FBD Holdings plc
Annual Report 2022
2022
SUPPORT.
IT’S WHAT WE DO.
Established in the 1960s by farmers for farmers,
FBD has built on our roots in agriculture to
become a leading general insurer directly
serving the needs of Farmer, Business and
Retail customers throughout Ireland.
Profi t before tax
€73.7m
(2021: €110.4m)
Combined operating ratio
74.5%
(2021: 71.5%)
Gross premium written
€383m
(2021: €366m)
2022 Performance Highlights
Further information on the above measures is found in Alternative Performance Measures on 192 and 193.
FBD AT A GLANCE
1
Strategic Report Environmental, Social & Governance Financial Statements Other Information
IN THIS REPORT
Strategic Report
Financial Highlights 2
Our Purpose 3
Chairman’s Statement 4
Review of Operations 7
Our Business Model 16
Our Strategy 18
Risk & Uncertainties Report 21
Environmental, Social & Governance
Environmental, Social & Governance 29
Environmental 34
Social 48
Governance
Board of Directors 60
Corporate Information 64
Report of the Directors 65
Corporate Governance 71
Nomination & Governance Report 86
Report on Directors’ Remuneration 89
Directors’ Responsibilities Statement 107
Financial Statements
Independent Auditors’ Report 110
Consolidated Income Statement 121
Consolidated Statement of Comprehensive Income 122
Consolidated Statement of Financial Position 123
Consolidated Statement of Cash Flows 125
Consolidated Statement of Changes in Equity 126
Company Statement of Financial Position 127
Company Statement of Cash Flows 128
Company Statement of Changes in Equity 129
Notes to the Financial Statements 130
Other Information
Alternative Performance Measures 192
Return of Equity
14%
(2021: 23%)
Net Asset Value
1,188c
(2021: 1,338c)
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2 FBD Holdings PLC Annual Report 2022
Strategic Report
FINANCIAL HIGHLIGHTS
2022
€000s
2021
€000s
Gross premium written 382,889 366,328
Underwriting profit 85,682 95,197
Profit before tax 73,723 110,435
2022
Cent
2021
Cent
Basic earnings per share 181 274
Diluted earnings per share 176
1
268
1
Net asset value per share 1,188 1,338
Ordinary dividend per share proposed 100 100
Ordinary dividend per share paid 100 -
2022
%
2021
%
Combined operating ratio 74.5% 71.5%
Return on equity 14% 23%
1
Diluted earnings per share reflects the potential vesting of share based payments
Further information on measures referred to in our Financial Highlights is found in Alternative Performance Measures on pages 192 and 193.
FINANCIAL CALENDAR
Preliminary announcement 10 March 2023
Dividend record date 21 April 2023
Annual General Meeting 11 May 2023
Dividend payment date 16 May 2023
Strategic Report Environmental, Social & Governance Financial Statements Other Information
OUR PURPOSE
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At FBD Insurance we aim to serve the needs of farm,
business and retail customers across Ireland by
supporting, protecting and standing with them to
enable them to grow and thrive.
We are proud of our roots in farming and of our Irish heritage. We are proud of our expertise and appreciate the
trust of our customers. We take pride in being part of the communities we serve. We evolve to meet the changing
needs of our customers and the next generation of customers. We continue to support families and family
businesses in the same way we have supported Ireland’s farmers for generations. We continue to carefully grow
our business, building the FBD brand and securing FBD’s future.
Our Customers
are at the heart of
what we do
4 FBD Holdings PLC Annual Report 2022
Strategic Report
CHAIRMAN’S STATEMENT
I am very pleased to announce an
excellent set of financial results for
2022, including a proposed dividend
payment to our shareholders of 100
cent per share”.
Liam Herilhy
Chairman
P erformance
I am very pleased to announce an
excellent set of financial results for 2022,
including a proposed dividend payment to
our shareholders of 100 cent per share.
2022 saw policy count growth across all
our products and channels and
particularly strong performances on our
Farm, Home and Business portfolios. We
have recorded a Group Profit before Tax of
€74m for 2022. Our Net Asset Value (book
value) per share fell to 1,188 cents,
materially impacted by investment losses,
with equity and fixed income markets
experiencing a very challenging year. Our
Solvency Capital Ratio continues to be
very strong at 226% (unaudited). These
results demonstrate the continuing robust
underlying profitability in our business,
and are a testament to our strong
leadership team.
I am delighted to say our partnership with
Bank of Ireland for Home insurance was
successfully launched during 2022, this as
well as the renewal of our partnership with
An Post Insurance will put FBD in a
favourable position to deliver continued
measured growth.
In November, written submissions were
presented to the Judge at the Business
Interruption hearing and we await the
ruling. We look forward to finalising the
settlement of all valid Covid-19 related
claims during 2023.
In December we launched our new
marketing campaign titled “What does
FBD Stand For?” This creative campaign
has now been rolled out across TV, digital,
social and radio and is a continuation of
FBD’s brand platform ‘Support. It’s what
we do’. FBD stands for Support. Support
for home and business owners, support
for drivers and support for farmers. Huge
congratulations to our marketing team on
the campaign.
A special word of thanks also to our
employees, the majority of whom having
worked from home for nearly two years,
have adjusted really well to our hybrid
operating model. We have seen increased
connectivity with the return to the office
and employees have also benefitted from
our Employee Wellness Programme which
was launched in 2022. We pride ourselves
on the excellent level of customer service
we provide and I am delighted to say our
retention rates have increased again on
last year, across all channels and
products. On behalf of the Board I would
like to thank you all.
5
Strategic Report Environmental, Social & Governance Financial Statements Other Information
Board of Directors
It was with great sadness that we learned
of the untimely passing of Padraig Walshe
in February. Padraig served on the Board
of FBD Holdings plc from 2011 having also
served between 2006 and 2010. Padraig
brought a wealth of experience to our
Board having been the first Irish President
of the European farmers’ group COPA,
Chairperson of Farmer Business
Developments plc, President of the IFA
and President of Macra na Feirme. Padraig
was a strong advocate for the
development of the farming sector and
worked tirelessly on their behalf. On
behalf of the Board and all at FBD I wish to
convey our deepest sympathies to his
family.
I would like to place on record both my,
and the Board’s, appreciation to Walter
Bogaerts for his time on the Board from
2016, as well as his nine years on the
Board of FBD Insurance plc, to his
departure in May. Walter made a
significant contribution over those years
and we wish him well.
In December of last year John O’Grady
informed the Board and I of his intention
to retire as Group Chief Financial Officer
and Executive Director of FBD Holdings
plc and FBD Insurance plc at the end of
2023. John has made a significant
contribution to FBD since he joined in
2016 in many areas and on behalf of the
Board I would like to wish him a happy and
healthy retirement. A process to appoint
his successor has commenced.
In line with the UK Corporate Governance
Code and the Central Bank of Ireland’s
Corporate Governance Requirements the
Board went through an external
evaluation review with Board Excellence,
the results of which were positive. Please
see further details under Governance in
the Annual Report.
Environmental, Social and
Governance (ESG)
Through our Sustainability Committee we
have integrated ESG into the wider
Strategy and over the course of 2023 it will
be incorporated into our business model
and decision making, complementing the
ESG considerations we have already
factored into our investment portfolio and
low carbon underwriting offerings. The
communication of our Strategy involved
site visits to every one of our 34 branches
as well as our call centre in Mullingar,
where the Board and I attended, and we’re
looking forward to similar visits in 2023.
We have divided our business into clearly
defined ESG pillars, with ownership
agreed and areas of focus identified. We
will deliver on our ESG journey and
support our customers in theirs. We will
continue to be a strong presence at the
heart of the communities we serve with a
best in breed proactive governance
structure. Our ESG journey began back in
2017 and following Strategy integration in
2022 we are looking forward to bringing
ESG to life in 2023. In 2022, we have
made progress in our inclusive culture
programme, achieving silver Diversity &
Inclusion accreditation, as well as
receiving award nominations under
Outstanding Diversity Initiative and
LGBTQ+ inclusion.
We are proud to support the next
generation of farm leaders and innovators
through our partnerships with Teagasc,
UCD, Nuffield and the ASA, while FBD
Trust continues to support research and
educational scholarships for training and
development.
It was especially pleasing to have so many
of our agricultural events taking place
again. The National Ploughing
Championships was a tremendous success
in September with record attendances, as
was the Tullamore Show in August and
various county shows up and down the
country. These events are amazing
showcases for the agricultural industry
and provide us with fantastic opportunities
to engage with our customers. FBD
Semple Stadium played witness to great
skill, commitment and endeavour by
many club and county teams over the
course of the year and we are delighted to
continue our support of the Tipperary Club
and Camogie Championships.
In November, FBD in partnership with
Teagasc and the Farm Safety Partnership
launched the first 13 safety videos of
‘Managing Farm Safety and Health Video
Series’. FBD believe that this video series
can help make a real difference in
improving safety culture and behaviour on
Irish farms. As we know, farming can be
one of the more dangerous occupations in
Ireland. While there has been a small
decline in the number of fatal accidents in
2021 and 2022 it still continues to be the
sector with the most fatal accidents in the
workplace. The Farm Protect Campaign
promotes behavioural changes by working
directly with farms and businesses to help
improve safety standards and awareness.
Claims Environment
We welcome the increasing trend
observed on the Personal Injuries
Resolution Board (PIRB) acceptance rate,
which is now closer to pre-guidelines
levels. FBD, in line with PIRB are seeing
reductions of 40% to 45% versus the book
of quantum, in direct settlement cases.
We have yet to see a significant volume of
cases heard to date and it may take some
time for the court’s interpretation of the
guidelines to emerge. We note there are
still a number of challenges over the
constitutionality of the laws underpinning
the Personal Injury Guidelines that are due
before the Supreme Court.
Claim settlements rates are significantly
down on last year with solicitor
engagement on new injury guidelines a
factor. Settlement activity on older claims
not subject to the guidelines has
improved.
December saw the PIRB Bill signed into
law with mediation now offered as a
means of resolving disputes. We welcome
the option of mediation to reduce the
number of litigated claims and await clear
guidance on the operation of PIRB to
understand the real impact. We continue
to await the outcome of the 2020 Discount
Rate consultation.
We continue to observe material increases
on Motor and Property claims, compared
with pre-pandemic averages, on account
6 FBD Holdings PLC Annual Report 2022
Strategic Report
CHAIRMAN’S STATEMENT (continued)
of disrupted supply lines, skills shortages
and increases in material and labour
costs.
We fully support the work of the
Government and the insurance reform
agenda. We welcome the progress made
to date towards the objective of reducing
insurance premiums for Irish farmers,
businesses and consumers.
Inflation
The Russian invasion of Ukraine has had a
material impact on energy costs which in
turn is driving increased general inflation.
This has further exacerbated supply chain
issues which have been affecting the
construction and motor industries over
the past few years.
A comprehensive plan is in place to
address underinsurance and includes
items such as enhancements to customer
documentation, communication to
customers advising them of the
importance of maintaining appropriate
sums insured, enhancements to the FBD
websites to highlight the impact of
underinsurance and how customers can
avoid this, and social media posts.
FBD have made changes to indexation
levels to reflect increased costs in the
construction industry. In addition I am
delighted to share that we are currently
running Inflation Protection offers,
contributing towards additional premium
on our Home, Business & Farm products,
and these will continue to run over the
course of 2023, further supporting our
customers throughout this period of
increased inflation.
Capital/Dividend
The Board believes that it is in the
long-term interest of all stakeholders to
maintain a strong solvency margin and it is
focused on ensuring that the Group’s
capital position is robust and its financial
position well managed.
Following the excellent financial
performance for 2022 the Board are
happy to propose a dividend of 100 cent
per share. This is a reflection of our
continuing confidence in the underlying
profitability and future prospects of our
Group. Our Dividend Policy is designed to
ensure we maintain sufficient capital at all
times, with a focus on dividend
sustainability.
Our capital position remains strong with a
Solvency Capital Ratio of 226%
(unaudited) at 31st December 2022.
Conclusion
With the removal of all pandemic related
restrictions it is especially pleasing for our
sales staff to meet current and prospective
customers at their farms, businesses and
homes. As an organisation we can look
forward, continue to grow, serve our
customers and meet the expectations of
all our stakeholders, well into the future.
During 2022 we made great progress on
our strategy to transition FBD into a
digitally enabled, data enriched
organisation which delivers an excellent
customer and employee experience. As
always, we will keep our customers and
communities at the heart of who we are
and what we do. At the core of our
strategy are our three customer sectors,
farmers, businesses and consumers, and
the use of our people and technology to
deliver profitable growth.
I would like to thank the Board for their
continued guidance and support over the
past year and of course, to our growing
number of loyal and steadfast customers.
We look forward to repaying your trust and
confidence in us, well into the future.
With Best Regards.
Liam Herlihy
Chairman
9 March 2023
7
Strategic Report Environmental, Social & Governance Financial Statements Other Information
REVIEW OF OPERATIONS
Overview
T he Group reported a profit before tax
of €73.7m (2021 profit: €110.4m),
supported by a continuing low injury
claims frequency, benign weather and
positive prior year reserve development.
The prior year reserve development of
€48.3m is arising from lower large claims
experience in recent years and better than
expected settlements of smaller claims. In
addition €10m was released from the
Margin for Uncertainty, which is a reserve
held in addition to the best estimate of
claims liabilities.
The Group reported an underwriting profit
of €85.7m (2021 profit: €95.2m) and
GWP of €382.9m (2021: €366.3m), 3.4%
higher than 2021 excluding the impact of
pandemic related premium rebates.
The net best estimate in respect of
Business Interruption reduced by €1m to
€42m since June 2022. We have agreed
settlements with two of the four publicans
in the Business Interruption Test Case. We
hope to receive a reasoned ruling shortly
from the Judge that will assist us in
reaching an agreement with the remaining
two publicans and enable us to finally
settle all outstanding claims.
Underwriting
Premium income
Gross written premium increased to
€382.9m in 2022 (2021: €366.3m). The
2021 figure includes €3.3m of Covid-19
Commercial rebates. Excluding rebates,
gross written premium is 3.4% higher
than prior year.
Customer policy count increased by 2.8%,
with retention rates increasing again by
1.5%, reaching the highest level in the last
six years.
Average premium increased by 0.6%
across the portfolio. Private Motor
average premium reduced by 7.2% and
Commercial Motor reduced by 1.1%
reflecting the reductions seen in claims
costs as a result of the new Personal Injury
Guidelines, partially offset by the impact
of increases in motor damage costs.
Commercial Business average premium
increased by 5.6% and Farm average
premium increased by 2.6% mainly due to
increases in property elements as sums
insured were adjusted to reflect inflation
in construction costs. Commercial
customers increased their liability cover as
trading conditions improved as the
economy reopened, positively impacting
average premium. Average Tractor
premium increased by 5.5% due to a
higher proportion of newer tractors and
the increasing value of existing tractors.
The increase in Home average premium of
4.1% reflects increasing sums insured due
to inflation.
Further information on measures referred to in our Review of Operations is found in Alternative Performance Measures on pages 192 and 193.
It is great to be in a position to announce
another strong set of results for FBD. The
business remains a strongly capitalised
business with a Capital Ratio significantly
in excess of our stated risk appetite. Our
momentum is a result of focusing on our
customer’s needs, providing them with a
personalised service and putting them
at the heart of what we do”.
Tomás Ó Midheach
Group Chief Executive
8 FBD Holdings PLC Annual Report 2022
Strategic Report
REVIEW OF OPERATIONS (continued)
Reinsurance
The reinsurance programme for 2023 was
successfully renegotiated with a similar
structure to the expiring programme. The
negotiation of the 2023 renewal occurred
with a backdrop of continuing hardening
in the reinsurance market with rates
impacted due to geopolitical and
macroeconomic shocks along with natural
disasters. Overall we saw an increase in
reinsurance rates for property of 8% and
casualty of 2%, a very positive result in the
current environment.
Claims
Net claims incurred (Net claims and
benefits plus movements in Other
provisions) increased by €8.5m to
€154.2m (2021: €145.7m). The increase
is largely a result of higher frequency and
inflationary impacts in Motor Damage and
Property claims, net of the FSPO
consequential payments required in 2021
of €13.2m.
Claims volumes increased by 6% year on
year driven by increased motor damage
notifications of 27%. Motor damage
notifications increases reflect the
increased traffic volumes and impact of
inflation on policyholders hindering their
ability to cover the cost of minor damage
claims themselves. More policyholders
have taken out comprehensive cover and
inflation continues on parts and labour
increasing the cost of repair. Motor
Damage and Property claim notifications
have increased by 30% and 24% on
pre-Covid levels.
The average cost of injury claims
settlements marginally increased from
2021 while continuing to be lower than
that experienced pre-Covid. We are now
seeing reductions in average settlement
costs feeding through in pre-litigation
channels. In the litigation channel plaintiff
legal costs have increased in 2022 by 14%
and 12% in the High Court and the Circuit
Court respectively.
Claims being settled under the new
guidelines are over 40% lower in value
when compared to the previous Book of
Quantum. We have reflected the impact of
this in premium reductions. The level of
acceptance of Personal Injuries Resolution
Board (PIRB) awards across the market has
improved to 48% which is closer to historic
levels. This may reduce the number of
cases through the courts system attracting
higher legal costs. It could take a number
of years for the full impact of the new
guidelines on claims settled after the PIRB
process has been completed to be known.
Motor damage claims costs continue to
experience high inflation with an increase
of 11% year on year as costs of parts, paint
and average labour hours per repair
increase. The average cost of property
claims increased by 1% year on year due to
a change in mix and inflation, with further
inflation expected on domestic building
costs.
Movement in other provisions reduced by
€13.7m to €8.4m (2021: €22.1m), the
reduction is because no similar provision
to the FSPO consequential payments of
€13.2m made in 2021 was required. The
main elements of the Other Provision is
the Motor Insurers Bureau of Ireland (MIBI)
levy and the Motor Insurers Insolvency
Compensation Fund (MIICF) contribution.
Industry Environment
The Personal Injuries Resolution Board
(PIRB) Bill 2022 was signed into law
changing the title from the Personal
Injuries Assessment Board. Voluntary
mediation will be offered as a means of
resolving disputes and claimants are
entitled to legal representation. PIRB will
have more time to assess claims but it is as
yet unclear whether medical reports and
other documentation will be shared with
the parties. We welcome the option of
mediation to reduce litigated claims and
await clear guidance on the operation of
PIRB to understand the real impact.
An appeal to the Supreme Court in respect
of the Personal Injury Guidelines was
heard at the end of February 2023. There
are still a number of challenges over the
constitutionality of the laws underpinning
the Guidelines that are due before the
courts. We continue to experience a
build-up of older, higher value injury
claims as a result of the reluctance of legal
profession to engage before the challenges
are heard. A recent report indicated the
number of new personal injury claims
initiated in the High Court and the Circuit
Court reduced as potential damages
awarded would be lower and there are a
reducing number of claims being made as
a result.
We still await the outcome of the review to
determine if the judiciary or the Minister of
Justice and Equality should be allowed to
determine the discount rate and review it
at intervals. The delay in this decision may
raise the potential of a challenge to the
discount rate.
A number of legislative changes impacting
insurance are expected to be enacted
shortly:
a. Irish Motor Insurance Database (IMID)
- The next phase of the previously
named Motor Third Party Liability
project (MTPL) will require sharing of
additional data on insured vehicles and
drivers with Regulatory Authorities.
b. The Road Traffic Act (RTA) legislation is
to be extended to better regulate the
use of scramblers/quads and e-bike/e-
scooters.
c. The Motor Insurance Directive (MID)
primarily deals with the scope of
compulsory insurance broadening the
potential scenarios where RTA cover
will apply. The text is currently under
review after which it will be formally
adopted by the three European
Institutions, the amendments must be
transposed into national law within 24
months of being accepted.
d. General Scheme of Insurance
(Miscellaneous Provisions) Bill - The
Bill is currently before the Seanad for
debate and intends to address a
number of insurance-related issues
that have arisen since the
Government’s ‘Action Plan for
Insurance Reform’ in December 2020.
All development work required in respect
of Differential Pricing guidelines issued in
March 2022 including the auto-renewals
elements were completed. The pricing
9
Strategic Report Environmental, Social & Governance Financial Statements Other Information
practice review will finish in early 2023.
We continue to actively monitor the
impact of the changes on our portfolio.
FBD has updated additional wording
changes needed as part of the Contract of
Insurance review programme ensuring all
wording enhancements and clarity of
coverage expected following the
enactment of the Consumer Insurance
Contracts Act 2019 are reflected.
Weather, Claims Frequency and
Large Claims
No significant weather events of note
occurred in 2022.
2020 and 2021 saw a significant reduction
in frequency of injury claims due to
lockdowns arising from Covid-19 and 2022
sees continued lower frequency. Injury
claims frequency continues to remain
below pre Covid-19 levels.
Large injury claims, defined as a value
greater than €250k, notified in 2022 are
higher than the last two years, the
volumes are still lower than the average
of previous pre-Covid years.
Expenses
The Group’s expense ratio is 28.6% (2021:
27.9%). Other underwriting expenses are
€96.0m, an increase of €2.6m on 2021.
The increase in expenses is due to
inflationary increases in employee costs
along with inflation in utility and IT costs.
Commission also increased as we continue
to broaden and deepen our partnerships
with intermediaries adding additional
routes to market. Accelerated
amortisation was charged on the policy
administration system in 2022 of €2.5m
compared to €5.9m in 2021.
The expense ratio increased by 0.7 of a
percentage point as a result of the higher
cost base being offset by marginally higher
earned premium.
General
FBD generated an underwriting profit of
€85.7m (2021: €95.2m) which translates
to a COR of 74.5% (2021: 71.5%).
Investment Return
FBD’s total investment return for 2022 is
-8.6% (2021: +0.3%). The investment
return recognised in the Consolidated
Income Statement is -0.9% (2021: +1.3%)
and in the Consolidated Statement of
Other Comprehensive Income (OCI) is
-7.7% (2021: -1.0%). 2022 was a
challenging year for investments. Inflation
levels have been higher than seen for
decades which was largely driven by the
energy crisis in Europe, as a result of the
Russian invasion of Ukraine. Central banks
around the world responded by increasing
interest rates in an attempt to control
inflation. This led to steep interest rate
increases with a resultant significant
reduction in the valuation of fixed income
assets. Credit spreads were volatile and
increased over the year on fears of
recession. This spread widening has also
contributed to the negative OCI on our
bond portfolio.
The policy response by central banks
risked sending many developed market
economies into recession as central
bankers were more willing to risk a
recession rather than uncontrolled
inflation. This resulted in a lot of volatility
in equity markets with US markets down
roughly 20% over the year. European
markets were down 12%, however,
overall risk assets had a difficult year and
this resulted in the negative return
through the Income Statement. FBD had
very minor exposure, c.€1m, to Russian
securities through its Emerging Market
funds prior to the invasion of Ukraine.
Financial Services Income and Other
Costs
The Group’s financial services operations
returned a profit before tax of €1.3m for
the period (2021: profit €1.2m). Revenue
increased by €0.7m primarily from
improved return on direct debit income.
Costs increased by €0.5m to €6.7m
primarily due to inflationary increases in
employee costs in the Life & Pensions
business and ESG consultancy costs
incurred in the Holding company.
Profit per share
The diluted profit per share was 176 cent
per ordinary share, compared to 268 cent
per ordinary share in 2021.
Statement of Financial
Position
Capital position
Ordinary shareholders’ funds at 31
December 2022 amounted to €422.8m
(2021: €472.4m). The decrease in
shareholders’ funds is mainly attributable
to the following:
a. Profit after tax for the year of €64.5m;
b. An increase of €2.7m due to share
based payments;
c. Offset by dividend payments of
€35.9m;
d. Mark to Market losses on our Bond
portfolio of €78.9m after tax; and
e. A reduction in the Retirement benefit
surplus of €2.0m;
Net assets per ordinary share are 1,188
cent, compared to 1,338 cent per share at
31 December 2021.
Investment Allocation
The Group adopts a conservative
investment strategy to ensure that its
technical reserves are matched by cash
and fixed interest securities of low risk
and similar duration. Maintaining a well
matched position has allowed FBD to
mitigate the impact of interest rate rises
on its solvency position as lower liabilities
(due to discounting at a higher interest
rate) offset reduced bond valuations. The
Company invested an additional €35m
cash in corporate bonds and other risk
assets in 2022. The average credit quality
of the corporate bond portfolio has
remained at A- and has seen a lower
allocation to BBB rated bonds (42% vs
47% at 31 December 2021).
10 FBD Holdings PLC Annual Report 2022
Strategic Report
Solvency
The latest (unaudited) Solvency Capital
Ratio (SCR) is 226% compared to the 2021
SCR of 214%.
Risks and Uncertainties
The principal risks and uncertainties faced
by the Group are outlined on pages 21 to
28. The effects of the Russian invasion of
Ukraine continue to impact on the global
economy through continuing higher
inflation impacting operational costs, the
cost of Motor Damage and Property claims
and potentially may increase the cost of
injury claims over time. Market risk
continues to be elevated as the
investment markets remain volatile.
The claims environment is positively
impacted by the Personal Injury
Guidelines although continuing challenges
have resulted in delayed settlements that
could result in increased legal costs,
reducing the benefit. A higher degree of
uncertainty still exists in the environment
as the claims payment patterns and
average settlement costs of more recent
years are a less reliable future indicator
and must be carefully considered by the
Actuarial function when arriving at claims
projections.
Supply chain issues in respect of materials
and labour shortages particularly in
respect of Construction and the Motor
industry may impact claims costs in future
years. Despite more stabilised energy
costs of late there is a risk they may drive
increased general inflation in future.
Supply chain issues in respect of materials
and labour shortages particularly in
respect of Construction and the Motor
industry are impacting claims costs and
will increase settlements costs in future
years and may have a knock on impact to
injury claims in the near future as pressure
mounts on salary inflation.
Legal costs will continue to be monitored
as High Court and Circuit Court costs have
seen double digit increases in the last
twelve months. The delays in claim
settlements are likely to increase legal
costs further.
FBD model forward looking projections of
key financial metrics on a periodic basis
based on an assessment of the likely
operating environment over the next
number of years. The projections reflect
changes of which we are aware and other
uncertainties that may impact future
business plans and includes assumptions
on the potential impact on revenue,
expenses, claims frequency, claims
severity, investment market movements
and in turn solvency. The output of the
modelling demonstrates that the Group is
likely to be profitable and remain in a
strong capital position. However, the
situation can change and unforeseen
challenges and events could occur. The
solvency of the Group remains solid and is
currently at 226%, unaudited (31
December 2021: 214%)
A reasoned ruling is expected by the Judge
on the Business Interruption Test case in
early 2023 which we are hopeful will
provide the certainty that will enable us
to pay the balance of the claims due to
publicans this year.
Potential future adverse events are
assessed when the Group is considering
the Margin for Uncertainty which is a
provision held as an amount over the best
estimate of claims liabilities net of
expected reinsurance recoveries.
The highest inflation in developed markets
in decades has led to increasing risk free
interest rates. While there are signs that
inflation is beginning to reduce the risk
remains as to how aggressive central
banks policy responses will be which could
lead to recession. Equity valuations which
have fallen significantly during 2022 risk
falling further if recessionary fears become
a reality. Similarly, continued high inflation
becoming engrained in the economy is a
serious risk with stagflation (high inflation,
low growth) being a possibility. Future
financial market movements and their
impact on balance sheet valuations,
pension surplus and investment income
are unknown and market risk remains high
for the foreseeable future.
The allocation of the Group’s investment assets is as follows:
31 December 2022 31 December 2021
€m % €m %
Corporate bonds 563 49% 589 49%
Government bonds 271 24% 303 25%
Deposits and cash 172 15% 164 14%
Other risk assets 83 7% 84 7%
Equities 50 4% 54 4%
Investment property 15 1% 16 1%
1,154 100% 1,210 100%
REVIEW OF OPERATIONS (continued)
11
Strategic Report Environmental, Social & Governance Financial Statements Other Information
The Group’s Investment Policy, which
defines investment limits and rules and
ensures there is an optimum allocation of
investments, is being continuously
monitored. Regular review of the Group’s
reinsurers’ credit ratings, term deposits
and outstanding debtor balances is in
place. All of the Group’s reinsurers have
a credit rating of A- or better. All of the
Group’s fixed term deposits are with
financial institutions which have a
minimum A- rating. Customer defaults
are at pre-pandemic levels and support is
provided to customers when required.
The Group continues to manage liquidity
risk through ongoing monitoring of
forecast and actual cash flows. The
Group’s cash flow projections from its
financial assets are well matched to the
cash flow projections of its liabilities. The
Group holds cash resources significantly
higher than its minimum liquidity
requirement in order to mitigate any
liquidity stress events. The Group’s asset
allocation is outlined on page 10.
The employment market has rebounded
to above pre-pandemic levels and is very
tight with shortages of skills in some
areas. We continue to enhance our
employee proposition to ensure we
attract and retain a talented workforce.
We support our employees through the
provision of professional development
and career opportunities, alongside a
supportive working environment which
focuses on well-being and flexible working
which act as key retention tools.
IFRS 17 Insurance Contracts
and IFRS 9 Financial
Instruments
IFRS 17 came into effect on 1 January
2023. IFRS 17 provides consistent
principles for all aspects of accounting for
insurance contracts. It aims to enable
investors, analysts and others to
meaningfully compare companies,
insurance contracts and industries while
increasing transparency. IFRS 17 will
significantly impact the measurement
and presentation of insurance financial
statements. The impact to shareholder’s
equity will mainly be driven by the
introduction of discounting claims
reserves as well as the introduction of
the risk adjustment calculation as an
allowance for uncertainty about the
amount and timing of cash flows that
arises from non-financial risk as the
insurance contract is fulfilled.
Based on assessments to date, the total
adjustment after tax to the Group’s total
equity on the application of IFRS 17 and
IFRS 9 is currently estimated to be an
increase of approximately €7.9m at 1
January 2022 with the discounting impact
becoming significantly more prevalent
throughout the 2022 transitional period in
line with the rising interest rate
environment. Any future reserve releases
will reflect the impacts of discounting and
risk adjustment.
Estimated increase
(reduction) in the Group’s
total equity:
1 January
2022
€m
Adjustments due to the
adoption of IFRS 17:
Re-measurement of non-life
insurance contracts under
IFRS 17 9.4
Adjustments due to adoption
of IFRS 9:
Impairment of financial assets (0.4)
Deferred tax impact (1.1)
Estimated impact of
adoption of IFRS 17 and
IFRS 9 after tax 7.9
Outlook
The economic outlook suggests continued
high inflation resulting in high interest
rates and reduced growth, with Irish
growth expected to be marginally ahead of
Europe. Despite the backdrop income
projections on our bond portfolio in the
higher interest rate environment have
increased due to the impact of higher
reinvestment rates as bonds mature.
The increased acceptance rates of awards
from the PIRB could indicate the Personal
Injury Guidelines are gaining more
acceptance although their ultimate
impact will not be known until the
challenges make their way through the
courts, and experience of how the
guidelines are implemented develops.
2023 sees the requirements on ESG
reporting broaden with the introduction of
the EU’s Sustainable Finance Taxonomy
Regulation requiring alignment on the EU
Taxonomy. FBD will focus our ESG
approach on where we can have a
meaningful impact and the UN Principles
for Sustainable Insurance will guide our
ESG strategy. We have set out the pillars
of the strategy which is the framework we
will use to embed ESG across the business
and will ensure we have clear
responsibility around delivery, ensuring
we meet the increased demands for
targets and disclosures from all
stakeholders. FBD naturally has very
strong engagement with local
communities and customers through our
branch network and contact centre as we
service their needs and endeavour to
deepen this connection as we embed ESG
across our business.
FBD’s strategy puts our customers at the
heart of what we do and is delivering, as
we see growth across all portfolios
particularly our relationship customers in
Business and Farm. We will continue to
strengthen our relationship focus and
extend our digital enablement as our
strategy evolves. A key differentiator is our
claims proposition as we strive to deliver
best in class service when our customers
need us most.
Finally, I wish to acknowledge the passing
of FBD Holdings Plc Director, Padraig
Walshe in February. Padraig will be deeply
missed by all who had the privilege of
working with him. I have always
appreciated and will fondly remember
the time spent in his company, his wise
counsel and unwavering support. Ar dheis
Dé go raibh a anam.
Tomás Ó Midheach
Group Chief Executive
9 March 2023
12 FBD Holdings PLC Annual Report 2022
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14 FBD Holdings PLC Annual Report 2022
Strategic Report
SUPPORT.
IT’S WHAT WE DO.
Our Farm customers
represent 48% of our
premium
Our Business customers
represent 31% of our
premium
Our Retail customers
represent 21% of our
premium
FARM
BUSINESS
RETAIL
48%
31%
21%
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Strategic Report Environmental, Social & Governance Financial Statements Other Information
At FBD Insurance we have over 50 years of experience dealing
with your insurance needs, so you have one less thing to
worry about. Support extends to all aspects of our business
from community programs to sponsorships and from helpful
claims advice to safety initiatives.
FBD’S BUSINESS MODEL
FBD Holdings PLC Annual Report 202216
Strategic Report
Keeping our
customers and
communities
at the heart of
who we are and
what we do.
We off er clear solutions to
customer’s insurance needs
through our 34 branches
nationwide, on the phone,
online or through our partner
and broker networks.
Inputs
FBD empowers our people to deliver for our customers
and all stakeholders.
Our Employees
The expertise, experience and
local knowledge of our 900
employees provides our
customers with tailored
service based on in-depth
understanding of their
requirements.
Financial
FBD seeks to maintain a
resilient and stable balance
sheet that is well reserved
with a low risk investment
portfolio.
Social
FBD is a responsible member
of local communities
throughout Ireland and
works hard to provide
significant support to farm,
business and community
groups.
Environment
FBD seeks to do business in a
sustainable way evidenced
through investment choices
and operational activities.
FBD's reinsurance program
reduces our exposure to
adverse weather and climate
change while maximising the
protection that we off er our
communities.
Relationships
Founded by farmers for
farmers, FBD has an
unrivalled knowledge of
farm enterprises through
over 50 years of protection
and close relationships with
farming organisations. Today
FBD has expertise in Farmer,
Business and Retail
segments.
Technology and Data
FBD has evolved with
changing customer needs
for over 50 years. FBD will
continue to change and
adapt our customer
proposition to offer
unrivalled service and
protection in the digital era.
Strategic Report Environmental, Social & Governance Financial Statements Other Information
17
Outputs
FBD delivers an excellent
customer and employee
experience at all points in
their journey with us.
Our Products
FBD protects our customers
through our range of farm,
business and retail products.
Distribution Network
We meet the customer where they
choose to shop. FBD offers great
service through our 34 branches, on
the phone, online and through our
broker and our partner network.
Financial Advisory Services
FBD Life & Pensions provides advice
to personal and corporate customers,
through our team of financial
planning advisors.
Stakeholder Outcomes
Position FBD for the future,
deliver for our customers
and all other stakeholders.
Business Activities/
Create Value
FBD creates value through our
customer focus, our broad
distribution network and our
expertise in three main
customer segments; Farmer,
Business and Retail.
Customer Focus
Through our 34 offices located across
the country and a multi-channel
distribution strategy, we are never
too far away and always ready to
support our customers.
Underwriting Risk Selection
At FBD we understand the Irish farm,
business and retail customer. We
measure and model risk effectively
which enables us to price accurately,
competitively and fairly.
Manage Claims
FBD maintains its customer focus
throughout the customer journey.
We are focused on paying honest
claims quickly and efficiently.
Reserve Appropriately
FBD has a prudent approach to
reserving, supported by strong
governance including extensive peer
reviews and regular external reviews.
Capital Management
FBD follows a structured investment
policy. We manage our assets and
claims liabilities to ensure we meet
our obligations to our customers.
Our People
We promote diversity and inclusion in our
workforce. We invest in our people,
helping them to grow. We provide market
competitive rewards and benefits linked
to individual and Group performance.
Our Customers
We protect our customers by delivering
products that meet their needs. We invest
in broadening our distribution network
and leveraging our data and technology to
deliver a proposition they value.
Our Investors
By delivering for our customers we in turn
deliver profitable growth which increases
the value of the business and delivers
sustainable returns for our shareholders.
Wider Society
We are proud to partner with FBD Trust
to support the advancement and
improvement of local communities and
organisations through supporting research,
development, education, training,
scholarships, bursaries and awards.
Our Regulator
We deliver on our commitments to the
regulator and endeavour to meet their
evolving expectations to the highest
standards.
18 FBD Holdings PLC Annual Report 2022
Strategic Report
OUR STRATEGY
FBD of 2027
A digitally enabled, data enriched organisation which delivers an
excellent customer and employee experience, while also delivering
for our 5 key stakeholders
Teams/
Collaboration
Our Customer
Our People
Our Investors
Wider Society
Our Regulator
Our Customers
are at the heart of
what we do
Data Usage/
Technology
19
Strategic Report Environmental, Social & Governance Financial Statements Other Information
Strategic
Objectives
Focus on our strengths to
deliver profitable growth
1
2
For farmers we focus on
relationship strengthening
5
Key to success is understanding
our customers and execution
4
In retail, execute our
intermediary promise and build
our off ering for mass market
3
For business we build on
momentum and relationships
1. FBD has a complete
picture of our customer,
understands them and
delivers a proposition
they value
2. FBD is recognised as an
Irish insurer, supporting
and sustaining our local
communities
3. Our People have
embraced change &
are now driving it
20 FBD Holdings PLC Annual Report 2022
Strategic Report
Further Information on
our strategy
Customer
Proposition
Data
Process
Underwriting
& Pricing
People
Technology
Claims
ESG
• Customer relationship strengthening
• Intermediary development
• Measure through a customer lens
• Segment our portfolio
Create Capacity and Improve Customer
and Employee Experience
Reward our customer’s loyalty, profitably,
for them and for us
• Engagement
• Communication
• Commit & Invest in our strategy
Understand our customers better &
Create a single view of the customer
Enhance our claims proposition & Continue
to differentiate at the key moment of truth
Action where we can make a difference
FBD of 2027: A digitally
enabled, data enriched
organisation which delivers
an excellent customer
and employee experience.
21
Strategic Report Environmental, Social & Governance Financial Statements Other Information
RISK & UNCERTAINTIES REPORT
A. Overvi ew
Risk taking is inherent in the provision of financial services and
FBD assumes a variety of risks in undertaking its business
activities. FBD defines risk as any event that could impact
the core earnings capacity of the Group; increase earnings or
cash-flow volatility; reduce capital; threaten business reputation
or viability; and/or breach regulatory or legal obligations.
The Group has adopted an Enterprise Risk Management
approach to identifying, assessing and managing risks. This
approach is incorporated in the Risk Management Framework
which is approved by the Board and subject to annual update
and review. The key components of the Risk Management
Framework include Risk Appetite; Risk Governance; Risk
Process and People.
B. Risk Management Framework
Risk Appetite
Risk appetite is a measure of the amount and type of risks the
Group is willing to accept or not accept over a defined period of
time in pursuit of its objectives. The Group’s risk appetite seeks
to encourage measured and appropriate risk-taking to ensure
that risks are aligned to business strategy and objectives.
The risk appetite in the Group’s underwriting subsidiary is driven
by an over-arching desire to protect its solvency at all times.
Through the proactive management of risk, it ensures that it
does not take on an individual risk or combination of risks that
could threaten its solvency. This ensures that it has and will have
in the future sufficient capital to pay its policyholders and all
other creditors in full as liabilities fall due.
Role of the
Board/BRC
& Snr. Mgt.
Risk Appetite,
Tolerance and
Limits
Risk
Reporting
Embedding
Risk
Management
Risk
Identifi cation
and
Measurement
Risk
Framework
and Policy
Risk
Monitoring
Risk
Resource
Mandate
of the Risk
Function
Governance
Process
People
Risk Management
Framework
22 FBD Holdings PLC Annual Report 2022
Strategic Report
Risk Governance
The Board set the business strategy and have ultimate
responsibility for the governance of all risk taking activity in FBD.
Risk is governed through business standards, risk policies and
Oversight Committees with clear roles, responsibilities and
delegated authorities.
FBD uses a ‘three lines of defence’ framework in the delineation
of accountabilities for risk governance:
Primary responsibility for risk management lies with line
management.
Line management is supported by the second line Risk,
Actuarial and Compliance functions who provide objective
challenge and oversight of first line management of risks.
The third and final line of defence is the Internal Audit
function, which provides independent assurance to the
Audit Committee of the Board on risk-taking activities.
Risk Process
Identify and Measure
Risk, including emerging risk, is identified and assessed through
a combination of top-down and bottom-up risk assessment
processes. Top-down processes focus on broad risk types and
common risk drivers rather than specific individual risk events,
and adopt a forward-looking view of perceived threats over the
planning horizon. Bottom-up risk assessment processes are
more granular, focusing on risk events that have been identified
through specific qualitative or quantitative measurement tools.
Top-down and bottom-up views of risk come together through a
process of upward reporting of, and management response to,
identified and emerging risks. This ensures that the view of risk
remains sensitive to emerging trends and common themes. FBD
measures risk on the basis of economic capital and other bases
(where appropriate) to determine materiality, potential impact
and appropriate management. Risks are recorded on the Group
Risk Register.
Monitor and Report
We regularly monitor our risk exposures against risk appetite,
risk tolerances and limits and monitor the effectiveness of
controls in place to manage risk. Reporting to the Risk
Committees is dynamic and includes material risks, emerging
risks, risk appetite monitoring, changes in risk profile, risk
mitigation programmes, reportable errors, breaches of risk
policies (if any) and results of independent assessments
performed by the Risk function.
People
Risk Management is embedded in the Group through leadership,
governance, decision making and competency. The Risk
Management Framework establishes the roles and
responsibilities of risk resources. A risk training programme
is in place to ensure all risk resources have the knowledge and
competency to perform their roles effectively.
In accordance with Group policy, business unit management
has primary responsibility for the effective identification,
management, monitoring and reporting of risks. There is an
annual review by the Risk Committee of all major risks and
emerging risks, to ensure all risks are identified and evaluated.
Each risk is assessed by considering the potential impact and the
probability of the event occurring. Impact assessments are made
against financial, operational, regulatory, reputational and
customer impact criteria.
Key Risks and Mitigants
All individual risks recorded on the Group Risk Register are
assigned to key risk categories which are reviewed regularly by
the Risk Committees. FBD’s key risk categories and mitigants are
provided in the table below. Escalation parameters for key risks
that are outside of tolerance/appetite and a ‘three lines of
defence’ system, complemented with external reviews are in
place. The Board is satisfied that FBD maintains a robust and
effective risk management framework.
RISK & UNCERTAINTIES REPORT (continued)
23
Strategic Report Environmental, Social & Governance Financial Statements Other Information
Key Risks and Mitigants (continued)
Capital Management Risk
The risk that the Group fails to maintain an adequate regulatory solvency position resulting
in an inability to pay policyholder and third party claims.
Key Mitigants
The Group has an Investment Committee, a Pricing & Underwriting Committee, a Capital
Management Forum, an Audit Committee, a Reserving Committee and Board and Executive
Risk Committees, all of which assist the Board in the identification and management of
exposures and capital.
The annual Own Risk and Solvency Assessment ‘ORSA’ provides a comprehensive view and
understanding of the risks to which the Group is exposed or could face in the future and how
they translate into capital needs or alternatively require mitigation actions. Such risks
include assessing the capital impact of a number of physical, transitional and liability related
scenarios connected to Climate Change.
An experienced Actuarial team is in place with policies and procedures to ensure that
Technical Provisions are calculated in an appropriate manner and represent a best estimate.
Technical Provisions are internally peer reviewed every quarter, audited once a year and
subject to external peer review every two years.
An approved Reinsurance Programme is in place to minimise the solvency impact of
Catastrophe events to the Group.
The Chief Financial Officer is responsible for consideration of the implications for the capital
position as part of the strategic planning process and key strategic decision-making and for
ensuring appropriate action is taken as approved by the Board/Chief Executive Officer/
relevant committee.
On at least an annual basis, thresholds for Solvency Capital Requirements (SCR) Ratio,
developed as part of the annual planning/budgeting process, are approved by the Board as
part of the Risk Appetite Statements in the Risk Appetite Framework.
The Group also devotes considerable resources to managing its relationships with the
providers of capital within the capital markets, for example, existing and potential
shareholders, financial institutions, stockbrokers and corporate finance houses.
24 FBD Holdings PLC Annual Report 2022
Strategic Report
Key Risks and Mitigants (continued)
Underwriting Risk
This is the risk that underwritten business is less profitable than planned due to insufficient
pricing and setting of claims case reserves as a result of higher than expected claims frequency,
higher average cost per claim and catastrophic claims.
Key Mitigants
The Group manages this risk through its underwriting strategy, proactive claims handling and its
reinsurance arrangements.
Underwriting Strategy:
The Group’s underwriting strategy is incorporated in the overall corporate strategy which is
approved by the Board of Directors and includes the employment of appropriately qualified
underwriting personnel; the targeting of certain types of business that conform with the
Group’s risk appetite and reinsurance treaties; ongoing review of the Group’s Pricing Policy
using up-to-date statistical analysis and claims experience; and the surveying of risks carried
out by experienced personnel. All risks underwritten are within the Group’s underwriting
policies.
The Group has developed its insurance underwriting strategy to diversify the type of
insurance risks written and, within each of the types of cover, to achieve a sufficiently large
population of risks to reduce the variability of the expected outcome. The principal insurance
cover provided by the Group include, Motor, Employers’ and Public Liability and Property.
The Group seeks to identify opportunities to promote a transition to a low carbon
environment and take into consideration climate change and ESG considerations in the
product development process.
While all of the Group’s underwriting business is conducted in Ireland, with a significant
focus on the agri-sector, it is spread over a wide geographical area with no concentration in
any one county or region.
Reserving:
The Group uses statistical and actuarial methods to calculate the quantum of claims
provisions and uses independent actuaries to review its liabilities to ensure that the carrying
amount of the liabilities is adequate. The provision includes a margin for uncertainty to
minimise the risk that actual claims exceed the amount provided. The Reserving Committee
assists the Board in its review of the adequacy of the Group’s claims provisions.
Case reserve estimates are subject to robust controls including system controls preventing
claim handlers from increasing reserves above their reserve limits without supervisor
approval and secondary review and challenge of case reserve estimates.
Reinsurance Arrangements:
The Group purchases reinsurance protection to limit its exposure to single claims and the
aggregation of claims from catastrophic events. The Group’s reinsurance programme is
approved by the Board on an annual basis. FBD has purchased a reinsurance programme
which has been developed to meet the local domestic risk profile and tailored to FBD’s risk
appetite. The programme protects Motor, Liability, Property and other classes against both
individual large losses and events.
RISK & UNCERTAINTIES REPORT (continued)
25
Strategic Report Environmental, Social & Governance Financial Statements Other Information
Key Risks and Mitigants (continued)
Market Risk
The risk that the value of the Group’s investments may fluctuate as a result of changes in market
prices, changes in market interest rates or changes in the foreign exchange rates of the currency
in which the investments are denominated.
Key Mitigants
The extent of the exposure to market risk is managed by the formulation of, and adherence to,
an Investment Policy incorporating clearly defined investment limits and rules, as approved
annually by the Board of Directors and employment of appropriately qualified and experienced
personnel and external investment management specialists to manage the Group’s investment
portfolio. The overriding philosophy of the Investment Policy is to protect and safeguard the
Group’s assets and to ensure its capacity to underwrite is not put at risk.
The Group will only invest in assets the risks of which can be properly identified, measured,
monitored, managed and controlled in line with the Prudent Person Principle under Solvency
II.
The Group has an Asset Liability Matching policy whereby its liabilities are backed by fixed
interest assets of similar currency and duration.
The Group monitors its allocation to the various asset classes and has a long term Strategic
Asset Allocation target.
Credit & Concentration Risk
This is the risk of loss in the value of financial assets due to counterparties failing to meet all or
part of their obligations and/or over allocation to a single entity that may default or fall in
value resulting in adverse financial impact.
Key Mitigants
Credit and concentration risk is managed by the formulation of, and adherence to, an
Investment Policy that is approved annually by the Board of Directors. The Investment Policy
incorporates clearly defined investment limits and rules and ensures that there is an
optimum spread and duration of investments.
The Group only places reinsurance with companies that it believes are strong financially
and operationally. Credit exposures to these companies are closely monitored by senior
management. All of the Group’s current reinsurers have either a credit rating of A- or better
from a rating Organisation such as Standard and Poor’s or AM Best. The reinsurance
programme structure ensures that there is no significant concentration of risk. All of the
Group’s fixed term deposits are with financial institutions which have a minimum A- rating.
Liquidity Risk
This is the risk of insufficient liquidity to pay claims and other liabilities due to inappropriate
monitoring and management of liquidity levels or inadequate Asset Liability Management.
Key Mitigants
The Group manages liquidity risk by continuously monitoring forecast and actual cash flows
and ensuring that the maturity profile of its financial assets is well matched to the maturity
profile of its liabilities and maintaining a minimum amount available on term deposit at all
times.
26 FBD Holdings PLC Annual Report 2022
Strategic Report
RISK & UNCERTAINTIES REPORT (continued)
Key Risks and Mitigants (continued)
Strategy Risk
The risk that the strategy adopted by the Board is incorrect or not implemented appropriately
resulting in sub-optimal performance and impact on profitability.
Key Mitigants
The Group has a strategic planning cycle which commences with a fundamental review of
strategy at least every 5 years (normally every 3 years). Further supporting this is an annual
review of the strategy by the Board to determine the continuing relevance. To ensure the
strategy is implemented effectively, the Group engages in a robust business planning and
review process that results in an annual plan including key initiatives and budget.
The Group has a 2023-2027 Strategy in place which notes the importance of developing a
clear ESG strategy, as well as having defined metrics and targets to ensure FBD is making a
meaningful impact on wider ESG considerations.
Reputational Risk
The risk of reputational or brand damage arising from inadequate or failed processes and
systems or badly executed strategy/poorly executed communication.
Key Mitigants
The Group’s Board and senior management set the ethical and behavioural tone for the
Group. In support of this a number of Group policies are utilised which influence employee
behaviour, including a Reputational Risk Policy, Fitness & Probity Policy, an Anti-Fraud
Policy, Code of Conduct Policy, Conflicts of Interest Policy and a Speak Up Policy.
The Group has established a Corporate Governance Framework which is in full compliance
with the requirements of the Central Bank of Ireland’s Corporate Governance Requirements
for Insurance Undertakings and the UK Corporate Governance Code.
Reputation, integrity and character of persons are key considerations in establishing
business arrangements and throughout the life of the relationship.
Independent customer satisfaction research is undertaken and customer complaints are
dealt with efficiently to ensure the quality of products and services offered to customers.
The Group’s claims philosophy is to be “Fair to the customer and fair to FBD”. This
philosophy guides the Claims function in its handling of all customer claims.
The Group has aligned its Environmental, Social and Governance (ESG) initiatives to assist it
focus and influence on improving the lives of our customers and wider Irish society.
FBD have set up a Sustainability Committee that report into the Board through the CEO and,
during 2022, the Group agreed a company wide ESG strategy which they will implement over
the coming years.
27
Strategic Report Environmental, Social & Governance Financial Statements Other Information
Key Risks and Mitigants (continued)
Operational Risk
Operational Risk is the risk of loss resulting from inadequate or failed internal processes, people
and systems or from external events. FBD’s material operational risks include people risk,
business process risk, change management risk, information technology risk, legal and
regulatory risk and business continuity risk and outsourcing.
Key Mitigants Risk Management Framework
Operational risk is governed through business standards covering key processes. This is
complemented by our Risk Management Framework that defines the structure in place to
identify, measure, manage, monitor and report on operational risks and mitigating controls
with defined risk tolerances and Key Risk Indicators (KRIs).
There is a ‘three lines of defence’ system in place, with line management being primarily
responsible for risk management, with extensive second and third line challenge over the
operational control environment.
The Own Risk Solvency Assessment (ORSA) provides for a scenario based approach to
determine the appropriate level of capital to be held in respect of operational risks.
The appropriateness of the risks and controls related to Climate Risk, including the potential
risks, time horizon and double materiality impact will be assessed on a quarterly basis via the
Risk Control Self Assessment (RCSA) process.
The Group will, going forward, perform periodic assessments to assess the materiality of
climate change exposures at a Group level.
Information Technology Controls
Sound information technology controls are in place across the Group, including a dedicated IT
security team with overall responsibility for managing information technology security
standards, which together with on-going employee training and regular cyber-risk reviews
are used to mitigate such information technology risks.
Business Continuity Plans
The Group has taken significant steps to minimise the impact of Business Interruption that
could result from a major external event. Formal Business Continuity and Disaster Recovery
plans are in place for both workspace recovery and retrieval of communications, IT systems
and data. If a major event occurs, these plans will enable the Group to either move the affected
operations amongst its various sites or invoke remote working from home. FBD carries out two
minor and one major Business Continuity/Disaster Recovery exercises per year.
Personnel
The success of the Group depends upon its ability to retain, attract, motivate and develop
talent. FBD are committed to providing employees at all levels with appropriate training,
development and education relevant to their role. Training needs are identified through
performance management and operational planning. A Talent Management and Succession
Plan is in place and reviewed regularly. This ensures that FBD develops and retains key talent
and is best placed to replace key roles in a seamless manner should the need arise.
28 FBD Holdings PLC Annual Report 2022
Strategic Report
RISK & UNCERTAINTIES REPORT (continued)
C. Climate Change
The management of climate risk is strategically important to
FBD, from both a commercial and Stakeholder perspective. It is
an area of focus for the Group and under active consideration,
particularly;
Physical risks to property and person from variable weather
patterns and long term climate change.
Transition risks from the process of adjustment to a low
carbon economy.
FBD will manage climate risk primarily through the quarterly
Risk and Control Self Assessments process. The review ensures
that each Business Area has appropriately captured the risks
related to Climate Risk (both transition risks and physical risks)
and has supporting mitigating controls in place.
