Directors' Report & Financial Statements for the year ended 20th February 2015
The Directors have pleasure in presenting their Review of the year and Financial Statements of the Club for the year ended 20th February 2015.
The principal activities of the Club, including its subsidiary companies, during the year were the insurance and reinsurance of marine protecting and indemnity risks on behalf of the Members. At 20th February 2015 the owned tonnage entered in the Club and through its subsidiary, The United Kingdom Mutual Steam Ship Assurance Association (Europe)Limited (“UK (Europe)”), on mutual terms totalled approximately 127 million gt (123million in 2014). In addition, approximately 100 million gt of chartered tonnage was entered in the Association at any time during the year.
Direction and management
Ultimate control over the Club’s affairs rests with the Board of Directors, who are all elected by the shipowner Members of the Club. With the exception of the two Bermuda resident Directors, all the Directors are officers or agents of Members.The Directors met on three occasions during the year to carry out the general and specific responsibilities entrusted to them under the Rules and Bye-Laws, and a commentary on the matters considered during the past year is contained in the Review that follows.
The Directors are themselves active shipowners, and are restricted in the amount of time that they can make available to running the Club’s affairs. The Board delegates the day to day running of the Club to the Managers, Thomas Miller(Bermuda) Ltd.
The Managers, through a network of offices in Europe, Asia and America, form the principal contact between the Club and the Members. In addition to carrying out the policies laid down by the Board, they also act as the conduit for feedback to the Board of the Members’ views.
At the Board meetings, the Directors receive reports from the Managers on all areas of the Club’s operations in accordance with an agreed schedule of reports. The Board also considers and decides issues of policy on general matters concerning the Club and the Members’ interests.
The Chairman and Deputy Chairmen meet with the Managers regularly during the year to discuss current developments and the preparation of matters for consideration and decision by the Board. The Board has established a number of committees.
The Group Audit & Risk Committee of the Board met three times during the year.Its current Chairman is Nigel Smith who provides accounting expertise to the Board in the insurance and shipping sectors. In addition to seven Club Directors on the Committee, there is an independent Member - Robert Quayle, a director of IPIR.
Nigel Smith has specific responsibility for liaison, on behalf of the Committee, with the head of internal assurance of Thomas Miller. The Committee has wide ranging responsibilities including reviewing of reserving, Report and Accounts, internal audits and the oversight of regulatory matters worldwide. Over the past year the Committee has been particularly active in the work relating to Solvency 2 and governance of the Club and its subsidiaries. The Committee reports to the full Board on all of these issues to enable the Club to take key decisions.
The Nominations Committee makes recommendations to the Board regarding its composition as and when new Directors are to be appointed. It also makes recommendations on the composition of committees and subsidiary boards.
The Club’s wholly owned subsidiary (“UK (Europe)”) underwrites the majority of the business accepted by the group. UK (Europe)’s Board, which met seven times is made up from shipowners who are also Directors of the Club, two directors who are employees of the Managers and two directors providing a specialism in accounting and reinsurance.
The Ship and Membership Quality Committee in addition to advising on the ship inspection and condition survey schemes, provides the Board with advice on the criteria used to set the standards for membership of the Club and the direction of the Club’s loss prevention initiatives. The Committee is chaired by the Club Chairman and includes eight other Directors.
The Investment Committee advises the Board on investment strategy and policy.The Committee also monitors the performance of the investment portfolio.Seven members of the Board are supported by three investment specialists on the Committee.Other committees of the Board are formed, as needed, in order to review specific issues as delegated by the Board, or take decisions on behalf of the Board, for instance regarding the operation of the Club’s war risks cover where urgent decisions may be required.
The present Directors of the Club are shown on page 9. Also shown are those who retired from the Board since 20th February 2014. The Board wishes to record its thanks to those Directors for the contribution they have made to the work of the Board and the affairs of the Club.Bye-Law 14C(i) provides for Directors to retire who have been in office for three years since their last election. Consequently Messrs G. Bottiglieri, H.V. Franco, O. Gast,S.L. Ghomri, R.C. Gillett, N. Mukae, A. Olivier, H. Takahashi, N.P. Tsakos and Mrs K.Siggins will retire at the forthcoming Annual General Meeting in Hong Kong on 26thOctober 2015. All these Directors, with the exception of Mr G. Bottiglieri, have offered themselves for re-election. In October 2014 Mr A.K. Olivier was re-elected as Chairman of the Board of Directors and Messrs O. Gast, N.G. Inglessis and M. Morooka were re-elected as Deputy Chairmen.
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