Exposition Document Amalgamation of Sisonke Health Medical Scheme (registration no 1568) and Lonmin Medical Scheme (registration no 1599) ...
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Exposition Document Amalgamation of Sisonke Health Medical Scheme (registration no 1568) and Lonmin Medical Scheme (registration no 1599) 12th May 2021
Table of Contents 1 Introduction .........................................................................................................................................................................4 1.1 Amalgamation rationale ..........................................................................................................................................4 1.2 Actuarial analyses .....................................................................................................................................................4 2 Scheme information ........................................................................................................................................................5 2.1 SHMS background and history............................................................................................................................5 2.2 LMS background and history ...............................................................................................................................5 2.3 Scheme details ...........................................................................................................................................................6 2.4 Scheme relationships ..............................................................................................................................................7 2.5 Third party providers ................................................................................................................................................7 2.6 Reserves of the scheme ........................................................................................................................................7 2.7 Membership profile per option .............................................................................................................................8 2.7.1 Demographic profile of SHMS ........................................................................................................................................ 8 2.7.2 Demographic profile of LMS..........................................................................................................................................10 3 Amalgamated Scheme ................................................................................................................................................ 11 3.1 Operational information ....................................................................................................................................... 11 3.2 Demographic information .................................................................................................................................... 12 3.3 Scheme Rules ......................................................................................................................................................... 12 3.4 Default options ........................................................................................................................................................ 12 3.5 Solvency ratio impacts ......................................................................................................................................... 13 4 SWOT analysis ............................................................................................................................................................... 14 4.1 Strengths.................................................................................................................................................................... 14 4.2 Weaknesses ............................................................................................................................................................. 14 4.3 Opportunities ............................................................................................................................................................ 14 4.4 Threats........................................................................................................................................................................ 15 5 Contribution and benefits ........................................................................................................................................... 16 5.1 Contribution comparison ..................................................................................................................................... 16 5.2 Benefit comparison ................................................................................................................................................ 17 6 Communication .............................................................................................................................................................. 20 7 Governance ..................................................................................................................................................................... 21 8 Financial projections .................................................................................................................................................... 22
