TIDM81XM

RNS Number : 0325C

Scottish Widows plc

25 April 2012

25 April, 2012

SCOTTISH WIDOWS PLC

PUBLICATION OF THE ANNUAL REPORT AND ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2011

Scottish Widows plc has today published its Annual Report and Accounts for the year ended 31 December 2011 (the "Accounts") which will shortly be available on the Scottish Widows website at www.scottishwidows.co.uk Copies of the Accounts have also been submitted to the National Storage Mechanism and will shortly be available for inspection at www.hemscott.com/nsm.do

ADDITIONAL INFORMATION REQUIRED BY DISCLOSURE AND TRANSPARENCY RULE 6.3.5 (DTR 6.3.5)

The information below, which is extracted from the 2011 Annual Report and Accounts, is solely for the purpose of complying with DTR 6.3.5 and the requirements it imposes on issuers as to how to make public annual financial reports. This constitutes the material required by DTR 6.3.5 to be communicated to the media in unedited full text through a Regulatory Information Service. This material is not a substitute for reading the full Annual Report and Accounts. Page numbers and cross-references in the extracted information below refer to page numbers and cross-references in the 2011 Annual Report and Accounts.

STATEMENT OF DIRECTORS' RESPONSIBILITIES FOR PREPARING THE FINANCIAL STATEMENTS

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and enable them to ensure that the financial statements comply with the Companies Act 2006 and, as regards the Group financial statements, Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the Company's website www.scottishwidows.co.uk. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Each of the Directors, whose names are listed on page 3, confirm that, to the best of their knowledge:

- the Group and Company financial statements, which have been prepared in accordance with IFRSs as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit of the Group and Company; and

- the Directors' Report on pages 4 to 7 includes a fair review of the development and performance of the business and the position of the Group and Company, together with a description of the principal risks and uncertainties that it faces.

PRINCIPAL RISKS AND UNCERTAINTIES

   42.       Risk management 

The principal activity of the Group is the undertaking of ordinary long-term insurance and savings business and associated investment activities in the United Kingdom. The Group offers a wide range of life insurance products such as annuities, pensions, whole life, term life and investment type products through independent financial advisers, the Lloyds Banking Group network and direct sales. The Company also reinsures business with subsidiary undertakings and with insurance entities external to the Group. This includes the majority of the pensions linked business, which is reinsured to the Company's subsidiary, SWUF, the annuity business which is reinsured to the Company's subsidiary SWA, and new protection business, which is reinsured to the Company's subsidiary, CMIG.

The Group assesses the relative costs and concentrations of each type of risk through the Individual Capital Assessment ("ICA") and material issues are escalated to the Insurance Risk Committee and the Insurance Executive Committee.

This note summarises these risks and the way in which the Group manages them.

   (a)        Governance framework 

The Group is part of Lloyds Banking Group ("LBG"), which has established a risk management function with responsibility for implementing the Lloyds Banking Group risk management framework within the Group.

Responsibility for the setting and management of risk appetite and risk policy resides with the Board of each Group company. The Board manages risks in line with LBG and Insurance Division risk policies. The Board has delegated operational implementation to the Insurance Executive Committee.

The approach to risk management ensures that there is effective independent checking or "oversight" of key decisions through the operation of a "three lines of defence" model. The first line of defence is line management, who have direct accountability for risk decisions. The Risk function provide oversight and challenge and form the second line of defence. Internal Audit constitutes the third line of defence, which provides the required independent assurance to the Audit Committee and the Board that risks within the Group are recognised, monitored and managed within acceptable parameters.

An enterprise-wide risk management framework for the identification, assessment, measurement and management of risk is in place. The framework is in line with Lloyds Banking Group's risk management principles and covers the full spectrum of risks that the Group and Company are exposed to. Under this framework, risks are categorised according to an approved Lloyds Banking Group risk language which has been adopted across the Group. This covers the principal financial risks faced by the Group, including the exposures to market, insurance, credit, financial soundness and operational risk. The performance of the Group, its continuing ability to write business and the strategic management of the business depend on its ability to manage these risks.

Policy owners, identified from appropriate areas across the business, are responsible for drafting the Lloyds Banking Group and Insurance risk policies, for ensuring that they remain up-to-date and for facilitating any changes. These policies are subject to at least an annual review, or earlier if deemed necessary. Limits are prescribed within which those responsible for the day to day management of each Group company can take decisions. Line management are required to follow prescribed reporting procedures to the bodies responsible for monitoring compliance with policy and controlling the risks.

   (b)        Risk appetite 

The Board has defined the methodology for the management of risk appetite and approved appropriate limits. Limits are defined for the Scottish Widows Group as a whole and for the individual risk components. The limits are defined in terms of the amount of capital required to be held to cover certain specified stressed scenarios.

Exposure to each type of risk is monitored against prescribed limits and the results of these tests are reported to the Boards of the relevant companies. Where the exposure to any risk exceeds a trigger amount, the Insurance Executive Committee must approve an action plan to reduce the exposure or the Scottish Widows Group Board must approve a revised limit.

     (c)      Financial risks 

The Group writes a variety of insurance and investment contracts which are subject to a variety of financial risks, as set out below. Contracts can be either single or regular premium and conventional (non-profit), with-profits or unit-linked in nature.

The Group is exposed to a range of financial risks through its financial assets, financial liabilities, reinsurance assets and insurance and investment contract liabilities. In particular, the key financial risk is that long-term investment proceeds are not sufficient to fund the obligations arising from its insurance and investment contracts. The most important components of financial risk are market, insurance, credit and financial soundness risk.

The market risks that the Group primarily faces due to the nature of its investments and liabilities are interest rate, equity, property and foreign exchange risk.

The Group manages these risks in a numbers of ways, including risk appetite assessment and monitoring of capital resource requirements. In addition, the Principles and Practices of Financial Management ("PPFM") set out the way in which the with-profits business is managed. The Group also uses financial instruments (including derivatives) as part of its business activities and to reduce its own exposure to market risk and credit risk.

For with-profits business, subject to minimum guarantees, policyholders' benefits are influenced by the smoothed investment returns on assets held in the With Profits Funds. The smoothing cushions policyholders from daily fluctuations in investment markets. This process is managed in accordance with the published PPFM's.

The Group bears financial risk in relation to the guaranteed benefits payable under these contracts. The amount of the guaranteed benefits increases as additional benefits are declared and allocated to policies.

For unit-linked business, policyholders' benefits are closely linked to the investment returns on the underlying internal funds. In the short term, profit and equity are therefore largely unaffected by investment returns on assets in internal unit-linked funds as any gains or losses will be largely offset by changes in the corresponding insurance and investment contract liabilities, provided that there is appropriate matching of assets and liabilities within these funds. However, any change in the market value of these funds will have an indirect impact on the Group and Company through the collection of annual management and other fund related charges. As markets rise or fall, these charges rise or fall correspondingly.

For non-participating business, the principal market risk is interest rate risk, which arises because assets and liabilities may exhibit differing changes in market value as a result of changes in interest rates. Asset and liability matching is used to mitigate the impact of changes in interest rates. Where there is no matching the difference is not material.

Financial assets and financial liabilities are measured on an ongoing basis either at fair value or at amortised cost. The summary of significant accounting policies (note 1) describes how the classes of financial instruments are measured and how income and expenses, including fair value gains and losses, are recognised.

The timing of the unwind of the deferred tax assets and liabilities is dependent on the timing of the unwind of the temporary timing differences, arising between the tax bases of the assets and liabilities and their carrying amounts for financial reporting purposes, to which these balances relate.

The sensitivity analyses given throughout this note are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur as changes in some of the assumptions may be correlated, for example changes in interest rates and changes in market values. The sensitivity analysis presented also represents, in accordance with the requirements of IFRS 7, management's assessment of a reasonably possible alternative in respect of each sensitivity, rather than worst case scenario positions.

   (1)              Market risk 

Market risk is the risk of reductions in earnings and/or value, through financial or reputational loss, from unfavourable market movements. This risk typically arises from fluctuations in market prices (equity and property risk), market interest rates (interest rate risk) and foreign exchange rates (foreign exchange risk), whether such changes are caused by factors specific to the individual instrument or its issuer or factors affecting all instruments traded in the market.

