10q10k10q10k.net

What changed in International General Insurance Holdings Ltd.'s 20-F — 2023 vs 2024

vs

Paragraph-level year-over-year comparison of International General Insurance Holdings Ltd.'s 2023 and 2024 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+872 added−742 removedSource: 20-F (2025-04-01) vs 20-F (2024-04-08)

Top changes in International General Insurance Holdings Ltd.'s 2024 20-F

872 paragraphs added · 742 removed · 632 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

200 edited+38 added−26 removed449 unchanged
Biggest changeAny failure to comply with existing regulations or material changes in regulations could have a material adverse effect on us. ● Increasing barriers to free trade and the free flow of capital and fluctuations in the financial markets could adversely affect the insurance and reinsurance industry and our business. ● Public health crises, illness, epidemics or pandemics, including the COVID-19 pandemic, could adversely impact our business, operating results and financial condition. ● Potential government intervention in the insurance industry and instability in the marketplace for insurance products could hinder our flexibility and negatively affect our business opportunities. ● Claims arising from catastrophic events are unpredictable and could be severe. ● Changing climate conditions may increase the frequency and severity of catastrophic events and thereby adversely affect our business. ● Our investment portfolio and political risk underwriting exposures may be materially adversely affected by global climate change regulation and other factors. ● Emerging claim and coverage issues, such as (but not limited to) bad faith claims or disputed policy terms, could have an adverse effect on our business. 1 Risks Relating to Our Business and Operations ● If our loss reserves are insufficient, it will have a negative impact on our results. ● Certain countries in which we operate are a high-risk environment for investment and business activities. ● We are subject to laws relating to anti-corruption, anti-money laundering and economic sanctions. ● We rely on brokers to source our business and we may suffer if our relationships with brokers deteriorate. ● We could be materially adversely affected if agents and other producers exceed their underwriting authority or if our agents, insureds or other parties commit fraud or breach obligations owed to us. ● We may be exposed to claims for large losses related to uncorrelated events that occur at the same time. ● The availability of reinsurance and retrocessional coverage to limit our exposure to risks may be limited. ● We may be faced with a liquidity shortfall following a large loss or a series of large losses due to the settlement of claims prior to the receipt of monies due under outwards reinsurance arrangements. ● If our risk management and loss mitigation methods fail to adequately manage our exposure to losses, the losses we incur could be materially higher than our expectations. ● Many of our assets are invested in fixed maturity securities and are subject to market fluctuations and global interest rates. ● Losses on our investments may reduce our overall capital and profitability. ● If our determination of the amount of allowances and impairments taken on our investments turns out to be incorrect, this could have a material adverse effect on our results of operations and financial condition. ● A decline in the ratings of our operating subsidiaries could adversely affect our business. ● The risk associated with underwriting treaty reinsurance business could adversely affect us. ● Deterioration in the creditworthiness of, defaults by, commingling of funds by, or reputational issues related to our counterparties could adversely impact our financial condition and results of operations. ● Our operating results may be adversely affected by the failure of policyholders, brokers or others to honor their payment obligations. ● Our liquidity and counterparty risk exposures may be affected by the impairment of financial institutions. ● We are exposed to credit risk in certain areas of our operations. ● We may not be able to raise capital in the long term on favorable terms or at all. ● We are involved in legal and other proceedings from time to time, which could damage our reputation. ● Information technology systems that we use could fail or suffer a security breach, which could have a material adverse effect on us or result in the loss of sensitive information. ● Our operating results may be adversely affected by an unexpected accumulation of attritional losses. ● We are dependent on the use of third-party software, and any reduction in third-party product quality or failure to comply with our licensing requirements could have a material adverse effect on our business. ● We are exposed to fluctuations in exchange rates which may adversely affect our operating results. ● If actual renewals of our existing policies and contracts do not meet expectations, our future operating results could be materially adversely affected.
Biggest changeRisks Relating to Our Business and Operations • If our loss reserves are insufficient, it will have a negative impact on our results. • Certain countries in which we operate are a high-risk environment for investment and business activities. • We are subject to laws relating to anti-bribery and corruption, anti-money laundering and economic sanctions. • We rely on brokers to source our business and we may suffer if our relationships with brokers deteriorate. • We could be materially adversely affected if agents and other producers exceed their underwriting authority or if our agents, insureds or other parties commit fraud or breach obligations owed to us. • We may be exposed to claims for large losses related to uncorrelated events that occur at the same time. • The availability of reinsurance and retrocessional coverage to limit our exposure to risks may be limited. • We may be faced with a liquidity shortfall following a large loss or a series of large losses due to the settlement of claims prior to the receipt of monies due under outwards reinsurance arrangements. • If our risk management and loss mitigation methods fail to adequately manage our exposure to losses, the losses we incur could be materially higher than our expectations. • Many of our assets are invested in fixed maturity securities and are subject to market fluctuations and global interest rates. • Losses on our investments may reduce our overall capital and profitability. • If our determination of the amount of allowances and impairments taken on our investments turns out to be incorrect, this could have a material adverse effect on our results of operations and financial condition. • A decline in the ratings of our operating subsidiaries could adversely affect our business. • The risk associated with underwriting treaty reinsurance business could adversely affect us. • Deterioration in the creditworthiness of, defaults by, commingling of funds by, or reputational issues related to our counterparties could adversely impact our financial condition and results of operations. • Our operating results may be adversely affected by the failure of policyholders, brokers or others to honor their payment obligations. • Our liquidity and counterparty risk exposures may be affected by the impairment of financial institutions. • We are exposed to credit risk in certain areas of our operations. • We may not be able to raise capital in the long term on favorable terms or at all. • We are involved in legal and other proceedings from time to time, which could damage our reputation. • Information technology systems that we use could fail or suffer a security breach, which could have a material adverse effect on us or result in the loss of sensitive information. • Our operating results may be adversely affected by an unexpected accumulation of attritional losses. • We are dependent on the use of third-party software, and any reduction in third-party product quality or failure to comply with our licensing requirements could have a material adverse effect on our business. • We are exposed to fluctuations in exchange rates which may adversely affect our operating results. 2 Table of contents • If actual renewals of our existing policies and contracts do not meet expectations, our future operating results could be materially adversely affected.
Our activities are subject to applicable money laundering regulations and anti-corruption laws in the jurisdictions where we operate, including Bermuda, the United States, the UK and the EU, among others. For example, we are subject to the Bribery Act 2016 of Bermuda, the U.S.
Our activities are subject to applicable money laundering regulations and anti-bribery and corruption laws in the jurisdictions where we operate, including Bermuda, the United States, the UK and the EU, among others. For example, we are subject to the Bribery Act 2016 of Bermuda, the U.S.
Our Amended and Restated Bye-laws provide that the Supreme Court of Bermuda will be, to the fullest extent permitted by law, the exclusive forum for any dispute that arises concerning the Companies Act or out of or in connection with our Amended and Restated Bye-laws, including any question regarding the existence and scope of any bye-law and/or whether there has been any breach of the Companies Act or the bye-laws by an officer or director (whether or not such a claim is brought in the name of a shareholder or in the name of the Company).
Our Amended and Restated Bye-laws provide that the Supreme Court of Bermuda will be, to the fullest extent permitted by law, the exclusive forum for any dispute that arises concerning the Companies Act or out of or in connection with our Amended and Restated Bye-laws, including any question regarding the existence and scope of any bye-law and/or whether there has been any breach of the Companies Act or the Amended and Restated Bye-laws by an officer or director (whether or not such a claim is brought in the name of a shareholder or in the name of the Company).
If Nasdaq subsequently delists our securities, we could face significant material adverse consequences, including: ● a limited availability of market quotations for our securities; ● significantly reduced liquidity in the market for our common shares, which would make it more difficult for our shareholders to buy or sell our common shares, particularly in lesser volumes; ● a limited amount of news and analyst coverage for the Company; and ● a decreased ability to issue additional securities or obtain additional financing in the future or utilize common shares as consideration in potential future acquisitions or joint ventures.
If Nasdaq subsequently delists our common shares, we could face significant material adverse consequences, including: • a limited availability of market quotations for our common shares; • significantly reduced liquidity in the market for our common shares, which would make it more difficult for our shareholders to buy or sell our common shares, particularly in lesser volumes; • a limited amount of news and analyst coverage for the Company; and • a decreased ability to issue additional securities or obtain additional financing in the future or utilize common shares as consideration in potential future acquisitions or joint ventures.
Unlike the requirements of Nasdaq, the corporate governance practice and requirements in Bermuda do not require us to have a majority of independent directors; do not require us to establish a nomination committee or a nomination committee consisting of only independent directors; do not require us to have a compensation committee or a compensation committee consisting of only independent directors; and do not require us to hold regular executive sessions of the board of directors where only independent directors shall be present; and do not require shareholder approval for certain issuances of equity securities.
Unlike the requirements of Nasdaq, the corporate governance practice and requirements in Bermuda do not require us to have a majority of independent directors; do not require us to establish a nomination committee or a nomination committee consisting of only independent directors; do not require us to have a compensation committee or a compensation committee consisting of only independent directors; do not require us to hold regular executive sessions of the board of directors where only independent directors shall be present; and do not require shareholder approval for certain issuances of equity securities.
We intend to voluntarily comply with certain Nasdaq corporate governance requirements, including having a majority of independent directors on the board of directors and establishing compensation and nomination committees of the board of directors, but we are not required to do so and may cease doing so at any time as long as we maintain our status as a “foreign private issuer.” 41 We could lose our status as a “foreign private issuer” under current SEC rules and regulations if more than 50% of our outstanding voting securities become directly or indirectly held of record by U.S. holders and one of the following is true: (i) the majority of our directors or executive officers are U.S. citizens or residents; (ii) more than 50% of our assets are located in the United States; or (iii) our business is administered principally in the United States.
We intend to voluntarily comply with certain Nasdaq corporate governance requirements, including having a majority of independent directors on the board of directors and establishing compensation and nomination committees of the board of directors, but we are not required to do so and may cease doing so at any time as long as we maintain our status as a “foreign private issuer.” We could lose our status as a “foreign private issuer” under current SEC rules and regulations if more than 50% of our outstanding voting securities become directly or indirectly held of record by U.S. holders and one of the following is true: (i) the majority of our directors or executive officers are U.S. citizens or residents; (ii) more than 50% of our assets are located in the United States; or (iii) our business is administered principally in the United States.
These factors include certain of the risks discussed herein, operating results of other companies in the same industry, changes in financial estimates or recommendations of securities analysts, speculation in the press or investment community, negative media coverage, the risk of potential legal proceedings or government investigations, the possible effects of war, terrorism and other hostilities (such as the war in Ukraine or the Israel-Hamas conflict), the effects of global pandemics such as the COVID-19 pandemic, adverse weather conditions, changes in general conditions in the economy or the financial markets or other developments affecting the insurance industry.
These factors include certain of the risks discussed herein, operating results of other companies in the same industry, changes in financial estimates or recommendations of securities analysts, speculation in the press or investment community, negative media coverage, the risk of potential legal proceedings or government investigations, the possible effects of war, terrorism and other hostilities (such as the war in Ukraine or the Israel-Hamas-Hezbollah conflict), the effects of global pandemics such as the COVID-19 pandemic, adverse weather conditions, changes in general conditions in the economy or the financial markets or other developments affecting the insurance industry.
These conflicts have resulted in significant volatility in commodity prices and the supply of energy and other resources, supply chain interruptions, political and social instability, trade disputes or trade barriers, any of which could adversely affect the number and amount of insurance claims related to losses incurred in connection with any of the above disruptions. 13 Systemic events.
These conflicts have resulted in significant volatility in commodity prices and the supply of energy and other resources, supply chain interruptions, political and social instability, trade disputes or trade barriers, any of which could adversely affect the number and amount of insurance claims related to losses incurred in connection with any of the above disruptions. Systemic events.
As a result of the above factors, our business, financial condition, liquidity or operating results could be adversely affected. 25 The determination of the amount of expected credit losses (ECL) taken on our investments involves the estimation of uncertainties which, if they turn out to be incorrect, could have a material adverse effect on our results of operations and financial condition.
As a result of the above factors, our business, financial condition, liquidity or operating results could be adversely affected. The determination of the amount of expected credit losses (ECL) taken on our investments involves the estimation of uncertainties which, if they turn out to be incorrect, could have a material adverse effect on our results of operations and financial condition.
It is also possible that such losses could exceed the reinstatement capacity of our reinsurance coverage, which would have a material adverse effect on our results of operations. 20 The availability of reinsurance, retrocessional coverage, and capital market transactions to limit our exposure to risks may be limited which could adversely affect our financial condition and results of operations.
It is also possible that such losses could exceed the reinstatement capacity of our reinsurance coverage, which would have a material adverse effect on our results of operations. The availability of reinsurance, retrocessional coverage, and capital market transactions to limit our exposure to risks may be limited which could adversely affect our financial condition and results of operations.
In addition, the price of our securities could fluctuate significantly for various reasons, many of which are outside our control, such as large purchases or sales of the common shares, legislative changes and general economic, political or regulatory conditions. The release of our financial results may also cause our share price to vary.
In addition, the price of our common shares could fluctuate significantly for various reasons, many of which are outside our control, such as large purchases or sales of the common shares, legislative changes and general economic, political or regulatory conditions. The release of our financial results may also cause our share price to vary.
Such damage could have a material adverse effect on our financial condition and results of operations. 19 We rely on brokers to source our business and our business may suffer should our relationship with brokers deteriorate. We market our insurance and reinsurance worldwide through insurance and reinsurance brokers. Brokers are independent of the insurers they deal with.
Such damage could have a material adverse effect on our financial condition and results of operations. We rely on brokers to source our business and our business may suffer should our relationship with brokers deteriorate. We market our insurance and reinsurance worldwide through insurance and reinsurance brokers. Brokers are independent of the insurers they deal with.
We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the Closing (i.e. 2025), (b) in which we have total annual gross revenue of at least $1.235 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common shares that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.
We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the Closing (as defined herein) (i.e. 2025), (b) in which we have total annual gross revenue of at least $1.235 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common shares that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.
Best and S&P Global Ratings periodically review our ratings and may revise them downward or revoke them at their sole discretion based primarily on their analysis of our balance sheet strength (including capital adequacy and claims and claim adjustment expense reserve adequacy), operating performance and business profile.
Best and S&P periodically review our ratings and may revise them downward or revoke them at their sole discretion based primarily on their analysis of our balance sheet strength (including capital adequacy and claims and claim adjustment expense reserve adequacy), operating performance and business profile.
We may not be able to raise capital in the long term on favorable terms or at all. Each of our regulated underwriting entities is required to meet stipulated regulatory capital requirements. These include capital requirements imposed by the UK PRA, the MFSA and the BMA.
We may not be able to raise capital in the long term on favorable terms or at all. Each of our regulated underwriting entities is required to meet stipulated regulatory capital requirements. These include capital requirements imposed by the PRA, the MFSA and the BMA.
We are an exempted company incorporated in Bermuda and, as a result, the rights of the holders of our common shares are governed by Bermuda law and our memorandum of association and our Amended and Restated Bye-laws. We conduct our operations through subsidiaries which are located primarily outside the U.S.
We are an exempted company incorporated in Bermuda and, as a result, the rights of the holders of our common shares are governed by Bermuda law, our memorandum of association and our Amended and Restated Bye-laws. We conduct our operations through subsidiaries which are located outside the U.S.
We continue to monitor the situation alongside potential exposure to IGI’s balance sheet and the imposition of further sanctions. We are subject to various anti-corruption and anti-money laundering laws, regulations and rules, the violation of which could adversely affect our operations.
We continue to monitor the situation alongside potential exposure to IGI’s balance sheet and the imposition of further sanctions. We are subject to various anti-bribery and corruption and anti-money laundering laws, regulations and rules, the violation of which could adversely affect our operations.
The existence of an active trading market for our securities will depend to a significant extent on our ability to continue to meet the Nasdaq listing requirements, which we may be unable to accomplish. The price of our common shares may be volatile.
The existence of an active trading market for our common shares will depend to a significant extent on our ability to continue to meet the Nasdaq listing requirements, which we may be unable to accomplish. The price of our common shares may be volatile.
The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our common shares. 43 Sales of a substantial number of our securities in the public market could adversely affect the market price of our common shares.
The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our common shares. Sales of a substantial number of our securities in the public market could adversely affect the market price of our common shares.
As a global insurance and reinsurance company, we are affected by the monetary policies of the Bank of England, the European Central Bank, the Board of Governors of the U.S. Federal System and other central banks around the world.
As a global insurance and reinsurance holding company, we are affected by the monetary policies of the Bank of England, the European Central Bank, the Board of Governors of the U.S. Federal System and other central banks around the world.
Although to date we have not experienced any material losses relating to cyber-attacks or other information security breaches, there can be no assurance that we will not suffer such losses in the future.
Although to date we have not experienced any losses relating to cyber-attacks or other information security breaches, there can be no assurance that we will not suffer such losses in the future.
Intra-group transactions are primarily denominated in U.S. Dollar. 35 Part of our monetary assets and liabilities are denominated in a currency other than our functional currency and are subject to risks associated with currency exchange fluctuation.
Intra-group transactions are primarily denominated in U.S. Dollar. Part of our monetary assets and liabilities are denominated in a currency other than our functional currency and are subject to risks associated with currency exchange fluctuation.
If an active market for our securities does not develop, it may be difficult for you to sell our common shares you own or purchase without depressing the market price for the shares or to sell the shares at all.
If an active market for our common shares does not develop, it may be difficult for you to sell our common shares you own or purchase without depressing the market price for the shares or to sell the shares at all.
Actual losses from catastrophic events may vary materially from estimates due to the inherent uncertainties in making such determinations resulting from several factors, including potential inaccuracies and inadequacies in the data provided by clients, brokers and ceding companies, the modeling techniques and the application of such techniques, the contingent nature of business interruption exposures, the effects of any resultant demand surge on claims activity and attendant coverage issues.
Actual losses from catastrophe events may vary materially from estimates due to the inherent uncertainties in making such determinations resulting from several factors, including potential inaccuracies and inadequacies in the data provided by clients, brokers and ceding companies, the modeling techniques and the application of such techniques, the contingent nature of business interruption exposures, the effects of any resultant demand surge on claims activity and attendant coverage issues.
If we are unable to obtain adequate capital when needed, our business, results of operations and financial condition would be adversely affected. We also may be required to liquidate fixed maturities or equity securities, which may result in realized investment losses. Our access to capital may be impaired if regulatory authorities or rating agencies take negative actions against us.
If we are unable to obtain adequate capital when needed, our business, results of operations and financial condition would be adversely affected. We also may be required to liquidate fixed maturity securities or equity securities, which may result in realized investment losses. Our access to capital may be impaired if regulatory authorities or rating agencies take negative actions against us.
If the ratings of our operating subsidiaries are reduced from their current levels by A.M. Best Inc. or S&P Global Ratings, our competitive position in the insurance industry might suffer and it might be more difficult for us to market our products, expand our insurance and reinsurance portfolio and renew our existing insurance and reinsurance policies and agreements.
If the ratings of our operating subsidiaries are reduced from their current levels by A.M. Best or S&P, our competitive position in the insurance industry might suffer and it might be more difficult for us to market our products, expand our insurance and reinsurance portfolio and renew our existing insurance and reinsurance policies and agreements.
To the extent that cash flows generated by our operations are insufficient to fund future operating requirements, or that our capital position is adversely impacted by a decline in the fair value of our investment portfolio, losses from catastrophic events or otherwise, we may need to raise additional funds through financings or curtail our growth.
To the extent that cash flows generated by our operations are insufficient to fund future operating requirements, or that our capital position is adversely impacted by a decline in the fair value of our investment portfolio, losses from catastrophe events or otherwise, we may need to raise additional funds through financings or curtail our growth.
We are an “emerging growth company” as defined in the JOBS Act and we intend to take advantage of some of the exemptions from reporting requirements that are available to emerging growth companies, including: ● not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting; ● reduced disclosure obligations regarding executive compensation in periodic reports and registration statements; and ● not being required to hold a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
We are an “emerging growth company” as defined in the JOBS Act and we intend to take advantage of some of the exemptions from reporting requirements that are available to emerging growth companies, including: • not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting; 40 Table of contents • reduced disclosure obligations regarding executive compensation in periodic reports and registration statements; and • not being required to hold a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
We may from time to time issue preliminary estimates of the impact of catastrophic events that, because of uncertainties in estimating certain losses, need to be updated as more information becomes available. 12 Our most significant catastrophe exposures are set forth below: Natural catastrophes. The occurrence of natural catastrophes is inherently uncertain.
We may from time to time issue preliminary estimates of the impact of catastrophe events that, because of uncertainties in estimating certain losses, need to be updated as more information becomes available. Our most significant catastrophe exposures are set forth below: Natural catastrophes. The occurrence of natural catastrophes is inherently uncertain.
Although we attempt to manage our exposure to such events through the use of underwriting controls, risk models, and the purchase of third-party reinsurance, catastrophic events are inherently unpredictable and the actual nature of such events when they occur could be more frequent or severe than contemplated in our pricing and risk management expectations.
Although we attempt to manage our exposure to such events through the use of underwriting controls, risk models, and the purchase of third-party reinsurance, catastrophe events are inherently unpredictable and the actual nature of such events when they occur could be more frequent or severe than contemplated in our pricing and risk management expectations.
The insurance and reinsurance industry historically has been cyclical, with significant fluctuations in premium rates and operating results due to competition, the frequency and/or severity of catastrophic events, levels of underwriting capacity in the industry, changes in legislation, case law and prevailing concepts of liability, general economic and social conditions and other factors.
The insurance and reinsurance industry historically has been cyclical, with significant fluctuations in premium rates and operating results due to competition, the frequency and/or severity of catastrophe events, levels of underwriting capacity in the industry, changes in legislation, case law and prevailing concepts of liability, general economic and social conditions and other factors.
In cases where we receive letters of credit from banks as collateral and one of our counterparties is unable to honor its obligations, we are exposed to the credit risk of the banks that issued the letters of credit. During 2023, no third parties were required to post collateral for our benefit. Brokers present a credit risk to us.
In cases where we receive letters of credit from banks as collateral and one of our counterparties is unable to honor its obligations, we are exposed to the credit risk of the banks that issued the letters of credit. During 2024, no third parties were required to post collateral for our benefit. Brokers present a credit risk to us.
Further, with respect to the distribution of any contributed surplus, a Class 3B insurer must also submit an affidavit and obtain the BMA’s prior approval before reducing its total statutory capital as shown in its previous year statutory balance sheet by 15% or more.
Further, with respect to the distribution of any contributed surplus (and/or any other reduction of statutory capital), a Class 3B insurer must also submit an affidavit and obtain the BMA’s prior approval before reducing its total statutory capital as shown in its previous year statutory balance sheet by 15% or more.
Due to the foregoing, it is possible that a catastrophic event or multiple catastrophic events could produce significant losses and have a material adverse effect on our business, results of operations and financial condition. Changing climate conditions may increase the frequency and severity of catastrophic events and thereby adversely affect our business, financial condition and results of operations.
