M92 Flashcards
What is a Proprietary company?
Proprietary companies have an
authorised and issued share capital to which the original shareholders subscribed, and it is
to the shareholders that any profits belong after provision for expenses, reserves and, in the
case of life business, with-profit policyholders’ bonuses
What is a proprietary company liable to?
The shareholders’ liability is limited to the nominal value of their shares (hence the term
limited liability), but the company is liable for its debts and if the solvency margin cannot be
met the company risks going into liquidation.
Insurers purchase
reinsurance for two basic needs:
- To limit (as much as possible) annual fluctuations in the losses that affect their
underwriting account, often referred to as ‘smoothing the underwriting result’. - To be protected in case of a catastrophe (both man-made and natural).
What is a Mutual company?
A financial mutual is an organisation that supplies financial services products, and which is
owned by its customers, or members.
what is the benefit of a Mutual company, compared to a proprietary company?
The shareholder in the proprietary company receives their share of the profit by way of
dividends, but in the mutual company the policyholder owner may enjoy lower premiums or
higher life insurance bonuses than would otherwise be the case, as profits are returned to
policyholders.
What is a problem of mutual status?
A feature of mutual
status is a difficulty in raising additional capital since they cannot issue additional shares in
the way that proprietary companies can.
What is Lloyds, how does it operate?
Lloyd’s does not itself transact insurance, as this is the business of the underwriting
members of Lloyd’s (both individual and corporate) who make up the Lloyd’s market. The
members underwrite for their own profit and loss in administrative groups called syndicates.
What do managing agents do, at lloyds?
The underwriting members appoint independent companies known as managing agents to carry out the underwriting business (agree cover and price and pay the claims etc.) on their behalf.
What is the aim of the franchisor model, used at lloyds?
The aim of this structure is to improve
market profitability and allow monitoring and guidance of franchisees, with Lloyd’s (as
franchisor) approving business plans and new syndicate applications and having ultimate
power to eject businesses that are unable to comply with Lloyd’s requirements.
what is the benefit of the captive market?
Who would use it?
Captive insurance is a tax-efficient method of transacting risk transfer, which has become
more common in recent years among the large national and multinational companies.
Captive insurance is utilised by those businesses that choose to put their
own capital at risk by creating their own insurance company.
Main incentives of captive insurance companies
- to obtain the full benefits of the group’s risk control techniques by paying premiums based
on its own loss experience; - avoidance of the direct insurers’ overheads;
- obtaining a lower overall risk premium level by purchasing reinsurance at a lower cost
than that required by the conventional or direct insurer; and - to achieve their risk financing objectives
what is Takaful insurance?
Takaful is a type of insurance that has its roots in the Islamic financial services industry. The
model has been developed over a period of time and is based on the rulings of Sharia law on
financial and commercial transactions. It works on the principle that in any transaction risk
and profit (and loss bearing) should be shared between the participants.
Under Islamic (Sharia) law, traditional insurance policies are seen by Muslims to be contrary
to some of the fundamental principles of Islam. This is because they involve:
Gharar (uncertainty) – Islamic law forbids sales where there is risk to the buyer, unless
the risk is of a normal or reasonable proportion.
Maisir (gambling) – traditional insurance policies are seen to be a sort of gambling
because some policyholders receive payouts whilst others do not
Riba (interest) – Islamic rules also forbid making money from money, such as through
interest.
What is the most common provided form of reinsurance?
The most common is a treaty whereby the
reinsurer agrees to take a part of all the insurances that the direct insurer underwrites. A
treaty is usually an annual contract agreed in advance and its terms are fixed. In this way,
both the insurer and reinsurer have certainty over the reinsurance deal for the coming year.
What is a proportional and non-proportional treaty?
A proportional treaty is where the insurer and reinsurers take a stated proportion of each risk
and share the premium (and claims) on the same basis. Non-proportional business allows an
insurer to retain the first part (or layer) of cover and transfer the balance to the reinsurers.
What is a facultative?
When is it used?
where each reinsurance
requirement is negotiated individually. This format is used when the insurer wishes to transfer cover that is outside of the treaty arrangements, such as when an individual building value is very high.
What is the difference between Self-insurance and non-insurance?
You should note the difference between self-insurance, where a conscious decision is
made to create a fund, and non-insurance, where either no conscious decision is made
at all, or where no fund is created
What is the London market?
