FIRST COLONIAL INSURANCE COMPANY

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EXAMINATION REPORTOFFIRST COLONIAL INSURANCE COMPANYNAIC Company Code: 29980Jacksonville, Floridaas ofDecember 31, 2018BY THEFLORIDAOFFICE OF INSURANCE REGULATION

TABLE OF CONTENTSLETTER OF TRANSMITTAL . SCOPE OF EXAMINATION . 1SUMMARY OF SIGNIFICANT FINDINGS . 3CURRENT EXAMINATION FINDINGS . 3PREVIOUS EXAMINATION FINDINGS . 3COMPANY HISTORY . 3GENERAL. 3DIVIDENDS . 3CAPITAL STOCK AND CAPITAL CONTRIBUTIONS. 4SURPLUS NOTES. 4ACQUISITIONS, MERGERS, DISPOSALS, DISSOLUTIONS . 4MANAGEMENT AND CONTROL . 4CORPORATE GOVERNANCE . 4HOLDING COMPANY SYSTEM . 6TAX SHARING AGREEMENT . 6AMENDED AND RESTATED SERVICE AND EXPENSE AGREEMENT . 6INVESTMENT MANAGEMENT AGREEMENT . 7ACCOUNTS AND RECORDS . 7CUSTODIAL AGREEMENT . 7THIRD PARTY ADMINISTRATORS OBLIGOR (“TPAOS”). 7INDEPENDENT AUDITOR AGREEMENT . 7CORPORATE RECORDS REVIEW . 8ORGANIZATIONAL CHART. 8SIMPLIFIED ORGANIZATIONAL CHART . 9TERRITORY AND PLAN OF OPERATIONS . 10REINSURANCE . 10REINSURANCE ASSUMED . 10REINSURANCE CEDED . 10INFORMATION TECHNOLOGY REPORT . 11STATUTORY DEPOSITS . 11FINANCIAL STATEMENTS . 12ASSETS . 13LIABILITIES, SURPLUS AND OTHER FUNDS . 14STATEMENT OF INCOME. 15RECONCILIATION OF CAPITAL AND SURPLUS . 16COMMENTS ON FINANCIAL STATEMENT ITEMS . 17LIABILITIES . 17CAPITAL AND SURPLUS. 17CONCLUSION . 18

May 28, 2020David AltmaierCommissionerOffice of Insurance RegulationState of FloridaTallahassee, Florida 32399-0326Dear Commissioner:Pursuant to your instructions, in compliance with Section 624.316, Florida Statutes, Rule 69O138.005, Florida Administrative Code, and in accordance with the practices and procedurespromulgated by the National Association of Insurance Commissioners (“NAIC”), we have conductedan examination as of December 31, 2018, of the financial condition and corporate affairs ofFIRST COLONIAL INSURANCE COMPANY1776 American Heritage Life DriveJacksonville, Florida 32224hereinafter referred to as “the Company.” Such report of examination is herewith respectfullysubmitted.

SCOPE OF EXAMINATIONThis examination covered the period of January 1, 2014 through December 31, 2018. Fieldwork,which included planning meetings held at the Florida Office of Insurance Regulation (“the Office”)commenced on April 30, 2019, and concluded as of May 28, 2020. The Company’s last full scopeexam by representatives of the Office covered the period of January 1, 2012 through December31, 2013.The Examination was conducted in accordance with the NAIC Financial Condition ExaminersHandbook (“Handbook”). The Handbook requires that the examination be planned and performedto evaluate the financial condition, assess corporate governance, identify current and prospectiverisks of the Company, and evaluate system controls and procedures used to mitigate those risks.An examination also includes identifying and evaluating significant risks that could cause aninsurer’s surplus to be materially misstated both currently and prospectively.The Examination was performed under the holding company system approach and on acoordinated basis with the State of Illinois as the NAIC lead state. The Office participated in thecoordinated examination of the Company and its insurance affiliates. Other Allstate affiliatedinsurance company examinations that were conducted concurrently with this examination are asfollows:CompanyDomiciliary StateAllstate Assurance CompanyIllinoisAllstate Fire and Casualty Insurance CompanyIllinoisAllstate Indemnity CompanyIllinoisAllstate Insurance CompanyIllinoisAllstate Life Insurance CompanyIllinoisAllstate North American Insurance CompanyIllinoisAllstate Northbrook Indemnity CompanyIllinoisAllstate Property and Casualty Insurance CompanyIllinoisAllstate Vehicle and Property Insurance CompanyIllinoisCastle Key Indemnity CompanyIllinoisCastle Key Insurance CompanyIllinois1