Investment holdings within the Group are diversified across markets and, within markets, across sectors. Holdings of individual assets are diversified to minimise specific risk and large individual exposures are monitored closely. For assets held outwith unit-linked funds, investments are only permitted in countries and markets which are sufficiently regulated and liquid.

Market risk policy is dependent on the nature of the funds in question, and can be broadly summarised as follows:

-- Assets held in shareholder funds are invested in money market funds, gilts and investment grade bonds to match regulatory capital requirements. The balance of the shareholder fund assets is managed in line with the policies of the Lloyds Banking Group to optimise shareholder risk and return. This includes suitable use of derivatives to minimise shareholder risk.

   --    Unit-linked assets are invested in accordance with the nature of the fund mandates. 

-- Conventional non-profit liabilities are "close matched" as far as possible in relation to currency, nature and duration.

-- With Profits liabilities are managed in line with the published PPFMs. Benchmarks and minimum and maximum holdings in asset classes are specified to allow limited investment management discretion whilst ensuring adequate diversification. Variable rate bonds and associated additional swap transactions provide significant protection to the With Profits Funds from the effects of interest rate falls in respect of the cost of guaranteed annuity rates.

An analysis of financial assets and financial liabilities at fair value through income according to their fair value hierarchy (as defined in note 1 (d)) is given below:

2011

Group

 
                                                    Fair value hierarchy 
                                                    Level   Level   Level  Total 
                                                     1       2       3      GBPm 
                                                     GBPm    GBPm    GBPm 
==================================================  ======  ======  =====  ====== 
 
Equity securities                                   51,397  1       776    52,174 
Debt securities                                     18,993  18,587  -      37,580 
Deposits with credit institutions                   -       -       -      - 
Other investments                                   -       96      -      96 
Derivative financial assets                         14      1,376   -      1,390 
Total assets                                        70,404  20,060  776    91,240 
--------------------------------------------------  ------  ------  -----  ------ 
 
Derivative financial liabilities                    32      1,130   -      1,162 
Non-participating investment contract liabilities   -       26,374  -      26,374 
Total liabilities                                   32      27,504  -      27,536 
--------------------------------------------------  ------  ------  -----  ------ 
 

Company

 
                                                    Fair value hierarchy 
                                                    Level   Level   Level  Total 
                                                     1       2       3      GBPm 
                                                     GBPm    GBPm    GBPm 
==================================================  ======  ======  =====  ====== 
 
Equity securities                                   6,702   -       238    6,940 
Debt securities                                     4,077   4,865   -      8,942 
Other investments                                   -       747     -      747 
Derivative financial assets                         2       223     -      225 
Investment in subsidiaries at fair value            4,398   77      481    4,956 
--------------------------------------------------  ------  ------  -----  ------ 
Total assets                                        15,179  5,912   719    21,810 
 
Derivative financial liabilities                    8       621     -      629 
Non-participating investment contract liabilities   -       13,686  -      13,686 
--------------------------------------------------  ------  ------  -----  ------ 
Total liabilities                                   8       14,307  -      14,315 
--------------------------------------------------  ------  ------  -----  ------ 
 

2010

Group

 
                                                    Fair value hierarchy 
                                                    Level   Level   Level  Total 
                                                     1       2       3      GBPm 
                                                     GBPm    GBPm    GBPm 
==================================================  ======  ======  =====  ====== 
 
Equity securities                                   34,832  -       480    35,312 
Debt securities                                     9,480   11,164  -      20,644 
Deposits with credit institutions                   1,287   -       -      1,287 
Other investments                                   -       162     -      162 
Derivative financial assets                         13      301     -      314 
Total assets                                        45,612  11,627  480    57,719 
--------------------------------------------------  ------  ------  -----  ------ 
 
Derivative financial liabilities                    14      439     -      453 
Non-participating investment contract liabilities   -       16,226  -      16,226 
Total liabilities                                   14      16,665  -      16,679 
--------------------------------------------------  ------  ------  -----  ------ 
 

Company

 
                                                    Fair value hierarchy 
                                                    Level   Level   Level  Total 
                                                     1       2       3      GBPm 
                                                     GBPm    GBPm    GBPm 
==================================================  ======  ======  =====  ====== 
 
Equity securities                                   12,471  -       202    12,673 
Debt securities                                     5,618   4,510   -      10,128 
Deposits with credit institutions                   10      -       -      10 
Other investments                                   -       707     -      707 
Derivative financial assets                         2       175     -      177 
Investment in subsidiaries at fair value            145     89      417    651 
Total assets                                        18,246  5,481   619    24,346 
--------------------------------------------------  ------  ------  -----  ------ 
 
Derivative financial liabilities                    5       329     -      334 
Non-participating investment contract liabilities   -       13,852  -      13,852 
Total liabilities                                   5       14,181  -      14,186 
--------------------------------------------------  ------  ------  -----  ------ 
 

Of the debt securities classified as Level 2 above, GBP1,263m of the Company assets and GBP2,026m of the Group assets (2010: GBP1,083m Company and GBP1,145m Group) have been valued using a modelled price or based on a price from a single broker. The models used to derive these prices use only observable data and are therefore level 2 rather than level 3. The remaining assets are priced using prices obtained via a price vendor. This vendor obtains prices from a number of different market makers in corporate bonds and calculates a consensus price to give the best reflection of the market price on that day. On the basis that this price may not be based on actual trades and as information regarding the volume of individual trades is not readily available, these assets have been classified as level 2 rather than level 1.

The derivative securities classified as Level 2 above have been valued using a tri-party pricing model as determined by the Pricing Source Agreement between SWIP and State Street. Prices are sourced from external sources, counterparties, and the Investment Manager. Where the primary value is within tolerance of the secondary value, the primary value will be utilised. If the primary and secondary values are out of tolerance, then the primary value will be validated against the tertiary value. If it is within tolerance the primary value will be applied. If primary and tertiary values are outwith tolerance, then the secondary value is validated against the tertiary value. If secondary and tertiary values are within tolerance, then the secondary value is applied. If they are out of tolerance then the investment manager is notified to allow them to make the final pricing decision.

Assets classified as level 3 comprise private equity investments and property investment vehicles. Private equity investments are valued using the financial statements of the underlying companies prepared by the general partners, adjusted for known cash flows since valuation and subject to a fair value review to take account of other relevant information. Property investment vehicles are valued based on the net asset value of the relevant company which incorporates surveyors' valuations of property. Whilst such valuations are sensitive to estimates, it is believed that changing one or more of the assumptions to reasonably possible alternative assumptions would not change the fair value significantly.

The table below shows movements in the assets and liabilities measured at fair value based on valuation techniques for which any significant input is not based on observable market data (level 3 only).

Group

 
                                     2011                   2010 
                                     GBPm    GBPm           GBPm            GBPm 
===================================  ======  =============  ==============  ============= 
                                     Assets    Liabilities  Assets            Liabilities 
Balance at 1 January                 541     -              398             - 
Adjustment on acquisition            387     -              - 
Net gains or losses recognised 
 within net gains and losses 
 on assets and liabilities 
 at fair value though income 
 in the statement of comprehensive 
 income                              (201)   -                          62  - 
Purchases                            50      -                          81  - 
Balance at 31 December               777     -              541             - 
-----------------------------------  ------  -------------  --------------  ------------- 
Total gains and losses for 
 the period included in the 
 statement of comprehensive 
 income for assets and liabilities 
 held at 31 December                 (201)   -              62              - 
-----------------------------------  ------  -------------  --------------  ------------- 
 

Company

 
                                     2011                   2010 
                                     GBPm    GBPm           GBPm                 GBPm 
===================================  ======  =============  ===================  ============= 
                                     Assets    Liabilities  Assets                 Liabilities 
Balance at 1 January                 653                    558                  - 
Total net gains or losses 
 recognised within net gains 
 and losses on assets and 
 liabilities at fair value 
 though income in the statement 
 of comprehensive income              45     -               33                  - 
Purchases                            21      -                               62  - 
Balance at 31 December               719     -              653                  - 
-----------------------------------  ------  -------------  -------------------  ------------- 
Total gains and losses for 
 the period included in the 
 statement of comprehensive 
 income for assets and liabilities 
 held at 31 December                  45     -               33                  - 
-----------------------------------  ------  -------------  -------------------  ------------- 
 

Total gains or losses for the period included in the statement of comprehensive income, as well as total gains or losses relating to assets and liabilities held at the reporting date, are presented in the statement of comprehensive income, through net gains and losses on assets and liabilities at fair value through income and net fair value gains and losses on assets and liabilities at fair value through income respectively.

