High quality corporate governance helps to underpin long-term company performance and is important to Novae
Terms of reference:
Novae Group plc is the holding company of the Novae Group and is listed on the London Stock Exchange (ISIN number GB00B4OSF849). Company No. 05673306 England.
Novae Syndicates Limited is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority FRN 204888.
The company is the managing agent of Syndicate 2007 subject to the supervision of the Society of Lloyd’s. Company No. 2082070 England.
Novae Underwriting Limited is authorised and regulated by the Financial Conduct Authority FRN 311833. The company is a Lloyd’s service company and acts for Syndicate 2007 at Lloyd’s.
Many companies have become aware that their shareholders have received unsolicited telephone calls or correspondence concerning investment matters. These are typically from overseas ‘brokers’ who target UK shareholders offering to sell them what often turn out to be worthless or high-risk shares in US or UK investments. Shareholders should also be wary of unsolicited advice, offers to buy shares at a discount or offers of free company reports.
If you are approached by fraudsters please tell the FCA using the share fraud reporting form at www.fca.org.uk/scams where you can find out more about investment scams.
You can also call the FCA Consumer Helpline on 0800 111 6768.
If you have already paid money to share fraudsters you should contact Action Fraud on 0300 123 2040.
Inform our registrars, Computershare, on 0870 707 1327.
Please contact David Haggie or Rebecca Young at Haggie Partners on +44 (0) 20 7562 4444.
London Stock Exchange.
Computershare Investor Services PLC, The Pavillions, Bridgwater Road, Bristol BS99 6ZZ. Telephone +44 (0) 870 707 1327
The Company’s AGM is generally held in May each year and a copy of the notice is sent to all shareholders and posted on our website.
Yes. You will need to complete and return the proxy card that will be sent to you and send it back to Computershare (if a poll is taken, your proxy will be able to cast your vote). If you cannot appoint a proxy, you can still send the proxy form back to Computershare and in the event of a poll; the chairman will cast your vote in line with your instructions.
The full year results are usually announced in March and the Annual Report and Accounts is posted to shareholders in April. Our Interim Results are usually released in August and we make quarterly announcements to the market in May and November.
Please contact the Registrar if you change your name or address. For a change of name you will be asked to provide your marriage certificate or change of name deed.
You should contact the Registrar immediately by letter or telephone if your share certificate is lost or stolen. You will need to advise the Registrar of your full name, address, the certificate number (if known) and amount of any share certificate(s) still in your possession. You will be sent a Form of Indemnity to sign and return and a new certificate will be sent to you. Please note that in most instances it is usual for a fee to be charged for the production of a Form of Indemnity and any associated documents required for the production of a new share certificated.
If you have already completed a Letter of Indemnity and sent it back to the Registrar, the original certificate will be invalid and must be sent to the Registrar for cancellation. If you have not yet returned it, please send the Letter of Indemnity back to the Registrar with a covering letter confirming that you have found the certificate and that there is no need for a replacement to be issued.
If you have registered with Computershare’s Investor Service, you can check your holding online. Alternatively please contact Computershare.
You can sell your shares through a stockbroker or sharedealing service. This can be done by telephone, the internet or by post.
You should complete a Stock Transfer Form and sent it with your share certificate to the Registrar.
Inform the Registrar by sending a certified copy of the death certificate together with the original Grant of Probate (or a sealed office copy) or the Letters of Administration. The name of the deceased’s personal representative(s) will be substituted on the share register while the estate is finalised. The Registrar can provide further details for the registration, transfer or sale of the shares.
This is the date after which new buyers of shares will not qualify for pending dividend payments.
The ex-dividend date falls one business day earlier than the record date. To be eligible for dividends you must have purchased your shareholding before the ex-dividend date.
To receive shareholder communications electronically please contact the Registrar.
A dividend is a distribution of a company’s post-tax profits made to its shareholders.
You will need to contact the Registrar and complete a Dividend Mandate Instruction Form and return it to the Registrar.
You will need to write to the Registrar, requesting the payment be cancelled and reissued.
This is an document which contains dividend payment advice and is issued when the Company pays dividends to its shareholders.
Ex-dividend means that the next dividend payment is not included in the price of the share. Any shareholder buying shares cum dividend means that the buyer will be entitled to the next dividend payment and the share price has not been adjusted.
No, Novae does not currently offer a dividend reinvestment plan.
Dividends will be paid on the declared ‘payment date’ which will be within 30 business days of the record date.
Commissions and other amounts payable to third parties in respect of the acquisition or renewal of insurance policies.
The result projected from a statistical model in which the intention is to be neither optimistic nor pessimistic. Actuarial best estimate reserves should be enough to pay the expected average future liabilities but include no margin for the emergence of worse than expected experience.
