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    47 views52 pages

    Companies House Document

    Uploaded by

    Aristide Dago

    Copyright:

    © All Rights Reserved
    Download as PDF or read online from Scribd
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    of 52
    ‘Company number: 08245947 GCube Underwriting Limited Annual Report and Financial Statements for the Year Ended 31 December 2019 AOSTBSOR™ au oaosraozo #318 COMPANIES HOUSE ed GCube Underwriting Limited ‘Company number: 06245947 Contents Company Information 1 strategic Report 2106 Directors Report 708 Statement of Decors Responsibiites in respect ofthe fnancilstatements 8 Independent Auton Report 101012 Profit and Loss Account 8 Salemen of Comprehensive Income * vow ee aa Balance Sheet Coa ‘Statement of Changes in Equity Notes tothe Financial Statements, GCube Underwriting Limited Company number: 06245947 Company Information Directors F.GMcLachlan AS Bames AJRand Company secretary JLT Secretaries Limited (Resigned 1 April 2020) March Secretarial Services Limited (Appointed 1 Apri 2020) Registered office 185 Fenchurch Street London! EC3M GAL Page GCube Underwriting Limited Company number: 06245947 Strategic Report for the Year Ended 31 December 2019 ‘The directors present their strategic report of GCube Underwriting Limited ("the Company’) for the year ended 31 December 2019, Principal Actviti ‘The principal activity of the Company is that of @ managing general agent, wing renewable eneray business under binding authoriies for various insurers and itis authorised and regulated by the Financial Conduct Authority (FCA). The directors anticipate that the Company will continue trading for the foresoeable future, On 18 September 2018, the Boards of JLT Group Plc ('JLT") and Marsh & McLennan Companies Inc. (CMMC") announced that they had reached agreement on the terms of a recommended cash offer for the entire share capital of JLT by MMC, to be effected by means of a Courtsanctioned scheme of Arrangement under Part 25 of te Companies Act. This was aproved bythe regusors on Ap 1 018. ‘On 4 March 2020 Tokio Marine HCC announced it has signed a purchase agreement to acquire GCube Underwriting Limited. The transaction, which is subject to regulatory approval and other customary closing conditions, is expected to dose in the second quarter of 2020, Business Review Tumover decreased by 1.15% to £9,958,709, producing an operating proft of £2,035,017 (2018: £2,718,383); 25.17% lower on 2018, Profit before taxation amounts to £2,271,490 (2018: £2,868, 190). ‘The results of the Company for the year ended 31 December 2019 are set out in the financial statements on pages 13 to 50. Going concer ‘The Directors have considered the impact of COVID-19 on the Company. A robust review of financial projections has been undertaken and is referred to in the significant account poiies - Going concern. ‘The Directors concluded that there are no conditions or events, considered inthe aggregate, including those related to the COVID-19 pandemic, that raise substantial doubt about the Company's ability to Continue as a going concern within one year after the date of approval ofthese Financial Statements. UK Membership of the European Union (EU) ‘Throughout 2019, the Company has continued to monitor the progress of the UK's exit from the European Union (also called Brexi) We continue to plan around the worse case “no deaf" scenario after the transition period expire at the fend of 2020. ‘This assumes that a continuation of our current fancial service passporting will not be achieved in any trade deal ratified by then Page 2 GCube Underwriting Limited Company number: 05245947 Strategic Report for the Year Ended 31 December 2019 (continued) Key Performance Indicators (KPIs) The Company has selected revenue per employee, trading profit per employee, salary to tumover fatio and trading margin as KPIs for monitoring its performance. The objective isto monitor trends and Achieve optimum vading performance both in terms of revenue growth and operational efficiency. Revenue per employee - defined as tumover (fees and commissions) divided by total staff numbers (average forthe year). ‘Trading profit per employee - defined as tumover less operating expenses (excluding exceptional items and impairment charges) divided by total staff numbers (average forthe yea). Salary to tuover ratio - defined as direct salary costs (excluding exceptional items and impairment charges) divided by tumover (fees and commissions). ‘Trading margin - defined as tumover less operating expenses Unit 2019 2018 ‘Tumover per employee £ 311,210.00 286,204.00, ‘Trading prof per employee £ "6359400 77,255.00 Salary to tumover ratio % 44.08 4737 ‘Trading margin % 2091 26.99 Page 3 ‘GCube Underwriting Li ‘Company number: 06245947 Strategic Report for the Year Ended 31 December 2019 (continued) Principal risks and uncertainties and financial risk management The Company maintains a register of key risks that is regularly reviewed and updated by ‘management. The principal risks identfied are 2s follows: Strategic and Operational Risks Strategic Risks Risks to the business model arising from changes in extemal events, insurance markets and ‘customer behaviour as well as risks arising from growth strategies, Mitigation + Board review of strategic risks + Strategic review of planning process “Due diligence and risk assessment processes Loss of Key Staff Risks arising from the inabilty to retain key staf within the core business operations. Mitigation + Succession planning processes + Effective appraisal and development programmes + Robust contracts of employment Business Interruption Risk of business arising fforn a major external event ‘Mitigation + Dedicated business continuity management function + Detaled business continuity policy and procedures + Regular testing of business continuity plans Loss of IT Environment Risks. arising from non-performance of an IT supplier, malicious act, cyber crime and staf not following IT polices and procedures. ‘Mitigation ‘Detailed IT policy and procedures in place + Strong govemance procedures over IT outsourcing and service level agreements in place “Monitoring of compliance with the Group IT secutty policy and service level agreements Information Security Risk of loss of records, breach of confidentiality or inadequate security measures. ‘Mitigation + Limits of authority