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Friends Life Annual Reports and Accounts 2014

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Friends Life Annual Reports and Accounts 2014 FRIENDS LIFE GROUP LIMITED (formerly Resolution Limited) ANNUAL REPORT AND ACCOUNTS 2014 Registered Company Number 49558 Registered as a UK Establishment with company number BR016431 Friends Life Group Limited PO Box 25 Regency Court Glategny Esplanade St Peter Port Guernsey GY1 3AP Contents Strategic report Chairman’s statement 2 Business model 3 Group Chief Executive’s review 4 Chief Financial Officer’s review 6 Business review 2014 Highlights 10 Cash today 11 Cash tomorrow 13 Returns 16 Operating expenses 20 Non-operating results 21 Cash and capital 24 Financing and interest costs 28 Discontinued operations – Lombard 29 Principal risks and uncertainties 30 Corporate responsibility 34 Non-financial key performance indicators 35 Governance Corporate governance report 37 Directors’ remuneration report 52 Directors’ report 67 Statement of directors’ responsibilities 71 IFRS financial statements Independent auditor’s report 73 IFRS consolidated financial statements 76 Notes to IFRS consolidated financial statements 83 MCEV financial statements Statement of directors’ responsibilities 189 Independent auditor’s report 190 MCEV consolidated financial statements 191 Notes to MCEV consolidated financial statements 196 Additional Information Definitions 230 Abbreviations 233 Shareholder information 236 FRIENDS LIFE GROUP LIMITED 1 Chairman’s statement Accelerating value creation On 2 December 2014, we announced that we had agreed the terms of a proposed offer by Aviva plc (“Aviva”) to acquire Friends Life Group Limited (the “Proposed Acquisition”). The combination of Friends Life’s existing customer base with Aviva’s will create the UK’s largest life insurer, and is an attractive opportunity to accelerate the delivery of the Friends Life strategy. The increased scale, brand recognition and resourcing, combined with the expected financial synergies and cost savings strongly supports our focus on generating value for our shareholders and policyholders. Proposed terms and dividend Under the terms of the Proposed Acquisition, our shareholders will receive 0.74 Aviva shares for each Friends Life share owned. In addition, a proposed second interim dividend of 24.1 pence per share will be paid to Friends Life shareholders after the Scheme is approved, resulting in a 2014 full year dividend of 31.15 pence per share, payable in April 2015 (the 2013 full year dividend was 21.14 pence per share). Full details are set out in the Scheme Document that was published by Friends Life on 19 January 2015, and the Aviva Prospectus which was issued by Aviva on the same day (both documents are available on the Aviva and Friends Life websites). As noted in the Scheme Document, in the event that the Proposed Acquisition does not complete, the proposed second interim dividend will not be paid, and we expect that the 2014 full year dividend would be in line with the 2013 full year dividend. Next steps Shareholder and regulatory approval is required for the Proposed Acquisition which, if approved, will be implemented by way of a scheme of arrangement (the “Scheme”). Shareholders will have the opportunity to attend and vote at the required shareholders meetings which will be held on 26 March 2015 to approve the proposals. The relevant documents and voting forms have been sent to shareholders in preparation for the meetings. The Friends Life Directors unanimously recommend that Friends Life shareholders vote in favour of the Scheme and the associated resolutions to be proposed at the shareholders meetings, and it is not too late to submit your vote. Deadlines for submitting your vote are set out in the Scheme document. If the Proposed Acquisition is approved by shareholders and the Court, the Scheme will become effective on 10 April 2015, new Aviva shares will be issued to Friends Life shareholders on 13 April 2015, and the proposed second interim dividend will be paid by 24 April 2015. Performance Aside from the Proposed Acquisition, I am pleased to confirm that the Group has performed well throughout 2014. Notwithstanding the historic changes to the pensions market brought about by the UK Chancellor’s 2014 Budget, I am pleased to report that the Company continues to deliver strongly as clearly evidenced in our 2014 results. Highlights of the Group’s delivery throughout the year include sustainable free surplus rising to £373 million in 2014 from £325 million in 2013, and the successful disposal of the Lombard business. The Group is also well placed to support its customers when the pension reforms come into force in April 2015, having developed a new customer platform and enhanced our customer service offering, as detailed in the Group Chief Executive’s