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Corporate Governance Standards for Insurers in Singapore

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Part of the AIDA Europe Research Series on Insurance Law and Regulation book series (ERSILR,volume 6)


This chapter examines the corporate governance regime for insurers in Singapore. Singapore aims to be a global hub for insurance and reinsurance in the Asia Pacific region, and as an international financial centre it currently hosts a mixture of local and international insurers and reinsurers serving different market sectors. However, the domestic insurance market is small, and insurers registered in Singapore come from many countries and provide products and services to many businesses and individuals outside the city-state. This presents challenges to the sole financial regulator, the Monetary Authority of Singapore (MAS), in implementing and enforcing corporate governance standards on various (re)insurers, many of which are part of larger overseas insurance groups. What should be the way to impose corporate governance standards on various types of (re)insurers? This chapter addresses these questions in the context of Singapore. The general regulatory concerns over corporate governance standards and Singapore’s corporate governance regimes for insurers are first introduced. Specific corporate governance issues are then examined, including the implementation of standards for non-domestic insurers or a branch or subsidiary of a larger insurance group from overseas, and the governance of captive insurers and reinsurers. Singapore’s approach is then discussed and the effectiveness of corporate governance regulations for insurers is assessed. Empirical evidence is presented when data are available.

1 Introduction: Unique Challenges to Singapore

Corporate governance is an important tool for effectively regulating insurers and insurance intermediaries. In this chapter, Singapore’s corporate governance regime for insurers is examined. In particular, this chapter examines corporate governance of insurers from the perspective of regulatory compliance in addition to the need to control of agency costs. The rules are examined in the context of Singapore as an international financial hub with multiple tiers of insurers and reinsurers serving different market segments.

First, like many financial businesses, insurance companies may suffer from agency problems.Footnote 1 In a principal-agent relationship, managers (i.e. agents) of an insurance company may not pursue the best interest of the company and its shareholders (i.e. the principal). This is the so-called agency problem that implies that companies might incur some costs to monitor the management. Those costs are generally considered ‘agency costs’.Footnote 2 As is the case for listed companies in the stock market, corporate governance aims at to improve management quality and reduce ‘tunnelling’.Footnote 3

Second, insurers are, like banks, heavily regulated as they collect large sums (as premiums) from customers to provide insurance and thus have much influence on the financial market. Therefore, they must be governed properly through appropriate corporate governance. As Sect. 2 below demonstrates, the board and senior management are expected to play significant roles in complying with the various regulatory requirements. Thus, corporate governance in insurers’ regulatory compliance should be examined.

Hence, one argues that ‘the effectiveness of insurer governance should also include a reduction in governance risk and compliance risks…’Footnote 4 However, the role of corporate governance in addressing agency costs and regulatory compliance for insurance companies requires further investigation. What corporate governance standards are appropriate for insurers? In particular, this chapter considers whether the corporate governance tools used for listed companies in the stock market can be applied, and if they are suitable for achieving better regulatory compliance.

Singapore is selected as a case study for investigating the corporate governance of insurers, as it presents some unique challenges. As a city-state, the domestic market for life and general insurance is limited to a population of about six million. Singapore’s advantages, in terms of being a financial centre and insurance hub, mainly benefit reinsurance and non-retail insurance offerings.Footnote 5 Only a few large domestic direct insurers operate in the competitive market of Singapore. In contrast, many foreign insurers have offices, branches or subsidiaries in Singapore that underwrite or provide negotiable insurance coverage, for risks incurred not only in Singapore but also regionally or globally. Many captive insurers are also registered in the city.

These features of the Singapore market raise further questions. What are the optimal corporate governance regimes, considering the various types of insurers in the market? Some may be extremely concerned about agency costs, but others may not. The effects of corporate governance on regulatory compliance may also vary depending on the size and nature of the business. Thus, is the current approach sufficient to address the demand for regulatory compliance? If not, what should the regulatory approach be? Ensuring regulations are effective but that foreign insurers with limited involvement in the domestic market are not over-burdened is a delicate balancing act for regulators when aiming to make Singapore a global insurance hub.

In Sect. 2 of this chapter, the function of good corporate governance in addressing agency problems and in regulatory compliance will be examined, with Singapore law used as examples of the latter. The corporate governance rules for insurers issued by the Monetary Authority of Singapore (MAS), the single financial regulator in the market, are then introduced. Based on the discussion in Sect. 2, Sect. 3 will first offer empirical evidence in the form of corporate governance statistics on selected insurers in Singapore. We then examine Singapore’s approach to corporate governance standards for insurers and the effectiveness of corporate governance rules in promoting regulatory compliance. Section 4 concludes the chapter.

2 Corporate Governance Regimes for Insurers in Singapore: The Two Perspectives

Why does corporate governance matter? In this part, key areas in which the board and/or senior management are expected to play important roles in ensuring regulatory compliance are identified. The key corporate governance standards under Singapore law are then introduced.

2.1 Corporate Governance and Agency Costs for Insurers

Many studies have examined the rationale of good corporate governance and its effect on the proper management of a company, along with its role in reducing agency costs, by focusing on firms listed for trading on the stock market. Insurance companies also suffer from the agency problem.

