Lloyd's Acts and Bye-laws
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1. LloydÕs
Act 1871 (34 Vict. c. xxi)
Arrangement
of Original Sections
Section
1. Short
title.
2. Cessor
of existing constitution.
3. Incorporation
of LloydÕs.
4. Property,
&c., vested in Society.
5. Contracts,
&c., to remain in force.
6. Actions,
&c., not to abate.
7. Debts
to be paid and received by the Society.
8. Officers
continued.
9. General
saving for rights and liabilities.
10. Objects of
the Society.
11. CommitteeÑnumber
and quorum.
12. First
Committee.
13. Retirement
of Members of Committee.
14. Rotation of
CommitteeÐmen.
15. Elections
of CommitteeÐmen.
16. ReÐeligibility
of Members (of Committee).
17. Casual
vacancies.
18. Voting at
meetings.
19. Fundamental
rules in schedule.
20. Exclusion
from membership for violation of fundamental rules, &c.
21. Exclusion
from membership for fraud, &c.
22. Exclusion
from membership for bankruptcy, &c.
23. Exclusion
from membership for nonÐpayment of subscription, &c.
24. Power to
make bye-laws.
25. No
exclusion from membership by bye-laws.
26. Allowance
of bye-laws by Recorder.
27. Printing
and proof of bye-laws.
28. Continuance
and annulling of existing bye-laws.
29. Powers to
be exercised by Committee.
30. Application
of parts of Companies Clauses Act.
31. Penalty on
imitation of stamp, &c.
32. Provision
respecting protection of interest of members in shipping, &c.
An Act for
incorporating the members of the Establishment or Society formerly held at
LloydÕs Coffee House in the Royal Exchange in the City of London, for the
effecting of Marine Insurance, and generally known as LloydÕs; and for other
purposes.
[25th May,
1871]
WHEREAS
there has long existed in the Royal Exchange in the City of London an Establishment
or Society formerly held at LloydÕs Coffee House in the Royal Exchange, for the
effecting of marine insurance, and generally known as LloydÕs:
And whereas the Society is regulated by
a deed of association, dated on or about the thirtieth day of August one
thousand eight hundred and eleven, which deed, or a deed of accession referring
thereto, has usually been from time to time executed by the several members of
the Society, and the Society is governed by rules or regulations from time to
time made under that deed:
And
whereas the affairs of the Society, and the business conducted by its members
as such, are of large and increasing magnitude and importance, but the
constitution of the Society is imperfect, and difficulties arise therefrom in
relation to legal proceedings, and the management of the affairs of the Society
and the incorporation of its members with proper powers would be of great
benefit to the shipping and mercantile interests of the United Kingdom, and it
is therefore expedient that they be incorporated, and that provision be made
for the government of the Society and the conduct of its affairs:
And
whereas by section four hundred and forty-eight of the Merchant Shipping Act,
1854, it is enacted to the effect that any receiver of wreck, or in his absence
any justice of the peace, shall, as soon as conveniently may be, examine on
oath any person belonging to any ship which may be or may have been in distress
on the coast of the United Kingdom, or any other person who may be able to give
an account thereof or of the cargo or stores thereof, as to the matters in that
section specified, and that the receiver or justice shall take the examination
down in writing, and shall make two copies of the same, of which he shall send
one to the Board of Trade and the other to the Secretary of the Committee for
managing the affairs of LloydÕs in London, and such last-mentioned copy shall
be placed by the said Secretary in some conspicuous situation for the
inspection of persons desirous of examining the same:
And
whereas it will be necessary on the incorporation of the Society to secure the
continuance of the operation of the said section:
And
whereas the capital stock of the Society consisted on the first day of December
1870 of the sum of forty-eight thousand pounds three pounds per centum
consolidated annuities standing in the names of four persons being trustees for
the Society:
And
whereas in or about the year 1799 a vessel of war of the royal navy, named the
Lutine, was wrecked on the coast of Holland with a considerable amount of
specie on board, insured by underwriters at LloydÕs, being members of the
Society, and others, and Holland being then at war with this country the vessel
and cargo were captured, and some years afterwards the King of the Netherlands
authorized certain undertakers to attempt the further salvage of the cargo on
the conditions (among others) that they should pay all expenses, and that one
half of all that should be recovered should belong to them, and that the other
half should go to the Government of the Netherlands, and subsequently the King
of the Netherlands ceded to King George the Fourth on behalf of the Society of
LloydÕs, the share in the cargo which had been so reserved to the Government of
the Netherlands:
And
whereas from time to time operations of salving from the wreck of the Lutine
have been carried on, and a portion of the sum recovered, amounting to about
twenty-five thousand pounds, is by virtue of the cession aforesaid in the
custody or under the control of the Committee for managing the affairs of
LloydÕs:
And
whereas, by reason of the mode in which the business of insurance has always
been carried on by members of the Society, the names of those who underwrite a
particular policy cannot, when a considerable time has elapsed, be traced with
certainty, if at all, especially as regards policies anterior in date to one
thousand eight hundred and thirty-eight, in which year the books and papers
relating to the affairs of the Society were lost in the fire which destroyed
the Royal Exchange:
And
whereas it is expedient that the operations of salving from the wreck of the
Lutine be continued, and that provision be made for the application in that
behalf, as far as may be requisite, of money that may hereafter be received
from those operations, and for the application to public or other purposes of
the aforesaid sum of twenty-five thousand pounds, and of the unclaimed residue
of money to be hereafter received as aforesaid:
And
whereas it is expedient that various powers be conferred on the Society as
incorporated, and that its functions be as far as may be defined:
And whereas it is expedient that
provision be made for the incorporation, from time to time, by agreement, with
the Society, of other societies, associations, companies, or corporations
instituted for purposes connected with shipping or marine insurance:
And
whereas the objects aforesaid cannot be attained without the authority of
Parliament:
May it therefore please Your Majesty
that it may be enacted; and be it enacted by the QueenÕs most Excellent
Majesty, by and with the advice and consent of the Lords Spiritual and
Temporal, and Commons, in this present Parliament assembled, and by the
authority of the same, as follows; (that is to say),
Short title
1. This
Act may be cited as LloydÕs Act, 1871.
Cessor of
existing constitution
2. On
the passing of this Act, the deed of association, dated on or about the
thirtieth day of August one thousand eight hundred and eleven, executed by
members of the Establishment or Society of LloydÕs as existing before the
passing of this Act, and any deed executed by other members by way of accession
thereto, shall be and the same are and each of them is hereby annulled.
Incorporation
of LloydÕs
3. The
Right Honourable George Joachim Goschen, William Simpson, James Leverton Wylie,
William Young, Henry Caspar Heintz, Frederic Bernstein Bernard Natusch, James
Bischoff, George Dorman Tyser, Michael Wills, William Wilson Saunders, Leonard
Charles Wakefield, and Thomas Chapman, and all persons admitted as members of
LloydÕs before or after the passing of this Act, are hereby united into a
Society and Corporation for the purposes of this Act, and for those purposes
are hereby incorporated by the name of LloydÕs, and by that name shall be one
body corporate, with perpetual succession and a common seal, and with power to
purchase, take, hold, and dispose, of lands and other property (which
incorporated body is hereafter in this Act referred to as the Society).
Property, &c.,
vested in Society
4. All
property and rights of or to which the Committee for managing the affairs of
LloydÕs, or any person on their behalf, or any trustee for that Committee, or
for the members of LloydÕs, are or is possessed or entitled at law or in equity
at the passing of this Act, shall by virtue of this Act belong to the Society
to the same extent and for the same estate and interest as the same
respectively is and are at the passing of this Act vested in that Committee,
person, or trustee, and may be held used, and enjoyed accordingly; and all
trustees for the Establishment or Society as it existed before the passing of
this Act, or for that Committee, shall be and continue trustees for the
Society, as nearly as may be as if this Act had not been passed.
Contracts,
&c., to remain in force
5. Notwithstanding
the annulling by this Act of the aforesaid deeds of association and accession,
and the incorporation by this Act of the Society, all deeds of trust, leases,
mortgages, bonds, contracts, agreements, securities, transfers, and other acts
and things before the passing of this Act made, entered into, executed, or done
by or with the Committee for managing the affairs of LloydÕs, or any person or
trustee as aforesaid, shall be as good, valid, and effectual to all intents
for, against, and with reference to the Society as they would have been for,
against, or with reference to such Committee if this Act had not been passed,
and may be proceeded on, executed, used, dealt with, and enforced accordingly,
the Society being only substituted in or in relation thereto respectively for
such Committee.
Actions,
&c., not to abate
6. Notwithstanding
the annulling and incorporation aforesaid, any action, suit, prosecution, or
other proceeding instituted before the passing of this Act by or against the
Committee for managing the affairs of LloydÕs, or any person or trustee as
aforesaid, shall not abate or be discontinued or be prejudicially affected by
this Act, but on the contrary, shall continue and take effect both in favour of
and against the Society, as it would have done in favour of or against that
Committee, or the members thereof, or any of them, or any person or trustee as
aforesaid, if this Act had not been passed, the Society being only substituted in
or in relation thereto respectively for that Committee or the members thereof,
or any one or more of them, or such person or trustee.
Debts to be
paid and received by the Society
7. All
debts due to the Committee for managing the affairs of LloydÕs, or to any
person or trustee as aforesaid, with all interest (if any) due or to accrue due
thereon, shall be paid to the Society, and shall be recoverable by them, and
all debts due by such Committee person, or trustee as aforesaid, with all
interest (if any) due or to accrue due thereon, shall be paid by the Society
and shall be recoverable from them.
Officers
continued
8. All
officers of and persons employed by the Committee for managing the affairs of
LloydÕs, in office or employment at the passing of this Act, shall continue in
their respective offices and employments, according to the tenure of their
respective offices and employments, and as if they had been appointed by the
Society, and be deemed to be officers of or persons employed by the Society, and
they and their respective sureties shall be liable as if they respectively had
been appointed by and had become bound to the Society.
General
saving for rights and liabilities
9. Notwithstanding
the annulling and incorporation aforesaid, and except as by this Act otherwise
expressly provided, everything before the passing of this Act done or suffered
by or with reference to the Committee for managing the affairs of LloydÕs, or
any person or trustee as aforesaid, shall be as valid as if this Act had not
been passed, and the annulling and incorporation aforesaid and this Act
respectively shall accordingly be subject and without prejudice to everything
so done or suffered, and to all rights, liabilities, claims, and demands, both
present and future, which if this Act had not been passed would be incident to
and consequent on any and everything so done or suffered, and with respect to
all such rights, liabilities, claims and demands the Society shall to all
intents represent and be deemed a continuation of the Establishment or Society
constituted or regulated by the deeds of association and accession aforesaid,
and the generality of this enactment shall not be restricted by any other
provision of this Act.
Objects of
the Society
10.
The objects of the Society shall be:Ñ
The
carrying on by Members of the Society of the business of insurance of every
description including guarantee business;
The
advancement and protection of the interests of Members of the Society in
connection with the business carried on by them as Members of the Society and
in respect of shipping and cargoes and freight and other insurable property or
insurable interests or otherwise;
The
collection publication and diffusion of intelligence and information;
The doing
of all things incidental or conducive to the fulfilment of the objects of the
Society.
NOTE
CommitteeÑnumber
and quorom
11.
[Repealed by LloydÕs Act 1982, Sch. 3.]
First
Committee
12.
[Repealed by LloydÕs Act 1982, Sch. 3.]
Retirement
of Members of Committee
13.
