70
REPORTS & FINANCIAL STATEMENTS 2015 For the Year Ended 31 December 2015

FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

  • Upload
    others

  • View
    0

  • Download
    0

Embed Size (px)

Citation preview

Page 1: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

REPORTS &FINANCIALSTATEMENTS2015

For the Year Ended

31 December 2015

Page 2: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

ANNUAL REPORT 2015

INDEPENDENT ORDER OF ODD FELLOWSMANCHESTER UNITY FRIENDLY SOCIETY LIMITED

Registered under the Friendly Societies Act 1992

Register No. 223 F

REGISTERED OFFICE: Oddfellows House184-186 DeansgateManchesterM3 3WB

BOARD OF DIRECTORS:

CHAIRMAN: M A Winter, Grand Master

V P Ashcroft, Deputy Grand Master

C Tayler, Immediate Past Grand Master

S P Doulton Smith, PGM, Term Director

A R Cole, PGM, Term Director

C E Vaughan, PGM, Term Director

G J Lickess, PGM

A P Luckett, PPGM

W J Henchliff, PPGM

W S Connolly (External Non-Executive Director)

M R Jackson (External Non-Executive Director)

CHIEF EXECUTIVE ANDSECRETARY OF THE ORDER: C J Nelson, FCCA, FCMA DiploD

INSURANCE DIRECTOR: S J Code, MBA

APPROPRIATE ACTUARY: M Green, FIA, Chief Actuary Function, (Willis Towers Watson Limited)

WITH PROFITS ACTUARY: K Miller, FIA, (Willis Towers Watson Limited)

SOLICITOR: Hill Dickinson LLP

AUDITOR: Deloitte LLP

BANKER: Lloyds Banking Group PLC

The Oddfellows is the trading name of The Independent Order of Odd Fellows Manchester Unity Friendly Society Limited, Incorporated and registered in

England and Wales No. 223F. Registered Office Oddfellows House, 184-186 Deansgate, Manchester M3 3WB. Authorised by the Prudential Regulation Authority and regulated by the

Financial Conduct Authority and the Prudential Regulation Authority, registration No. 109995

Board of Directors and Advisors

Page 3: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

ANNUAL REPORT 2015

ContentsPage

1 Chief Executive’s Operational Report

3 Strategic Report

6 Board of Directors Report

30 Independent Auditor’s Report

34 Income and Expenditure Accounts

36 Statement of Other Comprehensive Income

37 Balance Sheet

39 Notes to the Reports and Financial Statements

Page 4: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

I 1ANNUAL REPORT 2015

Chief Executive’s Operational Report

OverviewIn line with previous years, 2015 continued to be yet another challenging year for the Society, both centrally and forall our Branches. As at 31 December 2015 base rates remained at their all time low of 0.5%, a situation that hasbeen in place since March 2009. Market activity and volatility experienced in 2015 is expected to continuethroughout 2016 and although the US Federal Reserve increased its interest rate in December 2015, there is nowno increase expected in the UK until 2017. This affects everyone, and means that achieving good rates of return oninvestments remains a challenge. For our Branches, the range of investment opportunities that are made availableto them through Unity Office gives them the opportunity to take advantage of the returns being achieved, which areappropriate to the nature of the assets backing those funds. By Unity Office and its Branches maintaining abalanced portfolio across the different asset classes of equities (UK and Global), Fixed Interest (Gilts and Bonds),Property (both direct holdings and through a Fund) and cash, we try to ensure that no Branch or Unity Officeinvestment is overly affected by movements in one asset class, nor indeed, one holding within an asset class.

On 30 April 2015, the Society saw its fourth Transfer of Engagements take place since 2007. The Druids SheffieldFriendly Society (DSFS) transferred into the Society and we warmly welcome their Members to the Oddfellows.Solvency II became a reality on 1 January 2016 with full implementation required and the new regulations regardingthe Senior Insurance Managers Regime (SIMR) also came into effect. The Society is well placed under theseregulations to go forward in what will be yet another challenging year.

Membership of the Society in overall terms rose in 2015 due wholly to the impact of DSFS, with total membershipas at 31 December being 326,362 of which 241,480 were CTF members. Of the 241,480 CTF Account holders, thetransfer of DSFS accounted for 51,527.

In terms of Branch membership though, the numbers continue to reduce through deaths and lapses, and although,in 2015 the overall number of members rose, this was due to the Society giving 12 months membership at areduced cost to the 3,542 DSFS Adult members. If those are excluded then Branch membership in 2015 fell by2,850. With the age of our membership profile it is inevitable that there will be some deaths each year. Recruitmentand, equally as importantly, retention, remain a key objective for the Society and all its Branches, as without that,the future is challenging in terms of Branch membership.

As a Society, we continue to use Social Media via Facebook and Twitter www.facebook.com/OddfellowsUKwww.twitter.com/oddfellowsuk as vehicles for telling both our membership and the general public about who weare and what we do. This is enhanced further as 31 of our Branches also have their own Facebook page whichthey use to interact with their members and show what is happening in their locality. Guidance and supportcontinues to be given to any Branch who wants to set up their own page and make the best use of what SocialMedia has to offer.

I have reported previously on the “Next Steps” project which is about our Branches proactively developing andgrowing. Neither the Society nor the Branches can afford to stand still and by the end of 2015, 57.3% of ourBranches were actively developing. It is critical that Branches develop in terms of membership, both recruitmentand retention, increasing name awareness, effective Social delivery which means attractiveness and accessibility ofevents and promotion of those to the general public, as well as strong delivery of Care and of course PR. As ourBranches are all different they will have different strengths and weaknesses depending on the resource available tothem. Development though is not about them developing on their own but in conjunction with support from UnityOffice via a dedicated Branch Development Officer. As well as those Branches that are able to develop there arethose that cannot, and as stressed last year “doing nothing is not an option” and therefore, during 2015 theBranches that are struggling in a number of areas were visited to see where their future lay. These visits willcontinue in 2016 and will ultimately hopefully strengthen the Society. With all the cuts in services taking place,whether that be health services, care services or local authority services, I firmly believe that as a Society, we arewell placed to deliver to our members and to prospective new members, services and products which will helpthem in these challenging times. This is our opportunity to make Oddfellows known to all and we should grasp thatopportunity with both hands.

Although the membership packages placed before our Annual Conference in 2015 were not approved, work on anew package has continued and it is hoped that the outline of what this could look like will be placed before the2016 Conference with a view to firm proposals being made in 2017. It is about making the Membership packageas attractive as possible to attract new members into the Society and part of this includes us continuing to reviewthe services and benefits that we offer our members and expansion of the range if it is felt to be of benefit to ourexisting or potential members.

Page 5: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

I 2ANNUAL REPORT 2015

Chief Executive’s Operational Report

As mentioned last year, given that we, as a Society, offer such a wide range of products and services, we need toensure our website is effective and 2015 saw more work in this area in developing the website which should becompleted in 2016 showing a refreshed and updated look for the fraternal products and services we offer, as wellas a rebrand of our Insurance products.

During 2015 the Society’s new Risk Management Framework was fully embedded and demonstrates how closelywe look at the risks our business faces, whether internal or external factors drive those risks. Our internal intranetwas further developed in 2015 as was the front end of our Membership database making the information we havemuch more accessible and informative. It is expected that parts of both of these will be rolled out to Branches in2016 to enable them to benefit from the information we now have. The Society produced its third ICA (IndividualCapital Assessment) in 2015 and also completed its second ORSA (Own Risk and Solvency Assessment) asrequired by the Regulators. Under the new regulations, from 2016 onwards, the Society will only have to producean ORSA.

SummaryI am fully expecting as many challenges in 2016 as we have experienced before. I am excited about seeing howthe Society will develop both from a fraternal perspective as well as an Insurance perspective. I will be working withour Branches to ensure that there is growth and continuity which in turn will strengthen the Society. This may,however, result in some changes in some areas which may well be necessary to make the Society stronger. Ibelieve the Society is well placed both fraternally and from a Long Term Business perspective to meet all thechallenges head on and drive the Society forward.

Finally, I would like to offer my thanks to the Branch Secretaries, Branch Committees of Management, all ourvolunteers, the Staff at our Offices in Manchester and Liverpool and all my colleagues on the Board for their hardwork, support and enthusiasm during the year.

C J NelsonChief Executive Officer23 March 2016

Page 6: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

ANNUAL REPORT 2015 I 3

This Report has been compiled in line with Section 414c (amended) from the Companies Act which the FRC hasindicated should be considered best practice.

Business objectives and activitiesThe Society’s aim is to improve the quality of life of its members by meeting their social and welfare needs througha mutual national Branch network.

In order to achieve this aim, the Society’s main objectives are:• To ensure that the Branch delivery of our core product is of a high standard throughout the UK.• To expand and rejuvenate the Branch Network, ensuring that there are sufficient Branches within the UK

meeting members’ expectations providing them with access to our core product.• To proactively seek incoming Transfers of Engagements from other Friendly Societies thus giving those

policyholders access to the range of supportive benefits we offer.• To focus recruitment of new members via local promotion of Branches and the services and facilities they

offer.• To ensure that the necessary schemes are in place to assist Branches to retain their membership.• To increase the number of active members within the Society via Social events and then encouragement to

involve them in more local participation.• To ensure that benefits and services remain attractive to both existing and prospective members, the

Society will monitor other schemes and benefits with affinity partners.• To investigate the Corporate Market with a view to opening up more geographical areas of the country.• To ensure the Society has in place effective Compliance, Risk and Management, and Governance

arrangements.• To ensure that payments are made to policyholders at the appropriate time and that free assets in the Long

Term Business (LTB) funds are distributed in a manner that is fair across policy types and over generations of policyholders.

Throughout 2015 the Society’s Board of Directors continued to demonstrate that it has in place the appropriatesystems and controls to comply with the needs and requirements of the FCA’s Treating Customers Fairly (TCF)regime. This continues to be evidenced by:

• The TCF Champion actively promotes and raises the profile of TCF throughout the Society and ensures that the implications for TCF are considered by the Society at all stages during times of reorganisations or strategic changes such as:• entry into new markets, mergers, acquisitions or disposals;• cost cutting, outsourcing or centralisation; and• major new systems.

• The Society has continued to utilise the systems for evidence based recording of the integration of TCF principles into the business culture and working practices.

• Appropriate Management Information (MI) is in place to test whether the Society is treating Customers fairly bydelivering the relevant TCF outcomes applicable to the Society.

• The MI indicates that the Society continues consistently to treat Customers fairly and maintains delivery of the required consumer outcomes. Processes are in place which monitor the MI, this enables the right people to take appropriate action as part of “business as usual.”

In addition, the Society also supports the provision of convalescent homes and housing associations and the lessadvantaged members of society by charitable donations to projects perceived to benefit society as a whole.

The Society uses a variety of measures to monitor its objectives and activities. In the main, a Balanced Scorecardapproach is used to review progress in the key areas and in addition, management monitor progress of theoperational areas of the Strategic Plan on a quarterly basis.

Principal risks and uncertaintiesThe Society has identified the following primary risk categories which reflect the internal and external risks in theoperation of its business:

• Failure to meet the required Solvency Capital Requirements (SCR);• Failure to achieve the LTB Strategic Business Plan;• Failure to achieve the Fraternal Strategic Business Plan;• Failure to achieve the Society's Investment Strategy; and• Failure to mitigate regulatory censure, financial penalties and/or increased regulatory scrutiny as a result of

non-compliance with legal and regulatory requirements;

Strategic Report

Page 7: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

I 4ANNUAL REPORT 2015

Strategic Report

Underpinning the primary risks are a number of secondary risks. Both the primary and secondary risks are coveredby the Society’s suite of Risk Policies within the overall Risk Management Framework.

Whilst these are the principal risks, the Board and Management have in place a number of key internal controls tomitigate the impact of these risks which are measured and reported to the Board and its Committees.

Each primary and secondary risk is allocated a Risk Owner, the body / individual that has designated oversightresponsibility to manage a particular risk(s) and who is accountable for:• ensuring that risk(s) remain within acceptable risk levels, that gaps are identified and that risk responses and

control activities are adequate and appropriate; and• ensuring the timely implementation of risk mitigation recommendations and/or action plans.

The Society operates a priority based risk monitoring and reporting procedure:

• ‘High’ rated risks will require immediate management attention and will be monitored and reported on a monthly basis or more frequently if required.

• ‘Medium and Low’ rated risks will be monitored on a quarterly basis or more frequently if required.• All identified risks will be monitored at least annually or more frequently if required.

Current activitiesBranch delivery of social and care, recruitment and retention remain critical to the survival of the Branch networkand engaging Branches in some level of development remained a key objective during 2015. By the end of theyear 87% of the Branch network were either actively working on development plans or had made some modestimprovements.

Committees of Management are being encouraged to take more active responsibility and involvement in theirBranch delivery of social, care, member involvement, communication, recruitment, retention and developing theskills and knowledge of their volunteers. Through a process of self-assessment, Committees identify their keychallenges and are devising SMART plans to address them which are then supported and monitored by theirallocated Branch Development Officer.

Part of the social development has included refreshed designs for Event Diaries as an outward facing promotionaltool. Throughout 2016 the overall look and feel of diaries will become more consistent with the most activelydeveloping Branches adopting the new design to be distributed to a wider audience in their local communities.

Building on this momentum has been the involvement of the Board of Directors visiting under-performing Branchesto address and resolve key issues. Additional support is provided for all these Branches and their progress, orotherwise, will be monitored throughout 2016. Additional visits will continue into 2016 and these are addingsignificant gravitas to the whole development process.

Events led advertising and ‘Member Get Member’ remain the two principal approaches to recruiting new NationalMembers. Building on the previous experiences and best outcomes from 2015, campaigns will be more proactiveand focussed for 2016 incorporating community publications, incentives and e-marketing.

To help improve the results of Branch based recruitment, a number of training initiatives were also deliveredthroughout the year at Weekend Schools, Group Conferences and bespoke training sessions in Branches. Theworkshops shared information and techniques which would improve Branch delivery of recruitment and retention.

Friendship Month was established post 2010 as a legacy of the Society’s bi-centennial celebrations and aims toimprove year-on-year on the following objectives:• Increase brand/name awareness;• Drive traffic to the website;• Build online/interactive communities through social media;• Recruit new members; and• Increase the quality and quantity of social activity to attract more people to events (both existing and potential

members).

In nearly all instances, Friendship Month 2015 saw considerable improvements on last year’s key measures ofsuccess. For example the number of Branches involved increased from 36 to 76, organising 132 events across theCountry. Traffic to the website, interaction on social media and press coverage also improved (press increasedfrom 61 articles to 107).

The website review during 2015 resulted in specialist companies being engaged to create a new website to deliverboth Fraternal and Long Term Business objectives during 2016. New and refreshed branding will also be part of theroll out during 2016 which will necessitate revised designs for all marketing materials.

Page 8: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

I 5ANNUAL REPORT 2015

Strategic Report

The management and objectives behind the use of social media has also been developed in 2015 so the Societycan adopt a more strategic approach using it to engage key stakeholders, promote products and services anddrive traffic to the new website. During 2016 assistance will be provided to create Branch Facebook and Twitteraccounts which are on-brand, active and engaging with members and their local communities.

The quarterly national newspaper and online publication Oddfellows Times was distributed during 2015 and acommitment has been made to continue this for another four editions through to Spring 2017. An online membersurvey and external focus group was conducted to assess the effectiveness of the publication as a recruitment andretention tool – several challenges were identified and these will be addressed over the course of 2016.

During the year several measures were introduced to increase the accountability of Oddfellows Brass concerts andmonitor the outcomes so that the band is more effectively used by Branches as a brand awareness andrecruitment tool.

Activities outside scope of powersThe Board of Directors considers neither the Society nor its Branches have carried out activities during the yearoutside the scope of their powers.

Financial review of the yearThe Accounts for 2015 have been prepared complying with FRS 102 and FRS 103 and as such, the figures for2014 have also been restated although the overall results are unchanged for 2014, the change is merely in terms ofdisclosures and presentation.

The financial outcome for the year is detailed in the Income and Expenditure Accounts shown on pages 34 and 35,with the Statement of Other Comprehensive Income on page 36, and the Assets and Liabilities as at 31 December2015 shown in the Balance Sheet on pages 37 and 38. The Technical Account for Long Term Business on page 34shows a transfer to the Fund for Future Appropriations of £5.205m compared to £824k in 2014. The Non TechnicalAccount shows the income and expenditure arising from the Society’s business objectives as outlined on page 35and produces an excess of income over expenditure of £171k (2014 : £96k).

The total investment return for the Non Technical Account amounted to £8.19m (2014 : £11.165m) of which £7.5m(2014 : £11.165m) was attributed to Branches in the various internally operated unitised funds (See Note 16).The Balance Sheet gross asset value has increased to £360.2m from £314.3m in 2015 which is an overall increaseof £45.9m (14.6%). On 30 April 2015, the Society accepted a Transfer of Engagements from the Druids SheffieldFriendly Society which at the time of transfer amounted to assets of £43.5m.

The year end of 2015 closed with the FTSE 100 valued 6,242, 4.9% down on the close of 2014. The early part of2016 has seen continued high levels of volatility in the market with the markets being down over 11% (5,537) attheir lowest point but then recovering in early March back to around the 6.100 level. The base rate remains at whatis now its 7 year low of 0.5% with little expectation of any increase before 2017. The Society continues to monitor itsinvestments on a regular basis in order to assess the impact on the Society of the markets. Expectations are thatthe previously experienced volatility will continue over the short to medium term.

Liquidity strategyThe current economic climate is showing some signs of improving but it will still be a long haul to more stabletimes. It is important therefore that we continue to monitor our investments including cash, and maintain ourbalanced portfolio approach to all our areas of business ensuring that no area is left exposed to changes in anymarket movements in any one asset class. This approach includes reviewing the spread of such assets, tomaximise long term investment returns whilst meeting forecast liquidity needs in the short term. The maturingprofile of our assets are matched with our liabilities, and in conjunction with the advice from the Society’s Actuarywe adapt our investment model according to the needs of our insurance book. For our non insurance activities weare diversified into a number of funds which enable us to spread risk.

Supervision of BranchesThe Board of Directors has overall responsibility for the supervision of all Branches in addition to the directresponsibilities of the Branch Committees of Management themselves. The central and local systems of reportingcontinue to identify areas that require improvements to systems and these are rectified within appropriate timescales.

The above Strategic Report was approved by the Board of Directors and signed on its behalf by:

C J NelsonChief Executive Officer23 March 2016

Page 9: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

I 6ANNUAL REPORT 2015

Board of Directors Report

The Directors present their Annual Report together with the Financial Statements for the year ended 31 December2015. In producing this Report, the Directors have considered the Annotated Corporate Governance Code (ACGC)and reference is duly made on those areas where the Directors feel that compliance is not appropriate for theSociety.

Member relationsThe Board of Directors communication strategy for the whole Society aims to fulfil the following objectives:1. To ensure that relevant information is given to all our *key stakeholders in a timely and appropriate manner.

This means our communications:a) are clear, fair and not misleading;b) use plain English;c) aim to keep members informed;d) provide sufficient information at the right time for key stakeholders to make informed decisions;

ande) fully utilise all available communication channels (eg email, fax, letter, telephone, website, member

magazines, social media).

2. To support open communication between the Society and its key stakeholders, a range of publications and information will be made available on a regular basis – these will include annual statements, circulars, newsletters and other documents on the intranet and website.

3. To continuously monitor our communications to ensure best practice and to undertake an annual review to getfeedback from members and policyholders. This will include distribution and analysis of customer surveys.

4. To review staff skills and experience on an annual basis to ensure adequate training is provided. This will mean the Society can continue to achieve its communications objectives.