The London insurance market is a distinct, separate part of the UK insurance and
reinsurance industry centred in the City of London. It comprises insurance and reinsurance
companies, Lloyd’s of London syndicates, marine protection and indemnity clubs (P&I clubs),
and brokers who handle most of the business.
Who are the main participants in the London market?
The main participants in the London Market:
* Insurance companies operating from London establishments that are members of the
International Underwriters Association (IUA), including branches or subsidiaries of foreign
companies.
* Other insurance companies with London underwriting offices.
* The contact offices of foreign companies not authorised to transact business in the UK.
* P&I clubs – these marine associations (clubs) insure liabilities for cargo, crew,
passengers, and third parties.
* Pools – there are two in the London Market: International Oil Insurers and the British
Insurance (Atomic Energy) Committee. Both operate on a net lines basis, i.e. insurers
participating in the pool must retain for their own accounts the business that they write
and not seek to transfer any to reinsurers.
* Lloyd’s of London.
* Insurance brokers – the introduction of the Legislative Reform (Lloyd’s) Order 2008
removed the restriction that only Lloyd’s-authorised brokers could place business via
managing agents with Lloyd’s syndicates.
What are the several factors that have allowed London to devlop into a successful international centre for insruance, and reinsurance?
Political and economic
stability
Geographical location
Quality transport system
Highly qualified
personnel
Office space at
competitive prices
English is the business
language
Stable legal and
regulatory environment
Time zone
Foreign presence
Developed financial
centre
What are the differnet sellers and distributors of insruance?
- Direct insurers.
- Independent intermediaries and agents.
- The internet.
- Price comparison websites/aggregators.
- Banks and building societies.
- Affinity groups, including retailers and membership groups.
- Market disruptors.
What are business ethics?
Business ethics are the standards and moral conduct that a company or business sets
itself in its dealings within the organisation and outside within the business and social
environment.
Why does ethical issues now frequently play an important part in management :
- Large organisations can have revenue income which is often more than small nations.
Therefore, how these companies use their wealth can have implications for the well-being
of the countries in which they operate. - Responsibility and power are closely interlinked. For example, senior managers in large
companies occupy positions that can impact on promoting or affecting the interests of
large numbers of employees. They may take decisions that can affect whole
communities. - Consumers and consumer groups now increasingly judge organisations by the way they
handle ethical and environmental issues. - As strategic business decisions are partly determined by the cultural influences of
societies, cultural factors can affect the moral thinking of managers.
Under the Code of Ethics - all members must follow what?
Under the current Code, members must do the following:
1. Comply with the Code and all relevant laws and regulations.
- Act with the highest ethical standards and
integrity. - Act in the best interests of each client.
- Provide a high standard of service.
- Treat people fairly regardless of: age, disability, gender reassignment, marriage and civil
partnership, pregnancy and maternity, race, religion and belief, sex and sexual
orientation.
Benefits of organic growth?
Organic growth also:
* involves less risk than external growth (e.g. through mergers and takeovers);
* can be financed through internal funds (e.g. retained profits).
* builds on a business’ existing strengths (e.g. brands, customers).
* allows the business to grow at a more sensible rate in the long run; and
* can be more economic compared with acquisitions.
Disadvantage of organic growth
- With the organic growth route a business usually needs more time to grow as it requires
employees who can handle the growth process along with other actions that are needed
to move the business forward. This can mean an enormous commitment of time and
resources as personnel may need to be found, recruited and trained, premises and
equipment acquired, sales conduits established with extensive marketing to get products
known in their new field. - Building a business organically will take longer to achieve than a purchase of an existing
book of business, which may not meet investors’ expectations.
Difference between a merger and acquisitions.
A merger only happens if two companies
agree to join forces on a strategic basis, while an acquisition is where a company gains
control of another company by purchasing a majority shareholding.
Other then achieve growth, that are the other reasons for growth?
- As duplication is removed, efficiency and improved performance can be gained through
synergy of processes or economies of scale by lowering unit costs. - Overcoming the cost of IT by being large enough, through the sharing of resources,
which are becoming ever more expensive if the latest IT platforms are to be used. - Provides investment opportunities if an insurance company has spare capital.
