Report of the Independent Actuary on the proposed transfer of a portfolio of Architects and Engineers Professional Indemnity business from Zurich ...
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MILLIMAN REPORT Report of the Independent Actuary on the proposed transfer of a portfolio of Architects and Engineers Professional Indemnity business from Zurich Insurance plc to DARAG Deutsche Versicherungs- und Rückversicherungs-AG 17 February 2020 Jeffrey A. Courchene, F.C.A.S.
MILLIMAN REPORT
Table of Contents
1. PURPOSE AND SCOPE 1
2. EXECUTIVE SUMMARY 10
3. REGULATORY BACKGROUND 14
4. BACKGROUND ON THE ENTITIES CONCERNED IN THE SCHEME 21
5. THE PROPOSED SCHEME 41
6. THE IMPACT OF THE SCHEME ON THE TRANSFERRING POLICYHOLDERS 52
7. THE IMPACT OF THE SCHEME ON THE POLICYHOLDERS REMAINING WITH ZURICH INSURANCE
PLC 70
8. THE IMPACT OF THE SCHEME ON THE CURRENT POLICYHOLDERS OF DARAG DEUTSCHE
VERSICHERUNGS- UND RÜCKVERSICHERUNGS-AG 72
9. OTHER CONSIDERATIONS 74
10. CONCLUSIONS 77
APPENDIX A DEFINITIONS 78
APPENDIX B SIMPLIFIED CORPORATE STRUCTURES OF THE ZURICH GROUP AND OF THE DARAG
GROUP 83
APPENDIX C TERMS OF REFERENCE 84
APPENDIX D CV FOR JEFFREY A. COURCHENE 85
APPENDIX E KEY SOURCES OF DATA 87
APPENDIX F SOLVENCY II BALANCE SHEET 90MILLIMAN REPORT
1. Purpose and Scope
PURPOSE OF THE REPORT
1.1 It is proposed that a portfolio of insurance business, held within the German Branch of Zurich Insurance plc
(“ZIP”), an Irish-authorised non-life insurance company, be transferred to DARAG Deutsche Versicherungs-
und Rückversicherungs-AG (“DARAG Germany”), a German-regulated non-life insurance and reinsurance
company, by an insurance business transfer scheme (“the Scheme”). The proposed transfer will be pursuant
to Irish law, in particular:
Section 13 of the Assurance Companies Act 1909 (as amended) (the “1909 Act”);
Section 36 of the Insurance Act 1989 (as amended) (the “1989 Act”); and
Article 41 of the European Union (Insurance and Reinsurance) Regulations 2015 (SI No 485 of 2015)
(as amended) (the “Regulations”).
1.2 In accordance with Irish law, the High Court of Ireland (the “Irish Court”) will be petitioned to approve the
Scheme. Prior to the Irish Court being petitioned, the proposals will be notified to:
the Central Bank of Ireland (the “CBI”) as the prudential regulator of ZIP;
the Bundesanstalt für Finanzdienstleistungsaufsicht (“BaFin”) as the prudential regulator of DARAG
Germany; and
the supervisory authorities in all EU and/or EEA Member States where contracts were concluded
in accordance with the applicable legal requirements in respect of the Scheme.
1.3 Under the 1909 Act, the petition to the Irish Court for a transfer of long term (or life insurance) business
must be accompanied by a report, prepared by an Independent Actuary, on the terms of the proposed
transfer (“Scheme Report”). While there is no equivalent legal requirement for any such report for the
transfer of non-life insurance business, ZIP and DARAG Germany have engaged me, Jeffrey A. Courchene,
a Principal of Milliman LLP, to act as Independent Actuary in a similar and broadly comparable manner for
the transfer of non-life insurance business under this Scheme. The CBI has been made aware of my
appointment as Independent Actuary and has not raised any objection to such appointment.
1.4 This report (the “Report”) considers the effect of the proposed Scheme upon the different groups of
policyholders of ZIP and DARAG Germany. It contains descriptions of the Scheme and the methodology
used during the course of my work to assess the security of, and service levels provided to, policyholders
of ZIP and DARAG Germany before and after the Scheme.
1.5 ZIP is an indirect wholly owned subsidiary of Zurich Insurance Group Ltd (“ZIGL”). DARAG Germany is an
indirect wholly-owned subsidiary of DARAG Guernsey Limited (“DARAG Guernsey”) and a direct wholly-
owned subsidiary of DARAG Group Limited. (“DGL”). In this Report, I refer to ZIGL and its direct and indirect
subsidiaries collectively as “the Zurich Group” and to DARAG Guernsey and its direct and indirect
subsidiaries collectively as “the DARAG Group”. I have included a graphic of the (simplified) corporate
structures of the Zurich Group and of the DARAG Group in Appendix B.
1.6 I have listed the terms defined in the Report in Appendix A. Otherwise, I use the same defined terms (which
are capitalised in this Report) as are in the documents that set out the terms of the Scheme (the “Transfer
Documents”).
THE PROPOSED SCHEME
1.7 The business to be transferred under the Scheme ("the Transferring Business") comprises the Architects
and Engineering Professional Indemnity (“A&E”) business underwritten by the German branch of ZIP. A
predecessor company of ZIP started writing this business in the late 1950s. This was transferred to ZIP in
2010. ZIP continued to write the Transferring Business following the transfer, but ceased writing the majority
of A&E business in 2012. I discuss the Transferring Business in more detail in paragraphs 4.135 through
4.153 below.
Report of the Independent Actuary on the proposed transfer of a portfolio of Architects and Engineers Professional Indemnity business from Zurich Insurance plc to
DARAG Deutsche Versicherungs- und Rückversicherungs-AG
17 February 2020 1MILLIMAN REPORT
1.8 As a precursor to the Scheme, on 5 September 2019, ZIP, DARAG Germany, and DARAG Guernsey
entered into a Framework Agreement. Under the Framework Agreement, ZIP has agreed to transfer to
DARAG Germany, and DARAG Germany agreed to accept from ZIP, the Transferring Business, and to
effect this, subject to the approval of the Irish High Court, by means of an insurance business transfer
scheme pursuant to Section 13 of the 1909 Act (a "Section 13 Transfer").