8.1 Combined 2021 financial projections of SHMS and LMS ..................................................................... 22 9 Results of voting ............................................................................................................................................................ 24 9.1 Voting results and independent review ......................................................................................................... 24 10 Appendix A ....................................................................................................................................................................... 25 Tables Table 1 Scheme information .................................................................................................................................................... 7 Table 2 Third party service providers ................................................................................................................................... 7 Table 3 2020 Year-end results of the reserves and resulting solvency ................................................................ 7 Table 4 Demographic profile of SHMS and LMS – January 2021 ........................................................................... 8 Table 5 Demographic profile of SHMS by option– January 2021 ............................................................................ 8 Table 6 Demographic profile of the Pride option by salary band – January 2021 ............................................ 9 Table 7 Demographic details of the Diversity option by salary band – January 2021 .................................... 9 Table 8 Demographic details of the Heritage option by– January 2021 ............................................................... 9 Table 9 Demographic profile for LMS by income band – January 2021 ............................................................. 10 Table 10 Board of Trustees .................................................................................................................................................... 11 Table 11 Operational Information of Amalgamated Scheme ................................................................................... 11 Table 12 Demographic information as at January 2021 ............................................................................................ 12 Table 13 Solvency as at 31 December 2020 .................................................................................................................. 13 Table 14 2021 Contributions for LMS and SHMS ........................................................................................................ 16 Table 15 Benefit comparison for Pride SHMS and LMS............................................................................................ 17 Table 16 Time frames for the amalgamation process ................................................................................................ 20 Table 17 Budgeted 2021 Financial projection ................................................................................................................ 22 Table 18 Current 2021 Financial projection .................................................................................................................... 23 Table 19 Voting results ............................................................................................................................................................ 24
Private and confidential 1 Introduction The aim of this exposition document is to describe the nature and features of an intended amalgamation between Sisonke Health Medical Scheme (“SHMS”) and Lonmin Medical Scheme (“LMS”) as required in terms of Section 63 of the Medical Schemes Act 131 of 1998. The proposed effective date of the amalgamation is 1 October 2021. The amalgamation is subject to regulatory approval in terms of the Medical Schemes Act. 1.1 Amalgamation rationale This amalgamation was prompted by the corporate transaction in which Sibanye-Stillwater acquired Lonmin Plc. Notwithstanding this, the amalgamation has only been approved after both Boards of Trustees separately and independently satisfied themselves that the amalgamation is in the best interest of both schemes’ members. The two schemes are suitable as partners for an amalgamation due to operating in the same industry. Both schemes are familiar with healthcare needs of members in the mining industry. Both schemes have a symbiotic relationship with the same employer. Each scheme would like to ensure that their membership base remains healthy such that claims expenditure is managed. Similarly, the employer has an incentive to ensure their employees’ health benefit arrangements are optimised and coordinated to ensure optimal productivity. In addition to the symbiotic relationship described above, the amalgamated scheme will have increased bargaining power due to the larger membership base. This bargaining power is not to be under- estimated, as both schemes have already utilised their geographic concentration of members as a bargaining tool. This has assisted each scheme in negotiating cost-effective contracts with specific service providers. The amalgamated scheme will have a stronger balance sheet as a result of aggregating the reserves of the two schemes. This can assist with managing the risk of high cost cases, since the combined reserves can be utilised to absorb such cases. The Pride option on SHMS has broadly similar benefits and contributions to the LMS benefits and contributions, thus there is a good option match if these two medical schemes amalgamate. 1.2 Actuarial analyses This exposition document derives its financial and actuarial considerations from a more detailed actuarial report prepared by Insight Actuaries and Consultants (Pty) Ltd and peer reviewed by the Technical and Actuarial Consulting Solutions (TACS) division of Alexander Forbes Health Ltd. Exposition document 4