Review. Colleagues and the Board Finally, I would like to thank the Board and all our employees for their continued commitment, without which the Company would not have had the success it has achieved, nor delivered these returns to our shareholders. Sir Malcolm Williamson Chairman, Friends Life Group Limited 4 March 2015 FRIENDS LIFE GROUP LIMITED 2 Business model Friends Life Group’s operating model is structured around three distinct divisions: Heritage, UK and International. The Heritage division has around 3.6 million customers, a large set of products which are either closed to new business or are not actively marketed, and complex legacy systems. The UK division comprises open market operations in Corporate Benefits, Retirement Income and Protection: The Corporate Benefits business focuses on UK retirement saving through employer-sponsored schemes. As at 31 December 2014 the business had £22.0 billion of assets under administration, making it the number two player in this part of the market, which is one set for fast growth. The Retirement Income business provides annuities for individual retirees, both retiring Friends Life pension customers and those who saved with other providers. As a result of the changes announced in the UK Chancellor’s 2014 Budget, we expect annuity sales to be lower going forward. In response, the Group is developing a new range of products and services as part of a comprehensive retirement proposition. The Protection business includes life assurance, income protection and critical illness policies for individual customers and group schemes for companies. The International division offers a range of products including single premium investment products, regular premium savings plans and individual assurance policies. International’s products are distributed worldwide by independent financial advisers, with a focus on affluent expatriate individuals, via distribution hubs in Hong Kong, Singapore and Dubai. How we make money Success factors Taking a share of bonuses allocated to with- Effective management of customer service and Heritage profits policyholders costs as policy numbers reduce over time Taking a regular charge on assets under Risk management expertise to manage 3.6 million administration or collecting regular policy fees complex portfolio of exposures customers Releasing capital held against risks as business Capital management capability for business runs off restructuring Corporate Benefits Taking a regular charge on assets under Ease of doing business for members and administration employers through automation and technology UK Administering growing assets for existing Critical scale achieved on a low cost members and scheme joiners administration platform, competitive charging 1.6 million Winning new schemes on terms acceptable to rates customers employers, customers and the business Reputation with key intermediaries Corporate Retirement Income Benefits: 1.3 Winning new business by offering competitive Ability to engage with Friends Life existing million customers rates to customers allowing for risks taken on pension customers approaching retirement Releasing capital held against carefully managed Relationships with intermediaries in the and suitably priced risks as business runs off retirement market Retirement Investing assets to optimise long-term returns Ability to offer better prices based on individual Income: 0.1 million and investment risk customers’ health customers Protection Protection: 0.3 Winning new business by offering competitive Relationships with key intermediaries in million customers rates to customers allowing for risks taken on individual and group markets Releasing capital held against carefully managed Pricing flexibility, adaptability, speed to market and suitably priced risks as business runs off Reinsurance know-how to optimise retention and transfer of risk Winning new business by offering competitive Offer wide fund choice at competitive rates International rates to customers allowing for risks taken on Nimble operational structure to react to Releasing capital held against carefully managed developments in diverse markets 0.2 million and suitably priced risks as business runs off customers Governance expertise to work with multiple Taking a regular charge on assets under regulators administration, and/or regular policy fees FRIENDS LIFE GROUP LIMITED 3 Group Chief Executive’s review Our Strategy 2014 has been a year of unprecedented change for both the UK life and pensions industry and Friends Life itself. Throughout this time, the company has been consistent in the execution of its strategy that can be summarised in three main principles: To maximise the value of the Heritage book through efficient management of legacy products, innovative capital and revenue optimisation initiatives and a focus
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