1.9 As explained further below in paragraph 4.146, the Transferring Business has been 100% reinsured by
DARAG Germany with effect from 1 July 2019 pursuant to a fully collateralized loss portfolio transfer
agreement (“LPTA”) between ZIP, DARAG Germany and DARAG Guernsey. The LPTA effectively transfers
all the economic risk of the Transferring Business to DARAG Germany with effect from 1 July 2019, with
DARAG Guernsey acting as guarantor to the obligations of DARAG Germany to ZIP.
1.10 Under the LPTA, DARAG Guernsey has provided an independent and non-accessory guarantee, pursuant
to Section 311 of the Civil Code of Law (the Bürgerliches Gesetzbuch or “BGB”, in German) on first demand
(in German, auf erstes Anfordern), for the full and punctual performance of any and all obligations and
undertakings of DARAG Germany under or in connection with the LPTA. DARAG Guernsey undertakes to
indemnify ZIP on first demand (auf erstes Anfordern) against all losses, damages, costs and expenses
incurred by ZIP or an affiliate of ZIP arising from any failure of DARAG Germany to perform and/or observe
any of its obligations under or in connection with the LPTA.
1.11 There is no outwards reinsurance cover relating to the Transferring Business other than the LPTA.
1.12 No part of the insurance liabilities of ZIP other than that relating to the Transferring Business will be
transferred under the Scheme.
1.13 As explained further below in Section 5 of this Report, it is expected that on or around 1 April 2020 Pro
InsuranceSolutions GmbH (“PRO”), will assume responsibility for claims handling and administrative
services in respect of the Transferring Business as a sub-contractor of DARAG Germany, pursuant to an
outsourcing agreement between ZIP and DARAG Germany. Prior to commencement of the outsourcing,
ZIP will transfer all required policy records and claims data to DARAG Germany / PRO in order for the
services to be provided. Those Zurich Group employees who are providing claims handling and
administration services in relation to the Transferring Business when the outsourcing commences (the
"Assumed Employees") were offered the opportunity to transfer to PRO under section 613a of the German
Civil Code1, however all employees who were offered this opportunity refused and shall remain employees
of the Zurich Group. ZIP’s hard copy records in relation to the Transferring Business will also be transferred
to PRO prior to the Scheme becoming effective, ensuring DARAG Germany will have access to these
records as necessary.
1.14 DARAG Germany will work towards satisfying the mandatory acceptance criteria for the purpose of
migration, according to the migration plan described in the Migration Agreement, ensuring a minimal and
non-adverse impact on the policyholders of the Transferring Business. On the Migration Completion Date,
DARAG Germany, and its sub-contractor PRO, shall take over the handling of claims arising under the
Transferring Business as well as certain policy administration activities in accordance with the
Administration Agreement, although overall regulatory responsibility for such claims in relation to ZIP’s
customers shall remain with ZIP until the Effective Date of the Scheme.
1.15 The Effective Date of the Scheme is expected to be 30 June 2020.
1.16 The provisions of the LPTA shall continue in full force and effect according to its terms in the event that the
Transfer does not occur or does not transfer all the Policies to DARAG Germany for whatever reason.
1.17 The business involved in the Scheme, the arrangements for the Scheme and the effect of the Scheme are
discussed in more detail in Sections 4 to 9 of this Report.
THE INDEPENDENT ACTUARY
1.18 I, Jeffrey A. Courchene, have been appointed by ZIP and DARAG Germany to act as the Independent
Actuary to consider the Scheme under Section 13 of the 1909 Act (as per paragraph 1.3, above). ZIP and
DARAG Germany will jointly meet the costs of my work as the Independent Actuary and be responsible for
the payment of those fees.
1
Although the detail of section 613a are complex and technical, the underlying purpose is very straightforward. The rules aim to
protect employees if the business they work for changes hands.
Report of the Independent Actuary on the proposed transfer of a portfolio of Architects and Engineers Professional Indemnity business from Zurich Insurance plc to
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1.19 I am a Principal of Milliman LLP ("Milliman") and I am based in its UK General Insurance practice in London.
I am a Fellow of the Casualty Actuarial Society (“CAS”), a Member of the American Academy of Actuaries
(“AAA”), and an affiliate member of the Institute and Faculty of Actuaries (“IFoA”). I became a Fellow of the
CAS and a Member of the AAA during 2001. I have not acted as the Independent Expert in the UK or the
Independent Actuary in Ireland, but have been a member of the named support team and have acted as
peer reviewer for ten successfully completed UK transfers over the past six years. I have also supported
the Independent Expert in a number of other insurance business transfer schemes in the UK, acting as
named support or peer reviewer to the Independent Expert. I have included my Curriculum Vitae in Appendix
C, in which I explicitly note the insurance business transfer schemes in which I have supported the
Independent Expert, as well as those for which I have provided peer review support to the Independent
Expert. I have relevant experience with Engineering & Architects Professional Indemnity business, leading
the outsourced Actuarial Function for a specialty Engineering insurer in the UK, including holding the
(approved) role as the outsourced Head of Actuarial Function for the associated Irish Third Country Branch.
Finally, I speak German, having lived in Cologne and Munich for nearly 20 years.
1.20 I do not have, and, to the best of my knowledge, have never had, any policies issued by any part of either
the Zurich Group or the DARAG Group. I am not a shareholder of any entity within either the Zurich Group
or the DARAG Group. Within the last five years, I have undertaken no work for any part of either the Zurich
Group or the DARAG Group.
1.21 I note that Milliman is part of a global consulting business, the parent company of which is Milliman, Inc. I
refer to Milliman, Inc. and its direct and indirect subsidiaries collectively as “the Milliman Group”. Individual
practices within the Milliman Group have worked with parts of the Zurich Group on assignments.
