Annual General Meeting (AGM)

Kevin Parry: Well, good morning, everybody. I'm sure in the distance I heard Big Ben striking eleven o'clock. So, we, we deem it to be eleven o'clock. I'm Kevin Parry. I'm the Chairman of Royal London, and it's my privilege to welcome you to the 2024 annual general meeting of the Royal London Mutual Insurance Society Limited. We're delighted once again to welcome members to The Royal Horseguards Hotel, and we appreciate you all taking the time to join us today. And I can already see a number of familiar faces who have been previous attendees here, welcome back. We're committed to ensuring that the AGM is accessible to all members, and we continue to work hard to improve your experience. As is becoming usual practice, we are hosting a hybrid meeting with many members also joining us online. So, hello to those of you who are attending virtually. We appreciate that technology can sometimes pose challenges, so with that in mind I'd like to give people a couple of minutes to ensure that they have been able to login. While we do that, we'd like to share a short video with, with you, that brings to life some of our key achievements during 2023. Thank you.

Video: Royal London. We're a growing modern mutual guided by one purpose. We are really proud of what we achieved in 2023. We continued to invest in technology, with tools to help customers build their financial resilience. We paid 99% of protection claims in 2023, making a real difference to families across the UK and Ireland. We continued to deliver strong investment performance with 96% of our actively managed funds outperforming their three-year benchmarks. Since we were founded, we have focused on helping people who are less able to help themselves. In 2023, we contributed £2.4 million to charitable and social impact initiatives, including Turn2us, and Cancer Research UK. And through our sponsorships we continue to champion women's rugby, becoming the founding partner of the first ever British and Irish Lions Women's Tour. We aim to help build a world worth retiring into. Over 2023, we continued to engage with policy makers and regulators on the move to net zero. And through active engagement with companies in which we invest, we aim to ensure that their actions support the transition to a sustainable world.

We won key industry awards including Company of the Year 2023 at the Financial Adviser Service Awards. We're customer owned, so when we do well we believe you should too. This year we're sharing £163 million of our profits with over 2 million eligible customers in the UK. As a proud modern mutual, we are passionate about the positive difference we can make. We continue to support you, and society. Protecting today, investing in tomorrow. Together we are mutually responsible.

Kevin Parry: So, good morning once again, and for those joining while the video was playing, I'm Kevin Parry, and I'm the Chairman of Royal London. So, I'd like to welcome you to the AGM of the Royal London Mutual Insurance Society, particularly those who have joined in the last few minutes. The AGM remains a highlight in the calendar for me, and also for your Board. We enjoy hearing your views, and having the opportunity to carry on the discussion after the formal proceedings are concluded. For those in the room, we'd like to invite you to join us for light refreshments after the conclusion of the meeting, back through where we just came from. As always, I'm going to start with the health and safety notices, and I can confirm that as far as we know there should be no fire alarm today. So, if the alarm does sound, please follow the Royal London team who are placed around the room, and they will make sure that you're guided to the nearest fire exit. For members joining our AGM online, we hope you can hear us, and see us clearly. If you experience any technical challenges there is a guidance-, there is guidance available via the help link.

And there is also the facility to submit a query to our technical support team who are on hand to help you should you need it via the Q&A tab which appears in the menu at the top of your screen. You will also be able to vote online in due course. Before we start the formal presentations, as is customary, I'd like to take a few minutes to introduce your directors who are here today. So, starting on my right is Kal Atwal. Kal is a member of our Investment Committee, and the Nominations and Governance Committee, and was the founding Managing Director of Comparethemarket.com. And is a very experienced, is very experienced in customer engagement, and digital journeys. She's a non-executive director of Whitbread PLC.

Next to Kal is Dan Cazeaux, who is the Group Chief Financial Officer. Dan has been with us since 2020, and was formerly an audit partner at a Big Four firm, where he led client teams delivering audit services to UK and global insurance companies.

Next to Dan is Baroness Ruth Davidson, who is a journalist, and member of the House of Lords. She has extensive experience on the political frontline, and is a committed champion of environmental, social, and governance issues, and is a member of our Remuneration Committee, and our Nominations and Governance Committee.

Next to Ruth is Jane Guyett. Jane chairs our Remuneration Committee, and is a member of our Risk and Capital Committee, and the Nominations and Governance Committee. Having held a range of senior roles with Bank of America Merrill Lynch, Jane brings knowledge of both financial markets, and significant operational experience.

Next to her is Eithne McManus. Eithne has excellent understanding of the life and pension industry having been Chief Executive Officer at City of Westminster Assurance. And she brings extensive actuarial and with profits expertise. She is a Non-Executive Director of Countrywide Assured PLC. And with us, she chairs the With Profits committee, and is a member of our audit committee, our risk and capital committee, and our nominations and governance committee.

And then finally, on the right just hiding a little bit behind me, is Barry O'Dwyer, who is our Group Chief Executive Officer. You will hear more from him shortly. Barry has been our CEO for over four years, previously holding a range of senior positions at, at Standard Life, and Prudential. And was until recently the president of the Association of British Insurers.

Moving to my left, first on my left is Lynne Peacock. Lynne joined us in the role of Deputy Chair in December 2023. So, this is her first London AGM, Royal London AGM. Lynne is a very experienced Non-Executive Director with over 25 years senior management experience, much of which is gained in the financial services industry with Nationwide Building Society, Jardine Lloyd Thompson, and Standard Life Aberdeen. And she is a member of the Board of Royal Mail PLC, and has been since 2019. Lynne is a member of our Remuneration Committee, and our Nominations and Governance committee.

