Many directors and officers of private companies are unaware of the dangers that are open to them personally, or believe that they are immune to attacks from employees, regulators, shareholders and creditors. Many assume they are protected by their company’s Limited liability status but this is not the case and the number of actions against Directors is set to increase dramatically.

As a director or officer of a company, you should consider the following:

• Under the 2006 Companies Act, directors and officers are exposed to over 200 areas of statutory liability, this includes civil and criminal offences with which directors and officers can be charged.

• As a director or officer, you act as an agent of the company therefore you are legally responsible for your actions.  You can’t hide behind the so-called ‘veil’ of the company.

You are five times more likely to be a defendant in an employment tribunal than suffer a fire loss.

Race discrimination awards average more than £30,000 excluding legal costs. There is NO limit to compensation in discrimination cases.

Directors can face up to two years in prison for health and safety breaches.

Zurich Insurance have recently re-launched their Management Liability Insurance policy and this provides a broad range of covers at competitive premiums.  The core covers are Directors & Officers Liability and Corporate Legal Liability (often referred to as Entity Liability) and you can then also add cover for Employment Practices Liability, Pension Trustee’s Liability and Employee Dishonesty.  We have undertaken a review of various insurers and policies and in view of the serious risks associated with operating a business or acting as a director or officer we would recommend that you consider adding at least the core covers to your existing insurance protection.

We strongly believe that this is something that you should consider.

See cases of corporate manslaughter charges below, recently issued by the CPS..

In recent months, the Crown Prosecution Service (CPS) has issued corporate manslaughter charges against four established companies.

PS & JE Ward runs Belmont Nursery, a garden centre where Grzegorz Krystian Pieton was electrocuted on 15 July 2010 after the metal hydraulic lift trailer he was towing came into contact with an overhead power line.

In the months after the incident, the HSE served three prohibition notices. These concerned the operation of vehicles of a certain height working at or near overhead power lines; the movement of metal irrigation pipework without undertaking a suitable and sufficient risk assessment and implementing a safe system of work; and the use of the trailer after the Vehicle and Operator Services Agency found that the brakes did not work. An improvement notice was also issued requiring the company to provide instruction and training to employees relating to transport and deliveries near overhead power lines. Each of the notices was complied with. However, on 6 November 2012, the CPS confirmed that it considered there was sufficient evidence to charge the company with corporate manslaughter and s 2(1) HSWA.

The CPS has charged MNS Mining, the owner of the Gleision Colliery, with four counts of corporate manslaughter after four miners died at its South Wales site in 2011 when the working area was suddenly engulfed with water. The mine’s manager, Malcolm Fyfield has also been charged with gross negligence manslaughter. This is the first occasion on which a non-director’s actions have been the basis for a corporate manslaughter charge, and may lead to judicial consideration of what amounts to “senior management” under the Act.

The third case involved the death of an 11 year old girl during a birthday party being held at the Prince’s Sporting Club in London on 11 September 2010. Mari-Simon Cronje sustained fatal injuries when she fell from a 6m inflatable banana boat and was then hit by the speedboat which was towing it. The club has been charged with corporate manslaughter and breach of s 3(1) with its director, Frederick Glen, facing a separate charge under s 37(1) HSWA.

Finally, in the fourth case in as many months, the CPS charged Mobile Sweepers (Reading) Limited with corporate manslaughter with the director, Mervyn Owens, facing a charge of gross negligence manslaughter and breach of s 37(1) HSWA following the death of their employee, Malcolm Hinton, on 6 March 2012. Whilst repairing a road sweeping truck, Mr Hinton had inadvertently removed the hydraulic hose which caused the back of the truck to fall onto him causing fatal crushing injuries. In addition to the main charge, the company is also facing charges under s 2(1) and Regulation 5(1) PUWER 1998.

With reports that the CPS opened 40% more corporate manslaughter cases in 2012 when compared to 2011, this may be the start of further spate of prosecutions under the Corporate Manslaughter and Corporate Homicide Act 2007. We will provide further updates on the progress of these prosecutions in future bulletins.

What vehicles can I insure under my fleet policy?
Any vehicle which is owned and registered to the company (and in some instances director owned vehicles although these need to be referred to the relevant insurer). The fleet will also cover hired-in vehicles or loaned/courtesy car vehicles. Additionally, vehicles leased under a lease agreement to the company or a director of the company can be covered as long as they are notified to us using an MID declaration form.