Due to the foregoing, it is possible that a catastrophe event or multiple catastrophe events could produce significant losses and have a material adverse effect on our business, results of operations and financial condition. Changing climate conditions may increase the frequency and severity of catastrophe events and thereby adversely affect our business, financial condition and results of operations.
If one or more of these analysts ceases coverage of the Company or fails to publish reports on the Company regularly, our share price or trading volume could decline. While we expect research analyst coverage, if no analysts commence coverage of the Company, the trading price and volume for our common shares could be adversely affected. 48
If one or more of these analysts ceases coverage of the Company or fails to publish reports on the Company regularly, our share price or trading volume could decline. While we expect research analyst coverage, if no analysts commence coverage of the Company, the trading price and volume for our common shares could be adversely affected. 48 Table of contents
If the loss limitation provisions in our policies are not enforceable or disputes arise concerning the application of such provisions, the losses we might incur from a catastrophic event could be materially higher than our expectations and our financial condition and results of operations could be adversely affected.
If the loss limitation provisions in our policies are not enforceable or disputes arise concerning the application of such provisions, the losses we might incur from a catastrophe event could be materially higher than our expectations and our financial condition and results of operations could be adversely affected.
As a result, the occurrence of one or more catastrophic events could have an adverse effect on our results of operations and financial condition. Our investment portfolio exposures may be materially adversely affected by global climate change regulation and other factors.
As a result, the occurrence of one or more catastrophe events could have an adverse effect on our results of operations and financial condition. Our investment portfolio exposures may be materially adversely affected by global climate change regulation and other factors.
To meet our obligations with respect to claims from catastrophic events, we may be forced to liquidate some of our investments rapidly, which may involve selling a portion of our investments into a depressed market, which would decrease our returns from investments and could strain our capital position.
To meet our obligations with respect to claims from catastrophe events, we may be forced to liquidate some of our investments rapidly, which may involve selling a portion of our investments into a depressed market, which would decrease our returns from investments and could strain our capital position.
Economic conditions in the Middle East region affect us given that approximately 9% and 10% of our GWP generated in 2023 and 2022, respectively, originated from risks in this region. In addition, a significant portion of our investment assets are located in the MENA region.
Economic conditions in the Middle East region affect us given that approximately 10% and 9% of our GWP generated in 2024 and 2023, respectively, originated from risks in this region. In addition, a significant portion of our investment assets are located in the MENA region.
We could be adversely affected by the loss of one or more key employees or by an inability to attract and retain qualified personnel, which could negatively affect our financial condition, results of operations, or ability to realize our strategic business plan.
We could be adversely affected by the loss of one or more key employees or by an inability to attract and retain qualified personnel, which could negatively affect our financial condition, results of operations, or ability to execute our strategic business plan.
In order to list common shares and warrants, we were required to meet the Nasdaq initial listing requirements, including the requirement to have at least 300 round lot holders of our common shares, at least 50% of which must hold at least $2,500 of securities.
In order to list common shares, we were required to meet the Nasdaq initial listing requirements, including the requirement to have at least 300 round lot holders of our common shares, at least 50% of which must hold at least $2,500 of securities.
As a result, it could be difficult or highly challenging for you to effect service of process on these individuals in the U.S. in the event that you believe that your rights have been infringed under applicable securities laws or otherwise or to enforce in the U.S. judgments obtained in U.S. courts against the Company or those persons based on civil liability provisions of the U.S. securities laws.
As a result, it could be difficult or highly challenging for you to effect service of process on these individuals in the U.S. in the event that you believe that your rights have been infringed under applicable securities laws or otherwise or to enforce in the U.S. judgments obtained in U.S. courts against the Company or those persons based on civil liability provisions of the U.S. 37 Table of contents securities laws.
Although we seek to ensure that all business with Russian exposure is compliant with the relevant sanction regime and our compliance team has managed the Russian exposure of our business and conducted the required asset freeze and/or termination of some of our business as per the applicable sanctions regime, the long-term impact of the invasion and sanctions continues to be unknown as the situation develops and our exposure levels may adversely affect our business.
Although we seek to ensure that all business with Russian exposure is compliant with the relevant sanction regime and our compliance team has managed the 18 Table of contents Russian exposure of our business and conducted the required asset freeze and/or termination of some of our business as per the applicable sanctions regime, the long-term impact of the invasion and sanctions continues to be unknown as the situation develops and our exposure levels may adversely affect our business.
Our results of operations, liabilities and investment portfolio may be materially affected by conditions affecting the level of interest rates in the global capital markets and major economies, such as central bank policies on interest rates and the rate of inflation.
Our results of operations, liabilities and investment portfolio may be materially affected by conditions impacting the level of interest rates in the global capital markets and major economies, such as central bank policies on interest rates and the rate of inflation.
Public health crises, epidemics or pandemics could adversely impact our business, operating results and financial condition. Any significant public health crises, epidemics or pandemics, such as the COVID-19 outbreak, could lead to significant volatility, uncertainty and disruption in the global economy.
Public health crises, epidemics or pandemics could adversely impact our business, operating results and financial condition. Any significant public health crises, epidemics or pandemics, such as the COVID-19 pandemic, could lead to significant volatility, uncertainty and disruption in the global economy.
In addition, based on our perceived risk profile, regulators may require additional regulatory capital to be held by us (including as part of guidance provided by the regulator to us on a confidential basis), which, among other things, may affect the business we can write and the amount of dividends we are able to pay out.
In addition, based on our perceived risk profile, regulators may require additional regulatory capital to be held by us 7 Table of contents (including as part of guidance provided by the regulator to us on a confidential basis), which, among other things, may affect the business we can write and the amount of dividends we are able to pay out.
Equity investments are subject to volatility in prices based on market movements, which can impact the gains that can be achieved. We periodically adjust the accounting book values of our investment portfolio (“mark-to-market”) which could result in increased volatility and uncertainty surrounding reported profits and net asset values at any point in time.
We also hold equity securities. Equity investments are subject to volatility in prices based on market movements, which can impact the gains that can be achieved. We periodically adjust the accounting book values of our investment portfolio (“mark-to-market”) which could result in increased volatility and uncertainty surrounding reported profits and net asset values at any point in time.
As a result of the higher interest rate environment, we have captured the opportunity of elevated yield curves across the major currencies, and heavily invested in high-grade bonds generating higher investment yield during the year 2023. However, these assets are riskier in nature, with potentially greater volatility based upon changes in economic factors.
As a 24 Table of contents result of the higher interest rate environment, we have captured the opportunity of elevated yield curves across the major currencies, and heavily invested in high-grade bonds generating higher investment yield during the year 2023. However, these assets are riskier in nature, with potentially greater volatility based upon changes in economic factors.
Claims from catastrophic events could reduce our earnings and cause substantial volatility in our results of operations for any given period. A catastrophic event or multiple catastrophic events could also adversely affect our financial condition and our capital position.
Claims from catastrophe events could reduce our earnings and cause substantial volatility in our results of operations for any given period. A catastrophe event or multiple catastrophe events could also adversely affect our financial condition and our capital position.
Failure to comply with or to obtain appropriate authorizations and/or exemptions under any applicable laws or regulations could subject us to investigations, criminal sanctions or civil remedies, including fines, injunctions, loss of an operating license, reputational consequences, and other sanctions, all of which could have a material adverse effect on our business.
Failure to comply with or to obtain appropriate authorizations and/or exemptions under any applicable laws or regulations could subject us to investigations, criminal sanctions or civil remedies, including fines, injunctions, loss of an operating license, reputational consequences, and other sanctions, all of which could have a material 6 Table of contents adverse effect on our business.
General Risk Factors ● A prolonged recession or deterioration in macroeconomic conditions could adversely affect our business. ● Changes in employment laws, taxation and compensation practice may limit our ability to attract senior employees. ● Changes in the accounting principles and financial reporting requirements could impact our reported financial results and reported financial condition. 2 Risk Factors Risks Relating to the Insurance and Reinsurance Industry If our underwriters fail to assess accurately the underwritten risks or fail to comply with internal guidelines on underwriting or their underwriting authority or if events or circumstances cause the underwriters’ risk assessment to be incorrect, our premiums may prove to be inadequate to cover the losses associated with such risks.
General Risk Factors • A prolonged recession or deterioration in macroeconomic conditions could adversely affect our business. • Changes in employment laws, taxation and compensation practice may limit our ability to attract senior employees. • Changes in the accounting principles and financial reporting requirements could impact our reported financial results and reported financial condition. 3 Table of contents RISK FACTORS Risks Relating to the Insurance and Reinsurance Industry If our underwriters fail to assess accurately the underwritten risks or fail to comply with internal guidelines on underwriting or their underwriting authority or if events or circumstances cause the underwriters’ risk assessment to be incorrect, our premiums may prove to be inadequate to cover the losses associated with such risks.
If we believe we can reasonably evaluate the risk of loss and charge an appropriate premium for such risk, we will underwrite terrorism exposure on a stand-alone basis. We generally seek to exclude terrorism from non-terrorism policies. Cyber. Within our insurance portfolio we have limited exposure to cyber as a specific peril.
If we believe we can reasonably evaluate the risk of loss and charge an appropriate premium for such risk, we will underwrite terrorism exposure on a stand-alone basis. We generally seek to exclude terrorism from non-terrorism policies. 12 Table of contents Cyber. Within our insurance portfolio we have limited exposure to cyber as a specific peril.
The ratings of our operating subsidiaries are subject to periodic review by, and may be placed on credit watch, revised downward or revoked at the sole discretion of A.M. Best Inc. or S&P Global Ratings. We currently hold a stable outlook rating of “A (Excellent)” from A.M. Best Inc. and a stable outlook rating of “A-” from S&P.
The ratings of our operating subsidiaries are subject to periodic review by, and may be placed on credit watch, revised downward or revoked at the sole discretion of A.M. Best Inc. (“A.M. Best”) or S&P Global Ratings (“S&P”). We currently hold a stable outlook rating of “A (Excellent)” from A.M. Best and a stable outlook rating of “A-” from S&P.
As a “foreign private issuer” under the rules and regulations of the SEC, we are permitted to, and will, file less or different information with the SEC than a company incorporated in the United States or otherwise subject to these rules, and will follow certain home country corporate governance practices in lieu of certain Nasdaq requirements applicable to U.S. issuers.
As a “foreign private issuer” under the rules and regulations of the SEC, we file less or different information with the SEC than a company incorporated in the United States or otherwise subject to these rules, and follow certain home country corporate governance practices in lieu of certain Nasdaq requirements applicable to U.S. issuers.
In addition to the nature of the property business, economic and geographic trends affecting insured property, including inflation, property value appreciation and geographic concentration, tend to generally increase the size of losses from catastrophic events over time.
In addition to the nature of the property business, economic and geographic trends affecting insured property, including inflation, property value appreciation and geographic concentration, tend to generally increase the size of losses from catastrophe events over time.
However, it is possible that our underwriting approaches or our pricing models may not work as intended and that actual losses from a class of risks may be greater than expected. Our pricing models are also subject to the same limitations as the models used to assess our exposure to catastrophe losses noted above.
However, it is possible that our underwriting approaches or our pricing models may not work as intended and that actual losses from a class of risks may be greater than expected. Our pricing models are also subject to the same limitations as the models used to assess our exposure to catastrophe losses 32 Table of contents noted above.
We are selective in regard to our reinsurers, placing reinsurance with those reinsurers with stronger financial strength ratings from A.M. Best or S&P Global Ratings, a sovereign rating or a combination thereof. Despite strong ratings, the financial condition of a reinsurer may change based on market conditions.
We are selective in regard to our reinsurers, placing reinsurance with those reinsurers with stronger financial 29 Table of contents strength ratings from A.M. Best or S&P Global Ratings, a sovereign rating or a combination thereof. Despite strong ratings, the financial condition of a reinsurer may change based on market conditions.
We make assumptions about the renewal rate and pricing of the prior year’s policies and contracts in our financial forecasting process. If actual renewals do not meet expectations, our gross written premiums in future fiscal periods and our future operating results and financial condition could be materially adversely affected.
We make assumptions about the renewal rate and pricing of the prior year’s policies and contracts in our financial forecasting process. If actual 34 Table of contents renewals do not meet expectations, our gross written premiums in future fiscal periods and our future operating results and financial condition could be materially adversely affected.
The Company and its subsidiaries, branches and offices are subject to the laws and regulations of a number of jurisdictions worldwide, including Bermuda, the UK, Malaysia, Malta, Jordan, Morocco, Norway and the UAE.
The Company and its subsidiaries, branches and offices are subject to the laws and regulations of a number of jurisdictions worldwide, including the United States, Bermuda, the UK, Malaysia, Malta, Jordan, Morocco, Norway and the UAE.
Increases in the value and concentrations of insured property and demographic changes more broadly, the effects of inflation and changes in weather patterns may increase the frequency or severity of claims from catastrophic events in the future.
Increases in the value and concentrations of insured property and demographic changes more broadly, the effects of inflation and changes in weather patterns may increase the frequency or severity of claims from catastrophe events in the future.
The GDPR imposes extensive requirements regarding the processing of personal data and confers rights on data subjects including the “right to be forgotten” and the right to “portability” of personal data. The GDPR imposes significant punishments for non-compliance which could result in a penalty of up to 4% of a company’s global annual revenue.
The GDPR imposes extensive requirements regarding the processing of personal data 33 Table of contents and confers rights on data subjects including the “right to be forgotten” and the right to “portability” of personal data. The GDPR imposes significant punishments for non-compliance which could result in a penalty of up to 4% of a company’s global annual revenue.
This waiver limits the right of shareholders to assert claims against the Company’s officers and directors unless the act or failure to act involves fraud or dishonesty. Nasdaq may delist our securities, which could limit investors’ ability to engage in transactions in our securities and subject us to additional trading restrictions.
This waiver limits the right of shareholders to assert claims against the Company’s officers and directors unless the act or failure to act involves fraud or dishonesty. Nasdaq may delist our common shares, which could limit investors’ ability to engage in transactions in our common shares and subject us to additional trading restrictions.
There is no guarantee that our desired amounts of reinsurance or retrocessional reinsurance will be available in the marketplace in the future. In addition to capacity risk, the remaining capacity may not be on terms we deem appropriate or acceptable or with companies with whom we want to do business.
There is no guarantee that our desired amounts of reinsurance or retrocessional reinsurance will be available in the marketplace in the future. In addition to capacity risk, the 20 Table of contents remaining capacity may not be on terms we deem appropriate or acceptable or with companies with whom we want to do business.
Losses on our investments may reduce our overall capital and profitability. Our invested assets include a substantial amount of interest rate and credit sensitive instruments such as corporate debt securities. Fluctuations in interest rates may affect our future returns on such investments, as well as the market values of, and corresponding levels of capital gains or losses on, such investments.
Our invested assets include a substantial amount of interest rate and credit sensitive instruments such as corporate debt securities. Fluctuations in interest rates may affect our future returns on such investments, as well as the market values of, and corresponding levels of capital gains or losses on, such investments.
The Bermuda courts, however, would ordinarily be expected to permit a shareholder to commence an action in the name of a company to remedy a wrong to the company where the act complained of is alleged to be beyond the corporate power of the company or illegal, or would result in the violation of the company’s memorandum of association or bye-laws.
The Bermuda courts, however, would ordinarily be expected to permit a shareholder to commence an action in the name of a company to remedy a wrong to the company where the act complained of is alleged to be beyond the corporate power of the company or illegal, 38 Table of contents or would result in the violation of the company’s memorandum of association or bye-laws.
We cannot be certain that we will be successful or identify attractive targets in these new markets. 36 Risks Relating to Ownership of Our Securities Our main holding is our ownership of IGI Dubai (and, indirectly, IGI Dubai’s subsidiaries) and such ownership may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on our common shares or satisfy other financial obligations.
We cannot be certain that we will be successful or identify attractive targets in these new markets. 35 Table of contents Risks Relating to Ownership of Our Securities Our main holding is our ownership of IGI Dubai (and, indirectly, IGI Dubai’s subsidiaries) and such ownership may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on our common shares or satisfy other financial obligations.
Although we have business continuity plans and other safeguards in place, our business operations may be materially adversely affected by significant and widespread disruption to our physical infrastructure or operating systems and those of third-party service providers that support our business.
Although we have business continuity plans and 31 Table of contents other safeguards in place, our business operations may be materially adversely affected by significant and widespread disruption to our physical infrastructure or operating systems and those of third-party service providers that support our business.
Widening credit spreads could result in a reduction in the value of fixed income securities that we hold but increase investment income related to purchases of new fixed income securities, whereas tightening of credit spreads will generally increase the value of fixed income securities at higher yields that we hold but decrease investment income generated through purchases of any new fixed income securities. 24 We also hold equity securities.
Widening credit spreads could result in a reduction in the value of fixed income securities that we hold but increase investment income related to purchases of new fixed income securities, whereas tightening of credit spreads will generally increase the value of fixed income securities at higher yields that we hold but decrease investment income generated through purchases of any new fixed income securities.
These market and industry factors may materially reduce the market price of our common shares, regardless of our operating performance. Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our common shares.
These market and industry factors may materially reduce the market price of our common shares, regardless of our operating performance. 47 Table of contents Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our common shares.
In addition, a Class 3B insurer is prohibited from declaring or paying any dividends, in any financial year which would exceed 25% of its total statutory capital and surplus, as shown on its previous financial year statutory balance sheet, unless at least seven days before payment of those dividends it files an affidavit with the BMA signed by at least two directors and by its principal representative in Bermuda, which states in the opinion of those signing, the declaration of those dividends will not cause the insurer to fail to meet its required solvency margin and minimum liquidity ratio.
Further, a Class 3B insurer is prohibited from declaring or paying in any financial year dividends, of more than 25% of its total statutory capital and surplus, as shown on its previous financial year statutory balance sheet, unless at least seven days before payment of those dividends it files an affidavit with the BMA signed by at least two directors and by its principal representative in Bermuda, which states in the opinion of those signing, the declaration of those dividends will not cause the insurer to fail to meet its required solvency margin and minimum liquidity ratio.
Any issuances by us of equity securities may be at or below the prevailing market price of our common shares and in any event may have a dilutive impact on your ownership interest, which could cause the market price of our common shares to decline.
Any issuances by us of equity securities may be at or below the prevailing market price of our common shares and in any event may have a dilutive impact on current shareholders' ownership interest, which could cause the market price of our common shares to decline.
The effects of these and other unforeseen emerging claim and coverage issues are difficult to predict and could harm our business and materially and adversely affect our results of operations. 16 Risks Relating to our Business and Operations A deterioration in macroeconomic, political and other conditions, particularly in select parts of Europe, Central and South America, the Middle East and Africa, could adversely impact our financial performance.
The effects of these and other unforeseen emerging claim and coverage issues are difficult to predict and could harm our business and materially and adversely affect our results of operations. 15 Table of contents Risks Relating to our Business and Operations A deterioration in macroeconomic, political and other conditions, particularly in select parts of Europe, Central and South America, the Middle East and Africa, could adversely impact our financial performance.
The onset, duration and severity of an inflationary period cannot be estimated with precision. 47 Fluctuations in operating results, earnings and other factors, including incidents involving our customers and negative media coverage, may result in significant decreases in the price of our securities. The stock markets experience volatility that is often unrelated to operating performance.
The onset, duration and severity of an inflationary period cannot be estimated with precision. 46 Table of contents Fluctuations in operating results, earnings and other factors, including incidents involving our customers and negative media coverage, may result in significant decreases in the price of our securities. The stock markets experience volatility that is often unrelated to operating performance.
In 2022, Russian military forces launched a military action in Ukraine. The sustained conflict and disruption in the region have continued to date and may extend beyond Ukraine and Russia.
In 2022, Russian military forces launched a military action in Ukraine. The sustained conflict and disruption in the region have continued to date and could extend beyond Ukraine and Russia.
Our reinsurance program uses various methods, such as proportional, non-proportional and facultative reinsurance, to mitigate risks across our underwriting portfolio, in return for which we cede to third-party reinsurers a certain percentage of our GWP in any given year. That percentage was 33% for the year ended December 31, 2022 and 28% for the year ended December 31, 2023.
Our reinsurance program uses various methods, such as proportional, non-proportional and facultative reinsurance, to mitigate risks across our underwriting portfolio, in return for which we cede to third-party reinsurers a certain percentage of our GWP in any given year. That percentage was 30% for the year ended December 31, 2024 and 28% for the year ended December 31, 2023.
Although we have not experienced any material credit losses to date, an increased inability of our policyholders to meet their obligations to us could have a material adverse effect on our financial condition and results of operations. 30 Although we have not experienced any material credit losses to date, an inability of our reinsurers or retrocessionaires to meet their obligations to us could have a material adverse effect on our financial condition and results of operations.
Although we have not experienced any material credit losses to date, an inability of our reinsurers or retrocessionaires to meet their obligations to us could have a material adverse effect on our financial condition and results of operations.
Pursuant to the registration rights agreement among Tiberius, the Sponsor and officers and directors of Tiberius, that was assumed by the Company in connection with the Business Combination, and the registration rights agreement among the Company, the Sponsor in its capacity as the Purchaser Representative, and certain former shareholders of IGI Dubai entered into at the closing of the Business Combination, we were required to file a resale registration statement shortly after Closing which registered for resale our common shares held by the Sponsor, the former officers and directors of Tiberius and former shareholders of IGI Dubai.
Pursuant to the registration rights agreement among Tiberius (as defined herein), the Sponsor (as defined herein) and officers and directors of Tiberius, that was assumed by the Company in connection with the Business Combination, and the registration rights agreement among the Company, the Sponsor in its capacity as the Purchaser Representative, and certain former shareholders of IGI Dubai entered into at the closing of the Business Combination, we were required to file 41 Table of contents a resale registration statement shortly after Closing which registered for resale our common shares held by the Sponsor, the former officers and directors of Tiberius and former shareholders of IGI Dubai.
If any such developments occur, it could have a material and adverse effect on an investor or our business, financial condition, results of operations and cash flows. 46 General Risk Factors A prolonged recession or a period of significant turmoil in international financial markets could adversely affect our business, liquidity and financial condition and our share price.
If any such developments occur, it could have a material and adverse effect on an investor or our business, financial condition, results of operations and cash flows. 45 Table of contents General Risk Factors A prolonged recession or a period of significant turmoil in international financial markets could adversely affect our business, liquidity and financial condition and our share price.
In addition to our exposures to catastrophes and other large losses as discussed above, our operating results may be adversely affected by unexpectedly large accumulations of attritional losses. Attritional losses are defined as losses from claims excluding catastrophes and large one-off claims.
Our operating results may be adversely affected by an unexpected accumulation of attritional losses. In addition to our exposures to catastrophes and other large losses as discussed above, our operating results may be adversely affected by unexpectedly large accumulations of attritional losses. Attritional losses are defined as losses from claims excluding catastrophes and large one-off claims.
A market for our securities may not be sustained, which would adversely affect the liquidity and price of our securities. Although our securities are listed on Nasdaq, there can be no assurances that an active trading market for our securities will be sustained.
A market for our common shares may not be sustained, which would adversely affect the liquidity and price of our common shares. Although our common shares are listed on Nasdaq, there can be no assurances that an active trading market for our common shares will be sustained.