The quarterly review will also ensure that risks and controls
related to climate consider the time horizon and double
materiality impact. This approach ensures that climate risk is
evaluated and managed within a defined Framework subject to
ongoing challenge and validation, ongoing analysis, monitoring
and reporting of it are in place and embedded within governance
structures as it evolves.
Climate risk has been integrated into capital planning as part of
the Own Risk and Solvency Assessment (ORSA) process.
D. Inflation and Geopolitical Risk
2022 saw the return of significant inflation to developed world
economies. The energy crisis, which was exacerbated by the
Russian invasion of Ukraine, was largely behind the upward
spiral. Central banks around the world have been raising interest
rates aggressively in an effort to keep the rate of inflation under
control. This has resulted in bond markets having their worst
year in a long time. It remains a risk whether this monetary
policy will have the desired outcome in controlling inflation and
whether it will push these economies into a recession with a
resultant impact on asset prices.
FBD experienced significant mark-to-market losses on its bond
portfolios during 2022, however, due to the buy and hold nature
of the portfolios these losses will unwind as the bonds approach
maturity while the higher yields on reinvestments will have a
material impact on investment income over the coming years.
Higher inflation not only impacts on market risk but also
reserving and underwriting risk. The rapid rise in the rate of
inflation during 2022 has a resultant impact on reserving for
future claims and pricing of new business. FBD’s Actuarial team
is continually monitoring the rate of inflation for the purposes of
reserving and pricing.
The rising cost of building materials and labour during 2022
meant the risk of underinsurance for FBD policyholders was a
significant risk in the case of home and property insurance. In
response to this risk FBD ran a number of initiatives including
issuing a communication to home policyholders outlining the
consequences of underinsurance and updating the Home Policy
Booklet with additional guidance for our customers in relation to
underinsurance.
Geopolitical risks have increased globally in the last year. The
Russian invasion of Ukraine was the catalyst for the energy crisis
in Europe last year and exacerbated inflation which was already
increasing significantly. The risk of the war broadening remains a
significant risk. There are other flash points in the world where
geopolitical risk is elevated also. An escalation in these risks may
impact FBD in the form of market risk and inflation risk.
E. Emerging Risks
An emerging risk is a risk which may or may not develop, is
difficult to quantify, may have a high loss potential and is
marked by a high degree of uncertainty. We have a defined
process in place for the identification of and response to
emerging risks, which is informed through the use of subject
matter experts, workshops, Risk and Control Self Assessments
and consulting a range of external resources. Key emerging risks
are monitored regularly by the Board and Risk Committees to
assess whether they might become significant for the business
and require specified action to be taken.
Key Emerging Risks include:
An increased frequency of cyber attacks, and the impact that
these factors may have on society’s future insurance needs
and claims types and frequencies.
Stricter Emission Targets and ESG driven market change.
Technological advances changing the shape of the insurance
industry and competitive environment.
Changes in customer behaviour including the potential
expectation to communicate largely through mobile
channels or the expectation of self-service and self-solve.
Global deterioration in economic conditions and particularly
in Ireland may lead to a reduction in revenue and profits.
Global socio-political uncertainty that may cause an adverse
impact on profitability.
Evolving regulatory and legislative landscape. We
continuously monitor developments at both a local and EU
level to ensure continued compliance with legislative and
regulatory requirements.
Availability of reinsurance may be restricted due to
macroeconomic, environmental and/or market
developments.
29
Strategic Report Environmental, Social & Governance Financial Statements Other Information
ENVIRONMENTAL, SOCIAL & GOVERNANCE
FBD’S ESG Direction
of Travel
The Journey Begins
• D&I
• Carbon Neutral Operations
• GHG - Scope I &
Scope II Assessments
• 30% Club
Disclosure
• TCFD
• EU Taxonomy
• Investment portfolio divestment
to achieve ESG target
• ESG Supplier charter & tender
Bring to Life
• Scope III baseline assessment
• Consideration of Science Based Targets Initiative
• Principles for Sustainable Insurance sign up - integrate
and embed into our business model & decision making
• Enhance Metrics & Targets
Strategy
• Determine where we can have a
meaningful impact
• Embed within our business - Appropriate
governance structure & resources
• Baseline, Current state & Framework
assessment completed
Advocacy
• Expand our targets & activity to
support our customers in their
sustainability journey
• Corporate Sustainability
Reporting Directive
2017-20 2021 2022 2023 2024+
ESG Scaling up in FBD
FBD – A local insurer, supporting & sustaining local communities
What ESG means
to FBD
Environmental, Social and Governance
(ESG) refers to three pillars of a set of
standards which guide corporate behaviour
with a view to companies becoming better
global citizens. ESG is relevant to any
company in any country and in any sector.
Environmental (“E”) considers how a company
impacts the environment around it, and includes
issues such as climate change, biodiversity, nature,
carbon emissions, waste and pollution.
Social (“S”) considers how a company impacts
people, and includes issues such as working
conditions, diversity, equity and inclusion (DEI),
charitable giving, human rights infringements,
modern slavery, sourcing of goods and services,
product liabilities, privacy concerns, consumer
protection and data security.
Governance (“G”) considers how sustainable a
company is (business model; financial & outputs)
& how a company functions ethically across its
corporate culture, its board and management,
and its disclosures.
30 FBD Holdings PLC Annual Report 2022
Environmental, Social & Governance
In 2022
...we undertook a structured process involving 3 steps
... to determine where we can have a meaningful impact
Step 1: FBD’s Culture & Regulations
It is in FBD’s DNA to support and
sustain our communities
Determine the regulations of
importance to FBD
Step 3: Our Framework
Create a framework to
assess our activities relative
to the Principles for
Sustainable Insurance
Step 2: The Principles
Detail the framework at
the forefront for the
insurance sector
…Deliver on our ESG
journey & support our
customers in theirs
…a strong presence at the
heart of the community
we serve
…and a best in breed,
proactive governance
structure
Meaningful
Impact,
Measurement
& Action
Focus on Ireland
…are the leading insurer
in Agri/Farming
31
Strategic Report Environmental, Social & Governance Financial Statements Other Information
32 FBD Holdings PLC Annual Report 2022
Environmental, Social & Governance
Deliver on our ESG Journey
UN PSIs will guide our ESG Strategy and be delivered by our
Business through clearly defi ned Pillars
Support our customers in their ESG Journey
UN Sustainability
Development Goals
In line with previous reports
we have aligned our ESG
initiatives to the UN 17 point
Sustainability Development
Goals (SDGs)
SAVE 20%
ON YOUR HOME
INSURANCE
Offer valid on new home quotes for
homes with a BER rating of B3 or higher.
Talk to us to
find out more
*20% discount on new private home phone or branch quotes with a minimum B3 energy rating. Year 1
only. BER cert or number required and will be validated. Quote valid for 30 days. Not in conjunction with
any other promotion.
Acceptance criteria, terms and conditions apply. FBD Insurance Group Ltd trading as FBD Insurance is
regulated by the Central Bank of Ireland. Home insurance are underwritten by FBD Insurance plc.
20%
OFF*
New policies only
2 months
FREE
New policies only
Up to
50%
No
Claims Discount
Based on 5 years claims free
E
UN Principles for Sustainable Insurance
Principle 1: We will embed in our decision-making
Principle 2: Work together with our clients and business partners to
raise
awareness
Principle 3: Work with key stakeholders to promote widespread action
Principle 4: Disclose publicly our progress in implementing the Principles
...& Our Pillars
Corporate & Advocacy
How we govern the organisation, our pledge and promise
Disclosures
Reporting, Metrics & Measurements
Operations
How we run the
organisation
Underwriting & Sales
Areas of the business
that create liabilities
Investments
Manage the
company assets
Highlights and examples of how we are already delivering and having a meaningful impact
FORESTRY COVER INSURANCE
ARE YOU PROTECTED?
Insure your woodland for:
Crop Value
Loss of investment cover for growing
timber compensates owners for
the growing years lost as a result of
damage to their plantation or the
occurrence of an insured peril such a s
Fire and Storm.
1
Reconstitut ion of Trees
Make sure that you are covered for
the cost of replanting aer a re or
another insured loss.
Fire Brigade char ges
2
Attendance to a re in your crops.
Attendance to a re near your crops in
order to prevent damage.
Visit your local branch or call
0818 617 697
to find out more.
1
Storm cover an d re-
establishment cover available
on trees up to 20 year s old.
2
Standar d limit of up to €25,000
Terms, conditions an d normal underw riting apply. FBD Insur ance Group Ltd, tra ding as FBD Insurance
is regulat ed by the Central Ban k of Ireland. Insura nce is underwrit ten by FBD Insurance pl c.
33
Strategic Report Environmental, Social & Governance Financial Statements Other Information
A strong presence at the heart of the community we serve
Best in breed, proactive governance structure
Gender Pay Gap report produced
2025 Target % of
board female / male
2026 Target % Women in
leadership & management
60
%
40
%
40
%
Supporting Change at FBD
The Gender Pay Gap
S
G
34 FBD Holdings PLC Annual Report 2022
Environmental, Social & Governance
CLIMATE
ACTION
FBD Supporting the Environment
Climate related disclosures for FBD
The Task Force on Climate related Financial Disclosures
(TCFD) is the framework through which FBD discloses the
Group’s climate related risks and mitigation and forms a key
part of FBD’s overall ESG framework. This is the second year
that FBD will be disclosing climate related information
aligned to the TCFD recommendations. Good progress has
been made and the Group will continue over the year ahead
to further integrate the recommendations throughout the
business. Whilst FBD has included climate related financial
disclosures below which are consistent with the TCFD
recommendations and recommended disclosures there are
some gaps with the requirements which are called out in the
‘Future Developments’ section below.
About TCFD
The Task Force on Climate-related Financial Disclosures
(TCFD) is a group of experts appointed by the Financial
Stability Board to develop recommendations on the types of
information that companies should disclose to support
investors, lenders, and insurance underwriters in
appropriately assessing and pricing a specific set of risks –
risks related to climate change. The Task Force developed
four core elements on climate related financial disclosures
that are applicable to organisations across sectors and
jurisdictions.
Under these four headings are a further eleven supporting
recommended disclosures. FBD has summarised its climate
related disclosures under these eleven supporting disclosures
in the paragraphs below. For further detail on TCFD including
the final recommendations and the latest status report, see
the following link: https://www.fsb-tcfd.org/.
Core Elements of Recommended Climate-Related Financial Disclosures
G
o
v
e
r
n
a
n
c
e
S
t
r
a
t
e
g
y
R
i
s
k
M
a
n
a
g
e
m
e
n
t
R
i
s
k
M
g
m
e
n
t
Metrics
and
Targets
Governance
The organisations’ governance around climate-related
risks and opportunities.
Strategy
The actual and potential impacts of climate-related risks
and opportunities on the organisation’s businesses,
strategy and financial planning.
Risk Management
The processes used by the organisation to identify, assess
and manage climate-related risks.
Metrics and Targets
The metrics and targets used to assess and manage
relevant climate-related risks and opportunities.
https://assets.bbhub.io/company/sites/60/2021/10/FINAL-2017-TCFD-Report.pdf
ENVIRONMENTAL
35
Strategic Report Environmental, Social & Governance Financial Statements Other Information
Governance
TCFD Recommendation:
“Describe the board’s oversight of climate-related risks
and opportunities.”
The Board of FBD is ultimately responsible for decision
making within the Group including the oversight of climate
related risks and opportunities. The Board has responsibility
for oversight of climate related risk and for monitoring and
mitigating this risk. It is responsible for the Group’s climate
strategy.
In 2022, following a Strategic Review, ESG (including climate
related issues) was included as a dedicated work-stream
within FBD’s overall Group Strategy. The FBD Sustainability
Committee (see below) is responsible for implementing the
ESG Strategy and reports to the Board through the Chief
Executive Officer. There is a climate agenda item on all
regular Board meetings where Directors are kept informed of
all developments in this area.
The Board Risk Committee has additional oversight of
climate-related risks as the management of climate risk
is a core part of FBD’s Risk Management Framework and
climate risk has been integrated into capital planning as
part of the Own Risk and Solvency Assessment (ORSA)
process.
The Board Audit Committee has oversight of FBD’s
climate related disclosures.
The Board members have received ESG training, with a
particular focus on climate issues, from an external
consultant and will continue to receive training at least
annually. Following this, the Board participated in a
dedicated ESG Strategy session which further informed the
Board how these issues impact FBD. In addition:
A Board member obtained a qualification on Responsible
and Sustainable Finance in 2022.
A number of Board members have direct experience of
climate issues impacting the agricultural sector through
their past and current roles in organisations in this
sector.
TCFD Recommendation:
“Describe management’s role in assessing and managing
climate-related risks and opportunities.”
FBD established a Sustainability Committee comprised of its
Executive Management Team (EMT) and chaired by the Chief
Executive Officer. During 2022 the Committee met on a
regular basis to develop the ESG Strategy and is now
scheduled to meet at least quarterly. The Committee is
tasked with implementing the Group’s strategy for climate
related risk mitigation and for driving the climate agenda
across the Group.
In 2022 the Sustainability Committee commissioned a
Strategic Review to conduct a current state analysis of FBD’s
ESG credentials (including climate related risks and
opportunities) and to determine the Group’s long-term
strategy in this area. This project was supported by a number
of external consultants and an internal ESG Working Group.
The ESG Working Group is comprised of key personnel from
across the business including representatives from
Investments, Underwriting, Facilities, Claims, HR and Risk.
The Risk function is represented on the Sustainability
Committee and is the second line function which monitors
and oversees the implementation and integration of ESG
initiatives throughout the Group.
The output of this Strategic Review included a new structure
for assessing and managing ESG issues (including climate
related issues). It determined five Pillars and assigned
Executive Officers as owners of each Pillar:
Corporate & Advocacy – Company Secretary
Operations – Chief Technology & Operations Officer
Underwriting & Sales – Chief Commercial Officer &
Chief Underwriting Officer
Investments – Chief Financial Officer
Disclosures – Chief Financial Officer
The Sustainability Committee and ESG Working Group
members received ESG training, with a particular focus on
climate issues, from an external consultant and will continue
to receive training at least annually. It is the intention to roll
out this training to all Senior Management in 2023 as we
further embed awareness and management of climate
related issues throughout the organisation.
36 FBD Holdings PLC Annual Report 2022
Environmental, Social & Governance
ENVIRONMENTAL (continued)
Strategy
TCFD Recommendation:
“Describe the climate-related risks and opportunities the organisation has identified over the short, medium, and long
term.”
FBD has split climate Risk into two sub-categories of risk:
Transition risk - risks that arise from the transition to a
low-carbon and climate resilient economy; and
Physical risk - risks that arise from the physical effects
of climate change.
We define climate related time horizons as:
Short-term: 0-10 years
Medium-term: 10-30 years
Long-term: 30-80 years
FBD has identified the following risks and opportunities.
We continually seek to enhance our knowledge and
understanding of climate related risks and opportunities in
order to mitigate these risks and to take advantage of
opportunities as they arise:
Physical
Risk
Increased frequency and severity of weather events
Description If weather events increase in both frequency and severity leading to:
Gross and Net claims becoming both larger and more volatile.
Some risks becoming uninsurable, shrinking the insurance market and with negative impact on
customers.
Materiality There are no obvious signals that this is a material risk over the short term horizon. However in Ireland there
are increasing trends observed in river flows and an increase in frequency of heavy rain observed suggesting
that in the medium/long term that this could be a material risk for FBD.
Physical
Risk
Increased costs of reinsurance or unavailability of reinsurance cover
Description Our reinsurance costs and availability is dependent on recent weather experience in Ireland but also depends
on global weather events as we purchase cover from global reinsurers. Increased frequency and severity of
weather events could increase our reinsurance costs and/or reduce our level of Reinsurance cover leading to
an increase in our net claims costs.
Materiality There has not been an increase in extreme weather events in Ireland in recent years, however, there has
been an increase in extreme weather events in other parts of the globe. Increases in extreme weather events
on a global level may have a knock on effect on our reinsurance costs and Program structure as capacity in
the overall market reduces and represents a risk in the short term for FBD.
In Ireland there are increasing trends observed in river flows and an increase in frequency of heavy rain
observed suggesting that in the medium/long term that this could become a more material risk for FBD.
37
Strategic Report Environmental, Social & Governance Financial Statements Other Information
Physical
Risk
Reduction in asset values and lower investment returns
Description Some of our assets may be exposed to the physical impact of climate change on certain sectors and regions,
through for example, food and water supply restrictions and related inflation and natural disaster related
business interruption and asset repair costs.
Materiality While there are material risks in the short term for certain sectors and regions this is not deemed to be a
material short term risk for FBD given the short duration of the bond portfolios and the diversified nature of
the risk asset portfolios.
Medium term risks may be more pronounced in emerging market countries which are more vulnerable to
natural disasters, lack the resources to plan for these events and mitigate the social and economic
consequences of them. If current climate policies do not progress and temperatures continue to rise this
risk becomes more material to the global economy as a whole in the medium/long term.
Transition
Risk
Reduction in asset values and lower investment returns
Description A reduction in the value of our assets where the companies in which we have invested in lose revenue and/or
asset values reduce due to one or more of the following:
Increased cost of raw materials and abrupt and unexpected shifts in energy costs.
Increased business costs due to changing input prices (e.g. energy, water, insurance cover) and output
requirements (e.g. waste treatment).
Reduced demand for existing assets (stranded assets), goods and services due to a shift in consumer
preferences.
Certain companies and sectors being less resilient to the transition to a low carbon economy.
GDP and profitability impact of aggressive move to implement climate policies, levies etc.
Materiality While each of the above are risks in the short term this is not deemed to be a material short term risk for
FBD given:
the short duration of the bond portfolios.
the stress testing analysis shows FBD has a relatively small exposure to bonds with a high or excessive
Transition Risk as per our external manager’s rating system.
the diversified nature of the risk asset portfolios.
This risk becomes more material in the medium/long term if climate related economic and societal
changes and/or aggressive climate policies impact growth and profitability.
38 FBD Holdings PLC Annual Report 2022
Environmental, Social & Governance
Transition
Risk
The risk of a shrinking insurance market due to policy and societal changes
Description This is the risk that policy changes aimed at reducing carbon emissions and societal changes have the
impact of reducing insurable activity for example;
Emissions reduction target of 25% for agriculture in Ireland reducing farm activity and potential for
further reductions beyond 2030.
Increased carbon costs alongside better public transport and cycling infrastructure, autonomous
vehicles and the sharing economy which lowers reliance on the car in Ireland, reducing the size of the
motor insurance market.
Materiality Emission reduction targets have been set for agriculture and there has been a collaborative stakeholder
roadmap developed. However, there are no obvious signs that the agricultural targets and roadmap
represent a material risk over the short term. While the road map does indicate a change of agricultural
land use of approx. 9% to 2030, the objective is for farmers to continue to generate a viable income from
the land but by way of different mechanisms e.g. Forestry, Tillage, Anaerobic Digestion and other climate
friendly land uses which all require insurance cover. Stakeholder planning is focused on how to incentivise
farmers to engage to ensure targets are achieved. This approach should ensure no material impact on
farmer’s profitability and ability to meet insurance costs in the short-term.
Production practices may change more materially over the medium/long term but would still likely be
replaced with a need for insurance products to support customers as they develop and grow business
models which enhance biodiversity and reduce carbon footprint.
Public transport in Ireland requires years of development before we might see a significant reduction in
society’s reliance on the car and/or the development of alternative car use practices. Therefore this
represents a medium/long-term risk for FBD.
Transition
Opportunity
Extension of Insurance Products to include climate related features
Description Redesign of insurance products to incentivise better customer behaviour and provide additional cover for
climate positive customer risks.
Materiality Substantial change is predicted around the transition to more climate friendly practices across all business
lines and FBD will seek to enhance product features and claims delivery to complement these changes in
both the short and medium/long-term.
FBD already has a strong track record on Agri insurance to facilitate changing customer’s needs, changes in
the regulatory environment and supporting our customer base with new coverage needs with innovative
climate related features such as cover for environmental liability, damage to solar panels and damage to
domestic wind turbine cover.
Home insurance customers already benefit from discounts for high BER ratings and it is envisaged the
market will evolve to incentivise other climate friendly practices and offer more options in claims
resolution.
Research and product design is and will be on-going to ensure future opportunities are accessed and
appropriate changes are incorporated to ensure opportunities are realised within our risk appetite. Current
and potential ESG impacts are a key feature in the annual product assessment process.
ENVIRONMENTAL (continued)
39
Strategic Report Environmental, Social & Governance Financial Statements Other Information
Transition
Opportunity
Assisting customers on their climate transition journey
Description There may be opportunities for FBD to enhance its relationships among farmers by understanding their
needs and aiding them in any transition.
Materiality FBD has a strong track record in supporting the Agri-community and stakeholder groups. Substantial
funding is provided, primarily via FBD Trust, to support farm research, education, farm knowledge transfer
and health and safety. The overall objective is to support farmers and farm families into the future with a
focus on education, training and assisting in developments in technology and science for a wider range of
Agri-stakeholder organisations.
As stakeholder focus moves to science based emission reduction targets, enhanced biodiversity and farm
efficiency, FBD can be at the forefront of the insurance sector to continue our longstanding support. FBD’s
presence in the community and at farm level can continue to be seen by our customers and wider
stakeholder group as we engage positively and proactively to support customers on their ever-changing
farming journey and this can ultimately deepen our relationships with these communities. This represents
a short and medium/long-term opportunity for FBD.
Transition
Opportunity
Investment Opportunities
Description Identifying investments that will benefit from the transition to a more sustainable economy and avoiding
investments with high transition risk, may improve the risk/return profile of the portfolio.
Materiality This is an opportunity in both the short and medium/long-term as FBD has already made investments in
public and private market equity funds that aim to benefit from the transition to a low carbon economy. As
more products become available in other asset classes there is the opportunity to continue to enhance the
overall risk/return profile of the portfolio.
TCFD Recommendation:
“Describe the impact of climate-related risks and
opportunities on the organisation’s businesses,
strategy, and financial planning.”
Investments
FBD recognises that as an asset owner it has an important
role to play in the journey to a low carbon economy and the
goal of limiting future global temperature increases
enshrined in the Paris Agreement. Over the last number of
years, we have approached our climate related objectives
through the prism of the ESG framework.
As better data analytics have become available we have
progressed our analysis of the carbon intensity of the
investment portfolio with a view to implementing carbon
reduction strategies.
FBD has set targets for reducing the carbon intensity of
the corporate bond portfolio (see metrics section below)
and has actively sold bonds to achieve this.
The carbon intensity of a number of the funds in our risk
asset portfolio is significantly below the carbon intensity
of the relevant funds benchmark and we continue to
work with our manager to further reduce the carbon
intensity of the individual funds.
FBD actively integrates ESG considerations into its
investment processes across its book of more than €1bn in
assets. We are continually seeking to enhance our
understanding of the ESG investment landscape, the ESG
characteristics, risks and opportunities of our portfolio and
the actions we can take to invest in a more sustainable
future. There is broad acknowledgement across the
investment industry that including sustainability as part of
the investment process provides a wider perspective on risk,
potentially reducing volatility and enhancing risk-adjusted
returns. The FBD ESG framework incorporates the following
measures:
40 FBD Holdings PLC Annual Report 2022
Environmental, Social & Governance
Asset Manager Selection including Stewardship
FBD’s external asset manager due diligence review, selection
and retention processes place a strong emphasis on the
manager’s ESG capabilities and credentials. All our external
managers are signatories of the UN’s Principles for
Responsible Investment (PRI) and are required to provide
Sustainability Policies/Reports detailing how they promote
ESG both within their own corporate structures and through
engagement with underlying companies and fund managers
in relation to ESG transparency and proxy voting on company
resolutions. Stewardship is the process by which asset
owners can use their voting rights to influence the
management of a company to act in a more sustainable
manner – FBD’s main asset managers are signatories to the
UK’s Stewardship Code, the global gold standard.
Integration of ESG Factors into Investment
Portfolio
FBD’s corporate bond manager has developed their own
proprietary ESG scoring system, on a scale of A-F (A being
the best in class from an ESG perspective and F being the
ESG laggards) which takes into account the current ESG
profile and the steps the companies are taking to improve
their ratings. FBD has built quantitative limits based on this
scoring system into the Investment Policy, committing to
excluding F rated securities and holding a maximum of 5% in
E rated securities and 20% in D rated securities. This rating
system includes corporate emissions (and reduction
strategies) as a key input and utilises revenue thresholds for
sectors such as oil sands and coal extraction as an exclusion
screen. While there is a financial implication of this for FBD
in terms of foregone book yield, excluding or limiting
investment in these lower rated companies decreases
demand for their bonds and increases the cost of funding
which in turn incentivises companies to adopt more
sustainable practices. FBD initially sold c. €20m of bonds in
order to implement this policy and continues to monitor the
limits and dispose of bonds where appropriate to comply
with these restrictions.
The Risk Asset Fund is invested through collective
investment schemes and the external manager undertakes
due diligence and selection, placing an emphasis on how
ESG is built into the underlying manager’s investment
strategy and processes. They rate the managers on these
criteria as well as on the traditional investment metrics.
FBD allocates 50% of its developed market equity
exposure into a dedicated Sustainable Global Equity
Fund.
Approximately 70% of our Risk Asset funds are classified
as Article 8 under the Sustainable Finance Disclosure
Regulations (SFDR) (which means they seek to promote
environmental and social objectives).
FBD made a €5m commitment to a private markets
Global Impact Fund. The Fund targets 70-100% of its
investments towards those with a positive environmental
impact, with the balance targeted towards those with a
positive social impact.
While we are restricted by the availability of sustainable
investment products in some of the asset classes within
the risk asset portfolio, we continue to monitor
developments and expect to make more active
investment decisions in the future.
Insurance
In FBD we seek to identify opportunities to promote a
transition to a low carbon environment. We take into
consideration climate change and ESG considerations in our
product development process. We aim to incentivise
customers to make the transition to low carbon alternatives
where possible. One example of this is via a premium
discount for new home insurance customers whose BER
rating is a minimum of B3. This feature is available to all of
our home insurance product offerings. On our website we
also offer suggestions on how to make a person’s home more
energy efficient: https://www.fbd.ie/protection-stories/
home/how-to-improve-your-homes-ber-rating/.
On FBD’s Farm Multiperil product we have included
environmental liability cover for farmers as a standard
feature. This will respond to the clean-up and remediation
costs associated with an insured environmental incident
including first party clean up (the farmers own property), for
example leaking of silage effluent, slurry or oil resulting in
contamination of lands or watercourse.
FBD also provide insurance cover for farmers investing in
forestry. This is a key mitigant against climate change giving
forestry farmers the peace of mind that their investment will
not be lost due to fire or storm.
FBD is constantly seeking to innovate in its product features.
We are continually reviewing changes in the Agricultural
sector to ascertain if we can support policy aligned to
improving our climate footprint.
FBD product design also incorporates standard features to
support Farmers, Home Owners and Businesses such as
solar panels and wind-turbines used for own energy
production.
ENVIRONMENTAL (continued)
41
Strategic Report Environmental, Social & Governance Financial Statements Other Information
Facilities
The Facilities department in FBD manage the Group’s
buildings and infrastructure. A key objective for the
department is energy management with priority for usage
reduction and consequent emissions reduction. A 3% energy
reduction target in 2023 is now a mandatory objective within
the scope of all mechanical and electrical infrastructure
projects. The Facilities Manager’s business objectives, which
feed into their remuneration outcome, include an energy
usage reduction target.
The Facilities team coordinate a number of initiatives aimed
at reducing the Group’s carbon footprint:
FBD purchases all its electrical energy from renewable
sources.
In 2022, FBD reviewed mechanical & electrical
technology upgrade opportunities, focusing on controls.
In 2022, FBD improved its management of end of life ICT
(Information & Communications Technology) equipment
to maximise recycling potential.
In 2022, FBD introduced Electric Vehicle charging at our
Head Office.
In 2022, FBD completed the rollout of LED across all
properties. LED is a more energy efficient and
environmentally friendly light source.
FBD has an ongoing process to transition customers
from paper based printing to digital document
management.
Procurement
FBD expect our suppliers to measure, manage and reduce
their carbon footprint, to prevent environmental damage
and at all times comply with legislative and regulatory
requirements. The Head of Procurement in FBD has
introduced an ESG assessment tool on all large and strategic
tenders as part of its selection criteria for providers.
TCFD Recommendation:
“Describe the resilience of the organisation’s strategy,
taking into consideration different climate-related
scenarios, including a 2°C or lower scenario.”
FBD has undertaken stress testing in relation to its
investment portfolio for transition risk (a scenario where the
increase in average global temperatures is limited to 2°C or
lower). The stress testing involved FBD obtaining stresses for
its corporate bonds based on the ‘transition risk rating’ of the
underlying securities. These stresses were obtained from the
Group’s corporate bond portfolio manager and derived by
expert judgement. FBD’s Investment Department
extrapolated the stresses to the rest of the Group’s
investment portfolio adopting a prudent approach and
calculated an overall stress of €10m on the Group’s €1.1bn
investment portfolio (or 1% of the overall portfolio).
The transition risk stress for the Group is relatively low
demonstrating that the Group is resilient in respect of its
investment portfolio. This risk is further mitigated by:
The average duration of the corporate bond portfolio is
less than three years and FBD will have time to reinvest
maturities into companies with less transition risk.
Transition risk is more applicable to equities and is less
likely to result in the inability of companies to repay their
corporate debt over such a short timeframe to maturity.
Equity allocation is achieved through highly diversified
global equity funds (including an actively managed
sustainable equity fund) and the assumptions used in
this stress test are likely to be prudent.
Politically and economically it may take years to
implement legislation that would significantly increase
costs for companies.
Many of the companies that currently rate poorly are
also investing in “Green” solutions so their ratings are
likely to improve.
FBD actively integrates ESG (Environmental Social
Governance) considerations into its investment
processes across its book of €1.1bn in assets and is
continually seeking to enhance both its understanding of
the ESG investment landscape and the actions it can
take to invest in a more sustainable future.
Concurrently, Stress and Scenario Tests have been carried
out on the Company’s underwriting portfolio to understand
the potential impact of physical risks including;
The impact of an increase in the frequency and severity
of catastrophe (CAT) weather events on reinsurance
costs over a period of years;
The impact of a severe windstorm event (modelled on
2014 and adjusted for inflation and climate change
effects) on the capital position;
The impact of a severe flood event (modelled on 2009
and adjusted for inflation and climate change effects) on
the capital position, and;
The impact of a 1 in 200 year weather event on the
current capital position using a number of different
models.
42 FBD Holdings PLC Annual Report 2022
Environmental, Social & Governance
The scenario analysis highlights the good coverage
provided by FBD’s CAT reinsurance program, however, it
also highlights that climate change could make reinsurance
a lot more expensive and this could lower profits if these
costs are not passed on to customers. Also if the current
level of cover became unaffordable or unavailable FBD
would be more exposed to these CAT events.
There are no obvious trends that suggest an increase in
catastrophe weather events are a material risk over the
short term. Increased weather activity in other parts of the
globe may have a knock on effect on our reinsurance costs
and program structure, however, FBD benefits from a
geography that provides for exposure that is uncorrelated
with high-risk areas. In Ireland there are increasing trends
observed in river flows and an increase in frequency of
heavy rain observed suggesting that in the medium/long
term this could be a material risk for FBD. Mitigants against
this risk are:
We do re-price our policies frequently and can share
any increased reinsurance cost with policyholders,
something our competitors would also be forced to do.
We could adjust our underwriting acceptance criteria to
avoid insuring high risk policyholders in order to lower
reinsurance costs.
Risk Management
TCFD Recommendation:
“Describe the organisation’s processes for identifying
and assessing climate-related risks.”
FBD has adopted an enterprise risk management approach to
identify, measure, monitor, manage and report on risk. Risks
are identified through a combination of top-down and
bottom-up forward looking risk assessment processes,
outlined in a documented risk management framework,
which is approved by the Board and subject to annual update
and review. During 2022 climate risks were moved from the
Emerging Risks process and are now considered a core risk for
FBD and as such are integrated into the overall enterprise risk
management approach.
Operationally a ‘three lines of defence’ framework is deployed
to support the mitigation of each risk identified. This
framework ensures appropriate oversight of identified risks
through ongoing review and challenge from independent Risk
Management, Compliance and Internal Audit functions.
This enables FBD to understand and assess risk effectively
and integrate risk based decision making into strategic
planning and reporting.
In addition to this, identified climate risks are analysed
through the Own Risk and Solvency Assessment (ORSA)
process and assessed, on a quantitative and qualitative basis
as appropriate, for materiality and mitigation measures.
Notwithstanding the ongoing work and analysis in this area,
FBD will continue to develop and enhance its approach to
climate risk. The Group will continue to develop the skills of
its people through regular training, updates and role specific
initiatives to ensure appropriate management of climate risk
going forward.
Climate risk forms a core part of the 2023 FBD Risk function
plan with the integration of Risk and ESG reporting continuing
over the course of the year.
At an overall level, FBD will continue to ensure that guidance
and support is in place to provide for appropriate action to
identify, measure, monitor, manage and report on the risks
and opportunities presented by climate change and the
refinement of current techniques as it evolves for all of its
people. See section above in relation to governance for details
on these structures.
FBD will continue to work with its stakeholders and partners
to build solutions and products which reflect the changing
environment and the needs of its communities to ensure
effective support for future initiatives and the changing
environmental landscape.
ENVIRONMENTAL (continued)
43
Strategic Report Environmental, Social & Governance Financial Statements Other Information
TCFD Recommendation:
“Describe the organisation’s processes for managing
climate related risks.”
The management of climate risk is strategically important to
FBD, from both a commercial and stakeholder perspective.
The Group has a 2023-2027 strategy in place which notes
specifically the importance of assessing various climate
related risks. It is an area of focus for the Group and under
active consideration, particularly;
Physical risks to property and people from variable
weather patterns and long term climate change.
Transition risks from the process of adjustment to a low
carbon economy.
The Management of Climate Risk is a core part of FBD’s Risk
Management Framework. FBD will manage climate risk
operationally through the quarterly Risk Control & Self-
Assessment (RCSA) process. This process involves reviewing
the appropriateness of the Risks and Controls related to
Climate Risk, including potential risks (both physical and
transition risks), time horizon and double materiality impact
and ensuring that these risks are understood and integrated
into the wider Risk Management system for ongoing
mitigation and reporting. On an overarching basis
environmental considerations will continue to influence the
evolution of our overall Risk Appetite Statement also.
This approach ensures that climate risk is evaluated and
managed within a defined Framework subject to ongoing
independent challenge and validation, meaning ongoing
analysis, monitoring and reporting of it are in place and
embedded within local governance structures as it evolves.
TCFD Recommendation:
“Describe how processes for identifying, assessing, and
managing climate related risks are integrated into the
organisation’s overall risk management.”
Climate risk has been integrated into capital planning as part
of the Own Risk and Solvency Assessment (ORSA) process.
The annual ORSA is central to developing an integrated
approach to climate risk. It forms a forward looking view
through various physical, transitional and liability scenario
analysis to understand the impact on strategy, business
model, and activities across the Group.
Risks associated with physical risks including stresses on
catastrophe claims and Reinsurance cost assumptions have
been modelled as part of the 2022 ORSA. In terms of
transition risk, FBD has worked with Investment Managers to
establish exposures to assets with high or excessive transition
risk ratings. Stress tests were calibrated and performed on
asset values to help determine the financial risk associated
with these exposures.
RESPONSIBLE CONSUMPTION
AND PRODUCTION
Metrics
TCFD Recommendation:
“Disclose the metrics used by the organisation to assess
climate related risks and opportunities in line with its
strategy and risk management process.”
GHG Emissions
Since 2017 FBD has been obtaining independent third party
validation of its greenhouse gas (GHG) emissions. It has
enlisted the services of Clearstream Solutions for this
measurement and verification. They have calculated Scope
1 and Scope 2 emissions for FBD. The GHG verification
methodology employed entails:
Interviews with key personnel;
Review of methodology for data collection, aggregation
and appropriate classification of emission sources;
Review of data and information systems and controls.
Description of
Scope 1 Scope 2 –
Location Based
Scope 2 – Market
Based
Includes CO
2
emissions
generated
from gas and
heating oil.
Includes emissions
from the purchase
of electricity by
location.
Individual FBD
property
consumption
approach.
Includes emissions
based on FBD’s
purchasing decisions.
Carbon Neutrality
FBD has purchased carbon offsets from an Irish overseas
development agency called Vita. The carbon offsets
purchased offset the total Scope 1 and Scope 2 emissions as
well as those emissions generated by business mileage done
by its employees in 2021. This is the second year that FBD is
carbon neutral in respect of these GHG emissions.
Vita is an Irish overseas development agency working in
Africa for nearly thirty years, fighting hunger and latterly,
the impacts of climate change. Vita sells voluntary carbon
offsets on the wholesale and retail voluntary market using
the Gold Standard, an independent and highly respected
accreditation agency that operates to UN rules which
determines the emission savings from projects.
44 FBD Holdings PLC Annual Report 2022
Environmental, Social & Governance
Carbon Disclosure Project
On an annual basis FBD completes voluntary disclosure to
the Carbon Disclosure Project (CDP). CDP is a non-profit
charity which supports the global disclosure system for
investors, companies, cities, states and regions to manage
their environmental impacts. CDP takes independently
verified information supplied by FBD, and scores our
progress on climate action on a scale from A to F.
FBD’s rating in respect of 2021 (CDP submission for 2022
will not be done until July 2023) is a ‘B’ which is in the
Management category and is defined by CDP as “Taking
coordinated action on climate issues”. The European
Regional and the Financial Services sector averages are B
and B- respectively. This rating represents an increase on the
previous years ‘C’ rating and reflects the additional focus that
FBD has placed on ESG issues in this period.
TCFD Recommendation:
“Disclose Scope 1, Scope 2, and, if appropriate, Scope 3
greenhouse gas (GHG) emissions, and the related
risks.”
Scope 1 and 2 Emissions
The following graph illustrates the GHG emissions by year
from 2017 to 2022. While the impact of Covid-19 on
workplace occupancy had a distorting effect on the GHG
emissions in 2020 to 2022, we can see from the following
graph that total Scope 1 and 2 emissions have been on a
downward trajectory since 2017.
0
500
1,000
1,500
2,000
2,500
202220212020201920182017
GHG Emissions by year (tCO
2
e)
Scope 2: Market based
Scope 2: Location based
Scope 1
833
1,137
95
730
985
88
636
978
89
281
754
630603
0
0
86127
122
Progress made on emissions in 2022:
Scope 1 -32%
Scope 1 emissions were down by 41
tCO
2
e. The decrease on the previous
year arises from a combination of post
Covid normalisation of ventilation and
heating requirements, together with
better FBD House heating control.
Scope 2:
Location
Based
+4%
Scope 2 location based emissions
were up 4% on the previous year.
Workplace attendance increased in
2022, increasing the demand for
purchased electricity.
Scope 2:
Market
Based
0% Scope 2 market based emissions
continue to be zero in line with 2021
as FBD only purchase energy from
renewal sources.
Scope 3 Emissions
Scope 3 emissions are indirect emissions generated as a
result of doing business from FBD’s upstream and
downstream activities. Due to the lack of reliable data it can
be difficult to quantify the emissions from some of these
activities. In 2022, FBD conducted a screening exercise to
identify the main contributors to its Scope 3 emissions in
conjunction with an external climate consultant. Progress
has been made in quantifying the emissions from some of
these sources - the following table lists the activities
identified as well as the methodology used in estimating the
amount of Scope 3 emissions. We expect to refine the
calculations of the emissions from these sources over time
as better quality data becomes available. Due to the
estimated nature of some of these numbers they should be
considered indicative rather than the true level of FBD’s
emissions.
More work is required to quantify the emissions from the
following sources:
Purchased Goods and Services and
Employee Commuting and Working from home.
ENVIRONMENTAL (continued)
45
Strategic Report Environmental, Social & Governance Financial Statements Other Information
Source of Scope 3 emissions Methodology used to estimate tCO
2
equivalent
Investments – Corporate Bond
Portfolio
The emissions are estimated from the Scope 1 and Scope 2 carbon
footprint metrics provided by our portfolio manager as at 31 Dec
2022.
39,733
Investments – Risk Asset
Portfolio
Scope 1 and Scope 2 emissions data provided by our portfolio manager
as of 31 Dec 2022. Sovereign bond exposure is not included in the
analysis by convention.
12,312
Business Travel Industry emissions factor applied to claimed mileage in 2022 for
employees who travel as part of their job.
328
Waste Industry emissions factor applied to waste generated during the year 11
Water Industry emissions factor applied to water generated during the year 2
Total Total Scope 3 emissions 52,386
TCFD Recommendation:
“Describe the targets used by the organisation to
manage climate related risks and opportunities and
performance against targets.”
Carbon Intensity of Corporate Bond Portfolio
The carbon intensity of a bond portfolio expresses the
carbon emissions of the companies in relation to their
revenue, weighted according to the respective share of a
security in the overall portfolio. In the case of FBD’s
corporate bond portfolio, which accounts for just under
50% of its overall assets, FBD has set a target to reduce the
carbon intensity of the portfolio by a factor of 60% over 9
years starting from baseline date of 1st January 2021. FBD
has written this target into the portfolio guidelines with its
investment manager and will monitor the planned reduction
on a regular basis to ensure that it is being achieved. The
reduction versus the baseline stands at 53% as of 31
December.
Future Developments
FBD will continue to further develop and improve its
management of climate risks/opportunities and enhance its
disclosures in the future. The following areas were identified
which are not fully consistent with the recommended
disclosures due to a lack of relevant data/expertise/
progress. FBD will strive to address these shortcomings in
the coming years.
Governance
Increasing the level of detail on the Board’s oversight of
climate related risk and opportunities, including how
the Board considers climate related issues when
reviewing and guiding strategy, major plans of action,
risk management policies, annual budgets, and business
plans as well as setting the organization’s performance
objectives, monitoring implementation and
performance.
Strategy
Increasing the level of detail disclosed regarding impacts
and providing more quantitative analysis.
Providing additional scenario analysis in respect of the
resilience of the underwriting portfolio and increasing
the number of scenarios modelled including those
specified in the TCFD guidelines.
FBD has adopted the UN Principles of Sustainable
Insurance (PSI) and will continue to embed these
principles throughout the business.
Risk Management
Providing more information around the process for
identifying and assessing climate related risks.
Providing more information around the process for
managing climate related risks and the specific
mitigating actions undertaken.
46 FBD Holdings PLC Annual Report 2022
Environmental, Social & Governance
Metrics and Targets
Increasing the metrics and targets that FBD uses to
measure and manage climate related risks and
opportunities including for the Company’s investment
and underwriting portfolios as well as FBD’s own
facilities. Over the course of 2023 FBD intends to further
develop reporting on Scope 3 emissions and to
investigate signing up to the Science Based Targets
initiative (SBTi) in order to set science-based emissions
reduction targets.
Continue to increase the measurement and
understanding of Scope 3 emissions and how these will
be mitigated.
Taxonomy Regulation
The EU Taxonomy is a tool to help investors, companies,
issuers and project promoters navigate the transition to a
low-carbon, resilient and resource-efficient economy. The
Taxonomy Regulation is a key component of the European
Commission’s action plan to redirect capital flows towards a
more sustainable economy. It represents an important step
towards achieving carbon neutrality by 2050 in line with EU
goals as the taxonomy is a classification system for
environmentally sustainable economic activities.
In the following sections, FBD describe the share of our
non-life premium income and total assets, which are eligible
economic activities to make a substantial contribution to the
first two environmental objectives of the EU taxonomy:
climate change mitigation and
climate change adaptation,
in accordance with Article 8 Taxonomy Regulation. FBD will
review the substantial contribution made to the remaining
four environmental objectives in future reporting periods
when screening guidance for these objectives are finalised.
Non-life premium income
FBD has considered all premium from each line of business
described in the delegated regulations ((EU) 2021/2139) for
eligibility for the taxonomy. The premium must demonstrate
direct coverage of climate-related natural hazards in line
with the delegated regulation. As our systems do not
categorise data in a manner consistent with the taxonomy,
we have assumed premium that has property cover, which
includes catastrophe cover, and premium that includes
environmental (pollution) cover, as eligible. We classify all
other lines of business that do not contain any direct climate
relevant coverage or are not described in the delegated
regulations, as not eligible for the taxonomy, subject to the
development of further guidance.
Taxonomy eligible premiums contributing to
enabling climate change adaptation
31%
Taxonomy non-eligible premiums 69%
The taxonomy eligible premium is calculated as the amount
of premium of the eligible lines of business (numerator)
divided by total premium for all lines of business
(denominator). The total premium is consistent with the
amount disclosed in the Consolidated Income Statement.
From next year, FBD will be required to report under
taxonomy alignment, which goes beyond the current eligible
reporting. Under alignment, FBD will further scrutinise the
eligible activities to see if the activity complies with the
requirements of the Technical Screening Criteria (substantial
contribution to climate change adaption), the “do no
significant harm” criteria and minimum social safeguards to
be taxonomy aligned. FBD are in the process of reviewing the
alignment criteria in preparation for reporting in the 2023
Annual Report.
Assets
The EU Commission has clarified that specific information
published by companies and investment funds may only be
used to assess taxonomy capability within the framework of
non-financial reporting. The availability of this data
continues to be limited as investees struggle with the
taxonomy requirements. FBD continues to engage with its
investment managers, however, they do not have data that
aligns with the taxonomy for the Group’s investment assets
as of the reporting date.
ENVIRONMENTAL (continued)
47
Strategic Report Environmental, Social & Governance Financial Statements Other Information
Availability of data from companies and investment funds is
expected to improve which will enable us to provide better
information for the next reporting period. We expect that
our Key Performance Indicators (KPI’s) will change with
increasing data availability in the coming reporting periods.
As at 31st December 2022 %
Exposure to sovereign bonds as a proportion
of Total Assets
The share of sovereign bonds as a percentage of
Total Assets
24%
**Exposure to derivatives as a proportion of
Covered Assets
The proportion of derivatives is calculated
according to the following formula: (Total
derivatives/(Total Assets – Sovereign Bonds)) *
100
0%
Exposure to corporate bonds not subject to
NFRD as a proportion of Covered Assets
The proportion of non-reporting entities
according to NFRD is calculated using the
following formula: (Investments in Companies
that do not report under the NFRD/(Total Assets
– Sovereign Bonds)) * 100
44%
Taxonomy non-eligible activities – as a
proportion of Covered Assets
The non-taxonomy-eligible investments are
calculated using the following formula: (non-
taxonomy- eligible investments/(Total Assets –
Sovereign bonds)) * 100
56%
**Taxonomy eligible activities – as a
proportion of Covered Assets
The taxonomy-eligible investments are
calculated using the following formula:
(taxonomy- eligible investments/(Total Assets –
Sovereign bonds)) * 100
0%
**0% as data not yet available
Notes:
Total Assets is not clearly defined in the Regulations and
is consequently open to interpretation. Taking into
account the FAQ published by the EU on December 20,
2021 and with a view to consistent and comparable
reporting, we have assumed Total Assets includes total
financial assets per the Consolidated Statement of
Financial Position.
Covered Assets equal Total Assets less Sovereign Bonds.
All investments whose issuer country is outside the EU
and for which we have reliable information from our data
provider that they do not fall under the reporting
obligation according to NFRD (Out of Scope) are outside
the scope of the KPIs for taxonomy eligibility reporting.
In the absence of specific data on economic activities
carried out and of the reporting according to NFRD, we
report all other investments as non-taxonomy-eligible if
they are located within the EU.
48 FBD Holdings PLC Annual Report 2022
Environmental, Social & Governance
SOCIAL
DECENT WORK AND
ECONOMIC GROWTH
FBD Supporting our People
FBD realises that our people are the most important asset
that we have. To support our people, we need to have the
appropriate culture and values embedded in our
organisation.
Our Culture and Our Values
Our culture defines the values and behaviours that we will
champion and promote as a Group. Values in action is based
on the belief that real sustainable culture change is shaped
by the behaviour of individuals at all levels across the
organisation. These values define our culture and the
character of the Group, guiding how we behave and make
decisions.
Our
Values
Respect
Respect
Community
Community
Innovation
Innovation
Ownership
Ownership
Belief
Belief
Communication
Communication
FBD has a very clearly defined strategy that is aligned to our
culture and is actively considered and set by the Board and
EMT. The Board and EMT take a leading role in
communicating the desired culture to the organisation. This
remained a focus throughout 2022 and is achieved in a
number of ways including:
FBD has continued investing in various activities to align
all our employees, our culture and our strategy. This has
included the restructuring of elements of FBD’s variable
pay remuneration scheme to hold ourselves to account
for how we deliver against the behavioural expectations
of each role.
We continue to rollout our Mindful Leadership
Programme to support our desired leadership culture
and build coaching skills to embed this culture in teams
throughout the organisation.
In 2023, we will roll out FBD’s technical competency
framework which will complement the behavioural
competency framework and provide employees with a
holistic view of the expectations required of them.
Putting the
Customer First
Customer Focus
Problem Solving
Cultivating Relationships
Communicating Effectively
Supporting and
Collaborating with
Colleagues
Building Integrity & TrustDoing the Right Thing
Continuously Seeking
to Improve
Driving for Results
Leading Self
Leading Others
Leading Self
and Others
49
Strategic Report Environmental, Social & Governance Financial Statements Other Information
GENDER
EQUALITY
Diversity and Inclusion in FBD
At FBD our Diversity and Inclusion (D&I) objective is to foster
and promote an inclusive and equal employment work
environment for our employees and the customers we serve,
promote a harassment and discrimination free workplace,
investigate equal employment opportunity complaints and
provide guidance, training and resources. Our shared
commitment to working towards a consciously inclusive
workplace is key to creating an environment that fosters
innovation, employee engagement, creativity and the
collaboration required to be the insurance employer of
choice.
2022 saw a continued focus on Building Awareness, Meeting
the Standard and partnering with Industry Employee
Diversity and Inclusion Allyship. For details on FBD’s Board
diversity see page 86.
Building Awareness
Building on previous D&I workshops, FBD’s Executive
Management Team participated in workshops on both the
Gender Pay Gap and Un-Conscious Bias building awareness
and consideration of the impacts our decisions as people
leaders have on the demographics of our organisation. These
workshops were facilitated by Inclusio from the Dublin City
University Centre of Excellence for Diversity and Inclusion.
By the end of 2022, 80% of FBD’s people leaders had
attended awareness training on Unconscious Bias.
Meeting the Standard
In 2022, FBD achieved the Silver accreditation for being
Investors in Diversity through the Irish Centre for Diversity. It
is our ambition to achieve the Gold accreditation in the near
future.
The Irish Centre for Diversity host the Annual National D&I
awards. FBD has been shortlisted for two awards
Outstanding Diversity Initiative Award, and the LGBTQ+
inclusion award with the results being announced in
February 2023.
Industry Employee Diversity & Inclusion Allyship
FBD are a founding partner of VOiCE. VOiCE (Valuing
openness, inclusivity, culture and equity) is an industry-led
collaboration to create sectoral D&I benchmarking and FBD
are a founding partner within the insurance industry. The
goal is to provide a blueprint for understanding what good
culture and D&I practices in the workplace look like to
provide the foundation for developing inclusive cultures. We
are looking forward to being part of the collective voice and a
programme that will hold organisations to account for
promoting inclusivity and positive working cultures.
In 2022 FBD signed up to the Women in Finance Charter.
The ambition is to see more female representation at all
levels, including junior, middle and senior management,
leadership and board roles within financial services
organisations based in Ireland.
Building on our successful placement programmes in 2021,
FBD continued our partnership with the Trinity Centre for
People with Intellectual Disabilities in 2022. The programme
offers work placement opportunities for course participants.
The partnership will continue in 2023.
Gender Pay Gap
At FBD, we believe that an inclusive, diverse, and equitable
workforce is critical for the success of any company. On the
15th of December 2022, FBD produced a Gender Pay Gap
Report.
The Numbers
Our gender pay gap statistics provided below are based on
every employee working for FBD on the 15th June 2022, The
snapshot period used is the 12 months preceding the 15th
June 2022.
Overall Gender
Pay Gap
Overall Gender
Pay Gap
Mean Pay Gap 27%
Median Pay Gap 20%
Like many peers within the Irish insurance sector, our results
show a gender pay gap which is present within our
organisational hierarchy. A key reason for this imbalance is
that we have an under representation of female employees
at the more senior levels of management within FBD. These
roles attract a higher remuneration and is the key driver of
imbalance in the context of our gender pay gap.
50 FBD Holdings PLC Annual Report 2022
Environmental, Social & Governance
Inclusion and diversity is a business priority for FBD. We are
determined to lead programs and initiatives that increase
female representation across all levels of our business. We
continue to take a holistic approach to tackling the gender
pay gap and accelerate parity for women, setting sustainable
and measurable goals around gender representation at
senior levels, reviewing our internal structures, policies and
processes that bolster the ability of women to participate in
the workforce and contribute to wider society.
We believe achieving a better gender balance will be to the
benefit of FBD, the sector and wider community, bringing
greater diversity of thought, experience and leadership
styles in our decision making processes.
Women in Finance Charter
At FBD, we have committed to furthering our gender
equality agenda by becoming a signatory of the Women in
Finance Charter. Led by industry and supported by the
Government of Ireland, the Women in Finance Charter
underpins the financial services industry’s ambition to see
increased participation of women at all levels, including
junior, middle and senior management, leadership and
board roles within financial services organisations based in
Ireland.
A key finding of FBD’s Gender Pay Gap report is that we have
a lower level of female representation at senior
management level. By signing the Charter, we are
confirming our commitment by demonstrating actions in
advancing women through various management and board
levels, creating stretch targets and a documented plan for
greater gender balance in the organisation.
Our CEO and leadership team will be accountable for driving
these visible changes in the organisation. They will also be
responsible for measuring, monitoring and publicly
communicating on an annual basis on progress against the
targets set, so that transparency and accountability on
progress in driving change is evident.
