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What changed in International General Insurance Holdings Ltd.'s 20-F — 2022 vs 2023

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Paragraph-level year-over-year comparison of International General Insurance Holdings Ltd.'s 2022 and 2023 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 2023 report.

+682 added−734 removedSource: 20-F (2024-04-08) vs 20-F (2023-04-06)

Top changes in International General Insurance Holdings Ltd.'s 2023 20-F

682 paragraphs added · 734 removed · 560 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

171 edited+17 added−47 removed487 unchanged
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-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. 2 ● 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, 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. ● The exit of the United Kingdom from the European Union (the “EU”) could have a material adverse effect on our business. ● If actual renewals of our existing policies and contracts do not meet expectations, our future operating results could be materially adversely affected.
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.
We write business on a worldwide basis, and our results of operations may be affected by fluctuations in the value of currencies other than the U.S. Dollar. The primary foreign currencies in which we operate are the euro, the Sterling and the Australian Dollar.
We write business on a worldwide basis, and our results of operations may be affected by fluctuations in the value of currencies other than the U.S. Dollar. The primary foreign currencies in which we operate are the euro, Sterling and the Australian Dollar.
Among other things, the insurance laws and regulations applicable to us may: ● require the maintenance of certain solvency levels; ● restrict agreements with large revenue-producing agents; 7 ● require obtaining licenses or authorizations from regulators; ● regulate transactions, including transactions with affiliates and intra-group guarantees; ● in certain jurisdictions, restrict the payment of dividends or other distributions; ● require the disclosure of financial and other information to regulators; ● impose restrictions on the nature, quality and concentration of investments; ● regulate the admissibility of assets and capital; ● provide for involvement in the payment or adjudication of catastrophe or other claims beyond the terms of the policies; and ● establish certain minimum operational requirements or customer service standards such as the timeliness of finalized policy language or lead time for notice of non-renewal or changes in terms and conditions.
Among other things, the insurance laws and regulations applicable to us may: ● require the maintenance of certain solvency levels; ● restrict agreements with large revenue-producing agents; ● require obtaining licenses or authorizations from regulators; ● regulate transactions, including transactions with affiliates and intra-group guarantees; ● in certain jurisdictions, restrict the payment of dividends or other distributions; ● require the disclosure of financial and other information to regulators; ● impose restrictions on the nature, quality and concentration of investments; ● regulate the admissibility of assets and capital; ● provide for involvement in the payment or adjudication of catastrophe or other claims beyond the terms of the policies; and ● establish certain minimum operational requirements or customer service standards such as the timeliness of finalized policy language or lead time for notice of non-renewal or changes in terms and conditions.
Factors that could affect such an analysis include but are not limited to: ● if we change our business practices from our organizational business plan in a manner that no longer supports our ratings; ● if unfavorable financial, regulatory or market trends affect us, including excess market capacity; ● if our losses exceed our loss reserves; ● if we have unresolved issues with government regulators; 28 ● if we are unable to retain our senior management or other key personnel; ● if a rating agency has concerns with the quality of our risk management; ● if our investment portfolio incurs significant losses; or ● if the rating agencies alter their capital adequacy assessment methodology in a manner that would adversely affect our ratings.
Factors that could affect such an analysis include but are not limited to: ● if we change our business practices from our organizational business plan in a manner that no longer supports our ratings; ● if unfavorable financial, regulatory or market trends affect us, including excess market capacity; ● if our losses exceed our loss reserves; ● if we have unresolved issues with government regulators; ● if we are unable to retain our senior management or other key personnel; ● if a rating agency has concerns with the quality of our risk management; ● if our investment portfolio incurs significant losses; or ● if the rating agencies alter their capital adequacy assessment methodology in a manner that would adversely affect our ratings.
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, our premiums may prove to be inadequate to cover the losses associated with such risks. ● The insurance and reinsurance industries are highly competitive. ● Consolidation in the insurance and reinsurance industry could adversely impact us. ● Our operating results are affected by the cyclicality of the insurance and reinsurance industry. ● If market conditions cause reinsurance to be more costly or unavailable, we may be required to bear increased risks or reduce the level of our underwriting commitments. 1 ● The Company and its operating subsidiaries are subject to extensive laws and regulations.
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, our premiums may prove to be inadequate to cover the losses associated with such risks. ● The insurance and reinsurance industries are highly competitive. ● Consolidation in the insurance and reinsurance industry could adversely impact us. ● Our operating results are affected by the cyclicality of the insurance and reinsurance industry. ● If market conditions cause reinsurance to be more costly or unavailable, we may be required to bear increased risks or reduce the level of our underwriting commitments. ● The Company and its operating subsidiaries are subject to extensive laws and regulations.
The former IGI Dubai shareholders will continue to be able to exercise a significant degree of influence over the outcome of certain matters requiring an ordinary resolution of our shareholders including: ● the appointment and removal of directors; ● a change of control in the Company, which could deprive shareholders of an opportunity to earn a premium for the sale of their shares over the then prevailing market price; 45 ● substantial mergers or other business combinations; ● the acquisition or disposal of substantial assets; ● the alteration of our share capital; ● amendments to our organizational documents; and ● the winding up of the Company.
The former IGI Dubai shareholders will continue to be able to exercise a significant degree of influence over the outcome of certain matters requiring an ordinary resolution of our shareholders including: ● the appointment and removal of directors; ● a change of control in the Company, which could deprive shareholders of an opportunity to earn a premium for the sale of their shares over the then prevailing market price; ● substantial mergers or other business combinations; ● the acquisition or disposal of substantial assets; ● the alteration of our share capital; ● amendments to our organizational documents; and ● the winding up of the Company.
Although we take industry standard protective measures and endeavor to modify them as circumstances warrant, our computer systems, software and networks may be vulnerable to unauthorized access, computer viruses or other malicious code and other events that could have a security impact. 29 We routinely transmit and receive personal, confidential and proprietary information by email and other electronic means.
Although we take industry standard protective measures and endeavor to modify them as circumstances warrant, our computer systems, software and networks may be vulnerable to unauthorized access, computer viruses or other malicious code and other events that could have a security impact. We routinely transmit and receive personal, confidential and proprietary information by email and other electronic means.
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. 33 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 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.
Following the UK’s departure from the EU it is anticipated that there would be a divergence between UK and EU regulatory systems as the UK determines which EU laws and regulations to maintain and which to replace. The BMA has also implemented and imposed additional requirements on the commercial insurance companies it regulates, driven, in large part, by Solvency II.
Following the UK’s departure from the EU it is anticipated that there would be a divergence between UK and EU regulatory systems as the UK determines which EU laws and regulations to maintain and which to replace. 11 The BMA has also implemented and imposed additional requirements on the commercial insurance companies it regulates, driven, in large part, by Solvency II.
Unconventional monetary policy from the major central banks, and reversal of such policies, and moderate global economic growth remain key uncertainties for markets and our business. 26 Our exposure to interest rate risk relates primarily to the market price and yield variability of outstanding fixed income instruments that are associated with changes in prevailing interest rates.
Unconventional monetary policy from the major central banks, and reversal of such policies, and moderate global economic growth remain key uncertainties for markets and our business. Our exposure to interest rate risk relates primarily to the market price and yield variability of outstanding fixed income instruments that are associated with changes in prevailing interest rates.
As such, a significant award in monetary terms on the basis of bad faith could adversely affect our financial condition or operating results. 16 With respect to our casualty and specialty reinsurance operations, these legal and social changes and their impact may not become apparent until some time after their occurrence.
As such, a significant award in monetary terms on the basis of bad faith could adversely affect our financial condition or operating results. With respect to our casualty and specialty reinsurance operations, these legal and social changes and their impact may not become apparent until some time after their occurrence.
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.” 44 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.” 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 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. 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 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.
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.
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.
Resultant losses could have a material adverse effect on our business, results of operations and financial condition. 35 Our business depends on our ability to process a large number of increasingly complex transactions. If any of our operational, accounting, or other data processing systems fail or have other significant shortcomings, we could be materially adversely affected.
Resultant losses could have a material adverse effect on our business, results of operations and financial condition. Our business depends on our ability to process a large number of increasingly complex transactions. If any of our operational, accounting, or other data processing systems fail or have other significant shortcomings, we could be materially adversely affected.
We are exposed to currency risk mainly on insurance written premiums and incurred claims that are denominated in a currency other than our functional currency. The currencies in which these transactions are primarily denominated are Sterling (GBP), euro (EUR) and the Australian Dollar (AUD). As a significant portion of our transactions are denominated in U.S. dollars, this reduces currency risk.
We are exposed to currency risk mainly on insurance written premiums and incurred claims that are denominated in a currency other than our functional currency. The currencies in which these transactions are primarily denominated are Sterling (GBP), euro (EUR) and the Australian Dollar (AUD). As a significant portion of our transactions are denominated in U.S. Dollar, this reduces currency risk.
For example, (i) government intervention might result in capital or other support for our competitors, (ii) governments may provide insurance and reinsurance capacity in markets and to consumers that we target, (iii) governments may take actions to reduce interest rates, impacting the value of and returns on fixed income investments or (iv) government intervention intended to protect consumers may restrict increases in premium rates. 4 Increased competition can result in fewer policies underwritten, lower premiums for the policies that are underwritten (over and above reductions due to favorable loss experience), increased expenses associated with acquiring and retaining business and policy terms and conditions that are less advantageous to us than we were able to obtain historically or that may be available to our competitors.
For example, (i) government intervention might result in capital or other support for our competitors, (ii) governments may provide insurance and reinsurance capacity in markets and to consumers that we target, (iii) governments may take actions to reduce interest rates, impacting the value of and returns on fixed income investments or (iv) government intervention intended to protect consumers may restrict increases in premium rates. 3 Increased competition can result in fewer policies underwritten, lower premiums for the policies that are underwritten (over and above reductions due to favorable loss experience), increased expenses associated with acquiring and retaining business and policy terms and conditions that are less advantageous to us than we were able to obtain historically or that may be available to our competitors.
Holders of our common shares may therefore have more difficulty protecting their interests than would shareholders of a corporation incorporated in a jurisdiction within the U.S. 42 Generally, the duties of directors and officers of a Bermuda company are owed to the company and not, in the absence of special circumstances, to the shareholders as individuals.
Holders of our common shares may therefore have more difficulty protecting their interests than would shareholders of a corporation incorporated in a jurisdiction within the U.S. Generally, the duties of directors and officers of a Bermuda company are owed to the company and not, in the absence of special circumstances, to the shareholders as individuals.
Such events could also result in negative publicity and damage to our reputation and cause us to lose business, which could therefore have a material adverse effect on our results of operations. 37 We are exposed to fluctuations in exchange rates which may adversely affect our operating results.
Such events could also result in negative publicity and damage to our reputation and cause us to lose business, which could therefore have a material adverse effect on our results of operations. We are exposed to fluctuations in exchange rates which may adversely affect our operating results.
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 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. 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.
Any of the foregoing could have a material adverse effect on our financial performance, which in turn could have a material adverse effect on our business, financial condition and results of operations. 17 Estimating insurance reserves is inherently uncertain and, if our loss reserves are insufficient, it will have a negative impact on our results.
Any of the foregoing could have a material adverse effect on our financial performance, which in turn could have a material adverse effect on our business, financial condition and results of operations. Estimating insurance reserves is inherently uncertain and, if our loss reserves are insufficient, it will have a negative impact on our results.
Any such losses could materially and adversely affect our business and operating results. In such an event, we may not receive the collateral due to us from the defaulted counterparty. 32 We are exposed to credit risk in certain areas of our business operations.
Any such losses could materially and adversely affect our business and operating results. In such an event, we may not receive the collateral due to us from the defaulted counterparty. We are exposed to credit risk in certain areas of our business operations.
Man-made disasters such as oil spills from offshore drilling could give rise not only to claims due to the damage caused by such events but also claims arising from governmental sanctions and civil litigation. 13 Global pandemics.
Man-made disasters such as oil spills from offshore drilling could give rise not only to claims due to the damage caused by such events but also claims arising from governmental sanctions and civil litigation. Global pandemics.
If our common shares are delisted from Nasdaq and not otherwise listed on an Appointed Stock Exchange, the issue and transfer of our equity securities (which would include our common shares) would be subject to the prior approval of the BMA, unless the BMA has granted a general permission in respect of any such issue or transfer. 43 Provisions in our memorandum of association and our Amended and Restated Bye-laws may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our securities and could entrench management.
If our common shares are delisted from Nasdaq and not otherwise listed on an Appointed Stock Exchange, the issue and transfer of our equity securities (which would include our common shares) would be subject to the prior approval of the BMA, unless the BMA has granted a general permission in respect of any such issue or transfer. 40 Provisions in our memorandum of association and our Amended and Restated Bye-laws may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our securities and could entrench management.
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.
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.
In addition, our Amended and Restated Bye-laws state that all disputes arising out of the Companies Act or out of or in connection with our Amended and Restated Bye-laws are subject to the exclusive jurisdiction of the Supreme Court of Bermuda. 41 Shareholders of Bermuda exempted companies such as the Company also have no general rights under Bermuda law to inspect corporate records and accounts other than rights to review the Company’s memorandum of association and bye-laws, financial statements, minutes of the shareholder meetings and the shareholder register.
In addition, our Amended and Restated Bye-laws state that all disputes arising out of the Companies Act or out of or in connection with our Amended and Restated Bye-laws are subject to the exclusive jurisdiction of the Supreme Court of Bermuda. 38 Shareholders of Bermuda exempted companies such as the Company also have no general rights under Bermuda law to inspect corporate records and accounts other than rights to review the Company’s memorandum of association and bye-laws, financial statements, minutes of the shareholder meetings and the shareholder register.
Any such changes could result in material changes to our financial results. 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.
Any such changes could result in material changes to our financial results. 8 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.
In this context, such economic disruptions could adversely impact certain of the lines of business to which we are exposed including (but not necessarily limited to) our professional lines and financial institutions lines of business.
In this context, such economic disruptions could adversely impact certain lines of business to which we are exposed including (but not necessarily limited to) our professional lines and financial institutions lines of business.
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 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 Bermuda, the UK, Malaysia, Malta, Jordan, Morocco, Norway and the UAE.
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, (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 (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.
While we do not consider any of our key executive officers or underwriters to be irreplaceable, the loss of the services of key executive officers or underwriters or the inability to hire and retain other highly qualified personnel in the future could delay or prevent us from fully implementing our business strategy which could affect our financial performance. 30 Special considerations apply to our Bermuda operations.
While we do not consider any of our key executive officers or underwriters to be irreplaceable, the loss of the services of key executive officers or underwriters or the inability to hire and retain other highly qualified personnel in the future could delay or prevent us from fully implementing our business strategy which could affect our financial performance. 28 Special considerations apply to our Bermuda operations.
International financial market disruptions such as the ones experienced in the last global financial crisis in 2008, as well as the economic effects caused by the COVID-19 pandemic or the war in Ukraine, along with the possibility of a prolonged recession, may potentially affect various aspects of our business, including the demand for and claims made under our products, counterparty credit risk, the ability of our customers, counterparties and others to establish or maintain their relationships with us, our ability to access and efficiently use internal and external capital resources and our investment performance.
International financial market disruptions such as the ones experienced in the last global financial crisis in 2008, as well as the economic effects caused by the COVID-19 pandemic, the war in Ukraine and the Israel-Hamas conflict along with the possibility of a prolonged recession, may potentially affect various aspects of our business, including the demand for and claims made under our products, counterparty credit risk, the ability of our customers, counterparties and others to establish or maintain their relationships with us, our ability to access and efficiently use internal and external capital resources and our investment performance.
The onset, duration and severity of an inflationary period cannot be estimated with precision. 50 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. 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.
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. 49 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. 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.
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), 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 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.
Such damage could have a material adverse effect on our financial condition and results of operations. 20 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. 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.
We are an exempted company incorporated in Bermuda and, as a result, the rights of the holders of our common shares will be 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 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.
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. 51
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
