S.I. No. 485/2015 - European Union (Insurance and Reinsurance) Regulations 2015

• (4) Where the Bank is the group supervisor, it shall—

• (a) inform the other members of the college of supervisors and forward the complete application to them without delay,

• (b) where a joint decision is reached in accordance with paragraph (3), provide the applicant with a document setting out the fully reasoned decision,

• (c) in the absence of a joint decision within the period referred to in paragraph (3), make its own decision on the application and in doing so—

• (i) take into account any views and reservations of the other supervisory authorities concerned expressed during the 6 month period referred to in paragraph (3), and

• (ii) provide the applicant and the other supervisory authorities concerned with a document setting out its fully reasoned decision.

• (5) Despite paragraph (3) and subject to paragraph (6), where any of the supervisory authorities concerned refers the matter to EIOPA in accordance with Article 19 of Regulation (EU) No 1094/2010 within the 6 month period referred to in paragraph (3), the Bank, where it is the group supervisor, shall defer its decision and await any decision that EIOPA may take in accordance with Article 19(3) of that Regulation, and shall take its decision in conformity with EIOPA’s decision.

• (6) Where, for the purposes of paragraph (5), in accordance with Articles 41(2) and (3) and 44(1)(3) of Regulation (EU) No 1094/2010, the decision proposed by the panel (as referred to in those Articles) is rejected, the Bank, where it is the group supervisor, shall take the final decision.

• (7) The Bank shall not refer the matter of a group internal model to EIOPA after the end of the 6 month period referred to in paragraph (3) or after a joint decision has been reached.

• (8) The Bank shall recognise as determinative and apply a decision taken by a supervisory authority other than the Bank, as group supervisor, in accordance with Article 231 of the Directive.

• (9) Where the Bank is a member of the college of supervisors and it considers that the risk profile of an insurance undertaking or reinsurance undertaking under its supervision deviates significantly from the assumptions underlying the internal model approved at group level, and as long as that undertaking has not properly addressed its concerns, the Bank may, in accordance with Regulation 39, impose a capital add-on to the Solvency Capital Requirement of that insurance undertaking or reinsurance undertaking resulting from the application of such internal model.

• (10) In exceptional circumstances, where such capital add-on would not be appropriate, the Bank may require the undertaking concerned to calculate its Solvency Capital Requirement on the basis of the standard formula referred to in Regulations 113 to 124.

• (11) In accordance with Regulation 39(2)(a) or (c), the Bank may impose a capital add-on to the Solvency Capital Requirement of that insurance undertaking or reinsurance undertaking resulting from the application of the standard formula.

• (12) The Bank shall explain any decision under paragraph (9), (10) or (11) to both the insurance undertaking or reinsurance undertaking and the other members of the college of supervisors.

Transitional measure on partial internal group model

• (a) both the undertaking and the ultimate parent undertaking are located in the same Member State, and

• (b) that part of the group forms a distinct part having a significantly different risk profile from the rest of the group.

Group capital add-on

• (a) a specific risk existing at group level would not be sufficiently covered by the standard formula or the internal model used, because it is difficult to quantify, or

• (b) a capital add-on to the Solvency Capital Requirement of the related insurance undertakings or reinsurance undertakings is imposed by the supervisory authorities concerned, in accordance with Article 37 or 231(7) of the Directive.

• (2) Where the risk profile of the group is not adequately reflected, the Bank may impose a capital add-on to the consolidated group Solvency Capital Requirement.

• (3) For the purposes of paragraph (2), Regulation 39, together with any measures adopted in accordance with Article 37(6), (7) and (8) of the Directive, shall apply subject to any necessary modifications.

Calculation method 2 (alternative method): deduction and aggregation method

• (a) the aggregated group eligible own funds, as provided for in paragraph (2), and

• (b) the value in the participating insurance undertaking or reinsurance undertaking of the related insurance undertakings or reinsurance undertakings and the aggregated group Solvency Capital Requirement, as provided for in paragraph (3).

• (2) The aggregated group eligible own funds are the sum of—

• (a) the own funds eligible for the Solvency Capital Requirement of the participating insurance undertaking or reinsurance undertaking, and

• (b) the proportional share of the participating insurance undertaking or reinsurance undertaking in the own funds eligible for the Solvency Capital Requirement of the related insurance undertakings or reinsurance undertakings.

• (3) The aggregated group Solvency Capital Requirement is the sum of—

• (a) the Solvency Capital Requirement of the participating insurance undertaking or reinsurance undertaking, and

• (b) the proportional share of the Solvency Capital Requirement of the related insurance undertakings or reinsurance undertakings.

• (4) Where the participation in a related insurance undertaking or reinsurance undertaking consists, wholly or in part, of an indirect ownership, the value in the participating insurance undertaking or reinsurance undertaking of the related insurance undertakings or reinsurance undertakings shall incorporate the value of such indirect ownership, taking into account the relevant successive interests, and the items referred to in paragraphs (2)(b) and (3)(b) shall include the corresponding proportional shares, respectively, of the own funds eligible for the Solvency Capital Requirement of the related insurance undertakings or reinsurance undertakings and of the Solvency Capital Requirement of the related insurance undertakings or reinsurance undertakings.

• (5) In the case of an application for permission to calculate the Solvency Capital Requirement of insurance undertakings and reinsurance undertakings in a group on the basis of an internal model submitted by an insurance undertaking or reinsurance undertaking and its related undertakings, or jointly by the related undertakings of an insurance holding company, or a mixed financial holding company, Regulation 234 shall apply subject to any necessary modifications.

• (6) In determining whether the aggregated group Solvency Capital Requirement, calculated as set out in paragraph (3), appropriately reflects the risk profile of a group, the Bank shall pay particular attention to any specific risks existing at group level which would not be sufficiently covered, because they are difficult to quantify.

• (7) The Bank may, where it is the group supervisor, impose a capital add-on to the aggregated group Solvency Capital Requirement where the risk profile of a group deviates significantly from the assumptions underlying the aggregated group Solvency Capital Requirement.

