Insurance (Corporate Governance) Regulations 2013

a reference to the doing of anything at an annual general meeting shall, in the case of such a company, be read as a reference to the doing of that thing by way of a resolution by written means in accordance with the Companies Act; and

a reference to the date of an annual general meeting of such a company shall, unless the meeting is held, be read as a reference to the date of expiry of the period within which the meeting is required by law to be held.

a Tier 1 insurer if the insurer —

is established or incorporated in Singapore; and

in the case of —

a direct life insurer, its latest annual audited statement of financial position shows that it has total assets of at least $5 billion or its equivalent in any foreign currency;

a direct general insurer or a reinsurer, its latest annual audited statement of profit and loss shows that it has gross premiums of at least $500 million or its equivalent in any foreign currency in its insurance funds and Overseas (Branch) Operations; and

a direct composite insurer, satisfies the requirements of sub-paragraph (A) in respect of its total assets or sub-paragraph (B) in respect of gross premiums for its general business; and

a Tier 2 insurer if the insurer —

is established or incorporated in Singapore; and

does not satisfy the requirement under sub‑paragraph (a)(ii) as a Tier 1 insurer.

the insurer’s business strategy;

the insurer’s business plans;

any other matter that the Authority considers relevant.

the director has no management relationship with the insurer or any of its subsidiaries; and

the director has no business relationship with the insurer or any of its subsidiaries, or with any officer of the insurer,that could interfere, or be reasonably regarded as interfering, with the exercise of the director’s independent business judgment with regard to the interests of the insurer.

he is employed by the insurer or any of its subsidiaries, or has been so employed at any time during the current financial year or any of the preceding 3 financial years of the insurer or any of its subsidiaries;

any member of his immediate family —

is employed by the insurer or any of its subsidiaries as an executive officer whose compensation is determined by the Remuneration Committee or the Board of the insurer or any of its subsidiaries; or

has been so employed at any time during the current financial year or any of the preceding 3 financial years of the insurer or any of its subsidiaries; or

he is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the management of the insurer or any of its subsidiaries.

he is a director, a substantial shareholder or an executive officer of any corporation, or a partner of a firm or a limited liability partnership or a sole proprietor, where such corporation, firm, limited liability partnership or sole proprietor carries on business for purposes of profit to which the insurer or any of its subsidiaries has made, or from which the insurer or any of its subsidiaries has received, payments in the current or immediately preceding financial year; or

he is receiving or has received any compensation from the insurer or from any of the insurer’s subsidiaries, other than compensation received for his services as a director or as an employee, at any time during the current or immediately preceding financial year of the insurer.

a director, a secretary or an employee of the insurer;

a receiver or manager of any part of the undertaking of the insurer appointed under a power contained in any instrument; and

the liquidator of the insurer appointed in a voluntary winding-up.

the immediate subsidiary of another insurer (referred to in this paragraph as the parent insurer); or

the sole subsidiary of a designated financial holding company which does not carry on any business other than the holding of the insurer,shall, if he is not a substantial shareholder of the insurer, the parent insurer or the designated financial holding company, as the case may be, and is not connected to —

a substantial shareholder of the insurer (other than the parent insurer or designated financial holding company); or

a substantial shareholder of the parent insurer or designated financial holding company, as the case may be,be treated as if he were independent from the substantial shareholder of the insurer for the purposes of regulations 7(1), 9, 11(1), 16(1) and 17(1).

in the case where the substantial shareholder is an individual —

a member of the immediate family of the substantial shareholder;

employed by the substantial shareholder;

employed by an associate of the substantial shareholder;

an executive director of an associate of the substantial shareholder;

a non-executive director of an associate of the substantial shareholder;

a partner of a firm or a limited liability partnership of which the substantial shareholder is also a partner; or

accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the substantial shareholder; or

in the case where the substantial shareholder is a corporation —

employed by the substantial shareholder;

employed by an associate of the substantial shareholder;

a director of the substantial shareholder;

an executive director of an associate of the substantial shareholder;

a non-executive director of an associate of the substantial shareholder;

a partner of a firm or a limited liability partnership of which the substantial shareholder is also a partner; or

accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the substantial shareholder.

have a Board comprising at least 3 directors; and

in the case where —

the insurer is a Tier 1 insurer, subject to paragraphs (2), (3) and (4) and regulations 14(3) and 20, have a Board comprising at least a majority of directors who are independent directors; or

the insurer is a Tier 2 insurer, subject to paragraphs (3) and (4) and regulations 23(3) and 29, have a Board comprising at least one-third of directors who are independent directors.

at least a majority of directors who are independent from management and business relationships with the Tier 1 insurer; and

at least one-third of directors who are independent directors.

