Now you have a captive, what do you do?

Now you have a captive, what do you do? 17 June 2008, Tuesday

Speakers Panellists: Traver Alexander, Research Officer, Bermuda Monetary Authority (BMA) Brad Adderley, Partner, Insurance Team, Appleby Gina Smith, Actuarial Services, Bermuda Monetary Authority (BMA) William Noonan, Vice President, Risk Management, Structure Tone, Inc. Moderator: Khim Chia, Assistant Vice President, Business Development Marsh Captive Solutions - Bermuda

Agenda • Overview of Bermuda Captive Market – BMA Review • Ongoing Compliance • Actuarial Report: What is BMA looking for? • Case Study: • Now I have a captive, what do I do? • Challenges faced by Risk Manager • If I can start all over again, would I do it differently?

Overview of Bermuda Captive Market Traver Alexander, Research Officer Bermuda Monetary Authority (BMA) talexander@bma.bm

Sources: • Statutory Financial Returns • Annual Market Survey on Captives • Administered jointly by the BMA and BIMA, • the Bermuda Insurance Managers Association • * Preliminary figures for year-end 2007

Gross Written Premiums • a) Rates of Retention • b) Percentage of Business Assumed • c) Geographical Location of Risk • Types of Insurance Coverage • a) Main Property Lines of Business • b) Main Casualty Lines of Business • Asset Composition

Class 1 Captives • Single parent captives insuring only the risk of that parent or affiliate • Class 2 Captives • Single parent or multi-owner captives with allowance • to insure 3rd party risk up to 20% of GWP • Class 3 Captives • Captives with allowance to insure 3rd party risk over • 20% of GWP

Largest domicile in respect to gross written premiums • and captive formations • High rates of retention • Growing geographical diversity in the location of risk • Casualty leads Property in insurance coverage • Strong balance sheet positions with 2/3 of assets in • cash and quoted investments

Ongoing Compliance Brad Adderley, Partner, Insurance Team Appleby badderley@applebyglobal.com

Companies Act 1981 • Directors, Officers and Residency • Annual Government Fee • Annual Declaration • Annual General Meeting • Dividends and Other Distributions

Insurance Act 1978 • Dividends and Distributions • Requirements of Controllers • Powers of Bermuda Monetary Authority • Controller • Obligations of Insurer • Punishment • Recourse

Companies Act 1981 / cont.Directors and Officers • Minimum – Directors • Minimum – Officers • Residency

Companies Act 1981 / cont.Annual Government Fee Assessable Capital – US$ Fee – BDA$ • 120,000 4,070 • 120,001 – 1,200,000 6,275 • 1,200,001 – 12,000,000 8,360 • 12,000,001 – 100,000,000 10,455 • 100,000,001 – 500,000,000 18,670 • 500,000,001 or more 31,120

Companies Act 1981 / cont.Annual Declaration • Timing • Prepared and signed by whom • Confirmation … • Business • Authorised Capital • Share Premium • Currency

Companies Act 1981 / cont.Annual General Meeting • Timing • Extension • Sanction • Board Meetings

Companies Act 1981 / cont.Annual General Meeting • Audited Financials • Auditors and Fee • Size of Board • Directors • Alternate Directors • Fees

Companies Act 1981/ cont.Dividends and other Distributions • (a) the company is, or would after the payment be, unable to pay its liabilities as they become due; or • the realisable value of the company’s assets would thereby be less than the aggregate of its liabilities and its issued share capital and share premium accounts

Insurance Act 1978Dividends and Distributions

Insurance Act 1978 / cont.Requirements of Controllers • Controllers to be “fit and proper” • Multiple controllers (at least two) of corporate vehicles • Oversight to include non-executive directors • Business conducted in a “prudent manner” with appropriate levels of “integrity and skill” • BMA shortly to publish interpretive statements regarding the minimum criteria • BMA may cancel the registration of a registered person if it feels the minimum criteria are not, or are no longer, being met

Insurance Act 1978 / contPowers of Bermuda Monetary Authority • Powers to enable BMA to investigate unregistered activity • Persons involved protected against self-incrimination • Legal privilege respected • BMA can obtain a search warrant if there is non-cooperation or fear of destruction of documents

Insurance Act 1978 / contPowers of Bermuda Monetary Authority BMA may exercise its powers of intervention: • If the minimum criteria are not met • If a person becomes a controller of a private company insurer without BMA permission or remains as one in spite of BMA objections • BMA may direct the removal of a controller or officer as part of its intervention • BMA may cancel the registration of an insurer

Insurance Act 1978 - cont.Controller • “Controller” includes “shareholder controller” • Obligations arise when the following thresholds of voting control are crossed: 10%, 20%, 33% and 50% of voting control of insurer or its parent company • Various summary/ indictable offences outlined for contravention of shareholder controller’s obligations