All of these shares and all of our common shares received by the former IGI Dubai shareholders in the Business Combination have been registered for resale on a registration restatement on Form F-3 and are available for resale in the public market.
All of these shares and all of our common shares received by the former IGI Dubai shareholders in the Business Combination have been registered for resale on a registration statement on Form F-3 and are available for resale in the public market.
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.
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.
The length, impact, and outcome of this ongoing military conflict is highly unpredictable and could lead to further significant market and other disruptions, including significant volatility in commodity prices and supply of energy resources, instability in financial markets, supply chain interruptions, political and social instability, trade disputes or trade barriers, changes in consumer or purchaser preferences, as well as an increase in insurance claims related to losses incurred in connection with any of the above disruptions.
The length, impact, and outcome of these ongoing military conflicts is highly unpredictable and could lead to further significant market and other disruptions, including significant volatility in commodity prices and supply of energy resources, instability in financial markets, supply chain interruptions, political and social instability, trade disputes or trade barriers, changes in consumer or purchaser preferences, as well as an increase in insurance claims related to losses incurred in connection with any of the above disruptions.
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 2022, no third parties were required to post collateral for our benefit. 31 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 2023, no third parties were required to post collateral for our benefit. Brokers present a credit risk to us.
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.
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.
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 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.
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.
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 operations expose us to claims arising out of unpredictable natural and other catastrophic events, such as hurricanes, windstorms, hailstorms, tornadoes, tsunamis, severe winter weather, earthquakes, floods, fires, explosions, global pandemics, political unrest, drilling, mining and other industrial accidents, cyber events and terrorism.
Claims arising from catastrophic events are unpredictable and could be severe. Our operations expose us to claims arising out of unpredictable natural and other catastrophic events, such as hurricanes, windstorms, hailstorms, tornadoes, tsunamis, severe winter weather, earthquakes, floods, fires, explosions, global pandemics, political unrest, drilling, mining and other industrial accidents, cyber events and terrorism.
Our top 5 international brokers produced 59% of the gross written premiums of our underwriting operations for the year ended December 31, 2021 and 61% for the year ended December 31, 2022. Loss of all or a substantial portion of the business provided by one or more of these brokers could have a material adverse effect on our business.
Our top 5 international brokers produced 61% of the gross written premiums of our underwriting operations for the year ended December 31, 2022 and 63% for the year ended December 31, 2023. Loss of all or a substantial portion of the business provided by one or more of these brokers could have a material adverse effect on our business.
Over the past 5 years, we received de minimis revenues relating to risks in Sudan, Cuba, Syria, Iran and North Korea. Our business in these countries has been compliant with the applicable sanction programs.
Over the past 5 years, we received de minimis revenues relating to risks in Sudan, Cuba and Iran. Our business in these countries has been compliant with the applicable sanction programs.
These uncertainties can include, but are not limited to, the following: ● The models do not address all the possible hazard characteristics of a catastrophe peril (e.g., the precise path and wind speed of a hurricane); ● The models may not accurately reflect the true frequency of events; ● The models may not accurately reflect a risk’s vulnerability or susceptibility to damage for a given event characteristic; ● The models may not accurately represent loss potential to reinsurance contract coverage limits, terms and conditions; and ● The models may not accurately reflect the impact on the economy of the area affected or the financial, judicial, political, or regulatory impact on insurance claim payments during or following a catastrophe event.
These uncertainties can include, but are not limited to, the following: ● The models do not address all the possible hazard characteristics of a catastrophe peril (e.g., the precise path and wind speed of a hurricane); ● The models may not accurately reflect the true frequency of events; ● The models may not accurately reflect a risk’s vulnerability or susceptibility to damage for a given event characteristic; ● The models may not accurately represent loss potential to reinsurance contract coverage limits, terms and conditions; and ● The models may not accurately reflect the impact on the economy of the area affected or the financial, judicial, political, or regulatory impact on insurance claim payments during or following a catastrophe event. 22 Accordingly, our models may understate the exposures we are assuming.
Intra-group transactions are primarily denominated in U.S. dollars. 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. 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.
The nature of the competition we face may be affected by disruption and deterioration in global financial markets and economic downturns, including as a result of the war in Ukraine and the effects of the COVID-19 pandemic, as well as by governmental responses thereto.
The nature of the competition we face may be affected by disruption and deterioration in global financial markets and economic downturns, including as a result of the war in Ukraine, the hostilities between Israel and Hamas and the effects of the COVID-19 pandemic, as well as by governmental responses thereto.
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). ● 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.
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). ● 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. 17 When a claim is reported, a member of the claims team will establish a “case reserve”.
Estimates and assumptions relating to reserves for net claims and claim 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 net reserves for unpaid 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.
In addition, we are not required to file periodic reports and financial statements with the SEC as frequently or within the same time frames as U.S. companies with securities registered under the Exchange Act. Also, we are not required to file financial statements prepared in accordance with or reconciled to U.S.
In addition, we are not required to file periodic reports and financial statements with the SEC as frequently or within the same time frames as U.S. companies with securities registered under the Exchange Act.
We operate a diversified business, writing insurance in a variety of lines of business and geographic markets. Different lines of business and different geographic markets can experience their own cycles and, therefore, the impact of various cycles will depend in part on the sectors of the insurance and reinsurance industry, as well as the geographic markets, in which we operate.
Different lines of business and different geographic markets can experience their own cycles and, therefore, the impact of various cycles will depend in part on the sectors of the insurance and reinsurance industry, as well as the geographic markets, in which we operate.
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, 2021 and 32% for the year ended December 31, 2022.
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.
The conflict has 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.
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.
Economic conditions in the Middle East region affect us given that approximately 10% of our GWP generated in each of 2022 and 2021 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 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.
Furthermore, as of December 31, 2022, Wasef Jabsheh, who was IGI Dubai’s Founder, Chief Executive Officer and Vice Chairman and is currently our Chief Executive Officer and Chairman, was our largest single shareholder and beneficially owned approximately 34.4% of our issued and outstanding common shares.
Furthermore, as of December 31, 2023, Wasef Jabsheh, who was IGI Dubai’s Founder, Chief Executive Officer and Vice Chairman and is currently our Executive Chairman, was our largest single shareholder and beneficially owned approximately 31.2% of our issued and outstanding common shares.
Any prolonged restrictive measures in order to control a contagious disease or other adverse public health developments in our targeted markets may have a material and adverse effect on our business operations. 9 Global markets are also highly susceptible to other macroeconomic disruptions, such as, for example, regional military conflicts.
Any prolonged restrictive measures in order to control a contagious disease or other adverse public health developments in our targeted markets may have a material and adverse effect on our business operations. Global markets are also highly susceptible to other macroeconomic disruptions, such as, for example, regional military conflicts. In 2022, Russian military forces launched a military action in Ukraine.
The Group holds a 32.7% equity ownership interest in several companies located in Beirut and registered in Lebanon, with the Group’s investment amounting to $6.0 million as of December 31, 2022. These companies are engaged in the leasing of commercial buildings which are in the nature of investment property.
The Group holds a 32.7% equity ownership interest in several companies located in Beirut and registered in Lebanon, with the Group’s investment amounting to $3.5 million as of December 31, 2023. These companies are engaged in the leasing of commercial buildings which are in the nature of investment property.
Beginning on January 1, 2023, our financial statements will be reported in accordance with U.S. GAAP rather than IFRS. Significant differences exist between IFRS and U.S. GAAP. The conversion from IFRS into U.S. GAAP and the preparation of our future consolidated financial statements in accordance with U.S.
Beginning on January 1, 2023, our financial statements have been reported in accordance with U.S. GAAP rather than IFRS. Significant differences exist between IFRS and U.S. GAAP. The conversion from IFRS into U.S. GAAP and the preparation of our consolidated financial statements in accordance with U.S.
Assessing the accuracy of the level of ECL recorded in our financial statements is inherently uncertain given the subjective nature of the process which may result in additional ECL being taken in the future with respect to events that may impact specific investments. Intangible assets are originally recorded at cost.
Assessing the accuracy of the level of ECL recorded in our financial statements is inherently uncertain given the subjective nature of the process which may result in additional ECL being taken in the future with respect to events that may impact specific investments.
Decisions regarding capital or significant risk management issues need to be informed by a range of scenarios, including very severe ones.” The PRA stated that “we welcome the prudent decision from some insurance companies today to pause dividends given the uncertainties associated with Covid-19.” In addition, the European Insurance and Occupational Pension Authority (“EIOPA”) stated in its December 2020 Financial Stability Report that it “strongly recommends insurers to maintain extreme caution and prudence within their capital management.” EIOPA also stated that any dividend distributions “should not exceed thresholds of prudency and institutions should ensure that the resulting reduction in the quantity or quality of their own funds remains at levels appropriate to the current levels of risks.” In May 2022, the Company’s board of directors determined that going forward the board intended to declare a $0.01 per share dividend on a quarterly basis.
Decisions regarding capital or significant risk management issues need to be informed by a range of scenarios, including very severe ones.” In addition, the European Insurance and Occupational Pension Authority (“EIOPA”) stated in its December 2020 Financial Stability Report that it “strongly recommends insurers to maintain extreme caution and prudence within their capital management.” EIOPA also stated that any dividend distributions “should not exceed thresholds of prudency and institutions should ensure that the resulting reduction in the quantity or quality of their own funds remains at levels appropriate to the current levels of risks.” In May 2022, the Company’s board of directors determined that going forward the board intended to declare a $0.01 per share dividend on a quarterly basis.
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.
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.
Disruptions or failures in the physical infrastructure or operating systems that support our business and customers, or cyber-attacks or security breaches of the networks, systems or devices that our customers use to access our products and services, could result in customer attrition, regulatory fines, penalties or intervention, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs, any of which could materially adversely affect our financial condition or results of operations.
Disruptions or failures in the physical infrastructure or operating systems that support our business and customers, or cyber-attacks or security breaches of the networks, systems or devices that our customers use to access our products and services, could result in customer attrition, regulatory fines, penalties or intervention, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs, any of which could materially adversely affect our financial condition or results of operations. 33 Our operating results may be adversely affected by an unexpected accumulation of attritional losses.
Political initiatives to restrict free trade and close markets, such as Brexit (exit of the United Kingdom from the EU on January 31, 2020) and the U.S. decision to withdraw from the Trans-Pacific partnership and potentially renegotiate or terminate existing bilateral and multilateral trade arrangements, could adversely affect the insurance and reinsurance industry and our business.
Political initiatives to restrict free trade and close markets, such as the UK’s decision to withdraw from the EU on January 31, 2020 (“Brexit”) and the U.S. decision to withdraw from the Trans-Pacific partnership and renegotiate or terminate existing bilateral and multilateral trade arrangements, could adversely affect the insurance and reinsurance industry and our business.
Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common shares, fines, sanctions and other regulatory action and potentially civil litigation. 40 Failure to maintain effective internal control over financial reporting (ICOFR) could have a material adverse effect on our business, operating results and stock price.
Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common shares, SEC enforcement actions, fines, sanctions and other regulatory action and potentially civil litigation brought by shareholders or the SEC. 37 Failure to maintain effective internal control over financial reporting (ICOFR) could have a material adverse effect on our business, operating results and stock price.
Failure to comply with, or to obtain desired authorizations and/or exemptions under, any applicable laws could result in restrictions on our ability to do business or undertake activities that are regulated in one or more of the jurisdictions in which we operate and could subject us to fines and other sanctions. 12 Claims arising from catastrophic events are unpredictable and could be severe.
Failure to comply with, or to obtain desired authorizations and/or exemptions under, any applicable laws could result in restrictions on our ability to do business or undertake activities that are regulated in one or more of the jurisdictions in which we operate and could subject us to fines and other sanctions.
Given current low interest rate levels, in the future we are likely to be subject to the effects of potentially increasing rates.
Given current high interest rate levels, in the future we are likely to be subject to the effects of potentially lower rates.
Some of these countries are also in the process of transitioning to a market economy and, as a result, are experiencing changes in their economies and their government policies (including, without limitation, policies relating to foreign ownership, repatriation of profits, property and contractual rights and planning and permit-granting regimes) that may affect our investments in these countries and may expose us to the impact of political or economic upheaval, and we could be subject to unforeseen administrative or fiscal burdens. 19 The procedural safeguards of the legal and regulatory regimes in these countries are still developing and, therefore, existing laws and regulations may be applied inconsistently.
Some of these countries are also in the process of transitioning to a market economy and, as a result, are experiencing changes in their economies and their government policies (including, without limitation, policies relating to foreign ownership, repatriation of profits, property and contractual rights and planning and permit-granting regimes) that may affect our investments in these countries and may expose us to the impact of political or economic upheaval, and we could be subject to unforeseen administrative or fiscal burdens.
In addition to the transitional adjustments arising from the change in the basis of accounting as described above, there may also be some reclassification adjustments to our balance sheet and income statement, without any impact on shareholders’ equity and net income, and an immaterial impact on some of the non-GAAP financial measures. Going forward, changes in U.S.
In addition to the transitional adjustments arising from the change in the basis of accounting as described above, there have also been, and may continue to be, some reclassification adjustments to our balance sheet and income statement, without any impact on shareholders’ equity and net income. Going forward, changes in U.S.
Our business could be materially adversely affected if we are not able, on a timely basis, to effectively replace the functionality provided by software or data that becomes unavailable or fails to operate effectively for any reason.
Our business could be materially adversely affected if we are not able, on a timely basis, to effectively replace the functionality provided by software or data that becomes unavailable or fails to operate effectively for any reason. Any of the foregoing could have a material adverse effect on our results of operations.
Due to the relatively limited amount of information available under prevailing market conditions, and as a result of artificial demand created by investors outside the professional real estate development industry, who primarily aim to divest from cash assets into more secure holdings, prices found on the market are uncertain.
Due to the relatively limited amount of information available under prevailing market conditions, and as a result of artificial demand created by investors outside the professional real estate development industry, who primarily aim to divest from cash assets into more secure holdings, prices found on the market are uncertain. Furthermore, since most property owners only accept payments in U.S.
Our most significant claims relating to natural catastrophes, net of reinsurance, during the recent past have included claims relating to the Mexican floods and Hurricane Dorian in the Bahamas in 2019, the Puerto Rico Earthquake and Hurricane Laura in the state of Louisiana in the United States in 2020, Hurricane Ida and the European Floods in 2021, and Hurricane Ian and Australia Floods in 2022, which resulted in gross and net reported claims of $4.0 million and $3.9 million, respectively.
Our most significant claims relating to natural catastrophes, net of reinsurance, during the recent past have included claims relating to the Mexican floods and Hurricane Dorian in the Bahamas in 2019, the Puerto Rico Earthquake and Hurricane Laura in the state of Louisiana in the United States in 2020, Hurricane Ida and the European Floods in 2021 and Hurricane Ian and Australia Floods in 2022.
It is increasingly common for our reinsurance contracts to contain such terms. A significant downgrade could result in a substantial loss of business as ceding companies and brokers that place such business move to other reinsurers with higher claims-paying and financial strength ratings and therefore could have a material adverse effect on our results of operations and financial condition. A.M.
A significant downgrade could result in a substantial loss of business as ceding companies and brokers that place such business move to other reinsurers with higher claims-paying and financial strength ratings and therefore could have a material adverse effect on our results of operations and financial condition. 26 A.M.
Although we were able to meet those initial listing requirements, we may be unable to maintain the listing of our securities in the future.
Although we were able to meet those initial listing requirements, we may be unable to maintain the listing of our securities or comply with Nasdaq’s continued listing requirements in the future.
Of the brokers with whom we transact business, as of December 31, 2022, 84.2% were located in the UK, 3.6% were located elsewhere in Europe, 11.6% were located in the MENA region, Africa or Asia, the majority of which were from subsidiaries of UK brokers, and 0.6% were located in North, South and Central America and Australasia.
Of the brokers with whom we transact business, as of December 31, 2023, 81.7% were located in the UK, 5.7% were located elsewhere in Europe, 11.6% were located in the MENA region, Africa or Asia, the majority of which were from subsidiaries of UK brokers, and 1.0% were located in North, South and Central America and Australasia.
In February 2022, Russian military forces launched a military action in Ukraine. The sustained conflict and disruption in the region have continued to date.
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.
Sales of a significant number of our common shares in the public market, or the perception that such sales could occur, could reduce the market price of our common shares. 46 In addition, our affiliates and the former IGI Dubai shareholders who received restricted securities in the Business Combination may sell our common shares pursuant to Rule 144 under the Securities Act, which became available to the Company, as a former shell company, on March 23, 2021 (one year after our filing with the SEC of a Shell Company Report on Form 20-F containing Form 10 type information reflecting the Business Combination).
In addition, our affiliates and the former IGI Dubai shareholders who received restricted securities in the Business Combination may sell our common shares pursuant to Rule 144 under the Securities Act, which became available to the Company, as a former shell company, on March 23, 2021 (one year after our filing with the SEC of a Shell Company Report on Form 20-F containing Form 10 type information reflecting the Business Combination).

