INSURANCE LAWS AMENDMENT BILL

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1 REPUBLIC OF SOUTH AFRICA INSURANCE LAWS AMENDMENT BILL (As introduced in the National Assembly (proposed section 75); explanatory summary of Bill published in Government Gazette No. of ) (The English text is the official text of the Bill) (MINISTER OF FINANCE) [B ] Page 1 of 63

2 BILL GENERAL EXPLANATORY NOTE: [ ] Words in bold type in square brackets indicate omissions from existing enactments. Words underlined with a solid line indicate insertions in existing enactments. EXPLANATORY NOTE: 1. The format of the draft is not yet final. The draft proposes separate Chapters in respect of the governance framework and group supervision to preserve the flow of the Insurance Acts pending the redraft/amendment of the Acts. 2. The drafting style and readability of the proposed amendment will be revisited and may be improved the draft should be read for substantial comments only. 3. Please note that supervisory cooperation and information exchange matters are addressed in section 22 of the Financial Services Board Act. To amend the Long-term Insurance Act, 1998, and the Short-term Insurance Act, 1998, so as to define certain terms; to state the objects of insurance regulation; to extend the powers of the Registrar; to extend the provisions relating to the licensing of insurers; to provide for explicit governance, risk management and internal control requirements of insurers; to provide for the supervision of insurance groups, and for matters connected therewith. BE IT ENACTED by the Parliament of the Republic of South Africa, as follows: Amendment of section 1 of Act 52 of 1998 as amended by section 2 of Act 17 of 2003, section 1 of Act 27 of 2008 and section [-] of Act [-] of [-] 1. Section 1 of the Long-term Insurance Act, 1998, is hereby amended - (a) by the insertion after the definition of company of the following definitions: control has the meaning as set out in section 2(2) of the Companies Act; Page 2 of 63

3 (b) (c) (d) (e) (f) (g) (h) control function within a governance framework, means the risk management function, the compliance function, the actuarial control function and internal audit function; ; by the insertion after the definition of Financial Services Board Act of the following definition: fit and proper requirements means, amongst others, (i) in relation to a director, senior management and key person in control function, qualities of honesty and integrity, competence, qualifications, continuous professional development and experience; (ii) in relation to any person that directly or indirectly controls an insurer, qualities of honesty and integrity, competence, operational ability, financial soundness and experience; ; by the insertion after the definition of holding company of the following definitions: inter-related person has the meaning assigned in the Companies Act; key person in control function means any person that is head of a control function; ; by the deletion of the definition of managing executive; by the insertion after the definition of official web site [NOTE: official web site to be defined in the FSLGAB, 2011] of the following definition: outsourcing means an arrangement of any form between a long-term insurer and another person, whether that person is supervised under any law or not, in terms of which that person performs a process, a service or an activity, whether directly or by sub-outsourcing, which would otherwise be performed by the longterm insurer itself; ; by the insertion after the definition of reinsurance policy of the following definition: related person has the meaning assigned in the Companies Act; ; by the insertion after the definition of repealed Act of the following definition: senior management means the chief executive officer or person in charge of a long-term insurer and any person who is directly accountable to or reports to the chief executive officer or person in charge of that long-term insurer; ; and by the addition of the following subsection: (3) The Companies Act applies to an association of persons formed under another Act of Parliament that is licensed under this Act to the extent that the Companies Act - Page 3 of 63

4 (a) (b) can apply to it; and applies to a public company registered under this Act.. Insertion of section 1A in Act 52 of The Long-term Insurance Act, 1998, is hereby amended by the insertion after section 1 of the following section: Object of Act 1A. The principal object of this Act is to promote the maintenance of a fair, safe and stable long-term insurance market for the benefit and protection of policyholders.. Amendment of section 4 of Act 52 of 1998 as amended by section 3 of Act 17 of 2003, section 3 of Act 27 of 2008 and section [-] of Act [-] of [-] 3. Section 4 of the Long-term Insurance Act, 1998, is hereby amended by the addition of the following subsections: (9) The Registrar may where practicalities impede the strict application of this Act or any provision of this Act, by notice on the official web site exempt any person or longterm insurer from this Act or any provision of this Act on the conditions determined in the notice. An exemption in terms of this subsection may - (a) apply to persons or long-term insurers generally; or (b) be limited in its application to a particular - (i) person or long-term insurer; or (ii) kind of person or long-term insurer, which may, for the purposes of this section, be defined either in relation to a type or size of the person or longterm insurer or in any other manner. (10) The Registrar may prescribe any requirements set out in this Act in greater detail. (11) (a) The Registrar may issue interpretation guidelines to facilitate the consistent and uniform application of this Act. (b) A person or long-term insurer must adhere to an interpretation guideline until such time as a Court attaches a different interpretation to the subject matter of that interpretation guideline.. Amendment of section 9 of Act 52 of 1998 Page 4 of 63