Underpinning the Insurance Department’s ongoing communication strategy (as outlined above) are the FCA/PRA’scurrent rules and guidance (Principles **6, 7 and 8) also ***E.1 of the Annotated Corporate Governance Code –see notes below:

*Key stakeholders include Branch Officers, members, policyholders, Board of Directors, Standing Committeemembers, staff and FCA, PRA and other relevant regulatory bodies.

**Principles 6, 7 & 8: ‘A firm must pay due regard to the interests of its customers and treat them fairly’. ‘A firmmust pay due regard to the information needs of its customers, and communicate information to them in a waywhich is clear, fair and not misleading’. ‘A firm must manage conflicts of interest fairly, both between itself and itscustomers and between a customer and another client’.

***E.1 The Board as a whole should take responsibility for ensuring that a satisfactory dialogue takes place.

Complaints by MembersThe Society aims to deliver the highest standard of service to its members. However, we recognise that there maybe occasions where our members believe that our service has fallen below their expectations. In this event, theyhave recourse to our complaints procedure.

The Society’s philosophy is that the effective management of complaints is a key part of treating members fairlyand ensuring good member outcomes.

The following values have long been embedded in the Society’s culture and procedures:

• The provision of excellent standards of service to our members;• Treating our members fairly and ensuring that all complaints receive fair, consistent and prompt investigation

and resolution; and• Valuing member feedback with a commitment to review our working practices and procedures to deliver good

member outcomes.

Page 10: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

ANNUAL REPORT 2015

Board of Directors Report

I 7

The Compliance & Risk Function, the Audit, Risk & Compliance Committee, the Insurance Committee and theSociety’s TCF Champion regularly review the number and type of complaints received. The objective is to:

• ensure that complaints are properly dealt with and that appropriate corrective action has been taken to prevent complaints of the same or similar nature occurring again; and

• ensure that the Society’s members are treated fairly.

In the unlikely event that a complaint cannot be resolved to the member’s satisfaction, the member is made awareof the option to appeal to the Financial Ombudsman Service (FOS).

Over the last three years, the Society has received just 48 complaints. Following appropriate investigation four wereupheld and 34 were refuted. For four of the refuted complaints, the members decided to appeal to the FinancialOmbudsman Service. On all four occasions, the Ombudsman upheld the Society’s decision to refute thecomplaints. The remaining 10 complaints involved sales or advice provided by third party organisations and werereferred to those organisations for investigation.

Number of MembersThe Society had 326,362 members on 31 December 2015, of which 244,180 were Junior Members (241,480 beingChild Trust Fund Members and 149 Junior ISAs).

Total membership (including Policyholders)

Statement of Directors’ responsibilitiesThe Friendly Societies Act 1992 (“the Act”) requires the Directors to prepare Financial Statements for each financialyear which give a true and fair view of the state of affairs of the Society at the end of the year and of its income andexpenditure for that year. In preparing these Financial Statements the Directors are required to:

• select suitable accounting policies and then apply them consistently;• make judgements and estimates that are reasonable and prudent;• state whether applicable United Kingdom accounting standards have been followed, subject to any material

departures disclosed and explained in the Financial Statements; and• prepare the Financial Statements on the going concern basis unless it is inappropriate to assume that the

Society will continue in business.

The Directors are responsible for keeping proper accounting records which must show and explain thetransactions of the Society and disclose the financial position of the Society with reasonable accuracy at any time,and enable them to ensure that the Financial Statements comply with the Act and the regulations under it. They arealso responsible for the systems of internal control, for safeguarding the assets of the Society and hence takingreasonable steps for the prevention and the detection of fraud and other irregularities.

0 20,000 40,000 60,000 80,000

100,000 120,000 140,000 160,000 180,000 200,000 220,000 240,000 260,000 280,000 300,000 320,000 340,000

1995

1996

1997

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015

MEMBERSHIP DURING LAST 20 YEARS

ADULTS JUNIORS (Incl CTF's) TOTAL M/SHIP

Page 11: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

ANNUAL REPORT 2015

Board of Directors Report

The Directors are responsible for the maintenance and integrity of the corporate and financial information includedon the Society’s website. The Directors responsibility also extends to the ongoing integrity of the FinancialStatements contained therein. Legislation in the United Kingdom governing the preparation and dissemination offinancial statements may differ from legislation in other jurisdictions.

Going concernThe Board of Directors discussed the issue of the Society being a going concern for at least 12 months after thedate of signing the Accounts, and of its longer term viability, at the December 2015 Board meeting. The Boardconducted this review using a detailed budget for the forthcoming year (ie 2016), the Strategic Plan which covers aperiod of two years and the Society’s Own Risk and Solvency Assessment (ORSA) which has been prepared inaccordance with the requirements of the Solvency II directive. The ORSA document considers the Society’sprojected and stressed Balance Sheet (ie assuming that certain risks the Society faces may happen) and capitalrequirements. The future liquidity and cash flow requirements were also considered as well as actions that areavailable to management. The ORSA itself is prepared and approved on an annual basis, and more frequentlyshould any material changes in the Society’s risk exposures and/or business strategy occur. The 2016 Budget andStrategic Plan were also reviewed and approved by the Board of Directors at the December 2015 meeting.

The Directors have determined that the two year period to December 2017 is an appropriate period over which toprovide its viability statement. In making their assessment, this period was selected for the following reasons:

• The projected capital under the forward looking assessment of own risks, as prepared within the ORSA, is performed using a look forward period to December 2017;

• The strategy and associated principal risks underpinning the Society are monitored over a forward looking twoyear period; and

• The level of confidence within the judgments made as part of the forward looking two year assessment is inline with the Society’s risk tolerance and business objectives.

The Board also considered the Principal Risks and Uncertainties as described in the Reports and FinancialStatements. Based on the results of this analysis, the Board of Directors consider that the Society has adequateresources to continue in business and meet its liabilities as they fall due over the assessment period recognisingthat future assessments are subject to a level of uncertainty that increases with time and therefore outcomescannot be guaranteed or predicted with certainty.

Notwithstanding this, the Society has continued to adopt the going concern basis in preparing the FinancialStatements.

Corporate governance The Board is accountable to the Society’s members for the operation of the Society and good governance isfundamental to this responsibility. The principal role of the Board is to focus on the Society’s strategy. As thebusiness develops and changes, and as the challenges the Society faces change, the Board has to ensure thatthere are the necessary resources in place with the relevant competencies, skills and experiences. It is alsoessential that financial and Risk Management procedures and controls are robust and effective. In particular, theBoard’s role is to provide general direction to the Society and to safeguard the interests of its Members.

The Board’s approach to Corporate Governance is influenced by the following matters:

• That the Board is accountable to the Society’s Members for the conduct and performance of the business;

• That the interests of Members are at the heart of the Board’s decision making;

• That the interests of other parties, such as employees and the communities in which the Society operates, arealso taken into account;

• That the Society should be managed in a prudent and efficient manner with effective decision making and robust management of risks that the Society may face; and

• That the effectiveness of the Board is vital to the financial strength and future success of the Society.

I 8

Page 12: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

ANNUAL REPORT 2015

The Board is committed to complying with best practice in Corporate Governance and the Society complies withthe standards and disclosures required under the provisions of the Annotated Corporate Governance Code(ACGC). A number of changes were made to the ACGC which, where necessary, have been applied within theSociety during 2015. The key changes affecting the Society were in respect of the going concern basis ofaccounting and monitoring our Risk Management and internal control systems.

Under the principle of “comply or explain”, the Society is obliged to make explicit disclosure about the relativelysmall numbers of those parts of the ACGC where we are not compliant. These cover matters which are specific tothe Society’s circumstances or where it is considered that there is a justifiable reason for a departure from theACGC, particularly if it is believed that such departure is in the best interests of its members and that thegovernance of the Society is not compromised.

The Board considers that throughout the period under review, it has applied and complied with the substantialmajority of the relevant principles and provisions of the ACGC, the exceptions being as shown below:

Board of Directors Report

I 9

Code Provision Explanation

Did the Non-Executive Directors meet without the Chairman present during the year to appraise the Chairman’s performance?

Were all such meetings led by the Senior Independent Director?

On other such occasions as deemed appropriate, did the Non-Executive Directors, led by the Senior Independent Director, meet without the Chairman present?

The Society’s Chairman is normally appointed for one year, but the Senior Independent Director fed back to the Chairman the results of his evaluationby the rest of the Board.

Does the Chairman or an Independent Non-Executive Director chair the Nomination Committee?

Did an Independent Non-Executive Director rather than the Chairman chair all meetings of the Nomination Committee (or part of such a meeting) that were dealing with the appointment of a successor to the Chairmanship?

Proportionate to the size and complexity of the Society’s business, we do not have a Nomination Committee. The Society’s Governance Committee acts as a Nomination Committee in this regard. The Governance Committee elects a Chairman from its own number.

Does the Board have a policy on diversity, including gender, and measurable objectives for implementing the policy?

Does this section include a description of theBoard's policy on diversity, including gender, any measurable objectives that it has set for implementing the policy, and progress onachieving the objectives?

The Society does not operate a gender policy and has no plans to introduce one. Members of theBoard are elected on their knowledge, experience and skills irrespective of their gender. The Board is satisfied that the Society’s processes for appointments to the Board demonstrate that aformal gender policy is not required. This can be evidenced by the existing and historical make-up of the Board.

Page 13: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

ANNUAL REPORT 2015

Board of Directors Report

I 10

Code Provision Explanation

Did the Nomination Committee prepare a job specification for the appointment of a Chairman, including an assessment of the time commitmentexpected, recognising the need for availability inthe event of crises?

Were the Chairman’s other significant commitments disclosed to the Board before appointment and included in the annual report?

Are changes to such commitments reported to the Board as they arise and included in the next annual report?

The Society’s Rules and constitution define the Chairman’s role. In common with all Board appointments, the Chairman is subject to the Society’s approved persons regime, which includes the obligation to disclose any actual or potential conflicts of interests.

Has the evaluation of the Board been externally facilitated at least every three years?

Whilst a formal evaluation is undertaken annuallyof the performance of the Board, its Committees, and individual Directors, it is not felt appropriate or necessary to have this process externally facilitated, largely because the Society’s business and governance arrangements are not considered complex enough to warrant it. However this willbe kept under review.

The ACGC includes a number of references to the Remuneration Committee ensuring that a significant proportion of Executive Directors’ remuneration is structured to link rewards to corporate and individual performance and having elements of performance related remuneration in place.

There are no elements of performance relatedremuneration in place within the Society. Proportionate to the size and complexity of the Society’s business, the Board does not consider a performance related bonus scheme is necessary.

However, when considering Executive Directors remuneration, corporate and individual performance are taken into account during the formal appraisalof the Executive Directors which is undertaken onan annual basis by the Remuneration Committee, and salary recommendations are subsequentlymade to the Board.

The ACGC makes reference to the engagement of consultants to assist the Remuneration Committee and advising on the remuneration of Executive Directors.

In 2014, the Society decided to discontinueengaging the services of an external consultancyto advise on Executive Remuneration, having had such an arrangement in place for several years. This decision was taken for a number of reasons:

• The relatively simple nature of the Society’s Executive remuneration arrangements;

• The information provided by the consultancy to benchmark the remuneration of the Society’s Executive Directors is in the public domain; and

• The cost associated with engaging an external consultancy. However this will be kept under review.

Page 14: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

I 11ANNUAL REPORT 2015

Board of Directors Report

Code Provision Explanation

Is the Board satisfied that levels of remuneration for Non-Executive Directors reflect the time commitment and responsibilities of the role?

The Society’s Non-Executive Directors are not remunerated and they only receive subsistence allowances and reasonable expenses for attending officially convened meetings.

Does the Chairman maintain contact, in relation toremuneration, with any forums (such as member forums or panels and/or delegate systems) and/or members with significant membership rights thatmay be in place for facilitating member dialogue?

There are no such member forums in place withinthe Society. However, the Annual Meeting (AMC) receives a full report relating to Executive Directors’ remuneration.

Has there been responsibility delegated to the Remuneration Committee for setting remunerationfor all Executive Directors and the Chairman, including pension rights and any compensation payments?

The Remuneration Committee makes recommendations for all arrangements for remuneration to the Board for the ExecutiveDirectors. However the Society’s Non-Executive Directors, including the Chairman, are not remunerated, and they only receive subsistence allowances and reasonable expenses for attending officially convened meetings.

Does the Remuneration Committee recommendand monitor the level and structure of remuneration for senior management?

The responsibility for the remuneration of Senior Management rests with the Board who delegate this matter to the CEO.

Does the Board (or where permitted by the constitution of the Society, a Sub-Committee of the Board) determine the remuneration of the Non-Executive Directors within the limits set in the constitution?

The Society’s Non-Executive Directors, includingthe Chairman, are not remunerated, and they only receive subsistence allowances and reasonable expenses for attending officially convened meetings.

The ACGC contains a number of references to the use of proxy voting at an AGM.

The Society does not operate a proxy voting system. It has a deputy system of voting at its AMC.

Nominations for the Board of DirectorsThe Board of Directors nominate Executive Directors and external Non-Executive Directors and the Branchesnominate Member Non-Executive Directors (MNED’s).

The Governance Committee acts as the Nominations Committee in interviewing all new nominated MNED’s and iscomprised of a Term Director, an MNED, one External Non-Executive Director and the Company Secretary.

A resolution is put to members at each Annual General Meeting to appoint the whole Board. The Rules of theSociety specifically prohibit canvassing by individuals with a view to them being elected to the Board of Directors.The Curriculum Vitae (CV) of each member of the Board of Directors is printed on the following pages and also inthe Agenda Book for the Annual General Meeting (AGM) which is sent to each Deputy at least 20 working daysbefore the start of each AGM.

One of the provisions of the Annotated Corporate Governance Code (ACGC) refers to the Board making astatement about Director’s independence. In particular, the provisions of the ACGC require the Board to considerthe independence of Directors who have served on the Board for more than 9 years.

Page 15: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

ANNUAL REPORT 2015

Board of Directors Report

To conform to the principle of “comply or explain”, the Board believes it is appropriate to make reference to itsrationale in this regard for one of its Term Directors. The Board continues to have the highest regard for the abilitiesof the individual concerned in discharging her duties as a member of the Board and, of course, from a regulatoryperspective is pleased to confirm her on-going fitness and propriety, as indeed it does for all other Directors.Notwithstanding the length of service that the Director concerned has had as a member of the Board, it isconsidered that the value she adds to the Society and its members from the wide experience gained of both theSociety and the markets in which it operates far outweighs any concerns about the length of such tenure affectingher independence.

Your Board of Directors

Maggi WinterChairman (Age 71)

Maggi has been a member since 1950 and has been an active Oddfellow since the age of 13when the local Juvenile Ritual Lodge was opened. She has completed a third term as Prov GMhaving served more than 30 years on the District Committee of Management, 10 of which as aTrustee. She is a Past President of the East Anglian Group Conference and served as AssistantSecretary for several years.

Maggi served on the Unity Benevolence Committee for 6 years and also the InvestigationCommittee for a similar length of time and was an Arbitrator for two terms. She has also

represented the Society at the NCFS and the AFS before being elected to the Board.

In private life, she attended a Private Grammar School prior to attending The Norwich School of Art which she leftable to teach had she wanted to. Instead she chose to run her own business in Bespoke Bridal and Evening Wearfor over 40 years. She also turned her husband's "hobby" of diecast models into a business saying "if you can'tbeat them join them". During this time, she served on the Committees of both The Guild of Professional WeddingServices (as Treasurer and Vice Chairman) and the Federation of Small Businesses and she was a member of theChamber of Commerce. She is still a member of the Federation of Small Businesses but the time restraints ofbeing on the Board has meant retirement from the area Committee. She was appointed Treasurer of the NorwichBranch of the National Osteoporosis Society in September 2014 having been a member for several years.

Valerie Ashcroft, BA Hons, Cert EdDeputy Chairman (Age 68)

Valerie was enrolled into the Society by her father in 1947. When he died in 1954 she became arecipient of the Orphan Gift Fund. She began her activity in the Society in the 1970’s, serving inall the Lodge Officer positions on more than one occasion and as Lodge Trustee. She hasserved as Prov GM on three occasions and has been District Lodge Trustee for 20 years.

Valerie served on the Benevolence Committee for four years with one year as Chairman beforebeing elected to the Board in 2012. She also served on the Southern Group ConferenceExecutive for three years.

In her professional life she was a schoolteacher and latterly a lecturer in Mathematics at a College of FurtherEducation. She has been a fully accredited Methodist Local Preacher for 42 years and has held the position ofProperty Secretary in her Church for three years, up to May 2012.

Clive Tayler, FFA, FFTA, FIPFM, FIAB, MCMIImmediate Past Chairman (Age 70)

Clive was enrolled into to the Society by his grandfather as a Junior Member and following atransfer to the adult Lodge, has held all the Lodge Officer positions on more than one occasionand is currently a Lodge and District Trustee, having been District Chairman in 1996. He is alsoan active member of his District's Lodge of Past Grands having been Worthy Master and holdsthe CAMU qualification.

He has been awarded both Lodge and District Merit Jewels and was a member of the SouthernGroup Conference Executive Committee for ten years, becoming President in 2008/2009.

I 12

Page 16: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

ANNUAL REPORT 2015 I 13

Prior to joining the Board in 2010, he spent a year on the Investigation Committee. He has had his ownaccountancy practice for over 39 years, and has, and still holds, Non-Executive Directorships in variousCompanies. He is also Company Secretary to several of his client Companies and is a Trustee of an angling clubfor the disabled, a position he has held for over 20 years.

He is a member of the Institute of Directors and has been a member of Mensa for many years.

Jane Nelson, FCCA FCMA, Dip IoDChief Executive Officer/Secretary of the Order/Executive Director (Age 50)

Jane joined the Society in 1995 as Financial Controller and joined the Board of Directors in May2000 after being appointed as Secretary of the Order. In October 2007 she became theSociety’s Finance Director. She was appointed as Chief Executive Officer on 16 July 2012 afterbeing appointed as Acting CEO in March 2012.

Qualifying as an Accountant in 1991, she is a Fellow of both the Association of CharteredCertified Accountants as well as the Chartered Institute of Management Accountants. Prior tojoining the Society, Jane worked in a variety of Finance roles in the industrial sector thus gaining

a wide range of experiences. She has been a member of the Institute of Directors (IoD) for six years and during2011, studied for and took the exams for the Certificate level and Diploma level of the Chartered Directorexaminations, both of which she passed with distinction.

In 2011, she was also awarded the IoD’s Institute prize for outstanding performance in the diploma examinationsafter achieving the highest examination score in the UK.

She was appointed to the Association of Financial Mutuals (AFM) Board in July 2013, the AFM being the tradebody that represents Friendly Societies and Mutual Insurers.

She has been involved with the Manchester Unity Housing Association and the MU Pension Scheme since 1995and has served as Company Secretary to both these organisations since 1998. She served on the Board and asTreasurer of the Manchester Unity Credit Union from 2000 – 2008 relinquishing the post of Treasurer in September2012. Within the Society, Jane is an active member of the Stockport Combermere District Lodge serving asProvincial Grand Master (Prov GM) in 2003 and again in 2010, and has served as Trustee of the District sinceNovember 2003.

Sue Doulton SmithTerm Director (Age 67)

Sue entered local government employment after ‘A’ levels and took the ONC in PublicAdministration working in the Welfare Department which subsequently became Social Services.She was a Cub Scout Leader, a member of the District Service Team and Education Secretaryon the local Nalgo Branch as well as serving on the District Education Committee.