A phenomenon recognised in modern corporations is the separation of ownership from control.Footnote 6 The management of a company does not necessarily consist of shareholders (i.e. equity owners). Thus, the agency problem arises. The agents (management) may not be motivated to effectively manage the company, as their incentives are capped by their remuneration. Managers may also divert company resources to their own pockets. This is referred to as ‘tunnelling’.Footnote 7 In both instances, the agent’s conduct may not serve the best interests of the company (i.e. the principal). Hence, agency problem may arise. A company may incur some monitoring costs to control the agent’s conduct, thus reducing the efficiency of the organisation.Footnote 8

The severity of the agency problem for insurance companies can depend on many factors. The ownership structure of an insurer can affect the degree of separation and control. Insurance companies that are publicly listed for trading on stock exchanges (e.g. Prudential in London or AIA in Hong Kong) may have thousands of investors and shareholders (often throughout the world), who can be individual or institutional investors (e.g. private equity funds). These firms exhibit a high degree of separation between ownership and control, and thus may incur higher agency costs. Other insurers are wholly owned by a parent holding company (e.g. HSBC Insurance (Singapore) Pte Ltd as part of the HSBC group). These firms have only one ultimate owner, and senior managers are most likely not shareholders. Some may not even have a controlling shareholder (i.e. widely held firms).Footnote 9 Thus, the interactions between the management and the owner differ from those in a publicly traded company. These subsidiaries may well incur agency costs and the management may not serve the best interests of the shareholders, but the severity of the costs and the effectiveness of ownership control will differ from those of an insurer listed for trading. Thus, while most insurers will incur some agency costs, the extent will depend on the ownership and management structure.

Corporate governance for insurers thus has an important function, as it can improve management performance through requirements regarding board and senior management remuneration, and reduce tunnelling through board independence and auditing requirements.Footnote 10 The same is also true for pension funds.Footnote 11

2.2 Corporate Governance and Regulatory Compliance

Corporate governance is also an important regulatory tool as it can ensure good regulatory compliance by insurers. The argument that ‘[a] risk management function that has an independent, autonomous, and credible status in a firm with unalloyed access to the board can limit tail exposure preceding and during a market crisis’Footnote 12 is obviously persuasive. Strong corporate governance by the senior management and the board’s leadership can reduce the risk posed by a siloed risk management structure inside a firm.Footnote 13 Principal-agent conflicts that can undermine the effectiveness of risk management may also be reduced by good corporate governance,Footnote 14 which can thus be regarded as essential for full regulatory compliance. In Singapore, the regulator clearly recognises the key role of the board, stating that it is the ‘basic tenet of the [regulator’s] risk-based supervisory approach’.Footnote 15

The role of the board in complying with rules and regulations issued by the financial regulator, the Monetary Authority of Singapore (MAS), can be illustrated through various examples in Singapore law.

First, the board of directors of an insurer is ultimately responsible for its sound and prudent management.Footnote 16 Singapore largely followed the corporate governance principles adopted by the Organization for Economic Cooperation (OECD) that largely followed the corporate governance framework developed in the US and UK.Footnote 17 In particular, the board of directors play the instrumental role in the governance and management structure of company. The board should therefore supervise the senior management of an insurer. The board is thus central to establishing the policies, procedures and processes of internal controls.Footnote 18 ‘The internal audit function should also have appropriate independence with reporting lines to the institution’s Board or to an audit committee of the Board (the “Audit Committee”)’.Footnote 19 The board of directors, especially independent directors, also play a key role in vetting related party transactions.Footnote 20

Second, the board has a supervisory role in prudential regulation compliance. For example, when calculating their risk-based capital, the board and the senior management should oversee the governance and the use of the internal credit rating process for unrated debt securitiesFootnote 21 or investments containing non-linear payouts.Footnote 22 Reporting regularly to the board and senior management should be a requirement.Footnote 23 In terms of investment decisions, the board of directors has the duty to approve and review the investment policy of an insurer,Footnote 24 and to conduct additional oversight to ensure that the interests and rights of policy owners are not compromised.Footnote 25 An appointed actuary should provide written recommendations for the allocation of insurance fundsFootnote 26 to the board, and alert board members about any issues that need attention.Footnote 27 This can help the board and senior management make appropriate management decisions. In terms of reinsurance management, the board should also ensure there is a sound and prudent reinsurance management strategy in addition to operational policies.Footnote 28

The board is also ultimately responsible for approving risk management strategies and policies concerning insurers’ core insurance activitiesFootnote 29 and their ‘own risk and solvency assessment’ (ORSA).Footnote 30 The board should also oversee an insurer’s technology risk management through a sound and robust framework,Footnote 31 be involved in key IT decisionsFootnote 32 and regularly review the fraud management strategy.Footnote 33 Maintaining effective oversight and governance of outsourcing arrangements is also under the board’s remit.Footnote 34

Third, the board also has responsibility for ensuring that the business complies with business conduct regulations. Under Singapore law, ‘[a]n institution should have clear written policies, approved by the Board or senior management, on issues relating to dealings with customers and risk disclosures’.Footnote 35 For a financial adviser, an insurer or insurance broker recommends new life insurance products to customers, and each member of the board is expected to be personally satisfied that the product is suitable for the target customer segment.Footnote 36

The board and senior management are responsible for setting the right tone when conducting marketing and distribution activities for customers, ensuring these activities are responsible and professionalFootnote 37 and that safeguards required by law (e.g. call-backs or mystery shopping) are incorporated into the relevant policies and processes.Footnote 38

Finally, the board has various administrative duties. For example, the directors must sign off the annual returns submitted to the MAS.Footnote 39 The board has the responsibility to ensure that sound risk management and controls are in place in terms of anti-money laundering and the countering of financing of terrorism (AML\CFT) practices.Footnote 40 The quality of board and senior management oversight is an important assessment benchmark.Footnote 41

The boards of insurers are expected to shoulder far more responsibility than those of non-financial institutions. Thus, good corporate governance should directly affect how the board and senior management can fulfil their roles in terms of regulatory compliance. Strengthening the corporate governance standards of insurers thus represents an important regulatory tool that is central to insurance regulations.

2.3 Corporate Governance Standards for Insurers Under Singapore Law

As in the general corporate governance regimes of listed companies, the independence of the board, the separation of the role of the chairman and the chief executive officer and the creation of sub-committees at the board level all help to improve and ensure standards of corporate governance. Regulators also control the appointment of key positions in insurance firms. Good corporate governance may be a condition for acquiring a licence as an insurer or reinsurer, which can include ensuring that ‘fit and proper’ criteria are satisfied.

