The Solvency ii
Directive
SECTION 3 – PUBLIC DISCLOSURE
Article 50
Report on solvency and financial condition: contents
1. Member States shall, taking into account the principles set out
in paragraphs 3 and 4 of Article 35, require insurance and
reinsurance undertakings to publicly
disclose, on an annual basis, a report on their solvency and
financial condition.
That report shall contain the following
information, either in full or by way of references to
equivalent information, both in nature and scope, disclosed
publicly under other legal or regulatory requirements:
(a) a description of the business and the performance of the
undertaking;
(b) a description of the system of governance and an assessment of
its adequacy for the risk profile of the undertaking;
(c) a description, separately for each
category of risk, of the risk exposure, concentration, mitigation
and sensitivity;
(d) a description, separately for assets, technical provisions,
and other liabilities, of the bases and methods used for their
valuation, together with an explanation of any major differences
in the bases and methods used for their valuation in financial
statements;
(e) a description of the capital management, including at least
the following:
(i) the structure and amount of own funds, and their quality;
(ii) the amounts of the Minimum Capital
Requirement and of the Solvency Capital Requirement;
(iia) the option set out in Article 305b used for the calculation
of the Solvency Capital Requirement;
(iii) information allowing a proper understanding of the main
differences between the underlying assumptions of the standard
formula and those of any internal model used by the undertaking
for the calculation of its Solvency Capital Requirement;
(iv) the amount of any non-compliance
with the Minimum Capital Requirement or any significant
non-compliance with the Solvency Capital Requirement during the
reporting period, even if subsequently resolved, with an
explanation of its origin and consequences as well as any remedial
measures taken.
2. The description referred to in point (e)(i) of paragraph 1
shall include an analysis of any significant
changes as compared to the previous reporting period and an
explanation of any major differences in relation to the value of
such elements in financial statements, and a brief description of
the capital transferability.
The disclosure of the Solvency Capital Requirement referred to in
point (e)(ii) of paragraph 1 shall show separately the amount
calculated in accordance with Chapter VI, Section 4, Subsections 2
and 3 and any capital add-on imposed in accordance with Article 37
or the impact of the specific parameters the insurance or
reinsurance undertaking is required to use in accordance with
Article 108a, together with concise information on its
justification by the supervisory authority concerned.
However, and without prejudice to any disclosure mandatory under
any other legal or regulatory requirements, Member States may
provide that, although the total Solvency Capital Requirement
referred to in point (e)(ii) of paragraph 1 is disclosed, the
capital add-on or the impact of the specific parameters the
insurance or reinsurance undertaking is required to use in
accordance with Article 108a need not be separately disclosed
during a transitional period not exceeding five years after the
date referred to in Article 310.
The disclosure of the Solvency Capital
Requirement shall be accompanied, where applicable, by an
indication that its final amount is still subject to supervisory
assessment.
Article
51
Information for and reports by the CEIOPS
1. Member
States shall require the supervisory authorities to
provide the
following information to the CEIOPS on an annual basis:
(a)
the average capital add-on per undertaking and the distribution of
capital add-ons imposed by the supervisory authority during the
previous year, measured as a percentage of the Solvency Capital
Requirement, shown separately as follows:
(i) for all
insurance and reinsurance undertakings together;
(ii) for
life insurance undertakings;
(iii) for non-life insurance
undertakings;
(iiia) for insurance undertakings carrying on
both life and non-life activities;
(iiib) for reinsurance
undertakings;
(b) for each of the disclosures set out in
point (a), the proportion of capital add-ons imposed under points
(a), (b) and (c) of Article 37(1) respectively.
2.
The CEIOPS
shall publicly disclose, on an annual basis, the following
information:
(a) for all Member States together, the total
distribution of capital add-ons, measured as a percentage of the
Solvency Capital Requirement, for each of the following:
(i)
all insurance and reinsurance undertakings;
(ii) life
insurance undertakings;
(iii) non-life insurance
undertakings;
(iiia) insurance undertakings carrying on both
life and non-life activities;
(iiib) reinsurance
undertakings;
(b) for each Member State separately, the
distribution of capital add-ons, measured as a percentage of the
Solvency Capital Requirement, covering all insurance and reinsurance
undertakings in that Member State;
(ba) for each of
the disclosures referred to in points (a) and (b), the proportion of
capital add-ons imposed under points (a), (b) and (c) of Article
37(1) respectively.
