Annual / Quarterly Financial Statement • Mar 9, 2023
Annual / Quarterly Financial Statement
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Registered in Scotland No. SC119505
| Page | ||
|---|---|---|
| Directors and officer | 3 | |
| Strategic report | 4 | |
| Directors' report | 6 | |
| Independent auditors' report | 8 | |
| Accounting policies | 12 | |
| Income statement | 15 | |
| Statement of comprehensive income | 16 | |
| Statement of changes in equity | 17 | |
| Statement of financial position | 18 | |
| Statement of cash flows | 19 | |
| Notes to the financial statements | 20 | |
| 1 | Investment Income | 20 |
| 2 | Employee information | 20 |
| 3 | Directors' remuneration | 20 |
| 4 | Auditors' remuneration | 20 |
| 5 | Tax charge | 20 |
| 6 | Dividends | 21 |
| 7 | Earnings per share | 21 |
| 8 | Receivables and other financial assets | 21 |
| 9 | Ordinary share capital | 21 |
| 10 | Preference share capital | 22 |
| 11 | Retained earnings | 22 |
| 12 | Tax assets / (liabilities) | 22 |
| 13 | Risk management | 22 |
| 14 | Related party transactions | 23 |
| 15 | Subsequent events | 24 |
Annual Report and Financial Statements 2022
The directors of the company who were in office during the year and up to the date of signing the financial statements were:
K A Cooper
A Dinwiddie
N Harrison
K L Graham
PricewaterhouseCoopers LLP 7 More London Riverside London SE1 2RT
| Pitheavlis | |
|---|---|
| Perth | |
| Scotland | |
| PH2 0NH |
Registered in Scotland no. SC119505
General Accident plc ("the Company") is a member of the Aviva plc group of companies ("the Group").
The directors present their strategic report for the Company for the year ended 31 December 2022.
The Company is a wholly-owned subsidiary of Aviva plc. Its principal activity is the provision of loans to its parent company. During 2022, the income of the Company continued to consist of interest received on a loan made to its parent company. The Company continues to have preference shares listed on the London Stock Exchange.
The financial position of the Company at 31 December 2022 is shown in the statement of financial position on page 18, with the trading results shown in the income statement on page 15 and the statement of cash flows on page 19.
A dividend of £45 million (2021: £45 million) on the ordinary shares of the Company was declared and settled by way of an intercompany transaction to the Company's parent, Aviva plc. The dividend was settled on 31 December 2022.
Preference dividends of £21 million (2021: £21 million) were approved on behalf of the Company by its parent, Aviva plc. Refer to note 6 of the financial statements.
Strategies for the Group, i.e. Aviva plc, and its subsidiaries, joint ventures and associates, as a whole are determined by the Board of Aviva plc and these are shown in the Aviva plc Annual Report and Accounts 2022 and Results Announcement for the year ended 31 December 2022. The Company will work with the Group to support the implementation of these strategies. The directors consider that the Company's principal activities will continue unchanged for the foreseeable future.
It is anticipated that the Company's significant financial assets will continue to comprise amounts due from its parent company, Aviva plc.
A description of the principal risks and uncertainties facing the Company and the Company's risk management policies are set out in note 13 to the financial statements.
Risk factors beyond the Company's control that could cause actual results to differ materially from those estimated include, but are not limited to:
– Credit risk: The net asset value of the Company's financial resources is exposed to the potential default on the loan and short-term receivables due from its parent, Aviva plc. The external issuer credit rating of Aviva plc (representing an issuer's ability to meet its overall financial commitments as they fall due) is A, and as such the risk of counterparty default is considered remote.
In addition, the loan amounting to £9,439 million (2021: £9,484 million) is secured by a legal charge against the ordinary share capital of Aviva Group Holdings Limited mitigating the risk of loss in the event of Aviva plc defaulting. Due to the nature of the loan, and the fact that it is intended to be held until settled by Aviva plc (on maturity or earlier if redeemed before maturity) and not traded, the Company is not exposed to the risk of changes to the market value caused by changing perceptions of the credit worthiness of Aviva plc. There were no expected credit losses at either 31 December 2022 or 31 December 2021.
– Interest rate risk: The net asset value of the Company's financial resources is exposed to potential fluctuations in interest rates impacting investment income.
We report here on how our Directors have discharged their duties under Section 172 of the Companies Act 2006.
S.172 sets out a series of matters to which the directors must have regard to in performing their duty to promote the success of the Company for the benefit of its shareholders, which includes having regard to other stakeholders.
Our Board considers it crucial that the Company maintains a reputation for high standards of business conduct. The Board is responsible for monitoring and upholding the culture, values, standards, ethics and reputation of the Company to ensure that our obligations to our shareholders, customers and other stakeholders are met and Management drives the embedding of the desired culture throughout the organisation. The Board monitors adherence to our policies and compliance with local corporate governance requirements and is committed to acting where our businesses fall short of the standards we expect.
The Board is also focussed on the wider social context within which our businesses operate, including those issues related to climate change which are of fundamental importance to the planet's well-being.