… 184 more changes not shown on this page.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

168 edited+69 added−28 removed200 unchanged
Biggest changeThe MSM that must be maintained by a Class 3B insurer with respect to its general business is the greater of (i) $1,000,000, or (ii) 20% of the first $6,000,000 of net premiums written; if in excess of $6,000,000, the figure is $1,200,000 plus 15% of net premiums written in excess of $6,000,000 or (iii) 15% of the aggregate of net loss and loss expense provisions and other insurance reserves or (iv) 25% of the ECR (as defined below) as reported at the end of the relevant year.
Biggest changeThe MSM that must be maintained by a Class 3B insurer with respect to its general business is the greater of (i) $1 million, or (ii) 20% of the first $6 million of net premiums written; if in excess of $6 million, the figure is $1.2 million plus 15% of net premiums written in excess of $6 million or (iii) 15% of the aggregate of net loss and loss expense provisions and other insurance reserves or (iv) 25% of the ECR (as defined below) as reported at the end of the relevant year. 68 Table of contents Additionally, an insurance group must ensure that the value of the insurance group’s total statutory economic capital and surplus (as calculated in accordance with economic balance sheet principles pursuant to Schedule XIV) exceeds the aggregate of (a) the MSM of each qualifying member of the group controlled by the parent company and (b) the MSM of each member of the group that is significantly under the influence of (but not controlled by) the parent company multiplied by the parent company’s percentage shareholding in that member (as aggregated, the “Group MSM”).
Given our regional focus, we also make use of a range of smaller, more regional brokers, such as NASCO, UIB, Fenchurch Faris and Chedid Re. Currently, our largest broker relationships as measured by gross written premiums are with Arthur J. Gallagher, Marsh, Aon, Willis and Howden Broking Group.
Given our regional focus, we also make use of a range of smaller, more regional brokers, such as NASCO, UIB, Fenchurch Faris and Chedid Re. Currently, our largest broker relationships as measured by gross written premiums are with Marsh, Arthur J. Gallagher, Aon, Willis and Howden Broking Group.
A Class 3B insurer is required to maintain its head office in Bermuda.
Head Office. A Class 3B insurer is required to maintain its head office in Bermuda.
The BMA has recognized that cyber incidents can cause significant financial losses and/or reputational impacts across the insurance industry and has implemented the Insurance Sector Operational Cyber Risk Management Code of Conduct (the “Cyber Risk Code”) to ensure that those operating in the Bermuda insurance sector can mitigate such risks.
Cyber Risk Code of Conduct . The BMA has recognized that cyber incidents can cause significant financial losses and/or reputational impacts across the insurance industry and has implemented the Insurance Sector Operational Cyber Risk Management Code of Conduct (the “Cyber Risk Code”) to ensure that those operating in the Bermuda insurance sector can mitigate such risks.
Under the European Union (Withdrawal) Act 2018, directly applicable EU legislation made under the IDD was onshored and became part of the UK law at the end of the Brexit transitional period. PRA requirements IGI UK is subject to regulation by the UK FCA and the UK PRA.
Under the European Union (Withdrawal) Act 2018, directly applicable EU legislation made under the IDD was onshored and became part of the UK law at the end of the Brexit transitional period. PRA requirements IGI UK is subject to regulation by the FCA and the PRA.
Increased competition could result in fewer submissions for our products and services, lower rates charged, slower premium growth and less favorable policy terms and conditions, any of which could adversely impact our growth and profitability. 81 We compete with major U.S., UK, Bermudian, European and other domestic and international insurers and reinsurers and underwriting syndicates from Lloyd’s, some of which have longer operating histories, more capital and/or more favorable ratings than we do, as well as greater marketing, management and business resources.
Increased competition could result in fewer submissions for our products and services, lower rates charged, slower premium growth and less favorable policy terms and conditions, any of which could adversely impact our growth and profitability We compete with major U.S., UK, Bermudian, European and other domestic and international insurers and reinsurers and underwriting syndicates from Lloyd’s, some of which have longer operating histories, more capital and/or more favorable ratings than we do, as well as greater marketing, management and business resources.
The Class 3B insurer is required to submit annually an opinion of its approved loss reserve specialist with its capital and solvency return in respect of its total general business insurance technical provisions (i.e. the aggregate of its net premium provisions, net loss and loss expense provisions and risk margin, as each is reported in the insurer’s statutory economic balance sheet).
A Class 3B insurer is required to submit annually an opinion of its approved loss reserve specialist with its capital and solvency return in respect of its total general business insurance technical provisions (i.e. the aggregate of its net premium provisions, net loss and loss expense provisions and risk margin, as each is reported in the insurer’s statutory economic balance sheet).
Where such an affidavit is filed, it shall be available for public inspection at the offices of the BMA. 69 Reduction of Capital. No Class 3B insurer may reduce its total statutory capital by 15% or more, as set out in its previous year’s financial statements, unless it has received the prior approval of the BMA.
Where such an affidavit is filed, it shall be available for public inspection at the offices of the BMA. Reduction of Capital. No Class 3B insurer may reduce its total statutory capital by 15% or more, as set out in its previous year’s financial statements, unless it has received the prior approval of the BMA.
The lines of business in our specialty short-tail segment generally include exposures for which losses are usually known and paid within a relatively short period of time after the underlying loss event has occurred. The underlying loss events typically tend to be of lower frequency and higher severity. 53 Our Reinsurance segment includes our inward reinsurance treaty business.
The lines of business in our Specialty Short-tail segment generally include exposures for which losses are usually known and paid within a relatively short period of time after the underlying loss event has occurred. The underlying loss events typically tend to be of lower frequency and higher severity. Our Reinsurance segment includes our inward reinsurance treaty business.
The UK subsidiary underwrites most of IGI’s UK-governed policies and serves as an important point of contact for brokers based in London. In June 2021, we acquired our Malta subsidiary so that we could continue to underwrite throughout the European Union. In March 2023, we completed the acquisition of Norway-based managing general agency EIO.
IGI UK, underwrites most of IGI’s UK-governed policies and serves as an important point of contact for brokers based in London. In June 2021, we acquired our Malta subsidiary so that we could continue to underwrite throughout the European Union. In March 2023, we completed the acquisition of Norway-based managing general agency EIO.
IGI Dubai IGI Dubai is authorized as a category four entity by the Dubai Financial Services Authority and it operates as a marketing and intermediate office of IGI Bermuda in Dubai. Our Dubai operations constitute our Middle East hub and provide access to the MENA region including the Gulf Cooperation Council markets.
IGI Dubai Subsidiary IGI Dubai Subsidiary is authorized as a category four entity by the Dubai Financial Services Authority and it operates as a marketing and intermediate office of IGI Bermuda in Dubai. Our Dubai operations constitute our Middle East hub and provide access to the MENA region including the Gulf Cooperation Council markets.
In granting the general permission the BMA accepts no responsibility for our financial soundness or the correctness of any of the statements made or opinions expressed in this annual report. 75 Although IGI Bermuda is incorporated in Bermuda, IGI Bermuda is classified as a non-resident of Bermuda for exchange control purposes by the BMA.
In granting the general permission the BMA accepts no responsibility for our financial soundness or the correctness of any of the statements made or opinions expressed in this annual report. Although IGI Bermuda is incorporated in Bermuda, IGI Bermuda is classified as a non-resident of Bermuda for exchange control purposes by the BMA.
For additional information regarding our reserves, our reserves development and our reserves releasing, see “ Operating and Financial Review and Prospects — Reserves. ” 62 Investments Investment income represents a component of our earnings. We collect premiums and are required to hold a portion of these funds in reserves until claims are paid.
For additional information regarding our reserves, our reserves development and our reserves releasing, see “ Operating and Financial Review and Prospects — Reserves. ” Investments Investment income represents a component of our earnings. We collect premiums and are required to hold a portion of these funds in reserves until claims are paid.
Environmental, Social and Governance (ESG) risk: The risk that environmental, social and governance factors could cause reputational or financial harm to our business. Emerging risk: The risk that events or issues not previously identified or fully understood could impact our operations or financial results. 60 We divide risks into “core” and “non-core” risks.
Environmental, Social and Governance (ESG) risk: The risk that environmental, social and governance factors could cause reputational or financial harm to our business. Emerging risk: The risk that events or issues not previously identified or fully understood could impact our operations or financial results. We divide risks into “core” and “non-core” risks.
Notification by Registered Person of Change of Controllers and Officers. All registered insurers are required to give written notice to the BMA of the fact that a person has become, or ceased to be, a controller or officer of the registered insurer within 45 days of becoming aware of such fact.
Notification by Registered Person and Designated Insurer of Change of Controllers and Officers. All registered insurers are required to give written notice to the BMA of the fact that a person has become, or ceased to be, a controller or officer of the registered insurer within 45 days of becoming aware of such fact.
For ordinary share capital to count as tier 1 capital for solvency purposes, dividends must be capable of being cancelled at any time prior to payment, and the PRA can prohibit a UK insurance company from paying a dividend. 76 Solvency Requirements.
For ordinary share capital to count as tier 1 capital for solvency purposes, dividends must be capable of being cancelled at any time prior to payment, and the PRA can prohibit a UK insurance company from paying a dividend. Solvency Requirements.
A Class 3B insurer shall be liable to civil penalty by way of a fine for failure to comply with a duty imposed on it in connection with the delivery of the declaration of compliance. 65 Annual Statutory Financial Return and Annual Capital and Solvency Return.
A Class 3B insurer shall be liable to civil penalty by way of a fine for failure to comply with a duty imposed on it in connection with the delivery of the declaration of compliance Annual Statutory Financial Return and Annual Capital and Solvency Return.
In some cases, these disputes and disagreements can result in arbitration or even litigation, initiated in some cases by us and in some cases by our reinsurers. 82 C. Organizational Structure The following diagram depicts the organizational structure of the Company and its subsidiaries as of the date of this annual report. D.
In some cases, these disputes and disagreements can result in arbitration or even litigation, initiated in some cases by us and in some cases by our reinsurers. C. Organizational Structure The following diagram depicts the organizational structure of the Company and its subsidiaries as of the date of this annual report. D.
IGI Bermuda’s Head Office remediation plan may be changed based on additional guidance by the BMA, subsequent legislative requirements and/or any other governmental issuances which may affect the interpretation of the Head Office requirements and thus impact IGI Bermuda’s remediation plan. 64 Loss Reserve Specialist.
IGI Bermuda’s Head Office remediation plan may be changed based on additional guidance by the BMA, subsequent legislative requirements and/or any other governmental issuances which may affect the interpretation of the Head Office requirements and thus impact IGI Bermuda’s remediation plan. Loss Reserve Specialist.
The BMA may, among other things, direct an insurer, for itself and in its capacity as designated insurer of the insurance group of which it is a member, (a) not to take on any new insurance business, (b) not to vary any insurance contract if the effect would be to increase the insurer’s liabilities, (c) not to make certain investments, (d) to realize certain investments, (e) to maintain in, or transfer to the custody of, a specified bank, certain assets, (f) not to declare or pay any dividends or other distributions or to restrict the making of such payments, (g) to limit its premium income, (h) not to enter into specified transactions with any specified person or persons of a specified class, (i) to provide such written particulars relating to the financial circumstances of the insurer as the BMA thinks fit, (j) (as an individual insurer only and not in its capacity as designated insurer) to obtain the opinion of a loss reserve specialist and submit it to the BMA and/or (k) to remove a controller or officer.
The BMA may, among other things, direct an insurer, for itself and in its capacity as designated insurer of the insurance group of which it is a member, 74 Table of contents (a) not to take on any new insurance business, (b) not to vary any insurance contract if the effect would be to increase the insurer’s liabilities, (c) not to make certain investments, (d) to realize certain investments, (e) to maintain in, or transfer to the custody of, a specified bank, certain assets, (f) not to declare or pay any dividends or other distributions or to restrict the making of such payments, (g) to limit its premium income, (h) not to enter into specified transactions with any specified person or persons of a specified class, (i) to provide such written particulars relating to the financial circumstances of the insurer as the BMA thinks fit, (j) (as an individual insurer only and not in its capacity as designated insurer) to obtain the opinion of a loss reserve specialist and submit it to the BMA, and/or (k) to remove a controller or officer.
The directors are required to certify whether the minimum solvency margin has been met, and the independent approved auditor is required to state whether in its opinion it was reasonable for the directors to make this certification.
The directors are required to certify whether the minimum solvency margin (“MSM”).has been met, and the independent approved auditor is required to state whether in its opinion it was reasonable for the directors to make this certification.
For the purposes of the Insurance Act, the following changes are material: (i) the transfer or acquisition of insurance business being part of a scheme falling under section 25 of the Insurance Act or section 99 of the Companies Act, (ii) the amalgamation with or acquisition of another firm, (iii) engaging in unrelated business that is retail business, (iv) the acquisition of a controlling interest in an undertaking that is engaged in non-insurance business which offers services and products to persons who are not affiliates of the insurer, (v) outsourcing all or substantially all of the company’s actuarial, risk management, compliance or internal audit functions, (vi) outsourcing all or a material part of an insurer’s underwriting activity, (vii) the transfer, other than by way of reinsurance, of all or substantially all of a line of business, (viii) the expansion into a material new line of business, (ix) the sale of an insurer, and (x) outsourcing of an officer role.
For the purposes of the Insurance Act, the following changes are material: (i) the transfer or acquisition of insurance business being part of a scheme falling under section 25 of the Insurance Act or section 99 of the Companies Act, (ii) the amalgamation with or acquisition of another firm, (iii) engaging in unrelated business that is retail business, (iv) the acquisition of a controlling interest in an undertaking that is engaged in non-insurance business which offers services and products to persons who are not affiliates of the insurer, (v) outsourcing all or substantially all of the company’s actuarial, risk 73 Table of contents management, compliance or internal audit functions, (vi) outsourcing all or a material part of an insurer’s underwriting activity, (vii) the transfer, other than by way of reinsurance, of all or substantially all of a line of business, (viii) the expansion into a material new line of business, (ix) the sale of an insurer, and (x) outsourcing of an officer role.
The grounds for disclosure by the BMA to a foreign regulatory authority without consent of the insurer are limited and the Insurance Act provides for sanctions for breach of the statutory duty of confidentiality. 74 Cancellation of Insurer’s Registration.
The grounds for disclosure by the BMA to a foreign regulatory authority without consent of the insurer are limited and the Insurance Act provides for sanctions for breach of the statutory duty of confidentiality. Cancellation of Insurer’s Registration.
However, when exercising their discretion, the underwriters take into account key considerations, some of which may include the following: ● the type and level of risk assumed; ● the nature of the insured’s operations; ● the pricing of the policy submitted and the pricing trend of similar policies in the market; ● the quality and specifications of the insured’s assets; 58 ● the insured’s risk management program, if necessary, and, if required, surveys to be conducted on the insured’s assets and operations; ● the adequacy of the insured’s credit rating; ● the general terms and conditions of the policy submitted, with a preference for standard market wordings and clauses; ● the insured’s loss record, including the record of the insured’s losses divided by total premiums (“Burn Cost Analysis”); ● the experience of the underwriters from their prior dealings with the insured, broker or ceding company, as applicable; ● the experience and reputation of the broker submitting the risk; ● the legal and general economic conditions of the insured’s country of domicile; ● the insured’s geographical location and trading territories; ● the adequacy of available reinsurance coverage, including coverage for catastrophe and the total combined risks that could be involved in a single loss event; ● our catastrophic aggregation capacity; and ● the approval of the broker by the compliance department according to the onboarding policy and the necessary sanctions screening.
However, when exercising their discretion, the underwriters take into account key considerations, some of which may include the following: • the type and level of risk assumed; 57 Table of contents • the nature of the insured’s operations; • the pricing of the policy submitted and the pricing trend of similar policies in the market; • the quality and specifications of the insured’s assets; • the insured’s risk management program, if necessary, and, if required, surveys to be conducted on the insured’s assets and operations; • the adequacy of the insured’s credit rating; • the general terms and conditions of the policy submitted, with a preference for standard market wordings and clauses; • the insured’s loss record, including the record of the insured’s losses divided by total premiums (“Burn Cost Analysis”); • the experience of the underwriters from their prior dealings with the insured, broker or ceding company, as applicable; • the experience and reputation of the broker submitting the risk; • the legal and general economic conditions of the insured’s country of domicile; • the insured’s geographical location and trading territories; • the adequacy of available reinsurance coverage, including coverage for catastrophe and the total combined risks that could be involved in a single loss event; • our catastrophic aggregation capacity; and • the approval of the broker by the compliance department according to the onboarding policy and the necessary sanctions screening.
In 2007, we established our Bermuda subsidiary and commenced underwriting our financial institutions portfolio. In 2009, we acquired SR Bishop which was renamed North Star Underwriting Limited (“North Star”). In 2009, we established our UK subsidiary, which commenced business in 2011.
In 2007, we established our Bermuda subsidiary and commenced underwriting our financial institutions portfolio. In 2009, we acquired SR Bishop which was renamed North Star Underwriting Limited (“North Star”). In 2009, we established IGI UK, which commenced business in 2011.
The SM&CR seeks to ensure that senior persons who are effectively running insurance firms, or who have responsibility for other key functions at those firms, meet standards of fitness and propriety for acting with integrity, honesty and skill and that there is a clear allocation of responsibilities between senior managers. 77 Insurance Distribution Directive.
The SM&CR seeks to ensure that senior persons who are effectively running insurance firms, or who have responsibility for other key functions 77 Table of contents at those firms, meet standards of fitness and propriety for acting with integrity, honesty and skill and that there is a clear allocation of responsibilities between senior managers. Insurance Distribution Directive.
We maintain our centralized operational functions in Amman, Jordan, complemented by offices in London and Dubai and our Asia Pacific hub in Kuala Lumpur, Malaysia. We are licensed as a Tier 2 reinsurer in Labuan, Malaysia and have a representative office in Casablanca, Morocco. We also operate in Norway through our Norway-based managing general agency IGI Nordic AS.
We maintain our centralized operational functions in Amman, Jordan, complemented by offices in London and Dubai and our Asia Pacific hub in Kuala Lumpur, Malaysia. We are licensed as a Tier 2 reinsurer in Labuan, Malaysia and have a representative office in Casablanca, Morocco. We also operate in Norway through our Norway-based managing general agency IGI Nordic AS (“IGI Nordic”).
Core risks comprise those risks which are inherent in the operation of our business, including insurance risks in respect of our underwriting operations and market and liquidity risks in respect of our investment activity.
Core risks comprise those risks which are inherent in the operation of our business, including insurance risks in respect of our underwriting operations and market risks in respect of our investment activity.
A Class 3B insurer seeking to reduce its statutory capital by 15% or more, as set out in its previous year’s financial statements, is also required to submit an affidavit signed by at least two directors (one of whom must be a Bermuda resident director if any of the insurer’s directors are resident in Bermuda) and the principal representative stating that the proposed reduction will not cause the insurer to fail its relevant margins and such other information as the BMA may require.
A Class 3B insurer seeking to reduce its statutory capital by 15% or more, as set out in its previous year’s financial statements, is also required to submit an affidavit signed by at least two directors (one of whom must be a 70 Table of contents Bermuda resident director if any of the insurer’s directors are resident in Bermuda) and the principal representative stating that the proposed reduction will not cause the insurer to fail its relevant margins and such other information as the BMA may require.
We monitor the financial condition of our reinsurers and attempt to place our coverages only with substantial, financially sound carriers. As a result, generally the reinsurers who reinsure our casualty insurance must have an A.M. Best rating of “A” (Excellent) or better. Regulatory Overview Bermuda Regulatory Considerations Bermuda Insurance Regulation The Insurance Act.
We monitor the financial condition of our reinsurers and attempt to place our coverages only with substantial, financially sound carriers. As a result, generally the reinsurers who reinsure our business must have an A.M. Best rating of “A” (Excellent) or better. Regulatory Overview Bermuda Regulatory Considerations Bermuda Insurance Regulation The Insurance Act .
Reinsurance is purchased principally to reduce net liability on individual risks and to protect against catastrophic losses. Although reinsurance does not legally discharge an insurer from its primary liability for the full amount of the policies, it does make the assuming reinsurer contractually liable to the insurer to the extent of the reinsurance coverage.
Reinsurance is purchased principally to reduce net liability on individual risks and to protect against catastrophe losses. Although reinsurance does not legally discharge an insurer from its primary liability for the full amount of the policies, it does make the assuming reinsurer contractually liable to the insurer to the extent of the reinsurance coverage.
The main types of risks that we face are summarized as follows: Insurance risk: Insurance risk includes the risks of inappropriate underwriting, ineffective management of underwriting, inadequate controls over exposure management in relation to catastrophic events and insufficient reserves for losses including claims incurred but not reported.
The main types of risks that we face are summarized as follows: Insurance risk: Insurance risk includes the risks of inappropriate underwriting, ineffective management of underwriting, inadequate controls over exposure management in relation to catastrophe events and insufficient reserves for losses including claims incurred but not reported.
PIPA (once in force) applies to every organization (which includes any individual, entity or public authority) that uses personal information in Bermuda where that personal information is used by automated or other means which form, or are intended to form, part of a structured filing system.
PIPA applies to every organization (which includes any individual, entity or public authority) that uses personal information in Bermuda where that personal information is used by automated or other means which form, or are intended to form, part of a structured filing system.
The execution of our integrated risk management strategy is based on: ● the establishment and maintenance of an internal control and risk management system based on a three lines of defence approach to the allocation of responsibilities between risk accepting units (first line), risk management activity and oversight from other central control functions (second line) and independent assurance (third line); ● identifying material risks to the achievement of our objectives including emerging risks; 59 ● the articulation of our risk appetite and a suite of key risk limits for each material component of risk where appropriate; ● the cascading of risk appetite and key risk limits for material risks to each operating subsidiary and, where appropriate, risk accepting business units; ● measuring, monitoring, managing and reporting risk positions and trends; ● the use, subject to an understanding of their limitations, of a range of deterministic and stochastic modelling techniques to test the risk and capital implications of strategic and tactical business decisions; and ● stress and scenario testing designed to help us better understand and develop contingency plans for the potential effects of extreme events or combinations of events on capital adequacy and liquidity.
The execution of our integrated risk management strategy is based on: • the establishment and maintenance of an internal control and risk management system based on a three lines of defense approach to the allocation of responsibilities between risk accepting units (first line), risk 58 Table of contents management activity and oversight from other central control functions (second line) and independent assurance (third line); • identifying material risks to the achievement of our objectives including emerging risks; • the articulation of our risk appetite and a suite of key risk limits for each material component of risk where appropriate; • the cascading of risk appetite and key risk limits for material risks to each operating subsidiary and, where appropriate, risk accepting business units; • measuring, monitoring, managing and reporting risk positions and trends; • the use, subject to an understanding of their limitations, of a range of deterministic and stochastic modelling techniques to test the risk and capital implications of strategic and tactical business decisions; and • stress and scenario testing designed to help us better understand and develop contingency plans for the potential effects of extreme events or combinations of events on capital adequacy and liquidity.
