The Cooperative Insurance Companies Control Law (the Law )

Transcription

1 The Cooperative Insurance Companies Control Law (the Law ) Article 1: Insurance activities within Saudi Arabia may only be conducted by insurance companies established and registered in Saudi Arabia and operated in a Cooperative manner consistent with the principles set forth in the Article of Association of The National Company for Cooperative Insurance, as set forth in Royal Decree No. (M/5) dated 17/4/1405H, and in a manner consistent with Islamic Law and Jurisprudence. Article 2: In accordance with the provisions of the National Cooperative Health Insurance law, as issued by Royal Decree No. (M/10) dated 1/5/1420H, the Saudi Arabian Monetary Agency ( SAMA ) is authorized to administer and enforce the Law in the manner set forth below: - SAMA is authorized to receive and review all initial applications for the establishment of insurance and re-insurance companies and determine whether such applications fulfill applicable requirements and regulations. Upon approval of any such applications, SAMA will forward the applications to the Ministry of Commerce and Industry which will be responsible for completing the registration of all insurance and re-insurance companies. - SAMA is authorized to supervise and regulate all insurance and re-insurance activities, which activities must be consistent with the Implementing Rules of the Law and the supervisory requirements issued by SAMA. In particular, SAMA is authorized to regulate insurance activities as follows: a- To administer and approve the rules for the investment and maintenance of insurance and re-insurance premiums, investments and reserves and to establish a formula by which profits of insurance and re-insurance operations will be distributed among the shareholders and policyholders of insurance and re-insurance companies, which formula must take into account the separate account values of the shareholders, policy holders, and the general needs of such company s insurance operations. b- Specifying the amount of capital that an insurance or re-insurance company must deposit in a bank licensed to engage in business in Saudi Arabia, before commencing various insurance activities. c- Reviewing and approving the text of insurance and re-insurance policy forms and identifying the minimum amounts of third party liability coverage that must be provided in accordance with relevant law. 1/7

2 d- Promulgating rules and regulations regarding how assets of insurance and re-insurance companies may be invested. e- Promulgating rules and conditions regarding which assets may be kept inside and outside of Saudi Arabia by insurance and reinsurance companies and the minimum and maximum asset values which must be retained for each type of insurance. SAMA shall establish ratios setting forth minimum and maximum insurance premiums that may be issued and collected relative to each insurance and reinsurance company's capital and statutory reserves. f- Setting rules and controls to preserve the rights of policy beneficiaries to ensure that insurance companies are able to meet all legitimate policy claims and satisfy relevant liabilities. Article 3: An insurance or re-insurance company may only be established in Saudi Arabia pursuant to the issuance of a Royal Decree affirming a resolution of the Council of Ministers, which resolution must be predicated upon a proposal of the Minister of Commerce and Industry, which proposal must meet all requirements set forth in Article 2 above. The following requirements must be met for any new insurance or re-insurance company: Article 4: 1- It must be a public joint stock company. 2- The main objects of any such company must be to engage in insurance and/or re-insurance activities. The company may not engage in any other activities unless such are required for or integral to the practice of insurance and re-insurance. Insurance and re-insurance companies may not directly own any insurance or re-insurance brokerage companies. Upon obtaining SAMA s approval, however, an insurance company may own a re-insurance brokerage services company. 3- The minimum paid up capital of insurance companies shall be not less than one hundred million Saudi Riyals while re-insurance or insurance companies practicing re-insurance services must have a minimum paidup capital of two hundred million Saudi Riyals. The stated capital of an insurance or re-insurance company may not be amended without first obtaining the prior approval of SAMA and any such amendment must be in full compliance with the requirements of the Saudi Arabian Commercial Companies Law. The Implementing Rules of this Law will define the insurance operations which will be governed by this Law. Each insurance company shall expressly state the type of insurance activities in which it will engage. 2/7

3 Article 5: Subsequent to commencing operations, insurance and re-insurance companies may not cease their insurance and reinsurance activities without first obtaining the approval of SAMA, which is charged with ensuring that such insurance and reinsurance companies have made the necessary arrangements to preserve the rights of policy holders and investors. Article 6: SAMA must approve of all members of the Boards of Directors of insurance and reinsurance companies; the criteria for membership shall be set forth in the Implementing Rules of this Law. Article 7: The Chairman of the Board, the managing directors, board members and General Manager of an insurance or re-insurance company will be held liable for the insurance or re-insurance company s violation of this Law or the Implementing Rules of this Law when such violations fall within such executive s responsibility. Article 8: SAMA staff or auditors appointed for specific missions may audit the records or accounts of any insurance and/or re-insurance company. Such inspections shall be conducted at the head offices of the relevant insurance or re-insurance company. The staff of an insurance or re-insurance company which is being audited by SAMA shall provide SAMA staff and any SAMA designated auditors with all data, records or documents which such staff have under their control or any other information regarding the insurance or re-insurance company under audit. Article 9: Without the prior written approval of SAMA, insurance and re-insurance companies may not open up any branch or offices, either inside or outside of Saudi Arabia, enter into any agreements or formalities to merge, or to acquire any interest or control in any other insurance or banking operation or acquire any interest in any insurance or re-insurance company. Article 10: 1- The General Assembly of insurance and re-insurance companies shall annually appoint and approve the fees of two auditing offices from the charted accountants licensed to do business in Saudi Arabia. 2- In addition to complying with the auditing requirements set forth in the Saudi Arabian Commercial Companies Law, the auditors of an insurance or reinsurance company shall state in the annual reports to the General Assembly their opinions as to whether the financial statements of the companies under 3/7