   (i)               Equity risk 

The exposure of the Group's insurance and investment contract business to equity risk relates to financial assets and financial liabilities whose values will fluctuate as a result of changes in market prices other than from interest and foreign exchange fluctuations. This is due to factors specific to individual instruments, their issuers or factors affecting all instruments traded in the market. Accordingly, the Group monitors exposure limits both to any one counterparty and any one market.

The sensitivity analysis below illustrates how the fair value of future cash flows in respect of equities and properties, net of offsetting movements in insurance and investment contract liabilities, will fluctuate because of changes in market prices at the reporting date.

 
                               Impact on profit after tax 
                                and equity for the year 
                               2011            2010 
                               GBP m           GBP m 
============================  ==============  ============= 
 
 9.8% (2010: 3.9%) increase 
  in equity prices             1               (3) 
 9.8% (2010: 3.9%) decrease 
  in equity prices             (1)             3 
 2.9% (2010: 1.7%) increase 
  in property prices           -               - 
 2.9% (2010: 1.7%) decrease 
  in property prices           -               - 
 
   (ii)           Interest rate risk 

Interest rate risk is the risk that the value of future cash flows of a financial instrument will fluctuate because of changes in interest rates and the shape of the yield curve. Interest rate risk in respect of the Group's insurance and investment contracts arises when there is a mismatch in duration or yield between liabilities and the assets backing those liabilities.

The Group's interest rate risk policy requires that the maturity profile of interest-bearing financial assets is appropriately matched to the guaranteed elements of the financial liabilities.

A fall in market interest rates will result in a lower yield on the assets supporting guaranteed investment returns payable to policyholders. This investment return guarantee risk is managed by matching assets to liabilities as closely as possible.

An increase in market interest rates will result in a reduction in the value of assets subject to fixed rates of interest which may result in losses if, as a result of an increase in the level of surrenders, the corresponding fixed income securities have to be sold.

The effect of changes in interest rates in respect of financial assets which back insurance contract liabilities is given in note 41. The effect on the Group of changes in the value of investments held in respect of investment contract liabilities due to fluctuations in market interest rates is negligible as any changes will be offset by movements in the corresponding liability.

The sensitivity analysis below illustrates how the fair value of future cash flows in respect of interest-bearing financial assets, net of offsetting movements in insurance and investment contract liabilities, will fluctuate because of changes in market interest rates at the reporting date.

 
                               Impact on profit after 
                                tax and equity for the 
                                year 
                               2011          2010 
                               GBP m         GBP m 
============================  ============  ============ 
 
 25 basis points (2010: 
  25 basis points) increase 
  in yield curves              31            (8) 
 25 basis points (2010: 
  25 basis points) decrease 
  in yield curves              (33)          5 
 
   (iii)         Foreign exchange risk 

Foreign exchange risk relates to the effects of movements in exchange markets including changes in exchange rates. The overall risk to the Group is minimal due to the following:

   --      The Group's principal transactions are carried out in pounds sterling; 

-- The Group's financial assets are primarily denominated in the same currencies as its insurance and investment contract liabilities; and

-- Other than shareholder funds, all non-linked investments of the non-profit funds are in sterling or are currency matched. The effect on the Group of changes in the value of investments held in respect of investment contract liabilities due to fluctuations in foreign exchange rates is negligible as any changes will be offset by movements in the corresponding liability.

   (2)              Insurance risk 

Insurance risk is the risk of reductions in earnings and/or value through financial or reputational loss due to fluctuations in the timing, frequency and severity of insured events and to fluctuations in the timing and amount of claim settlements. The principal risk the Group faces under insurance contracts is that the actual claims and benefit payments exceed the amounts expected at the time of determining the insurance liabilities.

The nature of the Group's business involves the accepting of insurance risks which primarily relate to mortality, morbidity, persistency and expenses. Each company within the Group which transacts new business underwrites policies to ensure an appropriate premium is charged for the risk or that the risk is declined.

The Group principally writes the following types of life insurance contracts:

-- Life assurance - where the life of the policyholder is insured against death or permanent disability, usually for pre-determined amounts

-- Annuity products - where typically the policyholder is entitled to payments which cease upon death

-- Morbidity products - where the policyholder is insured against the risk of contracting a defined illness

For contracts where death is the insured risk, the most significant factors that could increase the overall level of claims are epidemics or widespread changes in lifestyle, such as eating, smoking and exercise habits, resulting in earlier or more claims than expected. The possibility of a pandemic, for example one arising from Swine Flu, is regarded as a potentially significant mortality risk.

For contracts where survival is the insured risk, the most significant factor is continued improvement in medical science and social conditions that would increase longevity.

For contracts with fixed and guaranteed benefits and fixed future premiums, there are no mitigating terms and conditions that significantly reduce the insurance risk accepted. For participating investment contracts, the participating nature of these contracts results in a significant portion of the insurance risk being shared with the policyholder.

Insurance risk is also affected by the policyholders' right to pay reduced or no future premiums, to terminate the contract completely or to exercise a guaranteed annuity option. As a result, the amount of insurance risk is also subject to policyholder behaviour. On the assumption that policyholders will make decisions that are in their best interests, overall insurance risk will generally be aggravated by policyholder behaviour. For example, it is likely that policyholders whose health has deteriorated significantly will be less inclined to terminate contracts insuring death benefits than those policyholders who remain in good health.

The Group has taken account of the expected impact of policyholder behaviour in setting the assumptions used to measure insurance and investment contract liabilities.

The principal methods available to the Group to control or mitigate longevity, mortality and morbidity risk are through the following processes:

   --       Underwriting (the process to ensure that new insurance proposals are properly assessed); 

-- Pricing-to-risk (new insurance proposals would usually be priced in accordance with the underwriting assessment);

   --       Claims management; 
   --       Product design; 
   --       Policy wording; and 
   --       The use of reinsurance and other risk mitigation techniques. 

Rates of mortality and morbidity are investigated annually based on the Group's recent experience and future mortality assumptions are set using the latest population data available. Each Company's reinsurance arrangements are reviewed at least annually.

Persistency risk is the risk associated with the ability to retain long-term business and the ability to renew short-term business. The Group aims to reduce its exposure to persistency risk through revising the commission structure on future product developments and undertaking various initiatives to promote customer loyalty. These initiatives are aimed both at the point of sale and through direct contact with existing policyholders, for example through annual statement information packs.

Further information on assumptions, changes in assumptions and sensitivities in respect of insurance and participating investment contracts is given in note 41.

   (3)              Credit risk 

Credit risk is the risk of reductions in earnings and/or value, through financial or reputational loss, as a result of the failure of the party with whom the Group or Company has contracted to meet its obligations.

Investment counterparty default risk arises primarily from holding invested assets to meet liabilities, and reinsurer default credit risk primarily arises from exposure to reinsurers.

Credit risk in respect of unit-linked funds is borne by the policyholders and credit risk in respect of With Profits funds is largely borne by the policyholders. Consequently, the Group has no significant exposure to credit risk for those funds.

For non-linked funds investments, limits on the exposure to a single entity are specified and monitored. Bond exposures are managed through credit rating bands and maximum exposures to individual assets and sectors are set. Assets are restricted to securities in a specified list of countries, and limits applicable to property portfolios are set to prevent concentration of exposure to single tenants and single buildings.