What vehicles can’t I insure under the policy?

• Vehicles which are insured elsewhere under a private policy.
• Vehicles that are not registered in the UK or registered in the name of the policy holder, i.e. the company name. An exception to this may include a vehicle owned by a director but in such a case the vehicle must be disclosed in order for a specific certificate to be issued.

Does my fleet policy cover me to drive any vehicle?
No, you can only drive vehicles that are noted on your policy. The fleet policy does not cover driving other cars on a third party basis like most private car policies. This is because the cover would be too wide as one fleet policy would effectively cover any vehicle.

Who can drive my vehicles?
Most fleet policies are usually arranged on an authorised licensed driver basis meaning that anyone can drive following permission of the company/directors. However, it should be noted that a company fleet policy effectively covers a company’s vehicles for use by employees on company business and they are not intended as a cheap way of insuring vehicles for young drivers (a scam known as “fronting”).

There also may be certain driver restrictions on high powered vehicles which may exclude drivers under the age of 21/25/30 and these will be shown in your policy schedule. Drivers who have serious convictions on their driving licence must be referred to insurers before allowing them to drive. A serious conviction would be any conviction code that begins with the following letters: AC, BA, DD, DR, IN, MS, NE, TT, UT or XX . We recommend that all fleet operators take photocopies of all drivers’ licences at least once a year.

What is the Motor Insurance Database (MID)?
This is a government database which stores the details of every insured vehicle in the UK. It exists to reduce the number of uninsured cars on the road as well as assisting with claims that happen in the EU. The police use this to identify uninsured vehicles using ‘Automatic Number Plate Recognition’ (ANPR) cameras which are now fitted to most police cars. They can also check who a vehicle is insured with and who is named to drive on the policy. This is a legal requirement for anyone who holds a motor fleet or motor trade policy.

What vehicles need to be noted on the MID?
All permanent vehicles that are on your fleet policy need to be noted as well as any temporary vehicle(s) that you may have for a period of 14 days or more. You don’t need to note temporary vehicles that you have for less than 14 days although you will still need to show these on the declaration form that you forward to us.

When do I need to update the MID?
You should try to update the MID immediately via www.midupdate.com , however you have 7 days from the date you take delivery of a vehicle to note it on the website.

Why do I need to send you a declaration form every time I do a change as well as update the MID website?
This is for a number of reasons. Declarations are usually submitted to underwriters every quarter or every six months which is when you will be charged/credited for any adjustments that took place in that period. Additionally, if you were to add a high powered vehicle to the policy the likelihood is that there would be terms applying to the vehicle such as the exclusion of young drivers or the requirement to have a tracker fitted. If we are not advised of the changes to your schedule then you may not be covered in the event of a claim. It is therefore imperative that not only do you advise us of these changes but also, that you update the MID.

The reforms represent the largest overhaul to the personal injuries legal framework in England and Wales in over a decade and are expected to bring more balance to the civil litigation system by:

• Making lawyers costs proportionate
• Combating the compensation culture
• Creating an environment where insurers can pass on savings to customers through lower premiums

What exactly are these reforms?
In April 2010, the government introduced a system which requires solicitors to report all RTA Motor personal injury claims with a value between £1,000 and £10,000 via an online portal (RTA). The portal and associated claims management process is designed to speed up the settlement of claims by introducing strict timescales and fixed legal fees for various stages of the process. With the current reforms this portal and associated process will be extended, resulting in the following changes:

Main changes:

Extension of MoJ portal limit
The upper limit will be increased to £25,000 for all Motor personal injury claims. The ABI estimate that raising the upper limit of RTA Motor personal injury claims to £25,000 will result in an increase of around 5% in claims volumes, which will lead to faster compensation payouts for an additional 55,000 people injured in road crashes every year.

Extension of MoJ portal process to include EL and PL injury claims
The portal will extend to Public and Employer Liability personal injury claims up to a value of £25,000. If contributory negligence is alleged the claim will fall out of the portal. Other examples of claims that fall out of the portal are:

• EL disease claims where there is more than one defendant
• Mesothelioma claims
• Clinical negligence

Timescales for decisions on liability
Timescales for decisions on liability will be as follows:

The strict deadlines to admit or dispute liability will mean that customers will need to quickly supply us with all relevant information relating to an incident. This will help streamline the flow of information on liability and quantum, enabling us get insurers to agree settlement more quickly.