• (8) For the purposes of paragraph (7), Regulation 39, together with implementing measures taken in accordance with Article 37(6), (7) and (8) of the Directive, shall apply subject to any necessary modifications.

Group solvency of insurance holding company or mixed financial holding company

• (2) For the purpose of that calculation, the parent undertaking shall be treated as if it were an insurance undertaking or reinsurance undertaking subject to the rules laid down in Regulations 113 to 138 as regards the Solvency Capital Requirement and subject to the same conditions as laid down in Regulations 102 to 112 as regards the own funds eligible for the Solvency Capital Requirement.

Subsidiaries of insurance or reinsurance undertaking: conditions

• (a) the subsidiary undertaking has not been the subject of a decision under Article 214(2) of the Directive and is included in the group supervision carried out by the group supervisor at the level of the parent undertaking in accordance with this Part;

• (b) the risk-management processes and internal control mechanisms of the parent undertaking cover the subsidiary undertaking and the parent undertaking satisfies the supervisory authorities concerned regarding the prudent management of the subsidiary undertaking;

• (c) the parent undertaking has received the agreement referred to in the third subparagraph of Article 246(4) of the Directive regarding the undertaking of an own risk and solvency assessment at the level of the group and the subsidiary undertaking at the same time;

• (d) the parent undertaking has received the agreement referred to in Article 256(2) of the Directive regarding a single solvency and financial condition report;

• (e) an application for permission to be subject to Regulations 241 and 242 has been submitted by the parent undertaking and a favourable decision has been made on such application in accordance with the procedure set out in Regulation 240.

Subsidiaries of insurance or reinsurance undertaking: decision on application

• (2) An application may be submitted to the Bank if it authorised the subsidiary undertaking concerned.

• (3) An application shall be submitted by the parent undertaking of the subsidiary undertaking.

• (4) Where the Bank receives an application it shall inform other members of the college of supervisors and forward the complete application to them, without delay.

• (5) The Bank shall do everything within its power to reach a joint decision on the application with the other supervisory authorities concerned within 3 months from the date of receipt of the application by all supervisory authorities within the college of supervisors.

• (6) Where a joint decision is reached in accordance with paragraph (5) in respect of an application, the Bank shall provide the applicant with the decision stating the full reasons.

• (7) Where the Bank is the group supervisor, it shall, in the absence of a joint decision within the period referred to in paragraph (5), make its own decision on the application and in doing so shall—

• (a) take into account any views and reservations of the supervisory authorities concerned, and any reservations of the other supervisory authorities within the college of supervisors, which were expressed during the 3 month period referred to in paragraph (5), and

• (b) provide the applicant and the other supervisory authorities concerned with a document setting out its fully reasoned decision.

• (8) Despite paragraph (5) and subject to paragraph (9), where any of the supervisory authorities concerned refers the matter to EIOPA in accordance with Article 19 of Regulation (EU) No 1094/2010 within the 3 month period referred to in paragraph (5), the Bank, where it is the group supervisor, shall defer its decision and await any decision that EIOPA may take in accordance with Article 19(3) of that Regulation, and the Bank shall take its decision in conformity with EIOPA’s decision.

• (9) Where, for the purposes of paragraph (8), in accordance with Articles 41(2) and (3) and 44(1)(3) of Regulation (EU) No 1094/2010, the decision proposed by the panel (as referred to in those Articles) is rejected, the Bank shall take the final decision.

• (10) The Bank shall not refer the matter to EIOPA after the end of the 3 month period referred to in paragraph (5) or after a joint decision has been reached.

• (11) The Bank shall recognise as determinative and apply a decision taken in accordance with Article 237 of the Directive.

Subsidiaries of insurance or reinsurance undertaking: determination of Solvency Capital Requirement

• (2) Where—

• (a) the Solvency Capital Requirement of the subsidiary undertaking is calculated on the basis of an internal model approved at group level in accordance with Regulation 234,

• (b) the Bank, as the supervisory authority which authorised the subsidiary undertaking considers that its risk profile deviates significantly from that internal model, and

• (c) that undertaking does not properly address the concerns of the Bank,

the Bank may, in the cases referred to in Regulation 39, propose to set a capital add-on to the Solvency Capital Requirement of the subsidiary undertaking resulting from the application of that model or, in exceptional circumstances where such capital add-on would not be appropriate, require the undertaking to calculate its Solvency Capital Requirement on the basis of the standard formula.

• (3) The Bank shall discuss its proposal under paragraph (2) within the college of supervisors and communicate the grounds for such proposals to both the subsidiary undertaking and the college of supervisors.

• (4) Where—

• (a) the Solvency Capital Requirement of the subsidiary undertaking is calculated on the basis of the standard formula,

• (b) the Bank, as the supervisory authority which authorised the subsidiary undertaking considers that its risk profile deviates significantly from the assumptions underlying the standard formula, and

• (c) the undertaking does not properly address the concerns of the Bank,

the Bank may, in exceptional circumstances, propose that the undertaking replace a subset of the parameters used in the standard formula calculation by parameters specific to that undertaking when calculating the life, non-life and health underwriting risk modules, as set out in Regulation 124 or, in the cases referred to in Regulation 39, set a capital add-on to the Solvency Capital Requirement of the subsidiary undertaking.

• (5) The Bank shall discuss its proposal under paragraph (4) within the college of supervisors and communicate the grounds for such proposal to both the subsidiary undertaking and the college of supervisors.

• (6) The Bank shall do everything within its power to reach an agreement with the college of supervisors on the proposal or on other possible measures.

• (7) That agreement shall be recognised as determinative and shall be applied by the Bank.

• (8) Where the supervisory authority and the group supervisor (either of which may be the Bank) disagree, either of them may, within one month from the making of the proposal referred to in paragraph (2) or (4) and before an agreement has been reached in accordance with paragraph (6), refer the matter to EIOPA and request its assistance in accordance with Article 19 of Regulation (EU) No 1094/2010.

