REG - Hansard Global plc - Results for the year ended 30 June 2025
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RNS Number : 7284A Hansard Global plc 25 September 2025
25 September 2025
Hansard Global plc
Results for the year ended 30 June 2025
Strong Momentum, Strengthened Solvency, Sustained Dividend and Positive
Outlook
Hansard Global plc ("Hansard" or "the Group"), the specialist long-term
savings provider, issues its full-year results for the year ended 30 June 2025
("FY 2025").
Summary
FY 2025 FY 2024
New business sales - PVNBP (1) basis £82.4m £77.8m
New business sales - APE (2) basis £12.2m £10.4m
IFRS profit before tax £1.8m £5.3m
Underlying profit £5.1m £8.5m
Recommended final dividend per share (3) 2.65p 2.65p
IFRS earnings per share 1.31p 3.80p
Solvency ratio 169% 149%
As at 30 June 30 June
2025 2024
Assets under Administration £1.13bn £1.15bn
Value of In-Force £103.1m £110.8m
(1) Present Value of New Business Premiums
(2) Annual Premium Equivalent
(3) Subject to approval at the AGM
Thomas Morfett, Group Chief Executive Officer, commented:
"FY 2025 was a year of strategic execution and renewed momentum. We delivered
growth in new business, launched award-winning products, and embedded our new
policy administration system.
While IFRS profit declined due to continued investment and litigation costs,
our underlying performance remains robust, and our solvency position has
strengthened to 169%.
We are excited about the opportunities ahead, particularly the launch of our
Japanese proposition and further expansion in Latin America. Our refreshed
strategy-focused on improving our proposition, growing our footprint, and
future-proofing our business-positions us well for long-term, sustainable
growth."
NEW BUSINESS
New business for FY 2025 totalled £82.4m on a PVNBP basis, up 5.9% from
£77.8m in FY 2024. APE increased by 17.3% to £12.2m, driven by strong uptake
of Global Select, a single premium bond, and early traction from Ascend and
Future Focus, designed to support regular and flexible premium growth.
Single premium sales rose 72.5% year-on-year, while regular premium sales
declined 10.0%, with signs of recovery emerging in the second half. The launch
of our Japanese proposition and continued growth in Latin America are expected
to support further momentum in FY 2026.
TRADING RESULTS
IFRS profit before tax was £1.8m (FY 2024: £5.3m), reflecting continued
investment in strategic initiatives and elevated litigation defence costs.
Underlying profit, excluding non-recurring items, was £5.1m (FY 2024:
£8.5m).
Fee and commission income remained stable at £48.2m, supported by strong
equity markets and resilient contract holder activity. Investment income rose
to £5.0m (FY 2024: £4.7m), benefiting from favourable interest rate
conditions and proactive treasury management.
Administrative and other expenses increased to £36.7m (FY 2024: £33.3m),
driven by depreciation of the new policy administration system and targeted
growth investment.
Value in Force totalled £103.1m as at 30 June 2025 compared to £110.8m at 30
June 2024. This reduction has primarily arisen because the profits earned
during the year exceeded the expected future profits from new business written
in the same period. We have also revised some assumptions with regards to
future policyholder behaviour and expenses which has had a negative impact.
Assets under administration were £1.13bn as at 30 June 2025, down slightly
from £1.15bn at 30 June 2024.
policyholder LITIGATION
The Group continues to manage legacy litigation exposures with discipline. As
at 30 June 2025, writs served represented a net cumulative exposure of
€23.8m (£20.4m), consistent with €23.8m (£20.2m) a year earlier.
Five new writs were received during the year (FY 2024: 12), reflecting a
notable decline in new claims and highlighting the maturity of the legacy
book.
The Group recorded £0.4m in insurance recoveries and continues to expect that
several larger claims will be mitigated through insurance. While resolution
timelines vary by jurisdiction, the Group remains confident in its legal
defences and anticipates further progress in FY 2026 as claims mature and
recoveries advance.
OUTLOOK
FY 2026 represents a pivotal year in Hansard's strategic journey, as the Group
transitions from foundational investment to execution and growth.
Our strategy continues to be anchored in three imperatives:
· Improve: Elevate customer service standards and enhance product
features to better meet evolving client needs.
· Grow: Launch our Japanese proposition in partnership with
Guardian and deepen distributor relationships across Latin America to expand
our international footprint.
· Future-proof: Optimise operational efficiency, manage legacy
litigation, and advance our ESG agenda to ensure long-term resilience and
sustainability.
New sales will contribute positively to profitability over a number of years
given the long term nature of our business. The Group's solvency position
remains strong. With a clear strategic roadmap, a refreshed product suite, and
a scalable digital infrastructure, Hansard is well positioned to deliver
sustainable growth and long-term value for all stakeholders.
DIVIDENDS
The Board has proposed a final dividend of 2.65p per share, maintaining the
total dividend for the year at 4.45p (FY 2024: 4.45p). Subject to shareholder
approval at the AGM on 5 November 2025, the dividend will be paid on 13
November 2025 to shareholders on the register at 3 October 2025. The
ex-dividend date is 2 October 2025.
HALF-YEARLY RESULTS
The results for the half-year ending 31 December 2025 are expected to be
published on 5 March 2026.
For further information:
Hansard Global plc
Thomas Morfett, Group Chief Executive Officer
Ollie Byrne, Group Chief Financial Officer
Tel: +44 (0) 1624 688 000
Email: investor-relations@hansard.com
Camarco
Ben Woodford
Aoife McLarnon
Tel: +44 (0) 7990 653 341
Notes to editors:
· Hansard Global plc is the holding company of the Hansard Group of
companies. The Company was listed on the London Stock Exchange in December
2006. The Group is a specialist long-term savings provider, based in the Isle
of Man.
· The Group offers a range of flexible and tax-efficient investment
products within a life assurance policy wrapper, designed to appeal to
affluent, international investors.
· The Group utilises a controlled cost distribution model via a
network of independent financial advisors, and the retail operations of
certain financial institutions who provide access to their clients in more
than 170 countries. The Group's distribution model is supported by Hansard
OnLine, a multi-language internet platform, and is scalable.
· The principal geographic markets in which the Group currently
services contract holders and financial advisors are the Middle East &
Africa, the Far East and Latin America. These markets are served by Hansard
International Limited and Hansard Worldwide Limited.
· Hansard Europe dac previously operated in Western Europe but
closed to new business with effect from 30 June 2013.
· The Group's objective is to grow by attracting new business and
positioning itself to adapt rapidly to market trends and conditions. The
scalability and flexibility of the Group's operations allow it to enter or
develop new geographic markets and exploit growth opportunities within
existing markets often without the need for significant further investment.
Forward-looking statements:
This announcement may contain certain forward-looking statements with respect
to certain of Hansard Global plc's plans and its current goals and
expectations relating to future financial condition, performance and results.
By their nature forward-looking statements involve risk and uncertainties
because they relate to future events and circumstances which are beyond
Hansard Global plc's control. As a result, Hansard Global plc's actual future
condition, performance and results may differ materially from the plans, goals
and expectations set out in Hansard Global plc's forward-looking statements.
Hansard Global plc does not undertake to update forward-looking statements
contained in this announcement or any other forward-looking statement it may
make. No statement in this announcement is intended to be a profit forecast or
be relied upon as a guide for future performance.
This announcement contains inside information which is disclosed in accordance
with the Market Abuse Regime.
Legal Entity Identifier: 213800ZJ9F2EA3Q24K05
Hansard Global plc
Report and Accounts for the year ended 30 June 2025
CHAIRMAN'S STATEMENT
I am pleased to present the Annual Report for the year ended 30 June 2025
("FY25").
Dr Leonard Polonsky
This year marked the passing of our founder and President, Dr Leonard Polonsky
CBE. A pioneer in international financial services and a philanthropist of
global renown, Dr Polonsky's charm, creativity, and tireless enthusiasm shaped
Hansard's culture and purpose. His legacy lives on through the Polonsky
Foundation and the values that continue to guide our business. On behalf of
the Board, I express our enduring gratitude for his extraordinary
contribution.
Financial Performance
The year was one of strong momentum for the Group. New business accelerated,
with a 17% increase in APE sales and a 6% rise in PVNBP, reflecting the
growing strength of our refreshed proposition and the tentative early success
of our international expansion strategy. These results underscore the
effectiveness of our strategic investments and the resilience of our business
model.
The Group reported an IFRS profit before tax of £1.8m (FY24: £5.3m), with
the decline reflecting continued investment in strategic priorities. As we
flagged in our results announcement for the first six months of FY25, it will
take time for improved sales to fully translate into increased profits.
Nonetheless, operational expenses were tightly controlled, and fee income
growth helped offset elevated litigation defence costs. Notably, we observed a
material reduction in the volume of new litigation writs, and continued
insurance recoveries. However, in line with our prudent and disciplined
provisioning approach, we have maintained the contingent liability at €23.8m
(FY24: €23.8m) to ensure the Group remains appropriately reserved as claims
mature and the legal process evolves. A suite of capital management
initiatives contributed to a material improvement in solvency, which now
stands at 169% prior to the final dividend (2024: 149%), strengthening our
ability to sustain shareholder returns over time.
Reflecting the Board's confidence in the Group's financial strength and
strategic progress, we have recommended a final dividend of 2.65p per share.
This maintains the total dividend for the year at 4.45p-unchanged from FY24.
The decision to hold the dividend steady, despite lower IFRS profit,
underscores our long-term commitment to capital discipline and sustainable
growth. Subject to shareholder approval at the Annual General Meeting, the
final dividend of 2.65p per share is scheduled for payment on 13 November
2025. The ex-dividend date will be 2 October, with a record date of 3 October.
Strategic Oversight and Governance
The Board oversaw the successful completion of our enhanced proposition
programme, including the launch of new regular premium and investment bond
propositions, Ascend and Future Focus, and the continued rollout of Global
Select. These initiatives have strengthened our competitive positioning and
laid the groundwork for future growth.
We also monitored the Group's expansion into new markets. In Japan, regulatory
approvals were secured, and operations are now fully staffed, with our
distribution partner Guardian preparing to commence sales. In Latin America,
new business in Mexico and deepened distributor relationships signal promising
momentum.
Board Developments
We welcomed Lynzi Harrison to the Board in December 2024 as an Independent
Non-Executive Director. Her extensive experience across finance, operations,
and global distribution adds valuable perspective. She now serves as Senior
Independent Director and Chair of the Remuneration Committee.
In October 2024, we appointed Ollie Byrne as Chief Financial Officer and
Executive Director. With over 25 years at Hansard in senior leadership roles
across actuarial, operations, and strategy, Ollie brings a rare depth of
institutional knowledge. His appointment reinforces continuity and strengthens
the leadership team as we prepare to execute the Group's next phase of growth.
We thank Jose Ribeiro for his five years of dedicated service and extend our
best wishes to Noel Harwerth OBE, who will step down in November 2025.
Sustainability and ESG
The Board continues to embed sustainability and ESG into its strategy and
operations, reflecting its importance in long-term value creation for the
Group.
Business Continuity
Despite the sadness felt at the loss of our founder, the Group continues to
operate on a business-as-usual basis. Our leadership team, governance
structures, and operational resilience ensure that Hansard remains well
positioned to deliver on its strategic objectives and to serve our clients and
stakeholders without interruption. Importantly, there has been no change in
the Group's strategic direction or ownership following Dr Polonsky's passing.
The Board remains fully committed to the long-term vision and values
established by our founder, and the Group's strategy, management, and
day-to-day operations continue unchanged.
Outlook
As we look to FY26 and beyond, Hansard Global enters a new chapter with a
clear strategic direction and a strong foundation for long-term, responsible
growth. In the short term, profit pressures will continue until the sales
growth converts more fully to profit and as we invest in further growth.
However, we are confident that our refreshed product suite, enhanced digital
infrastructure, expanding international footprint, and growing commitment to
sustainability position us well to successfully navigate an uncertain
macroeconomic environment while pursuing our long-term growth objectives with
discipline and focus.
Philip Kay
Chairman
24 September 2025
CEO REVIEW
Strategic Execution and Market Expansion
FY25 was a year of consolidation and momentum. We embedded the foundations
laid in the prior year-enhancing our digital infrastructure, launching a
refreshed product suite, expanding our international footprint, and delivering
sales growth.
Our new single premium product, Global Select, delivered strong sales in its
first full year. Ascend and Future Focus were launched to support regular and
flexible premium growth. These products have received positive market feedback
and are positioned to drive further momentum in FY26.
Our commitment to product innovation and client outcomes continues to gain
external recognition. Recent awards for Ascend and Global Select not only
validate the strength of our refreshed proposition but also reflect the
growing confidence of distributors and clients in our ability to deliver
relevant, high-quality solutions across diverse markets.
In Japan, we completed final preparations for launch, with Guardian readying
to commence sales. In Latin America, tentative early success in Mexico and
strengthened distributor relationships reflect our commitment to scalable
market diversification. In Mexico, progress to date includes signing new terms
of business, onboarding our products with a major broker, building strong
relationships, completing training and product presentations, and the start of
sales activity.
Operational Efficiency and Technology
We continued to embed and enhance our new policy administration system,
implemented in FY24. Now fully operational, the system is undergoing ongoing
optimisation to unlock greater automation, scalability, and an improved client
experience. These enhancements are expected to deliver long-term cost
efficiencies and service benefits.
Strengthening our digital infrastructure remains a strategic priority, and
recent industry recognition for client service and fintech innovation
reinforces our direction and long-term commitment to delivering a
high-quality, technology-enabled experience.
Financial Performance
The Group has delivered stable financial results and positioned itself for
long-term, sustainable growth, despite persistent macroeconomic headwinds,
including currency fluctuations, inflationary pressures, and interest rate
uncertainty. The decline in IFRS profitability reflects our continued
investment in strategic priorities and the impact of elevated litigation
defence costs. Our solvency position has materially improved, and we continue
to manage shareholder assets conservatively to preserve capital and minimise
risk.
Financial performance for the year ended 30 June 2025 is summarised as
follows:
2025 2024
£m £m
New business sales - APE 12.2 10.4
New business sales - PVNBP 82.4 77.8
IFRS profit before tax 1.8 5.3
Underlying IFRS profit 5.1 8.5
Assets under Administration 1,129.8 1,150.9
Value of In-Force (regulatory basis) 103.1 110.8
FY25 marked a turning point in our growth trajectory, with new business sales
rising by 17% on an APE basis, reaching £12.2m (2024: £10.4m), and by 6% on
a PVNBP basis, reaching £82.4m (2024: £77.8m)-our strongest annual increase
in recent years. This performance was fuelled by the continued success of
Global Select, our new proposition launched in late FY24, which helped to
deliver a 72.5% uplift in single premium sales. While regular premium sales
declined by 10.0%, early signs of recovery are emerging following the launch
of Ascend, our award-winning regular premium product, which is gaining
traction across key markets and expected to contribute more meaningfully in
FY26.
The Group reported an IFRS profit before tax of £1.8m (2024: £5.3m), with
underlying IFRS profit (which excludes litigation and non-recurring expenses)
of £5.1m (2024: £8.5m). This reduction reflects targeted investment in
long-term value drivers, a full year of depreciation from the new system, and
elevated litigation defence costs.
Assets under Administration (AuA) stood at £1,129.8m at year-end (2024:
£1,150.9m), reflecting net outflows and adverse currency movements, partially
offset by strong single premium sales and market gains. The Value of In-Force
(VIF) on a regulatory basis was £103.1m (2024: £110.8m), underlining the
strength of our long-term revenue-generating capacity.
Fee income remained broadly stable at £48.2m (2024: £48.8m), underpinned by
strong equity market performance and resilient contract holder activity.
Market conditions improved in the second half of FY25, with global equity
markets rebounding to record highs-supporting fee stability. Currency
movements and interest rate dynamics continued to influence reported results.
The US Dollar depreciated by approximately 8% against Sterling since February,
reducing the Sterling value of our USD-denominated income. Treasury returns,
however, benefited from favourable interest rate conditions and proactive
asset management, with investment income rising to £5.0m (2024: £4.7m).
Administrative and other expenses rose to £36.7m (2024: £33.3m), driven by
investment in capacity and capability to support future growth, and defending
legacy litigation. Origination costs decreased to £15.0m (2024: £16.1m),
with lower acquisition costs and stable amortisation of deferred expenses.
Cash flows before dividends were negative £2.9m (2024: inflows of £3.0m),
primarily due to a £3.8m investment into a corporate bond, and investment in
new business acquisition and IT infrastructure. Despite this, we maintained
our dividend at 4.45p per share, reflecting our confidence in the Group's
capital strength and long-term prospects.
The Group remains well capitalised, supported by a series of capital
management initiatives implemented during the year that have materially
strengthened our solvency position. Under risk-based capital methodologies,
total Group Free Assets in excess of the Solvency Capital Requirement stood at
£45.6m (2024: £39.4m), representing a coverage ratio of 169% (2024: 149%).
Shareholder assets continue to be managed conservatively, held across a
diversified portfolio of deposit institutions, investment-grade corporate
bonds, and highly rated money market liquidity funds. This prudent investment
strategy has minimised market risk and underpinned the Group's financial
stability and resilience over recent years.
Litigation
We are proactively managing legacy litigation linked to Hansard Europe dac,
with a focus on reducing exposure, securing insurance recoveries, and
protecting the Group's reputation and capital position. At 30 June the net
cumulative exposure was €23.8m (£20.4m), and the Group noted a material
reduction in the volume of new writs during the year and recorded £0.4m in
insurance recoveries. While resolution timelines vary by jurisdiction, our
legal strategy remains robust, and we expect continued progress in FY26 as
claims mature and recoveries advance.
Sustainability and ESG Progress
We also advanced our ESG agenda, expanding our community engagement efforts,
and embedding sustainability into our operations. We achieved a 9% reduction
in Scope 1 and 2 emissions, expanded our community engagement efforts with
over 500 hours of volunteering, and embedded sustainability into our
operations and governance frameworks. These initiatives reflect our belief
that long-term success must be underpinned by responsible business practices.
People and Culture
Our people remain the key driver of our success. On behalf of the Board, I
would like to express our sincere appreciation to all colleagues across the
Group. Their commitment to our clients, adaptability in the face of change,
and shared belief in our long-term vision have been instrumental in navigating
a complex environment and positioning the business for future success.
The passing of our founder and President, Dr Leonard Polonsky CBE, was deeply
felt across the Group. While Dr Polonsky had stepped back from active
involvement in recent years, his vision, passion, and unwavering commitment to
our values have left an enduring mark on our culture. The Board and all
colleagues remain profoundly grateful for his extraordinary contribution, and
his legacy will continue to inspire and guide Hansard as we move forward.
Looking Ahead
FY26 marks a pivotal year in our strategic journey. Our refreshed strategy is
guided by three imperatives: improving our business, growing our footprint,
and future-proofing our business model.
Our FY26 priorities are:
· Improve: Strengthen our proposition and continue to focus on our
customer service.
· Grow: Launch our Japanese proposition and continue to work with
new distributors in Latin America.
· Future-proof: Optimise our operating model and manage legacy
litigation.
While short-term pressures on profitability persist, our solvency remains
strong, our strategy is clear, and our people are energised. We remain focused
on delivering sustainable value for all stakeholders.
Thomas Morfett
Group Chief Executive Officer
24 September 2025
OUR BUSINESS MODEL AND STRATEGY
Strategic Context and Vision
At Hansard, our mission is to empower clients to achieve lasting financial
success while cultivating trusted relationships with quality distributors.
Our vision is to deliver competitive and innovative financial solutions to
clients worldwide leveraging the expertise of high-quality distributors -
anchored in trust, integrity, respect, quality, and innovation.
FY25 marked a pivotal year in our strategic journey. With new propositions
launched, international expansion underway, and continued investment in
digital infrastructure, we have laid the groundwork for sustainable growth.
Our strategy is clear: to improve our business, grow our footprint, and
future-proof our business model.
This strategy is underpinned by three imperatives:
· Improve: We are committed to enhancing client outcomes by
recruiting, training, and retaining quality people; delivering excellent
customer service; and strengthening our proposition through distributor
feedback and market insight.
· Grow: We are focused on organic expansion, including our re-entry
into the Japanese market and deepening distributor relationships. We continue
to develop bespoke distributor partnerships that support scalable, long-term
growth.
· Future-proof: We are committed to embracing innovation and
digital transformation to elevate client experiences, drive operational
efficiency, and ensure resilience in a dynamic regulatory and economic
environment.
These imperatives are not abstract ambitions. They are embedded in our
day-to-day operations and reflected in our strategic initiatives for FY26,
including enhancements to our product and fund range, and drive excellent
customer service standards.
Our people remain central to our success. By fostering a culture of
empowerment, accountability, and continuous improvement, we are building a
business that is not only fit for the future but also aligned with the values
that have defined Hansard for nearly four decades.
Our strategic commitment to sustainability is not only reflected in our ESG
initiatives but also embedded in our enterprise risk management and long-term
planning frameworks. Climate-related risks and opportunities are actively
assessed across our strategic pillars-Improve, Grow, and Future-proof-and are
integrated into our governance, investment, and operational decisions.
For a more detailed overview of how these considerations are embedded into our
risk management, scenario modelling, and strategic resilience planning, please
refer to our TCFD-aligned disclosures in the Sustainability and ESG
Integration section. These disclosures outline our approach to governance,
strategy, risk management, and metrics and targets in relation to
climate-related financial risks and opportunities.
Our Business Model
Hansard is a specialist provider of long-term savings and investment
solutions, operating through a network of regulated entities across the Isle
of Man, The Bahamas, the Republic of Ireland, Malaysia, Japan, and the UAE.
Our business model is built on delivering secure, flexible, and transparent
life assurance wrappers to international clients, supported by a robust
digital infrastructure and a global distribution network of independent
financial advisers ("IFAs").
We serve a diverse client base of affluent international investors,
institutions, and wealth-management groups, administering assets in excess of
£1 billion across nearly 40,000 client accounts. Our products are exclusively
distributed through IFAs and the retail operations of financial institutions,
with local language support provided by our Regional Sales Managers and our
award-winning Hansard OnLine platform.
Our operations are structured to ensure regulatory compliance, operational
efficiency, and strategic agility. Each of our regulated entities plays a
distinct role:
· Hansard International (Isle of Man) supports business flows from
Japan, Malaysia, and the UAE through its branches and reinsurance
arrangements.
· Hansard Worldwide (The Bahamas) underwrites international and
expatriate business globally.
· Hansard Europe (Republic of Ireland) manages legacy business,
having ceased new business intake in 2013.
We do not offer investment advice, and our products carry no investment
guarantees, ensuring that contract holders bear the investment risk. This
model allows us to maintain a low-risk balance sheet and minimise capital
strain, while offering clients access to a wide range of investment assets
tailored to their needs.
Our business model is designed to scale efficiently, adapt to regulatory
change, and support strategic growth initiatives. In FY26, this includes the
launch of our Japanese proposition, enhancements to our product and fund
ranges, and the raising of excellent customer service standards.
Executing Our Strategy
Our strategy is built around three imperatives-Improve, Grow,
and Future-proof-which guide our decision-making and operational priorities
across the Group. These pillars are not static; they evolve in response to
market dynamics, client expectations, and regulatory developments. In FY26, we
are executing this strategy through a focused set of initiatives that reflect
our ambition to deliver sustainable growth and long-term value.
1. Improve
We are committed to enhancing client outcomes and operational excellence by:
· Delivering excellent customer service: A Group-wide initiative is
underway to raise service standards, supported by training, process
optimisation, and digital enhancements.
· Strengthening our proposition: We are refreshing our back-book
fund range and introducing new product features such as segmentation, multiple
beneficiaries, and alternative charging structures.
· Listening to distributors: Feedback loops are embedded into our
product development and service design processes, ensuring our offerings
remain relevant and competitive.
2. Grow
We are expanding our footprint and deepening relationships in key markets:
· Japan launch: Following regulatory approval and operational
readiness, we are preparing to launch our locally licensed investment products
in Japan in partnership with Guardian.
· Latin America: We are reviewing our sales structure and
distributor relationships to build on early traction in Mexico and support
scalable growth.
· Product innovation: We are developing innovative new products
together with our distributors.
3. Future-proof
We are investing in technology, governance, and resilience to ensure long-term
sustainability:
· Digital transformation: We continue to enhance our policy
administration system and are completing the decommissioning of legacy
systems.
· Operational efficiency: Projects such as e-invoicing,
re-engineered reconciliations, and operational optimisation are designed to
streamline processes and reduce cost-to-serve.
· Risk and compliance: We are implementing a new risk management
platform and strengthening our regulatory reporting capabilities, including
FATCA/CRS compliance.
· Litigation management: We are proactively managing legacy
litigation with a focus on reducing exposure, securing insurance recoveries,
and protecting the Group's reputation and capital position.
Together, these initiatives reflect our ambition to deliver sustainable
growth, enhance client outcomes, and build a resilient, future-ready business.
Our strategy is supported by a disciplined approach to capital allocation, a
strong solvency position, and a culture that values innovation,
accountability, and client-centricity.
Our Products
Hansard's product suite is designed to meet the long-term savings and
investment needs of international clients through secure, flexible, and
transparent life assurance wrappers. Our contracts are unit-linked, offering
access to a broad range of investment assets, and are available on a regular,
single, or flexible premium basis.
We do not offer investment advice, and our products do not include financial
guarantees or options. This ensures that contract holders bear the investment
risk, while the Group minimises capital strain and maintains a low-risk
balance sheet.
Our products are distributed exclusively through IFAs and the retail
operations of financial institutions. We support these partners with
multilingual digital tools, including Hansard OnLine and Online Accounts,
which enable real-time policy management and fund performance tracking.
In FY24, we launched Global Select, a single premium product that has
delivered strong uptake and is now being enhanced with segmentation and
additional charging options.
We also introduced Ascend and Future Focus in FY25, designed to support
regular and flexible premium growth. These products are being further refined
to include features such as multiple beneficiaries and lower minimum premiums.
Each product is designed to meet specific client profiles-from Global Select's
appeal to lump-sum investors, to Ascend and Future Focus supporting regular
and flexible premium savers.
Looking ahead, we are preparing to launch two new regulated products in Japan:
· Global Access - a regular premium savings product tailored to
the Japanese domestic market.
· Upstream - a flexible premium investment bond designed to meet
the evolving needs of Japanese investors.
These launches mark a significant milestone in our international expansion
strategy and reflect our commitment to delivering competitive, relevant
solutions in high-potential markets.
We are also developing new innovative products and extending our fund range to
ensure continued relevance and competitiveness.
These enhancements are informed by distributor feedback and market analysis
and are aligned with our commitment to delivering a standout value
proposition.
Our commitment to product excellence has been recognised through multiple
industry awards, including recent accolades for Best International Savings
Plan for Ascend and Highly Commended International Portfolio Bond Product for
Global Select. These achievements reflect our ongoing investment in product
enhancement and client outcomes.
Our product strategy is focused on simplicity, transparency, and
adaptability-enabling clients to align investments with their goals through
secure, scalable structures and features like flexible contributions, clear
fees, and intuitive digital tools. Together, these ensure a compelling
offering that delivers strong value for money and stands out in a competitive
international market.
Revenue Model
Hansard's revenue model is built on the administration of long-term savings
and investment contracts. Our primary source of income is the fees earned from
managing these contracts, which are largely fixed in nature and resilient to
market volatility. This provides a stable and predictable income stream that
supports operational resilience and long-term planning.
Approximately one-third of our revenue is linked to the value of assets under
administration (AuA), which stood at £1.13 billion as at 30 June 2025. This
component of income benefits from favourable market conditions and strong
single premium inflows, such as those generated by Global Select.
The Group's revenue model is exposed to macroeconomic variables, particularly
currency movements and interest rates. Approximately three-quarters of
premiums are received in US Dollars-serving as a proxy for income
exposure-while most expenses are settled in Sterling. This creates a
structural exposure to USD/GBP exchange rate fluctuations. Although the Group
does not currently hedge foreign currency cash flows, excess foreign currency
is regularly converted to Sterling to manage volatility. Based on current
business volumes, a 5% movement in the USD/GBP exchange rate typically affects
annual fee income by approximately £1.9m.
Treasury returns are influenced by prevailing interest rate conditions across
the Group's portfolio of deposit institutions, investment-grade corporate
bonds, and money market funds. A 1% change in average interest rates would
typically impact annual treasury returns by approximately £0.6m, based on
current asset allocations. The Group continues to monitor central bank policy
and market dynamics closely to optimise yield while preserving capital.
Our prudent approach to treasury management ensures that shareholder assets
are conservatively invested across a diversified portfolio of deposit
institutions, investment-grade corporate bonds, and highly rated liquidity
funds. This strategy minimises market risk and underpins the Group's financial
stability.
Our fee-based model enables us to:
· Fund ongoing investment in digital infrastructure, product
development, and service enhancements.
· Remunerate our global distribution network of independent
financial advisers.
· Maintain a stable dividend policy, reflecting the Board's
confidence in the Group's capital strength and strategic direction.
· Absorb the costs of strategic initiatives and litigation defence
while preserving solvency and liquidity.
We continue to optimise our cost base through operational efficiency projects,
including process re-engineering and automation. These initiatives are
designed to reduce the Group's cost-to-serve and enhance scalability as we
grow our international footprint.
As we execute our FY26 business plan, we remain focused on balancing
investment in growth with disciplined cost control and capital stewardship,
ensuring that our revenue model continues to support sustainable value
creation for all stakeholders.
Managing Risk
Hansard operates in a complex and evolving global environment, where
macroeconomic volatility, regulatory change, and geopolitical uncertainty
present both challenges and opportunities. Our approach to risk management is
grounded in prudence, transparency, and continuous improvement-ensuring that
we protect our stakeholders while enabling sustainable growth.
We maintain a robust, low-risk balance sheet and a conservative investment
strategy. Our products carry no investment guarantees or options, which limits
capital strain and market exposure. This model allows us to focus on long-term
value creation while preserving financial flexibility.
Our enterprise risk management ("ERM") Framework is designed to identify,
assess, and mitigate risks across all areas of the business. The Framework is
embedded in our governance structures and aligned with international
regulatory standards with continued commitment to improving risk visibility,
responsiveness, and integration across the Group.
Key areas of focus include:
· Operational resilience: We are strengthening our systems and
controls to ensure continuity of service and data integrity, particularly as
we scale our digital infrastructure and decommission legacy systems.
· Regulatory compliance: We continue to work closely with
regulators across all jurisdictions, adapting to evolving supervisory
expectations and embedding regulatory change into our strategy, policy, and
culture.
· Litigation management: We are proactively managing legacy
litigation linked to Hansard Europe dac, with a focus on reducing exposure,
securing insurance recoveries, and protecting the Group's reputation and
capital position.
· Cybersecurity: We are investing in advanced detection and defence
capabilities to safeguard client data and maintain trust in our digital
platforms.
Our risk culture is supported by clear accountability, regular training, and
open communication. We believe that effective risk management is not only a
regulatory requirement but a strategic enabler-allowing us to innovate with
confidence, serve clients with integrity, and deliver long-term value to
shareholders.
Digital Innovation and Client Experience
Digital innovation is central to Hansard's strategy to improve client
outcomes, enhance operational efficiency, and future-proof the business. Our
technology platforms are continually being re-designed to support scalable
growth, enable seamless adviser and client interactions, and deliver a
consistently high standard of service across jurisdictions.
Our flagship platform, Hansard OnLine, is used daily by IFAs around the
world. It provides real-time access to policy information, transaction tools,
and fund performance data in multiple languages. Complementing this,
our Online Accounts platform empowers clients to manage their policies
securely, 24/7, from any device, supporting transparency, engagement, and
long-term retention.
In FY25, we completed the implementation of a new policy administration
system, which is now fully operational. This system forms the backbone of our
digital infrastructure and is being continuously enhanced to unlock
automation, improve scalability, and reduce manual processing. These
improvements are expected to yield cost savings and service benefits over
time.
In FY26, we are advancing several digital initiatives to further elevate our
technology advantage:
· New APIs to improve onboarding and servicing efficiency.
· E-invoicing and automated reconciliations to enhance financial
operations and reduce turnaround times.
· Legacy system decommissioning to streamline architecture and
reduce operational risk.
Our commitment to digital excellence has been recognised through multiple
industry awards in recent years, including accolades for Excellence in Client
Service (Asia) and Excellence in Fintech. These achievements reflect our
ongoing investment in technology and our unwavering focus on delivering a
best-in-class experience for clients and distributors alike.
As we continue to innovate, we remain guided by our values of trust, quality,
and innovation-ensuring that every digital enhancement contributes to a more
responsive, secure, and client-centric business.
Regulatory Engagement
Hansard operates in a highly regulated, multi-jurisdictional environment. We
view regulatory engagement not as a compliance obligation alone, but as a
strategic enabler-supporting market access, client confidence, and long-term
sustainability.
Our principal operating entities are authorised and supervised by regulators
in the Isle of Man, The Bahamas, Republic of Ireland, Malaysia, Japan, and the
UAE-where we serve the market through a reinsurance arrangement with a locally
licensed insurer, ensuring compliance with local regulatory frameworks while
maintaining operational efficiency. We maintain open, transparent, and
constructive relationships with each of these authorities, ensuring that our
operations meet or exceed local and international standards.
In the Isle of Man, we continue to align with the Financial Services
Authority's risk- and impact-led supervisory model. This approach prioritises
outcomes that enhance the Island's reputation as a well-regulated and
internationally responsible jurisdiction. We support this direction through
proactive engagement, timely reporting, and a commitment to continuous
improvement in governance, risk management, and internal controls.
We also worked closely with the Insurance Commission of The Bahamas to
secure regulatory approval for the launch of three key products - Global
Select, Ascend, and Future Focus. These approvals reflect our ability to
navigate complex regulatory landscapes and adapt our business model to meet
jurisdiction-specific requirements while maintaining high standards of
compliance and transparency.
Throughout FY25, we worked closely with the Japan Financial Services Agency to
support the launch of our new Japanese proposition, including the imminent
introduction of two locally licensed products - Global Access and Upstream.
These engagements reflect our ability to navigate complex regulatory
landscapes and adapt our business model to meet jurisdiction-specific
requirements.
We seek iterative improvements to our compliance infrastructure to ensure
that:
· Our compliance systems and controls remain robust and effective
on a continuing basis. Our capacity to manage regulatory change on a timely
and effective basis is embedded into our strategy, our policies, and our
culture.
· We remain committed to upholding the highest standards of
integrity, transparency, and accountability. Our regulatory engagement
strategy is designed to protect clients, support innovation, and ensure that
Hansard remains a trusted partner in every market in which we operate.
Sustainability and ESG Integration
At Hansard, sustainability is not a standalone initiative-it is embedded in
our strategy to improve, grow, and future-proof the business. We recognise
that long-term value creation depends on our ability to operate responsibly,
minimise our environmental impact, and contribute positively to the
communities in which we operate.
Our ESG approach is structured around three pillars:
· Environmental Responsibility: We are committed to reducing our
carbon footprint and improving environmental performance across our
operations. In FY25, we achieved a 9% reduction in Scope 1 and 2 emissions,
supported by initiatives such as transitioning to renewable energy tariffs,
reducing business travel, and investing in verified carbon offset programmes.
We continue to enhance our data collection and reporting capabilities, with
the aim of setting absolute reduction targets across all material emission
categories.
· Social Impact: We foster a culture of inclusion, wellbeing, and
community engagement. Our Wellbeing and Green Teams led over 500 hours of
volunteering and sustainability-focused activities during the year, including
biodiversity projects, youth education programmes, and support for local
charities. We also expanded our employee development initiatives, with a focus
on resilience, leadership, and service excellence.
· Governance and Risk Management: ESG risks and opportunities are
integrated into our ERM Framework and overseen by the Board and Executive
Committee. ESG is a standing agenda item at Board meetings, and our governance
structures ensure clear accountability for sustainability performance. We
continue to align our disclosures with the TCFD framework and are preparing
for broader sustainability reporting requirements.
Looking ahead, we will continue to refine our ESG strategy, with a focus on:
· Embedding sustainability into product development and investment
governance.
· Enhancing Scope 3 emissions tracking, particularly across our
value chain.
· Supporting clients and advisers with ESG-related fund insights
and tools.
· Aligning our practices with emerging regulatory standards and
stakeholder expectations.
Our ambition is to be recognised not only for the quality of our products and
services, but also for the integrity and responsibility with which we operate.
KEY PERFORMANCE INDICATORS
The Group's senior management team monitors a wide range of Key Performance
Indicators, both financial and non-financial, that are designed to ensure that
performance against targets and expectations across significant areas of
activity are monitored and variances explained.
The following is a summary of the key indicators that were monitored during
FY25.
New Business - The Group's internal indicator of calculating new business
production, Net Issued Compensation Credit ("NICC") reflects the amount of
base commission payable to intermediaries, excluding override commission.
Incentive arrangements for intermediaries and the Group's Regional Sales
Managers incorporate targets based on NICC (weighted where appropriate).
New business levels are reported daily and monitored weekly against target
levels. Net Issued Compensation Credit was £5.8m for the year, up £0.2m on
2024, reflective of higher new business levels.
Administrative Expenses (excl. litigation and non-recurring items) - The Group
maintains a rigorous focus on expense levels and the value gained from such
expenditure. The objective is to develop processes to restrain increases in
administrative expenses to the rates of inflation assumed in the charging
structure of the Group's policies.
The Group's administrative and other expenses for the year (excl. litigation
and non-recurring items) were £28.3m compared to £25.0m in 2024. Further
detail is contained in the section on Administrative and other expenses on
page 19.
Cash - Bank balances and significant movements on balances are reported
monthly. The Group's cash and deposits at the balance sheet date were £66.2m
(2024: £65.0m). Movements are reflective of cash earned from new and existing
business, commissions and expenses paid, investments in new systems, the level
of inflight transactions, and the dividends paid to shareholders.
Operational Resilience - Maintenance of continual access to data is critical
to the Group's operations. This has been achieved throughout the year through
a robust infrastructure. The Group is pro-active in its consideration of
threats to data, data security and data integrity. Business continuity and
penetration testing is carried out regularly by internal and external
parties. Operational Resilience is further evidenced by ongoing remote
working as a normal business practice.
Risk profile - The factors impacting on the Group's risk profile are kept
under continuous review. Senior management review actual and emerging risks at
least monthly. The principal risks faced by the Group are summarised in the
Principal Risks section.
Solvency - The Solvency Capital Requirement ("SCR") of the Group and its
subsidiaries is monitored frequently and reported to the Board. The SCR as at
30 June 2025 is reported in Other Information on page 153.
business AND FINANCIAL REVIEW
NEW BUSINESS PERFORMANCE FOR THE YEAR ENDED 30 JUNE 2025
The Group remains focused on distributing both regular and single premium
products across a broad range of international markets, achieving
well-diversified and resilient new business growth.
New business performance for the year is summarised in the table below:
2025 2024 %
Basis £m £m change
Annualised Premium Equivalent ("APE") 12.2 10.4 17.3%
Present Value of New Business Premiums ("PVNBP") 82.4 77.8 5.9%
Annual Premium Equivalent ("APE")
New business for FY25 totalled £12.2m (2024: £10.4m) on an APE basis,
representing a 17.3% increase on the prior year. This growth was primarily
driven by the continued success of Global Select, our new proposition
launched in late FY24, which helped to deliver a 72.5% uplift in single
premium sales. While regular premium sales declined by 10.0%, early signs of
recovery are emerging following the launch of our award-winning regular
premium product, Ascend, which is gaining traction across key markets.
New business flows on the APE basis for the Group are as follows:
2025 2024 %
APE by product type £m £m change
Regular premium 6.2 6.9 (10.0%)
Single premium 6.0 3.5 72.5%
Total 12.2 10.4 17.3%
Present Value of New Business Premiums ("PVNBP")
New business for FY25 totalled £82.4m (2024: £77.8m) on a PVNBP basis,
representing a 5.9% increase on the prior year.
New business flows on the PVNBP basis for the Group are as follows:
2025 2024 %
PVNBP by product type £m £m change
Regular premium 27.9 44.2 (36.9%)
Single premium 54.5 33.6 62.2%
Total 82.4 77.8 5.9%
2025 2024 %
PVNBP by region £m £m change
Middle East and Africa 32.9 32.4 1.5%
Rest of World 16.2 16.4 (1.4%)
Latin America 28.1 24.3 15.7%
Far East 5.2 4.7 11.0%
Total 82.4 77.8 5.9%
The launch of our new single premium proposition, Global Select, received
positive market feedback and drove a significant uplift in single premium
business during the year, a trend we expect to continue into FY26 and beyond.
In parallel, the upcoming launch of new regular premium products through our
distribution agreement with Guardian in Japan is expected to materially
strengthen regular premium flows, supported by further enhancements to our
existing suite.
Activity levels across our distribution network remain high, with several new
relationships already generating business. Our sales team is focused on
deepening engagement and driving product innovation-developing new offerings
for priority markets, refining existing products, and advancing system
improvements that elevate our service proposition.
This momentum in new business volumes-particularly in single premium
flows-demonstrates the effectiveness of our product innovation and distributor
engagement strategies. With new launches planned and a strengthened regular
premium offering, we are confident in our ability to sustain this growth into
FY26 and beyond.
Premium currency composition remained broadly stable year-on-year, with US
Dollars continuing to represent the primary denomination:
2025 2024
Currency denominations (as a percentage of PVNBP) % %
US dollar 78 85
Sterling 16 10
Euro 6 4
Other - 1
100 100
Presentation of financial results
The Group's business is inherently long term, and this is reflected in the way
new business flows impact reported earnings under UK-adopted international
accounting standards ("IFRS"). Initial fees and acquisition costs associated
with new contracts are largely deferred and amortised over the life of the
policy, meaning that new sales contribute only modestly to current-period
earnings. Instead, the financial benefits of new business-particularly fee
income-are realised progressively over future reporting periods. This effect
is more pronounced for our newer product suite, which typically features
longer earning profiles than legacy offerings.
Results for the year
The summary below outlines the key components of the Group's financial results
for the year.
IFRS profit before tax for the year was £1.8m, down from £5.3m in FY24.
While fee income and investment returns increased, these gains were offset by
higher administrative expenses, reflecting continued investment in strategic
initiatives and enhanced legacy litigation defence.
Operating profit before litigation and non-recurring items was £5.1m,
compared to £8.5m in FY24, highlighting the impact of elevated cost pressures
and the amortisation of prior investments.
Abridged consolidated income statement
The consolidated statement of comprehensive income, prepared in accordance
with IFRS, presents the Group's financial results for the year. However, due
to the nature of its presentation, it includes certain features that may
obscure the underlying performance of the Group's own activities. In
particular:
· Investment gains attributable to contract holder assets totalled
£27.1m (2024: £114.4m). These assets are selected by the contract holder or
their authorised intermediary, and the associated investment risk is borne by
the contract holder. Corresponding changes in the value of these assets are
reflected within 'Change in provisions for investment contract liabilities',
resulting in no net impact on IFRS profit.
