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Company Registration Number: C 5553
MAPFRE MIDDLESEA p.l.c.
Annual Report
31 December 2024
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
Contents
Page
Page
Remuneration Statement and Report of the
  Remuneration Committee to the Shareholders
24.    Insurance contract assets, insurance contract     
            liabilities, reinsurance contract assets and       
            reinsurance contract liabilities
24.1  Composition of statement of financial
            position
24.2  Short-term insurance contracts under PAA
            model
  2.9    Financial instruments
  2.10  Insurance and investment contracts issued
              and reinsurance contracts held
  24.6 Long term contracts - inputs assumptions
              and estimation techniques
26.    Trade and other receivables
i
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
Chairman’s Statement
Last year I said that I felt an obligation to become more succinct in my report looking into the
key messages from the financial year ended 31 December 2024, with the report of the
President & Chief Executive Officer which follows and the full Annual Report delving into
the details of the operations. As reported last year the adopted International Financial
Reporting Standard (IFRS) 17 has now been entrenched in the Group’s processes achieving
stability in the ongoing reporting.
Results
The Group results comprise of MAPFRE Middlesea p.l.c. (“MAPFRE Middlesea”, “MMS”
or “Company”), which is principally a General Insurance company (writing mainly Motor,
Health, Home, Travel, Hull and others (including a small element of Group Life). MAPFRE
Middlesea also has a 50% interest in MAPFRE MSV Life p.l.c. (“MAPFRE MSV Life”,
“MMSV”), which is a Life and Savings Investment company – the other 50% being owned
by our partner Bank of Valletta p.l.c.. Other Group companies include the subsidiary BEE
Insurance Management Limited and the associate Middlesea Assist Limited. whose positive
results, though not material, contribute to these financial statements.
Both MMS and MMSV have delivered a satisfactory result exceeding set targets delivering to
the Group an improved result on the already significant 2023 result. The Group’s €24.8
million profit before tax represents a healthy pre-tax return on equity of 14.0% marginally
lower than the previous year 14.6% as the Group, particularly MAPFRE MSV Life continued
to strengthen its balance sheet to consolidate further their Solvency position for the benefit of
policyholders and shareholders alike.
Dividends
MAPFRE Middlesea is declaring a net dividend of €4.8 million (2023 €4.5 million) out of
the net attributable profit after tax of €7.1 million. This translates into a net dividend per
share of €0.052174. The dividends received from MAPFRE MSV Life may be seen as low in
comparison to its profit (€1.0 million for FY 2023 and none for FY2022 compared to profits
after tax of €9.6 million and €2.1 million respectively, of which MAPFRE Middlesea would
be entitled to 50%). The retaining of profits by MAPFRE MSV Life maintains a good level
of liquidity and solvency which is required for the capital guarantee provided on the with
profits investment fund. The funds are retained at MAPFRE MSV Life and form part of the
shareholders' funds.
Corporate Social Responsibility
In 2024, MAPFRE Malta successfully achieved its CSR goals by partnering with various
entities to organize numerous activities, including food and blood donations, environmental
initiatives, and contributions to several charitable organizations and NGOs. Among the
beneficiaries were Caritas, Hospice, Puttinu Cares, Dar Bjorn, Dar il-Kaptan, and YMCA.
ii
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
Chairman’s Statement - continued
Corporate Social Responsibility - continued
Fundación MAPFRE allocated over €150,000 for projects in Malta, covering areas such as
road safety awareness, health campaigns, and social actions. The Foundation also continued
its collaboration with Caritas Malta, supporting the Adventure Therapy Cycling Project,
which provides therapeutic outdoor activities for adolescents dealing with substance abuse
issues. Throughout 2024, Fundación MAPFRE maintained its efforts to promote road safety
by educating young adults and the general public. In addition to its ongoing campaign with
Malta Public Transport, the Ministry of Education, and the Road Safety Council, Fundación
MAPFRE partnered with Doctors for Road Safety (D4RS) to address this critical national
issue.
Governance
You will read elsewhere in this report that the Board meets regularly and is supported by
board committees for Risk and Compliance, Audit, and Remuneration. This allows the board
to set strategy, challenge management, and ensure adherence with the highest standards of the
group, relevant regulation and best practice.
We maintain an open and transparent relationship with the Malta Financial Services
Authority, our regulator, and we strive to be best in class when navigating the welter of
regulation which has come our way in recent years. On the near horizon we continue to see
various updated or new regulations which will continue to take up resources and effort, and
of course add costs to our operation.
Distribution
The Group remains committed to maintaining the highest standards of service to its ultimate
customers, through its staff, as well as through its Tied Insurance Intermediaries, its agents
and brokers.
The MAPFRE Middlesea business model is somewhat different from our competitors, as we
rely on 6 agents, over 60 Tied Insurance Intermediaries and Brokers to bring in the bulk of
our insurance premium. Only 9% of our business is written directly by us.
It is our business to not only provide cover to the insured, but also to provide the products,
correct pricing and technical support to our intermediaries. IT has proved the bug bear of
progress and yet again this year I need to report that we have not achieved the goals we have
set ourselves, albeit progress has been achieved. We are now at a critical point in the digital
transformation of the Company and we look to our distributors to take this final effort with us
before we reach the sunny uplands of this transformation in the coming months.
With MAPFRE MSV Life, Bank of Valletta remains by far the single largest producer for the
company, for term assurance as well as investment products. The bank has proved to be an
excellent partner, as well as shareholder in the group. I cannot emphasise the importance of
the Bank to the Malta group, which has in no small way contributed to the results reported
here. This is a partnership which has stood the test of time and has delivered results for
customers and shareholders alike.
iii
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
Chairman’s Statement - continued
Directors and shareholders
MAPFRE Middlesea p.l.c. is a listed entity regulated by the Malta Financial Services
Authority. It is a subsidiary of MAPFRE Internacional S.A.. Being part of one of the largest
insurance companies in the world allows us to access technical know how and expertise
which is at the cutting edge of the industry. It has allowed us to develop the business to the
latest standards by providing relevant support in all sectors. MAPFRE Internacional S.A. has
a shareholding of 55.83% in the Company.
Bank of Valletta p.l.c. is the other major institutional shareholder with 31.08% of the
shareholding and is a 50% co-shareholder in MAPFRE MSV Life p.l.c.. The bank has proved
to be a steady partner throughout the years, providing not only input and insight at board
level and the relationship remains strong. 13.09% of the shareholding in MAPFRE Middlesea
is held by the so-called smaller shareholders, of which we have some 3,700.
I have the privilege to work with a dedicated board of professionals who have provided
direction and support to the Company’s executives. The Board comprised of Eduardo Perez
de Lema, CEO International Insurance at MAPFRE S.A., Jose Luis Jimenes, Jose Maria del
Pozo, and Etienne Sciberras, who represented the MAPFRE shareholding. Gordon Cordina,
who is the chair at Bank of Valletta, and Godfrey Swain were appointed by Bank of Valletta.
The smaller shareholders elected Antoinette Caruana and Paul Testaferrata Moroni Viani. I
work with a board which has a full range of skills, and intellectual capability to grapple with
the tasks before it. To all of them I am very grateful for their contribution and support.
Javier Moreno our CEO at MAPFRE Middlesea has resigned on the 31 December 2024 to
take up an important post at MAPFRE S.A. We will still remain in his sphere of influence
since he is now in charge of the EMEA region. Javier has spent four years with us and his
reforming zeal has put the Company on a firmer footing, better able to face the challenges of
the future. Whilst wishing him well in his new post, I can record our thanks for his
dedication, and leadership and the tangible results achieved during his tenure. He has been
replaced by Etienne Sciberras, who, as you are aware comes from MAPFRE MSV Life
where he was CEO. He has done an impressive job of guiding the Company through some of
its most turbulent days including Covid and the impact of negative interest rates, and the
massive market fluctuations we have seen in recent years. He has now been appointed CEO
of MAPFRE Middlesea as well as CEO of MAPFRE Malta group.
We also welcome Elvira López de Lara Merida from MAPFRE S.A. who comes with an
impressive CV and track record, and will be the new CEO of MAPFRE MSV Life.
To our Chief officers, managers, and all staff who form part of this group of companies,
together with the board I salute their hard work without which we would not have achieved,
indeed continue to achieve, the desired results.
Signed by Martin Galea (Chairman) on 25 March 2025
iv
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
President & Chief Executive Officer’s Statement
MAPFRE Middlesea Group highlights
It is with great pleasure that I am writing to you for the first time as President and CEO of
MAPFRE Middlesea p.l.c. (“MAPFRE Middlesea”, “MMS”, “Company”). Before delving
into the business and financial performance, I would like to start off by thanking my
predecessor Javier Moreno for the sterling work he carried out over the past 4 years. His
leadership, commitment and professionalism were instrumental not only for the achievement
of the excellent results registered in 2024 but also for the way the MAPFRE Malta Group has
continued to develop and grow during globally challenging times.
The Political and Economic Context
The global backdrop remains uncertain. Persisting geopolitical headwinds, governments’
policy uncertainty and stickier inflation continue to complicate global Central Banks path
towards monetary policy normalization. Notwithstanding, global economies continued to
show great resiliency, most notably in the US. In Europe, economic growth continues to be
anemic and is expected to remain so, at least, in the near term.
Global financial markets remained volatile particularly credit markets. In general, equity
markets did well but performance varied across geographies and sectors. US equities
outperformed European equities, with the technology sector being the best performing sector.
During 2024, the so-called magnificent seven US companies lifted major US indices to new
highs as AI promises to transform the world we live in and those companies’ better
positioned to usher in this new era saw exponential growth in their quoted prices. As an asset
class, equity outperformed fixed income.
In Malta, the post COVID -19 pandemic recovery continued. The economy continued to
grow and registered the best GDP growth in the EU while inflation has been gradually
coming down amid a very tight labour market with unemployment rates in the low single
digit. However, inflationary pressures continued in the service industry mainly through
second order impacts as increases in wage demand persisted. This sustained positive
economic activity continues to spur demand for various insurance products.
Group Financial Performance
The total business written has been €309.5 million (2023: €297.0 million). Both MAPFRE
Middlesea and MAPFRE MSV Life p.l.c. (“MAPFRE MSV Life”, “MMSV”) registered
year-on-year increases in terms of total business written. MAPFRE Middlesea registered
growth in gross premium earned across all its classes of business with the exception of
marine cargo.
On the other hand, MAPFRE MSV Life’s total business written grew to  €205.8 million,
representing an increase compared to the previous year end close of €201.3 million. Both
single and regular premium business performed better than last year. The single premium
segment continued to evidence a good mix between With-Profits and Unit Linked business.
On the other hand, regular premium business growth is attributable to both a stronger demand
for life protection and long-term regular savings. The strong local economy remains the key
driver behind this evolution. As for long term regular savings, pension savings continues to
spur demand. MAPFRE MSV Life continues to be a leading player in the pension provision
space.
v
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
President & Chief Executive Officer’s Statement - continued
Group Financial Performance - continued
The consolidated MAPFRE Group's result in Malta for the year under review have been
excellent with a pre-tax profit of €24.8 million. The reported profitability is marginally above
last year reported figure of  €24.0 million. This equates to Earnings per share of 13c6 an
increase of 10.7% over 2023 corresponding figure.
The Premium written figure for MAPFRE Middlesea including group life reached a total of
€103.7 million at the end of 2024, representing an increase of 8.3% over 2023.  MMS
registered a profit before tax of €10.5 million. This is 6.8% above the 2023 reported
profitability.
The insurance service results saw a marginal improvement from previous year,
notwithstanding a small deterioration in the net combined ratio which has moved to 86.4%
compared to 85.6%. The diversification of our business helped to offset a deterioration in net
combined ratio for health and other classes of business through an improved motor combined
ratio. 
Regarding the long-term business, the challenging financial markets conditions persisted,
leading to the continued strong competition for our savings and investments products. These
are disclosed in a specific section within this report.
General Business
Premium Written in 2024 reached €101.7 million, representing an increase of 9.4% over
2023.
For the first time in our history premium written exceeded the €100 million mark. Premium
growth was achieved across all the main lines of business.
In our comparison with the rest of the market, we still maintain a clear leadership position
with a market share of 31.8% in 2024, which is a slight drop from the 31.9% we had in 2023.
We maintain proportionate leadership in most business lines.
Motor, health and property remain the main classes of business written. Together these three
lines of business represent over 73% of the gross written premium. Commercial lines have
also been very solid throughout the year.
The trust of our clients is reflected in the high policy and client retention levels registered
across the various lines of business. Our reputation, build over many years of service is based
on trust and respect towards our customers. We continue to earn the trust of our customers
through the values we embrace, our customer centric approach, financial soundness,
professional workforce, the breadth and depth of our product offering and our wide
distribution footprint. This together with other aspects make the MAPFRE Middlesea value
proposition unique. This is why MAPFRE Middlesea remains the local insurer of choice for
thousands of clients. Our customer base has exceeded 130,000 with more than 270,000
policies in force. However, we are cognizant of the highly competitive market so any
business contraction which is not the result of our risk management strategy is timely and
closely analyzed and evaluated for possible corrective measures.
vi
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
President & Chief Executive Officer’s Statement - continued
General Business - continued
Our partners, Brokers, Agents and TIIs have demonstrated once again that a relationship
based on mutual trust and commitment is the basis for excellent service to our clients,
offering agile and personalised attention. Our agents had an excellent year, showing that this
model generates profitable and sustainable growth. The agents network has increased
premium by 11.1%, a remarkable figure. I would like to highlight the consistent and excellent
performance achieved by Laferla Insurance Agency.