Private and confidential 2 Scheme information A brief background to both schemes is provided below. 2.1 SHMS background and history SHMS experienced significant growth at the beginning of 2019, this was as a result of the main employer group on the scheme, Sibanye-Stillwater, having acquiring platinum mines in Rustenburg. SHMS was able to attract a significant number of new members to the scheme as a result of this corporate activity together with a market strategy adopted by SHMS which involved a change in contribution and benefit design to attract new members. SHMS’ financial position as at the end of 2019 is the result of an employer drive, sanctioned by SHMS’s Board of Trustees, to attract employees of businesses recently acquired by Sibanye-Stillwater. In particular, the scheme endeavoured to attract employees from Platinum Health after an acquisition of Anglo Platinum during 2018. A deliberate decision was made to use reserves to increase the scheme’s affordability, on a temporary basis, to provide affected employees a compelling reason to join SHMS. This process proved successful in that SHMS managed to attract the employees it intended to. However, SHMS is compelled to address its resultant loss-making position, and has embarked on a number of benefit changes and managed care initiatives to do so. The employer has also committed itself to ensuring that SHMS remains sustainable and has provided a grant towards SHMS’s reserves during 2020 the smooth the contribution increases. SHMS submitted a business plan to CMS on restoring the scheme’s solvency to the required level of 25% on 2 July 2020. In this business plan the Board of Trustees resolved that the lowest income bracket of the Heritage option must be eliminated in 2021 such that all members who choose to remain on Heritage will pay contributions at the rate of the higher income bracket. Subsequent to the business plan being submitted, the scheme investigated various ways to assist the scheme in improving its financial trajectory whilst creating a competitive benefit offering for members. The scheme resolved that creating a new benefit option, called Diversity, was the best solution to achieve these goals and assist the employer to provide cover to presently uncovered employees at a competitive contribution rate in the future. 2.2 LMS background and history The employer group of LMS is Lonmin Plc, which was purchased by Sibanye-Stillwater in May 2019. The scheme experienced a significant reduction in membership at the beginning of 2019. This is mostly due to members moving to another medical scheme. The scheme lost approximately 5 000 members at the beginning of January 2019, which is equivalent to 30% of the membership at the end of December 2018. In general, the members who left LMS at the start of 2019 have been healthier than the members who remained on the scheme. The loss in membership has contributed to a deterioration in the scheme’s claims experience. In addition, the scheme experienced a higher number of high cost hospital admissions in 2019 compared to 2018. Exposition document 5
Private and confidential Corrective actions subsequently implemented by LMS proved successful. The scheme’s solvency ratio as at 31 December 2018 was 24.7%. As at the end of 2019, the scheme’s reported solvency ratio was 31.4%, which is above the statutory minimum requirement. In January 2020, LMS gained 580 members, while the scheme lost a further 964 members during the year. As at 1 January 2021, 492 members joined the scheme, resulting in a total of 11 764 members and 15 288 beneficiaries currently registered with the scheme. Previously the capitation fees paid to Marikana Medical Services included some secondary and tertiary healthcare services. In particular, patients admitted to Andrew Saffy Memorial Hospital (ASMH) have been covered as part of the capitation arrangement. The hospital has been closed down with effect from the end January 2020. This means that from that point all hospital admissions are at private hospitals, where claims are paid on a fee-for-service basis. As a result of the above, the capitation fee payable by the Scheme has been adjusted for the reduction in services covered under the agreement. 2.3 Scheme details SHMS is a restricted scheme that was registered in 1997 (registration number 1568). The principal officer of the scheme is Dr Nontuthuzelo Thomas and the scheme is administered by Momentum Thebe Ya Bophelo (Pty) Ltd (“Momentum TYB”). The participating employer groups to the scheme are Sibanye-Stillwater and Gold Fields. SHMS is a restricted medical scheme with three benefit options, namely the Heritage, Diversity and Pride options. The Heritage option provides a range of comprehensive benefits, while the Pride option operates through a network of providers and the cover is mostly limited to primary healthcare benefits. The Diversity option was introduced in 2021, and provides benefit levels between those of the Heritage and Pride options, through a network of providers. Both, Diversity and Pride options have an income- rated contribution table, while the same contributions apply to all members of the Heritage option. LMS is a restricted scheme that was registered in 2006 under the registration number 1599. The current principal officer of the scheme is Ms Leani Stassen and the scheme is administrated by Discovery Health (Pty) Ltd (“Discovery”). There is only one benefit option, with an income-rated contribution table. A portion of the scheme’s claims is paid in the form of capitation fees to Marikana Medical Services which renders primary healthcare services to the scheme’s beneficiaries. The remainder of the claims are paid on a fee-for- service basis and have historically exhibited high volatility Exposition document 6
