SUMMARY FINANCIALS 2014 AND NOTICE OF ANNUAL...

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SUMMARY FINANCIALS 2014AND NOTICE OF

ANNUAL MEETING FOR 2015

In our continued effort to manage our “carbon footprint” as well as reduce the expense incurred in producing a large number of Annual Reports including the full notes, GHL presents a summary of the financial statements, as permitted by section 155 (2) of the Companies Act Ch. 81:01, of the laws of Trinidad and Tobago.

As required by current regulations, our full annual report (including the full notes to the financial statements) will be issued no later than April 30, 2015 when it will be available:

• on our website www.myguardiangroup.com (go to “Investor Relations/Annual Report”)

• by contacting our Legal Department at (868) 632 5433 extensions 2037 or 2046.

• by emailing your request to: [email protected]

Copies of the full Annual Report will also be available at our Annual Meeting scheduled for May 11, 2015 at 4.30 pm at 1 Guardian Drive, Westmoorings, Trinidad.

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SUMMARY FINANCIALS 2014AND NOTICE OF

ANNUAL MEETING FOR 2015

CONTENTS

Corporate Information 2Notice of Annual Meeting 4Notes to the Notice of Annual Meeting 5Business Segments 7Consolidated Financial Highlights 8Key Performance Indicators 9Report of the Directors 10Interests in Shares of the Company 12Chairman’s and CEO’s Statement 14Board of Directors 19Group Executive 20Management Discussion and Analysis 21Corporate Governance Report 35Report of the Independent Auditors on the Summary Consolidated Financial Statements 47Consolidated Statement of Financial Position 48Consolidated Statement of Income 49Consolidated Statement of Comprehensive Income 50Consolidated Statement of Changes in Equity 51Consolidated Statement of Cash Flows 52Note 1: Basis of Preparation 53Management Proxy Circular 55Form of Proxy 57

Guardian Holdings LimitedHead Office: 1 Guardian Drive, Westmoorings, TrinidadTel: 1-868-632-5433Fax: 1-868-632-5695

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Summary Financials 2014 and Notice of Annual Meeting for 2015Guardian Holdings Limited

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Corporate Information

DIRECTORS Mr. Arthur Lok Jack (Chairman)Mr. Peter Ganteaume (Deputy Chairman)Mr. Ravi Tewari (CEO)Mr. Imtiaz AhamadMr. Douglas CamachoMr. Richard EspinetMr. Philip Hamel-SmithMr. Antony LancasterMrs. Marianne LonerMr. Maxim RochesterMr. Selby Wilson

SECRETARY Mrs. Fé Lopez-Collymore

ASSISTANT SECRETARY Mrs. Kathryn Abdulla

REGISTERED OFFICE 1 Guardian Drive WestmooringsTrinidad

REGISTRAR & TRANSFER OFFICEGuardian Holdings Limited1 Guardian Drive WestmooringsTrinidad

AUDITORS Ernst & Young5-7 Sweet Briar Road St. Clair, Trinidad

PRINCIPAL BANKERSRBC Royal Bank (Trinidad and Tobago) Limited,19-21 Park Street, Port of Spain, Trinidad

Citibank (Trinidad & Tobago) Limited12 Queen’s Park WestPort of Spain, Trinidad

COMMITTEES:GHL AUDIT COMMITTEE Mr. Selby Wilson (Chairman) Mr. Arthur Lok JackMr. Imtiaz AhamadMr. Peter Ganteaume

GHL RISK & COMPLIANCE COMMITTEE Mr. Antony Lancaster (Chairman)Mr. Imtiaz AhamadMr. Philip Hamel-SmithMr. Ravi Tewari

GHL REMUNERATION COMMITTEEMr. Arthur Lok Jack (Chairman) Mr. Antony LancasterMr. Peter GanteaumeMr. Philip Hamel-Smith

GHL CORPORATE GOVERNANCE COMMITTEEMr. Philip Hamel-Smith (Chairman)Mr. Antony LancasterMr. Arthur Lok Jack Mr. Peter Ganteaume

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LIVE FOR TODAY ...PLAN FOR TOMORROW


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Notice of Annual Meeting

Notice is hereby given that the Annual Meeting of Shareholders of Guardian Holdings Limited for 2015 will be held at The Atrium, Guardian Corporate Centre, 1 Guardian Drive, Westmoorings, on May 11, 2015 at 4:30 in the afternoon for the following purposes:

1. To review and consider the Consolidated Financial Statements of the Company for the year ended December 31, 2014 and the Reports of the Directors and Auditors thereon and for such purpose and (if thought fit) to pass the following resolution.

“BE IT RESOLVED THAT the Consolidated Financial Statements of the Company for the year ended 31st December 2014 and Reports of the Directors and the Auditors thereon be received and adopted.”

2. To elect Directors for specified terms and for such purpose and (if thought fit) to pass the following resolutions:

(a) “That Mr. Imtiaz Ahamad be and is hereby re-elected a Director of the Company for a term expiring at the close of the third Annual Meeting of the Company following this appointment subject to the provisions of Regulation 4.5 of By-law No. 1;

(b) “That Mrs. Marianne Loner be and is hereby re-elected a Director of the Company for a term expiring at the close of the third Annual Meeting of the Company following this appointment subject to the provisions of Regulation 4.5 of By-law No. 1;”

3. To appoint Auditors and to authorise the Directors to fix their remuneration for the ensuing year and for such purpose and (if thought fit) to pass the following resolution.

“BE IT RESOLVED THAT Ernst & Young be reappointed as auditors of the Company and that the Directors be authorized to fix their remuneration for the ensuing year.”

By Order of the Board

Fé Lopez-CollymoreCorporate Secretary

Date: March 11, 2015

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Notes to the Notice of Annual Meeting

1. MEETING REQUIREMENTSMembers are asked to observe the following requirements of the By-Laws for attendance and voting at the Annual Meeting.

ProxiesMembers of the company entitled to attend and vote at the Meeting are entitled to appoint one or more proxies to attend and vote instead of them. A proxy need not also be a member. Where a proxy is appointed by a corporate member, the form of proxy should be executed under seal or be signed by its attorney.

Members who return completed proxy forms are not precluded, if subsequently they so wish, from attending the Meeting instead of their proxies and voting in person.

Representatives of CorporationsCorporate members are entitled to attend and vote by a duly authorized representative who need not himself be a member. Such appointment must be by resolution of the board of directors of the corporate member.

Delivery to the CompanyAny instrument appointing a proxy (including an instrument evidencing the authority pursuant to which it is executed) or evidencing the authority of a representative of a corporate member, must be completed and deposited with the Secretary at the Company’s Registered Office, 1 Guardian Drive, Westmoorings, Trinidad not less than 48 hours before the time for holding the meeting or adjourned meeting.

Proof of IdentityMembers are also reminded that the By-Laws provide that the Directors may require that any member, proxy or duly authorized representative provide satisfactory proof of his identity before being admitted to the Annual Meeting.


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Persons Entitled to NoticeIn accordance with section 110(2) of the Companies Act Ch. 81:01 the Directors of the Company have fixed March 25, 2015 as the Record Date for the determination of shareholders who are entitled to receive Notice of the Annual Meeting. Only shareholders on record at the close of business on March 25, 2015 are therefore entitled to receive Notice of the Annual Meeting. A list of such shareholders will be available for examination by shareholders at the Company’s Registered Office during usual business hours and at the Annual Meeting.

2. DIRECTORS’ CONTRACTSThere are no contracts during or at the end of the year ended December 31, 2014 in which a director of the company is or was materially interested and which is or was significant in relation to the company’s business.

There are no service contracts between a Director and the Company or any subsidiary company which has a term of 10 years or more and cannot be determined without payment of compensation.

Notes to the Notice of Annual General Meeting (continued)

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Business Segments

Fatum General Insurance

Aruba N.V. (100%)

Royal & Sun Alliance (Antilles)

N.V. (100%)

Life Heal� and Pension

Guardian Life of �e Caribbean

Limited (100%)

Guardian General Insurance Limited

(100%)

Guardian Asset Management

Limited (100%)

Guardian Asset Management

and Investment Services Limited

(100%)

RGMLimited (33%)

Eastern Caribbean Gas Pipeline

Company Limited (15%)

Laevulose Inc Limited

(100%)

Guardian Life Limited

(100%)

Fatum Life N.V. (100%)

Fatum Heal� N.V. (100%)

Fatum Life Aruba N.V.

(100%)

Guardian Re (S.A.C.)

Limited (100%)

Fatum General Insurance N.V.

(100%)

Guardian General Insurance Jamaica

Limited (100%)

Trans-Nemwil Insurance (Grenada)

Limited (54%)

RoyalStar Assurance

Limited (26%)

Thoma Exploitatie B.V.

(100%)

Kruit en VenemaAssuradeuren B.V.

(100%)

CaribbeanProperty &Casualty

InternationalProperty &

Casualty

StrategicAlternativeInvestments

Asset Management


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Consolidated Financial HighlightsRevenue 2014 2013 Life, health and pensions business net premiums written $2,649 million $2,612 million Property and casualty business net premiums written $834 million $822 million Revenue from insurance operations $3,841 million $3,748 million Revenue from investment activities $996 million $930 million Total revenue $4,837 million $4,678 million

Results Profi t attributable to equity holders of th e parent $401 million $46 million Profi t attributable to equity holders of th e parent from continuing operations $375 million $21 million Earnings per ordinary share on continuing operations $1.62 $ 0.09

Financial position as at December 31 Total capital & reserves $2,956 million $2,896 million Shareholders’ equity $2,933 million $3,097 million Net Asset Value per share 12.65 13.35

Dividend Total dividend for th e year per ordinary share on continuing operations 57 cents 52 cents Dividend cover 3.12 0.17

Conversion Rates 2014 2014 Average rate Year end rate Trinidad & Tobago dollar to one US Dollar 6.3824 6.3585 Trinidad & Tobago dollar to one British Pound 10.5331 9.9345 Trinidad & Tobago dollar to one Euro 8.4508 7.6979 Trinidad & Tobago dollar to one Jamaican Dollar 0.0566 0.0548 Trinidad & Tobago dollar to one Neth erlands Antillean Guilder 3.5556 3.5423

Total Revenue ($ million) Financial Position ($ billion)

3,38

31,

242

3,09

51,

136

3,44

41,

004

3,74

893

0

Insurance activities Investing activities

5,000

4,000

3,000

2,000

1,000

0

4,2314,448

4,6784,625

2010 2011 2012 2013 2014

3,84

199

6

4,837Total assets Liabilities Net equity

25

20

15

10

5

0 2010 2011 2012 2013 2014

20.5

17.4

21.0

17.8

22.0

18.8

22.1

19.2

3.1

3.2

3.2

2.9

22.6

19.6

3.0

9

Key Performance Indicators

$

0.50

$0

.52

$0

.52

$0

.52

$0.

