2025 Report & Accounts

Chairman's Statement

Introduction

2025 is likely to be remembered as a momentous year in the history of Thomas Miller. The proposed merger between our two biggest managed mutuals, the potential involvement of other Clubs, and the integration of Thomas Miller is an exciting undertaking and will, if approved by the respective Club Members and shareholders, create a market leading mutual insurance company.

Against this backdrop, I am pleased to report to shareholders Thomas Miller performed well in the year. Our managed Club businesses taken together delivered excellent levels of profitability, and while TT’s performance was the standout result, incentive awards for nearly all the managed businesses were as high as they have been. The owned businesses continue to develop, and leaving aside Navata, a business in transition, the Board’s target for these businesses to be profitable and, where appropriate, supportive of the mutual core, is within sight. Hugh provides more detail on the performance of individual businesses in his report.

Strategic Direction

As I reported to you last year the Board agreed a new vision for the group in 2024. To remind you, this places our mutual management businesses at the centre of our focus, recognising their fundamental importance to the future of the Group. That this was the right vision for the Group is evidenced by the P&I and TT Clubs’ actions in the year. The mutual management businesses are supported and augmented by our owned businesses which are intended to enhance the services we offer to the Clubs and generate additional returns for our shareholders. Further progress has been made in the year in developing our owned businesses and this part of our business looks increasingly likely to perform profitably and in line with expectations.

The proposed purchase of Thomas Miller by the UK P&I Club and TT Club is, of course, the primary focus of the Board at present. Negotiations are advancing, with the aim of agreeing the terms of a formal offer to be put before shareholders for agreement. Shareholders will be kept advised of developments.

Governance

The role of the Board and its Committees is extremely important during periods of significant change. Throughout 2025, the Board has been actively engaged in overseeing the overall performance of the Group. Alongside this ongoing responsibility, the Board has also focussed attention in supporting the work of the P&I and TT Club management teams in preparing their merger. In the more recent past, it has engaged with both Clubs regarding the prospective acquisition of Thomas Miller. Shareholders can expect to hear more from the Board on these matters as 2026 progresses and in practice, you are likely to have received additional updates by the time these Financial Statements are published.

A particular area of focus for the Board and the Audit and Risk Committee has been the arrangements in place to protect the Group from the potentially severe consequences of a successful cyber‑attack. This is a constantly developing risk area, and one very much in the focus of both regulators all around the world, and the Boards of the businesses we manage.

We have strong protections in place but cannot be complacent and our approach to managing this risk continues to evolve as the threat landscape develops.

In recent years, Thomas Miller’s management activity on behalf of the managed mutuals has been impacted by regulatory requirements on those providing outsourced services to regulated entities. The Audit & Risk Committee has been active in ensuring the required standards are being achieved.

Regulators have also become more focussed on the culture and behaviours in financial services companies. Whilst no one can be complacent, shareholders can draw comfort that the Thomas Miller culture and values are very much in line with those recommended for well‑run companies.

Last year I mentioned the Board would be reviewing its governance. The extent of this review was somewhat curtailed in light of the proposed P&I and TT merger. As planned James Quin, one of the two independent NEDs on the Board was appointed Chairman of the Audit & Risk Committee in July 2025. Bob Cowdell stood down from this role and the intention was for him to continue as Chairman of the Remuneration and Nominations Committee (RNC) although Bob stepped down from the Board on 26 February 2026 for personal reasons. Bob joined the Board in 2015, and I would like to express our appreciation for his counsel and guidance in his 11 years.

As planned, upon stepping back from my full time executive role at TT, I joined both the Audit & Risk Committee (from 1 September) and the RNC (from 1 December). Pending the outcome of the proposed merger and acquisition of Thomas Miller, the Board intends to maintain the current governance arrangements.

Culture, People and Values

There is much happening across the world to distract us, not only in our working lives. Established norms are being challenged and structures we have long taken for granted are under pressure. In the workplace, global events continue to have an impact, particularly for colleagues in our international businesses, adding levels of complexity to already complicated environments. I am grateful to all employees, wherever they are based for their continued hard work and commitment

The values of our people are also reflected in their commitment to supporting good causes. We are now in the third year of our partnership with St Mungo’s and to date employees have raised £54,610 and are aiming for a target of £75,00 by the end of 2026. With employee involvement, we will identify a new charity partner for 2027. Across all our offices, colleagues continue to make a positive difference through their engagement with local communities.

The DEI Forum has been active in the year supporting and educating employees on three important issues. In 2025, the focus has been on neurodiversity in the workplace, Women’s health and support for employees with caring responsibilities.

The year ahead will be an important one for Thomas Miller and its various businesses. The Board is very conscious that many of our shareholders experience the business not only through governance and performance, but through their daily work. Change inevitably brings uncertainty and we are committed to ensuring that decisions are taken with the long term interests of the business, its people and its managed mutuals firmly in mind. I would like to thank colleagues across the Group for their continued dedication and resilience as we work carefully towards the next phase of Thomas Miller’s development.

Charles Fenton
Chairman