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ANNUAL REPORT and FINANCIAL STATEMENTS Officers and Professional Advisers

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ANNUAL REPORT and FINANCIAL STATEMENTS Officers and Professional Advisers 31 OCTOBER 2019 ANNUAL REPORT AND FINANCIAL STATEMENTS Officers and professional advisers DIRECTOR DIRECTOR Adrian Piper Stephen Pateman Chairman Chief Executive B.A., M.Sc., Officer M.C.I.P.D., M.C.I.M. F.C.I.B.S. DIRECTOR DIRECTOR Helen Molyneux John Barbour LLD (Hons), M.B.A., B.Sc. LLB (Hons). REGISTERED OFFICE AUDITOR One Central Square Ernst & Young LLP Cardiff Bristol CF10 1FS Hodge Limited – Annual Report and Financial Statements 2019 DIRECTOR DIRECTOR David Landen Alun Bowen Chief Financial F.C.A., M.A. Officer F.C.C.A., B.Sc. DIRECTOR COMPANY Graeme Hughes SECRETARY A.C.I.B., M.B.A. Kirsty Williams LLB (Hons) PRINCIPLE BANKERS ECONOMIC ADVISORS Lloyds Bank Plc Professor Patrick Minford London Cardiff Business School Hodge Limited – Annual Report and Financial Statements 2019 02 STRATEGIC REPORT Contents STRATEGIC REPORT Chairman’s Statement 04 Our Business and Corporate Social Responsibility 06 Chief Executive Officer’s Statement 12 Chief Financial Officer’s Report 16 Long-term Viability Statement and Going Concern 20 GOVERNANCE Corporate Governance 24 Risk Management 28 Report from John Barbour, Chair of the Audit Committee 42 Report from Alun Bowen, Chair of the Risk and Conduct Committee 50 Report by Jonathan Hodge, Chair of the Nomination Committee 60 Report from Helen Molyneux, Chair of the Remuneration Committee 62 Directors’ Report 64 Statement of Directors’ Responsibilities 66 AUDITOR’S REPORT Independent Auditor’s Report to the Member of Hodge Limited 69 FINANCIAL STATEMENTS Consolidated Income Statement 79 Consolidated Statement of Other Comprehensive Income 80 Consolidated Balance Sheet 81 Company Balance Sheet 82 Consolidated Statement of Changes in Equity 83 Company Statement of Changes in Equity 84 Consolidated Statement of Cash Flows 85 Notes to the Financial Statements 88 Hodge Limited – Annual Report and Financial Statements 2019 03 STRATEGIC REPORT STRATEGIC REPORT 2019 Hodge Limited – Annual Report and Financial Statements 2019 04 STRATEGIC REPORT Chairman’s Statement Whilst our focus will remain on the later life market, through the provision of annuities, equity release and retirement mortgages. We will continue to develop our commercial lending activities in development and investment finance and build out new niche markets. This year we entered the professional buy-to-let market and launched holiday let mortgages. We continue to see ourselves as an innovator and recently launched a lifetime fixed rate retirement mortgage; we are also considering a range of Adrian Piper, Chairman inter-generational mortgage products 19 December 2019 that will help address the challenges that society faces in terms of unlocking housing equity to support a longer I am pleased to present the financial statements of the Hodge Limited group retirement or to help the next generation (the ‘Group’) and Hodge Limited (the ‘Company’) for the year ended 31 October 2019. buy their first home. The Group has two subsidiaries: Julian Hodge Bank Limited (the ‘Bank’) We continue to place great value on and Hodge Life Assurance Company Limited (‘Hodge Life’). having access to liquidity, primarily in the form of retail savings; our annuity and savings balances now total over It is nearly 80 years since Sir Julian Hodge £1.5bn; we seek to remain competitive, founded the Hodge group and our 79th year whilst offering good value to customers. Our strategy is discussed in greater detail has been one of change as we look towards by our new Chief Executive on page 12. Steve Pateman joined us in January 2019 the future with a strategy that will seek to from Shawbrook and has made a very encouraging start; I and the Board would significantly improve our profitability and scale, like to extend our appreciation to David Austin who retired as our Chief with the aim of creating a financial services Executive Officer (CEO) this year after 28 years with Hodge. David made a business with a £4.0bn Balance Sheet by 2023. significant contribution to our business over many years working through many challenges and we wish him well in his retirement. Hodge Limited – Annual Report and Financial Statements 2019 05 STRATEGIC REPORT Our results are discussed in detail by Notwithstanding the clarity provided Jonathan Hodge has also stepped down our Chief Financial Officer (CFO) on by the general election result and the from the Boards of Hodge Limited, the page 16. It was undoubtedly a potential for a recovery in confidence Bank and Hodge Life after 36 years as challenging environment for both our and investment, there remains much initially an executive director and from Life and Banking businesses with uncertainty at this time both in the 2006 as the director representing the significant volatility in equity and debt United Kingdom and on a global level Shareholder’s interests. Jonathan markets