Our culture is shaped, in conjunction with the wider Aviva Group, by our clearly defined purpose – with you today for a better tomorrow. As the provider of financial services to millions of customers, Aviva seeks to earn their trust by acting with integrity and a sense of responsibility at all times. We look to build relationships with all our stakeholders based on openness and transparency and we value diversity and inclusivity in our workforce and beyond.
The Company has no employees. All UK employees engaged in the activities of the Company are employed by subsidiary undertakings of Aviva plc. Disclosures relating to employees may be found in the annual report and financial statements of these companies.
The Company has no direct customers.
(iii) Suppliers
All Group supplier related activity is managed in line with the Group's Procurement & Outsourcing Business Standard. This ensures that supply risk is managed appropriately including in relation to customer outcomes, data security, corporate responsibility, financial, operational, contractual, and brand damage caused by inadequate oversight or supplier failure.
An important part of the Group's culture is the promotion of high legal, ethical, environmental and employee related standards within our business and also among our suppliers. Before working with any new suppliers, we provide them with our Supplier Code of Behaviour, and our interaction with them is guided by our Business Code of Ethics.
The Board reviews the actions the Group has taken to prevent modern slavery and associated practices in any part of our supply chain and approves the Group's Modern Slavery Act statement each year.
The Board considers the long-term impact of corporate actions and decisions on our shareholders. During 2022 the Board has approved preference dividends of £21 million.
Our ultimate equity shareholder is Aviva plc and there is ongoing communication and engagement with the Aviva plc Board. Any matters requiring escalation are escalated by the Board through the Chairman to its parent. Additionally, members of the Aviva plc board can attend board meetings by invitation.
The directors consider that the Company's key performance indicators (KPIs) that communicate the financial performance are as follows:
| 2022 | 2021 | |
|---|---|---|
| Measure | ||
| Effective interest rate earned on loans (%) 0.70 |
0.70 |
Effective interest represents the interest received in the year as a proportion of the weighted average loan principal. The rate has remained constant in 2022, as the loan is set at a fixed interest rate of 0.70% until 31 December 2022. A loan amendment, in December 2022, extended the loan maturity to 31 December 2027 and changed the interest rate to a floating rate based on the SONIA swap rate effective from 1 January 2023.
On behalf of the Board on 8 March 2023
A Dinwiddie
Director
Annual Report and Financial Statements 2022
The directors submit their annual report and the audited financial statements for the Company for the year ended 31 December 2022. This directors' report also comprises of the management report required under the Disclosure and Transparency Rule 4.1.5R.
The names of the current directors of the Company are shown on page 3.
Details of Board appointments and resignations during the year and since the year end are shown below:
| A Dinwiddie | Appointed as a director on 1 March 2022 |
|---|---|
| N Harrison | Appointed as a director on 1 March 2022 |
| J M Windsor | Resigned as a director on 20 May 2022 |
In accordance with the Company's articles of association, at the forthcoming Annual General Meeting, all directors will retire from office and, being eligible, will offer themselves for re-election.
The name of the company secretary of the Company is shown on page 3.
Interim ordinary dividends totalling £45 million on the Company's ordinary shares were declared and settled during 2022 (2021: £45 million). The directors do not recommend a final dividend on the Company's ordinary shares for the year ended 31 December 2022 (2021: £nil). The total cost of dividends paid during the year, including preference dividends of £21 million (2021: £21 million), amounted to £66 million (2021: £66 million).
The Company's business activities, together with the factors likely to affect its future development, performance and position are set out in the strategic report, which includes a section describing the principal risks and uncertainties. In addition, the financial statements include notes on the Company's management of its major risks (see note 13).
The Company and its immediate parent, Aviva plc, have considerable financial resources together with a diversified business model, with a spread of businesses and geographical reach. The directors believe that the Company is well placed to manage its business risks successfully.
After making enquiries, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for a period of at least twelve months from the date of approval of the financial statements. For this reason, they continue to adopt, and to consider appropriate, the going concern basis in preparing the financial statements.
Likely future developments in the business of the Company are discussed in the strategic report on page 4.
The Company has no employees. All UK employees engaged in the activities of the Company are employed by subsidiary undertakings of Aviva plc.
At the Annual General Meeting held on 20 May 2022, shareholders renewed the Company's authority to make market purchases of up to 140 million 8 7 /8% cumulative irredeemable preference shares of £1 each and up to 110 million 7 7 /8% cumulative irredeemable preference shares £1 each. At the 2023 Annual General Meeting, shareholders will be asked to renew these authorities for another year.
In accordance with section 418 of the Companies Act 2006, the directors in office at the date of approval of this report confirm that, so far as they are each aware, there is no relevant audit information of which the Company's External Auditors, PricewaterhouseCoopers LLP, are unaware and each director has taken all steps that ought to have been taken as a director in order to make themselves aware of any relevant audit information and to establish that PricewaterhouseCoopers LLP are aware of that information.
