Directors’ report

The directors of Old Mutual Life Assurance Company (South Africa) Limited (the Company or the Group) have pleasure in submitting their report on the consolidated and separate annual financial statements for the year ended 31 December 2022.

Review of activities

The principal activity of the Group is the transaction of all classes of life assurance, savings and retirement funding business. The Group underwrites life insurance risks associated with death and disability. It also issues a diversified portfolio of investment contracts and earns fee income from investment management service contracts.

The operating results and financial position of the Group and company are set out in the income statements, statements of comprehensive income, statements of financial position, statements of changes in equity, statements of cash flows and accompanying notes.

Profit before tax for the Group was R3 324 million (2021: R7 251 million), and profit after tax was R3 684 million (2021: R3 478 million).

Profit before tax for the company was R2 596 million (2021: R7 278 million), and profit after tax was R3 204 million (2021: R3 741 million).

Consolidated and Company annual financial statements

In terms of International Financial Reporting Standards (IFRS), the Company is required to produce consolidated financial statements as its subordinated debt instruments are traded in a public market.

In the Company financial statements, the Company’s investments in its subsidiaries, joint ventures, associate companies and structured entities are accounted for as financial assets at fair value through profit or loss and dividends are recognised when receivable.

Details of the financial results are set out on pages 17 to 167 of the consolidated annual financial statements and on pages 17 to 167 of the separate annual financial statements.

The directors have approved the consolidated and separate annual financial statements as reflected on pages 17 to 167, including the certificate by the Group Company Secretary on page 3 and the Audit committee report for the 2022 financial year on page 11.

Holding company

The Company’s holding company is Old Mutual Emerging Markets Proprietary Limited, incorporated in South Africa.

Ultimate holding company

The Company’s ultimate holding company is Old Mutual Limited, incorporated in South Africa and listed on the Johannesburg Stock Exchange, with secondary listings in Malawi, Namibia and Zimbabwe and a standard listing on the London Stock Exchange.

Share capital

There were no changes in the authorised or issued ordinary share capital of the Company during the current and prior year.

Dividends

Dividends on ordinary shares amounting to R5 480 million (2021: R4 535 million) and dividends on preference shares amounting to

RNil (2021: RNil) were declared during the year by the Company.

The directors of the company acknowledged, that it had applied the solvency and liquidity requirements of the Companies Act and Long-term Insurance Act 52 of 1998 prior to the dividend declaration and reasonably concluded that the company will satisfy same immediately after completing the distribution.

Borrowings

The directors may from time to time exercise all of the powers of the Company to (a) borrow for the purposes of the Company such sums as they think fit; and (b) secure the payment or repayment of any such sums, or any other sum, as they think fit, whether by the creation and issue of any securities, mortgage or charge upon all or any of the property or assets of the Company provided that the Company may not borrow any assets without the prior written approval of the Prudential Authority, and the authorisation of the shareholders by an ordinary resolution.

Directors

Details of the members of the Board who served during the year and at the reporting date have been provided below.

The issuer is required, by the Insurance Act, to annually evaluate the performance of the Board of directors of the issuer and that of its committees, its chair and its individual directors as set out by the King Code. The Board hereby confirms that it has performed a performance assessment for the reporting year, which assessment was performed by an independent service provider (The Board Practice). The biographical information of the current directors can be found in note L.

4	Separate and Consolidated Annual Financial Statements		OMLACSA
for the year ended 31 December 2022

The directors had no third party or company responsible for managing any business activities of the Group. Refer to note I3 for detailed related party disclosure

