Powers of Authority to issue directions
41. —(1) Where the Authority is satisfied that the affairs of any insurer or insurance intermediary are being conducted in a manner likely to be detrimental to the public interest or the interests of the policy owners or prejudicial to the interests of the insurer or insurance intermediary, the Authority may issue such directions to the insurer or insurance intermediary as it may consider necessary and, in particular, may require the insurer or insurance intermediary, as the case may be —
(a) to take such action or recruit such management personnel as may be necessary to enable it to conduct its business in accordance with sound insurance principles;
(b) to remove any of its directors or any person whom the Authority considers unfit to be associated with it;
(c) to take action as to the disposition or recovery of its assets;
(d) to take any available steps for the recovery by the insurer or insurance intermediary, as the case may be, of sums appearing to the Authority to have been illegally or improperly paid;
(e) to stop renewing or issuing further policies of the class of business to which the direction relates;
(f) to make such arrangements with respect to reinsurance as the Authority so specifies; or
(g) to take action to make good any default under section 16, 17, 18, 19, 20, 35ZC or 35ZD.
[22/73;11/86;41/2001]
(2) The Authority may, upon representation being made to it, or on its own motion, modify or cancel any direction issued under subsection (1) and, in so doing, may impose such conditions as it may think fit.
[22/73;11/86]
(3) Any insurer or insurance intermediary which fails to comply with any direction made under subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day during which the offence continues after conviction.
[22/73; 11/86; 41/2001]
Winding up
General provisions as to winding up
42. —(1) The persons who may apply under the Companies Act (Cap. 50) for the winding up of the affairs of an insurer or insurance broker registered under this Act, or for the continuance of the winding up of the affairs of such an insurer or insurance broker subject to the supervision of the court, shall include the Authority.
[11/86;41/2001]
(2) The Authority may, in accordance with the provisions of the Companies Act, apply for the winding up of an insurer or insurance broker registered under this Act if the insurer or insurance broker has contravened or failed to comply with any of the provisions of this Act.
[11/86;41/2001]
(3) The Authority shall be a party to any proceedings under the Companies Act relating to the winding up of the affairs of an insurer or insurance broker registered under this Act, and the liquidator in such a winding up shall give the Authority such information as it may from time to time require about the affairs of the insurer or insurance broker, as the case may be.
[41/2001]
(4) For the purposes of any proceedings under the Companies Act for the winding up of the affairs of such an insurer by the court, the contingent and prospective liabilities of the insurer in respect of policies shall, in determining whether it is unable to pay its debts, be estimated in accordance with such rules as may be prescribed.
[11/86]
(5) Evidence that an insurer was insolvent at the close of the last accounting period for which statements of account have been lodged with the Authority under section 36 shall be evidence that the insurer continues to be unable to pay its debts.
[11/86]
(6) If the Authority submits to the Rules Committee, established under any written law relating to the courts, proposals for making special provision under section 410 of the Companies Act (Cap. 50) in relation to insurers registered under this Act or any description of such insurers, the Committee may by rules made under that section give effect to the proposals, either as submitted or subject to such modifications as the Committee may think fit.
[11/86]
(7) Proposals under subsection (6), and rules made by virtue thereof, may provide for modifying or excluding, in relation to insurers so registered, provisions of Part X of the Companies Act requiring the holding of meetings or otherwise relating to the procedure in a winding up.
(8) In the winding up of the affairs of a registered insurer, section 327 (2) of the Companies Act (which applies bankruptcy rules in the winding up of insolvent companies), shall not apply to the valuation of liabilities in respect of policies; but in any such winding up, whether the insurer is insolvent or not, those liabilities shall be estimated in accordance with any prescribed rules and, as regards matters not fixed by the rules, on a basis approved by the court.
(9) In a members’ voluntary winding up, the basis to be adopted as regards matters not fixed by the rules may be approved by the Authority instead of by the court.
[11/86]
(10) References in this section to a registered insurer shall extend also to a Singapore insurer which has ceased to be so registered but remains under any liability in respect of Singapore policies or offshore policies.
