Annual Report
and Accounts 2021
Primary statements
The primary statements are included at the beginning of the
annual financial statements and include note references to
underlying detailed notes.
Notes to the financial statements
The notes to the financial statements consist of insurance-
specific, financial instrument-specific and risk management
notes first, followed by less significant notes thereafter.
ACCOUNTING POLICIES
The principal accounting policies
applied in the preparation of the
consolidated and Company
financial statements are included
in the specific notes to which
they relate and are indicated by a
blue border and headings on a
shaded blue background.
CRITICAL ACCOUNTING
ESTIMATES AND JUDGEMENTS
The areas involving a higher
degree of judgement or
complexity, or areas where
assumptions and estimates are
significant to the consolidated and
Company financial statements, are
included in the specific notes to
which they relate and are indicated
by a red border and headings on a
shaded red background.
We are a motor insurer based in the UK,
with a track record of market-leading
underwriting performance across the
cycle and a diverse, multi-channel
distribution strategy.
Key financial highlights
We have maintained a combined
operating ratio within our target range,
despite soft market pricing
We continue
to maintain
our leading
performance
Contents
Strategic Report
02 Our Knowledge and Experience
03 Our Investment Case
06 Growing Our Footprint
07 Chair’s Letter
09 Market Context
11 Chief Executive Officer’s Review
14 Our Values
15 Our Strategy
16 Our Business Model
17 Key Performance Indicators
19 Principal Risks and Uncertainties
27 Viability Statement
30 Section 172 Statement
34 Chief Financial Officer’s Review
37 Responsibility and Sustainability
Corporate Governance
46 Chair’s Governance Letter
47 Board of Directors
50 Governance Report
54 Audit Committee Report
57 Risk Committee Report
59 Nomination and Governance Committee Report
61 Remuneration Committee Report
64 Directors’ Remuneration Policy
71 Annual Report on Directors’ Remuneration
82 Directors’ Report
85 Directors’ and Officers’ Responsibilities Statement
Financial statements
86 Independent Auditor’s Report
93 Consolidated Profit or Loss Account
94 Consolidated Statement of Comprehensive Income
95 Consolidated Statement of Financial Position
96 Consolidated Statement of Changes in Equity
97 Consolidated Statement of Cash Flows
98 Notes to the Consolidated Financial Statements
148 Parent Company Statement of Financial Position
149 Parent Company Statement of Changes in Equity
150 Parent Company Statement of Cash Flows
151 Notes to the Parent Company Financial Statements
155 Financial Reconciliations
158 Shareholder Information
160 Directors, Advisers and Other Information
208%
Pre-dividend solvency
coverage ratio
164%
Post-dividend solvency
coverage ratio
13.0p
Dividend per share
£169.3m
Gross written
£ 37. 2 m
Adjusted profit before tax
79.4%
Combined operating ratio
KPIs
Read more
on our key
performance
indicators on
page 17
How to navigate the annual
financial statements
RISK MANAGEMENT
Risk management disclosures are
indicated by a purple boarder and
headings, with a shaded purple
background.
Strategic report Governance Financials
Sabre Insurance Group plc Annual Report and Accounts 2021
01
LONDON
An experienced senior
leadership team supported
by an expert and committed
management group,
delivering a track record of
market-leading underwriting
profitability across the cycle.
Our team
The Group employs a team of
151individuals operating from
asingle owned site in Dorking,
Surrey, supported by third-party
providers performing selected
outsourced functions. The Group
benefits from a claims team of
over 70 employees with more than
700 years of collective experience.
Controlled growth
The Group allows its gross written
premium to increase or decrease
as market conditions allow, while
achieving growth across the
motor insurance cycle.
Our primary focus is maintaining
our profitability. We believe that
volume should be an output of
disciplined profitable underwriting,
and not a target.
>70 0
Years’ combined experience
in the claims team
151
Employees
c.297k
In-force policies
Our Knowledge
and Experience
OUR
INVESTMENT
CASE
Details on
page 03
OUR
LOCATION
Flexibility
Our streamlined operating model
gives us flexibility in our business.
We outsource certain areas
where we can leverage partners’
size, scaleand expertise. This
means we alsobenefit from
aflexible poolofresources.
S
abre Insurance Group plc Annual Report and Accounts 2021
02
Strategic Report Governance Financials
Combined ratio over time
(%)
0
60
80
20
40
100
120
140
Sabre COR Industry COR
20202019201820172016201520142013201220112010
Premium and profit over time (£’m)
0
50
100
150
200
250
Gross Written Premium Adjusted profit after tax
20212020201920182017201620152014201320122 0112010
Our Investment Case
We focus on generating
sustainable, long-term
profitability through:
Market-beating Combined
Operating Ratio
Driving the Group’s consistent returns is the
focus on high-quality underwriting and delivering
consistent, industry-beating CORs, which
represent claims and operating expenses as a
proportion of our premium (so the lower this is,
the more profitable the business).
Which leads to
consistent profitability
Sabre has operated its core strategy for over 18
years, which has resulted in consistent and
growing profitability over the long term.
Profit has shown some fluctuations and has
dipped over the past few years due to soft
market conditions extended by the long impact
of COVID-19. Due to the resilience of Sabre’s
business model and our relentless focus on
sustainable profitability we have avoided more
severe volatility regardless of market conditions.
Generating reliable returns
for shareholders
Sabre possesses a number of competitive
strengths which have enabled the Group
to establish a track record of market-leading
underwriting performance, controlled and
attractive long-term growth and reliable
cash generation.
ALL OF
THIS MEANS
THAT WE HAVE
ACHIEVED A…
READ MORE
Chief Executive
Officer’s review
on page 11
READ MORE
Our business
model on
page 16
Disciplined underwriting,
targeting a combined operating
ratio (“COR”) between 70%-80%,
so we know that, on average,
every policy that we sell
willgenerate profits, increasing
the amount ofcapital available
Seeking growth only when market
conditions are suitable, and never
chasing increases in our top line
at the expense of profitability. We
seek to enhance growth through
developing complementary
product offerings and enhancing
our core insurance product
Maintaining efficient and
cost-effective operations, with a
strong weighting towards variable
costs, which allows us to maintain
the right level of business for the
prevailing market conditions
Running a diverse multi-channel
distribution model, which does
not rely on the strength of any one
particular brand or retail pricing
model, but which ensures our
product is offered to the widest
possible customer base
S
abre Insurance Group plc Annual Report and Accounts 2021
03
Strategic Report Governance Financials
Solvency coverage ratio over time (%)
80
140
160
100
120
180
220
200
240
260
2019
Q1
SCR coverage Preferred operating range – higher
Q3 Q4Q2
2021
Q1Q4Q3Q2
2020
Q1Q4Q3 Q2
2018
Q1 Q4Q3 Q2
Preferred operating range – lower
Dividend payout ratio (%)
0
20
40
80
60
100
120
2018 2020 20212019
Our Investment
Case continued
READ MORE
Risk Committee
report on
page 57
READ MORE
Principal risks
and uncertainties
on page 19
We manage risk through:
Prudent use of reinsurance,
which limits the amount Sabre
has to pay on any one claim and
reduces the capital required to
be held by the business
Operating a low-risk investment
portfolio, the primary purpose of
which is to provide capital to
support underwriting operations,
rather than generate investment
returns
Cautious, consistent reserving for
the cost of claims, to limit the risk
of unexpected payouts
Selective and cautious
investment in new projects,
generally with a low initial
capital outlay
The Group’s focus on long-term
profitability issupported by a
tight control of risk and efficient
use of capital.
Robust capital position
In order to ensure resilience of the business
under most reasonably foreseeable scenarios,
the Group holds significant excess capital. We
have set a floor at 140% of our Solvency Capital
Requirement (“SCR”) (being the level of net
assets we are required to hold under the UK’s
solvency regime), although we tend to operate
well in excess of this, allowing maximum
operational flexibility and consistent returns
to shareholders.
In practice, the reported position is generally
ahead of the preferred operating range. This is
primarily due to the capital generated in the time
between the period end (the point at which
capital surplus is calculated) and paying the
dividend.
Our focus on COR, prudent risk management
and robust capital position allow us to provide
ongoing value to shareholders through a…
Reliable dividend flow
Sabre’s core business is fundamentally capital
generative. Some capital is used to fund future
growth, with the majority of capital generated
being returned to shareholders by way of an
ordinary and special dividend. Since IPO, the
Group’s dividend payout ratio has remained
above 98.4%
*
of earnings.
*Including the deferred 2019 special dividend
as a distribution in respect of the 2019 result.
* Including the deferred 2019 special dividend
as a distribution in respect of the 2019 result.
ALL OF
WHICH MEANS
THAT WE HAVE
MAINTAINED A…
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abre Insurance Group plc Annual Report and Accounts 2021
04
Strategic Report Governance Financials
Our technology-focused
approach to providing insurance
positions us well to work alongside
or compete with emerging players
in the insurance market. We
employ all of the following:
Automated underwriting
State-of-the-art risk pricing
Machine learning-enabled processes
Industry-leading data enrichment
Use of artificial intelligence throughout
the business
Real-time quote speeds
Use of Application Programming
Interface (API) links to specialist
data websites
Operating a scalable platform
for growth
Much like many of the recent entrants
to the UK insurance market, we hold a
small share of a large market, providing
plenty of opportunity to grow when
conditions allow.
Sabre’s core model, maintaining strong
operating margins against a background
of changeable market conditions, allows
the Group to grow strongly when margin
conditions allow, and limit volatility when
market conditions are poor. The UK motor
insurance market has historically shown
cyclicality, with periods of low prices
followed by significant upwards
corrections to premiums. We expect that
such pricing corrections are overdue, and
that when this happens there is
opportunity for significant growth.
Beyond our core operations, we continue
to investigate the value of engaging in the
provision of adjacent lines of business,
which if suitable could further underpin
the consistency of returns and lead to
further growth in the business.
Strength into
the future
Organic growth Opportunistic growth
Optimising opportunities in our
existing core book and exploiting
our competitive edge
High quality underwriting will remain the bedrock
of our business, and we will continue to focus
primarily on maintaining a COR in our target range
and allowing volumes to flex
This has been fully funded from existing
resources and we expect to benefit from 2022
We continue to see opportunities to further
develop our sophisticated rating approach and
work with InsurTech partners. We believe that the
expected systemic increase in market pricing (the
market ‘turn’) will be supportive of, and underpin,
growth in the foreseeable future
Product expansion, launching product
variants or adjacent products
We anticipate reviewing and potentially launching
one or two new adjacent products each year over
the medium term
In late 2021 we expanded into motorcycle
insurance, through an exclusive underwriting deal
with MCE Insurance Ltd
We have recently partnered with Freeway UK
Insurance Services Limited to expand our
presence in the taxi insurance market
Any product launches will utilise our same pricing,
claims handling and operational approaches
It is anticipated that product launches would be
into under-served or non-standard areas and will
continue to target higher-margin business
Semi-organic growth, through
importing teams or individuals
with skills in complementary areas
Where we identify attractive market
opportunities, but feel we lack expertise,
wewill consider importing individuals or
smallteams
May also work with limited ‘Managing General
Agent’ (MGA) opportunities or InsurTech
approaches, but only where we can exercise
control of underwriting, pricing and technical
claims handling
Acquisitions, where we see good value
opportunities in areas that would
complement our existing operations,
bringing differentiated expertise
We will remain very cautious in our
approachhere
We guard our capital jealously
Any potential acquisition would need to be low
risk, complementary to our existing business,
avoid undue distraction and represent
goodvalue
WE SEE FOUR
PILLARS DRIVING
OUR POTENTIAL
FOR GROWTH IN
THE FUTURE:
We have an increasing focus on medium-term
growth options but will not allow this to detract
our attention from our core business or ability
to generate a reliable flow of dividends.
Our Investment
Case continued
1 3
42
S
abre Insurance Group plc Annual Report and Accounts 2021
05
Strategic Report Governance Financials
These new partnerships demonstrate how we
apply our existing strategy and they satisfy the
following criteria:
An established, experienced and well-respected
partner with excellent insight into the market in
which they operate
Access to a market in which Sabre’s footprint is
minimal, where we have the most to gain from
leveraging our partners’ expertise
Allowed access to historical data, to assess the
quality and effectiveness of previous underwriting
Growing Our Footprint
In November 2021 and January 2022 we announced
two significant new partnerships, which have granted
access to the motorcycle insurance market and
allowed us to take a strong foothold in the taxi
insurance market.
Our partner, MCE Insurance Ltd (“MCE”),
is an independently owned motorcycle insurance
broker based in Northamptonshire. Established in
1975, they have grown into the UK’s number one
provider of motorcycle insurance, offering
technical expertise and an excellent customer
experience for riders across the country.
Estimated size of the motorcycle insurance
market in the UK:
Freeway UK Insurance Services Ltd
(“Freeway”) have spent c.20 years getting to
know the taxi business, understanding taxi
drivers and providing taxi insurance for
thousands of Uber drivers, hackney carriages,
private-hire vehicles and executive cars.
Estimated size of the taxi insurance
market in the UK:
Motorcycle Taxi
over 1 million
Total motorcycles in the UK*
*Sabre estimate
Prior to entering into an exclusive underwriting
agreement with Sabre, MCE sold over 10% of
motorcycle policies within the UK. Following
re-rating agreed as part of the deal with Sabre, we
expect to write approximately £20m of premium
with MCE on an annualised basis.
What next?
We will work closely with MCE to incorporate
elements of Sabre’s pricing sophistication across
the book, enhancing competitiveness, profitability
of the product and future growth.
In February 2022, we increased our footprint in
motorcycle insurance through entering a
distribution arrangement with Bennetts, another
major motorcycle insurance broker. This increases
our resilience in the sector and enhances the
breadth of our coverage.
c.250k
Total licences in England*
c.£375m
Estimated market gross written premium*
*Sabre estimate
Freeway has ambitious growth plans, and we are
setting our expectation at an annualised gross
written premium of approximately £20m for 2022.
What next?
We intend to grow our taxi book in partnership
with Freeway, building additional pricing
sophistication into their taxi book while leveraging
their deep market understanding.
Sabre granted pricing controls to ensure we are
able to maintain loss ratios within a target range
We retain control of high-value, personal injury
claims, where we can leverage our current skillset
We were able to enter these relationships because
of the speed and quality of our execution, and were
the preferred partner due to our reputation as
experts in pricing techniques, claims handling and
managing sustainably profitable businesses.
Taxi
Taxi
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abre Insurance Group plc Annual Report and Accounts 2021
06
Strategic Report Governance Financials
Chair's letter
Introduction
When I wrote last year’s statement I was extremely
hopeful that the worst of the COVID-19 pandemic was
behind us and that, during 2021, we would see a
return to some sort of normality. I couldn't have been
more wrong! However, at the time of writing this,
there does appear to be light at the end of the tunnel,
and the UK, partly thanks to its vaccination
programme, looks like returning to a “new normal” in
the very near future. Unfortunately, it looks like global
events will continue to dominate the headlines over
the coming months as the tragic war in Ukraine has
polarised the world. Although we operate solely within
the UK, the war taken together with the sanctions
imposed by the West, make it impossible to predict
the impact that these events will have on already
stretched supply chains and rising inflation.
For Sabre, 2021 was another challenging year. The
impacts of the various lockdowns are discussed in
detail elsewhere in this report but I particularly want
to thank all our staff for the way they continued to
work from home efficiently running all day-to-day
aspects of the business. Towards the end of 2021
and at the start of 2022 we successfully entered
two exciting new business partnerships, in
motorcycle and taxi insurance. We believe these
lines of business will help us to grow premium and
profits in the coming years . We also believe that
rates in the core car business will increase during
2022 as our competitors are forced to adopt more
rational pricing behaviour following the
implementation of the FCA pricing review and the
undeniable cost inflation in claims.
Strategy
Our strategy remains to price every risk
appropriately and maintain a combined operating
ratio (COR) within our preferred range of 70 to 80%.
Maintaining this discipline has contributed to a small
fall in revenue in 2021 and lower profits when
compared to 2020, but we continue to believe that
maintaining this discipline is important. As we move
into 2022 there is evidence from the first couple of
months that prices are increasing across the market
and, together with the new business lines we have
entered, we are confident that 2022 will see an
improvement in our premium income and profit.
Towards the end of 2021
andat the start of 2022
wesuccessfully entered
twoexciting new business
partnerships, in motorcycle
and taxi insurance. We
believe these lines of
business will help us to
growpremium and profits
inthe coming years
ANDY POMFRET
Chair
£13bn
Value of the UK private
motor insurance market
Pricing risks accurately
to stay competitive
Through careful,
sophisticated, data-driven
pricing of every policy we
sell we aim to maintain
market-leading margins,
driving efficient
generation of capital.
READ MORE:
Principal
risks and
uncertainties
on page 19
S
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Strategic Report Governance Financials
The move into motorcycle insurance in partnership
with MCE in November 2021 and a new relationship
with Bennetts (formally announced today) means
we have become a very significant underwriter in
the motorcycle insurance market. Together with the
taxi partnership with Freeway, which we announced
in February 2022, we are confident that these new
and expanded business lines will add around £40
million of premium during on an annualised basis,
with a small but growing impact on profits in 2022
and subsequent years. These partnerships are a key
part of our strategy to add business lines in adjacent
sectors of the market which will benefit from our
core data analysis and claims management skills.
We have been able to add these new business lines
at very little cost, and with minimal addition to our
direct headcount.
We will continue to seek similar opportunities, but
only after we are confident that we have
successfully integrated the new business lines into
our operating model.
COVID-19
The last two years have been very difficult for nearly
all businesses but, as we move into an environment
where COVID-19 is treated as something we have
to live with, we are looking forward to having all of
our people in the office on a regular basis. Many
employees have enjoyed the greater flexibility that
some element of working from home gives and at
the time of writing we are expecting staff to be in
the office four days a week. This provides some
flexibility for them but also means that we will gain
from the many intangible benefits of having the
majority of people in the office for the majority of
the week. With a small team of around 150 people
in Dorking, all based in a single site, we believe
there are many benefits that arise from people
working in close proximity to each other, and of
course it is vital as a way of helping and mentoring
the more junior and new staff, and instilling in them
the positive Sabre culture.
Results and Dividend
The results of the business are covered in some
detail in the rest of the Report and Accounts, and in
particular in the CEO's and CFO’s reports. So in this
statement I will simply summarise the key points as
I see them. There were a number of factors that
adversely affected premium income in 2021. Sabre
normally benefits from those looking for insurance
because some event has happened in their life (for
example, the purchase of a new car or passing their
driving test). The decline in car sales and a lack of
driving tests during the pandemic therefore
adversely affected premium income in 2021. We
also believe that many of our competitors were
pricing extremely competitively to acquire as much
new business as possible prior to the
implementation of the FCA pricing review at the
start of 2022. Sabre has never sought to discount
new business (when compared to renewal
business) and we therefore expect to benefit as the
regulator stops competitors using this dubious
practice ofprice walking. Overall therefore
premium was down a little compared to 2020 at
£169 million (2020: £173million). Our profit before
tax reduced to £37 million (2020: £49 million) as a
result of relatively low premiums over the last two
years, and business being written at the upper end
of out target COR.
In terms of dividend we continue our policy of
distributing 70% of profits to shareholders every
year and, in addition, distributing by way of a special
dividend any further capital that we believe is in
excess of that needed to keep our regulatory capital
within our preferred range of 140% to 160%. Your
shares provided a yield of 6.6% during 2021 (based
on the total dividend paid during the year divided by
the average daily closing price across the year)
which compares to 6.4% in 2020 and 6.2% in 2019.
Our Regulatory capital ratio remains strong at 164%
after payment of the dividend and we have
sufficient capital to support the anticipated growth
of the business during 2022.
Outlook
During 2022 we believe that pricing will increase
across the market at least partly in response to the
significant claims inflation that we're seeing.
Although higher inflation in the UK (and around the
world) is the subject of much comment and concern
at the moment, claims inflation may be significantly
higher, and outside our control. For example, given
ESG
The Board has spent a great deal of time on these
important areas and we have bought in some
specialist consultants to help guide our approach.
The result of our work is highlighted in the expanded
Responsibility and Sustainability section on pages
37 to 45.
The Board
At the end of October 2021 the chair of our Audit
Committee, Catherine Barton, resigned from the
board as she took up a new executive role which all
parties regarded as a potential conflict with Sabre.
I would like to thank Catherine for all the work that
she did chairing a technically demanding
Committee, responsible amongst other things, for
the quality and integrity of the Annual Report and
Accounts and overseeing the work of our internal
auditors. Catherine has been on the Board since the
company floated in 2017 and we all wish her well in
her executive career. I would also like to thank Ian
Clark for stepping in to chair the Audit Committee
on an interim basis along with his role of chairing the
Risk Committee. We are currently in the middle of a
process where we hope to recruit a non-executive
director to take on the role of Audit Committee
Chair, and as part of this we are keen to increase the
diversity of the board.
Finally, I would like to thank our employees,
customers, suppliers, management and other
stakeholders who have continued to support us
through 2021 and we all hope that 2022 will give us
a chance to return to a “new normal”. As we do so
we will continue to develop the business for the
benefit of them and our shareholders.
the lack of manufacturing in the UK many of the
replacement parts for repairs come from abroad,
and if the sterling exchange rate falls during 2022
this would only exacerbate the inflation we are
seeing. The much-discussed supply chain issues
can also cause significant delays in repairs and
increase costs accordingly. On a more positive note,
we are starting to see premium increases in the
market in the early months of 2022 and we have
also applied rate increases in the first months of
thisyear.
We also expect to launch a new flexible insurance
product in the coming months which will allow
customers to buy insurance by the hour or day.
Although we don’t anticipate that this will be a
significant contributor to revenue in the short term it
will allow us to develop our own “insuretech” product
and learn a great deal more about this market.
As mentioned above we expect to benefit overall
from the implementation of the recommendations
of the FCA pricing review and we also see no
significant operational issues in regards to the
whiplash reforms although we are closely watching
how claims develop.
Chair's letter continued
We are starting to see
premium increases in the
market... and we have also
applied rate increases in the
first months ofthis year.
ANDY POMFRET
Chair
21 March 2021
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abre Insurance Group plc Annual Report and Accounts 2021
08
Strategic Report Governance Financials
Market Context
Cyclicality in the UK motor insurance
market
The UK private motor insurance market has
historically exhibited pricing cyclicality driven by
competitive dynamics, as well as social, economic
and regulatory factors.
In times of lower competitive intensity, price levels
tend to rise. However, pricing increases typically
enhance industry profitability, resulting in industry
participants reducing prices to increase volumes
and new entrants joining the market.
This increased competition can cause prices to fall,
which can reduce underwriting profitability across
the industry and may, in turn, lead market
participants to reduce volumes or seek to exit the
market, reducing competitive intensity and leading
to prices rising again.
The pricing cycle can also be impacted by regulatory
changes, such as pricing interventions or restrictions
on claimant activity.
Current market conditions
Over the past three years, average insurance
premiums have decreased approximately 8%,
whereas in our view, the underlying cost of claims
has increased by around 7.5% to 8.5% per year.
Sabre has increased prices throughout in-line with
our expected view of inflation. Because of this,
Sabre considers the market to be ‘soft’ – we
believemost policies currently sold by our
competitors are under-priced. Historically, pricing
has corrected following ‘soft’ periods, creating
‘hard’ market conditions.
As Sabre increases its prices to cover our costs,
regardless of market prices, we have previously
notneeded to adjust our prices upwards when the
market hardened. As such, we have ceased growth
or shrunk slightly under soft market conditions, and
grown strongly when market conditions harden.
This is core to our strategy. As the gap between
premium pricing and the costs of servicing policies
increases, we expect the potential pricing correction
to become more substantial.
Underlying
market
conditions
Drivers of cost inflation
Costs across the motor insurance industry
continue to rise due to increases in:
The costs of car parts
The costs of hire vehicles
Care costs for seriously injured people
The frequency of thefts, and the value of
vehicles stolen
Industry levies, such as that paid to the Motor
Insurance Bureau and into the Financial
Services Compensation Scheme, other labour
costs and wider economic inflation
Wage inflation
Will cost inflation increase or decrease?
It is impossible to project exactly how cost inflation
will develop; however, we have identified several
factors which will impact costs going forward:
There is some indication the costs of car parts
will continue to rise
Increasing new and used car prices
The cost of hire vehicles is impacted by the
time taken to carry out repairs. If part
availability reduces, costs could rise
Care cost inflation, which is largely driven by
wage inflation for care workers, could rise
significantly as the potential pool of care staff
from the EU decreases
The total impact of whiplash reforms enacted
in 2021 remains uncertain
We expect industry levies to continue to rise in
line with increases in the expected costs of
compensating the victims of uninsured drivers
What does cost inflation mean for Sabre?
Cost inflation is factored into our policy pricing
– we charge an amount based on what we
expect to pay out on the policy over the period of
that policy (generally 12 months), factoring in our
prudent view of inflation. As all of the inflationary
factors are market-wide, we expect that market
price increases will reflect this inflation, but as
discussed earlier, this is likely to come in ‘jumps’
as the market turns from ‘soft’ to ‘hard’.
READ MORE:
How we applied
our strategy to
market conditions
on page 15
How we looked
after our
employees
on page 38
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09
Strategic Report Governance Financials
We are within a period of rapid
change, throughout politics,
the economy, society and
technology. Sabres business
model is designed to withstand,
adapt to, and thrive within a
changing environment.
Current
market issues
same price that they are provided to equivalent
renewing customers. This effectively prohibits a
practice know as ‘price walking, where insurers
would ‘buy’ in a customer at a discount and then
increase the price considerably at renewal.
Sabre has never engaged in this practice, so the
reforms have presented no operational issues.
However, we suspect many insurers have been
offering heavy discounts in the run-up to 1 January
2022, ahead of the implementation of the reform.
Conversely, we expect that now the reforms have
come into place, new business prices will increase
across the motor insurance market, enhancing the
competitiveness of our policies.
Economic
The UK, like much of the rest of the world, has
experienced a period of economic turmoil since the
outbreak of the global COVID-19 pandemic in 2020.
Our conservative and carefully managed investment
portfolio has shown great resilience during this
period, and our balance sheet has remained strong.
We hold significant excess capital such that we can
withstand far in excess of a 1-in-200 shock event.
Inflation appears likely to be a factor within the UK
for the foreseeable future. We have always operated
in a heavily inflationary sector – with the normal cost
of claims rising by 7-8% per year – and so are
constantly looking ahead to any increases in our cost
base and adjusting our policy prices accordingly.
Social
Social evolution appears to have accelerated over the
past few years, with increasing focus on companies
acting responsibly and sustainably. We have
continued to enhance our disclosure in this area and
become increasingly proactive in improving our own
impact on the environment. We are aware that the
product that we provide enables people to utilise a
form of transport which contributes greatly to carbon
emissions in the UK. However, we consider that
such transport is currently necessary for most
people, most of the time. We will evolve along with
our customers, continuing to cover more and more
zero-emission vehicles and provide products which
suit the needs of tomorrows consumer, such as
short-term and flexible insurance.
Market Context
continued
COVID-19
COVID-19 remains an important part of everyone’s
day-to-day lives. While the immediate impacts of
restrictions on movement and economic strain are
passing, the changes to our lifestyles as we learn to
live with COVID-19 and immediate economic
shocks persist. Looking back, the Group showed
great operational resilience in moving quickly to a
‘work from home’ model, with no impact on
operations or customer detriment. The size of our
addressable market was significantly reduced for
much of 2020 and 2021, due to the decrease in new
drivers coming to market and slowdown in car
sales. We held firm to our pricing discipline which,
while causing some short-term strain on the top
line, allowed the Company to deliver solid returns
while putting us in a strong position to grow through
the post-COVID recovery.
Traffic volumes were reduced while restrictions on
travel were in place, which had a consequent
impact on claims frequency. Much of this reduction
in claims cost was expected and hence priced into
policies, meaning the positive impact on loss ratio
was far lower than in 2020.
Political and legal
The political and legal environment, as it relates to
motor insurance, has rarely been so tumultuous.
With the introduction of whiplash reform in 2020
and the Financial Conduct Authority's ("FCA") pricing
practices legislation which came into force on 1
January 2022, we are seeing the market adapt to a
changing regulatory environment. Insurers are now
required to offer policies to new customers at the
The past two years have caused many to reflect
upon their priorities, looking to address their work/
life balance. This has led to the creation of a more
inclusive relationship with our employees as we
sought to prioritise their wellbeing. We will continue
to review our ways of working, having moved to a
hybrid working model following our return to the
office in 2021.
Technological
Technological change continues apace, not only in
the means of propulsion in vehicles switching from
internal combustion to electric, but in the way that
insurance is developed, marketed and sold to
consumers. We continue to invest in cutting-edge
pricing techniques, such as machine learning, as
well as partnering with some of the most
technologically advanced distributors within the
insurance market, ensuring that our policyholders
get the fairest price and enjoy the best possible
customer experience.
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As we moved through the end
of 2021 and into January 2022
it was hard to avoid a feeling
of deja vu, with positive
premium momentum being
enjoyed by the business as
well as the ability to put
through additional rate
increases to start to move
back towards the centre of our
long-term target combined
operating ratio (COR”) range.
This felt very much like January 2020, just before
COVID-19 restrictions began their unwelcome
two-year impact on many parts of the industry,
economy and society.
Whilst we are very aware of the on-going impacts
on individuals, and the wider economy, it is with
some relief that we feel we can now start to close
the chapter on a challenging two years.
As we look into 2022 we are confident that our
disciplined adherence to our strategy, specifically
giving up volume in favour of maintaining
profitability, leaves us well positioned to benefit
from several tailwinds.
GEOFF CARTER
Chief Executive Officer
37. 2 m
Adjusted profit before tax
£169.3m
Gross written premium
Where next
for Sabre?
GEOFF CARTER
See Geoff's bio
on page 48
Chief Executive Officer's Review
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Looking back on 2021
We have discussed in results sessions over
thelastyear that it was likely Sabre had been
disproportionately impacted by lockdown
restrictions, relative to larger mass-market insurers,
and that this was largely due to a number of
market-wide factors impacting our bias towards
new business, over-indexing in younger drivers and
resolute determination to maintain pricing discipline.
Casting a long shadow was the forthcoming
implementation of the FCA pricing rules, which
bandifferential pricing between new business and
renewals. These rules may make it more difficult to
attract new customers in the mass market and it is
for this reason we think some competitors used the
second half of 2021 as a last chance to gain market
share through pricing measures before the rules
were implemented, exacerbating the soft
marketconditions.
Sabre has never engaged in this practice and seeks
to price all cohorts of customers to a consistent
margin, and overall we expect the FCA rule changes
to enhance Sabre’s competitiveness through the
reduction of substantial discounting on new business
across the motor insurance market. Furthermore,
Sabre expects to be insulated from the new
business acquisition challenge as customers tend to
come to us as a result of a life ‘event’, for example
buying a new car, moving house, or picking up a
conviction – all of which are reasons to shop around
for the most competitive new insurance policy.
Other significant impacts on volumes in 2021 were
the restrictions on driving tests for long periods
during the first half of the year, resulting in a
much-reduced number of new drivers entering the
market. Whilst tests are now running at full capacity,
it will take some time to clear the backlog but it is
encouraging that demand from young drivers to
continue to want to learn to drive remains strong.
A continuing feature is the well-documented low
level of car sales driven by supply chain issues, and
we hope that this will start to recover during 2022.
The continuing pricing conundrum in 2021 was the
impact of lockdowns on traffic volumes and
resultant claims. In line with our strategy, we
remained very focused on maintaining a scientific
and prudent approach to pricing. This meant having
to keep a careful eye on the significant underlying
claims inflation, and maintaining pricing at the upper
end of our 75% to 80% COR corridor, whilst
accepting that this disciplined approach may have
an adverse impact on volumes.
The net impact of these multiple and intertwined
once in a life-time” events was a 2.3% reduction in
premium to £169m (2020: £173m) and a 24.2%
reduction in profit before tax to £37.2m (2020:
£49.1m). Profit was also very modestly impacted by
some natural variation in claim development
patterns in December.
It was notable however that premium in the last
fewweeks of 2021 was very strong, and this
momentum has continued into 2022.
During the year we continued to review partnership
and M&A opportunities and Identified attractive
opportunities to enter the motorcycle market,
andtosubstantially increase our presence in the
taximarket.
Our outlook for 2022 and beyond
2022 is shaping up to be a very different year. On
our core car portfolio we can see evidence of
market price increases, possibly reflecting the FCA
pricing changes, and suspect there will need to be
further meaningful rate increases throughout the
year by some competitors to close the jaws
between several years of claims inflation and the
lack of premium inflation. We anticipate inflation
pressures to intensify in the year, driven by supply
chain issues and wage increases across care and
repair networks.
We have seen positive premium momentum
coming into the year and have been able to apply
significant price increases in anticipation of the
During the
yearwe have
significantly
advanced
ourthinking
around climate
change
READ MORE:
Principal
risks and
uncertainties
on page 19
Chief Executive
Officer's Review continued
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expected level of inflation or, if inflation is more
benign than expected, to start to move lower in our
target COR range whilst continuing to grow
premium.
We are excited by the prospects provided by the
diversification of our product offering across two
complimentary lines of business – motorcycle and
taxi. We anticipate these together to deliver around
£40m of gross written premium on an annualised
basis, materially reducing our overall expense ratio
and allowing us to benefit from top line growth
whilst enhancing our margin on the core car
portfolio. It will of course take a while for the profits
from these segments toearn through” and for the
ultimate claims position to become apparent.
We would therefore anticipate significant year-on-
year gross written premium growth whilst
continuing to deliver a COR towards the upper end
of our target COR range.
Entering new markets
We regularly review a range of new business
opportunities, but maintain a high hurdle before we
are prepared to commit time or resource into these.
Having ‘passed’ on many of these, we identified
three opportunities that met our requirements
towards the end of 2021.
Two of these opportunities are in motorcycle
insurance. We have previously announced our
exclusive partnership with MCE Insurance Limited
(“MCE”) and are, today, announcing a further
distribution agreement with Bennetts Motorcycling
Services Limited (“Bennetts”), a motorcycle
insurance broker, where we joined as a panel
member in February on a soft launch basis.
We consider both MCE and Bennetts to be expert
distributors of motorcycle insurance, with
specialised skills and approaches. Crucially they
have allowed us to partner with businesses with
high-quality data and expert insights into the market
– this has allowed us to enter at scale with
confidence. The existing customer bases for MCE
and Bennetts are different and reflect their own
experience, data and historic customer profiles.
The other new product is taxi insurance, where we
are partnering with Freeway UK Insurance Services
Limited (“Freeway”), a long-established and expert
distributor/underwriter (as a Managing General
Agent) of taxi insurance.
Taxi insurance is a market in which we have been
looking to expand our presence, but have been
aware we lacked the required underwriting
knowledge. We believe the relative skill sets
between us and Freeway will allow us to form a
powerful partnership in this market.
These partnerships fit our strategy for new business
lines, having the following key attributes:
Large enough to justify us committing time and
resource
Sabre have ultimate control of pricing
Sabre handle technical claims, specifically
personal injury
A partner with deep expertise in specific market
sectors
Future relationships will be judged against these
key criteria.
In addition, these particular opportunities have
allowed us to diversify into less cyclical adjacent
market areas. Importantly our ability to agree terms
with these partners was underpinned by our
reputation for pricing and an claims expertise, and
ability to execute extremely rapidly.
A key priority for 2022 will be to bed in these new
product lines and ensure they meet our profitability
requirements. We will be cautious about committing
to new opportunities until this has happened.
Other developments
We chose to delay the deployment of our new
flexible insurance product due to focusing on the
launch of motorcycle and taxi insurance. We now
anticipate this going live in Q2 2022 – whilst we will
offer this on a direct basis we also believe there are
opportunities to work with distribution partners –
several have already expressed a keen interest.
In the initial periods we will be operating on a “test
and learn” basis rather than seeking to generate
extensive volumes.
Developments in the insurance market
Sabre was fully prepared for the FCA pricing review,
and this was implemented within Sabre with the
minimum of distraction. Primarily for us the focus
was on meeting the enhanced regulatory reporting
requirements.
The other key industry development was the Ministry
of Justice’s Whiplash Reform Programme. The
transition to this new environment has been
managed smoothly within Sabre, but has been
somewhat disruptive within the industry – indications
are that there has been a reduction in the volume of
whiplash claims, but it is too soon to understand and
assess the impact on the cost of individual small
personal injury claims. As expected we are seeing
changes in the way in which claims are presented,
which possibly seek to circumvent the new rules, for
example where a non-whiplash injury is presented as
the primary claim. A personal favourite is the sudden
prevalence of “Wristlash” injuries.
Our people
I am extremely grateful for the commitment of our
people throughout the various working from home
periods. In return we have sought to reward this
loyalty through continuing to pay bonuses and
award pay-rises despite pressure on our income
during the year.
We have been consistent in our view that we need
to remain an office-based business in order to
maintain our competitive edge. We are currently
recruiting for new colleagues for the first time in
over two years – our trainees need to be in the
office to fully absorb our culture and ways of
working, and they need experienced people
alongside them to help with this.
We are however mindful of the advantages of
providing our employees with some flexibility and
are therefore intending to transition to an allowance
for one day per week working from home for most
people. We currently offer two days per week
working from home, to aid in the adjustment back to
primarily office-based work.
Other developments include the appointment and
training of mental health first-aiders and the
implementation of a new self-service HR system. Our
annual employee survey, encouragingly, highlighted
many positive areas, as well as some things that could
be enhanced that we are actively tackling.
Whilst we are committed to creating and
maintaining an inclusive culture and diverse
workforce we still have more work to do in this area.
We do have some challenges here due to our
(fortunately) very low staff turnover and the
demographics of Dorking, where our only office is
based. In our current recruitment process we are
actively seeking to increase our diversity by
advertising roles in nearby areas with more diverse
populations.
Our environment
During the year we have significantly advanced our
thinking around climate change, in both assessing the
associated risks and mapping-out our steps towards
net-zero. We have also enhanced our disclosure in
order to meet the recommendations set out by the
Taskforce on Climate-related Financial Disclosures.
This has been led by our CFO, aided by the support of
a specialist consultancy. Extensive details on work to
date and our plans are included in the Responsibility
and Sustainability section of this report.
Summary
Overall, having had to grit our teeth for over two
years and allowed our top line to shrink in order to
maintain the strong foundations of our business, we
are now looking into 2022 and onwards with real
excitement. Market conditions have improved
markedly for our core motor product and we are
enthused by the prospects for the new taxi and
motor products.
I look forward to updating shareholders on our
progress throughout 2022 and beyond.
Chief Executive
Officer's Review continued
GEOFF CARTER
Chief Executive Officer
21 March 2021
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Our Values
Sabres values
underpin our
strategy
A FAIR and FOCUSED business
Fair to partners
We enjoy excellent working relationships
with all of our partners, including our
brokers, key suppliers and outsourced
operations. Through the challenging
period of the last two years, we have
worked closely with our partners to assist
intheir continued success. Further
information on how we work with our
partners can be found on page 41.
Focused on
ourstrategy
Our strategy is simple, clear and well
understood by our stakeholders. This is
discussed in detail on page 15, but can
bedistilled further into one thing: focus.
Focus on profitability through obsessive
management of our pricing and rigorous
discipline. Focus on long-term growth by
engaging in the right development projects
at the right time, drawing on our core
strengths. Focus on attracting and retaining
top talent to achieve all of this. And, more
recently, focus on the wider needs of
stakeholders, through our sustainability
andresponsibility programme, which is
discussed in detail on pages 37 to 45.
Fair to customers
At the core of our business sit our
customers. Fair treatment of our customers
is ingrained in the DNA of our business, be
it through provision of high-quality
insurance at a fair price for (almost)
everyone, fast and efficient handling of
claims or high-quality customer
administration through our UK-based
callcentre. Further information on how we
work with our customers can be found on
page 37.
Fair to employees
Sabre’s greatest asset is the talented
groupof individuals who keep the
businessrunning every day, from the
pricing and product teams generating
ourcutting-edge policies, through to the
expert claims team achieving fair customer
outcomes while robustly managing
fraudulent claims. We strive to place the
right people in the right roles at the right
time, while maintaining a happy and safe
working environment. Further information
on how we work with our employees can
be found on pages 38 to 40.
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1. Disciplined
Underwriting
Sabre operates a sophisticated,
actuarially-driven pricing
strategy utilising an agile
proprietary module. Each risk
is individually modelled and
priced using Sabre’s advanced
pricing algorithm, built upon
years of data collection and
expert analysis.
We maintain a robust and
extensive claims management
operation, combined with
counter-fraud expertise, to
ensure that we operate an
efficient, transparent and fair
process.
We hold a unique and extensive
catalogue of claims data,
compiled from more than 19
years of successful, consistent
underwriting. This allows us to
price accurately across the UK
motor insurance market. Our
proprietary data is further
enhanced through the use of
third-party validation and
enrichment.
We enter new, complementary
markets cautiously and only
when adequate margins can be
achieved with an acceptable level
of pricing certainty.
2. Risk
Management
We seek to maintain a
conservative approach to
riskmanagement, through
focusing on allowing
acceptable underwriting risk
while minimising other risks
within the business.
We maintain sufficient capital to
allow operational resilience and
meet regulatory requirements
under all reasonably foreseeable
outcomes. Our target is to hold
140% to 160% of our SCR.
We manage our underwriting risk
through maintaining absolute
discipline in pricing and focusing
on our core strength of
underwriting UK motor business.
Exposure to large individual
claims is managed through
prudent use of reinsurance. In
exchange for a proportion of our
income, a panel of high-quality
reinsurers takes the cost of any
individual loss over £1m.
We keep our operations simple,
which makes the monitoring of
key risk issues straightforward.
We hold considerable invested
assets to back our underwriting,
but do so in very low-risk,
primarily government-backed,
assets.
3.Controlled
Growth
Throughout its history, Sabre
has grown where market
conditions allow, without
compromising profitability.
The UK motor insurance market is
historically cyclical, with periods of
low pricing (soft’ market) followed
by market price increases (‘hard’
market).
Sabre aims to underwrite at
a broadly consistent margin,
irrespective of market conditions.
As claims costs are generally
inflationary, we will increase
our prices year-on-year to cover
that cost.
Sabre becomes more competitive
when the insurance market
hardens.
We aim to enter any market upturn
from a position of strength, where
we are able to grow without
generating excess operational or
capital strain.
Volume is an output from
disciplined underwriting, and we
will not allow it to become a target.
We develop complementary
products cautiously and enter into
new markets where we are
confident that we can apply
Sabre’s abilities in pricing and
claims handling.
4. Operations
Non-core operations are
outsourced, while expertise is
retained in-house.
Generally, volume-dependent
administrative tasks are
outsourced, allowing maximum
operational flexibility.
Our team consists of talented
people making good decisions
every day. We invest in our
people, making sure that they
have the appropriate training and
skills to work well consistently
and apply Sabre’s core values in
everything they do.
As we grow, further automation
will allow staff costs to remain
relatively stable.
5. Distribution
Brokers account for
approximately 66% of the
gross written premium in
2021, with the remainder
being sold through our direct
brands, Insure2Drive and
GoGirl.
The vast majority of motor
insurance policies originate
through price comparison
websites.
Broker relationships allow us to
leverage their well-established
brands, customer relationships
and retail pricing capabilities, as
well as providing privileged
access to certain customer
groups.
Operating our own direct
brands ensures that we can
offer our products to those
customers not served by
traditional brokers, while
allowing us a direct line of
sightto customer and price
comparison site data.
Our
Strategy
Our key
business
principles
Strong returns
and cash
generation
Market-leading
underwriting
performance
Controlled
and attractive
growth across
the cycle
These principles
manifest in our
five strategic
priorities:
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Strategic Report Governance Financials
1
2
3
4
5
Our Business Model
Indirect
distribution
The Group has
established a broad
network of almost
1,000 insurance brokers
across the UK over
the course of more than
20 years.
Direct
distribution
GoGirl
Launched in 2011 to
appeal to young female
drivers.
Insure2Drive
Launched in 2010 as
a general motor
insurance product.
Price
Comparison
Websites
(“PCWs”)
PCWs are websites that
enable customers to
obtain and compare
quotes from a wide
variety of insurers and
brokers. We work with
all of the major PCWs.
In-house
Pricing and Claims
management
The Group has a streamlined
operating model, with certain
functions where the Directors believe
the Group has significant expertise
(such as pricing and claims
management) being maintained
in-house and certain core functions
outsourced to third-party providers,
whom the Directors believe can
improve efficiency and provide scale
optionality.
Partners
Customer support
Telephone sales and phone and email
based customer support for the direct
brands are outsourced to Right
Choice, a specialist motor insurance
broker based in the UK.
FNOL and repair management
First Notice Of Loss and repair
management are outsourced to the
Innovation Group, which provides
support to the insurance, fleet,
automotive and property industries.
Information technology
The Group uses a cloud-based
infrastructure as a service provider,
such that the Group’s IT infrastructure
is hosted by a third party on virtual
servers with state of the art security
and no single point of failure.
Price distribution
Policy prices are distributed to brokers
via a number of specialist software
houses. These software houses
typically provide brokers with sales
and administration systems, as well
as enabling brokers to access policy
prices set by the Group.
Strong cash
generation
Our underwriting discipline and
streamlined operating model give
us confidence that we can deliver
our target dividend pay out ratio
ofa minimum of 70% of profit
after tax.
Premium growth
We anticipate high single-digit
growth in gross written premium
across the insurance cycle, while
maintaining our target combined
operating ratio.
Maintaining expertise
We continue to refine our
underwriting model to drive
increasingly accurate, customer-
focused pricing. We aim to retain
and develop superior levels of
expertise in underwriting and
claims management at all levels
within our business.
Strong balance sheet
Our focus on profitability allows
us to deliver value to shareholders
while maintaining a strong balance
sheet, operating with an excess
regulatory capital target, of 140%
to 160% of our SCR.
Our inputs Our channels Our operating model Value creationHow we manage risk
Analysis
and pricing
expertise
Strong broker
relationships
Proprietary
data
Experienced
senior and
operational
team
Long-standing
management
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Claims experience
Dealing with our customers
both fairly and quickly while
focusing on the identification of
fraud and effective management
of injury claims.
Proprietary
dataset
Extensive dataset,
compiled from more than
19 years of underwriting
experience.
Proprietary and agile
pricing model
Disciplined, actuarially
driven pricing strategy
utilising a proprietary
and agile model.
Underwriting
discipline
Maintaining price
discipline throughout
the insurance cycle.
2021 169.3
2020 173.2
2019
197.0
2021 51.1
2020 48.6
2019 51.5
2021 28.3
2020 26.7
2019 21.9
2021 79.4
2020 75.3
2019 73.4
Our Key
Performance
Indicators
How our KPIs link to Sabre’s strategy
Sabre’s strategic priorities are outlined on page 15
of this report.
The most fundamental of these is underwriting
profitability, and as such Sabres KPIs focus on
measures of profitability – specifically loss ratio,
expense ratio, combined operating ratio and
adjusted profit after tax. As the Group is focused on
managing risk, maintaining an appropriate solvency
coverage is important, so Solvency Coverage Ratio
is considered a KPI.
The Group monitors its growth, and intends to grow
when market conditions allow, as such the level of
gross written premium forms a KPI. Effective
deployment of capital is also considered an
overarching element of Sabre’s strategy, which is
measured through Return on Tangible Equity.
PERFORMANCE
For performance
on all our KPI's
please see CFO’s
review pages 34
to 36
Gross written premium
£’m
Net Loss Ratio
%
Expense Ratio
%
Combined Operating Ratio
%
£169.3m 51.1% 28.3% 79.4%
Definition
The Groups gross written
premium (GWP) comprises all
premiums in respect of policies
underwritten in a particular
financial period, regardless of
whether such policies relate in
whole or in part to a future
financial period. The ability to
underwrite policies and generate
premium is a key measure of
the Group’s implementation of
its strategy, and the Directors
believe this measure is an
appropriate quantification of
how successful the Group is
at achieving its strategy.
Definition
Net loss ratio measures net
insurance claims, less claims
handling expenses, relative
to net earned premium
expressed as a percentage.
Net claims incurred is equal to
gross claims incurred less claims
recovered from reinsurers. Net
earned premium (“NEP”) is
equal to Gross Earned Premium
(“GEP”) less reinsurance
premium ceded during the same
period in respect of which NEP
is measured. GEP is equal to the
sum of GWP and the movement
in the unearned premium
reserve for a particular period.
Definition
The Group’s expense ratio is
ameasure of total expenses
(which comprises commission
expenses and operating
expenses), and claims handling
expenses, relative to NEP,
expressed as a percentage.
Definition
The Group’s COR is the ratio of
total expenses (which comprises
commission expenses and
operating expenses), and net
insurance claims relative to NEP,
expressed as apercentage.
Aim
To maintain growth in GWP
when this can be done without
compromising the underwriting
profitability or broader efficiency
of the Group.
Aim
To maintain our underwriting
discipline such that our loss ratio
remains broadly consistent,
contributing to a COR of 70%
to80%.
Aim
To minimise operating
expenditure within the business
and optimise the efficiency with
which we do business in order
to allow for achievement of a
COR of 70% to 80%.
Aim
Sabre seeks to achieve a COR
of70% to 80% on all business
underwritten. Accordingly, the
loss and expense ratios need to
be managed to ensure they
contribute to the preferred
level of profitability.
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abre Insurance Group plc Annual Report and Accounts 2021
17
Strategic Report Governance Financials
PERFORMANCE
For performance
on all our KPIs
please see CFO’s
review pages
34 to 36
2021 30.1
2020 39.8
2019
45.7
2021 207.9
2020 203.1
2019 213.6
2021 29.2
2020 36.0
2019 41.6
2021 37.2
2020 49.1
2019 56.5
Adjusted profit after tax
£’m
Solvency Coverage Ratio
%
Return on tangible equity
%
Profit before tax
£’m
£ 3 0.1m 2 07.9 % 29.2 % £ 37. 2 m
Definition
The Group’s adjusted profit
after tax measures profit from
operations, net of tax, adjusted
to offset the effect of
amortisation of intangible assets
and exceptional expenses
excluding tax which do not relate
to the Group’s underlying
performance (such as fees
incurred in connection with
acquisitions or capital markets
transactions).
Definition
The Group is required to
maintain regulatory capital at
least equal to its SCR. The SCR
is calculated based upon the
risks presented by the Group’s
operations and the various
elements of its balance sheet.
The Group’s solvency coverage
ratio is the ratio of the Group’s
regulatory capital in a particular
point in time to its SCR for the
same period, expressed as
apercentage. Solvency
coverage ratio is stated before
the final dividend declared in
respect of2020.
Definition
The ability to generate profits
while maintaining capital at an
appropriate level is an important
part of the Group’s strategy,
and the Directors believe that
Return on Tangible Equity is
an appropriate quantification of
how successful the Group is in
achieving this strategy. Return
on tangible equity is measured
as the ratio of the Group’s
adjusted profit after tax to its
average tangible equity over the
financial year, expressed as
apercentage.
Definition
Profit before tax as presented
onan International Financial
Reporting Standards (“IFRS”)
basis represents the Group’s
total income, less expenditure,
before any tax charges or any
other comprehensive income.
Aim
This is a function of Sabre’s
other KPIs and we intend to
deliver sustainable profit growth
over the medium term.
Aim
To maintain a post-dividend
solvency ratio in the range of
140% to 160%, taking into
account specific foreseeable
requirements for capital.
Aim
To make efficient use of the
capital available to the business
and achieve broadly consistent
returns year-on-year.
Aim
Through careful management
of expenses and skilled
underwriting, we intend to
deliver sustainable profit growth
over the mediumterm.
Key Performance
Indicators continued
How our KPIs link to
Directors’ remuneration
Director and senior
managements remuneration
focuses on:
Profit after tax
Return on capital
Total shareholder return
Personal performance
assessments
Customer service
These performance metrics
are directly linked to the Group’s
performance as measured by
the KPIs.
S
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Strategic Report Governance Financials
RECONCILIATION
TO IFRS
MEASURES
A reconciliation
between IFRS
and non-IFRS
measures is
given on pages
155 to 157
Principal Risks
and Uncertainties
Risk management
Managing risk effectively is central to Sabre’s
strategy, and is integral to delivering sustainable
long-term growth for its investors. The Board is
responsible for prudent oversight of the Group’s
business and financial operations, ensuring that they
are conducted in accordance with sound business
principles and with applicable laws and regulations,
and to ensure fair customer outcomes. This includes
a responsibility to articulate and monitor adherence
to the Board’s appetite for exposure to all risk types.
The Board also ensures that measures are in place
to provide independent and objective assurance on
the effective identification and management of risk,
and on the effectiveness of the internal controls in
place to mitigate thoserisks.
The Board has set a robust risk management
strategy and framework as an integral element in its
pursuit of business objectives and in the fulfilment
of its obligations to shareholders, regulators,
customers and employees.
The Group’s risk management framework is
proportionate to the risks that we face. Our
assessment of risk is not static; we continually
reassess the risk environment in which the Group
operates and ensure that we maintain appropriate
mitigation in order to remain within our risk appetite.
Management recognises that risks must be
identified, monitored and mitigated appropriately, to
ensure their negative impacts on the Group are
minimised, whilst accepting that some elements of
risk are core to the operation of the Group, and as
such it is important to identify and accept only the
risks which generate a positive return for the
Company. To do this, risk is managed in the first line
of defence by Management, is reviewed and tested
by the second lines of defence – the Risk and
Compliance functions and the third line of defence
– Internal Audit. Further information regarding the
management of risk by the Group can be found in
the Risk Committee Report on pages 57 and 58.
Risk appetite
The Board recognises that it is both necessary and
desirable for the Group to accept and assume a
level of risk in pursuing its strategy, but notes that
this must be maintained within acceptable limits.
TheGroup generally is risk averse and operates the
business to take advantage of its good utilisation of
its operational resources and its strong ability to
price risks at a consistently profitable level. The
Group does not tolerate risks which impact the
Group’s key objectives of the preservation of capital
and the reliable and consistent performance of the
Group. Whilst developing its risk appetite,
Management considers its stakeholders, including
customers, employees, regulators, shareholders
and suppliers.
The Group has adopted a straightforward risk
appetite reflective of its continued strategic focus
on generating returns through underwriting activity
while limiting exposure to all other areas of risk.
The Group’s risks are summarised on the following
pages:
Governance
The Group aims to operate a simple
governance structure, with clear
reporting lines and direct
accountability. The Group complies
fully with the Senior Managers and
Certification Regime (‘SMCR’) and
Solvency II (“SII”) rules which
provide an adequate framework to
manage the firm’s risk in this
regard. In following these rules, the
Group ensures that those setting
strategy are fit and proper and that
the Board is effective.
Compliance
Sabre aims for complete
compliance with all rules and
regulations, while minimising the
cost to the business of non-value-
adding regulatory activities. Key
regulatory measures, such as SII,
SMCR, FCA Value Measures
Reporting, FCA General Insurance
(“GI”) Pricing Practices, Insurance
Distribution Directive, Treating
Customers Fairly (“TCF”) and
Vulnerable Customers Guidance
are monitored closely by the Board.
Sabre ensures adequate time and
resources are dedicated to the
resolution of upcoming and
emerging regulatory issues to
ensure there is minimal risk of
non-compliance.
Internal Audit
Sabre outsources its internal audit
function, to enable the Company
to benefit from a variety of
subject-matter experts. The
annual Internal Audit Plan intends
to cover all areas of the business
within a three-year period.
Outstanding audit actions are
reported to the Audit Committee
who review on a case-by-case
basis, however it is expected that
all internal audit action points are
completed by their deadline.
Strategic,
Governance,
Regulatory
and
Compliance
Risk area Risk appetite
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Principal Risks and
Uncertainties continued
Underwriting
The Group acknowledges that
accepting underwriting risk is core to
its business. The Group does,
however, aim to ensure that the only
material risk accepted by the firm is
‘pure’ pricing risk and that this risk is
kept within an acceptable tolerance.
Underwriting risk is managed in
particular with reference to the
Group’s pricing and claims
management activity, and through
prudent use of reinsurance.
Reserving
The Group recognises that the
reserves held in respect of incurred
claims require a significant degree of
judgement, and aims in all
circumstances to hold reserves in
accordance with the appropriate
accounting or regulatory framework.
The Group aims to calculate its
reserves on a consistent basis
overtime.