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeIn addition, a person who is a shareholder controller of a Class 3B insurer whose shares or the shares of its parent company (if any) are traded on a recognized stock exchange must serve on the BMA a notice in writing that he has reduced or disposed of his holding in the insurer where the proportion of voting rights in the insurer held by him will have reached or has fallen below 10%, 20%, 33% or 50% as the case may be, not later than 45 days after such disposal.
Biggest changeIn addition, a person who is a shareholder controller of a Class 3B insurer whose shares or the shares of its parent company (if any) are traded on a recognized stock exchange must serve on the BMA a notice in writing that he has reduced or disposed of his holding in the insurer where the proportion of voting rights in the insurer held by him will have reached or has fallen below 10%, 20%, 33% or 50% as the case may be, not later than 45 days after such disposal. 70 Where the shares of an insurer, or the shares of its parent company, are not traded on a recognized stock exchange (i.e. private companies), the Insurance Act prohibits a person from becoming a shareholder controller unless he has first served on the BMA notice in writing stating that he intends to become such a controller and the BMA has either, before the end of 45 days following the date of notification, provided notice to the proposed controller that it does not object to his becoming such a controller or the full 45 days has elapsed without the BMA filing an objection.
Head Office. A Class 3B insurer is required to maintain its head office in Bermuda.
A Class 3B insurer is required to maintain its head office in Bermuda.
In December 2019, the FCA and PRA extended the application of the Senior Managers & Certification Regime (“SM&CR”), which previously applied to UK-regulated entities in the banking sector, to insurers, reinsurers, insurance intermediaries and other UK-regulated entities.
Senior Managers and Certification Regime. In December 2019, the FCA and PRA extended the application of the Senior Managers & Certification Regime (“SM&CR”), which previously applied to UK-regulated entities in the banking sector, to insurers, reinsurers, insurance intermediaries and other UK-regulated entities.
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; ● 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; ● 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.
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; ● 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 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 key responsibilities of our claims management department are to: ● process, manage and resolve reported insurance or reinsurance claims efficiently and accurately in order to ensure the proper application of intended coverage, reserve in a timely fashion for the probable ultimate cost of both indemnity and expense and make timely payments in the appropriate amount on those claims for which we are legally obligated to pay; ● select appropriate counsel and experts for claims and manage claims-related litigation and regulatory compliance; ● contribute to the underwriting process by collaborating with both underwriting teams and senior management in terms of the evolution of policy language and endorsements and providing claim-specific feedback and education regarding legal activities; ● contribute to the analysis and reporting of financial data and forecasts by collaborating with the finance and actuarial functions relating to the drivers of actual claim reserve developments and potential for financial exposures on known claims; and ● support our marketing efforts through the quality of our claims service and in person support to our underwriting offices globally. 64 Reserving When a claim is reported to us or when an event occurs, we establish loss reserves to cover our estimated ultimate losses under the insurance policies that we underwrite, and loss adjustment expenses relating to the investigation and settlement of policy claims.
The key responsibilities of our claims management department are to: ● process, manage and resolve reported insurance or reinsurance claims efficiently and accurately in order to ensure the proper application of intended coverage, reserve in a timely fashion for the probable ultimate cost of both indemnity and expense and make timely payments in the appropriate amount on those claims for which we are legally obligated to pay; ● select appropriate counsel and experts for claims and manage claims-related litigation and regulatory compliance; ● contribute to the underwriting process by collaborating with both underwriting teams and senior management in terms of the evolution of policy language and endorsements and providing claim-specific feedback and education regarding legal activities; ● contribute to the analysis and reporting of financial data and forecasts by collaborating with the finance and actuarial functions relating to the drivers of actual claim reserve developments and potential for financial exposures on known claims; and ● support our marketing efforts through the quality of our claims service and in person support to our underwriting offices globally. 61 Reserving When a claim is reported to us or when an event occurs, we establish loss reserves to cover our estimated ultimate losses under the insurance policies that we underwrite, and loss adjustment expenses relating to the investigation and settlement of policy claims.
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.” 52 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.” General We are a highly-rated global provider of specialty insurance and reinsurance solutions in over 200 countries and territories.
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. Our Chief Executive Officer, Wasef Jabsheh, with the assistance of our President, Walid Jabsheh, founded IGI in 2001.
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. Our Executive Chairman, Wasef Jabsheh, with the assistance of our President and Chief Executive Officer, Walid Jabsheh, founded IGI in 2001.
We use Xchanging Insurance Services’ electronic system for the majority of our premiums and claims, aligning our service levels with London market standards. 54 Geographically diverse, specialty and niche book of business Since IGI’s inception, management’s objective has been to offer specialty and niche products requiring underwriting and technical skills balanced by geography and line of business.
We use Xchanging Insurance Services’ electronic system for the majority of our premiums and claims, aligning our service levels with London market standards. Geographically diverse, specialty and niche book of business Since IGI’s inception, management’s objective has been to offer specialty and niche products requiring underwriting and technical skills balanced by geography and line of 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 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 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. 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 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.
Our differentiated product offerings, superior client service and robust capital position support our strategy to continue growing in our existing core markets. 55 Expand our presence to new specialty lines of business and markets We seek to leverage our proven advantages of technical underwriting, local market knowledge, distribution relationships and financial strength to grow into adjacent lines and markets.
Our differentiated product offerings, superior client service and robust capital position support our strategy to continue growing in our existing core markets. Expand our presence to new specialty lines of business and markets We seek to leverage our proven advantages of technical underwriting, local market knowledge, distribution relationships and financial strength to grow into adjacent lines and markets.
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, Aon, Willis, Lockton, Marsh 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 Arthur J. Gallagher, Marsh, Aon, Willis and Howden Broking Group.
Our reinsurance portfolio is primarily written on a non-proportional or excess-of-loss basis. Property reinsurance forms the most significant portion of our overall treaty reinsurance portfolio. Our History Our group was founded in 2001 and commenced operations in Jordan in 2002, underwriting business in the offshore energy, onshore energy, property, marine and engineering lines of business.
Our reinsurance portfolio is primarily written on a non-proportional or excess-of-loss basis. Property reinsurance forms the most significant portion of our overall treaty reinsurance portfolio. 56 Our History Our group was founded in 2001 and commenced operations in Jordan in 2002, underwriting business in the offshore energy, onshore energy, property, marine and engineering lines of business.
We have rigorous acceptance criteria for our underwriting risk, and will exit or reduce exposures in lines of business or client types that do not perform in accord with our expectations. 61 Each risk submitted to an underwriter is assessed on its own merits.
We have rigorous acceptance criteria for our underwriting risk, and will exit or reduce exposures in lines of business or client types that do not perform in accord with our expectations. Each risk submitted to an underwriter is assessed on its own merits.
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. 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. 66 Independent Approved Auditor.
Other changes include a requirement for insurers, such as IGI Bermuda, to demonstrate the economic impact of risk mitigation techniques originating from reinsurance contracts and the addition of “Sustainability Risk” as a material risk that should be considered in risk management strategies. Cyber Risk Code of Conduct .
Other changes include a requirement for insurers, such as IGI Bermuda, to demonstrate the economic impact of risk mitigation techniques originating from reinsurance contracts and the addition of “Sustainability Risk” as a material risk that should be considered in risk management strategies. 68 Cyber Risk Code of Conduct .
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.
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.
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. 78 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. Restrictions on Dividend Payments.
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.
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.
In light of Brexit, the UK has onshored the Solvency II Directive and amended the rules so that firms can continue to operate effectively after the end of the transitional period. The UK is currently consulting on making certain amendments to Solvency II as implemented in the UK. Onshored Solvency II Regime Reports and Returns.
In light of Brexit, the UK has onshored the Solvency II regime and amended the rules so that firms can continue to operate effectively after the end of the transitional period. The UK is currently consulting on making certain amendments to Solvency II as implemented in the UK. Onshored Solvency II Regime Reports and Returns.
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.
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.
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.
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.
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.
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.
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. 83 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. 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.
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. 71 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. Code of Conduct.
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.
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.
Corporate also includes the activities of certain key executives such as the Chief Executive Officer and Chief Financial Officer. Our corporate expenses and investment results are presented separately within the corporate segment section.
Corporate also includes the activities of certain key executives such as the President and Chief Executive Officer, and Chief Financial Officer. Our corporate expenses and investment results are presented separately within the corporate segment section.
IGI Bermuda’s BMA-approved independent auditor is Ernst & Young. Non-insurance Business. No Class 3B insurer may engage in non-insurance business unless that non-insurance business is ancillary to its core business.
IGI Bermuda’s BMA-approved independent auditor is Ernst & Young Bermuda. Non-insurance Business. No Class 3B insurer may engage in non-insurance business unless that non-insurance business is ancillary to its core business.
The following charts show the percentage breakdown of our investment assets by class as of December 31, 2022 and 2021: For additional information regarding our investments, see “ Operating and Financial Review and Prospects — Investments. ” Reinsurance We follow a common industry practice of reinsuring a portion of our exposures and paying to reinsurers a portion of the premiums received on the policies that we write.
The following charts show the percentage breakdown of our investment assets by class as of December 31, 2023 and 2022: For additional information regarding our investments, see “ Operating and Financial Review and Prospects — Investments. ” Reinsurance We follow a common industry practice of reinsuring a portion of our exposures and paying to reinsurers a portion of the premiums received on the policies that we write.
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. 68 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. Declaration of Compliance.
Where such an affidavit is filed, it shall be available for public inspection at the offices of the BMA. 72 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. 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.
Dubai Financial Services Authority (“DFSA”) The DFSA is a financially and administratively independent body that was established on September 13, 2004 by Law No. (9) of 2004 issued by the Ruler of Dubai. The DFSA acts as the independent financial regulator in the DIFC, supervising regulated companies and monitoring their compliance with applicable laws and regulations.
Dubai Financial Services Authority (“ DFSA ”) The DFSA is a financially and administratively independent body that was established on September 13, 2004 by Law No. (9) of 2004 issued by the Ruler of Dubai. The DFSA acts as the independent financial regulator in the DIFC, supervising regulated companies and monitoring their compliance with applicable laws and regulations.
There is a residual risk that changes in regulation could impact our ability to operate profitably in some jurisdictions or some lines of business. 63 Taxation risk: The risk that we do not understand, plan for and manage our tax obligations is assessed and managed as operational risk.
Taxation risk: The risk that we do not understand, plan for and manage our tax obligations is assessed and managed as operational risk. There is a residual risk that changes in taxation could impact our ability to operate profitably in some jurisdictions or some lines of business.
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. 84 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. 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.
See “ Business — Regulatory Overview — UK Regulatory Framework ” and “ Operating and Financial Review and Prospects — Capital Requirements — PRA Requirements .” Certain significant aspects of the Bermuda insurance regulatory framework applicable to Class 3B insurers are set forth below. 66 Classification of Insurers.
See “ Business — Regulatory Overview — UK Regulatory Framework ” and “ Operating and Financial Review and Prospects — Capital Requirements — PRA Requirements .” Certain significant aspects of the Bermuda insurance regulatory framework applicable to Class 3B insurers are set forth below. 63 Classification of Insurers.
IGI Bermuda has three additional wholly-owned subsidiaries: Specialty Mall Investment Co., which focuses on real estate properties, development, and leasing, IGI Services Limited, which focuses on owning and chartering aircraft and EIO, writing a portfolio of energy and construction business in Norway. 60 IGI UK IGI’s UK-governed policies are primarily underwritten by IGI UK based in London.
IGI Bermuda has three additional wholly-owned subsidiaries: Specialty Mall Investment Co., which focuses on real estate properties, development, and leasing, IGI Services Limited, which focuses on owning and chartering aircraft and IGI Nordic, writing a portfolio of energy and construction business in Norway. IGI UK IGI’s UK-governed policies are primarily underwritten by IGI UK based in London.
The quarterly financial returns consist of (i) quarterly unaudited financial statements for each financial quarter (which must minimally include a balance sheet and income statement and must also be recent and not reflect a financial position that exceeds two months) and (ii) a list and details of material intra-group transactions that the insurer is a party to and the insurer’s risk concentrations that have materialized since the most recent quarterly or annual financial returns, details surrounding all intra-group reinsurance and retrocession arrangements and other intra-group risk transfer insurance business arrangements that have materialized since the most recent quarterly or annual financial returns and (iii) details of the ten largest exposures to unaffiliated counterparties and any other unaffiliated counterparty exposures exceeding 10% of the insurer’s statutory capital and surplus. 69 Public Disclosures.
The quarterly financial returns consist of, among other matters: (i) quarterly unaudited financial statements for each financial quarter (which must minimally include a balance sheet and income statement and must also be recent and not reflect a financial position that exceeds two months) and (ii) a list and details of material intra-group transactions that the insurer is a party to and the insurer’s risk concentrations that have materialized since the most recent quarterly or annual financial returns, details surrounding all intra-group reinsurance and retrocession arrangements and other intra-group risk transfer insurance business arrangements that have materialized since the most recent quarterly or annual financial returns and (iii) details of the ten largest exposures to unaffiliated counterparties and any other unaffiliated counterparty exposures exceeding 10% of the insurer’s statutory capital and surplus.
A Class 3B insurer is required to maintain a principal office and to appoint and maintain a resident principal representative in Bermuda. IGI Bermuda has appointed Marsh IAS Services (Bermuda) Ltd. as its principal representative. The address of IGI Bermuda’s principal office is Park Place, 1st Floor, 55 Par-la-Ville Road, Hamilton HM11, Bermuda.
A Class 3B insurer is required to maintain a principal office and to appoint and maintain a resident principal representative in Bermuda. IGI Bermuda has appointed Marsh IAS Services (Bermuda) Ltd. as its principal representative. The address of IGI Bermuda’s principal office is Park Place, 1 st Floor, 55 Par-la-Ville Road, Hamilton HM11, Bermuda.
The remaining business was underwritten in the Caribbean, Africa, Australasia and North America. We currently underwrite business in three business segments through 13 lines of business spanning across attractive specialty and niche products.
The remaining business was underwritten in the Caribbean, Africa and Australasia. We currently underwrite business in three business segments through 13 lines of business spanning across attractive specialty and niche products.
Pursuant to the Insurance Act, all commercial insurers and insurance groups are required to prepare and file with the BMA, and also publish on their website, a financial condition report.
Public Disclosures. Pursuant to the Insurance Act, all commercial insurers and insurance groups are required to prepare and file with the BMA, and also publish on their website, a financial condition report.