4 audit truly reflect such company s financial status on the budget date and the outputs of their fiscal year completed on that date. Such reports shall also expressly state if such statements are prepared, exhibited and audited in accordance with the locally applicable accounting criteria (Saudi GAAP). 3- An insurance or re-insurance company s annual fiscal statements and auditor's report shall be published within three months of the completion or such company s fiscal year. Article 11: SAMA has the right to request from any insurance or re-insurance company subject to the Law, at any time or in any manner identified by SAMA, any data deemed necessary to fulfill SAMA s responsibilities to enforce the Law. Insurance and reinsurance companies are required to deliver the following information to SAMA when requested by SAMA: 1- A statement of revenues and expenditures of any type of insurance activity. 2- A detailed statement about the insurance activities conducted by such company during the subject period of time. 3- Statistical data and general information about the company s activities. 4- A statement of the company's investments. 5- Any other data as may be required by SAMA. Article 12: Any person who obtains any information, during or because of his involvement with enforcing the provisions of this Law, shall not disclose or use such information for personal benefit in any way whatsoever. Article 13: All insurance and re-insurance companies must, in accordance with the tax regulations, Zakat levy collection law and the relevant implementing rules, file with the Department of Zakat and Income Tax their tax statements, audited financial statements and any other data or documents deemed necessary by the Department for the purpose of levying Zakat and Taxes. Any taxes owed shall be paid on time as specified by the law. Article 14: Insurance and re-insurance companies shall deposit funds for the benefit of SAMA, with one of the banks licensed to engage in business in Saudi Arabia. The terms regulating such deposit shall be set forth in the Implementing Rules of this Law. Article 15: Insurance and re-insurance companies shall allocate at least 20% of their annual profits to a legal reserve until the total accumulated value of the legal reserve is equal to 100% of the paid up capital of such companies. 4/7

5 Article 16: All insurance and re-insurance companies shall establish reserves for each type of insurance activity engaged in by such company, and any other reserves required by the Implementing Rules of the Law. Article 17 All insurance and re-insurance companies subject to the Law shall maintain separate accounting books for each type of insurance in accordance with requirements to be set forth in the Implementing Rules of the Law as well as maintaining records listing all insurance policies issued by the company showing the names of the policyholder, addresses, date of issue, validity, fees, status and relevant inclusive terms for each policy. These records and books shall include any changes or revisions made to any policies or policy documentation. SAMA may issue instructions, which shall be binding over insurance or re-insurance companies subject to the Law, to record and assemble any data deemed necessary by SAMA in order to further its power for inspection and control. Such data may be computerized in accordance with the rules and procedures stated in the implementing rule of the Commercial Book Keeping law. Article 18: SAMA shall determine the necessary terms and conditions for issuance of licenses to practice insurance related professions including those professions set forth below: - Insurance brokers; - Insurance consultants; - Loss assessment and inspection experts; - Insurance claims settlement specialists; and - Actuarial Experts. The above professions shall be licensed by the Ministry of Commerce and Industry with SAMA supervising and controlling the activities of such professions. Article 19: If an insurance or re-insurance company has violated any of the provisions of this Law or the Implementing Rules of this Law or has adopted a policy jeopardizing its ability to fulfill its obligations under this Law, SAMA may take any one or more of the following actions: 1- Appoint one or more advisors to advise the company on its operations; 2- Suspend the membership of any member of the Board of Directors or staff if such person is approved to be responsible for such violation; 3- Constraint or prevent the company from accepting any new underwriters, investors or policyholders; or 5/7

6 4- Require that the company take any other steps deemed necessary in this regard. If SAMA determines that the company has continued to violate any provision of this Law or its Implementing Rules and that such company has not responded to SAMA s required procedures, despite the penalties imposed under this Law, SAMA may consequently request that the company be dissolved. Article 20: By a resolution of the Council of Ministers which shall be based on the recommendation presented by the Minister of Finance, one or more committees will be formed composed of three competent members at least one of whom shall be a legal advisor. Such committees shall be the competent authority that will adjudicate disputes between insurance companies and policy holders or with subrogated parties. Such committee shall also have the responsibility of deciding if insurance and reinsurance companies have violated any supervisory and control instructions and determine if any violations have been committed by those who practice insurance related professions referred to hereinabove (Article 18). Officials, appointed by a resolution of the Minister of Finance, will be the prosecutors before this committee concerning any such violations. The committee's decisions may be appealed to the Board of Grievances. Article 21: Without prejudice to any greater penalties stated by another Law, violators of any provisions of this Law will be subject to a penalty of a maximum one million Saudi Riyals and four years imprisonment or any combination of penalties. Article 22: 1- Without prejudice to the authorities granted to the committees created in Article 20 hereinabove, the Board of Grievances will have jurisdiction in any of the following instances: a. To decide all disputes arising between or among insurance and reinsurance companies; b. To decide if there have been violations of this Law and to enforce any relevant penalties set forth in Article 21 hereinabove; or c. To consider imposing imprisonment, in the first instance, as recommended by either The Saudi Arabian Monetary Agency or the competent committee formed pursuant to Article Officials appointed by a resolution of the Minister of Finance will be the prosecutors before the Board of Grievances in matters involving the Law. 6/7

7 Article 23: The Implementing Rules of this Law are to be issued by a decision of The Minister of Finance and will be published within 60 days of the date on which this Law is published. The Implementing Rules of this Law will come into effect on the date that this Law comes into effect. Article 24: Taking Article 1 of this Law into consideration, the Saudi Arabian Commercial Companies Law shall be applicable in all relevant matters not expressly referenced herein in the way it meets the type of these companies Article 25: This Law will be published in the Official Gazette and will come into effect within 90 days of the date on which it is published. 7/7