Having joined the Bedford Lodge in 1962, Sue became involved in the Lodge and District fromthe mid 60’s and has served on Lodge and District Management Committees, been Chairmanof both Lodge and District as well as the Minor Degree Lodge and Provincial Lodge of Past

Grands. She was Bedford Lodge Secretary for 33 years and is now a Lodge Trustee and a member of the DistrictCommittee of Management. District Meeting, Group Conference and AMC Deputy, she also served on the GroupConference Executive for nine years and was President for one year and Secretary for one year. Elected to theBenevolence Committee for four years, followed by four years on the Investigation Committee, she was Chairmanof the latter for one year. Elected to the Board of Directors in 1991, she was Grand Master in 1997/8 and has beena Unity Trustee/Term Director for 18 years.

Sue is married with one grown up married daughter and enjoys watching sport, seeing friends, reading and localhistory.

Board of Directors Report

Page 17: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

I 14ANNUAL REPORT 2015

Board of Directors Report

Alan Cole, BSc HonsTerm Director (Age 75)

Alan joined the Board as a MNED in 2007, served as Grand Master 2010/11 and was electedas a Trustee in 2012. He is a second generation member, having been enrolled at birth. He firstbecame active when a Juvenile Lodge was formed in 1952, transferring to the Adult Lodge atage 16. He learned the Unity book-keeping system from his parents and subsequently studiedand passed the Unity CAMU examination whilst at Southampton University. When he returnedhome he resumed his activities in the District, becoming a Provincial Grand Master in 1969. Hehas served virtually every position within his own and neighbouring Lodges and has served inSecretarial posts for over 20 years, culminating in the post of District Secretary until his District

became a District Lodge in 2013.

In his professional life he was an electronic design engineer and served for most of his 46 years of employment inthe marine application field, where he encountered stringent regulations covering safety and reliability with thevarious classification bodies, a situation that he finds very similar now in his work on the Board. Now retired, hestill runs a small property investment company with his two daughters.

In his younger years, he was an active sportsman, representing both his School and University at football afterwhich he continued with a local Oddfellows team. He now spends time watching his grandsons play the gameinstead.

Charles VaughanTerm Director (Age 68)

Charles was elected to the Board of Directors at the 2008 AMC. After joining the Society in 1971he became Secretary of the Duke of Norfolk Lodge in the Wigan and Standish District. In 1988he became Financial Secretary of the Heritage District Lodge, the newly created FinancialLodge. In 2000 he was appointed Provincial Corresponding Secretary (Prov CS) of the EastLancashire District Lodge and in 2005 became Prov CS of the newly created South EastLancashire District Lodge after the merger of the Wigan and Standish District and the EastLancashire District. In 1999 he became President of the Lancashire & Associate Districts GroupConference.

Charles retired from HJ Heinz after 34 years’ service as a Production Planner after his election to the Society’sBoard and served on the Audit, Risk and Compliance Committee in his first year. The following two years he wasappointed to serve on the Insurance Committee and also the Management Committee of the Manchester UnityHousing Association, a position he still holds. In 2010 Charles was appointed Deputy Grand Master and thenserved two terms as Grand Master of the Order. At the 2014 Annual Conference, he was appointed a Term Directorand is currently Chairman of the Commercial Board and serves on the Insurance Committee.

George Lickess, B Tech (Hons)MNED (Age 67)

George joined the Board in 2009. He has extensive knowledge and experience of the Society'sstructure and operation. Since joining the Society in 1975 he has served in the highest positionsin Lodge, District, and Group Conference. He is currently a Lodge Trustee, a position which hehas served 16 years, and was a District Trustee for 22 years.

George served two years as Unity Special Arbitrator, then 2 years on the BenevolenceCommittee. He has also served as a Director on the Fraternal Board, Audit, Risk andCompliance Committee, Governance Committee and the Membership Working Group.

Outside of the Society he worked, until 2009, as a Textile Technologist, with the last 26 years for Burberry Ltd. Thework in a fast moving and changing environment required an investigating mind, application of knowledge, andpositive decision making. Also relevant is his 13 years serving as Hon Treasurer with the Yorkshire Section of theTextile Institute (the Industry's Professional Body). He is now self-employed as a PAT (Portable Appliance Testing)tester to fit in with his Board duties.

Page 18: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

ANNUAL REPORT 2015 I 15

Tony Luckett MNED (Age 55)

Tony joined the Society in 1994, after a recommendation from an active Lodge friend. He tookan active part from the beginning, joining his wife and two children during the next five months.Nieces and nephews along with grandchildren have also been made members of the Society.He became interested in all aspects of his local Branch, he has served all Lodge positions, tookthe Purple Degree in 1999 and has served as Prov GM three times. He has been a DistrictTrustee for 18 years and was awarded the District Merit Jewel in 2008.

He has also served on the Midland Group Conference Executive for two years 2007 and 2008and then served the Offices of Vice President in 2009, President in 2010 and Past President in

2011. During this time he was elected to serve on the Special Arbitrators and the following year the BenevolenceCommittee to which he served four years, two of those years being Vice Chairman. Tony was elected to the Boardin May 2012.

Tony is self-employed and has been for over 32 years, and runs his own small building company. He is a Memberof the Federation of Master Builders (FMB), Trust Mark and Build Assured (Warranty Builder). He is sitting as thelocal Branch Chairman of the FMB for the third time, served from 2010 to 2014 as the Chairman of the MidlandRegional Council for the FMB, served as the Midlands Regional Vice President 2010-2014. In April 2014 theMidland Regional Council along with other restructuring, changed its name to Central Area Board and Tony wasunanimously elected as its first President in April 2014 and was subsequently re-elected in June 2015 for a secondterm.

Tony is also a serving Director (elected 2004) of the Manchester Unity Credit Union Ltd, and is currently serving hisfifth year, as President.

Tony also enjoys a game of darts and dominoes, playing in local pub teams for nearly 40 years in Coventry andsurrounding towns and villages.

Bill HenchliffMNED (Age 66)

Bill joined the Society in 1989, serving his Lodge in all positions and is currently serving asImmediate Past Noble Grand this year (2016). He took the Purple Degree in 2000 and hasserved on the Derby District Committee of Management, becoming Prov GM in 2003 and as aDistrict Trustee for 17 years. Bill was an AMC Deputy for 14 years before election to the Boardand has been awarded both Lodge and District Merit Jewels.

He was Midland Group Conference Secretary for 6 years, served on the Executive Committeefor 5 years and was elected President in 2008.

Bill has attended the Pride of Leicestershire Lodge of Past Provincial Grand Masters for 11 years and is ImmediatePast Worthy Master this year (2016).

He has served on the Unity Special Arbitrators for 3 years, on the Investigation Committee for 1 year and been aDirector for 2 years.

Prior to retirement, Bill worked in the Printing Industry for 48 years.

Stephen Code, MBAInsurance Director / Executive Director (Age 55)

Steve joined the Board of Directors of the Society in March 2011 as Insurance Director havingpreviously been Chief Executive and Secretary of the Schoolteachers Friendly Society. He hasworked in the financial services industry and the Friendly Societies Movement for over 38 years,half of which have been spent in various senior management positions.

He has worked both in the UK and Ireland and his management experience stretches acrossgeneral management, strategic change, operations, programme management, sales andmarketing. Steve achieved a Masters in Business Administration in 1998.

Steve is a member of the Committee of Management of the Mersey District Lodge.

Board of Directors Report

Page 19: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

I 16ANNUAL REPORT 2015

Board of Directors Report

Bill Connolly, ACIIExternal Non-Executive Director (Age 60)

Bill joined the Board in May, 2007 as an external Non-Executive Director. He is the currentChairman of the Governance and the Remuneration Committees and serves on the InsuranceCommittee. Bill spent all of his working life at Royal Liver Assurance. He was appointedAssistant Secretary in 1999 and was invited to join the Society's Executive Team at that time.

In 2003 he was appointed as Group Secretary and he also occupied the post of Secretary to allof Royal Liver's Subsidiary Companies and the Pension Trustee Companies. Bill became RoyalLiver's Chief Executive in January 2010 until he retired on 30 September 2011 following Royal

Liver's transfer of engagements to Royal London.

Bill is a former President of the Insurance Institute of Liverpool and is a member of its Management Council. Hehas also been involved at a senior level in the Association of Friendly Societies, the Association of Mutual Insurersand the Association of Financial Mutuals.

Martin R Jackson, BA Econ (Hons)External Non-Executive Director (Age 59)

Martin has a Marketing Commercial and Operations background in industries as diverse asBrewing, Retail, Media, Sports and Finance both in the UK and Internationally.

He has held senior Operational, Sales, Marketing and Board positions with organisations thatinclude Diageo, Allied Domecq, ITV, EMAP, Talksport (UTV), BUNAC, Wales LacrosseAssociation, and the UK Cheerleading Association.

Currently running his own Sales and Marketing Consultancy (MRJ Media) he also holds NEDand ‘Professional Advisor’ positions with UKCA Ltd, The English Lacrosse Association and the Welsh LacrosseAssociation as well as being a Member of the Institute of Directors.

He gained a BA (Hons) in Economics at Manchester University, a MA in Business Studies at ManchesterMetropolitan University and holds a qualification in International Marketing with the Institute of Marketing.

A former International Lacrosse player (having represented both England and Wales) he is a qualified top-levelCoach and is currently contracted to Chester University as well as the Welsh National Mens squad for theforthcoming European Championships to be held in Budapest, Hungary in July 2016.

Board of DirectorsDuring the year to 31 December 2015, seven Board meetings were held. The Board at 31 December 2015consisted of two Executive Directors, nine Member Elected Non-Executive Directors (MNED) and two External Non-Executive Directors. The size and composition of the Board is kept under review to ensure that there are sufficientskills and experience represented on the Board for the direction of the Society’s activities. The Board is of theopinion that its composition is appropriate to the business.

The members of the Board of Directors during the financial year and to the date of this report were:

Non-Executive (MNED) ExecutiveMaggi Winter (Chairman) Jane Nelson Valerie Ashcroft Steve CodeClive Tayler Sue Doulton Smith Alan ColeCharles VaughanGeorge LickessTony LuckettBill Henchliff

External Non-ExecutiveBill Connolly Martin Jackson

Page 20: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

ANNUAL REPORT 2015 I 17

Board AttendanceAttendance at 2015 Board Meetings and Committees:

* Newly appointed Director to the Board and/or Committee¤ Retired from Board or Committee May 2015© Attended as Chairman of the Audit, Risk and Compliance Committee+ The Grand Master and Chief Executive Officer are ex-officio on all Committees and meetings attended have been included in the numbers

The Board has a number of Sub Committees and Working Groups that are formed to deal with specialist areas inmore detail than would be possible at a Board meeting. Each Committee operates with defined Standing Orders andTerms of Reference. All Standing Orders and Terms of Reference are reviewed annually by the Board.

All members of the Board are encouraged to attend meetings of other Boards and/or Sub Committees to which theyare not a member.

IndependenceThe Society defines that a Non-Executive Director is independent provided that the individual:• has not been on the Board of Directors for more than nine years; and/or• is not a member of the Society’s Occupational Pension Scheme.

As at 31 December 2015 there were ten Directors including the Chairman classed as independent.

One MNED has served longer than nine years and remains on the Board of Directors because of the skill andexperience the individual offers to the Board. The Board considers that the MNED concerned is independent inexperience, character and judgement.

MNED Alan Cole was appointed the Senior Independent Director for the calendar year 2015. He has been available tomembers for unresolved concerns during the year.

Determining whether or not there are relationships or circumstances that are likely to affect a Director’s judgement orindependence is delegated to the Secretary of the Order and Company Secretary, who review the contents of theRelated Party Transactions declarations as required by the FRS 102 Section 33, and Annual Fit & Proper MonitoringForm completed by each Director. In addition, Directors are required to declare any interests they may have whendiscussions take place.

Induction Training and Evaluation of DirectorsThe Regulators are taking a more stringent approach to the assessment of applicants for Approved Persons,particularly relating to the applicants core competencies and capabilities in the following areas:

• Market Knowledge;• Business Strategy and Model;• Risk Management and Controls;• Governance, Oversight and Controls; and• Regulatory Framework and Requirements.

A skills and knowledge gap analysis for new Approved Persons is covered as part of the induction for new Board andSub Committee members, in accordance with the Society’s Training & Development Scheme.

Board of Directors Report

Main Board Commercial

Board Fraternal Board Audit, Risk and

Compliance Committee

Governance Committee

Insurance Committee

Remuneration Committee

M

eetin

gs

Hel

d

Mee

tings

A

ttend

ed

Mee

tings

H

eld

Mee

tings

A

ttend

ed

Mee

tings

H

eld

Mee

tings

A

ttend

ed

Mee

tings

H

eld

Mee

tings

A

ttend

ed

Mee

tings

H

eld

Mee

tings

A

ttend

ed

Mee

tings

H

eld

Mee

tings

A

ttend

ed

Mee

tings

H

eld

Mee

tings

A

ttend

ed

Maggi Winter 7 7 5 2 ¤ 4 1¤ Valerie Ashcroft 7 7 5 5 4 4 8 1 Clive Tayler 7 7 7 1 5 4* 4 1* 8 1 2 2* Jane Nelson 7 7 7 7 5 5 4 3# 4 1 8 8 Sue Doulton Smith 7 7 7 7 4 4 8 8 Alan Cole 7 7 7 7 4 4 8 2© 2 2 Charles Vaughan 7 7 7 7 8 8 George Lickess 7 7 7 1 5 5 8 1 2 ¤ Tony Luckett 7 7 5 5 4 4 Bill Henchliff 7 7 5 5 4 4 Steve Code 7 7 4 1 4 1 8 8 Bill Connolly 7 7 5 1 4 4 8 7^ 2 2 Martin Jackson 7 6# 8 2 Sickness # Business ^Funeral

Page 21: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

I 18ANNUAL REPORT 2015

Board of Directors Report

In accordance with the Society’s Training and Development Scheme for the Board, each member of the Board andsub committees were evaluated by their peers on an individual basis before the end of 2015. During 2015, eachmember of the Board has undertaken continuing professional development appropriate for themselves. Fullrecords are kept of the progress of the individual's training which is updated as appropriate. This therefore enablesthe Society to ensure that the Directors continually update their skills and knowledge required for them to fulfil theirroles both on the Board and on Sub Committees.

Election to the Board is followed by a formalised tailored induction process on the Society's business andregulatory environment. All Directors are required to update their skills and knowledge through meetings with theExecutive of the Society, its Senior Management and relevant external courses, all of which is fully documented inthe Training and Development plan. Any individual training requirements resulting from the evaluation process aredocumented and the necessary arrangements made.

During their time as a Director each individual is assessed annually by all Directors by way of “Peer Evaluation”which highlights strengths and areas for development which can be appropriately addressed. In the monthspreceding Chairmanship each Deputy Grand Master (Deputy Chairman) attends a Chairmanship course at theInstitute of Directors to hone the skills they have developed during their time on the Board and prepare them fortheir year as Chairman of the Board.

The Training and Development Scheme ensures that the training, development and knowledge standards areappropriate not only to demonstrate a level equal to the regulatory requirements and obligations, but alsoappropriate and suitable to meet the needs of Directors and the Society. A key element of the Training andDevelopment Scheme is the requirement for all Directors to undertake the following e-learning modules on at leasta biennial basis.

• Senior Management Arrangements• Approved Persons• TCF & Complaints Handling• Money Laundering and Fighting Financial Crime

The evaluations of the members of the Board of Directors included team evaluations as well as the individualevaluation by peers. The team evaluation process included the Main Board, Commercial Board, Fraternal Board,Audit, Risk and Compliance Committee and Insurance Committee, whilst the individual assessments weredesigned to ensure that each member was evaluated across all their duties and responsibilities as a Director ofthe Society. The results of the evaluations are taken into account when assessing the overall balance,effectiveness, appropriateness and competence of the Board.

The Chairman meets each member of the Board after each evaluation to discuss the development needs of eachindividual. The evaluation of the Chairman is carried out by the Senior Independent Director. Given that theChairman of the Board is elected for a one year term only, it is not thought necessary for the Directors to meetannually without the Chairman being present in order to evaluate the Chairman’s performance. There were nooccasions during 2015 where the Directors met without the presence of the Chairman.

Sub Boards, committees and working groupsSub Boards, committees and working groups are appointed where necessary with specific delegatedresponsibilities including, in the case of Sub Boards, the ability to pass resolutions of a non policy nature. TheChief Executive is a member of the Commercial Board, Fraternal Board, Insurance Committee and MembershipWorking Group and by virtue of her office is ex-officio on all other Committees. The Chairman is by virtue of hisoffice ex officio on all Committees. Those Committees appointed in 2015 were:

Audit, Risk and Alan Cole (Chairman)Compliance Committee: Clive Tayler

Tony LuckettBill HenchliffTony O’Leary External Skilled Person Martin Berry External Skilled PersonJohn Farmer External Skilled Person Gary Morley Compliance & Risk Officer

5 2 4 1¤ V 5 5 4 4 8 1 C 8 1 2 2* J S 4 4 8 8 A 4 4 8 2© 2 2 C 8 8 G 8 1 2 ¤ T 5 5 4 4 B 5 5 4 4 S 4 1 4 1 8 8 B 5 1 4 4 8 7^ 2 2 M 8 2 # Business ^Funeral

All Standing Orders and Terms of Reference are reviewed annually by the Board.

• Fraud & Bribery

• Data Protection Act• Information Security• Health and Safety

Page 22: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

ANNUAL REPORT 2015 I 19

Composition of the ARCCThe members of the Audit, Risk and Compliance Committee (ARCC) as at 31 December 2015 are as stated above.

The ARCC is appointed annually by the Board of Directors and consists of at least three persons who are eitherNon-Executive Directors who are members of the Society, or persons with relevant financial and audit experience.To these are added external skilled persons to create a skills balance and the Compliance & Risk Officer is alsoadded to the Committee to support the increased diversity of the functions of this Committee.

As a consequence of the Senior Insurance Managers Regime (SIMR) and the increased Regulatory focus onApproved Persons fitness and propriety, particularly individuals holding Chair roles, the ARCC made the decision toannually appoint a Vice Chairman in addition to the Chairman in order to have a controlled progression of anindividual trained with the requisite skills and competencies to succeed the Chairman. The first Vice Chairman willbe appointed in June 2016.

In the absence of the Chairman at a quorate meeting, the members present would appoint one of their numbers tochair the meeting. No person may serve on the ARCC for more than nine years. Only members of the Committeehave the right to attend meetings. However, other individuals (e.g. Chairman of the Board of Directors, ChiefExecutive, Departmental Managers, Branch Internal Auditor etc) are invited to attend all or part of any meeting asand when appropriate. Representatives of the External Auditor and Internal Auditor will be invited to attendmeetings on a regular basis.

MeetingsThe ARCC meets quarterly and otherwise as required.

The ARCC receives written and/or verbal reports from the following:• CEO;• Branch Internal Auditor;• Compliance & Risk Officer;• Other Senior Management;• Society’s Internal and External Auditors; and• Society’s Actuaries.

The Unity Office External Audit service is provided by Deloitte LLP. They were appointed as external auditor for theyear ended 31 December 2010 following a competitive tender process and have been re-appointed annually by theAMC.

The Internal Audit service for Unity Office (both in Manchester and Liverpool) is provided by Moore and SmalleyLLP, who undertake an annual risk based audit programme of Unity Office processes and procedures. They are re-appointed annually by the Board of Directors and their position is subject to a periodic review around every fiveyears to ensure their continued ‘independence’. This service is responsible for reviewing the Society’s internalsystems and controls and reports the outcome to each meeting of the Committee. The ARCC continually monitorsthe planning and progress of this work.

A Branch Internal Auditor is employed to undertake the internal audit work at Branches. The outcome of theseaudits for financial administration and compliance is reported at all meetings of the Committee. Branch InternalAudits are a rolling function causing regular visits to every financial Branch with the regularity adjusted by the sizeand financial worth of each Branch.

