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FBD Holdings plc Annual Report 2004

FBD Holdings plc - Zonebourse.com€¦ · FBD Group’s core business is insurance underwriting. In addition, the Group has developed complementary property/leisure interests and

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Page 1: FBD Holdings plc - Zonebourse.com€¦ · FBD Group’s core business is insurance underwriting. In addition, the Group has developed complementary property/leisure interests and

FBD Holdings plcAnnual Report 2004

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FBD Group’s core business is insuranceunderwriting. In addition, the Group hasdeveloped complementary property/leisureinterests and financial service businesses.

Contents

Financial Highlights 1-3

FBD Update 4-5

Chairman’s Statement 6-8

Review of Operations 10-12

Board of Directors and Other Information 14

Report of the Directors 15-17

Corporate Governance Statement 18-21

Independent Auditors’ Report 22-23

Financial Statements Statement of Accounting Policies 25-27

Group Profit and Loss Account/

Technical Account - General Business 28

Group Profit and Loss Account/Non-Technical Account 29

Group Balance Sheet 30-31

Company Balance Sheet 32

Group Cash Flow Statement 33

Statement of Total Recognised Gains and Losses 34

Reconciliation of Movement in Ordinary Shareholders’ Funds 34

Notes to the Financial Statements 35-52

Notice of Annual General Meeting 53-55

Group Directory 56

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FBD HOLDINGS PLC ANNUAL REPORT 2004 1

€126.0mOperating profit

258.84centOperating earnings per 60c ordinary share

40.00centDividend per 60c ordinary share

887.97centNet assets per 60c ordinary share

Financial Highlights

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2 FBD HOLDINGS PLC ANNUAL REPORT 2004

0

200

400

600

800

1000

cent

Growth in net assets per 60c ordinary share 1989 - 2004

89 90 91 92 93 94 95 96 97 98 99 00 01 02 03 04

Financial Highlights continued

“Delivering long term sustainable value.”

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FBD HOLDINGS PLC ANNUAL REPORT 2004 3

Turnover (€m)

500

400

300

200

100

000 01 02 03 04

2004 2003 Change€000s €000s %

as restated

Operating profit 125,961 115,699 +8.9%

Turnover 471,858 500,494 -5.7%

Gross premiums written 351,487 368,619 -4.6%

2004 2003 ChangeCent Cent %

as restated

Operating earnings per 60c ordinary sharebased on longer term investment return 258.84 238.10 +8.7%

Dividend per 60c ordinary share 40.00 27.60 +44.9%

Net assets per 60c ordinary share 887.97 675.29 +31.5%

Calendar

Preliminary announcement 9th March 2005

Annual General Meeting 27th April 2005

Final dividend 3rd May 2005

Operating profit (€m)

Operating earnings per 60c ordinaryshare based on longer term

investment return (cent)Dividend per 60c

ordinary share (cent)

295

343

422

500

472

250

200

150

100

50

000 01 02 03 04

55.8

8

60.2

3

75.6

8

238.

10

258.

84

35

30

25

20

15

000 01 02 03 04

17.7

5

19.5

0

22.0

0

27.6

0

40.0

0

125

100

75

50

25

000 01 02 03 04

28 31 38 116

126

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FBD Update

4 FBD HOLDINGS PLC ANNUAL REPORT 2004

FBD InsuranceCustomers of the Insurance Company benefited fromsizeable premium reductions during 2004 arising from avery positive underwriting performance. In addition, theCompany introduced a €30m. special loyalty discountwhich applied to policies renewing from the middle ofOctober for a 12 month period.

A new office was opened in Ballina and offices inWaterford, Drogheda and Cork all relocated to largerpremises during the year. In Dublin, the Company relocatedand expanded its Dublin commercial lines office to the NaasRoad and doubled the number of staff. It continued todevelop its presence in the Dublin market. The Companyalso established a new personal lines office on the NaasRoad to deal with enquiries on the 1850 617 617 numberand all internet enquiries.

FBD BrokersFBD Brokers are major providers of risk management andinsurance broking services to the food and allied sectorsand continue to grow their base of corporate customers.Their unique risk management safety system and alternativerisk financing concepts offer customers flexible solutions,tailor made to meet their specific requirements.

FBD now sponsors Fair City, Ireland’s leading soap.

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FBD HOLDINGS PLC ANNUAL REPORT 2004 5

FBD Life & PensionsFBD Life & Pensions continues its growth as an independentadvisor to a broad spectrum of individuals and businesses. 2004 saw the successful introduction of the“Business Solutions” concept. Through this, FBD now offersbusiness clients a process which includes a full review andplan, not just for their company pension schemes, but many other important areas of financial planning. These include advice on partnership and key maninsurance, commercial lending, investment alternatives, tax planning etc.

FBD Property & Leisure At La Cala in Spain, the third 18 hole championship golfcourse will be ready for play in early March 2005. Work iscompleted on the 32 Los Colinas villas/townhouses and iswell underway on the 128 apartments in the Real Altavistadevelopment. Work has commenced on the new spa facilityat the exclusive hotel at La Cala.

Following a major investment programme in recent years,Sunset Beach Club in Benalmadena on the Costa del Solcontinues to attract large numbers of Irish/European andNorth American visitors. A major marketing/ salesprogramme is underway to deal with the challengingmarket conditions in the hotel and leisure sector globallyand in particular in the off peak season.

In the Tower Hotel Group, which is 75% owned by FBD,work was completed on the new 4 Star Castleknock Hoteland Country Club which is now open, employing 140 staff.It complements the other 5 hotels in the Group located inWaterford City, Faithlegg, Castlerosse - Killarney, Derry andin Temple Bar, Dublin.

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Chairman’s Statement

6 FBD HOLDINGS PLC ANNUAL REPORT 2004

Michael Berkery, Chairman, at the new Castleknock Hotel & Country Club.

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FBD HOLDINGS PLC ANNUAL REPORT 2004 7

Delivering Success

It gives me great pleasure to report on the most successful year ever inthe history of the FBD Group. 2004 delivered excellent results and the

Group maintained growth momentum.

This is reflected in the following key financial measures:• Operating profits up by 8.9% to €126m.• Earnings per share up by 8.7% to 258.84 cent.• Net assets per share up by 31.5% to 887.97 cent.

Arising from the strong results, the Board is recommendinga final dividend of 27.28 cent per share. This will bring thetotal dividend for the year to 40 cent, an increase of 45%on 2003. This dividend represents a special increase andbrings the payout to a new level. It indicates the Board’sintention to move dividend cover in line with market norms,in due course.

In his review of operations, Philip Fitzsimons, Chief Executive,reports on the elements that make up the Group’s financialresults. I am confining my comments, therefore, to the widerissues that impact on FBD’s businesses.

Insurance UnderwritingShareholders are all aware that the past couple of years havebeen favourable for insurers and policyholders alike. FBD andits customers are no exceptions in this regard. Underwritingresults have been positive and, simultaneously, policyholdershave benefited from significant premium reductions. FBDpolicyholders are benefiting additionally from a loyaltydiscount that amounts to €30m. in total. This welcomescenario arises from the improved claims environment whichhas emerged as a result of the various reform measureswhich have been introduced, or which are planned, on footof the 2002 MIAB Report. That said, I wish to express myconcern that the momentum which has driven theimprovements to date is in danger of stalling or beingimpeded. For example, the Inter-Ministerial Committee of theTánaiste, the Minister for Justice and the then Minister forTransport, played a key role in advancing the reform agenda.Regrettably, this Committee was not reconstituted after theCabinet changes last Autumn. Also, there has been aninordinate delay in getting the Garda Traffic Corps up and

running; indeed, we are all sadly aware of the deterioratingtrend in road deaths and serious accidents over the past year.Regrettably, too, the menace and huge cost burden ofuninsured drivers still remains with us.

More recently, the successful court challenge to PIAB, whoseprimary purpose is the elimination of the excessive legalcosts that have been historically associated with personalinjury claims, rings a cautionary bell. Furthermore, there isevidence that Court awards are at the higher and higherplus end of the PIAB’s Book of Quantum; this is not whatwas anticipated. All of these matters highlight the need tomaintain the focus and impetus for the reforming measures.

Property & LeisureFBD Group has significant hotel, leisure and propertyinvestments. Returns are not immune from global eventsand economic developments. The fall out from thesituation in Iraq, the dollar weakness and the sluggishEuropean economy impact on our interests. In Ireland, thewisdom and merit of the Government’s decision in theDecember 2003 budget to extend tax breaks associatedwith hotel developments has been called into question bythe industry. Over capacity in the market is regarded as areality and any further extension of the tax break beyondthe July 2006 deadline would be a matter of concern. Inthis regard, FBD welcomes the decision of the Minister forFinance to review the economic efficacy of such taxinduced investments.

Board and ManagementOver the years, FBD has had a very competentManagement Team and Board who have grown thebusiness and who have realised the opportunities of theday. At this juncture in the life of FBD, the Directorsdecided that it was an appropriate time to reshape thecomposition and membership of the Board and also tomake new appointments at other levels. In 2004, the

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following changes have taken place. Paul O’Callaghan,who served the Group for 34 years and who was ChiefExecutive up to June 2003, retired as an ExecutiveDirector on 31st December last. I wish to express mysincere thanks to Paul for the immense contribution hemade to FBD. Willy Duron and Alfons Wouters, both NonExecutive Directors, also retired during the year. I expressmy appreciation to them, also.

New appointments to the Board were made in the courseof 2004. Johan Thijs and Vincent Sheridan were co-optedas Non Executive Directors and I warmly welcome them.Executive Director appointments were also made. AndrewLangford and Adrian Taheny, both of whom held SeniorManagement positions in the Group, joined the Board asDirector - Finance and Director - Insurance Marketing andSales, respectively. I have every confidence that they willmake a significant contribution to the Group at Board level.

In addition to the foregoing, the following SeniorExecutive Managers were promoted to the Boards of theGroup’s major subsidiaries: Eimear O’Broin joined theBoard of FBD Insurance plc; David J. Flynn, Denis Foley,David Kelly and Enda O’Brien joined the Board of FBDProperty & Leisure Limited; Eamonn Bergin and NoelSkelton joined the Board of FBD Insurance BrokersLimited. These appointments strengthen theorganisational structure of the Group and bring increasedstrategic focus to our businesses.

The membership of the Board is altering still further withthe decision of long serving Directors, John Duggan,Michael Morley and Hugh Ryan to retire at theforthcoming Annual General Meeting. I would like toconvey deep gratitude, on my own behalf and on behalfof fellow Directors and all shareholders, for the greatservice and commitment they have given to FBD over along period.

Corporate GovernanceCorporate Governance and Directors’ Responsibilities arematters which have come very much to the fore in recenttimes. They are important and relevant issues. However,concern, which I share, has been expressed by manyreputable practitioners that the measures are over-prescriptive and not necessarily business performanceenhancing. A burgeoning industry, giving rise to substantialadditional costs on businesses, is emerging. One mustquestion whether due regard for the cost/benefit impact onindividual enterprises has been taken into consideration. Ifeel that shareholders need to be alerted to these facts.

ProspectsI am confident regarding FBD Group’s prospects. Buoyanteconomic growth in Ireland provides a positive platform forus to maximise our strong position in our target insuranceand financial service markets. Plans to grow our presence inDublin and other cities are well advanced and bearing fruit.On the leisure and property side, we continue to expand athome and abroad. The opening in February of this year ofthe latest hotel in the Tower Hotel Group, the Four StarCastleknock Hotel & Country Club, is evidence of ourexpansion plans in the Irish leisure sector, whilst the thirdcourse at La Cala in Spain is now up and running.

The Group is pursuing clearly defined development plansand I believe that we will continue to achieve ourobjectives. In expressing that belief, I look to Management,Staff and Board who have displayed the capacity and abilityto achieve over many years. I wish to conclude by thankingthem for their efforts in the year under review. Their effortshave delivered major success.

Michael BerkeryChairman

8th March 2005

Chairman’s Statement continued

8 FBD HOLDINGS PLC ANNUAL REPORT 2004

David J. Flynn (centre), Company Secretary, with newlyappointed Executive Directors, Adrian Taheny andAndrew Langford.

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FBD HOLDINGS PLC ANNUAL REPORT 2004 9

FBD Insurance achieved strong growth in personal lines business during 2004 whilst, at the same time,implementing sizeable premium reductions for customers. In addition, a €30m. special loyalty discountwas introduced for all existing core product policyholders at renewal. An integral part of our strategyis to grow organically by extending our cost efficient direct sell business model into the cities and largertowns in Ireland. In the past year, we engaged an additional 32 sales and customer service personnel inour Dublin Business Unit in a roll out of our development plans. Further investment has been made inour extensive nationwide network of 50 local offices.

A Successful Year

Staff working in the newPersonal LinesContact Centre on the Naas Road, Dublin.

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10 FBD HOLDINGS PLC ANNUAL REPORT 2004

Review of Operations

Philip Fitzsimons, Chief Executive,in the relocated and expandedDublin Commercial Lines Sales Office.

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FBD HOLDINGS PLC ANNUAL REPORT 2004 11

Continued Growth

I am very pleased to report another set of excellent results for our Group for year ended 31st December 2004.

Operating profit grew to €126m. (2003: €115.7m.), resultingin operating earnings per share of 258.84 cent, an increase of8.7% over 2003 (238.10 cent). Net assets per shareamounted to 887.97 cent at year end (2003: 675.29 cent).