3. The CEIOPS shall provide the
information referred to in paragraph 2 to the European Parliament,
the Council and the Commission, together with a report outlining the
degree of supervisory convergence in the use of capital add-ons
between supervisory authorities in the different Member
States.
Article 52
Report on solvency and
financial condition: applicable principles
1. Supervisory
authorities shall permit insurance and reinsurance undertakings
not
to disclose information in the following cases:
(a) if, by
disclosing such information, the competitors of the undertaking gain
significant undue advantage;
(b) if there are obligations to
policyholders or other counterparty relationships binding an
undertaking to secrecy or confidentiality.
2. Where
non-disclosure of information is permitted by the supervisory
authority, undertakings shall state this in the report on solvency
and financial condition and explain the reasons.
3.
Supervisory authorities shall permit insurance and reinsurance
undertakings, to make use of – or refer to – public disclosures made
under other legal or regulatory requirements, to the extent that
those disclosures are equivalent to the information required under
Article 50 in both their nature and scope.
4. Paragraphs 1
and 2 shall not apply to the information referred to in point (e) of
Article 50(1).
Article 53
Report on solvency and
financial condition: updates and additional voluntary
information
1. In the event of any major development
affecting significantly the relevance of the information disclosed
in accordance with Articles 50 and 52, insurance and reinsurance
undertakings shall disclose appropriate information on its nature
and effects.
For the purposes of the first subparagraph, at
least the following shall be regarded as major
developments:
(a) where non-compliance with the Minimum
Capital Requirement is observed and the supervisory authorities
either consider that the undertaking will not be able to submit a
realistic short-term finance scheme or do not obtain such a scheme
within one month;
(b) where a significant non-compliance with
the Solvency Capital Requirement is observed and the supervisory
authorities do not obtain a realistic recovery plan within two
months.
In the cases referred to in point (a) of the second
subparagraph, the supervisory authorities shall require the
undertaking concerned to disclose immediately the amount of the
non-compliance, together with an explanation of its origin and
consequences, including any remedial measure taken.
Where, in spite
of a short-term finance scheme initially considered to be realistic,
a non-compliance with the Minimum Capital Requirement has
not been
resolved three months after its observation, it shall be disclosed
at the end of that period, together with an explanation of its
origin and consequences, including any remedial measures taken as
well as any further remedial measures planned.
In the case
referred to in point (b) of the second subparagraph, the supervisory
authorities shall require the undertaking concerned to
disclose
immediately the amount of the non-compliance, together with an
explanation of its origin and consequences, including any remedial
measure taken.
Where, in spite of the recovery plan initially
considered to be realistic, a significant non-compliance with the
Solvency Capital Requirement has not been resolved
six months after
its observation, it shall be disclosed at the end of that period,
together with an explanation of its origin and consequences,
including any remedial measures taken as well as any further
remedial measures planned.
2. Insurance and reinsurance
undertakings may disclose, on a voluntary basis, any information or
explanation related to their solvency and financial condition which
is not already required to be disclosed in accordance with Articles
50 and 52 and paragraph 1 of this Article.
Article
54
Report on solvency and financial condition: policy and
approval
1. Member States shall require insurance and
reinsurance undertakings to have appropriate systems and structures
in place to fulfil the requirements laid down in Articles 50, 52 and
53(1), as well as to have a written policy ensuring the on-going
appropriateness of any information disclosed in accordance with
Articles 50, 52 and 53.
2. The solvency and financial
condition report shall be subject to approval by the administrative
or management body of the insurance or reinsurance undertaking and
be published only after that approval.
Article
55
Solvency and financial condition report: implementing
measures
The Commission shall adopt implementing measures
further specifying the information which must be disclosed and the
means by which this is to be achieved.