The Cyber Risk Code is designed to promote the stable and secure management of information technology systems of regulated entities and requires that all registrants implement their own technology risk programmes, determine what their top risks are and develop an appropriate risk response.
The Cyber Risk Code is designed to promote the stable and secure management of information technology systems of regulated entities and requires that all registrants implement their own technology risk programs, determine what their top risks are and develop an appropriate risk response.
Business Overview Securityholders should read this section in conjunction with the more detailed information about the Company contained in this annual report, including our audited financial statements and the other information appearing in the section entitled “Operating and Financial Review and Prospects.” General We are a highly-rated global provider of specialty insurance and reinsurance solutions in over 200 countries and territories.
Business Overview Securityholders should read this section in conjunction with the more detailed information about the Company contained in this annual report, including our audited financial statements and the other information appearing in the section entitled “Operating and Financial Review and Prospects.” 49 Table of contents General We are a highly-rated global provider of specialty insurance and reinsurance solutions in over 200 countries and territories.
IGI Dubai also has underwriting authority to underwrite Bermuda-governed policies through an underwriting agency agreement, subject to authority limits, and IGI Morocco operates a representative office of IGI Bermuda in Casablanca which is authorized to issue Bermuda governed policies.
(“IGI Dubai Subsidiary”) also has underwriting authority to underwrite Bermuda governed policies through an underwriting agency agreement, subject to authority limits, and IGI Morocco operates a representative office of IGI Bermuda in Casablanca which is authorized to issue Bermuda governed policies.
A body corporate is registrable as a Class 3B insurer where (i) 50% or more of its net premiums written or (ii) 50% or more of its net loss and loss expense provisions, represent unrelated business and its total net premiums written from unrelated business are $50,000,000 or more.
A body corporate is registrable as a Class 3B insurer where (i) 50% or more of its net premiums written or (ii) 50% or more of its net loss and loss expense provisions, represent unrelated business and its total net premiums written from unrelated business are $50 million or more.
In some cases, there can be disputes with reinsurers over their contractual obligations and their understanding of our maximum liability for the underlying insurance policy which is being reinsured. Insurers can seek to avoid reinsurance policies for a variety of reasons, including allegations that they did not appreciate our maximum liability.
In some cases, there can be disputes with reinsurers over their contractual obligations and their understanding of our maximum liability for the underlying insurance policy which is being reinsured. Insurers can seek to avoid reinsurance policies for a variety of reasons, including allegations that they did not appreciate 81 Table of contents our maximum liability.
Under these rules, Tier 1, Tier 2 and Tier 3 Capital may, until January 1, 2026, include capital instruments that do not satisfy the requirement that the instrument be non-redeemable or settled only with the issuance of an instrument of equal or higher quality upon a breach, or if it would cause a breach, of the ECR.
Under these rules, Tier 1, Tier 2 and Tier 3 Capital may, until January 1, 2026, include capital instruments that do not satisfy the requirement that the instrument be non-redeemable or settled only with the issuance of an instrument of equal or higher quality upon a breach, or if it would cause a breach, of the ECR or the Group ECR, as applicable.
Eligible Capital. To enable the BMA to better assess the quality of the insurer’s capital resources, a Class 3B insurer is required to disclose the makeup of its capital in accordance with the recently introduced ’3-tiered eligible capital system’.
To enable the BMA to better assess the quality of the insurer’s capital resources, a Class 3B insurer is required to disclose the makeup of its capital in accordance with the ’3-tiered eligible capital system’.
In 2005, we raised $75 million of capital through a private placement and commenced underwriting our reinsurance portfolio. In 2006, we established a holding company in the DIFC and also established our Labuan branch, which is licensed to issue Labuan law-governed policies, including Islamic law-compliant re-takaful policies.
In 2005, we raised $75 million of capital through a private placement and commenced underwriting our reinsurance portfolio. In 2006, we established a holding company in the DIFC and also established our capitalized Labuan branch (“IGI Labuan”), which is licensed to issue Labuan governed policies, including Islamic law-compliant re-takaful policies.
The information contained on these websites does not form a part of, and is not incorporated by reference into, this annual report. 79 Money Laundering and Financial Crime Regime in the UAE IGI is registered in the DIFC and is subject to DFSA supervision for the purpose of anti-money laundering compliance in the DIFC.
The information contained on these websites does not form a part of, and is not incorporated by reference into, this annual report. Money Laundering and Financial Crime Regime in the UAE IGI Dubai Subsidiary is registered in the DIFC and is subject to DFSA supervision for the purpose of anti-money laundering compliance in the DIFC.
The onshored Solvency II measure of required capital, the SCR, is calibrated using the Value at Risk (VaR) of the basic own funds of an insurance or reinsurance undertaking subject to a confidence level of 99.5% over a one-year year period, with a minimum of €4.0 million.
The onshored Solvency II measure of required capital, the SCR, is calibrated using the Value at Risk (VaR) of the basic own funds of an insurance or reinsurance undertaking subject to a confidence level of 99.5% over a one-year year period, with a minimum of £3.5 million.
IGI Bermuda is registered as a Class 3B insurer with the BMA in Bermuda and is regulated as such under the Insurance Act. Minimum Paid-Up Share Capital. A Class 3B insurer is required to maintain fully paid up share capital of at least US$120,000. Principal Representative and Principal Office.
IGI Bermuda is registered as a Class 3B insurer by the BMA in Bermuda and is regulated as such under the Insurance Act. Minimum Paid-Up Share Capital. A Class 3B insurer is required to maintain fully paid up share capital of at least $120,000. Principal Representative and Principal Office.
This requires all registrants to develop a cyber risk policy which is to be delivered pursuant to an operational cyber risk management programme and appoint an appropriately qualified member of staff or outsourced resource to the role of Chief Information Security Officer. The role of the Chief Information Security Officer is to deliver the operational cyber risk management programme.
This requires all registrants to develop a cyber risk policy which is to be delivered pursuant to an operational cyber risk management program and appoint an appropriately qualified member of staff or outsourced resource to the role of Chief Information Security Officer (CISO). The role of the CISO is to deliver the operational cyber risk management program.
An insurer will be required to complete and file a declaration form, and the Registrar of Companies will also have regard to the information provided in the declaration form in making his assessment of compliance with economic substance requirements. Bermuda Exchange Control Regulation.
An insurer will be required to complete and file a declaration form, and the Registrar of Companies will also have regard to the information provided in the declaration form in making his assessment of compliance with economic substance requirements. 75 Table of contents Bermuda Exchange Control Regulation.
We primarily underwrite professional lines risks from Europe and the UK on a “primary” basis, meaning that loss up to a limit is covered primarily, or on an excess-of-loss basis. Financial Institutions Our financial institutions line of business represented approximately 3.8% and 4.2% of our GWP for the years ended December 31, 2023 and 2022, respectively.
We primarily underwrite professional lines risks from Europe and the UK on a “primary” basis, meaning that loss up to a limit is covered primarily, or on an excess-of-loss basis. Financial Institutions Our financial institutions line of business represented approximately 2.6% and 3.8% of our GWP for the years ended December 31, 2024 and 2023, respectively.
In addition, 24.1% was sourced through Managing General Agents, that are required to strictly adhere to our narrowly defined underwriting criteria and return thresholds and only 8.9% was originated through reinsurance treaties. We believe that our analytically-driven underwriting approach has been the foundation of our ability to generate attractive risk-adjusted underwriting margins.
In addition, 22.8% was sourced through Managing General Agents, that are required to strictly adhere to our narrowly defined underwriting criteria and return thresholds and only 11.9% was originated through reinsurance treaties. We believe that our analytically-driven underwriting approach has been the foundation of our ability to generate attractive risk-adjusted underwriting margins.
We intentionally expose the Company to core risks with a view to generating shareholder value but seek to manage the resulting volatility in our earnings and financial condition within the limits defined by our risk appetite. However, these core risks are intrinsically difficult to measure and manage and we may not, therefore, be successful in this respect.
We intentionally expose the Company to core risks with a view to generating shareholder value but seek to manage the resulting volatility in our earnings and financial condition within the limits defined by our risk appetite. 59 Table of contents However, these core risks are intrinsically difficult to measure and manage and we may not, therefore, be successful in this respect.
In determining the member of an IAIG to be designated as the Head of the IAIG, the BMA shall have regard to the member that exercises control over all insurers in the group and other members of the group which may pose a risk to the insurance business of the group.
In determining the member of an IAIG to be designated as the Head of the IAIG, the BMA shall have regard to the member that exercises control over all insurers in the group and other members of the group which may pose a risk to the insurance business of the group Annual Financial Statements .
Where the BMA has previously approved the use of certain instruments for capital purposes, the BMA’s consent will need to be obtained if such instruments are to remain eligible for use in satisfying the MSM and the ECR. Code of Conduct.
Where the BMA has previously approved the use of certain instruments for capital purposes, the BMA’s consent will need to be obtained if such instruments are to remain eligible for use in satisfying the MSM and the ECR. 69 Table of contents Code of Conduct.
We invest these reserves primarily in fixed maturity investments. We manage most of our investment portfolio in-house, with the exception of approximately $21.8 million as of December 31, 2023 which is managed by a third-party investment advisor. Our investment team is responsible for implementing our investment strategy as set by the investment committee established by our management.
We invest these reserves primarily in fixed maturity investments. We manage most of our investment portfolio in-house, with the exception of approximately $23.8 million as of December 31, 2024 which is managed by a third-party investment advisor. Our investment team is responsible for implementing our investment strategy as set by the investment committee established by our management.
Under this system, all of the insurer’s capital instruments will be classified as either basic or ancillary capital which in turn will be classified into one of three tiers based on their “loss absorbency” characteristics.
Under this system, all of the insurer’s or insurance group’s, as applicable, capital instruments will be classified as either basic or ancillary capital which in turn will be classified into one of three tiers based on their “loss absorbency” characteristics.
Under the onshored Solvency II regime, IGI UK is required to disclose to the PRA quarterly and annually Quantitative Reporting Templates (“QRTs”).
Onshored Solvency II Regime Reports and Returns. Under the onshored Solvency II regime, IGI UK is required to disclose to the PRA quarterly and annually Quantitative Reporting Templates (“QRTs”).
Every insurer is required to forthwith notify the BMA on it coming to the knowledge of the insurer, or where the insurer has reason to believe that the insurer has failed to comply with a condition imposed upon it by the BMA or that the insurer, or a shareholder controller or officer of the insurer is involved in any criminal proceedings whether in Bermuda or abroad. 71 Notification of Material Changes.
Every insurer is required to forthwith notify the BMA on it coming to the knowledge of the insurer, or where the insurer has reason to believe that the insurer has failed to comply with a condition imposed upon it by the BMA or that the insurer, or a shareholder controller or officer of the insurer is involved in any criminal proceedings whether in Bermuda or abroad.
We cover the full life-cycle of a renewable energy project, namely construction, marine and inland transit, operational and decommissioning, including associated loss of revenues, liabilities, as well as natural catastrophe risks. We write business on a worldwide basis. Property Our property business represented approximately 14.4% and 12.8% of our GWP for the years ended December 31, 2023 and 2022, respectively.
We cover the full life-cycle of a renewable energy project, namely construction, marine and inland transit, operational and decommissioning, including associated loss of revenues, liabilities, as well as natural catastrophe risks. We write business on a worldwide basis. Property Our property business represented approximately 14.6% and 14.4% of our GWP for the years ended December 31, 2024 and 2023, respectively.
Long-standing relationships with key brokers Our longstanding relationships with brokers, and ultimately clients, enable us to receive a regular and sizeable flow of our preferred business. We source almost all of our business through brokers, with our top five international brokers producing 63% of our premiums in the year ended December 31, 2023.
Long-standing relationships with key brokers Our longstanding relationships with brokers, and ultimately clients, enable us to receive a regular and sizeable flow of our preferred business. We source almost all of our business through brokers, with our top five international brokers producing 64% of our premiums in the year ended December 31, 2024.
IGI is currently engaging with relevant EU member states to ensure adherence to individual run-off regimes that have been established. In addition, in June 2021 IGI acquired an EU insurance operation in Malta, which enables IGI to pursue business in the EU. Restrictions on Dividend Payments.
IGI is currently engaging with relevant EU member states to ensure adherence to individual run-off regimes that have been established. In addition, in June 2021 IGI acquired an EU insurance operation in Malta, which enables IGI to pursue business in the EU. 76 Table of contents Restrictions on Dividend Payments.
The declaration of compliance is required to be signed by two directors of the Class 3B insurer, and if the Class 3B insurer has failed to comply with any of the requirements referenced in (i) through (v) above or observe any limitations, restrictions or conditions imposed upon the issuance of its license, if applicable, the Class 3B insurer will be required to provide the BMA with particulars of such failure in writing.
The declaration of compliance is required to be signed by two directors of the Class 3B insurer, and if the Class 3B insurer has failed to comply with any of the requirements referenced in (i) through (v) above or observe any limitations, restrictions or conditions imposed upon the issuance of its certificate of registration as a Class 3B insurer, if applicable, the Class 3B insurer will be required to provide the BMA with particulars of such failure in writing.
The committee also considers the findings of third-party independent actuarial reviews. At present these reviews are undertaken every six months. In support of IGI’s annual statutory submission to the BMA, a ‘big four’ actuarial consultant conducts an actuarial review of the loss reserves to support their statutory loss reserve opinion.
The committee also considers the findings of third-party independent actuarial reviews. At present these reviews are undertaken quarterly. In support of IGI’s annual statutory submission to the BMA, a ‘big four’ actuarial consultant conducts an actuarial review of the loss reserves to support their statutory loss reserve opinion.
The BMA has discretion to approve modifications and exemptions to the public disclosure rules, on application by the insurer if, among other things, the BMA is satisfied that the disclosure of certain information will result in a competitive disadvantage or compromise confidentiality obligations of the insurer. 66 Independent Approved Auditor.
The BMA has discretion to approve modifications and exemptions to the public disclosure rules, on application by the insurer if, among other things, the BMA is satisfied that the disclosure of certain information will result in a competitive disadvantage or compromise confidentiality obligations of the insurer.
Other than in connection with the Business Combination, since our incorporation, there have been no material changes to our share capital, mergers, amalgamations or consolidations of the Company or any of our significant subsidiaries, no acquisitions or dispositions of material assets other than in the ordinary course of business, no material changes in the mode of conducting our business, no material changes in the types of products produced or services rendered and no name changes.
Other than in connection with the Business Combination and other than the repurchase and redemption of all of our warrants in 2023, since our incorporation, there have been no material changes to our share capital, mergers, amalgamations or consolidations of the Company or any of our significant subsidiaries, no acquisitions or dispositions of material assets other than in the ordinary course of business, no material changes in the mode of conducting our business, no material changes in the types of products produced or services rendered and no name changes.
Marine Cargo Our marine cargo line of business represented approximately 2.6% and 1.8% of our gross written premium for the years ended December 31, 2023 and 2022, respectively. Our marine cargo portfolio covers general cargo, oil, machinery and equipment, project cargo, war on land and freight forwarders.
Marine Cargo Our marine cargo line of business represented approximately 2.6% and 2.6% of our gross written premium for the years ended December 31, 2024 and 2023, respectively. Our marine cargo portfolio covers general cargo, oil, machinery and equipment, project cargo, war on land and freight forwarders.
Item 4. Information on the Company A. History and Development of the Company General International General Insurance Holdings Ltd. was incorporated on October 28, 2019 under the laws of Bermuda as an exempted company solely for the purpose of effectuating the Business Combination, which was consummated on March 17, 2020, at which time we became a public company.
History and Development of the Company General International General Insurance Holdings Ltd. was incorporated on October 28, 2019 under the laws of Bermuda as an exempted company solely for the purpose of effectuating the Business Combination (as defined below), which was consummated on March 17, 2020, at which time we became a public company.
An officer in relation to a registered insurer means a director, chief executive or senior executive performing duties of underwriting, actuarial, risk management, compliance, internal audit, finance or investment matters. Notification of Cyber Reporting Events.
An officer in relation to a registered insurer or parent company of an insurance group means a director, chief executive or senior executive performing duties of underwriting, actuarial, risk management, compliance, internal audit, finance or investment matters. Notification of Cyber Reporting Events.
Litigation and Arbitration There are no governmental, legal or arbitration proceedings to which we are a party which are expected to have a material effect on our financial position or profitability (including any such proceedings which are pending or threatened or which we are aware of), except as stated below.
Litigation and Arbitration There are no governmental, legal or arbitration proceedings to which we are a party which are expected to have a material effect on our financial position or profitability (including any such proceedings which are pending or threatened or which we are aware of).
The statutory financial statements do not form a part of the public records maintained by the BMA but the GAAP financial statements are available for public inspection. Declaration of Compliance.
The statutory financial statements do not form a part of the public records maintained by the BMA but the GAAP financial statements are available for public inspection. 65 Table of contents Declaration of Compliance.
Our Specialty Long-tail segment includes (a) our professional lines (non-U.S.) business, which includes our professional indemnity, directors and officers, legal expenses and other casualty lines of business, (b) our financial institutions line of business, (c) our marine liability line of business and (d) our inherent defects insurance line of business.
Our Specialty Long-tail segment includes (a) our professional lines (non-U.S.) business, which includes our professional indemnity, directors and officers, legal expenses and other casualty lines of business, (b) our financial institutions line of business and (c) our marine liability line of business.
Our construction and engineering line of business provides coverage with respect to construction all risks (CAR), civil engineering completed risks (CECR), machinery breakdown and business interruption (MB/BI), erection all risks (EAR) and contractors’ plant and equipment (CPE/CPM). We focus our construction & engineering portfolio on construction all risks and erection all risks.
Our construction and engineering line of business provides coverage with respect to construction all risks (CAR), civil engineering completed risks (CECR), machinery breakdown and business interruption (MB/BI), erection all risks (EAR) and contractors’ plant and equipment (CPE/CPM).
The Labuan Branch obtained the approval of the Labuan Financial Services Authority to engage the Labuan Financial Services Authority’s Shariah Supervisory Council as its internal Shariah advisory board, which is permitted under the Directive on Islamic Financial Business in the Labuan International Offshore Financial Center.
IGI Labuan obtained the approval of the Labuan FSA to engage the Labuan Financial Services Authority’s Shariah Supervisory Council as its internal Shariah advisory board, which is permitted under the Directive on Islamic Financial Business in the Labuan International Offshore Financial Center.
We cover cargo for physical loss or damage while in transit by air, land or sea for importers, exporters and manufacturers. We have a worldwide focus for our marine cargo portfolio. Contingency Our contingency line of business represented approximately 2.9% and 1.6% of our gross written premium for the years ended December 31, 2023 and 2022, respectively.
We cover cargo for physical loss or damage while in transit by air, land or sea for importers, exporters and manufacturers. We have a worldwide focus for our marine cargo portfolio. Contingency Our contingency line of business represented approximately 3.7% and 2.9% of our gross written premium for the years ended December 31, 2024 and 2023, respectively.
Before issuing a notice of objection, the BMA is required to serve upon the person concerned a preliminary written notice stating the BMA’s intention to issue formal notice of objection.
Before 71 Table of contents issuing a notice of objection, the BMA is required to serve upon the person concerned a preliminary written notice stating the BMA’s intention to issue formal notice of objection.
The following charts show the percentage breakdown of net reported case reserves and IBNR including ULAE reserves as of December 31, 2023 and 2022: The reserving committee is responsible to the board of directors for the governance of the reserving process and for the recommendation of the quantum of claims reserves to be booked.
The following charts show the percentage breakdown of net reported case reserves and IBNR including ULAE reserves as of December 31, 2024 and 2023: 60 Table of contents The reserving committee is responsible to the board of directors for the governance of the reserving process and for the recommendation of the quantum of claims reserves to be booked.
Marine Liability Our marine liability line of business represented approximately 0.8% and 0.5% of our GWP for the years ended December 31, 2023 and 2022, respectively. Our marine liability portfolio covers third-party liabilities related to marine risks, including ship repairer’s liability, ship owner’s protection and indemnity, Wharfinger’s liability, Stevedore’s liability, Charterer’s liability and port and terminal excess liability.
Marine Liability Our marine liability line of business represented approximately 0.8% and 0.8% of our GWP for the years ended December 31, 2024 and 2023, respectively. 53 Table of contents Our marine liability portfolio covers third-party liabilities related to marine risks, including ship repairer’s liability, ship owner’s protection and indemnity, Wharfinger’s liability, Stevedore’s liability, Charterer’s liability and port and terminal excess liability.
A Class 3B insurer must appoint an independent auditor who will audit and report on the insurer’s GAAP financial statements and statutory financial statements, each of which are required to be filed annually with the BMA. The auditor must be approved by the BMA as the independent auditor of the insurer.
A Class 3B insurer must appoint an independent auditor who will audit and report on the insurer’s GAAP financial statements and statutory financial statements, each of which are required to be filed annually with the BMA. An insurance group must appoint an independent auditor who will audit the financial statements of the group.
IGI UK’s draft financial statements for the year ended December 31, 2023 also reflect the foregoing capital adequacy and solvency margin requirements, as well as IGI UK’s actual statutory capital surplus, which exceeded the PRA’s requirements by 76%. Dubai International Financial Centre (“DIFC”) IGI, our wholly owned subsidiary, is currently organized under the laws of the DIFC.
IGI UK’s draft financial statements for the year ended December 31, 2024 also reflect the foregoing capital adequacy and solvency margin requirements, as well as IGI UK’s actual statutory capital surplus, which exceeded Solvency II regulatory requirements by 49%. Dubai International Financial Centre (“DIFC”) IGI Dubai, our wholly owned subsidiary, is currently organized under the laws of the DIFC.
In addition, our reinsurance coverage is highly tailored according to the underlying exposure. Scalable technology-enabled operating platform Operating a technology-enabled platform utilizing a “hub-approach” of maintaining a single profit center in Amman, Jordan has enabled us to optimize our cost base by offering cost-efficient central services.
In addition, our reinsurance coverage is highly tailored according to the underlying exposure. Scalable technology-enabled operating platform Operating a technology-enabled platform utilizing a “hub-approach” of maintaining an operational headquarters in Amman, Jordan has enabled us to optimize our cost base by offering cost-efficient central services.
We have expanded our gross written premium (“GWP”) from $467 million for the year ended December 31, 2020 (the year we became a public company) to $689 million for the year ended December 31, 2023, resulting in a compound annual growth rate (CAGR) of 13.8%, while delivering a consistently strong underwriting performance which is demonstrated by an average combined ratio of 82.7% over the same time period.
We have expanded our gross written premium (“GWP”) from $467.3 million for the year ended December 31, 2020 (the year we became a public company) to $700.1 million for the year ended December 31, 2024, resulting in a compound annual growth rate (CAGR) of 8.4%, while delivering a consistently strong underwriting performance which is demonstrated by an average combined ratio of 82.1% over the same time period.
A Class 3B insurer is prohibited from declaring or paying a dividend if it is in breach of its MSM, ECR or minimum liquidity ratio or if the declaration or payment of such dividend would cause such a breach.
Restrictions on Dividends and Distributions. A Class 3B insurer is prohibited from declaring or paying a dividend if it is in breach of its MSM, ECR or minimum liquidity ratio or if the declaration or payment of such dividend would cause such a breach.

