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Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary.

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1 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements Guardrisk Insurance Company Limited and its subsidiaries Registration no. 1992/001639/06 Annual financial statements for the year ended 31 March 2005 The reports and statements set out herewith comprise the annual financial statements presented to the members. Use your space bar or the directional arrows - on the bottom left and right hand sides of the screen respectively - to move between slides, or the hyperlinks on the right hand side of the screen to move between sections.

2 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements Guardrisk Insurance Company Limited ("Guardrisk") is committed to the highest standards of corporate governance as embodied in the 2002 King Report on Corporate Governance. In addition, the international business in Mauritius adheres to governance principles applicable in the jurisdiction in which it is situated. In keeping with its commitment to Corporate Governance and safeguarding the interests of stakeholders, the Board is taking steps to maintain mechanisms and policies appropriate to the group's business to ensure compliance with the Code of Corporate Practices and Conduct as contained in the 2002 King report. The Board The directors bring together a wealth of diverse experience from the insurance and financial services environment. The chairperson and the chief executive provide leadership and guidance to the Board to encourage optimum input from the directors and proper deliberation of all matters requiring Board approval. Board Composition The Board currently comprises seven non-executive directors and three executive directors. The Board is considered to be effective in size and composition. Chairperson and Chief executive The chairperson of the board is a non-executive member and the role of the chairperson is separated from that of the chief executive. Corporate Governance

3 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements Audit committee Made up of three non-executive directors and three executive directors. The chairperson of the committee is a non-executive director. Both the internal and external auditors have unrestricted access to the audit committee. The audit committee meets at least twice a year. The meetings are attended by the external auditors and invitees as considered appropriate by the chairperson. The committee is responsible for reviewing the financial statements and accounting policies, the effectiveness of the management information and systems of internal control, compliance with statutory and regulatory requirements, interim and final reports, the effectiveness of the internal audit function, external audit plans and findings on the internal audit and external audits. Internal audit function The group has an independent internal audit function with a charter approved by the Audit Committee and the Board. The Board has assured itself that there is sufficient segregation between the external and internal audit functions to ensure that the independence of the two functions is not impaired. The internal audit function reports to the Audit Committee and has unrestricted access to the chairperson of the Audit Committee and the non-executive chairperson of the group. The scope of the internal audit function is to review the reliability and integrity of financial and operating functions, the systems of internal control and risk management, the means of safeguarding assets, the efficient management of the groups resources and the effective conduct of its operations. Corrective actions are taken to address control deficiencies and other opportunities for improving the system as they are identified. The Board, operating through its Audit Committee, provides oversight of the financial reporting process. Corporate Governance

4 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements The group maintains a system of internal control over financial reporting and over safeguarding of assets against unauthorised acquisition, use or disposal, which is designed to provide reasonable assurance regarding the preparation of reliable financial statements, the safeguarding of the group's assets, compliance with laws and regulations and effective financial risk management within the group. The system includes a documented organisational structure and division of responsibility as well as established policies and procedures to foster a strong ethical climate, which is communicated throughout the group. There are inherent limitations in the effectiveness of any system of internal control including the possibility of human error and the circumvention or overriding of controls. Accordingly, even an effective internal control system can provide only a reasonable assurance with respect to financial statement preparation and the safeguarding of assets. During the period under review, no material breakdown has occurred in the group's internal control system. The Board: is satisfied with the effectiveness of the group's internal controls; has no reason to believe that the group will not operate as a going concern for the next financial year; and has no reason to believe that there has been any material non-adherence to the group's ethical standards. Investment strategy committee The chairperson is a non-executive director. The committee carefully reviews all investments on the basis of total asset security and minimised credit risk to Guardrisk. Interest rate risk is minimised by holding a large proportion of assets in money market instruments. Industry specialists as well as our panel of investment managers are invited to the investment committee by the chairperson. Corporate Governance

5 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements Remuneration committee All Guardrisk remuneration decisions are approved by a delegated authority of the Alexander Forbes remuneration committee. The chairperson is a non-executive director. Remuneration structures are based on independent market surveys and professional input from trusted market sources. The purpose of this committee is to ensure that executive directors and senior management are remunerated appropriately and to review the remuneration scales, including incentives and share schemes as well as conditions of employment. In addition, management ensures that the organisation is appropriately staffed in terms of skill levels and demographic representation and is able to meet the challenges of the future. The committee identifies and reviews the appointment of new directors and performance of all directors and considers succession planning in respect of all senior management. Risk committee The Risk committee considers both underwriting and counter party exposures in order to minimise risks of non-performance on portfolios as well as to clarify risk obligations with clients. The committee deals with specialised risks related to non-life insurance business being conducted by the group. Individuals with specialised industry and product knowledge are members of this committee and are also being co-opted on an ongoing basis. The committee reports directly to the board. Furthermore, the committee reviews the appropriateness and viability of major product development initiatives to confirm regulatory, legal, tax and accounting standards. The committee reports directly to the board. This committee comprises of two executive and three non-executive directors and independent specialists. Corporate Governance

6 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements Our risk management programme focuses primarily on the integrity of our underwriting programmes and the management of investment risk. Our structure is rigorously examined by professional advisors to new clients, regular internal audits and independent rating programmes. This is evident by the AA domestic claims paying ability rating awarded to Guardrisk by international rating agency Global Credit Rating on an annual basis since Management and the board are committed to maintaining this rating. Prudent evaluation of risk retention We carefully evaluate all retention of risks in terms of statistical and underwriting disciplines, as well as specific and limited board mandates for each insurance programme. In this way we maintain the security of our cell insurance structure, which enables us to provide comprehensive insurance solutions to meet our clients' needs. Enterprise Wide Risk Management Taking measured risks in the pursuit of growing our business has always been at the heart of Guardrisks success. In a rapidly changing environment the effective management of risk is central to our continued growth. Our objective within Guardrisk is to entrench risk management into the day to day business activities whereby each division: understands the risk events that may prevent it from achieving its objective; has identified the risk mitigating controls in place and has assessed their efficiency; and has formulated a plan wherever additional action is required. We are confident that effective risk management will provide greater certainty for our clients, shareholders, staff, suppliers and the community in which we operate. Our Approach to Risk Management