Accumulations of insurance loss exposures which result from underwriting multiple risks that are exposed to common causes of loss.
Losses net of reinsurance and reinstatement premiums other than those in relation to catastrophe events and reserve movements.
An agreement between a managing agent and a coverholder under which the coverholder is authorised to enter into contracts of insurance for the account of the members of the syndicate concerned, subject to specified terms and conditions.
The maximum amount of premiums (net of acquisition costs) that can be accepted by a syndicate on each underwriting year.
A demand by an insured for indemnity under an insurance contract.
The ratio, in per cent, of net insurance claims to net earned premium. This is sometimes referred to as the loss ratio.
A year of account of a syndicate that has been closed by reinsurance to close (“RITC”). RITC usually occurs at the end of the third year.
The ratio, in per cent, of the sum of net insurance claims, expenses for acquisition of insurance contracts and segmental expenses to net earned premiums. It is also the sum of the expense ratio and the claims ratio.
A company authorised by a Lloyd’s syndicate to enter into contracts of insurance and/or issue insurance documentation on their behalf.
Costs incurred for the acquisition or the renewal of insurance policies (e.g. brokerage and certain underwriting related costs) which are capitalised and amortised over the term of the contracts.
The amount of capital required by a member of Lloyd’s to underwrite on one or more syndicates. Typically this is set after an uplift, currently 35%, has been applied to the relevant syndicate SCR, and credit allowed for diversification of risk across syndicates.
The ratio, in per cent, of the sum of expenses for acquisition of insurance contracts and administrative expenses allocated by segment divided by net earned premiums.
Amounts payable by the insured, excluding any taxes or duties levied on the premium, including any brokerage and commission deducted by intermediaries.
Claims which are anticipated or likely to be made, although no claims have been reported at the date to which accounts are prepared. Typically this also includes IBNER (incurred but not enough reported), whereby provision is made for the possibility of deterioration in the size or outcome of known claims.
Standards formulated by the International Accounting Standards Board (“IASB”) with the intention of achieving internationally comparable financial statements.
Investment income and capital gains and losses less investment management expenses.
Lloyd’s is the world’s leading specialist insurance market.
This refers to a type of insurance where claims may be made or crystallise into a specific size several years after the period of the insurance has expired. Employer’s liability insurance is an example of long-tail business.
A syndicate managed by a Lloyd’s managing agent. For the Novae Group, Syndicate 2007 and its predecessor syndicates are managed by Novae Syndicates Limited.
A company that is permitted by Lloyd’s to manage the underwriting of a syndicate.
Premiums received after the cost of reinsurance and adjustment for unearned premium. Unearned premium covers the future period for which an insurance policy remains in force.
Net written premium is equal to gross written premium less outward reinsurance.
A year of account of a syndicate that has not been closed by RITC, which usually occurs at the end of the third year. A year of account can be left open beyond the third year if the extent of the future liability cannot be accurately estimated.
A reinsurance contract where premiums and claims are ceded in the same proportions to the reinsurer.
Modelling of the probable loss which may arise from a defined catastrophic event.
Reinsurance is the means by which an insurer limits its financial exposure from inwards business. The insurer pays a premium to a reinsurer, which offers indemnity protection above an attachment point. Reinsurance is most commonly acquired though a treaty, which protects the whole of one or more specific classes of business. The reinsurance of a reinsurance account is known as retrocession.
Reinsurance which closes an open year of account by transferring the responsibility for discharging all the liabilities that attach to that year of account (and any year of account closed into that year) plus the right to any income due to the closing year of account into an open year of account in return for a premium.
Profit expressed as a percentage of average equity. This demonstrates the efficiency of the Group’s utilisation of shareholders’ funds.
In the Lloyd’s market, this refers to a company set up to operate a binding authority on behalf of the syndicate to write business from non-Lloyd’s brokers or policy holders directly.
A type of insurance where claims tend to be notified within or shortly after the policy period and where a specific amount can normally be determined within a reasonably short time of such notification, thereby permitting payment to be made. Property insurance is an example of short-tail business.
This is an estimation of the capital the business needs so that it can absorb unexpected losses.
A proposed EU-wide regulatory regime which intends to align solvency capital to an insurer’s risk profile.
This represents the change in capital value of a listed company over a period (typically one year or longer), plus dividends, expressed as a plus or minus percentage of the opening value.
Net earned premium less net claims, acquisition costs and segmental and central operating expenses.
The portion of premium income in any one period that is attributable to periods after the relevant accounting reference date.
The year to which risk is allocated and to which all premiums and claims in respect of that risk are attributed. The year of account for a risk is determined by the calendar year in which it incepts or, in the case of business written under binding authorities, the underwriting year into which the binding authority is written. Sometimes referred to as underwriting year.
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