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Statutory and regulatory disclosures

Financial reporting

The Directors have a duty to report to shareholders on the performance and financial position of the Group and are responsible for preparing the financial statements and the supplementary information in the EEV basis results. It is the responsibility of the auditor to form independent opinions, based on its audit of the financial statements and its audit of the EEV basis supplementary information, and to report its opinions to the Company’s shareholders and to the Company. Its opinions are given in the Independent auditor’s report to the members of Prudential plc only and the Independent auditor’s report to Prudential plc on the EEV basis supplementary information.

Company law requires the Directors to prepare financial statements for each financial year that give a true and fair view of the financial affairs of the Company and of the Group. The criteria applied in the preparation of the financial statements are set out in the Statement of directors’ responsibilities in respect of the Annual Report and the financial statements and the Statement of directors’ responsibilities in respect of the EEV basis supplementary information.

Company law also requires the Board to approve the Strategic report. In addition, the UK Code requires the Directors’ statement to state that they consider the Annual Report and financial statements, taken as a whole is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s position and performance, business model and strategy.

The Directors are further required to confirm that the Strategic report includes a fair review of the development and performance of the business, with a description of the principal risks and uncertainties. Such confirmation is included in the Statement of Directors’ responsibilities in respect of the Annual Report and the financial statements and the Statement of Directors’ responsibilities in respect of the EEV basis supplementary information.

The Strategic report provides, in the Chief Financial Officer's report, a description of the Group’s capital position, financing and liquidity. The risks facing the Group’s business and how these are managed are discussed in the audited sections of the Group Chief Risk Officer’s report.

The Directors who held office at the date of approval of this Directors’ report confirm that, so far as they are each aware, there is no relevant audit information of which the Company’s auditor is unaware; each Director has taken all the steps that he or she ought to have taken as a Director to make himself or herself aware of any relevant audit information and to establish that the Company’s auditor is aware of that information. This confirmation is given and should be interpreted in accordance with the provisions of Section 418 of the Companies Act 2006.

Going concern

In accordance with the requirements of the guidance issued by the Financial Reporting Council in September 2014 ‘Guidance on Risk Management, Internal Control and Related Financial and Business Reporting’, after making sufficient enquiries the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue their operations for a period of at least 12 months from the date that the financial statements are approved. In support of this expectation, the Company’s business activities, together with the factors likely to affect its future development, successful performance and position in the current economic climate, are set out in the Strategic report. The risks facing the Group’s capital and liquidity positions and their sensitivities are referred to in the Group Chief Risk Officer’s report. The Group’s IFRS financial statements include the details of the Group’s borrowings in Note C6, the market risk and liquidity analysis associated with the Group’s assets and liabilities can be found in Note C3.4(a), policyholder liability maturity profile by business units in Notes C4.1(b), C4.1(c) and C4.1(d), cash flow details in the consolidated statement of cash flows and provisions and contingencies in Notes C11 and D2. The Directors therefore consider it appropriate to continue to adopt the going concern basis of accounting in preparing the financial statements for the year ended 31 December 2016.

Powers of the Board

The Board may exercise all powers conferred on it by the Company’s Articles and the Companies Act 2006. This includes the powers of the Company to borrow money and to mortgage or charge any of its assets (subject to the limitations set out in the Companies Act 2006 and the Company’s Articles) and to give a guarantee, security or indemnity in respect of a debt or other obligation of the Company.

Securities dealing and inside information

Prudential has adopted securities dealing rules relating to transactions by Directors on terms no less exacting than required by Appendix 10 to the HK Listing Rules and by relevant UK regulations (the UK Model Code was replaced by the Market Abuse Regulation with effect from 3 July 2016). The Directors have complied with this code of conduct throughout the period. Relevant controls are applied to the handling and dissemination of inside information which form part of the Group’s internal governance framework. As part of the framework, the Group has adopted an Inside Information Policy which includes guidance and procedures for the identification and escalation of inside information as well as appropriate controls on the disclosure of such information in line with regulatory requirements.

Compliance with corporate governance codes

The Board confirms that the Company has complied with all principles and relevant provisions of both the UK and HK Corporate Governance Codes throughout the accounting year. An explanation of how the principles and provisions have been applied is set out in this report and in the Directors’ remuneration report.

With respect to Code Provision B.1.2(d) of the HK Code, the responsibilities of the Remuneration Committee do not include making recommendations to the Board on the remuneration of the Non-executive Directors. In line with the principles of the UK Code, fees for the Non-executive Directors are determined by the Board.

The UK Code can be viewed on the FRC’s website and the HK Code is available on the website of the HK Stock Exchange.

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