2015 financial details
Transcription
2015 financial details
Fiscal Year 2015 BOARD OF DIRECTORS’ REPORT TO THE GENERAL MEETING OF MAY 11, 2016 2015 KEY FIGURES € 1,287 m Premium income (gross of retrocessions) Total claims expense (gross of retrocessions and excluding internal management costs) Net financial income Administrative costs (other than financial) Net profit Managed assets (net book value) € 689 m € 174 m 1 € 57 m € 216 m € 8,788 m 2 Shareholder's equity before appropriation of profit for the year € 2,185 m Gross technical reserves € 6,853 m Total assets € 9,189 m Personnel (headquarters and branch offices) 267 employees Loss ratio 61.0% 3 Combined ratio 76.8%3 Returns on financial and real estate investments (excluding deposits with cedents and changes in unrealized capital gains and losses) 1 2 3 2.0 % Includes other non-technical income and charges (€ +0.5 m in 2015) relating to a theoretical tax credit on the capitalization reserve CCR financial and real estate investments including cash positions These two ratios are calculated net of retrocessions relating to all non-life reinsurance activities (all lines of business and administrative costs included) and by including variations in equalization reserves in the total claims expense. They are restated to reflect the impact of exceptional allowances to the reserve for claims expenses recorded during the year. PREMIUM INCOME Premium income for fiscal 2015, gross of retrocession and for all activities combined, amounted to € 1,287.2 million (€ 1,276.4 m at constant exchange rates), down 2.7% (or 3.5% at constant exchange rates) compared to premium income for 2014 which stood at € 1,323.0 million. Of this amount, 67.5% was generated by State-guaranteed reinsurance and 32.5% by open market reinsurance. For State-guaranteed reinsurance, premiums amounted to € 868.6 million, down 1.0% compared to 2014. - Premiums from the reinsurance of natural disasters in France account for 91.3% of the aforementioned amount (or € 793.4 million). The relative stability of premium collection (limited decrease of 0.5% between 2014 and 2015) is due to prior-year premium accruals. - Premium income from the reinsurance of terrorist acts for small and medium risks (for which capital insured is less than € 20 million) rose by 2.9% to € 45.4 million due to an increase in the treaty base. - The reinsurance business from the GAREAT terrorist acts pool, which is the co-reinsurance pool for large risks, contributed € 20.6 million of premiums in 2015, compared to € 21.1 million the year before. Taken in aggregate, the two segments reinsuring terrorist acts generated € 66.0 million in premiums (up 1.2%), accounting for 7.6% of State-guaranteed reinsurance premium income. - Finally, the reinsurance of so-called exceptional risks generated € 9.0 million of premium income in 2015, a decrease compared to the € 14.7 million recorded in 2014. This activity covers the reinsurance of risks related to war, civil commotion and similar risks in respect of the use of all means of transport or relating to goods being transported or stored, as well as the reinsurance of third party liability coverage of nuclear vessel and power plant operators. For CCR, this activity represents 1.0% of State-guaranteed reinsurance. Premium income from open market reinsurance amounted to € 418.7 million, a decrease of 6.1% compared to 2014 due essentially to a lower than expected volume of underwriting during the year. At constant exchange rates, premium income from open market reinsurance decreased by 8.5%. This change is detailed as follows: - Premium income from non-life business amounted to € 326.1 million, a decrease of 5.9% compared to 2014 (a decrease of 8.3% at constant exchange rates). Open market reinsurance accounted for 77.9% of all non-life premium income. The decrease in premium income is primarily due to the cancellation of business in Southern Europe and in Asia, in keeping with our policy of consolidating the portfolio initiated in 2011. - Premium income from life, accident and health business amounted to € 92.6 million, a decrease of 6.8% compared to 2014 (at constant exchange rates, the decrease is 9.1%). This change is primarily due to the upward adjustment of premiums recorded in 2014 in respect of previous years. The four most important lines of business generated 73.3% of the premium income reported by open market reinsurance in 2015. Fire and Property contributed 25.8% of premium income, Life, Accident and Health 22.1%, Motor 17.8% and Marine 7.6%. CCR’s other main business lines are, in descending order of premium income, Credit and Surety, General Third Party Liability and Construction. UNDERWRITING RESULTS In 2015, CCR’s underwriting profit, net of retrocession, came to € 315.2 million compared to € 257.9 million in 2014. Before taking into account transfers to the equalization reserve and the allocation of general expenses, State-guaranteed reinsurance of natural disasters in France recorded an underwriting profit of € 348.7 million in 2015 compared to € 307.2 million in 2014. This surplus enabled the company to transfer to the equalization reserve an amount of € 67.2 million (compared to € 101.7 million in 2014), representing the full amount allowed for taxation purposes 4, equal to 300% of net premiums for the year (within the limited of 75% of the underwriting surplus). CCR fiscally reintegrated € 78 million in equalization reserves that had been booked in 2004 but had not been utilized in that period. The company did not choose to reverse this provision in the accounts and it was maintained in the equalization reserve stock at year-end. Consequently, the equalization reserve increased from € 2,660.8 million at December 31, 2014 to € 2,728.0 million at December 31, 2015. Net underwriting results from the reinsurance of Natural Catastrophes in France was a profit of € 281.5 million in 2015, compared to € 205.5 million in 2014. With an aim to ensuring the sustainability of the compensation scheme for natural disasters and guaranteeing its financial solidity, negotiations between the insurance industry and French Treasury, in which CCR was involved, resulted in the reintroduction, from January 1, 2014, of reinsurance commission mechanism. In 2015 this new (variable commission) mechanism played its role to the full and generated a charge of € 58.2 million compared to € 35.3 million the previous year. The year 2015 was marked by the occurrence of three major flood events: the violent storms in the southwest of France in October and the floods in the Gard department and Hérault region in August and September. In total, loss expense for the flooding amounted to € 529.6 million for CCR. Loss experience for 2015 was also marked by a drought characterized by its unusually long duration throughout the summer. At the end of December, 872 favorable decisions of recognition of a state of disaster were adopted by the interministerial commission. The municipalities for which a state of natural disaster had been recognized at December 2015 in respect of events during the year then ended are presented below: 4 Ceiling determined by considering only amounts transferred to reserves that have not been assessed to tax. Municipalities recognized "Nat Cat" in 2015 on mainland France (at end December 2015) Flooding in the Southeast (Oct) Flooding in the Gard and Hérault (Aug) 68 recognized municipalities 46 recognized municipalities Flooding in the Gard and Hérault (Sep) 125 recognized municipalities The 2015 underwriting result benefited from positive prior year reserve developments, in particular for the 2014 financial year. Overall, Nat Cat total claims expense for the 2015 financial year came to € 376.8 million. For all other State-guaranteed reinsurance lines: - The equalization reserve for the reinsurance of terrorist acts for large risks from the GAREAT Terrorist Acts Pool was increased by € 13.2 million to € 245.9 million at December 31, 2015 while the equalization reserve for the reinsurance of terrorist acts for small and medium risks was increased by € 29.0 million to € 212.8 million. Finally, for the reinsurance of exceptional risks, reserves for equalization and non-recurring charges for these categories considered in their totality amounted to € 153.6 million at December 31, 2015. - The net underwriting profit contributed by all these activities came to € 27.2 million, which represents a decrease compared to the € 36.6 million profit contributed in 2014. This change is primarily due to a decrease in liquidation proceeds (negative impact on net underwriting income of € 10.2 million). * * * Underwriting results net of retrocession for open market reinsurance stood at € 6.5 million in 2015, compared to € 15.8 million in 2014. For non-life reinsurance, underwriting results net of retrocession amounted to € 1.8 million, compared to € 14.7 million in 2014. This 2015 result is comprised of: - a gross underwriting profit of € 17.8 million (compared to € 36.0 million in 2014) - transfers to equalization reserves totaling € 2.0 million - a technical result of retrocessions, amounting to a deficit of € 14.0 million, compared to a deficit of 17.3 million in 2014, for premiums ceded of € 14.7 million. The decrease in the gross technical result is due to exceptional transfers, amounting to € 14.1 million, to the reserve for claims expenses. Total loss experience was favorable. Other than the explosion that occurred in the port of Tianjin in August 2015, no significant major event or individual loss had a significant impact on results, and the liquidation of claims from prior years had a positive effect on reinsurance accounts. Life, accident and health recorded an underwriting profit, net of retrocession, of € 4.7 million in 2015, compared to a profit of € 1.1 million in 2014. This result is comprised of: - a gross underwriting profit of € 9.4 million (compared to € 7.6 million in 2014) - the technical result of retrocession, amounting to a deficit of € 4.7 million (for premiums ceded of € 4.5 million) compared to a deficit of € 6.5 million in 2014. The change in gross technical results is due in particular to lower commission expenses recorded at year-end. The overall cost of retrocession for life and non-life open market reinsurance activities stood at € 18.7 million (for premiums ceded of € 19.2 million) compared to € 23.8 million in 2014. As no significant losses impacted the accounts of retrocessionaires, this decrease is essentially due to the decrease in premiums ceded (a deficit of € 7.1 million) reflecting a steady decline in retrocession rates since 2012. FINANCIAL AND REAL ESTATE MANAGEMENT The net book value of investments 5 stood at € 8,788.2 million at December 31, 2015, of which 1.5% in deposits with cedents, compared to € 8,344.1 million in the balance sheet for 2014 (of which 1.4% in deposits, unchanged). This increase is by no means associated with foreign exchange impact: the net book value of investments at December 31, 2014 if restated at foreign exchange rates at December 31, 2015 would amount to € 8,346.7 million. Taking into account the situation in the financial and real estate markets and the disposals made in 2015, net unrealized capital gains on these assets amounted to € 1,057.5 million at the year-end compared to € 1,087.7 million the previous year. When marked to market, CCR’s total financial investments and real estate assets amounted to € 9,845.7 million, which represents an increase of 4.4% in comparison to 2014. When reasoning on a mark-to-market basis 6, CCR’s investments consist of: money market investments for 8.6% (6.7% at year-end 2014), bonds and loans for 67.0% (68.4% at year-end 2014), stocks and diversified investments for 14.2% (14.7% at year-end 2014), real estate investments for 7.3% (7.5% at year-end 2014) and deposits for 2.9%. Net investment income 7 for 2015 amounted to € 173.9 million compared to € 188.2 million in 2014. Ordinary income from investments (€ 140,2 million in 2015 compared to € 144,0 million in 2014) remained relatively stable and could not compensate for the decrease in realized capital gains net of provisions for permanent impairment (€ 40.0 million in 2015 compared to € 53.3 million in 2014). It should also be mentioned that ordinary income from investments includes a merger premium of € 10.3 million recorded in 2015 at the time of the universal transfer of the company SAS Desaix to CCR. Because of this and despite the steady increase in managed assets, if interest rates remain at the historically low levels observed at the moment for a prolonged period, current investment income will continue to decline in coming years. Lastly, net investment income includes a foreign exchange loss of € 3.4 million, offset by gains from foreign currency hedging in the amount of € 3.9 million, as well as internal financial management expenses for € 10.5 million. HOLDINGS AND SUBSIDIARIES CCR manages a portion of its real estate holdings through five distinct legal entities (simplified limited companies), with total shareholders’ equity of € 54.5 million at December 31, 2015. Over the course of the year under review, these companies generated a net profit of € 2.2 million and contributed € 1.4 million to the ordinary financial income of CCR at December 31, 2015. In 2015, CCR acquired the company SAS Desaix by means of a universal transfer. This operation generated a merger premium in the amount of € 10.3 million. Furthermore, CCR owns 100% of a Luxembourg-based captive reinsurance company named Caisrelux, which had share capital of € 6.2 million at December 31, 2015, unchanged from the previous year. This company writes only business emanating from CCR. Although the 2015 accounts of this company had not been drawn up on the date of this report, it has already been established that this company will report a profit for the year. 5 6 7 CCR financial