- Two companies joining together to spread risk. For example, if one is based in the USA
and one is based in Europe, and the two books of business are uncorrelated, this will give
the new company greater diversification and therefore they are likely to have a lower
solvency capital requirement than if they remained as separate companies.
What are the disadvantage of M&As?
- Reduced customer choice through the reduction in the number of organisations offering
products to customers. This means there can be a reduction in competition. - Impact on staff affected and cost of redundancies. Staff morale can be impacted
considerably, especially if the whole change process is not managed effectively. Often the
cost of redundancies and/or staff redeployment is high with a significant loss of valuable
staff experience, skills and knowledge. - Clash of corporate cultures. If these are very different from one another it may be difficult
to agree on a cultural approach that will enable the organisations to work together
effectively and move forward. - ‘Eye off the ball’ while change is taking place. Often a merger or acquisition will consume
a large amount of senior management time. As a result, the organisation’s energies may
be directed towards the change process instead of growing the business and delivering
an effective service to customers. - Reduced customer service while changes are being implemented. Any number of factors
may impact on customer service, such as reduced staff morale, lack of communications,
staff not knowing what is going on or what products they are to sell or what they are to
say to customers with a consequent increase in complaints and loss of business. - Expected M&A savings not actually being realised. Whenever a merger or acquisition is
announced, forecasts are made by the directors as to the costs that can be saved and
how shareholder value will be improved. Often these savings do not come to full fruition
or are not properly measured so the real value of the change is not clearly evident.
What are the advantages of outsourcing
- Where a business change process is to be set in operation, for example in establishing a
new accounts system or building an actuarial pricing model for underwriting, the firm can
use external specialists to assist with the task and only incur the costs for the work
completed. - The business is guaranteed a certain level of service as set out within the contract.
- The business can budget for a pre-agreed fixed cost for the agreed service.
- Outsourced companies are typically specialists within their area and will bring new skills
and working methods to a company. - Many outsourcing contracts lead to new partnership opportunities between the business
and the outsourced company, as they learn new ways of doing business processes. - The business may increase its capability to develop new products and their speed to
the market. - The businesses that do outsource have more time to focus on their core business areas.
What are the disadvantages of outsourcing?
- Any form of contract that allows the business to outsource processes will mean that a
certain control and direction will be lost. - In the event of poor service, the business will lose customers and the firm’s reputation will
suffer. Customers will either not be interested or aware that the diminished services are
caused by a poor supplier of services. - Extreme care should be taken with customers’ confidential information and data should
be protected equally well at outsourced suppliers as it is within the firm. Care needs to be
exercised when engaging an outsourced service provider located overseas, as data
protection law restricts the transfer of personal data overseas in certain circumstances. - If the business is too dependent on a limited number of suppliers then it will be open to
higher costs where competition may be lacking. - If the outsourced company gets into financial problems the business will be faced with
problems of finding an alternative provider, possibly at short notice. - Full understanding of customer behaviour and satisfaction can be lost if communication
between the business and outsourced company is inadequate. This is an increasing
concern when firms desire to be close to their customers and create a loyal
customer base.
Regulatory requirements and outsourcing.
What reasonable steps that firms must ensure?
- there is no undue additional operational risk in outsourcing an activity as opposed to
retaining the function in-house; - the quality of internal control is not impaired;
- the ability of the regulators to monitor the firm’s regulatory compliance is not hampered by
any outsourced arrangements.
What are the requirements of the European insurance and Occupational Pernsions Authority
These include the requirements for the terms of an outsourced contract to cover the:
- clearly-stated duties and responsibilities of both parties;
- service provider’s commitment to comply with all applicable laws, regulatory requirements
and to cooperate with the firm’s appropriate regulator; - disclosure of any development which may have a material impact on the service
provider’s ability to carry out the outsourced functions and activities; - notice period for termination by the service provider, which must be sufficient to allow the
firm to make alternative arrangements; - access the firm, its external auditors and regulators will have to all information related to
the outsourced function; and - firm’s need to ensure the outsourced provider has effective risk management and internal
controls.
What is Malware?
A form of malicious software that can install itself in your systems via
phishing scams and by exploiting software vulnerabilities. Once installed,
the attacker can spy on online activities and steal private data
What is Ransomware
A form of malware that attacks your computer system and encrypts data.
The attacker will then demand a ransom payment in exchange for the
return of the data.
What is Hacking
A term used for the partial or complete acquisition of a computer system
or certain functions within it.
