Corporate Governance For Mutuals. Management Module WAMIC Convention FMDC Course

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1 Corporate Governance For Mutuals Management Module 2015 WAMIC Convention FMDC Course

2 The FMDC Program For years, member companies and their directors have requested training for directors similar in scope and nature to the training provided for managers in the Professional Farm Mutual Manager (PFMM) program So here you are Farm Mutual Director Certification (FMDC) Program

3 Corporate Governance is the hottest topic in American Business Reform of Corporate Governance is not just an issue for the large stock companies But for insurers large and small, mutual and stock.

4 Reform is an issue for the smallest of insurers ARE WE SURE WE RE DOING THIS THE BEST WAY POSSIBLE?

5 Satisfying our most important stakeholders Our Policyholders The Regulators Our future

6 Our purpose today is to start or continue a discussion at your company Some things may work for you, some may not. Note: when researching, look at Not For Profit information; it seems to be more relevant The important point is that you re thinking about governance issues at your company

7 Corporate Governance What is Corporate Governance? The study and implementation of how a corporate entity is run and gets things done In today s usage, it s an umbrella term for lots of different issues that have a common goal A better company for all stakeholders

8 Corporate Governance The mix of devices, mechanisms and structures which provide control and accountability while promoting economic enterprise and corporate performance. Gregg Dykstra

9 About boards There is no formula for the perfect board. Strong, independent directors are essential to proper board functioning, but so too are elusive qualities such as collegiality, sense of common purpose, energy, industry knowledge, business sense and TRUST. Each company, through its independent nominating committee, must have the flexibility to determine the mix of qualifications and attributes that is best suited to the specific needs of the corporation. Restoring Trust or Losing Perspective? Wachtell, Lipton, Rosen & Katz August 2003

10 Why do we have Boards? State law says so The governing body of any corporate entity The representatives of the POLICY HOLDERS The people ultimately responsible to the POLICY HOLDERS and Regulatory Authorities

11 The Mutual Insurer An idea older than Ben Franklin and his Contributionship (1752) An idea as new as the early 2000 s, and the last hard market in medical liability insurance In the intervening 250 years, a wide variety of communities have come together to insure themselves when stock companies would not. And that last statement, in a nutshell, is what a mutual is all about.

12 Mutual Governance Ownership drives Governance The people who own the company should have the right to govern the company In the Stock corporation model we know who owns the company: the shareholders Who Owns a Mutual? What do we mean when we say policyholders own the mutual?

13 Policyholders as Owners Shareholders of a stock company own shares of stock, the value of which is calculated by generally accepted formulae. If the shareholder is also a policyholder, a separate document called an insurance policy. What does a mutual policyholder own that evidences ownership? No stock certificates No warrants

14 Policyholders as Owners Policyholders of a mutual are owners because they purchase a policy from the mutual. They can t sell that ownership separately from having an insurance policy with the mutual, as a policyholder / stock owner of a stock company could So, again, what does a policyholder owner of a mutual own?

15 Policyholders as owners What a policyholder owns is: The right to attend an annual meeting The right to vote for directors of the company If the company is dissolved, the policyholder MAY be entitled to a pro rata share of any remaining surplus. Beyond these, the policyholder doesn t own anything. This vague concept of ownership often muddies the waters when people talk of owning a mutual

16 Otherwise In the context of the insurance coverage, there aren t many differences between mutuals and stock companies: Bad faith laws generally apply to both Policy language requirements MAY be the same, but note that in some states, farm mutuals may not be required to comply with all state policy language laws. Farm mutuals are likely more restricted in terms of policy coverage and territory

17 From a regulatory point of view, there may also be differences in reporting requirements: Most farm mutuals don t file Yellow Books Many states use a substantially simplified financial reporting form for farm mutuals Different statutes apply to formation and regulation of farm mutual insurers, domestic mutuals and stock companies.