SOCIAL (continued)
Our Representation Progress
2022
% of Females
2021
% of Females Progress
Interim Targets Headline Targets
% of
Females Target date
% of
Females Target date
Board 27% 25% +2% 30% 31/12/2022 40% 31/12/2025
Executive/C-Suite 30% 30% 0% 30% 30/06/2022 40% 31/12/2026
Senior Management 39% 33% +6% 35% 31/12/2025 40% 31/12/2026
Middle Management 26% 24% +2% 30% 31/12/2024 35% 31/12/2026
Junior Management 49% 47% +2% 50% 31/12/2024 55% 31/12/2026
51
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QUALITY
EDUCATION
Investing in Training and Development for
Our People
FBD’s Learning and Development mission is to enable the
implementation and delivery of FBD’s strategy through the
development of curious, innovative, resilient and engaged
people.
Our Mindful Leadership Programme continues to be the
bedrock of our leadership capability development. The focus
here is to empower leadership, at all levels, to execute on
FBD’s strategy utilising the core programme principles and
tools. We will build on this in 2023 to sustain leadership
practices which can deliver high performance.
Successful teams thrive on results and accountability with
both being inextricably linked. Accountability in the
workplace fosters better work relationships, eliminates
surprises, and improves overall job happiness. Our
Accountable Leadership workshops and ‘nudges’ during the
year were used to raise awareness of accountable behaviours
in FBD and instill these behaviours in our culture.
The first ever FBD Graduate Programme kicked off with a
week-long induction in our Head Office where participants
got to meet many of the senior leadership and engage with
them to understand our business. Although we have begun
to pivot back to some in-house training, such as this, we
continue to leverage on our ability to bring people together
virtually across locations to learn and grow.
We invested in a new Learning Management System (LMS),
which launched in May. This provides us with greater
functionality and includes both On-Line and Off-Line
learning capability. We used this to develop a Technical
Passport in quarter three 2022 as a vehicle to provide
technical and refresher training to our employees across
FBD on an ongoing basis. These quarterly eLearning and
in-house workshops ensure our people maintain and develop
their product and policy knowledge as they continue to
develop professionally in our regulated environment.
Staff Policies
FBD has a range of people policies in place to ensure full
compliance with legislation and with our commitment to
providing a safe and supportive working environment for our
employees. Fundamental to these policies and the
embedded culture, is a regard for the individual, their rights
and the mutual advantage of fostering our employees’
potential and supporting their career development.
These policies are communicated to all employees joining
FBD as part of the on-boarding process. They provide
information, guidelines and rules where appropriate in
relation to every stage of employment including
recruitment and selection; equality and diversity;
probation; learning and development; all types of leave;
benefits; remuneration; disciplinary and grievance.
Refresher modules are provided via e-learning for certain
policies to refresh the knowledge of employees on an
ongoing basis. In addition, policies and procedures are
reviewed on an annual basis to ensure they accurately
reflect employee entitlements and continue to support
FBD’s business objectives while remaining fit for purpose
and compliant and these updates are notified to
employees.
We also run campaigns to promote certain policies. It is our
mission to nurture the psychological safety among
employees so that everyone has a voice and understands
their rights.
GOOD HEALTH
AND WELL-BEING
Our People Giving Back
FBD employees are active in supporting local and national
charity based organisations. In 2022 our chosen charities
were Ronald McDonald House, who enable families to stay
close to their child for as long as they are undergoing
treatment in CHI at Crumlin, DePaul, who provide
assistance to the homeless and C.A.S.A. a support service
for people with disability.
Throughout the year employees in FBD contributed both
creatively through events such as ‘wear your jersey to work
day’, step challenges and directly through salary sacrifice
and food donation.
Health & Safety
FBD is committed to providing a safe place of work and
conducting all aspects of its business activities in such a
way as to achieve the best possible standards of health and
safety and welfare for its employees. The FBD Safety
Statement is the cornerstone of our safety management
system. The Safety Statement clearly outlines FBD’s
commitment to health and safety, identifies persons with
safety responsibilities, outlines the Group safety policies
and includes site risk assessments.
52 FBD Holdings PLC Annual Report 2022
Environmental, Social & Governance
SOCIAL (continued)
Supporting our Colleagues Wellbeing
FBD has an active and comprehensive Health & Wellbeing
strategy in place for our colleagues. The past 12 months
has seen significant engagement by our colleagues in the
wide range of activities offered as part of these
programmes.
Our programmes have included talks by specialists in
Mental Health, Menopause, Nutrition and Emotional
Wellbeing, supported by information campaigns on topics
such as Suicide, Self-Care, Isolation, Alcoholism,
Relaxation and Financial Wellbeing.
2022 saw the launch of two new flagship initiatives; our
inaugural Mental Health First Aid Training programme with
the first 15 volunteers completing training in 2022 and
“MyWellfest” a weeklong programme of engaging panel
discussions, motivational speakers and fun activities
promoting positive health and wellbeing.
DECENT WORK AND
ECONOMIC GROWTH
Anti-Bribery and Anti-Corruption
Our Code of Conduct Policy sets out the professional
standards and responsible behaviours expected to ensure
that we are appropriately focused on delivering the right
outcomes for shareholders and customers, meeting our
legal and regulatory requirements and appropriately
managing and mitigating risks. FBD requires all
employees at all times to act honestly and with integrity
and to safeguard the resources for which they are
responsible.
This is further underpinned by our:
Delivery of mandatory ethics training to all employees
annually;
Anti-Fraud Policy which outlines the role and
responsibilities for the reporting and investigation of
fraud;
Speak Up Policy which provides a framework for
employees to raise concerns about unlawful or
inappropriate conduct, financial malpractice, danger
to the public or the environment, possible fraud or
risks to the Group.
Respect for Human Rights
Under FBD’s Equal Opportunities, Diversity and Inclusion
Policy, all employees who work in FBD, and those who
use services provided by FBD, are treated with dignity and
respect, receive equality of opportunity and are not
subject to discrimination.
FBD seeks to ensure that respect for diversity, equality
and inclusion are embedded in all the services we provide
and the work we do. To this end, FBD’s Supplier Charter
details how FBD supports the Universal Declaration of
Human Rights and will work to enforce these rights within
our supply chain.
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QUALITY
EDUCATION
The FBD Trust
FBD Insurance is proud to partner with FBD Trust to
support a wide range of research and educational initiatives
which support rural communities, Irish farmers and their
families along with the Irish agriculture sector.
FBD Trust was established with an ambition to give back to
local communities in a way which would support and
promote their sustainable growth. FBD Trust achieves this
through supporting research and educational scholarships
for training and development, while also supporting
community groups and organisations along with bodies
who advocate for Irish agriculture. Currently, FBD Trust
invests approximately €2 million annually on projects
which include:
Teagasc/FBD Student of the Year Awards
Teagasc/FBD Student of the Year awards are presented to
the highest achieving graduates from Teagasc agricultural
colleges across the country. Nominees for these awards are
the next generation of farm leaders and innovators. FBD
has supported the Student of the Year Awards since their
inception by providing a bursary to the winner, category
winners and finalists. Dave Moloney from County Cork is
the 2021 Teagasc FBD Student of the Year; the 2022
Student of the Year will be announced in May 2023.
Dave Moloney, winner of the 2021 Teagasc FBD Student of the
Year awards
FBD Supporting the Agricultural Community
For over 50 years FBD has been invested in agriculture, farming and rural life in Ireland. We believe farmers, businesses, retail
customers and wider society feel real economic and social benefits as a result of our business activities. As a Group that has
been providing insurance for Irish farmers for more than 50 years we are uniquely placed to support Irish farmers and the
agricultural industry in Ireland.
Nuffield Scholarships
FBD sponsors the Nuffield Farming Scholarship
Programme. This programme provides agri-scholars the
opportunity to undertake research and achieve a global
perspective and exposure to new methods and ideas.
Scholars regularly go on to become influencers of
sustainable change and improvement within the food and
agri sector. FBD supports Nuffield scholarships to promote
excellence by developing and supporting these individuals.
ASA Conference Partner & ASA Fellowship
The Agricultural Science Association (ASA) is the
professional body for graduates in agricultural,
horticultural, forestry, environmental and food science. It is
the voice of the Agricultural profession in Ireland. FBD has
been the ASA conference partner for many years.
In addition, FBD sponsors the ASA Fellowship Programme,
which aims to contribute positively to scientific innovation
within the Irish agri-food industry. The fellowship assists
candidates to further develop their scientific knowledge and
experience while enhancing their communications skills in
the sharing of scientific information in an engaging and
accessible manner to the public.
The FBD Young Farmer of the Year Awards
The FBD ‘Young Farmer of the Year’ is a national competition
held in conjunction with Macra. The purpose of these
awards is to identify and recognise young farmer excellence
to inspire and empower the next generation of young
farmers in Ireland. The award recognises and rewards
top-performing young farmers. It promotes knowledge-
sharing, networking opportunities, a platform to showcase
and highlight Irish agriculture and the fantastic work being
done by young farmers. Adjudication is based on a number
of criteria including business initiative, sustainability and
innovation on the farm alongside enterprise quality, farm
safety, environmental protection awareness, agricultural
knowledge and community involvement. The 2022 FBD
Young Farmer of the Year is Christopher Tuffy.
54 FBD Holdings PLC Annual Report 2022
Environmental, Social & Governance
FBD Young Farmer of the Year, Christopher Tuffy, pictured at the
awards ceremony with Michael Berkery (FBD Trust), Tomas
Ó’Midheach (FBD Insurance), John Keane (Macra), Tim
Cullinane (IFA) and Liam Herlihy (FBD Insurance)
Women in Agriculture
FBD is a headline sponsor of the ‘Women in Agriculture
Conference’. This conference celebrates the role of women
in agriculture while highlighting gender issues in farming
and the agri-food sector. A key focus of this conference is
to explore how the gender balance within agriculture
might be improved into the future. Given the fact that 13%
of all farm holders in Ireland are women, this conference
plays a key role in the development of future government
policies.
Breda O’Donnell, Clonmel Branch Manager, speaking at the
Women & Agriculture Conference
INDUSTRY, INNOVATION
AND INFRASTRUCTURE
The Burren Winterage Weekend
At the end of summer, Burren farmers follow the ancient
tradition of herding their cattle onto ‘winterage’ pastures.
These cattle spend the winter grazing in the Burren’s
limestone uplands and this practise is key to the survival of
the region’s famous flora and fauna. The Burren Winterage
Weekend is a celebration of this tradition of Winterage and
includes a wide range of farming, heritage, cultural and
family events around the October Bank Holiday weekend
each year. The Burren Winterage School is held as part of
the Winterage weekend and it aims to unite farmers,
researchers, advisors and government representatives to
allow them to share ideas on sustainable pastoral land
management.
The annual Burrenbeo Winterage Weekend, supported by
FBD, celebrates not only the unique farming traditions of
the Burren, but also highlights, celebrates and supports
the broader significance of pastoral farming in shaping
much of the Irish landscape.
Patron Member of Agri Aware
A founding member of Agri Aware, FBD was one of a
number of agri-businesses that recognised the need for an
independent body to provide the general public with
information and education on the importance of
agriculture and the food industry to the Irish economy.
FBD’s annual support assists Agri Aware in continuing its
programme of educational and public awareness initiatives
among the non-farming community. Topics include
modern agriculture, the rural environment, animal
welfare, food quality and safety.
Grass10 – Grassland Excellence for Irish
Livestock
Working in partnership with Teagasc, the ‘Grass10’
programme aims to increase grass utilisation on Irish
livestock farms along with ambitious targets. Achieving
‘Grass10’ targets will require changes in farm practices
associated with both grass production and utilisation,
delivering best practice, and promoting sustainable
agricultural methods.
SOCIAL (continued)
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AHI CellCheck Awards
Since inception FBD has supported the Animal Health
Ireland (AHI) CellCheck awards. The purpose of cell check
dairy awards is to recognise and reward farmers who have
demonstrated excellence in the field of dairy herd health
management. Awards recognise farmers who have
implemented best practices in herd health management,
such as cell counting, and achieved excellent herd health
and milk production results.
Additionally, the CellCheck dairy awards encourage and
motivate farmers to prioritise sustainable dairy herd health
management and implement best practices, such as regular
cell counting, to improve the health of their herds and
increase milk production. It could also be used to raise
awareness among the public and industry professionals
about the importance of herd health management and the
benefits of cell counting in ensuring high-quality milk
production. 2022 saw over 500 recipient farmers attend the
annual awards ceremony sponsored by FBD.
Young Stockperson Competition
In 2021 The Irish Shows Association and the Irish Farmers
Journal organised the inaugural Young Stockperson
Competition sponsored by FBD. This competition provides
young people aged 8-25 the opportunity to practice their
animal showing skills, in addition to training and educating
the next generation about animal showing and
stockmanship. FBD continued to support this initiative in
2022 with the National finals taking place at the Trim Show.
University Research & Support - At home and
abroad
FBD supports a wide range of supports and grants to
universities including academic positions and agri-related
organisations and events. Recent academic sponsorships
include Sustainable Soil research and development and
supporting the UCD Ag Society.
Baraka Agricultural College (BAC) is a leading Innovation
Support and Training Centre located in Kenya. The college is
supported by the Irish Embassy in Kenya along with Teagasc
and their Kenyan equivalent, KALRO.
In association with Teagasc, FBD Trust has provided a grant
to invest and improve the Capital infrastructure of the
college as it expands its educational reach. An innovation
support unit is planned, and this unit will work with local
Co-ops in the region. It will have the capacity to provide
specialist support to extension officers working with Co-ops
(~1,000 farmers) as well as to the county extension service.
BAC will also demonstrate excellence in farming at the
college along with dedicated demonstration farms.
GOOD HEALTH
AND WELL-BEING
Farm Protect
Farming can be very rewarding and provide a great way of
life, but it is also a high-risk industry, which presents many
challenges due to its unique workplace setting, the aging
profile of farmers and the fact farmers are potentially
exposed to more dangers compared to other sectors, such as
tractors, ATVs, heavy machinery, large animals, slurry gases
and construction work. While there has been a small decline
in the number of fatal accidents in Agriculture in 2021 and
2022 it still continues to be the sector with the most fatal
accidents in the workplace. FBD’s objective is to support
initiatives which will make the farm a safer place for all. In
addition, we have a dedicated risk management team who
work directly with farms and businesses to help improve
safety standards and awareness in the workplace. Stewart
Gavin, FBD Agri Underwriting Product Manager represents
FBD on the National Farm Safety Partnership Advisory
Committee (FSPAC) to the Health and Safety Authority. The
FSPAC is currently working on the delivery of the actions
highlighted in the Farm Safety Action Plan 2021-2024,
which aims to reduce the level of fatalities, serious injuries
and ill health in the agriculture sector.
FBD’s Farm Protect campaign aims to encourage farmers to
make small but meaningful changes to their working
behaviour. While farmers’ attitudes to health and safety are
generally positive, simple changes can make a big difference.
We focus on promoting awareness of the critical behavioural
changes required through press, online adverts, social
media and through distributing safety messages, materials
and farm safety signs through our network of branches and
through farm safety campaigns and events.
56 FBD Holdings PLC Annual Report 2022
Environmental, Social & Governance
Farm Safety Videos
In November, FBD in partnership with Teagasc and the Farm
Safety Partnership launched the first 13 safety videos of
‘Managing Farm Safety and Health Video Series’. The videos
were launched by Minister Martin Hayden, Minister of State
with responsibility for Farm Safety and Minister Damien
English, Minister with responsibility for Safety, Health and
Welfare at Work. FBD believe that this video series can help
make a real difference in improving safety culture and
behaviour on Irish farms. Most accidents are very
preventable by ensuring vehicles, machinery, facilities and
equipment are maintained in safe operational condition and
by ensuring safe working practices are followed at all times.
By showing farmers best practices this will allow farmers to
implement these safety standards on their own farm and in
doing so making Irish farms a safer place for everyone.
Pictured at the launch of ‘Managing Farm Safety and Health
Video series’ were (Left to Right): Francis Bligh, Teagasc; Minister
of State at the Department of Agriculture, Food and the Marine
with responsibility for Farm Safety, Martin Heydon TD; Harry Hill,
Farm TV; Farmer participants in the series, John and Bernie
Fitzgerald; John McNamara, Teagasc; Pat Griffin, H.S.A.; and
Ciaran Roche, FBD Insurance.
National Marts Farm Safety Awareness and
Remembrance Campaign 2022/2023
The FBD National Marts Farm Safety Awareness and
Remembrance Campaign was launched in November 2022
and is being run in partnership with ICOS, ALM, HSA, FSP &
Embrace Farm. The aim of the campaign is to start the farm
safety conversation in marts, improve farm safety
awareness and help prevent accidents from occurring on
the farm. The focus of the 2022 campaign is on Livestock,
Quad Bike Safety and Safety of the Elderly and Farm
Buildings. On the day of each event, there is a minute’s
silence in remembrance of people who have lost their lives
in farming accidents and a scripted safety speech is read out
by a local FBD Representative from the auctioneers stand.
On the day of each event FBD representatives set up a stall
to promote farm safety and engage with farmers on the
SOCIAL (continued)
topic of farm safety and farmers will be encouraged to enter a
farm safety competition.
Pictured at the launch of ‘FBD Mart Farm Safety Campaign’ were
(Left to Right): Michael Lynch, Kilkenny Mart CEO, Ciaran Roche,
FBD, Norma Rohan, Embrace Farm and Simon Doocey, FBD.
Farm Safety Signs
10,000 farm safety signs have been produced and will be
distributed through our FBD branch network. The concept of
the sign is to improve safety awareness on the farm on a daily
basis and to help keep farmers, farm workers, family farm
members and visitors focused on safety when they enter the
farm.
The sign is designed to be displayed at the entrance to the
farmyard and the messages on the sign are easily
communicated through strong pictorials and simple wording.
The sign has four clear messages focusing on key health and
safety concerns. The first message signals that no
unauthorised persons are allowed to enter the farmyard. This
will ensure that a farmer can control who enters the farm and
therefore help the farmer manage the safety of all persons
who enter the farm. The second message warns persons
entering the farm to be aware that livestock can be dangerous.
This is an extremely important message due to the fact that
livestock accidents are the most common serious accidents on
farms. The third message warns persons entering the farm
that machinery in operation can be dangerous and that they
must proceed with caution. This message is essential as
tractors and machinery are the main cause of fatalities on
farms. The final message on the sign identifies that the farm is
not a playground. This is a crucial message as on average two
children are killed on farms every year.
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Champions for Safety
Over the last 10 years, FBD has led “Champions for Safety”
seminars and events across all Agricultural Colleges around
the country. The aim of the initiative is to encourage young
farmers to become champions for safety and to encourage
them to stop taking risks. Speakers include staff from FBD,
Teagasc, the Health and Safety Authority, ESB Networks
and farm accident survivors who share the details of their
accidents and the life changing effects it has had on their
lives. Due to the perceived value of the seminars many
colleges have made this a compulsory part of the
curriculum for their students and the seminars have been
extended to include UCD Agricultural Science students.
UCD School of Agriculture and Food Science
Health and Safety Award Sponsorship
FBD renewed its commitment to sponsor the annual FBD
Health and Safety Awards at the UCD School of Agriculture
and Food Science Awards Ceremony. This awards ceremony
is one of the highlights of the UCD academic year and it
celebrates and acknowledges the excellent achievements of
students during the academic session 2021/2022. Three
students won awards and five students won certificates for
their achievements in the Health Welfare and Safety
module.
Pictured Receiving their ‘FBD Trust Health and Safety Awards’ at
the UCD Agriculture and Food Science Awards Ceremony 2022
(Left to Right): Jamie Dooley, Sophie Cooke, Ciaran Roche (FBD)
and Sarah Cooke.
Teagasc Beef Open Day 2022 Sponsorship and
Farm Safety Exhibits
FBD worked with Teagasc in developing and delivering farm
safety exhibits at the Grange open day 2022 to promote
farm safety. The topics covered by the exhibits included
tractors, machinery, livestock, work at height and farm
buildings.
Tractor Training Skills
FBD continues to support the Farm Relief Services (FRS)
tractor training skills course for young people over the age
of 14, to ensure that safe driving practices are adopted at an
early age.
Farm Safety Communication
FBD continue to run regular farm safety communications in
the media. During 2022, FBD ran monthly farm safety
adverts and advertorials in the Irish Farmers Journal and in
the Irish Farmers Monthly. These focused on timely,
seasonal hazards, their associated risks and appropriate
safety controls and messages.
58 FBD Holdings PLC Annual Report 2022
Environmental, Social & Governance
GOOD HEALTH
AND WELL-BEING
Age Friendly Ireland
FBD is a member of Age Friendly Ireland. This programme
is a Government initiative to prepare for the rapid ageing of
our population. It aims to create an inclusive, equitable
society in which older people can live full, active, valued
and healthy lives. Age Friendly Ireland supports businesses
to implement low cost changes which signal a strong
welcome for older people. Extensive staff training has taken
place to support FBD staff in contributing to this
programme.
DECENT WORK AND
ECONOMIC GROWTH
FBD’s Supplier Charter
FBD’s ‘Supplier Charter’ outlines the standards that we
expect to see throughout our supply chain. We set high
standards for ourselves and our suppliers. We insist that all
of our business activities are conducted lawfully,
sustainably and above all ethically. Our charter sets out
FBD’s zero tolerance approach to modern slavery in all its
forms in our own business and in our supply chain. This
means not using forced or compulsory labour and/or labour
held under slavery or servitude. We also understand how
important prompt payment is to our suppliers. Our
standard payment terms are net 30 days and we work hard
to make sure we meet this. FBD expects that all of our
suppliers pay employees at least the minimum wage, and
provides each employee with all legally mandated benefits.
SOCIAL (continued)
FBD Supporting the Wider Community
In addition to the farming community FBD is also active in the wider community. Some of the initiatives we have supported
are as follows:
PARTNERSHIPS
FOR THE GOALS
Guaranteed Irish
FBD is a proud member of the Guaranteed Irish programme.
As Ireland’s only indigenous insurance company, FBD has a
proud heritage of supporting local communities. The
Guaranteed Irish symbol is awarded to companies that
create quality jobs, contribute to local communities and are
committed to Irish provenance.
Chambers of Commerce
With 34 branches located around Ireland, FBD is a
committed member of many local Chambers of Commerce.
Working collaboratively with local businesses, Chambers of
Commerce provide a forum to promote initiatives,
knowledge sharing and to assist local business in
communities across Ireland.
Using Language that everyone understands
We understand that some insurance terminology can be
complex and difficult to understand. We aim to write all our
customer documents in plain language to ensure that we are
more readily understood. A thorough Plain English review of
our main products policy wording was undertaken by an
expert third party with this objective in mind. Following this,
we have now re-written our main policy wordings, using the
recommendations on style and language captured as part of
the Plain English review.
In addition, we have held workshops with customers where
we reviewed our communications and how we explain
insurance terms to check customer understanding and
identify any improvements we can make.
Protecting Information
FBD collects and retains information from and about our
customers and third parties. This is a vital and necessary part
of providing insurance products. Keeping information secure
is a top priority for us. We continue to implement
appropriate technical and organisational measures to
protect data from unlawful or unauthorised processing and
against accidental loss, destruction, damage, alteration or
disclosure.
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60 FBD Holdings PLC Annual Report 2022
Environmental, Social & Governance
BOARD OF DIRECTORS
Biographical details of the Directors in office on the date of this Report are as follows:
Name: Liam Herlihy
Position: Chairman
Date of Appointment: 1 September 2015
Nationality: Irish
Age: 71
Committee Membership: Risk, Nomination
and Governance Committee Chair,
Remuneration
Skills and experience:
Liam Herlihy is a farmer and was appointed
Chairman of FBD Holdings plc in May 2017.
He was appointed Chairman of Teagasc the
Agriculture and Food Development Authority
in September 2018 and was, until May of
2015, Group Chairman of Glanbia plc, a
leading Irish based performance nutrition
and ingredients group, having served in that
role for 7 years during which he presided over
a period of significant structural change and
unprecedented growth for Glanbia plc.
Mr. Herlihy completed the Institute of
Directors Development Programme and holds
a certificate of merit in Corporate Governance
from University College Dublin. He brings to
the Board a wealth of commercial experience
and some deep insights into the farming and
general agricultural industries in Ireland
which, together, comprise the FBD Group’s
core customer base.
External Directorships:
Teagasc the Agriculture and Food
Development Authority
Knockskeagh Farms Limited
Name: Tomás Ó Midheach
Position: Group Chief Executive Officer
Date of Appointment: 4 January 2021
Nationality: Irish
Age: 53
Committee Membership: None
Skills and experience:
Tomás Ó Midheach has 30 years’ experience
in the financial services industry spanning
many diverse areas including finance, data,
customer analytics, direct channels and
digital. He spent 11 years with Citibank in
the UK, Spain and Dublin where he held
several senior positions in Finance ultimately
assuming the position of CFO at Citibank
Ireland. He joined AIB in June 2006 and
held a number of senior executive positions
including Head of Direct Channels and
Analytics, Chief Digital Officer, and Chief
Operating Officer. Prior to joining FBD, Mr. Ó
Midheach held the position Deputy CEO and
was an Executive Board Member of AIB.
External Directorships:
Insurance Ireland (Member Association)
Company Limited by Guarantee
Name: Mary Brennan
Position: Independent Non-Executive
Director
Date of Appointment: 31 August 2016
Nationality: Irish
Age: 57
Committee Membership: Audit, Risk
Committee Chair
Skills and experience:
Mary Brennan is a Chartered Director,
Certified Investment Fund Director and a
Fellow of Chartered Accountants Ireland.
In a career spanning over 30 years, Ms.
Brennan has worked internationally in audit
in KPMG and in a number of publicly listed
companies, including Elan plc and Occidental
Petroleum Corp. She is a highly experienced
Non-Executive Director and currently holds
the position of Chair of the Board, Chair of
the Audit Committee and Chair of the Risk
Committee in her portfolio of financially
regulated directorships. Ms. Brennan
previously served on the Boards of BNP
Paribas Ireland, Atradius Reinsurance dac,
Macquarie Capital Ireland, the Social Finance
Foundation and Microfinance Ireland.
External Directorships:
MMS Multi Euro Services dac
MMS Multi Market Services Ireland dac
Inchario Life dac
ENI Insurance dac
HRTEU Limited
St Laurence O’Toole Catholic Social Care
Company Limited By Guarantee (Operating
as Crosscare)
61
Strategic Report Environmental, Social & Governance Financial Statements Other Information
Name: Tim Cullinan
Position: Independent Non-Executive
Director
Date of Appointment: 31 December 2020
Nationality: Irish
Age: 63
Committee Membership: None
Skills and experience:
Tim Cullinan is a farmer and runs a pig
enterprise alongside a feed mill operation.
Mr. Cullinan was elected the 16th President
of the Irish Farmers’ Association in December
2019. He has been heavily involved in the
Irish Farmers’ Association over the past 15
years holding various positions including
National Pigs Committee Chairman and
County Chairman and most recently the
position of National Treasurer. He is a Board
Member of Bord Bia – the Irish Food Board
which is an Irish semi-state Agency whose
remit is to market and promote Ireland’s
food, drink and horticulture industry in
Ireland and abroad. Mr. Cullinan is Vice
President of the Committee of Professional
Agricultural Organisations (“COPA”) and
represents Irish farmers at EU level on COPA,
which is the official umbrella representative
body for European farmers. Mr. Cullinan
established the world’s first DNA traceability
for Irish pig meat and previously held the
position Pig Expert to the Copa Cogeca.
External Directorships:
Tipperary Milling Limited
Woodville Pig Farms Limited
Feirmeoiri Aontuithe Na H-Eireann
Iontaobaithe Cuideachta Faoi Theorainn
Ráthaíochta
IFA Telecom Limited
The Agricultural Trust
Bord Bia
Name: Sylvia Cronin
Position: Independent Non-Executive
Director
Date of Appointment: 28 November 2019
Nationality: Irish
Age: 60
Committee Membership: Risk, Nomination
and Governance, Remuneration, Director
Appointed for Engagement with the
Workforce
Skills and experience:
Sylvia Cronin was Director of Insurance
Supervision in the Central Bank of Ireland
until October 2019 and was a Member of
the European Insurance and Occupational
Pensions Authority (“EIOPA”) Board of
Supervisors. Before joining the Central
Bank, Ms. Cronin spent the majority of her
career working in the insurance industry,
most recently as Chief Executive of Augura
Life Ireland Ltd. Previously, Ms. Cronin was
the Chief Executive of MGM International
Assurance Ltd. and spent several years
with the AXA Group where she was Head
of Business Development, Services and
Marketing in Ireland. Ms. Cronin started her
insurance career with the Fortis Group where
her focus was on IT Management. Ms. Cronin
holds a Masters in Business Administration,
was admitted as a Chartered Director to
the Institute of Directors in London and is
a Centre for Effective Dispute Resolution
Certified Mediator.
External Directorships:
Canada Life Group:
Canada Life Assurance Europe plc
Canada Life International Assurance
(Ireland) DAC
Canada Life Limited
Canada Life Irish Holding Company Limited
Saol Assurance DAC (trading as AIB Life)
Mercer Global Investments Europe Limited
Mediolanum International Life DAC
Name: David O’Connor
Position: Independent Non-Executive
Director
Date of Appointment: 5 July 2016
Nationality: Irish
Age: 65
Committee Membership: Nomination and
Governance, Remuneration Committee Chair
Skills and experience:
David O’Connor, Chair of FBD Insurance
Plc, is a Fellow of the Society of Actuaries in
Ireland. He commenced his career in New
Ireland Assurance before joining Allianz
Ireland in 1988 to set up its non-life actuarial
function. He was a Member of Allianz
Executive Management Board and held a
number of senior management positions
there prior to joining Willis Towers Watson
in 2003 to set up its Property and Casualty
consultancy unit in Dublin, where he worked
until June 2016. Since 2016, he has acted
principally as an Independent Director with a
number of active and run-off insurers in Irish,
UK and overseas markets.
External Directorships:
Acromas Insurance Company Limited
David O’Connor Consulting Actuary Limited
62 FBD Holdings PLC Annual Report 2022
Environmental, Social & Governance
BOARD OF DIRECTORS (continued)
Name: John O’Dwyer
Position: Independent Non-Executive
Director
Date of Appointment: 31 August 2021
Nationality: Irish
Age: 65
Committee Membership: Audit,
Remuneration
Skills and experience:
John O’Dwyer was CEO of VHI for nine
years prior to joining the Board of FBD.
He has spent all of his career in insurance
including the international Dutch insurance
group Achmea where he was the Chief
Operating Officer and Executive Director
with responsibility for the life, general
and health businesses in Interamerican,
the second biggest insurer in Greece. Mr.
O’Dwyer has an extensive track record in
financial services and in particular, the health
insurance sector which included roles such
as Managing Director of Friends First Life
Assurance, Director of Operations at Bupa
Ireland and Assistant Chief Executive with
responsibility for Claims in VHI. Mr O’Dwyer
is Chairman of Google Payments Ireland Ltd.
Mr O’Dwyer holds a B.A in Management and
is a Chartered Director with the Institute of
Chartered Directors.
External Directorships:
Google Payments Ireland Limited
Name: John O’Grady
Position: Group Chief Financial Officer
Date of Appointment: 1 July 2016
Nationality: Irish
Age: 61
Committee Membership: None
Skills and experience:
John O’Grady is a Chartered Accountant and
an experienced insurance executive. He
joined FBD from Liberty Insurance Limited
where he held the role of Finance Director.
Prior to his role in Liberty Insurance Limited,
Mr. O’Grady worked for Aviva and its
predecessor companies in Ireland in various
roles between 1989 and 2012, including
Finance Director, Claims Director and
Operations Director.
External Directorships:
None
Name: Richard Pike
Position: Senior Independent Non-Executive
Director
Date of Appointment: 18 September 2019
Nationality: Irish
Age: 56
Committee Membership: Risk
Skills and experience:
Richard Pike has extensive experience of
working with financial institutions throughout
the world, assisting companies in managing
strategic and enterprise risk more efficiently
while addressing local regulatory guidelines
and standards. Mr Pike is currently Chairman
of Citadel Securities (Ireland) Ltd and Citadel
Securities (Europe) Ltd, and Independent
Non-Executive Director of Tuath Housing
Association. Prior to this, Mr Pike has worked
in various senior banking, insurance, credit
and market risk roles at Wolters Kluwer
Financial Services, ABN AMRO, Bain, JP
Morgan and Permanent TSB Bank. Mr
Pike lectures on Risk Management and
Governance at the Institute of Banking
and the Smurfit Business School and was
a contributing author to two books on risk
management. Mr Pike has also received the
designation of ‘Certified Bank Director’ by the
Institute of Banking.
External Directorships:
Citadel Securities GCS (Ireland) Limited
Citadel Securities GCS (Europe) Limited
Tuath Housing Association CLG
Stir Consulting Services Limited
63
Strategic Report Environmental, Social & Governance Financial Statements Other Information
Name: Jean Sharp
Position: Independent Non-Executive
Director
Date of Appointment: 16 August 2021
Nationality: Irish
Age: 64
Committee Membership: Audit Committee
Chair, Nomination and Governance
Skills and experience:
Jean Sharp is a fellow of Chartered
Accountants Ireland, and an experienced
Financial Services executive. Until 2019,
she was Chief Taxation Officer of Aviva and
its predecessor companies, a role she had
held since 1998. She is a former partner in
EY, the Big Four accounting firm. Ms Sharp
is an independent Non-Executive Director
of Personal Assets Trust Plc, which is listed
on the London Stock Exchange and is a
constituent of the FTSE 250 index. She also
chairs its Audit Committee. Ms Sharp is also
an independent Non-Executive Director and
Audit Committee Chair at Flood Re Limited.
External Directorships:
Flood Re Limited
Personal Assets Trust plc
Tribute to Padraig Walshe
As an ardent voice for many years for the development of Irish agriculture,
Padraig was a truly valued member of FBD’s Board of Directors. Whilst
he became a Director in 2006, Padraig’s relationship with FBD went back
many years, both as supporter of the business and its values, and as a long-
standing customer.
In his role as Director of FBD, Padraig more than ably represented
our largest shareholder, Farmer Business Developments Plc. He also
represented our farming community from where FBD originated and
where it maintains its strongest roots today. He is an enormous loss both
to FBD and to Irish agriculture where his work throughout his career to
passionately promote the interests of Irish agriculture, particularly in the
area of efficient grass management and dairy farming knew little bounds.
He was recognised for his pioneering work when he was elected President
of the Irish Grassland Association in 1996. These are areas supported by
FBD today.
Padraig was a past Nuffield Scholar and held prestigious roles throughout
his career including President of the Irish Farmers Association, President
of COPA, the European Organisation representing farmers across the 27
member states of the EU, and President of Macra Na Feirme.
While he represented Farmer Business Developments on our Board,
Padraig always came to the table with a strong customer focus, and many
of FBD’s customers and shareholders were personally known to him.
Padraig has left a lasting legacy to Irish farming and his dedication, support
and commitment to the success and growth of FBD will be deeply missed.
Ar dheis Dé go raibh a anam.
64 FBD Holdings PLC Annual Report 2022
Environmental, Social & Governance
CORPORATE INFORMATION
Registered Office and Head Office
FBD House
Bluebell
Dublin 12
D12 Y0HE
Ireland
Stockbrokers
Davy Stockbrokers
49 Dawson Street
Dublin 2
D02 PY05
Ireland
Independent Auditors
PricewaterhouseCoopers
Chartered Accountants and Statutory Audit Firm
One Spencer Dock
North Wall Quay
Dublin 1
D01 X9R7
Ireland
Bankers
Allied Irish Banks plc
Bank of Ireland
Barclays Bank plc
Close Brothers International
Credit Suisse (Luxembourg) S.A.
Deutsche Bank AG
The Goldman Group, Inc.
KBC Bank NV
Solicitors
Dillon Eustace
33 Sir John Rogerson’s Quay
Dublin 2
D02 XK09
Ireland
Registrar
Computershare Investor Services (Ireland) Limited
3100 Lake Drive
Citywest Business Campus
Dublin 24
D24 AK82
Ireland
65
Strategic Report Environmental, Social & Governance Financial Statements Other Information
REPORT OF THE DIRECTORS
The Directors present their report and the audited financial
statements for the financial year 2022.
Principal Activities
FBD is one of Ireland’s largest property and casualty insurers
looking after the insurance needs of farmers, private individuals
and business owners through its principal subsidiary, FBD
Insurance plc. The Group also has financial services operations
including a successful general and life and pensions
intermediary. The Company is a holding company incorporated
in Ireland.
FBD Holdings plc is subject to the UK Corporate Governance
Code 2018 and the Irish Annex. FBD Insurance plc is subject to
the Central Bank of Ireland’s Corporate Governance
Requirements for Insurance Undertakings 2015 and is required
to comply with the additional requirements for High Impact
Designated Insurance Undertakings.
Business Review
The review of the performance of the Group, including an
analysis of financial information and the outlook for its future
development, is contained in the Chairman’s Statement on
pages 4 to 6 and in the Group Chief Executive’s Review of
Operations on pages 7 to 15. Information in respect of events
since the financial year end and a review of the key performance
indicators are also included in these sections. The key
performance indicators include gross premium written, earnings
per share, loss ratio, expense ratio, combined operating ratio,
profit for the year, net asset value per share and return on
equity.
Results
The results for the year are shown in the Consolidated Income
Statement on page 121.
Financial Instruments
The Group makes routine use of financial instruments in its
activities. The use of financial instruments is material to an
assessment of the financial statements. Detail on the Group’s
financial risk management objectives and policies are included
in the Risks and Uncertainties Report on pages 21 to 28. The
Group’s exposure to liquidity, market, foreign currency, credit
and concentration risk are included in note 36 of the financial
statements.
Dividends
Please refer to note 30 for further details.
Subsequent Events
There have been no subsequent events that would have a
material impact on the financial statements.
Risk and Uncertainties
A description of the risks and uncertainties facing the Group are
set out in the Risks and Uncertainties Report on pages 21 to 28.
Subsidiaries
The Company’s principal subsidiaries, as at 31 December 2022,
are listed in note 31.
Directors
The present Directors of the Company, together with a
biography on each, are set out on pages 60 to 63. The Board has
decided that all Directors continuing in office will submit
themselves for re-election at each Annual General Meeting
(AGM).
The Directors who served at any time during 2022 were as
follows:
Liam Herlihy Chairman
Walter Bogaerts Independent Non-Executive Director
(Retired 12 May 2022)
Mary Brennan Independent Non-Executive Director
Sylvia Cronin Independent Non-Executive Director
Tim Cullinan Independent Non-Executive Director
David O’Connor Independent Non-Executive Director
John O’Dwyer Independent Non-Executive Director
John O’Grady Group Chief Financial Officer
Tomás Ó Midheach Group Chief Executive Officer
Richard Pike Senior Independent Non-Executive Director
Jean Sharp Independent Non-Executive Director
Padraig Walshe Non-Executive Director
Mr Padraig Walshe sadly passed away on 1 February 2023.
Annual General Meeting
The AGM is scheduled to be held on Thursday, 11 May 2023. The
notice of the AGM of the Company will be sent to shareholders
giving 21 clear days’ notice.
Articles of Association
The Company’s Articles of Association may only be amended by
way of a special resolution approved by the shareholders. They
were last amended, effective as of 12 May 2021, by way of a
special resolution passed at the Annual General Meeting held on
that date.
66 FBD Holdings PLC Annual Report 2022
Environmental, Social & Governance
REPORT OF THE DIRECTORS (continued)
Directors’ and Company Secretary’s interests
The interests of the Directors and Company Secretary (together
with their respective family interests) in the share capital of the
Company, at 31 December 2022 and 1 January 2022 were as
follows:
Number of ordinary shares
of €0.60 each
Beneficial
31/12/2022
(or at the date
of retirement)
1/1/2022
(or at date of
appointment)
Liam Herlihy 8,000 8,000
Walter Bogaerts 0 0
Mary Brennan 0 0
Sylvia Cronin 0 0
Tim Cullinan 0 0
David O’Connor 1,500 1,500
John O’Dwyer 0 0
John O’Grady 32,139 22,095
Tomás Ó Midheach 1,212 0
Richard Pike 7,200 2,500
Jean Sharp 0 0
Padraig Walshe 1,100 1,100
Company Secretary
Nadine Conlon 0 0
There has been no change in the interests of the Directors and
Company Secretary (together with their respective family
interests) in the share capital of the Company up to the date of
this report.
The interests of the Directors and the Company Secretary in
conditional awards over the share capital of the Company under
the shareholder approved Performance Share Plans are detailed
in the Report on Directors’ Remuneration on pages 89 to 106.
European Communities (Takeover Bids
(Directive 2004/25/EC)) Regulations 2006
For the purposes of Regulation 21 of the European Communities
(Takeover Bids (Directive 2004/25/EC)) Regulations 2006, the
information on the Board of Directors on pages 60 to 63, the
Performance Share Plans in note 34 and the Report on Directors’
Remuneration on pages 89 to 106 are deemed to be
incorporated in this part of the Report of the Directors.
On an annual basis the Directors seek shareholder approval for
certain powers relating to the Company’s shares. Pursuant to
shareholder resolutions passed at the Annual General Meeting
held on 12 May 2022 the Directors have the authority to allot
shares up to an aggregate nominal value of €6,988,846
representing approximately 33% of the issued ordinary share as
at 4 April 2022.
The Directors have authority to issue shares for cash other than
strictly pro-rata to existing shareholdings in certain
circumstances as approved at the AGM held on 12 May 2022.
The Directors also have authority to make market purchases of
the Company’s ordinary shares up to 10% of the aggregate
nominal value of the Company’s total issued share capital. These
authorities are due to expire on the earlier of the date of the next
Annual General Meeting of the Company or 12 August 2023.
These authorities are sought annually at the AGM.
Substantial Shareholdings
As at 31 December 2022 the Company has been notified of the
following interests of 3% or more in its share capital:
Ordinary shares of €0.60 each No.
% of
Class
Farmer Business Developments Plc 8,531,948 23.97%
Sretaw Private Equity Unlimited
Company 3,592,167 10.09%
Protector Forsikring ASA 3,200,210 8.99%
FBD Trust Company Limited 2,984,737 8.39%
M & G Investment Management Ltd. 2,217,021 6.23%
Black Creek Investment Management
Inc. 1,516,426 4.26%
As at 6 March 2023, FBD have been notified of the following
changes in substantial shareholdings; Sretaw Private Equity
Unlimited Company increased its holding to 4,269,171 (12.00%);
Protector Forsikring ASA reduced its holding to 2,690,210
(7.56%); M&G Investment Management Limited reduced its
holding to 2,125,128 (5.97%); Black Creek Investment
Management Inc. reduced its holding to 1,259,822 (3.54%).
Preference Share Capital
14% Non-cumulative preference
shares of €0.60 each No.
% of
Class
Farmer Business Developments plc 1,340,000 100%
8% Non-cumulative preference shares
of €0.60 each No.
%
of Class
FBD Trust Company Limited 2,062,000 58.38%
Farmer Business Developments plc 1,470,292 41.62%
67
Strategic Report Environmental, Social & Governance Financial Statements Other Information
Share Capital
The Group had four classes of shares in issue at the end of the
year. These classes and the percentage of the total issued share
capital represented by each are as follows:
Voting shares
Number
in issue
% of
Total
Ordinary shares of €0.60 each 35,587,279* 88.0%
14% Non-cumulative preference shares
of €0.60 each 1,340,000 3.3%
8% Non-cumulative preference shares
of €0.60 each 3,532,292 8.7%
40,459,571 100.0%
* excluding 164,005 shares held in treasury
The Company’s ordinary shares of €0.60 each are listed on the
Main Securities Market of Euronext Dublin and have a premium
listing on the London Stock Exchange. They are traded on both
Euronext Dublin and the London Stock Exchange. Neither class
of preference share is traded on a regulated market.
Each of the above classes of share enjoys the same rights to
receive notice of, attend and vote at meetings of the Company.
Non-voting shares Number in issue
A’ ordinary shares of €0.01 each 13,169,428
The rights attaching to the ‘A’ ordinary shares are clearly set out
in the Articles of Association of the Company. They are not
transferable except only to the Company. Other than a right to a
return of paid up capital of €0.01 per ‘A’ ordinary share in the
event of a winding up, the ‘A’ ordinary shares have no right to
participate in the capital or the profits of the Company.
Dematerialisation
A change is coming that will impact all shareholders holding Irish
securities in certificated form. Under the EU Central Securities
Depositories Regulation (EU) 909/2014 (“CSDR”), there is a
requirement for all securities in Irish issuers that are admitted to
trading or traded on trading venues in the European Union to be
represented in book-entry form by 1 January 2025. “Book-entry
form” means an electronic record of ownership without the need
for any further document (e.g. a share certificate) to be issued to
a shareholder to evidence their ownership of shares.
Article 3(1) of CSDR sets a deadline of 1 January 2023 whereby
all new issues of shares in the Company must be held in book
entry form and all remaining shares must be held in book-entry
form by 1 January 2025. Further updates regarding the switch to
book-entry form will be provided in due course.
Non-Financial Statement
Under the EU Non-Financial Disclosure Regulations (Directive
2014/95/EU) FBD Holdings plc must provide a brief description
of the Group’s business model and disclose information in
relation to:
Environmental matters;
Social and employee matters;
Respect for human rights; and
Anti-corruption and anti-bribery matters.
FBD comply with the EU Non-Financial Disclosure Regulations
(Directive 2014/95/EU). The following table outlines the policies
and detail required under the regulations for the key non-
financial areas prescribed:
68 FBD Holdings PLC Annual Report 2022
Environmental, Social & Governance
REPORT OF THE DIRECTORS (continued)
Environmental matters
FBD related policies/statements:
a. Investment Policy
b. TCFD Disclosures
Refer to pages 29 to 47 for further description and detail
related to the above subject.
Social and employee matters
FBD related policies/statements:
a. Health and Safety Statement
b. Remuneration Policy
c. Learning and Development Policy
d. Equal Opportunities, Diversity and Inclusion Policy
e. Data Protection Policy
f. Vulnerable Customer Policy
Refer to pages 48 to 52 for further description and detail
related to the above subject.
Respect for human rights
FBD related policies/statements:
a. Equal Opportunities, Diversity and Inclusion Policy
b. Dignity at Work Policy
a. Supplier Charter
Refer to page 52 for further description and detail related to
the above subject.
Anti-corruption and anti-bribery matters
FBD related policies/statements:
a. Code of Conduct Policy
b. Anti-Fraud Policy
c. Speak-Up Policy
d. Conflicts of Interests Policy
Refer to page 52 for further description and detail related to
the above subject.
FBD Business Model
Customers and our communities are at the heart of our
business model. We offer our customers clear solutions to
their insurance needs using extensive distribution networks
which deliver the best customer experience. FBD invests in
its people, empowering them to deliver for customers and
shareholders alike.
FBD’s business model is outlined on pages 16 to 17.
Non-financial Key Performance Indicators (KPI)
For non-financial KPI’s see the following sections of the
annual report:
Environment and climate: See metrics section of TCFD and
EU Taxonomy disclosures on pages 43 to 47.
Risk Appetite Framework: See the Risk and Uncertainties
report on pages 21 to 28 for Risk related key risk indicators.
Social and Employee matters: See gender diversity metrics
on page 50 and Gender pay metrics on page 49.
Risk Management
Any risk relating to the above matters are identified, assessed, managed and reported in line with the risk management
framework. Due diligence is implemented for the above policies in line with the Internal Control, Risk and Compliance
frameworks and its three lines of defence risk model.
FBD’s risk management framework, including the three lines of defence, is described in more detail in the Risk and
Uncertainties report on pages 21 to 28.
69
Strategic Report Environmental, Social & Governance Financial Statements Other Information
Independent Auditors
PricewaterhouseCoopers, Chartered Accountants and Statutory
Audit Firm, were appointed by the Directors in 2016 to audit the
financial statements for the financial year ended 31 December
2016 and subsequent financial periods. The period of total
uninterrupted engagement is seven years, covering the financial
years ended 31 December 2016 to 31 December 2022.
PricewaterhouseCoopers have signified their willingness to
continue in office in accordance with the provisions of Section
383(2) of the Companies Act 2014.
Regarding disclosure of information to the Auditors, the
Directors confirm that:
As far as they are aware, there is no relevant audit information of
which the Group’s statutory auditors are unaware; and they have
taken all the steps that they ought to have taken as a Director in
order to make themselves aware of any relevant audit
information and to establish that the Group’s statutory auditors
are aware of that information.
Accounting Records
The Directors have taken appropriate measures to ensure
compliance with Sections 281 to 285 of the Companies Act,
2014 – the requirement to keep proper accounting records –
through the employment of suitably qualified accounting
personnel and the maintenance of appropriate accounting
systems. The accounting records are located at FBD House,
Bluebell, Dublin 12, Ireland.
Directors’ Compliance Statement
The Directors of the Company acknowledge that they are
responsible for securing the Company’s compliance with its
relevant obligations (as defined in the Companies Act 2014 (the
“2014 Act”)) and, as required by section 225 of the 2014 Act, the
Directors confirm that:
(i) a compliance policy statement setting out the Company’s
policies with regard to complying with the relevant
obligations under the 2014 Act has been prepared;
(ii) arrangements and structures have been put in place that
they consider sufficient to secure material compliance with
the Company’s relevant obligations; and
(iii) a review of arrangements and structures has been conducted
during the financial year to which the Directors’ report
relates.
Corporate Governance
The Corporate Governance Report on pages 71 to 85 forms part
of this report. In the Corporate Governance Report the Board
has set out how it has applied the principles set out in the UK
Corporate Governance Code 2018, which was adopted by both
Euronext Dublin and the UK Listing Authority, the Irish
Corporate Governance Annex, and the Central Bank of Ireland
Corporate Governance Code requirements for Insurance
Undertakings 2015.
Board Committees
The Board has established four Committees to assist it in the
execution of its responsibilities. These are:
the Audit Committee;
the Risk Committee;
the Nomination and Governance Committee; and
the Remuneration Committee.
A Disclosure Committee is in place with responsibility for
overseeing the disclosure of information as required under the
Irish and UK Listing Authority’s Listing Rules, the Disclosure and
Transparency Regulations, and Market Abuse Regulation (EU)
596/2014 and compliance with these obligations. A Standing
Committee is also in place to assist the Board in implementing
administrative actions.
Political Donations
The Group did not make any political donations during 2022.
Viability Statement
The Directors have assessed the prospects of the Group and its
ability to meet its liabilities as they fall due in the medium term.
The Directors selected a five year timeframe which they consider
appropriate as this corresponds with the Board’s strategic
planning process. The objectives of the strategic planning
process are to consider the key strategic choices facing the
Group and to incorporate these into a financial model with
various scenarios. This assessment has been made with
reference to the Group’s current position and prospects, the
Group’s strategy, the Board’s risk appetite and the principal risks
and uncertainties facing the Group, as outlined in the Risks and
Uncertainties Report on pages 21 to 28.
70 FBD Holdings PLC Annual Report 2022
Environmental, Social & Governance
REPORT OF THE DIRECTORS (continued)
The Directors reviewed and approved the Group’s five-year
strategic plan in October 2021 and progress against the strategic
plan is reviewed at least on an annual basis. In October 2022 the
Board carried out an in-depth strategic review and focus had
been given to factors potentially impacting FBD’s trading
environment over the strategic horizon. Associated risks are
considered within the Board’s Risk Management Framework.
The Board re-confirmed FBD’S five-year strategy 2023 to 2027 in
October 2022. The Group performs an Own Risk and Solvency
Assessment (“ORSA”) at least annually which subjects FBD’s
solvency capital levels to a number of extreme stress scenarios
and Climate Change Risk had been considered as part of this.
This was last performed in December 2022. Based on the results
of these tests the Directors confirm that they have performed a
robust assessment of the principal risks facing the Group,
including those that would threaten its business model, its
future performance and solvency and that they have a
reasonable expectation that the Group will be able to continue in
operation and meet its liabilities as they fall due over the period
of the assessment.
Going Concern
The Group’s business activities, together with the factors likely
to affect its future development, performance and financial
position are set out in the Chairman’s Statement and the Review
of Operations, as is the financial position of the Group. In
addition, the Risks and Uncertainties Report on pages 21 to 28
and note 36 of the financial statements include the Group’s
policies and processes for financial risk management.
The Directors have a reasonable expectation that the Company
and the Group have adequate resources to continue in
operational existence for the foreseeable future being a period of
at least twelve months from the date of the approval of the
financial statements.
In making this assessment the Directors considered the Group’s
Budget for 2023 and projections for 2024, which take into
account foreseeable changes in the trading performance of the
business, key risks facing the business and the medium term
plans approved by the Board. In addition, the ORSA process
monitors current and future solvency needs. A number of
scenarios were projected as part of the ORSA process as well as a
number of more extreme stress events. In all scenarios the
Group’s capital ratio remained in excess of the Solvency Capital
Requirement.
On the basis of the performance projected by the Group and the
additional ORSA scenarios carried out, the Directors are satisfied
that there are no material uncertainties which cast significant
doubt on the ability of the Group or Company to continue as a
going concern over the period of assessment being not less than
12 months from the date of the approval of the financial
statements. Therefore, the Directors continue to adopt the
going concern basis of accounting in preparing the financial
statements.
Approval of Financial Statements
The financial statements were approved by the Board on 9
March 2023.
Signed on behalf of the Board
Liam Herlihy
Chairman
Tomás Ó Midheach
Group Chief Executive
9 March 2023
71
Strategic Report Environmental, Social & Governance Financial Statements Other Information
CORPORATE GOVERNANCE
The Board of Directors is committed to the highest standards of
corporate governance. Good governance stems from a positive
culture and well embedded values. FBD’s core values of respect,
belief, innovation, community, ownership and communication
are central to how the Board conducts its business and
discharges its responsibilities. Equally, however, these values
are relevant to every employee working throughout the Group in
their interactions with each other, and with our customers,
shareholders and other stakeholders.