and real estate investments including cash positions In this paragraph, figures at December 31, 2014 are stated at the foreign exchange rate in effect on December 31, 2015 so as to appreciate changes in the investment breakdown at constant exchange rates. Includes other non-technical income and charges (€ +0.5 m in 2015) relating to a theoretical tax credit on the capitalization reserve NET RESULTS The net profit after tax for 2015 amounted to € 215.5 million compared to € 193.0 million the previous year. It reflects: - Profit before tax and employee profit sharing of € 430.4 million for 2015, compared to € 382.9 million for 2014. This increase was the direct consequence of the increase in the underwriting profit contributed by the reinsurance of "Natural Disasters", for the reasons indicated above: The significant loss experience for the current underwriting year which was offset by the bonuses in respect of prior underwriting years and the adjustment of the equalization reserve The inclusion, since 2014, of a solidarity clause in Natural Disaster treaties offered by CCR to market participants - Net financial income is down slightly as seen in the previous chapter. - Management expenses (excluding charges relating to financial management, taken into account in the net investment income) amounted to € 56.8 million in 2015 compared to € 57.9 million the previous year 8, equivalent to a cost-to-income ratio of 4.5% (i.e. management expenses to net earned premiums for the year) which was stable compared to 2014. - Non-recurring charges amounted to € 2.0 million in 2015 compared to € 5.2 million in 2014. Non-recurring items in 2014 include a € 3.3 million payment in respect of the tax adjustment notified by the authorities concerning the years ended December 31, 2011 and 2012. - Employee profit sharing expense for 2015 amounted to € 1.4 million compared to € 3.7 million in 2014. - Corporate income tax amounted to € 213.5 million in 2015 (after deducting the tax credit for competitiveness and employment amounting to € 0.2 million) compared to € 186.2 million in 2014. In euro millions Underwriting results, net of retrocession General expenses Net investment income 9 Other items Corporate income tax and employee profit sharing Profit for the year 2014 2015 +257.9 +315.2 -57,9 -56.8 +188.2 +173.9 -5,3 -1.9 -189,9 -214.9 +193.0 +215.5 The above resulted in a return on beginning-of-year equity (including the capitalization reserve and after appropriation of the profit), as determined for accounting purposes, of 10.9% for CCR’s operations as a whole. 8 9 As required by articles L.441-6-1 and D.441-4 of the French Commercial Code (Code de commerce), the reader is informed that management expenses include, under the title "Other creditors" € 2.0 million of charges still to be paid at December 31, 2015 compared to € 1.5 million at December 31, 2014. The entirety of these amounts is due to trade creditors at the year-end and payable within 90 days. Includes non-technical income and charges (€ +0.5 m in 2015) relating to a theoretical tax credit on the capitalization reserve OUTLOOK FOR 2016 2016 will be a year of strategic redeployment for CCR. The company is considering the legal separation of its State-guaranteed reinsurance activity from its open market reinsurance activity. This major change is aimed at ensuring the integrity of the company as well as the transparency and efficiency of both activities. It is aligned with the 2016-2020 strategic plan scheduled to be adopted in the coming weeks. The year 2016 will also provide the occasion to pursue efforts to modernize the framework for operation of our Natural Disaster reinsurance segment. The new agreement entered into with the industry establishing a reinsurance commission mechanism will be used to the fullest. It will enable cedents to derive greater benefit from the positive results of the scheme as well as additional responsibility. Additionally, CCR will pursue its efforts to improve the quality of its reinsurance-related services, in particular through the modernization of its dedicated websites. The reorientation of the company's underwriting policy initiated over the past few years was pursued throughout the January renewal season and is expected to be confirmed at the time of the mid-year renewal season. It consists of a significant cutback in motor casualty business and in the proportional fire lines combined with an increase in the more profitable lines of business with limited capital requirements. The year 2016 is expected to kick-off with a net deterioration of the macro-financial environment. Interest rates remain significantly low, with negative rates in a number of segments of the bond and money markets, especially in the Euro zone. Downward pressure on returns from financial assets will therefore continue steadily, especially since growing credit spreads and declines in the stock markets will have a negative impact on securities. This context will oblige CCR to use increased selectivity when choosing the countries, sectors and companies where it will deploy additional investments over the course of 2016. EVENTS OCCURRING AFTER THE CLOSE OF THE FISCAL YEAR No event susceptible of having a material impact on the financial statements of CCR occurred between December 31, 2015 and March 23, 2016, when the financial statements were approved by the board of directors. APPROPRIATION OF NET INCOME The profit realized by CCR in 2015 came to € 215,515,093.26. In the resolutions that will be submitted to the General Meeting held on May 11, 2016, it is proposed that this profit be appropriated as follows: € 100,000,000.00 Dividend Equivalent to a net dividend per share of € 33.33 Reserve for the purchase of original works by living artists Special reserve for exceptional and nuclear risks Special reserve for natural disaster risks Reserve for major natural risks € 18,513.00 € 1,161,436.61 € 100,341,101.11 € 11,715,410.59 Special reserve for acts of terrorism € 1,073,142.10 Special GAREAT reserve for acts of terrorism € 1,101,159.45 Special reserve for specific credit insurance risks € 104,330.39 In accordance with article 243 b of the General Tax Code, dividends eligible for the 40% reduction represent € 33.33 and those not eligible € 99,999,966.67. The dividend will be paid on June 30, 2016. In accordance with the law, the dividends distributed in the three previous fiscal years are reported below: Fiscal year 2012: € 100,000,000, equivalent to a net amount per share of € 33.33, of which dividends not eligible for a 40% reduction represent € 99,999,966.67 and those eligible € 33.33. Fiscal year 2013: € 100,000,000, equivalent to a net amount per share of € 33.33, of which dividends not eligible for a 40% reduction represent € 99,999,966.67 and those eligible € 33.33. Fiscal year 2014: € 100,000,000, equivalent to a net amount per share of € 33.33, of which dividends not eligible for a 40% reduction represent € 99,999,966.67 and those eligible € 33.33. CORPORATE GOVERNANCE THE BOARD OF DIRECTORS, THE CHAIRMAN, THE CHIEF EXECUTIVE OFFICER Up until June 30, 2015, in conformity with French law no. 83-675 of June 26, 1983 relating to publicsector democratization, the CCR board of directors was comprised of 18 members of whom 6 were representatives of the State appointed by decree, 6 were qualified professionals appointed by decree and 6 were employee representatives elected by fellow employees. As the terms of office of all the directors ended on June 30, 2015, CCR, a commercial company in which the State retains a share of the capital, implemented order no. 2014-948 of August 20, 2014 concerning governance and transactions involving the share capital of public-sector companies thereby renewing the board of directors and its governance, with effect from July 1, 2015. The resulting modifications to the company by-laws were adopted by the combined general meeting of the shareholders of June 25, 2015. With effect from July 1, 2015, the board of directors is comprised of 15 members of which one representative of the State appointed by ministerial order, 9 directors appointed by the general meeting of the shareholders (of which 3 proposed by the State) and 5 employee representatives elected by fellow employees. The board of directors, at its meeting held December 18, 2014, adopted an organizational structure for company management disassociating the position of chairman of the board of directors from that of chief executive officer. Mr. Pierre Blayau was therefore appointed, upon a proposal by the board, chairman of the board of directors by decree of the French President dated January 14, 2015 published in the official journal of January 15, 2015. Mr. Bertrand Labilloy was appointed chief executive officer by decision of the board of directors on January 16, 2015. With the application effective from July 1, 2015 of order no. 2014-948 dated August 20, 2014, the board of directors in its meeting of July 2, 2015 renewed its discussion concerning the method of company management and decided to maintain the disassociation of the positions of chairman of the board and chief executive officer. In conformity with the order of August 20, 2014 and with the company by-laws, Mr. Pierre Blayau was appointed chairman of the board for a duration of 5 years by the board of directors on July 2, 2015. The Board did not introduce any specific restrictions on the powers of the chairman. By decision of the Ministry for Finance and Public Accounts dated June 26, 2015 and published in the official journal of June 28, 2015, Mr. Bertrand Labilloy was appointed interim chief executive officer with effect from July 1, 2015. Subsequently, upon the recommendation of the board of directors in its meeting of July 2, 2015, he was appointed chief executive officer by the decree of the President of France dated August 17, 2015 and published in the official journal on August 19, 2015. The board of directors met eight times in 2015: January 16, March 12, May 12, June 9, July 2, September 8, November 2, and December 15. In addition to considering traditional matters regarding the accounts, monitoring investments and all reinsurance activities, the board discussed: - the dissociation of the positions of chairman of the board and chief executive officer - the appointment of the chairman of the board of directors and the determination of his remuneration - the appointment of the chief executive officer and the determination of his remuneration - the determination of the amount of variable compensation for the chairman and chief executive officer - the universal transfer of the company SAS Desaix 10 to CCR. - the application to CCR of order no. 2014-948 of August 20, 2014 concerning governance and transactions involving the share capital of public-sector companies and the modification of the company by-laws and of the internal regulations of the board of directors - the appointment of a secretary to the board of directors - governance: modification of the internal regulations of the board of directors (accounts committee, audit and risk committee, strategy committee) - the establishment of the committees of the board of directors (appointment of chairman and members as well as of an independent member with specific financial or accounting expertise) - the adoption of a preparatory narrative report on the situation at December 31, 2014 - the convening of a combined general meeting of the shareholders (an extraordinary meeting on the modification of the company by-laws and, an ordinary meeting on the appointment of nine directors) - the internal reorganization of the company - the approval of policies relating to Solvency II - the appointment of effective managers and the communication of information on the appointment of key department managers - the procedure for selecting statutory auditor and alternate statutory auditor - the directors' fees (convening of a general meeting and distribution) - the 2015 Own Risk and Solvency Assessment (ORSA) - the 2016 budget and its related risk appetite criteria. THE AUDIT, ACCOUNTS AND RISK MANAGEMENT COMMITTEE By decision of the board of directors in its meeting of July 2, 2015, the audit, accounts and risk management committee was replaced by two separate committees: the accounts committee and the audit and risk committee. The audit, accounts and risk management committee was comprised of five directors and was chaired, beginning on July 1, 2010, by Mr. Patrice Forget. It included one member, Mr. Gérard Lancner, with specific financial or accounting expertise, who qualified as independent director based on the criteria adopted by the board of directors. The audit, accounts and risk management committee met twice over the course of the first half of 2015. With the statutory auditor in attendance, it reviewed the company financial statements for the 2014 fiscal year before they were approved by the board of directors. Furthermore, before their approval by the Board of Directors, the committee reviewed the report on internal control, the report on solvency and the report on retrocession. Part of the meeting held on March 3, 2015 was devoted to examining the 2015 budget, its related risk appetite criteria as well as investment policy and a proposal for new ceilings in 2015. In its meeting of June 22, 2015, the board discussed the organization of governance in relation to Solvency II, the modification of the board's internal regulations, the assessment of the 2014 internal control measures, the findings of the 2014 audits and the internal audit program for 2015, the situation of reserves at December 31, 2014, the simulation of the Solvency II prudential balance sheet and the calculation of the Solvency Capital Requirement (SCR) at December 31, 2014. The board also discussed the preparatory narrative report on the situation at December 31, 2014. THE ACCOUNTS COMMITTEE