Pricing
Pricing is based on the clear
objective of achieving a positive
margin at all stages of the insurance
cycle such that the target combined
ratio is better than 80%, although
ideally it will be closer to 75%.
Sabre will tolerate a lower level of
written premiums if market
competition conditions dictate
prices that are lower than those
required by Sabre. The volume of
business will be constrained by
pricing policy to remain within:
the Solvency II capital requirement
the operational capacity available
to effectively manage and service
the business
the consequent claims volumes
arising therefrom
The emerging risk of climate change
is considered in the Group’s overall
pricing strategy.
Reinsurance
The Board will determine the levels
of risk retention (reinsurance limits)
based on an assessment of the risk
frequencies (with reference to the
model and other analysis) and will
determine the acceptability of the
reinsurer based on a strong credit
quality and a diversification of the
exposure amongst a panel of
reinsurers. Advice from the
reinsurance broker will also
beconsidered.
In general terms, Sabre will operate
a reinsurance strategy that is prudent
and defensive by maintaining an
attachment point that is lower than
the theoretical optimum level so as
to protect against higher-than-
predicted frequencies of large losses
and thus a large cumulative loss
pattern. Sabre will consider the
credit rating of insurers on its panel
and intends to maintain a portfolio of
an average of no worse than A+.
Claims management
Sabre’s claims management function
is designed to minimise any risk
associated with claims handling, for
example improperly compensated
claimants, claims fraud and
unnecessary delays in claims
payments. Sabre manages this risk
primarily through providing a robust
internal claims training programme
and ensuring that overcapacity
within the claims team is minimised.
Sabre outsources only those
operations which are deemed as
routine, and are therefore low-risk.
Product development
All material product developments,
such as the introduction of the new
motorcycle product, have an
associated project risk assessment
which ensures that all developments
are carried out within the Companys
risk appetite and that any potential
deviations from this appetite are
known, understood and mitigated
where appropriate.
Insurance Operations
In general, the Group attempts to
minimise operational risk across the
business through close monitoring
of key risk areas including IT and
systems, people, regulatory
exposure, outsourcing, financial
crime, taxation and accounting. The
Group aims to comply fully with all
applicable laws and regulations,
including General Data Protection
Requirements (“GDPR”). Supply
chain management is seen as key to
ensuring operational risk is
minimised, particularly where
processes are outsourced to a third
party. The risk of fraud or error is
considered to be pervasive across all
business areas, and as such all
processes are developed in such a
way asto minimise exposure to
suchrisks.
IT systems and cyber
security
Sabre has a zero-tolerance attitude
to risk with regard to the security
of sensitive customer and
company data, and considers
maintaining the integrity of the
Group’s policy and claims data as
paramount. As such, the Group
has invested and continues to
invest in the enhancement of IT
security protocols throughout the
business, and Sabre continually
monitors and remediates security
vulnerabilities using the latest
security measures and updates.
Counterparty
The Group minimises counterparty
risk where possible and monitors
the stability and performance of
brokers closely. Sabre does
acknowledge that in allowing
brokers credit terms, there will
always be some residual degree of
counterparty default risk. Sabre
also accepts a degree of default
risk on its direct instalment
policies, however the rate of
default must remain acceptable in
the context of the interest rate
applied to such policies. The Group
aims to hold all material exposures
with strongly rated counterparties
and to diversify such exposure
where possible. Primarily, this
relates to the Group’s
management of its exposure
toreinsurance.
Risk area Risk appetiteRisk area
Risk appetite
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Principal Risks and
Uncertainties continued
Financial crime
Sabre dedicates considerable
resource to the monitoring and
rebuttal of fraudulent claims,
although this is done on a risk/
reward basis. Sabre undertakes
processes to ensure that
transactions are not undertaken with
sanctioned or politically exposed
individuals and has noappetite for
taking risk in thisregard. The Group
has zerotolerance for internal
financial crime.
Taxation
Sabre always seeks to pay the
correct, fair amount of tax. If in
doubt, Sabre will generally take the
lower risk/higher-tax approach,
where the difference is not
significant. In the case of significant
technical challenges with regard to
taxation, Sabre will engage
appropriate external tax specialists.
Sabre’s Taxation Policy is published
on the Group’s website and
approved by the Board on an annual
basis. Processes are designed to
minimise the risk of error in the
Group’s reporting and payment of
both direct and indirect taxes.
Accounting
Sabre maintains straightforward and
transparent accounting systems and
invests in sufficient resources within
the Finance Team to ensure the
accuracy and consistency of financial
reporting.
Capital management
The Group’s primary capital
requirement is to ensure that the
Group’s assets outweigh its liabilities
at all times, that these liabilities can
be met through sufficient liquid
reserves and that this is the case
under all reasonably foreseeable
scenarios. This will generally be
achieved by the Group adhering to
its Solvency Capital Requirement
(“SCR”). The Group’s policy is to
ensure that at all times and under all
reasonably foreseeable scenarios,
the Group’s net assets on a Solvency
II basis exceed its SCR. This applies
equally to any regulated subsidiary of
the Group. It is the current view of
management and the Board that this
is achieved through maintaining a
SCR of at least 140% at all times. All
material decisions and all
distributions of capital should be
made having considered the impact
on the Group’s SCR.
Investment management
The Group’s investment approach is
to maintain suitable levels of
liquidity; to preserve the capital; and
to invest in low-risk stable
investments that attract a coupon
that is sufficient to meet any
deterioration in the capital value.
Proper regard is given to the credit
standing of custodians and
counterparties. The investment
approach is to maintain good
liquidity; to preserve the Group’s
capital and to invest in low risk stable
investments that attract a yield that
is sufficient to provide a reasonable
return on the required capital.
Investment guidelines are set to
ensure that the Group’s investment
manager adheres to the Group’s
investment policy, which expands
upon these core guidelines.
Finance and
Capital
People are core to Sabre’s
business, and Management are
mindful of the need to maintain a
safe and comfortable work
environment. Sabre manages its
employees in a manner that
minimises the risk of employee
dissatisfaction through the
payment of fair wages and the
provision of a healthy work/life
balance. Sabre invests in the
careful vetting of new employees
and carries out continual random
and targeted background checks
on employees.
Sabre has small Executive and
Leadership Teams and does not
hire employees into positions
where little value would be added
to the business. Therefore, there is
some key-person risk at the higher
levels of the Sabre structure. There
are succession plans in place for
key employees within the Group.
People
Risk appetiteRisk area Risk appetite Risk area
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Strategic Report Governance Financials
Strategic, Governance, Regulatory and Compliance
Key elements Description Mitigation
Strategy
The Board sets an appropriate strategy that
delivers value to stakeholders whilst
maintaining the financial and operational
stability of the Group. Management must
implement this strategy in a timely and
effective manner. Failure to set and execute
an appropriate strategy could result in
deterioration in the value of the business
and misalignment between Management
and the Board.
The Group operates appropriate corporate
governance, as described in the
Governance Report on pages 50 to 53.
Through this, the Board maintains oversight
of Management and the Group’s
performance and financial position.
Regulatory
The Group is subject to a number of
regulatory regimes, including prudential
regulation by the Prudential Regulation
Authority (“PRA”) and conduct regulation by
the Financial Conduct Authority (“FCA”).
This regulation dictates elements of the
Group’s operational activity such as the
manner in which customers are treated and
the recruitment and development of
employees. The FCA continues to focus on
fair market pricing which, while well
managed through the Group’s risk appetite,
nonetheless increases conduct risk for the
Group. Failure to comply fully with prevailing
regulation can lead to monetary or other
sanctions which may impair the Group’s
ability to function. Recent FCA policy
statements on GI Pricing Practices and
Value Measures Reporting will result in the
Group having to demonstrate it understands
its target market and how fair value will be
delivered to the end consumer.
The Group has an extremely low appetite
for accepting any risk other than that which
relates to the underwriting of its insurance
policies, and therefore its decision-making
reflects this in relation to conduct risk and
other regulatory matters. The Group
operates a risk management framework
which is approved by the Board. The Group
monitors legal and regulatory developments
in the UK and closely monitors its exposure
to regulatory risk. The Group culture
ensures the interests of our customers and
their fair treatment are paramount. The
Group’s Head of Compliance reviews and
monitors operational activity to ensure
regulatory requirements are adhered to.
The Group engages with both regulators
on all relevant consultations.
Legal
The Group operates within the UK and is
therefore primarily subject to the
requirements of UK law. Further to those
regulatory and data protection laws
(discussed separately), the Group is
exposed to employment law, Companies
Act legislation and taxlaw. Non-compliance
with laws can result in financial sanctions or
impair the Group or the Group’s Directors’
ability to operate effectively.
The Group has established a robust risk
and control framework and sets the clear
objective to minimise the risk of non-
compliance with all laws and regulations.
A review of all new material contracts is
undertaken.
Principal Risks and
Uncertainties continued
Assessment of Principal Risks
and Uncertainties
The Directors confirm that they have undertaken
a robust assessment of the principal risks and
uncertainties that the Group faces – this includes
those that threaten the business model, future
performance, solvency or liquidity of the Group.
Set out in the following table is an overview of the
principal risks the Board believe could threaten the
Group’s strategy, performance and reputation, and
the actions Management take to respond to and
mitigate those risks.
All such risks are appropriately captured in the
existing risk management framework, and there has
been no significant changes to the risk profile of the
Group in 2021. All risks have been reconsidered in
the context of the COVID-19 pandemic. Particular
risk issues considered by the Board during the year
include:
the impact of climate change on Sabre’s business
and operations
the ongoing impact of the COVID-19 pandemic
the continued risks around the UK’s exit from the
EU
the impact of the implementing the FCA’s review
of market pricing
legal reform around small personal injury claims
the planned withdrawal of LIBOR (2022)
the impact of the launch and continued provision
of motorcycle insurance
cyber risks
Each of these issues has been incorporated into the
table on the following pages.
Having given both new and evolving risks due
consideration, the Directors continue to consider
insurance activity to present the most material risk
to the Group, in particular the estimation risk of
reserving and the ability to price premiums correctly.
READ MORE
about our
Directors from
page 47
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Strategic Report Governance Financials
Insurance
Key elements Description Mitigation
Pricing
Failure to price risks effectively can result in
worse-than-expected loss ratios or
significant unexpected changes in volumes
of business written. This includes
appropriate estimation of the increasing
cost of claims, through both historic trends,
such as repair costs, and emerging
considerations such as climate change and
the impact of legal reforms. The ongoing
behavioural changes resulting from
COVID-19-related restrictions present a
particular challenge in estimating the future
cost associated with motor insurance
policies.
The Group operates a highly sophisticated
pricing model which is built upon fully
tested scientific principles. The model is
updated only when sufficient data has been
collected and analysed tosupport such a
change.
Management continually monitors the
market for pricing developments, but
prioritises maintenance of strong margins
over the volume of business written.
Expected behavioural changes, such as a
reduction in miles driven due to travel
restrictions, are projected and built into the
Group’s pricing models.
We consider the impact in the changing
profile of physical risks related to climate
change in pricing our policies.
Changes in the costs of claims settlements
which could relateto climate change are
captured in our normal-course reviews of
policy pricing. The pricing of all new
products is carefully assessed and closely
monitored by the Chief Actuary and his
team.
Claims
management
A consistent approach to the management
of claims is essential for the accurate pricing
of policies based upon claims experience
and is key to limiting the indemnity cost of
such claims.
The Group ensures that all claims
employees are appropriately trained in the
‘Sabre way’ of managing claims, ensuring a
fair outcome for both the claimant and the
Group. Sabre uses outsourced specialists to
deal with the first notification of loss and as
such this ensures that the projected volume
of claims which will be handled by the
business is not in excess of the capacity of
skilled claims handlers available to the
Claims Team.
Principal Risks and
Uncertainties continued
Key elements Description Mitigation
Reserving
Inappropriate estimation of the ultimate cost
of claims incurred can lead to corrections in
future periods which could have a
detrimental impact on the Group’s capital
position and profitability. Further, incorrect
reserving can lead to errors in the pricing of
new policies due to a poor view of the
profitability of business already written.
Estimates made in relation to inflationary, or
potentially inflationary, factors such as legal
reform, climate change and theUK’s
departure from the EU are equally relevant
to reserving.
There is a consistent and cautious approach
to reserving with a risk margin held above
the actuarial best estimate. The Group’s
actuarial function analyses and projects
historic claims development data and uses a
number of actuarial techniques to both test
and forecast claims provisions. In addition,
external actuaries assess the adequacy of
the Group’s reserves. The Group also
commissions an additional independent
actuarial review on a triennial basis.
Large losses
A small number of random very large claims
could have a significant impact on the
short-term profitability and capital position
of the Group.
Reinsurance is purchased on an excess-of-
loss basis to limit the impact of large
individual losses and catastrophic events.
Reinsurance
Should reinsurance become unavailable at
an acceptable cost, the Group’s profit would
become considerably more volatile and its
capital position would suffer.
The Group ensures that pricing decisions
are taken on the basis that the gross loss
ratio should be preserved in the long term,
such that reinsurers achieve satisfactory
returns through their relationship with
Sabre. This ensures the greatest possible
appetite for reinsurers to renew with Sabre.
Sabre maintains an open and transparent
relationship with all reinsurers on its panel.
Insurance
market
exposure
The Group operates solely within the UK
motor insurance market. The ability to sell
policies at an appropriate margin is therefore
impacted by new entrants offering
discounted policies or irrational behaviour by
existing participants.
The Group monitors the impact of its pricing
decisions on the volume of business written
and has close relationships with key broker
partners and other industry bodies. The
Group’s strategy to maintain profitability
over volume dictates that extreme
corrective action will not be taken during
any short-term reductions in market prices
caused by competitor activity.
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Strategic Report Governance Financials
Operations
Key elements Description Mitigation
IT systems
and
infrastructure
The Group operates bespoke IT systems
and is reliant on the accurate recording,
storage and recall of data. Failure of these
systems could result in the business being
unable to price or process new business, or
manage claims effectively. IT systems are
supported by a third party and hosted in
external data centres. This creates a
dependency on these suppliers.
The move to remote working as a result of
the COVID-19 pandemic restrictions
presents an additional layer of risk.
The Group operates a small number of key
systems which are overseen by a highly
experienced team of bespoke systems
specialists. A robust backup and recovery
plan is in place toensure continuity of
systems in the event of local system failure.
The Group has sought to avoid any
identifiable single points of failure, and
maintains continuity solutions for all key
services.
All system and operational changes
implemented in responseto COVID-19 are
fully risk-assessed. Due to the structure of
theGroup’s IT platform, remote working
presents a very limitedlevel of additional
risk.
Principal Risks and
Uncertainties continued
Key elements Description Mitigation
IT systems
and cyber
security
Loss of data, including personal data, could
lead to significant financial or reputational
detriment. Theft of the Group’s intellectual
property could impact the ability of the
Group to compete in the market. This is an
area of increasingly complex regulation,
including the General Data Protection
Requirements (“GDPR”). As with the
considerations around IT Infrastructure, the
temporary move to remote working
presents a potential for increased risk in IT
security.
The Group addresses issues such as the
GDPR proactively, establishing working
groups which report to the Executive
Committee where required. The Group
takes a zero-tolerance approach to the risk
of loss of personal data or its own
intellectual property and has a framework of
system-level and other operational controls
to ensureit is appropriately safeguarded.
The Group’s remote working capability has
been implemented in such a way that the
flow of data is unchanged, with employees
having limited, remote access to virtual
machines.
The Company has continual vulnerability
scanning in place and permanent
remediation plans, as and when required.
Outsourcing
The use of outsourced functions in routine
operations, such as customer services,
exposes the Group to the practices and
procedures prevalent at the outsourced
operation.
The Group monitors its outsourced
operations closely, throughregular audits
and monitoring of key performance metrics.
Distribution
While the Group accesses the market
through almost all brokers within the UK,
much of its business is written through a
relatively small number of large brokers. It is
therefore particularly exposed to the failure
of those brokers.
The Group monitors its exposure to its
broker partners on a continual basis and
continually reviews the financial stability and
solvency ofits larger brokers.
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Strategic Report Governance Financials
Finance and Capital
Key elements Description Mitigation
Interest rate
The Group invests primarily in government-
backed securities and other fixed-interest
securities and is therefore exposed to the
impact of interest rate movements on the
value of these investments. The valuation
and creditworthiness of such assets can be
impacted by macro-economic factors, such
as political uncertainty, economic factors
driven by the COVID-19 pandemic and the
ongoing impact of the UK’s exit from the
EU.
The investment portfolio is relatively
short-term, limiting the impact of interest
rate movements on the valuation of
invested assets. The maturity profile of
these investments is designed to match the
pattern of outgoing claims payments, such
that on a Solvency II basis the impact of any
movement in interest rates is mitigated by a
converse movement in the value of claims
liabilities, which are discounted on the
regulatory balance sheet.
The appointment of an investment manager
ensures that investment decisions are made
on the basis of the most up-to-date and
relevant information.
Default
The Group is exposed to counterparty
default risk in four main areas: investment
assets, amounts due from customers,
amounts due from brokers and amounts
due from reinsurers. Failure to recover funds
due from counterparties could result in
write-offs which would reduce profit and
damage the Group’s capital position.
Similarly, excess exposure to poorly rated
counterparties can increase Sabre’s capital
requirement.
The creditworthiness of the Group’s
counterparties has been considered in the
context of the economic uncertainty caused
by the COVID-19 pandemic. We have not
identified any material deterioration in the
quality of our financial assets and
receivables.
The Group invests primarily in government-
backed securities and a diverse selection of
highly-rated corporate bonds, which carry a
very low risk of default.
The Group operates a robust programme of
credit control and performs due diligence on
broker partners as relationships are entered
into and continually through the life of those
relationships.
The financial security of reinsurers is
considered when selecting panel members
and reviewed on a regular basis.
Principal Risks and
Uncertainties continued
Key elements Description Mitigation
Liquidity
Inadequate monitoring of liquidity could
result in the inability to meet liabilities as
they fall due.
The Group maintains sufficient cash
reserves at all times to meet its best
estimate of short-term liabilities and
monitors this position continually. While the
Group considers its investment portfolio to
consist of actively traded assets and
therefore liquid, it ensures that the maturity
of its investment portfolio is matched to its
ongoing cash requirement.
Capital
management
and solvency
position
If the Group fails to maintain adequate
solvency capital, this could result in
regulatory intervention which may limit
profitability or the ability of the Group to
distribute capital. Some issues impact
primarily on the solvency position but do not
affect the trading result of the Group. The
emerging issue of the withdrawal of LIBOR
is the most relevant example. This may
impact the valuation of the Group’s
technical provisions, although the timing
and effect (if any) are unknown.
The Group has strong governance in place
to monitor its solvency position on a
continual basis, including forecast solvency
and scenario testing, primarily as part of the
Group’s Own Risk and Solvency
Assessment (“ORSA”) process. The Group
ensures that key elements of judgement,
such as reserving, are reviewed by the
Audit and Risk Committees and undergo
appropriate independent scrutiny.
Financial
crime
Financial crime, whether internal or external,
could result in material loss of assets and
significant reputational risk. Financial crime
can include misappropriation of assets or
fraudulent activity designed to misrepresent
the financial performance or position of the
Company. We do not consider that the
temporary move to home working has
significantly increased our exposure to
financial crime.
Ownership and management of operational
risks sit with the first line business
functions. While substantial internal controls
are in place to mitigate the risk of financial
crime, the Group considers its culture and
‘tone from the top’ to be key in raising
awareness of external crime and limiting the
risk of occurrence of internal financial crime.
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Strategic Report Governance Financials
People
Key elements Description Mitigation
Employees
The quality of our employees is central to
the success of Sabre, and the potential loss
of employees or the inability to recruit
quality employees may have an adverse
impact on the performance of the Group.
The Group seeks to attract, retain and
develop its employees by:
Running training programmes for those
joining the Group
Creating a hardworking and enjoyable
workplace
Half-yearly appraisals
Annual pay reviews
Appointment of a Non-executive Director
responsible for employees’ views
Prior to 2020, the Chief Executive Officer
held regular lunches with employees. As
remote working continued throughout the
majority of 2020 and 2021, the Group has
attempted to maintain employee
engagement through remote team sessions
and Chief Executive Officer presentations.
The Group regularly reviews emerging and ongoing systemic risks, which could have an impact on the
Group. During the year the Group identified, reviewed and monitored emerging and ongoing systemic risks
and sees the following risks as notable.
Principal Risks and
Uncertainties continued
Ongoing Systemic Risks
Key elements Description Mitigation
Impact of
COVID-19
The global outbreak of COVID-19 presents
operational, market, counterparty and
insurance risk to the Group.
The Directors continue to monitor these
risks closely and take all appropriate steps
to manage the impact on policyholders,
employees and other stakeholders. This is
discussed in more detail in the Chief
Executive Officer’s Report on pages 11 to
13.
Climate
change
The risk of climate change could have a
negative impact on the earnings or financial
position of the Group. For example, there
could be an impact on the cost of claims in
the long-term. Further information on this
can be found in the Responsibility and
Sustainability section of this report on
pages 37 to 45.
The Group has appointed the Chief Financial
Officer to oversee the management of this
risk and its impact on the Company is
reviewed at least annually at the Group’s
Risk Committee. We have sought to
integrate the consideration of climate risks
within the Group’s decision-making
processes and continue to improve the
clarity and usefulness of our disclosures
around climate change. Further information
on the Group’s considerations relating to the
environment and climate change can be
found on pages 42 to 45 of this report.
Inflation
Cost inflation is currently high across the UK
and global economy. In general, the costs
related to insurance claims have
experienced inflation of 7% to 8% for
several years. We expect this wider inflation
to not only increase pressure on claims
costs further but also to impact the Group’s
wider expense base.
In setting insurance premiums and in
calculating the expected cost of claims used
for setting the Group’s insurance liabilities,
Sabre uses an up-to-date assessment of the
current inflationary environment. We expect
market pricing to adapt to this increasing cost
base and therefore any price rises applied
should have a low impact on our
competitiveness in the medium-term. We will
continue to monitor and model the changes in
costs and adjust our prices accordingly.
Brexit
The risk of economic and/or political
uncertaintyasa result of the UK leaving the
EU.
As a UK-only insurer, the Group believes that
Brexit has not had a significant impact on the
Group. We continue to monitor the impact of
Brexit across the business, particularly on
costs such as replacement parts and
long-term care.
War in Ukraine
At the time of writing this report, the war in Ukraine was continuing. Although Sabre is a UK based
business, global issues, such as those in Ukraine, can have significant impact on the Group. The
Company has reviewed the impact on its risk profile from the crisis and have updated the individual risks
relating to the crisis, notably increases in inflation and energy costs, and supply chain issues, as well as
identifying the crisis in Ukraine as an emerging risk.
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Strategic Report Governance Financials
Viability Statement
The Board considers the Group’s financial status and
viability on a regular basis as part of its programme
to monitor and manage risk. In accordance with
provision C.2.2 of the UK Corporate Governance
Code 2018, the Directors have assessed the
Group’s prospects and viability for the three-year
period to 31 December 2024, taking into account
the Group’s current position and the potential impact
of the principal risks. The assessment period of
three years has been chosen as it is in line with our
business planning horizon. This is consistent with
the time horizon projected for most scenarios
assessed through the Group’s Own Risk and
Solvency Assessment ('ORSA') process. The
cyclical nature of the motor insurance market means
that projecting for periods longer than three years
creates material uncertainty; however, we do review
longer-term strategic developments and emerging
risks over longer time periods. The Directors have
assessed the same period in their assessment of
the Group’s status as a going concern.
Consideration of long-term viability
The assessment of principal risks facing the Group
and robust downside sensitivity analysis leads the
Board to a reasonable expectation that the Group
will remain viable, continue in operation and meet
its liabilities as they become due over the viability
period through to 31 December 2024.
The impact of COVID-19
COVID-19, and the related response by the UK
government, continued to have a material impact on
the Group’s income and expenditure in 2021,
although the impact on overall profitability and
balance sheet valuation was not significant. In 2020
we considered the future long- and short-term
impacts of the pandemic. Our assessment of the
impact in 2021 was supportive of this original
analysis. A summary of this is given below.
Impact on the 2021 financial position
and result
The solvency position of the Group and its operating
subsidiary was largely unaffected by the outbreak of
COVID-19 in the UK. The effect on the Group’s
solvency position was minimal, and the Group did
not need to rely upon the strong solvency position
held pre-pandemic. Because of this, and the
resilience of the Group’s capital generation, the
Group remained able to pay dividends during 2021.
The regulatory capital position of the Group and its
operating entity is highly correlated to the size of the
in-force book. Therefore, financial scenarios which
result in a shrinkage in the size of the business
involve an inherent reduction in the SCR, which we
saw in 2021, albeit offset by some increase in market
risk as a result of the new investment portfolio.
Assessing viability
In making their assessment, the Board took into
account the potential impact of the principal risks
that could prevent the Group from achieving its
strategic objectives. The assessment was based on
the Group’s ORSA process, which brings together
managements view of current and emerging risks,
with scenario-based analysis and reverse stress
testing to form a conclusion as to the financial
stability of the Group. Consideration was also given
to a number of other individual risks and events. In
the Board’s estimation these events would not
plausibly occur to a level of materiality that would
endanger the Group’s viability. The assessment also
included consideration of any scenarios which might
cause the business to breach its solvency
requirements which are not otherwise covered in
the risk-based scenario testing.
Conclusion
Based on the consolidated financial impact of the
sensitivity analysis and associated mitigating internal
controls and risk management actions, as described
in detail for each principal risk, the Directors
concluded that the Group will be able to operate
within its solvency capital appetite and maintain
sufficient liquid investments and cash reserves to
meet its funding needs over the viability period.
The Group’s investment portfolio consists of
diverse, highly-rated bonds, predominantly
government-backed. This portfolio proved to be
extremely resilient during the market turmoil of 2020
and 2021 with little negative movement in market
value. A small number of bonds have been placed
under watch, but their impact on the portfolio is
immaterial to the Group’s Solvency position.
The Group’s Expected Credit Loss (“ECL”) provision
has also remained stable throughout the year, but
management is continuously monitoring the credit
quality of the counterparties to which it is exposed.
The Group continuously assessed its SCR during
2021. The Group achieved a solvency coverage ratio
of 196% at year end, exceeding the target ratio of
140% to 160% and did not drop below this range
throughout the year. Refer to Note 2 of the financial
statements for detail on capital management.
The liquidity position of the Group is outlined in Note
6 of the Financial Statements. The short-term
liabilities of the Group remain adequately covered by
the liquid assets. We continue to monitor the liquidity
of our assets and the financial markets, to ensure
cash outflows are appropriately matched. All of the
Group’s cash and cash equivalents are invested in
highly liquid money markets and bank deposits.
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Short-term impacts
The short-term impacts of COVID-19 were outlined
in our 2020 Annual Report and Accounts. These
were:
The business moved quickly to remote working.
This added little cost (and in some cases reduced
expenditure) and there were been no detrimental
effects on operations since remote working was
initiated in 2020.
Claims costs generally reduced during those
periods during which travel was restricted. This
adds an element of estimation uncertainty to
pricing, in that we price policies to a fixed margin
and hence must estimate the total cost of claims
across the policy period.
Heavy price discounting by our competitors, partly
as a result of the above, has continued to impact
Sabre’s competitiveness. Along with this, the
‘events’ which often drive business towards
Sabre, such as learning to drive or buying a new
car, occur far less regularly. These factors
combined appear to have reduced Sabre’s
revenue by 20-40% in those months where
lockdown was most extreme.
We therefore see the most material risk as being a
significant, short-term, drop in premium. We have
therefore modelled this as part of our viability
assessment.
The impact of climate change
We discuss the impact of climate change in detail
on pages 42 to 45 of this report. We have assessed
the short, medium and long-term risks associated
with climate change. Given the geographical
diversity of the Group’s policyholders within the UK
and the Group’s reinsurance programme, it is highly
unlikely that a climate event will materially impact
Sabre’s ability to continue trading. More likely is that
the costs associated with the transition to a
low-carbon economy will impact the Groups
indemnity spend, as electric vehicles are currently
relatively expensive to fix. We expect that this is
somewhat, or perhaps completely, offset by
advances in technology reducing the frequency of
claims, in particular bodily injury claims which are
generally far more expensive than damage to
vehicles. These changes in the costs of claims are
gradual and as such reflected in our claims
experience and fed into the pricing of our policies.
However, if the propensity to travel by car
decreases overall this could impact the Group’s
income in the long term, but this is not expected to
be material within the viability period of three years.
We do not consider it plausible that such a decrease
would be as severe as the scenarios that we have
modelled as part of our viability testing exercise.
Medium and long-term impacts
The medium and long-term effects of COVID-19 are
defined by two things – how long it takes for the UK
to return to ‘normal’, and whether the future
steady-state is similar to pre-COVID. The key
considerations relate to the impact on the overall
size of the UK motor insurance market. We see
arguments for the size of the market increasing due
to a less favourable attitude to public transport, or
shrinking should people not return to the same level
of travel as pre-COVID-19. In any case, we see any
structural change in the market to be gradual and do
not expect this to have any material impact on the
viability period which we are assessing.
Viability and going concern due to
COVID-19
The Group and its operating entity have considered
various stress scenarios related to the pandemic.
These risk scenarios indicate that the pandemic will
not change the going concern status of the Group
and its operating subsidiary. The Group trades from
a robust capital position and is expected to remain
well capitalised under all reasonable financial and
operational stress scenarios.
Viability Statement
continued
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Scenarios modelled and link to principal
risks
This table shows some of the key scenarios
modelled as part of our viability testing exercise, and
the risks to which they most closely relate. Some
detail on the types of stresses modelled in each
scenario is given below:
Reserve strengthening: An instantaneous
20% increase in net reserves
Reinsurer failure: The instantaneous failure of the
reinsurer with which we hold the largest
recoverable positions
Significant short-term drop in premium: A 50%
drop in premium for a period of three months
Long-term drop in premium: A 20% annual
shrinkage in premium over the viability period
Increase in expenses: A 25% inflation in
operational expenditure
Drop in income and above-expected claims costs:
10% shrinkage and 10% increase in net loss ratio
Investment valuations: A 25% decrease in the
market value of the corporate bond portfolio
We have also modelled worst-case scenarios which
combine these events.
Viability Statement
continued
Scenario
Risk
Reserve
Strengthening
Reinsurer
failure
Short-term
significant
drop in
premium
Long-term
drop in
premium
Increase in
expenses
Drop in
income
and above-
expected
claims costs
Investment
valuations
and cash flow
Pricing
Claims management
Reserving
Large losses
Reinsurance
Insurance market exposure
IT systems and
infrastructure
IT security
Outsourcing
Distribution
Default
Interest rate
Liquidity
Capital management
Financial crime
Employees
Climate change
Brexit
COVID-19
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Strategic Report Governance Financials
Section 172
Fair, risk-based
pricing and
reliable returns
SECTION 172 (1) STATEMENT
This section of the Strategic Report describes how
the Directors have had regard to the matters set out
in section 172 (1) (a) to (f), and forms the Directors’
statement required under section 414CZA of the
Companies Act 2006.
Stakeholders and our Board
Sabre aims to provide high-quality motor insurance
at a fair price, while making attractive returns for its
shareholders under any market conditions. This can
only be achieved through engagement with, and
consideration of, all stakeholders including our
employees, customers, suppliers and regulators.
Stakeholder engagement
The Board recognises that the needs and relevance
of different groups of stakeholders can vary over
time, and as such the Board seeks to understand
the needs and priorities of each stakeholder as part
of its decision-making. This is integral to the way
the Board operates.
Pages 31 to 32 of the Strategic Report sets out who
our stakeholders are and how our strategy impacts
them. We further discuss how we engage with our
key stakeholders, and our own employees, on
pages 38 to 40 of the Strategic Report.
Our purpose
To provide motor insurance, available
to the widest possible range of drivers,
based upon a fair, risk-based pricing
model that is consistent across all
customers. Generate reliable returns
and return this to shareholders, or
reinvest in the business in order to
increase future returns.
Listening to the needs of stakeholders
Our Board interacts with stakeholders through
direct engagement as well as through information
provided by Management.
Key engagement activities include:
Appointing a Non-executive Director to be
responsible for direct employee engagement,
which involves meeting with employees at all
levels within the business throughout the year in
order to discuss their concerns, ambitions, and
views on the business
Review and assessment of the results of annual
employee surveys
Engaging with shareholders: at the regular
management roadshows, attendance at investor
conferences and through meetings with the
Chairman
The Board and management allow time for
informal discussions with shareholders before and
after the Group’s Annual General Meeting. This is
an opportunity to interact with smaller, non-
institutional shareholders
Regular supervisory meetings between individual
Board members and the Group’s regulatory
supervisory team, which facilitates wider discussion
of the issues facing the insurance industry as a
whole, as well as Company-specific matters
Reports from executive management to the
Board on customer service, including complaints
root-cause analysis and whether customer service
metrics have been met
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This table demonstrates where further information
on how the Board has met these responsibilities is
disclosed:
Long-term
Results
Strategy p15
Chairman’s Letter p7
Market Context p9
CEOs Review p11 to 13
Business Model p16
KPIs p17 to 18
Principal Risks and Uncertainties p19to 26
CFO’s Report p34 to 36
Viability Statement p27
Audit Committee Report p54 to 56
Risk Committee Report p57 to 58
Employees
Business Model p16
CEOs Review p11 to 13
Employees section of the CSR Report
p38 to 39
Board Principal Decisions p33
Chairman’s Governance Letter p46
Remuneration Committee Report p61
Directors’ Remuneration Report p64
Employee Designated NED p38
Stakeholders
Strategy Operations p15
Strategy Distribution p15
Strategic Priorities p15
CEOs Review p11
Business Model p16
CSR Report p37 to 45
Community and
Environment
CEOs Review p11
CSR Report p37 to 45
Directors’ Report p82
Reputation
Strategy Report p15
CEOs Review p11
Governance Report p50
Fairness for
shareholders
Strategy Report p15
Governance Report p50
Remuneration Committee Report p61
Directors’ Remuneration Report p71
Embedding stakeholder interests within our
culture
Through informed discussion at Board level, our
Executive Team carries forward stakeholder
consideration into and throughout the business.
Sabre operates a culture of openness and
transparency, with management at all levels
working amongst their operational teams, ensuring
that the tone from the top is well embedded in the
day-to-day operations of the Company.
Ensuring stakeholder interests are taken into
account
The Board take their responsibilities under Section
172 of the Companies Act very seriously. The Board
is aware that the Directors of the Company must act
in good faith, and in ways that promote the success
of the Company for the benefit of its members, and
in doing so have regard to:
the likely consequences of any decision in the
long term
the interests of the company's employees
the need to foster the Company's business
relationships with suppliers, customers and others
the impact of the Company's operations on the
community and the environment,
the desirability of the Company maintaining a
reputation for high standards of business conduct
the need to act fairly as between members of the
Company
Section 172 continued
How s.172 is applied
across our stakeholders
Shareholders
Underwriting performance
Delivering consistent and attractive returns on
capital.
Risk management
Minimise volatility in result and maximise available
capital.
Growth
Increasing value and absolute returns over time.
Operations
Enhancing operational efficiency and minimising
cost.
Distribution
A flexible distribution model allows protection of
bottom-line throughout the market cycle and
responds to emerging customer demand.
Employees
Underwriting performance
Stable business model allows for long-term,
rewarding careers.
Risk management
Job security in a supportive, culturally sensitive
environment.
Growth
Over time, internal opportunities to develop and
grow with the business.
Operations
Skills-based operations allow for fulfilling
employment. Conformity with best practice.
Distribution
Broker-led distribution retains technical skills
in-house.
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Regulators
Underwriting performance
Only underwrite business that will meet our target
margins and generate appropriate regulatory capital.
Risk management
Maintain capital headroom. Minimise conduct risk
and ensure full compliance with legal and regulatory
landscape.
Growth
Grow when the market allows, without sacrificing
profitability or capital security.
Operations
Ensure accurate, timely reporting and close
monitoring of regulatory risk areas.
Distribution
Broker audits and on-boarding processes ensure a
fully compliant customer journey.
Customers
Underwriting performance
Provide a quote for almost all potential customers,
based upon the expected cost to us in providing
that policy, irrespective of the individual’s shopping
or behavioural habits.
Risk management
Certainty that cover will be honoured and that the
Group will retain the means to settle any claims
which fall due. Comfort that we operate in line with
all applicable laws and regulations.
Growth
Over time, scale benefits allow lower prices without
sacrificing margin.
Operations
Efficient, consistent service from our claims and
front-end administrative units, along with effective
operational controls to allow for fast, accurate
transactions.
Distribution
Obtaining a Sabre quote is easy, whether through a
broker’s branch, price comparison website or direct
through our brands, meaning almost everyone has
access to a Sabre policy.
Society
Underwriting performance
Providing access to insurance to as wide a group as
possible, reducing the risk of uninsured drivers.
Risk management
Financial stability and strong balance sheet present
lowest possible systemic risk.
Growth
Increasing employment in the local community,
while monitoring our impact on the environment.
Operations
Ensuring efficient use of resources and managing
the Group’s impact on our local environment.
Distribution
Making our product available as widely as possible,
at a fair price to all.
Section 172 continued
Partners
Underwriting performance
Cash-positive business makes Sabre a reliable
counterparty.
Risk management
Certainty of liquidity to meet debts as they fall due.
Growth
Become an increasingly valuable trading partner
over time.
Operations
Make timely, accurate payments to all suppliers.
Distribution
Fair, consistent terms with our distribution partners.
Sabre Insurance Group plc Annual Report and Accounts 2021
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Strategic Report Governance Financials
During 2021, the Board made the decision to pay a
full ordinary and interim dividend in line with the
Group’s policy, as well as a special dividend
reflecting the distribution of excess capital in line
with the expectations of most shareholders. The
Board was able to make this decision on the basis
of significant capital modelling and having gained a
good understanding of the economic impact of the
COVID-19 pandemic.
Strategy
The Group’s strategy is well documented within this
report, and has changed little in the past two
decades. This Board does, however, review the
Group’s strategy against its best understanding of
the needs of key stakeholders. In September 2021,
the Board held its annual ‘Strategy day, at which the
existing strategy was assessed primarily against the
needs of shareholders, customers, staff and our
regulators. The Board concluded that the needs of
our key stakeholders were well met through the
current strategy, which remained in line with that
disclosed at IPO. The Board considered whether
continued market softness should drive a change in
strategy, however concluded that the current,
focused approach was likely to give the best
long-term result for shareholders as well as the best
prices for customers and the best level of customer
service. In 2020, the Board approved management's
proposal that complimentary and parallel lines of
expansion could help reduce volatility in the
performance of the Group and re-iterated this in
2021. This directly led to the Group’s entry in into the
motorcycle insurance market in November 2021.
Entry into the motorcycle insurance market
During 2021, the Board considers that the Group’s
overall stability and profitability could be improved
through the entry into parallel, complementary lines
of insurance. An analysis of motorcycle insurance
showed that this market was poorly served by its
current underwriters, particularly with respect to the
quality of claims handling and the sophistication of
policy pricing. Sabre’s entry into the market could
bring such claims handling experience and pricing
expertise, improving the fairness of policy pricing and
reducing payments related to fraud and overstated
claims, ultimately to the benefit of both the
policyholder and the insurer. When an opportunity
arose in November 2021 for the Company to replace
the previous underwriter supporting the broker MCE
Insurance Ltd, the Board was able to approve an
extremely fast implementation.
Dividend
The Group’s dividend policy states that an ordinary
dividend will be paid based on 70% of the year’s
profit after tax, with the potential for additional capital
to be distributed by way of a special dividend as
appropriate. The Board assesses whether to pay a
special dividend on an annual basis once the result
for the year is known. This decision is made primarily
based upon the financial position of the Group, as
demonstrated through its SCR coverage ratio, as well
as projected capital needs and the wider economic
and market backdrop. The Board considers this to
meet the overriding need of all shareholders,
customers, staff and our regulators, for the Company
to remain a solvent, viable trading entity under all
reasonably foreseeable circumstances. The Board
also makes a secondary consideration of the
expectation of shareholders, understanding that
many of the Group’s investors hold stock in order to
benefit from the strong dividend flow.
Key Board decisions during the financial
year ending 31 December 2021
The Board recognises the importance of making
decisions in a manner which ensures that all of the
Group’s stakeholders are treated consistently and
fairly. This can be demonstrated through the below
key decisions, which were made by the Board
during the financial year ending 31 December 2021.
Continued impact of COVID-19 pandemic
The COVID-19 pandemic remained a significant
factor in the management of the business during
2021. Having successfully managed the transition
from office-based to home-based working during
2020, the Board continued to support the
government’s rules and guidance in order to keep
the workforce safe while, only when appropriate,
moving back towards a primarily office-based work
environment, with some allowance for hybrid and
flexible working. The Board has agreed with
Management’s view that working from the office
provides the best opportunity for innovation,
collaboration and recognition, while understanding
that the needs and expectations of employees have
evolved over the past two years.
The Board also continued to support the ABI
customer initiatives. The impact of changing
freedoms and behaviours has remained key to the
Companys core business model, and the Board has
examined closely the impact of lower volumes of
quotation activity within the market and continued
heavy discounting of motor policies by some
competitors during much of the year. The
Company’s response to these conditions has
weighed the primary purpose of the business
against the needs of policyholders and the
overriding requirement to ensure the Group remains
financially stable.
Section 172 continued
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Strategic Report Governance Financials
Chief Financial Officer's Review
Having faced four years of soft
pricing in motor insurance
andoperated through
unprecedented conditions
during the pandemic, we
have laid the foundations for
the next stage of our journey.
In many ways, the start of 2021 felt very similar to
the pandemic-era months of 2020. We experienced
continued pressure on premium income through
low numbers of potential new customers coming to
market – again driven by a lack of new drivers and
slow car sales. We also saw continued heavy price
discounting in the market, maintaining the soft
market conditions which had already extended
many months longer than history would suggest
should be the case. We held our pricing discipline,
reducing prices only to reflect expected savings due
to anticipated reductions in traffic volume, but also
reflecting continued high levels of claims inflation.
Together, these factors contributed to a dip in
premium income during the first half of 2021 and
into Q3. Alongside this, we saw evidence of further
price decreases in the market ahead of the FCA
pricing review, implemented from 1st January 2022,
which prohibits discounting at new business where
this would create a differential between prices for
new and renewing customers.
Highlights
2021 2020
Gross written premium
£169.3m
£173.2m
Net loss ratio
51.1%
48.6%
Expense ratio
28.3%
26.7%
Combined operating ratio
79.4%
75.3%
Adjusted profit after tax
£30.1m
£39.8m
Profit after tax
£30.1m
£39.8m
Solvency coverage ratio
(pre-dividend)
208%
203%
Solvency coverage ratio
(post-dividend)
164%
155%
Return on tangible equity
29.2%
36.0%
ADAM WESTWOOD
Chief Financial Officer
Building a strong
foundation
for growth
S
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Strategic Report Governance Financials
MORE DETAIL
on our financial
statements can
be found from
page 86
New data and
rating factors
have positively
impacted our
performance
in 2021
READ MORE
about our
strategy on
page 15
The level of other technical income and instalment
income remains broadly proportionate to the
amount of direct business written, notwithstanding
that instalment income is earned over the life of a
financed policy while other income is generally
recognised upfront.
Investment return represents the yield on our
low-risk portfolio of assets, which continue to be
held in a mix of government and government-
backed assets and investment grade corporate
bonds.
Operating expenditure
2021 2020
Gross claims incurred £105.0m £104.0m
Net claims incurred £81.0m £88.1m
Current-year loss ratio 56.0% 51.2%
Prior-year loss ratio (4.9%) (2.6%)
Financial year loss ratio 51.1% 48.6%
Net operating expenses £41.2m £44.3m
Expense ratio 28.3% 26.7%
Combined operating ratio 79.4% 75.3%
Despite these pressures, the gross written
premium for the year was just 2.26% below that
written in 2020. This was not only due to growth in
the core motor vehicle book towards the end of the
year, but also because of the introduction of the
motorcycle line of business at the end of November,
which generated £3.2m of premium in 2021. The
introduction of motorcycle business should provide
not only a useful boost to growth in 2022 and
beyond, but enhanced resilience against future
market downturns.
The net loss ratio, at 51.1%, remains well within our
target range. Whereas 2020 benefitted from
unexpected reductions in claims frequency during
lockdowns, much of this benefit was already ‘priced
in’ to policies earning through 2021, so we would
not have expected a similarly low loss ratio this year.
The expense ratio has increased year-on-year, to
28.3%, which is largely a function of decreased net
earned premium – in absolute terms expenses
excluding commission fell by £2.4m year-on-year.
Wehave also seen a positive trend in expense ratio
during 2021, with the full-year ratio falling below that
reported at half-year. Should the momentum in policy
growth continue into 2022 and beyond, we expect the
pressure on expense ratio to decrease significantly.
The Group’s profit before and after tax reflects the
combined operating ratio for the year of 79.4%.
Given the increase in combined operating ratio and
decrease in net earned premium, naturally profit for
the year fell below that recorded in 2020, albeit
reflecting margins within the Group’s ambitions.
The Solvency position remains strong, reflecting the
year’s earnings and benefitting from the lean and
uncomplicated balance sheet. We have seen some
reduction in the Group’s Solvency Capital
Requirement year-on-year which is primarily due to
a greater allowance for the loss absorbing capacity
of deferred taxes, having revised our methodology
to bring it closer in-line with usual industry practice.
The Board have announced a final ordinary dividend
of 4.7p and a special dividend of 4.6p, bringing the
total distribution in respect of 2021 to 13.0p. Return
on tangible equity was 29.2%, reflective of
decreased profit after tax generated through a
robust balance sheet.
The year’s underwriting result is best explained in
terms of the current-year loss and prior-year loss
ratios, and the expense ratio, which together make
up the combined ratio.
The current-year loss ratio, at 56.0%, is 4.8% higher
than the 51.2% achieved in 2020. While the 2020
result benefitted from a sudden, unexpected
reduction in traffic volumes (and hence claims
Cfrequency), much of the benefit of slightly reduced
traffic in 2021 was priced in to policies, which
ensured customers were not over-charged and
Sabre remained competitive. Despite this increase,
the current-year loss ratio falls well within our
expected range and below that achieved in 2019.
The prior-year loss ratio recorded in 2021 was minus
4.9%, as compared to minus 2.6% in 2020. This
represents a return to our normal, expected run-off
from prior-year claims following a one-off
adjustment made in 2020.
While the Group’s expense ratio has increased, this
is primarily due to the reduction in net earned
premium, over which the ratio is calculated. In
absolute terms, expenses excluding commission
have decreased by £2.4m in the year, which is
partially a result of decreasing variable cost and
real-term reduction in fixed costs, the most
significant being staff expense.
Revenue
2021 2020
Gross written premium £169.3m £173.2m
Gross earned premium £165.9m £185.8m
Net earned premium £145.4m £165.7m
Other technical income £2.1m £2.2m
Customer instalment income £3.9m £4.6m
Interest revenue calculated using
the effective interest method
£1.2m £1.4m
Fair value (losses)/gains on debt
securities through OCI
5.7m) £2.4m
Having maintained pricing discipline through
continued very soft market conditions, it is natural
that gross written premium (and the resultant gross
earned premium) has reduced in 2021. While this
may lead to a short-term reduction in earnings, it
provides a strong foundation for growth when market
prices harden and significantly reduces the risk of
future problems caused by under-pricing. Net earned
premium, which allows for the cost of reinsurance
ceded, has decreased relative to gross earned
premium due to a slight increase in reinsurance rates
at the July 2021 reinsurance renewal.
Chief Financial Officer's
Review continued
S
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35
Strategic Report Governance Financials
Cash and investments
2021 2020
Government bonds £86.2m £121.9m
Government-backed securities £83.9m £84.2m
Corporate bonds £64.6m £40.2m
Cash and cash equivalents £30.6m £ 37.9m
The Group continues to hold a low-risk investment
portfolio and cash reserves sufficient to meet its
future claims liabilities. This has resulted in a stable
yield across the portfolio. As most assets are held
to maturity, the yield achieved by the portfolio lags
changes in market yield, with funds generally being
reinvested on maturity.
Insurance liabilities
2021 2020
Gross claims outstanding £232.5m £226.5m
Reinsurance assets £103.6m £92.0m
Net claims outstanding £128.9m £134.5m
The Group’s net insurance liabilities continue to
reflect the underlying profitability and volume of
business written. The slight relative increase in
gross insurance liabilities against 2020 was a result
of additional large claims being recorded against the
continued relatively slow settlement of personal
injury claims. The level of net insurance liabilities
held remains broadly proportionate to the volume of
business written, with a reduction in new claims
incurred in 2021 being somewhat offset by
increases in the time taken to settle larger claims
and expected increases in the costs of settling
claims.
Leverage
The Group continues to hold no external debt. All of
the Group’s capital is considered ’Tier 1’ under
Solvency II. The Directors continue to hold the view
that this currently allows the greatest operational
flexibility for the Group.
The decrease in employee costs is driven primarily
by a reduction in the management bonus resulting
from the revised bonus ‘pool’ arrangement
implemented in 2021, which significantly reduced
management bonus payouts in respect of 2021 and
a reduction in share-based payment expenses
resulting from the expense related to free shares
issued at IPO being fully incurred during 2020.
Salary costs benefitted from a smaller inflationary
increase than in previous years, along with the
continued freeze on most recruitment and a small
reduction in staff numbers due to individual
resignations. The staff bonus pool was also reduced
by c.10% in 2021 as compared to 2020, although
this reduction is slightly offset by the increased base
salaries on which the bonus is calculated.
Other costs remained stable or reduced year-on-
year, with variable elements such as certain IT costs
and commission decreasing in-line with policy
volumes. Notwithstanding the impact of variable
costs, the reduction in net earned premium
increased the expense ratio by 3.5%.
The expense ratio calculated by Sabre is ‘all-in’, in
that it includes all operational expenditure, including
commission and head office costs incurred by the
Group. This is not necessarily consistent with other
insurers but gives the most complete picture of the
Group’s expense base.
A waterfall of the expense ratio between 2020 and 2021 is shown below.
Dividends
The Directors have proposed a total final dividend of
9.3p per share in respect of 2021, consisting of an
ordinary final dividend of 4.7p per share and a
special dividend of 4.6p per share. The total amount
proposed to be distributed to shareholders by way
of dividends for 2021 is therefore 13.0p per share,
including the ordinary interim dividend of 3.7p per
share. Excluding the capital required to pay this
dividend, the Group’s SCR coverage ratio at 31
December 2021 would be 164%. This is consistent
with the Group’s policy to pay an ordinary dividend
of 70% of profit after tax, and to consider passing
excess capital to shareholders by way of a special
dividend.
ADAM WESTWOOD
Chief Financial Officer
21 March 2022
Taxation
In 2021 the Group recorded a corporation tax
expense of £7.1m (2020: £9.3m), an effective tax
rate of 19.0%, as compared to an effective tax rate
of 19.0% in 2020. The effective tax rate
approximates to the prevailing UK corporation tax
rate. The Group has not entered into any complex or
unusual tax arrangements during the year.
Earnings per share
2021 2020
Basic earnings per share 12.09p 15.98p
Diluted earnings per share 11.98p 15.82p
Basic earnings per share for 2021 of 12.09p per
share is proportionate to profit after tax. Diluted
earnings per share is similarly proportionate to profit
after tax, taking into account the potentially dilutive
effect of the Group’s share schemes.
2020 expense
ratio
Employee
costs
Other
operating
expenses
DAC Commission Net earned
premium
2021 expense
ratio
Driver of increase/(decrease) in expense ratio
29.0
28.0
27.0
25.0
26.0
24.0
26.7%
(0.7%)
(0.8%)
0.4%
(0.8%)
3.5%
28.3%
Increase Decrease Total
Chief Financial Officer's
Review continued
S
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36
Strategic Report Governance Financials
1
A responsible
and sustainable
business
Sabre’s business is built around the customer,
with a goal to provide access to fairly priced motor
insurance for almost everyone. We want our
customers to experience high-quality customer
service and peace of mind.
Pricing
We price all of our policies based upon our estimate
of the ultimate cost to us of providing that policy
including paying claims, administrative expenses
and taking a consistent margin regardless of the
premium level. Each uniquely priced policy is based
upon our view of the risks presented by it,
considering both the person and the vehicle insured.
This assessment is based on our bespoke
fully-automated pricing model, using our experience
represented by many years of claims data. Because
we seek to offer premiums to almost everyone, we
have generated a deep pool of data, which allows
us to provide the best possible, risk-adjusted prices.
During the year, we have ensured that we have
priced policies fairly for new and renewing
customers, reflecting any expected reduction in our
claims costs which would arise through restrictions
on travel.
Customer experience
We strive to ensure an easy, efficient service
to all of our customers however they reach us.
This could be through our extensive broker
network, or directly to us through our own brands,
GoGirl and Insure2Drive. This includes providing a
straightforward sales process and knowledgeable,
well-staffed UK-based call centre. Our call centre
has remained fully functional with no significant
drop in service levels despite the transfer of many
employees to home-working during the year.
Claims
Most of our business is sold online or through our
network of brokers, which means our first contact
with customers is often when they make a claim.
We understand this can be a stressful process
and seek to make it as easy as we can, to provide a
‘no hassle’ service for honest customers and third
parties. Where we believe individuals are making
false or exaggerated clams we will defend our
position robustly to allow us to continue offering
competitive premiums to all of our customers.
We engage with excellent partners, with whom
we agree a strong suite of service-level parameters,
which are monitored regularly, to ensure customers
receive great service at all touch points – whether
by our own team or outsourced partners.
Our claims team has remained fully operational
throughout the year, with the vast majority of the
team working effectively from home when required.
Operating Sabre as a responsible and sustainable
business is a key element of our long-term success.
We have developed a framework for our actions
which forms an important reference point when
directing the Groups activities. We are committed
to doing our part in building a sustainable future.
Our Customers
Our
customers
Our
people
Our
community
Our
partners
Our
shareholders
Our
environment
Our responsibility and
sustainability framework:
Responsibility and Sustainability
1
4
6
5
2
3
S
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37
Strategic Report Governance Financials
2
People are key to our success. We seek
to create a positive and collaborative working
environment for all employees. Our culture requires
everyone to operate in an open, honest and
professional manner with a work ethic that
recognises the importance of work/life balance.
The Group operates out of one site in Dorking and,
as at 31 December 2021, employed 151 people.
We are proud to say that 51% of our employees
have been with the Group for ten or more years.
During 2021, all employees phased back to working
in the office, at least on a part-time basis. By
November 2021, all employees were working within
a hybrid model, with working location split between
home and the office, with the balance in favour of
office. The hybrid model was postponed in
December 2021, as the government guidance
changed, and employees returned to working from
home. The hybrid model was restarted, in line with
the government guidance, in February 2022.
Communication is key to fostering a collaborative
working environment, with Geoff Carter and the
Executive Team conducting employee briefings and
Q&A sessions throughout the year. In order to build
a greater communication channel for employees to
the Board, and in line with best practice, in
December 2018 the Board appointed Ian Clark as
the designated Non-executive Director to represent
employees.Ian holds regular lunches and employee
engagement sessions; however, these were
postponed whilst the COVID-19 restrictions were in
place. It is expected that Ian will resume hosting
these sessions during 2022, subject to the
government guidelines. Ian feeds back to the Board
on his meetings, which gives the Board greater
insight on employees’ thoughts and feedback. The
Ask Sabre’ facility allows employees to ask
Responsibility and
Sustainability continued
Our People
Management questions regarding the business, and
to raise any concerns they may have. In addition to
this, the Group has a dedicated Whistleblowing
Hotline where employees can report any concerns
regarding business activity. This is clearly published
on the employee intranet. Annual training is provided
to all employees regarding whistleblowing. To
support employee development, the Group holds
appraisals which take place twice a year.
In 2018, the Group introduced an annual all-employee
survey, to monitor the culture of the Group. In 2021
employees were asked to complete a questionnaire
about their experience of working at Sabre. All
employees are encouraged to respond to the annual
survey to provide their feedback and opinions. All
feedback is collected and provided to the Executive
Team for consideration. The response rate to the
survey in 2021 was 63%. The Executive Team noted
the decline in response rate in the survey from prior
years, and are considering ways to increase the
response rate. During the most recent employee
survey 89% of employees felt that Sabre fostered a
culture of respect and understanding, 69% felt they
could always give feedback to their Manager and
93% of employees could see themselves working at
Sabre in one years’ time.