· Fund management fees of £5.1m (2024: £5.1m) were collected and
passed through to third parties with a relationship to the underlying
contracts. Under IFRS, these are reported on a gross basis within both income
and expenses. Adjusting for this, fees and commissions attributable to Group
activities reduce from £48.2m to £43.1m, and administrative and other
expenses reduce from £36.7m to £31.6m, as shown in the abridged income
statement below.
The abridged non-GAAP consolidated income statement below presents the Group's
underlying financial performance, adjusted to exclude items outlined above for
a clearer view of core operating activity.
2025 2024
£m £m
Fees and commissions attributable to Group activities 43.1 43.7
Investment and other income 5.3 5.9
48.4 49.6
Origination costs (15.0) (16.1)
Administrative and other expenses attributable to the Group, excluding (26.2) (24.0)
depreciation and amortisation and before litigation and non-recurring expense
items
Depreciation and amortisation (2.1) (1.0)
Operating profit for the year before litigation and non-recurring items 5.1 8.5
Litigation and non-recurring expense items (3.3) (3.2)
Profit for the year before taxation 1.8 5.3
Taxation - (0.1)
Profit for the year after taxation 1.8 5.2
Fees and commissions
Fees and commissions attributable to Group activities totalled £43.1m for
FY25, a decrease of 1.4% compared to £43.7m in FY24.
Contract fee income amounted to £29.2m, down £1.4m from the prior
year's £30.6m. This includes both the amortised portion of up-front income
deferred under IFRS and contract-servicing charges. Within this:
· Amortisation of deferred income in Hansard
International declined to £16.5m.
· Transactional charges related to policyholder activity fell
to £12.5m.
· Hansard Europe dac, which ceased new business in 2013, recorded a
decrease in contract fee income to £2.0m (2024: £2.2m).
Fund management fees and commissions receivable from third
parties totalled £13.9m, up from £13.1m in 2024. These are directly
linked to the value of assets under administration and are influenced by
market performance, currency fluctuations, and valuation assumptions.
A summary of fees and commissions is set out below:
2025 2024
£m £m
Contract fee income 29.2 30.6
Fund management fees accruing to the Group 8.8 8.3
Commissions receivable 5.1 4.8
43.1 43.7
Contract fee income includes £15.8m (2024: £17.4m) relating to the
amortisation of fees deferred in prior years, as detailed in the analysis
below:
2025 2024
£m £m
Amortisation of deferred income 15.8 17.4
Income earned during the year 13.4 13.2
Contract fee income 29.2 30.6
Investment and other income
Investment and other income decreased to £5.0m as a result of the
reclassification of £0.3m (2024: £0.7m) of other income as contract fee
income in the current year. Underlying bank interest income rose by £0.3m,
reflecting the Group's proactive treasury management and the benefit of higher
interest rates during the year.
2025 2024
£m £m
Bank interest and other income receivable 5.0 5.5
Foreign exchange profits on revaluation of net operating assets 0.3 0.4
5.3 5.9
Origination costs
Under IFRS, new business commissions and directly attributable incremental
costs incurred at contract inception are deferred and amortised over the
expected life of each contract, aligning expenses with the longer-term income
streams they generate. Typical amortisation periods range from 8 to 15 years,
depending on the product type. Other new business costs-such as sales employee
staff salaries-are expensed as incurred.
Origination costs incurred in FY25 totalled £9.2m, a decrease
of £1.1m compared to £10.3m in FY24. This reduction reflects a decline
in the amortisation of previously deferred costs.
2025 2024
£m £m
Origination costs - deferred to match future income streams 7.4 8.2
Origination costs - expensed as incurred 1.8 2.1
Investment in new business in year 9.2 10.3
Amortisation of deferred origination costs net of new deferrals 5.8 5.8
15.0 16.1
In addition, £13.2m (2024: £13.9m) was expensed to match contract fee
income earned during the year from contracts issued in prior periods.
Summarised origination costs for the year were:
2025 2024
£m £m
Amortisation of deferred origination costs 13.2 13.9
Other origination costs incurred during the year 1.8 2.2
15.0 16.1
Administrative and other expenses
The Group continues to manage its expense base with discipline, balancing cost
control with targeted investment to support strategic initiatives and new
business growth.
A detailed breakdown of administrative and other expenses is provided in notes
8 and 9 to the consolidated financial statements. The summary below focuses on
expenses attributable to the Group's own activities, excluding third-party
fund management fees of £5.1m (2024: £5.1m), which are collected and
passed through to external parties associated with underlying contracts.
2025 2024
£m £m
Salaries and other employment costs 12.3 11.3
Other administrative expenses 9.8 7.8
Professional fees, including audit 3.6 3.2
Recurring administrative and other expenses 25.7 22.3
Growth investment spend 2.6 2.7
Administrative and other expenses, excl. litigation and non-recurring expense 28.3 25.0
items
Litigation defence and settlement costs 2.8 2.5
Provision for doubtful debts 0.5 0.7
Total administrative and other expenses 31.6 28.2
Salaries and other employment costs increased by £1.0m
(9.0%) to £12.3m in FY25. Although average Group headcount declined
slightly to 180 (2024: 182), the increase reflects that in FY24 there were
£1.3m of capitalised salary costs for the implementation of the new policy
administration system. In addition, temporary resourcing was added to
strengthen the Client Services team during the post-migration period.
Other administrative expenses increased by £2.0m to £9.8m, with the
first full year amortisation charge of the policy administration system of
£1.2m, with further strategic development expenditure of £1.0m to support
the policy administration system. These costs were offset by efficiency
savings in underlying administrative costs, despite ongoing inflationary
pressures.
Professional fees, including audit, rose by £0.4m to £3.6m. This
includes:
· £0.8m paid to the Group's auditor (2024: £0.9m),
· £0.6m (2024: £0.6m) for administration, custody, dealing, and
other charges under the Group's investment processing outsourcing
arrangements,
· £0.1m (2024: £0.2m) in recruitment costs, and
· £0.2m (2024: £0.2m) for investor relations activities.
Growth investment spend reduced to £2.6m, reflecting internal and external
costs associated with strategic initiatives aimed at leveraging the
capabilities of the new policy administration system. Following its
implementation, smaller incremental developments are no longer capitalised and
are instead recognised as incurred. The total also includes expenditure
related to the development and delivery of the Group's Japanese proposition
and other new product initiatives.
Litigation defence and settlement costs represent expenses incurred in
defending Hansard Europe against legal claims, net of insurance recoveries.
Further detail is provided in note 26 to the consolidated financial
statements. During the year, legal cost recoveries from insurers
totalled £0.4m (2024: £0.7m). A litigation provision of £0.3m was
recognised in FY25, bringing the total provision at 30 June 2025 to £0.7m
(2024: £0.5m).
Provision for doubtful debts relates to the full impairment of fees and other
balances deemed irrecoverable, primarily from legacy Hansard Europe funds
currently undergoing liquidation proceedings.
Cash Flow ANALYSIS
The Group generated an operational cash surplus of £4.6m in FY25, down from
£10.9m in FY24, reflecting increased operational expenditure to support
strategic initiatives and position the business for future growth.
As is typical for our business model, writing new business-particularly
regular premium contracts-creates a short-term cash strain due to upfront
commission and acquisition costs. These are offset over time by annual
management charges, which generate a positive return as contract holder assets
accumulate.
The Group's strong liquidity position enables it to fund new business growth
where required. The Group aims to achieve sufficient new business growth so
that assets under administration increase over time, and recurring fee income
becomes sufficient to support both new business acquisition and dividend
payments on a self-sustaining basis. During FY25, the Group
invested £1.0m (2024: £3.9m) in further enhancements to its policy
administration system and computer equipment. These costs were capitalised as
detailed in note 13 to the consolidated financial statements.
Net cash outflows before dividends were £2.9m (2024: inflows of £3.0m),
primarily due to the completion of the system replacement project and
a further £3.8m investment in a bond portfolio.
Despite these investments, Group cash and deposits increased to £66.2m as
at 30 June 2025 (2024: £65.4m), primarily due to the increase in amounts due
to contract holders.
The following non-GAAP tables summarise the Group's own cash flows in the
year:
2025 2024
£m £m
Net cash surplus from operating activities 4.6 10.9
Interest received 4.7 4.2
Net cash inflow from operations 9.3 15.1
Net cash investment in new business (7.3) (8.1)
Purchase of property and computer equipment (1.0) (3.9)
Net cash investment in bond portfolio (3.8) -
Corporation tax paid (0.1) (0.1)
Net cash (outflow) / inflow before dividends (2.9) 3.0
Dividends paid (6.1) (6.1)
Net cash outflow after dividends (9.0) (3.1)
2025 2024
£m £m
Net cash outflow after dividends (9.0) (3.1)
Increase in amounts due to contract holders 9.2 2.7
Net Group cash movements 0.2 (8.1)
Group cash and deposits - opening position 65.0 65.4
Effect of exchange rate movements 1.0 -
Group cash and deposits - closing position 66.2 65.4
The below table reconciles the key lines for this year in the above non-GAAP
cash flow to the key lines in the consolidated cash flow shown on page 108.
Non-GAAP Consolidated Cash Flow Statement
Cash Flow
£m £m
Net cash flow from operations before tax 9.3 14.0
Adjust for net movement in policyholder financial assets and liabilities
- (1.7)
9.3 12.3
Purchase of property and computer equipment (tangible and intangible) (1.0) (1.0)
Corporation tax paid (0.1) (0.1)
Dividends paid (6.1) (6.1)
Net cash investment in business (7.3) -
Cashflows from investing activities (3.8) (3.9)
Increase in amounts due to contract holders 9.2 -
Net movement in assets and liabilities relating to contract holders
- (1.0)
(1.9) (4.9)
Net Group cash movements 0.2 0.2
Group bank deposits and money market funds
The Group maintains its liquid assets in highly rated money market funds and
across a diversified range of deposit institutions to mitigate counterparty
risk. As at 30 June 2025, deposits totalling £14.7m (2024: £17.1m) had
original maturity dates exceeding three months and are therefore excluded from
the definition of "cash and cash equivalents" under IFRS. These are instead
classified as 'Deposits and money market funds' in the consolidated balance
sheet.
2025 2024
£m £m
Money market funds and immediately available cash 50.9 47.3
Short-term deposits with credit institutions 0.6 0.6
Cash and cash equivalents under IFRS 51.5 47.9
Deposits and money market funds 14.7 17.1
Group cash and deposits 66.2 65.0
Abridged consolidated balance sheet
The consolidated balance sheet on page 107, prepared in accordance with IFRS,
reflects the Group's financial position as at 30 June 2025. Due to its
presentation format, it includes both the financial assets held to back the
Group's liabilities to contract holders and the corresponding net liability
of £1,129.8m (2024: £1,150.9m). In addition, the portion of the Group's
capital held in bank deposits is reported within "cash and cash equivalents"
based on original maturity terms, as outlined in the preceding section.
To provide a clearer view of the Group's own capital position, the abridged
consolidated balance sheet below adjusts for these presentation differences:
2025 2024
£m £m
Assets
Deferred origination costs 106.3 112.1
Other assets 47.7 38.7
Bank deposits and money market funds 66.2 65.0
220.2 215.8
Liabilities
Deferred income 137.5 140.2
Other payables 66.2 54.7
203.7 195.0
Net assets 16.5 20.8
Shareholders' equity
Share capital and reserves 16.5 20.8
Other assets include intangible assets, property, plant and equipment, and
other receivables.
Other payables comprise amounts due to investment contract holders and other
liabilities.
Deferred origination costs
Deferred origination costs represent acquisition expenses that are recoverable
from future income streams generated by contracts issued during the year.
These costs are amortised on a straight-line basis over the expected life of
each contract.
The table below summarises the movement in deferred origination costs over the
financial year.
2025 2024
Carrying value £m £m
At beginning of financial year 112.1 117.8
Origination costs deferred during the year 7.4 8.2
Origination costs amortised during the year (13.2) (13.9)
106.3 112.1
Deferred income
Deferred income reflects initial fees received on new business that are
recognised in the income statement over the life of the contract, in line with
the services provided. This treatment mirrors that of deferred origination
costs.
The proportion of income deferred each year depends on the mix and volume of
new business. With regular premium business, initial fees are typically
received over the early years of the contract rather than upfront, as is
common with single premium contracts.
Most of the initial fees recognised in FY25 relate to contracts issued in
prior years, highlighting the cash-generative nature of the business. Regular
premium contracts issued in FY25 are expected to generate most of their
initial fees over the next 18 months.
The table below summarises the movement in deferred income over the financial
year.
2025 2024
Carrying value £m £m
At beginning of financial year 140.2 144.8
Initial fees collected in the year and deferred 13.1 12.7
Income amortised during the year to fees income (15.8) (17.3)
137.5 140.2
CONTRACT HOLDER Assets under administration
Contract holder assets under administration ("AuA") represent the net assets
held to cover financial liabilities, as detailed in note 17 to the
consolidated financial statements. These assets are selected by or on behalf
of contract holders to meet their individual investment objectives.
The Group receives investment inflows into AuA from both single and regular
premium contracts. These inflows are offset by withdrawals, policy charges,
premium holidays on regular premium policies, and market valuation movements.
Reflecting the Group's international client base, most premium contributions
are denominated in currencies other than sterling. At 30 June 2025, the
currency composition of AuA remained broadly consistent with the prior year,
with 74% denominated in US dollars (2024: 73%) and 7% in euros (2024: 7%).
From time to time, certain collective investment schemes linked to customer
contracts may become illiquid, suspended, or enter liquidation. In such cases,
the Directors apply judgement in determining the fair value of these assets.
The cumulative impact on the balance sheet is not material.
At 30 June 2025, the value of AuA stood at £1,129.8m, a decrease
of 1.9% from the prior year (2024: £1,150.9m). This reduction reflects
lower regular premium inflows and adverse market and currency movements,
partially offset by higher single premium contributions and reduced
withdrawals.
2025 2024
£m £m
Deposits to investment contracts - regular premiums 64.4 74.4
Deposits to investment contracts - single premiums 54.5 33.9
Withdrawals from contracts and charges (167.2) (173.3)
Effect of market and currency movements 27.1 114.4
Movement in year (21.2) 49.4
Opening balance 1,150.9 1,101.5
Closing balance 1,129.8 1,150.9
The analysis of AuA held by each Group subsidiary to cover financial
liabilities is as follows:
2025 2024
Fair value of AuA at 30 June £m £m
Hansard International 1075.7 1,091.6
Hansard Europe 54.1 59.3
1,129.8 1,150.9
Assets supporting the financial liabilities of Hansard Worldwide are held by
Hansard International and are therefore included within Hansard
International's total AuA.
Since closing to new business in 2013, Hansard Europe's AuA has continued to
decline in line with expectations, as contracts mature or are surrendered.
DIVIDENDS
An interim dividend of 1.8p per share was paid in April 2025, amounting
to £2.4 million.
The Board has recommended a final dividend of 2.65p per share (2024: 2.65p),
subject to shareholder approval at the Annual General Meeting. If approved,
the dividend will be paid on 13 November 2025, bringing the total dividend
for the year ended 30 June 2025 to 4.45p per share (2024: 4.45p).
complaints and potential litigation
Financial services institutions may become involved in disputes where the
performance of assets selected by or on behalf of contract holders-typically
through their advisers-fails to meet expectations. This is particularly
relevant for complex products distributed across Europe prior to 2014.
Although the Group has never provided investment advice, as this
responsibility lies with the contract holder or their appointed adviser or
agent, it has nonetheless received complaints regarding the performance of
assets linked to certain contracts. Most cases have arisen in Italy, with a
smaller number in Belgium and Germany.
As at 30 June 2025, the Group had been served with writs representing a net
cumulative exposure of €23.8m (£20.4m) (2024: €23.8m / £20.2m),
relating to contract holder complaints and asset performance issues. These
exposures are disclosed as contingent liabilities in note 26 to the
consolidated financial statements.
During the year, the Group successfully defended three cases with combined
exposures of approximately £0.4m, one of which is subject to appeal (2024:
successfully defended eight cases with exposures of £1.3m).
In line with Group policy, contingent liabilities are maintained even where
cases have been won at first instance, and if they are subject to appeal-this
includes the Group's largest single case in Belgium.
During the year, £0.4m was recovered in relation to litigation expenses
(2024: £0.7m), and further recoveries are anticipated as claims progress.
While the final outcome of these cases cannot be predicted with certainty,
based on legal advice and past experience the Group believes it has a strong
chance of success in defending the majority of claims and expects that a
number of the larger claims will be ultimately mitigated by insurance cover.
Except for smaller cases where (based on historical patterns) settlements may
be likely, all writs have been treated as contingent liabilities and disclosed
accordingly. Where a consistent pattern of settlement exists for a group of
claims, a provision has been made for the remaining exposures and included in
note 20 'Provisions', to the extent they can be reliably estimated.
Net asset value per shaRE
The net asset value per share on an IFRS basis as at 30 June 2025 is 12.0p
(2024: 15.1p) based on the net assets in the Consolidated Balance Sheet
divided by the number of shares in issue, being 137,557,079 ordinary shares
(2024: 137,557,079).
FUTURE PROSPECTS
As we enter FY26, the Group is well positioned to build on the strategic and
financial momentum established over the past year. FY25 marked a period of
consolidation and execution, with the successful launch of Global Select,
Ascend, and Future Focus, alongside the embedding of our new policy
administration system. These initiatives have laid a strong foundation for
scalable growth, operational efficiency, and enhanced client outcomes.
Looking ahead, our strategic priorities are anchored in three
imperatives: Improve, Grow, and Future-proof. These guide our investment
decisions and operational focus across the Group.
· Improve: We will continue to enhance our proposition through
product refinement, service excellence, and digital enablement. Initiatives
such as the extension of the fund range, the introduction of new product
features, and the elevation of service standards are already underway.
· Grow: FY26 will see the launch of our Japanese proposition
through our partnership with Guardian, marking a significant milestone in our
international expansion. We are also deepening our presence in Latin America,
building on early traction in Mexico and strengthening distributor
relationships across the region. New product development remains a key focus,
with further launches planned to support both regular and single premium
growth.
· Future-proof: We are investing in technology and advancing
governance and sustainability initiatives to ensure long-term resilience.
Another full-year impact of depreciation from our new policy administration
system will be reflected in FY26 results, but this is expected to be offset
over time by operational efficiencies and cost savings.
From a financial perspective, the Group remains well capitalised and committed
to disciplined capital management. While macroeconomic headwinds-including
potential interest rate declines, currency volatility, and inflationary
pressures-may place short-term pressure on IFRS profitability, our underlying
fundamentals remain strong. The Group's solvency position is robust, supported
by a conservative investment strategy and a prudent provisioning approach.
Regulatory solvency cover, a key measure of dividend-paying capacity, is
expected to remain well above minimum requirements.
While we expect fee income to benefit from equity market performance and the
impact of our new proposition suite, we recognise that fees generated by
older, higher-margin products are running off. As a result, sustaining or
growing overall fee income will depend on the continued success and scale of
our newer product suite, market expansion, and distributor relationships.
Investment income is also expected to benefit from proactive capital, revenue,
and treasury management. While operating cash flows were lower in FY25 due to
strategic investment, we anticipate an increase in cash generation as new
business momentum builds and cost efficiencies are realised.
In summary, FY26 represents a pivotal year in our strategic and financial
journey. With a refreshed product suite, enhanced digital infrastructure,
expanding international footprint, and a clear focus on sustainability and
capital strength, the Group is well placed to deliver long-term, responsible
growth and sustainable value for all stakeholders.
Risk management and internal control
The Group continues to operate a comprehensive Enterprise Risk Management
Framework, reflective of the Board's focus on effective risk management as an
integral element of corporate success. The ERM Framework sets out the
governance arrangements, principles, guidelines, practices and standards for
risk management and internal control, which cumulatively ensure that the
business is robustly prepared to identify, understand, and navigate the
uncertainties and risks which it may encounter, and which can either pose
threats or offer opportunities. The ERM Framework ensures that all such
threats and opportunities, whether actual or emerging, are identified,
assessed, monitored, managed, and reported using structured, consistent, and
comprehensive methodologies. These arrangements seek to embed risk management
within strategic decision-making and business planning activities and to
continuously shape organisational values and culture. The maturity of the ERM
Framework and its capacity to respond quickly to emerging risks and adapt to
changes arising via the internal or external environment, ensure that risk
management and internal control remain central to the Board's oversight,
direction and control of the Group, and support informed decision making and
sound business practices.
Approach
Having regard to the Financial Reporting Council's 'Guidance on Risk
Management, Internal Control and Related Financial and Business Reporting',
the ERM Framework continues to encompass the policies, processes, tasks,
cultural attributes, behaviours, reporting conventions, and other aspects of
the Group's environment, which cumulatively:
· Support the Board's determination of the nature and extent of the
Group's principal risks and the boundaries of risk appetite governing the
pursuit and achievement of strategic objectives.
· Inform the Board's understanding and assessment of existing,
evolving, and emerging risks, together with combinations of those risks in the
form of plausible stresses and scenarios, which have the potential to threaten
the Company's business model, future performance, solvency, liquidity,
operational resilience, regulatory standing, or reputation. This includes
analysis of the likelihood, impact, and time horizon over which such risks, or
combinations of risks, might emerge or crystallise and determining how such
risks should be managed or mitigated to reduce their likelihood or impact.
· Facilitate the effective and efficient operation of the Group and
its subsidiary entities by enabling a consolidated and comprehensive approach
to the management of risks across the Group, with specific attention to
aggregate impacts and effects, enabling appropriate responses to significant
business, operational, financial, compliance and other risks to business
objectives, so safeguarding the assets of the Group.
· Help to ensure the quality of internal and external reporting.
This requires the maintenance of proper records and processes that generate a
flow of timely, relevant, and reliable information from within and outside the
Group, enabling the Board to form their own view on the effectiveness of risk
management and internal control arrangements through the regular provision of
relevant information and assurances.
· Seek to ensure continuous compliance with applicable laws and
regulations as well as with internal policies governing the conduct of
business.
· Drive the cultural tone and expectations of the Board in respect
of governance, risk management and internal control arrangements and the
delegation of associated authorities and accountabilities.
The ERM Framework has been designed to be appropriate to the nature, scale,
and complexity of the Group's business at both corporate and subsidiary level.
The ERM Framework components are reviewed on at least an annual basis and
refined, if necessary, to ensure they remain fit for purpose in substance and
form and continue to support the Directors' assessment of the adequacy and
effectiveness of the Group's risk management and internal control systems.
Such assessment depends upon the Board maintaining a thorough understanding of
the Group's risk profile, including the types, characteristics,
interdependencies, sources, and potential impact of both existing and emerging
risks on an individual and aggregate basis.
Work is in active progress to review, update and enhance the ERM Framework,
where necessary, in preparation for the principal changes introduced by the UK
Corporate Governance Code 2024, as these relate to Audit, Risk and Internal
Control. This work is designed to ensure the Group is well placed to
accommodate the amendments introduced and their objectives, together with the
new requirements set out by Provision 29 of the Code.
Risk governance arrangements
The Board retains ultimate responsibility for the ERM Framework and its
effective operation, and the Directors are responsible for determining,
evaluating, and controlling the nature and extent of the risks which the Board
is willing to accept across the spectrum of risk disciplines. The Board has
formally delegated certain responsibilities in respect of internal controls
and risk management to the Audit and Risk Committee. These responsibilities
are defined within the Committee's terms of reference and provide for a range
of important oversight and scrutiny protocols including:
· Continuous review of the Group's internal financial controls (being
the systems established to identify, assess, manage, and monitor financial
risks) and other internal control and risk management systems relating to
financial reporting.
· Robust assessment of the emerging and principal risks facing the
Group, identified, and reported via established ERM Framework components, and
the provision of comfort to the Board that risks are being managed and
controlled within the Board's overall risk appetite.
· Independent evaluation of the ERM Framework to confirm that it
remains adequate, effective, and proportionate to the nature, scale and
complexity of the Group and the risks inherent to the Group's business.
During the year ended 30 June 2025 the Group Risk Forum ("GRF") has continued
to champion the embedding of risk ownership, ensuring responsibilities and
accountabilities for risk management and risk-based decision making are
transparent and proactively owned at all business levels. The value of
effective, dynamic interfaces between the governance, risk management and
internal control conventions of the ERM Framework and those constituting the
Group and subsidiary Own Risk and Solvency Assessment ("ORSA") cycles remains
a core focus for the GRF.
The Group ORSA report reflects the cycle of ongoing activities and
arrangements which enable the Board and the Executive Committee to properly
assess and understand at a practical level the short and long-term risks
facing the Group and the capital required to cover those risks, under both
normal and stressed conditions. The ORSA considers the major sources of risk
that the Group, or a subsidiary entity, may face under the principal and
subordinate risk designations of the ERM Framework. Both internal and external
risks are considered, together with emerging risks and any risks associated
with the Group's systems of governance. The ORSA includes capital, performance
and strategic information and provides management with key information for
decision making.
The disciplines of the ERM Framework seek to coordinate risk management in
respect of the Group as a whole, including for the purpose of ensuring
compliance with capital adequacy requirements, liquidity adequacy requirements
and regulatory capital requirements, in line with the Isle of Man Financial
Services Authority Risk-Based Capital Regime.
Governance, risk management and internal control protocols remain structured
upon a 'Three Lines' model, which determines how specific duties and
responsibilities are assigned and coordinated. First Line management are
responsible for identifying risks, executing effective controls, and
escalating risk issues and events to the Group's Control Functions. The Group
Risk and Compliance Functions oversee and work in collaboration with the First
Line and provide Second Line oversight of governance, risk management and
internal control and compliance arrangements, ensuring that the business is
conducted in a manner consistent with rules, limits, and risk appetite
constraints. The Group Internal Audit Department provides independent, Third
Line assurance services to the Board and the Executive Committee on the
adequacy and effectiveness of the Group's governance, risk management and
internal control arrangements.
The ERM Framework seeks to add value through embedding risk management and
effective internal control systems as continuous and developing processes
within strategy setting, programme level functions and day-to-day operating
activities. The ERM Framework also acknowledges the significance of
organisational culture and values in relation to risk management and their
impact on the overall effectiveness of the internal control framework.
Emerging Risks
The ERM Framework promotes the pursuit of its overarching performance,
information, and compliance objectives through focus on five interrelated
elements, which enable the management of risk at strategic, programme and
operational level to be integrated, so that layers of activity support each
other. The five interrelated elements are defined as:
· Management oversight and the control culture.
· Risk recognition and assessment.
· Control activities and segregation of duties.
· Information and communication.
· Monitoring activities and correcting deficiencies.
In addition to existing risks the ERM conventions, which support delivery of
the elements listed above, target emerging and evolving risks using both
top-down and bottom-up bases. The top-down aspect involves the Board regularly
analysing and evaluating the nature and extent of the material risks to which
the Group is or may be exposed, even where these may be difficult to assess
and quantify. The bottom-up approach involves the identification, review and
continuous monitoring of risk issues and emerging risks at functional and
divisional levels, with analysis and formal reporting to the Group Risk Forum
on a quarterly basis. This allows actions to be developed or adapted on a
timely basis and enables onward analytical reporting to the Board. These
arrangements ensure that the Board remains aware of potential changes in risk
profile on a forward-looking basis and sensitive to the materiality of
potential impacts.
Stress and scenario testing is used to explore, assess, and quantify emerging
risks as well as to analyse and assess any changes in existing aspects of the
'Risk Universe', which are monitored via the ERM Framework. Such assessment
and analyses use both quantitative tests and qualitative assessments to
consider reasonably plausible risk events, including those stresses and
scenarios that could lead to failure of the business, approximated to the
range of impact types which can be envisaged. The results of the stress and
scenario testing are considered and explored by the Group Risk Forum, the
Audit and Risk Committee and the Board, as necessary and appropriate.
The system of internal control is designed to understand, mitigate, and
manage, rather than eliminate risk of failure to achieve business objectives,
and seeks to provide reasonable, rather than absolute, assurance against
material misstatement or loss.
Review of Risk Management and Internal Control Systems
The results of the risk management processes combine to facilitate
identification of the principal business, financial, operational and
compliance risks and any associated key risks at a subordinate level.
Established reporting cycles enable the Board to maintain oversight of the
quality and value of risk management and internal control activities
throughout the year and ensure that the entirety of the governance, risk
management and internal control frameworks, which constitute the ERM
Framework, are operating effectively and as intended. These processes have
been in place throughout the year under review and up to the date of this
report.
Independently of its quarterly and ad hoc risk reporting arrangements the
Board has conducted its annual review of the effectiveness of the Company's
risk management and internal control systems including financial, operational
and compliance controls. This review has been undertaken in collaboration with
the Audit and Risk Committee, based upon analysis and evaluation of:
· Attestation reporting from the key subsidiary companies of the
Group as to the effective functioning of the risk management and internal
control frameworks and the ongoing identification and evaluation of risk
within each subsidiary.
· Formal declarations from Executive Managers, via quarterly risk
and control self-assessments, that risks falling under their respective span
of control are being managed and assessed appropriately and key controls are
working effectively and as intended. Reporting has included progress updates
on the timely and effective delivery of Management Actions to address
identified control weaknesses, in accordance with the commitments recorded in
the Group Risk Management Platform. For the year ended 30 June 2025 the Board
has specifically focused on challenges emerging following the systems
migration, completed during the previous reporting period, and the
effectiveness with which these challenges have been substantively addressed.
· The cumulative results of cyclical risk reporting by senior and
executive management via the GRF, having regard to the 'five pillar' structure
of the ERM Framework, which has continued to drive analytical reporting to the
Audit and Risk Committee by the Chief Risk Officer. This ensures a balanced
assessment of the risks the Group is facing or may face, within the context of
the Group's risk appetite metrics, and the effectiveness of the systems of
risk management and internal control in managing those risks.
· 2(nd) Line Compliance monitoring and independent assurance work
by the Group Internal Audit Department, as far as these have confirmed the
effective operation of governance, risk management and internal control
arrangements, or have identified areas for enhancement, and progress in
delivery of respective management actions.
On the basis of the review completed the Directors are satisfied that the
governance, risk management and internal control systems, which constitute the
Group's ERM Framework, have operated effectively and as intended throughout
the reporting period and to the date of approval of the annual report and
accounts. Whilst functional and operational challenges were experienced in the
post-migration environment the Group was well placed to identify and manage
these as they emerged and particular benefit has been derived from
long-standing and well embedded ERM protocols and conventions, These
arrangements have enabled the Board to receive timely, transparent,
comprehensive and balanced reporting on risk experience and to understand
foreseeable impacts, whilst monitoring the Company's ability to respond
effectively to risk events and internal control weaknesses. As at the date of
approval of the annual report there are no matters which require additional
disclosure.
Financial Reporting Process
Integral to ERM monitoring and reporting arrangements are the conventions
which ensure that the Board maintains a continuous understanding of the
financial impacts of the Group failing to meet its objectives, due to
crystallisation of an actual or emerging risk, or via the stress and scenario
events, which the Board considers to be reasonably plausible. This includes
those stresses and scenarios that could lead to a failure of the business.
Planning and sensitivity analyses incorporate Board approval of forecast
financial and other information. The Board receives regular representations
from Senior Executives in this regard.
Performance against targets is reported to the Board quarterly through a
review of Group and subsidiary companies' results based on accounting policies
that are applied consistently throughout the Group. Financial and management
information is prepared quarterly by the Chief Financial Officer ("CFO") and
presented to the Board and the Audit and Risk Committee. The members of the
Audit and Risk Committee review the interim financial statements for the half
year ending 31 December and the full financial year and engage with the CFO to
discuss and challenge the presentation and disclosures therein. Once the draft
document is approved by the Audit and Risk Committee, it is reviewed by the
Board before final approval by the Board.
Outsourcing
The majority of investment dealing and custody processes in relation to
contract holder assets are outsourced under a formal contract to Capital
International Limited (CIL, https://www.capital-iom.com/), a company
authorised by the Isle of Man Financial Services Authority and a member of the
London Stock Exchange. The contract is managed by a dedicated Relationship
Manager against a documented Service Level Agreement, which includes Key
Performance Indicators. CIL is required to confirm quarterly that no material
control weaknesses have been identified in their operations; this is overseen
via service delivery monitoring performed by the Relationship Manager. Each
year CIL are required to confirm and evidence the adequacy and effectiveness
of their internal control framework through a formal Assurance Report on
Internal Controls, with an external independent review performed in 2025.
Our core policy administration platform is provided as a Software As A Service
solution by Majesco (www.majesco.com). This covers all policy and advisor
administration as well as the provision of the Hansard Client and Advisor
online portals which support self-service administration. Monthly service
meetings are held with Majesco with a formal annual review undertaken.
Majesco also participates in scheduled security tests and simulations. The
Majesco system code is held in escrow with the NCC Group, which supports
contingency planning in the event of a failure of a provider.
Manx Telecom (www.m (https://www.manxtelecom.com/) anxtelecom
(https://www.manxtelecom.com/) .com) provides our hosting services and core
internet connectivity, which supports several core infrastructure elements
such as our virtual desktops and servers. Manx Telecom data centres operate
to Tier 3 standard and are ISO 27001 accredited. Monthly service meetings are
held with Manx Telecom with a formal annual review undertaken. Manx Telecom
is an active participant in scheduled security tests and simulations.
Risks Relating to the Group's Financial and Other Exposures
Hansard's business model involves the controlled acceptance and management of
risk exposures. Under the terms of the unit-linked investment contracts issued
by the Group, the contract holder bears the investment risk on the assets in
the unit-linked funds, as the policy benefits are directly linked to the value
of the assets in the funds. These assets are administered in a manner
consistent with the expectations of the contract holders. The Group maintains
a precise match between the investment assets held and the contract holder
liabilities, and so the market risk and credit risk lie with contract holders.
The Group's exposure on this unit-linked business is limited to the extent
that income arising from asset management charges and commissions is generally
based on the value of assets in the funds, and any sustained falls in value
will reduce earnings. In addition, there are certain financial risks (credit,
market, and liquidity risks) in relation to the investment of shareholders'
funds. The Group's exposure to financial risks is explained in note 3 to the
consolidated financial statements.
The Board believes that the principal risks facing the Group's earnings and
financial position are those risks which are inherent to the Group's business
model and operating environment. The regulatory landscape continues to evolve
at both a local and international level and the risk management and internal
control frameworks of the Group must remain responsive to developments which
may change the nature, impact or likelihood of such risks, or the time horizon
within which they might crystallise.
Principal Risks
The following table sets out the principal inherent risks that may impact the
Group's strategic objectives, profitability, capital position or resilience
and provides an overview of how such risks are managed or mitigated. The Board
robustly reviews and considers its principal risks on at least a quarterly
basis and for the year ended 30 June 2025 has continued to consider
specifically the likelihood, impacts and timescales within which such risks
might crystallise, together with assessment of contingent uncertainties and
any emerging risks. No emerging risks have been identified during the
reporting period, which require disclosure additional to the principal risks
described below.
Distribution Risk:
The business environment in which the international insurance industry
operates remains subject to continuous change and development as new market
and competitor forces come into effect, regulatory landscapes evolve, and
technological advancements are realised.
Any failure by the Group to ensure that distribution strategy is well planned,
governed and executed, or to anticipate the emergence of events or conditions
which obstruct the achievement of business plan targets, can be expected to
result in a range of adverse outcomes, including: -
· Decreased revenues and reduced profitability.
· Loss of competitive advantage in commercially significant
jurisdictions, or market segments.
· Failure to build and sustain successful distribution
relationships.
· Failure to build necessary levels of scale to support long-term
sustainability.
· Loss of stakeholder confidence and reputational damage.
How we manage the risk: · Robust governance, risk management and internal control practices
underpin the development and formalisation of distribution strategy. Strategy
revisions are designed to add additional scale to the business, on a more
diversified basis, through organic growth at acceptable levels of risk and
profitability.
· Key Risk Indicators provide for continuous monitoring of
marketplaces, competitor activity and consumer sentiment by the Group Risk
Forum and the early identification of emerging risks or threats. Reporting
protocols enable the rapid escalation of any adverse trends to the Audit and
Risk Committee.
· Stress and scenario modelling considers the consequences of
production falling materially above or below forecast new business levels.
This allows the Board to ensure that forecasting and planning activities are
sufficiently robust and well targeted.
· Continuous investment in and development of technology. During
the reporting period we have continued to maintain close contact with our
distribution partners as new technological solutions were deployed.
· The Group closely monitors marketplace and competitor activity
for signs of threats to forecast new business levels. Strategy revisions are
designed to add additional scale to the business, on a more diversified basis
with investment in new markets and expansion of existing markets, developing
new key distributor relationships and new product development for specific
markets and globally.
Market Risk:
Market risks remain an inherent element of the Group's unit-linked business
and is regularly assessed and monitored via the quarterly ERM conventions.
Risk monitoring recognises the international nature of the Group's operations
and the challenges which might emerge from: -
· A significant adverse currency movement over a sustained period.
With the majority of premiums and incomes denominated in USD a sustained,
adverse currency movement remains a principal risk for the Group, with the
capacity for impacts to manifest via transaction exposures, economic
exposures, forecast exposures and translation exposures. The Board also
consider the impacts of sterling weakening in relation to other currency
denominated expense positions.
· The balance sheet and profit reduction impacts which have the
potential to emerge from a drop in equities, causing a reduction in AMC
income, and the contagion effects for aspects of the broader risk portfolio.
Such contagion might include deferred impacts to profit through reduced sales
activity, concentration risks on fund holdings/underlying assets in the event
of mass switching to more secure or more sustainable commodities, and reduced
incomes through increased lapse rates.
· Macro-economic challenges and geopolitical volatilities, which
undermine socioeconomic stability and curb consumer appetite for the selection
and purchase of financial services products and the period over which business
is retained.
How we manage the risk: · The Board recognises that market volatilities and currency
movements are unpredictable and driven by a diverse range of factors. These
risks are inherent in the provision of investment-linked products. KRIs are
established to monitor evolving and emerging indicators of adverse experience
to enable the triggering of management actions at the earliest opportunity.
· The currencies of assets and liabilities are matched within set
tolerances and certain expenses are invoiced in US Dollars to match against US
Dollar income streams.
· Business plans are modelled across a broad range of market and
economic scenarios and take account of alternative commercial outlooks within
overall business strategy. This promotes a greater understanding of market and
currency risk, the limits of the Group's resilience and the range of possible
mitigating options
· Stress testing performed during the year ended 30 June 2025
assessed the impacts of reasonably plausible market risk events and scenarios,
including those resulting from macroeconomic challenges, geopolitical
instabilities, inflationary outlooks, uncertainties in commodity price and
currency volatilities. This enabled the Board to review respective risk
management and mitigation techniques and reaffirm their adequacy.
· The long-term nature of the Group's products serves to smooth
short term currency fluctuations. However, longer term trends are monitored
and considered in pricing models.
Credit Risk:
In dealing with third party financial institutions, including banking, money
market and settlement, custody, reinsurers and other counterparties, the Group
is exposed to the risk of financial loss and potential disruption of core
business functional and operational processes.
Financial loss can also arise when the funds in which contract holders are
invested become illiquid, resulting in past and future fee income not being
received. The failure of Independent Financial Advisors ("IFAs") can also
result in loss where unearned commissions can be due back to the Group.
How we manage the risk: · The Group limits exposure to loss or detriment via counterparty
failure through robust selection criteria, minimum rating agency limits,
pre-defined risk-based limits on concentrations of exposures and continuous
review of positions to identify, evaluate, restrict, and monitor various forms
of exposure on an individual and aggregate basis. These include selection
criteria and ongoing monitoring in respect of intermediaries with whom we
establish Terms of Business; key risk indicators and appetite tolerance limits
are assessed and analysed on a quarterly basis.
· During the reporting period we have continued to closely monitor
geopolitical developments and potential for disruptions to international
payment systems and capital markets.
Liquidity and Cashflow Risk:
If the Group does not have sufficient levels of liquid assets and cashflow to
support business activities or settle its obligations as they fall due, the
Group may be in default of its obligations and may incur significant sanction,
loss, or cost to rectify the position.
How we manage the risk: · Shareholder and policyholder cash assets are invested in a
prudent manner, in accordance with set criteria, designed to mitigate
liquidity and cashflow risk, including high quality Money Market Funds, Fixed
Deposits and Corporate Bonds.
· The Treasury Working Group, which reports to the Investment
Committee, oversees the day-to-day investment of balances. The Investment
Committee and Audit and Risk Committee are responsible for setting the
criteria used.
Legal, Regulatory and Compliance Risk:
Sensitivity to legal, regulatory and compliance risks remain heightened as
sea-changes in political landscapes and the importance of demonstrating
regulatory effectiveness continue to gather momentum across all key
jurisdictions. The potential impacts associated with crystallisation of a
significant legal or compliance failing, including sanctions or judgments,
financial penalties, public disclosures, reputational damage, restrictions on
activities and other forms of intervention are material. The velocity of
crystallisation and breadth of activities in scope demands an increasingly
holistic approach to compliance with rigorous oversight and monitoring
measures.
Simultaneously the interpretation or application of regulation over time may
impact market accessibility, broker relationships and / or competitive
viability. If the Group fails to monitor the legal and regulatory environment
or adequately integrate the management of associated obligations within
strategic, business model or business planning processes there may be material
risk to the achievement of strategic objectives both in the short and longer
term.
How we manage the risk: · Continuous application of rigorous anti-money laundering, counter
terrorist financing and anti-bribery and corruption measures plus effective
sanctions screening to prevent and detect illicit economic activity and
identify and respond to any emerging risks or threats.
· Implementation of comprehensive risk assessment technologies with
the capacity to provide scalable solutions.
· Ongoing investment in the capacity, competence, and capability of
resourcing across all business areas and efficient and effective ways to
evidence and demonstrate how legal and regulatory obligations are met.
Compliance analytics and high-quality data driven insights are of the highest
priority, having regard to the extent of risk interdependencies and the
embedding of personal accountability regimes.
· Robust strategic planning processes informed by analytical review
of the external environment and consideration of associated risk in the short
and longer term.
· Continuous monitoring and review of developments in international
law and regulation and proactive management of how such developments might
shape jurisdictional specific reactions.
· Active and transparent engagement with regulatory authorities and
industry bodies on a multi-jurisdictional basis, including active engagement
in and responding to regulatory consultation exercises.
· Robust scrutiny and oversight controls across all three lines of
defence to ensure governance layers proactively target both the design and
effective operation of the risk management and internal control frameworks.
Maintenance of robust governance, risk management and internal control
arrangements to ensure that legal and regulatory obligations are substantively
met on a continuing basis.
· Active engagement with professional advisors to address specific
risks and issues that arise.
Operational Resilience Risk:
The Board recognises operational resilience to encompass the Group's
capabilities to prevent, adapt and respond to, and recover and learn from
operational disruptions. Such disruptions include those originating via
internal triggers or via external events.
