. UGANDA REINSURANCE COMPANY LIMITED FINANCE AND ADMINISTRATION MANUAL Contents page Definitions..................................................................................................................................................... 3 Application and Implementation................................................................................................................... 4 Financial Year ............................................................................................................................................... 4 Budget and Budgetary control ...................................................................................................................... 4 Investment Policy.......................................................................................................................................... 4 Accounting policies and Computation of Investment values ........................................................................ 4 Treasury Bonds ............................................................................................................................................. 6 Procedures for Receipts ................................................................................................................................ 8 Payments and Operation of Bank Accounts ................................................................................................ 9 Tenders.......................................................................................................................................................... 9 Acquisition of Goods and Services ............................................................................................................. 10 Acquisition and Disposal of Assets ............................................................................................................ 13 Provision for Doubtful Debt Policy ............................................................................................................ 13 Mail ............................................................................................................................................................. 13 Telephone and Reception Services ............................................................................................................. 13 Company Stationary.................................................................................................................................... 13 Security ....................................................................................................................................................... 14 Use of Company’s assets ............................................................................................................................ 14 Financial protocol (underwriting) ............................................................................................................... 14 Guidelines for Project Management ........................................................................................................... 17 2 INTRODUCTION The purpose of the controls and procedures in this manual is to guide to guide the Company for the purpose of planning, control and directing the company’s operations. These regulations and procedures are adhered to at all times and may be amended from time to time, subject to approval by the board. 1. DEFINITIONS 1.1. For the purpose of these Regulations:(a) “Company” shall mean the Uganda Reinsurance Company limited. (b) “Board” shall mean the Board of Directors of the Company. (c) “Funds” shall mean funds owned by the Company or kept under its custody. (d) “Short-term investments” shall mean funds invested by the company in any financial security whose maturity does not exceed one year or any such security whose maturity exceeds one year but is held with a positive intent to sell within three years. (e) “Long-term investments” shall mean investment by the company in any financial security whose maturity exceeds one year with positive intent and ability to hold such security to maturity or where funds are invested in any asset intended to be available for sale after three years. (f) “Budget” shall mean the Company’s i. Revenue/Expenditure budget. ii. Underwriting budget. iii. Other special budgets iv. Investment budget. v. Capital expenditure budget. (g) “CEO/PO” shall mean the Chief Executive Officer/Principal Officer. “HFO” shall mean the Head, Financial Operations “CS” shall mean the Company Secretary. “HTO” shall mean the Head, Technical Operations. “Manco” shall mean the Management Committee comprising Heads of Departments and Chief Executive Officer/Principal Officer). 3 2. APPLICATION AND IMPLEMENTATION 2.1. These regulations shall govern the financial administration of the Company. Any amendment to these regulations shall require prior approval of the Board. 2.2. The CEO/PO and the HFO shall make and enforce such financial rules within these regulations. 3. FINANCIAL YEAR 3.1. The financial year of the company shall begin on the 1st January and end on 31stDecember of each year. 4. BUDGETS AND BUDGETORY CONTROL 4.1. The CEO/PO shall submit the budget to the Board for approval in accordance with the Board plan. 4.2. The appropriations made in the budget approved by the Board shall constitute an authorization for the management to enter into obligations and make payments for the purpose. 