CompanyDomiciliary StateEncompass Floridian Indemnity CompanyIllinoisEncompass Floridian Insurance CompanyIllinoisEncompass Home and Auto Insurance CompanyIllinoisEncompass Indemnity CompanyIllinoisEncompass Independent Insurance CompanyIllinoisEncompass Insurance CompanyIllinoisEncompass Insurance Company of AmericaIllinoisEncompass Insurance Company of New JerseyIllinoisEncompass Property and Casualty CompanyIllinoisEncompass Property and Casualty Insurance Company of New JerseyIllinoisNorth Light Specialty Insurance CompanyIllinoisAmerican Heritage Life Insurance CompanyFloridaFirst Colonial Insurance CompanyFloridaEncompass Insurance Company of MassachusettsAllstate New Jersey Property and Casualty Insurance CompanyMassachusettsNew JerseyAllstate Life Insurance Company of New YorkNew YorkIntramerica Life Insurance CompanyNew YorkALIC Reinsurance CompanySouth CarolinaAllstate County Mutual Insurance CompanyTexasAllstate Texas Lloyd’sTexasEsurance Insurance CompanyWisconsinEsurance Insurance Company of New JerseyWisconsinEsurance Property and Casualty Insurance CompanyWisconsinAll accounts and activities of the Company were considered in accordance with the risk-focusedexamination process. This may include assessing significant estimates made by managementand evaluating management’s compliance with the NAIC Statements of Statutory AccountingPrinciples (“SSAP”).This examination report includes information obtained from the examination of the records,accounts, files, and documents of or relative to the Company and other information as permittedby Section 624.319, Florida Statutes. There may be other items identified during the examinationthat, due to their nature (for example, subjective conclusions or proprietary information), are not2

included within the examination report but separately communicated to other regulators and/orthe Company.SUMMARY OF SIGNIFICANT FINDINGSCurrent Examination FindingsThere were no material findings or exceptions noted during the examination as of December 31,2018.Previous Examination FindingsThere were no findings, exceptions or corrective action to be taken by the Company for theexamination as of December 31, 2013.COMPANY HISTORYGeneralThe Company was incorporated in Florida on February 17, 1987 and commenced business onApril 28, 1987. The Company writes contractual liability insurance policies (“CLPs”) that providewarranty and credit related property and casualty insurance coverages to third partyadministrator/obligor distribution partners, automobile dealership/obligors, and affiliated servicecontract/warranty administrator/obligors, to support the sale of vehicle service contracts,guaranteed asset protection reimbursement policies, and various other automobile repaircontracts. The Company is part of a holding company system controlled by The AllstateCorporation (“the Corporation”).DividendsIn accordance with Section 628.371, Florida Statutes, the Company declared and paid dividendsto its stockholder in 2014 in the amount of 42 million. No other dividends were paid during theperiod under examination.3