5 4. Section 9 of the Long-term Insurance Act, 1998, is hereby amended by the substitution for paragraph (b) of subsection (3) of the following subsection: (b) unless the applicant demonstrates to the satisfaction of the Registrar that [if] - (i) it complies and in future will be able to comply with this Act; (ii) it, without derogating from the generality of paragraph (i), complies and in future will be able to comply with the governance framework and financial soundness requirements of this Act; (iii) its directors, senior management and key persons in control functions meet the fit and proper requirements as prescribed; (iv) any persons that directly or indirectly control that person, meet the fit and proper requirements as prescribed; and (v) its licensing will not be contrary to the interests of policyholders or the public interest[(i) the applicant does not have the financial resources, organisation or management that is necessary and adequate for the carrying on of the business concerned; (ii) any person who is, or will, from the date of proposed registration, be a director or managing executive of the applicant is not fit and proper to hold the office concerned; (iii) the direct or indirect control of the applicant by another person, whether by virtue of shareholding, voting power, the power to appoint directors, or in any other manner, will be contrary to the interests of policyholders; (iv) the applicant is not, or will not be, able to comply with this Act; or (v) the registration is contrary to the public interest];. Amendment of section 10 of Act 52 of 1998 as amended by section 5 of Act 17 of 2003, section 5 of Act 27 of 2008 and section [-] of Act [-] of [-] 5. Section 10 of the Long-term Insurance Act, 1998, is hereby amended by the insertion after paragraph (f) of the following paragraph: (fa) relating to the business arrangements of the long-term insurer, including, but not limited to, the outsourcing arrangements that the insurer may enter into;. Substitution of section 11 of Act 52 of 1998 Page 5 of 63

6 6. Section 11 of the Long-term Insurance Act, 1998, is hereby amended by the substitution for subsection (1) of the following subsection: Variation of registration conditions 11. (1) The Registrar may by notice to the long-term insurer amend, delete, replace or impose additional conditions contemplated in section 10, subject to which the long-term insurer is registered or deemed to be registered - (a) upon application of a long-term insurer and having regard, with the necessary changes, to section 9(3)(b); (aa) when in the public interest or the interests of the policyholders, or potential policyholders of the long-term insurer; (b) when acting in accordance with section 12(2) or (3) or when giving an authorisation in accordance with section (2)(a) in relation to a long-term insurer; or (c) if a long-term insurer has ceased to enter into certain long-term policies determined by the Registrar to an extent which no longer justifies its continued registration in respect of those policies, and the long-term insurer has been allowed at least 30 days in which to make representations in respect of the matter[, by notice to the long-term insurer vary a condition, subject to which the long-term insurer is registered or deemed to be registered, by amending or deleting it, or determine a new condition contemplated in section 10].. Insertion of Part IIA in Act 52 of The Long-term Insurance Act, 1998, is hereby amended by the insertion after Part II of the following Part: PART IIA GOVERNANCE, RISK MANAGEMENT AND INTERNAL CONTROL Governance framework General governance framework 14A. (1) A long-term insurer must adopt and implement an effective governance framework that provides for the prudent management and oversight of its long-term insurance business and adequately protects the interests of its policyholders. (2) The governance framework must be proportionate to the nature, scale and complexity of the long-term insurance business and risk profile of the long-term insurer, and must provide for, at least Page 6 of 63

7 (a) an adequate transparent organisational structure with a clear allocation and appropriate segregation of responsibilities and an effective system for ensuring the transmission of information; (b) compliance with this Act and any prescribed requirements in respect of (i) fit and proper requirements for directors, senior management or key persons in control functions; (ii) the risk management system; (iii) the internal control system; (iv) control functions; and (v) outsourcing; (c) written policies, approved by the board of directors, that comply with this Act and any prescribed requirements in respect of (i) general governance; (ii) risk management; (iii) investment; (iv) reinsurance and risk mitigation; (v) internal controls; (vi) remuneration; and (vii) outsourcing. (3) The Registrar at any time may (a) review a long-term insurer s governance framework or require the board of directors or senior management, or both, of the long-term insurer to demonstrate that the governance requirements provided for in this Act are being complied with; and (b) direct the long-term insurer, its board of directors or senior management, or both, to strengthen and effect improvements to its governance framework. Board of directors Composition and governance of board of directors 14B. (1) (a) Despite the provisions of the Companies Act, - (i) the board of directors of a long-term insurer must at all times - (aa) consist of a sufficient number of non-executive directors and independent directors to promote objectivity in decision making by the board of directors; and Page 7 of 63