7 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements Statement of Responsibility by the Board of Directors for the year ended 31 March 2005 The directors are responsible for the preparation, integrity and fair presentation of the annual financial statements of Guardrisk Insurance Company Limited and its subsidiaries. The financial statements presented herewith have been prepared in accordance with Statements of Generally Accepted Accounting Practice in South Africa and include amounts based on judgements and estimates made by management. The directors also prepared the other information included in the annual report and are responsible for both its accuracy and its consistency with the financial statements.herewith The directors are also responsible for the group's system of internal financial controls. These are designed to provide reasonable, but not absolute assurance as to the reliability of the financial statements, and to adequately safeguard, verify and maintain accountability of assets, and to prevent and detect misstatement and loss. Nothing has come to the attention of the directors to indicate that any material breakdown in the functioning of these controls, procedures and systems has occurred during the year under review. The going concern basis has been adopted in preparing the financial statements. The directors have no reason to believe that the company or the group will not be a going concern in the foreseeable future based on forecasts and available cash resources. The viability of the company and the group is supported by the financial statements. The financial statements have been audited by the independent auditing firm, PricewaterhouseCoopers Inc., which was given unrestricted access to all financial records and related data, including minutes of all meetings of shareholders, the board of directors and committees of the board. The directors believe that all representations made to the independent auditors during their audit were valid and appropriate. Statement of Responsibility

8 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements The audit report of PricewaterhouseCoopers Inc. is presented herewith.herewith The financial statements were approved by the board of directors on 16 May 2005 and are signed on its behalf by: PL HEINAMANNSH SCHOEMAN ChairpersonManaging Director Statement of Responsibility

9 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements In terms of section 268G(d) of the South African Companies Act of 1973, as amended, I certify that in respect of the year ended 31 March 2005, the company has lodged with the Registrar of Companies all returns that are required of a public company in terms of the Act and that all such returns are true, correct and up to date. JE SALVADO Company Secretary 16 May 2005 Certificate by Company Secretary

10 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements Report of the Independent Auditors for the year ended 31 March 2005 We have audited the annual financial statements of Guardrisk Insurance Company Limited and its subsidiaries set out herewith for the year ended 31 March These financial statements are the responsibility of the directors of the company. Our responsibility is to express an opinion on these financial statements based on our audit.herewith Scope We conducted our audit in accordance with statements of South African Auditing Standards. Those standards require that we plan and perform the audit to obtain reasonable assurance that the financial statements are free of material misstatement. An audit includes: examining, on a test basis, evidence supporting the amounts and disclosures included in the financial statements; assessing the accounting principles used and significant estimates made by management; and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. Audit opinion In our opinion, these annual financial statements fairly present, in all material respects, the financial position of the company and the group at 31 March 2005, and results of their operations and cash flows for the year then ended in accordance with South African Statements of Generally Accepted Accounting Practice and in the manner required by the Companies Act of 1973, in South Africa. PricewaterhouseCoopers Inc. Chartered Accountants (SA) JOHANNESBURG Registered Accountants and Auditors16 May 2005 Auditors Report

11 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements The directors present their report which forms part of the audited financial statements of the company and the group for the year ended 31 March Principal activities and review of the business The company transacts all classes of short term insurance business focussing on the corporate and retail market. Its subsidiaries are principally engaged in insurance and related insurance management activities. The company offers the following structured insurance and risk financing solutions: Cell captive: Cell captives allow clients to purchase an equity stake (or a "cell") in the promoting company which undertakes the professional management of the cell including underwriting, reinsurance, claims management, actuarial and statistical analyses and investment and accounting services. The terms and conditions of the cell are governed by the "A" shareholders agreement. Contingency / rent-a-captive: A structure to provide entry-level insurance cover for high frequency, low value losses. Both the level of business development and the overall financial position at the end of the year were satisfactory and the directors expect that the present level of insurance activity will continue for the foreseeable future. Results The company and group's income statement are set out herewith. Segmental results are set out in note 10 to the financial statements.herewith Directors Report

12 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements Gross premiums (after premium refunds) increased during the year for both the company and group by 23% and 25% respectively. The ratio of claims incurred to earned premiums, net of reinsurance for the group, decreased from 51% to 44% reflecting the effective management of risks amongst the predominant corporate client base. The group's income from investments decreased by 11% to R144m due to the decrease in interest rates. The value of investments held by the group increased during the year by 27% due to cash generated by operations. The group's effective tax rate is 27.60% (2004: 23.13%) mainly as a result of dividend income on the preference share portfolio. Dividends R Dividends to ordinary shareholders Declared to ordinary shareholders on 23 June 2004 and paid on 27 June Directors Report

13 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements R Dividends to "A" shareholders Declared to "A" 111 ordinary shareholder on 3 June 2004 and paid on 07 June 2004 Declared to "A" 057 ordinary shareholder on 30 June 2004 and paid on 08 July 2004 Declared to "A" 092 ordinary shareholder on 28 July 2004 and paid on 30 July 2004 Declared to "A" 008 ordinary shareholder on 18 October 2004 and paid on 19 October 2004 Declared to "A" 058 ordinary shareholder on 18 October 2004 and paid on 19 October 2004 Declared to "A" 096 ordinary shareholder on 28 October 2004 and paid on 29 October 2004 Declared to "A" 096 ordinary shareholder on 17 November 2004 and paid on 17 November 2004 Declared to "A" 037 ordinary shareholder on 22 November 2004 and paid on 23 November Directors Report

