Singapore: MAS consultation - Guidelines on Corporate Governance for Designated Financial Holding Companies, Banks, Direct Insurers, Reinsurers and Captive Insurers

The Monetary Authority of Singapore is consulting on proposed changes to the Guidelines on Corporate Governance for Designated Financial Holding Companies, Banks, Direct Insurers, Reinsurers and Captive Insurers which are incorporated in Singapore: see here. 

Nigeria: new edition of the Corporate Governance Guidelines for Insurance and Reinsurance Companies

Earlier this year the National Insurance Commission published a new edition of its Corporate Governance Guidelines for Insurance and Reinsurance Companies: see here (pdf). 

UK: implementing the new framework for insurance special purpose vehicles

Last November HM Treasury published for public comment the Regulations that will introduce the new regulatory and tax framework for insurance special purpose vehicles (ISPVs), also known as insurance linked securities vehicles. The comments have been considered and HM Treasury's response was published earlier this month: see here (pdf). Final Regulations (subject to Parliamentary approval) have also been published: see the Risk Transformation Regulations 2017 (pdf) and the Risk Transformation (Tax) Regulations 2017 (pdf). The Prudential Regulation Authority has also published an update on its related consultation concerning the authorisation and supervision of ISPVs: see here (pdf).

HM Treasury have decided that a protected cell company structure should be provided for multi-arrangement ISPVs. The duties of directors of protected cell companies will largely be the same as for directors under the Companies Act 2006.  However, additional duties will be owed and section 172 of the 2006 Act will apply in modified form: the Risk Transformation Regulations 2017 explain that the reference in section 172(1)(f) to members should be regarded as a reference to shareholders and that the need to act fairly between shareholders of the protected cell company should be separately assessed for each part of the protected cell company.

The Regulations also provide for the powers of directors: they have such powers as (a) are necessary to fulfil their duties; or (b) are conferred upon them by the protected cell company’s instrument of incorporation.

UK: A legal framework for "transformer vehicles" - the first steps

The Bank of England and Financial Services Bill, which received its second reading in the House of Lords at the end of October, begins committee stage next Monday. A marshalled list of the amendments to be moved at this stage has been published: see here or here (pdf). One of the amendments being moved by the Government will add a new section to the Financial Services and Markets Act 2000 and its purpose is to give HM Treasury the power, through secondary legislation, to create a framework for companies described as "transformer vehicles". A protected cell regime is clearly envisaged: the proposed new section makes clear that secondary legislation can include provisions for the vehicle to comprise different parts having their own legal personality separate from that of the vehicle. Here is the formal definition of "transformer vehicle" contained in the amendment:

Note: The Bill also makes changes to the governance of the Bank of England, including the creation of a Prudential Regulation Committee, and also extends the reach of the Senior Managers Regime. Further information is available in the explanatory notes that have been published to accompany the Bill: see here or here (pdf). A copy of the Bill as introduced is available here or here (pdf). The progress of the Bill can be followed here.

Ireland: draft code for captive insurance and captive reinsurance undertakings

The Central Bank has published for consultation a draft Corporate Governance Code for Captive Insurance and Captive Reinsurance Undertakings: see here (pdf). The Code sets out minimum requirements for such undertakings, non compliance with which is subject to the sanctions at the disposal of the Central Bank. So-called 'captives' include, for the purposes of the Code, those falling within the definition provided by Article 13(2) of the Solvency II Directive (2009/138/EC).