A final dividend of 27.28 cent is being recommended bythe Board, bringing the total dividend for the year to 40.00cent, an increase of 45% on the corresponding 2003 figure(27.60 cent).

The contribution of each of the Group’s business divisions isoutlined below.

Insurance UnderwritingFBD Insurance operating profit increased by €12.0m. to€107.3m. (2003: €95.3m.). The following are the keyfinancial figures underpinning that result.• Gross premiums written fell by 4.6% to €351.5m. This

was after implementing sizeable rate reductions acrossall major classes of insurance and after deducting €30m.in respect of a customer loyalty discount. The fall inpremium masks strong growth in policy numbers, wheresales in personal lines business were well above target.Notwithstanding the aforementioned premiumreductions, net earned premiums grew by 2% to€296.2m., reflecting higher retentions for reinsurancepurposes and the earn out of buoyant 2003 sales.

• Net incurred claims increased by 2.5% to €199.1m.Motor and property claim costs rose, reflecting increasedexposure. The October 2004 floods also impactedadversely on the property result. These increases inclaims costs were offset somewhat by a reduction inliability claim costs which benefited from savings on prioryear claims estimates.

• Net operating expenses at €32.5m. were down €2.7m.on last year. The effect of the change in the accountingtreatment of deferred acquisition costs, which occurredin 2003, gave rise to this.

• The underwriting profit resulting from the foregoingrevenue and cost elements amounted to €64.7m., anincrease of €3.7m. on 2003.

• Longer term investment returns grew by €6.0m. to€39.8m., reflecting growth in funds invested. Otherincome increased by €2.6m. to €3.0m. These items,together with the underwriting result, produced aninsurance operating profit of €107.3m.

Property & LeisureThis division includes the Group’s interests in the TowerHotel Group in Ireland, La Cala and Sunset Beach Resorts inSpain and other property related investments. The divisioncontributed €14.5m. (2003: €15.8m.) to overall operatingprofit. The economic climate for the leisure industry, globally,was weak in 2004 and impacted on our businesses. Hoteland golf visitor numbers were reduced, compared to 2003.Property sales and handovers at La Cala were somewhatlower than targeted and short of the figure booked in 2003when the entire Los Altos apartment development washanded over.

Financial Services The Group’s non-underwriting financial service businessesinclude FBD Brokers, FBD Life and Abbey Finance. The divisiondelivered operating profits of €4.2m. (2003: €4.5m.). Thisresult was achieved in markets which experienced fallingpremiums and, consequently, falling commission levels.

Balance SheetTotal assets at year end amounted to €1,460m., anincrease of 16.8% on 2003. Ordinary shareholders’ fundsamounted to €372.2m., an increase of 33.4% for the year.Short term fluctuations in investment returns had a positiveimpact of €12.2m. This was largely attributable to a strongequity performance. Government bond returns, thoughpositive, were weak in what were regarded generally asdifficult market conditions.

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12 FBD HOLDINGS PLC ANNUAL REPORT 2004

DividendAs already mentioned, a final dividend of 27.28 cent isbeing recommended by the Board. This will bring the totaldividend for the year to 40.00 cent (2003: 27.60 cent). Thisrepresents a special rate of increase, which brings dividendpayout to a considerably higher level. It indicates theBoard’s intention to bring dividend cover in line with marketnorms in due course.

The final dividend will be paid on 3rd May 2005 toshareholders on the Company’s Register at close of businesson 18th March 2005. The final dividend is subject towithholding tax (DWT) except for shareholders who areexempt from DWT and have furnished a properly completedComposite Resident Form to the Company’s Registrar.

Prospects/OutlookWe are confident that we will continue to grow ourbusinesses in 2005 and beyond.

In our core insurance underwriting activity, and in commonwith other insurers in Ireland, we have benefited over thepast couple of years from improvements in the claimsenvironment. The various infrastructural measures that havebrought this about have been well documented. In ourexperience, the fall in the incidence of injury claims whichhas occurred has been one of the most noteworthy andsignificant outcomes. Going forward, the need for theGovernment to maintain momentum in implementing all ofthe insurance reforms which have been identified is ofparamount importance to insurers and policyholders alike.

Claims reserving policy and practice are extremely crucialfactors in determining underwriting results. FBD hasconsistently adopted a conservative approach in this regardand continues to do so. Our cautious reserving policy has,historically, seen settlement savings emerge on prior yearclaim estimates. We have not amended our claim reservingmodels or assumptions in anticipation of potential savingsarising from legislative and other measures that haverecently been introduced or are scheduled to be; forexample, the Personal Injuries Assessment Board, provisionsin the 2003 Civil Liability & Courts Act etc. The ultimateimpact of these measures will not be known for some time.We will wait for sufficient factual evidence and settlementexperience to emerge before altering our claims reservingapproach in any significant way.

Arising from the relative reduction in claims incurred inrecent times, FBD policyholders have benefited significantlyby way of lower premiums. Competition in the marketplace

also dictates that policyholders benefit from the improvedclaims/income ratio and that economic levels of return willobtain for risk capital. FBD recognises these realities and isimplementing plans to grow customer numbers so as toensure bottom line profit growth in the era of anticipatedlower margins. We currently hold approximately 9% marketshare and see considerable scope for further growth. We have been investing significant expenditure in brandbuilding. This has been undertaken as an integral part ofour strategy to grow organically by extending our costefficient, direct sell, business model into the cities andlarger towns in Ireland. In the past year, we engaged anadditional 32 sales and customer service personnel in ourDublin Business Unit in a roll-out of our development plans.Our relatively low cost/income ratio enhances ourcompetitive position. Underwriting trends continue to bemonitored on an ongoing basis and we anticipate furtherpremium reductions in a number of business lines whereour current analysis is indicating that they are warranted.

External political and economic circumstances, combinedwith changing market dynamics meant that 2004, was achallenging year for our leisure and property businesses.During the year, to strengthen our position in our targetmarkets, we undertook business remodelling, introduced newselling channels and implemented organisational changes.Our biggest leisure/property investment is the La Cala Resorton Costa del Sol. It has established itself as one of the premierresidential and golf resorts in Southern Spain. Ourdevelopment of La Cala is being undertaken in a manner andat a pace that enhances the resort’s intrinsic value, with eachcompleted building project delivering satisfactory margins.

We are pleased with progress in the year to date and willcontinue working to ambitious, realistic targets aimed atdelivering long term shareholder value.

In conclusion, I wish to thank my Management and Staffcolleagues for their continued commitment and enthusiasmin pursuing our development plans. Their efforts, togetherwith the guidance and support of our Board, has enabledthe Group to increase its base of satisfied customers and to maintain our profitable growth. The Senior ExecutiveManagement Team has been further strengthened by key promotions in the past year and all remain intent ondelivering long term sustainable value to FBD’s stakeholders.

Philip FitzsimonsChief Executive

8th March 2005

Review of Operations continued

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FBD HOLDINGS PLC ANNUAL REPORT 2004 13

Building on Success

Our biggest leisure/property investment is the La Cala Resort on Costa del Sol. It has established itself asone of the premier residential and golf resorts in Southern Spain. Our development of La Cala is beingundertaken in a manner and at a pace that enhances the resort’s intrinsic value, with each completedbuilding project delivering satisfactory margins.

Los Colinas Townhouse at La Cala in Spain.

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14 FBD HOLDINGS PLC ANNUAL REPORT 2004

Board of Directors and Other Information

BOARD OF DIRECTORS

ChairmanMichael Berkery

Executive DirectorsPhilip Fitzsimons (Chief Executive) Andrew LangfordAdrian Taheny

Non Executive DirectorsJohn DillonJohn DonnellyJohn DugganPhilip LynchMichael MorleyPatrick O’KeeffeJoseph ReaHugh RyanJohan Thijs (Belgian)Vincent Sheridan (Senior Independent Director)

BOARD COMMITTEES

Audit Committee Vincent Sheridan (Chairman)Patrick O’Keeffe Joseph Rea

Remuneration Committee Michael Berkery (Chairman) Patrick O’Keeffe

Nomination Committee Michael Berkery (Chairman)John DonnellyPhilip LynchPatrick O’Keeffe

SECRETARY AND REGISTERED OFFICEDavid J. Flynn,FBD House,Bluebell,Dublin 12.

AUDITORSDeloitte & Touche,Chartered Accountants,Deloitte & Touche House,Earlsfort Terrace,Dublin 2.

STOCKBROKERSBloxham Stockbrokers,2/3 Exchange Place,IFSC,Dublin 1.

REGISTRARS AND TRANSFER OFFICEComputershare Investor Services (Ireland) Limited,Corrig Road,Sandyford Industrial Estate, Dublin 18.

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FBD HOLDINGS PLC ANNUAL REPORT 2004 15

The directors present their annual report and auditedfinancial statements for the year ended 31st December 2004.

Principal ActivitiesThe company is a holding company. The Group is adiversified insurance group with property and leisureinterests in Ireland and abroad.

Business ReviewThe affairs of the Group are reviewed in the Chairman’sstatement on pages 6 to 8 and in the review of operationson pages 10 to 12.

Results and DividendsThe results for the year are shown in the Group profit andloss account on pages 28 and 29. The directors propose afinal dividend on the 60c ordinary shares of 27.28c. Thisbrings the total dividend for the year to 40c, an increase of 45% on 2003.

PensionsInformation in relation to the Group’s pension schemes isgiven on pages 50 and 51 (Note 21).

SubsidiariesThe company’s principal subsidiaries, as at 31st December2004 are listed on page 52 (Note 22).

DirectorsThe present members of the board of directors are namedon page 14.

Mr. Willy Duron resigned as a director on 7th May 2004.Mr. Paul O’Callaghan and Mr. Alfons Wouters resigned asdirectors on 31st December 2004. Mr. Andrew Langfordand Mr. Adrian Taheny were appointed as directors on 10thDecember 2004. Mr. Vincent Sheridan and Mr. Johan Thijswere appointed as directors on 24th August 2004 and 7thMay 2004 respectively.

In accordance with the Articles of Association, Mr. JohnDillon, Mr. John Donnelly, Mr. Andrew Langford, Mr. Vincent Sheridan, Mr. Adrian Taheny and Mr. JohanThijs will retire at the Annual General Meeting and arerecommended by the directors for election or re-election as appropriate.

In accordance with section A.7.2 of the Combined Code onCorporate Governance, Mr. Michael Berkery, Mr. JohnDuggan, Mr. Michael Morley, Dr. Patrick O’Keeffe, Mr. Joseph Rea and Mr. Hugh Ryan, all having servedlonger than nine years, will retire at the Annual GeneralMeeting. All of these directors continue to discharge theirresponsibilities to the highest standards. Mr. John Duggan,Mr. Michael Morley and Mr. Hugh Ryan have indicated theywill not be seeking re-election at the Annual GeneralMeeting. Mr. Michael Berkery, Dr. Patrick O’Keeffe and Mr.Joseph Rea are recommended for re-election.

No service contracts exist for the directors proposed forelection or re-election.

Non Executive DirectorsMichael Berkery was elected Chairman of the Companyin 1996 and is Chief Executive of the Irish Farmers’Association. He is Praesidium of COPA (The EuropeanFarmers’ Union) and a member of the National Economicand Social Council and the General Review Committee ofthe Government National Partnership Programme. He isDirector of a number of other companies. There were nochanges in his commitments during 2004.

John Dillon is a farmer. He is the President of the IrishFarmers’ Association.

John Donnelly is a farmer. He is a former President of theIrish Farmers’ Association, a member of the EU Economicand Social Committee and is a Director of a number ofother companies.

John Duggan is a farmer. He is a former Chairman ofAvonmore Foods plc and Glanbia Foods plc and a formerBoard Member of An Bord Bia. He is a Director of a numberof other companies.

Philip Lynch is a native of Innishannon, West Cork, andwas educated at Hamilton High School, CopsewoodCollege and Waterford Institute of Technology. He isChairman of IAWS Group plc, having been GroupManaging Director from when he joined the Company in1983 to October 2003. Mr. Lynch is a Director of HeitonGroup plc, Irish Life and Permanent plc, C & C Group plc,A. Heistand Holding AG, and Coillte Teoranta. Philip andhis wife, Eileen, live in County Kildare and have fouradult children.

Report of the Directors

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16 FBD HOLDINGS PLC ANNUAL REPORT 2004

Report of the Directors continued

Michael Morley is Secretary of Connacht GoldCo-operative Society Limited. He is a Director of a numberof other companies.

Dr. Patrick O’Keeffe retired as Chairman in 1996 havingbeen Chairman of this Company since it was incorporatedin 1988. He was Chairman of the original FBD companies,which comprise the Group, since their inception in the early1970s. A former Editor and Chief Executive of the IrishFarmers’ Journal, he is currently Chairman of theAgricultural Trust Limited and is also a Director of a number of other companies.

Joseph Rea is a farmer. He is a former President of the IrishFarmers’ Association and was Chairman of Teagasc, theState Agriculture and Food Development Authority.

Hugh Ryan is a farmer. He is a Director of a number ofother companies.

Vincent Sheridan has been Chief Executive of VhiHealthcare since 2001. Prior to that he was Group ChiefExecutive of the Norwich Union Insurance Group in Irelandfor ten years. He is a past president of the Irish InsuranceFederation, the Insurance Institute of Ireland and the IrishAssociation of Investment Managers. He was a Director ofthe Irish Stock Exchange for nine years to June 2004. He isa council member of the Institute of Chartered Accountantsin Ireland, the International Federation of Health Plans andthe Financial Reporting Council in the UK.