Shareholder funds are managed in line with the Insurance Credit Risk Policy and the wider Lloyds Banking Group Credit Risk Policy and the principles are the same as those outlined above in respect of non-linked funds.

Reinsurance is primarily used to reduce insurance risk. However, it is also sought for other reasons such as improving profitability, reducing capital requirements and obtaining technical support. In addition, reinsurance is also used to offer Investment Fund Links which we are unable to provide through other means. The Group's reinsurance strategy is to reduce the volatility of profits through the use of reinsurance whilst managing the insurance and credit risk within the constraints of the risk appetite limits.

The Group has reinsurance on all significant lines of business where mortality or morbidity risk exceeds set retention limits. This does not, however, discharge the Group's liability as primary insurer. If a reinsurer fails to pay a claim for any reason, the Group remains liable for the payment to the policyholder. All new material reinsurance treaties are subject to Board approval and all reinsurance arrangements are reviewed annually to ensure that the reinsurance strategy is being achieved. This includes an assessment of the exposure to each reinsurer to ensure that it is within the defined limit.

Policies are treated as lapsed when payments from the policyholder have not been received for three consecutive months and the policyholder has not provided further information in respect of the non-payment of premiums.

Exposure to other trade debtors is assessed on a case by case basis, using a credit rating agency where appropriate.

The tables below analyse financial assets subject to credit risk using Standard & Poor's rating or equivalent.

Group - As at 31 December 2011

 
                                                               BBB         Not 
                            Total    AAA     AA        A        or lower    rated 
                           GBP      GBP      GBP      GBP      GBP         GBP 
                            m        m        m        m        m           m 
========================  =======  =======  =======  =======  ==========  ======= 
 
 Assets arising 
  from reinsurance 
  contracts held           4,720    -        529      4,105    9           77 
 Debt securities           37,580   22,214   2,330    7,215    5,126*      695 
 Deposits with             -        -        -        -        -           - 
  credit institutions 
 Derivative 
  financial instruments    1,390    -        -        1,390    -           - 
 Loans and receivables     19,077   1,920    8,437    7,642    124         954 
 Cash at bank              989      12       94       883      -           - 
------------------------  -------  -------  -------  -------  ----------  ------- 
 Total                     63,756   24,146   11,390   21,235   5,259       1,726 
------------------------  -------  -------  -------  -------  ----------  ------- 
 

*Of which GBP4,109m is BBB rated.

Amounts classified as "not rated" in the above tables are not rated by Standard and Poor's or an equivalent rating agency.

Included in the loans and receivables balance above is GBP4m (2010: GBP451m) in respect of assets that were past due but not impaired at the reporting date. There were no impaired assets at 31 December 2011 or 31 December 2010. No terms in respect of financial assets had been renegotiated at 31 December 2011 or 31 December 2010.

As at 31 December 2010

 
                                                             BBB         Not 
                            Total    AAA     AA       A       or lower    rated 
                           GBP      GBP      GBP     GBP     GBP         GBP 
                            m        m        m       m       m           m 
========================  =======  =======  ======  ======  ==========  ======= 
 
 Debt securities           20,644   13,278   1,426   3,405   2,411*      124 
 Deposits with 
  credit institutions      1,287    1,287    -       -       -           - 
 Derivative 
  financial instruments    314      -        1       313     -           - 
 Loans and receivables     2,124    102      20      901     68          1,033 
 Assets arising 
  from reinsurance 
  contracts held           2,328    -        -       -       -           2,328 
 Cash and cash 
  equivalents              505      -        -       505     -           - 
------------------------  -------  -------  ------  ------  ----------  ------- 
 Total                     27,202   14,667   1,447   5,124   2,479       3,485 
------------------------  -------  -------  ------  ------  ----------  ------- 
 

*Of which GBP2,340m is BBB rated.

Amounts which were past due but not impaired are analysed as follows:

Group - As at 31 December 2011

 
                 Total   Less       1 - 3     3 - 12    More 
                          than       months    months    than 
                          1 month                        12 months 
                 GBP m   GBP m      GBP m     GBP m     GBP m 
==============  ======  =========  ========  ========  =========== 
 
 Loans and 
  receivables    4       2          -         1         1 
 Total           4       2          -         1         1 
--------------  ------  ---------  --------  --------  ----------- 
 

As at 31 December 2010

 
                 Total   Less       1 - 3     3 - 12    More 
                          than       months    months    than 
                          1 month                        12 months 
                 GBP m   GBP m      GBP m     GBP m     GBP m 
==============  ======  =========  ========  ========  =========== 
 
 Loans and 
  receivables    451     104        87        184       76 
 Total           451     104        87        184       76 
--------------  ------  ---------  --------  --------  ----------- 
 

Company - As at 31 December 2011

 
                                                         BBB         Not 
                           Total    AAA    AA     A       or lower    rated 
                          GBP      GBP     GBP   GBP     GBP         GBP 
                           m        m       m     m       m           m 
=======================  =======  ======  ====  ======  ==========  ======= 
 
 Assets arising 
  from reinsurance 
  contracts held          33,017   -       404   4,002   -           28,611 
 Debt securities          8,942    5,932   342   1,566   1,069*      33 
 Derivative financial 
  instruments             225      -       -     225     -           - 
 Loans and receivables    1,980    39      7     336     31          1,567 
 Cash and cash 
  equivalents             48       -       -     48      -           - 
-----------------------  -------  ------  ----  ------  ----------  ------- 
 Total                    44,212   5,971   753   6,177   1,100       30,211 
-----------------------  -------  ------  ----  ------  ----------  ------- 
 

*Of which GBP1,046m is BBB rated.

Amounts classified as "not rated" within loans and receivables and amounts due from reinsurers in respect of non-participating investment contracts include GBP1,135m (2010: GBP1,242m) due from other Group companies which are not rated by Standard & Poor's or an equivalent rating agency.

Company - As at 31 December 2010

 
                                                          BBB         Not 
                           Total     AAA    AA     A       or lower    rated 
                          GBP       GBP     GBP   GBP     GBP         GBP 
                           m         m       m     m       m           m 
=======================  ========  ======  ====  ======  ==========  ======== 
 
 Debt securities          10,128    7,222   602   1,287   992*        25 
 Deposits with 
  credit institutions     10        10      -     -       -           - 
 Derivative financial 
  instruments             177       -       1     176     -           - 
 Assets arising 
  from reinsurance 
  contracts held           25,937    -       -     -       -           25,937 
 Loans and receivables    4,077     50      4     838     29          3,156 
 Cash and cash 
  equivalents             42        -       -     42      -           - 
-----------------------  --------  ------  ----  ------  ----------  -------- 
 Total                    40,371    7,282   607   2,343   1,021       29,118 
-----------------------  --------  ------  ----  ------  ----------  -------- 
 

*Of which GBP938m is BBB rated.

Amounts classified as "not rated" in the above tables are not rated by Standard and Poor's or an equivalent rating agency.

Included in the loans and receivables balance above is GBP1m (2010: GBP158m) is respect of assets that were past due but not impaired at the reporting date. There were no impaired assets at 31 December 2011 or 31 December 2010. No terms in respect of financial assets had been renegotiated at 31 December 2011 or 31 December 2010.

Amounts which were past due but not impaired are analysed as follows:

As at 31 December 2011

 
                 Total   Less       1 - 3     3 - 12    More 
                          than       months    months    than 
                          1 month                        12 months 
                 GBP m   GBP m      GBP m     GBP m     GBP m 
==============  ======  =========  ========  ========  =========== 
 
 Loans and 
  receivables    1       1          -         -         - 
 Total           1       1          -         -         - 
--------------  ------  ---------  --------  --------  ----------- 
 

As at 31 December 2010

 
                 Total   Less       1 - 3     3 - 12    More 
                          than       months    months    than 
                          1 month                        12 months 
                 GBP m   GBP m      GBP m     GBP m     GBP m 
==============  ======  =========  ========  ========  =========== 
 
 Loans and 
  receivables    158     46         52        55        5 
 Total           158     46         52        55        5 
--------------  ------  ---------  --------  --------  ----------- 
 
   (i)               Concentration risk 

Credit concentration risk

Credit concentration risk relates to the inadequate diversification of credit risk. At 31 December 2011 and 31 December 2010, the Group did not have any significant concentration of credit risk with a single counterparty or group of counterparties where limits applied.

