Suitability of shareholders and members
- Solvency II Law: Articles 23, 39 (shareholders or members) and 64 to 73 (change in the capital structure)
- Delegated Regulation 2015/35:
- Underlying thematic NBB Circulars: Communication NBB_2017_22 and Circular NBB_2017_23 of 22 September 2017
- EIOPA Guidelines: the Joint Guidelines of the ESAs on the prudential assessment of acquisitions and increases of qualifying holdings in financial sector entities, which were published on 5 May 2017, apply and are annexed to the aforementioned Communication NBB_2017_22.
Shareholders who have a qualifying holding in an insurance company (hereinafter referred to as ‘significant shareholders’) must be suitable to ensure sound and prudent management of the insurance company and to ensure development focused on its continuity.
 This chapter refers to shareholders, but it should be noted that, since the entry into force of the CAC, insurance companies (except those incorporated as cooperative companies) may be established by a physical or legal person.
12.1. Prudential expectations for significant shareholders with a qualifying holding
From a prudential point of view, it is of great importance that shareholders with a qualifying holding present specific qualities that guarantee that they will use their influence to promote sound and prudent management of the insurance company as well as development focused on its continuity. They must also take into account the prudential expectations regarding sound governance that the insurance company must comply with.
This prudential requirement is not only a prerequisite for obtaining authorisation but is also upheld in the subsequent phases. It can in particular be found in the form of the prudential assessment that must be made of the qualities of the natural and legal persons which have decided to acquire a qualifying holding in the capital of the insurance company or considerably increase their participating interest.
Shareholders with a qualifying holding, as well as insurance companies as soon as they have knowledge thereof, shall inform the Bank of any changes (increases or decreases exceeding certain thresholds, see Articles 64 to 73 of the Solvency II Law) in the capital structure of the insurance company.
Insurance companies must provide to the Bank all relevant information they possess on their shareholders with a qualifying holding and that could influence the prudential assessment of these shareholders. The same obligation applies to the shareholders concerned.
12.2. Suitability test
The criteria used for the prudential assessment, both for the application for authorisation and thereafter, are explained in more detail in the Joint Guidelines of the European Supervisory Authorities (EBA, EIOPA, and ESMA) on the prudential assessment of acquisitions and increases of qualifying holdings in financial sector entities, which were published on 5 May 2017. Potential and existing shareholders must read this document in conjunction with Communication NBB_2017_22; insurance companies must read it in conjunction with Circular NBB_2017_23
12.3. Family and member charter
Insurance companies with a family shareholding or a shareholder structure comprising a closed number of partners would be well advised to draw up a charter governing the relationships between the family and/or partners and the company, as regards sound governance, entrepreneurial vision, financial objectives, management follow-up, careers, and remuneration.