INSURANCE COMPANY MANAGEMENT IN GIBRALTAR October 2009
Contents Section 1 introduction 2 Section 2 INSURANCE COMPANY management services 4 Section 3 GIBRALTAR as a centre for insurance companies 8 Section 4 WILLIS IN GIBRALTAR 14 global Captive Practice Contacts Malcolm Cutts-Watson Email: cuttswm@willis.com Direct line: +44 (0)1481 735628 Mobile: +44 (0)7781 135628 Nigel Goodlad Email: goodladnb@willis.com Direct line: +44 (0)1446 773675 Mobile: +44 (0)7715 759451 Dominic Wheatley Email: wheatleyd@willis.com Direct line: +44 (0)1481 735630 Mobile: +44 (0)7781 135630 Brendan Duggan Email: dugganb@willis.com Direct line: +44 (0)20 3124 7977 Mobile: +44 (0)7931 259334 Willis Management (Gibraltar) Limited 1
Section 1 Introduction THE WILLIS Global CAPTIVE PRACTICE IS A MAJOR FORCE IN THE GLOBAL CAPTIVE INDUSTRY WITH OPERATIONS WORLDWIDE. 2 Willis Management (Gibraltar) Limited
The Financial Services (Insurance Companies) Act 1987 formally established Gibraltar as an insurance centre. Over the last 20 years, Gibraltar has significantly expanded its role as a major international finance centre and its financial and regulatory infrastructure is recognised as being one of the best in the world. There are more then 60 insurers operating in Gibraltar today. Gibraltar licensed financial institutions can provide financial services throughout EU and European Economic Area (EEA) states, without requiring separate authorisation in each state. This is known as the ability to passport services and is the cornerstone of the Gibraltar insurance sector, which continues to grow steadily. Gibraltar has proven to be a particularly attractive location for insurance companies wishing to underwrite risks cross border into the U.K. and Ireland, as well as other EEA territories. Most notably, it has rapidly grown its share of the U.K. motor market to a significant level. It attracts international insurance, reinsurance and captive insurance companies alike and the Gibraltar offering is enhanced further by the ability to use Protected Cell Company legislation in order to structure the company. Gibraltar offers favourable conditions when considered as an insurance company location: Positive regulatory environment favourable to inward investment Onshore low tax environment Within European Union Highly professional insurance management Well established and efficient infrastructure Attractive location and time zone within Europe Legal system based on English law Willis has been established in Gibraltar since 1989. Stanhope by Hufton + Crow Willis Management (Gibraltar) Limited 3
Section 2 INSURANCE COMPANY Management Services The Willis Global Captive Practice is at the forefront of Insurance management technology worldwide. 4 Willis Management (Gibraltar) Limited
Willis is one of the largest insurance managers in Europe and has management companies in all the major reputable captive locations worldwide. Willis Management (Gibraltar) Limited is a wholly owned subsidiary of the Willis Group, the world s third largest insurance broking organisation. It was formed in 1989 and now has: 8 companies under management 10 staff employed in Gibraltar Gross written premiums in excess of 110 million Funds under management in excess of 250 million Our client base includes major multinational corporations, FTSE 100 companies, as well as privately owned independent insurers. We offer a high quality full insurance management service, encompassing all aspects of strategic development and administration. Our comprehensive consulting service includes the provision of feasibility studies and specific advice in relation to insurance programme design, structuring and operation. We also provide incubation services for new self managed start up operations, including commercial insurance and reinsurance companies. The experience, commitment, expertise and professionalism of our Gibraltar team are the qualities that we believe set us apart from our competitors. Willis has a team of professionals qualified and experienced in each of the relevant disciplines, which include: Insurance Accountancy Company Secretarial Corporate Governance Risk Management Each servicing team benefits from qualified accountants and insurance professionals, supported by a number of experienced administrators. The office has a support infrastructure including a Compliance Officer, Money Laundering Reporting Officer, and I.T. support. Willis has established relationships with the Financial Services Commission (FSC), all major (and many minor) fronting insurers, reinsurers and broking houses to facilitate the smooth and effective administration of clients insurance programmes. Willis also has established relationships with all the major banks, legal advisers, auditors, actuaries and other service providers to ensure the smooth running of the company. Whatever your requirements, Willis has a team of dedicated professionals available to deliver service excellence. Willis Management (Gibraltar) Limited offer the following management services: Insurance Management Accountancy Company Secretarial Regulatory Corporate Governance Banking Consulting and Technical support Willis Management (Gibraltar) Limited 5