Four meetings of the ARCC were held during the reported year. Representations from the Internal Auditors weremade at each meeting and representatives of the External Auditor attended as required and the Branch InternalAuditor attended the relevant parts of each meeting, all by invitation.

Responsibilities of the ARCCThe ARCC has responsibilities in the following areas:• Risk Management and internal Controls and Procedures, including oversight and approval of the Society’s

processes with regards to the production of the Own Risk Solvency Assessment (ORSA)• Compliance & Prevention of Financial Crime;• Financial Reporting;• Internal Audit;• External Audit;• Whistle blowing; and• Solvency II progression and oversight of the necessary reports and procedures.

Board of Directors Report

Page 23: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

I 20ANNUAL REPORT 2015

Board of Directors Report

The overall role of the ARCC is to protect the interests of the Members as regards the appropriate management ofrisk, the integrity of the published financial information and the effectiveness of the audit.

Due to the diverse nature of the Society, being effectively two separate entities of the LTB and Fraternal business,the Committee has to address the Compliance function in each of these parts from a different perspective, one inresponding to our Regulator’s requirements and the other in acting as the Regulators for the Branches within theSociety’s network.

Risk Management Framework (RMF) and internal controlThe Society’s RMF is designed to create, protect, and enhance stakeholder value and the Society's viability bymanaging the principal uncertainties that could prejudice it achieving its objectives.

In having a RMF the Society strives to achieve the following objectives:

• Oversight: All critical risks have been identified and are being managed and monitored under a holistic approach consistent with the Board’s approved Risk Appetite Statements.

• Ownership and Responsibility: The ownership of risk is assigned to risk owners who are responsible for identifying, evaluating and reporting risk exposures.

• Assurance: The Board and members have reasonable assurance that risk is being appropriately managed within the defined levels of risk appetite to bring value to the Society.

The RMF includes the strategies, risk appetite statements, policies, tools, processes and reporting proceduresnecessary to identify, measure, manage, monitor and report on the risks to which the Society is, or could be,exposed.

The RMF operates around the ‘three lines of defence model’ for overseeing its internal control frameworks:

First line of defence: this encompasses the controls the Society has in place to deal with the day-to-daybusiness. The controls are embedded within the Society’s business departments’ systems and processes tohighlight control breakdown, inadequacy of process and unexpected events, and appropriately mitigate risk.

Second line of defence: this encompasses the Society’s Sub Committees and key functions that are in place toprovide an oversight of the effective operation of the internal control framework. The Society’s Sub Committeesreview the management of risk in relation to the particular risk appetite of the business, as determined by theBoard.

Third line of defence: this encompasses the independent assurance and challenge provided by the Society’sARCC and internal and external audit functions, which undertake a programme of risk based audits covering allaspects of both first and second lines of defence, and External Auditors who provide independent challenge of theinternal control framework in respect of financial reporting.

This model is widely accepted as best practice and has support from the Regulators.

Taking into account the scale and complexity of the Society’s operations the Society’s Board of Directors continueswith this composite Committee Structure rather than creating further separate Committees for Compliance & Risk.

The Society’s Compliance & Risk Officer has the day to day responsibility for the Society’s RMF.

The Compliance & Risk Officer provides the ARCC with assurance reports to confirm the adequacy andeffectiveness of the Society’s compliance systems and controls, and that they are appropriate and proportionateto the Society’s scale, complexity and business model.

The Chairman of ARCC holds the role of the Society’s Risk Champion with oversight responsibility for promotingand building a risk awareness culture within the Society.

Page 24: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

I 21ANNUAL REPORT 2015

Board of Directors Report

Financial risk management objectives and policiesThe Society’s activities expose it to a number of financial risks including credit risk, cash flow risk and liquidity risk.The source of risk and further details around the management of the risks which are faced by the Society aredisclosed and discussed in greater detail within note [x] to the Financial Statements.

The use of financial derivatives is governed by the Society’s policies approved by the Board of Directors, whichprovide written principles on the use of financial derivatives to manage these risks. The Society does not usederivative financial instruments for speculative purposes.

Assessment of internal controls The Society has in place an internal control environment to protect the Society from the material risks which havebeen identified. Management is responsible for establishing and maintaining adequate internal controls overfinancial reporting and the ARCC provides oversight for ensuring the effectiveness of these controls.

The ARCC has reviewed the process by which the Society evaluated its control environment. Its work here wasdriven primarily by the Society’s Internal Audit reports on the effectiveness of internal controls and any otheroperational issues reported.

The ARCC has completed its review of the effectiveness of the Society’s systems of risk, governance and internalcontrol during the year and up to the date of this Annual Report. It confirms that no significant failings orweaknesses were identified in the review for the 2015 financial year.

Where areas for improvement were identified, processes are in place to ensure that the necessary action is takenand that progress is monitored.

External Audit In addition to reviewing and monitoring the External Auditor’s independence, objectivity and the effectiveness ofthe audit process, the ARCC has undertaken a review of the External Auditor effectiveness in line with therequirements of the Code. The Committee is satisfied that their non-audit service provision is work that they arebest suited to perform. It does not involve the audit of their own firm’s work and will not involve them makingmanagement decisions for, or acting as advocate for the Society. On this basis there will be a recommendation tothe Main Board for the re-appointment of Deloitte LLP for a further term.

Independence of External AuditorThe Audit, Risk and Compliance Committee is responsible for monitoring the relationship between the Society andthe External Auditor, and as part of this process the Committee considers the External Auditor’s effectiveness onan annual basis. There are no contractual obligations restricting the Society’s choice of External Auditor. In order toensure that the Auditor’s objectivity and independence are safeguarded, the following procedures are in place:

Audit related servicesThis is work that the External Auditor performs in its capacity as Auditor, where the nature of the work is closelyallied to that on the audit of the annual Financial Statements. Accordingly, this work will be undertaken by theExternal Auditor unless unusual circumstances apply.

Tax adviceThe tax department of Deloitte LLP will be used on all tax matters relating to the Society, unless unusualcircumstances apply when advice will be put out to tender.

Page 25: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

ANNUAL REPORT 2015 I 22

Significant Issues related to the Financial StatementsThe Committee’s role in monitoring financial reporting issues is fundamental to ensuring that all the Society’sstakeholders maintain their trust in its activities and reporting. The External Auditor, Deloitte LLP, is used to helpensure that suitable accounting policies have been implemented and appropriate judgements have been madeby management. The main issues which the Committee considered during 2015 were as follows:

Board of Directors Report

Area considered Response of the ARCC

Technical provisions assumptions

Representatives from the ARCC received advance copies of the Valuation Assumptions and attendedthe presentation of this report to the Insurance Committee by the Society’s Actuarial Technician and Actuarial Function Holder (AFH). On discussion and challenge of the AFH, the ARCC were satisfied thatthe assumptions adopted were appropriate to the Society. Refer to note 20.

Integrity of the data used in the reserving process

The information provided to the AFH for inclusion in the reserving process is extracted directly from theSociety’s own financial information and a DataReport is presented to the Insurance Committee detailing the data quality results and movement analysis. The information above sets out the governance processes and responsibilities of the ARCC including the oversight that the ARCC hasover the Society’s risk of inaccurate financial reporting.

Pricing of investments

Inaccurate pricing of investments would generate a significant change in the reported results andposition of the Society. As noted above, the ARCC monitors Financial Reporting. This includes reviewing the reported results prior to approval and discussion with the Board around significant fluctuations. The ARCC also considers the results of Internal Auditwork and External Audit reports in coming to their conclusion.

Internal Audit of Unity OfficeThe Internal Audit Plan was agreed by the ARCC following an assessment of the results of the audit work alreadyundertaken. The audit needs analysis has been taken into account when developing the internal audit strategy,strategic plan and annual plan of work. All work follows a risk based systems audit approach.

During the year ended 31 December 2015, audit work was completed over many departments within the Society.Each department, where recommendations to changes in their procedure were made, was revisited whenrecommendations became due. Of the Internal Audit recommendations made in the previous years, there weresome recommendations made which were still in the process of being actioned at the 2015 year end. The ARCCare reviewing these on a regular basis to ensure that appropriate action is taken and an additional section hasbeen included into the quarterly report to highlight overdue recommendations. This section also confirmed thatthere were no material risks to internal controls as a result of the recommendations still outstanding.

The Society’s Internal Audit function has confirmed that they are satisfied that sufficient internal audit work hasbeen undertaken to allow them to draw a reasonable conclusion as to the adequacy and effectiveness of theSociety’s risk management and control processes. In their opinion the Society has adequate and effectivemanagement and control processes to manage its achievement of the Society’s objectives.

The ARCC has performed an annual review of the work of the Internal Audit Department, and a recommendationfor the continued appointment of Moore and Smalley LLP will be made to the Board.

Page 26: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

I 23ANNUAL REPORT 2015

Branch AuditsIn the same way as the Internal Audit Plan for the ensuing year is agreed by the ARCC, the same process is usedfor planning the work of the Branch Internal Auditor. A schedule of Branches due for visit is prepared andrationalised so that work in adjacent areas can be conducted, where possible, to minimise the Branch Auditorspending unnecessary time in travel.

There were 26 Branch audits conducted during 2015, with the majority of the visits being completed andrecommendations accepted by their Committee of Management. There have been a few cases where a re-visithas been undertaken as a follow-up to ensure that where significant changes were accepted, that they have beencomplied with. However, in general the Branch administration in the majority of the Society’s Branches is deemedto be consistent and satisfactory.

All Branch audit reports and the responses of their Committees to the Branch Auditors findings are criticallyreviewed by the ARCC, so that the Committee can be satisfied that both the Branch function and the approach oftheir Committees, in general, is appropriate and ‘fit for purpose’.

It has to be stressed that Unity Office is the Regulator of all Branches since the Society became incorporated inJanuary 2013 under the 1992 Act. Therefore a greater degree of scrutiny will continue to appear within the BranchAudits, to ensure total compliance of every Branch Administration with the requirements of the 1992 Act, as well aswith the Society’s Rules and Procedures.

SummaryThe ARCC is empowered to take action at any time if it believes that it is necessary, including reporting to the MainBoard and the Annual Movable Conference. There were no exceptions that the Committee consider should havebeen reported during 2015.

Commercial Board: Charles Vaughan (Chairman)Jane Nelson Sue Doulton Smith Alan Cole Ian Ditchfield Property Manager

The members of the Commercial Board as at 31 December 2015 are as stated above.

The responsibility of the Commercial Board is to pass resolutions of a non-policy nature to ensure that:• Unity Office delivers a high quality customer service to Branches, members and prospective members;• Unity Office and Branches plan development and budget accordingly for investment in the future, spending

capital when appropriate; and• the Society’s culture and structure encourages member and staff involvement in the running and

development of the Society.

In achieving this, the Commercial Board is responsible for the tactical application of strategy and implementationof policy with respect to:• Finance;• Investments;• Legislation;• Office Administration; and• Society Rules and Procedures.

The Commercial Board being responsible for the investments of the Society, appoint Investment Managers, withwhom representatives of the Commercial Board meet on a quarterly basis to challenge and discuss theirperformance. The Strategy for the investments of the Society is determined with the benefit of advice from theActuaries as and when appropriate. In the case of Long Term Business investments, the Insurance Committeeand the Actuaries are consulted on the strategic aspects before decisions are made. The role of the CommercialBoard is therefore also to act as the Investment Committee. The Commercial Board is also responsible forreviewing of Financial, Investment, Unity Office and Branch risks relating to the Society.

Board of Directors Report

Page 27: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

ANNUAL REPORT 2015 I 24

Fraternal Board: Valerie Ashcroft (Chairman)Jane NelsonClive TaylerGeorge LickessTony LuckettBill Henchliff

The members of the Fraternal Board as at 31 December 2015 are as stated above.

The Fraternal Board is appointed annually by the Board of Directors and consists of a minimum of four MNEDs andone Executive Director. The Deputy Grand Master of the Order is the Chairman and is appointed at the firstmeeting following the AMC.

The Chief Executive and Grand Master are members by virtue of their office and have voting rights. A quorumconsists of three members, one of which must be the Chief Executive Officer/Secretary of the Order.

The Fraternal Board has access to the Actuary, Internal and External Auditors, Solicitors and any other advisorsapproved by the Board of Directors as required.

The Fraternal Board is responsible for the tactical application of strategy and implementation of policy with respectto matters listed below:

• Administration of goods;• Administration and supervision of Branches including Branch financial statements, Branch Special Rules,

probationary reports on newly appointed Branch Secretaries, amalgamations of Branches and transfers of engagements, transfers of funds, variations of Lodge Additional Benefits;

• Benevolence – including Distress Grants, Educational Awards, H A Andrews Memorial Fund, Legal Aid Scheme; Convalescent Benefit;

• Recruitment and retention;• Branch delivery of social and care;• Branch training including Weekend Seminars;• Public Relations;• Group Conferences;• Society’s Publications;• Traditions of the Society; and• Oddfellows Brass.

The Fraternal Board is also responsible for Fraternal risks relating to the Society and for the passing of resolutionsin furtherance of the aims and directives of the Society’s strategy and in accordance with the policy of the Board ofDirectors which will receive and approve its minutes.

Governance Committee: Bill Connolly (Chairman)Sue Doulton Smith Valerie AshcroftGary Morley Company Secretary

The members of the Governance Committee as at 31 December 2015 are as stated above.

The Governance Committee is responsible for monitoring the appropriateness of the Society’s corporategovernance arrangements. In doing so, it needs to take account of the regulatory matters that affect the Societyand, where appropriate, makes recommendations based on its deliberations and conclusions to the Board ofDirectors and/or other Committees.

The Governance Committee also acts as the Society’s Nominations Committee with regards to the appointment ofMember Elected Non-Executive Directors and Term Directors.

Board of Directors Report

Page 28: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

I 25ANNUAL REPORT 2015

The Governance Committee receives written and/or verbal reports from the following:

• Audit, Risk and Compliance Committee;• Chief Executive Officer;• Society’s Internal and External Auditors;• Compliance and Risk Officer; and• Company Secretary.

In 2015, the Governance Committee undertook reviews and reported back on the following matters:

• Corporate Governance and regulatory risks relating to the Society;• The oversight and management of governance related risks within the Society’s Risk ManagementFramework;• A number of minor amendments were made to the Terms of Reference for the Governance Committee;• The Prudential Regulatory Authority’s Consultation Paper about Corporate Governance : Board

Responsibilities;• Extensive changes to the Approved Persons Regime in preparation for the implementation of the Prudential

Regulatory Authority’s Senior Insurance Managers Regime (SIMR) and the Financial Conduct Authority’s Approved Persons Regime (APR) which came fully into effect in March, 2016;

• The annual assessment of the on-going fitness and propriety of the Society’s Approved Persons;• The current induction and training arrangements in place for the members of the Society’s Board of Directors;• The structure of the Board and the effectiveness of the Society’s leadership and governance arrangements;• The 2015 year end questionnaire issued by the Association of Financial Mutuals (AFM) in respect of

compliance with the Annotated Corporate Governance Code; • The guidance and gap analysis provided by the Compliance and Risk Officer in respect of the Society’s

Whistleblowing arrangements; and • The Directors Leaflet.

The Governance Committee acts as the Society’s Nominations Committee in respect of Member Nominated Non-Executive Directors and Term Directors. In 2015, the nominations made for two candidates to contest an electionat the 2015 AMC did not proceed. Consequently, on the recommendation of the Governance Committee, theBoard nominated the Immediate Past Grand Master, George Lickess, for election at the AMC and his appointmentwas subsequently confirmed at the AMC at Eastbourne in May 2015.

The Governance Committee also recommended to the Board that potential candidates for election to the Board asMember Nominated Non-Executive Directors be invited to receive some training before Branches submit theirnominations. The training session subsequently took place in December, 2015 for four potential candidates.

Insurance Committee: Sue Doulton Smith (Chairman)Jane NelsonCharles VaughanSteve CodeBill ConnollyRichard Gough External Skilled PersonColin Nugent External Skilled Person Andrew Spencer External Skilled PersonDiane Simpson External Skilled Person

The members of the Insurance Committee as at the 31 December 2015 are as stated above.

The Insurance Committee is accountable to the Board of Directors for monitoring, controlling and directing thebusiness affairs of the Society in relation to the Society’s Long Term Business, subject to matters reserved to theBoard of Directors or delegated to the Commercial Board by the Board of Directors.

Board of Directors Report

Page 29: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

ANNUAL REPORT 2015 I 26

The Insurance Committee reviews and reports back on the following matters:• Strategy and Management of the Society’s Long Term Business (LTB) including:• Business Planning and new developments• Actuarial Valuation• Individual Capital Assessment (ICA)• Own Risk and Solvency Assessment (ORSA)• Reserves and Allocation of Free Assets• Bonus Recommendations• Annual expenditure budget for the LTB• Operational Management of the Long Term Business Funds including:• Treating Customers Fairly (TCF)• Investment Performance• Risk Management relating to the conduct of the Society’s Insurance Business

Throughout the year the Committee has received written and/or verbal reports from the Society’s ExecutiveDirectors, other Sub-Committees, Senior Management, Society’s Actuaries and Society’s Internal and ExternalAuditors.

Regulatory CommentarySolvency II: The Society will be required to comply with the European Union Solvency II Directive regulations viathe UK regulatory regime with effect from 1 January 2016. A significant amount of preparatory work to ensurecompliance with the regulations has been undertaken in the year. The Committee has monitored papers andapproved various policies, processes and procedures, including the production of the Society’s Own Risk andSolvency Assessment (ORSA).

Regulatory Bodies: The Insurance Committee continues to keep a watching brief on the regulatory frameworks. This includes theevolving Solvency II environment referred to above, the regulatory feedback and consultation papers issued by thePrudential Regulation Authority (PRA) and Financial Conduct Authority (FCA) in respect of With-Profits businessand the new requirements under the Senior Insurance Managers Regime (SIMR).

SolvencyThe Committee continues to monitor the solvency position of the LTB funds on an on-going basis and takes actionto strengthen the solvency, through specific management actions, where appropriate.

Risk ManagementDuring 2015 the Committee has continued to support further developments of the Society’s risk controls throughthe Risk Management Framework (RMF) and has reviewed the appetite to risk and operational risks affecting theLTB operations. This will be an on-going process and is closely linked to Solvency II compliance.

Transfer of EngagementsThe Committee took an active involvement in the transfer of engagements of the Druids Sheffield Friendly Society(DSFS) which was concluded, following regulatory approval, on 30 April 2015. This was after the Committeeconsidered a detailed business case and made appropriate recommendations to the Board of Directors that thetransfer was in the interests of the Society’s members and policyholders.

Strategic DevelopmentThe Society’s membership base is a valuable asset and the Committee believes that there exists an opportunity toincrease product penetration through cross-selling new products. Analysis has been carried out to segment themembership base and identify their product needs. The Committee has considered a detailed business blueprintand has made appropriate recommendations to the Board of Directors in regard to a new business strategy.

GeneralAll the recommendations made by the Committee for financial provisions, appropriation of surplus, regulatorycompliance and bonus rates were accepted by the Board of Directors.

Membership Working Charles Vaughan (Chairman)Group: Jane Nelson

George LickessValerie AshcroftBill Henchliff

The members of the Membership Working Group as at 31 December 2015 are as stated above.

Board of Directors Report

Page 30: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

I 27ANNUAL REPORT 2015

Board of Directors Report

Pillar 2 Project Steering Jane Nelson Chief Executive Officerand Design Group: Steve Code

Bill ConnollyColin Nugent External Skilled Person

The members of the Pillar 2 Steering and Design Group as at 31 December 2015 are as stated above.