The accounts committee was created by decision of the board of directors in its meeting of July 2, 2015. The committee is composed of four members of which one employee representative. One member of the accounts committee must also be a member of the audit and risk committee. Furthermore, the accounts committee, chaired by Mr. Patrice Forget, includes one member, Mrs. Pauline Leclerc-Glorieux, with specific financial or accounting expertise, who is qualified as an independent member based on the criteria adopted by the board of directors 10. The mission of the accounts committee is to examine the half-year and full-year financial statements, to study changes and adaptations to the accounting principles, to monitor the efficiency of internal control and risk management systems, to oversee the legal control of the annual financial statements by the statutory auditors. The committee also provides its opinion on a selection procedure as well as a recommendation to the general meeting concerning the appointment of the statutory auditor. It is also charged with hearing the report of the actuarial department. The accounts committee met once in the second half of 2015. It examined the financial statements at June 30, 2015 as well as the procedure for selecting the statutory auditor and alternate statutory auditor. Furthermore, the accounts committee and the audit and risk committee hold a combined meeting at least once a year chaired by the chairman of the accounts committee to review common items of interest and the prudential reports. Two combined meetings were held by these committees in 2015. At the time of these meetings, the two committees jointly examined the reserving policy, the policy of the actuarial department, of risk management operations, of the communication of information to the supervisory authority, of internal control, of outsourcing, of asset-liability management, of financial risk management and of liquidity risk management. The committees also examined the 2016 budget and its related risk appetite criteria, as well as the framework for financial investments in 2016. 10 In order to comply with the provisions of the commercial code (code de commerce) (art. L 823-19) and of the insurance code (code des assurances) (art. L 322-3-1) which provide that the committee must include at least one member with specific financial or accounting expertise and who qualifies as independent director, the board of directors, at its meeting of July 2, 2015 laid down the criteria qualifying an independent member, on the basis of the criteria for independence set forth in the AFEP MEDEF corporate governance code for listed companies (Code de gouvernement d’entreprise des sociétés cotées AFEPMEDEF) (June 2013). The criteria are the following: - must not be an employee or corporate officer of CCR or of any group company, nor a representative of CCR’s shareholders, nor a civil servant and must not have held any such position in the previous five years; - must not hold a management position in any company in which CCR directly or indirectly has a seat on the board of directors; - must not have any significant ties to CCR, whether as a customer of or supplier to CCR or its group, or through close family ties with senior management. THE AUDIT AND RISK COMMITTEE The audit and risk committee was created by decision of the board of directors in its meeting of July 2, 2015. The committee is composed of four members of which one employee representative. One member of the audit and risks committee must also be a member of the accounts committee. Furthermore, the audit and risk committee, chaired by Gérard Lancner, includes one member, Mr. Gérard Lancner, with specific financial or accounting expertise, who is qualified as an independent member based on the criteria adopted by the board of directors 11. The mission of the audit and risk committee is primarily to monitor the efficiency of the systems of internal control and of risk management as well as to control the policies, procedures and systems of risk management and of internal control. In this framework, the committee's mission is to oversee the monitoring of major risks and the means for controlling and managing these risks, strategic risks as well as risks relating to the company's principal technical and financial commitments, financial management risks, including off-balance sheet commitments and cases of significant litigation; to oversee the identification of risks as performed by executive management, to ensure that an appropriate system for internal control and for the surveillance and management of risks has been set into place; to oversee the verification of compliance with all applicable laws and regulations, notably those required by Solvency II, and, in this context, to examine the reports and policies under its jurisdiction; to hear the head of internal auditing, to examine and approve the audit program, to analyze the principal recommendations of the reports and actions to be undertaken; to examine investment policy. It is also responsible for monitoring the risk control indicators, for monitoring the Own Risk and Solvency Assessment (ORSA) and examining the related report, and for hearing the representatives of the risk management department. The audit and risk committee met twice in 2015. In particular, the committee examined the drafts of policies within the framework of the Solvency II directive as required by the committee, namely: the general risk management policy, the underwriting policies applicable to public-sector and open market reinsurance, the retrocession policy, and the compliance verification policy. The committee also analyzed the 2015 ORSA report, the measures for verification of compliance and the risk management framework as well as the internal auditing policy and the audit program. THE COMPENSATION, APPOINTMENT AND GOVERNANCE COMMITTEE The compensation committee, created in 2004, is composed of four members of which one employee representative. It has been chaired since March 22, 2013 by Mr. Patrick Lucas. The compensation, appointment and governance committee oversees the individual and group components of the company's employee policy, verifies its consistency with corporate strategy and company objectives in terms of performance, and analyzes the key elements concerning the development of all employees within the company. Additionally, the committee makes proposals to the board concerning the terms of remuneration, the definition of performance criteria and the extent to which 11 In order to comply with the provisions of the commercial code (code de commerce) (art. L 823-19) and of the insurance code (code des assurances) (art. L 322-3-1) which provide that the committee must include at least one member with specific financial or accounting expertise and who qualifies as independent director, the board of directors, at its meeting of July 2, 2015 laid down the criteria qualifying an independent member, on the basis of the criteria for independence set forth in the AFEP MEDEF corporate governance code for listed companies (Code de gouvernement d’entreprise des sociétés cotées AFEPMEDEF) (June 2013). The criteria are the following: - must not be an employee or corporate officer of CCR or of any group company, nor a representative of CCR’s shareholders, nor a civil servant and must not have held any such position in the previous five years; - must not hold a management position in any company in which CCR directly or indirectly has a seat on the board of directors; - must not have any significant ties to CCR, whether as a customer of or supplier to CCR or its group, or through close family ties with senior management. they are attained for corporate directors and officers and also proposes to the board the amount and manner of distribution of directors' fees. The committee met six times in 2015. In addition to considering the company’s remuneration policy, it analyzes the variable component of the chairman and chief executive officer, the remuneration of the chairman of the board and that of the chief executive officer, the 2015 professional elections, the 2015 human resource budget, the principal internal reorganizations, the 2014 employee satisfaction survey, the recruiting policy, the application to CCR of order no. 2014-948 of August 20, 2014 (the modification of the company by-laws and of the internal regulations of the board of directors), the proposed appointments of directors, the governance relating to the Solvency II directive (the appointment of effective managers and the communication of information on the appointment of key department managers), the compensation policy and the policy relating to reputation and experience required by Solvency II, the amount and manner of distribution of directors' fees as well as the policies for training and recruiting for 2015. THE STRATEGY COMMITTEE The strategy committee was created by decision of the board of directors in its meeting of July 2, 2015. It is composed of four directors of which one employee representative. This committee is chaired by the chairman of the board of directors. The principal mission of the strategy committee is to examine and provide the board of directors its opinion and recommendations concerning the development and approval of CCR's strategic orientations especially those of a commercial and financial nature. It examines in particular the definition and the updating of the areas of strategic development of CCR as well as draft strategic agreements. The committee ensures the monitoring of the strategy implemented by executive management in particular with respect to the decisions for orientation adopted by the board. The strategy committee did not meet over the course of fiscal year 2015. COMPANY DIRECTORS Article L. 225-102-1 of the French Commercial Code requires that the Directors’ Report to the General Meeting should provide details of: - the terms of office and duties of the Company’s directors in any company during the period under review, on the one hand; - and, on the other, the compensation and benefits of whatever kind paid to them during the period by the Company and/or companies in which it has a controlling stake. DETAILS OF THE TERMS OF OFFICE AND DUTIES PERFORMED AT CCR AND AT ANY OTHER COMPANY BY EACH OF CCR’S DIRECTORS DURING THE FISCAL YEAR : Details of the terms of office and duties performed at CCR and at any other company by each of CCR’s directors during the fiscal year 2015 Last name, Terms of office and duties First name performed at CCR Other terms of office and duties performed at any other company and its affiliates ANDRIES Damien CCR - Director: with N/A effect from September 5, 2015 Member of the Compensation, Appointment and Governance Committee at CCR: with effect from September 8, 2015 Head of the Information Systems Department of CCR BIDAN Patrick CCR - Director: until September 4, 2015 Member of the Compensation, Appointment and Governance Committee at CCR: from July 2 to September 4 2015 Chief Underwriting Officer of the Public Funds and Reinsurance Department at CCR N/A Last name, Terms of office and duties First name performed at CCR Other terms of office and duties performed at any other company and its affiliates BLANC Patricia CCR - Director Director General of Risk Prevention at the French Ministry of Ecology, Sustainable Development, Transport and Housing Member of the CCR Strategy Committee with effect from July 2, 2015 Director at the following industrial and commercial public sector entities: BRGM, Ademe and Andra Director at the following administrative public-sector entities: ANSES, Météo France and IGN Government Commissioner on the board of the following industrial and commercial public sector entities: IRSN and INERIS BLAYAU Pierre Chairman of the CCR Board of Directors Chairman of the CCR Strategy Committee: with effect from July 2, 2015 Chairman of the Supervisory Board of Areva until January 8, 2015 Chairman of Harbour Conseils Director at Société d’Edition de Canal Plus Director at Fimalac Member of the Audit Committee at Fimalac Director at Société Cellnex Telecom from April 2015 Chairman of the Audit and Control Committee at Société Cellnex Telecom from April 2015 Member of the Institutional Council of APREF Last name, Terms of office and duties First name performed at CCR Other terms of office and duties performed at any other company and its affiliates BLONDY-TOURET Anne Director - CCR and Member of the CCR Audit, Accounts and Risk Management Committee until June 30, 2015 Assur 1 Bureau Chief at the Treasury Department of the French Ministry for Finance and Public Accounts: until August 31, 2015 Government Commissioner on the board of the Guarantee Fund of Compulsory Property Insurance (Fonds de Garantie des Assurances Obligatoires de Dommages - FGAO) (order of appointment dated August 22, 2014: until August 31, 2015 Accredited member of the Board of Directors at the Guaranty Fund for the Victims of Terrorism and other Offenses (Fonds de Garantie des Victimes du Terrorisme et d’Autres Infractions - FGTI) (order of appointment dated November 19, 2014): until August 31, 2015 Accredited member, representing the French Ministry of the Economy, of the National Agricultural Risk Management Committee (Comité National de Gestion des Risques Agriculture): no order of appointment required for State representatives Accredited member, representing the French Ministry of the Economy, of the National Committee on Forestry Risk Management (Comité National pour la Gestion des Risques en Forêts): the Ministry of Agriculture (in charge of appointments) order never received. Member, representing the French Ministry of the Economy, of the Major Natural Risk Prevention Steering Committee (Conseil d’Orientation pour la Prévention des Risques Naturels Majeurs): no order of appointment required for State