What is Lloyd’s Product Launchpad
Lloyd’s Product Launchpad encourages and supports product innovation for non-standard
risks that might not fit the traditional market such as risks relating to intangible assets, new
technologies and others.
What is the role of the Chair within a board of directors?
An important duty of the chair is to ensure that meetings are run in an orderly
and efficient manner. In addition, the chair is often the organisation’s representative to the
outside world.
What is the charastrics of the Executive director?
- Work full time in the company.
- Given management responsibility for running parts of the business.
- One is usually appointed by the board to be accountable for the
running of the company on a day-to-day basis – known as either the
chief executive officer (CEO) or managing director. - CEO/managing director appoints the company management.
What is the charastrics of the non - excutive director?
- Work part time in the company.
- Chosen for their particular area of expertise.
- Do not perform an executive management role in the company.
- Attend board meetings and may be members of subcommittees in
order to provide independent views on matters such as audit,
management remuneration and risk management
What are the responsilities of the board?
- Regulation of the executive directors and other members of the senior management team
to ensure they uphold the shareholder interests and the laws governing the conduct of
the business. - Approve the report and accounts, annual budgets, strategy and other important plans.
- Selecting, appraising and rewarding the CEO and ensuring succession planning is
actively addressed. - Overseeing the risk management process and ensuring the necessary actions are
adopted to mitigate against identified risks. - Ensuring that the company’s integrity and principles are upheld on critical matters such as
financial reporting accuracy, legal and regulatory compliance, as well as adherence to the
company’s stated ethical standards.
What is the Corporate Governance Code
A document setting
the corporate governance standards for the UK. It sets out standards of good practice in relation to issues such as:
- board composition and development;
- remuneration;
- accountability and audit; and
- relations with shareholders.
What is the role of the CEO/managing director?
The managing director, as well as being
a director, is responsible for the business’s functions and day-to-day activities of the
company. Directors help to formulate the company objectives and policy and they organise
resources in order to translate the board policy into operational activities. They will also lead
in the organisation’s culture and management style.
What is the role of the Finance director?
The FD would typically have responsibility for, or at least significant influence over, the
following:
- The economic capital model to assist in the determination of the appropriate level of
capital for the company to hold. - Stress and scenario testing to assist in the determination of the amount of extreme risk
the company may be subject to. - Proposals to the board on the form of capital to hold in addition to equity capital, such as
subordinated debt. - Preparation of papers for the board to assist in the determination of the appropriate level
of dividend to pay to shareholders. - Making recommendations to the board on the appropriate level of claims provisions
to hold. - Preparation of the statutory accounts of the company for approval by the board and
shareholders. - Making presentations to, and managing the relationships with, the investment analysts
who prepare reports on the company’s performance and holders of the company’s debt. - Preparation of the financial information required by the PRA and be one of the main
contacts the PRA has with the company. - Preparation of the management information, such as leading indicators of financial
performance, for the executive team and the board. - Management of debt, cash flow, liquidity and treasury matters.
- Management of the investment portfolio.
- Management of the financial aspects of the planning process, the budgetary process and
the forecast process. - Preparation for the reviews by rating agencies.
- Preparation and planning for the statutory external audit conducted by the independent
auditors. - Management of the reinsurance accounting process.
What is the company secretary?
Are companies obliged to have one?
All public companies are obliged to have a company secretary.
The company secretary is an officer of the company and their duties can be wide ranging.
While the Companies Act does not generally specify the role of the company secretary, they
usually undertake the following duties:
* Maintaining the company’s statutory books.
- Filing annual returns at Companies House.
- Arranging meetings of the directors and the shareholders.
- Informing Companies House of any significant changes in the company’s structure or
management. - Establishing and maintaining the company’s registered office as the address for any
formal communications. - Ensuring the security of the company’s legal documents, including for example, the
certificate of incorporation and memorandum and articles of association. - Deciding on the company’s policy for the filing and retention of documents.
- Advising directors on their duties and ensuring that they comply with corporate legislation
and the articles of association of the company.
What is the role of the chief actuary?
- technical pricing of new and existing products;
- calculation of claims reserves;
- calculation of risk-based capital requirements;
- assessment of investment risk for funds supporting technical reserves.