8 (bb) have an appropriate number and mix of individuals to ensure that there is an overall adequate spread and level of knowledge, skills and expertise at board level commensurate with the governance structure and the nature, scale and complexity of the long-term insurer s business; (ii) the chairperson of the board of directors of a long-term insurer (aa) must at all times be an independent director; and (bb) may not have been the chief executive officer or person in charge of the long-term insurer at any time during the preceding three years. (b) For purposes of paragraph (a), - (i) a non-executive director means an individual who is not involved in the dayto-day management of the insurer; and (ii) an independent director means a non-executive director who is free from any business or other association that could materially interfere with the exercise of independent judgment. (2) (a) If the board of directors does not consist of a majority of non-executive directors of whom the majority is independent directors, the board of directors must (i) notify and motivate the composition of the board of directors to the Registrar; and (ii) publicly disclose and motivate the composition of the board of directors together with the long-term insurer s annual financial statements. (b) If the Registrar is of the opinion that subsection 14(a)(i)(aa) is not complied with, the Registrar may instruct the long-term insurer to change the composition of its board of directors. (3) The board of directors of a long-term insurer must (a) have appropriate internal governance practices and procedures to support its work in a manner that promotes efficient, objective and independent judgment and decision making; (b) have adequate powers and resources to discharge its duties fully and effectively; and (c) adopt and implement a procedure to review, at least annually, its performance collectively, and that of each director individually. Page 8 of 63

9 Structure of board of directors 14C. (1) The board of directors must assess whether, and to what extent, the establishment of committees of the board is necessary and appropriate, subject to, at least establishing an audit committee in accordance with this Act; and (2) If the board of directors elects not to establish a risk committee or remuneration committee, the board of directors must (a) notify and motivate the non-establishment of that committee to the Registrar; and (b) publicly disclose and motivate the non-establishment of that committee together with the long-term insurer s annual financial statements. (3) If the Registrar is of the opinion that a risk committee or remuneration committee must be established, to ensure the prudent management of the long-term insurance business and protection of the interests of policyholders, the Registrar may instruct the insurer to establish the committee. (4) A risk committee or remuneration committee must perform the functions as prescribed. Audit Committee 14D. (1) The board of directors of an insurer must appoint at least three of its members to form and serve on an audit committee. (2) All of the members of the audit committee must be persons who are not employees of the insurer or any of its related parties. (3) The chairperson of the board of directors of the insurer or its controlling company may not be appointed as a member of the audit committee. (4) If the appointment or composition of an audit committee is, in a particular case, inappropriate or impractical or would serve no useful purpose, the Registrar may, subject to such conditions as the Registrar may determine, exempt the insurer concerned from the requirements of subsection (1). (5) Subsections (2), (3), (4) and (5) of section 94 of the Companies Act do not apply to the appointment of an audit committee by an insurer. (6) The audit committee, in addition to the functions referred to in section 94(7) of the Companies Act, must perform the functions as prescribed. Duties of each director Page 9 of 63

10 14E. Each director of a long-term insurer, in addition to the requirements of the Companies Act, must - (a) at all times meet the fit and proper requirements as prescribed; (b) act in the best interests of the insurer and policyholders, putting the interests of the long-term insurer and policyholders ahead of its own interests; and (c) exercise independent judgment and objectivity in decision making, taking into account the interests of the long-term insurer and policyholders. Roles and responsibilities of board of directors 14F. (1) The board of directors is accountable for the effective governance of a long-term insurer. (2) The board of directors of a long-term insurer must, amongst others, - (a) determine and oversee the implementation of the long-term insurer s business objectives and strategies for achieving those objectives, which objectives and strategies must be regularly reviewed to be consistent with the long term interests and viability of the long-term insurer and the legitimate interests of its stakeholders and policyholders; (b) ensure that the roles and responsibilities allocated to the board of directors, senior management and key persons in control functions are clearly defined so as to promote an appropriate separation of oversight function from management responsibilities; (c) provide adequate oversight of senior management; (d) monitor that directors, senior management and key persons in control functions at all times meet the fit and proper requirements as prescribed, to facilitate the sound and prudent management of the business of the insurer; (e) provide oversight in respect of the design and implementation of sound risk management and internal control systems and functions; (f) adopt and oversee the effective implementation of a remuneration policy and remuneration practices; (g) ensure reliable and transparent financial reporting for public and supervisory purposes; (h) have systems and controls to ensure the promotion of appropriate, timely and effective communications with the Registrar and relevant stakeholders on the governance of the long-term insurer, which will allow informed judgments to be Page 10 of 63