notify the Authority of the event within 14 days after the occurrence of the event; and

on or before its next annual general meeting, appoint such number of new directors as may be required to rectify the composition of the Board in accordance with the requirements under paragraph (1).

any of its executive directors;

any person who is a member of the immediate family of the principal officer of the insurer.

a Nominating Committee;

a Remuneration Committee;

an Audit Committee; and

a Risk Management Committee.

the Board of the Tier 1 insurer performs for the Tier 1 insurer all the functions of the Nominating Committee, the Remuneration Committee or the Risk Management Committee, as the case may be, set out in these Regulations; and

the Tier 1 insurer informs the Authority in writing that the functions of the Nominating Committee, the Remuneration Committee or the Risk Management Committee, as the case may be, are performed by its Board.

at least 3 members of the Board of the Tier 1 insurer; and

at least a majority of directors (including the chairman of the Nominating Committee) who are independent directors.

at least a majority of directors who are independent from management and business relationships with the Tier 1 insurer; and

at least one-third of directors (including the chairman of the Nominating Committee) who are independent directors.

the Tier 1 insurer shall notify the Authority of the event within 14 days after the occurrence of the event; and

if this results in a breach of any requirement under paragraph (1), the Board shall, within 3 months after that event, appoint such number of new members as may be required to rectify the composition of the Nominating Committee in accordance with that requirement.

each director;

each member of each board committee;

the principal officer and deputy principal officer;

any actuary appointed with the approval of the Authority under the Act;

the chief financial officer; and

the chief risk officer.

the appointment of the candidate or nominee will not result in non-compliance with the requirements under regulations 7(1), 9, 11(1), 16(1), 17(1) and 18(1); and

the candidate or nominee is a fit and proper person for the office and is qualified for the office, taking into account the candidate’s or nominee’s track record, age, experience, capabilities, skills and such other relevant factors as may be determined by the Nominating Committee.

shall determine —

whether he is independent from management and business relationships with the Tier 1 insurer; and

whether he is independent from any substantial shareholder of the Tier 1 insurer,using the criteria set out in regulation 5 or 6, as the case may be, and, where applicable, in accordance with regulation 14; and

shall maintain a record of its determination.

shall determine —

whether each existing director is independent from management and business relationship with the Tier 1 insurer; and

whether each existing director is independent from any substantial shareholder of the Tier 1 insurer,using the criteria set out in regulation 5 or 6, as the case may be, and, where applicable, in accordance with regulation 14;

shall review and assess whether each existing director remains qualified for the office using the criteria set out in regulation 12(3); and

shall maintain a record of its determination and its assessment, respectively.

not considered independent from business relationships with the Tier 1 insurer under regulation 5(3)(a) or (b); or

not considered independent from a substantial shareholder of the Tier 1 insurer because of the relationship specified in regulation 6(3)(a)(v) or (b)(v),shall nonetheless be considered independent from business relationships with the Tier 1 insurer, or independent from a substantial shareholder of the Tier 1 insurer, as the case may be, if the Nominating Committee is satisfied that the director’s independent business judgment and ability to act in the interests of the Tier 1 insurer will not be impeded, despite the relationships specified in that regulation.

at any time, the Authority is not satisfied that a director of the Tier 1 insurer is independent notwithstanding any determination of the Nominating Committee made under paragraph (1); and

the lack of independence of that director would result in a failure by the Tier 1 insurer to comply with any of the requirements under regulation 7(1), 9, 11(1), 16(1), 17(1) or 18(1),the Authority shall direct the Tier 1 insurer to rectify the composition of the Board or any relevant committee in accordance with the requirements under regulation 7(1), 9, 11(1), 16(1), 17(1) or 18(1), as the case may be, within such time, and subject to such conditions or restrictions, as the Authority may specify.

notify the Authority in writing of the particulars of the persons proposed to be appointed to the positions referred to in regulation 12(1)(a) and (b), including whether the requirements for independence in regulations 5 and 6 are satisfied;

notify the Authority in writing of the review and assessment of each existing director referred to in regulation 13(2)(b);

in the case where the Nominating Committee has made a determination under regulation 14, provide the Authority with the Nominating Committee’s explanation of its decision as to why the director should be considered independent; and

furnish to the Authority such further information as the Authority may require.

at least 3 members of the Board of the Tier 1 insurer; and

at least a majority of directors (including the chairman of the Remuneration Committee) who are independent directors.

at least a majority of directors who are independent from management and business relationships with the Tier 1 insurer; and

at least one-third of directors (including the chairman of the Remuneration Committee) who are independent directors.