The ability to maintain critical services or operations during periods of
disruption is receiving increasing levels of regulatory scrutiny with
concurrent growth in the formalisation of regulatory expectation. 'Resilience
Principles' build on the real-world tests presented by the Covid-19 pandemic
and the near-term threat of disruption of key global infrastructure in the
context of geopolitical instabilities and conflict escalation. Resilience risk
and associated regulatory expectations directly extend to threats originating
via third parties, including external providers, supply chains networks and
outsourcing architectures intended to leverage economies of scale, gain access
to specialist expertise, or deliver advanced technologies supporting
innovative services.
Global supervisory attention is focussed on regulating for resilience by
ensuring that strategies such as grounding resilience analyses in key delivery
requirements, appreciating the potential for systemic vulnerabilities and
embracing a diversity of approaches, combine to strengthen the ability of
financial services firms to withstand operational risk related events.
How we manage the risk: · ERM conventions guide the identification and assessment of events
or scenarios presenting risk to operational resilience - typically pandemics,
cyber incidents, technology failures or natural disasters - as well as supply
chain disruption impacts to critical processes, business continuity and good
governance.
· Impact tolerances, together with mapping and testing allow the
identification of services which could cause harm, if disrupted and identify
any areas of vulnerability.
· Stress testing, continuity planning, and recovery and resolution
strategies provide for continuous review of the adequacy and effectiveness
with which the business can respond to and recover from disruptions.
Employee Engagement and Talent Risk:
'Talent risk' remains a key feature of the Group's operational risk agenda,
with observed evidence at industry level of the persistent challenges linked
to attracting and retaining employees across all financial services sectors.
The Group's strategy has core dependencies on attracting and retaining
experienced and high-performing management and employees and building a strong
and sustainable culture, driven by our purpose, our leadership, our
performance management regime and our governance principles and objectives.
The knowledge, skills, attitudes and behaviours of our employees, and the
success with which these attributes shape and define our culture, are central
to our success.
The Board regularly monitor the risks which would emerge in the event of any
failure to attract, develop, engage and retain key personnel.
How we manage the risk: · Significant investment in initiatives to address and support
cultural change and development, shape strategy and inform tactical solutions.
· Continuation of our Culture Change journey, with clearly defined
areas of focus under three core pillars, those being:
o High Performance Culture
o Learning Culture
o Environment & Wellbeing
· Employee Engagement Surveys are regularly conducted, which sense
check employee engagement, morale and commitment. Analysis of the Survey
results, at cumulative, divisional and team levels allows the Executive Team
to tailor actions to any specific issues or areas of concern and facilitates
constructive discussions at Board level via CRO reporting.
· A comprehensive Performance Review and Appraisal Framework
operates on a continuing basis, with annual benchmarking of remuneration and
reward schemes. This enables ongoing performance management of employees at
all levels, targeted succession planning - including 'key employees' - and
proactive mitigation of emerging 'flight risk'.
Corporate Sustainability Risk:
The Board recognise the inherent risks which would emerge in the event of
failure to integrate environmental, social and governance considerations into
the Group's strategic and business planning activities, or to proactively
review, understand and act on the challenges and opportunities presented.
ERM protocols and work to support climate-related financial disclosures
continue to assess the plausibility of climate-risk and broader sustainability
stresses emerging over short-, mid- and longer-term time horizons. Associated
analyses have focussed on the impact of the Group's business on the
environment as well as the capacity for future environmental disruption to the
Group's strategic and business plan objectives and targets, taking account of
both physical and transition risks.
How we manage the risk: · During the reporting period the Board have approved a revised
Sustainability Strategy, which seeks to integrate sustainability issues into
the Group's core strategies and business plans. The strategy recognises the
need for proportionate, value-driven and adaptive practices, which
continuously enhance the Group's corporate governance arrangements, as
sustainability related issues evolve.
· Consistent with the Sustainability Strategy actively building
sustainability considerations into future strategy development and business
planning processes through structured analysis, formal assessment mechanisms
and cross-functional collaboration.
· Factoring emerging sustainability risk issues into key
decision-making and understanding the impacts for the tools and methodologies
currently used to manage risk, including governance structures, risk
ownership, risk and control self-assessment principles, regulatory
developments, third party service provisions and effective reporting.
· Development of adaptation plans, which embrace forward-looking
analysis and support strategic decision-making, with consideration of relevant
business planning, operations, underwriting and investment activities to
contribute to a sustainable transition to net-zero targets and provide
effective mitigation of climate change related risks.
· Detailed analysis of climate and other ESG risks, which could
cause macroeconomic stresses in future, including impacts to markets, interest
rates, inflation and exchange rates.
· Developing and updating relevant components in relation to the
sustainability risk domain, including policies, procedures, risk indicators,
management data and stress testing.
· 'In flight' initiatives addressing cultural alignment and
structural resilience encompass core ESG considerations.
Cyber and Information Security Risk:
The nature and complexity of cyber threats and cyber risk continue to present
a material risk to the Group due to the mounting sophistication and
persistence of cyber criminals and the growing adoption of highly advanced,
nation-state type tools targeting both jurisdictional and institutional
infrastructures. The challenges in understanding and anticipating the nature
of cyber threats and cyber risks are continuously evolving. Risk analysis
during the reporting period has confirmed that, over the longer-term,
technological advances, including advances in generative AI, can be expected
to enable a wide range of state and non-state agents to access information
which will allow new tools of disruption to be conceptualised and developed.
ERM protocols recognise the threats presented by organised crime exploiting
weaknesses in cyber defences, whilst new technological capabilities and use of
third-party platforms add to the complexity of understanding the extent of
cyber exposures, which may originate outside the traditional control
perimeter. Cybercrime linked to geopolitical instabilities and malevolent
actors continue to present significant hazards, with escalated risk of IT
disruption and the potential for outages beyond corporate control.
Simultaneously changes in technology and the rapid growth of high-speed,
internet-enabled mobile devices presents a further dimension to this source of
risk, providing cyber criminals with ever more options for ingress.
Building resilience to continuously evolving cyber risk remains a priority for
all stakeholders focussed on three core areas - cyber risk identification,
cyber risk governance and cyber risk resilience In the event of any material
failure in core business systems, or business processes, or if the Group fails
to take adequate and appropriate measures to protect its systems and data from
the inherent risk of attack, disruption and/or unauthorised access by internal
or external parties, this could result in confidential data being exposed
and/or systems interruption. A significant cybercrime event could result in
reputational damage, regulatory censure, and financial loss.
How we manage the risk: · Continuous focus on the maintenance of a robust, secure, and
resilient IT environment that protects customer and corporate data as a core
element of our operational resilience mapping.
· Control techniques deployed to evaluate the security of systems
and proactively address emerging threats both internally within the
organisation and externally, through regular engagement with internet and
technology providers and through industry forums.
· Maintenance of detailed and robust Business Continuity and
Disaster Recovery Plans, including full data replication at an independent
recovery centre, which can be invoked when required.
· Frequent and robust testing of business continuity and disaster
recovery arrangements.
· Periodic independent third-party systems penetration testing and
review of controls.
· Horizon scanning to identify and assess supervisory initiatives
advocating and promoting good practice in cyber resilience and associated
industry developments.
Culture and Conduct Risk:
Organisational culture remains under scrutiny by the Board on the basis that
it is recognised as a fundamental driver of corporate success, prudential
soundness, and compliant conduct. Failure by the Board to emphasise and drive
the right corporate culture, to provide appropriate incentive schemes, or to
implement, monitor and manage strong governance, risk management and internal
control frameworks in respect of conduct can be expected to result in material
detriment to the Group, a subsidiary and/or individual officers or employees.
Risk impacts have the potential to crystallise in the form of disruption to
the achievement of strategic and commercial objectives, regulatory censure,
financial sanction, reputational damage and/or criminal proceedings, in
extremis. Clear and heightened regulatory expectations of individual and
corporate accountability continue to connect governance, risk, and compliance
obligations directly to cultural imperatives and the responsibilities assigned
to individual Senior Managers.
How we manage the risk: · Programme level initiatives to address and support cultural
change and development have remained in active progress during the reporting
period with the results of investment in culture diagnostics informing
business decision-making and tactical solutions to drive cultural change,
where needed.
· Iterative enhancements to the Group's ERM Framework continue to
drive and deliver the integration of conduct risk management at both a
cultural and practical level.
· Business activities designed to manage the volume and velocity of
regulatory change include a core focus on ensuring compliance with conduct
risk obligations, managing conflicts of interest, preventing market abuse, and
building robust governance arrangements around new product development and
product suitability processes.
· Forward looking risk indicators and executive leadership in
respect of understanding and addressing the drivers of conduct risk focus on
all core areas with assessment at strategic, functional, and operational
levels.
Further details around financial risks are outlined in note 3 of the
consolidated financial statements.
Philip Kay
Chair
24 September 2025
CONTENTS
Board of
Directors
Page 39
Directors'
Report
Page 41
Directors'
Responsibilities
Page 47
Corporate Governance Report
Page 49
Report of the Audit and Risk
Committee
Page 80
Report of the Nominations
Committee
Page 84
Report of the Remuneration Committee
Page 87
BOARD OF DIRECTORS
The Directors serving at the date of approval of this Annual Report and
Accounts are as follows:
Philip Kay
Non-executive Chair
Chair of the Nominations Committee. Member of the Remuneration Committee.
Philip was appointed as Non-executive Chair with effect from 1 May 2022. He
was previously appointed as an Independent Non-executive Director with effect
from 3 March 2020. Philip has had a long career in investment banking and
investment management. He is Chair of Schroder Japan Trust PLC and a fellow of
Wolfson College, Oxford. He is a former Managing Director and Senior Advisor
of Credit Suisse First Boston where he ran the firm's global Japanese cash
equity business. He is also a former Director of Fidelity Japan Trust PLC, of
Schroder Securities Limited and of Smith New Court PLC.
Thomas Morfett
Group Chief Executive Officer
Tom was appointed as Chief Executive Officer with effect from 2(nd) August
2024, prior to which he was Chief Financial Officer with effect from 17 April
2023. He is a Fellow of the Institute of Chartered Accountants in England
and Wales, a Fellow of the Institute and Faculty of Actuaries, and holds an MA
in Mathematics from Oxford University.
Prior to joining the group, Tom was Financial Controller and Head of Actuarial
for the Utmost Isle of Man group of companies, having previously held the same
positions for the Quilter International group of companies. He has extensive
experience within the Isle of Man life insurance sector including as Appointed
Actuary for Canada Life's Isle of Man companies, and roles at Zurich Isle of
Man and Royal London Isle of Man. He trained as a Chartered Accountant with
Deloitte.
Ollie Byrne
Group Chief Financial Officer
Ollie Byrne serves as Chief Financial Officer and Executive Director of
Hansard Global plc, having assumed the role on 1 October 2024. He is also an
Executive Director of Hansard International Limited and Hansard Worldwide
Limited.
Since joining the Company in 1997, Ollie has held a variety of senior
leadership roles across Actuarial, IT, Client Services, and Strategy
Management. His previous positions include Chief Operating Officer, Chief
Strategy Officer, and Commercial Director. He has been instrumental in leading
numerous strategic and commercial initiatives, with a strong track record in
systems, operations, and people management.
Ollie is a Fellow of the Institute and Faculty of Actuaries in the UK and
holds an MA in Numerical Analysis and BA in Mathematics from Trinity College
Dublin. He began his career at Guardian Life in Ireland and has over 30 years
of experience in the life assurance industry.
David Peach
Independent Non-executive Director
Chair of the Audit and Risk Committee. Member of Remuneration and Nominations
Committees.
David was appointed as an independent Non-executive Director with effect from
31 December 2020. David is a Fellow of the Institute of Chartered Accountants
in England and Wales and a Fellow of the Association of Corporate Treasurers.
He has a BSc in Economics from the University of Warwick. He is also a
Non-executive Director of IntegraLife International Ltd and IntegraLife UK
Ltd, as well as 4 small captive insurance companies.
After training as an accountant with KPMG, David has had more than 25 years'
experience in financial services. He has held board level roles in insurance,
banking, trust, and fund management companies across a number of different
jurisdictions.
Marc Polonsky
Non-executive Director
Marc was appointed as a Non-executive Director on 26 September 2018, having
previously served as an alternate Director to Dr Leonard Polonsky since 26
September 2013. He is managing trustee of The Polonsky Foundation, a
UK-registered charity supporting cultural heritage, the arts and humanities
education. He is a Retired Partner from international law firm White &
Case.
Noel Harwerth OBE
Independent Non-executive Director
Member of the Remuneration, Audit and Risk and Nominations Committees.
Noel was appointed as Independent Non-executive Director on 23 September 2024
and was appointed Senior Independent Director and Chair of the Remuneration
Committee with effect from 1(st) January 2025. Noel is a highly experienced
Non-executive Director who has sat on a number of boards in a variety of
different sectors, including mining and finance industry companies and brings
with her a wealth of knowledge. She currently serves on the boards of One
Savings Bank (as Senior Independent Director) and Crown Agents Bank. Prior
roles include Chair of the UK Export Finance Agency (until February 2024) and
member of the Boards of the UK Department of Business and Trade, Scotia Bank
Europe, Standard Life, London Metals Exchange, and Bank of England RTGS/CHAPS
Board. Noel served as Chairman of Sumitomo Mitsui Bank (Europe, Middle East
and Africa) from 2004 to June 2015. From 1998 to 2004, Noel was Chief
Operating Officer of Citibank International PLC in London. She was responsible
for infrastructure and governance of Europe's first truly pan European bank
with branches in 18 countries. Noel was educated at the University of Texas in
Austin and holds a Juris Doctor Degree from the University of Texas Law
School. She has both US and British citizenship.
Noel has taken the decision to step down from the Board of the Company to
focus on her other commitments and will not be offering herself for
re-election at the Company's 2025 Annual General Meeting. Noel stepped down
from her roles as Senior Independent Director and Chair of the Remuneration
Committee with effect from 24(th) July 2025
Lynzi Harrison
Senior Independent Non-executive Director
Chair of Remuneration Committee. Member of Audit and Risk and Nominations
Committees.
Lynzi has been an Independent Non-Executive Director of the Company since 11
December 2024. Lynzi has over 25 years of relevant industry experience,
spending 19 years in a variety of executive roles with Old Mutual. Lynzi
currently serves on the board of Omnilife Ltd, Global Pension Corporation, and
Personal Touch Financial Services Ltd (part of the PRIMIS Group), and is a
non-executive member of the With Profit Committee of Utmost L&P.
Lynzi was appointed Senior Independent Director and Chair of the Remuneration
Committee with effect from 24(th) July 2025.
Directors' Report
Financial statements
The Directors have pleasure in submitting their Annual Report on the affairs
of the Company and the Group together with the financial statements and the
auditor's report for the year ended 30 June 2025. Where the context requires
"the Group" means Hansard Global plc and its wholly owned subsidiaries.
Hansard Global plc is the holding company of the Group and is a commercial
company on London Stock Exchange's Main Market. The Company is a limited
liability company incorporated and domiciled in the Isle of Man.
Activities
The principal activity of the Company is to act as the holding company of the
Hansard Group of companies. The activities of the principal operating
subsidiaries include the transaction of life assurance business and related
activities.
Principal operating subsidiaries
The following companies are wholly owned subsidiaries of the Company and
represent its principal operating subsidiaries at the balance sheet date and
at the date of this report. All companies are incorporated in the Isle of Man
with the exception of Hansard Europe dac and Hansard Worldwide Limited.
Hansard Europe dac is incorporated in the Republic of Ireland and was closed
to new business with effect from 30 June 2013. Hansard Worldwide Limited is
incorporated in The Bahamas.
Company Business
Hansard International Limited* Life Assurance
Hansard Europe Designated Activity Company Life Assurance
Hansard Worldwide Limited Life Assurance
Hansard Administration Services Limited** Administration services
Hansard Development Services Limited Marketing and development services
* Hansard International Limited has two overseas branches in Labuan
and Japan.
** Hansard Administration Services Limited has a branch in Ireland.
Results and dividends
The results of trading of the Group for the year under IFRS are set out in the
consolidated statement of comprehensive income on page 105. The consolidated
financial statements have been prepared under IFRS. The financial statements
of the parent company have been prepared under UK Generally Accepted
Accounting Practice ("UK GAAP"), comprising Financial Reporting Standard 102.
Additionally, certain information relating to Own Funds and Risk Based Capital
is presented in the "Other Information" section of this report on pages 153 to
155. The Board believes that such information provides additional meaningful
information on the financial position and performance of the Group in a
particular financial year than that provided by IFRS reporting alone.
Results under IFRS
Profit before tax for the year was £1.8m, compared with a profit before tax
for the prior year of £5.3m.
Dividends totalling £6.1m were paid during the year (2024: £6.1m).
Proposed final dividend
The Board has resolved to pay a final dividend of 2.65p per share on 13
November 2025, subject to approval at the Annual General Meeting ("AGM"), to
shareholders on the register on 3 October 2025 (with the ex-dividend date
being 2 October 2025). If approved, this would bring the total dividends in
respect of the year ended 30 June 2025 to 4.45p per share (2024: 4.45p per
share).
In making this decision, the Board has carefully considered its current and
future cash flows, the risks and potential impacts introduced by the on-going
geopolitical position, global economic conditions, the outlook for future
growth and profitability, the views of key stakeholders, including
shareholders and regulators. The Board also notes that Group retained earnings
are negative as at 30 June 2025, and that this does not impact the parent
Company's ability to pay the proposed dividend.
Business review and future developments
A full review of the Group's activities during the year, recent events and
future developments is contained in the Chair's Statement on pages 1 and 2,
the Chief Executive Officer's Review on pages 3 to 5, and the Business and
Financial Review on pages 15 to 26.
Risk management and internal controls
Details of the Group's risk management and internal control processes can be
found on pages 27 to 37. A summary of the principal risks and uncertainties
can be found on pages 31 to 37.
Corporate governance and corporate social responsibility
The Corporate Governance Report on pages 49 to 79 provides full details on the
efforts made by the Group in the areas of corporate governance and corporate
social responsibility within the business, including the information required
under Rule 7.2.6 of the FCA's Disclosure Guidance and Transparency Rules and
is incorporated into the Directors' Report by reference.
Audit and Risk committee
The Audit and Risk Committee Report on pages 80 to 83 outline how the
integrity of the financial reporting and audit process is overseen and the
maintenance of sound internal controls and risk management systems.
Directors' remuneration
Details of Directors' remuneration for the year can be found in the Report of
the Remuneration Committee on pages 87 to 93.
Directors
Details of Board members at the date of this report, together with their
biographical details, are set out on pages 39 to 40. Except where otherwise
noted, all Board members served throughout the financial year and to the date
of this report. In accordance with the Articles of Association all the
Directors will retire at the AGM and, where applicable and eligible, shall
seek election or re-election.
Share capital
At 30 June 2025 the Company's issued share capital comprised 137,557,079
ordinary shares of 50 pence each. As at 30 June 2025 the total voting rights
of the Company were 137,557,079. There have been no changes to the issued
share capital and total voting rights during the period from 30 June 2025
until the date of this report.
Further details of the issued share capital together with details of
authorised share capital and movements during the year are included in note 22
to the consolidated financial statements. The Company has one class of share
in issue, ordinary shares of 50 pence each, all of which are fully paid.
Each ordinary share in issue carries equal rights including one vote per share
on a poll at general meetings of the Company, subject to the terms of the
Company's Articles of Association and applicable laws. Votes may be exercised
by shareholders attending or otherwise duly represented at general meetings.
Deadlines for the exercise of voting rights by proxy on a poll at a general
meeting are detailed in the notice of meeting and proxy cards issued in
connection with the relevant meeting. There are no restrictions on voting
rights or on the transfer of shares.
Substantial shareholdings
At 30 June 2025 the Company had been notified of the following holdings in its
share capital.
Name Shares (millions) % holding
Leonard Polonsky Revocable Trust * 50.8 37.0
Aberforth Partners LLP 20.0 14.6
The Polonsky Foundation 9.9 7.2
Mr M A L Polonsky ** 7.8 5.7
Premier Miton Group plc 6.4 4.6
* Including holdings of spouse - to be transferred to the Polonsky
Foundation in accordance with the terms of the Leonard Polonsky Revocable
Trust.
** Including holdings of spouse
There have been no significant changes in these holdings between the balance
sheet date and the date of this report.
Employee Benefit Trust
An Employee Benefit Trust ("EBT") was established in February 2018 for the
purpose of providing share-based reward.
During the year, net share awards totalling 296,729 shares were granted to
Directors and Executive Committee members, with the awards vesting after 3
years, subject to the rules of the Deferred Bonus Plan. 223,214 shares were
purchased during the year and transferred into the EBT, to give a total of
1,086,914 shares held as at 30 June 2025. Further information can be found in
note 24.
Share incentive schemes
Save As You Earn programme
A Save As You Earn share save programme allows eligible employees to have the
opportunity of acquiring an equity interest in the Company. The Save As You
Earn programme was renewed for a further ten years at the 2017 AGM.
At the balance sheet date there were no options outstanding (2024: no
options), details of which can be found in the Report of the Remuneration
Committee.
Research and development
The Group's development activities focus on bringing new products to market to
leverage distribution opportunities.
Information about securities carrying voting rights
The following information is disclosed in accordance with DTR 7.2.6 of the
FCA's Disclosure Guidance and Transparency Rules:
· the Company's capital structure and voting rights are summarised
on page 42.
· details of the Company's substantial shareholders are set out on
page 42.
· an amendment to the Company's Articles of Association and the
giving of powers to issue or buy back the Company's shares requires an
appropriate resolution to be passed by shareholders.
· the Company may alter its Articles of Association by special
resolution at a general meeting of the Company.
· the appointment and replacement of Directors are governed by the
Company's Articles of Association. The Articles of Association provide that
the Directors may be appointed by ordinary resolution of the shareholders or
by the Board. The Company must have not less than two, and not more than 12
Directors. Where Directors are appointed by the Board, they may only hold
office until the next AGM of the Company where they will be eligible for
election. Each Director must then retire from office at each AGM. The Company
may remove a Director by ordinary resolution.
Powers of Directors
Subject to the Articles of Association, the Isle of Man Companies Acts 1931 to
2004 and related legislation and any directions given by resolution of
shareholders, the business of the Company will be managed by the Board which
may exercise all the powers of the Company.
Directors' interests
Directors' interests in shares in the Company and in options granted under the
Save As You Earn programme are disclosed in the Report of the Remuneration
Committee on pages 87 to 93 together with details of their contractual
arrangements with the Group.
Controlling Shareholder
Dr Leonard Polonsky was the controlling shareholder of the Group, His shares
are now held by his estate via the Leonard Polonsky Revocable Trust, pending
finalisation of the probate process. During his tenure, and to ensure
compliance with independence provisions set out in Listing Rule 6.5.4 a
summary of the agreement, dated 22 September 2014, governing his relationship
with the Group (the "Agreement") is set out in the Report of the Remuneration
Committee on pages 87 to 93.
There were no significant transactions between the Group and Dr Polonsky
during the year.
Company Secretary
The Company Secretary at 30 June 2025 was Hazel Stewart.
Forward-looking statements
The Chair's statement, the Group Chief Executive Officer's overview, the
Business and Financial Review and other sections of this Annual Report and
Accounts may contain forward-looking statements about the Group's current
plans, goals and expectations on future financial conditions, performance,
results, strategy, and objectives. Statements containing the words:
'believes', 'intends', 'expects', 'plans', 'seeks', 'anticipates' and other
words of similar meaning are forward-looking. All forward-looking statements
involve risk and uncertainty. This is because they relate to future events and
circumstances that are beyond the Group's control.
As a result, the Group's future financial condition, performance and results
may differ materially from the plans, goals and expectations set out in the
forward-looking statements. The Company will not undertake any obligation to
update any of the forward-looking statements in this Annual Report and
Accounts.
Annual General Meeting (AGM)
The AGM of the Company will be held on 5 November 2025 at the Company's
registered office.
A copy of the notice of the AGM will be available to shareholders on
www.hansard.com
(https://hansardglobalplc.sharepoint.com/sites/finance/Accounts%20Library/HG%20June%202023/www.hansard.com)
together with this Annual Report and Accounts. As well as the business
normally conducted at such a meeting, shareholders will be asked to elect or
re-elect all Directors. The Directors consider that all the resolutions to be
put to the AGM are in the best interests of the Company and its shareholders
as a whole and will be voting in favour of them. The Board undertakes to apply
the Listing Rules in relation to the re-appointment of the Independent
Non-executive Directors. This requires that re-election is by majority of
votes cast by independent shareholders as well as by majority of all
shareholders.
The Company further confirms that, as required by the Listing Rules, it had an
agreement in place with Dr Polonsky as the controlling shareholder and that
the Company has complied with the requirements of the agreement throughout the
year to 30 June 2025.
Copies of the Letter of Appointment for the Non-executive Directors will be
available for inspection at the Company's registered office during normal
business hours and the AGM venue 15 minutes prior to the AGM until the
conclusion of the AGM.
In accordance with the Group's normal practice, the total number of proxy
votes lodged at the meeting on each resolution (categorised as for; against;
and votes withheld) will be made available both at the meeting and
subsequently on the Company's website.
Political donations
The Group did not make any political donations during the year (2024: £nil).
Adequacy of the information supplied to the auditor
The Directors who held office at the date of approval of this Directors'
Report confirm that, so far as each is aware, there is no relevant audit
information of which the Company's auditor is unaware, and each Director has
taken all steps that he ought to have taken as a Director to make himself
aware of any relevant audit information and to establish that the Company's
auditor is aware of that information.
Auditor
The Company's auditor, KPMG Audit LLC ("KPMG"), has indicated its willingness
to continue in office in accordance with section 12(2) of the IOM Companies
Act 1982. The Audit and Risk Committee has recommended that KPMG be
reappointed as the Company's auditor. Accordingly, a resolution to reappoint
KPMG as auditor to the Company, and to authorise the Directors to determine
its remuneration, will be proposed at the 2025 AGM.
Going concern
The Directors have at the date of approving the financial statements, a
reasonable expectation that the Company and the Group have adequate resources
to operate as a going concern for the foreseeable future, being a period of 12
months from the approval of the financial statements and have prepared the
financial statements on that basis.
In making this statement, the Directors have considered the impact on the
business of the ongoing geopolitical position and global economic conditions.
They have reviewed financial forecasts that include plausible downside
scenarios such as reduced levels of new business and higher expenses arising
from increased inflation. These show the Group continuing to generate profit
over at least the required 12 months from the date of approval of the
financial statements and that the Group has sufficient cash reserves to enable
it to meet its obligations as they fall due.
The Directors expect that the acquisition of new business will continue to be
challenging in the current climate. The impact of this however is not
immediate to the Group's profit and cash flows and therefore allows for longer
term adjustments to operations and the cost base. Long periods of lower new
business or lower AuA would be addressed by reducing the cost base and, where
necessary, the dividend paid.
The following factors are considered as supportive to the Group's resilience
to external market and economic challenges:
· The Group's business model focuses on long term savings products,
a majority of which are regular premium paying products which continue to
receive cash inflows regardless of the amount of new business sold.
· The Group earns approximately a third of its revenues from
asset-based income which is not immediately dependent on sourcing new
business.
· New business channels are geographically dispersed and therefore
less exposed to specific regional factors.
· The largest cash outflow associated with new business is
commission expenditure which reduces directly in line with reduced sales.
· The Group has and continues to the date of this report to have, a
strong capital position with significant levels of liquidity and cash (as
outlined in the Business and Financial Review).
· The Group places the majority of its shareholder assets into
conservative, highly-liquid, highly rated bank deposits and money market
funds. These are typically not subject to price fluctuation and protect the
Group's assets against potential market volatility.
· The Group has no borrowings.
Post balance sheet events
There have been no material post-balance sheet events, which would require
disclosure in, or adjustment to, these consolidated financial statements.
Longer-term viability statement
In accordance with provision 31 of the UK Corporate Governance Code and
Listing Rule 9.8.6, the Directors have assessed the prospects of the Group
over a five-year period and 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 assessment.
The Group and its insurance subsidiaries are required to maintain minimum
regulatory solvency capital levels based on the size and nature of business
written.
The assessment of prospects is considered over a five-year period as this
matches the period over which business plans are considered by the Board.
The Board also considers it a reasonable period in light of rapidly changing
regulation, competitive landscape and technology advances and developments.
The Group's business plan and associated scenario modelling includes
projections of the Group's profit, capital, liquidity, and solvency. Scenario
and stress testing consider the Group's capacity to absorb or respond to
potential economic, contract holder activity or operational stresses. These
include material investment market declines, interest rate movements, mass
surrenders by contract-holders and operational losses. Reverse stress tests
are also considered to provide insight into the level of stress needed to
breach regulatory solvency requirements.
The assessment also considered simultaneous multiple adverse impacts that
could plausibly occur. This included a 25% reduction to new business, a 25%
reduction in AuA due to market declines and recurring elevated expenses all
arising at the same time. While these stresses produce lower levels of
profit, cash, and dividends, none of them produce an immediate risk to the
viability of the business. This allows therefore for compensatory management
actions to be taken to secure longer-term viability through for example
expense and dividend reductions.
In making its overall assessment, the Board has also considered the principal
and emerging risks and associated mitigating strategies which it has
identified and outlined on page 31 to 37. The Directors confirm that they
have undertaken a robust assessment of the principal and emerging risks facing
the Group.
Statement of Directors' responsibilities in respect of the Annual Report and
the financial statements
The Directors are responsible for preparing the Annual Report and financial
statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare Group and Parent Company
financial statements for each financial year. Under that law they are
required to prepare the Group financial statements in accordance with
international accounting standards in conformity with the requirements of the
Companies Acts 1931 to 2004 and applicable law and have elected to prepare the
Parent Company financial statements in accordance with United Kingdom
Accounting Standards, comprising Financial Reporting Standard 102 'The
Financial Reporting Standard Applicable in the UK and Republic of Ireland'
("FRS 102").
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 state of
affairs of the Group and Parent Company and of the Group's profit or loss for
that period. In preparing each of the Group and Parent Company financial
statements, the Directors are required to:
· select suitable accounting policies and then apply them
consistently.
· make judgements and estimates that are reasonable, relevant, and
reliable.
· state whether they have been prepared in accordance with
international accounting standards in conformity with the requirements of the
Companies Acts 1931 to 2004 and as regards the group financial statements, UK
adopted International Accounting Standards.
· assess the Group and Parent Company's ability to continue as a
going concern, disclosing, as applicable, matters related to going concern.
· use the going concern basis of accounting unless they intend
either to liquidate the Group or the Parent Company or to cease operations or
have no realistic alternative but to do so.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the parent Company's transactions and disclose
with reasonable accuracy at any time the financial position of the parent
Company and to enable them to ensure that its financial statements comply with
the Companies Acts 1931 to 2004. They are 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, and have general responsibility for taking such steps as are reasonably
open to them to safeguard the assets of the Group and to prevent and detect
fraud and other irregularities.
Under applicable law and regulations, the Directors are responsible for
preparing a Directors' Report, Directors' Remuneration Report and Corporate
Governance Statement that comply with that law and those regulations.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website.
Legislation in the UK governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
Responsibility statement of the Directors in respect of the annual financial
report
We confirm that to the best of our knowledge:
· the financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair view of the
assets, liabilities, financial position and profit or loss of the Company and
the undertakings included in the consolidation taken as a whole; and
· the Directors' Report includes a fair review of the development
and performance of the business and the position of the issuer, and the
undertakings included in the consolidation taken as a whole, together with a
description of the principal risks and uncertainties that they face.
· the Directors consider the annual report and accounts, taken as a
whole, is fair, balanced and understandable and provides the information
necessary for shareholders to assess the Company's position and performance,
business model and strategy.
By Order of the Board
Hazel Stewart
Company Secretary
24 September 2025
Corporate Governance Report
Compliance with Companies Acts
As an Isle of Man incorporated company, the Company's primary obligation is to
comply with the Isle of Man Companies Acts 1931 to 2004. The Board confirms
that the Company is compliant with the relevant provisions of the Companies
Acts.
Compliance with the UK Corporate Governance Code 2018 ("the Code")*
The Board believes high standards of corporate governance are integral to the
delivery of the Group strategy and so the Board maintains a strong commitment
to achieving the highest standards of corporate governance. During the year
under review, the Group applied the principles and provisions of the UK
Corporate Governance Code 2018 ("the Code"). A copy of the Code is available
on the Financial Reporting Council website at www.frc.org.uk
(http://www.frc.org.uk) .
*The UK Corporate Governance Code 2024 will apply to the Annual Report for the
year ending 30 June 2026.
The following specific information required in the Directors' Report is
included in other sections of this Annual Report and is incorporated by
reference:
Board leadership and Company purpose.
A Effective and entrepreneurial Board Page 53-54
The Board's overarching role is to promote the Company's long-term sustainable
success, to generate value for shareholders and improve customer outcomes by
providing simple, understandable and innovative financial solutions. B Purpose, values, strategy and culture Page 6
C Resources and controls Pages 16-25
Pages 50-53
D Stakeholder engagement
Division of responsibilities
The Board has a clear division of responsibilities between the leadership of
the Board and executive leadership of the business.
F Role of the Chair Page 54
Committee terms of reference determine the authority of each of the Board's
Committees. G Independence and division of responsibilities Pages 55
Governance arrangements are in place to ensure that the Board and Directors H Non-Executive Directors Page 55
can meet their obligations under the Code.
I How the Board operate Pages 49
Composition, succession and evaluation
J Appointments and succession planning Page 54, 57
The Board, with the support of the Nominations Committee, conducts regular
reviews of its composition (and that of its Committees) and leads the process
for appointments to ensure plans are in place for orderly succession to both K Composition of the Board Page 54
the Board and the Executive Committee.
L Board evaluation Page 56-57
The Board undertakes an annual review of its effectiveness and that of its
Committees to ensure that the Board and its members continue to contribute
effectively.
Remuneration
The Board, supported by the Remuneration Committee, ensures that the P Alignment of remuneration with strategy, purpose and values Page 85
remuneration policies and practices are designed to support strategy and
promote long-term sustainable success.
Q Remuneration policy Page 86
R Independent judgment, discretion and Page 85
performance outcomes
Other statutory disclosures
Directors of the Group Pages 39-40
Dividends Page 25
Environmental, social and governance risks Pages 65-75
TCFD Reporting Pages 65
Future Prospects Page 26
Going concern Statement Pages 45-46
Post balance sheet events Page 46
Reporting under Section 172 of the (UK) Companies Act 2006 and engagement with Page 51
stakeholders
Risk Management and Internal Controls Pages 27-37
Details on how we have applied the provisions and principles of the Code to
our activities throughout the financial year and to the date of this report
are set out in this Corporate Governance Report and/or in the following
reports: the Directors' Report on pages 41 to 46, the Report of the Audit and
Risk Committee on pages 80 to 83, the Report of the Nominations Committee on
pages 84 to 86, and the Report of the Remuneration Committee on pages 87 to 93
For the year ended 30 June 2025, the Board considers that it has complied in
full with the provisions of the Code, other than in respect of provision 36 as
further outlined in the Remuneration Report, and in respect of provision 11
for the period from the resignation of Christine Theodorovics on 29 February
2024 until the appointment of Noel Harwerth on 24 September 2024, as less than
half of the Board, excluding the Chair, were Independent Non-executive
Directors.
Stakeholders
Stakeholders are critical to the Company's long-term, sustainable success.
They are our shareholders, employees, regulators, distribution partners,
service providers, and the communities in which we operate. This section
explains why and how the Company interacts with these stakeholders, as well as
the steps it takes to ensure that their interests are considered in the
Board's decision making.
As the Company is listed on the Main Market of the London Stock Exchange, it
reports on its compliance with the Code on a comply or explain basis.
Provision 5 of the Code recommends that the Company report on how the
interests of its key stakeholders were considered in board discussions and
decision-making, including those matters outlined in Section 172 of the UK
Companies Act 2006 (the "UK Act"). While the Company is not domiciled in the
United Kingdom, we have chosen to voluntarily report in accordance with
Section 172 of the UK Act to demonstrate our commitment to best practice
governance and thorough application of the Code.
The tables on the following pages show how the Company and its Board interact
with its stakeholders. We recognise that these relationships are the
foundation for the Company's long-term viability, which benefits all parties.
The Board recognises the significance of upholding a high standard of business
conduct and stakeholder engagement, as well as having a positive impact on the
environment in which we operate.
We actively engage with our key stakeholders to understand their perspectives
and build effective relationships, and our engagement strategy for each
stakeholder group is outlined in the tables on the following pages. Aside from
stakeholder considerations, the Board recognises its responsibility to
consider long-term impacts and the Company's impact on and from wider society
and the environment.
The Board monitors performance against strategy and appropriate
decision-making by receiving regular updates, both in Board and Committee
meetings and through regular Board reports from the CEO, CFO, Executive
Committee members, and other senior managers, all of which enable it to make
well-informed principal decisions for the Company's and its various
stakeholders' long-term success. We define principal decisions as those that
are both material to the Group and significant to any of our key stakeholder
groups. In making principal decisions, the Board has considered the outcome
from its stakeholder engagement as well as the need to maintain a reputation
for high standards of business conduct and the need to act fairly between the
members of the Company. The Board believes that the Group's decision-making is
balanced, and that Hansard's policies and actions meet the Group's
obligations.
Section 172: Promoting the success of the Company
The Directors recognise that their overarching duty, both individually and
collectively, is to act in good faith and in a manner most likely to promote
the success of the Company, as defined in Section 172 of the UK Act, for the
benefit of shareholders as a whole, taking into account, among other things:
The likely consequences of any decision in the long term
The Board's focus is on ensuring that the Company generates and preserves
value over the long term for all its shareholders. The Board's aim is to make
sure that decisions are consistent with the strategic objectives of the
Company and the long-term success of the Company.
The interests of the Company's employees
The Board engages with employees via a variety of mechanisms and forums to
ensure that employees interests are considered.
The need to foster the Company's business relationships with suppliers,
customers, and others
The Board considers customers, suppliers, and other stakeholders, factoring in
their needs, feedback, and concerns to make informed decisions that seek to
benefit all parties. This ensures a balanced and sustainable business
relationship.
The impact of the Company's operations on the community and the environment
The Board's corporate social responsibility ("CSR") strategy focuses on
minimising the Group's environmental impact, making a positive contribution to
society and supporting our people to make a difference to the environment.
The desirability of the Company maintaining a reputation for high standards of
business conduct
The Company has five core values that are the foundation of the Company's
culture: Trust, Integrity, Respect, Quality, and Innovation. These values
ensure that the Company maintains a reputation for high standards in all areas
of the business it conducts.
The need to act fairly between shareholders of the Company
The Board actively engages with shareholders and considers their interests
when setting the Company's strategy.
Shareholders
Shareholders
Our shareholders include institutional investors, retail investors, and
management, among others.
Why we engage
The Board recognises the importance of regularly engaging with shareholders in
order to maintain a high level of transparency and accountability, to act
fairly, and to inform the Company's decision making and future strategy. The
Board is accountable to the shareholders for creating and delivering value
through effective business governance.
How we engage
The Group places considerable importance on developing its relationships with
our shareholders and it aims to achieve this by way of the following regular
communication activities:
§ regular dialogue with major institutional shareholders, both directly and
through the Company's advisers.
§ Annual General Meetings.
§ market announcements, corporate presentations, Annual Report and Accounts
and other Company information which are available on our website at
www.hansard.com
(https://hansardglobalplc.sharepoint.com/sites/finance/Accounts%20Library/HG%20June%202023/www.hansard.com)
The Chair, the CEO, the CFO, and Committee Chairs are available to meet or
correspond with major shareholders to discuss any areas of concern not
resolved through normal channels of investor communication.
Arrangements can be made through the CFO, the Company Secretary, or the
Company's corporate brokers.
The Board is equally interested in communications with private shareholders
and the CFO oversees communication with these investors. All information
reported to the regulatory information services is simultaneously published on
the Company's website, affording the widest possible access to Company
announcements.
The Board receives regular feedback on the views of shareholders on the
Company from the Executive Directors after meetings with those shareholders,
as well as from reports from the Company's corporate brokers, the Chair and
the Senior Independent Director.
There were no significant areas of concern raised during the 2025 financial
year.
Employees
Employees
We recognise that to meet our Company goals, we need to retain, attract and
develop our talent pool, by providing a supportive and safe workplace where
our employees can develop and thrive.
Why we engage
We understand the importance of engaging with our employees and recognise that
the Company culture and our overall remuneration and benefits package can have
significant effect on employees. Communication therefore continues to be a key
part of our Culture journey. We want our employees to have a voice, feel
appreciated for their contribution and to understand their roles within the
Company. It's important that our employees are made aware of key business
updates and that they can provide feedback on what's important to them. We
work hard to meet our employees' needs and to maintain strong relationships
that foster a positive workplace culture.
How we engage
We actively and regularly communicate with our employees via various
mechanisms covering matters such as strategic updates, business performance
and culture or any other matters which
are relevant to employees. Our employees are also offered opportunities to
provide feedback in different ways such as engagement and culture surveys and
in team and individual settings. We provide regular training and development
opportunities for our employees and make sure they receive regular feedback
and recognition, supported via the performance management framework. We strive
to provide a supportive and safe and comfortable working environment, as well
as competitive wages and benefits. We encourage all our employees to provide
feedback to the Board and provide open channels of communication for them to
do so. David Peach is the designated Independent Non-executive Director for
employee engagement.
Regulators
Regulators
These are the governmental or regulatory bodies in charge of overseeing the
Company's operations and ensuring compliance with applicable laws and
regulations. Each of our regulators is in charge of overseeing various aspects
of the Company's operations, including financial reporting and consumer
protection.
Why we engage
We work with our regulators to ensure that we are compliant with all policies,
laws, and regulations. Regular communication with our regulators assists us in
identifying potential risks and obtaining guidance on how to mitigate them.
How we engage
The Company meets with its regulators proactively to address any concerns, and
it establishes regular meetings to ensure that the Company is up to date on
any proposed changes. We make every effort to respond to any queries or
requests for information from our regulators in a timely manner.
Distribution Partners
Distribution partners
Those who assist the Company in distributing our products to our
policyholders. Distribution partners are subject to a rigorous selection
process prior to onboarding, and regular monitoring throughout the course of
the business relationship.
Why we engage
We understand the importance of maintaining positive relationships with our
distribution partners in order to ensure that our products reach customers on
time and accurately represent our brand.
How we engage
All our distribution partners are supported by our regional sales managers,
who provide regular training updates on our product range and any relevant
regulation changes, as well as discussing new business development
opportunities. This is further supported by regular daily contact around sales
opportunities or operational queries to ensure that they receive the best
service and to ensure they are knowledgeable about all the Company's products
and processes.
Service Providers
Service Providers
Those upon whose services the Company relies on to provide its products and
services, both domestically and internationally.
Why we engage
To ensure that the services on which the Company places reliance are delivered
to the Company's required standards and timelines.
How we engage
We receive regular attestations from service providers and meet frequently to
review the performance of services.
Communities
Communities
The locations in which the Group maintains its operations, and in which our
employees live.
Why we engage
We appreciate that we have a responsibility to support our local
communities.
How we engage
As noted in Corporate Social Responsibility below, we encourage our employees
to support local causes. We provide funding for a wide range of initiatives
via the Green Team, and we provide our employees with dedicated time allowing
them to participate in community engagement activities. We partner with local
organisations directly where appropriate.