in place “Information Security Policy + Risk-based monitoring and reviews monitoring performed by Group Information Secunty Officer and Group Internal Audit Page 4 GCube Underwriting Limited Company number: 06245947 Strategic Report for the Year Ended 31 December 2019 (continued) Conduct of Business Risks Errors & Omissions Risks arising from non-compliance with operating procedures in place across the Company, or alleged negligence in provision of services/advice. Mitigation = Common operating procedures and compliance policy + Continuous training in errors & omissions avoidance + Formal and regular process of eampliance monitoring + Strong procedural and systems cantrols including workflow management + Professional Indemnity Insurance Regulatory Senctions/Financiel Crime Risks arising from non-compliance with or misinterpretation of local and intemational regulations and failure to meet regulatory standards. " Mitigation ‘Regular and ongoing quality and compliance audits + Operating procedures and compliance policy + Continuous staf training programmes * Central risk and compliance resources + Professional Indemnity Insurance Financial Risks Capital Risk and Liquidity Risks arising from an inabilty to maintain minimum regulatory capital and ensure access to sufficient ‘working capital appropriate tothe volume of raging. Mitigation Regular updates to Board on curent and projected regulatory capital base requirements Sensiviy/ Sess testing of regulatory capital base Regular cash fw forecasting Dwidend planing ‘Quarry reviews ofthe Company balance sheet Price risks ‘The Company does not have @ material exposure to commodity price risk. Pages GCube Underwriting Limited ‘Company number: 06245947 Strategic Report for the Year Ended 31 December 2019 (continued) Foreign Currency Exposures arising from significant foreign currency transactions, mainly US Dollar and Euro earings. Mitigation ‘The Company maintained a roling hedging programme using forward currency transactions. AS part ofthe integration with MMC these transactions were closed out. Surplus currency is now advanced to [MMC or sod inthe spot market. Whilst the above policy may mitigate some of the impact ofthe major volatility in exchange rates to ‘which the company has material exposures, it cannot eliminate the long term effects of permanent ‘movements in rates. Counterparty Risk Risk of loss of own cash, fiduciary funds, investments and deposits, derivative assets and trade ‘receivables as a result ofthe flue of key counterparties Mitigation + Board approved investment and counterparty policy to limit the concentration of funds and exposure with any one party “Active management and monitoring of counterparty limits, nancial strength and credit profi of kéy ‘counterpartios + Regular review by Board and Risk & Audt Committee of counterparty limits, ratings, utlisaton and ‘compliance with applicable regulation ° + Formal and regular review of trading partners ‘Approved by the Board on 27 May 2020 and signed on its behalf by: Sh FG MeLachian Director Page 6 GCube Underwriting Limited ‘Company number: 06245947 Directors’ Report for the Year Ended 31 December 2019 ‘The directors present their annul report and the year ended 31 December 2018, udited financial statements of the Company for the Directors" of the company ‘The directors of the company who were in office during the year and up to the date of signing the financial statements were as follows: FGMcLachian AS Bares. Ad Rand ‘As permitted by the Articles of Association, the Directors:have the benefit of an indemnity which is @ ‘qualifying third party indemnity provision as defined by UK Companies Act 2006. Indemnity provisions ofthis nature have been in place during the financial year, at year end and also at the date of this report but have not been ullised by the Directors, All Directors have the benefit of directors’ and officers’ ably insurance. Financial risk management ‘The financial risk management of the Company has been disclosed as part ofthe “Principal risks and Uncertainties and financial risk management’ note within the Strategic Report ofthis Annual Report Principal activities ‘The principal aciviy of the Company is that of a managing generel agent, wring renewable energy ‘business under binding authorites for various insurers and itis authorised and regulated by the Financial Conduct Authority (FCA). The directors anticipate that the Company will continue trading for the foreseeable future Dividends ‘The directors recommend a final dividend payment on completion of the proposed transaction with ‘Tokio Marine HCC of £1,300,000 (2018: Intarim - £4,000,000). During the year the company made poltical donations of Ni. Individual donations to EU politcal parties were also ENIL Charitable donations During the year the company made chantable donations of £5,610. Individual donations were £Nil Employment of disabled persons ‘Applications for employment by disabled people are always fully considered, bearing in mind the respective aptitudes and abilies of the applicant concemed. In the event of employees becoming disabled every effort is made to ensure that their employment with the Company continues and that the appropriate training is arranged. Itis the Company's intention that opportunities for traning, career evelopment and promoton of asbled persons shoul, 25 far as pose, be ental wth tose for ther employees. Poge7 GCube Underwriting Limited ‘Company number: 06245947 Directors Report for the Year Ended 31 December 2019 (continued) Employee involvement Itis the Company's policy to provide an environment in which individual talents can excel. Employee involvement is encouraged and there is wide staff participation in share ownership and share option schemes of the ultimate holding company, MMC UK Holdings Limited (the Group’). Employees are kept informed of the Company's performance and all matters affecting them as employees by means ‘of regular briefings and consultation. The Company is an equal opportunities. employer ‘and bases all decisions on individual ability regardless of race, religion, age or disably Disclosure of information to the auditors So far a6 the directors are aware, there is no relevant aueit information of which the Company's ‘auditors are unaware, and the directors have taken all the stops that they ought o have taken as a

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