Benefits of efficient internal communication
Efficient internal communication will help the organisation to:
- bring about change in the culture and structure of the business more quickly;
- achieve a low turnover of employees, improved motivation and mutual trust;
- facilitate decision making, as employee participation in the decision-making process not
only increases the quality of the decision but ensures better implementation; - encourage staff to be cooperative and innovative; and
- ensure that all relevant members of staff are helping to meet corporate objectives.
What are the primary responsibilities of a team leader?
Providing direction and guidance
Understanding the strengths and
weaknesses of team members
Organising tasks and setting goals
Upholding the vision of the group
Solving problems and resolving
conflicts
Describe the paternalistic management style?
The company looks after its employees in a fatherly way, and the employees
respect the organisation’s managers in the way that children respect their
parents; this style is sometimes perceived as too interfering.
What is strategic planning?
Strategic planning is a process whereby the future direction of the business entity is
decided upon and a statement (the plan) is developed detailing long-term goals together with
a definition of the strategies and policies, which will ensure achievement of those goals.
Such goals typically cover periods of between three and ten years.
Why in Strategic planning is control important?
Control is the process by which management assures itself that actions taken by staff
conform to the management’s plans and policies. A series of milestones are identified, which can be tracked over time. These serve as benchmarks for evaluating strategic and
operational performance and provide early warning of deviations from expected outcomes.
What is the balanced scorecard?
Briefly summarised, balanced scorecards identify the knowledge, skills and systems
(learning and growth) that employees will need in order to innovate and build the right
strategic capabilities and efficiencies (the internal processes) that deliver specific value to
the marketplace (the customers), which will eventually lead to higher shareholder value (the
financials).
– IT attempts to take a holistic view of an organisation and coordinates its resources so that efficiencies are experiance by all departments and in a joined -up fashion.
Why do business leaders, and manger believe in the balanced scorecard?
because it:
* tethers the company to strategy execution;
- aligns every member of the organisation to the same mission and vision;
- makes organisations more responsive to abrupt changes;
- presents the health of an organisation;
- enhances transparency;
- connects projects to measurements and measurements to strategy.
What are the three types of benchmarking that is commanly used?
- Internal – these compare the performances of divisions and departments within the same
organisation. - External – these contrast the company’s overall performance with competing firms, e.g.
profitability, rate of return on capital employed, growth, market share. - Functional – this covers an assessment of the company’s main functions and processes
and compares them against the same functions and processes in other organisations but
not necessarily competitors.
What is needed for benchmarking to be succesful?
comprehensive and accurate information is available on competing or comparable
industries;
- benchmarks are based on industry best practice;
- benchmarks used are flexible and can be altered if the external environment changes;
- benchmarks relate to the company’s corporate strategies and plans;
- there are sound internal audit processes in place.
What is MBO?
Management by objectives: MBO is a process of defining objectives within an organisation so that both management and
employees agree to the objectives and understand what they need to do in order to achieve
them. MBO is appropriate for knowledge-based organisations such as insurance companies.
What are some advantages of MBO?
- Motivation – involving employees in the whole process of goal setting and increasing
employee empowerment. This increases employee job satisfaction and commitment. - Better communication and coordination – frequent reviews and face-to-face interactions
between managers and employees help to maintain harmonious relationships within the
organisation and also to solve many problems. - Clarity of goals using the SMART methodology.
- Employees tend to have a higher commitment to objectives they set for themselves than
those imposed on them by another person. - Managers can ensure that objectives of the employees are linked to the organisation’s
objectives. - A common goal for the whole organisation means it is a directive principle of
management.
What are some disadvantages of MBO?
- Employees may believe that MBO is another management ploy to ensure subordinates
work harder and become more dedicated and involved. - There is the potential for considerable paperwork and/or meetings.
- The emphasis is more on short-term goals.
- It does not leave any ground for subjective goals as these may be difficult to quantify and
even more difficult to evaluate. - Managers may not be sufficiently skilled in interpersonal interaction, such as coaching
and counselling, which is extensively required. - Managers and employees who are wholly focused on objectives might be prone to distort
results to achieve their individual short-term goals.
What is an important note about Bugeting and control?
Managers also need to be able to control the activities of the organisation to enable it to
meet its strategic objectives. To this extent, the budget is not only a plan, but also a target
and a tool that the managers use to exercise organisational control. The budget must not,
therefore, be seen as a one-off exercise at the beginning of the financial period; it is a
mechanism for monitoring the progress of the organisation in financial terms over a period of
time and it also, therefore, becomes a means by which performance will be assessed at
some point in the future.