Compliance with the Market Abuse Regulation
To ensure compliance with the Market Abuse Regulation ("MAR"), the Company
maintains internal policies, procedures, and controls in respect of market
abuse, market manipulation and insider dealing. A Share Dealing Code is in
place which all employees must adhere to. The Company has complied with this
Share Dealing Code and MAR throughout the period.
Role of the Board of Directors and its principal Committees
The primary role of the Board is to provide leadership of the Company. The
Company is directed and controlled both by its Board of Directors and through
systems of delegation and escalation, to achieve its business objectives in
accordance with high standards of transparency, probity, and accountability.
It achieves these goals by making decisions relating to key areas for the
business, by overseeing the activities of the executive team, and by
delegating certain matters for resolution through the principal Board
Committees, namely the Audit and Risk Committee, the Executive Committee, the
Nominations Committee and the Remuneration Committee.
The specific duties of the Board are clearly set out in a Schedule of Reserved
Powers that addresses a wide range of corporate governance issues and lists
those items that are specifically reserved for decision by the Board.
The primary responsibilities of the Board include, but are not limited to:
· formulation of medium- and long-term direction and strategy for
the Group.
· establishment of capital structure and dividend policy.
· ensuring the Group's operations are well managed and proper
succession plans are in place.
· review of major transactions or initiatives proposed by
management.
· implementation of policy and procedures to support the governance
framework of the Group.
· regular review of the results and operations of the Group.
· ensuring that proper accounting records are maintained, and
adequate controls are in place to safeguard the assets of the Group from fraud
and other significant risks.
· regular evaluation of Board performance.
· oversight of the Group's ERM Framework; and
· decisions regarding the Group's policy on political donations.
The duties of the principal Board Committees are detailed in the relevant
terms of reference, which are reviewed annually and are available on the
Company's website, www.hansard.com (http://www.hansard.com) .
Board composition and key roles
At the date of this report the Board comprises the Non-executive Chair, three
Independent Non-executive Directors, one Non-executive Director and two
executive Directors: the Group Chief Executive Officer and the Group Chief
Financial Officer.
As required by the Articles of Association, all Board members will offer
themselves for election or re-election at the forthcoming AGM.
The Board supports greater transparency regarding the election and re-election
of Independent Non-executive Directors. In compliance with the Listing Rules,
the Company operates a dual voting structure for any resolutions on the
election and re-election of the Independent Non-executive Directors. The
results from the AGM votes on any such resolutions, together with other
information normally circulated following the conclusion of the meeting, will
be disclosed through the Regulatory Information Services following the
conclusion of the AGM. In the event that the majority of independent
shareholders are shown to have voted against these resolutions, a further vote
will be called after 90 days.
Chair
Philip Kay was appointed the Company's Non-executive Chair with effect from 1
May 2022., As required by the Code, Philip was considered independent upon
appointment. The Chair leads the Board within a solid governance framework and
ensures that the Board provides effective leadership for the Group including
strategy and direction.
Group Chief Executive Officer
As Chief Executive Officer, Thomas Morfett leads the senior executive team in
the day-to-day running of the Group's business, including execution of the
Group's business plans and objectives and communicating its decisions and
recommendations to the Board.
The division of responsibilities between the Chair and the Chief Executive
Officer is clearly defined and has been approved by the Board. The Chair has
no day-to-day involvement in the management of the Group. The Chief
Executive Officer has direct charge of the Group on a day-to-day basis and is
accountable to the Board for the financial and operational performance of the
Group.
Group Chief Financial Officer
Ollie Byrne was appointed the Chief Financial Officer with effect from 1
October 2024. As Chief Financial Officer, he is responsible for the Group's
Finance, Actuarial, Investments and Commercial functions, and is as a key
member of the Chief Executive Officer's Executive Committee.
Senior Independent Director
Lynzi Harrison is the Company's Senior Independent Director. The Senior
Independent Director provides a sounding board for the Chair and serves as an
intermediary for the other Directors and is also available to shareholders
should they have any concerns that they are unable to resolve through other
channels, or when such channels would be inappropriate.
The responsibilities of the Chair, Group Chief Executive Officer and Senior
Independent Director are available on the Company's website, www.hansard.com
(http://www.hansard.com) .
Non-executive Directors
Noel Harwerth, David Peach and Lynzi Harrison are considered by the Board to
be Independent Non-executive Directors in accordance with the Code
definition. Philip Kay, as Non-executive Chair, was considered independent
on appointment. Marc Polonsky, a Non-executive Director, is not considered
to be independent for the purposes of the Code resulting from his
representation of the Polonsky family shareholding.
The Non-executive Directors fulfil a critical role to constructively challenge
all recommendations presented to the Board for approval and to provide the
benefit of their experience and expertise to manage risk within the Group and
enhance delivery of the overall strategy.
Board independence
The Board's policy is to appoint and retain Independent Non-executive
Directors who can apply their wider knowledge and experiences to their
understanding of the Group. The process for appointing new Directors is
conducted by the Nominations Committee.
It is the Board's view that an Independent Non-executive Director also needs
to be able to present an objective, rigorous and constructive challenge to
management. To be effective, an Independent Non-executive Director needs to
acquire a sound understanding of the industry and the Company to be able to
evaluate properly the information provided.
Each Independent Non-executive Director serves for a fixed term not exceeding
three years that may be renewed by mutual agreement and subject to shareholder
approval at the AGM. Subject to the Board being satisfied with a Director's
performance, independence and commitment, an Independent Non-executive
Director may have their terms renewed for up to nine years. Beyond that
period, a Director would typically be considered to no longer be fully
independent.
A review of the arrangements affecting all Non-executive Directors who served
during the year covering the current term of appointment and review of their
independence (where relevant) was undertaken by the Nominations Committee.
The Committee was satisfied that, based on their performance during their time
on the Board, Jose Ribeiro (until 31 December 2024), Noel Harwerth, David
Peach, and Lynzi Harrison (from 11 December 2024) were, and (in respect of
Noel Harwerth, David Peach and Lynzi Harrison), remain independent.
Philip Kay, as Chair, was considered independent upon appointment.
Board meeting attendance
The Board meets regularly to determine the Company's strategic direction, to
review the Company's operating and financial performance and to provide
oversight that the Company is adequately resourced and effectively controlled.
The Company requires Directors to devote sufficient time to the Company in
order to perform their duties. If Directors are not able to attend a meeting,
they have the opportunity to submit their comments in advance to the Chair or
the Company Secretary. If necessary, they can follow up with the Chair of the
meeting.
The attendance of the Directors at scheduled Board and Committee meetings of
which they were a member held during the year (and the maximum number of
meetings that each Director could have attended) were as follows:
Board Audit and Risk Nominations Remuneration
Number of meetings 11 7 4 5
Philip Kay 11/11 4/4 5/5
Noel Harwerth* 7/8 4/5 2/2 3/3
Marc Polonsky 10/11
David Peach 11/11 7/7 4/4 5/5
Lynzi Harrison** 5/5 4/4 1/1 2/2
Thomas Morfett 11/11
Ollie Byrne*** 4/4
Jose Ribeiro**** 7/7 5/5 3/3 3/3
( )
(* Appointed with effect from 24 September 2024)
(**Appointed with effect from 11 December 2024)
(*** Appointed with effect from 1 October 2024)
(**** Resigned 31 December 2024)
( )
The Chair of the relevant Board or Committee invited other Non-executive
Directors to attend meetings of which they were not a member whenever
considered appropriate. The CEO and CFO have standing invitations to Audit and
Risk Committee meetings and Marc Polonsky attended or partially attended 7
Audit and Risk Committee Meetings, 4 Nominations Committee Meetings and 5
Remuneration Committee meetings.
Board committees
The Board has established standing committees to oversee important issues of
policy and maintain such oversight outside the main Board meetings. Each
committee operates within defined terms of reference, which can be accessed on
the Company's website. The committee positions held by the Directors as at the
date of this report are summarised below:
· Audit and Risk Committee - Chair: David Peach. Members: Noel
Harwerth, Lynzi Harrison.
· Executive Committee - Chair: Thomas Morfett.
· Nominations Committee - Chair: Philip Kay. Members: David Peach,
Noel Harwerth, Lynzi Harrison.
· Remuneration Committee - Chair: Lynzi Harrison (with effect from 24
July 2025). Members: David Peach, Philip Kay, Noel Harwerth (replaced as Chair
24 July 2025).
The Chairs of the relevant Board Committees are available to engage with
shareholders on any significant matters related to their areas of
responsibility.
Reports from the Audit and Risk, Nominations and Remuneration Committees are
set out in this Annual Report and Accounts, together with a summary of their
activities during the year.
The Executive Committee is chaired by the Group Chief Executive Officer and
currently meets fortnightly. The Executive Committee has responsibility for
the day-to-day management of the Group, and other items as delegated from time
to time by the Board. In addition to Thomas Morfett, the Executive Committee
is currently comprised of Keith Brown (Head of Sales), Ollie Byrne (Chief
Financial Officer), Alan Canny (Chief Actuary), Karen Corran (Head of People
and Culture), Angela McCraith (Chief Risk Officer), Hazel Stewart (Group
Counsel & Company Secretary), and John Whitehouse (Chief Operating
Officer).
Board processes
The agenda for each Board and Committee meeting is considered by the Chair or
Committee Chair and the papers for each meeting are distributed by the Company
Secretary to the Board or Committee members beforehand. As a standard agenda
item during the scheduled Board meetings, the Chair and Non-executive
Directors meet without the executive Directors present. The Chair maintains
regular contact with the Chief Executive Officer and with the Non-executive
Directors, outside of Board meetings or calls, in order to discuss specific
issues.
Board performance review and effectiveness
The effectiveness of the Board is vital to the success of the Group. The
Company undertakes a performance review each year to assess the performance of
the Board, its Committees, the Directors, and the Chair. The Board engaged
Boston Limited to conduct a board performance review in the year. The
performance review took the form of a questionnaire, where Directors were
required to rate certain aspects of the Board's and Committees' performance.
The questionnaire also gave Directors the opportunity to provide comments on
areas of focus, which included the structure of the Board, effectiveness of
the Board, and committee-specific questions.
The responses to the performance review of the Board and the Committees were
collated and analysed by the Chair and the Senior Independent Director. The
results indicated that the Board continues to work well and there were no
significant concerns among the Directors about the Board's effectiveness.
Additional focus will be given to succession planning and initiatives such as
diversity and ESG.
As part of the Chair's performance review the Independent Non-executive
Directors meet separately under the leadership of the Senior Independent
Director who, in turn, engages in reviews with the Chair.
Following these reviews, the Directors have concluded that the Board and its
Committees operate effectively. Additionally, the Chair and the Senior
Independent Director have concluded that each Director contributes effectively
and demonstrates full commitment to his duties.
Remuneration of Directors
The principles and details of Directors' remuneration, as well as the
composition and activities of the Remuneration Committee, are contained in the
Report of the Remuneration Committee on pages 87 to 93.
Insurance
The Company maintains insurance cover with respect to the liabilities of
Directors and Officers within the Group. In addition, qualifying third party
indemnity arrangements are in force for the benefit of the Directors within
the Group and were in force for the benefit of former Directors of the Group
during the year under review.
Board support
Directors are fully briefed in advance of Board and Committee meetings on all
matters to be discussed. The Company Secretary is responsible for following
Board procedures and advising the Board, through the Chair, on governance
matters. All Directors have access to her advice and services.
The Board has adopted a procedure whereby Directors may, in the performance of
their duties, seek independent professional advice at the Company's expense if
considered appropriate.
Directors of the life companies are required to complete several mandatory
training sessions during each year, for example on Anti-Money Laundering
responsibilities (provided by the Money Laundering Reporting Officer or an
external supplier). Training and support is also provided on any other key
topics that the Board feel appropriate in addition to their individual
Continuing Professional Development requirements.
Risk management and internal controls
The Board has overall responsibility for the Group's systems of risk
management and internal control, and for reviewing their effectiveness. The
Board recognises that the governance risk management and internal control
arrangements which constitute the ERM Framework are intended to reduce,
although cannot eliminate, the range of possibilities which might cause
detriment to the Group. Similarly, the ERM Framework cannot provide protection
with certainty against any failure of the Group to meet its business
objectives, or guard against material errors, losses, fraud, or breaches of
laws and regulations. Taking all of these factors into account the ERM
Framework is intended to provide reasonable, but not absolute, assurance
against material misstatement or losses and / or the breach of any laws or
regulations.
The primary responsibility for developing and implementing internal control
and risk management procedures covering all aspects of the business lies with
the Executive Committee. As part of the reporting processes from the ERM
Framework, the Board regularly receives written reports covering all such
aspects in addition to overseeing controls and risk management procedures via
the Audit and Risk Committee.
Individual managers have primary responsibility for ensuring compliance with
Group policies, principles, and compliance obligations within their respective
span of control. This includes the identification, evaluation, monitoring,
management, and reporting of risks within their areas of responsibility. The
substance and form of risk management activities and the quality of their
application are regularly reviewed by the Group Risk Forum and objectively
analysed and evaluated by the Group's Internal Audit function, with oversight
by and reporting to the Audit and Risk Committee, which is ultimately
responsible for reporting on the same to the Board.
Processes for identifying, evaluating, and managing the risks faced by the
Group have been in place throughout the year under review and up to the date
of this report. They are regularly reviewed by the Board, with the assistance
of the Audit and Risk Committee.
The Board, through the Audit and Risk Committee, has reviewed the
effectiveness of the Company's risk management and internal control systems
including material controls. On the basis of the review completed the
Directors are satisfied that the governance, risk management and internal
control systems, have operated effectively and as intended throughout the
reporting period and to the date of approval of the annual report and
accounts. Additional details in respect of this review are described at page
30 of the Report. As at the date of approval of the annual report there are no
matters which require additional disclosure.
The Board has further undertaken a robust assessment of the principal risks
facing the Group, including those that would threaten its business model,
future performance, solvency, or liquidity, in accordance with provision 28 of
the Code. Additional information on the principal risks and uncertainties
faced by the Group, together with steps taken to manage them, can be found
within the Principal Risk Report on pages 31 to 37.
Whistleblowing arrangements
The Group has an established Whistleblowing Policy, which is accessible to all
employees, with new starters introduced to the Policy and its objectives
during induction training. The Policy is designed to ensure the principles of,
responsibilities for, and the approach to effective management of
whistleblowing are clearly explained and that l empowered and supported to
raise concerns, in confidence, where they have a reasonable belief of actual
or potential wrongdoing. The Policy recognises that for some individuals
raising a concern under the Group's Whistleblowing arrangements may be a
daunting or difficult experience and so provides for such concerns to be
raised anonymously and/or outside the Management reporting line if preferable,
providing for direct access to the Chief Risk Officer or the Chair of the
Audit and Risk Committee.
Financial reporting process
The Group maintains a process to assist the Board in understanding the risks
to the Group failing to meet its objectives. This incorporates a system of
planning and sensitivity analysis incorporating Board approval of forecast
financial and other information. Operational management reports monthly to the
Executive Committee and Group Risk Forum on a wide range of key performance
indicators and other significant matters. The Board receives regular
representations from the senior executives. Performance against targets is
reported to the Board quarterly through a review of the Group's and Company's
results based on accounting policies that are applied consistently throughout
the Group. Draft management financial statements are prepared quarterly by the
CFO.
The members of the Audit and Risk Committee review the draft financial
statements for the half year ending 31 December and for the full financial
year and engage with the CFO to discuss and challenge the presentation and
disclosures therein. Once the draft document is approved by the Audit and Risk
Committee, it is reviewed by the Board before final approval by the Board.
Financial reporting
The statement on the responsibilities of the Directors in relation to the
preparation of the accounts and the Directors' evaluation of the business as a
going concern is contained in the Directors' Report on pages 41 to 46.
The Directors as at the date of this report consider that the Annual Report
and Accounts, taken as a whole, are fair, balanced, and understandable and
provide the information necessary for shareholders to assess the Company's
position and performance, business model and strategy.
Culture
The Board firmly believes that strong corporate governance, underpinned by a
healthy and purposeful culture, is essential to the Group's long-term success.
It has actively fostered an empowering environment that values innovation,
quality, integrity, and mutual respect. The Board continues to set the tone
from the top, ensuring that the desired behaviours and cultural expectations
are embedded throughout the organisation. In its decision-making, the Board
consistently seeks to reinforce the Group's core values and promote the
culture it aspires to cultivate.
Our desired Culture remains a key enabler in aligning our organisational
culture with the delivery of our strategic objectives and the priorities of
our people. We regularly assess employee engagement through an anonymous
internal survey, with results openly discussed in workshops to identify key
themes influencing the employee experience. These insights directly inform the
development of our people focused initiatives.
As previously outlined, our culture journey is focussed around three strategic
pillars:
· High Performance Culture
· Learning Culture
· Environment and Wellbeing
We continue to invest in the growth and development of our people through a
variety of initiatives, including learning events, professional
qualifications, internal promotions, and secondment opportunities. This year,
we have expanded our offering with sessions on resilience, communication, and
our in-house designed Service Mastery series. Additionally, we have expanded
our Management Learning programme to better support our people managers across
a broad range of topics.
Our Wellbeing team plays a key role in supporting colleagues across three core
areas: mental, physical, and financial wellbeing. Through our Employee
Assistance Programme, employees and their families have access to confidential
support during life's challenges. This is complemented by a range of
Group-wide schemes that reflect our ongoing commitment to the overall health
and wellbeing of our people.
In addition, our Green team continues to lead a wide range of initiatives that
reflect our commitment to social responsibility and community engagement.
These initiatives provide meaningful opportunities for our people to
contribute to causes aligned with our values, strengthening our connection to
the communities in which we operate and enhancing our collective sense of
purpose.
We also benefit from having a dedicated and enthusiastic Sports and Social
team which organise a wide range of events and activities throughout the year.
These gatherings give colleagues a chance to connect outside of work, helping
to build strong relationships, team spirit, and a real sense of community.
People and gender reporting
We recognise our people are key to our success in delivering the strategic
objectives of the business. Our core values of Trust, Innovation, Quality,
Integrity, and Respect were defined by our people and underpin our working
environment and practices. We believe all our people can make a difference
and we continually work to ensure that they are appropriately developed,
engaged, rewarded and retained.
The Group's principal administrative operations are performed in the Isle of
Man on behalf of the wider Group. Management of Hansard Europe, with certain
support functions, is located in the Republic of Ireland. Employees of our
Malaysian and Japanese branches are included in "Other" below. Regional Sales
Managers and related market development resources are principally based in
local markets to support IFAs and other intermediaries that introduce business
to the Group.
As at 30 June the number of the Group's employees (excluding Non-executive
Directors) by location was as follows:
Location 2025 2024
Isle of Man 145 146
Republic of Ireland 15 16
Other 15 15
175 177
As at 30 June 2025, the Group employed a total of 87 male and 88
female employees (2024: 86 male, 91 female).
Within the Executive Committee, there were 5 male and 3 female executives.
Among employees reporting directly to Executive Committee members, there were
14 male and 11 female employees.
As at 30 June 2025, the Board of Directors comprised 5 male and 2
female Directors and the Board of the Group's principal operating
subsidiary, Hansard International Limited, comprised 5 male and 3
female Directors.
The gender profile across the Group is evenly balanced, with a number of
senior executive positions being held by female employees, including Chief
Risk Officer, General Counsel and Company Secretary, and Head of People and
Culture. The current composition of the Board is in compliance with the
Listing Rules requirements on diversity, though this will temporarily no
longer be the case following the AGM (as Noel Harwerth is not offering herself
for re-election at the AGM). Following the changes in our leadership team,
the primary focus will be on ensuring stability and continuity in our
operations; thereafter, the Company will be able to take further steps in
relation to compliance with these Listing Rules requirements.
Corporate Social Responsibility
Overview
The Hansard Group has a long-standing commitment to supporting and investing
in Corporate Social Responsibility (CSR) initiatives, and this work has
continued throughout the 2025 reporting period. Our endeavours have sought to
build on the strength of our experience and to refine our plans and
approaches, aligned with broader sustainability perspectives.
Work invested throughout the reporting period has enabled the Board to approve
a revised Sustainability Strategy, built on our three sustainability pillars -
Our Planet, Our Society and Our People, and Our Governance. The Strategy
remains anchored by our core focus on the delivery of long-term value for our
stakeholders while contributing positively to the broader community and
environment and is designed to embed sustainability principles deeper into our
operations. Accountabilities throughout the business support the refinement of
our internal controls and governance frameworks on an ongoing basis,
strengthening our ability to manage sustainability-related risks and
positioning the Group as a more resilient and future-focused organisation.
Our Group Sustainability Officer continues to drive internal enhancements,
reinforcing the importance of sustainability across the organisation and the
co-benefits presented by our sustainability initiatives by bringing people
together and connecting with both each other and the environment. These
initiatives will further evolve and continue to add value as we navigate
future developments driven by the broader focus on sustainability and the need
for proportionality in terms of assessing business impacts.
Our highlights
We continue to promote and invest in sustainability related initiatives that
align with our Sustainability Strategy. Many of our initiatives generate
co-benefits, which we actively seek when identifying new volunteering and
sponsorship opportunities, with the aim of maximising value both for our
people and for the organisations we are supporting.
Our Planet:
The Isle of Man remains the world's only entire nation UNESCO Biosphere and,
as a business, we are committed to the protection and enhancement of our
natural environment. Our environmental initiatives are closely aligned with
this commitment and are driven and supported by the Hansard 'Green Team' with
the oversight and direction of the Group's Sustainability Officer. Key areas
of focus during the reporting period include:
· Our continuing support for the Manx Wildlife Trust (MWT) through
engagement in a number of initiatives including:
o Investment in the Crossags Project, the Island's first carbon credit
scheme, which also aims to enhance the biodiversity of the area through the
planting of native trees.
o Active employee participation in tree planting projects across two MWT
sites
o Renewal of our corporate membership to proactively support MWT's ongoing
work.
o Support for and donation to the inaugural 'Go Wild' Festival, with
co-hosting by MWT and 'Hello Little People', which aims to connect families
with nature through play and creativity.
· Activities undertaken in a number of our offices to celebrate
Earth Day, with employees encouraged to use alternative forms of transport for
travel into work and to take the opportunity to appreciate our local
environment throughout the day.
· Sponsorship of four Beach Buddies bins on the Isle of Man to help
keep the Island's beaches clean.
Our Society and Our People:
Our Island home is extremely important to us. We are proud to support causes
and initiatives that celebrate Manx community, culture and heritage as well as
those which provide a platform for young people to enhance their learning and
enable them to invest in their own future. During the reporting period
employees from across the Group have dedicated more than 500 hours of their
time to internal and external events, either giving up their own time, or
utilising Company approved time, for volunteering and supporting activities,
demonstrating the commitment of our people to support the local community and
represent Hansard in a positive way. We are also proud to recognise the extent
of additional personal volunteering commitments undertaken by Hansard
employees, many of whom are members of or actively support, local charities.
Our partnerships during the reporting period have included: -
· Sponsorship of the 2024 'LoveTech' Summer Event, which encourages
girls to enter into STEM careers.
· Continued support for The Children's Centre, delivered through
volunteering days to assist in maintenance and improvement of the facilities
as well as direct sponsorship for the ongoing care of young people.
· Employee volunteering from across the business to support 'Junior
Achievement Isle of Man', visiting local primary and secondary schools and
helping with the delivery of their programmes.
· Donation to 'Junior Achievement Isle of Man' to support the 'It's
All About Money' Programme.
· Sponsorship of the annual 'Shennaghys Jiu' Festival, which
provides a unique and inclusive platform for the Island's gifted young
musicians and dancers and the opportunity for developing local talent to
flourish. The festival also helps to build unique and collaborative relations
with talented young people of our Celtic Nation neighbours, extending the
Island's cultural reach and reputation beyond our own shores.
· Support for local clubs and sports teams that our employees are
members of, together with sponsorship for and donations to charity initiatives
supported by active employee participation.
· Employee involvement in corporate events to raise money for
charities, including Hospice Isle of Man, The Children's Centre and 'Craig's
Heartstrong Foundation'.
Our people remain our greatest asset, and the creation and maintenance of a
positive culture is a vital element of our long-term success and
sustainability. The Hansard 'Wellbeing Team' have continued their valuable
work promoting and supporting the physical, financial and mental wellbeing of
our employees across the Group whilst social events have focused on bringing
people throughout the business together to create and build stronger
relationships and resilient teams. Important initiatives during the reporting
period have included:
· Supporting Mental Health Awareness week through:
o Encouraging people to share their stories centred around community.
o Breakfast platters to encourage people to get together and talk over
breakfast.
o 'Wear it Green Day', with funds being raised for The Samaritans.
· Sauna and sea dip session to promote the health benefits of cold
and hot water therapies.
· Resilience Workshops focused on helping our employees build
resilience, both inside and outside the workplace.
· 'In-work' events supporting employee physical health, morale,
emotional wellbeing and productivity and promoting the importance of work-life
balance.
· A range of social events which invest in the value of our
employee community.
We have also worked on building a closer relationship with our colleagues in
Japan by aligning a number of our initiatives, including the promotion of
Earth Day and activities throughout Mental Health Awareness week. This was met
with good engagement from both offices.
Our Governance:
The Board hold ultimate responsibility for overseeing sustainability-related
risks and opportunities. However, sustainability is a regular agenda item in
various business forums, with the Group Sustainability Officer providing input
and guidance. When making decisions in these forums, it is important to
consider the impact on our people, the planet, and any governance
implications, and the long-term effects of the decision.
Transparency and accountability are at the core of our sustainability efforts.
We aim to provide regular updates against our Sustainability Pillars to our
stakeholders and continuously strive to improve our practices.
Ø Reporting to the Board - reporting on progress is issued to the Board on a
quarterly basis and includes progress against metrics, updates on risks and
opportunities, and broader sustainability trends that may impact Hansard.
Ø Reporting to internal stakeholders is provided in relation to ongoing
initiatives, via training, mailshots, or staff bulletins.
Ø Reporting to external stakeholders is undertaken in line with our reporting
obligations and is reviewed and updated on an iterative basis.
Where applicable, we use relevant frameworks and metrics, such as the World
Economic Forum metrics, to support our sustainability disclosures. The Group
Sustainability Officer monitors emerging and foreseeable changes to
sustainability-related mandatory and voluntary reporting frameworks, as the
demand for transparency and comprehensive reporting on corporate impacts
grows. This ensures the timely cascade of information and enables
proportionate and value adding actions are well planned and executed.
Our Climate-Related Financial Disclosures
Throughout the 2025 financial year, our investment of time and resource has
focussed on further enhancing and developing our internal processes in
relation to climate risks and opportunities. The following section outlines
the Group's continued efforts to integrate both climate and broader
sustainability-related risks and opportunities into our risk management,
strategic planning and decision-making processes.
Our reporting seeks to provide our primary stakeholders, including our
investors, our policy holders and our employees, with a clear understanding of
our progress during the reporting period in identifying, understanding, and
disclosing our exposures to climate related risks and strengthening strategic
resilience to these exposures, with a focus on proportionality, whilst also
seeking out opportunities in the mid- to longer-term.
The Hansard Group remains proactively committed to supporting the Isle of Man
Government's initiatives associated with the sustainability of the Island's
future. This includes support for 'Finance Isle of Man' as they progress their
work to develop a three-year Roadmap to create a more sustainable economy on
the Island. The Island continues to be designated as a UNESCO Biosphere in
recognition of its special environment, culture, heritage, and economy and is
the only Biosphere that encompasses an entire nation, which includes all the
Island's land and territorial sea. Hansard remains a UNESCO Biosphere Isle of
Man Business Partner, with the pledges made used as drivers in our decision
making.
Overview of the Taskforce on climate-related financial disclosures (TCFD)
Aligning our strategic and tactical thinking with the objectives and intent of
the TCFD recommendations is helping to drive an inclusive and proportionate
approach to addressing our social responsibilities, as well as our
environmental impacts and our governance practices. The TCFD recommendations
remain relevant to our ambitions and provide a solid foundation from which we
will continue to build our climate-related disclosures.
The four TCFD pillars:
Our Approach
We are increasingly conscious of the benefits and value inherent within
holistic sustainability perspectives and reporting practices, and the
importance of an integrated strategy to achieve our overall goals and
ambitions. Developments in the broader global landscape, relating to climate
and sustainability-related reporting, have been visible throughout the
reporting period. These developments are firmly focussed on increasing
transparency and accountability within the corporate landscape and driving
action towards a sustainable future. We continue to horizon scan and plan for
future reporting requirements in line with these developments, ensuring we are
well placed to engage with emerging change and adequately prepared for
enhanced reporting requirements.
Relevant details of the Group's work during the reporting period are organised
under the four pillars of the TCFD disclosure framework, within the respective
sections, below. Areas prioritised for attention, in terms of enhancing the
quality and substantive nature of the Group's disclosures, have targeted
achieving full compliance with the framework and include disclosures relevant
to the environmental impact of our assets under administration, enhancements
to the understanding of climate-related risks within our regularly assessed
range of risks to the business and the resilience of our Group strategy to
various scenarios. We continue to maintain a proportionate approach towards
the transition to a low carbon economy, balancing iterative progress with
broader strategic priorities and protection of stakeholder interests.
Pillar 1 - Governance at Hansard
The Board retains overall responsibility for the effective functioning of the
Group's governance, risk management and internal control arrangements,
including those relevant to sustainability-related risks and opportunities.
The Board are accountable for determining, evaluating and controlling the
nature and extent of these risks and opportunities, in reference to the
varying levels of strategic, financial and operational stresses, and
scenarios. Consideration is given to emerging as well as existing risk
exposures over short, mid and long-term time horizons. These activities are
governed by the protocols of our established ERM Framework, defined and
described in more detail under 'Pillar 3 - Risk Management', below, which
include both top-down and bottom-up risk assessment bases.
The Group's sustainability goals are considered within the context of wider
industry experience and stakeholder perspectives, having regard to the
aggregate levels and types of risk the Board is prepared to accept within risk
capacity, in pursuit of strategic and business plan objectives. During the
reporting period the Board considered key developments and evolving trends in
sustainability reporting obligations, in the insurance sector and broader
business environment, and identified a number of opportunities to update and
enhance the pre-existing CSR Strategy. The Board approved a new Sustainability
Strategy during the year ended 30 June, effective from 1 July 2025, building
on holistic sustainability perspectives and reporting practices, and the
importance of an integrated strategy to achieve our overall goals and
ambitions. The new Strategy incorporates clear governance structures and lines
of responsibility, improved reporting frequency and closer links to the
Group's overarching business plans. A Sustainability Report is included as a
standing agenda item at each quarterly Board meeting across the financial
year, with the specific aim of ensuring that progress towards objectives and
targets can be closely monitored, as well as providing updates on regulatory
changes, trends in the wider business landscape, and enhancing the Board's
knowledge around sustainability. Simultaneously, the Hansard Global Risk
Appetite Statement was updated during the 2025 financial year to better align
and integrate risk metrics with a sustainability nexus and to promote
commercially balanced perspectives as we navigate future developments.
The governance structures which support the Board's oversight of
sustainability-related risks include the Group and subsidiary entity Audit and
Risk Committees, the Executive Committee, the Executive and Operational Risk
Committees and the Investment Committees of both Hansard International Ltd
(HIL) and Hansard Europe Designated Activity Company (HE dac). The Investment
Committees and the Executive Risk Committee also consider
sustainability-related reporting as a standing agenda item, ensuring that
priorities and considerations remain aligned with those of the Group Board and
there is a structured approach to the identification of climate-related risks
as part of this. Protocols remain in place to enable sustainability-related
decisions made by the Investment Committees to be communicated via the
respective Boards to the Hansard Global Plc Board. A summary view of the
Group's governance structures supporting the Board's oversight of risks and
opportunities is presented in figure 2 below.
Figure 2: Group governance structures
The CRO, supported by the Group Sustainability Officer, has specific
accountabilities for monitoring deliveries and reporting against progress. The
formation of the Sustainability Working Group has been essential for enhancing
our disclosures going forward and ensuring we maintain compliance as reporting
obligations become more complex. As part of this work, responsibilities have
been outlined to ensure that reporting requirements fall within the relevant
business functions to support the wider objective of embedding sustainability
within the business. Tracking and monitoring our emissions remains an area of
focus, with proactive work by the Green Team to identify and assess
initiatives which can be progressed to reduce our emissions.
Pillar 2 - Strategy
The Group's strategic goals in terms of climate-related risks and
opportunities are focused on the creation of long-term value for our
stakeholders whilst making a positive impact on the world. The delivery of the
Groups strategic objectives in relation to sustainability fall within our
three Sustainability Pillars noted below.
The Group's approach to the management and mitigation of climate-related and
broader sustainability risks and opportunities is built within the context of
its overarching corporate strategy and business plans. The main source of
income for the Group continues to be the fees earned from the administration
of insurance contracts. These fees are largely fixed in nature and amount.
Approximately 30% of the Group's revenues, under IFRS, are based upon the
value of assets under administration. The new business generated in a
particular year is expected to earn income for an average period of 15 years.
Business is therefore long-term in nature both from a contract holder
perspective and with regards to the income that is generated, which supports
business overheads, business investment, remuneration of the distribution
network and payment of dividends, whilst contractual obligations can range
from 5 years to over 25 years.
The Group's products are unit-linked regular or single premium life assurance
and investment contracts, which offer access to a wide range of investment
assets, through internal funds or open architecture products. The contracts
are flexible, secure, and held within wrappers, allowing life assurance cover,
or other features, depending upon the needs of the client. The contract
benefits are directly linked to the value of those assets that are selected
by, or on behalf of, the client and held within the wrapper. The Group's
products do not currently include any contracts with financial options and/or
guarantees regarding investment performance, which can require additional
capital to be held. Levels of service and the delivery of fair client
outcomes, the nature of the Group's products, the use of technology, and the
ability of the contract holder to reposition assets within a contract are all
designed to achieve retention of the contract holder relationship over the
long-term. The investment committees for HIL and HE dac have autonomy over
which internal funds we make available to clients, subject to the governing
arrangements in force. The sustainability rating and impact of those funds are
considered when creating new propositions or reviewing the availability of
existing funds. The nature of open architecture products means that the
investment decision falls exclusively with the client and their broker,
subject to the selected assets meeting our criteria.
All of these business model aspects are contributing factors to the Board's
determination of relevant short-, medium-, and long-term time horizons,
respectively classified as: -
· Short term: 0-5 years
· Medium term: 5-10 years
· Long term: > 10 years
These time frames support analysis and assessment of climate-related risks and
opportunities, together with broader sustainability considerations, which have
the capacity to impact the Group's strategy, business plans and financial
performance. The Board's perspectives on these aspects of the risk portfolio
are value-driven in terms of improving resilience and demonstrating to
clients, investors, regulators, and wider stakeholder groups that
sustainability-related risks and opportunities, including those having a
climate-related nexus, are properly understood. This is achieved through
forward-looking analysis and evaluation, with concurrent consideration of
tactical business planning, operations, and investment activities, in order to
contribute to a sustainable and proportionate transition to a low-carbon
economy.
The Group's risk management arrangements, described in more detail within
'Pillar 3 - Risk Management', operate on a cyclical basis to enable the Group
Board and the Executive Committee to properly assess and understand, at a
practical level, the major sources of risk facing the Group, and the capital
required to cover those risks, under both normal and stressed conditions.
Internal and external risks are considered, together with emerging risks and
any risks associated with the Group's systems of governance, having regard to
capital, performance, and strategic information, which ultimately provides the
Board and Executive Committee with substantiated bases relevant to decision
making. Forward-looking business plan and solvency projections use a range of
stress and scenario testing and analyses to evaluate the adequacy of the
Group's overall financial resources, including capital and liquidity
resources. The stress and scenario tests, described in more detail below, are
derived from analytical review of the Group's risk universe, enabling
distinguishable patterns of impact to be considered and allowing plausible
risk scenarios to be approximated into impact types, with attention given to
both single test and multi-factor scenarios.
ERM protocols and work to support climate-related financial disclosures have
considered the plausibility of climate-risk stresses emerging over the
duration of the forecast period. Associated analyses have focussed on the
impact of the Group's business on the environment as well as the capacity for
future environmental disruption to the Group's strategic and business plan
objectives and targets, taking account of both physical and transition risks.
Climate-related risks are defined, at the highest level, as those risks
arising from a failure to prepare for the physical and transitional risks that
changes in climate and biodiversity will present to Hansard, our suppliers,
our customers, communities, and wider stakeholders, resulting in potential
financial loss, damage to reputation, regulatory fines, and / or environmental
damage. This is captured within the context of the broader Corporate
Sustainability Risk which we define as the risk of failing to integrate
environment, social and governance considerations into the Group's strategic
and business planning activities, or to proactively review, understand and act
on the challenges and opportunities presented. To help mitigate broader
sustainability risk we have taken actions to: -
· Actively build sustainability considerations into strategy
development and business planning processes through structured analysis,
formal assessment mechanisms and cross-functional collaboration.
· Factoring in emerging sustainability-related issues into key
decision-making and understanding the impacts for the tools and methodologies
currently used to manage risk, including governance structures, risk
ownerships, risk and control self-assessment principles, regulatory
developments, third party service provisions and effective reporting.
· Developing and updating relevant components in relation to the
sustainability risk domain - including policies, procedures, risk indicators,
management data and stress testing; and
· Initiatives addressing cultural alignment and structural
resilience, which encompass core sustainability considerations.
From a climate risk perspective, identified in the following section are the
risk scenarios we have considered and their potential impacts, any risk
mitigants, and relevant opportunities presented to the Group. Note that the
inclusion of these risk scenarios within our disclosures does not mean they
pose a material risk to the Group.
Physical risks are risks that arise directly from the impact of climate
change. These can be defined as either acute risks such as extreme weather,
heatwaves or storm surges, or more chronic risk which are long term shifts in
established patterns like rising sea levels, desertification and temperature
increase. Physical risk analysis has included the likelihood and impact of
extreme weather events occurring over the duration of the business plan period
and their capacity to provoke any combination of the following events:
Transitional risks are risks associated with the transition to a low-carbon
economy and can impact organisations by changes in policy and regulation,
market dynamics and the growing emphasis on businesses to do the right thing.
Analysis of transition risks has considered the disruptions and shifts
associated with advancement towards a low-carbon economy and the potential for
these to impact the value of assets, erode important revenue streams and/or
increase the costs of doing business. Transition risks may emerge through
changes in policyholder, or other stakeholder expectations, market dynamics,
technological innovation, and/or reputational factors. Key examples of
transition risks include policy changes and regulatory reforms, which affect
specific classes of financial assets relevant for available investments,
whilst social movements and civil society activism may pose a risk of
reputational damage, if appropriate risk mitigation strategies and
communication actions are not implemented appropriately. Associated risks may
emerge more readily if the Group fails to adequately prepare for, or
substantively comply with, mandated climate-risk disclosure obligations and/or
its disclosures are found to be deficient.
Whilst climate-related issues have not presented a material impact to the
Group's financial performance or position to the date of reporting, scenario
testing during the year ended 30 June 2025 was calibrated to consider extreme
but plausible stresses, reasonably foreseeable within the forecast period,
arising via the physical and transition events described above. The scenario
analyses within our Group Own Risk and Solvency Assessment (ORSA) do not
include specific temperature increase scenarios but are approximated
assumptions, based on medium-term unplanned expense variances to meet costs
associated with physical or transitional risks, declines in traditional
business sales, and varying levels of sales impact within a specific region -
expected to be more significantly affected by climate change. The results of
testing confirmed that, in the absence of mitigating measures, an extreme
multi-factor scenario could have the potential to disrupt key financial
metrics, compared to base plan targets, due to reduced sales volumes and
compromise of planned expense savings, with a deteriorating trajectory.
Overall, modelling provided a compelling view of the value attaching to the
Group's climate and broader sustainability risk management and mitigation
measures. On this basis, whilst the transition to a low-carbon economy is not
expected to generate critical impacts for our business model or financial
performance, the Group's work in anticipation of and preparation for broader
sustainability reporting, including non-climate related disclosures, will
strengthen analysis of reasonably foreseeable risks and impacts. The results
of this work will enhance the resilience of the Group's management and
mitigation strategies, ensuring that both short- and long-term financial
planning and strategic decision-making take account of the growing
significance of sustainability risks and opportunities, whilst also
acknowledging that sustainability-related risks are complex and often
interconnected, making them difficult to predict and plan for.
Developing further maturity of data and analytics, on a proportionate basis,
will remain a priority going forward. This will enable the Board to develop a
more substantive understanding of the range and plausibility of subordinate
risks and opportunities within the main exposure categories and their capacity
to impact specific areas of the Group's business, over short, medium- and
long-term time horizons. Future iterations of our ORSA cycle will continue to
assess the relative value of modelling specific temperature increase
scenarios. Attention will then be given to the extent to which these issues
might crystallise as a material financial impact for the Group and its
stakeholders. This will include further analysis of climate-related issues
that affect the geographical regions in which we generate revenues - on a
current and forward-looking basis, to enable more geographically specific
disclosures, where these prove to be useful and value adding.
Simultaneously the Board have recognised that there are clear strategic and
commercial opportunities and benefits associated with embracing a strategic
response to sustainability issues, these include:
· An integrated base from which to build longevity.
· Building trust and connections within our community and
monitoring our social impact.
· Engendering better employee engagement by demonstrating our
commitment to creating a sustainable business and the extent to which we value
employee commitment, trust and job satisfaction.
· Reduction of business risk by ensuring the company is adaptable
to change from environmental, social and governance perspectives.
· Enhancing our responsiveness to existing and emerging regulation
in relation to climate change.
· Making a positive contribution through reduction in our carbon
emissions and supporting activities which sequester carbon from the
atmosphere.
· Being better able to satisfy investor demands for transparency
and demonstrating that we are taking action with regards to long-term
sustainability.
Our Sustainability Strategy provides a solid foundation for the shaping of our
future initiatives and actions, recognising that their effectiveness and
integrity are as significant as the pace of their achievement.
Pillar 3 - Risk Management
As with all businesses, the Group is exposed to risk in respect of its
strategic and business plan objectives. The Board has overall responsibility
for the Group's system of risk management and internal control and for
reviewing their effectiveness, supported by the governance structures, and
reporting arrangements of the ERM Framework. These have been adapted to assist
with the identification and management of sustainability related risks,
enabling the Group to readily apply its well-established and embedded risk
management conventions and processes to identify, understand and assess
relevant risks and opportunities in a manner consistent with the approach for
all other risks to which the Group is or may be exposed. The 'Schedule of
Powers Reserved to the Board' ensures that the Directors are responsible for
determining, evaluating, and controlling the nature and extent of such risks
and opportunities, including both quantifiable and non-quantifiable risks, and
for assessing the effectiveness of the Group's ERM Framework.