recommending a framework for determining the remuneration of the directors of the Tier 1 insurer;

recommending a framework for determining the remuneration of the executive officers of the Tier 1 insurer which shall include the following elements and factors in the design and operation of the framework:

the remuneration package of each executive officer of the Tier 1 insurer —

shall be aligned to the specific job function undertaken by the executive officer and, where the executive officer undertakes any of the Tier 1 insurer’s control job functions, the remuneration package of that executive officer shall be determined independently of the business functions of the Tier 1 insurer;

shall take into account input from the Tier 1 insurer’s control job functions as may be relevant to the specific job function undertaken by the executive officer;

shall be aligned with the risks that the Tier 1 insurer undertakes in its business that is relevant to the specific job function undertaken by the executive officer;

shall be sensitive to the time horizon of risks that the Tier 1 insurer is exposed to, which includes ensuring that variable compensation payments shall not be finalised over short periods of time when risks are realised over long periods of time;

shall, in relation to the quantum of bonus payable to the executive officer, be linked to his personal performance, the performance of his specific job function as a whole and the overall performance of the Tier 1 insurer; and

shall, in relation to the rationale for the mix of cash, equity and other forms of incentives, be justified; and

the size of the bonus pool of the Tier 1 insurer shall be linked to the overall performance of the Tier 1 insurer;

recommending the remuneration of each director and executive officer of the Tier 1 insurer based on the frameworks referred to in sub-paragraphs (a) and (b), respectively; and

reviewing, at least once in each year, the remuneration practices of the Tier 1 insurer to ensure that they are aligned with the recommendations made in accordance with sub-paragraphs (a), (b) and (c).

the Tier 1 insurer shall notify the Authority of the event within 14 days after the occurrence of the event; and

if this results in a breach of any requirement under paragraph (1), the Board shall, within 3 months after that event, appoint such number of new members as may be required to rectify the composition of the Remuneration Committee in accordance with that requirement.

at least 3 members of the Board of the Tier 1 insurer, all of whom are independent from management and business relationships with the Tier 1 insurer; and

at least a majority of directors (including the chairman of the Audit Committee) who are independent directors.

the Tier 1 insurer shall notify the Authority of the event within 14 days after the occurrence of the event; and

if this results in a breach of any requirement under paragraph (1), the Board shall, within 3 months after that event, appoint such number of new members as may be required to rectify the composition of the Audit Committee in accordance with that requirement.

at least 3 members of the Board of the Tier 1 insurer; and

at least a majority of directors (including the chairman of the Risk Management Committee) who are non-executive directors.

the establishment and the operation of an independent risk management system for managing risks on an enterprise‑wide basis; and

the adequacy of the risk management function of the Tier 1 insurer, including ensuring that it is sufficiently resourced to monitor risk by the various risk categories and that it has appropriate independent reporting lines.

the Tier 1 insurer shall notify the Authority of the event within 14 days after the occurrence of the event; and

if this results in a breach of any requirement under paragraph (1), the Board shall, within 3 months after that event, appoint such number of new members as may be required to rectify the composition of the Risk Management Committee in accordance with that requirement.

the members of the Nominating Committee;

the chief financial officer; and

the chief risk officer.

where —

there is a change in the status of a director under regulation 5 or 6 during the period between the date immediately after the date of the director’s appointment and the date immediately before the next annual general meeting of the Tier 1 insurer; and

the Tier 1 insurer could not reasonably have known of that change on or before the date of the director’s appointment; or

where —

there is a change in the status of a director under regulation 5 or 6 during the period between the date immediately after an annual general meeting of the Tier 1 insurer and the date immediately before the next annual general meeting of the Tier 1 insurer (other than the period referred to in sub-paragraph (a)(i)); and

the Tier 1 insurer could not reasonably have known of that change on or before the date of the first‑mentioned annual general meeting.

in respect of any requirement under regulation 7(1)(b)(i), at the next annual general meeting, appoints such number of new directors as may be required to rectify the composition of the Board in accordance with that requirement; or

in respect of any requirement under regulation 9, 11(1), 16(1), 17(1) or 18(1), within 3 months after notifying the Authority of the change of status of the director, appoints such number of new members of the relevant committee as may be required to rectify the composition of the relevant committee in accordance with that requirement.

to appoint such number of new directors as may be necessary to rectify the composition of the Board in accordance with the requirements under regulation 7(1)(b)(i), within such time before the next annual general meeting of the Tier 1 insurer and subject to such conditions or restrictions as the Authority may specify; or

to appoint such number of new members of the relevant committee as may be necessary to rectify the composition of the relevant committee in accordance with the requirements under regulation 9, 11(1), 16(1), 17(1) or 18(1), as the case may be, within such time before the expiration of 3 months after the date the Tier 1 insurer notifies the Authority of the change and subject to such conditions or restrictions as the Authority may specify,and the Tier 1 insurer shall comply with that direction.