1.22 The overall fee income that Milliman has received from the Zurich Group worldwide in any of the last seven
years (2013 through September of 2019) has averaged 0.28%, and has not exceeded 0.60%, of Milliman’s
corresponding annual global revenue. Nearly 75% of that work relates to life assurance, and only 15%
relates to general insurance (the Transferring Business and the other existing business of ZIP and DARAG
Germany are all general insurance business). The main general insurance assignments carried out by
Milliman for the Zurich Group worldwide over the last six years were as follows:
In 2014, Milliman's Milwaukee office conducted an independent review of the ultimate losses of the
business written by Zurich American Insurance Company for policy years 1986 and prior, and the
business written by Zurich International Bermuda for policy years 1987 and prior. No one from
Milliman’s UK General Insurance practice was involved in this project.
In 2015, Milliman's Dublin and Paris offices, working jointly, conducted an independent review, on
behalf of the CBI, of the treatment of premium and reserve risk in the internal model operated by
Zurich Insurance plc. No one from Milliman’s UK General Insurance practice was involved in this
project.
In 2017/2018, Milliman's Dublin and Paris offices, working jointly, helped the CBI to review certain
aspects of the internal model operated by Zurich Insurance plc. One of my colleagues in London
provided a small amount of subject matter expert support to the Milliman consultants working on this
project in respect of reserving for asbestos clams. Otherwise, no one from Milliman’s UK General
Insurance practice was involved in this project.
In 2017/2018, Milliman's Milwaukee office conducted an independent review of the ultimate losses in
respect of Zurich Insurance plc's (non-UK) asbestos, pollution and health (“APH”) claims. None of the
proposed team for the Transfer had any involvement in this project. No one from Milliman’s UK
General Insurance practice was involved in this project.
In 2019, Milliman’s London office supported by Milliman’s Dublin office started working on a Section
13 transfer referred to as Project Elbow. Neither I nor any Milliman consultant supporting me with this
report had any involvement in Project Elbow. I have taken appropriate steps to ensure the separation
and mutual independence for this IA assignment and the IA work for Project Elbow. Until both transfers
have been completed, access to the data and working files for each transfer within the Milliman
network are restricted to those team members working on the respective transfer, with the members
of the other team being expressly prevented from accessing the other material. Hard copies of relevant
material are only retained by relevant teams in lockable storage units.
Report of the Independent Actuary on the proposed transfer of a portfolio of Architects and Engineers Professional Indemnity business from Zurich Insurance plc to
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1.23 I do not believe that the involvement with the Zurich Group of other consultants within the Milliman Group
affects my ability to act independently in my assessment of the Scheme.
1.24 The overall fee income that Milliman has received from the DARAG Group worldwide in any of the last six
years (2013 to 2018) has been negligible (< 0.1%). The main general insurance assignments carried out by
Milliman for the DARAG Group worldwide were as follows:
In 2013, Milliman’s Munich office supported the evaluation of a Greek motor portfolio. I was the primary
Milliman consultant for the project. Otherwise, no one from Milliman’s UK General Insurance practice
was involved in this project.
In 2014, Milliman’s London office supported the evaluation of a French aviation pool. I was the peer
reviewer for the project. Otherwise, no one from Milliman’s UK General Insurance practice was
involved in this project.
In 2014, Milliman’s Munich office supported the evaluation of a Cypriot motor portfolio. I was the
primary Milliman consultant for the project. Otherwise, no one from Milliman’s UK General Insurance
practice was involved in this project.
In 2019, Milliman's New York office supported the evaluation of a US portfolio with a Black Lung
valuation for SOBC DARAG. No one from Milliman’s UK General Insurance practice was involved in
this project.
1.25 I believe that neither my involvement with the DARAG Group during 2013 and 2014, nor the involvement of
other consultants within the Milliman Group, affects my ability to act independently in my assessment of the
Scheme.
THE SCOPE OF MY REPORT
1.26 An extract of my terms of reference is set out in Appendix C.
1.27 I have considered the terms of the Scheme only and have not considered whether any other scheme or
alternative arrangement might provide a more efficient or effective outcome.
1.28 The Report describes the Scheme and the likely effects on policyholders of ZIP, both those transferring and
those remaining, and DARAG Germany, including effects on security and levels of service.
1.29 The Report should be read in conjunction with the full terms of the Scheme.
1.30 My work has required an assessment of the liabilities of ZIP and DARAG Germany for the purposes of
describing the effect of the Scheme. My review of the liabilities was based on the actuarial reserve
assessments conducted by the respective internal actuaries of ZIP and DARAG Germany (and on occasion
external actuaries). I have reviewed the methodology and assumptions used in their work and assessed the
key areas of uncertainty in relation to these liabilities. I have not attempted to review in detail the calculations
performed by the internal (and, as appropriate, external) actuaries of ZIP and DARAG Germany or to
produce independent estimates of the liabilities.
1.31 In addition to the liabilities, I have assessed the appropriateness in nature and amount of any assets to be
transferred under the Scheme, and the capital position of ZIP and DARAG Germany pre- and post-Scheme.
Again, I have not attempted to review in detail the calculations of the capital position performed by ZIP or
DARAG Germany or to produce independently my own estimates.
1.32 As far as I am aware, there are no matters which I have not taken into account in undertaking my
assessment of the Scheme and in preparing the Report, but which nonetheless should be drawn to the
attention of policyholders in their consideration of the Scheme.
1.33 In reporting on the Scheme as the Independent Actuary, I have prepared the Report to assist the Irish Court
on matters within my expertise. My duty to the Irish Court overrides any obligation to ZIP or to DARAG
Germany. I confirm that I understand my duty to the Irish Court and I have complied with that duty.
1.34 I confirm that I have made clear which facts and matters referred to in the Report are within my own
knowledge and which are not. Those that are within my own knowledge I confirm to be true. The opinions I
have expressed represent my true and complete professional opinions on the matters to which they refer.
Report of the Independent Actuary on the proposed transfer of a portfolio of Architects and Engineers Professional Indemnity business from Zurich Insurance plc to
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1.35 The use of 'I' and 'my' in this Report generally refers to work done by myself and the team operating under
my direct supervision during the course of this review. However, when I use 'I' and 'my' in reference to an
opinion, it denotes that the opinion is mine and mine alone.