Code of Conduct and Policies
The Company’s Code of Conduct refers to creating
a safe and healthy environment for all
of our employees and outlines our expectations
for proper behaviour and an understanding of
the definition and harms related to harassment.
Code of Conduct training is provided annually
to all employees, and to all new starters on arrival,
via the Group’s online training platform. The Group’s
Code of Conduct can be found on our website at
www.sabreplc.co.uk/about-us/code-of-conduct
S
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Strategic Report Governance Financials
Policies are in place to support and develop the
Group’s employees, all of which are subject to
regular review. Examples of these include policies
addressing equal opportunities, acceptable
behaviour, flexible working, and health and safety.
The workforce policies and practices are consistent
with the Group’s values and support the long-term
success of the business through supporting its
employees.
Salaries
Since Sabre was incorporated, we have reviewed
and increased salaries year-on-year. We benchmark
salaries from the insurance industry, offer
competitive salaries and are proud to offer a
personal performance bonus plan for all employees.
Employee Share Plans
Sabre operates several share plans to ensure
employees are easily able to become shareholders
in the Group. At the time of Listing, employees
were granted free shares, without performance
conditions, in Sabre, through the Company’s Share
Incentive Plan (“SIP”) and Long-Term Incentive Plan
(“LTIP”). The final tranche of the LTIP awards
vested in 2020, and the free shares granted under
the SIP, are now exercisable (although remain liable
Training during the year
The Group operates a compulsory e-training
programme for all employees, which focuses on
the Company’s needs and includes topics such as
anti-bribery and corruption, whistleblowing and
modern slavery. The Group offers on going
training to all employees and external courses for
newly promoted employees where appropriate.
During 2021 the Company supported
employees across different departments with
the following qualifications:
Foundation Insurance Test, Chartered Insurance
Institute
Diploma in Insurance, Chartered Insurance
Institute
International Certificate in Financial Services
Risk Management, Institute of Risk
Management
Associate Diploma in People Management,
Chartered Institute of Personnel and
Development
Chartered Management Accountant
Qualification, Chartered Institute of
Management Accountants
Mental Health First Aider, St John Ambulance
Mental Health Champions, St John Ambulance
All of these qualifications are paid for by the
Group, which also supports employees studying
by giving them time off for their studies.
During the last year we have worked hard to
ensure all employees felt included and valued
despite the unusual circumstances of working at
home for a long period of time. Sabre understood
that this was a distressing time for some and a
very lonely time for others. Communication was
key to bringing our employees together. The use of
Slack was encouraged for instant team messaging
as well as being able to interact between
departments. Team Zoom meetings were
encouraged to talk about ‘non-work-related topics’,
these were to replicate the CEO lunches and
employee get togethers that were no longer able
to happen when employees were working at
home. In addition to this, team quizzes, games and
group exercise sessions were arranged, and virtual
yoga classes were organised with a local provider.
Flexible working hours were offered to allow for
employees to allow for a better work/life balance.
For those employees who were not able to work
from home, the office remained open, in line with
government guidelines and social distancing.
Mental Health & Employee Wellbeing
In 2021, the Group made improving employee
mental health and wellbeing a firm focus. To
support all employees five individuals volunteered
to become a Mental Health Champion, and two to
become Mental Health First Aiders, all being
formally trained by St John Ambulance. The
Company also established a Wellbeing Committee
to address employee wellbeing concerns and to
promote conversations around mental health and
wellbeing and provide support where necessary.
for tax for one year). This year the Group launched
its fourth Save As You Earn (“SAYE”) grant, allowing
employees to purchase shares in the Group at a
reduced rate. The Group allows employees to
contribute the monthly maximum monthly
contribution of £500, in line with the maximum
allowed under the Plan. Annually, the Company
offers a new grant, and the 2021 SAYE saw 36% of
employees participate. As at 31 December 2021,
52% of employees were participating in one of the
Companys SAYE grants. In 2019,the Group
expanded its SIP, allowing employees to purchase
Partnership sharesto a maximum of £1,800 a year,
with the Group matching shares purchased through
the plan at a 3:1 ratio. In 2021 25% participated in
the SIP.
Electric Car Scheme
As part of Sabre’s commitment to contributing
towards a greener environment, in 2021 the
Company launched an Electric Car Scheme for
employees. Electric cars do not release direct
emissions into the environment, resulting in a
greener and economic way to commute to the
workplace. There is a further benefit of purchasing
an electric vehicle through a salary sacrifice scheme
as it generates tax savings for the employee.
Responsibility and
Sustainability continued
Due to the COVID-19 pandemic, there were no new
starters in the Claims and Policy Operation Teams,
however the Company continues to operate the
two-year Milestone Training Programmes for these
areas. The training provided in the Claims
Department is apprenticeship-style learning,
offering the individual the opportunity to develop
their understanding of the claims handling process
or policy operations and to enhance their customer
service skills and technical insurance knowledge.
2
Number of Mental Health First Aiders
8
Number of Mental Health Champions
All employees are offered an annual Health and
Wellbeing Check and flu vaccinations.
S
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39
Strategic Report Governance Financials
Diversity and Inclusivity
The Group is fully committed to theelimination of
unlawful and unfair discrimination and values the
differences thata diverse workforce brings to our
organisation. We encourage equality and diversity
among our workforce, whilst eliminating unlawful
discrimination. During the recruitment and interview
process we ensure fair, non-discriminatory and
consistent processes are followed, and Sabre has a
policy of (where practical) advertising all roles
internally to allow employees to progress and
develop. Sabre also supports working parents
through shared parental leave, enhanced maternity
and paternity leave and where possible embraces
flexible working for our employees.
Sabre’s Inclusive, Diversity and Equality
Policyaims:
to promote equality, fairness and respect for all
our employees
to ensure that the Group does not discriminate
against an individual, specifically due to their age,
disability, gender reassignment, marriage and civil
partnership, pregnancy and maternity, race,
religion or belief, sex and sexual orientation
to avoid all forms of unlawful discrimination
Sabre provides compulsory diversity and
inclusiveness training annually to all of our
employees. There is an assessment at the end of
each training ‘module’ which must be passed
before completion, thus ensuring a level of
understanding is reached. These modules are
designed to help employees and enable them to
understand how their attitudes and behaviour
towards each other can have a negative or positive
impact on the workforce as a whole.
The Group operates a Religious Holidays Policy, for
employees who wish to observe special religious
holidays or festivals. All employees, whatever their
religion or belief, will be treated equally in this and all
respects.
Gender Pay Gap
Whilst Sabre has fewer than 250 employees, and
therefore is not required to submit a formal
statement on its gender pay gap, Sabre has
committed to publish its Gender Pay Gap Report on
an annual basis. Sabre believes that by publishing
this information, the Group is ensuring
accountability with regard to gender pay. Sabre’s
Gender Pay Gap Report is available on the Group’s
website: www.sabreplc.co.uk/about-us/
corporate-governance/gender-pay-gap-
report-2022/
Sabre has reviewed employee salaries and can
confirm that those employees with the same job
titles and similar length of service are paid similar
amounts, as illustrated in the Company’s Gender
Pay Gap 2021.
Sabre’s Approach to Data Protection
Sabre has a GDPR oversight Committee which is
chaired by our Data Protection Officer, they meet
regularly to review GDPR compliance. The meeting
is attended by representatives of all areas of the
business, including Compliance and Risk. The
standing agenda for the meeting ensures that all
breaches are reviewed, emerging risks considered
and any follow through training required is identified.
Our employees are trained, at least annually, on
Data Protection legislation and the Company’s
requirements when handling data. This includes
online training courses, which include a marked
assessment on completion to ensure
understanding. Additional ad-hoc training is provided
to update on any specific changes or points of
interest.
Reporting of Data Protection risks are initially
reported to our Data Protection Officer who reports
to Ian Clark, Chair of the Risk Committee.
Number and % of women on the Board
Female 28%
Male
72%
As at 31 December 2021
Female 38%
Male
62%
As at 31 December 2020
2/7
28%
Number and % of women on the
Executive Committee
Female 20%
Male
80%
As at 31 December 2021
Female 20%
Male
80%
As at 31 December 2020
1/5
20%
Number and % of women on
the Leadership Team
Female 28%
Male
72%
As at 31 December 2021
Female 38%
Male
62%
As at 31 December 2020
2/7
28%
Number and % of women in senior roles
(reporting to members of the Leadership Team)
Female 35%
Male
65%
As at 31 December 2021
Female 40%
Male
60%
As at 31 December 2020
7/20
35%
Number and % of women working at Sabre
Female 43%
Male
57%
As at 31 December 2021
Female 43%
Male
57%
As at 31 December 2020
65/151
43%
Responsibility and
Sustainability continued
151
Employees
57%
Male
43%
Female
S
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40
Strategic Report Governance Financials
Since 2019, Sabre has operated a
charity committee to prioritise and
plan fundraising events throughout
the year. Our chosen charity is
St Barnabas & Chestnut Tree House.
Sabre has continued to support these
charities throughout the year.
St Barnabas House offers palliative care to
people in the local community, both at the
hospice and in the comfort of the patients
own home. Chestnut Tree House is a children’s
hospice caring for over 300 children and young
adults with progressive life-shortening conditions.
This year once again the majority of the year was
dominated by COVID-19 restrictions. However,
Sabre hosted an online quiz, donated food towards
the Group’s local foodbank and towards the end of
the year, Sabre employees raised money by
participating in ‘Movember.
By the end of the financial year, Sabre and its
employees had raised £7,000 for St Barnabas &
Chestnut Tree House. The total donations by the
Group and its employees amounted to £23,190,
of which £1,010 was raised by employees
(2020: £2,535) and £22,180 donated by
Sabre (2020: £18,771).
£23,19 0
Total donation to charity
Our Community Our Partners
Charities we supported in 2021:
African Revival
IGO4 Foodbank
MacMillan
MIND Charity
Movember
NSPCC
RBL
St Barnabus & Chestnut Tree
Stockport Childrens Charity
The Change Foundation
Our relationships with partners are designed to be
mutually beneficial, fair, and in the best interests of
all stakeholders.
Suppliers
We select our suppliers based upon the value that
they can bring to the business and consideration of
their core business principles. We consider material
suppliers not only in economic terms, but against
their governance and environmental credentials.
Commercial terms with our suppliers are
negotiated in order to deliver the best value to our
shareholders, while also ensuring partners can earn
a reasonable profit and sustain a mutually beneficial
ongoing relationship. We seek to ensure that all of
our suppliers are paid the correct amount, on time.
Brokers
Approximately 66% of our premium income was
sourced through brokers in 2021. Our philosophy
when entering into business with brokers is simple:
we will provide a fair and sustainable price, available
to as many of their customers as possible. In return,
they commit to treat their customers fairly, to collect
the correct premium from the customer and pass it
to us, and to make best efforts
to ensure that the policy
details provided to us
are correct.
We aim to offer fair terms to all brokers, reflecting
their long-term profitability to us. We therefore do
not offer scheme discounts or other incentives,
which might demonstrate preferential treatment
in favour of a particular broker.
Our broker on-boarding and audit processes
give us the comfort that our brokers are providing
customers with a good quality of service while
adhering to our high standards.
Outsourced operations
We engage in several key outsourcing
arrangements. In each case, we have developed
a fair set of measurable service levels and fee
structures designed to deliver best value for both
parties. We conduct regular reviews of our key
outsourced operations to ensure that they reach the
expected levels of employee and customer welfare
as well as meeting any regulatory requirements.
Responsibility and
Sustainability continued
3 4
S
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41
Strategic Report Governance Financials
Our consideration of the environment falls into two,
equally important, categories. Firstly, we must
assess, and where possible, mitigate the risks of
the changing environment on our business.
Secondly, we must consider the impact of our
business, both directly and indirectly, on the
environment, in particular the impact of greenhouse
gas emissions and their contribution to climate
change.
We recognise that stakeholders are increasingly
interested in both of these issues and as such we
look to ensure that we continually review and
enhance our efforts and disclosures in these areas,
with particular reference to guidance and rules issue
by our stakeholders, including the recommendations
of the Task Force on Climate-Related Financial
Disclosures (“TCFD”) and various statements made
by our regulators, and the Streamlined Energy and
Carbon Reporting (“SECR”) requirements.
During 2021, we appointed Mazars to assist with
our carbon footprint analysis, development of a
net-zero roadmap and building out our TCFD
disclosures.
Governance over climate change
The Board takes the ultimate responsibility for
identifying and mitigating risks in relation to climate
change, and in minimising the Group’s negative
impact on the environment. The Board will consider
the impact on the Group's carbon footprint and any
other climate-related factors when assessing
material strategic or tactical decisions. Climate-
related risks and opportunities will form a standard
agenda item for the Group's Risk Committee, with a
summary fed back to the Group's Board. A member
of the Board, Adam Westwood (CFO), has been
Our Environment
tasked with taking responsibility for the climate-
related strategy and subsequent implementation
and reporting. Climate-related risks and
opportunities are a standing agenda item for both
the Board and Risk Committee and, where
appropriate will include updates as to goals and
targets set within our net-zero roadmap and any
other relevant metrics as they are developed.
Further detail on the activities of the Board and Risk
Committee can be found in the Governance section
of this report on pages 50 to 85.
The management team takes a collegiate approach
to the implementation of the Group's climate goals,
with the CFO taking responsibility for leading the
overall project. Defined climate-related targets are
included within management's performance
objectives. The CFO is assisted by the Group's
Head of IT and Facilities in monitoring and improving
the Group's operational carbon footprint.
Information with about climate change is
disseminated throughout the Group through the
Sustainability Forum, an employee-run Group
responsible for assisting the CFO in developing and
implementing climate initiatives. The Group’s
Environmental Policy forms part of the core
induction pack and additional training is delivered as
and when necessary.
Strategy for climate change
Climate-related risks and opportunities have been
identified and, where appropriate, incorporated into
the Group's risk register. The short, medium and
long-term aspects of each risk have been
considered.
These risks are summarised in the table below.
Each of these risks has a varying impact of the long, medium and short-term. We define long-term risks as
those impacting beyond a 5-year time horizon, medium-term 1 to 5 years and short-term anything impacting
within one-year. Although most risks apply from now, with increasing likelihood and severity across
subsequent time horizons, we have noted where we believe there may be a more significant step-up in the
risk.
Risk/opportunity Description
Physical
operational
Primary time
horizon:
medium-term
The physical risks generated by climate change relate to a changing weather system prevailing over
the environment in which we operate. This could include an increase in temperature but is more likely
to manifest in an increase in the number and severity of extreme weather events, such as flooding,
windstorms, snow and hail.
Operationally, such a change in the weather could impact the ability of employees to attend the office
or for the office or other equipment to be able to be used in the ‘normal’ way.
There is the related risk of failure of key IT infrastructure due to extreme weather events in the vicinity
of the related hardware.
Physical liability
Primary time
horizon:
medium-term
It appears clear that an increased number of unpredictable extreme weather events will increase the
overall cost of claims. While this has much lower potential to have a material impact than in, for
example, home insurance, nonetheless this could have a bearing on the cost of claims over time. Our
base case scenario is that such events will increase in frequency, but this increase will be slow and over
a long period of time, and hence will be reflected in policy pricing across the market in the same way as
any other inflationary factor. The more significant risk is that of a more immediate, unexpected and
un-priced weather event (such as extreme hail), which could cause significant damage very quickly.
Responsibility and
Sustainability continued
5
S
abre Insurance Group plc Annual Report and Accounts 2021
42
Strategic Report Governance Financials
Risk/opportunity Description
Transitional
market
reduction
Primary time
horizon: long-term
The transitional risks (i.e. the impact of moving to a low-carbon economy) are complex.
We see the transition as impacting the group in the following ways:
An increase in the number of vehicles powered by electricity (or other alternative fuels) as opposed
to traditional internal combustion engines
The move away from cars towards mass-transit
A move to car-sharing or using cars for a smaller number of journeys
The introduction of ‘low/ultra-low/no emission zones’
Increased social stigma attached to using a petrol/diesel car
Increased costs of traditional fuel
Introduction of additional carbon taxes
Change to the costs in repairing electric vehicles as compared to petrol cars
We expect that the number of private cars which require insurance (and hence Sabre’s core market)
will reduce over time.
This could inhibit the Group's ability to grow and hence requires strategic consideration.
Transitional
market change
Primary time
horizon:
medium-term
We expect that that there will be a greater demand for policies which appeal specifically to owners of
electric vehicles (the transitional market change risk). We also expect that the cost profile of repairs
will change, and hence there is a potential liability cost related to transitional market change. We note
that the developments of potential new markets presents both a risk and an opportunity.
Litigation
Primary time
horizon: long-term
There is a chance that the transition to a low-carbon economy or the occurrence of physical risks
could lead to litigation risk. For a Group such as Sabre, which could be seen as ‘contributing’ to the
climate problem, we could find ourselves directly litigated against for those impacted negatively by,
for example, rising sea levels. Perhaps more likely (but still unlikely) is that litigation is taken in order to
stop us being able to undertake our normal-course of business.
There is also a potential litigation risk attached to investments which could generate valuation
downgrades.
Investments
Primary time
horizon: long-term
Sabre has an investment portfolio spread across corporate bonds, gilts and government-backed assets.
Each individual investment is exposed in some way to the physical and transitional risks related to
climate change. Each investment is also an indirect exposure to the carbon footprint of the counterparty.
Given the short-tail nature of our investments (average duration c.2 years) the risks attached are far
lower than they may be within other large investors, nonetheless we must consider the risk attached
to each investment as we enter into it in order to remain alert to our true exposure to climate-related
risks.
The impact of climate-related risks and opportunities
on Sabre's business, strategy and financial planning
has been assessed and understood. Strategic
decision-making takes potential future climate-
related risks and opportunities into account, along
with the wider stakeholder considerations outlined
elsewhere in this report.
The Board intends to take climate-related risks and
opportunities into consideration when considering
the allocation of capital. ESG credentials are
considered within the Group's investment portfolio,
although given the short-term nature of investments
held this is relatively light-touch in respect of
investments currently held, with greater
consideration given to the evolution of the portfolio
towards the Group's net-zero target.
The resilience of the Group's strategy with respect
to climate-related risks has been assessed, with the
assistance of a specialist team from Mazars.
Sabre’s exposure to risks associated with climate
change has been quantified and stressed under
several different scenarios, covering the exposure
from investments and insurance liabilities. We have
considered each of the above risks in developing our
scenario analysis. Of these, the only risks relevant
for quantitative modelling at this stage relate to
physical liability, as explained in our findings noted
below.
Our key findings were that:
1. Sabre’s investments are in cash or short-term
(less than five years) fixed interest bonds. Cash
carries very little risk from climate change as it is
liquid and is not tied up with carbon-intensive
activities. Assuming these bonds are held to
maturity, then the key investment risk that Sabre
carries is if one of the issuers of the bonds default.
Sabre’s portfolio is well diversified, and all securities
are with carriers with credit rating BBB or above.
Furthermore, Sabre’s portfolio is not materially
exposed to the key sectors exposed to the largest
degree of direct climate change risk. In summary
we do not believe that Sabre’s investment portfolio
is materially exposed to the risk of climate change.
Responsibility and
Sustainability continued
2. Sabre’s insurance portfolio is a core part of our
profit before tax. Sabre provide cover for numerous
perils, the key perils exposed to the risk of climate
change risk are flood and windstorm. Over the past
twelve years windstorm and flood claims have been
less than 1% of Sabre’s GEP. Insurance policies are
annual contracts that can be repriced as the
understanding of risks develops. If a policy
generates high claims in one year, Sabre can
intervene by declining a renewal or increasing the
premium for the next year. Sabre’s portfolio carries
some climate-related risk however historically
claims from climate-related perils havebeen low
and the risk can be managed bymonitoring loss
ratios. Therefore, Sabre’s riskfrom climate-related
perils on our insuranceportfolio is low.
3. Sabre’s flood capital requirement makes up less
than 7% of our total SCR. If Sabre’s flood SCR was
uplifted by 20% this would cause less than a 1%
increase in Sabre’s total SCR. Therefore, Sabre’s
SCR could tolerate some increase in climate capital
requirements.
Managing climate-related risks
A formal risk management process including a risk
register is in place, which fully considers climate-
related risks and opportunities. The risk register is
updated regularly with climate-related risks being
added as a standard agenda item during 2022 for
the Management Risk and Compliance Forum,
following the completion of the climate risks and
disclosure review carried out during 2021 and 2022.
Where relevant, the Group's policies are and will be
adapted to reflect climate-related risks. Identified
climate-related risks are integrated into the Group's
overall risk register and risk management process.
Further information on the Group’s risk
management processes is provided in the Principal
Risks and Uncertainties section of this report on
pages 19 to 26 of this report.
Our investments
Prior to 2020, the Group held its investments almost
exclusively in cash and UK government bonds. We
consider investment in government bonds to be
both a very low-risk environment and a societal
S
abre Insurance Group plc Annual Report and Accounts 2021
43
Strategic Report Governance Financials
expect to reduce emissions across the portfolio in a controlled manner over time, but must remain
somewhat reactive to the net-zero aspirations of investee (and potential investee) entities.
The emissions data is measured in tonnes of
carbon dioxide equivalent (“tCO
2
e”) and covers:
i. Scope 1 emissions being direct emissions resulting from combustion of fuel and operation of facilities; and
ii. Scope 2 emissions being indirect emissions
from purchased grid electricity and other energy
for own use.
iii. Scope 3 emissions, being all other indirect emissions which occur in the Group’s value chain
Tonnes of CO
2
e/year 2021 2020 2019
Scope 1
41.8 60.5 45.9
Scope 2
42.8 54.2 67.6
Operational footprint
84.6 114.7 113.5
Scope 3
23,673.0 20,280.0 67,65 4.0
Total footprint
23,757.6 20,394.7 67,767.5
Number of FTE* employees
142 151 157
Operational footprint per employee
0.59 0.76 0.72
Gross written premium
£169m £173m £197m
Operational footprint per £m GWP
0.50 0.66 0.57
Building energy usage (KWh) 201,683 232,607 290,115
*Full-time equivalent (‘FTE’)
The footprint is calculated in accordance with the
GHG Protocol and Carbon Trust (“CT”) guidance on
calculating organisational footprints. Activity data
has been converted into carbon emissions using
published emissions factors or appropriate
estimation techniques.
GHG emissions have been reported by the three
WBCSD/WRI Scopes. Scope 1 includes direct GHG
emissions from sources that are owned or
controlled by the Company such as natural gas
combustion and company owned vehicles. Scope 2
accounts for GHG emissions from the generation of
purchased electricity, heat and steam generated
off-site. Scope 3 includes all other indirect
emissions such as waste disposal, business travel
and staff commuting.
Our metrics and targets
The Group uses its suite of pricing and policy
performance information to monitor the impact of
climate risks on the business, such as sales
volumes, types of vehicles insured, claims
frequency and severity and the incidence of
severe weather events (which remain immaterial).
The primary physical liability risks are therefore
monitored and addressed through our normal
pricing and reserving processes, while longer-term
transitional risks are addressed through monitoring
the volumes of our product sold and projecting
these volumes into the future. These targets are
therefore in-line with our wider corporate
objectives, of maintaining our combined operating
ratio within our target range through an
appropriate response to liability risks while
growing the business across the insurance cycle.
We do not consider it to be possible, appropriate
or strategically relevant to set more granular
targets specific targets with respect to climate-
related risks and opportunities, beyond those
which are disclosed below and relate to our impact
on the environment.
The Group has significantly enhanced quantitative
climate-related disclosures, with the addition of
Scope 3 emissions, stated retrospectively from
2019 onwards. Emissions are contextualised with
reference to the Group's employee numbers and
gross written premium. We have also taken the
opportunity to enhance the accuracy of previously
reported figures where possible, and derive a
consistent basis for year-on-year comparison.
The Green House Gas (‘GHG’) emissions data for
the Group is set out adjacent, alongside prior
years. We are pleased to see the continued
decline in our GHG emissions.
We believe our operational activities are consistent
with a scenario well-below 2ºC, however we have
not fully aligned with science-based targets at this
stage. We have not set out specific targets with
regard to our activities as a holder of invested
assets beyond the long-term goal of net-zero
emissions across the portfolio by 2050. We
All emission sources have been reported on as
required under the Large and Medium-sized
Companies and Groups (Accounts and Reports)
Regulations 2008 (as amended). The reporting
period is in line with the Company’s financial year,
which is the same as the calendar year. In order to
provide the most accurate estimate of our GHG
emissions, primary (actual) data has been used
where it is available, up to date and geographically
relevant. Secondary data in the form of estimates,
extrapolations and industry averages has been
used when primary data is not available. We
expect that, as we and our counterparties improve
the quality of record-keeping an reporting on GHG
emissions, the use of primary data will increase.
Given that secondary data is calculated with a
considerable degree of conservatism, we expect
that increased quality of reporting will reduce the
reported levels of GHG emissions.
Responsibility and
Sustainability continued
good. During 2020 we modified our investment
approach to allow the purchase of non-government
bonds as well as agency and supranational
investments, albeit with the majority of assets being
government-backed. As a result, we introduced a
climate-friendly’ term to our investment agreement
whereby ‘green’ assets should be purchased in
favour of less ‘green’ assets where the assets
provide similar returns and profiles. The Companys
Investment Committee monitors thegreen
credentials of the investment portfolio through
regular reporting by our investment manager,
Goldman Sachs Asset Management.
Our influence over entities in which we hold
corporate bonds is limited, and we do not hold any
equity investments in any entities not directly
controlled by the Group. As such, we can exert
influence only through our investment choices as
described above.
Our product
The provision of motor insurance, our core
operation, is generally environmentally light on a
direct basis i.e. excluding any consideration of the
environmental impact of the vehicles we insure.
Most of our policies are sold online, and
administered remotely. However, there are
elements of our product offering which can
generate a positive impact on the environment.
Importantly, we underwrite a significant number of
policies for electric and hybrid vehicles. We are
happy to take these policies on, and believe that in
having done so historically we are able to better
price these risks accurately.
0.59
Operational footprint per employee
2 3 ,75 7. 6
Total footprint TCO
2
e
44
Strategic Report Governance Financials
Sabre Insurance Group plc Annual Report and Accounts 2021
Metrics and Targets 4c: Organisations should
describe the targets used by the organization to
manage climate-related risks and opportunities
and performance against targets
Sabre is currently working to develop the enhanced
metrics that will be used to monitor and report
climate-related risks and opportunities to the Board.
Sabre is currently working to develop an appropriate
tranche of data metrics and targets by which to
monitor climate-related risks, beyond GHG
emissions. Additionally, Sabre is looking to enhance
its existing GHG metrics to include emissions from
financial instruments we own.
Strategy 2b: The organisations’ disclosures
should reflect a holistic picture of the
interdependencies among the factors that affect
their ability to create value over time
Sabre is developing further climate-related scenario
analysis on our underwriting activities which enable
us to better describe the impact of climate-related
risks and opportunities on our businesses, strategy,
and financial planning.
Strategy 2c: Organisations should describe how
resilient their strategies are to climate-related risks
and opportunities, taking into consideration a
transition to a low-carbon economy consistent
with a 2°C or lower scenario and, where relevant
to the organisation, scenarios consistent with
increased physical climate-related risks
As part of the climate-related scenario analysis
noted above we will continue to develop our
strategy to be resilient to climate-related risks and in
particular a low-carbon economy consistent with a
C or lower scenario.
Responsibility and
Sustainability continued
6
Our Shareholders
We aim to operate a responsible and sustainable
business, while continuing to deliver our core
strategy. We engage frequently with our
shareholders, who support our efforts to operate a
fair and inclusive workspace while minimising any
negative impact on our environment.
Over recent years, shareholder expectations have
increased significantly as to the level of disclosure
required in this area, and a move from passively
reporting our status to actively evolving the
business in order to show continuous improvement
across all areas. In order to achieve this, we
appointed the Chief Financial Officer to establish
our ESG framework, and to ensure that sufficient,
accurate and timely information is provided to
stakeholders.
Our route to net-zero
We have continued to adjust our ways of working
and our working environment to minimise our
negative impact on our environment.
The Group has assessed its carbon footprint and
concluded that it is appropriate to set a target for
net-zero emissions. The target has been set having
considered the Group's current footprint along with
an assessment the level of influence held by the
Group and expected societal trends.
We have set our goal to achieve net-zero emissions
by 31 December 2050. This reflects the need for
significant change to occur within the Group's
supply chain, societal moves towards low-carbon
transport and a reduction in the carbon footprint of
key investable assets, such as government-backed
securities. We have set our targets, which are
absolute as opposed to intensity-based, with
reference to 2019 as a base year. Performance
indicators relate primarily to the completion of
activities driving our net-zero roadmap, rather than
the resultant quantitively-measured reduction at this
stage, although we will continue to monitor Scope
1, 2 and 3 emissions against our expected
reductions over time.
We have set a more immediate goal of 31
December 2030 for the Group to report operational
carbon neutrality. This, effectively, is the reduction
of the Group's Scope 1 and 2 emissions to zero or,
where this is not possible, temporary use of
targeted carbon offsetting. We have set out our
net-zero roadmap, which is published on the
Group’s website (www.sabreplc.co.uk/about-us/
corporate-governance/sustainability).
Management targets set for 2022 and beyond
include the achievement of specific activities in
relation to this plan. Our baseline position against
which the roadmap has been set is 2019, the last
full-year not impacted by COVID-19 and related
disruption to normal working practice. Since 2019,
several activities have already been carried out:
Switch to automated on/off lighting in order to
reduce in-office power usage
A significant reduction in the use of paper
andprinting, reducing the waste produced by
theGroup
The establishment of a Sustainability Forum,
which has enhanced employee engagement in
sustainability issues and aided in the generation of
our net-zero roadmap
The introduction of a tax-efficient electric car
scheme available to all employees
The introduction of a ‘working from home’ day
each week for most employees, reducing the
impact of travelling to the office
Our roadmap is a ‘live’ document, which will
constantly evolve as we continue to interrogate our
activities and the available solutions.
Statement of compliance with
TCFDrecommendations
In preparing the Responsibility and Sustainability
section of the Annual Report, we have made
disclosures consistent with those recommended by
the TCFD and intend to achieve full compliance with
the recommendations as a consensus view of
sufficient and complete disclosure becomes clear.
In particular, we note certain areas of potential
non-compliance below. All of the relevant
disclosures are made within this section of the
Annual Report.
The Group is at an early stage in its journey with
respect to gaining a full understanding of the impact
of climate change on the business. Steps have been
taken to ensure that consideration of both the
effects of climate change and the Group’s impact on
the environment is embedded within the Group’s
culture at all levels. As such, we expect our
understanding and the related disclosure to evolve
over the coming years. We note the following areas
in which we intend to enhance disclosure in future
periods:
Governance 1a: Describe the Boards oversight
of climate-related risks and opportunities
Metrics and Targets 4a: Organisations should
disclose the metrics used by the organisation to
assess climate-related risks and opportunities in
line with its strategy and risk management
process
S
abre Insurance Group plc Annual Report and Accounts 2021
45
Strategic Report Governance Financials
Chairs Governance Letter
Dear Shareholders,
This report explains Sabre’s governance framework,
how Sabre applies the provisions of the UK
Corporate Governance Code and includes the
committee reports from the Audit, Risk, Nomination
and Governance, and Remuneration Committees.
The Board is committed to high standards of
corporate governance and has workedto ensure
application of all of the main principles of the UK
Corporate Governance Code. The Board consists of
seven Directors who have the appropriate balance of
skills, experience, independence and knowledge of
the Company to oversee the strategy of the Group,
review management performance and set the
Companys values and standards to ensure that its
obligations to its shareholders and other
stakeholders are met. The Company’s strategy,
culture and purpose are aligned and discussed at
every Board meeting. All of the Non-executive
Directors who serve on the Board are independent,
and further information about our Directors and
theexperience they bring to the Company is set
outon pages 47 to 49 of this Annual Report.
Late in the year, Catherine Barton, Non-executive
Director and Chair of the Audit Committee,
resignedfrom the Board, to pursue an executive
position with another insurance company. Her
resignation was with effect from 26 November
2021,and we wish her all the best in her new role.
ANDY POMFRET
Chair
The Board have started their recruitment to find an
additional Non-executive Director. In the meantime,
Ian Clark will chair the Company’s Audit Committee.
The Audit and Risk Committees, despite temporarily
having the same Chair, remain separate
committees, with their own schedule of matters
and terms of reference.
Annual General Meeting
Sabre’s Annual General Meeting will provide
shareholders with the opportunity to vote on the
resolutions put to them and, for those shareholders
who attend, to ask questions of the Directors,
including the Chairs of the Committees. The Notice
of Meeting will be sent to shareholders and the
result of the Annual General Meeting votes on all
resolutions will be published on the Company’s
website.
We look forward to engaging with you and to
meeting shareholders at our forthcoming Annual
General Meeting, which will be held at 9:30am on
25May 2022 at the Company’s offices at
OldHouse, 142 South Street, Dorking, RH4 2EU.
ANDY POMFRET
Chair
21 March 2022
S
abre Insurance Group plc Annual Report and Accounts 2021
46
Strategic Report Governance Financials
ANDY POMFRET
Company Chair
* On appointment as Company Chair
** Interim basis
*
IAN CLARK
Non-executive Director
GEOFF CARTER
Chief Executive Officer
REBECCA SHELLEY
Senior Independent Director
and Non-executive Director
ADAM WESTWOOD
Chief Financial Officer
MICHAEL KOLLER
Non-executive Director
KAREN GEARY
Non-executive Director
KEY
Audit
Committee
member
Nomination and
Governance
Committee
member
Remuneration
Committee
member
Risk
Committee
member
Chair of
Committee
N RI
A
A
N
R
RI
N
N R N R R RI N
Female
2/7 (28.5%)*
Male
5/7 (71.5%)
<3 years 2 (40%)
3-6 years
2 (40%)
6 years plus
1 (20%)
A
Independent
Non-executive
Director
responsible
forEmployee
Engagement
I
E
I E
III
I
As at 31 December 2021
A
**
Board of Directors
Skill and Experience
Number of
Directors
% of
the Board
Boardroom Experience* 6 85
ESG Experience 4 57
Financial Expertise 4 57
HR Expertise 2 28
International Experience 6 85
Innovation Expertise 3 42
Insurance Industry
Experience
6 75
IT/Digital/Cyber Expertise 1 14
Legal Expertise 2 28
Marketing Expertise 4 57
Operation Expertise 4 57
Regulatory Experience 6 85
Risk Management Expertise 6 85
* experience outside of Sabre, such as Chair,
Non-executive Director or Chief Executive Officer
S
abre Insurance Group plc Annual Report and Accounts 2021
47
Strategic Report Governance Financials
N RI NAI I E
* On appointment as Company Chair
** Interim basis
*
A
**
ADAM WESTWOOD
Chief Financial Officer
Appointment
Adam Westwood was appointed Director and
Chief Financial Officer ofSabre Insurance Group plc
in September 2017 (when the Company was
incorporated), has been a Director and Chief
Financial Officer of Sabre Insurance Company
Limited since September 2016. Adam joined Sabre
as Financial Controller in 2014.
Skills and experience
Adam is a qualified chartered accountant, having
joined Ernst &Young LLP’s insurance audit team
in2006 and qualified as a Chartered Accountant in
2009. Adam has over 10years’ experience of the
insurance sector and holds a BSc (Hons) degree in
Physics and Business Studies from the University
of Warwick.
GEOFF CARTER
Chief Executive Officer
Appointment
Geoff Carter was appointed Director andChief
Executive Officer of Sabre Insurance Group plc
in September 2017 (when the Company was
incorporated) and has been a Director of Sabre
Insurance Company Limited since 2015, when
he joined as Chief Operating Officer, and became
Chief Executive Officer in May 2017.
Skills and experience
Prior to joining the Group, Geoff wasChief
Executive Officer of Tesco Underwriting Limited
and has over 20years’ experience in managing
insurance operations. Prior to that, Geoffwas
employed by Ageas Insurance UK asManaging
Director ofAgeas Insurance Solutions Limited. He
also spent seven years at Churchill Insurance, both
prior toand following its acquisition by Royal Bank
of Scotland plc (“RBS”), and wassubsequently
seconded to TescoCompare.com to launch a joint
venture between Tesco plc and RBS.
He is a Chartered Insurer and holds aMaster of
Business Administration from Sheffield Business
Schooland a Postgraduate Diploma inMarketing
from the Chartered Institute of Marketing.
ANDY POMFRET
Company Chair
Appointment
Andy Pomfret was appointed Non-executive
Director and Senior Independent Director of
Sabre Insurance Group plc in February 2018
and Chair of the Company inSeptember 2020.
Skills and experience
Andy has extensive experience of working in the
financial services sector and with UK listed
companies both as anExecutive and Non-executive
Director. After qualifying as an accountant with
KPMG, he spent 13 years with Kleinwort Benson as
a corporate financier, venture capitalist and finance
director of the investment management and private
banking division. In 1999 he joined Rathbone
Brothers plc as Finance Director, and then served as
Chief Executive Officer from 2004 until 2014.
In2003,he started his non-executive career, joining
the board of Beazley plc where he chaired the Audit
and Remuneration Committees and was theSenior
Independent Director. Duringthe last seven years
Andy has been a Non-executive Director of a
number of public and private companies, including
Sanne plc, Aberdeen New Thai Investment Trust
plc, and Miton UK MicroCap Trust plc. He was
afounder member of the Prudential Regulation
Authority Practitioner Panel and he holds an MA
from Queens’ College, Cambridge.
IAN CLARK
Non-executive Director
Appointment
Ian Clark was appointed a Non-executive Director
in September 2017 (when the Company was
incorporated) and has been a Non-executive
Director of Sabre Insurance Company Limited
since May2014.
Skills and experience
A chartered accountant, Ian has a strong finance
background and significant recent and relevant
accounting experience as well as extensive
knowledge of the UK insurance market. Ian
was a partner in Deloitte and its predecessor firms
between 1990 and 2014, where he led the Strategy
and Corporate Finance practice for the insurance
sector. Ian is a Non-executive Director at Aviva
Insurance Limited and is Chair of Mighty Quin
Consulting Limited, a company through which
he provides strategic advice within the insurance
industry.
S
abre Insurance Group plc Annual Report and Accounts 2021
48
Strategic Report Governance Financials
N A N RR
R RI
N I
I
I
REBECCA SHELLEY
Senior Independent Director
and Non-executive Director
Appointment
Rebecca Shelley was appointed aNon-executive
Director of Sabre Insurance Group plc in October
2017 and became Senior Independent Director
from September 2020.
Skills and experience
Rebecca brings extensive commercial and financial
services experience to the Board, as well as her
background of market-facing roles at listed
companies. Having been Investor Relations and
Corporate Communications Director atNorwich
Union plc from 1998-2000, Rebecca moved to
Prudential plc in 2000, starting as Investor Relations
Director, and then became Group Communications
Director with a seat on their Group Executive
Committee. From 2012 to 2016, Rebecca was the
Group Communications Director of Tesco plc and a
member of their Executive Committee. During this
time she held positions on the board of the British
Retail Consortium and was a trustee ofthe Institute
of Grocery Distribution. Most recently Rebecca
spent three years at TP ICAP plc as Group
Corporate Affairs Director, and was a member of
the Global Executive Committee.
She holds a BA (Hons) in Philosophy and Literature
from the University ofWarwick, and has an MBA in
International Business and Marketing from Cass
Business School. Rebecca isalso a Non-executive
Director at Hilton Food Group, Liontrust Asset
Management andARRACO Global Markets.
MICHAEL KOLLER
Non-executive Director
Appointment
Michael Koller was appointed aNon-executive
Director of Sabre Insurance Group plc in
September 2020.
Skills and experience
Michael brings extensive experience ofworking in
the financial services sector with both Swiss and
UK listed companies, in particular insurance and
reinsurance businesses. For the past nine years,
Michael was with Prudential plc, where he was
Group Risk Director and a member of the subsidiary
board Audit and Risk Committees. From 2008 to
2011, Michael was Chief Risk Officer atAviva
Europe, where he was also amember of the
European Executive Board. Michael was Group
Chief Actuary at Partner Re in 2007–2008 and spent
20052007 as Chief Regulatory Officer at Swiss
Re. Prior tothis, Michael spent 11 years in a number
of different roles at Swiss Life including serving as a
Chief Risk Officer on the Executive Board. Michael
is currently a Non-executive Director at Sanitas AG
inSwitzerland and is Chief Risk Officer for Amlin AG
Zurich. Alongside his executive roles, since 1995,
Michael lectures at the Federal Institute of
Technology, Zurich (ETHZ) asa titular professor of
mathematics. He holds a PhD in Mathematics
fromETHZ.
KAREN GEARY
Non-executive Director
Appointment
Karen Geary was appointed as Non-executive
Director of Sabre Insurance Group plc in
December 2020.
Skills and experience
Karen brings over 20 years of executive leadership
experience across start-up and listed blue-chip
organisations, as well as international HR and
business transformation experience across a variety
of industries, particularly in Europe and the US.In
addition to her role at Sabre, Karen also holds
external appointments as a Non-executive Director
and Chair of the Remuneration Committee of
National Express Group plc, as a Non-executive
Director and Chair of the Remuneration Committee
of ASOS plc, and as a Non-executive Director and
Chair of the Remuneration Committee of
PageGroup plc. Karen is a former FTSE100 HR
director with an extensive track record in the
technology industry. Between 1998 and 2013,
Karen was with The Sage Group plc, where she
built and led the HR function as Group HR Director
and from 2004 was a member of the Executive
Committee. Subsequent to this Karen held senior
positions with a US based software business,
followed by a FTSE 100 software company which
she originally joined as Non-executive Director and
Chair of the Remuneration Committee. Since 2019
Karen has pursued a non-executive portfolio career.
Changes throughout the year:
CATHERINE BARTON
Non-executive Director
Appointment and Resignation
Catherine Barton was appointed a Non-executive
Director of Sabre Insurance Group plc in October
2017 and left the Board with effect 26
November 2021
Skills and experience
Catherine has extensive insurance andactuarial
experience. She began her career with Bacon &
Woodrow, becoming a fellow of the Institute of
Actuaries in 1999, before moving to Deloitte LLP,
where she became a partner in 2005 and led the UK
and overseas markets retail insurance actuarial
team. Between 2010 and 2015, she was a partner
within the general insurance actuarial team of Ernst
& Young LLP. Catherine worked as Commercial and
Finance Director ofBupa’s UK business from 2015
to 2017 and as General Manager of Bupa Dental
Care in 2018. During 2020-2021 she was Chief
Financial Officer of Talbot Underwriting Ltd. She has
significant and relevant financial experience gained
from these roles andshe holds a MA (Hons) degree
inMathematics from the University ofOxford.
S
abre Insurance Group plc Annual Report and Accounts 2021
49
Strategic Report Governance Financials
Board Committees
Each Committee has a set of Terms of Reference, which are agreed by the Board and approved annually.
Theyare all available in the Governance section of Sabre’s corporate website at www.sabreplc.co.uk
The key responsibilities of each Committee are set out below.
Audit Committee
To monitor the integrity
of the Group’s accounts,
and the adequacy and
effectiveness of the
systems of internal
control.
To monitor the
effectiveness and
independence of the
internal and external
auditors
Risk Committee
To monitor and review the
effectiveness of the risk
management and
compliance framework
and internal controls.
Nomination &
Governance
Committee
To keep under review the
composition, structure
and size of, and
succession to, the Board
and its Committees.
To provide succession
planning for the Executive
Team and the Board,
leading the process for all
Board appointments.
To evaluate the balance of
skills, knowledge,
experience and diversity
on the Board.
The Nomination and
Governance Committee
Report can be found on
page 59.
Remuneration
Committee
To set remuneration for
all Executive Directors
and the Chair.
To oversee the
Company’s
Remuneration Policy and
practices and take these
into account when
setting the policy for
Directors’ remuneration.
Oversight of wider
employee reward
policies.
Chief Executive Officer
Responsible for the day-to-day running of the Group’s business and performance, and the development and
implementation of strategy.
Executive Team
Supporting the Chief Executive Officer in developing the Group’s strategy and its implementation..
The Audit Committee
report can be found on
page 54.
The Risk Committee
Report can be found on
page 57.
The Remuneration
Committee Report can
be found on page 61.
UK Corporate Governance Code Compliance
The Board is committed to the high standards
ofcorporate governance across the Group and
supports the principles laid down in the UK
Corporate Governance Code (the ‘Code’), asissued
by the Financial Reporting Council. The Board
considers that the Company wascompliant with all
of the principles and provisions of the Code during
the financial year ended 31 December 2021, apart
from the interim appointment of Andy Pomfret to
the Audit Committee, whilst the Board recruits an
additional Non-executive Director. A copy of the
Code is available on the Financial Reporting
Councils website at www.frc.org.uk/directors/
corporate-governance-and-stewardship/
uk-corporate-governance-code
To ensure the Group remains fully compliant with
the principles of the Code, the Board reviews and
addresses its training and development needs by
attending various seminars and teach-ins from
advisers at Board meetings, and in 2021 completed
an internal Board Effectiveness Review, which
evaluated the performance of the Board, its
Committees, and the Company Chair.
Leadership
The Company Directors and details of their
experience and the date of their appointment are
set out on pages 48 and 49.
As at 31 December 2021, the Board had seven
Directors: The Company Chair, two Executive
Directors, and four Non-executive Directors. The
independence of the Non-executive Directors is
reviewed annually in accordance with the criteria set
out within Provision 10 of the Code, and it is
confirmed that all of the Company’s Non-executive
Directors remained independent as at 31 December
2021. Board Directors recognise the need and
importance of acting with integrity, and do so in
their roles as Directors of the Company.
Governance
Report
Chair
The Chair is responsible for the leadership of the Sabre Insurance Group plc Board (the ‘Board’) and for
ensuring that it operates effectively through productive debate and constructive challenge.
Governance Framework
Shareholders
The Board
The Board is responsible for providing leadership to the Group. It does this by setting strategic priorities and
overseeing their delivery in a way that is aligned with Sabre’s culture and enables sustainable long-term
growth, whilst maintaining a balanced approach to risk within a framework of effective controls and taking
into account the interests of a diverse range of stakeholders. Decisions and matters which are reserved for
the Board, are contained in the Board’s Schedule of Matters and Matters Reserved for the Board.
All of the Directors bring strong judgement to the
Board’s deliberations. During the year the Board
was of sufficient size and diversity that the balance
of skills and experience was considered to be
appropriate for the requirements of the business. As
mentioned in the Chairs Governance Letter,
Catherine Barton left the Board in November 2021,
and the Board have begun to recruit an additional
Non-executive Director to join the Board.
The Board
The Board is collectively responsible for setting the
Company’s strategic aims and providing the
leadership to put them into effect through the
management of the Group’s business within the
Companys governance framework. It does this by
setting the Group’s strategy and ensuring that
appropriate standards, controls and resources are in
place for the Company to meet its obligations, and
also by reviewing Management’s performance. This
includes ensuring that the Company has a Code of
Conduct, which sets out the Group’s policy of
conducting all business affairs in a fair and
transparent manner and maintaining high ethical
standards in dealings with all relevant parties. The
Code of Conduct is available at www.sabreplc.
co.uk/about-us/code-of-conduct/
In order to ensure there is a clear division of
responsibilities between the Board and the running
of the business, the Board has a formal Schedule of
Matters and Matters Reserved for the Board, which
confirms what decisions are reserved for the Board.
These documents are reviewed on an annual basis
and include the Group’s strategic aims; objectives
and commercial strategy; governance and regulatory
compliance; structure and capital; financial reporting
and controls; internal controls and risk management;
major capital commitments; major contracts and
agreements; shareholder engagement; remuneration
of senior executives; material corporate transactions;
and any changes to theSchedule of Matters and
Matters Reserved for the Board.
S
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50
Strategic Report Governance Financials
Division of responsibilities
The Chair is primarily responsible for leading the Board, setting its agenda, promoting a culture of
openness and debate and monitoring its effectiveness. The Chair is supported by the Senior
Independent Director, who acts as a sounding board and serves as an intermediary for the other
Directors. Neither the Chair, nor the Senior Independent Director, are involved in the day-to-day
management of the Group. Save for the Schedule of Matters and Matters Reserved for the Board, the
Chief Executive Officer (with the support of the Executive Team) is responsible for proposing the
strategy to be adopted by the Group, running the business in accordance with the strategy agreed by the
Board and implementing Board decisions. The Board has approved the clear division of responsibilities
between the Chair, Chief Executive Officer and Senior Independent Director, as shown in the table
below. The division of responsibilities is reviewed annually.
Chair
Sets the Board agenda primarily
focusing on strategy, performance,
value creation, culture and
stakeholders
Ensures the Board has an effective
decision-making process,
demonstrating objective judgements
and constructive challenge
Ensures the Board has an
appropriate balance of skills,
knowledge, experience and
diversity
Leads the induction and
development plans for new and
existing Board members
Communicates with major
shareholders and ensures the Board
understands their views
Ensures the Board receives accurate,
timely and clear information
Leads the annual Board evaluation
Senior Independent Director
Supports the Chair in the delivery of
his objectives
Acts as a sounding board for the
Chair and serves as an intermediary
for the other Directors
Is available to shareholders if they
have concerns that cannot be
resolved through the normal
channels
Works with the Chair and other
Directors and shareholders to
resolve significant issues where
necessary
Leads the annual performance
evaluation of the Chair
Chief Executive Officer
Runs the Group’s business and
delivers its commercial
objectives
Proposes and develops the
Group’s strategy, in close
consultation with the Executive
Team, the Chair and the Board
Implements the decisions of the
Board and its Committees
Ensures operational policies and
practices drive appropriate
behaviour, in line with the
Group’s culture
Leads the communication
programme with key
stakeholders, including
employees.
Ensures Management provides
the Board with appropriate
information and necessary
resources
Governance Report
continued
Non-executive Directors
Along with the Chair and Executive Directors, the
Non-executive Directors are responsible forensuring
the Board and its Committees fulfiltheir
responsibilities. It is the Non-executive Directors’
role to provide constructive challenge, strategic
guidance, offer their respective specialist advice and
hold Management to account. The Non-executive
Directors combine broad business and commercial
experience, in particular in the financial services and
insurance sectors, with independent and objective
judgement and they provide independent challenge
to the Executive Directors. The balance between
Non-executive and Executive Directors enables the
Board to provide clear and effective leadership
across the Group’s business.
Board Committees
In order to provide effective oversight and
leadership, the Board has delegated certain aspects
of its responsibilities to the following committees of
the Board (“Committees”):
The Audit Committee
The Risk Committee
The Nomination and Governance Committee
The Remuneration Committee
The Disclosure Committee
The Terms of Reference of these Committees are
approved by the Board, reviewed annually and are
available on the Company’s website at www.
sabreplc.co.uk/about-us/corporate-governance/
The Committee Reports are set out on pages 54 to
81. It is noted that the Disclosure Committee did not
meet during the year and does not have a
Committee Report.
Board Meetings
The Board meets at least six times a year with
supplementary ad-hoc meetings as required. There
is a planned cycle of activities, managed through the
Schedule of Matters and Matters Reserved for the
Board, and a formal agenda is prepared for each
Board and Committee meeting. Minutes and a
follow-up list of matters arising from each Board and
Committee meeting are maintained, and reviewed
at every meeting. In addition to this, verbal updates
are provided by each Committee Chair at the
following Board meeting.
Company Secretary
The Company Secretary acts as Secretary tothe
Board and to all of its Committees. Theappointment
or removal of the Company Secretary is a matter for
the Board as a whole. The Company Secretary
assists the Chair in ensuring that the Board and the
Company has the appropriate policies, processes,
information, time and resources they need to fulfil
their duties and in order to function effectively
andefficiently. Anneka Kingan has been the Group’s
Company Secretary since early 2018.
Board and Committee Meetings
The attendance of Directors at Board and
Committee meetings held in the financial year
ended 31 December 2021 is illustrated in the table
on page 52. During the year the Board reviewed and
amended the membership of its Committees, with
Ian Clark leaving the Remuneration Committee early
in 2021, and upon Catherine Barton’s departure, Ian
became Chair of the Audit Committee, and Andy
Pomfret joined both the Audit Committee and Risk
Committee. Details of the membership of each
Committee can be found in each relevant
Committee Report. The activities of the Board
during the year are set out below and the reports
from each of these Committees are set out on
pages 54 to 81 of this Annual Report.
During the financial year ended 31 December 2021,
the Board scheduled and formally met six times,
during which it reviewed, discussed and approved:
the performance of the Company
the announcement relating to the financial year
ending 31 December 2020
the 2020 Annual Report and Accounts, including
the Committee reports, Viability and Going
Concern Statements
the Notice of Meeting and Proxy Form for the
2021 Annual General Meeting
the 2021 Half Year Results, Q1 and Q3 Trading
Statements
the Company’s strategy, including the
development of motorcycle insurance
the payment of the dividends, including the final
dividend for the financial year ending 31 December
2020, and an interim dividend for the financial year
ending 31 December 2021
the results of the Company’s 2020 Board
Effectiveness Review
the 2022 budget
the impact of COVID-19 on the Companys financial
position and performance, on its employees, on its
customersand other stakeholders
S
abre Insurance Group plc Annual Report and Accounts 2021
51
Strategic Report Governance Financials
Effectiveness
The Board is structured to provide the Company
with an appropriate balance of skills, experience,
knowledge and independence to enable it to
discharge its duties and responsibilities effectively.
Given the nature of the Group’s business, insurance,
actuarial and accounting experience as well as
experience of the financial services sector is clearly
of benefit and this is reflected in the composition of
the Board and its Committees.
Diversity
The Board recognises that it is vital that it is diverse
in its make-up to ensure creative and innovative
thinking, improved decision-making and that it leads
to better outcomes for the Company. Diversity is a
key factor in reviewing the Boards composition and
recommending appointments. When recruiting, the
Board requires that the headhunters provide diverse
shortlists, and ensures that all Board appointments
are based on merit. As at 31 December 2021, the
Board has two female Directors, out of seven,
which is the equivalent to 28.5% of the Board being
female, however prior to Catherine Barton’s
departure, this figure was 37.5%. The Board is
looking to address its diversity further in 2022.
Induction and ongoing professional
development
The Board has a thorough induction programme for
Directors to participate in upon joining the Board.
This programme is monitored by the Chair and is the
responsibility of the Company Secretary. Depending
upon their qualifications and experience, the
programme includes presentations and briefings,
meetings with Board Directors, senior
Management, and external advisers, andvisits to
the Company’s office in Dorking,Surrey.
The ongoing professional development of the
Directors has been reviewed by the Board and its
Committees. The Chair reviews and agrees the
training and development needs with each of the
Directors during each year. Directors have the
opportunity to highlight specific areas where they
feel their skills or knowledge would benefit from
development as part of the Board evaluation
process, and are encouraged to continue their own
professional development through attendance at
seminars and conferences. Directors confirm
annually that they have received sufficient training
to fulfil their duties.
Information and advice
Directors are provided with appropriate
documentation at least a week in advance of
eachBoard and Committee meeting. TheCompany
uses an online platform to securely and efficiently
distribute its Board and Committee papers, which
maximises information security and has minimal
environmental impact. AllDirectors have access to
the advice and services of the Company Secretary
for information and guidance, and she is responsible
for ensuring that all Board procedures have been
complied with. Directors may also obtain
independent professional advice at the Company’s
expense if they believe it is required in the
furtherance of their duties. No such advice was
sought by any Director during the year.
Time commitment
As part of the appointment process and their annual
review the Non-executive Directors each confirm
that they are able to allocate sufficient time to the
Company to discharge their responsibilities
effectively and Directors are expected to attend all
scheduled Board meetings, relevant Committee
meetings, the Annual General Meeting and any
general meeting of the Company.
The other public company commitments of the
Chair and the other Directors are as indicated in their
biographies on pages 48 to 49. Each Director is
required to seek permission from the Chair and the
Board before accepting additional commitments.
This is to ensure that additional appointments are
not be a conflict of interest and that the Director will
have sufficient time to continue in their role at
Sabre. The Board is satisfied that the Chair and each
Non-executive Director are able to allocate sufficient
time to enable them to discharge their duties and
responsibilities effectively.
In addition, the Board and the Committees regularly
received updates, reports and presentations from
other senior employees including the Chief Actuary,
the Claims Director, the Chief Risk Officer, the
Company Secretary, the Head of IT and Business
Systems and the Head of Compliance.