Fixed and reduced solicitors fees
The reforms introduce revised fixed costs under a two tier approach for cases that settle within the portal.

Currently a typical whiplash claim settling at £3,000 would incur a fixed fee of £1,200 within the portal if settled at stage 2. With the revised changes the proposed fixed recoverable cost would be £500.

To offset this solicitor fees outside the MoJ process have been revised to remove financial incentives for solicitors to drive claims outside the portal.

Introduction of qualified one way cost shifting
The introduction of qualified one way cost shifting will mean defendants whether they win or lose at trial will always have to pay their own costs. There will be exceptions to this including:

• Claims that are found to be fraudulent
• Where there is found to be no reasonable cause for action
• Where the claimant fails to beat the defendants pre-trial offer

Banning of success fees
The Legal Aid Sentencing and Punishment of Offenders Act 2012 (LAPSO) states that, with effect from 1st April 2013, success fees will no longer be recoverable from the losing party. Instead the successful party will have to pay their own success fee from the awarded damage, but this will be capped at 25%.

After the Event (ATE) legal expense premiums will no longer be recoverable
ATE insurance premiums will no longer be recoverable from the defendant in the event that a claim succeeds.

Banning referral fees
Solicitors will no longer be able to pay claims management companies, insurance firms and trade unions etc, for personal injury details. This does not include banning referral fees on items such as credit hire and medical reports.

This is designed to make claimants think harder about whether to sue and give insurers an incentive to pass on likely savings.

10% Increase on general damage awards
In order to compensate for the abolition of success fees, general damage awards will be increased by 10%. This will not apply to cases where there is a conditional fee agreement (CFA) in place.

For parties that entered into a CFA agreement before the 1st April, the 10% increase to general damages will not apply. It will be confusing and difficult to understand where the damages hit and where not.

When do the reforms go live?
The timetable for implementation of the reforms will be staggered:

• The introduction to the reforms of legal costs under the Lord
• Justice Jackson Review will be implemented from 2nd April 2013.
• This includes:
  1. Introduction of qualified one way costing
  2. Banning of Success Fees
  3. After the Event (ATE) legal expense premiums will no longer be recoverable
  4. Banning referral fees
  5. 10% increase on general damage awards
• Introduction of reduced fixed recoverable costs in the portal will apply to motor personal injury claims up to £10,000 from the end of April 2013
• The new protocols extending the portal scheme to £25,000 and to Employers and Public Liability claims will be implemented from 1st August 2013
• Introduction of all other fixed and reduced solicitors fees both in and outside the portal will be implemented from 1st August 2013

What is the impact on you, our customer?
The proposals will have both an operational and financial impact on you, with savings driven by fixed and reduced legal costs and potential savings driven by the removal of certain costs outlined above.

The operational impact will be significant because the timeframes for accepting claims and making decisions on liability are much reduced.

To ensure that personal injury claims stay within the new timescales set out in the reforms, we will need to work smarter with you to ensure notification of new claims is efficient and information provided is accurate.

To maximise the potential benefits from these changes we need your help to educate your employees about the importance of fast and accurate notification

In the event of a claim, you will be required to:

• Notify actual or potential claims immediately
• Ensure information provided is accurate and complete
• Provide all relevant documentation within shorter timescales
• Provide immediate assistance with liability investigation
• Support quick decisions on liability
• If insurers receive claims notification via the portal and have not had an incident report from NPA or yourself, they will be in touch by telephone to obtain information

The new rules require policyholders to send any EL or PL MoJ Claims Notification Forms received by post (in the event that notification via the portal straight to their insurer is not possible) direct to their insurers. This needs to be done same day to allow insurers to contact the claimant’s solicitors and comply with the tight timescales set out under the MoJ rules. Policyholders must also acknowledge no later than the next day after receipt of a claims notification form (CNF) to claimant solicitors. We would also recommend sending a copy to us.

KEY MESSAGE TO YOU
The key message to you is that actual or potential claims need to be notified as quickly as possible to give us as much time as possible to investigate and respond within the MoJ timelines.

The Hire Show has continued to grow, attracting over 1600 relevant industry visitors, including senior executives and purchasing management of each of the top ten national hirers.