Insurance Act 1978 – cont.Obligations of Controller • If insurer/parent is a private company, obligation on shareholder controller to notify BMA in advance and receive BMA’s “no objection” (prospective permission) • BMA must be satisfied that shareholder controller is “fit and proper”

Insurance Act 1978 / cont.Obligations of Insurer • Registered Person must give notice of any changes to any controller to the BMA within 45 days of the registered person becoming aware of the fact • Company’s obligations encompass more than simply changes to shareholder controllers - failure to give notice is a summary offence

Insurance Act 1978 / cont.Punishment • Sanctions imposed on controllers who continue after notice of objection served • BMA powers to restrict shares/order sale of shares where controllers continue in position after similar to that described above for shareholder controllers • BMA can object to existing controllers of a registered person (including but not limited to shareholder controllers) if it considers they are no longer “fit and proper”

Insurance Act 1978 / cont.Recourse • What may be appealed and by whom: • Canceling of registration or directing the removal of a controller by registered person to a tribunal • Affected individuals may appeal in certain instances • Notices of objection may be appealed by the person on whom the notice is served • Tribunals to consist of a chairman and two other members; panel of nine persons to be appointed by MoF • Points of law may be appealed to Court

Actuarial Considerations for Bermuda Captives Gina Smith, ACAS, MAAA, CPCU Assistant Director, Actuarial Services Bermuda Monetary Authority (BMA) gsmith@bma.bm

Agenda Introduction BMA’s Actuarial Services Team Actuarial Considerations for Captives within our Regulatory Framework

Introduction Captives represent a significant proportion of Bermuda’s international insurance industry Diverse Bermuda market BMA is a risk-based regulator Actuarial analyses also risk-based

The Actuarial Services Team • Director - Rick Shaw, FIAA, BSc. Hons. • Assistant Director - Gina Smith, ACAS, MAAA, CPCU • (Re)Insurance experience spanning: • Consulting • International policy and regulation • Mergers and Acquisitions • Property Catastrophe Pricing & Reserving • Capital adequacy issues

The Actuarial Services TeamOur Function Proportionality Principle • Risk-based • Consistent with international standards Key Stakeholder risks • Threaten the security of policyholders • Threaten the overall solvency position of the company • Threaten Bermuda’s reputation Distinction between regulation of captives versus commercial insurers

Actuarial ConsiderationsLicensing & Authorizations • Assess nature, scale and complexity of new applicants and their related risk • Evaluate appropriateness of key actuarial & capital adequacy assumptions • Evaluate key issues • Know Your Customer (KYC) • Loss reserve specialist approvals • Shareholder related validations • Due diligence procedures • Regulatory & economic capital resource analysis

Actuarial ConsiderationsOn-Sites and Compliance • Provide on-going support to supervisory teams • Captive Manager On-Site Programme • Broader On-site Programme • Start-up assessments of newly licensed entities • On-going site assessments of mature companies • Evaluate Adequacy of technical provisions including loss reserve levels, unearned premium provisions, premium deficiency reserves and economic capital levels

Actuarial ConsiderationsRun-Off & Restoration • Provide support to Restoration & Run-Off team • Policyholder protection is foremost priority • Evaluation of suitability of valuation methods for technical provisions and other balance sheet items

Actuarial Services RoleIndustry Consultation • BMA – continuous review and enhancement of framework • Industry consultation critical to regulatory development process • Recent consultations • Financial guarantee valuation of liabilities • Internal capital models

Now You Have a Captive, What Do You Do? An Owner’s View William B. Noonan, CRIS Vice President – Risk Management Structure Tone, Inc

Risk Manager’s Checklist • Captive Business Plan • Captive Administrator • Legal / Regulatory • Parent Company Executive Management • Finance / Accounting / Audit / Tax • Expectations • Insurance Carriers • New Programs For Your Captive

Business Plan • Read your Business Plan again (even if for the 100th time) • Read your Feasibility Study again. • Do the above at intervals (90 Days, 6 Months, a year after being approved). • Are you sticking to your Business Plan? • Are you doing what you told the BMA you planed to do?

Captive Administrator • Selecting the right team that fits your business and your Risk Management team. • Reporting, does it work for your company and meet your needs? • Check your ego (My Ego). An administrators “Gold” is there experience across all facets of a captive. Take advantage of their “Lessons Learned”.

Legal / Regulatory • Does your Business plan match your license? • Making sure all legal partners understand your Business Plan and Feasibility Study (Captive lawyer, Parent Company General Counsel, Outside Counsel, Tax Counsel) • Making sure everyone is working off the same page and plan!

Parent Company Executive Management • Do they fully understand the Business Plan? • After you form your Captive, have key members read the Business Plan and Feasibility study again (They may not remember what was decided a year ago). • Make sure they understand how the Captive may change “cash flow” requirements at your annual renewal.

Now you have a captive, what do you do?