14 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements Declared to "A" 061 ordinary shareholder on 30 November 2004 R and paid on 30 November 2004 Declared to "A" 061 ordinary shareholder on 31 December 2004 and paid on 31 December 2004 Declared to "A" 020 ordinary shareholder on 21 February 2005 and paid on 21 February 2005 Declared to "A" 074 ordinary shareholder on 28 February 2005 and paid on 28 February 2005 Declared to "A" 074 ordinary shareholder on 31 March 2005 and paid on 31 March 2005 Declared to "A" 039 ordinary shareholder on 31 March 2005 and paid on 31 March 2005 Declared to "A" 089 ordinary shareholder on 31 March 2005 and paid on 31 March 2005 Declared to "A" 106 ordinary shareholder on 31 March 2005 and paid on 31 March 2005 Total dividends declared Directors Report

15 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements Share capital The authorised share capital remained unchanged during the year. Details of changes in the issued share capital are provided in note 7 to the financial statements. Changes are generally due to new cell owners or redemptions when cells are closed. Subsidiaries The following information relates to the company's financial interest in its foreign unlisted subsidiaries incorporated in Mauritius: Guardrisk Insurance Management Limited Guardrisk International Limited Guardrisk Life International Limited The after tax profits of the subsidiaries is R10 million (2004: R5 million). There were no acquisitions or disposals of subsidiaries during the year. Proportion held Share capital $m 2004 % Rm Rm Book value of shares Indebtedness (to)/from % Rm Rm Directors Report

16 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements Post balance sheet events There have been no major events subsequent to year end. Holding company The company which is incorporated in South Africa, is controlled by Guardrisk Holdings Limited (incorporated in South Africa) which owns 100% of the company's ordinary shares. The ultimate parent of the company is Alexander Forbes Limited, a company incorporated in South Africa. Directors and secretary The following were the directors of the company who remained unchanged during the year: SH Schoeman (managing director) * L Vorwerg (executive) * AG Jordaan (executive) * PL Heinamann (non-executive & chairperson) TRT Bohlmann (non-executive) * BL McClatchie (non-executive) * MKE Nkeli (non-executive) GM Nzau (non-executive) T Pauw (non-executive) JH Vickers (non-executive) * * Audit committee attendee JE Salvado (company secretary) Directors Report

17 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements Registered office and postal address Physical office:Postal address: Alexander Forbes PlaceP O Box Fourth Floor, 90 Rivonia Road,Sandton Sandton Company secretary Registered office:Postal address: Alexander Forbes LimitedP O Box Alexander Forbes PlaceSandown 61 Katherine Street2146 Sandown 2196 Public Officer AG Jordaan Auditors PricewaterhouseCoopers Inc. will continue in office in accordance with section 270(2) of the Companies Act. Directors Report

18 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements Consolidated Balance Sheets as at 31 March 2005 Balance Sheets ASSETS Non-current assets Equipment Purchased & developed computer software Subsidiaries Financial assets Technical assets Reinsurers' share of technical provisions Unearned premiums Outstanding claims Current assets Receivables and prepayments Deferred tax asset Current tax asset Cash and cash equivalents Total assets Notes2005 Rm 2004 Rm 2005 Rm 2004 Rm GroupCompany 2, , ,922 1, , ,287 2, , ,790 1, , ,237

19 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements Interest of "A" ordinary shareholders and rent a captive policyholders EQUITY AND LIABILITIES Interest of ordinary shareholder Share capital and share premium Foreign currency translation reserve Contingency reserve Retained earnings Share capital and share premium Policyholder funds Contingency reserve Total shareholders and policyholders interest Technical liabilities Gross provisions for unearned premiums Gross outstanding claims Current liabilities Accounts payable Provisions Due to reinsurers Deferred tax liabilities Current tax liabilities Total equity and liabilities (2) ,807 1, , , , ,796 1, , , ,237 Notes2005 Rm 2004 Rm 2005 Rm 2004 Rm GroupCompany Balance Sheets

20 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements Gross premiums written Premium written Premium refunds Outward reinsurance premiums Net premiums written Change in provision for unearned premiums, net of reinsurance Change in gross provision Reinsurers' share Earned premiums, net of reinsurance Claims incurred, net of reinsurance Claims paid - gross amount - reinsurers' share Change in the provision for outstanding claims - gross amount - reinsurers' share Net operating expenses Underwriting profit / (loss) before investment income Net investment return Profit before taxation Taxation Net profit for the year 2,167 2,201 (34) (721) 1,446 (202) (205) 3 1,244 (549) (498) (669) 171 (51) (86) 35 (589) (69) 181 1,731 1,833 (102) (648) 1,083 (149) (209) (475) (426) (644) 218 (49) (116) 67 (487) (28) (30) 104 2,097 2,107 (10) (656) 1,441 (215) (218) 3 1,226 (545) (492) (662) 170 (53) (89) 36 (583) (69) 171 Notes2005 Rm 2004 Rm 2005 Rm 2004 Rm GroupCompany Income Statements Consolidated Income Statements for the year ended 31 March ,708 1,775 (67) (647) 1,061 (142) (202) (472) (426) (643) 217 (46) (113) 67 (478) (31) (30) , 13 14

21 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements Changes in Equity & Policyholders Interest Consolidated Statements of Changes in Shareholders Equity and Policyholders Interest for the year ended 31 March 2005 Share capital & share premium Rm Foreign currency translation reserve Rm Contin- gency reserve Rm Retained earnings Rm Total Rm GROUP Balance at 1 April 2003 Net profit for the year Dividends paid Transfer to contingency reserve Share premium on issue of shares Foreign currency movement Balance at 31 March 2004 Net profit for the year Dividends paid Transfer to contingency reserve Share premium on issue of shares Foreign currency movement Balance at 31 March 2005 STATEMENT OF CHANGES IN ORDINARY SHAREHOLDERS EQUITY (8) 0 (8) 0 (2) 0 (2) (14) 0 (8) (25) 0 (2) (14) (25) (1) 0 37

22 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements Changes in Equity & Policyholders Interest Share capital & share premium Rm Foreign currency translation reserve Rm Contin- gency reserve Rm Retained earnings Rm Total Rm COMPANY Balance at 1 April 2003 Net profit for the year Dividends paid Transfer to contingency reserve Share premium on issue of shares Balance at 31 March 2004 Net profit for the year Dividends paid Transfer to contingency reserve Share premium on issue of shares Balance at 31 March 2005 STATEMENT OF CHANGES IN ORDINARY SHAREHOLDERS EQUITY (14) (25) (14) (25) (1) 0 32

