The information on this page is aimed at entities wishing to undertake the regulated activity of Insurance Risk Transformation (as defined in Regulation 13A of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (SI 2001/544)) in the United Kingdom. These entities are known as Insurance special purpose vehicles (ISPVs). ISPVs require authorisation from the PRA and the Financial Conduct Authority (FCA).
The legal and regulatory requirements which govern the establishment and operation of ISPVs are set out in a number of underlying legal and regulatory source materials. ISPVs are subject to prudential requirements under the Solvency II Directive and there are a number of relevant documents published by the PRA, the FCA and HM Treasury. None of the information on this page adds to or replaces the underlying legal or regulatory requirements.
Note: Solvency II also contemplates the concept of multi-arrangement ISPVs (MISPVs) – vehicles that take on more than one contract for risk transfer from one or more cedants. All references made to ‘ISPVs’ are equally applicable to MISPVs, unless otherwise specified.
Key regulatory documents
The key regulatory documents to which a potential applicant should refer are:
- PRA Policy Statement (PS) 26/17 – ‘Authorisation and supervision of insurance special purpose vehicles’ – this includes the our response to the November 2016 consultation on the same subject, the final guidance in the form of a supervisory statement, the new PRA Rulebook instrument, ISPV application forms and MISPV notification forms
- FCA Policy Statement 17/24 – ‘Handbook changes to reflect the new regulatory framework for Insurance-Linked Securities – Feedback to CP16/34 and CP17/3 and near-final rules’ – this includes the FCA’s response to its two consultations on the same subject.
Applying for authorisation in the United Kingdom as an ISPV
On Wednesday 1 November we published SS8/17 'Authorisation and supervision of insurance special purpose vehicles' setting out our approach to the authorisation and supervision of ISPVs (see below, and under 'Further information').
1. Pre-application engagement
The PRA and FCA (‘the regulators’) encourage prospective ISPV applicants to discuss potential proposals with the regulators prior to application. This pre-application engagement will give applicants the opportunity to:
- receive early feedback from the regulators regarding their plans and highlight any potential concerns
- discuss matters such as the scope and structure of the intended ISPV, the type and effectiveness of the risk transfer, the shareholder structure of the vehicle, the proposed investment strategy, and how the requirement to be fully funded is met
- inform regulators when they should expect to receive an application
- share details of individuals identified for controlled functions – the Senior Insurance Managers Regime (SIMR) for the PRA, and the Approved Persons Regime for the FCA
Pre-application engagement is not a statutory requirement but aims to be a useful exercise for prospective ISPV applicants. An application can be sent at any time and we will use our statutory powers to reach a decision.
To initiate a pre-application discussion, contact ISPVMailbox@bankofengland.co.uk.
2. Submitting an application
Applicants should submit their authorisation application using the required forms. These forms and accompanying guidance can be found below in the ‘Further information’ section. An application should include the following:
- ISPV application form – for all applicants seeking to be authorised as an ISPV
- PCC application form for registration – required for applicants wishing to be authorised as an MISPV (this should accompany the ISPV application form)
- SIMR application form – required for each of the individuals nominated for a SIMF role at the ISPV
- Form M application form – required for each individual deemed to be 'effectively running' the ISPV but who is not a SIMF holder
- FCA Controlled Function application form – required for each individual deemed to be carrying out a FCA controlled function
Note: In the UK, an MISPV must be incorporated as a Protected Cell Company (PCC) pursuant to Rule 4.2 of the Insurance Special Purpose Vehicles Part of the PRA Rulebook.
When submitting the forms, the applicant will need to send two hard copies and two in electronic format (via memory stick, DVD, or other method) to the postal address below, and another to the following email ISPVMailbox@bankofengland.co.uk. We will then send on the relevant information to the FCA.
Applicants will need to include a cheque made payable to the FCA for the relevant application fee as set out in the instructions at the front of the application form. The application fee is not refundable.
Prudential Regulation Authority
London EC2R 6DA
3. Completeness check
To be considered complete, an application must include all of the required forms and all of the information requested therein (please see the 'Further information' section). The information provided must be fully and correctly referenced and of sufficient quality and detail to allow the regulators to make a decision. If applicable, applicants should also address any concerns highlighted during the pre-application stage. We will notify the applicant as soon as possible after receiving the application if the submission is incomplete. Incomplete submissions will delay the final decision on approval.