4.3. The Company may by administrative instruction lay down rules, guidelines and limits within which members of the Management may authorize expenditure. 4.4. The CEO/PO and the HFO shall closely monitor the approved Budget to ensure proper implementation and compliance. Quarterly status report will therefore be presented to the Board for budgetary control purposes. 4.5. A three-year Business Plan, prepared on a rolling basis, will be presented to the Board annually. 5.0 INVESTMENT POLICY Reference shall be made to the separately approved investment policy in place 6. ACCOUNTING POLICIES AND COMPUTATION OF INVESTMENT VALUES 6.1. The Company’s financial assets are initially measured at their acquisition cost plus the transaction costs that are directly attributed to their acquisition. 4 Depreciation is recognized in the statement of comprehensive income on a straight line basis over the useful life of each part of an item of property, plant and equipment. Land is not depreciated. The company depreciates its fixed assets at the following rates:Motor vehicles Computer equipment Furniture, fittings and equipment 25% 33.3% 12.5% The Company charges full year depreciation in the year of acquisition and disposal of the assets 6.2. The Company’s accounting treatment of financial assets subsequent to initial recognition depends on how they are classified. 6.3. The Company classifies its investment into the following categories: 6.3.1. Held-for trading financial assets A financial asset is classified as held-for-trading if it is acquired principally for the purpose of selling in the short term or if it forms part of a portfolio of financial assets in which there is evidence of short term profit-taking. The financial asset is marked to fair value with all realized and unrealized gains and losses passing through the income statement. Quoted shares are included in this category. 6.3.2. Held-to-maturity financial assets Debt securities that the Company has the positive intent and ability to hold to maturity and that have fixed or determinable payment are classified in this category and are reported at amortized cost using the effective interest rate method. The effective yield or yield to maturity brings the asset’s value to its face value on the date of maturity. The impact of temporary fluctuations in fair value of the debt securities is not reflected in the Company’s financial statements. Government securities (excluding treasury bonds classified as available-for-sale) and deposits with approved banks/financial institutions are included in this category. 6.3.3. Loan and receivables Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market other than those that the company intends to sell in the short term or that it has designated as at fair value through income or available-for sale. Loans and receivables include staff loans and mortgage loans, are held at amortized cost using the effective interest rate method. 5 6.3.4. Available-for-financial assets Debt and equity securities classified in this category are those that are acquired with the intent of being sold to address liquidity and other needs of the Company. Available-for-sale financial assets are marked to fair value, with unrealized gains and losses shown in equity net of tax until disposal or impairment. Upon disposal or impairment all previous unrealized gains and losses are carried through the income statement. 6.4. A financial asset includes cash at hand, deposits at the central and other banks, bills securities, loans & advances and derivatives. 6.5. A financial asset is de-recognized when the company’s contractual rights to receive the asset’s cash flows expire; the company transfers the risks and rewards of the asset or when the company transfers control of the assets. 6.6. The fair values of quoted investments are based on the current bid prices. If the market for a financial asset is not active, the Company establishes fair value by using valuation techniques which include the use of recent arm’s length transactions, reference to other instruments that are substantially the same and discounted cash flow analysis. 6.7. Dividends, interest, and realized gains and losses are recognized and recorded in the period they occur. The Company’s computation of mark-to-market investment return includes unrealized gains and losses. 6.8. Unrealized gains and losses are tracked through the use of market value adjustment, which is the difference between the fair market value of the investment, and its carrying value on a given date. Unrealized gains and losses are reflected in changes in the market value adjustment from one date to another. 7. Treasury Bonds 7.1. The initial carrying amount is the amount paid to acquire the bond (present value of the coupons expected to be received over the life of the bond and the face value of the bond discounted at the market rate), and not necessarily the face value of the bond. 7.2. The effective interest rate on the bond is the yield to maturity (not the coupon rate) at the time of the bond’s issuance and interest income is that yield multiplied by the bond carrying amount at a particular point in time. 7.3. The coupon rate and face value of the bond determine the actual cash flows to be received from the bond investment. 