1.36 Shortly before the date of the Irish Court hearing at which orders sanctioning the Scheme will be sought, I
will prepare a supplementary report (the "Supplementary Report"), covering any relevant matters which
might have arisen since the date of the Report. Additional review and updated conclusions, as necessary,
are expected for the following:
1.36.1 Audited financial statements and management information as at 31 December 2019 as discussed
in paragraph 1.60;
1.36.2 Transactions secured by DARAG Germany other than the Transferring Business, as discussed in
paragraphs 6.52 through 6.56;
1.36.3 Anticipated transactions prior to the Effective Date of the Scheme which are not yet secured by
DARAG Germany, as discussed in paragraphs 6.57 through 6.63;
1.36.4 Progress made with respect to the migration plan and other policy servicing considerations, as
discussed in paragraphs 6.107 through 6.111;
1.36.5 The execution of the communication plan, as discussed in paragraphs 9.5 through 9.13;
1.36.6 Any changes in the operational plans of ZIP or DARAG Germany, as discussed in paragraph 9.18;
and
1.36.7 The tax implications of the Scheme, as discussed in paragraph 9.22.
1.37 It is intended that both this Report and the Supplementary Report will be published on a dedicated webpage
to be set up by each of ZIP and DARAG Germany on their respective websites, and that copies of this
Report and the Supplementary Report will be sent to anyone who requests them. The Report will be made
available in this way immediately following the directions hearing relating to the Scheme (or as soon
thereafter that the dedicated webpages have been set up) and the Supplementary Report will likewise be
made available before the date of the Irish Court hearing to sanction the Scheme.
THE STRUCTURE OF MY REPORT
1.38 The remainder of the Report is set out as follows:
In Section 2, I provide an Executive Summary of this Report;
In Section 3, I provide some background to the regulatory environments in which the companies
involved in the Scheme operate;
In Section 4, I provide some background to ZIP, ZLS, DARAG Germany, DARAG Guernsey, i.e. the
companies involved in the Scheme;
Section 5 summarises the key provisions of the Scheme;
In Section 6, I consider the likely impact of the Scheme on the policyholders of transferring under the
Scheme (the “Transferring Policyholders”);
In Section 7, I consider the likely impact of the Scheme on the policyholders of ZIP who will remain
within ZIP after the transfer has taken place;
In Section 8, I consider the likely impact of the Scheme on the current policyholders of DARAG
Germany;
In Section 9, I cover more general issues relating to the Scheme and the management of ZIP and
DARAG Germany;
My conclusions are summarised in Section 10.
Report of the Independent Actuary on the proposed transfer of a portfolio of Architects and Engineers Professional Indemnity business from Zurich Insurance plc to
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17 February 2020 5MILLIMAN REPORT
GENERAL CONSIDERATIONS OF THE INDEPENDENT ACTUARY
Introduction
1.39 While no formal guidance exists in respect of the transfer of non-life business in Ireland, in compiling my
report I have taken regard of Actuarial Standard of Practice LA-6 "Transfer of long-term business of an
authorised insurance company - role of the Independent Actuary", version 2.2, as issued by the Society of
Actuaries in Ireland, to the extent I have determined relevant in the context of a non-life transfer.
1.40 In particular, I have determined that I need to give my views on:
The effect of the Scheme on the security of the policyholders' contractual rights, including the likelihood
and potential effects of the insolvency of the insurer; and
The likely effects of the Scheme on policyholder servicing levels (e.g. claims handling).
1.41 I set out in paragraph 5.20, below, the main groups of policyholders that I believe might be affected by the
Scheme.
Security of policyholder benefits
1.42 In considering and commenting upon the security of the policyholders' contractual rights, I shall consider
the financial strength of each entity. Financial strength is provided by any margins for prudence in the
assumptions used to calculate the Technical Provisions, by the shareholder capital and by any specific
arrangements for the provision of financial support. In considering policyholder security, I also need to take
into account the potential variability of future experience (including claim frequency and severity). Security
is also affected by the nature and volume of future new business.
1.43 I must also consider the impact on policyholders' security in the event of the default of an insurer (and the
role of any financial compensation schemes).
Levels of service provided to policyholders
1.44 I shall consider the impact of the Scheme on levels of service provided to policyholders, including those
resulting from changes in administration, claims handling and expense levels.
1.45 Further, I shall consider the proposals in the context of applicable conduct rules/regulation, e.g. the fair
resolution of complaints between an insurer and its customers (policyholders).
Materiality
1.46 After considering the effects of the Scheme on each of the different groups of policyholders affected by the
Scheme (as identified in paragraph 5.20, below), I have drawn conclusions as to whether I believe the
Scheme will adversely affect that group of policyholders. It should be recognised that the Scheme will affect
different policyholders in different ways, and, for any one group of policyholders, there may be some effects
of the Scheme that are positive and others that are adverse. If some effects of the Scheme are adverse,
that does not necessarily mean that the Scheme is unreasonable or unfair, as those adverse effects might
be insignificant or they might be outweighed by positive effects.
1.47 In order to determine whether any effects of the Scheme on any group of policyholders are materially
adverse, it has been necessary for me to exercise my professional judgement in the light of the information
that I have reviewed.
Report of the Independent Actuary on the proposed transfer of a portfolio of Architects and Engineers Professional Indemnity business from Zurich Insurance plc to
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1.48 When assessing the financial security of policyholders, I have looked at the solvency position of the
companies involved in the Scheme, on both pre- and post-transfer bases, relative to regulatory solvency
requirements, and at the nature of the assets that constitute each company’s capital and surplus. It should
be noted that a company may have capital considerably in excess of its regulatory requirements, but that
the directors of a company could legitimately reduce that level of capital (for example through the payment
of dividends) and still leave the company appropriately capitalised. Such action would need to take into
account the company’s own capital management policy, which would articulate target solvency capital
coverage levels, dividend philosophy, etc. In circumstances where the Scheme has adversely affected the
financial security of a group of policyholders, in order to determine whether that impact is material, I have
considered whether the level of financial security projected to be in place after the transfer would have been
acceptable and permissible before the transfer had taken place. I would determine that any adverse impact
to a particular group of policyholders is material if the level of financial security afforded to them after the
transfer would not have been acceptable under the normal constraints under which the company’s capital
position was managed before the transfer.