We are led by our Founder and Chief Executive Officer, Wasef Jabsheh, who has over 50 years of industry experience and has been recognized with multiple industry accolades. Our key management team has worked together for several years, providing stability and consistency of approach to the market.
We are led by our Founder and Executive Chairman, Wasef Jabsheh, who has over 50 years of industry experience and has been recognized with multiple industry accolades. Our key management team has worked together for several years, providing stability and consistency of approach to the market.
Our growth and underwriting performance have allowed us to post consistently strong profitability levels with an unlevered return on average equity of 10.5% over the same time period with limited volatility through market cycles. Our primary underwriting subsidiary, IGI Bermuda, is a class 3B insurance and reinsurance company regulated by the BMA.
Our growth and underwriting performance have allowed us to post consistently strong profitability levels with an unlevered return on average equity of 17.0% over the same time period with limited volatility through market cycles. Our primary underwriting subsidiary, IGI Bermuda, is a class 3B insurance and reinsurance company regulated by the BMA.
The following charts show the percentage breakdown of net case and IBNR including ULAE reserves as of December 31, 2022 and 2021: 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, 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.
Notification of Material Changes. All registered insurers are required to give notice to the BMA of their intention to effect a material change within the meaning of the Insurance Act.
All registered insurers are required to give notice to the BMA of their intention to effect a material change within the meaning of the Insurance Act.
Political Violence Our political violence portfolio represented approximately 2.0% and 1.7% of our GWP for the years ended December 31, 2022 and 2021, respectively. Our political violence line of business focuses on comprehensive sabotage and terrorism, strikes, riots, civil commotions, malicious damage, missing mutiny, coup d’etat, insurrection, revolution, rebellion, war and civil war.
Political Violence Our political violence portfolio represented approximately 2.6% and 1.7% of our GWP for the years ended December 31, 2023 and 2022, respectively. Our political violence line of business focuses on comprehensive sabotage and terrorism, strikes, riots, civil commotions, malicious damage, missing mutiny, coup d’etat, insurrection, revolution, rebellion, war and civil war.
All other risks, including regulatory and operational risks, are classified as non-core. We seek, to the extent we regard as reasonably practicable and economically viable, to avoid or minimize our exposure to non-core risks. Marketing and Distribution We source our business primarily through brokers, with 61% of 2022 premiums coming from five producing brokers.
All other risks, including regulatory and operational risks, are classified as non-core. We seek, to the extent we regard as reasonably practicable and economically viable, to avoid or minimize our exposure to non-core risks. Marketing and Distribution We source our business primarily through brokers, with 63% of 2023 premiums coming from five producing brokers.
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.
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.
IGI Europe’s financial statements for the year ended December 31, 2022 also 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%.
IGI Europe’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 Europe’s actual statutory capital surplus, which exceeded the MFSA’s requirements by 108%.
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 61% of our premiums in the year ended December 31, 2022.
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.
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 €3.7 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 €4.0 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 €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.
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. 59 Contingency Our contingency line of business represented approximately 1.9% and 0.6% of our gross written premium for the years ended December 31, 2022 and 2021, 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 2.9% and 1.6% of our gross written premium for the years ended December 31, 2023 and 2022, respectively.
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 Energy Insurance Oslo AS (“EIO”).
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.
As noted above, we are not currently subject to group supervision, but are currently in discussions with the BMA regarding its proposed institution of group-wide supervision by the BMA on the group. Supervision, Investigation, Intervention and Disclosure.
We are not currently subject to group supervision, but are currently in discussions with the BMA regarding its proposed institution of group-wide supervision by the BMA on the group . Supervision, Investigation, Intervention and Disclosure.
IGI UK’s financial statements for the year ended December 31, 2022 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 52%. 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, 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.
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 Energy Insurance Oslo 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.
Similar requirements apply in relation to the acquisition and increase of control of a UK authorized person which is an insurance intermediary except that application for approval is made to, and decided by, the FCA and the threshold triggering the requirement for prior approval is 20% of the shares or voting power in the insurance intermediary or its parent company. 79 Senior Managers and Certification Regime.
Similar requirements apply in relation to the acquisition and increase of control of a UK authorized person which is an insurance intermediary except that application for approval is made to, and decided by, the FCA and the threshold triggering the requirement for prior approval is 20% of the shares or voting power in the insurance intermediary or its parent company.
The Designated Insurer must immediately notify the BMA of any changes to the above details entered on the Register of Group Particulars. 75 As group supervisor, the BMA will perform a number of supervisory functions including (i) coordinating the gathering and dissemination of relevant or essential information for going concerns and emergency situations, including the dissemination of information which is of importance for the supervisory task of other competent authorities; (ii) carrying out supervisory reviews and assessments of the insurance group; (iii) carrying out assessments of the insurance group’s compliance with the rules on solvency, risk concentration, intra-group transactions and good governance procedures; (iv) planning and coordinating through regular meetings held at least annually (or by other appropriate means) with other competent authorities, supervisory activities in respect of the insurance group, both as a going concern and in emergency situations; (v) coordinating enforcement actions that may need to be taken against the insurance group or any of its members; and (vi) planning and coordinating meetings of colleges of supervisors in order to facilitate the carrying out of the functions described above.
As group supervisor, the BMA will perform a number of supervisory functions including (i) coordinating the gathering and dissemination of relevant or essential information for going concerns and emergency situations, including the dissemination of information which is of importance for the supervisory task of other competent authorities; (ii) carrying out supervisory reviews and assessments of the insurance group; (iii) carrying out assessments of the insurance group’s compliance with the rules on solvency, risk concentration, intra-group transactions and good governance procedures; (iv) planning and coordinating through regular meetings held at least annually (or by other appropriate means) with other competent authorities, supervisory activities in respect of the insurance group, both as a going concern and in emergency situations; (v) coordinating enforcement actions that may need to be taken against the insurance group or any of its members; and (vi) planning and coordinating meetings of colleges of supervisors in order to facilitate the carrying out of the functions described above.
The onshored Solvency II measure of available capital (“Own Funds”) uses IFRS shareholders’ funds as a starting point and applies a number of specific adjustments prescribed under onshored Solvency II.
The onshored Solvency II measure of available capital (“Own Funds”) uses UK GAAP shareholders’ funds as a starting point and applies a number of specific adjustments prescribed under onshored Solvency II.
A full reconciliation between the onshored Solvency II and IFRS bases is provided in the annual Solvency & Financial Condition Report published on IGI’s website ( www.iginsure.com ).
A full reconciliation between the onshored Solvency II and UK GAAP bases is provided in the annual Solvency & Financial Condition Report published on IGI’s website ( www.iginsure.com ).
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 57% and 51% in 2021 and 2020, 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 the PRA’s requirements by 52% and 57% in 2022 and 2021, respectively.
In addition, 24.4% was sourced through Managing General Agents, that are required to strictly adhere to our narrowly defined underwriting criteria and return thresholds and only 5.3% 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, 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.
Specifically, the assessment confirms that the Standard Formula: ● captures the full scope of risks to which the Company is exposed and for which the holding of capital is an appropriate response; 82 ● is sufficiently sensitive to future changes in the Company’s risk profile on both the asset and liabilities side of the balance sheet including the influence of outward reinsurance arrangements; ● has been applied in full with no application of undertaking specific parameters, simplifications or transitional measures; and ● is applied with adjustment for the risk absorbing effect of technical provisions and deferred taxes.
Specifically, the assessment confirms that the Standard Formula: ● captures the full scope of risks to which the Company is exposed and for which the holding of capital is an appropriate response; ● is sufficiently sensitive to future changes in the risk profile on both the asset and liabilities side of the balance sheet including the influence of outward reinsurance arrangements; ● has been applied in full with no application of undertaking specific parameters, simplifications or transitional measures; and ● is applied with no consideration for the risk absorbing effect of technical provisions and deferred taxes resulting in an SCR requirement that is more prudent.
Failure to comply with the requirements of the Cyber Risk Code will be taken into account by the BMA in determining whether a registrant is conducting its business in a sound and prudent manner, as prescribed by the Insurance Act, and may result in the BMA exercising its powers of intervention and investigation. Restrictions on Dividends and Distributions.
Failure to comply with the requirements of the Cyber Risk Code will be taken into account by the BMA in determining whether a registrant is conducting its business in a sound and prudent manner, as prescribed by the Insurance Act, and may result in the BMA exercising its powers of intervention and investigation. Recovery Planning.
Reinsurance Segment Our reinsurance business represented approximately 5.3% and 4.4% of our GWP for the years ended December 31, 2022 and 2021, respectively. Our reinsurance portfolio includes primarily underwritten programs related to the marine liability, energy, property, engineering, motor, casualty and aviation sectors, and is concentrated in the MENA region and the wider Afro-Asian and European markets.
Reinsurance Segment Our reinsurance business represented approximately 8.9% and 4.6% of our GWP for the years ended December 31, 2023 and 2022, respectively. Our reinsurance portfolio includes primarily underwritten programs related to the marine liability, energy, property, engineering, motor, casualty and aviation sectors, and is concentrated in the MENA region and the wider Afro-Asian and European markets.
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 4.9% and 6.6% of our GWP for the years ended December 31, 2022 and 2021, 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 3.8% and 4.2% of our GWP for the years ended December 31, 2023 and 2022, respectively.
The statutory financial return of a Class 3B insurer shall consist of (i) an insurer information sheet, (ii) an auditor’s report, (iii) the statutory financial statements and (iv) notes to the statutory financial statements.
The statutory financial return of a Class 3B insurer shall consist of (i) an insurer information sheet, (ii) an auditor’s report, (iii) the statutory financial statements (including notes to the unconsolidated financial statements) and (iv) the statutory declaration of compliance.
Specifically, the assessment confirms that the Standard Formula: ● captures the full scope of risks to which the Company is exposed and for which the holding of capital is an appropriate response; ● is sufficiently sensitive to future changes in the risk profile on both the asset and liabilities side of the balance sheet including the influence of outward reinsurance arrangements; ● has been applied in full with no application of undertaking specific parameters, simplifications or transitional measures; and ● is applied with no consideration for the risk absorbing effect of technical provisions and deferred taxes resulting in an SCR requirement that is more prudent. 80 The Standard Formula SCR and associated onshored 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.
Specifically, the assessment confirms that the Standard Formula: ● captures the full scope of risks to which the Company is exposed and for which the holding of capital is an appropriate response; ● is sufficiently sensitive to future changes in the Company’s risk profile on both the asset and liabilities side of the balance sheet including the influence of outward reinsurance arrangements; ● has been applied in full with no application of undertaking specific parameters, simplifications or transitional measures; and ● is applied with adjustment for the risk absorbing effect of technical provisions and deferred taxes. 80 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 board of directors of IGI Europe in addition to being communicated to the boards of directors of IGI and IGI Bermuda.
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 15.1% and 14.5% of our GWP for the years ended December 31, 2022 and 2021, 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 14.4% and 12.8% of our GWP for the years ended December 31, 2023 and 2022, respectively.
Marine Cargo Our marine cargo line of business represented approximately 1.8% and 0.9% of our gross written premium for the years ended December 31, 2022 and 2021, 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 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.
Following the UK’s decision to withdraw from the EU (“Brexit”), the UK began a process of “onshoring” EU legislation whereby the UK replicated EU law in UK legislation and regulation and then amended it so that it would be operationally effective following the end of the Brexit transition period on December 31, 2020.
Following Brexit, the UK began a process of “onshoring” EU legislation whereby the UK replicated EU law in UK legislation and regulation and then amended it so that it would be operationally effective following the end of the Brexit transition period on December 31, 2020.
Marine Liability Our marine liability line of business represented approximately 0.6% of our GWP for each of the years ended December 31, 2022 and 2021. 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 0.5% 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.
We focus our inherent defects insurance portfolio predominantly on the UK and Europe. Specialty Short-tail Segment Energy Our energy businesses represented approximately 20.2% and 19.1% of our GWP for the years ended December 31, 2022 and 2021, respectively.
We focus our inherent defects insurance portfolio predominantly on the UK and Europe. Specialty Short-tail Segment Energy Our energy businesses represented approximately 21.2% and 17.1% of our GWP for the years ended December 31, 2023 and 2022, respectively.
Ports and Terminals Our ports and terminals business represented approximately 4.7% and 5.4% of our GWP for the years ended December 31, 2022 and 2021, respectively. Our current offerings in this line of business include the handling of equipment, damage to port property, business interruption and damage to port craft, marine trade, liabilities to authorities and other liabilities.
Ports and Terminals Our ports and terminals business represented approximately 4.3% and 3.9% of our GWP for the years ended December 31, 2023 and 2022, respectively. 55 Our current offerings in this line of business include the handling of equipment, damage to port property, business interruption and damage to port craft, marine trade, liabilities to authorities and other liabilities.
We continually seek to evaluate additional lines of business and markets that will complement our core competencies and where we believe we can generate attractive risk-adjusted returns. For example, in 2021, we started underwriting our contingency line of business, which produced $3.5 million of premiums in 2021 and $10.9 million of premiums in 2022.
We continually seek to evaluate additional lines of business and markets that will complement our core competencies and where we believe we can generate attractive risk-adjusted returns. For example, in 2021, we started underwriting our contingency line of business, which produced $3.9 million, $11.1 million and $19.7 million of premiums in 2021, 2022 and 2023, respectively.
General Aviation Our general aviation business represented approximately 3.8% and 3.7% of our GWP for the years ended December 31, 2022 and 2021, respectively.
General Aviation Our general aviation business represented approximately 2.8% and 3.2% of our GWP for the years ended December 31, 2023 and 2022, respectively.
We focus our marine liability portfolio predominantly on Asia and Europe. 57 Inherent Defects Insurance Our inherent defects insurance line of business represented approximately 1.5% and 1.8% of our GWP for the years ended December 31, 2022 and 2021, respectively. Our inherent defects insurance portfolio covers inherent defects insurance and insurance backed guarantee risks.
We focus our marine liability portfolio predominantly on Asia and Europe. Inherent Defects Insurance Our inherent defects insurance line of business represented approximately 1.1% of our GWP for both the years ended December 31, 2023 and 2022. Our inherent defects insurance portfolio covers inherent defects insurance and insurance backed guarantee risks.
Where there has been a significant loss which is reasonably likely to cause the insurer to fail to comply with its ECR, the principal representative must also furnish the BMA with a capital and solvency return reflecting an ECR prepared using post-loss data.
Where there has been a significant loss which is reasonably likely to cause the insurer to fail to comply with its ECR, the principal representative must also furnish the BMA with a capital and solvency return reflecting an ECR prepared using post-loss data. The principal representative must provide this within 45 days of notifying the BMA regarding the loss.
Upon consummation of the Business Combination, our common shares and warrants to purchase common shares were listed on Nasdaq. Platform Overview We primarily underwrite business through IGI Bermuda, IGI UK and IGI Europe (which are subsidiaries of IGI Bermuda).
Upon consummation of the Business Combination, our common shares and warrants to purchase common shares were listed on Nasdaq. Our warrants have since all been repurchased or redeemed. Platform Overview We primarily underwrite business through IGI Bermuda, IGI UK and IGI Europe (which are subsidiaries of IGI Bermuda).