UK Corporate Governance Code and the Irish
Corporate Governance Annex
The UK Corporate Governance Code 2018 (“the Code”) and the
Irish Corporate Governance Annex (“the Annex”) codify the
governance arrangements which apply to listed companies such
as FBD. Combined, these represent corporate governance
standards of the highest international level.
Throughout 2022 and to the date of this report, we applied the
principles of the Code and, save as set out on page 94, complied
with the provisions of both the Code and the Annex.
This section of the Annual Report sets out the governance
arrangements in place in FBD Holdings plc.
Location of information required pursuant to Euronext
Dublin Listing Rule 6.1.80
Listing Rule Information to be included:
6.1.77 (4) Refer to Report on Director’s Remuneration on
pages 89 to 106
No information is required to be disclosed in respect of Listing
Rules 6.1.77 (1), (2), (3), (5), (6), (7), (8), (9), (10), (11), (12),
(13), (14).
The Board of Directors and its Role
The Group is managed by the Board of Directors.
The primary role of the Board is to provide leadership and
strategic direction while maintaining effective control over the
activities of the Group.
The Board has approved a Corporate Governance Framework
setting out its role and responsibilities. This is reviewed annually
as part of the Board’s evaluation of its performance and
governance arrangements. The Framework includes a formal
schedule of matters reserved to the Board for its consideration
and decision, which includes:
Approval of the Group’s long term objectives and
commercial strategy and any material changes;
Approval of the annual operating and capital expenditure
budgets and any material changes;
Oversight of FBD Group Operations;
Approval of changes to the Group capital structure, capital
projects and approval of the dividend policy;
Approval of Financial Statements and any significant change
in accounting policies or practices; and
The appointment of Directors and the Company Secretary.
This schedule ensures that the skills, expertise and experience
of the Directors are harnessed to best effect and ensures that
any major opportunities or challenges for the Group come
before the Board for consideration and decision. The schedule
was last reviewed in March 2022.
Other specific responsibilities of the Board are delegated to
Board appointed Committees, details of which are given later in
this report.
Board Composition and Independence
At 31 December 2022 the Board comprised two Executive
Directors and nine Non-Executive Directors, including the
Chairman. This structure was deemed appropriate by the Board.
At the date of this report the Board is now comprised of ten
Directors following the untimely death of Padraig Walshe.
The Board deemed it appropriate that it should have between
ten and twelve members and that this size is appropriate, being
of sufficient breadth and diversity to ensure that there is healthy
debate and input.
Seven of the Non-Executive Directors in office at the end of 2022
were considered to meet all of the criteria indicating
independence set out in the Code.
Date first
elected by
shareholders
Years from
first election
to 2023 AGM
Considered
to be
independent
Liam Herlihy 29 April 2016 7 years 0
months
Yes on
appointment
Mary Brennan 31 Aug 2016 6 years 9
months
Yes
Sylvia Cronin 31 July 2020 2 years 10
months
Yes
Tim Cullinan 12 May 2021 2 years Yes
David O’Connor 31 Aug 2016 6 years 9
months
Yes
John O’Dwyer 12 May 2022 1 year Yes
Richard Pike 31 July 2020 2 years 10
months
Yes
Jean Sharp 12 May 2022 1 year Yes
72 FBD Holdings PLC Annual Report 2022
Environmental, Social & Governance
CORPORATE GOVERNANCE (continued)
Liam Herlihy was independent on appointment as Chair of FBD
Holdings plc in accordance with Provision of the UK Corporate
Governance Code 2018. Prior to his death Mr Walshe was
Chairman of the Group’s largest shareholder, Farmer Business
Developments plc, and was not considered to be independent.
Key Roles and Responsibilities
Chairman
The role of the Chairperson is set out in writing in the Corporate
Governance Framework. They are responsible, inter alia, for:
Setting the Board’s agendas and ensuring that they cover the
key strategic issues confronting the business;
Promoting a culture of openness and debate at Board
meetings and will make sure that the Directors apply
sufficient challenge to management proposals;
Facilitating the effective contribution of Non-Executive
Directors in particular and ensure constructive relations
between Executive and Non-Executive Directors are
maintained;
Ensuring that the Directors receive accurate, timely and
clear information;
Leading the Board appointment process in line with the
Board Recruitment, Succession and Diversity policy; and
Ensuring that there is effective communication with
shareholders.
Group Chief Executive
The role of the Group Chief Executive is set out in writing in the
Corporate Governance Framework. They are responsible, inter
alia, for:
Developing a clear strategy for FBD with the Board and
provide a formal process for review of strategy;
Developing clear objectives and plans to implement strategy
along with a suitable organisational structure;
Day to day operational and financial performance of the
Group;
Establishing Key Performance Indicators quantifying
individual and organisational goals for the business and the
senior management team and evaluating performance
accordingly;
Ensuring that the organisation remains flexible to the
changing business environment; and
Maximising the efficient and effective use of resources.
Senior Independent Director
The Senior Independent Director is responsible for:
Being available to shareholders if they have concerns which
they have not been able to resolve through the normal
channels of the Chairperson, the Group Chief Executive or
the Group Chief Financial Officer, or for which such contact
is inappropriate;
Leading the annual appraisal of the performance of the
Chairperson;
Acting as a sounding board for the Chairperson; and
Serving as an intermediary for the other Non-Executive
Directors as required.
Company Secretary
The Company Secretary acts as Secretary to the Board and to its
Committees. In so doing, they:
Assist the Chairperson in ensuring that the Directors have
access, in a timely fashion, to the papers and information
necessary to enable them to discharge their duties;
Ensure good information flows within the Board and its
Committees and between senior management and Non-
Executive Directors;
Assist the Chairman by organising and delivering induction
and training programmes as required; and
Have responsibility for ensuring that Board procedures are
followed and that the Board and Directors are fully briefed
on corporate governance matters.
Board effectiveness and performance
evaluation
Board effectiveness is reviewed annually as part of the Board’s
performance evaluation process. The Chairman is responsible
for ensuring that each Director receives an induction on joining
the Board and that he or she receives any additional training he
or she requires. The induction itself is organised and delivered by
the Company Secretary and other Members of the Executive
Management Team.
Board Evaluation
Every year the Board evaluates its performance and that of its
Committees. Directors are expected to take responsibility for
identifying their own training needs and to take steps to ensure
that they are adequately informed about the Group and about
their responsibilities as a Director. The Board is confident that
all of its members have the requisite knowledge and experience
and support from within the Group to perform their role as a
Director of the Group.
73
Strategic Report Environmental, Social & Governance Financial Statements Other Information
In 2022 the Nomination and Governance Committee led the
tender process for the external board evaluation. Board
Excellence, an independent consultancy firm which has no other
connections with the Group, was selected to carry out the
external evaluation of the Board for the year ended 2022. FBD
remains committed to ensuring that it has a high-performing
Board, which is equipped to anticipate, meet and overcome
future challenges and risks and to ensure alignment with the
Group’s long-term strategy.
Further details of the 2022 Board Effectiveness and
Performance Evaluation are set out in the Nomination and
Governance Report on pages 86 to 88.
Re-election of Directors
The Board has, since 2011, adopted the practice that all
Directors will submit themselves for re-election at each AGM
regardless of length of service or the provisions of the Company’s
Articles of Association.
Access to advice
All members of the Board have access to the advice and the
services of the Company Secretary who is responsible for
ensuring that Board procedures are followed and that applicable
rules, regulations and other obligations are complied with.
In addition, members of the Board may take independent
professional advice at the Company’s expense if deemed
necessary in the furtherance of their duties.
Mr Bogaerts retired from the Board and its Committees on 12
May 2022. Mr O’Dwyer became a member of the Audit
Committee on 3 March 2022. Ms Sharp became a member of
the Nomination and Governance Committee on 14 June 2022.
Mr O’Dwyer became a member of the Remuneration Committee
on 9 December 2022.
If a Director is unable for any reason to attend a Board or
Committee meeting, he or she will receive Board/Committee
papers in advance of the meeting and is given an opportunity to
communicate any views on or input into the business to come
before the Board/Committee to the Board/Committee
Chairman.
Each of the Committees has written terms of reference which
were approved by the Board and set out the Committees’
powers, responsibilities and obligations. The terms of reference
are reviewed at least annually by the Board. These are available
on the Group’s website www.fbdgroup.com.
The Company Secretary acts as secretary to the Committees.
Minutes of all of the Committees’ meetings are available to the
Board.
Each of these Committees has provided a report in the sections
following.
Attendance at Board and Board Committee Meetings during 2022
Board Audit
Nomination and
Governance Remuneration Risk
W Bogaerts 5/5 3/3 2/2 2/2 2/2
M Brennan 11/11 8/8 5/5
T Cullinan 11/11
S Cronin 11/11 7/7 5/5 5/5
L Herlihy 11/11 7/7 5/5 5/5
D O’Connor 11/11 7/7 5/5
J O’Dwyer 11/11 5/6
J O’Grady 11/11
T Ó Midheach 11/11
R Pike 11/11 5/5
J Sharp 11/11 8/8 4/4
P Walshe 11/11
74 FBD Holdings PLC Annual Report 2022
Environmental, Social & Governance
CORPORATE GOVERNANCE (continued)
Report of the Audit Committee
Jean Sharp
Committee Chairperson
Membership during the year
Length of time
served on
committee at
date of report
J Sharp Committee Chairperson,
Independent Non-
Executive Director
1 year 4 months
M Brennan Independent Non-
Executive Director
6 years 6 months
J O’Dwyer
(Appointed
3 March 2022)
Independent Non-
Executive Director
1 year 0 months
W Bogaerts (Retired
12 May 2022)
Independent Non-
Executive Director 6 years 3 months
Mr Bogaerts did not go forward for re-election as Director at the
2022 Annual General Meeting and stepped down as a member of
the Committee. Following a review of the required skills and
competencies, Mr O’Dwyer was appointed by the Board as a
Member of the Committee. Mr O’Dwyer has had an extensive
experience in the insurance and financial services industry. The
Committee members have been selected to ensure that the
Committee has available to it the range of skills and experience
necessary to discharge its responsibilities.
The Board is satisfied that all Members are considered to have
recent and relevant financial experience and qualifications. The
Committee as a whole has the competence relevant to the
General Insurance sector.
Objective of Committee
To assist the Board of the Group in fulfilling its oversight
responsibilities for such matters as financial reporting, the
system of internal control and management of financial risks,
the audit process and the Group’s process for monitoring
compliance with laws and regulations.
Key responsibilities delegated to the Committee include:
Reviewing the Group’s financial results announcements and
financial statements;
Reviewing of significant financial reporting judgements;
Overseeing the relationship with the external auditors
including reviewing and approving their terms of
engagement and fees;
Reviewing and monitoring the independence and objectivity
of the Statutory Auditor and the effectiveness of the audit
process;
Reviewing the findings of the audit with the Statutory
Auditor;
Approving the Internal Audit Annual Work Plan;
Monitoring and reviewing the activities and effectiveness of
the Group’s internal audit function;
Reviewing the independence and scope of the Internal Audit
Department; and
Performing detailed reviews of specific areas of financial
reporting as required by the Board or the Committee.
Meetings
The Committee met on eight occasions during 2022. Attendance
at the scheduled meetings held during 2022 is outlined on page
73. Meetings are attended by Committee Members. The Chief
Financial Officer and the Head of Group Internal Audit are
regular attendees at meetings. The Statutory Auditor is also
invited to attend meetings on a regular basis. Additionally the
Head of Actuarial Function and the Chief Risk Officer are invited
to attend all scheduled meetings at the request of the
Committee. The Chair of the Board and the Chief Executive
Officer are not members of the Committee and do not attend
meetings of the Committee unless invited. The Committee
regularly meets separately with the Statutory Auditor and with
the Head of Group Internal Audit, without members of
management present.
The minutes of Committee meetings are circulated routinely to
the Board. The Committee chairperson also provides a verbal
report to the Board after each Committee meeting. The
Committee reports formally to the Board annually on the overall
work undertaken and the degree to which it discharged the
responsibilities delegated to it.
75
Strategic Report Environmental, Social & Governance Financial Statements Other Information
Activities of the Committee during 2022
The principal activities undertaken by the Committee during
2022 include:
Reviewed drafts of the Annual Report and the Half Yearly
Report prior to their consideration by the Board;
Considered and reviewed the Key Judgements and
Uncertainties and Going Concern Assessment;
Reviewed the reserving adequacy including the financial
impact of Business Interruption claims;
Reviewed the recognition of the Reinsurance Asset with the
Best Estimate of Business Interruption Claims;
Reviewed the Actuarial Opinion and the Actuarial Report on
Technical Provisions;
Reviewed all aspects of the relationship with the external
auditors, including the statutory audit plan, audit findings
and recommendations and consideration of the
independence of the external auditors and the arrangement
in place to safeguard this, including partner rotation,
prohibition on share ownership and levels of fees payable to
the statutory auditor for non-audit assignments;
Reviewed the performance of the External Auditor;
Appraised the Internal Audit function, plan, work, reports
and issues arising and monitoring the scope and
effectiveness of the function;
Reviewed the adequacy and effectiveness of controls
operated by management to identify, mitigate regulatory,
operational and financial risk;
Reviewed the progress towards implementation and the
impact of the new Accounting Standard IFRS 17 Insurance
Contracts;
Reviewed IAASA publications including IAASA Observations
on Selected Financial Reporting Issues for years ending on or
after 31 December 2022 and publication of Information
regarding IAASA’s Financial Reporting Supervision Activities;
Reviewed the External Quality Assessment of the Internal
Audit Function;
Reviewed certain policies including the Internal Control
Policy, Anti-Fraud Policy and Speak Up Policy;
Assessed compliance with financial reporting requirements;
and
Reported to the Board on its activities and confirmed the
degree to which the Committee’s delegated responsibilities
had been discharged through verbal reports to the Board
after each meeting and a formal written report presented
annually.
In 2022 the Committee considered the independence of the
Auditors and acknowledged the independence and quality
control safeguards operated within PricewaterhouseCoopers.
Annually the Committee review and approve a Non-Audit
Services Policy which is in place to mitigate any risks
threatening, or appearing to threaten, the external audit firm’s
independence and objectivity arising through the provision of
other assurance services. The review of this policy was last
carried out in August 2022. No other assurance services were
provided by PricewaterhouseCoopers other than the audit of
those elements of the Solvency and Financial Condition Report
that PricewaterhouseCoopers are required to audit, the
provision of certificates of premium amounts to the Motor
Insurers Bureau of Ireland, and the audit of the defined
contribution pension scheme.
As part of its responsibilities the Committee reviews the External
Audit Plan, the audit approach and objectives and Audit Findings
and has concluded that the external audit process has remained
effective. PricewaterhouseCoopers were reappointed as
Auditors of the Group in respect of the financial year ended 31
December 2022. The audit was last put out to tender in 2015
and PricewaterhouseCoopers was appointed as Auditors from
2016. PricewaterhouseCoopers have been auditors to the Group
for seven years.
A significant area of focus for the Committee throughout 2022
was the introduction of the new accounting standard IFRS 17.
The Committee received regular training, updates and attended
workshops on the impact of IFRS 17 for FBD and progress
against its planned implementation.
At least every five years an external assessment of the Internal
Audit Function must be conducted and in 2022 the Committee
approved the engagement of KPMG to carry out this review.
When considering the level of conformance with the Standards;
Code of Ethics; and the Internal Audit Financial Services Code of
Practice of the Chartered Institute of Internal Auditors (“CIIA”),
the CIIA identifies three levels namely i) Generally Conforms, ii)
Partially Conforms, and iii) Does not Conform. KPMG have
concluded that FBD’s Internal Audit function generally conforms
with the CIIA’s Standards, which is the highest rating possible.
KPMG noted their review is a strong and positive result for FBD.
76 FBD Holdings PLC Annual Report 2022
Environmental, Social & Governance
CORPORATE GOVERNANCE (continued)
Report of the Audit Committee (continued)
The significant issues, critical judgements and estimates used in
the formulation of the financial statements are set out in note 3.
All are considered by the Committee, with particular focus on
the following:
Key Issue Committee conclusion
Valuation of
claims
provisions
The Committee reviewed the best estimate,
claims handling provision and margin for
uncertainty, as well as the actuarial
methodologies and key assumptions. The
Committee separately reviewed the Business
Interruption claims provisions given the
complexity and judgements involved in the
calculations. The Committee was satisfied with
the measurement and valuation of all claims
provisions.
Going concern The Committee reviewed management’s
documentation of the going concern
assessment. The Committee was satisfied that
there were no material uncertainties which
cast significant doubt on the ability of the
Group or Company to continue as a going
concern over the period of assessment being
not less than 12 months from the date of this
report.
Fair, balanced and understandable
The Committee formally advises the Board on whether the
Annual Report and financial statements, taken as a whole, are
fair, balanced and understandable, in accordance with Provision
27 of the UK Corporate Governance Code 2018. The Committee
must ensure that the Annual Report and financial statements
also provide the information necessary for shareholders to
assess the performance of the Group, along with its business
model and strategy and the Committee is satisfied that the
above requirements have been met.
Evaluation
The Committee has reviewed the activities which it performed
and its overall effectiveness and has concluded that it has
operated effectively in providing the Board with the assurances
needed to discharge its responsibilities.
Jean Sharp
On behalf of the Audit Committee
9 March 2023
77
Strategic Report Environmental, Social & Governance Financial Statements Other Information
Report of the Risk Committee
Mary Brennan
Committee Chairperson
Membership during the year
Length of time
served on
committee at
date of report
M Brennan Committee Chairperson,
Independent Non-
Executive Director
1 year 4 months
W Bogaerts (Retired
12 May 2022)
Independent Non-
Executive Director
5 years 3 months
S Cronin Independent Non-
Executive Director
3 years 0 months
L Herlihy Independent Non-
Executive Director and
Board Chairman
5 years 10 months
R Pike Senior Independent
Non-Executive Director
3 years 0 months
Mr Bogaerts did not go forward for re-election as Director at the
2022 Annual General Meeting and stepped down as a member of
the Committee. The Committee Members have been selected to
ensure that the Committee has available to it the range of skills
and experience necessary to discharge its responsibilities.
Objective of Committee
The Board Risk Committee is the forum for risk governance
within FBD. It is responsible for providing oversight and advice
to the Board in relation to current and potential future risk
exposures of the Group and future risk strategy. This advice
includes recommending a risk management framework
incorporating strategies, policies, risk appetites and risk
indicators to the Board for approval. The Risk Committee
oversees the Risk Function, which is managed on a daily basis
by the Chief Risk Officer.
Key responsibilities delegated to the Committee
Promoting a risk awareness culture within the Group;
Ensuring that the material risks and emerging risks facing
the Group have been identified and that appropriate
arrangements are in place to manage and mitigate those
risks effectively;
Advising the Board on the effectiveness of strategies and
policies with respect to maintaining, on an ongoing basis,
the amounts, types and distribution of capital adequate to
cover the risks of the Group;
Reviewing and recommending the annual Compliance Plan
and Compliance Framework to the Board for approval;
Reviewing and recommending the Risk Management
Framework to the Board for approval;
Reviewing and challenge risk information received by the
Chief Risk Officer from the business departments to ensure
that the Group is not exceeding the risk limits set by the
Board; and
Presenting a profile of the Group’s key risks, risk
management framework, risk appetite and tolerance and
risk policies at least annually together with a summary of the
Committee’s business to the Board.
Meetings
The Committee met on five occasions during 2022. Meetings are
attended by Committee Members. The Chief Risk Officer is an
attendee at all Committee meetings. The Chief Executive
Officer, the Chief Financial Officer and the Chief Underwriting
Officer are regular attendees at Committee meetings along with
the Head of Compliance, the Risk Actuary and the Head of
Internal Audit.
The minutes of Committee meetings are circulated routinely to
the Board. The Committee chairperson also provides a verbal
report to the Board after each Committee meeting. The
Committee reports formally to the Board annually on the overall
work undertaken and the degree to which it discharged the
responsibilities delegated to it.
Activities of the Committee during 2022
The principal activities undertaken by the Committee during
2022 include:
Assisted the Board in the review and update of its risk
policies, including frameworks, risk appetite, risk indicators
and risk tolerance;
Appraised the annual Risk Function plan, to ensure that the
plan is sufficient and appropriate to effectively identify,
monitor, manage and report, on a continuous basis, the
risks to which the Group could be exposed; ensured that the
material risks facing the Group have been identified and
appropriately managed and mitigated;
Reviewed and recommended the Risk Management
Framework and Risk Appetite Framework to the Board;
Reviewed the emerging risks facing the Group;
Reviewed the embeddedness of Risk Culture in the Group;
78 FBD Holdings PLC Annual Report 2022
Environmental, Social & Governance
CORPORATE GOVERNANCE (continued)
Report of the Risk Committee (continued)
Reviewed and challenged the risk information reported to
the Committee to ensure that the Group is operating within
the risk limits set by the Board;
Reviewed the quarterly Solvency Capital Ratio;
Considered the results of risk policy stress tests and peer
reviews of the Actuarial Best Estimate that were performed
by the Risk Function;
Reviewed the results of Control Design Reviews, Blank Page
Risk Reviews and Emerging Risks Reviews undertaken by the
Risk Function;
Reviewed focus areas including Market Risk and
Underwriting Risk;
Reviewed updates on Data Protection from the Data
Protection Officer;
Reviewed updates from the Compliance Function;
Reviewed the 2022 ORSA Report prior to its consideration by
the Board; and
Reported to the Board on its activities and confirmed the
degree to which the Committee’s delegated responsibilities
had been discharged through verbal reports to the Board
after each meeting and a formal written report presented
annually.
Evaluation
The Committee has reviewed the activities which it performed
and its overall effectiveness and has concluded that it has
operated effectively in providing the Board with the assurances
needed to discharge its responsibilities.
Mary Brennan
On behalf of the Risk Committee
9 March 2023
79
Strategic Report Environmental, Social & Governance Financial Statements Other Information
Report of the Nomination
and Governance Committee
Liam Herlihy
Committee Chairman
Membership during the year
Length of time
served on
committee at
date of report
L Herlihy Committee Chairman,
Non-Executive Director,
Board Chairman
6 years 8 months
W Bogaerts (Retired
12 May 2022)
Independent Non-
Executive Director
3 years 0 months
S Cronin Independent Non-
Executive Director
3 years 0 months
D O’Connor Independent Non-
Executive Director
1 years 4 months
J Sharp (Appointed
14 June 2022)
Independent Non-
Executive Director
0 years 8 months
Mr Bogaerts did not go forward for re-election as Director at the
2022 Annual General Meeting and stepped down as member of
the Committee. Following a review of the required skills and
competencies, Ms Sharp was appointed by the Board as a
Member of the Committee. Ms Sharp is a Fellow of the Institute
of Chartered Accountants in Ireland, and an experienced
Financial Services executive. Ms Sharp has experience as a
member of a Nomination Committee in her portfolio of Non-
Executive Directorships.
The Committee members have been selected to ensure that the
Committee has available to it the range of skills and experience
necessary to discharge its responsibilities.
Objective of Committee
To ensure that the Board and its Committees are made up of
individuals with the necessary skills, knowledge and experience
to ensure that the Board is effective in discharging its
responsibilities.
Key responsibilities delegated to the Committee include:
Reviewing the structure, size and composition of the Board
and making recommendations to the Board for any
appointments or other changes;
Recommending changes to the Board’s Committees;
Keeping under review the leadership needs of the Group and
recommending the appointment of Directors, Executive
Management and the Company Secretary to the Board;
Advising the Board in relation to succession planning both
for the Board and the Senior Executives in the Group;
Monitoring the Group’s compliance with corporate
governance best practice with applicable legal, regulatory
and listing requirements and to recommend to the Board
such changes as deemed appropriate; and
Overseeing, in conjunction with the Board Chairman, the
conduct of the annual evaluation of the Board, Board
Committees, Chairman and individual Director
Performance.
Meetings
The Committee met seven times during 2022. The Group Chief
Executive may attend meetings of the Committee but only by
invitation and not at a time when their succession arrangements
are discussed.
The minutes of Committee meetings are circulated routinely to
the Board. The Committee chairperson also provides a verbal
report to the Board after each Committee meeting. The
Committee reports formally to the Board annually on the overall
work undertaken and the degree to which it discharged the
responsibilities delegated to it.
Activities of the Committee during 2022
Reviewed the Succession Plan for the Board;
Engaged with an independent external executive search
firm, Odgers Berndtson, on Board succession;
Reviewed the Talent Management and Succession Plan for
the Group and its principal subsidiary, FBD Insurance plc;
Reviewed the Board Skills matrix, the independence and
time commitment of the Non-Executive Directors;
Recommended the appointment of new members to Board
Committees to the Board;
Recommended the appointment of the Chief Strategy
Implementation Officer to the EMT;
Reviewed and recommended to the Board additional
directorships for Non-Executive Directors;
Reviewed the updates from the Chief Human Resource
Officer on engagement with employees;
Reviewed the tender process for the External Board
evaluation and recommended an external evaluator to the
Board;
Reviewed the Corporate Governance report;
Reviewed the Diversity and Inclusion Policy;
80 FBD Holdings PLC Annual Report 2022
Environmental, Social & Governance
CORPORATE GOVERNANCE (continued)
Reviewed compliance with governance best practice; and
Reviewed and recommended to the Board the approval of a
number of policies including the Fitness and Probity Policy,
Conflicts of Interest Policy, Code of Conduct Policy and the
Board Recruitment, Succession and Diversity Policy.
Further details of their activities are laid out in the Nomination
and Governance report on pages 86 to 88.
Evaluation
The Committee has reviewed the activities which it performed
and its overall effectiveness and has concluded that it has
operated effectively in providing the Board with the assurances
needed to discharge its responsibilities.
Liam Herlihy
On behalf of the Nomination and Governance Committee
9 March 2023
81
Strategic Report Environmental, Social & Governance Financial Statements Other Information
Report of the
Remuneration Committee
David O’Connor
Committee Chairman
Membership during year
Length of time
served on
committee at
date of report
D O’Connor Committee Chairman,
Independent Non-Executive
Director
5 years and 10
months
W Bogaerts
(Retired 12 May
2022)
Independent Non-Executive
Director
6 years and 0
months
S Cronin Independent Non-Executive
Director
3 years 0 months
L Herlihy Non-Executive Director,
Board Chairman
1 years 4 months
J O’Dwyer
(Appointed 9
December 2022)
Independent Non-Executive
Director
0 years 3 months
Mr Bogaerts did not go forward for re-election as Director at the
2022 Annual General Meeting and stepped down as member of
the Committee. Mr Herlihy was appointed as a Member of the
Committee in October 2021 and in accordance with Provision of
the UK Corporate Governance Code 2018 he was independent
on appointment as Chair of FBD Holdings plc. Following a review
of the required skills and competencies, Mr O’Dwyer was
appointed by the Board as a Member of the Committee 9
December 2022.
The Committee members have been selected to ensure that the
Committee has available to it the range of skills and experience
necessary to discharge its responsibilities.
Objective of Committee
To assist the Board of the Group in ensuring that the level of
remuneration in the Group and the split between fixed and
variable remuneration are sufficient to attract, retain and
motivate Executive Directors and senior management of the
quality required to run the Group in a manner which is fair and in
line with market norms, while not exposing the Group to
unnecessary levels of risk.
Key responsibilities delegated to the Committee include:
Ensuring that the Group’s overall reward strategy is
consistent with achievement of the Group’s strategic
objectives;
Determining the broad policy for the remuneration of the
Group’s Executive Directors, Company Secretary and
Executive Management;
Reviewing the on-going appropriateness and relevance of the
Remuneration Policy;
Determining the total remuneration packages for the
foregoing individuals, including salaries, variable
remuneration, pension and other benefit provision and any
compensation on termination of office;
Ensuring that remuneration schemes promote long-term
shareholdings by Executive Directors that support alignment
with long-term shareholder interests;
Ensuring that the Group operates to recognised good
governance standards in relation to remuneration;
Making awards of shares under the Group’s approved share
scheme; and
Preparation of the detailed Report on Directors’
Remuneration.
Meetings
The Committee met five times during 2022. The Group Chief
Executive may attend meetings of the Committee but only by
invitation and not at a time when individual remuneration
arrangements are discussed.
The minutes of Committee meetings are circulated routinely to
the Board. The Committee chairperson also provides a verbal
report to the Board after each Committee meeting. The
Committee reports formally to the Board annually on the overall
work undertaken and the degree to which it discharged the
responsibilities delegated to it.
Activities of the Committee during 2022
The principal activities undertaken by the Committee during
2022 include:
Reviewed and approved the remuneration arrangements for
Executive Directors and other Senior Executives;
Reviewed and approved the Report on Directors’
Remuneration for 2022;
Reviewed the final measurement and tracking of long term
investment performance awards presented by the Chief
Financial Officer;
Reviewed and approved the performance remuneration
arrangements including performance conditions;
82 FBD Holdings PLC Annual Report 2022
Environmental, Social & Governance
CORPORATE GOVERNANCE (continued)
Made conditional awards of shares under the FBD
Performance Share Plan and set the conditions attached;
Reviewed of Gender Pay Gap Analysis and Reporting;
Reviewed the Remuneration Policy;
Reviewed IFRS 17 implications on remuneration; and
Kept under review upcoming legislation impacting the Group
in relation to Remuneration.
Full details of Directors’ Remuneration are set in the Report on
Directors Remuneration on pages 89 to 106.
Evaluation
The Committee has reviewed the activities which it performed
and its overall effectiveness and has concluded that it has
operated effectively in providing the Board with the assurances
needed to discharge its responsibilities.
David O’Connor
On behalf of the Remuneration Committee
9 March 2023
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Strategic Report Environmental, Social & Governance Financial Statements Other Information
Engagement
FBD has identified the following as its key stakeholders;
Investors
Employees
Customers
Regulators
Wider Society
The Board is committed to ensuring that excellent lines of
communication exist and are fostered between the Group and
its stakeholders. The Board has approved a Stakeholder
Framework which outlines FBD’s approach to communicating
with and hearing its Stakeholders. The Board is regularly
updated on Stakeholder engagement and their views.
A planned programme of investor relations activities is
undertaken throughout the year which includes:
briefing meetings with all major shareholders after the full
year and half yearly results announcements;
regular meetings between institutional investors and
analysts with the Group Chief Executive, Chief Financial
Officer and/or Head of Investor Relations to discuss business
performance and strategy and to address any issues of
concern; and
responding to letters and queries received directly from
shareholders and from proxy adviser firms.
Should a significant proportion of votes be cast against a
resolution at any general meeting, the Board will endeavour to
identify the shareholders concerned and will initiate contact
with them with the view to understanding the reasons for the
adverse vote. In 2022 no resolution had 20% or more votes cast
against it.
The Board receives reporting on shareholder engagement which
includes details of meetings held, feedback received and issues
either of interest or of concern raised. Any issues arising are
addressed and discussed at Board meetings.
FBD has numerous channels through which it can engage with
customers. FBD is available to our customers through our
nationwide branch network, by phone, online or through our
partner and broker networks. Through a number of events in the
Community, FBD is visible and present to our customer base.
The Customer is at the heart of FBD’s Strategy.
Through regular meetings with Board Members and senior
management, the Group has an engaging relationship with the
Central Bank of Ireland, its regulator. Through attendance at
Oireachtas meetings on insurance related matters the Group
engages with Government bodies.
The Corporate Governance Code 2018 makes reference to
Section 172 of the UK Companies Act 2006. As FBD is
incorporated in Ireland it is subject to the Companies Act 2014.
The success of FBD is a fundamental part of our Business Model
and Strategy and success against our Strategy is continually
reviewed and monitored by the Board and Executive
Management. Details of how FBD promotes the success of the
Company for the benefit of its members as a whole and
initiatives undertaken in respect of the environment, the
community and FBD’s business relationships are outlined in the
Strategy Section on pages 18 to 20, the Environmental Section
on pages 29 to 47 and the Social Section of this Annual Report
on pages 48 to 58.
Director Appointed for Engagement with the
Workforce
Sylvia Cronin as Director of Engagement had a strong focus on
FBD’s Diversity and Inclusion (D&I) in 2022 and engaged with the
Diversity and Inclusion Committee throughout the year. She
attended D&I committee meetings as well as hosting a
Christmas Lunch which was a big success. She visited a number
of Branch Offices throughout the year to gather feedback and
held listening sessions to gain insights into what was important
and gather ideas on what we could improve. As Director of
Engagement Sylvia updated the Board and the Nomination and
Governance Committee throughout the year which supported
the Board in making key decisions to support employees. As
Director of Engagement Sylvia also played a key role in Board
away day where the Board spent a day in FBD’s Support Centre
with employees. Listening sessions were held as Board members
sat with employees and learned what their day entails as well as
the challenges they face on a daily basis, to ensure FBD deliver
the best customer experience.
Further information on supporting our People can be in the
Social Section on pages 48 to 58.
FBD and Wider Environment
In addition, FBD spokespeople on Insurance, Farm Safety and
the Claims Environment participate in and contribute to societal
debate on topical issues.
Annual General Meeting
The Company’s AGM is held each year in Dublin. The 2023
meeting will be held on 11 May 2023.
Who attends?
Directors;
Senior Group Executives;
Shareholders;
Company Advisers; and
Members of the media are also invited and permitted to
attend.
84 FBD Holdings PLC Annual Report 2022
Environmental, Social & Governance
CORPORATE GOVERNANCE (continued)
What business takes place at the meeting?
The Group Chief Executive and Chief Financial Officer makes
a presentation on the results and performance to the
meeting prior to the Chairman dealing with the formal
business of the meeting itself; and
All shareholders present, either in person or by proxy can
question the Chairman, the Committee Chairpersons and
the rest of the Board during the meeting and afterwards.
All formal resolutions are dealt with on a show of hands. Once
the vote is declared by the Chairman, the votes lodged with the
Company in advance of the meeting are displayed prominently in
the venue for those present to see. Immediately after the
meeting is concluded the results are published on the Group’s
website www.fbdgroup.com and also via Euronext Dublin and
London Stock Exchange.
The notice of the AGM is issued to shareholders at least 21
working days in advance of the meeting. Details will be available
in due course in respect to the holding of the AGM.
Internal Control
The Board has overall responsibility for the Group’s system of
internal control and for reviewing its effectiveness. The system
which operates in FBD is designed to manage rather than
eliminate the risk of failure to achieve business objectives and
can provide only reasonable and not absolute assurance against
material misstatement or loss.
In accordance with the revised Financial Reporting Council (FRC)
guidance for directors on internal control published in
September 2014, “Guidance on Risk Management, Internal
Control and Related Financial and Business Reporting”, the
Board confirms that there is an ongoing process for identifying,
evaluating and managing any significant risks faced by the
Group, that it has been in place for the year under review and up
to the date of approval of the financial statements and that this
process is regularly reviewed by the Board.
The key risk management and internal control procedures which
cover all material controls include:
skilled and experienced management and staff in line with fit
and proper requirements;
roles and responsibilities including reporting lines clearly
defined with performance linked to Group objectives;
an organisation structure with clearly defined lines of
responsibility and authority;
the maintenance of proper accounting records;
a comprehensive system of financial control incorporating
budgeting, periodic financial reporting and variance analysis;
a Risk Committee of the Board and a Risk Management
Framework comprising a Risk function headed by a Chief
Risk Officer, a clearly stated risk appetite and risk strategy
supported by approved risk management policies and
processes;
an Executive Risk Committee comprising senior
management whose main role includes reviewing and
challenging key risk information and to assist the Board Risk
Committee, described earlier, in the discharge of its duties
between meetings;
the risk strategy, framework and appetite are articulated in a
suite of policies covering all risk types and supported by
detailed procedural documents. Each of these documents is
subject to annual review and approval by the Board;
performance of an ORSA linking to risk management,
strategy and capital management;
a Group Internal Audit function;
a Group Compliance function;
a Data Protection Officer;
an Audit Committee whose formal terms of reference
include responsibility for assessing the significant risks facing
the Company in the achievement of its objectives and the
controls in place to mitigate those risks;
a Disaster Recovery Framework is in place and is regularly
tested;
a Business Continuity Framework is in place and is regularly
tested;
an IT Risk Management Framework;
a number of key Group policies in place include a Corporate
Governance Framework, Fitness and Probity Policy, Speak
Up Policy and Code of Conduct.
The Annual Budget, Half-Yearly Report and Annual Report are
reviewed and approved by the Board. Financial results with
comparisons against budget are reported to Executive Directors
on a monthly basis and are reported to the Board quarterly.
The risk management, internal control, reporting and
forecasting processes are important to the Board in the exercise
of its Governance and Oversight role. The Board constantly
strives to further improve their quality. The Group has
established a Speak Up Policy for workers* (as defined by the
Protected Disclosures (Amendment) Act 2022), the purpose of
which is to ensure that:
Workers* are aware of the arrangements and protection in
place for raising concerns in respect of wrongdoing in the
Group.
Workers* are aware that it is safe and appropriate for all
employees to raise a concern.
85
Strategic Report Environmental, Social & Governance Financial Statements Other Information
FBD take appropriate measures to ensure concerns are
appropriately investigated and to safeguard workers* who:
Raise genuine concerns; or
Are the subject to an investigation; or
Were the subject to an investigation and where no
evidence of wrongdoing was discovered.
The Policy and supporting procedures are reviewed annually and
were reviewed and updated in December 2022 following the
publication and enactment of Protected Disclosures
(Amendment) Act 2022. The Policy is available on the FBD
Group website and all employees received annual mandatory
training.
Internal Controls over Financial Reporting
The main features of the internal control framework which
supports the preparation of the consolidated financial
statements are as follows:
A comprehensive set of accounting policies are in place
relating to the preparation of the interim and annual
financial statements in line with IFRS;
A number of policies and controls are in place to support the
delivery of the annual report and half yearly report including
a Financial Reporting Policy and Internal Control Policy;
An appropriately qualified and skilled Finance team is in
place operating under the supervision of experienced
management who are compliant with fit and proper
requirements;
Appropriate financial and accounting software is in place;
A control process is followed as part of the interim and
annual financial statements preparation, involving the
appropriate level of management review of the significant
account line items, and where judgments and estimates are
made, they are independently reviewed to ensure that they
are reasonable and appropriate. This ensures that the
consolidated financial information required for the interim
and annual financial statements is presented fairly and
disclosed appropriately;
Preparation and review of key account reconciliations;
The Audit Committee members attend a series of meetings
in the lead up to the annual financial statements to consider
and review the financial statements in detail and to have
early sight of key uncertainties and judgement;
Detailed papers are prepared for review and approval by the
Audit Committee covering all significant judgmental and
technical accounting issues together with any significant
presentation and disclosure matters;
The Audit Committee has a number of responsibilities
delegated to it under its Terms of Reference. On an annual
basis an assessment is carried out of the Committee’s
compliance with its Terms of Reference.
The Board confirms that it has reviewed the effectiveness of the
Group’s Systems of Internal Control for the year ended 31
December 2022. The 2022 internal control assessment provides
reasonable assurance that the Group’s controls are effective,
and that where control weaknesses are identified, they are
subject to management oversight and action plans.
86 FBD Holdings PLC Annual Report 2022
Environmental, Social & Governance
NOMINATION AND GOVERNANCE REPORT
Dear Shareholder,
On behalf of the Nomination and Governance Committee, I am
pleased to outline a summary of activities during 2022.
Board Changes during 2022
In 2022 Mr Bogaerts, an independent Non-Executive Director,
did not go forward for re-election at the Annual General Meeting
held on 12 May 2022 and he retired from the Board. On behalf of
the Board we thank Mr Bogaerts for his extensive contribution
and support for FBD over his tenure as Director and we wish him
well in his future endeavours.
In December 2022, Mr O’Grady notified the Board of his
intention to retire at the end of 2023 as Group Chief Financial
Officer and Executive Director of FBD Holding plc and FBD
Insurance plc. The process to appoint his successor has
commenced in line with the Board Succession Plan.
During 2022 the Nomination and Governance Committee
regularly kept board skills under review and, where needed, a
search was initiated to fulfil any skill set required by the Board.
The Group extensively use an independent external executive
search specialist firm to assist it in the search for new
independent Non-Executive Directors in line with the Board
requirements.
Our fellow Director, Mr Walshe, sadly passed away on 1
February 2023. Padraig was a highly valued member of our
Board and will be deeply missed by all who had the privilege of
working with him over a sixteen-year period in his role as a
non-executive Director of FBD. Padraig has left a lasting legacy
to the business and his dedication and commitment to the
success and growth of FBD will be deeply missed.
The Nomination and Governance Committee will keep the needs
and requirements of the Board under regular review.
Board Induction, Training and Development
FBD recognises the importance and benefit of supporting the
continued development of its employees. The Board is highly
supportive of this and is committed to its own ongoing
professional development. A detailed and comprehensive
induction training programme is in place for newly appointed
Directors.
During 2022 the Board regularly reviewed its programme of
training which has been developed having given consideration to
the business needs and requirements, current and emerging
risks and forthcoming changes in law and regulation. Areas of
training in 2022 included Market Abuse Regulation, IFRS 17,
Competition Law, Differential Pricing, Individual Accountability
Regime, Operational Resiliency, Risk including Cyber Security
and ESG. Additionally Directors may request training as they
may deem appropriate.
Board Succession
In 2022 the Committee and the Board reviewed the Board
Succession Plan. The Committee, on behalf of the Board,
regularly consider the Board composition and tenure, its
diversity and that of its Committees along with the Board skill
set. This assists the Committee in reviewing succession from a
short, medium and long term perspective and in identifying any
skills and diversity requirements that would be of benefit to the
Board. Board succession is supported by the Board Recruitment,
Succession and Diversity Policy and Board Conflicts of Interest
Policy.
Diversity and Inclusion at FBD
The Board believe that diversity and inclusion are key to creating
an environment that fosters innovation, employee engagement,
creativity and the collaboration required to support and drive the
Board agreed strategy 2023 to 2027.
The Board fully supports and encourages the leadership team in
promoting an inclusive and equal employment work
environment for our employees and the customers we serve. On
behalf of the Board, the Committee regularly receive updates on
Diversity and Inclusion including the work of our Diversity and
Inclusion Committee and Phase two and three of our three-year
Diversity and Inclusion strategy. The Board welcomes FBD’s
achievement of the Silver accreditation for being investors in
Diversity through the Irish Centre for Diversity and we are
committed to working towards attaining the Gold accreditation.
Board Diversity is supported by the Board Recruitment,
Succession and Diversity Policy and reflects our continued
commitment to promote a diverse and inclusive culture, valuing
diversity of thought, skills, experience, knowledge and expertise
including of educational and professional backgrounds,
alongside diversity criteria such as gender, ethnicity and age. As
set out in the Policy all Executive appointments and succession
plans are made on merit and objective criteria, in the context of
the skills and experience that are needed for the Board to be
effective and to promote ‘diverse thinking’. FBD aims to attract,
recruit, and retain individuals with diverse backgrounds, skills,
and competencies who individually and collectively enhance the
service FBD provides to its customers and contribute to the
successful delivery of FBD’s strategy and objectives.
Please see pages 49 to 50 for further information on Diversity at
FBD.
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Strategic Report Environmental, Social & Governance Financial Statements Other Information
Board Experience and skills
The skills and experience identified by the Board as critical to its
composition and that of its Committees at this time are outlined
below. This was reviewed in 2022 and the Nomination and
Governance Committee deemed it appropriate to add Strategic
Planning, Operations and Change Management, ESG and
Subsidiary Governance.
The percentage of the Board having the requisite skills and
experience are as follows:
70%
30%
Board Gender
Board Skills
Executive Management Team Gender
58%
42%
Direct Reports Gender
Female
Male
Female
Male
Female
Male
0% 20% 40% 60% 80% 100%
Information
Technology
Regulatory and
Compliance
Risk Management
Governance, ESG
and Subsidiary
Governance
Distribution/
Commercial
Operations/Change
Management
Finance
Services
Farming and
Agri-Industry
Strategic
Planning
Corporate
Finance
Actuarial
General Industry
Experience
Accounting
and Audit
70%
30%
The Board values the major contribution which a mix of
backgrounds, skills and experience brings to the Group and sees
merit in increasing diversity at Board level in achieving the
Group’s strategic objectives. Differences in background, skills,
experience and other qualities, including gender, are always
considered and formally discussed at the Nomination and
Governance Committee in determining the optimal composition
of the Board, the principal aim being to achieve an appropriate
balance between them.
While all appointments to the Board will have due regard to
diversity, they will be made on merit, ensuring that the skills,
experience and traits noted by the Board as being of particular
relevance at any time are present on the Board and included in
any planned recruitment.
The Board continues to comprise of a mix in backgrounds,
experience and gender in line with the Policy. As at the date of
this report, the Board was comprised as follows:
Tenure of Director
0 – 2 years 40%
3 – 6 years 50%
7 – 9 years 10%
Over 9 years —%
Gender
Male 70%
Female 30%
Executive/Non-Executive
Non-Executive 80%
Executive 20%
Gender Balance
The gender balance of those in the senior management and their
direct reports.
Executive Management Team
70%
30%
Board Gender
Board Skills
Executive Management Team Gender
58%
42%
Direct Reports Gender
Female
Male
Female
Male
Female
Male
0% 20% 40% 60% 80% 100%
Information
Technology
Regulatory and
Compliance
Risk Management
Governance, ESG
and Subsidiary
Governance
Distribution/
Commercial
Operations/Change
Management
Finance
Services
Farming and
Agri-Industry
Strategic
Planning
Corporate
Finance
Actuarial
General Industry
Experience
Accounting
and Audit
70%
30%
Direct Reports
70%
30%
Board Gender
Board Skills
Executive Management Team Gender
58%
42%
Direct Reports Gender
Female
Male
Female
Male
Female
Male
0% 20% 40% 60% 80% 100%
Information
Technology
Regulatory and
Compliance
Risk Management
Governance, ESG
and Subsidiary
Governance
Distribution/
Commercial
Operations/Change
Management
Finance
Services
Farming and
Agri-Industry
Strategic
Planning
Corporate
Finance
Actuarial
General Industry
Experience
Accounting
and Audit
70%
30%
FBD are proud members and supporters of the ‘30% Club’. This
International organisation was established with a goal of
achieving a better gender balance on boards and in executive
leadership. 30 per cent of the Board of Directors of FBD Holdings
plc is female. 30 per cent of executive level and 44 per cent of
manager/specialists level in FBD are female. 56 per cent of FBD’s
overall employees are female.
In 2022 FBD signed up to the Women in Finance Charter and has
an ambition to see more female representation at all levels.
88 FBD Holdings PLC Annual Report 2022
Environmental, Social & Governance
NOMINATION AND GOVERNANCE REPORT (continued)
Board Evaluation
Every year the Board evaluates its performance and that of its
Committees. In 2022 the Nomination and Governance
Committee led a tender process for the 2022 external evaluation
of the Board and Board Excellence was the successful candidate.
The previous external evaluation was carried out for the year
ended 2019.
Board Excellence conducted an external board evaluation of the
boards and committees of FBD Holdings plc and FBD Insurance
plc. The evaluation was conducted by two Partners from Board
Excellence. The external board evaluation process consisted of a
comprehensive, independent and objective evaluation of the
effectiveness, governance and performance of the FBD Boards
and Committees across 20 categories.
This reflected the provisions of;
The UK Corporate Governance code (2018)
Irish Corporate Governance Code Annex
Central Bank of Ireland (CBI) Corporate Governance Code
requirements for Insurance Undertakings (2015)
UK Financial Reporting Council (FRC) guidance on board and
committee effectiveness (2018)
Internationally recognised board best practices.
The external evaluation process consisted of the following
phases;
Confidential questionnaire completed by the Board
Directors, Executive Team members and the Company
Secretary
Review of the last 12 months of board and committee
materials, governance materials, strategy, risk
management, internal controls, cyber-security, ESG,
culture, HR, shareholder and stakeholder engagement
materials
Observation of the FBD Board and Committee meetings
Confidential one-to-one interviews with the Board Directors,
Executive Team members and the Company Secretary
Development of a draft report covering the outcome of the
assessment and an agreed action plan implementing the
recommendations.
The Board Excellence external board evaluation process
provides an overall summary assessment of the board and
committees utilising 6 rankings: High-performing, Strong,
Effective, Average, Mediocre and Dysfunctional. The external
board evaluators assessed the FBD Holdings plc and FBD
Insurance plc Boards and Committees to be Strong. Key
assessment highlights include;
Strong board dynamics with a healthy balance of intelligent
robust oversight by the Non-Executive Directors and
value-adding support by the Non-Executive Directors to the
CEO and Executive Team
A progressive approach to collaboration on strategy between
the Executive Team and the Board
Hard working effective Committees which are adding
significant value
High-quality Executive reporting to the Board and
Committees
Deep commitment to the highest standards of corporate
governance, engagement with Shareholders and
Stakeholders, and ethics
Key focus within the Board and Executive team on excelling
for Shareholders, Customers, Employees, the Regulator,
and Wider Society, underpinned by a progressive focus on
ESG.
A number of recommendations have been made to build on this
strong foundation and an action plan addressing the
recommendations will be agreed and actioned over the
remainder of 2023.
The Senior Independent Director is responsible for leading the
evaluation of the performance of the Chairman and this was
carried out through an individual meeting with the Chairman
and the Senior Independent Director and also at a meeting with
the Directors in the absence of the Chairman. Feedback was
provided to the Chairman through the Senior Independent
Director.
Liam Herlihy
On behalf of the Nomination and Governance Committee
9 March 2023
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Strategic Report Environmental, Social & Governance Financial Statements Other Information
REPORT ON DIRECTORS’ REMUNERATION
Introductory Letter from the Remuneration Committee Chair
Dear Shareholder,
On behalf of the Remuneration Committee and the Board, I am pleased to present the Directors Remuneration Committee Report for
the year ended 31 December 2022.
The Directors Remuneration Committee report sets out the operation of the Directors Remuneration Policy in 2022. As explained
below, we intend to put a slightly amended version of the Policy for shareholders’ approval at the 2023 AGM. The Remuneration
Committee ensures that as a Group, we comply with all relevant remuneration and legislative requirements.
Our Strategy which we launched in 2022 supported the delivery of our objectives and the growth achieved in Gross Written premium
and Policy Count while also ensuring continued profitability across our business. Controlled growth in GWP and Policy Count during
2022 represents a strong first step in the delivery of our strategy. This is a tribute to the continued hard work of all our people.
Remuneration in context
In making decisions in relation to executive directors’ remuneration outcomes in 2022, the Committee took into account key
measures of the Group’s performance as well as the experience of wider stakeholders as outlined below.
Strategic Priorities
In 2022, we progressed our strategy towards being a digitally enabled data enriched organisation which delivers excellent customer
and employee experience.
Developed our data to build a segmentation model of our farm customers, providing clearer opportunities to grow our
relationships with our key sector;
Confirmed our commitment to our successful Branch Network, invested in training and engagement in energising our direct
business;
Begun implementing technology enhancements to provide additional capacity for our staff, to further engage with our customers;
Our increased focus in this area assisted in reversing the decline on farm and increasing our policy count on farm for the first time
in five years and growing our overall policy count across our three main sectors.
Financial Performance
€382.9 million Gross Written Premium achieved
2.9% Growth in Policy Count in 2022
74.5% Combined Operating Ratio
Our Employees
Improved employee experience in FBD is delivered through our People Strategy as we strive to be a great place to work for all our
employees and a company of choice when recruiting key talent. FBD is strengthening the connection between our purpose, culture
and values. Throughout the year we communicated directly with our colleagues detailing our performance, changes in the economic
and regulatory environment and updates on our key strategic initiatives. We have a continued focus on the culture in FBD by delivering
initiatives that reinforce our values and behaviours.
We are committed to creating a diverse and inclusive workspace that embraces and celebrates each other’s differences. We recognise
that it is important that our colleagues both represent and reflect diversity as with this comes creativity and allows for the exploration
of ideas in a nurturing environment. Promotion and recruitment at FBD is fair and objective and all our people are rewarded
appropriately for their contribution to our business. We have achieved Silver Accreditation with the Irish Centre for Diversity in respect
of our Diversity and Inclusion programme.
90 FBD Holdings PLC Annual Report 2022
Environmental, Social & Governance
REPORT ON DIRECTORS’ REMUNERATION (continued)
We have also introduced Hybrid Working with all employees working two days a week in the office and will review this arrangement on
an annual basis. A wellness wallet was introduced for all employees in 2022 with a €180 per year allowance. We also had a
comprehensive calendar of Wellness events throughout 2022 with a focus on employee wellbeing, nutrition and mental health. As
part of our plan to improve the gender pay gap we will include bonus payments for those on paid maternity leave to ensure fairness in
our pay model going forward. We have also reviewed and enhanced our pay bands following our 2022 benchmarking in order to ensure
we have a robust pay model that attracts and retains key talent.
A pay pot of 3.5% was awarded in April 2022 for our employees and took into account performance, current position on salary range
and pay grade. Also in order to support our employees as a result of the cost of living crisis a €500 voucher was awarded to all
employees in November 2022.
A bonus pot of 112.5% was awarded to our employees taking into account individual performance in April 2022 following
achievement of business performance conditions for 2021.
Paying for Performance
The Committee ensures alignment with the long term interests of the Group’s key stakeholders by aligning remuneration metrics with
the Group’s business model and strategic objectives and by ensuring sufficient stretch in the performance targets. The Remuneration
Committee have reviewed performance against the 2022 Annual Bonus Plan targets and approved the 2022 Bonus payments. We
have also reviewed and approved the 2023 Annual Bonus Plan structure to ensure it is aligned to our strategy, our shareholder and all
stakeholder requirements.
We reviewed the LTIP award granted in 2020 against the applicable performance conditions and approved the vesting outcome. We
also reviewed and approved the metrics and targets for LTIP to be granted in 2023.