Other considerations
1.49 ASP LA-6 also requires the Independent Actuary to consider the likely effects of the Scheme on matters
such as investment management, new business strategy, administration, expense levels and valuation
bases insofar as they might affect the ability of companies to meet the reasonable expectations of
policyholders. It also requires the Independent Actuary to consider the cost of the Scheme and the tax
effects of the Scheme insofar as they might affect the security of policyholders' contractual rights. I have
given consideration to all of these items to the extent I have determined them to be relevant in the context
of a non-life transfer.
RELIANCES AND LIMITATIONS
1.50 In carrying out my review and producing the Report, I have relied, without detailed verification, upon the
accuracy and completeness of the data and information provided to me, in both written and oral form, by
ZIP and DARAG Germany. Reliance has been placed upon, but not limited to, the information detailed in
Appendix E. My opinions depend on the substantial accuracy of this data, information and the underlying
calculations. I am unaware of, and have no reason to believe that there may be, any issue that might cause
me to doubt the accuracy of the data and other information provided to me. All information that I have
requested in relation to my review has been provided.
1.51 The Report has been prepared for the purposes of the Scheme in accordance with the 1909 Act. A copy of
the Report will be sent to the CBI, and will accompany the Scheme’s application to the Irish Court.
1.52 The Report must be considered in its entirety as individual sections, if considered in isolation, may be
misconstrued.
1.53 Neither the Report, nor any extract from it, may be published without me having provided my specific written
consent, save that copies of the Report may be made available for inspection by policyholders, and copies
may be provided to any person requesting the same in accordance with legal requirements. I also consent
to the Report being made available on the webpages dedicated to the Scheme.
1.54 No summary of the Report may be made without my express consent. I will provide a summary of the Report
(the "Report Summary") for inclusion in a document that will be made available to:
certain policyholders of ZIP and DARAG Germany who might be affected by the Scheme;
certain distributors of policies forming part of the Transferring Business; and
co-insurance partners of ZIP who might be affected by the Scheme.
That document will be sent to the CBI (who may share it with other supervisory authorities), will accompany
the Scheme application to the Irish Court, and will be available on the webpages dedicated to the Scheme.
1.55 The Report has been prepared within the context of the assessment of the terms of the Scheme, in particular
as the expression of my opinion on the impact of the Scheme in compliance with the spirit of the 1909 Act,
and it must not be used or relied upon for any other purpose. Neither Milliman nor I will accept any liability
for any application of the Report to a purpose for which it was not intended or for the results of any
misunderstanding by any user of any aspect of the Report. In particular, neither Milliman nor I will accept
any liability under the terms of the Contracts (Rights of Third Parties) Act 1999.
Report of the Independent Actuary on the proposed transfer of a portfolio of Architects and Engineers Professional Indemnity business from Zurich Insurance plc to
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1.56 Actuarial estimates are subject to uncertainty from various sources, including changes in claim reporting
patterns, claim settlement patterns, judicial decisions, legislation, economic and investment conditions.
Therefore, it should be expected that the actual emergence of claims, premiums, expenses and investment
income will vary from any estimate. Such variations in experience could have a significant effect on the
results and conclusions of the Report. Neither Milliman nor I give any warranty that the assumptions, results
and conclusions on which the Report is based will be reflected in actual future experience.
1.57 This review does not comprise an audit of the financial resources and liabilities of either ZIP or DARAG
Germany, or of the wider Zurich Group or DARAG Group.
1.58 The Report should not be construed as investment advice.
1.59 Nothing in the Report should be regarded as providing a legal opinion on the effectiveness of the Scheme.
1.60 In considering the background to ZIP and to DARAG Germany, the companies involved in the Scheme, and
in considering the likely impact of the Scheme, I have made extensive use of financial information as at 31
December 2018, as that is the most recent date as at which audited financial information is available. I have
also taken into account updated financial information that has been made available to me, although I note
that this updated information has not been audited and that, in general, it has not been publicly disclosed. I
have asked the management of ZIP and DARAG Germany for information regarding any developments
between 31 December 2018 and the date of this Report that would have affected those companies, in
particular any development that might have affected the security of their policyholders and the standards of
service provided to them, both now and in future. I have referred in this Report to the developments that
they have reported to me. The management of ZIP and DARAG Germany have respectively assured me
that there have been no other such developments. I have also searched using on-line resources for
information regarding any such developments. At the date of the Report, I am not aware of any material
changes in circumstances since 31 December 2018 other than those referred to in the Report. The Report
also takes no account of any information that I have not received, or of any inaccuracies in the information
provided to me. I will review all further audited financial statements of ZIP and DARAG Germany as and
when they become available, and will comment on this information in my Supplementary Report.
1.61 In converting amounts expressed in one currency to being expressed in another currency, I have used the
following currency exchange rates:
As at 31 December 20182: GBP 1 = USD 1.27 = Euro 1.11 = NOK 11.03;
As at 30 June 20193: GBP 1 = USD 1.27 = Euro 1.12 = NOK 10.85; and
As at 30 September 20194: GBP 1 = USD 1.23 = Euro 1.13 = NOK 11.19.
I note that these rates are not necessarily the same as those used individually by ZIP, DARAG Germany
and others in consolidating multi-currency data.
1.62 The use of Milliman's name, trademarks or service marks, or reference to Milliman directly or indirectly in
any media release, public announcement or public disclosure, including in any promotional or marketing
materials, websites or business presentations, is not authorised without Milliman's prior written consent for
each such use or release, which consent shall be given in Milliman's sole discretion.
PROFESSIONAL AND REGULATORY STANDARDS
1.63 According to the Casualty Actuarial Society’s Code of Professional Conduct, an actuary must be familiar
with applicable law and rules of professional conduct for the jurisdictions in which the Actuary renders
Actuarial Services. I am required to comply with relevant professional standards and guidance maintained
by the Actuarial Standards Board, including Actuarial Standard of Practice 41 “Actuarial Communications,”
adopted December 2010. Because of the jurisdiction of the actuarial services, I have voluntarily taken into
account additional rules of professional conduct.