Under the Competition and Markets Authority Regulations, the Company's ultimate parent company, the Group is required to tender for the provision of the external audit every 10 years. PricewaterhouseCoopers LLP was appointed for the first time for the 31 December 2012 financial year end and, therefore, a mandatory re-tender was required for the year ended 31 December 2022. The audit tender process was initiated during 2020 but COVID-19 restrictions caused delays and Aviva sought a two year extension from the FRC which was granted. Following a full and rigorous competitive tender process, which was overseen by the Group's Audit Committee, the selection of Ernst & Young LLP from the year ending 31 December 2024 was approved by the Group Board. PricewaterhouseCoopers LLP will continue in its role and, subject to reappointment by the Company's shareholders at the 2023 Annual General Meeting, will undertake the audit for the financial year ending 31 December 2023.
In 2004, Aviva plc, the Company's immediate parent, granted an indemnity to the directors against liability in respect of proceedings brought by third parties, subject to the conditions set out in the Companies Act 1985, which continue to apply in relation to any provision made before 1 October 2007. This indemnity is a "qualifying third-party indemnity" for the purposes of section 309A to section 309C of the Companies Act 1985. These qualifying third-party indemnity provisions remain in force as at the date of approving the directors' report by virtue of paragraph 15, Schedule 3 of The Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007.
The directors are responsible for preparing the strategic report, directors' report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the financial statements in accordance with UK-adopted international accounting standards. Under company law, 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 Company and of the profit or loss of the Company for that period. In preparing the financial statements, the directors are required to:
The directors are responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006.
The directors are responsible for the maintenance and integrity of the company's financial statements published on the ultimate parent company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Each of the directors, whose names and functions are listed in Directors and officers confirm that, to the best of their knowledge:
The Company is a wholly-owned subsidiary of Aviva plc, a company with a premium listing on the London Stock Exchange, and as such is subject to Aviva plc's system of risk management, internal control and financial reporting. Aviva plc is subject to the UK Corporate Governance Code. The Aviva plc Annual Report and Accounts set out details of how the Aviva Group has applied the principles and complied with the provisions of the UK Corporate Governance Code during 2022. Further information on the Code can be found on the Financial Reporting Council's website, www.frc.org.uk.
On behalf of the Board on 8 March 2023
A Dinwiddie
Director
In our opinion, General Accident plc's financial statements:
We have audited the financial statements, included within the Annual Report and Financial Statements 2022 (the "Annual Report"), which comprise: the statement of financial position as at 31 December 2022; the income statement, the statement of comprehensive income, the statement of cash flows, the statement of changes in equity for the year then ended; the accounting policies; and the notes to the financial statements.
Our opinion is consistent with our reporting to the Group Audit Committee of Aviva plc.
We conducted our audit in accordance with International Standards on Auditing (UK) ("ISAs (UK)") and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We remained independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC's Ethical Standard, as applicable to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC's Ethical Standard were not provided.
We have provided no non-audit services to the company in the period under audit.
General Accident plc functions primarily to provide loans to its Parent Company, Aviva plc. Its sole income stream is the interest on these loans.
Audit scope
• We designed our audit by determining materiality and assessing the risks of material misstatements in the financial statements. In particular, we looked at where the directors made subjective judgements, for example in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain.
• Revenue Recognition
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements.
Key audit matters are those matters that, in the auditors' professional judgement, were of most significance in the audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we make on the results of our procedures thereon, were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
The key audit matters below are consistent with last year.
| Key audit matter | How our audit addressed the key audit matter |
|---|---|
| Revenue Recognition | |
| The revenue relates to interest income due from a loan with Aviva plc. The audit of revenue is a focus of our audit given the magnitude of the balance in the income statement. The income is based on contractual agreements and has minimal degree of judgement. |
We substantively tested revenue by performing the following: a. We tested revenue by agreeing to the finance costs, related to the intercompany loan, of the internal counterparty; b. We reviewed the agreements for the loan and agreed key terms used in the computation of income to the contract; c. We reviewed any changes to the original agreement including the interest rates and tenure extension via review of board minutes and contract amendments; d. We performed recalculation of the interest income; and e. Tested journals to accounting ledger. Based on the work performed, no material issues were identified. |
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account the structure of the company, the accounting processes and controls, and the industry in which it operates.
We performed a full scope audit of the company using the overall materiality of £139 million.
As part of our audit we made enquiries of management to understand the extent of the potential impact of climate risk on the company's financial statements, and we remained alert when performing our audit procedures for any indicators of the impact of climate risk. Our procedures did not identify any material impact as a result of climate risk on the company's financial statements.
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
| Overall company materiality | £139,000,000 (2021: £139,000,000). |
|---|---|
| How we determined it | 1% of total assets |
| Rationale for benchmark applied |
In determining our materiality, we considered financial metrics which we believed to be relevant, and concluded, consistent with last year, total assets is the most relevant benchmark given the users are principally concerned with the asset position of the Company to pay preference dividends |
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example in determining sample sizes. Our performance materiality was 75% (2021: 75%) of overall materiality, amounting to £104,250,000 (2021: £104,250,000) for the company financial statements.