[11/86]
Special provision for insurers directed to cease insurance business
43. —(1) Where the Authority gives an insurer a direction under section 41 (1) (e) by reason of the insolvency of the fund maintained by the insurer under this Act for either class of insurance business, the affairs of the insurer may be wound up by the court under the Companies Act (Cap. 50) as if it had suspended its business for a whole year or, in the case of a winding up under Division 5 of Part X of that Act, as if it had ceased to carry on business.
[22/73;11/86]
(2) Where the Authority gives an insurer a direction under section 41 (1) (e) but, on an application for the affairs of the insurer to be wound up by the court, the court is satisfied that the insurer will be able to pay its debts in full within 12 months or such longer period as the court thinks reasonable, the court may (if it thinks fit) order the affairs of the insurer to be wound up only as regards the insurance fund maintained for the class of insurance business to which the direction relates.
[11/86]
(3) An order made under subsection (2) for a limited winding up shall be of the same effect as an order for the affairs of the insurer to be wound up generally, except in so far as this section otherwise provides.
(4) Where such an order is made, the powers of the liquidator shall be exercisable only for the purpose of applying the assets of the relevant insurance fund (including such part of the deposit as is allocated to the insurance fund by the Authority under section 17 (12)) in discharging the liabilities to which they are applicable, together with the costs, charges and expenses incurred in the winding up.
[11/86]
(5) The insurer shall, from time to time, as the court may direct, make such additions to those assets as are required to secure that they are sufficient for the purpose or shall, if the court so directs, discharge any of those liabilities out of other assets.
(6) In the winding up of the affairs of an insurer under such an order, the Companies Act (Cap. 50) shall have effect subject to the following modifications:
(a) section 250 (or, as the case may be, section 352) of that Act and other sections so far as they relate to contributories shall not apply;
(b) section 258 shall apply after, as it applies before, the making of the winding-up order, and section 262 (3) of that Act shall not apply; and
(c) sections 259, 260, 319, 329, 330 and 332 to 335 of that Act shall not apply.
(7) Where such an order is made, the court may, at any time, on the application of the liquidator or of any person who might apply for the affairs of the insurer to be wound up —
(a) substitute an order for the affairs of the insurer to be wound up generally; and
(b) give such directions as the court thinks fit as to matters in progress under the previous order, and, subject to any such directions, the winding up shall, for all purposes connected with the substituted order, be deemed to have commenced at the time of the application for that order.
Co-operative societies doing insurance business
44. —(1) Where a society registered under the Co-operative Societies Act (Cap. 62) is a registered insurer, no proceedings for the dissolution or winding up of the society shall be taken under sections 83 to 89 of that Act except with the consent of the Authority and in accordance with such conditions, if any, as it sees fit to attach to that consent.
[11/86]
(2) Notwithstanding section 101 of the Co-operative Societies Act, any such society which is a registered insurer shall be deemed to be an unregistered company within the meaning of Division 5 of Part X of the Companies Act and may be wound up by the court accordingly under that Act.
(3) In any such winding up —
(a) the provisions of the Companies Act shall apply with the substitution for references to the Registrar of Companies and the register under that Act of references to the Registrar and register under the Co-operative Societies Act; and
(b) section 89 (3), (4) and (5) of the Co-operative Societies Act (which govern the disposal of any surplus), shall apply, subject to any necessary modifications, as they apply where a society is wound up under that Act.
(4) Where a society has ceased to be a registered insurer, but remains under any liability in respect of Singapore policies or offshore policies, this section shall apply as if the society were an insurer so registered.
[11/86]
Priority of claim of policy owners
45. Where a registered insurer becomes insolvent or is unable to meet its obligations, the assets of the insurer shall, subject to section 17 (11), be available to meet its liabilities to all policy owners of Singapore policies and offshore policies and these liabilities shall have priority over all unsecured liabilities of the insurer other than preferential debts specified under section 328 (1) of the Companies Act (Cap. 50).
[11/86;30/99]
Policy Owners’ Protection Fund
46. —(1) The Authority shall establish and maintain in accordance with this section and regulations prescribed, a Policy Owners’ Protection Fund (referred to in this section as the Fund) for the purposes of indemnifying in whole or in part, or otherwise assisting or protecting, policy owners and others who have been or may be prejudiced in consequence of the inability of registered insurers to meet their liabilities under life policies and compulsory insurance policies issued by them.