Capital Stock and Capital ContributionsAs of December 31, 2018, the Company’s capitalization was as follows:Number of authorized common capital sharesNumber of shares issued and outstandingTotal common capital stockPar value per share5,000,0002,500,000 2,500,000 1.00Surplus NotesThe Company did not have any surplus notes during the period of this examination.Acquisitions, Mergers, Disposals, DissolutionsThe Company was not a party to any acquisitions, mergers, disposals, or dissolutions during theperiod of this examination.MANAGEMENT AND CONTROLCorporate GovernanceDirectors serving as of December 31, 2018, are shown below:DirectorsNameDavid Raymond BorderCityPalatineStateIllinoisMichael Sean Hurley (1)JacksonvilleFloridaBrian David KrasavageFernandina BeachFloridaElizabeth Ann MahinSt. AugustineFloridaBrian John Savage (2)LibertyvilleIllinoisPrincipal Occupation,Company NameSenior Vice President,Allstate Insurance CompanyVice President,American Heritage Life InsuranceCompanyVice President,Allstate Insurance CompanyExecutive Vice President and ChiefFinancial Officer,American Heritage Life InsuranceCompanyVice President,Allstate Insurance Company(1) Effective January 23, 2020, Michael Sean Hurley resigned and was replaced byElizabeth Ann Gallery.(2) Effective October 28, 2019, Brian John Savage was replaced by Eric Kyle Ferren.4

In accordance with the Company’s Bylaws, the Board appointed the following Officers:OfficersNameDavid Raymond BorderCityPalatineStateIllinoisJesse Edward Merten (1)Susan LeSueur LeesBrian John Savage (2)Eric Kyle Ferren (3)Marilyn Victoria HirschSamuel Henry Pilch (4)Highland ParkLake ForestLibertyvilleClarendon HillsHighland ParkLong oisTitleChairman of the Board, President, andChief Executive OfficerTreasurerSecretaryChief Financial OfficerControllerSenior Vice PresidentSenior Group Vice PresidentJeffrey Scott WrightLake ForestIllinoisSenior Vice President(1) Effective October 28, 2019, Jesse Edward Merten was replaced by Michael Aldo Pedraja asTreasurer.(2) Effective October 28, 2019, Brian John Savage was replaced by Eric Kyle Ferren as ChiefFinancial Officer.(3) Effective October 28, 2019, Eric Kyle Ferren was replaced by John Charles Pintozzi asController.(4) Effective March 19, 2020, Samuel Henry Pilch resignedIndividuals serving on the Company’s audit committee as of December 31, 2018, are shownbelow:Audit CommitteeNameMary Jane Fortin(1)CityHoustonStateTexasTitle,Company NamePresident,Allstate Financial Businesses,Allstate Insurance Company(2)Gregory James GuidosPonte Vedra Beach Florida Senior Vice President,Allstate Insurance CompanySamuel Henry Pilch (3)Long GroveIllinois Senior Group Vice President,Allstate Insurance Company(1) Effective April 22, 2020, Mary Jane Fortin resigned. Jess Merten was appointed as Chair ofthe Audit Committee on May 13, 2020.(2) Effective March 29, 2019, Gregory James Guidos resigned and was replaced by MichaelGerard DeKoning.(3) Effective March 19, 2020, Samuel Henry Pilch resigned and was replaced by John CharlesPintozzi.5

Holding Company SystemThe following agreements were in effect between the Company and its affiliates:Tax Sharing AgreementEffective January 7, 2005, the Company entered into a Consolidated Tax Sharing Agreement withits ultimate parent, the Corporation, and its affiliates. The consolidated income tax liability isallocated based on each entity’s federal income tax liability computed on a separate return basis,except all tax benefits resulting from operating losses and tax credits are allocated to theCompany to the extent they can be utilized in the consolidated return. Final settlement for anyreturn filed shall be made no later than 30 days after such return is filed except that, where arefund is due from the Government to the Corporation, payment by the Corporation to theappropriate member shall be made within five business days of the receipt of the refund.Amended and Restated Service and Expense AgreementEffective January 1, 2004, the Company entered into an Amended and Restated Service andExpense Agreement with its ultimate parent, the Corporation, and its affiliates pursuant to whichAllstate Insurance Company (“AIC”) provides access to a variety of services, including theutilization of shared bank accounts for cash collections and disbursements in certain situations.The services provided by AIC include accounting, financial reporting, premium processing,information technology, legal counsel, and human resources. The agreement provides for costsharing of expenses through direct charges, allocations, or by separate arrangements. Expensesincurred under this agreement during 2018 amounted to approximately 6 million.The Amended and Restated Service and Expense Agreement also included transactions betweenthe Company and Pablo Creek Services, Inc., an affiliated service contract/warrantyadministrator/obligor, and E.R.J. Insurance Group, Inc., an affiliated TPA. Pablo Creek Services,Inc. evaluates risk, collects premium, processes refunds, pays agent fees, and settles claimsrelated to CLPs that support vehicle service contracts and other automobile repair contracts.E.R.J. Insurance Group, Inc. collects premium, processes refunds, pays agent fees and settlesclaim activity related to CLPs that support the Guaranteed Asset Protection (“GAP”) product,which waives the difference between your primary auto insurance settlement and the outstandingbalance owed on your vehicle on the date of total loss. The administration fees relating to servicesperformed during 2018 amounted to approximately 12.6 million.6