The Group maintains strict control on the use of derivatives by each fund as set out in the Insurance Derivatives Risk Policy ("DRP").

Credit risk is managed through the setting and regular review of counterparty credit and concentration limits on asset types which are considered more likely to lead to a concentration of credit risk. For other asset types, such as UK government securities or investments in funds falling under the UCITS Directive, no limits are prescribed as the risk of credit concentration is deemed to be immaterial. This policy supports the approach mandated by the FSA for regulatory reporting.

At 31 December 2011 and 31 December 2010, the Group did not have any significant concentration of credit risk with a single counterparty or group of counterparties where limits applied. With the exception of Government bonds and UCITS funds, the largest aggregated counterparty exposure is less than 0.1% (2010: less than 0.1% of the Group's total assets). The Group maintains strict control limits on the derivative positions held by each fund as set out in the DRP.

Liquidity concentration risk

Liquidity concentration risk arises where the Group is unable to meet its obligations as they fall due or do so only at an excessive cost, due to over-concentration of investments in particular financial assets or classes of financial asset.

As most of the Group's invested assets are diversified across a range of marketable equity and debt securities in line with the investment options offered to policyholders it is highly unlikely that a material concentration of liquidity concentration could arise.

This is supplemented by active liquidity management in the Group, to ensure that even under stress conditions the Group has sufficient liquidity as required to meet its obligations. This is delegated by the Board to and monitored through the Shareholder and With-Profits Investment Management Committee ("SAWPIM"), Operational Banking Committee and Capital Working Group ("CWG").

(ii) Collateral management

The Group maintains strict control limits on net open derivative positions, namely the difference between purchase and sale contracts, by both amount and term. The amount subject to credit risk at any one time is limited to the current fair value of instruments that are favourable to the Group (that is, assets), which in relation to derivatives is only a fraction of the contract or notional values used to express the volume of instruments outstanding. For all derivative asset positions, the value of all collateral held is at least equal to the value of the asset held on the balance sheet.

Collateral in respect of OTC derivatives

The requirement for collateralisation, including the levels at which collateral is required and the types of asset that are deemed to be acceptable collateral, are set out in a Credit Support Annex ("CSA"). A CSA is a bilateral legal agreement which, once signed, forms part of the International Swaps and Derivatives Association ("ISDA") agreement between the Company and the counterparty.

A CSA must be completed for OTC derivatives as part of the contracts for such transactions. The CSA will require collateralisation where any net exposure to a counterparty exceeds the OTC counterparty limit, which must be established in accordance with the DRP. The aggregate uncollateralised exposure to any one counterparty must not exceed limits specified in the DRP. Where derivative counterparties are related, the aggregate net exposure is considered for the purposes of applying these limits.

The aggregate exposure, net of any collateralisation, to any one counterparty, across all life companies, funds and transactions, should not exceed GBP10m.

Acceptable collateral is defined in each instance and must take into account the quality and appropriateness of the proposed collateral as well as being acceptable to the entity receiving the collateral. Collateral may include the following:

   --      Sovereign government debt of developed economies 
   --      Supranational debt denominated in eligible currencies 
   --      Corporate bonds denominated in eligible currencies 
   --      Equities denominated in eligible currencies 
   --      Cash (this is received and invested in the SWIP Global Liquidity Fund) 

Assets with the following carrying amounts have been pledged in accordance with the terms of the relevant CSAs entered into in respect of various OTC derivative contracts:

 
                                   2011              2010 
                                   GBP     GBP       GBP     GBP 
                                    m       m         m       m 
================================  ======  ========  ======  ======== 
                                   Group   Company   Group   Company 
 Financial assets: 
      Investments at fair value 
       through income              577     497       227     186 
 Total                             577     497       227     186 
--------------------------------  ------  --------  ------  -------- 
 

The Company has the right to recall any collateral pledged provided that this is replaced with alternative acceptable assets. Collateral pledged continues to be recognised on the Company's balance sheet. No account is taken of collateral held. The policy of the Company is not to repledge assets. No collateral (2010: GBPnil) was sold during the year. At 31 December 2010, assets with a fair value of GBP151m (2010: GBP274m) were available to the Company to sell in the absence of default by the counterparty. None of these assets were past due or impaired at 31 December 2011 or 31 December 2010. In the event of default, assets received as collateral are sold.

Collateral held in respect of OTC derivatives at 31 December 2011 had a fair value of GBP775m (2010: GBP70m).

All collateral held relates to fully performing assets.

Collateral in respect of stocklending

The Group enters into stocklending transactions. The SAWPIM is responsible for setting the parameters of stocklending and therefore changes to these parameters. The accepted collateral can include cash, equities, certain bonds and money market instruments. On a daily basis, the fair value of collateral is compared to the fair value of stock on loan. The value of collateral must always exceed the value of stock on loan. Further information in respect of collateral relating to stocklending is given in note 46.

Stocklending is permitted in accordance with the Insurance Credit Risk Policy on stocklending. All stocklending takes place on an open/call basis, enabling the loan to be recalled at any time within the standard settlement terms of the market concerned.

The policy requires all lending to be undertaken via a partial indemnified programme (where the operator of the programme provides an indemnification against borrower and collateral default). The partial programme does not cover the re-investment of outright cash and therefore the policy specifies that the SAWPIM will set counterparty limits for the re-investment of such balances.

Additionally, the SAWPIM will set limits on the maximum amount of any security that may be lent and the markets in which lending can take place.

The policy requires acceptable collateral to be pledged to at least the value of securities lent and sets specific parameters over what qualifies as acceptable collateral.

There were no collateraldefaults in respect of stocklending during the year ended 31 December 2011 (2010: none) which required a call to be made on collateral.

   (4)              Financial soundness risk 

Financial soundness risk covers the risk of financial failure, reputational loss or loss of earnings and/or value arising from a lack of liquidity, funding or capital and/or the inappropriate recording, reporting or disclosure of financial, taxation and regulatory information.

(i) Financial and prudential regulatory reporting, tax and disclosure risks

The Group and Company are exposed to the risk that policies and procedures are not sufficient to maintain adequate books and records to support statutory (including the requirement to prepare consolidated financial statements), regulatory and tax reporting and to prevent and detect financial reporting fraud.

The Group has developed procedures to ensure that compliance with both current and potential future requirements are understood and that policies are aligned to its risk appetite. The Group maintains a system of internal controls, consistently applied, providing reasonable assurance that transactions are recorded and undertaken in accordance with delegated authorities that permit the preparation and disclosure of financial statements (including consolidated financial statements), regulatory reporting and tax returns in accordance with IFRSs, statutory and regulatory requirements.

The Group undertakes a programme of work designed to support an annual assessment of the effectiveness of internal controls over financial reporting, to identify tax liabilities and to assess emerging legislation and regulation.

(ii) Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in raising funds to meet its financial commitments as they fall due, or can secure them only at an excessive cost. Liquidity risk may result from either the inability to sell financial assets quickly at their fair values; or from an insurance liability falling due for payment earlier than expected; or from the inability to generate cash inflows as anticipated.

Liquidity risk has been analysed as arising from payments to policyholders (including those where payment is at the discretion of the policyholder) and non policyholder related activity (such as investment purchases and the payment of shareholder expenses).

In order to quantify the liquidity risk exposure on all types of business other than annuity contracts, various stress tests are considered. Liquidity risk is measured by comparing the projected outflow in the stress scenario for twelve months of surrenders and three months of maturities against the sum of liquid resources available. In conducting this assessment, no account is taken of future policyholder inflows. The Company had coverage of at least 100% at 31 December 2011 (2010: at least 100%) in all stress scenarios considered. On a consolidated basis, coverage was at least 100% at 31 December 2011 (2010: at least 100%).