Next to her is Pars Purewal. Pars brings deep asset management experience having spent ten of his 40 years with PwC as the UK asset management leader, and finance partner for both asset and wealth management. Pars is the Chair of Royal London Asset Management Limited, and is a member of our Nominations and Governance Committee.

Next to him is Mark Rennison, who is the Chair of the Risk and Capital Committee, and also sits on the Audit Committee, and the Nominations and Governance committee. Mark was Chief Financial Officer at Nationwide, and formerly a partner at PricewaterhouseCoopers. Until 2023, he was a Non-Executive Director of TSB Banking Group PLC, and he is currently a Non-Executive Director of NatWest Holdings Limited. Mark champions the Regulators Consumer Duty at Royal London.

Last but one, on my left is Nicky Richards, who joined the Board in October '23. So, this is her first Royal London AGM also. Nicky has deep investment experience having held senior roles for over twenty years at both Fidelity, and Schroders. She chairs the Investment Committee, and is a member of our Nominations and Governance Committee. And last, on my extreme left is Tim Tookey, who is our Senior Independent Director. Tim chairs our Audit Committee, and sits on our Risk and Capital Committee, and our Nominations and Governance Committee. Tim is a very experienced Non-Executive Director, and former Chief Financial Officer having held the position at Quilter, Friends Life, and Lloyds Banking Group.

So, as well as welcoming Lynne and Nicky to their first AGM, we also said in the year farewell to our two longest standing directors, Ian Dilks, and Sally Bridgeland, who both retired from the Board at the end of last year. Both were great stewards of Royal London, making a significant contribution to the Board's discussions. On behalf of the Board, please join me in thanking them for their service.

Now moving on to the important business of today's meeting. I can declare that a quorum is present, and with the consent of all members present I propose that the notice of meeting is taken as read. The meeting resolutions are being displayed on the screen. So, with your permission I'll take those as read. Thank you very much. The voting today will be conducted by a poll. Every member, or duly appointed proxy, is entitled to one vote. If you are not a member, a duly appointed proxy, or a duly appointed corporate representative, you are not entitled to vote on our resolutions. For those joining us online, you will be able to vote via the AGM portal throughout the rest of the meeting.

And for our members in the room, please ensure that you complete your voting card, and either post it in the ballot box before you leave this room, or pass it to a member of the Royal London team to do so on your behalf. Any votes cast during the meeting will supersede those you may have cast before this point in time. If you do not cast a vote during the meeting, but have already voted, those votes will remain unchanged. As stated in the notice of the meeting, the Board recommends that you vote for all of the resolutions. Voting is now open, and will close just before the end of today's meeting.

Turing to the agenda. In a few moments I will reflect on Royal London's successes and challenges during 2023, what we have delivered for our customers, and the impact we have had on all our, for all of our stakeholders, and for the benefit of wider society. Barry will then take us through what the business has achieved, and the strategic progress we made in 2023, before touching on our priorities over the coming year. We will then move on to questions and answers. And lastly, I will ask for final votes from those online, before closing the voting, and bringing the AGM to a close. After being counted and verified, the results of the vote will be available on the Royal London website later on today.

During 2023, the humanitarian and geopolitical crises in Ukraine and the Middle East, along with the ongoing climate emergency, and the volatile economies, continued to create uncertainty across the world. Of course, our thoughts are with all of those who continue to be affected by conflicts at this time. In the UK, while we started to see some economic stability compared with recent years, the ongoing rise in the cost of living continues to be compounded by inadequate levels of savings by individuals, which is leaving many people facing difficult choices. Rising mortgage, and rental costs are placing significant strain on disposable income, forcing people to make difficult choices while having to prioritise day-to-day expenditure. As a result of insufficient levels of protection, many find themselves vulnerable to life shocks such as ill health, or simply unable to achieve an adequate standard of living, of living in retirement. Core to our purpose, and our role, is to help guide and protect customers during these uncertain times.

And Barry O'Dwyer, and I, will both cover how we've been playing our part in supporting our customers. In the coming weeks, and months, we will see further political uncertainty, and change, with elections in the United Kingdom, and in the United States. And recently announced, France. Customers, and Royal London, will need to continue to adapt. As we consistently demonstrate, Royal London is there for our customers, and adviser partners during challenging times. Our success is down to the resilience, hard work, and contribution from our colleagues. As ever, I'd like to thank them for their ongoing commitment to championing our mutual mindset. In these uncertain times, the case for a corporate model which focuses on the long-term interests of its customers has never been stronger. As you would probably expect, we are advocates, and champions of mutuality, and of the value the sector contributes to the economy, and importantly, in ensuring there continues to be a strong mutual choice for customers.

Last year, in support of the sector, we asked an independent think tank, the Social Market Foundation, to conduct research into the future of mutuality, and how to nurture, and maintain success for all mutual businesses. Its primary finding was that mutuals use their status for the good of their customers without facing some of the complexities, and conflicts of interests other financial services models must prioritise. As we do not have shareholders, we can place our customers, as well as our wider stakeholders, at the heart of everything we do, and focus on the long-term for their benefit. Investing in, and improving our propositions and services to help protect their standard of living both now, and in the future. Our commitment to protecting their standard of living is strongly evidenced through our work supporting, and encouraging the move to a more sustainable world. We are champions of a just transition, the transition to a low carbon economy, in a way that considers the social implications along with the environmental impact. And support the intent expressed at COP28 to integrate social considerations more effectively into climate action plans.