18 The Rules of the Game Farm Mutuals, like all businesses, operate under rules Company Charter/By Laws State Statutes Insurance Statutes Corporate Statutes Administrative Regulations Federal Law State Court Decisions

19 The Rules of the Game Company Charter: Articles of Incorporation and By Laws these documents, as regulated by state law, tell you what your company can and can t do: who can be a member what property you can insure who can serve on the board for how long

20 Charters and By Laws For some reason, often ignored documents Actions taken by the Board or management not authorized by these documents can be declared null and void Review these documents from time to time make sure you re conforming keep them up to date amend to meet today s reality

21 The Rules of the Game State Law THE primary controlling rules of the insurance industry MUST be obeyed Changes with society

22 Statutory State Law Legislative enactments the law Administrative Regulations The Insurance Departments Rules just as much the law Infractions tend to be taken personally Suggestions from the Insurance Department Not technically the law but infractions taken very personally

23 The Rules of the Game Court Decisions State Appellate Courts Binding just like a legislative enactment Can overturn or modify legislative enactments and administrative regulations Can interpret policy provisions, or prescribe underwriting guidelines or claim handling requirements, as well as corporate governance issues. Federal Courts Can do everything a state court can do, but generally leave undecided issues of state law to state courts

24 The New Corporate Governance Coming Soon to a regulator or legislature near you Newly heightened scrutiny More reporting States don t want something to go horribly wrong while the Feds are paying such close attention

25 Corporate Governance and THE NAIC New Model Law put in place in August 2014 ALL (and I ve been told by several people that means ALL!!) insurers will comply No exceptions for small mutual Beginning with June 2016 Check with the WCOI Key items required to be described within the corporate governance disclosure include:

26 NAIC Governance Model The insurer's corporate governance framework and structure including duties and structure of the Board of Directors and its committees; The policies and practices of its Board of Directors and significant committees including appointment practices, the frequency of meetings held and review procedures;

27 NAIC Governance Model The policies and practices directing Senior Management including a description of defined suitability standards, the insurer's code of conduct and ethics, performance evaluation and compensation practices, and succession planning; and

28 NAIC Governance Model The processes by which the Board of Directors, its committees and senior management ensure an appropriate level of oversight to the critical risk areas impacting the insurer's business activities including risk management processes, the actuarial function, and investment, reinsurance and business strategy decisionmaking processes

29 The New Era Regulatory authorities likely will not permit Boards to be dead hands Some of the controls and processes of larger companies will be expected in some fashion The Minutes should show the Board is involved and aware Fewer conflicted Board members More involved Board members

30 The New Corporate Governance Sarbanes Oxley (SOX) will not be imposed on the small companies formally Look for the SOX standards to become the standards by which all directors of any corporate entity, large or small, for-profit or non-profit, are evaluated by judges and juries This will require new formality for many boards

31 The New Regulation The days of simple regulations for smaller mutuals are probably over Commissioners are more involved: Joplin, Ohio Derecho, NAIC Model Rules Anticipate more involvement of legislators, regulators and judges Legislators seem energized over the regulation of insurance

32 Re-Organizing a Board Your company already has a Board, so the better statement is probably Reorganizing a board Audit Committees working directly with financial auditors and reinsurers Nominating Committees to find new directors Board members continuing to step out of claims and underwriting tasks Director/Agents continuing to decline in numbers A Corporate Governance Committee

33 Organizing: The Board Annual meeting elects Board, and Board elects its officers, and company officers A committee structure Executive Committee Audit Committee Corporate Governance Committee Investment Committee Be Flexible you may have other needs for committees Remember, Board committees are not to replace management

34 Board Best Practices Many Best Practices involve the application of common sense and basic civility An agenda Open dialogue Written management reports Written advisor reports Regularly scheduled Publicized Civil interaction Management in attendance

35 Board Organization The Board Chairperson Is probably the Board President, and the chief executive officer of the company Is responsible to make sure all board members have a full opportunity to be informed, and to participate in the discussion and decision making As necessary, moderates behavior Encourages all members to participate Holds management accountable on behalf of Board

36 The Legal Duties of Directors Directors are bound, by accepting office, to conform their conduct to three or so Duties that define their responsibilities and guide their actions as members of the Board These duties are

37 The Duties of: Obedience Care Loyalty

38 The Duty of Obedience Proper attention to the controlling laws of the company Company Charter/By Laws State Statutes Insurance Statutes Corporate Statutes Administrative Regulations Federal Law State Court Decisions

39 The Duty of Care A Director is required to exercise Diligence Standard is that of an ordinarily prudent person This means being involved!!! How do you get involved..?