57

0.6

0.5

0.4

0.3

0.2

0.1

02010 2011 2012 2013 2014

3

,567

4

,007

4

,365

4,91

1

5,

011

2010 2011 2012 2013 2014

5,000

4,000

3,000

2,000

1,000

0

Dividends per share ($)

Geographic Distribution of Revenue (Excluding Realised and Unrealised Gains/Losses)

2013 - $4.7 billion

2013

2014 - $4.8 billion

2014

Consolidated Investment Mix

Gross Premiums Written ($ million)

Trinidad & O�er Caribbean

Jamaica

Dutch Caribbean

O�er

52%23%

22%

3%

54%20%

23%

3%

Investment Properties

Government Securities

Debentures & Corporate Bonds

O�er

Equities

Term Deposits

Cash & Cash Equivalents

47%

12%

14%

12%

9%

5%

44%

12%

10%

14%

14%

1%

6%


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Report of the Directors

The Directors have pleasure in submitting their Report for the year ended December 31, 2014.

FINANCIAL HIGHLIGHTS 2014 2013 $’000 $’000 Net income from insurance underwriting activities 545,978 580,573 Net income from investing activities 923,341 857,890 Net income from all activities 1,469,319 1,438,463 Operating profit before fair value adjustment on Pointe Simon 433,764 393,165 Profit/(loss) before taxation 455,500 (35,296) Taxation (90,815) (101,642) Profit/(loss) for the year from continuing operations 362,592 (154,056) Profit/(loss) for the year 388,245 (129,752) Profit attributable to equity holders of the parent 400,516 45,569

Total assets 22,576,926 22,057,404 Insurance contract liabilities 13,510,217 13,081,517 Equity attributable to owners of the parent 2,933,055 3,096,512

DIVIDENDSAn interim dividend of Seventeen (17) cents per share was paid in 2014. At their meeting on March 11, 2015 the Directors declared a Final Dividend of Forty (40) cents per share which will be paid on April 20, 2015 to shareholders on the Register as at March 25, 2015. The total dividend for 2014 therefore amounts to Fifty Seven (57) cents per share.

DIRECTORSMr. Jemal-ud-din Kassum resigned from the board on August 7, 2014. The board acknowledges and thanks Mr. Kassum for his invaluable contribution and dedication to the Board during his terms of office. Mrs. Marianne Loner was appointed a director on August 7, 2014 to fill the vacancy and so retires at this Annual Meeting but is eligible and has offered herself for election.

Mr. Imtiaz Ahamad having been elected for a term expiring at the close of this Annual Meeting retires and offers himself for re-election.

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DIRECTORS AND SIGNIFICANT INTERESTSThese are shown on pages 12–13 and should be read as part of this report.

AUDITORSThe Auditors, Ernst & Young, retire and being eligible, offer themselves for re-appointment.

By Order of the Board

Fé Lopez-CollymoreCorporate SecretaryDate: March 11, 2015

Report of the Directors (continued)


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TOP TEN SHAREHOLDERS December 31, 2014 February 13, 2015 Ordinary Ordinary Shareholder Name Shares % Shares %

1 Tenetic Limited 35,841,859 15.46% 35,841,859 15.46%2 RBC Royal Bank (Trinidad & Tobago) Limited (formerly RBC Insurance Holdings Limited) 22,334,254 9.63% 22,334,254 9.63%3 International Finance Corp 22,271,485 9.60% 22,271,485 9.60%4 Arthur Lok Jack 14,590,771 6.29% 14,590,771 6.29%5 RBC Trust (Trinidad & Tobago) Limited 11,490,554 4.99% 11,575,283 4.99%6 IFC ALAC GHL Holding Co Ltd 7,423,828 3.20% 7,423,828 3.20%7 Trinidad and Tobago Unit Trust Corporation 7,137,044 3.07% 7,137,044 3.07%8 Republic Bank Limited 7,667,719 3.30% 7,667,719 3.30%9 RBC Nominee Services (Caribbean) Limited 5,783,053 2.54% 5,783,053 2.54%10 First Citizens Trust and Asset Management Ltd 5,201,452 2.24% 5,201,452 2.24%

DIRECTORS’ AND SENIOR MANAGERS’ INTERESTS Ordinary Shares as at December 31, February 13, Name Position 2014 2015Mr. Arthur Lok Jack Director 14,590,771 14,590,771Mr. Ravi Tewari Director/Senior Manager 116,044 116,044Mr. Peter Ganteaume Director 645,000 645,000Mr. Imtiaz Ahamad Director 4,813,763 4,813,763Mr. Douglas Camacho Director/Senior Manager 572,384 572,384Mr. Richard Espinet Director/Senior Manager 124,758 124,758Mr. Philip Hamel-Smith Director 295,124 295,124Mr. Antony Lancaster Director 3,517 3,517Mr. Maxim Rochester Director 0 0Mrs. Marianne Loner Director from August 7, 2014 0 0Mr. Selby Wilson Director 60,000 60,000Mr. Brent Ford Senior Manager 268,417 268,417Ms. Fé Lopez-Collymore Senior Manager 272,358 272,358Mr. Keston Nancoo Senior Manager 72,678 72,678Mr. Paul Traboulay Senior Manager 67,387 67,387Ms. Prabha Siewrattan Senior Manager 30,895 30,895Mr. Steven Martina Senior Manager 47,113 47,113Mr. Kerri Maharaj Senior Manager 36,188 36,188Mr. Larry Olton Senior Manager 21,285 21,285Mr. Wendell Mitchell Senior Manager 31,943 31,943

Interests in Shares of the Company

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SUBSTANTIAL SHAREHOLDERS December 31, 2014 February 13, 2015 Ordinary Ordinary Shareholder Name Shares % Shares %

1 Tenetic Limited 35,841,859 15.46% 35,841,859 15.46%

Note: Mr. A. Lok Jack has a beneficial interest in Tenetic Limited

EMPLOYEE SHARE OWNERSHIP PLAN (ESOP)

December 31, 2014 February 13, 2015Ordinary Shares held 3,960,306 3,956,447

NOTESNote 1: The interests of Directors and Senior Managers include the interests of “connected

persons.” Persons deemed to be connected with a director/senior manager are:

A. The Director’s/Senior Manager’s husband or wife.

B. The Director’s/Senior Manager’s minor children (these include step-children and adopted children) and dependents, and their spouses.

C. The Director’s/Senior Manager’s partners.

D. Bodies corporate of which the director/senior manager and/or persons connected with him/her together have control. Control of a corporation is the holding of shares which carry 50% or more of the voting rights in the corporation.

Note 2: There are no non-beneficial interests held by the Directors other than the interests of Mr. Selby Wilson, Mr. Douglas Camacho and Mr. Brent Ford as trustees of the Guardian Holdings Limited Employee Share Ownership Plan (ESOP). The holdings of the ESOP are shown above.

Note 3: A substantial interest means one-tenth or more of the issued share capital of the Company.

Interests in Shares of the Company (continued)


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Chairman’s and CEO’s Statement

Dear Fellow Shareholders,Over th e past few years Guardian Group has been engaged in two streams of activities. Under one stream we have worked assiduously to eliminate any adverse impact from non-core activities th at have plagued th e overall performance of th e Group in recent years. Under th e oth er stream we have strength ened th e capabilities of our powerful portfolio of core business units to ensure effi cient and steady growth in revenues and profi ts. As we alluded in th e 2013 Chairman’s and CEO’s statement, 2014 marks th e re-emergence of th e performance of th e core businesses as th e key driver in th e fortunes of th e Group.The Group’s performance for th e year 2014 resulted in a Net Profi t Aft er Tax Attributable to Shareholders of $400.5 million, an increase of 779%, as compared to 2013 when we wrote down our Pointe Simon asset. Consequently, earnings per share for 2014 are $1.73 as compared to $0.20 in 2013.

Pointe SimonI am pleased to report we have had many successes in commercializing Pointe Simon over 2014. The specifi cs of th e diff erent aspects of th e development are set out below:• We have concluded sales transactions for 35

of th e 45 condominium units. This includes th e sale of 25 units under a block transaction taking advantage of an incentive available under th e French tax regime. We expect to secure outright sales of th e remaining units during 2015

• The rental of th e offi ce tower is progressing according to our marketing plan. Having closed a number of leases we expect to move towards full occupancy by th e end of 2015

Arth ur Lok Jack, ChairmanArth ur Lok Jack, Chairman

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Ravi Tewari, CEO

• The hotel, which is scheduled to open in th e last quarter of 2015, was sold to a Martinique incorporated company known as Sas Compagnie Hoteliere de la Pointe Simon (CHPS) for €21.16 million generating a profi t of €1.1 million. The Group provided vendor fi nancing for th e sale while retaining a 24% interest. The vendor fi nancing is interest bearing and is fully secured by th e hotel. It has already been reduced by €3.5 million and will be reduced by a furth er €3.8 million before th e end of 2015

• Negotiations for th e rental of th e retail space are progressing well. We expect near full occupancy by premiere retail and entertainment brands to coincide with th e opening of th e hotel

Given th at Pointe Simon has no th ird-party debt its commercialization creates a new profi t-centre for th e Group, positively impacting our bottom line.

Legacy Lloyds BusinessApart from Pointe Simon, our only non-core activity is th e one remaining Lloyds Syndicate th at has been closed to new business since 2011. When Lloyds Syndicates are closed to new business, th eir existing liabilities “run-off ” (shrink to zero) over time. This Syndicate is very near to th e end of its run-off . Its residual exposure is small. Our intention was to enter into a reinsurance transaction during 2014 to remove all residual exposure from our books th ereby bringing th e “run-off ” to an end. However, having analyzed th e strength of our reserving, we are comfortable th at given th e level of reserves, th ere is strong statistical certainty th at th e run-off of th is Syndicate will continue to be favourable to th e Group and th at any downside risk is small in relation to th e overall level of profi ts of th e Group. We will th erefore allow th e Syndicate to run-off for anoth er year and again explore a reinsurance transaction near th e end of 2015.