Royal London was the only financial institution included in the United Nations Environment Programme Finance Initiative, and International Labour Organisation advisory group. Quite a mouthful. We played an active role creating the first roadmap for the banking and insurance sector to implement a just transition, which was unveiled at COP28. Through our active engagement with the companies in which we invest, we aim to ensure that their net zero actions also support an inclusive economy by carefully considering societal issues. This includes engaging with companies responsible for the highest greenhouse gas emissions. Rather than simple divesting, which would mean we were unable to influence change in those companies, we prioritise working with them, using our voting rights, and meeting with management, to encourage better stakeholder outcomes. However, businesses alone cannot deliver the systemic transformation needed for a sustainable future. Progress has slowed, and much remains to be done, if global goals to limit warming are to be achieved. Governments, and policy holders, must make, and deliver realistic commitments.

For our part, over 2023, we developed our climate transition plan to set out how we deliver on our climate commitments, outlining, outlining the key areas of strategic focus over the short and long-term. This includes developing our approach to fossil fuel investments, nature related, and biodiversity related impacts, and climate related risks, and opportunities. Building the trust and confidence of our customers, and our wider stakeholders, remains a priority. To deepen our engagement, we will keep seeking their feedback, adapting our strategy so that we will remain relevant, and responsive to their needs, and aspirations. We want to be clear about the choices we are making on their behalf, and the progress we have made, and are aiming to publish our climate transition plan in 2025, setting out how we will engage with all stakeholders to encourage the change needed. In our own operations, we are targeting to be net zero by 2030 in our scope 1, and scope 2 emissions, and to reduce our scope 3 emissions, which are the indirect emissions from our value chain, and we want to reduce those by 50% by 2030, with a goal of achieving net zero by 2050.

Our environmental impact was an important factor in the decision to move to a new office in London last year, and I'm pleased that the new, the new premises are recognised by a globally trusted mark of sustainability for the built environment.

As a business that places a great deal of importance on helping people to feel protected, we partner with organisations that are equally dedicated to helping people in times of financial crisis. For the past three years, we are proud to have committed 1% of our operating profits to increase our social impact efforts promoting financial resilience, and moving fairly to a sustainable world. In 2023, we donated over £2 million to charitable, and social enterprises in the UK and Ireland. Through our initiatives, we focus on the differences we can make to some of society's biggest challenges. We recognise the link between health, and financial resilience, and the significant emotional, and financial impact of a serious illness. Around one in two people in the UK experience cancer in their lifetime, and 65% of our critical, and serious illness claims in 2023 were linked to some form of cancer. We have therefore broadened our charitable giving to initiatives that seek to prevent its onset, and limit its impact.

And in May last year, we extended our support for Cancer Research UK, announcing a partnership that aims to tackle cancer inequality, and strengthen its efforts to save lives. We're in the third year of our flagship partnership with Turn2us, a UK charity helping people and families living in poverty to access funding and guidance. In 2023, our support for Turn2us helpline enabled an estimated 57,000 people in financial difficulty to access assistance, and benefits calculations, and grant searches. We also worked with Turn2us to increase Pension Credit awareness, helping people in later life to understand how they can access the Pension Credits they are entitled to. And through our Changemakers Programme we continue to support social enterprises across the UK and Ireland that are focused on building financial resilience, and helping to ensure that the move to net zero is fair and equitable. We help the twenty social enterprises on the programme to scale and grow by working with our partner, The School for Social Entrepreneurs. Since 2020, we've invested over £1 million in the programme, and in 2023 we committed a further £200,000 to continue to drive social innovations.

And finally, we continued to level the playing field through our work with the British and Irish Lions Women's Programme, which you may have read about in the news at the weekend, and it's something that the Chief Executive will talk about more in more detail shortly. As you may have seen, we have a Lions' stall in the refreshments area where you can talk to Royal London colleagues about the partnership, and our plans. For those joining online, you can find more information about our social impact activities on the AGM portal. Before I hand over to Barry, I want to highlight ProfitShare. As a mutual, we use our profits to improve our services for customers, and through our ProfitShare scheme customers also share in our success. This year our performance allowed us to once again maintain ProfitShare rates, and in April we shared £163 million with over 2 million eligible customers. This means we've shared over £1.7 billion with customers since ProfitShare was established in 2007. Our industry plays a critical role in trying to solve some of the biggest challenges facing society. We're committed to playing our part, and we remain a passionate advocate for the role that mutuality plays in offering genuine customer choice, and a valuable contribution to society.

Royal London continues to be well-positioned to support our customers, helping them to navigate short-term challenges while also-, whilst also supporting them to save, and invest for the future. Thank you. I'm now going to invite our Group Chief-, Chief Executive Officer, Barry O'Dwyer, to reflect on the progress your business made in 2023. Barry.

Barry O’Dwyer: Thank you, Kevin. I'm delighted to be with you all here today, and to share the-, how we've continued to make progress in delivering our Purpose, and strategy in 2023. I'm also looking forward to the opportunity of chatting with those of you in the room after the meeting. Thank you for joining us. At Royal London, mutuality is more than just a business model. It's a mindset that defines everything that we do. It means that we work for you, and for you alone. As a mutual we can take a long-term view without the shareholder pressures that many of our competitors face. It also helps us define the role we want to play at a time when the appetite for companies to act responsibly has rarely been greater, and that's at the heart of our Purpose. We're proud of the difference that being a mutual makes. Before I move on to talk about our progress, and 2023 financial results, I'd like to explain what our Purpose and strategy mean, and the impact we want to have. We're clear on the difference we intend to make for the benefit of our members, customers, and wider society. We want to see three positive outcomes.