Those measures
designed to amend non-essential elements of this Directive, by
supplementing it, shall be adopted in accordance with the regulatory
procedure with scrutiny referred to in Article
304(3).
SECTION 4 - QUALIFYING HOLDINGS
Article
56
Acquisitions
1. Member States shall require any
natural or legal person or such persons acting in concert
(hereinafter referred to as the proposed acquirer), who have taken a
decision either to acquire, directly or indirectly, a qualifying
holding in an insurance or reinsurance undertaking
or to further
increase, directly or indirectly, such a qualifying holding in an
insurance or reinsurance undertaking as a result of which the
proportion of the voting rights or of the capital held would
reach
or exceed 20 %, 30 % or 50 % or so that the insurance or reinsurance
undertaking would become its subsidiary (hereinafter referred to as
the proposed acquisition), first to notify in writing the
supervisory authorities of the insurance or reinsurance undertaking
in which they are seeking to acquire or increase a qualifying
holding, indicating the size of the intended holding and relevant
information, as referred to in Article 58(4).
Member States need not
apply the 30 % threshold where, in accordance with Article 9(3)(a)
of Directive 2004/109/EC, they apply a threshold of
one-third.
2. Member States shall require any natural or
legal person who has taken a decision to dispose, directly or
indirectly, of a qualifying holding in an insurance or reinsurance
undertaking first to notify in writing the supervisory authorities
of the home Member State, indicating the size of his intended
holding.
Such a person shall likewise notify the supervisory
authorities if he has taken a decision to reduce his qualifying
holding so that the proportion of the voting rights or of the
capital held would fall below 20 %, 30 % or 50 % or so that the
insurance or reinsurance undertaking would cease to be his
subsidiary. Member States need not apply the 30 % threshold where,
in accordance with Article 9(3)(a) of Directive 2004/109/EC, they
apply a threshold of one-third.
Article
57
Assessment period
1. The supervisory authorities
shall, promptly and in any event within two working days following
receipt of the notification required under Article 56(1), as well as
following the possible subsequent receipt of the information
referred to in paragraph 2, acknowledge receipt thereof in writing
to the proposed acquirer.
The supervisory authorities shall
have a maximum of 60 working days as from the date of the written
acknowledgement of receipt of the notification and all documents
required by the Member State to be attached to the notification on
the basis of the list referred to in Article 58 (4) (hereinafter
referred to as the assessment period), to carry out the assessment
provided for in Article 58 (1) (hereinafter referred to as the
assessment).
The supervisory authorities shall inform the
proposed acquirer of the date of the expiry of the assessment period
at the time of acknowledging receipt.
2. The supervisory
authorities may, during the assessment period, if necessary, and no
later than on the 50th working day of the assessment period, request
any further information that is necessary to complete the
assessment. Such request shall be made in writing and shall specify
the additional information needed.
For the period between the
date of request for information by the supervisory authorities and
the receipt of a response thereto by the proposed acquirer, the
assessment period shall be interrupted. The interruption shall not
exceed 20 working days. Any further requests by the supervisory
authorities for completion or clarification of the information shall
be at their discretion but may not result in an interruption of the
assessment period.
3. The supervisory authorities may extend
the interruption referred to in the second subparagraph of paragraph
2 up to 30 working days if the proposed acquirer is:
(a)
situated or regulated outside the Community; or
(b) a natural
or legal person not subject to supervision under this Directive or
Council Directive 85/611/EEC of 20 December 1985 on the coordination
of laws, regulations and administrative provisions relating to
undertakings for collective investment in transferable securities
(UCITS) or Directives 2004/39/EC or 2006/48/EC.
4. If the
supervisory authorities, upon completion of the assessment, decide
to oppose the proposed acquisition, they shall, within two working
days, and not exceeding the assessment period, inform the proposed
acquirer in writing and provide the reasons for that decision.
Subject to national law, an appropriate statement of the reasons for
the decision may be made accessible to the public at the request of
the proposed acquirer. This shall not prevent a Member State from
allowing the supervisory authority to make such disclosure in the
absence of a request by the proposed acquirer.
