The Scheme Reports are to consider the terms of the Scheme generally and the effect which the Scheme will have on the holders of long-term policies of the Companies.
In preparing the Scheme Reports, the Independent Expert must have regard to the duty that he owes to assist the Court (and, in relation to the Court of Session Applications, the Court of Session) on those matters within his expertise. This duty overrides any obligations to the Companies. The Scheme Reports apply equally to business written by the Companies in Jersey, the Bailiwick of Guernsey and the Isle of Man as they do to business written in the UK, and may therefore be used to satisfy the requirement for a report by an independent actuary on the terms of the local schemes in those jurisdictions (to the extent that any such local schemes are required).
In particular the Scheme Reports should consider the following specific matters:
• The matters listed in SUP 18.2.33G, 18.2.36G and 18.2.39G1.
• The impact of the Scheme on the security of the different groups of policyholders involved in the Scheme.
• The impact of the Scheme on the benefit expectations of the different groups of policyholders involved in the Scheme.
• Consideration of any change in tax that may be charged to policies or policyholder funds, or other loss of favourable tax status.
• A review of, and opinion on the adequacy of, the communications made to policyholders concerning the Scheme.
• The impact of the Scheme on the level of service (including administration and investment management services) provided to the different groups of policyholders involved in the Scheme.
• The adequacy of any safeguards in the Scheme to protect the ongoing interests of different groups of policyholders.
1 Please note that the Terms of Reference were agreed before the release of the PRA Statement of Policy.
Appendix 1: Independent Expert
Terms of Reference
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• Any other matters drawn to the attention of the Independent Expert by the Regulators or required by the Regulators to be addressed within the Scheme Reports.
The Scheme Reports will be prepared with due regards to the guidance set out in SUP 18.32G, 18.34G, 18.35G, 18.37G, 18.40G and 18.41G.
The review and Scheme Reports will address generally the way in which the Companies have conducted their long-term business but taking into account the particular circumstances of the class of business to be transferred. It will consider inter alia the following aspects of each Company:
• The Memorandum and the Articles of Association, at least insofar as these affect the rights, expectations and interests of policyholders.
• To the extent potential concerns arise, consideration of the terms of policies issued by each Company or otherwise held by policyholders of each Company.
• The existing and proposed internal working arrangements relating to the financial management of the long-term business funds of each Company, including the operational and administrative arrangements which will apply to the policies to be transferred under the terms of the Scheme.
• The terms and conditions expected to be imposed by the Scheme to be presented to the Court and the terms and conditions of any other schemes or arrangements in overseas jurisdictions which may be required to transfer certain of the policies, including the views expressed by the governing body or management of each Company.
• The terms of any previous schemes of transfer that created particular rights or protections for a class of policyholders within one or more of the Companies.
The above list is not intended to be exclusive of any other aspects which may be identified during the completion of the project and which are considered to be relevant.
The Independent Expert shall not be directly involved in the formulation of the proposed transfer although he will be expected to give guidance during the evolution of the detailed proposals on those issues which are of concern to him, or which he considers unsatisfactory.
Appendix 2: SUP 18 and PRA Statement of Policy Cross Reference
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Appendix 2: SUP 18 and PRA Statement of Policy Cross
Reference
The Regulators’ requirements relating to the transfer of long-term insurance business are set out in the PRA Statement of Policy and also Chapter 18 of the Supervision Manual of the Regulators’ Handbook of Rules and Guidance (“SUP 18”). In particular, SUP 18.2 sets out the requirements of a scheme report in relation to the transfer of insurance business within the UK. The following table sets out these details, along with cross-references to the sections in the main body of the Report which cover the required scope. Except where highlighted, the requirements in the PRA Statement of Policy are covered within SUP 18.2.
Table A2.1 – SUP 18 and PRA Statement of Policy Cross Reference
SUP 18.2 item number and details
(1) Who appointed the independent expert and who is bearing the
costs of that appointment; (1) 1.3, 2.68, 3.47
(2) Confirmation that the independent expert has been approved
or nominated by the appropriate regulator; (2) 1.3
(3) A statement of the independent expert's professional qualifications and (where appropriate) descriptions of the experience that fits him for the role;
(3) 1.4
(4) Whether the independent expert has, or has had, direct or indirect interest in any of the parties which might be thought to influence his independence, and details of any such interest;
(4)
(8) What documents, reports and other material information the independent expert has considered in preparing his report and whether any information that he requested has not been provided;
(8) 1.17 – 1.24, 6.15, Appendix 9
(9) The extent to which the independent expert has relied on: (9)
(a) Information provided by others; and (a) 1.17 – 1.24, 6.15 – 6.18, Appendix 9
(b) The judgment of others; (b) Stated in various parts of the Report
(10) The people on whom the independent expert has relied and
why, in his opinion, such reliance is reasonable; (10) Stated in various parts of the Report
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(11) His opinion on the likely effects of the scheme on
policyholders (this term is defined to include persons with certain rights and contingent rights under the policies), distinguishing between:
(11) Sections 7, 8 and 9
(a) Transferring policyholders; (a)
(b) Policyholders of the transferor whose contracts will not be
transferred; and (b)
(c) Policyholders of the transferee; (c)
(11A) His opinion on the likely effects of the scheme on any reinsurance of the transferor, or any whose contracts of reinsurance are to be transferred by the scheme;
(12) 2.43, 6.68
(12) What matters (if any) that the independent expert has not taken into account or evaluated in the report that might, in his opinion, be relevant to policyholders' consideration of the scheme;
and
(13) 1.13
(13) For each opinion that the independent expert expresses in
the report, an outline of his reasons. (14) Stated in various parts of the Report
SUP 18.2.35G 2.32
(1) A description of any reinsurance arrangements that it is
proposed should pass to the transferee under the scheme; and (1) 3.41 – 3.42, Appendix 6
(2) A description of any guarantees or additional reinsurance that will cover the transferred business or the business of the transferor that will not be transferred.