11 made about the effectiveness of the board of directors and senior management in governing the long-term insurer; (i) have appropriate policies and procedures to ensure that senior management (i) carries out the day-to-day operations of the long-term insurer effectively and in accordance with the long-term insurer s strategies, policies and procedures; (ii) promotes a culture of sound risk management, compliance and policyholder protection; (iii) provides the board of directors adequate and timely information to enable it to carry out its duties and functions, including the monitoring and review of the performance and risk exposures of the long-term insurer, and the performance of senior management; and (iv) provides relevant stakeholders and the Registrar the information required to satisfy the legal and other obligations applicable to the long-term insurer or senior management; (j) monitor that policies and processes determined by the board of directors are properly implemented; (k) regularly monitor and evaluate the adequacy and effectiveness of the long-term insurer s governance framework; and (l) perform such other roles and responsibilities as may be prescribed. (3) (a) The board of directors may delegate some of the activities or tasks associated with its roles and responsibilities to a board committee, senior management or any other person within the long-term insurer. (b) The board of directors of a long-term insurer must develop an appropriate system of delegation, which delegation must (i) appropriately and clearly mandated; (ii) provide adequate checks and balances; (iii) provide for the monitoring and reporting on delegations; (iv) not allow for the undue concentration of powers; and (v) provide for the withdrawal of a delegation. (c) Anything done or omitted to be done under a delegation (i) does not in any way abrogate the accountability of the board of directors; and (ii) is deemed to have been done or omitted by the board of directors. Page 11 of 63

12 Risk management and internal control systems Risk management system 14G. (1) A long-term insurer, as part of its governance framework, must establish and maintain an effective risk management system, comprising the totality of strategies, policies, and procedures for identifying, measuring, monitoring, managing, and reporting of all material risks to which the long-term insurer may be exposed. (2) The risk management system should adequately support the board of directors in meeting its responsibilities with respect of the furtherance of the safe and sound operation of the insurer and the protection of policyholders, taking into account the nature, scale and complexity of the long-term insurance business and risk profile of the long-term insurer. (3) The risk-management system must, at least, include (a) a clearly defined and documented risk management strategy that includes the risk management objectives, risk management principles and assumptions, and assignment of risk management responsibilities across all the activities of the longterm insurer, consistent with the long-term insurer s overall business strategy; (b) adequate written policies consistent with the risk management strategy and the requirements of section 14H; (c) appropriate processes, procedures and tools (including, where appropriate, models) for identifying, assessing, monitoring, managing, and reporting on material risks; (d) reports to inform senior management and the board of directors on all material risks faced by the long-term insurer and on the effectiveness of the risk management system itself; and (e) processes for ensuring adequate contingency planning, business continuity and crisis management. (4) (a) The risk management system must be reviewed regularly by the long-term insurer s internal audit function or an objective external reviewer to ensure that necessary modifications and improvements are identified and made in a timely manner. (b) Any modifications or improvements must be documented in the matter as prescribed and approved by the board of directors. Page 12 of 63

13 Risk management policies 14H. (1) A long-term insurer must develop and regularly review adequate written risk management policies that include (a) a definition and categorisation of the material risks to which the long-term insurer is exposed, taking into account the nature, scope, and time horizon of the long-term insurance business; (b) the levels of acceptable risk limits for each type of risk; and (c) the assignment of specific risk management obligations across the long-term insurer, including in respect of risk escalation and risk mitigation. (2) The risk management policies must incorporate - (a) an explicit investment policy, that includes the matters as may be prescribed; (b) a reinsurance and risk mitigation policy outlining appropriate strategies and procedures for the selection of suitable reinsurance programs and other risk mitigation techniques, proportionate to the nature, scale and complexity of the insurer s risks, and to the capabilities of the insurer to manage and control the risk mitigation technique used; and (c) a remuneration policy designed to address excessive or inappropriate risk taking, that includes the matters as may be prescribed. Internal control system 14I. (1) A long-term insurer must establish and maintain an effective internal control system appropriate to the nature, scale, and complexity of the long-term insurer s business and risks. (2) The internal control system must provide the board of directors with reasonable assurance from a control perspective that the long-term insurance business is operated consistently with (a) the strategy determined by the board of directors; (b) the business objectives of the long-term insurer; (c) the policies and processes determined by the board of directors; and (d) the laws and regulations that apply to the long-term insurer. (3) The internal control system must (a) be designed and operated to provide reasonable assurance in respect of Page 13 of 63

14 (b) (c) (d) (e) (i) the key business, information technology and financial policies and procedures (including accounting and financial reporting); and (ii) the related risk management and compliance measures in place; provide for the development and implementation of a compliance plan; secure the long-term insurer s compliance with this Act; provide for the effectiveness and efficiency of operations; and ensure the availability and reliability of financial and non-financial information. Control functions General requirements for control functions 14J. (1) A long-term insurer must establish and maintain the following control functions: (a) a risk management function; (b) a compliance function; (c) an actuarial control function; and (d) an internal audit function. (2) Each control functions referred to in subsection (1) must be structured to ensure that the function has the necessary authority, independence, resources, expertise and access to all relevant employees and information. (3) The authority and responsibilities of each control function must be determined under the governance framework of the insurer referred to under section 14A. (4) (a) The risk management function, compliance function and actuarial control function must be regularly reviewed by the long-term insurer s internal audit function or an objective external reviewer. (b) The internal audit function must be regularly reviewed by an objective external reviewer. (c) The board of directors must regularly review the performance of each control function. (5) The existence of any control function does not relieve the board of directors or senior management from their respective governance and related responsibilities. (6) The Registrar may prescribe requirements for any control function, including, in addition to section 14K, requirements relating to the reporting structures, responsibilities and functions of a control function. Page 14 of 63