Independently-owned hire companies, however, continued to represent the lifeblood of the show – 90% of hire visitors were from independent operations, approximately the same percentage as in 2012.

We would like to thank our existing clients who came to show their continuing support for NPA, including: Plant Site Services, Hire Equip North West, Anglo Plant, RM Group Services, G&S Lifting Services, PSM Plant, Howard Clover, Tool Trader Direct, New Forest Hire and Ascot Tool Hire to name a few.

Our business continues to grow in the plant hire field, thanks to our exclusive “Hireshield” product, in partnership with Zurich. This product allows us to offer a short-term insurance solution to hirers without cover. It is a quick and easy online process, taking just a few minutes to arrange.

We look forward to seeing you next year at the Hire Show and strive to build relationships with new companies and people we had the pleasure to meet this year.

Historically this insurance was only really cost effective for larger sales and acquisitions, however NPA insurance Broking Group have have recently arranged insurance cover in respect of two business sales, one at £28 million total sale price and another at £8 million total cost. Three of the insurers that we can deal with are keen to provide insurance cover in respect of these “smaller” deals.

Insurance cover is normally arranged by the sellers. Taking insurance cover enables the shareholders to take the proceeds of the sale and put the capital to use – as opposed to having to hold sums in reserve against possible W&I claims from the purchaser. Alternatively, where a business has Professional Investors who will not enter into Warranty and Indemnity arrangements, insurance cover offers protection to the other shareholders who would otherwise be left with an inequitable amount of risk in relation to the W&I’s being provided.

Insurance can be arranged by a purchaser, where they know or perceive that the sellers will not have finances to meet W&I claims, but because of the types of circumstances where this cover is required, premiums are usually significantly higher than “seller side” policies.

The insurance market for these types of policies is relatively small. We have access to 5 insurers but in reality only 3 of them will issue cover at below £50,000 single premium. Even within this limited number of insurers the “appetite” for different risk features varies significantly.

Insurance can be obtained to insure all potential liabilities under all W&I’s including tax warranties. Tax warranties can be excluded to reduce premiums with some insurers but others do not offer this limitation in cover. So a quotation from the latter insurer will inevitably be higher because it is providing much wider cover. Depending upon the nature of the business being sold (eg subject only to standard UK taxes) the sellers might be attracted to a taxation exclusion in return for a lower premium.

Similarly, insurers have differing attitudes towards cover over and above the amount of the initial consideration paid in the deal. Some view performance related “earn out” payments as higher risk and will charge much higher premium rates in this regard (or not offer cover at all) Where a sale is structured in such a way that the “earn out” payments are significant, premiums may vary significantly from one insurer to another.

The insurance takes the form of a single premium and the period of cover “mirrors” the period of the warranties and indemnities in the SPA. Typically most warranties and Indemnities are for a 2 or 3 period following completion, whereas Tax related warranties usually have a 7 year duration.

As a general guide (for deals of under £50m value) cover of £1m or £2m will cost between 1% and 1.5% of the deal value, subject to minimum premium of £30,000 excluding tax cover or £35,000 including tax coverage. Premiums will also be subject to addition of insurance premium tax at the prevailing rate (currently 6%) Minimum premiums are high because of the relatively high cost of underwriting (all aspects of the SPA and due diligence process have to be assessed and the insurers will always get the detail reviewed by their own legal counsel) Therefore once the deal value falls below £30-35m it becomes a case of negotiating as high a limit of cover as possible for the minimum premium level. We are continuing to discuss with insurers ways and means of reducing these minimum premium levels in order to make insurance more attractive for parties involved in smaller deals.

Insurers tend to look for a deductible of 1% of the deal value, with a minimum of £50,000. Again, the treatment of the “De Minimus” in the SPA varies from one insurer to another. Where there is a more substantial de minimus value in the SPA some insurers will always build in a deductible equal to this amount (and reduce the premium or increase cover limit accordingly) whereas other insurers will maintain a deductible between £50,000 – £100,000 at a higher premium or lower overall limit. The deductible operates differently from the de minimus, it is still deducted from a claim settlement irrespective of the amount involved whereas once a W&I claim exceeds the de minimus the claim is payable in full.

Standard exclusions relate to fines and penalties, forecasts and financial modelling, and pension underfunding. Cover is also never provided for matters relating to claims by shareholders, options holder and loan note holders – all of which should be settled ahead of or as part of the deal itself.