The overall scope of, responsibilities for, and approach to risk management,
through which the Group's risk management activities, processes and procedures
are to be directed and controlled, are set out within the ERM Policy, which
governs the consistent identification, measurement, assessment, management,
monitoring and reporting of all risks. The Board recognises the need to ensure
that the risk management system is effective and well-integrated into the
Group's structure and decision-making processes, with clear accountability and
ownership for risk management. On this basis the ERM Framework seeks to add
value through embedding risk management and effective internal control systems
as continuous and developing processes within strategy setting, programme
level functions and day-to-day operating activities. The ERM Framework also
acknowledges the significance of operating culture and values in relation to
risk management and their impact on the overall effectiveness of the internal
control framework.
The Policy objectives and conventions of the ERM Framework, which are mature
and well embedded, guide and govern the identification, assessment,
management, monitoring and reporting of all risks, including those which fall
under the scope of Corporate Sustainability Risk. These conventions are
actively supporting the work to accommodate and integrate focus on Corporate
Sustainability related risks, as defined under the Strategy Pillar, and
exposures at strategic, programme and operational levels such that layers of
core activity support each other and the relative significance of
climate-related risks within the context of the broader risk portfolio. This
is enabled by the application of risk appetite metrics, tolerance thresholds
and ultimate boundaries, which are used to quantify risk issues and emerging
risks with outputs reported to the Board on at least a quarterly basis.
Within this context, and consistent with the Group's ERM protocols, risk
management processes are undertaken on both a top-down and bottom-up basis.
The top-down aspect involves the Board assessing, analysing, and evaluating
what it believes to be the principal risks facing the Group. The bottom-up
approach involves the identification, review, and monitoring of current and
forward-looking risks, including climate-related and broader sustainability
risks on a continuing basis at functional and divisional levels, with analysis
and formal reporting to the quarterly Executive Risk Forum, and onward
analytical reporting to the Audit and Risk Committee. The Audit and Risk
Committee receives regular reporting from the Group's Chief Risk Officer in
relation to the outcome of periodic risk assessments undertaken by management
in line with the governing principles and practices of the ERM Framework.
The 'Risk Universe' captures the range of material inherent risks, which are
identified as having the capacity to prevent or limit the achievement of
business objectives, taking into account the recommendations of the Group Risk
Forum, the Audit and Risk Committees and the Chief Risk Officer. The 'Risk
Universe' supports the structure and functioning of both the ERM Framework and
the Board Approved Risk Appetite Statement. Effective maintenance of the Risk
Universe is dependent upon strategic and business objectives over appropriate
time horizons being actively maintained.
While climate-related risk has not been classified as having a material
impact, the Group's inherent material risks are organised into five primary
categories, each further subdivided into subordinate risk types. This
structure is mirrored in the Risk Appetite Framework to ensure consistency in
risk classification and oversight. This taxonomy of risks strengthens the
monitoring of risk appetite as it is reflective of the nature of the risks to
which the Group is or could be exposed in the pursuit of its business
objectives and corporate strategies. Risk identification, measurement,
monitoring, managing, and reporting under the Group's ERM Framework are based
on this taxonomy and the approach enables a holistic and integrated view of
climate-related risks and those with a broader sustainability nexus.
The Board has an agreed Risk Appetite Statement, structured according to the
taxonomies described above, which is comprehensive and clear to all
stakeholders. Risk Appetite is the aggregate level and types of risk the Board
is prepared to accept, within risk capacity, before action is deemed necessary
to reduce the risk. Risk Appetite represents the balance between the potential
benefits and rewards of commercial decision-making and innovation versus the
threats that change, over the short-, medium-, and long-term, and development
inevitably bring. Risk Capacity is the maximum level of risk at which the
Group can operate, whilst remaining within constraints implied by capital,
funding needs and the expectation of shareholders. Where the Board sets its
Risk Appetite at principal risk category level, such Risk Appetite is
applicable to the aggregate of the sub-risks within the specific Risk
Category.
For some risks within the Group's risk universe, such as strategic,
reputational, group and some aspects of climate risks, the holding of capital
by itself is considered by the Board to be an inappropriate mitigating
measure. The governance, risk management and internal control mechanisms,
which constitute the ERM Framework facilitate the identification and
evaluation of non-quantifiable risks, such as those associated with climate
and sustainability, by aligning assessments with the risk appetite metrics
approved by the Board. This approach, driven by ERM protocols, ensures that
all risks within the risk universe (quantifiable and non-quantifiable) are
treated with equivalence and reporting on risks is not limited to those which
only support calculation of solvency requirements. This methodology allows the
nature of the Group's principal and subordinate risks, relative to strategic
and business objectives, to be considered via stress and scenario testing and
movements in Hansard's risk profile, relative to risk appetite, to be
identified, managed, monitored and reported on a continuing basis. Additional
details of stress and scenario testing relating to climate risks are described
above as part of Pillar 2 - Strategy.
To demonstrate whether the Group is being managed in accordance with the
Board's approved Risk Appetite, periodic risk appetite tolerance assessments
are carried out and reported to the Audit and Risk Committee. Further details
on the Company's overall ERM Framework can be found in the Risk Management and
Internal Control section on pages 29 to 31 and in the Principal Risks section
on pages 31 to 37.
Pillar 4 - Metrics and Targets
The Group is committed to fostering sustainable business practices through a
holistic approach, actively managing and minimising our environmental impacts.
Achieving meaningful progress requires a well-informed understanding of
climate-related factors, including physical and transition risks, climate
resilience, and greenhouse gas (GHG) targets. This is promoted through
education and involves a thorough evaluation of the Group's emissions,
alongside a recognition of the importance of clear and effective metrics that
enable all stakeholders to analyse our impact.
The Group's metrics and targets are intended to evidence and demonstrate how
we are working to achieve reductions in energy use (measured in tCO(2)e),
consequent emissions and environmental impacts and establish sustainable
business practices. To calculate our emissions, we follow the Greenhouse Gas
Protocol (GHGP) Corporate Standard. Under this Protocol we categorise
emissions on the following basis: -
· Scope 1: Direct emissions from gas, refrigerants, and owned
vehicles.
· Scope 2: Indirect emissions from the generation of acquired and
consumed electricity, which are a consequence of our activities, but originate
at sources owned or controlled by another organisation; and
· Scope 3: Value-chain emissions, having regard to both upstream
activities - typically business travel, employee commuting, waste generation,
purchased goods and services and capital goods, and the downstream impacts of
our business - typically linked to investments made or enabled by the Life
Companies of the Group.
Benefitting from the relationship established over the last few years, we have
again worked with the Environmental Sustainability Index (ESI) Monitor,
utilising their online application FutureTracker, to upload and record our
environmental footprint data across Scopes 1, 2 and 3 and provide useful
industry benchmarking. The subsequent 2025 Environmental Footprint Report is
then used to inform our Metric and Target disclosures and enable refinement of
our sustainability goals and associated policy objectives. Data for the
financial year ended 30 June 2025 is set out in figure 9 below, representing
the most relevant and applicable data in respect of emissions for which
Hansard is responsible, measured in tCO(2)e. As we have set out in previous
years, we use 2022 as our baseline year for Scope 1 and 2 data.
Scope Description 2025 (tCO(2)e) 2024 (tCO2e) 2022* (tCO(2)e)
Emissions from gas, refrigerants and owned vehicles:
1
- Fugitive Emissions 0.23 0.46 10.60
- Static Combustion - - 5.30
- Mobile Combustion 0.17 0.10 0.90
Gross Measurable Scope 1 Emissions 0.40 0.56 16.80
Electricity emissions using purchased electricity factor (market based) 43.15 47.90 104.60
2
Gross Measurable Scope 2 Emissions 43.55 47.90 104.60
Emissions relating to activities within our wider value chain:
3
- Category 3 - Fuel related activities(2) 40.63 31.1 N/A
- Category 6 - Business Travel(3) 93.46 114.50 N/A
- Category 7 - Employee Commute 97.33 94.40 N/A
- Category 7 - Working from Home Emissions 5.44 7.50 N/A
Gross Measurable Scope 3 Emissions 236.86 216.40 N/A
Gross Total Emissions 280.41 264.30 121.40
Carbon Offsets Purchased (500.00) (500.00) (121.40)
Net Measureable Scope 1, 2 and 3 Emissions (219.59) (235.70) -
1 - 2022 is our baseline year for measurable scope 1 and scope 2 emissions
2 - Data for fuel related activities has been compiled for the first time in
2025, with comparative data disclosed for 2024.
3 - Business travel for 2025 now includes measurable data for hotel stays
Scope 1 and Scope 2 emissions
Our Scope 1 and 2 reporting total includes data from our Isle of Man, Ireland,
and Japan offices.
Our largest emissions impact in relation to Scope 1 and Scope 2 continues to
be our electricity usage within our Isle of Man and Japan offices. From a head
office perspective, electricity usage and associated emissions, have decreased
marginally, with data analysis evidencing a 10.0% reduction compared to the
prior reporting period. Usage in our Japan based office has evidenced an
increase of 3.6% which is attributed to increased reliance on air conditioning
during periods of extreme heat and humidity; we will continue to monitor this
experience. Electricity within our Ireland-based office remains sourced from
renewable energy and therefore emissions there remain at zero.
We have reduced our Scope 1 fugitive emissions figure by enhancing our data
collection methods, rather than relying on averages. We will enhance this
further next year by collecting this data at each of our office locations.
Mobile combustion figures have marginally increased from 0.16 to 0.17 tCO2e
across the financial year.
Our data centre providers have maintained their contract to ensure they are
purchasing electricity through the 'Guaranteed Green Tariff'. This is a
verified local tariff that ensures renewable energy is fed into the Isle of
Man national grid to cover the number of units consumed by our data centre
usage. We continue to monitor the situation regarding the availability of
renewable energies for our Isle of Man and Japan based offices, noting the
constraints associated with being located on an island and utilising a shared
office space.
In addition to our total emissions in tCO(2)e, we have calculated our average
emissions per fulltime employee for Scope 1 and 2. This differs per location
due to the information noted above in relation to how electricity is sourced
in each office location:
· Isle of Man - 0.26 tCO2e per FTE
· Ireland - 0 tCO2e per FTE
· Japan - 0.55 tCO2 per FTE
When Scope 3 emissions are included within the calculation, this figure
increases to 1.63 tCO2e per full time employee across the group.
Scope 3 emissions
In previous reporting years, business travel has been the main contributor to
our total Scope 3 emissions profile. Whilst business travel remains an
important facet of our business model, as we work to build and develop
relationships in strategically significant jurisdictions, opportunities to
make positive progress in this area have been recognised. We are pleased to
confirm a reduction of 18% in business travel related emissions compared to
the prior reporting period. This has been assisted by changes to our travel
policies to favour economy class flights, which have the lowest emissions per
passenger, compared to business class flights, which carry a higher per
passenger carbon footprint. In addition, zero-emission vehicles are selected
for taxi journeys linked to airport travel. We have also enhanced our
disclosure position this year to include hotel stay data within our business
travel figures to more accurately reflect our emissions impact. We will
continue to seek opportunities to maintain the positive progress we have made
so far.
With the reduction of our emissions linked to business travel, emissions
associated with Employee Commuting and Working from Home (Category 7) are now
the largest contributor to our overall carbon footprint. Data analysis
evidences a marginal 0.85% increase in overall Category 7 emissions,
reflective of a 3.1% increase in emissions specifically linked to employee
commuting. Whilst we have seen an increase in the number of hybrid vehicles in
use, electric vehicle usage has decreased due to local external factors, and
we are continuing to explore ways in which we can encourage active travel to
and from work. Simultaneously, emissions linked to employee working from home
have decreased by 27.5%, primarily attributable to more accurate reporting in
the technology we distribute to employees.
For the first time within our reporting, we are also including Fuel Related
Activities (Category 3) within our Scope 3 data. Fuel related activities are
activities that relate to the extraction, processing and transportation of
fuels for use in vehicles, such as planes and cars. The addition of this data
helps to build a more accurate picture of the Group's overall Scope 3
emissions. Fuel related activities make up 14.5% of our total carbon
emissions. Our 2024 carbon footprint figure has been retrospectively updated
to include fuel related activities and provide a comparative position for our
2025 data evidencing a 30.6% increase from 2024 to 2025. This is likely due to
the increase in air miles travelled, particularly between our Isle of Man and
Japan offices, so although the emissions associated with business travel have
decreased, the fuel related activities have increased.
Whilst we do not currently capture the Weighted Average Carbon Intensity
(WACI) metrics for our Assets Under Administration (AUA) to input under
Category 15 of the GHGP requirements, we do provide our Contract Owners and
their Independent Financial Advisors (IFAs) with two measures of
sustainability using data from Morningstar regarding the underlying external
mutual funds that are notionally linked to our Hansard Unit-linked Fund range,
i.e.: -
· The 'Morningstar ESG Risk Rating' (formerly the Morningstar
Sustainability Rating), which provides a framework for comparing thousands of
mutual funds and exchange-traded funds (ETFs) based on ESG standards, with a
clear five tier rating scale to indicate where a fund stands regarding ESG
comparative to its industry group.
· The Morningstar 'Low Carbon Designation' is assigned to mutual
funds and ETFs that have low carbon-risk scores and low levels of fossil-fuel
exposure. The designation is an indicator that the companies held in a
portfolio of a mutual funds or ETF are in general alignment with the
transition to a low-carbon economy.
Overall, we have determined there to be no current material financial
exposures arising out of our carbon emission levels in terms of specified
regulatory caps or direct taxes. At present, our Executive Directors'
remuneration packages are not tied to performance against ESG metrics. We also
do not produce any internal carbon pricing, as we do not consider it to be
applicable to our current business model.
Offsetting Position
As we continue work to reduce our GHG emissions, the Board and Executive
Committee have renewed the Group's commitment to investment of 500 tCO(2)e in
carbon offset programs. Whilst we recognise that reducing our emissions must
be prioritised over purchasing offsets, there are some emissions which fall
outside our control and for which we do not yet have sufficient infrastructure
to support a zero emissions outcome.
We continue to select projects that have a focus in geographical locations
where our clients and / or offices are based, ensuring that the projects are
of high quality and that the credits are verified. We also focus on projects
which capture and sequester carbon and produce other co-benefits such as
improving lifestyles or have a positive community impact. Once again, we have
purchased 250 tCO2e verified carbon offset credits in the Sabah Rainforest
Rehabilitation project, and another 250 tCO2e in the Guanare Afforestation
Project.
In addition to purchasing credits from verified sources, we also support
projects on the Isle of Man which focus on the sequestration of carbon. The
Crossags Project is one such example, with the expectation that once the trees
on the site are sufficiently well-established, companies will be able to
purchase local, high integrity, verified carbon offsets.
Our ambitions
As in previous years, we have maintained our ambition of reducing our
emissions, as per the parameters outlined below:
· We will aim to reduce Scope 1 and Scope 2 emissions by 50% by
2030, and by 100% by 2050.
· We will aim to reduce Scope 3 emissions, excluding those relating
to our AuA*, by 50% by 2035 and 100% by 2050..
* We have not set an ambition at this stage for emissions relating to AuA.
These investments are chosen by our clients or by their advisors. However, we
will look for opportunities to assist clients and financial advisers in
addressing climate-related data challenges relating to their investments. We
have commenced work to understand the emissions related to our AuA and will
aim to define our next steps, recognising that this will involve establishing
a substantive understanding of the emission measures for our existing
investment portfolio and the Group's capacity to influence more
environmentally considerate investment decision making.
Enhancing our reporting
Whilst the complexities of data collection in respect of Scope 3 emissions
have prevented the Group from establishing a respective baseline our current
focus is to establish a better understanding of the carbon emissions
associated with our investments (Category 15); this work will continue during
the 2026 financial year. We have undertaken some initial work to understand
our financed emissions and the impact the data will have on our overall
emissions profile. Planning is underway to establish how we manage those
investments alongside meeting our stakeholders' needs. As we progress this
work, we will continue to refer to the driving principles and objectives of
new and emerging regulatory developments in this area, such as the FCA's
Sustainability Disclosure Requirements. This approach ensures we are aware of
industry and regulatory progress, even where these may not be directly
applicable to the Group.
Reporting of further Scope 3 categories of data will continue to be explored,
ensuring that we take a proportionate approach to our reporting. Where we
cannot readily obtain data, we will continue with initiatives that reduce or
minimise our impact on the planet. A further area of significant focus is how
our future disclosures as we adapt to address the expanding reporting scope
beyond climate-related disclosures and what data will be required to fulfil
reporting obligations.
The approval of the Group's new Sustainability Strategy in June 2025 puts the
Group in a strong position moving forward to ensure that we are taking
accountability for our actions and maintain regulatory compliance as more
complex sustainability reporting requirements come into effect. Placing
responsibility and oversight of sustainability-related issues and
opportunities on the relevant departments establishes a strong foundation for
the strategy to be embedded, with the hope that decisions will be made for the
benefit and sustainability of the business and with our stakeholders in mind.
Stakeholder engagement and Board decision making
We recognise our obligations to adopt a responsible attitude towards our
stakeholders in operating our business. As well as shareholders, key
stakeholders include employees, contract holders, distribution partners,
service providers and the communities in which we operate. The Board seeks
to understand the views of such stakeholders in making any key decisions in
accordance with the Code. The Board considers that the Group demonstrates a
balanced approach in its decision making and that Hansard's policies and
actions fulfil the Group's obligations.
The Board is accountable to the shareholders for creating and delivering value
through the effective governance of the business. The Group places
considerable importance on developing its relationships with our shareholders
and it aims to achieve this by way of the following regular communication
activities:
· regular dialogue with major institutional shareholders, both
directly and through the Company's advisors.
· market announcements, corporate presentations and other Company
information which are available on our website at www.hansard.com
(http://www.hansard.com) ; and
· the Annual Report and Accounts issued to all registered
shareholders, either in hard copy or electronically for those that have
elected to receive it in that form.
The CEO and Chair typically meet with the investor community, major
shareholders, and analysts at various points throughout the year.
In addition, the Chair of each Committee is available to meet or correspond
with major shareholders to discuss any areas of concern not resolved through
normal channels of investor communication. There were no significant areas of
concern raised during the 2025 financial year. Arrangements can be made to
meet with the Chair through the CFO or Company Secretary.
The Board is equally interested in communications with private shareholders
and the CFO oversees communication with these investors. All information
reported to the regulatory information services is simultaneously published on
the Company's website, affording the widest possible access to Company
announcements.
The Board receives regular feedback on the views of shareholders on the
Company from its executive team after meetings with those shareholders, as
well as from reports from the Company's corporate brokers, the Chair, and the
Senior Independent Director.
By Order of the Board
Hazel Stewart
Company Secretary
24 September 2025
Report OF THE Audit AND RISK Committee
Purpose and terms of reference
This report provides details of the role of the Group Audit and Risk Committee
and the work it has undertaken during the year. The primary function of the
Audit and Risk Committee is to assist the Board in fulfilling its
responsibilities to protect the interests of shareholders with regard to the
integrity of financial reporting, risk management and internal controls and
overseeing the relationship with the external auditor. The role,
responsibilities and work of the Committee can best be understood by reference
to its written terms of reference. These are published on the Company's
website, www.hansard.com (http://www.hansard.com) .
Key responsibilities include:
· monitoring the integrity of the financial statements of the
Group, including its annual and interim reports and other formal announcements
relating to its financial performance.
· reviewing and reporting to the Board on significant financial
reporting issues, accounting policies and judgements.
· reviewing summary financial statements, significant financial
returns to regulators and any other financial information contained in certain
other documents.
· recommending to the Board the appointment, re-appointment and
removal of the external auditor and approving the terms of engagement and
remuneration.
· monitoring the independence of the external auditor and the
provision of non-audit services.
· monitoring the effectiveness and objectivity of the internal and
external auditors.
· reviewing the Group's systems and controls for the prevention of
bribery and procedures for detection of fraud.
· reviewing the effectiveness of internal financial controls and
risk management systems relating to financial reporting; and
· reviewing annually the Group's internal audit requirements and
budget.
Composition and structure
At the date of this report, the members of the Committee are David Peach,
Lynzi Harrison, and Noel Harwerth, who are all Independent Non-executive
Directors. David Peach is the Chair of the Committee. The Board is satisfied
that during the year, and at the date of this report, at least one member of
the Committee has competence in accounting and all members of the Committee
have considerable recent and relevant financial experience and competence
relevant to the sector in which the Company operates.
The Company Secretary acts as the secretary to the Committee. The Chair of the
Committee reports to each subsequent meeting of the Board on the Committee's
work and the Board receives a copy of the minutes of each meeting of the
Committee.
Meetings and frequency
The Committee met on seven occasions during the financial year. The members'
attendance record is set out in the Corporate Governance Report.
During the year, the Chair invited the Group CFO, the other Non-executive
Directors, the Head of Internal Audit and KPMG Audit LLC ("KPMG") (the
external auditor) to attend all meetings of the Committee. Other members of
senior management, including the Group Chief Executive Officer, the Group
Chief Actuary and the Head of Group Risk and Compliance were also invited to
attend as appropriate.
It is the Committee's practice to meet separately, at least once a year, with
both the Internal Audit function and with the engagement partner of the
external auditor, without any members of management being present. In
addition, outside the structure of formal meetings, David Peach has had
separate meetings throughout the year directly with the external auditor and
the Internal Audit function. David also meets and has regular contact with the
Chief Executive Officer, the Chief Financial Officer, the Chief Actuary and
the Chief Risk Officer.
In performing its duties, the Committee has access to the services of the
Internal Audit Function, the Company Secretary and, if required, external
professional advisers.
Subsidiary company audit and risk committees
Each of the Group's life assurance subsidiaries has established an audit and
risk committee that provides an oversight role for its own business. The chair
of each of those committees is an Independent Non-executive Director of the
relevant company. Each committee operated throughout the financial year and
considered specifically the reporting of outsourced services and the valuation
of contract holder liabilities, having regard to the opinion of the Chief
Actuary.
The minutes of the meetings of those committees are available to the Group
Audit and Risk Committee which monitors in particular the adherence of the
subsidiaries to regulatory requirements.
Committee activities during the financial year
1. Review of accounting and reporting
During the financial year the Committee:
· agreed the annual audit plan with the external auditor,
considered the auditor's reports and monitored management actions in response
to the issues raised.
· reviewed the annual and half-yearly report and accounts,
including the external auditor's reports, and associated announcements.
· reviewed the reports and projections of the head of actuarial
function and considered any implications for disclosures.
· monitored the submission of key regulatory returns.
· monitored compliance with the relevant parts of the UK Corporate
Governance Code, the effectiveness of internal controls and reporting
procedures for risk management processes.
· continued to monitor the application of the Group's policy on
whistleblowing, reporting where relevant to the Board; and
· reviewed other Stock Exchange reporting prior to publication of
each announcement.
Whilst reviewing the annual and half-yearly report and accounts, the Committee
focussed on the following areas where significant financial judgements were
required:
· the accounting principles, policies, assumptions, and practices
adopted.
· judgements exercised in the production of the financial results
including the valuation of certain financial investments, deferred origination
costs and deferred income, and the appropriateness of key actuarial
assumptions within financial and regulatory reporting.
· the impact of the ongoing geopolitical position with respect to
valuation and provisioning issues, longer term actuarial assumptions of
contract holder behaviour and going concern disclosures.
· the status of known or potential litigation claims against the
Group including accounting treatment in the financial statements and
judgements made on whether to recognise a provision or contingent liability;
and
· the carrying amount of the investment in subsidiaries in the
Parent Company including an assessment of whether any impairment should be
recognised.
To assist the Committee's review of key judgements around the accounting for
litigation-related contingent liabilities, expert input was received from its
legal advisors.
2. Review of Internal Audit
The Head of Internal Audit reports to the Audit and Risk Committee on the
effectiveness of the Group's systems of risk management and internal control,
the adequacy of those systems to manage business risk and to safeguard the
Group's assets and resources. The Internal Audit Department provides objective
assurance on risks and controls to the Committee.
The plans, the level of resources and the budget of the Internal Audit
Department are reviewed at least annually by the Committee. During the
financial year the Committee monitored and reviewed the effectiveness and
independence of the Internal Audit Department, including consideration of the
plan of assurance and consulting activities (including changes thereof) and
results from completed audits and concluded that the Department was fit for
purpose.
3. Review of External Audit
KPMG Audit LLC (KPMG) was appointed as external auditor in 2020 following a
tender process held in 2019.
KPMG was re-appointed as auditor for the year ended 30 June 2025 following
shareholder approval at the 2024 AGM.
As KPMG have now been incumbent auditor for 5 years, the Committee will, in
accordance with its Terms of Reference, consider whether a competitive tender
is required during the coming financial year.
The Group has in place a policy to ensure the independence and objectivity of
the external auditor. During the year, the Committee performed its annual
review of the independence, effectiveness, and objectivity of KPMG, assessing
the audit firm, the audit partner, and the audit teams. This is performed
through written documentation provided by KPMG which is discussed and
challenged where appropriate by the Committee.
The Committee was satisfied with its compliance with the Code and other
relevant legislation for the year ended 30 June 2025.
Based on the Committee's review and with input from Group management and
Internal Audit, the Committee concluded that the audit service of KPMG was fit
for purpose and provided a robust overall examination of the Group's business
and its associated financial reporting.
The Committee monitored compliance with the Group policy for the provision of
non-audit services by the external auditor. This policy aims to ensure that
external auditor objectivity and independence is safeguarded and sets out the
categories of non-audit services which the external auditor is allowed to
provide to the Group in line with the FRC's Ethical Standard. Financial limits
for non-audit related advice and consultancy work by the external audit firm
apply to each company in the Group with a limit of £25,000 per company per
year. Non-audit assignments exceeding the agreed limits, either individually
or cumulatively, must have the prior approval of the Group Audit and Risk
Committee. During the year, the Committee approved audit related assurance
services relating to Solvency II and the Isle of Man's risk-based solvency
regime.
Details of the amount paid to the external auditors during the year for audit
and non-audit related services are set out in note 8 to the consolidated
financial statements.
4. Review of internal controls
The Committee has reported to the Board regarding the review of the Group's
risk management and internal control systems, and the results of this
reporting are consistent with that set out in the "Review of Risk Management
and Internal Control Systems" set out on page 29 of this report.
The Committee considered events during the year and to the date of signing of
the Annual Report and Accounts, including internal reporting structures
together with reporting from Internal Audit, external audit and the Chief
Actuary.
The Committee is cognisant of the changes implemented in the UK Corporate
Governance Code 2024 that relate to internal controls, and plans are underway
to ensure full compliance.
5. Review of Committee performance
As part of the external Board performance review this year, the performance of
the Audit and Risk Committee was reviewed. There were no areas of significant
concern, and it was concluded that the Committee had effectively fulfilled its
role.
David Peach
Chair of the Audit and Risk Committee
24 September 2025
REPORT OF THE Nominations Committee
This report provides details of the role of the Nominations Committee and the
work it has undertaken during the year.
Purpose and terms of reference
The role, responsibilities and work of the Committee can best be understood by
reference to its written terms of reference. These are published on the
Company's website. A summary is set out below:
· to regularly review the structure, size and composition required
of the Board (including a review of the scope to further promote diversity of
skills, social and ethnic background, nationality, experience, cognitive and
personal strengths, knowledge, outlook, approach, and gender) and the
membership of the Committees and make recommendations to the Board with regard
to any changes.
· to consider succession planning processes for Directors and
executive management positions and the opportunities available to the Company
to further promote diversity and inclusion; and
· to be responsible for identifying and nominating for the approval
of the Board, candidates to fill Board vacancies as and when they arise.
The Committee keeps under review the balance of skills on the Board and the
knowledge, experience, length of service and performance of the Directors. It
also reviews their external interests with a view to identifying any actual,
perceived, or potential conflicts of interests, including the time available
to commit to their duties to the Company. Prior to accepting any additional
external appointments Directors are required to seek the Board's approval.
The Committee regularly reviews the structure, size and composition of the
Board and Board Committees. This review considers the knowledge, skills and
experience of the Directors, and the diversity on the Board and each of its
Committees to ensure they are effective in meeting current and future
challenges. The skills and experience of the Board are mapped against desired
skills using objective criteria to create a skills matrix.
The Group ensures that each of its companies is compliant with relevant
applicable legislation relating to health and safety, employment legislation
including sex, race, and other discrimination rules, in striving to be an
equal opportunity employer. The Group's recruitment process seeks to find
candidates most suited for the job.
The Group respects the dignity of individuals and their beliefs and does not
tolerate any sexual, racial, physical or any other form of harassment of
employees nor tolerate any discrimination in the workplace.
Membership
At the date of this report, the members of the Committee were the Independent
Non-executive Directors David Peach, Noel Harwerth and Lynzi Harrison, and the
Non-executive Group Chair, Philip Kay. Philip Kay is Chair of the Committee.
The Company Secretary acts as the secretary to the Committee. The Chair of the
Committee reports to each subsequent meeting of the Board on the Committee's
work and the Board receives a copy of the minutes of each meeting of the
Committee.
Activities of the Committee during the year
The Committee met on four occasions during the year. The members' attendance
record is set out in the Corporate Governance Report.
During the year and to the date of this report the Committee considered the
following:
· considered and accepted the resignation of Graham Sheward as
Chief Executive Officer and the appointment of Thomas Morfett as successor.
· considered and accepted the resignation of Thomas Morfett as
Chief Financial Officer and the appointment of Ollie Byrne as successor.
· appointed Sapphire Partners, who have no connection to the
Company or individual Directors, to support the search for additional
Independent Non-executive Directors.
· conducted the recruitment process for two Independent
Non-executive Directors and considered and appointed Noel Harwerth and Lynzi
Harrison to the Board.
· considered and accepted the resignation of Jose Ribeiro as
Independent Non-executive Director and the appointment of Noel Harwerth as the
Chair of the Remuneration Committee and Senior Independent Director.
· considered and accepted the resignation of Noel Harwerth as the
Chair of the Remuneration Committee and Senior Independent Director (with
effect from 24 July 2025) and as Independent Non-executive Director (with
effect from the forthcoming AGM) and the appointment of Lynzi Harrison as the
Chair of the Remuneration Committee and Senior Independent Director (with
effect from 24 July 2025).
· reviewed the structure, size, and composition of the Board.
· reviewed the skills, experience, and knowledge of each Board
member and of the Board as a whole.
· reviewed the time commitment required from the Chair and
Non-executive Directors to fulfil their roles.
· instructed Boston Limited to conduct a Board Performance Review
by way of a survey sent to all Directors.
Directors' appointments and induction
The Board has a formal procedure in respect of the appointment of new
Directors, with the Nominations Committee leading the process and making
recommendations to the Board. The Company has in place an induction programme
for new Directors to provide them with a full, formal, and tailored induction
on joining the Board, which ensures that they attain sufficient knowledge of
the Company to discharge their duties and responsibilities effectively.
Diversity
The Committee and Board acknowledges the importance of diversity, including
gender diversity, for the Company. The Board acknowledges the FCA Policy
Statement on Diversity and Inclusion on company boards and executive
management, which sets out targets as follows:
· At least 40% of the board are women.
· At least one of the following senior board positions is held by a
woman - Chair, Chief Executive Officer (CEO), Senior Independent Director
(SID) or Chief Financial Officer (CFO); and
· At least one board member is from a minority ethnic background,
defined by reference to the categories recommended by the Office for National
Statistics, excluding those listed as coming from a White ethnic background.
For the purposes of making the disclosures set out below, data was collected
through self-reported submissions from the Board and Executive Committee.
Number of board members Percentage of the board Number of senior positions in the board (CEO, CFO, SID and Chair) Number in Executive Committee Percentage of Executive Committee
Men 5 71% 4 5 63%
Women 2 29% 0 3 37%
Not specified/prefer not to say
Number of board members Percentage of the board Number of senior positions in the board (CEO, CFO, SID and Chair) Number in Executive management Percentage of Executive management
White British 6 86% 3 8 100%
White other (including minority white groups) 1
Mixed/
Multiple Ethnic Groups
Asian/Asian British
Black/African/Caribbean/ Black British
Other ethnic group, including Arab 1 14%
Not specified/ prefer not to say
The Company is committed to increasing diversity at board level. Supported by
an independent executive search firm we have appointed two experienced female
Independent Non-executive Directors to the Board. Noel Harwerth OBE was
appointed to the Board on 23 September 2024, and Lynzi Harrison was appointed
on 11 December 2024 and is our current Senior Independent Non-executive
Director and Chair of the Remuneration Committee.
To enhance our progress, we are taking the following steps:
· Embedding diversity into board succession planning by ensuring
shortlists for board appointments are gender balanced.
· Planning to partner with executive search firms that demonstrate
a strong track record in promoting diverse candidate pipelines.
· Reviewing and updating our board diversity policy to reflect best
practices and to ensure alignment with FCA expectations and investor
priorities.
Review of Committee Performance
The Chair had regular meetings during the year with the Group Chief Executive
Officer, Group Chief Financial Officer, and the Non-executive Directors. In
addition, after each Board meeting, the Chair held informal sessions with the
full Board (without management being present) and with only the Independent
Non-executive Directors and the Non-executive Director in attendance (without
executive Directors being present). A review of the performance of the Chair
was performed by the Non-executive Directors led by the Senior Independent
Director.
Philip Kay
Chair of the Nominations Committee
24 September 2025
REPORT OF THE Remuneration Committee
This report provides details of the role of the Committee and the work it has
undertaken during the year.
Purpose and terms of reference
The key responsibilities of the Committee are to:
· determine and make recommendations to the Board on the overall
remuneration policy and the remuneration packages of the executive Directors,
the Company Secretary, and such other members of the Executive Committee as it
considers appropriate.
· ensure that remuneration is designed to support strategy and
promote the long-term sustainable success of the Group.
· review the executive Directors' service contracts.
· review the design and operation of share incentive schemes; and
· oversee any changes in employee benefit structures throughout the
Group.
As such the remuneration policy is designed to:
· recognise the need to be competitive in an international
market, though taking account of the local knowledge and packages in the UK
and the Isle of Man.
· support key business strategies and create a strong,
performance-orientated environment.
· attract, motivate, and retain talent; and
· be aligned to proper risk management consistent with risk
tolerance set out by the Board as part of its strategy.
The role, responsibilities and work of the Committee can best be understood by
reference to its terms of reference. These are published on the Company's
website.
Membership
As at the date of this report, members of the Committee are the Independent
Non-executive Directors David Peach, and Noel Harwerth and the Non-executive
Group Chair, Philip Kay. The Committee was chaired by Jose Ribeiro until 31
December 2024 when he left the Board. Noel Harwerth was appointed as Chair
effective 1 January 2025 and was succeeded by Lynzi Harrison on 24 July 2025.
The Company Secretary acts as the secretary to the Committee. The Chair of the
Committee reports to each subsequent meeting of the Board on the Committee's
work and the Board receives a copy of the minutes of each meeting of the
Committee.
Activities of the Committee during the year
During the year there were five meetings of the Committee. The members'
attendance record is set out in the Corporate Governance Report.
At the request of the Committee Chair, the CEO also attends meetings and makes
recommendations to the Committee regarding changes to particular remuneration
packages (excluding himself) or to policies generally. Such recommendations
are discussed by the Committee and adopted or amended as it sees fit. The Head
of People and Culture provides all necessary support to the Remuneration
Committee in executing their duties.
At the request of the Committee, the Head of People and Culture engaged with
Polymetrix Ltd to provide benchmarking data on remuneration. Polymetrix has no
connection with the Company.
During the year the Committee also received advice from FIT Remuneration
Consultants LLP ("FIT"). FIT was appointed to advise the Committee in 2022.
FIT has no other connection with the Company (or its Directors) and the
Committee is satisfied that the advice received from FIT in the 2025 financial
year was independent and objective.
During the year and to the date of this report, the Committee addressed issues
concerning remuneration and incentive schemes implemented by the Group, in
particular:
· agreed awards to be made under bonus schemes for the year ended
30 June 2024.
· agreed executive Director bonuses for the year ended 30 June
2024.
· agreed the weighting of the corporate performance objectives for
the bonus schemes for the year ended 30 June 2025 and assessed achievement of
these.
· agreed awards to be made under bonus schemes for the year ended
30 June 2025.
· agreed executive Director bonuses for the year ended 30 June
2025.
· reviewed Directors' fees for the Company and subsidiary
appointments for the year ending 30 June 2025.
· reviewed incentive provision.
· reviewed employee benefits.
· reviewed and approved the remuneration policy.
· agreed that share awards granted to date (393,300) under the terms of
the deferred bonus scheme for Graham Sheward would vest on 31(st) December
2024. These were awards of shares in respect of annual bonuses for 2022 and
2023.
· agreed the terms for Thomas Morfett's appointment to CEO with
effect from 2 August 2024.
· agreed the terms for Ollie Byrne's appointment to CFO with effect
from 1 October 2024.
· agreed the terms for Noel Harwerth as Independent Non-executive
director and Chair of Remuneration Committee and Senior Independent Director.
· agreed the terms for Lynzi Harrison as Independent Non-executive
director and Chair of Remuneration Committee and Senior Independent Director.
· agreed the weighting of the corporate performance objectives for the
bonus schemes for the year ended 30 June 2026.
· agreed the continuation of enhanced annual bonus provision for 2026
for Executive Directors (CEO and CFO).
Summary of remuneration policy
As an Isle of Man registered company, the Company is not required to present a
remuneration policy in the format required by the UK Companies Act. However,
the following information is provided to summarise the remuneration policy.
Policy on salary of Executive Directors
It is the policy of the Committee to pay base salaries to the Executive
Directors at broadly market rates (taking account of the Isle of Man location
where relevant) compared with those of executives of companies of a similar
size and international scope, whilst also taking into account the executives'
personal performance and the performance of the Group. In addition, reliance
is placed on the People and Culture function to provide appropriate
benchmarking data.
The CEO salary was reviewed during 2025. After due care and consideration, the
Committee determined that the salary was appropriate for the size and scope of
the role on the basis of the decision made on appointment to reflect a lower
fixed base salary with a higher variable element and therefore was not
increased following the review.
Name Salary as at 30 June 2025 Salary as at 30 June 2024 Increase
Thomas Morfett* (CEO) £250,000 £150,000 N/A
(in his role as CFO)
Ollie Byrne** (CFO) £190,000 N/A N/A
* With effect from 2(nd) August 2024, Thomas Morfett was appointed CEO with a
base salary of £250,000 per annum.
** With effect from 1(st) October 2024, Ollie Byrne was appointed CFO with a
base salary of £190,000 per annum.
Cash-settled bonus scheme
The Committee approved the continuation of a bonus scheme for all employees.
The terms of the scheme that became effective from 1 July 2018 incorporate
targets for both company and individual performance. Bonuses earned will be
paid in the October following the end of the financial year.
Deferred Bonus Scheme
Our executive Directors participate in a bespoke version of the firm-wide
bonus scheme that is overseen by the Committee. Maximum potential earnings
under the bonus scheme for the participants is 100% of salary.
50% of any bonus awarded is paid in cash and 50% is paid in shares deferred
for 3 years, as governed by the shareholder-approved deferred bonus scheme.
The deferred bonus scheme was approved at the AGM on 8 November 2016 and is
the only long-term element of incentive pay operated by the Company.
All annual bonus payments are made at the discretion of the Committee, and the
Committee has discretion to override the formulaic outcomes of any performance
conditions that apply to the annual bonus scheme should that be considered
appropriate in any case. Malus and clawback provisions may be operated as
appropriate in respect of cash amounts payable under the annual bonus scheme
or in respect of awards of deferred shares made under the deferred bonus
scheme. There was no operation of either malus or clawback in the 2025
financial year.
Continuation of enhanced annual bonus provision for 2026
Our 2023 and 2024 Directors' Remuneration Reports have explained the
enhancement of annual bonus potential for our CEO and CFO by a further 40% of
base salary. This enhanced potential will be available only if demanding
performance metrics (which may include financial, shareholder value and
strategic non-financial measures) are achieved to the Committee's
satisfaction. Any amounts payable under the enhanced potential are payable in
cash.
It is the Committee's intention that this enhanced potential for the CEO's and
CFO's annual bonus should apply again in FY 2026 while the Company does not
have a separate share-based LTIP plan.
Employee Benefit Trust
An Employee Benefit Trust ("EBT") was established in February 2018 in order to
provide certain discretionary share-based awards as part of an overall
compensation and retention package. During the year 223,214 shares were
purchased and transferred into the EBT. As at 30 June 2025 the EBT held
1,086,914 shares (2024: 1,257,000).
Policy on fees for Non-executive Directors
It is our policy to set the fees for each Non-executive Director so that they
reflect the time commitment in preparing for and attending meetings, the
responsibility and duties of the position and the contribution that is
expected from them. Our policy is to pay a market rate which is set annually
by the Board.
President and controlling shareholder
Dr Leonard Polonsky was appointed President of the Group under a letter of
appointment effective from 22 September 2014. This letter incorporated the
requirements of the Listing Rules in relation to Dr Polonsky as controlling
shareholder of the Group during his lifetime. This letter is no longer
operative following the death of Dr Polonsky.
There were no significant transactions between the Group and Dr Polonsky
during the year under review, per page 44 of the Directors' Report.
Summary of Directors' employment terms and conditions
In accordance with the Articles of Association all Directors are subject to
annual re-election. All Directors subject to election/re-election on 13
November 2024 were elected/re-elected at the AGM held at that date. None of
the Directors is engaged on a fixed term contract.
The key terms and benefits of the contractual arrangements between each
Director and the Company are as follows:
Thomas Morfett - Group Chief Executive Officer
The Service Agreement in place sets out the contractual employment
arrangements, the key terms being Company contribution into personal pension
arrangements; private healthcare for himself and his spouse; permanent health
insurance; life assurance; full-pay sick leave for a maximum of eight weeks of
absence, whether or not consecutive, in any 12-month period due to illness or
injury and 30 days annual leave in addition to public holidays. Other than
the right to receive a payment in lieu of notice upon termination, his service
agreement dated 19 January 2023 does not provide for any benefits upon
termination of employment. The notice period (by either party) is six months.
Thomas was appointed to the Board on 17 April 2023. Thomas is a member of the
deferred bonus scheme, which is based on corporate and individual performance,
as set out on page 89.
Ollie Byrne - Group Chief Financial Officer
The Service Agreement in place sets out the contractual employment
arrangements, the key terms being Company contribution into personal pension
arrangements; private healthcare for himself and his spouse; permanent health
insurance; life assurance; full-pay sick leave for a maximum of eight weeks of
absence, whether or not consecutive, in any 12-month period due to illness or
injury and 30 days annual leave in addition to public holidays. Other than
the right to receive a payment in lieu of notice upon termination, his service
agreement dated 1 October 2024 does not provide for any benefits upon
termination of employment. The notice period (by either party) is twelve
months.
Ollie was appointed to the Board on 1 October 2024. Ollie is a member of the
deferred bonus scheme, which is based on corporate and individual performance,
as set out on page 89.
Non-executive Directors.
The appointment of each Non-executive Director has been confirmed by an
individual letter of appointment which includes a one month notice provision.
The Non-executive Directors do not have service contracts or any
benefits-in-kind arrangements and do not receive any performance-related
remuneration.