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

172 edited+72 added−105 removed68 unchanged
Biggest changeResults of Operations — Consolidated The following table summarizes IGI’s consolidated income statement for the years indicated: Year Ended December 31 2022 2021 2020 ($) in millions Gross written premiums 581.8 545.6 467.3 Reinsurers’ share of insurance premiums (186.5 ) (163.0 ) (128.9 ) Net written premiums 395.3 382.6 338.4 Net change in unearned premiums (18.9 ) (37.4 ) (54.9 ) Net premiums earned 376.4 345.2 283.5 Net claims and claim adjustment expenses (1) (157.7 ) (176.2 ) (151.7 ) Net policy acquisitions expenses (70.2 ) (63.2 ) (54.4 ) Net underwriting results 148.5 105.8 77.4 Total investment income, net (2) 20.7 14.1 11.5 Realized (loss) gain on investments (0.7 ) 0.3 1.2 Realized loss on investment properties (0.1 ) — (0.2 ) Unrealized (loss) gain on investments (2.9 ) 3.1 (0.2 ) Fair value loss on investment properties (0.6 ) (1.3 ) (2.0 ) Expected credit losses on investments — (0.2 ) (0.3 ) Share of profit (loss) from associates 0.2 (7.3 ) (1.5 ) General and administrative expenses (67.5 ) (58.9 ) (46.9 ) Other expenses, net (3) (3.7 ) (6.0 ) (4.4 ) Change in fair value of derivative financial liability 2.9 0.7 (4.4 ) Listing related expenses — — (3.4 ) (Loss) gain on foreign exchange (9.1 ) (4.9 ) 2.5 Profit before tax 87.7 45.4 29.3 Income tax (2.2 ) (1.7 ) (2.1 ) Profit for the year 85.5 43.7 27.2 Basis and diluted earnings per share $ 1.74 $ 0.89 $ 0.59 (1) Net claims and claim adjustment expenses represents claims occurring during the year, adjusted either upward or downward based on the prior year’s unfavorable (or favorable) development in claims, as follows: Year Ended December 31 2022 2021 2020 ($) in millions Claims occurring during the current year 198.1 192.3 157.8 Prior year’s favorable development (40.4 ) (16.1 ) (6.1 ) Net claims and claim adjustment expenses for current year 157.7 176.2 151.7 See “Operating and Financial Review and Prospects — Reserves — Reserving Results & Development” for a discussion of the claims development in each of these years.
Biggest changeGAAP. 86 Results of Operations — Consolidated The following table summarizes IGI’s consolidated statement of income for the years indicated: Year Ended December 31 2023 2022 2021 ($) 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.
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 €3.7 million.
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.
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.
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.
Examples include: ● large exposures to known natural catastrophes (such as hurricanes, earthquakes and flood); ● large exposures to specific risk losses; and ● long-tailed low frequency, high severity classes. 120 Reserve for Unallocated Loss Adjustment Expenses (“ULAE”) ULAE amounts are expenses arising from administering claims that are not directly attributable to individual claims.
Examples include: ● large exposures to known natural catastrophes (such as hurricanes, earthquakes and flood); ● large exposures to specific risk losses; and ● long-tailed low frequency, high severity classes. Reserve for Unallocated Loss Adjustment Expenses (“ULAE”) ULAE amounts are expenses arising from administering claims that are not directly attributable to individual claims.
We are therefore dependent on our capital raising abilities and dividend payments from our subsidiaries. The ability of our subsidiaries to distribute cash to us to pay dividends is limited by regulatory capital requirements. 107 Our operations generate cash flow as a result of the receipt of premiums in advance of the time when claim payments are required.
We are therefore dependent on our capital raising abilities and dividend payments from our subsidiaries. The ability of our subsidiaries to distribute cash to us to pay dividends is limited by regulatory capital requirements. Our operations generate cash flow as a result of the receipt of premiums in advance of the time when claim payments are required.
Corporate includes investment income on a managed basis and other non-segment expenses, predominantly general and administrative, stock compensation, finance and transaction expenses. Corporate also includes the activities of certain key executives such as the Chief Executive Officer and Chief Financial Officer. Our corporate expenses and investment results are presented separately within the corporate segment section.
Corporate includes investment income on a managed basis and other non-segment expenses, predominantly general and administrative, stock compensation, finance and transaction expenses. Corporate also includes the activities of certain key executives such as the President and Chief Executive Officer, and Chief Financial Officer. Our corporate expenses and investment results are presented separately within the corporate segment section.
IGI UK has chosen the Solvency II Standard Formula (the “Standard Formula”) method to calculate its SCR. 110 IGI has assessed the appropriateness of the Standard Formula on both a qualitative and quantitative basis and considers it to provide an appropriate fit to the Company’s business and risk profile.
IGI UK has chosen the Solvency II Standard Formula (the “Standard Formula”) method to calculate its SCR. IGI has assessed the appropriateness of the Standard Formula on both a qualitative and quantitative basis and considers it to provide an appropriate fit to the Company’s business and risk profile.
Income tax Income tax reflects (1) income tax payable by IGI Labuan in accordance with the Labuan Business Activities Tax Act 1990, (2) tax payable by IGI Casablanca pursuant to the Casablanca Finance City Tax Code, (3) corporate tax payable by IGI UK and North Star Underwriting Limited in accordance with UK tax law and (4) corporate tax payable by IGI Europe in accordance with Malta income tax law.
Income tax expense Income tax expense reflects (1) income tax payable by IGI Labuan in accordance with the Labuan Business Activities Tax Act 1990, (2) tax payable by IGI Casablanca pursuant to the Casablanca Finance City Tax Code, (3) corporate tax payable by IGI UK and North Star Underwriting Limited in accordance with UK tax law and (4) corporate tax payable by IGI Europe in accordance with Malta income tax law.
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, 2022, 2021 and 2020, 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, 2023, 2022 and 2021, IGI has recorded reserving releases (item (C)).
The cost of settling claims may also be increased by global commodity price inflation. We take both these factors into account when setting reserves for any events where we think they may be material. Our calculation of reserves for net claims and claim adjustment expenses includes assumptions about future payments for settlement of claims and claims-handling expenses.
The cost of settling claims may also be increased by global commodity price inflation. We take both these factors into account when setting reserves for any events where we think they may be material. Our calculation of reserves for net loss and loss adjustment expenses includes assumptions about future payments for settlement of claims and claims-handling expenses.
See “ Risk Factors — Risks Relating to Our Business and Operations — 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 .” E.
See “ Risk Factors — Risks Relating to Our Business and Operations — 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 .” C.
This was primarily due to a favorable development on loss reserves from prior accident years in 2022 compared to 2021 and a favorable foreign currency devaluation impact on net outstanding claims denominated in Pound Sterling and Euro compared to the US Dollar as a result of the strengthening of the U.S. Dollar in 2022.
This was primarily due to a higher favorable development on loss reserves from prior accident years in 2022 compared to 2021 and a favorable foreign currency devaluation impact on net outstanding claims denominated in Pound Sterling and Euro compared to the U.S. Dollar as a result of the strengthening of the U.S. Dollar in 2022.
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 For the Year Ended December 31, 2021 Gross Incurred Amount Net Incurred Amount ($ in millions) Catastrophe Event European Floods 6.8 6.8 South Africa Riots 5.8 4.4 Hurricane Ida 2.5 2.5 Cyclone Shaheen 0.7 0.6 Cyclone Nora 0.5 0.5 Other 3.0 2.2 Provided during the year related to prior accident years 15.9 13.3 Total 35.2 30.3 Net policy acquisition expenses Net policy acquisition expenses increased 11.1% from $63.2 million in 2021 to $70.2 million in 2022.
For the Year Ended December 31, 2022 Gross Incurred Amount Net Incurred Amount ($ 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 For the Year Ended December 31, 2021 Gross Incurred Amount Net Incurred Amount ($ in millions) Catastrophe Event European Floods 6.8 6.8 South Africa Riots 5.8 4.4 Hurricane Ida 2.5 2.5 Cyclone Shaheen 0.7 0.6 Cyclone Nora 0.5 0.5 Other 3.0 2.2 Provided during the year related to prior accident years 15.9 13.3 Total 35.2 30.3 Net policy acquisition expenses Net policy acquisition expenses increased 17.8% from $59.6 million in 2021 to $70.2 million in 2022.
Gain (loss) on foreign exchange Gain (loss) on foreign exchange represents gains and/or losses incurred as a result of foreign currency transactions.
Net foreign exchange gain (loss) Gain (loss) on foreign exchange represents gains and/or losses incurred as a result of foreign currency transactions.
This restatement 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). ● 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). 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).
The increase in gross written premiums was primarily due to new business generation and an increase in overall renewal premium rates by 5.8% on average, which was partially offset by currency exchange rates resulting in devaluation of premiums denominated in Pound Sterling and Euro due to the strengthening of the US Dollar against these currencies.
The increase in gross written premiums was primarily due to new business generation and an increase in overall renewal premium rates by 5.8% on average, which was partially offset by currency exchange rates resulting in devaluation of premiums denominated in Pound Sterling and Euro due to the strengthening of the U.S. Dollar against these currencies.
Aggregate Bond Index and the dividend returns for the S&P 500 ® Index: As of December 31 2022 2021 2020 % Barclays US Aggregate Bond Index 2.7 2.4 2.8 S&P 500 ® Index (dividend return) 1.7 1.3 1.5 The cost or amortized cost and carrying value of our fixed-maturity investments as of December 31, 2022 is presented below by contractual maturity.
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.
Net policy acquisition expenses Policy acquisition costs and commissions earned represent commissions paid and received in relation to the acquisition and renewal of insurance and retrocession contracts which are deferred and expensed over the same period over which the corresponding premiums are recognized in accordance with the earning pattern of the underlying contract.
Net policy acquisition expenses Net policy acquisition expenses represent commissions paid in relation to the acquisition and renewal of insurance and retrocession contracts which are deferred and expensed over the same period over which the corresponding premiums are recognized in accordance with the earning pattern of the underlying contract.
The higher favorable development on loss reserves from prior accident years in 2022 compared to 2021 was also attributable to the currency devaluation impact on loss reserves denominated in Pound Sterling and Euro compared to the US Dollar on a year-over-year basis.
The higher favorable development on loss reserves from prior accident years in 2022 compared to 2021 was also attributable to the currency devaluation impact on loss reserves denominated in Pound Sterling and Euro compared to the U.S. Dollar on a year-over-year basis.
Estimates and assumptions relating to reserves for net claims and claim 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 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 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 IFRS 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. 83 We conduct our worldwide operations through three reportable segments under U.S. GAAP segment reporting: specialty long-tail, specialty short-tail and reinsurance.
Critical Accounting Estimates The preparation of our consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities.
E. Critical Accounting Estimates The preparation of our consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities, if any.
We believe that these non-IFRS measures, which may be defined and calculated differently by other companies, explain and enhance investor understanding of our results of operations. However, these measures should not be viewed as a substitute for those determined in accordance with IFRS.
We believe that these non-GAAP measures, which may be defined and calculated differently by other companies, explain and enhance investor understanding of our results of operations. However, these measures should not be viewed as a substitute for those determined in accordance with U.S. GAAP.
In addition, we set our own internal capital policies. Our overall capital requirements can be impacted by a variety of factors including economic conditions, business mix, the composition of our investment portfolio, year-to-year movements in net reserves, our reinsurance program and regulatory requirements. Capital position We are a holding company with no direct source of operating income.
Our overall capital requirements can be impacted by a variety of factors including economic conditions, business mix, the composition of our investment portfolio, year-to-year movements in net reserves, our reinsurance program and regulatory requirements. Capital position We are a holding company with no direct source of operating income.
IGI UK’s financial statements for the year ended December 31, 2022 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%. MFSA requirements Following its acquisition in June 2021, IGI Europe is subject to regulation by the MFSA.
IGI UK’s draft financial statements for the year ended December 31, 2023 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%. MFSA requirements Following its acquisition in June 2021, IGI Europe is subject to regulation by the MFSA.
These opinions and the actuarial reviews of reserves supporting these opinions are undertaken by an independent, ‘big four’ actuarial consultant. 117 Actuarial Review In preparation for the recommendations to the reserving committee, our actuarial team undertakes a review of the reserves each quarter using a range of widely accepted actuarial methodologies and additional approaches as appropriate.
These opinions and the actuarial reviews of reserves supporting these opinions are undertaken by an independent international actuarial consultant. 107 Actuarial Review In preparation for the recommendations to the reserving committee, our actuarial team undertakes a review of the reserves each quarter using a range of widely accepted actuarial methodologies and additional approaches as appropriate.
Time value of money: As of the date of this annual report, the reserves (determined under IFRS 4) make no explicit allowance for the time value of money (i.e. reserves are not discounted) Reserve Strengthening/Reserving Release: Reserve strengthening is the term used when the reserves established previously are no longer considered sufficient and are increased.
Time value of money: As of the date of this annual report, the reserves (determined under U.S. GAAP) make no explicit allowance for the time value of money (i.e. reserves are not discounted). Reserve Strengthening/Reserving Release: Reserve strengthening is the term used when the reserves established previously are no longer considered sufficient and are increased.
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 57% and 51% in 2021 and 2020, 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 the PRA’s requirements by 52% and 57% in 2022 and 2021, respectively.
Reinsurers’ share of insurance premiums Reinsurers’ share of insurance premiums comprise the total premiums payable for the reinsurance cover provided by retrocession contracts entered into during the year and are recognized on the date on which the policy incepts. Premiums include any adjustments arising in the accounting period in respect of reinsurance contracts incepting in prior accounting periods.
Ceded written premiums Ceded written premiums comprise the total premiums payable for the reinsurance cover provided by retrocession contracts entered into during the year and are recognized on the date on which the policy incepts. Premiums include any adjustments arising in the accounting period in respect of reinsurance contracts incepting in prior accounting periods.
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 2022, we managed most of our investment portfolio in-house, with the exception of approximately $18.2 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 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.
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. 116 When a claim is reported, a member of the claims team will establish a “case reserve”.
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.
IGI Europe’s 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% and 140% for the years ended December 31, 2022 and 2021, respectively.
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.
Best reaffirmed our rating with an “A” (Excellent)/Stable. In April 2022, 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 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.
The following table provides a reconciliation of the beginning of year and end of year reserves for the financial years 2020 to 2022 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 2021 to 2023 and demonstrates the reserve surplus and deficiencies recognized over this year.
The increase was primarily due to the increase in net premiums earned in 2022 compared to 2021. The policy acquisition expense ratio for 2021 was 18.3% compared to 18.7% for 2022.
The increase was primarily due to the increase in net premiums earned in 2022 compared to 2021. The net policy acquisition expense ratio for 2022 was 17.6% compared to 17.3% in 2021.
($) in millions Initial 1+ 2+ 3+ 4+ 5+ 6+ 7+ 8+ 9+ 10+ Net Premiums Earned 2012 100.1 88.1 78.1 81.5 77.3 77.8 76.8 71.6 71.6 71.7 73.1 148.4 2013 123.6 121.7 120.6 117.1 109.5 107.7 107.6 107.3 107.1 105.6 180.6 2014 115.9 90.1 79.2 73.3 70.1 66.8 65.6 65.5 66.4 189.5 2015 92.9 87.0 79.8 75.3 73.1 72.6 71.9 72.4 155.8 2016 98.8 94.1 90.1 85.4 89.2 89.2 89.8 157.9 2017 110.3 117.2 116.4 113.9 112.0 111.8 146.7 2018 94.3 105.0 108.5 113.0 103.1 183.3 2019 124.4 115.7 100.1 107.0 215.5 2020 157.8 155.6 145.9 283.5 2021 192.3 162.9 345.2 2022 198.2 376.4 For additional information about our reserves and reserves development, see Note 7 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 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.
The ECR required of IGI Bermuda was $231.0 million, $233.4 million and $199.7 million in each of 2022, 2021 and 2020, respectively. The BMA also established a TCL above the ECR which insurers are expected to hold at least in total equivalent to 120% of the ECR (“the Target Capital”).
The ECR required of IGI Bermuda was $260.0 million, $230.8 million and $233.4 million in each of 2023, 2022 and 2021, respectively. The BMA also established a TCL above the ECR which insurers are expected to hold at least in total equivalent to 120% of the ECR (“the Target Capital”).
Our catastrophe reinsurance purchase is $77.5 million with a reinstatable limit above an entry point of $12.5 million. 114 ● We purchase offshore energy reinsurance to reduce our exposure to large losses. As of July 1, 2022, 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, 2023, our maximum platform exposure was $75.0 million.
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.