First, we want to help customers build financial resilience, and help protect them and their families against life shocks along the way. As Kevin covered earlier, this is more important than ever, as uncertainty continues for many due to the increased cost of living. Secondly, we want to play our part in moving fairly to a sustainable world. This is a complex area, but we want to influence positive change in the companies in which we invest as part of using our customers' collective strength. We also want to use our voice with policy makers to ensure we see positive societal change. Thirdly, we want to strengthen the mutual choice for customers. We believe mutuality represents a genuine alternative to companies run primarily for the benefit of shareholders. We will therefore, continue to be a leading advocate for mutuality. Our Purpose determines who we are, and why we exist as an organisation. To achieve it we have a clear, and consistent strategy. Our strategy is to be an insight-led, modern mutual, growing sustainably by deepening customer relationships. As the UK's largest mutual life insurance, pensions, and investments provider, we are well placed to help customers respond to the challenges they face.

Our pensions and insurance products are focused on helping customers build their financial resilience in an ageing society, protecting them now, and in the future. And we use our strength in asset management to develop solutions that offer good financial returns whilst also contributing to societal wellbeing. Being vigilant stewards of our capital lays the foundation for sustainable growth. We invest to make sure our products, and services continually meet the needs of our customers, and advisers. We look to manage our costs carefully, sharing the benefits of our success with eligible customers through our ProfitShare scheme. We know that the cost of living remains a concern for our customers. To help them navigate the challenges we offer dedicated guidance, while promoting the importance of making financial advice accessible to all. And we remain committed to acting, and investing responsibly, using our voice to influence positive change on behalf of our stakeholders. This includes engaging with policy makers, for instance, urging them to deliver on their climate related commitments, to allow us to deliver on ours. Royal London offers protection, long-term savings, and asset management products and solutions, in the UK and Ireland.

We look after 8.6 million policy holders, and through Royal London Asset Management, we manage around £162 billion of assets for our customers and clients. I'd now like to take, take a moment to update you on a few ways we enhanced our products and services during 2023. To enable advisers to scale the services that they provide we are constantly updating our technology. In '23 we supported financial advisers by launching our adviser value proposition, and through this campaign we have been focused on helping advisers to grow their business, and improve their offering, while making it-, making it easier for clients to work with them. Within our asset management business, our diverse offering founded on a commitment to responsible investing, is attracting growing international interest. Our asset management business marked its first investment into agriculture and natural capital in March 2024, with the acquisition of 21,000 acres of prime farmland across Cambridgeshire and Lincolnshire. This £260 million joint venture with the South Yorkshire Pension Authority is representative of our approach to sustainable investing.

I believe that our continued success in workplace pensions reflects the importance that employers place on supporting employees' financial wellbeing, and on partnering with digital-first providers. During '23, we continued to invest in technology that enhances our ability to engage customers such as the mobile app, our online financial wellbeing service, and a new transfer hub to make pension consolidation easier for customers. We have a stall in the refreshments area where Royal London colleagues can demonstrate these services during lunch, and you can also find out more about these initiatives online.

We also extended our annuity capabilities in advance of our intended participation in the bulk purchase annuities market, focused on providing a competitive solution to the trustees of defined benefit pension schemes. We strengthened our support for advisers, and customers, as they look for solutions in funding later life. In January '24, we completed the acquisition of Responsible Group, which is made up of a market leading later life mortgage broker, and a later life mortgage lender. We're keen to make later life lending a more accessible option for those who would benefit from accessing the equity in their home.

Within the protection market we strengthened our position by announcing the acquisition of Aegon UK's individual protection business, and as a result will be welcoming over 400,000 new customers to Royal London in the next few weeks. We also announced an agreement to sell the general insurance, and healthcare elements of the Police Mutual, and Forces Mutual businesses to Bespoke Group. The sale completed in February '24, and we believe that Bespoke Group is well placed to serve the customers of these businesses. In Ireland, we continue to improve, and adapt our protection products and services. I'm pleased with our performance there in '23 following the successful launch in '22 of the Royal London Ireland brand, and a new individual pension proposition. And I was delighted with our successes at the Broker Ireland Excellence Survey Awards. We won the award for Service Excellence for the sixth year in a row. On the topic of awards, I was also proud that we were named Company of the Year 2023 at the UK Financial Advice Service Awards. We also retained our five star service rating for the fifteenth year running for pensions, and the tenth year running for protection, and our asset management business was also awarded a five star investment provider rating for the tenth consecutive year. In February '24, we were named Responsible Investor of the Year at the Insurance Asset Risk Awards. These awards recognise achievements in insurance asset management across the UK and European markets over the previous year.

I'd like to take a moment to thank our colleagues for their commitment throughout 2023. Without their continued dedication none of our successes would have been possible. It's thanks to them-, to them that we win these awards time, and time again. We're committed to ensuring that Royal London remains a great place to work. An important part of this is building a culture where everyone feels welcome and able to succeed. I've watched our four colleague-led inclusion networks go from strength to strength over the years, and last year was no different. And building on their activity, we also strengthened our diversity and inclusion strategy in '23, with alignment to the D&I blueprint from the Association of British Insurers. We also improved how we promote career opportunities, and expanded learning, and development options for colleagues.