Stakeholder engagement
During the past year we have received feedback on remuneration from certain
key shareholders through Non-executive Board member engagement. There is
also an avenue for communication and feedback through our corporate broker
relationships.
During the year, we conducted an employee engagement survey to better
understand the key drivers of engagement across our organisation. The insights
gathered were further explored in team discussions where open and honest
dialogue was actively encouraged.
During these sessions, we explored our approach to reward and discussed ideas
to enhance the overall employee experience. A diverse group of colleagues also
had the chance to meet directly with one of our Independent Non-executive
Directors to share feedback firsthand.
The key themes from these conversations were shared with both the Executive
Committee and the Board, helping to shape our cultural priorities and guide
our future action plans.
Directors' Remuneration for Financial Year 2024/5
The following information, including the table below, includes audited
information.
Name Salary Cash element of Deferred Share element of Deferred
and fees Pension Bonus Bonus(3) Other (4) Aggregate Aggregate
2025 2025 2025 2025 2025 2025 2024
£ £ £ £ £ £ £
Executive Directors
Graham Sheward(11) 270,833 12,500 - - 1,289 284,622 276,729
Thomas Morfett(7) (CEO) 241,603 24,160 84,500 84,500 1,010 435,773 237,627
Ollie Byrne(8) 126,975 37,462 38,000 38,000 1,179 241,616 -
(CFO)
Non-executive Directors
Marc Polonsky 50,000 - - - - 50,000 50,000
Noel Harwerth(5) 45,154 - - - - 45,154 -
Jose Ribeiro(2) 31,500 - - - - 31,500 55,000
Philip Kay(9) 120,000 - - - - 120,000 105,000
David Peach(10) 80,000 - - - - 80,000 80,000
Christine Theodorovics (1) - - - - - - 27,115
Lynzi Harrison(6 ) 29,167 - - - - 29,167 -
Total 995,232 74,122 122,500 122,500 3,478 1,317,832 831,471
1 Christine Theodorovics - resigned 29 February 2024
2 Jose Ribeiro - resigned 31 December 2024
3 This element of the deferred bonus is awarded in shares and deferred for a
period of 3 years prior to vesting.
4 "Other" includes healthcare benefits.
5 Noel Harwerth - appointed 23 September 2024
6 Lynzi Harrison - appointed 11 December 2024
7 Thomas Morfett - appointed as CEO with effect from 2 August 2024
8 Ollie Byrne - appointed as CFO with effect from 1 October 2024. Ollie
Byrne's remuneration represents the remuneration received for the 9-month
period from 1 October 2024 to 30 June 2025. Ollie Byrne sacrifices part of
his salary for further pension contributions (the value of pension
contributions is shown within the pensions column above)).
9 The amount for Philip Kay includes additional fees in relation to his
position as Chair of the Board and Chair of Hansard Europe dac.
10 The amount for David Peach includes additional fees in relation to his
position as Chair of the Audit and Risk Committee and Directorship (and Chair
of the Audit Committee) of Hansard Europe dac. He is also a Director of
Hansard Administration Services Limited.
11 Graham Sheward - resigned 2 August 2024. The amount shown as salary for
Graham Sheward represents salary for July 2024 and then salary for his 12
months' notice period (with the final payment for the balance of that 12
months' notice period made in December 2024).
Annual Bonus for Executive Directors for Financial Year 2024/25
The Committee conducted as assessment of the CEO's performance against his
objectives for 2024/25 related to the achievement of the Company's principal
strategic objectives with a focus on strategic projects, leadership, expenses
and IFRS profit.
Following this assessment, the Committee determined a formulaic outcome of
67.6% of the maximum award (equivalent to 100% of base salary) and agreed that
this result was justified based on performance. As a result, the Committee
approved a total bonus of 67.6% of base salary, split equally: 50% awarded in
cash (£84.5k) and 50% in shares (£84.5k), with the share portion deferred
for three years under the deferred bonus scheme.
The Committee conducted as assessment of the CFO's performance against his
objectives for 2024/25 related to the achievement of the Company's principal
strategic objectives with a focus on strategic projects, leadership, expenses
and IFRS profit.
Following this assessment, the Committee determined a formulaic outcome of 80%
of the maximum award (50% of salary) and agreed that this result was justified
based on performance. As a result, the Committee agreed to apply a figure of
40% of base salary, split equally: 50% awarded in cash (£38k) and 50% in
shares (£38k), with the share portion deferred for three years under the
deferred bonus scheme.
Executive management deferred bonus scheme awards
In addition to the Executive Directors, the remaining members of the Executive
Committee also participate in the deferred bonus scheme. This scheme
resulted in the award of 296,729 shares which are deferred for a period of 3
years.
Directors' interests in share capital
The following information, presented in the table below, includes audited
information.
There are currently no requirements for any Director to have a shareholding in
the Company. The Company also does not have a policy for post-employment
shareholding requirements.
The Polonsky Foundation (a UK Registered Charity of which Marc Polonsky is a
trustee) has a beneficial interest in 9,898,645 shares in the Company's share
capital, or 7.2% (2024: 7.2%).
The table set out below shows the beneficial interests of other Directors and
their spouses in the Company's share capital, at 30 June 2025 and at 30 June
2024.
Total Total
Number of shares Direct Indirect 2025 Direct Indirect 2024
Executive Directors
Graham Sheward(1) - - - 19,766 - 19,766
Thomas Morfett 74,899 - 74,899 74,899 - 74,899
Ollie Byrne(2) 105,800 - 105,800 - - -
Non-executive Directors
Philip Kay - - - - - -
Jose Ribeiro - - - - - -
Marc Polonsky(3) 7,800,000 - 7,800,000 7,800,000 - 7,800,000
David Peach - - - - - -
Noel Harwerth - - - - - -
Lynzi Harrison - - - - - -
( )
(1) Graham Sheward- resigned 2 August 2024.
(2) Ollie Byrne - appointed with effect from 1 October 2024.
(3) Direct holdings include shares held by spouse.
There have been no other significant changes in these holdings between the
balance sheet date and the date of this report.
The Committee will continue to consider whether it may be appropriate to
introduce guidelines for executive Directors' shareholdings in the future and
will do so in connection with the introduction of any new long-term incentive
plan operating over the Company's shares. This will include consideration of
a policy for post-employment shareholding requirements.
Directors' salaries and fees for the financial year ending 30 June 2026
The following table sets out the salary and fee levels approved by the
Remuneration Committee for the year ending 30 June 2026 for each Director, as
agreed by the Board. There have been no changes in relation to non-salary
benefits applicable to any Director.
Name Salary and Fees 2026
£
Executive Directors
Thomas Morfett (CEO) 250,000
Ollie Byrne (CFO) 190,000
Non-executive Directors
Marc Polonsky 50,000
Philip Kay(1) 120,000
David Peach(2) 80,000
Lynzi Harrison(3) 63,000
Total 753,000
1 The amount for Philip Kay includes additional fees in relation to his
position as Chair of the Board and Chair of Hansard Europe dac.
2 The amount for David Peach includes additional fees in relation to his
position as Chair of the Audit and Risk Committee and Directorship (and Chair
of the Audit Committee) of Hansard Europe dac. He is also a Director of
Hansard Administration Services Limited.
3 The amount for Lynzi Harrison includes additional fees in relation to
her position as Chair of the Remuneration Committee and Her actual fees for
2026 will be pro-rated to reflect the period from 24 July 2025, the date at
which she assumed both roles.
Compliance with Code
As mentioned above, the Company has not fully complied with provision 36 of
the Code in the following respect:
· The Company does not currently have a policy for post-employment
shareholding requirements.
Lynzi Harrison
Chair of the Remuneration Committee
24 September 2025
Requirements of Rule 9.8.4R of the Listing Rules
The following table provides references to where the information required by
Listing Rule 9.8.4R is disclosed.
Listing Rule requirement Location in annual report
A statement of the amount of interest capitalised during the period under Not applicable
review and details of any related tax relief.
Information required in relation to the publication of unaudited financial Not applicable
information.
Details of any long-term incentive schemes. Report of the Remuneration Committee, pages 87 to 93
Details of any arrangements under which a Director has waived emoluments, or Report of the Remuneration Committee, pages 87 to 93
agreed to waive any future emoluments, from the company.
Details of any non-pre-emptive issues of equity for cash. No such share allotments
Details of any non-pre-emptive issues of equity for cash by any unlisted major Not applicable
subsidiary undertaking.
Details of any contract of significance in which a Director is or was Not applicable
materially interested.
Details of any contract of significance between the company (or one of its Directors' Report, pages 41 to 465
subsidiaries) and a controlling shareholder.
Details of waiver of dividends by a shareholder. Not applicable
Board statement in respect of relationship agreement with the controlling Report of the Remuneration Committee, pages 87 to 93
shareholder.
Details of any contract for the provision of services to the Company or any of Not applicable
its subsidiary undertakings by a controlling shareholder, subsisting during
the period under review.
Our opinion is unmodified
We have audited the financial statements of Hansard Global plc ("the
Company") and its subsidiaries (together, the 'Group') which comprise the
consolidated balance sheet and parent company balance sheet as at 30 June
2025, the consolidated statements of comprehensive income, changes in equity
and cash flows and parent company statements of changes in equity and cash
flows for the year then ended, and related notes, comprising material
accounting policies and other explanatory information.
In our opinion,
· give a true and fair view of the state of the Group's and of
the Company's affairs as at 30 June 2025 and of the Group's profit for the
year then ended;
· the Group financial statements have been properly prepared in
accordance with UK- Adopted International Accounting Standards;
· the Company financial statements have been properly prepared in
accordance with UK Accounting Standards including FRS 102 The Financial
Reporting Standard applicable in the UK and Republic of Ireland; and
· the financial statements have been properly prepared in accordance
with the requirements of the Companies Acts 1931 to 2004.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) ("ISAs (UK)") and applicable law. Our responsibilities are described
below. We have fulfilled our ethical responsibilities under, and are
independent of the Company and Group in accordance with, UK ethical
requirements including the FRC Ethical Standard as required by the Crown
Dependencies' Audit Rules and Guidance. We believe that the audit evidence we
have obtained is a sufficient and appropriate basis for our opinion.
Key audit matters: our assessment of the risks of material misstatement
Key audit matters are those matters that, in our professional judgement, were
of most significance in the audit of the financial statements and include the
most significant assessed risks of material misstatement (whether or not due
to fraud) identified by us, 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 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. In arriving at our audit opinion above, the key audit matters, in
decreasing order of significance for the financial statements were as follows:
The risk Our response
Revenue recognition Calculation error and subjective estimate Our audit procedures included:
£48.2m (2024: £48.8m) The Group charges fees to investment contract holders for contract Control design and operation
administration services, investment management services, payment of benefits
Risk vs 2024: decreased and other services related to the administration of investment contracts. · Testing general IT controls around the investments system.
Determination of revenue earned can be complex where the fee calculation
Refer to the Audit Committee Report on page 80, note 5 accounting policy and includes judgement in the determination of the life of the contract and · Assessing the design and implementation of the fee income and
note 18 disclosures. actuarial funding factors to apply in amortisation of deferred income. investments valuations processes and internal controls.
There is a risk that the assumptions and judgements made in the determination · Testing operating effectiveness of internal controls over valuations
of revenue may not be appropriate due to fraud or error. of investments throughout the year which feed into the calculation of fee
income.
Additionally, as certain fee income is determined based on the valuation of
investments during the year, there is a risk that revenue may not be · Testing operating effectiveness of automated controls and performing
calculated accurately. a test transaction for revenue streams which are automated.
Use of KPMG specialists
· Utilising KPMG's own actuarial specialists to assess the
methodology used where there is subjectivity in the selection, and
benchmarking the amortisation period and actuarial funding factors used in
unwinding deferred income using our own expectations based on our knowledge of
the entity and experience of the industry in which it operates.
· Utilising KPMG's own data and analytics specialists to independently
recalculate certain fee income streams.
Testing accuracy of data
· For a haphazardly chosen selection, agreeing the premium
information to contracts signed by policyholders and bank statements.
· Agreeing a haphazardly chosen selection of fee rates to contracts
signed by policyholders.
· Agreeing a haphazardly chosen selection of investments values being
used in the fee income calculation to the investments system.
· Assessing the accuracy of the funding factors by agreeing a
haphazardly chosen selection of contract maturities to the policy documents
and comparing the expected funding factors to the funding factor used in the
amortisation of deferred income.
Test of details
· For a statistically determined sample, recalculating annual
management charges using investment values and agreed charge rates.
Assessing transparency
· Assessing the adequacy of the Group's disclosures in respect of
revenue recognition in the financial statements for compliance with UK-Adopted
International Accounting Standards.
The risk Our response
Litigation and claims liabilities and contingent liabilities disclosure Dispute outcomes and omitted exposures Our audit procedures included:
Provision: £0.7m (2024: £0.5m) The Group is subject to a number of legal claims from policyholders in Control design and implementation
relation to the performance of assets linked to investment contracts and other
Contingent liabilities: £20.4m (2024: £20.2m) asset related issues. Management evaluates each legal claim, taking into Testing the design and implementation of internal controls over the
consideration the assessment and advice of external legal counsel. As at 30 litigations process.
Risk vs 2024: same June 2025, the Group had been served with cumulative writs with a net exposure
totalling £20.4m (2024: £20.2m) and the judgement made by management as to Enquiry of lawyers
Refer to the Audit Committee Report on page 80, note 20 provision and note whether the Group is more likely than not to be successful in contesting these
26.1 accounting policy and disclosure. claims is highly subjective. It is the Group's position that all such legal · On all significant legal cases, assessment of correspondence with
claims will be contested. This is on the basis that the Group does not provide the Group's respective external counsel and obtaining formal independent
investment advice and that any investment advice received by the policyholder confirmations from the counsel.
would have been provided by a professional intermediary appointed by the
policyholder. Testing completeness and accuracy of data
The amounts involved are potentially significant, and the application of · Obtaining litigation schedules and legal logs for re-calculating
accounting standards to determine the amount, if any, to be provided as a and agreeing on a sample basis the potential exposure to underlying policy
liability, is inherently subjective. data.
There is a risk that the litigation provisions and disclosure for potential · Agreeing litigation schedules and legal logs to independently
financial losses to the group may not be complete. obtained confirmations from external legal counsel.
There is also a risk that judgements made by management in assessing whether Historical comparison
to recognise a provision or disclose a contingent liability may not be
appropriate. · Comparing management's previous provision to actual settlements
made during the period under audit.
The effect of these matters is that, as part of our risk assessment, we
determined that the litigation liability and disclosed contingent liability · Comparing management's previous contingent liability estimate to
has a high degree of estimation uncertainty, with a potential range of actual results of cases concluded during the period under audit.
reasonable outcomes greater than our materiality for the Group financial
statements as a whole. Test of details
· Critically assessing the appropriateness of the director's
judgements in determining whether to recognise a provision or disclose a
contingent liability, by agreeing probability of payout on the litigations to
external lawyers' confirmations and assessing the timing and recognition of
provisions.
Assessing transparency
· Assessing whether the Group's accounting policy and disclosure
detailing significant legal proceedings adequately disclose the potential
liabilities of the Group in accordance with UK- Adopted International
Accounting Standards.
The risk Our response
Valuation of structured notes held at fair value (level 3) Subjective valuation Our audit procedures included:
£68.9m (2024: £58.7m) The Group holds and manages investments on behalf of policyholders. A number Control design and implementation
of the structured notes are noted as being illiquid in nature, predominantly
Risk vs 2024: same due to an active market not being available for these investments. These · Assessing design and implementation of the investment valuation
assets are measured at fair value. processes and controls.
Refer to the Audit Committee Report on page 80, note 3.6 accounting policy and
note 17.3 disclosures Auditor judgement is required in determining the appropriate valuation · Testing operating effectiveness of key valuation and unit holding
methodology where external pricing sources are either not readily available or controls in the investments process.
are unreliable. The fair value of structured notes is determined by using
third party pricing terminals; therefore there is judgement involved to Use of KPMG Specialists
conclude whether the price obtained is reflective of fair value.
· Engaging KPMG's own valuation specialists to independently price
There is a significant risk that the investments may not be valued and assess the fair value levelling on a sample of structured notes using
appropriately due to estimation uncertainty inherent in unobservable pricing observable or unobservable input parameters. Structured notes are valued using
inputs or where a significant degree of judgement is required. a discounted cash flow technique. The discount rates used are determined with
reference to observable market transactions and instruments with substantially
There is also a risk that the fair value levelling disclosures in the the same terms and characteristics including credit quality, the remaining
financial statements might not be appropriate as required by IFRS 13. term to repayments of the principal and the currency in which the payments are
made adjusted for underlying volatility.
Due to the linked nature of the contracts administered by the Group's
insurance undertakings, any change in the value of structured notes will Assessing disclosures
result in an equal and opposite change in the value of contract liabilities.
Any change in the structured notes value will also have an impact on fee · Assessing the adequacy of the Group's disclosures in respect of
income which is calculated as a percentage of investment values. the valuation of investments for which there is no quoted price in an active
market for compliance with UK-Adopted International Accounting Standards.
The risk Our response
Parent Company's investment in subsidiaries Low risk, high value Our audit procedures included:
£71.8m (2024: £72.5m) The carrying amount of the investment in subsidiaries represents 88.2% (2024: Tests of detail
73.4%) of the Company's total assets. The carrying amount of the investment in
Risk vs 2024: same subsidiaries is measured at cost less impairment and is considered to have a · Comparing the carrying amount of each subsidiary to its audited
low risk of material misstatement. However, due to its materiality in the balance sheet to identify whether their net assets, being an approximation of
Refer to page 82 of the Audit Committee Report, note 2.6 accounting policy and context of the Company's financial statements, this is considered to be the their minimum recoverable amount were in excess of their carrying amount, as
note 4 disclosures area that had the greatest effect on our overall Company audit. well as assessing whether those subsidiaries have historically been
profit-making.
· Utilising our actuaries to assess the value in force contracts
calculation, being the net forecast future cashflows in the Company and assess
whether this is greater than the carrying amount of investment in
subsidiaries.
· Assessing whether there are any indicators of impairment in relation
to 100% of the carrying amount of investment in subsidiaries.
· Where impairment indicators are identified, assessing the
appropriateness of the judgments and key assumptions regarding the recoverable
amount.
Assessing Disclosures
· Assessing the adequacy of the disclosure for compliance with FRS
102.
Our application of materiality and an overview of the scope of our audit
Materiality for the Group financial statements as a whole was set at £220K
(2024: £297K), determined with reference to a benchmark of group profit
before tax. Materiality for the Company financial statements as a whole was
set at £154K (2024: £178K), determined with reference to the allocated Group
materiality as above, of which it represents 70% (2024: 60%).
In line with our audit methodology, our procedures on individual account
balances and disclosures were performed to a lower threshold, performance
materiality, so as to reduce to an acceptable level the risk that individually
immaterial misstatements in individual account balances add up to a material
amount across the financial statements as a whole. Performance materiality was
set at 75% (2024: 75%) of materiality for the financial statements as a whole,
which equates to £165k (2024: £222K) for the Group and £115.5K (2024:
£134K) for the Company.
In addition, we have set a higher materiality at £10,100K (2024: £10,200K)
solely for the purpose of identifying and evaluating the effect of
misstatements that lead to a reclassification between line items within the
policyholder assets and liabilities and associated income statement line items
in the Group financial statements, to the extent that any such balances offset
and have no net impact on the shareholder's equity and reserves. This has been
determined in reference to 0.75% (2024: 0.75%) of total assets.
We reported to the Audit Committee any corrected or uncorrected identified
misstatements exceeding £11K (2024: £14.8K) for the Group and £7.7K (2024:
£8.9K) for the Company, in addition to other identified misstatements that
warranted reporting on qualitative grounds. For certain financial statement
captions, as referred to above, any corrected or uncorrected identified policy
holder reclassification misstatements exceeding £505K (2024: £510K) have
been reported to the Audit Committee.
Our audit of the Group was undertaken to the materiality level specified
above, which has informed our identification of significant risks of material
misstatement and the associated audit procedures performed in those areas as
detailed above.
We performed risk assessment procedures to determine which of the Group's
components are likely to include risks of material misstatement to the Group
financial statements and which procedures to perform at these components to
address those risks.
In total, we identified 11 components, having considered the structure of the
Group. We performed audit procedures on 7 components, in relation to
components that accounted for 100% of Group profit before tax and 100% of
Group total assets.
Going concern
The directors have prepared the financial statements on the going concern
basis as they do not intend to liquidate the Group or the Company or to cease
their operations, and as they have concluded that the Group and the Company's
financial position means that this is realistic. They have also concluded that
there are no material uncertainties that could have cast significant doubt
over their ability to continue as a going concern for at least a year from the
date of approval of the financial statements (the "going concern period").
In our evaluation of the directors' conclusions, we considered the inherent
risks to the Group and the Company's business model and analysed how those
risks might affect the Group and the Company's financial resources or ability
to continue operations over the going concern period. The risks that we
considered most likely to affect the Group and the Company's financial
resources or ability to continue operations over this period were:
· Availability of capital to meet operating costs and other
financial commitments;
· Availability of capital to meet regulatory and solvency requirements;
We considered whether these risks could plausibly affect the liquidity in the
going concern period by comparing severe, but plausible downside scenarios
that could arise from these risks individually and collectively against the
level of available financial resources indicated by the Group's and Company's
financial forecasts.
We considered whether the going concern disclosure in note 1.4 to the Group
financial statements gives a full and accurate description of the directors'
assessment of going concern.
Our conclusions based on this work:
· we consider that the directors' use of the going concern basis of
accounting in the preparation of the financial statements is appropriate;
· we have not identified, and concur with the directors' assessment
that there is not, a material uncertainty related to events or conditions
that, individually or collectively, may cast significant doubt on the the
Group and the Company's ability to continue as a going concern for the going
concern period; and
· we have nothing material to add or draw attention to in relation to
the directors' statement in the notes to the financial statements on the use
of the going concern basis of accounting with no material uncertainties that
may cast significant doubt over the Group and the Company's use of that basis
for the going concern period, and that statement is materially consistent with
the financial statements and our audit knowledge.
However, as we cannot predict all future events or conditions and as
subsequent events may result in outcomes that are inconsistent with judgements
that were reasonable at the time they were made, the above conclusions are not
a guarantee that the Group and the Company will continue in operation.
Fraud and breaches of laws and regulations - ability to detect
Identifying and responding to risks of material misstatement due to fraud
To identify risks of material misstatement due to fraud ("fraud risks") we
assessed events or conditions that could indicate an incentive or pressure to
commit fraud or provide an opportunity to commit fraud. Our risk assessment
procedures included:
· enquiring of management as to the Group's policies and procedures
to prevent and detect fraud as well as enquiring whether management have
knowledge of any actual, suspected or alleged fraud;
· reading minutes of meetings of those charged with governance; and
· using analytical procedures to identify any unusual or unexpected
relationships.
As required by auditing standards, and taking into account possible incentives
or pressures to misstate performance and our overall knowledge of the control
environment, we perform procedures to address the risk of management override
of controls and the risk of fraudulent revenue recognition, and the risk that
management may be in a position to make inappropriate accounting entries. We
did not identify any additional fraud risks.
We performed procedures including:
· identifying journal entries and other adjustments to test based
on risk criteria and comparing any identified entries to supporting
documentation;
· incorporating an element of unpredictability in our audit procedures
and;
· those set out in the revenue recognition key audit matter.
Identifying and responding to risks of material misstatement due to non-compliance with laws and regulations
We identified areas of laws and regulations that could reasonably be expected
to have a material effect on the financial statements from our sector
experience and through discussion with management (as required by auditing
standards), and from inspection of the Group's regulatory and legal
correspondence, if any, and discussed with management the policies and
procedures regarding compliance with laws and regulations. As the Group is
regulated, our assessment of risks involved gaining an understanding of the
control environment including the entity's procedures for complying with
regulatory requirements.
The Group and Company are subject to laws and regulations that directly affect
the financial statements including financial reporting legislation and
taxation legislation and we assessed the extent of compliance with these laws
and regulations as part of our procedures on the related financial statement
items.
The Group and Company are subject to other laws and regulations where the
consequences of non-compliance could have a material effect on amounts or
disclosures in the financial statements, for instance through the imposition
of fines or litigation or impacts on the Group and the Company's ability to
operate. We identified financial services regulation as being the area most
likely to have such an effect, recognising the regulated nature of the Group's
activities and its legal form. Auditing standards limit the required audit
procedures to identify non-compliance with these laws and regulations to
enquiry of management and inspection of regulatory and legal correspondence,
if any. Therefore if a breach of operational regulations is not disclosed to
us or evident from relevant correspondence, an audit will not detect that
breach.
Context of the ability of the audit to detect fraud or breaches of law or regulation
Owing to the inherent limitations of an audit, there is an unavoidable risk
that we may not have detected some material misstatements in the financial
statements, even though we have properly planned and performed our audit in
accordance with auditing standards. For example, the further removed
non-compliance with laws and regulations is from the events and transactions
reflected in the financial statements, the less likely the inherently limited
procedures required by auditing standards would identify it.
In addition, as with any audit, there remains a higher risk of non-detection
of fraud, as this may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal controls. Our audit procedures
are designed to detect material misstatement. We are not responsible for
preventing non-compliance or fraud and cannot be expected to detect
non-compliance with all laws and regulations.
Other information
The directors are responsible for the other information. The other
information comprises the information included in the annual report but does
not include the financial statements and our auditor's report thereon. Our
opinion on the financial statements does not cover the other information and
we do not express an audit opinion or any form of assurance conclusion
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, 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 in this regard.
Disclosures of emerging and principal risks and longer term viability
We are required to perform procedures to identify whether there is a material
inconsistency between the directors' disclosures in respect of emerging and
principal risks and the viability statement, and the Group financial
statements and our audit knowledge. We have nothing material to add or draw
attention to in relation to:
· the directors' confirmation within the longer-term viability
statement (page 46) that they have carried out a robust assessment of the
emerging and principal risks facing the Group, including those that would
threaten its business model, future performance, solvency or liquidity;
· the emerging and principal risks disclosures describing these risks
and explaining how they are being managed or mitigated;
· the directors' explanation in the longer-term viability statement
(page 46) as to how they have assessed the prospects of the Group, over what
period they have done so and why they consider that period to be appropriate,
and their statement as to whether 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 their assessment, including any related
disclosures drawing attention to any necessary qualifications or assumptions.
We are also required to review the longer-term viability statement, set out on
page 46 under the Listing Rules. Based on the above procedures, we have
concluded that the above disclosures are materially consistent with the Group
financial statements and our audit knowledge.
Corporate governance disclosures
We are required to perform procedures to identify whether there is a material
inconsistency between the directors' corporate governance disclosures and the
Group financial statements and our audit knowledge.
Based on those procedures, we have concluded that each of the following is
materially consistent with the Group financial statements and our audit
knowledge:
· the directors' statement that they consider that the annual
report and Group financial statements taken as a whole is fair, balanced and
understandable, and provides the information necessary for shareholders to
assess the Group's position and performance, business model and strategy;
· the section of the annual report describing the work of the Audit
Committee, including the significant issues that the Audit Committee
considered in relation to the financial statements, and how these issues were
addressed; and
· the section of the annual report that describes the review of the
effectiveness of the Group's risk management and internal control systems.
We are required to review the part of Corporate Governance Statement relating
to the Company's compliance with the provisions of the UK Corporate Governance
Code specified by the Listing Rules for our review. We have nothing to report
in this respect.
We have nothing to report on other matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the
Companies Acts 1931 to 2004 require us to report to you if, in our opinion:
· proper books of account have not been kept by the Company and
proper returns adequate for our audit have not been received from branches not
visited by us; or
· the Company financial statements are not in agreement with the books
of account and returns; or
· certain disclosures of directors' remuneration specified by law are
not made; or
· we have not received all the information and explanations we require
for our audit.
Respective responsibilities
Directors' responsibilities
As explained more fully in their statement set out on page 47, the directors
are responsible for: the preparation of the financial statements including
being satisfied that they give a true and fair view; 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; assessing the Group and 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 they either intend to
liquidate the Group or the Company or to cease operations, or have no
realistic alternative but to do so.
Auditor's responsibilities
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 our opinion in an auditor's report. Reasonable
assurance is a high level of assurance, but does not guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of the financial statements.
A fuller description of our responsibilities is provided on the FRC's website
at www.frc.org.uk/auditorsresponsibilities
(http://www.frc.org.uk/auditorsresponsibilities) .
The purpose of this report and restrictions on its use by persons other than the Company's members as a body
This report is made solely to the Company's members, as a body, in accordance
with section 15 of the Companies Act 1982. Our audit work has been
undertaken so that we might state to the Company's members those matters we
are required to state to them in an auditor's report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company's members, as
a body, for our audit work, for this report, or for the opinions we have
formed.
Nicholas Quayle
Responsible Individual
For and on behalf of KPMG Audit LLC
Chartered Accountants and Recognised Auditors
Heritage Court
41 Athol Street
Douglas
Isle of Man IM1 1LA
24 September 2025
Financial results under
UK Adopted International Accounting Standards
For the year ended
30 June 2025
Consolidated Statement of Comprehensive Income
for the year ended 30 June 2025
Year ended Year ended
30 June 30 June
2025 2024
Notes £m £m
Fees and commissions 5 48.2 48.8
Investment income 6 32.4 119.5
Other operating income - 0.8
80.6 169.1
Change in provisions for investment contract liabilities 17 (27.1) (114.4)
Origination costs 7 (15.0) (16.1)
Administrative and other expenses 8 (36.7) (33.3)
(78.8) (163.8)
Profit before taxation 1.8 5.3
Taxation 10 - (0.1)
Profit and total comprehensive income for the year
after taxation 1.8 5.2
Earnings per share
2025 2024
Note (p) (p)
Basic 11 1.3 3.8
Diluted 11 1.3 3.8
The notes on pages 109 to 141 form an integral part of these financial
statements.
Consolidated Statement of Changes in Equity
for the year ended 30 June 2025
Share Other Retained
capital reserves earnings Total
£m £m £m £m
At 1 July 2023 68.8 (48.5) 1.5 21.8
Profit and total comprehensive income for the - - 5.2 5.2
year after taxation
Share based payment reserve - (0.1) - (0.1)
Transactions with owners
Dividends paid - - (6.1) (6.1)
At 30 June 2024 68.8 (48.6) 0.6 20.8
Share Other Retained
capital reserves earnings Total
£m £m £m £m
At 1 July 2024 68.8 (48.6) 0.6 20.8
Profit and total comprehensive income for the - - 1.8 1.8
year after taxation
Share based payment reserve - - - -
Transactions with owners
Dividends paid - - (6.1) (6.1)
At 30 June 2025 68.8 (48.6) (3.7) 16.5
The notes on pages 109 to 141 form an integral part of these financial
statements.
Consolidated Balance Sheet
As at 30 June 2025
30 June 2025 30 June 2024
Notes £m £m
Assets
Intangible assets 13 22.1 23.2
Property, plant and equipment 13 2.8 2.6
Deferred origination costs 14 106.3 112.1
Financial investments
Measured at fair value:
Equity securities 3 76.8 78.9
Investments in collective investment schemes 3 907.7 937.5
Fixed income securities, bonds and structured notes 3 84.4 70.6
1,068.9 1,087.0
Measured at amortised cost:
Deposits and money market funds 3 87.2 88.2
Other receivables 15 11.1 6.3
Cash and cash equivalents 16 51.5 47.9
Total assets 1,349.9 1,367.3
Liabilities
Financial liabilities under investment contracts 17 1,129.8 1,150.9
Deferred income 18 137.5 140.2
Amounts due to investment contract holders 17 48.4 39.3
Other payables 19 17.0 15.6
Provisions 20 0.7 0.5
Total liabilities 1,333.4 1,346.5
Net assets 16.5 20.8
Shareholders' equity
Called up share capital 22 68.8 68.8
Other reserves 23 (48.6) (48.6)
Retained earnings (3.7) 0.6
Total shareholders' equity 16.5 20.8
The notes on pages 109 to 141 form an integral part of these financial
statements.
The financial statements on pages 105 to 108 were approved by the Board on 24
September 2025 and signed on its behalf by:
Thomas
Morfett
Ollie Byrne
Director
Director
Consolidated Cash Flow Statement
for the year ended 30 June 2025
2025 2024
£m £m
Cash flow from operating activities
Profit before tax for the year 1.8 5.3
Adjustments for:
Depreciation and amortisation 1.9 1.0
Dividends (6.1) (5.4)
receivable
Dividends received 6.1 5.4
Interest receivable (4.9) (4.7)
Interest received 4.7 4.2
Foreign exchange (losses) / gains (0.9) -
Changes in operating assets and liabilities
Increase in other receivables (4.1) (0.9)
Decrease in deferred origination costs 5.8 5.8
Decrease in deferred income (2.8) (4.5)
Increase in creditors 10.8 4.9
Decrease / (Increase) in financial investments 22.8 (54.2)
(Decrease) / Increase in financial liabilities (21.1) 49.4
Cash flow from operations 14.0 6.3
Corporation tax paid (0.1) (0.1)
Cash flow from operations after taxation 13.9 6.2
Cash flows from investing activities
Investment in intangible assets (0.5) (3.7)
Investment in property, plant and equipment (0.5) (0.2)
Purchase of investments (3.8) -
Purchase of own shares (0.1) (0.2)
Cash flows used in investing activities (4.9) (4.1)
Cash flows from financing activities
Dividends paid (6.1) (6.1)
Principal elements of leased liabilities (0.2) (0.2)
Cash flows used in financing activities (6.3) (6.3)
Net increase / (decrease) in cash and cash equivalents 2.7 (4.2)
Cash and cash equivalents at beginning of year 47.9 52.2
Effect of exchange rate movements 0.9 (0.1)
Cash and cash equivalents at year end 51.5 47.9
Notes to the consolidated financial statements
1 General Information
Hansard Global plc ("the Company") is a limited liability company,
incorporated in the Isle of Man under the Isle of Man Companies 1931 to 2004,
whose shares are publicly traded. The principal activity of the Company is to
act as the holding company of the Hansard group of companies. The activities
of the principal operating wholly owned subsidiaries include the transaction
of life assurance business and related activities. Hansard Europe was closed
to new business with effect from 30 June 2013. The principal subsidiaries of
the Company are as follows:
Company
name
Incorporated Activity
Hansard International
Limited Isle of
Man Life Assurance
Hansard Worldwide
Limited The
Bahamas Life Assurance
Hansard Europe Designated Activity Company
Ireland Life Assurance
Hansard Administration Services Limited Isle of
Man Administration Services
Hansard Development Services Limited Isle of
Man Marketing and
Development Services
The registered office of the Company is 55 Athol Street, Douglas, Isle of Man,
IM99 1QL.
The Company has its primary listing on the London Stock Exchange.
1.1 Principal accounting policies
The principal accounting policies adopted in the preparation of these
consolidated financial statements are set out below or, in the case of
accounting policies that relate to separately disclosed values in the primary
statements, within the relevant note to these consolidated financial
statements. These policies have been consistently applied, unless otherwise
stated.
1.2 Basis of presentation
The consolidated financial statements have been prepared in accordance with UK
Adopted International Accounting Standards ("IFRSs"), the Isle of Man
Insurance Act 2008, and with the Isle of Man Companies Acts 1931 to 2004. The
financial statements have been prepared under the historical cost convention
as modified by the revaluation of financial investments and financial
liabilities at fair value through profit or loss. The Group has applied all
International Financial Reporting Standards adopted by the United Kingdom and
effective at 30 June 2025.
The Group underwrites an immaterial amount of insurance business. Management
has undertaken an assessment of the impact of accounting for this business as
investment business rather than insurance business and concluded that this
would not have a material impact on the financial statements. Management will
keep this assessment under review, and should the outcome change in future the
Group accounting treatment will be reassessed. As a result, IFRS17 has not
been applied to these financial statements.
The preparation of financial statements in conformity with IFRS requires
management to make judgements, estimates and assumptions that affect the
application of policies and reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenue and
expenses during the reporting year. The estimates and associated assumptions
are based on historical experience and various other factors that are believed
to be reasonable under the circumstances. Actual results may differ from these
estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the year in which the
estimate is revised if the revision affects only that year or in the year of
the revision and future years if the revision affects both current and future
years.
The areas involving a higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the consolidated financial
statements, are disclosed in note 2.
Except where otherwise stated, the financial statements are presented in
pounds sterling, the functional currency of the Company, rounded to the
nearest one hundred thousand pounds.
The following new standards, amendments and interpretations are in issue but
not yet effective. They have not been adopted early by the Group and the
impact on the financial statements is being assessed:
· Amendments to the classification and measurement of financial
instruments (amendments to IFRS 7 and IFRS 9) - effective for annual reporting
periods beginning on or after 1 January 2026
· Presentation and disclosure in financial statements (IFRS18) -
effective for annual reporting periods beginning on or after 1 January 2027
There are no other standards, amendments or interpretations to existing
standards that are not yet effective, that would have a material impact on the
Group's reported results except for IFRS 18, where the Directors are assessing
the impact.
1.3 Basis of consolidation
The Group's financial statements consolidate those of the parent company and
all its subsidiaries as at 30 June 2025.
All transactions between Group companies are eliminated on consolidation
between Group companies. Amounts reported in the financial statements of
subsidiaries have been adjusted where necessary to ensure consistency with the
accounting policies adopted by the Group.
1.4 Going concern
On a Risk Based Solvency Capital basis, the Group's capital position is strong
and well in excess of regulatory requirements. The long-term nature of the
Group's business results in considerable recurring cash inflows arising from
existing business. The Directors believe that the Group is well placed to
manage its business risks successfully.
The Directors are satisfied that the Company and the Group have adequate
resources to continue to operate as a going concern for the foreseeable future
and have prepared the consolidated financial statements on that basis.
In making this statement, the Directors have reviewed financial forecasts that
include plausible downside scenarios as a result of the ongoing geopolitical
position and global economic conditions. These show the Group continuing to
generate profit over the next 12 months and that the Group has sufficient cash
reserves to enable it to meet its obligations as they fall due.
The Directors have confidence in the acquisition of new business with Global
Select having delivered strong sales in its first full year and with Ascend
and Future Focus having been launched during the year to support regular and
flexible premium growth. In Japan, final preparations were competed for the
launch of two products tailored to the domestic market with Guardian preparing
to commence sales, and strengthened distributor relationships in Latin America
reflect the commitment to scalable market diversification. The impact of this
on the Group's profit and cash flows is not immediate which allows for longer
term adjustments to operations and the cost base. Long periods of lower new
business, or indeed lower AuA, would be addressed by reducing the cost base
and, where necessary, the dividend paid.
The following factors are considered as supportive to the Group's resilience
to external market and economic challenges:
· The Group's business model focuses on long term savings products,
both single premium, and regular premium paying products which continue to
receive cash inflows regardless of the amount of new business sold.
· The Group earns approximately a third of its revenues from
asset-based income which is not immediately dependent on sourcing new
business. Initial fees in respect of new business are broadly offset by
initial commissions, limiting the impact of any reduction in new business.
· New business channels are geographically dispersed and therefore
less exposed to specific regional challenges.
· The largest expense associated with new business is commission
expenditure which reduces directly in line with reduced sales.
· The Group has, and continues to the date of this report to have,
a strong capital position with significant levels of liquidity and cash.
· The business has demonstrated operational resilience in being
able to operate remotely from its offices without any material impact to
processing and servicing levels. Its control environment continued to
operate effectively during this time.
· The Group places the majority of its shareholder assets into
conservative, highly-liquid, highly rated bank deposits and money market
funds. These are typically not subject to price fluctuation and protect the
Group's assets against potential market volatility; and
· The Group has no borrowings.
2 Critical accounting estimates and judgements in applying
accounting policies
Estimates, assumptions, and judgements are used in the application of
accounting policies in these financial statements. Critical accounting
estimates are those which involve the most complex or subjective judgements or
assessments. Estimates, assumptions, and judgements are evaluated continually
and are based on historical experience and other factors, including
expectations of future events that are believed to be reasonable under the
circumstances. Actual outcomes may differ from assumptions and estimates made
by management.
2.1 Accounting estimates and assumptions
The principal areas in which the Group applies accounting estimates are the
amortisation of deferred origination costs and deferred income, the
recoverability of deferred origination costs, the useful life of intangible
assets, and the fair value of investments.
2.1.1 Amortisation of deferred origination costs and deferred income
Deferred origination costs and deferred income are amortised on a
straight-line basis over the estimated life of the underlying investment
contract. Estimates are determined based on an analysis of recent experience.
The estimate life is between 8 and 15 years depending on the product type.
Certain contracts written between 2007 and 2015 are amortised on actual life.
2.1.2 Recoverability of deferred origination costs
Formal reviews to assess the recoverability of deferred origination costs on
investment contracts are carried out at each balance sheet date to determine
whether there is any indication of impairment based on the estimated future
income levels.
If, based upon a review of the remaining contracts, there is any indication of
irrecoverability or impairment, the contract's recoverable amount is
re-estimated. Impairment losses are reversed through the consolidated
statement of comprehensive income if there is a change in the estimates used
to determine the recoverable amount. Such losses are reversed only to the
extent that the contract's carrying amount does not exceed the carrying amount
that would have been determined, net of amortisation where applicable, if no
impairment loss had been recognised.
2.1.3 Fair value of financial investments
Where the Directors determine that there is no active market for a particular
financial instrument, fair value is assessed using valuation techniques based
on available relevant information and an appraisal of all associated risks as
detailed in note 3.
2
2.1.3
2.1.4 Intangible assets
The carrying amount, residual value and useful economic life of the Group's
computer software is reviewed annually to determine whether there is any
indication of impairment, or a change in residual value or expected useful
life. If there is any indication of impairment, the asset's carrying value is
revised.
2.2 Judgements
The primary areas in which the Group has applied judgement in applying
accounting policies are as follows:
· to determine whether a provision or contingent liability is
required in respect of any pending or threatened litigation, which is
addressed in note 20 and note 26.
· to determine the type of expenses that are treated as
origination costs to be deferred. Any other expenses are expensed as
incurred.
· to determine the fair value of financial assets and liabilities, which is
addressed in note 3.6.
·
3 Financial risk management
Risk management objectives and risk policies
The Group's objective in the management of financial risk is to minimise,
where practicable, its exposure to such risk, except when necessary to support
other objectives. The Group seeks to manage risk through the operation of
unit-linked business whereby the contract holder bears the financial risk. In
addition, shareholder assets are invested in highly rated investments.
Overall responsibility for the management of the Group's exposure to risk is
vested in the Board. To support it in this role, the Group ERM Framework is in
place comprising risk identification, risk assessment, control and reporting
processes. Additionally, the Board and the Boards of subsidiary companies have
established a number of Committees with defined terms of reference. These are
the Audit and Risk, Executive and Investment Committees. Additional
information concerning the operation of the Board Committees is contained in
the Corporate Governance section of this Annual Report.
The main significant financial risks to which the Group is exposed are set out
below. For each category of risk, the Group determines its risk appetite and
sets its investment, treasury and associated policies accordingly.