In determining the performance materiality, we considered a number of factors - the history of misstatements, risk assessment and aggregation risk and the effectiveness of controls - and concluded that an amount at the upper end of our normal range was appropriate.
We agreed with the Group Audit Committee of Aviva plc that we would report to them misstatements identified during our audit above £6,950,000 (2021: £7,000,000) as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.
Our evaluation of the directors' assessment of the company's ability to continue to adopt the going concern basis of accounting included:
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the company's ability to continue as a going concern.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises all of the information in the Annual Report other than the financial statements and our auditors' report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report based on these responsibilities.
With respect to the Strategic report and Directors' report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below.
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors' report for the year ended 31 December 2022 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic report and Directors' report.
As explained more fully in the Statement of directors' responsibilities in respect of the financial statements, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they determine what is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (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 the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to noncompliance with the reporting requirements of the Companies Act 2006, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as Companies Act 2006. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to risk of fraud due to management override of control. Audit procedures performed by the engagement team included:
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing techniques. However, it typically involves selecting a limited number of items for testing, rather than testing complete populations. We will often seek to target particular items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion about the population from which the sample is selected.
A further description of our responsibilities for the audit of the financial statements is located on the FRC's website at: www.frc.org.uk/ auditorsresponsibilities. This description forms part of our auditors' report.
This report, including the opinions, has been prepared for and only for the company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
Under the Companies Act 2006 we are required to report to you if, in our opinion:
We have no exceptions to report arising from this responsibility.
Following the recommendation of the Group Audit Committee of Aviva plc, we were appointed by the members on 22 March 2012 to audit the financial statements for the year ended 31 December 2012 and subsequent financial periods. The period of total uninterrupted engagement is 11 years, covering the years ended 31 December 2012 to 31 December 2022.
Alexis Gish (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
8 March 2023
The Company is a public limited company incorporated and domiciled in the United Kingdom ("UK") and limited by shares. The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented, unless otherwise stated.
The financial statements of the Company have been prepared and approved by the directors in accordance with UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006 and the disclosure guidance and transparency rules sourcebook of the United Kingdom's Financial Conduct Authority.
On 31 December 2020, IFRS as adopted by the EU at that date was brought into UK law and became UK-adopted International Accounting Standards, with future changes being subject to endorsement by the UK Endorsement Board. The Company transitioned to UK-adopted international accounting standards on 1 January 2021.
Having assessed the principal risks, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for a period of at least twelve months from the date of approval of the financial statements. For this reason, the Company continues to adopt the going concern basis in preparing the financial statements.
The Company's financial statements are stated in pounds sterling, which is the Company's functional and presentational currency. Unless otherwise noted, the amounts shown in these financial statements are in millions of pounds sterling (£m).
The company has adopted the following amendments to standards which became effective for the annual reporting period beginning on 1 January 2022. The amendments have been issued and endorsed by the UK and do not have a significant impact on the financial statements.
The following new standards and amendments to existing standards have been issued, are not yet effective and are not expected to have a significant impact on the Company's financial statements:
(i) Amendments to IAS 1 Presentation of Financial Statements: Disclosure of Accounting Policies
Published by the IASB in January 2020. The amendments are effective for annual reporting beginning on or after 1 January 2023 and have been endorsed by the UK.
(ii) Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates
Published by the IASB in February 2021. The amendments are effective for annual reporting beginning on or after 1 January 2023 and have been endorsed by the UK.
(iii) Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction
Published by the IASB in May 2021. The amendments are effective for annual reporting beginning on or after 1 January 2023 and have been endorsed by the UK.
(iv) Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current
Published by the IASB in January 2020. The amendments are effective for annual reporting beginning on or after 1 January 2024 and have yet to be endorsed by the UK.
(v) Amendments to IAS 1 Presentation of Financial Statements: Non-current Liabilities with Covenants
Published by the IASB in October 2022. The amendments are effective for annual reporting beginning on or after 1 January 2024 and have yet to be endorsed by the UK.
(vi) Amendments to IFRS 16: Lease Liability in a Sale and Leaseback
Published by the IASB in September 2022. The amendments are effective for annual reporting beginning on or after 1 January 2024 and have yet to be endorsed by the UK.
The preparation of financial statements requires the Company to select accounting policies and make estimates and assumptions that affect items reported in the income statement, statement of financial position, other primary statements and notes to the financial statements.
The Company does not have any critical accounting policies and does not rely on estimation or assumption in these financial statements.
Investment income consists of interest receivable for the year. Interest receivable is recognised as it accrues, taking into account the effective yield on the investment.
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is derecognised where:
A financial liability is derecognised when the obligation under the liability is discharged or cancelled, or expires.
Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is a currently enforceable legal right to set off the recognised amounts and there is the ability and intention to settle on a net basis, or realise the asset and settle the liability simultaneously.
Receivables and other financial assets are recognised initially at their fair value. Subsequent to initial measurement receivables, excluding those loans due from Group operations held at fair value as described below, are measured at amortised cost using the effective interest rate method, less expected credit losses.