5.
If the
supervisory authorities do not oppose the proposed acquisition
within the assessment period in writing, it shall be deemed to be
approved.
6. The supervisory authorities may fix a maximum
period for concluding the proposed acquisition and extend it where
appropriate.
7. Member States may not impose requirements for
the notification to and approval by the supervisory authorities of
direct or indirect acquisitions of voting rights or capital that are
more stringent than those set out in this Directive.
8. The
Commission shall adopt implementing measures further specifying the
adjustments of the criteria set out in Article 58 (1), in order to
take account of future developments and to ensure the uniform
application of Articles 56 to 62.
Those measures designed to
amend non-essential elements of this Directive by supplementing it,
shall be adopted in accordance with the regulatory procedure with
scrutiny referred to in Article 304(3).
Article
58
Assessment
1. In assessing the notification
provided for in Article 56(1) and the information referred to in
Article 57(2) the supervisory authorities shall, in order to ensure
the sound and prudent management of the insurance or reinsurance
undertaking in which an acquisition is proposed, and having regard
to the likely influence of the proposed acquirer
on the insurance or
reinsurance undertaking, appraise the suitability of the proposed
acquirer and the financial soundness of the proposed acquisition
against all of the following criteria:
(a)
the reputation of
the proposed acquirer;
(b) the reputation and experience of
any person who will direct the business of the insurance or
reinsurance undertaking as a result of the proposed
acquisition;
(c) the financial soundness
of the proposed
acquirer, in particular in relation to the type of business pursued
and envisaged in the insurance or reinsurance undertaking in which
the acquisition is proposed;
(d) whether the insurance or
reinsurance undertaking will be able to comply and continue to
comply with the prudential requirements based on this Directive and,
where applicable, other Directives, notably, Directive 2002/87/EC,
in particular, whether the group of which it will become a part has
a structure that makes it possible to exercise effective
supervision, effectively exchange information among the supervisory
authorities and determine the allocation of responsibilities among
the supervisory authorities;
(e) whether there are reasonable
grounds to suspect that, in connection with the proposed
acquisition, money laundering or terrorist financing within the
meaning of Article 1 of Directive 2005/60/EC is being or has been
committed or attempted, or that the proposed acquisition could
increase the risk thereof.
2. The supervisory authorities
may
oppose the proposed acquisition only if there are reasonable grounds
for doing so on the basis of the criteria set out in paragraph 1 or
if the information provided by the proposed acquirer is
incomplete.
3. Member States shall neither impose any prior
conditions in respect of the level of holding that must be acquired
nor allow their supervisory authorities to examine the proposed
acquisition in terms of the economic needs of the market.
4.
Member States shall make publicly available a list specifying the
information that is necessary to carry out the assessment and that
must be provided to the supervisory authorities at the time of
notification referred to in Article 56(1). The information required
shall be proportionate and adapted to the nature of the proposed
acquirer and the proposed acquisition. Member States shall not
require information that is not relevant for a prudential
assessment.
5. Notwithstanding Article 57 (1), (2) and (3),
where two or more proposals to acquire or increase qualifying
holdings in the same insurance or reinsurance undertaking have been
notified to the supervisory authority, the latter shall treat the
proposed acquirers in a non-discriminatory
manner.
Article 59
Acquisitions by regulated
financial undertakings
1. The
relevant supervisory
authorities shall work in full consultation with each other when
carrying out the assessment if the proposed acquirer is one of the
following:
(a) a credit institution, insurance or reinsurance
undertaking, investment firm or management company within the
meaning of Article 1a, point 2 of Directive 85/611/EEC (hereinafter
referred to as the "UCITS management company") authorised in another
Member State or in a sector other than that in which the acquisition
is proposed;
(b) the parent undertaking of a credit
institution, insurance or reinsurance undertaking, investment firm
or UCITS management company authorised in another Member State or in
a sector other than that in which the acquisition is proposed;
or
(c) a natural or legal person controlling a credit
institution, insurance or reinsurance undertaking, investment firm
or UCITS management company authorised in another Member State or in
a sector other than that in which the acquisition is
proposed.