MMS continues to maintain an excellent professional relationship with brokers and the strong
figures show this year has been a good one. Considering Commercial lines, reinsurance
restrictions and higher costs are generating more complexity as this type of business requires
more protection capacity to meet concrete customer´s needs.
Our direct business, consisting of our regional offices and TIIs, has also performed
positively. As a Company, we believe this channel has further potential. The measures taken
last year together with other ongoing ones, are meant to unlock this potential where we
expect to start seeing the first benefits of these measures accruing in the current year. 
We firmly believe that to better serve the needs of our customers we need to be as accessible
as possible. We are also cognizant that different clients have different preferences on when
and how they interact with us. We continue to invest to improve accessibility. While we
remain committed towards digitalization, we believe that in person interaction continues to be
highly valued by our customers. To this effect, in 2024 we opened two important centers.
One is a sales office in San Gwann whereby the direct offices now total four and a modern,
state of the art vehicle inspection center in Naxxar. This is yet another tangible manifestation
of our commitment to serve our clients in the most convenient way. 
The overall net Combined Ratio (COR) which is the key performance indicator in our
business closed at a positive 86.4% albeit a slight deterioration on the already very positive
85.6% registered a year earlier.
The main contributor to the positive combined ratio was the motor class of business. The
performance of the Motor business portfolio significantly impacts the financial performance
of our Company. This is not surprising given that motor represents 48.2% of the non-life
portfolio. The already very positive evolution registered in 2023 was sustained and improved
upon in 2024. The motor portfolio performance was excellent but unlikely to be repeated in
the short term. The motor net combined ratio in 2024 was 85.0%, a further improvement on
the 90.2% reported in 2023.    This was the result of a combination of factors including a
disciplined underwriting approach, the tail effect of the price correction initiated in 2023, a
reduction in claims and frequency, a relatively contained average claim cost and an unusual
low incident of large claims. Particularly the latter left a significant positive impact compared
to normal experience. As can be appreciated, some of these factors are not within the
Company’s control. Having said this, a healthy motor portfolio is critical for the sustained
profitability of our Company. Therefore, we continue investing in data analysis tools that
help us to achieve this objective.
vii
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
President & Chief Executive Officer’s Statement - continued
General Business - continued
On the other hand, the Health business and other classes of business registered a deterioration
in the respective net combined ratio compared to the previous year from 87.6% and 72.2% to
89.8% and 87.1% respectively. The health portfolio experienced a higher loss ratio and lower
premium compared to a year earlier. Under other classes, we saw general deterioration in the
various classes. Of particular mention, Marine hull given that the combined ratio was above
100% following the impact of some large losses.
This highlights the resilience derived from our business model which is based on
diversification across various classes of business. This allows us to mitigate negative
movements in specific asset classes and hence reducing the volatility in our balance sheet.
Finance Income
Investment income was €2.6 million an increase over the €2.0 million reported in the
previous period. While the return from the investment portfolio was lower than in 2023, the
higher dividends from Group companies more than offset this reduction.
Capital Management
A sustainable profitable business enables us to generate internal capital for investment
purposes and to finance business growth. A prudent but consistent dividend policy is also key
in ensuring adequate capital resources. This together with the investment and risk
management policy shape to a great degree the risk profile of the Company. Within the risk
management tool kit, the reinsurance aspect continues to be one of the main levers in
maintaining the Company risk profile within the established risk appetite. This means that
during normal years we forego a certain level of profitability to ensure we are better protected
in case of less frequent but more severe events or what we refer to as catastrophic events. The
risk profile and solvency position of an insurance company is measured by the solvency ratio.
Once again, the Company continues to maintain a solvency ratio significantly above the
regulatory requirements.
Long Term Business
MMSV offers a wide range of protection, savings, investments and retirement solutions
addressing the diverse needs of individual clients, companies as well as other organisations.
This business performance is influenced by both internal and external factors. The internal
factors are those normally considered within management control. These depend on the
business model of the company, its strategy and effective and efficient execution. On the
other hand, the external factors include the health of the local economy, the performance of
global capital markets and Central banks’ monetary policy. These elements influence the
demand and purchasing capacity of the consumer, the investors’ appetite and sentiment and
the competitive landscape.
MAPFRE MSV Life registered a profit before tax of €15.0 million for the year ended 31
December 2024, compared to a profit of €14.6 million registered for the previous year. Profit
after tax is at €11.0 million, compared to a €9.6 million for the previous year.
viii
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
President & Chief Executive Officer’s Statement - continued
Long Term Business - continued
These results are underpinned by a positive contribution both from the insurance activities
and financial income.
In terms of the insurance activities, the release of the Contractual Service Margin (CSM)
remains the main determinant of reported profitability. Most of the release in CSM relates to
business written in prior years. New profitable business being written adds to the stock of
CSM for future release. Thus, normally, in life insurance, as long as business written is
profitable, a lower volatility in insurance performance from one year to the next is observed.
During 2024, the CSM release represented  €10.8 million (2023:  €9.8 million).
Total business written for financial year 2024 totalled €205.8 million, an increase of 2.3%
over the prior year. Single premium business was marginally better than 2023 as demand for
With-profits business improved. On the other hand, regular business continued to perform
well with strong demand for life protection business and sustained pension business. The
strong local economy performance and the prevailing high levels of liquidity in the economy
remain supportive for savings and investment products. 
Net claims incurred decreased to €249.0 million through the year compared to a prior year
€261.6 million, largely as a result of a decline in maturing contracts. A proportion of these
maturing contracts were subsequently re-invested in new medium to long-term contracts.
Total assets increased by 1.6% to €2,357.2 million by the end of 2024.
Total shareholders’ funds at the close of 2024 amounted to €174.3 million (2023: €165.4
million), an increase of 5.4% over the previous year.
The MMSV With-Profits fund Assets Under management remained practically at the same
level when compared to previous year. The MMSV With-Profits fund closed at €1.86 billion
as at 31 December 2024 (2023: €1.91 billion). The appreciation in asset values and the
income generated almost completely offset the impact of the net funds outflow due to
maturing policies. Over the past year, we continued to see increased debt issuance,
particularly in Malta Government stock issues. This heightened debt issuances coupled with
time deposits continue to compete directly with the With-Profits product offering.
The With-Profits Fund registered a total investment gain of €81.2 million generating a
positive return of 4.3%. The investment return was lower than in 2023, which had amounted
to €165.8 million following the steep fall in mainstream asset classes in 2022. While all asset
classes, contributed positively to the overall investment return, their performance varied
significantly. Equities outperformed fixed income assets, while even with the equity space
significant diversion in performance could be observed with US equities outperforming
European equities with growth outperforming value stocks.
ix
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
President & Chief Executive Officer’s Statement - continued
Long Term Business - continued
The investment strategy of the MMSV’s With-Profits fund is to hold a diversified range of
quality assets, spread across different geographies and currencies to mitigate market and
concentration risk. This asset diversification together with the robust investment management
process, the expertise of the asset managers engaged, and the Company’s track record of
investment management continue to be fundamental in managing policyholders’ assets in this
challenging and ever more volatile investments market environment.
While the demand for With-Profits single premium contracts remained lower when compared
to previous years, though mainly in line with this year expectation, sustained demand was
registered for Unit Linked single premium products. The launch of two short-term, capital
and income guaranteed Unit-Linked products, in the first quarter of 2024, was well received
by the retail investors.
An increase over last year was registered in terms of Life protection business written . This
line of business benefitted from a robust mortgage market since locally demand for life
protection continues to be strongly correlated with the demand for home loans.
Unfortunately, this highlights, that the need to have life protection as a basic element of
financial planning remains underappreciated. Promoting the importance of having adequate
levels of insurance is also part of our responsibility to build more financially secure and
resilient communities.
Regular savings business remains a core component of our business strategy. Through our
regular savings products we aim to serve the need of the broader market through long-term,
accessible, flexible and efficient solutions. While pensions savings is seen as a growth area,
promoting savings for retirement is also an obligation and responsibility. We want to support
our future generations of pensioners in building and maintaining their financial wellbeing and
aspirations. While we have continued to see demand for retirement products the level of
market penetration remains well below European averages. In this respect the latest
government measures announced in the budget are welcome in terms of the pensions
developments in the area of voluntary pensions occupational schemes (VOPS).
Statement of Financial Position
The group's total assets increased by 1.7% and totaled €2.5 billion at year end. As highlighted
previously, The MMSV With-Profits fund’s Assets Under Management (AUM) at €1.9
billion as at 31 December 2024 represent a significant portion of the total assets. The
reduction in associated undertakings reflects the divestment of MMSV’s With-Profit fund
holding in Tigne Mall plc. On the other hand, the increase in cash and cash equivalent
represents the tactical With-Profits fund investment positioning at year end.
On the liabilities side, 98.0% of the balance pertains to Insurance, investment and reinsurance
contracts liabilities. MMSV’s Insurance contract liabilities decreased as With-profits policy
maturities outweighed new fund flows into the With-Profits fund. Investment contract
liabilities continued to increase as further unit linked products were issued in the year under
review. MMS’s insurance contracts liabilities remained practically flat compared to the
previous year.
x
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
President & Chief Executive Officer’s Statement - continued
Statement of Financial Position - continued
Total equity increased by €12.7 million or 7.4% including the minority with the profit for the
year partly mitigated by the dividends paid.
Dividend Recommendation
The board of directors will be proposing for shareholders’ approval the payment of a net
dividend of €0.052174 per share. The Company's payout will be 67.4% of this year’s profit
after tax of the Company.
While the Board of Directors is committed to provide an adequate return to its shareholders
on their invested capital,  the dividend recommendation makes consideration of the future
capital needs of the Company and the need to maintain sufficient capital buffers to be able to
withstand any negative market shocks.
Our People
Our people are our biggest asset, and we are committed to retaining our talent by driving our
comprehensive people agenda. This year, we have focused on several key areas to support
and develop our workforce.
Training and Development: Training has been a cornerstone of our people agenda. We have
placed significant emphasis on leveraging group learning resources to enhance the skills and
knowledge of our employees. Our investment in a robust leadership program has been pivotal
in driving transformation within the organization, preparing our leaders to navigate future
challenges effectively.
Health and Well-being: We recognize the importance of our employees' physical and mental
health. Throughout the year, we have continued to invest in initiatives that promote well-
being, ensuring our people have access to the resources and support they need to thrive both
personally and professionally.
Equality and Inclusion: We are proud to have achieved the NCPE Equal Pay Mark and the
FHRD HR Quality Mark, reflecting our commitment to equality and inclusion in the
workplace. These accolades underscore our dedication to providing a fair and supportive
environment for all employees.
Employee Benefits: To further demonstrate our commitment to our people, we have signed a
generous collective agreement for the next three years. This agreement ensures that our
employees receive the best benefits, reinforcing our position as the employer of choice. By
offering competitive compensation and comprehensive benefits, we aim to attract and retain
top talent in the industry.
xi
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
President & Chief Executive Officer’s Statement - continued
Our People
Prioritizing our people, investing in their development, and promoting a healthy, inclusive
work environment have been instrumental in driving our success. We remain dedicated to
fostering a culture where our employees feel valued, supported, and empowered to achieve
their full potential and be the best version of themselves.
Our Contribution to our community
We understand that we have a social responsibility towards the society we form part. As a
Group we are committed to bring about positive change and to support the advancement of
our society. During the year, we supported various organizations in their respective mission.
Sometimes this support takes the form of financial assistance, to making our premises
available to upcoming artists or educational events. We are very proud that through our
initiatives we manage to reach many noble causes ranging from philanthropy to arts, culture,
education and the environment. However, I would like to make a special mention to the
volunteering activities our staff and their families participated in during the year. In 2024, our
employees participated in 13 activities. For this I am very grateful and thankful. This is also a
reflection of the values we embrace at MAPFRE.
I cannot fail not to mention, Fundación MAPFRE which continues to be actively engaged in
Malta. During 2024, Fundación MAPFRE continued its activities on the "Street Smart
Campaign" promoting road safety among school children. The primary goal of the campaign
is to raise awareness about road safety for all road users, including pedestrians, cyclists,
drivers, and passengers, emphasizing the importance of each person's role. The campaign also
consisted of workshops for 6th Form students in collaboration with Doctors For Road Safety
(D4RS). Additionally, Fundación MAPFRE has also signed a new agreement for the
"Logging Off" campaign, addressing internet addiction among school children. The
campaign will be conducted in partnership with the Malta Trust Foundation.