15 (7) The requirements prescribed under paragraph (6) do not apply where the responsibilities and functions of the actuarial control function are performed by the statutory actuary in terms of section 20, to the extent that these requirements are addressed in section 20. Head of control function 14K. (1) A long-term insurer must appoint a head for each of the control functions referred to in section 14J. (2) A person may be appointed as the head of more than one control function and the statutory actuary may be appointed as the head of the actuarial control function. (3) The Registrar, on notification of the appointment of a head of a control function in accordance with section 18, may instruct the insurer to appoint another or a dedicated person as the head of a control function, if the Registrar is of the opinion that (a) a person is not a suitable head for more than one control function; or (b) the appointment of a person as the head of more than one control function will detract from an adequate control environment and risk management system, taking into account the nature, scale and complexity of the long-term insurer s business and the risks to which it is exposed. (4) The head of each control function must (a) regularly report to the board of directors or one of its committees; (b) communicate directly and regularly meet (without the presence of senior management) with the chairperson of the board of directors or one of its committees. (5) The head of the compliance function must (a) submit to the Registrar, if his or her appointment is for any reason terminated, a statement of what he or she believes to be the reasons for that termination; and (b) without delay, report in writing to the board of directors any matter relating to the business of the long-term insurer of which he or she becomes aware in the performance of his or her functions and which, in his or her opinion, constitutes a contravention any section of this Act; and (c) submit the report referred to in paragraph (b), without delay to the Registrar where, in the opinion of the head, appropriate steps to rectify the matter are not taken by the board of directors to the satisfaction of the head within 30 days after the date in which the report was submitted to the board of directors. Page 15 of 63

16 Outsourcing 14L. (1) A long-term insurer that outsources any function or activity must have an outsourcing policy, that includes the matters as may be prescribed. (2) A long-term insurer may not outsource any aspect of its long-term insurance business that may (a) materially impair the quality of the governance framework of the long-term insurer; (b) materially increase risk to the long-term insurer or materially adversely affect the insurer s ability to manage its risks and meet its legal and regulatory obligations; (c) impair the ability of the Registrar to monitor the long-term insurer s compliance with its regulatory obligations; (d) undermine continuous, fair and satisfactory service to policyholders; or (e) create potential conflicts of interest in respect of the insurance business of a longterm insurer, the interests of policyholders or the business of the third party that performs the outsourcing. (3) Any remuneration paid in respect of outsourcing must (a) be reasonable and commensurate with the actual process, service or activity outsourced; (b) not result in any process, service or activity in respect of which commission or a binder fee is payable being remunerated again; (c) not be structured in a manner that may encourage the unreasonable or unfair treatment of policyholders; and (d) not be linked to the monetary value of claims repudiated, not paid or partially paid. (4) Sub-sections (2) and (3) apply to any sub-outsourcing of an outsourcing by a third party, where that third party is authorised to sub-outsource under the outsourcing contract between the insurer and that third party. (5) A long-term insurer must timeously, prior to entering into an outsourcing arrangement, notify the Registrar of (a) the proposed outsourcing of (i) a control function; (ii) a function usually performed by executive management; or (iii) any function that has the potential, if disrupted, to have a significant impact on the insurer s business operations or its ability to manage risks effectively; (b) the details of the third party to whom the insurer will outsource that function; and Page 16 of 63

17 (c) the key risks associated with the outsourcing and the risk mitigation strategies that will be put in place to address these risks. (6) An insurer must immediately notify the Registrar of any material developments (such as termination, material non-performance and the like) with respect to the outsourcing during the duration of the outsourcing contract. (7) Senior management and the board of directors remain responsible for the effective functioning of all aspects of the insurer s governance framework and the discharging all of its obligations under this Act regardless of any outsourcing. (8) (a) The Registrar may prescribe (i) the requirements with which any outsourcing and remuneration paid in respect of outsourcing must comply; (ii) the requirements with which an insurer and any person that will perform an outsourced process, service or activity must comply; (iii) the matters that must be included and addressed in the outsourcing policy referred to under subsection (1); (iv) the matters that must be included or addressed or may not be included in an outsourcing contract; or (v) the processes, services or activities of an insurer that may not be outsourced. (b) The matters referred to in paragraph (a) may be limited in application to a particular kind or type of insurer, a particular operational function or activities or type or class of insurance business, which may be defined either in relation to a category, type or in any other manner. Amendment of section 18 of Act 52 of 1998, as amended by section 7 of Act 17 of Section 18 of the Long-term Insurance Act, 1998, is hereby substituted for the following section: Notification of certain appointments, terminations and resignations 18. (1) A long-term insurer shall notify the Registrar, in the form and of the information required by the Registrar, in respect of every director,[or managing executive] person in senior management or key person in control function appointed by it or whose appointment has been terminated by it, or who has resigned, within 30 days Page 17 of 63

