Governance in the insurance sector – New CAA circular on the board of directors of insurance and reinsurance undertakings

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On 29 July 2022, the Commissariat aux Assurances published a new circular letter setting out regulatory requirements for the composition and functioning of the board of directors of insurance and reinsurance undertakings.

On 29 July 2022, the Commissariat aux Assurances (“CAA”) published a new circular letter (the “22/15 Circular”) setting out regulatory requirements for the composition and functioning of the board of directors of insurance and reinsurance undertakings.

1. Scope


The 22/15 Circular applies to the following entities:

(collectively referred to as “Undertakings”).

The 22/15 Circular applies to the administrative, management and supervisory bodies of Undertakings; i.e. the board of directors in monistic governance structures.

The 22/15 Circular specifies that it does not apply to the authorised manger (dirigeant agréé) of insurance and reinsurance undertakings as such – unless the authorised manager is simultaneously a board member.

2. Key requirements


The 22/15 Circular provides for the following key categories of rules:

3. Key dates


The key dates for the application of the 22/15 Circular are:

– repeal date of the following existing CAA circular letters:

o Circular letter 96/1 on the supervision of directors of direct insurance undertakings;

o Circular letter 99/1 on the composition and functioning of the boards of directors of direct insurance undertakings;

o Circular letter 02/8 on the supervision of directors of reinsurance undertakings;

– date of application of the provisions of the 22/15 Circular on changes to board composition.

– date of application of the rules of the 22/15 Circular governing:

o board composition;

o the mandatory provisions to be included in Undertakings’ articles of association;

– date by which each Undertaking must have documented an assessment of its overall governance system.

 

Read the CAA circular letter 22/15 on the board of directors of insurance and reinsurance companies here_

If you need more information, please contact us or visit the website of our Insurance & Reinsurance team here_

 

Definition

Insurance holding companies and mixed financial holding companies at the head of a group supervised by the CAA:

Insurance holding company or a mixed financial holding company as defined in Article 184, points 6 and 7, of the law of 7 December 2015 on the insurance sector, as amended (i.e. respectively: a parent undertaking which is not a mixed financial holding company and the main business of which is to acquire and hold participations in subsidiary undertakings, where those subsidiary undertakings are exclusively or mainly insurance or reinsurance undertakings, or third-country insurance or reinsurance undertakings, at least one of such subsidiary undertakings being an insurance or reinsurance undertaking of the EEA; and a parent undertaking, other than an insurance undertaking, a third-country insurance undertaking, a reinsurance undertaking, a third-country reinsurance undertaking, an insurance holding company or a mixed financial holding company, which includes at least one insurance or reinsurance undertaking among its subsidiary undertakings of the EEA).

Download the press release

Luxembourg Newsflash – Governance in the insurance sector – New CAA circular

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