As MAPFRE, we strongly believe in a more inclusive, equitable and sustainable world. We
believe that we have a responsibility to safeguard the right of future generations to enjoy a
world where people are not judged or disadvantaged because of their religious creed, race,
sex or sexual orientation. A world where future generations can enjoy a clean, healthy and
safe environment. In this regard, we continue to embrace policies which promote these values
and goals. Our remuneration policy also includes sustainability objectives. We continue to
introduce measures which aim to lower our carbon footprint, promote an inclusive and safe
workplace which promotes opportunity based on talent and values. Our workforce is diverse
and boasts over twenty different nationalities with an almost equal gender mix. Our senior
management benefits from a strong and talented female representation. We are very satisfied
with the results we are achieving in terms of carbon footprint emission, gender pay equality
and ESG aligned investments.
xii
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
President & Chief Executive Officer’s Statement - continued
Looking forward
At the end of 2024, we closed the strategic plan for the period 2022-2024. The level of
execution of this plan was satisfactory considering also the need to have a flexible and
dynamic approach given the challenges and uncertainty which characterized this period.
Looking ahead, we have defined a new strategic plan for the period 2025-2027. This new
strategic cycle will build on the foundations laid in prior years. The new plan has four key
pillars namely growth and profitability, efficiency and productivity, transformation and
culture and sustainability. We believe that by driving this agenda, we will continue to create
value to our shareholders, meet the evolving needs of our customers through an enhanced
customer experience, strengthen our rewarding business partners relationships and provide
great growth opportunities to our talent while contributing to a better, fairer and more
inclusive society through our sustainability commitment. 
Signed by Etienne Sciberras (President & CEO) on 25 March 2025
1
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
Directors’ Report
The Directors present their annual report for the year ended 31 December 2024.
Principal activities
The principal activities of the Group consist of the business of insurance. The Group is
licensed to carry on general and long-term business. The Group is also authorised to provide
insurance management services.
Review of business
The Company
MAPFRE Middlesea p.l.c. (the ‘Company’) registered a profit before tax of €10.5 million
during the financial year ended 31 December 2024 (“FY 2024”) compared to the €9.9 million
registered in the previous financial year (“FY 2023”) with post-tax profits of €7.1 million,
compared to €6.7 million in FY 2023. 
Premiums written by the Company reached €103.6 million (2023: €95.7 million), an 8.3% 
increase over FY2023, with growth in all classes of business but notably in Motor, Health and
Property. MAPFRE Middlesea p.l.c. remained the leader of the non-life market although the
Company’s market share reduced marginally from the previous year, following the receipt of
provisional market data collated by the Insurance Association Malta, as the market registered
a growth above that of  the Company's.
The insurance service result increased to €12.3 million from €12.2 million of FY 2023, a
1.3% growth.  Insurance revenue grew by 7.6% reflecting the growth in premium written.
Claims frequency improved in Motor with reported current year occurring average claim cost
marginally lower than in  the previous year, whilst Health registered a deterioration in loss
ratio through increases in both frequency and severity.
The Company’s net investment return amounted to €2.6 million compared to the €2.0 million 
in FY 2023 as a result of a net dividend of €1.0 million received from MAPFRE MSV Life
p.l.c. with no comparative in the previous year. Fair value movements on the fair value
through profit or loss portfolio though positive were significantly lower than in FY 2023
which had seen the market recovering from the losses incurred in the prior year. Revaluation
of investment property held by the Company rendered a marginal loss of €0.2 million against
a marginal gain of €0.1 million for 2023.
The Shareholder’s Funds of the Company at €84.4 million saw an increase of 3.4% during
FY 2024 resulting from the profit for the year exceeding the payment of dividend for FY
2023 and positive investment value movements in equity. Net Asset Value per share as at 31
December 2024 amounted to €0.92.
MAPFRE Middlesea p.l.c.’s solvency position remained strong with net assets remaining
adequately above the capital requirements under Solvency II with the cover being reported in
the Solvency and Financial Condition Report (SFCR) to be published by the Company later
in the year. 
2
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
Directors’ Report - continued
Review of business - continued
MAPFRE MSV Life p.l.c.
MAPFRE MSV Life p.l.c. (“MAPFRE MSV Life” and “MMSV”) registered a profit before
tax of €15.0 million for FY 2024, as compared to the €14.6 million registered for the previous
year. Profit after tax is recorded at €11.0 million, compared to a €9.6 million in the previous
year.
Total business written for financial year 2024 totaled €205.8 million, an increase of 2.3%
over the prior year. While the demand for With-Profits single premium contracts remained
lower when compared to previous years, though mainly in line with this year expectation,
sustained demand was registered for Unit Linked single premium products. The launch of
two short-term, capital and income guaranteed Unit-Linked products, in the first quarter of
2024, was well received by the retail investors.
The MMSV With-Profits fund closed at €1.9 billion as at 31 December 2024 (2023: €1.9
billion) registering a total investment gain of €81.2 million generating a positive return of
4.3%.  The investment return was lower than in 2023, which had amounted to €165.8 million
following the steep fall in mainstream asset classes in 2022.
Total assets increased by 1.6% to stand at €2,357.2 million by the end of 2024.
Total shareholders’ funds at the close of 2024 amounted to €174.3 million (2023: €165.4
million), an increase of 5.4% over the previous year.
Other subsidiaries
The other subsidiaries within the Group, though not significant to the size of the Group, had a
mixed contribution to the results of the year.
During the year BEE Insurance Management Limited (‘BEE’) and its subsidiary Euro Med
Risk Solutions Limited ("EuroMed") which offer Insurance and Non-Insurance management
services transferred their third-party clients to another local operator with BEE remaining
servicing the Group’s insurance entities in the Information Technology sphere. A combined
profit of €0.5 million was registered compared to the €0.2 million in the comparative period.
EuroMed has surrendered its Corporate Service Provider (CSP) license in January 2025, the
first step towards the liquidation of the company.
Church Wharf Properties Limited holds a property within the Regeneration of the Grand
Harbour Area. A negligible loss was recorded in the year, compared to a loss of €0.4 million
registered at the end of 2023. The directors continue to monitor the evolution of this project
which gives a potential future increase in value of this investment.
3
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
Directors’ Report - continued
Review of business - continued
The Group
The Group registered a profit before tax of €24.8 million in FY 2024 compared to €24.0
million achieved in FY 2023. Profit after tax for FY 2024 closed at €18.0 million as
compared to the €15.9 million achieved in FY 2023. Group business written reaching €309.5
million saw an increase of 4.2% against that registered in FY 2023, with both insurance
companies remaining leaders in their respective markets.
MAPFRE Middlesea’s Group capital and reserves attributable to shareholders at 31
December 2024 amounted to €96.3 million (2023: €88.2 million) on a consolidated basis with
a net asset value per share of €1.05 as at 31 December 2024 mainly as the result for the year
outweighed the payment of dividend by MAPFRE Middlesea and MAPFRE MSV Life.
A review of the business of the Group for the year ended 31 December 2024 and an
indication of future developments are provided in the Chairman’s Statement and the President 
and CEO Statement, which can be found in the front section of this Annual Report.
Whilst as a Group we have an important role to provide our customers with prosperity and
peace of mind, we acknowledge that we have a wider commitment to society by also
supporting those who are not our customers. Over the years we have developed a Corporate
Social Responsibility (CSR) policy framework which encompasses shareholders, the
environment, people, communities and customers. Through our CSR programme we
cooperate with and assist a number of public and private institutions, NGOs, museums,
foundations and associations who share similar goals and values as us.
Sustainability is also very high in our agenda. In line with the MAPFRE Group's
Sustainability Plan, the Group is committed to be carbon neutral by the end of 2030. To this
effect a number of initiatives are being implemented and more will be formulated as we move
towards this important goal. Good progress is also being registered in terms of the
environment, social and governance (ESG) dimensions.
4
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
Directors’ Report - continued
Principal Risks and Uncertainties
The Group’s principal risks and uncertainties are further disclosed in Note 4 dealing with
management of risk as supplemented by Note 3 relating to the use of accounting estimates
and judgements in applying accounting policies, and Note 24 on insurance contract liabilities,
reinsurance contract assets and investment contracts liabilities covering assumptions
underlying their valuation.
Results and dividends
The consolidated profit or loss account is set out on page 39.  A gross dividend in respect of
year ended 31 December 2024 of €0.080268 per share amounting to a total dividend of
€7,384,615 is to be proposed by the Directors at the forthcoming annual general meeting. 
This is equivalent to a net dividend of €0.052174 per share amounting to a total net dividend
of €4,800,000 (2023: €4,500,000).
Directors
The Directors of the Company who held office during the period under review were:
Martin Galea  
Antoinette Caruana
Gordon Cordina
Jose Maria del Pozo
Jose-Luis Jimenez
Eduardo Perez de Lema (appointed from 1 January 2024)
Etienne Sciberras
Godfrey Swain
Paul Testaferrata Moroni Viani
In accordance with the Articles of Association of the Company, all Directors retire from
office at the Annual General Meeting and are eligible for re-election or re-appointment.
Further information is given in the Statement of Corporate Governance.
5
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
Directors’ Report - continued
Statement of Directors’ responsibilities for the financial statements
The Directors are required by the Insurance Business Act, 1998 and the Companies Act, 1995
to prepare financial statements which give a true and fair view of the state of affairs of the
Group and the Company as at the end of each reporting period and of the profit or loss for
that period.
In preparing the financial statements, the Directors are responsible for:
• ensuring that the financial statements have been drawn up in accordance with
International Financial Reporting Standards as adopted by the EU;
• selecting and applying appropriate accounting policies;
• making accounting estimates that are reasonable in the circumstances;
• ensuring that the financial statements are prepared on the going concern basis unless it
is inappropriate to presume that the Group and the Company will continue in business
as a going concern
The Directors are also responsible for designing, implementing and maintaining internal
control as the Directors determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error, and that
comply with the Insurance Business Act, 1998 and the Companies Act, 1995.  They are also
responsible for safeguarding the assets of the Group and the parent Company and hence for
taking reasonable steps for the prevention and detection of fraud and other irregularities.
The financial statements of MAPFRE Middlesea p.l.c. for the year ended 31 December 2024
are included in the Annual Report 2024, which is published in hard-copy printed form and
also made available on the Company’s website. The Directors are responsible for the
maintenance and integrity of the Annual Report on the website in view of their responsibility
for the controls over, and the security of, the website. Access to information published on the
Company’s website is available in other countries and jurisdictions, where legislation
governing the preparation and dissemination of financial statements may differ from
requirements or practice in Malta.
The directors confirm that, to the best of their knowledge:
• the financial statements give a true and fair view of the financial position of the Group
and Company as at 31 December 2024, and of its financial performance and its cash
flows for the year then ended in accordance with International Financial Reporting
Standards as adopted by the European Union on the basis explained in Note 1 to the
financial statements; and
• the Annual Report includes a fair review of the development and performance of the
business and the position of the Group and Company, together with additional
information of the principal risks and uncertainties that the Group and Company face.
6
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
Directors’ Report - continued
Information pursuant to Capital Markets Rule 5.64
The Company has an authorised share capital of €31,500,000 divided into 150,000,000
ordinary shares with a nominal value of €0.21 each.  The issued share capital of the Company
is €19,320,000 divided into 92,000,000 ordinary shares of €0.21 each. The issued shares of
the Company consist of one class of ordinary shares with equal voting rights attached.
The directors confirm that as at 31 December 2024, only MAPFRE Internacional (55.83%)
and Bank of Valletta p.l.c. (31.08%) held a shareholding in excess of 5% of the total issued
share capital.
Pursuant to the Company’s Articles of Association, the appointment of Directors to the Board
is reserved exclusively to the Company’s shareholders (in line also with general and
commonly accepted practice in Malta).  Shareholders with 11% or more of the shares in issue
are entitled to appoint one director for every 11% holding, whilst the other shareholders are
entitled to appoint the remaining Board members at the Annual General Meeting in
accordance with the provisions of the Articles of Association. The Chairman shall be
appointed by the Board of Directors.
The rules governing the appointment and replacement of the Company’s directors are
contained in Articles 93 to 102 of the Company’s Articles of Association.
The Directors can only issue shares following an extraordinary resolution passed in the
General Meeting. This and other powers vested in the Company’s Directors are contained in
Articles 84 to 90 of the Company’s Articles of Association.
The Memorandum and Articles of the Company may be amended by means of an
extraordinary resolution of the Company during general meetings.
There are no agreements between the Company and the Directors on the Company’s Board or
employees providing for compensation on termination or cessation of their office for any
reason whatsoever.
It is hereby declared that as at 31 December 2024, information required under Capital
Markets Rules 5.64.2, 5.64.4, 5.64.5, 5.64.6, 5.64.7 and 5.64.10 is not applicable to the
Company.
7
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
Directors’ Report - continued
Going concern
The Directors, as required by Capital Markets Rule 5.62 have considered the Group’s and
Company’s operational performance, the statement of financial position as at year end as well
as the business plans for the coming year, and declare that they have a reasonable expectation
that the Group and the Company have adequate resources to continue in operational existence
for the foreseeable future. For this reason, in preparing the financial statements, the Group
and Company are in a position to continue operating as a going concern for the foreseeable
future.
Auditors
The auditors, KPMG, have indicated their willingness to continue in office and a resolution
for their re-appointment will be proposed at the Annual General Meeting.
Information pursuant to Capital Markets Rule 5.70
There were no material contracts in relation to which a Director of the Company was directly
or indirectly interested.