3.1 Market risk
This is the risk that the fair value of future cash flows of a financial
instrument will fluctuate because of changes in market prices, analysed
between price, interest rate and currency risk. The Group adopts a risk averse
approach to market risk, with a stated policy of not actively pursuing or
accepting market risk except where necessary to support other objectives.
However, the Group accepts the risk that the fall in equity or other asset
values, whether as a result of price falls or strengthening of sterling
against the currencies in which contract holder assets are denominated, will
reduce the level of annual management charge income derived from such contract
holder assets and the risk of lower future profits.
Sensitivity analysis to market risk
The Group's business is unit-linked, and the direct associated market risk is
therefore borne by contract holders (although there is a secondary impact as
shareholder income is dependent upon the fair value of contract holder
assets). Other financial assets and liabilities held outside of contract
holder unitised funds primarily consist of units in money market funds, cash
and cash equivalents, and other assets and liabilities. Cash held in unitised
money market funds and at bank is valued at par. The impact of a 1% change in
interest rates is set out at 3.1(b) below. Other assets and liabilities are
similarly unaffected by market movements.
As a result of these combined factors, the Group's financial assets and
liabilities held outside unitised funds are not materially subject to market
risk, and movements at the reporting date in interest rates and equity values
have an immaterial impact on the Group's profit after tax and equity. Future
revenues from annual management charges may be affected by movements in
interest rates, foreign currencies and equity values. The Group does not
control the asset selection strategy as assets are chosen by the contract
holders.
(a) Price risk
Unit linked funds are exposed to securities price risk as the investments held
are subject to prices in the future which are uncertain. The fair value of
financial assets (designated at fair value through profit or loss) exposed to
price risk at 30 June 2025 was £1,075.2m (2024: £1,087.0m). In the event
that investment income is affected by price risk then there will be an equal
and opposite impact on the value of the changes in provisions for investment
contract liabilities in the same accounting period.
An overall change in the market value of the unit-linked funds would affect
the annual management charges accruing to the Group since these charges, which
are typically 1% per annum, are based on the market value of contract holder
assets under administration. The approximate impact on the Group's profits and
equity of a 10% change in fund values, either as a result of price, interest
rate or currency fluctuations, is £1.6m (2024: £1.6m).
(b) Interest rate risk
Interest rate risk is the risk that the Group is exposed to lower returns or
loss as a direct or indirect result of fluctuations in the value of, or income
from, specific assets arising from changes in underlying interest rates.
The Group is primarily exposed to interest rate risk on the balances that it
holds with credit institutions and in money market funds.
Taking into account the proportion of Group funds held on longer-term,
fixed-rate deposits, a change of 1% per annum in interest rates will result in
an increase or decrease of approximately £0.6m (2024: £0.6m) in the Group's
annual investment income and equity.
A summary of the Group's liquid assets at the balance sheet date is set out in
note 3.2.
(c) Currency risk
Currency risk is the risk that the Group is exposed to higher or lower returns
as a direct or indirect result of fluctuations in the value of, or income
from, specific assets and liabilities arising from changes in underlying
exchange rates.
(c) (i) Group foreign currency exposures
The Group is exposed to currency risk on the foreign currency denominated bank
balances, contract fees receivable and other liquid assets that it holds to
the extent that they do not match liabilities in those currencies. The Group
receives 74% (2024: 76%) of premiums in US Dollars and settles the majority of
expenses in Sterling. The impact of currency risk is minimised by regular
conversion of excess foreign currency funds to sterling. The Group does not
currently hedge foreign currency cash flows. The Group is not exposed to
currency risk in relation to policyholder liabilities and investments held to
cover those liabilities, and thus they are excluded from the analysis below.
At the balance sheet date, the Group had exposures in the following
currencies:
2025 2025 2025 2024 2024 2024
US$m €m ¥m US$m €m ¥m
Gross assets 21.7 17.1 534.0 20.1 10.6 303.6
Matching currency liabilities (29.8) (17.5) (690.3) (24.7) (12.7) (593.8)
Uncovered currency exposures (8.1) (0.4) (156.3) (4.6) (2.1) (290.2)
Sterling equivalent (£m) (5.9) (0.3) (0.8) (3.6) (1.8) (1.4)
The approximate effect on profit before tax of a 5% change: in the value of US
dollars to sterling is £0.3m (2024: £0.2m); in the value of the euro to
sterling is less than £0.1m (2024: less than £0.1m); and in the value of the
yen to sterling is less than £0.1m (2024: less than £0.1m).
(c) (ii) Financial investments by currency
Certain fees and commissions are earned in currencies other than sterling,
based on the value of financial investments held in those currencies from time
to time.
At the balance sheet date, the analysis of financial investments by currency
denomination is as follows, US dollars: 74% (2024: 75%); euro: 7% (2024: 5%);
sterling: 18% (2024: 19%); other: 1% (2024: 1%).
3.2 Credit risk
Credit risk is the risk that the Group is exposed to lower returns or loss if
another party fails to perform its financial obligations to the Group. The
Group has adopted a risk averse approach to such risk and has a stated policy
of not actively pursuing or accepting credit risk except when necessary to
support other objectives.
The clearing and custody operations for the Group's security transactions are
mainly concentrated with one broker, namely Capital International Limited, a
member of the London Stock Exchange. At 30 June 2025 and 2024, substantially
all contract holder cash and cash equivalents, balances due from investment
brokers and financial investments are placed in custody with Capital
International Limited. These operations are detailed in a formal contract that
incorporates notice periods and a full exit management plan. Delivery of
services under the contract is monitored by a dedicated relationship manager
against a documented Service Level Agreement and Key Performance Indicators.
The Group has an exposure to credit risk in relation to its deposits with
credit institutions, its investments in unitised money market funds and its
investment in a bond portfolio. To manage these risks, deposits and the bond
portfolio are placed in accordance with established policy, with credit
institutions having a short-term rating of at least F1 or P1 from Fitch IBCA
and Moody's respectively and a long-term rating of at least A or A3.
Investments in unitised money market funds are made only where such fund is
AAA rated. Additionally, maximum counterparty exposure limits are set both at
an individual subsidiary company level and on a Group-wide basis.
These assets are considered to have a high degree of credit worthiness, and no
assets of a lower credit worthiness are held. The following table sets out
information about the credit quality of the Group's deposits with credit
institutions and its investments in unitised money market funds.
2025 2024
£m £m
Deposits and cash with credit institutions and investments in unitised money
market funds
(Based on Moody's and Fitch ratings)
AAA 20.8 29.3
AA- to AA+ - 1.6
A- to A+ 21.9 16.1
Total deposits 42.7 47.0
AA- to AA+ 0.3 -
A- to A+ 23.2 18.0
Total cash at bank 23.5 18.0
Group cash and deposits 66.2 65.0
Credit risk for financial assets held at amortised cost is recognised using an
expected credit loss model. The model splits financial assets into those which
are performing, underperforming and non-performing based on changes in credit
quality since initial recognition. At initial recognition financial assets are
considered to be performing. They become underperforming where there has been
a significant increase in credit risk since initial recognition, and
non-performing when there is objective evidence of impairment. Twelve months
of expected credit losses are recognised in the statement of comprehensive
income and netted against the financial asset in the statement of financial
position for all performing financial assets, with lifetime expected credit
losses recognised for underperforming and non-performing financial assets.
Trade receivables are designated as having no significant financing
component. The Group applies the IFRS 9 simplified approach to measuring
expected credit losses for trade receivables by using a lifetime expected loss
allowance.
Expected credit losses are based on the historic levels of loss experienced
for the relevant financial assets, primarily overdrawn cash accounts held by
policyholders, with consideration given to forward looking information. The
following table sets out the movement in expected credit losses.
2025 2024
£m £m
At 1 July 2.5 1.9
Credit loss charges in the year 0.6 0.6
At 30 June 3.1 2.5
At the balance sheet date, an analysis of the Group's cash and deposit
balances was as follows:
2025 2024
£m £m
Longer term deposits with credit institutions 14.7 17.1
Cash and cash equivalents under IFRS 51.5 47.9
66.2 65.0
3.3 Liquidity risk
Liquidity risk is the risk that the Group, though solvent, does not have
sufficient financial resources to enable it to meet its obligations as they
fall due, or can only secure them at excessive cost.
The Group's objective is to ensure that it has sufficient liquidity over
short-term (up to one year) and medium-term time horizons to meet the needs of
the business. This includes liquidity to cover, amongst other things, new
business costs, planned strategic activities, servicing of equity capital as
well as working capital to fund day-to-day cash flow requirements.
Liquidity risk is principally managed in the following ways:
· Assets of a suitable marketability are held to meet contract
holder liabilities as they fall due.
· Forecasts are prepared regularly to predict required liquidity
levels over both the short-term and medium-term.
The Group's exposure to liquidity risk is considered to be low since it
maintains a high level of liquid assets to meet its liabilities.
3.3.1 Undiscounted contractual maturity analysis
Set out below is a summary of the undiscounted contractual maturity profile of
the Group's assets.
2025 2024
£m £m
Maturity within 1 year
Shareholder deposits and money market funds 66.2 65.0
Other shareholder assets 6.3 6.4
72.5 71.4
Maturity from 1 to 5 years
Other shareholder assets 3.0 2.1
Shareholder assets with maturity values within 5 years 75.5 73.5
Other shareholder assets (no defined maturity profile or maturity greater than 144.6 142.7
5 years)
Total shareholder assets 220.1 216.2
Policyholder assets
Gross assets held to cover financial liabilities under investment contracts 1,129.8 1,150.9
Total assets 1,349.9 1,367.1
There is no significant difference between the value of the Group's assets on
an undiscounted basis and the balance sheet values.
Assets held to cover financial liabilities under investment contracts are
deemed to have no fixed maturity since the corresponding unit-linked
liabilities are repayable and transferable on demand. In certain circumstances
the contractual maturities of a portion of the assets may be longer than one
year, but the majority of assets held within the unit-linked funds are highly
liquid. The Group actively monitors fund liquidity.
Set out below is a summary of the undiscounted contractual maturity profile of
the Group's liabilities.
2025 2024
£m £m
Maturity within 1 year
Amounts due to investment contract holders 48.4 39.4
Other payables 14.6 13.0
Provisions 0.7 0.5
63.7 52.9
Maturity from 1 to 5 years
Other payables 1.0 2.5
Maturity greater than 5 years
Other payables 1.4 1.5
Liabilities with maturity values 66.1 56.9
Other liabilities (no defined maturity profile) 137.5 138.6
Shareholder liabilities 203.6 195.5
Maturity within 1 year
Financial liabilities under investment contracts 46.3 37.0
Maturity from 1 to 5 years
Financial liabilities under investment contracts 197.1 310.6
Maturity greater than 5 years
Financial liabilities under investment contracts 886.4 803.3
Financial liabilities under investment contracts 1,129.8 1,150.9
Total liabilities 1,333.4 1,346.4
There is no significant difference between the value of the Group's
liabilities on an undiscounted basis and the balance sheet values. £1.5m of
other payables with a maturity greater than five years were incorrectly
disclosed in 2024 with a maturity of one to five years.
Financial liabilities under investment contracts with a contractual maturity
are deemed to repayable and transferable on demand and have not been
discounted in the balance sheet.
3.4 Insurance risk
Insurance risk is the risk of loss arising from actual experience being
different than that assumed when an insurance product was designed and priced.
For the Group, the key insurance risks are lapse risk, expense risk and
mortality risk. However, the size of insurance risk is not deemed to be
materially significant. From an accounting perspective all contracts have been
classified as investment contracts.
3.4.1 Lapse risk
A key risk for investment contracts is policyholder behaviour risk in
particular the risk that contracts are surrendered, or significant cash
withdrawals are made before sufficient fees have been collected to cover
up-front commissions paid by the Group. The risk is mitigated by charging
penalties on the early surrender of contracts.
3.5 Classification and subsequent measurement of financial assets and
liabilities
The Group recognises deposits with financial institutions and loans and
borrowings on the date on which they are originated. All other financial
instruments are recognised on the trade date, which is the date on which the
Group becomes a part to the contractual provisions of the instrument.
A financial asset or financial liability is initially measured at fair value
plus, for a financial asset or financial liability not measured at 'fair value
through profit and loss' ("FVTPL"), transaction costs that are directly
attributable to its acquisition or issue.
On initial recognition, a financial asset is classified as measured at
amortised cost, 'fair value through other comprehensive income' ("FVOCI") or
FVTPL.
Financial assets are not reclassified subsequent to their initial recognition.
A financial asset is measured at amortised cost if it meets both of the
following conditions and is not designated as at FVTPL:
· It is held within a business model whose objective is to hold
assets to collect contractual cash flows; and
· Its contractual terms give rise on specified dates to cash flows
that are solely payments of principal and interest.
A financial asset is measured at FVOCI if it meets both of the following
conditions and is not designated as at FVTPL:
· It is held within a business model whose objective is achieved by
both collecting contractual cash flows and selling financial assets; and
· Its contractual terms give rise on specified dates to cash flows
that are solely payments of principal and interest.
All financial assets not classified as measured at amortised cost or FVOCI as
described above are measured at FVTPL. The classification of each financial
asset and liability is commented on within each respective financial statement
note. As at 30 June 2025 and 30 June 2024, only financial assets measured at
amortised cost and FVTPL are held.
The subsequent measurement of each class of financial assets is defined in the
below table:
Class of asset Subsequent measurement
Financial assets at FVTPL Measured at fair value. Net gains and losses, including any interest or
dividend income and foreign exchange gains and losses, are recognised in
profit or loss.
Financial assets at amortised cost Measured at amortised cost using the effective interest method. Interest
income, foreign exchange gains and losses and impairment are recognised in
profit or loss. Any gain or loss on derecognition is also recognised in profit
or loss.
On initial recognition, a financial liability is designated as amortised cost
or FVTPL. The criteria for classification and subsequent measurement mirrors
that of the financial assets, albeit the classification of 'FVOCI' does not
exist for financial liabilities. Therefore, any liabilities which do not meet
the amortised cost classification criteria, are designated as FVTPL.
3.6 Fair value of financial assets and liabilities
The Group closely monitors the valuation of assets in markets that have become
less liquid. Determining whether a market is active requires the exercise of
judgement and is determined based upon the facts and circumstances of the
market for the instrument being measured. Where the Directors determine that
there is no active market for a particular financial instrument, for example
where a particular collective investment scheme is suspended from trading,
fair value is assessed using valuation techniques based on available,
relevant, information and an appraisal of all associated risks. When a
collective investment scheme recommences regular trading, the value would be
transferred back to Level 1. This process requires the exercise of significant
judgement on the part of Directors.
Due to the linked nature of the contracts administered by the Group's
insurance undertakings, any change in the value of financial assets held to
cover financial liabilities under those contracts will result in an equal and
opposite change in the value of contract liabilities. The separate effect on
financial assets and financial liabilities is included in investment income
and investment contract benefits, respectively, in the consolidated statement
of comprehensive income.
IFRS 13 requires the Group to classify fair value measurements into a fair
value hierarchy by reference to the observability and significance of the
inputs used in measuring that fair value. The hierarchy is as follows:
· Level 1: fair value is determined using quoted prices
(unadjusted) in active markets for identical assets.
· Level 2: fair value is determined using inputs other than quoted
prices included within Level 1 that are observable for the asset either
directly (i.e. as prices) or indirectly (i.e. derived from prices).
· Level 3: fair value is determined using inputs for the asset that
are not based on observable market data (unobservable inputs).
The following table analyses the Group's financial assets and liabilities at
fair value through profit or loss, at 30 June 2025:
Level 1 Level 2 Level 3 Total
Financial assets at fair value through profit or loss £m £m £m £m
Equity securities 75.0 1.8 - 76.8
Collective investment schemes 901.2 5.6 0.9 907.7
Fixed income securities, bonds and structured notes 2.9 10.5 71.0 84.4
Total financial assets at fair value through profit or loss 979.1 17.9 71.9 1,068.9
All other financial assets and liabilities are designated as held at amortised
cost which approximates to fair value.
Level 1 Level 2 Level 3 Total
£m £m £m £m
Deposit and money market funds 87.2 - - 87.2
Total financial assets at fair value through profit or loss 1,066.3 17.9 71.9 1,156.1
Financial liabilities at fair value through profit or loss - 1,129.8 - 1,129.8
Financial liabilities at fair value through profit or loss are classified as
level 2 on the basis that they relate to policies investing in financial
assets at fair value through profit and loss.
The following tables analyse the Group's financial assets and liabilities at
fair value through profit or loss, at 30 June 2024:
Level 1 Level 2 Level 3 Total
Financial assets at fair value through profit or loss £m £m £m £m
Equity securities 75.7 3.2 - 78.9
Collective investment schemes 917.8 16.7 3.0 937.5
Fixed income securities, bonds and structured notes 0.8 11.0 58.8 70.6
Total financial assets at fair value through profit or loss
994.3 30.9 61.8 1,087.0
Level 1 Level 2 Level 3 Total
£m £m £m £m
Deposit and money market funds 88.2 - - 88.2
Total financial assets at fair value through profit or loss 1,082.5 30.9 61.8 1,175.2
Financial liabilities at fair value through profit or loss - 1,150.9 - 1,150.9
During the year ended 30 June 2025 £1.2m of bond investments were transferred
from Level 2 to Level 3 either as a result of the asset being suspended, or
changes in third party pricing information used to value the investments.
Valuation techniques and significant unobservable inputs
The following tables show the valuation techniques used in measuring Level 2
and Level 3 fair values for financial instruments in the statement of
financial position, as well as the significant unobservable inputs used.
Type Valuation technique Significant unobservable input Sensitivity to changes in unobservable inputs
Suspended assets £2.9m (2024: £3.0m) Latest available information including or such as net asset values (NAV) or Discount factor (5%) and NAV If the NAV was higher/lower, the fair value would be higher/lower.
other communication received
If the discount factor was higher/lower, the fair value would be lower/higher.
Bonds and structured notes Market comparison/ discounted cash flow: The fair value is estimated Level 2: Not applicable. Level 2: Not applicable.
considering:
Level 2: £10.5m (2024: £11.0m)
(i) current or recent quoted prices for identical securities in markets that
Level 3: £71.0m (2024: £58.8m) are not active; and Level 3: Level 3:
Collectives (ii) third party pricing sourced via Bloomberg. Not applicable. Not applicable
Level 2: £5.6m (2024: £16.7m)
Level 3: £0.9m (2024: £3.0m)
The reconciliation between opening and closing balances of Level 3 assets are
presented in the table below:
2025 2024
£m £m
Opening balance 61.8 57.4
Unrealised gains / (losses) (1.1) (2.3)
Transfers into level 3 2.5 1.1
Transfers out of level 3 - -
Purchases, sales, issues, and settlements 8.7 5.6
Closing balance 71.9 61.8
4 Segmental information
Disclosure of operating segments in these financial statements is consistent
with reports provided to the Chief Operating Decision Maker ("CODM") which, in
the case of the Group, has been identified as the Executive Committee of
Hansard Global plc.
In the opinion of the CODM, the Group operates in a single reportable segment,
that of the distribution and servicing of long-term investment products. New
business development, distribution, and associated activities in relation to
the Republic of Ireland ceased with effect from 30 June 2013. All other
activities of the Group are continuing.
The Group's Executive Committee uses two principal measures when appraising
the performance of the business: net issued compensation credit ("NICC")
(weighted where appropriate by product line) and expenses. NICC is a measure
of the value of new in-force business and top-ups on existing single premium
contracts. NICC is the total amount of basic initial commission payable to
intermediaries for business sold in a period and is calculated on each piece
of new business. It excludes override commission paid to intermediaries over
and above the basic level of commission.
The following table analyses NICC geographically and reconciles NICC to direct
origination costs incurred during the year as set out in the Business and
Operating Review section of this Annual Report and Accounts.
2025 2024
£m £m
Middle East and Africa 1.8 1.7
Latin America 2.2 2.1
Rest of World 1.6 1.7
Far East 0.2 0.1
Net Issued Compensation Credit 5.8 5.6
Other commission costs paid to third parties 2.5 3.2
Enhanced unit allocations 0.3 0.9
Direct origination costs incurred during the year 8.6 9.7
Revenues and expenses allocated to geographical locations contained in
sections 4.1 to 4.4 below reflect the revenues and expenses generated in or
incurred by the legal entities in those locations.
4.1 Geographical analysis of fees and commissions by origin
2025 2024
£m £m
Isle of Man 45.6 46.0
Republic of Ireland 2.0 2.2
The Bahamas* 0.6 0.6
48.2 48.8
* Hansard Worldwide, which is based in the Bahamas, fully reinsures its
business to Hansard International. All external fees and commissions for
Hansard Worldwide are therefore presented within the Isle of Man category.
These amounted to £5.0m in 2025 (2024: £3.8m). The fees shown in the table
above in respect of The Bahamas represent fees received by Hansard Worldwide
from Hansard International.
4.2 Geographical analysis of profit before taxation
2025 2024
£m £m
Isle of Man 2.9 6.5
Republic of Ireland (1.6) (1.6)
The Bahamas 0.5 0.4
1.8 5.3
4.3 Geographical analysis of gross assets
2025 2024
£m £m
Isle of Man* 1,268.4 1,283.1
Republic of Ireland 77.5 82.5
The Bahamas 4.0 1.7
1,349.9 1,367.3
* Includes assets held in the Isle of Man in connection with policies written
in The Bahamas. As at 30 June 2025 these amounted to £298.7m (30 June 2024:
£240.6m).
4.4 Geographical analysis of gross liabilities
2025 2024
£m £m
Isle of Man 964.4 1,033.8
Republic of Ireland 67.0 70.2
The Bahamas 302.0 242.5
1,333.4 1,346.5
5 Fees and commissions
Fees are charged to the contract holders of investment contracts for contract
administration services, investment management services, payment of benefits
and other services related to the administration of investment contracts. Fees
may be chargeable on either a fixed fee basis, a fee per transaction or as a
percentage of assets under administration. Fees are recognised as revenue as
the services are provided. Initial fees that exceed the level of recurring
fees and relate to the future provision of services are deferred in the
balance sheet and amortised on a straight-line basis over the life of the
relevant contract. These fees are accounted for on the issue of a contract and
on receipt of incremental premiums on existing single premium contracts.
Regular fees charged to contracts are recognised on a straight-line basis over
the period in which the service is provided. Transactional fees are recorded
when the required action is complete.
Commissions receivable arise principally from fund houses with which
investments are held. Commissions are recognised on an accruals basis in
accordance with the relevant agreement.
2025 2024
£m £m
Contract fee income 29.2 30.6
Fund management charges 13.9 13.4
Commissions receivable 5.1 4.8
48.2 48.8
Fund management charges and commissions receivable (39% of the total above
(2024: 37%)) are a function of the level of assets under administration.
6 Investment income
Investment income comprises dividends, interest, and other income receivable,
realised and unrealised gains and losses on investments. Movements are
recognised in the consolidated statement of comprehensive income in the period
in which they arise. Dividends are accrued on the date notified. Interest is
accounted for on a time proportion basis using the effective interest method.
2025 2024
£m £m
Interest income 4.7 4.7
Dividend income 6.1 5.4
Gains on realisation of investments 35.8 25.7
Movement in unrealised gains / (losses) (14.2) 83.7
32.4 119.5
7 Origination costs
Origination costs include commissions, intermediary incentives, and other
distribution-related expenditure (note 2.2). Origination costs which vary
with, and are directly related to, securing new contracts and incremental
premiums on existing single premium contracts are deferred to the extent that
they are recoverable out of future net income from the relevant contract.
Deferred origination costs are amortised on a straight-line basis over the
life of the relevant contracts. Typical terms range between 8 years and 15
years. Origination costs that do not meet the criteria for deferral are
expensed as incurred.
2025 2024
£m £m
Amortisation of deferred origination costs 13.2 13.9
Other origination costs 1.8 2.2
15.0 16.1
8 Administrative and other expenses
Included in administrative and other expenses are the following:
2025 2024
£m £m
Auditors' remuneration:
- Fees payable for audit services
0.7 0.8
- Fees payable for audit related services
pursuant to legislation 0.1 0.1
Employee costs (see note 9) 12.0 11.5
Directors' fees 0.4 0.4
Fund management fees 5.1 5.1
Renewal and other commission 0.8 0.9
Professional and other fees 3.4 4.8
Litigation fees and settlements 2.8 2.2
Credit loss allowance 0.6 0.6
Licences and maintenance fees 5.1 4.1
Insurance costs 0.8 0.9
Depreciation and amortisation 1.9 1.0
Communications 0.1 0.2
9 Employee costs
The Group provides a range of benefits to employees, including annual bonus
arrangements, paid holiday arrangements and defined contribution pension
plans.
Short term benefits, including holiday pay and other similar non-monetary
benefits, are recognised as an expense in the period in which the service is
received.
The Group pays fixed pension contributions on behalf of its employees (defined
contribution plans). Once the contributions have been paid the Group has no
further payment obligations. The contributions are recognised as an expense
when they are due. Amounts not paid are shown in accruals in the balance
sheet. The assets of the plan are held separately from the Group in
independently administered funds.
The Group operates an annual bonus plan for employees. An expense is
recognised in the consolidated statement of comprehensive income when the
Group has a legal or constructive obligation to make payments under the plan
as a result of past events and a reliable estimate of the obligation can be
made.
9.1 The aggregate remuneration in respect of employees
(including sales employees and executive Directors) was as follows:
2025 2024
£m £m
Wages and salaries 10.9 10.3
Social security costs 1.0 1.0
Contributions to pension plans 0.8 1.0
12.7 12.3
Total salary and other employee costs for the year are incorporated within the
following classifications:
2025 2024
£m £m
Administrative and other expenses 12.0 11.5
Origination costs 0.7 0.8
12.7 12.3
The above information includes Directors' remuneration (excluding
Non-executive Directors' fees).
9.2 The average number of employees during the year
was as follows:
2025 2024
No. No.
Administration 124 124
Distribution and marketing 14 14
IT development 37 44
175 182
10 Taxation
Taxation is based on profits and income for the period as determined with
reference to the relevant tax legislation in the countries in which the
Company and its subsidiaries operate. Tax payable is calculated using tax
rates that have been enacted or substantively enacted by the balance sheet
date. Tax is recognised in the consolidated statement of comprehensive income
except to the extent that it relates to items recognised in equity. Tax on
items relating to equity is recognised in equity.
The corporation tax expense for the Group for 2025 was £nil (2024: £0.1m).
Corporation tax is charged on any profits arising at the following rates
depending on location of the company or branch:
Isle of Man 0% (2024: 0%)
Republic of Ireland 12.5% (2024: 12.5%)
Japan 23.2% (2024: 23.2%)
Labuan 24% (2024: 24%)
The Bahamas 0% (2024: 0%)
2025 2024
£m £m
Current year tax provisions - 0.1
Adjustment to prior year tax provisions - -
- 0.1
No deferred tax asset is currently being recorded in relation to losses
arising in Hansard Europe.
There is no material difference between the current tax charge in the
consolidated statement of comprehensive income and the current tax charge that
would result from applying standard rates of tax to the profit before tax.
The OECD's Pillar II global minimum tax, based on the Global Anti-Base Erosion
(GloBE) Model Rules, does not have an impact on the Group, as the Group's
total revenue is less than €750m.
11 Earnings per share
2025 2024
Profit after tax (£m) 1.8 5.2
Weighted average number of shares in issue (millions) 137.6 137.6
Basic and diluted earnings per share in pence 1.3 3.8
The Directors believe that there is no material difference between the
weighted average number of shares in issue for the purposes of calculating
either basic or diluted earnings per share. Earnings under either measure is
1.3p per share (2024: 3.8p).
12 Dividends
Interim dividends payable to shareholders are recognised in the year in which
the dividends are paid. Final dividends payable are recognised as liabilities
when approved by the shareholders at the Annual General Meeting.
The following dividends have been paid by the Group during the year:
Per share Total Per share Total
2025 2025 2024 2024
p £m p £m
Final dividend in respect of previous
financial year 2.65 3.7 2.65 3.6
Interim dividend in respect of current
financial year 1.80 2.4 1.80 2.5
4.45 6.1 4.45 6.1
The Board has resolved to pay a final dividend of 2.65p per share on 13
November 2025, subject to approval at the Annual General Meeting, based on
shareholders on the register on 3 October 2025.
13 Intangible assets and property, plant and equipment
Intangible Assets
The historical cost of computer software is the purchase cost and the direct
cost of internal development. Computer software is recognised as an intangible
asset.
2025 2024
£m £m
Intangible assets 22.1 23.2
Amortisation is calculated so as to amortise the cost of intangible assets,
less their estimated residual values, on a straight-line basis over the
expected useful economic lives of the assets concerned and is included in
administration and other expenses in the consolidated statement of
comprehensive income.
The economic lives used for this purpose are:
Computer software 3 to 15 years
The increase in computer software relates to capitalised costs associated with
the development of a replacement policy administration system. Following the
migration of the Group's policyholder book to the new system, amortisation
commenced on 1(st) March 2024.The asset will be amortised over 15 years based
on management's assessment of the useful economic life of the asset.
2025 2024
Computer software £m £m
Costs as at 1 July 24.5 20.7
Capitalised additions 0.5 3.8
Cost as at 30 June 25.0 24.5
Accumulated amortisation at 1 July (1.3) (0.8)
Charge for the year (1.6) (0.5)
Accumulated amortisation as at 30 June (2.9) (1.3)
Net Book Value 22.1 23.2
The cost of computer software includes £13.8m of externally generated costs
(2024: £13.3m) and £9.8m of internally generated costs (2024: £9.8m).
£2.1m of amortisation currently relates to externally generated costs (2024:
£1.1m) and £0.8m relates to internally generated costs (2024: £0.2m)
Property, plant and equipment
Property, plant and equipment includes both tangible fixed assets and 'right
of use assets' recognised in accordance with IFRS 16 'Leases'.
2025 2024
£m £m
Property, plant and equipment 0.7 0.5
Right of use assets 2.1 2.1
2.8 2.6
Property, plant and equipment is stated at historical cost less depreciation
and any impairment. The historical cost of property, plant and equipment is
the purchase cost, together with any incremental costs directly attributable
to the acquisition.
Depreciation is calculated so as to amortise the cost of tangible assets, less
their estimated residual values, on a straight-line basis over the expected
useful economic lives of the assets concerned and is included in
administration and other expenses in the consolidated statement of
comprehensive income.
The economic lives used for this purpose are:
Freehold property 50 years
Computer equipment 3 to 5 years
Fixtures & fittings 4 years
Right of use assets are depreciated over the useful life of the lease.
2025 2024
Property plant and equipment £m £m
Cost as at 1 July 10.5 10.3
Additions 0.5 0.2
Disposals - -
Cost as at 30 June 11.0 10.5
Accumulated depreciation as at 1 July (10.0) (9.9)
Charge for the year (0.3) (0.1)
Accumulated depreciation as at 30 June (10.3) (10.0)
Net Book Value 0.7 0.5
IFRS 16 - Leases
The right-of-use assets for property leases are measured at an amount equal to
the lease liability adjusted by the amount of any prepaid or accrued lease
payments recognised immediately before the date of initial application, being
the commencement date. The liabilities are measured at the present value of
the remaining lease payments, discounted using an incremental borrowing rate.
The weighted average incremental borrowing rate applied to the lease
liabilities on 30 June 2025 was 7% (2024: 7%).
The Group leases various offices around the world to service its clients and
operations. Rental contracts are typically made for periods of 1 to 15 years,
incorporating break clauses where applicable. Lease terms are negotiated on an
individual basis and contain differing terms and conditions. The lease
agreements do not impose any covenants.
In determining the lease terms utilised in assessing the position under IFRS
16, management considers break clauses in leases, where appropriate. As a
result of the current high inflation environment, as well as the amount spent
on infrastructure it is likely the leases will continue past their break
clauses.
Leases (other than those classified as short-term leases or leases of
low-value assets) are recognised as a right-of-use asset and a corresponding
liability at the date at which the leased asset is available for use by the
Group. Each lease payment is allocated between the liability and a finance
cost. The finance cost is charged over the lease period so as to produce a
constant periodic rate of interest on the remaining balance of the liability
for each period. The right-of-use asset is depreciated over the shorter of the
asset's useful life and the lease term on a straight-line basis.
Short-term leases (those with a lease term or useful life of less than 12
months at inception) and leases of low value assets (comprising IT-equipment
and small items of office furniture) are recognised on a straight-line basis
as an expense in administration and other expenses in the consolidated
statement of comprehensive income.
The recognition of the right-of-use asset represents an increase in the
property, plant and equipment figure of £2.1m (30 June 2024: £2.1m). Lease
liabilities relating to the right-of-use asset are included within other
payables. The interest recognised on the lease liabilities in respect of the
right of use asset was £0.2m (30 June 2024: £0.1m).
During the year ended 30 June 2021, the Group entered into a sub-lease for
part of a building that is reported as a right-of-use asset. The group has
classified the sub-lease as an operating lease, as it does not transfer
substantially all of the risks and rewards incidental to the ownership of the
sub-let asset. During the year ending 30 June 2025, the lease has been
terminated by mutual agreement and the Group recognised rental income of less
than £0.1m (2024: less than £0.1m).
2025 2024
£m £m
Right of use asset recognised 1 July 2.1 2.4
Additions during the period 0.2 -
Depreciation (0.2) (0.3)
Net book value of right of use asset as at 30 June 2.1 2.1
Lease liability recognised 1 July 2.7 2.9
Additions during the period 0.2 -
Lease payments made during the period (0.4) (0.4)
Interest on leases 0.2 0.2
Lease liability recognised as at 30 June 2.7 2.7
Of which are:
Current lease liabilities 0.3 0.2
Non-current lease liabilities 2.4 2.5
14 Deferred origination costs
Amortisation of deferred origination costs is charged within the origination
costs line in the consolidated statement of comprehensive income.
Formal reviews to assess the recoverability of deferred origination costs on
investment contracts are carried out at each balance sheet date to determine
whether there is any indication of impairment. If there is any indication of
irrecoverability or impairment, the asset's recoverable amount is estimated.
Impairment losses are reversed through the consolidated statement of
comprehensive income if there is a change in the estimates used to determine
the recoverable amount. Such losses are reversed only to the extent that the
asset's carrying amount does not exceed the carrying amount that would have
been determined, net of amortisation where applicable, if no impairment loss
had been recognised.
The amount of deferred origination costs amortised each year is determined by
the estimated lives of the Group's products (note 2). Reducing the estimated
life of the total portfolio by 1 year would increase the annual amortisation
for the next financial year by £1.4m. Increasing the estimated life of the
total portfolio by 1 year would reduce the annual amortisation for the next
financial year by £1.2m. Offsetting movements would also arise in deferred
income as outlined in note 18.
The movement in value over the financial year is summarised below.
2025 2024
£m £m
At beginning of financial year 112.1 117.8
Origination costs incurred and deferred during the year 7.4 8.2
Origination costs amortised during the year (13.2) (13.9)
At end of financial year 106.3 112.1
2025 2024
Carrying value £m £m
Expected to be amortised within one year 11.7 11.6
Expected to be amortised after one year 94.6 100.5
106.3 112.1
Management performs an impairment assessment annually. No impairment losses
were recognised during the year (2024: £nil).
15 Other receivables
Other receivables are initially recognised at fair value and subsequently
measured at amortised cost, less any provision for impairment.
2025 2024
£m £m
Commission receivable 1.4 1.4
Other debtors 8.5 3.7
Prepayments 1.2 1.2
11.1 6.3
Estimated to be settled within 12 months 8.0 5.6
Estimated to be settled after 12 months 3.1 0.7
11.1 6.3
Due to the short-term nature of these assets the carrying value is considered
to reflect fair value. In 2024, £0.7m was incorrectly disclosed as due to be
settled within 12 months, due to the settlement date being incorrectly
identified. This has been corrected by restating the amounts presented for
2024 in these financial statements, increasing 'estimated to be settled after
12 months', and decreasing 'estimated to be settled within 12 months', by
£0.7m.
16 Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with
banks, and other short-term highly liquid investments with a minimal cost to
be converted to cash, typically with original maturities of three months or
less, net of short-term overdraft positions where a right of set-off exists.
In the below table, Money market funds includes all immediately available
cash, other than specific short-term deposits.
2025 2024
£m £m
Money market funds and call bank deposits 50.9 47.3
Short-term deposits with credit institutions 0.6 0.6
51.5 47.9
Cash and cash equivalents are recognised on receipt prior to investment to
contract holder funds.
17 Financial liabilities under investment contracts
17.1 Investment contract liabilities, premiums and benefits paid
17.1.1 Investment contract liabilities
Investment contracts consist of unit-linked contracts written through
subsidiary companies in the Group. Unit-linked liabilities are measured at
fair value by reference to the underlying net asset value of the Group's
unitised investment funds, determined on a bid basis, at the balance sheet
date.
The decision by the Group to designate its unit-linked liabilities at fair
value through profit or loss is to eliminate a measurement inconsistency that
would otherwise arise from measuring the investments at FVTPL and the contract
liabilities at amortised cost.
17.1.2 Investment contract premiums
Investment contract premiums are not included in the consolidated statement of
comprehensive income but are reported as deposits to investment contracts and
are included in financial liabilities in the balance sheet. On existing
business, a liability is recognised at the point the premium falls due. The
liability for premiums received on new business is deemed to commence at the
acceptance of risk.
17.1.3 Benefits paid
Withdrawals from policy contracts and other benefits paid are not included in
the consolidated statement of comprehensive income but are deducted from
financial liabilities under investment contracts in the balance sheet.
Benefits are deducted from financial liabilities and transferred to amounts
due to investment contract holders based on notifications received, when the
benefit falls due for payment or, on the earlier of the date when paid or when
the contract ceases to be included within those liabilities.
17.2 Movement in financial liabilities under investment contracts
The following table summarises the movement in liabilities under investment
contracts during the year:
2025 2024
£m £m
Deposits to investment contracts 118.9 108.3
Withdrawals from contracts and charges (167.1) (173.3)
Change in provisions for investment contract liabilities 27.1 114.4
Movement in year (21.1) 49.4
At beginning of year 1,150.9 1,101.5
1,129.8 1,150.9
2025 2024
£m £m
Contractually expected to be settled within 12 months 46.3 37.0
Contractually expected to be settled after 12 months 1,083.5 1,113.9
1,129.8 1,150.9
The change in provisions for investment contract liabilities includes dividend
and interest income and net realised and unrealised gains and losses on
financial investments held to cover financial liabilities. Dividend income,
interest income and gains and losses are accounted for in accordance with note
6.
17.3 Investments held to cover liabilities under investment contracts
The Group classifies its financial assets into the following categories:
financial investments and trade receivables. Financial investments consist of
units in collective investment schemes, equity securities, fixed income
securities and deposits with credit institutions. Collective investment
schemes, equity securities and fixed income securities are designated at fair
value through profit or loss. Deposits with credit institutions are designated
at amortised cost.
The decision by the Group to designate its financial investments at fair value
through profit or loss reflects the fact that the investment portfolio is
managed, and its performance evaluated, on a fair value basis.
The Group recognises purchases and sales of investments on trade date.
Investment transaction costs are written off in administration expenses as
incurred.
All gains and losses derived from financial investments, realised or
unrealised, are recognised within investment income in the consolidated
statement of comprehensive income in the period in which they arise.
The value of financial assets at fair value through profit or loss that are
traded in active markets (such as trading securities) is based on quoted
market prices at the balance sheet date. The quoted market price for financial
assets held by the Group is the current bid price. Investments in funds are
valued at the latest available net asset valuation provided by the
administrators or managers of the funds and companies, unless the Directors
are aware of good reasons why such valuations would not be the most
appropriate or indicative of fair value. Where necessary, the Group uses other
valuation methods to arrive at the stated fair value of its financial assets,
such as recent arms' length transactions or reference to similar listed
investments.
Loans and receivables are financial assets with fixed or determinable payments
that are not quoted on an active market. Loans and receivables consist,
primarily, of contract fees receivable, long-term cash deposits (i.e. with an
original maturity duration in excess of three months) and cash and cash
equivalents.
The following investments, other assets and liabilities are held to cover
financial liabilities under investment contracts. They are included within the
relevant headings on the condensed consolidated balance sheet.
2025 2024
£m £m
Equity securities 76.8 78.9
Investments in collective investment schemes 907.7 937.5
Fixed income securities, bonds and structured notes 74.8 70.6
Deposits and money market funds 73.0 64.3
Total assets 1,132.3 1,151.3
Other payables (2.5) (0.4)
Financial investments held to cover financial liabilities 1,129.8 1,150.9
The other receivables and other payables fair value approximates amortised
cost.
17.4 Amounts due to investment contract holders
Where financial liabilities under investment contracts mature or are redeemed
by contact holders, such amounts payable are recorded as amounts due to
investment contract holders.
18 Deferred income
Fees charged for services related to the management of investment contracts
are recognised as revenue as the services are provided. Initial fees which
exceed the level of recurring fees and relate to the future provision of
services are deferred. These are amortised over the anticipated period in
which services will be provided. The recognition of balances in the deferred
income reserve is based on actuarial assumptions regarding the estimated life
of each policy. These actuarial assumptions are complex in nature and are
subject to estimation uncertainty (note 2). The actuarial assumptions are
reviewed regularly by the Appointed Actuary.
The amount of deferred income amortised each year is determined by the
estimated lives of the Group's products. Reducing the estimated life of the
total portfolio by 1 year would increase the annual amortisation for the next
financial year by £1.9m. Increasing the estimated life of the total portfolio
by 1 year would reduce the annual amortisation for the next financial year by
£1.6m. Offsetting movements would also arise in deferred origination costs as
outlined in note 14.
The movement in value of deferred income over the financial year is summarised
below.
2025 2024
£m £m
At beginning of financial year 140.2 144.8
Income received and deferred during the year 13.1 12.7
Income amortised and recognised in contract fees during the year
(15.8) (17.3)
At end of financial year 137.5 140.2
2025 2024
Carrying value £m £m
Expected to be amortised within one year 15.7 15.0
Expected to be amortised after one year 121.8 125.2
137.5 140.2
19 Other payables
Other payables are initially recognised at fair value and subsequently
measured at amortised cost. They are recognised at the point where service is
received but payment is due after the balance sheet date.
2025 2024
£m £m
Commission payable 1.3 1.2
Other creditors and accruals 13.0 11.7
Lease liabilities of which:
Current lease liabilities 0.3 0.2
Non-current lease liabilities 2.4 2.5
17.0 15.6
20 Provisions
Provisions represent amounts to settle a number of the claims referred to in
Note 26 'Contingent Liabilities' where it is economically beneficial to do so.
Such provisions are calculated where there is an established pattern of
settlement for that grouping of claims. The following table reflects the
movement in the provision during the period under review.
2025 2024
£m £m
Settlement provision as at 1 July 0.5 0.1
Additional provisions made in the period 0.3 0.4
Released from the provision for settlements (0.1) -
Settlement provision as at 30 June 0.7 0.5
Further information outlined within IAS 37.85 is not disclosed on the basis
that it may prejudice the Company's position.