Corporate governance standards for insurers in Singapore are mainly regulated by the Insurance (Corporate Governance) Regulations 2013 (ICGR), first published in April 2013, and only amended once in 2018. The ICGR generally follows the corporate governance mechanisms stated in the Code of Corporate Governance (the ‘Code’) issued by the Monetary Authority of Singapore (MAS) for listed companies in the Singapore Exchange (SGX). However, the Code is to some extent modified in the ICGR.

First, the ICGR applies different standards depending on the size of the insurer. Larger firms are subject to a higher degree of regulation. The ICGR divides insurers into Tier 1 and Tier 2 insurers. A direct life insurer in Tier 1 has a minimum of S$5 million in total assets, while a direct general insurer has a minimum of S$500 million (about US$ 360 million),Footnote 42 unless otherwise approved by the MAS.Footnote 43 Tier 2 insurers include all those not in Tier 1.

Second, regardless of the type of insurer, the independence of the board of directors represents the essential corporate governance regime. In principle, a Tier 1 insurer should have a majority of directors who are independent, but the threshold for a Tier 2 insurer is one third of the board.Footnote 44 However, where a Tier 1 insurer has a single shareholder who holds 50% or more of the share capital or voting power (i.e. has majority control), it only needs more than one-third of the board to be independent, but the majority of the board must be independent from management and business relationships (although not from substantial shareholders).Footnote 45 In this situation, in which a single shareholder has majority control, failing to meet the minimum standards may result in criminal sanctions.Footnote 46 Compliance with the ICGR is therefore mandatory rather than in the form of ‘comply or explain’, as is the case for the general Code of Corporate Governance.Footnote 47

An independent director is not involved in any management and business relationship with the insurer or any substantial shareholder of the insurer, and has served on the board for less than nine years.Footnote 48 In addition, neither the director nor his immediate family can have any management or business relationships with the insurer’s subsidiaries.Footnote 49 Independence from the substantial shareholders also means that a director cannot be a substantial shareholder (who holds at least 5% of the insurer’s shares) or be connected to a substantial shareholder (such as through employment or as an executive).Footnote 50

Third, the ICGR also requires the separation of the roles of the chairman of the board and executives.Footnote 51 This represents an attempt to avoid the situation of chairman-chief executive officer (CEO) duality, in which the same person is the chairman and the top executive. Separating the roles should mean that the board is more likely to be effective in monitoring senior management and making proper decisions. The rule also means that the chairman of an insurer must be a non-executive (although not necessarily independent) director, as the chairman cannot be an executive director.

Fourth, specialised board committees can strengthen corporate governance. A Tier 1 insurer is required to have more committees at the board level, such as nominating, remuneration, audit and risk management committees.Footnote 52 Tier 1 insurers can also have an executive committee, again subject to the independence standards.Footnote 53 However, the requirement to have nominating, remuneration and risk management committees may be waived if the insurer is a subsidiary of a bank or another insurer whose board performs the function of these committees, subject to the notification of the regulator.Footnote 54

These committees (other than the executive committee) should comprise at least three directors. A majority of the members of the nominating, remuneration and audit committees must be independent directors.Footnote 55 Board independence is thus also enforced at the committee level. The audit committee must include at least three directors who have no management and business relationships with the Tier 1 insurer.Footnote 56 However, the requirement is lower for risk management committees, in which a majority of members must be non-executive directors (who may or may not be independent).Footnote 57 Members of these committees require unfettered access to the firm’s information so that they can do their jobs effectively.Footnote 58

The responsibilities of the nominating committee are to nominate and review directors and the principal officer, actuary, chief financial officer and chief risk officer.Footnote 59 The primary function of the remuneration committee is to recommend a framework to determine the remuneration (including bonuses) of directors and executive officers of Tier 1 insurers.Footnote 60 The audit committee oversees internal and external audits and accounts, which can include related party transactions.Footnote 61 The risk management committee is responsible for an enterprise-wide independent risk management system and for monitoring its effectiveness.Footnote 62

The standards are more relaxed for a Tier 2 insurer. The functions of the abovementioned committees are mainly delegated to the board of directors.Footnote 63 The board of a Tier 2 insurer can of course delegate to a sub-committee, although the ICGR does not make this mandatory.

Fifth, as is common in financial institutions, the appointment of nominated committee members, the chief financial officer and the chief risk officer must be approved by the MAS beforehand.Footnote 64 This is in addition to the general rule that an insurer’s chief executive officer and appointed actuaries must be approved by the MAS before their appointment.Footnote 65 An insurer should ensure that its board assesses whether any directors or key executives have any conflicts of interest that prevent them from discharging their duties before requesting approval from the MAS.Footnote 66

Finally, although not stated in the ICGR, key insurer or insurance broker personnel in Singapore must be deemed ‘fit and proper’. These personnel include the firm’s chief executive officer (CEO), directors, approved or certifying actuaries, brokering staff, substantial shareholders and anyone with effective control of the insurer.Footnote 67 An insurer should also have a policy approved by the board to ascertain whether these key personnel are fit and proper.Footnote 68

The three general standards in the ‘fit and proper’ criteria are (a) honesty, integrity and reputation; (b) competence and capability; and (c) financial soundness.Footnote 69 These are designed to reduce the likelihood of the misuse of funds. The standards are not elaborated further in this chapter.Footnote 70

In summary, the key features of corporate governance regimes for insurers under Singapore law are as follows. First, the MAS imposes higher standards on larger insurers (i.e. the Tier 1 insurers) but the rules are more relaxed for smaller firms. Second, the corporate governance standards are mandatory for insurers, rather than ‘comply or explain’ for listed companies in the stock market. Third, the basic requirements include the independence of the board of directors and the creation of board committees for larger insurers, thus ensuring the proper appointment of board members and senior management. Creating remuneration incentives that align personal interests with the firm’s interests, conducting proper audits of the company’s accounts and maintaining appropriate risk management strategies are also important. The regime is strengthened by the ‘fit and proper’ requirements of board of directors. A licensed insurer also has an obligation to disclose ‘key features of its corporate governance framework and management controls’Footnote 71 to the public, thus improving transparency.