Information pursuant to Capital Markets Rule 5.70.2
The Company Secretary is Dr Daphne Sims Dodebier and the registered office is Middle Sea
House, Floriana, Malta.
Information pursuant to Capital Markets Rule 5.68
We, the undersigned, declare that to the best of our knowledge, the financial statements
prepared in accordance with the requirements of International Financial Reporting Standards
as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and
profit or loss of the Company and its subsidiaries and that this report includes a fair review of
the development and performance of the business and the position of the Company and its
subsidiaries, included in the consolidation taken as a whole, together with a description of the
principal risks and uncertainties that they face.
Signed on behalf of the Company’s Board of Directors on 25 March 2025 by Martin Galea
(Chairman) and Godfrey Swain (Director) as per the Directors Declaration on ESEF Annual
Financial Report submitted in conjunction with the Annual Report and Accounts 2024.
8
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
Corporate Governance Statement
1. Introduction
In accordance with Rule 5.94 of the Capital Markets Rules, an issuer whose securities are
admitted to trading on the Malta Stock Exchange should endeavour to adopt the principles as
promulgated within Appendix 5.1 of the Capital Markets Rules entitled The Code of
Principles of Good Corporate Governance (‘the Code’). Moreover, the issuer is obliged to
prepare a report disclosing both compliance and non-compliance with the said principles and
the Company’s auditors are to include a report on the Corporate Governance Statement in the
Annual Financial Report of the Company.
Although the Board of Directors (‘the Board’) of MAPFRE Middlesea plc (the ‘Company’ or
‘MMS’) notes that compliance with the said Code is not mandatory, it however
acknowledges that the principles are designed to serve as a guide for the Board and the
Company’s Management in the pursuit of objectives that are in the interests of both the
Company and its stakeholders. The Board, therefore, firmly upholds the principles therein
contained as guaranteeing the standards of accountability, transparency and integrity inherent
to good Corporate governance. The Board continues to strive to adhere to the Code as well as
to maintain the highest standards of disclosure both in relation to compliance with the code as
well as in relation to explaining the rationale behind the instances of non-compliance. 
As shall be evidenced by the information set out in this Statement and that contained in the
Remuneration Statement and the Report of the Remuneration Committee to the Shareholders,
the Company believes that it has, save as otherwise indicated herein, not only complied with
the provisions of the Code throughout the accounting period under review but also acted in
accordance with the spirit of the Code.  In the Non-Compliance Section, the Board then
outlines the limited instances where there has been a departure from, or non-application of,
the principles as contained within the Code and the reasons therefore, in accordance with the
same Code.
2. Compliance with the Code
Principle 1 – The Board
Good business, well done, is a force for good in society. Within this context, the Board’s role
and responsibility is to lead the Company, to discuss and approve the strategy for long-term
sustainable value and to exercise good oversight, challenging the Management and Internal
Control Functions where necessary to this end. 
As at 31 December 2024 the Board was composed of a non-executive Chairman and eight
non-executive Directors. The Directors, appointed in terms of the Memorandum and Articles
of Association of the Company, are all competent, trustworthy and solvent individuals and
thus fit and proper to direct the business of the Company. The maximum number of Directors
pursuant to the Memorandum and Articles of Association is ten. Martin Galea was re-
appointed as a non-executive Chairman during the Board meeting held on the 30 April 2024,
which followed the Annual General Meeting (AGM) held on the same day.
9
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
Corporate Governance Statement - continued
2. Compliance with the Code - continued
Principle 1 – The Board - continued
During the said AGM the two institutional shareholders re-appointed the retiring Directors 
Gordon Cordina, Martin Galea, Jose-Luis Jimenez, Jose Maria del Pozo, Etienne Sciberras
and Godfrey Swain, while the other shareholders re-appointed the retiring Directors
Antoinette Caruana and Paul Testaferrata Moroni Viani during the election for directors.
Eduardo Perez de Lema was newly appointed by the shareholder MAPFRE Internacional
S.A. in order to bring the total number of Directors to nine. 
All of the Directors of the Company are approved by the Regulator further to a detailed
Personal Questionnaire process as being fit and proper to direct the business of the Company
and are deemed to conduct themselves with honesty, competence and integrity. Both on an
individual level and collectively, the Members of the Board possess the necessary skills and
experience to make effective contribution to the leadership and decision-making processes of
the Company as reflected within the Company’s strategy and policies. Moreover, the Board
exercises prudent and effective controls in order to achieve both short and long-term
sustainability of the business and assesses the compatibility of the MAPFRE Group policies
with local legal and regulatory requirements, adapting them where appropriate.
Effective boards ensure that the Company operates with a clear sense of purpose and
collective vision and the Board liaises closely with the President and Chief Executive Officer
(‘CEO’) of the Company in a consistent and continuing manner in order to ensure that the
Board receives timely and complete information in relation to the business and performance
of the Company. This enables the Board to maintain effective oversight of the decision-
making process and to exercise the aforementioned controls. Javier Moreno, appointed CEO
on the 31 March 2021, continued to hold the position of CEO throughout 2024 although
submitting his resignation as at 31 December 2024 in order to take up new responsibilities
within the MAPFRE Group. His successor as from 1 January 2025 is the current Director
Etienne Sciberras. 
As was customary in previous years, at the Board Meeting held subsequent to the AGM, the
Board delegated specific responsibilities to a number of Board Committees, namely the Audit
Committee, the Risk and Compliance Committee, the Investments Committee and the
Remuneration Committee, each of which operated under their respective formal terms of
reference as approved by the Board.
Further detail in relation to the Committees and the responsibilities of the Board is provided
under Principles 4 and 5 of this Statement.
10
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
Corporate Governance Statement - continued
2. Compliance with the Code - continued
Principle 2 – Chairman and CEO
The positions of Chairman and CEO were held by different individuals throughout 2024 with
a clear demarcation between the leading of the Board by the former and the CEO’s
management of the business of the Company, despite the strong cooperation between the two.
The Chairman is independent and is responsible for the overall effectiveness of the Board,
promoting open debate and facilitating constructive discussion. Through the Office of the
Company Secretary, the Chairman sets the Board agenda and ensures that all the Board’s
decisions are supported by comprehensive and timely information. The Chairman also
ensures that the Board discusses the pertinent issues with adequate depth, that the opinions of
all the Directors are taken into account and  encourages active engagement by all the
members of the Board to constructively challenge Management where necessary and
generally promote the effective functioning of the Board.
The CEO, on the other hand, is charged with the leadership of the Management team with the
main role and responsibility of managing the Company’s business in line with its Strategy
and informing and making recommendations to the Board. Within this context, 2024 was the
third and final year of the Company's three-year Strategic Plan as developed by Management,
discussed with the Chairman and approved by the Board. A new three-year Strategic Plan
then started to be formulated in Q4 2024 for the period 2025 to 2027. This was extensively
discussed during a Board Briefing meeting held in October 2024, as detailed further below.
Within the parameters of the Board-approved Strategy, the CEO develops and drives
performance and leads the decisions on all matters affecting the operations, technical
performance and stakeholders of the business save for those matters specifically reserved to
the Board or its' delegated Committees. The Company also has Technical Committees
composed of senior members of the relative technical areas that hold regular meetings and a
Management Committee, bringing together the Chief Officers within MMS under the
Chairmanship of the CEO on a monthly basis.
The positions of the Chairman of the Board and CEO are distinguished accordingly within
the Terms of Reference of the Board of Directors and in practice, there is also a clear division
of responsibility between the former who oversees the Board and the latter's responsibility in
managing the daily business of the Company. Thus the positions remain completely
independent from one another to avoid concentration of authority and power within a single
individual, to differentiate leadership from the running of the business and to maintain clear
lines of accountability and responsibility. 
Principle 3 – Composition of the Board
The Board considers and history has shown, that the number of Members as stipulated in the
Memorandum and Articles of the Company are appropriate relative to the size of the
Company and its operations. 
11
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
Corporate Governance Statement - continued
2.Compliance with the Code - continued
Principle 3 – Composition of the Board - continued
The combined and varied knowledge, experience and skills of the Board members, including
a broad knowledge of the business of the Company and awareness of statutory and regulatory
requirements, provide a balance of competences, as required, and add value both to the
functioning of the Board and to the direction given to the Company. In this regard the
Company remains committed to non-discrimination, not least in its Boardroom, promoting a
diverse and inclusive culture where Directors’ views are heard, concerns are attended to and
the environment does not tolerate bias, discrimination or harassment of any kind.
The Company’s Articles of Association determine the composition of the Board. The
appointment of Directors to the Board is accordingly reserved exclusively to the Company’s
shareholders, except in so far as an appointment may be made to fill a casual vacancy. All
Directors, as well as some key officials, are required to fulfil the fit and proper regime
prescribed by the Malta Financial Services Authority (‘MFSA’) in line with standard
regulatory due diligence procedures. Moreover, all Directors are required to apply the
necessary time and attention to their duties and limit the number of directorships held in other
companies, thereby also ensuring the proper performance of their functions.
In 2024 the Board was composed exclusively of non-executive Directors, of which eight
were male and one was female. Although not a Director of MMS, the CEO is invited to
attend Board meetings with a view to ensuring a full understanding and appreciation of the
Company's policies and strategy and to provide direct input as may be required for the
Board’s deliberations. In addition, certain members of Senior Management are invited to
report to the Board as and when required, thereby securing effective information flows as
well as fostering a culture of continuous dialogue between the Board and the Company’s
Management. 
As at the date of this review, the Board consists of five independent Directors (including the
Chairman) and four non-independent Directors (as indicated on page 14 of the Annual
Report) as defined by the Code.
In determining the independence or otherwise of its Directors, the Board considers, amongst
others, the principles relating to independence of directors contained in the Code, the
Company’s own policies, as well as general principles of good corporate governance.
In relation to Code Provision 3.2.5 specifically the Code requires that the Board states its
reasons if it determines that a director is independent notwithstanding inter alia if the
director: “has served on the board for more than twelve consecutive years”.
12
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
Corporate Governance Statement - continued
2.Compliance with the Code - continued
Principle 3 – Composition of the Board - continued
It is noted in this regard that Paul Testaferrata Moroni Viani (as from April 2022) has served
on the Board for a period of more than twelve consecutive years. The Company however,
retains that Paul Testaferrata Moroni Viani has sufficient experience and maturity to remain
independent of character and objective in his judgment at all times notwithstanding the lapse
of the recommended twelve years. Similarly, the Board Chairman Martin Galea (as from his
re-appointment in April 2024) has also served on the Company's Board for a period of more
than twelve years but the Company is of the opinion that his knowledge and experience of the
business remain invaluable while further transition at this stage, given the appointment of
new CEOs for both the Company and its main subsidiary as from 1 January 2025, would not
be of benefit to any of the stakeholders. Martin Galea is moreover highly competent and
astute and will undoubtedly remain entirely unbiased in his judgement despite his service
over the years, continuing to act in accordance with the highest principles of governance. 
In terms of Code provision 3.4 each non-executive director has moreover submitted his / her
confirmation in writing that he / she undertakes:
i. to maintain in all circumstances his independence of analysis, decision and action;
ii. not to seek or accept any unreasonable advantages that could be considered as
compromising his / her independence; and
iii. to clearly express his / her opposition in the event that he /she finds that a decision of
the Board may harm the Company.
Principle 4 – The Responsibilities of the Board
The Board acknowledges its statutory mandate to establish and maintain corporate
governance practices that provide clear lines of accountability and responsibility to support
effective decision-making and to monitor the implementation thereof. The Board fulfils this
mandate and discharges its responsibilities through the execution of the four basic principles
of corporate governance namely, accountability, monitoring, strategy formulation and policy
development.
The Board continually and consistently reviews all the different aspects of the Company
within the parameters of the relevant laws, regulations and codes of best practice. It seeks to
ensure adherence to high ethical standards whilst taking into account all stakeholders’
interests, maintaining an effective dialogue with all stakeholders, monitoring the application
of management policies and motivating Company Management.
Principle 5 – Board Meetings
The Board of Directors sets and supervises the strategy and the policies of the Company, both
of which are discussed on a regular basis, and the Board's agenda as well as its' business are
managed in such a way so as to ensure effective supervision of the Company’s operations in
accordance therewith.
13
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
Corporate Governance Statement - continued
2. Compliance with the Code - continued
Principle 5 – Board Meetings - continued
The Board meets as often as required to discharge its duties effectively but no less than five
times a year. As aforementioned, specific members of the Management team are invited to
attend Board meetings from time to time, to update and provide the Directors with a direct
report relative to the items on the agenda. A detailed review of the Company's Management
Accounts and Key Performance Indicators (as promulgated by the MAPFRE Group in line
with industry norms) is carried out at every Board Meeting and the background information
on various subjects provided, particularly those requiring the approval of the Board. An
update is also provided at every Board Meeting in terms of the various Company projects and
accomplishments by Area, as well as on regulatory and other relevant events amongst others.
Apart from setting the strategy and collectively promoting the success of the Company, the
Board is actively involved in monitoring progress against the set Budget and Strategy and in
approving material or significant transactions.
The Chairman in conjunction with the Company Secretary ensures that all relevant issues are
on the Board agenda and supported by relevant and complete information.  The agenda for
each meeting seeks to strike a balance between long-term strategic objectives and shorter-
term performance matters. 