What is top down budgeting?
The owners or directors
decide on the individual plans for each department and function and these plans are given to
the individual managers to implement. While this approach is easy to operate it may become
remote from the realities of the marketplace
What is Bottom up budgeting?
Individual department
managers construct their own budgets, within set guidelines. These are then passed up to
the managers and directors, who incorporate the individual budgets into the organisation’s
master budget.
What is a fixed budget?
A fixed budget is not changed once it has been established, regardless of any alterations in
the organisation’s performance in reality. Projected figures are compared against actual
figures at the end of the budget period.
What is a flexible budget?
A flexible budget is changed in accordance with the organisation’s real activity levels over
time. For example, if salary costs increase unexpectedly halfway through the budget period,
the budgeted figures for these costs will be altered on the budget document, to show the true
picture.
What is zero-based budgeting?
The ZBB method relies on managers to justify their expenditure from a fresh standpoint.
Rather than looking at the amount of expenditure, which was budgeted for an item in the
previous budget period, ZBB requires managers to start a position of having nothing in their
budget for the item in question.
What is Rolling Budgeting?
Rolling budgets are budgets that constantly look forward. With a conventional twelve-month
budget, monthly figures might be produced prior to a future budget period, such as from
January to December
What are the five C’s of decision making?
consider, consult, crunch, communicate
and check.
What are the three different type of information that can be analysed?
Strategic information - This refers to the “what” and “why” the business chooses to do something.
Tactical information This helps an organisation to identify “how” they plan to accomplish their strategic objectives
Operational information This relates to the day-to-day operations of the organisation and thus, is useful in exercising control over the operaations.
What does MIS stand for, and what does it do?
A management information system, or MIS, collects data from many different sources and
then process is and organises the data to help businesses make decisions.
What are the basic features of a MIS?
- Information flows horizontally and vertically. It is with the vertical flow (between managers/
team leaders and team members) that management information systems are most
concerned. - Reports generated by an information system will range between:
– information for low-level management about the small area of the organisation under
their control;
– reports of a broader nature for top-level management concerned with overall control. - The centre core of an MIS is likely to be tactical information for management control,
although the MIS will have many sub-systems and sub-sub-systems providing information
ranging from operational through tactical to strategic. - The control cycle (i.e. the comparison of actual results against a plan and the production
of exceptional reports to show where control action may be needed) cannot be effective
unless the plan is carefully prepared. - A precise and carefully drawn-up specification of the areas of management responsibility
is essential. This specification is necessary to ensure that information will flow to the
managers who need it. - The information produced must be able to measure actual results against the plan in such
a way that control decisions can be taken at all levels of management. Data must also be
available to enable senior management to plan for the future and computers are of
special value in preparing forecasts from large quantities of data.
What are the two main approaches to knowledge managerment?
1)codification strategy.
In most such organisations, knowledge is carefully codified and stored in databases, where it can be accessed and used easily by appropriate employees.
2) personalisation strategy.
In other, more specialised, financial services organisations, knowledge is closely tied to the
person who developed it and is shared mainly through direct person-to-person contacts and
structured training programmes.
What is coroprate governace?
It is the process by which company objectives are established,
achieved and monitored. Corporate governance is also concerned with the relationships and
responsibilities between the board, management, shareholders and other relevant stakeholders within a legal and regulatory framework.
Whar are the most important element of good corporate goverance?
Transparency and accountability are the most important elements of good corporate
governance.
What is the mission of the Financial Reporting Council?
The FRC’s mission is to promote transparency and integrity in business. It sets the UK corporate governance and stewardship codes and UK standards for accounting and actuarial
work, monitors and takes action to promote the quality of corporate reporting, and operates
independent enforcement arrangements for accountants and actuaries.
Look at 2018 Uk corporate goverance code !
page 3 charpter 4
Is compliance with the Corporate Governance code legally required?
NO
UK companies are not legally required to comply with the Corporate Governance Code,
but if the firm is listed on the London Stock Exchange then compliance (or an explanation
as to why the firm is not compliant with the Code) is required under the Listing Rules.
Look up the FRC guidance on Audit committes
Page 6 chapter 4.