each director;

the principal officer and deputy principal officer; and

any actuary appointed with the approval of the Authority under the Act.

the appointment of the candidate or nominee will not result in non-compliance with the requirements under regulation 7(1); and

the candidate or nominee is a fit and proper person for the office and is qualified for the office, taking into account the candidate’s or nominee’s track record, age, experience, capabilities, skills and such other relevant factors as may be determined by the Board.

shall determine —

whether he is independent from management and business relationships with the Tier 2 insurer; and

whether he is independent from any substantial shareholder of the Tier 2 insurer,using the criteria set out in regulation 5 or 6, as the case may be, and, where applicable, in accordance with regulation 23; and

shall maintain a record of its determination.

shall determine —

whether each existing director is independent from management and business relationship with the Tier 2 insurer; and

whether each existing director is independent from any substantial shareholder of the Tier 2 insurer,using the criteria set out in regulation 5 or 6, as the case may be, and, where applicable, in accordance with regulation 23;

shall review and assess whether each existing director remains qualified for the office using the criteria set out in regulation 21(3); and

shall maintain a record of its determination and its assessment, respectively.

not considered independent from business relationships with the Tier 2 insurer under regulation 5(3)(a) or (b); or

not considered independent from a substantial shareholder of the Tier 2 insurer because of the relationship specified in regulation 6(3)(a)(v) or (b)(v),shall nonetheless be considered independent from business relationships with the Tier 2 insurer, or independent from a substantial shareholder of the Tier 2 insurer, as the case may be, if the Board is satisfied that the director’s independent business judgment and ability to act in the interests of the Tier 2 insurer will not be impeded, despite the relationships specified in that regulation.

at any time, the Authority is not satisfied that a director of the Tier 2 insurer is independent notwithstanding any determination of the Board made under paragraph (1); and

the lack of independence of that director would result in a failure by the Tier 2 insurer to comply with any of the requirements under regulation 7(1),the Authority shall direct the Tier 2 insurer to rectify the composition of the Board in accordance with the requirements under regulation 7(1) within such time, and subject to such conditions or restrictions, as the Authority may specify.

recommending a framework for determining the remuneration of the directors of the Tier 2 insurer;

recommending a framework for determining the remuneration of the executive officers of the Tier 2 insurer which shall include the following elements and factors in the design and operation of the framework:

the remuneration package of each executive officer of the Tier 2 insurer —

shall be aligned to the specific job function undertaken by the executive officer and, where the executive officer undertakes any of the Tier 2 insurer’s control job functions, the remuneration package of that executive officer shall be determined independently of the business functions of the Tier 2 insurer;

shall take into account input from the Tier 2 insurer’s control job functions as may be relevant to the specific job function undertaken by the executive officer;

shall be aligned with the risks that the Tier 2 insurer undertakes in its business that is relevant to the specific job function undertaken by the executive officer;

shall be sensitive to the time horizon of risks that the Tier 2 insurer is exposed to, which includes ensuring that variable compensation payments shall not be finalised over short periods of time when risks are realised over long periods of time;

shall, in relation to the quantum of bonus payable to the executive officer, be linked to his personal performance, the performance of his specific job function as a whole and the overall performance of the Tier 2 insurer; and

shall, in relation to the rationale for the mix of cash, equity and other forms of incentives, be justified; and

the size of the bonus pool of the Tier 2 insurer shall be linked to the overall performance of the Tier 2 insurer;

recommending the remuneration of each director and executive officer of the Tier 2 insurer based on the frameworks referred to in sub-paragraphs (a) and (b), respectively; and

reviewing, at least once in each year, the remuneration practices of the Tier 2 insurer to ensure that they are aligned with the recommendations made in accordance with sub-paragraphs (a), (b) and (c).

where —

there is a change in the status of a director under regulation 5 or 6 during the period between the date immediately after the date of the director’s appointment and the date immediately before the next annual general meeting of the Tier 2 insurer; and

the Tier 2 insurer could not reasonably have known of that change on or before the date of the director’s appointment; or

where —

there is a change in the status of a director under regulation 5 or 6 during the period between the date immediately after an annual general meeting of the Tier 2 insurer and the date immediately before the next annual general meeting of the Tier 2 insurer (other than the period referred to in sub-paragraph (a)(i)); and

the Tier 2 insurer could not reasonably have known of that change on or before the date of the first‑mentioned annual general meeting.