23 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements Changes in Equity & Policyholders Interest Share capital & share premium Rm Foreign currency translation reserve Rm Contin- gency reserve Rm Retained earnings Rm Total Rm GROUP Balance at 1 April 2003 Net profit for the year Dividends paid Transfer to contingency reserve Share premium on issue of shares Foreign currency movement Balance at 31 March 2004 Net profit for the year Dividends paid Transfer to contingency reserve Share premium on issue of shares Foreign currency movement Balance at 31 March 2005 STATEMENT OF CHANGES IN POLICYHOLDERS INTEREST (14) (25) (14) (34) (25) (26) 0 340

24 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements Changes in Equity & Policyholders Interest Share capital & share premium Rm Foreign currency translation reserve Rm Contin- gency reserve Rm Retained earnings Rm Total Rm COMPANY Balance at 1 April 2003 Net profit for the year Dividends paid Transfer to contingency reserve Share premium on issue of shares Balance at 31 March 2004 Net profit for the year Dividends paid Transfer to contingency reserve Share premium on issue of shares Balance at 31 March 2005 TOTAL STATEMENT OF CHANGES IN POLICYHOLDERS INTEREST (14) (25) (14) (34) (25)

25 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements Cash flows from operating activities Cash generated from operations Net interest received Dividends received Tax paid Dividends paid Net cash inflow from operating activities Cash flows from investing activities Net purchase of investments Purchase of fixed assets Net cash outflow from investing activities Cash flows from financing activities Foreign currency translation Movement in share capital Net cash inflow from financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of the year Cash and cash equivalents at end of the year (30) (50) 449 (457) 0 (457) (2) 9 7 (1) (74) (28) 271 (523) (1) (524) (8) 9 1 (252) (30) (50) 451 (460) 0 (460) 0 2 (7) Notes2005 Rm 2004 Rm 2005 Rm 2004 Rm GroupCompany Cash Flow Statements Consolidated Cash Flow Statements for the year ended 31 March (74) (28) 237 (517) (1) (518) 0 9 (272) , 13 14

26 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements BASIS OF PREPARATION The financial statements of the group and the company have been prepared in accordance with and comply with South African Statements of Generally Accepted Accounting Practice and the Companies Act of 1973, as amended in South Africa. Such preparation of financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Although these estimates are based on managements best knowledge of current events and actions, actual results ultimately may differ from those estimates. The financial statements have been prepared under the historical cost basis, as modified by the revaluation of certain categories of financial instruments and liabilities under insurance contracts. CHANGES IN ACCOUNTING POLICIES The accounting policies used in preparing the financial statements are set out below and are consistent with those of the previous year except for: The early adoption of accounting for share option costs in accordance with the new accounting standard AC 139 (IFRS 2); and The mandatory adoption of the new accounting standards AC 128 (IAS 36) on impairment of assets and AC 129 (IAS 38) on intangible assets. Adoption of Accounting for Share Option Costs in accordance with AC 139 (IFRS 2) Accounting standard AC 139 (IFRS 2) requires the costs of share options granted to employees to be valued at date of grant and expensed through the income statement by way of a charge spread over the vesting period of the options. This standard has been adopted in the current year. Accounting Policies

27 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements Previously, share option costs were not expensed through the income statement. Accounting standards AC 128 (IAS 36) and AC 129 (IAS 38) are required to be adopted with effect from 31 March AC 128 prescribes the procedures to apply in assessing the recoverable amount of all assets and calculating and accounting for any impairment losses. AC 129 prescribes the measurement and recognition of intangible assets, including those arising from business combinations. In accordance with the transitional provisions of accounting standards AC 128 and AC 129, the group has elected to implement these accounting standards with effect from 1 April Where applicable, comparative figures have been restated prospectively from this date. The effect of the adoption of these standards is as follows: computer software has been classified as an intangible asset and amortised accordingly BASIS OF CONSOLIDATION The consolidated financial statements include those of the company and its subsidiaries. Subsidiaries are those entities over which the group has the power to exercise control over the financial and operating policies. Control is normally evidenced by a shareholding of more than one half of the voting rights. Subsidiaries are consolidated from the date on which control is transferred to the group and are no longer consolidated from the date that control ceases. The subsidiaries financial results, assets and liabilities are consolidated on a line-by-line basis with similar items in the consolidated financial statements. All material intra-group transactions, balances and unrealised gains and losses between group entities are eliminated on consolidation. The company financial statements account for subsidiaries at cost. Accounting Policies

28 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements INSURANCE OPERATIONS Basis of accounting for underwriting activities Underwriting results are determined on the annual basis whereby the incurred costs of claims, commissions and related expenses are charged against the earned proportion of premiums, net of reinsurance, as follows: Premium written is recognised in the month to which the premium relates with reinsurance premiums being recognised at the same time as the related insurance premiums; Premiums written relate to business incepted during the year and exclude VAT, together with any differences between booked premiums for prior years and those previously recognised, and include estimates of premiums due but not yet receivable or notified to the company, less an allowance for cancellations; Unearned premiums represent the proportion of premiums written in the year that relate to unexpired terms of policies in force at the balance sheet date, generally calculated on a time proportionate basis, as well as any unconditional liability to policyholders; Acquisition costs, which include commission and other related expenses, are recognised in the period in which they are incurred; Claims incurred comprise claims and related expenses paid or incurred in the year and changes in the provisions for outstanding claims including provisions for claims incurred but not reported and related expenses, together with any other adjustments to claims from previous years. Where applicable, deductions are made for salvage and other recoveries; Claims outstanding represent the ultimate cost of settling all claims arising from events which have occurred up to the balance sheet date, less any amounts paid in respect of those claims. Where applicable, deductions are made for salvage and other recoveries; Commission payments and receipts are taken to income or expensed as incurred; Accounting Policies