[Repealed by LloydÕs Act 1925, s. 4, as from 25 July, 1966.]
Rotation of
Committeemen
14.
[Repealed by LloydÕs Act 1925, s. 4, as from 25 July, 1966.]
Elections
of Committeemen
15.
[Repealed by LloydÕs Act 1925, s. 4, as from 25 July, 1966.]
Re-eligibility
of members
16.
[Repealed by LloydÕs Act 1925, s. 4, as from 25 July, 1966.]
Casual
vacancies
17.
[Repealed by LloydÕs Act 1925, s. 4, as from 25 July, 1966.]
Voting at
meetings
18.
[Repealed by LloydÕs Act 1982, Sch. 3.]
Fundamental
rules in schedule
19.
[Repealed by LloydÕs Act 1982, Sch. 3.]
Exclusion
from membership for violation of fundamental rules, &c.
20.
If any member of the SocietyÑ
1. Violates
any of the fundamental rules of the Society; or,
2. Is
guilty of any act or default discreditable to him as an underwriter or
otherwise in connexion with the business of [ . . . ] insuranceÑ
he shall be
liable to be excluded from membership of the Society by the votes of
four-fifths of such members of the Society as are present at a meeting of the
Society specially convened for the purpose, with notice of the object by
circular issued to every member six days at least before the day appointed for
the meeting, there being present and voting at the meeting one hundred members
at least, but a member shall not in any case be deemed for the purposes of this
section to have violated any fundamental rule, or to be guilty of any act or
default as aforesaid, unless the fact of such violation or guilt has been first
ascertained and determined by the award of two arbitrators (each of them being
a merchant or shipowner or underwriter, and one of them being nominated by the
Committee and the other by the member complained of), or, in case of difference
between the arbitrators, by the award of the Recorder of the City of London,
or, failing the Recorder, then of one of Her MajestyÕs Counsel nominated by him
as umpire; and the provisions of [the Arbitration Act 1950 or any statutory
modification or re-enactment thereof for the time being in force] shall apply
in every such case, and the arbitrators and umpire respectively shall take into
consideration all the circumstances of the case, moral as well as legal.
NOTE
Exclusion
from membership for fraud, &c.
21.
[Repealed by LloydÕs Act 1982, Sch. 3.]
Exclusion
from membership for bankruptcy, &c.
22.
[Repealed by LloydÕs Act 1982, Sch. 3.]
Exclusion
from membership for nonÐpayment of subscription, &c.
23.
[Repealed by LloydÕs Act 1982, Sch. 3.]
Power to
make byelaws
24.
[Repealed by LloydÕs Act 1982, Sch. 3.]
No exclusion
from membership by byelaws
25.
[Repealed by LloydÕs Act 1982, Sch. 3.]
Allowance
of byelaws by Recorder
26.
[Repealed by LloydÕs Act 1982, Sch. 3.]
Printing
and proof of byelaws
27.
[Repealed by LloydÕs Act 1982, Sch. 3.]
Continuance
and annulling of existing byelaws
28.
The general rules and regulations or byelaws for the management of the affairs
of LloydÕs, passed at a general meeting of the members of LloydÕs held on the
fourth and confirmed at a subsequent meeting held on the eleventh day of
January one thousand eight hundred and seventy-one, may be annulled by byelaws
under this Act, and, as far as the same are not inconsistent with this Act, the
same (except those numbered ninety-three to ninety-nine inclusive) shall
continue in force for four months after the passing of this Act (unless sooner
so annulled), and no longer, and while so in force shall apply to the Society
as incorporated by this Act, and the members thereof; but nothing in this Act
shall give any validity or force to any such general rule, regulation, or
byelaw as aforesaid, made before the passing of this Act, further or other than
it would have had if this Act had not been passed.
Powers to
be exercised by Committee
29.
[Repealed by LloydÕs Act 1982, Sch. 3.]
Application
of parts of Companies Clauses Act
30.
Sections ninety-seven to one hundred of The Companies Clauses Consolidation
Act, 1845, relating to contracts by and proceedings of and liabilities of
directors, are hereby incorporated with this Act, and shall apply to the
Committee, and the Society in like manner, mutatis mutandis, as they apply to
directors and a company.
Penalty on
imitation of stamp, &c.
31.
If any person, without the authority of the Society, or without other lawful
excuse (proof whereof respectively shall lie on him) does any of the following
things (namely) imitates or copies any stamp, mark, or other thing for the time
being used by the Society to distinguish forms of policies of [ . . . ]
insurance underwritten by members of the Society or offers or utters or uses
any form of policy bearing any such stamp, mark, or other thing as aforesaid,
he shall for every such offence be liable, on summary conviction before two
justices, to a penalty not exceeding twenty pounds.
NOTE
Provision
respecting protection of interest of members in shipping, &c.
32.
[Repealed by LloydÕs Act 1982, Sch. 3.]
Publication
of information under Merchant Shipping Act, &c.
33.
Section four hundred and forty-eight of The Merchant Shipping Act, 1854, shall
have effect as if the secretary of LloydÕs were therein mentioned instead of
the secretary of the Committee for managing the affairs of LloydÕs, and the
secretary of the Society shall accordingly continue to receive and publish in
manner therein directed the documents therein mentioned, and shall also at all
times receive and publish all such information relative to shipping and cargoes
as is from time to time sent to him for the purpose by the Board of Trade or by
their direction.
Power to
undertake recovery of wreck, &c.
34.
The Society may from time to time aid in or undertake in such manner as to them
seems fit the discovery, recovery, protection, and restoration or other
disposal of property before or after the passing of this Act wrecked, sunk,
lost, or abandoned, or found or recovered in, on, or beneath the sea or on the
shore, at home or abroad.
Salvage
operations as to wreck of Lutine
35.
The Society may from time to time do or join in doing all such lawful things as
they think expedient with a view to further salving from the wreck of the
Lutine, and hold, receive and apply for that purpose so much of the money to be
received by means of salving therefrom as they from time to time think fit, and
the net money produced thereby, and the said sum of twenty-five thousand
pounds, shall be applied for purposes connected with shipping or marine
insurance, according to a scheme to be prepared by the Society, and confirmed
by Order of Her Majesty in Council, on the recommendation of [ [[the
Financial Services Authority]] ], after or subject to such public notice
to claimants of any part of the money aforesaid to come in, and such
investigation of claims, and such barring of claims not made or not proved, and
such reservation of rights (if any), as [ [[the Financial Services
Authority]] ] think fit.
NOTE
Trusts of
capital stock
36.
[Repealed by LloydÕs Act 1911, s. 6.]
Indemnity
to trustees
37.
[Repealed by LloydÕs Act 1911, s. 6.]
Trustees
individually responsible
38.
[Repealed by LloydÕs Act 1911, s. 6.]
Agreements for
incorporation of other Societies, &c.
39.
The Society, and any other society, association, or corporation instituted for
purposes connected with shipping or [ . . . ] insurance, may from time to time
enter into and carry into effect such agreements as they think fit for the
incorporation with the Society of such other society, association, or
corporation, and for the transfer to the Society of the property and funds,
rights and liabilities, and officers and servants, of such other society,
association, or corporation, and for other the incidents and consequences of
such incorporation; but no such agreement shall have effect unless and until it
is confirmed by Order of Her Majesty in Council, on the recommendation of
[ [[the Financial Services Authority]] ], whereupon it shall have the
like operation as if the terms thereof had been enacted in this Act; and no
such agreement shall be recommended for confirmation as aforesaid if by virtue
thereof the Society would acquire any power or authority different from the
powers and authorities conferred on the Society by this Act.
NOTE
Saving for
liability of members, &c.
40.
Nothing in this Act shall confer limited liability on the members of the
Society, or in any manner restrict the liability of any member thereof in
respect of his individual undertakings, or make any member of the Society as
such responsible in any manner for any of the undertakings, debts, or
liabilities of any other member of the Society as such, or affect or interfere
with or empower the Society or the Committee to interfere with any business
whatever other than the business of [ . . . ] insurance carried on by any
member of the Society.
NOTE
Saving for
rights and powers of Crown, Board of Trade, &c., as to wreck
41.
Nothing in this Act shall take away, abridge, or prejudicially affect any
right, title, power, or authority vested in Her Majesty, her heirs or
successors, or in any admiral, vice-admiral, or lord of a manor, or in any
person or corporation, or in the Board of Trade, or in any receiver of wreck or
other officer under The Merchant Shipping Act, 1854, or otherwise in relation
to wreck, as defined in The Merchant Shipping Act, 1854, or any interest or
right of dealing of any shipowner or other person in or with any property before
or after the passing of this Act wrecked, sunk, lost, or abandoned, or found or
recovered in, on, or beneath the sea or on the shore, at home or abroad.
Savings
respecting exclusion from membership
42.
Nothing in this Act shall confer on the Society as incorporated by this Act any
right or power to exclude, by or under any byelaw or resolution or otherwise,
any person from membership of the Society by reason of anything done or omitted
before the passing of this Act, or confirm or enlarge any such right or power,
if existing at the passing of this Act, in the Establishment or Society of
LloydÕs, and on the other hand nothing in this Act shall take away from the
Society as incorporated by this Act any such right or power if so existing, or
abridge or weaken the same, or prevent the Society as incorporated by this Act
from exercising the same, but on the contrary such right or power if and as so
existing shall remain in and be exercisable by the Society as incorporated by
this Act, in the same cases and in like manner (if any) in which the same would
have existed in and been exercisable by the Establishment or Society of LloydÕs
if this Act had not been passed, but not further or otherwise.
Expenses of
Act
43.
The costs, charges, and expenses preliminary to and of and incidental to the
preparing, applying for, obtaining, and passing of this Act shall be paid by
the Society.
The
Schedule. The Fundamental Rules of the Society
1. There
shall be underwriting members and non-underwriting members.
2. A
non-underwriting member shall not underwrite in his own name at LloydÕs, or
empower another person to underwrite for him at LloydÕs.
3. All
underwriting business transacted at LloydÕs shall be conducted in the
underwriting rooms, and not elsewhere.
4. An
underwriting member shall not, by himself or by any partner or other
substitute, directly or indirectly, underwrite in the city of London a policy
of insurance as follows:
(1) In
the name of a partnership, or otherwise than in the name of one individual
(being an underwriting member of the Society) for each separate sum subscribed;
or,
(2) For
the account, benefit, or advantage, or any company or association, unless they
are subscribers to the Society, nor unless every policy underwritten for their
account, benefit, or advantage is underwritten in their ordinary place of
business.
5. A
member shall not open an insurance account in the name of any person not being
a member or subscriber.
NOTE
2. LloydÕs
Act 1888 (51 Vict. c. ii)
NOTE
3. LloydÕs
Signal Stations Act 1888 (51 & 52 Vict. c. xxix)
NOTE
4. LloydÕs
Act 1911 (1 & 2 Geo. V, c. lxii)
Arrangement
of Original Sections
Section.
Preamble.
1. Short
and collective titles.
2. Definition.
3. Extension
of objects.
4. Objects
of Society.
5. Amendment
of Act of 1871.
6. Transfer
to Society by Trustees of capital stock.
7. Purposes
for which capital stock &c. to be held by Society.
8. Society
may act as Trustee for certain purposes.
9. Powers
to the Society with reference to guarantees.
10. Power to
apply capital stock &c. to meet deficiency of guarantors &c.
11. Provision
respecting protection of interests of Members in shipping &c.
12. Power to
Committee to temporarily suspend Members.
