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Ongoing Supervisory Matters, including Solvency II and Corporate Governance

From the 1994 Framework Regulations right through to the Financial Regulator’s proposed Corporate Governance Code, our dedicated Insurance Group ensures that clients and prospective clients are aware of all the legal and regulatory requirements applicable to their businesses.

Solvency II, which is due to be implemented by Member States on or before 31 October 2012 (with a possible extension to 1 January 2013) is the next big challenge for insurance undertakings.

Solvency II is built on a three pillar structure which looks to ensure not only adequate financial resources (Pillar 1), but also effective governance by undertakings (Pillar 2) as well as increased market discipline through disclosure requirements (Pillar 3).

Corporate governance is currently in the spotlight with the Irish Financial Regulator having recently issued a Consultation Paper on Corporate Governance Requirements for Credit Institutions and Insurance Undertakings (“CP41”). This sets out the minimum requirements as to how credit institutions and insurance undertakings (life and non-life) should organise the governance of their institutions including membership of the board of directors, the role of the chairman and the operation of various board committees. The closing date for submissions on CP 41 is 30 June 2010 and it is anticipated that implementation will be in the Autumn of 2010.

The Insurance Group in Dillon Eustace can assist you in building an effect corporate governance structure, which meets both the Pillar 2 requirements of Solvency II and CP41 by:

  • Advising on and developing a corporate governance framework tailored to your business
  • Drafting and reviewing policies and procedures for risk management, internal control, internal audit and outsourcing as part of the corporate governance framework
  • Advising on compliance structures and arrangements. See the section below titled Frameworks for Effective Compliance for further detail
  • Advising on board structure and composition
  • Developing appropriate terms of reference for the board, sub-committees of the board and non- executive directors on the board
  • Reviewing and filing individual questionnaires to meet with the Financial Regulator’s Fitness and Probity regime
  • Assisting in assessing the independence of proposed non-executive directors
  • Advising and reviewing outsourcing arrangements including drafting/reviewing appropriate legal agreements