2
From Lloyd’s Market Bulletin Y5228, dated 2 January 2019
3
From Lloyd’s Market Bulletin Y5255, dated 1 July 2019
4
From Lloyd’s Market Bulletin Y5264, dated 1 October 2019
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1.64 Although I am only an affiliate member of the IFoA, I have complied with the relevant professional standards
and guidance maintained by the Financial Reporting Council and by the IFoA, including TAS 100: Principles
for Technical Actuarial Work and TAS 200: Insurance. I have complied with these standards, subject to the
principles of proportionality and materiality. I note the following:
1.64.1 In accordance with Actuarial Profession Standard X2, as issued by the IFoA, I have considered
whether this Report should be subject to review (“Work Review”). I concluded that it should and I
have also decided that the Work Review should be conducted by an individual who has not
otherwise been involved in the analysis underlying this Report or in the preparation of this Report,
but who would have had the appropriate experience and expertise to take responsibility for the
work himself. In other words, I have decided that this Report should be subject to Independent Peer
Review. I confirm that this Report has been subject to Independent Peer Review prior to its
publication.
1.64.2 Actuarial Professional Standard X3: The Actuary as an Expert in Legal Proceedings, as issued by
the IFoA, states that, where a member of the IFoA is instructed to act as an Expert Witness or an
Expert Advisor in relation to non-UK proceedings, the member must consider the extent to which
the principles set out APS X3 are relevant to the instruction in question. I consider that those
principles are wholly relevant in connection to my work as Independent Actuary in respect of the
Scheme, and therefore I have carried out my work in accordance with those principles as required.
1.65 Although I am not a member of the Society of Actuaries in Ireland ("SAI"), I have also complied with the
relevant Actuarial Standards of Practice ("ASPs") issued by the SAI, subject to the principles of
proportionality and materiality. Specifically, the Report has been prepared in accordance with:
ASP GI-1 version 1.2, which provides guidance on preparing a formal report relating to the field of
general insurance;
ASP LA-6 (as noted in paragraphs 1.39-1.49, above, and to the extent applicable), which applies to
actuaries invited to act as the "Independent Actuary" in a Section 13 transfer of long-term (i.e. life)
insurance business under the 1909 Act; and
ASP EXP-1 version 1.2, which applies to actuaries (in Ireland) when they provide evidence as experts
to the courts or other tribunals.
1.66 In compiling the Report, I have taken regard of Section 13 of the Assurance Companies Act 1909 (as
amended), Section 36 of the Insurance Act 1989 (as amended) and Article 41 of the European Union
(Insurance and Reinsurance) Regulations 2015 (SI No 485 of 2015) (as amended).
1.67 I confirm that, in undertaking this work and in preparing the final version of the Report, I have complied with
the above guidance, subject where appropriate to our judgements regarding materiality and proportionality.
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2. Executive Summary
CONCLUSION
2.1 In my opinion, provided the proposed Scheme operates as intended (and I have no grounds for believing
that it will not do so):
2.1.1 The security of benefits to the Transferring Policyholders will not be materially adversely affected
by the implementation of the Scheme on the Effective Date;
2.1.2 The security of benefits to policyholders of ZIP who are not being transferred under the Scheme
will not be adversely affected by the implementation of the Scheme on the Effective Date;
2.1.3 The security of benefits to current policyholders of DARAG Germany will not be materially adversely
affected by the implementation of the Scheme on the Effective Date; and
2.1.4 The Scheme will have no adverse impact on service standards experienced by the policyholders
of ZIP, both those being transferred under the Scheme and those not transferring, or by the current
policyholders of DARAG Germany.
2.2 I summarise below the key aspects of the Scheme, the aspects of the Scheme that I considered, and the
conclusions that I reached in respect of those aspects.
2.3 I will review my analyses and conclusions in the light of any relevant information of which I become aware
prior to the Court hearing to sanction the Scheme, and I will summarise my additional review and
conclusions, explaining any revisions to those contained within this Report, in a Supplementary Report.
THE SCHEME
2.4 Under the Scheme, the Transferring Business, including the Transferring Assets and Transferring Liabilities,
will be transferred to DARAG Germany (the Transferee) from ZIP (the Transferor) at and with effect from
the Effective Date. The Transferring Business is already entirely reinsured by DARAG Germany, under the
terms of the LPTA. Therefore, the Transferring Assets are the rights, benefits, authorities, and powers of
ZIP in relation to the Transferring Business under or by virtue of the policies (including contractual, tortious
and statutory rights).
2.5 On the Migration Completion Date, which is prior to the Effective Date of the Scheme, DARAG Germany
shall take over the handling of claims arising under the Transferring Business as well as certain policy
administration activities in accordance with the Administration Agreement, although overall regulatory
responsibility for such claims in relation to the ZIP’s customers shall remain with ZIP until the Effective Date.
2.6 Immediately after the effecting of the Scheme, the LPTA will terminate to the extent it does not relate to
Retained Liabilities.
2.7 No liabilities of ZIP other than those within the Transferring Business will be transferred under the Scheme.
Similarly, no assets of ZIP, other than those referred to in paragraph 2.4, above, will be transferred under
the Scheme.
Motivation for the Scheme
2.8 The purpose of the proposed Scheme is to provide legal finality for ZIP in respect of the Transferring
Business, in order to match the economic finality provided by the LPTA.
2.9 Completion of the Scheme is material to the effective execution of ZIP’s strategy to eliminate or reduce its
exposure to legacy lines of business.
Policyholders affected
2.10 I have considered the effects of the Scheme on the following groups of policyholders:
the Transferring Policyholders;
the current policyholders of ZIP who have policies that are not being transferred under the Scheme;
and
the current policyholders of DARAG Germany.
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Administration
2.11 Until the Migration Completion Date, ZIP will manage the Transferring Business in accordance with its
normal practice.