• (9) The Bank, as the supervisory authority which authorised the subsidiary undertaking, shall defer its decision and await any decision that EIOPA may take in accordance with Article 19, as referred to in paragraph (8), and shall take its decision in conformity with EIOPA’s decision.

• (10) The Bank shall provide the subsidiary undertaking and the college of supervisors with a document setting out its fully reasoned decision.

• (11) The Bank shall recognise as determinative and apply a decision taken in accordance with Article 238 of the Directive.

Subsidiaries of an insurance or reinsurance undertaking: non-compliance with the Solvency and Minimum Capital Requirements

• (2) The Bank shall do everything within its power to reach an agreement with the college of supervisors on the proposal regarding the approval of the recovery plan within 4 months from the date on which non-compliance with the Solvency Capital Requirement was first observed.

• (3) In the absence of such agreement, the Bank, as the supervisory authority which authorised the subsidiary undertaking, shall decide whether the recovery plan should be approved, taking due account of the views and reservations of the other supervisory authorities within the college of supervisors.

• (4) Where the Bank, as the supervisory authority which authorised the subsidiary undertaking, identifies, in accordance with Regulation 144, deteriorating financial conditions, it shall notify the college of supervisors without delay of the proposed measures to be taken; and, except in emergency situations, the measures to be taken shall be discussed within the college of supervisors.

• (5) The Bank shall do everything within its power to reach an agreement with the college of supervisors on the proposed measures to be taken within one month of notification.

• (6) In the absence of such agreement, the Bank, as the supervisory authority which authorised the subsidiary undertaking, shall decide whether the proposed measures should be approved, taking due account of the views and reservations of the other supervisory authorities within the college of supervisors.

• (7) In the event of non-compliance with the Minimum Capital Requirement and without prejudice to Regulation 148, the Bank, as the supervisory authority which authorised the subsidiary undertaking, shall, without delay, forward to the college of supervisors the short-term finance scheme submitted by the subsidiary undertaking in order to achieve, within 3 months from the date on which non-compliance with the Minimum Capital Requirement was first observed, the re-establishment of the level of eligible own funds covering the Minimum Capital Requirement or the reduction of its risk profile to ensure compliance with the Minimum Capital Requirement.

• (8) The college of supervisors shall also be informed of any measures taken to enforce the Minimum Capital Requirement at the level of the subsidiary undertaking.

• (9) Where the supervisory authority and the group supervisor, either of which may be the Bank, disagree regarding—

• (a) the approval of the recovery plan, including any extension of the recovery period, within the 4 month period referred to in paragraph (2), or

• (b) the approval of the proposed measures, within the one month period referred to in paragraph (5),

either of them may, subject to paragraph (10), refer the matter to EIOPA and request its assistance in accordance with Article 19 of Regulation (EU) No 1094/2010.

• (10) The matter shall not be referred to EIOPA—

• (a) after the end of the period referred to in paragraph (9)(a) or (b),

• (b) after an agreement has been reached within the college of supervisors in accordance with paragraph (2) or (5) as appropriate, or

• (c) in the case of emergency situations as referred to in paragraph (4).

• (11) The Bank, as the supervisory authority which authorised the subsidiary undertaking, shall defer its decision and await any decision that EIOPA may take in accordance with Article 19 of Regulation (EU) No 1094/2010 and shall take its decision in conformity with EIOPA’s decision.

• (12) The Bank shall provide the subsidiary undertaking and the college of supervisors with a document setting out its fully reasoned decision.

• (13) The Bank shall recognise as determinative and apply a decision taken in accordance with Article 239 of the Directive.

Subsidiaries of insurance or reinsurance undertaking: end of derogations for subsidiary

• (a) the condition referred to in Regulation 239(a) is no longer complied with;

• (b) the condition referred to in Regulation 239(b) is no longer complied with and the group does not restore compliance with this condition in an appropriate period of time;

• (c) the conditions referred to in Regulation 239(c) and (d) are no longer complied with.

• (2) In the case referred to in paragraph (1)(a), where the Bank, as the group supervisor of a group, decides, after consulting the college of supervisors, no longer to include the subsidiary undertaking in the group supervision it carries out, it shall immediately inform the supervisory authority concerned and the parent undertaking.

• (3) For the purposes of Regulation 239(b), (c) and (d) the parent undertaking shall be responsible for ensuring that the conditions are complied with on an ongoing basis and, in the event of non-compliance, it shall inform the group supervisor and the supervisor of the subsidiary undertaking concerned without delay and shall present a plan to restore compliance within an appropriate period of time.

• (4) Without prejudice to paragraph (3), the Bank, where it is the group supervisor, shall verify at least annually, on its own initiative, that the conditions referred to in Regulation 239(b), (c) and (d) continue to be complied with and shall also perform such verification upon request from the supervisory authority concerned, where the latter has significant concerns related to the ongoing compliance with those conditions.

• (5) Where a verification performed identifies weaknesses, the Bank, as group supervisor, shall require the parent undertaking to present a plan to restore compliance within an appropriate period of time.

• (6) Where, after consulting the college of supervisors, the Bank, as group supervisor, determines that the plan referred to in paragraph (3) or (5) is insufficient or subsequently that it is not being implemented within the agreed period of time, the Bank shall conclude that the conditions referred to in Regulation 239(b), (c) and (d) are no longer complied with and it shall immediately inform the supervisory authority concerned.

• (7) The regime provided for in Regulations 241 and 242 shall be applicable again where the parent undertaking submits a new application and obtains a favourable decision in accordance with the procedure set out in Regulation 240.

Subsidiaries of an insurance holding company or mixed financial holding company

Risk concentration and intra-group transactions

Supervision of risk concentration

• (2) An insurance undertaking, reinsurance undertaking, insurance holding company or mixed financial holding company shall report to the group supervisor on a regular basis and at least annually any significant risk concentration at the level of the group unless Regulation 218(2) applies.