13. Amendment
of Section 24 of Act of 1871.
14. Notices to
Members.
15. Costs of
Act.
Schedule.
An Act to
Extend the Objects of and confer Further Powers on LloydÕs and to Amend LloydÕs
Act 1871.
[18th
August, 1911]
WHEREAS by
LloydÕs Act 1871 (in this Act referred to as Òthe Act of 1871Ó) certain persons
were united into a Society or Corporation for the purposes of that Act and were
incorporated by the name of LloydÕs (which incorporated body was in the Act of
1871 and is in this Act referred to as Òthe SocietyÓ) and various powers were
conferred on the Society by the said Act:
And
whereas by the Act of 1871 the objects of the Society were declared inter alia
to be the carrying on of the business of marine insurance by Members of the
Society and the protection of the interests of Members of the Society and the
collection publication and diffusion of intelligence and information:
And
whereas further powers were conferred on the Society and further provisions
made with reference to the Society by LloydÕs Act 1888 and LloydÕs Signal
Stations Act 1888:
And
whereas the Members of the Society have in the past carried on at LloydÕs
insurance business other than marine insurance and it is expedient that the
objects of the Society should be extended to the carrying on of the business of
insurance other than marine insurance by Members of the Society and that
further powers should be conferred on the Society and the Committee of LloydÕs
as hereinafter in this Act provided:
And
whereas by the Act of 1871 it was directed that the capital stock of the
Society should be transferred to and kept in the names of four Members of the
Society as Trustees for the Members of the Society and such capital stock now
stands in the names of certain Members of the Society (hereinafter in this Act
called Òthe Trustees of the capital stockÓ) as Trustees for the Society and its
Members as in the said Act mentioned and it is expedient that the capital stock
should be transferred to and held by the Society:
And
whereas in pursuance of the Assurance Companies Act 1909 or the regulations or
requirements for the time being of the Society or the Committee or otherwise
Members of the Society furnish security in the form of either a deposit with a
trust deed or a guarantee or guarantees or partly in the one form and partly in
the other which security is available solely for the purpose of meeting their
liabilities in respect of policies underwritten by them or on their account at
LloydÕs and the Society have in the past acted as Trustee of certain of such
trust deeds and guarantees either solely or jointly with others and doubts have
arisen as to the power of the Society to so act and it is expedient that the
action of the Society in acting as such Trustee in the past should be confirmed
and that the Society should be authorised to act as Trustee of any trust deed
or guarantee furnished by any Member of the Society as aforesaid:
And
whereas it is expedient that the Society should be authorised itself to act as
guarantor either solely or jointly with any other guarantor or guarantors as
hereinafter in this Act provided and that the Society should in certain cases
be authorised to make good any deficiency arising by reason of the default of
any guarantor or the insufficiency of any security furnished by Members of the
Society as aforesaid:
And
whereas the purposes aforesaid cannot be effected without the authority of
Parliament:
MAY IT
THEREFORE PLEASE YOUR MAJESTY
That
it may be Enacted AND BE IT ENACTED by the KingÕs Most Excellent Majesty by and
with the advice and consent of the Lords Spiritual and Temporal and Commons in
this present Parliament assembled and by the authority of the same as follows:Ñ
Short and
collective titles
1.
This Act may be cited as LloydÕs Act 1911 and the Act of 1871 LloydÕs Signal
Stations Act 1888 and this Act may be cited and are hereinafter in this Act
referred to as LloydÕs Acts 1871 to 1911.
Definition
2.
In this Act the expression Òthe CommitteeÓ shall mean the Committee of LloydÕs
constituted under the Act of 1871.
Extension
of Objects
3.
The objects of the Society are hereby extended so as to include the carrying on
of the business of insurance of every description including guarantee business
by Members of the Society and the Act of 1871 shall be read and have effect
accordingly.
Objects of
Society
4.
Section 10 of the Act of 1871 and LloydÕs Act 1888 are hereby repealed and in
lieu thereof the following provision is hereby enacted and shall have effect
accordingly:Ñ
The
objects of the Society shall be:Ñ
The
carrying on by Members of the Society of the business of insurance of every
description including guarantee business;
The
advancement and protection of the interests of Members of the Society in
connection with the business carried on by them as Members of the Society and
in respect of shipping and cargoes and freight and other insurable property or
insurable interests or otherwise;
The
collection publication and diffusion of intelligence and information;
The doing
of all things incidental or conducive to the fulfilment of the objects of the
Society.
Amendment
of Act of 1871
5.
Sections 20 24 31 39 and 40 of the Act of 1871 shall be read and have effect as
if the word ÒmarineÓ had been omitted from such sections wherever the same
occurs in such sections and as if the word ÒinsuranceÓ where the same occurs in
those sections included guarantee business.
Transfer to
Society by Trustees of capital stock
6.
Within six months after the passing of this Act the capital stock of the
Society shall be transferred by the Trustees of the capital stock to the
Society and such Trustees shall on the request of the Society execute and do
all such acts and deeds as may be necessary to effect and carry out such
transfer and on such transfer being duly made the said Trustees shall be
released and discharged from their trust and cease to act as such Trustees and
Sections 36 37 and 38 of the Act of 1871 shall be repealed.
Purposes
for which capital stock, &c. to be held by Society
7.
The Society shall hold the funds and property of the Society and the income
therefrom for all or any of the following purposes:Ñ
(a) for
defraying the costs, charges and expenses incurred by the Society, the Council
or otherwise in the execution and carrying out of LloydÕs Acts 1871 to 1982;
(b) for
furthering the objects of the Society;
(c) for
making good any default by any member of the Society under any contract of
insurance underwritten at LloydÕs which in the opinion of the Council it is in
the interests of the members of the Society to make good;
(d) for
guaranteeing or securing, in such manner as the Council think fit, any debt or
obligation of or binding on the Society, any of its subsidiaries or any other
person;
(e) for
such other purposes (if any) as may from time to time be prescribed by byelaw;
and subject
thereto for the benefit of the members of the Society jointly.
NOTE
[Society
may act as Trustee for certain purposes]
8.Ñ(1) It
shall be lawful and shall be deemed always to have been lawful for the Society
to act as trustee either solely or jointly with any other person of any trust
deed or guarantee or other document relating to the insurance business carried
on at LloydÕs by Members of or Annual Subscribers to the Society.
(2) Any
trustee or trustees of any such trust deed or guarantee or other document as
aforesaid may transfer any trust fund subject to any such trust deed guarantee
or document to the Society and assign to the Society the benefit or advantage
to which he or they are entitled under any such trust deed guarantee or
document and on the execution of such transfer or deed of assignment the
Society shall be entitled to such trust fund and to all benefits and advantages
under any such trust deed guarantee or document in the same manner and to the
same extent and on the same trusts as such trustees held or were entitled to
the same.
NOTE
Powers to
Society with reference to guarantees
9.
Without prejudice to the provisions of section 7 of this Act the Society may
either by itself or jointly with any other guarantor or guarantors guarantee
the payment of claims and demands upon contracts of insurance underwritten at
LloydÕs and the Society may for such purposes enter into contracts and may
apply the funds and property of the Society and the income therefrom or any
part thereof for the purpose of discharging any liabilities of the Society
under any guarantees or contracts as aforesaid and the powers conferred on the
Society by this section may be exercised by the Council in accordance with
byelaws made under LloydÕs Act, 1982.
NOTE
Power to
apply capital stock, &c., to meet deficiency of guarantors, &c.
10.
[Repealed by LloydÕs Act 1982, Sch. 3.]
Provision
respecting protection of interests of Members in Shipping, &c.
11.
[Repealed by LloydÕs Act 1982, Sch. 3.]
Power to
Committee to temporarily suspend Members
12.Ñ(1)
If it be established to the satisfaction of the Committee at any meeting to be
held by them in accordance with the Act of 1871 or the bye-laws made thereunder
that any Member of the Society has been guilty of any act or default
discreditable to him as an underwriter or otherwise in connection with the
business of insurance including guarantee business the Committee may by a
resolution of a majority of not less than five-sixths of the Members of the
Committee present at any meeting duly convened for the purpose at which not
less than ten Members of the Committee are present resolve that such Member
shall for such period not exceeding two years as they shall determine be
suspended from carrying on insurance business including guarantee business as a
Member of the Society and on the passing of any such resolution and on notice
in writing thereof being given to any such Member so suspended such Member
shall cease to carry on as a Member of the Society any insurance business
including guarantee business for such period as may be fixed by such resolution
of the Committee Provided that any such Member so suspended may within seven
days of receipt of notice of any such resolution give notice in writing to the
Committee of his desire to appeal to a General Meeting of the Society against
the resolution of the Committee under this section and if such notice of appeal
be given by such Member the Committee shall summon a General Meeting of the
Society to be held within forty-two days after the receipt of such notice of appeal
but not before the expiration of a period of twenty-one days after the
Committee shall have given notice of such General Meeting to such Member by
letter delivered to him personally or addressed to him by post at LloydÕs and
the resolution of the Committee shall be submitted to the Meeting for
confirmation and the Meeting shall have power to confirm the same and the
decision of the Meeting shall be final and in the event of any such appeal and
pending such confirmation the resolution of the Committee shall be inoperative.
If within fifteen minutes after the time appointed for the Meeting one hundred
Members of the Society are not present the Meeting shall be adjourned to a day
and hour (not less than seven days nor more than fourteen days after the day of
adjournment) to be fixed and declared by the Chairman of the Meeting and no
further notice of the adjourned Meeting need be given and the adjourned Meeting
shall be held on the day and at the hour so fixed and declared and if within
fifteen minutes after the time appointed for the adjourned Meeting one hundred
Members of the Society are not present then the resolution of the Committee
shall be deemed not to have been confirmed and shall be inoperative in all
respects as if it had never been passed by the Committee.
(2) No
resolution of the Meeting or adjourned Meeting confirming the resolution of the
Committee shall be effective unless the same shall be passed at such Meeting or
adjourned Meeting or on any ballot taken in pursuance of a demand made thereat
(which demand may be made by the Member himself or by six or more Members
present) by a majority of not less than three-fourths of the Members present
and voting at such Meeting or on such ballot and if no effective resolution
shall be passed at such Meeting or adjourned Meeting or on such ballot
confirming the resolution of the Committee then such resolution of the
Committee shall be deemed to be revoked and shall be inoperative in all
respects as if it had never been passed by the Committee.
(3) A
declaration by the Chairman of any General Meeting or adjourned General Meeting
held in pursuance or for the purposes of this section as to the number of
Members of the Society present or as to the insufficiency of the number of
those present to form a quorum or as to the passing or otherwise of a
resolution at any such General Meeting shall be final and conclusive.
(4) The
Committee shall publish in the rooms at LloydÕs the effect of any resolution
passed by them under the provisions of this section after the date of the
expiration of the time limited for appealing against such resolution and in the
event of there being no such appeal and in the event of there being an appeal
the Committee shall in like manner publish the confirmation or non-confirmation
(as the case may be) of such resolution.
NOTE
Amendment
of section 24 of Act of 1871
13.
[Repealed by LloydÕs Act 1982, Sch. 3.]
Notices to
Members
14.
All notices summoning General Meetings and other notices to Members of the
Society under the provisions of LloydÕs Acts 1871 to 1911 or of any bye-laws
under any of such Acts not specially directed by any such Acts or bye-laws
thereunder to be otherwise given shall be given by posting the same in the
rooms at LloydÕs or in such other manner as may be prescribed by the bye-laws
of the Society.