(2) 3.17
SUP 18.2.36G 2.33
The independent expert's opinion of the likely effects of the
scheme on policyholders should: 2.33
(1) Include a comparison of the likely effects if it is or is not
implemented; (1) Stated throughout the Report
(2) State whether he considered alternative arrangements and, if
so, what; (2) 1.13, 4.8
(3) Where different groups of policyholders are likely to be affected differently by the scheme, include comment on those differences he considers may be material to the policyholders; and
(3) 4.2 – 4.5, Section 7, 8 and 9
(4) Include his views on: (4)
(a) The effect of the scheme on the security of policyholders' contractual rights, including the likelihood and potential effects of the insolvency of the insurer;
(a) Sections 6 to 9, Appendix 5
(b) The likely effects of the scheme on matters such as investment management, new business strategy,
administration, expense levels and valuation bases in so far as they may affect:
(b)
Appendix 2: SUP 18 and PRA Statement of Policy Cross Reference
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(i) The security of policyholders' contractual rights; (i) Section 6 to 9
(ii) Levels of service provided to policyholders; or (ii) Section 10
(iii) For long-term insurance business, the reasonable
expectations of policyholders; and (iii) Sections 6 to 9
(c) The cost and tax effects of the scheme, in so far as they may affect the security of policyholders' contractual rights, or for long-term insurance business, their reasonable expectations.
(c) 2.66, 2.69, Section 11
SUP 18.2.39G 2.36
For a scheme involving long-term insurance business, the report
should: 2.36
(1) Describe the effect of the scheme on the nature and value of
any rights of policyholders to participate in profits; (1) 2.30, 3.25 – 3.30, 7.8 – 7.24, 7.50 – 7.53, 9.5 – 9.21, 9.47 – 9.51
(2) If any such rights will be diluted by the scheme, how any compensation offered to policyholders as a group (such as the injection of funds, allocation of shares, or cash payments) compares with the value of that dilution, and whether the extent and method of its proposed division is equitable as between different classes and generations of policyholders;
(2) N/A
(3) Describe the likely effect of the scheme on the approach used to determine:
(a) The amounts of any non-guaranteed benefits such as bonuses and surrender values; and
(4) Describe what safeguards are provided by the scheme against a subsequent change of approach to these matters that could act to the detriment of existing policyholders of either firm;
(4) 5.4, 5.10, 7.16, 9.12, 10.2 – 10.7
(5) Include the independent expert's overall assessment of the likely effects of the scheme on the reasonable expectations of long-term insurance business policyholders;
(5) Section 2, 7, 8 and 9
(6) State whether the independent expert is satisfied that for each firm the scheme is equitable to all classes and generations of its policyholders; and
(6) Conclusions apply equally to all classes and generations
(7) State whether, in the independent expert's opinion, for each relevant firm the scheme has sufficient safeguards (such as principles of financial management or certification by a with-profits actuary or actuarial function holder) to ensure that the scheme operates as presented.
(7) 10.8
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Appendix 3: Background to SW
Introduction
Scottish Widows plc was formed in 1815 as the Scottish Widow’s Fund and Life Assurance Society. In 1999 the company was bought by Lloyds TSB for £7bn and demutualised in March 2000, as part of the acquisition.
Subsequently, in 2009 Scottish Widows became part of the LBG Group.
As at 31 December 2014 SW had around 7 million policies, with a combination of life, pensions and investment products.
SW currently writes significant volumes of new (unit-linked, annuity and protection) business through intermediary, bancassurance and direct sales channels. For some time, the number of new SW WPF policies has been low and so the size of the SW WPF is expected to reduce over time.
SW is the guarantor to the SW Retirement Benefits Scheme and liable for funding any deficit that is found. The scheme is closed to new entrants, although benefits can still be accrued for current, active members of the scheme.