• (3) The necessary information shall be submitted to the group supervisor by the insurance undertaking or reinsurance undertaking which is at the head of the group or, where the group is not headed by an insurance undertaking or reinsurance undertaking, by the insurance holding company, the mixed financial holding company or the insurance undertaking or reinsurance undertaking in the group identified by the group supervisor after consulting the other supervisory authorities concerned and the group.

• (4) Where the Bank is the group supervisor, it shall—

• (a) identify the undertaking in the group to provide the information referred to in paragraph (3),

• (b) identify the type of risks which insurance undertakings and reinsurance undertakings in the group shall report in all circumstances,

• (c) impose appropriate thresholds based on solvency capital requirements, technical provisions, or both, in order to identify significant risk concentrations which should be reported, and

• (d) subject the risk concentrations to supervisory review and, in particular, monitor the possible risk of contagion in the group, the risk of a conflict of interests and the level or volume of risks.

• (5) The Bank shall consult the other supervisory authorities concerned and the group before complying with paragraph (4)(a) to (c).

• (6) When defining or giving its opinion about the type of risks that must be reported, the Bank, as group supervisor or as another supervisory authority concerned, shall take into account the specific group and risk-management structure of the group.

Supervision of intra-group transactions

• (2) An insurance undertaking, reinsurance undertaking, insurance holding company or mixed financial holding company shall report to the group supervisor on a regular basis and at least annually all significant intra-group transactions by insurance undertakings and reinsurance undertakings within the group, including those performed with a natural person with close links to an undertaking in the group, unless Regulation 218(2) applies, and, in addition, very significant intra-group transactions shall be reported as soon as practicable.

• (3) The necessary information shall be submitted to the group supervisor by the insurance undertaking or reinsurance undertaking which is at the head of the group or, where the group is not headed by an insurance undertaking or reinsurance undertaking, by the insurance holding company, the mixed financial holding company or the insurance undertaking or reinsurance undertaking in the group identified by the group supervisor after consulting the other supervisory authorities concerned and the group.

• (4) Where the Bank is the group supervisor, it shall—

• (a) identify the undertaking in the group to provide the information referred to in paragraph (3),

• (b) identify the type of intra-group transactions which insurance undertakings and reinsurance undertakings in the group shall report in all circumstances,

• (c) impose appropriate thresholds based on solvency capital requirements, technical provisions, or both, in order to identify intra-group transactions which should be reported, and

• (d) subject the intra-group transactions to supervisory review and, in particular, monitor the possible risk of contagion in the group, the risk of a conflict of interests and the level or volume of risks.

• (5) The Bank shall consult the other supervisory authorities concerned and the group before complying with paragraph (4)(a) to (c).

• (6) When defining or giving its opinion about the type of intra-group transactions that must be reported, the Bank, as group supervisor or as another supervisory authority concerned, shall take into account the specific group and risk-management structure of the group.

Risk management and internal control

Supervision of system of governance

• (2) Without prejudice to paragraph (1), the risk management and internal control systems and reporting procedures shall be implemented consistently in all the undertakings included in the scope of group supervision pursuant to Regulation 216(3)(a) and (b) so that those systems and reporting procedures can be controlled at the level of the group.

• (3) Without prejudice to paragraphs (1) and (2), the group internal control mechanisms shall include at least the following:

• (a) adequate mechanisms as regards group solvency to identify and measure all material risks incurred and to appropriately relate eligible own funds to risks;

• (b) sound reporting and accounting procedures to monitor and manage the intra-group transactions and the risk concentration.

• (4) A participating insurance undertaking or reinsurance undertaking, insurance holding company or mixed financial holding company shall undertake the own risk and solvency assessment required by Regulation 47 at the level of the group.

• (5) Where the calculation of the solvency at the level of the group is carried out in accordance with method 1, as referred to in Regulation 233, the participating insurance undertaking or reinsurance undertaking, the insurance holding company or the mixed financial holding company shall provide to the group supervisor a proper understanding of the difference between the sum of the Solvency Capital Requirements of all the related insurance undertakings or reinsurance undertakings of the group and the group consolidated Solvency Capital Requirement.

• (6) Where the Bank is the group supervisor—

• (a) it shall subject the systems and reporting procedures referred to in paragraphs (1) to (3) to supervisory review, in accordance with the rules laid down in Regulations 248 to 263,

• (b) it shall subject the own-risk and solvency assessment conducted at group level to supervisory review in accordance with those Regulations, and

• (c) it may permit the participating insurance undertaking or reinsurance undertaking, insurance holding company or mixed financial holding company to undertake any assessments required by Regulation 47 at the level of the group and at the level of any subsidiary undertaking in the group at the same time, and to produce a single document covering all the assessments.

• (7) Before granting permission in accordance with paragraph (6)(c), the Bank shall consult the members of the college of supervisors and duly take into account their views or reservations.

• (8) Where the group obtains permission in accordance with paragraph (6)(c), it shall submit the document to all supervisory authorities concerned at the same time.

• (9) A permission under paragraph (6)(c) shall not exempt the subsidiaries concerned from the obligation to ensure that the requirements of Regulation 47 are met.

Chapter 3 Measures to facilitate group supervision

Group supervisor

• (2) The Bank shall be the group supervisor where all insurance undertakings and reinsurance undertakings in the group are authorised by the Bank.