Johan Thijs is Belgian. He obtained a Master of Science(Applied Mathematics) degree and qualified as an Actuaryat KU Leuven. He joined ABB Insurance in 1989 and havingheld a number of executive positions is now GeneralManager non-life at KBC Insurance.

Executive Directors Recommended for Election at theAnnual General MeetingAndrew Langford joined FBD Group in 1996 as GroupFinancial Accountant. In July 2003, he was appointedExecutive Director - Finance in FBD Insurance plc. Prior toworking in FBD, he worked in Deloitte & Touche where hequalified as a Chartered Accountant.

Adrian Taheny joined FBD Holdings plc as GroupDevelopment Manager in 1997. In July 2003 he wasappointed Executive Director - Marketing & Sales in FBDInsurance plc. Prior to joining FBD, he worked with theEBS Building Society, where he held the position ofAssistant General Manager - Marketing.

Directors’ and Secretary’s InterestsInformation in relation to directors’ and secretary’s interestsis given on pages 47 to 49 (Note 20). There has not beenany contract or arrangement with the Company or anysubsidiary company during the year in which a director ofthe Company was materially interested and which wassignificant in relation to the Company’s business.

Substantial ShareholdingsThe directors have been informed of the followingshareholdings of 3% or more at 31st December 2004.

Ordinary SharesFarmer Business Developments plc 31.1%KBC Insurance 22.1%Bank of Ireland Asset Managers 12.4%FBD Trust Company Limited 7.1%

Over a number of years, FBD Insurance plc, the Group’sprincipal subsidiary, has acquired a shareholding of 10.2%in Farmer Business Developments plc. Thus, indirectly, FBDInsurance plc has an interest in 3.2% of the ordinary sharesof FBD Holdings plc.

14% Non-Cumulative Preference SharesFarmer Business Developments plc 75%KBC Insurance 25%

8% Non-Cumulative Preference SharesFBD Trust Company Limited 58%KBC Insurance 29%Farmer Business Developments plc 13%

AuditorsThe auditors, Deloitte & Touche, Chartered Accountants,continue in office in accordance with Section 160(2) of theCompanies Act, 1963.

Health and SafetyThe well-being of the Group’s employees is safeguardedthrough the strict adherence to health and safety standardsthroughout all group locations, and all relevant companieswithin the Group meet the requirements of the Safety,Health and Welfare at Work Act, 1989.

Close Company ProvisionsSo far as the directors are aware, the Company is not a close company within the definition of the TaxesConsolidation Act, 1997. There has been no change in this respect since 31st December 2004.

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FBD HOLDINGS PLC ANNUAL REPORT 2004 17

Proper Books and RecordsThe directors have taken appropriate measures to ensurecompliance with Section 202 of the Companies Act, 1990.The specific measures taken are the employment of suitablyqualified accounting personnel and the maintenance ofappropriate accounting systems. The books of account arelocated at FBD House, Bluebell, Dublin 12.

Accounting StandardsFor all accounting periods beginning from 1st January2005, the Group will report results under InternationalFinancial Reporting Standards (IFRS). IFRS will be therequired reporting basis for all EU listed companies.Currently the Group’s results are reported under Irishgenerally accepted accounting principles (GAAP). TheGroup has undertaken an implementation project to effecttransition from GAAP to IFRS.

Special Business at the Annual General MeetingThe notice of the Annual General Meeting of theCompany which will be held at 11.00 a.m. on Wednesday,27th April 2005 in FBD House, Bluebell, Dublin 12, is setout on pages 53 to 55. In addition to the usual business,your board proposes the following special resolutionsnumbered 8 to 12 which are summarised as follows:

Resolution 8 - Authority to Allot Relevant SecuritiesThe Articles of Association of the Company generally andunconditionally authorise the directors to allot relevantsecurities. Resolution 8 proposes to amend the articles so as toprovide that the directors be authorised to issue the unissuedshare capital as at the close of business on 27th April 2005and that such authority will expire on 27th April 2009.

Resolution 9 - Limited Exemption from Statutory Pre-emption rightsResolution 9 will be proposed at the meeting to continuethe limited exemption from the statutory pre-emption rightsand empower the board to allot shares for a further fifteenmonths, or until the date of the next Annual GeneralMeeting if earlier, up to a maximum of 5% of the ordinaryshare capital.

Resolution 10 - Market Purchases of Own SharesAt last year’s Annual General Meeting, shareholdersgranted authority to the Company and its subsidiaries topurchase up to 10% of the Company’s own shares anddefines the maximum and minimum price. Resolution 10renews these powers which will expire at the next AnnualGeneral Meeting or at a date which is fifteen months afterthe date on which the resolution is passed.

Resolution 11 - Re-issue Treasury SharesResolution 11 renews the authority granted to theCompany at last year’s Annual General Meeting to set theprice range at which treasury shares may be re-issued off-market by the Company. As with resolution 10, thisresolution proposes to renew this authority until the nextAnnual General Meeting or at a date fifteen months afterthe date on which the resolution is passed.

Resolution 12 - Executive Share Option SchemeAll share options allocated by the Company on 18th April2000 have been allocated. Resolution 12 amends the rulesof the Executive Share Option Scheme to allow new shareoptions to be granted to executives.

Approval of Financial StatementsThe financial statements were approved by the board on8th March 2005.

Signed on behalf of the board:

Michael Berkery Philip FitzsimonsChairman Chief Executive

8th March 2005

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18 FBD HOLDINGS PLC ANNUAL REPORT 2004

Compliance with the Combined CodeFBD Holdings plc is committed to high standards ofcorporate governance throughout the Group. The boardconsiders that the Group has been in compliance with thecode provisions set out in section 1 of the Combined Codeon Corporate Governance issued by the Financial ReportingCouncil in July 2003 except that:• A Nomination Committee was not appointed by the

board until 2nd March 2004. Prior to this datenomination responsibilities were retained by the board.

• Up to 10th December 2004 the Group Chairman wasalso Chairman of the Audit Committee. This was atransitional arrangement.

• The Group Chairman continues to chair theRemuneration Committee. The board’s view is that he isthe most appropriate person for this position.

The Board of DirectorsThe board leads and maintains effective control over theGroup’s activities and comprises three Executive Directorsand eleven Non Executive Directors. The board meets on aregular basis and there is a formal schedule of mattersreserved to the board. This includes:• Approval of the Group’s objectives and strategy.• Approval of changes to the Group’s structure and capital.• Approval of financial statements.• Review of the Group’s system of internal control.• Approval of the annual budget, major acquisitions and

significant capital expenditure.• Approval of board membership and other significant

appointments.• Approval of remuneration policy.

The board has delegated responsibility for the managementof the Group, through the Chief Executive, to executivemanagement. There is a clear division of responsibilitiesbetween the Chairman and Chief Executive which is set outin writing and has been approved by the board. The boardhas also delegated some of its responsibilities tocommittees of the board.

Directors, on appointment and regularly thereafter are briefedin writing and orally by the executive management and maytake independent professional advice at the Company’sexpense if necessary for the furtherance of their duties. Theyreceive monthly group management financial statements andreports, and board papers are sent to each in sufficient timebefore board meetings. Each director has access to the adviceand services of the Company Secretary, whose responsibility itis to ensure that board procedures are followed and thatapplicable rules and regulations are complied with.

Board CommitteesThe board has established three committees to assist in theexecution of its responsibilities. These are:• the Audit Committee,• the Remuneration Committee, and,• the Nomination Committee.

Each of the committees has terms of reference, approvedby the board, under which authority is delegated to themby the board. These terms of reference are available onrequest and on the Group’s website, www.fbd.ie. Thecurrent membership of each committee is set out on page 14. Attendance at board and committee meetingsheld during 2004 is set out on page 20.

The Audit CommitteeThe committee’s members at 31st December 2004 are allindependent Non Executive Directors. The Chief Executive,the Finance Director, the Company Secretary and the Headof Internal Audit normally attend meetings of thecommittee while the external auditors attend as requiredand have unrestricted access to the committee chairman atall times.

The Audit Committee reviews the financial reportingprocess, the system of internal control and management offinancial risks, the audit process and the Group’s process formonitoring compliance with laws and regulations. The members of the committee during 2004 were:• Vincent Sheridan (Chairman - appointed to committee

10th December 2004).• Michael Berkery (resigned from committee

10th December 2004).• Patrick O’Keeffe.• Joseph Rea.• Hugh Ryan (resigned from committee

10th December 2004).

At its meeting on 10th December 2004 the boardappointed Mr. Vincent Sheridan as Chairman of the AuditCommittee. The board has determined that Mr. Sheridan isthe Audit Committee financial expert.

During 2004 the committee considered the following matters:• Annual accounts and annual results announcements;• Interim accounts and interim results announcements;• External auditor’s letter of engagement, audit plan and

audit summary;• External auditor independence and provision of non

audit services;

Corporate Governance Statement

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FBD HOLDINGS PLC ANNUAL REPORT 2004 19

• External auditor’s re-appointment and remuneration;• Internal audit work plans and reports;• Internal compliance reports;• Audit committee’s terms of reference;• Evaluation of the audit committee’s own performance;• Corporate governance and compliance with the

Combined Code;• The effectiveness of the system of internal control; • Whistle blowing arrangements.

In addition the committee held separate meetings with theexternal auditors and the Head of Internal Audit, withoutmanagement present.

At its meeting in August 2004 the committee consideredexternal auditor objectivity and independence in thecircumstance of the audit firm providing non audit services.As part of its deliberations the committee took into accountthe relevant sections of Guidance on Audit Committees(The Smith Guidance). The committee concluded thatsufficient safeguards are in place to safeguard auditorobjectivity and independence, most notably:• prohibitions on types of work that the external auditor

can undertake.• fee limits above which committee pre-approval

is required.• annual review by the committee of the audit fees

and fees for non audit work paid to the external auditor.

The committee’s terms of reference are available on requestand on the Group’s website www.fbd.ie. The committeemet three times during 2004.

The Remuneration CommitteeThe committee consists solely of Non Executive Directors.The members of the committee during 2004 were:• Michael Berkery (Chairman).• Patrick O’Keeffe.• Alfons Wouters (resigned from committee

31st December 2004).

The committee determines the policy for remuneration ofthe Chief Executive, the Chairman, the ExecutiveDirectors, the Non Executive Directors, the CompanySecretary and other members of executive management.No director or manager is involved in decisions as to theirown remuneration. The committee’s terms of referenceare available on request and on the Group’s websitewww.fbd.ie. The committee met twice during 2004.

The Nomination CommitteeThe committee makes recommendations to the board to ensure that the composition of the board and itscommittees is appropriate to the needs of the Group. The process used is to assess the skills, knowledge andexperience required and determine how these are currentlyrepresented on the board. Where disparities are recognisedand agreed with the board, the committee establishes themeans of identifying suitable candidates for appointment.Neither external search consultancies nor open advertising hasbeen used as the committee considers that it has sufficientinternal resources to identify appropriate candidates.

The members of the committee from their date ofappointment (2nd March 2004) to 31st December 2004 were:• Michael Berkery (Chairman).• John Donnelly.• Philip Lynch.• Patrick O’Keeffe.

The committee’s terms of reference are available on requestand on the Group’s website www.fbd.ie. The committeemet three times during 2004.

The terms and conditions of appointment of Non ExecutiveDirectors are available for inspection at FBD House duringnormal business hours, at the Annual General Meeting andon the Group’s website www.fbd.ie.

Independence of Non Executive DirectorsAt its meetings on 10th December 2004 and 3rdFebruary 2005, the board considered the criteria for NonExecutive Director independence set out in Section A.3.1of the Combined Code on Corporate Governance. Theboard does not consider the Group Chairman to beindependent by virtue of the office he holds. The boardconcluded that all of its other Non Executive Directors,with the exception of Mr. Johan Thijs, are independent.They arrived at this conclusion because theaforementioned met all of the criteria set out in SectionA.3.1. with the exception of: • (a) holding of cross directorships and (b) representing a

significant shareholder.(a) and (b) apply to all Non Executive Directors, with theexception of Mr. Philip Lynch and Mr. Vincent Sheridan.

• (c) serving on the board for a period greater than 9years in the case of directors referred to on page 15 andMr. John Donnelly who is retiring by rotation.

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20 FBD HOLDINGS PLC ANNUAL REPORT 2004

In relation to (a) and (b), the board concluded that theserelate to Farmer Business Developments plc/FBD Holdingsplc. Farmer Business Developments plc is the founding,strategic and major investor (currently with a 31%shareholding) in FBD Holdings plc. Farmer BusinessDevelopments plc is an investment holding company and itsinvestment in FBD Holdings plc accounts for 95% of its networth. No conflicting business interests exist that impinge,or if they arose would be allowed to impinge, on thedirectors acting in the best interests of all FBD Holdings plcshareholders at all times.

In relation to (c), having considered the matter, the boardwas of the view that each of the relevant directors had andcontinue to hold a challenging outlook on business issuesand continue to act at all times in the best interests of allFBD Holdings plc shareholders.

