Annual Report and Accounts 2010

Chairman's statement

The Board's focus in 2010 was on restructuring the Group, reducing debt and improving financial performance. I am pleased to be able to report substantial progress towards our short-term performance goals and a good start towards attainment of our medium-term restructuring targets.

Patrick O'Sullivan
Chairman

In 2010 we started to deliver on our promises, and we remain firmly focused on achieving our goals.

Overview of 2010

The Board's focus in 2010 was on restructuring the Group, reducing debt and improving financial performance. I am pleased to be able to report substantial progress towards our short-term performance goals and a good start towards attainment of our medium-term restructuring targets.

The Company achieved adjusted operating earnings per share on an IFRS basis of 16.0p for the year, a very satisfactory 38% increase over the 11.6p for 2009 (as restated). The results reflect management's determination to improve underlying performance in our various businesses while setting industry-leading risk management standards in our operations.

The sale of our US Life business, expected to complete soon, will improve the Group's overall risk profile significantly. We have taken a write-down of £827m in the value of US Life, based on the agreed sale transaction terms, leading to a loss from discontinued operations of £713m and an overall Group basic IFRS loss for the year of £24m.

Building on our leading presence in South African markets, we are making progress in transforming our Long-Term Savings business - not only in Emerging Markets, but also in those developed markets of Europe where we have or can build sustainable competitive advantage. Although we were disappointed that negotiations to sell our controlling stake in Nedbank fell through during the year for reasons beyond our control, we remain very satisfied with the earnings stream from this investment and continue to see the bank as a key contributor to the Group. The Group is committed to achieving its target, announced in March 2010, of reducing debt by an aggregate £1.5 billion by the end of 2012.

Board developments

At the start of my chairmanship, I committed to a gradual restructuring of the Board. This process is well under way. Richard Pym retired from the Board in August 2010 at the end of his first three-year term because of the pressure of other commitments. He was replaced by Roger Marshall, who joined as an independent non-executive director and succeeded Richard as chairman of our Group Audit Committee. Alan Gillespie joined as an independent nonexecutive director in November 2010. He will succeed Rudi Bogni as our Senior Independent Director when Rudi retires at the 2011 AGM. Nigel Andrews also retires at this year's AGM. We were delighted to announce the appointment of our first female director at plc level, Eva Castillo, in February 2011.

I would like to extend my thanks to Richard, Rudi, Nigel and the other non-executive directors for their wisdom and contribution during my first year in the chair and their willingness to commit their knowledge and experience in helping reshape our strategy. In formally welcoming Eva, Roger and Alan, I know we have a Board which can face up to the challenges of strategy implementation and future growth. We continue to look to renew and refresh the Board's mix of skills and experience from a broad stakeholder point of view.

On behalf of my Board colleagues, I would also like to express our sincere appreciation for the continued dedication and efforts of the Group's employees during 2010 - especially to our colleagues at Nedbank, for their focus on delivering improved results during a period of significant uncertainty.

Dividend

The Board is recommending an increased final dividend for the year ended 31 December 2010 of 2.9p per share (or its equivalent in other applicable currencies). It will be paid on 31 May 2011, subject to approval by shareholders at this year's AGM. Together with the interim dividend of 1.1p per share paid in November 2010, this makes a total of 4.0p for the year. The Board has confirmed its commitment to a progressive dividend policy for the future.

Following the successful launch of our scrip dividend scheme last year, we are again offering eligible shareholders the opportunity to increase their shareholdings in the Company by receiving new shares instead of the cash dividend. Further details of how to participate in the scheme are available on the Company's website.

Annual General Meeting

This year's AGM will again be webcast from our offices in London, where it will take place on Thursday 12 May 2011. There will be an opportunity for shareholders to submit questions in advance, if they wish, to be dealt with during the AGM. The AGM circular enclosed with this report includes further details of the webcast, the resolutions to be proposed and the procedure for submitting questions ahead of the meeting.

Future

In 2010 we started to deliver on our promises, and we remain firmly focused on achieving our remaining goals.

This Group has an illustrious past, which has been tarnished by some poor strategic decisions during the past 11 years. We have begun reshaping and improving our businesses and financial structure so that the next decade will see us delivering real shareholder value and playing our full part in the continued development of the markets in which we operate, while recognising the opportunities and commitments that come with our position in South Africa.

Patrick O'Sullivan
Chairman
8 March 2011

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