[11/86]
(2) Subject to such exceptions or restrictions as may be prescribed, the Authority shall —
(a) secure that a sum equal to —
(i) the full amount of any liability of a registered insurer in liquidation in respect of a sum payable to any person entitled to the benefit under the terms of any compulsory insurance policy, being a liability arising in respect of a liability of the policy owner which is a liability subject to compulsory insurance; and
(ii) 90% of the amount of any liability of a registered insurer in liquidation towards a policy owner under the terms of any life policy which was a Singapore policy or an offshore policy and not being a contract of reinsurance, is paid to the person or policy owner as soon as reasonably practicable after the beginning of the liquidation; and
(b) make arrangements so far as reasonably practicable for securing continuity of insurance for every policy owner of a registered insurer in liquidation or in financial difficulties who is a policy owner in respect of a life policy which was a Singapore policy or an offshore policy and not being a contract of reinsurance, and for this purpose the Authority may take measures to secure or facilitate the transfer of the life business of the insurer, or part of that business, to another registered insurer or to secure the issue by another registered insurer to the policy owners of life policies in substitution of their existing policies.
[11/86]
(3) For the purposes of financing the expenditure of the Fund, the Authority may from time to time by regulations impose a levy on registered insurers carrying on —
(a) general business in Singapore (referred to in this section as a general business levy); and
(b) life business in Singapore (referred to in this section as a life business levy).
[11/86]
(4) The proceeds of general business levies and life business levies shall be paid into the Fund.
[11/86]
(5) The amounts required to be paid by any registered insurer under general business levies or life business levies imposed under subsection (3) in any financial year shall not exceed one per cent of any income of the insurer for the year ending last before the beginning of that financial year which income is liable to the general business levy or the life business levy, as the case may be.
[11/86]
(6) The amount each registered insurer may be required to pay under general business levies imposed in any financial year shall be calculated by reference to the gross premium income of Singapore policies of the insurer for the year ending last before the beginning of that financial year in respect of general business carried on in Singapore other than reinsurance business; and any such income is hereinafter in this section referred to, in relation to any registered insurer, as income of the insurer for the year in question which is income liable to the general business levy.
[11/86]
(7) The amount each registered insurer may be required to pay under life business levies imposed in any financial year shall be calculated by reference to the gross premium income of the insurer for the year ending last before the beginning of that financial year in respect of life business carried on in Singapore other than reinsurance business; and any such income is hereinafter in this section referred to, in relation to any registered insurer, as income of the insurer for the year in question which is income liable to the life business levy.
[11/86]
(8) In subsections (6) and (7), the gross premium income of a registered insurer for any year in respect of any class of insurance business carried on in Singapore other than reinsurance business means the gross amounts after deducting any return of premiums recorded in the accounts of the insurer during that year as paid or due to the insurer by way of premiums under that class.
[11/86]
(9) Subject to subsection (10) —
(a) the proceeds of general business levies may be applied only on expenditure incurred by the Authority under subsection (2) (a) (i); and
(b) the proceeds of life business levies may be applied only on expenditure incurred by the Authority under subsection (2) (a) (ii) and (b).
[11/86]
(10) The Authority may deduct any expenditure incurred by it in performing its functions under this section from the Fund.
[11/86]
(11) Where it appears to the Authority that any circumstances have occurred in relation to a registered insurer incorporated outside Singapore which are the equivalent of a registered insurer in liquidation or in financial difficulties under the law relating to companies in force in the country in which it is incorporated, the Authority may treat that insurer as a registered insurer in liquidation or in financial difficulties for the purposes of this section, and this section shall apply to that insurer subject to such modifications as appear to the Authority to be necessary.
[11/86]
(12) Without prejudice to the generality of section 64, regulations made under this Act may provide —
(a) for the imposition, distribution and enforcement of general business levies and life business levies and other matters in connection with or in relation to those levies; and
(b) for the investment of such part of the Fund as appears to the Authority to be surplus to its requirements for the time being.