2. The supervisory authorities shall, without undue
delay, provide each other with any information which is essential or
relevant for the assessment. In this regard, the supervisory
authorities shall communicate to each other upon request all
relevant information and shall communicate on their own initiative
all essential information. A decision by the supervisory authority
that has authorised the insurance or reinsurance undertaking in
which the acquisition is proposed shall indicate any views or
reservations expressed by the supervisory authority responsible for
the proposed acquirer.
Article 60
Information to
the supervisory authority by the insurance or reinsurance
undertaking
On becoming aware of them, insurance or
reinsurance undertaking shall inform the supervisory authorities of
their home Member States of any acquisitions or disposals of
holdings in their capital that cause those holdings to exceed or
fall below any of the thresholds referred to in Articles 56 and
57(1) to (7).
They shall also, at least once a year, inform
the supervisory authorities of the names of shareholders and members
possessing qualifying holdings and the sizes of such holdings as
shown, for example, by the information received at annual general
meetings of shareholders or members or as a result of compliance
with the regulations relating to companies listed on stock
exchanges.
Article 61
Qualifying holdings, powers
of the supervisory authority
Member States shall require
that, where the influence exercised by the persons referred to in
Article 56 is likely to operate against the prudent and sound
management of an insurance or reinsurance undertaking, the
supervisory authorities of the home Member State of that undertaking
in which a qualifying holding is sought or increased take
appropriate measures to put an end to that situation.
Such measures
may consist, for example, in injunctions, penalties against
directors and managers, or suspension of the exercise of the voting
rights attaching to the shares held by the shareholders or members
in question.
Similar measures shall apply to natural or legal
persons failing to comply with the notification obligation referred
to in Article 56.
If a holding is acquired despite the
opposition of the supervisory authorities, the Member States shall,
regardless of any other sanctions to be adopted, provide for any of
the following:
(1) the suspension of the exercise of the
corresponding voting rights;
(2) the nullity of any votes
cast or the possibility of their annulment.
Article
62
Voting rights
For the purposes of this Section, the
voting rights referred to in Articles 9 and 10 of Directive
2004/109/EC, as well as the conditions regarding aggregation thereof
laid down in Article 12(4) and (5) of that Directive, shall be taken
into account.
Member States shall not take into account
voting rights or shares which investment firms or credit
institutions may hold as a result of providing the underwriting of
financial instruments and/or placing of financial instruments on a
firm commitment basis included under point 6 of Section A of Annex I
to Directive 2004/39/EC, provided that those rights are, on the one
hand, not exercised or otherwise used to intervene in the management
of the issuer and, on the other, disposed of within one year of
acquisition.
  
Return to Index
Solvency ii Introduction (1) to (10)
Solvency ii Introduction (11) to (20)
Solvency ii Introduction (21) to (30)
Solvency ii Introduction (31) to (40)
Solvency ii Introduction (41) to (50)
Solvency ii Introduction (51) to (60)
Solvency ii Introduction (61) to (70)
Solvency ii Introduction (71) to (80)
Solvency ii Introduction (81) to (95)
Solvency ii Articles 1 to 10
Solvency ii Articles 11 to 20
Solvency ii Articles 21 to 30
Solvency ii Articles 31 to 39
Solvency ii Articles 40 to 49
Solvency ii Articles 50 to 62
Solvency ii Articles 63 to 71
Solvency ii Articles 72 to 85
Solvency ii Articles 86 to 99
Solvency ii Articles 100 to 125
Solvency ii Articles 126 to 142
Solvency ii Articles 143 to 159
Solvency ii Articles 160 to 173
Solvency ii Articles 174 to 203
Solvency ii Articles 204 to 215
Solvency ii Articles 216 to 233
Solvency ii Articles 234 to
262
Solvency ii Articles 263 to 298
Solvency ii Articles 300 to 313
Solvency ii ANNEX 1 to 3
Solvency ii ANNEX 4 to 5
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