2.12 With effect from the Migration Completion Date, provided that the migration completes successfully,
responsibility for the administration of the policies, including claims arising out of the policies, in relation to
the Transferring Business will be transferred from ZIP to DARAG Germany, in accordance with the
Administration Agreement, dated 5 September 2019. DARAG Germany will in turn delegate responsibility
for claims administration in relation to the Transferring Business to PRO, a sub-contractor, from the
Migration Completion Date.
2.13 ZIP and DARAG Germany (supported by PRO) have jointly developed a migration plan, intended to ensure
that transition of responsibility for claims administration from ZIP to PRO passes smoothly and seamlessly.
The migration plan is being overseen by a joint management committee, with project managers having been
appointed by ZIP and by DARAG Germany. ZIP and DARAG Germany expect the Migration Completion
Date to be on or by 1 April 2020, which is three months prior to the expected Effective Date.
THE IMPACT OF THE SCHEME UPON THE TRANSFERRING POLICYHOLDERS
2.14 I am satisfied that the proposed Scheme does not affect in a materially adverse way the security of the
Transferring Policyholders and will not adversely impact their policy servicing levels. I have reached this
conclusion by considering:
2.14.1 the reserve strength of ZIP and of DARAG Germany as at 31 December 2018 (and subsequently
where available);
2.14.2 the excess assets of ZIP and of DARAG Germany as at 31 December 2018 (and subsequently
where available);
2.14.3 the risk exposures in ZIP and in DARAG Germany and the impact that the Scheme might have on
those; and
2.14.4 the standards of policy servicing in each of ZIP and DARAG Germany.
2.15 I have also considered how the excess assets of DARAG Germany to meet its obligations to the Transferring
Policyholders might be affected, post-Scheme, by specific extreme scenarios.
2.16 I concluded that:
2.16.1 the reserves of ZIP and DARAG Germany appeared reasonable as at 31 December 2018;
2.16.2 there is no reason to think that the reserve strength of ZIP or DARAG Germany will be impacted
by the Scheme;
2.16.3 as at 31 December 2018, ZIP is a more than sufficiently capitalised company and DARAG Germany
is a well-capitalised company (I have defined these terms in paragraph 6.5, below), albeit, for
DARAG Germany, at a level that is materially more than the minimum target level of capital set out
in their Capital Management Policy. I observe that DARAG Germany has, since 31 December 2018,
secured three additional transactions including the LPTA covering the Transferring Business, and
currently enjoys a Capital Cover Ratio of a more than sufficiently capitalised company;
2.16.4 the policyholders of the Transferring Business will not be materially adversely affected due to
relative differences in the financial strength of DARAG Germany post-Scheme to those of ZIP pre-
Scheme;
2.16.5 although the proposed Scheme will lead to a change to the risk exposures of the Transferring
Policyholders, this will not have a materially adverse impact on the security of policyholder benefits;
and
2.16.6 the proposed Scheme is unlikely to have an adverse impact on the standards of policy servicing
experienced by the Transferring Policyholders compared to their current position.
2.16.7 the proposed Scheme is unlikely to have a materially adverse impact on the Transferring
Policyholders’ ability to access industry complaints and compensation facilities compared to their
current position. For the vast majority of Transferring Policyholders, there will be no change at all
in this regard.
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THE IMPACT OF THE SCHEME UPON THOSE POLICYHOLDERS REMAINING WITHIN ZIP
2.17 I have concluded that the non-transferring policyholders of ZIP would not be adversely affected by the
Scheme.
2.18 In reaching this conclusion, I have noted that the Transferring Business represents roughly 1% of the gross
technical provisions within ZIP. However, the liabilities relating to the Transferring Business have already
been 100% reinsured by DARAG Germany. Therefore, on a GAAP basis, the net liabilities of the
Transferring Business are currently nil. On a Solvency II basis, ZIP holds a small net liability, relating to the
counterparty risk on the DARAG Germany LPTA, which will be reduced to nil when the Scheme is
implemented.
THE IMPACT OF THE SCHEME UPON THE CURRENT POLICYHOLDERS OF DARAG GERMANY
2.19 I have concluded that the Scheme will not have a materially adverse effect on the security of benefits
enjoyed by the current policyholders of DARAG Germany and will not adversely impact their policy servicing
levels. I have reached my conclusion by considering the following:
2.19.1 The reserves of DARAG Germany as at 31 December 2018, and subsequently where available,
which appear reasonable. Further there is no reason to think that the reserve strength of DARAG
Germany will be impacted by the Scheme.
2.19.2 The excess assets of DARAG Germany as at 31 December 2018 which are well in excess of the
minimum Capital Cover Ratio set out in its Capital Management Policy. DARAG Germany has since
secured three transactions and, as a result, currently has a Capital Cover Ratio consistent with a
more than sufficiently capitalised company. The Scheme will not change the Capital Cover Ratio. I
believe that the Scheme will result in the same level of Capital Cover Ratio within DARAG Germany
as the current policyholders would enjoy over the long term were the Scheme not to take place.
Thus, I conclude that the financial security of the current policyholders of DARAG Germany, as
represented by the Capital Cover Ratio, will not be materially adversely affected by the Scheme.
2.19.3 The risk exposures in DARAG Germany and the impact that the Scheme might have on those
which I have noted, pre- and post-Scheme, are broadly the same. I have concluded that the
proposed Scheme will not result in changes to the risk exposures of the current policyholders of
DARAG Germany that would materially and adversely affect the security of their benefits.
2.19.4 The standards of policy servicing in DARAG Germany and the impact that the Scheme might have
on those. I have concluded that the Scheme will not have an adverse effect on the quality of policy
servicing enjoyed pre-Scheme by the current policyholders of DARAG Germany.
THE IMPACT OF THE SCHEME IN RESPECT OF OTHER MATTERS
2.20 The amount of the liabilities of each co-insurer will not change as a result of the Scheme, so I do not consider
the existing co-insurers to be materially impacted by the Scheme.
2.21 There are no reinsurance arrangements in respect of the Transferring Business which will transfer under
the Scheme from ZIP to DARAG Germany. For this reason, the existing reinsurers of ZIP will not be
impacted by the Scheme.