This year the Board continued with face-to-face
meetings, where possible and in line with the health
and safety requirements to ensure that the
meetings were COVID-19 compliant. Where this
was not possible, due to the government
restrictions, safety concerns, and the need for
self-isolation, the meetings were held by
videoconference.
Attendance by Directors at scheduled Board and Committee meetings
number attended/number required to attend
Director Board
Audit
Committee
Risk
Committee
Nomination &
Governance
Committee
Remuneration
Committee
Catherine Barton
*
5/6 4/5 4/5 3/3
Geoff Carter 6/6
Ian Clark
**
6/6 5/5 5/5 3/3 2/2
Karen Geary 6/6 3/3 4/4
Michael Koller 6/6 5/5 3/3 4/4
Andy Pomfret
***
5/6 1/1 1/1 3/3
Rebecca Shelley 6/6 5/5 3/3 4/4
Adam Westwood 6/6
* Catherine Barton left the Board with effect from 26 November 2021.
** Ian Clark left the Remuneration Committee with effect from 1 April 2021.
*** Andy Pomfret joined the Audit and Risk Committees with effect from 25 November 2021.
Decisions at Board meetings are taken by a majority of the Directors and in the case of an equality of
votes the Company’s Articles of Association (“Articles”) provide that the Chair has a second or casting
vote. The Board considers that no single Director can dominate or unduly influence decision-making.
During the year, the Chair and the Non-executive Directors met without the Executive Directors, and the
Non-executive Directors met without the Chairpresent.
Governance Report
continued
S
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52
Strategic Report Governance Financials
Conflicts of interest
The Board has established a procedure to deal with
Directors’ conflicts of interest which complies with
the Companys Articles andthe provisions in section
175 of the Companies Act 2006. Schedules of a
Director’s actual or potential conflicts are compiled
based on disclosures made by the Director. These
are updated and reviewed on an annual basis in
addition to conflicts or potential conflicts being
considered at the beginning of Board meetings.
Accountability
The Board, through the Audit Committee, reviews
the Companys financial and business reporting and
maintains the Company’s relationship with its
auditors, the details of which are set out in the Audit
Committee Report on pages 54 to 56. Through the
Risk Committee, the Board receives reports
regarding the Company’s riskmanagement,
compliance and internal control systems,
theeffectiveness of the Group’s systems of risk
management and internal controls. Further details of
this are set out in the Risk Committee Report on
pages 57 to 58.
Anti-Bribery and Corruption
As part of Sabre’s commitment to preventing
bribery and corruption, the Group has an Anti-
Bribery and Corruption Policy, which is reviewed
and approved annually by the Board.
The Company operates an Anti-Bribery and
Corruption Policy to prevent and prohibit bribery, in
line with the Bribery Act 2010. The Company will
not tolerate any form of bribery by, or of, its
Directors, employees, agents or consultants or any
person or body acting on its behalf, and no such
incidents occurred in the financial year ending 31
December 2021.
Thepolicy covers:
the main areas of liability under the BriberyAct
2010
the responsibilities of the Directors, employees
and associated persons acting for, or on behalf of,
the Company
the consequences of any breaches ofthe policy
Modern Slavery
Sabre annually considers the2015 Modern Slavery
Act. Sabre has a zero-tolerance approach to any
form of slavery and human trafficking and confirms
to the best of its knowledge that there is no slavery
or human trafficking within its supply chain. The
Companys Modern Slavery Statement isreviewed
and approved by the Board on an annual basis and
can be found on the Company’s website www.
sabreplc.co.uk/about-us/corporate-governance/
modern-slavery-statement
Whistleblowing arrangements
The Company has a Whistleblowing Policy, which
enables and encourages employees to report in
confidence any possible improprieties in either
financial reporting or other matters to an external
hotline.
Remuneration
Details of the Directors’ remuneration and thework
of the Remuneration Committee asrequired by the
Large and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008 (as
amended) can be found in the Annual Report on
Directors’ Remuneration on pages 71 to 81.
Although the Company does not formally engage
with its employees on executive remuneration, the
Board engages with employees via the designated
Non-Executive Director for workforce engagement,
Ian Clark, who is appointed to represent employee
opinions at the Board. Ian leads on ensuring
effective engagement with employees and regularly
feeds back to the Committee and the Board
following his meetings with employees. Although
this process does not currently include an active
two-way dialogue with the employees on executive
pay but the approach is being kept under review.
Relations with Shareholders
Through this Annual Report and, as required,
through other periodic announcements, the Board is
committed to providing shareholders with a clear
assessment of the Company’s position and
prospects. The Board recognises the importance of
engaging constructively with shareholders and,
during the year, the Chief Executive Officer, Chief
Financial Officer and Company Secretary continue
to engage with shareholders through investor
presentations, conferences and roadshows,
ensuring they areup to date with their views.
These views are regularly shared with the Board,
and theChair and the Senior Independent Director
remain available to meetshareholders separately to
discuss any issuesor concerns they may have. The
Board keeps shareholders informed primarily by
way of theAnnual Report, Half Year Results, Trading
Statements and the Annual General Meeting. This
information and other significant announcements of
the Group will be released to the London Stock
Exchange and will be available on the Company’s
website www.sabreplc.co.uk/investors/
regulatory-news
Major shareholders
The holdings of our major shareholders can be
found on page 83 of this Annual Report.
Share register
The share register is managed on the Group’s behalf
by Equiniti who can be contacted at Aspect House,
Spencer Road, Lancing, WestSussex BN99 6DA or
by telephone on 0371 384 2030 or, if dialling
internationally, on+44121 415 7047.
Annual General Meeting
Notice of the Company’s Annual General Meeting
for the year ending 31 December 2021 will be sent
to shareholders, at least 21 clear days before the
meeting. The Annual General Meeting will provide
shareholders with the opportunity to vote on the
resolutions put to shareholders and, for those
shareholders who attend, to ask questions of the
Board of Directors, including the Chairs of the
Committees. The result of the voting on all
resolutions proposed at the Annual General Meeting
will be published on the Company’s website, post
the conclusion of the meeting.
Performance evaluation
The Board recognises the importance of evaluating
annually the performance and effectiveness of the
Board, its Committees, the Chair and individual
Directors. During theyear a formal annual review of
the performance of the Board, its Committees, the
Chair and individual Directors was completed. This
year the process consisted ofan internally facilitated
exercise led by the Chair and assisted by the
Company Secretary. The questionnaire used as part
of the process consisted of questions covering the
Board, the Committees and Chair’s performance
and was completed by all of the Directors of Sabre
Insurance Group plc and Sabre Insurance Company
Limited (the Group’s operating subsidiary). The
individual Directors’ performance was reviewed by
the Chair. It is confirmed that all Directors fully
engaged with the process, and it was concluded
that the Board, its Committees and the Chair were
operating effectively. Following the Board
Effectiveness Review the Board decided to continue
to focus on building strong relationships between
the Board members, notably because of the lack of
meetings in person due to the COVID-19 pandemic.
Appointment of Directors
The Articles provide that Directors may be
appointed by the Board or by the Company by
ordinary resolution. A Director appointed by the
Board may only hold office until the next following
Annual General Meeting of the Company after their
appointment and is then eligible for election bythe
shareholders. The Board through the Nomination
and Governance Committee hasreviewed and
adopted the Code recommendation that all
Directors should be subject to annual re-election (in
compliance with Code Provision 18). During 2021,
all of the Directors stood for election or re-election
at the Annual General Meeting, and were
successful in their appointment or reappointment.
Further details regarding the terms of appointment
and remuneration for the Executive Directors and
Non-executive Directors are set out in the Annual
Report on Directors’ Remuneration (on pages 71 to
81) andtheir service contracts and terms of
appointment are available for inspection
inaccordance with the Code at the Companysoffice
and at the Company’s Annual General Meeting.
Governance Report
continued
S
abre Insurance Group plc Annual Report and Accounts 2021
53
Strategic Report Governance Financials
The Audit Committee (the ‘Committee’)
The Committee compromises at least three
Non-executive Directors of the Company, including
the Company Chair, all of whom are considered to
be free of any relationship that would affect their
impartiality incarrying out their responsibilities and
were independent as required under Provision 17
ofthe UK Corporate Governance Code (the ‘Code’).
Members of the Committee are appointed by the
Board, on the recommendation of the Nomination
Committee andthe Chair of the Committee. The
Committee is chaired by Ian Clark who has
significant, recent and relevant financial experience.
The Chief Executive Officer, and Chief Financial
Officer are invited to attend meetings, unless they
have a conflict of interest. Inaddition, the External
Audit Partner, the Internal Audit Partner, the
Company Secretary and Head of Internal Audit are
invited to attend part or all of the Committee
meetings, providing there is no conflict of interest.
Other relevant people from the Company may also
be invited to attend all orpart of a meeting to
provide deeper insight intothe Company and its
issues. Either immediately prior to the meeting
orimmediately after the meeting, theCommittee
meets with either the External Audit Partner or the
Internal Audit Partner. These private meetings
alternate at each meeting and give the external
parties access tothe Committee members. The
Committee Chair also meets regularly with both
internal and external Audit partners outside of the
Committee meetings, and is available to
shareholders at the Company’s Annual
GeneralMeeting.
The Chair of the Committee reports to subsequent
meetings of the Board and the Company Secretary
acts as Secretary to the Committee. Annually, the
Committee reviews its effectiveness.
Roles and Responsibilities
The Committee in line with its terms of reference
meets at least three times a year, andas and
whenrequired. The terms of reference of the
Committee can be found on the Company’s
website www.sabreplc.co.uk/about-us/
corporate-governance and are reviewed by
theCommittee on an annual basis.
In accordance with its terms of reference the Board
has delegated to the Committee responsibility for
overseeing key areas of responsibility which include
the following:
External audit – this includes considering and
making recommendations to the Board on the
appointment of the external auditors (including
approving the remuneration and terms of
appointment) as well as reviewing the external
auditor’s annual audit programme and the results
therefrom, reviewing the quality and effectiveness
of the audit and reviewing and confirming the policy
on non-audit services carried out by the external
auditors and auditor independence. The Committee
is responsible for managing the relationship with the
Companys external auditor, EY, on behalf of the
Board. Overall effectiveness of the external audit
process is dependent upon communication
between the Group and the auditor, which allows
each party to raise potential accounting and financial
reporting issues as and when they arise, rather than
limiting this exchange to only during regularly
scheduled meetings.
Financial and narrative reporting – thisareaof
responsibility includes monitoring the integrity and
compliance of the Companys financial statements
and for providing effective governance of the Group’s
financial reporting, including, but not limited to any
formal announcements or publications relating to
theGroup’s financial performance as well
asreviewing significant financial reporting issues
and judgements made in connection with them.
IAN CLARK
Audit Committee Chair
Audit Committee
Report
Committee meetings in 2021
JAN FEB MAR APR MAY JUN
JUL AUG SEP OCT NOV DEC
Committee Members Date of Appointment Attendance
Ian Clark (Chair)
(Chair with effect from 25November 2021)
April 2020 5/5*
Catherine Barton (Chair)
(Chair until 25 November 2021 and left the Committee with
effect from 26 November 2021)
April 2020 4/5
Michael Koller September 2020 5/5
Andy Pomfret
(joined the Committee with effect from 25 November 2021)
November 2021 1/1
* Four as Committee member and one as Committee Chair.
COMMITTEE MEMBERS
The membership as at the date of thisreport together with
such members’ appointment dates and attendance record
for the year ended 31December 2021are set outbelow:
S
abre Insurance Group plc Annual Report and Accounts 2021
54
Strategic Report Governance Financials
2021 and the Committee
For the majority of the year, the Audit Committee,
was chaired by Catherine Barton, and upon her
departure in late November 2021, Ian Clark became
the Audit Committee Chair and Andy Pomfret joined
the Committee, on an interim basis. The Committee
is required to be chaired by an individual who has
appropriate financial expertise, as required by the
Code, and the Board considers that Ian has
appropriate financial expertise, as Ian is a qualified
accountant with significant financial, insurance
industry, and director experience.
The Committee was in place throughout the financial
year ended 31 December 2021 and met five times.
The Chief Executive Officer and the Chief Financial
Officer both attended all of the Committee
meetings, as did the External Audit and Internal
Audit partners. All meetings were minuted by the
Company Secretary. The Committee Chair also held
regular individual meetings with the Company’s
Chief Executive Officer, Chief Financial Officer, the
Chief Actuary, the Company’s External and Internal
Audit Partners, and the Company Secretary and
Head of Internal Audit.
Activities of the Committee in 2021
During the financial year ending 31 December 2021,
the Committee reviewed:
the accounting issues and significant judgements
related to the financial statements
the appropriateness of key accounting judgements
including the sufficiency of insurance liabilities
the process and stress testing undertaken to
support the Group’s viability and going concern
statements
and recommended to the Board the Company’s
accounts for the financial year ending 31
December 2020
the appropriateness of the Groups accounting
policies
the appointment of the External Auditor and
reviewing their plan for the audit of the Group’s
financial statements, which included key areas of
scope of work, keyrisks on the financial
statements, confirmation of auditor independence
and the proposed audit fee.
the effectiveness of the External Audit Partner,
the External Audit Team, their approach to audits,
including planning and execution, communication,
support and value were assessed and discussed
for the financial year ending 31 December 2020.
Overall the effectiveness of the external audit
process was assessed as performing as
expected, and the Committee concluded that
during the financial year ending 31 December
2020, the External Auditor continued to
demonstrate appropriate qualifications and
expertise and has remained independent of the
Group. Accordingly, the Committee
recommended to the Board that EY be
reappointed as the Group’s auditors for a further
year, until the end of 2021. The Board accepted
this recommendation and aresolution was put to
shareholders at the 2021 Annual General
Meeting, which was approved by shareholders.
the Group’s system of controls and its
effectiveness using information drawn from a
number of different sources including
Management, and independent assurance
provided by Internal Audit (throughits annual audit
plan) and the external auditors
reports from the Company’s outsourced Internal
Audit and reviewing and approving their fees
the Committee’s annual effectiveness report
responses and concluded that the Committee
was effective
In addition to the above, during the financial year
ending 31 December 2021, the Committee:
approved external audit fees and the policy on
non-audit services carried out by the Group’s
external auditors
approved and recommended to the Board, which
agreed to recommend to shareholders, the
reappointment of EY as the Group’s external
auditor
approved the Committee’s terms of reference and
confirmed that the Committee had sufficient
resources to enable it to complete its responsibilities
confirmed to the Board that, based on its review of
the 2020 Annual Report and Accounts and internal
controls that support the disclosures, the 2020
Annual Report and Accounts, taken as a whole, are
fair, balanced and understandable and provide the
necessary information for the shareholders to
assess the Company’s position and performance
and its business model and strategy.
The Committee pays particular attention to matters
it considers to be important by virtue of their impact
on the Group’s results, the internal control
environment or the level of complexity, and matters
of judgement or estimation involved in their
application to the Consolidated Financial
Statements. The main areas of focus for the period
under review are set out on the following page:
Internal Audit – the Group has a formal process of
internal audit, and in 2018 appointed BDO to run the
Group’s internal audit programme. BDO performs
audits on arolling basis across the Group over a
three-year period. The reports are made available to
the Committee, the Chief Executive Officer, Chief
Financial Officer, Chief Risk Officer, the Company
Secretary, and relevant members of Management.
BDO re-confirm their independence on an annual
basis.
The primary objective of the function is to
systematically and objectively assess: (i) the
effectiveness of the business controls over the
Group’s operations, financial reporting, risk and
compliance areas and (ii) the adequacy of these
systems of control to manage business risk and
safeguard the Group’s assets and resources. The
Committee reviewed and approved the internal
audit role and risk-based internal audit plan, and
received updates on the internal audit activity and
engagement results to help form a view on internal
audit effectiveness. Feedback after each audit is
obtained from those involved in the audit and fed
back to the internal auditor with concerns being
raised with the Committee as needed.
Internal controls – this includes reviewing the
effectiveness of the Group’s system of internal
controls and ensuring timely action istaken by
management to address matters arising from the
internal audit assessments.
Reserves review – the establishment of insurance
liabilities in respect of reported and unreported
claims is the most significant area of judgement
within the financial statements. The Committee
maintains oversight of the reserving process and
assumptions used in setting the level of insurance
liabilities, which is assessed by the Group’s
actuaries on a quarterly basis.
Whistleblowing reviewing arrangements
bywhich employees may in confidence raise
concerns about possible improprieties regarding
financial reporting and other matters.
Audit Committee Report
continued
S
abre Insurance Group plc Annual Report and Accounts 2021
55
Strategic Report Governance Financials
External Audit appointment and tender
EY have been the auditors of Sabre Insurance
Company Limited and of the previous parent
companies of Sabre Insurance Company Limited
(‘SICL’) since 2001. Given that SICL, the principal
subsidiary of the Group, is considered a Public
Interest Entity (‘PIE’), the transitional rules under
EU legislation require Sabre Insurance Company
Limited to run a tender process for the external
audit by 2023, after which SICL will be required to
change its external auditors. Under these
regulations, the external audit engagement partner
is now generally required to rotate every five years.
The external audit engagement partner for the
financial year ending 31 December 2021, was
Stuart Wilson, who was appointed to lead the audit
of SICL in 2016. The Committee had previously
considered the length of time for which EY had
carried out the audit of the main trading subsidiary
of the Group and concluded that a competitive
tender process should be carried out during 2020.
The tender process was initiated with the intention
that the new audit firm would carry out the audit
for the year ended 31 December 2021, however
the process was paused following the outbreak
ofCOVID-19 in the UKas, in the opinion of
theCommittee and the Board, as it was not
possible to run an effective tender process while
severe restrictions on travel were in place.
The Audit Committee requested that the current
audit partner could remain in place to carry out
EY’s final audit in respect of the year ended 31
December 2021. This will be the partner’s fifth
year as the engagement partner of the Group and
sixth year as the engagement partner of the
regulated insurance entity, SICL. The Audit
Committee carefully considered the impact of
extending the tenure of the partner on SICL
beyond the usual five-year period on the overall
quality of the audit, andbelieved that this approach
will lead to a higher-quality outcome of both the
Group and SICL audits than either running an
accelerated tender process or rotating audit partner
for asingle year.
Following the reduction in restrictions regarding
COVID-19, the audit tender process was
completed in 2021, and the Committee proposed
to the Board that PwC be proposed to
shareholders as the next external auditor, with
their first audit in respect of 2022. Resolutions
regarding PwC and their remuneration will be
contained in the Notice of Meeting for the 2022
Annual General Meeting.
Non-audit work carried out by External Auditors
The Committee has reviewed and approved
apolicy regarding non-audit work and fees which
requires all non-audit work proposed to be carried
out by the external auditors to be pre-authorised
by the Committee or, ifrequired urgently between
Committee meetings, the Chair of the Committee,
inorder to ensure that the provision of non-audit
services does not impair the External Auditor’s
independence or objectivity. The total fees for
non-audit services must not exceed 70% of the
average audit fees billed to the Company by the
external auditor in the past three years. During
theyear, EY and its subsidiaries charged the
Group £379,000 (2020: £405,000) for audit and
audit-related services, and received atotal fee
during the financial year of £459,000 (2020:
£483,000). A summary of fees paid to the external
auditors is set out inNote 8 to the Consolidated
Financial Statements. In the financial year ending
31December 2021, the external auditors
didnotundertake any material non-audit work
forthe Company.
On behalf of the Audit Committee
IAN CLARK
Chair of the Audit Committee
21 March 2022
1. Valuation of insurance liabilities
The Committee agreed with managements
assessment that the most significant area of
estimation within the financial statements continues
to be the estimation of insurance liabilities. This
comprises an estimate of the ultimate cost of claims
incurred at the date of the statement of financial
position, both reported and not yet reported, along
with an estimate of the associated reinsurance
recoveries. The Committee reviewed the
Companys policy to hold sufficient reserves to meet
insurance liabilities as they fall due, plus a risk margin
reflective of the uncertainty within such calculation.
The Committee reviewed the Chief Actuarys annual
and quarterly reserving reports and challenged the
appropriateness of the process, key judgements and
assumptions supporting the projection of the best
estimate claims expense. The Committee also
discussed such matters with the Group’s external
auditor. The Chair of the Committee met with the
Group’s Chief Actuary without other members of
management present. TheCommittee noted the
inherent uncertainty associated with the estimation
of claims costs, in particular with reference to the
changes in the legal environment and the impact of
historically high levels of claims inflation.
The Committee concluded that the insurance
liabilities presented in the financial statements were
fairly stated.
2. COVID-19
The Committee has discussed in detail the potential
impacts of the COVID-19 pandemic, on both the
viability of the business and the valuation of its
assets and liabilities throughout the year. The
Committee is satisfied that there is no material
impact on the valuation of assets or liabilities, and
that the outbreak, while presenting operational
challenges across the industry, does not currently
have a material impact on our conclusion as to the
viability and going concern of the business. Further
information on the impact of COVID-19 on the
Company can be found within the Chief Executive
Officer’s Review and Viability Statement on pages
11 to 13 and 27 to 29.
3. Implementation of new accounting
standards
The Committee reviewed the implementation and
key judgements associated with the 2020
implementation of IFRS 9, including consideration of
the classification and measurement of financial
assets and the disclosure presented within the 2020
Annual Report and Accounts, as approved in March
2021. The Audit Committee continues to monitor
the Group’s preparedness for the implementation of
IFRS 17.
4. Other matters
The Committee reviewed certain matters which
were individually less significant to the financial
statements which will impact the recognition,
measurement and disclosure of insurance contracts
and financial investments. The Committee also
reviewed the extent and adequacy of TCFD
disclosures.
Audit Committee Report
continued
S
abre Insurance Group plc Annual Report and Accounts 2021
56
Strategic Report Governance Financials
The Risk Committee (the “Committee”)
The Committee compromises of at least three
Non-executive Directors of the Company, including
the Company Chair, all ofwhom are considered to be
free of any relationship that would affect their
impartiality in carrying out their responsibilities and
were considered independent as required under
Provision 17 of the Corporate Governance Code (the
‘Code’), or in the case of the Company Chair
considered independent on appointment. Members
of the Committee are appointed by the Board, on the
recommendation of the Nomination and Governance
Committee and the Chair of the Committee. The
Committee is chaired by Ian Clark who has
significant, recent and relevant risk experience.
The Chief Executive Officer, Chief Risk Officer and
Chief Financial Officer are invited to attend
meetings, unless they have a conflict of interest. In
addition, the Company Secretary, the Head of
Compliance and the Data Protection Officer are
invited to attend part or all of the Committee
meetings, providing there is no conflict of interest.
Other relevant people from the Company may also
be invited to attend all or part of a meeting to provide
deeper insight into the Company and its issues.
Either immediately prior to the meeting or
immediately after the meeting, the Committee
meets with either the Chief Risk Officer, the Head of
Compliance or the Data Protection Officer. These
private meetings alternate at each meeting and give
the Chief Risk Officer, Head of Compliance and Data
Protection Officer access to the Committee
members. The Committee Chair also meets
regularly with these individuals outside of the
Committee meetings, and is available to
shareholders at the Company’s Annual General
Meeting. The Chair of the Committee reports to
subsequent meetings of the Board and the Company
Secretary acts as Secretary to the Committee.
Annually, the Committee reviews its effectiveness.
Role andresponsibilities
The Committee has a planned cycle of activities,
managed through a schedule of matters, to ensure
that it addresses its responsibilities in the current
financial year. The terms of reference of the
Committee canbe found on the Company’s website
at www.sabreplc.co.uk/about-us/corporate-
governance and are reviewed by the Committee on
an annual basis. The Committee has a planned cycle
of activities, managed through a schedule of matters,
to ensure that it addresses its responsibilities in the
current financial year. The Committee meets at least
three times a year, inline with its terms of reference,
and as and when required.
The Board has delegated to the Committee
responsibility for monitoring and reviewing the
Group’s risk management and compliance
frameworks, and the controls in place within these
frameworks, to ensure that the Group has robust
procedures in place. The Committee reviews the
effectiveness of the Group’s risk management,
compliance management and internal control
systems, and reports to the Board on these areas.
In conducting its reviews, the Committee focuses
on material risks, including the determination of the
nature and extent of the principal risks, and controls
in the context of reports it receives regarding risk
management, as well as reports from the
Companys Head of Compliance and the Data
Protection Officer.
The Committee leads the process for:
Risk Management – this includes reviewing and
monitoring the effectiveness of the procedures for
the identification, assessment and reporting of risk
as well as setting, and monitoring adherence to, a
risk appetite that defines the nature and extent of
the risks that the Group is facing and should be
willing to take in achieving its strategic objectives. It
also includes oversight of the processes by which
risk-based capital requirements, and the Group’s
solvency position, are determined and monitored.
IAN CLARK
Risk Committee Chair
Committee meetings in 2021
JAN FEB MAR APR MAY JUN
JUL AUG SEP OCT NOV DEC
Committee Members Date of Appointment Attendance
Ian Clark (Chair) April 2020 5/5
Catherine Barton
(left Committee with effect from 26 November 2021)
April 2020 4/5
Rebecca Shelley April 2020 5/5
Andy Pomfret
(joined the Committee with effect from 25 November 2021)
November 2021 1/1
Risk Committee
Report
COMMITTEE MEMBERS
The membership as at the date of thisreport together with such
members’ appointment dates and attendance record for the
year ended 31December 2021 are set outbelow:
S
abre Insurance Group plc Annual Report and Accounts 2021
57
Strategic Report Governance Financials
Remuneration – the Committee provides advice to
the Remuneration Committee regarding the
weightings to be applied to performance objectives
relating to the Management’s management of risk
throughout the year.
2021 and the Committee
The Committee was in place throughout the
financial year ended 31 December 2021, and met
five times through the period. The Chief Executive
Officer and the Chief Risk Officer attended, partially
or fully, all of the Committee’s meetings. The Chief
Financial Officer, the Head of Compliance and Data
Protection Officer attended meetings during the
year. All meetings were minuted by the Company
Secretary. The Committee Chair also held regular
individual meetings with the Chief Risk Officer, and
the Head of Compliance. Upon her resignation from
the Company, Catherine Barton left the Committee,
and Andy Pomfret joined the Committee with effect
from 25 November 2021. The Board were
comfortable that the make-up of the Committee
ensures that it is fully ableto fulfil its duties.
Activities of the Committeein 2021
During the year, the Committee addressed its
responsibilities by:
reviewing reports from the Chief Risk Officer
regarding risk management, including the
procedures and plan relating to the management
of risk across the Group
reviewing and approving the risk management
framework and risk appetite, the corporate risk
registers and the Group’s principal risks and
uncertainties
reviewing reports from the Head of Compliance
regarding compliance across the Company,
including progress against the Compliance
Monitoring Plan
approving the Company’sCompliance Manual
reviewing reports from the Companys Data
Protection Officer
confirming that the Chief Risk Officer, Head of
Compliance and Data Protection Officer had
fulfilled their obligations regardingtheir roles
confirming that Management had fulfilled their
obligations regarding the management of the
Company’s risks
reviewing regulatory correspondence
reviewing and recommending to the Board the
Company’s ORSA
reviewing the Committee’s terms of reference
and its Effectiveness Review
reviewing the annual Committee’s evaluation
responses and concluded that the Committee
was effective
confirming that the Committee had sufficient
resources to enable it to complete its
responsibilities
On behalf of the Risk Committee
IAN CLARK
Chair of the Risk Committee
21 March 2022
The Committee further advises the Board on the
Companys overall risk appetite, tolerance and
strategy, and oversees and advises the Board on the
current risk exposures and risk breaches of and by
the Company and its risk strategy. In addition to this,
the Committee is responsible for the appointment
and removal of the Group’s Chief Risk Officer, and
reviewing their reports and Management’s
responses to the findings and recommendations.
Internal Controls – these are in place and are
designed to manage the risks that the Company
faces, rather than to eliminate the risk of failure to
achieve business objectives. The Risk Committee
reviews the effectiveness of the Group’s system of
internal controls and ensures timely action is taken
by management to address matters arising from the
risk and compliance assessments.
Principle Risks and Uncertainties – details of the
Group’s principal risks and uncertainties are set out
on pages 19 to 26 together with information about
the management and mitigation of such risks.
Compliance – this includes the appointment and
removal of the Company’s Head of Compliance,
reviewing the Group’s compliance policies and
procedures to ensure that the Group complies with
relevant regulatory and legal requirements, including
the arrangements in place for the reporting and
investigation of concerns and for ensuring fair
customer outcomes, reviewing reports from the
Head of Compliance and Management’s responses
to findings and recommendations, and monitoring
the progress and subsequent actions and findings
from the Company’s Annual Compliance
MonitoringPlan.
Data Protection – the appointment and removal of
the Company’s Data Protection Officer, review how
the Company meets its obligations under the Data
Protection Act, review all reports from the Data
Protection Officer and Managements responses to
the findings and recommendations.
Risk Committee Report
continued
Sabre’s approach to data protection
Sabre has a GDPR oversight Committee which
is chaired by our Data Protection Officer, and
meets regularly to review GDPR compliance.
The meeting is attended by representatives of all
areas of the business, including Compliance and
Risk. The standing agenda for the meeting
ensures that all breaches are reviewed,
emerging risks considered and any follow
through training required is identified.
Our employees are trained, at least annually, on
data protection legislationand the Companys
requirements when handling data. This includes
online training courses, which include a marked
assessment on completion to ensure
understanding. Additional ad-hoc training is
provided to update on any specific changes or
points of interest. Reporting of data protection
risks are initially reported to our Data Protection
Officer who reports to Ian Clark,Chair of the
Risk Committee.
S
abre Insurance Group plc Annual Report and Accounts 2021
58
Strategic Report Governance Financials
The Nomination and Governance
Committee (the ‘Committee’)
All of the Non-executive Directors of the Company
sit on the Committee. They are all free of any
relationship that would affect their impartiality in
carrying out their responsibilities and were
independent as required under Provision 17 of the
UK Corporate Governance Code (the ‘Code’). The
Committee is chaired by the Company Chair, Andy
Pomfret, unless there is a conflict of interest.
The Chief Executive Officer and Company Secretary
may also be invited to attend meetings, unless this
presents a conflict of interest. The Committee Chair
meets regularly with the Chief Executive Officer
outside of the Committee meetings, and is available
to answer shareholder questions at the Company’s
Annual General Meeting.
The Chair of the Committee reports to subsequent
meetings of the Board and the Company Secretary
acts as the Secretary to the Committee. Annually
the Committee reviews its effectiveness.
Roles and Responsibilities
The Committee has a planned cycle of activities,
managed through a schedule of matters, to ensure
that it addresses its responsibilities in the current
financial year. The terms of reference of the
Committee canbe found on the Company’s
website at www.sabreplc.co.uk/about-us/
corporate-governance and are reviewed by the
Committee on an annual basis. The Committee
meets at least twice a year, inline with its terms of
reference, and as and when required.
The Committee leads the process for:
reviewing the size, structure and composition of
the Board
overseeing succession planning for the Directors
and other senior executives, taking into account
the challenges and opportunities facing the
Group, and the skills and expertise needed on the
Board in the future
reviewing the leadership needs of the
organisation, both executive and non-executive,
with a view to ensuring the continued ability of
the organisation to compete effectively in the
marketplace
reviewing the Group’s policy on diversity, setting
measurable objectives for board diversity and
preparing a policy on how to promote board
diversity
identifying, evaluating and recommending
candidates to join the Board
appointing the Group’s Senior Independent
Director
making recommendations to the Board regarding
the make-up of the Group’s Committees
making recommendations regarding the election
and re-election of the Directors by shareholders
Diversity
The Committee recognises the importance of
diversity, and has ensured that the Company has
and maintains a Diversity Policy, however, when
recruiting, the Committee ensures that Board
appointments are based on merit regardless
ofgender, social and ethnic backgrounds.
ANDY POMFRET
Nomination and Governance
Committee Chair
Committee meetings in 2021
JAN FEB MAR APR MAY JUN
JUL AUG SEP OCT NOV DEC
Committee Members Date of Appointment Attendance
Andy Pomfret (Chair) February 2018
3/3
Catherine Barton
(left with effect from 26November 2021)
October 2017
3/3
Ian Clark September 2017
3/3
Karen Geary December 2020
3/3
Michael Koller September 2020
3/3
Rebecca Shelley October 2017
3/3
Nomination and
Governance
Committee
Report
COMMITTEE MEMBERS
The membership as at the date of thisreport together with
such members’ appointment dates and attendance record
for the year ended 31December 2021 are set outbelow:
S
abre Insurance Group plc Annual Report and Accounts 2021
59
Strategic Report Governance Financials
2021 and the Committee
The Committee was in place throughout the financial
year ended 31 December 2021, and met three times.
During the year, all Committee members attended all
of the meetings held during their period of
appointment to the Committee The Chief Executive
Officer, attended partially or fully at all of the
Committees meetings, and the Company Secretary,
attended and minuted each meeting. The Board
were comfortable that the make-up of the
Committee ensures that it is fully ableto fulfil its
duties. Upon her resignation from the Company,
Catherine Barton left the Committee.
Activities of the Committee in 2021
During the financial year ending 31 December 2021
the Committee:
approved the Nomination Committee Report
in the Annual Report for the year ended 31
December 2020
reviewed and recommended the election
of Directors at the Company’s 2021 Annual
General Meeting
reviewed the ongoing professional development
of Committee members and the induction of
new Directors
discussed the balance of skills and experience on
the Board and considered if any changes were
necessary
reviewed the talent development and succession
plans for the Executive Directors and senior
managers
reviewed and approved the Committee’s terms
of reference and schedule of matters
reviewed the annual Committees evaluation
responses and concluded that the Committee
was effective
confirmed that the Committee had sufficient
resources to enable it to complete its
responsibilities
discussed environmental, social and governance
issues faced by the Company, including diversity
initiated the search for a new Non-executive
Director, following the resignation of
Catherine Barton
Nomination and
Governance Committee
Report continued
On behalf of the Nomination and Governance
Committee
ANDY POMFRET
Chair of the Nomination and Governance
Committee
21 March 2022
S
abre Insurance Group plc Annual Report and Accounts 2021
60
Strategic Report Governance Financials
On behalf of the Board, I am pleased to present to
you the Remuneration Committee’s Report for the
year ended 31 December 2021. Against the
continually challenging background of the COVID-19
pandemic, Sabre’s Executive Team have delivered
on the Group’s strategy, generating a credible
underwriting result whilst ensuring a solid
foundation for future profitable growth as the
impacts of COVID-19 subside and the challenging
market dynamics outlined in this report begin to
stabilise. Since the outset of the pandemic and up
to the time of writing this report, the Company did
not receive any government assistance or furlough
any employees. Furthermore, the Company
maintained itsdividend payments, in line with
shareholderexpectations.
This report has been prepared in accordance with
the Directors’ Remuneration Reporting Regulations
for UK incorporated companies set out in Schedule
8 of the Large and Medium Sized Companies and
Groups (Accounts and Reports) Regulations 2008
(asamended) and the principles of the UK Corporate
Governance Code.
The report is presented in the following sections:
Remuneration Committee Report and the
Remuneration Committee Chair’s Annual Statement
The Company’s Directors’ Remuneration Policy
(the ‘Policy’), which was approved by our
shareholders at the Company’s Annual General
Meeting in 2021
The Annual Report on Remuneration – this sets
out the remuneration outcomes for 2021, which is
subject to an advisory shareholder vote at the
2022 Annual General Meeting
The Remuneration Committee (the
‘Committee’)
The Committee’s role is to ensure that the
Executive Team is appropriately incentivised
todeliver reliable profitability and dividends from its
specialist higher margin insurance business, and
sustainable growth to shareholders over the long
term. The Committee has supported this objective
by structuring and deploying remuneration in a
cost-effective manner, embedding a clear link
between pay and performance in the Group’s
remuneration framework.
The Committee comprises at least three Non-
executive Directors of the Company, all ofwhom
are considered to be free of any relationship that
would affect their impartiality in carrying out their
responsibilities and are independent as required
under provision 17 of the UK Corporate Governance
Code (the ‘Code’). Members of the Committee are
appointed by the Board, on the recommendation of
the Nomination and Governance Committee and
the Chair of the Committee. Members of the
Committee do not have any personal interests in the
topics discussed at the Committee, except as
shareholders in the Company. No Director is
involved in the decisions setting their
ownremuneration.
The Company Chair and the Chief Executive Officer
are invited to attend meetings, unless they have a
conflict of interest, for example the discussion of
their own remuneration. In addition, the Company
Secretary may be invited to attend part or all of the
Committee meetings, providing there is no conflict
of interest. Other relevant people from the
Company may also be invited to attend all or part of
a meeting to provide deeper insight into the
Company and its issues. The Committee Chair
meets regularly with the Chief Executive Officer
and the Company Secretary outside of the
Committee meetings, and is available to
shareholders to answer their questions at the
Companys Annual General Meeting. The Chair of
the Committee reports to subsequent meetings of
the Board, and the Company Secretary acts as
Secretary to the Committee. Annually, the
Committee reviews its effectiveness.
REBECCA SHELLEY
Remuneration Committee Chair
Committee meetings in 2021
JAN FEB MAR APR MAY JUN
JUL AUG SEP OCT NOV DEC
Committee Members Date of Appointment Attendance
Rebecca Shelley (Chair) October 2017
4/4
Michael Koller September 2020
4/4
Karen Geary December 2020
4/4
Ian Clark
(left the Committee with effect from 1 April 2021)
October 2017
2/2
Remuneration
Committee
Report
COMMITTEE MEMBERS
The membership as at the date of thisreport together with
such members’ appointment dates and attendance record
for the year ended 31 December 2021are set out below:
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61
Strategic Report Governance Financials
The total fees paid to Deloitte in relation to the
remuneration advice provided to the Committee
during the year were £48,750 excluding VAT (2020:
£106,300). Fees were charged on a time and
materials basis. During the year, the wider Deloitte
firm also provided corporate tax advisory services to
the Group, and the fees paid for this work are not
included in these totals.
2021 and the Committee
The Committee was in place throughout the
financial year ended 31 December 2021, and was
chaired by Rebecca Shelley. Ian Clark left the
Committee in early 2021, and there were no further
changes to the Committee’s composition during the
year. Further information on this can be found in the
Governance Report on pages 50 to 53. The Board is
comfortable that the make-up of the Committee
ensures that it is fully able to fulfil its duties.
During the financial year ending 31 December 2021,
all Committee members attended all of the
meetings held. The Chief Executive Officer and the
Company Secretary either partially or fully attended
all of the Committee meetings. All meetings were
minuted by the Company Secretary.
The Committee held four meetings during the
financial year ending 31 December 2021. The
Committee Chair also held regular individual
meetings with the Chief Executive Officer and
theCompany Secretary, and engaged with the
Company’s largest shareholders to discuss
proposals for the new Directors’ Remuneration
Policy.
During 2021, the Committee considered its
effectiveness during the year and confirmed that
the Committee continued to perform effectively,
and had access to sufficient resources to enable it
to complete its responsibilities.
Activities of the Committee in 2021
During the year, the Committee addressed its
responsibilities by:
reviewing and approving the 2021 Remuneration
Policy, including consulting with major
shareholders on remuneration proposals
approving the prior year Directors’ Remuneration
Report, and reviewing shareholder comments and
feedback on the report
reviewing and approving the payment of bonuses
under the 2020 Short Term Incentive Plan,
including approving 50% of the vested award
being deferred to the Company’s Deferred Bonus
Plan
setting the award levels and the financial,
non-financial and individual performance
conditions for the awards made under the 2021
Short Term Incentive Plan, and ensuring that they
contained objectives relating to ESG
setting the grant levels and financial performance
conditions for the awards under the 2021 Long
Term Incentive Plan
reviewing and approving the salaries of the
Executive Team
reviewing remuneration across the business to
ensure that arrangements continue to align with
our strategy and our key principles around
remuneration
reviewing and approving the feesof the Chair
reviewing the Company’s Save As You Earn and
Share Incentive Plan employee contribution levels
approving the Company’s Save As You Earn 2021
grant
reviewing and approving the Committee’s terms
of reference
reviewing and publishing the Companys Gender
Pay Gap Report
reducing the Executive Directors’ pensions to
7.5%, in line with the average employee pension
contribution
considering the impact of COVID-19 on
remuneration-related decisions, including whether
or not the Committee should exercise its
discretion when determining incentive outcomes
Implementation of a new Directors’
Remuneration Policy
We were pleased that shareholders supported the
new Remuneration Policy, with over 94% voting in
favour at the Company’s Annual General Meeting in
May 2021. It is the intention of the Committee that
this Policy remains in force for three years from 1
January 2021. The Policy can be found on pages 64
to 70, and was in operation for the LTIP and STIP
awards made and granted in 2021.
Executive remuneration in 2021
The Group has a well-defined strategy, whereby the
profitability of business written is prioritised under
all market conditions. During 2021, the motor
insurance market continued to be a highly
competitive environment, with some of the
disruptions caused by the COVID-19 lockdowns
persisting. Market-wide premium increases
continued to lag claims inflation, with price
discounts evident among our competitors to reflect
lower traffic and claim volumes across the market.
The Company also saw some heavy discounting in
anticipation of the FCAs Pricing Reforms. Under
these conditions, our strategy remained to maintain
pricing discipline in order to protect long-term
profitability, and therefore sacrifice short-term
volumes. Despite these pressures, Sabre achieved
a premium level of 2.3% below the prior year, while
keeping the combined operating ratio on business
written within our preferred range of 70% to 80%.
During 2021, and up to the time of writing this
report, the Company did not receive any
government assistance or furlough any employees.
The Remuneration Committee discussed and
approved the remuneration outcomes in respect of
2021 shortly after the year end, and made no
amendments to the performance conditions for the
annual bonus award or the outstanding LTIP awards.
Following the implementation of the Companys
new Remuneration Policy at the 2021 Annual
General Meeting, the annual bonus for 2021 was
based on a profit pool, of 2% of Profit Before Tax
(‘PBT’), subject to the achievement of a minimum
level of £35m PBT being achieved. The PBT for the
year ending 31 December 2021 was £37.2m, and
therefore the profit pool available for distribution to
Roles and responsibilities
The Committee, in line with its terms of reference,
meets at least twice a year, and as and when
required. The terms of reference of the
Committeecan be found on the Company’s
website www.sabreplc.co.uk/about-us/
corporate-governance and are reviewed by the
Committee on an annual basis. The Committee has
a planned cycle of activities, managed through a
schedule of matters, to ensure that it addresses its
responsibilities in each financial year.
The Board has delegated to the Committee
responsibility for ensuring that the Executive Team is
appropriately incentivised to deliver sustainable
growth to shareholders over the long term. The
Committee supports this objective by structuring and
deploying remuneration in a cost-effective manner,
embedding a clear link between pay and
performance in the Group’s remuneration framework.
The Committee is responsible for setting the
Remuneration Policy for the Executive Directors, the
Executive Team and the Company’s Chair, including
pension rights and any compensation payments. It is
also responsible for reviewing all share incentive
plans and setting and approving the achievement of
their performance conditions, as well as reviewing all
employee pay arrangements periodically. The fees of
the Non-executive Directors are approved by the
Company Chair and the Executive Directors.
Committee advisers
Throughout the financial year ending 31 December
2021, the Committee was advised by Deloitte LLP
(‘Deloitte’). Advisers from Deloitte may attend the
Committee meetings as appropriate, and provide
advice on executive remuneration, best practice and
market updates. Annually the Committee evaluates
the support provided by its advisers. During the year
the Committee reviewed the performance of
Deloitte, who were subsequently reappointed to
advise the Committee for a further year. Deloitte is
a founding member of the Remuneration
Consultants Group and voluntarily operates under
their Code of Conduct in relation to executive
remuneration consulting in the UK. As such, the
Committee is satisfied that the advice provided by
Deloitte is independent and objective.
Remuneration Committee
Report continued
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Wider considerations regarding reward
When considering the remuneration arrangements
for the Executive Directors, the Committee
continues to take into account remuneration
throughout the Group, and regularly examines the
average employee salary, pension and share plan
contributions. The Committee is aware of the
importance of having an engaged and motivated
workforce. To support this, the Committee
continues to operate a Save As You Earn (‘SAYE’)
Plan where employees can make a monthly
contribution of up to £500, and a Share Incentive
Plan (‘SIP’) where for every three shares an
employee purchases, the Company matches with
one free share. It is the Committee’s intention that
both the SAYE Plan and SIP will remain in place for
the financial year ending 31 December 2022.
Whilst the Group currently has fewer than 250
employees and so is not required to submit a formal
statement on its gender pay gap, our intention is to
be transparent. As such, the Committee agreed in
2019 to release the Company’s Gender Pay Gap
Report. The Committee ensures that the report is
updated annually, and it is available on the
Companys website https://www.sabreplc.co.uk/
about-us/corporate-governance.
Statement of shareholder voting
The following table shows the results of shareholder voting relating to the approval of the Remuneration
Policy and the approval of the Remuneration Report at the 2021 Annual General Meeting.
2021 Annual General Meeting resolution to approve the Directors’ Remuneration Policy
Total number
of votes % of votes cast
For (including discretionary) 200,920,076 94.75
Against 11,14 0,79 0 5.25
Total votes cast (excluding withheld votes) 212,060,866 100
Votes withheld 7,93 0,125 n/a
Total votes cast (including withheld votes) 219,990,991 n/a
2021 Annual General Meeting resolution to approve the Directors’ Remuneration Report
Total number
of votes % of votes cast
For (including discretionary) 218,352,124 99.26
Against 1,635,213 0.74
Total votes cast (excluding withheld votes) 219,987, 3 37 100
Votes withheld 3,654 n/a
Total votes cast (including withheld votes) 219,990,991 n/a
Shareholder engagement
Sabre and the Remuneration Committee greatly appreciated the feedback provided throughout the
Remuneration Policy review process, and are committed to maintaining an ongoing dialogue with
shareholders on issues of remuneration to ensure an open and transparent dialogue. We continue to
welcome any feedback you may have, via the Company Secretary, who can be contacted at anneka.
kingan@sabre.co.uk
I look forward to your support on the resolutions
relating to remuneration at the Company’s Annual
General Meeting in May 2022.
On behalf of the Remuneration Committee
REBECCA SHELLEY
Chair of the Remuneration Committee
21 March 2022
Sabre’s Executive Directors and other senior
managers for the year was £0.744m. In addition to
the financial performance conditions linked to PBT,
the awards were subject to additional Group-wide
objectives and individual performance objectives.
The Chief Executive Officer and Chief Financial
Officer both delivered strong performances against
their individual and the Company’s strategic
objectives. The Committee was able to review
extensive evidence of delivery across these
combined objectives. In addition to this resilient
performance, the Company did not furlough any
employees, nor take government support, and
maintained the dividend payout ratio in line with
expectations. As such, the Committee was satisfied
that the annual bonus outcomes, as a percentage of
the maximum bonus opportunity for the Chief
Executive Officer and Chief Financial Officer,
respectively was 33.9% and 29%. Further details
on bonus outcomes can be found pages 72 to 74.
Performance under the 2019 Long Term Incentive
Plan (‘LTIP’) was measured against Relative TSR
(50% weighting) and EPS growth targets (50%
weighting) over a three-year period. Performance
against the TSR and EPS targets was below
threshold and no payment will be made against
either element of the LTIP, and therefore the LTIP
awards will vest at 0%. Further information on the
2019 LTIP can be found on page 75.
Overall, the Committee considered that the
outcomes under the 2021 STIP and the 2019 LTIP
are a fair reflection of the overall performance of the
Company and the Executive Directors, and are
considered appropriate in the context of the broader
stakeholder experience. As such the Committee
has determined that no discretionary adjustments
were required. The Committee is satisfied that the
Policy operated as intended during the financial
year, and did not exercise discretion in respect of
the Policy or its operation during the year. Further
details and the performance conditions for the
awards made under the Company’s LTIP and STIP
can be found on pages 72 and 75.
Remuneration Committee
Report continued
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The Directors’ Remuneration Policy (the
‘Policy’)
The Executive Directors’ remuneration consists of
five main components: a base salary, benefits,
employer pension contributions, a performance-
related annual bonus (Short Term Incentive Plan
(‘STIP’) and Restricted Share Awards made under
the Company’s Long Term Incentive Plan (‘LTIP).
Directors are also entitled to participate in both the
all-employee share plans on the same basis as other
Group employees. Detail in relation to each of these
elements is set out in the Policy Table on pages 64
to 67.
Directors’
Remuneration Policy
In designing the Companys Remuneration Policy,
the Committee has been guided by the three
following principles:
1 Cost-effectiveness
Sabre intends to pay no more than is necessary to
attract, retain and incentivise high-calibre
management, whilst also aligning the interests of
employees with those of shareholders and, where
appropriate, other key stakeholders.
2 Pay for performance
Performance-related pay will, potentially, make up a
significant proportion of the Executive Directors’
remuneration packages and will be assessed based
on stretching targets.
3 Long-term alignment
There will be an appropriate balance of remuneration
to the delivery of longer-term performance targets.
In determining the Company’s Remuneration Policy,
the Committee has taken into account the relevant
regulatory and governance principles.
UK Corporate Governance Code
The following table summarises how, in designing the Companys Remuneration Policy and its implementation in 2021, the Committee has addressed the
principles set out in Provision 40 of the UK Corporate Governance Code.
Principle How the Committee has addressed this
Clarity
Remuneration arrangements should be transparent
and promote effective engagement with shareholders
and the workforce.
The Committee is committed to providing clear and transparent disclosure of Sabre’s executive remuneration
arrangements. As part of the Remuneration Policy review undertaken in 2020 and 2021, we consulted extensively
with shareholders in order to ensure their feedback was fully considered. Furthermore, Ian Clark is the designated
Non-executive Director for workforce engagement and actively engages with employees, and feeds back to the
Committee and the Board on his meetings in order to provide insight on employees’ views.
Simplicity
Remuneration structures should avoid complexity and
their rationale and operation should be easy to
understand.
In designing the remuneration framework, the Committee sought to avoid complexity by ensuring compensation
arrangements are straightforward and easily understood.
Our remuneration framework comprises fixed pay, an annual bonus and a LTIP and is well understood by both
participants and our key stakeholders.
Risk
Remuneration arrangements should ensure
reputational and other risks from excessive rewards,
and behavioural risks that can arisefrom target-based
incentive plans, are identified and mitigated.
The Committee is satisfied that the remuneration structure does not encourage excessive risk taking and incorporates
a number of features that align remuneration outcomes with risk. These include deferral under the bonus plan, the
two-year post-vesting holding periods under the LTIP and personal shareholding guidelines that apply both in-
employment and post-employment. Furthermore, the Committee has the discretion to reduce variable pay outcomes
where appropriate, and malus and clawback provisions apply to both the annual bonus and LTIP awards.
Predictability
The range of possible values of rewards to individual
Directors and any other limits or discretions should be
identified and explained at the time of approving the
policy.
The Remuneration Policy outlines the threshold, target and maximum levels of pay that Executive Directors can earn
in any given year over the three-year life of the approved Remuneration Policy. Actual incentive outcomes will vary
depending upon the level of achievement against specific performance measures and underpins.
Proportionality
The link between individual awards, the delivery of
strategy and the long-term performance of the
Company should be clear. Outcomes should not
reward poor performance.
The Committee is comfortable that the Remuneration Policy does not reward poor performance and that the range of
potential payouts are appropriate and reasonable. The Committee has discretion to adjust incentive outcomes where
they are not considered to appropriately reflect underlying performance. Furthermore, payments made under the
incentive plans are subject to the achievement of performance measures and underpins which are directly linked to
the Group’s strategy and KPIs.
Alignment of culture
Incentive schemes should drive behaviours that are
consistent with Company purpose, values and
strategy.
The performance measures for the annual bonus and the award of Restricted Share Awards are directly linked to the
Group’s strategy, objectives and values.
S
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Policy table
Salary
To attract, incentivise and retain Executive Directors of a high calibre, and to reflect their responsibilities
and experience.
Operation Maximum opportunity Performance measures
Base salaries will be reviewed at least annually,
taking into account the scope and requirements
of the role, the performance and experience of
the Executive Director and the individual’s total
remuneration package.
Account will also be taken of remuneration
arrangements at Sabre’s peer companies (and
other companies of an equivalent size and
complexity), for other Group employees, and
the impact of any base salary increases on the
total remuneration package.
Any salary increases are normally effective from
1 April, each year, in line with the broader
workforce.
The Committee has decided not to set
an overall maximum monetary
opportunity or increase. However, the
Committee intends that Executive
Directors’ salary increases will normally
be in line with salary increases offered to
the wider employee population.
There are however specific
circumstances in which the Committee
could award increases outside this range
which may include:
a change in the Executive Director’s
role and/or responsibilities
performance and/or development in
role of the Executive Director
a significant change in the Group’s
size, composition and/or complexity
a significant change in market practice
Where an Executive Director has been
appointed to the Board at a below-
market starting salary, larger increases
may be awarded as their experience
develops, if the Committee considers
such increases to be appropriate.
n/a
2021 Directors’ Remuneration Policy
Sabre Insurance Groups Directors’ Remuneration
Policy as set out in this report (the ‘2021 Directors’
Remuneration Policy’) was approved by shareholders
at the Company’s Annual General Meeting on 14
May 2021, with a vote of 94.75% in favour. The
Committee intended the policy to be simple and
clear, linking the Company’s strategy and
performance with the Directors’ remuneration,
reflecting the insurance industry’s cyclical nature, and
is compliant with corporate governance best practice.
The Remuneration Policy was developed taking into
account the Committees requirements that it:
be simpler and more transparent
reward performance against a balanced mix of
financial and non-financial performance metrics,
which reflect the interests of all stakeholders
reflect that, although the business is cyclical in
nature, the focus of the Executive Team is to
protect the dividend and to deliver attractive
returns to shareholders. We consider that a
Remuneration Policy that offers a narrower, but
more predictable, range of performance and
reward outcomes would be more aligned to
Sabre’s positioning as an ‘income stock
more closely align the remuneration of the
Executive Team with the business’s profit
generation at different parts of the insurance cycle,
rather than achievement against the annual budget
encourages long-term share ownership and aligns
with the creation of shareholder value
mitigates risk by ensuring the Committee has the
ability to apply discretion to ensure that the award
levels are appropriate, and that the Committee has
the ability to apply clawback and/or malus if required
comply with corporate governance best practice
Directors’ Remuneration
Policy continued
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Strategic Report Governance Financials
Short Term Incentive Plan (‘STIP’) – Annual Bonus and Deferred Bonus Plan (‘DBP’)
To incentivise and reward the delivery of annual corporate and/or individual financial and non-financial
targets, and to align the interests of Executive Directors with shareholders through the deferral of a portion
of the bonus into shares.
Operation
Maximum
opportunity Performance measures
The Committee will use a bonus pool for each
financial year of the Company.
Annual bonus outcomes will be determined by
the Committee after the end of each financial
year.
In exceptional circumstances the Committee may
use its discretion to adjust the formulaic outcome
of the performance targets to reflect corporate and
individual performance during the year.
The Committee may defer a proportion of any
bonus award (no more than 50%) into a share
award under the DBP. DBP awards will normally
vest on the second anniversary of grant (or such
other date as the Committee determines on
grant).
Malus and clawback provisions will apply (see
page 68)
The maximum
bonus opportunity
for Executive
Directors is 150%
of base salary.
Use of a bonus pool funding approach. The
bonus pool will be calculated as a percentage of
Profit Before Tax (‘PBT’), subject to a minimum
level of PBT being achieved. The size of the pool
will be capped at 2% of PBT in any financial
year.
70% of the bonus to be based on financial
objectives, with 30% based on non-financial
objectives.
Long Term Incentive Plan (‘LTIP’) – Restricted Share Awards (‘RSA’)
To incentivise and reward delivery of the Group’s longer-term strategic objectives for the business and
ensure alignment with shareholders.
Operation
Maximum
opportunity Performance measures
Awards are structured as conditional rights or
nil-cost awards or nil-cost options, to receive free
shares on vesting.
Shares will normally vest after three years, subject
to continued employment and the Remuneration
Committees assessment, with an additional
two-year holding period, meaning that shares are
not released until five years from award grant.
If the Company does not meet one or more of
the underpins at the date of vesting, then the
Committee would review whether or not it was
appropriate to reduce the number of shares that
vest under the award.
The Committee’s general discretion to adjust
vesting levels, depending on performance and
unforeseen circumstances, and any other
appropriate reason will also apply.