In approving the performance conditions for 2023 the Committee considered the following;
Motivate and reward executives to perform in the long term interest of shareholders;
Attract and retain executives of the highest calibre;
Reflect the strategy of the Company for all our shareholders with a strong focus on Culture, ESG and our People;
Provide an appropriate blend of fixed and variable remuneration and short and long term incentives.
2022 Remuneration
Base Salary for the CEO was €500,000 and for the CFO was €331,200
Bonus for the CEO resulted in a payout of €500,000 and for the CFO €178,020
LTIP Vesting outcome was 83.25%
External Advice
Willis Towers Watson (WTW) continued to provide advice in respect of FBD’s Remuneration Policy in 2022 and the total fees paid were
€43,702.
2023 Remuneration Policy and Implementation
The current Remuneration Policy was approved by shareholders at the 2021 AGM and received 99.6% support for the votes cast. The
committee intends to put a slightly amended version of the policy for shareholders’ approval at the 2023 AGM.
The one change proposed will be to amend the proportion of annual bonus paid to executive directors deferred into shares from 50%
to 30%. The Remuneration Committee has carefully considered the appropriate balance between shorter and long-term incentive
elements for both the Executive Directors and the next level of senior executives. The current arrangements have been found to
incorporate very extensive deferral of the variable element of the overall award.
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We expect the effect of the planned change will be to make the overall incentive program more tangible for executives, whilst
maintaining a strong degree of deferral. The Committee believes that the combination of this bonus deferral, post vesting holding
periods for LTIP awards and in-employment and post-employment shareholding requirements will ensure that executives are
appropriately aligned with the experience of shareholders and long-term sustainable value creation, will allow for the potential
operation of malus and clawback arrangements and will continue to be compliant with the Insurance Regulatory requirements.
Shareholder Dialogue and Support
Section 1110N of Companies Act 2014 (EU Shareholder Rights Directive), requires a vote on the Report on Directors’ Remuneration at
the AGM on an advisory basis. At the 2022 AGM, this report received 93.78% support from shareholders.
The Committee requests shareholders to consider and approve the annual remuneration report set out on the pages following at the
2023 AGM.
David O’Connor
Chairperson of the Remuneration Committee
9 March 2023
92 FBD Holdings PLC Annual Report 2022
Environmental, Social & Governance
REPORT ON DIRECTORS’ REMUNERATION (continued)
Role of Remuneration Committee
Responsibility for determining the levels of remuneration of the Executive Directors has been delegated by the Board to the
Remuneration Committee whose membership is set out in the Corporate Governance Report.
In framing remuneration strategy, frameworks and policies, the Committee gives full consideration to the principles and provisions of
the Corporate Governance Requirements for Insurance Undertakings 2015 and UK Corporate Governance Code 2018 as well as the
update to the EU Shareholder Rights Directive in 2020. It also takes into account the long term interests of shareholders, investors
and other stakeholders of the Group.
The duties of the Remuneration Committee are to determine Directors Remuneration Policy and practices by reviewing performance
structures, performance metrics, target setting and application of discretion.
The Remuneration Committee also reviews overall workforce remuneration and related policies and alignment of incentives and
rewards with culture and takes these factors into account when setting the policy for Executive Director Remuneration.
The Committee considers and reviews the Remuneration Policy and are in agreement that it is operating as intended in respect of
Group performance quantum.
In determining outcomes under the bonus and the long term investment plan (LTIP), the Remuneration Committee considers
performance achieved during the year and satisfies themselves that the incentive outcomes were appropriately aligned with the
extent to which the Group met its strategic goals and the shareholder experience.
Remuneration Policy
The current Remuneration Policy was approved by shareholders at the 2021 AGM and received 99.6% support of the votes cast. The
Committee intends to put a slightly amended version of the Policy for shareholders approval at the 2023 AGM.
The one change proposed will be to amend the proportion of annual bonus paid to executive directors deferred into shares from 50%
to 30%.
Remuneration arrangements are determined throughout the Group based on the same principle – reward should be sufficient in order
to attract, retain and motivate high performing individuals who are critical to the future development of the Group. The fair
distribution of our Group’s profits is an integral part of our corporate culture as we wish to reward our employees’ contribution to the
success of the Group.
The performance measures ensure everyone is focussed on delivering the same business priorities and that employees share in the
success if the business strategy is delivered.
It is the policy of the Group to provide all members of executive management, middle management and employees of the Group with
appropriate remuneration and incentives that reward performance. The aim is to ensure reward aligns to Group objectives in terms of
profitability built on good customer outcomes together with balanced and responsible assumption of risk. This is done by ensuring
that the principles of sound and prudent risk management are fully reflected and that excessive risk taking is neither encouraged nor
rewarded. The appropriateness is assessed with reference to internal and external sources.
The Committee has aimed to build simplicity and transparency into the design and delivery of our Remuneration Policy which was
revised and updated in 2020, to ensure it was in line with any recent updates in legislation. The remuneration structure is simple to
understand for both participants and shareholders and is aligned to the strategic priorities of the business. We aim for our disclosures
to clearly explain the design of our arrangements and the way that they have been operated so that they can be fully understood by all
stakeholders.
When determining Executive Director Remuneration policy and practices, all of the following are addressed:
Clarity – remuneration arrangements should be transparent and promote effective engagement with shareholders and the
workforce;
Simplicity – remuneration structures should avoid complexity and their rationale and operation should be easy to understand;
Risk – remuneration arrangements should ensure reputational and other risks from excessive rewards, and behavioural risks that
can arise from target-based incentive plans, are identified and mitigated;
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Predictability – the range of possible values of rewards to individual Directors and any other limits or discretions should be
identified and explained at the time of approving the policy;
Proportionality - a significant part of an executive’s reward is linked to performance with a clear line of sight between business
performance and the delivery of shareholder value;
Alignment to culture - the incentive arrangements and the performance measures used are strongly aligned to those that the
Board considers when determining the success of the implementation of the Company’s purpose, values and strategy.
The Committee has the discretion to override formulaic outcomes and enable recovery and withholding of bonus where appropriate.
The Committee will continue to monitor corporate governance developments and evolving best practice and take these into account
in the Policy and its implementation.
The Policy includes a number of points in its design, the aim of which is to mitigate potential risk:
defined limits on the maximum opportunity levels under incentive plans;
provisions to allow malus and clawback to be applied by the Remuneration Committee where appropriate;
performance targets calibrated at appropriately stretching but sustainable levels in line with our business strategy so that
executives are incentivised to deliver performance but not at the expense of going beyond the Group‘s risk appetite;
shareholding requirements ensures alignment of interests between Executive Directors and shareholders and encourages
sustainable performance;
a significant proportion of any Executive Director bonus will be deferred into FBD shares for a period of three years. This practice
will allow the Committee to have flexibility to apply clawback if circumstances warranted; and
persons subject to the Remuneration Policy shall commit to not using any personal hedging strategies or remuneration and
liability-related insurance which would undermine the risk alignment effects embedded in their remuneration arrangement.
We aim for our disclosure to be clear to allow shareholders to understand the range of potential values which may be earned under the
remuneration arrangements. All incentive arrangements have defined and disclosed limits on pay out/award levels.
A significant proportion of Executive Director Remuneration arrangements is share-based and we also require significant holding of
shares which ensures that remuneration outcomes are closely aligned to shareholder returns. For example, the Chief Executive
Officer is required to build and maintain a shareholding equivalent to two times annual salary.
It is also the policy of the Group to provide a remuneration framework that attracts, motivates and rewards Executives of the highest
calibre who bring experience to the strategic direction and management of the Group and who will perform in the long term interests
of the Group and its shareholders.
As part of our annual remuneration cycle a comprehensive analysis is completed in respect of comparison of changes to salary,
benefits and annual bonus for Executive Directors, Senior Management and all employees. A gender pay gap comparison and gap
analysis is also completed in respect of both pay and bonus around total workforce remuneration.
We are committed to ongoing and constructive engagement with our employees and use a number of channels to support our
engagement process in order to incorporate their views into our business activities.
Among our key stakeholders is Farmers Business Development plc and as FBD’s largest shareholder they have held, and will continue
to hold a seat on the Board in the future which benefits the Group as they share knowledge in respect of our largest customer base.
FBD is committed to being open and transparent in respect of its remuneration arrangements for all employees and as part of this
transparency table the Report on Directors’ Remuneration at the AGM each year for an advisory vote. The FBD Performance Share
LTIP Plan (LTIP) was approved by shareholders at the AGM on 5th May, 2018. FBD engaged individually with a number of shareholders
prior to the AGM in respect of the Long Term Investment Plan.
As part of our regular interaction with investors we answer questions that they may have on remuneration arrangements and take into
consideration views expressed in the formulation of policy and setting appropriate performance conditions. In addition we engage
with investor advisory services about any concerns they may have. We have listened to our Investors and their feedback in respect of
the importance of balance between growth and profitability. The Remuneration Committee have taken this feedback into account
when setting appropriate performance conditions for 2023. In respect of the proposed amendment to the remuneration policy the
committee engaged with the company’s largest shareholders (representing more than 57.67% of issued share capital as of end of
December). All of the shareholder’s that responded to the engagement were supportive of the proposed change.
94 FBD Holdings PLC Annual Report 2022
Environmental, Social & Governance
REPORT ON DIRECTORS’ REMUNERATION (continued)
As part of the annual pay cycle, a communication is issued to all employees explaining how their bonus aligns to the Group Strategy
and the steps taken to ensure fairness of distribution for all employees. Regular town halls and updates for all employees are held
throughout the year which include financial and remuneration updates. Two way communication is a key part of these forums with
Q&A to Executive Management at each update. Regular engagement takes place with employer representative bodies to discuss
remuneration and other matters. Employee Surveys are also completed and feedback utilised to ensure employees are engaged.
In December 2022 we published our Gender Pay Gap and communicated with all employees using a number of different forums. This
outlined to all employees how we are closing the gap, understanding our results and how at FBD we believe an inclusive, diverse and
equitable workforce is critical for the success of the company.
Our Director of Engagement Sylvia Cronin also engaged throughout the year with our employees and gathered feedback which she
shared with the Board and Committee which enabled the Remuneration Committee make informed decisions in respect of employee
remuneration.
FBD also has a programme of Investor Relation Activities where we engage with all shareholders in order to enhance bi-lateral
communication by fostering objective orientated dialogue with shareholders.
The Committee considers remuneration in respect of all employees and is satisfied that pay arrangements are appropriate
The following table sets out the key elements of the Remuneration Policy for Executive Directors and Senior Executives, their purpose
and how they link to strategic rationale.
Element and
link to strategy
Policy and operation Change from 2021
Remuneration Policy
Base Salary (fixed remuneration)
To help recruit and retain
senior experienced
Executives
Base salaries are reviewed annually with effect typically from 1 April taking
the following factors into account:
The individual’s role and experience
Group performance
Personal performance
Market practice and benchmarking
Although salaries are reviewed annually there is no automatic right of any
Executive to receive a salary increase.
No change
Benefits (fixed remuneration)
To provide market
competitive benefits
Benefits provided include motor allowance and an agreed percentage
contribution to health and other insurance costs.
No change
Pension Provision (fixed remuneration)
To provide market
competitive benefits and
reward performance
over a long period,
enabling Executives to
save for retirement
Since 2020, the Remuneration Policy ensures that all newly appointed
Executive Directors receive defined contribution pension benefits (or
equivalent cash in lieu), in line with existing scheme arrangements available
to the wider workforce.
One Executive Director’s defined contribution pension rate is not aligned
with the rate in operation for the majority of the workforce, due to existing
contractual arrangements. He has indicated his intention to retire at the end
of 2023. The Remuneration Committee intends to bring this contribution
rate into line with that of the wider workforce by the end of 2023 on
appointment of a replacement Executive Director.
No change in 2022
however on
appointment of a new
CFO in 2023, all
Executive Directors
defined contribution
pension rate will be
aligned with the rate in
operation for the
majority of the
workforce.
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Element and
link to strategy
Policy and operation Change from 2021
Remuneration Policy
Annual Performance Bonuses (variable remuneration)
To reward achievement
of Group targets,
personal performance
and contribution
Annual bonus is based on stretching performance conditions set by the
Remuneration Committee at the start of the year. The maximum
opportunity level under the Policy for the Chief Executive Officer is 120% of
base salary and 100% of base salary for other Executive Directors. In a given
year, the Committee may determine that a maximum opportunity level
below the above Policy levels will be operated.
Annual bonus outcomes will be determined based on performance against
Group financial targets and the achievement of defined individual strategic
objectives. The Remuneration Committee will determine the performance
measures, their weightings and the calibration of targets each year and will
clearly disclose these in the Remuneration Report.
Financial targets will determine the majority of the bonus. Financial targets
will be set in a manner which will encourage enhanced performance in the
best interests of the Group and its shareholders and will be approved by the
Remuneration Committee.
In addition, if annual Group profit before tax does not reach a minimum
level, to be determined annually by the Remuneration Committee after the
budget has been approved, then the bonus may be revised downwards
potentially to zero, the ultimate discretion over which rests with the
Remuneration Committee following consultation with the Chief Executive
Officer.
Individual performance will be assessed against agreed performance
objectives, which will include a risk objective to ensure that all employees
identify, evaluate and mitigate and control risks as part of our overall
objectives to meet the organisation’s strategic goals.
The Remuneration Committee has the discretion to override formulaic
outcomes in circumstances where it judges it would be appropriate to do so.
Any such discretion would be fully disclosed in the relevant annual report.
Any bonus payments are subject to the potential for the Remuneration
Committee to apply provisions to withhold, reduce or require the repayment
of awards for up to two years after payment if there is found to have been (a)
material misstatement of the Group’s financial results or (b) gross
misconduct on the part of the individual.
30% of any executive bonus will be deferred into FBD shares for a period of
three years. This practice will allow the committee to have flexibility to apply
clawback if circumstances warranted.
No change other than
the level of deferral
has been amended to
30% of any bonus
payment.
96 FBD Holdings PLC Annual Report 2022
Environmental, Social & Governance
REPORT ON DIRECTORS’ REMUNERATION (continued)
Element and
link to strategy
Policy and operation Change from 2021
Remuneration Policy
Long Term Incentives - the FBD Performance Share Plan (variable remuneration)
To align the financial
interests of Executives
with those of
shareholders
The Group Performance Share Plan (LTIP) was approved by shareholders in
2018. Under the LTIP, the Remuneration Committee may, at its sole
discretion, make conditional awards of shares to Executives.
Conditional awards of shares under the LTIP are limited to 10% in aggregate
with any other employee share plan of the Company’s issue ordinary shares
of €0.60 each over a rolling 10 year period. The market value of shares which
are the subject of a conditional award to an individual may not, in any
financial year, normally exceed 150% of the participants base salary as at
the date of the grant.
The Remuneration Committee set performance conditions each year,
selecting appropriate metrics based on key strategic priorities. The period
over which the performance conditions applying to a conditional award
under the LTIP are measured may not be less than three years. The extent to
which a conditional award may vest in the future will be determined by the
Remuneration Committee by reference to the performance conditions set at
the time of the reward.
These conditions are designed to ensure alignment between the economic
interest of the plan participants and those of shareholders. Different
conditions, or the same conditions in different proportions, can be used by
the Remuneration Committee in different years under the LTIP rules,
provided that the Committee is satisfied that they are challenging targets
and that they are aligned with the interest of the Group’s shareholders.
Consistent with prior periods, the LTIP rules allow the Remuneration
Committee (at its sole discretion) to make awards which may be subject to
an additional post vesting holding period. Awards will vest after three years
once applicable performance conditions have been achieved and the vested
shares (net of tax) will be required to be held for a further two year period to
provide continued alignment with shareholders. The Remuneration
Committee has the discretion to override formulaic outcomes in
circumstances where it judges it would be appropriate to do so and any such
discretion will be fully disclosed in the relevant annual report.
The LTIP includes provisions that allows the Remuneration Committee to
withhold, reduce or require the repayment of rewards for up to two years
after vesting (i.e. up to five years after grant) if there is found to have been
(a) material misstatements of the Group’s financial results: (b) gross
misconduct on the part of the award holder.
No change
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Share Ownership Policy
The Group incentivises its Executive Directors and Senior Executives with equity based awards under the Group’s shareholder
approved share schemes. Central to the philosophy underlying awards is the goal of aligning the economic interests of those
individuals with those of shareholders.
Executives are expected to maintain a significant long-term equity interest in the Group. The requirement, which is set out in a policy
document by the Remuneration Committee, approved and reviewed annually, is to build and retain a valuable shareholding relative to
base salary, at a minimum, as noted hereunder.
Executive Share ownership requirement
Group Chief Executive 2 times annual salary
Other Executive Directors 1.5 times annual salary
Until such time as the requirement has been met, Executive Directors are precluded from disposing of any shares issued to them
under the group share schemes.
Executive Directors have a post employment shareholding requirement for at least two years at a level equal to the lower of the
shareholding requirement immediately prior to departure or the actual shareholding on departure.
Recruitment Policy
When recruiting new Executive Directors, the policy is to pay what is necessary to attract individuals with the skills and experience
appropriate to the role being filled, taking into account remuneration across the Group, including other Senior Executives as well as
benchmarking against the financial services industry.
Base salary levels will be set in consideration of the skills, experience and expected contribution to the new role, the current salaries of
other Executive Directors in the Group and current market levels for the role.
The Remuneration Committee has determined that the level of pension contribution for any newly appointed Executive Director, will
be set in line with levels in operation for the majority of the workforce, as is the case with all employees.
Other fixed benefits will be considered in light of relevant market practice for the role and the provisions in place for Executive
Directors.
In exceptional circumstances or where the Remuneration Committee determines that it is necessary for the recruitment of key
executives, the Remuneration Committee reserves the right to offer additional cash and/or share based payments. Such payments
may take into account remuneration relinquished when leaving the former employer and would reflect the nature, time horizons and
performance requirements attached to the remuneration. The Remuneration Committee may also grant share awards on hiring an
external candidate to buy out awards which will be forfeited on leaving previous employer.
For an internal appointment, the Remuneration Committee reserves the right to offer additional cash and/or share based payments
on an internal promotion when it considers this to be in the best interests of the Group and its shareholders.
Service Contracts
The service contract for the Group Chief Executive and the Group Financial Officer provide for the following periods of notice of
termination of employment;
Executive From Company From CEO/CFO
Tomás Ó Midheach CEO 12 Months 6 Months
John O’Grady CFO 6 Months 6 Months
98 FBD Holdings PLC Annual Report 2022
Environmental, Social & Governance
REPORT ON DIRECTORS’ REMUNERATION (continued)
Termination Payments
Termination payments will be related to performance achieved over the whole period of activity and designed in a way that does not
reward failure.
Bonus awards will generally be pro-rated to reflect the performance period which was worked and the performance outcomes
achieved, although the Remuneration Committee retains discretion to dis-apply such pro-ration where it would be appropriate in the
circumstances.
In the event of an Executive Director leaving before an LTIP award vests for reasons other than death, redundancy, injury, ill health or
disability retirement with the agreement of the Remuneration Committee or any other reason approved by the Remuneration
Committee the awards of the Executive Directors will lapse, except that the Remuneration Committee may at any time prior to
vesting, in its absolute discretion revoke any determination to permit awards to vest where an Executive Director breaches a
protective covenant.
Non-Executive Director Remuneration
The remuneration of the Non-Executive Directors is determined by the Board, and reflects the time commitment and responsibilities
of their role. In setting this level, the Board has regard to the fees payable to the Non-Executive Directors of the other Irish publicly
listed companies and also to the developments and policy for the remuneration of the employees in the wider Group.
Non-Executive Directors receive a basic fee. Additional fees are paid for acting as Senior Independent Director, being a member of
and/or chairing Board Committees. These fees are reflective of their added responsibilities and time commitment.
Non-Executive Directors are not members of the Group’s pension schemes and are not eligible for participation in the Group’s
long-term incentive schemes.
Derogation from Remuneration Policy
The Remuneration Committee intends that remuneration arrangements will operate in accordance with the above Remuneration
Policy for a four year period or until an amended Remuneration Policy is put to shareholders for approval. The European Union
(Shareholders’ Rights) Regulations 2020 allow for the potential for a temporary derogation from the Remuneration Policy where doing
so is necessary in exceptional circumstances, to serve the long-term interests and sustainability of the traded plc as a whole or to
assure its viability.
By definition, it is not possible to fully list all such exceptional circumstances, but the Remuneration Committee would only use such
ability to apply a derogation after careful consideration and where the Remuneration Committee considers the circumstances were
truly exceptional and the consequences for the Group and shareholders of not doing so would be significantly detrimental. Where
time allowed shareholders would be consulted prior to applying such a change, or at a minimum where this was not possible, the full
details of the derogation would be communicated as soon as practical (e.g. by market announcement/on the Group’s website) and
disclosed in detail in the next Remuneration Report. Under the potential derogation, the Remuneration Committee would have the
ability to vary the elements of the remuneration described in the above table, including levels of performance conditions applicable to
incentive arrangements.
Remuneration Report
The information below on pages 99 to 106 of the Report on Directors’ Remuneration identified as audited forms an integral part of the
audited financial statements as described in the basis of preparation on page 130. All other information in the report on Directors
Remuneration is additional information and does not form part of the audited financial statements.
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Strategic Report Environmental, Social & Governance Financial Statements Other Information
Executive and Non-Executive Directors’ Remuneration details - Audited
The following table sets out in detail the remuneration payable by the Group in respect of any Director who held office for any part of
the financial year:
Fees
1
€000s
Salary
2
€000s
Other
Payments
4
€000s
Benefits
5
€000s
Pension
Contribution
6
€000s
2022
Total
€000s
Executive Directors:
Tomás Ó Midheach 500 500 40 40 1,080
John O’Grady 328 178 18 49 573
Non-Executive Directors:
Liam Herlihy (Chairman) 149 149
David O’Connor 144 144
Walter Bogaerts 35 35
Mary Brennan 87 87
Sylvia Cronin 73 73
Tim Cullinan 60 60
Richard Pike 88 88
Padraig Walshe 60 60
Jean Sharp 76 76
John O’Dwyer 64 64
836 828 678 58 89 2,489
Notes (2022)
1. Fees were paid to Non-Executive Directors.
2. Salaries were paid to Executive Directors.
3. A pay increase was awarded to Mr O’Grady in line with the wider workforce.
4. Bonuses of €500,000 and €178,020 were awarded to Mr Ó Midheach and Mr O’Grady under the bonus scheme in 2022. The
bonuses were calculated in accordance with the Annual Performance Arrangements described earlier and both Mr Ó Midheach’s
and Mr O’Grady’s bonuses were approved by the Remuneration Committee.
5. Benefits relate exclusively to a motor allowance and contribution towards health insurance costs.
6. Pension contributions relate to contributions to a defined contribution pension scheme or a payment in lieu.
7. Walter Bogaerts stepped down as a Non-Executive Director 12th May, 2022.
100 FBD Holdings PLC Annual Report 2022
Environmental, Social & Governance
REPORT ON DIRECTORS’ REMUNERATION (continued)
The following table sets out the detail for the previous financial year (2021):
Fees
1
€000s
Salary
2
€000s
Other
Payments
3
€000s
Benefits
4
€000s
Pension
Contribution
5
€000s
2021
Total
€000s
Executive Directors:
Tomás Ó Midheach 500 485 40 40 1,065
John O’Grady 320 156 18 48 542
Non-Executive Directors:
Liam Herlihy (Chairman) 149 149
David O’Connor 103 103
Walter Bogaerts 83 83
Mary Brennan 81 81
Sylvia Cronin 73 73
Tim Cullinan 60 60
Richard Pike 69 69
Padraig Walshe 60 60
Jean Sharp 25 25
John O’Dwyer 20 20
723 820 641 58 88 2,330
Notes (2021)
1. Fees were paid to Non-Executive Directors
2. Salaries were paid to Executive Directors
3. Bonuses of €485,000 and €155,520 were awarded to Mr Ó Midheach and Mr O’Grady under the bonus scheme in 2021. The
Bonuses were calculated in accordance with the Annual Performance Arrangements described earlier and both Mr Ó Midheach’s
and Mr O’Grady’s bonuses were approved by the Remuneration Committee.
4. Benefits relate exclusively to a motor allowance and contribution towards health insurance costs.
5. Pension contributions relate to contributions to a defined contribution pension scheme or a payment in lieu.
6. John O’Dwyer was appointed Non-Executive Director on the 31st August 2021.
7. Jean Sharp was appointed Non-Executive Director on the 16th August 2021.
8. Directors’ Fees have been adjusted to reflect the additional time and responsibilities and committee work following the
introduction of dual boards.
Base Salary
No adjustments were made to the base salary of CEO in 2022. CFO salary was adjusted by 3.5% in line with increases awarded to
wider workforce.
Determination of Annual Performance Bonus for the year ended 31 December 2022
As previously noted, the overall Annual Performance Bonus arrangements, the targets and their achievement are approved by the
Remuneration Committee each year. Specifically the Remuneration Committee approve the merit pay and bonus arrangements for
the Executive Directors in line with FBD’s Remuneration Policy.
In 2022 the Remuneration Committee included a profit threshold that had to be reached in order to qualify for bonus.
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The Group’s short and long-term remuneration philosophy is to ensure that remuneration is aligned to FBD’s purpose and values,
supports strategy and promotes long-term success of the Group.
Remuneration includes performance related elements designed to align Directors’ interests with those of shareholders and to
promote long-term sustainable growth and performance in line with our strategy. Market-competitive total remuneration is
structured to attract, motivate and retain individuals of the highest quality.
The following objectives were set for the Executive Directors for 2022:
Executive Director Objective Measure of Success Result
Tomás Ó Midheach Operational
Excellence
Achieve our key operational metrics delivering retention and service and our
day to day goals throughout the year.
Achieved
Technology &
Innovation
Hit our transformational targets in terms of core replacement and digital
delivery.
Achieved
Strategy Successfully execute strategy in respect of our five key stakeholders, Our
Investors, The Regulator, Our People, Wider Society and Our Customer.
Meaningful progress made following the launch of FBD’s purpose, strategy
and values.
Achieved
ESG Ensure robust ESG strategy is created and key deliverables are aligned across
the business with appropriate communication and engagement plan for
investors, customers and employees.
Achieved
People & Culture Focus on two key values engagement and accountability to build a high
performing engaged workforce with a focus on talent and succession planning
as well as focussing on Diversity & Inclusion.
Achieved
John O’Grady Financial Strategy Strong balance sheet management and management of overall group
profitability. Effectively and proactively manage investor relations.
Achieved
ESG Ensure robust ESG strategy is created and key deliverables are aligned across
the business with appropriate communication and engagement plan for
investors, customers and employees.
Achieved
People and Culture Ensure the group works effectively and supports the CEO in the roll out and
implementation of strategy. Positive internal and external communications
creating strong relationships with key stakeholders and regulatory bodies.
Achieved
The following bonus conditions were agreed by the Remuneration Committee for Executive Directors in respect of performance for
2022:
Combined Operating Ratio 60%
Grow Policy Count 20%
Lead Culture Change 20%
In respect of Combined Operating Ratio, target outperformance was achieved as well as achieving 2.9% of the Growth of Policy Count
target. FBD has a very clearly defined culture strategy that is aligned to our business strategy and is actively considered and set by the
Board and EMT. The Board and EMT take a leading role in communicating the desired culture to the organisation.
102 FBD Holdings PLC Annual Report 2022
Environmental, Social & Governance
REPORT ON DIRECTORS’ REMUNERATION (continued)
Metric
% of Target
Available 0% 25%-100% 100% 100%-150% Result
% Achieved
for Bonus
Combined
Operating Ratio
60% 92.6% 90.3% 87.6% 82.6% 74.5% 90%
Grow Policy Count 20% +1% +1.5% +3.2% +5% 2.9% 15%
Lead Culture
Change
20% Communicate and embed purpose and mission,
Define behaviours. Communicate and ensure they are
embedded. Demonstrate core values
Achieved in full 20%
Total 125%
In respect of grow policy count an adjustment was made by the Remuneration Committee to give the benefit of a low number of
policies where a delay occurred due to an external party. The effect was to increase the outcome of grow policy count from 13% to
15%.
The Remuneration Committee have assessed the performance of the Chief Executive Officer and Chief Financial Officer in relation to
leadership of culture change. Achievements in the year include:
A strong execution of the FBD strategy following launch in 2022
A comprehensive programme of communication of strategy to all employees in a series of town hall meetings, Branch Roadshows
and engagement forums throughout the year;
The implementation of key initiatives focused on employee and customer experience.
The Remuneration Policy has operated as intended in terms of Group performance and quantum. The Remuneration Committee
considered the above formulaic outcome to ensure that it was both fair and appropriate given wider stakeholder experience. The
Committee did not adjust the outcome as it was comfortable that this was the case.
Long Term Incentives
Conditional Awards of Shares in 2022 - Audited
During 2022 one Conditional Award of shares was made under the Performance Share Plan. This was made in March 2022 to
Executive Directors and Senior Management. The award represented 80% of salary for Chief Executive Officer and 70% Salary for
Chief Financial Officer.
The conditions attached to the award, which reflect the Board’s strategic plans, were based 30% on the compound annual growth rate
(CAGR) of policy count. Policy count growth which was chosen to reflect the ambition of the Board to grow the business over the
strategic time period. 50% was based on the Return on Targeted Equity and this has been chosen as it is aligned with our strategic
intent and takes in both business profitability and balance sheet management. Strategic Metrics is 20% and has a number of key
deliverables to align to the strategy.
Vesting levels range between a threshold level of 25% to a maximum of 125% for out performance. The average return target for
Return on Targeted Equity is up to low double digit percentages and the CAGR target for policy count growth is up to mid single digit
percentages. The actual upper level percentages are not disclosed due to commercial competitor sensitivity and because to do so
would also constitute forward looking guidance.
The Committee will publish details regarding targets and vesting levels at the end of the performance period (2024).
The Committee has decided not to include relative performance to market targets as there is no relevant comparator in the Irish
market.
The maximum and threshold for vesting for the performance conditions are as follows:
Metric Weighting Threshold Level Proportion Vesting Upper Level Proportion Vesting
Return on Targeted Equity
(ROTE) 50% >6.7% 25% Low double digits 125%
Policies in Force Growth 30% >3.1% 25% Mid single digits 125%
Strategic Metrics 20%
103
Strategic Report Environmental, Social & Governance Financial Statements Other Information
Outstanding Conditional Awards (2019-2021) - Audited
The Committee considered the extent to which the performance conditions underpinning this award were met in the three financial
years 2019 to 2021 (the ’Performance Period’). The Committee concluded that 125% of NAV was met as the adjusted compound
annual growth rate (CAGR) was 15.8% when compared to the actual NAV at 31st December 2018. This was in excess of the upper
performance threshold of 6.7%. Therefore in respect of the conditional awards granted in March 2019 125% vested.
The table below shows the applicable targets for this award and the actual performance achieved.
Threshold (25% vesting) Upper Level (125% vesting) Performance Achieved Vesting Level
NAV CAGR 3.4% 6.7% 15.8% 125%
The Remuneration Committee considered the above formulaic outcome to ensure that it was both fair and appropriate given holistic
performance achieved and the wider stakeholder experience. The Remuneration Committee adjusted the CAGR calculation to reflect
the variance in dividends compared to target.
Directors’ and Company Secretary’s Conditional LTIP Awards - Audited
Details of the conditional share awards to the Executive Directors who held office for any part of the financial year and to the Company
Secretary made under the 2007 and 2018 LTIP plans are given in the table below. In respect of the 2020, 2021 and 2022 awards the
number of shares could increase to a maximum of 125% of the number of shares outlined below (which is 100%) if the performance
conditions previously described are met at stretch target level.
At 1
January
2022
Granted
during
year Dividends
Lapsed
during
year
Out-
performance
LTIP
Vested
during
year
At 31
December
2022
Performance
Period
Earliest
vesting
date
Market
price on
award €
Executive Directors (who held office for any part of the financial year)
Tomás Ó
Midheach 58,055 58,055 2021-2023 Mar-24 6.89
40,404 40,404 2022-2024 Mar-25 9.90
Total 58,055 40,404 98,459
John O’Grady 15,927 1,016 3,982 (20,925) 2019-2021 Mar-22 8.79
22,876 22,876 2020-2022 Apr-23 6.12
27,866 27,866 2021-2023 Mar-24 6.89
22,626 22,626 2022-2024 Mar-25 9.90
Total 66,669 22,626 1,016 3,982 (20,925) 73,368
Company Secretary (who held office for any part of the financial year)
Nadine Conlon 9,394 9,394 2022-2024 Mar-25 9.90
Total 9,394 9,394
The total number of shares subject to conditional awards outstanding under the 2018 LTIP Scheme amount to 919,264 being 2.6% of
the Company’s ordinary share capital (excluding treasury shares) at 31 December 2022 (2021: 911,645 shares and 2.6% of ordinary
share capital (excluding treasury shares)).
The aggregate limit of the number of shares over which conditional awards are permitted under the 2007 and 2018 LTIP scheme rules
is 10% of the Company’s issued share capital over a rolling 10 year period. In the past 10 years there have been 10 conditional awards
with an aggregate of 2,404,877 shares or 7.0% of the Company’s ordinary share capital (excluding treasury shares).
104 FBD Holdings PLC Annual Report 2022
Environmental, Social & Governance
REPORT ON DIRECTORS’ REMUNERATION (continued)
Non-Executive Director Remuneration - Audited
The remuneration of the Non-Executive Directors is determined by the Board, and reflects the time commitment and responsibilities
of their role. In setting this level, the Board has regard to the fees payable to the Non-Executive Directors of the other Irish publicly
listed companies and also to the developments and policy for the remuneration of the employees in the wider Group.
The basic Non-Executive Director fee is €60,000 and this was reviewed in July 2020 following a benchmarking exercise carried out by
WTW to ensure our Non-Executive remuneration was in line with the market rate. The previous review of Non-Executive Directors
remuneration had taken place in 2016. Directors receive additional fees for being members of and/or chairing Board Committees as
outlined within the Corporate Governance Report on pages 71 to 85. These fees are reflective of their added responsibilities.
Executive Director and Non-Executive Director Remuneration
European Union (Shareholders’ Rights) Regulations 2020 came into force in Ireland on 30 March 2020 when they were transposed into
Section 1110N of Companies Act 2014. The annual Executive Director and Non-Executive Director Remuneration over the last five
years of those in office in 2022 is set out below:
2018
€000s
2019
€000s
2020
€000s
2021
€000s
2022
€000s
Executive Directors:
Tomás Ó Midheach Total Remuneration 1,065,000 1,080,590
% change in year
1
1%
John O’Grady Total Remuneration 445,000 462,000 372,000 541,520 572,941
% change in year
1
(2)% 4% (19)% 46% 6%
Non Executive Directors:
Liam Herlihy (Chairman) Fees 119,000 119,000 134,000 149,000 149,000
% change in year
1
16% —% 13% 11% —%
Walter Bogaerts Fees 70,000 71,000 77,000 83,000 35,000
% change in year
1
2% 2% 8% 8% (58)%
Mary Brennan Fees 58,000 62,000 74,000 81,000 87,000
% change in year
1
1% 8% 20% 9% 7%
Sylvia Cronin Fees 5,000 64,000 73,000 73,000
% change in year
1
17% 14% —%
Tim Cullinan Fees 60,000 60,000
% change in year
1
David O’Connor Fees 60,000 70,000 88,000 103,000 144,000
% change in year
1
2% 17% 25% 17% 40%
Richard Pike Fees 14,000 59,000 69,000 88,000
% change in year
1
4% 17% 28%
Padraig Walshe Fees 50,000 50,000 55,000 60,000 60,000
% change in year
1
10% 9% —%
John O’Dwyer Fees 20,000 65,000
% change in year
1
225%
Jean Sharp Fees 25,000 76,000
% change in year
1
204%
1
% change shows the increase in remuneration and does not include a percentage change if related to the first year in office.
The Chairman, Liam Herlihy received fees of €149,000 during the year (2021: €149,000) inclusive of the basic Non-Executive Director
fee. David O’Connor, received fees of €144,000 during the year as he held the position of Chairman of FBD Insurance (2021:
€103,000) inclusive of the basic Non-Executive Director fee, and reflecting his additional responsibilities as Chairman of the
Remuneration Committee as well as his recent appointment as Chairman of FBD Insurance plc.
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Strategic Report Environmental, Social & Governance Financial Statements Other Information
In respect of John O’Dwyer and Jean Sharp please note that 2021 payments reflect a partial year as John O’Dwyer joined the board on
31st August, 2021 and Jean Sharp was appointed on the 16th August, 2021. Both John O’Dwyer and Jean Sharp have also taken on
additional committee responsibilities in 2022 which also impacts on the percentage change year on year.
Non-Executive Directors are not members of the Group’s pension schemes and are not eligible for participation in the Group’s
long-term incentive schemes.
The remuneration of the Non-Executive Directors is determined by the Board, and reflects the time commitment and responsibilities
of their role. In setting this level, the Board has regard to the fees payable to the Non-Executive Directors of the other Irish publicly
listed companies and also to the developments and policy for the remuneration of the employees in the wider group.
External appointments held by the Executive Directors
In recognition of the benefits to both the Group and to our Executive Directors serving as Non-Executive Directors of other companies,
our Executive Directors are, subject to advance agreement in each case, permitted to take on an external Non-Executive appointment
and to retain any related fees paid to them.
At present no current Executive Director holds such an appointment.
Change in Directors’ remuneration, employee remuneration and Group Performance
European Union (Shareholders’ Rights) Regulations 2020 came into force in Ireland on 30 March 2020 when they were transposed into
Section 1110N of Companies Act 2014.
The annual change over the last five years is set out below for Chief Executive Officer remuneration and remuneration of all other
Group employees:
2018 2019 2020 2021 2022
Chief Executive Officer
Remuneration % change year on year -11% 6% -18%
1
1%
All Group Employees
Remuneration % change year on year 1% 2% 2% 1% 6%
1
In addition Mr D’Alton was paid consultancy fees of €790,000 and overlapped for part of 2020.
Tomás Ó Midheach was appointed in January 2021 and therefore there is only two year prior comparison.
The average cost per full time equivalent for 2022, excluding Directors, was €80,375 (2021: €74,000).
When making decisions on executive pay the Remuneration Committee takes into account pay in respect of all employees and is
satisfied that pay arrangements are appropriate.
The Group Net Asset Value (NAV) per share and dividend paid per share for the last five years is set out below:
2018 2019 2020 2021 2022
Performance of the Group
NAV per share 818 1,068 1,095 1,338 1,188
Dividend paid per share 24c 50c - - 100c
Implementation of policy in 2023
Base Salary
A pay pot of 4.5% has been agreed for our employees, however we are focusing our pay spend on our lower paid employees and
therefore the average increase is 5.5% for 2023 and this will take into account performance, current position on salary range and pay
grade. We have also increased our Health Wallet by €20 as well as awarding all employees €1,000 in recognition of their hard work and
dedication throughout 2022.
106 FBD Holdings PLC Annual Report 2022
Environmental, Social & Governance
REPORT ON DIRECTORS’ REMUNERATION (continued)
The Committee has decided to award a pay increase of 8% to the CEO. This increase recognises his strong contribution since
appointment in January, 2021 and no increase has been given since appointment. The annualised increase therefore is 3.9%. In
respect of the CFO an increase of 4.5% has been awarded.
Annual Performance Bonus
The annual performance bonus for Executive Directors in respect of 2023 will be subject to the following performance measures and
weightings:
Performance Metric Weighting
Combined Operating Ratio 60%
Grow Policy Count 20%
Lead Culture Change 20%
Payment of any bonus will be subject to the achievement of a defined minimum level of Group profit after tax.
The Remuneration Committee considers that the above financial metrics are key measures of operational performance for the
business. The culture change metric will assess the achievement of a number of key initiatives being carried out by the business and
will be measured by employee surveys and output from culture initiatives.
The full details of targets and performance will be set out on a retrospective basis in next years Remuneration Report.
Pension
The pension contribution level for the Chief Executive Officer in 2023 will be 8% of base salary, which is in line with the rate for the
wider workforce. The pension contribution rate for the Chief Financial Officer will be 15%. The Chief Financial Officer has indicated he
will retire at the end of 2023. The Remuneration Committee intends to bring the Chief Financial Officer’s contribution rate into line
with that of the wider workforce on appointment of a replacement.
LTIP
The following conditions will apply in respect of LTIP’s granted for the period 2023-2025:
Metric
%
Weighting
Return on Targeted Equity 50%
Policy in Force Growth 30%
Strategic Metrics 20%
Vesting threshold levels will be applied at intervals of 25% to a maximum of 125% if the performance conditions are met.
The Remuneration Committee believes that return on targeted equity is a key strategic measure as it takes into account both business
profitability and balance sheet management. Policies in force growth is a key measure of growth in the business and is a fundamental
to FBD’s strategy.
The strategic metrics element will be determined by performance achieved in relation to a number of key long-term strategic
initiatives. The specific targets cannot be disclosed on a forward looking basis at this time as they are commercially sensitive however
the Remuneration Committee has committed to full disclosure on a retrospective basis. Performance will be measured on assessment
of outcomes for each key stakeholder group
Retirement of John O’Grady
As announced in December 2022, John O’Grady has informed the Board of his intention to retire as Group Chief Financial Officer and
Executive Director at the end of 2023.
Details on the remuneration of John O’Grady’s successor will be disclosed in next year’s annual report.
107
Strategic Report Environmental, Social & Governance Financial Statements Other Information
DIRECTORS’ RESPONSIBILITIES STATEMENT
The Directors are responsible for preparing the Annual Report
and financial statements, in accordance with the Companies Act
2014 and the applicable regulations.
Irish company law requires the Directors to prepare financial
statements for each financial year. Under the law, the Directors
have elected to prepare the financial statements in accordance
with International Financial Reporting Standards as adopted by
the European Union (“relevant financial reporting framework”).
Under company law, the Directors must not approve the
financial statements unless they are satisfied that they give a
true and fair view of the assets, liabilities and financial position
of the Company as at the financial year end date and of the profit
or loss of the Company for the financial year and otherwise
comply with the Companies Act 2014.
In preparing each of the Company and Group financial
statements, the Directors are required to:
select suitable accounting policies for the Company and the
Group financial statements and then apply them
consistently;
make judgements and estimates that are reasonable and
prudent;
state whether the financial statements have been prepared
in accordance with the applicable accounting standards,
identify those standards, and note the effect and the reasons
for any material departure from those standards; and
prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business.
The Directors are responsible for ensuring that the Company and
the Group keeps or causes to be kept adequate accounting
records which correctly explain and record the transactions of
the Company and the Group, enable at any time the assets,
liabilities, financial position and profit or loss of the Company
and the Group to be determined with reasonable accuracy,
enable them to ensure that the Annual Report and financial
statements comply with the Companies Act 2014 and the Listing
Rules of the Euronext Dublin and enable the financial
statements to be audited.
They are also responsible for safeguarding the assets of the
Group and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
The Directors are also required by the Transparency (Directive
2004/109/EC) Regulations 2007 (Transparency (Directive
2004/109/EC) (Amendment) (No. 2) Regulations 2015) to
include a management report containing a fair review of the
business and a description of the principal risks and
uncertainties facing the Group.
Under applicable law and the requirements of the Listing Rules
issued by the Euronext Dublin, the Directors are also responsible
for preparing a Directors’ Report and reports relating to
Directors’ remuneration and corporate governance that comply
with that law and those Rules. The Directors are responsible for
the maintenance and integrity of the corporate and financial
information included on the Group’s website. Legislation in
Ireland governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
The Directors confirm that, to the best of their knowledge and
belief:
the financial statements, prepared in accordance with IFRSs
as endorsed by the EU, give a true and fair view of the assets,
liabilities and financial position for the Group as at 31
December 2022 and of the result for the financial year then
ended;
the Report of the Directors, the Chairman’s Statement and
the Review of Operations include a fair review of the
development and performance of the Group’s business and
the state of affairs of the Group for the 12 months ending 31
December 2022, together with a description of the principal
risks and uncertainties facing the Group; and
the Annual Report and financial statements, taken as a
whole, is fair, balanced and understandable and provides the
information necessary for shareholders to access the
position, performance, strategy and business model of the
Group.
On behalf of the Board
Liam Herlihy
Chairman
Tomás Ó Midheach
Group Chief Executive
9 March 2023
108 FBD Holdings PLC Annual Report 2022
“From the start of the claims process FBD
provided a listening ear and worked with us
every step of the way to get us back in
business. The efficiency and care they
showed throughout the process made a
really tough situation much easier. When a
company looks after you it definitely makes a
difference as you feel they have your back”.
Vincent Cleary,
Managing Director, Glenisk
109
Strategic Report Environmental, Social & Governance Financial Statements Other Information
110 FBD Holdings PLC Annual Report 2022
Financial Statements
Independent Auditors’ Report
to the members of FBD Holdings plc
Report on the audit of the financial statements
Opinion
In our opinion, FBD Holdings plc’s consolidated financial statements and company financial statements (the “financial statements”):
give a true and fair view of the group’s and the company’s assets, liabilities and financial position as at 31 December 2022 and of
the group’s profit and the group’s and the company’s cash flows for the year then ended;
have been properly prepared in accordance with International Financial Reporting Standards (“IFRSs”) as adopted by the European
Union and, as regards the company’s financial statements, as applied in accordance with the provisions of the Companies Act
2014; and
have been properly prepared in accordance with the requirements of the Companies Act 2014 and, as regards the consolidated
financial statements, Article 4 of the IAS Regulation.
We have audited the financial statements, included within the Annual Report, which comprise:
the Consolidated and Company Statements of Financial Position as at 31 December 2022;
the Consolidated Income Statement and Consolidated Statement of Comprehensive Income for the year then ended;
the Consolidated and Company Statements of Cash Flows for the year then ended;
the Consolidated and Company Statements of Changes in Equity for the year then ended; and
the notes to the financial statements, which include a description of the significant accounting policies.
Certain required disclosures have been presented elsewhere in the Annual Report, rather than in the notes to the financial
statements. These are cross-referenced from the financial statements and are identified as audited.
Our opinion is consistent with our reporting to the Audit Committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (Ireland) (“ISAs (Ireland)”) and applicable law. Our
responsibilities under ISAs (Ireland) are further described in the Auditors’ responsibilities for the audit of the financial statements
section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Independence
We remained independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial
statements in Ireland, which includes IAASA’s Ethical Standard as applicable to listed public interest entities, and we have fulfilled our
other ethical responsibilities in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited by IAASA’s Ethical Standard were not provided
to the group or the company.
Other than those disclosed in note 7 to the financial statements, we have provided no non-audit services to the group or the company
in the period from 1 January 2022 to 31 December 2022.
111
Strategic Report Environmental, Social & Governance Financial Statements Other Information
Our audit approach
Overview
Materiality
Audit
scope
Key audit
matters
Overall materiality
€4.1 million (2021: €4.0 million) - Consolidated financial statements.
Based on circa 1% of revenue.
€1.0 million (2021: €1.0 million) - Company financial statements.
Based on circa 1% of equity attributable to equity holders of the parent.
Performance materiality
€3.1 million (2021: €3.0 million) - Consolidated financial statements.
€0.75 million (2021: €0.75 million) - Company financial statements.
Audit scope
We performed a full scope audit of the complete financial information of the group’s
principal operating entity, FBD Insurance plc, and the holding company. We performed
audit procedures on certain balances and transactions of the group’s shared services
entity, FBD Corporate Services Limited.
Taken together, the entities where we performed a full scope audit of the complete
financial information and those selected balances at the group’s shared services entity on
which we performed audit procedures accounted for in excess of 95% of group revenues,
95% of group profit before taxation and 95% of the group’s total assets.
Key audit matters
Valuation of claims outstanding (group).
Recoverability of Investments in Subsidiaries (company).
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial
statements. In particular, we looked at where the directors made subjective judgements, for example in respect of significant
accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of
our audits we also addressed the risk of management override of internal controls, including evaluating whether there was
evidence of bias by the directors that represented a risk of material misstatement due to fraud.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the 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) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the
allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we
make on the results of our procedures thereon, 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. This is not a complete list of all
risks identified by our audit.
112 FBD Holdings PLC Annual Report 2022
Financial Statements
Independent Auditors’ Report (continued)
Key audit matter How our audit addressed the key audit matter
Valuation of claims outstanding (group)
Refer to note 3 (E) (v) - Summary of significant accounting
policies, note 3 (U) - Critical accounting estimates and
judgements in applying accounting policies and note 24 (a) to (c)
to the consolidated financial statements.
The valuation of the provision for claims outstanding
involves considerable judgement.
The provision for claims comprises:
an actuarial best estimate of the ultimate settlement
cost of claims incurred at the reporting date including
claims incurred but not reported at 31 December 2022;
and
a margin over actuarial best estimate to provide for the
risk of adverse development of the actuarial best
estimate and to cater for known risk factors not in the
underlying data used to calculate the actuarial best
estimate.
For claims excluding Government COVID-19 restriction
related business interruption claims, the actuarial best
estimate is determined using complex actuarial calculations
and requires the consideration of detailed methodologies,
multiple assumptions and significant judgements.
Methodologies and assumptions vary by class of business.
The key items underlying the valuation include past claims
development patterns and assumptions in respect of
expected loss ratios and the expected frequency, severity
and duration of claims, including the potential impact of the
current high inflationary environment on ultimate claims
costs.
The valuation is also dependent on the completeness and
accuracy of the data used in the actuarial modelling, in
particular data relating to amounts of claims paid and
incurred in the current and prior years and historic loss
ratios.
We performed procedures to understand the claims and
actuarial reserving processing cycles as they relate to
financial reporting.
We tested the design and operating effectiveness of the
controls over claims processing and payment, and the
valuation of claims outstanding.
Based on the results of our risk assessment and materiality,
we selected certain classes of business for independent
valuation by PwC actuarial specialists.
The results of our independent valuation were compared to
the group’s valuation to assess the reasonability of the
estimate.
In respect of the remaining classes of business we assessed
the reasonability of the group’s valuation with the assistance
of our actuarial specialists. This involved:
assessing the assumptions and methodologies
underpinning management’s actuarial valuation; and
considering the development of prior accident years’
estimates and analysis of the current accident year
estimate, including consideration of the group’s historic
claims experience, developments in the Irish claims
environment including consideration of potential impact
of the current high inflationary environment and our
broader knowledge of developments in the insurance
industry.
We tested the determination of the best estimate provision
in respect of Government COVID-19 restriction related
business interruption claims incurred under the group’s
public house commercial policies. This involved:
assessing the continued appropriateness of the group’s
valuation model by reference to developments in the
period; and
assessing any changes in the assumptions applied by
reference to additional data available informing such
changes.
113
Strategic Report Environmental, Social & Governance Financial Statements Other Information
Key audit matter How our audit addressed the key audit matter
The group has performed a separate best estimate
calculation in respect of the cost of the Government
COVID-19 restriction related business interruption claims
given that these claims have not been experienced
previously and therefore no past claims development
patterns are available. This calculation applies assumptions
concerning the level of lost gross profit to be claimed and
the level of expense savings expected to be deductible from
this amount under the policy terms, taking into account
submitted claims data.
As set out in note 3 (U), the group awaits a Reasoned Ruling
on its proposed resolution of the remaining issues from the
Commercial Court in relation to a test case taken by four
plaintiffs in 2020 on the interpretation of the business
interruption clause within the policy wording, as it relates
to Government closure orders resulting from the pandemic.
Assumptions in relation to these remaining issues are
included by the group in determining the valuation of claims
outstanding.
We determined the valuation of claims outstanding to be a
key audit matter due to the judgements and level of
estimation involved in the measurement thereof.
We tested the reconciliation of the data used in the actuarial
models to the underlying systems and reconciled the
actuarial valuation outputs to the financial statements. For
the COVID-19 business interruption claims, where data has
been provided by some policyholders we tested a sample of
this data used in the setting of the model assumptions for
accuracy.
We tested the calculation of the margin over actuarial best
estimate and discussed the rationale for the level of this
element of the provision with management with particular
focus on the consideration of the appropriateness of
changes in the amount since the prior year and the level of
margin included in the valuation of remaining uncertainties.
Based on the results of these procedures we concluded
that the valuation of claims outstanding included in the
consolidated financial statements is within an acceptable
range of reasonable estimates.
We also assessed the appropriateness of the disclosures in
the financial statements.
Recoverability of Investments in Subsidiaries
(company)
Refer to note 31 ‘Principal Subsidiaries’ to the consolidated
financial statements.
The company has investments in subsidiaries of €91.8
million at 31 December 2022 which are stated at cost less
accumulated impairment.
We determined this to be a key audit matter as investments
in subsidiaries are the principal assets held by the company.
We considered management’s assessment as to whether an
impairment was required. Based on our procedures we
determined that management’s conclusion that no
impairment was required is reasonable.
We also assessed the appropriateness of the disclosures in
the financial statements.
114 FBD Holdings PLC Annual Report 2022
Financial Statements
Independent Auditors’ Report (continued)
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial
statements as a whole, taking into account the structure of the group, the accounting processes and controls, and the industry in
which the group operates.
The group consists of the holding company, FBD Insurance plc (an insurance provider), 5 other entities (4 of which are non-trading)
and a group shared services entity, FBD Corporate Services Limited. All group entities are managed and reported on from a single
head office. The consolidated financial statements are a consolidation of these individual entities.
On the basis of the group structure all audit procedures were performed by a single group audit team. We performed a full scope
audit of the complete financial information of FBD Insurance plc and the holding company. Specific audit procedures on certain
balances and transactions were performed in respect of FBD Corporate Services Limited. We also tested the consolidation
process. This gave us the desired level of audit evidence for our opinion on the consolidated financial statements as a whole.
This gave us coverage in excess of 95% of group revenues, 95% of group profit before taxation and 95% of the group’s total assets.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality.
These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent
of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of
misstatements, both individually and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Consolidated financial statements Company financial statements
Overall materiality €4.1 million (2021: €4.0 million). €1.0 million (2021: €1.0 million).