Notices of the dates of forthcoming Board meetings are circulated well in advance of the
relative meetings and meeting packs containing all relevant information, including the
minutes of the previous Board Meeting, are circulated to the Directors ahead of each meeting
by the Company Secretary. In issuing these communications, regard is had to the timing in
order to be sure to allow sufficient opportunity for the Directors to review the information
and prepare for the next Board or Committee meeting as scheduled within the annual meeting 
calendar.
Minutes are taken of each and every Board meeting faithfully recording attendance, matters
discussed, action points and resolutions. These minutes are subsequently made available to
all Directors for review, prior to sign off by the Chairman.
Decisions of the Board are taken by majority of those present subject to the Chairman’s
casting vote as may be necessary.
14
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
Corporate Governance Statement - continued
2. Compliance with the Code - continued
Principle 5 – Board Meetings - continued
During financial year 2024, the Board of Directors of the Company held seven Board
Meetings which were attended as per below.
Martin Galea (Chairman) (NED, I)7
Antoinette Caruana (NED, I)6
Gordon Cordina (NED , I)5
Jose Maria del Pozo (NED)6
Jose-Luis Jimenez (NED)3
Eduardo Perez de Lema (NED - appointed as from 1 January 2024)*6
Etienne Sciberras (NED)7
Godrey Swain (NED, I)6
Paul Testaferrata Moroni Viani (NED, I)6
NED – Non-executive Director
I – Independent
* With regulatory approval as from 4 June 2024;
The MMS CEO attended all the Board meetings by invitation.
Moreover, during 2024 a Board Briefing was also held in order to provide the Directors with
more detailed information on the subject matter identified as well as to allow opportunity for
deeper discussions of pertinent issues. The focal point of the Directors’ Briefing in October
was to carry out an in-depth review of the developments in the Strategic projects over the
three-year plan culminating in 2024 and to discuss the first draft of the new Strategic Plan for
the period 2025 to 2027 including the relative Budget requirements.
Principle 6 – Information and Professional Development
Although no Induction Briefing was delivered in 2024 as the only Director newly appointed
to the Company's Board had been an employee of the MAPFRE Group since 1993 and a
Board Director of MAPFRE Espana since 2019 and thus familiar with the strategy and
operations of the MAPFRE Group in Malta, this was an exception to the general rule. In all
other cases where a new Director is appointed a formal and structured induction programme
consisting in a series of presentations and meetings with members of the Management team
of the Company is conducted to enable new incumbents to familiarise themselves with the
Company’s strategy, risk appetite and operations. New Directors also receive a MAPFRE
Corporate comprehensive guide that includes, amongst others, Directors’ duties and
responsibilities.
15
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
Corporate Governance Statement - continued
2. Compliance with the Code - continued
Principle 6 – Information and Professional Development - continued
During 2024 the members of the Company's Board continued to benefit from the MAPFRE
Group structured Board training and development programme including a full on-line
training schedule available for subscription covering twelve sections with a range of topics
ranging from Operational to Technical and Risk to AML matters. The key objective of the
programme is to contribute to the continued professional development of the Directors and
the Board’s collective awareness of corporate governance, solvency, insurance finance,
strategy and operations. 
Moreover, Directors are at liberty to take independent professional advice on any matter at
the Company’s expense where they deem it necessary in order to better discharge their duties
as Directors and have open access to the advice and services of the Office of the Company
Secretary and that of all other Chief Officers. The Company Secretary remains mindful at all
times of the responsibility of ensuring adherence to Company policies, Board procedures as
well as the facilitation of continual and consistent information flow within the Board and its
Committees. 
The CEO is appointed by and enjoys the full confidence of the Board and ensures that
systems are in place to cater for, amongst others, consistent and continuous support and
monitoring of Management, development and training of employees and Directors, as well as
succession planning, as required by the provisions of principle 6.4 of Appendix 5.1 of the
Capital Markets Rules. The CEO, although responsible for the recruitment and selection of
Senior Management, consults with and acts on the advice of the Remuneration Committee
and the Board generally relative to appointments and succession for Senior Management.
Training (both internal and external) of management and employees is prioritised and is
implemented through the Human Resources Department. Several training sessions, both on-
line and live, were also held on various topics during the course of 2024 including on Cyber
Security, Inclusion, Mental Health and Environmental, Social and Governance (ESG)
Awareness.
Indeed during 2024 the Company ran an intense and specialised training initiative for the
CEO, Chief Officers and Heads in conjunction with external specialists referred to as the
Transformational Leadership Programme. The Programme represented a significant
investment in the leadership team intended to boost collaboration, competence and encourage
positive transformation across the Management team with initiatives including individual and
team coaching sessions commencing in Q4 2023 and set to run over a period of eighteen
months.
16
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
Corporate Governance Statement - continued
2. Compliance with the Code - continued
Principle 7 – Evaluation of the Board’s Performance
During the year under review, the Board once again undertook an evaluation of its own
performance, the Chairman’s performance and that of its Committees. The evaluation was
not conducted externally, but rather, the evaluation exercise was conducted through a Board
Effectiveness Questionnaire prepared by the Compliance Function in cooperation with the
Company Secretary and the Chairman. The outcome of the exercise was summarised into a
Report based on the replies of each individual Director that was then submitted to the
Chairman before being circulated amongst all Board members. The Report was then
discussed during an informal meeting amongst the Directors and the Company Secretary and
an action plan developed and committed to address gaps identified. 
No requirement for material changes in the governance structure or processes resulted from
this evaluation exercise, however, the emerging action points and recommendations were
implemented within 2024 as co-ordinated by the Company Secretary and overseen by the
Chairman.
Principle 8 – Committees
The activities of the Board and of the Company’s Senior Management team are additionally
supported by the Company’s Board Committees structured in such a way so as to assist in the
guiding and monitoring of particular business processes and specific governance issues. The
said Board Committees are the Audit Committee, the Risk and Compliance Committee, the
Investments Committee and the Remuneration Committee.
The Terms of Reference of all the Board Committees have been set out and approved by the
Board of Directors and by the MFSA. 
Audit Committee
The Audit Committee’s terms of reference are modelled on the recommendations of statutory
directives, the Capital Markets Rules and the principles of Corporate Governance, whilst also
reflecting the provisions of the relevant MAPFRE Group principles. The responsibilities of
the Audit Committee include the following:
• monitoring of the financial reporting process
• monitoring of the independence and effectiveness of the Company’s internal control,
internal audit and risk management systems
• monitoring of the audit of the annual and consolidated accounts
• maintenance of communication on such matters between the Board, management, the
external Auditors and the internal Auditors
• making of recommendations to the Board in relation to the appointment of the
external Auditor and the approval of the remuneration and terms of engagement of the
external Auditor following appointment by the Shareholders in general meeting
17
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
Corporate Governance Statement - continued
2. Compliance with the Code - continued
Principle 8 – Committees - continued
Audit Committee - continued
• monitoring and reviewing of the external Auditor’s independence and in particular the
provision of additional services
• development and implementation of a policy on the engagement of the external
Auditor to supply non-audit services
• reviewing of actuarial reports
• management of financial risks
• analysis and endorsement of the Annual Internal Audit Plan
• arm’s length nature of related party transactions and
• oversight over the statutory audit process including the setting of the relative fees in
discussion with the external auditors in accordance with the provisions of the
Statutory Regulations governing statutory audits of public interest entities within the
European Union.
The Committee generally protects the interests of the stakeholders and the shareholders in
particular and assists Directors in ensuring the accuracy of the Company’s financial results
and reporting. It ensures that the Company’s accounting and finance function are robust and
transparent, advises the Board on financial reporting in terms of both the financial statements
and announcements relative to performance and also has oversight of the Internal Audit
Function to ensure adequate resources, independence and follow up on any pertinent audit
recommendations. 
In regard to the latter, Internal Audit is an independent appraisal function established to
examine and evaluate the activities of the Company and its subsidiaries. The Internal Auditor
reports to the Audit Committee and attends its meetings. The Internal Auditor is charged by
the Audit Committee with the conducting of business process risk-based audits aimed at
assessing the adequacy of controls and business process efficiency. The Internal Audit Area
also liaises closely with the MAPFRE Group Internal Audit Area to this end.
The Audit Committee moreover ensures co-operation between the internal and external
auditors of the Company.
Furthermore, although no such instances arose within 2024, the Audit Committee also
reviews related party transactions, considering their nature and materiality and approves them
if it deems fit, as well as overseeing the implementation of the Company’s Whistleblower
Policy. 
18
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
Corporate Governance Statement - continued
2. Compliance with the Code - continued
Principle 8 – Committees - continued
Audit Committee - continued
The composition of the Company’s Audit Committee is regulated by the Capital Markets
Rules and the Malta Financial Services Authority is kept informed as to any changes in its
composition. In terms of Capital Markets Rule 5.117.3, Jose Maria del Pozo and Martin
Galea are the members of the Audit Committee with the necessary qualifications, experience
and knowledge to render them competent in accounting and auditing. Jose Maria del Pozo
having held the position of Chief Financial Officer of the MAPFRE Group since 2018 and a
consultant professor for accounting and financial analysis, while Martin Galea is qualified in
accounting and audit with years of experience in company management.
Godfrey Swain was appointed re-appointed for a second term as Chairman of the Audit
Committee by the Board of Directors in accordance with Capital Markets Rule 5.117.4 as of
30 April 2024.  Of the four Directors making up the Audit Committee, three are considered
Independent Directors in accordance with the criteria set out in Capital Markets Rule 5.119.
The Audit Committee held seven meetings during 2024. In accordance with Capital Markets
Rule 5.117.2, three out of four members are considered independent in line with the criteria
set out in Capital Markets Rule 5.119. These are Godfrey Swain, Antoinette Caruana and
Martin Galea. The Audit Committee members and relative attendance at meetings is listed
below.
Godfrey Swain (Chairman)            7
Antoinette Caruana                                                                            6
Martin Galea                                                                                      7
Jose Maria del Pozo                                                                            6
In accordance with Capital Markets Rule 5.118, the Board considers the four Audit
Committee members as having the required competence individually and jointly as a
Committee, due to their professional background and experience in the financial sector, as
well as in other sectors, including the insurance sector, at both national and international
level.
The CEO, the Chief Financial Officer and the Internal Auditor, amongst other members of
Management, attend the Audit Committee meetings by invitation. The Whistleblower
Reporting Officer reports to the Audit Committee as and when required. The external
auditors are invited to attend meetings of the Audit Committee and are entitled to convene a
meeting of the Committee if they consider that it is necessary. The Company Secretary also
acts as Secretary to the Audit Committee.
19
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
Corporate Governance Statement - continued
2. Compliance with the Code - continued
Principle 8 – Committees - continued
Audit Committee - continued
The Chairperson of the Audit Committee reports to the Board at every Board meeting
providing a summary of the salient matters discussed at Committee level thus ensuring
transparency and fostering communication and continuity between the said Board Committee
and the other members of the Board.
Risk and Compliance Committee
The Board has responsibility for the Company's overall approach to strategic decision-
making and effective risk management (financial and non-financial including reputational).
Thus the Board exercises oversight of risk and how it is managed with appropriate
accountability to stakeholders.
The Risk and Compliance Committee has a two-fold function: it assists the Board in
overseeing the Company’s compliance with the obligations imposed by legislation, codes,
rules and regulations, relevant to the Company and its business; and it maintains oversight for
review and proper implementation of the Company’s Risk policies and assessing and
advising the Board on high-level risk-related matters, including the different types of Risk
which the Company and its subsidiaries may be exposed to from both a financial and non-
financial perspective.
To this end the Committee ensures that the Company’s strategy and risk appetite are aligned
and monitors the stress testing framework, governance and internal control structures.
Furthermore, the Committee approves the annual plan for the Compliance Function and is
updated at every meeting on progress in relation to the said plan and other matters referring
to regulatory compliance risk including the relationship with the Company’s Regulator.
The Money Laundering Reporting Officer, the Complaints Officer and the Anti-Fraud
Officer report directly to this Committee. The Money Laundering Reporting Officer and the
Compliance Officer of the subsidiary companies Bee Insurance Management Ltd. and
EuroMed Risk Solutions Ltd. also report to this Committee at every meeting.
The Risk and Compliance Committee held six meetings during 2024. The Committee, as re-
elected during the Board Meeting held after the AGM on 30 April 2024, comprised the
following members and their relative attendance at the meetings held were as detailed:
Martin Galea (Chairman)                                                      6
Diane Bugeja                                                                          5
Jose Maria del Pozo                                                                3
Etienne Sciberras                                                                    6
20
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
Corporate Governance Statement - continued
2. Compliance with the Code - continued
Principle 8 – Committees - continued
Risk and Compliance Committee - continued
The CEO, the Chief Financial Officer, the Chief Compliance Officer and the Chief Risk
Officer, amongst others as may be required, attend the Committee meetings by invitation.
The Company Secretary also acts as Secretary to the Committee.
The Chairperson of the Risk and Compliance Committee reports to the Board at every Board
meeting providing a summary of the salient matters discussed at Committee level thus 
ensuring transparency and fostering communication and continuity between the said Board
Committee and the other members of the Board.