Ravi Tewari, CEO

• The hotel, which is scheduled to open in th e last quarter of 2015, was sold to a Martinique incorporated company known as Sas Compagnie Hoteliere de la Pointe Simon (CHPS) for €21.16 million generating a profi t of €1.1 million. The Group provided vendor fi nancing for th e sale while retaining a 24% interest. The vendor fi nancing is interest bearing and is fully secured by th e hotel. It has already been reduced by €3.5 million and will be reduced by a furth er €3.8 million before th e end

• Negotiations for th e rental of th e retail space are progressing well. We expect near full occupancy by premiere retail and entertainment brands to coincide

Given th at Pointe Simon has no th ird-party debt its commercialization creates a new profi t-centre for th e

Apart from Pointe Simon, our only non-core activity is th e one remaining Lloyds Syndicate th at has been closed to new business since 2011. When Lloyds Syndicates are closed to new business, th eir existing liabilities “run-off ” (shrink to zero) over time. This Syndicate is very near to th e end of its run-off . Its residual exposure is small. Our intention was to enter into a reinsurance transaction during 2014 to remove all residual exposure from our books th ereby bringing th e “run-off ” to an end. However, th ereby bringing th e “run-off ” to an end. However, having analyzed th e strength of our reserving, we are comfortable th at given th e level of reserves, th ere is strong statistical certainty th at th e run-off of th is Syndicate will continue to be favourable to th e Group and th at any downside risk is small in relation to th e overall level of profi ts of th e Group. We will th erefore allow th e Syndicate to run-off for anoth er year and again explore a reinsurance transaction

Chairman’s and CEO’s Statement (continued)


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Insurance ActivitiesFollowing double-digit growth in revenue over both 2012 and 2013, Gross Premium Income grew by a disappointing 2% from $4.9 billion to $5.0 billion. This is as a result of a change in our approach to sales as we tactically refocused the sales force within the Life division to protection products by limiting our intake of investment products. These protection products have higher profit margins that more than compensate for the reduction in gross premiums. Further, during 2013 we received significant one-off annuity premium income from our Jamaican operations that was not repeated in 2014. In 2015 we expect to return to our normal levels of strong growth.Net Income from Insurance Underwriting Activities fell from $580.6 million in 2013 to $546.0 million in 2014 as a result of adverse claims experience in our health and general insurance business as well as actuarial strengthening of reserves in some lines. It should be noted that neither of these factors is structural and we expect that they would have no material impact on performance going forward as they resulted from normal statistical volatility in our business.Operating Profits before fair value adjustment on Pointe Simon totaled $433.8 million, an increase of $40.6 million or 10% over the 2013 figure of $393.2 million. Operating Expenses have reduced from $917.9 million in 2013 to $905.1 million in 2014. This is despite an additional $27 million of expenses in 2014 due to the accounting standards relating to commercializing Pointe Simon. Robust effort is being made to further reduce operating expenses across all areas. Major projects to enhance our IT backbone, streamline our revenue collecting capabilities and enrich our customer experience are currently in progress and would have a favourable impact on our operating efficiency.Guardian Group consists of a very strong portfolio of non-bank financial institutions spanning the English and Dutch Caribbean. Trinidad is the largest insurance market in the English and Dutch Caribbean and it is investment grade. In Trinidad, we hold the number one market position in every line of insurance business through Guardian Life of the Caribbean Limited and Guardian General Insurance Limited who both continue to be A- Excellent (Stable) rated. Guardian Life of the Caribbean Limited has once again written the majority of business sold in the Trinidad individual life and pensions market as well as the occupational health market. Guardian General Insurance Limited continues to dominate its general insurance market segments in Trinidad and holds very strong market positions through its branches and agencies in almost every English speaking Caribbean island. Further, in the majority of our other markets, including Curacao, Aruba, Barbados and Jamaica, we hold either the number-one or number-two market position in the key business lines. Despite the challenges facing the Jamaican economy, Guardian Life Limited, our Jamaican life and health insurer has contributed very favourably to the Group’s bottom-line. Guardian General Insurance Jamaica Limited continues to perform well having fully consolidated with our 2012 acquisition of Globe Insurance Company of Jamaica Limited. Our Dutch Caribbean operations have had an excellent year delivering very solid results to

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the Group. Operating collectively as Guardian Group Fatum, our Dutch Caribbean operations continue to hold leading market positions in all key lines of business delivering a steady stream of profits in a stable currency.While no acquisitions have been concluded in 2014, we have judiciously explored a number of opportunities in our core markets and expect to conclude a transaction early in 2015.

InvestmentsDespite the dearth of long-term government securities we continue to hold a diversified investment portfolio by asset class, currency and country. Through this diversification we aim to strike a balance between mark-to-market movements, currency fluctuations and attractive returns despite the low interest rate environment.Fair Value Gains were offset by unfavourable currency movements and persistent low interest rates producing total contribution from Investing Activities of $923.3 million, an overall increase of $65.5 million over 2013.Our asset management subsidiary, Guardian Asset Management Limited has had another year of solid profitability growing assets under management 4% from $9.3 billion to $9.7 billion.

Our Impact on SocietyHaving been part of the Pan-Caribbean landscape for over 165 years we take our social responsibility very seriously. Throughout the region we provide direct employment to 2,700 employees and we pay over $90 million in taxes to various governments. However, we see our social responsibility as going beyond normal business activity. Under the umbrella and single brand, Guardian Group, our policy has been to take a more streamlined and focused approach to Corporate Social Responsibility (CSR) across the region and in each of the markets that we serve. In 2014, in keeping with the overarching Group CSR theme of Health and Wellness and the promotion of healthy lifestyles, the Group companies undertook several initiatives and projects that supported social causes relevant to their respective markets. This included support for the Olympic Committee in Trinidad, 5K runs in Jamaica and Curacao, youth cricket in Barbados, sponsoring UWI’s Premier Teaching Awards, road safety campaigns and supporting a multitude of activities representing the diverse cultures that comprise our Caribbean. We also play a strong role in the fight against breast cancer by providing a program of world-class, early detection services through our involvement with Pink Hibiscus Breast Health Specialists.At Guardian Group it is our firm belief and philosophy that strong, stable and productive communities are essential to business success and ultimately to increasing shareholder value.


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Arth ur Lok Jack Ravi TewariChairman of th e Board Group Chief Executive Offi cer

SummaryOur portfolio of fi nancial service companies diversifi ed across lines of insurance and geographies togeth er with our diversifi ed investment portfolio has with stood operating volatility and provided strong overall performance generating a Return on Equity of 13.7%. Pointe Simon is progressing as planned and will provide an additional source of profi ts for th e Group. Having addressed volatility in non-core activities, management is now able to put renewed focus on growing our core businesses by leveraging our strong insurance franchises to increase revenue and profi ts. Confi dent in th e fact th at our negative legacy issues which have plagued us over recent years have been resolved, and given our solid business franchises and signifi cant market positions th roughout th e region, your Board of Directors, aft er many years of fl at dividend payment, have decided to increase th e total dividend per share by 9.6% to fi ft y-seven (57) cents. Consequently, furth er to th e interim dividend of seventeen (17) cents, th e fi nal dividend will be forty (40) cents.We would like to th ank th e shareholders, customers and our valued employees who have demonstrated loyalty to th e Group over th e years. This year has been of special signifi cance to th e Group as it sets th e tone for a future of solid, increasing performance.


1919

Board of DirectorsArthur Lok JackGroup Chairman Ravi Tewari

Group Chief Executive OfficerPeter GanteaumeDeputy Chairman

Fé Lopez-CollymoreCorporate Secretary

Imtiaz AhamadPhillip Hamel-Smith Douglas Camacho

Anthony Lancaster

Marianne LonerSelby Wilson Maxim Rochester

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Richard Espinet

For more information about our Board of Directors, please refer to: www.myguardiangroup.com/about-guardian-holdings-limited/board-of-directors/


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Ravi Tewari – Group Chief Executive OfficerRichard Espinet – Executive Director/Group President, Caribbean Property & CasualtyBrent Ford – Group Chief Investment Officer/Group President, Asset ManagementSteven Martina – Chief Administration Officer, Insurance Administration ServicesKerri Maharaj - Group Chief Financial Officer

Group Executive

Douglas Camacho – Executive Director/Group President, Strategic Investments & ProjectsPaul Traboulay – Group Chief Risk OfficerFé Lopez-Collymore – General Counsel & Company SecretaryLarry Olton – Group Vice President, Integrated Marketing CommunicationsKeston Nancoo – Group Vice President, Human Resource Services

Wendell Mitchell – Group Chief Information OfficerKaren Bhoorasingh – President, Guardian General Insurance Jamaica LimitedAnand Pascal – President, Guardian Life of the Caribbean LimitedEric Hosin – President, Guardian Life LimitedBenedict Bito – Head of Internal Audit, Guardian Holdings LimitedPrabha Siewrattan – Group Head, Compliance

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Ravi Tewari – Group Chief Executive Offi cerRichard Espinet – Executive Director/Group President, Caribbean Property & CasualtyBrent Ford – Group Chief Investment Offi cer/Group President, Asset ManagementSteven Martina – Chief Administration Offi cer, Insurance Administration ServicesKerri Maharaj - Group Chief Financial Offi cer

Summary Financials 2013 and Notice of Annual Meeting for 2014

Management Discussion and Analysis

This Management Discussion and Analysis contains detailed information important to understanding th e Company’s results and fi nancial condition and should th erefore be read in its entirety.

FORWARD LOOKING STATEMENTS – CAUTIONARY LANGUAGEThe report reviews th e Company’s fi nancial condition and results of operations including its liquidity and capital resources. Historical information is presented and discussed. Where appropriate, factors th at may aff ect future fi nancial performance are also identifi ed and discussed. Certain statements made in th is report include “forward-looking statements”. Forward-looking statements include any statement th at may predict, forecast, indicate or imply future results, performance or achievements instead of historical facts and may contain words like “believe”, “expect”, “estimate”, “project”, “budget”, “forecast”, “anticipate”, “plan”, “will”, “shall”, “may” and oth er words, phrases or expressions with similar meaning. Forward-looking statements involve risks and uncertainties th at may cause actual results to diff er materially from th e results contained in th e forward-looking statements and th e Company cannot give assurances th at such statements will prove to be correct. Given th ese risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.

OVERVIEWGuardian Holdings Limited (GHL) is a holding company formed in 1982 and became a publicly listed company in Trinidad & Tobago on June 18, 1996. GHL’s subsidiaries provide fi nancial services th rough th e production, distribution, and administration of insurance and investment products. GHL’s principal operations are conducted th roughout th e Caribbean. There are th ree main business segments: Life and Health Insurance, and Pensions; Property and Casualty Insurance; and Asset Management. Services are primarily distributed and sold th roughout th e Caribbean, however reinsurance cover is selectively provided on a worldwide basis th rough th e Group’s international property and casualty business segment.

CRITICAL ACCOUNTING POLICIES AND ESTIMATESThe Group’s accounting policies require th e use of judgments relating to a variety of assumptions and estimates, in particular, expectations of current and future mortality, morbidity, persistency, expenses and interest rates. Because of th e inherent uncertainty when using th e assumptions and estimates, th e eff ect of certain accounting policies under diff erent conditions or assumptions could be materially diff erent from th ose reported in th e consolidated fi nancial statements. The Group’s signifi cant accounting policies and critical accounting estimates are disclosed in Notes 2 and 3 respectively to th e Consolidated Financial Statements.


22

SUMMARY OF FINANCIAL PERFORMANCE

LIFE, HEALTH & PENSIONSGuardian Group’s Life, Health and Pensions (LHP) business is underwritten and serviced by fi ve (5) companies in th e English and Dutch-speaking Caribbean, th at have consistently held th e number one or number two positions in th eir respective markets. The companies are Guardian Life of th e Caribbean (GLOC) and Bancassurance Limited (BANC) domiciled in Trinidad, Guardian Life Limited (GLL) domiciled in Jamaica and Fatum Life and Fatum Health (FATUM) domiciled in Curacao and Aruba.