… 185 more changes not shown on this page.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

177 edited+36 added−31 removed104 unchanged
Biggest changeGAAP. 86 Results of Operations — Consolidated The following table summarizes IGI’s consolidated statement of income for the years indicated: Year Ended December 31 2023 2022 2021 ($) in millions Gross written premiums 688.7 582.0 537.2 Ceded written premiums (191.5 ) (189.2 ) (157.9 ) Net written premiums 497.2 392.8 379.3 Net change in unearned premiums (50.0 ) (16.4 ) (42.7 ) Net premiums earned 447.2 376.4 336.6 Investment Income 40.4 20.9 14.5 Net realized gain (loss) on investments 6.7 (0.7 ) 0.3 Net unrealized gain (loss) on investments 2.7 (5.5 ) (3.7 ) Change in allowance for expected credit losses on investments 0.4 (0.3 ) (0.1 ) Change in fair value of derivative financial liabilities (27.3 ) 4.6 0.7 Other revenues 1.9 2.4 2.1 Total revenues 472.0 397.8 350.4 Expenses Net loss and loss adjustment expenses (189.1 ) (157.6 ) (173.0 ) Net policy acquisition expenses (75.0 ) (70.2 ) (59.6 ) General and administrative expenses (78.9 ) (67.2 ) (58.2 ) Change in allowance for expected credit losses on receivables (2.5 ) (3.2 ) (3.3 ) Other expenses (5.6 ) (4.0 ) (4.3 ) Net foreign exchange gain (loss) 5.1 (3.5 ) (3.4 ) Total expenses (346.0 ) (305.7 ) (301.8 ) Income before income taxes 126.0 92.1 48.6 Income tax expense (7.8 ) (2.9 ) (1.8 ) Net income 118.2 89.2 46.8 Basic earnings per share attributable to equity holders $ 2.58 1.85 0.98 Diluted earnings per share attributable to equity holders $ 2.55 1.84 0.98 Year ended December 31, 2023 compared to year ended December 31, 2022 (Consolidated) Year Ended December 31 2023 2022 ($) in millions Gross written premiums 688.7 582.0 Ceded written premiums (191.5 ) (189.2 ) Net written premiums 497.2 392.8 Net change in unearned premiums (50.0 ) (16.4 ) Net premiums earned 447.2 376.4 Investment income 40.4 20.9 Net realized gain (loss) on investments 6.7 (0.7 ) Net unrealized gain (loss) on investments 2.7 (5.5 ) Change in allowance for expected credit losses on investments 0.4 (0.3 ) Change in fair value of derivative financial liabilities (27.3 ) 4.6 Other revenues 1.9 2.4 Total revenues 472.0 397.8 Expenses Net loss and loss adjustment expenses (189.1 ) (157.6 ) Net policy acquisition expenses (75.0 ) (70.2 ) General and administrative expenses (78.9 ) (67.2 ) Change in allowance for expected credit losses on receivables (2.5 ) (3.2 ) Other expenses (5.6 ) (4.0 ) Net foreign exchange gain (loss) 5.1 (3.5 ) Total expenses (346.0 ) (305.7 ) Income before income taxes 126.0 92.1 Income tax expense (7.8 ) (2.9 ) Net Income 118.2 89.2 Basic earnings per share attributable to equity holders $ 2.58 1.85 Diluted earnings per share attributable to equity holders $ 2.55 1.84 87 Gross written premiums Gross written premiums increased 18.3% from $582.0 million in 2022 to $688.7 million in 2023.
Biggest changeThe discussion includes presentations of IGI’s results on a consolidated basis and on a segment-by-segment basis. 85 Table of contents Results of Operations — Consolidated The following table summarizes IGI’s consolidated statement of income for the years indicated: Year Ended December 31 2024 2023 2022 ($) in millions, except per share information Gross written premiums $ 700.1 $ 688.7 $ 582.0 Ceded written premiums (210.6) (191.5) (189.2) Net written premiums 489.5 497.2 392.8 Net change in unearned premiums (6.4) (50.0) (16.4) Net premiums earned 483.1 447.2 376.4 Investment income 51.9 40.4 20.9 Net realized gain (loss) on investments 0.6 6.7 (0.7) Net unrealized gain (loss) on investments 1.4 2.7 (5.5) Change in allowance for expected credit losses on investments — 0.4 (0.3) Other revenues 2.0 1.9 2.4 Total revenues 539.0 499.3 393.2 Expenses Net loss and loss adjustment expenses (216.1) (189.1) (157.6) Net policy acquisition expenses (79.5) (75.0) (70.2) General and administrative expenses (90.4) (78.9) (67.2) Change in allowance for expected credit losses on receivables (1.5) (2.5) (3.2) Change in fair value of derivative financial liabilities (4.9) (27.3) 4.6 Other expenses (6.1) (5.6) (4.0) Net foreign exchange (loss) gain (8.1) 5.1 (3.5) Total expenses (406.6) (373.3) (301.1) Income before tax 132.4 126.0 92.1 Income tax credit (expense) 2.8 (7.8) (2.9) Net income $ 135.2 $ 118.2 $ 89.2 Basic earnings per share attributable to equity holders $ 3.01 $ 2.58 $ 1.85 Diluted earnings per share attributable to equity holders $ 2.98 $ 2.55 $ 1.84 Gross written premiums Gross written premiums increased 1.7% from $688.7 million in 2023 to $700.1 million in 2024.
Net change in unearned premiums Net change in unearned premiums increased more than two-fold from expense of $16.4 million in 2022 to expense of $50.0 million in 2023. The increase in net change in unearned premiums of $33.6 million was due to the increase in net written premiums in our short-tail segment and our reinsurance segment.
Net change in unearned premiums increased more than two-fold from expense of $16.4 million in 2022 to expense of $50.0 million in 2023. The increase in net change in unearned premiums of $33.6 million was due to the increase in net written premiums in our short-tail segment and our reinsurance segment.
Change in fair value of derivative financial liabilities Change in fair value of derivative financial liabilities decreased from a gain of $4.6 million in 2022 to a loss of $27.3 million in 2023.
Change in fair value of derivative financial liabilities decreased from a gain of $4.6 million in 2022 to a loss of $27.3 million in 2023.
The short-tail segment loss ratio decreased by 11.0 percentage points to 39.4% for the year ended December 31, 2023 as compared to 50.4% during the year ended December 31, 2022. The decrease in the ratio was mainly driven by higher net premiums earned on a comparative basis.
The short-tail segment loss ratio decreased by 11.0 percentage points to 39.4% for the year ended December 31, 2023 as compared to 50.4% during the year ended December 31, 2022. The decrease in the loss ratio was mainly driven by higher net premiums earned on a comparative basis.
Net change in unearned premiums Net change in unearned premiums in the reinsurance segment increased from an expense of $1.2 million in 2022 to an expense of $7.9 million in 2023. This increase was in line with the increase in net written premiums recorded in this segment on a comparative basis.
Net change in unearned premiums in the reinsurance segment increased from an expense of $1.2 million in 2022 to an expense of $7.9 million in 2023. This increase was in line with the increase in net written premiums recorded in this segment on a comparative basis.
Net cash flows used in financing activities Net cash flows used in financing activities increased from a net cash outflow of $12.5 million for the year ended December 31, 2022 to a net cash outflow of $49.1 million for the year ended December 31, 2023.
Net cash flows used in financing activities increased from a net cash outflow of $12.5 million for the year ended December 31, 2022 to a net cash outflow of $49.1 million for the year ended December 31, 2023.
The adequacy of the Company’s Own Funds to meet the SCR is monitored on an ongoing basis and particularly in the event of an anticipated or actual material impairment in the level of Own Funds.
The adequacy of the Company’s Own Funds to meet the SCR is monitored on an ongoing basis and particularly in the event of an anticipated or actual material impairment in the level of Own Funds.
Except where specific reference to the costs associated with claims settlement is made, the term “claim” and “loss” are used interchangeably. ● The availability of replacement parts, skilled labor, access to the loss site and the speed at which repairs can be undertaken many not be known for some time and may be subject to change. ● It may be many years before the occurrence of a loss becomes known. ● Where claims take a long time to settle new information, changes in circumstances, legal decisions, rates of exchange and economic conditions (particularly claims inflation) may affect the value and validity of claims made.
Except where specific reference to the costs associated with claims settlement is made, the term “claim” and “loss” are used interchangeably. • The availability of replacement parts, skilled labor, access to the loss site and the speed at which repairs can be undertaken may not be known for some time and may be subject to change. • It may be many years before the occurrence of a loss becomes known. • Where claims take a long time to settle, new information, changes in circumstances, legal decisions, rates of exchange and economic conditions (particularly claims inflation) may affect the value and validity of claims made.
Allowance for Expected Credit Losses - Fixed Maturity Available-For-Sale Securities Fixed maturity available-for-sale securities are reported at fair value at the balance sheet date and are presented net of an allowance for expected credit losses. A fixed maturity available-for-sale security is impaired if the fair value of the investment is below amortized cost.
Allowance for Expected Credit Losses - Fixed Maturity Securities Available-For-Sale Fixed maturity securities available-for-sale are reported at fair value at the balance sheet date and are presented net of an allowance for expected credit losses. A fixed maturity security available-for-sale is impaired if the fair value of the investment is below amortized cost.
For fixed maturity securities, the evaluation for a credit loss is generally based on the present value of expected cash flows of the security as compared to the amortized cost. On a quarterly basis, the Group evaluates all fixed maturity available-for-sale securities for impairment losses.
For fixed maturity securities, the evaluation for a credit loss is generally based on the present value of expected cash flows of the security as compared to the amortized cost. On a quarterly basis, the Group evaluates all fixed maturity securities available-for-sale for impairment losses.
Details regarding our processes for the identification of impairments of fixed maturity available-for-sale securities and the recognition of the related impairment losses are disclosed in Note 2(a) to the Consolidated Financial Statements in Item 18 of this report.
Details regarding our processes for the identification of impairments of fixed maturity securities available-for-sale and the recognition of the related impairment losses are disclosed in Note 2(a) to the Consolidated Financial Statements in Item 18 of this report.
For example: ● At the time of loss information available regarding the circumstances and the extent of a loss may not be fully known. ● It may not be clear whether the circumstances of a loss are covered. ● If a legal decision is required to resolve coverage this may take many years. 106 ● The actions the insured takes to remediate the loss may affect the eventual loss amount (favorably or unfavorably). ● For this purpose, the term “loss” refers to a claim and the direct costs associated with claims settlement.
For example: • At the time of loss information available regarding the circumstances and the extent of a loss may not be fully known. • It may not be clear whether the circumstances of a loss are covered. • If a legal decision is required to resolve coverage this may take many years. • The actions the insured takes to remediate the loss may affect the eventual loss amount (favorably or unfavorably). • For this purpose, the term “loss” refers to a claim and the direct costs associated with claims settlement.
Our underwriting strategy is supplemented by a comprehensive risk transfer program with reinsurance coverage from highly-rated reinsurers that we believe lowers our volatility of earnings and provides appropriate levels of protection in the event of a major loss event. 83 We conduct our worldwide operations through three reportable segments under U.S. GAAP segment reporting: specialty long-tail, specialty short-tail and reinsurance.
Our underwriting strategy is supplemented by a comprehensive risk transfer program with reinsurance coverage from highly-rated reinsurers that we believe lowers our volatility of earnings and provides appropriate levels of protection in the event of a major loss event. We conduct our worldwide operations through three reportable segments under U.S. GAAP segment reporting: specialty long-tail, specialty short-tail and reinsurance.
The Standard Formula SCR and associated Solvency II Own Funds are recalculated at least quarterly and at other times in response to an actual or projected material change in the risk profile and the results reported in full to the Audit, Risk and Compliance Committee of the UK Board in addition to being communicated to the IGI Bermuda and IGI Holdings Boards.
The Standard Formula SCR and associated Solvency II Own Funds are recalculated at least quarterly and at other times in response to an actual or projected material change in the risk profile and the results reported in full to the Audit, Risk and Compliance Committee of the UK board in addition to being communicated to the IGI Bermuda and IGI boards.
The earnout shares issued to former shareholders of IGI and Tiberius are accounted for as a derivative financial liability because the earnout triggering events that determine the number of earnout shares to be vested include multiple settlement alternatives and events that are not solely indexed to the common shares of the Company.
Derivative Financial Liabilities The earnout shares issued to former shareholders of IGI and Tiberius are accounted for as a derivative financial liability because the earnout triggering events that determine the number of earnout shares to be vested include multiple settlement alternatives and events that are not solely indexed to the common shares of the Company.
Amounts deemed to be uncollectible, including amounts due from known insolvent reinsurers, are written off against the allowance. Changes in the allowance, as well as any subsequent collections of amounts previously written off, are reported as part of “Change in allowance for expected credit losses on receivables”. 116
Amounts deemed to be uncollectible, including amounts due from known insolvent reinsurers, are written off against the allowance. Changes in the allowance, as well as any subsequent collections of amounts previously written off, are reported as part of “Change in allowance for expected credit losses on receivables”.
Unearned reinsurance premiums are deferred over the term of the underlying direct insurance policies for risk-attaching contracts and over the term of the reinsurance contract for losses-occurring contracts. 84 Investment income Investment income is comprised of interest and dividend income, net of investment custodian fees and other investment expenses.
Unearned reinsurance premiums are deferred over the term of the underlying direct insurance policies for risk-attaching contracts and over the term of the reinsurance contract for losses-occurring contracts. Investment income Investment income is comprised of interest and dividend income, net of investment custodian fees and other investment expenses.
This was primarily due to the increase in current year accident year losses by $14.0 million on a comparative basis, which also included a higher level of catastrophe losses, mainly related to the Turkey earthquake in 2023.
This was primarily due to the increase in current year accident year losses of $14.0 million on a comparative basis, which also included a higher level of catastrophe losses, mainly related to the Turkey earthquake in 2023.
This was primarily due to a positive movement on the term deposits and short-term investments combined, which was offset by higher purchases of fixed maturity securities, available-for-sale, equity securities and other investments.
This was primarily due to positive movement on the term deposits and short-term investments combined, which was offset by higher purchases of fixed maturity securities available-for-sale, equity securities and other investments.
The reserve strengthening will give rise to a charge against profits during that reporting year, reducing the profit for that year, possibly giving rise to an overall loss. Reserve release has the opposite effect. The table below indicates that during each of the years ended December 31, 2023, 2022 and 2021, IGI has recorded reserving releases (item (C)).
The reserve strengthening will give rise to a charge against profits during that reporting year, reducing the profit for that year, possibly giving rise to an overall loss. Reserve release has the opposite effect. The table below indicates that during each of the years ended December 31, 2024, 2023 and 2022, IGI has recorded reserving releases (item (C)).
Research and Development, Patents and Licenses, etc. We had no significant research and development policies or activities for the years ended December 31, 2023, 2022 and 2021. We do not have any patents or licenses that are material for conducting our business, except as described in this annual report. D.
Research and Development, Patents and Licenses, etc. We had no significant research and development policies or activities for the years ended December 31, 2024, 2023 and 2022. We do not have any patents or licenses that are material for conducting our business, except as described in this annual report. D.
This Quota Share Treaty covers professional indemnity, director and officers, financial institutions and warranty and indemnity business written or controlled by our London office underwriters. ● Other reinsurance — Depending on the operating unit, we purchase specific additional reinsurance to supplement the above programs.
This Quota Share Treaty covers professional indemnity, directors and officers, financial institutions and warranty and indemnity business written or controlled by our London office underwriters. • Other reinsurance — Depending on the operating unit, we purchase specific additional reinsurance to supplement the above programs.
The following is a summary of significant property reinsurance treaties in effect as of July 1, 2023. Our per risk reinsurance covers losses in respect of property and engineering from an entry point of $10.0 million up to $50.0 million PML.
The following is a summary of significant property reinsurance treaties in effect as of July 1, 2024. Our per risk reinsurance covers losses in respect of property and engineering from an entry point of $10.0 million up to $50.0 million PML.
We underwrite a diversified portfolio of specialty risks including energy, property, construction and engineering, ports and terminals, general aviation, political violence, professional lines (non-U.S.), financial institutions, marine and treaty reinsurance. Our size affords us the ability to be nimble and seek out profitable niches that can generate attractive underwriting results.
We underwrite a diversified portfolio of specialty risks including energy, property, construction and 82 Table of contents engineering, ports and terminals, general aviation, political violence, professional lines (non-U.S.), financial institutions, marine and treaty reinsurance. Our size affords us the ability to be nimble and seek out profitable niches that can generate attractive underwriting results.
Our catastrophe reinsurance purchase is $75.0 million with a reinstatable limit above an entry point of $15.0 million. ● We purchase offshore energy reinsurance to reduce our exposure to large losses. As of July 1, 2023, our maximum platform exposure was $75.0 million.
Our catastrophe reinsurance purchase is $75.0 million with a reinstatable limit above an entry point of $15.0 million. • We purchase offshore energy reinsurance to reduce our exposure to large losses. As of July 1, 2024, our maximum platform exposure was $75.0 million.
We purchase securities that we believe are attractive on a relative value basis and seek to generate returns in excess of predetermined benchmarks. Our investment strategy has historically been established by our investment team and has historically been approved by our board of directors. The strategy is comprised of high-level objectives and prescribed investment guidelines which govern asset allocation.
We purchase securities that we believe are attractive on a relative value basis and seek to generate returns in excess of predetermined benchmarks. Our investment strategy is established by our investment committee and has been approved by our board of directors. The strategy is comprised of high-level objectives and prescribed investment guidelines which govern asset allocation.
Best”) reaffirmed the ratings of our insurance subsidiaries (IGI Bermuda, IGI UK and IGI Europe) with an “A” (Excellent)/Stable. This rating reflects A.M. Best’s view of our financial strength, underwriting performance and ability to meet obligations to policyholders. In November 2022 and November 2023, A.M. Best reaffirmed our rating with an “A” (Excellent)/Stable.
Best reaffirmed the ratings of our insurance subsidiaries (IGI Bermuda, IGI UK and IGI Europe) with an “A” (Excellent)/Stable. This rating reflects A.M. Best’s view of our financial strength, underwriting performance and ability to meet obligations to policyholders. In November 2023 and November 2024, A.M. Best reaffirmed our rating with an “A” (Excellent)/Stable.
As such, we structure our managed cash and investment portfolio to support policyholder reserves and contingent risk exposures with a liquid portfolio of high quality fixed-income investments with a comparable duration profile. In 2023, we managed most of our investment portfolio in-house, with the exception of approximately $21.8 million which was managed by a third-party investment advisor.
As such, we structure our managed cash and investment portfolio to support policyholder reserves and contingent risk exposures with a liquid portfolio of high quality fixed-income investments with a comparable duration profile. In 2024, we managed most of our investment portfolio in-house, with the exception of approximately $23.8 million which was managed by a third-party investment advisor.
This calculation involves: ● For premiums: Estimating the premium that would be charged for the same group of risks (to the extent that sufficient information and time allows this will consider real rate changes, changes in the mix of business, line sizes, attachment points and limits). 109 ● For claims: Modifying past claims amounts for claims inflation, changes in coverage, line size and limits (to the extent that sufficient information and time allows this will consider claims inflation, changes in the mix of business, line sizes, attachment points and limits).
This calculation involves: • For premiums: Estimating the premium that would be charged for the same group of risks (to the extent that sufficient information and time allows this will consider real rate changes, changes in the mix of business, line sizes, attachment points and limits). 108 Table of contents • For claims: Modifying past claims amounts for claims inflation, changes in coverage, line size and limits (to the extent that sufficient information and time allows this will consider claims inflation, changes in the mix of business, line sizes, attachment points and limits).
This was primarily due to a $19.4 million increase in interest income which was attributable to the rise in interest rates compared to the same period of 2022 along with a greater amount of funds invested in fixed maturity securities.
This was primarily due to a $19.4 million increase in interest income which was attributable to the rise in interest rates compared to the same period of 2022 along with a greater amount of funds invested in fixed maturity securities available-for-sale.
Estimates and assumptions relating to reserves for net loss and loss adjustment expenses are based on complex and subjective judgments, often including the interplay of specific uncertainties with related accounting and actuarial measurements. Such estimates are susceptible to change.
Estimates and assumptions relating to reserves for net loss 105 Table of contents and loss adjustment expenses are based on complex and subjective judgments, often including the interplay of specific uncertainties with related accounting and actuarial measurements. Such estimates are susceptible to change.
Our offshore reinsurance protection has an entry point of $15.0 million and provides coverage up to a further $82.5 million covering an element of “clash coverage” for a moveable risk relating to a fixed platform.
Our offshore reinsurance protection has an entry point of 104 Table of contents $15.0 million and provides coverage up to a further $82.5 million covering an element of “clash coverage” for a moveable risk relating to a fixed platform.
Net policy acquisition expenses are net of ceding commissions received on business ceded under certain reinsurance contracts. 85 General and administrative expenses General and administrative expenses is comprised of human resources expenses, business promotion, travel and entertainment expenses, statutory, advisory and rating expenses, information technology and software expenses, office operation expenses, depreciation and amortization, bank charges and board of directors’ expenses.
Net policy acquisition expenses are net of ceding commissions received on business ceded under certain reinsurance contracts. 84 Table of contents General and administrative expenses General and administrative expenses is comprised of human resources expenses, business promotion, travel and entertainment expenses, statutory, advisory and rating expenses, information technology and software expenses, office operation expenses, depreciation and amortization, bank charges and board of directors’ expenses.
The Solvency II measure of required capital, the SCR, is calibrated using the Value at Risk (VaR) of the basic own funds of an insurance or reinsurance undertaking subject to a confidence level of 99.5% over a one-year period, with a minimum of €3.7 million.
The Solvency II measure of required capital, the SCR, is calibrated using the Value at Risk (VaR) of the basic own funds of an insurance or reinsurance undertaking subject to a confidence level of 99.5% over a one-year period, with a 100 Table of contents minimum of £3.5 million.
Conversely, when the reinsurance markets are less attractive, we will seek to retain a greater portion of the premiums we write. Our reinsurance purchasing strategy impacts our financial results as our net premiums may increase or decrease depending on our reinsurance program. We buy our casualty reinsurance on a “risk attaching” basis.
Conversely, when the reinsurance markets are less attractive, we will seek to retain a greater portion of the premiums we write. Our reinsurance purchasing strategy impacts our financial results as our net premiums may increase or decrease depending on our reinsurance program. We buy our professional and financial lines reinsurance on a “risk attaching” basis.
Our overall capital requirements are based on regulatory capital adequacy and solvency margins and ratios imposed by the BMA and by the FCA and the PRA in the United Kingdom. In addition, we set our own internal capital policies.
Our overall capital requirements are based on regulatory capital adequacy and solvency margins and ratios imposed by the BMA in Bermuda, by the FCA and the PRA in the United Kingdom, and by the MFSA in Malta. In addition, we set our own internal capital policies.
We also take into account the projected impact of inflation on the likely actions of central banks in the setting of short-term interest rates and consequent effects on the yields and prices of fixed interest securities.
We also take into account the projected impact of inflation on the likely actions of central banks in the setting of short-term interest 112 Table of contents rates and consequent effects on the yields and prices of fixed interest securities.
The Solvency II measure of required capital, the SCR, is calibrated using the Value at Risk (VaR) of the basic own funds of an insurance or reinsurance undertaking subject to a confidence level of 99.5% over a one-year period, with a minimum of €3.7 million.
The Solvency II measure of required capital, the SCR, is calibrated using the Value at Risk (VaR) of the basic own funds of an insurance or reinsurance undertaking subject to a confidence level of 99.5% over a one-year period, with a minimum of €4.0 million.
The reserves resulting from the changes in the assumptions are not additive and should be considered separately. The following tables vary the assumptions employed therein independently. In addition, the tables below do not adjust any parameters other than the ones described above.
The reserves resulting from the changes in the assumptions are not additive and should be considered 113 Table of contents separately. The following tables vary the assumptions employed therein independently. In addition, the tables below do not adjust any parameters other than the ones described above.
Net realized gain (loss) on investments Net realized gain (loss) on investments reflects a net gain of $6.7 million in 2023 compared to a net loss of $0.7 million in 2022. This change was primarily due to a realized gain on the sale of equity securities benefiting from positive market conditions .
Net realized gain on investments Net realized gain on investments reflects a net gain of $0.6 million in 2024 compared to a net gain of $6.7 million in 2023. This change was primarily due to a higher realized gain on the sale of equity securities benefiting from positive market conditions in 2023 .
Assumptions for future inflation have been updated to reflect an increase in the costs of goods and some services and an anticipated knock-on change in wage-related costs. The decrease in ultimate losses is however driven by consistent favorable claims experience. Reserve releases/strengthening.
Where appropriate, assumptions for future inflation have been updated to reflect an increase in the costs of goods and some services and an anticipated knock-on change in wage-related costs. The decrease in ultimate losses is however driven by consistent favorable claims experience.
Ceded written premiums Ceded written premiums increased 1.2% from $189.2 million in 2022 to $191.5 million in 2023. The increase in ceded written premiums was due to the increase in gross written premiums, offset by a 10.7% decrease in facultative reinsurance purchases within the short-tail segment.
This increase was primarily due to higher facultative reinsurance purchases recorded under the short-tail segment. Ceded written premiums increased 1.2% from $189.2 million in 2022 to $191.5 million in 2023. The increase in ceded written premiums was due to the increase in gross written premiums, offset by a 10.7% decrease in facultative reinsurance purchases within the short-tail segment.
In addition to presenting net income for the period determined in accordance with U.S.
In addition to presenting net income for the year determined in accordance with U.S.