Dividend equivalents in respect of the value of
dividends which would have been received
during the vesting period and any holding period
may be paid in shares or in cash in respect of the
number of shares which vest.
Malus and clawback provisions will apply (see
page 68).
The maximum
awards are 75% of
base salary for the
Chief Executive
Officer and 60% of
base salary for the
Chief Financial
Officer.
Restricted Share Awards are subject to one or
more underpins over a period of three financial
years commencing with the year in which the
awards are granted. These underpins are
designed to ensure that an acceptable threshold
level of performance is achieved and that
vesting is therefore warranted.
The underpins applying to each award will be
determined by the Committee each year and the
Committee may use different performance
underpins for each award, if deemed
appropriate. Underpins will be set taking into
account the business strategy and to ensure
that failure is not rewarded. Underpins may
include financial measures such as the
maintaining of a minimal Solvency ratio or a
capital return measure. Non-financial measures
may also be used, including those related to risk
or regulatory matters.
Vesting of awards will also be subject to
overarching Committee discretion.
Benefits
To provide a benefits package to recruit and retain Executive Directors of a high calibre and to promote the
wellbeing and health of the Directors, enabling them to focus on the Company.
Operation Maximum opportunity Performance measures
The Committee’s policy is to provide Executive
Directors with competitive levels of benefits,
taking into consideration the benefits provided to
Sabre’s employees and the external market.
Benefits currently include (but are not limited to)
life insurance and private medical insurance.
If an Executive Director is required to relocate as
a result of his/her duties the Company may
provide the Executive Director with additional
benefits such as assistance with relocation,
travel, accommodation or education allowances
or professional tax advice, along with any
associated tax liabilities.
As the costs of benefits are dependent
on the Executive Director’s individual
circumstances, the Committee has not
set a maximum monetary value.
However, in approving the benefits
paid, the Committee will ensure that
they do not exceed a level which is, in
the Committees opinion, appropriate
given the Executive Director’s particular
circumstances.
n/a
Pension
To provide a pension package for the Executive Directors.
Operation Maximum opportunity Performance measures
The Group may make employer pension
contributions to a registered pension plan (or
such other arrangement the Committee
considers has the same economic effect) set up
for the benefit of each of the Executive Directors.
Alternatively, an Executive Director may be
awarded some/all of the contribution as an
equivalent cash allowance in lieu of pension
contributions.
For incumbent Executive Directors,
pension contribution levels will not
exceed 17% of an individual’s salary,
less Employer National Insurance
Contribution in 2021.
From 1 January 2022, the maximum
pension contribution for incumbent
Executive Directors will be aligned with
the average employee company
pension contribution (currently 7.5% of
salary).
For any new Executive Director
appointments, the maximum pension
contribution will be aligned with the
average employee company pension
contribution (currently 7.5% ofsalary).
n/a
Directors’ Remuneration
Policy continued
S
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66
Strategic Report Governance Financials
All Employee Share Plans
To align the Executive Directors with the wider workforce.
Operation
Maximum
opportunity Performance measures
Executive Directors are eligible to participate in
any all-employee share plans in place, which are
operated in line with HMRC requirements.
These are currently a share acquisition and free
share plan, known as the UK Share Incentive
Plan (‘SIP), and a savings-related share option
plan, known as the Save As You Earn (‘SAYE’)
Plan.
Participation in the
Group’s all-
employee share
plans will be
subject to any
applicable
maximum limits as
set by HMRC.
n/a
Shareholding guidelines
To align the interests of the Executive Directors and shareholders to the success of the Company.
Operation
Maximum
opportunity Performance measures
The Executive Directors are expected to build
and maintain a shareholding equivalent to at least
200% of their base salary. This should be
achieved within a reasonable timeframe from the
adoption of this Policy or their appointment.
Shares which may be used to satisfy this
requirement include all beneficially-owned
shares and vested share awards subject to a
holding period.
To support the implementation of this measure,
Executive Directors are required to retain 50% of
any share awards vesting (after settling any tax
liability) until the 200% requirement is met.
Post-cessation of employment, the Executive
Directors are expected to maintain a minimum
shareholding of 200% (or their actual
shareholding if lower) for a period of two years.
This arrangement will be administered through a
nominee account.
The post-employment guideline applies to shares
from incentive awards that have been granted
from the date of the adoption of this Policy.
n/a n/a
Directors’ Remuneration
Policy continued
Prior arrangements
The Board reserves the right to make any
remuneration payments and/or payments for loss of
office (including exercising any discretions available
to it in connection with such payments)
notwithstanding that they are not in line with the
Policy set out on the prior pages where the terms of
the payment were agreed (i) before the Policy came
into effect; or (ii) at a time when the relevant
individual was not a Director of the Group and, in
the opinion of the Committee, the payment was not
in consideration for the individual becoming a
Director of the Group. For these purposes
‘payments’ includes the Committee satisfying
awards of variable remuneration and, in relation to
an award over shares, the terms of the payment are
‘agreed’ at the time the award is granted.
Selection of performance conditions
For the Short Term Incentive Plan (‘STIP’), the
Committee believes that a mix of financial and
non-financial targets is most appropriate. Strategic
and personal objectives may be included where
appropriate to ensure delivery of key business
milestones. Targets are set by the Committee taking
into account internal and external forecasts.
For the Long Term Incentive Plan (‘LTIP’), under
which it is proposed to grant awards of restricted
shares, awards will be subject to performance
underpins. The underpins selected by the
Committee will be based on measures considered
to be most reflective of the overall financial stability
and performance of the Company, and therefore
aligned with shareholder value creation.
Non-executive Directors’ Fees
To attract Non-executive Directors of an appropriate calibre and with sufficient experience to ensure the
effective management of the Company.
Operation
Maximum
opportunity Performance measures
Fee levels will normally be reviewed (though not
necessarily increased) annually. Fees will be set
with reference to the time commitment and
responsibilities of the position, and any
increases reflective of any increases given to
the wider employee population.
Additional fees may be paid for additional
responsibilities (such as chairing a Board
Committee, membership of a Committee, or
acting as the Senior Independent Director), or for
an increased time commitment during the year.
Each Non-executive Director will be entitled to
be reimbursed for all reasonable costs incurred
in the course of his/her duties, including travel
and accommodation expenditure, along with
any related tax liabilities.
The fee for the Chair will be determined by the
Committee.
Fees for Non-executive Directors will be
determined by the Chair and the Executive
Directors.
Total fees will not exceed the limit set out in the
Company’s Articles of Association.
There is no
prescribed
maximum fee or
annual increase.
n/a
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Terms common to the DBP and LTIP
Awards under the DBP and LTIP may:
be granted as conditional share awards or nil-cost
options or in such other form that the Committee
determines has the same economic effect
have any performance conditions applicable to
them amended or substituted by the Committee
if an event occurs which causes the Committee
to determine an amended or substituted
performance condition would be more appropriate
and not materially less difficult to satisfy
incorporate the right to receive an amount (in cash
or additional shares) equal to the value of
dividends which would have been paid on the
shares under an award that vests up to the time of
vesting (or, where the award is subject to a
holding period, the end of that holding period).
This amount may be calculated assuming that the
dividends have been reinvested in the Company’s
shares on a cumulative basis be settled in cash at
the Committee’s discretion be adjusted in the
event of any variation of the Company’s share
capital or any demerger, delisting, special dividend
or other event that may materially affect the
current or future value of the Companys shares
Directors’ Remuneration
Policy continued
Malus and clawback
Malus and clawback provisions apply to all awards
granted under the STIP and LTIP. These provisions
may be invoked at the Committee’s discretion at
any time prior to the third anniversary of the grant of
a cash bonus or DBP award, or to the fifth
anniversary of the grant of an LTIP award. In these
circumstances, the Committee may reduce or
impose additional conditions on an award or require
that the participant returns some or all of the value
acquired under the award.
The Committee has the discretion to invoke these
provisions where there has been:
a material misstatement of any Group members
audited accounts
a corporate failure
intervention from a regulator
an error in assessing the relevant performance
conditions or the information or assumptions on
which the award was granted or vested
misconduct on the part of the Executive Director
serious reputational damage to, or a material
failure of risk management by, a member or
business unit of the Group
Within the period beginning on:
in the case of LTIP awards, from the grant of the
award and ending on the fifth anniversary of the
date of grant
in the case of STIP (cash bonus and DBP awards),
the start of the financial year in respect of which
the award is granted and ending on the third
anniversary of the date of grant
The Board will retain the discretion to calculate the
amount to be recovered, including whether or not to
claw back such amount gross or net of any tax or
social security contributions applicable to the award.
Remuneration scenario charts
The charts below illustrate the potential remuneration for each of the Executive Directors, using a range of
assumptions, for the forthcoming year. The charts show the potential value of the current Executive
Directors’ remuneration under four scenarios: minimum, on-target, maximum and maximum plus share
price growth (which assumes a 50% increase in share price over the LTIP vesting period).
The following assumptions have been made in creating the charts below:
Pay scenario Basis of calculation
Minimum Fixed pay only consisting of salary, benefits and pension
On-target Fixed pay, plus the relevant mid performance payout from the bonus pool and Restricted Share Award
Maximum Fixed pay, plus the maximum performance payout from the bonus pool (capped at 150%) and
Restricted Share Award
Maximum plus
share price growth
Fixed pay, plus the maximum performance payout from the bonus pool (capped at 150%) and restricted
share awards plus share price growth of 50% over the Restricted Share Award vesting period
Chief Executive Officers remuneration package:
Minimum On-target Maximum Maximum + SP Minimum On-target Maximum Maximum + SP
2021 2022
Fixed (inc pension) Short Term Incentive Plans Long Term Incentive Plans
2,500
2,000
1,500
1,000
500
0
Chief Financial Officers remuneration package:
Minimum On-target Maximum Maximum + SP Minimum On-target Maximum Maximum + SP
2021 2022
Fixed (inc pension) Short Term Incentive Plans Long Term Incentive Plans
1,200
1,000
800
600
200
400
0
These graphs are for illustrative purposes. They include the LTIP grants in the form of Restricted Share
Awards, which will be made in 2022 but will not vest until 2025.
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Remuneration Policy for new Executive Directors
The Committee intends to set any new Executive
Director’s remuneration package in line with the Policy
outlined earlier in this section. In recognition of the
changes in the corporate governance environment,
the Committee will align the Company’s pension
contributions for any newly appointed Executive
Director with those of the average employee. For the
financial year ended 31 December 2020, the average
Company employee pension contribution was 7.5%,
and whilst this Policy is place, 7.5% is the maximum
pension contribution to be given to an Executive
Director, with effect 1 January 2022.
When determining the design of the total package in
a recruitment scenario, the Committee will consider
the size and scope of the role, the candidate’s skills
and experience and the market rate for such a
candidate, in addition to the importance of securing
the preferred candidate. In some circumstances, the
Board may be required to take into account common
remuneration practices in another country and, if
applicable, may consider awarding payments in
respect of relocation costs. In line with the Policy, in
relation to annual bonus and LTIP awards, maximum
variable remuneration will not exceed 225% for the
Chief Executive Officer and 210% for the Chief
Financial Officer as of a % of salary.
In the event that Sabre wishes to hire a candidate
with unvested long-term incentives accrued at a
previous employer, which would be forfeited on the
candidate leaving that company, the Committee
retains the discretion to grant awards with vesting
on a comparable basis to the likely vesting of the
previous employer’s award. The LTIP Rules have
been drafted to permit the grant of recruitment
awards on this basis to an individual (which will not
be counted towards the annual 75% LTIP limit and
which will be subject to such vesting schedules and
performance conditions (if any) as the Committee
may determine). If it is not possible or practical to
grant recruitment awards under the LTIP, the
Committee may rely on the provisions of Listing
Rule 9.4.2 to grant the awards. For internal
candidates, LTIP awards granted in respect of the
prior role would be allowed to vest according to their
original terms, or adjusted if appropriate to take into
account the appointment.
For the appointment of a new Chair or Non-executive
Director, the fee would be set in accordance with the
Policy. The length of service and notice periods
would be set at the discretion of the Committee,
taking into account market practice, corporate
governance considerations and the skills and
experience of the particular candidate at that time.
Service agreements and exit payment policy
In line with the UK Corporate Governance Code
Provision 18, all Directors are subject to re-election
annually at the Company’s Annual General Meeting.
Director Date of appointment Notice period
Geoff Carter 21/11/2017 12 months
Adam Westwood 21/11/2017 12 months
Andy Pomfret 28/02/2018 3 months
Ian Clark 04/10/2017* 3 months
Karen Geary 07/12/2020 3 months
Michael Koller 01/09/2020 3 months
Rebecca Shelley 04/10/2017 3 months
* Ian Clark was appointed to the Sabre Insurance Group plc
Board as a Non-executive Director upon its IPO, however had
been a Non-executive Director of Sabre Insurance Company
Limited since May 2014.
Shareholders may inspect the Executive Directors’
contracts or the Non-executive Directors’ letters of
appointment at the Company’s registered office,
and these contracts and letters of appointment are
also available for shareholders to review at the
Company’s Annual General Meeting.
Both Geoff Carter and Adam Westwood have
written service contracts with the Company with no
fixed end date, but which are terminable by either
the Company or the Executive Director on not less
than twelve months’ notice.
In the event notice is given to terminate an
Executive Director’s contract, the Company may
make a payment in lieu of notice equal to the value
of the Executive Directors salary for the notice
period. Any such payments may be made, at the
Committee’s discretion, as a lump sum or in
instalments, subject to mitigation by the Executive
Director. It is the Committee’s intention that the
service contracts for any new Executive Directors
will contain equivalent provisions. In the event that
Directors’ Remuneration
Policy continued
The extent to which unvested LTIP awards vest in
these circumstances will be determined by the
Committee, taking into account the extent to which
the relevant performance conditions or underpins
have, in its opinion, been satisfied (over the original
performance period, where the vesting of the award
is not being accelerated) and, unless the Committee
determines otherwise, the proportion of the
performance period that has elapsed at the time the
Executive Director leaves.
If an Executive Director leaves the Group holding
vested LTIP awards which are subject to a holding
period, these awards will normally be released at
the end of the original holding period, unless the
Committee allows the holding period to be
shortened. However, if the Executive Director is
dismissed for gross misconduct, all his or her LTIP
awards will lapse.
If an Executive Director dies, their DBP and LTIP
awards will normally vest (and be released from any
holding periods) as soon as reasonably practicable
after their death. The extent to which unvested LTIP
awards vest in these circumstances will be
determined by the Committee in the same way as
for other Good Leaver Reasons described above.
The Committee reserves the right to make any other
payments in connection with a Director’s cessation
of office or employment where the payments are
made in good faith in discharge of an existing legal
obligation (or by way of damages for breach of such
an obligation) or by way of settlement of any claim
arising in connection with the cessation of a
Director’s office or employment. Any such payments
may include but are not limited to paying any fees for
outplacement assistance and/or the Director’s legal
and/or professional advice fees in connection with
his cessation of office or employment.
an Executive Director leaves the Group, entitlement
they have to any variable pay will be determined in
accordance with the relevant incentive plan rules.
The Chair and each of the independent Non-executive
Directors have a notice period of three months and
may receive fees in respect of any notice period.
Short Term Incentive Plan (‘STIP’) – Annual
Bonus and Deferred Bonus Plan (‘DBP’)
Executive Directors will not have any automatic
entitlement to a bonus for the financial year in which
they leave the Group. Where an Executive Director
leaves the Group, as a result of their ill-health, injury,
disability or redundancy, or their employing
company or business is sold out of the Group, or in
such other circumstances as the Committee
determines (but excluding gross misconduct),
(known as ‘Good Leaver Reasons’), the Executive
Director will typically remain eligible for their annual
bonus award, which will normally be time pro-rated
to reflect the proportion of the financial year served.
Any such bonus may be paid out in such proportions
of cash and share awards as the Committee
considers appropriate. For other leavers, rights to
awards under the annual bonus will be forfeited.
Unvested DBP awards will normally lapse when an
Executive Director leaves the Group. However, if an
Executive Director’s departure is a Good Leaver
Reason, as set out above, their award will normally
vest on the original vesting date, although the
Committee has the discretion to allow awards to
vest earlier if the Committee considers it appropriate.
Long Term Incentive Plan (‘LTIP’) – Restricted
Share Awards
Unvested LTIP awards, including Restricted Share
Awards following the amendment of the plan rules
at the Annual General Meeting, will also normally
lapse when an Executive Director leaves the Group.
However, if the Executive Directors departure is as
a result of a Good Leaver Reason, their LTIP awards
will normally vest (and be released from any
applicable holding period) on the original timetable
set, although the Committee has the discretion to
accelerate the vesting and release of awards.
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Strategic Report Governance Financials
Change of control
In the event of a change of control of the Company,
LTIP and DBP awards will normally vest and be
released early. The proportion of any unvested LTIP
awards which vest will be determined by the
Committee, taking into account the extent to which
it determines that any performance conditions and
underpins have been satisfied at the time, and,
unless the Committee determines otherwise, the
proportion of the performance period that has
elapsed. DBP awards will normally vest in full.
Alternatively, the Board may permit an Executive
Director to exchange their awards for equivalent
awards of shares in a different company (including
the acquiring company). If the change of control is
an internal reorganisation of the Group or in other
circumstances where the Committee considers it
appropriate, Executive Directors may be required to
exchange their awards.
If other corporate events occur such as a winding-up
of the Company, demerger, delisting, special dividend
or other event which, in the opinion of the
Committee, may materially affect the current or
future value of the Company’s shares, the Committee
may determine that awards will vest and be released
on the same basis as for a change of control.
Consideration of shareholder views and
employment conditions
The Committee will consult with major shareholders
prior to any significant changes to the Policy and will
continue to value their views when deciding on
future executive remuneration strategy. In
developing and reviewing the Remuneration Policy,
the Committee was mindful of the views of the
Company’s shareholders and remuneration
arrangements for employees.
The Committee proactively sought feedback from
shareholders when developing the Policy, and seeks
feedback from shareholders when considering any
significant changes to remuneration for the
Executive Directors. The Committee took on board
the feedback received from shareholders during the
consultation regarding the new Remuneration Policy
for 2021, and modified the proposals in response to
the feedback received.
In setting the Policy, the Committee was led by the
same principles which determined all employee
remuneration: cost-effectiveness, pay for
performance and long-term alignment.
These principles evidence themselves in all
employee remuneration as follows:
Cost Effectiveness – As with the Directors, in
setting compensation across the Group, Sabre
intends to pay no more than is necessary to attract,
retain and incentivise high-calibre individuals, setting
remuneration competitively but not excessively
Pay for Performance – Many full-time Group
employees are eligible to participate in some form
of share-based incentive. Key individuals below
Board level have been invited to participate in the
LTIP, in order for there to be alignment between
senior management and the Executive Directors’
objectives
Long-term Alignment – In line with our
philosophy of encouraging our workforce to be
investors in the Group, all eligible employees were
offered an award of free shares under the Share
Incentive Plan (‘SIP’). The Company operates both
a Save As You Earn (‘SAYE’) Plan and a SIP to
further facilitate employee investment in the
Group and their long-term alignment
Although the Committee did not formally engage
with the workforce on the alignment of executive
remuneration with the wider company pay policy,
the Board engages with the workforce via the
designated Non-executive Director for workforce
engagement, Ian Clark, who appointed to represent
employee opinions at the Board. Ian leads on
ensuring effective engagement with the workforce
and regularly feeds back to the Committee and the
Board following his meetings with employees. This
process does not currently include an active
two-way dialogue with the workforce on executive
pay but the approach is being kept under review.
The Committee appreciates the importance of an
appropriate relationship between the remuneration
levels of the Executive Directors, the Executive
Team, managers and other employees withinthe
Group. As such, when reviewing and determining
pay for Executive Directors, the Committee takes
into account the level and structure of remuneration,
as well as salary budgets, for other employees in the
Group. Moreover, as a result of the implementation
of the all-employee share plans referred to above,
many of the Group’s employees are Sabre
shareholders and therefore have the opportunity to
express their views through the same means as any
other shareholder.
Directors’ Remuneration
Policy continued
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Strategic Report Governance Financials
This section of the Directors’ Remuneration Report
sets out the remuneration paid to Sabre’s Directors
in respect of the year ending 31December 2021.
In line with the Large and Medium-sized Companies
and Groups (Accounts and Reports) Regulations
2008 (as amended in 2013) the following parts of
the Annual Report on Directors’ Remuneration are
audited:
the single total figure of remuneration for each
Director, including pension entitlements, STIP and
LTIP outcomes for the financial year ended 31
December 2021
Share plan awards granted during the year ended
31 December 2021
Directors’ external appointments
Payments to past Directors and payments for loss
of office
Directors’ shareholdings and share interests
All other parts of the Annual Report on Directors’
Remuneration are unaudited.
Annual Report on
Directors’ Remuneration
Single figure of remuneration (audited)
The table below sets out the total remuneration received by Executive Directors and Non-executive Directors in respect of the financial year ended 31 December 2021.
£’000s
Salary/fees
Taxable
Benefits
1
Pension Total fixed pay
Short Term
Incentive
Plan
2
Long Term
Incentive
Plan
3,4
Other
5
Totalvariable
Pay
6
Total
Remuneration
7
2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020
Executive Directors
Geoff Carter 439 432 3 2 66 65 508 499 224 336 0 281 1 1 225 618 733 1,117
Adam Westwood 258 254 2 1 22 20 282 275 113 198 0 127 0 1 113 326 395 601
Executive Director Total 697 686 5 3 88 85 790 774 337 534 0 408 1 2 338 944 1,128 1,718
Non-executive Directors
Andrew Pomfret 150 97
8
150 97 150 97
Catherine Barton
9
70 70 70 70 70 70
Ian Clark
10
73 71 73 71 73 71
Karen Geary
11
60 4 60 4 60 4
Michael Koller
12
60 20 60 20 60 20
Rebecca Shelley
13
80 73 80 73 80 73
Non-executive Director Total 493 335 493 335 493 335
Total 1,19 0 1,021 5 3 88 85 1,283 1,209 337 534 0 396 1 2 338 944 1,621 2,153
1 Taxable benefits include private medical insurance and payment in lieu of holiday not taken.
2 Awards made under the STIP are paid for performance over the relevant financial year.
Details of the performance targets and performance against the targets for the 2021 STIP
awards are detailed on pages 72 to 74, and details of the performance targets and performance
against the targets for the 2020 STIP awards are detailed in the Annual Report and Accounts
for the year ended 31 December 2020. Consistent with the terms of the 2021 Remuneration
Policy, 50% of the bonus earned in relation to the financial year ended 31 December 2021 is
deferred into the Company’s shares for two years, with the balance payable in cash. These
shares will be held in the Sabre Group Employees’ Share Trust and are not subject to any
further performance conditions.
3 Awards made under the LTIP are paid for performance over the period 1 January 2019 to
31 December 2021. The awards for the LTIP 2019 did not meet the performance conditions,
and therefore did not vest. Details of the performance targets and performance against the
targets for the 2019 LTIP awards are detailed on page 75.
4 The LTIP values for the financial year ending 31 December 2020 have been restated using
the share price on the vesting date of 12 April 2021 at £2.5973. A total of 93,144 shares
vested for Geoff Carter and 41,915 shares vested for Adam Westwood. In addition to this
dividend equivalents were paid. The total remuneration for the financial year ending 31
December 2020 has been updated accordingly.
5 The Company operates a Share Incentive Plan (‘SIP) which is open to all employees. ‘Other
is the value of matching SIP shares attributable to the year. In 2020, Geoff Carter and Adam
Westwood participated in the SIP up to the maximum extent permitted by HMRC. The Company
offers a 1:3 match for partnership shares purchased by employees and the calculation for value is
based on the shares bought by the Company on behalf of the individual and the share price as at
31 December 2020 of £2.765. In 2021, Geoff Carter participated in the SUP up to the maximum
extent permitted by HMRC. The calculation for value is based on the shares bought by the
Company on behalf of the individual and the share price as at 31 December 2020 of £1.838.
6 Comprising STIP, LTIP and any Other relevant variable remuneration.
7 Comprising of total fixed pay and total variable pay and other remuneration as set out in
footnote 5.
8 Andy Pomfret became Chair with effect from 1 September 2020, and his fee was
pro-rated in line with time served in this position during the financial year 2020.
9 Catherine Barton left the Board with effect from 26 November 2021, but was paid for the
remainder of the year, and until 31 January 2022, in line with her service contract which
allows for payment of a three-month notice period.
10 Ian Clark became Chair of the Risk Committee with effect from April 2020, and his fee was
pro-rated in line with time served in this position during the financial year.
11 Karen Geary joined the Board with effect from 7 December 2020, and her fee was
pro-rated in line with time served during the financial year ending 31 December 2020.
12 Michael Koller joined the Board with effect from 1 September 2020, and his fee was
pro-rated in line with time served during the financial year ending 31 December 2020.
13 Rebecca Shelley became Senior Independent Director with effect from 1 September 2020,
and her fee was pro-rated in line with time served in this position during the financial year.
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Strategic Report Governance Financials
2021 Short Term Incentive Plan
Framework and outcomes for the financial year
ended 31 December 2021
For the financial year ended 31 December 2021, the
Executive Directors were eligible to participate in the
Companys Short Term Incentive Plan (‘STIP’),
which was based on a bonus pool funding approach,
calculated as 2% of Profit Before Tax (‘PBT’), subject
to a minimum hurdle of £35m PBT being achieved.
For 2021, the maximum annual bonus opportunity
was 150% of salary for Geoff Carter and 150% of
salary for Adam Westwood. The STIP was based
70% on attainment against financial targets (PBT)
and 30% attainment against non-financial targets,
split equally between non-financial Company-wide
objectives, including strategy, customer, ESG,
people, the development of the business, risk and
compliance, and individual non-financial objectives.
Performance Measure Weighting
Profit Before Tax 70%
Non-financial Company-wide objectives,
including strategy, customer and partners,
ESG, people, development of business, risk
and compliance
15%
Non-financial objectives relating to the individual 15%
Base salary
The annual salary paid to the Executive Directors
with effect from 1 April 2021, is shown in the table
below.
Base Salary
Annual salary (£) with
eect 1 April 2021
Geoff Carter 440,862
Adam Westwood 259,331
During the year, the Committee reviewed Executive
Director salaries, taking into account the individuals
role and experience and pay for the broader
employee population. Details of the salaries that will
apply in 2022 are provided on page 80 and 81.
Pension
Geoff Carter and Adam Westwood received pension
contributions of 17% and 10% of their base salaries
respectively. Details of the pension contributions that
will apply in 2022 are provided on page 80.
Annual Report on
Directors’ Remuneration
continued
PBT performance for the year ending 31 December
2021 was £37.2m, and therefore the profit pool
available for distribution to the Executive Directors
and other senior leaders for the year was £0.744m
(being 2% of PBT). Based on the allocation formula,
the Executive Directors were eligible to receive
£0.348m of the bonus pool, with the CEO being
entitled to a maximum of 31.1% of the pool, and the
CFO 15.7% of the pool, dependent on the delivery
of non-financial targets as set out below. Each
director’s share of the bonus pool, before any
adjustment for personal or company performance, is
agreed provisionally at the start of the performance
year, based primarily on that individual's base salary
and maximum bonus potential.
The non-financial targets set for the Company, and
the non-financial individual personal targets for
Geoff Carter and Adam Westwood and the
Committee’s assessment of their performance
against them are detailed on the following page,
with as much clarity as possible whilst protecting
company competitive advantages and respecting
contractual confidentiality. The non-financial targets
for the Company were determined by the
Committee to have been achieved at 90%, and the
non-financial individual performance objectives
detailed below for both Geoff Carter and Adam
Westwood were determined by the Committee to
have been achieved at 90% and 90% respectively.
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72
Strategic Report Governance Financials
Non-financial Company-wide objectives
The Committee believes that responsibility for the wider business objectives is shared equally amongst the Executive Team, and a consistent score will be given
unless specific examples of over/under performance are identified. Taken holistically the Committee considered a score of 90% against these objectives to be
appropriate.
Non-financial measure
Weighting as
a % of total
bonus
opportunity Performance Detail of Performance
Actual bonus
payable as a %
of total bonus
opportunity
Strategic Focus
Maintaining focus on retaining COR position
within target range through analysing and
adapting to emerging market conditions
15% 90%
The Company successfully retained a rigorous focus on maintaining COR
performance despite challenging market conditions caused by a continuing soft
market and COVID-19 related lockdowns. These lockdowns reduced available
volume in the market through reduced car sales and driving tests, as well as
impacting traffic and claim patterns. The Company delivered a COR for 2021 of
79.4%, within the target range. This resulted in a necessary sacrifice of volume, but
leaves the business well placed for growth in 2022 onwards. Further information on
this year’s strategic focus can be found on pages 2 to 6.
13.5%
Customer and Partners
Maintain a high-quality service in direct and
outsourced processes, ensuring customers
are dealt with fairly.
SLAs, complaints and partner service levels are monitored in detail on a monthly
basis. These have confirmed all services have been delivered well, and are within
required service levels. Complaints are reviewed at an individual level by the
Executive Team on a six-monthly basis, with independent monitoring by the Head
of Compliance, and action plans agreed for any thematic issues. Complaints have
remained low throughout 2021 and compare very favourably to peer groups. The
Board have reviewed available industry publications such as FOS uphold rates
compared to peers.
A particular focus in 2021 was on identifying vulnerable customers, with these
complaints being highlighted to the Board and Executive Team to ensure they had
been handled appropriately. Complaints from these customers were very low, but
appropriate identification and resolution was apparent.
The Committee considered results here were particularly creditable given the
extensive home-based working for much of the year. Further information on
Customer and Partners can be found on page 32.
Environmental, Social and Governance
Continue to enhance our approach to ESG
requirements, with an increased focus on
environmental impacts and stakeholder
expectations.
Excellent progress has been made in this area, with a full report and environmental
road map contained in this Report on pages 42 to 45.
People
Maintain Sabre’s position as a great place to
work, ensuring colleagues have an
appropriate work/life balance, are able to
develop in their careers and strive to ensure
Sabre’s success.
During the year, there was strong focus on colleague wellbeing throughout the
COVID-19 impacted year. Specific examples included maintaining full employment
despite lower business volumes, maintaining normal pay rises and bonuses and
regular contact points to ensure colleagues were able to work effectively from
home. Further information on Sabre’s People can be found on pages 38 to 40.
Development of the Business
Maximising market opportunities
Strong progress was evident in this area. The quotability footprint for Van was
expanded in the period with a commensurate increase in volume. Several M&A
opportunities were reviewed, and rejected as either not providing value for money
or being a good fit with strategy/operations. Motorcycle was a notable success
with a deal being agreed with MCE Insurance in the year that has allowed Sabre to
enter the motorcycle market at scale with an expert partner. Further information on
the Development of the Business can be found on page 6.
Risk and Compliance
Comply with existing and emerging
regulatory requirements, and successfully
manage risk and compliance across the
Group.
During the year, there were no regulatory interventions, and there have been
positive reports from the outsourced Internal Audit regarding risk, governance and
compliance. Further information on the risks the Company faces can be found on
pages 19 to 26.
Annual Report on
Directors’ Remuneration
continued
S
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73
Strategic Report Governance Financials
Non-financial objectives relating to the individual
Geo Carter
Weighting as a % of
personal/strategic
bonus opportunity Commentary on performance
Actual
performance
Objectives
Ensure progress of the agreed strategic
developments initiatives, with a specific focus on
medium term growth opportunities
25%
Successful focus on maintaining strong foundations for the business (funding
strength and COR performance) whilst reviewing development opportunities. A
material new partnership on motorcycle announced and launched in year,
representing both earnings growth and entry into a new market segment. A new
Flexible insurance product was developed in the year and will launch in 2022, with
partners lined up to benefit from this technology.
22.5%
Ensure Executive Team’s continued effectiveness
and positive engagement with the Board as certain
senior roles transition.
25%
Successful promotion of new Chief Actuary with a ‘no politics’ culture retained
across the high performing Executive Team. Positive engagement with Board
maintained, as evidenced by the Board Effectiveness Review.
25%
Ensure a successful modernisation of the HR
operational model and implementation of
post-COVID return to work arrangements. 25%
A new HR model introduced in year which continues to mature. Included within this
was a move to an automated HR system (including expenses submission and
holiday management). Positive employee engagement, evidenced by employee
survey, maintained despite the challenges of predominantly home-based working
for many employees in the year.
20%
Ensure positive relationships are maintained with
key stakeholders, specifically including the PRA,
covering analysts and key investors.
25%
Evidence of positive relationships with investors and analysts confirmed via
independently obtained feedback following results sessions and investor
roadshows.
Several constructive conversations with the PRA on industry topics during the year
with positive feedback received from regulators on the Company approach.
22.5%
Total % of personal/strategic objectives 100% 90%
Adam Westwood
Weighting as a % of
personal/strategic
bonus opportunity
Actual
performance
Objectives
Progress IFRS 17 implementation project to include
sign-off on key judgements, draft accounts and
disclosures, and external assurance where
necessary
25%
Strong progress with draft papers, pro-forma accounts and external review
completed.
22.5%
Further enhance automation within Finance, in both
transactional processing and reporting 25%
Good progress, including automating the payroll and employee portal. Automated
claims payments with cheque payments now rare with system-based cheque
production retired.
20%
Maintain strong relationships with analysts and
investors, ensuring that guidance is clear and well
understood
25%
Strong relationships maintained with analysts, validated by independently gathered
feedback. Number of covering analysts increased from 7 to 9. 22.5%
Build a carbon-neutral roadmap for the Company,
which includes a staged transition and ambitious yet
achievable targets
25%
Roadmap approved by Board in year, with details contained in the 2021 Report and
Accounts on pages 42 to 45. 25%
Total % of personal/strategic objectives 100% 90%
Annual Report on
Directors’ Remuneration
continued
S
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74
Strategic Report Governance Financials
Long Term Incentive Plan (‘LTIP’)
Vesting of awards under the LTIP in the financial year ended 31 December 2021
Shortly prior to Admission, shareholders approved the introduction of the Sabre 2017 LTIP. The second award under the 2017 LTIP was granted in 2019 based on
performance over three years up to 31 December 2021. Under the plan, an award of 125% of salary was made to Geoff Carter and 100% of salary to Adam
Westwood. The LTIP was based 50% on Relative TSR targets and 50% on EPS growth targets.
The range of targets set and performance against the targets is detailed below:
Financial measure
Weighting as a % of
total LTIP
opportunity Threshold Target Stretch
Actual
Performance
Actual LTIP
payable as a %of
total LTIP
opportunity
Relative TSR vs. FTSE 250, excluding investment trusts and
companies in the extractive industries
50% Median Straight-line
vesting
Upper quartile Below Threshold 0%
Earnings Per Share (“EPS”) 50% 54.5p 60.6p 66.7p 46.4p 0%
The Committee reviewed the formulaic outruns of the LTIP and chose not to use any discretion to amend the vesting outturn. Based on the performance of the
awards against their performance conditions, the awards granted under the 2019 LTIP should not vest.
Granting of awards under the LTIP in the financial year ended 31 December 2021
In line with the Company’s 2021 Directors’ Remuneration Policy, both Geoff Carter and Adam Westwood were granted awards (75% and 60% of salary
respectively) under the Companys LTIP during the financial year ended 31 December 2021. The awards were granted in the form of restricted shares awards, and
in line with the Remuneration Policy, the awards will vest after three years from the date of grant, followed by an additional holding period of two years from the
date of vesting.
Awards were made subject to the following underpins:
Maintaining a solvency ratio in excess of 140%
Achieving a Return of Tangible Equity in excess of 10%
No material regulatory censure
Overall Committee discretion
If the Company does not meet one or more of the underpins at the date of vesting, then the Committee will review whether or not it would be appropriate to
reduce the number of shares, including to zero, that vest under the award. Vesting of awards will also be subject to the Committee’s overarching discretion in order
to ensure that outcomes reflect the underlying performance of the Company and the broader stakeholder experience.
Details of the LTIP Awards granted on 21 May 2021:
Executive Director Basis of award Face value
Shares over which
awards were granted
1
Performance underpin Period over which underpin assessed
Geoff Carter 75% of salary £330,647 126,539 Subject to the underpins detailed on page 75 3 years from 1 January 2021
Adam Westwood 60% of salary £155,599 59,548 Subject to the underpins detailed on page 75 3 years from 1 January 2021
1 The number of shares granted was calculated on the average share price of the five working days immediately preceding the date of grant of £2.613 as conditional awards.
Committee Chair’s commentary on
Executive Directors’ personal performance
Sabre is predominantly a technical underwriting and
claims management business. The Company
strategy is therefore centred on maintaining a
Combined Operating Ratio (‘COR’) between 70%
and 80% throughout all market conditions, treating
volume as an output not a target. The strategy does
not currently envisage material product
development, merger and acquisition activity or
territorial expansion, although during the year the
Company expanded its product lines to include
motorcycle cover. As such, the Committee
considers the effective implementation of the
strategy to be characterised by the quality of
ongoing pricing, claims management and
underwriting activity, and primarily assesses
Executive performance against these measures.
As outlined in this report, 2021 was a challenging
year for motor insurers, with a number of regulatory
reviews and ongoing competitive market conditions,
in addition to the continued impact of COVID-19.
Within this context, the Committee considers the
2021 results to be creditable, with particular
reference to COR targets being achieved, whilst
accepting that this would deliver lower premium
levels. The Company remained forthright in
assessing a claims inflation rate of around 7.5 to
8.5% throughout 2021, with many competitors only
latterly referencing these levels. Furthermore, the
Company did not receive any Government
assistance or furlough any employees during the
year and has maintained the payment of the
dividend, in line with the Companys dividend policy.
Based on the bonus pool available for distribution
amongst the Executive Directors and other senior
managers, the Committee concluded that awards of
33.9% to the Chief Executive Officer and 29% to the
Chief Financial Officer of the maximum opportunity
of 150% of salary should be made. The Committee
believes that the annual bonus outcomes are a fair
reflection of individual and Company performance in
the year and the overall shareholder experience, and
therefore has not exercised its discretion to adjust the
awards. In line with the Remuneration Policy, 50% of
the annual bonus awards will be deferred into
Company shares for a period of two years.
Annual Report on
Directors’ Remuneration
continued
S
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75
Strategic Report Governance Financials
Share awards and other outstanding share awards granted during the year ending December 2021 (audited)
Details of awards granted during the year are detailed below.
Long Term Incentive Plan (‘LTIP’)
Director
Holding on
1 January
2021
Granted
during the
Year
Option
price
(£)
Exercised
during the
year Lapsed
Market
price at
exercise
date (£)
Holdings on
31 December
2021
Date of
grant
Share price
on date of
grant) Vesting date
Gain on
exercise
(£)
Geoff
Carter
2018 186,289 0 n/a 93,144 93,145 2.5973 0 21 June
2018
2.68 At a date agreed by the Committee,
which is after the release of the
results for the year ended 31
December 2020
241,923
2019 183,575 0 n/a 0 n/a 183,575 11 April
2019
2.894 At a date agreed by the Committee,
which is after the release of the
results for the year ended 31
December 2021. An additional
two-year holding period applies to
these awards, once vested
n/a
2020 193,819 0 n/a 0 0 n/a 193,819 23 April
2020
2.804 At a date agreed by the Committee,
which is after the release of the
results for the year ended 31
December 2022. An additional
two-year holding period applies to
these awards, once vested
n/a
2021 0 126,539 n/a 0 0 n/a 126,539 21 May
2021
2.613 At a date agreed by the Committee,
which is after the release of the
results for the year ended 31
December 2023. An additional
two-year holding period applies to
these awards, once vested
n/a
Total 563,683 126,539 n/a 93,144 93,145 n/a 503,933 n/a
Adam
Westwood
2018 83,830 0 n/a 41,915 41,915 2.5973 0 21 June
2018
2.68 At a date agreed by the Committee,
which is after the release of the
results for the year ended 31
December 2020
108,866
2019 86,388 0 n/a 0 n/a 86,388 11 A pril
2019
2.894 At a date agreed by the Committee,
which is after the release of the
results for the year ended 31
December 2021. An additional
two-year holding period applies to
these awards, once vested
n/a
2020 91,208 0 n/a 0 0 n/a 91,208 23 April
2020
2.804 At a date agreed by the Committee,
which is after the release of the
results for the year ended 31
December 2022. An additional
two-year holding period applies to
these awards, once vested
n/a
2021 0 59,548 n/a 0 0 n/a 59,548 21 May
2021
2.613 At a date agreed by the Committee,
which is after the release of the
results for the year ended 31
December 2023. An additional
two-year holding period applies to
these awards, once vested
n/a
Total 261,426 59,548 n/a 41,915 41,915 n/a 237,144 n/a
Annual Report on
Directors’ Remuneration
continued
External appointments (audited)
Neither of the Executive Directors currently holds a
paid external appointment. All appointments must
first be agreed by the Board and must not represent
a conflict of their current role.
Payments to past Directors (audited)
Catherine Barton resigned from the Board in
November 2021, and was paid until 31 January 2022,
in line with the notice period in her letter of
appointment. There were no other payments to past
Directors in the year.
Payments for loss of office (audited)
There were no payments to Directors for loss of
office in the year.
Sourcing of shares and dilution limits
The terms of the Group’s share plan set limits on the
number of newly issued shares that may be issued
to satisfy awards. In accordance with guidance from
the Investment Association, these limits restrict
overall dilution under all plans (the LTIP, the DBP, the
Save As You Earn (“SAYE”) Plan, the Share
Incentive Plan and any other employee share
scheme adopted by the Group) to under 10% of the
Companys issued share capital over a ten-year
period. Furthermore, the LTIP and DBP set a further
limitation that not more than 5% of the Company’s
issued share capital may be issued in any ten-year
period on discretionary plans. As at 31 December
2021, Sabre was operating within these limits.
S
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76
Strategic Report Governance Financials
Deferred Bonus Plan (‘DBP’) – Granted during the financial year ending 31 December 2021
Director
Number of shares
granted during the
year
Share price used at
date of grant
1
(£)
Face value of
award at grant
2
(£) Date of grant Release date
Geoff Carter 69,610 2.415 16 8,109 30 March 2021 30 March 2023
Adam Westwood 40,947 2.415 98,888 30 March 2021 30 March 2023
1 The share price of £2.415 represents the average share price of the five working days immediately prior to the date of grant.
2 Represents 50% of the 2020 Short Term Incentive Plan award that was deferred into shares.
Save As You Earn (‘SAYE’) Plan
Director
Holding on
1 January
2021
Granted
during the
year
Option
price
(£)
Exercised
during the
year Lapsed
Market
price at
exercise
date (£)
31 December
2021 Date of grant
Share price
on date of
grant)
Exercisable
period
Gain on
exercise (£)
Geoff Carter 2018 4,293 2.096 4,293 2.555 0 24 May
2018
2.650 1 July 2021 to 31
December 2021
1,971
2019 3,174 2.268 n/a 3,174 30 April
2019
2.660 1 July 2022 to 31
December 2022
n/a
2020 808 2.226 n/a 808 12 May
2020
2.840 1 July 2023 to 31
December 2023
n/a
2021 0 4,680 1.923 n/a 4,680 21 April
2021
2.690 1 July 2024 to 31
December 2025
n/a
Total 8,275 4,680 n/a 4,293 n/a 8,662 n/a
Adam
Westwood
2018 4,293 2.096 4,293 2.555 0 24 May
2018
2.650 1 July 2021 to 31
December 2021
1,971
2019 n/a n/a n/a
2020 n/a n/a n/a
2021 0 9,360 1.923 n/a 9,360 21 April
2021
2.690 1 July 2024 to 31
December 2025
n/a
Total 4,293 9,360 n/a n/a 9,360 n/a
Share Incentive Plan (‘SIP’)
Director
Purchased
during
the year
Granted during the year in
the form of matching and
dividend shares
Total gained
during the
year
Exercised
during the
year Lapsed
Granted in
prior years
Holding as at
31 December
2021 Vesting date
Gain on
exercise
(£’000)
Geoff Carter
760 373 1,133 1,515 2,648 Shares can be exercised with effect from
the third anniversary of their grant
n/a
Adam
Westwood
n/a 58 58 920 978 Shares can be exercised with effect from
the third anniversary of their grant
n/a
Annual Report on
Directors’ Remuneration
continued
S
abre Insurance Group plc Annual Report and Accounts 2021
77
Strategic Report Governance Financials
shares held by Directors during the year and as at 31 December 2021 are set out in the table below:
Director
Number of
unvested shares
subject to
performance/
underpins as at
31 December 2021
Number of
unvested shares not
subject to
performance as at
31 December
2021
1
Number of shares
held under the
Deferred Bonus Plan
as at 31 December
2021
Number of shares
held as at 31
December 2021
Number of shares
held as at
31 December 2020
Shareholding
requirement as a %
of salary
Shareholding as a %
of salary achieved
at 31 December
2021
2
Current Directors
Geoff Carter 503,933 11, 310 128,503 1,591,165 1,555,372 200% 664%
Adam Westwood 2 37,144 10,338 75,268 658,320 658,320 200% 466%
Andy Pomfret n/a n/a n/a 81,278 81,278 n/a n/a
Ian Clark n/a n/a n/a 303,006 265,761 n/a n/a
Karen Geary n/a n/a n/a 0 0 n/a n/a
Michael Koller n/a n/a n/a 0 0 n/a n/a
Rebecca Shelley n/a n/a n/a 15,521 7,79 4 n/a n/a
Directors served during the year, but are no longer on the Board
Catherine Barton n/a n/a n/a n/a 7,797 n/a n/a
1 These awards relate to share options and share awards under the Companys SIP and SAYE Plans.
2 Calculated using a share price of £1.838 (as at 31 December 2021).
Company performance – Relative Total Shareholder Return
The graph below shows Sabres relative Total Shareholder Return (‘TSR’) performance from Admission to 31 December 2021 against the TSR performance of the
FTSE 250 Index (excluding investment trusts and companies in the extractive industries). This is a broad equity market index which the committee considers to be
the most appropriate comparator
TSR performance vs. FTSE 250 excluding investment trusts since IPO
11 Dec
2017
70
80
90
100
110
120
130
140
150
31 Mar
2018
31 Dec
2018
30 Sep
2018
30 Jun
2018
31 Mar
2019
31 Dec
2019
30 Sep
2019
30 Jun
2019
31 Mar
2020
31 Dec
2020
31 Mar
2021
31 Dec
2021
30 Sep
2021
30 Jun
2021
30 Sep
2020
30 Jun
2020
Sabre Insurance FTSE 250 (Excluding investment trusts)
Directors’ shareholdings and share
interests (audited)
To further align Executive Directors with
shareholders, Executive Directors are required to
build up substantial interests in the Company.
Executive Directors are expected to build and hold a
shareholding with a value of at least 200% of their
base salary. To support the implementation of this
measure, Executive Directors are required to retain
50% of any share awards vesting (after settling any
tax liability) until the 200% requirement is met. The
Executive Directors have both met their respective
shareholding requirements.
Post-cessation of employment, Executive Directors
are expected to maintain a minimum shareholding
of 200% of their base salary (or their actual
shareholding, if lower) for a period of two years. To
enforce this requirement, vested shares are held in
a nominee account.
Shareholding requirements and the number of
Annual Report on
Directors’ Remuneration
continued
S
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78
Strategic Report Governance Financials
Chief Executive Officer Ratio
The ratio compares the total remuneration of Geoff Carter, the Chief Executive Officer, as set out in the
Directors’ Remuneration Report, against the remuneration of the median employee, as well as employees
in the lower and upper quartiles. We will build up our reporting of these figures over time to cover a ten-year
rolling basis. The ratios were calculated using the Option A methodology, which uses the pay and benefits
of all UK employees. The Company has chosen Option A as it uses the full-time equivalent pay and benefits
for all UK employees during the year, and is therefore a more accurate representation of employee pay. The
employee pay data used was based on the total remuneration of all of Sabre’s full-time employees as at 31
December 2021. The Chief Executive Officer’s pay is as per the single total figure of remuneration for 2021,
as disclosed earlier on this page. Employee full-time equivalent salaries have been calculating by grossing-
up the salary and bonus payments received by employees by the number of hours worked with reference to
a 35-hour week.
Total Pay
2018
Chief Executive Ocer’s
total pay
(£’000)
25th
percentile
50th
percentile
75th
percentile
Pay ratio
760
30.4:1 18.6:1 11.7:1
Remuneration values 25,000 40,772 64,755
2019
Pay ratio
821
33.3:1 19.2:1 12.3:1
Remuneration values 24,643 42,651 66,846
2020
Pay ratio
1,109
42.3:1 25.6:1 16.2:1
Remuneration values 26,196 43,273 68,283
2021
Pay ratio
733
23.9:1 16:1 10.6:1
Remuneration values 30,635 45,927 68,868
The following table shows the Chief Executive Officer’s remuneration for current and prior years:
2021 (£) 2020 (£) 2019) 2018) 2 017 (£)
Single figure of remuneration 733K 1,110K 821K 760K 251K
Annual bonus payout (as a % of maximum opportunity) 33.9% 62.2% 6 3.1% 73.0% n/a
LTIP vesting (as a % of maximum opportunity) 0% 50% n/a n/a n/a
Percentage change in remuneration of Directors and employees
The table below shows the percentage change in salary, taxable benefits and annual bonus, for the
Directors who served on the Board compared to an average employee of the Company against the prior
year for the financial years 2021 and 2020.
2020 to 2021 2019 to 2020
Salary/fees
Taxable
benefits
Annual
Bonus Salary/fees
Taxable
benefits
Annual
bonus
Geoff Carter 1.6% 34.2% -63.2% 3.2% 0% 0%
Adam Westwood 1.6% 59.9% -71.0% 4.2% 0% 103.1%
Andy Pomfret
*
55.2% n/a n/a 38.1% n/a n/a
Catherine Barton
**
0% n/a n/a 0% n/a n/a
Ian Clark 3.2% n/a n/a 11.6% n/a n/a
Karen Geary
***
1371.7% n/a n/a n/a n/a n/a
Michael Koller
***
200% n/a n/a n/a n/a n/a
Rebecca Shelley
****
9.1% n/a n/a 4.8% n/a n/a
Average of all employees 2.1% 8.1% -27.6% 2.2% 1.4% 15.4%
* The change in Andy’s salary from 2019 to 2020 relates to the increase in his salary, upon his appointment as Company Chair,
and the change in salary from 2020 to 2021 is due to him completing a whole financial year in this position.
**Left the Board with effect from 26 November 2021
***Appointed during the financial year ending 31 December 2020, therefore no figures for 2019 to 2020. On an annualised
basis, Karen Geary and Michael Koller’s salaries changed by 0% between 2020 and 2021.
****The change in Rebecca’s salary from 2019 to 2020 relates to the increase in her salary, upon appointment as Senior
Independent Director, and the change in salary from 2020 to 2021 is due to her completing a whole financial year in this position.
Arrangements for the wider workforce
The Committee seeks to align the remuneration of the Executive Directors and Senior Management with
consistency in reward practices throughout the Group. In 2018, the Committee increased the maximum
monthly contribution under the SAYE Plan and expansion of the SIP to include employee contributions,
which is matched by the Company at a 3:1 ratio. These changes came into effect in the financial year ended
31December 2019. All employees receive a salary at or above the National Living Wage, and all employees
are eligible to receive a performance-related bonus. The Company did not receive any Government
assistance or furlough any employees during the year, and maintained payment of the Company’s dividend,
in line with the Company’s Dividend Policy.
Annual Report on
Directors’ Remuneration
continued
S
abre Insurance Group plc Annual Report and Accounts 2021
79
Strategic Report Governance Financials
Implementation of the Policy in 2022
The below sets out how the Committee intends to operate the Remuneration Policy for the year ending 31
December 2022.
Salaries
The Executive Directors’ salaries were reviewed during the year. The Committee decided to increase Geoff
Carters salary 4%, which was slightly below the average increase given to employees across the Group.
The Committee decided to increase Adam Westwoods salary by 8% to reflect the significant increase in
his experience, his development and his performance, since his salary was set at IPO four years ago. The
revised salaries, with effect from 1 April 2022, are £458,496 for Geoff Carter, and £280,000 for Adam
Westwood. The Committee was comfortable setting base salaries at these levels given the size of the roles
and the experience and calibre of the individuals. As per the Policy, the Committee will continue to review
salaries on an annual basis, and may make further increases in future years, in line with the Policy.
Salary as at
1 April 2022
Salary as at
31 December 2021 Increase
Geoff Carter £458,496 £440,862 4%
Adam Westwood £280,000 £259,331 8%
Benefits
The Executive Directors will receive life insurance and private medical care.
Pension
Pension contributions made to the Executive Directors will be reduced to align with the average employee
rate of 7.5% of salary with effect from 1 January 2022.
Short Term Incentive Plan
In line with the Directors’ Remuneration Policy, the Committee will use a bonus pool funding and allocation
approach for awards in 2022 for the Short Term Incentive Plan. The pool will be calculated as a percentage
of Profit Before Tax (‘PBT’), subject to a minimum level of PBT being achieved. For 2022, if £35m of PBT is
achieved, a pool of 2% of PBT will be available.
The Executive Directors will be eligible to receive STIP awards of up to 150% of salary in 2022. Awards will
be subject to the following performance measures:
Performance measure Weighting
Profit Before Tax 70%
Non-financial Company-wide objectives, including strategy, customer and partners, ESG, People,
development of business, risk and compliance
15%
Non-financial objectives relating specifically to the individual 15%
Specific performance targets will not be disclosed at this time due to the commercially sensitive nature of
the objectives. Full retrospective disclosure of the targets, and performance against them, will be included
in next year’s Annual Report on Directors’ Remuneration.
Salary
Chief Executive Ocer’s
salary
(£’000)
25th
percentile
50th
percentile
75th
percentile
2018
Pay ratio
400
17:1 11:1 6.9:1
Remuneration values 23,497 36,325 57, 8 6 9
2019
Pay ratio
419
19.9:1 12.9:1 8.7:1
Remuneration values 21,088 32,452 48,149
2020
Pay ratio
432
19.3:1 12.6:1 8.7:1
Remuneration values 22,386 34,378 49,743
2021
Pay ratio
439
16.1:1 10.9:1 7:1
Remuneration values 27,222 40,216 63,008
The Committee has considered the pay data and believes that the median pay ratio is consistent with the
pay, reward and progression policies for the Company’s UK employees. The Chief Executive Officer’s single
figure of remuneration increased in 2021 relative to 2020 due to the annual increase in salary provided
during the year.
Relative importance of spend on pay
The following table illustrates total remuneration for all employees compared to distributions to shareholders
in respect of the last two financial years.
Measure 2021 2020
Total employee remuneration
1
£12.3m £13.4m
Shareholder distributions £38.4m
2
£43.9m
3
1 Total employee cost.
2 Includes dividends paid during the financial year ending 31 December 2021.
3 Includes dividends paid during the financial year ending 31 December 2020.
Annual Report on
Directors’ Remuneration
continued
S
abre Insurance Group plc Annual Report and Accounts 2021
80
Strategic Report Governance Financials
The Chair and Non-executive Directors’ fees for the financial year ended 31 December 2022 are therefore:
Director Reason for fee
Total annual fee
(£)
Andy Pomfret Company Chair 156,000
Ian Clark Non-executive Director
Audit Committee Chair
Risk Committee Chair
Designated Non-executive Director for Employee Engagement
86,320
Karen Geary Non-executive Director 62,400
Michael Koller Non-executive Director 62,400
Rebecca Shelley Non-executive Director
Senior Independent Director
Remuneration Committee Chair
83,200
REBECCA SHELLEY
Chair of the Remuneration Committee on behalf of the Board
21 March 2022
Long Term Incentive Plan
Long Term Incentive Awards in 2022 will be made under the Companys LTIP in the form of restricted
shares. When considering grant levels each year, the Committee will take into account share price
performance over the preceding year. The Committee currently intends to award the Chief Executive
Officer an award equivalent to 75% of salary, and the Chief Financial Officer will receive an award
equivalent to 60% of salary. In line with the Policy, awards will vest after three years, with an additional
holding period of two years.
Awards granted in 2022 will be subject to the following underpins:
maintaining a Solvency ratio in excess of 140%
achieving a Return on Tangible Equity in excess of 10%
no material regulatory censure – relating to the Executive Director’s time in office
overall Committee discretion
If the Company does not meet one or more of the underpins at the date of vesting, then the Committee
would review whether or not it was appropriate to reduce the number of shares, including to zero that vest
under the award. Vesting of awards will also be subject to the Committee’s overarching discretion in order
to ensure that outcomes reflect the underlying performance of the Company and the broader stakeholder
experience.