There were many challenges in 2014, most of which revolved around th e slow recovery of th e global economy and th e weak growth of regional economies, particularly th e Jamaican economy, which continued to suff er from high debt, low productivity and high unemployment.

The LHP business segment was neith er daunted by th e global or regional social and economic realities nor local competitive forces and achieved Net Profi t of $422 million, surpassing th e previous year by 32%. Net Income from insurance and investment activities totalling $953 million exceeded 2013 results by 6%.

The overall Net Result from Insurance activities of $144 million was 80% of th e 2013 fi gure; GLOC and GLL accounted for majority of th is result. The decline from 2013

resulted from higher commissions paid on new business and higher net claims incurred by GLOC for 2014. During 2014, GLOC focused on th e provision of more protection products, which carry larger commissions. Net Underwriting Revenue of $2.83 billion increased year-on-year by 3% while Underwriting Expenses of $2.68 billion increased by 5%. On th e short term portfolios, continued emphasis was placed on profi table pricing and claims management which contributed to improved results over 2013 for GLL and FATUM.

Of th e total Net Underwriting Revenue, Net Premium Income of $2.66 billion grew by 1% in 2014 driven by strong business retention and new business sales. GLOC surpassed prior year earnings by 4% and

Net Premium Income ($ million)GLOC GLL Fatum

1,18

7

1,25

8

1,34

8

1,62

0

5

20

531

6

11

53

9

436

381

483

4

73

3,000

2,500

2,000

1,500

1,000

0

2,170

2,4422,632

2,143

2010 2011 2012 2013 2014

2,656

495

474

1,68

7

Management Discussion and Analysis (continued)

23

contributed 63% of th e premiums earned for th e LHP segment with ordinary life and annuities contracts accounting for 75% and health 21%. GLOC also ended th e year with a persistency rate of 93.63%.

FATUM grew premium income by 5%, particularly on th e Pensions business. For GLL all major lines of business showed revenue growth . However, th ere were lower bulk annuity purchases in 2014 and th is led to th e 12% decline in premium income earned by GLL, exacerbated by th e impact of th e 7.22% devaluation of th e Jamaican dollar.

The LHP Individual Life sales team settled annualised premium income of $452 million, 91% of th e record results set in 2013. GLOC accounted for $278 million or 62% and continues to be th e market leader in Trinidad. FATUM contributed $116 million or 26%, which was 97% of th eir 2013 achievement.

The following table shows th e individual-lines new business annualised premium income by territory for th e past fi ve years.

In Jamaica, business confi dence recorded its highest levels for th e fi rst th ree quarters of 2014, since 2007. Consumer confi dence, however, declined in tandem with purchasing power and job opportunities amid devaluation, 6.73% infl ation and fi xed wages. These factors contributed to GLL settling JA$1.03 billion in new business premium (JA$1.063 billion: 2013). Alth ough th e second highest in th e fi ft een-year history of th e company, it was 82% of 2013 results in TT$ terms.

Net Income from Investing Activities of $809 million increased over prior year by 12% due to increased investment income earned by GLOC and th e signifi cant reduction in realized losses posted by GLL and fair value losses by both GLL and Fatum when compared to 2013. These increases were partially off set by th e $62 million reduction in Oth er Income mainly caused by lower foreign exchange gains on invested assets with th e strength ening of th e local currencies of th e LHP segment against major currencies. In 2014, bond maturities were re-invested in short term instruments at lower rates due to th e paucity of long term securities on th e primary markets.

Re-engineering and re-structuring initiatives continued in 2014 and resulted in a cost to income ratio of 18.7% (2013: 19.2%). This contributed to th e segment’s increased profi tability as LHP companies incurred Operating Expenses of $497 million, which was slightly below prior year.

66 6

5

68

71

190

2

25

207

3

03

GLOC GLL Fatum

500

400

300

200

100

0

376410 398

494

452

2010 2011 2012 2013 2014

120

1

20

12

3

1

20

278

5811

6

Annualised Premium Income ($ million)



24

The LHP segment closed th e year with Total Assets of $17 billion, increasing by 4% over 2013. This was based on 5% growth in Financial Assets and 13% increase in th e Value of th e in force life insurance business.

LHP companies maintained capital signifi cantly over th e regulatory minimum solvency requirements. GLOC has developed a solid reputation based on its fi nancial stability, consistently earning an A.M. Best of A- Excellent over a number of years. This rating was re-affi rmed during 2014. GLL has also demonstrated consistent, strong fi nancial performance and prudence with a Minimum Continuing Capital and Surplus Requirements (MCCSR) ratio of 214% (2013:191%), above th e international standard of a strong insurance company. Fatum once again also signifi cantly exceeded th eir minimum regulatory solvency requirements for 2014.

Despite th e challenges of 2014, we are pleased th at th e LHP segment was able to overcome th e various challenges to emerge with higher profi tability, increased operational effi ciencies, increased Shareholder’s equity, stronger asset base and improved solvency while maintaining eff ective corporate governance and risk management procedures.

Over th e past year, Jamaica and Trinidad have implemented multiple regulatory reforms aimed at improving th e ease of doing business in th ese jurisdictions. This is a step in th e right direction to attract increased foreign direct investment and to grow micro, small and medium-sized enterprises. The LHP segment is poised to take advantage of th is growth by leveraging its fi nancial strength , market leadership, technological innovations, risk management capabilities and customer service excellence to increase shareholders’ value.

CARIBBEAN PROPERTY & CASUALTYGross Premiums of $2.115 billion grew by $74.0 million from $2.041 billion. This is on th e backdrop of pro-longed soft market conditions which have largely been driven by benign hurricane seasons in recent years, compounded by an infl ux of capital to th e reinsurance market which is driving th e reinsurance pricing downwards.

In order to enhance premium income growth during th ese adverse market conditions, th e Group will continue to focus on mergers and acquisition opportunities, th e deepening of our relationships with our global network partners, th e diversifi cation of our product off erings and th e enhancement of our customer service experience.

6.7

7

.1

7.9

8.6

2.8

3.1

3.2

3

.1 4

.2

4.5

4.8

4.9

GLOC GLL Fatum

18

16

14

12

10

8

6

4

2

0

13.714.7

15.916.6

17.3

2010 2011 2012 2013 2014

9.0

3.1

5.2

Total Assets ($ billion)


25

During th e year we completed th e integration of Royal & Sun Alliance (Antilles) N.V. into Fatum General N.V. and acquired anoth er brokerage in th e Neth erlands which has since been fully integrated into our existing brokerage operations in th at country.

This 3.6% growth in gross premiums is refl ected in increases in th e major classes of business with Property being th e lead.

The 2014 Atlantic hurricane season was even quieter th an 2013 and much quieter th an predicted, with th e fewest hurricanes since 1982. There were 8 named storms; two of which developed into major (category 3+) hurricanes, with no major losses arising from eith er th e hurricane season or earth quakes in th e region.

GGIL Fatum GGIJL

2,500

2,000

1,500

1,000

500

0

2,041

2010 2011 2012 2013 2014

1,272

1,634

1,761

1,0

09

1

,347

1,

501

1,4

64

263

2

87

23

8

401 22

1

76

2,115

1,38

743

129

7

Gross Premiums Written ($ million)


2014 2013

134 132 75 77

1,600

1,400

1,200

1,000

800

600

400

200

0Property Motor Casualty O�er

480

491

1,35

3

1,41

5

Gross Premiums by Class of Business ($ million)

1,35

3

Property67%

O�er 4%Casualty 6%

Motor23%

Gross Premiums by Business mix for 2014


26

Profi t aft er tax of $103.7 million decreased by 10.0% from $115.2 million in 2013. In 2013 we benefi ted from high net fair value gains on fi nancial instruments of $14.4 million which unfortunately did not recur th is year. Our Technical Profi ts however increased by $13.4 million over last year to somewhat ease th e shortfall in fair value gains. The Net Claims ratio of 40.7% was just above th e 2013 ratio of 38.3%, however th e overall combined ratio for claims, expenses and commissions decreased to 85.6% from 87.5% due to th e non-recurrence of th e integration expenses incurred in 2013 from our th ree 2012 acquisitions.

Once again th is division continues to produce excellent technical results with combined ratios consistently below 90%.

A. M. Best affi rmed Guardian General Insurance Limited’s (GGIL) rating of A- Excellent with a stable outlook in th e Financial Size Category VII. ; th e highest size category for any indigenous Caribbean property & casualty insurer.

Once again, all companies with in th e Division have maintained solvency margins substantially in excess of th e minimum regulatory requirements of th e various jurisdictions in which th ey operate.

Guardian Group’s Caribbean Property and Casualty Business remains th e market leader in th e region, with market leading positions in a number of countries and with operations spanning twenty one countries it off ers th e widest range of products and geographical service to our clients. Supported by its robust capital structure, reputational claims expertise and fi nancial strength , it continues to focus on growth opportunities while strategically strength ening relationships with global network partners, representing th em in all th e major Caribbean territories.


48.2 40.9 38.2 38.3 40.7

87.7 80.9 82.9 87.5 85.6

100

80

60

40

20

02010 2011 2012 2013 2014

Combined Ratio

Net Losses Ratio

Combined and Net Loss Ratios (%)

0.4

0.5

GGIL GGIJLFatum

3.0

2.5

2.0

1.5

1.0

0.5

0

2.2 2.3

2.8 2.8

2010 2011 2012 2013 2014

0.7

0.

7

0

.7

0.

9

1.5

1

.6

1.7

1.4

2.8

1.4

0.9

0.5

Total Assets ($ billion)

27

In this highly competitive environment, which is further aggravated by a low yielding investment climate, the Group is intently focused on its long established tradition of maintaining sound underwriting discipline, backed by robust reinsurance programmes provided by only “A” rated reinsurers. Additionally, with its proven regulatory compliance track record and supported by a strong internal structure, the Group is in the best position to conform to any new and pending local and regional legislation.

INTERNATIONAL PROPERTY & CASUALTYThis segment of the Group’s business comprises the reinsurance underwritten by its wholly owned subsidiary Guardian Re (SAC) Limited; a Bermuda registered Class 3A reinsurer. Guardian Re’s business is primarily captive business, including a minor share of treaties from non-Caribbean third party cedants.

Gross Premiums Written declined by 10.3% to $165.5 million from $184.6 million, and Net Premiums reflected a slight decrease of 3.7% to $94.2 million from $97.8 million as a result of lower net retained property sums insured within the Group and lower reinsurance pricing caused by the soft market conditions.

The technical performance showed improvements over last year. The Net Claims ratio of 73.3% was slightly below the 2013 ratio of 73.9%, and the overall combined ratio for claims, expenses and commissions decreased to 83.7% from 89.4%. However, the Profit after tax of $54.5 million decreased by 6.2% from $58.2 million in 2013 as a result of lower investment income.

The Group had expected to transfer all liabilities on the remaining Lloyds syndicate to third parties during 2014, however after substantial negotiations a decision was made to continue the run off for another year due to external advice indicating that there was a substantial surplus in the reserves held.