Remuneration Committee: Bill Connolly (Chairman)Alan Cole Clive Tayler

The members of the Remuneration Committee as at 31 December 2015 are as stated above.

The Remuneration Committee is responsible for:• Determining and agreeing with the Board the framework or broad policy for the remuneration of Executive

Directors;• Determining targets for any performance-related pay schemes operated by the Society; and• Fulfilling duties as laid down by the Directors' Remuneration Report Regulations 2002.

For the year 2015, the Committee decided not to use the services of an external consultancy. This was primarilybecause the data provided was capable of being collated internally and is in the public domain. Also, the marketconditions in which the remuneration of the Society’s Executive Directors was set did not warrant the expenditurethat would have been incurred by engaging external support.

However, the main sources of data used to benchmark the remuneration of the Executive Directors were the onespreviously obtained via the external consultancy, namely:

• The Croner Rewards Charities Salary Survey; and• A Survey of Remuneration packages of its member organisations commissioned by the Association of

Financial Mutuals.

The Chief Executive Officer is invited to attend meetings of the Committee to participate in the consideration of theremuneration of the Insurance Director and associated matters, but she is excluded from discussions relating toher own remuneration. The Committee then makes recommendations to the Board of Directors regarding the basisof the Executive Directors' remuneration. This is obviously not required for Member Elected Non-ExecutiveDirectors and the External Non-Executive Directors as they receive no remuneration.

Annual performance reviews of the Executive Directors are undertaken by the Remuneration Committee, based onthe Executive Directors' objectives derived from the Society's Strategic Plan. Formal appraisals were held with bothDirectors in this regard.

The Remuneration Committee reviews Executive Directors' remuneration annually. It considers it is in the Members'interests for remuneration packages to be competitive in order to attract, retain and motivate people of therequired calibre.

Page 31: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

ANNUAL REPORT 2015

The details shown in the following tables reflect the remuneration arrangements that have been in place for JaneNelson and Steve Code during 2015.

Taxable Benefits currently offered are private medical insurance and a company car or car allowance.

The Executive Directors both have notice periods of 12 months.

Pension entitlementsThe following figures comply with the requirements set out in the Large and Medium-sized Companies and Groups(Accounts and Report) Regulations 2008 (SI2008/410), as amended for financial years ending on or after 30September 2013.

Notes1. The accrued pensions are the deferred pension amounts which the directors would be entitled to from normal

retirement age if they left service at 31 December 2015. 2. The transfer values represent the present value of the accrued deferred pension and associated benefits at

the relevant date and have been calculated in accordance with the Pensions Regulator’s ‘Transfer Values’ guidance.

3. All accrued pensions and transfer values include the value of directors’ AVC benefits.4. The Pension input amount represents the value of the increase in excess of inflation (where inflation is

measured as the annual increase in the Consumer Prices Index to the September before the financial year end) of the accrued deferred pension over the period, less Director contributions. The increase in benefits hasbeen calculated using HMRC methodology and then multiplied by a factor of 20, which is in line with the Directors’ disclosure regulations.

5. At retirement Mrs Nelson will receive a deduction to her pension in respect of an Annual Allowance tax charge. In 2015 the Scheme did not need to pay any Annual Allowance tax charge on the Director’s behalf in a “Scheme Pays” arrangement. However, the value of the cumulative tax charges will be increased to the Director’s retirement date, at which point it will be used to reduce the level of DB pension that is taken from the Scheme. The table above makes no allowance for Mrs Nelson’s Scheme Pays arrangement.

Board of Directors Report

I 28

PositionAccrued pension

31.12.15

Transfer valueof accruedpension at31.12.14

Transfer valueof accrued pension

at 31.12.15

Pension inputamount over 2014 lessDirector’s

contributions

Pension inputamount over 2015 lessDirector’s

contributions

Chief Executive Officer/Secretary of the Order

£62,143 £983,001 £1,063,648 £60,280 £81,607

Insurance Director £6,588 £70,067 £90,913 £20,700 £23,352

Salary PensionCosts

TaxableBenefits

Total

Chief Executive Officer/Secretary of the Order £129,525 £45,117 £5,092 £179,734

Insurance Director £116,140 £40,556 £8,803 £165,499

Total £245,665 £85,673 £13,895 £345,233

Page 32: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

I 29ANNUAL REPORT 2015

Board of Directors Report

Statement of Solvency The Board of Directors considers that the value of the assets of the Society and its Branches at the end of theyear, together with future income significantly exceeds future liabilities and operating expenses and is capable ofproviding adequate income to sustain the reasonable expectations of the members.

The Board of Directors confirms that the Society had, at the end of the financial year, the required margin ofsolvency as prescribed in Chapter 4 of the Prudential Sourcebook for Insurance Companies (INSPRU) made bythe Financial Services Markets Act 2000 for each class of relevant business.

Conflicts of InterestThe Society’s code of conduct and conflicts of interest policy requires any members of staff, Advisers or Directorsto declare any potential or actual conflict of interest in respect of any business matter or transaction which is beingconsidered.

In the event of such a conflict of interest, the individual must disclose to the Society any benefit they may receivefrom the business matter or transaction concerned. This requirement applies whether or not the Society sets asidethe particular business matter or transaction concerned. It is not necessary for the individual concerned to have toaccount for the benefit if they are allowed to have an interest or duty by the rules of the Society and the interest orduty has been disclosed to and approved by the Board of Directors.

Charitable and Political DonationsIn September 2015, the Grand Master, Maggi Winter, the Deputy Grand Master, Valerie Ashcroft and the ChiefExecutive Officer, Jane Nelson presented the final donation of £42,049 to Parkinson’s UK, completing three years’dedicated funding of a research project entitled ‘Does Parkinson’s make it harder to learn new skills?’ TheUniversity of Oxford based study, which began in 2012, needed funding of £126,155 to be able to run. The studyinvestigated why people with Parkinson’s sometimes find it difficult to learn new things and retain the knowledge,and aimed to help develop strategies to help address these difficulties.

The Oddfellows donation came from the HA Andrews Memorial Fund – a fund set up to support medical researchin the UK and which has, since its inception, donated more than £760,000 to national charities.

The funding has helped researchers gain a better understanding of how Parkinson’s impacts on the lives of thosewho have it and also funded young researchers to gain knowledge, technique and experience in Parkinson’sresearch.

CEO Jane Nelson also took a personal fundraising cheque of £13,475 to Parkinson’s UK’s Director of FundraisingPaul Jackson-Clark during the visit to Parkinson’s UK’s London Office. The money was raised by taking part in atandem skydive during the summer.

Paul Jackson Clark said, “We are very grateful to the Oddfellows for funding this project, which will help people withParkinson’s to live more active and independent lives. We would also like to thank Jane for her bravery in taking partin a tandem skydive and raising such an amazing amount for us”.

Liability InsuranceThe Board of Directors continues to effect Directors and Officers liability insurance on the Directors and executivemanagement as permitted by the Friendly Societies Act 1992.

Each of the Directors consider that the Annual Report, taken as a whole, is fair, balanced and understandable andprovides the information necessary for members to assess the Society’s performance, business model andstrategy.

The above report was approved by the Board of Directors and signed on its behalf by:

C J NelsonChief Executive Officer23 March 2016

Page 33: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

I 30ANNUAL REPORT 2015

Independent Auditor’s Report

In our opinion the financial statements:• give a true and fair view of the state of the Society’s affairs as at 31 December 2015 and of its profit for the

year then ended;• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice;

and• have been prepared in accordance with the requirements of the Friendly Society Act 1992.

The financial statements comprise the Income and Expenditure Accounts, the Balance Sheet, the Statement ofOther Comprehensive Income and the related notes 1 to 25. The financial reporting framework that has beenapplied in their preparation is applicable law and United Kingdom Accounting Standards (United KingdomGenerally Accepted Accounting Practice), including FRS 102 “The Financial Reporting Standard applicable in theUK and Republic of Ireland” and FRS 103 “Insurance Contracts”.

Going concern We have nothing material to add or draw attention to in relation to:• the Directors' confirmation on page 8 that they have carried out a robust assessment of the principal risks

facing the Society, including those that would threaten its business model, future performance, solvency or liquidity;

• the disclosures on pages 3 and 4 that describe those risks and explain how they are being managed or mitigated;

• the Directors’ statement on page 8 about whether they considered it appropriate to adopt the going concern basis of accounting in preparing them and their identification of any material uncertainties to the Society’s ability to continue to do so over a period of at least twelve months from the date of approval of the financial statements;

• the Director's explanation on page 8 as to how they have assessed the prospects of the Society, over what period they have done so and why they consider that period to be appropriate, and their statement as to whether they have a reasonable expectation that the Society will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions.

We agreed with the Directors’ adoption of the going concern basis of accounting and we did not identify any suchmaterial uncertainties. However, because not all future events or conditions can be predicted, this statement is nota guarantee as to the Society’s ability to continue as a going concern.

Our assessment of risks of material misstatementThe assessed risks of material misstatement described below are those that had the greatest effect on our auditstrategy, the allocation of resources in the audit and directing the efforts of the engagement team. The key risks weidentified are:

Risk How the scope of our audit responded to the risk

Continued on next page

Technical provision assumptionsAt the year-end the Society carries technicalprovisions of £62,379k (2014: £47,385k) and are determined to be material both quantitatively andqualitatively. The assessment of the appropriatecarrying value of the technical provisions requiresmanagement to make significant judgments whensetting the underlying assumptions. A third partyactuarial consultant is used through this process.These assumptions involve the exercise of significantjudgment in considering whether they appropriatelyreflect the Society’s circumstances and experience.The key assumptions underpinning the calculationinclude mortality rates, expense rates, lapse and thevaluation of interest rate applied. These keyassumptions have been outlined and considered byManagement within Note 20 (b).

We have assessed the competence of the actuarialconsultant and those involved in the assumptionsetting process. Such an assessment includes adirect challenge of the underlying working papersunderpinning the assumption setting process and achallenge of the historical accuracy of modellingwhen compared with the actual experience.

We used actuarial specialists within our audit teamto challenge the appropriateness of assumptionsinput into the technical provision model andbenchmark against external actuarial and economicdata where possible. We have agreed, on a samplebasis, the assumptions approved by managementthrough to application within the technical provisionmodel to ensure consistency.

Page 34: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

ANNUAL REPORT 2015

Independent Auditor’s Report

I 31

Risk How the scope of our audit responded to the risk

Technical provision assumptions(Continued from previous page)

We have assessed the design and implementationof the internal controls put in place by managementto manage the risks associated with the setting oftechnical provision assumptions.

We have identified the critical inputs used in thecalculation of technical provisions and agree them,on a sample basis, to source data and evidenceobtained through the wider audit process to verifythe appropriateness of data used in the model. Wehave challenged the adjustments made to theunderlying data from the policy administrationsystem to ensure they are appropriate.

In addition we obtained the reconciliation to theFinancial Statements and investigated the natureand validity of reconciling items on a sample basis.

We have assessed the design and implementationof the internal controls put in place by managementto manage the risks associated with the integrity ofdata used in the reserving process.

We have assessed the competence of theindependent valuation specialist used by theSociety. Our challenge has involved the use ofproperty valuation specialists within our audit teamto directly challenge the assumptions used in thevaluation process and the rational for any changesin assumptions and fair values. Rationale foreconomic changes in the value was evaluated byreference to external publically available data onrelevant property value trends. Rationale forchanges in individual property values caused bychanges in condition, rental income streams ortenancy agreements were challenged and whereapplicable the impact was recalculated.

In addition, we have performed substantive testingon a sample basis to challenge the completenessand accuracy of the portfolio.

We have assessed the design and implementationof the internal controls put in place by managementto manage the risks associated with the valuation ofthe transferred investment property from Druids.

Integrity of data used in the reserving processAs outlined within the Technical provisionassumptions significant risk, the amounts arematerial to the Society’s financial statements. Thecalculation of the technical provisions is dependenton the extraction of source data from underlyingpolicy administration systems. Although ownershipof the determination of technical provisions remainswith the Society, much of the process is outsourcedto a third party actuarial consultant. The transfer ofsource data between parties and the use ofinaccurate and / or incomplete data could lead to amaterial misstatement of the technical provisions.

Pricing of investment propertiesAs a result of the transfer of engagements fromDruids, the Society holds a greater number ofinvestment properties within the investment propertyportfolio. The market value of this investmentproperty portfolio at the year-end date is £54.3m(2014: £39.9m). The valuation of these investmentproperties involves the use of judgment; any errorcould have a material effect on the financialstatements and the claim amount on unit linkedpolicies held by policyholders. Although theownership of the valuation of the property portfolioremains with the Society, the process is outsourcedto a third party valuation specialist.

Additional information on the investment valuation isprovided in note 1 (a) and note 5 to the financialstatements.

Page 35: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

I 32ANNUAL REPORT 2015

Independent Auditor’s Report

There are no changes in the risks included within our report to that supporting the 2014 Reports & FinancialStatements; however the risk identified around the pricing of investments has been focused around the Druidstransfer of engagements in the current period.

The description of risks above should be read in conjunction with the significant issues considered by the Audit,Risk and Compliance Committee discussed on page 22.

These matters were addressed in the context of our audit of the financial statements as a whole, and in formingour opinion thereon, and we do not provide a separate opinion on these matters.

Our application of materialityWe define materiality as the magnitude of misstatement in the financial statements that makes it probable that theeconomic decisions of a reasonably knowledgeable person would be changed or influenced. We use materialityboth in planning the scope of our audit work and in evaluating the results of our work. The application of materialityinvolves both quantitative and qualitative considerations.

We determined materiality for the Society to be £425,000 (2014: £300,000), which is below 3% (2014: 3%) of theFund for Future Appropriations.

There are no account balances, classes of transaction or disclosure where a lower materiality threshold has beenapplied.

We agreed with the Audit, Risk and Compliance Committee that we would report to the Committee all auditdifferences in excess of £21,250 (2014: £15,000), as well as differences below that threshold that, in our view,warranted reporting on qualitative grounds. We also report to the Audit, Risk and Compliance Committee ondisclosure matters that we identified when assessing the overall presentation of the financial statements.

Opinion on other matters prescribed by the Friendly Society Act 1992In our opinion the report of the Directors’ has been prepared in accordance with the Friendly Societies Act 1992and the regulations made under it, and the information given therein is consistent with the Financial Statements forthe financial year.

Matters on which we are required to report by exception

Adequacy of explanations received and accounting recordsUnder the Friendly Society Act 1992 we are required to report to you if, in our opinion:• proper accounting records have not been kept; or • the Financial Statements are not in agreement with the accounting records; or• we have not received all the information and explanations and access to documents that we required for our

audit.

We have nothing to report in respect of these matters.

Our duty to read other information in the Annual ReportUnder International Standards on Auditing (UK and Ireland), we are required to report to you if, in our opinion,information in the annual report is:• materially inconsistent with the information in the audited financial statements; or• apparently materially incorrect based on, or materially inconsistent with, our knowledge of the Society

acquired in the course of performing our audit; or• otherwise misleading.

In particular, we are required to consider whether we have identified any inconsistencies between our knowledgeacquired during the audit and the Directors’ statement that they consider the annual report is fair, balanced andunderstandable and whether the annual report appropriately discloses those matters that we communicated to theAudit, Risk and Compliance committee which we consider should have been disclosed. We confirm that we havenot identified any such inconsistencies or misleading statements.

Page 36: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

ANNUAL REPORT 2015

Respective responsibilities of directors and auditorAs explained more fully in the Directors’ Responsibilities Statement, the Directors are responsible for thepreparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibilityis to audit and express an opinion on the financial statements in accordance with applicable law and InternationalStandards on Auditing (UKand Ireland).

This report is made solely to the Society’s members, as a body, in accordance with Section 73 of the FriendlySociety Act 1992. Our audit work has been undertaken so that we might state to the Society’s members thosematters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extentpermitted by law, we do not accept or assume responsibility to anyone other than the Society and the Society’smembers as a body, for our audit work, for this report, or for the opinions we have formed.

Scope of the audit of the financial statementsAn audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient togive reasonable assurance that the financial statements are free from material misstatement, whether caused byfraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Society’scircumstances and have been consistently applied and adequately disclosed; the reasonableness of significantaccounting estimates made by the Directors; and the overall presentation of the financial statements. In addition,we read all the financial and non-financial information in the annual report to identify material inconsistencies withthe audited financial statements and to identify any information that is apparently materially incorrect based on, ormaterially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we becomeaware of any apparent material misstatements or inconsistencies we consider the implications for our report.

David Heaton (Senior statutory auditor)for and on behalf of Deloitte LLPChartered Accountants and Statutory AuditorManchester, United Kingdom23 March 2016

Independent Auditor’s Report

I 33

Page 37: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

ANNUAL REPORT 2015 I 34

Income and Expenditure AccountsYears ended

TECHNICAL ACCOUNT: Long Term Business RestatedNote 31/12/2015 31/12/2014

£’000 £’000

Gross earned premiums

Premiums ceded to reinsurers

Earned premiums, net of reinsurance

Investment income 14

Unrealised (losses) on linked investments

Unrealised (losses) and gains on non linked investments

Total investment income

Gross claims paid

Reinsurers' Share

Net claims paid

Gross change in Long-Term Business Provision

Increase / (decrease) in non-linked investment contract liabilities

Insurance Contracts

Reinsurers' share

Net Change in Long-Term Business Provision

Gross Changes in technical provision for linked liabilities

Increase / (decrease) in linked investment contract liabilities

Insurance Contracts

Net change in technical provisions for linked liabilities

Net operating expenses

Investment expenses and charges

Other technical income

Transfer to Funds for Future Appropriations 13

Balance on the Long Term Business Technical Account

1,339

( 16 )

1,323

7,425

( 2,818 )

1,984

6,591

( 3,416 )

2

( 3,414 )

706

( 1,144 )

( 66 )

( 504 )

( 1,075 )

162

( 913)

( 1,949 )

( 315 )

4

( 824 )

-

1,670

( 18 )

1,652

8,564

( 4,073 )

( 2,277 )

2,214

( 5,194 )

2

( 5,192 )

3,980

4,046

( 12 )

8,014

187

658

845

( 1,997 )

( 343 )

12

( 5,205 )

-

Page 38: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

ANNUAL REPORT 2015 I 35

Income and Expenditure Accounts

Years ended 31/12/2015 31/12/2014

NON TECHNICAL ACCOUNT Note £’000 £’000

Investment income 14

Gains on realisation of investments

Movement in unrealised gains / (losses) on investments

Annual lodge levy

Investment expenses and charges

Other income

Investment return to investing branches 16

Net operating expenses

Non-contractual benefits

Pension scheme benefits 23

Transfer to the reserves provided for by the rules and other specific purposes 12

Excess of income over expenditure 13

All the amounts above are in respect of continuing operations.