Investment Management AgreementEffective January 1, 2007, the Company entered into an Investment Management Agreement withAllstate Investments, LLC (“Allstate Investments”) whereby, Allstate Investments providesinvestment management services and advice. Expenses incurred under this agreement during2018 amounted to approximately 120 thousand.ACCOUNTS AND RECORDSThe Company maintained its principal operational offices in Jacksonville, Florida.The Company and non-affiliates had the following agreements:Custodial AgreementThe Company maintained a custodial agreement with BNY Mellon Trust Company of Illinois. Theagreement was executed on April 7, 2017.Third Party Administrators Obligor (“TPAOs”)The Company utilized nine non-affiliated TPAOs distribution partners to produce a portion of itsbusiness. The Company granted authority for the TPAOs distribution partners to performunderwriting, claims adjustment and payment, and premium collection functions. The aggregateamount of direct premiums written/produced by non-affiliated TPAs/obligor distribution partnersduring 2018 was approximately 40 million.Independent Auditor AgreementAn independent CPA, Deloitte and Touche, LLP, audited the Company’s statutory basis financialstatements annually for the years 2014, 2015, 2016, 2017 and 2018. Relevant work performedby the CPA firm during its annual audit of the Company was reviewed during the examination andincorporated into the examination work papers whenever feasible to facilitate efficiencies.7

Corporate Records ReviewThe recorded minutes of the Shareholder, Board of Directors, and Audit Committee werereviewed for the period under examination. The recorded minutes of the Board documented itsmeetings and approval of Company transactions and events. A review was made of theShareholder, Board of Directors minutes, and committee minutes for the period of examination.This examination determined that the recorded minutes adequately document its meetings andapproval of Company transactions and events.Organizational ChartA simplified organizational chart as of December 31, 2018, reflecting the holding company group,is shown on the following page. A complete organizational chart of the holding company systemwas disclosed in the Company’s 2018 annual statement (Schedule Y – Part 1).8

First Colonial Insurance CompanySimplified Organizational ChartDecember 31, 2018The AllstateCorporation(DE)Allstate NonInsurance Holdings,Inc.(DE)100%Pablo CreekServices, Inc.(IL)100%Allstate InsuranceHoldings, LLC(DE)100%Allstate InsuranceCompany(IL)100%Allstate FinancialInsurance HoldingsCorporation(DE)100%E.R.J. InsuranceGroup, Inc.(FL)100%American HeritageLife InsuranceCompany(FL)100%AllstateInvestments, LLC(DE)100%First ColonialInsuranceCompany(FL)100%9