40 Be Involved Its Your responsibility Read and learn: Board minutes Company Financials Audit Reports Bring in required expertise Reinsurers, investment advisers, actuaries, lawyers

41 Its your responsibility Know the fundamentals of the insurance business: What products does your company write? What geographic areas does your company cover What are the opportunities for expansion or growth What are the critical elements of your company s financial statements? What is Surplus What is Unearned Premium Reserve? What are Loss Reserves?

42 Its your responsibility A new DUTY: The Duty of Curiosity This is not a legal duty (yet ) Its not enough to be there you must be involved Curiosity is not managing. Its making sure management is on top of the situation Don t pull up the plant to see how the carrot is doing the necessary irritant

43 Its Your responsibility Where to get this training? State Association programs Reinsurers Accounting firms Investment advisors NAMIC Programs

44 The Duty of Loyalty A Fiduciary Duty that requires the Director or Officer to place his or her own interest second to that of the company

45 Conflicts of Interest Conflicts of Interest exist in many small boards. The goal is to minimize conflicts, and to make sure the conflict is known to all Directors selling products or services to the company are always in a conflict situation The existence of the conflict should be recognized in the minutes, and the conflicted Director CANNOT vote on the issue.

46 Dealing with Conflicts Remember the part about collegiality Be Civil questioning a fellow director s parentage is not necessary to make a point Try to invite other providers to make a bid or proposal to the board, and have the proposals reviewed by knowledgeable directors or outsiders

47 Conflicts In the Corporation s Best Interest versus In the Director s Interest Fiduciary duties require the action be in the Corporation s best interest

48 Board Member Legal Liability Issues

49 Director Legal Exposures Breach of these legal duties creates potential legal exposures for the company and the individual Board members The Business Judgment Rule is the most common defense raised in the defense of directors

50 The Business Judgment Rule The Business Judgment Rule was created by the Courts to keep judges from becoming super directors The goal is to keep the courts from secondguessing directors as to issues which would require substitution of the judge s opinions for the directors decision, absent clear evidence of misconduct by the directors

51 The Business Judgment Rule Generally, four criteria to gain the protection of the BJR: The Board s action must be the result of: Decision by disinterested directors Informed decision making Good faith decision In the corporate interest There must be a decision to invoke the BJR!!!

52 Board Liability Issues Investment Guidelines and Results As part of ensuring solvency, the Board must pay particular attention to Investment issues Would you handle your affairs this way Is this too good Does the Mutual have an investment policy Does that policy conform to state law Are management and the investment advisor adhering to the guidelines Are we getting a reasonable return?

53 Legal Liability Issues Demutualization A fact of life in the mutual world is some mutuals choose to no longer be mutuals. When a board embarks on that path, policyholder/owners sometimes have issues Not all demutualizations are equal in the way policyholders are treated When policyholders feel they are being slighted, expensive litigation ensues.

54 Conflict Issues: Key Company vendors Computer systems Bankers Investment managers Accountants Lawyers Significant Agents

55 Case Studies The Board Member Lawyer The Board Member Agent Real Estate Deals Board Handling Claims Board Handling Underwriting

56 D&O Insurance Directors and Officers Liability Insurance (D&O Insurance) provides protection for the Directors and officers of a company from suits alleging errors or omissions in managing the business of the company Insurance Company Professional Liability Insurance (ICPL) provides protection from the particular risks of being an insurance company Underwriting Marketing Claims Handling

57 Want a copy of these presentations? Tsullivan@NAMIC.org Or call (800) and ask for Tim

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