29 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements An unexpired risk provision is considered for any deficiencies arising when premiums are insufficient to meet expected claims and expenses after taking into account future investment return on the investments supporting the unearned premium provision.The expected claims are calculated having regard to events that have occurred prior to the balance sheet date; A contingency reserve is calculated at a minimum of 10% of net premiums written; and The reinsurance share related to the above transactions and balances has been separately disclosed. FOREIGN CURRENCIES The consolidated and company financial statements are presented in South African Rands, which is the companys functional and presentation currency. Foreign currency transactions and balances Income and expenditure transactions in foreign currency are translated into the measurement currency of the individual entity at the exchange rates prevailing at the date of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated at the closing rate, being the rate of exchange ruling at the end of the financial year. Foreign exchange gains and losses resulting from the settlement of such transactions and the translation of monetary assets and liabilities at the closing rate are recognised in the income statement, unless they arise from available-for-sale financial assets or from qualifying cash flow or net investment hedges in which case they are recognised in non-distributable reserves in the statement of changes in equity. Foreign exchange gains and losses arising on held-at-fair-value financial assets are reported as part of the fair value gain or loss on such assets. Accounting Policies

30 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements Foreign currency entities All foreign subsidiaries are classified as independent entities. Their financial statements are translated to Rand as follows: Assets and liabilities (including goodwill and fair value adjustments arising on acquisition) at rates of exchange ruling at the end of the financial year; Income statement items at the weighted average rates of exchange for the financial year; and Differences arising on translation are taken directly to non-distributable reserves in the statement of changes in equity. On disposal of part or all of the investment in a foreign entity, the proportionate share of the related cumulative gains or losses previously recognised in non-distributable reserves in the statement of changes in equity are included in determining the profit or loss on disposal of that investment recognised in the income statement. EQUIPMENT Equipment is stated at historic cost less accumulated depreciation and any recognised impairment loss. Equipment is depreciated on a straight line basis writing down the cost to the residual value of the asset over their expected useful life. The depreciation charge is reflected in operating expenses in the income statement. The expected useful lives applied are: Furniture and fittings5 years Office equipment3 years Historical cost includes expenditure that is directly attributable to the acquisition of the items. Accounting Policies

31 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements Profits and losses on disposal are determined by reference to their carrying amount at the date of disposal and are reflected together with other capital gains and losses in a separate line item in the notes to the income statement. The carrying amounts of equipment are reviewed on an annual basis. Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount and a capital loss is reported in the income statement. Subsequent costs are included in the assets carrying amount only when it is probable that future economic benefits associated with the items will flow to the group and the cost of the item can be measured reliably. All other repairs and maintenance costs are charged to the income statement when incurred. INTANGIBLE ASSETS Intangible assets are stated at historic cost less accumulated amortisation and any recognised impairment loss. Intangible assets are recognised if it is probable that future economic benefits will flow to the group from the assets and the costs of the assets can be reliably measured. Intangible assets are amortised on a straight line basis writing down the cost over their expected useful life. The amortisation charge is reflected in operating expenses in the income statement. The carrying amounts of intangible assets are reviewed on an annual basis or sooner if there is an indication of impairment. Where the carrying amount of an intangible asset is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount, with the impairment being recognised as a capital loss in the income statement when incurred. Purchased and developed computer software Purchased computer software and the direct costs associated with the customisation and installation thereof are capitalised and amortised over its expected useful life of up to three years. Accounting Policies

32 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements Purchased computer software licenses are capitalised on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortised over their estimated useful life of up to two years. Costs associated with developing computer software programmes are recognised as an operating expense when incurred. However, costs that are directly associated with an identifiable and unique product, which will be controlled by the group and have a probable benefit exceeding the costs beyond one year, are recognised as intangible assets. Expenditure which enhances and extends the benefits of computer software programmes beyond their original specifications and lives is recognised as a capital improvement and added to the original cost of the software. Computer software development costs recognised as intangible assets are amortised over their expected useful lives of three years. Other intangible assets The group does not attribute value to internally developed trademarks, patents and similar rights and assets. Costs incurred on trademarks, patents and similar rights and assets are recognised as an operating expense when incurred. Expenditure on the development and marketing of the Guardrisk brand is similarly expensed as incurred. IMPAIRMENT OF ASSETS Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Such indicators include changes in technology, market, economic, legal and operating environments. An impairment loss is recognised for the amount by which the assets carrying amount exceeds it recoverable amount. Accounting Policies

33 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements The recoverable amount is measured using the higher of the fair value less costs to sell and the value-in-use. Value-in-use is the present value of projected cash flows covering the remaining useful life of the asset. An impairment charge is recognised as a capital loss in the income statement immediately unless the relevant asset is carried at a revalued amount, in which case the impairment charge is treated as a revaluation decrease. A previously recognised impairment loss is reversed through the income statement if the recoverable amount increases as a result of a change in estimates used to determine the recoverable amount, but not to an amount higher than the carrying amount that would have been determined (net of depreciation or amortisation) had no impairment loss been recognised in prior years. If the relevant asset is carried at a revalued amount, the reversal of the impairment loss is treated as a revaluation increase. OPERATING LEASES Leases of assets under which all the risks and benefits of ownership are effectively retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives or benefits received from the lessor) are charged to the income statement on a straight line basis over the period of the lease. When an operating lease is terminated before the lease period has expired, any payment required to be made to the lessor by way of penalty is recognised as an expense in the period in which termination takes place. RECEIVABLES Trade receivables are carried at original invoice amount less an estimate made for impairment based on a review of all outstanding amounts at year end, which is the undiscounted fair value of the consideration receivable. Accounting Policies