representatives Accredited member, representing the French Ministry of the Economy, of the Board of Directors at the Military and Aerospace Provident Fund (Fonds de Prévoyance Militaire et de l’Aéronautique) (order of appointment dated August 7, 2014): until March 24, 2015 Accredited member, representing the French Ministry of the Economy, of the Investment Committee of the Military and Aerospace Provident Fund (Fonds de Prévoyance Militaire et de l’Aéronautique) (order of appointment dated August 7, 2014): until March 24, 2015 BOISNAUD Clément Director - CCR and member of the Compensation, Appointment and Governance Committee at CCR: with effect from November 2, 2015 5 BIAG Bureau Chief – Directorate General for Budget – French Ministry for Finance and Public Accounts, (tbc) from October 1, 2015 3 BEN Deputy then Bureau Chief (Ministry of National Education) - Directorate General for Budget – French Ministry for Finance and Public Accounts, until September 30, 2015 Last name, Terms of office and duties First name performed at CCR Other terms of office and duties performed at any other company and its affiliates BOUCHE Christophe CHANH Sylvie CCR - Director: until June None 30, 2015 Project Management Office Manager - Resource Management and Compliance at CCR CCR - Director: with effect from July 1, 2015 None Head of the Claims, Commutations and RunOff Department at CCR CONAN John CCR - Director None Member of the CCR Accounts Committee with effect from July 2, 2015 Head of Non-Life Open Market Treaties, Asia and Africa at CCR CORRIHONS Maurice Director - CCR and Member of the CCR Audit, Accounts and Risk Management Committee: until June 30, 2015 Head of Specialty Lines and Retrocession at CCR Director representing CCR at the ASSURATOME Management Board Director representing CCR at the ASSURPOL Management Board Director representing CCR at the AEROFRANCASSUR Board of Directors Director representing ASSURATOME at the GSA+ Board of Directors Last name, Terms of office and duties First name performed at CCR Other terms of office and duties performed at any other company and its affiliates COUTROT Patrice CCR - Director: until June None 30, 2015 Deputy Head of Real Estate at CCR DUMAS Philippe Director - CCR and Member of the CCR Audit, Accounts and Risk Management Committee: until June 30, 2015 Honorary General Inspector of Finance at the General Inspectorate of Finance, French Ministry of the Economy, Finance and Industry Censor (non-voting member) of the investment company (SICAV) LBI Chairman of SAS PRD Conseil. Director at Société Nationale de Sauvetage en Mer Director and Treasurer of the French National Association of Mediators (Association Nationale des Médiateurs - ANM) Director at the French Center for Arbitration of Insurance and Reinsurance Matters (Centre français d’arbitrage de réassurance et d’assurance - CEFAREA) Director at Chaire de l’Espoir Member of the Strategy Committee at FCPR ICI Capital Last name, Terms of office and duties First name performed at CCR Other terms of office and duties performed at any other company and its affiliates FORGET Patrice CCR - Director France Chairman of the CCR Audit, Accounts and Risk Management Committee: until June 30, 2015 Chief Executive Officer and Secretary to the Board of Directors at Assurances Mutuelles de France Chairman of the CCR Accounts Committee: with effect from July 2, 2015 Secretary to the Board of Directors at GMF Assurances Permanent representative of La Sauvegarde, director of GMF Vie Permanent representative of COVEA Coopérations, director of GMF Assurances Europe (excluding France) Vice-Chairman of the Board of Directors and member of the Control and Risk Committee at BIPIEMME ASSIC. S.p.A. (Italy) Vice-Chairman of the Board of Directors and member of the Control and Risk Committee at BIPIEMME VITA S.p.A. (Italy) Director at COVEA LUX SA Luxembourg Director at AME LIFE LUX SA Luxembourg Director at MMA HOLDINGS UK PLC United Kingdom Director at SWINTON GROUP LTD PLC United Kingdom Director at SWINTON HOLDINGS LTD PLC United Kingdom Director at COVEA INSURANCE PLC United Kingdom Director at COVEA INSURANCE SERVICES LTD Director at COVEA LIFE LTD Director at STERLING INSURANCE COMPANY LTD Permanent representative of COVEA Coopérations, director at CASER (Caja de Seguros Reunidos, Compania de Seguros y Reaseguros SA) Last name, Terms of office and duties First name performed at CCR Other terms of office and duties performed at any other company and its affiliates Canada FORGET Patrice (end) Director at LA CAPITALE, Assurances Générales Director at LA CAPITALE PARTICIPATIONS INC. Director and Vice Chairman at 3602214 Canada Inc. Director at LA CAPITALE Sécurité Financière, compagnie d’Assurance United States Chairman of the Board of Directors, Chairman of the Management Board, Chairman of the Compensation and Appointment Committee, member of the Audit and Risk Committee at CSE ICO, CSE Insurance Services, CSE Safeguard, GMF Financial GROH Thomas IA-MARQUET Anny CCR - Director Deputy Director of Insurance - Treasury Department of the French Ministry of the Economy and of Finance Member of the Audit and Risk Committee and Member of the Strategy Committee at CCR: with effect from July 2, 2015 Alternate member, representing the Minister for the Economy, of the Supervisory Board of the Pension Reserve Fund (Fonds de Réserve pour les Retraites - FFR) CCR - Director: until June Director at the Association of International Underwriters of Paris (Association des Souscripteurs Internationaux de Paris - SIP) 30, 2015 Senior Underwriter LABILLOY Bertrand Chief Executive Officer of CCR Member of the Executive Commission of the French Federation of Insurance Companies (Fédération Française des Sociétés d’Assurance - FFSA) Member of the Board of Directors at the French Federation of Public Limited Insurance Companies (Fédération Française des Sociétés Anonymes d’Assurance - FFSAA) Member of the Management Committee at the Professional Association of Reinsurers of France (Association Professionnelle des Réassureurs de France - APREF) Last name, Terms of office and duties First name performed at CCR Other terms of office and duties performed at any other company and its affiliates LANCNER Gérard CCR - Director Director at TOKIO MARINE EUROPE Ltd. Member of the CCR Audit, Accounts and Risk Management Committee until June 30, 2015 Chairman of the Audit and Accounts Committee at TOKIO MARINE EUROPE Ltd. Chairman of the Audit and Risk Committee at CCR: with effect from July 2, 2015 LECLERC-GLORIEUX Pauline CCR - Director: with effect from July 1, 2015 Member of the CCR Accounts Committee: with effect from July 2, 2015 Head of the Actuary Department at BNP Paribas Cardif Member of the Board of Directors at Institut Mines Telecom Last name, Terms of office and duties First name performed at CCR Other terms of office and duties performed at any other company and its affiliates LUCAS Patrick CCR - Director Terms of office at French companies, Gras Savoye Group Chairman of the Compensation, Appointment and Governance Committee at CCR: Member of the Executive Committee S.A.S. Gras Savoye Yachting Member of the Executive Committee S.A.S. Gras Savoye Berger Simon Member of the Executive Committee S.A.S. Gras Savoye Grand Sud-Ouest Member of the Executive Committee S.A.S. Gras Savoye Tetard Member of the Executive Committee S.A.S. J. Geistel Director S.A. Gras Savoye - Bpifrance Director S.A. Gras Savoye Tahiti Nui Insurance Director S.A. Gras Savoye Nouvelle Calédonie Terms of office at French companies, Gras Savoye Group, having terminated at year-end Chairman, S.A.S. GS & Cie Groupe Chairman and member of the Supervisory Board S.A.S. GS & Cie Groupe Chairman, S.A.S. Gras Savoye & Cie Chairman, S.A.S. Gras Savoye Member of the Executive Committee S.A.S. C.G.R.M. Member of the Executive Committee S.A.S. Mangin Member of the Executive Committee S.A.S. Gras Savoye Concept Member of the Executive Committee S.A.S. Gras Savoye Districover Member of the Executive Committee S.A.S. Gras Savoye NSA Member of the Executive Committee S.A.S. Gras Savoye Ouest AFR Last name, Terms of office and duties First name performed at CCR Other terms of office and duties performed at any other company and its affiliates LUCAS Patrick (continued) Terms of office at international companies, Gras Savoye Group Chairman, Chief Executive Officer and Director S.A. Holding Resly Chairman of the Board and Director S.A. Gras Savoye Brokers and Consultants Ltd Chairman of the Board and Director S.A. Gras Savoye Cote d'Ivoire Chairman of the Board and Director S.A. Gras Savoye Cameroun Chairman and member of the Management board S.A. Gras Savoye Croatia Chairman of the Board and Director S.A. Gras Savoye East Africa Risk Solutions (Kenya) Chairman of the Board and Director S.A. Gras Savoye Egypt (Insurance Broker) Sae Chairman of the Board and Director S.A. Gras Savoye Gabon (G.S.G) Chairman of the Board and Director S.A. Gras Savoye Iberica Chairman of the Board and Director S.A. Gras Savoye Kenya Insurance Brokers Ltd Chairman of the Board and Director S.A. Gras Savoye Liberia Chairman of the Board and director S.A. Gras Savoye Luxembourg Chairman of the Board and Director S.A.L. Gras Savoye Middle East Chairman of the Board and Director S.R.L Gras Savoye Romania Chairman of the Board and Director S.A. Gras Savoye Sénégal Chairman of the Board and Director S.A. Gras Savoye Sigorta Ve Reasurans Brokerlik Chairman of the Board and Director S.A. Gras Savoye Suisse Chairman of the Board and Director S.A. Gras Savoye Willis (Greece) Chairman of the Board and Director S.A. Gras Savoye Willis Net Trust Insurance Services Chairman of the Board and Director S.A. Gras Savoye Willis Management Services Chairman of the Board and Director S.A.R.L. Gras Savoye Willis Vietnam Last name, Terms of office and duties First name performed at CCR Other terms of office and duties performed at any other company and its affiliates LUCAS Patrick (continued) Chairman of the Board and Director S.A. GS RE (Luxembourg) Chairman of the Board and Director S.A. Segma Senegal Chairman of the Board and Director S.A. Willis Kendriki Chairman and member of the Supervisory Board S.p.z.o.o. Gras Savoye Polska Chairman and member of the Supervisory Board S.p.z.o.o. Pol-Assistance Chairman and permanent representative of GrasSavoye Liban, Member of the Supervisory Board L.L.C. Gras Savoye Gulf Insurance Broker Chairman and member of the Steering Committee Gras Savoye d.o.o Beograd (Serbia) Vice Chairman and Director S.A. Willis Iberia Correduria de Seguros et de Reaseguros (Esp) Member of the Supervisory Board L.L.C. Gras Savoye Georgia Director S.A. BSA Madagascar Director S.A. Gras Savoye Burkina Director S.A. Gras Savoye Centrafrique Director S.A. Gras Savoye Congo Director LTD Gras Savoye Ghana Director S.A. Gras Savoye Guinée Director S.A. Gras Savoye Maroc Director S.A. Gras Savoye NSA (Portugal) Director S.A. Gras Savoye Togo Director S.A. Gras Savoye Tunisie Director S.A. Gras Savoye Ré International (Egypt) Director S.A. Gras Savoye Risk Solution for Consultant (Egypt) Director LLC South Asia Services Last name, Terms of office and duties First name performed at CCR Other terms of office and duties performed at any other company and its affiliates LUCAS Patrick (end) Permanent representative Gras Savoye S.A. Gras Savoye Tchad Permanent representative Gras Savoye S.A. Gras Savoye Niger Terms of office at international companies, Gras Savoye Group, having terminated at year-end Chairman, Chief Executive Officer and Director S.A. GSD Tech Chairman of the Board and Director S.A.R.L. Gras Savoye Italia Terms of office outside the Gras Savoye Group MAISONNEUVE Delphine CCR - Director: with effect from July 1, 2015 Member of the Compensation, Appointment and Governance Committee at CCR: with effect from July 2, 2015 Honorary Chairman Forum de la Gestion des Villes Director S.A. Caisse Centrale de Réassurance Manager S.A.R.L. Lucaslux AXA Group Chairman at Run Services (SAS) Director at Association AXA Prévention Director at Natio Assurance (SA) Director at AXA Assistance SA Director at AXA Assistance France (SA) until April 8, 2015 Permanent representative at AXA France Assurance, to the Board of Directors at AVANSSUR (SA) Last name, Terms of office and duties First name performed at CCR Other terms of office and duties performed at any other company and its affiliates MANTEL Antoine CCR - Director: with effect from July 1, 2015 State Controller at the General Economic and Financial Control body (Contrôle Général Economique et Financier - CGEFI) Member of the Accounts Committee at CCR, and member of the Audit and Risk Committee at CCR. with effect from July 2, 2015 MONCOULON David CCR - Director: with effect from July 1, 2015 N/A Member of the Audit and Risk Committee at CCR: with effect from July 2, 2015 Weather Risk Modeling Manager at CCR PALLEZ Stéphane Director - CCR: until April 2, 2015 Chairman and Chief Executive Officer of La Française des Jeux Director and Chairman of the Audit Committee at CNP Assurances Director at ENGIE Member of the Supervisory Committee, the Audit Committee and the Corporate Social Responsibility Committee at EURAZEO Last name, Terms of office and duties First name performed at CCR Other terms of office and duties performed at any other company and its affiliates DE PERETTI Jacques Director - CCR and member of the Compensation, Appointment and Governance Committee: until June 30, 2015 Terms of office performed for the AXA Group Chief Executive Officer of AXA Assurances IARD Mutuelle and of AXA Assurances Vie Mutuelle Chief Operating Officer of AXA France IARD and of AXA France Vie Director at AXA Assistance France Director at AXA France (GIE) Director at NATIO Assurance Director at ADIS (Association Diffusion Services) Chairman of the Supervisory Committee at AXA Banque Permanent advisor to Mutuelles