Investment Committee
The Investment Committee is a joint Committee composed of Directors of the Company and
Directors of its subsidiary MAPFRE MSV Life p.l.c.. The Investment Committee oversees
the investment activities of the Company and its subsidiaries, executes its policies and
guidelines, scrutinises and approves material transactions and monitors results.
Although the Investment Committee meets on a monthly basis the business of the Company
was discussed at three meetings during 2024. The Committee members and relative
attendance to meetings is listed below.
Simon Azzopardi   
3
Romeo Cutajar (Chairman)   
3
Jose-Luis Jimenez       
-
Jose Maria del Pozo 
1
Javier Moreno   
3
Patrick Spiteri Swain   
2
Godfrey Swain
1
Paul Testaferrata Moroni Viani 
3
The CEO of the subsidiary MAPFRE MSV Life p.l.c., the Chief Financial Officer both of the
Company and of its subsidiary MAPFRE MSV Life p.l.c., the MAPFRE Regional Chief
Financial Officer, amongst others as may be required, attend the Committee meetings by
invitation. The Company Secretary of the subsidiary MAPFRE MSV Life p.l.c. acts as
Secretary to the Committee.
Remuneration Committee
The Board of Directors approves the remuneration of Directors and Chief Officers on the
recommendation of the Remuneration Committee. The maximum aggregate directors’
emoluments are established and approved by the shareholders during General Meetings as
and when required.
21
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
Corporate Governance Statement - continued
2. Compliance with the Code - continued
Principle 8 – Committees - continued
Remuneration Committee - continued
Further detail on the various aspects of how the Company remunerates its employees, the
workings of this Committee and information relative to its’ meetings in 2024 are considered
in the Remuneration Statement and Report to the Shareholders. 
The Remuneration Committee held five meetings during the period under review and the
attendance was as follows:
Antoinette Caruana (Chairperson)
5
Gordon Cordina
5
Martin Galea
5
The CEO for MAPFRE Middlesea p.l.c., the CEO for MAPFRE MSV Life p.l.c., the Chief
Officer, Human Resources for MAPFRE Middlesea p.l.c., amongst others as may be
required, attend the Remuneration Committee meetings by invitation. The Company
Secretary also acts as Secretary to the Committee.
The 2024 Annual Report includes a separate Remuneration Statement in terms of Code
Provisions 8.A.3 and 8.A.4 and Remuneration Report in terms of Code Provision 12.26K.
Principle 9 – Relations with Shareholders and with the Market
The Company recognises the importance of maintaining a dialogue with its shareholders and
of keeping the market informed to ensure that its strategies, as well as performance, are not
merely transparent but also understood. The Board is of the view that during the period under
review the Company has communicated effectively with the market through a number of
company announcements and press releases.
The Company also communicates with its shareholders through the Company’s Annual
General Meeting (‘AGM’) concerning which further detail is provided under the section
entitled General Meetings. The Chairman ensures that all relevant individuals including the
Chairpersons of the Board Committees are present at the AGM to answer any questions as
may arise.
Apart from the AGM, the Company communicates with its shareholders through the Annual
Report, as available for review and downloading from the Company’s website. The
Company’s website (https://www.mapfre.com.mt) also contains information about the
Company and its business, including the six-monthly financial statements and all issued
company announcements together with a section entirely dedicated to investor relations for
the benefit of all Shareholders and the general public. 
22
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
Corporate Governance Statement - continued
2. Compliance with the Code - continued
Principle 9 – Relations with Shareholders and with the Market - continued
Furthermore, the Chairman ensures that constant and consistent communication is maintained
with all stakeholders including the shareholders to discuss matters of significant importance
or to address particular issues or concerns. To this end, the Chairman and CEO maintain open
dialogue with the major shareholders and the Chairman, CEO and Company Secretary hold
an annual meeting with representatives of the Malta Association of Small Shareholders to
discuss various matters in the interests of the minority shareholders.
Individual shareholders can raise matters relating to their shareholding and the business of the
Company at any time throughout the year via the Office of the Company Secretary, a facility
which is well availed of and functions very well in practice. Shareholders are also given the
opportunity to ask questions at the AGM or submit written questions in advance and the
Company recognises their statutory right to request the convening of an extraordinary general
meeting in accordance with Article 52 of the Articles of Association of the Company and
Article 129 of the Companies Act (Cap. 386 of the Laws of Malta). 
Principle 10 – Institutional Shareholders
The Company’s Institutional shareholders keep the market updated on issues related to their
respective companies through company announcements and press releases and their web site.
During the year under review, the Company issued various press releases related to the
controlling shareholder, namely MAPFRE S.A, in connection with the latter’s operations
abroad. The other institutional shareholder, namely Bank of Valletta plc, is a listed company
on the Malta Stock Exchange and consequently a steady flow of information is maintained as
aforementioned. In addition, the six monthly and annual results include a section on the
insurance interests of institutional shareholders.
Principle 11 – Conflicts of Interest
The Directors are strongly aware of their responsibility to act in the interest of the Company
and its stakeholders including its shareholders at all times, irrespective of whom appointed
them to the Board, and of their obligation to avoid conflicts of interest. During the period
under review, the Board maintained its practice that in the event of a real or potential conflict
of interest arising in respect of a Director in connection with any transaction or other matter,
the interest is to be declared and the individual concerned shall refrain from taking part in
proceedings or decisions relating to the matter. The Board minutes evidence such
declarations as and they arise.
In accordance with the MAPFRE Corporate Governance Policy and the Policy for Managing
Conflicts of Interest, a Director is to avoid situations in which he could have a conflict of
interest, whether direct or indirect, actual or potential, with the interest of the Company and
shall ensure that personal interests of any nature do not take precedence over the interests of
the Company and its stakeholders.
23
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
Corporate Governance Statement - continued
2. Compliance with the Code - continued
Principle 11 – Conflicts of Interest - continued
The Company also has an Internal Code of Conduct Relating to Listed Securities addressed
to all directors and selected officers of the Company and its Subsidiary undertakings.  The
aim behind this Code is to ensure compliance with the Prevention of Market Abuse
Regulatory Framework as well as the recommendations and principles contained in the
Capital Markets Rules. The Company keeps a record of all advance notices received in
connection with permitted dealings by directors and selected officers and acknowledgements
of such advance notices. The Company reminds all Directors and senior officers of their
obligation to conform to the Code on an annual basis.
As required by principle 11.3 of Appendix 5.1 of the Capital Markets Rules a Directors’
beneficial interest in the share capital of the Company as at 31 December 2024 has been
declared by Paul Testaferrata Moroni Viani stemming from his indirect shareholding in the
Company’s shares through his shareholding in family businesses. 
Principle 12 – Corporate Social Responsibility
During 2024, MAPFRE Malta once again met its CSR objectives collaborating with a
number of different entities to organize several activities, ranging from food and blood
donations, environmental activities and donations to various charitable organisations and
NGOs. Caritas, Hospice, Puttinu Cares, Dar Bjorn, Dar il-Kaptan and YMCA were some of
the beneficiaries of these donations to mention a few.
As per previous years, Fundación MAPFRE allocated over €150,000 for projects in Malta in
various areas including road safety awareness, health campaigns and social actions.
Moreover, the Foundation has collaborated with Caritas Malta, supporting an Adventure
Therapy Cycling Project in order to provide therapeutic outdoor activities for adolescents
dealing with substance abuse issues. Throughout 2024, Fundación MAPFRE also continued
in their efforts to generate awareness towards road safety measures by contributing to the
education of young adults and the public in general in this regards. Besides its ongoing
campaign in collaboration with Malta Public Transport, Ministry of Education  and the Road
Safety Council, Fundación MAPFRE teamed-up with Doctors for Road Safety (D4RS), who
share the same concerns on this important immediate national issue.
MAPFRE Malta also joined the fight against breast cancer with a variety of awareness-
raising activities through their #ThinkPink campaign, as well as by collaborating with the
Action for Breast Cancer Foundation as per previous years.
24
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
Corporate Governance Statement - continued
3.Non-compliance with the code
Principle 3 – Composition of the Board
The Code recommends that the Board of Directors be composed of executive and non-
executive Directors, including independent non-executives. The Company’s Board, as
explained in Section 2 – Principle 3 of this Statement, is composed exclusively of non-
executive Directors. The appointment of Directors to the Board is a matter reserved
exclusively to the Company shareholders (except in the case of the filling of a casual
vacancy) and each Director retires from office at the AGM. Therefore, the composition of the
Board of Directors is determined by the shareholders during the AGM. Moreover the CEO of
the Company attends and reports during all meetings of the Board and various Senior
Managers attend by invitation to report on salient matters thereby ensuring a constant and
effective flow of information between the Company’s Management and Board of Directors.
Principle 4 – The Responsibilities of the Board
Code Provision 4.2.7 recommends: “the development of a succession policy for the future
composition of the Board of Directors and particularly the executive component thereof, for
which the Chairman should hold key responsibility”.
Regard being had to the non-executive role of the Company’s Directors and in view of the
facts explained above, particularly that the appointment of Directors is a matter reserved
exclusively to the Company’s shareholders and that every director retires from office at the
Annual General Meeting, the Company has not felt the necessity to date to formalise a
succession policy for the Board of Directors. That said, the Company and its Board remain
mindful of the recommendation and this view would potentially be re-visited in the event of a
change in Board composition or other circumstances.
Insofar as the management of the Company, the Human Resources Area maintains a
succession plan for the key executives which plan is monitored and discussed by the
Remuneration Committee as aforementioned.
Principle 7 – Evaluation of the Board’s Performance
Code Provision 7.1 recommends: “the Board should appoint a committee chaired by a non-
executive Director in order to carry out a performance evaluation of its role”.
As explained above the Board has not appointed a specific committee to carry out a
performance evaluation but has rather opted to have an annual performance evaluation
exercise carried out under the auspices of the internal Compliance Area through the
compilation of a Board Effectiveness Questionnaire by each individual Director.
25
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
Corporate Governance Statement - continued
3.Non-compliance with the code - continued
Principle 7 – Evaluation of the Board’s Performance - continued
The questionnaire is particularly robust and is structured into eight sections with a total of 63
statements covering several aspects of Board membership including the understanding of the
workings of the Board and its Committees, the Company’s products and services, distribution
channels, strategy and risk, as well as governance, training requirements, subsidiaries and
contingent liabilities.  Directors are also invited to elaborate further on any of the statements
at the end of the questionnaire.
An objective and independent report as to the overall outcome of the findings is then drawn
up by the Compliance Area and shared with the Chairman to co-ordinate further individual or
group discussion with the Directors based on the replies. In 2024 a group discussion of the
final report was facilitated by a specific off-site meeting presided over by the Chairman and
recommendations were noted for implementation by the Company Secretary.
For these reasons the process is deemed to be comprehensive and sufficient to meet the
intended aims.
Principle 8B – Nomination Committee
Pursuant to the Company’s Articles of Association and as aforementioned the appointment of
Directors to the Board is reserved exclusively to the Company’s shareholders, in line with the
general commercial practice in Malta.  Shareholders holding 11% or more of the issued
shares are entitled to appoint one director for every 11% holding, whilst the other
shareholders are entitled to appoint the remaining Board members at the Annual General
Meeting in accordance with the provisions of the Articles of Association.
Thus the Company considers that the procedure is already sufficiently defined and the
requirements of transparency are also well-met without the need for the establishment of a
formal Nomination Committee.
Principle 9 – Relations with Shareholders and with the Market
Code Provision 9.3 recommends the Company having a mechanism in place to resolve
conflicts between minority shareholders and controlling shareholders.
The Board is mindful of its duty to act in the interest of all stakeholders, independent of
whom appoints them and the balance between the interests of all shareholders is of
paramount consideration at all times. To this end the Board seeks to make available a fair,
balanced and understandable assessment of the Company's position and prospects, publish all
relevant information on its web site and ensures there are channels to receive feedback from
stakeholders including shareholders.
26
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
Corporate Governance Statement - continued
3.Non-compliance with the code - continued
Principle 9 – Relations with Shareholders and with the Market - continued
To this end, although the Company does not have a specific mechanism in place there is open
dialogue between Management and all the non-Executive Directors of the Company. The
Company also ensures a good relationship with the Malta Association for Small Shareholders
maintaining an open-door policy with them, as well as with any individual shareholders who
may be interested in making direct submissions to the Company, through the Office of the
Company Secretary.
In light of this, and as the Company is mindful of the protection granted to minority
shareholders in terms of the Companies Act (Cap. 386 of the Laws of Malta) by which it
would necessarily be bound to abide, the Company is of the opinion that no formal
procedures to resolve conflict between minority and controlling shareholders are necessary at
this stage.
Internal Control and Risk Management System
This information is being provided in terms of Capital Markets Rule 5.97.4.
While authority to manage the daily business of the Company is delegated to the CEO within
the limits set by the Board, the Board is ultimately responsible for the Company’s internal
control systems and for ensuring their effectiveness. Such systems are designed to manage,
rather than eliminate, the risks associated with achieving business objectives and can only
provide reasonable (as opposed to absolute) assurance against material misstatement or loss.