34 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements Long-term trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest rate method, less any provision for impairment. A provision for impairment of trade receivables is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables. The amount of the provision is the difference between the carrying amount and the recoverable amount, being the present value of expected cash flows discounted at the market rate of interest for similar borrowers. The amount of the provision is recognised as a charge in the income statement. CASH AND CASH EQUIVALENTS Cash and cash equivalents include cash on hand and balances with banks. Cash and cash equivalents are carried at cost which is deemed to be fair value and are shown in current assets on the balance sheet. FINANCIAL INSTRUMENTS Financial instruments as reflected in the balance sheet include all financial assets and financial liabilities, including derivative instruments, but exclude equipment, purchased and developed computer software, deferred taxation, taxation payable and assets and liabilities under insurance contracts. Financial Assets Initial recognition Financial assets are initially recognised at cost, including transaction costs, when the related contractual rights or obligations exist. Financial assets are recognised using trade date accounting, that is the assets are recorded at the price on the date on which the trade is concluded. Accounting Policies

35 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements At inception, management determines the appropriate classification of financial assets as follows: Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. They arise when the company provides money or services directly to a debtor with no intention of trading the receivable. Held-to-maturity financial assets are all financial assets with fixed or determinable payments and fixed maturity where there is both the intent and ability to hold to maturity. Fair value through profit or loss financial assets are those financial assets that are either classified as held for trade (ie. held for short term profit taking) or designated as such upon initial recognition. All other financial assets are designated as available-for-sale financial assets. Subsequent recognition and measurement Subsequent to initial recognition, financial assets classified as held-for-trade, fair-value through profit or loss or available-for-sale are remeasured at fair value, while financial assets classified as loans and receivables or held-to-maturity are remeasured at amortised cost, less any provision for impairment. Gains and losses arising on the change in fair value of financial assets classified as available-for- sale are recognised in non-distributable reserves in the statement of changes in equity, unless the asset is disposed of or impaired, at which time the cumulative gain or loss is recognised in the income statement. All gains and losses arising on the change in fair value, disposal or impairment of all other categories of financial assets are recognised in the income statement on valuation or disposal date. Financial assets are derecognised when the control over the contractual rights that comprise the asset are lost and the substantial risks and benefits associated with the asset are transferred. This occurs when the rights are realised, expire or are surrendered. Accounting Policies

36 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements Fair value Fair values are based on regulated exchange quoted ruling bid prices at the close of business on the last day of trading on or before the balance sheet date. If a quoted bid price is not available for dated instruments, the fair value is determined using pricing models or discounted cash flow techniques. Fair values for unquoted equity instruments are estimated using applicable fair value models. Where discounted cash flow techniques are used estimated future cash flows are based on managements best estimates and the discount rate is a market related rate at the balance sheet date for an instrument with similar terms and conditions. Where pricing models are used, inputs are based on market related measures at the balance sheet date. Any instrument that does not have a quoted market price in an active market and whose fair value cannot be reliably measured is stated at its cost, including transaction costs, less any provisions for impairment. Short-term receivables are carried at original invoice amount less any estimate for impairment. Financial Liabilities Initial recognition Financial liabilities are initially recognised at the original invoice amount less any transaction costs and subsequently remeasured at fair value (through income). Financial liabilities are derecognised when they are legally extinguished. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING Derivative financial instruments include foreign exchange contracts. Derivatives are initially measured at cost, including transaction costs, when the transaction is entered into. Subsequent to initial recognition, derivatives are measured at fair value with the recognition of the fair value adjustment being dependent on the classification as detailed below. Accounting Policies

37 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements The fair value of derivatives is based on quoted bid prices, dealer price quotations or options pricing models, which consider current market and contractual prices for the underlying instruments, as well as the time value of money. All derivatives are carried as assets when the fair value is positive and as liabilities when the fair value is negative. Non-hedging derivatives Derivatives, not part of a hedging relationship, are classified as held-for-trade and carried at fair value with fair value adjustments taken to the income statement. PROVISIONS Provisions are recognised when the group has a present obligation (legal or constructive) as a result of past events, for which it is probable that an outflow of economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. Provisions are reviewed at the end of each financial year and are adjusted to reflect the current best estimate. Provision for leave pay Employee entitlements to annual leave are recognised when they accrue to employees. A provision is made for the estimated liability for annual leave as a result of services rendered by employees up to the balance sheet date. TAXATION The income tax charge in the income statement takes into account current and deferred corporate income taxes, as well as secondary tax on companies. Due to the nature of indirect taxes, including non-recoverable value added tax, stamp duty, skills development levies and regional service council levies, they are included in operating expenses in the income statement. Accounting Policies

38 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements Current tax The current income tax and capital gains tax charges are the expected tax payable on the taxable income for the year using applicable tax rates and any adjustment to tax payable in respect of prior years. Deferred tax Deferred income tax is provided in full, using the balance sheet liability method. This method recognises the tax effect of temporary differences between accounting and tax values of assets and liabilities, and provides for all such differences at tax rates that have been enacted or have been substantially enacted and are expected to be applied when the asset is realised or liability settled. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets relating to the carry forward of unused tax losses are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. Deferred tax related to fair value remeasurements of available-for-sale assets which are taken directly to equity is also taken directly to equity and is subsequently recognised in the income statement together with the deferred gain or loss. Secondary tax on companies (STC) STC is provided for at a rate of 12.5% on the amount by which dividends declared exceed dividend received. STC is recognised as part of the current tax charge in the income statement when the related dividend is declared. Unused STC credits are recognised as an asset in the financial statements to the extent that STC payable on future dividend payments is likely to be available for set-off. Accounting Policies

39 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements SHARE CAPITAL Issued share capital is stated in the statement of changes in equity at the amount of proceeds received. DIVIDEND DISTRIBUTIONS Dividend distributions to all issued shares are recognised as a deduction from reserves in the statement of changes in equity in the period in which they are declared. RETIREMENT BENEFIT OBLIGATIONS Pension obligations The employees of the company participate in the Alexander Forbes Group defined contribution plan. For defined contribution retirement plans, the company pays contributions to a retirement plan and has no further payment obligation once the contributions have been made. The companys contributions to defined contribution retirement plans are recognised as an employee benefit expense and charged to the income statement in the year to which the service relates. EMPLOYEE SHARE OPTIONS The Alexander Forbes group issues share options to eligible employees, all of which are classified as equity-settled share-based payments. Equity-settled share-based payments are measured at fair value at the grant date. Subsidiary companies are charged for the cost of the share option granted to their employees and this charge is expensed through the income statement according to the vesting period of the options granted. Fair value is measured using an actuarial binomial model. Fair value excludes the impact of any non-market vesting conditions which are included in assumptions about the number of options that are expected to become exercisable or the number of shares that employees are expected to ultimately receive. Accounting Policies