• (3) Where paragraph (2) does not apply and subject to paragraphs (4) to (10), the Bank shall be the group supervisor—

• (a) where the group is headed by an insurance undertaking or reinsurance undertaking and that undertaking is authorised by the Bank, or

• (b) where the group is not headed by an insurance undertaking or reinsurance undertaking and—

• (i) the parent of an insurance undertaking or reinsurance undertaking is an insurance holding company or a mixed financial holding company and that insurance undertaking or reinsurance undertaking is authorised by the Bank,

• (ii) there are 2 or more insurance undertakings or reinsurance undertakings in the group which have as their parent the same insurance holding company or mixed financial holding company with its head office in the State and one of those insurance undertakings or reinsurance undertakings is authorised by the Bank,

• (iii) the group is headed by 2 or more insurance holding companies or mixed financial holding companies each with its head office in different Member States, there is an insurance undertaking or reinsurance undertaking in each of those Member States and the insurance undertaking or reinsurance undertaking with the largest balance sheet total is authorised by the Bank,

• (iv) there are 2 or more insurance undertakings or reinsurance undertakings in the group which have as their parent the same insurance holding company or mixed financial holding company, none of those undertakings has been authorised in the Member State in which the insurance holding company or mixed financial holding company has its head office and the insurance undertaking or reinsurance undertaking with the largest balance sheet total is authorised by the Bank, or

• (v) the group is a group without a parent undertaking or, in any circumstances not referred to in subparagraphs (i) to (iv), the insurance undertaking or reinsurance undertaking with the largest balance sheet total is authorised by the Bank.

• (4) The Bank may, not more than once a year, request the other supervisory authorities, to derogate from the criteria set out in paragraph (3) where their application would be inappropriate, taking into account the structure of the group and the relative importance of the activities of the insurance undertakings or reinsurance undertakings in different countries, and designate a different supervisory authority as group supervisor.

• (5) The Bank shall do everything within its power to reach a joint decision with the other supervisory authorities concerned on the choice of the group supervisor within 3 months from the request for discussion and before taking that decision, the group shall be given an opportunity to state its opinion.

• (6) Where a joint decision is reached in accordance with paragraph (5) the Bank, where it is designated group supervisor, shall provide the group with the decision stating the full reasons.

• (7) Despite paragraph (5), and subject to paragraph (10), where the Bank or any of the other supervisory authorities refers the matter to EIOPA in accordance with Article 19 of Regulation (EU) No 1094/2010 within the 3 month period referred to in paragraph (5), the Bank shall defer its joint decision and await any decision that EIOPA may take in accordance with paragraph (3) of that Article and shall take its joint decision in conformity with EIOPA’s decision.

• (8) The Bank shall not refer the matter of choice of group supervisor to EIOPA after the end of the 3 month period referred to in paragraph (5) or after a joint decision has been reached.

• (9) The Bank shall recognise as determinative and apply a joint decision taken in accordance with Article 247 of the Directive.

• (10) In the absence of a joint decision, paragraphs (2) and (3) apply.

Rights and duties of group supervisor and other supervisors

• (a) co-ordination of the gathering and dissemination of relevant or essential information for going concern and emergency situations, including the dissemination of information which is of importance for the supervisory task of a supervisory authority;

• (b) supervisory review and assessment of the financial situation of the group;

• (c) assessment of compliance of the group with the rules on solvency and of risk concentration and intra-group transactions as set out in Regulations 221 to 246;

• (d) assessment of the system of governance of the group, as set out in Regulation 247, and of whether the members of the board of directors of the participating undertaking fulfil the requirements set out in any standard of fitness and probity in a code issued by the Bank under section 50 of the Act of 2010 or Regulation 261, as applicable;

• (e) planning and co-ordination, through regular meetings held at least annually or through other appropriate means, of supervisory activities in going-concern as well as in emergency situations, in co-operation with the supervisory authorities concerned and taking into account the nature, scale and complexity of the risks inherent in the business of all undertakings that are part of the group;

• (f) leading the process for validation of any internal model at group level as set out in Regulations 234 and 237;

• (g) leading the process for permitting the application of the regime established in Regulations 240 to 243;

• (h) other duties assigned to the group supervisor by the Directive or deriving from the application of the Directive.

• (2) In order to facilitate the exercise of the group supervision tasks referred to in paragraph (1), the Bank, where it is the group supervisor, shall—

• (a) chair a college of supervisors comprising the supervisory authorities of all the Member States in which the head offices of any subsidiary undertaking is situated and EIOPA,

• (b) allow supervisory authorities of significant branches and related undertakings to participate in the college of supervisors, to the extent of achieving an efficient exchange of information,

• (c) where the effective functioning of the college of supervisors requires it, agree with the other supervisory authorities that some activities of the college be carried out by a reduced number of the supervisory authorities included in it, and

• (d) transmit to EIOPA the information on the functioning of the college of supervisors and on any difficulties encountered that are relevant for EIOPA’s reviews of the operational functioning of the college of supervisors.

• (3) The Bank, where it is a member of the college of supervisors—

• (a) shall ensure that co-operation, exchange of information and consultation processes among the supervisory authorities that are members of the college of supervisors, are effectively applied in accordance with Regulations 215 to 268, with a view to promoting the convergence of their respective decisions and activities, and

• (b) may, where the group supervisor fails to carry out the duties referred to in paragraph (1) or where the members of the college do not co-operate to the extent required in subparagraph (a), refer the matter to EIOPA in accordance with Article 19 of Regulation (EU) No 1094/2010.

• (4) Without prejudice to any measure adopted pursuant to the Directive, the establishment and functioning of the college of supervisors shall be based on co-ordination arrangements concluded by the Bank and the other supervisory authorities concerned.

• (5) Where diverging views concerning the co-ordination arrangements arise, the Bank or any other member of the college of supervisors may refer the matter to EIOPA in accordance with Article 19 of Regulation (EU) No 1094/2010.

• (6) The Bank, where it is the group supervisor, shall take its final decision in conformity with EIOPA’s decision.

• (7) The Bank, where it is the group supervisor, shall transmit the decision to the other supervisory authorities.

• (8) Without prejudice to any measure adopted pursuant to the Directive, the co-ordination arrangements referred to in paragraph (4) shall specify the procedures for—

• (a) the decision-making process among the supervisory authorities concerned in accordance with Articles 231, 232 and 247 of the Directive, and

• (b) consultation under Articles 218(5) and 248(4) of the Directive.