During 2023, we welcomed more colleagues onto our Career Confidence Programme. Open to everyone, the programme is particularly focused on career growth for women, and those from minority ethnic groups. Our Purpose guides us to influence developments that benefit wider society alongside our, our customers. Outside of our offices we look to create opportunities, and accelerate positive change through our sponsorships. After the sponsorship of the British and Irish Lions Men's rugby tour back in 2021, we asked the question, 'Why isn't there a women's tour?' As a result, and working with the Lions, we funded a feasibility study to establish if a women's team was possible, and I'm proud to say that in April 2024 the Lions announced the first women's tour to New Zealand in 2027. I'm also proud that we will be the founding partner as we continue to play an integral part in levelling the playing field for women's rugby. We also announced the launch of a £3 million Levelling the Playing Field grant to invest in elite women's player, and coach pathways in Ireland, Scotland, Wales, and England, with the aim of developing more players and coaches ahead of the tour.

Now turning to our trading performance during 2023, we demonstrated the effectiveness of our strategy by delivering an increase in operating profit before tax of 19%, to £249 million. Our life and pensions new business contribution was up 13%, at £184 million. This reflected the strong growth in workplace pensions, as customers benefited from our enhanced pension consolidation services. Our individual pensions also performed well, although higher interest rates led to a reduction in defined benefit transfer activity. Group assets under management increased by 10% to £162 billion. We attracted increased net inflow of £4.2 billion, whilst also benefiting from positive market movements, particularly in the second half of the year. The active management of our capital and focus on controlling costs ensured we were able to maintain a robust and stable capital position. Importantly, this enabled us to continue investing in products and services for the benefit of our customers. Of course, as a customer-owned mutual, our continued strength is good news for our customers. As a result of our performance in 2023, we shared £163 million with eligible customers via our ProfitShare scheme, marking the eighth year in a row that we've awarded ProfitShare.

Looking ahead, our focus will be on continuing to deliver the best possible experience for members and customers. We'll build increasingly easy to use digital journeys, while expanding the range of solutions we offer.

We'll continue to run our business as efficiently as possible so that we generate value for our members and customers. Our robust capital position, and our mutual status, means we are well-positioned in 2024 to navigate the external environment while helping our customers to do the same. By delivering our strategy and achieving our purpose, we're dedicated to helping people build their financial resilience, to protect their standard of living and that of their families. Thank you. Kevin, I'll pass back to you.

Kevin Parry: Barry, thank you. So, this is at the point where we open the meeting to questions from our members. As a reminder, voting on our resolutions is still open but will be closing after the question and answer session, so if you'd like to vote please do take the opportunity. Just before we move to Q&A, I want to reference the change in our external auditor. As covered in our annual report and accounts, the audit committee conducted an audit tender process in 2022, which resulted in the recommendation that KPMG should be selected as our new auditor for 2024 financial year onwards. We would like to thank PwC for their service as our auditor since 2000. PwC has confirmed that there were no matters connected with their ceasing to hold office as auditors to the company that need to be brought to the attention of members. Representatives of both PwC and KPMG are in our audience today. The audit committee will continue to take the lead in overseeing the relationship with KPMG.

So, now to questions. If you are joining virtually, you'll be able to submit your question by typing it into the Q&A tab on the online platform and one of our team will pose the question on your behalf. However, if you have a video camera and a microphone you also have the option of appearing on-screen and asking the question yourself. If you would like to do that, please use the request to speak option in the Q&A tab and a member of our team will help you to get set up to ask your question. For those of you in the room, the process is more traditional, please just raise your hand and one of our team will pass a microphone to you. Please just state your name before you ask your question.

May I remind you to keep your questions relevant to the business of the meeting. As you will appreciate, we cannot discuss any individual policy matters in this forum, but we do have customer service representatives here today and they will be happy to help you after the meeting. In addition, where questions touch on similar themes or issues we will seek to address them together to ensure we use our time efficiently. We have plenty of time for questions, but if you do not get to your question-, if we do not get to your question, please be assured we will take a note of it and respond to you directly. For those in the room, please can you make sure you do use the microphone, because otherwise those online will not hear anything you say, so it's not just for the volume in this room, it's for-, it's for those online too. So, to get us underway I'm going to ask our Communication Director Jamie Jenkins to ask the first question, which was submitted by a member via email. Jamie?

Jamie Jenkins: Thank you, Kevin. We have approaching 100 people who have joined us online, and I hope that they will send us through some questions as we go. As you say, we had some submitted in advance. One of the themes of those questions submitted before now was around the role of the Board. You've introduced the people on the Board, and the experience that each brings to the-, to the table, but it just-, the role of the Board on a day-to-day basis, what does the Board do?

Kevin Parry: Thank you. So, the role of the Board is in essence to do two things. One, it is to agree the strategy of Royal London, and secondly it is to challenge and keep oversight of the management of the operations of Royal London. It's done at board meetings itself but also, particularly in a highly regulated industry as we are in, of both insurance and asset management, there are a number of sub-committees of the Board, or committees of the Board, that look at particular aspects. They look at the audit and financial reporting, they look at risk, they look at the asset management business, they look at with profits, they look at how we, we invest and, and ensure that we do that as efficiently as possible. So, maybe the, the best way I try and bring that to life is to pick on one of the directors to talk to their particular role, and I thought that perhaps one of the more interesting aspects might be if I ask Pars, Pars is there, to talk about-, so, Pars chairs Royal London Asset Management, so a big part of our business, and I thought that might be interesting for you to hear from him, so, Pars, would you mind just saying a word or two on what you do?