28

ASSET MANAGEMENTGuardian Asset Management (GAM) continued to show its resilience in 2014 despite th e challenge of an environment characterized by low interest rates and volatile investment markets.

Several macro events weighed heavily on th e investment climate. In th e local market, th e persistence of high levels of liquidity continued to stifl e local interest rates, with 10 year yields averaging close to 2.50%. The local equity market also provided subdued returns with th e TTSE Composite Index declining 2.88% in 2014. The steep decline in oil and gas prices in th e second half of th e year dampened th e economic climate and investor confi dence both locally and globally. Given th e signifi cance of th e energy sector to th e local economy, th ere

were and continues to be concerns about th e resulting impact on Government fi nances and local growth . Brent crude, th e international benchmark for oil prices, declined 48% over th e year on concerns of a glut in th e market from US shale deposits and OPEC’s decision not to cut production levels. GAM was able to adjust to th e situation and make tactical decisions to minimize th e volatility posed by th ese declining prices.

Oth er oil and gas producing countries were also aff ected by th e decline in oil prices, such as Russia and Nigeria. The Russian economy was also severely impacted by sanctions imposed on it by Western countries over its involvement in th e annexation of Crimea in eastern Ukraine. In addition to th is, political instability in Greece and a general slowdown in economic activity in th e Eurozone resulted in poor performance for European equities.

Alth ough th e Fed ended its bond purchasing program, global volatility took th e spotlight and yields on th e US 10 year Treasury fell from 3.03% to 2.17% over th e year 2014. As US markets are currently viewed as th e most stable developed economy, a ‘fl ight to quality’ by investors resulted in th ese lower yields. US equity markets fared well as th e S&P 500 Index was up over 11% in 2014 amidst optimism fuelled by accelerating US growth . The US dollar also strength ened and gained over 12% against th e basket of foreign currencies. Developed markets in general as measured by th e MSCI World Index returned just 2.9% in US Dollar terms as currency depreciation in major regions would have impacted global returns.

Captive Funds GAM Mutual Funds

O er Funds

10

8

6

4

2

0

7.3

8.28.9

9.3

2010 2011 2012 2013 2014

9.7

1.

3

1.3

1.3

1.

2

1

.1

0.

2

0

.4

0.

5

0.5

0.6

5.8

6.5

7

.1

7.6

8

.0

GAM Total AUM ($ billion)


29

Assets Under Management (AUM) grew 4.1% to $9.7 billion over th e year 2014, th is growth came mainly on account of th e increase in th e captive portfolio. The Guardian Life of th e Caribbean portfolio rose by over $400 million from a combination of net infl ows and positive portfolio returns. Oth er lines also contributed to th e rise in AUM, namely non-discretionary private wealth business which grew 26%, as clients were attracted by th e competitive fee structure and capital market products off ered by GAM.

GAM’s revenues declined slightly to $58.9 million in 2014, from $60.4 million mainly as a result of th e limited market opportunities given th e investment climate and interest rate environment. The diversifi cation of its revenue streams continue to benefi t GAM as th is shortfall was off set by an increase in revenues from th ird party funds under management.

Through strict cost discipline, GAM was able to hold profi t aft er tax levels in line with prior year. Over th e year, GAM was able to reduce its expenses whilst still providing quality service, a testament of our ability to be more effi cient in th is increasingly competitive environment.

As we have mentioned in th e past, th e existing company GAM will be divided into two entities, a Trust Company focusing on Trust Services and an Asset Management Company which will handle th e investment management and services aspect of th e business. The offi cial split is carded for completion with in th e fi rst half of 2015 once th e requisite regulatory approvals have been received. This change is being made to improve governance and transparency as th ere will be a clear demarcation of roles. The provision of Trust Services which is a business line th at has been largely untapped by th e Group will be a strategic focus of th e organization going forward.

Alth ough 2014 proved to be a diffi cult year for markets as th ey were plagued by high levels of volatility, GAM Mutual Funds performed well, delivering health y returns. The two Income Funds – th e TT and US Month ly Income Funds, were also able to maintain competitive payout rates th roughout th e entire year and remains a market leader in rates on off er.

Revenue Profit a�er Tax

80

60

40

20

02010 2011 2012 2013 2014

54.

5

6

0.0

61.

9

60.4

58.9

18.

1

19.

7

2

3.1

20

.6

2

0.7

GAM Financial Performance ($ million)



30

As pioneers in offering locally managed international mutual funds, GAM continues to offer investment opportunities to both retail and institutional clients. We cover all asset classes in an effort to meet all the investment needs of a client. GAM also remains a leader in providing customized private wealth management services to high net worth clients offering portfolios managed to a client’s specific risk profile.

ALTERNATIVE INVESTMENTS RGMRGM’s objective is to provide sound financial investments with long term cash flows, backed by real estate appropriate for the portfolios of the shareholders. The company’s aim is to develop state-of-the-art commercial properties, designed to meet international standards for finish, function, services, safety and convenience for A-class local and multinational tenants.

The company currently manages seven (7) buildings comprised of over 500,000 square feet. Listed among its’ clients are a number of multinational corporations, occupying in excess of a 100,000 square feet across multiple locations, to small professional and service-oriented firms occupying a little as 5,000 square feet. In addition to these commercial buildings in its’ portfolio, RGM also constructed four (4) stadia and renovated the existing Hasely Crawford Stadium for the Government of the Republic of Trinidad and Tobago (GORTT).

The newest addition to the portfolio will be a grade ‘A’ commercial building on the eastern side of the Queen’s Park Savannah comprising 78,000 square feet which is seven (7) storeys high. This building is designed to be the most efficient, modern and environmentally responsible property in the region. It will also be the first LEED certified building in Trinidad & Tobago. It is expected that prospective tenants will be able to begin outfitting at the beginning of the second half of 2015.


31


SOCIAL RESPONSIBILITY

Partnering for a Better TomorrowGuardian Group continues to partner with the communities which it serves, throughout the Caribbean, and 2014 was no exception. Our contribution to the spheres of health and wellness, youth development and education, are matched only by the passion shown by our staff for voluntary work to assist society’s less fortunate. We believe that hands-on involvement in our communities is the only way to truly demonstrate our core values as an organization, especially that of serving people.

Health & WellnessOne of the major charity events for the year came through our LHP operations in Jamaica, Guardian Life Limited, which with the University Hospital of the West Indies (UHWI) hosted the inaugural Keep it Alive 5K Night Run on June 21, 2014.

The race achieved record success with over 6,000 participants in its inaugural year. In Jamaica, Guardian Group also engaged the staff of the Northern Caribbean University Department of Health and Wellness with the 10,000 Step Programme.

In Curacao, Guardian Group registered the highest number of participants in the ‘My Guardian Group Walk and Run’ community event in October with over 10,000 participants who partnered to not only raise money for several causes but raise awareness of healthy lifestyle.


32

Across Aruba, we lent support to the Aruba Triathlon Association, Aruba Kanker Fonds, Cancer Foundation, Fund Aua di Visualmente Incapacita (FAVI), Autism Foundation.

In Barbados, the Guardian Group was again the title sponsor of the Guardian Group Herman Griffith Primary School’s Cricket Tournament. 2014 was the 34th year of the competition and we have partnered with the National Sports Council for the past 16 years.

In Trinidad and Tobago, Guardian Group contributed to the production of the Caribbean Medical series. This impactful half hour television programme covered topics which included Breast Cancer, Diabetes, Heart Disease, Prostate Cancer, High Cholesterol/Nutrition for a Healthy diet, HIV, Stroke/High Blood Pressure, Orthopaedic and Asthma and provided valuable insight from some of the best medical minds in the field from within the region and North America.

Focus on safety

In Trinidad and Tobago, Guardian Group renewed its partnership with Arrive Alive for the Upgrade of School’s Crosswalks and a Road Safety Awareness Project. The objective was to raise awareness of the need to create safer walking and crossing spaces, as well as promote and encourage safer crossing practices by pedestrians.


33


VolunteerismAs part of our response to a call by United Way (Trinidad & Tobago) for Corporate T&T to support a National Day of Caring, Guardian Group intervened in the lives of the families and wider community of Kernaham, on the southeast coast of Trinidad. Guardian Group conducted several projects within the community including laying tiles, reconstructing flooring, stairs and walls, building outdoor drainage, painting, sorting and packing clothing, furnishing rooms and other countless activities.

Academic Leadership DevelopmentIn Jamaica, our Grade Six Achievement Test (GSAT) scholarships rewarded students who performed outstandingly in the GSAT examinations with a five year JA$50,000 scholarship to finance their secondary education. At the tertiary level, we teamed up with The University of the West Indies for the 15th year to host the Premium Teaching Open Lecture Series. This event alternates annually with the Premium Teaching Awards in the Trinidad and Tobago and Jamaica campuses of the UWI.


34

THE CHOICES YOU MAKE TODAYCAN ENSURE TOMORROW’S FUTURE

35

FRAMEWORK FOR EFFECTIVE GOVERNANCEThe GHL Board acknowledges its collective responsibility for the long term success of the Company and has adopted a number of policies and procedures to support its effective discharge of this responsibility.

Prominent among these policies is the Corporate Governance Policy which has established a formal mandate for stewardship of the Company including oversight of:

• Strategy and the achievement of its strategic plans• Succession planning, training and an induction programme for Board members and

senior management• Risk management• Internal controls• Material transactions • Corporate governance• Financial reporting• Compliance• Stakeholder communication

Specific responsibilities and authorities are delegated by the Board to the CEO. The primary objectives of the role of the CEO are to lead the management of the Company’s business and affairs, and to lead the implementation of the resolutions and policies of the Board of Directors.

The Board is also assisted in carrying out its functions by the operation of Committees formed from among its members. The Committees currently in effect are:

• Corporate Governance Committee • Audit Committee• Risk and Compliance Committee • Remuneration Committee

Each Committee is governed by a Charter that sets out its responsibilities. The composition of each Committee is reviewed on an annual basis by the Corporate Governance Committee which makes recommendations to the Board. Each Charter is reviewed annually by the Board, and each Committee makes an annual report to the Board of Directors. The Committee reports are included in this report.

ADOPTION OF TRINIDAD & TOBAGO CORPORATE GOVERNANCE CODE (TTCGC)As a company with public accountability as defined in the TTCGC, GHL has adopted the TTCGC on an “apply or explain basis” and its adherence to the TTCGC is outlined in this report.

Corporate Governance Report

THE CHOICES YOU MAKE TODAYCAN ENSURE TOMORROW’S FUTURE


36

Board Information & Decision MakingThe Corporate Governance Policy sets the standard for information made available to Directors and requires that information submitted is relevant, concise and timely, well organized and supported by any necessary background or historical information, designed to inform Directors of material aspects of the Company’s business, performance and prospects and provided in due time to encourage thoughtful reflection and meaningful participation.

The Board meets at least quarterly to deal with routine business and meetings are convened as necessary for special business such as strategic planning or major transactions. The Guardian Group is committed to managing its lines of business in a socially conscious way, maintaining ethical corporate governance practices in all territories in which it operates and taking into account the legitimate interests and expectations of all stakeholders.