Loans with fixed maturities are recognised when cash is advanced to borrowers. Loans where repayments consist solely of principal or interest are subsequently measured at amortised cost using the effective interest rate method. Loans with indefinite future lives are carried at unpaid principal balances. All other loans are held at FVTPL based on the outcome of a business model assessment, or where the contractual cash flows are not solely payment of principal and interest.
The Company reviews the carrying value of loans held at amortised cost at each balance sheet date. Impairment is calculated using forward looking expected credit losses. To the extent that a loan is considered to be uncollectable, it is written down as impaired through the Income Statement. Any subsequent recoveries are credited to the income statement.
Contingent liabilities are disclosed if there is a possible future obligation as a result of a past event, or if there is a present obligation as a result of a past event but either a payment is not probable, or the amount cannot be reasonably estimated.
The current tax expense is based on the taxable profits for the year, after any adjustments in respect of prior years. Tax, including tax relief for losses if applicable, is allocated over profits before taxation and amounts charged or credited to components of other comprehensive income and equity as appropriate.
Provision is made for deferred tax liabilities, or credit taken for deferred tax assets, using the liability method, on all material temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements.
The rates enacted or substantively enacted at the statement of financial position date are used to value the deferred tax assets and liabilities.
Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. Where there is a history of tax losses, deferred tax assets are only recognised in excess of deferred tax liabilities if there is convincing evidence that future profits will be available.
Deferred tax is provided on any temporary differences arising from investments in subsidiaries, associates and joint ventures, except where the timing of the reversal of the temporary difference can be controlled and it is probable that the difference will not reverse in the foreseeable future.
Deferred taxes are not provided in respect of any temporary differences arising from the initial recognition of goodwill, or from the initial recognition of an asset or liability in a transaction which is not a business combination and affects neither accounting profit nor taxable profit or loss at the time of the transaction.
Current and deferred tax relating to items recognised in other comprehensive income and directly in equity are similarly recognised in other comprehensive income and directly in equity respectively. Deferred tax related to any fair value re-measurement of investments held at fair value through other comprehensive income, owner-occupied properties, pensions and other post-retirement obligations and other amounts charged or credited directly to other comprehensive income is recognised in the statement of financial position as a deferred tax asset or liability.
An equity instrument is a contract that evidences a residual interest in the assets of an entity after deducting all its liabilities. Accordingly, a financial instrument is treated as equity if:
Interim dividends on ordinary shares are recognised in equity in the period in which they are paid. Final dividends on these shares are recognised when they have been approved by shareholders. Dividends on preference shares are recognised in the period in which they are declared and approved.
Basic earnings per share is calculated by dividing net income available to ordinary shareholders by the weighted average number of ordinary shares in issue during the year. Details are given in note 7.
For the diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares, such as convertible debt and share options granted to employees. Potential or contingent share issuances are treated as dilutive when their conversion to shares would decrease net earnings per share.
Annual Report and Financial Statements 2022
For the year ended 31 December 2022
| Notes | 2022 | 2021 |
|---|---|---|
| £m | £m | |
| C & 1 | 66 | 66 |
| — | — | |
| 66 | 66 | |
| G & 5 | — | — |
| 66 | 66 | |
| I & 7 | 0.24 | 0.24 |
| I & 7 | 0.24 | 0.24 |
For the year ended 31 December 2022
| 2022 | 2021 | |
|---|---|---|
| £m | £m | |
| Profit for the year | 66 | 66 |
| Total comprehensive income for the year | 66 | 66 |
The accounting policies (identified alphabetically) on pages 12 to 14 and notes (identified numerically) on pages 20 to 24 are an integral part of the financial statements.
Annual Report and Financial Statements 2022
For the year ended 31 December 2022
| Notes | Ordinary Share Capital |
Preference Share Capital |
Share premium |
Retained earnings |
Total equity |
|
|---|---|---|---|---|---|---|
| £m | £m | £m | £m | £m | ||
| Balance at 1 January 2021 | 4,781 | 250 | 8,859 | 42 | 13,932 | |
| Profit for the year | — | — | — | 66 | 66 | |
| Total comprehensive income for the year | — | — | — | 66 | 66 | |
| Dividends paid | H & 6 | — | — | — | (66) | (66) |
| Balance at 31 December 2021 | 4,781 | 250 | 8,859 | 42 | 13,932 | |
| Profit for the year | — | — | — | 66 | 66 | |
| Total comprehensive income for the year | — | — | — | 66 | 66 | |
| Dividends paid | H & 6 | — | — | — | (66) | (66) |
| Balance at 31 December 2022 | 4,781 | 250 | 8,859 | 42 | 13,932 |
Annual Report and Financial Statements 2022
As at 31 December 2022
| Notes | 2022 | 2021 | |
|---|---|---|---|
| £m | £m | ||
| Assets Non current assets |
|||
| Receivables and other financial assets | E & 8 | 13,911 | 13,911 |
| Current assets | |||
| Receivables and other financial assets | E & 8 | 21 | 21 |
| Total assets | 13,932 | 13,932 | |
| Equity | |||
| Capital | |||
| Ordinary share capital | H & 9 | 4,781 | 4,781 |
| Preference share capital | H & 10 | 250 | 250 |
| Share premium | 8,859 | 8,859 | |
| Retained earnings | 11 | 42 | 42 |
| Total equity | 13,932 | 13,932 | |
| Liabilities | |||
| Total liabilities | — | — | |
| Total equity and liabilities | 13,932 | 13,932 |
The financial statements on pages 15 to 24 were approved by the Board of Directors on 8 March 2023 and signed on its behalf by
A Dinwiddie
Director
Registered in Scotland No. SC119505
For the year ended 31 December 2022
| 2022 | 2021 | |
|---|---|---|
| £m | £m | |
| Total net cash used in operating activities | — | — |
| Total net cash used in investing activities | — | — |
| Total net cash used in financing activities | — | — |
| Total net increase/(decrease) in cash and cash equivalents | — | — |
| Cash and cash equivalents at 1 January | — | — |
| Cash and cash equivalents at 31 December1 | — | — |
1The closing balance as at 31 December 2022 is £355 (2021: £195). The majority of the Company's cash requirements are met by fellow Group companies (see note 14 for further disclosure of transactions on the Company's behalf by its related parties).