[11/86]
(13) For the purposes of this section —
(a) "compulsory insurance policy" means any policy or security which satisfies the requirements of the Motor Vehicles (Third-Party Risks and Compensation) Act (Cap. 189) or the Workmen’s Compensation Act (Cap. 354);
(b) references to a registered insurer in liquidation are references to an insurer in whose case —
(i) a resolution has been passed after 1st January 1987 in accordance with the provisions of the Companies Act (Cap. 50) for the voluntary winding up of the insurer, otherwise than merely for the purpose of reconstruction of the insurer or of amalgamation with another insurer;
(ii) without any such resolution having being passed beforehand, an order has been made after that date for the winding up of the insurer by the High Court under the Companies Act on an application made after that date; or
(iii) an order has been made after that date for the winding up of the insurer by the Registrar of Co-operative Societies under section 83 of the Co-operative Societies Act (Cap. 62);
(c) references, in relation to a registered insurer in liquidation, to the beginning of the liquidation, are references to the passing of any such resolution or the making of any such order referred to in paragraph (b), as the case may be; and
(d) a registered insurer, not being an insurer in liquidation, is an insurer in financial difficulties if —
(i) a provisional liquidator has been appointed in respect of the insurer under section 267 of the Companies Act;
(ii) it has been proved, in any proceedings on an application for the winding up of the insurer under the Companies Act (Cap. 50), to be unable to pay its debts; or
(iii) an application has been made to the High Court under section 210 of the Companies Act for the sanction of a compromise or arrangement proposed between the insurer and its creditors or any class of them (whether or not any of its members are also parties thereto) and the terms of the compromise or arrangement provide for reducing the liabilities or the benefits provided for under the insurer’s life policies, and the application referred to in sub-paragraph (ii) or (iii) is made after that date.
[11/86]
Transfers of business
Schemes for transfer of business
47. —(1) The whole or part of the insurance business of a registered insurer may be transferred to another insurer registered in respect of the class or classes of business to be transferred, if the transfer is effected by a scheme under this section, but shall not be transferred except by such a scheme.
[11/86]
(2) Subsection (1) shall not apply to the transfer of the whole or part of any insurance business of —
(a) a company incorporated or established outside Singapore, except in so far as it relates to Singapore policies or offshore policies; or
(b) a registered reinsurer to another registered reinsurer carrying on the same class of insurance business.
(2A) For the avoidance of doubt, subsection (2) (b) shall not affect, in relation to the transfer of the whole or any part of any insurance business of a registered direct insurer under subsection (1), the reinsurance of liabilities under such transferred insurance business.
(2B) Notwithstanding subsection (2) (b), the Authority may, by notice in writing, issue such directions to the first-mentioned registered reinsurer in that subsection as it may consider necessary with respect to the manner and form of the transfer of the whole or part of the insurance business of that registered reinsurer.
(3) No scheme shall transfer any insurance business of a society registered under the Co-operative Societies Act (Cap. 62) except to another society so registered, nor transfer to such a society any business except that of another.
[11/86]
(4) Any registered insurer, not being a company incorporated or established outside Singapore, shall by virtue of this section have power to make such a transfer by a scheme under this section, and the directors shall have authority on behalf of the insurer to arrange for and do all things necessary to give effect to such a transfer.
(5) Subsection (4) shall apply notwithstanding the absence of the power or authority mentioned in that subsection under the constitution of the insurer or any limitation imposed by its constitution on its powers or on the authority of its directors.
(6) A scheme under this section may provide for the business in question to be transferred to a body not registered as an insurer under this Act in respect of the relevant class of business (including a body not yet in existence), if the scheme is so framed as to operate only in the event of the body becoming so registered.
(7) A scheme under this section for the transfer of any insurance business may extend to the transfer with it of any other business, not being insurance business, where the other business is carried on by the insurer as ancillary only to the insurance business transferred.
(8) A scheme under this section may include provision for matters incidental to the transfer thereby effected, and provision for giving effect to that transfer and, in particular —
(a) for any property, rights or liabilities of the transferor (including assets comprised in a deposit under this Act or in an insurance fund) to vest, by virtue of the scheme and without further or other assurance, in the transferee; and
(b) for the registration by the transferee of policies transferred, for the amounts to be included in respect of those policies in the transferee’s insurance fund and for other matters arising under this Act out of the transfer.