Commitment of TimeEvery non-executive Director is required to sign terms of engagement under which the commitment is acknowledged to attend Board meetings and devote such time and attention as is necessary for the proper discharge of duties and responsibilities as a Director.

Conflicts of InterestsAll Directors and employees of the Company are subject to the Conflict of Interest Policy which requires disclosure of conflicts of interest and includes provisions for the management of any such disclosed conflicts. Compliance with the policy is monitored by the Corporate Governance Committee.

BOARD COMPOSITION, COMMITTEES, NON-EXECUTIVE DIRECTORS & CHAIRMANThe Board comprises eleven (11) Directors of whom eight (8) are Non-Executive. The Chairman, Mr. Arthur Lok Jack is a Non-Executive Director but, as a significant shareholder, does not meet the independence criteria of the Company’s by-laws. Mr. Peter Ganteaume has been identified as the Lead Independent Director in keeping with the recommendations of the TTCGC.

The Corporate Governance Committee annually reviews the composition of the Boards of all Guardian Group member companies and their committees and makes recommendations to the respective Boards with respect to changes thereof. The Committee also reviews all candidates for election or appointment as Directors and makes recommendations thereon to the Boards of respective Group companies.

Corporate Governance Report (continued)

37

The Committee is satisfied that the membership of the Group Boards collectively provides appropriate years of experience and diversity of age and gender as well as strong skill sets in the areas of general management, international business, finance & accounting, corporate finance, mergers & acquisitions, corporate law, banking, asset management, insurance, risk management, information technology and property management and development. The Committee is satisfied that the current composition provides the required balance of independence and diversity of skills, knowledge, experience, perspectives and gender among Directors to facilitate high quality decision-making. A process for formalizing the evaluation of the Board and its members is currently being developed.

Board ChangesSince the date of our last Annual Report Mr. Jemal-ud-din Kassum resigned as a Director of the Company on August 7, 2014. Mr. Kassum had been appointed to the Board on February 1, 2011 and resigned for personal reasons to rotate his activities in emerging markets. The Board thanks Mr. Kassum for his contributions and service.

On the same date Mrs. Marianne Loner was appointed to fill the vacancy created by his resignation. Mrs. Loner is a highly respected financial professional and brings to the GHL Board more than thirty (30) years of banking experience in international locations. She also has a background in asset management, investment and commercial banking. Mrs. Loner earned both an MBA and Bachelor of Arts (cum laude) from New York University. Having been appointed to fill a casual vacancy Mrs. Loner retires at the 2015 Annual Meeting, is eligible and has been nominated for re-election.

Independent DirectorsIt is provided in Regulation 4.1 of By-Law No. 1 of the Company that at least thirty per cent (30%) of the Board be comprised of Directors who satisfy the following criteria for independence contained in Regulation lA):

“Independent Director” means a Director who has no direct or indirect material relationship with the Company other than membership on the Board and who:

1. is not, and has not been in the past five (5) years, employed by the Company or its affiliates;

2. does not have, and has not had in the past five (5) years, a material business relationship with the Company or its affiliates (either directly or as a partner, shareholder (other than to the extent to which shares are held by such Director pursuant to a requirement of applicable law to which the Company is subject relating to Directors generally), and is not a Director, officer or senior employee of a person that has or had such a relationship);



38

3. is not affiliated with any non-profit organization that receives significant funding from the Company or its affiliates;

4. does not receive and has not received in the past five (5) years any additional remuneration from the Company or its affiliates other than his or her Director’s fee and such Director’s fee does not constitute a significant portion of his or her annual income;

5. is not employed as an executive officer of another Company where any of the Company’s executives serve on that Company’s Board of Directors;

6. is not, nor has been at any time during the past three (3) years, affiliated with or employed by a present or former auditor of the Company or any of its affiliates;

7. does not hold a material interest in the Company or its affiliates (either directly or as a partner, shareholder, Director, officer or senior employee of a person that holds such an interest);

8. is not a member of the immediate family (and is not the executor, administrator or personal representative of any such person who is deceased or legally incompetent) of any individual who would not meet any of the tests set out in (i) to (vi) (were he or she a Director of the Company);

9. is identified in the annual report of the Company distributed to the shareholders of the Company as an independent Director;”

For purposes of this definition, “material interest” means a direct or indirect ownership of voting shares representing at least three percent (3%) of the outstanding voting power or equity of the Company or any of its affiliates.

The Board has identified the following five (5) Directors (being forty-five per cent (45%) of the Board) as meeting such independence criteria:

• Mr. Peter Ganteaume (Lead Independent Director)• Mr. Antony Lancaster• Mr. Maxim Rochester• Mr. Philip Hamel-Smith• Mr. Selby Wilson

Director TenureIt is provided in the by-laws of the Company that Directors must be elected or appointed for stated terms and may not be elected or appointed for terms in excess of three years but on the expiration of such term will be eligible for re-election. Upon the expiration of his term of office the performance of a Director is reviewed by the Corporate Governance Committee prior to a recommendation being made on his nomination for re-election.


39

RELATIONSHIPS WITH SHAREHOLDERSThe GHL Board has adopted a formal Disclosure Policy designed to provide for accurate, timely and balanced disclosure of all material matters concerning the Company.

The GHL Board is committed to facilitating the ownership rights of all shareholder Groups, including minority and foreign shareholders and institutional investors. Provision is made for shareholders to have the opportunity to engage with the Company and participate effectively in annual and special meetings through the provision of proxies. External auditors and members of senior management and the Board are available at meetings with shareholders to respond to shareholder questions. In addition to the statutory reporting requirements each quarter’s review is accompanied by a comprehensive report from the Chairman dealing with both the strategic and operational aspects of the Group’s business.

COMMITTEE REPORTSREPORT OF THE AUDIT COMMITTEEThe Audit Committee (the Committee) is comprised of four (4) Non-Executive Directors two (2) of whom also meet the criteria specified for independence in the Company’s by-laws.:

• Mr. Selby Wilson (Chairman)• Mr. Arthur Lok Jack• Mr. Peter Ganteaume• Mr. Imtiaz Ahamad

The Committee’s Charter sets out its responsibilities in respect of the financial statements, internal controls, the internal audit function and external audit.

MeetingsThe Committee held seven (7) meetings in 2014 to discharge its responsibilities. Following each meeting of the Committee the Chairman certifies to the Board the Committee’s reasonable satisfaction that internal controls are functioning properly in those areas reviewed by Group Internal Audit and that risk corrective actions identified by management for implementation have been taken or identifies any exceptions thereto and management’s committed remedial actions.



40

Structure of Internal Audit The Group Head Internal Audit is responsible for the overall Group Internal Audit Function. Under a co-sourcing arrangement, PricewaterhouseCoopers was engaged to work alongside GHL’s own Internal Audit Department with the objective of providing the Group with access to international best practices in internal audit and expanded training opportunities. Internal Audit has unfettered access to the GHL Audit Committee. The Group Head Internal Audit reports administratively to the Group Chief Executive Officer.

Independence of Internal Audit The Committee is satisfied that the Internal Audit function has been discharged in an objective and transparent manner. Further, the Committee has satisfied itself that the performance of the function is not subject to management’s undue influence.

Internal Control and the Internal Audit FunctionThe ongoing assessment of the adequacy and effectiveness of the Group’s internal control systems is the primary responsibility of Internal Audit. During the year under review, weaknesses in internal controls noted by the internal auditors and management’s risk corrective actions were presented to the Committee at its quarterly meetings. The Committee members have satisfied themselves that approved risk corrective actions have remedied the weaknesses in internal controls that were highlighted in the internal audit reports.

External AuditThe Committee has assessed whether any circumstance existed that may reasonably be thought to bear on the external auditors’ independence. The external auditors have not been engaged to perform any non-audit related work that could impair their independence. Furthermore, the Committee has confirmed with the external auditors that there were no known relationships between the external auditors and the Group or its staff that could impact the external auditors’ independence.

The Committee has reviewed and approved the external auditor’s approach to and scope of their examination of the financial statements for the 2014 financial year. The members are satisfied that the external auditors have planned the audit to obtain reasonable assurance that the financial statements are free of material misstatement and present a fair view of the financial position of the Group as at December 31, 2014 and the results of its operations and its cash flows for the year then ended in accordance with International Financial Reporting Standards.


41

Financial StatementsDuring 2014, the interim unaudited financial statements were presented to the Committee at its quarterly meetings for review and recommendation for adoption by the Board. The Committee is satisfied that the audited financial statements contained in this Annual Report are complete, consistent with information known to its members and in conformity with appropriate accounting principles that have been consistently applied.

Re-tendering of External Audit EngagementAt the annual meeting of the Company held on May 13, 2009 shareholders accepted a proposal by the Directors that the Company review its external auditor engagement at 5 year intervals commencing with the audit appointment for the year ending December 31, 2009. In accordance with that proposal the Board engaged in a tendering process under the auspices of the Audit Committee as a result of which Ernst & Young are being recommended for appointment as auditors of the Company for the 2015 examination.

REPORT OF THE RISK & COMPLIANCE COMMITTEEThe Risk & Compliance Committee is comprised of four (4) directors of which three (3) are Non-Executive Directors two (2) of whom also meet the criteria specified for independence in the Company’s by-laws.:

• Mr. Antony Lancaster (Chairman)• Mr. Imtiaz Ahamad• Mr. Philip Hamel-Smith• Mr. Ravi Tewari

The Committee is governed by a Charter which sets out its responsibilities in respect of compliance and risk matters and is a key element of the Group’s corporate governance framework. The Committee acts in a review and advisory capacity to the Board of Directors by providing leadership, direction and oversight of the Group’s management of risk and compliance.

The committee met on four (4) occasions in 2014. The Group Chief Risk Officer and the Group Head Compliance attend all meetings of the Committee and provide comprehensive reports on all aspects of risk management and compliance and their impact on both the financial and non-financial objectives of the Group. The Chairman of the Group Audit Committee normally attends all meetings of the Committee by invitation to ensure that risk related issues are considered in decisions of that Committee.



42

Risk ManagementThe primary objective of the Enterprise Risk Management function is to provide value to our shareholders by:-

• Maintaining a comprehensive perspective on risk reduction as it relates to the erosion of critical sources of shareholder value through our focus on earnings volatility reduction and the avoidance of earnings related surprises.

• Optimizing risk and increasing the efficiency and effectiveness through which capital and other resources are allocated by robust assessment of the risk and reward trade-off.

• Building and sustaining our competitive advantage through increasing our knowledge of the risk environments in which we operate and assuring an adequate pricing of risk.

• Increasing our resistance to financial contagion and resilience to the impact of external events.

During the year the committee focused on the following areas:

Strengthening risk management across the Group: the Committee approved a comprehensive Risk Plan for 2014 intended to further embed the ERM framework and to lead standards of risk management at all levels of the business. The Group’s risk appetite was thoroughly reviewed by the committee based on performance against set targets and the Board approved a Group risk appetite statement which is cascaded throughout the Group. The Chief Risk Officer has overall responsibility for the Plan and reports regularly to the committee on progress against the Plan.