Insurance Management Captive development and programme design Underwriting Premium administration Policy documentation Claims handling, administration and reporting Liaison with insurance and reinsurance brokers Maintaining underwriting accounts and statistics Accountancy Management accounts Group consolidation reporting Statutory annual accounts Full accounting documentation including budgets and cash flow statements Design of accounting systems using recognised software Corporate Governance Corporate Governance Framework Operational Procedures Manual Key Risks and Controls Matrix Schedule of Key Actions Banking and Investments Cash management Monitoring of investment managers (if appointed) Monitoring currency exposures Authorisation and payment of expenses CONSULTING AND TECHNICAL SUPPORT The Willis Global Captive Practice is an integrated captive service provider, providing management and consulting services from its operations based in all major reputable captive domiciles. Company Secretarial Compliance with Gibraltar regulations Maintenance of corporate records Notice and minutes of directors meetings Preparation of board papers REGULATORY Ensuring compliance with local Regulator Monitoring solvency and capital 6 Willis Management (Gibraltar) Limited
Section 3 GIBRALTAR AS A CENTRE FOR INSURANCE COMPANIES Willis is proud to be among the vanguard of international insurance managers in GIBRALTAR. 8 Willis Management (Gibraltar) Limited
INSURANCE REGULATORY POSITION One of the principal attractions of Gibraltar is its regulatory environment. Committed Gibraltar Government support, together with a favourable attitude to inward investment, has generated a positive regulatory framework. Gibraltar s legal system is based upon English law and statutes. It has enacted legislation and implemented standards of supervision which match those required by insurance legislation and supervisory practice in the U.K. An independent Financial Services Commission (FSC) licenses and supervises financial services licensees, including insurance companies, in accordance with EU directives. Gibraltar is a self-governing dependent territory of the United Kingdom. It has been a full member of the European Union (EU), under Article 299(4) of the Treaty of Rome, since 1973. Its membership of the EU provides access to the Single European Market which is aimed at establishing free movement of capital, removal of tariff barriers, freedom to establish and freedom to provide services. INTERNATIONAL COOPERATION AND FINANCIAL REPUTATION As an integral part of the European Union, Gibraltar is required to implement in full, all EU legislation on regulatory and related matters such as Anti Money Laundering and the Financing of Terrorism and Crime, and therefore cooperates fully with matters and investigations carried out under EU directives. By its own founding constitution, Gibraltar s standards and supervisory practices, governing the provision of financial services, match those of the U.K. if they mitigate risk to the same extent taking into account the respective nature and size of both markets. The Government of Gibraltar has a record of full cooperation with international bodies and in October 2000 was the first jurisdiction to undergo a full Module 2 assessment by the IMF. The regulatory regime was found to accord with best practice across the industry and regulatory authority was ranked as a well developed supervisor. The IMF endorsed Gibraltar once again in 2007 following its extensive review of the Anti Money Laundering and Counter Terrorist Financing, Banking and Insurance areas. In all three areas Gibraltar was found to be meeting international standards demanded of any reputable finance centre. Gibraltar is a participating partner of the OECD s global forum on taxation and it is committed to implementing it s standards on tax exchange agreements. Finally, in 2000 FATF undertook a full review and classified Gibraltar as a cooperative jurisdiction. In its November 2002 report it also endorsed the Anti Money Laundering regime in place on the Rock. taxation Gibraltar is a low tax area within the EU. For new companies, the corporate tax rate is 10% taxed on an actual basis. In addition to the low corporation tax rate, there are a number of other favourable aspects to the tax regime: There is no VAT or capital gains tax. Neither are there restrictions on repatriation of profits, or withholding taxes on dividends. Movement in IBNR and technical reserves are allowable when computing taxable income. Combined with low tax this allows an insurance company to accumulate shareholder funds. Willis Management (Gibraltar) Limited 9