For the year ended 31 December 2022
| Note | 2022 £m |
2021 £m |
|
|---|---|---|---|
| Interest income | |||
| From loans due from parent company held at amortised cost | 14(a) | 66 | 66 |
| Total investment income | 66 | 66 |
The Company has no employees (2021: nil). All UK employees are employed by fellow subsidiary undertakings of Aviva plc.
The directors were all remunerated by Aviva Employment Services Limited, a fellow subsidiary of Aviva plc for their services to the Group as a whole. They were not remunerated for their services as directors of the Company and the amount of time spent performing their duties is incidental to their roles across the Group. This is consistent with prior years.
K A Cooper, A Dinwiddie and N Harrison were remunerated for their roles as employees across the Group.
The total remuneration payable by the Company, excluding VAT, to its auditors, PricewaterhouseCoopers LLP is as follows:
| 2022 | 2021 | |
|---|---|---|
| £000 | £000 | |
| Fees payable to PricewaterhouseCoopers LLP for the statutory audit of the Company's financial statements | 44 | 40 |
| 44 | 40 |
There were no non-audit fees paid to the Company's auditors during the year (2021: £nil). All fees have been borne by Aviva plc.
(i) There was no tax credited or charged to the income statement in either 2022 or 2021.
(ii) There were no unrecognised tax losses and no temporary differences of previous years used to reduce the current tax expense in either 2022 or 2021.
There was no tax credited or charged to other comprehensive income in either 2022 or 2021.
The tax on the Company's profit before tax differs from the theoretical amount that would arise using the tax rate of the United Kingdom as follows:
| Note | 2022 | 2021 |
|---|---|---|
| £m | £m | |
| 66 | 66 | |
| (13) | (13) | |
| 13 | 13 | |
| 5(a) | — | — |
During 2021 the UK Government enacted an increase in the UK corporation tax rate to 25%, from 1 April 2023.
As the Company has no deferred tax assets or liabilities at the year end, there is no impact on the Company's net assets as a consequence of the amendments in the tax rates.
For the year ended 31 December 2022
| Note | 2022 | 2021 | |
|---|---|---|---|
| £m | £m | ||
| Ordinary dividends declared and charged to equity in the year: | |||
| Interim dividend 2021 – 0.2353 pence per share, paid on 31 December 2021 | 14(b)(iii) | — | 45 |
| Interim dividend 2022 – 0.2353 pence per share, paid on 31 December 2022 | 14(b)(iii) | 45 | — |
| 45 | 45 | ||
| Preference dividends declared and charged to equity in the year | 14(b)(iii) | 21 | 21 |
| Total dividends for the year | 66 | 66 | |
During the year the Company identified that, in relation to ordinary dividend payments made during the periods ending 31 December 2022 and 31 December 2020 by the Company to its parent company, Aviva plc had not followed the procedural filing requirements of the Companies Act 2006. Whilst the respective interim financial accounts had been approved by the Board and showed sufficient distributable profits to justify the distributions, they were not filed at Companies House before making the distributions, resulting in a procedural breach of the Companies Act 2006.
As a result, subsequent to the year end, the Company has passed certain resolutions to ratify and confirm the payment of the distributions and approve the appropriation of distributable reserves and the Company has filed the appropriate resolutions with Companies House. There is no impact on the ordinary dividend payments for periods ending 31 December 2022 and 31 December 2020.
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year.
| 2022 | 2021 | |
|---|---|---|
| Profit for the year after tax (£m) | 66 | 66 |
| Cumulative preference dividends for the year (£m) | (21) | (21) |
| Profit attributable to equity holders of the company (£m) | 45 | 45 |
| Profit attributable per share (pence) - Basic and diluted | 0.24 | 0.24 |
The calculation of basic earnings per share used a weighted average of 19,125 million (2021: 19,125 million) ordinary shares in issue.