Performance EvaluationPerformance evaluation of the board, its committees andindividual directors has been conducted by the GroupChairman. This was achieved through discussion andwritten evaluation submissions. The Group Chairman’sperformance was evaluated by the Non Executive Directors,

led by the senior independent director, and taking intoaccount the views of the Executive Directors.

Directors’ RemunerationThe report on directors’ remuneration and interests is setout on page 47 to 49 (Note 20).

Directors’ Responsibility for the Financial StatementsThe following statement, which should be read with theindependent auditors’ report set out on page 22 and 23, ismade with a view to distinguishing for shareholders therespective responsibilities of directors and of the auditors inrelation to the financial statements. The directors are requiredto prepare financial statements for each financial year whichgive a true and fair view of the state of affairs of theCompany and of the Group at the end of the financial yearand of the profit or loss of the Group for the year. Thedirectors consider that, in preparing the financial statements,the Group has used appropriate accounting policies,consistently applied and supported by reasonable and prudentjudgements and estimates. The directors are responsible forkeeping proper books of account which disclose withreasonable accuracy at any time the financial position of theCompany and to enable them to ensure that the financial

Corporate Governance Statement continued

Column A indicates the number of meetings held during the period the director was a member of the board or committee.Column B indicates the number of meetings attended during the period the director was a member of the board or committee.

ATTENDANCE AT BOARD AND BOARD COMMITTEE MEETINGS IN 2004

Board Audit Remuneration NominationA B A B A B A B

Michael Berkery 7 7 3 3 2 2 3 3John Dillon 7 5John Donnelly 7 7 3 3John Duggan 7 7Willy Duron 3 -Philip Fitzsimons 7 7Andrew Langford 1 1Philip Lynch 7 7 3 1Michael Morley 7 6Paul O’Callaghan 7 6Patrick O’Keeffe 7 7 3 3 2 2 3 3Joseph Rea 7 7 3 2Hugh Ryan 7 7 3 3Vincent Sheridan 2 2 Adrian Taheny 1 1Johan Thijs 4 3Alfons Wouters 7 2 2 2

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FBD HOLDINGS PLC ANNUAL REPORT 2004 21

statements are prepared in accordance with accountingstandards generally accepted in Ireland and comply with Irishstatute comprising the Companies Acts, 1963 to 2003, theEuropean Communities (Companies: Group Accounts)Regulations, 1992, the European Communities (InsuranceUndertakings: Accounts) Regulations, 1996 and the ListingRules of the Irish and London Stock Exchanges.

The directors have a general responsibility to takereasonable steps to safeguard the assets of the Groupand to prevent and detect fraud and other irregularities.

Relations with ShareholdersThe company is committed to a process of continuingdialogue with its investors. Investors are encouraged toattend the Annual General Meeting, at which they receive apresentation on the Group’s financial performance and mayput questions to the directors.

Notice of the Annual General Meeting together with theannual report and financial statements, is sent toshareholders at least 20 business days before the meeting.A separate resolution is proposed at the Annual GeneralMeeting on each substantially separate issue including aparticular resolution relating to the directors’ report andfinancial statements. Details of the proxy votes for andagainst each resolution are announced after the result ofthe hand votes.

The views of the major shareholders are expressed throughtheir representatives on the board.

Going ConcernThe financial statements have been prepared on the goingconcern basis and, as required by the Combined Code, thedirectors report that they have satisfied themselves that theGroup is a going concern, having adequate resources tocontinue in operational existence for the foreseeable future.In forming this view the directors have reviewed theGroup’s budget for 2005 and the medium term plans as setout in the Group corporate strategy.

Internal ControlThe company, as required by the Irish and London StockExchanges, has complied with the Combined Codeprovisions on internal control, having established theprocedures necessary to implement the guidance issued inSeptember 1999 (The Turnbull Committee Report), and byreporting in accordance with that guidance.

The board of Directors has overall responsibility for theGroup’s systems of internal control and risk management. Itis also responsible for monitoring the effectiveness of thesesystems on an ongoing basis.

The system of internal control provides reasonable, but notabsolute, assurance of:• The safeguarding of assets against unauthorised use or

disposition; and• The maintenance of proper accounting records and the

reliability of the financial information it produces, forboth internal use and for publication.

The board has appointed an Audit Committee, thefunctions of which include the approval of audit plans anddealing with any significant control issues raised by theinternal and external auditors.

A formal process for identifying, evaluating and managingthe significant risks facing the Group that complies with theguidance “Internal Control: Guidance for Directors on theCombined Code” has been in place for the year underreview and up to the date of approval of the annual reportand financial statements. This process is regularly reviewedby the directors.

The board’s agenda includes a regular item for assessmentof control over the significant risk areas and reportsdetailing the internal controls over these areas and theireffectiveness are submitted by executive management andreviewed by the board as a whole. At its March 2005meeting, the board carried out its annual assessment forthe year 2004 by considering the nature and extent of thesignificant risks facing the Group, the monitoring of thoserisks by management, the communication of the results ofthe monitoring to the board and by taking account ofevents from 31st December 2004 up to the date of this report.

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22 FBD HOLDINGS PLC ANNUAL REPORT 2004

We have audited the financial statements of FBD Holdingsplc for the year ended 31st December 2004 which comprisethe Group Profit and Loss Account, the Group BalanceSheet, the Company Balance Sheet, the Group Cash FlowStatement, the Statement of Total Recognised Gains andLosses, the Reconciliation of Movement in OrdinaryShareholders’ Funds, the related notes 1 to 25 and theStatement of Accounting Policies. These financialstatements have been prepared under the accountingpolicies set out therein.

This report is made solely to the Company’s members, as abody, in accordance with Section 193 of the CompaniesAct, 1990. Our audit work has been undertaken so that wemight state to the Company’s members those matters weare required to state to them in an auditors’ report and forno other purpose. To the fullest extent permitted by law,we do not accept or assume responsibility to anyone otherthan the Company and the Company’s members as a body,for our audit work, for this report, or for the opinions wehave formed.

Respective responsibilities of directors and auditorsThe directors are responsible for preparing the AnnualReport including, as set out in the Corporate GovernanceStatement, the preparation of the financial statements inaccordance with applicable Irish law and accountingstandards. Our responsibilities, as independent auditors, areestablished in Ireland by statute, the Listing Rules of theIrish Stock Exchange, the auditing standards aspromulgated by the Auditing Practices board in Ireland andby our profession’s ethical guidance.

We report to you our opinion as to whether the financialstatements give a true and fair view and are properlyprepared in accordance with Irish statute comprising theCompanies Acts, 1963 to 2003, the European Communities

(Companies: Group Accounts) Regulations, 1992 and theEuropean Communities (Insurance Undertakings: Accounts)Regulations, 1996. We also report to you whether in ouropinion: proper books of account have been kept by theCompany; whether, at the balance sheet date, there exists afinancial situation requiring the convening of anextraordinary general meeting of the Company; andwhether the information given in the Report of theDirectors is consistent with the financial statements. Inaddition, we state whether we have obtained allinformation and explanations necessary for the purpose ofour audit and whether the Company’s balance sheet is inagreement with the books of account.

We also report to you if, in our opinion, any informationspecified by law or the Listing Rules of the Irish StockExchange regarding directors’ remuneration and directors’transactions is not given and, where practicable, includesuch information in our report.

We review whether the Corporate Governance Statementreflects the Company’s compliance with the sevenprovisions of the Combined Code specified for our reviewby the Irish Stock Exchange and we report if it does not.We are not required to form an opinion on theeffectiveness of the Group’s corporate governanceprocedures or its internal controls.

We read the other information contained in the AnnualReport and considered whether it is consistent with theaudited financial statements. The other informationcomprises only the Chairman’s Statement, the Review ofOperations, the Report of the Directors, and the CorporateGovernance Statement. We consider the implications for ourreport if we become aware of any apparent misstatement ormaterial inconsistencies with the financial statements. Ourresponsibilities do not extend to other information.

Independent Auditors’ ReportTo the members of FBD Holdings plc

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FBD HOLDINGS PLC ANNUAL REPORT 2004 23

Basis of audit opinionWe conducted our audit in accordance with the auditingstandards issued by the Auditing Practices board andgenerally accepted in Ireland. An audit includesexamination, on a test basis, of evidence relevant to theamounts and disclosures in the financial statements. It alsoincludes an assessment of the significant estimates andjudgements made by the directors in the preparation of thefinancial statements and of whether the accounting policiesare appropriate to the circumstances of the Company, andthe Group, consistently applied and adequately disclosed.

We planned and performed our audit so as to obtain all theinformation and explanations which we considerednecessary in order to provide us with sufficient evidence togive reasonable assurance that the financial statements arefree from material misstatement, whether caused by fraudor other irregularity or error. In forming our opinion weevaluated the overall adequacy of the presentation ofinformation in the financial statements.

OpinionIn our opinion the financial statements give a true and fairview of the state of the affairs of the Company and theGroup as at 31st December 2004 and of the profit of theGroup for the year then ended and have been properlyprepared in accordance with the Companies Acts, 1963 to2003, the European Communities (Companies: GroupAccounts) Regulations, 1992 and the EuropeanCommunities (Insurance Undertakings: Accounts)Regulations, 1996.

We have obtained all the information and explanations weconsidered necessary for the purpose of our audit. In ouropinion proper books of account have been kept by theCompany. The company’s balance sheet is in agreementwith the books of account.

In our opinion the information given in the Report of theDirectors is consistent with the financial statements.

The net assets of the Company, as stated in the balancesheet are more than half of the amount of its called-upshare capital and, in our opinion, on that basis there did not exist at 31st December 2004 a financial situation which,under Section 40(1) of the Companies (Amendment) Act,1983, would require the convening of an extraordinarygeneral meeting of the Company.

Deloitte & Touche,Chartered Accountants and Registered Auditors, Dublin

8th March 2005

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24 FBD HOLDINGS PLC ANNUAL REPORT 2004

Financial Statements

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FBD HOLDINGS PLC ANNUAL REPORT 2004 25

Basis of PreparationThe group financial statements are prepared in accordancewith accounting standards generally accepted in Ireland andIrish statute comprising the Companies Acts, 1963 to 2003,the European Communities (Companies: Group Accounts)Regulations 1992, the European Communities (InsuranceUndertakings: Accounts) Regulations, 1996 and the ListingRules of the Irish and London Stock Exchanges. Thefinancial statements are also prepared in accordance withthe Statement of Recommended Practice on “Accountingfor Insurance Business”.

Change in Accounting PolicyThe group has adopted Financial Reporting Standard 17 –“Retirement Benefits” (FRS 17) for the first time in 2004.FRS 17 requires that assets in the Group’s defined benefitpension schemes are valued at fair value and liabilities aremeasured on an actuarial basis. The difference betweenassets and liabilities is shown in the financial statements asa pension surplus or deficit. The profit and loss chargeunder FRS 17 consists of the current service cost and thenet of the expected return on pension scheme assets andthe interest cost of the pension scheme liabilities. Actuarialgains and losses are recognised through the statement ofrecognised gains and losses.

The change in accounting policy has resulted in a prior yearadjustment and the 2003 figures have been restatedaccordingly. The change resulted in a net reduction inshareholders’ funds of €10.1m. at 1st January 2003. Profitbefore taxation increased by €2m. for the year ended 31stDecember 2003.

The principal accounting policies adopted by theboard are:A) Accounting Convention

The group financial statements are prepared under thehistorical cost convention as modified by the revaluationof shares, debt securities and land and buildings.

B) Basis of ConsolidationThe consolidated financial statements include thefinancial statements of the Company and its subsidiaryundertakings, made up to 31st December 2004.

C) TurnoverTurnover represents gross premiums written, brokingcommissions, fees, other commissions, interest anddividends receivable, rents receivable, sales of goodsand services and sales by the property, hotel andleisure operations.

D) Technical ResultThe technical result is determined on an annual basiswhereby the incurred cost of claims, commission andrelated expenses are charged against the earnedproportion of premiums, net of reinsurance as follows:(i) Premiums writtenPremiums written relate to business incepted during theyear, together with any difference between bookedpremiums for prior years and those previously accrued,and include estimates of premiums due.

(ii) Unearned premiumsUnearned premiums are those portions of premiumincome written in the year that relate to insurance coverafter 31st December 2004. Unearned premiums arecomputed on a 365ths basis of premium written.

(iii) Deferred acquisition costsDeferred acquisition costs represent the proportion ofnet acquisition costs which are attributable to theunearned premiums.

(iv) Unexpired risksProvision for unexpired risks is made where the expectedclaims, related expenses and deferred acquisition costsare expected to exceed unearned premiums, after takingaccount of future investment income.

(v) Claims incurredClaims incurred comprise the cost of all claims occurringduring the year, whether reported or not, and anyadjustments to claims outstanding from previous years.

Full provision, net of reinsurance recoveries, is made atthe balance sheet date for the estimated cost of claimsincurred but not settled, including claims incurred butnot yet reported and expenses to be incurred after thebalance sheet date in settling those claims. The grouptakes all reasonable steps to ensure that it hasappropriate information regarding notified claims anduses this information when estimating the cost ofthose claims.

The group uses estimation techniques, based onstatistical analysis of past experience, to calculate theestimated cost of claims outstanding at the year-end. It is assumed that the development pattern of thecurrent claims will be consistent with previousexperience. Allowance is made, however, for anychanges or uncertainties that may cause the cost ofunsettled claims to increase or reduce. These changes

Statement of Accounting PoliciesFor the year ended 31st December 2004

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26 FBD HOLDINGS PLC ANNUAL REPORT 2004

Statement of Accounting Policies continued

or uncertainties may arise from issues such as theeffects of inflation, changes in the mix of business orthe legal environment.