($) in millions Initial 1+ 2+ 3+ 4+ 5+ 6+ 7+ 8+ 9+ 10+ Net Premiums Earned 2013 123.6 121.7 120.6 117.1 109.5 107.7 107.6 107.3 107.1 105.6 105.5 180.6 2014 115.9 90.1 79.2 73.3 70.1 66.8 65.6 65.5 66.4 66.6 189.5 2015 92.9 87 79.8 75.3 73.1 72.6 71.9 72.4 72.4 155.8 2016 98.8 94.1 90.1 85.4 89.2 89.2 89.8 89.1 157.9 2017 110.3 117.2 116.4 113.9 112.0 111.8 109.6 146.7 2018 94.3 105 108.5 113.0 103.1 110.7 183.3 2019 124.4 115.7 100.1 107.0 105.3 215.5 2020 157.8 155.6 145.9 150.8 283.5 2021 193.8 162.9 142.3 336.6 2022 199.5 172.2 376.4 2023 228.4 447.2 For additional information about our reserves and reserves development, see Note 6 to IGI’s consolidated financial statements included elsewhere in this annual report.
($) in millions Initial 1+ 2+ 3+ 4+ 5+ 6+ 7+ 8+ 9+ 10+ Net Premiums Earned 2014 $ 115.9 $ 90.1 $ 79.2 $ 73.3 $ 70.1 $ 66.8 $ 65.6 $ 65.5 $ 66.4 $ 66.6 $ 67.8 $ 189.5 2015 92.9 87.0 79.8 75.3 73.1 72.6 71.9 72.4 72.4 72.3 155.8 2016 98.8 94 90.1 85.4 89.2 89.2 89.8 89.1 88.6 157.9 2017 110.3 117.2 116.4 113.9 112.0 111.8 109.6 108.6 146.7 2018 94.3 105.0 108.5 113.0 103.1 110.7 103.8 183.3 2019 124.4 116 100.1 107.0 105.3 104.1 215.5 2020 157.8 155.6 145.9 150.8 181.5 283.5 2021 193.8 162.9 142.3 139.4 345.2 2022 199.6 172.2 164.1 376.4 2023 228.4 180.3 447.2 2024 253.3 483.1 For additional information about our reserves and reserves development, see Note 6 to IGI’s consolidated financial statements included elsewhere in this annual report.
Aggregate Bond Index and the dividend returns for the S&P 500 ® Index: As of December 31 2023 2022 2021 % Barclays US Aggregate Bond Index 3.1 2.7 2.4 S&P 500 ® Index (dividend return) 1.5 1.7 1.3 The cost or amortized cost and carrying value of our fixed-maturity investments as of December 31, 2023 is presented below by contractual maturity.
Aggregate Bond Index and the dividend returns for the S&P 500 ® Index: As of December 31 2024 2023 2022 % Barclays US Aggregate Bond Index 2.9 3.1 2.7 S&P 500 ® Index (dividend return) 1.3 1.5 1.7 The cost and carrying value of our fixed-maturity investments as of December 31, 2024 is presented below by contractual maturity.
The increase was primarily due to increased quota share reinsurance purchases in the professional lines and financial institutions line of business, in addition to increased non-proportional reinsurance purchases in the professional lines. Ceded written premiums in the specialty long-tail segment increased from $56.7 million in 2021 to $65.6 million in 2022.
Ceded written premiums in the specialty long-tail segment increased from $65.6 million in 2022 to $73.9 million in 2023. The increase was primarily due to increased quota share reinsurance purchases in the professional lines and financial institutions line of business, in addition to increased non-proportional reinsurance purchases in the professional lines.
The following table provides a reconciliation of the beginning of year and end of year reserves for the financial years 2021 to 2023 and demonstrates the reserve surplus and deficiencies recognized over this year.
The following table provides a reconciliation of the beginning of year and end of year reserves for the financial years 2022 to 2024 and demonstrates the reserve surplus and deficiencies recognized over this year.
As of December 31, 2023, we had $1.8 million of letters of credit outstanding to the order of reinsurance companies for collateralizing insurance contract liabilities in accordance with reinsurance arrangements. As of December 31, 2022, we had $2.9 million of letters of credit.
As of December 31, 2024, we had $5.1 million of letters of credit outstanding to the order of reinsurance companies for collateralizing insurance contract liabilities in accordance with reinsurance arrangements. As of December 31, 2023, we had $1.8 million of letters of credit.
The cash outflow from financing activities for the year ended December 31, 2023 primarily represented a cash payment for the repurchase of common shares of $31.1 million and cash payment for the repurchase and redemption of warrants of $16.3 million.
The cash outflow from financing activities for the year ended December 31, 2023 primarily represented a cash payment for the repurchase of common shares of $31.1 million and cash payment for the repurchase and redemption of warrants of $16.3 million. Ratings In November 2021, A.M.
The increase in gross written premiums was the result of new business generated across most of the lines in our short-tail segment and our reinsurance segment, supported by the increase in overall premium renewal rates in these segments and benefitting from sustained hard market conditions in many of our reinsurance and short-tail lines.
The increase in gross written premiums was the result of new business generated across most of the lines in our short-tail segment and our reinsurance segment, supported by the increase in overall premium renewal rates in the reinsurance segment which benefited from sustained hard market conditions.
Liquidity and Capital Resources Our principal sources of capital are equity and external reinsurance. The principal sources of funds for our operations are insurance and reinsurance premiums and investment returns. The principal uses of our funds are to pay claims benefits, related expenses, other operating costs and dividends to shareholders. We have not historically incurred debt.
Liquidity and Capital Resources Our principal sources of capital are equity and external reinsurance. The principal sources of funds for our operations are insurance and reinsurance premiums and investment returns. The principal uses of our funds are to pay claims benefits, related expenses, other operating costs and dividends to shareholders.
The following table shows credit ratings of our top 5 reinsurers as of December 31, 2023, and the unpaid and paid reinsurance recoverable from such reinsurers as of both December 31, 2023 and December 31, 2022 (dollars in millions): Reinsurer rating Percentage of total reinsurance recoverables Reinsurance Recoverable at December 31, 2023 Reinsurance Recoverable at December 31, 2022 B++ 19.3% $ 43.1 $ 23.4 A+ 15.7% $ 35.0 $ 31.8 A++ 6.1% $ 13.7 $ 12.5 A+ 5.9% $ 13.1 $ 8.4 A 5.0% $ 11.2 $ 9.9 Total $ 116.1 $ 86.0 Reserves To recognize liabilities for unpaid loss and loss adjustment expenses, both known or unknown, insurers establish reserves, which is a balance sheet account entry representing estimates of future amounts needed to pay claims and related expenses with respect to insured events which have occurred.
The following table shows credit ratings of our top 5 reinsurers as of December 31, 2024, and the unpaid and paid reinsurance recoverable from such reinsurers as of both December 31, 2024 and 2023 (dollars in millions): Reinsurer rating Percentage of total reinsurance recoverables Reinsurance recoverables at December 31, 2024 Reinsurance recoverables at December 31, 2023 A+ 21.5% $ 48.5 $ 35.0 A++ 8.9% 20.1 13.7 A+ 8.5% 19.1 11.2 B++ 7.4% 16.7 43.1 A- 6.4% 14.5 9.2 Total $ 118.9 $ 112.2 Reserves To recognize liabilities for unpaid loss and loss adjustment expenses, both known or unknown, insurers establish reserves, which is a balance sheet account entry representing estimates of future amounts needed to pay claims and related expenses with respect to insured events which have occurred.
Change in assumption Reserve for unpaid loss and loss adjustment expenses, net of reinsurance recoverable ($ in millions) 10% favorable $ 470.2 Unchanged $ 499.9 10% unfavorable $ 528.7 Fair Value Measurements of Certain Financial Assets and Liabilities Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
Change in assumption Reserve for unpaid loss and loss adjustment expenses, net of reinsurance recoverable ($ in millions) 10% favorable $ 541.7 Unchanged $ 580.6 10% unfavorable $ 618.8 Fair Value Measurements of Certain Financial Assets and Liabilities Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
As of December 31, 2023, 2022 and 2021, IGI had $271.5 million, $240.5 million and $208.5 million of incurred but not reported (IBNR) loss reserves including ULAE, respectively, net of reinsurance. 112 Change in IGI Booked Net IBNR & ULAE Year Ended December 31 ($) in millions 2023 2022 2021 Carrying balance of IBNR Reserves in Balance Sheet at beginning of the year (A) $ 240.5 $ 208.6 $ 157.5 Subsequent Movement in Following Financial year: IBNR Reserves moved to Incurred Reserves ( B ) (85.1 ) (57.1 ) (66.7 ) IBNR Reserves release pertaining to prior years ( C ) (39.3 ) (42.0 ) (20.7 ) IBNR Reserves added for new accident year ( D ) 155.4 131.0 138.5 Net charge to P/L (B+C+D) = (F) $ 31.0 $ 31.9 $ 51.1 Carrying balance of IBNR Reserves in Balance Sheet ending balance (A+F) $ 271.5 $ 240.5 $ 208.6 Ultimate Claims Development The table below shows the development of IGI’s net ultimate losses and loss adjustment expenses by accident year.
As of December 31, 2024, 2023 and 2022, IGI had $323.7 million, $271.5 million and $240.5 million of incurred but not reported (IBNR) loss reserves including ULAE, respectively, net of reinsurance. 111 Table of contents Change in IGI Booked Net IBNR & ULAE Year Ended December 31 ($) in millions 2024 2023 2022 Carrying balance of IBNR Reserves in Balance Sheet at beginning of the year (A) $ 271.5 $ 240.5 $ 208.6 Subsequent Movement in Following Financial year: IBNR Reserves moved to Incurred Reserves ( B ) (82.4) (85.1) (57.1) IBNR Reserves release pertaining to prior years ( C ) (37.2) (39.3) (42.0) IBNR Reserves added for new accident year ( D ) 171.8 155.4 131.0 Net charge to P/L (B+C+D) = (F) 52.2 31.0 31.9 Carrying balance of IBNR Reserves in Balance Sheet ending balance (A+F) $ 323.7 $ 271.5 $ 240.5 Ultimate Claims Development The table below shows the development of IGI’s net ultimate losses and loss adjustment expenses by accident year.
Management reviews its provisions for claims incurred, and claims incurred but not reported, on a quarterly basis. Total carrying amount of reserve for unpaid loss and loss adjustment expenses as at December 31, 2023 and 2022 was $712.1 million and $636.2 million, respectively.
Management reviews its provisions for claims incurred, and claims incurred but not reported, on a quarterly basis. The total carrying amount of reserves for unpaid loss and loss adjustment expenses as at December 31, 2024 and 2023 was $794.2 million and $712.1 million, respectively.
In April 2023, S&P Global Ratings (“S&P”) reaffirmed our financial strength with an “A-”/Stable. Capital Requirements We are subject to regulatory and internal management capital requirements. BMA requirements IGI Bermuda is regulated by the BMA and as such is subject to the BMA’s capital requirements.
In April 2024, S&P reaffirmed our financial strength with an “A-”/Stable. Capital Requirements We are subject to regulatory and internal management capital requirements. BMA requirements IGI Bermuda is regulated by the BMA and as such is subject to the BMA’s capital and solvency requirements.
Net policy acquisition expenses Net policy acquisition expenses in the reinsurance segment increased by 39.3% from $5.6 million in 2022 to $7.8 million in 2023. The net policy acquisition expense ratio for 2023 was 14.7% compared to 18.5% for 2022. The decrease in the net policy acquisition expense ratio was primarily attributable to growth in net premiums earned.
Net policy acquisition expenses in the reinsurance segment increased by 39.3% from $5.6 million in 2022 to $7.8 million in 2023. The net policy acquisition expense ratio for 2023 was 14.7% compared to 18.5% for 2022.
The maximum “moveable risks” coverage is $25.0 million. 105 ● Casualty reinsurance treaties — We purchase casualty reinsurance to reduce our exposure to large losses by virtue of a 20% Quota Share Treaty.
The maximum “moveable risks” coverage is $25.0 million. • Professional and financial lines reinsurance treaties — We purchase professional lines reinsurance to reduce our exposure to large losses by virtue of a 20% Quota Share Treaty.
For the Year Ended December 31, 2023 Gross Incurred Amount Net Incurred Amount ($ in millions) Catastrophe Event Turkey Earthquake 10.6 9.3 Cyclone Gabrielle 4.4 3.1 Hurricane Otis 7.5 2.5 Oman Adverse Weather Conditions 1.3 1.2 Hawaii Wildfires 1.1 1.1 Other 9.2 8.3 Provided during the year related to prior accident years 8.2 4.1 Total 42.3 29.6 For the Year Ended December 31, 2022 Gross Incurred Amount Net Incurred Amount ($ in millions) Catastrophe Event Hurricane Ian 2.2 2.1 Australia Floods 1.8 1.8 Adverse High Wind – Event Cancelation 1.1 0.9 Typhoon Hinnamnor 0.8 0.8 Kuwait Flood 0.8 0.7 Other 5.8 5.1 Provided during the year related to prior accident years 28.3 19.0 Total 40.8 30.5 89 Net policy acquisition expenses Net policy acquisition expenses increased 6.8% from $70.2 million in 2022 to $75.0 million in 2023.
For the Year Ended December 31, 2024 Gross Incurred Amount Net Incurred Amount ($ in millions) Catastrophe Event Taiwan Earthquake $ 6.2 $ 6.2 UAE & Oman Floods 5.3 5.3 Southern Germany Floods 1.9 1.9 UK Flood 1.8 1.8 Djibouti Storm 2.3 1.4 Other 14.1 10.1 Provided during the year related to prior accident years 9.6 11.4 Total $ 41.2 $ 38.1 For the Year Ended December 31, 2023 Gross Incurred Amount Net Incurred Amount ($ in millions) Catastrophe Event Turkey Earthquake $ 10.6 $ 9.3 Cyclone Gabrielle 4.4 3.1 Hurricane Otis 7.5 2.5 Oman Adverse Weather Conditions 1.3 1.2 Hawaii Wildfires 1.1 1.1 Other 9.2 8.3 Provided during the year related to prior accident years 8.2 4.1 Total $ 42.3 $ 29.6 89 Table of contents For the Year Ended December 31, 2022 Gross Incurred Amount Net Incurred Amount ($ in millions) Catastrophe Event Hurricane Ian $ 2.2 $ 2.1 Australia Floods 1.8 1.8 Adverse High Wind – Event Cancelation 1.1 0.9 Typhoon Hinnamnor 0.8 0.8 Kuwait Flood 0.8 0.7 Other 5.8 5.1 Provided during the year related to prior accident years 28.3 19.0 Total $ 40.8 $ 30.4 Net policy acquisition expenses Net policy acquisition expenses increased 6.0% from $75.0 million in 2023 to $79.5 million in 2024.
The movement in net cash provided by or used in operating, investing and financing activities is provided in the following table: Year Ended December 31 2023 2022 2021 ($) in millions Net cash flows from operating activities $ 196.6 154.9 175.3 Net cash flows used in investing activities (90.4 ) (246.6 ) (51.5 ) Net cash flows used in financing activities (49.1 ) (12.5 ) (15.1 ) Net change in cash and cash equivalents 57.1 (104.2 ) 108.7 Net cash flows from operating activities Net cash flows from operating activities increased by $41.7 million from net cash inflow of $154.9 million for the year ended December 31, 2022 compared to net cash inflow of $196.6 million for the year ended December 31, 2023.
The movement in net cash provided by or used in operating, investing and financing activities is provided in the following table: Year Ended December 31 2024 2023 2022 ($) in millions Net cash flows from operating activities $ 209.5 $ 196.6 $ 154.9 Net cash flows used in investing activities (186.6) (90.4) (246.6) Net cash flows used in financing activities (49.7) (49.1) (12.5) Change in cash and cash equivalents $ (26.8) $ 57.1 $ (104.2) Net cash flows from operating activities Net cash flows from operating activities increased from net cash inflow of $196.6 million for the year ended December 31, 2023 compared to net cash inflow of $209.5 million for the year ended December 31, 2024.
IGI UK’s audited statutory financial statements submitted to the PRA reflect the foregoing capital adequacy and solvency margin requirements, as well as IGI UK’s actual statutory capital surplus, which exceeded the PRA’s requirements by 52% and 57% in 2022 and 2021, respectively.
IGI UK’s audited statutory financial statements submitted to the PRA reflect the foregoing capital adequacy and solvency margin requirements, as well as IGI UK’s actual statutory capital surplus, which exceeded Solvency II regulatory requirements by 76% and 52% in 2023 and 2022, respectively.
Net change in unearned premiums Unearned premiums related to gross written premiums constitutes the proportion of premiums written in a year that relate to periods of risk after the reporting date. Unearned premiums are calculated on a pro rata basis. The proportion attributable to subsequent periods is deferred as a provision for unearned premiums.
Net change in unearned premiums Unearned premiums related to gross written premiums constitutes the proportion of premiums written in a year that relate to periods of risk after the reporting date. Unearned premiums are calculated on a pro rata basis.
Our investment team is responsible for implementing the investment strategy as set by the investment committee established by our management and routinely monitors the portfolio to ensure that these parameters are met. 103 The fair value of our investments, cash and cash equivalents and restricted cash as of December 31, 2023 and December 31, 2022 was as follows: Fair Value Asset Description December 31, 2023 December 31, 2022 Fixed income securities 767.6 491.1 Fixed and call deposits 247.2 366.9 Cash at banks and held with investments managers 77.1 52.3 Equities 26.2 31.4 Real estate 3.5 4.9 Mutual funds 11.1 12.2 Total 1,132.7 958.8 The following table shows the distribution of bonds and debt securities with fixed interest rates according to the international rating agencies’ classifications as of December 31, 2023: Rating Grade Bonds Unquoted Bonds Total ($) in millions AAA 18.8 - 18.8 AA 152.0 - 152.0 A 408.3 - 408.3 BBB 186.1 - 186.1 BB 0.2 - 0.2 Not Rated 0.2 2.0 2.2 Total 765.6 2.0 767.6 The following table summarizes our investment results as of December 31, 2023, 2022 and 2021: Year Ended December 31 2023 2022 2021 ($) in millions, unless otherwise specified Average investments (1) 1,029.1 882.9 797.3 Investment income (2) 40.5 20.9 14.5 Investment yield (3) 3.9 % 2.4 % 1.8 % (1) Includes investments and cash and cash equivalents.
Our investment team is responsible for implementing the investment strategy as set by the investment committee established by our management and routinely monitors the portfolio to ensure that these parameters are met. 102 Table of contents The fair value of our investments, cash and cash equivalents and restricted cash as of December 31, 2024 and 2023 was as follows: Fair Value Asset Description December 31, 2024 December 31, 2023 Fixed income securities $ 1,004.1 $ 767.6 Fixed and call deposits 190.4 247.2 Cash at banks and held with investments managers 55.0 77.1 Equities 29.0 26.2 Real estate 1.9 3.5 Mutual funds 12.3 11.1 Total $ 1,292.7 $ 1,132.7 The following table shows the distribution of bonds and debt securities with fixed interest rates according to the international rating agencies’ classifications as of December 31, 2024: Rating Grade Bonds Unquoted Bonds Total ($) in millions AAA $ 23.5 - $ 23.5 AA 261.8 - 261.8 A 572.1 - 572.1 BBB 144.4 - 144.4 BB 0.2 - 0.2 Not Rated 0.1 2.0 2.1 Total $ 1,002.1 $ 2.0 $ 1,004.1 The following table summarizes our investment results as of December 31, 2024, 2023 and 2022: Year Ended December 31 2024 2023 2022 ($) in millions, unless otherwise specified Average investments (1) $ 1,215.2 $ 1,029.1 $ 882.9 Investment income (2) 51.9 40.4 20.9 Investment yield (%) (3) 4.3 % 3.9 % 2.4 % (1) Includes investments and cash and cash equivalents.
Change in allowance for expected credit losses on receivables Change in allowance for expected credit losses on receivables decreased from $3.2 million in 2022 to $2.5 million in 2023.
Change in allowance for ECL on receivables decreased from $3.2 million in 2022 to $2.5 million in 2023.
This was primarily due to a $10.4 million increase in current accident losses, offset by $7.3 million of higher favorable development on loss reserves from prior accident years in 2023 compared to 2022. Net loss and loss adjustment expenses in the specialty short-tail segment increased by 24.3% from $72.4 million in 2021 to $90.0 million in 2022.
This was primarily due to a $12.6 million increase in current accident losses, offset by $2.4 million of higher favorable development on loss reserves from prior accident years in 2024 compared to 2023. Net loss and loss adjustment expenses in the specialty short-tail segment increased by 3.4% from $90.0 million in 2022 to $93.1 million in 2023.
We target a solvency ratio of more than 120% of the group capital requirement to ensure capital strength, enable opportunistic growth and support a stable dividend policy. Cash flows IGI has three main sources of cash flows: operating activities, investing activities and financing activities.
We target a solvency ratio of more than 130% of the BSCR (120% is the minimum that the BMA requires), to ensure capital strength, enable opportunistic growth and support a stable dividend policy. Cash flows IGI has three main sources of cash flows: operating activities, investing activities and financing activities.
(3) Represents investment income divided by average investments. 104 For comparison, the following are the coupon returns for the Barclays U.S.
(3) Represents investment income divided by average investments. 103 Table of contents For comparison, the following are the coupon returns for the Barclays U.S.
This decrease was mainly due to recording of an allowance in the year ended December 31, 2022 as a result of the economic sanctions imposed on Russia related to the invasion of Ukraine, which was largely reversed in the year ended December 31, 2023. Other Expenses Other expenses increased from $4.0 million in 2022 to $5.6 million in 2023.
This decrease was mainly due to recording of an allowance in the year ended December 31, 2022 as a result of the economic sanctions imposed on Russia related to the invasion of Ukraine, which was largely reversed in the year ended December 31, 2023.
Change in assumption Reserve for unpaid loss and loss adjustment expenses, net of reinsurance recoverable ($ in millions) Accelerated pattern* $ 451.6 Unchanged $ 499.9 Decelerated pattern* $ 558.7 * Accelerated/Decelerated patterns are shifted by 6 months for long-tail segment and 3 months for short-tail and reinsurance segments.
Change in assumption Reserve for unpaid loss and loss adjustment expenses, net of reinsurance recoverable ($ in millions) Accelerated pattern* $ 515.5 Unchanged $ 580.6 Decelerated pattern* $ 639.3 * Accelerated/Decelerated patterns are shifted by 6 months for long-tail segment and 3 months for short-tail and reinsurance segments.
Results of Operations — Reinsurance Segment The following table summarizes the results of operations of IGI’s reinsurance segment for the years indicated: Year Ended December 31 2023 2022 2021 ($) in millions Gross written premiums 61.1 31.5 24.1 Ceded written premiums - - - Net written premiums 61.1 31.5 24.1 Change in unearned premiums (7.9 ) (1.2 ) (3.3 ) Net premiums earned (a) 53.2 30.3 20.8 Net loss and loss adjustment expenses (b) (26.8 ) (17.1 ) (15.9 ) Net policy acquisitions expenses (c) (7.8 ) (5.6 ) (3.4 ) Underwriting income 18.6 7.6 1.5 Loss ratio (b)/(a) 50.4 % 56.4 % 76.4 % Net policy acquisition expenses ratio (c)/(a) 14.7 % 18.5 % 16.3 % Gross written premiums Gross written premiums in the reinsurance segment increased 94.0% from $31.5 million in 2022 to $61.1 million in 2023, benefitting from growth in both new business premiums and renewal premiums under proportional and non-proportional lines of business.
Results of Operations — Reinsurance Segment The following table summarizes the results of operations of IGI’s reinsurance segment for the years indicated: Year Ended December 31 2024 2023 2022 ($) in millions, unless otherwise specified Gross written premiums $ 83.4 $ 61.1 $ 31.5 Ceded written premiums (1.5) - - Net written premiums 81.9 61.1 31.5 Net change in unearned premiums (1.1) (7.9) (1.2) Net premiums earned (a) 80.8 53.2 30.3 Net loss and loss adjustment expenses (b) (34.1) (26.8) (17.1) Net policy acquisitions expenses (c) (10.9) (7.8) (5.6) Underwriting income $ 35.8 $ 18.6 $ 7.6 Loss ratio (b)/(a) (%) 42.2 % 50.4 % 56.4 % Net policy acquisition expense ratio (c)/(a) (%) 13.5 % 14.7 % 18.5 % Gross written premiums Gross written premiums in the reinsurance segment increased 36.5% from $61.1 million in 2023 to $83.4 million in 2024, benefitting from growth in both new business premiums and renewal premiums under proportional and non- 94 Table of contents proportional lines of business.
This was primarily due to higher favorable development of net loss reserves from prior accident years, which were also positively affected by the currency devaluation impact on loss reserves denominated in Pound Sterling and Euro in 2022. The loss ratios in the long-tail segment were 51.7% and 30.2% in 2021 and 2022, respectively.
This was primarily due to higher favorable development of net loss reserves from prior accident years, which were also positively affected by the currency devaluation impact on loss reserves denominated in Pound Sterling and Euro in 2022.
Loss ratios for the reinsurance segment for the three years ended December 31, 2023, 2022 and 2021 were as follows: ● 50.4% in 2023 ● 56.4% in 2022 ● 76.4% in 2021 The decrease in the loss ratios in 2023 and 2022 was mainly driven by higher net premiums earned on a comparative basis.
Loss ratios for the reinsurance segment for the three years ended December 31, 2024, 2023 and 2022 were as follows: • 42.2% in 2024 • 50.4% in 2023 • 56.4% in 2022 The decrease in the loss ratios for the reinsurance segment in 2024 and 2023 was mainly driven by the increase in net premiums earned being higher than the increase in net loss and loss adjustment expenses on a comparative basis.
IGI estimates ULAE reserves using methods that include but are not limited to: ● Claims staffing Method: This methodology assumes that the ULAE expenditures track in proportion with the number of claims processed, by way of: ● New claims reported during each calendar year. ● Claims remaining open at the end of each calendar year. ● Claims closed during each calendar year. ● Paid-to-Paid ratio: This method assumes that the historic ratio of ULAE to claims paid is consistent and that future ULAE is proportional to the unpaid claims. ● The Kittle Ratio: This method is similar to the Paid-to-Paid method, but assumes that future ULAE is proportional to the value of claims reported and claims settled. 110 Ceded Reinsurance and Net IBNR The outward reinsurance department determines outward reinsurance recoveries arising on case reported claims each month end by the application of the outwards program.
IGI estimates ULAE reserves using methods that include but are not limited to: • Claims staffing Method: This methodology assumes that the ULAE expenditures track in proportion with the number of claims processed, by way of: • New claims reported during each calendar year. • Claims remaining open at the end of each calendar year. • Claims closed during each calendar year. • Paid-to-Paid ratio: This method assumes that the historic ratio of ULAE to claims paid is consistent and that future ULAE is proportional to the unpaid claims. • The Kittle Ratio: This method is similar to the Paid-to-Paid method, but assumes that future ULAE is proportional to the value of claims reported and claims settled.
The largest reinsurance recoverables from any one carrier was approximately 8.0% of total shareholders’ equity available to IGI at December 31, 2023.
The largest reinsurance recoverables from any one carrier was approximately 7.4% of total shareholders’ equity available to IGI at December 31, 2024.
The change of $31.9 million was a result of (1) the increase in the fair value of warrants upon settlement of warrants in cash pursuant to the Company’s offer to purchase all of its outstanding warrants at an average purchase price of $0.95 per warrant in cash and related redemption of warrants, and (2) the increase in the fair value of the earnout shares which was driven by an increase in the quoted market price of IGI’s common shares, as the market price crossed the first tranche in the vesting schedule of the earnout shares. 88 Net loss and loss adjustment expenses Net loss and loss adjustment expenses increased 20.0% from $157.6 million in 2022 to $189.1 million in 2023.
The change of $31.9 million was a result of (1) the increase in the fair value of warrants upon 90 Table of contents settlement of warrants in cash pursuant to the Company’s offer to purchase all of its outstanding warrants at an average purchase price of $0.95 per warrant in cash and related redemption of warrants, and (2) the increase in the fair value of the earnout shares which was driven by an increase in the quoted market price of IGI’s common shares, as the market price crossed the first tranche in the vesting schedule of the earnout shares.
Reinsurance Recoverables At December 31, 2023, approximately 75.6% of IGI’s reinsurance recoverables on unpaid and paid losses (not including ceded unearned premiums) of $223.1 million were due from carriers which had a “A-” or higher rating from a major rating agency.
Reinsurance Recoverables At December 31, 2024, approximately 91.5% of IGI’s reinsurance recoverables on unpaid and paid losses (not including ceded unearned premiums) of $225.7 million were due from carriers which had a “A-” or higher rating from a major rating agency.
The allowance also includes estimated uncollectible amounts related to dispute risk. Any allowance for credit losses is charged to “Change in allowance for expected credit losses on receivables” in the period the receivable is recorded and revised in subsequent periods to reflect changes in the Group’s estimate of expected credit losses.
Any allowance for credit losses is charged to “Change in allowance for expected credit losses on receivables” in the period the receivable is recorded and revised in subsequent periods to reflect changes in the Group’s estimate of expected credit losses.
This was primarily due to 26.2% growth (or $83.3 million) in the specialty short-tail segment, and 94.0% growth (or $29.6 million) in the reinsurance segment, which was partially offset by a 2.7% decline (or $6.2 million) in the specialty long-tail segment.
Gross written premiums increased 18.3% from $582.0 million in 2022 to $688.7 million in 2023. This was primarily due to 26.2% growth (or $83.3 million) in the specialty short-tail segment, and 94.0% growth (or $29.6 million) in the reinsurance segment, which was partially offset by a 2.7% decline (or $6.2 million) in the specialty long-tail segment.
IGI Europe’s draft financial statements for the year ended December 31, 2023 and audited financial statements for the years ended December 31, 2022 and 2021 reflect the foregoing capital adequacy and solvency margin requirements, as well as IGI Europe’s actual statutory capital surplus, which exceeded the MFSA’s requirements by 108%, 107% and 140% for the years ended December 31, 2023, 2022 and 2021, respectively.
IGI Europe’s draft financial statements for the year ended December 31, 2024 and audited financial statements for the years ended December 31, 2023 and 2022 reflect the foregoing capital adequacy and solvency margin requirements, as well as IGI Europe’s actual statutory capital surplus, which exceeded Solvency II regulatory requirements by 157%, 158% and 157% for the years ended December 31, 2024, 2023 and 2022, respectively.
GAAP financial measure, as illustrated in the table below. 97 Return on average equity and core operating return on average equity, which are both non-GAAP financial measures, represent the returns generated on common shareholders’ equity during the year.
Return on average equity and core operating return on average equity, which are both non-GAAP financial measures, represent the returns generated on common shareholders’ equity during the year.

