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Captive 201September 17, 2007
Se
Moderator:
Kilian Whelan, President, JLT Insurance Management (Bermuda) Ltd
Panelist(s):
Dr. Marcelo Ramella, Assistant Director Research, Bermuda Monetary Authority
Jerry Backstrom, Director of Tax & Insurance, Bunge Limited
Chris Ryan, Senior Manager, McDermott International Inc
William Noonan, Corporate Risk Manager, Structure Tone Inc
Session: Captive 201
The views expressed by the participants in this session are their own and not necessarily the views of their employers or any other organization with which they may be affiliated. If you decide to establish an insurance company in Bermuda you should seek legal and other necessary advice.
Agenda
CAPTIVE 201
• Bermuda Captive Market - BMA Review
• Planning
• Operations
• Evaluation
Overview of Bermuda Captive Market
Dr Marcelo RamellaAssistant Director ResearchBermuda Monetary Authority
Bermuda Captive Market
Bermuda Captives: Gross Written Premiums (in US$) 2003-2005
3.0
5.9 6.3
15.2
4.15.8
6.8
16.7
4.7
8.7
6.1
19.4
0
5
10
15
20
25
Class 1 Class 2 Class 3 All Captives
Bil
lio
ns
2003
2004
2005
Total number of captive companies = 857 in 2003, 879 in 2004 and 869 in 2005 (only captive companies submitting SFR are counted in)
Bermuda Captive Market
Bermuda Captives: Retention Rates (2003-2005)
81% 81%
71%77%75%
80%
70%74%
79%84%
68%
78%
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
Class 1 Class 2 Class 3 All Captives
2003
2004
2005
Bermuda Captive Market
Bermuda Captives: Percentage of GWP Assumed from Insurance Carriers (2003-2005)
51%
41%
32%
38%42% 42%
33%38%
42%39%
32%36%
0%
10%
20%
30%
40%
50%
60%
Class 1 Class 2 Class 3 All Captives
2003
2004
2005
Bermuda Captive Market
Bermuda Captives: Geographical Distribution of Underlying Risk Insured (2005)
53%63%
90%74%
39% 15%
14%16%
7%5% 6% 5%
2%4% 3%5%
0%10%20%30%40%50%60%70%80%90%
100%
Class 1 Class 2 Class 3 All Captives
Other
Europe
Global
North America
Bermuda Captive Market
Bermuda Captives: Business Written (2003-2005)
28% 30% 28%
47% 46% 47%
25% 24% 24%
0%10%20%30%40%50%60%70%80%90%
100%
2003 2004 2005
Property
Casualty
Other
Bermuda Captive Market
Bermuda Captives: Business Written, by Class (2005)
5%19%
44%28%
71%52%
34%47%
25% 29% 22% 24%
0%
10%
20%
30%
40%
50%60%
70%
80%
90%
100%
Class 1 Class 2 Class 3 All Captives
Property
Casualty
Other
Bermuda Captive Market
Bermuda Captives: Property Business Written, by Class (2005)
12%
31% 26% 24%
68%
49% 56% 57%
6%8% 6%
7%4%7%
9% 5%11%
0%2%2%
2%3% 0% 3%
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
Class 1 Class 2 Class 3 All Captives
Aviation Hull and Cargo
Marine Hull and Cargo
Offshore Energy PhysicalDamage
Auto Property Damage
Prop Damage & BusinessInterruption
Other
Bermuda Captive Market
Bermuda Captives: Casualty Business Written, by Class (2005)
30%
4%12%
2%
4% 12%6%
19%
20%
32% 24%6%
9%6%
38%
33%
41%
38%
10%
32%
4%14%
2%
2%
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
Class 1 Class 2 Class 3 All Captives
Medical Malpractice & OtherProfessional Liability
Workers Compensation
Auto Liability
General Liability
Products Liability
Other Casualty
Bermuda Captive Market
Bermuda Captives: Asset Composition, by Class (2005)
5% 5%12% 7%
6% 4%
6%5%
27%20%
14%19%
0%
2%
12%6%
26%55%
39%44%
35%
14% 16% 19%
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
Class1 Class 2 Class 3 All Captives
Cash
QuotedInvestmentsUnquotedInvestmentsAdvances toAffiliatesPremiumsReceivablesOther Assets
Bermuda Captive Market
Now you have your captive you need good planning to ensure a smooth road ahead
• Who should be on the “Captive Team”
• Educating the team
• Establish communication lines
• Map out the annual calendar
• Consider Board appointed Committees
Planning
PLANNING
Captive
Internal External
Risk Management
Accounting
Treasury
Tax
Legal
Executive
Captive Manager
Audit
Actuarial
Brokers
Fronting Cos.