Provision is also made in respect of the Group’s share ofthe estimated liability for outstanding claims of theMotor Insurers’ Bureau of Ireland.

(vi) Transfer of investment return to technical account A transfer of longer term investment return is madefrom the non-technical account to the technical account- general business to reflect the return made on thoseassets directly attributable to the insurance business.

E) Investment ReturnOperating profits are reported on the basis of a longerterm investment return. The short term fluctuationbetween the longer term investment return and theactual investment return, which includes realised andunrealised gains and losses, is incorporated as anadjustment figure in arriving at profit before taxation. Asa result, the operating profit is not subject to distortionfrom short term fluctuations in investment returns.

F) Investments(i) Shares and Debt SecuritiesQuoted shares and debt securities are stated at marketvalue. Unquoted shares are stated at the lower of costand net realisable value.

(ii) Associated UndertakingsThe group’s financial statements include the Group’sshare of associated undertakings’ results and net assets.

(iii) Land and BuildingsLand and buildings are stated at market value.It is the Group’s policy and practice to maintain all groupproperties in a continual state of sound repair. As aresult, the directors consider that the residual values ofthese properties are such that any depreciation isimmaterial and is therefore not provided.

Land and buildings held under financing arrangementswhich transfer substantially all of the risks and rewardsof ownership to the Group are treated as if they hadbeen purchased outright and are included in thebalance sheet at valuation. The correspondingcommitments are shown as liabilities.

G) Tangible Fixed AssetsTangible fixed assets are stated at cost less accumulateddepreciation. Depreciation is provided in respect of alltangible fixed assets, and is calculated in order to writeoff the cost or valuation of the assets over theirexpected useful lives as follows:Fixtures and fittings: 5 to 10 years

H) Work in ProgressWork in progress is stated at the lower of cost and netrealisable value.

I) Deferred TaxationDeferred tax is recognised in respect of all timingdifferences, including unrealised investment gains, thathave originated but not reversed at the balance sheetdate where transactions or events have occurred at thebalance sheet date that result in an obligation to paymore tax or a right to pay less tax in the future.

Timing differences are differences between profit ascomputed for taxation purposes and profit as stated inthe financial statements which arise because certainitems of income and expenditure in the financialstatements are dealt with in different periods fortaxation purposes.

A net deferred tax asset is regarded as recoverable andtherefore recognised only when, on the basis of allavailable evidence, it can be regarded as more likelythan not that there will be suitable taxable profits fromwhich the future reversal of the underlying timingdifferences can be deducted.

Deferred tax is measured at the tax rates that areexpected to apply in the periods in which the timingdifferences are expected to reverse based on tax ratesand laws enacted or substantially enacted at the balance sheet date. Deferred tax is measured on a non-discounted basis.

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FBD HOLDINGS PLC ANNUAL REPORT 2004 27

J) PensionsThe group operates defined benefit pension schemes forthe majority of its Irish based employees. A full actuarialvaluation of the schemes is undertaken every three yearsand is updated to reflect current conditions in theintervening periods. Scheme assets are valued at marketvalue. Scheme liabilities are measured on an actuarialbasis and discounted at the current rate of return on ahigh quality corporate bond of equivalent term andcurrency to the liability. The surplus or deficit on theschemes is shown in the financial statements as an assetor liability net of the deferred tax impact. Actuarial gainsand losses are recognised immediately in the statementof total recognised gains and losses.

The current service cost and past service cost of theschemes and the expected return on assets net of thechange in the present value of the scheme liabilitiesarising from the passage of time, are charged tooperating profit.

K) CurrencyAll amounts are stated in Euro. Balances in foreigncurrencies have been translated into Euro at contractrates where the amounts are covered by forwardcontracts. All other balances are translated at the rateruling at the year end.

Exchange adjustments arising from the retranslation ofnet investments in foreign subsidiaries are included inthe exchange translation adjustment on reserves.

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28 FBD HOLDINGS PLC ANNUAL REPORT 2004

Group Profit and Loss Account/Technical Account - General BusinessFor the year ended 31st December 2004

2004 2003€000s €000s €000s €000s

Notes as restated

Earned premiums, net of reinsuranceGross premiums written 351,487 368,619Outward reinsurance premiums (49,634) (62,320)

Net premiums written 1(a) 301,853 306,299

Change in the provision for unearned premiums:Gross amount (3,385) (21,070)Reinsurers’ share (2,231) 5,091

Change in net provision for unearned premiums (5,616) (15,979)

Earned premiums, net of reinsurance 1(b) 296,237 290,320

Allocated investment return transferred from the non-technical account 1(c) 31,976 29,488

Claims incurred, net of reinsuranceClaims paid:Gross amount (173,637) (141,362) Reinsurers’ share 24,590 9,314

Net claims paid (149,047) (132,048)

Change in the provision for claims:Gross amount (51,245) (56,557) Reinsurers’ share 1,223 (5,522)

Change in the net provision for claims (50,022) (62,079)

Claims incurred, net of reinsurance 1(d) (199,069) (194,127)

Net operating expenses 1(e) (32,514) (35,226)

Balance on the technical account - general business 1(f) 96,630 90,455

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FBD HOLDINGS PLC ANNUAL REPORT 2004 29

Group Profit and Loss Account/Non - Technical AccountFor the year ended 31st December 2004

2004 2003€000s €000s

Notes as restated

TURNOVER - continuing operations 2 471,858 500,494

Balance on the technical account - general business 96,630 90,455

Longer term investment return 3 39,820 33,797

Allocated investment return transferredto the technical account - general business (31,976) (29,488)

Other income 21,487 20,935

Operating profit 2(c) 125,961 115,699

Other charges (3,116) (3,256)

Short term fluctuations in investment return 3 12,164 (5,905)

Profit on ordinary activities before tax 4 135,009 106,538Tax on profit on ordinary activities 6 (17,025) (12,216)

Profit on ordinary activities after tax 7 117,984 94,322Minority interests (1,751) (846)

Profit after tax and minority interests 116,233 93,476Dividends 8 (17,026) (11,683)

Retained profit for the year 99,207 81,793

2004 2003Cent Cent

Operating earnings per 60c ordinary sharebased on longer term investment return 258.84 238.10

Earnings per 60c ordinary share 9 278.37 226.38

Diluted earnings per 60c ordinary share 9 273.97 223.96

The financial statements were approved by the board on 8th March 2005 and signed on its behalf by:

Michael Berkery Philip Fitzsimons Chairman Chief Executive

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Group Balance Sheet - Assetsat 31st December 2004

2004 2003€000s €000s

Notes as restated

InvestmentsLand and buildings 10(a) 249,185 222,843Financial investments 10(b) 1,027,160 881,742

1,276,345 1,104,585

Reinsurers’ share of technical provisionsProvision for unearned premiums 21,302 23,533Claims outstanding 44,463 43,240

65,765 66,773

DebtorsDebtors arising out of direct insurance operations 11 26,703 30,050Other debtors 19,371 15,684

46,074 45,734

Other assetsFixtures and fittings 12 10,547 8,400 Cash at bank 2,795 2,354Work in progress 36,438 8,355

49,780 19,109

Prepayments and accrued incomeAccrued interest and rent 9,048 3,542Deferred acquisition costs 10,591 8,155Other prepayments and accrued income 2,460 2,303

22,099 14,000

Total assets 1,460,063 1,250,201

30 FBD HOLDINGS PLC ANNUAL REPORT 2004

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FBD HOLDINGS PLC ANNUAL REPORT 2004 31

Group Balance Sheet - Liabilitiesat 31st December 2004

2004 2003€000s €000s

Notes as restated

Capital and reserves Ordinary share capital 13 25,151 25,125Share premium 14 5,540 5,367Reserves 15 341,527 248,463

Shareholders’ funds - equity interests 372,218 278,955

Preference share capital 16 2,923 2,923

Total shareholders’ funds 375,141 281,878

Minority interests 16,333 15,077

391,474 296,955

Technical provisionsProvision for unearned premiums 184,954 181,569 Claims outstanding 683,386 632,141

868,340 813,710

Provision for other risks and charges 17 17,306 13,479

Creditors Creditors arising out of direct insurance operations 12,606 23,744Other creditors including tax and social security 18(a) 170,337 102,313

182,943 126,057

Total liabilities 1,460,063 1,250,201

The financial statements were approved by the board on 8th March 2005 and signed on its behalf by:

Michael Berkery Philip Fitzsimons Chairman Chief Executive

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Company Balance Sheetat 31st December 2004

2004 2003Notes €000s €000s

ASSETS

Investments

Financial investments 10(c) 224,243 157,924

LIABILITIES

Capital and reservesOrdinary share capital 13 25,151 25,125

Share premium 14 5,540 5,367

Reserves 15 179,009 88,628

Shareholders’ funds - equity interests 209,700 119,120

Preference share capital 16 2,923 2,923

Total shareholders’ funds 212,623 122,043

CreditorsOther creditors 18(b) 11,620 35,881

224,243 157,924

The financial statements were approved by the board on 8th March 2005 and signed on its behalf by:

Michael Berkery Philip FitzsimonsChairman Chief Executive

32 FBD HOLDINGS PLC ANNUAL REPORT 2004

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FBD HOLDINGS PLC ANNUAL REPORT 2004 33

Group Cash Flow StatementFor the year ended 31st December 2004

2004 2003€000s €000s

Notes as restated

Net cash inflow from operating activities 19(a) 169,990 160,355

Dividends paid (12,613) (9,944)Corporation tax paid (12,228) (9,377)Capital expenditure (5,222) (2,536)Financing 19(c) 37,671 11,666

177,598 150,164

Cash flows were invested as follows

Increase in cash holdings 441 1,329

Net portfolio investment

Quoted shares 73,371 48,169Quoted debt securities 72,854 (30,835)Unquoted shares 138 (516)Deposits with banks (43,135) 139,022Loans and advances 23,601 (14,206)Land and property 50,328 7,201

19(c) 177,157 148,835

Net investment of cash flows 177,598 150,164

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Statement of Total Recognised Gains and LossesFor the year ended 31st December 2004

2004 2003€000s €000s

as restated

Profit after tax and minority interests 116,233 93,476Exchange translation adjustment 371 (4)Actuarial loss on pension fund valuation (Note 21) (9,031) (3,091)

Total recognised gains and losses 107,573 90,381

Reconciliation of Movement in OrdinaryShareholders’ FundsFor the year ended 31st December 2004

2004 2003€000s €000s

as restated

Profit after tax and minority interests 116,233 93,476Less: preference dividends (282) (282)

Profit attributable to ordinary shareholders 115,951 93,194Dividends (16,744) (11,401)New share capital issued 199 -Other recognised losses (8,660) (3,095)Re-issue of ordinary shares 2,517 1,393

Net addition to shareholders’ funds 93,263 80,091Ordinary shareholders’ funds at beginning of year as originally reported 278,955 208,928Prior year adjustment - (10,064)

Ordinary shareholders’ funds at end of year 372,218 278,955

34 FBD HOLDINGS PLC ANNUAL REPORT 2004

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FBD HOLDINGS PLC ANNUAL REPORT 2004 35

Notes to the Financial StatementsFor the year ended 31st December 2004

1 SEGMENTAL INFORMATION2004 2003

Gross Ceded Net Gross Ceded Net€000s €000s €000s €000s €000s €000s

(a) Written premiumsDirect insurance:Motor 175,249 (2,155) 173,094 180,074 (6,991) 173,083Liability 74,081 (1,361) 72,720 80,842 (3,448) 77,394Fire and other damage to property 98,130 (45,484) 52,646 103,349 (51,198) 52,151Other 4,027 (634) 3,393 4,354 (683) 3,671

351,487 (49,634) 301,853 368,619 (62,320) 306,299

All gross premiums are written in the Republic of Ireland. Premiums in 2004 are stated after deducting €30.4m. inrespect of a customer loyalty discount.