INSURANCE COMPANIES The principal advantage of Gibraltar s EU membership is that an insurer is in a position to provide coverage direct to customers based anywhere within EU and European Economic Area (EEA) states, without the need for local fronting insurers. This can be achieved either under the Freedom of Services provisions, or by Establishing a presence in the host territory. AUTHORISATION Authorisation to establish an insurer or reinsurer must be obtained from the FSC. There are ongoing requirements for submission of annual returns and accounts in prescribed formats to the regulator in addition to technical reserve and solvency requirements. Gibraltar has had in place Protected Cell Legislation since 2001. A cell company in Gibraltar can legitimately passport insurance business directly into Europe. CAPTIVES Current EU legislation does not identify captives as separate types of insurance operations to open market insurers and are thus regulated in the same way as any other insurance company. Gibraltar s insurance regulations are fully in line with EC directives. CAPITALISATION The level of capitalisation required is dependent upon the amount of underwriting capacity the insurer wishes to offer and the classes of business underwritten. An insurer is required to have a minimum paid-up share capital 2,300,000 ( 3,500,000 if liability classes are written). The minimum requirement for a captive writing reinsurance business only is currently 1,000,000. SOLVENCY MARGIN Minimum solvency is required in accordance with EU Directives for insurance and reinsurance companies. TIMELINE The FSC s service standard is to determine a complete application within a minimum of 18 weeks from its receipt. COMPANY ESTABLISHMENT There are more than 60 insurers operating in Gibraltar. The licensing of an insurer is a relatively straightforward though detailed exercise, entailing the completion of an application form and the presentation of a business plan, which is normally based on a feasibility study. It is recommended that an independent specialist opinion on the possible taxation and regulatory ramifications of operating in other territories, including other EU and EEA states, is sought. The establishment of an insurance company in Gibraltar involves its incorporation and subsequent licensing by the FSC. A comprehensive due diligence process is required to ensure compliance with Gibraltar s Anti Money Laundering legislation, and regulatory requirements and Willis Group compliance requirements. The insurance manager works in conjunction with the client s chosen legal firm in Gibraltar to incorporate the insurance company, which can be achieved in a short period of time, usually within a week. It is important to ensure that the principal statutory documents are drafted in accordance with the investor s requirements and clearly reflect the insurance company s prospective operations. This process is carried out in parallel with the insurance licence application process. 10 Willis Management (Gibraltar) Limited
An application in respect of a pure captive insurer will be expected to be completed within a short time frame. A non captive insurer s application time will generally take longer and also be partly determined by whether the company has elected to carry out its business under Freedom of Services provisions or the Establishment rules. The latter requires up to an additional two months for the Host State Regulator to lodge any queries with the FSC. A typical application process, including the preliminary feasibility study stage, will generally take a minimum of three and usually not more than six months, providing the applicant is prepared to dedicate the required time and resources to the project. The application will require details of ownership, share capital and structure, as well as personal questionnaires for all directors, controllers, and managers. A comprehensive business plan must be submitted to the FSC including detailed three year financial projections giving information regarding the proposed business to be written and programme structure. The business plan must also cover expected premiums, claims, operating expenses, investment income and reinsurance protection. A comprehensive due diligence exercise must be undertaken to ensure compliance with AML legislation. Checklist for Establishment ESTABLISHMENT Feasibility of an insurer agreed Business plan 2 Business plan agreed 4 6 Company 8 Licence Full capital 10 prepared with insurer parent incorporated application subscribed submitted Parent company Select board of Final application Directors meeting to 1 3 5 7 9 Licence 11 board approval of insurer directors, and discuss business plan pack prepared issue shares,discuss Business Plan and to appoint: Auditors, Secretary, Bankers and Managers approved Licence issued 12 Notify Host State Regulators 13 Initial meeting with Head of insurance Supervision (IS) Willis Management (Gibraltar) Limited 11