Chair and Non-executive Director Fees
During the year, the Committee reviewed the Chairs fee in light of the time commitment required of the role,
and agreed to increase the fees 4%, which was slightly less that the average employee increase, with effect
1 April 2022.
During the year, the Chair, Chief Executive Officer and Chief Financial Officer reviewed the Non-executive
Directors’, Committee Chair and Senior Independent Director’s fees in light of the time commitment
required of the role, and agreed to increase the Non-executive Directors’ fees by 4%, which was slightly
less that the average employee increase, with effect 1 April 2022.
The fees which will apply in 2022 are as follows:
Role
Fee (£)
2022
Fee (£)
2021
Chair fee (all-inclusive fee) 156,000 150,000
Non-executive Director base fee 62,400 60,000
Senior Independent Director fee 10,400 10,000
Committee Chair fee 10,400 10,000
Designated Employee Representative Non-executive Director 3,120 3,000
Committee member fee n/a n/a
Annual Report on
Directors’ Remuneration
continued
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Strategic Report Governance Financials
The Directors’ Report for the period ended 31
December 2021 comprises the report set out on
pages 82 to 84 and the Directors’ andOfficers’
Responsibility Statement on page 85 together with
thefollowing sections of this Annual Report:
The Strategic Report
Pages 2 to 45 which comprise:
the Chair’s Letter on pages 7 to 8
the Chief Executive Officers Review on pages 11
to 13
the Principal Risks and Uncertainties on pages 19
to 26
the Viability Statement on pages 27 to 29
the Chief Financial Officers Review on pages 34
to 36
the Responsibility and Sustainability Report on
pages 37 to 45
The Governance Report
Pages 46 to 84 which comprise:
the Chair’s Governance Letter on page 46
the Governance Report on pages 50 to 53
the Committee Reports on pages 54 to 63
the Directors’ Report on pages 82 to 84
Corporate structure and principal activity
The Group’s principal and only trading subsidiary is a
motor insurance underwriter. Sabre Insurance Group
plc is a public company limited by shares and was
incorporated in England and Wales on 21September
2017 with registered number 10974661. Its
registered office and principal place of business is at
Sabre House, 150 South Street, Dorking, Surrey
RH4 2YY. The Group has no branches.
The Group is the holding company of the Sabre group
of companies. Details of the Group’s subsidiaries are
set out in Note 2 of the Parent Company Financial
Statements contained in this Annual Report.
Directors’ Report
Directors
The Directors who served throughout the year are
as follows:
Executive Directors
Geoff Carter – Chief Executive Officer
Adam Westwood – Chief Financial Officer
Non-executive Directors
Andy Pomfret – Chair
Catherine Barton (resigned with effect from
26November 2021)
Ian Clark
Karen Geary
Michael Koller
Rebecca Shelley
The members of the Board of Directors, their
biographical details andthe dates of their
appointment are set out on pages 48 to 49 of this
AnnualReport.
Appointment and replacement of Directors
The appointment and replacement of Directors is
governed by the Group’s Articles, the Companies
Act 2006 (the “Companies Act”) and related
legislation. The Articles provide that Directors may
be appointed by ordinary resolution of the
shareholders or by the Board. The Board has
decided to comply with best corporate governance
practice, and all Directors will seek re-election at
each Annual General Meeting. In addition to any
powers of removal conferred by the Companies Act,
the Group may by special resolution remove any
Director before the expiration of his period of office.
The Nomination and Governance Committee is
responsible for overseeing the recruitment of
Directors and recommending appointments for
approval by the Board of Directors.
|Further details regarding the appointment and
replacement of Directors are set out in the
Governance Report on pages 50 to 53 and the
Nomination and Governance Committee Report on
pages 59 to 60.
Executive Directors’ service contracts
Executive Directors are employed under the terms
of their service contracts. Details of the effective
dates of the service contracts for the current
Executive Directors as well as their compensation
are set out in the Annual Report on Directors’
Remuneration on pages 71 to 81 and the contracts
are available for inspection by shareholders at the
Group’s registered office.
Non-executive Director appointments
Non-executive Directors are appointed pursuant to a
letter of appointment. Such appointments are for an
initial period of three years, which is renewable. A
Non-executive Director’s appointment is terminable
by the Non-executive Director or the Group by
giving written notice. Details of the effective dates
of the letters of appointment for the current
Non-executive Directors as well as their fees are set
out in the Annual Report on Directors’ Remuneration
on pages 71 to 81 of the Annual Report and the
terms of appointment are available for inspection by
shareholders at the Group’s registered office.
Powers
Subject to the provisions of the Articles, the
Companies Act and related legislation, and any
directions given by special resolution of the
shareholders, the business of the Group shall be
managed by the Board, which may exercise all the
powers of the Group including the Group’s powers
to borrow money and to issue new shares.
Directors’ indemnities
Each of the Group’s Directors has been granted a
qualifying third-party indemnity pursuant to which
the Group agrees to indemnify the Directors against
any liabilities that they may incur as a result of their
office as Director, to the extent permitted by the
Companies Act.
Directors’ and Officers’ liability insurance
Directors’ and Officers’ liability insurance is provided
for all Directors of the Group.
Compensation for loss of office
The Group does not have arrangements with any
Director that would provide compensation for loss of
office or employment resulting from a takeover,
except that provisions of the Group’s share plans may
cause options and awards granted under such plans
to vest on a takeover. Further information is provided
in the Annual Report on Directors’ Remuneration on
pages 71 to 81 of this Annual Report.
No such payments were made during the financial
year ended 31 December 2021.
Articles of Association
The Group may alter its Articles by special
resolution of the shareholders at a general meeting
of the Group. The Articles are available on the
Group’s website at www.sabreplc.co.uk.
Shares
Share capital
The Group has one class of ordinary voting shares in
issue.
As at 31 December 2021, the issued share capital of
the Group comprised 250,000,000 ordinary shares
of £0.001 each, all of which are fully paid (“ordinary
shares”).
Rights and obligations attaching to shares
The rights and obligations attached to the Group’s
shares are governed by the Articles and prevailing
legislation. Each Ordinary Share ranks equally and
carries the same rights to receive all shareholder
documentation (including notices of general
meetings), attend, speak and vote at general
meetings, and participate in any distribution of
income or capital. All shareholders entitled to attend
and vote at a general meeting may appoint a proxy or
proxies to attend, speak and vote in their place. None
of the Ordinary Shares carry any special rights with
regard to control of the Group and there are no
specific restrictions on voting rights, save where the
Group is legally entitled to impose such restrictions
(for example, where the shareholder is in default of an
obligation to the Group). Major shareholders have the
same voting rights per share as all other shareholders.
S
abre Insurance Group plc Annual Report and Accounts 2021
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Strategic Report Governance Financials
authority at the 2022 Annual General Meeting,
however the Company does not have any current
intention to purchase any of its own Ordinary
Shares.
Directors’ interests in shares
The Directors who held office during the financial
year ending 31 December 2021 had the following
interests (including family interests) in the Ordinary
Shares of the Company:
Name of Director
31 December
2021
31 December
2020
Catherine Barton* n/a 16,912
Geoff Carter 1,591,165 1,555,372
Ian Clark 303,006 265,761
Karen Geary 0 0
Michael Koller 0 0
Andy Pomfret 81,278 81,278
Rebecca Shelley 15,521 7,794
Adam Westwood 658,320 658,320
* Catherine Barton left the Board with effect from 26
November 2021.
The Directors, as employees and potential
beneficiaries, have an interest in 961,042 shares
held by the Sabre Insurance Group Employee
Benefit Trust (offshore) and the Group’s SIP Trust
(onshore) as at 31December 2021. As at 31
December 2021, the Sabre Insurance Group
Employee Benefit Trust held 843,725 Ordinary
Shares and the Group’s SIP Trust held 266,304
Ordinary Shares. It is anticipated that these shares,
that have not already been allocated, will be used to
satisfy awards made under the Group’s employee
incentive plans. Further details regarding the
Group’s employee incentive plans can be found in
the Annual Report on Directors’ Remuneration on
pages 71 to 81.
There were no changes in the interests of Directors
between 31December 2021 and 21 March 2022
(the latest practical date, prior to the release of this
Annual Report). In line with the Group’s
Remuneration Policy, half of the value received
under the Group’s Bonus Plan by Geoff Carter and
Adam Westwood for the year ended 31 December
2021 will be deferred into shares, held in the Sabre
Insurance Group Employee Benefit Trust.
Major interests in shares
Information on major interests in shares notified to
the Company under the Disclosure Guidance and
Transparency Rules (“DTRs”) of the UK Listing
Authority is published via a Regulatory Information
Service and on the Company’s website www.
sabreplc.co.uk/investors/regulatory-news
At 31 December 2021, the Company had been
notified, in accordance with Chapter 5 of the DTRs,
of the following voting rights in respect of 3% or
more of the issued share capital of the Company.
Company Name
Current
Shareholdings %
Aviva plc and its subsidiaries 24,947,347 9.98
Axa Investment Managers 12,597,136 5.04
Companies owned by Old
Mutual plc
12,870,464
5.14
Kayne Anderson Rudnick
Investment Management, LLC
24,975,000
9.99
Mawer Investment
Management Limited
12,793,280
5.11
M&G PLC 11,867,810 4.74
Ninety One UK Limited 12,493,014 5.00
Unicorn Asset Management
Limited
12,050,000
4.82
During the period between 31 December 2021 and
21 March 2022, being the latest practicable date
prior to publication of this Annual Report, the
following changes to the above table occurred:
Date of
transaction Shareholder
Number of
ordinary
shares
% of
voting
rights Change
17/02/2022 Kayne
Anderson
Rudnick
Investment
Management,
LLC
22,491,416 8.99 Decrease
Results and dividends
The audited accounts for the year ended 31 December
2021 are set out on pages 93 to 157. The Group profit
for the year after tax was £30.1m (2020: £39.8m).
The Directors recommend a final dividend of 4.7p
(2020: 6.8p) and a special dividend of 4.6p (2020:
4.9p).
The total dividend for the financial year ending 31
December 2021, including the proposed special
dividend and interim dividend paid in 2021 is 13p
(2020: 21.1p).
Significant agreements and change of
control
The Group is not a party to any material agreements
that would take effect, alter or terminate upon a
change of control of the Group.
Employees and Communities
Less than 250 individuals were employed by the
Company in each week during the financial year to
which this Annual Report relates (further details
regarding the Company’s employees are set out in
the Responsibility and Sustainability section of this
report on pages 37 to 45 of this AnnualReport).
Environment and Emissions
Information on the Group’s greenhouse gas
emissions is set out in the Responsibility and
Sustainability section on pages 37 to 45 of this
Annual Report. Adam Westwood is the Executive
Director responsible for Environmental, Social and
Governance issues.
Restrictions on transfer
There are no restrictions on the transfer or holding
of shares in the Company other than (i) as set out in
the Articles; and (ii) certain restrictions which may
from time to time be imposed by laws and
regulations and pursuant to the Listing Rules of the
Financial Conduct Authority (the “Listing Rules”)
whereby Directors and certain officers and
employees of the Group require approval to deal in
the Ordinary Shares in accordance with the Group’s
share dealing policies and the Market Abuse
Regulation.
Power to allot and purchase shares
By a resolution passed at the Annual General Meeting
(the “Meeting”) of the Group on 14 May 2021, the
Group was granted a general authority to allot
Ordinary Shares up to the lower of (i) an aggregate
nominal amount of £83,333 and (ii) 33.33% of the
Group’s Ordinary Share capital. At the Meeting, the
Group was also granted authority to allot shares up to
the lower of (i) an aggregate nominal amount of
£166,666 and (ii) 66.67% of the Group’s Ordinary
Share capital by way of a rights issue to ordinary
shareholders in proportion to their existing
shareholdings (with such amount to be reduced to
the extent that the general authority is utilised (if any)).
The Company also received authority to allot shares
for cash on a non-pre-emptive basis up to the lower
of (i) an aggregate nominal amount of £12,500 and (ii)
5% of the Group’s Ordinary Share capital. As at the
date of this report, no shares have been issued under
these authorities. These authorities will expire at the
conclusion of the 2022 Annual General Meeting and,
accordingly, the Board is proposing to renew these
authorities at thatAnnual General Meeting.
The Group was granted authority by its shareholders
at the General Meeting to purchase up to the lower
of (i) 25,000,000 Ordinary Shares and (ii) 10% of the
Companys maximum ordinary share capital
immediately following the Listing. This authority will
expire at the conclusion of the 2022 Annual General
Meeting. During 2021, no shares were bought under
this authority. The Board is proposing to renew this
Directors’ Report
continued
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Strategic Report Governance Financials
Independent auditor
The auditor of the Company, EY, has agreed to
resign following the completion of their 2021 audit
of the Company, its subsidiaries and related
regulatory returns. Following a tender process which
was completed during the year, the Directors have
proposed to appoint PwC as auditor following EYs
resignation. PwC has indicated their willingness to
take office, and resolutions to appoint PwC and to
fix their remuneration will be proposed at the 2022
Annual General Meeting. Further information on the
audit tender process can be found in the Audit
Committee Report on pages 54 to 56.
Statement of disclosure of information
to the auditor
Each of the Directors who held office at the date of
the approval of this Annual Report confirms that, so
far as they are each aware, there is no relevant audit
information of which the Company’s auditors are
unaware, and each Director has taken all the steps
that he or she ought to have taken as a Director in
order to make himself or herself aware of any
relevant audit information and to establish that the
Companys auditors are aware of that information.
This confirmation is given and should be interpreted
in accordance with the provisions of section 418 of
the Companies Act.
Requirements of Listing Rule 9.8.4R
Information to be included in the Annual Report and
Accounts under Listing Rule 9.8.4R can be found as
follows:
Listing Rule Description Page
9.8.4 (4) R Details of long term incentive
schemes required by Listing
Rule 9.4.3
75
9.8.4 (12) R
9.8.4 (13) R
Details of dividends waived 139
Supplier payment policy
The Group’s policy is to agree payment terms with
suppliers when entering into each transaction to
ensure that suppliers are made aware of the terms
of payment and abide by the terms of payment.
Trade creditors of the Group (consolidated) at 31
December 2021 were 7 days (2020: 13 days) based
on the average daily amount invoiced by suppliers
during the year.
Going concern
The Board has considered the business activities of
the Group and the factors likely to affect its future
performance as well as the Group’s principal risks
and uncertainties, including the Directors’ statement
on the viability of the Group over a three-year period
which is set out in the Strategic Report on page 28
of this Annual Report. On the basis of these
considerations, the Directors have a reasonable
expectation that the Group has adequate resources
to continue in operation for at least the next 12
months to 31 March 2023 and that therefore it is
appropriate to adopt a going concern basis for the
preparation of the financial statements.
By order of the Board
ANNEKA KINGAN
Company Secretary
21 March 2022
Research and Development
The Group does not undertake any material
activities in the field of research and development.
Financial instruments and risk
management
The Groups financial risk management objective
and policies, including information about its use of
financial instruments, are contained in Notes 2 – 4
of the Consolidated Financial Statements on pages
100 – 125 of this Annual Report.
Events after the balance sheet date
Refer to Note 22 of the Consolidated Financial
Statements on page 147 for information on events
after the balance sheet date.
Charitable and political donations
The donations made by the Group to the charities
referred to on page 41 of this Annual Report
amounted, in aggregate, to £22,180 (2020: £18,771).
The Group made no political donations during the
year (2020:£0).
Annual General Meeting
The Annual General Meeting is the Company’s
principal forum for communication with
shareholders and the Directors will be available to
answer shareholders’ questions at the meeting. The
2022 Annual General Meeting will be held at
9:30am on Wednesday 25 May 2022. Full details
about the 2022 Annual General Meeting, including
the venue and explanatory notes, will be contained
in the Notice of Annual General Meeting which will
be sent to shareholders in a separate document.
The Notice of Annual General Meeting will set out
the resolutions to be proposed at the Annual
General Meeting and an explanation of each
resolution. All documents relating to the Annual
General Meeting will be available on the Company’s
website at www.sabreplc.co.uk/investors/
annual-general-meeting
Directors’ Report
continued
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Responsibility and accountability
The Directors are responsible for preparing the
Annual Report and the Group financial statements
in accordance with applicable United Kingdom law
and regulations. Company law requires the
Directors to prepare financial statements for each
financial year. Under that law, the Directors have
elected to prepare the Group and Parent Company
financial statements in accordance with UK-adopted
international accounting standards, comprising
International Accounting Standards (“IAS”) and
International Financial Reporting Standards
(“IFRSs”), and the requirements of the Companies
Act 2006. Under company law, the Directors must
not approve the Group’s Financial Statements
unless they are satisfied that they give a true and
fair view of the state of affairs of the Group and the
Company and of the profit or loss of the Group and
the Company for that period.
Under the Financial Conduct Authority’s Disclosure
Guidance and Transparency Rules, Group Financial
Statements are required to be prepared in
accordance with UK-adopted international
accounting standards.
In preparing these Financial Statements, the
Directors are required to:
select suitable accounting policies in accordance
with IAS 8 Accounting Policies, Changes in
Accounting Estimates and Errors and then apply
them consistently
make judgements and accounting estimates that
are reasonable and prudent
present information, including accounting policies,
in a mannerthat provides relevant, reliable,
comparable and understandable information
Directors’ and Officers
Responsibilities Statement
provide additional disclosures when compliance
with the specific requirements in UK-adopted
international accounting standards is insufficient
to enable users to understand the impact of
particular transactions, other events and
conditions on the Group’s financial position and
financial performance
in respect of the Group Financial Statements,
state whether UK-adopted international
accounting standards have been followed, subject
to any material departures disclosed and
explained in the financial statements
in respect of the Parent Company financial
statements, state whether UK-adopted
international accounting standards, have been
followed, subject to any material departures
disclosed and explained in the financial
statements
prepare the Financial Statements on the going
concern basis unless it is appropriate to presume
that the Company and the Group will not continue
in business
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Company’s and Group’s transactions
and disclose with reasonable accuracy at any time
the financial position of the Company and the Group
and enable them to ensure that the Company and
the Group Financial Statements comply with the
Companies Act 2006. They are also responsible for
safeguarding the assets of the Group and the Parent
Company and hence for taking reasonable steps for
the prevention and detection of fraud and other
irregularities.
Under applicable law and regulations, the Directors
are also responsible for preparing a Strategic
Report, Directors’ Report, Directors’ Remuneration
Report and Governance Report 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
Companys website. Legislation in the UK governing
the preparation and dissemination of financial
statements may differ from legislation in other
jurisdictions.
Directors’ responsibility statement (DTR 4.1)
Each of the Directors, whose names and functions
are listed on page 47 of this Annual Report,
confirms that, to the best of their knowledge:
the consolidated financial statements, prepared in
accordance with UK-adopted international
accounting standards, give a true and fair view of
the assets, liabilities, financial position and profit
of the parent Company and undertakings included
in the consolidation taken as a whole
the Annual Report, including the Strategic Report,
includes a fair review of the development and
performance of the business and the position of
the Company and undertakings included in the
consolidation taken as a whole, together with a
description of the principal risks and uncertainties
that they face
they consider the Annual Report, taken as a
whole, is fair, balanced and understandable and
provides the information necessary for
shareholders to assess the Company’s position,
performance, business model and strategy
This Responsibility Statement was approved by the
Board of Directors on 21 March 2022 and is signed
on its behalf by:
GEOFF CARTER
Chief Executive Officer
ADAM WESTWOOD
Chief Financial Officer
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Strategic Report Governance Financials
Independent
Auditors Report
tothe members of
Sabre Insurance
Group plc
Opinion
In our opinion:
Sabre Insurance Group plc’s consolidated financial statements and parent company financial statements (the “financial statements”) give a true and fair view of the
state of the group’s and of the parent company’s affairs as at 31 December 2021 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 parent company financial statements have been properly prepared in accordance with UK adopted international accounting standards as applied in accordance
with section 408 of the Companies Act 2006; and
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of Sabre Insurance Group plc and its subsidiaries (collectively ‘the group’) and the parent company financial statements
which comprise:
Group Parent company
Consolidated Statement of Comprehensive Income for the year then ended
Consolidated Statement of Financial Position as at 31 December 2021 Statement of Financial Position as at 31 December 2021
Consolidated Statement of Changes in Equity for the yearthen ended Statement of Changes in Equity for the year then ended
Consolidated Statement of Cash Flows for the year thenended Statement of Cash Flows for the year then ended
Related notes 1 to 22 to the financial statements, includinga summary of
significant accounting policies
Related notes 1 to 10 to the financial statements, including a summary of significant accounting
policies
The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards and as regards the
parent company financial statements, as applied in accordance with section 408 of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are
further described in the Auditors responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the group and parent in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including
the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
The non-audit services prohibited by the FRCs Ethical Standard were not provided to the group or the parent company and we remain independent of the group
and the parent company in conducting the audit.
Conclusions relating to going concern
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. Our evaluation of the directors’ assessment of the group and parent company’s ability to continue to adopt the going concern basis of
accounting of accounting included:
We obtained management’s going concern assessment, including cash forecasts for the going concern period which covers the period up to 31 March 2023. The
Group has modelled a number of adverse scenarios in their cash forecasts in order to incorporate unexpected changes to the forecasted liquidity of the Group.
We assessed the appropriateness of the factors and assumptions included in each modelled scenario used by management to support their going concern
assessment. We considered the appropriateness of the methods used to calculate their solvency position and determined through inspection and testing of the
methodology and calculations that the methods utilised were appropriately sophisticated to be able to make an assessment for the group.
We independently stressed assumptions used by management in their assessment which included the impact of failure of reinsurers, significant downturn in
investment return, deterioration of loss reserves, substantial decrease in profitability of future business written to assess the impact on the Group’s solvency and
liquidity position and consider the impact of climate change on future cash flows.
S
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Strategic Report Governance Financials
We considered the mitigating factors included in the forecasts that are within control of the Group. This includes review of the Group’s non-operating cash
outflows and evaluating the Group’s ability to control these outflows as mitigating actions if required.
We reviewed the results of managements reserve stress testing exercise as well as performed our own independent reverse stress testing in order to identify
what factors would lead to the Group utilising all liquidity during the going concern period.
We reviewed the Group’s going concern disclosures included in the annual report in order to assess that the disclosures were appropriate and in conformity with
the reporting standard.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast
significant doubt on the group and parent company’s ability to continue as a going concern for a period up to 31 March 2023.
In relation to the group and parent company’s reporting on how they have applied the UK Corporate Governance Code, we have nothing material to add or draw attention
to in relation to the directors’ statement in the financial statements about whether the directors considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. However, because
not all future events or conditions can be predicted, this statement is not a guarantee as to the group’s ability to continue as a going concern.
Overview of our audit approach
Key audit matters Valuation of Outstanding Claims (Gross and Net of Reinsurance)
Audit scope
We performed an audit of the complete financial information of Sabre Insurance Company Limited the whole Group Function (consisting of all other
entities within the Sabre Group)
The components where we performed full audit procedures accounted for 100% of Profit before tax, 100% of Revenue and 100% of Total assets.
Materiality Overall group materiality of £1.4m which represents 5% of profit before tax (‘PBT’)
An overview of the scope of the parent company and group audits.
Tailoring the scope
Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality determine our audit scope for each entity within the Group.
Taken together, this enables us to form an opinion on the consolidated financial statements.
In assessing the risk of material misstatement to the Group financial statements, and to ensure we had adequate quantitative coverage of significant accounts in the
financial statements, we have selected Sabre Insurance Company Limited, which is the principal trading entity within the Group, and Group function which consists of
all other group entities (Sabre Insurance Group plc, Binomial Group Limited, Barbados TopCo Limited, Barb IntermediateCo Limited, Barb Midco Limited, Barb Bidco
Limited and Barb Holdco Limited ’). We performed an audit of the complete financial information of Sabre Insurance Company Limited and Group function (“full scope
components”), which were selected based on their size or risk characteristics, representing 100% of profit before tax, gross written premium and assets.
We considered the group’s entity-level and financial controls as well as the consistency of the group’s operations and processes throughout the year despite the
periods of hybrid working across the organisation due to COVID-19 when determining our audit scope at both a group and entity level. We did not however identify
any inconsistencies in the control environment arising as a result of working remotely and thus our risk assessment remained unchanged.
All audit work performed for the purposes of the audit was undertaken by the Group audit team.
Climate change
There has been increasing interest from stakeholders as to how climate change will impact Sabre. The Group has determined that the most significant future impacts
from climate change on their operations will be from investment portfolio management, underwriting portfolio management and exposure risk appetite management.
These are explained on pages 42 to 45 in the required Task Force for Climate related Financial Disclosures, which form part of the “Other information,” rather than the
audited financial statements as explained below. Our procedures on these disclosures therefore consisted solely of considering whether they are materially inconsistent
with the financial statements or our knowledge obtained in the course of the audit or otherwise appear to be materially misstated.
As explained in the Basis of Preparation note governmental and societal responses to climate change risks are still developing, and are interdependent upon each
other, and consequently financial statements cannot capture all possible future outcomes as these are not yet known. The degree of certainty of these changes
Independent Auditor’s Report
tothe members of Sabre
Insurance Group plc continued
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may also mean that they cannot be taken into account when determining asset and liability valuations and timing of future cash flows under the requirements of
International Financial Reporting Standards. As explained in the basis of preparation management believe that reasonably possible changes arising from climate
risks would not have a material impact on asset and liability valuations at the year-end date.
Our audit effort in considering climate change was focused on validating this assertion, through considering the potential effects of climate risks on asset values
and associated disclosures where values are determined through modelling future cash flows. We also challenged the Directors’ considerations of climate change
in their assessment of going concern and viability and associated disclosures.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our 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) that we identified. These matters included 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 our opinion thereon, and we do not provide a separate opinion on these matters.
Risk Our response to the risk
Key observations communicated
to the Audit Committee
Valuation of Outstanding Claims (£228.6m gross and
£125.0m net ofreinsurance , PY comparative £222.9m
gross and £130.9m net ofreinsurance).
Refer to the Audit Committee Report (page 56);
Accounting policies (page 107); and Note 3.1 of the
Consolidated Financial Statements (page 108)
Management is required to make an estimation of Insurance
liabilities both gross and net of reinsurance (which includes
both IBNR and outstanding loss reserves).
This estimate consists of a provision for additional
development of the insurance liabilities reported by
insureds, as well as a provision for claims which have
occurred, but which have not yet been reported.
There is a risk that inappropriate assumptions or projections
are used in determining the insurance liabilities including
assumptions used in the estimation of potential exposure to
Periodic Payment Orders. This could lead to these liabilities
not falling within a reasonable range of possible estimates,
resulting in a misstatement in the financial statements.
Additionally, insurance liabilities will be affected by the
level of inflation in the future as claims are settled. General
inflation is currently higher than it has been for the last
several years and this is likely to feed into claims
settlements particularly through higher costs of vehicle
parts and replacement vehicles. There is a risk that the
projections used by management are based on the past
claims settlement environment and do not reflect the
higher outlook for inflation in the future. Notified claims
reserves are subject to manipulation, as up until the
closure of a case reserve, an element of estimation is
required to account for these liabilities. These balances, by
nature, are also subject to a risk of management
manipulation. Given the magnitude of the balance, a small
manipulation of an assumption could have a significant
impact on the financial statements.
Furthermore, the valuation of insurance liabilities depends on
complete and accurate data used in the actuarial process as
this data is used to form expectations about future claims.
Utilising EY actuarial specialists as part of our team, we performed the following
procedures:
Control design and implementation: We gained a detailed understanding of the end
to end reserving and case reserve process and assessed the design and implementation
of key controls within the process, in respect of initiation and setting of case reserves.
Market knowledge and benchmarking: We evaluated management’s
methodology against market practice and challenged managements assumptions
and their assessment of major sensitivities, based on our market knowledge and
industry data where available.
Independent re-projections and sensitivity analysis: We independently
re-projected the Insurance liabilities on both a gross and net of reinsurance basis, we
investigated differences between our projections and those of management. We
then considered whether the insurance liabilities held as at 31 December 2021 fall
within a reasonable range of possible estimates.
Additionally, we have reviewed management’s potential exposure to Periodic
Payment Orders, we and assessed key assumptions used by management in their
model for reasonableness.
Inflation: We assessedkey assumptions and methodology used by management in
their model for reasonableness, including the approach to allowing for claims
inflation and their explicit assumptions for claims inflation. In our independent
projections of claims data, we considered whether management’s assumptions
were consistent with the most recent data periods showing high inflation.
Furthermore, we tested that the overall implied inflation rates resulting from
management’s assumptions and methodology were consistent with our view of
future motor claims inflation, considering the economic outlook for 2022.
Test of details: To assess the completeness and accuracy of the paid, reinsurance
recoveries and incurred claims data used to project insurance liabilities, we
re-performed reconciliations between the claims paid, reinsurance recoveries and
outstanding data recorded in the policy administration systems and the data used in
the actuarial calculations.
For a sample of paid and outstanding claims we corroborated the gross and net of
reinsurance claims to supporting 3rd party evidence. For paid claims this included
claim notifications, which we traced back to bank payment. For reinsurance recoveries
we reperformed calculations and agreed terms back to the underlying Reinsurance
contracts. For a sample of outstanding claims, we obtained supporting calculations
and 3rd party correspondence to corroborate the year-end balances. We also held
discussions with claims handlers to further understand the background of the claims.
We consider that Management’s
judgements in respect of the
valuation of insurance liabilities are
reasonable. The group’s booked
insurance liabilities lie within what
we consider to be a reasonable
range of estimates.
In addition, we consider that the
disclosures made are satisfactory,
and they provide information that
assists in understanding the
uncertainty inherent in the valuation
of insurance liabilities.
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Our application of materiality
We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements on the audit and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to influence the economic decisions of the users
of the financial statements. Materiality provides a basis for determining the nature and extent of our audit procedures.
We determined materiality for the Group to be £1.9 million (2020: £2.4 million): which is 5% of profit before tax. We base our materiality on Profit before tax as this is the
key metric used by management in measuring and reporting on the performance of the business. This provided a basis for determining the nature, timing and extent of
risk assessment procedures, identifying and assessing the risk of material misstatement and determining the nature, timing and extent of further audit procedures.
We determined materiality for the Parent Company to be £5.8 million (2020: £5.8million), which is 1% (2020: 1%) of net assets. Although higher than the group’s
materiality threshold, the Parent company primarily holds the investments in Group entities and, therefore, net assets is considered to be the key focus for users of
the financial statements and thus we deem this appropriate basis to use.
We calculated materiality at the planning stage of the audit and then during the course of our audit, we reassessed initial materiality based on profit before tax for
the year ended 31 December 2021.
Performance materiality
The application of materiality at the individual account or balance level. It is set at an amount to reduce to an appropriately low level the probability that the aggregate
of uncorrected and undetected misstatements exceeds materiality.
On the basis of our risk assessments, together with our assessment of the Group’s overall control environment, our judgement was that performance materiality
was 75% (2020: 75%) of our planning materiality, namely £1.4 million (2020: £1.8 million). Our objective in adopting this approach is to ensure that total uncorrected
and undetected audit difference do not exceed our materiality of £1.4 million for the financial statements as a whole.
Reporting threshold
An amount below which identified misstatements are considered as being clearly trivial.
We agreed with the Audit Committee that we would report to them all uncorrected audit differences in excess of £0.1 million (2020: £0.1 million), which is set at
5% of planning materiality, as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light of other relevant qualitative
considerations in forming our opinion.
Other information
The other information comprises the information included in the Annual Report set out on pages 1 to 85 and 155 to 160, other than the financial statements and our
auditor’s report thereon. The directors are responsible for the other information contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in this report, we do not express
any form of assurance conclusion thereon.
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 course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a material misstatement in the financial statements themselves. If, based on the work we have
performed, we conclude that there is a material misstatement of the other information, we are required to report that fact.
We have nothing to report in this regard.
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Opinions on other matters prescribed by the Companies Act 2006
In our opinion, the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
the information given in the Strategic Report and the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the
financial statements; and
the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not
identified material misstatements in the Strategic Report or the Directors’ Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the accounting records 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.
Corporate Governance Statement
The Listing Rules require us to review the directors’ statement in relation to going concern, longer-term viability and that part of the Corporate Governance
Statement relating to the group and company’s compliance with the provisions of the UK Corporate Governance code specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially
consistent with the financial statements or our knowledge obtained during the audit:
Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified set out on page 28;
Directors’ explanation as to its assessment of the company’s prospects, the period this assessment covers and why the period is appropriate set out on page 53;
Directors’ statement on fair, balanced and understandable set out on page 85;
Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 22;
The section of the annual report that describes the review of effectiveness of risk management and internal control systems set out on page 57; and;
The section describing the work of the audit committee set out on page 54 to 56.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on page 85, the directors are responsible for the preparation of the financial statements
and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group and parent company’s ability to continue as a going concern, disclosing,
as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the
parent company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or
error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs (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.
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Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined below, to
detect irregularities, including fraud.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. The extent to which our procedures are
capable of detecting irregularities, including fraud is detailed below.
However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the group and management.
We obtained a general understanding of the legal and regulatory frameworks that are applicable to the Group and determined that the direct laws and regulations
related to elements of company law and tax legislation, and the financial reporting framework. Our consideration of other laws and regulations that may have a
material effect on the financial statements included permissions and supervisory requirements of the Prudential Regulation Authority (‘PRA’), the Financial
Conduct Authority (‘FCA’), and the UK Listing Authority.
We understood how Sabre Insurance Group plc is complying with these legal and regulatory frameworks by making enquiries of management, internal audit and
those responsible for legal andcompliance matters. We also reviewed correspondence between the Group and regulatory bodies, reviewed minutes of the Board
Committee, Risk Committee and attended the Audit Committees and gained an understanding of the Group’s approach to governance demonstrated by the
Board’s approval of the Group’s governance framework.
We assessed the susceptibility of the Group’s financial statements to material misstatement, including how fraud might occur by considering the controls that the
Group has established to address risks identified by the group orthat otherwise seek to prevent, deter or detect fraud. Wealso considered areas of significant
judgement, includingcomplex transactions, performance targets, external pressures and the impact these have on the control environment and their potential to
influence management to manage earnings or influence the perceptions of investors and stakeholders. Where this risk was considered to be higher i.e. within the
valuation of insurance gross and net liabilities accounts, we performed audit procedures to address the identified fraud risk as detailed in the key audit matters
above. Procedures included an assessment of the consistency of operations and controls in place within the group as they transitioned to a hybrid working model
throughout a large proportion of 2021; we made enquiries with management both in person and via the use of video conferencing as well as performed analytical
review procedures to assess for unusual movements throughout the year. These procedures to address the risk identified, also incorporated unpredictability into
the nature, timing and/or extent of our testing, challenging assumptions and judgements made by management within their forward-looking information.
Additionally, we tested manual journals, to provide reasonable assurance that the financial statements were free from fraud or error.
Based on our understanding we designed our audit procedures to identify non-compliance with such laws and regulations impacting the group. Our procedures
involved making enquiry of those charged withgovernance and senior management for their awareness of any non-compliance of laws or regulations; inquiring about
the policies that have been established toprevent non-compliance with laws and regulations byofficers and employees both at a group; inquiring about the
Group’smethods of enforcing and monitoring compliancewith such policies; and inspecting significant correspondence with FCA, PRA and UK Listing Authority Rules
The Group operates in the insurance industry which is a highly regulated environment. As such the Senior Statutory Auditor considered the experience and expertise
of the engagement team to ensure that the team had the appropriate competence and capabilities, which included the use of specialists where appropriate.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at
https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
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Other matters we are required to address
We were appointed by the company on 8 March 2018 to audit the financial statements for the year ending 31 December 2017 and subsequent financial periods.
The period of total uninterrupted engagement including previous renewals and reappointments is 5 years, covering the years ending 31 December 2017 to 31
December 2021.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group or the parent company and we remain independent of the group
and the parent company in conducting the audit.
The audit opinion is consistent with the additional report to the audit committee.
Use of our report
This report is made solely to the companys members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the companys members those matters we are required to state to them in an auditors 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.
STUART WILSON SENIOR STATUTORY AUDITOR
for and on behalf of Ernst & Young LLP, Statutory Auditor
London
21 March 2022
1. The maintenance and integrity of the Sabre Insurance PLC web site is the responsibility of the directors; the work carried out by the auditors does not involve consideration of these matters and,
accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the web site.
2. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
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2021 2020
Notes £’k £’k
Gross written premium 169,322 173,235
Less: Reinsurance premium ceded (21,233) (20,390)
Net written premium 148,089 152,845
Less: Change in unearned premium reserve
Gross amount 3.1.1 (3,426) 12,527
Reinsurers’ share 3.1.1 779 335
Net earned premium 145,442 165,707
Interest income on financial assets using effective interest rate method 4.8 1,210 1,417
Net fair value losses on derecognition of financial assets measured at fair value through OCI (16)
Instalment income 3,924 4,607
Other operating income 7 2,098 2,171
Total income 152,658 173,902
Insurance claims 3.4 (104,984) (104,043)
Insurance claims recoverable from reinsurers 3.4 23,969 15,933
Net insurance claims (81,015) (88,110)
Finance costs 5.2 (16) (13)
Commission expenses (12,942) (14,287)
Operating expenses 8 (21,486) (22,370)
Total expenses (34,444) (36,670)
Profit before tax 37,199 49,122
Tax charge 10 (7,059) (9,324)
Profit for the year attributable to ordinary shareholders 30,140 39,798
Basic Earnings Per Share (pence per share) 19 12.09 15.98
Diluted Earnings Per Share (pence per share) 19 11.98 15.82
The attached notes on pages 98 to 147 form an integral part of these financial statements.
Consolidated
Profit Or Loss
Account
for the year ended 31 December 2021
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2021 2020
Notes £’k £’k
Profit for the year attributable to ordinary shareholders 30,140 39,798
Items that are or may be reclassified subsequently to profit or loss
Fair value (losses)/gains on debt securities 4.9 (5,658) 2,436
Realised losses transferred to profit or loss account 16
Tax credit/(charge) 1,069 (463)
(4,573) 1,973
Items which will not be reclassified to profit or loss
Revaluation losses on owner-occupied properties 9.1 (165)
Tax credit 31
(134)
Total other comprehensive (loss)/income for the year (4,573) 1,839
Total comprehensive income for the year attributable to ordinary shareholders 25,567 41,637
The attached notes on pages 98 to 147 form an integral part of these financial statements.
Consolidated
Statement of
Comprehensive
Income
for the year ended 31 December 2021
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2021 2020
Notes £’k £’k
Assets
Goodwill 14 156,279 156,279
Property, plant and equipment 9.1 4,066 4,174
Right-of-use asset 9.2 187 189
Reinsurance assets 3.1 112,312 99,921
Deferred tax assets 11 820
Deferred acquisition costs 3.1.2 13,791 14,791
Insurance receivables 3.2 38,003 33,976
Loans and other receivables 4.4 74 84
Current tax assets 369
Prepayments, accrued income and other assets 13 821 868
Financial investments 4.1 234,667 246,281
Cash and cash equivalents 4.5 30,611 37,904
Total assets 591,631 594,836
Equity
Issued share capital 15 250 250
Own shares (2,257) (1,494)
Merger reserve 48,525 48,525
FVOCI reserve (2,363) 2,210
Revaluation reserve 831 831
Share-based payments reserve 1,841 1,817
Retained earnings 205,900 214,261
Total equity 252,727 266,400
Liabilities
Insurance liabilities 3.1 232,516 226,546
Unearned premium reserve 3.1 90,776 87,350
Lease liability 5.1 193 194
Deferred tax liability 11 125
Insurance payables 3.3 7,115 6,246
Trade and other payables 5.3 5,831 5,530
Current tax liabilities 580
Accruals 1,893 2,445
Total liabilities 338,904 328,436
Total equity and liabilities 591,631 594,836
The attached notes on pages 98 to 147 form an integral part of these financial statements.
Consolidated
Statement of
Financial Position
as at 31 December 2021
The financial statements were approved by the
Board of Directors and authorised for issue on
21March 2022.
Signed on behalf of the Board of Directors by:
ADAM WESTWOOD
Chief Financial Officer
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2021 2020
Notes £’k £’k
ORDINARY SHAREHOLDERS’ EQUITY – at 1 January 15 250 250
At 31 December 250 250
OWN SHARES – at 1 January 16 (1,494) (1,061)
Net movement in own shares (763) (433)
At 31 December (2,257) (1,494)
MERGER RESERVE – at 1 January 17 48,525 48,525
At 31 December 48,525 48,525
FVOCI RESERVE – at 1 January 17 2,210
Implementation of IFRS 9 “Financial Instruments” 237
FVOCI RESERVE – adjusted at 1 January 2020 2,210 237
Fair value (losses)/gains on debt securities (5,658) 2,436
Realised losses transferred to profit or loss account 16
Tax credit/(charge) 1,069 (463)
At 31 December (2,363) 2,210
REVALUATION RESERVE – at 1 January 17 831 965
Revaluation losses on owner-occupied properties (165)
Tax credit 31
At 31 December 831 831
SHARE-BASED PAYMENT RESERVE – at 1 January 17 1,817 1,362
Settlement of share-based payments (1,051) (1,193)
Charge in respect of share-based payments 1,075 1,648
At 31 December 1,841 1,817
RETAINED EARNINGS – at 1 January 214,261 217,376
Implementation of IFRS 9 “Financial Instruments” (237)
RETAINED EARNINGS – adjusted at 1 January 2020 214,261 217,139
Share-based payments (115) 1,193
Profit for the year attributable to ordinary shareholders 30,140 39,798
Ordinary dividends paid (38,386) (43,869)
At 31 December 205,900 214,261
Total equity at 31 December 252,727 266,400
The attached notes on pages 98 to 147 form an integral part of these financial statements.
Consolidated
Statement of
Changes in
Equity
for the year ended 31 December 2021
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2021 2020
Notes £’k £’k
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax for the year 37,199 49,122
Adjustments for:
Depreciation of property, plant and equipment 9.1 136 176
Depreciation of right-of-use assets 9.2 249 252
Share-based payment – equity-settled schemes 16 1,075 1,648
Investment return 4.8 (1,507) (1,680)
Interest on lease liability 9.2 16 13
Expected credit loss 4.6 16 23
Impairment loss on owner-occupied buildings 9.1 65
Operating cash flows before movements in working capital 37,184 49,619
Movements in working capital:
Change in reinsurance assets (12,391) (15,990)
Change in deferred acquisition costs 1,000 1,420
Change in insurance receivables (4,027) 3,778
Change in loans and other receivables 10 (53)
Change in prepayments, accrued income and other assets 47 2,759
Change in insurance liabilities 5,970 14,379
Change in unearned premium reserve 3,426 (12,527)
Change in insurance creditors 869 237
Change in trade and other payables 301 (936)
Change in accruals (552) 1,239
Cash generated from operating activities before investment of insurance assets 31,837 43,925
Taxes paid (5,988) (14,673)
Net cash generated from operating activities before investment of insurance assets 25,849 29,252
Interest and investment income received 4,273 7,115
Net proceeds from the sale, maturity and purchases of invested assets 3,191 14,325
Net cash generated from operating activities 33,313 50,692
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, plant and equipment 9.1 (28) (12)
Net cash used by investing activities (28) (12)
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of principal portion of lease liabilities 9.2 (264) (264)
Net cash used in acquiring and disposing of own shares (1,928) (433)
Dividends paid 12 (38,386) (43,870)
Net cash used by financing activities (40,578) (44,567)
Net (decrease)/increase in cash and cash equivalents (7,293) 6,113
Cash and cash equivalents at the beginning of the year 37,904 31,791
Cash and cash equivalents at the end of the year 4.5 30,611 37,904
Consolidated
Statement of
Cash Flows
for the year ended 31 December 2021
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Notes to the
Consolidated
Financial
Statements
for the year ended 31 December 2021
Corporate information
Sabre Insurance Group plc is a company
incorporated in the United Kingdom and registered
in England and Wales.
The address of the registered office is Sabre House,
150 South Street, Dorking, Surrey, RH4 2YY, England.
The nature of the Group’s operations is the writing of
general insurance for motor vehicles and
motorcycles. The Company’s principal activity is that
of a holding company.
1. ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of these consolidated and company financial statements are included in the specific notes to which they
relate. These policies have been consistently applied to all the years presented, unless otherwise indicated.
1.1. Basis of preparation
The financial statements of the Company have been prepared in accordance with UK-adopted international accounting standards, comprising International
Accounting Standards (“IAS”) and International Financial Reporting Standards (“IFRS”), and the requirements of the Companies Act 2006. Endorsement of
accounting standards is granted by the UK Endorsement Board (“UKEB”).
The financial statements are prepared in accordance with the going concern principle using the historical cost basis, except for those financial assets that have been
measured at fair value. The preparation of the financial statements necessitates the use of estimates, assumptions and judgements that affect the reported
amounts in the statement of financial position and the statement of profit or loss and other comprehensive income. Where appropriate, details of estimates are
presented in the accompanying notes to the consolidated financial statements.
As the full impact of climate change is currently unknown, it is not possible to consider all possible future outcomes when determining the value of assets, liabilities
and the timing of future cash flows. The Group’s view is that any reasonable impact of climate change would not have a material impact on the valuation of assets
and liabilities at the year-end date.
The financial statements values are presented in pounds sterling (£) rounded to the nearest thousand (£’k), unless otherwise indicated.
The Group presents its statement of financial position broadly in order of liquidity. An analysis regarding recovery or settlement within 12 months after the reporting
date (current) and more than 12 months after the reporting date (non-current) is presented in the respective notes.
Financial assets and financial liabilities are offset and the net amount reported in the statement of financial position only when there is a legally enforceable right to
offset the recognised amounts and there is an intention to settle on a net basis, or to realise the assets and settle the liability simultaneously.
As permitted by IFRS 4 “Insurance Contracts, the Group continues to apply the existing accounting policies that were applied prior to the adoption of IFRS, with
certain modifications allowed by the standard effective subsequent to adoption for its insurance contracts.
1.2. Going concern
The consolidated annual financial statements have been prepared on a going concern basis. The Directors have a reasonable expectation that the Group has
adequate resources to continue in operation for at least the next 12 months to 31 March 2023 and that therefore it is appropriate to adopt a going concern basis for
the preparation of the financial statements.
In making their assessment, the Directors took into account the potential impact of the principal risks that could prevent the Group from achieving its strategic
objectives. The assessment was based on the Group’s ORSA, which brings together management’s view of current and emerging risks, with scenario-based
analysis and reverse stress testing to form a conclusion as to the financial stability of the Group. Consideration was also given to what the Group’s considers its
principal risks which are set out in the "Principal Risks and Uncertainties" section on pages 19 to 26. The assessment also included consideration of any scenarios
which might cause the Group to breach its solvency requirements which are not otherwise covered in the risk-based scenario testing.
We have assessed the short, medium and long-term risks associated with climate change. Given the geographical diversity of the Group’s policyholders within the
UK and the Group’s reinsurance programme, it is highly unlikely that a climate event will materially impact Sabre’s ability to continue trading. More likely is that the
costs associated with the transition to a low-carbon economy will impact the Group’s indemnity spend, as electronic vehicles are currently relatively expensive to
fix. We expect that this is somewhat, or perhaps completely, offset by advances in technology reducing the frequency of claims, in particular bodily injury claims
which are generally far more expensive than damage to vehicles. These changes in the costs of claims are gradual and as such reflected in our claims experience
and fed into the pricing of our policies. However, if the propensity to travel by car decreases overall this could impact the Group’s income in the long term, but this is
not expected to be material within the viability period of three years. We do not consider it plausible that such a decrease would be as severe as the scenarios that
we have modelled as part of our viability testing exercise.
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1.3. New and amended standards and interpretations adopted by the Group
Interest Rate Benchmark Reform – Phase 2 (Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16)
Following completion of the second part of the IASB’s two-phased project, amendments were issued in August 2020 (adopted for use in both the UK and EU in
January 2021) and effective for financial years beginning on or after 1 January 2021.
The amendments address issues that might affect financial reporting as a result of the reform of an interest rate benchmark, including the effects of changes to
contractual cash flows or hedging relationships arising from the replacement of an interest rate benchmark with an alternative benchmark rate. The amendments
provide practical relief from certain requirements in IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 relating to:
changes in the basis for determining contractual cash flows of financial assets, financial liabilities and lease liabilities; and
hedge accounting.
There was no impact on amounts reported for prior years as a result of adoption.
1.4. New and amended standards and interpretations not yet effective in 2021
A number of new standards and interpretations adopted by the UK which are not mandatorily effective, as well as standards interpretations issued by the IASB but
not yet adopted by the UK, have not been applied in preparing these financial statements. The Group does not plan to adopt these standards early; instead it
expects to apply them from their effective dates as determined by their dates of UK endorsement. The Group is still reviewing the upcoming standards to
determine their impact:
IFRS 17: “Insurance Contracts” (IASB effective date: 1 January 2023)
IFRS 10 and IAS 28: Amendment: “Sale or Contribution of Assets between an Investor and its Associate or Joint Venture” (IASB effective date: optional)
IFRS 17 – “Insurance Contracts”
The effective date for IFRS 17 is 1 January 2023. IFRS 17 will change the way insurance contracts are accounted for and reported. Revenue will no longer be equal
to premiums written but instead reflect a change in the contract liability on which consideration is expected. On initial assessment the major change will be on the
presentation of the statement of profit or loss, with premium and claims figures being replaced with insurance contract revenue, insurance service expense and
insurance finance income and expense. IFRS 17 also has additional disclosure requirements.
IFRS 17 prescribes a comprehensive model, the general model, which requires entities to measure an insurance contract at initial recognition as the total of the
fulfilment cash flows (comprising the estimated future cash flows, an adjustment to reflect the time value of money and an explicit risk adjustment for non-financial
risk) and the contractual service margin. The fulfilment cash flows are remeasured on a current basis each reporting period. The unearned profit (contractual service
margin) is recognised over the coverage period.
IFRS 17 also provides a simplification to the general model, the premium allocation approach (“PAA). This simplified approach is applicable for certain types of
contracts, including those with a coverage period of one year or less. The liability for remaining coverage is similar to the current premium reserve profile recognised
over time. The principles of the general model remain applicable to the liability for incurred claims.
All contracts issued by the Group are for one year or less and the Group expects to apply the PAA model to all insurance contracts written.
The Group is continuously assessing the impact of the design decision and relevant accounting policy choices. The Group’s assessment of the requirements of the
standard against current data, processes and valuation models does not indicate a material impact on the Group’s financial results.
1. ACCOUNTING POLICIES
CONTINUED
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Notes to the Consolidated
Financial Statements
continued
2. RISK AND CAPITAL MANAGEMENT
2.1. Risk management framework
The Sabre Insurance Group plc Board is responsible for prudent oversight of the Group’s business and financial operations, ensuring that they are conducted in
accordance with sound business principles and with applicable laws and regulations, and ensure fair customer outcomes. This includes responsibility to articulate
and monitor adherence to the Boards appetite for exposure to all risk types. The Board also ensures that measures are in place to provide independent and
objective assurance on the effective identification and management of risk and on the effectiveness of the internal controls in place to mitigate those risks.
The Board has set a robust risk management strategy and framework as an integral element in its pursuit of business objectives and in the fulfilment of its
obligations to shareholders, regulators, customers and employees.
The Group’s risk management framework is proportionate to the risks that we face. Our assessment of risk is not static; we continually reassess the risk
environment in which the Group operates and ensure that we maintain appropriate mitigation in order to remain within our risk appetite. The Group’s Management
Risk and Compliance Forum gives management the regular opportunity to review and discuss the risks which the Group faces, including but not limited to any
breaches, issues or emerging risks. The Forum also works to ensure that adequate mitigation for the risks the Group is exposed to, are in place.
2.2. Underwriting risk
The principal risk the Group faces under insurance contracts is that the actual claims and benefit payments or the timing thereof, differ from expectations. This is
influenced by the frequency of claims, severity of claims, actual benefits paid and subsequent development of long-term claims. Therefore, the objective of the
Group is to ensure that sufficient reserves are available to cover these liabilities.
The Group issues only motor insurance contracts, which usually cover a 12-month duration. For these contracts, the most significant risks arise from severe
weather conditions or single catastrophic events. For longer-tail claims that take some years to settle, there is also inflation risk.
Refer to Note 3.5 for detail on these risks and the way the Group manages them. Note 3.5 also includes the considerations of COVID-19 and climate change.
Further discussion on climate change can be found in the “Principal Risks and Uncertainties” section on pages 19 to 26 and the “Responsibility and Sustainability”
section on pages 37 to 45.
2.3. Credit risk
Credit risk reflects the financial impact of the default of one or more of the Group’s counterparties. The Group is exposed to financial risks caused by a loss in the
value of financial assets due to counterparties failing to meet all or part of their obligations. Key areas where the Group is exposed to credit default risk are:
Failure of an asset counterparty to meet their financial obligations (Note 4.6)
Reinsurer default on presentation of a large claim or dispute of cover (Note 3.6)
Reinsurers default on their share of the Group’s insurance liabilities (Note 3.6)
Default on amounts due from insurance contract intermediaries or policyholders (Note 3.6)
The following policies and procedures are in place to mitigate the Group’s exposure to credit risk:
A Group credit risk policy which sets out the assessment and determination of what constitutes credit risk for the Group. Compliance with the policy is monitored
and exposures and breaches are reported to the Group’s Risk Committee
Reinsurance is placed with counterparties that have a good credit rating and concentration of risk is avoided by following policy guidelines in respect of
counterparties’ limits that are set each year by the Board of Directors and are subject to regular reviews. At each reporting date, management performs an
assessment of creditworthiness of reinsurers and updates the reinsurance purchase strategy, ascertaining suitable allowance for impairment
The Group sets the maximum amounts and limits that may be advanced to corporate counterparties by reference to their long-term credit ratings
The credit risk in respect of customer balances incurred on non-payment of premiums or contributions will only persist during the grace period specified in the
policy document or trust deed until expiry, when the policy is either paid up or terminated. Commission paid to intermediaries is netted off against amounts
receivable from them to reduce the risk of doubtful debts
Refer to Notes 3.6 and 4.6 as indicated above for further information on credit risk.
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Notes to the Consolidated
Financial Statements
continued
2.4. Liquidity risk
Liquidity risk is the potential that obligations cannot be met as they fall due as a consequence of having a timing mismatch or inability to raise sufficient liquid assets
without suffering a substantial loss on realisation. The Group manages its liquidity risk through both ensuring that it holds sufficient cash and cash equivalent assets
to meet all short-term liabilities, and matching the maturity profile of its financial investments to the expected cash outflows.
Refer to Note 6 for further information on liquidity risk.
2.5. Investment concentration risk
Excessive exposure to particular industry sectors or groups can give rise to concentration risk. The Group has no significant investment in any particular industrial
sector and therefore is unlikely to suffer significant losses through its investment portfolio as a result of over-exposure to sectors engaged in similar activities or
which have similar economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other
conditions.
A significant part of the Group’s investment portfolio consists primarily of UK Government bonds and government-backed bonds, therefore the risk of government
default does exist, however the likelihood is extremely remote. The remainder of the portfolio consists of investment grade corporate bonds. The Group continues
to monitor the strength and security of all bonds.
Refer to Note 4.2 for further information on investment concentration risk.
2.6. Operational risk
Operational risk is the risk of loss arising from system failure, human error, fraud or external events. When controls fail to perform, operational risks can cause
damage to reputation, have legal or regulatory implications or can lead to financial loss. The Group cannot expect to eliminate all operational risks, but by operating a
rigorous control framework and by monitoring and responding to potential risks, the Group is able to manage the risks. Controls include effective segregation of
duties, access controls, authorisation and reconciliation procedures, staff education and assessment processes, including the use of internal audit. Business risks
such as changes in environment, technology and the industry are monitored through the Group’s strategic planning and budgeting process.
2.7. Capital management
The Board of Directors has ultimate responsibility for ensuring that the Group has sufficient funds to meet its liabilities as they fall due. The Group carries out
detailed modelling of its assets and liabilities and the key risks to which these are exposed. This modelling includes the Group’s own assessment of its capital
requirements for solvency purposes.
The Group has continued to manage its solvency with reference to the Solvency Capital Requirement (“SCR”) calculated using the Standard Formula. The Group
has developed sufficient processes to ensure that the capital requirements under Solvency II are not breached, including the maintenance of capital at a level higher
than that required through the Standard Formula. The Group considers its capital position to be its net assets on a Solvency II basis and monitors this in the context
of the Solvency II SCR.