2004 2003Gross Ceded Net Gross Ceded Net

€000s €000s €000s €000s €000s €000s(b) Earned premiumsDirect insurance:Motor 172,458 (2,885) 169,573 173,015 (6,991) 166,024 Liability 76,013 (1,605) 74,408 74,596 (3,449) 71,147Fire and other damage to property 95,675 (46,741) 48,934 95,697 (46,163) 49,534Other 3,956 (634) 3,322 4,241 (626) 3,615

348,102 (51,865) 296,237 347,549 (57,229) 290,320

2004 2003Net Net

€000s €000s(c) Allocated investment incomeDirect insurance:Motor 19,578 18,074Liability 9,817 9,094Fire and other damage to property 2,389 2,123Other 192 197

31,976 29,488

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Notes to the Financial Statements continued

For the year ended 31st December 2004

1 SEGMENTAL INFORMATION continued2004 2003

Gross Ceded Net Gross Ceded Net€000s €000s €000s €000s €000s €000s

(d) Incurred claimsDirect insurance:Motor 121,331 5,660 126,991 112,961 6,586 119,547Liability 34,610 4,853 39,463 47,233 1,704 48,937Fire and other damage to property 67,093 (36,222) 30,871 35,347 (12,000) 23,347Other 1,848 (104) 1,744 2,378 (82) 2,296

224,882 (25,813) 199,069 197,919 (3,792) 194,127

2004 2003Gross Ceded Net Gross Ceded Net

€000s €000s €000s €000s €000s €000s(e) Operating expensesDirect insurance:Motor 23,180 (435) 22,745 23,727 (86) 23,641Liability 10,866 (165) 10,701 11,610 (176) 11,434Fire and other damage to property 14,397 (15,690) (1,293) 14,875 (15,121) (246)Other 536 (175) 361 580 (183) 397

48,979 (16,465) 32,514 50,792 (15,566) 35,226

Net operating expenses are comprised as follows:Administration costs 14,702 13,189Acquisition costs 20,248 16,029Change in deferred acquisition costs (2,436) 6,008

32,514 35,226

2004 2003Net Net

€000s €000s(f) Technical resultDirect insurance:Motor 39,415 40,910Liability 34,061 19,870Fire and other damage to property 21,745 28,556Other 1,409 1,119

96,630 90,455

36 FBD HOLDINGS PLC ANNUAL REPORT 2004

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FBD HOLDINGS PLC ANNUAL REPORT 2004 37

2 TURNOVER2004 2003

€000s €000sas restated

(a) ACTIVITY:Insurance Underwriting 390,053 407,822Financial Services 16,395 14,863Property and Hotels/Leisure 65,410 77,809

471,858 500,494

(b) GEOGRAPHICAL ANALYSIS:Ireland 440,586 455,767European Union 31,061 44,479North America 211 248

471,858 500,494

(c) PROFIT ON ORDINARY ACTIVITIES BEFORE TAX:Operating profitInsurance Underwriting 107,319 95,338Financial Services 4,183 4,533Property and Hotels/Leisure 14,459 15,828

Operating profit before tax 125,961 115,699

Less: Interest payable and other charges (3,116) (3,256)

Short term fluctuations 12,164 (5,905)

Profit on ordinary activities before tax 135,009 106,538

3 INVESTMENT INCOME(a) Longer term investment returnThe rates of investment return underlying the calculation of the longer term investment return are set out below.These rates are reviewed annually and reflect both historical experience and the directors’ current expectations forinvestment returns.

2004 2003% %

Government gilts 4.00 4.00Other quoted debt securities 6.00 6.00Quoted shares 7.00 7.00Deposits with banks 3.00 3.00Investment properties held for rental 6.00 6.00

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Notes to the Financial Statements continued

For the year ended 31st December 2004

3 INVESTMENT INCOME continued

(b) Comparison of longer term investment return with actual return2004 2003

€000s €000sActual returnInvestment income:Income from interest, dividends and rental properties 25,458 26,983Gains (losses) on realisation of investments 7,937 (13,125)

33,395 13,858

Unrealised gains on investments 18,589 14,034

51,984 27,892Longer term investment return 39,820 33,797

Short term fluctuations 12,164 (5,905)

4 PROFIT ON ORDINARY ACTIVITIES BEFORE TAXProfit on ordinary activities before tax has been stated after charging:

2004 2003€000s €000s

Fees paid to audit firms in respect of:- Audit services 364 382

- Non audit services: Taxation 359 303Actuarial 69 65Other 20 26

448 394

Depreciation 3,075 2,701

The report on directors’ remuneration is set out on pages 47 to 49 (Note 20).

5 STAFF COSTS AND NUMBERSThe average number of persons employed in the Group in the financial year was 1,711 (2003: 1,656). All staff areemployed in insurance, financial services, property and hotel/leisure operations.

2004 2003 €000s €000s

as restatedThe aggregate payroll of these persons was as follows:Wages and salaries 49,229 44,740Social welfare costs 5,942 5,573Pension costs 2,471 1,995

57,642 52,308

38 FBD HOLDINGS PLC ANNUAL REPORT 2004

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FBD HOLDINGS PLC ANNUAL REPORT 2004 39

6 TAX ON PROFIT ON ORDINARY ACTIVITIES2004 2003

€000s €000sas restated

Irish corporation tax (12,864) (9,440)Foreign tax (315) (1,087)Adjustments in respect of prior years (19) (39)

Current tax charge (13,198) (10,566)Deferred tax charge (3,827) (1,650)

(17,025) (12,216)

The tax assessed for the year is higher than the standard rate of corporation tax in Ireland. The differences areexplained below:

2004 2003€000s €000s

as restated

Profit on ordinary activities before tax 135,009 106,538

Corporation tax at standard rate of 12.5% (2003: 12.5%) 16,876 13,317Effects of:Double rent relief (95) (189)Higher rates of tax on overseas earnings 86 856Capital allowances for period in excess of depreciation (442) (392)Non-taxable income/unrealised gains/losses not chargeable/deductible for tax purposes (3,813) (3,281)Higher rates of tax on other income 567 216Adjustments in respect of prior years 19 39

Current tax charge 13,198 10,566Deferred tax charge 3,827 1,650

17,025 12,216

7 PROFIT ON ORDINARY ACTIVITIES AFTER TAXOf the profit on ordinary activities after tax for the year, a profit of €104,889,000 (2003: €57,210,000) has been dealtwith in the financial statements of the holding company. As permitted by Section 3(2) of the Companies (Amendment)Act, 1986, a separate profit and loss account for the holding company has not been presented.

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Notes to the Financial Statements continued

For the year ended 31st December 2004

8 DIVIDENDS2004 2003

€000s €000sPaid:Dividend of 8.4c per share (2003: 8.4c) on 14% non-cumulative preference shares of 60c each 113 113

Interim dividend of 12.72c per share (2003: 10.6c) on ordinary shares of 60c each 5,309 4,379

Proposed: Dividend of 4.8c per share (2003: 4.8c) on 8% non-cumulative preference shares of 60c each 169 169

Final dividend of 27.28c per share (2003: 17.0c) on ordinary shares of 60c each 11,435 7,022

17,026 11,683

9 EARNINGS PER 60C ORDINARY SHAREEarnings per share is based on the profit attributable to ordinary shareholders amounting to €115,951,000 (2003:€93,194,000 as restated) and the weighted average number of shares in issue during the year amounting to41,653,000 (2003: 41,167,000).

Diluted earnings per share is based on the profit attributable to ordinary shareholders as stated above and on theweighted average number of shares in issue adjusted for the effect of 670,000 (2003: 445,000) dilutive potential shares.

10 (a) INVESTMENTS: LAND AND BUILDINGS – GROUP2004 2003

€000s €000sInvestment properties held for rental 24,200 23,000Hotels and golf resort assets 148,445 136,902Land and buildings held for own use 27,935 24,885Development land and property 48,605 38,056

249,185 222,843

In applying Financial Reporting Standard 5 “Reporting the Substance of Transactions”, included in hotels and golf resortassets are properties in respect of which related liabilities of €8.8m. are included in creditors (Note 18).

Land and buildings held for own use and investment properties held for rental were valued on an open market existinguse basis at 31st December 2004 by Allen and Townsend Associates, Valuation Surveyors.

Hotels and golf resort assets located outside Ireland and development land and property were valued on an open marketexisting use basis at 31st December 2004 by American Appraisal, Valuation Surveyors. Irish hotels and golf resort assets,were valued as at 31st December 2004 on an open market existing use basis by the following:

Hotel/Golf Resort ValuerTower Hotel Waterford LisneyCastlerosse Hotel and Golf Club Hamilton Osborne KingFaithlegg House Hotel and Golf Club LisneyTemple Bar Hotel Hamilton Osborne King

40 FBD HOLDINGS PLC ANNUAL REPORT 2004

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10 (b) FINANCIAL INVESTMENTS - GROUP2004 2003

€000s €000s

Quoted debt securities at market value 119,041 46,717Quoted shares at market value 233,798 141,308Unquoted shares 10,658 10,520Deposits with banks 586,987 630,122Other loans 76,676 53,075

1,027,160 881,742

As at 31st December 2004 the cost of quoted debt securities was €121,826,000 (2003: €48,972,000). The cost ofquoted shares was €205,485,000 (2003: €134,150,000).

In the opinion of the directors, the stated value of the unquoted shares is not less than their realisable value.

10 (c) FINANCIAL INVESTMENTS - COMPANY2004 2003

€000s €000s

Unquoted shares in subsidiaries at cost 20,640 17,060Amounts due by subsidiaries 203,593 139,491

224,233 156,551Deposits with banks 10 1,373

224,243 157,924

11 DEBTORS ARISING OUT OF DIRECT INSURANCE OPERATIONS - GROUP2004 2003

€000s €000s

Policyholders 25,125 27,499Intermediaries 1,485 2,480Due from reinsurers 93 71

26,703 30,050

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Notes to the Financial Statements continued

For the year ended 31st December 2004

12 FIXTURES AND FITTINGS - GROUP2004 2003

€000s €000s

Cost: At 1st January 30,855 28,319Additions 5,222 2,536

At 31st December 36,077 30,855

Depreciation:At 1st January 22,455 19,754Charge for year 3,075 2,701

At 31st December 25,530 22,455

Net book value at 31st December 10,547 8,400

13 ORDINARY SHARE CAPITAL2004 2003

Number €000s €000s

AUTHORISED:At beginning and end of yearOrdinary shares of 60c each 51,326,000 30,796 30,796

ISSUED AND FULLY PAID:Ordinary shares of 60c eachAt beginning of year 41,874,683 25,125 25,125Issued under share option scheme 43,172 26 -

At end of year 41,917,855 25,151 25,125

Options outstanding on ordinary shares at 31st December 2004 were 1,510,900 (2003: 2,119,800). 30,000 of theseoptions may be exercised prior to September 2005, at a subscription price of 235 cent, 385,000 may be exercised priorto May 2010 at a subscription price of 460 cent and the remainder may be exercised prior to October 2013 at asubscription price of 1059 cent.

566,000 treasury shares were re-issued during the year and the proceeds credited to distributable reserves (see note 15).The weighted average number of shares in the earnings per share calculation has been reduced by the number of sharesheld. No shares were held as treasury shares at 31st December 2004.

42 FBD HOLDINGS PLC ANNUAL REPORT 2004

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FBD HOLDINGS PLC ANNUAL REPORT 2004 43

14 SHARE PREMIUM ACCOUNT2004 2003

€000s €000sAt beginning of year 5,367 5,367Premium arising on issue of shares under share option scheme 173 -

At end of year 5,540 5,367

15 RESERVESCapital

conversionRevenue reservereserves fund Total

€000s €000s €000s(a) GROUPAt beginning of year as restated 246,836 1,627 248,463Transfer from profit and loss account 99,207 - 99,207Exchange translation adjustment 371 - 371Actuarial loss (9,031) - (9,031)Re-issue of ordinary shares 2,517 - 2,517

At end of year 339,900 1,627 341,527

Distributable reserves amount to €285,329,000 (2003: €210,091,000 as restated).

(b) COMPANYAt beginning of year 87,001 1,627 88,628Transfer from profit and loss account 87,864 - 87,864Re-issue of ordinary shares 2,517 - 2,517

At end of year 177,382 1,627 179,009

16 PREFERENCE SHARE CAPITAL2004 2003

Number €000s €000s

AUTHORISED: At beginning and end of year14% non-cumulative preference shares of 60c each 1,340,000 804 8048% non-cumulative preference shares of 60c each 12,750,000 7,650 7,650

8,454 8,454

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Notes to the Financial Statements continued

For the year ended 31st December 2004

16 PREFERENCE SHARE CAPITAL continued2004 2003

Number €000s €000sISSUED AND FULLY PAID: At beginning and end of year14% non-cumulative preference shares of 60c each 1,340,000 804 8048% non-cumulative preference shares of 60c each 3,532,292 2,119 2,119

2,923 2,923

17 PROVISION FOR OTHER RISKS AND CHARGES - GROUP2004 2003

€000s €000s

DEFERRED TAX Deferred tax has been fully provided for in the financial statements, comprising the following:

Unrealised gains on investments 14,192 11,257Other short term timing differences 3,114 2,222

17,306 13,479

18 OTHER CREDITORS INCLUDING TAX AND SOCIAL SECURITY2004 2003

€000s €000sas restated

(a) GROUPAmounts falling due within one year:Creditors and accruals 70,648 52,055Corporation tax 6,394 5,424PAYE/PRSI 1,215 897Proposed dividends 11,604 7,191

89,861 65,567

Amounts falling due after more than one year:Bank loans 71,701 36,746Obligation under property financing arrangements 8,775 -

80,476 36,746

170,337 102,313

Liabilities in respect of obligations under property financing arrangements fall due for settlement in 2006 and 2007.