TERRITORY AND PLAN OF OPERATIONSThe Company was authorized to transact insurance in all 50 states and the District of Columbiaas of December 31, 2018.The Company was authorized for the following coverages as of December 31, 2018:Ocean MarineAuto WarrantiesPrivate Passenger Auto Physical DamageService Warranties (Non-Auto)Inland MarineOther LiabilityCreditMiscellaneous CasualtyREINSURANCEThe reinsurance agreements reviewed complied with NAIC standards with respect to the standardinsolvency clause, arbitration clause, intermediary clause, transfer of risk, reporting, andsettlement information deadlines.Reinsurance AssumedThe Company assumed risk from its affiliate, Allstate Northbrook Indemnity Company, to writeguaranteed asset protection reimbursement policies, vehicle service contracts, and creditproperty products in states where the Company previously did not have a license or regulatoryapproval to sell these products. The Company is now licensed in all 50 states and the District ofColumbia and no longer writes and assumes new business through Allstate NorthbrookIndemnity.Reinsurance CededIn the normal course of business, the Company offers reinsurance programs to producer andagent owned reinsurance companies to allow them to participate in the underwriting results ofdesignated products and to limit aggregate and single exposures to losses on certain risks. TheCompany ceded risk on a quota share basis to producer-affiliated reinsurance companies, whichwere primarily unauthorized reinsurers. The reinsurance contracts varied by producer andproduct. The Company requires each unauthorized reinsurer to maintain a trust account and/or10

letter of credit at least equal to their statutorily required reserves, including IBNR and unearnedpremium reserves.INFORMATION TECHNOLOGY REPORTStephen Skenyon, CPA, CISA, and Darlene Lenhart-Schaeffer, CFE, CISA, IT Specialists from Riskand Regulatory Consulting, LLC, performed an evaluation of the information technology andcomputer systems of the Company. Results of the evaluation were noted in the InformationTechnology Report provided to the Company.STATUTORY DEPOSITSThe following securities were deposited with the State of Florida and with various state officials asrequired or permitted by law:StateDescriptionPar ValueMarket ValueFLUSTBDSFLUSTBDSFLUSTBDSFLUSTBDSFLUSTBDSTOTAL FLORIDA DEPOSITS7.13%8.13%7.63%7.25%7.88% 1,050,000800,000500,000300,000150,000 2,800,000 USTBDSNCUSTBDSSCUSTBDSVAUSTBDSTOTAL OTHER 00%7.25% TOTAL STATUTORY DEPOSITS11 0175,000450,000 2,760,000 3,901201,462523,4063,093,752 5,560,000 6,354,375

FINANCIAL STATEMENTSThe following includes the Company’s statutory Statement of Assets, Liabilities, Surplus and OtherFunds; the statutory Statement of Income; the statutory Statement of Cash Flow; and the statutoryAnalysis of Changes in Surplus for the year ended December 31, 2018. The financial statements arebased on the statutory financial statements filed by the Company with the Florida Office of InsuranceRegulation and present the financial condition of the Company for the period ending December 31,2018.12

First Colonial Insurance CompanyAssetsDecember 31, ation 247,666,114 07,792407,792Reinsurance recoverable7,057,1397,057,139Other amounts receivable2,699,6252,699,625Federal income tax ,461,1311,461,131Cash and Short-Term InvestmentsInvestment income due and accruedAgents' Balances:Uncollected premiumReceivable from parents, subsidiariesand affiliatesAggregate write-in forother than invested assetsTotals 289,760,36513 - 289,760,365

First Colonial Insurance CompanyLiabilities, Surplus and Other FundsDecember 31, 2018PerCompanyLosses ExaminationAdjustments8,737,987Loss adjustment expensesPerExamination 8,737,987707,291707,2911,228,6641,228,664Other expenses25,327,64425,327,644Unearned premium68,087,14768,087,147Ceded reinsurance premiums 577,36124,577,361415,538415,538Commissions payableRemittances and items not allocatedProvision for reinsurancePayable to parent, subsidiaries and affiliatesAggregate write-ins for liabilitiesTotal Liabilities 161,744,036Common capital stock Gross paid in and contributed surplus -2,500,000 126,261,672Unassigned funds (surplus) urplus as regards policyholders 128,016,329 - 128,016,329Total liabilities, surplus and other funds 289,760,365 - 289,760,36514