4,270

4,222

( 307 )

1,896

( 193 )

459

( 7,510 )

( 2,126 )

( 450 )

( 111 )

21

171

4,353

6,239

576

1,857

( 193 )

413

( 10,526 )

( 2,306 )

( 433 )

94

22

96

Page 39: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

I 36ANNUAL REPORT 2015

Statement of Other Comprehensive IncomeYears ended

31/12/2015 31/12/2014Note £’000 £’000

Surplus on Non Technical Account

Reserves provided for by the rules and other specific purposes 12

Pension Scheme actuarial gains/(losses) 23

Total recognised gains/(losses) for the year

171

( 21 )

1,223

1,373

96

( 22 )

( 587 )

( 513 )

Page 40: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

I 37ANNUAL REPORT 2015

Balance Sheet

As at31/12/2015 31/12/2014

Note £’000 £’000ASSETS

Investments

Land and buildings 5

Other financial investmentsShares and other variable yield securities 6Debt and other fixed income securities 7Loans secured by mortgage 8

Assets held to cover linked liabilities 9

Reinsurers share of technical provisionsLong term business provision 20c

Debtors due within one yearOther debtors 10a

Other assets

Tangible assets 11

Other cash at banks, building societies and in hand

Prepayments and accrued income

Accrued income

Deferred acquisition costs

Prepayments

Pension Scheme asset 23

54,376

51,43076,690567

148,285

16

1,011

5,544

19,575

760

107

654

1,140

360,155

34,693

48,46875,774580

129,874

28

789

5,553

17,230

773

130

392

28

314,306

Page 41: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

I 38ANNUAL REPORT 2015

Balance Sheet

As at31/12/2015 31/12/2014

Note £’000 £’000

LIABILITIES

Reserves

Reserves provided for, by the rules and other specific purposes 12

Fund for future appropriations 13

Technical provisions

Long term business provision 20cClaims outstanding Provision for unearned premiums

Technical provisions for linked liabilities 20c

Insurance contractsInvestment contracts

Liabilities to investing branches

Creditors and accruals due within one year 10b

Deferred income

These Financial Statements were approved by the Board of Directors on 23 March 2016 and were signed on itsbehalf by:

C J Nelson Secretary of the Order

2,290

21,053

62,37978291

3,498143,949

123,731

1,758

624

360,155

2,311

14,448

47,385770101

3,693125,330

117,994

1,701

573

314,306

Page 42: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

I 39ANNUAL REPORT 2015

Notes to the Financial Statements

1a ACCOUNTING POLICIES

Basis of accounting

The principal accounting policies are summarised below. They have been applied consistently throughout the year and to the preceding year.

General information and basis of accounting

The Independent Order of Odd Fellows Manchester Unity Friendly Society Limited is a registered Friendly Society under the Friendly Society Act 1992. The address of the registered office is given on page 2. The nature of the Society’s operations and its principal activities are set out in the Strategic Report on pages 3 to 5.

The financial statements have been prepared under the historical cost conventions, modified to include certain items at fair value, in accordance with Financial Reporting Standards 102 and 103 (FRS 102 and FRS 103) issued by the Financial Reporting Council. The financial statements are also drawn up in accordance with the rules set out in Schedule 6, Part III of the Friendly Societies (Accounts and Related Provisions) Regulations 1994 No. 1983.

The prior year financial statements were restated for adjustments on adoption of FRS 102 and FRS 103 in the current year. For more information see Note 25.

The functional currency of the Society is considered to be pounds sterling because that is the currency of the primary economic environment in which the Society operates.

In accordance with Section 7, Part II of the Friendly Societies (Accounts and Related Provisions) Regulations 1994, consolidated Financial Statements are not presented since the Board of Directors believe that the results of the subsidiary’s operations (Oddfellows Support Services Limited) are not material for the purpose of giving a true and fair view of the Society and its subsidiary as a whole.

Classification of contracts

The Society classifies its products for accounting purposes as insurance or investment. Insurance contracts are defined as a contract under which one party accepts significant insurance risk. As a general guideline the Society defines a significant insurance risk as the possibility of having to pay benefits on the occurrence of an insured event that is at least 10% more than the benefits payable if the insured event did not occur. Such contracts remain insurance contracts until all rights and obligations are extinguished or expire.

A discretionary participation feature is a contractual right held by a policyholder to receive additional payments as a supplement to guaranteed benefits:

• That are likely to be a significant proportion of the total contractual payments; and• Whose amount or timing is contractually at the discretion of the issuer and that is contractually

based on: o The performance of a specified pool of contracts or a specified type of contract;o Realised and/or unrealised investment returns on a specified pool of assets held by the

Society; oro The profit or loss of the Society, fund or other entity that issues the contract.

Such contracts are more commonly known as ‘with-profit’ or as ‘participating’ contracts. The terms and conditions of these contracts, together with UK regulations, set out the basis for the determination of the amounts on which the additional discretionary benefits are based and within which the Society may exercise its discretion. All with-profit contracts are classified as insurance contracts under the current accounting rules.

Investment contracts are those which carry financial risk, with no significant insurance risk.

Insurance premiums

Premiums received and reinsurance premiums paid relate to insurance and non-participating investment contracts. They are accounted for when due for payment except for recurring single premium in respect of unit-linked business, which are accounted for when the related liabilities are created.

Page 43: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

I 40ANNUAL REPORT 2015

Notes to the Financial Statements

Investment contracts, premiums and claims

Amounts collected on investment contracts, which primarily involve the transfer of financial risk such as long-termsavings contracts, are accounted for using deposit accounting, under which the amounts collected, less any initialfees deducted, are credited directly to the Balance Sheet as an adjustment to the liability to the investor.

For claims and benefits paid on investment contracts, amounts are not included in the Income and ExpenditureAccount but instead deducted from investment contract liabilities in the period to which they relate.

Insurance claims incurred and claims outstanding

All valid claims and benefits notified in respect of 2015 are included in the Financial Statements whether or not theyhave been settled. All claims notified but not settled as at 31 December 2015 are included within claimsoutstanding on the Balance Sheet. Claims are stated as arising from either insurance contracts or investmentcontracts under FRS 103. In addition the costs of administering the claims paid have been included in the claimsincurred figure in accordance with The Friendly Societies (Accounts and Related Provisions) Regulations 1994 No.1983 Schedule 1, Part III.

Investment income

Investment income is included on an accruals basis. Dividends are included by reference to ex dividend dates.Income on fixed interest investments is adjusted for purchased accrued interest.

Realised gains and losses on investments

Realised gains and losses on investments, other than unit trusts held in the Long Term Business Fund, arecalculated as the difference between net sales proceeds and the original cost and the previous Balance Sheetvaluation. Realised gains and losses on unit trusts held in the Long Term Business Fund are calculated as thedifference between net sales proceeds and the aggregate of additions at cost and the previous Balance Sheetvaluation.

Unrealised gains and losses on investments

Unrealised gains and losses on investments, other than unit trusts held in the Long Term Business Fund, arecalculated as the difference between the valuation of investments at the Balance Sheet date and the original cost.Unrealised gains and losses on unit trusts held in the Long Term Business Fund are calculated as the differencebetween the valuation at the Balance Sheet date and the aggregate of additions at cost and the previous BalanceSheet valuation. All movements in unrealised gains and losses on investments arising in the year are shown in therespective Income and Expenditure accounts.

Leases

Payments under operating leases are charged to the Income and Expenditure accounts equally over the leaseterm.

Investments

Investments are stated in the financial statements at market value (bid price). Information on all valuations is givenin notes 5, 6, 7 and 9.

All property owned by the Society is long leasehold and is included under investments on the Balance Sheet atopen market value, if not occupied by the Society for its own activities, in accordance with Financial Services andMarkets Act 2000 and the Friendly Societies Act 1992 and the regulations made under them.

Owner occupied propertyOwner occupied investment property is included under Fixed Assets on the Balance Sheet at open market value.The surplus on book value of owner occupied investment property is transferred to the revaluation reserve.Properties are professionally revalued at least every three years with the surplus or deficit on book value beingtransferred to the revaluation reserve, in accordance with generally recognised methods of valuation. The Boardrevalues the properties in the intervening years. It is the Society’s practice to maintain these assets in a continualstate of repair and to make improvements from time to time.

Page 44: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

ANNUAL REPORT 2015

Notes to the Financial Statements

Loans secured by mortgageLoans secured by mortgage are classed as basic financial instruments under FRS102 and are included atamortised cost.

Fixed assets and depreciation

Tangible fixed assets are stated at cost, net of depreciation and any provision for impairment. Depreciation isprovided on all tangible fixed assets, other than owner occupied property, at rates calculated to write off the cost, less estimated residual value, of each asset on a straight line basis over its expected useful life, as follows:

Motor Vehicles 4 years (after residual value allowance)

Office equipment 4 years

Central office computer equipment 3 years

Branch computer equipment 1 year

Owner occupied property Nil

Residual value represents the estimated amount which would currently be obtained from disposal of an asset,after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected atthe end of its useful life.

Taxation

As a registered Friendly Society only part of the Long Term Business is subject to corporation tax.No provision in this respect is included for 2015 as interest and capital gains arising during the year are notexpected to exceed allowable management expenses.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the BalanceSheet date using tax rates that have been enacted or substantively enacted by the Balance Sheet date. Deferredtax assets are only recognised when it is considered they are more than likely to be recovered.

Fund valuation

The assets and liabilities of the Society were last valued as part of the Long Term Business annual investigationas at 31 December 2015 pursuant to the requirements of the Prudential Regulation Authority’s Interim Prudentialsourcebook for Friendly Societies and a copy of the valuation may be inspected at the Registered Office of theSociety.

Actuaries reports on the appropriate assets and liabilities of all long term insurance funds of the Society were lastmade on 31 December 2015, and copies of these reports may also be inspected at the Registered Office.

Long Term Business provision

The Long Term Business provision is determined by the Society's Appropriate Actuary following the actuarialvaluation. It is calculated on a basis to comply with the reporting requirements of the PRA Handbook (underIPRU-INS) and the Friendly Societies Act 1992. In broad terms the calculation uses a net premium valuationmethod to assess the amount of mathematical reserves. As such it includes explicit provision for regular bonusesdeclared at 31 December 2015, and regular bonuses declared as a result of the valuation. Wherever possible,implicit allowance is made for future bonuses by a margin in the valuation rate of interest. No provision is madefor terminal bonuses as these are declared at the discretion of the Board.

The cost of any new bonus (declared as a result of the valuation) is shown separately in Note 20. This value hasbeen assessed using the same methodology and assumptions as the calculation of the Long Term Businessprovision.

Linked LiabilitiesFor unit-linked business, the provision is calculated as the unit value of the individual accounts held by theSociety for each member, plus any additional reserves considered necessary.

I 41

Page 45: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

I 42ANNUAL REPORT 2015

Deferred acquisitions costs

Deferred acquisition costs comprise all direct and indirect costs arising from the acquiring of policies of assurance. Deferred acquisition costs comprise the costs of acquiring policies of assurance which are incurred during a financial year, but relate to a subsequent financial year. Deferred acquisition costs are amortised over the term of the policies written.

Going concern

As reflected on page 8, the Board of Directors has adopted the going concern basis in preparing the Financial Statements.

Cash flow statement

The Society has taken advantage of the exemption for mutual life assurance organisations under FRS102 Section 7 Statement of Cash Flows and has not prepared a cash flow statement for the year.

Fund for Future Appropriations accounting policy

The Fund for Future Appropriations represents all funds, the allocation of which has not yet been determined by the end of the financial year. Any surplus or deficit arising on the Technical Account – Long-Term Business is transferred to or from the Fund on an annual basis.

Related party disclosure

Total income during the year received from Branches in respect of the levy was £1,896k (2014 : £1,857k).

Amounts due from Branches at 31 December 2015 in respect of goods and services was £104,835 (2014 : £77,953). Balances are settled within normal credit terms and there is no provision for doubtful debts related to these amounts. In respect of investments, these are disclosed on the Balance Sheet on page 37.

In accordance with FRS102 ‘Related Party Disclosures’, transactions with the wholly owned subsidiary havenot been disclosed as the Society has taken the exemption available under the standard for transactions entered unto between two or more members of a group.

1b CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Society’s accounting policies, which are described in Note 1, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects bothcurrent and future periods.

The more critical areas, where accounting estimates and judgements are made, are set out below.

Classification of long-term contracts

The Society has exercised judgment in its classification of Long-Term Business between insurance and investment contracts, which fall to be accounted for differently in accordance with the policies set out in Note 1 Accounting Policies. Insurance contracts are those where significant risk is transferred to the Society under the contract and judgment is applied in assessing whether the risk so transferred is significant, especially with regard to pension contracts, which are predominantly, but not exclusively,created for investment purposes.

Fair value of financial assets and unit-linked investments

Fair value measurement has been adopted to reduce volatility in reported earnings in the Income and Expenditure Account as the liabilities so determined are measured in a way which is consistent with the fair value of the underlying invested financial assets.

Fair value is the amount for which an asset could be exchanged, or a liability settled, between willing, knowledgeable parties in an arms-length transaction. Fair values are determined by reference to observed market prices where available and reliable.

Notes to the Financial Statements

Page 46: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

ANNUAL REPORT 2015

Notes to the Financial Statements

Estimates of future benefit payments arising from Long-Term Business insurance contracts

The Society makes estimates of the expected number of deaths for each of the years that it is exposed to risk. These estimates are based on either standard mortality tables; adjusted to reflect the Society’s own experience.

The Society makes estimates of voluntary contract termination, investment returns and administration expenses at the inception of Long-Term insurance contracts. These estimates, which are reconsidered annually, form the assumptions used to calculate the liabilities arising from these contracts.

When assessing assumptions relating to investment returns the Society makes estimates of the impact of defaults on the related financial assets. The estimates are reassessed annually. The assumptions used to establish insurance contract liabilities and appropriate sensitivities relating to variations in critical assumptions are disclosed in Note 20.

Accounting for pension plans

The Society participates in a defined benefit pension scheme based on final pensionable pay. The underlying assets and liabilities of the scheme require an element of judgment in their valuation, with the surplus on the scheme presented within the Balance Sheet. Further details underpinning the valuation of the scheme liabilities are disclosed in Note 23.

2 SUMS DENOMINATED IN FOREIGN CURRENCIES

Assets and liabilities in foreign currencies are expressed in sterling at the exchange rates ruling at 31 December 2015. Revenue transactions and those relating to the acquisition and realisation of investments including foreign fixed rate short term cash deposits have been translated at rates of exchange ruling at the time of the respective transactions.

3 STAFF COSTS

2015 2014£’000 £’000

Gross contracted service salaries 1,611 1,523Social security costs 148 140Pension costs 338 316

2,097 1,979

The average monthly number of employees during the year was as follows:

2015 2014

Board members 2 2Clerical 46 44Printing, production and despatch 4 4

52 50

I 43

Page 47: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

I 44ANNUAL REPORT 2015

Notes to the Financial Statements

Investmentproperties

4 AGGREGATE AMOUNT OF BOARD MEMBERS’ EMOLUMENTS

2015 2014£’000 £’000

Gross salaries 246 236Pension costs 85 82Benefits and allowances 14 15

345 333

Included in the above are emoluments (including benefits and allowances but excluding pension costs) of:

2015 2014£’000 £’000

Highest paid member 135 131

Members emoluments:£120,001 to £125,000 1 1£125,001 to £130,000 - -£130,001 to £135,000 1 1

5 LAND AND BUILDINGS

2015 2014£’000 £’000 £’000 £’000

Valuation as at 1 January 85 34,608 34,693 30,390Additions at cost - - - -Transfer of engagements 14,293 - 14,293 -Realised gain - - - 501Movement in unrealised gains and losses ( 200 ) 5,590 5,390 3,768

Valuation as at 31 December 14,178 40,198 54,376 34,693

Property owned by the Society for sponsorship activities was last valued at 31 December 2013 by Keningtons LLP, Chartered Surveyors of 9-13 George Street, London, W1U 3QH. The Directors have considered this valuation and consider it to remain appropriate.

Property owned and occupied by the Society as valued at 31 December 2013 by CB Richard EllisLimited,Chartered Surveyors of The Chancery, Spring Gardens, Manchester, M2 1EW. The Directors have considered this valuation and consider it to remain appropriate.

Freehold and leasehold investment properties were valued at 31 December 2015 by CB Richard EllisLimited, Chartered Surveyors of The Chancery, Spring Gardens, Manchester, M2 1EW. The Directors have considered this valuation and consider it to remain appropriate.

Valuation on property transferred in from the Schoolteachers Friendly Society was last valued at 31 December 2014 by Chris Johnson FRICS of Smith & Sons, Hamilton Square, Birkenhead, Wirral, CH4 15BN. The Directors have considered this valuation and consider it to remain appropriate.

Valuation on proprety transferred from the Druids Friendly Society was last valued at 23 November 2015 by Handley Gibson of Scott Hall House, Sheepscar Street North, Leeds LS7 3AF. The Directors have considered this valuation and consider it to remain appropriate.

The valuations are based on open market value in accordance with the provisions of the RICS Appraisal and Valuation Manual. No allowances have been made for the costs of realisation. In order for the accounts to show a true and fair view it is appropriate not to provide for depreciation on land and buildings.

Occupiedproperties

Page 48: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

I 45ANNUAL REPORT 2015

Notes to the Financial Statements

6 SHARES AND OTHER VARIABLE YIELD SECURITIESListed Equities

2015 2014£’000 £’000

Valuation as at 1 JanuaryAdditions at cost Transfer for engagementsDisposal proceedsRealised (losses)/gainsMovement in unrealised (losses)

Valuation as at 31 December

Listed equities, (quoted on the London Stock Exchange) were valued at 31 December 2015 by Aberdeen Fund Management Limited of Bow Bells House, 1 Bread Street, London, EC2M 9HH, Brewin Dolphin Limited of 12 Smithfield Street, London, EC1A 9BD, Investec Wealth & Investment Limited of 2 Gresham Street, London, EC2V 7QN, Legal & General Investment Management of 1 Coleman Street, London, EC2R 5AA, Fidelity International of 25 Cannon Street, London EC4M 5TA and Vestra Wealth LLP of 14 Cornhill, London EC3V 3NR.

7 DEBT AND OTHER FIXED INCOME SECURITIES

United KingdomGovernment Non GovernmentBonds Bonds 2015 2014£’000 £’000 £’000 £’000

Valuation as at 1 JanuaryAdditions at costTransfer of engagementsDisposal proceedsRealised gainsMovement in unrealised (losses)/gains

Valuation as at 31 December

Listed bonds were valued as at 31 December 2015 by Aberdeen Fund Management Limited of Bow Bells House, 1 Bread Street, London, EC2M 9HH and Investec Wealth & Investment Limited of 2 Gresham Street, London, EC2V 7QN and Vestra Wealth LLP of 14 Cornhill, London EC3V 3NR.

8 LOANS SECURED BY MORTGAGE 2015 2014£’000 £’000

Outstanding as at 1 JanuaryAdvancesTransfer of engagementsRepaymentsInterest earned

Outstanding as at 31 December

24,55317,1123,190

( 18,965 )677

( 6,274 )

20,293

580139

( 55 )

2

567

64634-

( 103 )3

580

75,77424,5503,190

( 24,836 )1,133( 3,121 )

76,690

68,13618,096

-( 16,222 )

3775,387

75,774

51,2217,438

-( 5,871 )

4563,153

56,397

48,46816,7044,395

( 15,754 )( 170 )

( 2,213 )

51,430

45,91412,408

-( 10,167 )1,846( 1,533 )

48,468

Page 49: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

I 46ANNUAL REPORT 2015

Notes to the Financial Statements

9 ASSETS HELD TO COVER LINKED LIABILITIES

Cash at Bank & Building Society Unit Trusts Equities Total

£’000 £’000 £’000 £’000

Ideal Fund Nottingham FundSchoolteacher’s FundDruidsOrdinary Assurance FundEquity FundFixed Interest FundMoney FundPension Deposit FundUK Index FundGrowth Fund

Valuation as at 31 December 2015

Valuation as at 31 December 2014

Linked business investments were valued as at 31 December 2015 in accordance with the provisions of thePrudential Regulation Authority INSPRU.

Unrealised gains and losses on linked business investments are dealt with in the Long Term Business Technical Account.

Assets invested exceed the technical provision for linked liabilities by £443k (2014 : £851k).