Liquidity risk in respect of each of the major product areas is primarily mitigated as follows:

Annuity contracts:

Assets are held which are specifically chosen to correspond to the expectation of timing of annuity payments. Gilts and corporate bonds are selected to reflect, as closely as possible, the expected annuity payments and are regularly rebalanced to ensure that this remains the case in future.

With-profits contracts

For with-profits business, a portfolio of assets is held in line with investment mandates which will reflect policyholder expectations as set out in the published PPFMs.

Liquidity is maintained within the portfolio via the holding of cash balances and a substantial number of highly liquid assets, principally gilts and bonds. Management also have the ability to sell less liquid assets at a reduced price if necessary, with any loss passed on to policyholder in line with policyholders' reasonable expectations. Losses are managed and mitigated by anticipating policyholder behaviour and sales of underlying assets within funds.

Non-participating contracts

For unit-linked products, portfolios are invested in accordance with unit fund mandates. Deferral clauses are included in policyholder contracts to give time, when necessary, to realise linked assets without being a forced seller. As at 31 December 2011, there are no funds under management subject to deferral.

For non-linked products other than annuity contracts, backing investments are mostly held in gilts with minimal liquidity risk. Investments are arranged to minimise the possibility of being a distressed seller whilst at the same time investing to meet policyholder obligations. This is achieved by anticipating policyholder behaviour and sales of underlying assets within funds.

Shareholder funds

For shareholder funds, liquidity risk is managed in line with the Insurance Liquidity Risk Policy and the wider Lloyds Banking Group Funding and Liquidity Risk Policy.

The following tables indicate the timing of the contractual cash flows arising from the Group and Company's financial liabilities, as required by IFRS 7. The table is based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company is obliged to pay. The table includes both interest and principal cash flows.

Liquidity risk in respect of insurance and participating investment contract liabilities has been analysed based on the expected pattern of maturities as permitted by IFRS 4 rather than by contractual maturity. A maturity analysis of non-participating investment contracts based on expected contract maturities is also given as it is considered that this analysis provides additional useful information in respect of the liquidity risk relating to contracts written by the Group and Company.

Group - As at 31 December 2011

 
 Liabilities          Carrying        Contractual cash flows (undiscounted) 
                       amount 
                       (discounted) 
                                      No stated   Less       1-3       3-12      1-5      More 
                                       maturity    than       months    months    years    than 
                                                   1 month                                 5 years 
                      GBP             GBP         GBP        GBP       GBP       GBP      GBP 
                       m               m           m          m         m         m        m 
-------------------  --------------  ----------  ---------  --------  --------  -------  --------- 
 
 Non-participating 
  investment 
  contract 
  liabilities         26,374          -           26,374     -         -         -        - 
 External 
  interests 
  in mutual 
  investment 
  funds               15,928          5,411       10,516     -         -         -        - 
 Derivative 
  financial 
  instruments         1,162           -           23         490       42        213      1,400 
 Subordinated 
  debt                1,875           396         -          19        70        930      2,178 
 Borrowings           7               -           7          -         -         -        - 
 Other 
  financial 
  liabilities         2,235           83          2,102      -         -         50       - 
-------------------  --------------  ----------  ---------  --------  --------  -------  --------- 
 Total                47,581          5,890       39,022     509       112       1,193    3,578 
-------------------  --------------  ----------  ---------  --------  --------  -------  --------- 
 

As at 31 December 2010

 
 Liabilities          Carrying        Contractual cash flows (undiscounted) 
                       amount 
                       (discounted) 
                                      No          Less       1-3       3-12      1-5      More 
                                       stated      than       months    months    years    than 
                                       maturity    1 month                                 5 years 
                      GBP m           GBP         GBP m      GBP       GBP       GBP      GBP 
                                       m                      m         m         m        m 
-------------------  --------------  ----------  ---------  --------  --------  -------  --------- 
 
 Non-participating 
  investment 
  contract 
  liabilities         16,226          -           16,226     -         -         -        - 
 External 
  interests 
  in mutual 
  investment 
  funds               1,839           -           1,839      -         -         -        - 
 Derivative 
  financial 
  instruments         453             -           22         40        (3)       50       70 
 Subordinated 
  debt                1,410           -           -                    852       675      - 
 Borrowings           11              -           9          -         -         -        - 
 Other 
  financial 
  liabilities         3,131           -           3,097      -         -         -        - 
-------------------  --------------  ----------  ---------  --------  --------  -------  --------- 
 Total                23,070          -           21,193     40        849       725      70 
-------------------  --------------  ----------  ---------  --------  --------  -------  --------- 
 

The contractual cash flow analysis set out above has been based on the earliest possible contractual date, regardless of the surrender penalties that might apply and has not been adjusted to take account of such penalties.

An analysis of the contractual cash flows in respect of insurance and investment contract liabilities by expected contract maturity, on a discounted basis, is shown below:

As at 31 December 2011

 
 Maturity Analysis                       Less                                    More 
  for insurance and                       than       1-3       3-12      1-5      than 
  investment contracts           Total    1 month    months    months    years    5 
                                 GBP      GBP        GBP       GBP       GBP      years 
                                 m        m          m         m         m        GBP 
                                                                                  m 
=============================  =======  =========  ========  ========  =======  ======= 
 Insurance and participating 
  investment contracts          69,894   600        1,397     4,509     17,337   46,051 
 Non-participating 
  investment contracts          26,374   167        269       1,035     4,788    20,115 
 

As at 31 December 2010

 
 Maturity Analysis                       Less                                    More 
  for insurance and                       than       1-3       3-12      1-5      than 
  investment contract            Total    1 month    months    months    years    5 
  liabilities                    GBP      GBP        GBP       GBP       GBP      years 
                                 m        m          m         m         m        GBP 
                                                                                  m 
=============================  =======  =========  ========  ========  =======  ======= 
 Insurance and participating 
  investment contracts          40,202   226        608       1,978     8,655    28,735 
 Non-participating 
  investment contracts          16,226   45         79        197       1,481    14,424 
 

Company - As at 31 December 2011

 
 Liabilities          Carrying        Contractual cash flows (undiscounted) 
                       amount 
                       (discounted) 
                                      No stated   Less       1-3       3-12      1-5      More 
                                       maturity    than       months    months    years    than 
                                                   1 month                                 5 years 
                      GBP m           GBP         GBP        GBP       GBP       GBP      GBP 
                                       m           m          m         m         m        m 
-------------------  --------------  ----------  ---------  --------  --------  -------  --------- 
 
 Borrowings           3               -           3          -         -         -        - 
 Non-participating 
  investment 
  contract 
  liabilities         13,686          -           13,686     -         -         -        - 
 Derivative 
  financial 
  instruments         628             -           12         -         35        165      1,119 
 Subordinated 
  debt                1,424           -           -          19        58        880      1,910 
 Other 
  financial 
  liabilities         1,089           -           1,089      -         -         -        - 
-------------------  --------------  ----------  ---------  --------  --------  -------  --------- 
 Total                16,827          -           14,790     19        93        1,045    3,029 
-------------------  --------------  ----------  ---------  --------  --------  -------  --------- 
 

As at 31 December 2010

 
 Liabilities          Carrying        Contractual cash flows (undiscounted) 
                       amount 
                       (discounted) 
                                      No stated   Less       1-3       3-12      1-5      More 
                                       maturity    than       months    months    years    than 
                                                   1 month                                 5 years 
                      GBP m           GBP         GBP m      GBP       GBP       GBP      GBP 
                                       m                      m         m         m        m 
-------------------  --------------  ----------  ---------  --------  --------  -------  --------- 
 
 Non-participating 
  investment 
  contract 
  liabilities         13,852          -           13,852     -         -         -        - 
 Derivative 
  financial 
  instruments         334             -           -          17        (11)      14       (78) 
 Subordinated 
  debt                1,410           -           -          -         852       675 
 Borrowings           4               -           4          -         -         -        - 
 Other 
  financial 
  liabilities         2,652           -           2,652      -         -         -        - 
-------------------  --------------  ----------  ---------  --------  --------  -------  --------- 
 Total                18,252          -           16,508     17        841       689      (78) 
-------------------  --------------  ----------  ---------  --------  --------  -------  --------- 
 

The contractual cash flow analysis set out above has been based on the earliest possible contractual date, regardless of the surrender penalties that might apply and has not been adjusted to take account of such penalties.