How we determined it Circa 1% of revenue. Circa 1% of equity attributable to equity
holders of the parent.
Rationale for
benchmark applied
We have applied this benchmark as it provides a more
stable measure as the group’s result has fluctuated
significantly in recent years.
We also assessed the appropriateness of this benchmark
by reference to other potential benchmarks and
determined the overall materiality level to be
appropriate.
We have applied this benchmark as
it is considered appropriate given the
company’s activity as a holding company.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and
undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of
our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example in
determining sample sizes. Our performance materiality was 75% of overall materiality, amounting to €3.1 million (group audit)
and €0.75 million (company audit).
In determining the performance materiality, we considered a number of factors - the history of misstatements, risk assessment
and aggregation risk and the effectiveness of controls - and concluded that an amount at the upper end of our normal range was
appropriate.
We agreed with the Audit Committee that we would report to them misstatements identified during our audit above €205,000
(group audit) (2021: €200,000) and €50,000 (company audit) (2021: €50,000) as well as misstatements below that amount that,
in our view, warranted reporting for qualitative reasons.
115
Strategic Report Environmental, Social & Governance Financial Statements Other Information
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the group and company’s ability to continue to adopt the going concern basis of
accounting included:
evaluating management’s going concern assessment and underlying forecasts for the period of the going concern assessment
(being the period of 12 months from the date on which the financial statements are authorised for issue) and challenging the
key assumptions. In evaluating these forecasts we considered the group’s historic performance and considered whether the
forecast assumptions were consistent with those used in other areas of the entity’s business activities, for example in testing
for non-financial asset impairment;
testing the mathematical integrity of the forecasts and the models, and reconciling these to Board approved budgets;
considering the projected solvency position of FBD Insurance plc under a number of stress scenarios set out in the group’s
Own Solvency Risk Assessment and comparing these to regulatory and the group’s solvency capital requirement; and
considering the group’s liquidity position and investments maturity profile to assess liquidity through the going concern
assessment period.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the group’s or the company’s ability to continue as a going concern for
a period of at least twelve months from the date on which the financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the group’s or the
company’s ability to continue as a going concern.
In relation to the company’s reporting on how they have applied the UK Corporate Governance Code, we have nothing material to
add or draw attention to in relation to the directors’ statement in the financial statements about whether the directors considered
it appropriate to adopt the going concern basis of accounting.
We are required to report if the directors’ statement relating to going concern in accordance with Rule 6.1.82 (3) (a) of the Listing
Rules for Euronext Dublin and Rule 9.8.6R(3) of the Listing Rules of the UK Financial Conduct Authority is materially inconsistent
with our knowledge obtained in the audit. We have nothing to report in respect of this responsibility.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of
this report.
116 FBD Holdings PLC Annual Report 2022
Financial Statements
Independent Auditors’ Report (continued)
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’
report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover
the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in
this report, any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information 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. If we identify an apparent material inconsistency or material
misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial
statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there
is a material misstatement of this other information, we are required to report that fact. We have nothing to report based on these
responsibilities.
With respect to the Report of the Directors, we also considered whether the disclosures required by the Companies Act 2014
(excluding the information included in the “Non Financial Statement” as defined by that Act on which we are not required to
report) have been included.
Based on the responsibilities described above and our work undertaken in the course of the audit, ISAs (Ireland) and the
Companies Act 2014 require us to also report certain opinions and matters as described below.
In our opinion, based on the work undertaken in the course of the audit, the information given in the Report of the Directors
(excluding the information included in the “Non Financial Statement” on which we are not required to report) for the year
ended 31 December 2022 is consistent with the financial statements and has been prepared in accordance with the applicable
legal requirements.
Based on our knowledge and understanding of the group and company and their environment obtained in the course of the
audit, we did not identify any material misstatements in the Report of the Directors (excluding the information included in the
“Non Financial Statement” on which we are not required to report).
In our opinion, based on the work undertaken in the course of the audit of the financial statements,
the description of the main features of the internal control and risk management systems in relation to the financial
reporting process; and
the information required by Section 1373(2)(d) of the Companies Act 2014;
included in the Corporate Governance Statement, is consistent with the financial statements and has been prepared in
accordance with section 1373(2) of the Companies Act 2014.
Based on our knowledge and understanding of the company and its environment obtained in the course of the audit of the
financial statements, we have not identified material misstatements in the description of the main features of the internal
control and risk management systems in relation to the financial reporting process and the information required by section
1373(2)(d) of the Companies Act 2014 included in the Corporate Governance Statement.
In our opinion, based on the work undertaken during the course of the audit of the financial statements, the information
required by section 1373(2)(a),(b),(e) and (f) of the Companies Act 2014 and regulation 6 of the European Union (Disclosure
of Non-Financial and Diversity Information by certain large undertakings and groups) Regulations 2017 is contained in the
Corporate Governance Statement.
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Strategic Report Environmental, Social & Governance Financial Statements Other Information
Corporate Governance Statement
The Listing Rules and ISAs (Ireland) require us to review the directors’ statements in relation to going concern, longer-term
viability and that part of the Corporate Governance Statement relating to the company’s compliance with the provisions of the
UK Corporate Governance Code and the Irish Corporate Governance Annex (the “Code”) specified for our review. Our additional
responsibilities with respect to the Corporate Governance Statement as other information are described in the Reporting on other
information section of this report.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial statements and our knowledge obtained during the audit and we
have nothing material to add or draw attention to in relation to:
The directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;
The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify emerging
risks and an explanation of how these are being managed or mitigated;
The directors’ statement in the financial statements about whether they considered it appropriate to adopt the going concern
basis of accounting in preparing them, and their identification of any material uncertainties to the group’s and company’s
ability to continue to do so over a period of at least twelve months from the date of approval of the financial statements;
The directors’ explanation as to their assessment of the group’s and company’s prospects, the period this assessment covers
and why the period is appropriate; and
The directors’ statement as to whether they have a reasonable expectation that the company will be able to continue in
operation and meet its liabilities as they fall due over the period of its assessment, including any related disclosures drawing
attention to any necessary qualifications or assumptions.
Our review of the directors’ statement regarding the longer-term viability of the group was substantially less in scope than an audit
and only consisted of making inquiries and considering the directors’ process supporting their statement; checking that the
statement is in alignment with the relevant provisions of the UK Corporate Governance Code; and considering whether the
statement is consistent with the financial statements and our knowledge and understanding of the group and company and their
environment obtained in the course of the audit.
In addition, based on the work undertaken as part of our audit, we have concluded that each of the following elements of the
Corporate Governance Statement is materially consistent with the financial statements and our knowledge obtained during the
audit:
The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable, and
provides the information necessary for the members to assess the group’s and company’s position, performance, business
model and strategy;
The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems;
and
The section of the Annual Report describing the work of the Audit Committee.
We have nothing to report in respect of our responsibility to report when the directors’ statement relating to the company’s
compliance with the Code does not properly disclose a departure from a relevant provision of the Code specified under the Listing
Rules for review by the auditors.
118 FBD Holdings PLC Annual Report 2022
Financial Statements
Independent Auditors’ Report (continued)
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Directors’ Responsibilities Statement, the directors are responsible for the preparation of the
financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view.
The directors are also responsible for such internal control as they 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 and the company’s ability to continue
as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting
unless the directors either intend to liquidate the group or the company or to cease operations, or have no realistic alternative but
to do so.
Auditors’ 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 auditors’ 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 (Ireland) 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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with laws and
regulations related to breaches of Irish insurance laws and regulations and in particular the Solvency II Regulations, and we
considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those
laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2014 and
relevant tax legislation. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial
statements (including the risk of override of controls), and determined that the principal risks were related to posting manual
journal entries to manipulate financial performance and management bias in accounting estimates and judgemental areas of the
financial statements. Audit procedures performed by the engagement team included:
Discussions with the Audit Committee, management and internal audit, including consideration of whether there are known or
suspected instances of non-compliance with laws and regulation and fraud;
Inspecting correspondence with the Central Bank of Ireland (‘CBI’), including those in relation to compliance with laws and
regulations;
Reading relevant meeting minutes including those of the Board, Audit Committee and Board Risk Committee;
Challenging assumptions made by management in accounting estimates and judgements, in particular in relation to the
valuation of claims outstanding as described in the related key audit matter;
Identifying and testing journal entries based on risk criteria; and
Designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-
compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements.
Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error,
as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing
techniques. However, it typically involves selecting a limited number of items for testing, rather than testing complete
populations. We will often seek to target particular items for testing based on their size or risk characteristics. In other cases,
we will use audit sampling to enable us to draw a conclusion about the population from which the sample is selected.
119
Strategic Report Environmental, Social & Governance Financial Statements Other Information
A further description of our responsibilities for the audit of the financial statements is located on the IAASA website at:
https://www.iaasa.ie/getmedia/b2389013-1cf6-458b-9b8f-a98202dc9c3a/Description_of_auditors responsibilities_for_audit.pdf
This description forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with
section 391 of the Companies Act 2014 and for no other purpose. We do not, in giving these opinions, accept or assume
responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save
where expressly agreed by our prior consent in writing.
Other required reporting
Companies Act 2014 opinions on other matters
We have obtained all the information and explanations which we consider necessary for the purposes of our audit.
In our opinion the accounting records of the company were sufficient to permit the company financial statements to be readily
and properly audited.
The Company Statement of Financial Position is in agreement with the accounting records.
Other exception reporting
Directors’ remuneration and transactions
Under the Companies Act 2014 we are required to report to you if, in our opinion, the disclosures of directors’ remuneration and
transactions specified by sections 305 to 312 of that Act have not been made. We have no exceptions to report arising from this
responsibility.
We are required by the Listing Rules to review the six specified elements of disclosures in the report to shareholders by the Board
on directors’ remuneration. We have no exceptions to report arising from this responsibility.
Prior financial year Non Financial Statement
We are required to report if the company has not provided the information required by Regulation 5(2) to 5(7) of the European
Union (Disclosure of Non-Financial and Diversity Information by certain large undertakings and groups) Regulations 2017 in
respect of the prior financial year. We have nothing to report arising from this responsibility.
Prior financial year Remuneration Report
We are required to report if the company has not provided the information required by Section 1110N of the Companies Act 2014
in respect of the prior financial year. We have nothing to report arising from this responsibility.
Appointment
We were appointed by the directors on 10 August 2016 to audit the financial statements for the year ended 31 December 2016
and subsequent financial periods. The period of total uninterrupted engagement is 7 years, covering the years ended 31 December
2016 to 31 December 2022.
Padraig Osborne
for and on behalf of PricewaterhouseCoopers
Chartered Accountants and Statutory Audit Firm
Dublin
9 March 2023
120 FBD Holdings PLC Annual Report 2022
Financial Statements
Independent Auditors’ Report (continued)
The maintenance and integrity of the FBD Group website is the responsibility of the directors; the work carried out by the auditors
does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may
have occurred to the financial statements since they were initially presented on the website.
Legislation in the Republic of Ireland governing the preparation and dissemination of financial statements may differ from
legislation in other jurisdictions.
121
Strategic Report Environmental, Social & Governance Financial Statements Other Information
Consolidated Income Statement
For the financial year ended 31 December 2022
2022 2021
Note €000s €000s
Revenue 4(a) 406,395 386,661
Income
Gross premium written 4(c) 382,889 366,328
Reinsurance premiums 4(c) (40,016) (32,652)
Net premium written 4(c) 342,873 333,676
Change in net provision for unearned premiums 4(c) (7,019) 571
Net premium earned 4(c) 335,854 334,247
Net investment return 5 (10,413) 15,679
Financial services income – Revenue from contracts with customers 4(a) 3,173 2,930
– Other financial services income 4(a) 4,812 4,375
Total income 333,426 357,231
Expenses
Net claims and benefits 4(c) (145,807) (123,538)
Other underwriting expenses 4(c) (95,962) (93,369)
Movement in other provisions 4(c) (8,403) (22,143)
Financial services and other costs 4(e) (6,685) (6,138)
(Impairment)/revaluation of property, plant and equipment 13 (287) 937
Finance costs 26 (2,559) (2,545)
Profit before taxation 6 73,723 110,435
Income taxation charge 10 (9,269) (14,026)
Profit for the financial year 64,454 96,409
Attributable to:
Equity holders of the parent 64,454 96,409
2022 2021
Earnings per share Note Cent Cent
Basic 12 181 274
Diluted 12 176
1
268
1
1
Diluted earnings per share reflects the potential vesting of share based payments.
The ‘A’ ordinary shares of €0.01 each that are in issue have no impact on the earnings per share calculation.
The accompanying notes form an integral part of the financial statements.
The financial statements were approved by the Board and authorised for issue on 9 March 2023.
122 FBD Holdings PLC Annual Report 2022
Financial Statements
Consolidated Statement of Comprehensive Income
For the financial year ended 31 December 2022
2022 2021
Note €000s €000s
Profit for the financial year 64,454 96,409
Items that will or may be reclassified to profit or loss in subsequent periods:
Movement on available for sale financial assets during the year (90,271) (11,169)
Movement transferred to the Consolidated Income Statement on disposal during the
year 129 (1,033)
Taxation credit relating to items that will or may be reclassified to profit or loss in
subsequent periods 11,268 1,525
Items that will not be reclassified to profit or loss in subsequent periods:
Actuarial movement on retirement benefit obligations 27(d) (2,272) 280
Property held for own use revaluation movement 5 4
Taxation credit/(charge) relating to items not to be reclassified in subsequent periods 282 (265)
Other comprehensive expense after taxation (80,859) (10,658)
Total comprehensive (expense)/income for the financial year (16,405) 85,751
Attributable to:
Equity holders of the parent (16,405) 85,751
123
Strategic Report Environmental, Social & Governance Financial Statements Other Information
Consolidated Statement of Financial Position
At 31 December 2022
ASSETS
2022 2021
Note €000s €000s
Property, plant and equipment 13 22,745 24,178
Policy administration system 14 23,683 27,982
Intangible assets 15 14,082 9,031
Investment property 16 15,052 16,055
Right of use assets 9 4,290 5,078
Loans 580 577
Financial assets
Available for sale investments 17(a) 834,994 893,715
Investments held for trading 17(a) 132,965 137,547
Deposits with banks 17(a) 10,000
977,959 1,031,262
Reinsurance assets
Provision for unearned premiums 24(e) 1,937 1,711
Claims outstanding 24(e) 136,848 195,249
138,785 196,960
Retirement benefit surplus 27(f) 8,499 10,901
Deferred taxation asset 28 8,091
Deferred acquisition costs 18 38,520 35,458
Other receivables 19 58,307 58,047
Cash and cash equivalents 20 162,398 164,479
Total assets 1,472,991 1,580,008
124 FBD Holdings PLC Annual Report 2022
Financial Statements
Consolidated Statement of Financial Position (continued)
At 31 December 2022
EQUITY AND LIABILITIES
2022 2021
Note €000s €000s
Equity
Called up share capital presented as equity 21 21,583 21,409
Capital reserves 22(a) 30,192 27,406
Revaluation reserve 755 752
Retained earnings 370,258 422,815
Equity attributable to ordinary equity holders of the parent 422,788 472,382
Preference share capital 23 2,923 2,923
Total equity 425,711 475,305
Liabilities
Insurance contract liabilities
Provision for unearned premiums 24(d) 191,893 184,648
Claims outstanding 24(c) 740,784 800,756
932,677 985,404
Other provisions 25 11,615 13,492
Subordinated debt 26 49,662 49,603
Lease liabilities 9 4,600 5,349
Deferred taxation liability 28 2,761
Current taxation liability 2,399 6,437
Payables 29(a) 46,327 41,657
Total liabilities 1,047,280 1,104,703
Total equity and liabilities 1,472,991 1,580,008
The accompanying notes form an integral part of the financial statements.
The financial statements were approved by the Board and authorised for issue on 9 March 2023.
They were signed on its behalf by:
Liam Herlihy Tomás Ó Midheach
Chairman Chief Executive Officer
125
Strategic Report Environmental, Social & Governance Financial Statements Other Information
Consolidated Statement of Cash Flows
For the financial year ended 31 December 2022
2022 2021
Note €000s €000s
Cash flows from operating activities
Profit before taxation 73,723 110,435
Adjustments for:
Movement on investments held for trading 16,321 (10,839)
Movement on investments available for sale 2,955 2,429
Interest and dividend income (11,510) (8,106)
Depreciation/amortisation of property, plant and equipment, intangible assets &
policy administration system 13,14 & 15 13,239 18,012
Depreciation on right of use assets 9 788 790
Share-based payment expense 34 2,681 2,650
Fair value movement on investment property 16 1,003 996
Revaluation of property, plant and equipment 13 287 (937)
Operating cash flows before movement in working capital 99,487 115,430
Movement on insurance contract liabilities 5,448 (66,720)
Movement on other provisions 25 (1,877) 1,425
Movement on receivables and deferred acquisition costs (2,809) 5,460
Movement on payables 7,353 (394)
Interest on lease liabilities 9 216 236
Purchase of investments held for trading (25,312) (58,432)
Sale of investments held for trading 13,573 48,653
Cash generated from operations 96,079 45,658
Interest and dividend income received 10,998 8,620
Income taxes paid (12,603) (75)
Net cash generated from operating activities 94,474 54,203
Cash flows from investing activities
Purchase of available for sale investments (238,126) (210,499)
Sale of available for sale investments 203,750 166,034
Purchase of property, plant and equipment 13 (1,288) (1,273)
Additions to policy administration system 14 (4,566) (4,685)
Purchase of intangible assets 15 (6,987) (5,398)
Movement on loans and advances (3) 24
Maturities of deposits invested with banks 40,000
Additional deposits invested with banks 17(a) (10,000)
Net cash used in investing activities (57,220) (15,797)
Cash flows from financing activities
Ordinary and preference dividends paid 30 (35,870)
Interest payments on subordinated debt 26 (2,500) (2,500)
Principal elements of lease payments 9 (965) (962)
Net cash used in financing activities (39,335) (3,462)
Net (decrease)/increase in cash and cash equivalents (2,081) 34,944
Cash and cash equivalents at the beginning of the year 20 164,479 129,535
Cash and cash equivalents at the end of the financial year 20 162,398 164,479
The accompanying notes form an integral part of the financial statements.
126 FBD Holdings PLC Annual Report 2022
Financial Statements
Consolidated Statement of Changes in Equity
For the financial year ended 31 December 2022
Called up share capital
presented as equity
Capital reserves
Revaluation reserve
Retained earnings
Attributable to ordinary
shareholders
Preference share
capital
Total equity
€000s €000s €000s €000s €000s €000s €000s
Balance at 1 January 2021 21,409 24,756 978 336,838 383,981 2,923 386,904
Profit after taxation 96,409 96,409 96,409
Other comprehensive expense after taxation (226) (10,432) (10,658) (10,658)
Total comprehensive (expense)/income for the
year (226) 85,977 85,751 85,751
Recognition of share based payments 2,650 2,650 2,650
Balance at 31 December 2021 21,409 27,406 752 422,815 472,382 2,923 475,305
Profit after taxation 64,454 64,454 64,454
Other comprehensive income/(expense) after
taxation 3 (80,862) (80,859) (80,859)
Total comprehensive income/(expense) for the
year 3 (16,408) (16,405) (16,405)
Dividends paid and approved on ordinary and
preference shares (35,870) (35,870) (35,870)
Issue of ordinary shares* 174 105 (279)
Recognition of share based payments 2,681 2,681 2,681
Balance at 31 December 2022 21,583 30,192 755 370,258 422,788 2,923 425,711
*Further information on the issue of ordinary shares can be found in Note 22(a).
127
Strategic Report Environmental, Social & Governance Financial Statements Other Information
Company Statement of Financial Position
At 31 December 2022
2022 2021
Note €000s €000s
Assets
Investments
Investment in subsidiaries 31 91,831 91,831
Financial assets 1 1
91,832 91,832
Cash and cash equivalents 5,527 3,417
Retirement benefit surplus 1,988 2,351
Deferred taxation asset
Other receivables 6,248 4,094
Total assets 105,595 101,694
Equity and liabilities
Equity
Called up share capital presented as equity 21 21,583 21,409
Capital reserves 22(b) 30,192 27,406
Retained earnings 48,069 47,308
Shareholders’ funds – equity interests 99,844 96,123
Preference share capital 23 2,923 2,923
Equity attributable to equity holders of the parent 102,767 99,046
Payables 29(b) 2,579 2,354
Deferred taxation liability 249 294
Total equity and liabilities 105,595 101,694
The profit attributable to shareholders in the financial statements of the holding company for the year ended 31 December 2022 was
€36,974,000 (2021 loss: €35,000). As permitted by Section 304 of the Companies Act 2014, the Income Statement of the Company
has not been separately presented in these financial statements.
The accompanying notes form an integral part of the financial statements.
The financial statements were approved by the Board and authorised for issue on 9 March 2023.
They were signed on its behalf by:
Liam Herlihy Tomás Ó Midheach
Chairman Chief Executive Officer
128 FBD Holdings PLC Annual Report 2022
Financial Statements
Company Statement of Cash Flows
For the financial year ended 31 December 2022
2022 2021
€000s €000s
Cash flows from operating activities
Profit/(Loss) before taxation 36,513 (93)
Adjustments for:
Share-based payment expense 2,943 2,650
Operating cash flows before movement in working capital 39,456 2,557
Movement on receivables (1,691) 179
Movement on payables 215 (199)
Net cash generated from operating activities 37,980 2,537
Net cash generated from investing activities
Cash flows from financing activities
Ordinary and preference dividends paid (35,870)
Net cash used in financing activities (35,870)
Net increase in cash and cash equivalents 2,110 2,537
Cash and cash equivalents at the beginning of the financial year 3,417 880
Cash and cash equivalents at the end of the financial year 5,527 3,417
The accompanying notes form an integral part of the financial statements.
129
Strategic Report Environmental, Social & Governance Financial Statements Other Information
Company Statement of Changes in Equity
For the financial year ended 31 December 2022
Called up share capital
presented as equity
Capital reserves
Retained earnings
Attributable to ordinary
shareholders
Preference share
capital
Total equity
€000s €000s €000s €000s €000s €000s
Balance at 1 January 2021 21,409 24,756 47,353 93,518 2,923 96,441
Loss after taxation (35) (35) (35)
Other comprehensive expense after taxation (10) (10) (10)
Total comprehensive expense for the year (45) (45) (45)
Recognition of share based payments 2,650 2,650 2,650
Balance at 31 December 2021 21,409 27,406 47,308 96,123 2,923 99,046
Profit after taxation 36,974 36,974 36,974
Other comprehensive expense after taxation (326) (326) (326)
Total comprehensive income for the year 36,648 36,648 36,648
Issue of ordinary shares* 174 105 (17) 262 262
Dividends paid and approved on ordinary and preference
shares (35,870) (35,870) (35,870)
Recognition of share based payments 2,681 2,681 2,681
Balance at 31 December 2022 21,583 30,192 48,069 99,844 2,923 102,767
*Further information on the issue of ordinary shares can be found in Note 22(b).
130 FBD Holdings PLC Annual Report 2022
Financial Statements
Notes to the Financial Statements
For the financial year ended 31 December 2022
1 GENERAL INFORMATION
FBD Holdings plc is an Irish registered public limited company. The registration number of the company is 135882. The
address of the registered office is FBD House, Bluebell, Dublin 12, Ireland. FBD is one of Ireland’s largest property and casualty
insurers, looking after the insurance needs of farmers, businesses and retail customers. Established in the 1960s by farmers
for farmers, FBD has built on those roots in agriculture to become a leading general insurer serving the needs of its direct
agricultural, business and retail customers throughout Ireland. It has a network of 34 branches nationwide.
2 GOING CONCERN
The Directors have, at the time of approving the financial statements, a reasonable expectation that the Company and the
Group have adequate resources to continue in operational existence for the foreseeable future being a period of not less than
12 months from the date of this report.
In making this assessment the Directors considered up to date solvency, liquidity and profitability projections for the Group.
The basis of this assessment was the Budget 2023 and projections for 2024 which reflect the latest assumptions used by the
business. The economic environment may impact on premiums including potential reductions in exposures, new business and
retention levels. Expense assumptions can change depending on the level of premiums as discretionary spend and resources
are adjusted. There were a number of scenario projections run as part of the ORSA process as well as a number of more
extreme stress events and in all scenarios the Group’s capital ratio remained in excess of the Solvency Capital Requirement
and in compliance with liquidity policies.
The Directors considered the liquidity requirements of the business to ensure it is projected to have cash resources available to
pay claims and other expenditure as they fall due. The business is expected to have adequate cash resources available to
support business requirements as well as claims in relation to public house Business Interruption as they fall due. In addition
the Group has a highly liquid investment portfolio with over 50% of the portfolio invested in corporate and sovereign bonds
with a minimum A- rating.
On the basis of the projections for the Group, the Directors are satisfied that there are no material uncertainties which cast
significant doubt on the ability of the Group or Company to continue as a going concern over the period of assessment being
not less than 12 months from the date of this report. Therefore the Directors continue to adopt the going concern basis of
accounting in preparing the financial statements.
3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PREPARATION
The Group and Company financial statements have been prepared in accordance with International Financial Reporting
Standards (“IFRSs”) adopted by the European Union and therefore the Group financial statements comply with Article 4 of the
EU IAS Regulation. The Group and Company financial statements are prepared in compliance with the Companies Acts 2014.
CONSIDERATION OF CLIMATE CHANGE
In preparing the financial statements the Directors have considered the impact of climate change, particularly in the context
of the risks identified in the TCFD disclosure on pages 34 to 46 this year. There has been no material impact identified on the
financial reporting estimates and judgements. In particular, the Directors have considered the impact of climate change in
respect of the following areas:
Viability assessment of the Group and future cash flow forecasts;
Cash flow forecasts included in the impairment testing on page 149; and
Valuation of the investment property on page 163 and property held for own use on pages 160 to 161.
The Directors are aware of the ever-changing risks attached to climate change and will regularly assess these risks against
estimates and judgements made in preparation of the Group’s financial statements.
131
Strategic Report Environmental, Social & Governance Financial Statements Other Information
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
ADOPTION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (“IFRSs”)
Standards adopted during the period
In the current year, the Group has applied amendments to IFRSs issued by the International Accounting Standards Board
(IASB) that are mandatorily effective for an accounting period that begins on or after 1 January 2022, unless otherwise stated.
Reference to the Conceptual Framework (Amendments to IFRS 3)
Property, Plant and Equipment - Proceeds before Intended Use (Amendments to IAS 16)
Onerous Contracts - Cost of Fulfilling a Contract (Amendments to IAS 37)
Annual Improvements to IFRS Standards 2018 - 2020
The amendments of these standards has not had a material impact on the financial statements of the Group.
Standards and Interpretations not yet effective
IFRS 17 Insurance Contracts
1
IFRS 9 Financial Instruments
2
1
Effective for annual periods beginning on or after 1 January 2023, with earlier application permitted.
2
Consolidated financial statements only. Effective for annual periods beginning on or after 1 January 2023, with earlier application
permitted.
Estimated quantitative impact of the adoption of IFRS 17 ‘Insurance Contracts’ and IFRS 9 ‘Financial Instruments’
The impact to shareholder’s equity will mainly be driven by the introduction of discounting claims reserves as well as the
introduction of the risk adjustment calculation as an allowance for uncertainty about the amount and timing of cash flows that
arises from non-financial risk as the insurance contract is fulfilled. The risk adjustment under IFRS 17 replaces the margin for
uncertainty currently in existence under IFRS 4. Based on assessments to date, the total adjustment after tax to the Group’s total
equity on the application of IFRS 17 and IFRS 9 is currently estimated to be an increase of approximately €7.9m at 1 January 2022
with the discounting impact becoming significantly more prevalent throughout the 2022 transitional period in line with the rising
interest rate environment. Any future reserve releases will reflect the impacts of discounting and risk adjustment.
Estimated increase (reduction) in the Group’s total equity:
1 January 2022
€m
Adjustments due to the adoption of IFRS 17:
Re-measurement of non-life insurance contracts under IFRS 17 9.4
Adjustments due to adoption of IFRS 9:
Impairment of financial assets (0.4)
Deferred taxation impact (1.1)
Estimated impact of adoption of IFRS 17 and IFRS 9 after tax 7.9
The assessment above is preliminary as not all of the transitional work has been finalised. The actual impact of adopting IFRS
17 and IFRS 9 may change because:
a. Although the build phase of the programme is substantially completed, the Group has not finalised the testing and
assessment of controls over new technology and infrastructure and reporting processes;
b. The new accounting policies, assumptions, judgements and estimation techniques applied are subject to change until the
Group finalises its first financial statements under the new standards.
The Group will restate 2022 comparative information on adoption.
132 FBD Holdings PLC Annual Report 2022
Financial Statements
Notes to the Financial Statements (continued)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
IFRS 17
Nature of change
IFRS 17 establishes the principles for the recognition, measurement, presentation and disclosure of insurance contracts and
supersedes IFRS 4 Insurance Contracts.
The core of IFRS 17 is the general model, supplemented by a specific adaption for contracts with direct participation features (the
variable fee approach) and a simplified approach (the premium allocation approach) mainly for short-duration contracts. The main
features of the new measurement model for insurance contracts are, as follows: an estimate of the present value of future net cash
flows incorporating a risk adjustment for non-financial risk and re-measured at each reporting period (the fulfilment cash flows) and a
contractual service margin representing the unearned profit of the insurance contracts relating to the future service to be provided
under the contracts. The carrying amount of a group of insurance contracts at the end of each reporting period shall be the sum of
the ‘liability for remaining coverage’ (‘LRC’) comprising the fulfilment cash flows related to future service allocated to the group at
that date, and the ‘liability for incurred claims’ (LIC), comprising the fulfilment cash flows related to past service allocated to the
group at that date.
IFRS 17 requires a company to determine the level of aggregation for applying its requirements. Portfolios comprise groups of
contracts with similar risks which are managed together. Portfolios are required to be further divided based on expected profitability
at inception into three categories: onerous contracts, contracts with no significant risk of becoming onerous, and the remainder. A
group of contracts that is onerous on initial recognition results in a loss being recognised immediately in the statement of financial
performance for the entire net cash outflow therefore the carrying amount of the insurance liability for the group is equal to the
fulfilment cash flows and the contractual service margin is nil. Under the Premium Allocation Approach (PAA) it is assumed no
contracts in the portfolio are onerous at initial recognition unless facts and circumstances indicate otherwise. IFRS 17 also requires
that no group for level of aggregation purposes, may contain contracts issued more than one year apart.
Impact
Classification and measurement
The adoption of IFRS 17 is not expected to change the classification of the Group’s insurance contracts. The Group expects to be able
to apply the simplified premium allocation approach to all material insurance and reinsurance contract groups. The measurement
principles of the PAA differ from the ‘earned premium approach’ used by the Group under IFRS 4 in the following key areas:
IFRS 17 requires a company to determine the level of aggregation for applying its requirements. FBD manages insurance
contracts issued by product lines, where each product line includes contracts that are subject to similar risks. All insurance
contracts within a product line represent a portfolio of contracts. Each portfolio is further disaggregated into groups of contracts
that are issued within a calendar year (annual cohorts) and are (i) contracts that are onerous at initial recognition; (ii) contracts
that at initial recognition have no significant possibility of becoming onerous subsequently; or (iii) a group of remaining contracts.
The Premium Allocation Approach under IFRS 17 is in line with the Group’s current earnings methodology which means that
gross earned premium is expected to be materially unchanged under IFRS 17 however ‘Insurance Revenue’ will now include
interest on instalment premiums.
Measurement of the liability for incurred claims, (previously claims outstanding and incurred but not reported claims) is
determined on a discounted probability-weighted expected value basis and includes an explicit risk adjustment for non-financial
risk. The liability for incurred claims includes the Group’s obligation to pay other incurred insurance expenses.
Under IFRS 17 the Group’s contribution to the Motor Insurers’ Insolvency Compensation Fund and the Motor Insurers’ Bureau of
Ireland levy are not considered part of the cash flows within the boundary of the underlying contracts and are presented
separately from the ‘Insurance service result’ within the profit or loss.
IFRS 17 requires that non-attributable expenses are presented separately from the ‘Insurance service result’ within the profit or
loss.
In accordance with IFRS 17 reinsurance contracts held are presented separately from the expenses or income from insurance
contracts issued. Re-instatement premiums contingent on claims on the underlying contracts are treated as part of the claims
that are expected to be reimbursed under the reinsurance contracts held and were previously included within ‘Net premium
earned’ under IFRS 4. Similarly, ceded commission not contingent on claims on the underlying contracts are treated as a
reduction in the premiums to be paid to the reinsurer and were previously included within ‘Other underwriting expenses’ under
IFRS 4.
133
Strategic Report Environmental, Social & Governance Financial Statements Other Information
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
A liability or asset relating to expected premiums or claims outside the boundary of the insurance contract is not
recognised. Such amounts relate to future insurance contracts.
Summary of Key Accounting Choices under IFRS 17
IFRS 17 Options Planned approach
Premium Allocation
Approach (PAA)
Eligibility
Subject to specified criteria, the PAA can be
adopted as a simplified approach to the IFRS
17 general model.
FBD is eligible to apply the
Premium Allocation Approach
based on the fact that in general the
insurance contracts issued have a
duration of 12 months or less.
IFRS 17.53
Insurance acquisition
cash flows for
insurance contracts
issued
Where the coverage period of all contracts
within a group is no longer than one year,
insurance acquisition cash flows can either
be expensed as incurred, or allocated, using
a systematic and rational method, to groups
of insurance contracts (including future
groups containing insurance contracts that
are expected to arise from renewals) and
then amortised over the coverage period of
the related group. For groups containing
contracts longer than one year then
insurance acquisition cash flows must be
allocated to related groups of insurance
contracts and amortised over the coverage
period of the related group.
For all groups, insurance
acquisition cash flows will be
allocated to related groups of
insurance contracts and amortised
over the coverage period of the
related group. This will avoid timing
mismatches between revenue
earnings patterns and the
recognition of the associated
expenses.
IFRS 17.59 (a)
IFRS 17.28A,
IFRS 17.B35A
Liability for
Remaining Coverage
(LFRC) adjusted for
financial risk and
time value of money
Where there is no significant financing
component in relation to the LFRC, or where
the time between providing each part of the
services and the related premium due date is
no more than a year, an entity is not required
to make an adjustment for accretion of
interest on the LFRC.
No allowance for interest accretion
will be made as the premiums are
received within one year of the
coverage period.
IFRS 17.56
Liability for incurred
claims (LFIC)
adjusted for the time
value of money
Where claims are expected to be paid within
a year of the date that the claim is incurred,
it is not required to adjust these amounts for
the time value of money.
FBD will discount cash flows when
calculating the Liability for Incurred
Claims as the claims are typically
open for longer than a 12 month
duration.
IFRS 17.59 (b)
Insurance finance
income and expense
There is an option to disaggregate part of the
movement in the LFIC resulting from
changes in discount rates and present this in
Other comprehensive income.
The impact on LFIC from changes in
discount rates will be captured
within the OCI, in line with the
accounting for assets backing the
relevant product lines.
IFRS 17.88
134 FBD Holdings PLC Annual Report 2022
Financial Statements
Notes to the Financial Statements (continued)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Key Judgements and estimates
In applying IFRS 17 measurement requirements, the following inputs and methods were used that include significant
estimates.
Discount rates
The Group is required to discount future cash flows as the weighted time to settlement is greater than one year from the date
the claim occurred. This requirement to allow for the time value of money is a change from the current practice where no
allowance for the time value of money is made in the calculation of the claims liabilities.
The Group will determine the risk free discount rate using a bottom-up approach. The Group will use the Euro denominated
EIOPA prescribed rates under Solvency II. The EIOPA EUR spot rates are derived from market observable EUR swap rates for
durations one to twenty years.
The Group will adjust the EIOPA prescribed curve with an illiquidity premium.
Estimates of future cash flows to fulfil insurance contracts
The Group estimates insurance liabilities in relation to claims incurred for gross and reinsurance contracts using actuarial
methods. Estimates are performed on an accident year basis with further allocation to annual cohorts in proportion to the
gross or reinsurance premiums earned by the respective cohort of contracts in a given accident year.
In estimating future cash flows, the Group will incorporate, in an unbiased way, all reasonable and supporting information
that is available without undue cost or effort at the reporting date. This information includes both internal information and
external historical data about claims and other experience, updated to reflect current expectations of future events.
Cash flows are within the contract boundary if they arise from substantive rights and obligations that exist during the reporting
period in which the Group can compel the policyholder to pay premiums or has a substantive obligation to provide services. A
substantive obligation to provide service ends when the Group has the practical ability to reassess the risks of the particular
policyholder and can set a price or level of benefits that fully reflects those reassessed risks.
When estimating future cash flows, the Group will take into account current expectations of future events that might affect
those cash flows. Cash flows within the boundary of a contract are those that relate directly to the fulfilment of the contract,
including those that the Group has discretion over the amount or timing. These include payments to (or on behalf of)
policyholders, insurance acquisition cash flows and other costs that are incurred in fulfilling contracts. The Group performs
regular expense studies and uses judgement to determine the extent to which fixed and variable overheads are directly
attributable to fulfilling insurance contracts.
Methods used to measure the risk adjustment for non-financial risk
The risk adjustment for non-financial risk is the compensation that is required for bearing the uncertainty about the amount
and timing of cash flows that arises from non-financial risk as the insurance contract is fulfilled. Because the risk adjustment
represents compensation for uncertainty, estimates are made on the degree of diversification benefits and expected
favourable and unfavourable outcomes in a way that reflects the Group’s degree of risk aversion. The Group estimates an
adjustment for non-financial risk separately from all other estimates.
The risk adjustment is calculated at the entity level and then allocated down to each group of contracts in accordance with
their risk profiles. A confidence level approach is used to derive the overall risk adjustment for non-financial risk. FBD intend to
target a risk adjustment within a range between the 75th and 80th percentiles. At year-end 2021, the risk adjustment is at the
80th percentile.
As the Group are using the PAA method, a Risk Adjustment is only required for the LIC and not the LRC (unless there is an
onerous group).
To determine the risk adjustment for non-financial risk for reinsurance contracts, the Group will apply these techniques both
gross and net of reinsurance and derive the amount of risk transferred to the reinsurer as the difference between the two
results.
135
Strategic Report Environmental, Social & Governance Financial Statements Other Information
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Presentation
Key impacts on the presentation of the financial statements are outlined below.
In the statement of financial position, the Group is required to present separately the carrying amount of groups of
insurance contracts issued that are assets, groups of insurance contracts issued that are liabilities, groups of reinsurance
contracts held that are assets and groups of reinsurance contracts held that are liabilities.
No separate asset will be recognised for deferred acquisition costs or premium receivables. Instead, qualifying insurance
acquisition cash flows and premium receivables are subsumed into the insurance liability for remaining coverage. Similarly
transactional tax levies on insurance premium written and liabilities owing to reinsurers are subsumed into the fulfilment
cash flows.
The total amount recognised in the statement of profit or loss and other comprehensive income will be disaggregated into
an insurance service result, comprising insurance revenue and insurance service expense, and insurance finance income
or expenses.
The Group does not intend to disaggregate the change in risk adjustment for non-financial risk between a financial and
non-financial portion and will include the entire change as part of the insurance service result.
Income or expenses from reinsurance contracts held will be presented separately from the expenses or income from
insurance contracts issued.
The Group will apply the Fully Retrospective approach on the adoption of IFRS 17, with the exception of using the modified
retrospective approach for the choice of initial recognition yield curves for underwriting years 2015 and prior.
Simplified P&L key elements:
IFRS 4 Profit: IFRS 17 Profit:
Income Net earned premium
Net investment return
Other income
Insurance service result Insurance revenue
Insurance service expenses
Reinsurance result
Expenses Net claims and benefits
Other Underwriting expenses
Other expenditure
Net investment result Net investment return
Net insurance finance expenses
Other result Other income and expenditure
KPIs
The calculation of KPIs used under IFRS 4 will change assuming the same KPIs are reported.
‘Gross earned premium’ and ‘Gross written premium’ numbers are expected to be materially unaffected although they are
no longer presented on the face of the statement of profit or loss. ‘Gross earned premium’ is comparable to ‘Insurance
Revenue’ however ‘Insurance Revenue’ will now include interest on instalment premiums.
‘Net earned premium’ will no longer be presented.
Discounting cash flows when calculating the Liability for Incurred Claims will alter the timing of profit emergence but not
the overall level of profit. Consequently there will be an impact on transition on shareholders’ funds, NAV and ROE.
The impact of introducing the new measurement model for claims will flow through to insurance service expenses.
Locked-in accident year rates used for discounting in P&L, changes in discount rates will be recognised in OCI limiting
volatility in P&L.
Non-attributable expenses are included within ‘Other result’ as opposed to expenses under IFRS 4, however,
wnon-attributable expenses are expected to be included within the numerator when calculating the expense ratio.
For the expense ratio; using Insurance Revenue as the bottom-line instead of net earned premium as well as ceded
commission not contingent on claims on the underlying contracts being treated as a reduction in the ceded premiums will
result in a lower expense ratio.
For the loss ratio; the favourable impact of using Insurance revenue as a bottom-line instead of net earned premium is
expected to be offset by the reinsurance result being included in the top-line. Current service discounting costs are
expected to lower the Loss ratio in a positive interest rate environment.
136 FBD Holdings PLC Annual Report 2022
Financial Statements
Notes to the Financial Statements (continued)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
FBD will calculate the combined operating ratio as the total of: (Insurance service expenses plus the net expenses from
reinsurance contracts held plus non-attributable expenses (incl. MIBI)), divided by Insurance Revenue.
FBD measures and calculates capital using the Standard Formula. The calculation of the Solvency II Capital Requirement
(SCR) will not be impacted on adoption of IFRS 17.
IFRS 9
Nature of change
IFRS 9 has been issued to replace IAS 39 ‘Financial Instruments: Recognition and Measurement’ (IAS 39).
Financial assets within the scope of IFRS 9 are required to be classified as being measured, subsequent to initial recognition, at
amortised cost (AC), fair value through other comprehensive income (FVOCI) or fair value through profit or loss (FVTPL). The
assessment of how an asset should be classified is dependent on both the overall objective of the business model within which
the asset is held and whether the contractual terms of the financial asset give rise to, on specified dates, cash flows that are
solely payments of principal and interest (SPPI). IFRS 9 introduces a new forward-looking impairment model based on
expected credit losses (ECL) rather than incurred losses. The accounting for financial liabilities will remain largely consistent
with that applied under IAS 39, except for recognition of changes in own credit risk in other comprehensive income for certain
liabilities designated at fair value through profit or loss.
Effective date of the change
IFRS 4 permits an insurance company that meets the criteria a temporary exemption from applying IFRS 9 and to continue to
apply IAS 39. The Group meets the criteria and has elected to defer the application of IFRS 9 to the reporting period beginning
on 1 January 2023, alongside IFRS 17 Insurance Contracts.
Impact
Classification and measurement of financial assets under IFRS 9 is not expected to result in any significant changes for the
Group. Below sets out the qualitative and quantitative impacts for the Group on transition to IFRS 9.
Collective investment scheme assets held for trading are required to be classified as ‘Fair value through Profit or Loss’
(FVTPL) under IFRS 9. This is no different to current reporting under IAS 39 whereby assets are measured at fair value and
all dividend income and other gains and/or losses are recognised in profit or loss.
The Group’s quoted debt securities as at the opening balance sheet of the comparative period (i.e. 1 January 2022) pass the
SPPI and are classified as FVOCI as they are held within a business model whose objective is achieved by both collecting
contractual cash flows and selling financial assets. FVOCI is different to current reporting mainly in that there is a new
requirement under IFRS 9 to recognise a loss allowance for expected credit losses in the income statement. Accumulated
gains or losses on FVOCI investments are reclassified to the profit and loss account on liquidation similar to the current
reporting treatment however recycling to the income statement is net of the expected credit losses under IFRS 9. The
investments would be measured at fair value similar to current reporting.
Unquoted debt securities previously classified as ‘Available for sale’ under IAS 39 are classified as FVTPL under IFRS 9 as
they do pass the SPPI test. This is different to current reporting as all income and other gains and/or losses are recognised
in profit or loss. Mark to market gains and/or losses on ‘Available for sale’ assets under IAS 39 are recognised in Other
Comprehensive Income.
FBD intend to restate comparative information on the initial application of IFRS 9 and will apply the classification overlay
approach with the amendment to the transition requirements in IFRS 17 issued by the IASB at the end of 2021.
To reflect the differences between IFRS 9 and IAS 39, IFRS 7 Financial Instruments: Disclosures was also amended. The
Group will apply the amended disclosure requirements of IFRS 7, together with IFRS 9, for the year beginning 1 January
2023. Changes include transition disclosures as well as qualitative and quantitative information about the ECL
calculations.
137
Strategic Report Environmental, Social & Governance Financial Statements Other Information
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
The measurement of impairment losses under IFRS 9 across relevant financial assets requires judgement, in particular, for
the estimation of the amount and timing of future cash flows when determining impairment losses and the assessment of
a significant increase in credit risk. These estimates are driven by the outcome of modelled ECL scenarios and the relevant
inputs used.
The table below shows the impact of classification and measurement in accordance with IFRS 9 as at the opening balance
sheet of the comparative period (i.e. 1 January 2022)
Financial Assets Original
measurement
(IAS 39)
Revised
measurement
(IFRS 9)
Carrying
amount under
IAS 39
€’000
Reclassification
€’000
Re-measurement
€’000
Carrying
amount under
IFRS 9
€’000
Quoted debt
securities
1
AFS FVOCI 892,495 - - 892,495
Cash and cash
equivalents
AC AC 164,479 6,497
2
- 170,976
Collective
investment
schemes
HFT FVTPL 137,547 - - 137,547
Receivables AC AC 58,047 (41,749)
2
(388) 15,910
Unquoted
investments
AFS FVTPL 1,220 - - 1,220
Loans AC AC 577 - (17) 560
Deposits with
banks
AC AC - - - -
1
In accordance with the requirements of IFRS 9 the recognition and measurement of a loss allowance for financial assets that are
measured at fair value through other comprehensive income shall be recognised in other comprehensive income and shall not reduce
the carrying amount of the financial asset in the statement of financial position. As at the opening balance sheet of the comparative
period (i.e. 1 January 2022) an expected credit loss of €754,000 is expected to be recognised and reflected directly in the FVOCI reserve.
2
Insurance and reinsurance contract receivables and payable (outstanding cheques) are included within Insurance/Reinsurance
contract asset/liabilities under IFRS 17.
Financial
liabilities
Original
measurement
(IAS 39)
Revised
measurement
(IFRS 9)
Carrying
amount under
IAS 39 €’000
Reclassification
€’000
Re-measurement
€’000
Carrying
amount under
IFRS 9
€’000
Subordinated
debt
AC AC 49,603 - - 49,603
Payables AC AC 41,657 - - 41,657
ACCOUNTING POLICIES
The principal accounting policies adopted by the Board are detailed below. All accounting policies are applicable to the
consolidated and Company financial statements unless stated otherwise.
A) ACCOUNTING CONVENTION
The consolidated and Company financial statements are prepared under the historical cost convention as modified by the
revaluation of property, investments held for trading, available for sale investments and investment property, which are
measured at fair value.
138 FBD Holdings PLC Annual Report 2022
Financial Statements
Notes to the Financial Statements (continued)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
B) BASIS OF CONSOLIDATION
The consolidated financial statements include the financial statements of the Company and its subsidiary undertakings to 31
December. Control is achieved when the Company:
has power over the investee;
is exposed, or has rights, to variable returns from its involvement with the investee; and
has the ability to use its power to affect its returns.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to
one or more of the elements of control listed above.
When the Company has less than a majority of the voting rights of an investee, it has power over an investee when the voting
rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company
considers all the relevant facts and circumstances in assessing whether or not the Company’s voting rights in an investee are
sufficient to give it power, including:
the size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders;
potential voting rights held by the Company, other vote holders or other parties;
rights arising from other contractual arrangements; and
any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct
the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders’
meetings.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company
loses control of the subsidiary.
Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the
non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the
non-controlling interests even if this results in the non-controlling interests having a deficit balance.
All intra-Group transactions, balances, income and expenses are eliminated on consolidation.
Changes in the Group’s ownership interests in subsidiaries that do not result in a loss of control over the subsidiaries are
accounted for as equity transactions. The carrying amount of the Group’s interests and the non-controlling interests are
adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the
non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity
and attributed to the owners of the Company.
The acquisition of subsidiaries is accounted for using the acquisition method. The cost of the acquisition is measured as the
aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments
issued by the Group in exchange for control of the acquiree. Any transaction costs incurred are expensed in the period in which
they occur. The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition
under IFRS 3 are recognised at their fair value at the acquisition date, except for non-current assets (or disposal groups), that
are classified as held for sale in accordance with IFRS 5, Non Current Assets Held for Sale and Discontinued Operations, which are
recognised and measured at fair value less costs of sale.
Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of the cost of the
business combination over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent
liabilities recognised. If, after reassessment, the Group’s interest in the net fair value of the acquiree’s identifiable assets,
liabilities and contingent liabilities exceeds the cost of the business combination, the excess is recognised immediately in the
Consolidated Income Statement.
139
Strategic Report Environmental, Social & Governance Financial Statements Other Information
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
B) BASIS OF CONSOLIDATION (continued)
When the Group loses control of a subsidiary, the profit or loss on the sale is calculated as the difference between (i) the
aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying
amount of the assets (including goodwill), less liabilities of the subsidiary and any non-controlling interests. Amounts
previously recognised in the Consolidated Statement of Comprehensive Income in relation to the subsidiary are accounted for
(i.e. reclassified to profit or loss or transferred directly to retained earnings) in the same manner as would be required if the
relevant assets or liabilities are disposed of. The fair value of any investment retained in the former subsidiary at the date when
control is lost is regarded as the fair value on initial recognition for subsequent accounting under IAS 39 Financial Instruments:
Recognition and Measurement or, when applicable, costs on initial recognition of an investment in an associate or jointly
controlled entity.
C) INVESTMENTS IN SUBSIDIARIES (Company only)
Investments in subsidiaries are accounted for at cost less accumulated impairment losses. The Company reviews whether
there is any indication of impairment at each reporting date. Impairment testing involves comparing the carrying amount of
the investment to its recoverable amount. The recoverable amount is higher of the investments fair value of its value in use. If
impairment occurs, this loss is recognised in the income statement.
Dividend income from investments in subsidiaries is recognised when the Company’s right to receive has been established.
D) REVENUE RECOGNITION
Revenue is measured at the fair value of the consideration received or receivable and represents gross premiums written,
broking commissions, fees, other commissions, interest and dividends receivable, rents receivable, net of discounts, levies,
VAT and other sales related taxes.
Revenue from insurance contracts is accounted for in accordance with accounting policy (E).
Interest income is accrued on a time basis with reference to the principal outstanding at the effective interest rate applicable.
Broking commission is recognised as the Group satisfies its performance obligations. The Group’s performance obligation in
relation to broking commissions is satisfied at the point in time when the underlying policy has been contractually agreed
between the insured and the provider. The transaction price is the expected commission income receivable by the Group for
the satisfaction of this performance obligation. The transaction price includes a variable consideration estimation on the basis
that elements of commissions receivable are dependent on the outcome of future events, namely the underlying policies sold
remaining in force, and are paid in future periods. Thus an expected level of lapses is applied to policies sold in order to
calculate an appropriate commission receivable in relation to the satisfaction of the performance obligation. Variable
consideration is only recognised to the extent that it is highly probable that a significant reversal of revenue would not occur.
Dividend income from investments is recognised when the shareholders’ rights to receive payment have been established.
Rental income is recognised on a straight-line basis over the period of the lease.
E) INSURANCE CONTRACTS
(i) Premiums written
Premiums written relate to contracts entered into during the accounting period, together with any difference between
booked premiums for prior years and those previously accrued, and include estimates of premiums due. Premiums
written exclude taxes and duties levied on premiums.
Premium rebates relate to elements of premium written returned to policyholders as a result of agreed reductions in risk
exposure. The earnings impact of premium rebates is recognised over the period of reduced risk exposure.
(ii) Unearned premiums
Unearned premiums are those portions of premium income written in the year that relate to insurance cover after the
year end. Unearned premiums are computed on a 365th of premium written. At 31 December each year, an assessment
is made of whether the provision for unearned premiums is adequate as set out in accounting policy E (iv) below.
140 FBD Holdings PLC Annual Report 2022
Financial Statements
Notes to the Financial Statements (continued)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
E) INSURANCE CONTRACTS (continued)
(iii) Deferred acquisition costs
Deferred acquisition costs represent the proportion of acquisition costs, net of reinsurance, that are attributable to the
unearned premiums. Acquisition costs comprise the direct and indirect costs of obtaining and processing new insurance
business. These costs are recognised as a deferred acquisition cost asset and amortised on the same basis as the related
premiums are earned, and are tested for impairment at 31 December each year.
(iv) Unexpired risks
At 31 December each year, an assessment is made of whether the provision for unearned premiums is adequate.
Provision for unexpired risks is made where the expected claims, related expenses and deferred acquisition costs are
expected to exceed unearned premiums, after taking account of future investment income. At each reporting date, the
Group reviews its unexpired risks and carries out a liability adequacy test for any overall excess of expected claims and
deferred acquisition costs over unearned premiums, using the current estimates of future cash flows under its contracts
after taking account of the investment return expected to arise on assets. If these estimates show that the carrying
amount of its insurance liabilities (less related deferred acquisition costs) is insufficient in light of the estimated future
cash flows, the deficiency is recognised in the Income Statement by setting up a provision in the Statement of Financial
Position.
(v) Claims incurred
Claims incurred comprise the cost of all insurance claims occurring during the year, whether reported or not, and any
adjustments to claims outstanding from previous years.