The Committee received regular reports on key risk exposures, the drivers of risk in the Group, emerging and potential risks, and actions taken to mitigate any risks that were out of appetite. The Committee also monitored the adequacy of the Group control framework in collaboration with the Audit Committee. In particular, the Committee focused on assessing the Group’s capital and liquidity positions against risk appetite and emerging regulatory based risk based capital models, and the drivers of financial and insurance risks.

The Committee continued its focus on business continuity and IT security risks as well as assessment of strategic and business risks associated with the Group’s strategic initiatives and projects including Merger & Acquisition activity.

The committee received regular reports on regulatory and other public policy developments. In particular, it monitored the actions being taken by management in response to risk based Insurance supervisory enquiries as well as overall readiness for the passage of new legislation.


43

ComplianceThe remit of the Group Compliance Unit is to provide assurance to the Board that the GHL Group of Companies complies with all applicable laws, regulations, and internal policies, codes of conduct and standards of good practice in those jurisdictions in which the Group’s businesses operate. The Unit is vested with the authority to formulate and establish procedures to facilitate the implementation and enforcement of the Group’s Anti-Money Laundering Compliance Policy and the Group Compliance Policy adopted by the Board of Guardian Holdings Limited in 2004.

The Unit has established a compliance reporting framework throughout the Group and receives periodic compliance reports from the business units on compliance with applicable laws and regulations, regulatory developments and compliance issues. During the year under review, the Unit reported to the Committee on the status of each business unit’s compliance with applicable laws and regulations, regulatory developments and the follow up and resolution of compliance issues. The Committee is satisfied that compliance issues raised during the year have been properly followed up and resolved and that there are no material issues remaining unresolved at the year end.

Following each meeting of the Risk and Compliance Committee the Chairman certifies to the Board the Committee’s reasonable satisfaction that compliance management systems are operating effectively; material compliance issues identified have been satisfactorily resolved; risk management systems are operating effectively and risk management strategies have been consistently applied to minimize exposures to risk or identifies any exceptions thereto and action being taken to address.

REPORT OF THE REMUNERATION COMMITTEE The Remuneration Committee is comprised of four (4) Non-Executive Directors three (3) of whom also meet the criteria specified for independence in the Company’s by-laws. The members of the Committee are:

• Mr. Arthur Lok Jack (Chairman)• Mr. Peter Ganteaume• Mr. Philip Hamel-Smith • Mr. Antony Lancaster

The Board is satisfied that as currently composed the Committee demonstrates the required level of independent thought in its deliberations.

The Committee is responsible for making recommendations pertaining to:

• The compensation of the Chairman and members of the Boards of Directors of all Group Companies;



44

• The remuneration, performance and incentive awards of senior executives of all Group Companies as identified from time to time by the Committee;

• the recruitment, engagement and promotion of senior executives of the Group as identified from time to time by the Committee.

Remuneration Policy for Directors and ExecutivesThe Company’s Remuneration Policy is designed to provide competitive remuneration designed to attract outstanding talent taking into account market conditions and the long-term interest of the Company.

Non-Executive DirectorsNon-Executive Directors are remunerated by means of a fixed annual retainer with a separate annual retainer payable for service on standing committees. Fees for service on ad hoc committees are established on the formation of any such committee and take into account the responsibilities and time commitments expected by Directors serving on such committees. The Chairman of the Board and the Chairmen of committees receive an additional annual retainer in recognition of the responsibilities attached to this office. The Board may also approve special fees, in addition to the annual retainer, for Directors who undertake any special services on the Company’s behalf other than the routine work ordinarily required of a Director.

Directors are provided with insurance cover under the Company’s D&O policy and are also reimbursed for special expenses incurred in attending Board meetings such as airfare, hotel and meals.

The remuneration of the Board of Directors is determined on the basis of standards in the market, the required competencies and time commitments.

Executives (including Executive Directors)The Group’s executive remuneration systems are designed to attract, retain, and motivate exceptional professionals focused on the attainment of the strategic objectives of the Group.

Executive remuneration includes fixed salary and benefits as well as variable components. The fixed salary takes into account standards in the market, the desired competencies and needs of the Group from time to time. Standard benefits include membership of Group life and health insurance plans and pension plans as well as the provision of a motor vehicle. The variable component of the Group’s executive remuneration is designed to reward and recognize excellent performance. It is linked to the achievement of specific, quantifiable, pre-established objectives that are closely aligned with the Group’s strategic goals and objectives.


45

Executives who are Directors on the Board of GHL receive the same fees as non-executive Directors for such service. However executives who serve as Directors on Group subsidiary companies receive no fees for such service.

Committee MeetingsDuring 2014 the Committee held three (3) meetings. In the course of these, the Committee considered the following matters on which it made recommendations to the Board:

• Review of Directors fees taking into consideration the results of the 2014 Corporate Directors fees survey conducted by independent consultants

• Review of CEO performance and setting of 2014 targets

• Consideration of remuneration arrangements for the new Group CEO and other executives whose positions had changed as well as exit arrangements for the retired Group CEO

• Review and approval of performance metrics relevant to the determination of Short and Long Term Executive Incentive Awards

• Continuing review of the rules governing the Long term Executive Incentive Plan

Following its 2014 review of Director fees no changes were recommended by the Committee save for the alignment of Directors fees for subsidiaries and the approval of a special fee for one (1) Director undertaking additional responsibilities in respect of one of the Group’s investments. The Committee is satisfied that the remuneration of Directors and senior management is fair and reasonable.

REPORT OF THE CORPORATE GOVERNANCE COMMITTEE The Corporate Governance Committee is comprised of four (4) Non-Executive Directors three (3) of whom also meet the criteria specified for independence in the Company’s by-laws. The members of the Committee are:

• Mr. Philip Hamel-Smith (Chairman) • Mr. Arthur Lok Jack • Mr. Peter Ganteaume • Mr. Antony Lancaster

The objectives of the Corporate Governance Committee are to develop, implement and periodically review guidelines for appropriate corporate governance of the GHL Group of Companies. The Corporate Governance Committee’s responsibilities include:



46

• Regularly reviewing the Corporate Governance Policy adopted by the Board and recommending revisions as appropriate.

• Making recommendations to the Board of Directors of GHL on the composition of the Board and its Committees,

• Identifying and nominating, for the approval of the GHL Board, suitable candidates to fill vacancies on the Boards of Directors and Board Committees of GHL and its major operating subsidiaries;

• Developing and implementing processes to assess Board and Committee effectiveness;

• Implementing a system to prevent any improper influence, or the perception of any improper influence, on the decision-making of the Directors, officers and employees of the GHL Group by outside interests, including those of related parties.

The Committee held two (2) meetings during 2014 in the course of which the following were accomplished:

• Review of the Committee’s Charter

• Review of schedule of rotation of Directors, confirmation of Independent Directors and recommendation on presentation of candidates for appointment at annual shareholders meeting

• Review of succession management and human capital development plans for executives and key managers across the Guardian Group.

• Continuing review of the structure of Boards and Committees across the Guardian Group

• Recommending procedures for recruitment, selection, orientation, development and evaluation of Board members and the conduct of their activities.


47

Report of the Independent Auditors on the Summary Consolidated Financial StatementsTO THE SHAREHOLDERS OF GUARDIAN HOLDINGS LIMITEDThe accompanying summary consolidated financial statements, which comprise the summary consolidated statement of financial position as at December 31, 2014, and the summary consolidated statements of income, comprehensive income, changes in equity and cash flows for the year then ended, are derived from the audited financial statements of Guardian Holdings Limited and its subsidiaries (the “Group”) for the year ended December 31, 2014. We expressed an unmodified audit opinion on those consolidated financial statements in our report dated March 11, 2015.

The summary consolidated financial statements do not contain all the disclosures required by International Financial Reporting Standards. Reading the summary consolidated financial statements, therefore, is not a substitute for reading the audited financial statements of the Group.

MANAGEMENT’S RESPONSIBILITY FOR THE SUMMARY FINANCIAL STATEMENTSManagement is responsible for the preparation of a summary of the audited consolidated financial statements on the basis of their established criteria as described in Note 1.

AUDITORS’ RESPONSIBILITYOur responsibility is to express an opinion on the summary consolidated financial statements based on our procedures, which were conducted in accordance with International Standard on Auditing (ISA) 810, “Engagements to Report on Summary Financial Statements.”

OPINIONIn our opinion, the summary consolidated financial statements derived from the audited consolidated financial statements of the Group for the year ended December 31, 2014 are consistent, in all material respects, with those financial statements, on the basis of management’s established criteria as described in Note 1.

Port of Spain,TRINIDAD:March 11, 2015


48

ASSETS Property, plant and equipment 536,670 537,030 Investment properties 904,257 803,495 Intangible assets 399,292 396,233 Investment in associated companies 194,925 222,601 Financial assets 12,853,201 12,442,154 Financial assets of mutual fund unit holders 1,080,154 1,110,918 Loans and receivables 1,799,373 1,677,589 Properties for development and sale 170,887 360,321 Pension plan assets 87,750 91,267 Value of inforce life insurance business 1,046,314 924,743 Deferred tax assets 23,633 21,909 Reinsurance assets 695,642 710,674 Deferred acquisition costs 87,491 90,728 Taxation recoverable 152,874 157,815 Cash and cash equivalents 2,233,973 2,031,559 Cash and cash equivalents of mutual fund unit holders 105,714 157,972 Assets held for sale 204,776 320,396

Total assets 22,576,926 22,057,404 EQUITY AND LIABILITIES Share capital 2,038,936 2,041,882 Reserves (582,155) (396,473)Retained earnings 1,476,274 1,451,103

Equity attributable to owners of the parent 2,933,055 3,096,512 Non-controlling interests in subsidiaries 23,163 (200,184)

Total equity 2,956,218 2,896,328 LIABILITIES Insurance contracts 13,510,217 13,081,517 Financial liabilities 2,159,942 1,915,926 Investment contract liabilities 1,622,521 1,579,528 Third party interests in mutual funds 992,350 1,010,021 Pension plan liabilities 99,711 161,517 Post retirement medical benefit obligations 73,200 74,518 Deferred tax liabilities 215,308 229,783 Provision for taxation 48,900 72,232 Other liabilities 716,393 731,514 Liabilities related to assets held for sale 182,166 304,520

Total liabilities 19,620,708 19,161,076

Total equity and liabilities 22,576,926 22,057,404

On March 11, 2015 the Board of Directors of Guardian Holdings Limited authorised these financial statements for issue.