18 after such appointment or termination or resignation, as the case may be, together with the reasons for any such termination or resignation. (2A) (a) If the Registrar is of the opinion that a director, person in senior management or key person in control function appointed does not meet the prescribed fit and proper requirements in respect of, amongst others, personal character qualities of honesty and integrity, competence, qualifications and experience as prescribed, the Registrar may instruct the insurer to remove that director from its board of directors, or to terminate the employment of that person in senior management or key person in control function. (b) If the Registrar instructs the insurer to remove a director from its board of directors or to terminate the employment of that person in senior management or key person in control function, the insurer must do so within a period of 14 days and must ensure that the person in question does not in any way, whether directly or indirectly, concern himself or herself with or take part in the management or control functions of the insurer. (c) Despite anything to the contrary in any law or in any agreement, the appointment by an insurer of a director, person in senior management or key person in control function is subject to the condition that the appointment may be terminated under paragraph (b) and the insurer must make any appointment subject to this condition. (2) Any such director,[or managing executive] person in senior management or key person in control function who resigns or whose appointment has been terminated by a long-term insurer shall, at the request of the Registrar, inform the Registrar in writing of any matter relating to the affairs of that insurer of which the director,[or managing executive] person in senior management or key person in control function became aware in the performance of his or her duties and which may prejudice the insurer s ability to comply with this Act. (3) No information furnished by a director,[or managing executive] person in senior management or key person in control function in terms of subsection (2) may be used in any subsequent criminal proceedings against such director,[or managing executive] person in senior management or key person in control function.. Amendment of section 22 of Act 52 of Section 22 of the Long-term Insurance Act, 1998, is hereby amended by the substitution for subsection (1) of the following subsection: (1) The Registrar may by notice require a long-term insurer to terminate the appointment of a director, person in senior management, key person in control function, Page 18 of 63

19 public officer, auditor or statutory actuary of that long-term insurer, if the person or firm concerned is not fit and proper to hold the office concerned.. Repeal of section 23 of Act 52 of 1998, as amended by section 8 of Act 27 of 2008 and section [-] of Act [-] of [-] 10. Section 23 of the Long-term Insurance Act, 1998, is hereby repealed. Amendment of section 26 of Act 52 of 1998, as amended by section 9 of Act 17 of 2003 and section [-] of Act [-] of [-] 11. Section 26 of the Long-term Insurance Act, 1998, is hereby amended (a) by the substitution for the heading of the following heading: Limitation on shareholding in long-term insurers ; (b) by the deletion of subsection (1); (c) by the substitution for subsection (2) of the following subsection: (2) No person shall and no long-term insurer shall allow a person to, directly or indirectly, without the prior approval of the Registrar, acquire or hold shares in a long-term insurer [or a related person of that long-term insurer] if - (a) prior to the compulsory conversion of shares issued with a nominal value or par value in accordance with the Companies Act, the aggregate nominal value of those shares, by itself or together with the aggregate nominal value of the shares already owned by that person or by that person and related persons, will amount to 15[25] per cent or more of the total nominal value of all of the issued shares of the long-term insurer concerned; (b) after the compulsory conversion of shares issued with a nominal value or par value in accordance with the Companies Act, the total number of those shares, by itself or together with the total number of the shares already owned by that person or by that person and related persons, will amount to 15[25] per cent or more of all the shares in a specific class of shares issued by the long-term insurer concerned. ; (d) by the substitution for paragraph (a) of subsection (4) of the following subsection: (a) compelling such shareholder to reduce, within a period determined by the Court, that shareholding to a shareholding not exceeding 15[25] percent of ; and (e) by the deletion of subsections (5) and (6). Page 19 of 63