Private and confidential 2.4 Scheme relationships The SHMS and LMS board members do not have any financial interest in the administrators’ businesses or the business of any of the other third-party service providers. A summary of the relationships are shown below. Table 1 Scheme information SHMS LMS Registration number 1568 1599 Registration date 1997/01/15 2006/01/01 Principal Officer Dr Nontuthuzelo Thomas Ms Leani Stassen Physical address 7 Lutman street MiddelKraal farm Port Elizabeth Marikana 6001 0284 Postal address P O BOX 1672 PRIVATE BAG X508 Port Elizabeth Marikana 6000 0284 2.5 Third party providers Table 2 Third party service providers SHMS LMS Principal officer Dr Nontuthuzelo Thomas Ms Leani Stassen Administrator* Momentum Thebe Ya Bophelo (Pty) Ltd Discovery Health (Pty) Ltd Managed Care Provider* Momentum Thebe Ya Bophelo (Pty) Ltd Discovery Health (Pty) Ltd Actuaries Insight Actuaries & Consultants (Pty) Insight Actuaries & Consultants (Pty) Ltd Ltd Auditors PWC KPMG Investment Consultants Old Mutual Not applicable Risk transfer Netcare 911, PPN, Lancet, Momentum Marikana Medical Services arrangements Thebe Ya Bophelo (Pty) Ltd *The organogram is attached in appendix A 2.6 Reserves of the scheme Table 3 2020 Year-end results of the reserves and resulting solvency SHMS LMS Gross contribution income 591 988 095 201 334 741 Accumulated funds (for solvency 174 171 507 102 580 425 calculation) Solvency margin 29.4% 51.0% Average members 15 806 11 567 Reserves per member R11 020 R8 869 Exposition document 7
Private and confidential 2.7 Membership profile per option The current membership profile of each scheme as at the end of January 2021 is shown below. Table 4 Demographic profile of SHMS and LMS – January 2021 Scheme SHMS LMS Amalgamated scheme Principal members 14 974 11 764 26 738 Average age 47.1 45.9 46.6 % Male 80% 92% 85% % Chronic users* 45% Unavailable* Unavailable* % Over age 65 5.4% 0.0% 3.0% Beneficiaries 27 893 15 288 43 181 Beneficiary ratio 1.9 1.3 1.6 Average age 35.6 39.0 36.8 % Adult beneficiaries 71% 82% 76% % Chronic users 33% Unavailable* Unavailable* % Over age 65 4.1% 0.1% 2.7% *the chronic medication of LMS members is administered through capitation and information pertaining to the chronic status of members under said capitation arrangement was not readily available at the time of preparing this exposition document SHMS has a higher principal member average age and pensioner ratio compared to LMS. LMS has a low beneficiary ratio when compared to SHMS, this is as a result of principal members registering fewer child and spouse dependants. The tables below illustrate the demographic profile of both schemes by option and income band. 2.7.1 Demographic profile of SHMS Table 5 Demographic profile of SHMS by option– January 2021 Scheme Heritage Diversity Pride SHMS Principal members 7 056 2 500 5 418 14 974 Average age 48.5 46.9 45.5 47.1 % Male 78% 72% 85% 80% % Chronic users 48% 50% 39% 45% % Over age 65 7.0% 6.4% 2.9% 5.4% Beneficiaries 16 175 4 297 7 421 27 893 Beneficiary ratio 2.3 1.7 1.4 1.9 Average age 34.5 35.2 38.2 35.6 % Adult 66% 70% 81% 71% beneficiaries % Chronic users 33% 35% 32% 33% % Over age 65 4.5% 5.3% 2.6% 4.1% Exposition document 8
Private and confidential Table 6 Demographic profile of the Pride option by salary band – January 2021 Scheme R0 - R17 660 R17 661 - R22 020 R22 021+ Pride Principal members 5 254 110 54 5 418 Average age 45.5 47.0 45.4 45.5 % Male 85% 88% 94% 85% % Chronic users 40% 34% 26% 39% % Over age 65 2.9% 4.5% 0.0% 2.9% Beneficiaries 7 166 175 80 7 421 Beneficiary ratio 1.4 1.6 1.5 1.4 Average age 38.2 37.7 36.6 38.2 % Adult 81% 76% 76% 81% beneficiaries % Chronic users 32% 27% 20% 32% % Over age 65 2.6% 3.4% 0.0% 2.6% Table 7 Demographic details of the Diversity option by salary band – January 2021 Scheme R0 - R17 660 R17 661 + Diversity Number of principal members 2 432 68 2 500 Average age 46.9 48.1 46.9 % Male 71% 88% 72% % Chronic users 50% 53% 50% % Over age 65 6.5% 0.0% 6.4% Number of beneficiaries 4 164 133 4 297 Beneficiary ratio 1.7 2.0 1.7 Average age 35.3 32.5 35.2 % Adult beneficiaries 70% 59% 70% % Chronic users 36% 31% 35% % Over age 65 5.4% 0.8% 5.3% Table 8 Demographic details of the Heritage option by– January 2021 Scheme Heritage All Income Number of principal members 7 056 Average age 48.5 % Male 78% % Chronic users 48% % Over age 65 7.0% Number of beneficiaries 16 175 Beneficiary ratio 2.3 Average age 34.5 % Adult beneficiaries 66% % Chronic users 33% % Over age 65 4.5% Exposition document 9
Private and confidential 2.7.2 Demographic profile of LMS LMS has a single option with two income bands. Table 9 Demographic profile for LMS by income band – January 2021 Scheme R0 - R23 050 R23 051+ LMS Number of principal members 11 625 139 11 764 Average age 45.9 46.9 45.9 % Male 92% 87% 92% % Chronic users Unavailable* Unavailable* Unavailable* % Over age 65 0.03% 0.00% 0.14% Number of beneficiaries 15 085 203 15 288 Beneficiary ratio 1.3 1.5 1.3 Average age 39.0 37.4 39.0 % Adult beneficiaries 82.1% 75.9% 82.0% % Chronic users Unavailable* Unavailable* Unavailable* % Over age 65 0.11% 0.00% 0.10% Exposition document 10