• (9) Without prejudice to the rights and duties allocated by these Regulations to the group supervisor and to other supervisory authorities, the co-ordination arrangements may entrust additional tasks to the group supervisor, the other supervisory authorities or EIOPA where this would result in the more efficient supervision of the group and would not impair the supervisory activities of the members of the college of supervisors in respect of their individual responsibilities.

• (10) In addition, the co-ordination arrangements may set out procedures for—

• (a) consultation among the supervisory authorities concerned, and

• (b) co-operation with other supervisory authorities.

Co-operation and exchange of information between supervisory authorities

• (a) shall co-operate closely with the other supervisory authorities concerned, in particular in cases where the undertaking encounters financial difficulties,

• (b) shall provide those other supervisory authorities with relevant information in order to allow and facilitate the exercise of the supervisory duties of the other supervisory authorities under the Directive with the object of ensuring that they have the same amount of relevant information available to them, without prejudice to their respective responsibilities, and irrespective of whether they are established in the same Member State,

• (c) shall communicate without delay all relevant information as soon as it becomes available or exchange information on request, and

• (d) shall call immediately for a meeting of all supervisory authorities involved in group supervision in the following circumstances:

• (i) where it becomes aware of a significant breach of the Solvency Capital Requirement or a breach of the Minimum Capital Requirement of an individual insurance undertaking or reinsurance undertaking;

• (ii) where it becomes aware of a significant breach of the Solvency Capital Requirement at group level calculated on the basis of consolidated data or the aggregated group Solvency Capital Requirement, in accordance with whichever calculation method is used in accordance with Regulations 233 to 237;

• (iii) where other exceptional circumstances are occurring or have occurred.

• (2) In this Regulation “relevant information” includes, but is not limited to, information about actions of the group and supervisory authorities, and information provided by the group.

• (3) The Bank, where it is the group supervisor, shall provide the supervisory authorities concerned and EIOPA with information regarding the group, in accordance with Regulations 18, 52(1) and 255 in particular regarding the legal structure of the group and the governance and organisational structure of the group.

• (4) Where a supervisory authority has not communicated relevant information or a request for co-operation, in particular to exchange relevant information, has been rejected or has not been acted upon within 2 weeks, the Bank may refer the matter to EIOPA.

Consultation between supervisory authorities

• (a) changes in the shareholder structure, organisational or management structure of insurance undertakings and reinsurance undertakings in a group, which require the approval or authorisation of supervisory authorities,

• (b) the decision on the extension of the recovery period under Regulation 146(4) and (5), or

• (c) major sanctions or exceptional measures taken by the supervisory authority in question including the imposition of a capital add-on to the Solvency Capital Requirement under Regulation 39 and the imposition of any limitation on the use of an internal model for the calculation of the Solvency Capital Requirement under Regulations 125 to 138.

• (2) For the purposes of paragraph (1)(b) and (c), the group supervisor shall always be consulted.

• (3) In addition, the Bank shall, where a decision is based on information received from other supervisory authorities, consult the other supervisory authorities concerned prior to that decision.

• (4) Without prejudice to Regulation 249, the Bank may decide not to consult in cases of urgency or where such consultation may jeopardise the effectiveness of its decision.

• (5) In that case, the Bank shall, without delay, inform the other supervisory authorities concerned.

Requests from group supervisor to other supervisory authorities

• (2) Where the Bank is the group supervisor, it shall, when it needs information referred to in Regulation 255 which has already been given to another supervisory authority, contact that supervisory authority whenever possible in order to prevent duplication of reporting to the various authorities involved in supervision.

Co-operation with authorities responsible for credit institutions and investment firms

• (2) Without prejudice to their respective responsibilities, the Bank shall provide the other authority with any information likely to simplify their task, in particular as set out in this Part.

Professional secrecy and confidentiality

Access to information

• (2) Regulation 34(1) to (5) shall apply subject to any necessary modifications.

• (3) Where the Bank is the group supervisor it may limit regular supervisory reporting with a frequency shorter than one year at the level of the group where all insurance undertakings or reinsurance undertakings within the group benefit from the limitation in accordance with Regulation 34(6) taking into account the nature, scale and complexity of the risks inherent in the business of the group.

• (4) Where the Bank is group supervisor it may exempt from reporting on an item-by-item basis at the level of the group where all insurance undertakings and reinsurance undertakings within the group benefit from the exemption in accordance with Regulation 34(10), taking into account the nature, scale and complexity of the risks inherent in the business of the group and the objective of financial stability.

• (5) The Bank may address the undertakings in the group directly to obtain the information only where such information has been requested from the insurance undertaking or reinsurance undertaking subject to group supervision and has not been supplied by it within a reasonable period of time.

Annual and quarterly information: transitional deadlines

(a)26 weeks after the end of the financial year of the undertaking or holding company ending on or after 30 June 2016 but before 1 January 2017,

(b)24 weeks after the end of the financial year of the undertaking or holding company ending on or after 1 January 2017 but before 1 January 2018,

(c)22 weeks after the end of the financial year of the undertaking or holding company ending on or after 1 January 2018 but before 1 January 2019, and

(d)20 weeks after the end of the financial year of the undertaking or holding company ending on or after 1 January 2019 but before 1 January 2020.

• (2) A participating insurance undertaking or reinsurance undertaking, an insurance holding company or a mixed financial holding company shall submit the quarterly quantitative templates no later than—

• (a) 14 weeks related to any quarter ending on or after 1 January 2016 but before 1 January 2017,

• (b) 13 weeks related to any quarter ending on or after 1 January 2017 but before 1 January 2018,

• (c) 12 weeks related to any quarter ending on or after 1 January 2018 but before 1 January 2019, and

• (d) 11 weeks related to any quarter ending on or after 1 January 2019 but before 1 January 2020.

Verification of information

• (a) the insurance undertaking or reinsurance undertaking subject to group supervision;

• (b) related undertakings of that insurance undertaking or reinsurance undertaking;

• (c) parent undertakings of that insurance undertaking or reinsurance undertaking;

• (d) related undertakings of a parent undertaking of that insurance undertaking or reinsurance undertaking.