and historically low interest and our central assumption is that launched the application for a deposit rates, all of which impacted capital levels interest rates and growth will remain taking licence in 1987 and was the first as well as the IFRS results despite a low: whilst we see opportunities to grow chairman of the Bank. Jonathan will robust performance at an operating our business and are confident that we retain an active interest in each of the profit level; notwithstanding a significant can do so, our risk appetite remains businesses through his role as Chairman £4.3m loss on a commercial lending prudent and our focus remains on assets of The Carlyle Trust Limited. It is development transaction. that afford good levels of security. however appropriate to record our thanks to Jonathan for his energy, We took the opportunity to reduce Alongside the changes in executive commitment, professionalism, wise and our holding of legacy equity release leadership, the Board has continued to effective counsel over the many years he mortgages in the banking business evolve. David Gulland has joined us to has served on the boards. and this crystallised a gain of £19.5m chair the newly formed Risk and compared with the balance outstanding Conduct Committee within Hodge I would like to close what will be my on the mortgages but a loss of £4.6m on Life and Graeme Hughes has been final Chairman’s Statement by extending the IFRS fair value. The liquidity and appointed as Senior Independent my thanks to my colleagues on the Board capital created from this disposal will Director and will lead the search for my for their wise counsel and support, to the be deployed into our core businesses replacement when I stand down at the executive leadership team and their staff to produce less volatile returns in end of April 2020. for all their endeavour and commitment the future. We will look for further which underpins a robust set of results, David has an extensive background opportunities to reduce our legacy in spite of all the headwinds, laying in life assurance and his actuarial assets over the coming months and strong foundations for our future and experience will help the Board provide we have adjusted the fair value of the finally to Jonathan Hodge for giving me appropriate challenge and oversight as remaining assets to reflect the current the opportunity to play a part in a we seek to optimise our capital profile market conditions. business that has been and continues to in Hodge Life. be unique in its ownership, ethos and The IFRS loss was Graeme joins us after a long and approach not just in South Wales but successful career at Nationwide where across the financial services industry. mitigated in part he was the Group Distribution Director; by the gain of £3.1m responsible for all sales and service activities across 720 branches which arose from selling and 10,000 staff. our holding of corporate Alun Bowen will continue to chair the bonds as a result of the Risk and Conduct Committee until his retirement at the end of our next decision to restructure financial year. Alun has been and the treasury portfolio. continues to be someone whose experience and commercial insights are very relevant to our business. Hodge Limited – Annual Report and Financial Statements 2019 06 STRATEGIC REPORT Our Business and Corporate Social Responsibility OUR BUSINESS We are a privately-owned group seeking to make life better for our customers, colleagues and communities by providing specialist lending, savings and retirement solutions in a manner that is fair, friendly and personal. We offer a full range of later life products assisting our customers prior to, at and post- retirement. Having been in this market since 1965 we have unrivalled expertise which allows us to develop products for customers based on a clear understanding of their needs. We have built on this history by moving into other specialist mortgage markets by launching both We use our considerable experience We work in partnership with our trusted to ensure that we have ample liquidity network of intermediaries, serving professional buy-to-let and capital to safeguard our customers’ professional landlords through our and holiday let savings and to meet all regulatory portfolio buy-to-let mortgages, and requirements. personal customers through our products during the later-life mortgages. year, further enhancing SPECIALIST MORTGAGES Our range of later-life mortgages our range of products The Group’s specialist mortgage includes retirement interest only (RIO) business combines our expertise in mortgages with no fixed-term end date for our customers. both residential and later-life lending. and equity release, these products are available to those over 50. Hodge Limited – Annual Report and Financial Statements 2019 07 STRATEGIC REPORT 2019 has been a year of progress, during LATER LIFE which we focused on ensuring we put The later life market continues to the customer at the heart of everything grow and with our network of brokers we do.
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