3 Reflection: Challenges to Singapore as an Insurance Hub

One key question is how the agency cost and regulatory compliance perspectives can be reconciled when designing corporate governance regimes for insurers. Regulators should also avoid imposing over-burdening costs. This part first examines corporate governance practices of selected insurers in Singapore, based on public information, to provide an overview of such practices. Then, the chapter investigates corporate governance regime for insurers in Singapore from two perspectives. First, the chapter considers whether Singapore’s regulations are sufficiently flexible to meet different types of insurance services providers in the Singapore market. Second, the chapter assesses the effectiveness of key corporate governance regimes in improving the ability of boards to make proper management decisions, supervising senior management teams and ensuring compliance with insurance regulation.

3.1 Corporate Governance Practices of Selected Insurers in Singapore

How do insurers in Singapore respond to the corporate governance regulations identified? Market practices must be examined to better understand corporate governance among insurers in Singapore.

However, extracting precise data for all insurers registered with the MAS is extremely difficult. Information on the corporate governance practices of insurers registered in Singapore is surprisingly lacking in the public sphere. The annual returns submitted by insurers to the regulatorFootnote 72 do not contain any information regarding the board of directors and senior management. However, many insurers are either branches or wholly owned subsidiaries of other firms. They may be incorporated as private companies, and thus their information is not required to be made in public as their shares are not traded publicly in the stock market. Information for captive insurers is even scarcer, as they are subject to less regulatory requirements. Thus, acquiring a full picture of the corporate governance practices of all insurers in the market is challenging.

Table 1 provides limited data from public reports by some insurers in Singapore.

Table 1 Corporate governance benchmarks for some direct insurers in Singapore based on their latest annual reports

The list of financial institutions available on the website of the MAS indicates that at end of May 2020, there were 17 direct life insurers, 51 general direct insurers and 8 composite insurers registered in Singapore, in addition to 35 reinsurers (including life, general and composite reinsurers) and 77 captive insurers (of all kinds).Footnote 73 The number of direct insurers that can be successfully identified as providing corporate governance information in the public sphere from the total (as shown in Table 1) is very limited.

Based on this limited sample of information, we make the following observations. First, there is obviously room to improve the transparency of corporate governance data, given the importance of corporate governance in terms of agency problems and regulatory compliance. The MAS publishes annual returns submitted by insurers on its website, and therefore basic information on the financial conditions of these insurers is already in the public space. Further basic information (such as a list of board members) on insurers’ corporate governance practices could be disclosed on the same platform. If an insurer is already compelled to disclose financial information about its insurance business and funds, it should have no valid grounds to reject the disclosure of its basic corporate governance practices.

Thus, it is suggested that the regulator request insurers to submit additional information about board composition, independence and other critical governance benchmarks. Even if an insurer is a wholly owned subsidiary of a parent insurer, there are still advantages to improving transparency as it serves many customers in the local market. Although concerns over agency costs for such subsidiaries may be reduced, the proper management of insurance funds and regulatory compliance can still be an issue.

Second, the companies in the limited sample all appear to generally comply with the minimum board independence requirements and the rule against chairman-CEO duality. However, one interesting pattern observed in the limited data is that insurers that are public companies (e.g. Great Eastern Life or NTUC Income) tend to have larger boards and more independent directors than those incorporated as private companies (indicating that they are subsidiaries of another financial holding company or an overseas insurer).

The differences in terms of compliance strategies (if the limited data represent the whole population of insurers registered in Singapore) are understandable. If an insurer is a wholly owned subsidiary of another foreign insurer, the board of the subsidiary is likely to have less management power when most important decisions are probably determined by the board of the parent company. Thus, there is no need for a larger board in the subsidiary insurer in terms of making management decisions. Large boards also increase operational costs.

However, insurers that are public companies (sometimes listed for trading on the stock exchange) may face more scrutiny from other shareholders and the market. If the insurer is not a subsidiary, the board is expected to play a more significant role in making management decisions. Thus, it is understandable that they have larger boards of directors, and consequently more independent directors. One study in 2016 has shown that the average number of independent directors on the board of the top 50 companies listed in the Singapore Exchange was about 5.7 persons.Footnote 74 The number of independent directors in Great Eastern and NTUC Income (the first companies in Table 1) are comparable with other large companies listed in Singapore’s stock market.

The question for regulators is to determine the optimal size of the board and the level of board independence. Although there may be less concern over agency costs if an insurer is a wholly owned subsidiary of a parent insurer, the board must still play its role in regulatory compliance. Thus, would a small board serve its purpose in terms of regulatory compliance? This question is addressed in the following two sections.

3.2 Reflection on the Corporate Governance Standards

There are pros and cons on how regulators should impose corporate governance standards. One common approach is that regulators would apply a uniform approach to request insurers to follow certain minimum standards. A uniform approach for the corporate governance of insurers has both pros and cons. Uniformity may facilitate more effective supervision, as a common benchmark can make it easier for regulators and the market to evaluate and assess corporate governance standards in the same market. Equal treatment may also be beneficial, as a smaller insurer is still susceptible to agency costs and the possibility of business mismanagement, so minimum standards should still apply.