10 DEBTORS AND CREDITORS

10a OTHER DEBTORS 2015 2014£’000 £’000

Trade debtorsTax to be recovered

10b CREDITORS AND ACCRUALS2015 2014£’000 £’000

Trade creditorsOther creditors and accruals

6,14332,81170,01719,93516,142

494323303690411

1,016

148,285

129,874

5,143----------

5,143

5,724

-32,81170,01719,935

- 494323--

4111,016

125,007

105,788

1,000---

16,142--

303690-

-

18,135

18,362

98922

1,011

76722

789

1451,6131,758

801,6211,701

Page 50: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

I 47ANNUAL REPORT 2015

11 TANGIBLE ASSETSOffice &Computer Owner occupied New Equipment Premises Premesis Motor Vehicles Total£’000 £’000 £’000 £’000

Cost:1 January 2015 AdditionsTransfer of EngagementsDisposals

31 December 2015

Depreciation:1 January 2015 Charge Disposals

31 December 2015

Net Book Value:31 December 2015

31 December 2014(Restated)

12 RESERVES PROVIDED FOR BY THE RULES AND OTHER SPECIFIC PURPOSES

The reserves comprise those funds with specific purposes as laid down in the rules of the Society.

Movement in the year: 2015 2014£’000 £’000

Balance at 1 January

Transfer to Non Technical Account

Balance at 31 December

41---

41

6

10-

16

25

35

1,2682191

( 177 )

1,311

1,007200( 177 )

1,030

281

261

2,311

( 21 )

2,290

2,333

( 22 )

2,311

88---

88

2219-

41

47

66

Notes to the Financial Statements

6,5882191

( 177 )

6,631

1,035229 ( 177 )

1,087

5,544

5,553

5,191---

5,191

---

-

5,191

5,191

Page 51: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

I 48ANNUAL REPORT 2015

Notes to the Financial Statements13 FUND FOR FUTURE APPROPRIATIONS

The fund for future appropriations comprises all funds, the allocation of which had not been determined by 31 December 2015.

Movement in year: 2015 2014 £’000 £’000

Balance at 1 JanuaryTransfer from Long Term Business Technical AccountSurplus on Non Technical AccountNet Pension Scheme actuarial gains/(losses)Other

Balance at 31 December

The balance at the accounting date arises as follows: 2015 2014£’000 £’000

Technical Account: Long Term BusinessNon Technical Account

14 INVESTMENT INCOME

Technical account: Long Term Business:2015 2014 £’000 £’000

Investment propertyShares and other variable yield securitiesDebt and other fixed income securitiesBank and building society interestMortgagesOther

Gain on Realisation of Investments

Non Technical Account:

Land and buildingsShares and other variable yield securitiesDebt and other fixed income securitiesBank and building society interestBranch loan interest

14,4485,205171

1,2236

21,053

13,8947,159

21,053

14,09282496

( 587 ) 23

14,448

8,6895,765

14,448

5003,4981,556858312

6,4272,1378,564

2,0631,13691914210

4,270

143,8131,4699701

95

6,3621063

7,425

2,35292093213811

4,353

Page 52: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

I 49ANNUAL REPORT 2015

Notes to the Financial Statements

15 LONG TERM BUSINESS - CHANGE IN OTHER TECHNICAL PROVISIONS

2015 2014£’000 £’000

Continuing Long Term Business (Note 20c)

16 INVESTMENT RETURN TO INVESTING BRANCHES

2015 2014£’000 £’000

Investment income Gains on realisation of investments Movement in unrealised gains on investments

17 GUARANTEES AND OTHER FINANCIAL COMMITMENTS

Total minimum lease payments payable under non-cancellable operating leases were in respect of leases expiring:

2015 2014£’000 £’000

Land and buildings: Other:

( 153 )32,271

3,8883,449173

7,510

671

77

3,9244,2092,393

10,526

629

35

Page 53: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

I 50ANNUAL REPORT 2015

Notes to the Financial Statements

18 AUDITOR’S REMUNERATION

2015 2014£’000 £’000

Audit related assurance servicesOther assurance services Non-audit services - TaxationAll other services - Due diligence re Transfer of Engagements

Total (exclusive of value added tax)

Other assurance services relate to the audit of the Insurance Regulatory Return required as a Directive Society.

19 APPROPRIATE ACTUARY

The Society has requested the Appropriate Actuary to furnish to it the particulars specified in Section 77 ofthe Friendly Societies Act 1992 and the particulars furnished pursuant to the request are identified below:

(a) The Appropriate Actuary of the Society was Mr Scott Robinson, FIA, of Willis Towers Watson Limited between 1 January 2015 and 17 July 2015, and Mr David Addison, FIA, of Willis Towers Watson Limited between 17 July 2015 and 31 December 2015. Neither Mr Robinson or Mr Addison is a member of the Society.

(b) Mr Robinson and Mr Addison had no other pecuniary interest in any transaction between the actuary and the Society subsisting at any time during the year save their interests in respect of the amounts disclosed in (c) below.

(c) Both Mr Robinson and Mr Addison were employees of Towers Watson Limited during the period of their appointments. The only remuneration was the fees for professional services paid to Willis Towers Watson Limited for the services provided by the firm, and the amount payable in this respect amounted to £573,303 exclusive of Value Added Tax. No other benefits were paid.

(d) Mr Robinson and Mr Addison did not receive, nor will receive any other pecuniary benefit.

20 LONG TERM BUSINESS

(a) Capital Statement

The following summarises the capital resources and requirements of the Independent Order of Odd Fellows Manchester Unity Friendly Society Limited as determined for UK regulatory purposes.

Available capital resources

The life insurance business is made up of five funds, the MU Long Term Business Fund (“MU Fund”), the IdealFund, the Nottingham Fund, the Schoolteachers Fund and the Druids Fund. The figures shown reflect the capital resources within the combined life insurance business.

31 December 2015

31 December 2014

16828230

219

149272223

221

13,894

8,689

7,159

5,759

21,053

14,448

Total lifeinsurance£’000

Other activities£’000

Total£’000

Page 54: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

I 51ANNUAL REPORT 2015

Notes to the Financial StatementsMovement in capital resources

Total available capital resources at 1 January 2015

Change in assetsPremiums less claims and expenses Investment incomeRealised and unrealised losses on investmentsTransfer of engagementsDruids fund as at 31 December 2015Total change in assets

Change in liabilitiesChange in provision for linked liabilitiesChange in long term business provisionCost of bonusDruids fund as at 31 December 2015Total change in liabilities

Total available capital resourcesat 31 December 2015

Analysis of liabilities at 31 December 2015

With-profit liabilitiesNon–profit businessUnit-linked

Total provisions included in the Balance Sheet

Deferred acquisition costsReinsurers’ share of technical provisions

Analysis of liabilities at 31 December 2014

With-profit liabilities Non–profit businessUnit-linked

Total provisions included in the Balance Sheet

Deferred acquisition costsReinsurers’ share of technical provisions

The basis for setting the technical provisions is included in note 20b to the Financial Statements.

Total Lifeinsurance£’000

Total Lifeinsurance£’000

Total Lifeinsurance£’000

8,721

( 5,550 )5,282( 3,148 )

6341,958

38,605

( 1,445 )( 4,224 )

80238,29633,429

13,894

48,39513,877147,447

209,719

107( 16 )

33,57013,686129,023

176,409

130( 28 )

Page 55: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

I 52ANNUAL REPORT 2015

Notes to the Financial Statements

Management of risks in the life insurance businessThe Society ensures that management of the Long Term Business is appropriate and proportionate for a directive society.

To accomplish this the Society will continue to ensure that:• sufficient assets are set aside to meet Long Term Business liabilities;• the strategy for the distribution of any free assets within the Long Term Business is appropriate for the businessconcerned, and in particular, the discretionary allocation of bonuses is decided by the Board;

• liquid investments are sufficient to meet benefit payments;• workflow and resources are planned to ensure that Long Term Business can be administered in a proper manner; and

• due regard is paid to risks that might impact on how the Long Term Business is managed.

In implementing these measures, the Society adheres to the PRA principles, rules and guidance applicable toLong Term Business to ensure that the requirement and expectations of customers are met and that they aretreated fairly.

Sensitivities of the capital positionThe capital position is sensitive to changes in market conditions, which may affect the value of assets and/orliabilities. It is also sensitive to assumptions and experience relating to mortality, expenses and persistency, and toa lesser extent morbidity.

Sensitivities are performed on changes in the asset values and the discount rate used to value the liabilities.These sensitivities allow for changes in the value of equities, property and fixed interest assets. The current levelof the sensitivity is a 10% fall in the equity value, a 20% fall in the property value and the most onerous of anincrease/decrease in the fixed interest yield by 48 basis points.

Management of insurance risk

The Society’s management of insurance risk is a critical aspect of its business. The primary insurance activitycarried out by the Society comprises the assumption of the risk of loss from persons that are directly subject tothe risk. Such risks in general relate to life, accident, health and financial perils that may arise from an insurableevent. As such, the Society is exposed to the uncertainty surrounding the timing and severity of claims under therelated contracts. The principal risk is that the frequency and severity of claims is adverse to that expected. Thetheory of probability is applied to the pricing and provisioning for a portfolio of insurance contracts. Insuredevents are, by their nature, random, and the actual number and size of events during any one year may vary fromthose estimated using established statistical techniques. The risk under assurance policies is partly naturallyhedged by risks under annuity policies where the exposure is to the risk of longevity.

The main insurance risks can be summarised as follows:

• Mortality – the risk that the Society’s experience of life assurance policyholders is different from that expected. For life assurance the risk is that more policyholders die than expected;

• Morbidity – the risk that more of the Society’s health insurance policyholders fall ill or become incapacitated than expected;

• Persistency – the risk that policies do not remain in force and are for any reason lapsed, made paid-up, surrendered or transferred prior to maturity or expiry. For policies without guarantees, the risk is generally that fewer policies remain in force than expected. For those with guarantees, the risk is generally that more remain in force than expected;

• Annuitant longevity – the risk that the annuitant lives longer than assumed in the pricing and reserving basis used; and

• Expenses – the risk that actual expenses are higher than those expected.

In addition, it is necessary for the Society to make decisions which ensure an appropriate accumulation of assetsrelative to liabilities. These decisions include the allocation of investments between classes, the setting ofpolicyholder bonus rates and the setting of surrender terms.

The primary responsibility for managing insurance risk falls to the Insurance Committee. This Committee hasresponsibility for the setting of policy and for monitoring the levels of risk arising from mortality, morbidity,persistency and expenses. The Committee also considers the Society’s reinsurance coverage.

The management of insurance risk and information around sensitivity analysis is disclosed further within note 20Long Term business.

Page 56: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

I 53ANNUAL REPORT 2015

Concentration risk

The Society has historically written a diverse mix of business across a diverse group of people and has nomaterial concentrations of risk by product type. However, as the Society has written substantially all of theirbusiness in the UK, results are sensitive to demographic and economic changes arising in the UK.Concentrations of insurance risk are considered by the Insurance Committee to ensure that the risk is within theSociety’s overall risk appetite.

The Society seeks to mitigate the risk of excess concentrations of risk through the use of reinsurance, portfolioanalysis and risk limits.

The key risks to the Society’s life insurance business are market risks, insurance risks and expense risks,particularly the inflation of expenses. The investment performance, expenses and other risks to the life insurancebusiness are monitored regularly by the Main Board, or delegated to the Commercial Board or InsuranceCommittee as appropriate.

In the event of an adverse situation arising, the Society would take action to reduce the impact. These actionsmay include:• reducing the rates of terminal bonus and/or reversionary bonuses;• immediate sale of higher risk assets; and• reducing overheads (to the extent possible without affecting the operation of the life assurance business).

(b) Provision

The principal assumptions used in the calculation of the long term business provision in 2015 were as follows:

Class of Business Mortality tables Rate of Interest %UIEF, Ex-UIRF and MSAUIEFWP annuities 90% IMA92C10/IFA92 - 3 0.85 Annuities in payment 90% IMA92C10/IFA92 - 3 2.36Ex – Philanthropic Non profit 77% AM/FC00 2.36

With profit 0.85Other UIEF Non profit 88% AM/FC00 2.36

With profit 0.85

Ex-UIRF 2.36

Fifty Plus 110% MU 1970Other UIRF Value of payment offered

Ideal Fund:Life and Pensions (non - linked)Tax exempt Non profit 77% AM/FC00 2.36

With profit 0.81

Taxable Non profit 77% AM/FC00 2.36With profit 0.81

Pensions term assurance 110% AM/FC00 2.36

Life and Pensions (unit - linked)Life plans 110% AM/FC00 2.42Sovereign bonds 110% AM/FC00 2.42Pension plans 110% AM/FC00 2.42

SicknessAll 66% AM/FC00 0.81

With Profit Sub FundAll 110% AM/FC00 0.81

Notes to the Financial Statements

Page 57: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

ANNUAL REPORT 2015 I 54

Notes to the Financial StatementsRate of Interest %

Nottingham Fund:Life and Pensions (non - linked)With Profit Tax Exempt 126% AM/FC00 (77% whole of life) 2.24 With Profit Taxable 126% AM/FC00 (77% whole of life) 2.24

Non Profit Tax Exempt 126% AM/FC00 (77% whole of life) 1.91Non Profit Taxable 126% AM/FC00 (77% whole of life) 1.91ISA Bonds and AccumulatingWith Profit policies 126% AM/FC00 (77% whole of life) 1.91

5 Year Bond 126% AM/FC00 (77% whole of life) 1.91Annuities 45% IML92/IFL92 Rated down 3 yrs 1.91

Cremation 126% AM/FC00 1.9150 plus plan 100% AM/FC00 1.91Funeral plans 165% AM/FC00 1.91Term assurance / Mortgage protection 110% AM/FC00 1.91

Schoolteachers:Sickness Income Plan 144% AM/FC00 1.50Tax Exempt Investment Plan 176% AM/FC00 1.00Child Trust Fund n/a 1.00Sickness n/a 1.50

The method of the calculation of the long term business provision is described in the accounting policy note.

DruidsChild Trust Fund 60% ELT16 n/aLancashire and Cheshire 100% PML92

100% PA90 (f) rated down 10 yrs 2.36Free Gardners 100% ELT15 2.36Other non-profit 85% AMC00/140%AFC00 2.36With-profit 85% AMC00/140%AFC00 0.36Unitised with-profit 85% AMC00/140%AFC00 2.36With-profit (6% RB) 85% AMC00/140%AFC00 -3.64With-profit (4% RB) 85% AMC00/140%AFC00 -1.64

(c) Movements in the technical provision (Gross of Reinsurance)2015 2014£’000 £’000

Balance at 1 JanuaryLong Term Business provision Reinsurer’s share of long term business provision Provisions for linked liabilities

Druids Transfer of engagementsChanges in technical provisionsBonuses

Balance at 31 DecemberLong Term Business provision Reinsurer’s share of long term business provisionProvisions for linked liabilities

47,385( 28 )

129,023

176,380

43,576 ( 11,305 )1,159

209,810

62,379( 16 )

147,447

209,810

47,772( 94 )

128,080

175,758

- ( 153 )775

176,380

47,385( 28 )

129,023

176,380

Page 58: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

I 55ANNUAL REPORT 2015

Notes to the Financial Statements

(d) Assets

The total amount of assets representing the Long Term Business fund valued in accordance with the Friendly Societies (Accounts and Related Provisions) Regulations 1994 at 31 December 2015 were £223.6m (2014 : 183.4m).

21 RELATED PARTY DISCLOSURES

The Society is controlled by its members through an Annual Moveable Conference of Deputies. The Board of Directors governs the affairs of the Society between each conference.The Society is a related party to the following:

MU Pension SchemeMU Pension Trustees LimitedMU Housing Association LimitedFriends of the Manchester Unity Housing Association LimitedManchester Unity Credit Union LimitedIdeal Insurance (Holdings) LimitedIdeal Insurance Company Limited

In every case members of the Society’s Board of Directors including the Chief Executive have substantial control or influence by their involvement in the management structure of each organisation.

The Society operates disbursement accounts with the concerns as appropriate. In addition the Society provides financial support and sponsorship to the Manchester Unity Credit Union Limited in respect of direct overhead costs, which in 2015 totalled £16k (2014 : £15k).

22 CONTINGENT LIABILITIES

The Society’s General Rule 77D contains provisions to underwrite liabilities and guarantee performance of all Branches.

The Board of Directors is not aware of any such potential liabilities arising at 31 December 2015 (2014 : £NiI).

Page 59: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

ANNUAL REPORT 2015 I 56

Notes to the Financial Statements

23 PENSION SCHEME BENEFITS

The funds of the Scheme are actuarially valued by Willis Towers Watson Limited every three years. The most recent full valuation was carried out at 31 March 2015.

Total employer contributions in the accounting period ended 31 December 2015 were £444k (2014 : £412k). The employer contribution rate remained at 32.7% for all contributing members of the Scheme throughout 2015.

The Balance Sheet surplus for the Scheme has increased from £28,000 to £1,140,000 over the accounting period. While Scheme assets have performed fairly well over the period, the actuarial value of Scheme liabilities has decreased over the year to £18,743,000 (compared with £19,110,000 at the end of 2014). This is mainly due an increase in the discount rate as well as a decrease to assumed future salary and pension increases.

The cost recognised in the Income & Expenditure Account is higher than the equivalent figure last year (£555,000compared with £412,000 in 2014). This is mainly due to an increase in the service cost as a result of the change in financial conditions.

The results are particularly sensitive to the key assumptions, such as the discount rate, level of pensionable salary growth, level of price inflation and mortality. As well as the changes to financial assumptions flagged above, the mortality assumption has also changed since the 2014 year end, with a drop in life expectancies also acting to reduce the liabilities.

Society provisions and assumptionsThe benefits have been valued in accordance with the provisions of the Scheme’s Trust Deed and Rules dated 26February 1998, and subsequent deeds of amendment. It is our understanding that there were no significant changes in benefit structure of the Scheme, or the method by which these are valued over the last year.

The Society revalues most of members’ deferred pensions between their date of leaving and date of retirement inline with inflation in accordance with statutory requirements.

With effect from 2011, the measure of inflation used to increase such deferred pensions was the Consumer Prices Index (“CPI”). Prior to this change announced by the Government the Retail Prices Index (“RPI”) was used.CPI is now the effective indexation for deferred pension increases in the Scheme going forward. In light of this, CPI has been used as the basis for the pension increases in deferment in producing these FRS 102 disclosures.

It should be noted that the results and position shown have been calculated by reference to investment market conditions as at 31 December 2015. Considerable volatility in these figures is possible from year to year if market returns and yields should differ materially in future years from those assumed.

FRS 102 DisclosuresThis year the accounting information is presented in a slightly different format to previous years reflecting the move to Financial Reporting Standard 102 (FRS 102). 2014 disclosures were provided under Financial Reporting Standard 17, which has now been superseded by FRS 102 and such the 2014 comparative figures in this Section have been restated under this new standard.

One of the main changes introduced by FRS 102 is the replacement of interest cost and expected return on assets with net interest on net defined benefit liability/(asset). This net interest income/cost is measured based onthe Scheme’s discount rate.

Under FRS 102, a surplus can be recognised to the extent that it can offset contributions for future service, or where it forms part of a potential refund of surplus.

MortalityThe mortality tables used for both males and females is SAPS 2 “All” tables (S2PXA) based on members’ years ofbirth projected in line with CMI 2014 projections from 2007 with a 1.5% pa long term trend rate. The table overleafshows the representative mortality probabilities over a year for a member of a given age and sex.

Expected lifetimeThe expected lifetime of a participant who is age 65 and the expected lifetime (from age 65) of a participant who will be age 65 in 15 years are shown in years below based on the above mortality tables.