First Colonial Insurance CompanyStatement of IncomeDecember 31, 2018Underwriting IncomePremiums earned 38,542,459DeductionsLosses incurredLoss expenses incurredOther underwriting expenses incurredTotal underwriting deductions33,556,8213,086,21315,765,753 52,408,787Net underwriting gain or (loss) (13,866,328)Investment IncomeNet investment income earnedNet realized capital gains or (losses)Net investment gain or (loss) 6,409,675(899,149)5,510,526Other IncomeNet gain or (loss) from agents' or premium balances charged offAggregate write-ins for miscellaneous incomeTotal other incomeNet income before dividends to policyholders andbefore federal & foreign income taxesNet Income, after dividends to policyholders, butbefore federal & foreign income taxesFederal & foreign income taxesNet Income (5,888)3,695(2,193) (8,357,995)(8,357,995)(2,367,845) (5,990,150)Capital and Surplus AccountSurplus as regards policyholders, December 31 prior year 133,575,907Net IncomeNet unrealized capital gains or lossesChange in net deferred income taxChange in nonadmitted assetsChange in provision for reinsuranceChange in surplus as regards policyholders for the year(5,990,150)(27,863)(7,603)166,333299,705 (5,559,578)Surplus as regards policyholders, December 31 current year 128,016,32915

First Colonial Insurance CompanyReconciliation of Capital and SurplusDecember 31, 2018No adjustments were made to surplus as regards policyholders as a result of this examination.Surplus as regards policyholders December 31, 2013 per ExaminationGain inSurplusNet Income (loss)Change in net unrealized capital gain (loss)Change in net deferred income taxChange in non-admitted assetsChange in provision for reinsuranceDividends to stockholdersTotal Gains and Losses 256,4591,703,1563,242,312 5,201,927Loss inSurplus 20,402,1218,608,86742,000,000 71,010,988Net Increase/(Decrease) in surplus as regards policyholdersSurplus as regards policyholders December 31, 2018 per Examination16 193,825,390(65,809,061) 128,016,329

COMMENTS ON FINANCIAL STATEMENT ITEMSLiabilitiesLosses and Loss Adjustment Expenses 9,445,278Unearned Premium Reserves 68,087,147Mr. Scott P. Weinstein, FCAS, MAAA, Principal, KPMG, LLP, appointed by the Board, renderedan opinion that the amounts carried in the balance sheet as of December 31, 2018, made areasonable provision for all unpaid loss and loss expense and unearned premium reservesobligations of the Company under the terms of its policies and agreements.The Office consulting actuaries, Jennifer Balester, FCAS, MAAA and Dave Heppen, FCAS, MAAA,Actuarial Specialists of Risk and Regulatory Consulting, LLC, reviewed the loss and lossadjustment expense and unearned premium reserves work papers provided by the Company,and they were in concurrence with this opinion.Capital and SurplusThe amount of capital and surplus reported by the Company of 128,016,329 exceeded theminimum of 8,385,891 required by Section 624.408, Florida Statutes.17

CONCLUSIONThe insurance examination practices and procedures as promulgated by the NAIC have beenfollowed in ascertaining the financial condition of First Colonial Insurance Company as ofDecember 31, 2018, consistent with the insurance laws of the State of Florida.In addition to the undersigned, the following from both the Office and Risk and RegulatoryConsulting, LLC (“RRC”) participated in the examination:Jeffrey RockwellExamination ManagerOfficeCasey HengstebeckParticipating ExaminerOfficeJennifer Balester, FCAS, MAAAActuarial SpecialistsRRCDave Heppen, FCAS, MAAAActuarial SpecialistsRRCStephen Skenyon, CPA, CISAIT SpecialistsRRCDarlene Lenhart-Schaeffer, CFE, CISAIT SpecialistsRRCRespectfully submitted,Joshua J. Johnson, CFERisk and Regulatory Consulting, LLCRepresenting the Florida Office of Insurance RegulationDaniel W. Applegarth, CFE, CPA, PIRChief Financial ExaminerP&C Financial OversightFlorida Office of Insurance Regulation18

Dec 31, 2018 · Encompass Insurance Company of Massachusetts . Allstate New Jersey Property and Casualty Insurance Company . Allstate Life Insurance Company of New York . Intramerica Life Insurance Company . ALIC Reinsurance Company . Allstate County Mutual

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