… 164 more changes not shown on this page.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

60 edited+95 added−2 removed94 unchanged
Biggest changeThe corporate governance practices that we follow in lieu of Nasdaq’s corporate governance rules are as follows: ● In lieu of the requirement to comply with Rule 5605(e)(1), which requires the director nomination process to be determined by a majority of the independent directors or a nominations committee comprised solely of independent directors, our nominating/governance committee (which is responsible for director nominations) consists of a majority of independent directors but does not consist solely of independent directors. ● In lieu of the requirement to comply with Rule 5605(d)(2), which requires a compensation committee comprised of at least two members, each of whom must be an independent director as defined under Rule 5605(a)(2), our compensation committee consists of a majority of independent directors but does not consist solely of independent directors. ● In lieu of the requirement to comply with Rule 5605(b)(2), which requires regularly scheduled meetings at which only independent directors are present (“executive sessions”), we do not have regularly scheduled executive sessions.
Biggest changeThe corporate governance practices that we follow in lieu of Nasdaq’s corporate governance rules are as follows: • In lieu of the requirement to comply with Rule 5605(e)(1), which requires the director nomination process to be determined by a majority of the independent directors or a nominations committee comprised solely of independent directors, our nominating/governance committee (which is responsible for director nominations) consists of a majority of independent directors but does not consist solely of independent directors. • In lieu of the requirement to comply with Rule 5605(d)(2), which requires a compensation committee comprised of at least two members, each of whom must be an independent director as defined under Rule 5605(a)(2), our compensation committee consists of a majority of independent directors but does not consist solely of independent directors. • In lieu of the requirement to comply with Rule 5605(b)(2), which requires regularly scheduled meetings at which only independent directors are present (“executive sessions”), we do not have regularly scheduled executive sessions. • In lieu of the requirement to comply with Rule 5635(c), which requires shareholder approval prior to the issuance of securities when a stock option or purchase plan is to be established or materially amended or other equity compensation arrangement made or materially amended, pursuant to which stock may be acquired by officers, directors, employees, or consultants, we follow the laws of Bermuda which do not require shareholder approval for the establishment of, or amendment to, our equity plans.
Our Amended and Restated Bye-laws provide that, if an eligible shareholder intends to nominate a person for election as a director, (a) at an annual general meeting, such notice must be given not less than 90 days nor more than 120 days before the anniversary of the last annual general meeting or, in the event the annual general meeting is called for a date that is not 30 days before or after such anniversary, the notice must be given not later than ten days following the earlier of the date on which notice of the annual general meeting was posted to shareholders or the date on which public disclosure of the date of the annual general meeting was made and (b) at a special general meeting, such notice must be given not later than 10 days following the earlier of the date on which notice of the special general meeting was posted to shareholders or the date on which public disclosure of the date of the special general meeting was made.
Our Amended and Restated Bye-laws provide that, if an eligible shareholder intends to nominate a person for election as a director, (a) at an annual general meeting, such notice must be given not less than 90 days nor more than 120 days before the anniversary of the last annual general meeting or, in the event the annual general meeting is called for a date that is not 30 days before or after such anniversary, the notice must be given not later than 10 days following the earlier of the date on which notice of the annual general meeting was posted to shareholders or the date on which public disclosure of the date of the annual general meeting was made and (b) at a special general meeting, such notice must be given not later than 10 days following the earlier of the date on which notice of the special general meeting was posted to shareholders or the date on which public disclosure of the date of the special general meeting was made.
Walid Jabsheh began his career at Manulife Reinsurance in Toronto, Canada and later joined LDG Reinsurance Corporation, a subsidiary of Houston Casualty Co, in 1998 where he served as Senior Underwriter managing a $30 million book of treaty and facultative business. David Anthony has served as an independent non-executive Director since March 17, 2020. Mr.
Walid Jabsheh began his career at Manulife Reinsurance in Toronto, Canada and later joined LDG Reinsurance Corporation, a subsidiary of Houston Casualty Co, in 1998 where he served as Senior Underwriter managing a $30 million book of treaty and facultative business. David Anthony has served as an independent non-executive Director since March 17, 2020.
We will also reimburse our directors for reasonable documented expenses incurred in connection with the performance of their duties as directors, including travel expenses in connection with their attendance at board and committee meetings. Our directors who are also executive officers of the Company will not receive additional compensation for serving as directors. 121 Executive Compensation Components Base Salary.
We will also reimburse our directors for reasonable documented expenses incurred in connection with the performance of their duties as directors, including travel expenses in connection with their attendance at board and committee meetings. Our directors who are also executive officers of the Company will not receive additional compensation for serving as directors. Executive Compensation Components Base Salary.
The Administrator may determine the terms and conditions of any such other awards, which may include the achievement of certain minimum performance goals and/or a minimum vesting period. The performance goals for performance-based other share-based awards generally may be based on one or more criteria determined from time to time by the Administrator. 124 Other Cash-Based Awards.
The Administrator may determine the terms and conditions of any such other awards, which may include the achievement of certain minimum performance goals and/or a minimum vesting period. The performance goals for performance-based other share-based awards generally may be based on one or more criteria determined from time to time by the Administrator. Other Cash-Based Awards.
However, subcommittees do not have the authority to engage independent legal counsel, accounting experts or other advisors unless expressly granted such authority by the audit committee. 126 Nominating/Governance Committee As a foreign private issuer, the Company is not required to have a nominating/governance committee or a nominating/governance committee composed entirely of independent directors.
However, subcommittees do not have the authority to engage independent legal counsel, accounting experts or other advisors unless expressly granted such authority by the audit committee. Nominating/Governance Committee As a foreign private issuer, the Company is not required to have a nominating/governance committee or a nominating/governance committee composed entirely of independent directors.
Although not required by the rules and regulations of Nasdaq, the Company has adopted corporate governance guidelines which govern certain aspects of its corporate governance and board and committee practices. 127 Codes of Conduct The Company has adopted a Corporate Code of Business Conduct and Ethics applicable to all of its directors, officers and employees.
Although not required by the rules and regulations of Nasdaq, the Company has adopted corporate governance guidelines which govern certain aspects of its corporate governance and board and committee practices. Codes of Conduct The Company has adopted a Corporate Code of Business Conduct and Ethics applicable to all of its directors, officers and employees.
Options will be exercisable at such time or times and subject to such terms and conditions as determined by the Administrator at grant, and the exercisability of such options may be accelerated by the Administrator. 123 Share Appreciation Rights.
Options will be exercisable at such time or times and subject to such terms and conditions as determined by the Administrator at grant, and the exercisability of such options may be accelerated by the Administrator. Share Appreciation Rights.
Jabsheh set up Indemaj Technology, an open-source web development company, which was also later sold in 2012. His 22-year professional career spans executive roles in the asset management sector and reinsurance, all underscored by an aim to promote innovation and transformation. He is actively involved in the tech community, promoting disruption within the reinsurance industry. Mr.
Jabsheh set up Indemaj Technology, an open-source web development company, which was also later sold in 2012. His 23-year professional career spans executive roles in the asset management sector and reinsurance, all underscored by an aim to promote innovation and transformation. He is actively involved in the tech community, promoting disruption within the reinsurance industry. Mr.
Mr. Poole has over 19 years of diversified investment experience. Mr. Poole was the Chief Investment Officer of Tiberius, a blank check company which went public in March 2018 and which consummated its initial business combination with IGI. Concurrently, from 2015 through December 2022, Mr. Poole was an investment consultant at The Gray Insurance Company. Mr.
Mr. Poole has over 20 years of diversified investment experience. Mr. Poole was the Chief Investment Officer of Tiberius, a blank check company which went public in March 2018 and which consummated its initial business combination with IGI. Concurrently, from 2015 through December 2022, Mr. Poole was an investment consultant at The Gray Insurance Company. Mr.
A director will hold office until the annual general meeting for the year in which his or her term expires, subject to his or her office being vacated in accordance with our Amended and Restated Bye-laws. David Anthony and David King are Class I Directors with terms expiring at our 2024 annual general meeting.
A director will hold office until the annual general meeting for the year in which his or her term expires, subject to his or her office being vacated in accordance with our Amended and Restated Bye-laws. David Anthony and David King are Class I Directors with terms expiring at our 2027 annual general meeting.
Except as otherwise provided by the Administrator upon the award of restricted shares, the recipient generally has the rights of a shareholder with respect to the shares, including the right to vote the restricted shares and, conditioned upon the expiration of the applicable restricted period, the right to receive dividends and transfer such shares, subject to the conditions and restrictions generally applicable to restricted shares or specifically set forth in the recipient’s restricted shares agreement.
Except as otherwise provided by the Administrator upon the award of restricted shares, the recipient generally has the rights of a shareholder with respect to the shares, including the right to vote the restricted shares and, conditioned upon the expiration 121 Table of contents of the applicable restricted period, the right to receive dividends and transfer such shares, subject to the conditions and restrictions generally applicable to restricted shares or specifically set forth in the recipient’s restricted shares agreement.
He also served as Non-Executive Chairman and a member of the audit committee of International General Insurance Company (UK) Limited, our wholly-owned subsidiary, until March 17, 2022. He has served as Non-executive Chairman, Audit Committee member and Nomination and Renumeration Committee member of Stratos Markets Limited since October 2023. Prior to that, from 2014 until October 2023, Mr.
He also served as Non-Executive Chairman and a member of the audit committee of International General Insurance Company (UK) Limited, our wholly-owned subsidiary, until March 17, 2022. He has served as non-executive Chairman, Audit Committee member and Nomination and Renumeration Committee member of Stratos Markets Limited until December 2024. Prior to that, from 2014 until October 2023, Mr.
The Company has also adopted a Financial Code of Ethics applicable to the Chief Executive Officer, Chief Financial Officer, Senior Vice President — Finance, Controller or certain other officers performing similar functions.
The Company has also adopted a Financial Code of Ethics applicable to the Executive Chairman, President and Chief Executive Officer, Chief Financial Officer, Senior Vice President — Finance, Controller or certain other officers performing similar functions.
The Financial Code of Ethics provides that each officer must act ethically with honesty and integrity (including ethical handling of conflicts of interest), provide full and accurate disclosure in SEC filings and public communications, comply with applicable laws and regulations, act in good faith, responsibly, with due care, competence and diligence, promote honest and ethical behavior by others, respect the confidentiality of information acquired in the course of employment, responsibly use and maintain all assets and resources employed or entrusted to the officer, and promptly internally report violations of this Financial Code to the designated Compliance Officer and in the case of the CFO and CEO, to the Board of Directors and/or Audit Committee of the Board of Directors.
The Financial Code of Ethics provides that each officer must act ethically with honesty and integrity (including ethical handling of conflicts of interest), provide full and accurate disclosure in SEC filings and public communications, comply with applicable laws and regulations, act in good faith, responsibly, with due care, competence 130 Table of contents and diligence, promote honest and ethical behavior by others, respect the confidentiality of information acquired in the course of employment, responsibly use and maintain all assets and resources employed or entrusted to the officer, and promptly internally report violations of this Financial Code to the designated Compliance Officer and in the case of the Executive Chairman, President and CEO, and CFO, to the board of directors and/or Audit Committee of the board of directors.
Base salaries are generally reviewed annually, subject to the terms of employment agreements, and the compensation committee and board will seek to adjust base salary amounts to realign such salaries with industry norms after taking into account individual responsibilities, performance and experience. Annual Bonuses.
Base salaries are 119 Table of contents generally reviewed annually, subject to the terms of employment agreements, and the compensation committee and board will seek to adjust base salary amounts to realign such salaries with industry norms after taking into account individual responsibilities, performance and experience. Annual Bonuses.
Except as otherwise provided in the applicable award agreement, and with respect to an award of restricted shares, a participant has no rights as a shareholder with respect to our common shares covered by any award until the participant is registered as the holder of such shares in our register of members. Amendment and Termination.
Except as otherwise provided in the applicable award agreement, and with respect to an award of restricted shares, a participant has no rights as a shareholder with respect to our common shares covered by any award until the participant is registered as the holder of such shares in our register of members. 122 Table of contents Amendment and Termination.
In addition, we have accrued $2.1 million of long-term benefits as of December 31, 2023 (in the form of the earn-out value of shares) in connection with the grant of restricted shares to certain executive officers. The aggregate amount of cash compensation paid and accrued to our non-employee directors during 2023 was approximately $0.5 million.
In addition, we have accrued $2.7 million of long-term benefits as of December 31, 2024 (in the form of the earn-out value of shares) in connection with the grant of restricted shares to certain executive officers. The aggregate amount of cash compensation paid and accrued to our non-employee directors during 2024 was approximately $0.5 million.
Rizvi has served as the Group Chief Financial Officer of IGI Dubai since 2015. He has over 38 years of experience out of which 35 years are in the insurance and banking sectors. He obtained a Bachelor of Commerce in Accounts and Management followed by a CA (India) and a CPA (USA). Mr.
Rizvi has served as the Group Chief Financial Officer of IGI Dubai since 2015. He has over 39 years of experience out of which 36 years are in the insurance and banking sectors. He obtained a Bachelor of Commerce in Accounts and Management followed by a CA (India) and a CPA (USA). Mr.
She later served as the Head of External Reporting and Accounting Policy at PartnerRe, a leading global reinsurer, from October 2013 to February 2017, and as External Reporting Director and Chief Accounting Officer at PartnerRe from February 2017 to July 2019 and, since August 2019, has been the sole proprietor of Consult.bm, a non-executive director and consulting services provider to various entities in Bermuda.
She later served as the Head of External Reporting and Accounting Policy at PartnerRe, a leading global reinsurer, from October 2013 to February 2017, and as External Reporting Director and Chief Accounting Officer at PartnerRe from February 2017 to July 2019 and, since August 2019, has been the sole proprietor of Consult.bm, a non-executive director and consulting services provider. Ms.
Share Ownership Ownership of the Company’s shares by its executive officers and directors is set forth in Item 7.A of this annual report. F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation. Not applicable.
E. Share Ownership Ownership of the Company’s shares by its executive officers and directors is set forth in Item 7.A of this annual report. 131 Table of contents F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation. Not applicable.
For purposes of this discussion, the body that administers the 2020 Plan is referred to as the “Administrator.” The body that currently administers the 2020 Plan is our board of directors.
For purposes of 120 Table of contents this discussion, the body that administers the 2020 Plan is referred to as the “Administrator.” The body that currently administers the 2020 Plan is our board of directors.
D. Employees As of December 31, 2023, 2022 and 2021, we had 401, 355 and 287 employees, respectively. The following table shows the number of employees, including management staff, by geography and function as of December 31, 2023.
D. Employees As of December 31, 2024, 2023 and 2022, we had 473, 401 and 355 employees, respectively. The following table shows the number of employees, including management staff, by geography and function as of December 31, 2024.
Item 6. Directors, Senior Management and Employees A. Directors and Senior Management The following table sets forth our current directors and executive officers: Directors and Executive Officers Age Position/Title Wasef Salim Jabsheh 81 Executive Chairman of the Board Walid Wasef Jabsheh 47 President, Chief Executive Officer and Director David Anthony 69 Director Michael T.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A. Directors and Senior Management The following table sets forth our current directors and executive officers: Directors and Executive Officers Age Position/Title Wasef Salim Jabsheh 82 Executive Chairman of the board Walid Wasef Jabsheh 48 President, Chief Executive Officer and Director David Anthony 70 Director Michael T.
Compensation The aggregate amount of cash compensation, consisting of salaries, bonuses and other short-term benefits paid by us to our executive officers collectively during 2023, was approximately $6.7 million for services in all capacities.
Compensation The aggregate amount of cash compensation, consisting of salaries, bonuses and other short-term benefits paid by us to our executive officers collectively during 2024, was approximately $8.4 million for services in all capacities.
Approval of Certain Transactions Our Amended and Restated Bye-laws provide that the board of directors may approve the following transactions only if each Jabsheh Director then in office votes in favor of such transactions: ● sell or dispose of all or substantially all of the assets of the Company and its subsidiaries on a consolidated basis; ● enter into any transaction in which one or more third parties acquire or acquires 25% or more of the Company’s common shares; ● enter into any merger, consolidation, or amalgamation with an aggregate value equal to or greater than $75 million (exclusive of inter-company transactions); ● alter the size of the board of directors; ● incur debt in an amount of $50 million (or other equivalent currency) or more; and ● issue common shares (or securities convertible into common shares) in an amount equal to or greater than 10% of the then issued and outstanding common shares of the Company.
Approval of Certain Transactions Our Amended and Restated Bye-laws provide that the Company shall not take any of the following actions without the approval of a majority of the board of directors, such majority to include the affirmative vote of each Jabsheh Director: • sell or dispose of all or substantially all of the assets of the Company and its subsidiaries on a consolidated basis; • enter into any transaction in which one or more third parties acquire or acquires 25% or more of the Company’s common shares; • enter into any merger, consolidation, or amalgamation with an aggregate value equal to or greater than $75 million (exclusive of inter-company transactions); • alter the size of the board of directors; • incur debt in an amount of $50 million (or other equivalent currency) or more; and • issue common shares (or securities convertible into common shares) in an amount equal to or greater than 10% of the then issued and outstanding common shares of the Company.
However, five out of seven members of our board of directors — David Anthony, Michael Gray, David King, Wanda Mwaura and Andrew Poole — are “independent” directors under Nasdaq rules. Board Leadership Structure Wasef Jabsheh serves as Executive Chairman of the board of directors. Wasef Jabsheh previously served as our Chairman of the board of directors and Chief Executive Officer.
However, five out of seven members of our board of directors — David Anthony, Michael Gray, David King, Wanda Mwaura and Andrew Poole — are “independent” directors under Nasdaq rules. 128 Table of contents Board Leadership Structure Wasef Jabsheh serves as Executive Chairman of the board of directors.
Gray graduated from the Harvard Business School “Presidents Program in Leadership” in 2020. David King has served as a Director since March 17, 2020. Mr.
Gray graduated from the Harvard Business School “Presidents Program in Leadership” in 2020. David King has served as an independent non-executive Director since March 17, 2020. Mr.
On June 30, 2023, Mr. Jabsheh resigned from the position of Chief Executive Officer and, on July 1, 2023, was appointed Executive Chairman, while Walid Jabsheh was appointed as our Chief Executive Officer.
Wasef Jabsheh previously served as our Chairman of the board of directors and Chief Executive Officer. On June 30, 2023, Mr. Jabsheh resigned from the position of Chief Executive Officer and, on July 1, 2023, was appointed Executive Chairman, while Walid Jabsheh was appointed as our President and Chief Executive Officer.
Wasef Jabsheh has specialized in marine and energy insurance for more than 50 years in various prominent roles with the Kuwait Insurance Co and with ADNIC (the Abu Dhabi National Insurance Company) from the mid-1970s to the late 1980s. In 1989, Mr. Jabsheh established Middle East Insurance Brokers and two years later founded International Marine & General Insurance Co.
Wasef Jabsheh has specialized in marine and energy insurance for more than 50 years in various prominent roles with the Kuwait Insurance Co and with ADNIC (the Abu Dhabi National Insurance Company) from the mid-1970s to the late 1980s. In 1989, Mr.
The aggregate number of our common shares that may be issued or used for reference purposes under the 2020 Plan or with respect to which awards may be granted may not exceed 4,844,730 common shares (10% of the shares issued and outstanding upon the consummation of the Business Combination).
The aggregate number of our common shares that may be issued or used for reference purposes under the 2020 Plan or with respect to which awards may be granted may not exceed 4,444,730 common shares.
The annual long term incentive opportunities are 150%, 150% and 100% of the executive’s base salary, respectively. Due to his expatriate status working in the United Kingdom, the President and Chief Executive Officer is entitled to a tax-gross up with respect to his base salary and bonus, and a housing allowance of up to £120,000 annually.
Due to his expatriate status working in the United Kingdom, the President and Chief Executive Officer is entitled to a tax-gross up with respect to his base salary and bonus, and a housing allowance of up to £120,000 annually.
Each executive is entitled to an annual salary, to be reviewed each year, an annual target bonus opportunity (calculated as a percentage of salary), and an annual long term incentive opportunity (calculated as a percentage of salary), with cash amounts being paid in U.S. Dollar.
Each executive is entitled to an annual salary, to be reviewed each year, an annual target bonus opportunity (calculated as a percentage of salary), and an annual long-term incentive opportunity (calculated as a percentage of salary), with cash amounts being paid in U.S. Dollars. The annual long-term incentive opportunities are 150%, 150% and 100% of the executive’s base salary, respectively.
Ms. Mwaura is a non-executive director for a Bermuda regulated bank and a London Stock Exchange listed independent exploration and production company serving as audit committee member and audit and risk committee chair, respectively. She also serves as the Executive Director of the Bermuda Public Accountability Board in Bermuda. Ms.
Mwaura is an independent non-executive director for a Bermuda regulated bank serving as audit committee member. She is also an independent non-executive director for a London Stock Exchange listed independent exploration and production company where she serves as a member of the remuneration committee and nomination committee as well as the audit and risk committee chair.
In preparing these employment agreements, the Company utilized certain benchmarking data prepared by a third party. The employment agreements have a fixed term of three years, with annual renewals thereafter, subject to termination after a specified notice period.
Employment Agreements We have previously entered into employment agreements with our Executive Chairman, President and Chief Executive Officer, and Chief Operating Officer. In preparing these employment agreements, the Company utilized certain benchmarking data prepared by a third party. The employment agreements have a fixed term of three years, with annual renewals thereafter, subject to termination after a specified notice period.
She began her career in the insurance industry at Ernst & Young Ltd. (‘EY’) in 1996, specializing in financial services and reinsurance. Ms. Mwaura was at EY from 1996 through 2013, including serving as a Partner from 2005 to 2013.
Mwaura has more than 28 years of financial services experience, with extensive reinsurance, accounting and advisory experience. She began her career in the insurance industry at Ernst & Young Ltd. (EY) in 1996, specializing in financial services and reinsurance. Ms. Mwaura was at EY from 1996 through 2013, including serving as a Partner from 2005 to 2013.
Box 941428, Amman 11194, Jordan. The business address of Walid Wasef Jabsheh, David Anthony, David King and Andreas Loucaides is 15-18 Lime Street, London, EC3M 7AN, United Kingdom. The business address of Michael T. Gray and Andrew J. Poole is 3601 N Interstate 10 Service Rd W, Metairie, LA, 70002, United States.
The business address of Walid Wasef Jabsheh, David Anthony, David King, Andreas Loucaides and Christopher Jarvis is 15 th Floor, 20 Fenchurch Street, London, EC3M 3BY, United Kingdom. The business address of Michael T. Gray and Andrew J. Poole is 3601 N Interstate 10 Service Rd W, Metairie, LA, 70002, United States.
David Anthony is the chair of the compensation committee. The Company has adopted a compensation committee charter which sets forth the requirements for compensation committee members and the responsibilities of the compensation committee. The 2020 Omnibus Incentive Plan of the Company is administered by the full board of directors.
The Company has adopted a compensation committee charter which sets forth the requirements for compensation committee members and the responsibilities of the compensation committee. The 2020 Omnibus Incentive Plan of the Company is administered by the full board of directors. The purpose of the compensation committee is to review, evaluate and approve compensation paid to our officers and directors.
Mwaura holds a Bachelor of Commerce (Co-op) degree from Dalhousie University and is a Chartered Professional Accountant (CPA) and a member of CPA Bermuda. 118 Andrew J. Poole has served as a Director since March 17, 2020. Mr.
She also serves as the Executive Director of the Bermuda Public Accountability Board in Bermuda. Ms. Mwaura holds a Bachelor of Commerce (Co-op) degree from Dalhousie University and is a Chartered Professional Accountant (CPA) and a member of CPA Bermuda. Andrew J. Poole has served as an independent non-executive Director since March 17, 2020. Mr.
Set forth below is a summary of the material terms of the 2020 Plan. 122 Administration. The 2020 Plan is administered by any committee of our board of directors duly authorized by our board of directors to administer the plan (and, if no committee is so authorized, by our board of directors).
The 2020 Plan is administered by any committee of our board of directors duly authorized by our board of directors to administer the plan (and, if no committee is so authorized, by our board of directors).
We have certified to Nasdaq that our corporate governance practices are in compliance with, and are not prohibited by, the laws of Bermuda.
As a result, we are permitted to follow certain corporate governance rules that conform to Bermuda requirements in lieu of certain Nasdaq corporate governance rules. We have certified to Nasdaq that our corporate governance practices are in compliance with, and are not prohibited by, the laws of Bermuda.
Walid Jabsheh joined IGI in 2002 and, prior to his current role at the Company, served as the President of IGI Dubai where he played a pivotal role in the growth and development of IGI Dubai.
Walid Jabsheh has served as our Chief Executive Officer since July 1, 2023 and as our President and a Director since March 17, 2020. Walid Jabsheh joined IGI in 2002 and, prior to his current role at the Company, served as the President of IGI Dubai where he played a pivotal role in the growth and development of IGI Dubai.
The nominating/governance committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors, advising the board of directors and making recommendations regarding appropriate corporate governance practices, and leading the board of directors in the annual performance evaluation of the board of directors and its committees.
The nominating/governance committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors, advising the board of directors and making recommendations regarding appropriate corporate governance practices, and leading the board of directors in the annual performance evaluation of the board of directors and its committees. 129 Table of contents Compensation Committee As a foreign private issuer, the Company is not required to have a compensation committee or a compensation committee consisting only of independent directors.
Compensation Committee As a foreign private issuer, the Company is not required to have a compensation committee or a compensation committee consisting only of independent directors. However, our board of directors has established a compensation committee consisting of a majority of independent directors. The members of the compensation committee are Walid Jabsheh, David Anthony and Andrew Poole.
However, our board of directors has established a compensation committee consisting of a majority of independent directors. The members of the compensation committee are Walid Jabsheh, David Anthony and Andrew Poole. David Anthony is the chair of the compensation committee.
In March 2023, our board of directors awarded 129,808 restricted shares to Wasef Jabsheh. These shares vest in three equal installments on January 2, 2024, January 2, 2025 and January 2, 2026. The grant date fair value of these restricted shares was $1.1 million.
The aggregate grant date fair value of the restricted shares granted to these executive officers and other employees was approximately $5.8 million. In March 2024, our board of directors awarded 89,728 restricted shares to Wasef Jabsheh. These shares vest in three equal installments on January 2, 2025, January 2, 2026 and January 2, 2027.
He is also the father of Hani Jabsheh, who was a non-executive director of IGI Dubai until shortly after the consummation of the Business Combination, and the uncle of Mohammad Abu Ghazaleh, who was the Chairman of the board of directors of IGI Dubai until shortly after the consummation of the Business Combination. 120 B.
He is also the father of Hani Jabsheh, who was a non-executive director of IGI Dubai until shortly after the consummation of the Business Combination. 118 Table of contents B.
In 2008, he joined Jubilee Group at Lloyd’s as the CEO, overseeing the sale to Ryan Specialty Group in 2011. In 2012, Mr. Loucaides joined Lloyd’s Syndicate 2526, assisting with its sale to AmTrust and supporting AmTrust in its purchase of Sagicor at Lloyd’s. 119 Classification of Directors Our board of directors is comprised of seven directors.
Loucaides joined Lloyd’s Syndicate 2526, assisting with its sale to AmTrust and supporting AmTrust in its purchase of Sagicor at Lloyd’s. Classification of Directors Our board of directors is comprised of seven directors.
During his career he has worked extensively in Europe, the Middle East, North Africa and the United States. Mr. Anthony holds a Master of Science degree in Economic History from the University of London. 117 Michael T. Gray has served as a Director since March 17, 2020. Mr. Gray has over 30 years of leadership experience in the insurance industry.
Anthony holds a Master of Science degree in Economic History from the University of London. Michael T. Gray has served as an independent non-executive Director since March 17, 2020. Mr. Gray has over 30 years of leadership experience in the insurance industry.
Executive Officer Compensation Our policies with respect to the compensation of our executive officers are administered by our board of directors in consultation with our compensation committee.
The grant date fair value of these restricted shares was $1.2 million. Executive Officer Compensation Our policies with respect to the compensation of our executive officers are administered by our board of directors in consultation with our compensation committee.
In February 2023, our board of directors approved the grant of an aggregate of 379,000 restricted shares to certain executive officers. These shares vest in three equal installments on January 2, 2024, January 2, 2025 and January 2, 2026. The aggregate grant date fair value of the restricted shares granted to these executive officers was approximately $3.1 million.
In February 2024, our board of directors approved the grant of an aggregate of 451,100 restricted shares to certain executive officers and other employees. These shares vest in three equal installments on January 2, 2025, January 2, 2026 and January 2, 2027.
Other than as provided in applicable employment agreements, we currently have no severance benefits plan. We may consider the adoption of a severance plan for executive officers and other employees in the future. Employment Agreements We have previously entered into employment agreements with our Executive Chairman, President and Chief Executive Officer, and Chief Operating Officer.
Other than as provided in applicable employment agreements or as set out under applicable local employment laws (statutory rights), we currently have no severance benefits plan. We may consider the adoption of a severance plan for executive officers and other employees in the future.
Gray 63 Director David King 78 Director Wanda Mwaura 51 Director Andrew J. Poole 43 Director Hatem Wasef Jabsheh 44 Chief Operating Officer Pervez Rizvi 62 Chief Financial Officer Andreas Loucaides 71 Chief Executive Officer, IGI UK The business address of Wasef Salim Jabsheh, Hatem Wasef Jabsheh and Pervez Rizvi is 74 Abdel Hamid Sharaf Street, P.O.
Poole 44 Director Hatem Wasef Jabsheh 45 Chief Operating Officer Pervez Rizvi 63 Chief Financial Officer Christopher Jarvis 56 Chief Underwriting Officer Andreas Loucaides 72 Chief Executive Officer, IGI UK The business address of Wasef Salim Jabsheh, Hatem Wasef Jabsheh and Pervez Rizvi is 74 Abdel Hamid Sharaf Street, P.O. Box 941428, Amman 11194, Jordan.
Any award outstanding under the 2020 Plan at the time of termination will remain in effect until such award is exercised or has expired in accordance with its terms. 125 C. Board Practices Independence of Directors As a foreign private issuer, we are not required to have a majority of independent directors.
Any award outstanding under the 2020 Plan at the time of termination will remain in effect until such award is exercised or has expired in accordance with its terms.
David King is a fellow in the Association of Chartered Certified Accountants and holds a Master of Business Administration from Cranfield University. Wanda Mwaura has served as a Director since March 17, 2020. Ms. Mwaura has more than 28 years of financial services experience, with extensive reinsurance, accounting and advisory experience.
David King is a fellow in the Association of Chartered Certified Accountants and holds a Master of Business Administration from Cranfield University. 116 Table of contents Wanda Mwaura has served as an independent non-executive Director and audit committee chair for IGI since March 17, 2020. Ms.
Anthony previously served as a non-executive Director on the board of IGI Holdings Dubai Limited from July 2018 through March 2020.From March 1994 to June 2018, Mr. Anthony was a Director and Senior Analyst with S&P Global Ratings (formerly Standard & Poor’s), where he was a lead rating analyst and a Chair of its Insurance Rating Committee.
He is also a non-executive Director of International General Insurance Co. Ltd and a member of its Audit, Risk and Compliance Committee. Mr. Anthony previously served as a non-executive Director on the board of IGI Holdings Dubai Limited from July 2018 through March 2020.From March 1994 to June 2018, Mr.
Underwriting Underwriting Support Claims and reinsurance Finance, administration and investments IT Other Total Amman 37 95 23 35 20 28 238 London 46 13 10 12 15 17 113 Dubai 10 1 - 2 - 2 15 Casablanca 5 - - 1 - - 6 Labuan 3 - - 2 9 - 14 Malta 3 1 - - 7 - 11 Bermuda 1 1 - 1 - 1 4 Norway 1 - - - - - 1 Total 106 111 33 53 51 48 402 We consider our relationship with our employees to be good and have not experienced interruptions to operations due to labor disagreements. 128 E.
Underwriting Underwriting Support Claims and reinsurance Finance, administration and investments IT Other Total Amman 31 87 32 36 25 74 285 London 56 - 10 9 19 36 130 Dubai 11 - - 2 - 3 16 Casablanca 4 - - 1 - 1 6 Labuan 5 - - 2 9 1 17 Malta 2 - - 1 8 2 13 Bermuda 1 - - 1 - 1 3 Norway 2 - - - - 1 3 Total 112 87 42 52 61 119 473 We consider our relationship with our employees to be good and have not experienced interruptions to operations due to labor disagreements.
He later founded a startup insurance company, PRI Group Plc (an FSA licensed A- rated AIM listed company with a market cap of £120 million) in 2002 as Chief Executive Officer. Following the profitable sale of PRI Group plc to Brit Holdings, Mr. Loucaides joined Catlin UK in 2004 as the Chief Executive Officer.
He began his career in the insurance industry in 1971, joining syndicate 702 at Lloyd’s which was sold to Markel in 2000. He later founded a startup insurance company, PRI Group Plc (an FSA licensed A- rated AIM listed company with a market cap of £120 million) in 2002 as Chief Executive Officer.
The purpose of the compensation committee is to review, evaluate and approve compensation paid to our officers and directors. The compensation committee will review director compensation and make recommendations to the board of directors regarding the form and amount of director compensation. Walid Jabsheh does not participate in compensation committee discussions regarding his own compensation.
The compensation committee will review director compensation and make recommendations to the board of directors regarding the form and amount of director compensation. Walid Jabsheh does not participate in compensation committee discussions regarding his own compensation. Corporate Governance Practices We are a “foreign private issuer” under applicable U.S. federal securities laws.
Before joining S&P Global Ratings, Mr. Anthony was Senior Relationship Manager and Vice President, European Insurance Banking Group, at Citibank N.A. London from June 1987 to April 1992, and senior insurance analyst at Moody’s Investors Service, New York, from April 1992 to March 1994. Mr. Anthony has more than 35 years of experience analyzing the insurance and reinsurance industries.
London from June 1987 to April 1992, and senior insurance analyst at Moody’s Investors Service, New York, from April 1992 to March 1994. Mr. Anthony has more than 35 years of experience analyzing the insurance and reinsurance industries. During his career he has worked extensively in Europe, the Middle East, North Africa and the United States. Mr.
He also served as a member of the board of directors of HCC Insurance Holdings Inc. from 1994 until 1997. Walid Jabsheh has served as our Chief Executive Officer since July 1, 2023 and as our President and a Director since March 17, 2020.
Jabsheh established Middle East Insurance Brokers and two years later founded 115 Table of contents International Marine & General Insurance Co. He also served as a member of the board of directors of HCC Insurance Holdings Inc. from 1994 until 1997.
Removed
Andreas Loucaides has served as the Chief Executive Officer of IGI UK since 2015. He began his career in the insurance industry in 1971, joining syndicate 702 at Lloyd’s which was sold to Markel in 2000.
Added
Gray 64 Director David King 79 Director Wanda Mwaura 52 Director Andrew J.
Removed
Corporate Governance Practices We are a “foreign private issuer” under applicable U.S. federal securities laws. As a result, we are permitted to follow certain corporate governance rules that conform to Bermuda requirements in lieu of certain Nasdaq corporate governance rules.
Added
Anthony was a Director and Senior Analyst with S&P Global Ratings (formerly Standard & Poor’s), where he was a lead rating analyst and a Chair of its Insurance Rating Committee. Before joining S&P Global Ratings, Mr. Anthony was Senior Relationship Manager and Vice President, European Insurance Banking Group, at Citibank N.A.
Added
Christopher Jarvis has served as our Chief Underwriting Officer since October 3, 2022. Mr. Jarvis has 30 years of industry experience. Before joining IGI, he held various underwriting positions at Lloyd’s syndicates and London market re/insurers, including AmTrust Syndicates Ltd., ANV Managing Agency, Flagstone Marlborough, BMS Group, and SVB (Novae) UW Limited.
Added
He joined Canopius Managing Agency, where he was Joint Active Underwriter, Syndicate 4444 and 1861, and held joint responsibility for all aspects of the Lloyd’s underwriting platform, including regional underwriting operations in the U.S. and across the Asia Pacific region. 117 Table of contents Andreas Loucaides has served as the Chief Executive Officer of IGI UK since 2015.
Added
Following the profitable sale of PRI Group plc to Brit Holdings, Mr. Loucaides joined Catlin UK in 2004 as the Chief Executive Officer. In 2008, he joined Jubilee Group at Lloyd’s as the CEO, overseeing the sale to Ryan Specialty Group in 2011. In 2012, Mr.
Added
Set forth below is a summary of the material terms of the 2020 Plan. The 2020 Plan was amended on August 9, 2024 to decrease the aggregate number of common shares that may be issued under the 2020 Plan by 400,000 common shares. Administration.
Added
Description of IGI (Global) Stock Purchase Plan On August 8, 2024, the board approved the adoption of the IGI (Global) Stock Purchase Plan (the “Global Plan”) pursuant to which 200,000 common shares (the “Shares”) of the Company may be offered or sold to eligible employees of the Company and any participating subsidiary who have enrolled in the Global Plan (the “Participants”) to acquire shares in the Company through payroll deductions.
Added
The purpose of the Global Plan is to incentivize employees of the Company its subsidiaries by providing them with a proprietary interest in the long-term success of the Company.
Added
It is intended that the Global Plan will be used for employees who are not UK tax resident and/or do not qualify for participation in the UK Stock Purchase Plan at the board’s discretion.
Added
The grant of awards under the Global Plan are based on the terms and conditions of the Global Plan (including any free share agreement and partnership share agreement entered into pursuant to the Global Plan). Administration . The Global Plan is administered by the board.
Added
The board has the power to construe and interpret the Global Plan, to establish, amend and revoke rules and regulations for administration of the Global Plan, to allocate and delegate such of its rights and powers as it deems desirable to facilitate the administration and operation of the Global Plan, and generally, to exercise such powers fairly and reasonably.
Added
Any determinations of the board shall be final and conclusive. Shares under the Global Plan will be held on behalf of Participants by the nominee appointed by the board (the “Nominee”). Eligibility .
Added
The board may grant an award under the Global Plan to anyone who is an employee of the Company or its subsidiaries at the date the award is granted (“Award Date”) and is not under notice of termination of employment. Awards . The board may invite all eligible employees, or any of them, to participate in the Global Plan.
Added
The board can: (a) make an award of free shares (“Free Share Awards”); and/or (b) give eligible employees the opportunity to invest in partnership shares (“Partnership Share Awards”); and/or (c) make an award of matching shares to those eligible employees who have invested in partnership shares (“Matching Share Awards”).
Added
The aggregate number of Shares that may be issued with respect to Awards which may be granted under the Global Plan shall not exceed 200,000 Shares, which may be either authorized and unissued Shares or Shares held in or acquired for the treasury of the Company or both. Participation.
Added
Employees will be able to participate only if they enter into a contract with the Company (referred to as free share agreement or partnership share agreement) and a nominee agreement with the Nominee. (a) Free Share Awards 123 Table of contents The board may grant Free Share Awards, representing conditional rights to receive Shares following vesting.
Added
The vesting of Free Share Awards may be subject to the achievement of one or more performance conditions. Following vesting of Free Share Awards, the Nominee will hold Shares on behalf of the Participants.
Added
(b) Partnership Share Awards The board may grant Partnership Share Awards, representing rights to purchase Shares by deducting contributions from the Participant’s salary or by another payment method agreed by the board.