Saint-Christophe Member of the Sponsorship Committee of AXA Atout Cœur (Association) Chairman of the Board of Directors of JURIDICA Terms of office performed outside the AXA Group Chairman of the Plenary Commission of Property and Casualty Insurance [Commission Plénière des Assurances de Biens et de Responsabilité - CPABR – FFSA)] Director at TSM Director at AGIPI (association) Director at AGIPI Retraite (Association) Accredited member and representative of the insurance companies of the Financial Sector Advisory Committee (Comité Consultatif du Secteur Financier - CCSF) Member of the Supervisory Committee of PAIR AGIPI RETRAITE Member of the Supervisory Committee of AGIPI RETRAITE (association) Last name, Terms of office and duties First name performed at CCR Other terms of office and duties performed any other company and its affiliates POUMEL Marie-Claude CCR - Director: with effect from July 1, 2015 N/A Member of the CCR Strategy Committee with effect from July 2, 2015 Head of Treaties France at CCR PROVINS Raoul Director - CCR and member of the Compensation, Appointment and Governance Committee at CCR: until October 14, 2015 5 BIAG Bureau Chief – Directorate General for Budget - Ministry of the Economy, Industry and the Digital Sector: until July 31, 2015 Head of Administration and Finance at ANTAI; with effect from August 1, 2015 COMPENSATION PAID TO COMPANY DIRECTORS In 2015, CCR paid € 58,250 in directors’ fees, This amount is broken down by company director as follows: - Mr. LUCAS - Mr. DE PERETTI 11 750 € 2 200 € - Mr. FORGET 11 600 € - Mr. LANCNER 11 600 € - Mrs. MAISONNEUVE 3 800 €(1) - Mrs. BLANC 2 750 €(2) - Mr. BOISNAUD 1 600 € (2) - Mr. GROH 5 400 € (2) - Mr. MANTEL 5 900 €(2) - Mr. PROVINS 1 650 € - Mrs. LECLERC-GLORIEUX 0 €(3) (1) (2) (3) (2) paid at the start of fiscal 2016 paid to the State budget in the amount of € 17,300 refused payment of directors' fees Directors appointed to represent the employees receive only their salaries plus the fringe benefits as provided under their employment contracts. Mr. Pierre BLAYAU, chairman of the board of directors, received an overall remuneration of € 145,000 (total gross amount for fiscal 2015). The chairman of the board of directors has the use of a company vehicle with a fuel card as a fringe benefit. No directors' fees are paid to the Chairman and Chief Executive Officer for serving on the Board of Directors of CCR. Mr. Bertrand LABILLOY, chairman of the board of directors, received an overall remuneration of € 159,500 (total gross amount for fiscal 2015). The chief executive officer is afforded a supplementary group retirement savings and health plan for employees of insurance companies and of CCR applicable to CCR management personnel. Mrs. Stéphane Pallez, as Chairman and Chief Executive Officer, received an overall remuneration of € 80,000 (gross) paid in 2015. She received no board fees in 2015 for having served on the board of directors of CCR. Subsidiaries of CCR pay no directors’ fees. CAISSE CENTRALE DE REASSURANCE SA Statutory auditor’s report on the financial statements (Year ended 31 December 2015) Statutory auditor’s report on the financial statements (Year ended 31 December 2015) This is a free translation into English of the statutory auditors’ report issued in French and is provided solely for the convenience of English speaking users. The statutory auditors’ report includes information specifically required by French law in such reports, whether modified or not. This information is presented below the opinion on the financial statements and includes an explanatory paragraph discussing the auditors’ assessments of certain significant accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the financial statements taken as a whole and not to provide separate assurance on individual account captions or on information taken outside of the financial statements. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. To the Shareholders CAISSE CENTRALE DE REASSURANCE SA 157, boulevard Haussmann 75008 Paris In compliance with the assignment entrusted to us by your General Shareholders’ Meeting, we hereby report to you, for the year ended 31 December 2015 on: - the audit of the accompanying financial statements of CAISSE CENTRALE DE REASSURANCE SA; - the justification of our assessments ; - the specific verifications and information required by law. These financial statements have been approved by the Board of Directors. Our role is to express an opinion on these financial statements based on our audit. PricewaterhouseCoopers Audit SA, 63, rue de Villiers 92208 Neuilly-sur-Seine Cedex Téléphone: +33 (0)1 56 57 58 59, Fax: +33 (0)1 56 57 58 60, www.pwc.fr Société d’expertise comptable inscrite au tableau de l’ordre de Paris - Ile de France. Société de commissariat aux comptes membre de la compagnie régionale de Versailles.Société Anonyme au capital de 2 510 460 €. Siège social : 63, rue de Villiers 92200 Neuilly-sur-Seine. RCS Nanterre 672 006 483. TVA n° FR 76 672 006 483. Siret 672 006 483 00362. Code APE 6920 Z. Bureaux : Bordeaux, Grenoble, Lille, Lyon, Marseille, Metz, Nantes, Neuilly-Sur-Seine, Nice, Poitiers, Rennes, Rouen, Strasbourg, Toulouse. CAISSE CENTRALE DE REASSURANCE SA Statutory auditor’s report on the financial statements Year ended 31 December 2015 - Page 2 I - Opinion on the financial statements We conducted our audit in accordance with professional standards applicable in France; those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit involves performing procedures, using sample techniques or other methods of selection, to obtain audit evidence about the amounts and disclosures in the financial statements. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made, as well as the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. In our opinion, the financial statements give a true and fair view of the assets, liabilities and financial position of the Company as at 31 December 2015 and of the results of its operations for the year then ended in accordance with French accounting principles. II – Justification of our assessments In accordance with Article L.823-9 of the French Commercial Code requiring statutory auditors to justify their assessment, we inform you that the assessments we process focused on the appropriateness of the accounting principles applied, on the reasonableness of significant estimates made and on the overall presentation of the financial statements particularly as regards: Accounting estimates Certain technical captions related to reinsurance shown in the assets and liabilities of the Company’s balance sheet are estimated based on statistical, actuarial or underwriting forecasts. This is notably the case of technical provisions and technical reinsurance estimates. The methods used to determine the value of these items are described in Note 2.8 to the financial statements. Based on the information available to date, we assessed the approaches used by the Company and ensured that the assumptions used were reasonable considering notably the Company’s experience, its regulatory and economic environment, and the overall consistency of these assumptions. We also verified the appropriateness of the information included in the notes to the financial statements. Provisions for other-than-temporary impairment of investment securities are measured using the methods described in Notes 2.3.b and 2.3.c to the financial statements. We verified that the impairment on assets mentioned in the Article R. 332-20 of the French Insurance Code was consistent with the Company’s intent of holding these securities, the statutory and economic environment. CAISSE CENTRALE DE REASSURANCE SA Statutory auditor’s report on the financial statements Year ended 31 December 2015 - Page 3 We obtained the analyses prepared by the Company on potential risks on assets mentioned in the Article R. 332-19 of the French Insurance Code and in particular on the sovereign debt the Company holds. These analyses support the absence of impairment. We also verified the appropriateness of the information included in the notes to the financial statements. These assessments were made as part of our audit of the financial statements, taken as a whole, and therefore contributed to the opinion we formed which is expressed in the first part of this report. III - Specific verifications and information We have also performed, in accordance with professional standards applicable in France, the specific verifications required by French law. We have no matters to report as to the fair presentation and the consistency with the financial statements of the information given in the management report of the Board of Directors, and in the documents addressed to the shareholders with respect to the financial position and the financial statements.. Neuilly-sur-Seine, 15th April 2016 The Statutory Auditor PricewaterhouseCoopers Audit Gérard Courrèges Christine Billy GOVERNANCE BOARD OF DIRECTORS EXECUTIVE COMMITTEE financial results 2015 Balance sheet ASSETS In thousands of euros 12/31/2015 Gross amount Intangible assets Investments Lands and buildings Investments in subsidiaries and affiliated companies Other financial investments Funds held by ceding companies Reinsurers’ and retrocessionaires’ share of technical reserves Non-Life unearned premiums reserves Life reinsurance reserves Life claims reserves Non-Life claims reserves Depreciation and provisions 12/31/2014 Net amount Net amount 68 106 63 478 4 628 5 878 370 010 67 699 302 311 317 993 6 200 7 872 054 10 267 128 452 8 376 716 77 966 243 6 200 11 200 7 861 787 7 594 812 128 452 114 248 8 298 750 8 038 254 243 448 13 13 316 12 713 12 713 20 401 12 969 12 969 21 165 Receivables 76 706 3 078 73 628 69 818 Due from reinsurance operations State, Social Security, local authorities 843 843 34 592 Staff 10 Miscellaneous receivables 78 391 71 115 7 276 5 950 Other assets Operating assets Current accounts and cash Accruals Accrued interest and rents Deferred acquisition costs Other accruals Total assets 36 155 940 74 193 11 169 81 747 110 370 7 809 3 360 3 928 524 746 524 746 329 774 535 915 528 106 333 701 66 609 66 609 72 999 35 010 35 010 39 313 160 771 160 771 217 883 262 390 262 390 330 194 9 188 590 8 839 562 9 412 036 7 809 223 446 2015 Activity report - CCR LIABILITIES In thousands of euros 12/31/2015 Shareholder’s equity Share capital Additional paid in capital Revaluation reserves Other reserves Special reserve for long-term net capital gains Guarantee reserve Special reserve for exceptional and nuclear risks Special reserve for natural disasters Capitalization reserve Reserve for major natural risks Special reserve for acts of terrorism Special reserve for specific credit insurance risks Reserve for the purchase of original works by living artists Retained earnings Net income Gross technical reserves Non-Life unearned premiums reserves Life reinsurrance reserves Life claims reserves Non-Life claims reserves Equalization reserves Contingency reserves 12/31/2014 60 000 60 000 2 751 2 751 1 884 1 884 231 623 227 221 1 448 868 1 373 048 64 440 63 681 23 787 12 775 116 761 115 162 19 837 19 730 17 215 515 192 956 2 185 483 2 069 209 392 159 406 694 110 565 89 276 128 100 117 902 3 015 435 2 943 016 3 206 704 3 095 171 6 852 963 6 652 061 31 769 29 933 8 297 7 828 2 919 2 891 4 606 6 402 Cash deposits from reinsurers Other liabilities Liabilities from reinsurance operations Other borrowings, deposits and guarantees received Staff State, Social Security, local authorities Miscellaneous liabilities Liabilities adjustment account Total liabilities CCR - 2015 Activity report 28 818 5 681 19 421 18 425 64 061 41 227 54 314 47 132 9 188 590 8 839 562 37 financial results 2015 Profit and Loss Account In thousands of euros 12/31/2015 12/31/2014 Cessions and retrocessions Net operations Gross operations Net operations LIFE OPERATING ACCOUNT Earned premiums Premiums Change in unearned premiums Investment income Investment income Other investment income Realised gains 92 575 4 528 88 047 97 0 97 -3 591 92 672 4 528 88 144 90 535 4 653 4 653 4 413 521 521 486 1 679 1 679 1 299 6 854 6 854 6 198 0 94 127 Other technical income 0 0 72 Claims incurred Benefits and expenses paid Changes in claims reserves Changes in reserves Life reinsurance reserves -48 323 -7 -48 316 -6 961 304 -7 265 -66 653 -4 153 -55 284 297 -55 581 -70 806 -11 339 0 -11 339 2 263 -11 339 0 -11 339 2 263 Profit sharing -6 165 -147 -6 018 -3 897 Acquisition and administration expenses -15 460 Acquisition expenses Administration expenses -1 237 Commissions received from reinsurers 9 Investment expenses Internal and external administrative expenses Other investment expenses Realised losses Other underwriting expenses Life reinsurance operating result 38 -16 698 9 -15 460 -20 005 -1 237 -921 -9 -3 -16 707 -20 929 -650 -650 -469 -1 173 -1 173 -990 -460 -2 283 0 -493 -460 -297 -2 283 -1 756 -493 -211 7 265 4 687 2 577 1 470 2015 Activity report - CCR In thousands of euros 12/31/2015 12/31/2014 Cessions and retrocessions Net operations Gross operations NON-LIFE OPERATING ACCOUNT Earned premiums Premiums Change in unearned premiums Transferred investment income Other technical income Claims incurred Benefits and expenses paid Changes in claims reserves Profit sharing Net operations 1 194 667 29 898 1 164 768 17 851 162 17 689 -18 758 1 212 518 30 061 1 182 457 1 168 366 127 671 127 671 139 322 3 173 3 173 2 110 Other underwriting expenses Changes in equalization reserves Non-Life Reinsurance operating result 1 187 124 -674 942 -579 939 -7 038 -572 901 -49 124 6 935 -56 059 23 875 -629 063 -102 -628 961 -651 067 -4 049 -281 -3 768 -4 470 -161 380 -140 129 -12 652 -15 673 Acquisition and administration expenses -161 380 Acquisition expenses Administration expenses -12 652 Commissions received from reinsurers -507 -174 032 -507 507 755 -173 525 -155 046 -7 390 -7 390 -5 948 -111 533 -111 533 -151 168 388 123 342 097 417 293 29 171 NON-OPERATING ACCOUNT Life reinsurance operating result 2 577 1 470 Non-Life reinsurance operating result 388 123 342 097 Non-Life investment income Investment income Other investment income Realised gains Non-Life investment expenses Internal and external administrative expenses Other investment expenses Realised losses 171 947 181 844 19 259 20 012 62 048 53 532 253 254 255 387 -24 006 -19 307 -43 350 -40 793 -16 994 -12 254 -84 350 -72 355 Transferred investment income Other income Other expenses -127 671 -139 322 921 710 -456 0 Extraordinary items Extraordinary gains Extraordinary losses 21 513 19 635 -23 515 -24 811 -2 001 -5 176 Employee profit sharing -1 402 -3 693 Income tax -213 480 -186 163 Net income 215 515 192 956 CCR - 2015 Activity report 39 NOTES Fiscal Year 2015 Notes to the balance sheet before appropriation for the fiscal year ended December 31, 2015 The following notes and tables are an integral part of the annual financial statements prepared by the Board of Directors on March 12, 2015. Note 1: Year’s highlights and events occurring subsequently to the close of the fiscal year Note 2: Statement of accounting principles and valuation methods used Note 3: Information on balance sheet items and off balance sheet items Note 4: Information on profit and loss items The Caisse Centrale de Réassurance (CCR) is a French limited liability company whose activity is governed by the French Insurance Code. CCR operates on the one hand as a conventional reinsurer, without State guarantee, and on the other hand as a reinsurer with State guarantee in special areas of activity that include the reinsurance of exceptional risks and nuclear risks (Articles L 431-4 and L 431-5 of the Insurance Code), of risks relating to natural disasters (Article L 431-9) and of acts of terrorism (L 431-10). These activities backed by a State guarantee are carried out under the framework of specific agreements. The operations are recorded in the books in separate accounts showing separate results, which are then entered in a reserve account set aside to cover the corresponding operations, as required by the provisions of Articles L 431-7, R 431-16-3, R 431-16-4 and A 431-6 of the Insurance Code. NOTE 1 YEAR’S HIGHLIGHTS AND EVENTS OCCURRING SUBSEQUENTLY TO THE CLOSE OF THE FISCAL YEAR 1.1- YEAR'S HIGHLIGHTS Material changes in the balance sheet and profit and loss items are explained in the tables contained in this appendix. 1.2- EVENTS OCCURRING SUBSEQUENTLY TO THE CLOSE OF THE FISCAL YEAR No significant event occurred between December 31, 2015 and March 23, 2016, when the financial statements were approved by the Board of Directors. NOTE 2 STATEMENT OF ACCOUNTING PRINCIPLES AND VALUATION METHODS USED The principles and valuation methods used are those specified by the Insurance Code and, in the absence of special provision, by the Code of Commerce and the General Chart of Accounts. The profit and loss account is divided up into the life and non-life operating accounts and the nonoperating account. The operating accounts include, in addition to the operating items of respectively the life reinsurance and non-life reinsurance activities, general expenses and investment income from the reinsurance activities. Investment income from investing on own account is included in the non-operating account. The valuation criteria employed in connection with the underwriting results consist of posting the estimated written premiums in full for each account underwritten during the fiscal year, including the unearned premium reserves and commissions payable. The difference between the estimated final premium income, net of commissions plus the premiums included already in the ceding companies’ accounts, is shown as an accrual entry on the assets side of the balance sheet. The difference between the ultimate claims incurred to previously determined earned premiums, less those claims already advised by the ceding companies, is shown as loss reserves on the liabilities side of the balance sheet. This method is comparable to taking into account all items relating to the business written in the same year of account as the ceding company and eliminating the previous delays by reconciling the underwriting operations. The research and analyses performed applying the criteria set out in recommendation 2009-12 of October 1, 2009 released by the French Accounting Standards Board (Autorité des Normes Comptables) on accounting for so-called finite reinsurance treaties and for financial reinsurance treaties, did not identify any treaties of this type in the portfolio managed by the company. In connection with operations relating to reinsurance activities with the State’s guarantee, CCR does not currently subscribe to protection in the retrocession market, benefiting as it does from the guarantee of the State, which protects it against a pronounced fluctuation in loss experience from the frequency or severity of claims and/or events. In return for this protection, CCR pays the French State a proportion of its premiums for the year. As regards operations relating to open market reinsurance activities, the retrocession program underwritten by CCR is aimed at protecting the company against an excessive loss experience and therefore avoid exposure to sharp fluctuations in its annual results. This program is also aimed at managing the cost of the protection offered by the retrocession market by controlling the financial solidity of the retrocessionaires. 2.1- CHANGES IN ACCOUNTING METHOD The 2015 financial statements were prepared in accordance with the same accounting principles as in 2014. 2.2- INTANGIBLE ASSETS The acquisition cost of software is reported as an asset and depreciated over a three-year period. The production cost of a software package for processing underwriting operations is reported as an asset and straight-line depreciated over five years from the time it is brought into operation. 2.3- INVESTMENTS Investment assets are valued at their historical cost of acquisition. The valuation at the close of the fiscal year depends in particular on the nature of the asset and the length of time it has been held. a) Fixed assets • Buildings, land and unquoted shares in real estate companies are valued at the cost of acquisition or construction (except those reappraised by law) net of purchase expenses and tax, and including the cost of improvements. • The original values of construction materials were broken down into four component parts, as follows: - a structure’s basic shell, depreciated according to the residual value of the building at the date of purchase, taking into account the estimated life expectancy of the building at the time of construction, namely: 120 years for residential buildings, 150 years for residential buildings completed prior to 1900, 80 years for office buildings; - buildings’ envelopes depreciated over 30 to 35 years; - technical installations depreciated over 25 years; - fixtures and fittings depreciated over 15 to 25 years. For these last three components, the date of purchase constitutes the point from which depreciation commences on the understanding that any repairs or replacements made since the building’s original construction were made with materials of similar type or value at the end of each amortization period. Any works undertaken to improve the structures are subject to the depreciation factors for the buildings in question. • Special provisions for substantial and/or major repairs have been set up for extraordinary maintenance works that go beyond the normal context of upkeep, such as cleaning or restoration expenses for exterior walls. These expenses are pro-rated over the projected payout dates within the framework of a long-term program. • Provisions for long-term depreciation are determined according to the following classification: - Buildings used for operations, intended to be kept by the company, and for which the reference value used for valuation at the close of the fiscal year is the utility value, which is generally equivalent to the net book value. In principle, these buildings are not reported as depreciation. - Rental buildings, also intended to be kept by the company, and for which the reference value is a function of the return value determined on the basis of future rental flows. Provisions for depreciation are established by comparing this reference value with the book value, taking into account a long-term asset retention strategy. It is considered that a provision for depreciation is required when the reference value represents less than 15% of book value. In cases where buildings are to be sold within a short time, the reference value is equal to the realization value. - The realization value shown on the investment statement is obtained from fiveyear appraisals or, between two appraisals, from an annual estimate made by an appraiser approved by the French prudential supervision authority (Autorité de Contrôle Prudentiel). - Shares in real estate companies are estimated by applying these same principles. b) Variable-income securities Stock is recorded on the balance sheet on the basis of its acquisition price. The following two categories are used: - equity interest, for which the reference value is the value in use, which is a function of the utility that the holdings represent for the company. A provision for depreciation is established line by line when these amounts are below the acquisition value. - investment securities, at their probable market value. When the probable market value is significantly below the acquisition cost, a provision for long-term depreciation is established line by line, in accordance with the provisions of the official notice 2002-F of December 12, 2002 and issued by the National Accounting Council. Permanent declines in value are assessed on a multicriterial basis taking into account notably the situation concerning not only any significant unrealized capital losses in book value over the six-month period immediately preceding the decree but also the intrinsic problems or those stemming from the current economic situation faced by the companies concerned, thus rendering quite unlikely the chances of any mid-term recovery; for mutual funds by comparing their respective performances against preestablished benchmarks. In the absence of long-term holdings, more often than not, this method has resulted in an inventory valuation based on the last quoted market price at the time of the decree. In the financial statements for the year ended December 31, 2015, a provision for longterm depreciation was recognized applying a 20% threshold, in accordance with the aforementioned recommendation. An amount of € 4,482 million was therefore transferred to the provision for long-term depreciation in 2015. Given amounts reversed in connection with asset disposals during the year and adjustments to amounts provisioned at December 31, 2014 to reflect changes in prices in respect of items still in the portfolio, this provision came to € 10,267 million at December 31, 2015. c) Fixed-interest securities Bonds are recorded at their purchase cost less interest accrued. The difference between the acquisition cost and the redemption value is shown in the profit and loss account over the residual life of the bonds according to an actuarial computation. With regard to inflation-indexed bonds issued or guaranteed by a Member State of the European Union or by a public entity operating under the authority of one of these States, the profit or loss resulting from changes in inflation indices is recognized at each balance sheet date. Provision for long-term depreciation is made only if the issuer defaults. The realization value is the last price quoted or, in the absence thereof, the market value. In application of Decree 2010-1718 of December 30, 2010 on the functioning of the capitalization reserve as provided for by Article R 331-6 of the French Insurance Code (Code des Assurances) and of the Ordinance of December 30, 2010 amending article A 331-3 of said code, the potential tax impact of disposals in 2014 on this reserve was recognized under other non-technical income and charges, as applicable. Movements to and from the capitalization reserve in fiscal year 2015 resulted in a net amount of € 1,225 million being transferred to this reserve and in the recognition of a theoretical net tax credit of € 0.465 million. Regulation 2014-04 of June 5, 2014 relating to the accounting classification of bonds convertible into shares requires these instruments to be accounted for in accordance with article R 332-19 of the Insurance Code. However, when these instruments present a negative actuarial yield at the date of purchase, they may be accounted for in accordance with article R 332-20. This regulation does not apply to CCR since its portfolio of direct holdings does not include any such instruments. In application of Decree 2015-513 published in May 2015 on the cancellation of the capitalization reserve mechanism for non-life insurers and reinsurers, this mechanism will no longer be applied in the financial statements of CCR with effect from January 1, 2016. In application of said decree, a proposal for the transfer of the balance of the capitalization reserve to the "Other reserves" account will be submitted to the General Meeting. The balance of this reserve amounted to € 64,440 million at December 31, 2015. d) Other assets No provision is made for loans and other receivables unless there is a risk of default by the other party. e) Foreign exchange transactions Open foreign exchange positions result from differences between asset and liabilities denominated in each foreign currency. Certain positions are hedged, either through forward exchange transactions, or through transactions in foreign exchange derivatives (non-deliverable forwards) in the case of non-convertible currencies. At December 31, 2015, the main open positions were as follows (in millions for each local currency): Asset in original currency at December 31, 2015 CURRENCY Liability in original currency at December 31, 2015 Surplus/deficit at December 31, 2015 Hedged Canadian dollar CAD 246.40 165.80 80.60 -75.30 Taiwan dollar TWD 94.00 259.70 -165.70 148.00 Malaysian ringgit MYR 72.50 166.10 -93.60 92.50 Chinese renminbi CNY 79.50 269.80 -190.30 176.30 South Korean won KRW 3,917.10 12,988.60 9,071.50 6,195.60 Indian rupee INR 300.20 1,050.90 -750.70 638.90 Each leg of the foreign exchange transaction is recorded as an off balance sheet commitment under commitments given or commitments received. 