40 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements CONTINGENCIES AND COMMITMENTS Transactions are classified as contingencies where the groups obligations depend on uncertain future events. Items are classified as commitments where the group commits itself to future transactions with external parties. OFFSETTING Financial assets and liabilities are offset and the net amount reported on the balance sheet when there is a legally enforceable right to set-off the recognised amount and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. SEGMENTAL REPORTING A segment is a distinguishable component of the group engaged in providing products or services within a particular economic environment, which is subject to risks and rewards that are different from those of other segments. RELATED PARTY TRANSACTIONS Guardrisk Insurance Company Limited has one single controlling shareholder. REVENUE Dividends are recognised as revenue when declared by subsidiaries, at the last day of registration in respect of listed shares and when received in respect of all other investments. Interest received and preference dividend income are recognised as revenue on a time proportionate basis using the effective interest rate method. Accounting Policies

41 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements Notes to the Financial Statements Notes to the Financial Statements for the year ended 31 March 2005 Computer equipment Office furniture & equipment Total Rm Group & Company 2005 Cost Accumulated depreciation and impairment Net carrying value Cost Cost at 1 April 2004 Movement during year Additions to enhance existing operations Disposals Cost at 31 March 2005 Depreciation Depreciation at 1 April 2004 Movement during year Depreciation on disposals Charge for the year Depreciation at 31 March Equipment

42 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements Notes to the Financial Statements Computer equipment Office furniture & equipment Total Rm 2004 Cost Accumulated depreciation and impairment Net carrying value Cost Cost at 1 April 2003 Additions Disposals Cost at 31 March 2004 Depreciation Depreciation at 1 April 2003 Depreciation on disposals Depreciation Depreciation at 31 March (1) 2 1 (1) (1) 4 2 (1) 1 2

43 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements Notes to the Financial Statements 2005 Rm 2004 Rm Group & Company Cost Accumulated amortisation and impairment Net carrying value Cost Cost at 1 April Movement during year Additions to enhance existing operations Disposals during the year Cost at 31 March Accumulated amortisation and impairment Amortisation at 1 April Movement during year Impairment during year Charge for the year Amortisation at 31 March (1) 4 3 (1) Purchased and developed computer software

44 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements Shares at cost Rm 2004 Rm 2005 Rm 2004 Rm GroupCompany Notes to the Financial Statements 2.Subsidiaries 7 3.Financial assets Fair value through profit or loss Consisting of: Short-term deposits Preference shares - unlisted Quoted equities and unit trusts Equities - unlisted 2,127 1, ,127 1,670 1, ,670 2,110 1, ,110 1,650 1, ,650 A register of investments is available for inspection at the registered office of the company secretary. 4.Deferred tax (liability) / asset Balance at beginning of year Movement during year Charge to income statement Balance at end of year 1 (2) (1) 3 (2) 1 (2) (1) 3 (2) 1

45 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements 2005 Rm 2004 Rm 2005 Rm 2004 Rm GroupCompany Notes to the Financial Statements 5.Receivables and prepayments Due by intermediaries Other receivables Claims floats at intermediaries Deferred tax assets and liabilities and deferred tax charge / (credit) to the income statement are attributable to the following items: Deferred income tax (liability) / assets Unrealised (gain) / losses on investments Net deferred income tax (liability) / asset (1) Cash and cash equivalents Cash and cash equivalents comprise bank and cash balances

46 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements 2005 Rm 2004 Rm 2005 Rm 2004 Rm GroupCompany Notes to the Financial Statements 7.Share capital and share premium Authorised ordinary shares of R1 each "A" ordinary shares of R1 each 29 Redeemable preference shares of R1 each 250 Variable rate cumulative redeemable preference shares of R1 each "A" ordinary shares are issued to cell owners, and after approval by the board, this entitles them to share in the profits and losses from the insurance business conducted by Guardrisk Insurance Company Limited in their cell. The unissued "A" ordinary shares are under the control of the directors until the forthcoming annual general meeting. Issued (2004: ) ordinary shares of R1 each (2004: 1 835) "A" ordinary shares of R1 each

47 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements 2005 Rm 2004 Rm 2005 Rm 2004 Rm GroupCompany Notes to the Financial Statements Share premium Ordinary share premium Opening balance Movement during the year Closing balance "A" ordinary share premium Opening balance Movement during the year Closing balance Total share premium Accounts payable Due to policyholders Other payables Due to intermediaries

48 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements 9.Provisions Provision for leave pay At beginning of year Movement for the year At end of year Rm 2004 Rm 2005 Rm 2004 Rm GroupCompany 10.Segment information Gross premiums written "A" ordinary shareholders Rent a captive Profit before taxation Ordinary shareholders "A" ordinary shareholders Rent a captive Total assets Total liabilities South Africa Rm Mauritius Rm Group – 2005 Total Rm South Africa Rm Mauritius Rm Group – 2004 Total Rm 1, , ,790 2, , , ,922 2, , ,237 1, , ,287 1,824

49 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements 2005 Rm 2004 Rm 2005 Rm 2004 Rm GroupCompany Notes to the Financial Statements (153) (81) (150) (80) Net operating expenses Gross operating expenses Acquisition expenses - commission paid Management expenses Reinsurance commission received (2) (6) (2) (2) (6) (2) Net investment return Interest income Dividend income Loss on disposal of shares Fair value adjustment Gross investment return Investment management fee Net investment return