ASSOCIATED COSTS The costs associated with the incorporation, licensing and operation of a Gibraltar based insurance company are very low compared with the financial benefit a successful insurer can offer its shareholders. Cost of establishment FSC Licence FEES Application fee Captives (re)insurers 2,000 Application fee General (re)insurers 3,000 Application fee Long-term Business 8,000 Application fee PCC 2,000 Application fee Per cell 1,000 Insurance Manager Insurance Managers Set Up Fee captive (min) 10,000 15,000 Insurance managers Set Up fee non-captive (min) 20,000 30,000 Other Incorporation 2,000 5,000 Stamp Duty 10 Annual Costs FSC Licence FEES General (re)insurance captive 3,000 Long-term (re)insurance captive 7,000 general (re)insurer 15,000 long-term (re)insurer 20,000 PCC 3,000 Per cell 1,000 Insurance Company Management Management fee pure captive direct writing (min) 80,000 120,000 Management fee pure captive reinsurance (min) 40,000 60,000 Management fee non-captive (min) 100,000 Audit fee direct writing captive (min) 15,000 Audit fee reinsurance captive (min) 10,000 Directors fees* (min) 10,000 per director * Typical fee per director, depending on nature of company and business written. Note: Fees are typical examples, are not exhaustive, and will vary depending on the complexity of the insurance programme and structure. 12 Willis Management (Gibraltar) Limited
Willis Management (Gibraltar) Limited 13
Section 4 WILLIS IN GIBRALTAR Willis team combines local and international experience to provide the management strength to deliver our clients expectations. 14 Willis Management (Gibraltar) Limited
Willis office in Gibraltar is situated at Suite 827, Europort, Gibraltar, in the heart of the finance centre. Our business operation in Gibraltar adopts the Willis Global Captive Practice standards of insurance company management services. The procedures are tried and tested but flexible to adapt to specific demands of conducting business in Gibraltar. Our Gibraltar team offer access to: Senior management with in excess of 50 years combined experience in insurance company management 5 professionally qualified staff based in Gibraltar The wider experience and expertise of captive insurance available throughout the captive practice The substantial resources and expertise available throughout Willis BOARD CONSTITUTION In most cases, an insurance company will have at least three directors, some of whom will be locally resident and some of whom will be shareholder representatives and/or executive management. Good governance and local regulation expects a suitably balanced and skilled board. Willis would be pleased to introduce a number of potential local directors from a range of professional backgrounds and experience. Willis executives do not sit on the boards of companies we manage as we believe this creates a significant conflict of interest. TYPICAL pack contents Notice and agenda of meeting Minutes of previous meeting Status report of all matters arising from previous meeting Summary of insurance cover provided by the Company Manager s report, which will include: Executive Summary Underwriting Review (including reinsurance) Claims Review Financial Review Any other business (e.g. new business, industry developments) Financial information Management Accounts with comparatives as required Underwriting Accounts Claims information, appropriately analysed Other relevant information Investment Information Report by the Investment Managers (where appointed) Portfolio Valuation (where appropriate) Analysis of cash deposits Corporate Governance Compliance Review Schedule of Key Actions Review of key risks and controls Review of management procedures Review of Corporate Governance Framework Board of Directors Meeting Pack Prior to each directors meeting, Willis will prepare and distribute to directors and approved interested parties a bound board pack containing information to assist the directors in the decision making process and keep them properly advised of the activities of the company. These may also be circulated electronically. Willis Management (Gibraltar) Limited 15