With the exception of the lease liabilities shown in note 13, deferred income,
and the provisions referred to above, all other payable balances, including
amounts due to contract holders, are deemed to be current. Due to the
short-term nature of these payables the carrying value is considered to
reflect fair value.
21 Capital management
It is the Group's policy to maintain a strong capital base in order to:
· satisfy the requirements of its contract holders, creditors and
regulators.
· maintain financial strength to support new business growth and
create shareholder value.
· match the profile of its assets and liabilities, taking account
of the risks inherent in the business; and
· generate operating cash flows to meet dividend requirements.
Within the Group each subsidiary company manages its own capital. Capital
generated in excess of planned requirements is returned to the Company by way
of dividends. Group capital requirements are monitored by the Board.
The Company monitors capital on two bases:
· the total shareholder's equity, as per the balance sheet; and
· the capital requirement of the relevant supervisory bodies, where
subsidiaries are regulated.
The Group's policy is for each company to hold the higher
of:
· the Company's internal assessment of the capital required; or
· the capital requirement of the relevant supervisory body, where
applicable.
There has been no material change in the Group's management of capital during
the period. The Group continued to perform additional modelling around risks
arising from the current geopolitical position and global economic conditions,
and to give consideration to emerging market practice and regulatory
expectations around capital conservation. All regulated entities within the
Group exceed significantly the minimum solvency requirements at the balance
sheet date.
The Group's lead regulator, the Isle of Man FSA, monitors capital requirements
for the Group as a whole. The insurance subsidiaries are directly supervised
by their local regulators. The lead regulator's approach to the measurement of
capital adequacy is primarily based on monitoring the relationship of the
Solvency Capital Requirement ('SCR') to regulatory capital. All regulated
entities within the Group exceed the minimum solvency requirements at the
balance sheet date. The capital held within Hansard Europe is considered not
to be available for dividend to Hansard Global plc until such time as the
legal cases referred to in note 26 are substantially resolved.
22 Share
capital
2025 2024
£m £m
Authorised:
200,000,000 ordinary shares of 50p 100.0 100.0
Issued and fully paid:
137,557,079 (2024: 137,557,079) ordinary shares of 50p 68.8 68.8
No shares (2024: nil) were issued or bought back in the year.
23 Other reserves
Other reserves comprise the merger reserve arising on the
acquisition by the Company of its subsidiary companies on 1 July 2005, the
share premium account and the share save reserve. The merger reserve
represents the difference between the par value of shares issued by the
Company for the acquisition of those companies, compared to the par value of
the share capital and the share premium of those companies at the date of
acquisition.
2025 2024
£m £m
Merger reserve (48.5) (48.5)
Share premium 0.1 0.1
Share save reserve 0.1 0.1
Reserve for own shares held within EBT (0.3) (0.3)
(48.6) (48.6)
Included within other reserves is an amount representing 1,086,914 (2024:
1,257,000) ordinary shares held by the Group's employee benefit trust ('EBT')
which were acquired at a cost of £0.5m (see note 24). The ordinary shares
held by the trustee of the Group's employee benefit trust are treated as
treasury shares in the consolidated balance sheet in accordance with IAS 32
'Financial Instruments: Presentation'.
This reserve arose when the Group acquired equity share capital under its EBT,
which is held in trust by the trustee of the EBT. Treasury shares cease to be
accounted for as such when they are sold outside the Group, or the interest is
transferred in full to the employee pursuant to the terms of the incentive
plan.
24 Equity settled share-based payments
The Company has established a number of equity-based payment programmes for
eligible employees. The fair value of expected equity-settled share-based
payments under these programmes is calculated at date of grant using a
standard option-pricing model and is amortised over the vesting period on a
straight-line basis through the consolidated statement of comprehensive
income. A corresponding amount is credited to equity over the same period.
At each balance sheet date, the Group reviews its estimate of the number of
options expected to be exercised. The impact of any revision in the number of
such options is recognised in the consolidated statement of comprehensive
income so that the charge to the consolidated statement of comprehensive
income is based on the number of options that vest. A corresponding adjustment
is made to equity.
The estimated fair value of the schemes and the imputed cost for the period
under review is not material to these financial statements.
24.1 SAYE program
This is a standard scheme approved by the Revenue authorities in the Isle of
Man that is available to all employees where individuals may make monthly
contributions over three or five years to purchase shares at a price not less
than 80% of the market price at the date of the invitation to participate.
At the date of this report, there were no options outstanding under the SAYE
scheme (2024: nil)
A summary of the transactions in the existing SAYE programs during the year is
as follows:
2025 2024
Weighted Weighted
average Average
No. of exercise No. of Exercise
options price (p) options price (p)
Outstanding at the start of year - - 29,031 62
Granted - - - -
Exercised - - - -
Forfeited - - (29,031) 62
Outstanding at end of year - - - -
There were no new options granted during the current financial year.
24.2 Incentive Plan Employee Benefit Trust
An Employee Benefit Trust was established in February 2018 to hold shares
awarded to employees as an incentive on a deferred basis. Shares are granted
under the scheme at fair value, which is based on the market value of the
shares on that date. Shares granted under the scheme are purchased by the
Trust in the open market and held until vesting. Awards made under the scheme
would normally vest after three years.
2025 2024
No. of No. of
Share Awards Shares Shares
Outstanding at start of period 926,000 601,684
Granted 296,729 463,823
Forfeited - (64,608)
Vested (393,300) (74,899)
Outstanding at end of period 829,429 926,000
The Trust has been funded by way of a loan, and as at 30 June 2025 the
outstanding balance on the loan was £664,392 (30 June 2024: £554,000). As at
30 June 2025 the Trust held 1,086,914 shares (2024: 1,257,000). 393,300
shares vested and were transferred during the year ended 30 June 2025 (2024:
74,899 vested but not yet transferred).
2025 2024
No. of No. of
Shares Held by the Trust Shares Shares
Outstanding at start of period 1,257,000 557,000
Purchased 223,214 700,000
Transferred following vesting (393,300) -
Outstanding at end of period 1,086,914 1,257,000
During the period the expense arising from share-based payment transactions
was £0.2m (2024: £0.1m).
25 Related party transactions
25.1 Intra-group transactions
Various subsidiary companies within the Group perform services for other Group
companies in the normal course of business. The financial results of these
activities are eliminated in the consolidated financial statements.
25.2 Key management personnel compensation
At the 30 June 2025 key management consisted of 21 individuals (2024: 21),
being members of the Group's Executive Committee, executive Directors of
direct subsidiaries of the Company and the Non-executive Directors of both the
Group and subsidiary companies.
The aggregate remuneration paid to key management during the year-ended 30
June 2025 was as follows:
2025 2024
£m £m
Short-term employee benefits 2.5 2.1
Post-employment benefits 0.2 0.3
Total 2.7 2.4
There were no outstanding amounts as at 30 June 2025 (2024: nil).
The total value of investment contracts issued by the Group and held by key
management is nil (2024: nil).
25.3 Transactions with controlling shareholder
Until his death in March 2025 Dr L S Polonsky was regarded as the controlling
shareholder of the Group, as defined by the Listing Rules of the Financial
Conduct Authority. In the year ending 30 June 2025 there were no transactions
with Dr Polonsky (2024: nil).
25.4 Incentive Plan Employee Benefit Trust
An Employee Benefit Trust was established in February 2018 to hold shares
awarded to employees as an incentive on a deferred basis. The Trust has been
funded by way of a loan, and as at 30 June 2025 the outstanding balance on the
loan was £664,000 (30 June 2024: £554,000). As at 30 June 2025 the Trust
held 1,086,914 shares (2024: 1,257,000).
26 Contingent liabilities
26.1 Litigation
The Group does not and has never given any investment advice. Investment
decisions are taken either by the contract holder directly or through a
professional intermediary appointed by the contract holder. Contract holders
bear the financial risk relating to the investments underpinning their
contracts, as the policy benefits are linked to the value of the assets.
Notwithstanding the above, financial services institutions are frequently
drawn into disputes in cases where the value and performance of assets
selected by or on behalf of contract holders fails to meet their
expectations. At the balance sheet date, a number of fund structures remain
affected by liquidity or other issues that hinder their sales or redemptions
on normal terms with a consequent adverse impact on policy transactions.
As reported previously, the Group has been subject to a number of complaints
in relation to the selection and performance of assets linked to contracts.
The Group has been served with a number of writs arising from such complaints
and other asset-related issues. Most of the writs relate to historic business
written prior to the closure to new business of Hansard Europe in 2013, with a
small number relating to Hansard International Limited. Most of the cases have
arisen in Italy, with a smaller number in Belgium and Germany.
As at 30 June 2025, the Group had been served with cumulative writs with a net
exposure totalling €23.8m, or £20.4m in sterling terms (30 June 2024:
€23.8m / £20.2m) arising from contract holder complaints and other asset
performance-related issues.
Our policy is to maintain contingent liabilities even where we win cases in
the court of first instance if such cases have been subsequently appealed.
We have previously noted that we expect a number of the larger claims will be
ultimately mitigated by our Group insurance cover. During the period under
review we recorded £0.4m (2024: £0.7m) in total recoveries in relation to
costs paid by the Group. We expect such reimbursement to continue during the
course of that litigation.
While the final outcome of pending or threatened legal proceedings cannot be
predicted with certainty, based on the advice received from the Group's legal
representatives and past experience, the Directors believe that the Group has
a strong chance of success in defending the majority of claims.
Notwithstanding this, there may be circumstances where in order to avoid the
expense and distraction of protracted litigation the Board may consider it in
the best interests of the Group and its shareholders to reach a commercial
resolution with regard to certain of these claims. Settlements totalled less
than £0.3m (2024: less than £0.4m) during the period. A litigation provision
of £0.3m has been recorded during the year where, based on past experience,
it is expected that future settlements may be reached, bringing the total
provision at 30 June 2025 to £0.7m (2024: £0.5m). Where an established
pattern of settlement is established for any grouping of claims, a provision
for expected future settlements is made in line with IAS 37. This is outlined
in Note 20.
It is not possible at this time to make any further reliable estimates of
liability. Accordingly, no further provisions have been made beyond those
noted above.
Between 30 June 2025 and the date of this report, there have been no material
developments.
26.2 Isle of Man Policyholders' Compensation Scheme
The Group's principal subsidiary, Hansard International is a member of the
Isle of Man Policyholders' Compensation Scheme governed by the Life Assurance
(Compensation of Policyholders) Regulations 1991. The objective of the Scheme
is to provide compensation for policyholders should an authorised insurer be
unable to meet its liabilities to policyholders. In the event of a levy being
charged by the Scheme members, Hansard International would be obliged to meet
the liability arising at the time. The maximum levy payable in accordance with
the regulations of the Scheme in respect of the insolvency of the insurer is
2% of long-term business liabilities. Hansard International's products include
a clause in their terms and conditions permitting it to recover any monies
paid out under the Scheme from contract holders.
27 Foreign exchange rates
The Group's functional currency is pounds sterling, being the currency of the
primary economic environment in which the Group operates. The Group's
presentational currency is also pounds sterling.
Foreign currency transactions are translated into sterling using the
applicable exchange rate prevailing at the date of the transactions. Monetary
assets and liabilities denominated in foreign currencies are translated into
sterling at the rates of exchange prevailing at the balance sheet date, and
the gains or losses on translation are recognised in the consolidated
statement of comprehensive income.
Non-monetary assets and liabilities that are held at historical cost are
translated using exchange rates prevailing at the date of transaction; those
held at fair value are translated using exchange rates ruling at the date on
which the fair value was determined.
The closing exchange rates used by the Group for the conversion of significant
consolidated balance sheet items to sterling were as follows:
2025 2024
US Dollar 1.37 1.26
Japanese Yen 198 203
Euro 1.17 1.18
28 Events after the reporting period
This report for the year ended 30 June 2025 was approved for issue on 24
September 2025. No material events have occurred between the reporting date
and the issue date that require disclosure under IAS 10.
Hansard Global plc
Parent Company Statement of Changes in Equity
for the year ended 30 June 2025
Share Other Retained
capital reserves earnings Total
£m £m £m £m
At 1 July 2023 68.8 0.2 15.7 84.7
Profit and total comprehensive income for the - - 5.2 5.2
year after taxation
Transactions with owners
Dividends paid - - (6.1) (6.1)
At 30 June 2024 68.8 0.2 14.8 83.8
Share Other Retained
capital Reserves earnings Total
£m £m £m £m
At 1 July 2024 68.8 0.2 14.8 83.8
Profit and total comprehensive income for the - - 2.3 2.3
year after taxation
Transactions with owners
Dividends paid - - (6.1) (6.1)
At 30 June 2025 68.8 0.2 11.0 80.0
The notes on pages 145 to 152 form an integral part of these financial
statements.
Hansard Global plc
Parent Company Balance Sheet
As at 30 June 2025
2025 2024
Notes £m £m
Assets
Fixed assets
Intangible assets 6 21.6 23.2
Property, plant and equipment 7 0.2 0.3
Investment in subsidiary companies 4 71.6 72.5
Current assets
Cash and cash equivalents 3.5 2.4
Other receivables 0.3 0.4
Total assets 97.2 98.8
Liabilities
Other payables 1.6 2.0
Amounts due to subsidiary companies 5 15.6 13.0
Total liabilities 17.2 15.0
Net assets 80.0 83.8
Shareholders' equity
Called up share capital 8 68.8 68.8
Share premium 0.1 0.1
Retained earnings 11.0 14.8
Share based payments reserve 0.1 0.1
Total shareholders' equity 80.0 83.8
The notes on pages 145 to 152 form an integral part of these financial
statements.
The parent company financial statements on pages 142 to 144 were approved by
the Board on 24 September 2025 and signed on its behalf by:
Thomas Morfett
Ollie
Byrne
Director
Director
Hansard Global plc
Parent Company Cash Flow Statement
for the year ended 30 June 2025
2025 2024
£m £m
Cash flow from operating activities
Profit before tax for the year 2.3 5.2
Adjustments for:
Dividends received (15.2) (14.3)
Movement in share-based payments reserve - -
Amortisation and depreciation 1.7 -
Impairment 1.6 -
Changes in operating assets and liabilities
Increase in amounts due to subsidiaries 1.9 5.8
Decrease in debtors 0.1 0.3
(Decrease) / increase in creditors (0.4) 0.3
Cash flow (used in) / generated from operations (8.0) (2.7)
Cash flows from investing activities
Dividends received 15.2 14.3
Purchase of intangible assets - (3.2)
Cash flows from investing activities 15.2 11.1
Cash flows from financing activities
Dividends paid (6.1) (6.1)
Cash flows used in financing activities (6.1) (6.1)
Net increase in cash and cash equivalents 1.1 2.3
Cash and cash equivalents at beginning of year 2.4 0.1
Cash and cash equivalents at year end 3.5 2.4
The notes on pages 145 to 152 form an integral part of these financial
statements.
Notes to the parent company financial statements
1 General information
Hansard Global plc ("the Company") is a limited liability company, and is
incorporated and domiciled in the Isle of Man. The registered office of the
company is 55 Athol Street, Douglas, Isle of Man, IM99 1QL. The Company is
listed on the London Stock Exchange.
The principal activity of the Company is to act as the holding company of the
Hansard group of companies ("the Group").
The Company has its primary listing on the London Stock Exchange.
2 Significant accounting policies
2.1 Basis of preparation
The individual financial statements of the Company have been prepared on a
going concern basis in compliance with United Kingdom Standards including
Financial Reporting Standard 102 'The Financial Reporting Standard applicable
in the United Kingdom and the Republic of Ireland' ("FRS 102") and the Isle of
Man Companies Acts 1931 to 2004. They are prepared under the historical cost
convention. In accordance with the provisions of the Isle of Man Companies Act
1982 the Company has not presented its own profit and loss account. The
Company's profit for the year ended 30 June 2025, including dividends received
from subsidiaries, was £3.9m (2024: £5.2m).
The preparation of financial statements in conformity with FRS 102 requires
the use of certain critical accounting estimates. It also requires
management to exercise judgement in the process of applying the accounting
policies. The areas involving a higher degree of judgement or complexity, or
areas where assumptions and estimates are significant to the financial
statements are disclosed in note 3.
The following new standards, amendments and interpretations are in issue but
not yet effective. The impact on the financial statements is being assessed:
· FRED 82 (Amendments to FRS 102) - effective for the year ended 30
June 2027.
There are no other standards, amendments or interpretations to existing
standards that are not yet effective, that would have a material impact on the
Company's reported results.
2.2 Investment income
Investment income includes interest and dividends. Interest is accounted for
on the accruals basis. Dividends are accrued on an ex-dividend basis.
2.3 Dividends payable
Dividends payable to shareholders are recognised in the year in which the
dividends are approved. These amounts are recognised in the statement of
changes in equity.
2.4 Revenue recognition
Revenue is measured at the fair value of the consideration received or
receivable and represents the amount receivable for services rendered net of
returns, discounts and rebates allowed by the Company, and value added taxes.
Where the consideration receivable in cash or cash equivalents is deferred,
and the arrangement constitutes a financing transaction, the fair value of the
consideration is measured as the present value of all future receipts using
the imputed rate of interest.
The Company recognises revenue when the services are rendered, the amount of
revenue can be measured reliably, and it is probable that future economic
benefits will flow to the Company.
2.5 Employee benefits
The Company provides a range of competitive benefits to employees in line with
local legislation for the jurisdiction in which they are based. Our Head
Office proposition includes private health insurance with the option to
include family members, permanent health insurance, death in service scheme,
annual bonus arrangements, and non-contributory pension plans which can be
further enhanced via salary sacrifice arrangements.
Short term benefits, including holiday pay and other similar non-monetary
benefits, are recognised as an expense in the period in which the service is
received.
A defined contribution plan is a pension plan under which the Company pays
fixed contributions into a separate entity. Once the contributions have been
paid the Company has no further payment obligations. The contributions are
recognised as an expense when they are due. Amounts not paid are shown in
accruals in the balance sheet. The assets of the plan are held separately from
the Company in independently administered funds.
The Company operates an annual bonus plan for employees. An expense is
recognised in the profit and loss account when the Company has a legal or
constructive obligation to make payments under the plan as a result of past
events and a reliable estimate of the obligation can be made.
2.6 Investments in subsidiaries
Investments in subsidiary companies are held at cost, adjusted for any
impairment.
2.7 Foreign currencies
The Company's presentational and functional currency is pounds sterling, being
the currency of the primary economic environment in which the Company
operates.
Foreign currency transactions are translated into sterling using the
approximate exchange rate prevailing at the date of the transactions. Monetary
assets and liabilities denominated in foreign currencies are translated into
sterling at the rates of exchange prevailing at the balance sheet date and the
gains or losses on translation are recognised in the profit and loss account.
2.8 Property, plant, and equipment
Property, plant and equipment is stated at historic purchase cost less
accumulated depreciation.
The cost of property, plant and equipment is their purchase cost, together
with any incidental costs of acquisition. Depreciation is calculated so as
to write off the cost of tangible assets, less their estimated residual
values, on a straight-line basis over the expected useful economic lives of
the assets concerned. The principal rates used for this purpose are:
Freehold property 50 years
Computer equipment 3 years
Fixtures and fittings 4-10 years
2.9 Intangible assets
Intangible fixed assets are stated at historic purchase cost less accumulated
amortisation. The cost of intangible assets is their purchase cost, together
with any incidental costs of acquisition. Amortisation is calculated so as
to write off the cost of intangible assets, less their estimated residual
values, on a straight-line basis over the expected useful economic lives of
the assets concerned. The intangible asset represents a new suite of IT
systems, brought into use on 1 March 2024. Amortisation commenced from that
date, with the cost being amortised over 15 years, which is deemed to be the
useful economic life of the asset.
2.10 Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with
banks, and other short-term highly liquid investments with a minimal cost to
be converted to cash, typically with original maturities of three months or
less, net of short-term overdraft positions where a right of set-off exists.
2.11 Financial instruments
The Company has chosen to adopt Sections 11 and 12 of FRS 102 in respect of
financial instruments.
(i) Financial assets
Basic financial assets, including trade and other receivables, (i.e., debtors
and amounts due from group undertakings) and cash at bank, are initially
recognised at transaction price, unless the arrangement constitutes a
financing transaction, where the transaction is measured at the present value
of the future receipts discounted at a market rate of interest. Such assets
are subsequently carried at amortised cost using the effective interest
method.
At the end of each reporting period financial assets measured at amortised
cost are assessed for objective evidence of impairment. If an asset is
impaired the impairment loss is the difference between the carrying amount and
the present value of the estimated cash flows discounted at the asset's
original effective interest rate. The impairment loss is recognised in profit
or loss.
If there is a decrease in the impairment loss arising from an event occurring
after the impairment was recognised the impairment is reversed. The reversal
is such that the current carrying amount does not exceed what the carrying
amount would have been had the impairment not previously been recognised. The
impairment reversal is recognised in profit or loss.
Financial assets are derecognised when (a) the contractual rights to the cash
flows from the asset expire or are settled, or (b) substantially all the risks
and rewards of ownership of the asset are transferred to another party or (c)
control of the asset has been transferred to another party who has the
practical ability to unilaterally sell the asset to an unrelated third party
without imposing additional restrictions.
(ii) Financial liabilities.
Basic financial liabilities, including accruals and other creditors, and
amounts due to group undertakings, are initially recognised at transaction
price, unless the arrangement constitutes a financing transaction, where the
debt instrument is measured at the present value of the future receipts
discounted at a market rate of interest.
Other creditors are obligations to pay for goods or services that have been
acquired in the ordinary course of business from suppliers. Accounts payable
are classified as current liabilities if payment is due within one year or
less. If not, they are presented as non-current liabilities. Trade payables
are recognised initially at transaction price and subsequently measured at
amortised cost using the effective interest method.
Financial liabilities are derecognised when the liability is extinguished,
that is when the contractual obligation is discharged, cancelled or expires.
2.12 Operating lease assets
Leases that do not transfer all of the risks of ownership are classified as
operating leases. Payments under operating leases are charged to the profit
and loss account on a straight-line basis over the period of the lease.
2.13 Share capital
Ordinary shares are classified as equity.
2.14 Related parties
The Company discloses transactions with related parties which are not wholly
owned by the same group. It does not disclose transactions with members of the
same group that are wholly owned.
3 Critical accounting estimates and judgements in applying
accounting polices
Estimates, assumptions and judgements are used in the application of
accounting policies in these financial statements. Critical accounting
estimates are those which involve the most complex or subjective judgements or
assessments. Estimates, assumptions and judgements are evaluated continually
and are based on historical experience and other factors, including
expectations of future events that are believed to be reasonable under the
circumstances. Actual outcomes may differ from assumptions and estimates made
by management.
There are no areas in which the Company applies significant accounting
estimates or assumptions.
4 Investment in subsidiary companies
The following schedule reflects the Company's subsidiary companies at the
balance sheet date and at the date of this report. All companies are wholly
owned and incorporated in the Isle of Man, except where indicated.
Subsidiary company
Hansard International Limited
Hansard Worldwide Limited (incorporated in The Bahamas)
Hansard Europe Designated Activity Company (incorporated in the Republic of
Ireland)
Hansard Development Services Limited
Hansard Administration Services Limited
The holding value of the Company's investment in its subsidiaries is assessed
annually for evidence of impairment. This assessment considers, among other
factors, the cost versus carrying value of the investment, future dividend
flows, going concern and the Value of In-Force of the Company's subsidiaries
in order to confirm there are no indicators of impairment identified.
2025 2024
Investment in Subsidiary Companies £m £m
Cost as at 1 July 72.5 72.5
Additions 0.7 -
Impairment (1.6) -
Cost as at 30 June 71.8 72.5
The Company holds an investment in Hansard Europe Designated Activity Company,
which is accounted for at cost in accordance with FRS 102 Section 9. As at 30
June 2025, management identified indicators of impairment, including a decline
in the subsidiary's net asset position below the carrying amount of the
investment.
As a result of this review, an impairment loss of £1.6m was recognised in the
profit and loss account. The revised carrying amount of the investment is
£10.8m which is equal to the fair value less cost of disposal of the
subsidiary. Management will continue to monitor the subsidiary's financial
position and reassess the carrying value of the investment at each reporting
date.
5 Amounts due from / (due to) subsidiary companies
The Company and various subsidiary companies within the Group perform services
for other Group companies in the normal course of business. All balances are
unsecured, interest free and repayable on demand.
6 Intangible assets
The historical cost of computer software is the purchase cost and the direct
cost of internal development. Computer software is recognised as an intangible
asset.
2025 2024
Carrying Values £m £m
Computer software 21.6 23.2
Computer software is stated at historical cost less amortisation and any
impairment. The historical cost of computer software is the purchase cost of
external software, together with internal development costs directly
attributable to the asset.
Amortisation is calculated so as to amortise the cost of the intangible asset,
less the estimated residual values, on a straight-line basis over the expected
useful economic life of the asset concerned and is included in administration
and other expenses in the statement of comprehensive income.
The carrying amount, residual value and useful life of the Company's
intangible asset is reviewed annually to determine whether there is any
indication of impairment, or a change in residual value or expected useful
life. If there is any indication of impairment, the asset's carrying value is
revised.
The economic lives used for this purpose are:
Computer software 15 years
2025 2024
Computer software £m £m
Cost as at 1 July 23.7 19.9
Additions - 3.8
Cost as at 30 June 23.7 23.7
Amortisation as at 1 July (0.5) -
Charge for the year (1.6) (0.5)
Amortisation as at 30 June (2.1) (0.5)
Net Book Value 21.6 23.2
The asset was brought into use as at 1 March 2024 and will be amortised over
15 years based on management's assessment of the useful economic life of the
asset.
The cost of computer software includes £13.6m of externally generated costs
(2024: £13.6m) and £10.1m of internally generated costs (2024: £10.1m).
Amortisation includes £1.2m of externally generated costs (2024: £0.3m) and
£0.9m of internally generated costs (2024: £0.2m).
7 Property, plant and equipment
Depreciation is included in the profit and loss account and calculated in line
with the accounting policy published above.
2025 2024
Carrying Values £m £m
Property, plant and equipment 0.2 0.3
Property, plant and equipment is stated at historical cost less depreciation
and any impairment. The historical cost of property, computer equipment and
fixtures & fittings is the purchase cost, together with any incremental
costs directly attributable to the acquisition.
Depreciation is calculated so as to amortise the cost of tangible assets, less
their estimated residual values, on a straight-line basis over the expected
useful economic lives of the assets concerned and is included in
administration and other expenses in the statement of comprehensive income.
The carrying amount, residual value and useful life of the Company's plant and
equipment is reviewed annually to determine whether there is any indication of
impairment, or a change in residual value or expected useful life. If there is
any indication of impairment, the asset's carrying value is revised.
The economic lives used for this purpose are:
Fixtures & fittings 4-10 years
2025 2024
Fixtures and fittings £m £m
Cost as at 1 July 1.2 1.2
Additions - -
Cost as at 30 June 1.2 1.2
Accumulated Depreciation as at 1 July (0.9) (0.8)
Charge for the year (0.1) (0.1)
Accumulated depreciation as at 30 June (1.0) (0.9)
Net Book Value 0.2 0.3
8 Share capital
2025 2024
£m £m
Authorised:
200,000,000 ordinary shares of 50p 100.0 100.0
Issued and fully paid:
137,557,079 (2024: 137,557,079) ordinary shares of 50p 68.8 68.8
During the year no shares were issued or bought back (2024: nil).
The Company has previously received clearance from the London Stock Exchange
to list a maximum of 1,200,000 shares necessary to meet its obligations to
employees under the terms of the employee share save (SAYE) scheme. As at 30
June 2025 924,123 shares remained available for listing (2024: 924,123).
9 Related party transactions
The company has wholly owned subsidiaries as referred to in Note 4. Until his
death in March 2025 Dr L S Polonsky was regarded as the controlling
shareholder of the Group, as defined by the Listing Rules of the Financial
Conduct Authority.
During the year fees totalling £0.3m (2024: £0.3m) were paid to
Non-executive Directors.
The aggregate remuneration paid to key management of the Company for the year
ended 30 June was as follows:
2025 2024
£m £m
Salaries, wages and bonuses 1.9 1.7
10 Equity settled share-based payments
10.1 SAYE program
Shareholders have approved a Save as You Earn ("SAYE") share save program for
employees. The scheme is a standard SAYE plan, approved by the Revenue
Authorities in the Isle of Man and is available to eligible employees. Under
the terms of the scheme, individuals can invest up to £500 per month for a
three or five-year period to purchase shares at a price not less than 80% of
the market price on the date of the invitation to participate.
The scheme can be operated annually, with the option price and awards criteria
normally being established in February. No scheme was issued during the years
ended 30 June 2021 to 30 June 2025. The estimated fair value of the schemes
and the imputed cost for the period under review is not material to these
financial statements.
Details are available in note 24 to the consolidated financial statements.
10.2 Incentive Plan Employee Benefit Trust
An Employee Benefit Trust was established in February 2018 to hold shares
awarded to employees as an incentive on a deferred basis. Shares awarded under
the scheme are purchased by the Trust in the open market and held until
vesting. Awards made under the scheme would normally vest after three years.
The shares are granted at fair value which is based on the market value of the
shares on that date.
2025 2024
No. of No. of
Share Awards Shares Shares
Outstanding at start of period 926,000 601,684
Granted 296,729 463,823
Forfeited - (64,608)
Vested (393,300) (74,899)
Outstanding at end of period 829,429 926,000
The Trust has been funded by way of a loan, and as at 30 June 2025 the
outstanding balance on the loan was £664,392 (30 June 2024: £554,000). As at
30 June 2025 the Trust held 1,086,914 shares (2024: 1,257,000). 393,300
shares vested and were transferred during the year ended 30 June 2025 (2024:
74,899 vested but not yet transferred).
2025 2024
No. of No. of
Shares Held by the Trust Shares Shares
Outstanding at start of period 1,257,000 557,000
Purchased 223,214 700,000
Transferred following vesting (393,300) -
Outstanding at end of period 1,086,914 1,257,000
During the period the expense arising from share-based payment transactions
was £0.2m (2024: £0.1m).
11 Events after the reporting period
This report for the year ended 30 June 2025 was approved for issue on 24
September 2025. No material events have occurred between the reporting date
and the issue date that require disclosure under IAS 10.
OTHER INFORMATION
Risk Based Solvency Capital
A) Risk Based Solvency capital position
The Group is subject to the Isle of Man Insurance (Group Supervision)
Regulations 2019.
It has adopted the default consolidated accounts method ("Method 1") to
calculate the Group Solvency Capital Requirement ("SCR") and Own Funds as
required by these regulations. The solvency position as 30 June 2025 has been
reported below on this basis.
The Group shareholder Risk Based Solvency surplus at 30 June 2025 was £45.6m
(30 June 2024: £39.4m) before allowing for payment of the 2025 final ordinary
dividend.
All Risk Based Solvency and related data presented in this section is subject
to change prior to submission to regulatory authorities.
30 June 30 June
Group Risk Based Solvency capital position 2025 2024
Total Total
£m £m
Own Funds 111.4 119.6
Solvency Capital Requirement 65.8 80.2
Free assets 45.6 39.4
Solvency ratio (%) 169% 149%
All Own Funds are considered Tier 1 capital.
The following compares Own Funds as at 30 June 2025 and 30 June 2024:
30 June 30 June
2025 2024
Own Funds Own Funds
£m £m
Value of In-Force 103.1 110.8
Risk Margin (8.7) (12.6)
Net Worth 17.0 21.4
Total 111.4 119.6
B) Analysis of movement in Group Solvency surplus
A summary of the movement in Group Solvency surplus from £39.4m at 30 June
2024 to £45.6m at 30 June 2025 is set out in the table below.
£m
Risk Based Solvency surplus at 30 June 2024 39.4
Operating experience 8.7
Investment performance 2.1
Changes in assumptions 4.4
Impact of dividends paid (5.4)
Foreign exchange (3.6)
Risk Based Solvency surplus at 30 June 2025 45.6
The movement in Group Risk Based Solvency surplus the 2025 financial year was
the result of operating experience, changes in assumptions and investment
performance, offset by changes in dividends paid and movements in FX rates.
Included within Operating experience is £18.7m due to modelling changes
driven predominantly by an improvement as to how mass lapse is modelled in the
calculation of the Solvency Capital Requirements. The change in assumptions is
mainly driven by an increase in charge assumption, expense inflation
assumption, marketing allowance and risk margin.
New business written had a negative £5.1m impact on solvency surplus for the
period.
C) Analysis of Group Solvency Capital Requirement
The analysis of the Group's Solvency Capital Requirement ("SCR") by risk type
is as follows:
Split of the Group's Solvency Capital Requirement * 30 June 30 June
2025 2024
Risks % of SCR % of SCR
Market
Equity 46% 46%
Currency 17% 12%
Insurance
Lapse 35% 48%
Expense 19% 19%
Default 2% 2%
Operational 29% 19%
* Figures are the capital requirements prior to diversification benefits
expressed as a percentage of the final diversified SCR.
D) Reconciliation of IFRS equity to Group Risk Based Solvency
Shareholder Own Funds
30 June 30 June
2025 2024
£m £m
IFRS shareholders' equity 16.5 20.8
Elimination of DOC (106.3) (112.1)
Elimination of DIR 136.8 140.2
Value of In-Force 103.1 110.8
Liability valuation differences* (3.6) (3.4)
Impact of risk margin (8.7) (12.6)
Other** (26.4) (24.1)
Risk Based Solvency Shareholder Own Funds 111.4 119.6
* Liability valuation differences relate to additional provisions made for
risk-based capital purposes, notably for contingent liabilities.
** Other is related to Intangible Assets not recognised on the solvency
balance sheet.
E) Sensitivity analysis
The sensitivity of the Own Funds of the Group and of the Group's life
insurance subsidiaries to significant changes in market conditions is as
follows:
30 June 30 June
2025 2024
Group Group
£m £m
Own Funds 111.4 119.6
Impact of:
10% instantaneous fall in equity markets (8.5) (8.3)
100 basis points decrease in interest rates (0.5) (0.4)
10% increase in expenses (6.8) (7.2)
1% increase in expense inflation (4.6) (4.6)
10% strengthening of sterling (9.2) (9.6)
Glossary
Annualised premium equivalent ("APE")
An industry measure of insurance new business sales. It is calculated as the
sum of regular premiums and 10% of single premiums written in the year.
Assets under administration ("AUA")
A measure of the total assets that the Group administers on behalf of contract
holders, who have selected an external third-party investment manager.
Compensation Credit ("CC")
The Group's prime indicator of calculating new business production, weighted
where appropriate. This indicates the relative value of each piece of new
business and is used, therefore, in the calculation of commission payable.
Corporate Governance Code ("the Code")
The UK Corporate Governance Code sets out guidance in the form of principles
and provisions on how companies should be directed and controlled to follow
good governance practice. The Financial Reporting Council requires companies
listed in the UK to disclose how they have applied principles of the Code and
whether they have complied with its provisions throughout the accounting year.
Where the provisions have not been complied with, companies must provide an
explanation for this.
Covered business
The in-force business of the Group, including all contracts issued by the
Group's life insurance subsidiaries and subsidiaries providing administration,
distribution and other services, as at the valuation date. It excludes the
value of any future new business that the Group may write after the valuation
date.
Deferred origination costs ("DOC")
The method of accounting whereby origination costs of long-term business are
deferred in the balance sheet as an asset and amortised over the life of those
contracts. This leads to a smoothed recognition of up-front expenses instead
of the full cost in the year of sale.
Deferred income ("DIR")
The method of accounting whereby front-end fees that relate to services to be
provided in future periods are deferred in the balance sheet as a liability
and amortised over the life of those contracts. This leads to a smoothed
recognition of up-front income instead of the full income in the year of sale.
Discounting
The reduction to present value at a given date of a future cash transaction at
an assumed rate, using a discount factor reflecting the time value of money.
Earnings per share ("EPS")
EPS is a commonly used financial metric which can be used to measure the
profitability and strength of a company over time. EPS is calculated by
dividing profit by the number of ordinary shares. Basic EPS uses the weighted
average number of ordinary shares outstanding during the year. Diluted EPS
adjusts the weighted average number of ordinary shares outstanding to assume
conversion of all dilutive potential ordinary shares, for example share awards
and share options awarded to employees.
Economic assumptions
Assumptions in relation to future interest rates, investment returns,
inflation, and tax.
Enterprise risk management ("ERM") programme.
The Framework of governance, risk management and internal control arrangements
implemented by the Group to promote identification, monitoring and management
of existing and emerging risks.
Group
Hansard Global plc and its subsidiaries.
Growth investment spend
Costs we incur investing in the future of our business, including technology
to support our growth.
Independent Financial Advisors ("IFAs")
A person or organisation authorised to give advice on financial matters and to
sell the products of financial service providers. Outside the UK IFAs may be
referred to by other names.
In-force
Long-term business which has been written before the period end and which has
not terminated before the period end.
International Financial Reporting Standards ("IFRS")
International Financial Reporting Standards are accounting standards issued by
the International Accounting Standards Board ("IASB"). The Group's
consolidated financial statements are required to be prepared in accordance
with IFRS as adopted by the United Kingdom to allow comparable reporting
between companies.
IFRS equity per share
Total IFRS equity divided by the diluted number of issued shares at the end of
the period.
Key performance indicator ("KPI")
This is one of a number of measures by reference to which the development,
performance or position of the business can be measured effectively.
Maintenance expenses
Expenses related to the servicing of the in-force book of business (including
investment and termination expenses and a share of overheads).
Net worth
The market value of the shareholders' funds, determined on an IFRS basis,
adjusted to exclude certain assets such as the deferred origination costs and
liabilities such as deferred income and to add back any non-admissible assets.
This has been adjusted for statutory reserves on the "Own Funds" basis.
New business contribution ("NBC")
The expected present value of all future cash flows attributable to
shareholders from new business. NBC is calculated after the effect of any
frictional costs. Unless otherwise stated, it is also quoted net of tax. It is
calculated at point of sale. NBC is shown after allowing for the cost of
required capital, calculated on the same basis as in-force business.
New business margin ("NBM")
NBC expressed as a percentage of PVNBP. This measures whether new business
written is adding value or eroding value. It is a measure of profitability
(not profit), comparing the expected profit (or losses) with the value of
expected premiums.
New business strain ("NBS")
Costs involved in acquiring new business (such as commission payments to
intermediaries, expenses, and reserves) affecting the insurance company's
financial position at that point and where all of the income from that new
business (including premiums and investment income) has not yet been received
and will not be received until a point in the future. To begin with,
therefore, a strain may be created where cash outflows exceed inflows.
Origination costs
Expenses related to the procurement and processing of new business written
including a share of overheads. Sometimes known as acquisition costs.
Own Funds
Those funds as defined under Solvency II, comprising Basic Own Funds and
Ancillary Own Funds. Basic Own Funds consist of the excess of assets over
liabilities as valued in accordance with Solvency II rules. Ancillary Own
Funds consist of items other than Basic Own Funds which can be called up to
absorb losses such as unpaid share capital or letters of credit and
guarantees. The Group does not have any such Ancillary Own Funds.
Present value of new business premiums ("PVNBP")
The industry measure of insurance new business sales under the European
Embedded Value methodology. It is calculated as 100% of single premiums plus
the expected present value of new regular premiums.
Regular premium
A regular premium contract (as opposed to a single premium contract), is one
where the contract holder agrees at inception to make regular payments
throughout the term of the contract.
Risk Based Solvency
Solvency calculated according to the Isle of Man Insurance (Long-term business
Valuation and Solvency) Regulations 2021. A solvency regime designed to be
capable of a positive Solvency II equivalence assessment.
Risk discount rate
The present value of a future cash amount depends on its currency and the time
until it will become available. The present value is determined using a
discount rate that reflects currency and timing. Discount rates are set based
on swap rates for the relevant currency determined at year-long intervals for
amounts in GBP, EUR, USD and JPY up to year 30, and the year 30 rate
thereafter. This covers over 95% of the future expected cash amounts by funds
under management: other currencies are assumed to be subject to the GBP rate.
Year 1 rates are used to unwind the existing business and are shown separately
in the disclosures.
Single premium
A single premium contract (as opposed to a regular premium contract (see
above)), involves the payment of one premium at inception with no obligation
for the contract holder to make subsequent additional payments.
Solvency II
The EU-wide regulatory regime which aims to more closely align solvency
capital to an insurer's risk profile. It came into force on 1 January 2016.
Underlying IFRS Profit
IFRS profit before tax less non-recurring expenses. This is considered an
appropriate alternative measure as it shows the Group IFRS profitability on a
"Business As Usual" basis.
Unit-linked policy
A policy where the benefits are determined by reference to the investment
performance of a specified pool of assets referred to as the unit-linked fund.
Value of In-force ("VIF")
The present value of expected future shareholder profits less the present
value cost of holding capital required to support the in-force business.
Financial Calendar
Financial Calendar for the financial year ending 30 June 2026
Annual General Meeting 5 November 2025
Payment date for final dividend 13 November 2025
Publication of half-yearly results 5 March 2026
Declaration of interim dividend 5 March 2026
Ex-dividend date for interim dividend 12 March 2026
Record date for interim dividend 13 March 2026
Payment of interim dividend 23 April 2026
Announcement of results for the year ended 30 June 2024 24 September 2026
Declaration of final dividend 24 September 2026
Ex-dividend date for final dividend 1 October 2026
Record date for final dividend 2 October 2026
Annual General Meeting 4 November 2026
Payment date for final dividend 12 November 2026
Contacts and Advisors
Registered Office Media Enquiries
55 Athol Street Camarco
40 Strand
Douglas
London
Isle of Man
WC2N 5RW
IM99 1QL
Tel: +44 (0)20 3757 4980
Tel: +44 (0)1624 688000
Fax: +44 (0)1624 688008
www.hansard.com
Non-executive Chair Broker
Philip Kay Panmure Liberum Limited
Philip.Kay@hansard.com Ropemaker Place, Level 12
25 Ropemaker Street
London
EC2Y 9LY
Tel. +44 (0)20 7886 2500
Financial Advisor Registrar
Rothschild & Co MUFG Corporate Markets
New Court PO Box 227
St Swithin's Lane Peveril Buildings
London Peveril Square
EC4N 8AL Douglas
Tel: +44 (0)20 780 1966 Isle of Man
IM99 1RZ
Tel (UK): 0871 664 0300*
Tel: +44 (0)20 8639 3399
Independent Auditor
KPMG Audit LLC
Heritage Court
41 Athol Street
Douglas
Isle of Man
IM1 1LA
Tel: +44 (0)1624 681000
*NB: 0871 Number - calls cost 12p per minute plus network extras. If you are UK Transfer Agent
outside the United Kingdom, please call +44 371 664 0300. Calls outside the
United Kingdom will be charged at the applicable international rate. The MUFG Corporate Markets
helpline is open between 9.00 am - 5.30 pm, Monday to Friday excluding public
holidays in England and Wales. Central Square,
29 Wellington St,
Leeds LS1 4DL
Tel (UK): 0871 664 0300 *
Tel: +44 (0)20 8639 3399
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. END FR KZGZLFDDGKZZRecent news on Hansard Global
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