Costs of
Act
15.
The costs charges and expenses of and incidental to the preparing applying for
obtaining and passing of this Act shall be borne and paid by the Society.
The
Schedule
[Repealed
by LloydÕs Act 1951, s. 6(2).]
5. LloydÕs
Act 1925 (15 & 16 Geo. V, c. xxvi)
NOTE
6. LloydÕs
Act 1951 (14 & 15 Geo. ViÑc. viii)
Arrangement
of Original Sections
Section.
1. Short
and collective titles.
2. Interpretation.
3. Powers
of Society to borrow.
4. Saving
for powers of Treasury.
5. Society
may act as trustee for certain purposes.
6. Extension
of powers of Society with reference to guarantees.
7. Miscellaneous
amendments of LloydÕs Acts.
8. Costs
of Acts.
An Act to
confer further powers on LloydÕs to amend LloydÕs Acts 1871 to 1925 and for
other purposes.
[26th April
1951]
WHEREAS by
LloydÕs Act 1871 (in this Act referred to as Òthe Act of 1871Ó) certain persons
were united into a society or corporation for the purposes of that Act and were
incorporated by the name of LloydÕs (which incorporated body was in the Act of
1871 and is in this act referred to as Òthe SocietyÓ) and various powers were
conferred upon the Society by the said Act:
And
whereas by LloydÕs Act 1911 the objects of the Society were extended and now
include the carrying on by members of the Society of the business of insurance
of every description including guarantee business the advancement and
protection of the interests of members of the Society in connection with the
business carried on by them as members of the Society and in respect of
shipping and cargoes and freight and other insurable property or insurable
interests or otherwise the collection publication and diffusion of intelligence
and information and the doing of all things incidental or conducive to the
fulfilment of the objects of the Society:
And
whereas further powers were conferred on the Society and further provisions
were made with reference to the Society by LloydÕs Signal Stations Act 1888
LloydÕs Act 1911 and LloydÕs Act 1925:
And
whereas the number of and the business carried on by members of the Society and
the activities of the Society have increased and are increasing and the Society
desires to erect and fit up new premises for its accommodation and the accommodation
of its members and for other purposes and to borrow money but doubts have
arisen as to whether it has power to borrow for that or any other purpose and
it is expedient that the provisions of this Act with respect thereto be
enacted:
And
whereas in addition to members there are annual subscribers to and associates
of the Society and others who may be granted admission to the rooms of the
Society and who enjoy such privileges as the committee of the Society from time
to time determine:
And
whereas under section 8 of LloydÕs Act 1911 the Society may act as trustee
either solely or jointly with any other person of any trust deed or guarantee
or other document furnished to the Society by any member of the Society as
security for meeting his liabilities under policies underwritten by him or on
his account at LloydÕs and it is expedient to extend the powers of the Society
under that section in manner provided by this Act:
And
whereas under section 9 of LloydÕs Act 1911 the Society may for the purposes
mentioned in that section either by itself or jointly with any other guarantor
or guarantors guarantee the payment of claims and demands upon policies of
insurance including guarantees underwritten by members of the Society or on
their account at LloydÕs subject as mentioned in the said section and it is
expedient to extend the powers of the Society under that section in manner
provided by this Act:
And
whereas it is expedient that the other provisions of this Act be enacted:
And
whereas the objects of this Act cannot be effected without the authority of
Parliament:
May
it therefore please Your Majesty that it may be enacted and be it enacted by
the KingÕs most Excellent Majesty by and with the advice and consent of the
Lords Spiritual and Temporal and Commons in this present Parliament assembled
and by the authority of the same as follows:Ñ
Short and
collective titles
1.Ñ(1)
This Act may be cited as LloydÕs Act 1951.
(2)
LloydÕs Acts 1871 to 1925 and this Act may be cited together as LloydÕs Acts
1871 to 1951.
Interpretation
2.
In this Act unless there is something in the subject or context repugnant to
such constructionÑ
Òthe
Act of 1871Ó means LloydÕs Act 1871;
Òthe
Act of 1911Ó means LloydÕs Act 1911;
Òthe
committeeÓ means the Committee of LloydÕs constituted under the Act of 1871;
Òthe
societyÓ means the society incorporated by the Act of 1871 by the name of
LloydÕs.
Powers of
Society to borrow
3.Ñ(1)
The Society may raise or borrow money and secure the same and any interest
thereon upon any property of the Society either in order to acquire any land or
to develop and turn to account any land acquired by or in which the Society is
interested (and in particular by constructing altering pulling down
reconstructing decorating furnishing fitting up maintaining and improving
buildings and whether the same shall be intended for occupation or part
occupation of the Society or its members or subscribers or otherwise) or for
any other purpose of the Society.
(2) The
powers conferred on the Society by this section may be exercised by the
committee: [ . . . ]
NOTE
Saving for
powers of Treasury
4.
[Repealed by LloydÕs Act 1982, Sch. 3.]
Society may
act as trustee for certain purposes
5.Ñ(1)
It shall be lawful and shall be deemed always to have been lawful for the
Society to act as trustee either solely or jointly with any other person of any
trust deed or guarantee or other document [ . . . ].
NOTE
(2) Any
trustee or trustees of any such trust deed or guarantee or other document as
aforesaid may transfer any trust fund subject to any such trust deed guarantee
or document to the Society and assign to the Society the benefit or advantage
to which he or they are entitled under any such trust deed guarantee or
document and on the execution of such transfer or deed of assignment the
Society shall be entitled to such trust fund and to all benefits and advantages
under any such trust deed guarantee or document in the same manner and to the
same extent and on the same trusts as such trustees held or were entitled to
the same.
(3) Section
8 (Society may act as trustee for certain purposes) of the Act of 1911 is
hereby repealed.
(4) (a)
Notwithstanding the repeal of the said section 8 any trust deed guarantee
document transfer deed of assignment or other instrument of whatsoever nature
entered into or made under the powers of that section and in force immediately
before the passing of this Act shall continue in full force and effect in every
respect and may be enforced as fully and effectually as if that section had not
been repealed.
(b) The
mention of particular matters in this subsection shall not be held to prejudice
or affect the general application of section 38 (Effect of repeal in future
Acts) of the Interpretation Act 1889 with regard to the effect of repeals.
Extension
of powers of Society with reference to guarantees
6.Ñ(1)
Section 9 (Powers to Society with reference to guarantees) of the Act of 1911
shall have effect subject to the following amendments:Ñ
(a) In
subsection (1) the following provisions shall be and are hereby repealed:Ñ
(i) the
words from the beginning of the subsection to the words Òmember of the SocietyÓ
where those words first occur;
(ii) paragraphs
(A) and (B) of the proviso;
(b) The
following subsection shall be substituted for subsection (3):Ñ
Ò(3)
The Society shall notify the Board of Trade of any guarantee given by the
Society pursuant to this section and shall furnish to the Board of Trade such
further information (if any) in relation to such guarantee as the Board may at
any time require.Ó
(2) The
schedule to the Act of 1911 is hereby repealed.
NOTE
Miscellaneous
amendments of LloydÕs Acts
7.Ñ(1)
In section 20 (Exclusion from membership for violation of fundamental rules
&c.) of the Act of 1871 the words Òthe Arbitration Act 1950 or any
statutory modification or re-enactment thereof for the time being in forceÓ
shall be substituted for the words Òthe Common Law Procedure Act 1854 relative
to arbitrations.Ó
(2) In
section 10 (Power to apply capital stock &c. to meet deficiency of
guarantors &c.) of the Act of 1911 the words Òand the Assurance Companies
Act 1946 or any statutory modification or re-enactment thereof for the time
being in forceÓ shall be inserted after the words Òthe Assurance Companies Act
1909Ó wherever those words occur.
Costs of
Act
8.
The costs charges and expenses of and incidental to the preparing applying for
obtaining and passing of this Act shall be paid by the Society.
7. LloydÕs
Act 1982 (Chapter XIV)
Arrangement
of Sections
Section.
1. Citation.
2. Interpretation.
3. The
Council.
4. The
Chairman and Deputy Chairmen of LloydÕs.
5. The
Committee.
6. Powers
of the Council and of the Committee.
7. The
Disciplinary Committee and the Appeal Tribunal.
8. Insurance
business.
9. Cessation
of membership on bankruptcy.
10. Restrictions
affecting LloydÕs brokers.
11. Restrictions
affecting managing agents.
12. Interpretation
of sections 10 and 11.
13. Application
of certain provisions of Companies Act 1948.
14. Liability
of the Society, etc.
15. Repeals and
amendments.
16. Existing
byelaws to continue in force.
17. Transitional
provisions.
18. Costs of
Act.
SCHEDULES:
Schedule
1ÑClassification of members of the Society.
Schedule
2ÑPurposes for which byelaws may be made.
Schedule
3ÑRepeals.
Schedule
4ÑTransitional provisionsÑ
Part IÑThe
first members of the Council.
Part
IIÑOther transitional provisions.
An Act to
establish a Council of LloydÕs; to define the functions and powers of the said
Council; to amend and repeal certain provisions of LloydÕs Acts 1871 to 1951;
and for other purposes.
[23rd July,
1982]
WHEREASÑ
(1) By
LloydÕs Act 1871 certain persons were united into a society or corporation for
the purposes of that Act and were incorporated by the name of LloydÕs (hereinafter
referred to as Òthe SocietyÓ) and various powers were conferred upon the
Society by the said Act:
(2) By
the said Act of 1871 there was established a committee of members of the
Society called the Committee of LloydÕs to have the management and superintendence
of the affairs of the Society and to exercise all the powers of the Society
(except as in the said Act provided), subject to control and regulation by a
general meeting of the members of the Society:
(3) By
the said Act of 1871 the members of the Society in general meeting were
empowered to make byelaws for the purposes provided in that Act and generally
for the better execution of the Act and the furtherance of the objects of the
Society, and byelaws have from time to time been so made:
(4) Further
powers were conferred on the Society and on the members of the Society in
general meeting by LloydÕs Act 1911, LloydÕs Act 1925 and LloydÕs Act 1951:
(5) Since
1968 the number of persons resident outside the United Kingdom admitted as
members of the Society and the total number of members of the Society have both
greatly increased so that it is no longer practical or expedient for the
members of the Society to exercise in general meeting the powers reserved to
them by the Acts hereinbefore mentioned:
(6) It
is expedient in order to enable the Society to regulate the management of its
affairs in accordance with both present-day requirements and practice and the
interests of LloydÕs policyholders thatÑ
(a) there
should be established a Council of LloydÕs to have control over the management
and regulation of the affairs of the Society;
(b) the
said Council should have power to make byelaws for the purposes of such
management and regulation, including byelaws making provision for and
regulating the admission, suspension and disciplining of members of the
Society, LloydÕs brokers, underwriting agents and others; and
(c) certain
provisions in LloydÕs Acts 1871 to 1951 should be amended or repealed:
(7) It
is expedient that the other provisions contained in this Act should be enacted:
(8) The
purposes of this Act cannot be achieved without the authority of Parliament:
May
it therefore please Your Majesty that it may be enacted, and be it enacted, by
the QueenÕs most Excellent Majesty, by and with the advice and consent of the
Lords Spiritual and Temporal, and Commons, in this present Parliament
assembled, and by the authority of the same, as follows:Ñ
Citation
1.Ñ(1)
This Act may be cited as LloydÕs Act 1982.
(2) LloydÕs
Acts 1871 to 1951 and this Act may be cited together as LloydÕs Acts 1871 to
1982.