20 WORDING OF SECTION 26 AFTER AMENDMENT BY FINANCIAL SERVICES LAWS GENERAL AMENDMENT BILL AND THIS BILL Limitation on control and certain shareholding or other interest in long-term insurers 26. (1) Subject to this section, no person shall, directly or indirectly, acquire or hold shares or any other financial interest in a long-term insurer or a related person of that long-term insurer which results in that person, directly or indirectly, alone or with a related person, exercising control over that long-term insurer, without the prior approval of the Registrar. (2) No person shall and no long-term insurer shall allow a person to, directly or indirectly, without the prior approval of the Registrar, acquire or hold shares in a long-term insurer or a related person of that longterm insurer if - (a) prior to the compulsory conversion of shares issued with a nominal value or par value in accordance with the Companies Act, the aggregate nominal value of those shares, by itself or together with the aggregate nominal value of the shares already owned by that person or by that person and related persons, will amount to 1525 per cent or more of the total nominal value of all of the issued shares of the long-term insurer concerned; (b) after the compulsory conversion of shares issued with a nominal value or par value in accordance with the Companies Act, the total number of those shares, by itself or together with the total number of the shares already owned by that person or by that person and related persons, will amount to 1525 per cent or more of all the shares in a specific class of shares issued by the long-term insurer concerned. (3) The approval referred to in subsection (2) - (a) may be given (i) subject to the aggregate nominal value of the shares or total number of shares in a specific class of shares or aggregate number of all the shares owned by the person concerned and his, her or its related person not exceeding such percentage as may be determined by the Registrar without further approval in terms of this section; (ii) subject to such other conditions as the Registrar may determine; (b) shall not be given if it would be contrary to (i) the public interest; or (ii) the interests of the policyholders, or of persons who may become policyholders, of the long-term insurer; and (c) may be refused if the person concerned, alone or with his, her or its related persons, has not already owned shares in the long-term insurer - (i) of the aggregate nominal value or number of a specific class; and (ii) for the minimum period, not exceeding 12 months, that the Registrar may determine. (4) If the Registrar is satisfied that the retention of a particular shareholding by a particular shareholder will be prejudicial to the long-term insurer, the Registrar may apply to the Court in whose area of jurisdiction the head office of the long-term insurer is situated for an order Page 20 of 63

21 (a) compelling such shareholder to reduce, within a period determined by the Court, that shareholding to a shareholding not exceeding 1525 percent of- (i) the total nominal value or number of all the issued shares of the long-term insurer; or (ii) all the shares in a specific class of shares issued by the long-term insurer; and (b) limiting, with immediate effect, the voting rights that may be exercised by such shareholder by virtue of his, her or its shareholding to 15 per cent of the voting rights attached to all the issued shares of the long-term insurer. (5) For the purposes of this section related party, in relation to (a) a natural person, means (i) a person who is recognised in law or the tenets of religion as the spouse life partner or civil union partner of that person; (ii) a child of that person, including a stepchild, adopted child and a child born out of wedlock; (iii) a parent or stepparent of that person; (iv) a person in respect of whom that person is recognised in law or appointed by a Court as the person legally responsible for managing the affairs of or meeting the regular care needs of the firstmentioned person; (v) a person who is the permanent life partner or spouse or civil union partner of a person referred to in subparagraphs (ii) to (iv); (vi) a person who is in a commercial partnership with that person; (vii) another person who has entered into an agreement or arrangement with that natural person, relating to the acquisition, holding or disposal of, or the exercising of voting rights in respect of, shares in the insurer in question; (viii) a juristic person whose board of directors acts in accordance with his or her directions or instructions; (ix) a trust controlled or administered by him or her; ; (b) a juristic person (i) which is a company, means any subsidiary or holding company of that company, any other subsidiary of that holding company and any other company of which that holding company is a subsidiary; ; and (ii) which is a close corporation registered under the Close Corporations Act, 1984 (Act No. 69 of 1984), means any member thereof as defined in section 1 of that Act; (iii) which is not a company or a close corporation, means another juristic person which would have been its subsidiary or holding company (aa) had it been a company; or (bb) in the case where that other juristic person, too, is not a company, had both it and that other juristic person been a company; (iv) means any person in accordance with whose directions or instructions its board of directors acts; (v) means another juristic person whose board of directors acts in accordance with its directions or instructions; (vi) means a trust controlled or administered by it. (6) For the purposes of this section a person shall be deemed to exercise control over a long-term insurer if that person, alone or with related persons Page 21 of 63

22 (a) holds shares in the long-term insurer of which - (i) the total nominal value represents 25 per cent or more of the nominal value of all the issued shares thereof; (ii) the total number of shares represents 25 per cent or more of all the shares in a specific class of shares issued by that long-term insurer; (b) is directly or indirectly able to exercise or control the exercise of more than 15 per cent of the voting rights associated with securities of that company, whether pursuant to a shareholder agreement or otherwise; or (c) has the right to appoint or elect, or control the appointment or election of, directors of that company who control more than 15 per cent of the votes at a meeting of the board. Insertion of Part VIIA in Act 52 of The Long-term Insurance Act, 1998, is hereby amended by the insertion after Part VII of the following Part: PART VIIA INSURANCE GROUPS Definitions 65A. For purposes of this Chapter controlling company means a non-operating holding company of an insurance group that is subject to this Chapter; financial conglomerate means an insurance group that includes - (a) at least one person subject to registration under this Act; and (b) at least one person subject to registration, licensing or approval under (i) the laws, other than this Act, referred to in the definition of financial institution in section 1 of the Financial Institutions (Protection of Funds) Act, 2001 (Act 28 of 2001) i1 ; (ii) the Banks Act, 1990 (Act No. 94 of 1990), the Mutual Banks Act, 1993 (Act No. 124 of 1993) or the Co-operative Banks Act, 2007 (Act No. 40 of 2007); or (iii) the National Credit Act, 2005 (Act No. 34 of 2005); or 1 See endnotes Page 22 of 63