Full provision, net of reinsurance recoveries, is made at the reporting date for the estimated cost of claims incurred but
not settled, including claims incurred but not yet reported and expenses to be incurred after the reporting date in settling
those claims. The Group takes all reasonable steps to ensure that it has appropriate information regarding notified claims
and uses this information when estimating the cost of those claims. Claims reserves are not discounted.
The Group uses estimation techniques, based on statistical analysis of past experience, to calculate the estimated cost of
claims outstanding at the year end. It is assumed that the development pattern of the current claims will be consistent
with previous experience. Allowance is made, however, for any changes or uncertainties that may cause the cost of
unsettled claims to increase or reduce. These changes or uncertainties may arise from issues such as the effects of
inflation, changes in the mix of business or the legal environment.
Receivables arising out of direct insurance operations are measured at initial recognition at fair value and are
subsequently measured at amortised cost, after recognising any impairment loss to reflect estimated irrecoverable
amounts.
(vi) Reinsurance
Premiums payable in respect of reinsurance ceded, are recognised in the period in which the reinsurance contract is
entered into and include estimates where the amounts are not determined at the reporting date. Premiums are
expensed over the period of the reinsurance contract, calculated principally on a daily pro rata basis.
A reinsurance asset (reinsurers’ share of claims outstanding and provision for unearned premium) is recognised to reflect
the amount estimated to be recoverable under the reinsurance contracts in respect of the outstanding claims reported
under insurance liabilities. The amount recoverable from reinsurers is initially valued on the same basis as the underlying
claims provision.
The amount recoverable is reduced when there is an event arising after the initial recognition that provides objective
evidence that the Group may not receive all amounts due under the contract and the event has a reliably measurable
impact on the expected amount that will be recoverable from the reinsurer.
The reinsurers’ share of each unexpired risk provision is recognised on the same basis.
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3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
F) OTHER PROVISIONS
Other provisions are recognised when the Group has a present obligation (legal or constructive) as a result of past events,
when it is probable that an outflow of resources will be required to settle the obligation, and when the provision can be reliably
estimated. Provisions are not recognised for future operating losses.
Provisions are measured at management’s best estimate, at the balance sheet date, of the expenditure required to settle the
obligation.
G) PROPERTY, PLANT AND EQUIPMENT
(i) Property
Property held for own use in the supply of services or for administrative purposes is stated at revalued amounts, being
the fair value at the date of revaluation which is determined by professional valuers, less subsequent depreciation for
buildings. Revaluations are performed with sufficient regularity such that the carrying amount does not differ materially
from that which would be determined using fair values at the reporting date. Any revaluation increase arising on the
revaluation of such property is recognised in other comprehensive income and credited to the revaluation reserve within
equity, except to the extent that it reverses a revaluation decrease for the same asset previously recognised. A decrease
on revaluation is charged as an expense to the Income Statement to the extent that it exceeds the balance, if any, held in
the revaluation reserve relating to previous revaluation of that asset.
The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales
proceeds and the carrying amount of the asset and is recognised in the Income Statement and any associated revaluation
surplus is transferred to retained earnings.
(ii) Computer equipment and fixtures and fittings
Computer equipment and fixtures and fittings are stated at cost less accumulated depreciation and accumulated
impairment losses.
(iii) Depreciation
Depreciation is provided in respect of computer equipment and fixtures and fittings, and is calculated in order to write off
the cost or valuation of the assets over their expected useful lives on a straight line basis over a three to ten year period.
Depreciation on assets under development commences when the assets are ready for their intended use.
Buildings are depreciated to their residual value over the useful economic life of the building, on a straight line basis.
Land is not depreciated.
The assets’ residual values, useful lives and methods of depreciation are reviewed at least each financial year end and
adjusted if appropriate.
The estimated useful lives of property, plant and equipment are as follows:
Buildings: 30 years
Computer equipment: 3-5 years
Fixtures and fittings: 10 years
H) POLICY ADMINISTRATION SYSTEM
The policy administration system is stated at cost less accumulated amortisation and accumulated impairment losses.
Amortisation is provided in respect of the policy administration system and is calculated in order to write off the costs incurred
to date, over its expected useful life which is determined to be 3.5 years on a straight line basis.
I) INTANGIBLE ASSETS
Intangible assets are stated at cost less accumulated amortisation and less any accumulated impairment losses. Intangible
assets comprise computer software and these assets are amortised on a straight line basis over a five year period.
142 FBD Holdings PLC Annual Report 2022
Financial Statements
Notes to the Financial Statements (continued)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
J) INVESTMENT PROPERTY
Investment property, which is property held to earn rentals and/or for capital appreciation, is recognised initially at cost and
stated at fair value at the reporting date being the value determined by qualified independent professional valuers. Gains or
losses arising from changes in the fair value are recognised in the Income Statement for the period in which they arise.
An investment property is derecognised upon disposal or when the investment property is permanently withdrawn from use
and no future economic benefits are expected. Any gain or loss arising on derecognition of the property (calculated as the
difference between the net disposal proceeds and the carrying amount of the asset) is included in the Income Statement for
the period in which the property is derecognised.
K) FINANCIAL INSTRUMENTS
Financial assets and financial liabilities are recognised in the Statement of Financial Position when the Group becomes a party
to the contractual provisions of the instrument.
The Group derecognises a financial asset only when the contractual rights to the cash flows of the asset expire, or when it
transfers the financial asset and substantially all the risks and rewards of the ownership of the asset to another entity. If the
Group neither transfers nor retains substantially all the risk and rewards of ownership and continues to control the transferred
asset, the Group recognises its retained interest in the asset and an associated liability to the extent of its continuing
involvement in the financial asset. If the Group retains substantially all the risks and rewards of ownership of a transferred
financial asset, the Group continues to recognise the financial asset.
The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or they
expire.
(i) Investments held for trading at fair value
Investments held for trading are stated at fair value and include quoted shares, quoted debt securities and collective
investment schemes. They are recognised on a trade date basis at fair value and are revalued at subsequent reporting
dates at fair value, using the closing bid price, with gains and losses being included in the Income Statement in the period
in which they arise.
Investments are held for trading if:
they have been acquired principally for the purpose of selling in the near future; or
they are part of an identified portfolio of financial instruments that the Group manages together and have a recent
actual pattern of short-term profit-making; or
they are derivatives that are not designated and effective as hedging instruments.
Investments other than investments held for trading may be designated at FVTPL (fair value through profit or loss) upon
initial recognition if:
such designation eliminates or significantly reduces a measurement or recognition inconsistency that would
otherwise arise; or
the investment forms part of a group of investments or financial liabilities or both, which is managed and its
performance is evaluated on a fair value basis, in accordance with the Group’s documented Investment Policy.
Financial assets at FVTPL are stated at fair value, with any gains or losses arising on remeasurement recognised in the
Income Statement. The net gain or loss recognised in the Consolidated Income Statement incorporates any dividend or
interest earned on the financial asset and is included in the ‘net investment return’ line item in the Income Statement.
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3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
K) FINANCIAL INSTRUMENTS (continued)
(ii) Available for sale investments
Available for sale investments include quoted debt securities and unquoted investments, and are stated at fair value
where fair value can be reliably measured. Fair value is calculated using closing bid prices. They are recognised on a trade
date basis at fair value, and are subsequently revalued at each reporting date to fair value, with gains and losses being
included directly in the Statement of Comprehensive Income until the investment is disposed of or determined to be
impaired, at which time the cumulative gain or loss previously recognised in the Statement of Comprehensive Income, is
included in the Income Statement for the year.
(iii) Loans
Loans are recognised on a trade date basis at fair value plus transaction costs and are subsequently measured at
amortised cost using the effective interest rate method. When it is not possible to estimate reliably the cash flows or the
expected life of a loan, the projected cash flows over the full term of the loan are used to determine fair value.
The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest
income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash
receipts through the expected life of the debt instrument, or, where appropriate, a shorter period, to the net carrying
amount at initial recognition.
(iv) Other receivables
Amounts arising out of direct insurance operations and other debtors are measured at initial recognition at fair value and
are subsequently measured at amortised cost, after recognising any impairment loss to reflect estimated irrecoverable
amounts.
Other receivables (Company only)
Other debtors are measured at initial recognition at fair value and are subsequently measured at amortised cost less
expected credit losses. Expected credit losses is a forward looking measure of impairment calculated on a probability of
credit losses basis.
(v) Deposits with banks
Term deposits with banks comprise cash held for the purpose of investment. Demand deposits with banks are held for
operating purposes and included in cash and cash equivalents. Deposits with banks are valued at amortised cost.
(vi) Subordinated debt
Subordinated debt issued by the Group comprise callable dated deferrable subordinated notes.
The financial liability is initially recognised at fair value of the subordinated notes net of costs. Subsequent to initial
recognition, the subordinated debt is measured at amortised cost using the effective interest rate method.
Interest and amortisation relating to the financial liability is recognised in the Income Statement.
Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts (Amendments to IFRS 4)
The Group applies the temporary exemption from IFRS 9 Financial Instruments, as defined in the amendment “Applying
IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts – IFRS 4 amendments” issued by the IASB in September
2016, in its consolidated financial statements. This amendment allows an entity to defer the implementation of IFRS 9 if
its activities are predominantly connected with insurance. As a result, the Group will continue to apply IAS 39, Financial
Instruments: Recognition and Measurement in its consolidated financial statements until the reporting period beginning
on 1 January 2023.
144 FBD Holdings PLC Annual Report 2022
Financial Statements
Notes to the Financial Statements (continued)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
K) FINANCIAL INSTRUMENTS (continued)
(vi) Subordinated debt (continued)
During 2018 the Group performed an assessment of the amendments and reached the conclusion that its activities were
predominantly connected with insurance as at 31 December 2015. The Group’s percentage of its gross liabilities from
contracts within the scope of IFRS 4 relative to its total liabilities at 31 December 2015 was 94.5% which is in excess of
the 90% threshold required by IFRS 4. There has been no significant change to the activities of the Group requiring
reassessment of the use of the temporary exemption from IFRS 9 to 31 December 2022.
IFRS 9 financial instruments deferral disclosures, as defined in IFRS 4, are included in note 37.
L) LEASES
(i) The Group as Lessor
Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease. Initial
direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset
and recognised on a straight-line basis over the operating lease term.
(ii) The Group as Lessee
A lease is defined as ‘a contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a
period of time in exchange for consideration’.
To apply this definition the Group assesses whether the contract meets three key evaluations which are whether:
the contract contains an identified asset, which is either explicitly identified in the contract or implicitly specified by
being identified at the time the asset is made available to the Group;
the Group has the right to obtain substantially all of the economic benefits from use of the identified asset
throughout the period of use, considering its rights within the defined scope of the contract the Group has the right to
direct the use of the identified asset throughout the period of use; and
The Group assess whether it has the right to direct ‘how and for what purpose’ the asset is used throughout the period
of use.
Measurement and recognition of leases as a lessee
At lease commencement date, the lease liability is measured at the present value of the remaining lease payments,
discounted using the Group’s incremental borrowing rate. The right of use asset is recognised as an amount equal to the
lease liability, adjusted for amount of any prepaid or accrued lease payments relating to the lease.
The Group depreciates the right of use assets on a straight-line basis from the lease commencement date to the earlier of
the end of the useful life of the right of use asset or the end of the lease term. The Group also assesses the right of use
assets for impairment when such indicators exist.
Lease payments included in the measurement of the lease liability are made up of fixed payments, variable payments
based on an index or rate, amounts expected to be payable under a residual value guarantee and payments arising from
options reasonably certain to be exercised. Subsequent to initial measurement, the liability will be reduced for payments
made and increased for interest. It is re-measured to reflect any reassessment or modification, or if there are changes in
in-substance fixed payments.
M) CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash on hand, demand deposits and money market funds with maturities of 3 months or
less held for the purpose of meeting short-term cash commitments rather than for investment or other purposes. Deposits
with banks and cash and cash equivalents are valued at amortised cost. The money market funds are valued at fair value
through profit and loss. .
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3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
N) TAXATION
Income tax expense or credit represents the sum of income tax currently payable and deferred income tax. Income tax
currently payable is based on taxable profit for the year. Taxable profit differs from profit before tax as reported in the
Consolidated Income Statement because it excludes items of income or expense that are taxable or deductible in other years
and further excludes items that are not taxable or deductible. The Group’s liability for income tax is calculated using rates that
have been enacted or substantively enacted at the reporting date. Income tax is recognised in the Income Statement except to
the extent that it relates to items recognised directly in equity.
Deferred income tax is provided, using the liability method, on all differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred income tax assets and
liabilities are measured at the tax rates that are expected to apply in the year when the asset is expected to be realised or the
liability to be settled.
Deferred tax assets are recognised for all deductible differences, carry forward of unused tax credits and unused tax losses, to
the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the
carry forward of unused tax credits and unused tax losses can be utilised. The carrying amount of deferred income tax assets is
reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit would be
available to allow all or part of the deferred income tax asset to be utilised.
Deferred taxation liabilities are recognised for taxable temporary differences arising on investments in subsidiaries except
where the Group is able to control the reversal of the temporary differences and it is probable that the temporary differences
will not reverse in the foreseeable future.
Deferred taxation assets and liabilities are offset when there is a legally enforceable right to set off current taxation assets
against current taxation liabilities and when they relate to income taxes levied by the same taxation authority and the Group
intends to settle on a net basis.
O) RETIREMENT BENEFITS
The Group provides either defined benefit or defined contribution retirement benefit schemes for the majority of its
employees.
(i) Defined benefit scheme
A full actuarial valuation of the scheme is undertaken every three years and is updated annually to reflect current
conditions in the intervening periods for the purposes of preparing the financial statements.
The liability or asset recognised in the Statement of Financial Position in respect of defined benefit
pension plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of
plan assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit
method. The present value of the defined benefit obligation is determined by discounting the estimated future cash
outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits
will be paid, and that have terms approximating to the terms of the related obligation. In countries where there is no
deep market in such bonds, the market rates on government bonds are used.
The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and
the fair value of plan assets. This cost is included in employee benefit expense in the Income Statement.
Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are
recognised in the period in which they occur, directly in other comprehensive income. They are included in retained
earnings in the Statement of Changes in Equity and in the Statement of Financial Position.
Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are
recognised immediately in the Income Statement as past service costs.
146 FBD Holdings PLC Annual Report 2022
Financial Statements
Notes to the Financial Statements (continued)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
O) RETIREMENT BENEFITS (continued)
(ii) Defined contribution schemes
Costs arising in respect of the Group’s defined contribution retirement benefit schemes are charged to the Income
Statement in line with the service received.
P) CURRENCY
For the purpose of the consolidated financial statements, the results and financial position of each Group company are
expressed in Euro, which is the functional currency of the Company, and the presentation currency for the consolidated
financial statements.
In preparing the financial statements of the individual companies, transactions in currencies other than the entity’s functional
currency (foreign currencies) are recognised at the rates of exchange prevailing on the dates of the transactions. At each
Statement of Financial Position date, monetary assets and liabilities that are denominated in foreign currencies are
retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign
currencies are translated at the rates prevailing at the date when the fair value was determined.
On consolidation, the assets and liabilities of the Group’s non Euro-zone operations are translated at exchange rates prevailing
on the reporting date. Income and expense items are translated at the average exchange rates for the period unless exchange
rates fluctuate significantly, in which case the exchange rates at the date of transactions are used. Exchange differences that
are classified as equity are transferred to the translation reserve. Such translation differences are recognised as income or
expense in the period in which the operation is disposed.
Q) SHARE-BASED PAYMENTS AND LONG TERM INCENTIVE PLANS
The Group operates a long-term incentive plan based on non-market vesting conditions. The fair value of the non-market
based awarded shares is determined with reference to the share price of the Group at the date of grant. The cost is expensed in
the Income Statement over the vesting period at the conclusion of which the employees become unconditionally entitled to
the shares once performance conditions are met. The corresponding amount to the expense is credited to a separate reserve
in the Statement of Financial Position. At each period end, the Group reviews its estimate of the number of shares that it
expects to vest and any adjustment relating to current and past vesting periods is brought to the Income Statement. The share
awards are all equity settled.
R) TREASURY SHARES
Where any group company purchases the Company’s equity share capital, the consideration paid is shown as a deduction from
ordinary shareholders’ equity. Consideration received on the subsequent sale or issue of treasury shares is credited to ordinary
shareholders’ equity. Treasury shares are excluded when calculating earnings per share.
S) IMPAIRMENT OF ASSETS
(i) Impairment of tangible and intangible assets
At each reporting date, the Group reviews the carrying amounts of its tangible and intangible assets to determine
whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the
recoverable amount of the asset is estimated to determine the extent of the impairment loss, if any. Where the asset
does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of
the cash generating unit to which the asset belongs.
The recoverable amount is the higher of the fair value less costs to sell and value in use. In assessing value in use, the
estimated future cash flows attributable to the asset (or cash-generating unit) are discounted to their present value using
a pre-taxation discount rate that reflects current market assessments of the time value of money and the risks specific to
the asset for which the estimates of future cash flows have not been adjusted.
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3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
S) IMPAIRMENT OF ASSETS (continued)
(i) Impairment of tangible and intangible assets (continued)
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the
carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is
recognised as an expense immediately, unless the relevant asset is carried at a revalued amount, in which case the
impairment loss is treated as a revaluation decrease.
Where a revaluation loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to
the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying
amount that would have been determined had no revaluation loss been recognised for the asset (or cash-generating unit)
in prior years. A reversal of a revaluation loss, other than in relation to goodwill, is recognised as income immediately,
unless the relevant asset is carried at a revalued amount, in which case the reversal of the revaluation loss is treated as a
revaluation increase.
(ii) Impairment of financial assets
Financial assets, other than those at FVTPL (fair value through profit or loss), are assessed for indicators of impairment at
each reporting date. Financial assets are impaired where there is objective evidence that, as a result of one or more
events that occurred after the initial recognition of the financial assets, the estimated future cash flows of the investment
have been impacted. For listed and unlisted equity investments classified as Available for Sale (“AFS”), a significant or
prolonged decline in the fair value of the security below its cost is considered to be objective evidence of impairment.
For all other financial assets, objective evidence of impairment could include:
significant financial difficulty of the issuer or counterparty; or
default or delinquency in interest or principal payments; or
it becoming probable that the borrower will enter bankruptcy or financial re-organisation.
For certain categories of financial asset, such as trade receivables, assets that are assessed not to be impaired
individually are, in addition, assessed for impairment on a collective basis.
For financial assets carried at amortised cost, the amount of the impairment is 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 a financial asset is directly reduced by the impairment loss for all financial assets.
When an AFS financial asset is considered to be impaired, cumulative gains or losses previously recognised in the
Statement of Comprehensive Income are reclassified to the Income Statement in the period.
With the exception of AFS equity instruments, 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, the previously
recognised impairment loss is reversed through the Income Statement, to the extent that the carrying amount of the
investment at the date the impairment is reversed does not exceed what the amortised cost would have been had the
impairment not been recognised.
In respect of AFS equity securities, impairment losses previously recognised in the Consolidated Income Statement are
not reversed through the Income Statement. Any increase in fair value subsequent to an impairment loss is recognised in
the Statement of Comprehensive Income.
148 FBD Holdings PLC Annual Report 2022
Financial Statements
Notes to the Financial Statements (continued)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
T) OTHER FINANCIAL SERVICES INCOME
Other financial services income comprises interest on instalment premiums which is recognised on an effective interest
method and other financial services income as detailed in accounting policy (D).
U) CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS IN APPLYING ACCOUNTING POLICIES
The principal accounting policies adopted by the Group are set out on pages 130 to 150. In the application of these accounting
policies, the Directors are required to make judgements, estimates and assumptions about the carrying amount of assets and
liabilities that are not readily apparent from other sources. The key source of judgement and estimation in the preparation of
the financial statements are detailed below. The judgements and estimates and associated assumptions are based on
historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The judgements and estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
judgements and estimates are recognised in the period in which the judgement or estimate is revised if the revision affects only
that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The following are the critical judgements and estimates that the Directors have made in the process of applying the Group’s
accounting policies and that have the most significant effect on the amounts recognised in the financial statements.
Critical accounting estimates and judgements in applying accounting policies
In the application of the Group’s accounting policies, the Directors are required to make judgements, estimates and
assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The key
judgements and the key sources of estimation uncertainty that have the most significant effect on the amounts recognised in
the financial statements are detailed below. The estimates and associated assumptions are based on historical experience and
other factors that are considered to be relevant. The estimates and underlying assumptions are reviewed on an ongoing basis
and actual results may differ from these estimates.
Claims provisions
Claims provisions represent the estimation of the cost of claims outstanding under insurance contracts written. Actuarial
techniques, based on statistical analysis of past experience, are used to calculate the estimated cost of claims outstanding at
the period end.
Also included in the estimation of outstanding claims are factors such as the potential for inflation and the potential impact of
the Personal Injuries Guidelines. Provisions for more recent claims make use of techniques that incorporate expected loss
ratios and average claims cost (adjusted for inflation) and frequency methods. The average claims cost and frequency methods
are particularly relevant when calculating the ultimate cost of claims for the 2022 accident year.
FBD have agreed settlements with two of the four publicans in the Business Interruption Test Case. A reasoned ruling is due in
the second quarter of 2023 from the Judge which is anticipated will provide certainty in respect of outstanding issues and assist
in reaching an agreement with the remaining two publicans. Should the ruling provide this clarity, this will enable payment of
the balance of the claims due to publicans in 2023.
FBD has now received information from almost 700 public house policyholders in order to assess the claims and has been
making interim payments based on these assessments. The continued increase in data provides more certainty in respect to a
number of assumptions underlying the best estimate of the Business Interruption losses and will improve as the particulars of
more claims are received.
The calculations are particularly sensitive to the estimation of the ultimate cost of claims for the particular classes of business
and the estimation of future claims handling costs. Actual claims experience may differ from the assumptions on which the
actuarial best estimate is based and the cost of settling individual claims may exceed that assumed.
As a result of the uncertainties noted, the Group sets provisions at a margin above the actuarial best estimate, inclusive of an
amount specifically allocated to the Business Interruption estimate.
149
Strategic Report Environmental, Social & Governance Financial Statements Other Information
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
U) CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS IN APPLYING ACCOUNTING POLICIES
(continued)
Reinsurance assets
The Group spends substantial sums to purchase reinsurance protection from third parties and substantial claims recoveries
from these reinsurers are included in the Statement of Financial Position at the reporting date. A reinsurance asset (reinsurers’
share of claims outstanding and provision for unearned premium) is recognised to reflect the amount estimated to be
recoverable under the reinsurance contracts in respect of the outstanding claims reported under insurance liabilities. The
amount recoverable from reinsurers is initially valued on the same basis as the underlying claims provision. The amount
recoverable is reduced when there is an event arising after the initial recognition that provides objective evidence that the
Group may not receive all amounts due under the contract and the event has a reliably measurable impact on the expected
amount that will be recoverable from the reinsurer.
To minimise default exposure, the Group’s policy is that all reinsurers should have a credit rating of A- or better or have
provided alternative satisfactory security.
The actual amount recovered from reinsurers is sensitive to the same uncertainties as the underlying claims. To the extent
that the underlying claim settles at a lower or higher amount than that assumed this will have a direct influence on the
associated reinsurance asset.
The uncertainty in respect of the reinsurance asset for Business Interruption has reduced considerably as the application of the
reinsurance contract has been agreed with reinsurers for the expected impacted layers of the catastrophe program.
Uncertainties in impairment testing
As at the reporting date it was noted that the market capitalisation, that is the quoted share price multiplied by the number of
ordinary shares in issue, was lower than the Shareholders’ Funds as per the Consolidated Statement of Financial Position.
There are a large number of factors driven by market conditions that can influence the market capitalisation of a company
which include but are not limited to factors such as shares being traded less frequently. The market capitalisation being below
net assets is considered to be an external indicator of impairment and creates a necessity to make a formal estimate of
recoverable amount to test whether any actual impairment exists. For tangible and intangible assets, the recoverable amount
of an asset is the higher of its value in use or its fair value less costs to sell.
In the case of the Property, Plant and Equipment (excluding Owner Occupied Property which is held at revalued amount),
policy administration system, Intangible Assets and Right of Use Assets there is no reliable estimate of the price at which an
orderly transaction to sell the assets would take place and there are no direct cash-flows expected from the individual assets.
These assets are an integral part of the FBD General Insurance business, therefore, the smallest group of assets that can be
classified as a cash generating unit is the FBD General Insurance business.
The Value in Use cash flow projections are based on the budget 2023 figures and the five year strategic projections approved by
the Board in quarter four 2022. The 2028 figures are extrapolated assuming the performance in 2028 is in line with 2027. The
time period of six years used in the cash flow projections is less than the weighted average remaining useful life of the assets in
the FBD General Insurance business being assessed. This projection and plan refresh represent management’s best estimate
of future underwriting profits and fee income for FBD.
General Insurance business projections factors in both past experience as well as expected future outcomes relative to market
data and the strategy adopted by the Board. The underlying assumptions of these forecasts include average premium, number
of policies written, claims frequency, claims severity, weather experience, commission rates, fee income charges and
expenses. The average growth rate used for 2023 is 6% followed by a 2% growth rate for 2024-2027. The growth rate is
assumed to be flat for later years. Future cash flows are discounted using an estimated weighted average cost of capital
(WACC) of 10.2% which is considered a reasonable estimate following the recent increase in risk free rates
150 FBD Holdings PLC Annual Report 2022
Financial Statements
Notes to the Financial Statements (continued)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
U) CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS IN APPLYING ACCOUNTING POLICIES
(continued)
Sensitivity analysis was performed on the projections to allow for possible variations in the amount of the future cash flows and
potential discount rate changes. The sensitivities include climate change scenarios run for the ORSA modelling, delayed
benefits from the Judicial Council Guidelines, additional inflation in claims settlements, reduced growth rates and positive
impacts of new initiatives.
The level of headroom has increased year on year, and in all scenarios run, the value in use of the cash generating unit
exceeded the carrying value of the assets, demonstrating that no reasonably possible change in key assumptions would result
in an impairment of the assets. The largest reduction in the level of headroom was from a climate change scenario.
4 SEGMENTAL INFORMATION
(a) Operating segments
The principal activities of the Group are underwriting of general insurance business and financial services.
For management purposes, the Group is organised in two operating segments - underwriting and financial services. These two
segments are the basis upon which information is reported to the chief operating decision maker, the Group Chief Executive,
for the purpose of resource allocation and assessment of segmental performance. Discrete financial information is prepared
and reviewed on a regular basis for these two segments.
The following is an analysis of the Group’s revenue and results by reportable segments.
2022 Underwriting
Financial
services Total
€000s €000s €000s
Revenue 398,410 7,985 406,395
Investment return (10,413) (10,413)
Finance costs (2,559) (2,559)
Profit before taxation 72,423 1,300 73,723
Income taxation charge (8,621) (648) (9,269)
Profit after taxation 63,802 652 64,454
Other information
Capital additions 7,026 7,026
Impairment of other assets (1,290) (1,290)
Depreciation/amortisation 13,239 13,239
Statement of Financial Position
Segment assets 1,446,056 26,935 1,472,991
Segment liabilities 1,040,565 6,715 1,047,280
Included above in the current period is a net non-cash impairment charge relating to property held for own use and revaluation
loss relating to investment property of €1,290,000 (2021: revaluation loss of €59,000).
151
Strategic Report Environmental, Social & Governance Financial Statements Other Information
4 SEGMENTAL INFORMATION (continued)
(a) Operating segments (continued)
2021 Underwriting
Financial
services Total
€000s €000s €000s
Revenue 379,356 7,305 386,661
Investment return 15,679 15,679
Finance costs (2,545) (2,545)
Profit before taxation 109,268 1,167 110,435
Income taxation charge (13,017) (1,009) (14,026)
Profit after taxation 96,251 158 96,409
Other information
Capital additions 8,545 8,545
Impairment of other assets (59) (59)
Depreciation/amortisation (18,012) (18,012)
Statement of Financial Position
Segment assets 1,556,680 23,328 1,580,008
Segment liabilities 1,098,654 6,049 1,104,703
The accounting policies of the reportable segments are the same as the Group accounting policies. Segment profit represents
the profit earned by each segment. Central administration costs and Directors’ salaries are allocated based on actual activity.
Income taxation is a direct cost of each segment.
In monitoring segment performance and allocating resources between segments:
All assets are allocated to reportable segments. Assets used jointly by reportable segments are allocated on the basis of
activity by each reportable segment; and
All liabilities are allocated to reportable segments. Liabilities for which reportable segments are jointly liable are allocated
in proportion to segment assets.
152 FBD Holdings PLC Annual Report 2022
Financial Statements
Notes to the Financial Statements (continued)
4 SEGMENTAL INFORMATION (continued)
(a) Operating segments (continued)
An analysis of the Group’s revenue by product is as follows:
2022 2021
€000s €000s
Direct insurance – motor 182,117 182,233
Direct insurance – fire and other damage to property 119,680 109,402
Direct insurance – liability 75,601 69,387
Direct insurance – interest and other revenue 15,521 13,028
Direct insurance – other 5,491 5,306
Financial services income - revenue from contracts with customers 3,173 2,930
Financial services income - other financial services revenue 4,812 4,375
Total revenue 406,395 386,661
The Group’s customer base is diverse and it has no reliance on any major customer. Insurance risk is not concentrated on any
one area or on any one line of business.
See below written premiums, earned premiums, incurred claims including claims handling expense, and other underwriting
expenses split by product lines within the underwriting segment.
2022 2021
Gross Ceded Net Gross Ceded Net
€000s €000s €000s €000s €000s €000s
(i) Written premiums
Motor 182,117 (17,317) 164,800 182,233 (16,596) 165,637
Fire and other damage to property 119,680 (16,464) 103,216 109,402 (10,453) 98,949
Liability 75,601 (5,811) 69,790 69,387 (5,222) 64,165
Miscellaneous 5,491 (424) 5,067 5,306 (381) 4,925
382,889 (40,016) 342,873 366,328 (32,652) 333,676
Included in the gross premium written balance of €382,889,000 (2021: €366,328,000) are premium rebate provision releases
of -€466,000 (2021: rebate provisions of €3,347,000) relating to reduced insurance exposure as a result of Covid-19
restrictions.
153
Strategic Report Environmental, Social & Governance Financial Statements Other Information
4 SEGMENTAL INFORMATION (continued)
(a) Operating segments (continued)
2022 2021
Gross Ceded Net Gross Ceded Net
€000s €000s €000s €000s €000s €000s
(ii) Earned premiums
Motor 181,421 (17,208) 164,213 184,724 (15,955) 168,769
Fire and other damage to property 114,237 (16,347) 97,890 107,144 (10,416) 96,728
Liability 74,613 (5,811) 68,802 69,105 (5,222) 63,883
Miscellaneous 5,373 (424) 4,949 5,248 (381) 4,867
375,644 (39,790) 335,854 366,221 (31,974) 334,247
2022 2021
Gross Ceded Net Gross Ceded Net
€000s €000s €000s €000s €000s €000s
(iii) Incurred claims including
claims handling expenses
Motor 65,868 2,650 68,518 73,868 (3,455) 70,413
Fire and other damage to property 49,376 (483) 48,893 96,637 (79,003) 17,634
Liability 23,124 852 23,976 32,163 (2,034) 30,129
Miscellaneous 4,315 105 4,420 5,419 (57) 5,362
142,683 3,124 145,807 208,087 (84,549) 123,538
Net claims and benefits of €145,807,000 includes positive prior year reserve development of €48,300,000. The increase from
prior year is due to higher frequency and inflationary impacts in Motor Damage and Property claims. Positive prior year reserve
development came from attritional reserve development, large claims releases and a reduction in the Business Interruption
reserve.
2022 2021
Gross Ceded Net Gross Ceded Net
€000s €000s €000s €000s €000s €000s
(iv) Other underwriting expenses
Motor 47,703 (2,407) 45,296 48,370 (2,253) 46,117
Fire and other damage to property 31,348 (1,332) 30,016 29,038 (1,084) 27,954
Liability 19,802 (546) 19,256 18,417 (488) 17,929
Miscellaneous 1,438 (44) 1,394 1,408 (39) 1,369
100,291 (4,329) 95,962 97,233 (3,864) 93,369
(b) Geographical segments
The Group’s operations are located in Ireland.
154 FBD Holdings PLC Annual Report 2022
Financial Statements
Notes to the Financial Statements (continued)
4 SEGMENTAL INFORMATION (continued)
(c) Underwriting result
2022 2022 2021 2021
€000s €000s €000s €000s
Earned premiums, net of reinsurance
Gross premium written 382,889 366,328
Reinsurance premiums (40,016) (32,652)
Net premium written 342,873 333,676
Change in provision for unearned premium
Gross amount (7,245) (107)
Reinsurers’ share 226 678
Change in net provision for unearned premium (7,019) 571
Net premium earned 335,854 334,247
Claims paid, net of recoveries from reinsurers
Claims paid:
Gross amount (188,333) (188,338)
Reinsurers’ share 55,277 12,060
Claims paid, net of recoveries from reinsurers (133,056) (176,278)
Change in provision for claims
Gross amount 59,972 (6,340)
Reinsurers’ share (58,401) 72,489
Change in insurance liabilities, net of reinsurance 1,571 66,149
Claims handling expenses (14,322) (13,409)
Net claims and benefits (145,807) (123,538)
Movement in other provisions (8,403) (22,143)
Management expenses (96,021) (92,308)
Deferred acquisition costs 3,061 1,380
Gross management expenses (92,960) (90,928)
Reinsurers share of expenses 4,329 3,864
Broker commissions payable (7,331) (6,305)
Net operating expenses (95,962) (93,369)
Underwriting result 85,682 95,197
155
Strategic Report Environmental, Social & Governance Financial Statements Other Information
4 SEGMENTAL INFORMATION (continued)
(c) Underwriting result (continued)
The Group’s Reinsurance Policy dictates that all of the Group’s reinsurers must have a credit rating of A- or better, or provide
alternative satisfactory security. The impact of buying reinsurance was a charge to the Consolidated Income Statement of
€38,583,000 (2021: credit of €56,024,000).
(d) Underwriting management expenses
2022 2021
€000s €000s
Employee benefit expense 51,881 46,410
Rent, rates, insurance and maintenance 6,598 6,016
Depreciation 2,348 3,121
Amortisation 10,891 14,891
Other 24,303 21,870
Total underwriting management expenses 96,021 92,308
(e) Financial services and other costs
2022 2021
€000s €000s
Employee benefit expense 3,816 3,398
Rent, rates, insurance and maintenance 627 615
Other 2,242 2,125
Total financial services and other costs 6,685 6,138
5 NET INVESTMENT RETURN
2022 2021
€000s €000s
Actual return
Interest and similar income 10,988 8,607
Net income from investment properties 193 543
Realised movements on investments (2,179) 7,918
Dividend income 12 13
Revaluation of investment properties (1,003) (996)
Unrealised movements on financial investments (18,424) (406)
Total investment return (10,413) 15,679
By classification of investment
Cash & cash equivalents/Deposits with banks 68 (386)
Investments held for trading (14,772) 10,422
Investment properties (807) 130
Available for sale investments 5,098 5,513
Total investment return (10,413) 15,679
156 FBD Holdings PLC Annual Report 2022
Financial Statements
Notes to the Financial Statements (continued)
6 PROFIT BEFORE TAXATION
2022 2021
€000s €000s
Profit before taxation has been stated after charging:
Depreciation and amortisation 13,239 18,012
The remuneration of the Directors is disclosed in the audited section of the Report on Directors’ Remuneration on pages 89 to
106. These disclosures form an integral part of the financial statements.
7 INFORMATION RELATING TO AUDITORS’ REMUNERATION
An analysis of fees payable to the statutory audit firm is as follows:
2022 2021
Company Group Company Group
€000s €000s €000s €000s
Description of service
Audit of statutory financial statements 138 574 69 429
Other assurance services 133 121
Total auditors remuneration 138 707 69 550
Fees payable by the Company are included with the fees payable by the Group in each category.
In 2022 and 2021, other assurance services relate to Solvency II audit which are prescribed under legislation or regulation, the
audit of the defined contribution pension scheme and MIBI certificate.
8 STAFF COSTS AND NUMBERS
The average number of persons employed by the Group was as follows:
2022 2021
No. No.
Underwriting 906 894
Financial services 27 25
Total 933 919
2022 2021
The aggregate employee benefit expense was as follows: €000s €000s
Wages and salaries 53,808 47,583
Social welfare costs 5,654 4,983
Pension costs 4,188 4,494
Share based payments 2,681 2,650
Total employee benefit expense 66,331 59,710
157
Strategic Report Environmental, Social & Governance Financial Statements Other Information
9 LEASES
Leases held are property leases for office space for the Group’s branches and leases for computer equipment. The Group holds
a number of property leases with remaining terms ranging from one to twenty-two years. None of the Group’s leases have
options for extensions or to purchase. There are no contingent rents payable and all lease payments are fixed and at market
rates. Additional information on the Group’s leases is detailed below:
Right of use assets
2022 2021
€000s €000s
Balance at 1 January 5,078 5,635
Additions 233
Depreciation charge for the year (788) (790)
Balance at 31 December 4,290 5,078
Lease liabilities
2022 2021
Maturity analysis - contractual undiscounted cash flows €000s €000s
Less than one year (955) (961)
One to five years (2,830) (3,279)
More than five years (1,824) (2,278)
Total undiscounted lease liabilities at 31 December (5,609) (6,518)
Contractual discounted cash flows
Current (807) (806)
Non - current (3,793) (4,543)
Lease liabilities included in the statement of financial position at 31 December (4,600) (5,349)
2022 2021
Amounts recognised in profit or loss €000s €000s
Depreciation charge on right of use assets (included in Other underwriting expenses) (788) (790)
Interest on lease liabilities (included in Other underwriting expenses) (216) (236)
Expenses related to short-term leases (included in Other underwriting expenses) (50) (50)
Income from sub-leasing right of use assets (included in Other financial services income) 79 79
Total cash outflows recognised in the period in relation to leases were €965,000 (2021: €962,000).
158 FBD Holdings PLC Annual Report 2022
Financial Statements
Notes to the Financial Statements (continued)
10 INCOME TAXATION CHARGE
2022 2021
€000s €000s
Irish corporation taxation charge (8,654) (14,149)
Adjustments in respect of prior financial years 83 17
Current taxation charge (8,571) (14,132)
Deferred taxation (charge)/credit (698) 106
Income taxation charge (9,269) (14,026)
The taxation charge in the Consolidated Income Statement is higher (2021: higher) than the standard rate of corporation
taxation in Ireland. The differences are explained below:
2022 2021
€000s €000s
Profit before taxation 73,723 110,435
Corporation taxation charge at standard rate of 12.5% (2021: 12.5%) 9,215 13,804
Effects of:
Non-taxable income/unrealised gains/losses or expenses not deductible for tax
purposes 24 (159)
Higher rates of taxation on other income 113 101
Adjustments in respect of prior years (83) 280
Income taxation charge 9,269 14,026
Taxation as a percentage of profit before taxation 12.6% 12.7%
In addition to the amount charged to the Consolidated Income Statement, the following taxation amounts have been
recognised directly in the Consolidated Statement of Comprehensive Income:
2022 2021
€000s €000s
Deferred taxation on:
Actuarial movement on retirement benefit obligations 284 (35)
Property held for own use revaluation (2) (230)
Movement on available for sale investments 11,268 1,525
Total income taxation credit recognised directly in the Consolidated Statement of
Comprehensive Income 11,550 1,260
11 PROFIT FOR THE YEAR (COMPANY ONLY)
The Company’s profit for the financial year determined in accordance with IFRS, as adopted by the European Union, is
€36,974,000 (2021 loss: €35,000). The Company’s other comprehensive loss for the financial year is €326,000 (2021 other
comprehensive loss: €10,000).
In accordance with section 304 of the Companies Act 2014 the Company is availing of the exemption from presenting its
individual Income Statement to the AGM and from filing it with the Registrar of Companies.
159
Strategic Report Environmental, Social & Governance Financial Statements Other Information
12 EARNINGS PER €0.60 ORDINARY SHARE
The calculation of the basic and diluted earnings per share attributable to the ordinary shareholders is based on the following
data:
2022 2021
Earnings €000s €000s
Profit for the year for the purpose of basic earnings per share 64,172 96,127
Profit for the year for the purpose of diluted earnings per share 64,172 96,127
2022 2021
Number of shares No. No.
Weighted average number of ordinary shares for the purpose of basic earnings
per share (excludes treasury shares) 35,507,806 35,138,959
Weighted average number of ordinary shares for the purpose of diluted earnings
per share (excludes treasury shares) 36,424,983 35,930,762
Cent Cent
Basic earnings per share 181 274
Diluted earnings per share 176 268
The ‘A’ ordinary shares of €0.01 each that are in issue have no impact on the earnings per share calculation. See note 21 for a
description of the ‘A’ ordinary shares.
The below table reconciles the profit attributable to the parent entity for the year to the amounts used as the numerators in
calculating basic and diluted earnings per share for the year and the comparative year including the individual effect of each
class of instruments that affects earnings per share:
2022 2021
€000s €000s
Profit attributable to the parent entity for the year 64,454 96,409
2022 dividend of 8.4 cent (2021: 8.4 cent) per share on 14% non-cumulative
preference shares of €0.60 each (113) (113)
2022 dividend of 4.8 cent (2021: 4.8 cent) per share on 8% non-cumulative
preference shares of €0.60 each (169) (169)
Profit for the year for the purpose of calculating basic and diluted earnings 64,172 96,127
The below table reconciles the weighted average number of ordinary shares used as the denominator in calculating basic
earnings per share to the weighted average number of ordinary shares used as the denominator in calculating diluted earnings
per share including the individual effect of each class of instruments that affects earnings per share:
2022 2021
No. No.
Weighted average number of ordinary shares for the purposes of calculating basic
earnings per share 35,507,806 35,138,959
Potential vesting of share based payments 917,177 791,803
Weighted average number of ordinary shares for the purposes of calculating diluted
earnings per share 36,424,983 35,930,762
160 FBD Holdings PLC Annual Report 2022
Financial Statements
Notes to the Financial Statements (continued)
13 PROPERTY, PLANT AND EQUIPMENT
Property held
for own use
Computer
Equipment
Fixtures &
Fittings Total
€000s €000s €000s €000s
Cost or valuation
At 1 January 2021 24,224 99,188 24,839 148,251
Additions 187 961 1,148
Assets under development 125 125
At 31 December 2021 24,224 99,500 25,800 149,524
Additions 309 744 1,053
Assets under development 235 235
At 31 December 2022 24,224 100,044 26,544 150,812
Comprising:
At cost 100,044 26,544 126,588
At valuation 24,224 24,224
At 31 December 2022 24,224 100,044 26,544 150,812
Property held
for own use
Computer
Equipment
Fixtures &
Fittings Total
Accumulated depreciation and revaluation €000s €000s €000s €000s
At 1 January 2021 8,659 94,027 20,480 123,166
Depreciation charge for the year 116 2,235 770 3,121
Revaluation through the income statement (937) (937)
Revaluation through the statement of
comprehensive income (4) (4)
At 31 December 2021 7,834 96,262 21,250 125,346
Depreciation charge for the year 124 1,460 854 2,438
Impairment through the income statement 287 287
Revaluation through the statement of
comprehensive income (5) (5)
At 31 December 2022 8,240 97,722 22,104 128,066
Carrying amount
At 31 December 2022 15,984 2,321 4,440 22,745
At 31 December 2021 16,390 3,238 4,550 24,178
161
Strategic Report Environmental, Social & Governance Financial Statements Other Information
13 PROPERTY, PLANT AND EQUIPMENT (continued)
Property held for own use
Properties held for own use at 31 December 2022 and 2021 were valued at fair value which is determined by independent
external professional surveyors CB Richard Ellis, Valuation Surveyors. CB Richard Ellis confirm that the properties have been
valued in accordance with RICS Valuation – Global Standards 2017 (Red Book) incorporating the IVSC International Valuation
Standards issued June 2017.
In carrying out the valuation of the properties, CB Richard Ellis have considered the impact of sustainability factors on the
properties, including physical/climate risk.
The valuation report states that the valuations have been prepared on the basis of “Market Value” which is defined in the report
as “the estimated amount for which an asset or liability should exchange on valuation date between a willing buyer and a willing seller
in an arm’s-length transaction, after proper marketing where the parties had each acted knowledgeably, prudently and without
compulsion”. The report also states that the market value “has been primarily derived using comparable recent market transactions
on arm’s length terms”.
The Directors believe that the market value, determined by independent professional valuers is not materially different to fair
value.
Had the property been carried at historical cost less accumulated depreciation and accumulated revaluation losses, their
carrying amount would have been as follows:
2022 2021
€000s €000s
Property held for own use 14,123 14,235
Fair value hierarchy disclosures required by IFRS13 Fair Value Measurement have been included in note 17, Financial
Instruments and Fair Value Measurement.
14 POLICY ADMINISTRATION SYSTEM
The most significant investment by the Group in recent years is in its underwriting policy administration system. The Group’s
policy administration system, TIA, is the principal operating and core technology platform of the business.
Policy Admin
System
Cost €000s
At 1 January 2021 62,587
Additions 4,685
At 1 January 2022 67,272
Additions 4,566
At 31 December 2022 71,838
162 FBD Holdings PLC Annual Report 2022
Financial Statements
Notes to the Financial Statements (continued)
14 POLICY ADMINISTRATION SYSTEM (continued)
Accumulated amortisation €000s
At 1 January 2021 25,866
Amortisation charge for the year* 13,424
At 1 January 2022 39,290
Amortisation charge for the year* 8,865
At 31 December 2022 48,155
Carrying amount
At 31 December 2022 23,683
At 31 December 2021 27,982
*During the annual review of the useful economic life of the policy administration system, the useful life of items of the system developed
in the earlier years of the project have been re-estimated, this has resulted in accelerated amortisation of €2,460,000 in 2022 (2021:
€5,884,000).
The additions to the policy administration system in 2022 are split 76% internally generated assets and 24% externally
generated assets (2021: 74% internally generated assets and 26% externally generated assets).
The amortisation charge for the year is included in ‘Other underwriting expenses’ in the Consolidated Income Statement.
15 INTANGIBLE ASSETS
Cost:
Computer
Software
€000s
At 1 January 2021 5,927
Additions 2,712
Assets under development 2,686
At 31 December 2021 11,325
Additions 1,407
Assets under development 5,580
At 31 December 2022 18,312
Accumulated amortisation:
At 1 January 2021 827
Amortisation charge for the year 1,467
At 31 December 2021 2,294
Amortisation charge for the year 1,936
At 31 December 2022 4,230
Carrying amount
At 31 December 2022 14,082
At 31 December 2021 9,031
163
Strategic Report Environmental, Social & Governance Financial Statements Other Information
15 INTANGIBLE ASSETS (continued)
The additions during 2022 to Intangible Assets are split 36% internally generated assets and 64% externally generated assets
(2021: 28% internally generated assets and 72% externally generated assets).
Assets under development at 31 December 2022 relate to investment in digital and cloud based applications. These assets are
expected to be operational in Q2 2023.
The amortisation charge for the year is included in ‘Other underwriting expenses’ in the Consolidated Income Statement.
16 INVESTMENT PROPERTY
2022 2021
Fair value of investment property €000s €000s
At 1 January 16,055 17,051
Net gains or losses from fair value adjustments (1,003) (996)
At 31 December 15,052 16,055
Investment property includes a commercial rental property in Dublin City Centre and an immaterial holding of agricultural
land in the United Kingdom.
The investment property held for rental in Ireland was valued at fair value at 31 December 2022 and at 31 December 2021 by
independent external professional valuers, CB Richard Ellis, Valuation Surveyors. The valuation was prepared in accordance
with RICS Valuation – Global Standards 2017 (Red Book) incorporating the IVSC International Valuation Standards issued June
2017. The valuers confirm that they have sufficient current local and national knowledge of the particular property market
involved and have the skills and understanding to undertake the valuations competently.
In carrying out the valuation of the properties, CB Richard Ellis have considered the impact of sustainability factors on the
properties, including physical/climate risk.
The valuation statement received from the external professional valuers state that the valuations have been prepared on the
basis of “Market Value” which they define as “the estimated amount for which a property should exchange on the date of valuation
between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing wherein the parties had each acted
knowledgeably, prudently and without compulsion”.
The Directors believe that market value, determined by independent external professional valuers, is not materially different
to the fair value.
There was a net decrease in the fair value in 2022 of €1,003,000 (2021 decrease: €996,000).
The rental income earned by the Group from its investment properties amounted to €722,493 (2021: €1,044,104). Direct
operating costs associated with investment properties amounted to €573,730 (2021: €501,099).
The historical cost of investment property is as follows:
2022 2021
€000s €000s
Historical cost at 1 January 22,053 22,053
Refurbishment costs
Disposal of investment property
Historical cost at 31 December 22,053 22,053
164 FBD Holdings PLC Annual Report 2022
Financial Statements
Notes to the Financial Statements (continued)
16 INVESTMENT PROPERTY (continued)
2022 2021
Maturity analysis - undiscounted non-cancellable operating lease receivables €000s €000s
Less than one year 579 733
One to five years 2,315 2,315
More than five years 1,254 1,833
Maturity analysis - undiscounted non-cancellable operating lease receivables 4,148 4,881
Fair value hierarchy disclosures required by IFRS13 Fair Value Measurement have been included in note 17, Financial
Instruments and Fair Value Measurement.
17. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENT
(a) Financial Instruments
2022 2021
€000s €000s
Financial Assets
At Amortised Cost:
Deposits with banks 10,000
Cash and cash equivalents 105,793 164,479
Loans 580 577
Other receivables 58,307 58,047
At fair value:
Available for sale investments 834,994 893,715
Investments held for trading 132,965 137,547
Cash and cash equivalents 56,605
Financial Liabilities
At Amortised Cost:
Payables 46,327 41,657
Subordinated debt (note 26) 49,662 49,603
Lease liabilities 4,600 5,349
165
Strategic Report Environmental, Social & Governance Financial Statements Other Information
17. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENT (continued)
(b) Fair value measurement
The following table compares the carrying value of financial instruments not held at fair value with the fair value of those
assets and liabilities:
2022
Fair value
€000s
2022
Carrying value
€000s
Assets
Loans 696 580
Liabilities
Subordinated debt 46,129 49,662
2021
Fair value
€000s
2021
Carrying value
€000s
Assets
Loans 693 577
Liabilities
Subordinated debt 54,341 49,603
The exemption from disclosing the fair value of short term receivables has been availed of.
Certain assets and liabilities are measured in the Statement of Financial Position at fair value using a fair value hierarchy of
valuation inputs. The following table provides an analysis of assets and liabilities that are measured subsequent to initial
recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable.
Level 1 Fair value measurements derived from quoted prices (unadjusted) in active markets for identical assets or liabilities.
Available for sale investments – quoted debt securities are fair valued using latest available closing bid price.
Collective investment schemes, held for trading (Level 1) are valued using the latest available closing NAV of the
fund.
Level 2 Fair value measurements derived from inputs other than quoted prices included within Level 1 that are observable
for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3 Fair value measurements derived from valuation techniques that include inputs for the asset or liability that are not
based on observable market data (unobservable inputs). Valuation techniques used are outlined below;
Collective investment schemes held for trading (Infrastructure and Senior Private Debt funds) are valued using the
most up-to-date valuations calculated by the fund administrator allowing for any additional investments made up
until year end.
AFS unquoted investments securities are classified as Level 3 as they are not traded in an active market. Various
valuation techniques are used to derive the value of the underlying assets such as adjusting the net asset valuation
and determining the valuation for suitable listed proxy assets.
Investment property and property held for own use were fair valued by independent external professional valuers
at year end. Group occupied properties have been valued on a vacant possession basis applying hypothetical
10-year leases and assumptions of void and rent free periods, market rents, capital yields and purchase costs
which are derived from comparable transactions and adjusted for property specific factors as determined by the
valuer. Group investment properties have been valued using the investment method based on the long leasehold
interest in the subject property, the contracted values of existing tenancies, assumptions of void and rent free
periods and market rents for vacant lots, and capital yields and purchase costs which are derived from comparable
transactions and adjusted for property specific factors as determined by the valuer. Please refer to note 13 and
note 16 for further details.
166 FBD Holdings PLC Annual Report 2022
Financial Statements
Notes to the Financial Statements (continued)
17. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENT (continued)
(b) Fair value measurement (continued)
Level 1 Level 2 Level 3 Total
2022 €000s €000s €000s €000s
Assets
Investment property 15,052 15,052
Property held for own use 15,984 15,984
Financial assets
Cash and cash equivalents 56,605 56,605
Investments held for trading – collective
investment schemes 105,419 27,546 132,965
AFS investments - quoted debt securities 833,865 833,865
AFS investments - unquoted investments 1,129 1,129
Total assets 995,889 59,711 1,055,600
Total liabilities
Level 1 Level 2 Level 3 Total
2021 €000s €000s €000s €000s
Assets
Investment property 16,055 16,055
Property held for own use 16,390 16,390
Financial assets
Investments held for trading – collective
investment schemes 123,661 13,886 137,547
AFS investments - quoted debt securities 892,495 892,495
AFS investments - unquoted investments 1,220 1,220
Total assets 1,016,156 47,551 1,063,707
Total liabilities
167
Strategic Report Environmental, Social & Governance Financial Statements Other Information
17. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENT (continued)
(b) Fair value measurement (continued)
A reconciliation of Level 3 fair value measurement of financial assets is shown in the table below:
2022 2021
€000s €000s
At 1 January 47,551 42,159
Transfers-in
Additions 12,349 4,522
Disposals (544)
Revaluation/(impairment) (62) 1,531
Unrealised loss recognised in the Consolidated Income Statement (127) (117)
At 31 December 59,711 47,551
The Directors review the inputs to assess fair value measurement at least annually to determine the appropriate level to be
disclosed. A sensitivity analysis of the Level 3 assets is completed in note 36(f).