Name	Position as director	Appointment date	Resignation date
TA Manuelc	Independent Non-executive Director	24.10.2017
PG de Beyera, ac, c, r	Independent Non-executive Director	01.03.2012
AK Essienc, r	Independent Non-executive Director	24.10.2017
O Ighodaroa, ac, r	Independent Non-executive Director	22.09.2020
I Kgaboeselea, ac	Independent Non-executive Director	24.10.2017
J Langnera, ac	Independent Non-executive Director	20.05.2021
JR Listera, ac, r	Independent Non-executive Director	24.10.2017
Dr SM Magwentshu-Rensburgc	Independent Non-executive Director	24.10.2017
TM Mokgosi-Mwantembe	Non-executive Director	24.10.2017
CWN Molopea, ac, r	Independent Non-executive Director	31.10.2012	Resigned 30.06.2022
BM Rapiyac, r	Non-executive Director	01.04.2011	Retired 31.07.2022
CG Troskie	Executive Director	01.04.2018
IG Williamson	Executive Director	27.05.2019

Member of the Audit committee.
ac Member of the Actuarial committee.
c Member of the Committee for Customer Affairs. r Member of the Risk committee.

Directors’ interests

According to the Register of Directors’ Interests, maintained by the Company in accordance with the provisions of section 30(4)(d) of the Companies Act, directors of the Company have disclosed the following interest in the ordinary shares of the Company:

	Direct	Indirect	Total	Direct	Indirect	Total
Directors	beneficial	beneficial	2022	beneficial	beneficial	2021
TA Manuel	437	–	437	437	–	437
PG de Beyer	962	–	962	962	–	962
O Ighodaro	20 000	–	20 000	20 000	–	20 000
I Kgaboesele1	–	47 900	47 900	–	13 500	13 500
BM Rapiya2	1 662	333 364	335 026	1 662	333 364	335 026
CG Troskie3	310 943	–	310 943	236 412	–	236 412
IG Williamson3, 4	847 758	–	847 758	482 698	–	482 698

Purchase of Old Mutual Limited shares on 1 September 2022 by an associate.

Retired from the Old Mutual Limited Board on 31 July 2022. Holding disclosed as at 31 July 2022.

The amounts for CG Troskie and IG Williamson exclude unvested shares in STI and LTI schemes.

Purchase of Old Mutual Limited shares on 1 September 2022..

The directors had no interest in any third party or company responsible for managing any of the business activities of the Group. There have been no changes in the directors’ interests between 31 December 2022 and the date of publication of the annual report.

Group Company Secretary

EM Kirsten is the Group Company Secretary.

Auditors

During the year, Deloitte & Touche and Ernst & Young Inc. have been the joint auditors of the Group and the Company.

The auditors’ engagement is in accordance with section 90 of the Companies Act of South Africa. The Audit committee confirms that it has complied with Par 7.3(e) III and IV of the JSE Debt Listing requirements, in that it has obtained the information detailed in paragraph 22.15(h) of section 22 of the JSE Listings Requirements in their assessment of the suitability for re-appointment of the audit firm and designated individual partner, and secondly, that it has ensured that the auditors are re-appointed at the Annual General Meeting of shareholders.

Debt officer

The Board has considered and is satisfied with the competence, qualifications and experience of the appointed debt officer, M van der Walt.

Events after the reporting period

Continued loadshedding and the declaration of a national state of disaster in South Africa will put additional pressure on our clients’ disposable income as the economic impacts filter down to household level. We are, however, positive that the measures put in place through the state of disaster will accelerate the resolution of the energy crisis.

Furthermore, on 24 February 2023, South Africa was ‘greylisted’ by the Financial Action Task Force. While this decision could have potential financial and economic impacts, at Old Mutual, we do not expect South Africa’s ‘greylisting’ to have a material impact on our relationship with our customers. Old Mutual has always taken care to safeguard our customers’ investments with us and we will continue to do so through our processes and controls to manage the risk of money laundering, proliferation, and terrorist financing.

Other than the aforementioned, the directors are not aware of any material events (as defined per IAS 10 Events after the Reporting Period) after the reporting date of 31 December 2022 until the date of authorisation of these audited consolidated financial statements.

OMLACSA		Separate and Consolidated Annual Financial Statements		5
		for the year ended 31 December 2022