Diluted earnings per share is calculated the same way as basic earnings per share (see note 7(a)) as there are no dilutive potential ordinary shares outstanding).
| Notes | 2022 | 2021 | |
|---|---|---|---|
| £m | £m | ||
| Loans due from parent held at amortised cost | 14(a) | 9,439 | 9,484 |
| Amounts due from parent held at amortised cost | 14(b)(i) | 4,493 | 4,448 |
| Total as at 31 December | 13,932 | 13,932 | |
| Expected to be recovered in less than one year | 21 | 21 | |
| Expected to be recovered in more than one year | 13,911 | 13,911 | |
| 13,932 | 13,932 |
The £21 million expected to be recovered in less than one year refers to £21 million of preference dividends. The £9,439 million principal loan has a maturity date of 31 December 2027. The fair value of the loans approximate to their carrying values.
| 2022 | 2021 | |
|---|---|---|
| £m | £m | |
| Allotted, called up and fully paid | ||
| 19,125,600,632 (2021: 19,125,600,632) ordinary shares of 25 pence each | 4,781 | 4,781 |
Ordinary shares in issue in the Company rank pari passu. All the ordinary shares in issue carry the same right to receive all dividends and other distributions declared, made or paid by the Company.
For the year ended 31 December 2022
| 2022 | 2021 | |
|---|---|---|
| £m | £m | |
| Allotted, called up and fully paid | ||
| 140,000,000 (2021: 140,000,000) 8 ⅞ % cumulative irredeemable of £1 each | 140 | 140 |
| 110,000,000 (2021: 110,000,000) 7 ⅞ % cumulative irredeemable of £1 each | 110 | 110 |
| 250 | 250 |
Whilst there is no limitation on the number of shares that the Company may issue, the directors will still be limited as to the number of shares they can allot because authority to allot continues to be required under the Companies Act 2006.
The Company's cumulative irredeemable preference shares are listed on the London Stock Exchange under a Standard Listing. They are irredeemable but, subject to the provisions of the Companies Act 2006, the Company may at any time purchase any preference shares at either par or on the prevailing market price upon such terms as the Board shall determine.
The cumulative irredeemable preference shares rank, as to payment of a dividend and capital, ahead of the Company's ordinary share capital. The issued preference shares are non-voting except where their dividends are in arrears, on a winding up or where their rights are altered. On a winding up, they carry a preferential right of return of capital ahead of the ordinary shares. The Company does not have a contractual obligation to deliver cash or other financial assets to the preference shareholders, and therefore the directors may make dividend payments at their discretion.
| Note | 2022 | 2021 | |
|---|---|---|---|
| £m | £m | ||
| Balance at 1 January | 42 | 42 | |
| Profit for the year | 66 | 66 | |
| Dividends paid | 6 | (66) | (66) |
| Balance at 31 December | 42 | 42 |
The Company had no current or deferred tax assets or liabilities at 31 December 2022 (2021: £nil).
The Company operates a risk management framework that forms an integral part of the management and Board processes and decision-making framework, aligned to the Group's risk management framework.
The Company's risk management approach is aimed at actively identifying, measuring, managing, monitoring and reporting significant existing and emerging risks. Risks are managed considering the significance of the risk to the business and its internal and external stakeholders.
To promote a consistent and rigorous approach to risk management across all businesses, the Group has a set of risk policies and business standards which set out the risk strategy, appetite, framework and minimum requirements for the Group's worldwide operations, including the Company.
For the purposes of risk identification and measurement, and aligned to the Company's risk policies, risks are usually grouped by risk type: credit, market, liquidity and operational risk. Risks falling within these types may affect a number of metrics including those relating to statement of financial position strength, liquidity and profit.
The directors recognise the critical importance of having efficient and effective risk management systems in place and acknowledge that they are responsible for the Company's framework of internal control and of reviewing its effectiveness. The framework is designed to manage rather than eliminate the risk of failure to achieve the Company's objectives and can only provide reasonable assurance against misstatement or loss. The directors of the Company are satisfied that their adherence to this Group framework provides an adequate means of managing risk in the Company.
Further information on the types and management of specific risk types is given in sections (b) to (f) below.
Credit risk is the risk of financial loss as a result of the default or failure of third parties to meet their payment obligations to the Company, or variations in market values as a result of changes in expectation related to these risks.
The credit quality of receivables and other financial assets is monitored by the Company, and provisions are made for expected credit losses. Expected credit losses on receivables and other assets are calculated with reference to the Company's historical experience of losses adjusted for forward looking information. Short term financial assets (where all amounts are receivable within 12 months from the reporting date) do not generally attract an expected credit loss charge.
For the year ended 31 December 2022
The Company's financial assets primarily comprise loans and receivables due from its parent, Aviva plc, which has an external issuer credit rating of A (issuer credit ratings represent an issuer's ability to meet its overall financial commitments as they fall due), and as such the credit risk arising from the counterparty failing to meet all or part of their obligations is considered remote. There are no material expected credit losses recognised in relation to loans due from Aviva plc.