Private and confidential 3 Amalgamated Scheme The Steering committee for Amalgamation (SCA) recommended that the Principal Officer of the amalgamated scheme will be SHMS Principal Officer. The Board of Trustees will be combined and all the trustees of SHMS and two trustees of LMS will be members of the Board of Trustees for the amalgamated scheme. Table 10 Board of Trustees of Amalgamated scheme Name Surname Previous scheme Reg Naidoo SHMS Andy Ellis-Cole SHMS Andre Kuhn SHMS Angela Smith SHMS Sihle Maphanga SHMS Linda Johnson SHMS Paul Molale SHMS Vuyi Rodolo SHMS Mpho Segaole SHMS Richard Masethe SHMS Chrisna Laubscher LMS Vongani Mashaba LMS The steering committee resolved that the third-party service providers of SHMS will provide services to the amalgamated scheme. The detailed plan on the resource strategy after the amalgamation will be found in Appendix C. The proposed amalgamation date is 1 October 2021. 3.1 Operational information Table 11 Operational Information of Amalgamated Scheme Amalgamated scheme Name of scheme Sisonke Health Medical Scheme Registration number 1568 Registration date 1997/01/15 Principal Officer Dr Nontuthuzelo Thomas Physical address 7 Lutman street Port Elizabeth 6001 Postal address P O BOX 1672 Port Elizabeth 6000 Accredited managed healthcare service providers Momentum Thebe Ya Bophelo (Pty) Ltd Risk transfer arrangements with non-managed Momentum Thebe Ya Bophelo (Pty) Ltd healthcare organisations Actuaries Insight Actuaries & Consultants (Pty) Ltd Investment managers Old Mutual Auditors PwC Exposition document 11
Private and confidential Other third parties Netcare 911, PPN, Lancet 3.2 Demographic information The table below shows the membership details as at January 2021. Table 12 Demographic information as at January 2021 SHMS LMS Combined Number of principal members 14 974 11 764 26 738 Average age 47.1 45.9 46.6 % Male 80% 92% 85% % Chronic users 45% Unavailable* Unavailable* % Over age 65 5.4% 0.0% 3.0% Number of beneficiaries 27 893 15 288 43 181 Beneficiary ratio 1.9 1.3 1.6 Average age 35.6 39.0 36.8 % Adult beneficiaries 71% 82% 76% % Chronic users 33% Unavailable* Unavailable* % Over age 65 4.1% 0.1% 2.7% 3.3 Scheme Rules The amalgamated medical scheme will adopt the approved scheme rules of Sisonke Health Medical Scheme and any requisite amendments to the scheme Rules will be submitted to the CMS together with the exposition document. There are no scheme rule changes required beyond the incorporation of the 4th option on Sisonke Health Medical Scheme, which will be incorporated in keeping with CMS guidance on this amalgamation. 3.4 Default options In section 5 below it is illustrated that the SHMS Pride option offers similar benefits and is a suitable match for the LMS option. It could thus be feasible for LMS members to join the Pride option, however in order to allow for the least disruption to LMS members, the LMS option will be maintained alongside the SHMS options. In future, the amalgamated medical scheme will consider the feasibility of merging the LMS option and the Pride option. Thus, LMS members will be defaulted to the LMS option within the amalgamated scheme. Exposition document 12
Private and confidential 3.5 Solvency ratio impacts The year-end results for 2020 for both schemes is shown below. Table 13 Solvency as at 31 December 2020 SHMS LMS Combined Gross contribution income 591 988 095 201 334 741 793 322 836 Accumulated funds (for solvency calculation) 174 171 507 102 580 425 276 751 932 Solvency margin 29.4% 51.0% 34.9% Average members 15 806 11 567 27 373 Reserves per member R11 020 R8 869 R10 111 The reserves per member of the LMS members would increase if the two schemes were amalgamated, whist the reserves per member of SHMS members would reduce. Exposition document 13
Private and confidential 4 SWOT analysis This section provides an analysis of the strengths, weaknesses, opportunities and threats if the schemes amalgamate. 4.1 Strengths The combined scheme will have a larger risk pool which will improve financial stability. The combined scheme will benefit from economies of scale, for example fixed costs such as running the scheme office will be spread over a larger membership base. Alignment of cost-effective tariffs and service provider contracts. While Pride is a good match for the LMS members, the steering committee will need to deliberate on aligning Pride and LMS where possible and ultimately decide which parts of the Pride structure and the LMS structure can be combined to form one option in the long run. LMS members will have an opportunity to buy-up to the Heritage option and the Diversity Option. Given that the employer transaction of the purchase of Lonmin Plc by Sibanye-Stillwater has already been completed, some of the trustees, as employees of Sibanye-Stillwater, will interact with issues related to both schemes. This may assist in smoothing the transition to the amalgamated scheme as employees already become familiar with each scheme and can potentially solve issues relating to each scheme through the amalgamation. Reducing the number of schemes available to employees of Sibanye-Stillwater during the freedom of choice period will help to reduce anti-selection, which will in turn allow schemes to budget and plan with higher levels of certainty. 