The Group aims to retain sufficient capital such that in all reasonably foreseeable scenarios it will hold regulatory capital in excess of its SCR. The Directors currently
consider that this is achieved through maintaining a regulatory capital surplus of 140% to 160%. As at 31 December 2021, the Group holds significant excess
Solvency II capital.
2. RISK AND CAPITAL MANAGEMENT
CONTINUED
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Notes to the Consolidated
Financial Statements
continued
The Group’s IFRS capital comprised:
As at 31 December
2021 2020
£’k £’k
Equity
Issued share capital 250 250
Own shares (2,257) (1,494)
Merger reserve 48,525 48,525
FVOCI reserve (2,363) 2,210
Revaluation reserve 831 831
Share-based payments 1,841 1,817
Retained earnings 205,900 214,261
Total 252,727 266,400
The Solvency II position of the Group both before and after final dividend is given below:
As at 31 December
2021 2020
Pre-dividend £’k £’k
Total tier 1 capital 110,114 122,500
SCR 52,955 60,327
Excess capital 57,159 62,173
Solvency coverage ratio (%) 208% 203%
As at 31 December
2021 2020
Post-dividend £’k £’k
Total tier 1 capital 86,864 93,250
SCR 52,955 60,327
Excess capital 33,909 32,923
Solvency coverage ratio (%) 164% 155%
2. RISK AND CAPITAL MANAGEMENT
CONTINUED
2.7. Capital management continued
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Notes to the Consolidated
Financial Statements
continued
The following table sets out a reconciliation between IFRS net assets and Solvency II net assets before final dividend:
As at 31 December
2021 2020
£’k £’k
Adjusted IFRS net assets 96,448 110,121
Unearned premium reserve 90,776 87,3 5 0
Deferred acquisition costs (13,791) (14,791)
Solvency II premium provision (64,011) (60,674)
IFRS risk margin
(1)
11,229 11,6 4 3
Discount claims provision 2,209 (57)
Change in life reserves (1,903) (227)
Solvency II risk margin (7,63 8) (7, 9 61)
Change in deferred tax (3,205) (2,904)
Solvency II net assets 110,114 122,500
(1) In line with industry practice, the IFRS risk margin is an explicit additional reserve in excess of the actuarial best estimate which is designed to create a margin held in reserves to allow for adverse
development in open claims.
The adjustments set out in the above table have been made for the following reasons:
Adjusted IFRS net assets: Equals Group net assets on an IFRS basis, less Goodwill.
Removal of unearned premium reserve and deferred acquisition costs: The unearned premium reserve must be added back as premium and deferred
acquisition costs must be removed as they are not deferred under Solvency II.
Solvency II premium provision: A premium reserve reflecting the future cash in and out flows in respect of insurance contracts is calculated and this must be
discounted under Solvency II.
IFRS risk margin: Solvency II reserves must reflect a true “best estimate” basis. Therefore, the IFRS risk margin is removed from the claims reserve.
Discount claims provision: The provision held against future claims expenditure for claims incurred is discounted in the same way as the Solvency II premium
provision.
Solvency II risk margin: The Solvency II risk margin represents the premium that would be required were the Group to transfer its technical provisions to a third
party, and essentially reflects the SCR required to cover run-off of claims on existing business. This amount is calculated by the Group through modelling the
discounted SCR on a projected future balance sheet for each year of claims run-off.
Change in deferred tax: As the move to a Solvency II basis balance sheet increases the net asset position of the Group, a deferred tax liability is generated to
offset the increase.
2. RISK AND CAPITAL MANAGEMENT
CONTINUED
2.7. Capital management continued
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Notes to the Consolidated
Financial Statements
continued
Sabre Insurance Group plc’s SCR, expressed on a risk module basis, is set out in the following table:
as at 31 December 2021 as at 31 December 2020
£’k £’k £’k £’k £’k £’k
Interest rate risk 3,359 3,706
Equity risk
Property risk 956 956
Spread risk 4,965 4,748
Currency risk 1,082 1,073
Concentration risk
Correlation impact (3,449) (3,560)
Market risk 6,913 6,923
Counterparty risk 3,403 2,386
Underwriting risk 51,985 53,236
Correlation impact (6,422) (5,991)
Basic SCR 55,879 56,554
Operating risk 6,515 6,677
Loss absorbing effect of deferred taxes (9,439) (2,904)
Total Solvency Capital Requirement 52,955 60,327
The total Solvency Capital Requirement(“SCR”) is primarily driven by the underwriting risk element, which is a function of the Group’s net earned premium (or
projected net earned premium) and the level of reserves held. Therefore, the SCR is broadly driven by the size of the business.
The Group’s capital management objectives are:
to ensure that the Group will be able to continue as going a concern
to maximise the income and capital return to its equity
The Board monitors and review the broad structure of the Group’s capital on an ongoing basis. This review includes consideration of the extent to which revenue in
excess of that which is required to be distributed should be retained.
The Group’s objectives, policies and processes for managing capital have not changed during the historical period.
2. RISK AND CAPITAL MANAGEMENT
CONTINUED
2.7. Capital management continued
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Notes to the Consolidated
Financial Statements
continued
3. INSURANCE LIABILITIES AND REINSURANCE ASSETS
ACCOUNTING POLICY
Claims incurred include all losses occurring through the year, whether reported or not, related handling costs and any adjustments to claims outstanding from previous
years. Significant delays are experienced in the notification and settlement of certain claims, particularly in respect of liability claims, the ultimate cost of which cannot
be known with certainty at the balance sheet date. Reinsurance recoveries (or amounts due from reinsurers) are accounted for in the same period as the related claim.
A. Provision for claims outstanding
The provision for claims outstanding is based on information available at the balance sheet date. Significant delays are experienced in the notification and
settlement of certain claims and accordingly the ultimate cost of such claims cannot be known with certainty at the balance sheet date. Subsequent information
and events may result in the ultimate liability being less than, or greater than, the amount provided. Any differences between provisions and subsequent
settlements are dealt with in the profit or loss account. Claims provisions are not discounted, with the exception of Periodic Payment Orders (“PPOs”), which
are discussed more fully in the “Critical accounting estimates and judgements” section in Note 3.
The provision for claims outstanding includes the following:
Claims Incurred and Reported (individual case estimates)
Claims Incurred but Not Reported (“IBNR”)/Claims Incurred But Not Enough Reported (“IBNER”)
Claims Handling Provision
(i) Claims Incurred and Reported (individual case estimates)
When claims are initially reported, case estimates are set at fixed levels based on previous average claims settlements. As soon as sufficient information
becomes available, the case estimate is amended by a claim handler within the Claims Department to reflect the expected ultimate settlement cost of the claim,
including external claims handling costs. The case estimate will be amended throughout the life of a claim as further information emerges. Case estimates
generally do not allow for possible reductions in our liability due to contributory negligence, favourable court judgments or settlements until these are known to a
high probability. Because of this, the outstanding case reserve recorded is generally greater than the probability-weighted likely settlement amount of the claim.
(ii) Claims Incurred But Not Reported (“IBNR”)/Claims Incurred But Not Enough Reported (“IBNER”)
The Claims IBNR provision consists of two elements:
IBNR – An amount in respect of claims incurred but not yet recorded on the policy administration system (“pure” IBNR), which is typically a “positive”
IBNER – An adjustment to open case reserves, booked at a portfolio level, which converts the open reserve recorded on our underwriting system to a true
“best estimate” basis. If the case reserves held are in excess of a “best estimate” basis, this will result in a “negative” IBNER. If the case reserves are below
a ‘best estimate’ basis, this will result in a “positive” IBNER
The Group refers to these collectively as “IBNR” and unless stated otherwise, when referring to IBNR this always include both elements.
These reserves are calculated using standard actuarial modelling techniques such as chain ladder and Bornhuetter-Ferguson methods. The IBNR adjustment is
set after considering the results of these statistical methods based on, inter alia, historical claims development trends, average claims costs and expected
inflation rates.
(iii) Claims Handling Provision
A provision for claims handling costs is estimated based on the number of outstanding claims at the balance sheet date and the estimated average internal cost
of settling claims.
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Notes to the Consolidated
Financial Statements
continued
B. Provision for unexpired risks
Provision is made for unexpired risks when, after taking account of an element of attributable investment income, it is anticipated that the unearned premiums
will be insufficient to cover future claims and expenses on existing contracts. The expected claims are calculated having regard to events which have occurred
prior to the balance sheet date. Unexpired risk surpluses and deficits are offset when business classes are managed together and a provision is made if an
aggregate deficit arises.
At each reporting date, a liability assessment is performed to ensure the adequacy of the claims liabilities net of deferred acquisition costs and unearned
premium reserves. In performing this assessment, current best estimates of future contractual cash flows and claims handling expenses are used. Any
deficiency is immediately charged to the statement of profit or loss, initially by writing off deferred acquisition costs and subsequently by establishing a provision
for losses arising from the liability assessment (“unexpired risk provision”). There is currently no unexpired risk provision.
C. Deferred acquisition costs
Deferred acquisition costs represent a proportion of commission and other acquisition costs that relate to policies that are in force at the year end. Deferred
acquisition costs are amortised over the period in which the related premiums are earned. Such costs are identified as being directly attributable to the
acquisition of business, or are indirectly attributed to acquisition activity through an allocation exercise.
D. Gross written premiums
Gross written premiums comprise all amounts during the financial year in respect of contracts entered into regardless of the fact that such amounts may relate
in whole or in part to a later financial year. All premiums are shown gross of commission payable to intermediaries (where applicable) and are exclusive of taxes,
duties and levies thereon. Insurance premiums are adjusted by an unearned premium reserve which represents the proportion of premiums written that relate
to periods of risk subsequent to the balance sheet date.
E. Unearned premium reserve (“UPR”)
Unearned premiums are those proportions of the premiums written in a year that relate to the periods of risk subsequent to the balance sheet date. They are
computed principally on a daily pro-rata basis.
RISK MANAGEMENT
Refer to Notes 3.5 and 3.6 for detail on risks relating to insurance liabilities and reinsurance assets, and the management thereof.
3. INSURANCE LIABILITIES AND
REINSURANCE ASSETS CONTINUED
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Notes to the Consolidated
Financial Statements
continued
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
Valuation of insurance contracts
The three key elements impacting the valuation of insurance contracts are:
i. Claims reserves
For the valuation of insurance contracts, estimates are made both for the expected ultimate cost of claims reported at the reporting date, consisting of a reserve
for claims incurred and reported, and an estimate of the sufficiency of these reserves (through the calculation of an Incurred But Not Enough Reported
(“IBNER”) estimate, and for the expected ultimate cost of claims incurred, but not yet reported (“IBNR”), at the reporting date). It can take a significant period of
time before the ultimate claims cost can be established with certainty.
ii. Outstanding claims
The ultimate cost of outstanding claims is estimated by using a range of standard actuarial claims projection techniques, such as Chain Ladder and Bornhuetter-
Ferguson methods. The main assumption underlying these techniques is that the Group’s past claims development experience can be used to project future
claims development and hence ultimate claims costs. As such, these methods extrapolate the development of paid and incurred losses, average costs per claim
and claim numbers based on the observed development of earlier years and expected loss ratios. Historical claims development is analysed by accident years
and types of claim. In most cases, no explicit assumptions are made regarding future rates of claims inflation or loss ratios. Instead, the assumptions used are
those implicit in the historical claims development data on which the projections are based. Additional qualitative judgement is used to assess the extent to
which past trends may not apply in future, (e.g., to reflect one-off occurrences, changes in external or market factors such as public attitudes to claiming,
economic conditions, levels of claims inflation, climate change, judicial decisions and legislation, as well as internal factors such as portfolio mix, policy features
and claims handling procedures) in order to arrive at the estimated ultimate cost of claims that present the likely outcome from the range of possible outcomes,
taking account of all the uncertainties involved.
iii. Periodic Payment Orders (“PPO”)
Liability claims may be settled through a PPO, established under the Courts Act 2003, which allows a UK court to award damages for future loss or any other
damages in respect of personal injury. The court may order that the damages either partly or fully take the form of a PPO. To date, the Group has three PPOs
within its reserve for claims incurred and reported. Reinsurance is applied at the claim level, and therefore as PPOs generally result in a liability in excess of the
Group’s reinsurance retention, the net liability on acquisition of a PPO is not significantly different to that arising in a non-PPO situation. Management will
continue to monitor the level of PPO activity. Where management expect the total probability-weighted cash flows for actual and potential PPOs to generate a
net outow following settlement of reinsurance recoveries, this is reflected within the IBNR calculation.
The Group’s insurance liabilities and reinsurance assets are summarised below:
2021 2020
Notes £’k £’k
Outstanding claims 3.1 232,516 226,546
Unearned premium reserve 3.1.1 90,776 87,35 0
Deferred acquisition costs 3.1.2 (13,791) (14,791)
Reinsurance assets 3.1 (112,312) (99,921)
Receivables arising from insurance and reinsurance contracts 3.2 (38,003) (33,976)
Payables arising from insurance and reinsurance contracts 3.3 7,115 6,246
Total 166,301 171,454
A reconciliation between the opening and closing balances is provided in Note 3.7.
3. INSURANCE LIABILITIES AND
REINSURANCE ASSETS CONTINUED
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Notes to the Consolidated
Financial Statements
continued
3.1 Insurance liabilities and reinsurance assets
2021 2020
Notes £’k £’k
GROSS
Claims incurred and reported 309,892 313,164
Claims incurred but not reported (81,272) (90,267)
Claims handling provision 3,896 3,649
Outstanding claims liabilities 3.1.1 232,516 226,546
Unearned premium reserve 3.1.1 90,776 87,35 0
Total insurance liabilities – Gross 323,292 313,896
Expected to be settled within 12 months (excluding UPR) 112,975 100,794
Expected to be settled after 12 months (excluding UPR) 119,541 125,752
RECOVERABLE FROM REINSURERS
Claims incurred and reported (127,812) (123,440)
Claims incurred but not reported 24,184 31,424
Outstanding claims liabilities 3.1.1 (103,628) (92,016)
Unearned premium reserve 3.1.1 (8,684) (7,9 0 5)
Total reinsurers’ share of insurance liabilities (112,312) (99,921)
Expected to be settled within 12 months (excluding UPR) (43,546) (33,541)
Expected to be settled after 12 months (excluding UPR) (60,082) (58,475)
NET
Claims incurred and reported 182,080 189,724
Claims incurred but not reported (57,088) (58,843)
Claims handling provision 3,896 3,649
Outstanding claims liabilities 3.1.1 128,888 134,530
Unearned premium reserve 3.1.1 82,092 79,445
Total insurance liabilities – Net 210,980 213,975
3. INSURANCE LIABILITIES AND
REINSURANCE ASSETS CONTINUED
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Notes to the Consolidated
Financial Statements
continued
3.1.1 Movement in insurance liabilities and reinsurance assets
2021 2020
Gross RI share Net Gross RI share Net
£’k £’k £’k £’k £’k £’k
CLAIMS AND CLAIMS HANDLING EXPENSES
Claims incurred and reported 313,164 (123,440) 189,724 290,963 ( 97,788) 193,175
Claims incurred but not reported (90,267) 31,424 (58,843) (82,565) 21,427 (61,138)
Claims handling provision 3,649 3,649 3,769 3,769
Total at the beginning of the year 226,546 (92,016) 134,530 212,167 (76,361) 135,806
Cash paid for claims settled in the year (92,247) 12,357 (79,890) (82,027) 278 (81,749)
Increase in liabilities
– arising from current year claims 89,480 (8,072) 81,408 100,944 (16,242) 84,702
– arising from prior year claims 8,737 (15,897) (7,160) (4,538) 309 (4,229)
Total at the end of the year 232,516 (103,628) 128,888 226,546 (92,016) 134,530
Claims incurred and reported 309,892 (127,812) 182,080 313,164 (123,440) 189,724
Claims incurred but not reported (81,272) 24,184 (57,0 88) (90,267) 31,424 (58,843)
Claims handling provision 3,896 3,896 3,649 3,649
Total at the end of the year 232,516 (103,628) 128,888 226,546 (92,016) 134,530
Amounts due from reinsurers in respect of claims already paid by the Group on the contracts that are reinsured are included in Note 3.2.
1 January
2020
Cash paid 2020 claims Claims prior
to 2020
31 December
2020
Cash paid 2021 claims Claims prior
to 2021
31 December
2021
Net movement in insurance liabilities
160,000
120,000
140,000
80,000
100,000
40,000
20,000
0
60,000
135,806
(81,749)
84,702
(4,229)
134,530
(79,890)
81,408
(7,160)
128,888
Increase
Decrease
Total
2021 2020
Gross RI share Net Gross RI share Net
£’k £’k £’k £’k £’k £’k
UNEARNED PREMIUM RESERVE
At the beginning of the year 87, 3 50 (7,9 0 5) 79,445 99,877 ( 7,570) 92,307
Charged to the profit or loss account 3,426 (779) 2,647 (12,527) (335) (12,862)
Total at the end of the year 90,776 (8,684) 82,092 87,350 (7,905) 79,445
3. INSURANCE LIABILITIES AND
REINSURANCE ASSETS CONTINUED
S
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Financial Statements
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3.1.2 Movement in deferred acquisition costs
2021 2020
£’k £’k
DEFERRED ACQUISITION COSTS
At the beginning of the year 14,791 16,211
Net decrease during the year (1,000) (1,420)
Total at the end of the year 13,791 14,791
3.2 Receivables arising from insurance and reinsurance contracts
ACCOUNTING POLICY
Insurance receivables are recognised when due and measured on initial recognition at the fair value of the consideration received or receivable. Subsequent to
initial recognition, insurance receivables are measured at amortised cost, using the effective interest rate method. The carrying value of insurance receivables is
reviewed for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable, with the impairment loss recorded in the
profit or loss account.
2021 2020
£’k £’k
Due from brokers and intermediaries 17,954 11,374
Due from policyholders 20,139 22,702
Less: provision for impairment of broker and intermediary receivables (90) (100)
Total at the end of the year 38,003 33,976
The carrying value of insurance and other receivables approximates to fair value. There are no amounts expected to be recovered more than 12 months after the
reporting date.
3.3 Payables arising from insurance and reinsurance contracts
ACCOUNTING POLICY
Payables are recognised when due. Reinsurance payables represent premiums payable to reinsurers in respect of contracts which have been entered into at the
date of the financial position.
2021 2020
£’k £’k
Insurance creditors 1,244 1,034
Amounts due to reinsurers 5,871 5,212
Total at the end of the year 7,115 6,246
Payables arising from insurance and reinsurance contracts are expected to be settled within 12 months. The carrying value of payables approximates fair value.
3. INSURANCE LIABILITIES AND
REINSURANCE ASSETS CONTINUED
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3.4 Insurance claims
2021 2020
Gross RI share Net Gross RI share Net
£’k £’k £’k £’k £’k £’k
Movement in claims provision 97,970 (23,969) 74,001 96,525 (15,933) 80,592
Movement in claims handling provision 247 247 (119) (119)
Claims handling expenses allocated 6,767 6,767 7,637 7,637
Net insurance claims 104,984 (23,969) 81,015 104,043 (15,933) 88,110
3.4.1 Claims development tables
The presentation of the claims development tables for the Group is based on the actual date of the event that caused the claim (accident year basis).
Gross outstanding claims liabilities
Accident year
2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 Total
£’k £’k £’k £’k £’k £’k £’k £’k £’k £’k £’k
Estimate of ultimate claims costs
At the end of the accident year 103,139 84,939 75,649 103,599 111,518 165,707 120,077 126,981 101,965 89,233
– One year later 103,989 70,567 65,639 9 0,133 100,935 131,803 108,089 122,663 97,953
– Two years later 94,297 6 3,197 62,039 82,537 94,294 123,651 107,988 127,225
– Three years later 65,313 79,845 60,301 79,845 91,336 122,674 113,257
– Four years later 97,170 68,763 59,149 7 7,095 90,789 124,128
– Five years later 94,150 64,290 58,367 77,0 3 8 92,629
– Six years later 88,795 6 3,15 3 58,718 77,4 6 9
– Seven years later 88,016 63,088 58,438
– Eight years later 87,2 9 5 63,213
– Nine years later 87, 3 01
Current estimate of cumulative claims 8 7,301 63,213 58,438 77,4 6 9 92,629 124,128 113,257 127,2 25 97,953 89,233
Cumulative payments to date (83,662) (59,810) ( 57,779) (74,441) (87,991) (79,963) (89,530) (92,946) (55,416) (35,534)
Liability recognised in balance sheet 3,639 3,403 659 3,028 4,638 4 4,165 23,727 34,279 42,537 53,699 213,774
2011 and prior 14,846
Claims handling provision 3,896
Total 232,516
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REINSURANCE ASSETS CONTINUED
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Net outstanding claims liabilities
Accident year
2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 Total
£’k £’k £’k £’k £’k £’k £’k £’k £’k £’k £’k
Estimate of ultimate claims costs
At the end of the accident year 89,901 77,316 74,609 97,28 8 104,808 106,478 111,4 33 115,011 85,723 81,161
– One year later 81,403 64,071 65,639 85,814 93,664 96,446 99,649 111,5 5 0 81,882
– Two years later 75,938 59,301 60,953 81,16 4 87,824 91,806 98,641 111,347
– Three years later 73,606 57,73 9 59,741 77, 8 6 9 85,243 91,179 99,071
– Four years later 74,304 56,947 59,008 76,409 84,995 88,545
– Five years later 72,731 56,892 58,259 76,254 84,891
– Six years later 76,624 56,593 58,481 76,011
– Seven years later 72,296 56,572 5 8,198
– Eight years later 72,237 56,685
– Nine years later 72,249
Current estimate of cumulative claims 72,249 56,685 5 8,198 76,011 84,891 88,545 99,071 111,347 81,882 81,161
Cumulative payments to date (72,531) (54,495) (57,561) (74,353) (82,161) (79,848) (86,493) (9 0,19 8) (55,187) (35,534)
Liability recognised in balance sheet (282) 2,190 637 1,658 2,730 8,697 12,578 21,149 26,695 45,627 121,679
2011 and prior 3,313
Claims handling provision 3,896
Total 128,888
The 2012 negative net liability reflects a reinsurance recovery due to the Group for a claim payment made by the Goup at the end of December 2021.
3.5 Underwriting risk
The principal risk the Group faces under insurance contracts is that the actual claims and benefit payments or the timing thereof, differ from expectations. This is
influenced by the frequency of claims, severity of claims, actual benefits paid and subsequent development of long-term claims. Therefore, the objective of the
Group is to ensure that sufficient reserves are available to cover these liabilities.
The Group issues only motor insurance contracts, which usually cover a 12-month duration. For these contracts, the most significant risks arise from severe
weather conditions or single catastrophic events. For longer-tail claims that take some years to settle, there is also inflation risk.
The above risk exposure is mitigated by diversification across a large portfolio of policyholders and geographical areas within the UK. The variability of risks is
improved by careful selection and implementation of underwriting strategies, which are designed to ensure that risks are diversified in terms of type of risk and
level of insured benefits. This is largely achieved through diversification across policyholders. Furthermore, strict claim review policies to assess all new and
ongoing claims, regular detailed review of claims handling procedures and frequent investigation of possible fraudulent claims are all policies and procedures put in
place to reduce the risk exposure of the Group. The Group further enforces a policy of actively managing and promptly pursuing claims, in order to reduce its
exposure to unpredictable future developments that can negatively impact the business. Inflation risk is mitigated by taking expected inflation into account when
estimating insurance contract liabilities.
The Group purchases reinsurance as part of its risk mitigation programme. Reinsurance ceded is placed on a non-proportional basis. This non-proportional
reinsurance is excess-of-loss, designed to mitigate the Group’s net exposure to single large claims or catastrophe losses. The current reinsurance programme in
place has a retention limit of £1m, with no upper limit. Amounts recoverable from reinsurers are estimated in a manner consistent with the outstanding claims
provision and are in accordance with the reinsurance contracts. Although the Group has reinsurance arrangements, it is not relieved of its direct obligations to its
policyholders and thus a credit exposure exists with respect to ceded reinsurance, to the extent that any reinsurer is unable to meet its obligations assumed under
such reinsurance agreements. The Group’s placement of reinsurance is diversified such that it is not dependent on a single reinsurer. There is no single
counterparty exposure that exceeds 25% of total reinsurance assets at the reporting date.
3. INSURANCE LIABILITIES AND
REINSURANCE ASSETS CONTINUED
3.4 Insurance claims continued
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Key assumptions
The principal assumption underlying the liability estimates is that the Group’s future claims development will follow a similar pattern to past claims development
experience. This includes assumptions in respect of average claim costs, claim handling costs, claim inflation factors and claim numbers for each accident year.
Additional qualitative judgements are used to assess the extent to which past trends may not apply in the future, for example: one-off occurrence; changes in
market factors such as public attitude to claiming: economic conditions; and internal factors such as portfolio mix, policy conditions and claims handling procedures.
Judgement is further used to assess the extent to which external factors such as judicial decisions and government legislation affect the estimates.
Other key circumstances affecting the reliability of assumptions include variation in interest rates and delays in settlement.
Sensitivities
The motor claim liabilities are primarily sensitive to the reserving assumptions noted above. It has not been possible to quantify the sensitivity of certain
assumptions such as legislative changes or uncertainty in the estimation process.
The following analysis is performed for reasonably possible movements in key assumptions with all other assumptions held constant, showing the impact on profit
before tax and equity. The correlation of assumptions will have a significant effect in determining the ultimate claims liabilities, but to demonstrate the impact due to
changes in assumptions, assumptions had to be changed on an individual basis. It should be noted that movements in these assumptions are non-linear.
The table shows the impact of a 10% increase in the gross loss ratio applied to all underwriting years which have a material outstanding claims reserve, and a 10% increase
in gross outstanding claims across all underwriting years, taking into account the impact of an increase in the operational costs associated with handling those claims.
Decrease
in profit aer tax
Decrease
In total equity
2021 2020 2021 2020
At 31 December £’k £’k £’k £’k
Insurance risk
Impact of a 10% increase in gross loss ratio (7,921) (9,945) (7,921) (9,945)
Impact of a 10% increase in gross outstanding claims and claims provision (8,710) (8,971) (8,710) (8,971)
A substantial increase in individually large claims which are over our reinsurance retention limit, generally will have no impact on profit before tax. The table shows
the impact of a 10% increase on a net basis.
Decrease
in profit aer tax
Decrease
In total equity
2021 2020 2021 2020
At 31 December £’k £’k £’k £’k
Insurance risk
Impact of a 10% increase in net loss ratio (9,739) (12,239) (9,739) (12,239)
Impact of a 10% increase in net outstanding claims and claims provision (10,440) (10,897) (10,440) (10,897)
COVID-19
Management has evaluated the short-term impact of COVID-19 on the Group’s earnings and capital position, and has assessed the risks associated with this. The
most material risk in the short term is a significant drop in premium. Expectations regarding claims frequency and changes in claims costs and settlement patterns
have been considered in calculating the Group’s insurance liabilities.
Climate change
Management has assessed the short, medium and long-term risks which result from climate change. The short-term risk is low. Given the geographical diversity of the
Group’s policyholders within the UK and the Group’s reinsurance programme, it is highly unlikely that a climate event will materially impact the Group’s ability to continue
trading. More likely is that the costs associated with the transition to a low-carbon economy will impact the Group’s indemnity spend in the medium term, as electronic
vehicles are currently relatively expensive to fix. This is somewhat, or perhaps completely, offset by advances in technology reducing the frequency of claims, in particular
bodily injury claims which are generally far more expensive than damage to vehicles. These changes in the costs of claims are gradual and as such reflected in the Group’s
claims experience and fed into the pricing of policies. However, if the propensity to travel by car decreases overall this could impact the Group’s income in the long term.
Further discussion on climate change can be found in the “Principal Risks and Uncertainties” section on pages 19 to 26 and the “Responsibility and Sustainability” section
on page 37 to 45.
3. INSURANCE LIABILITIES AND
REINSURANCE ASSETS CONTINUED
3.5 Underwriting risk continued
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Financial Statements
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3.6 Insurance related credit risk
Key insurance related areas where the Group is exposed to credit default risk are:
Reinsurers default on presentation of a large claim or dispute of cover
Reinsurers default on their share of the Group’s insurance liabilities
Default on amounts due from insurance contract intermediaries or policyholders
Sabre uses a large panel of secure reinsurance companies. The credit risk of reinsurers included in the reinsurance programme is considered annually by reviewing
their credit worthiness. Sabre’s largest reinsurance counterparty is Munich Re. The credit risk exposure is further monitored throughout the year to ensure that
changes in credit risk positions are adequately addressed.
The following tables demonstrate the Group’s exposure to credit risk in respect of overdue insurance debt and counterparty creditworthiness. Unearned premium
reserve (“UPR”) is excluded as there are no credit risks inherent in them.
Overdue insurance related debt
Neither past
due nor
impaired
Past due 1-90
days
Past due more
than 90 days
Assets that have
been impaired
Carrying value
in the balance
sheet
At 31 December 2021 £’k £’k £’k £’k £’k
Reinsurance assets (excluding UPR) 103,628 103,628
Insurance receivables 37,840 163 38,003
Total 141,468 163 141,631
Neither past
due nor
impaired
Past due1-90
days
Past due more
than 90 days
Assets that have
been impaired
Carrying value
in the balance
sheet
At 31 December 2020 £’k £’k £’k £’k £’k
Reinsurance assets (excluding UPR) 92,016 92,016
Insurance receivables 33,821 155 33,976
Total 125,837 155 125,992
Exposure by credit rating
AAA AA+ to AA- A+ to A- BBB+ to BBB- BB+ and below Not rated Total
At 31 December 2021 £’k £’k £’k £’k £’k £’k £’k
Reinsurance assets (excluding UPR) 72,498 31,130 103,628
Insurance receivables 38,003 38,003
Total 72,498 31,130 38,003 141,631
AAA AA+ to AA- A+ to A- BBB+ to BBB- BB+ and below Not rated Total
At 31 December 2020 £’k £’k £’k £’k £’k £’k £’k
Reinsurance assets (excluding UPR) 66,492 25,524 92,016
Insurance receivables 33,976 33,976
Total 66,492 25,524 33,976 125,992
3. INSURANCE LIABILITIES AND
REINSURANCE ASSETS CONTINUED
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3.7 Reconciliation of opening to closing balances
The below table reconciles the opening and closing balances of insurance liabilities and reinsurance assets.
2021 2020
£’k £’k
Insurance liabilities and reinsurance assets – at the start of the year
Outstanding claims 226,546 212,167
Unearned premium reserve 87,350 99,877
Deferred acquisition costs (14,791) (16,211)
Reinsurance assets (99,921) (83,931)
Receivables arising from insurance and reinsurance contracts (33,976) (37,754)
Payables arising from insurance and reinsurance contracts 6,246 6,009
171,454 180,157
Profit or loss account movements
Net earned premium (145,442) (165,707)
Current year net incurred claims 81,408 84,702
Movement in prior year net incurred claims (7,160) (4,229)
Claims handling expenses 6,767 7,637
Change in deferred acquisition costs 1,000 1,420
(63,427) ( 76,17 7)
Cash flow movements
Premiums received 165,505 176,974
Reinsurance premiums paid (20,574) (20,114)
Claims and other claims expenses paid (86,657) (89,386)
58,274 67, 474
Insurance liabilities and reinsurance assets – at the end of the year 166,301 171,454
3. INSURANCE LIABILITIES AND
REINSURANCE ASSETS CONTINUED
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4. FINANCIAL ASSETS
RISK MANAGEMENT
Refer to the following notes for detail on risks relating to financial assets:
Investment concentration risk – Note 4.2
Credit risk – Note 4.6
Liquidity risk – Note 6
The Group’s financial assets are summarised below:
2021 2020
Notes £’k £’k
Debt securities held at fair value through other comprehensive income 4.1.1 234,667 246,281
Loans and receivables 4.4 74 84
Cash and cash equivalents 4.5 30,611 37, 9 0 4
Total 265,352 284,269
4.1 Debt securities at fair value
4.1.1 Debt securities held at fair value through other comprehensive income
ACCOUNTING POLICY – FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE
Classification
The Group classifies the following financial assets at fair value through other comprehensive income (“FVOCI”):
Debt securities
A debt instrument is measured at FVOCI only if it meets both of the following conditions and is not designated at fair value through the profit or loss account (“FVTPL”):
The asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets
The contractual terms of the financial asset give rise to cash flows that are solely payments of principal and interest (“SPPI”) on the principal amount
outstanding on specified dates
Recognition and measurement
At initial recognition, the Group measures debt securities through other comprehensive income at fair value, plus the transaction costs that are directly
attributable to the acquisition of the financial asset. Debt securities at FVOCI are subsequently measured at fair value.
Impairment
At each reporting date, the Group assesses debt securities at FVOCI for impairment. Under IFRS 9 a “three-stage” model for calculated Expected Credit Losses
(“ECL”) is used, and is based on changes in credit quality since initial recognition. Refer to Note 4.6.
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The Group’s debt securities held at fair value through other comprehensive income are summarised below:
2021 2020
£’k % holdings £’k % holdings
Government bonds 86,192 36.73% 121,859 49.48%
Government-backed securities 83,878 35.74% 84,210 3 4.19%
Corporate bonds 64,597 27.53% 40,212 16.33%
Total 234,667 100.00% 246,281 100.00%
4.2. Investment concentration risk
Excessive exposure to particular industry sectors or groups can give rise to concentration risk. The Group has no significant investment concentration in any particular
industrial sector and therefore is unlikely to suffer significant losses through its investment portfolio as a result of over-exposure to sectors engaged in similar activities
or which have similar economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other
conditions.
A significant part of the Group’s investment portfolio consists primarily of UK Government bonds and government-backed bonds, therefore the risk of government
default does exist, however the likelihood is extremely remote. The remainder of the portfolio consists of investment grade corporate bonds. The Group continues
to monitor the strength and security of all bonds.
The Group’s exposure by geographical area is outlined below:
Government
bonds
Government-
backed
securities
Corporate
bonds Total
At 31 December 2021 £’k £’k £’k £’k % holdings
United Kingdom 86,192 105 28,460 114,757 48.90%
Europe 55,786 26,446 82,232 35.04%
North America 27,987 9,691 37,678 16.06%
Total 86,192 83,878 64,597 234,667 100.00%
Government
bonds
Government-
backed
securities
Corporate
bonds Total
At 31 December 2020 £’k £’k £’k £’k % holdings
United Kingdom 121,859 10,505 17,9 22 150,286 61.02%
Europe 61,018 15,727 76,745 31.16%
North America 12,687 6,563 19,250 7.82%
Total 121,859 84,210 40,212 246,281 100.00%
4. FINANCIAL ASSETS CONTINUED
Investment concentration – by area
United Kingdom 48.90%
Europe
35.04%
North America
16.06%
Investment concentration – by type
Government bonds 36.73%
Government-backed securities
35.74%
Corporate bonds
27.53%
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The Group’s exposure by investment type for government-backed securities and corporate bonds is outlined below:
Agency Supranational Total
At 31 December 2021 £’k £’k £’k
Government-backed securities 48,987 34,891 83,878
% of holdings 58.40% 41.60% 100.00%
Financial Industrial Utilities Total
At 31 December 2021 £’k £’k £’k £’k
Corporate bonds 30,642 31,863 2,092 64,597
% of holdings 47.43% 49.33% 3.24% 100.00%
Agency Supranational Total
At 31 December 2020 £’k £’k £’k
Government-backed securities 59,309 24,901 84,210
% of holdings 70.43% 29.57% 100.00%
Financial Industrial Utilities Total
At 31 December 2020 £’k £’k £’k £’k
Corporate bonds 21,863 16,160 2,189 40,212
% of holdings 54.37% 40.19% 5.44% 100.00%
4. FINANCIAL ASSETS CONTINUED
4.2. Investment concentration risk
continued
Corporate bonds – by industry
Financial 47.43%
Industrial
49.33%
Utilities
3.24%
Government-backed - by type
Agency 58.40%
Supranational
41.60%
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4.3. Fair value
ACCOUNTING POLICY
Fair value is the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date, or in its absence,
the most advantageous market to which the Group has access at that date.
The Group measures the fair value of an instrument using the quoted bid price in an active market for that instrument. A market is regarded as active if
transactions for the asset take place with sufficient frequency and volume to provide pricing information on an ongoing basis.
The fair value of financial instruments traded in active markets is based on quoted market prices at the statement of financial position date. A market is regarded
as active if quoted prices are readily and regularly available from the stock exchange or pricing service, and those prices represent actual and regularly occurring
market transactions on an arm’s length basis. The quoted market price used for financial assets held by the Group is the closing bid price.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement
date. Fair value measurements are based on observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while
unobservable inputs reflect the Group’s view of market assumptions in the absence of observable market information.
IFRS 13 requires certain disclosures which require the classification of financial assets and financial liabilities measured at fair value using a fair value hierarchy that
reflects the significance of the inputs used in making the fair value measurement.
Disclosure of fair value measurements by level is according to the following fair value measurement hierarchy:
Level 1: fair values measured using quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2: fair values measured using valuation techniques for all inputs significant to the measurement other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly or indirectly
Level 3: fair values measured using valuation techniques for any input for the asset or liability significant to the measurement that is not based on observable
market data (unobservable inputs)
Level 1
The fair value of financial instruments traded in active markets is based on quoted market prices at the statement of financial position date. A market is regarded as
active if quoted prices are readily and regularly available from the stock exchange or pricing service, and those prices represent actual and regularly occurring market
transactions on an arm’s length basis. The quoted market price used for financial assets held by the Group is the closing bid price. These instruments are included in
Level 1 and comprise only debt securities classified as fair value through other comprehensive income.
Level 2
The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximise the
use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant input required to fair value an instrument
is observable, the instrument is included in Level 2. The Group has no Level 2 financial instruments.
Level 3
If one or more of the significant inputs are not based on observable market data, the instrument is included in Level 3. The Group has no Level 3 financial
instruments.
4. FINANCIAL ASSETS CONTINUED
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Financial Statements
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The following table summarises the classification of financial instruments:
Level 1 Level 2 Level 3 Total
As at 31 December 2021 £’k £’k £’k £’k
Assets held at fair value
Financial investments 234,667 234,667
Total 234,667 234,667
Level 1 Level 2 Level 3 Total
As at 31 December 2020 £’k £’k £’k £’k
Assets held at fair value
Financial investments 246,281 246,281
Total 246,281 246,281
Transfers between levels
There have been no transfers between levels during the year (2020: no transfers).
4.4. Loans and receivables
ACCOUNTING POLICY
Classification
The Group classifies its loans and receivables as at amortised cost only if both of the following criteria are met:
The asset is held within a business model whose objective is to collect the contractual cash flows
The contractual terms give rise to cash flows that are solely payments of principle and interest
Recognition and measurement
Loans and receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less provision for
expected credit losses.
Impairment
The Group measures loss allowances at an amount equal to lifetime ECL. To measure the expected credit losses, loans and receivables have been grouped
based on shared credit risk characteristics and the days past due to create the categories namely performing, underperforming and not performing. The
expected loss rates are based on the payment profiles of receivables over a period of 36 months before year end. The loss rates are adjusted to reflect current
and forward-looking information on macro-economic factors, such as the socio-economic environment affecting the ability of the debtors to settle the
receivables. Receivables that are 30 days or more past due are considered to be “not performing” and the default rebuttable presumption of 90 days prescribed
by IFRS 9 is not applied.
Performing
Customers have a low risk of default and a strong capacity to meet contractual cash flows.
Underperforming
Loans for which there is a significant increase in credit risk. A significant increase in credit risk is presumed if interest and/or principal repayments are past due.
Not performing
Interest and/or principal repayments are 30 days past due.
4. FINANCIAL ASSETS CONTINUED
4.3. Fair value continued
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Financial Statements
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The Group’s loans and receivables comprises of:
2021 2020
£’k £’k
Other debtors 76 86
Provision for expected credit losses (2) (2)
Total 74 84
The estimated fair values of loans and receivables are the discounted amounts of the estimated future cash flows expected to be received.
The carrying value of loans and receivables approximates fair value. Provision for expected credit losses are based on the recoverability of the individual loans and
receivables.
ECL
rate ECL method Gross
Provision
opening
balance
(Released)/
raised in the
period
Provision
closing balance Net
At 31 December 2021 % £’k £’k £’k £’k £’k £’k
Performing 2.5% Lifetime 76 (2) (2) 74
Underperforming 25.0% Lifetime
Not performing 50.0% Lifetime
Total 76 (2) (2) 74
ECL
rate ECL method Gross
Provision
opening
balance
(Released)/
raised in the
period
Provision
closing balance Net
At 31 December 2020 % £’k £’k £’k £’k £’k £’k
Performing 2.5% Lifetime 86 (2) (2) 84
Underperforming 25.0% Lifetime
Not performing 50.0% Lifetime
Total 86 (2) (2) 84
The forward-looking information considered was deemed to have an immaterial impact on expected credit losses.
4.5. Cash and cash equivalents
ACCOUNTING POLICY – CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand and deposits held on call with banks. Cash and cash equivalents are carried at amortised cost.
2021 2020
£’k £’k
Cash and cash equivalents 30,611 37,9 0 4
Total 30,611 37,9 0 4
Cash and cash equivalents include money market funds with no notice period for withdrawal.
The carrying value of cash and cash equivalents approximates fair value. The full value is expected to be realised within 12 months. While cash and cash equivalents
are also subject to the impairment requirements of IFRS 9 the identified impairment loss was immaterial.
4. FINANCIAL ASSETS CONTINUED
4.4. Loans and receivables continued
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4.6. Credit risk
ACCOUNTING POLICY
Impairment of financial assets
At each reporting date, the Group assesses financial assets measured at amortised cost and debt securities at FVOCI for impairment. Under IFRS 9 a “three-
stage” model for calculated Expected Credit Losses (“ECL”) is used, and is based on changes in credit quality since initial recognition as summarised below:
Performing financial assets
Stage 1: From initial recognition of a financial asset to the date on which an asset has experienced a significant increase in credit risk relative to its initial
recognition, a stage 1 loss allowance is recognised equal to the credit losses expected to result from its default occurring over the earlier of the next 12
months or its maturity date (“12-month ECL”).
Stage 2: Following a significant increase in credit risk relative to the initial recognition of the financial asset, a stage 2 loss allowance is recognised equal to the
credit losses expected from all possible default events over the remaining lifetime of the asset (“Lifetime ECL”). The assessment of whether there has been a
significant increase in credit risk, such as an actual or significant change in instruments external credit rating; significant widening of credit spread; changes in
rates or terms of instrument; existing of forecast adverse change in business, financial or economic conditions that are expected to cause a significant change
in the counterpartys ability to meet its debt obligations; requires considerable judgement, based on the lifetime probability of default (“PD”). Stage 1 and 2
allowances are held against performing loans; the main difference between stage 1 and stage 2 allowances is the time horizon. Stage 1 allowances are
estimated using the PD with a maximum period of 12 months, while stage 2 allowances are estimated using the PD over the remaining lifetime of the asset.
Impaired financial assets
Stage 3: When a financial asset is considered to be credit-impaired, the allowance for credit losses (“ACL”) continues to represent lifetime expected credit
losses, however, interest income is calculated based on the amortised cost of the asset, net of the loss allowance, rather than its gross carrying amount.
Application of the impairment model
The Group applies IFRS 9’s ECL model to two main types of financial assets that are measured at amortised cost or FVOCI:
Other receivables, to which the simplified approach prescribed by IFRS 9 is applied. This approach requires the recognition of a Lifetime ECL allowance on day one.
Debt securities, to which the general three-stage model (described above) is applied, whereby a 12-month ECL is recognised initially and the balance is
monitored for significant increases in credit risk which triggers the recognition of a Lifetime ECL allowance.
ECLs are a probability-weighted estimate of credit losses. The probability is determined by the estimated risk of default which is applied to the cash flow
estimates. On a significant increase in credit risk, from investment grade to non-investment grade, allowances are recognised without a change in the expected
cash flows (although typically expected cash flows do also change) and expected credit losses are rebased from 12-month to lifetime expectations.
The measurement of ECLs considers information about past events and current conditions, as well as supportable information about future events and
economic conditions.
Presentation of impairment
Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets. For debt securities at FVOCI, the loss
allowance is recognised in the profit or loss account and accounted for as a transfer from OCI to profit or loss, instead of reducing the carrying amount of the asset.
Write-offs
Loans and debt securities are written off (either partially or in full) when there is no realistic prospect of the amount being recovered. This is generally the case
when the Group concludes that the borrower does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject
to the write-off.
4. FINANCIAL ASSETS CONTINUED
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Financial Statements
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Exposure by credit rating
AAA AA+ to AA- A+ to A- BBB+ to BBB- BB+ and below Not rated Total
At 31 December 2021 £’k £’k £’k £’k £’k £’k £’k
UK Government bonds 86,192 86,192
Government-backed securities 75,294 8,584 83,878
Corporate bonds 3,128 39,417 22,052 64,597
Loans and other receivables 74 74
Cash and cash equivalents 368 51 30,192 30,611
Total 75,662 97,955 69,609 22,052 74 265,352
AAA AA+ to AA- A+ to A- BBB+ to BBB- BB+ and below Not rated Total
At 31 December 2020 £’k £’k £’k £’k £’k £’k £’k
UK Government bonds 121,859 121,859
Government-backed securities 61,649 12,164 10,397 84,210
Corporate bonds 2,087 20,094 18,031 40,212
Loans and other receivables 84 84
Cash and cash equivalents 20,957 63 16,884 37,9 0 4
Total 82,606 136,173 47, 375 18,031 84 284,269
With exception of loans and other receivables, all the Company’s financial assets are investment grade (AAA to BBB).
4. FINANCIAL ASSETS CONTINUED
4.6. Credit risk continued
UK Government bonds
AAA 0.00%
AA+ to AA-
100.00%
A+ to A-
0.00%
BBB+ to BBB- 0.00%
BB+ and below
0.00%
Not rated
0.00%
Government-backed securities
AAA 89.77%
AA+ to AA-
10.23%
A+ to A-
0.00%
BBB+ to BBB- 0.00%
BB+ and below
0.00%
Not rated
0.00%
Corporate bonds
AAA 0.00%
AA+ to AA-
4.84%
A+ to A-
61.02%
BBB+ to BBB- 34.14%
BB+ and below
0.00%
Not rated
0.00%
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Analysis of credit risk and allowance for ECL
The following table provides an overview of the allowance for ECL provided for on the types of financial assets held by the Group where credit risk is prevalent.
Gross carrying
amount
Allowance for
ECL Net amount
At 31 December 2021 £’k £’k £’k
Government bonds 86,192 (8) 86,18 4
Government-backed securities 83,878 (4) 83,874
Corporate bonds 64,597 (52) 64,545
Loans and other receivables 74 (2) 72
Cash and cash equivalents 30,611 30,611
Total 265,352 (66) 265,286
Gross carrying
amount
Allowance for
ECL Net amount
At 31 December 2020 £’k £’k £’k
Government bonds 121,859 (10) 121,849
Government-backed securities 84,210 (2) 84,208
Corporate bonds 40,212 (36) 40,176
Loans and other receivables 84 (2) 82
Cash and cash equivalents 37,9 0 4 37,90 4
Total 284,269 (50) 284,219
4.7. Interest rate risk – financial assets
Interest rate risk is the risk that the value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Floating rate
instruments expose the Group to cash flow interest risk, whereas fixed interest rate instruments expose the Group to fair value interest risk. Currently the Group
holds only fixed rate securities.
The Group’s interest risk policy requires it to manage the maturities of interest-bearing financial assets and interest-bearing financial liabilities. Interest on fixed
interest rate instruments is priced at inception of the financial instrument and is fixed until maturity.
The Group has a concentration of interest rate risk in UK Government Bonds and other fixed-income securities.
The analysis that follows is performed for reasonably possible movements in key variables with all other variables held constant, showing the impact on profit
before tax and equity. The correlation of variables will have a significant effect in determining the ultimate impact on interest rate risk, but to demonstrate the impact
due to changes in variables, variables had to be changed on an individual basis. It should be noted that movements in these variables are non-linear.
Note that the Group’s investment portfolio has been designed such that the cash flows yielded from investments match the projected outflows inherent primarily within the
claims reserve. While these insurance liabilities are shown on an undiscounted basis under IFRS, their economic value will move broadly in line with the underlying assets.
The impact of any movement in market values, such as those caused by changes in interest rates, is taken through other comprehensive income and has no impact
on profit after tax.
Decrease Decrease
in profit aer tax in total equity
2021 2020 2021 2020
At 31 December £’k £’k £’k £’k
Interest rate
Impact of a 100-basis point increase in interest rates on financial investments (3,861) (1,958)
4. FINANCIAL ASSETS CONTINUED
4.6. Credit risk continued
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4.8. Investment income
ACCOUNTING POLICY
Debt instruments classified as FVOCI are measured using the effective interest rate which allocates the interest income or interest expense over the expected
life of the asset or liability at the rate that exactly discounts all estimated future cash flows to equal the instrument's initial carrying amount. Calculation of the
effective interest rate takes into account fees payable or receivable that are an integral part of the instrument's yield, premiums or discounts on acquisition or
issue, early redemption fees and transaction costs. All contractual terms of a financial instrument are considered when estimating future cash flows.
2021 2020
£’k £’k
Interest income on financial assets using effective interest rate method
Interest income from debt securities 1,507 1,680
Investment fees (308) (331)
Interest income from cash and cash equivalents 11 68
Total 1,210 1,417
4.9. Net gains/(losses) from fair value adjustments on financial assets
ACCOUNTING POLICY
Movements in the fair value of debt instruments classified as FVOCI are taken through the OCI. When the instruments are derecognised, the cumulative gain or
losses previously recognised in OCI is reclassified to profit or loss.
2021 2020
£’k £’k
Profit or loss
Realised fair value losses on debt securities (16)
Realised fair value losses on debt securities reclassified to profit or loss (16)
Other Comprehensive Income
Unrealised fair value (losses)/gains on debt securities (5,674) 2,415
Expected credit loss 16 21
Unrealised fair value (losses)/gains on debt securities through other comprehensive income (5,658) 2,436
Net (losses)/gains from fair value adjustments on financial assets (5,674) 2,436
4. FINANCIAL ASSETS CONTINUED
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Financial Statements
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5. FINANCIAL LIABILITIES
The Group’s financial liabilities are summarised below:
2021 2020
Notes £’k £’k
Financial liabilities at amortised cost
Lease liabilities 5.1 193 194
Trade and other payables, excluding insurance payables 5.3 5,831 5,530
Total 6,024 5,724
5.1. Lease liability
2021 2020
£’k £’k
As at the beginning of the year 194 194
Cash movements
Lease payments (264) (264)
Non-cash movements
Lease extension during the year 247 251
Interest 16 13
As at 31 December 193 194
Current 193 194
Non-current
5.2. Finance costs
ACCOUNTING POLICY
Finance costs are recognised using the effective interest method.
2021 2020
£’k £’k
Interest on lease liabilities 16 13
Total 16 13
5.3. Trade and other payables, excluding insurance payables
ACCOUNTING POLICY
Trade and other payables, including accruals, are recognised when the Group has a present obligation arising from past events, the settlement of which is
expected to result in an outflow of economic benefits from the Group. Trade and other payables are carried at amortised cost.
2021 2020
£’k £’k
Trade and other creditors 321 1,345
Other taxes 5,510 4,18 5
Total 5,831 5,530
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Financial Statements
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6. LIQUIDITY RISK
Liquidity risk is the potential that obligations cannot be met as they fall due as a consequence of having a timing mismatch or inability to raise sufficient liquid assets
without suffering a substantial loss on realisation. The Group manages its liquidity risk through both ensuring that it holds sufficient cash and cash equivalent assets
to meet all short-term liabilities, and matching the maturity profile of its financial investments to the expected cash outflows.
The liquidity of the Group’s insurance liabilities and supporting assets is given in the tables below.
Total Within 1 year 1–3 years 35 years 5–10 years Over 10 years
At 31 December 2021 £’k £’k £’k £’k £’k £’k
Reinsurance assets, excluding UPR
(1)
103,628 43,546 34,496 18,393 7,193
Government bonds 86,192 27,313 22,845 35,001 1,033
Government-backed securities 83,878 8,479 64,752 10,647
Corporate bonds 64,597 2,203 14,034 48,360
Loans and other receivables 74 74
Cash and cash equivalents
(2)
30,611 30,611
Total 368,980 112, 226 136,127 112,401 8,226
Total Within 1 year 1–3 years 35 years 5–10 years Over 10 years
At 31 December 2021 £’k £’k £’k £’k £’k £’k
Insurance liabilities, excluding UPR
(1)
232,516 112,975 75,661 32,848 11,032
Insurance payable 7,115 7,115
Lease liabilities 193 193
Trade and other payables 5,831 5,831
Total 245,655 126,114 75,661 32,848 11,032
(1) Unearned premiums are excluded as there are no liquidity risks inherent in them.
(2) Includes money market funds with no notice period for withdrawal.
Total Within 1 year 1–3 years 35 years 5–10 years Over 10 years
At 31 December 2020 £’k £’k £’k £’k £’k £’k
Reinsurance assets, excluding UPR
(1)
92,016 33,541 34,203 17,6 5 4 6,618
UK Government bonds 121,859 60,861 4 3,158 14,019 3,821
Government-backed securities 84,210 17,338 66,872
Corporate bonds 40,212 6,763 31,263 2,186
Loans and other receivables 84 84
Cash and cash equivalents
(2)
37,9 0 4 37,9 04
Total 376,285 132,390 101,462 129,808 12,625
Total Within 1 year 1–3 years 35 years 5–10 years Over 10 years
At 31 December 2020 £’k £’k £’k £’k £’k £’k
Insurance liabilities, excluding UPR
(1)
226,546 100,794 82,568 33,113 10,071
Insurance payables 6,246 6,246
Lease liabilities 194 194
Trade and other payables 5,530 5,530
Total 238,516 112,764 82,568 33,113 10,071
(1) Unearned premiums are excluded as there are no liquidity risks inherent in them.
(2) Includes money market funds with no notice period for withdrawal.
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7. OTHER OPERATING INCOME
ACCOUNTING POLICY
Other operating income consists of marketing fees, commissions resulting from the sale of ancillary products connected to the Group’s direct business, and
other non-insurance income such as administrative fees charged on direct business. Such income is recognised once the related service has been performed.
Typically, this will be at the point of sale of the product.
2021 2020
£’k £’k
Marketing fees 463 834
Fee income from the sale of auxiliary products and services 196 113
Administration fees 1,439 1,224
Total 2,098 2,171
8. OPERATING EXPENSES
2021 2020
Notes £’k £’k
Employee expenses 8.1 12,338 13,518
Property expenses 331 394
IT expense including IT depreciation 5,125 4,965
Other depreciation 33 45
Industry levies 5,000 5,170
Policy servicing costs 2,282 2,463
Other operating expenses 2,189 3,055
Expected credit loss on financial assets 16 23
Impairment loss on owner-occupied properties 9.1 65
Before adjustments for deferred acquisition costs and claims handling expenses 27, 314 29,698
Adjusted for:
Claims handling expense reclassification (6,767) (7,637)
Movement in deferred acquisition costs 939 309
Total operating expenses 21,486 22,370
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Financial Statements
continued
8.1. Employee expenses
ACCOUNTING POLICY
A. Pensions
For staff who were employees on 8 February 2002, the Group operates a non-contributory defined contribution Group personal pension scheme. The
contribution by the Group depends on the age of the employee.
For employees joining since 8 February 2002, the Group operates a matched contribution Group personal pension scheme where the Group contributes an
amount matching the contribution made by the staff member.
Contributions to defined contribution schemes are recognised in the profit or loss account in the period in which they become payable.
B. Share-based payments
The fair value of equity instruments granted under share-based payment plans are recognised as an expense and spread over the vesting period of the
instrument. The total amount to be expensed is determined by reference to the fair value of the awards made at the grant date, excluding the impact of any
non-market vesting conditions. At the date of each statement of financial position, the Group revises its estimate of the number of equity instruments that are
expected to become exercisable. It recognises the impact of the revision of original estimates, if any, in the profit or loss account, and a corresponding
adjustment is made to equity over the remaining vesting period. The fair value of the awards and ultimate expense are not adjusted on a change in market
vesting conditions during the vesting period.