Interpretation
2.Ñ(1)
In this Act, unless the context otherwise requiresÑ
Òthe Act of
1871Ó and Òthe Act of 1911Ó mean respectively LloydÕs Act 1871 and LloydÕs Act
1911;
Òannual
subscriberÓ means a person admitted to the Room as an annual subscriber;
ÒAppeal
TribunalÓ means the appeal tribunal established pursuant to section 7 (1) (b)
of this Act;
ÒassociateÓ
means a person admitted to the Room as an associate;
Òthe
CommitteeÓ means the committee constituted by section 5 of this Act;
Òthe
CouncilÓ means the council constituted by section 3 of this Act;
ÒdirectorÓ
includes any person occupying the position of director by whatever name called;
ÒDisciplinary
CommitteeÓ means a disciplinary committee established pursuant to section 7 (1)
(a) of this Act;
Òexternal
member of the CouncilÓ means a member of the Council elected pursuant to
section 3 (2) (b) of this Act;
Òexternal
member of the SocietyÓ means a member of the Society who is not a working
member of the Society;
ÒLloydÕs
brokerÓ means a partnership or body corporate permitted by the Council to broke
insurance business at LloydÕs;
ÒmanagerÓ
in relation to a LloydÕs broker or underwriting agent, means a person who
exercises managerial functions under the immediate authority of the board of
directors, or any member thereof, or of the partners, or any one of them, as
the case requires, of the LloydÕs broker or underwriting agent;
Òmember of
the SocietyÓ means a person admitted to membership of the Society;
Ònominated
member of the CouncilÓ means a member of the Council appointed pursuant to
section 3 (2) (c) of this Act;
Ònon-underwriting
memberÓ means a member of the Society who is not an underwriting member;
Òrelated
companyÓ, in relation to any company, means any body corporateÑ
(a) which
is that companyÕs subsidiary; or
(b) of
which that company is a subsidiary; or
(c) which
is a subsidiary of that companyÕs holding company;
and
Òholding companyÓ shall have the meaning given by section 154 of the Companies
Act 1948 which shall be construed with any necessary modifications where
applied to a company incorporated under the law of a country outside the United
Kingdom;
Òthe RoomÓ
means the principal room or rooms in the SocietyÕs premises in the city of
London for the time being designated by the Council for the purposes of
underwriting;
Òthe
SocietyÓ means the society incorporated by the Act of 1871 by the name of
LloydÕs;
Òspecial
resolutionÓ means a resolution of the Council passed by separate majorities of
bothÑ
(a) all
the working members of the Council for the time being; and
(b) all
the members for the time being of the Council who are not working members of
the Council as aforesaid, that is to say, the external members of the Council
and the nominated members of the Council;
ÒsubsidiaryÓ
shall have the meaning given by section 154 of the Companies Act 1948 which
shall be construed with any necessary modifications where applied to a company
incorporated under the law of the country outside the United Kingdom;
NOTE
Òunderwriting
agentÓ means a person permitted by the Council to act as an underwriting agent
at LloydÕs;
Òunderwriting
memberÓ means a person admitted to the Society as an underwriting member;
Òworking
member of the CouncilÓ means a member of the Council elected pursuant to
section 3 (2) (a) of this Act;
Òworking
member of the SocietyÓ meansÑ
(a) a
member of the Society who occupies himself principally with the conduct of
business at LloydÕs by a LloydÕs broker or underwriting agent; or
(b) a
member of the Society who has gone into retirement but who immediately before
his retirement so occupied himself.
(2) For
the purposes of this Act (except sections 10, 11 and 12)Ñ
(a) a
person controls a partnership or body corporate ifÑ
(i) the
partners of the partnership, or the directors of the body corporate, or the
directors of another company of which the body corporate is a subsidiary, are
accustomed to act in accordance with that personÕs directions or instructions
(otherwise than by reason only that they act on advice given in a professional
capacity); or
(ii) in
the case of a body corporate that person either alone or with any associate or
associates (as defined in section 7 (8) of the Insurance Companies Act 1981) is
entitled to exercise or control the exercise of one-third or more of the voting
power at any general meeting of the body corporate or of another company of
which the body corporate is a subsidiary;
(b) a
partnership or body corporate is connected with LloydÕs if it is a LloydÕs
broker or an underwriting agent, or controls or is controlled by a LloydÕs
broker or an underwriting agent, or is owned or controlled by a person who also
controls a LloydÕs broker or an underwriting agent.
The Council
3.Ñ(1)
There shall be a Council of LloydÕs.
(2) Subject
to subsection (3) below, the members of the Council shall beÑ
(a) sixteen
working members of the Council elected from among the working members of the
Society by those members of the Society whose names are shown on Part I of the
Register referred to in Schedule 1 to this Act as working members of the
Society;
(b) eight
external members of the Council elected from among the external members of the
Society by those members of the Society whose names are shown on Part II of
such Register as external members of the Society;
(c) three
nominated members of the Council appointed by the Council by special
resolution, whose appointments shall not take effect unless and until confirmed
by the Governor for the time being of the Bank of England:
Provided
that a person who is a member of the Society or an annual subscriber or an
associate shall not be eligible for appointment as a nominated member of the
Council.
(3) The
Council may by byelaw increase or decrease the number of its members and
specify the manner in which such increase or decrease may be effected:
Provided
that the number of places available to working members of the Society at any
election to the Council shall be such that if filled by such members not more
than two-thirds of the members of the Council would be working members of the
Council.
(4) The
Council may by byelaw limit the number of places which at any election to the
Council shall be available to working members of the Society who areÑ
(a) engaged
(as a partner, director or employee) or interested in any way (directly or
indirectly) in any one partnership or body corporate which is connected with
LloydÕs, and for the purposes of this paragraph and any byelaw made hereunderÑ
(i) a
body corporate which is controlled by a partnership connected with LloydÕs or
by any partner or partners therein shall be deemed to form part of that
partnership; and
(ii) a
related company of a body corporate connected with LloydÕs shall be deemed to
form part of that body corporate;
(b) principally
occupied with such class or classes of insurance business at LloydÕs or in such
capacities as the Council may by byelaw specify.
(5) Subject
to the provisions of this section, the Council shall by byelaw regulateÑ
(a) the conduct
of elections of members of the Council, including inter alia the system of
voting at any such election;
(b) the
number of members of the Council to be elected at each election;
(c) eligibility
and nomination for membership of the Council;
(d) the
term of office of members of the Council;
(e) any
other matter connected with any of the aforesaid matters:
Provided
thatÑ
(i) the
term of any duly elected or appointed member of the Council shall not be
extended during the term of office of such member;
(ii) subject
to paragraph (iii) below, a working member of the Council shall not be eligible
for re-election as a working member of the Council for a term commencing sooner
than one year after the expiry of his last previous term as a working member of
the Council; and
(iii) the
Chairman of LloydÕs and each of the Deputy Chairmen of LloydÕs shall, if the
Council shall from time to time so determine in respect of any one (but not
more) of their number, be eligible for immediate re-election once only.
The
Chairman and Deputy Chairmen of LloydÕs
4.
The council shall annually elect from among the working members of the Council
a Chairman of the Council, who shall be called the ÒChairman of LloydÕsÓ, and
two or more Deputy Chairmen of the Council, each of whom shall be called a
ÒDeputy Chairman of LloydÕsÓ.
The
Committee
5.Ñ(1)
There shall be a Committee of LloydÕs.
(2) The
working members of the Council shall constitute the Committee.
(3) The
Committee shall annually electÑ
(a) the
Chairman of the Council, or such other member of the Committee as it thinks
fit, to be the Chairman of the Committee; and
(b) the
Deputy Chairmen of the Council, or such two or more members of the Committee as
it thinks fit, to be the Deputy Chairmen of the Committee.
Powers of
the Council and of the Committee
6.Ñ(1)
The Council shall have the management and superintendence of the affairs of the
Society and the power to regulate and direct the business of insurance at
LloydÕs and it may lawfully exercise all the powers of the Society, but all
powers so exercised by the Council shall be exercised by it in accordance with
and subject to the provisions of LloydÕs Acts 1871 to 1982 and the byelaws made
thereunder.
(2) The
Council mayÑ
(a) make
such byelaws as from time to time seem requisite or expedient for the proper
and better execution of LloydÕs Acts 1871 to 1982 and for the furtherance of
the objects of the Society, including such byelaws as it thinks fit for any or
all of the purposes specified in Schedule 2 to this Act; and
(b) amend
or revoke any byelaw made or deemed to have been made hereunder.
(3) Any
byelaw made under this Act and any amendment or revocation of any byelaw so
made or deemed to have been so made shall be made by special resolution.
(4) (a)
If, within 60 days of the promulgation of any byelaw or the promulgation of any
amendment to or revocation of any byelaw, or within such longer period as the
Council may determine, a notice in writing signed by not less than 500 members
of the Society is served upon the Council requesting that such byelaw,
amendment or revocation be submitted to the members of the Society in general
meeting, the Council shall convene a general meeting of the Society for that
purpose.
(b) If,
at a meeting of the members of the Society convened pursuant to paragraph (a)
above, a resolution to revoke such byelaw or amendment or to annul such
revocation is passed by a majority of members voting in person or by proxy and
the number of members voting in favour of such resolution represents at least
one-third of the total membership of the Society, such byelaw, amendment or
revocation shall thereby be revoked or annulled, as the case may be.
(c) A
resolution passed pursuant to paragraph (b) above shall not affect anything
done or omitted to be done before the resolution is passed, and in particularÑ
(i) in
the case of a resolution revoking a byelaw or amendment, shall not affect the
previous operation of the byelaw or amendment;
(ii) in
the case of a resolution annulling the revocation of a byelaw, shall revive the
byelaw only from the date of the resolution.
(d) The
Council shall by byelaw regulate the calling and conduct of meetings convened
pursuant to paragraph (a) above and the system of voting thereat.
(5) Subject
to subsections (6) and (10) of this section, the Council may, by special
resolution, delegate the exercise of such of its powers or functions under this
Act as are not required to be exercised by special resolution to any one or
more of the following, that is to say:Ñ
(a) the
Chairman of LloydÕs;
(b) a
Deputy Chairman of LloydÕs;
(c) the
Committee;
(d) the
Chairman of the Committee;
(e) a
Deputy Chairman of the Committee;
(6) The
Council may, by special resolution, delegateÑ
(a) to
the Committee but not otherwiseÑ
(i) the
making of regulations regarding the business of insurance at LloydÕs; and
(ii) the
carrying out or exercise of any duties, responsibilities, rights, powers or
discretions imposed or conferred upon the Council by any enactment (other than
an enactment in this Act) or regulation made in pursuance thereof or by any
other instrument having the effect of law or by any other document or
arrangement whatsoever, whether or not such enactment, regulation, instrument,
document, or arrangement shall be in force or in existence on the day when this
Act comes into force, in so far as such delegation is not prohibited by any
enactment, regulation, instrument, document or arrangement;
(b) to
the Committee or to the Chairman of the Committee or to a Deputy Chairman of
the Committee but not otherwise the giving of directions regarding the business
of insurance at LloydÕs to any member of the Society, LloydÕs broker,
underwriting agent, director or partner of a LloydÕs broker or underwriting
agent or person who works for a LloydÕs broker or underwriting agent in such
capacity as may be specified by the Council (whether or not the acts required
to be done or not done by such direction are already required to be done or not
done by the provisions of LloydÕs Acts 1871 to 1982, or of byelaws made
thereunder, or of such regulations as are referred to in paragraph (a) (i)
above).