44 FBD HOLDINGS PLC ANNUAL REPORT 2004

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FBD HOLDINGS PLC ANNUAL REPORT 2004 45

18 OTHER CREDITORS INCLUDING TAX AND SOCIAL SECURITY continued2004 2003

€000s €000s(b) COMPANYAmounts falling due within one year:Bank loans - 28,715Creditors and accruals 16 (26)Proposed dividends 11,604 7,192

11,620 35,881

19 (a) RECONCILIATION OF PROFIT ON ORDINARY ACTIVITIESBEFORE TAXATION TO NET CASH INFLOW FROM OPERATING ACTIVITIES

2004 2003€000s €000s

as restated

Profit on ordinary activities before taxation 135,009 106,538Unrealised gains (22,686) (14,034)Technical provisions 55,638 78,058Other debtors and creditors 7,614 (9,813)Depreciation 3,075 2,701Exchange translation adjustment 371 (4)Actuarial loss (9,031) (3,091)

169,990 160,355

19 (b) MOVEMENT IN OPENING AND CLOSING PORTFOLIO INVESTMENTS NET OF FINANCE2004 2003

€000s €000s

Net cash inflow for the period 441 1,329Cash flow - Portfolio investments 177,157 148,835

- Increase in bank loans (34,955) (10,273)

Movements arising from cash flows 142,643 139,891Changes in market value 22,686 14,034

Total movement in portfolio investments net of financing 165,329 153,925Portfolio investments net of financing at 1 January 1,078,548 924,623

Portfolio investments net of financing at 31 December 1,243,877 1,078,548

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Notes to the Financial Statements continued

For the year ended 31st December 2004

19 (c) ANALYSIS OF CASH FLOWS FOR HEADINGS NETTED IN THE CASH FLOW STATEMENT2004 2003

€000s €000sFinancingIssue of ordinary share capital 199 -Re-issue of ordinary shares 2,517 1,393Increase in bank loans 34,955 10,273

37,671 11,666

Portfolio investmentsPurchase of quoted shares 114,648 60,985Sale of quoted shares (41,277) (12,816)Purchase of quoted debt securities 4,785,302 6,009,483Sale of quoted debt securities (4,712,448) (6,040,318)Purchase of unquoted shares 2,557 622Sale of unquoted shares (2,419) (1,138)Increase in deposits with banks - 139,022Decrease in deposits with banks (43,135) -Increase in loans and advances 44,922 1,827Decrease in loans and advances (21,321) (16,033)Decrease in land and property - (4,634)Increase in land and property 50,328 11,835

177,157 148,835

19 (d) MOVEMENT IN CASH, PORTFOLIO INVESTMENT AND FINANCINGChanges

to market1/1/04 Cash flow value 31/12/04

Cash 2,354 441 - 2,795Quoted shares 141,308 73,371 19,119 233,798Quoted debt securities 46,717 72,854 (530) 119,041Unquoted shares 10,520 138 - 10,658Deposits with banks 630,122 (43,135) - 586,987Loans and advances 53,075 23,601 - 76,676Land and property 231,198 50,328 4,097 285,623Bank loans (36,746) (34,955) - (71,701)

1,078,548 142,643 22,686 1,243,877

46 FBD HOLDINGS PLC ANNUAL REPORT 2004

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FBD HOLDINGS PLC ANNUAL REPORT 2004 47

20 REPORT ON DIRECTORS’ REMUNERATION AND INTERESTS

REMUNERATION POLICYThe objective of the remuneration policy in respect of Executive Directors is to attract, retain and motivate the executivesconcerned through remuneration packages which are both competitive and an incentive to the development of theGroup, and in the best interests of shareholders. Base salaries for Executive Directors reflect job responsibilities andreflect levels prevailing in the market for comparable companies. Executive Directors participate in annual bonus schemesunder which payments are made based on the profit performance of the Group. The remuneration packages ofExecutive Directors are reviewed on an annual basis.

Other Pension 2004Fees Salary Bonus Remuneration (a) Contributions Total

€000s €000s €000s €000s €000s €000sExecutive Directors:Philip Fitzsimons - 315 120 24 111 570Andrew Langford (iii) - 11 - 1 2 14Paul O’Callaghan (v) - 316 71 19 62 468Adrian Taheny (iii) - 14 - 1 3 18Non Executive Directors:Michael Berkery (Chairman) 75 - - - - 75John Dillon 17 - - - - 17John Donnelly 18 - - - - 18John Duggan 18 - - - - 18Willy Duron (iv) 5 - - - - 5Philip Lynch 18 - - - - 18Michael Morley 17 - - - - 17Patrick O’Keeffe 18 - - - - 18Joseph Rea 18 - - - - 18Hugh Ryan 18 - - - - 18Johan Thijs (i) 11 - - - - 11Vincent Sheridan (ii) 13 - - - - 13Alfons Wouters (v) 16 - - - - 16

Total 262 656 191 45 178 1,332

(i) Appointed 7th May 2004(ii) Appointed 24th August 2004(iii) Appointed 10th December 2004(iv) Resigned 7th May 2004(v) Resigned 31st December 2004

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Notes to the Financial Statements continued

For the year ended 31st December 2004

20 REPORT ON DIRECTORS’ REMUNERATION AND INTERESTS continuedOther Pension 2003

Fees Salary Bonus Remuneration (a) Contributions Total€000s €000s €000s €000s €000s €000s

Executive Directors:Philip Fitzsimons - 250 90 18 56 414Paul O’Callaghan - 294 85 18 59 456Non Executive Directors:Michael Berkery (Chairman) 65 - - - - 65John Dillon 13 - - - - 13John Donnelly 13 - - - - 13John Duggan 13 - - - - 13Willy Duron 10 - - - - 10Philip Lynch 11 - - - - 11Michael Morley 13 - - - - 13Patrick O’Keeffe 13 - - - - 13Joseph Rea 12 - - - - 12Hugh Ryan 12 - - - - 12Alfons Wouters 11 - - - - 11

Total 186 544 175 36 115 1,056

(a) Relates to motoring/VHI allowance

The Executive Directors’ pension benefits earned during the year and accrued at year end are as follows:

Increase in Accrued Transfer value accrued benefits benefit of increase in

during 2004 at year end accrued benefits€000s €000s €000s

Philip Fitzsimons 23 199 314Andrew Langford 1 23 1Paul O’Callaghan 1 194 9Adrian Taheny 1 93 2

26 509 326

The transfer values shown above do not represent sums paid or payable to the individual directors. Instead theyrepresent a potential liability of the pension scheme.

SHARE OPTIONSTo encourage focus on long-term shareholder value, Executive Directors are eligible for grants of share options under theterms of the Executive Share Option Scheme approved by shareholders. The exercise of options granted since 18th April2000 is conditional on growth in earnings per share of at least 2% p.a. compound above the increase in the ConsumerPrice Index over not less than 3 years from date of grant. The percentage of share capital which may be issued under theScheme complies with the guidelines of the Irish Association of Investment Managers. Details of the Executive Directors’share options are given below.

48 FBD HOLDINGS PLC ANNUAL REPORT 2004

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FBD HOLDINGS PLC ANNUAL REPORT 2004 49

20 REPORT ON DIRECTORS’ REMUNERATION AND INTERESTS continued

SERVICE CONTRACTSThere are no service contracts in force for any director.

DIRECTORS’ AND SECRETARY’S INTERESTSThe beneficial interests of the directors and secretary of the Company and their spouses and minor children in theordinary share capital of the Company, at 31st December 2004, were as follows:

SHAREHOLDING31/12/04 1/1/04

DIRECTORS:Michael Berkery 20,000 20,000John Donnelly 23,256 23,256John Duggan 2,600 2,600Philip Fitzsimons 100,000 100,000Andrew Langford 3,000 3,000Philip Lynch 10,000 10,000Michael Morley 14,117 14,117Patrick O’Keeffe 62,570 62,570Joseph Rea 3,238 3,238Hugh Ryan 19,674 19,674Adrian Taheny 10,000 -

SECRETARY:David J. Flynn 47,000 47,000

No changes in the above shareholdings have occurred between 31st December 2004 and the date of this report.

DIRECTORS’ SHARE OPTIONSNumber ofoptions on Exercised Granted Number of Market Price

appointment during during options at Exercise at date or at 1/1/04 year year 31/12/04 price of option

Philip Fitzsimons (i) 100,000 20,000 - 80,000 4.60 4.60(ii) 112,918 - - 112,918 10.59 10.59

Andrew Langford (ii) 44,000 - - 44,000 10.59 10.59

Adrian Taheny (ii) 70,000 - - 70,000 10.59 10.59

(i) Options exercisable from May 2003, expire May 2010.

(ii) Options exercisable from October 2006, expire October 2013

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Notes to the Financial Statements continued

For the year ended 31st December 2004

21 PENSIONS

The group operates defined benefit pension schemes for the majority of its Irish based staff. A full actuarial valuationwas carried out on 1st January 2003 and updated to 31st December 2004 by the schemes’ independent and qualifiedactuary to take account of the requirements of FRS 17. The major assumptions used by the actuary were:

2004 2003% %

Assumptions used to calculate scheme liabilities:Inflation rate increase 2.00 2.00Salary rate increase 4.00 4.00Pension payment increase 2.00 2.00Discount rate 4.75 5.25

Long-term rate of return on scheme assets:Equities 6.70 7.40Bonds 3.70 4.40Property 4.70 5.40

€000s €000sAssets in schemes at market value:Equities 45,803 30,461Bonds 14,016 12,857Property and other 16,758 6,553

76,577 49,871 Actuarial value of liabilities (76,536) (62,454)

Surplus (deficit) in schemes at market value 41 (12,583)Related deferred tax asset - 1,573

Net pension asset (liability) 41 (11,010)

2004 2003€000s €000s

Group profit and loss account:Charged to operating profit:Current service cost 2,281 1,864Past service cost - 26Death in service cost 93 85

2,374 1,975

Interest on scheme liabilities (3,388) (2,867)Expected return on scheme assets 3,291 2,847

(97) (20)

2,471 1,995

50 FBD HOLDINGS PLC ANNUAL REPORT 2004

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FBD HOLDINGS PLC ANNUAL REPORT 2004 51

21 PENSIONS continued2004 2003

€000s €000sAnalysis of amount recognised in statement of total recognised gains and losses:Actual return less expected return on scheme assets 2,186 2,352Experience gains and losses on scheme liabilities (1,899) (4,301)Changes in demographic and financial assumptions (7,746) (1,300)

Actuarial loss (7,459) (3,249)Deferred tax (charge) credit (1,572) 158

Total actuarial loss (9,031) (3,091)

HISTORY OF EXPERIENCE GAINS AND LOSSES2004 2003 2002

€000s €000s €000s

Difference between expected and actual return on assets 2,186 2,352 (14,838)% of scheme assets 2.9% 4.7% (35.7%)

Experience gains and losses on scheme liabilities (1,899) (4,301) (4,880)% of scheme liabilities (2.5%) (6.9%) (9.2%)

Total actuarial loss (9,031) (3,091) (22,814)% of scheme liabilities (11.8%) (4.9%) (43.1%)

MOVEMENT IN SURPLUS (DEFICIT) DURING THE YEAR2004 2003

€000s €000s

Net deficit in scheme at start of year (11,010) (9,906)Current service cost (2,281) (1,864)Contributions (i) 22,460 3,895Past service cost - (26)Interest on scheme liabilities (3,388) (2,867)Expected return on scheme assets 3,291 2,849Actuarial loss (7,459) (3,249)Deferred tax (charge) credit (1,572) 158

Net surplus (deficit) at end of year 41 (11,010)

(i) €8m. of the contributions were paid on 28th January 2005 and are included in creditors (Note 18(a)).

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Notes to the Financial Statements continued

For the year ended 31st December 2004

22 PRINCIPAL SUBSIDIARIESSUBSIDIARIES NATURE OF OPERATIONS % OWNEDFBD Insurance plc General insurance underwriter 100FBD Insurance Brokers Limited General insurance brokers 100FBD Life & Pensions Limited Investment services, pensions and life brokers 100FBD Property & Leisure Limited Property investment and marketing 100 La Cala Golf Club S.A. Golf resort 74Ranchos Reunidos S.A. Property 100Sunset Beach Club S.A. Hoteliers 100Tower Hotel Group Limited Hoteliers 75

The Registered Office of each of the above subsidiaries is at FBD House, Bluebell, Dublin 12, with the exception ofRanchos Reunidos S.A. and La Cala Golf Club S.A. which are at La Cala Resort, La Cala de Mijas, 29647 Mijas-Costa,Malaga, Spain and Sunset Beach Club S.A. which is at Avenida Del Sol No. 5, Benalmadena-Costa, Malaga, Spain. TheRegistered Office of Tower Hotel Group Limited is at 44-45 Middle Abbey Street, Dublin 1.

All shareholdings are in the form of ordinary shares.

23 COMMITMENTS

CAPITAL COMMITMENTS - GROUP2004 2003

€000s €000s

Capital commitments at 31st December authorised by the directorsbut not provided for in the financial statements:Contracted for 14,805 24,094

Not contracted for - 15,525

OTHER COMMITMENTSThe group has granted an option to the minority shareholder in the Tower Hotel Group Limited to sell all of hisshareholding to the Group at a price equal to the net assets attributable to that shareholding. This option is exercisablebetween 15th October 2005 and 15th October 2007.

24 CONTINGENT LIABILITIESThe group has guaranteed a loan of €16,500,000 to a rental property development over which it holds a secondfixed charge.

25 TRANSACTIONS WITH RELATED PARTIESFarmer Business Developments plc has a 31.1% shareholding in the Group at 31st December 2004. During the yearFBD Insurance plc, the Group’s principal subsidiary, acquired 899,000 shares in Farmer Business Developments plc for€2,147,000 and disposed of 3,300,000 shares for consideration of €10,598,000. At the year end, FBD Insurance plc’sshareholding in Farmer Business Developments plc is included in the financial statements at a value of €4,513,000(2003: €4,595,000). Included in the financial statements at the year end is a balance of €6,139,000 (2003: €542,000)due from Farmer Business Developments plc. Interest is charged on this balance at the market rate.