Investment Management An element of the financial return from any insurance company will consist of investment income generated from the company s share capital, from its reserves and premium income and from retained earnings. The establishment and execution of an appropriate investment policy is therefore very important. Investment policy should include reference to the regulatory guidelines and ensure: Security Liquidity Yield The purpose of the investment policy is to enable the insurer s funds to be held in a form which is secure and liquid enough to meet the potential claims obligations, whilst obtaining the best possible yield on the funds. In the case of a global insurance programme, it is important to consider the currencies in which the assets are held against potential liabilities in order to comply with regulation and reduce the risk from currency exposure, and to consider the claims profile of the company when establishing an investment strategy. Many insurance companies use professional investment managers, who follow formal guidelines laid down by the board of directors. Gibraltar has access to many reputable investment managers experienced in the particular demands of insurance fund management. Gibraltar has a good choice of professional investment managers available. It is advisable that the investment manager be accessible by the captive insurance manager as close liaison will be required. Until an insurer has sufficient funds to justify the appointment of an investment manager, the normal route is to place funds in fixed term bank deposits across a number of E.U. regulated banks, appropriate to cash flow requirements. This service can be provided by Willis under delegated authority from the board. Inter company loans are possible from free assets subject to FSC notification. KEY PERSONNEL Daily supervision of our client companies is the responsibility of one of our Managers and/or Directors. The majority of our staff have (or are making substantial progress towards) relevant qualifications in either insurance or accounting to ensure that an integrated service can be offered incorporating all aspects of insurance company management. Development work is supported by our specialist Captive Consultants across the Willis Global Practice. The appointment of an investment manager may be considered once the insurer s funds reach the order of 20 million, dependent upon the shareholders and board s attitude to investment risk. Tenders will normally be invited from a panel of investment managers and presentations made to the board of directors of the insurance company, who will then decide which manager to appoint. 16 Willis Management (Gibraltar) Limited
David Prince, FCA, BA (Hons) Director Tel: +350 200 51801 Email: princed@willis.com After qualifying and working in Bermuda with Ernst & Young, David spent 10 years in the Isle of Man as Director of the Willis Captive Management operation. He moved to Gibraltar in 2000 and is responsible for day to day operational management and oversight of the quality of technical advice and service delivery to all Gibraltar clients. Derren Vincent, ACII, BSc (Hons) Director Tel: +350 200 51801 Email: vincentdl@willis.com Derren joined the U.K. Corporate Risk Solutions arm of Willis in 1996. In July 2004 he was appointed as the Underwriting Manager of the Gibraltar office and is responsible for insurance underwriting, administration and technical issues. Derren has extensive experience of EU based captives as both manager and consultant. Bruno Callaghan Non-Executive Director Tel: +350 200 51801 Email: callaghanb@willis.com Bruno worked with Willis in London from 1985-1989. He returned to Gibraltar in 1989 to establish Callaghan Insurance Brokers Ltd who have been correspondents of Willis since that date. He is a specialist in Latin America and Medical Malpractice insurance. He is a non-executive director of various companies including other Gibraltar insurance companies. He is a former President of the Gibraltar Chamber of Commerce and a member of the Government of Gibraltar s Economic Advisory Council. 18 Willis Management (Gibraltar) Limited
Christian Chichon, ACA, BSc (Hons) Account Manager Tel: +350 200 51801 Email: chichonc@willis.com Following graduation, Christian joined PricewaterhouseCoopers (PwC) obtaining his chartered status in 2004 and specialising in leading audits for a range of major manufacturers and pension companies of corporate entities. Christian returned home to Gibraltar to join Willis in September 2004 where he now heads up the Accounting Team, ultimately responsible for all accounting services provided to our client companies. Louise Cruz, FCCA, BA (Hons) Compliance Officer Tel: +350 200 51801 Email: cruzl@willis.com Louise worked for KPMG in Gibraltar between 1985 and 2001 gaining experience in audit, accountancy, fiduciary services and liquidations. She acted as Company Secretary to an insurance company subsidiary of a U.K. plc. Louise joined Willis in 2003 and is specifically responsible for the internal and external compliance function in Gibraltar, as well as having direct input to the overall Global Captive Practice compliance framework. Willis Management (Gibraltar) Limited 19
Willis Management (Gibraltar) Limited PO Box 708 Suite 827, Europort Gibraltar Tel: +350 20051801 www.willis.com Willis Management (Gibraltar) Limited Registered office: 23, Portland House, Glacis Road, Gibraltar. 7814/10/09