(7) Nothing
in subsections (5) and (6) above shall operate to limit the power of the
Council or of the Committee to act by persons, committees, sub-committees or
other bodies of persons, whose members may include persons who are not members
of the Society, or by the employees of the Society.
(8) (a)
Within 7 days of the making of any regulation by the Committee in the exercise
of powers delegated pursuant to subsection (6) above, the Committee shall give
notice thereof to the Council and within 60 days of the making of such
regulation a member of the Council may, by notice in writing to the Council,
request that such regulation be ratified by the Council by special resolution,
but, subject to the provisions of paragraph (b) below, such regulation shall
remain in full force and effect and nothing done in pursuance of it shall be
invalidated.
(b) If,
upon a vote of the Council pursuant to a request under paragraph (a) above,
such regulation is not ratified by special resolution it shall thereupon cease
to have effect provided that if no vote pursuant to such request is taken
within 60 days following the receipt by the Council of such request such
regulation shall upon the expiry of such period cease to have effect.
(c) A
regulation ratified by the Council by special resolution shall be deemed for
the purposes of subsection (4) above to be a byelaw made by the Council in the
exercise of its powers under subsection (2) above.
(9) A
direction given by the Chairman of the Committee or a Deputy Chairman of the
Committee in the exercise of powers delegated pursuant to paragraph (b) of
subsection (6) above shall cease to have effect after 7 days unless continued
by the Committee.
(10) A
delegation under this section is revocable by special resolution of the Council
and shall not prevent the exercise of a power or the performance of a function
by the Council itself.
(11) No
act or proceeding of the Council or Committee shall be invalidated in
consequence only of there beingÑ
(a) a
vacancy or vacancies in the membership of the Council or Committee at the time
of such act or proceeding being done or taken; or
(b) some
defect in the election or appointment of any member of the Council or
Committee.
The
Disciplinary Committee and the Appeal Tribunal
7.Ñ(1)
The Council shall by byelawÑ
(a) (i)establish,
provide for the constitution of and define the powers of a Disciplinary
Committee or Committees, provided that the majority of the members of any such
Disciplinary Committee shall be members of the Society (who need not be members
of the Council); and
(ii)subject
to subsection (3) below, specify the grounds upon which in furtherance of the
objects of the Society disciplinary proceedings may be instituted against and
penalties or sanctions may be imposed upon any member of the Society, annual
subscriber, LloydÕs broker, underwriting agent or such other class of persons
as may be so specified;
(b) (i)establish,
provide for the constitution of and define the powers of an Appeal Tribunal to
hear and determine appeals (whether or not in the exercise of its disciplinary
powers and functions), provided that the President and Deputy President of such
Appeal Tribunal, who shall both be appointed by the Council, shall not be
members of the Society; and
(ii)specify
the class or classes of decisions, findings, orders, acts or omissions against
which there shall lie a right of appeal to such Appeal Tribunal.
(2) All
disciplinary powers and functions of the Council, except the power to confirm,
modify or grant dispensation in respect of any penalty or sanction imposed by a
Disciplinary Committee or the Appeal Tribunal, shall be exercisable only by a
Disciplinary Committee and, in respect of appeals which lie from decisions,
findings, orders, acts or omissions of a Disciplinary Committee, only by the
Appeal Tribunal.
(3) The
grounds upon which disciplinary proceedings may be instituted and penalties or
sanctions may be imposed by virtue of byelaws made pursuant to subsection (1)
above, may include breach of or failure to observe any regulation or direction
made or given pursuant to subsection (6) of section 6 (Powers of the Council
and of the Committee) of this Act, provided that:
(a) no
penalty or sanction shall be imposed for any breach of or failure to observe
any regulation made by the Committee which has ceased to have effect in the
circumstances specified in subsection (8) of the said section 6;
(b) no
penalty or sanction shall be imposed for any breach of or failure to observe
any direction given by the Chairman of the Committee or a Deputy Chairman of
the Committee unless and until such direction has been ratified by the
Committee;
(c) any
person in relation to whom a direction is given may, by notice in writing to
the Council, request that the same be ratified by the Council, by special
resolution as soon as practicable, and in default of such ratification no
penalty or sanction shall be imposed for such breach or failure, provided that
pending such ratification the direction shall remain in full force and effect
and nothing done in pursuance of it shall be invalidated.
(4) (a)
For the purpose of any proceedings before a Disciplinary Committee or the
Appeal Tribunal the Disciplinary Committee or the Appeal Tribunal may
administer oaths, and any party to the proceedings may sue out writs of
subpoena ad testificandum and duces tecum, but no person shall be compelled
under any such writ to produce any document which he could not be compelled to
produce on the trial of any action.
(b) The
provisions of section 36 of the Supreme Court Act 1981 (which provide a special
procedure for the issue of such writs so as to be in force throughout the
United Kingdom) shall apply in relation to any proceedings before a
Disciplinary Committee or the Appeal Tribunal as they apply in relation to
causes or matters in the High Court.
(5) Any
person other than a member of the Society in respect of whom disciplinary proceedings
are taken under this Act shall be deemed for the purposes of paragraph 8 of
Part II of the Schedule to the Defamation Act 1952 to be a person who is
subject by virtue of a contract to the control of the Society.
Insurance
business
8.Ñ(1)
An underwriting member shall be a party to a contract of insurance underwritten
at LloydÕs only if it is underwritten with several liability, each underwriting
member for his own part and not one for another, and if the liability of each
underwriting member is accepted solely for his own account.
(2) An
underwriting member (not being himself an underwriting agent) shall underwrite
contracts of insurance at LloydÕs only through an underwriting agent.
(3) An
underwriting member shall in the course of his underwriting business at LloydÕs
accept or place business only from or through a LloydÕs broker or such other
person as the Council may from time to time by byelaw permit.
(4) Breach
of any of subsections (1) to (3) above shall constitute an act or default in respect
of which disciplinary proceedings may be brought in accordance with byelaws
made under section 7 (The Disciplinary Committee and the Appeal Tribunal) of
this Act.
Cessation
of membership on bankruptcy
9.
In the event of a member of the Society being adjudicated bankrupt, or being
adjudicated or declared insolvent, by the due process of law of a country
within the
European
Economic Community the Council shall forthwith declare his membership to have
ceased:
Provided
that if such adjudication or declaration is set aside on appeal or otherwise
the Council shall take immediate action to cancel its declaration.
Restrictions
affecting LloydÕs brokers
10.Ñ(1)
Save as provided in subsections (3) and (4) of this section, the Council shall
not permit a person to act as a LloydÕs broker if that person is a managing
agent or is associated with a managing agent.
(2) A
person is for the purposes of this section associated with a managing agent if
that person is a partner in or, subject to paragraph (h) of subsection (1) of
section 12 (Interpretation of sections 10 and 11) of this Act, owns any
interest in a managing agent or if that person supplies the services of any
individual who works regularly or from time to time in a relevant capacity for
a managing agent.
(3) If
at the date of commencement of this Act a person who is a LloydÕs broker is
associated with a managing agent subsection (1) above shall not apply by reason
of such association to that LloydÕs broker for five years from that date:
Provided
that if during such period of five years any change shall occur in the factors
by reason of which the LloydÕs broker is so associated (other than a change
which results in a termination of such association), which the Council shall
determine to be a change which is relevant for the purpose of this section,
subsection (1) above shall thereupon apply to that LloydÕs broker by reason of
such association.
(4) If
at any time after the date of commencement of this Act a LloydÕs broker becomes
associated with a managing agent, the Council may permit the LloydÕs broker to
continue to broke insurance business at LloydÕs for such period not exceeding
six months as the Council may specify on terms that the LloydÕs broker shall,
on or before the expiry of such period, either cease to be associated with such
managing agent or cease to be a LloydÕs broker:
Provided
that in an exceptional case, in which a longer period than six months is shown
to the satisfaction of the Council to be necessary for the purpose of the due administration
of the estate of a deceased individual, the Council may permit a further
continuance of the association only for such period as is necessary for such
purpose.
Restrictions
affecting managing agents
11.Ñ(1)
Save as provided in subsections (4) and (5) of this section, the Council shall
not permit a person to act as a managing agent if that person is a LloydÕs
broker or is associated with a LloydÕs broker.
(2) A
person being a partnership or body corporate is for the purposes of this
section associated with a LloydÕs broker if that person is a partner in, or,
subject to paragraph (h) of subsection (1) of section 12 (Interpretation of
sections 10 and 11) of this Act, owns any interest in a LloydÕs broker.
(3) A
person being an individual is for the purposes of this section associated with
a LloydÕs broker if that individual is a partner in, or is a director of, or
subject to paragraph (h) of subsection (1) of the said section 12, owns any
interest in a LloydÕs broker.
(4) If
at the date of commencement of this Act a person who is a managing agent is
associated with a LloydÕs broker subsection (1) above shall not apply by reason
of such association to that managing agent for five years from that date:
Provided
that if during such period of five years any change shall occur in the factors
by reason of which the managing agent is so associated (other than a change
which results in a termination of such association), which the Council shall
determine to be a change which is relevant for the purpose of this section,
subsection (1) above shall thereupon apply to that managing agent by reason of
such association.
(5) If
at any time after the date of commencement of this Act a managing agent becomes
associated with a LloydÕs broker, the Council may permit the managing agent to
continue to act as such managing agent for such period not exceeding six months
as the Council may specify on terms that the managing agent shall, on or before
the expiry of such period, either cease to be associated with such LloydÕs
broker or cease to be a managing agent:
Provided
that in an exceptional case, in which a longer period than six months is shown
to the satisfaction of the Council to be necessary for the purpose of the due
administration of the estate of a deceased individual, the Council may permit a
further continuance of the association only for such period as is necessary for
such purpose.