50 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements 2005 Rm 2004 Rm 2005 Rm 2004 Rm GroupCompany Notes to the Financial Statements Profit before taxation Profit before tax is stated after charging Auditors' remuneration Audit fees Other services Depreciation - owned assets Amortisation Operating lease expenses Buildings Staff costs Salary, wages and other benefits Provident fund contribution Medical aid costs Number of employees at year end

51 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements 2005 Rm 2004 Rm 2005 Rm 2004 Rm GroupCompany Notes to the Financial Statements (1) (1) 0 14.Taxation South African normal tax Current tax Deferred tax Secondary tax on companies Reconciliation of rate of tax: The tax on profit before tax differs from the theoretical amount that would arise using the basic tax rate of South Africa as follows: % (2.69) (1.05) % (6.51) 0.23 (0.90) % (2.69) % (6.51) Normal tax rate Decrease in rate of tax due to: Exempt income Increase in rate of tax due to: Disallowed items Exempt income from subsidiaries Secondary tax on companies Other Effective rate

52 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements 2005 Rm 2004 Rm 2005 Rm 2004 Rm GroupCompany Notes to the Financial Statements 42%43%40%43% 15.Solvency margin Solvency margin International basis The solvency margin is calculated on the international basis and represents shareholders funds, being capital and reserves plus policyholder interests, as a percentage of net written premiums. 250 (142) (4) 2 52 (172) (156) (7) 0 (49) (140) (4) 2 53 (93) (153) (7) 0 (46) Reconciliation of cash generated from operating activities Profit before taxation Adjustments for: Cash items - Net investment return (note 12) Non cash items - Movement in unearned premium reserves - Depreciation (note 13) -Amortisation (note 13) - Unrealised gain on financial assets(note12) - Unrealised foreign exchange losses - Outstanding claims Changes in working capital: - Receivables and prepayments - Current payables Cash generated from operations

53 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements 2005 Rm 2004 Rm 2005 Rm 2004 Rm GroupCompany Notes to the Financial Statements (65) 35 (30) (31) (43) (74) (65) 35 (30) (31) (43) (74) 17.Reconciliation of tax paid Charge in income statement (Decrease)/increase in tax liability Tax paid (50)(28)(50)(28) 18.Reconciliation of dividends paid Dividends paid 19.Financial risks Credit risk Financial assets which potentially subject the group to concentrations of credit risk consist principally of cash and cash equivalents, investments and accounts receivable. Cash equivalents and investments are placed with high credit rated financial institutions. Accounts receivable are presented net of the allowance for doubtful receivables. Credit risk with respect to accounts receivable is limited as reinsurers and intermediaries used are established companies or the group holds IGF guarantees. The financial condition of the reinsurers and intermediaries in relation to their credit standing is evaluated on an ongoing basis. The carrying amounts of financial assets included in the balance sheet represents the group's exposure to credit risk in relation to these assets. At 31 March 2005 the group did not consider there to be a significant concentration of credit risk which had not been adequately provided for.

54 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements 2005 Rm 2004 Rm 2005 Rm 2004 Rm GroupCompany Notes to the Financial Statements Commitments Capital commitments There are no capital commitments in the current year. Operating lease commitments Future minimum operating lease payments Not later than one year Later than one year and not later than five years Underwriting risk Procedures to control and manage the underwriting risks are in operation and include catastrophe reinsurance which is in place to cover single event disasters. The risk committee meets on a regular basis. 21.Related party transactions and balances Directors remuneration A listing of the members of the Board of Directors is provided in the Directors Report. Details of directors remuneration are as follows:Directors Report. Directors emoluments Executive directors Salaries Other - including pension contributions, performance bonuses and fringe benefits and gains on share options exercised)

55 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements Transactions during the year Management and other fees received / (paid) to group companies Alexander Forbes Limited Alexander Forbes Insurance Limited Commissions paid to group companies Alexander Forbes Limited 2005 Rm 2004 Rm 2005 Rm 2004 Rm GroupCompany Notes to the Financial Statements (10) 1 (19) (5) 0 (25) (10) 1 (19) (5) 0 (25) Share options granted to directors Certain employees participate in the Alexander Forbes share option scheme. The aggregate number of such share options granted to the directors of the company was (2004: ). The outstanding number of share options granted to the directors of the company at the end of the period was (2004: ). Related party transactions The company is controlled by Guardrisk Holdings Limited (incorporated in South Africa) which owns 100% of the company's ordinary shares. The ultimate parent of the group is Alexander Forbes Limited. There are certain related party transactions between Guardrisk Insurance Company Limited, Alexander Forbes Limited, Alexander Forbes Insurance Limited and Guardrisk Life Limited.

56 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements Notes to the Financial Statements Share Option Information Fair value The company early adopted accounting for share option costs in accordance with the new accounting standard AC 139 (IFRS 2) which requires the fair value cost of share options granted to employees to be valued at date of grant and expensed through the income statement by way of a charge spread over the vesting period of the options. This standard has been adopted in the current year. Previously share option costs were not expensed through the income statement. The fair value of each option grant has been estimated on the date of grant using an actuarial binomial option-pricing model. The assumptions used in determining the fair value of the options granted in the financial year are as follows: Grant date in the financial year ending 31 March Share price R Exercise/ strike price at grant date R Expected Volatility % Expected Dividend Yield % Risk free interest rate % – – – 8.9 The expected volatility is determined based on the rolling historical volatility over the expected life of the option (i.e. the remaining term to expiry) that prevailed at the grant date. When volatility data on the Alexander Forbes share price was not available, the average volatility of comparable financial institutions was used.

57 Home Corporate Governance Our Approach to Risk Management Statement of Responsibility Certificate by Company SecretaryCertificate by Company Secretary Auditors report Directors Report Balance Sheets Income Statements Changes in Equity and Policyholder Interest Cashflow Statements Accounting Policies Notes to Financial Statements Notes to the Financial Statements The risk-free rate is the yield on zero-coupon SA government bonds of a term consistent with the assumed option life. Income statement effect The fair value share option charge in the income statement amounts to R million in the current year. Exit


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