2.4- OTHER OPERATING ASSETS Entries in this category appear on the balance sheet under assets according to their historical cost. Equipment, furniture and fixtures are depreciated by the straight-line or accelerated method, based on their expected useful life: - Office furniture and equipment ................... 3, 5 or 10 years - Fittings and fixtures ..................................... 10 years - Transportation equipment ........................... 5 years 2.5- ACCRUALS a) Acquisition costs Acquisition costs related to non-life reinsurance contracts are spread over the period of coverage, under the same conditions as the unearned premiums to which these costs pertain. b) Technical reinsurance calculations Additional premiums, commissions and brokerage are accounted for on the appropriate lines of the profit and loss account, together with an offsetting of accruals entry. 2.6- MULTICURRENCY ACCOUNTING All company operations are recorded in the foreign currencies in which they are transacted and, pursuant to the provisions of the Insurance Code, are converted into euros on the basis of the exchange rate in effect at the end of the fiscal year since January 1, 1999. Previously the French franc was the money of reference for currency exchange purposes. Fluctuations in the exchange rates for transactions in foreign currencies, including unrealized losses or gains at December 31, 2015, are reported in the profit and loss account; the difference resulting from currency translations of assets and liabilities as of January 1, 2015, on the basis of the exchange rates as of December 31, 2015 represents a loss of € 1,829 million. This method, which has been applied since January 1, 1999, complies with the requirements of recommendation no. 2007-02 issued by the National Accounting Council on May 4, 2007. 2.7- RESERVES FOR CONTINGENT LIABILITIES a) Reserves for pension benefits These are set up to provide retirement benefits to salaried employees at the end of their careers. The method by which the benefits are paid is based on the number of years in the employ of the firm (or the projected units of credit to be accumulated). It takes into consideration a gradual acquisition of rights over the years as the employee continues to work for the company. Various assumptions must be weighed carefully: - an undifferentiated revaluation rate for remuneration of 2% between managerial and non-managerial employees is established to take into account the latest total payroll forecasts, - a survival coefficient determined on the basis of INSEE mortality table TD-TV 11-13. The coefficient is equal to the following ratio: "number of living persons having reached retirement age" / "number of living persons with the same age as employee". - the expectancy of how many employees will reach retirement age based on annual turnover rates for the firm, by employee age groups. - a discount rate based on the iBoxx Corporate Overall AA 10+ index of 2% for 2015. Furthermore, these calculations take the employer’s expenses into account at a rate of 55%. b) Provision for additional paid vacation The protocol relevant to CCR's "employee benefits" stipulates that the number of annual paid vacation days is increased for employees leaving for retirement. This company commitment is being reported for the first time in the balance sheet and profit and loss account for 2015. The hypotheses for calculating reserves for pension benefits are used to calculate the provision for additional paid vacation for early retirees. c) Provision for long-service medals These are special bonuses granted to salaried employees having earned one or more Medals of Merit for services rendered according to pre-established rules as required by law. The same methodology applies as described for establishing pension benefits, except that a discount rate based on the iBoxx Corporate Overall AA 7-10+ index of 1.30% is applied for 2015. When measuring its obligations in respect of employee benefits, CCR took into account changes introduced by the Law reforming the French pension system (decree no. 20112034 of December 29, 2011 relating to the eligible retirement age). 2.8- UNDERWRITING RESERVES AND UNDERWRITING RESULT All ceding company accounts are recorded upon receipt. At the time of writing the contracts, the estimated premium anticipated from ceding companies permits CCR to forecast how each account will run fare. In the case of open market reinsurance activities, these estimates are produced by the underwriters for the treaties underwritten during the year and by the actuary for treaties underwritten in previous years. As an exception to this procedure, for non-proportional motor and third-party liability reinsurance, estimates are produced by the actuary for all underwriting years (excluding treaties covering risks underwritten in Malaysia that follow the procedure without exception). a) Premiums Premiums booked in each year correspond to the estimated income announced when the business was written. These estimates are reviewed constantly against the actual premiums accounted for, treaty by treaty. Unearned premium reserves are calculated on a pro-rata basis for non-proportional treaties and facultative business. For proportional business, this reserve is calculated according to the treaty conditions or on an inclusive basis according to the classes of risks involved and the accounts, as received from the ceding companies. b) Technical (loss) reserves Reserves for outstanding losses and the mathematical reserves, as advised by the ceding companies, are increased according to the anticipated results, plus a loading for claims handling. These reserves also include specific technical reserves according to various lines of business, or certain classes of risk, such as equalization reserves for natural disasters, nuclear and exceptional risks, as set in Articles R 331-6-6 paragraph a, and R 431-27 of the Insurance Code, which are called into play frequently. Should the overall value of investments sold, as set out in Article R 332-20 of the Insurance Code, prove to be less than the net overall value of these investments as carried on the balance sheet, then a reserve for current liabilities should be set up for the difference between these two amounts, in accordance with article R 331-6-7 of the Insurance Code. At December 31, 2015, no such reserve for current liabilities has been accounted for. 2.9- OTHER ELEMENTS a) Overheads and charges by destination For each function in the company, a complete cost is determined and then allocated to the appropriate administrative expense category on the basis of the principal activity inherent in that function. For cost centers which by their nature require a multiple allocation, the distribution is made on the basis of an individual measure of working time. The theoretical rent for a building used for operations is broken down in proportion to the different types of charge by destination. Commissions paid to ceding companies are charged to acquisition costs. b) Tax credit for competitiveness and employment The tax credit for competitiveness and employment, which was instituted by the third Additional Budget Act for 2012, took effect from January 1, 2013. Its main characteristics are summarized below: - - This tax credit is available on all wages not exceeding 2.5 times the minimum wage paid in any given calendar year, with effect from January 1, 2013. The rate of the tax credit was then increased from 4% for wages paid in 2013 to 6% from January 1, 2014; The tax credit is offset against corporation tax, failing which the tax credit will be refunded after three years. For 2014, the tax credit for competitiveness and employment amounted to € 161,489 and was deducted from the company’s corporation tax liability. This amount was used to fund: • • • • training courses (final module of management training begun in 2013, training for new managers and for internal control managers (€ 37 thousand), recruiting expenses relevant to the replacement of the head of technical accounting (€ 40 thousand), assessment and advisory services relating to the development of strategic orientations (€ 55 thousand) renovations aimed at improving energy efficiency (€ 30 thousand). For 2015, the tax credit for competitiveness and employment amounted to € 150,941 and was deducted from the company’s corporation tax liability. NOTE 3 INFORMATION ON BALANCE SHEET ITEMS AND OFF BALANCE SHEET ITEMS 3.1- INVESTMENTS A - CHANGES AFFECTING INVESTMENT ITEMS GROSS AMOUNT (in thousands of euros) Land Buildings CHANGES 1/1/2015 + 117,305 198,728 12/31/2015 - 3,229 299 117,305 201,658 Unquoted shares in real estate companies 61,041 9,993 51,048 Equity interest in affiliated companies 11,200 5,000 6,200 Funds held by ceding companies Other investments 7,287,051 2,842,850 2,593,919 7,535,982 2,968 3,351 533 5,786 Funds held by other ceding companies 269,214 322,449 285,705 305,958 Deposits and guarantees 160,530 5,481 13,232 152,779 8,108,037 3,177,360 2,908,681 8,376,716 Loans TOTAL DEPRECIATION AND RESERVES (in thousands of euros) Buildings Unquoted shares in real estate companies Other investments TOTAL 1/1/2015 ALLOCATIONS RECOVERIES + - 12/31/2015 59,079 10,704 8,701 4,552 81 4,989 67,699 10,267 69,783 13,253 5,070 77,966 B- SUMMARY OF INVESTMENTS (in thousands of euros) Table I 2015 GROSS AMOUNT 1) 2) 3) 1 REAL ESTATE INVESTMENTS AND DEALS IN PROGRESS - within the OECD - outside the OECD STOCK AND OTHER VARIABLE INCOME SECURITIES OTHER THAN MUTUAL FUND SHARES - within the OECD - outside the OECD MUTUAL FUND SHARES (OTHER THAN THOSE IN 4) - within the OECD - outside the OECD 4) MUTUAL FUND SHARES HOLDING ONLY FIXEDINCOME SECURITIES - within the OECD - outside the OECD 5) BONDS AND OTHER FIXED-INCOME SECURITIES - within the OECD - outside the OECD MORTGAGE LOANS - within the OECD - outside the OECD OTHER LOANS AND SIMILAR INSTRUMENTS - within the OECD - outside the OECD DEPOSITS WITH CEDING COMPANIES - within the OECD - outside the OECD 6) 7) 8) 9) 10) DEPOSITS (OTHER THAN THOSE IN 8) AND GUARANTEES IN CASH AND OTHER INVESTMENTS - within the OECD - Outside the OECD NET AMOUNT 2014 REALIZATION VALUE NET AMOUNT REALIZATION VALUE 370,004 7 302,311 0 690,219 0 317,993 0 691,420 0 142,024 2 136,475 2 144,978 2 91,597 2 96,184 2 2,158,337 25,000 2,153,619 25,000 2,548,439 28,286 1,921,492 40,000 2,290,377 45,345 5,394,327 5,359,019 5,621,976 5,360,483 5,695,958 5,785 5,785 5,785 7,968 7,968 107,548 20,904 107,548 20,904 107,548 20,904 91,936 22,312 91,936 22,312 152,778 152,778 152,778 160,530 160,530 8,376,716 8,263,441 9,320,916 8,014,313 9,102,032 ASSETS REPRESENTING CONTRACTS IN ACCOUNT UNITS - Real estate investments - Variable income securities other than mutual fund shares - Mutual fund shares holding only fixed-income securities - Other mutual fund shares - Bonds and other fixed-income securities TOTAL OF LINES 1 TO 10 (1) 1 (1) Including difference compared with redemption price of securities valued in accordance with article R 332-19 still to be amortized, amounting to € 35.3 million. 2 Including difference compared with redemption price of securities valued in accordance with article R 332-19 still to be amortized, amounting to € 23.9 million. 