What does companies house do?
Companies House keeps the public records of companies registered in the United Kingdom.
It lists its three statutory functions as to:
- incorporate and dissolve limited companies;
- examine and store company information delivered under the Companies Act and related
legislation; and - make this information available to the public.
What is the importance of companies house, with regard to registration?
To gain official recognition, a company must be registered with Companies House. Until the
company is registered, it has no legal existence. It therefore cannot enter into contracts or
undertake any business.
What are the documents needed for registration?
- the company’s name;
- whether the company is a private or public company;
- whether the liability of the members of the company is to be limited, and if so whether it is
to be limited by shares or by guarantee; - the situation of the company’s registered office, i.e. whether it is in England, Wales,
Scotland or Northern Ireland; - the address of the registered office (which must be the same as the situation of the
registered office); - the statement of the proposed officers; and
- the proposed Articles of Association.
Chapter 4
4/8 M92/April 2023 Insurance business and finance
What are the statutory reporting requirments - that are legally reuired to be submitted to companies house?
1) Confirmation statement (annual return).
- This contains a range of information including the company’s
registered office address, the principal business activities of the company, details about the
company’s directors, company secretary (where applicable), shareholders and the company’s share capital.
2) Report and accounts
- The Companies Act requires that every company must keep accounting records which are sufficient to show and explain the company’s transactions, and as such to:
* disclose with reasonable accuracy, at any time, the financial position of the company at
that time; and
* enable the directors to ensure that any accounts required to be prepared comply with the
requirements of the Act.
By law, a company’s annual accounts must give a true and fair view of its economic state.
3) Directors’ report
- This is a bsuiness review, which should be a ‘fair review of the company’s business and a description of the principal risks and uncertainties facing
the company’.
4) Directors’ remuneration report
- Details must be given of directors’ service contracts, salaries, fees, bonuses, share options,
long-term incentive schemes, pensions, retirement benefits, compensation for past directors, and sums paid to third parties for directors’ services.
5) Chairman’s statement
- This is normally a broad
statement about the company’s activities attributed to the company’s chairman.
–The external auditors are not required to judge whether the content of either the directors’ or
chairman’s statements provides a ‘true and fair view’.
Compainies house - submission of annual accounts. What are the special rules?
Private companies must file their accounts
within nine months of the year end and public companies must file within six months. In
addition, quoted companies must ensure that their report and accounts are available on a
website.
Late delivery of accounts to Companies House is likely to result in penalties. Failing to
deliver accounts on time is also a criminal offence for which company directors and the
company secretary may be prosecuted.
What does the companies act 2006 state about the company secrtary?
A company should secure that the secretary…of the company is a person who
appears to them to have the requisite knowledge and experience to discharge the
functions of secretary of the company.
What does the comapnies act 2006 state about the requirments accetpable qualificatios of the comaonies secretary?
by virtue of his holding or having held any other position or his being a member of any
other body, appears to the directors to be capable of discharging the functions of secretary
of the company
What is the role of a company seretary include?
- guiding the chairman and board on their responsibilities under the rules and regulations
to which they are subject and on how those responsibilities should be discharged; - supporting the chairman in ensuring the board functions efficiently and effectively;
- ensuring good information flows within the board and its committees and between senior
management and non-executive directors, as well as facilitating induction and assisting
with professional development as required; - maintaining good shareholder relations and keeping the board informed on
shareholders’ views; - developing and overseeing the systems that ensure that the company complies with all
applicable codes, in addition to its legal and statutory requirements; - monitoring changes in relevant legislation and the regulatory environment and taking
action accordingly; - overseeing the day-to-day administration of the company, e.g. maintaining statutory
books, including registers of members, directors and secretaries, organising board
meetings and AGMs, preparing agendas and taking minutes; and - having responsibility for facilities, HR, insurance, investor relations, pension
administration, premises and share registration (this only applies to some company
secretaries).
Risk managermant in corporate governace - what are the lines of defence?
‘First line of defence’
Once a risk strategy is set, with an associated control environment, it is primarily the responsibility of front-line managers to ensure that risks are identified and controlled in keeping with the strategy and control environment.
‘Second line of defence’
Although the risk management department will be actively involved in discussing the most
appropriate and effective controls to be put in place, accountability for the delivery of risk control remains with operational management.