Claims/TPAs
Who should be on the team?
Lawyers
Planning
Educating the team
• Basic “Captive” 101 training
• Bermuda regulations
• Insurance accounting and consolidation
• Communicating the captives’ business plan and objectives
Planning
Lines of communication
• Clearly define responsibilities and information flows
• When does executive management need to be informed?
• Regular team meetings – internal and with service providers
• Team chart with contact details
Planning
Deadlines and Calendar
• Clear Financial Reporting Deadlines– Management accounts– Audited Accounts– Statutory Filings– Budgets– Forecasts
• Renewals – Plan a clear renewal process, your captive needs to be actively involved
• Schedule Board meetings and Annual General Meeting
• Hold working meetings (e.g. monthly calls) to discuss ongoing issues.
Planning
Consider constituting Board appointed Committees
Committee members will vary but typically may include:
- Underwriting – Risk Manager, Captive Manager, Broker
- Claims - Risk Manager, Captive Manager, Broker, Actuary
- Investment – CFO, Treasurer
- Audit – CFO, Risk Manager
Planning
The captive is established, the team is in place…what’s next?
• Technology – how to make the process efficient
• Ongoing considerations
• Profitable captive programs
• Managing multiple captives
• Retention setting
• Negotiating with the market
• Collecting reinsurance claims
Operations
OPERATIONS
Technology
What IT is now being used to manage captives:
• Integrated insurance and general ledger accounting systems
• Captive extranets
• On line declaration systems
• On line claims reporting systems
• On line banking and investment reporting
• Electronic document management systems
Operations
Ongoing considerations
• Investment policy – don’t expose both sides of the balance sheet
• Match investment horizon with tail on liabilities
• Before establishing loans to parent consider– Tax implications and impact on deductibility– Regulatory approval
• Manage Collateral Requirements - LOC, Trust Accounts
• Dividend policy – protect the captive’s balance sheet also need to ensure compliance with regulatory requirements
Operations
Ongoing considerations cont’d.
• Premium allocation to operating units – what method to use?
• Consider actuarial analysis for reserving – it’s not just a statutory requirement
• Maintain the business plan – corporations constantly change and evolve, the captive purpose needs to be re-evaluated in tandem.
• Periodically assess business development opportunities – wrap brainstorming exercise around AGM
Operations
Profitable captive programs
• Is it a case of robbing Peter to pay Paul?
• Profitable programs strengthen long term ability to assume more risk
• Premium negotiation with local operating units can be difficult if excessively profitable
• Consider giving something back when selling new programs e.g. fund loss control programs on property program
• “Controlled” third party business can add significant value to group as a whole.
Operations
Managing multiple captives
• First of all why would I have multiple captives?– Inherited via acquisition– Strategic
• Write US risks only• Direct writing into Europe• Rest of the world
– Joint venture– Legal reasons– Branch – Employee benefits– Shareholder structure
Operations
Managing multiple captives cont’d
What do I need to consider when owning multiple captives?
• Total capital available to take on risk is diluted
• Compliance in multiple jurisdictions may be complex
• Duplication of administrative costs– Management fees– Audit fess– Actuarial Fees– Legal fees
• Increased senior management time required
• Consider cell structure as alternative
Operations
Retention setting
• Traditionally retention setting is a function of the market– Market premium v corporate retention
• As a captive grows, so too does the ability to influence the negotiation process.