C. Leave pay
Employee entitlement to annual leave is recognised when it accrues to employees. An accrual ismade for the estimated liability for annual leave as a result of
services rendered by employees upto the statement of financial position date.
The aggregate remuneration of those employed by the Group’s operations comprised:
2021 2020
£’k £’k
Wages and salaries 9,417 9,568
Issue of share-based payments 1,075 1,648
Social security expenses 1,193 1,460
Pension expenses 475 511
Other staff expenses 178 331
Before adjustments for deferred acquisition costs and claims handling expenses 12,338 13,518
Adjusted for:
Claims handling expense reclassification (5,239) (5,696)
Movement in deferred acquisition costs 535 (26)
Employee expenses 7, 634 7,79 6
8. OPERATING EXPENSES CONTINUED
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8.2 Number of employees
The table below analyses the average monthly number of persons employed by the Group’s operations.
2021 2020
Operations 124 130
Support 30 31
Total 154 161
8.3 Directors’ remuneration
Amounts paid to Directors are disclosed within the “Annual Report on Director’s Remuneration” on pages 71 to 81.
8.4 Auditors’ remuneration
The table below analyses the Auditor’s remuneration in respect of the Group’s operations.
2021 2020
£’k £’k
Audit of these financial statements 124 110
Audit of financial statements of subsidiaries of the Group 255 295
Total audit fees 379 405
Fees for non-audit services – Audit-related assurance services 80 78
Total non-audit fees 80 78
Total auditor remuneration 459 483
The above fees exclude irrecoverable VAT of 20%.
8. OPERATING EXPENSES CONTINUED
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Financial Statements
continued
9. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consists of owned and leased assets that do not meet the definition of investment property.
2021 2020
£’k £’k
Property, plant and equipment – owned 4,066 4,174
Property, plant and equipment – leased (Right-of-use assets) 187 189
Total 4,253 4,363
9.1. Owned assets
ACCOUNTING POLICY
A. Owner-occupied property
Owner-occupied properties are held by the Group for use in the supply of services or, for its own administration purposes.
Owner-occupied property is held at fair value, with subsequent revaluation gains taken through other comprehensive income. A fair value assessment of the
owner-occupied property is undertaken at each reporting date with any material changes in fair value recognised. Owner-occupied property is also revalued by
an external qualified surveyor, at least every three years. Owner-occupied land is not depreciated. As the depreciation of owner-occupied buildings is immaterial
and properties are revalued every three years, no depreciation is charged on owner-occupied buildings.
B. Fixtures, fittings and computer equipment
Fixtures, fittings and computer equipment are stated at historical cost less accumulated depreciation and impairment charges. Historical cost includes
expenditure that is directly attributable to the acquisition of property and equipment.
Depreciation is calculated on the difference between the cost and residual value of the asset and is charged to the profit or loss account over the estimated
useful life of each significant part of an item of fixtures, fittings and computer equipment, using the straight-line basis.
Estimate useful lives are as follows:
Fixtures and fittings 5 years
Computer equipment 5 years
The assets’ residual values and useful lives are reviewed at each statement of financial position date and adjusted if appropriate. An assets carrying amount is
written down to its recoverable amount if the assets carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are
determined by comparing the proceeds with the carrying amount of the assets and are included in profit or loss before tax.
Repairs and maintenance costs are charged to the profit or loss account during the financial period in which they are incurred. The cost of major renovations is
included in the carrying amount of the asset when it is probable that future economic benefits from the existing asset will flow to the Group.
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Financial Statements
continued
Owner-
occupied
(1)
Fixtures and
fittings
Computer
equipment Total
£’k £’k £’k £’k
Cost/Valuation
At 1 January 2021 4,250 235 825 5,310
Additions 5 23 28
Disposals
Revaluation
At 31 December 2021 4,250 240 848 5,338
Accumulated depreciation and impairment
At 1 January 2021 425 185 526 1,136
Depreciation charge for the year 33 103 136
Disposals
Impairment losses on revaluation
At 31 December 2021 425 218 629 1,272
Carrying amount
As at 31 December 2021 3,825 22 219 4,066
Owner-
occupied
(1)
Fixtures and
fittings
Computer
equipment Total
£’k £’k £’k £’k
Cost/Valuation
At 1 January 2020 4,415 235 813 5,463
Additions 12 12
Disposals
Revaluation (165) (165)
At 31 December 2020 4,250 235 825 5,310
Accumulated depreciation and impairment
At 1 January 2020 360 140 395 895
Depreciation charge for the year 45 131 176
Disposals
Impairment losses on revaluation 65 65
At 31 December 2020 425 185 526 1,136
Carrying amount
As at 31 December 2020 3,825 50 299 4,174
(1) In the prior year the opening and closing balances of the valuation of owner-occupied properties were disclosed net of historic impairments. Historic impairments are now separately disclosed.
The Group holds two owner-occupied properties, Sabre House and The Old House, which are both managed by the Group. In accordance with the Group’s
accounting policies, owner-occupied buildings are not depreciated. The properties are measured at fair value which is arrived at on the basis of a valuation carried
out on 1 December 2020 by Hurst Warne and Partners LLP. The valuation was carried out on an open-market basis in accordance with the Royal Institution of
Chartered Surveyors’ requirements, which is deemed to equate to fair value. While transaction evidence underpins the valuation process, the definition of market
value, including the commentary, in practice requires the valuer to reflect the realities of the current market. In this context valuers must use their market
knowledge and professional judgement and not rely only upon historical market sentiment based on historical transactional comparables.
9. PROPERTY, PLANT AND EQUIPMENT
CONTINUED
9.1. Owned assets continued
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Financial Statements
continued
The fair value of the owner-occupied properties was derived using the investment method supported by comparable evidence. The significant non-observable
inputs used in the valuations are the expected rental values per square foot and the capitalisation rates. The fair value of the owner-occupied properties valuation
would increase (decrease) if the expected rental values per square foot were to be higher (lower) and the capitalisation rates were to be lower (higher).
The fair value measurement of owner-occupied properties of £3,825k (2020: £3,825k) has been categorised as a Level 3 fair value based on the non-observable
inputs to the valuation technique used.
The following table shows reconciliation to the closing fair value for the Level 3 owner-occupied property at valuation:
2021 2020
Owner-occupied £’k £’k
At 1 January 3,825 4,055
Revaluation losses (165)
Impairment losses (65)
At 31 December 3,825 3,825
Revaluation losses are charged against the related revaluation reserve to the extent that the decrease does not exceed the amount held in the revaluation surplus in
respect of the same asset. Any additional losses are charged as an impairment loss in the profit or loss account. Reversal of such impairment losses in future
periods will be credited to the profit or loss account to the extent losses were previously charged to the profit or loss account.
The table below shows the impact a 15% decrease in property markets will have on the Companys profit after tax and equity:
At 31 December
Decrease
in profit aer tax
Decrease
In total equity
2021
£'k
2020
£'k
2021
£'k
2020
£'k
Owner-occupied property
Impact of a 15% decrease in property markets (131) (131) (465) (465)
Historical cost model values
If owner-occupied properties were carried under the cost model (historical costs, less accumulated depreciation and impairment losses), the value of owner-
occupied properties in the balance sheet would have been £2,845k (2020: £3,074k).
9. PROPERTY, PLANT AND EQUIPMENT
CONTINUED
9.1. Owned assets continued
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9.2. Leased assets
ACCOUNTING POLICY
Right-of-use assets
The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises
the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an
estimate of costs to dismantle and remove the underlying assets or to restore the underlying asset or the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the
right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as property and equipment.
In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
Lease liabilities
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate
implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate.
Lease payments included in the measurement of the lease liability comprises the following:
Fixed payments, including in-substance fixed payments
Variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date
Amounts expected to be payable under a residual value guarantee
The exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an optional renewal period if the Group is
reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Group is reasonably certain not to terminate early
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising
from a change in an index or rate, if there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee, or if the
Group changes its assessment of whether it will exercise a purchase, extension or termination option.
Short-term leases and leases of low-value assets
The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less
and leases of low-value assets, including IT equipment. The Group recognises the lease payments associated with these leases as an expense on a straight-line
basis over the lease term.
The Group has one lease contract for computer equipment used in its operations, with the exception of short-term leases and leases of low-value underlying
assets. This lease is reflected on the balance sheet as a right-of-use asset and a lease liability. The Group classifies its right-of-use assets in a consistent manner to
its property, plant and equipment (see Note 9.1).
Leases of computer equipment generally have lease terms between zero and five years. The lease payments are fixed and the lease is not linked to revenue or
annual changes in an index (such as the Consumer Price Index (“CPI”)).
The right-of-use asset can only be used by the Group and the Group cannot sub-lease the asset. The Group is prohibited from selling or pledging the underlying
assets as security. The lease may only be cancelled by incurring a termination fee. The Group’s obligations under the lease are secured by the lessors title to the
leased assets. No lease contracts require the Group to maintain certain financial ratios.
9. PROPERTY, PLANT AND EQUIPMENT
CONTINUED
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The table below describes the nature of the Group’s leasing activity by type of right-of-use asset recognised on balance sheet:
Right-of-use asset
No of assets
leased
Range of
remaining term
Average
remaining lease
term
No. of leases
with extension
options
No. of leases
with option to
purchase
No. of leases
with variable
payments
linked to an
index
No. of leases
with termination
options
Computer equipment 1 0 to 1 years 0.75 years 1
Right-of-use assets
Additional information on the right-of-use assets by class of assets is as follows:
Computer
equipment Total
£’k £’k
As at 1 January 2021 189 189
Additions 247 247
Depreciation (249) (249)
As at 31 December 2021 187 187
Computer
equipment Total
£’k £’k
As at 1 January 2020 189 189
Additions 252 252
Depreciation (252) (252)
As at 31 December 2020 189 189
The right-of-use assets are included in the same line items as where the corresponding underlying assets would be presented if they were owned.
9. PROPERTY, PLANT AND EQUIPMENT
CONTINUED
9.2. Leased assets continued
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9. PROPERTY, PLANT AND EQUIPMENT
CONTINUED
9.2. Leased assets continued
Lease liabilities
Lease liabilities are presented in the statement of financial position as follows:
2021 2020
£’k £’k
As at 1 January 194 194
Additions 247 251
Accretion of interest 16 13
Payments (264) (264)
As at 31 December 193 194
Current 193 194
Non-current
The maturity analysis of lease liabilities is disclosed in Note 6.
The following are the amounts recognised in the profit or loss account:
2021 2020
£’k £’k
Depreciation expense of right-of-use assets 249 252
Interest expense on lease liabilities 16 13
Expenses relating to short-term leases (included in IT expenses)
Expenses relating to low-value assets (included in other operating expenses) 14 14
Variable lease payments
Total 279 279
The Group had total cash outflows for leases of £278k in 2021 (2020: £278k). The Group had no non-cash additions to right-of-use assets or lease liabilities. The
Group has not entered into any lease agreements which have not yet commenced.
The Group has no lease contracts that contains variable payments.
The Group’s lease contract expired in October 2020. Under the lease contract, the Group can extend the lease for 12 months. At the extension date, the contract no
longer contains a termination option and management has the option to extend the lease every year for another 12-month period. Given the uncertainty of the
impact of COVID-19 at the extension dates, management extended the lease for 12 months in 2020 and another 12 months in 2021. No decision on extending or
terminating the lease in 2022 has yet been taken.
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10. TAX CHARGE
ACCOUNTING POLICY
The taxation charge in the profit or loss account is based on the taxable profits for the year. It is Group policy to relieve profits where possible by the surrender of
losses from Group companies with payment for value.
2021 2020
£’k £’k
Current taxation
Charge for the year 6,935 9,452
6,935 9,452
Deferred taxation (Note 11)
Origination and reversal of temporary differences 124 (128)
124 (128)
Current taxation 6,935 9,452
Deferred taxation (Note 11) 124 (128)
Tax charge for the year 7,0 59 9,324
Tax recorded in other comprehensive income is as follows.
2021 2020
£’k £’k
Current taxation (31)
Deferred taxation (1,069) 463
(1,069) 432
The actual income tax charge differs from the expected income tax charge computed by applying the standard rate of UK corporation tax of 19.00% (2020:
19.00%) as follows:
2021 2020
£’k £’k
Profit before tax 37,199 49,12 2
Expected tax charge 7,06 8 9,333
Effect of:
Expenses not deductible for tax purposes 6 2
Adjustment of deferred tax to average rate of 19% (24)
Other permanent difference 7
Adjustment in respect of prior periods (99)
Income/loss not subject to UK taxation 8 7
Other Income Tax Adjustments 76 (1)
Tax charge for the year 7,05 9 9,324
Effective income tax rate 18.98% 18.98%
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11. DEFERRED TAX CHARGE
ACCOUNTING POLICY
Deferred tax is recognised in respect of all temporary differences that have originated but not reversed at the balance sheet date where transactions or events
have occurred at that date that will result in an obligation to pay more, or a right to pay less or to receive more, tax, with the following exception.
Deferred tax assets are recognised only to the extent that the Directors consider that it is more likely than not that there will be suitable taxable profits from
which the future reversal of the underlying timing differences can be deducted.
Provisions and
other temporary
dierences
Depreciation in
excess of
capital
allowances
Share-based
Payments
Fair value
movements in
debt securities
at FVOCI Total
£’k £’k £’k £’k £’k
At 1 January 2020 19 (41) 232 210
(Debit)/Credit to the profit or loss 2 17 115 (6) 128
(Debit)/Credit to other comprehensive income (463) (463)
At 31 December 2020 21 (24) 347 (469) (125)
(Debit)/Credit to the profit or loss (2) (2) (114) (6) (124)
(Debit)/Credit to other comprehensive income 1,069 1,069
At 31 December 2021 19 (26) 233 594 820
2021 2020
£’k £’k
Per statement of financial position:
Deferred tax assets 846 368
Deferred tax liabilities (26) (493)
820 (125)
From 1 April 2023, The Finance Act 2021 increases the UK corporation tax from 19% to 25%. This means that for any temporary differences expected to reverse
on or after 1 April 2023, the new tax rate of 25% will be relevant. The Group has adjusted deferred tax balances accordingly. The impact of this adjustment on the
deferred tax balances is not material.
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12. DIVIDENDS
ACCOUNTING POLICY – DIVIDEND DISTRIBUTION
Dividend distribution to the Group’s shareholders is recognised as a liability in the Group’s financial statements in the period in which the Board of Directors
approves the dividend.
2021 2020
pence per
share £’k
pence per
share £’k
Amounts recognised as distributions to equity holders in the period
Interim dividend for the current year 3.7 9,218 9.5 23,680
Final dividend for the prior year 11.7 29,168 8.1 20,190
15.4 38,386 17.6 43,870
Proposed dividends
Final dividend
(1)
9.3 23,250 11.7 29,250
(1) Subsequent to 31 December 2021, the Directors declared a final dividend for 2021 of 9.3p per ordinary share. This dividend will be accounted for as an appropriation of retained earnings in the
year ended 31 December 2021 and is not included as a liability in the Statement of Financial Position as at 31 December 2021.
The trustees of the employee share trusts waived their entitlement to dividends on shares held in the trusts to meet obligation arising on share incentive schemes,
which reduced the dividends paid for the year ended 31 December 2021 by £114k (2020: £130k).
13. PREPAYMENTS, ACCRUED INCOME AND OTHER ASSETS
2021 2020
£’k £’k
Prepayments and accrued income 821 868
Total 821 868
The carrying value of prepayments, accrued income and other assets approximates to fair value. There are no amounts expected to be recovered more than 12
months after the reporting date.
14. GOODWILL
On 3 January 2014 the Group acquired Binomial Group Limited, the parent of Sabre Insurance Company Limited, for a consideration of £245,485k satisfied by cash.
As from 1 January 2014, the date of transition to IFRS, goodwill was no longer amortised but is subject to annual impairment testing. Impairment testing involves
comparing the carrying value of the net assets and goodwill against the recoverable amount
The goodwill recorded in respect of this transaction at the date of acquisition was £156,279k. There has been no impairment to goodwill since this date, and no
additional goodwill has been recognised by the Group.
The Group performed its annual impairment test as at 31 December 2021 and 31 December 2020. The Group considers the relationship between its market
capitalisation and its book value, among other factors, when reviewing for indicators of impairment. As at 31 December 2021 and 31 December 2020, the Group’s
securities were traded on a liquid market, therefore market capitalisation could be used as a definitive indicator of market capitalisation.
Key assumptions
Market capitalisation of the Company as at 31 December 2021 was £459,500k (2020: £691,250k).
The group has identified one Cash Generating Units (“CGUs”) for which goodwill has been fully allocated to. The Group has assessed the recoverable amount of
the CGU as its “value-in-use”. Value-in-use is defined as the present value of the future cash flows expected to derive from the CGU and represents the
recoverable amount for the CGU.
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continued
14. GOODWILL CONTINUED We have used a dividend discount model to estimate the value-in-use, wherein dividend payments are discounted to the present value. Dividends have been
estimated, based on forecasted financial information, over a four-year forecast period, with a terminal value applied therein. The key assumptions used in the
preparation of future cash flows are: premium growth rates, implied combined ratio, dividend payout ratio, discount rate and long-term growth rate.
The key assumptions used in the calculation for the value in use is set out below
Premium growth rate in line with the Group’s view on claims inflation
Combined Operating Ratio towards the upper end of the Group’s target range
Dividend payout ratio in line with dividend policy and past payouts
Discount rate of 7.1%, being a calculated cost of capital using market rate returns of Sabre and FTSE 350 Insurers over the past 4 years
Long-term growth rate beyond 4 years of 2%
These calculations use post-tax cash flow projections based on the Group’s most recent capital models. As the value-in-use exceeds the carrying amount, the
recoverable amount remains supportable.
The Group has conducted sensitivity testing to the recoverable amount, which provided additional assurance that goodwill is not deemed to be impaired.
Premium growth rate within the first 4 years – Sensitivity analysis has been used to assess the impact of variance in the premium growth rate on the value-in-use
calculation. Average premium growth rate was flexed by +5% and -5%. Within these ranges, the value-in-use exceeds the carrying amount and thus the recoverable
amount remains supportable.
Combined Operating Ratio – To assess the impact of reasonable changes in the combined operating ratio on our base case impairment analysis and headroom,
we flexed the combined ratio by +10% and -10%. Within this ranges, the value-in-use exceeds the carrying amount and thus the recoverable amount remains
supportable.
Dividend payout ratio – To assess the impact of reasonable changes in the dividend payout ratio on our base case impairment analysis and headroom, we flexed
the average dividend payout ratio by +10% and -10%. Within this ranges, the value-in-use exceeds the carrying amount and thus the recoverable amount remains
supportable.
Discount rate – To assess the impact of reasonable changes in the dividend payout ratio on our base case impairment analysis and headroom, we flexed the
average discount rate by +2% and -2%. Within this ranges, the value-in-use exceeds the carrying amount and thus the recoverable amount remains supportable.
Long term growth rate – To assess the impact of reasonable changes in the long-term growth rate on our base case impairment analysis and headroom, we
flexed the long-term growth rate by +2% and -2%. Within this ranges, the value-in-use exceeds the carrying amount and thus the recoverable amount remains
supportable.
15. SHARE CAPITAL
2021 2020
£’k £’k
Authorised share capital
250,000,000 ordinary shares of £0.001 each 250 250
Issued ordinary share capital (fully paid up):
250,000,000 ordinary shares of £0.001 each 250 250
All shares are unrestricted and carry equal voting rights.
As at 31 December 2021, The Sabre Insurance Group Employee Benefit Trust held 866,855 (2020: 604,239) of the 250,000,000 issued ordinary shares with a
nominal value of £866.86 (2020: £604.24) in connection with the operation of the Group’s share plans. Refer to Notes 16 and 17 for additional information on
own shares held.
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16. SHARE-BASED PAYMENTS
The Group operates equity-settled share-based schemes for all employees in the form of a Long-Term Incentive Plan (“LTIP”), Deferred Bonus Plan (“DBP”) and
Share Incentive Plans (“SIP”), including Free Shares and Save As You Earn (“SAYE”). The shares are in the ultimate parent company, Sabre Insurance Group plc.
Free shares donated at listing Shares bought/(sold) on open market Total
Number of
shares
Average
price
(pence) £
Number of
shares
Average
price
(pence) £ £
As at 31 December 2019 540,583 0.001 541 395,587 268.073 1,060,461 1,061,002
Shares purchased 145,621 297.4 4 3 4 33,140 433,140
Shares disposed (38,961) 0.001 (39) (39)
Shares vested (438,591) 0.001 (439) (439)
As at 31 December 2020 63,031 0.001 63 541,208 275.975 1,493,601 1,493,664
Shares purchased 928,186 256.295 2,378,897 2,378,897
Shares disposed (176,672) 255.443 (451,296) (451,296)
Shares vested (39,901) 0.001 (40) (448,997) 259.367 (1,164,550) (1,164,590)
As at 31 December 2021 23,130 0.001 23 843,725 267.463 2,256,652 2,256,675
In thousands £’k £’k £’k
As at 31 December 2020 1,494 1,494
As at 31 December 2021 2,257 2,257
As at 31 December 2021 there were NIL (2020: NIL) exercisable shares outstanding.
The Group recognised a total expense in the profit or loss for the year ending 31 December 2021 of £1,075k (2020: £1,648k), relating to equity-settled share-based plans.
Long-Term Incentive Plan (“LTIP”)
The LTIP is a discretionary share plan, under which the Board may grant share-based awards (“LTIP Awards”) to incentivise and retain eligible employees.
LTIP Awards – Awards with performance conditions
The LTIP with performance conditions is a discretionary share plan, under which the Board may grant share-based awards (“LTIP Awards”) to incentivise and retain
eligible employees. The vesting of LTIP Awards may (and, in the case of an LTIP Award to an Executive Director other than a Recruitment Award, will) be subject to
the satisfaction of performance conditions. Any performance condition may be amended or substituted if one or more events occur which cause the Board to
consider that an amended or substituted performance condition would be more appropriate and would not be materially less difficult to satisfy.
LTIP Awards which are subject to performance conditions will normally have those conditions assessed as soon as reasonably practicable after the end of the
relevant performance period and, to the extent that the performance conditions have been met, the LTIP Awards will vest either on that date or such later date as
the Board determines. LTIP Awards (other than Recruitment Awards) granted to the Executive Directors will normally be subject to a performance period of at least
three years. LTIP Awards (other than Recruitment Awards) which are not subject to performance conditions will normally vest on the third anniversary of the date of
grant or such other date as the Board determines.
The LTIP Awards issued by the Group for 2019 and 2020 have two performance metrics with a 50%/50% weighting, being Total Shareholder Return (“TSR”) and
Earnings Per Share (“EPS”).
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The Group’s TSR is compared to the TSR of the constituents of the FTSE 250 Index (excluding investment trusts and extractive industries). The TSR tranche will
vest in accordance with the following schedule:
2020LTIP grant 2019LTIP grant
TSR performance Vesting (% max)
Below median 0% 0%
Median (Threshold) 25% 25%
Between median and upper quartile Straight-line Straight-line
Upper quartile (Stretch) 100% 100%
The Group’s EPS performance is the Groups cumulative EPS over the performance period.
EPS performance 2020LTIP grant
Below 48.6p 0%
48.6p (Threshold) 25%
Between threshold and target Straight-line
54.0 (Target) 60%
Between target and stretch Straight-line
66.7p or higher (Stretch) 100%
EPS performance 2019LTIP grant
Below 54.5p 0%
54.5p (Threshold) 25%
Between threshold and target Straight-line
60.6p (Target) 60%
Between target and stretch Straight-line
66.7p or higher (Stretch) 100%
Shares granted under the 2018 LTIP vested on 12 April 2021.
The following table lists the inputs to the model used to value the remaining two LTIP plans for the year ended 31 December 2021. The TSR fair value of the awards
granted is measured using the Monte Carlo method and the Black-Scholes model is used for the EPS fair value. The amount recognised as an expense under IFRS
2 is adjusted to reflect the actual number of share awards that vest.
2020
LTIP grant
2019
LTIP grant
Weighted average fair value per award at grant date 226 pence 206 pence
Share price at grant date 282 pence 288 pence
Expected term 4.43 years 4.51 years
Expected volatility
(1)
30.09% 23.26%
Expected exercise price on outstanding awards NIL NIL
Grant-date TSR performance of the Group (2.73%) 8.54%
Average risk – free interest rate 0.10% 0. 81%
(1) Volatility has been estimated using the historical daily average volatility of the share price of similar companies to Sabre over a period of time. This assumption has no impact on the fair value of the
EPS tranche, as the Awards were granted with a nil-cost exercise price.
16. SHARE-BASED PAYMENTS
CONTINUED
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Shares granted under the LTIP with performance conditions have a three-year vesting period. The Leadership Team Awards are subject to a two-year post-vesting
holding period. To reflect the lack of liquidity of the two-year holding period, a discount rate of 15.40% for the 2020 LTIP grant and 11.85% for the 2019 LTIP grant
has been applied in determining the fair value of the grants to the Leadership Team.
The tables below detail the movement in the LTIP:
LTIP without performance
conditions LTIP with performance conditions
Number and WAEP
(1)
Number and WAEP
Number £ Number £
Outstanding at 1 January 2021 NIL 1,935,124 NIL
Granted NIL NIL
Forfeited NIL (499,442) NIL
Vested NIL (286,323) NIL
Outstanding at 31 December 2021 NIL 1,149,3 59 NIL
(1) Weighted average exercise price – as a proxy for fair value.
LTIP without performance
conditions LTIP with performance conditions
Number and WAEP Number and WAEP
Number £ Number £
Outstanding at 1 January 2020 274,539 NIL 1,217, 39 4 NIL
Granted NIL 717,730 NIL
Forfeited NIL NIL
Vested (274,539) NIL NIL
Outstanding at 31 December 2020 NIL 1,935,124 NIL
LTIP Awards – Restricted Share Awards (“RSA”)
From 2021 the Group will no longer issue awards under the LTIP Awards with performance conditions, but instead will issue restricted share awards.
The RSA is structured as nil-cost rewards, to receive free shares on vesting. Shares will normally vest three years after grant date, subject to continued employment
and the satisfaction of pre-determined underpins. Awards are also subject to an additional two-year holding period, so that the total time prior to any potential share
sale (except to meet any tax liabilities arising from the award) will generally be five years.
The total number of shares awarded under the scheme was 441,684 (2020: NIL) with an estimated fair value at grant date of £1,170k (2020: NIL). The fair value is
based on the average closing share price of the five trading days before the grant date.
The awards granted during the year ending 31 December 2021 are subject to the following underpins:
Maintaining a solvency ratio in excess of 140%
Achieving a Return of Tangible Equity in excess of 10%
No material regulatory censure
Overall Committee discretion
Future dividends are accrued separately and are not reflected in the fair value of the grant.
16. SHARE-BASED PAYMENTS
CONTINUED
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16. SHARE-BASED PAYMENTS
CONTINUED
Deferred Bonus Plan (“DBP”)
To encourage behaviour which does not benefit short-term profitability over longer-term value. Directors and some key staff were awarded shares in lieu of a
bonus, to be deferred for two years, using the market value at the grant date. The total numbers of shares awarded under the scheme was 278,084 (2020: 220,130)
with an estimate fair value of £672k (2020: £621k). Of this award, the number of shares awarded to Directors and PDMRs was 247,007 (2020: 200,065) with an
estimated fair value of £597k (2020: £564k). Fair values are based on the share price at grant date. All shares are subject to a two-year service period and are not
subject to performance conditions.
Future dividends are accrued separately and are not reflected in the fair value of the grant.
The DBP is recognised in the profit or loss account on a straight-line basis over a period of two years from grant date.
Share Incentive Plans (“SIPs”)
The Sabre Share Incentive Plans provide for the award of free Sabre Insurance Group plc shares, Partnership Shares, Matching Shares and Dividend Shares. The
shares are owned by the Employee Benefit Trust to satisfy awards under the plans. These shares are either purchased on the market and carried at fair value or
issued by the parent company to the trust.
Matching Shares
The Group has a Matching Shares scheme under which employees are entitled to invest between £10 and £150 each month through the share trust from their
pre-tax pay. The Group supplements the number of shares purchased by giving employees 1 free matching share for every 3 shares purchased up to £1,800.
Matching shares are subject to a three-year service period before the matching shares are awarded. Dividends are paid on shares, including matching shares, held
in the trust by means of dividends shares. The fair value of such awards is estimated to be the market value of the awards on grant date.
In the year ending 31 December 2021, 6,987 (2020: 7,366) matching shares were granted to employees with an estimated fair value of £13k (2020: £20k).
As at 31 December 2021, 16,838 (2020: 9,851) matching shares were held on behalf of employees with an estimated fair value of £31k (2020: £27k). The average
unexpired life of Matching Share awards is 1.1 years (2020: 1.8 years).
Save as You Earn (“SAYE”)
The SAYE scheme allows employees to enter into a regular savings contract of between £5 and £500 per month over a three-year period, coupled with a
corresponding option over shares. The grant price is equal to 80% of the quoted market price of the shares on the invitation date. The participants of the SAYE
scheme are not entitled to dividends and therefore dividends are excluded from the valuation of the SAYE scheme.
Estimated fair value of options at grant date:
SAYE 2019: 41p
SAYE 2020: 71p
SAYE 2021: 55p
The following table lists the inputs to the Black-Scholes model used to value the awards granted in respect of the 2021 SAYE scheme.
2021 SAYE
Share price at grant date 254.50 pence
Expected term 3 years
Expected volatility
(1)
28.49%
Continuously compounded risk-free rate 1.5%
Continuously compounded dividend yield 6%
Strike price at grant date 192.3 pence
(1) Volatility has been estimated using the historical daily average volatility of the share price of the Group for the year immediately preceding the grant date.
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17. RESERVES
Own shares
Sabre Insurance Group plc established an Employee Benefit Trust (“EBT”) in 2017 in connection with the operation of its share plans. The investment in own shares
as at 31 December 2021 was £2,257k (2020: £1,494k) The market value of the shares in the EBT as at 31 December 2021 was £1,593k (2020: £1,671k)
Merger reserve
Sabre Insurance Group plc was incorporated as a limited company on 21 September 2017. On 11 December 2017, immediately prior to the Companys listing on
the London Stock Exchange, Sabre Insurance Group plc acquired the entire share capital of the former ultimate parent company of the Group, Barbados TopCo
Limited (“TopCo”). As a result, Sabre Insurance Group plc became the ultimate parent of the Sabre Insurance Group. The merger reserve resulted from this
corporate reorganisation.
FVOCI reserve
The FVOCI reserve records the unrealised gains and losses arising from changes in the fair value of debt securities at FVOCI. The movements in this reserve are
detailed in the consolidated Statement of Comprehensive Income.
Revaluation reserve
The revaluations reserve records the fair value movements of the Group’s owner-occupied properties. Refer to Note 9 for more information on the revaluation of
owner-occupied properties.
Share-based payments reserve
The Group’s share-based payments reserve records the value of equity settled share-based payment benefits provided to the Group’s employees as part of their
remuneration that has been charged through the income statement. Refer to Note 16 for more information on share-based payments.
18. RELATED PARTY TRANSACTIONS
Sabre Insurance Group plc is the ultimate parent and ultimate controlling party of the Group. The following entities included below form the Group.
Name Principle Business Registered Address
Binomial Group Limited Intermediate holding company Sabre House, 150 South Street, Dorking, Surrey, United Kingdom, RH4 2YY
Sabre Insurance Company Limited Motor insurance underwriter Sabre House, 150 South Street, Dorking, Surrey, United Kingdom, RH4 2YY
Barbados TopCo Limited Non-Trading Floor 2, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 4LY
Barb IntermediateCo Limited Non-Trading 26 New Street, St Helier, Jersey, JE2 3RA
Barb MidCo Limited Non-Trading 26 New Street, St Helier, Jersey, JE2 3RA
Barb BidCo Limited Non-Trading 26 New Street, St Helier, Jersey, JE2 3RA
Barb HoldCo Limited Non-Trading 26 New Street, St Helier, Jersey, JE2 3RA
Other controlled entities
EBT – UK SIP Trust Ocorian, 26 New Street, St Helier, Jersey, JE2 3RA
The Sabre Insurance Group Employee Benefit Trust Trust Ocorian, 26 New Street, St Helier, Jersey, JE2 3RA
No single party holds a significant influence (>20%) over Sabre Insurance Group plc.
Both Employee Benefit Trusts (“EBTs”) were established to assist in the administration of the Group’s employee equity-based compensation schemes. UK registered
EBT holds the all-employee Share Incentive Plan (“SIP”). The Jersey-registered EBT holds the Long-Term incentive Plan (“LTIP”) and Deferred Bonus Plan (“DBP”).
While the Group does not have legal ownership of the EBTs and the ability of the Group to influence the actions of the EBTs is limited to a trust deed, the EBT was
set up by the Group with the sole purpose of assisting in the administration of these schemes, and is in essence controlled by the Group and therefore consolidated.
During the period ended 31 December 2021, the Group donated no shares to the EBTs (2020: NIL).
Key Management compensation
Key Management includes Executive Directors, Non-executive Directors and other senior management personnel. Further details of Directors’ shareholdings and
remuneration can be found in the “Annual Report on Director’s Remuneration” on pages 71 to 81.
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19. LINE OF BUSINESS ANALYSIS
The Group provides only two products to clients, which are motor vehicle insurance and motorcycle insurance, which are written solely in the UK. The Group has no
other lines of business, nor does it operate outside of the UK. Other income relates to auxiliary products and services, including marketing and administration fees,
all relating to the motor insurance business. The Group does not have a single client which accounts for more than 10% of revenue.
2021 2020
Motor vehicle Motorcycle Total Motor vehicle Motorcycle Total
£’k £’k £’k £’k £’k £’k
Profit or Loss Account information
Gross written premium 166,091 3,231 169,322 173,235 173,235
Less: Reinsurance premium ceded (21,203) (30) (21,233) (20,390) (20,390)
Net written premium 144,888 3,201 148,089 152,845 152,845
Gross written premium 166,091 3,231 169,322 173,235 173,235
Less: Change in unearned premium reserve (485) (2,941) (3,426) 12,527 12,527
Gross earned premium 165,606 290 165,896 185,762 185,762
Reinsurance premium ceded (21,203) (30) (21,233) (20,390) (20,390)
Less: Change in unearned premium reserve 779 779 335 335
Reinsurance premium payable
(20,424)
(30) (20,454)
(20,055) (20,055)
Net earned premium 145,18 2 260 145,442 165,707 165,707
The Group started writing motorcycle business on 8 November 2021. Due to the immaterial contribution to the Group’s overall results and limited claims
development experience, the Group does not deem it suitable to currently provide additional disclosure beyond premium information.
In 2020 the Group had only one line of business, being motor vehicle insurance. As a result, no comparative information for 2020 is provided as all income and
expenses relating to this one market segment. The Group only operates in the UK with information being reported to the chief operating decision makers and the
Board done on an aggregated UK basis. No geographical segmentation is disclosed.
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Notes to the Consolidated
Financial Statements
continued
20. EARNINGS PER SHARE
Basic earnings per share
2021 2020
Aer tax
£’k
Per share
pence
Aer tax
£’k
Per share
pence
Profit for the year attributable to equity holders 30,140 12.09 39,798 15.98
Diluted earnings per share
2021
Aer tax
£’k
Weighted
average
number of
shares
£’k
Per share
pence
Profit for the year attributable to equity holders 30,140 249,221 12.09
Net share awards allocable for no further consideration 2,320 (0.11)
Total diluted earnings 251,541 11.98
2020
Aer tax
£’k
Weighted
average
number of
shares
£’k
Per share
pence
Profit for the year attributable to equity holders 39,798 24 9,113 15.98
Net share awards allocable for no further consideration 2,452 (0.16)
Total diluted earnings 251,565 15.82
21. CONTINGENT LIABILITY
In 2019 HMRC issued a determination in relation to the 2015 corporation tax filing of a subsidiary of the Group, which is currently dormant. In Q2-2021 further
determinations were received in respect of 2016 and 2017 on the same basis. These asserted that the interest rate applied on intercompany debt, and the resultant
allowable expense, was inconsistent with transfer pricing rules and was excessive. The excess interest per the determinations is £6.5m, tax relief for which equates
to a reduction in the Group’s overall tax liability of £1.3m. The Directors obtained professional advice both at the time the returns were filed and subsequent to the
determinations, and are satisfied that the Group’s application of transfer pricing rules was correct. As such, appeals have been raised against the determinations.
The Board does not consider it likely that the subsidiary will be required to resubmit its 2015, 2016 or 2017 filings.
22. EVENTS AFTER THE BALANCE SHEET DATE
Other than the declaration of a final dividend as disclosed in Note 12, there have been no material changes in the affairs or financial position of the Company and its
subsidiaries since the statement of financial position date.
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Notes to the Consolidated
Financial Statements
continued
Parent Company
Statement of
Financial Position
as at 31 December 2021
2021 2020
Notes £’k £’k
Assets
Investments 2 580,963 579,889
Debtors 4 128 81
Prepayments 204 168
Cash and cash equivalents 915 745
Total assets 582,210 580,883
Equity
Issued share capital 5 250 250
Own shares (2,257) (1,494)
Merger reserve 369,515 369,515
Share-based payments reserve 1,841 1,817
Retained earnings 212,794 210,449
Total equity 582,143 580,537
Liabilities
Creditors: Amounts falling due within one year 3 183
Accruals 67 163
Total liabilities 67 346
Total equity and liabilities 582,210 580,883
No income statement is presented for Sabre Insurance Group plc as permitted by section 408 of the Companies Act 2006. The profit after tax of the parent
company for the period was £40,846k (2020: £45,284k).
The attached notes on pages 151 to 153 form an integral part of these financial statements.
The financial statements were approved by the
Board of Directors and authorised for issue on
21 March 2022.
Signed on behalf of the Board of Directors by:
ADAM WESTWOOD
Chief Financial Officer
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Parent Company
Statement of
Changes in
Equity
for the year ended 31 December 2021
2021 2020
Notes £’k £’k
ORDINARY SHAREHOLDERS’ EQUITY – at 1 January 250 250
At 31 December 250 250
OWN SHARES – at 1 January (1,494) (1,061)
Net movement in own shares (763) (433)
At 31 December (2,257) (1,494)
MERGER RESERVE – at 1 January 369,515 369,515
At 31 December 369,515 369,515
SHARE-BASED PAYMENT RESERVE – at 1 January 1,817 1,362
Settlement of share-based payments (1,051) (1,193)
Charge in respect of share-based payments 1,075 1,648
At 31 December 1,841 1,817
RETAINED EARNINGS – at 1 January 210,449 207,74 3
Share-based payments (115) 1,291
Profit for the year 40,846 45,284
Ordinary dividends paid (38,386) (43,869)
At 31 December 212,794 210,449
Total equity at 31 December 582,143 580,537
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Parent Company
Consolidated
Cash Flow
Statement
for the year ended 31 December 2021
2021 2020
£’k £’k
CASH FLOWS FROM OPERATING ACTIVITIES
Profit after tax for the year 40,846 45,284
Operating cash flows before movements in working capital 40,846 45,284
Movements in working capital:
Change in debtors (47) (81)
Change in prepayments (36) (135)
Change in trade and other payables (183) (1,304)
Change in accruals (96) 163
Net cash generated from operating activities 40,484 43,927
CASH FLOWS FROM FINANCING ACTIVITIES
Net cash used in acquiring and disposing of own shares (1,928) (433)
Dividends paid (38,386) (43,870)
Net cash used by financing activities (40,314) (44,303)
Net increase/(decrease) in cash and cash equivalents 170 (376)
Cash and cash equivalents at the beginning of the year 745 1,121
Cash and cash equivalents at the end of the year 915 745
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Notes to the
Parent Company
Financial
Statements
for the year ended 31 December 2021
1. ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of these consolidated and company financial statements are included in the specific notes to which they
relate. These policies have been consistently applied to all the years presented, unless otherwise indicated.
1.1 Basis of preparation
These financial statements present the Sabre Insurance Group plc company financial statements for the period ended 31 December 2021, comprising the parent
company statement of financial position, parent company statement of changes in equity, parent company statement of cash flows, and related notes.
The financial statements of the Company have been prepared in accordance with UK-adopted international accounting standards, comprising International
Accounting Standards (“IAS”) and International Financial Reporting Standards (“IFRS”), and the requirements of the Companies Act 2006. Endorsement of
accounting standards is granted by the UK Endorsement Board (“UKEB”).
In accordance with the exemption permitted under section 408 of the Companies Act 2006, the Companys income statement and related notes have not been
presented in these separate financial statements.
The financial statements are prepared in accordance with the going concern principle using the historical cost basis, except for investment properties and those
financial assets that have been measured at fair value.
The financial statements values are presented in pounds sterling (£) rounded to the nearest thousand (£’k), unless otherwise indicated.
The accounting policies that are used in the preparation of these separate financial statements are consistent with the accounting policies used in the preparation of
the consolidated financial statements of Sabre Insurance Group plc as set out in those financial statements.
As permitted by section 408 of the Companies Act 2006, the statement of comprehensive income of the parent company is not presented. The additional
accounting policies that are specific to the separate financial statements of the Company are set out below.
2. INVESTMENTS
The Company’s financial assets are summarised below:
2021 2020
£’k £’k
Investment in subsidiary undertakings 580,963 579,889
Total 580,963 579,889
2.1 Investment in subsidiary undertakings
ACCOUNTING POLICY – INVESTMENT IN SUBSIDIARY UNDERTAKINGS
Investment in subsidiaries is stated at cost less any impairment.
2021 2020
£’k £’k
As at 1 January 579,889 578,14 3
Additions 1,074 1,746
As at 31 December 580,963 579,889
The only operating insurance subsidiary of the Company is Sabre Insurance Company Limited, from which the value of the Group is wholly derived, as there are no
other trading entities within the Group. The Company performed its annual impairment test as at 31 December 2021 and 31 December 2020. The Company
considers the relationship between the Group’s market capitalisation and the book value of its subsidiary undertakings, among other factors, when reviewing for
indicators of impairment. As at 31 December 2021 and 31 December 2020, the Company’s securities were traded on a liquid market, therefore market
capitalisation could be used as an indicator of value.
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2. INVESTMENTS CONTINUED Key assumptions
During the year, the Group’s market capitalisation has fallen below the book value of the Companys subsidiary undertakings. The Directors have considered the
reduction in market capitalisation as an indicator of impairment. Market capitalisation of the Company at 31 December 2021 of £459,500k (2020: £691,250k).
The Group has calculated the recoverable amount of the subsidiaries using an assessment of “value-in-use”.
We have used a dividend discount model to estimate the value-in-use, wherein dividend payments are discounted to the present value. Dividends have been
estimated, based on forecasted financial information, over a four-year forecast period, with a terminal value applied therein. The key assumptions used in the
preparation of future cash flows are: premium growth rates, implied combined ratio, dividend payout ratio, discount rate and long-term growth rate.
The key assumptions used in the calculation of the recoverable amount is set out below
Premium growth rate in line with the Group’s view on claims inflation
Combined Operating Ratio towards the upper end of the Group’s target range
Dividend payout ratio in line with dividend policy and past payouts
Discount rate of 7.1%, being a calculated cost of capital using market rate returns of Sabre and FTSE 350 Insurers over the past 4 years
Long-term growth rate beyond 4 years of 2%
These calculations use post-tax cash flow projections based on the Group’s most recent capital models. As the value-in-use exceeds the carrying amount, the
recoverable amount remains supportable.
The company has conducted sensitivity testing to the recoverable amount, which provided additional assurance that goodwill is not deemed to be impaired.
Premium growth rate within the first 4 years – Sensitivity analysis has been used to assess the impact of variance in the premium growth rate on the value-in-use
calculation. Average premium growth rate was flexed by +5% and -5%. Within these ranges, the value-in-use exceeds the carrying amount and thus the
recoverable amount remains supportable. The amount by which the premium growth rate must change is 16%, after incorporating any consequential effects of
that change on the other variables used within our base case impairment analysis, in order for the units recoverable amount to be equal its carrying amount
Combined Operating Ratio – To assess the impact of reasonable changes in the combined operating ratio on our base case impairment analysis and headroom,
we flexed the combined ratio by +10% and -10%. Within this ranges, the value-in-use exceeds the carrying amount and thus the recoverable amount remains
supportable.
Dividend payout ratio – To assess the impact of reasonable changes in the dividend payout ratio on our base case impairment analysis and headroom, we flexed
the average dividend payout ratio by +10% and -10%. Within this ranges, the value-in-use exceeds the carrying amount and thus the recoverable amount remains
supportable.
Discount rate – To assess the impact of reasonable changes in the dividend payout ratio on our base case impairment analysis and headroom, we flexed the
average discount rate by +2% and -2%. Within this ranges, the value-in-use exceeds the carrying amount and thus the recoverable amount remains supportable.
Long term growth rate – To assess the impact of reasonable changes in the long-term growth rate on our base case impairment analysis and headroom, we
flexed the long-term growth rate by +2% and -2%. Within this ranges, the value-in-use exceeds the carrying amount and thus the recoverable amount remains
supportable.
The subsidiary undertakings of the Company are set out on the next page. Their capital consists of ordinary shares which are unlisted. In all cases, the Company
owns 100% of the ordinary shares, either directly or through its ownership of other subsidiaries.
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Notes to the Parent Company
Financial Statements
continued
2. INVESTMENTS CONTINUED
Name of subsidiary Place of incorporation Principal activity
Directly held by the Company
Binomial Group Limited United Kingdom Intermediate holding company
Barbados TopCo Limited Guernsey Non-trading company
Barb IntermediateCo Limited Jersey Non-trading company
Barb MidCo Limited Jersey Non-trading company
Barb BidCo Limited Jersey Non-trading company
Barb HoldCo Limited Jersey Non-trading company
Indirectly held by the Company
Sabre Insurance Company Limited United Kingdom Motor insurance underwriter
The registered office of each subsidiary is disclosed within Note 18 of the consolidated Group accounts.
3. CREDITORS
2021 2020
£’k £’k
Due within one year
Creditors 183
As at 31 December 183
4. DEBTORS
2021 2020
£’k £’k
Due within one year
Amounts owed to Group undertakings 126 81
Other debtors 2
As at 31 December 128 81
5. SHARE CAPITAL AND RESERVES
Full details of the share capital and the reserves of the Company are set out in Note 15 and Note 17 to the consolidated financial statements.
6. DIVIDEND INCOME
ACCOUNTING POLICY – DIVIDEND INCOME
Dividend income from investment in subsidiaries is recognised when the right to receive payment is established.
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Notes to the Parent Company
Financial Statements
continued
7. RELATED PARTY TRANSACTIONS
Sabre Insurance Group plc, which is incorporated in the United Kingdom and registered in England and Wales, is the ultimate parent undertaking of the Sabre
Insurance Group of companies.
The following balances were outstanding with related parties at year end:
2021 2020
£’k £’k
Due from
Sabre Insurance Company Limited 126 81
Total 126 81
The outstanding balance represents cash transactions effected by Sabre Insurance Company Limited on behalf of its parent company, and will be settled within one
year.
8. SHARE-BASED PAYMENTS
Full details of share-based compensation plans are provided in Note 16 to the consolidated financial statements.
9. RISK MANAGEMENT
The risks faced by the Company, arising from its investment in subsidiaries, are considered to be the same as those presented by the operations of the Group.
Details of the key risks and the steps taken to manage them are disclosed in Note 3 to the consolidated financial statements.
10. DIRECTORS AND KEY MANAGEMENT REMUNERATION
The Directors and key management of the Group and the Company are the same. The aggregate emoluments of the Directors and the remuneration and pension
benefits payable in respect of the highest paid Director are included in the Directors’ Remuneration Report in the Governance section of the Annual Report and
Accounts.
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Notes to the Parent Company
Financial Statements
continued
Appendix –
Financial
Reconciliations
as at 31 December 2021
Adjusted Profit Before Tax
2021
£’k
2020
£’k
2019
£’k
Profit before tax 37,199 49,122 56,479
Add:
Amortisation of intangible assets
Exceptional items
Adjusted profit before tax 37,199 4 9,122 56,479
Adjusted Profit After Tax
2021
£’k
2020
£’k
2019
£’k
Profit after tax 30,140 39,798 45,711
Add:
Amortisation of intangible assets
Exceptional items
Tax on exceptional items
Adjusted profit after tax 30,140 39,798 45,711
Net Loss Ratio
2021
£’k
2020
£’k
2019
£’k
Net insurance claims 81,015 88,110 101,990
Less: Claims handling expenses (6,767) (7,637) (7,55 8)
Net claims incurred 74,248 80,473 94,432
Net earned premium 145,442 165,707 183,238
Net loss ratio 51.1% 48.6% 51.5%
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Expense Ratio
2021
£’k
2020
£’k
2019
£’k
Total expenses 34,444 36,670 32,507
Plus: Claims handling expenses 6,767 7,637 7,5 5 8
Net operating expenses 41, 211 44,307 40,065
Net earned premium 145,442 165,707 183,238
Expense ratio 28.3% 26.7% 21.9%
Combined Operating Ratio
2021
£’k
2020
£’k
2019
£’k
Total expenses 34,444 36,670 32,507
Net insurance claims 81,015 88,110 101,990
115,459 124,780 134,497
Net earned premium 145,442 165,707 183,238
Combined operating ratio 79.4% 75.3% 73.4%
Solvency Coverage Ratio – Pre-Dividend
2021
£’k
2020
£’k
2019
£’k
Solvency II net assets 110,114 122,500 127,0 8 6
Solvency capital requirement 52,955 60,327 59,495
Solvency coverage ratio – pre-dividend 207.9% 20 3.1% 213.6%
Solvency Coverage Ratio – Post-Dividend
2021
£’k
2020
£’k
2019
£’k
Solvency II net assets 110,114 122,500 127,0 86
Less: Final dividend (23,250) (29,250) (20,250)
Solvency II net assets (post-dividend) 86,864 93,250 106,836
Solvency capital requirement 52,955 60,327 59,495
Solvency coverage ratio – post-dividend 164.0% 154.6% 179.6%
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Appendix – Financial Reconciliations
continued
Return on Tangible Equity
2021
£’k
2020
£’k
2019
£’k
IFRS net assets at year end 252,727 266,400 267,417
Less:
Goodwill at year end (156,279) (156,279) (156,279)
Closing tangible equity 96,448 110,121 111,138
Opening tangible equity 110,121 111,13 8 108,869
Average tangible equity 103,285 110,6 3 0 110,0 0 4
Adjusted profit after tax 30,14 0 39,798 45,711
Return on tangible equity 29.2% 36.0% 41.6%
Dividend Payout Ratio
2021
£’k
2020
£’k
2019
£’k
Adjusted profit after tax 30,14 0 39,798 45,711
Dividend declared in respect of the financial year 32,500 53,000 32,000
2019 deferred special dividend (13,000) 13,000
Effective dividend declared in respect of the financial year 32,500 40,000 45,000
Dividend payout ratio 107.8% 100.5% 98.4%
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Appendix – Financial Reconciliations
continued
Shareholder Profile as at 31 December 2021
Balance Ranges
Total Number of
Holdings
Percentage of
Holders
Total Number of
Shares % Issued Capital
1-100 12 3.30% 671 0.00%
101-1,000 42 11.5 4% 23,059 0.01%
1,001-10,000 92 25.27% 371,578 0.15%
10,001-100,000 84 23.08% 3,008,877 1.20%
100,001-1,000,000 87 23.90% 28,063,150 11.2 3%
1,000,001-999,999,999 47 12.91% 218,532,665 87.41%
Totals 364 100.00% 250,000,000 100.00%
Party Type No Of Holders
% of Holders
within Type Balance % Issued Capital
Male 34 9.34% 468,774 0.19%
Nominee 221 6 0.71% 199,488,008 79.80%
Bank 2 0.55% 2,120 0.00%
Limited Company 67 18.41% 42,121,622 16.85%
Other Organisation 29 7.97% 7,80 6,314 3.12%
Female 11 3.02% 113,16 2 0.05%
Total 364 100.00% 250,000,000 100.00%
Party Type No Of Holders
% of Holders
within Type Balance % Issued Capital
Private Individuals 45 12.36% 581,936 0.23%
Nominee Companies 221 60.71% 199,488,008 79.80%
Limited & Public Limited Companies 67 18.41% 42,121,622 16.85%
Other Organisations & Banks 31 8.52% 7,808,434 3.12%
Total 364 100.00% 250,000,000 100.00%
Share Price
London Stock Exchange, pence per 0.01 pence share
Highest 286.00p
Lowest 175.00p
Financial Calendar
Full Year Results 22 March 2022
Trading Update 25 May 2022
Annual General Meeting 25 May 2022
Half Year Results 26 July 2022
Trading Update 13 October 2022
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Shareholder
Information
Dividend Calendar
2021 Final Dividend Payment Dates
*
Ex-dividend date 28 April 2022
Record date 29 April 2022
Payment date 1 June 2022
2022 Interim Dividend Payment Dates
**
Ex-dividend date 18 August 2022
Record date 19 August 2022
Payment date 22 September 2022
* subject to shareholder approval
** dates and dividend not yet finalised
Shareholder Queries
Share dealing services
Enquiries relating to shareholdings, such as the transfer of shares, change of name or address, lost share certificates or dividend cheques, should be referred to the
Company’s Registrar at:
Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA.
Shareholder helpline is 0371 384 2030 (UK), +44 121 415 7047 (International) and 0371 384 2255 (MiniCom).
Lines are open 9.00am to 5.00pm, Monday to Friday, excluding Bank Holidays in England and Wales.
For telephone share dealing call 0345 603 7037 between 8.00am and 4.30pm, Monday to Friday.
For internet dealings log onto www.shareview.co.uk/dealing
Dividend mandates
Shareholders who wish dividends to be paid directly into a bank or building society should contact the Company’s Registrar, Equiniti Limited, foradividend mandate
form. This method of payment removes the risk of delay or loss of dividend cheques in the post and ensures that your account is credited on the due date.
Electronic communications
Shareholders can elect to receive shareholder documents electronically by registering with Shareview at www.shareview.co.uk. This will save on printing and
distribution costs, creating environmental benefits. When you register, you will be sent an email notification to say when shareholder documents are available on
our website and you will be provided with a link to that information. When registering you will need your shareholder reference number which can be found on your
share certificate or proxy form. Please contact Equiniti Limited if you require any assistance or further information. Equiniti Limited’s shareholder helpline is 0371
384 2030 (UK), +44 121 415 7047 (International) and 0371 384 2255 (MiniCom). Lines are open 9.00am to 5.00pm, Monday to Friday, excluding Bank Holidays in
England and Wales.
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Shareholder information
continued
Cautionary note regarding forward-
looking statements
This Annual Report includes statements that are
forward-looking in nature. Forward-looking
statements involve known and unknown risks,
assumptions, uncertainties and other factors which
may cause the actual results, performance or
achievements of the Group to be materially different
from any future results, performance or
achievements expressed or implied by such
forward-looking statements. Except as required by
the Listing Rules, Disclosure and Transparency
Rules and applicable law, the Company undertakes
no obligation to update, revise or change any
forward-looking statements to reflect events or
developments occurring on or after the date of this
Annual Report.
Website
The corporate website address is
www.sabreplc.co.uk
The investor section of the website includes:
Regulatory news
Share price information
Financial results announcements
Registered office
Sabre House
150 South Street
Dorking
Surrey
RH4 2YY
Registered in England and Wales. Registered
number 10974661
Directors, advisers and other information
Directors
Andrew Pomfret
Geoff Carter
Ian Clark
Karen Geary
Michael Koller
Rebecca Shelley
Adam Westwood
Company Secretary
Anneka Kingan
Auditor
Ernst & Young LLP
25 Churchill Place,London,E14 5EY
Company Brokers
Barclays Bank plc
1 Churchill Place, London, E14 5LB
Numis Securities Limited
45 Gresham St, London, EC2V 7BF
Peel Hunt LLP
100 Liverpool Street, London, EC2M 2AT
Principal Bankers
National Westminster Bank plc
14 High St,Dorking,RH4 1AX
Lloyds Bank plc
120-124 High St, Dorking, RH4 1BB
Public Relations
Tulchan Communications Group Limited
85 Fleet Street, London, EC4Y 1AE
Solicitors
Dickson Minto W.S.
16 Charlotte Square, Edinburgh,EH2 4DF
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Strategic Report Governance Financials
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