‘Third line of defence’
The internal audit team has the responsibility of reviewing, from time to time, the overall risk
management operation – ensuring that the risk management strategy agreed by the senior
management or board is being actively complied with.
What is the core role of an audit committee?
Scrutinise the robustness of the control framework
and to assess its application in practice. The UK Corporate Governance Code states that the
audit committee should consist of a minimum of three directors, with independent directors
forming a majority.
What are freshholds thatneed to be met for a company to be required to get a external audit?
Two of the below must be met.
- a turnover exceeding £10.2m;
- net assets exceeding £5.1m; or
- more than 50 employees.
What must a external audit’s report state clearly on?
The report must state clearly whether, in the auditor’s opinion, the annual accounts:
- give a true and fair view:
* in the case of an individual balance sheet, of the state of affairs of the company as at
the end of the financial year,
* in the case of an individual profit and loss account, of the profit or loss of the company
for the financial year,
* in the case of group accounts, of the state of affairs as at the end of the financial year
and of the profit or loss for the financial year of the undertakings included in the
consolidation as a whole, so far as concerns members of the company; - have been properly prepared in accordance with the relevant financial reporting
framework; and - have been prepared in accordance with the requirements of this Act (and, where
applicable, Article 4 of the IAS Regulation).
What companies need to do climate risk reporting, and what is needed to be disclosed?
As of 6 April 2022 over 1,300 of the largest UK registered companies and financial
institutions will be required to disclose climate related financial information on a mandatory
basis, using guidelines from the task force on climate related financial disclosures.
Specifically for the environment, climate related disclosures include:
- climate change-related risks and opportunities;
- how these risks and opportunities are managed through targets and KPIs;
- how climate change is addressed in corporate governance;
- how climate risk impacts strategy.
What are the data protection principles under the Uk GDPR?
- Lawfulness, fairness and transparency: data should be processed lawfully; data should be handled in ways people would expect giving consideration to the effect of processing the data on the individuals concerned; and there should be full compliance with the obligations of the ‘right to be informed’.
- Purpose limitation: data should only be collected for specified, explicit and legitimate purposes and not further processed in a manner that is incompatible with those purposes.
- Data minimisation: data should be adequate, relevant and limited to what is necessary in relation to the purposes for which it is processed.
- Accuracy: data should be accurate and, where necessary, kept up to date.
- Storage limitation: kept in a form which permits identification of data subjects for no longer than is necessary for the purposes for which the personal data is processed.
- Integrity and confidentiality: data should be processed in a manner that ensures appropriate security of the personal data, including protection against unauthorised or unlawful processing and against accidental loss, destruction or damage, using appropriate technical or organisational measures.
What are the six lawful bases for processing data?
1) Consent - Consent must be a freely given, specific, informed, and unambiguous indication of the
individual’s wishes.
2) Contract - The processing is necessary for a contract a firm has with the individual, or because they
have asked the firm to take specific steps before entering a contract.
3) Legal obligation
4) Vital interests - The processing is necessary to protect an individual’s life.
5) Public task - The processing is necessary for a firm to perform a task in the public interest or for its official functions, and the task or function has a clear basis in law.
6)Legitimate interests
The processing is necessary for a firm’s legitimate interests or the legitimate interests of a third party, unless there is a good reason to protect the individual’s personal data which overrides those legitimate interests.
What is the ICO?
In the UK compliance with data protection legislation is overseen by an independent government authority, the Information Commissioner’s Office (ICO).
The ICO upholds information rights in the public interest, promoting openness by public bodies and data privacy for individuals.
WHat are the power that the ICO have?
The ICO have powers to regulate and enforce data protection laws.
- For the most serious data breaches, it can levy fines of up to £17.5 million or 4% of annual global turnover.
- The ICO can bring criminal proceedings against a data controller or processor if they have altered records following an SAR with the intent to prevent disclosure.
What is the Pure risk Premium?
Pure risk premium is that part of the premium necessary to pay for losses and loss-related expenses only. It excludes other expenses such as sales and marketing and any allowance for profit.
Define MGA.
managing general agent
the MGA organisation not
only ‘holds the underwriting pen’ of the insurer, it also undertakes all the other activities of an insurer such as marketing, selling, and administration.
It does not, however, provide the funding for claims, although it may undertake claims payments from a fund provided by the
insurer.