Insurance cover should theoretically attach at the point of completion of the deal. However, in practice, insurers need to see a copy of the final SPA including any last minute adjustments and so cover is normally incepted a short while after the completion date. The earlier in the sale process we commence the underwriting process then the closer to completion date the insurance can be effected ! If the decision is taken at the 11th hour to take insurance cover out then realistically it will take around 6 weeks before insurance is in force.

As a broker we are able to negotiate lower premiums on behalf of our clients by charging a flat broker fee for arranging these policies rather than receiving a commission from the insurers. Our fee will vary from £3,000 – £5,000 depending upon size and complexity of the deal. Obviously we are able to approach up to 5 insurers, we can select insurer according to the extent of cover required and the make-up of the deal fitting with insurers appetite for business. For the most recent W&I insurance that we completed our final premium plus broker fee was £43,000 compared to the clients bankers quotation of £58,000 because we were able to select the most suitable insurer (the bank are tied to one provider) and our fee was significantly less than the 15-20% commission being paid to the bank.

The PRA will regulate financial institutions including banks, investment firms and insurance companies and they will have a single objective to promote the financial stability of the UK financial system.

The FCA will monitor all other regulated firms, including the NPA Insurance Broking Group, and will be responsible for requiring firms to put the well-being of their customers at the heart of how they run their business. They will have a number of additional powers, some of which will enable them to ban products that pose unacceptable risks to consumers. They’ll also have the ability to ban misleading promotions and remove them immediately from the market. As a result they will look to ensure that no single firm dominates the market and that consumers become empowered.

At NPA we believe that we already embrace the values of our new regulator and will continue to strive to meet the needs of our clients, in a transparent and ethical manner.

The financial crisis of 2008 brought into sharp focus the value of warranties in construction.  Residential property is developed and sold with an “NHBC” style warranty for a 10 year period.  Unknown to many in the construction sector “NHBC” is simply a brand name which has taken over the industry in much the same way as “Hoover” has with vacuum cleaners.  But there are other providers of similar warranties which offer similar protection and can be far more cost effective.  In our experience, those alternative providers are more flexible in their approach and often provide a better product to the developer, contractor and occupier/owner.

As with white goods and other products it is important to review alternative solutions.  For contractors and developers the registration process with NHBC can be arduous.  There are often requirements for bonds to be supplied, or cross company indemnities or in many cases, personal guarantees.  But did you know that some providers have no such requirements at all??  All providers have their own procedures for site visits, policy processes and financial requirements and therefore each one is different.  The most important factor is that they are all accepted by mortgage lenders.  As long as mortgage lenders accept the policy why not take advantage of the cost savings available?  This is where NPA come in as we can access all of these markets and ensure that you get the best possible deal.

Warranties and Guarantees for Commercial property are not as widely used because funders often relax their requirements for cover on new build developments.  However, the financial markets are realising that the traditional collateral warranty requirements do not protect them in the way they first thought.  Collateral Warranties are perceived as “free” but in truth many hours of legal advisors time is spent negotiating, amending and arguing over them.  Most lawyers find that they cannot charge commercial fees for the time they spend on them yet the financial institutions like them because they give “step in” rights during the construction.  However, after completion they rely on Professional Indemnity (PI) Insurances to protect the building.

The PI insurances however, do not protect the building.  The PI insurances protect the companies that purchase it, such as the contractor, architect and engineers.  So, if the building has a problem, the PI insurers will only pay if the party they are protecting has been negligent.  This assumes they are still trading and have maintained the insurances and those insurances are on the right basis.  In short, why would you as owner/occupier of a commercial building rely on another persons insurance to protect your building??

Unfortunately much of the insurance broking industry does not fully understand the sometimes complex area of warranties and guarantees.  However, at NPA we have access to specialist markets who not only understand residential and commercial property warranties but also have access to exclusive products for solar panels, basements, insurance backed guarantees and many other construction related warranties.   So if you have any involvement with owning, developing, purchasing, selling, constructing or occupying property then talk to us about understanding the guarantees and warranties available.