However, a uniform approach to insurers’ corporate governance standards may have some disadvantages. First, given the diversity of insurers in the market, a uniform requirement applicable to all kinds of insurers may not be the most efficient as it invariably must ignore the variety of firm characteristics. For example, some insurers may be publicly listed companies with thousands of shareholders and prospective investors in the capital market, and others may be wholly owned subsidiaries of parent insurers or captive insurers for an industrial group. In terms of agency costs, higher standards may be more appropriate for the former than the latter. However, a uniform approach does not capture the difference in terms of ownership structure (or other characteristics). Therefore, there is a possibility that regulators impose requirements that are unfit for certain insurers.

Second, the impact of compliance resources differs depending on the type and size of the insurer. Smaller insurers may not be able to compete with larger competitors in attracting suitable board member candidates as the costs may be too high.Footnote 75 Hence, a uniform approach may be more advantageous for larger insurers if the compliance costs are too high. Over-regulation may increase compliance costs and might lead to some insurers setting up businesses in other countries. This could damage Singapore’s competitive advantage in terms of being a global insurance hub. In contrast, under-regulation may cause ineffective corporate governance. Regulators need to carefully balance the costs and benefits to make the most optimal requirement.

Singapore, as an international financial centre, faces challenges in implementing corporate governance standards to insurers. First, the retail and wholesale markets in Singapore are distinct. Some insurers serve local customers, regardless of whether they are individuals or businesses. However, many insurers, reinsurers or brokers conduct, negotiate and offer risk protection at a wholesale level. The management and regulatory compliance of local insurers thus directly affect domestic customers. Imposing higher standards on insurers serving retail customers may therefore be preferable.

In contrast, there should be less need to overly regulate insurers in the wholesale market. As they do not deal directly with retail customers, there are fewer prudential and consumer protection concerns. In the small world of reinsurance, the market may be able to deal with specific concerns (e.g. agency problems) without more intrusive regulations. A more flexible approach in the wholesale market may also help Singapore become an insurance risk trading centre without creating unnecessary regulatory burdens.

Moreover, some insurers are registered as local companies while others are registered abroad. Locally registered insurers may be purely local firms (e.g. MS First Capital Insurance) or part of a local financial group (e.g. Great Eastern Life Assurance as part of the OCBC Group, or UOB Overseas Insurance as part of the UOB group). Others may be local wholly owned subsidiaries of a foreign insurer (e.g. Chubb Insurance Singapore or MSIG Insurance (Singapore)). However, some foreign insurers prefer to set up branches (Allianz Global Corporate & Speciality SE, Singapore Branch, or Aetna Insurance Company Ltd, Singapore Branch) rather than create subsidiaries to conduct business in the city-state.

From the perspective corporate governance, being a local firm or a branch can make a huge difference. Regardless of the ultimate owner, a locally registered company must follow Singapore’s company law and MAS regulations in terms of corporate governance. A locally incorporated company must be governed by a separate board, although many insurers (particularly wholly owned subsidiaries of foreign insurers) may choose not to make public information about the board and senior management. In contrast, if the commercial presence of a foreign insurer is through a branch, the insurer remains a foreign-incorporated company and there is no need to have a separate board of directors for the Singapore business. In addition, the power of the MAS to enforce rules against the board of a foreign company is more limited as the MAS in principle cannot exercise its regulatory power in another country. Thus, enforcing corporate governance standards on foreign firms with branches in Singapore will be more challenging.

Last, Singapore is also home to many captive insurers. These are insurance companies set up by another company or industry group to underwrite the risk of the owner or the group. They are typically set up in offshore tax havens, but Singapore is one of the largest centres of captive insurers in Asia. Various exemptions are provided in Singapore law to attract them. For example, captive insurers are not subject to the same capital requirements as other direct insurers provided they meet the minimum paid-up capital requirement.Footnote 76 The fund solvency requirement is also more relaxed.Footnote 77 The MAS exempts captive insurers from some reporting requirements, although this measure reduces transparency in the captive sector. Nevertheless, the nature of captive insurers means that there are limitations on their ability to underwrite non-in-house risk.Footnote 78

Captive insurers typically underwrite risks only from the same industry group, so there may be a lower demand for regulatory compliance. If a captive insurer is wholly owned by its parent company, there is less concern over agency costs. Thus, captive insurers may not need to be subject to the same corporate governance requirements as other direct insurers or re-insurers.

The current state of Singapore’s corporate governance regime can thus be considered in light of the challenges faced from the diversity of insurers.Footnote 79 As discussed in Sect. 2.3, this regime is in general a uniform approach consisting of minimum requirements. The minimum requirements are largely in line with the common requirement for listed companies in the stock market. Hence, the minimum corporate governance requirements should not cause too much over-burden on insurers if the requirements are also commonly complied with by firms in the capital market.

However, the MAS also made some adjustments for some degrees of differential treatment. The application of corporate governance rules by the MAS differ according to the size of the business. A larger insurer (presumably serving more customers) is subject to a higher standard, and smaller insurers receive more leniency. If a larger insurer is majority owned by another insurer, the threshold for board independence is also lowered to one third (rather than half the board).Footnote 80 In addition, insurers that are subsidiaries of other insurers may also be exempt from the requirement to have particular committees at the board level.

A further question is whether Singapore’s approach effectively allays concerns from having a uniform approach with some degrees of differential treatment. From the agency cost perspective, granting exemptions for insurers that are wholly subsidiaries should have addressed some concerns discussed above. Most insurers registered with the MAS are within the Tier 2 category and thus are subject to lower corporate governance requirements.

However, size may not be a suitable benchmark if viewed from the perspective of regulatory compliance. Imposing higher requirements for larger insurers (i.e. Tier 1 insurers) is understandable, as any lapse in compliance is likely to affect a larger number of customers. However, the argument that smaller insurers should enjoy lower regulatory compliance is not convincing. After all, any lapse in compliance or occurrence of corporate scandals still hurt retail customers and a small insurer’s shareholders.