Pars Purewell: Yes, sure. Firstly, good morning everybody. As Kevin introduced us all, he, he set out our historic experience and the roles that we perform on the Board, and before I talk about my particular role I, I, I think I should be honest with you and say that I couldn't perform a number of the roles that some of my fellow directors do, and actually I think that's really beneficial that we have a wide range of experience across the patch. Now, a little bit about RLAM, Royal London Asset Management, we call it RLAM for short, I've been the Chair of that Board for a little over a year. We manage over £160 billion of assets under management. In its own right, that makes it a pretty large business. It's one of the largest active managers of, of money we, we have in the UK. The strategy that we have for RLAM, you know, in the same way that Kevin talked about the strategy for the Group, the strategy we have for RLAM is to grow the business, to grow it internationally, to provide products that meet the needs of the insurer as well as our other, other clients and customers. So, my role there is to make sure that we do challenge and have oversight of that business, and we have our own Board. When I came onto that Board, I, I looked at the composition of that Board, and one of the things that I felt is-, was that we didn't have enough external asset management experience, and we-, and we brought some people on to, to do that, one in particular, particularly in the private asset space, because we as a Group have gone into, into that side of the business.

By private assets, were things like Barry talking about the farmland that we bought, and property, and things of that sort of ilk. We also from an international distribution perspective, I felt we, we needed somebody with more international experience, and, and we've recently appointed somebody to come onto the Board to help us with that. I probably spend a reasonable amount of time with the executive, and, and two of them are sitting here in the front row if you want to ask them how they feel about the role that I perform with them, so we've got the Chief Executive as well as the Chief Investment Officer here, but, but our job is-, I would add to the challenge and oversight, I would also add the piece about bringing our experience and support to help us fulfil the ambition that, that we have for, for RLAM, and, you know, we're, we're on a journey. We want to grow that £160 billion to much larger than that, and we're very fortunate that we have the support of the Group in that, both in the-, in the context of them being a shareholder, as well as actually being-, it being an active investor. So, that works very well together, and my job then at the group level is to bring all that back to the Group, and we have conversations about where we're going, and what we're trying to do, and how, how others can, can support that. I could carry on for a long time but I sense I should stop there, and happy to talk to people afterwards.

Kevin Parry: Thank you, and do, do catch directors afterwards if you'd like a bit more detail on any particular aspect. I said earlier on who chairs what, so they're the obvious person to go to depending on the nature of your question. Do I have a question in the room? Yes, in, in about the-, yes, four or fifth row up.

Kevin Parry: Yeah, just say who you are please?

M: Yeah, my, my name's David Atkins. So firstly, I'd like to say that in the last six months my portfolio has had some very good growth so I'd like to thank all of you for the growth I-, growth I've had in the past six months. The analysis by my financial advisor shows my portfolio has invested more outside the UK in the last twelve months, particularly North America, so will there be a continued move away from UK PLC? Will a new government change that? Appreciate you can't comment on politics but I just say that, and then-, and why did Royal London last year not get involved with the Chancellor's request, as other companies did, to, to invest specifically within the UK? Jeremy Hunt last year corralled a number of UK pension funds, and some of them did actually go ahead and invest but Royal London didn't, and I'd just be very interested to know why that was. Thank you very much.

Kevin Parry: Thank you very much. So, I think there are two key aspects there. So, how and why do we have particular asset allocation, and you've seen more into, into the US, and I'm going to ask Nicky Richards to talk about, who chairs the Investment Committee. Then the particular request from the Chancellor that we gave a lot of thought to, I'll ask Barry O'Dwyer to comment on that secondly, but, Nicky, would you mind taking up the asset allocation question?

Nicky Richards: Certainly. Would you like me to stand or sit down?

Kevin Parry: Whichever you prefer.

Nicky Richards: Thank you, I'll sit down. In terms of asset allocation, if we look at our competitors we still are generally overweight in the UK. That said, we in the last investment committee meeting, we did decide to take that allocation down by 5% and invest in global equities, invest that 5% into global equities. Why did we do that? The, the sad-, the sad thing about UK PLC at the moment is that there are not as many growth companies and growth opportunities listed in the UK as we can find particularly in the States, but in other markets. There are still some good companies in the UK, don't get me wrong, but the-, there was-, we felt there was an overallocation to the UK still, given those growth opportunities that exist.

Kevin Parry: Thank you very much. So, the, the second part of the question was, why did we not sign up to the Chancellor's accord, the Mansion House Accord, that was promoted by the Lord Mayor of London, Nick Lyons, and the Chancellor, Jeremy Hunt. So, a lot of thought was given to that. Barry, do you want to just summarise our position?

Barry O’Dwyer: Yes, and Kevin's right, we were heavily involved in the work with Nick Lyons, who was the Mayor of London at the time, and then subsequently with the Chancellor. We actually invest-, this was about investing more of DC pension pots in what are called aliquid assets, so early-stage companies and real assets that are considered productive in building the economy of the future. We already, as you might imagine at Royal London, have invested much more heavily than our peers in these types of assets, so we were supportive of the concept. In fact, in our governed range, which I suspect given the performance you've seen is where you've invested, over 10% of that is already invested in liquid assets. So, we were supportive of the principle, and the compact required DC pension funds to invest at least 5%. It changed towards-, as it got to the signature stage and the compact became much more specific about the type of investments that would be required within that 5%, and it was specifically unlisted (ph 48.32) shares. Candidly, we were uncomfortable with forcing our customers to invest in a way that might not generate the best possible return, and again we are entirely focused on, what's the best outcome for our customers? And so we felt unable to sign that compact, so we're in a slightly tricky position, or an unusual position, we like the intent, we were supportive of what it was trying to achieve, but when it came down to the specifics I felt we couldn't sign it because it wasn't in the best interests of our customers.