Keeping squatters at bay;
• Shut down all utilities. If the building is being refurbished, remove the
fuse board. Also drain down the water systems to avoid flooding

 
• Alarm the building with a temporary wireless alarm with integral
video transmission that is monitored. The video will filter out false
alarms and provide hard evidence in court

 
• Fit steel security fittings to windows and doors to prevent vandalism
and access. Ensure there is no roof access – squatters claim legal
rights by entering open or previously vandalised entry points without
forcing entry

 
• Secure the perimeter of the property by installing fencing to protect
driveways, car parks and gardens

 
• Clear the property, ensuring all combustibles (e.g. mattresses,
chairs and upholstery) are removed

 
• Install a letter box seal to prevent uninvited guests setting fire to the
property. Also remove mail on a regular basis

 
• Use mobile or static dog patrols to stop determined squatters

 
• Instigate a minimum weekly inspection of the property

Earlier this year, the draft text of the Legal Aid, Sentencing and Punishment of Offenders Act 2012 was changed, meaning from September, squatting in unoccupied residential buildings in England and Wales will be a criminal offence.

Perhaps unsurprisingly, these changes – and their implications – have divided opinion. During what many consider to be the worst housing crisis in modern memory, groups including SQUASH (Squatters’ Action For Secure Homes) say they are unable to reconcile the Government’s decision to impose a £5,000 fine, or a one-year custodial sentence on those who enter a residential property without permission against its claims that austerity measures should not hurt vulnerable members of society.

They  argue the decision to prevent people from using homes abandoned by their owners is also likely to place a greater strain on housing authorities, homeless organisations and ultimately the taxpayer, with costs estimated as high as £790 million in the next five years.

In October, new legislation was introduced to encourage more people to save for retirement. Employers, by law, will have to enrol certain employees and make contributions on their behalf. This will mean setting up a pension scheme, (if they have not done so already) suitable for automatic enrolment which must meet certain criteria.

Employers will have to automatically enrol workers who:

• Are over 22 and below state pension age

• Have a salary of at least £8,105 per annum

• Do not currently belong to a scheme that meets the required criteria

Employees who are not automatically enrolled can also opt in and may benefit from employer contributions. There is an option for employees to opt out by completing an opt out form which must be given to their employer.

To give an example of the future cost to a business, the percentage of an employee annual salary to be paid at various dates are as follows:

Auto-enrolment is compulsory and employers will have to adhere to their duties. The pensions regulator will ensure employers follow the new rules and if they are not put in place they will be heavily fined or may even face imprisonment.

Small businesses will not be required to enrol staff until at least 2014 but it is important they know their responsibilities, who is to be enrolled and from what date. Companies may also wish to factor in the future cost to them as a business both in terms of contributions that have to be made and the time it will take to administer the scheme.

Normal wear and tear is a specific exclusion of most insurance contracts and claims may be rejected on the basis that damage was more directly caused by poor maintenance. Whether you are a commercial property owner, or a tenant in a commercial building with a full repairing lease, this can affect you.

Most insurers require that the property insured is maintained to a good standard and that you take all reasonable precautions to prevent loss, destruction or damage. A good level of building maintenance will help ensure that the property remains resilient at all times and may even prevent damage and interruption to businesses in the first place. We recently saw a claim where the roof had not been inspected for so long a tree was growing there!

It is important to advise Insurers of any facts or changes which may affect your insurance and which have occurred either since the cover incepted or since the last renewal date e.g. change in use, occupancy, refurbishments, extensions etc.

Below is a checklist which should help you protect your property if you establish a regime of good preventative maintenance. Check now before the winter weather sets in!

Roof

• Tiles/slates – broken missing slipped
• Cladding – damaged, rusting
• Flat roofing – cracked covering, poor bonding, water pooling

Chimney /Flues

• Chimney mortar/flashing – missing/damaged
• General Flashing – cracked, damaged, missing
• Flues – damaged/missing mortar or flashing, collar damaged

Lightning Conductors

• Checked by a qualified person

Walls

• Mortar – missing/damaged
• Brickwork – cracked
• Vents – clean /clear
• Cladding – damaged /rusty

Rainwater Removal

• Gutters /Downspouts(and fixings)- damaged, broken, blocked, missing guards
• Parapets – condition
• Drains – blockages damage

External Joinery

• Cracking /peeling paint. Wood rot
• Missing Putty/sealants around glazing/frames

Trees/Shrubs/Climbing Plants

• Healthy, overgrown, damaged