6 7.4. Total interest income expected over the life of the bond is equal to the summation of the undiscounted coupons expected to be received from the bond investment and the face values less the amount paid out at the bond’s issuance date (present value of the coupons expected to be received over the life of the bond and the face value of the bond discounted at the market rate). 7.5. The carrying amount over time is a function of the initial carrying amount and the relationship of periodic interest income to the actual cash flows received and is equal to the present value of the remaining receipt, discounted at the yield in effect at the time of the issuance of the bond. 7.6. Treasury Bonds issued at par When the yield to maturity equals the coupon rate, the bond is issued at par; that is, the amount paid to acquire the bond equals the face value of the bond. In this case, the initial carrying amount equals the face value since the bond has been issued at a yield to maturity which is equal to the coupon rate. Periodic interest income equals the periodic cash receipt and there will be no discount or premium to be amortized over the bond’s life. The carrying amount of the bond will remain constant throughout the bond’s life. 7.7. Treasury Bonds issued at a premium When the yield to maturity is less than the coupon rate, the Company is willing to pay a premium above the face value of the bond. Because the yield maturity is less than the coupon rate, the Company will pay more to obtain the higher coupon amounts attached to the bonds. The total premium at the time of issuance will be capitalized and amortized over the life of the bond. The book value of the bond will converge to the bond’s par or face value upon its maturity rate. The interest income will be lower than the coupon received. The amortization of the bonds premium will serve to reduce the interest income that is reported in the income statement. The interest income will equal the coupon received less the premium amortization. 7 7.8. Treasury Bonds issued at a discount When the yield to maturity exceeds the coupon rate, the Company is unwilling to pay the face value of the bond. The total discount at the time of issuance will be recognized in the liability side of the balance sheet and amortized towards zero over the bonds life. The book value of the bond will converge to the bond’s par or face values upon maturity date. The interest income will be higher than the coupons received. The amortization of the bond’s discount will serve to increase the interest income that is reported in the income statement. The interest income will equal the coupon received plus the discount amortization. 7.9. Treasury Bonds issued with a zero coupon Since they have no periodic coupon receipt, they are recognized in the books at a deep discount to the par or face value of the bond. The Company amortizes the discount over the bond’s life and this will serve to increase the interest income that is reported in the income statement. The interest income will equal the discount amortization. 8. PROCEDURE FOR RECEIPTS The following procedures and controls will be effected for money received by the Company. 8.1. A Company acknowledgement must be issued for all cash, cheques and telegraphic transfers received. 8.2. All cash and cheques received must be banked intact in the Company’s bank accounts on the same day or the following working day. 8 9. PAYMENTS AND OPERATION OF BANK ACCOUNTS The user department shall certify that goods or services have been received or rendered to the division’s satisfaction and attach the Goods Received Note. The HFO shall authorize the disbursement of funds after all the necessary documents are received and verified. 9.1. CHEQUE PAYMENTS This shall be in accordance with the Board’s approved Bank mandate. 9.2. CASH PAYMENTS The Company shall maintain a cash float for small items of expenditure. The operation of float will be as follows:9.2.1. The amount of float will be Ugsh. 2,000,000/= and will be reviewed by Management from time to time. Petty requisitions for amounts less than Ugx 100,000 will be approved by the Head, Financial operations and those above Ugx 100,000 shall be approved by the CEO/Principal Officer. 9.2.2. The user department will request for cash in writing stating the purpose for which it is required. This request will be approved by the HFO or the CEO/PO and the money issued on anI.O.U basis. 9.2.3. Cash issued will be accounted for by way of original receipts and invoices. The head of the division using goods or services will countersign the receipts for approval. All invoices and receipts shall be stamped “PAID”. Request for reimbursement of petty cash will be made to the HFO accompanied by the expenditure receipts which are duly approved, a summary of expenses paid and cash at hand. 9.2.4. A petty cash register will be maintained. 10. TENDERS 10.1. All tenders will be handled by the Management Committee. The main objective is to obtain supplies of goods and services at the lowest costs without compromising on quality in an accountable and transparent manner. 10.2. The Management Committee will make decisions for supplies based on quality, costs, and reliability of the supplies. The committee will therefore not be bound to approve bids only on the basis of lowest costs. 