Interpretation
of sections 10 and 11
12.Ñ(1)
For the purposes solely of section 10 (Restrictions affecting LloydÕs brokers)
and section 11 (Restrictions affecting managing agents) of this Act:Ñ
(a) Òmanaging
agentÓ shall mean a person who is permitted by the Council in the conduct of
his business as an underwriting agent to perform for an underwriting member one
or more of the following functions:Ñ
(i) underwriting
contracts of insurance at LloydÕs;
(ii) reinsuring
such contracts in whole or in part;
(iii) paying
claims on such contracts;
and
references to a Òmanaging agentÓ shall include in additionÑ
(A) if a
managing agent is a body corporate, any holding company and any person who
controls the managing agent or any holding company;
(B) if a
managing agent is a partnership, any person who is a partner in such
partnership, and any person who controls such partnership or a partner in such
partnership;
(b) in
addition to the meaning set out in section 2 (1) of this Act, references to a
ÒLloydÕs brokerÓ shall includeÑ
(i) if
the LloydÕs broker is a body corporate, any holding company and any person who
controls the LloydÕs broker or any holding company;
(ii) if
the LloydÕs broker is a partnership, any person who is a partner in such
partnership and any person who controls such partnership or a partner in such
partnership;
(c) references
to Òthat personÓ when applied to a body corporate shall include, in addition to
that body corporateÑ
(i) any
related company;
(ii) any
person who controls or is controlled by that body corporate or any related
company;
(iii) any
director of that body corporate or of any related company;
(d) references
to Òthat personÓ when applied to a partnership shall include, in addition to
that partnershipÑ
(i) any
partner in that partnership;
(ii) any
person who controls or is controlled by that partnership;
(iii) any
body corporate which any partner in that partnership controls;
(iv) any
body corporate which is a related company of a partner in that partnership;
(v) any
director of any body corporate falling within sub-paragraph (iii) or (iv) or
this paragraph;
(e) references
to Òthat individualÓ shall include, in addition to that individualÑ
(i) the
spouse of that individual;
(ii) the
minor children and step-children of that individual;
(iii) the
trustees of any settlement in relation to which that individual is a settlor;
(iv) the trustees
of any settlement of which that individual or that individualÕs spouse or minor
children or step-children is or are beneficiaries;
(v) any
body corporate which that individual or any of the persons specified in
sub-paragraphs (i) to (iv) of this paragraph controls;
Provided
that in any particular case the Council may determine that this paragraph shall
not apply so as to include the spouse of an individual where that spouse is or
proposes to become, or works or proposes to work substantially full-time for, a
person who is, or who by this section is included as, a LloydÕs broker or a
managing agent;
(f) paragraph
(e) above shall apply with all necessary modifications in relation to
references to a ÒdirectorÓ or to a ÒpartnerÓ where the director or partner is
an individual;
(g) subject
to paragraph (h) below, a person owns an interest in a body corporate if he has
a beneficial interest in, or being the trustee of a settlement has an interest
in, any of the stock, shares or other securities of the body corporate;
(h) a
person shall not be treated as owning an interest in a body corporate by reason
only of such person having an interest in not more than 5 per cent. in nominal
amount of that body corporateÕs stock, shares or other securities, or any class
thereof, which are authorised to be dealt in on a stock exchange or are traded
in any over-the-counter market, and in either case are so dealt in or traded
regularly or from time to time and in ascertaining in any case whether this
paragraph applies:Ñ
(i) a
person being a body corporate shall be treated as also having an interest in
any stocks, shares or securities in which any related company, or in which any
person who controls or who is controlled by that body corporate or related
company has an interest;
(ii) a
person being a partnership shall be treated as also having an interest in any
stocks, shares or securities in which any person to whom in relation to such
partnership reference is made in subparagraphs (i) to (iv) of paragraph (d)
above has an interest;
(iii) a
person, being an individual, who is a director or a partner, shall be treated
as also having an interest in any stocks, shares or securities in which anyone
to whom reference is made in relation to such person in paragraph (e) above has
an interest;
(i) an
individual works in a relevant capacity for a managing agent if he personally
carries out one or more of the functions referred to in paragraph (a) above;
(2) For
the purposes of subsection (1) aboveÑ
(a) ÒsecuritiesÓ
in relation to any body corporate means any debentures, debenture stock, loan
stock or bonds, and any other securities under which the consideration given by
the body corporate for the use of the principal secured is to any extent
dependent on the results of the body corporateÕs business or any part of it, or
under which the consideration so given represents more than a reasonable
commercial return for the use of that principal:
(b) ÒsettlementÓ
and ÒsettlorÓ shall have the same meanings as in section 454(3) of the Income
and Corporation Taxes Act 1970;
(c) a
person controls a partnership or body corporate ifÑ
(i) the
partners in the partnership, or the directors of the body corporate, or the
directors of another company of which the body corporate is a subsidiary are
accustomed to act in accordance with the direction or instructions of such
person or are accustomed or directed to act on the joint directions or
instructions of such person and others (otherwise than by reason only that they
act on advice given in a professional capacity);
or
(ii) in
the case of a body corporate such person either alone or with any associate or
associates is entitled to exercise or control the exercise of one-third or more
of the voting power at any general meeting of the body corporate or of another
company of which the body corporate is a subsidiary or such person has an
associate or associates who are so entitled; and in this sub-paragraphÑ
(A) ÒassociateÓ
in relation to any individual means any person referred to in paragraph (e) of
subsection (1) above;
(B) ÒassociateÓ
in relation to a body corporate means any related company of that body
corporate, and any director of that body corporate or related company; and
(d) in
determining whether a person controls a body corporate for the purposes of
sub-paragraphs (A) and (B) of paragraph (a) and sub-paragraphs (i) and (ii) of
paragraph (b) of subsection (1) above the words in paragraph (c) (ii) of this
subsection Òor such person has an associate or associates who are so entitledÓ
shall not apply to cause a person to be associated unless the person or a
subsidiary of the person owns an interest in the company.
(3) This
section, section 10 (Restrictions affecting LloydÕs brokers) and section 11
(Restrictions affecting managing agents) of this Act shall be applied and
construed with any necessary modifications with respect to any partnership,
body corporate or other entity whatsoever created, in incorporated, in or under
the law of a country outside the United Kingdom.
Application
of certain provisions of Companies Act 1948
13.Ñ(1)
Sections 34, 36 and 448 of the Companies Act 1948 (execution of deeds abroad,
authentication of documents and relief for the liabilities of officers and
auditors of a company) are hereby incorporated in this Act and shall apply to
the Society, the Council, the Committee and officers and auditors of the
Society in like manner mutatis mutandis as they apply to a company (as defined
by the Companies Act 1948), its officers and auditors.
NOTE
(2) For
the purpose of this Act any member of the Council and any person to whom
(whether individually or collectively) any powers or functions are delegated
under this Act is to be regarded as an officer of the Society.
Liability
of the Society, etc.
14.Ñ(1)
This section shall only exempt the Society from liability in damages at the
suit of a member of the LloydÕs community.
(2) For
the purposes of this section a member of the LloydÕs community shall beÑ
(a) a
person who isÑ
(i) a
member of the Society;
(ii) a
LloydÕs broker;
(iii) an
underwriting agent;
(iv) an
annual subscriber;
(v) an
associate;
(vi) a
director or partner of a LloydÕs broker or an underwriting agent;
(vii) a person
who works for a LloydÕs broker or underwriting agent as a manager; or
(b) a person
who has been a member of the LloydÕs community in one or more of the capacities
listed in paragraph (a) above; or
(c) a
person who is seeking or who has sought to become a member of the LloydÕs
community in one or more of the capacities listed in paragraph (a) above.
(3) Subject
to subsections (1), (4) and (5) of this section, the Society shall not be
liable for damages whether for negligence or other tort, breach of duty or
otherwise, in respect of any exercise of or omission to exercise any power,
duty or function conferred or imposed by LloydÕs Acts 1871 to 1982 or any
byelaw or regulation made thereunderÑ
(a) in so
far as the underwriting business of any member of the Society or the costs of
his membership or the business of any person as a LloydÕs broker or
underwriting agent may be affected; or
(b) in so
far as relates to the admission or non-admission to, or the continuance of, or
the suspension or exclusion from, membership of the Society; or
(c) in so
far as relates to the grant, continuance, suspension, withdrawal or refusal of
permission to carry on business at LloydÕs as a LloydÕs broker or an
underwriting agent or in any capacity connected therewith; or
(d) in so
far as relates to the exercise of, or omission to exercise, disciplinary
functions, powers and duties; or
(e) in so
far as relates to the exercise of, or omission to exercise, any powers,
functions or duties under byelaws made pursuant to paragraphs (21), (22), (23),
(24) and (25) of Schedule 2 to this Act;
unless the
act or omission complained ofÑ
(i) was
done or omitted to be done in bad faith; or
(ii) was
that of an employee of the Society and occurred in the course of the employee
carrying out routine or clerical duties, that is to say duties which do not
involve the exercise of any discretion.
(4) Nothing
in this section shall affect any liability of the Society in respect of the
death of or personal injury to any person, and for the purposes of this section
the expression Òpersonal injuryÓ means bodily injury, any disease and any
impairment of a personÕs physical or mental condition.
(5) Nothing
in this section shall exempt the Society from liability for libel or slander.
(6) For
the purposes of this section Òthe SocietyÓ means the Society itself and also
any of its officers and employees and any person or persons in or to whom
(whether individually or collectively) any powers or functions are vested or
delegated by or pursuant to LloydÕs Acts 1871 to 1982.
Repeals and
amendments
15.Ñ(1)
Subject to the provisions of Schedule 4 to this ActÑ
(a) the
enactments specified in Schedule 3 to this Act are hereby repealed to the
extent specified in that Schedule;
(b) for
section 7 (Purposes for which capital stock &c. to be held by Society) of
the Act of 1911 there shall be substituted the following section:Ñ
Ò7.
The Society shall hold the funds and property of the society and the income
therefrom for all or any of the following purposes:Ñ
(a) for
defraying the costs, charges and expenses incurred by the Society, the Council
or otherwise in the execution and carrying out of LloydÕs Acts 1871 to 1982;
(b) for
furthering the objects of the Society;
(c) for
making good any default by any member of the Society under any contract of
insurance underwritten at LloydÕs which in the opinion of the Council it is in
the interests of the members of the Society to make good;
(d) for
guaranteeing or securing, in such manner as the Council think fit, any debt or
obligation of or binding on the Society, any of its subsidiaries or any other
person;
(e) for
such other purposes (if any) as may from time to time be prescribed by byelaw;
and subject
thereto for the benefit of the members of the Society jointly.Ó;
(c) for
section 9 (Powers to Society with reference to guarantees) of the Act of 1911
there shall be substituted the following section:Ñ
Ò9.
Without prejudice to the provisions of section 7 of this Act the Society may
either by itself or jointly with any other guarantor or guarantors guarantee
the payment of claims and demands upon contracts of insurance underwritten at
LloydÕs and the Society may for such purposes enter into contracts and may
apply the funds and property of the Society and the income therefrom or any
part thereof for the purpose of discharging any liabilities of the Society
under any guarantees or contracts as aforesaid and the powers conferred on the
Society by this section may be exercised by the Council in accordance with
byelaws made under LloydÕs Act 1982.Ó;
(d) in
subsection (1) of section 5 (Society may act as trustee for certain purposes)
of LloydÕs Act 1951 the words Òrelating to the insurance business carried on at
LloydÕs by members of or annual subscribers to the SocietyÓ shall be omitted.
(2) Subject
to the provisions of this ActÑ
(a) any
enactment (other than an enactment in this Act) or any other instrument having
the effect of law; and
(b) any
other document or arrangement whatsoever;
which is in
existence before the first meeting of the Council held pursuant to paragraph 7
of Schedule 4 to this Act and which refers or relates to the Society or to the
business carried on by persons as members of the Society or as LloydÕs brokers
or underwriting agents shall on and after such meeting have effect subject to
any necessary modifications as if for any reference however worded and whether
express or impliedÑ
(i) to
the Committee of LloydÕs constituted by the Act of 1871 there were substituted
a reference to the Council; and
(ii) to
the Chairman or a Deputy Chairman of that Committee or to the Chairman or a
Deputy Chairman of LloydÕs there were substituted a reference to the Chairman
of the Council or a Deputy Chairman of the Council, as the case may be:
Provided
that any such reference shall be a reference to the Committee of LloydÕs
constituted by this Act or to the Chairman or a Deputy Chairman of the
Committee so constituted in any case where, having regard to the power or any
exercise of the power of delegation conferred on the Council by this Act, the
context so requires.
Existing
byelaws to continue in force
16.
Any byelaw made under LloydÕs Acts 1871 to 1951 shall be deemed to have been
made by the Council in the exercise of its power under this Act and subject to
the provisions of Schedule 4 to this Act such byelaws shall continue in full force
and effect unless and until revoked by the Council pursuant to the said power.
Transitional
provisions
17.
The transitional provisions contained in Schedule 4 to this Act shall have
effect.
Costs of
Act
18.