An analysis of insurance and investment contract liabilities by expected contract maturity, on a discounted basis, is shown below:

As at 31 December 2011

 
 Maturity Analysis                       Less                                    More 
  for insurance and                       than       1-3       3-12      1-5      than 
  investment contract            Total    1 month    months    months    years    5 
  liabilities                    GBP      GBP        GBP       GBP       GBP      years 
                                 m        m          m         m         m        GBP 
                                                                                  m 
=============================  =======  =========  ========  ========  =======  ======= 
 Insurance and participating 
  investment contracts          38,895   285        651       2,301     8,416    27,242 
 Non-participating 
  investment contracts          13,686   51         86        208       1,553    11,788 
 

As at 31 December 2010

 
 Maturity Analysis                       Less                                    More 
  for insurance and                       than       1-3       3-12      1-5      than 
  investment contract            Total    1 month    months    months    years    5 
  liabilities                    GBP      GBP        GBP       GBP       GBP      years 
                                 m        m          m         m         m        GBP 
                                                                                  m 
=============================  =======  =========  ========  ========  =======  ======= 
 Insurance and participating 
  investment contracts          38,066   229        461       2,135     8,663    26,578 
 Non-participating 
  investment contracts          13,852   45         79        197       1,482    12,049 
 
 

(iii) Capital risk

Capital risk is defined as the risk that:

-- the Group, or one of its separately regulated subsidiaries, has insufficient capital to meet its regulatory capital requirements;

-- the Group has insufficient capital to provide a stable resource to absorb all losses up to a confidence level defined in the risk appetite;

-- the Group loses reputational status by having capital that is regarded as inappropriate, either in quantity, type or distribution; and/or

   --      the capital structure is inefficient. 

The business of several of the companies within the Group is regulated by the FSA. The FSA specifies the minimum amount of capital that must be held by each of the regulated companies within the Group in addition to their insurance liabilities.

Within the Insurance Division, capital risk is actively monitored by the CWG.

Under the FSA rules, each insurance company within the Group must hold assets in excess of the higher of:

(i) the Pillar 1 amount, which is calculated by applying fixed percentages of mathematical reserves and capital at risk; and

(ii) the Pillar 2 amount, which is derived from an economic capital assessment undertaken by each regulated company, which is reviewed by the FSA.

The minimum required capital must be maintained at all times throughout the year. These capital requirements and the capital available to meet them are regularly estimated in order to ensure that capital maintenance requirements are being met.

The Group's objectives when managing capital are:

- to comply with the insurance capital requirements set out by the FSA in the UK;

- to have sufficient further capital to safeguard the Group's ability to continue as a going concern so that it can continue to provide returns for the shareholder and benefits for other stakeholders;

- when capital is needed, to require an adequate return to the shareholder by pricing insurance and investment contracts according to the level of risk associated with the business written; and

- to meet the requirements of the Schemes of Transfer.

The Company manages the capital structure and makes adjustments to reflect changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to the shareholder, return capital to the shareholder, issue new shares or sell assets.

The Company's capital comprises all components of equity, movements in which are set out in the statement of changes in equity and includes subordinated debt (note 35).

The table below sets out the regulatory capital and the required capital held at 31 December in each year on a Pillar 1 basis. The current year information is, in general, an estimate that will be updated once the FSA returns for the year are finalised.

 
                                2011     2010 
                                 GBP m    GBP m 
=============================  =======  ======= 
 
 Regulatory capital held        7,958    5,689 
 Regulatory capital required    4,277    3,022 
 

All minimum regulatory requirements were met during the year.

   (d)       Operational risk 

Operational risk covers the risk of reductions in earnings and/or value, through financial or reputational loss, from inadequate or failed internal processes and systems, operational inefficiencies, or from people related or external events. By its very nature, operational risks can arise from a wide range of the Groups activities that involve people, processes and systems

Customer treatment and processes risk

The risk of reductions in earnings and/or value, through financial or reputational loss, from inappropriate or poor customer treatment. Associated risks include poor product design and development, customer advice, customer service and customer complaint handling. Customer process risk includes customer transactions and processing errors due to incorrect capturing of customer information and/or systems failure.

Customer treatment and how LBG as a whole manages its customer relationships affects all aspects of the Group's operations and is closely aligned with achievement of LBG's strategic aim - to create deep long lasting relationships with its customers. Currently there is a high level of scrutiny regarding the treatment of customers by financial institutions from the press, politicians and regulatory bodies.

People risk

The risk of reductions in earnings and/or value through financial or reputational loss, from inappropriate resource management, employee relations, legal action in relation to people, or health and safety issues.

The Group continues to face risks relating to its ability to attract, retain and develop high calibre talent as a result of challenges arising from ongoing regulatory and public interest in remuneration practices and delivery of LBG's integration requirements.

Financial crime and security risk

Financial crime risk covers the risk of reduction in earnings and/or value, through financial or reputational loss, associated with financial crime and failure to comply with related legal and regulatory obligations, these losses may include censure, fines or the cost of litigation. Security risk relates to potential losses as a result of the theft of, or damage to the Group's assets, the loss, corruption, misuse or theft of the Group's information assets or threats or actual harm to the Group's people. This also includes risks relating to terrorist acts, other acts of war, geographical, pandemic or other such events.

Organisational infrastructure and change risk

Organisational infrastructure risk covers the risk of reductions in earnings and/or value, through financial or reputational loss, resulting from poor internally facing business processes at a Group, divisional or company level. Organisational infrastructure in this context embraces the structures, systems and processes that provide direction, control and accountability for the enterprise. Change risk comprises the risk of potential loses from change initiatives failing to deliver to requirements, budget or timescale, failing to implement change effectively or failing to realise desired benefits.

Although now over two years into the successful implementation of the programme, there continue to be delivery of benefits as the programme moves into its final phase of execution.

Supplier management risk

The risk of reductions in earnings and/or value through financial or reputational loss from services with outsourced partners or third party suppliers.

IT Systems risk

The risk of reductions in earnings and/or value through financial or reputational loss resulting from the development, delivery and maintenance of effective IT solutions.

   (e)        Legal and regulatory risks 

Legal and regulatory risk is the risk of reductions in earnings and/or value, through financial or reputational loss, from failing to comply with the laws, regulations or codes applicable.

A provision is held in respect of German litigation. This is discussed further in note 32.

The Group also faces a number of legal and regulatory risks, reflecting the volume and pace of change within the UK. This impacts the Group both operationally, in terms of costs of compliance and uncertainty about regulatory expectations, and strategically, through pressure on key earnings streams. The latter could potentially result in major changes to business and pricing models, particularly in the UK retail market. Business planning processes continue to reflect change to the regulatory environment.

Regulators are interested in protecting the rights of the policyholders and ensuring that the Group is satisfactorily managing affairs for the benefit of the policyholders. Regulators are also keen to ensure that the Group maintains appropriate solvency levels to meet unforeseen liabilities arising from reasonably foreseeable economic shocks or natural disasters. As such, the Group is subject to regulatory requirements which prescribe and impose certain restrictive provisions.

RELATED PARTY TRANSACTIONS

   43.       Related party transactions 
   (a)        Ultimate parent and shareholding 

The Group's immediate parent undertaking is Scottish Widows Financial Services Holdings, a company registered in the United Kingdom. Scottish Widows Financial Services Holdings has taken advantage of the provisions of the Companies Act 2006 and has not produced consolidated financial statements.

The Company's ultimate parent company and ultimate controlling party is Lloyds Banking Group plc, which is also the parent undertaking of the largest group of undertakings for which group accounts are drawn up and of which the Company is a member. Lloyds TSB Bank plc is the parent undertaking of the smallest such group of undertakings. Copies of the Lloyds Banking Group plc financial statements in which the Company is consolidated can be obtained from the Group Secretary's Department, Lloyds Banking Group plc, 25 Gresham Street, London EC2V 7HN.