9 10.3. The HFO and the responsible head of Department will source items from the supplies approved by the tender committee. However, if the items are not obtainable from the approved suppliers, then they can obtain at least two quotations from other suppliers. 10.4. The Management Committee will be responsible for the acquisition/disposal of any item with value/historical cost of up to US$ 5,000. Any item with a value in excess of US$ 5,000 will require the approval of the Board (see also item 12.3 below). 11. ACQUISITION OF GOODS AND SERVICES 11.1. The user division will advise the Head, Financial Operations of goods or services which are required by raising a requisition note, for approval. 11.2. The responsible head of department and the Head, Financial Operations will source at least two quotations from suppliers for the purchase of items in excess of Ugsh. 1,500,000 11.3. The requisition note and the quotations will be checked by the Head, Financial Operations to ascertain whether there is budgetary provision. 11.4. The supported requisitions shall be approved by the HFO and the Principal Officer. However, requisitions for routine purchases below Ugsh 150,000,000 shall be approved by the Head, Financial operations. 11.5. Local Purchase Orders shall be raised against approved requisitions. The LPOs should be issued before and not after the goods or services are supplied. 11.6. In the case where the cost of an item cannot be established beforehand, payment will be made against the supplier’s invoice but a confirmation LPO will be issued accordingly. 11.7. For the time being, in view of the size of the Company, purchase of goods must be based on short term requirements for immediate use. 12. ACQUISITION AND DISPOSAL OF FIXED ASSETS 12.1. Acquisition Acquisition of company assets provided for in the annual budget shall be in accordance with the authority limits described above. At least three competitive quotations will be sought from reputable suppliers. Where valuation is deemed necessary, professional valuers will be requested to present a valuation for the asset and this value will be the maximum that the Company shall pay. 10 12.2. Capitalization The Company will maintain a register of all Company assets which will be updated with acquisition of new assets and disposal of old assets. Only assets which cost in excess of Ugsh. 1,500,000/= and supported by invoices and/or receipts will be capitalized and entered in the fixed assets register. 12.3. Disposal of Fixed Assets 12.3.1. Disposal of Company assets will be undertaken when necessary. Items whose book value is zero or whose retention means more costs than value, may be set aside for disposal. 12.3.2. A thorough analysis of all item earmarked for disposal for disposal will be prepared by the Finance & Administration department. The following information will be captured: • A clear description of the stock items • Quantity of items to be disposed • Any identification details e.g. serial number • Book value of item • Reason for disposal 12.3.2.1. Management shall approve disposal of the Company’s fixed assets where the historical cost is not more than US$ 5,000. Over and above this limit, approval of the Board of Directors is required.. 12.3.2.2. Purchasers will be allowed a specific day for viewing, after which sealed bids, appropriately labeled, will be dropped in the Tender Box. The successful bidder will be that bidder whose bids is found to be the most competitive when bids are opened, subject to a reserve price based on values advised by dealers/valuers or any person with expertise as may be considered appropriate. Where there is a tie in bids, those bidders will be requested to submit new bids, until the highest bidder is determined. All items dispose through staff purchases will be removed from Company premises as soon as possible as will be determined by Management. An official gate pass will be issued from Finance and. Administration department, without which no items may be removed from the premises. 11 13. PROVISION FOR DOUBTFUL DEBTS POLICY Provision for doubtful debts will be made on specific delinquent debtors that have been placed under receivership, administration or statutory management, or have discounted operations due to insolvency, operational difficulties or otherwise, or are unlikely to settle outstanding amounts owing for over one year, unless Management have reason(s) to believe that such debts are recoverable. Bad debts write-offs will be subject to approval by the Board. 14. MAIL 14.1. Incoming mail 14.1.1. Mail will be collected by the messenger as may be necessary but atleast three times a week from the post office 14.1.2. The Receptionist/Office administrator will receive and open all incoming mail from the messenger, and stamp (with date) them as having been received using the Company stamp for the purpose. 14.1.3. The Receptionist/Office administrator will sort the mail by department then forward all of them to the CEO/PO before they are given to the respective heads of departments for distribution after signing them. 14.1.4. All incoming mail must be distributed on the same day if they are received in the morning or not later than the following morning for those received in the late afternoon. 14.2. Outgoing mail 14.2.1. Outgoing mail will be taken to the post office and the various dropping points on a daily basis. 