• (2) Where the Bank wishes in specific cases to verify the information concerning an undertaking, whether regulated or not, which is part of a group and is situated in another Member State, it shall ask the supervisory authorities of that other Member State to have the verification carried out.

• (3) The Bank may where it so wishes participate in that verification.

• (4) Where the Bank receives such a request from another supervisory authority, it shall act upon that request either by carrying out the verification directly, by allowing an auditor or expert to carry it out, or by allowing the authority which made the request to carry it out itself; and the Bank shall inform the group supervisor of the action taken.

• (5) The supervisory authority which made the request may, where it so wishes, participate in the verification when it does not carry out the verification directly.

• (6) Where the request to another supervisory authority by the Bank to have a verification carried out in accordance with paragraph (2) has not been acted on within 2 weeks, or where the Bank is unable in practice to exercise its right to participate, the Bank may refer the matter to EIOPA and request its assistance in accordance with Article 19 of Regulation (EU) No 1094/2010.

• (7) In accordance with Article 21 of that Regulation EIOPA may participate in on-site examinations where they are carried out jointly by the Bank and one or more other supervisory authorities.

Group solvency and financial condition report

• (2) Regulations 52, 55, 56 and 57 shall apply subject to any necessary modifications.

• (3) The participating insurance undertaking or reinsurance undertaking, the insurance holding company or the mixed financial holding company may, subject to the approval of the group supervisor, provide a single solvency and financial condition report which shall comprise the following:

• (a) the information at the level of the group which must be disclosed in accordance with paragraph (1);

• (b) the information for any of the subsidiaries within the group which must be individually identifiable and disclosed in accordance with Regulations 52, 55, 56 and 57.

• (4) The Bank, where it is the group supervisor, may grant approval in accordance with paragraph (3), having consulted and duly taken into account any views and reservations of the members of the college of supervisors.

• (5) Where the Bank has authorised a subsidiary undertaking in the group and the report referred to in paragraph (3) fails to include information which the Bank requires comparable undertakings to provide, and the omission is material, the Bank may require the subsidiary undertaking to disclose the necessary additional information.

Group solvency and financial condition report: transitional deadlines

(a)26 weeks after the end of the financial year of the undertaking or holding company ending on or after 30 June 2016 but before 1 January 2017,

(b)24 weeks after the end of the financial year end of the undertaking or holding company ending on or after 1 January 2017 but before 1 January 2018,

(c)22 weeks after the end of the financial year of the undertaking or holding company ending on or after 1 January 2018 but before 1 January 2019, and

(d)20 weeks after the end of the financial year end of the undertaking or holding company ending on or after 1 January 2019 but before 1 January 2020.

Group structure

Persons running insurance holding companies and mixed financial holding companies to be fit and proper

• (2) For the purposes of paragraph (1), the insurance holding company or mixed financial holding company shall have regard to any code setting out standards of fitness and probity issued by the Bank under section 50 of the Act of 2010.

• (3) An insurance holding company or mixed financial holding company shall not appoint a person to a position by virtue of which the person will be concerned in the direction or management of the company unless it has previously notified the Bank of the proposal to make the appointment; and an appointment made in contravention of this paragraph is void.

• (4) The insurance holding company or mixed financial holding company shall notify the Bank immediately if—

• (a) any of the persons referred to in paragraph (1) cease to perform functions which the person had been previously appointed by the company to perform, or

• (b) any of the persons referred to in paragraph (1) have been replaced because they no longer comply with any standard of fitness and probity set out in a code issued by the Bank under section 50 of the Act of 2010.

• (5) An insurance holding company or mixed financial holding company that, without reasonable excuse, contravenes paragraph (3) commits an offence.

Qualifications, reputation and experience of persons running insurance holding companies and mixed financial holding companies

• (a) of all persons who effectively run the insurance holding company or mixed financial holding company, or

• (b) of such of those persons as are specified in the notice.

• (2) If it appears to the Bank that a person referred to in paragraph (1)—

• (a) does not have adequate professional qualifications, knowledge or experience to enable sound and prudent management, or

• (b) is not of good repute or integrity,

the Bank may, by notice in writing, direct the company to take such action (including the removal or dismissal of the person from the position) as is specified in the notice.

• (3) An insurance holding company or mixed financial holding company to which a direction under paragraph (2) has been given shall comply with the direction within the period specified in the notice.

• (4) The Bank may, by further notice in writing, vary or revoke a direction given under paragraph (2).

• (5) A direction given under paragraph (2), or a variation or revocation of such a direction, takes effect from the date of the notice giving it or, if a later date is specified in the notice, from that later date.

• (6) The Bank is not liable in damages for any loss of office arising directly or indirectly from a direction given under paragraph (2).

• (7) A direction given under paragraph (2), or a variation of such a direction, is an appealable decision for the purposes of Part VIIA of the Act of 1942.

• (8) An insurance holding company or mixed financial holding company that, without reasonable excuse, fails to comply with paragraph (3) commits an offence.

Enforcement measures

• (a) one or more of the insurance undertakings or reinsurance undertakings in a group do not comply with one or more of the requirements referred to in Regulations 221 to 247 and 261,

• (b) those requirements are met but the solvency of the group or of an insurance undertaking or reinsurance undertaking within the group may nevertheless be jeopardised, or

• (c) intra-group transactions or risk concentrations are a threat to the financial position of one or more insurance undertakings or reinsurance undertakings in the group,

the Bank shall, where it has authorised an insurance undertaking or reinsurance undertaking in the group or is the group supervisor with respect to a group headed by an insurance holding company or mixed financial holding company, exercise its powers under financial services legislation to rectify the position as soon as possible.

• (2) Where the Bank is group supervisor with respect to a group headed by an insurance holding company or mixed financial holding company and the head office of the insurance holding company or mixed financial holding company is in another Member State, the Bank shall inform the supervisory authority of that Member State of the Bank’s findings with a view to enabling that supervisory authority to take the necessary measures.