   (b)        Transactions and balances with related parties 

Transactions between the Group and other companies in the Lloyds Banking Group

In accordance with IAS 24 "Related Party Disclosures", transactions and balances between Group companies have been eliminated on consolidation and have not been reported as part of the consolidated financial statements.

The Group has entered into the following transactions with other related parties during the year and holds the following balances with other related parties at the end of the year:

 
                                          Transactions in the    Outstanding Balance 
                                           Year                   at 31 December 
                                          2011        2010       2011          2010 
                                          GBP m       GBP m      GBP m         GBP m 
========================================  ==========  =========  ============  ======= 
Relationship 
Ultimate parent undertaking: 
Shares in ultimate parent undertaking 
 - book cost                              -           -          113           113 
Shares in ultimate parent undertaking 
 - market value                           -           -          16            16 
Customer remediation income and amounts 
 receivable                               18          21         2             1 
Expense recharges and amounts payable     (328)       (251)      (50)          (56) 
Investments and amounts receivable        (8)         -          178           - 
 
Other related parties: 
Bank account balances                     -           -          341           519 
Bank charges                              (15)        -          -             - 
Intercompany debtor balances              -           -          200           890 
Investment assets                         -           -          2,038         8,038 
Intercompany creditor balances            -           -          (18)          (24) 
Dividend income and amounts receivable    14          14         -             2 
Annual management charges and amounts 
 receivable                               32          35         2             2 
Interest income                           30          57         3             24 
Interest expense                          95          -          -             - 
Expense recharges and amounts payable     82          147        (81)          25 
Reinsurance commission                    -           92         -             92 
Reinsurance expenses                      -           35         -             35 
Reinsurance claims                        -           22         -             22 
Reinsurance premiums                      20          (132)      26            (132) 
Rebates on annual management charges      (29)        (29)       (1)           (1) 
Investment management fees                (90)        (58)       (16)          (6) 
Commission                                (22)        (11)       (2)           (4) 
Subordinated debt                         -           -          (1,371)       (800) 
Subordinated debt interest paid           (1)         (24)       (12)          - 
 

Transactions between the Company and other companies in the Lloyds Banking Group

The Company has entered into the following transactions with other related parties during the year and holds the following balances with other related parties at the end of the year:

 
                                            Transactions in the    Outstanding Balance 
                                             Year                   at 31 December 
                                            2011        2010       2011        2010 
                                            GBP m       GBP m      GBP m       GBP m 
==========================================  ==========  =========  ==========  ========= 
Relationship 
Subsidiary undertaking: 
Investment assets                           -           -          3,197       802 
Intercompany debtor balances                -           -          50          45 
Dividend income and amounts receivable      36          4          -           1 
Contingent loan and interest receivable     8           7          744         630 
Reinsurance claims and amounts payable      2,776       2,989      (11)        (13) 
Investment management fee rebates           7           7          -           - 
Loan notes and interest receivable          4           4          38          38 
Customer remediation income and amounts 
 receivable                                 -           -          69          66 
Annual management charges received          28          42         -           - 
Reinsurance commission                      373         195        80          - 
Reinsurance premiums                        (3,383)     (3,151)    (45)        - 
Reinsurance claims                          30          22         6 
Reinsurance expenses                        -           -          -           31 
Expense recharges and amounts payable       (202)       (228)      (53)        (11) 
Annual management charges paid              (2)         (2)        -           - 
Renewal commission and amounts receivable   16          12         2           1 
Interest income                             19          -          -           - 
 
Other related parties: 
Bank account balances                       -           -          132         140 
Investment assets                           -           -          1,208       4,605 
Intercompany debtor balances                -           -          158         890 
Intercompany creditor balances              -           -          (21)        (13) 
Interest income                             28          41         3           24 
Dividend income and amounts receivable      3           -          -           - 
Reinsurance commission                      -           92         -           92 
Reinsurance expenses                        -           -          -           45 
Reinsurance premiums                        -           (132)      -           (132) 
Reinsurance claims                          -           22         -           22 
Investment management fees                  (16)        (16)       (1)         (1) 
Commission                                  (5)         (4)        (25)        (11) 
Subordinated debt                           -           -          (800)       (800) 
Subordinated debt interest paid             (23)        (24)       -           - 
Other interest paid                         (24)        -          (12)        - 
 

The above balances are unsecured in nature and are expected to be settled in cash.

Transactions between the Group and key management

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company which, for the Company, are the Executive Directors.

Transactions between the key management personnel of the Group and parties related to them as defined by IAS 24 are as follows:

Key management compensation:

 
                                         Group         Company 
                                         2011   2010   2011   2010 
                                         GBP m  GBP m  GBP m  GBP m 
=======================================  =====  =====  =====  ===== 
 
Salaries and other short-term benefits   2.7    1.9    1.0    1.5 
Post-employment benefits                 0.1    0.1    -      0.1 
Share-based payments                     1.2    0.4    0.7    0.3 
---------------------------------------  -----  -----  -----  ----- 
Total                                    4.0    2.4    1.7    1.9 
---------------------------------------  -----  -----  -----  ----- 
 

Certain members of key management in the Group, including the highest paid director, provide services to other companies within the Lloyds Banking Group. In such cases, for the purposes of this note, figures have been included based on an apportionment to the Group of the total compensation earned.

Of the amount disclosed above, GBP1.2m Group and GBP0.4m Company is in respect of Directors of SW (2010: Group GBP1.1m and Company GBP0.6m). No retirement benefits are accruing for Directors (2010: two) under defined benefit pension schemes. Two Directors (2010: one) are paying into a defined contribution scheme.

During the year GBPnil (2010: GBPnil) was paid to Directors of the Group as compensation for loss of office.

Detail regarding the highest paid Director is as follows:

 
                                          Group         Company 
                                          2011   2010   2011   2010 
                                          GBP m  GBP m  GBP m  GBP m 
========================================  =====  =====  =====  ===== 
 
Apportioned aggregate emoluments          0.3    0.2    0.1    0.1 
----------------------------------------  -----  -----  -----  ----- 
 
Defined benefits pension scheme accrued 
 benefit at 31 December (all amounts 
 less than GBP1m)                         -      -      -      - 
----------------------------------------  -----  -----  -----  ----- 
 

The highest paid Director exercised share options during the year and was granted shares in respect of qualifying service during the year. This was also the case in the prior year.

Other transactions between key management and the companies in the Lloyds Banking Group:

Deposits

 
                                 2011       2     2010 
                               ---------  ----  -------- 
                                 GBP000           GBP000 
 
  Outstanding at 1 January       -                5 
  Placed during the year         -                - 
  Interest earned during the     -                - 
   year 
  Withdrawn during the year      -                (5) 
  Outstanding at 31 December     -                - 
-----------------------------  ---------------  -------- 
 

Other

 
                                     2011      2010 
                                   --------  -------- 
                                     GBP000    GBP000 
 
  Value of investments managed 
   by entities within the Lloyds 
   Banking Group                     2,991     137 
  Insurance premiums paid            -         - 
  Insurance claims received          274       - 
 

Other transactions

HM Treasury

In January 2009, HM Treasury became a related party of the Company following its subscription for ordinary shares in LBG, the Company's ultimate parent company, issued under a placing and open offer. As at 31 December 2011, HM Treasury held a 40.2 percent (2010: 40.6 percent) interest in LBG's ordinary share capital and, consequently, HM Treasury remained a related party of the Company throughout 2011.

There were no material transactions between the Group or Company and HM Treasury during the year (2010: none) that were not made in the ordinary course of business or that are unusual in their nature or conditions. In addition, the Group and Company have entered into transactions with HM Treasury on an arm's length basis including, but not exclusively in relation to, the payment of corporation tax and value added tax.

Further details of the above can also be obtained by contacting Secretariat, Insurance, Lloyds Banking Group plc, Level 7 Block E, Port Hamilton, 69 Morrison Street, Edinburgh EH3 8YF.

This information is provided by RNS

The company news service from the London Stock Exchange

END

FR BKPDBKBKDFQB

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