The MAS regulations currently require a Tier 1 insurer to ensure that at least half the board are independent directors, but the threshold drops to one third for Tier 2 (i.e. smaller) insurers. The one-third threshold is the same as the minimum requirement for other listed companies, as prescribed by the Code of Corporate Governance.Footnote 81

Thus, the lower threshold of board independence for Tier 2 insurers is arguably compatible with the general corporate governance standards for non-financial firms, and therefore lowing corporate governance standards for smaller insurers should not cause a concern, even if a smaller insurer is a public company that has many shareholders under the current corporate governance framework in Singapore.

However, the general Code of Corporate Governance requires a firm to have at least half of the board as independent directors under some circumstances (e.g. when the chairman and chief executive are the same person).Footnote 82 This requirement is also stated in the Guidelines on Corporate Governance for Financial Holding Companies, Banks, Direct Insurers, Reinsurer and Captive Insurers which are Incorporated in Singapore,Footnote 83 but not in the ICGR, which was issued in the same year. The guidelines have not been updated in the Code of Corporate Governance for listed companies, which was revised in 2018. In addition, the guidelines only apply to insurers incorporated in Singapore, and do not apply to branches of a foreign insurer. Thus, there may be gaps in terms of board independence requirements.

In addition, it is not clear why a large insurer that is a subsidiary of a bank or another insurer may be exempted from having some board-level committees. Compliance costs may be saved if the function of the committees (e.g. nomination) is accomplished by the parent company’s board of directors. If the insurer is large, arguably it should still be subject to the full set of corporate governance requirements, even if it is a wholly owned subsidiary of another bank or insurer, to ensure better regulatory compliance for prudential or business conduct reasons. The MAS could consider this in future.

3.3 Effectiveness of Corporate Governance Regimes in Regulatory Compliance

The board of directors is the ultimate decision-maker for major corporate decisions and supervises the senior management team, but it also takes responsibility for numerous regulatory compliance issues, ranging from prudent regulations and risk management to the conduct of business and AML/CFT.Footnote 84 The effectiveness of corporate governance requirements in Singapore in terms of compliance with insurance regulations should thus be investigated. General issues are raised in this section, which may apply not only to the Singapore market, but also to those of other countries.

Current corporate governance regimes in Singapore could be open to some general criticism in terms of regulatory compliance. One general question is whether board independence regime is sufficient to support and improve the quality of regulatory compliance by an insurer. The concept of board independence and some other commonly seen corporate governance regimes (such as audit and remuneration committees) are closely linked to address the agency problem and corporate scandals (such as accounting frauds). Having more outsiders on the board may provide more diverse views, and an outsider may also be more willing to speak up and less likely to collude with the management. Therefore, the regime could improve the monitoring of the management and reduce agency costs.

However, whether corporate governance regimes based on the concept of board independence is much less explored. One study of banks in Tunisia also shows that board independence plays an important roles in enhancing credit quality of loans.Footnote 85 Another research shows that financial performance of banks were better during the financial crisis for financial institutions with more independent directors on audit and risk committees.Footnote 86 Therefore, there are evidence suggesting that having some independent directors on the board should also improve the board’s monitoring function and thus help to achieve better regulatory compliance.

In addition, the ability of the board to monitor and ensure the quality of regulatory compliance is also supported by other regulatory requirements. For example, under Singapore law, the appointment of a director on the board and some key persons (including substantial shareholders, chief executive officer, or actuaries) might require prior regulatory approval.Footnote 87 In addition, directors and key persons of an insurer need to satisfy the ‘fit and proper’ criteria.Footnote 88 In other words, directors (no matter they are independent or not) need to possess the quality of ‘honesty, integrity, and reputation’, ‘competence and capability’, and ‘financial soundness’.Footnote 89 In particular, the competence and capability requirements, combined with prior regulatory approval process, could ensure that the board and top management of an insurer should possess sufficient knowledge, experience and expertise to complete their function of supervising internal control system and ensuring compliance with regulations.

However, there are also counter arguments. First, whether the board can be effective in supervising the internal control system and various regulatory compliance functions partly depends on the information the board (and particularly independent directors) can acquire. Ideally, the board and individual directors should be able to acquire the information they need to make a judgment. However, it does not necessarily mean that information must be provided to the board without being requested. Thus, proper information flow is essential to the success of corporate governance regimes.Footnote 90 For example, directors could actively review and examine the role of compliance officer and front-desk supervisors based on their own initiative to ensure that salespersons would behave properly when promoting an insurance product to a client. Naturally, the board should be able to request information on sales practice generally or regarding an individual case to consider whether the existing regime is sufficient to meet regulatory requirements. However, when a misselling incident occurs, the board is only made aware of the incident when they are informed. Hence, there could be an information gap between what the board actually knows and what happens in practice. Such gap could undermine the board of directors to exercise their function effectively.

Second, to fully accomplish the regulatory compliance requirements imposed on the board, directors (independent or otherwise) must possess sufficient expertise not only in terms of insurance-specific issues but also in a broad range of topics such as risk management,Footnote 91 sales practices, anti-money laundering and even IT outsourcing.Footnote 92 Hence, knowledge and understanding of financial models is essential.Footnote 93 A board also has the responsibility to ensure that senior management have the appropriate skills to manage the risks posed by internal models and that the company has clear and comprehensive policies regarding the use of such models.Footnote 94 One survey in the US conducted a decade ago shows that most directors of public companies at the time were doubtful on the company’s ability to monitor a risk management plan.Footnote 95 Thus, there could be real concerns over the board’s ability and capacity in supervising the internal control and compliance systems in a specialised business like insurance.

From this perspective, board independence alone cannot address the ability of the board to handle a wide range of compliance matters. Independence may mean that directors are less likely to collude with management in terms of internal control and compliance, but board members with diverse backgrounds can also be beneficial (e.g. finance, law, accounting, etc.). One study in South Africa finds that higher board independence is actually detrimental to efficiency of life insurers in the country.Footnote 96 However, whether the same finding could be replicated in Singapore or other countries is subject to further studies.