• (3) Where the Bank is group supervisor and the head office of an insurance undertaking or reinsurance undertaking in the group is in another Member State, the Bank shall inform the supervisory authority of that Member State of its findings with a view to enabling that supervisory authority to take the necessary measures.

• (4) The Bank shall, where appropriate, co-ordinate enforcement measures with the other supervisory authorities concerned.

• (5) The Bank shall, in accordance with Article 258(2) of the Directive, co-operate closely with other supervisory authorities concerned to ensure that sanctions or measures in respect of insurance holding companies and mixed financial holding companies are effective.

Chapter 4 Third countries

Parent undertakings outside EU: verification of equivalence

• (2) Where no delegated act as referred to in Article 260(3) or (5) of the Directive has been adopted, the verification shall be carried out by the Bank (as “acting group supervisor”) if the criteria set out in Regulation 248(2) and (3) apply, at the request of the parent undertaking or of any of the insurance undertakings and reinsurance undertakings authorised in a Member State or on its own initiative.

• (3) In so doing, the Bank as acting group supervisor shall, assisted by EIOPA, consult the other supervisory authorities concerned, before taking a decision on equivalence.

• (4) The Bank shall take its decision in accordance with the criteria adopted in accordance with Article 260(2) of the Directive.

• (5) The Bank as acting group supervisor shall not take any decision in relation to a third country that is in opposition to any previous decision taken in respect of that third country, except where it is necessary to take into account significant changes to the supervisory regime laid down in these Regulations or to the supervisory regime in the third country.

• (6) Where the Bank is not the acting group supervisor and disagrees with a decision taken in accordance with Article 260(1) of the Directive, it may, within 3 months after notification of the decision by the acting group supervisor, refer the matter to EIOPA and request its assistance in accordance with Article 19 of Regulation (EU) No 1094/2010.

• (7) Where following the procedure referred to in Article 260(3) or (5) of the Directive the Commission does not adopt a delegated act, Regulation 266 shall apply.

• (8) Where a delegated act determining that the prudential regime of a third country is temporarily equivalent is adopted in accordance with Article 260(5) of the Directive, Regulation 265 shall apply unless there is an insurance undertaking or reinsurance undertaking which has its head office in a Member State which has a balance sheet total that exceeds the balance sheet total of the parent undertaking situated outside the European Union.

• (9) In that case, the task of the group supervisor shall be exercised by the acting group supervisor.

Parent undertakings outside EU: equivalence

• (2) Regulations 248 to 263 shall apply to the co-operation with third-country supervisory authorities subject to any necessary modifications.

Parent undertakings outside EU: absence of equivalence

• (a) Regulations 221 to 238 and 245 to 263 subject to any necessary modifications;

• (b) one of the methods set out in paragraph (4).

• (2) The general principles and methods set out in Regulations 221 to 263 shall apply at the level of the insurance holding company, mixed financial holding company, third-country insurance undertaking or third-country reinsurance undertaking.

• (3) For the sole purpose of the group solvency calculation, the parent undertaking shall be treated as if it were an insurance undertaking or reinsurance undertaking subject to the same conditions as laid down in Regulations 102 to 112 as regards the own funds eligible for the Solvency Capital Requirement and to either of the following:

• (a) a Solvency Capital Requirement determined in accordance with the principles of Regulation 229 where it is an insurance holding company or mixed financial holding company;

• (b) a Solvency Capital Requirement determined in accordance with the principles of Regulation 230, where it is a third-country insurance undertaking or a third-country reinsurance undertaking.

• (4) The Bank may apply other methods which ensure appropriate supervision of the insurance undertakings and reinsurance undertakings in a group.

• (5) Those methods shall be agreed after consultation with the other supervisory authorities concerned.

• (6) The Bank may in particular require the establishment of an insurance holding company which has its head office in a Member State or a mixed financial holding company which has its head office in a Member State and apply this Part to the insurance undertakings and reinsurance undertakings in the group headed by that insurance holding company or mixed financial holding company.

• (7) The methods chosen shall allow the objectives of the group supervision as defined in this Part to be achieved and shall be notified to the other supervisory authorities concerned and the Commission.

Parent undertakings outside EU: levels

• (2) But the Bank may decide, in the absence of equivalent supervision referred to in Regulation 264, to carry out a new verification at a lower level where a parent undertaking of insurance undertakings or reinsurance undertakings exists, whether at the level of a third-country insurance holding company, a third-country mixed financial holding company, a third-country insurance undertaking or a third-country reinsurance undertaking.

• (3) In such a case, the Bank, as the acting group supervisor, shall explain its decision to the group.

• (4) Regulation 266 shall apply subject to any necessary modifications.

Chapter 5 Mixed-activity insurance holding companies

Intra-group transactions

• (2) Regulations 246, 250 to 257 and 263 shall apply subject to any necessary modifications.

Part 18 REORGANISATION AND WINDING-UP OF INSURANCE UNDERTAKINGS

Chapter 1 Scope and definitions

Scope of Part

• (a) insurance undertakings;

• (b) branches situated in a Member State of third-country insurance undertakings.

Definitions

“administrator” means—

• (a) an administrator in relation to an insurance undertaking appointed under section 2 of the Insurance (No. 2) Act 1983 (No. 29 of 1983),

• (b) an examiner in relation to an insurance undertaking appointed under Part 10 of the Act of 2014, or

• (c) any person appointed in relation to an insurance undertaking authorised in a Member State other than the State by the competent authorities of that State for the purpose of administering reorganisation measures;

“branch”, in relation to an insurance undertaking, means a permanent presence of the insurance undertaking in the territory of a Member State other than the home Member State which pursues insurance activities;

“competent authority” means—

• (a) in the State, the Court, and

• (b) in a Member State other than the State, the administrative or judicial authority which is competent for the purposes of reorganisation measures or winding-up proceedings;