Kevin Parry: Thank you very much, and I, I'd just add actually that, you know, as Barry mentioned, the issue was really around investing in companies. We are significant investors in Britain in real estate and property, and you heard earlier on about the farming stake that we take, and a very substantial stake in terms of diversifying property, but I could also talk about the investment we're putting into the pharmaceutical industry in terms of major headquarters and laboratory-type space, here in London and in Cambridge. I've visited them both and it's really I think a great commitment to British industry, but via that route rather than directly into the companies themselves, but a very topical and spot-on question, thank you very much indeed. I'm going to try and be fair, and I think there's another one coming online that Jamie has at the back?

Jamie Jenkins: Thank you, yes. It, it's related actually, but a slightly different theme, with a couple of questions coming in on investment, actually a few coming in on investment, and questions around how we choose the geographies in which we invest. You've touched on that, but also the industries. I suppose just a more general theme around how we make selections on our investments beyond just that in the UK?

Kevin Parry: Thank you, so it is a slightly different question. So, the first question was in broad allocation. In terms of specific investments, I've got Piers Hillier in, in the front row, who is the Chief Investment Officer. Piers, do you want to say a bit more about the more micro-decisions that you have to make?

Piers Hillier: I need a microphone (Inaudible 50.38). Perfect, thank you, thank very much. I, I think the way we, we very much view an opportunity set is actually at the company level, so whilst we do invest regionally and we have the strategic asset allocation that, that talks to that, and we run a tactical process to-, we look at being over- or under-weight regions, based on the opportunity, the vast majority of what we do on your behalf is actually at the company level. And we very much look at cash flow and cash generation out of businesses, and how that can reinvest for the future, so whether that's-, whether it's equities or in fixed income, you know, that's very much our approach. We don't have a specific house style, so growth or value, we very much try and take an open view as to where we see the best opportunities and we try to run diverse portfolios that mitigate the, sort of, risk reward for you. It means it takes us internationally. You might often find that we are owning companies in geographies where the majority of their exposure is actually overseas, so in the UK for example in the FTSE 100, almost 80% of earnings is actually generated outside of the UK, and we'll look at that in the context of giving you good geographical exposure in high-quality businesses. We will look at dividend yield as part of that, as part of the overall return, but our view ultimately is we should look at on a total return basis.

In certain geographies it might be more efficient to re-invest capital within the company, it's often evident in the United States, where they pay a slightly lower dividend yield. So for us, it's about total return, and if I can think of it very simply for you in, in, in one way of-, if you put £1 into the bank each year you expect to earn some interest on that £1, and you'll measure your return at the end of the year. We think of it exactly the same way when we invest, so we look at what we say return on invested capital, i.e. that £1 we invested in that company, what return has it generated for us? And we'll look at what the market expectations are for the future. And then the final thing I would just add to that is, when it comes to looking at fixed income securities, it's all about protection, how do we protect your investment to make sure we get repaid? So, we're happy to lend to companies and businesses to grow, but we need to make sure we get your capital back. So again, we'll run a diversified portfolio there to mitigate as much risk and optimise your return.

Kevin Parry: Thank you very much. So, I can remind people online that if they wish to ask video questions they're able to do so if they use the functionality. I don't think there are any video questions in so I'm going to look at if there's another question in the room, and there's a lady on, on the-, my right?

F: (Inaudible 53.18). I just want to thank Royal London for its great investment, especially in terms of supporting cancer charities. I just want to ask, actually I want to suggest this, that is it possible that Royal London could perhaps look at ways in which it can support its members and customers by having perhaps a Royal London health and wellbeing group? Because I think that I like the idea that charity does begin at home, and I think that whilst it's really good to invest in cancer charities and appropriate investment and organisations, I think it will be helpful to perhaps look at-, look after its own members to start with. It's just something that I want to suggest and hope that you take it onBoard. Thank you very much.

Kevin Parry: Well, thank you very much for your kind words at the beginning, and I think that's an interesting suggestion. Barry, do you want to say a little bit about some of the support that we do do and particularly address that suggestion?

Barry O’Dwyer: Yeah. There's a, a couple of ways I suppose I would answer that. We do, we have a financial wellbeing offering that we offer to our customers, and it's particularly popular with our workplace pension customers, but I interpreted your question as maybe a little bit broader than that. Let me take that away because it may well be-, as, as well as the charitable activity, the donations that we talked about in terms of Turn2us and Cancer Research, we also invest heavily in social enterprises and, and as part of our, sort of, wider social impact work. So, I'll, I'll speak to our Social Impact team about the, the health and wellbeing group that, that you suggested, and maybe if I can catch you afterwards in-, over refreshments we can explore it a bit further. Thank you.

Kevin Parry: Thank you very much, and I'll go online again. Trying, trying to go back and forth here. Jamie?

Jamie Jenkins: Yeah, and I think it's investment-related again but I think there is a, a variation to this question. A fairly direct request really around whether or not we could do more in terms of webinars to explain the strategy we adopt and the performance that we have, and some mention of the fact that there have been some in the past, and could we do more of that? So, a more practical question around investments?