4.2 Weaknesses Members of at least one scheme will experience a change in administration. This can create disruption for members given that the method of submitting and processing their claims or changes to their membership will follow a different process compared to the past. Other service providers to the scheme may also change which can create disruption to members if they are accustomed to utilising certain providers. The employer restructuring may lead to some membership losses on LMS and SHMS as the employer consolidates various roles within the organisation. Changes in the demographic profile may lead to a deterioration in claims experience. 4.3 Opportunities The amalgamated scheme will have stronger bargaining power which will enable it to negotiate discounts or lower increases with service providers. The amalgamated scheme will have a stronger geographic concentration which enables the amalgamated scheme to negotiate discounts or more cost-effective contracts than would otherwise be the case. The brand of the amalgamated scheme might improve since the amalgamated scheme can align the brand to the main employer. This may allow the amalgamated scheme to attract more members during the freedom of choice period and possibly assist in attracting younger and healthier employees who value their employer’s brand. Exposition document 14
Private and confidential The employer restructuring may lead to some membership losses on LMS and SHMS as the employer consolidates various roles within the organisation. This may improve the solvency outlook of the amalgamated scheme if the membership losses do not result in a significant deterioration in the demographic profile. 4.4 Threats There is a risk of member dissatisfaction due to the disruptions caused by the amalgamation and this could result in selective withdrawals. There is a risk that the amalgamation might be opposed by trade unions. Both schemes had budgeted for losses in 2020, before investment income, and thus there is a risk that members could be faced with high contribution increases in the future in order to achieve a more sustainable financial result. Both schemes experienced generated surpluses in the 2020 benefit year due to the impact of the COVID 19 pandemic. However, given both schemes were expected making losses, the individual schemes would face similar risks in future. High contribution increases can lead to selective withdrawals where younger and healthier members choose to join other schemes during freedom of choice. Exposition document 15
Private and confidential 5 Contribution and benefits 5.1 Contribution comparison Table 14 2021 Contributions for LMS and SHMS Scheme Option Income band Principal Adult Child R0 – R17 660 1 204 1 204 664 Pride R17 660 – R22 020 2 392 2 392 731 R22 021 + 3 043 3 043 747 SHMS R0 – R17 660 1 989 1 989 675 Diversity R17 661 + 3 043 3 043 747 Heritage All income 3 043 3 043 747 R0 – R23 050 1 290 1 290 645 LMS LMS R23 051 + 2 580 2 580 1 295 The contribution table for the amalgamated scheme would be the similar to the current 2021 contributions for SHMS and LMS as shown above, given that the LMS option will be maintained alongside the SHMS options. LMS members would be defaulted to the LMS option within the amalgamated scheme. Nevertheless, we discuss some of the implications of LMS members opting to join SHMS options within the amalgamated scheme, should LMS members choose to do so. If low to middle-income LMS members were to choose to join the Pride option, members would experience a decrease in contributions, at an average of 5.7% per family. If the middle income LMS members were to join the Pride option, they would experience an increase in contributions of 67.5% on average (this applies to around 166 families). These LMS members could choose to join the Diversity option, in order for the increase in contribution rates to be met by an increase in benefits. However, in the event that these LMS members join Diversity, the average contribution would increase by 106%. If higher income LMS members choose to join an SHMS option, these members would be best suited to join Heritage since contributions for high-income earners are the same on Heritage, Diversity and Pride. These members would incur an increase in contributions but would also have access to more comprehensive benefits. This applies to around 139 members, if they choose to join Heritage, these members would experience an average increase in contributions of 8.7%. Exposition document 16
Private and confidential 5.2 Benefit comparison The table below compares the proposed benefits offered by LMS and the three options of SHMS, Pride, Heritage and the new option on SHMS, Diversity. The LMS option offers similar benefits compared to Pride. Heritage and Diversity offer more comprehensive cover and high-income LMS members may consider joining these options. LMS members will be defaulted to the LMS option within the amalgamated scheme, however in future the amalgamated scheme will consider the feasibility of merging the LMS option and Pride option given the similarity in benefits. Table 15 Benefit comparison for Pride SHMS and LMS Benefit LMS Pride Diversity Heritage category Unlimited at Medical Centre. Unlimited at Unlimited at GP not at Scheme Medical Scheme Medical medical centre Centre for members Centre for members will be limited at in area; members in area; members R2 960 PB. Network: Unlimited living out of area – living out of area – 10% co-pay for GP Visits Non-Network: 4 at GP within GP at GP within GP GPs within a visits, with R50 co- Network . Limited to Network . Limited to radius of 10km payment. 