27
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
Corporate Governance Statement - continued
3.Non-compliance with the code - continued
Internal Control and Risk Management System - continued
The Company manages its internal risk through the ‘three lines of defence’ approach,
ensuring achievement of commercial aims while continuing to meet all legal and regulator
requirements. These then feed into the Board through the Audit Committee and the Risk and
Compliance Committee in order for the Board to maintain oversight of the processes and
procedures ensuring the effectiveness of the systems of internal control.
The key features of the Company’s systems of internal control are as follows:
Organisation - The Company has clear reporting lines from the Boards of Directors of
subsidiary and associated companies. The MMS Chairman is also kept informed as to the
operations of the subsidiary companies either by sitting directly on the respective Boards or
through the other Company Directors and Senior Management who sit on the Company and
subsidiary boards, Management and Operational Committees.
Risk Identification - The respective Management of each of the Group companies is
responsible for the identification and evaluation of key risks applicable to their areas of
business.  The Board reviews its Risk Management policies and strategies and oversees their
implementation to ensure that identified key risks are properly assessed and managed. The
risk based nature of the Solvency II regime requires the company to have an effective risk
management system in place to identify, measure, manage, monitor and report on the main
risks which could impact the entity. This process is embodied in the annual ORSA (Own
Risk and Solvency Assessment) process. Expert judgements, stress testing and sensitivity
analysis are important elements in the Company’s risk identification framework embedded in
the ORSA process. The ORSA report is submitted to the competent Authority on an annual
basis after approval of the Risk and Compliance Committee and ultimately of the Board of
Directors.
Reporting - Functional, operating and financial reporting standards are applicable to all
entities of the Group. Systems and procedures are in place to identify, control and report on
the major risks. The Board receives periodic management information giving comprehensive
analysis of financial and business performance including variances against budgets.
General Meetings
This information is being provided in terms of Capital Markets Rule 5.97.6. 
The General Meeting is the Company’s most supreme decision-making organ and its
functions are governed by, and conducted in accordance with, the Company’s Articles of
Association.  The General Meeting is called with not less than twenty-one days’ notice in
writing.  In addition to any matters which are deemed to constitute ’special business’, the
annual general meeting deals with matters of a recurring nature namely, the declaration of a
dividend, the consideration of the accounts, statement of financial position and reports of the
directors and auditors, the election of directors, the appointment of  the auditors and the
28
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
Corporate Governance Statement - continued
General Meetings - continued
authorisation of the directors to set their remuneration. The Memorandum and Articles of the
Company may be amended by means of an extraordinary resolution (as defined in the
Articles) of the Company during general meetings.
The Board of Directors is responsible for developing the agenda for the AGM and sending it
to the shareholders.
Shareholders’ rights can be exercised in accordance with the Articles of the Company, the
Companies Act and the Capital Markets Rules. Accordingly, all shareholders registered in the
Shareholders’ Register on the Record Date as defined in the Capital Markets Rules, have the
right to attend, participate and vote in the general meeting. A shareholder or shareholders
holding not less than 5% of the nominal value of all the shares entitled to vote at the General
Meeting may request the Company to include items on the agenda of a General Meeting and /
or table draft resolutions for items included in the agenda of a general meeting. Such requests
are to be received by the Company at least forty-six days before the date set for the relative
General Meeting.
A shareholder who cannot participate in the General Meeting can appoint a proxy by written
or electronic notification to the Company. Every shareholder represented in person or by
proxy is entitled to ask questions which are pertinent and related to items on the agenda of the
General Meeting and to have such questions answered by the Directors or such persons as the
Directors may delegate for that purpose.                                             
In 2024 the Company held its AGM on 30 April to enable active participation by all those
having an interest in doing so and to allow the shareholders proper opportunity to engage
with the Company Directors and members of Management.
Signed by Martin Galea (Chairman) and Antoinette Caruana (Director) on the 25 March
2025.
29
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
Remuneration Statement and Report of the Remuneration Committee to
the Shareholders
1. Terms of Reference and Membership
In accordance with Section 8A of The Code of Principles of Good Corporate Governance
(Appendix 5.1 of the Capital Markets Rules under Chapter 5 on Continuing Obligations), the
Remuneration Committee ('the Committee') of MAPFRE Middlesea p.l.c. ('MMS' or 'the
Company') hereby submits its Remuneration Statement and Report to the shareholders of
MMS.
The Committee’s main task, in accordance with its Terms of Reference, is to ensure that the
MMS Remuneration Policy is implemented and to propose appropriate remuneration
packages for Directors and Chief Officers in accordance therewith. The Remuneration
Committee also monitors the level and structure of the remuneration packages for Directors
and Chief Officers based on the information presented by Management from time to time.
As at 1 January 2024, the Committee Members were Antoinette Caruana (Chairperson),
Martin Galea and Gordon Cordina. These individuals stood for re-election as Directors at the
Company's Annual General Meeting ("AGM") held on the 30 April 2024 and, at the Board
meeting held directly after the AGM, the said individuals were again appointed as members
of the Remuneration Committee. Antoinette Caruana was once again appointed Chairperson.
All the Committee Members are non-Executive Directors of MMS with no personal financial
interest as recommended by Code provision 8.A.1. The MMS President & Chief Executive
Officer ("CEO"), Javier Moreno, the MAPFRE MSV Life p.l.c (MMSV) Chief Executive
Officer, Etienne Sciberras and other members of senior management, including Ines Silva in
her capacity as Chief Officer Human Resources for both companies, were invited to attend
the Committee meetings held throughout the year as and when required. The Company
Secretary, Dr Daphne Sims Dodebier, acted as the Secretary to the Committee.
Code provision 8.A.1 recommends that an independent non-Executive Director (NED) chair
the Committee and indeed Antoinette Caruana is an independent NED. Nonetheless, the
Committee takes decisions by the unanimous agreement of its Members further to open and
transparent discussions. 
30
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
Remuneration Statement and Report of the Remuneration Committee to
the Shareholders - continued
2. Meetings
The Remuneration Committee held five meetings during the period under review and the
attendance was as follows:
MemberAttended
Antoinette Caruana (Chairperson)  5
Gordon Cordina    5
Martin Galea                            5
The Committee determined and/or discussed the following matters:
• Senior Management Appointments:
• HR Reports;
• Proposed Performance Bonus Pay-Out for FY2023 & Salary increase for 2024;
• 2024 Management by Objectives Variable remuneration framework;
• Collective Agreement Amendments;
• Implementation of the Transformational Leadership Programme;
• Succession Planning;
• Outcome of the eNPS 2024 Survey;
• Remuneration Statement for the Annual Report
3.    Remuneration Statement
a. Remuneration Policy - Senior Management
The MMS Remuneration (also sometimes referred to as Compensation) Policy framework is
set by the Board of Directors acting through the Remuneration Committee. It is based on the
guidelines and principles contained within the MAPFRE Group Compensation Policy which
was most recently approved by the majority of shareholders during the MAPFRE Middlesea
p.l.c Annual General Meeting held on 28 April 2023.
The Committee reviews and approves the individual remuneration arrangements for Senior
Management, namely, the CEO, the Chief Financial Officer, the Company Secretary, the
Chief Officers and the Internal Auditor. 
The Committee has access to both internal and independent external advice on remuneration
matters as and when required.
31
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
Remuneration Statement and Report of the Remuneration Committee to
the Shareholders - continued
3.    Remuneration Statement - continued
a. Remuneration Policy – Senior Management - continued
The Committee deems the current Senior Management remuneration packages to be in line
with the local market equivalents and holds them to be fair, reasonable and commensurate to
the responsibilities involved. The Committee also believes that the remuneration packages
are such as to enable the Company to attract, retain and motivate employees having the
appropriate skills and qualities to ensure the proper management of the organisation.
There have been no significant changes to the Company’s Remuneration Policy for Senior
Management during the financial year under review. The Pension Scheme implemented in
the second half of Financial Year 2022 continues with good take up from employees. 
As previously explained, the Pension Scheme is voluntary and intended to provide employees
with an opportunity to build up their retirement savings during their employment. All
employees of the Company, including Senior Management, but excluding Directors, are
eligible to be enrolled in the Pension Scheme, provided that they have been in employment
with the Company for at least two years. Those employees who opt to participate in the
Pension Scheme, determine their own monthly contribution between the minimum and
maximum amounts established by the Pension Scheme’s Terms and Conditions. In return, the
Company then makes contributions into the accounts of these employees who would have
opted to participate in the Pension Scheme and contributes twice the amount contributed by
the employee subject to a maximum based on duration of service, which is also established in
the Pension Scheme’s Terms and Conditions. Please refer to Note 11 in the Financial
Statements for further information with regard to the contribution made by the Company for
Financial Year 2024 relative to the said Scheme.
The performance appraisal system underpinning the Company’s remuneration structure as
implemented in 2013 and the performance bonus scheme implemented in 2014 also
continued to apply in 2024, with the latter being reviewed and further enhanced as necessary
on an annual basis.
The said performance bonus scheme is still based on the achievement of Group, Company
and Departmental objectives and was further enhanced in 2019 to give some weight to the
adherence to Corporate Values. In Financial Year 2020 the performance appraisal system was
upgraded to a new tool which allows for the generation of 360 degree feedback between
peers and internal clients and continuous communication between employees and their direct
managers throughout the year making the performance evaluation a lot more holistic.
32
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
Remuneration Statement and Report of the Remuneration Committee to
the Shareholders - continued
3.    Remuneration Statement - continued
a. Remuneration Policy – Senior Management - continued
The terms and conditions of employment for Senior Management are set out in their
respective contracts of employment.  In principle, these contracts do not contain provisions
for termination payments or other amounts linked to early termination nor have there been
any cases of early termination in practice. Share options, pension benefits and profit sharing
are not part of the MMS Remuneration Policy for Senior Management. Indeed Senior
Management, is not entitled to any compensation of a variable nature except the performance
bonuses set out hereunder.
The MMS CEO is eligible for an annual bonus entitlement calculated with reference to the
attainment of pre-established objectives and targets as recommended by the Remuneration
Committee and approved by the Board of Directors.
Insofar as the performance bonus for Senior Management as aforementioned, this is
calculated in accordance with the percentage achievement of the Group and Departmental
objectives referred to above. The performance bonus is inter alia approved by the
Remuneration Committee and  determined in accordance with the performance appraisal
process. No supplementary pension or other pension benefits are payable to Senior
Management. Additionally, in 2022, a right of clawback was introduced in the Remuneration
Policy for Key Staff where, if the relevant Variable Remuneration attains one of two
quantitative criteria, 30% of the applicable Variable Remuneration would be deferred over
three years to provide for the potential of such clawback..
Both in the case of the MMS CEO and for Senior Management, the Remuneration Committee
is of the view that the proportion of fixed remuneration to performance bonus is also
reasonable and appropriate.
Non-cash benefits to which Senior Management are entitled include the use of a company car
and health insurance. The death-in-service benefit also forms part of the non-cash benefits
and the same terms are applicable to all other Company employees.
Total emoluments received by Senior Management during Financial Year 2024 are deemed
to be of a commercially sensitive nature and are thus not being disclosed in this Report in line
with Code Provision 8.A.6.
b. Remuneration Policy – Directors
As at 31 December 2024, the Board of Directors of MAPFRE Middlesea p.l.c. was composed
of nine non-Executive directors.  Three Directors, namely Eduardo Perez de Lema, Jose-Luis
Jimenez and Jose Maria del Pozo, did not receive a fee in accordance with the established
policy of the MAPFRE Group with which they are employed and which appointed them.
Etienne Sciberras also did not receive a fee since during Financial Year 2024 he occupied the
position of Chief Executive Officer of MAPFRE MSV Life p.l.c. (a subsidiary of MMS). 
33
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
Remuneration Statement and Report of the Remuneration Committee to
the shareholders - continued
3. Remuneration Statement - continued
b. Remuneration Policy – Directors - continued
Based on the recommendations of the Committee, the current Directors’ fees, for each
Director as applicable, and as approved by the Board are as follows:
Directors’ Fees including Board Committees as applicable
Chairman€60,000 per annum (2023: €60,000)
Other Directors (per Director)€40,000 per annum (2023: €40,000)
Audit Committee Fees
Chairman€7,000 per annum (2023: €7,000)
Member (per member)€5,000 per annum (2023: €5,000)
Subsidiary Fees
Chairman€7,000 per annum (2023: €7,000)
Member (per member)€5,000 per annum (2023: €5,000)
None of the Company’s Directors had any service contracts with either the Company or any
of its subsidiaries as at the end of the Financial Year. 
Directors’ emoluments are established to reflect the responsibility and time committed by
Directors to the affairs of the Company, including the Board Committees of which a Director
may be a member save for the Audit Committee that is additionally remunerated as detailed
above. None of the Directors, in their capacity as Director of the Company and/or Committee
members, are entitled to profit sharing, share options, pension benefits, participation in the
Employee Pension Scheme or any other remuneration.
34
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
Remuneration Statement and Report of the Remuneration Committee to
the Shareholders - continued
3. Remuneration Statement - continued
c.Code Provision 8.A.5
Directors' Emoluments 2024
Fixed Remuneration
Variable Remuneration
Share Options
Others
€249,753
None
None
None
Fees payable to directors in respect of 2024 amounted in total to €249,753 (2023: €264,083).