2.22 ZIP and DARAG Germany have informed me that they do not expect the Scheme to have tax implications
that would affect ZIP or DARAG Germany. I am not an expert on taxation but the arguments that I have
seen supporting this view do not appear to me to be unreasonable. I will provide further commentary, as
necessary, on the status of this in my Supplementary Report.
2.23 ZIP and DARAG Germany have estimated the external costs of the Scheme at £1.3 million, to be shared
between ZIP and DARAG Germany. I consider it unlikely that the costs of the Scheme will be such as to
jeopardise the security of any of the groups of policyholders.
APPROACH TO COMMUNICATION WITH POLICYHOLDERS
2.24 Although there is no requirement under Irish law to communicate individually with policyholders regarding
proposed Section 13 Transfers, ZIP intends to notify those Transferring Policyholders with open claims or
whose policies have recently ended, for whom ZIP holds details in its electronic records and a valid address.
The full list of those whom they intend contacting is set out in paragraph 5.49, below.
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2.25 ZIP does not intend to notify directly any of its policyholders whose policies are not included within the
Transferring Business on the basis that:
as the relevant liabilities are already reinsured into DARAG Germany, the impact of the Scheme on the
remaining policyholders is expected to be negligible;
their relationship with ZIP will not be affected by the Scheme;
there will be no change to the terms and conditions of their contracts; and
the costs of such communication would be disproportionate to any potential benefits to the affected
parties.
2.26 DARAG Germany does not intend to notify directly any of its policyholders on the basis that the Scheme
has no service impact upon them and does not change their contractual rights and the costs of such
communication would be disproportionate to the likely benefits to the affected parties.
2.27 In addition to direct, written correspondence with Transferring Policyholders and/or with identified
intermediaries, ZIP and DARAG Germany also plan indirect notification via notices in the Iris Oifigiúil, in two
daily national Irish newspapers, and in each EEA state in which the risks are situated in accordance with
the law of that EEA state, as well as advertisements in appropriate publications, including at least two
nationally circulated newspapers in Germany, international financial publications and specialist industry
publications.
2.28 The letters, notices and advertisements will refer all queries to dedicated webpages and will contain all
relevant documents, including the Communication Pack and a copy of this Report. A copy of the
Communication Pack and this Report will be given free of charge to any person requesting them. The
Communication Pack shall be issued in English and German for the following reasons:
2.28.1 The Policies were underwritten by the German Branch of the ZIP;
2.28.2 The Transferring Policyholders, Distributors and Co-Insurers are predominantly situated in
Germany and those who are not situated in Germany can be assumed to have worked or had
commercial operations in Germany as the Policies cover professional indemnity risks for architects
and engineers in Germany;
2.28.3 German is the language of the Policies and the language through which the Policies were issued
and administered; and
2.28.4 All communications in relation to the Policies have been issued in German.
2.29 I am satisfied that the proposed approach to communication with policyholders in respect of the Scheme is
both proportionate and reasonable.
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3. Regulatory Background
INTRODUCTION
3.1 The Scheme proposes the transfer of insurance business from ZIP, an Irish-domiciled company, to DARAG
Germany, a company domiciled in Germany. In this Section, I describe the general insurance markets of
each of these countries and the regulatory environments therein.
3.2 Germany and Ireland are both members of the European Union ("EU"), and insurers regulated in any EU-
member state, including Germany and Ireland, are subject to the EU-wide solvency regime known as
Solvency II. I include in this section a description of the key features of Solvency II and how its application
to the Transferring Business will change as a result of the Scheme.
3.3 I also comment here on consumer protections schemes in these countries and how the Scheme will alter
access to them. I then comment on the respective winding-up arrangement for companies in Germany and
in Ireland.
OVERVIEW OF INSURANCE REGULATION IN IRELAND
Background
3.4 Ireland is a relatively small country with a population in 2019 of around 4.9 million. In addition to servicing
the domestic market, Ireland's insurance industry is also focused on distributing products under the EU
freedom of establishment (“FoE”) and freedom to provide services rules, with numerous international
insurers and insurance captives domiciled in Ireland. In 20175, total gross insurance premiums written by
(re)insurers regulated in Ireland amounted to over €70 billion (of which only about a third was in respect of
Irish-specific risks). Around €17 billion of these premiums related to direct non-life insurance business, and
were attributable to 92 non-life insurers.
3.5 Ireland's insurance regulator is the CBI. The CBI has wide-ranging responsibilities across monetary policy,
financial stability, financial regulation and consumer protection.
3.6 The CBI's Insurance Supervision Directorate is responsible for the prudential supervision of insurance and
reinsurance undertakings authorised in Ireland. In carrying out this role, the Insurance Supervision
Directorate monitors the risks posed by undertakings along with issuing standards, policies and guidance
that undertakings are expected to meet.
3.7 The Consumer Protection Directorate of the CBI has a role in ensuring that the best interests of consumers
of financial services are protected. Its objective is to have a financial services industry where consumers'
interests are protected. This means that:
consumers should be provided with clear, relevant and accurate information, including on cost, during
the sales process;
consumers should be recommended a product/service appropriate to their needs and suitable for them;
and
consumers should receive a high standard of follow-up services, e.g. making a claim, making a
complaint, switching product, dealing with errors, policy renewals, follow-up advice on
investments/pensions, etc.
3.8 The CBI also requires all insurance companies in Ireland to appoint a Head of Actuarial Function ("HoAF")
who must assess the company's (Solvency II) Technical Provisions on an annual basis and issue an
Actuarial Opinion on those Technical Provisions (for further details see paragraph 3.44, below).
Taxation
3.9 Resident companies are taxable in Ireland on their worldwide profits. The standard rate of tax on income is
12.5%. Certain non-trading (or ‘passive’) income, such as dividends from companies that are resident
outside Ireland, interest, rents, and royalties, are taxed at a higher rate of 25%. Capital gains are taxed at
33%.
5
Derived from Aggregate Insurance QRTs 2018, as published by the CBI https://www.centralbank.ie/docs/default-
source/regulation/industry-market-sectors/insurance-reinsurance/solvency-ii/supervisory-disclosures/aggregate-insurance-
qrts-2018.pdf?sfvrsn=6
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