1 visit PB to max of 1 visit PB to max of of Medical 2 visits per PMF 2 visits per PMF centre. Medical max R750 per event max R1000 per Centre GP visit event accumulate to the Limit of R2 960. Acute Medication: Up to R4 870 pb up to R13 808 pf, non-formulary items with 25% co-payment. Network: Unlimited Unlimited subject to Unlimited subject to Chronic: Prescribed Non-Network: R 220 network formulary network formulary Unlimited PMB. Medication per visit up to 4 and registration onto and registration onto Additional 43 visits. chronic program. chronic program. conditions up to R4 879 pb up to R13 808 pf subject to formulary and registration onto chronic program. Over the Counter Network: up to R280 R150 pf up to R80 R265 pf up to R95 R 827 pf up to Medication pb. per script. per script. R169 per script. Network: 100% of scheme rate. Unlimited at network Unlimited at network Non-Network: 70% Hospital hospitals, non hospitals, 20% co- Unlimited at any of scheme rate up to Admissions network hospitals pay for non-network private hospital. R29 350 pb, blood PMB only hospitals tests and X-rays up to R7 335. Exposition document 17
Private and confidential Benefit LMS Pride Diversity Heritage category Emergencies paid in Prescribed full. Minimum Non-Network: non- Unlimited. Unlimited. Unlimited. Benefits emergencies up to 70% scheme rate. Network: Unlimited basic Network: Unlimited Network: Unlimited dentistry. Network: Unlimited for conservative conservative Non-Network: conservative dentistry dentistry. 20% co- dentistry. Dentistry Non-Network: Up to payment. R620 for single Specialised dentistry Specialised member, or R1 810 up to R3 400 pb up Specialised dentistry: PMB only pf. to R6 780 pf. dentistry up to R6 964 pb up to R13 930 pf. Network: Up to 4 Up to R2 898 pb visits pb with up to R11 172 network GP referral. pf. Additional visits may Network: Up to 2 Network: Up to 4 Network: 100% Specialists be approved on a visits pf. visits pf. of scheme rate. case-by-case basis. Non-Network: Non-Network: Up to Up to 80% 70% scheme rate up scheme rate to R2 200 pb. Network: Upon referral to specialist Up to R37 300 per Up to R265 000 Oncology Non-Network: Up to PMB only family per beneficiary Hospital Benefit Limit. Network: Unlimited Pathology upon referral. Unlimited through Unlimited through Unlimited Non-Network: Up to Lancet/Pathcare Lancet/Pathcare through 50% of scheme rate labs upon referral labs upon referral Lancet/Pathcare up to R1 250 pb from network GP. from network GP. labs. upon referral from GP. Network: Unlimited Subject to referral Basic radiology up Basic radiology upon referral. by network GP and to R3 000 pb for in up to R6 964 Non-Network: Up to through approved Radiology and out of hospital. pb. 50% of scheme rate list of codes. Specialised Specialised up to R1 250 pb Specialised radiology limited radiology up to upon referral from radiology limited to PMB R26 447 pb. GP. R15 100 pf. Lenses Single Network: One eye Vision R610 PB test and one pair of One eye test pb per One eye test pb per Lenses High glasses per year, one pair of year, one pair of Power Single beneficiary per 2 glasses or contact glasses or contact Vision years. lenses every 2 lenses every 2 Optometry R1 1540 PB Non-Network: Up to years. Contact years. Contact Lenses Bi-focal 50% scheme rate up lenses up to R735 lenses up to R735 R1 361 PB to R1 250 per family pb. Network pb. Network Lenses Multi- for eye tests, no provider only. provider only. focal R2 glasses benefit. 200 PB Exposition document 18
Private and confidential Benefit LMS Pride Diversity Heritage category Frames R990 PB Contact Lenses R1 870 PB Up to R5 950 pb up to R11 782 Network: Unlimited Up to R1 200 pb per family, Non-Network: 50% upon referral. Part of Physiotherapy PMB only combined limit of cost up to R2 570 Combined limit for with out-of- pf upon referral. all support services. hospital treatment. Up to R6 640 pb subject to sub- limits: Nebulizer: R720 Glucometer: External R720 medical Up to R4 495 pf at Orthotics: appliances and Up to R12 160 pb. PMB only medical aid rates. R1 520 prostheses Additional hearing-aid benefits up to R3 520 pf per 3 years. Internal prostheses – Up to R53 174 Hip, Knees, and Up to R32 900 pb. PMB only Up to R26 814 pf. pb. Shoulders 6 gynaecologist 6 gynaecologist Network: 4 visits to 6 gynaecologist consultations, consultations, midwife, GP, consultations, monthly ante-natal monthly ante- gynaecologist. Two monthly ante-natal monitoring, ante- natal 2D scans upon Antenatal monitoring, ante- natal vitamins, monitoring, referral. Benefit natal vitamins, maternity bag, ante-natal Non-Network: Up to maternity bag, paediatric vitamins, out-of-network limit paediatric vaccinations. maternity bag, for GP’s or vaccinations. paediatric specialists. vaccinations Monthly health assessment, Monthly health Monthly health disease assessment, assessment, management, Overall limit of R474 disease disease emergency Other Notes 300 pb and management, management, medical R964 800 pf. emergency medical emergency medical transport, step transport. transport. down facilities, organ transplants. Exposition document 19
Private and confidential 6 Communication Communication will be distributed to members of both schemes and this will include details of the amalgamation, default options and voting forms. The trustees of both SHMS and LMS are procuring the services of Alexander Forbes an independent third party provider with sound knowledge of these processes and understanding of the mining sector. Alexander Forbes will assist with both the communication plan and member voting processes. The respective scheme offices are geared for processing of any enquiries or objections from members. The table below shows the proposed timeframes for the amalgamation, dates may be amended as the process unfolds. Table 16 Time frames for the amalgamation process Amalgamation action item Time frames Submission of final exposition document to CMS 6th August 2021 Submission to Competition Commission 28th June 2021 Effective amalgamation date 1 October 2021 Exposition document 20