2015 OF WHICH: GROSS AMOUNT NET AMOUNT 2014 REALIZATION VALUE NET AMOUNT REALIZATION VALUE - INVESTMENTS VALUED ACCORDING TO R 332-19 5,393,096 5,357,787 5,620,913 5,359,251 5,694,856 - INVESTMENTS VALUED ACCORDING TO R 332-20 2,855,168 2,777,202 3,571,551 2,540,814 3,292,928 - INVESTMENTS VALUED ACCORDING TO R 332-5 OF WHICH: - SECURITIES ALLOCATABLE TO REPRESENTATION OF UNDERWRITING RESERVES OTHER THAN THOSE BELOW GROSS AMOUNT NET AMOUNT REALIZATION VALUE NET AMOUNT REALIZATION VALUE 7,745,602 7,632,392 8,647,403 7,433,255 8,454,536 293,685 293,716 326,632 254,959 308,037 337,429 337,333 346,882 326,100 339,460 - SECURITIES PLEDGED TO COVER COMMITMENTS TO PROVIDENTIAL INSURANCE COMPANIES OR COVERING MANAGED INVESTMENTS FUNDS - SECURITIES DEPOSITED AT CEDING COMPANIES (INCLUDING SECURITIES DEPOSITED AT CEDING COMPANIES FOR WHICH THE COMPANY STANDS GUARANTEE) - SECURITIES ALLOCATABLE TO REPRESENTATION OF SPECIAL UNDERWRITING RESERVES FOR OTHER BUSINESS IN FRANCE - OTHER ALLOCATIONS OR UNALLOCATED 2015 OF WHICH: GROSS AMOUNT - INVESTMENT WITHIN THE OECD - INVESTMENT OUTSIDE THE OECD NET AMOUNT 2014 REALIZATION VALUE NET AMOUNT REALIZATION VALUE 8,330,803 8,217,535 9,271,724 7,951,999 9,034,373 45,913 45,906 49,192 62,315 67,660 TABLE II 2015 GROSS AMOUNT - ASSETS ALLOCATABLE TO REPRESENTATION OF UNDERWRITING RESERVES (OTHER THAN INVESTMENTS, FORWARD FINANCIAL INSTRUMENTS AND THE REINSURERS’ SHARE OF UNDERWRITING RESERVES) 639,333 NET AMOUNT REALIZATION VALUE 639,333 LAND AND BUILDINGS: BREAKDOWN 2014 639,333 NET AMOUNT 463,250 2015 GROSS AMOUNT NET AMOUNT REALIZATION VALUE 463,250 2014 REALIZATION VALUE NET AMOUNT REALIZATION VALUE BUILDINGS USED FOR OPERATIONS - Rights in property - Shares in unlisted real estate companies or real estate agencies 61,195 58,133 62,600 59,392 62.300 255,729 191,098 455,404 196,726 442.474 51,048 51,048 172,215 61,041 185.811 367.972 300,279 690,219 317,159 690,585 OTHER NON-CURRENT ASSETS - Rights in property - Shares in unlisted real estate companies or real estate agencies TOTAL OF LINES 1 TO 10 C- SUBSIDIARIES AND HOLDINGS (in thousands of euros) COMPANIES CAPITAL OTHER EQUITY CAPITAL EXCLUDING 2015 RESULT PERCENTAGE OWNERSHIP BOOK VALUE OF SHARES HELD GROSS 2015 REVENUE 2015 PROFIT DIVIDENDS RECEIVED IN 2015 NET 1) Subsidiaries . SAS ROCHEFORT 25 157, Boulevard Haussmann 75008 PARIS 14,940 683 100.00% 14,932 14,932 2,320 1,108 983 . SAS POMPE 179 157, Boulevard Haussmann 75008 PARIS 15,270 181 100.00% 15,268 15,268 1,614 324 174 . SAS CIVRY 22 157, Boulevard Haussmann 75008 PARIS 7,860 62 100.00% 7,859 7,859 1,166 202 0 . SAS CASTELNAU 6 157, Boulevard Haussmann 75008 PARIS 7,280 117 100.00% 7,279 7,279 1,090 195 259 . SAS BOULOGNE 78 157, Boulevard Haussmann 75008 PARIS 5,710 248 100.00% 5,709 5,709 971 357 486 . CAISRELUX 534, rue de Neudorf L-2220 Luxembourg 6,200 0 99.99% 6,200 6,200 NC NC 0 3.2- CURRENT RECEIVABLES AND LIABILITIES Other debtors include a € 2.4 million receivable from companies in which CCR has a participating interest (which is due within one year) and a € 70.6 million receivable following two court rulings that are not open to appeal (this amount has been fully provisioned to reflect the payment capacity of the natural persons who stand liable for its settlement). OTHER RECEIVABLES (in thousands of euros) GROSS Due from reinsurance operations Other receivables RESERVES 76,706 LESS THAN ONE YEAR FROM ONE TO FIVE YEARS MORE THAN FIVE YEARS 73,628 43,501 8,651 21,476 843 843 NET 3,078 843 TOTAL 73,628 843 Other debtors 78,391 71,115 7,276 7,307 59 -90 7,276 TOTAL 155,940 74,193 81,747 51,651 8,710 21,386 81,747 OTHER LIABILITIES (in thousands of euros) NET Liabilities from reinsurance operations LESS THAN ONE YEAR 8,297 8,296 Other liabilities 36,343 33,577 Other creditors 19,421 19,421 64,061 61,294 TOTAL FROM ONE TO FIVE YEARS 1,944 MORE THAN FIVE YEARS TOTAL 1 8,297 822 36,343 19,421 1,944 823 64,061 Other liabilities do not include any amounts payable to companies in which CCR has a participating interest. 3.3- OPERATING ASSETS GROSS AMOUNT (in thousands of euros) + Start-up costs Other intangible assets - 5,963 59,271 2,741 7 62,005 1,586 138 1,586 138 61,195 Deposits and guarantees Equipment, furniture, fixtures 12/31/2015 5,963 Other intangible assets in progress Company head office building CHANGES 1/1/2015 61,195 90 9 1 98 10,773 452 155 11,070 138,878 3,340 1,749 140,469 Fixed assets in progress TOTAL DEPRECIATION AND RESERVES (in thousands of euros) Start-up costs Other intangible assets 1/1/2015 ALLOCATIONS RECOVERIES + - 12/31/2015 5,963 5,963 54,979 2,542 Company head office building 1,803 1,259 Equipment, furniture, fixtures 6,936 1,008 135 7,809 69,681 4,809 141 74,349 TOTAL 6 57,515 3,062 3.4- ACCRUALS 2015 (in thousands of euros) Reinsurance underwriting valuations ASSETS 2014 LIABILITIES 141,253 ASSETS 668 LIABILITIES 195,138 Deferred acquisition expenses 35,010 39,313 Prepaid interest and rents 66,609 72,999 Amortization of differences in 18,332 53,640 910 21,573 45,514 27 685 redemption on securities Retrocession accounts to be established Miscellaneous TOTAL 157 1,029 5 1,144 23 262,390 54,314 330,194 47,132 3.5- ASSETS AND LIABILITIES IN FOREIGN CURRENCIES The overall amount of exchange values in euros and the breakdown of the major foreign currencies, on the credit and debit sides of the ledger, are shown hereunder: CURRENCIES (in thousands of euros) Euro ASSETS LIABILITIES SURPLUS 2015 SURPLUS 2014 8,342,481 8,120,345 222,137 210,665 US Dollar 215,104 193,793 21,311 34,408 Canadian Dollar 162,996 109,718 53,278 53,872 Pound Sterling 208,766 207,346 1,421 -5,467 Japanese Yen 32,131 26,782 5,348 -4,726 Swedish Crown 6,394 7,825 -1,431 -3,784 Swiss Franc 7,265 6,948 317 751 Taiwan Dollar 2,621 7,243 -4,622 -3,853 Australian Dollar 6,839 6,113 726 76 Hong Kong Dollar 17,664 17,056 608 -273 Norwegian Crown 5,004 3,426 1,579 582 Danish Crown 3,555 3,151 404 1,965 177,770 263,331 -85,561 -91,261 9,188,590 8,973,075 215,515 192,956 Other currencies TOTAL 3.6- SHAREHOLDERS’ EQUITY CHANGES IN SHAREHOLDER’S EQUITY OPENING AMOUNTS (in thousands of euros) Capital (1) before appropriation of result CHANGES DURING FISCAL YEAR Appropriation at year end 2014 AMOUNTS AT YEAR END Other changes 60,000 60,000 Special revaluation reserve 2,751 2,751 Special guarantee reserve 1,884 1,884 Special reserve for exceptional and nuclear risks Reserve for natural disasters Reserve for major natural risks Special reserve for acts of terrorism Special reserve for specific credit insurance risks 227,221 4,401 231,623 1,373,048 75,820 1,448,868 12,775 11,012 23,787 115,162 1,600 116,761 19,730 106 19,837 17 17 Reserve for the purchase of original works by living artists Capitalization reserve 63,681 760 64,440 Other reserves Retained earnings 2014 fiscal year result 192,956 2014 dividends (192,956) 100,000 2015 fiscal year result TOTAL 2,069,209 (1) The share capital consists of 3,000,000 shares of € 20 each. (100,000) 215,515 215,515 116,275 2,185,484 3.7- CONTINGENT LIABILITIES RESERVES (in thousands of euros) 2014 CHANGES DURING FISCAL YEAR ALLOCATIONS RECOVERIES for the fiscal year Amortization expenses Special revaluation allowance 5,737 910 918 2015 2,404 Charged 2,404 4,243 19 899 Provision for taxes Expense allowances - time valued savings accounts 8,024 8,694 8,024 286 8,694 Reserves for pension benefits 5,183 5,697 5,183 84 5,697 Provision for long-service medals 3,281 4,229 3,281 150 4,229 Provision for additional paid vacation Provision for extraordinary expenses 2,718 2,718 376 629 719 245 286 Reserve for foreign exchange risk 1,769 500 1,769 3,918 500 Provision for major repairs 4,645 4,502 4,645 599 4,502 29,933 27,879 26,044 7,686 31,768 TOTAL The allowance of € 2.7 million relating to the "Provision for additional paid vacation" corresponds to the increase in annual paid vacation for employees leaving for retirement. This commitment is being reported for the first time in the balance sheet and profit and loss account for 2015. 3.8- CURRENCY TRANSACTIONS Hedging transactions were entered into for the purpose of mitigating or neutralizing currency risks. The instruments used were forward sales or purchases for convertible currencies and non-deliverable forwards (NDF) for non-convertible currencies. They concerned operations renewed at each maturity, entered into over the counter, and which at December 31, 2015 consisted of: - the forward sale of 75,320 million Canadian dollars, resulting in an unrealized loss of € 2,020 million which was added back for taxation purposes; and transactions in non-deliverable forwards on non-convertible currencies, resulting in an unrealized loss of € 0.500 million, which gave rise to a provision for impairment deductible from taxable income, and in an unrealized gain of € 0.349 million, which was added back for taxation purposes. The provision for unrealized losses amounting to € 1,769 million set aside at December 31, 2014 was reversed for accounting and taxation purposes in 2015, while the unrealized gain of € 1,356 million added back to taxable income in 2014 was deducted from taxable income in 2015. Transactions unwound in 2015 generated a gain of € 3,918 million that was included in taxable income. NOTE 4 INFORMATION ON PROFIT AND LOSS ITEMS 4.1- GROSS PREMIUMS BY ACTIVITY (in thousands of euros) 2015 2014 OPEN MARKET REINSURANCE Life acceptances Non-life acceptances 92,575 99,406 326,081 346,464 418,656 445,870 9,021 14,676 793,427 797,261 66,009 65,255 45,409 20,600 44,136 21,119 128 -14 868,586 877,178 1,287,241 1,323,048 STATE-GUARANTEED REINSURANCE Exceptional and nuclear risks Natural disaster risks Terrorist acts of which small and medium risks Large risks (GAREAT) Credit insurance risks TOTAL 4.2- PORTFOLIO MOVEMENTS NON-LIFE (in thousands of euros) GROSS LIFE NET GROSS NET Portfolio entries Premiums Benefits and expenses paid 106,556 106,162 204 204 16,768 15,950 4,216 4,216 116,496 115,908 144 144 21,188 19,769 2,309 2,309 Portfolio withdrawals Premiums Benefits and expenses paid 4.3- COMMISSIONS a) Commissions relating to acceptances (in thousands of euros) Gross commissions paid Life Non-life 2015 2014 88,984 95,498 13,646 14,977 75,338 80,521 b) B - Commissions included under acquisition costs (in thousands of euros) Gross commissions and brokerage Life Non-life 2015 2014 139,775 132,572 9,559 18,304 130,216 114,268 4.4- INVESTMENT INCOME AND EXPENSES (in thousands of euros) Income from real estate investments FINANCIAL INCOME AND EXPENSES INVOLVING INVESTMENTS IN AFFILIATED COMPANIES 1,428 OTHER FINANCIAL INCOME AND EXPENSES TOTAL 20,400 21,828 148,812 148,812 5,961 5,961 175,173 176,601 Financial expenses 14,147 14,147 Internal administrative expenses 10,509 10,509 24,655 24,655 Income from other investments Other income TOTAL TOTAL 1,428 4.5- UNDERWRITING EXPENSES BY TYPE AND DESTINATION A- BREAKDOWN OF CHARGES CHARGES BY TYPE (in thousands of euros) 2015 External charges 2014 10,375 10,142 5,123 4,777 Taxes, duties and comparable payments 14,718 15,559 Salaries and fringe benefits 30,235 29,898 23 61 60,474 60,437 Allocation to depreciation of fixed assets 3,481 3,937 Theoretical rental of the company’s head office building 3,359 3,499 67,314 67,873 Other external charges Other current administrative expenses Sub-total TOTAL CHARGES BY DESTINATION (in thousands of euros) Claims management expenses 2015 2014 6,253 7,283 Other acquisition expenses 32,549 31,451 Other administrative expenses 12,546 14,875 5,457 4,294 10,509 9,970 67,314 67,873 Other underwriting expenses Investment management expenses TOTAL CCR also incurred € 1,376 million of expenses providing management services on behalf of its real estate subsidiaries and on behalf of the French State with regards to several public funds: - Compensation Fund for Construction Insurance Risks (Fonds de compensation des risques de l’assurance de la construction - FCAC), - National Guaranty Fund for Agricultural Disasters (Fonds National de Gestion des Risques en Agriculture - FNGRA), - Major Natural Risk Prevention Fund (Fonds de prévention des risques naturels majeurs), - Guarantee Fund for Risks Linked to Spreading of Urban or Industrial Wastewater Sludge (Fonds de garantie des risques liés à l’épandage agricole des boues d’épuration urbaines ou industrielles), - National Intercompany Credit Protection Fund (Fonds de sécurisation du crédit interentreprises). In accordance with the requirements of Class 6 of Article A 343-1 IV, the corresponding reimbursements of these costs were recorded in separate subaccounts opened for each of the expense accounts concerned. B- BREAKDOWN OF SALARIES (in thousands of euros) Salaries 2015 2014 19,619 18,775 Fringe benefits and contingency fund 8,789 9,156 Other charges 1,827 1,967 30,235 29,898 255 266 232 23 232 34 Canada Branch 9 9 Lebanon Branch 3 3 267 278 TOTAL Head office Management staff Non-management staff TOTAL AVERAGE HEADCOUNT C- COMPENSATION OF BOARD OF DIRECTORS AND EXECUTIVE COMMITTEE (in thousands of euros) Directors’ fees for board meetings 2015 2014 58 33 Remuneration for members of Executive Management 410 897 Remuneration for directors and officers 316 4.6- OTHER TECHNICAL INCOME AND EXPENSES Other underwriting revenue primarily involves revenue from participation in professional joint ventures. Other underwriting expenses include the costs of such participation, and the expenses of internal cost centers not directly related to underwriting activity. 4.7- OTHER NON-TECHNICAL INCOME AND EXPENSES Other non-technical income and expenses represent the theoretical tax credit or tax charge on transfers to and from the capitalization reserve in 2015, recognized pursuant to the requirements set out in Note 2.3 above. 4.8- BREAKDOWN OF EXTRAORDINARY ITEMS (in thousands of euros) EXTRAORDINARY LOSSES Transfer from special provision for re-indexation EXTRAORDINARY GAINS 19 Tax credit 8 Extraordinary profits from financial management Exceptional depreciation 32 910 2,404 Provision for extraordinary expenses 629 719 Reserve for foreign exchange risk 500 1,769 Provision for time savings accounts 8,694 8,024 Provision for long-service medals 4,229 3,281 Reserves for pension benefits 5,697 5,184 Provision for additional paid vacation 2,718 Tax recall Provision for tax Extraordinary receivables 14 Other extraordinary revenues or expenses TOTAL 137 59 23,514 21,513 4.9- EMPLOYEE PROFIT SHARING An amount of € 1,402,249.79 in respect of employee profit sharing along with provisions in respect of the corresponding social security contributions amounting to € 320,000 and payroll taxes amounting to € 171,000 (calculated by reference to the Company’s estimated 2015 result drawn up in November 2015) were recognized in the profit and loss account. 4.10- CORPORATE TAX DEFERRED AND CONTINGENT TAX No deferred tax was recognized. In accordance with the tax liability method, tax calculated was at 38% unless stated otherwise. 4.11- STATUTORY AUDITOR FEES As required by article R 123-198-9 of the French Commercial Code (Code de Commerce), you are informed that: - the fees invoiced by PriceWaterhouseCoopers in respect of their statutory audit of the 2015 accounts amounted to € 187,349 (excluding taxes), - the fees invoiced by PriceWaterhouseCoopers in respect of the assistance provided in connection with preparatory work for the tax control of the electronic accounting system amounted to € 35,800 (excluding taxes) which includes the review of the accounting data file, and - the fees invoiced by PriceWaterhouseCoopers in respect of the assistance provided in connection with preparatory work for Solvency II requirements amounted to € 36,000 (excluding taxes) which includes the review of the economic balance sheet and of the Solvency Capital Requirement (SCR) at December 31, 2014.