In addition, the loan amounting to £9,439 million (2021: £9,484 million) is secured by a legal charge against the ordinary share capital of Aviva Group Holdings Limited. Due to the nature of the financial assets, and the fact that the loans are intended to be held until settled, by the issuer (on maturity or earlier if redeemed before maturity), and not traded, the Company is not exposed to the risk of changes to the market value caused by changing perceptions of the credit worthiness of Aviva plc. Expected credit losses at 31 December 2022 were £nil (2021: £nil).
Market risk is the risk of an adverse financial impact resulting directly or indirectly from fluctuations in interest rates, inflation, foreign currency exchange rates, equity prices and property values. At the statement of financial position date, the Company did not have any material exposure to interest rates, inflation, currency exchange rates, equity prices or property values.
The inter-company loan receivable (see note 8) was on a fixed interest rate during 2022 and 2021. Effective from 1 January 2023, interest rate risk arises as the loan receivable is subject to a floating interest rate based on the SONIA swap rate. The net asset value of the Company's financial resources is not anticipated to be materially affected by fluctuations in interest rates.
Liquidity risk is the risk of not being able to make payments as they become due because there are insufficient assets in cash form.
The Company does not hold any material assets in cash form. Cash settlements of its dividend obligations to holders of preference shares, which are discretionary and subject to director resolution, pass through an intercompany account.
Operational risk is the risk of a direct or indirect loss, arising from inadequate or failed internal processes, people and systems, or external events, including changes in the regulatory environment.
Given its limited activities, the key operational risks to the Company are inadequate governance and lack of sufficiently robust financial controls. The risks are mitigated by the Company's implementation of the Group's risk management policies and framework and compliance with the Group's Financial Reporting Control Framework.
The Company's capital risk is determined with reference to the requirements of the Company's stakeholders. In managing capital, the Company seeks to maintain sufficient, but not excessive, financial strength to support the payment of preference dividends and the requirements of other stakeholders. The sources of capital used by the Company are equity shareholders' funds and preference shares. At 31 December 2022 the Company had £13,932 million (2021: £13,932 million) of total capital employed.
The Company has the following transactions with related parties which include parent companies, subsidiaries, and fellow Group companies in the normal course of business.
On 14 December 2017, the Company provided a loan to Aviva plc, its parent company, of £9,990 million with a maturity date of 31 December 2022. From January 2021, as a result of LIBOR being abolished, this loan was reset at a fixed interest rate. This rate was set as follows; 5- year Gilt (-0.105% as of 1 January 2021) + Basis adjustment 0.15% + 0.65% floor. A subsequent loan amendment in December 2022 extended the loan maturity to 31 December 2027 and changed the interest rate to a floating rate based on the SONIA swap rate effective from 1 January 2023.
As at the statement of financial position date, the loan balance outstanding was £9,439 million (2021: £9,484 million). This facility has been secured against the ordinary share capital of Aviva Group Holdings Limited. The loan agreement also includes a penalty interest charge of 1% above the interest rate if any amounts payable under the loan agreement remain outstanding. As at 31 December 2022, no amounts remain outstanding.
For the year ended 31 December 2022
Loans from parent are made on normal arm's-length commercial terms. The maturity analysis of the related party loans receivable is as follows:
| 2022 | 2021 | |
|---|---|---|
| £m | £m | |
| 1-5 years | 9,439 | — |
| Over 5 years | — | 9,484 |
| 9,439 | 9,484 | |
| Effective interest rate | 0.70% | 0.70% |
The interest received on these loans shown in the income statement is £66 million (2021: £66 million). See note 1.
| Services provided to related parties | 2022 | 2021 | ||
|---|---|---|---|---|
| Expenses incurred in the year £'000 |
Receivable at year end £m |
Expenses incurred in the year Receivable at year end £'000 |
£m | |
| Immediate parent | 44 | 4,493 | 40 | 4,448 |
| 44 | 4,493 | 40 | 4,448 |
The related parties' receivables are not secured and no guarantees were received in respect thereof. The receivables will be settled in accordance with normal credit terms.
Expenses incurred in the year represents audit fees. There were no non-audit fees paid to the Company's auditors during the year (2021: £nil). Audit fees as described in note 4 are borne by the Company's ultimate parent, Aviva plc.
Dividends paid relates to an intercompany transaction of £45 million (2021: £45 million) with the Company's parent, Aviva plc. Preference dividends of £21 million (2021: £21 million) were approved on behalf of the Company by its parent, Aviva plc. Refer to note 6.
Key management, which comprises the directors of the Company, are not remunerated directly for their services as directors of the Company and the amount of time spent performing their duties is incidental to their role across the Group. All such costs are borne by Aviva plc and are not recharged to the Company. See note 3 for details of directors' remuneration.
The ultimate parent entity and controlling party is Aviva plc, a public limited Group incorporated and domiciled in the United Kingdom. This is the parent undertaking of the smallest and largest Group to consolidate these financial statements. Copies of Aviva plc consolidated financial statements are available on application to the Group Company Secretary, Aviva plc, St Helen's, 1 Undershaft, London EC3P 3DQ, and on the Aviva plc website at www.aviva.com.
There are no subsequent events to report.
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