Kevin Parry: Indeed. So, I think I'm going to ask Hans if you would talk to that? So, Hans is the Chief Exec of Royal London Asset Management. You might talk about some of the conferences you do, and then a very specific suggestion of, could we do more for individuals?

Hans Georgeson: Thank you. Good morning, it's Hans Georgeson. I run Royal London Asset Management, so thank you very much for the interest I think in the investments that we do. As Piers, my colleague said, we do put an awful lot of effort into generating the best possible returns that we can for you. I think in relation to the specific question of, could we do more webinars? The short answer is, yes we could, and I think we will do. So, I think it's interesting, as the business has evolved we brought in new teams, new people. We most recently brought in a new head of our customer group. The majority of our customers are either the internal business, or financial advisors, or institutions, so quite often we don't interact directly with you as our underlying policy-holders because in an odd way my client is the group that's sitting on stage, but that said I'm sure there is a considerable amount more that we can do to support in terms of webinars, so I think that's fine. Thank you.

Kevin Parry: So, thank you. I think so a bit like the last question, there's a bit of a take-away for us there. Thank you very much. Is there a question in the room? Yes, in the fourth row up on-, yes, coming from behind?

M: Paul Rankin. I was wondering, you had announced that you have entered the equity release market with the acquisition here, and I was wondering whether the Board had an actual target market share in the UK for that particular business?

Kevin Parry: Thank you. So, the, the question was around equity release and whether we have a target based on our acquisition of responsible? So, I think with that I'm going to go to Barry.

Barry O’Dwyer: We don't have-, we haven't published a, a specific target. We do have ambitions for that business. It is though quite a difficult market at the moment, because the very large increase in the interest rates that we saw after the mini budget has had the effect of, of dampening customer demand for equity release. Essentially, the prices went, went up overnight and, and that has meant that the, the market fell quite considerably last year. However, our view was that we're in this for decades, not for years, and we do think that the level of home equity wealth that exists in the UK, and is projected to exist in the UK, versus the level of wealth that's in-, that's been saved into pensions, means that more and more people will want to tap into home equity wealth in the future. So, we do have long-term ambitions and, and we expect to have-, to be amongst the market leaders in that part of the market, but we don't have a target that we're aiming for in the short term.

Kevin Parry: Thank you. It's an important question. I, I, I touched on at the beginning of the-, my comments around whether people have adequate resources in later life, and there's no doubt that equity release I think needs to play a part in that. Government policy has probably got a way to develop also in terms of meeting that requirement. Further questions? And Jamie's got another one from online?

Jamie Jenkins: If I may, I'll come back to some of the-, one of the other themes that came through in the questions that were asked ahead of today's meeting. There are no other questions online at this stage, so maybe I'll make this the last one from, from me. Just there was a question around the-, a general question around the state of the company, and you've, you know, talked to that, but specifically, how financially buoyant is Royal London?

Kevin Parry: Thank you. So, the question is, how financially buoyant are we? I think the Chief Financial Officer is the person to answer that question, so, Dan?

Daniel Cazeaux: Good morning everybody, (mw 01.00.16). So, if I just talk a little bit about protection of, of, of the balance sheet and effectively protection of policy holders' money in the context of, of how we look at the security of the company and its, its ability to trade going forward, and making sure that we will be here for the long term as Barry has referenced, so we make sure that we strike the right balance between looking at how we invest in the business for, for the longer term, and the growth that we can put into the business. We've talked a bit about some of the-, some of the aspects that we've been investing in this morning, including some of the new bits of technology or the new propositions for, for our customers, or Pars has talked about investing in RLAM. But within that, we also want to make sure that we can continue to allocate ProfitShare to our members, and we are constantly seeking to strike that balance. What sits behind that is making sure that we've got a robust balance sheet and a secure capital position, and as you'll have seen after the year end results, our capital cover ratio was over 200% at the end of 2023, and we constantly look at making sure that we have the right tools and mechanisms in place, not just to protect that capital position at a point in time but also as we've seen market volatility or market uncertainty moving around, that that capital position continues to be robust in the long term. And certainly looking at our plans going forward, we're, we're absolutely comfortable we can continue to maintain that position.

Kevin Parry: Dan, thank you very much. Is there any further question in the room? And if not, this is remarkable, we're running to time. AGMs never run to time but for all of the questions we've got, thank, thank you very much.

So, in a few seconds I'll be closing the voting on our resolutions. For members in the room, you must post your completed voting cards into the ballot box situated by the door on your way out. Your voting cards must be submitted before you leave the room please. If you require any assistance, let one of our stewards know and they'll be happy to help, but please do make sure that your voting card is posted before you do leave the room. As a reminder, once all of the votes have been counted and externally verified, the results of the voting will be published on our website later today. So, I can now confirm that the voting has closed. As always, I would like to thank the people who have made today possible. Thank you to the Royal London team which has delivered this AGM. We know it's not a small undertaking to put on such an event both online and in person, but everybody's efforts are much appreciated. Thank you also to my fellow Board members for their insights, challenge and commitment over the last year, to ensure that we maintain the highest standards for our company, and that those standards are delivered to your benefit. And of course finally, thank you to our members for your continued support and for joining us today. It's always great to see so many familiar faces and also some new faces.

That concludes the 2024 Annual General Meeting of the Royal London Mutual Insurance Society Limited. I now declare the meeting closed. Once again, please remember to post your forms in the ballot box or pass them to a steward, and I'm sorry we weren't able to meet those of you who were online but I hope you found the meeting insightful too. Please do now join us next door for some light refreshments with your fellow members and colleagues on stage. Thank you very much indeed.