52 FBD HOLDINGS PLC ANNUAL REPORT 2004

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FBD HOLDINGS PLC ANNUAL REPORT 2004 53

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the Annual GeneralMeeting of the Company will be held in FBD House,Bluebell, Dublin 12, on Wednesday, 27th April 2005, at11.00 am. for the following purposes:

AS ORDINARY BUSINESS1 To consider and adopt the Directors’ report and financial

statements for the year ended 31st December 2004(Resolution 1).

2 To confirm the interim dividend and to declare a finaldividend on the ordinary shares (Resolution 2).

3 To confirm a dividend on the 14% non-cumulativepreference shares (Resolution 3).

4 To declare a dividend on the 8% non-cumulativepreference shares (Resolution 4).

5 (i) To elect Directors under Article 82 (b):The following persons are recommended by theboard for election.Mr. Andrew Langford (Resolution 5(a)).Mr. Vincent Sheridan (Resolution 5(b)).Mr. Adrian Taheny (Resolution 5(c)).Mr. Johan Thijs (Resolution 5(d)).

(ii) To re-elect Directors under Article 79 (c):The following persons are recommended by theboard for re-election.Mr.Michael Berkery (Resolution 5(e)).Mr. John Dillon (Resolution 5(f)).Mr. John Donnelly (Resolution 5(g)).Dr. Patrick O’Keeffe (Resolution 5(h)).Mr. Joseph Rea (Resolution 5(i)).

6 To authorise the Directors to fix the remuneration of theauditors (Resolution 6).

7 To transact any other ordinary business of the Company.

AS SPECIAL BUSINESS8 To consider and, if thought fit, pass the following Special

Resolution (Resolution 8):“That Article 8 (b) be deleted and substituted by:“The directors are hereby generally and unconditionally

authorised to exercise all the powers of the Companyto allot relevant securities within the meaning ofSection 20 of the Companies (Amendment) Act, 1983.

The maximum amount of relevant securities which maybe allotted under the authority hereby conferred shallbe the authorised but unissued shares in the capital ofthe Company now in existence on 27th April 2005.The authority shall expire on 27th April 2009, unlessand to the extent that such authority is renewed,revoked or extended prior to such date. The Companymay before such expiry make an offer or agreementwhich would or might require relevant securities to beallotted after such expiry and the Directors may allotrelevant securities in pursuance of such offer oragreement, notwithstanding that the authority herebyconferred has expired””.

9 To consider and, if thought fit, pass the following SpecialResolution (Resolution 9):“In accordance with the provisions of the Companies

(Amendment) Act, 1983, the Directors be and arehereby empowered to allot “equity securities” (asdefined in Section 23 (13) of the Companies(Amendment) Act, 1983) pursuant to the authorityconferred on them by Special Resolution of theCompany passed on the 27th April 2004 as if Section23 (1) of the Companies (Amendment) Act, 1983 didnot apply to any allotment made pursuant to the saidauthority provided that this power shall be limited tothe allotment of equity securities up to but notexceeding an aggregate nominal value of 5 per cent ofthe issued ordinary share capital and that the authorityhereby conferred shall expire at the close of businesson the earlier of the date of the next Annual GeneralMeeting of the Company or a date 15 months fromthe date of passing hereof and that the Directors beentitled to make at any time prior to the expiry of thepower hereby conferred, any offer or agreement whichwould or might require equity securities to be allottedafter the expiry of such power. Provided that suchpower shall, subject as aforesaid, cease to have effectwhen the said authority is revoked or would, ifrenewed, expire but if the authority is renewed the saidpower may also be renewed, for a period not longerthan that for which the authority is renewed, by afurther Special Resolution of the Company passed inGeneral Meeting.”

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Notice of Annual General Meeting continued

AS SPECIAL BUSINESS continued

10. To consider and, if thought fit, pass the following SpecialResolution (Resolution 10):“That the Company and/or any of its subsidiaries be andare hereby generally authorised to make marketpurchases (as defined in Section 212 of the CompaniesAct, 1990) of shares of any class of the Company (“theShares”) on such terms and conditions and in such manner as the Directors may from time to timedetermine but subject, however, to the provisions of theCompanies Act, 1990, the Articles of Association of theCompany and to the following restrictions and provisions:(a) the aggregate nominal value of the Shares

authorised to be acquired pursuant to the terms ofthis resolution shall not exceed 10 per cent of theaggregate nominal value of the issued share capitalof the Company as at the close of business on thedate of the passing of this resolution;

(b) the minimum price which may be paid for anyShare shall be the nominal value of the Share;

(c) the maximum price which may be paid for anyShare (a “Relevant Share”) shall be an amountequal to 105 per cent of the average of the fiveamounts resulting from determining whichever ofthe following ((i), (ii) or (iii) specified below) inrelation to the Shares of the same class as theRelevant Share shall be appropriate for each of thefive consecutive business days immediatelypreceding the day on which the Relevant Share ispurchased, as determined from the informationpublished in the Irish Stock Exchange Daily OfficialList reporting the business done on each of thosefive business days;(i) if there shall be more than one dealing reported

for the day, the average of the prices at whichsuch dealings took place; or

(ii) if there shall be only one dealing reported forthe day, the price at which such dealing tookplace; or

(iii) if there shall not be any dealing reported for theday, the average of the closing bid and offerprices for the day;and if there shall be only a bid (but not an offer)or an offer (but not a bid) price reported, or ifthere shall not be any bid or offer pricereported, for any particular day then that dayshall not count as one of the said business daysfor the purposes of determining the maximumprice. If the means of providing the foregoinginformation as to dealings and prices by

reference to which the maximum price is to bedetermined is altered or is replaced by someother means, then a maximum price shall bedetermined on the basis of the equivalentinformation published by the relevant authorityin relation to dealings on the Irish StockExchange or its equivalent.

The authority hereby conferred will expire at the closeof business on the date of the next Annual GeneralMeeting of the Company or the date which is fifteenmonths after the date on which this resolution ispassed or deemed to have been passed whichever isthe earlier, unless previously varied, revoked or renewedin accordance with the provisions of Section 215 of theCompanies Act, 1990. The Company or any suchsubsidiary may before such expiry enter into a contractfor the purchase of Shares which would or might bewholly or partly executed after such expiry and maycomplete any such contract as if the authorityconferred hereby had not expired.”

11 To consider and, if thought fit, pass the followingSpecial Resolution (Resolution 11):“That for the purposes of Section 209 of theCompanies Act, 1990 the re-issue price range at whichany treasury shares (as defined by the said Section 209)for the time being held by the Company may be re-issued off-market shall be as follows:(a) the maximum price at which a treasury share may

be re-issued off-market shall be an amount equal to120 per cent of the Appropriate Price; and

(b) the minimum price at which a treasury share maybe re-issued off-market shall be an amount equal to95 per cent of the Appropriate Price;For the purposes of this resolution the expression“Appropriate Price” shall mean the average of thefive amounts resulting from determining whicheverof the following ((i), (ii) or (iii) specified below) inrelation to shares of the class of which suchtreasury shares to be re-issued shall be appropriatein respect of each of the five consecutive businessdays immediately preceding the day on which thetreasury share is re-issued, as determined frominformation published in the Irish Stock ExchangeDaily Official List reporting the business done oneach of these five business days;(i) if there shall be more than one dealing reported

for the day, the average of the prices at whichsuch dealings took place; or

54 FBD HOLDINGS PLC ANNUAL REPORT 2004

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FBD HOLDINGS PLC ANNUAL REPORT 2004 55

(ii) if there shall be only one dealing reported forthe day, the price at which such dealing tookplace; or

(iii) if there shall not be any dealing reported for theday, the average of the closing bid and offerprices for the day;and if there shall be only a bid (but not an offer)or an offer (but not a bid) price reported, or ifthere shall not be any bid or offer price reported,for any particular day, then that day shall notcount as one of the said business days for thepurposes of determining the Appropriate Price. Ifthe means of providing the foregoing informationas to dealings and prices by reference to whichthe Appropriate Price is to be determined isaltered or is replaced by some other means, thenthe Appropriate Price shall be determined on thebasis of the equivalent information published bythe relevant authority in relation to dealings onthe Irish Stock Exchange or its equivalent; or

(c) such treasury shares may be re-issued off-market tothe holders of share options in the capital of theCompany (“Options”) on the exercise by them oftheir Options at the exercise price set out in therelevant option agreement(s).

The authority hereby conferred shall expire at the closeof business on the date of the next Annual GeneralMeeting of the Company, or the date which is fifteenmonths after the date on which this resolution ispassed or deemed to have been passed whichever isthe earlier, unless previously varied or renewed inaccordance with the provisions of Section 209 of theCompanies Act, 1990”.

12 To consider and, if thought fit, pass the followingresolution as a Special Resolution (Resolution 12):“That Clause 4 of the 1989 Executive Share OptionScheme of the Company be and is hereby amended bythe deletion of existing sub-clause (a) and the insertionin lieu thereof the following new sub-clause (a)“During the period of twenty five years from theAdoption Date the aggregate number of shares issuedunder or pursuant to Options granted under theScheme or any other share option or share incentivescheme relating to shares of the Company adoptedafter the Adoption Date shall not exceed 6,184,810provided that such number shall be subject toadjustment from time to time in the same manner andto the same extent as Options are adjusted pursuant torule 15 representing the aggregate of:

(i) 5% (five per cent) of the issued ordinary sharecapital of the Company as at 31st December 1989together with

(ii) 5% (five percent) of the aggregate of the issuedordinary share capital of the Company as at 31stDecember 1999 together with

(iii) 5% (five per cent) of the aggregate of the issuedordinary share capital of the Company as at 31stDecember 2004””.

BY ORDER OF THE BOARDDavid J. Flynn,Secretary

29th March 2005

NOTES FOR SHAREHOLDERS1 Every member entitled to attend and vote at the

Meeting is entitled to appoint a proxy or proxies toattend, speak and vote instead of him/her. A proxy neednot be a member of the Company. A form to be usedfor appointing a proxy is enclosed.

2 To be valid this proxy form must be completed, signedand returned to reach the registered office of theCompany at FBD House, Bluebell, Dublin 12, not lessthan forty-eight hours before the time of the Meeting.

3 Nomination of Directors:Eligibility for Appointment. No person other than aDirector retiring by rotation shall be appointed a Directorat any General Meeting unless he is recommended bythe Directors or, not less than three nor more thantwenty-one clear days before the date appointed for themeeting, notice executed by a member qualified to voteat the Meeting has been given to the Company of theintention to propose that person for appointment statingthe particulars which would, if he were so appointed, berequired to be included in the Company’s register ofDirectors together with notice executed by that personof his willingness to be appointed.

4 No Directors’ Service Contracts exist.

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Group Directory

For Home & Motor quotations ring: 1850 617 617

Group website: www.fbd.ie

56 FBD HOLDINGS PLC ANNUAL REPORT 2004

FBD Holdings plcFBD HouseBluebellDublin 12(01) 409 3200

FBD Insurance plcGeneral Insurance CompanyHead OfficeFBD HouseBluebellDublin 12(01) 409 3200

FBD Insurance Brokers Ltd.Corporate Insurance BrokersFBD HouseBluebellDublin 12(01) 409 3201

FBD Life and Pensions Ltd.Investment ServicesPension and Life BrokersHead OfficeFBD HouseBluebellDublin 12(01) 409 3202

Athenry (091) 844 110

Ballaghaderreen (094) 986 0817

Ballina (096) 21280

Ballinasloe (090) 964 2931

Cahir (052) 41526

Carlow (059) 913 4600

Carrickmacross (042) 966 2022

Castlebar (094) 902 1955

Cavan (049) 436 1301

Charleville (063) 89444

Clonakilty (023) 34184

Clonmel (052) 26537

Cork (021) 454 4299

Donegal Town (074) 972 3707

Drogheda (041) 983 6384

Dublin Personal lines 1850 617 617

Business lines 1850 216 316

Dungarvan (058) 41835

Ennis (065) 682 2300

Enniscorthy (054) 33681

Fermoy (025) 33366

Galway (091) 778 070

Kells (046) 924 0321

Kilkenny (056) 772 1300

Killarney (064) 36148

Letterkenny (074) 912 6299

Limerick (061) 417 748

Listowel (068) 21702

Longford (043) 46618

Macroom (026) 42442

Mallow (022) 22591

Midleton (021) 463 2366

Monaghan (047) 82033

Mullingar (044) 48867

Naas (045) 876 101

Nenagh (067) 31989

Newcastlewest (069) 61577

New Ross (051) 421 332

Portlaoise (0502) 21694

Roscommon (090) 662 6344

Skibbereen (028) 21688

Sligo (071) 914 4164

Thurles (0504) 23299

Tralee (066) 712 2185

Trim (046) 943 1898

Tullamore (0506) 21707

Tullow (059) 915 1112

Waterford (051) 850 377

Wexford (053) 46611

Wicklow (0404) 68465

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designed and produced by dcoy design www.dcoy.ie

New offices at Drogheda,incorporating easy access andparking for added customer benefit.

FBD Cover 18/4/05 15:58 Page 3

Page 60: FBD Holdings plc - Zonebourse.com€¦ · FBD Group’s core business is insurance underwriting. In addition, the Group has developed complementary property/leisure interests and

FBD Holdings plc FBD House, Bluebell, Dublin 12.tel: 01 409 3200 web: www.fbd.ie

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