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.
The tables below outline reported incurred losses on catastrophe events in the years ended December 31, 2021 and 2020.
The tables below outline reported incurred losses on catastrophe events in the years ended December 31, 2023 and 2022.
In particular, estimates have to be made for both the expected ultimate cost of claims reported and the expected ultimate cost of claims incurred but not yet reported (IBNR) at the consolidated statement of financial position date.
In particular, estimates have to be made for both the expected ultimate cost of claims reported and the expected ultimate cost of claims incurred but not yet reported (IBNR) at the balance sheet date.
This decrease was primarily attributable to a favorable development on loss reserves from prior accident years, which was $40.4 million or 10.7 points for the year ended December 31, 2022, compared to $16.1 million or 4.7 points for the year ended December 31, 2021.
This decrease was primarily attributable to a favorable development on loss reserves from prior accident years, which was $42.0 million or 11.2 percentage points for the year ended December 31, 2022, compared to $16.1 million or 4.8 percentage points for the year ended December 31, 2021.
This increase was due to the decrease in the fair market value of the warrants from $12.9 million as of December 31, 2021 to $10.0 million as of December 31, 2022.
This increase was due to the decrease in the fair market value of the warrants from $12.9 million as of December 31, 2021 to $10.0 million as of December 31, 2022, in addition to the decrease in the fair market value of the earnout shares from $15.5 million as of December 31, 2021 to $13.8 million as of December 31, 2022.
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.
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.
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.
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.
The reinsurance program is modelled within a capital modelling package (currently Aon’s Tyche). The aim of the bridging process is to restate trended and developed experience for each past year as if it was the experience in the underwriting year. Then the accident year loss ratios are derived by unwinding the underwriting year results by half a year.
The aim of the bridging process is to restate trended and developed experience for each past year as if it was the experience in the underwriting year. Then the accident year loss ratios are derived by unwinding the underwriting year results by half a year.
The decrease was primarily due to a decrease in renewal business in the financial institutions line of business and lower positive rate movement in that line of business, which was partially offset by a marginal increase in the professional lines of business due to a positive rate movement of 9.4% in renewed business, which in turn was largely offset by the increased currency devaluation impact on Pound Sterling-denominated premiums in 2022 compared to 2021.
The increase was primarily due to an increase in the professional lines of business due to a positive rate movement of 9.4% in renewed business which in turn was largely offset by the increased currency devaluation impact on Pound Sterling-denominated premiums in 2022 compared to 2021.
IGI Bermuda’s audited statutory financial statements submitted to the BMA reflect the foregoing capital adequacy and solvency margin requirements, as well as IGI’s actual statutory capital surplus, which exceeded the BMA’s requirements by 179%, 162% and 180% in 2022, 2021 and 2020, respectively: Year Ended December 31 2022* 2021** 2020 ($) in millions BMA regulatory requirements Minimum Margin of Solvency (MSM) 57.8 58.3 49.9 Enhanced Capital Requirement (ECR) 231.0 233.4 199.7 Target Capital Level (TCL) 277.2 280.1 239.6 IGI Bermuda’s statutory capital and surplus 413.8 377.5 359.2 Bermuda Solvency Capital Requirement Ratio 179 162 180 Headroom over TCL 136.6 96.4 119.6 * The 2022 figures are based on IGI Bermuda’s draft statutory financial return. ** The 2021 figures have been updated based on IGI Bermuda’s final statutory financial return.
IGI Bermuda’s 2023 draft statutory financial statements, and 2022 and 2021 audited statutory financial statements submitted to the BMA reflect the foregoing capital adequacy and solvency margin requirements, as well as IGI’s actual statutory capital surplus, which exceeded the BMA’s requirements and was 211%, 179% and 162% in 2023, 2022 and 2021, respectively: Year Ended December 31 2023* 2022** 2021 ($) in millions BMA regulatory requirements Minimum Margin of Solvency (MSM) 65.0 57.8 58.3 Enhanced Capital Requirement (ECR) 260.0 230.8 233.4 Target Capital Level (TCL) 312.0 277.0 280.1 IGI Bermuda’s statutory capital and surplus 548.7 413.8 377.5 Bermuda Solvency Capital Requirement Ratio 211 179 162 Headroom over TCL 236.7 136.8 97.4 * The 2023 figures are based on IGI Bermuda’s draft statutory financial statements. ** The 2022 figures have been updated based on IGI Bermuda’s final statutory financial statements.
This was primarily due to 13.0% growth (or $36.6 million) in the specialty short-tail segment and 29.2% growth (or $7.0 million) in the reinsurance segment, which was partially offset by a 3.1% decrease (or $7.4 million) in the specialty long-tail segment.
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.
Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.
Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. We evaluate our estimates regularly using information that we believe to be relevant.
Derivative Financial Liability In connection with the consummation of our business combination with Tiberius, we issued 4,500,000 private warrants and 12,750,000 public warrants. We recognize the warrants as liabilities at fair value and adjust the instruments to fair value at each reporting period.
Derivative Financial Liabilities In connection with the consummation of our business combination with Tiberius, we issued 4,500,000 private warrants and 12,750,000 public warrants. We repurchased and redeemed all public and private warrants in 2023. Prior to the repurchase and redemption, we recognized the warrants as liabilities at fair value and adjusted the instruments to fair value at each reporting period.
Net change in unearned premiums Net change in unearned premiums in the specialty long-tail segment decreased by 93.1% from $10.2 million in 2021 to $0.7 million in 2022.
Net change in unearned premiums in the specialty long-tail segment decreased from expense of $4.2 million in 2021 to expense of $0.1 million in 2022.
Key inputs to the committee include but are not limited to the quarterly actuarial reserve review, presented by the Group Chief Actuary, and discussions with the heads of claims, reinsurance and underwriting. The committee also considers findings of external actuarial reviews.
Key inputs to the committee include but are not limited to the quarterly actuarial reserve review, presented by the Group Chief Actuary, and discussions with the heads of claims, reinsurance and underwriting. The committee also considers findings of external actuarial reviews. External (independent) Actuarial Review Independent reviews of IGI’s reserves have been undertaken by a third-party actuarial consultancy since 2009.
While the estimates are likely to change as future experience emerges, any changes would only arise as a result of experience being better or worse than current expectations, or from changes in our view of the market.
While the estimates are likely to change as future experience emerges, any changes would only arise as a result of experience being better or worse than current expectations, or from changes in our view of the market. These changes will not be as a result of gradual release of implicit or explicit margins as our results contain no margins.
The increase in reinsurers’ share of insurance premiums was due to an $18.2 million increase in facultative reinsurance purchases within the specialty short-tail segment and a $6.3 million increase in non-proportional reinsurance purchase primarily driven by growth in gross written premiums in the short-tail segment.
The increase in ceded written premiums was due to an $18.4 million increase in facultative reinsurance purchases and an $11.6 million increase in non-proportional reinsurance purchases within the specialty short-tail segment primarily driven by growth in gross written premiums in the short-tail segment.
In addition to general price inflation, we are exposed to a persistent long-term upwards trend in the cost of judicial awards for damages. We take this into account in our pricing and reserving of our professional lines of business.
The actual effects of inflation on our results cannot be accurately known until claims are ultimately settled. 113 In addition to general price inflation, we are exposed to a persistent long-term upwards trend in the cost of judicial awards for damages. We take this into account in our pricing and reserving of our professional lines of business.
The increase in gross written premiums was in all lines of business, other than in general aviation, primarily due to new business generated across all lines of business, as well as rate increases on existing business of 7.3%.
The increase in gross written premiums was in all lines of business, other than in ports and terminals and engineering, primarily due to new business generated across all lines of business, as well as rate increases on existing business of 5.2%.
This was primarily due to 13.8% growth (or $29.1 million) in the specialty long-tail segment, 18.7% growth (or $44.5 million) in the specialty short-tail segment and 24.4% growth (or $4.7 million) in the reinsurance segment.
This was primarily due to 10.1% growth (or $29.0 million) in the specialty short-tail segment, 3.7% growth (or $8.4 million) in the specialty long-tail segment and 30.7% growth (or $7.4 million) in the reinsurance segment.
Valuation of insurance contract liabilities Considerable judgement by management is required in the estimation of amounts due to contract holders arising from claims made under insurance contracts.
Reserve for unpaid loss and loss adjustment expenses Considerable judgement by management is required in the estimation of amounts due to contract holders arising from claims made under insurance contracts.
The TCL required of IGI Bermuda was $277.2 million, $280.1 million and $239.6 million in each of 2022, 2021 and 2020, respectively.
The TCL required of IGI Bermuda was $312.0 million, $277.0 million and $280.1 million in each of 2023, 2022 and 2021, respectively.
The following is a summary of significant property reinsurance treaties in effect as of July 1, 2022. Our per risk reinsurance covers losses from an entry point of $10.0 million up to $50.0 million PML. PML error is purchased beyond this limit for a further $22.5 million.
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.
If our loss reserves are determined to be inadequate, we will be required to increase our reserves at the time with a corresponding reduction in our net income for that year.
If our loss reserves are determined to be inadequate, we will be required to increase our reserves at the time with a corresponding reduction in our net income for that year. Such adjustments could have a material adverse effect on our results and our financial condition.
Such adjustments could have a material adverse effect on our results and our financial condition. 118 Actuarial Methodologies The main methodologies used to project claims to ultimate include resolution but are not limited to: Chain Ladder Method: Using a development triangle 1 of cumulative claims amounts, a set of incremental development factors are calculated.
Actuarial Methodologies The main methodologies used to project claims to ultimate include resolution but are not limited to: Chain Ladder Method: Using a development triangle 1 of cumulative claims amounts, a set of incremental development factors are calculated.
Net cash flows used in investing activities Net cash flows used in investing activities decreased from $2.5 million in the year ended December 31, 2021 to $1.2 million in the year ended December 31, 2022.
Net cash flows used in financing activities decreased from a net cash outflow of $15.1 million for the year ended December 31, 2021 to a net cash outflow of $12.5 million for the year ended December 31, 2022.
Best rating of “A-” or better. The largest reinsurance recoverables from any one carrier was approximately 6.8% of total shareholders’ equity available to IGI at December 31, 2022.
The largest reinsurance recoverables from any one carrier was approximately 8.0% of total shareholders’ equity available to IGI at December 31, 2023.
To the extent inflation causes these costs to increase above reserves established for these claims, we will be required to increase our loss reserves with a corresponding reduction in earnings. The actual effects of inflation on our results cannot be accurately known until claims are ultimately settled.
To the extent inflation causes these costs to increase above reserves established for these claims, we will be required to increase our loss reserves with a corresponding reduction in earnings.
External (independent) Actuarial Review Independent reviews of IGI’s reserves have been undertaken by a third party actuarial consultancy since 2009. At present these reviews are undertaken every twelve months. We undertake statutory submissions to the BMA and the National Association of Insurance Commissioners. Actuarial opinions are required to support the annual return.
At present these reviews are undertaken every twelve months. We undertake statutory submissions to the BMA and the National Association of Insurance Commissioners. Actuarial opinions are required to support the annual return.
This was partially offset by net favorable development of net loss reserves from prior accident years for all lines of business in the short-tail segment (with the exception of engineering and political violence policies), which were positively affected by the currency devaluation impact on loss reserves denominated in Euro.
This was primarily due to an increase in current accident year losses. This was partially offset by net favorable development of net loss reserves from prior accident years for most lines of business in the short-tail segment, which were positively affected by the currency devaluation impact on loss reserves denominated in Euro.
Short-tail segment net claims and claims expense ratio increased by 1.2 percentage points to 47.2% for the year ended December 31, 2021 as compared to 45.9% during the year ended December 31, 2020. Policy acquisition expenses Policy acquisition expenses in the specialty short-tail segment increased by 9.4% from $28.8 million in 2021 to $31.5 million in 2022.
The short-tail segment loss ratio decreased by 2.8 percentage points to 50.4% for the year ended December 31, 2022 as compared to 47.6% during the year ended December 31, 2021. Net policy acquisition expenses Policy acquisition expenses in the specialty short-tail segment increased by 14.3% from $31.5 million in 2022 to $36.0 million in 2023.
We follow a careful and disciplined underwriting strategy with a focus on individually underwritten specialty risks through in-depth assessment of the underlying exposure. We use data analytics and modern technology to offer our clients flexible products and customized and granular pricing. We manage our risks through a variety of means, including contract terms, portfolio selection and underwriting and geographic diversification.
We use data analytics and modern technology to offer our clients flexible products and customized and granular pricing. We manage our risks through a variety of means, including contract terms, portfolio selection and underwriting and geographic diversification.
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. 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.
Change in fair value of derivative financial liability The Group’s Warrants constitute derivative liabilities under IFRS which must be recorded at fair value with subsequent changes in fair value recorded in the consolidated statement of income at the end of each reporting period.
Change in fair value of derivative financial liabilities The Company’s derivative financial liabilities include its warrants and outstanding earn out shares, which must be recorded at fair value with subsequent changes in fair value recorded in the consolidated statement of income at the end of each reporting period.
If insufficient information is available, the claims handler may be unable to establish an estimate and will seek further information that will allow an informed estimate to be established.
The estimate represents an informed judgment based on general industry reserving practices, the experience and knowledge of the claims handler and practices of the claims team. If insufficient information is available, the claims handler may be unable to establish an estimate and will seek further information that will allow an informed estimate to be established.
In addition, the decline in net claims and claim adjustment expenses ratio was attributable to the lower current accident year catastrophe losses (CAT), which was $24.4 million or 6.5 points for the year ended December 31, 2022, compared to $28.9 million or 8.4 points for the year ended December 31, 2021.
In addition, the decline in the loss ratio was attributable to the lower current accident year CAT losses, which were $24.4 million or 6.5 percentage points for the year ended December 31, 2022, compared to $28.9 million or 8.6 percentage points for the year ended December 31, 2021. 91 The tables below outline reported incurred losses on catastrophe event s in the years ended December 31, 2022 and 2021.
Change in fair value of derivative financial liability Change in fair value of derivative financial liability increased by 115.9% from a loss of $4.4 million in 2020 to a gain of $0.7 million in 2021.
Change in fair value of derivative financial liabilities Change in fair value of derivative financial liabilities increased from a gain of $0.7 million in 2021 to a gain of $4.6 million in 2022.
The decrease was due to a higher release of earned premiums written in prior years in 2022 compared to 2021. Net change in unearned premiums increased from a change of $22.6 million in 2020 to a change of $26.9 million in 2021.
Net change in unearned premiums decreased from an expense of $35.2 million in 2021 to an expense of $15.1 million in 2022. The decrease was due to a higher release of earned premiums written in prior years in 2022 compared to 2021.
The following table shows our top 5 reinsurers as of December 31, 2022, their credit rating as of December 31, 2022, and the reinsurance recoverable from such reinsurers as of both December 31, 2022 and December 31, 2021 (dollars in millions): Reinsurer Rating Reinsurance Recoverable at December 31, 2022 Reinsurance Recoverable at December 31, 2021 Hannover Re. – Germany A+ $ 29.1 $ 40.3 Eurasia Insurance Company – Kazakhstan B++ $ 23.4 $ 2.2 Transatlantic Reinsurance Company – UK A+ $ 12.5 $ 8.2 Swiss Re. – Switzerland A+ $ 9.9 $ 3.4 Houston Specialty Insurance Company - USA A- $ 9.8 $ 1.3 Total $ 84.7 $ 55.4 Reserves To recognize liabilities for outstanding claims, 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, 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 primary adjustments reflect the fact that Solvency II is based on the principle of an economic balance sheet — outstanding reserves and associated reinsurance recoverables being considered on a discounted best-estimate basis. A full reconciliation between the Solvency II and IFRS bases is provided in the annual Solvency & Financial Condition Report published on IGI’s website ( www.iginsure.com ).
The primary adjustments reflect the fact that Solvency II is based on the principle of an economic balance sheet — outstanding reserves and associated reinsurance recoverables being considered on a discounted best-estimate basis.
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.
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.