14.2.2. All outgoing mail must be registered in the relevant registers reflecting the intended mode of delivery, namely hand delivery, courier service delivery, registered mail and normal postage. 14.2.3. Depending on the urgency and deadlines, if any, certain mail may also be sent by fax or e-mail. 12 15. MESSENGER SERVICES The Company will have a messenger/motor cyclist allocated a motor cycle to handle all the messenger services. The messenger will not undertake unofficial errands unless authorized by Head, Financial Operations/CEO/PO and any such service may be handled by the HR officer on the basis of merit. However, urgent official matters will be given priority. 16. TELEPHONE & RECEPTION SERVICES The Receptionist/office administrator will be in charge of the PABX system and will assist in receiving all incoming and outgoing call through the switchboard and a register maintained (manual or electronic) of all international/mobile calls made All extensions will have dialing facilities for Uganda only and external dialing facilities outside Kampala will be available to the CEO/PO and Receptionist/office administrator. Further, selected staff, depending on the job function, may be allowed international dialing facility via VOIP only. A telephone monitoring system is installed for the purpose of printing a listing of telephone calls made by extension and personal code number so as to identify callers, places called and duration of the call. The cost of unauthorized calls considered unofficial will be recoverable from the callers. 17. COMPANY STATIONERY All official communication must be on the Company’s official stationery in a standard typeface and font. All Company letterheads will have the logo at the top right hand corner. The Company’s registered full name, physical and postal address, telephone and fax number and e-mail and website addresses will be at the bottom left hand corner, while the Directors will be shown at the bottom right hand corner. Only one format of the approved letterhead will be used by all departments. Business cards will be issued to positions which justify the need for such cards, as considered by Management. The format of all the business cards must be the same. 13 All Company envelopes will have the Company’s logo with the name “UGANDA RE” and postal address printed at the front bottom left hand side. The full name of the Company shall appear on the envelopes. 18. SECURITY All company property should not leave the office without proper authorization by Head, Financial Operations. The property leaving the office should be recorded in a register maintained by the Head, Financial Operations 19. USE OF COMPANY’S ASSETS The company’s assets such as motor vehicles will be solely used for business purposes. The Company will take care of all fuel and maintenance expenses of the company motor vehicles. 20. FINANCIAL PROTOCOL (UNDERWRITING) INTRODUCTION A financial protocol to clarify and clearly define transactions in our financials are recorded below. Pipeline Premiums An estimate of the outstanding premiums due to us for a specified financial period. Written Premiums Actual Premiums (excluding any portfolio premiums) plus “pipeline premiums” Gross Premium Written Premiums (which includes pipeline premiums) plus Premium portfolio Entries minus Premium Portfolio Withdraws. Retrocession Premium The total of all premiums payable to retrocessionaires. Net Written Premiums Written Premiums minus Retrocession Premium. Net Earned Premiums Net Premiums plus Net Unearned Premium Reserve brought forward minus Net Unearned Premium Reserve carried forward. 14 Net Commissions Gross Commission minus Retrocession Commissions. Unearned Premium Reserve (UPR) The proportion of written premium which is estimated to be earned in the following year. Gross and Net UPR are determined using Gross and Net values as applicable. Net UPR is Gross minus Retrocession UPR Pipeline Claims Paid An estimate of the claim still to be paid in any given financial year. Retrocession Claims All claims recoveries due to us from our retrocessions. Gross Claims Paid Gross Claims paid minus Gross Portfolio Loss Entry plus Gross Portfolio Loss Withdrawal. Net Claims Paid Gross Claims Paid minus Retrocession Claims Outstanding Claims Outstanding claims comprise a provision by the company of its estimated cost of settling all reported but unpaid claims as at the balance sheet date. This figure for outstanding claims is determined by the company’s Actuaries using data provided by the Company. The Company will also determine an estimate of the outstanding claims and compare/ ratify this with the amount determined by the Actuaries. The Actuary gives the estimate of outstanding claim by class of business only. The figures provided by the Actuary include provision for Incurred But Not Reported loss (IBNR) and the Company should ensure that there is minimum IBNR amount is not below 15% of the outstanding claims.. The Actuary gives the Gross figure only and the Company determines the amount recoverable from the retrocessionaires depending on the current Retrocession programme in place. Outstanding claims provision should take into consideration Portfolio Loss Withdrawals already accounted for in the 4th Quarter, i.e. no double provision to be made. Net Claim Incurred Net Claim Paid plus Net Outstanding Claim carried forward minus Net Outstanding Claim brought forward plus Net Loss Portfolio Withdrawal minus Net Loss Portfolio Entry. 