… 77 more changes not shown on this page.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

27 edited+2 added−23 removed20 unchanged
Biggest changeAs a result of vesting of certain Earnout Shares at $11.50 and $12.75 thresholds, as of the date of this annual report, the outstanding unvested number of Earnout Shares was as follows: Holder Number of Earnout Shares Company Share Price Threshold Wasef Jabsheh 131,148 15.25 Sponsor and its transferees 550,000 14.00 331,352 15.25 132 Registration Rights Agreement with Former IGI Dubai Shareholders At the Closing, the Company, the Purchaser Representative and the Sellers entered into a Registration Rights Agreement (the “Registration Rights Agreement”) that became effective upon the consummation of the Business Combination.
Biggest changeRelated Party Transactions Transactions Related to the Business Combination Registration Rights Agreement with Former IGI Dubai Shareholders At the Closing, the Company, the Purchaser Representative and the Sellers entered into a Registration Rights Agreement (the “Registration Rights Agreement”) that became effective upon the consummation of the Business Combination.
Related parties are deemed to include directors, director nominees, executive officers, beneficial owners of more than five percent of our voting securities, or an immediate family member of the preceding group. 134 Employment Agreements We have entered into employment agreements with our Executive Chairman, President and Chief Executive Officer, and Chief Operating Officer.
Related parties are deemed to include directors, director nominees, executive officers, beneficial owners of more than five percent of our voting securities, or an immediate family member of the preceding group. Employment Agreements We have entered into employment agreements with our Executive Chairman, President and Chief Executive Officer, and Chief Operating Officer.
Jabsheh is currently the President and Chief Executive Officer of the Company and is the son of Wasef Jabsheh. (4) As of December 31, 2023, Hatem Wasef Jabsheh’s ownership includes 25,879 common shares owned by his wife Sarah Ann Bystrzycki, for which common shares he disclaims beneficial ownership.
Jabsheh is currently the President and Chief Executive Officer of the Company and is the son of Wasef Jabsheh. (4) As of December 31, 2024, Hatem Wasef Jabsheh’s ownership includes 25,879 common shares owned by his wife Sarah Ann Bystrzycki, for which common shares he disclaims beneficial ownership.
Our shareholders entitled to vote for the election of directors may, at any special general meeting convened and held in accordance with the Amended and Restated Bye-laws, remove a director only with cause, provided that the notice of any such meeting convened for the purpose of removing a director must contain a statement of the intention so to do and be served on such director not less than 14 days before the meeting and at such meeting the director will be entitled to be heard on the motion for such director’s removal; provided further that a Jabsheh Director may only be removed by Wasef Jabsheh by notice in writing to the Jabsheh Director and the secretary, so long as Wasef Jabsheh is entitled to appoint such director in accordance with the Amended and Restated Bye-laws. 133 Approval of Certain Transactions.
Our shareholders entitled to vote for the election of directors may, at any special general meeting convened and held in accordance with the Amended and Restated Bye-laws, remove a director only with cause, provided that the notice of any such meeting convened for the purpose of removing a director must contain a statement of the intention so to do and be served on such director not less than 14 days before the meeting and at such meeting the director will be entitled to be heard on the motion for such director’s removal; provided further that a Jabsheh Director may only be removed by Wasef Jabsheh by notice in writing to the Jabsheh Director and the secretary, so long as Wasef Jabsheh is entitled to appoint such director in accordance with the Amended and Restated Bye-laws.
(3) As of December 31, 2023, Walid Wasef Jabsheh’s ownership included 82,455 common shares owned by his wife Zeina Salem Al Lozi, for which common shares he disclaims beneficial ownership.
(3) As of December 31, 2024, Walid Wasef Jabsheh’s ownership included 82,455 common shares owned by his wife Zeina Salem Al Lozi, for which common shares he disclaims beneficial ownership.
The Company also agreed to file within 30 days after the Closing a resale registration statement on Form F-1, F-3, S-1 or S-3 covering all Registrable Securities and to use its commercially reasonable efforts to cause such registration statement to be declared effective as soon as possible thereafter.
The Company 134 Table of contents also agreed to file within 30 days after the Closing a resale registration statement on Form F-1, F-3, S-1 or S-3 covering all Registrable Securities and to use its commercially reasonable efforts to cause such registration statement to be declared effective as soon as possible thereafter.
(9) According to a Schedule 13D/A filed with the SEC on March 17, 2023, Omnivest owned 9,575,138 shares. The business address of Ominvest is Madinat Al Erfaan, Muscat Hills, Block No 9993, Building No. 95, Seventh Floor, Sultanate of Oman.
(10) According to a Schedule 13D/A filed with the SEC on March 2, 2023, Ominvest owned 9,575,138 shares. The business address of Ominvest is Madinat Al Erfaan, Muscat Hills, Block No 9993, Building No. 95, Seventh Floor, Sultanate of Oman.
We believe that, as of December 31, 2023, approximately 20.7 million of our common shares, or 45% of our total outstanding common shares, we held by 18 U.S. record holders. Unless otherwise indicated, the business address of each beneficial owner listed in the tables below is c/o International General Insurance Holdings Ltd., 74 Abdel Hamid Sharaf Street, P.O.
We believe that, as of December 31, 2024, approximately 20.7 million of our common shares, or 46% of our total outstanding common shares, were held by 17 U.S. record holders. Unless otherwise indicated, the business address of each beneficial owner listed in the tables below is c/o International General Insurance Holdings Ltd., 74 Abdel Hamid Sharaf Street, P.O.
Major Shareholders The following table sets forth information regarding beneficial ownership of the Company’s common shares based on 46,074,179 common shares issued and outstanding as of December 31, 2023, with respect to beneficial ownership of our shares by: ● each person known by us to be the beneficial owner of more than 5% of our issued and outstanding common shares; ● each of our executive officers and directors; and ● all our executive officers and directors as a group.
Major Shareholders The following table sets forth information regarding beneficial ownership of the Company’s common shares based on 45,108,936 common shares issued and outstanding as of December 31, 2024, with respect to beneficial ownership of our shares by: • each person known by us to be the beneficial owner of more than 5% of our issued and outstanding common shares; • each of our executive officers and directors; and • all our executive officers and directors as a group.
(“Tiberius”) prior to the consummation of the business combination between the Company and Tiberius and is currently a director of the Company. (8) As of December 31, 2023, Andrew J.
(“Tiberius”) prior to the consummation of the business combination between the Company and Tiberius and is currently a director of the Company. (9) As of December 31, 2024, Andrew J.
Jabsheh’s ownership does not include 766,982 common shares beneficially owned by his brothers or 14,373,211 common shares beneficially owned by his father, as Mr. Jabsheh does not have the right to vote or dispose of such common shares and thus does not have beneficial ownership of such common shares. Mr.
Jabsheh’s ownership does not include 806,982 common shares beneficially owned by his brothers or 14,462,939 common shares beneficially owned by his father, as Mr. Jabsheh does not have the right to vote or dispose of such common shares and thus does not have beneficial ownership of such common shares. Mr.
Jabsheh’s ownership does not include 899,719 common shares beneficially owned by his brothers or 14,373,211 common shares beneficially owned by his father, as Mr. Jabsheh does not have the right to vote or dispose of such common shares and thus does not have beneficial ownership of such common shares. Mr.
Jabsheh’s ownership does not include 979,719 common shares beneficially owned by his brothers or 14,462,939 common shares beneficially owned by his father, as Mr. Jabsheh does not have the right to vote or dispose of such common shares and thus does not have beneficial ownership of such common shares. Mr.
Poole’s ownership also includes 55,485 common shares owned by his wife Sarah Karp, 230,000 common shares owned by his son Torin Perry Poole, 3,227 common shares owned by his daughter Mila Adeline Poole, and 2,863 common shares owned by his daughter Isla Dae Poole, for all of which he disclaims beneficial ownership.
Poole’s beneficial ownership of 648,592 common shares included 55,485 common shares owned by his wife Sarah Karp, 55,485 common shares owned by his son Torin Perry Poole, 3,227 common shares owned by his daughter Mila Adeline Poole, and 2,863 common shares owned by his daughter Isla Dae Poole, for all of which he disclaims beneficial ownership.
For purposes of the policy, interested transactions include transactions, arrangements or relationships generally involving amounts greater than $120,000 in the aggregate in which the Company is a participant and a related party has a direct or indirect interest.
Related Party Transaction Policy and Practices Related Party Transaction Policy Our board of directors has adopted a written related party transactions policy. For purposes of the policy, interested transactions include transactions, arrangements or relationships generally involving amounts greater than $120,000 in the aggregate in which the Company is a participant and a related party has a direct or indirect interest.
Our board of directors may approve the following transactions only if each Jabsheh Director then in office votes in favor of such transactions: ● sell or dispose of all or substantially all of the assets of the Company and its subsidiaries on a consolidated basis; ● enter into any transaction in which one or more third parties acquire or acquires 25% or more of the Company’s common shares; ● enter into any merger, consolidation, or amalgamation with an aggregate value equal to or greater than $75 million (exclusive of inter-company transactions); ● alter the size of the board of directors; ● incur debt in an amount of $50 million (or other equivalent currency) or more; and ● issue common shares (or securities convertible into common shares) in an amount equal to or greater than 10% of the then issued and outstanding common shares of the Company.
The following transactions require the approval of a majority of our board of directors with such majority to include the affirmative vote of each Jabsheh Director: • sell or dispose of all or substantially all of the assets of the Company and its subsidiaries on a consolidated basis; • enter into any transaction in which one or more third parties acquire or acquires 25% or more of the Company’s common shares; • enter into any merger, consolidation, or amalgamation with an aggregate value equal to or greater than $75 million (exclusive of inter-company transactions); 135 Table of contents • alter the size of the board of directors; • incur debt in an amount of $50 million (or other equivalent currency) or more; and • issue common shares (or securities convertible into common shares) in an amount equal to or greater than 10% of the then issued and outstanding common shares of the Company.
As of December 31, 2023, his shares also included 111,667 restricted shares for which he has the right to vote, of which 53,333 vest on January 2, 2024, 38,334 vest on January 2, 2025 and 20,000 vest on January 2, 2026. Mr.
As of December 31, 2024, his shares also included 78,333 restricted shares for which he has the right to vote, of which 38,332 vest on January 2, 2025, 26,667 vest on January 2, 2026 and 13,334 vest on January 2, 2027. Mr.
(10) According to a Schedule 13G filed with the SEC on January 30, 2024, Royce & Associates, LP beneficially owned 3,750,321 common shares of the Company as of December 31, 2023. Royce & Associates, LP’s shares are beneficially owned by one or more registered investment companies or other managed accounts that are investment management clients of Royce & Associates, LP.
(11) According to a Schedule 13G/A filed with the SEC on February 11, 2025, Royce & Associates, LP beneficially owned 2,394,020 common shares of the Company as of December 31, 2024. Royce & Associates, LP’s shares are beneficially owned by one or more registered investment companies or other managed accounts that are investment management clients of Royce & Associates, LP.
Wasef Jabsheh’s ownership does not include 1,267,576 common shares beneficially owned by his adult children, as Mr. Jabsheh does not have the right to vote or dispose of such common shares and thus does not have beneficial ownership of such common shares. Mr. Jabsheh is the Executive Chairman of the Company’s board of directors.
Wasef Jabsheh’s ownership does not include 1,387,576 common shares beneficially owned by his adult children, as Mr. Jabsheh does not have the right to vote or dispose of such common shares and thus does not have beneficial ownership of such common shares. Of the 14,462,939 common shares beneficially owned by Wasef Jabsheh, 220,536 common shares are directly owned by Mr.
Box 941428, Amman 11194, Jordan. Name and Address of Beneficial Owner Number of Common Shares Beneficially Owned Percentage of Outstanding Common Shares (1) Directors and Executive Officers Wasef Salim Jabsheh (2) 14,373,211 31.2 % Walid Wasef Jabsheh (3) 500,594 1.1 % Hatem Wasef Jabsheh (4) 367,857 * Pervez Rizvi (5) 75,000 * Andreas Loucaides (6) 80,000 * Michael T.
Box 941428, Amman 11194, Jordan. 132 Table of contents Name and Address of Beneficial Owner Number of Common Shares Beneficially Owned Percentage of Outstanding Common Shares (1) Directors and Executive Officers Wasef Salim Jabsheh (2) 14,462,939 32.1 % Walid Wasef Jabsheh (3) 580,594 1.3 % Hatem Wasef Jabsheh (4) 407,857 * Pervez Rizvi (5) 108,000 * Andreas Loucaides (6) 110,000 * Christopher Jarvis (7) 25,000 * Michael T.
Gray’s ownership does not include 34,264 common shares owned by his adult son Joe Skuba. The business address of each of The Gray Insurance Company and Michael T. Gray is 3601 N Interstate 10 Service Rd W Metairie, LA 70002. Mr. Gray was previously the Chairman and Chief Executive Officer of Tiberius Acquisition Corp.
The business address of each of The Gray Insurance Company and Michael T. Gray is 3601 N Interstate 10 Service Rd W Metairie, LA 70002. Mr. Gray was previously the Chairman and Chief Executive Officer of Tiberius Acquisition Corp.
As of December 31, 2023, his shares also included 73,333 restricted shares for which he has the right to vote, of which 35,000 vest on January 2, 2024, 24,999 vest on January 2, 2025 and 13,334 vest on January 2, 2026. Mr.
As of December 31, 2024, his shares also included 138,334 restricted shares for which he has the right to vote, of which 65,001 vest on January 2, 2025, 46,667 vest on January 2, 2026 and 26,666 vest on January 2, 2027. Mr.
Jabsheh is currently the Chief Operating Officer of the Company and is the son of Wasef Jabsheh. (5) As of December 31, 2023, his shares included 43,333 restricted shares, of which 20,000 vest on January 2, 2024, 14,999 vest on January 2, 2025 and 8,334 vest on January 2, 2026.
Jabsheh is currently the Chief Operating Officer of the Company and is the son of Wasef Jabsheh. 133 Table of contents (5) As of December 31, 2024, Pervez Rizvi’s shares included 48,333 restricted shares, of which 23,332 vest on January 2, 2025, 16,667 vest on January 2, 2026 and 8,334 vest on January 2, 2027.
(6) As of December 31, 2023, his shares included 51,667 restricted shares, of which 23,333 vest on January 2, 2024, 18,334 vest on January 2, 2025 and 10,000 vest on January 2, 2026. (7) As of December 31, 2023, Michael T.
(6) As of December 31, 2024, Andreas Loucaides’ shares included 58,334 restricted shares, of which 28,334 vest on January 2, 2025, 20,000 vest on January 2, 2026 and 10,000 vest on January 2, 2027.
Poole (8) 648,592 1.4 % David Anthony * * David King * * Wanda Mwaura * * All directors and executive officers as a group (ten individuals) 18,758,757 40.7 % Five Percent or Greater Shareholders Oman International Development & Investment Company SAOG (9) 9,575,138 20.8 % Royce & Associates, LP (10) 3,750,321 8.2 % * Less than 1% (1) Based on 46,074,179 common shares of the Company issued and outstanding as of December 31, 2023. 129 (2) As of December 31, 2023, Wasef Salim Jabsheh’s 14,373,211 common shares beneficially owned included 400,000 contingent then unvested common shares (which vested in January 2024) and 131,148 contingent unvested common shares that vest at $15.25 per share.
Poole (9) 648,592 1.4 % David Anthony * * David King * * Wanda Mwaura * * All directors and executive officers as a group (eleven individuals) 19,056,485 42.2 % Five Percent or Greater Shareholders Oman International Development & Investment Company SAOG (10) 9,575,138 21.2 % Royce & Associates, LP (11) 2,394,020 5.3 % * Less than 1% (1) Based on 45,108,936 common shares of the Company issued and outstanding as of December 31, 2024.
Gray’s beneficial ownership of 2,713,503 common shares included (1) 1,408,191 common shares owned by the Gray Insurance Company, of which Michael T. Gray is President, (2) 668,861 contingent unvested common shares owned by Mr.
Gray’s beneficial ownership of 2,713,503 common shares included 1,793,722 common shares owned by the Gray Insurance Company, of which Michael T. Gray is President and 105,741 common shares owned by his wife Linda Gray, for which shares he disclaims beneficial ownership. Mr. Gray’s ownership does not include 100,000 common shares owned by his adult son Joe Skuba.
The interest of one account, Royce Small-Cap Total Return Fund, an investment company registered under the Investment Company Act of 1940 and managed by Royce & Associates, LP, amounted to 2,674,312 common shares. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of the Company. 130 B.
We are not aware of any arrangement that may, at a subsequent date, result in a change of control of the Company. B.
Mr. Jabsheh has the right to vote and receive dividends with respect to these contingent unvested common shares. As of December 31, 2023, his shares also included 273,456 restricted shares for which he has the right to vote, of which 137,124 vest on January 2, 2024, 93,063 vest on January 2, 2025 and 43,270 vest on January 2, 2026.
(2) As of December 31, 2024, Wasef Salim Jabsheh’s beneficial ownership of 14,462,939 common shares included 226,060 restricted shares for which he has the right to vote, of which 122,971 vest on January 2, 2025, 73,179 vest on January 2, 2026 and 29,910 vest on January 2, 2027.
Removed
Gray, including 122,032 contingent then unvested common shares (which vested in January 2024), 417,396 common shares that vest at $14.00 per share and 251,465 common shares that vest at $15.25 per share, with respect to which Mr.
Added
Jabsheh and 14,242,403 common shares are owned by W. Jabsheh Investment Co., for which Wasef Jabsheh is the sole director and officer. Mr. Jabsheh is the Executive Chairman of the Company’s board of directors.
Removed
Gray has the right to vote and receive dividends and (3) 85,448 unvested common shares owned by his wife Linda Gray, for which shares he disclaims beneficial ownership, including 13,184 contingent then unvested common shares (which vested in January 2024), 45,096 common shares that vest at $14.00 per share and 27,168 common shares that vest at $15.25 per share. Mr.
Added
(7) As of December 31, 2024, all of Christopher Jarvis’ shares were restricted shares, of which 8,333 vest on January 2, 2025, 8,333 vest on January 2, 2026 and 8,334 vest on January 2, 2027. (8) As of December 31, 2024, Michael T.
Removed
Poole’s beneficial ownership included 85,448 contingent unvested common shares, including 13,184 contingent then unvested common shares (which vested in January 2024), 45,096 common shares that vest at $14.00 per share and 27,168 common shares that vest at $15.25 per share. Mr. Poole has the right to vote and receive dividends with respect to these contingent unvested common shares. Mr.
Removed
Related Party Transactions Transactions Related to the Business Combination Sponsor Share Letter Simultaneously with the execution of the Business Combination Agreement on October 10, 2019, the Sponsor, Tiberius, IGI Dubai, Wasef Jabsheh and Argo entered into the Sponsor Share Letter, to which the Company became a party by executing and delivering a joinder thereto, pursuant to which the Sponsor agreed: (a) to transfer to Wasef Jabsheh at the Closing (i) 4,000,000 of its Tiberius private warrants (which became our private warrants at the Closing) and (ii) 1,000,000 of its Tiberius founder shares (represented by our common shares issued in exchange therefor in the Merger) (the “Jabsheh Earnout Shares”), with such Jabsheh Earnout Shares being subject to certain vesting and share acquisition provisions as set forth therein; (b) to transfer to Argo at the Closing (i) 500,000 of its Tiberius private warrants (which became our private warrants at the Closing) and (ii) 39,200 of its Tiberius founder shares (represented by our common shares issued in exchange therefor in the Merger) (the “Argo Earnout Shares”), with such Argo Earnout Shares being subject to certain vesting and share acquisition provisions as set forth therein; (c) effective upon the consummation of the Business Combination to subject 1,973,300 of its remaining Tiberius founder shares (represented by our common shares issued in exchange therefor in the Merger) (the “Sponsor Earnout Shares” and, together with the Jabsheh Earnout Shares and the Argo Earnout Shares, the “Earnout Shares”) to potential vesting and share acquisition obligations as set forth therein; (d) to waive its right to convert any loans outstanding to Tiberius into Tiberius warrants and/or warrants of the Company so long as such loans are repaid at Closing; and (e) to not, without the prior written consent of IGI, seek or agree to a waiver or amendment of or terminate the provisions of the Tiberius Insider Letter regarding the Sponsor’s agreements therein not to redeem any of its Tiberius securities in connection with the Closing, not to transfer any of its Tiberius securities prior to the Closing and to vote in favor of the Business Combination at the special meeting of Tiberius stockholders that was held on March 13, 2020.
Removed
In addition, on March 16, 2020, the Sponsor agreed to transfer to Wasef Jabsheh at the Closing an additional 131,148 of its Earnout Shares (represented by our common shares issued in exchange therefor in the Merger) that are subject to potential vesting and share acquisition obligations (the “Share Transfer Letter”).
Removed
The Earnout Shares cannot be transferred by any of Wasef Jabsheh, Argo or the Sponsor unless and until they vest in accordance with the requirements of the Sponsor Share Letter and except as otherwise permitted by the Sponsor Share Letter, including with the of all consent of all of the parties to the Sponsor Share Letter.
Removed
Any Earnout Shares that fail to vest on or prior to the eight-year anniversary of the Closing (the period from the Closing until such date, the “Earnout Period”) will be transferred to the Company for cancellation.
Removed
Unless and until any Earnout Shares are transferred to the Company for cancellation, each of Wasef Jabsheh, Argo and the Sponsor will own all rights to such Earnout Shares, including the right to vote such shares and to receive dividends.
Removed
Pursuant to the terms of the Sponsor Share Letter, Earnout Shares vest and are no longer subject to acquisition by the Company for cancellation as follows: Holder Number of Earnout Shares Company Share Price Threshold* Wasef Jabsheh 131,148 15.25 400,000 12.75 131,148 15.25 Argo 39,200 12.75 Sponsor and its transferees 800,000 11.50 160,800 12.75 550,000 14.00 331,352 15.25 * Based on the closing price of our common shares on the principal exchange on which such securities are then listed or quoted for 20 trading days over a 30 trading day period at any time during the Earnout Period (in each case subject to equitable adjustment for share splits, share dividends, reorganizations, combinations, recapitalizations and similar transactions) 131 Additionally, all Earnout Shares will automatically vest and no longer be subject to acquisition by the Company for cancellation if after the Closing (1) the Company engages in a “going private” transaction pursuant to Rule 13e-3 under the Exchange Act or otherwise ceases to be subject to reporting obligations under Sections 13 or 15(d) of the Exchange Act, (2) the Company’s common shares cease to be listed on a national securities exchange or (3) the Company is subject to a change of control.
Removed
The Tiberius private warrants and the Earnout Shares transferred by the Sponsor to Wasef Jabsheh and Argo under the Sponsor Share Letter and the Share Transfer Letter were transferred to them as “permitted transferees” and each of Wasef Jabsheh and Argo agreed to be bound by the transfer restrictions set forth in the Warrant Agreement and the Insider Letter with respect to such securities.
Removed
In addition, on February 12, 2020, Tiberius, the Sponsor, the Company and IGI Dubai entered into a letter agreement (the “Letter Agreement”) in which (1) the Sponsor agreed to forfeit 180,000 shares of Tiberius common stock at Closing and (2) Tiberius agreed to use its reasonable best efforts to repurchase 3,000,000 warrants from a warrant holder at Closing for an aggregate purchase price of $4,275,000.
Removed
Pursuant to the Sponsor Shares Letter, the Share Transfer Letter and the Letter Agreement, at the Closing: ● the Sponsor transferred to Wasef Jabsheh at (i) 4,000,000 of its Tiberius private warrants (which became our private warrants at the Closing) and (ii) 1,131,148 of its Tiberius founder shares (represented by our common shares issued in exchange therefor in the Merger); ● the Sponsor transferred to Argo (i) 500,000 of its Tiberius private warrants (which became our private warrants at the Closing) and (ii) 39,200 of its Tiberius founder shares (represented by our common shares issued in exchange therefor in the Merger); ● the Sponsor forfeited 180,000 shares of Tiberius common stock; and ● Tiberius repurchased 3,000,000 warrants from a warrant holder for an aggregate purchase price of $4,275,000.
Removed
On April 6, 2020, the Sponsor distributed all of its 2,902,152 common shares, including 1,842,152 common shares subject to vesting, to its members.
Removed
The members of the Sponsor, who include, among others, Michael Gray and Andrew Poole, are subject to the transfer restrictions and vesting set forth in the Sponsor Share Letter and the Insider Letter with respect to such common shares.
Removed
On October 4, 2023, we completed the repurchase and redemption of all outstanding public and private warrants, including warrants held by Mr. Jabsheh and Argo.
Removed
As of December 13, 2023, the Company’s common shares traded at or above the price of $11.50 per shares for 20 trading days over a 30 trading day period, which caused certain number of the Earnout Shares to vest in accordance with the requirements of the Sponsor Share Letter.
Removed
As of January 23, 2024, the Company’s common shares traded at or above the price of $12.75 per shares for 20 trading days over a 30 trading day period, which caused an additional number of the Earnout Shares to vest in accordance with the requirements of the Sponsor Share Letter.
Removed
Non-Competition Agreement Simultaneously with the execution of the Business Combination Agreement on October 10, 2019, Wasef Jabsheh, Tiberius, IGI Dubai and the Purchaser Representative entered into a Non-Competition and Non-Solicitation Agreement (the “Non-Competition Agreement”), to which the Company became a party by executing and delivering a joinder thereto, in favor of Tiberius, the Company, IGI Dubai and their respective successors, affiliates and subsidiaries (collectively, the “Covered Parties”) relating to the Covered Parties’ business after the Closing.
Removed
The Non-Competition Agreement became effective upon the consummation of the Business Combination.
Removed
Under the Non-Competition Agreement, for a period of three (3) years after the Closing (the “Restricted Period”), Wasef Jabsheh and his controlled affiliates will not, without the Company’s prior written consent, anywhere in Asia, Africa, the Middle East, Central America, South America, Continental Europe or in any other markets in which the Covered Parties are engaged, or are actively contemplating to become engaged, in the Business, as of the date of the Closing or during the Restricted Period, directly or indirectly engage in the business (or own, manage, finance or control, or become engaged or serve as an officer, director, employee, member, partner, agent, consultant, advisor or representative of, an entity that engages in the business) of commercial property and casualty insurance and reinsurance (collectively, the “Business”).
Removed
However, Wasef Jabsheh and his controlled affiliates may own passive investments of no more than 3% of the total outstanding equity interests of a competitor that is publicly traded, so long as Wasef Jabsheh and his controlled affiliates and their respective equity holders, directors, officers, managers and employees who were involved with the business of any of the Covered Parties are not involved in the management or control of such competitor.
Removed
Under the Non-Competition Agreement, during the Restricted Period, Wasef Jabsheh and his controlled affiliates also will not, without the Company’s prior written consent, (i) solicit or hire the Covered Parties’ employees, consultants or independent contractors as of the Closing, during the Restricted Period or at any time within the six (6) month period prior to such solicitation, or (ii) solicit or induce the Covered Parties’ customers as of the Closing, during the Restricted Period or at any time within the 6 month period prior to such solicitation.
Removed
Wasef Jabsheh also agreed to certain confidentiality obligations with respect to the information of the Covered Parties. Our Related Party Transaction Policy and Practices Related Party Transaction Policy Our board of directors has adopted a written related party transactions policy.

Other IGIC 10-K year-over-year comparisons