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Item 6. [Reserved]

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

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Biggest changeThe 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. 136 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.
Biggest changeApproval 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.
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. 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. 125 C. Board Practices Independence of Directors As a foreign private issuer, we are not required to have a majority of independent directors.
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.
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.
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.
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.
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 Chief Executive Officer, President and Chief Operating Officer.
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.
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.
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.
Notwithstanding any other provision of the 2020 Plan, our board of directors may at any time amend any or all of the provisions of the 2020 Plan, or suspend or terminate it entirely, retroactively or otherwise, subject to shareholder approval in certain instances if required by applicable law; provided, however, that, unless otherwise required by law or specifically provided in the 2020 Plan, the rights of a participant with respect to awards granted prior to such amendment, suspension or termination may not be adversely affected without the consent of such participant. 134 Transferability.
Notwithstanding any other provision of the 2020 Plan, our board of directors may at any time amend any or all of the provisions of the 2020 Plan, or suspend or terminate it entirely, retroactively or otherwise, subject to shareholder approval in certain instances if required by applicable law; provided, however, that, unless otherwise required by law or specifically provided in the 2020 Plan, the rights of a participant with respect to awards granted prior to such amendment, suspension or termination may not be adversely affected without the consent of such participant.
Set forth below is a summary of the material terms of the 2020 Plan. 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).
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).
A wards granted under the 2020 Plan generally are nontransferable, other than by will or the laws of descent and distribution, except as determined by the Administrator. Recoupment of Awards.
Transferability. A wards granted under the 2020 Plan generally are nontransferable, other than by will or the laws of descent and distribution, except as determined by the Administrator. Recoupment of Awards.
Jabsheh set up Indemaj Technology, an open-source web development company, which was also later sold in 2012. His 18-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 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.
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 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 to various entities in Bermuda.
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. 131 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. 121 Executive Compensation Components Base Salary.
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. 129 Classification of Directors Our board of directors is comprised of seven directors.
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.
Currently, Mr. Jabsheh’s appointed directors — Wasef Jabsheh and Walid Jabsheh — are serving as Class III Directors with their terms expiring at our 2023 annual general meeting. Family Relationships Wasef Jabsheh, our Chief Executive Officer and Chairman, is the father of Walid Jabsheh, our President, and Hatem Jabsheh, our Chief Operating Officer.
Currently, Mr. Jabsheh’s appointed directors — Wasef Jabsheh and Walid Jabsheh — are serving as Class III Directors with their terms expiring at our 2026 annual general meeting. Family Relationships Wasef Jabsheh, our Executive Chairman, is the father of Walid Jabsheh, our President and Chief Executive Officer, and Hatem Jabsheh, our Chief Operating Officer.
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. 130 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, 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.
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.
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.
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. 133 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. 123 Share Appreciation Rights.
Throughout 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. 127 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.
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.
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 a 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. Mr.
In addition, we have accrued $1.9 million of long-term benefits as of December 31, 2022 (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 2022 was approximately $0.5 million.
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.
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 27 years of financial services, reinsurance, and 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. 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.
Rizvi has served as the Group Chief Financial Officer of IGI Dubai since 2015. He has over 37 years of experience out of which 34 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 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.
The annual long term incentive opportunities are 150%, 125% and 100% of the executive’s base salary, respectively. Due to his expatriate status working in the United Kingdom, the President 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.
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.
We believe that the combined role of Chairman and Chief Executive Officer, together with the significant responsibilities of the board’s independent directors, provides an appropriate balance between leadership and independent oversight. Committees of the Board of Directors We have established a separately standing audit committee, compensation committee and nominating/governance committee.
We believe that the separation of the roles of Executive Chairman and Chief Executive Officer, together with the significant responsibilities of the board’s independent directors, provides an appropriate balance between leadership and independent oversight. Committees of the Board of Directors We have established a separately standing audit committee, compensation committee and nominating/governance committee.
In February 2022, our board of directors approved the grant of an aggregate of 135,000 restricted shares to certain executive officers. These shares vest in three equal installments on January 2, 2023, January 2, 2024 and January 2, 2025. The aggregate grant date fair value of the restricted shares granted to these executive officers was approximately $1.1 million.
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.
D. Employees As of December 31, 2022, 2021 and 2020, we had 355, 287 and 252 employees, respectively. The following table shows the number of employees, including management staff, by geography and function as of December 31, 2022.
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.
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 80 Chairman of the Board and Chief Executive Officer Walid Wasef Jabsheh 46 President and Director David Anthony 68 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 81 Executive Chairman of the Board Walid Wasef Jabsheh 47 President, Chief Executive Officer and Director David Anthony 69 Director Michael T.
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 in March 2020. Concurrently, from 2015 through December 2022, Mr. Poole was an investment consultant at The Gray Insurance Company. 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.
The agreements also contain limitations on outside activities, include confidentiality obligations, and include covenants restricting the solicitation of employees and customers and a non-compete for 12 months following termination of employment.
The agreements also contain limitations on outside activities, include confidentiality obligations, and include covenants restricting the solicitation of employees and customers and a non-compete for 12 months following termination of employment. The employment agreements are governed by English law.
In March 2022 our board of directors awarded 149,377 restricted shares to Wasef Jabsheh. These shares vest in three equal installments on January 2, 2023, January 2, 2024 and January 2, 2025. The grant date fair value of these restricted shares was $1.1 million.
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.
Hatem Jabsheh has served as our Chief Operating Officer since March 17, 2020. Mr. Jabsheh has been IGI’s Group Chief Operating Officer since 2017, and IGI’s Chief Investment Officer since 2010. Mr. Jabsheh began his career in 2001 with Spear, Leads, and Kellogg, a subsidiary of Goldman Sachs.
Poole is a graduate of The George Washington University. Hatem Jabsheh has served as our Chief Operating Officer since March 17, 2020. Mr. Jabsheh has been IGI’s Group Chief Operating Officer since 2017, and IGI’s Chief Investment Officer since 2010. Mr. Jabsheh began his career in 2001 with Spear, Leads, and Kellogg, a subsidiary of Goldman Sachs.
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 Chairman of the board of directors and Chief Executive Officer. We believe that having Mr.
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.
The employment agreements are governed by English law. 132 Description of the 2020 Omnibus Incentive Plan We previously adopted the 2020 Omnibus Incentive Plan (the “2020 Plan”) prior to the consummation of the Business Combination with Tiberius, and the plan was approved by Tiberius’ shareholders at the Tiberius special meeting related to the Business Combination.
Description of the 2020 Omnibus Incentive Plan We previously adopted the 2020 Omnibus Incentive Plan (the “2020 Plan”) prior to the consummation of the Business Combination with Tiberius, and the plan was approved by Tiberius’ shareholders at the Tiberius special meeting related to the Business Combination.
Compensation The aggregate amount of cash compensation, consisting of salaries and bonuses paid by us to our executive officers collectively during 2022, was approximately $7.7 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 2023, was approximately $6.7 million for services in all capacities.
Gray 62 Director David King 77 Director Wanda Mwaura 50 Director Andrew J. Poole 42 Director Hatem Wasef Jabsheh 43 Chief Operating Officer Pervez Rizvi 61 Chief Financial Officer Andreas Loucaides 70 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.
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.
Wasef Jabsheh founded IGI in 2001 and served as the Chief Executive Officer and Vice Chairman of IGI Dubai from 2011 until March 17, 2020.
Previously, Wasef Jabsheh served as our Chief Executive Officer between March 17, 2020 and June 30, 2023. Wasef Jabsheh founded IGI in 2001 and served as the Chief Executive Officer and Vice Chairman of IGI Dubai from 2011 until March 17, 2020.
The business address of Wanda Mwaura is Clarendon House, 2 Church Street, Hamilton, HM 11, Bermuda. Biographical information concerning our directors and executive officers listed above is set forth below. Wasef Jabsheh serves as our Chairman of the Board and Chief Executive Officer, positions he has held since March 17, 2020.
The business address of Wanda Mwaura is Clarendon House, 2 Church Street, Hamilton, HM 11, Bermuda. Biographical information concerning our directors and executive officers listed above is set forth below. Wasef Jabsheh serves as our Executive Chairman of the Board, a position he has held since July 1, 2023.
Poole started his career at Swiss Re (SIX: SREN) working in facultative property placements in 2003 and was on the Board of Family Security, a personal lines insurance company, from 2013 to 2015 prior to the sale of the company to United Insurance Holdings Corporation (Nasdaq: UIHC). Mr. Poole is a graduate of The George Washington University.
Poole started his career at Swiss Re (SIX: SREN) working in facultative property placements in 2003 and was on the Board of Family Security, a personal lines insurance company, from 2013 to 2015 prior to the sale of the company to American Coastal Insurance Corporation (Nasdaq: ACIC) (f/k/a United Insurance Holdings Corporation). Mr.
Jabsheh act as both Chairman of the board of directors and Chief Executive Officer is most appropriate at this time for us because it provides us with consistent and efficient leadership, both with respect to our operations and the leadership of the board of directors. In particular, having Mr.
We believe that having Wasef Jabsheh act as our Executive Chairman and Walid Jabsheh acting as President and Chief Executive Officer is most appropriate at this time for us because it provides us with consistent and efficient leadership, both with respect to our operations and the leadership of the board of directors.
He also served as a member of the board of directors of HCC Insurance Holdings Inc. from 1994 until 1997. Walid Jabsheh serves as our President and as a Director, positions he has held since March 17, 2020.
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.
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.
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.
Mwaura holds a Bachelor of Commerce (Co-op) degree from Dalhousie University, is a certified public accountant (CPA) and is a member of CPA Bermuda. 128 Andrew J. Poole has served as a Director since March 17, 2020. Mr. Poole has over 18 years of diversified investment experience.
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.
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.
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 Chief Executive Officer is entitled to the use of private aircraft in connection with his travel outside of Jordan. The employment agreements contain severance provisions whereby, if the executive is terminated other than for cause or resigns for good reason, then the executive will be paid a lump sum payment calculated based on his salary and bonus.
The employment agreements contain severance provisions whereby, if the executive is terminated other than for cause or resigns for good reason, then the executive will be paid a lump sum payment calculated based on his salary and bonus.
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. 135 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.
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.
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.
We have certified to Nasdaq that our corporate governance practices are in compliance with, and are not prohibited by, the laws of Bermuda.
She began providing auditing and advisory services at Ernst & Young Ltd. in 1996, specializing in financial services with a focus in reinsurance. Ms. Mwaura was at Ernst & Young Ltd. from 1996 through 2013, including serving as a partner from 2005 to 2013.
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.
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 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.
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.
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.
He also serves as non-executive chairman of Forex Capital Markets Limited, where he has been a Non-Executive Director since August 2014 and is a member of its audit committee and nomination and remuneration committee. From 2010 to 2012, Mr. King was executive director of Middle East business development at China Construction Bank International.
King was Non-executive Chairman, Audit Committee member and Nomination and Renumeration Committee member of Forex Capital Markets Ltd. . From 2010 to 2012, Mr. King was executive director of Middle East business development at China Construction Bank International.
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. 137
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.
Underwriting Underwriting Support Claims and reinsurance Finance, administration and investments IT Other Total Amman 33 62 25 36 22 48 226 London 49 — 10 11 3 24 97 Dubai 8 1 — 2 — 2 13 Casablanca 1 — — 2 — 1 4 Labuan 4 — — 1 — 1 6 Malta 2 — — — 3 2 7 Bermuda 1 — — 1 — — 2 Total 98 63 35 53 28 78 355 We consider our relationship with our employees to be good and have not experienced interruptions to operations due to labor disagreements.
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.
He served as Chief Executive Officer and Chairman of Delwinds Insurance Acquisition Corp., a blank check company which went public in December 2020 and consummated its initial business combination with FOXO Technologies Inc. in September 2022. He joined the board of FOXO Technologies Inc. in September 2022 and serves on its audit, compensation and nominating committees. Mr.
Poole previously served as a non-executive Director of FOXO Technologies Inc. from the September 2022 closing of a business combination with Delwinds Insurance Acquisition Corp. (Delwinds), a blank check company which went public in December 2020 with $201.250 million held in trust, until November 2023. He was previously Chairman of the Board of Directors and Chief Executive Officer of Delwinds.
Jabsheh act in both of these roles increases the timeliness and effectiveness of our board’s deliberations, increases the board’s visibility into the Company’s day-to-day operations, and ensures the consistent implementation of our strategies.
In particular, having Wasef Jabsheh act as our Executive Chairman and Walid Jabsheh acting as President and Chief Executive Officer increases the effectiveness of our board’s deliberations and the Company’s day-to-day operations, and ensures the consistent implementation of our strategies.
Ms. Mwaura is the Executive Director of the Bermuda Public Accountability Board. In July 2022, she was also appointed non-executive director and a member of the audit committee of the board of directors of a London Stock Exchange listed entity, Gulf Keystone Petroleum Ltd. Ms.
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.
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 30 years of experience in the insurance and reinsurance industry, which has included senior, insurance-related positions at ratings agencies and with international banks.
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.
Prior to the consummation of the Business Combination, David Anthony and David King were elected as Class I Directors with terms that expired at our 2021 annual general meeting, Wanda Mwaura and Andrew Poole were elected as Class II Directors with terms expiring at our 2022 annual general meeting, and Wasef Jabsheh, Walid Jabsheh and Michael Gray were elected as Class III Directors with terms expiring at our 2023 annual general meeting.
Wanda Mwaura and Andrew Poole are Class II Directors with terms expiring at our 2025 annual general meeting. Wasef Jabsheh, Walid Jabsheh and Michael Gray are Class III Directors with terms expiring at our 2026 annual general meeting.
Anthony served as a Non-Executive director on the board of IGI Dubai from July 2018 through March 2020. Since June 2018, Mr. Anthony has been an independent insurance consultant. From March 1994 to June 2018, 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. 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.
The compensation committee will review director compensation and make recommendations to the board of directors regarding the form and amount of director compensation. Corporate Governance Practices We are a “foreign private issuer” under applicable U.S. federal securities laws.
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.
Removed
Anthony was a Director and Senior Analyst with S&P Global Ratings (formerly Standard & Poor’s), where he was an active 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 Citi Bank N.A.
Added
The Executive Chairman, President and Chief Executive Officer are entitled to the use of private aircraft in connection with their travel outside of Jordan.
Removed
At the 2021 annual general meeting, David Anthony and David King were re-elected as Class I Directors with terms expiring at our 2024 annual general meeting. At the 2022 annual general meeting, Wanda Mwaura and Andrew Poole were re-elected as Class II Directors with terms expiring at our 2025 annual general meeting.
Added
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.
Added
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.
Added
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.