• Key factors to consider are:– Market conditions– Loss experience – Loss control initiatives – Recent acquisition/divestments – do you know your
risk?
Operations
Retention setting cont’d
• Key factors to consider cont’d:– Lines of business – predictable exposure?– Corporate v local risk appetite– Captive balance sheet – ability to write more risk– Reinsurance – do I need aggregate stop loss?– Avoid dollar swapping and excessive associated
overhead costs built into market premium
Operations
Negotiating with the Market
• The relative ease or difficulty of renewals vary with the market cycles
• Using a captive gives another string to your bow in the negotiation process
• Following risk retention analysis, use the captive to smooth the effect of market cycles
• The strength of your relationship with markets may aide implementation of captive programs e.g. if fronting required
• Use reinsurance of captive – to facilitate favorable terms and policy wordings– protect captive from catastrophic losses.
Operations
Collecting reinsurance claims
• Captive structures are complex with multitude of contractual relationships
• Due to number of contractual relationships discrepancies can cause problems in the event of a major claim
• In extreme circumstances….claim may be denied
• How can there be multiple contracts?– Master policy wordings – Local wordings– Fronting wordings– Reinsurance wordings
Operations
Collecting reinsurance claims cont’d
• What road to settlement can the captive take?– Holistic approach – parent/reinsurer and captive is
irrelevant– Contractual approach – by the book– Flexible approach – agree at the outset how to
proceed– See what happens!
• Problems occur when documentation does not provide “back to back” coverage
• Remember - Reinsurers deal in large claims everyday, they know how to play the game if so inclined!
Operations
Collecting reinsurance claims cont’d
• What happens when coverage issues arise?– Each party establishes contractual rights and
obligations to the claims– Captive appoints reinsurer approved loss adjuster– Reinsurers will seek to “control” adjustment– Parties ascertain extent to which policy and
reinsurance will respond as circumstances of claim emerge
– Each party prepares for worst case – arbitration or court proceedings
Operations
Collecting reinsurance claims cont’d
• Typical claims problems– What contract law prevails?– What is the jurisdiction for arbitration/suit?– What language prevails in contradictory documentation– What influence or control do reinsurers have on the
adjustment process?– What assistance are the brokers or captive managers
obliged to give?– What authority does appointed loss adjuster have?– What influence does the parent company have?
Operations
Collecting reinsurance claims cont’d
• Other issues that may complicate the process:– Previous year wording is the basis of current year,
but current year policy has not been issued– Wording not agreed with reinsurers – Broker slip does not give clarity– Master policy wording not issued – but reinsurers
have agreed to it!
Operations
As with any undertaking the over time the success or failure of the venture should be evaluated
• Monitoring effectiveness
• What causes a captive to fail
• Exit strategies – what are my options?
Evaluation
EVALUATION
Monitoring effectiveness
How do you gauge the effectiveness of the captive strategy?
• Compare financial results to business plan/budgets
• Has captive reduced total cost of risk?
• Impact on market premiums
• Indirect benefits – Effective risk management – Internal awareness of risk– Improved loss control– Market leverage
Evaluation
Evaluation
How could it not have worked?!
What causes a captive to fail?
• Poor underwriting – get the price right
• Poor claims management
• Bad investments – don’t play the stock market!
• Market changes
• Lack of internal support or understanding
• “Pot of gold” mentality by senior management
• Bad luck!
Evaluation
Exit Strategies – what are my options?
• Run off the entity
• Amalgamate with another existing captive (if any)
• Sell to a third party
• Novation
• Loss portfolio transfer
• Commutation
Evaluation
Exit Strategies – what are my options?
Key considerations in choosing strategy:
• Complexity - number of contracting parties
• Loss of claims control
• Time to complete
• Finality
• Price!
Evaluation
Captive 201September 17, 2007