Age Males Females65 in 2015 22.6 24.765 in 15 years 24.2 26.4

Page 60: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

I 57ANNUAL REPORT 2015

Notes to the Financial Statements

Income & Expenditure 2015 2014 £’000 £’000

Effect of employee service in the current period 420 357Net interest on net defined asset ( 11 ) ( 39 )Defined benefit cost recognised in Income & Expenditure 409 318Administration costs incurred during the period 146 94Employer contribution ( 444 ) ( 412 )Other costs - ( 94 )Cost recognised in Income & Expenditure 111 ( 94 )

Other Comprehensive Income (OCI)Actuarial (gain)/loss arising during period ( 1,031 ) 1,564 Return on plan assets (greater) than discount rate ( 192 ) ( 977 ) Remeasurement effects recognised in OCI ( 1,223 ) 587

Total Defined Benefit Cost Cost recognised in Income & Expenditure 555 94Remeasurement effects recognised in OCI ( 1,223 ) 587 Total defined benefit cost ( 668 ) 681

Assumptions Used to Determine Defined Benefit Cost1

Discount rate 3.6% 4.4%Price inflation (RPI) 3.2% 3.6%Price Inflation (CPI) 2.2% 2.6%Long-term rate of return on assets 3.6% 4.4%Rate of salary increase 4.7% 5.1%Pension increases for in-payment benefits:

• in respect of excess pensions accrued prior to 6 April 1997 (in excess of GMP) nil nil

• in respect of pensions accrued prior to 1 April 2006and after 5 April 1997 3.2% 3.6%

• in respect of pensions accrued after 31 March 2006 2.4% 2.4%Pension increases for deferred benefits 2.2% 2.6%

1These beginning of year assumptions were used to calculate the defined benefit cost recognised through Income& Expenditure. Rates are expressed on an annual basis.

Page 61: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

I 58ANNUAL REPORT 2015

Notes to the Financial Statements

Development of Net Balance 2015 2014 Sheet Position £’000 £’000

Defined benefit obligation (DBO) ( 19,110 )Fair value of assets (FVA) 19,138Defined benefit asset 28

Reconciliation to the Balance SheetNet defined benefit asset at end of prior period 615Effect of employee service in the current period ( 357 )Net interest on net defined benefit asset 39Remeasurement effects recognised in OCI ( 587 )Employer contributions 412Administration costs incurred during the period ( 94 )Net defined benefit asset at end of current period 28

Assumptions and Dates Used for Measurements Discount rate 3.75% 3.6%Price inflation (RPI) 3.25% 3.2%Price Inflation (CPI) 2.25% 2.2%Long-term rate of return on assets 3.75% 3.6%Rate of salary increase 4.25% 4.7%Pension increases for in-payment benefits:

• in respect of excess pensions accrued prior to 6 April 1997 (in excess of GMP) nil nil

• in respect of pensions accrued prior to 1 April 2006 and after 5 April 1997 3.0% 3.2%

• in respect of pensions accrued after31 March 2006 1.95% 2.4%

Pension increases for deferred benefits 2.25% 2.2%

Change in Defined Benefit Obligation (DBO)DBO at end of prior period 19,110 17,021Effect of employee service in the current period 420 357Interest cost on the DBO 678 734Remeasurement of the DBO ( 1,031 ) 1,564Scheme participants’ contributions 113 104Benefits paid from Scheme assets ( 547 ) ( 670 )

DBO at end of current period 18,743 19,110

Change in Scheme Assets 2015 2014 Sheet Position £’000 £’000Fair value of assets at end of prior period 19,138 17,636Interest income on Scheme assets 689 773Return on plan assets greater than discount rate 192 977Employer contributions 444 412Scheme participants’ contributions 113 104Benefits paid ( 547 ) ( 670 )Administrative costs paid ( 146 ) ( 94 )

Fair value of assets at end of current period 19,883 19,138

( 18,743 )19,8831,140

28( 420 )11

1,223444( 146 )1,140

Page 62: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

ANNUAL REPORT 2015

Scheme Asset Information

Target Allocation AllocationAllocation Percentage Percentage Range 31/12/15 31/12/14

Equity securities 50.0% 45.8% 48.9% Debt securities 40.0% 34.3% 36.7% Real estate/property 10.0% 9.3% 12.1%Cash 0.0% 3.5% 2.3%Other 0.0% 7.1% 0.0%Total 100.0% 100.0% 100.0%

Fair value of Society assets (£’000) £19,883 £19,138

24 EXPLANATION OF TRANSITION TO FRS 102 AND FRS 103

This is the first year that the Reports & Financial Statements have been presented under Financial Reporting Standard 102 (FRS 102) and Financial Reporting Standard 103 (FRS 103) issued by the Financial Reporting Council.

The following disclosures are required in the year of transition. The last financial statements under previous UK GAAP were for the year ended 31 December 2014 and the date of transition to FRS 102 was therefore 1 January 2015. As a consequence of adopting FRS 102 and FRS 103, a number of accounting policies have changed to comply with that standard. There are no material changes to accounting policy on a valuation basis; however there are a number of presentational changes arising from the transition. Such presentational changes include the adoption of deposit accounting presentation and the splitting of the contracts written by the Society between insurance and investment contract.Under FRS 102 owner occupied investment property has been reclassified on the Balance Sheet from land and buildings to tangible assets.

I 59

Notes to the Financial Statements

Page 63: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

ANNUAL REPORT 2015

Notes to the Financial Statements

I 60

24a RECONCILIATION TO FUND FOR FUTURE APPROPRIATIONS

1 January 2014 31 December 2014£’000 £’000

Fund for Future Appropriations reported

Under previous UK GAAP 14,139 14,495

Adjustments to Fund for Future Appropriationson transition to FRS 102

Loans secured by mortgage

1 Difference to amortised cost ( 47 ) ( 47 )

Fund for Future Appropriations 14,092 14,418

Notes to the reconciliation of Fund for Future Appropriations at 1 January 2014

1 Difference to the carrying balance to amortised cost

24b RECONCILIATION OF SURPLUS AND (DEFICIT)

1 January 2014 31 December 2014£’000 £’000

Surplus and (deficit) reported under previous UK GAAP 1,669 96

Adjustments to income and expenditure on transition to FRS 102

NON TECHNICAL ACCOUNTLoans secured by mortgage1 Difference to amortised cost - ( 2 )

2 Difference to the carrying balance to amortised cost - 2

Income and expenditure reported under FRS 102 1,669 96

Notes to the reconciliation of income and expenditure at 1 January 2014

1 Difference to the carrying balance to amortised cost.

Page 64: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

ANNUAL REPORT 2015 I 61

Notes to the Financial Statements

25 FINANCIAL INSTITUTION DISCLOSURE

Fair value is the amount for which an asset or liability could be exchanged between willing parties in an arm’s length transaction. The tables below show the determination of fair value according to a three-level valuation hierarchy. Fair values are generally determined at prices quoted in active markets (level 1). However, where such information is not available, the Society applied valuation techniques to measure such instruments. These valuation techniques make use of market observable data for all significant inputs where possible (level 2). Where inputs for the assets or liabilities are not based on observable market data (that is unobservable), fair values are classified as level 3. There are no non-recurring fair value measurements as at 31 December 2014 and 2015.

The majority of the Society’s instruments are valued based on quoted market information or observable market data. Owner occupied and investment properties are stated at their revalued amount, as assessedby qualified external valuers in line with the Society’s policy. further details can be found on page 44

The investment contract liabilities in level 2 of the valuation hierarchy represent the fair value of linked and non-linked liabilities valued using established actuarial techniques utilising market observable data for all significant inputs, such as investment yields. There have been no transfers between levels 1,2 and 3 in 2015.

Fair value measurement at 31 December 2015Level 1 Level 2 Level 3 Total £’000 £’000 £’000 £’000

Financial AssetsShares and other variable yield securities 51,430 51,430Debt and other fixed income securities 76,690 76,690Assets held to cover linked liabilities 148,285 148,285Investment properties 54,376 54,376Owner occupied property 5,191 5,191

Total 276,405 - 59,567 335,972

Financial liabilityInvestment contracts at fair value through profit and loss 143,949 143,949

Total 143,949 143,949

Fair value measurement at 31 December 2014Level 1 Level 2 Level 3 Total £’000 £’000 £’000 £’000

Financial AssetsShares and other variable yield securities 48,468 48,468Debt and other fixed income securities 75,774 75,774Assets held to cover linked liabilities 129,874 129,874Investment properties 34,693 34,693Owner occupied property 5,191 5,191Total 254,116 - 39,884 294,000

Financial liabilityInvestment contracts at fair value through profit and loss 125,330 125,330

Total 125,330 125,330

Page 65: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

I 62ANNUAL REPORT 2015

Notes to the Financial Statements

Management of financial risk

The risk management strategy forms an integral part of ensuring that risks are managed on alignment with theSociety’s objectives and business strategy and to maintain the financial stability of our policyholders, ourreputation, employees and assets. Further detail on corporate governance structure and the impact of currentmarket conditions are provided in the Strategic Report on pages 3 to 5.

The key financial risks faced by the Society are as follows:• Market risk;• Insurance risk;• Credit risk;• Operational risk; and• Liquidity risk.

Market risk

The Society manages its market risks within asset liability matching (ALM) frameworks that have been developedto reduce the degree to which asset and liability values diverge when investment markets change. The followingtable presents an analysis of the Balance Sheet for each distinct category of assets and liabilities which arereferred to in this Note:

31 December 2015 With-profit business

Non-profit business Unit-linked Other Total

£’000 £’000 £’000 £’000 £’000AssetsLand and buildings 15,540 1,214 - 37,622 54,376Shares and other variable yield securities 11,640 1,536 130,150 38,254 181,580Debt and other fixed income securities 26,099 13,985 - 36,606 76,690Loans secured by mortgage 58 - - 509 567Reinsurance assets 16 - - - 16Other debtors 48 - - 963 1,011Tangible assets - - - 5,544 5,544Cash at bank, building society and in hand 6,225 607 18,135 12,743 37,710Other assets ( 1,654 ) - - 4,310 2,655Total assets 57,972 17,341 148,285 136,551 360,149

Liabilities

Reserves provided for, by the rules andother specific purposes - - - 2,289 2,289

Insurance contract provision 33,184 12,689 10,820 - 56,693Investment contract provision 13,455 - 139,571 - 153,026Claims outstanding 782 - - - 782Provision for unearned premiums - - - 90 90Other liabilities - - - 147,269 147,269Total liabilities 47,421 12,689 150,391 149,648 360,149

Page 66: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

ANNUAL REPORT 2015 I 63

Notes to the Financial Statements

Asset price risk

Equity risk is the risk that the fair value or future cash flows of an asset or liability will fluctuate because of changesin market prices, other than those arising from interest rate risks. Those changes may be caused by factorsspecific to the asset or liability, or its issuer, or by factors affecting all similar assets or liabilities.

The Society’s exposure to this risk arises principally from its holdings in equities and investment properties. TheBoard sets the Society’s investment policy and strategy. Day to day responsibility for implementation is delegatedto the Society’s investment management with monitoring procedures in place.

The investment management agreement in place between the Society and the Investment Manager specifies thelimits for holdings in certain asset categories. Asset allocation and performance benchmarks are set, whichensure that each fund has an appropriate mix of assets and is not over or under-exposed to a particular categoryor specific investment. The Society’s Commercial Board monitor the actual asset allocation and performanceagainst the benchmark.

A sensitivity analysis to changes in the market prices of equities and property is included in Sensitivity below.

Liquidity

Liquidity risk is the risk that adequate liquid funds are not available to settle liabilities as they fall due and ismanaged by forecasting cash requirements and by adjusting investment management strategies to meet thoserequirements. Liquidity risk is generally mitigated by holding sufficient investments which are readily marketable insufficiently short timeframes to allow the settlement of liabilities as they fall due. The Society’s substantial holdingsof money market assets also serve to reduce liquidity risk. The table below represents our best estimate of theundiscounted claim profile arising from the in force contracts. The claim profile allows for full and partialsurrenders, regular withdrawals, death claims and retirements as well as maturities. All assumptions on expectedrates are consistent with our valuation assumptions.

31 December 2014 With-profit business

Non-profit business Unit-linked Other Total

£’000 £’000 £’000 £’000 £’000AssetsLand and buildings 1,871 489 - 37,524 39,884Shares and other variable yield securities 4,477 4,298 111,513 39,693 159,981Debt and other fixed income securities 24,074 14,892 - 36,807 75,773Loans secured by mortgage 22 - - 601 623Reinsurance assets 28 - - - 28Other debtors 28 - - 761 789Tangible assets - - - 362 362Cash at bank, building society and in hand 5,207 587 18,361 11,437 35,592Other assets ( 876 ) 1 - 2,149 1,274Total assets 34,831 20,267 129,874 129,378 314,306

Liabilities

Reserves provided for, by the rules andother specific purposes - - - 2,311 2,311

Insurance contract provision 30,240 13,311 10,404 - 53,955Investment contract provision 873 - 121,452 - 122,325Claims outstanding 770 - - 12 782Provision for unearned premiums - - - 101 101Other liabilities - - - 134,832 134,835Total liabilities 31,883 13,311 131,856 137,256 314,306

Page 67: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

ANNUAL REPORT 2015 I 64

Notes to the Financial Statements

31 December 2015

Carrying values and cash flows arising from:

0-5years

5-10years

10-15years

15-20years

>20years

Total

£’000 £’000 £’000 £’000 £’000 £’000

Non-linked liabilities 17,964 15,832 6,024 2,142 3,130 45,092

Unit-linked liabilities 25,269 75,854 82,227 5,402 8,488 197,240

Total 43,233 91,686 88,251 7,544 11,618 242,332

The maturity analysis for unit-linked insurance and investment contracts presents all the liabilities as they falldue in the earliest period in the table because they are repayable or transferrable on demand.

Interest rate

Interest rate risk is the risk that the fair value or cash flows of a financial instrument will vary as market rates ofinterest vary. For the Society, interest rate risk arises from holding assets and liabilities – actual or notional –with different maturity or re-pricing dates, creating exposure to changes in the level of interest rates, whetherreal or notional. It mainly arises from the Society’s investments in debt and fixed income securities, which areexposed to changes in interest rates.

Exposure to interest rate risk is monitored using scenario testing, stress testing and asset and liability durationcontrol.

The Society manages interest rate risk using performance benchmarks with appropriate durations.

A sensitivity analysis to interest rate risk is included in section below.

Sensitivity

The impacts on the Society’s results from sensitivities are detailed in the table below. For each sensitivity testthe impact of a reasonably possible change in a single factor is shown, with other assumptions leftunchanged. The variables are:

a) A 10% increase or decrease in the value of equity instruments;

b) A 20% increase or decrease in the value of properties; and

c) A 48* basis point increase and decrease per annum in the market rates of interest.

*The sensitivity for fixed interest security +44bp -44bp are based on the requirements of the Risk CapitalRequirement (RCR) calculator.

Page 68: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

ANNUAL REPORT 2015 I 65

Notes to the Financial Statements

Market values and rates can move sharply over short periods. The percentage changes shown in this table aredesigned to show the sensitivity of the Society Balance Sheet to a range of market movements. However the exactvalue of the changes is purely representative and are not necessarily of equal probability of minimum or maximumannual changes.

Credit risk

The Society has exposure to credit risk, which is the risk that a counterparty will be unable to pay amounts in fullwhen due. Key areas where the Society is exposed to credit risk are:

• Counterparty risk with respect to debt securities and cash deposits;• Reinsurers’ share of insurance liabilities;• Amounts deposited with reinsurers in relation to investment contracts;• Amounts due from reinsurers in respect of claims already paid; and• Insurance and other receivables.

In addition there will be exposures to individual policyholders, on amounts due on insurance contracts. These aretightly controlled, with contracts being terminated or benefits amended if amounts owed are outstanding for morethan a specified period of time, so that there is no significant risk to the results of the Society.

The Society structures the levels of credit risk taken in by placing limits on their exposure to a single counterparty,or group of counterparties. Such risks are subject to at least an annual review, whole watch lists are maintained forexposures requiring additional review.

Although the Society holds a significant proportion of financial assets in debt securities, the risk of default on theseis mitigated to the extent that any losses arising in respect of unit-linked assets backing the insurance andinvestment contracts which the Society issue, would effectively be passed on to the policyholders and investorsthrough the unit-linked funds backing the insurance and investment contracts.

31 December 2015 Equity prices

Fixed interestsecurities

Propertyvalues

+10% -10% +48bp -48bp +20% -20%Impact on Profit before tax 1,194,125 ( 1,194,125 ) ( 487,114 ) 143,472 3,540,896 ( 3,540,896 )Total 1,194,125 ( 1,194,125 ) ( 487,114 ) 143,472 3,540,896 ( 3,540,896 )

31 December 2014 Equity prices

Fixed interestsecurities*

Propertyvalues

+10% -10% +44bp -44bp +20% -20%Impact on Profit before tax 901,322 ( 901,322 ) ( 592,321 ) 445,081 472,058 ( 472,058 )Total 901,322 ( 901,322 ) ( 592,321 ) 445,081 472,058 ( 472,058 )

Page 69: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

I 66ANNUAL REPORT 2015

Notes to the Financial Statements

The following table presents the assets of the Society which are subject to credit risk and reconciliation to thebalance sheet carrying value of each item:

The amounts presented above as not being subject to credit risk, represent unit-linked assets where the risk isborne by the holders of unit-linked insurance and investment contracts, except for (i) reinsurers’ share of insurers’contract provisions and (ii) amounts deposited with reinsurers in respect of investment contracts.

31 December 2015

Amounts not subject to credit risk

Amountssubject to credit risk

Balance Sheetcarrying value

£’000 £’000 £’000

Shares and other variable yield securities 51,430 51,430

Debt and other fixed income securities - 76,690 76,690

Assets held to cover linked liabilities - 148,285 148,285

Loans secured by mortgage - 567 567

Reinsurers share of technical provisions - 16 16

Cash at banks, building sociteties and in hand - 19,575 19,575

Pension Scheme asset - 1,140 1,140

Total - 297,703 297,703

31 December 2014

Amounts not subject to credit risk

Amountssubject to credit risk

Balance Sheetcarrying value

£’000 £’000 £’000

Shares and other variable yield securities - 48,468 48,468

Debt and other fixed income securities - 75,774 75,774

Assets held to cover linked liabilities 129,874 129,874

Loans secured by mortgage - 580 580

Reinsurers share of technical provisions - 28 28

Cash at banks, building sociteties and in hand - 17,230 17,230

Pension Scheme asset - 22 22

Total - 271,976 271,976

Page 70: FINANCIAL STATEMENTS 2015 - The Oddfellows · was further developed in 2015 as was the front end of our Membership database making the information we have ... meeting members’ expectations

ANNUAL REPORT 2015

Notes to the Financial Statements

I 67

The Society’s exposure to credit risk is summarised as:

No credit limits were exceeded during the year ended 31 December 2015.

Credit rating

31 December 2015

AAA AA A Below A Unrated Total

£’000 £’000 £’000 £’000 £’000 £’000

Shares and other variable yield securities 51,430 51,430

Debt and other fixed income securities 2,791 48,637 9,756 15,506 - 76,690

Assets held to cover linked liabilities 1,303 146,982 148,285

Loans secured by mortgage 567 567

Reinsurers share of technical provisions 16 16

Cash at banks, building societies and in hand 10,732 8,843 19,575

Pension Scheme asset 1,140 1,140Total 2,791 48,637 21,791 15,506 208,978 297,708

Credit rating

31 December 2014

AAA AA A Below A Unrated Total

£’000 £’000 £’000 £’000 £’000 £’000

Shares and other variable yield securities 48,468 48,468

Debt and other fixed income securities 2,008 45,069 11,463 3,150 4,084 75,774

Assets held to cover linked liabilities 1,314 128,560 129,874Loans secured by mortgage 580 580Reinsurers share of technical provisions 28 28Cash at banks, building societies and in hand 10,092 7,138 17,230Pension Scheme asset 28 28Total 2,008 45,069 22,869 13,150 188,886 271,982