Director: ____________________ Director: ____________________

Consolidated Statement of Financial Position

2014 2013 $’000 $’000

Expressed in Trinidad & Tobago Dollars • as at December 31, 2014

49

Consolidated Statement of IncomeExpressed in Trinidad & Tobago Dollars • for the Year ended December 31, 2014

Insurance activities Insurance premium income 5,033,254 4,969,547 Insurance premium ceded to reinsurers (1,541,929) (1,492,655)Reinsurance commission income 195,662 187,103

3,686,987 3,663,995 Change in “Value of inforce life insurance business” 154,386 83,844

Net underwriting revenue 3,841,373 3,747,839

Policy acquisition expenses (623,607) (616,682)Net insurance benefits and claims (2,671,788) (2,550,584)

Underwriting expenses (3,295,395) (3,167,266)

Net result from insurance activities 545,978 580,573

Investing activitiesInvestment income 770,322 807,361 Net realised losses on financial instruments (742) (37,546)Net fair value gains/(losses) on financial instruments 63,268 (26,591)Fee income 98,619 82,236 Other income 64,902 104,792 Investment contract benefits (73,028) (72,362)

Net income from investing activities 923,341 857,890

Net income from all activities before fair value adjustment on Pointe Simon 1,469,319 1,438,463 Operating expenses (905,114) (917,850)Finance charges (130,441) (127,448)

Operating profit before fair value adjustment on Pointe Simon 433,764 393,165 Fair value adjustment on Pointe Simon – (457,092)Share of profit of associated companies 21,736 28,631

Profit/(loss) before taxation 455,500 (35,296)Taxation (90,815) (101,642)

Profit/(loss) after taxation 364,685 (136,938)Amount attributable to participating policyholders (2,093) (17,118)

Profit/(loss) from continuing operations 362,592 (154,056)Net gain on discontinued operations 25,653 24,304

Profit/(loss) for the year 388,245 (129,752)Loss attributable to non-controlling interests 12,271 175,321

Profit attributable to equity holders of the parent 400,516 45,569 Earnings per share- Basic $ 1.73 $ 0.20 - Basic - for continuing operations $ 1.62 $ 0.09

2014 2013 $’000 $’000


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Consolidated Statement of Comprehensive Income

2014 2013 $’000 $’000

Profit/(loss) for the year 388,245 (129,752)

Other comprehensive income/(loss) Items that may be reclassified subsequently to profit or loss: Exchange differences on translating foreign operations (215,264) (95,249)Other reserve movements – (14)Net other comprehensive loss that may be reclassified subsequently to profit or loss (215,264) (95,263)

Items that will not be reclassified subsequently to profit or loss: Gains on property revaluation 9,321 35,232 Remeasurement of pension plans 52,682 (41,759)Actuarial gains on post retirement medical benefit obligations 895 36,914 Other reserve movements (12,714) 2,986 Income tax (charge)/credit (3,943) 5,995

Net other comprehensive income that will not be reclassified subsequently to profit or loss 46,241 39,368

Other comprehensive loss for the year, net of tax (169,023) (55,895)

Total comprehensive income/(loss) for the year, net of tax 219,222 (185,647)Comprehensive (income)/loss attributable to non-controlling interests (17,147) 186,398

Comprehensive income attributable to equity holders of the parent 202,075 751

Expressed in Trinidad & Tobago Dollars • for the Year ended December 31, 2014

51

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52

2014 2013 $’000 $’000

Expressed in Trinidad & Tobago Dollars • for the Year ended December 31, 2014

Consolidated Statement of Cash Flows

Cash flows from operating activities Profit/(loss) before taxation from continuing operations 455,500 (35,296)Profit before taxation from discontinued operations 25,653 24,304 Adjustment for specific items included on the accruals basis: - Finance charges 130,441 127,448 - Investment income (771,331) (807,361)Adjustment for non-cash items 81,518 739,274 Interest received 721,278 814,234 Dividends received 46,431 35,580

Operating profit before changes in operating assets/liabilities 689,490 898,183 Net increase in insurance liabilities 452,050 448,019 Net increase in reinsurance assets 15,032 69,170 Net increase/(decrease) in investment contracts 46,732 (29,551)Purchase of financial assets (4,713,774) (6,746,899)Proceeds from sale of other financial assets 4,036,536 6,004,535 Purchase of/additions to investment properties (62,783) (61,608)Proceeds from sale of investment property 442 2,618 Net increase in loans and receivables (20,924) (107,503)Net increase in other operating assets/liabilities (53,185) (31,388)

Cash provided by operating activities 389,616 445,576 Interest paid (139,888) (144,720)Net taxation paid (133,665) (111,001)

Net cash provided by operating activities 116,063 189,855

Cash flows from investing activities Acquisition of subsidiary (17,294) (72,054)Purchase of non-controlling interests’ shares in subsidiaries (34,184) – Investment in associated company 2 – Proceeds on sale of associated companies – 2,955 Purchase of property, plant and equipment (52,572) (63,021)Proceeds on sale of property, plant and equipment 1,150 555 Loans granted to related parties – 162 Loan repayments received from related parties – (65)Purchase of intangible assets (4,162) (882)

Net cash used in investing activities (107,060) (132,350)

Cash flows from financing activities Proceeds from borrowings 299,386 241,636 Repayments of borrowings (50,772) (101,956)Dividends paid to equity holders of the parent (125,224) (120,586)Dividends paid to non-controlling interests (921) (1,197)Redemptions from mutual funds (302,313) (210,319)Subscriptions to mutual funds 332,713 272,611

Net cash provided by financing activities 152,869 80,189

Net increase in cash and cash equivalents 161,872 137,694

53

The summary consolidated financial statements are prepared in accordance with criteria developed by management. Under management’s established criteria, management discloses the consolidated statement of financial position, consolidated statement of income, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows. These summary financial statements are derived from the audited consolidated financial statements of Guardian Holdings Limited and its subsidiaries for the year ended December 31, 2014.

These summary consolidated financial statements have been prepared in accordance with the accounting policies set out in “Note 2” of the December 31, 2014 audited financial statements consistently applied from period to period. Any new Accounting Standards or interpretations which became effective in this financial year have had no material impact on the Group. The areas of critical accounting estimate and judgement as disclosed in “Note 3” of the December 31, 2014 audited financial statements, have also remained unchanged.

Note 1: Basis of Preparation


54

PROVIDING COVERAGETO MAKE YOU FEEL AT HOME

55

Management Proxy Circular

I. Name of Company: GUARDIAN HOLDINGS LIMITED

Company No. G - 967 (C)

II. Particulars of Meeting: Annual Meeting of the Company to be held at The Atrium, Guardian Corporate

Centre, 1 Guardian Drive, Westmoorings on Tuesday 11th May, 2015 at 4:30 in the afternoon.

III. Solicitation: It is intended to vote the proxy solicited hereby (unless the shareholder directs

otherwise) in favour of all resolutions specified therein.

IV. Any Director’s statement submitted pursuant to section 76 (2): No statement has been received from any Director pursuant to Section 76 (2) of the

Companies Act, Ch 81:01

V. Any auditor’s statement submitted pursuant to section 171 (1): No statement has been received from the Auditors of the Company pursuant to

Section 171 (1) of the Companies Act, Ch 81:01

VI. Any shareholder’s proposal submitted pursuant to sections 116 (a) and 117 (2):

No proposal has been received from any Shareholder pursuant to Sections 116 (a) and 117 (2) of the Companies Act, Ch 81:01

Date Name and Title SignatureMarch 11, 2015 Fé Lopez-Collymore

Corporate Secretary

PROVIDING COVERAGETO MAKE YOU FEEL AT HOME

REPUBLIC OF TRINIDAD AND TOBAGO

THE COMPANIES ACT. CH 81:01 [SECTION 144]


56

GET YOUR DREAMS OFF THE GROUND ...TALK TO US!

57

REPUBLIC OF TRINIDAD AND TOBAGO THE COMPANIES ACT 1995, [SECTION 143 (1)]

1. Name of Company: GUARDIAN HOLDINGS LIMITED Company No. G - 967 (C)

2. Particulars of Meeting: Annual Meeting of the Company to be held at 4:30 in the afternoon on Monday 11th May, 2015.

I/We (block capitals please) _______________________________________being Shareholder(s) in the above Company (or in the case of an owner whose shares are held in a Clearing Agency being authorised by the Clearing Agency to do so) appoint (s) the Chairman of the Meeting, or failing him, ______________________of ________________________________________________________________________

to be my/our Proxy to attend and vote for me/us on my/our behalf at the above meeting and any adjournment thereof as indicated below on the Resolutions to be proposed in the same manner, to the same extent and with the same powers as if I/we were present at the said meeting or such adjournment or adjournments thereof.

Please indicate with an “X” in the spaces below how you wish your Proxy to vote on the resolutions referred to. If no such indication is given the Proxy will exercise his discretion as to how he votes or whether he abstains from voting.RESOLUTION 1:BE IT RESOLVED THAT the Consolidated Financial Statements of the Company for the year ended December 31, 2014 and Reports of the Directors and the Auditors thereon be received and adopted.

RESOLUTION 2:2 (a) BE IT RESOLVED THAT Mr. Imtiaz Ahamad be and is hereby

re-elected a Director of the Company for a term expiring at the close of the third Annual Meeting of the Company following this appointment subject to the provisions of Regulation 4.5 of By-law No. 1; and

2 (b) BE IT RESOLVED THAT Mrs. Marianne Loner be and is hereby re-elected a Director of the Company for a term expiring at the close of the third Annual Meeting of the Company following this appointment subject to the provisions of Regulation 4.5 of By-law No. 1.

RESOLUTION 3:BE IT RESOLVED THAT Ernst & Young be reappointed as auditors of the Company and that the Directors be authorised to fix their remuneration for the ensuing year.

Signature(s): ______________________

Date: ____________________________

Form of Proxy

For Against

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FOR OFFICIAL USE ONLY:Folio Number ___________________

No. of Shares ___________________


Notes:1. If it is desired to appoint a proxy other than the Chairman of the Meeting, the necessary

deletion must be made and initialed and the name inserted in the space provided.

2. In the case of joint holders the signature of any holder is sufficient but the names of all joint holders should be stated.

3. If the appointor is a corporation this form must be under its common seal or under the hand of its attorney in fact.

Mail or deliver to: The Corporate Secretary

Guardian Holdings Limited

P.O. Box 88

1 Guardian Drive, Westmoorings, 110612

Trinidad

Live easyAs many of us would have experienced, living easy takes planning, determination, hard work, and a positive attitude.

We at Guardian Group go the extra mile so our stake-holders can live a little easier. For us, to live easy is to live secure and our Life and Health insurance products are perfectly designed for that purpose. To live easy is to live safe, that’s why we provide insurance for your home, car, business, travel, marine and so much more. With a secure retirement plan and fund, our clients can be assured of a comfortable future, as you live long – the essence of living easy. But perhaps the most important ingredient in living easy, is living well, that is, a healthy, active and balanced lifestyle, and that is why our corporate social responsibility focus is on promoting health and wellness among all the communities that we serve, across the Caribbean.

It is only by coming together that we can all live easier, and be the Guardians of each other’s tomorrows.

The strength of One Group, One Team, with One Vision: that is the Guardian promise.

SUMMARY FINANCIALS 2014 AND NOTICE OF ANNUAL...

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