Private and confidential 7 Governance The Board of Trustees for both schemes have jointly created a steering committee for the amalgamation process. This committee has a rotating chairman between both schemes. Each of the two medical schemes are represented by their respective trustees and their principal officers. This ensures that the impact of the amalgamation will be considered for both groups of members. In addition, the Board of Trustees of both schemes will review the decisions of the steering committee separately in order to consider the interests of their members. This exposition document was prepared by the steering committee and approved by both Boards of Trustees. Exposition document 21
Private and confidential 8 Financial projections 8.1 Combined 2021 financial projections of SHMS and LMS The table below shows the 2021 financial results of the amalgamated scheme assuming the amalgamation happens as at 1 October 2021. The “amalgamated scheme” column is a simple summation of both schemes’ for 2021. Each benefit option of both schemes will remain unchanged for 2021, and LMS members will be defaulted to the LMS option. It is assumed that LMS members would not chose to join SHMS options given that the LMS option will be maintained alongside the SHMS options within the amalgamated scheme. Members are thus expected to remain on their respective options irrespective of the amalgamation. The projections are based on the same assumptions as the schemes’ budgets for 2021, while making allowance for actual membership in January 2021. Table 17 Budgeted 2021 Financial projection Amalgamated SHMS LMS scheme Average members 14 970 11 764 26 734 Contributions 617 107 507 218 092 920 835 200 427 Claims paid 486 652 934 166 768 143 653 421 077 Medical centre fees 35 415 406 0 35 415 406 Capitation fees 26 889 589 28 836 387 55 725 977 Managed care fees 9 410 634 10 295 382 19 706 016 Gross underwriting result 58 738 944 12 193 008 70 931 952 Management expenses 30 631 933 12 988 868 43 620 801 Surplus/(deficit) from operations 28 107 011 -795 860 27 311 151 Investment income 8 534 404 4 630 212 13 164 616 Net Surplus/(Deficit) 36 641 415 3 834 352 40 475 766 Accumulated funds 210 812 922 107 125 879 317 938 800 Solvency margin 34.2% 49.1% 38.1% Reserves per member 14 082 9 106 11 893 Operational result as a % of contributions 4.6% -0.4% 3.3% The amalgamated scheme is expected to report a solvency ratio of 38.1%, which is significantly above the statutory minimum requirement of 25.0%. SHMS and LMS are projected to generate net surpluses in the 2021 benefit year. The change in the financial position in the SHMS position from 2020 to 2021 is mainly due to changes made to the contribution table of the Heritage option and the launch of the Diversity option. Exposition document 22
Private and confidential The table below illustrates the impact of the amalgamation after taking into account each scheme’s most recent financial projections for 2021. It is assumed that service provider fees for 2021, such as administration fees, will only move into new rates from 2022 as contracts are consolidated within the amalgamated scheme. There is also an allowance made for amalgamation expense of R1.364 million in respect of any cost resulting from administration transfer as well as any other costs associated with the amalgamation. This R1.364 million expense is allocated evenly across each scheme. Table 18 Current 2021 Financial projection Amalgamated SHMS LMS scheme Average members 15 231 11 481 26 712 Contributions 621 175 067 212 898 830 834 073 897 Claims paid 497 867 547 140 267 833 638 135 380 Medical centre fees 35 415 406 0 35 415 406 Capitation fees 25 676 625 28 057 774 53 734 399 Managed care fees 10 063 607 10 048 421 20 112 029 Gross underwriting result 52 151 882 34 524 801 86 676 683 Management expenses 34 487 546 13 246 450 47 733 996 Surplus/(deficit) from operations 17 664 337 21 278 351 38 942 688 Investment income 6 962 974 3 759 152 10 722 126 Net Surplus/(Deficit) 24 627 310 25 037 503 49 664 813 Accumulated funds 198 850 773 129 827 220 328 677 993 Solvency margin 32.01% 60.98% 39.41% Reserves per member 13 056 11 308 12 305 Operational result as a % of contributions 2.84% 9.99% 4.67% The amalgamated scheme is expected to report a solvency ratio of 39.4%, which is significantly above the statutory minimum requirement of 25.0%. SHMS and LMS are projected to generate a net surplus in the 2021 benefit year. Exposition document 23
Private and confidential 9 Results of voting 9.1 Voting results and independent review Table 19 Voting results Sisonke Health Medical Scheme Lonmin Medical Scheme Valid votes Number Percentage Number Percentage Votes for the Amalgamation 1,371 84% 307 43% Votes against the Amalgamation 259 16% 414 57% Total 1,630 100% 721 100% Sisonke Health Medical Scheme Lonmin Medical Scheme Invalid votes Number Percentage Number Percentage Votes for the Amalgamation 20 53% 27 45% Votes against the Amalgamation 18 47% 33 55% Total 38 100% 60 100% The detailed report of the independent reviewer was submitted to the CMS. Exposition document 24
Private and confidential 10 Appendix A Organogram of SHMS administrator Exposition document 25
Private and confidential Organogram of LMS administrator Exposition document 26
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