(9) A scheme under this section shall be of no effect unless confirmed by the High Court, but may be prepared and submitted for confirmation to the High Court by any of the insurers concerned.
(10) If so confirmed, the scheme shall have effect according to its tenor notwithstanding anything in the preceding sections of this Act and be binding on any person thereby affected.
Confirmation of schemes
48. —(1) Before an application is made to the High Court for confirmation of a scheme under section 47 —
(a) a copy of the scheme shall be lodged with the Authority together with copies of the actuarial and other reports, if any, upon which the scheme is founded;
(b) not earlier than one month after the copy is so lodged, notice of the intention to make the application (containing such particulars as are prescribed) shall be published in the Gazette and in not less than 2 newspapers approved by the Authority; and
(c) for a period of 15 days after the publication of the notice a copy of the scheme shall be kept at each office in Singapore of every insurer concerned, and shall be opened to inspection by all members and policy owners of such an insurer who are affected by the scheme.
[11/86]
(2) The Authority may cause a report on the scheme to be made by an actuary independent of the parties to the scheme and, if it does so, shall cause a copy of the report to be sent to each of the insurers concerned.
[11/86;32/93]
(3) Copies of the scheme and any such report as is mentioned in subsection (1) ( a) or (2), or summaries approved by the Authority of the scheme and any such report, shall, except in so far as the High Court upon application made in that behalf otherwise directs, be transmitted by the insurers concerned, at least 15 days before application is made for confirmation of the scheme, to every policy owner affected by the scheme.
[11/86]
(4) An application to the High Court with respect to any matter connected with the scheme may, at any time before confirmation by the Court, be made by the Authority or by any person who, in the opinion of the Court, is likely to be affected by the scheme.
[11/86]
(5) The High Court may confirm the scheme without modification or subject to modifications agreed to by the insurers concerned, or may refuse to confirm the scheme.
(6) The insurers concerned shall be jointly and severally liable to reimburse to the Authority any expenses incurred by the Authority under this section in connection with any scheme or proposed scheme (subject to any order of the High Court as to costs).
[11/86]
(7) The scheme or proposed scheme referred to in subsection (6) shall include provision as to how that liability is, as between the insurers, to be borne.
Documents to be filed when scheme confirmed
49. —(1) Where, by a scheme under section 47, the insurance business of an insurer is transferred to another, the transferee shall, within one month after the scheme takes effect, lodge with the Authority —
(a) statements of the assets and liabilities of each insurer concerned as at the time immediately before the transfer, signed on behalf of the insurer and, in the case of the transferor, indicating whether the transfer is of the whole of the transferor’s business and, if not, the extent to which the transferor’s assets and liabilities relate to the business transferred;
(b) a copy of the scheme as confirmed by the High Court, and a certified copy of the order of the Court confirming the scheme;
(c) copies of any actuarial or other reports upon which the scheme was founded (being reports made since a copy of the scheme was lodged under section 48 (1));
(d) a statement from an auditor of the transferee who satisfies the conditions mentioned in section 36 (6) (a) and (b) certifying that the assets and liabilities of the transferor relating to the business transferred have been assumed and accounted for in the books of the transferee; and
(e) a statutory declaration made by the chairman of directors of the transferee, or by its principal officer in Singapore, fully setting forth every payment made or to be made to any person on account of the transfer, and stating that, to the best of his belief, no other payment beyond those so set forth has been, or is to be, made on account thereof by or with the knowledge of any insurer concerned; and in this paragraph, references to the making of a payment include references to the transfer of property or rights of any description.
[11/86;32/93]
(2) On the confirmation of a scheme under section 47, each of the insurers concerned shall (unless it is an unincorporated company) file a copy of the scheme with the Registrar of Companies or, in the case of societies registered under the Co-operative Societies Act (Cap. 62), with the Registrar of Co-operative Societies.
来源：驻新加坡经商参赞处
责编：王萱 |