18 DEFERRED ACQUISITION COSTS
The movements in deferred acquisition costs during the financial year were:
2022 2021
€000s €000s
At 1 January 35,458 34,079
Additions 77,194 71,302
Recognised in the Consolidated Income Statement (74,132) (69,923)
At 31 December 38,520 35,458
All deferred acquisition costs are expected to be recovered within one year from 31 December 2022.
19 OTHER RECEIVABLES
2022 2021
€000s €000s
Policyholders 40,906 39,645
Intermediaries 5,132 5,107
Other debtors 6,006 7,088
Accrued interest and rent 182
Prepayments and accrued income 6,081 6,207
Total other receivables 58,307 58,047
The Directors have performed an impairment review of the receivables arising out of direct insurance operations and no
objective evidence came to their attention that an impairment exists. There is no significant concentration of risk in
receivables arising out of direct insurance operations or any other activities.
The Directors consider that the carrying amount of receivables is approximate to their fair value. All receivables are due within
one year and none are past due.
168 FBD Holdings PLC Annual Report 2022
Financial Statements
Notes to the Financial Statements (continued)
20 CASH AND CASH EQUIVALENTS
2022 2021
€000s €000s
Short term deposits 80,661 151,023
Money market fund 56,605
Cash in hand 25,132 13,456
Total cash and cash equivalents 162,398 164,479
21 CALLED UP SHARE CAPITAL PRESENTED AS EQUITY
2022 2021
Number €000s €000s
(i) Ordinary shares of €0.60 each
Authorised:
At the beginning and the end of the year 51,326,000 30,796 30,796
Issued and fully paid:
At the beginning of the year 35,461,206 21,277 21,277
Issued during the year 290,078 174
At the end of the year 35,751,284 21,451 21,277
(ii) ‘A’ Ordinary shares of €0.01 each
Authorised:
At the beginning and the end of the year 120,000,000 1,200 1,200
Issued and fully paid:
At the beginning and the end of the year 13,169,428 132 132
Total – issued and fully paid 21,583 21,409
The ‘A’ ordinary shares of €0.01 each are non-voting. They are non-transferable except only to the Company. Other than a right
to a return of paid up capital of €0.01 per ‘A’ ordinary share in the event of a winding up, the ‘A’ ordinary shares have no right to
participate in the capital or the profits of the Company.
The holders of the two classes of non-cumulative preference shares rank ahead of the two classes of ordinary shares in the
event of a winding up (see note 23). Before any dividend can be declared on the ordinary shares of €0.60 each, the dividend on
the non-cumulative preference shares must firstly be declared or paid.
The number of ordinary shares of €0.60 each held as treasury shares at the beginning of the year (and the maximum number
held during the year) was 164,005 (2021: 408,744). No ordinary shares were re-issued from treasury shares during the year
under the FBD Performance Plan. The number of ordinary shares of €0.60 each held as treasury shares at the end of the year
was 164,005 (2021: 164,005). This represented 0.5% (2021: 0.5%) of the shares of this class in issue and had a nominal value
of €98,403 (2021: €98,403). There were no ordinary shares of €0.60 each purchased by the Company during the year.
The weighted average number of ordinary shares of €0.60 each in the earnings per share calculation has been reduced by the
number of such shares held in treasury.
All issued shares have been fully paid.
169
Strategic Report Environmental, Social & Governance Financial Statements Other Information
22 CAPITAL RESERVES
(a) GROUP
Share
premium
Capital
conversion
reserve
Capital
redemption
reserve
Share-based
payment
reserve Total
€000s €000s €000s €000s €000s
Balance at 1 January 2021 5,540 1,627 4,426 13,163 24,756
Recognition of share-based payments 2,650 2,650
Balance at 31 December 2021 5,540 1,627 4,426 15,813 27,406
Issue of ordinary shares* 2,669 (2,564) 105
Recognition of share-based payments 2,681 2,681
Balance at 31 December 2022 8,209 1,627 4,426 15,930 30,192
(b) COMPANY
Share
premium
Capital
conversion
reserve
Capital
redemption
reserve
Share-based
payment
reserve Total
€000s €000s €000s €000s €000s
Balance at 1 January 2021 5,540 1,627 4,426 13,163 24,756
Recognition of share-based payments 2,650 2,650
Balance at 31 December 2021 5,540 1,627 4,426 15,813 27,406
Issue of ordinary shares* 2,669 (2,564) 105
Recognition of share-based payments 2,681 2,681
Balance at 31 December 2022 8,209 1,627 4,426 15,930 30,192
*In April 2022 new ordinary shares were allotted to employees of FBD Holdings plc as part of the performance share awards scheme in
2019. A total of 290,078 ordinary shares were issued at a nominal value of €0.60 each. The adjustment to ordinary share capital was
€174,000. The movement on the capital reserves of €105,000 relates to the share premium reserve movement of €2,669,000 net of
share based payments reserve movement of €2,564,000. The adjustment to retained earnings was €279,000.
The capital conversion reserve arose on the redenomination of Company’s ordinary shares, 14% non-cumulative preference
shares and 8% non-cumulative preference shares of IR£0.50 each into ordinary shares, 14% non-cumulative preference
shares and 8% non-cumulative preference shares of 63.4869 cent. Each such share was then renominalised to an ordinary or
a non-cumulative preference share of €0.60, an amount equal to the reduction in the issued share capital being transferred to
the capital conversion reserve fund.
Capital redemption reserve arose on the buyback and cancellation of issued share capital.
Share-based payment reserve arose on the recognition of share-based payments.
170 FBD Holdings PLC Annual Report 2022
Financial Statements
Notes to the Financial Statements (continued)
23 PREFERENCE SHARE CAPITAL
2022 2021
Number €000s €000s
Authorised:
At the beginning and the end of the year
14% Non-cumulative preference shares of €0.60 each 1,340,000 804 804
8% Non-cumulative preference shares of €0.60 each 12,750,000 7,650 7,650
8,454 8,454
Issued and fully paid:
At the beginning and the end of the year
14% Non-cumulative preference shares of €0.60 each 1,340,000 804 804
8% Non-cumulative preference shares of €0.60 each 3,532,292 2,119 2,119
2,923 2,923
The rights attaching to each class of share capital are set out in the Company’s Articles of Association. In the event of the
Company being wound up, the holders of the 14% non-cumulative preference shares rank ahead of the holders of the 8%
non-cumulative preference shares, who in turn, rank ahead of the holders of both the ‘A’ ordinary shares of €0.01 each and the
holders of the ordinary shares of €0.60 each.
171
Strategic Report Environmental, Social & Governance Financial Statements Other Information
24 CLAIMS OUTSTANDING
(a) Gross Claims Outstanding 2022
Prior
years 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Total
€000s €000s €000s €000s €000s €000s €000s €000s €000s €000s €000s €000s
Estimate of cumulative claims:
At end of underwriting year
245,007 307,517 302,581 253,962 247,145 252,435 219,244 371,639 231,182 229,063
One year later
236,839 342,422 304,108 235,972 223,322 235,902 198,195 382,653 205,077
Two years later
266,183 344,123 326,052 220,376 205,505 212,647 171,925 350,970
Three years later
260,580 333,544 318,467 206,578 196,235 205,963 165,867
Four years later
257,859 326,714 288,395 192,022 192,624 197,649
Five years later
244,922 318,943 275,014 190,739 184,485
Six years later
243,163 312,800 272,800 188,484
Seven years later
237,930 309,499 262,201
Eight years later
235,748 307,778
Nine years later
232,776
Ten years later
Estimate of cumulative claims
232,776 307,778 262,201 188,484 184,485 197,649 165,867 350,970 205,077 229,063
Cumulative payments
(226,849) (285,909) (225,724) (158,303) (143,726) (137,608) (101,411) (154,050) (106,456) (72,182)
Claims outstanding at
31 December 2022:
28,652 5,927 21,869 36,477 30,181 40,759 60,041 64,456 196,920 98,621 156,881 740,784
Claims outstanding at
31 December 2021:
34,749 11,371 27,383 56,974 37,663 56,834 78,619 79,506 252,057 165,600 800,756
Movement during year
(6,097) (5,444) (5,514) (20,497) (7,482) (16,075) (18,578) (15,050) (55,137) (66,979) 156,881 (59,972)
172 FBD Holdings PLC Annual Report 2022
Financial Statements
Notes to the Financial Statements (continued)
24 CLAIMS OUTSTANDING (continued)
(b) Net Claims Outstanding 2022
Prior
years 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Total
€000s €000s €000s €000s €000s €000s €000s €000s €000s €000s €000s €000s
Estimate of cumulative claims:
At end of underwriting year
228,819 256,663 270,279 228,107 212,750 228,501 206,343 265,748 196,617 171,745
One year later
217,098 292,223 274,000 219,905 199,086 216,210 192,984 226,319 172,847
Two years later
243,373 295,223 284,636 205,320 186,058 203,584 168,282 255,204
Three years later
237,733 290,243 275,909 190,732 180,938 199,302 162,122
Four years later
233,750 283,929 262,801 184,554 177,332 187,195
Five years later
226,331 275,559 256,358 182,570 170,189
Six years later
224,386 271,945 253,755 179,666
Seven years later
221,848 267,236 244,210
Eight years later
219,272 265,036
Nine years later
216,014
Ten years later
Estimate of cumulative claims
216,014 265,036 244,210 179,666 170,189 187,195 162,122 255,204 172,847 171,745
Cumulative payments
(209,932) (243,654) (209,508) (148,735) (134,714) (132,672) (101,420) (152,574) (85,596) (28,527)
Claims outstanding at
31 December 2022
27,040 6,082 21,382 34,702 30,931 35,475 54,523 60,702 102,630 87,251 143,218 603,936
Claims outstanding at
31 December 2021
32,318 11,815 27,417 54,144 39,063 50,463 76,835 75,854 96,285 141,313 605,507
Movement during the year
(5,278) (5,733) (6,035) (19,442) (8,132) (14,988) (22,312) (15,152) 6,345 (54,062) 143,218 (1,571)
173
Strategic Report Environmental, Social & Governance Financial Statements Other Information
24 CLAIMS OUTSTANDING (continued)
(b) Net Claims Outstanding 2022 (continued)
Full provision, net of reinsurance recoveries, is made at the reporting date for the estimated cost of claims incurred but not
settled, including claims incurred but not yet reported and expenses to be incurred after the reporting date in settling those
claims. The Group takes all reasonable steps to ensure that it has appropriate information regarding notified claims and uses
this information when estimating the cost of those claims.
The Group uses estimation techniques, based on statistical analysis of past experience, to calculate the estimated cost of
claims outstanding at the year end. It is assumed that the development pattern of the current claims will be consistent with
previous experience. Allowance is made, however, for any changes or uncertainties that may cause the cost of unsettled
claims to increase or reduce. These changes or uncertainties may arise from issues such as the effects of inflation, changes in
the mix of business or the legal environment.
At each reporting date, liability adequacy tests are performed to ensure the adequacy of the insurance liabilities. In performing
these tests, current best estimates of future cash flows and claims handling and administration expenses are used. Any
deficiency is immediately recognised in the Consolidated Income Statement.
Details regarding the Business Interruption claims provision and reinsurance assets are included in note 3 (U).
(c) Reconciliation of claims outstanding
Gross Net
€000s €000s
Balance at 1 January 2021 794,416 671,656
Change in provision for claims 6,340 (66,149)
Balance at 31 December 2021 800,756 605,507
Change in provision for claims (59,972) (1,571)
Balance at 31 December 2022 740,784 603,936
(d) Reconciliation of provision for unearned premium
The following changes have occurred in the provision for unearned premium during the year:
2022 2021
€000s €000s
Balance at 1 January 184,648 184,541
Net premium written 342,873 333,676
Net premium earned (335,854) (334,247)
Changes in provision for unearned premium – reinsurers’ share 226 678
Provision for unearned premium at 31 December 191,893 184,648
174 FBD Holdings PLC Annual Report 2022
Financial Statements
Notes to the Financial Statements (continued)
24 CLAIMS OUTSTANDING (continued)
(e) Reconciliation of reinsurance assets
Claims
outstanding
Unearned
premium
reserve
€000s €000s
Balance at 1 January 2021 122,760 1,033
Movement during year 72,489 678
Balance at 31 December 2021 195,249 1,711
Movement during year (58,401) 226
Balance at 31 December 2022 136,848 1,937
25 OTHER PROVISIONS
Consequential
Payments
Premium
Rebates
MIICF
Contribution MIBI Levy Total
€000s €000s €000s €000s €000s
Balance at 1 January 2021 2,027 3,609 6,431 12,067
Provided in the year* 13,153 3,347 3,645 5,345 25,490
Net amounts paid (11,208) (4,153) (3,609) (5,095) (24,065)
Balance at 31 December 2021 1,945 1,221 3,645 6,681 13,492
Provided in the year* 10 (466) 3,642 4,751 7,937
Net amounts paid (689) (243) (3,645) (5,237) (9,814)
Balance at 31 December 2022 1,266 512 3,642 6,195 11,615
*Premium rebates of -€466,000 (2021: €3,347,000) are included in Gross premium written in the Consolidated Income Statement.
Consequential Payments, MIICF and MIBI amounts of €8,403,000 (2021: €22,143,000) are included in Movement in other provisions
in the Consolidated Income Statement.
Consequential Payments
This is the best estimate of the Consequential Payments provision in respect of the Financial Services and Pensions
Ombudsman decisions during 2021. The Board approved a consequential payment provision in line with the Central Bank of
Ireland Business Interruption Insurance Supervisory Framework following decisions from the Financial Services and Pensions
Ombudsman in respect of Business Interruption customer complaints. In 2022, €689,000 had been settled (2021:
€11,208,000) and there is a remaining provision of €1,266,000 at the end of 2022.
Premium Rebates
FBD committed to rebating Motor policy premiums and certain elements of Commercial policy premiums to reflect the
changing claims environment and enforced restrictions as a result of the Covid-19 pandemic. There was a release of premium
rebates of €466,000 in the year (2021: provision of €3,347,000). There is a remaining provision of €512,000 at the end of
2022.
MIICF Contribution
The Group’s contribution to the Motor Insurers’ Insolvency Compensation Fund “MIICF” for 2022 is based on 2% of its Motor
Gross Written Premium. Payment is expected to be made in the first half of 2023.
175
Strategic Report Environmental, Social & Governance Financial Statements Other Information
25 OTHER PROVISIONS (continued)
MIBI Levy
The Group’s share of the Motor Insurers’ Bureau of Ireland “MIBI” levy for 2022 is based on its estimated market share in the
current year at the Statement of Financial Position date. Payments of the total amount provided is paid in equal instalments
throughout the year.
26 SUBORDINATED DEBT
2022 2021
€000s €000s
Balance at 1 January 49,603 49,544
Amortised during the year 59 59
Balance at 31 December 49,662 49,603
The amount relates to €50,000,000 Callable Dated Deferrable Subordinated Notes due in 2028. The coupon rate on the notes
is 5%. Finance costs recognised in the Consolidated Income Statement total €2,559,000 in 2022 (2021: €2,545,000). Finance
costs are made up of interest costs associated with the subordinated notes totalling €2,500,000 (2021: €2,500,000) which
were incurred and recognised in the year, amortisation in the year of €59,000 (2021: €59,000) and adjusted for accrued
amounts at each year end, €nil in 2022 (€2021: -14,000).
27 RETIREMENT BENEFIT SURPLUS
Defined Contribution Pension
The Group operates a defined contribution retirement benefit plans for qualifying employees who opt to join. The assets of the
plans are held separately from those of the Group in funds under the control of Trustees. The Group recognised an expense of
€3,937,874 (2021: €4,146,739) relating to these pension schemes during the year ended 31 December 2022.
Defined Benefit Pension
The Group also operates a legacy funded defined benefit retirement pension scheme for certain qualifying employees. This
scheme was closed to new members in 2005 and closed to future accrual in 2015. The defined benefit pension scheme is
administered by a separate Trustee Company that is legally separated from the entity. The Trustee Company, who is
responsible for ensuring compliance with the Pensions Act 1990 and other relevant legislation, is composed of an independent
Trustee and representatives from both the employers and current and former employees. The Trustees are required by law and
by its Articles of Association to act in the interest of the fund and of all relevant stakeholders in the scheme, i.e. deferred
members, retirees and employers. They are responsible for the investment policy with regard to the assets of the scheme.
Under the defined benefit pension scheme, qualifying members are entitled to retirement benefits of 1/60th of final salary for
each year of service on attainment of a retirement age of 65. A full actuarial valuation of the defined benefit pension scheme
was carried out as at 1 July 2022. This valuation was carried out using the projected unit credit method. The minimum funding
standard was updated to 31 December 2022 by the schemes’ independent and qualified actuary. This confirms that the
Scheme continues to satisfy the minimum funding standard. The next full actuarial valuation of the scheme is expected to be
completed no later than as at 1 July 2025.
The long-term investment objective of the Trustees and the Group is to limit the risk of the assets failing to meet the liabilities
of the scheme over the long term, and to maximise returns consistent with an acceptable level of risk so as to control the
long-term costs of the scheme. To meet these objectives, the scheme’s assets are primarily invested in bonds with a smaller
level of investment in diversified growth funds and property. These reflect the current long-term asset allocation ranges,
having regard to the structure of liabilities within the scheme. The scheme typically exposes the Group to actuarial risks such
as: investment risk, interest rate risk and longevity risk.
176 FBD Holdings PLC Annual Report 2022
Financial Statements
Notes to the Financial Statements (continued)
27 RETIREMENT BENEFIT SURPLUS (continued)
(a) Assumptions used to calculate scheme liabilities
2022 2021
% %
Inflation rate 2.40 1.90
Pension payment increase 0.00 0.00
Discount rate 3.60 1.10
(b) Mortality Assumptions
2022 2021
Years Years
The average life expectancy of current and future retirees used in the scheme at age 65
is as follows:
Male 23.3 21.9
Female 25.4 24.3
When taking into account members who have not yet retired and those who are currently in receipt of pensions, the weighted
average duration of the expected benefit payments from the scheme is circa 15 years.
As required by IAS 19 disclosures; the discount rate is set by reference to yields available at 31 December 2022 on high quality
corporate bonds having regard to the duration of the schemes liabilities. The actual return on the scheme assets for the year
was a loss of €21,824,000 (2021: loss of €4,165,000).
(c) Consolidated Income Statement
2022 2021
€000s €000s
Charged to Consolidated Income Statement:
Service cost: employer’s part of current service cost 371 402
Net interest credit (121) (54)
Charge to Consolidated Income Statement 250 348
Charges to the Consolidated Income Statement have been included in other underwriting expenses and financial services and
other costs.
177
Strategic Report Environmental, Social & Governance Financial Statements Other Information
27 RETIREMENT BENEFIT SURPLUS (continued)
(d) Analysis of amount recognised in Group Statement of Comprehensive Income
2022 2021
€000s €000s
Remeasurements in the year due to:
– Changes in financial assumptions (22,480) (5,484)
– Changes in demographic assumptions 1,492
– Experience adjustments on benefit obligations 386 520
Actual return less interest on scheme assets 22,874 4,684
Total amount recognised in OCI before taxation 2,272 (280)
Deferred taxation debit 284 35
Actuarial gain net of deferred taxation 2,556 (245)
(e) History of experience gains and losses
2022 2021 2020 2019 2018
€000s €000s €000s €000s €000s
Present value of defined benefit obligations 62,671 86,693 94,927 93,958 83,434
Fair value of plan assets 71,170 97,594 105,776 102,681 96,378
Net pension asset (8,499) (10,901) (10,849) (8,723) (12,944)
Experience (losses)/gains on scheme liabilities (386) (520) 1,031 (1,120) 999
Total amount recognised in OCI before taxation (2,272) 280 2,326 (4,236) 3,232
The cumulative charge to the Consolidated Statement of Comprehensive Income is €104,472,000 (2021: €102,200,000).
(f) Assets in scheme at market value
2022 2021
€000s €000s
Managed bond funds - fair value at quoted prices 50,816 77,510
Managed unit trust funds - fair value at quoted prices 4,852 5,177
Managed infrastructure fund - fair value at unquoted prices 6,883 5,917
Managed dividend growth fund - fair value at quoted prices 4,319 4,844
Managed opportunities fund - fair value at quoted prices 2,473 2,777
Cash deposits and other - at amortised cost 1,827 1,369
Scheme assets 71,170 97,594
Actuarial value of liabilities (62,671) (86,693)
Net pension surplus 8,499 10,901
The assets are part of unitised funds which have a broad geographical and industry type spread with no significant
concentration in any one geographical or industry type.
178 FBD Holdings PLC Annual Report 2022
Financial Statements
Notes to the Financial Statements (continued)
27 RETIREMENT BENEFIT SURPLUS (continued)
(g) Movement in net surplus during the year
2022 2021
€000s €000s
Net surplus in scheme at 1 January 10,901 10,849
Current service cost (371) (402)
Employer contributions 120 120
Interest on scheme liabilities (929) (465)
Interest on scheme assets 1,050 519
Total amount recognised in OCI before taxation (2,272) 280
Net surplus at 31 December 8,499 10,901
(h) Movement on assets and liabilities
2022 2021
€000s €000s
Assets
Assets in scheme at 1 January 97,594 105,776
Actual return less interest on scheme assets (22,874) (4,684)
Employer contributions 120 120
Interest on scheme assets 1,050 519
Benefits paid (4,720) (4,137)
Assets in scheme at 31 December 71,170 97,594
Liabilities
Liabilities in scheme at 1 January 86,693 94,927
Experience gains and losses on scheme liabilities 386 520
Changes in financial assumptions (22,480) (5,484)
Changes in demographic assumptions 1,492
Current service cost 371 402
Interest on scheme liabilities 929 465
Benefits paid (4,720) (4,137)
Liabilities in scheme at 31 December 62,671 86,693
The sensitivities regarding the principal assumptions used to measure the scheme liabilities are as follows:
A 1% increase in the discount rate would reduce the value of the scheme liabilities by €7.0 million. A 1% reduction in the
discount rate would increase the value of the scheme liabilities by €8.7 million.
A 1% increase in inflation would increase the value of the scheme liabilities by €2.0 million.
A 1% reduction in inflation would reduce the value of the scheme liabilities by €1.7 million.
The effect of assuming all members of the scheme will live one year longer would increase the scheme’s liabilities by
€1.8 million.
The current best estimate of 2023 contributions to be made by the Group to the pension fund is €0.2million
(2022: €0.1million).
179
Strategic Report Environmental, Social & Governance Financial Statements Other Information
28 DEFERRED TAXATION
Retirement
benefit
surplus
Unrealised
gains on
investments
& loans
Revaluation
surplus on
investment
properties
Losses
carried
forward
Other
timing
differences Total
€000s €000s €000s €000s €000s €000s
At 1 January 2021 1,360 2,208 1,387 (827) (1) 4,127
Debited/(credited) to the
Consolidated Statement of
Comprehensive Income 35 (1,525) 230 (1,260)
(Credited)/debited to the
Consolidated Income
Statement (32) 417 (491) (106)
At 31 December 2021 1,363 683 1,387 (410) (262) 2,761
Debited/(credited) to the
Consolidated Statement of
Comprehensive Income (284) (11,268) 2 (11,550)
(Credited)/debited to the
Consolidated Income
Statement (18) 81 635 698
At 31 December 2022 1,061 (10,585) 1,387 (329) 375 (8,091)
A deferred taxation asset of €329,000 (2021: €410,000) has been recognised in respect of losses carried forward. The
Directors have considered and are satisfied that the deferred taxation asset will be fully recoverable against future taxable
profits.
29 PAYABLES
(a) GROUP
2022 2021
€000s €000s
Amounts falling due within one year:
Payables and accruals 38,788 30,218
PAYE/PRSI 1,681 1,654
Payables arising out of direct insurance operations 5,858 9,785
Total payables 46,327 41,657
(b) COMPANY
2022 2021
€000s €000s
Amounts falling due within one year:
Payables and accruals 2,579 2,354
Total payables 2,579 2,354
180 FBD Holdings PLC Annual Report 2022
Financial Statements
Notes to the Financial Statements (continued)
30 DIVIDENDS
2022 2021
€000s €000s
Paid during year:
2021 dividend of 8.4 cent (2020: 0.0 cent) per share on 14% non-cumulative
preference shares of €0.60 each 113
2021 dividend of 4.8 cent (2020: 0.0 cent) per share on 8% non-cumulative
preference shares of €0.60 each 169
2021 final dividend of 100.0 cent (2020: 0.0 cent) per share on ordinary shares of
€0.60 each 35,588
Total dividends paid 35,870
2022 2021
€000s €000s
Proposed:
2022 dividend of 8.4 cent (2021: 8.4 cent) per share on 14% non-cumulative
preference shares of €0.60 each 113 113
2022 dividend of 4.8 cent (2021: 4.8 cent) per share on 8% non-cumulative
preference shares of €0.60 each 169 169
2022 final dividend of 100.0 cent (2021: 100.0 cent) per share on ordinary
shares of €0.60 each 35,588 35,297
Total dividends proposed 35,870 35,579
The proposed dividend excludes any amounts due on outstanding share awards as at 31 December 2022 that are due to vest in
April 2023 and is subject to approval by shareholders at the Annual General Meeting to be held on 11 May 2023. The proposed
dividend has not been included as a liability in the Consolidated Statement of Financial Position as at 31 December 2022.
31 PRINCIPAL SUBSIDIARIES
(a) Subsidiaries Nature of Operations % Owned
FBD Insurance plc General insurance underwriter 100%
FBD Insurance Group Limited General insurance, life assurance, investment
services and pensions broker
100%
FBD Corporate Services Limited Employee services company 100%
The Registered Office of each of the above subsidiaries is at FBD House, Bluebell, Dublin 12.
All shareholdings are in the form of ordinary shares.
The financial year end for the Group’s principal subsidiaries is 31 December.
The Group has carried out an impairment assessment of the parent company’s investment in subsidiaries which indicated that
no impairment of this asset was required.
FBD Holdings plc is an Irish registered public limited company. The Company’s ordinary shares of €0.60 each are listed on
Euronext Dublin and the UK Listing Authority and are traded on both Euronext Dublin and London Stock Exchange.
All individual subsidiary’s financial statements are prepared in accordance with FRS 102, the financial reporting standard
applicable in the UK and Republic of Ireland with the exception of FBD Insurance plc whose financial statements are prepared
in accordance with International Financial Reporting Standards (“IFRSs”) adopted by the European Union, in preparation for
the adoption of IFRS 17 Insurance Contracts from 1 January 2023 by the Group.
181
Strategic Report Environmental, Social & Governance Financial Statements Other Information
32 CAPITAL COMMITMENTS
There are no capital commitments at the financial year end (2021: €nil).
33 CONTINGENT LIABILITIES AND CONTINGENT ASSETS
There were no contingent liabilities or contingent assets at either 31 December 2022 or 31 December 2021.
34 SHARE-BASED PAYMENTS
FBD Group Performance Share Plan
Conditional awards of ordinary shares are made under the FBD Group Performance Share Plan (“LTIP”). The LTIP was last
approved by the shareholders of FBD Holdings plc at the 2018 AGM. Conditional awards are solely based on non-market
conditions. The extent to which the non-market conditions have been met and any award (or part of an award) has therefore
vested will be determined in due course by the Remuneration Committee of the Board of FBD Holdings plc. Further detail on
the LTIP is available within the Report on Directors’ Remuneration on pages 89 to 106.
Accounting charge for share based payments
Grant date
Number
outstanding
at 1 January
2022
Granted
during
year Dividends Outperformance
Forfeited
during
year
Vested
during
year
Number
outstanding
at 31
December
2022
Performance
Period
Earliest
vesting
date
25.03.2019 LTIP
227,479 14,080 55,200 (6,681) (290,078) 2019-2021 Mar-22
24.04.2020 LTIP
315,622 (9,299) 306,323 2020-2022 Apr-23
25.03.2021 LTIP
368,544 (8,242) 360,302 2021-2023 Mar-24
06.04.2022 LTIP
252,639 252,639 2022-2024 Mar-25
Total
911,645 252,639 14,080 55,200 (24,222) (290,078) 919,264
Grant date
Vesting
period
(years)
Number
outstanding at
31 December
2022
% of shares
expected
to vest
Share price
at grant
date
Fair value
of share
award at
grant date 2022 2021
% €000s €000s
23.08.2018 LTIP 3 125% 10.80 10.80 565
25.03.2019 LTIP 3 125% 8.79 8.79 112 961
24.04.2020 LTIP 3 306,323 83% 6.12 6.12 1,037 378
25.03.2021 LTIP 3 360,302 83% 6.89 6.89 827 746
06.04.2022 LTIP 3 252,639 93% 9.90 9.90 705
Total 919,264 2,681 2,650
During the financial year 290,078 shares of the March 2019 award vested, with a value of €2,843,000.
The Directors estimate 83% of the April 2020 awards will vest, 83% of the March 2021 awards will vest and 93% of the April
2022 awards will vest.
182 FBD Holdings PLC Annual Report 2022
Financial Statements
Notes to the Financial Statements (continued)
35 TRANSACTIONS WITH RELATED PARTIES
Farmer Business Developments plc and FBD Trust Company Ltd have a substantial shareholding in the Group at 31 December
2022. Details of their shareholdings and related party transactions are set out in the Report of the Directors on page 66.
Both companies have subordinated debt investment in the Group. Farmer Business Developments holds a €21.0m investment
and FBD Trust Ltd holds a €12.0m investment. During 2022 interest payments of €1.1m and €0.6m were made to Farmer
Business Developments and FBD Trust respectively. Please refer to note 26 for further details.
At 31 December 2022 the intercompany balances with other subsidiaries was €5,867,000 (2021: €3,739,000).
For the purposes of the disclosure requirements of IAS 24, the term “key management personnel” (i.e. those persons having
authority and responsibility for planning, directing and controlling the activities of the Group) comprises the Board of Directors
and Company Secretary of FBD Holdings plc and the Group’s primary subsidiary, FBD Insurance plc and the members of the
Executive Management Team.
The remuneration of key management personnel (“KMP”) during the year was as follows:
2022 2021
€000s €000s
Short term employee benefits
1
4,730 4,131
Post-employment benefits 275 262
Share based payments 1,386 1,346
Charge to the Consolidated Income Statement 6,391 5,739
1
Short term benefits include fees to Non-Executive Directors, salaries and other short-term benefits to all key management personnel.
Full disclosure in relation to the 2022 and 2021 compensation entitlements and share awards of the Board of Directors is
provided in the Report on Directors’ Remuneration.
At 31 December 2022 KMP had loans to the value of €19,085 with the Group (December 2021: €18,000). KMP loans with the
Group did not exceed these values at any stage during the year.
In common with all shareholders, Directors received payments/distributions related to their holdings of shares in the
Company during the year, amounting in total to €49,939 (2021: €nil).
36 FINANCIAL RISK MANAGEMENT
(a) Capital Management Risk
The Group is committed to managing its capital to ensure it is adequately capitalised at all times and to maximise returns to
shareholders. The capital of the Group comprises of issued capital, reserves and retained earnings as detailed in notes 21 to
23. The Group has an Investment Committee, a Pricing & Underwriting Committee, a Capital Management Forum, an Audit
Committee, a Reserving Committee and Board and Executive Risk Committees, all of which assist the Board in the
identification and management of exposures and capital.
The Group maintained its capital position and complied with all regulatory solvency margin requirements throughout both the
year under review and the prior year. In 2022, the Group maintained its Solvency Capital Requirement (SCR) coverage above
its target range of 150-170% of SCR.
An experienced Actuarial team is in place with policies and procedures to ensure that Technical Provisions are calculated in an
appropriate manner and represent a best estimate. Technical Provisions are internally peer reviewed every quarter, audited
once a year and subject to external peer review every two years.
An approved Reinsurance Programme is in place to minimise the solvency impact of Catastrophe events to the Group.
183
Strategic Report Environmental, Social & Governance Financial Statements Other Information
36 FINANCIAL RISK MANAGEMENT (continued)
(a) Capital Management Risk (continued)
The annual ORSA provides a comprehensive view and understanding of the risks to which the Group is exposed or could face in
the future and how they translate into capital needs or alternatively require mitigation actions.
The Chief Financial Officer is responsible for consideration of the implications for the capital position as part of the strategic
planning process and key strategic decision-making and for ensuring appropriate action is taken as approved by the Board/
Chief Executive Officer/relevant committee.
On at least an annual basis, a target range for its SCR Ratio, developed as part of the annual planning/budgeting process, is
approved by the Board as part of the Risk Appetite Statements in the Risk Appetite Framework.
The Group also devotes considerable resources to managing its relationships with the providers of capital within the capital
markets, for example, existing and potential shareholders, financial institutions, stockbrokers and corporate finance houses.
(b) Liquidity risk
The Group is exposed to daily calls on its cash resources, mainly for claims payments. The Group manages liquidity risk by
continuously monitoring forecast and actual cash flows and ensuring that the maturity profile of its financial assets is well
matched to the maturity profile of its liabilities and maintaining a minimum cash amount available on short term access at all
times.
The following tables provide an analysis of assets and liabilities into their relevant maturity groups based on the remaining
period to contractual maturity. The contracted value below is the undiscounted cash flow.
Carrying
value
total
Contracted
Value
Cashflow
within
1 year
Cashflow
1-5 years
Cashflow
after
5 years
Assets – 2022 €000s €000s €000s €000s €000s
Available for sale investments 834,994 961,566 132,461 634,652 194,453
Investments held for trading 132,965 132,965 105,419 27,546
Deposits 10,000 10,020 10 10,010
Reinsurance assets 138,785 138,785 84,390 48,087 6,308
Loans and receivables 58,887 58,886 58,886
Cash and cash equivalents 162,398 162,398 162,398
Total 1,338,029 1,464,620 543,564 692,749 228,307
Liabilities – 2022
Insurance contract liabilities 932,677 932,677 405,808 442,253 84,616
Payables 46,327 46,327 46,327
Other provisions 11,615 11,615 11,615
Subordinated bond* 49,662 65,000 2,500 10,000 52,500
Total 1,040,281 1,055,619 466,250 452,253 137,116
*See note 26
184 FBD Holdings PLC Annual Report 2022
Financial Statements
Notes to the Financial Statements (continued)
36 FINANCIAL RISK MANAGEMENT (continued)
(b) Liquidity risk (continued)
Carrying
value
total
Contracted
Value
Cashflow
within
1 year
Cashflow
1-5 years
Cashflow
after
5 years
Assets – 2021 €000s €000s €000s €000s €000s
Available for sale investments 893,715 904,983 186,080 490,641 228,262
Investments held for trading 137,547 137,547 123,661 13,886
Reinsurance assets 196,960 196,960 124,363 66,604 5,993
Loans and receivables 58,624 58,624 58,624
Cash and cash equivalents 164,479 164,479 164,479
Total 1,451,325 1,462,593 657,207 557,245 248,141
Liabilities – 2021
Insurance contract liabilities 985,404 985,404 422,486 473,404 89,514
Payables 41,657 41,657 41,657
Other provisions 13,492 13,492 13,492
Subordinated bond* 49,603 67,500 2,500 10,000 55,000
Total 1,090,156 1,108,053 480,135 483,404 144,514
*See note 26
(c) Market risk
The Group has invested in term deposits, listed debt securities, investment property and externally managed collective
investment schemes which provide exposure to a broad range of asset classes. These investments are subject to market risk,
whereby the value of the investments may fluctuate as a result of changes in market prices, changes in market interest rates or
changes in the foreign exchange rates of the currency in which the investments are denominated. The extent of the exposure
to market risk is managed by the formulation of, and adherence to, an Investment Policy incorporating clearly defined
investment limits and rules, as approved annually by the Board of Directors and employment of appropriately qualified and
experienced personnel and external investment management specialists to manage the Group’s investment portfolio. The
overriding philosophy of the Investment Policy is to protect and safeguard the Group’s assets and to ensure its capacity to
underwrite is not put at risk.
Interest rate and spread risk
Interest rate and spread risk arises primarily from the Group’s investments in listed debt securities and deposits and their
movement relative to the Group’s liabilities. The Group reviews its exposure to interest rate and spread risk on a quarterly
basis by conducting an asset liability matching analysis. As part of this analysis it monitors the movement in assets minus
liabilities for defined interest rate stresses and ensures that they remain within set limits as laid out in its Asset Liability
Management Policy. Similar monitoring is done for spread risk.
185
Strategic Report Environmental, Social & Governance Financial Statements Other Information
36 FINANCIAL RISK MANAGEMENT (continued)
(c) Market risk (continued)
At 31 December 2022, the Group held the following deposits and listed debt securities:
2022 2021
Market
Value
Weighted
average
interest rate
Market
Value
Weighted
average
interest rate
€000s % €000s %
Time to maturity
In one year or less 115,842 0.96 167,088 1.19
In more than one year, but not more than two years 82,389 1.23 140,867 0.95
In more than two years, but not more than three years 131,223 1.11 79,179 1.28
In more than three years, but not more than four years 203,391 1.09 103,619 1.04
In more than four years, but not more than five years 145,160 1.18 165,158 1.02
More than five years 165,860 1.44 236,584 0.82
Total 843,865 892,495
Equity price risk
The Group is subject to equity price risk due to its holdings in collective investment schemes which invest in listed equities.
The amounts exposed to equity price risk at the reporting date are:
2022 2021
€000s €000s
Equity exposure 41,612 50,019
Foreign currency risk
The Group does not directly hold investment assets in foreign currencies; however, it does have exposure to non-euro
exchange rate fluctuations through its collective investment scheme holdings. The underlying exposure to foreign currency is
as follows.
Assets 2022 2021
€000s €000s
Emerging Markets* 14,367 17,208
USD 27,546 13,886
Other OECD
*The Emerging Markets currency exposure is achieved through the collective investment schemes and is highly diversified. The largest
exposure to any one currency as at 31 December 2022 was €1.9m in Hong Kong Dollars.
The Group did not directly hold any derivative instruments at 31 December 2022 or 31 December 2021.
186 FBD Holdings PLC Annual Report 2022
Financial Statements
Notes to the Financial Statements (continued)
36 FINANCIAL RISK MANAGEMENT (continued)
(d) Credit risk
Credit risk is the risk of loss in the value of financial assets due to counterparties failing to meet all or part of their obligations.
Financial assets are graded according to current credit ratings issued by the main credit rating agencies. Investment grade
financial assets are classified within the range of AAA to BBB ratings. Financial assets which fall outside this range are
classified as speculative grade. All of the Group’s bank deposits are with financial institutions which have a minimum A- rating.
The Group holds the following listed government bonds (average credit rating: A) and listed corporate bonds (average credit
rating: A-), with the following credit profile:
2022 2021
Market
Value
Weighted
Average
Duration
Market
value
Weighted
Average
Duration
€000s €000s
Government bonds
AAA 20,706 0.6 21,205 1.6
AA+ 32,902 2.5 8,056 1.2
AA 87,099 4.2 92,484 4.9
A+ 0.0 40,072 0.2
BBB+ 60,909 4.0 70,307 5.1
BBB 41,797 5.3 48,509 4.9
BBB- 27,599 3.7 22,376 4.8
Total 271,012 3.8 303,009 4.0
Corporate Bonds
AAA 6,414 4.4 0.0
AA+ 4,970 4.2 2,031 6.2
AA 9,592 1.4 7,373 2.0
AA- 44,319 3.5 32,421 2.9
A+ 69,279 3.6 72,825 3.3
A 59,107 2.7 59,667 2.7
A- 134,086 3.2 134,036 3.1
BBB+ 104,602 2.8 122,694 3.0
BBB 98,230 2.6 118,984 3.0
BBB- 32,252 1.9 39,455 2.7
Total 562,851 3.0 589,486 3.0
All of the Group’s current reinsurers either have a credit rating of A- or better. The Group has assessed these credit ratings as
being satisfactory in diminishing the Group’s exposure to the credit risk of its reinsurance receivables. At 31 December 2022,
the maximum balance owed to the Group by an individual reinsurer, including reinsurers’ share of insurance contract liabilities
not yet called, was €21,549,000 (2021: €30,148,000).
The carrying amount of financial assets recorded in the financial statements, net of any allowances for losses, represents the
Group’s most significant exposure to credit risk. There are no financial assets past due but not impaired.
Receivables arising out of direct insurance operations are considered by the Directors to have low credit risk and therefore no
provision for bad or doubtful debts has been made. All other receivables are due within one year and none are past due.
187
Strategic Report Environmental, Social & Governance Financial Statements Other Information
36 FINANCIAL RISK MANAGEMENT (continued)
(e) Concentration risk
Concentration risk is the risk of loss due to overdependence on a singular investment or category of business. The main
concentration risks to which the Group is exposed, and how they are mitigated, are as follows:
Exposure to a single country, counterparty or security as part of its sovereign or corporate bond portfolio. The Group
mitigates this risk by placing limits on these exposures with its investment managers which are continuously monitored.
Exposure to a single counterparty as part of its cash and deposit holdings. The Group mitigates this risk by placing limits on
its total exposures to banking counterparties as set out in the Group’s Investment Policy, which is approved annually by the
Board of Directors.
While all of the Group’s underwriting business is conducted in Ireland, with a significant focus on the agri-sector, it is
spread over a wide geographical area with no concentration in any one county or region. The resultant concentration risk
from adverse weather events, i.e. floods, storms or freezes in Ireland, are mitigated by a flood mapping solution and an
appropriate reinsurance strategy.
Receivables arising out of direct insurance operations and other receivables have no significant concentration of risk.
(f) Sensitivity analysis
The table below identifies the Group’s key sensitivity factors. For each sensitivity test, the impact of a change in a single factor
is shown, with other assumptions left unchanged.
Sensitivity factor Description of sensitivity factor applied
Interest rate and investment return The impact of a change in the market interest rate by an increase of 1% or a
decrease of 0.25%. For example if a current interest rate is 2%, the impact of an
immediate change to 3% and 1.75%.
Exchange rates movement The impact of a change in foreign exchange rates by ± 10%.
Equity market values The impact of a change in equity market values by ±10%.
Available for sale investments The impact of a change in bond market valuations by ±5%.
Level 3 - investment property The impact of a change in market rents ±10%.
Level 3 - investment property The impact of a change in capitalisation yield ± 0.5%
Level 3 - property held for own use The impact of a change in market rents ±10%.
Level 3 - property held for own use The impact of a change in capitalisation yield ± 0.5%
Level 3 - other investments The impact of a change in valuations by ±10%.
Net loss ratios The impact of an increase in underwriting net loss ratios by 5%.
188 FBD Holdings PLC Annual Report 2022
Financial Statements
Notes to the Financial Statements (continued)
36 FINANCIAL RISK MANAGEMENT (continued)
(f) Sensitivity analysis (continued)
The pre-taxation impacts on profit and shareholders’ equity at 31 December 2022 and at 31 December 2021 of each of the
sensitivity factors outlined above are as follows:
2022 2021
€000s €000s
Interest rates 1% (33,582) (37,488)
Interest rates (0.25%) 9,044 11,335
FX rates 10% 4,191 3,109
FX rates (10%) (4,191) (3,109)
Equity 10% 4,161 5,002
Equity (10%) (4,161) (5,002)
Available for sale investments 5% 41,693 44,625
Available for sale investments (5%) (41,693) (44,625)
Level 3 - investment property - Market Rent (note 17(b)) 10% 1,700 1,800
Level 3 - investment property - Market Rent (note 17(b)) (10%) (1,800) (1,900)
Level 3 - investment property - Capitalisation yield (note 17(b)) 0.5% (1,300) (1,400)
Level 3 - investment property - Capitalisation yield (note 17(b)) (0.5%) 1,400 1,600
Level 3 - property held for own use - Market Rent (note 17(b)) 10% 796 1,202
Level 3 - property held for own use - Market Rent (note 17(b)) (10%) (943) (1,440)
Level 3 - property held for own use - Capitalisation yield (note 17(b)) 0.5% (930) (1,031)
Level 3 - property held for own use - Capitalisation yield (note 17(b)) (0.5%) 1,063 1,174
Level 3 - other investments (note 17(b)) 10% 2,868 1,511
Level 3 - other investments (note 17(b)) (10%) (2,868) (1,511)
Net loss ratio (5%) 16,793 16,712
The sensitivity of changes in the assumptions used to calculate general insurance liabilities and reinsurance assets are set out
in the table below:
31 December 2022
Change in
assumptions
Increase
in gross
technical
reserves
Increase/
(decrease)
in net
technical
reserves
Impact
on profit
before
taxation
Reduction/
(increase) in
shareholders’
equity
€000s €000s €000s €000s
Injury claims IBNR and IBNER +10% 8,379 6,704 (6,704) 5,866
Other claims IBNR and IBNER +10% 2,725 (5,312) 5,312 (4,648)
Reinsurance assets - claims outstanding (10)% 13,685 (13,685) 11,974
31 December 2021
Injury claims IBNR and IBNER +10% 9,091 7,077 (7,077) 6,192
Other claims IBNR and IBNER +10% 3,248 (9,850) 9,850 (8,619)
Reinsurance assets - claims outstanding (10)% 19,525 (19,525) 17,084
189
Strategic Report Environmental, Social & Governance Financial Statements Other Information
36 FINANCIAL RISK MANAGEMENT (continued)
(f) Sensitivity analysis (continued)
Limitations of sensitivity analysis
The above tables demonstrate the effect of a change in a key assumption while other assumptions remain unchanged. In
reality, there is a correlation between the assumptions and other factors. It should also be noted that these sensitivities are
non-linear, and larger or smaller impacts should not be interpolated or extrapolated from these results. The sensitivity
analysis does not take into consideration that the Group’s assets and liabilities are actively managed. Additionally, the
financial position of the Group may vary at the time that any actual market movement occurs.
Other limitations in the above sensitivity analysis include the use of hypothetical market movements to demonstrate potential
risk. They represent the Group’s view of possible near-term market changes that cannot be predicted with any certainty and
assume that all interest rates move in an identical fashion.
37 IFRS 9 FINANCIAL INSTRUMENTS DEFERRAL DISCLOSURES
As set out in accounting policy K in note 3, the Group has chosen to defer application of IFRS 9 due to its activities being
predominantly connected with insurance.
To facilitate comparison with entities applying IFRS 9, the table below presents an analysis of the fair value of the classes of
financial assets as at the end of the reporting period, as well as the change in fair value during the reporting period. The
financial asset classes are divided into two categories:
i. Solely Payments of Principal and Interest (SPPI): assets of which cash flows represent solely payments of principal and
interest on an outstanding principal amount, but are not meeting the definition of held for trading in IFRS 9, or are not
managed on a fair value basis; and,
ii. Other: all financial assets other than those specified in SPPI:
1. with contractual terms that do not give rise on specified dates to cash flows that are solely payments of principal and
interest on the principal amount outstanding;
2. that meet the definition of held for trading in IFRS 9; or
3. that are managed and whose performance are evaluated on a fair value basis.
Fair Values as of 31 December 2022
Financial assets
Financial
assets that
passed SPPI Other * Total Fair Value
€000s €000s €000s
Loans 580 580
Other receivables 58,307 58,307
Deposits with banks 10,000 10,000
Cash and cash equivalents 105,793 56,605 162,398
Available for sale investments 834,994 834,994
Investments held for trading 132,965 132,965
Total Financial Assets 174,680 1,024,564 1,199,244
* Other includes Financial assets that have passed SPPI and are evaluated on a FV basis
190 FBD Holdings PLC Annual Report 2022
Financial Statements
Notes to the Financial Statements (continued)
37 IFRS 9 FINANCIAL INSTRUMENTS DEFERRAL DISCLOSURES (continued)
Fair Values as of 31 December 2021
Financial assets
Financial
assets that
passed SPPI Other *
Total
Fair Value
€000s €000s €000s
Loans 577 577
Other receivables 58,047 58,047
Deposits with banks
Cash and cash equivalents 164,479 164,479
Available for sale investments 893,715 893,715
Investments held for trading 137,547 137,547
Total Financial Assets 223,103 1,031,262 1,254,365
* Other includes Financial assets that have passed SPPI and are evaluated on a FV basis
For receivables, loans and cash and cash equivalents carried at amortised cost, the carrying value is considered to be
approximately equal to fair value.
The below table presents fair value movements on financial assets measured on a fair value basis and investments held for
trading.
There was no material change in fair value during the year in respect of financial assets that passed the SPPI test.
Financial
assets
measured on a
fair value basis
Financial
instruments
held for
trading
€000s €000s
Balance at 1 January 2022 893,715 137,547
Additions 238,126 25,312
Disposals (203,750) (13,573)
Realised loss (129) (619)
Unrealised loss (92,968) (15,702)
Balance at 31 December 2022 834,994 132,965
For financial assets whose cash flows represent SPPI as defined above, the table below provides information on credit risk
exposure. The Group mitigates it’s concentration risk to a single counterparty as part of its cash and deposit holdings by
placing limits on its total exposures to banking counterparties, the Group’s largest exposure to any counterparty for cash and
deposit holdings is €33,000,000 (2021:€36,200,000). The financial assets are categorised by asset class with a carrying
amount measured in accordance with IAS 39 requirements.
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Strategic Report Environmental, Social & Governance Financial Statements Other Information
37 IFRS 9 FINANCIAL INSTRUMENTS DEFERRAL DISCLOSURES (continued)
As at 31 December 2022
Loans
Other
receivables
Deposits
with banks
Cash and cash
equivalents Total
Rating €000s €000s €000s €000s €000s
AAA
AA 7,563 7,563
AA-
A+ 76,054 76,054
A- 10,000 10,000
A
BBB 22,176 22,176
Unrated 580 58,307 58,887
Total 580 58,307 10,000 105,793 174,680
As at 31 December 2021
Loans
Other
receivables
Deposits
with banks
Cash and cash
equivalents Total
Rating €000s €000s €000s €000s €000s
AAA
AA 7,869 7,869
AA- 22,884 22,884
A+ 15,451 15,451
A- 41,865 41,865
A 66,178 66,178
BBB 10,232 10,232
Unrated 577 58,047 58,624
Total 577 58,047 164,479 223,103
38 SUBSEQUENT EVENTS
There have been no subsequent events that would have a material impact on the financial statements.
192 FBD Holdings PLC Annual Report 2022
Other Information
Alternative Performance Measures (APM’s) (unaudited)
The Group uses the following alternative performance measures: Loss ratio, expense ratio, combined operating ratio, annualised
investment return, net asset value per share, return on equity and gross premium written.
Loss ratio (LR), expense ratio (ER) and combined operating ratio (COR) are widely used as a performance measure by insurers, and give
users of the financial statements an understanding of the underwriting performance of the entity. Investment return is used widely as
a performance measure to give users of financial statements an understanding of the performance of an entities investment portfolio.
Net asset value per share (NAV) is a widely used performance measure which provides the users of the financial statements the book
value per share. Return on equity (ROE) is also a widely used profitability ratio that measures an entity’s ability to generate profits from
its shareholder investments. Gross premium written refers to the premium on insurance contracts entered into during the year and is
widely used across the general insurance industry.
The calculation of the APM’s is based on the following data:
2022 2021
Note €000s €000s
Loss ratio
Net claims and benefits 4(c) 145,807 123,538
Movement in other provisions 4(c) 8,403 22,143
Total claims incurred 154,210 145,681
Net premium earned 4(c) 335,854 334,247
Loss ratio (Total claims incurred/Net premium earned) 45.9% 43.6%
Expense ratio
Other underwriting expenses 4(c) 95,962 93,369
Net premium earned 4(c) 335,854 334,247
Expense ratio (Underwriting expenses/Net premium earned) 28.6% * 27.9% *
* excluding the accelerated amortisation of the policy administration system (refer to Note
14) of €2,460,000 (2021: €5,884,000), the expense ratio would be 27.8% (2021: 26.1%)
Combined operating ratio % %
Loss ratio 45.9% 43.6%
Expense ratio 28.6% 27.9%
Combined operating ratio (Loss ratio + Expense ratio) 74.5% 71.5%
2022 2020
Investment return €000s €000s
Investment return recognised in Consolidated Income Statement 5 (10,413) 15,679
Investment return recognised in Statement of Comprehensive Income (90,142) (12,202)
Total investment return (100,555) 3,477
Average investment assets 1,169,411 1,185,036
Investment return % (Total investment return/Average investment assets) -8.6% 0.3%
193
Strategic Report Environmental, Social & Governance Financial Statements Other Information
Alternative Performance Measures (APM’s) (unaudited) (continued)
2022 2021
Note €000s €000s
Net asset value per share
Shareholders’ funds – equity interests 422,788 472,382
Number of Shares
Number of ordinary shares in issue (excluding treasury) 21 35,587,279 35,297,201
Cent Cent
Net asset value per share (NAV) (Shareholders’ funds/Closing number of ordinary shares)
1,188 1,338
Return on Equity
Weighted average equity attributable to ordinary equity holders of the parent 447,585 428,182
Result for the year 64,454 96,409
Return on equity (Result for the year/Weighted average equity attributable to ordinary
equity holders of the parent) 14% 23%
Underwriting result
Net premium earned 4(c) 335,854 334,247
Net claims and benefits 4(c) (145,807) (123,538)
Other underwriting expenses 4(c) (95,962) (93,369)
Movement in other provisions 4(c) (8,403) (22,143)
Underwriting result 85,682 95,197
Gross premium written: The total premium on insurance underwritten by an insurer or reinsurer during a specified period,
before deduction of reinsurance premium.
Expense ratio: Underwriting and administrative expenses as a percentage of net earned premium.
Loss ratio: Net claims incurred as a percentage of net earned premium.
Combined operating ratio: The sum of the loss ratio and expense ratio. A combined operating ratio below 100% indicates profitable
underwriting results. A combined operating ratio over 100% indicates unprofitable results.
194 FBD Holdings PLC Annual Report 2022
Other Information
195
Strategic Report Environmental, Social & Governance Financial Statements Other Information
196 FBD Holdings PLC Annual Report 2022
Other Information
fbd.ie
FBD House, Bluebell, Dublin 12
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