However, in Singapore the focus of the corporate governance requirement is on board independence. While this may satisfy the need to contain agency costs, there is no clear effort to ensure that the board has sufficient expertise in terms of regulatory compliance. Although directors must be ‘fit and proper’ and have proper competence and capacity, it does not necessarily warrant that appointed directors must possess sufficient knowledge or experiences review and supervise a wide range of regulatory compliance issues especially when specific knowledge (e.g. risk management for investment) is required.

Moreover, to measure ‘competence and capacity’ of a director or chief executive officer, the MAS in Singapore relies on general benchmarks such as ‘past performance or expertise’ or ‘satisfactory educational qualification or experience, relevant skills and knowledge’.Footnote 97 Nevertheless, the looping question is what the necessary knowledge and experienced required for a wide range of compliance issues and how to keep a balanced composition of the board to strengthen its ability to oversee an insurer’s regulatory compliance. In theory, a nomination committee could select suitable candidates based on the professional knowledge of the committee members, but whether this is always true in practice should be investigated further.

Third, an over-reliance on independent directors may cause other issues. They may become overloaded, thus increasing their legal risk and reducing the possibility of hiring good candidates in the future. As Sect. 3.1 shows, insurers that are public companies in Singapore appear to have larger boards and more independent directors, while those that are wholly owned subsidiaries of another insurance or banking group tend to have smaller boards and fewer (often only two or three) independent directors. These few independent directors will then carry the full responsibility of overseeing regulatory compliance and internal processes, in addition to other corporate governance functions (e.g. reviewing related party transactions). This likelihood should be considered further by regulators in the current corporate governance requirements.

4 Conclusion

Singapore presents a challenge to setting appropriate corporate governance standards for insurers. The market consists of multiple layers of direct insurers and reinsurers with various ownership structures and business focuses. In this chapter, it is argued that Singapore could improve transparency, notably for direct insurers and in terms of agency costs and regulatory compliance. The general approach adopted in Singapore is a uniform approach with minimum requirements and some different treatments. Large insurers are subject to a higher standard while smaller ones enjoy lower requirements. Given that the regulatory standards are minimum requirements and are compatible with the general corporate governance requirements for companies in the stock market, having a lower standard for smaller insurers and large insurers that are majority owned by another insurer is acceptable, as agency costs are not necessarily increased. However, regulators should also rethink and evaluate the reliance on board independence and having a more balanced composition of directors to ensure regulatory compliance and internal governance functions in addition to existing corporate governance and ‘fit and proper’ requirements. Regulators could rather seek to improve board diversity (in terms of expertise), the role of nomination committee and selection process of board members, and internal information flow, to help the board to make proper decisions regarding compliance of insurance regulations.


  1. 1.

    See Jensen and Meckling (1976), p. 305.

  2. 2.

    Jensen and Meckling (1976), p. 308.

  3. 3.

    In general, tunnelling refers to the ‘transfer of assets and profits out of firms for the benefit of those who control them’. Johnson et al. (2000), p. 22.

  4. 4.

    Li et al. (2017), p. 3.

  5. 5.

    ‘Singapore as a Global Insurance Marketplace’—Keynote Address by Mr Ravi Menon, Managing Director, Monetary Authority of Singapore, at the 12th Singapore International Reinsurance Conference on 6 November 2013, retrieved from the website of Monetary Authority of Singapore (last accessed on 20 July 2020).

  6. 6.

    Berle and Means (1932).

  7. 7.

    See above n 3.

  8. 8.

    Jensen and Meckling (1976), p. 308.

  9. 9.

    For example, the largest shareholder of Prudential plc, one of the largest insurers in the UK, held barely more than 5% of voting shares (with the runner-up holding just short of 5%) pursuant to the company’s 2019 annual report. See the 2019 annual report of Prudential plc, p. 400, at (last accessed 21 July 2020).

  10. 10.

    See Sect. 2.3 below for a more detailed discussion of Singapore law.

  11. 11.

    Kowalewski (2012), p. 14.

  12. 12.

    Dill (2019), p. 168.

  13. 13.

    Dill (2019), pp. 167–168.

  14. 14.

    Dill (2019), pp. 168–169.

  15. 15.

    MAS, Guidelines on Corporate Governance, para. [7].

  16. 16.

    MAS, Guidelines on Risk Management Practices for Insurance Business, para 2.2.2.

  17. 17.

    Chen et al. (2018), p. 988.

  18. 18.

    MAS, Guidelines on Risk Management Practices – Internal Controls, para 1.1.2.

  19. 19.

    MAS, Guidelines on Risk Management Practices – Internal Controls, para 2.6.2.

  20. 20.

    See Enriques et al. (2009).

  21. 21.

    MAS, Notice on Valuation and Capital Framework for Insurers (Notice 133), Annex 4E para 1 & 2.

  22. 22.

    MAS, Guidelines on Use of Internal Models for Liability and Capital Requirements for Life Insurance Products Containing Investment Guarantees with Non-Linear Payouts (ID 01/13), para 2.3.1 & 3.1.4.

  23. 23.

    MAS, Notice on Valuation and Capital Framework for Insurers (Notice 133), Annex 4E para 3.

  24. 24.

    MAS, Notice on Investment of Insurers (Notice 125), para 8, 12 and 18.

  25. 25.

    MAS, Notice on Investment of Insurers (Notice 125), para 8.

  26. 26.

    Insurance (Actuaries) Regulations reg 7(1).

  27. 27.

    Insurance (Actuaries) Regulations reg 10(1).

  28. 28.

    MAS, Reinsurance Management (Notice 114), para 7 & 9.

  29. 29.

    MAS, Guidelines on Risk Management Practices for Insurance Business, para 2.2.2; MAS, Guidelines on Risk Management Practices – Market Risk, para 3.1.1.

  30. 30.