Item 7. Management's Discussion & Analysis

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

30 edited+11 added−8 removed29 unchanged
Biggest changeOur 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. 143 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.
Biggest changeOur 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 Earnout Shares will vest and no longer be subject to acquisition by the Company for cancellation as follows: Holder Number of Earnout Shares Company Share Price Threshold* Wasef Jabsheh 600,000 11.50 400,000 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) 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.
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.
In addition, the indemnification agreements provide that the Company will advance, to the extent not prohibited by law, the expenses incurred by the indemnitee in connection with any proceeding, and such advancement will be made within 30 days after the receipt by the Company of a statement requesting such advances from time to time, whether prior to or after final disposition of any proceeding. 144 C.
In addition, the indemnification agreements provide that the Company will advance, to the extent not prohibited by law, the expenses incurred by the indemnitee in connection with any proceeding, and such advancement will be made within 30 days after the receipt by the Company of a statement requesting such advances from time to time, whether prior to or after final disposition of any proceeding.
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 Chief Executive Officer, President 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. 134 Employment Agreements We have entered into employment agreements with our Executive Chairman, President and Chief Executive Officer, and Chief Operating Officer.
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.
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.
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. 140 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”).
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.
Mr. Gray’s ownership does not include 100,000 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.
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.
Under the Registration Rights Agreement, we agreed to indemnify the Sellers and certain persons or entities related to the Sellers such as their officers, directors, employees, agents and representatives against any losses or damages resulting from any untrue statement or omission of a material fact in any registration statement or prospectus pursuant to which they sell Registrable Securities, unless such liability arose from their misstatement or omission, and the Sellers including Registrable Securities in any registration statement or prospectus agreed to indemnify the Company and certain persons or entities related to the Company such as its officers and directors and underwriters against all losses caused by their material misstatements or omissions in those documents. 142 Amended & Restated Bye-laws Nomination of Directors.
Under the Registration Rights Agreement, we agreed to indemnify the Sellers and certain persons or entities related to the Sellers such as their officers, directors, employees, agents and representatives against any losses or damages resulting from any untrue statement or omission of a material fact in any registration statement or prospectus pursuant to which they sell Registrable Securities, unless such liability arose from their misstatement or omission, and the Sellers including Registrable Securities in any registration statement or prospectus agreed to indemnify the Company and certain persons or entities related to the Company such as its officers and directors and underwriters against all losses caused by their material misstatements or omissions in those documents.
Major Shareholders The following table sets forth information regarding beneficial ownership of the Company’s common shares based on 46,714,834 common shares issued and outstanding as of January 30, 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 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.
Jabsheh’s ownership does not include 600,981 common shares beneficially owned by his brothers or 18,243,403 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 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 713,673 common shares beneficially owned by his brothers or 18,243,403 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.
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.
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.
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. 141 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.
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.
Gray has the right to vote and receive dividends and (3) 105,741 unvested common shares owned by his wife Linda Gray, for which shares he disclaims beneficial ownership, including 20,293 common shares that vest at $11.50 per share, 13,184 common shares that vest at $12.75 per share, 45,096 common shares that vest at $14.00 per share and 27,168 common shares that vest at $15.25 per share.
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.
Gray, including 263,499 common shares that vest at $11.50 per share, 122,032 common shares that vest at $12.75 per share, 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.
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.
(3) Walid Wasef Jabsheh’s ownership includes 82,455 common shares owned by his wife Zeina Salem Al Lozi, for which common shares he disclaims beneficial ownership, and 125,000 restricted shares, with respect to which he has voting rights, 31,666 of which have vested as of December 31, 2022. Mr.
(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.
We believe that, as of January 30, 2023, approximately 41.9% of our common shares are owned by 21 record holders in the United States of America. 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. Box 941428, Amman 11194, Jordan.
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.
(9) The business address of Ominvest is Madinat Al Erfaan, Muscat Hills, Block No 9993, Building No. 95, Seventh Floor, Sultanate of Oman. 139 (10) According to a Schedule 13G filed with the SEC on January 31, 2023, Royce & Associates, LP beneficially owned 3,390,532 common shares of the Company as of December 31, 2022.
(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.
(“Tiberius”) prior to the consummation of the business combination between the Company and Tiberius and is currently a director of the Company. (8) The 587,017 common shares beneficially owned by Mr.
(“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.
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 Chairman and Chief Executive Officer of the Company.
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.
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) 18,243,403 36.0 % Walid Wasef Jabsheh (3) 440,548 * Hatem Wasef Jabsheh (4) 327,856 * Pervez Rizvi (5) 50,000 * Andreas Loucaides (6) 50,000 * Michael T. Gray (7) 2,585,886 5.5 % Andrew J.
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.
(4) 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, and 90,000 restricted shares, with respect to which he has voting rights, 26,666 of which have vested as of December 31, 2022. Mr.
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.
Gray’s beneficial ownership of 2,585,886 common shares includes (1) 1,280,574 common shares owned by the Gray Insurance Company, of which Michael T. Gray is President, including 256,997 contingent unvested common shares that vest at $11.50, (2) 1,054,392 contingent unvested common shares owned by Mr.
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.
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.
(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.
Poole (8) 587,017 1.3 % David Anthony * * David King * * Wanda Mwaura * * All directors and executive officers as a group (ten individuals) 22,284,710 43.5 % Five Percent or Greater Shareholders Oman International Development & Investment Company SAOG (9) 6,942,692 14.9 % Royce & Associates, LP (10) 3,390,532 7.3 % Church Mutual Insurance Company (11) 3,300,000 7.1 % Weiss Multi-Strategy Advisers LLC (12) 3,241,571 6.9 % Argo Re Limited (13) 3,209,067 6.8 % * Less than 1% (1) Based on 46,714,834 common shares of the Company issued and outstanding as of January 30, 2023. 138 (2) Wasef Salim Jabsheh’s 18,243,403 common shares beneficially owned includes 14,243,403 common shares and 4,000,000 warrants to acquire common shares.
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.
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 2,747,997 common shares. (11) The business address of Church Mutual Insurance Company is 3000 Schuster Lane, Merrill, WI 54452.
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.
Poole include 270,644 contingent unvested common shares, including 185,196 common shares that vest at $11.50 per share, 13,184 common shares that vest at $12.75 per share, 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’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.
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.
As 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.
Jabsheh is currently the Chief Operating Officer of the Company and is the son of Wasef Jabsheh. (5) Includes 50,000 restricted shares, of which 15,000 have vested as of December 31, 2022. (6) Includes 50,000 restricted shares, of which 11,666 have vested as of December 31, 2022. (7) Michael T.
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.
Poole has the right to vote and receive dividends with respect to these contingent unvested common shares. Mr. Poole’s ownership also includes 230,000 common shares owned by his son Torin Perry Poole, including 78,807 contingent unvested common shares that vest at $11.50, for which common shares he disclaims beneficial ownership.
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.
Removed
Mr. Jabsheh’s 14,243,403 common shares beneficially owned include 600,000 contingent unvested common shares that vest at $11.50 per share, 400,000 contingent unvested common shares that vest at $12.75 per share and 131,148 contingent unvested common shares that vest at $15.25 per share. Mr. Jabsheh has the right to vote and receive dividends with respect to these contingent unvested common shares.
Added
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.
Removed
His shares also include 281,567 restricted shares for which he has the right to vote, 44,063 of which have vested as of December 31, 2022. Mr. Jabsheh’s 4,000,000 warrants entitle him to purchase 4,000,000 common shares at a price of $11.50 per share. Wasef Jabsheh’s ownership does not include 1,041,529 common shares beneficially owned by his adult children, as Mr.
Added
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.
Removed
Jabsheh is currently the President of the Company and is the son of Wasef Jabsheh.
Added
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.
Removed
(12) According to a Schedule 13G/A filed with the SEC on February 14, 2023, Weiss Multi-Strategy Advisers LLC held shared voting and dispositive power with George A. Weiss with regard to securities of the Company. Such securities are owned by advisory clients of Weiss Multi-Strategy Advisers LLC and George Weiss is the managing member of Weiss Multi-Strategy Advisers LLC.
Added
(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.
Removed
Weiss Multi-Strategy Advisers LLC and Mr. Weiss each disclaim beneficial ownership of the common shares, except to the extent of their pecuniary interest therein. The business address of each of Weiss Multi-Strategy Advisors LLC and Mr. Weiss is 320 Park Avenue, 20th Floor, New York, NY 10020.
Added
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
(13) According to a Schedule 13G/A filed with the SEC on February 13, 2023, Argo beneficially owned 2,709,067 common shares of the Company and 500,000 warrants. Argo’s 2,709,0672 shares beneficially owned include 39,200 contingent unvested common shares that vest at $12.75 per share.
Added
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
Argo Re Ltd. has the right to vote and receive dividends with respect to these contingent unvested common shares. Argo’s 500,000 warrants entitle Argo to purchase 500,000 common shares at a price of $11.50 per share. Argo Re Ltd. is a wholly owned subsidiary of Argo Group International Holdings, Ltd.
Added
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
The business address of Argo Group International Holdings, Ltd. is 110 Pitts Bay Road, Pembroke HM 08, Bermuda. The business address of Argo Re Ltd. is 90 Pitts Bay Road, Pembroke HM 08, Bermuda. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of the Company. B.
Added
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.
Added
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.
Added
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.
Added
C. Interests of Experts and Counsel Not applicable.

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