15 Commission Payable This is the total commissions payable by us to our cedents. Commission Payable = Commission plus Reinsurance Brokerage plus profit Commission. Commission Receivable This is the total of all commissions recoverable by us from our retrocessionaires. Commission Receivable = Commission plus Overriders plus profit Commission plus Reinsurance Brokerage. Taxes and other charges Taxes and other charges are booked separately from Commissions. Interest on Reserves Interest on Reserves is booked as Other Income under Investment Income. 2.0. PIPELINE PREMIUM Pipeline Premium = Premiums due to us in any given financial period not yet received/ booked by us. 2.1. Proportional Treaties Pipeline Premium to be booked in any given financial period is obtained by subtracting the total premium booked from the cedents’ Estimated Premium Income (EPI) per treaty. Portfolio Premiums are not to be taken into account when determining the Pipeline Premiums provisions. In cases where the cedent submitted revised EPI for the year, these figures are to be used instead of the initial EPI figures advised at the beginning of the year. In some cases even after revising the EPI figures the pipeline premium arrived at may be negative or unusually high. In such cases an average of premium booked to date is used to extrapolate the pipeline premium. The company’s actuaries also determine the 4th quarter pipeline premium by the Company using data provided by the company and their figures are then compared / ratified to/ against ours. The Company determines the Retrocession pipeline premium depending on the current Retro programme in place. The pipeline premium will be compared to the actual premiums (excluding any portfolio premiums) on a continuous basis and variances reported monthly on Management. 2.2. Non- Proportional 16 Minimum Deposit Premiums due and not yet booked as at the balance sheet date are to be provided for as pipeline premium. No provisions are made for Premium Adjustment relating to Non Proportional business at year-end. 2.3. Facultative Pipeline premium are provided for facultative where the risks attach at year end and the closings are still pending. 3.0. PIPELINE CLAIMS PAID The pipeline claims paid is determined by the company’s Actuaries. The Company will also determine an estimate of the pipeline claims paid by using the current year loss ratio statistics provided by cedents at renewal. This loss ratio is to be adjusted for any known reported large loss(s). This adjusted loss ratio forms the basis of determining the net claims paid provision as at year-end. Our estimate of the claims paid will be compared and ratified with the values determined by the Actuaries. 4.0. COMMISSIONS Once the pipeline premium has been worked out, the commission and Reinsurance Brokerage provided for is based on the actual commission and Reinsurance Brokerage percentage as booked by us at the close of the period. 5.0. REVERSAL OF PROJECTIONS The Balance sheet Pipeline estimates will be reversed during the first quarter of the following year. 6.0. MANAGEMENT EXPENSES The management expenses will be apportioned between the Revenue account and investment Income. The apportionment shall be 85% to the Revenue account and 15% to the Investment income. This basis and percentages will be reviewed by management from time to time. The allocation of management expenses between our General and Life business will be appointed in the ratio between the gross premiums of General Life business respectively. 7.0. BAD DEBTS A provision for doubtful debtors in respect of debts in excess of 365 days will be made unless considered recoverable. Management will also write off any debts considered not recoverable, subject to Board approval. 17 21. GUIDELINES FOR PROJECT MANAGEMENT It is appreciated that projects are unique and therefore no single policy will effectively cover all projects. However, each project should have a charter specific to that project that must include the following: 1. Project background 2. Project objectives 3. Project justification 4. Project scope 5. Project budget 6. Company tendering and procurement procedures 7. Implementation methodology 8. Project schedule/timetable 9. Project constraints 10. Project quality control 11. Project risk management 12. Project organization and structure i. This will include project team and TOR ii. As a minimum, will include relevant professionals in the particular area (i.e. Architects, Quality Surveyors, etc.). 13. Project approval The project shall be approved by the Board 14. Reporting The project team shall prepare regular progress reports for approval by the Board or by the Finance Committee on behalf of the Board that will contain the following: i. Work completed to date ii. Schedule of work not completed iii. Variance details and actions required iv. Schedule of work to be carried out during the next period and resources request v. Any proposed changes to the plan. 15. Documentation The project manager shall maintain a project file containing all project documentation and communications. This will be available to all project members. 16. Project agreement The project document should be signed by representatives from both the vendor and the Company and witnessed thereof. 18 19