Consistent with the Implementing Regulation, the PRA and FCA will make a decision on all applications within six months of receiving a complete application. We will lead in assessing the application, but will require the consent of the FCA before granting authorisation. We consider that where applications represent a relatively straightforward proposal, and are supported by good quality documentation this should allow a determination to be reached within 6-8 weeks. In addition, where effective pre-application engagement has taken place 6-8 weeks is more likely to be feasible. We will process applications as quickly as possible and approval may be possible more quickly in some circumstances. For applications that are complex or novel, applicants should recognise the need for additional review time. We may revisit these estimated timelines in the future.
Solvency II and Part 4A of FSMA set out the requirements for the authorisation of ISPVs, including the Threshold Conditions that must be met at authorisation and on an ongoing basis. It is important that applicants are available for ongoing dialogue during the application process. Delayed communication will increase the time needed to assess an application.
We will inform the applicant of our decision to authorise. If we and/or the FCA propose to refuse authorisation, we will inform the applicant of the procedure and options available to challenge the decision.
The RTR requires us to use our power under s55F FSMA to limit the scope of the regulated activities which the ISPV may carry on, determined by reference to some or all of the activities described with the application for Part 4A permission. This limitation is referred to as the Scope of Permission (SOP) and the ISPV’s future activities must be in accordance with this.
MISPV/PCC notification requirements
MISPV New Risk Assumption Notification Form
Regulation 60 of the RTR requires PCCs to notify us upon assuming a new risk within five working days of the assumption of risk. Rule 4.3 of the Insurance Special Purpose Vehicles Part of the PRA Rulebook requires the PCC to use the MISPV New Risk Assumption Notification Form, provided in the ‘Further information’ section below, to notify us when it assumes a new risk. This form can be sent via email, as outlined in the instructions given at the front of the form.
Group of Cells Notification Form
Regulations 69 and 70 of the RTR require PCCs to notify us when it creates, amends or cancels arrangements between cells within five working days of the creation, amendment or cancellation (as applicable) (ie creates, amends or cancels a group cells). Rule 4.4 of the Insurance Special Purpose Vehicles Part of the PRA Rulebook requires the PCC to use the Group of Cells Notification Form, provided in the ‘Further information’ section below, to notify us when it enters into, amends or cancels an inter-cell arrangement within a group of cells. This form can be sent via email, as outlined in the instructions given at the front of the form.
PCC FCA Notification Form
The RTR requires PCCs to make various notifications to the FCA, using the relevant form in the ‘Further information' section below. The PCC FCA Notification form must be used to notify the FCA of:
- Notification of a new cell(s).
- Amendment of the instrument of incorporation.
- Notifications in relation to the intent to dissolve a cell and the subsequent dissolution of a cell.
- Any other notifications required by the RTR.
ISPVs will be subject to ongoing supervision by the regulators and will need to comply with the relevant Threshold Conditions and Solvency II requirements on an ongoing basis. The ongoing assessment will be proportionate and risk-based, in line with the risks that the ISPV poses to the regulators’ objectives.
An ISPV must immediately inform the regulators (by emailing ISPVMailbox@bankofengland.co.uk) in the event of any changes that could affect its compliance with any applicable requirements as required by Article 325(5) of the Commission Delegated Regulation (EU) 2015/35.
An ISPV will need to apply for a variation of permission (VOP) before carrying out any proposed activity that falls outside of its SOP, and this VOP will need to be approved and the SOP updated before the ISPV can make use of this new activity. We may exercise our powers to vary or cancel an ISPV’s permission once granted if the ISPV acts outside of its SOP.
ISPV reporting should be submitted via the 'Bank of England Electronic Data Submission' (BEEDS) portal.
The deadlines for submission of annual reporting are as follows:
- no later than 16 weeks after the ISPV’s financial year-end for the financial year ending on or after 1 January 2018, but before 1 January 2019
- no later than 14 weeks after the ISPV’s financial year-end for financial years ending on or after 1 January 2019
The regulators may also request additional information from ISPVs from time to time as necessary for supervision.