    MAS, Guidance on Insurers’ Own Risk and Solvency Assessments, para 3.1; MAS, Enterprise Risk Management (“ERM”) for Insurers (Notice 126), para 33.

  31. 31.

    MAS, Technology Risk Management Guidelines, para 3.0.2 and 3.1.1.

  32. 32.

    MAS, Technology Risk Management Guidelines, para 3.1.1.

  33. 33.

    MAS, Insurance Business – Insurance Fraud Risk, 2.1.3.

  34. 34.

    MAS, Guidelines on Outsourcing, para 5.2.

  35. 35.

    MAS, Guidelines on Risk Management Practices – Internal Controls, para 3.1.1.

  36. 36.

    Financial Advisers Regulations, reg 18B.

  37. 37.

    MAS, Guidelines on Standards of Conduct for Marketing and Distribution Activities, para 1.1.

  38. 38.

    MAS, Guidelines on Standards of Conduct for Marketing and Distribution Activities, para 1.2.

  39. 39.

    E.g. Insurance (Approved Marine, Aviation and Transit Insurers) Regulations, Second Schedule; Insurance (Authorised Reinsurers) Regulations reg 9.

  40. 40.

    AML\CFT Guidelines, para 3.2.

  41. 41.

    MAS, Guidelines to MAS Notice 314 on Prevention of Money Laundering and Countering the Financing of Terrorism, para 1–3.

  42. 42.

    ICGR Reg 4(1)(a).

  43. 43.

    ICGR Reg 4(3).

  44. 44.

    ICGR Reg 6(1).

  45. 45.

    ICGR Reg 5(2).

  46. 46.

    ICGR Reg 5(6) to (8).

  47. 47.

    MAS, Code of Corporate Governance (2018), paras. [6]–[9].

  48. 48.

    ICGR Reg 2.

  49. 49.

    ICGR Reg 5.

  50. 50.

    ICGR Reg 6.

  51. 51.

    ICGR Reg 8(1).

  52. 52.

    ICGR Reg 10(1).

  53. 53.

    ICGR Reg 9.

  54. 54.

    ICGR Reg 10(3).

  55. 55.

    ICGR Reg 11(1) and 16(1).

  56. 56.

    ICGR Reg 17(1).

  57. 57.

    ICGR Reg 18(1).

  58. 58.

    ICGR Reg 10(2).

  59. 59.

    ICGR Reg 12(1).

  60. 60.

    ICGR Reg 15(3).

  61. 61.

    ICGR Reg 17(2).

  62. 62.

    ICGR Reg 18(2).

  63. 63.

    ICGR Reg 21 to 27.

  64. 64.

    ICGR Reg 19(1).

  65. 65.

    Insurance Act s 31(5).

  66. 66.

    MAS, Appointment of Director, Chairman and Key Executive Person (Notice 106), para 7.

  67. 67.

    MAS, Guidelines on Fit and Proper Criteria (FSG-G01), para 6. (Fit and Proper Criteria).

  68. 68.

    MAS, Appointment of Director, Chairman and Key Executive Person (Notice 106), para 10.

  69. 69.

    Fit and Proper Criteria, para 8.

  70. 70.

    See Fit and Proper Criteria, para 9 to 15.

  71. 71.

    MAS, Public Disclosure Requirements (Notice 124), para 9(a).

  72. 72.

    MAS website: (last accessed 24 July 2020).

  73. 73.

    See MAS website: (last accessed 24 July 2020).

  74. 74.

    Chen (2016), p. 341.

  75. 75.

    Chen (2019), pp. 358–359.

  76. 76.

    Insurance (General Provisions and Exemptions for Captive Insurers) Regulations 2018 reg 3.

  77. 77.

    Insurance (General Provisions and Exemptions for Captive Insurers) Regulations 2018 reg 4 and 5.

  78. 78.

    MAS, Captive Insurance – Writing of In-House and Non In-House Risks (Notice 121), para 7.

  79. 79.

    See above Sect. 2.3.

  80. 80.

    See Sect. 2.3 above.

  81. 81.

    MAS, Code of Corporate Governance, Provision 2.1; and SGX Listing Rule 210(5)(c) (effective from 1 January 2022).

  82. 82.

    MAS, Code of Corporate Governance, Provision 2.2.

  83. 83.

    MAS, Guidelines on Corporate Governance (2013), p. 7.

  84. 84.

    See Sect. 2.3 above.

  85. 85.

    Moussa (2019), p. 640.

  86. 86.

    Yeh et al. (2011), p. 437.

  87. 87.

    See Sect. 2.3 above.

  88. 88.

    See Sect. 2.3 above.

  89. 89.

    Fit and Proper Criteria, para 8.

  90. 90.

    G20/OECD Principles of Corporate Governance (2015), (last accessed 24 July 2020), pp. 5–6.

  91. 91.

    For example, MAS, Enterprise Risk Management (‘ERM’) for Insurers (Notice 126), para 56.

  92. 92.

    MAS, Technology Risk Management Guidelines, para 5.1.1.

  93. 93.

    MAS, Guidelines on Use of Internal Models for Liability and Capital Requirements for Life Insurance Products Containing Investment Guarantees with Non-Linear Payouts (ID 01/13), para 3.1.

  94. 94.

    MAS, Guidelines on Use of Internal Models for Liability and Capital Requirements for Life Insurance Products Containing Investment Guarantees with Non-Linear Payouts (ID 01/13), para 3.1.2 and 3.1.3, and 3.2 et seq.

  95. 95.

    Bamberger (2020), p. 711.

  96. 96.

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  97. 97.

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Chen, C. (2022). Corporate Governance Standards for Insurers in Singapore. In: Marano, P., Noussia, K. (eds) The Governance of Insurance Undertakings . AIDA Europe Research Series on Insurance Law and Regulation, vol 6. Springer, Cham.

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