23 (c) at least one person that issues a financial product ii as defined in the Financial Advisory and Intermediary Services Act, 2002 (Act No. 37 of 2002) or furnishes advise or renders intermediary services in respect of a financial product as defined in the Financial Advisory and Intermediary Services Act, 2002, and the issuing of that financial product is not subject to registration, licensing or approval under any Act of Parliament; and (d) their related and inter-related persons iii ; insurance group means two or more persons iv - (a) at least one of whom is subject to registration under this Act; and (b) at least one of whom has a significant influence on the person referred to under paragraph (a); and (c) their related and inter-related persons, but excludes any holding company of a person referred to in paragraphs (a), (b) and (c) that is incorporated outside of the Republic; insurance sub-group means a subset of an insurance group consisting of, but not limited to, all persons that are subject to registration under this Act or the Short-term Insurance Act, 1998 (Act No. 53 of 1998); inter-group transaction means any arrangement or agreement in terms of which a long-term insurer, directly or indirectly, relies on another person that is part of the insurance group or a related or inter-related person of the aforementioned person, for the fulfilment of an obligation; inter-related person has the meaning assigned in the Companies Act; non-operating holding company means a public company whose only business is the acquiring, holding and managing of another company or other companies; related person has the meaning assigned in the Companies Act; regulatory authority means any organ of state as defined in section 239 of the Constitution of the Republic of South Africa, 1996, responsible for the supervision or enforcement of legislation; risk concentration means any risk exposure that has a loss potential large enough to threaten the financially sound condition of a long-term insurer that is part of an insurance group; and significant influence has the meaning prescribed by the Registrar with reference to, amongst others, (i) a related or inter-related person; Page 23 of 63

24 (ii) inter-connectedness; (iii) risk exposure; (iv) risk concentration; (v) risk transfer; (vi) inter-group transactions; (vii) other transactions; (viii) contractual obligation; or (vix) of any combination of subparagraphs (i) to (viii). Object of Chapter 65B. (1) The object of this Chapter is to facilitate the effective and appropriate supervision of insurance groups to promote the maintenance of fair, safe and stable insurance markets for the benefit and protection of policyholders. (2) In meeting the object of this Chapter, the Registrar must implement and maintain a prospective and risk-based supervisory approach that reflects the nature, scale and complexity of the risks to which an insurance group or insurance sub-group is exposed. Application of Chapter 65C. (1) This Chapter applies to all insurance groups, subject to subsection (2) and section 65D. (2) (a) The Registrar, on application from a long-term insurer that is part of an insurance group (other than a financial conglomerate) that consists of one long-term insurer and one or more persons not referred to in paragraph (c) of the definition of financial conglomerate, may exempt that insurance group from this Chapter on the conditions determined by the Registrar. (b) A long-term insurer that is exempted from this Chapter under subsection (a) is subject to this Act to the extent that it applies to a long-term insurer and the conditions imposed by the Registrar under subsection (a). (3) If an insurance group or insurance sub-group consists of at least a long-term insurer and a at least a short-term insurer as defined in the Short-term Insurance Act, 1998, the group or sub-group is subject to this Chapter. Registrar to determine scope of group supervision Page 24 of 63

25 65D. (1) (a) The Registrar, in respect of each insurance group, and after consultation with other relevant regulatory authorities in the case of a financial conglomerate, must determine the scope of the insurance group that is subject to this Chapter and, in writing, inform the holding company of that insurance group accordingly. (b) The Registrar, in determining the scope of an insurance group that is subject to this Chapter, - (i) must consider the significant influence that a person or persons have on a long-term insurer; and (ii) may exclude certain persons from that insurance group; or (iii) determine that an insurance sub-group constitutes the insurance group for purposes of this Chapter. (2) The insurance group as determined by the Registrar under subsection (1) is subject to this Chapter. (3) (a) The Registrar may at any time because of a change in the significant influence that a person has on a long-term insurer, by written notice to the controlling company referred to under subsection (1), amend the insurance group that is subject to this Chapter. (b) The insurance group as amended under paragraph (a) is subject to this Chapter. (4) A long-term insurer, within three months of becoming part of an insurance group, must inform the Registrar of the scope of that insurance group. Incorporation of or conversion to controlling company 65E. (1) A holding company of an insurance group referred to under section 65D that is not a controlling company, must, within 2 months of being informed of the scope of the insurance group that is subject to this Chapter, - (a) incorporate a controlling company or convert to a controlling company; and (b) inform the Registrar of the prescribed details of that controlling company. (2) A holding company of an insurance group referred to under section 65D that is a controlling company, must, within three months of being informed of the scope of the insurance group that is subject to this Chapter, inform the Registrar of the prescribed details of that controlling company. Transparent group structure Page 25 of 63

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