The emoluments of Senior Management are not being disclosed in line with Code Provision
8.A.6 since these are deemed to be of a commercially sensitive nature. This decision will
continue to be reviewed on an annual basis.
d.Code Provision 12.26K
In addition to the information provided above and with reference to Appendix 12.1 of the
Capital Markets Rules it is noted that the maximum annual aggregate emoluments that may
be paid to the Directors are approved by the shareholders in the General Meeting in terms of
Article 81 of the Company’s Articles of Association. This amount was established by the
Board of Directors after consultation with the MAPFRE Group and based on the guidelines
as set forth in the Compensation Policy relative to the fixing of compensation for the non-
Executive members of the governance bodies having regard to the Company’s financial
situation, profitability and sustainability. The maximum annual aggregate amount was then
confirmed in the total sum of €350,000 per annum at the forty-second Annual General
Meeting held on the 30 April 2024, which has remained consistent since 2018.
The amount paid to each Director by the Company for attendance at meetings of the Board or
of the Board Committees, when due as explained above, is not tied to the Company’s
performance or other performance criteria but is a pre-determined, fixed annual amount as
indicated below:
35
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
Remuneration Statement and Report of the Remuneration Committee to the Shareholders - continued
3. Remuneration Statement - continued
d.Code Provision 12.26K - continued
Director
2024 Fees
€
2023 Fees
€
Percentage Annual Change of Remuneration
%
2023-2024
2022-2023
2021-2022
2020-2021
Martin Galea (NED & Board Chairman)
65,000
65,000
0.00
-10.55
4.81
1.96
Antoinette Caruana (NED)
45,003
45,000
0.00
0.00
4.65
0.00
Gordon Cordina (NED)1
50,000
52,333
-12.28
0.00
n/a
n/a
Jose Maria del Pozo (NED)
nil
nil
n/a
n/a
n/a
n/a
Jose Luis Jimenez (NED)
nil
nil
n/a
n/a
n/a
n/a
Eduardo Perez de Lema (NED from 1
January 2024)
nil
nil
n/a
n/a
n/a
n/a
Etienne Sciberras (NED)2
nil
nil
n/a
n/a
n/a
n/a
Godfrey Swain (NED)
49,750
48,417
2.88
n/a
n/a
n/a
Paul Testaferrata Moroni Viani (NED)
40,000
40,000
0.00
0.00
0.00
(6.98)
Total
249,753
250,750
1The amount includes €50,000 paid to Dr Gordon Cordina as Chairman of the subsidiary Board.
2Total emoluments for 2024 paid to Mr Etienne Sciberras as CEO of MAPFRE MSV Life amounted to €381,492 (2023: €239,530). This amount
includes €60,959 being the value of 70% of the MAPFRE S.A. shares entitlement that were delivered on the 20 March 2025 the value of which
was determined by the closing price on 19 March 2025 of €2.898. The amount does not include the value of  9,015 shares in MAPFRE S.A.
whose value will only be determined when such shares will be delivered over the coming three years.
* Percentage annual change of remuneration were based on annualised remuneration for the years compared, as applicable, to allow for a
meaningful comparison.
36
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
Remuneration Statement and Report of the Remuneration Committee to
the Shareholders - continued
3. Remuneration Statement - continued
d.Code Provision 12.26K - continued
Remuneration paid to Directors as shown in the above table are all fixed in nature and thus
the ratio of fixed and variable remuneration was 100%-0% for both years being reported. The
changes in the total remuneration of Non-Executive Directors is to be considered with the
information included in the table, further down in this report, showing a comparison between
the percentage annual change of remuneration of CEO against company performance metrics
and percentage annual change of the Company’s employees’ average remuneration employed
on a full-time basis equivalent.
None of the Directors and Members of the Board Committees held any service contracts with
the Company or any of its subsidiary undertakings and no Director is entitled to share
options, profit sharing, pension benefits or any other type of emoluments save for the
provision of cover under a Group Life scheme. It is also confirmed that no other fees were
payable or paid to any of the Directors or Committee Members during the financial year
under review.
By reference to Capital Markets Rule 12.2A no other person is deemed to be in charge of the
operations or the activities of the Company, and thus fall within the definition of director,
beyond the members of the Board and the Chief Executive Officer.
In this respect and relative to Appendix 12.1 the total emoluments paid by the Company to
the Chief Executive Officer in office during Financial Year 2024 were as follows:
Financial Year
2024
2023
2022
2021
€
€
€
€
President & CEO
Javier Moreno Gonzalez
Fixed Salary
201,474
191,880
184,500
135,000
Defined pension contribution
63,553
58,601
41,985
30,375
Other fringe benefits
105,831
102,551
106,644
84,262
Total Fixed remuneration
370,858
353,032
333,129
249,637
Variable remuneration
In cash *
244,350
135,674
116,320
97,817
In MAPFRE S.A. shares
  (31,556 shares)**
91,449
—
—
—
Total variable remuneration
335,799
135,674
116,320
97,817
Total remuneration
706,657
488,706
449,449
347,454
Fixed Variable Proportion
52%-48%
72%-28%
74%-26%
72%-28%
37
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
Remuneration Statement and Report of the Remuneration Committee to
the Shareholders - continued
3. Remuneration Statement - continued
d.Code Provision 12.26K - continued
* The amounts are 70% paid immediately after the respective financial year with the
remaining 30% being settled in three equal installments in the following three years.
** The amount is for the 70% of the shares entitlement that were delivered on the 20 March
2025 the value of which was determined by the closing price on 19 March 2025 of €2.898.
The value of the remaining 30% (13,524 shares in MAPFRE S.A.) will be determined based
on the share price when such shares will be delivered over the coming three years.
In respect of Variable Remuneration, deferred or otherwise, paid or pending payment, a
partial or total reduction is possible if particular circumstances arise including in the event of
a restatement of annual accounts other than resulting from a change in legislation and in the
event of fraud. No such occurrence took place in 2024.
Variable remuneration for the CEO is based on Global, Regional and Country results together
with Country premium written targets, with the highest weighting given to the Country
results and premiums respectively.  The main objective of the Group is profitable Growth and
the targets are aligned with such objectives. As part of a Global Group it is expected that as a
Country we contribute towards the profitability of both the Region and the Global Group
results and accordingly part of the variable remuneration is attached to the achievement of the
higher Group results. The achievement percentage follows a set scale going from complete
non-achievement, to pro-rata if not fully achieved, to accelerated achievement if targets are
exceeded. These scales are in line with the Remuneration Policy and approved accordingly
by the Remuneration Committee.
In terms of the requirements within Appendix 12.1 of the Capital Markets Rules, the
following table presents the annual change of remuneration of the CEO, of the Company’s
performance, and of average remuneration on a full-time equivalent basis of the Company’s
employees over the four most recent financial years:
Performance indicators
% Difference
FY2024-
FY2023
% Difference
FY2023-
FY2022
% Difference
FY2022-
FY2021
% Difference
FY2021-
FY2020
Company's profit after tax
6.45%*
59.86%
45.30%
(36.64)%
Company's gross premium written
8.27%
9.88%
8.75%
6.64%
Remuneration of Company's
  President & CEO
44.60%**
8.73%
(2.98)%
1.90%
Company's employees' average
  remuneration on full time
  equivalent
6.98%
1.34%
3.39%
6.44%
Group's employees' average
  remuneration on full time equivalent
4.29%
2.90%
3.01%
5.54%
38
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
Remuneration Statement and Report of the Remuneration Committee to
the Shareholders - continued
3. Remuneration Statement - continued
d.Code Provision 12.26K - continued
* The increase arose mainly from a €1.00 million net dividend received from MAPFRE MSV
Life p.l.c. in 2024 with no comparative. Technical results were generally in line with those of
2023.
** The increase arose mainly from the variable component of the remuneration of the CEO
following the achievement of MAPFRE S.A. long-term targets for the period 2022-2024
becoming payable at the end of 2024. The amount excludes payment by way of 13,524
MAPFRE S.A. shares that can only be determined when the shares are delivered over the
coming three years.
In terms of the requirements within Appendix 12.1 (f) there has been no deviation from the
procedure for the implementation of the remuneration policy as defined in Chapter 12 of the
Capital Markets Rules.
As required by provision 12.26N of the Capital Markets Rules the Company’s auditors have
verified that the information that needs to be included in the Remuneration Report as per
Chapter 12 and Appendix 12.1 of the Capital Markets Rules, has been included.
Signed by Antoinette Caruana (Director and Remuneration Committee Member) on 25
March 2025.
39
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
Statement of profit or loss
Year ended 31 December
Group
Company
2024
2023
2024
2023
Notes
€’000
€’000
€’000
€’000
Insurance revenue
146,692
140,580
99,922
92,869
Insurance service expenses
(112,029)
(91,444)
(78,496)
(68,455)
Net expenses from reinsurance contracts held
(11,840)
(15,844)
(9,096)
(12,247)
Insurance service result
22,823
33,292
12,330
12,167
Interest revenue calculated using the effective
  interest method
5,440
5,222
355
221
Other investment revenue
98,141
176,758
2,245
1,742
Net credit impairment gains/(losses)
9
(22)
1
—
Net investment return
103,590
181,958
2,601
1,963
Net change in investment contract liabilities
(13,131)
(8,194)
—
—
Finance expense from insurance
  contracts issued
(83,192)
(176,871)
(818)
(1,320)
Finance (expense)/income from reinsurance
  contracts held
(515)
(2,227)
182
486
Net financial result
(96,838)
(187,292)
(636)
(834)
Net insurance and investment results
29,575
27,958
14,295
13,296
Other income
1,282
1,903
—
—
Other operating expenses
(6,053)
(5,842)
(3,764)
(3,432)
Profit before tax
24,804
24,019
10,531
9,864
Tax expense
(6,810)
(8,076)
(3,412)
(3,176)
Profit for the year
17,994
15,943
7,119
6,688
Attributable to:
- owners of the Company
12,519
11,309
7,119
6,688
- non-controlling interests
5,475
4,634
—
—
17,994
15,943
7,119
6,688
The Notes on pages 47 to 209  are an integral part of these financial statements.
40
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
Statement of profit or loss and other comprehensive income
Year ended 31 December
Group
Company
2024
2023
2024
2023
Notes
€’000
€’000
€’000
€’000
Profit for the financial year
17,994
15,943
7,119
6,688
Other comprehensive income:
Items that are or may be reclassified
  subsequently to profit or loss
Net gains on investments in debt
  securities measured at FVOCI
163
273
159
287
Debt securities measured at FVOCI
  reclassified to profit or loss on disposal
—
14
—
14
Items that will not be reclassified  to
  profit or loss
Re-measurement actuarial loss on
  provision for other liabilities and charges
(5)
(68)
(5)
(68)
Total other comprehensive income, net of tax
158
219
154
233
Total comprehensive income for the year
18,152
16,162
7,273
6,921
Attributable to:
- owners of the Company
12,677
11,528
- non-controlling interests
5,475
4,634
Total comprehensive income for the year
18,152
16,162
Items disclosed in the statement above are disclosed net of tax.
The Notes on pages 47 to 209 are an integral part of these financial statements.
41
MAPFRE MIDDLESEA p.l.c.
Annual Report - 31 December 2024
Statement of financial position
Notes
Group
Company
As at 31 December
As at 31 December
2024
2023
2024
2023
€’000
€’000
€’000
€’000
ASSETS
Intangible assets
34,411
30,732
10,573
10,391
Property, plant and equipment
17,115
17,183
4,063
4,209
Right-of-use assets
1,702
1,601
1,616
1,509
Investment properties
105,806
105,619
13,712
13,809
Investment in associated undertakings
5,226
23,923
399
403
Investment in subsidiary undertakings
—
—
77,214
77,214
Other investments
2,159,560
2,136,313
19,086
16,290
Deferred income tax asset
2,532
2,118
1,248
1,260
Insurance contract assets
7,080
8,945
—
—
Reinsurance contract assets
11,815
13,359
11,815
13,359
Trade and other receivables
24,457
25,490
19,693
21,189
Current income tax receivable
2,290
7
—
—
Cash and cash equivalents
81,899
47,975
13,908
10,780
Total assets
2,453,893
2,413,265
173,327
170,413
EQUITY
Capital and reserves attributable to
  owners of the Company
Share capital
19,320
19,320
19,320
19,320
Share premium account
688
688
688
688
Other reserves
800
637
34,712
34,553
Retained earnings
75,538
67,524
29,722
27,108
96,346
88,169
84,442
81,669
Non-Controlling Interest
87,169
82,694
—
—
Total equity
183,515
170,863
84,442
81,669
LIABILITIES
Deferred income tax liabilities
14,340
14,079
2,565
2,447
Provisions for other liabilities and charges
889
923
889
923
Insurance contract liabilities
2,027,446
2,063,844
72,968
72,467
Investment contract liabilities
179,685
123,253
—
—
Reinsurance contract liabilities
17,073
15,493
—
—
Derivative financial instruments
6,816
—
—
—
Lease liabilities
1,790
1,661
1,694
1,575
Other payables
19,899
19,349
9,134
9,314
Current income tax liabilities
2,440
3,800