The costs, charges and expenses of and incidental to the preparing, applying
for, obtaining and passing of this Act shall be paid by the Society.
Schedules
Schedule 1.
Classification of Members of the Society
1. The
Council shall keep and maintain a Register to be revised as at the first day of
July in each year (or such other day or days as the Council may by byelaw
provide) which shall be divided into two parts and shall show in Part I thereof
the names of all those members of the Society who were classified as working
members of the Society as at that date and in Part II thereof the names of all
those members of the Society who were classified as external members of the
Society as at that date.
2. A
member of the Society may object to his or another memberÕs classification on
the Register and the Council shall by byelaw make provision for the
determination of such an objection.
3. A
member of the Society may appeal against a determination under paragraph 2
above to a committee of the Council consisting of one working member, one
external member and one nominated member of the Council whose decision shall be
conclusive and the Council shall by byelaw make provision for the hearing and
determination of such an appeal.
4. In
any election to the Council a member of the Society shall be entitled and only
entitled to vote as a working member of the Society or as an external member of
the
Society
according to his classification on the Register on the date on which notice of
such election is given.
5. Such
Register shall be available for inspection by a member of the Society upon
request at the premises of the Society in the city of London, or such other
place as the Council shall specify.
Schedule 2.
Purposes for Which Byelaws May Be Made
Without
prejudice to the generality of the powers vested in the Council by subsection
(2) of section 6 (Powers of the Council and of the Committee) of this Act, the
Council may pursuant to that section make byelaws for the following purposes:Ñ
(1) For
regulating the admission to the Society of members as either underwriting
members or non-underwriting members, for regulating continuing membership of
the Society and for regulating the manner and circumstances in which members
may be excluded from membership of the Society, and so that any byelaws made
for such purposes may impose or provide for conditions and requirements to be
satisfied or complied with on admission or during membership, which conditions
and requirementsÑ
(a) may
from time to time be added to, altered or withdrawn;
(b) may
include the requirement to give undertakings;
(c) may
apply to all or any class of underwriting members and as to the whole or any
class of their underwriting business; and
(d) may
be imposed notwithstanding any inconsistency therein with any contract
subsisting at the commencement of this Act between the Society and any member
of the Society:
Provided
that, without prejudice to the powers of the Council to require an underwriting
member to cease or reduce the level of his underwriting at LloydÕs, a member of
the Society shall not be excluded from membership for breach of a byelaw or
failure to satisfy a condition, requirement or undertaking where such breach or
failure consists solely of his inability to satisfy a financial qualification
contained in such byelaw, conditions, requirement or undertaking, which was not
applicable on the date he became an underwriting member or, where he has
subsequently increased the level of his underwriting, on the date his
application to do so was duly accepted;
(2) For
requiring an underwriting member to cease to be a member of the Society or to
cease underwriting, temporarily or indefinitely, in the event thatÑ
(a) a
receiving order in bankruptcy is made against such member by the due process of
law of any country; or
(b) such
member makes or proposes any composition with his creditors or otherwise
acknowledges his insolvency; or
(c) by
the due process of law of a country outside the European Economic Community
such member is adjudicated bankrupt or is adjudicated or declared insolvent;
and
for regulating the procedure to be followed in such event;
(3) For
providing for admission to the Room of annual subscribers, associates, and
other persons, for enabling the Council to impose conditions and requirements
(including the requirement to give undertakings) as to admission and as to
continuing right to admission to the Room and for the grant of tickets for the
purpose of conducting business in the Room and the renewal and revocation of
such tickets;
(4) For
regulating the fees, subscriptions and other sums to be paid by members of the
Society, annual subscribers, associates, LloydÕs brokers, underwriting agents
and others;
(5) For
regulating the mode, time and place of summoning and holding general meetings
of the Society and the mode of voting and the conduct of proceedings thereat;
(6) For
regulating the mode, time and place of summoning and holding meetings of the
Council and of the Committee and the quorum and manner of proceedings at
meetings of the Council and of the Committee;
(7) For
regulating:Ñ
(a) the
manner in which byelaws and the amendment and revocation of byelaws shall be
promulgated; and
(b) the
mode in which the Committee shall make regulations and the manner in which such
regulations shall be promulgated;
(8) For
regulating the appointment, powers and functions of the Chairman and Deputy
Chairmen of LloydÕs and the Chairman and Deputy Chairmen of the Committee;
(9) For
regulating the remuneration and indemnification of all or any of the members of
the Council;
(10) For regulating:Ñ
(a) the
appointment of other committees of the Council or of sub-committees of the
Committee;
(b) the
appointment of any person or body of persons with a duty to report to the
Council or the Committee;
(c) the
inclusion of persons who are not members of the Society, LloydÕs brokers or
underwriting agents in such committees, sub-committees or bodies of persons;
(d) the
functions of such committees, sub-committees, persons or bodies of persons and
the manner in which such functions are to be executed; and
(e) the
mode, time and place of summoning, and holding meetings of such committees,
sub-committees or bodies of persons, and the quorum and manner of proceedings
thereat;
(11) For determining
and declaring the grounds upon which and for regulating the mode in which a
member of the Council, the Committee or any other committee, sub-committee or
other body of persons established by or pursuant to this Act shall cease to be
a member thereof;
(12) For regulating
the grant and renewal of permission to broke insurance business at LloydÕs as a
LloydÕs broker, for regulating the continuing right to broke such business and
for regulating the manner and circumstances in which such permission may be
withdrawn, and so that any byelaws made for such purposes may impose or provide
for conditions and requirements to be satisfied or complied with on the grant
and during the continuance of such permission, which conditions and
requirementsÑ
(a) may
from time to time be added to, altered or withdrawn;
(b) may
include the requirement to give undertakings;
(c) may
apply to all or any class of LloydÕs brokers and as to the whole or any class
of their business of broking insurance; and
(d) may
have the effect that a partnership or body corporate shall not be permitted
after a date to be prescribed by the Council to broke insurance business at
LloydÕs so long as it (or any related company)Ñ
(i) is
controlled by such person or class of persons as may be therein specified; or
(ii) owns
any interest in any underwriting agent or an underwriting agent of such class
as may be specified by the Council;
(13) For regulating
the grant and renewal of permission to act as an underwriting agent for
underwriting members in carrying on their underwriting business at LloydÕs, for
regulating the continuing right to act as such an underwriting agent and for
regulating the manner and circumstances in which permission may be withdrawn,
and so that any byelaws made for such purposes may impose or provide for
conditions and requirements to be satisfied or complied with on the grant and
during the continuance of such permission, which conditions and requirementsÑ
(a) may
from time to time be added to, altered or withdrawn;
(b) may
include the requirement to give undertakings;
(c) may
apply to all or any class of underwriting agents and as to the whole or any
class of their business as underwriting agents; and
(d) may
have the effect that a person shall not be permitted after a date to be
prescribed by the Council to act as such agent so long asÑ
(i) that
person owns any interest in an insurance broker; or
(ii) where
that person is a body corporate, any related company owns any interest in an
insurance broker; or
(iii) where
that person is a body corporate or a partnership, it or any related company is
controlled by, or any interest in it is owned by, such person or class of
person as may be therein specified;
(14) For providing
that permission to carry on business at LloydÕs as a LloydÕs broker or as an
underwriting agent shall not be granted or renewed and that any such permission
may be revoked unless the Council is satisfied as to all or any of the
following matters:Ñ
(a) that
the person having control of the LloydÕs broker or underwriting agent (being a
partnership or body corporate) is, by reason of his character and suitability,
a person who should have control of a LloydÕs broker or such an underwriting
agent;
(b) that
each director or partner of the LloydÕs broker or underwriting agent (being a
partnership or body corporate) is, by reason of his character and suitability,
a person who should be a director or partner of a LloydÕs broker or such an
underwriting agent;
(c) that
each person who works for the LloydÕs broker or underwriting agent in such
capacity as may be specified by the Council is, by reason of his character and
suitability, a person who should work in such capacity for a LloydÕs broker or
underwriting agent;
(15) For prescribing
or regulating terms which are or are not to be included in agreements between
underwriting agents and underwriting members or other underwriting agents;
(16) For requiring
that accounts of underwriting syndicates be audited and that reports and
audited accounts be furnished to members of the syndicate and for regulating
the form and content of such reports and accounts;
(17) For prescribing
or regulating information which is to be supplied by underwriting agents to
persons applying to become members of the Society;
(18) For empowering
the Council to nominate and appoint an underwriting agent (in this paragraph
referred to as the Òsubstitute agentÓ) to act as agent or sub-agent for an
underwriting member as to the whole or any part of his underwriting business in
any case where such member has no underwriting agent for the whole or such part
of his underwriting business or where in the opinion of the CouncilÑ
(a) such
appointment is in the interests of such member; or
(b) it is
essential for the proper regulation of the business of insurance at LloydÕs;
and
to give such directions to any underwriting agent already acting for such
member as may be desirable in connection with the appointment of the substitute
agent;
(19) For regulating as
among and between underwriting members, LloydÕs brokers, underwriting agents
and any other person transacting with underwriting members the business of
insurance (whether as principal or agent) or interested therein, the mode in
which insurance shall be effected with underwriting members and the periods at
which settlements in respect of insurances so effected shall be made;
(20) For empowering
the Council to take steps and give undertakings required by or under the law of
any country in order to secure authorisation for underwriting members to
transact insurance business in or emanating from that country and to require
underwriting members, LloydÕs brokers and underwriting agents to comply with
undertakings so given;
(21) For requiring
members of the Society, LloydÕs brokers, underwriting agents, annual
subscribers, associates and substitutes, or any director or partner of a
LloydÕs broker or underwriting agent or any person who works for a LloydÕs
broker or underwriting agent in such capacity as may be specified by the
Council to supply such information to the Council as may be so specified;
(22) (a)For empowering
the Council to order any inquiry, including an inquiry concerning the affairs
of any member of the Society or syndicate of members or any LloydÕs broker or
any underwriting agent;
(b)For
requiring any member of the Society or any director or partner of a LloydÕs
broker or underwriting agent or any person who works for a LloydÕs broker or
underwriting agent in such capacity as may be specified by the Council to give
when required such information as may be in his or its possession or to produce
such documents and material as may be in his or its possession or under his or
its control relating to the subject-matter of the inquiry;
(c)For
requiring any person whose affairs have been the subject of any inquiry to pay
the costs incurred in connection with the inquiry or to make a contribution
thereto;
(23) (a)For empowering
the Council to order that in or in the course of any such inquiry as is
referred to in paragraph (22) of this Schedule investigation be made into
frauds or crimes, or circumstances having the appearance of frauds or crimes,
practised or attempted or intended to be practised in connection with the
business of insurance at LloydÕs
(b)For
empowering the Council to take or facilitate the taking of proceedings with a view
to the punishment of persons appearing to be responsible for or concerned in
any such frauds or crimes;
(c)For
empowering the Council to supply to any police constable any information,
documents or material in its possession, including any information, documents
or material obtained pursuant to byelaws made for the purposes specified in
paragraphs (21), (22) (b) and (24) of this Schedule;
(24) For regulating
the circumstances in which members of the Society, LloydÕs brokers,
underwriting agents, annual subscribers, associates and substitutes, or any
director or partner of a LloydÕs broker or underwriting agent or any person who
works for a LloydÕs broker or underwriting agent in such capacity as may be
specified by the Council may (without being required so to do) give information
or produce documents or material to the Council;
(25) For requiring
that, save in so far as the same may be used in disciplinary or criminal
proceedings, due confidentiality is preserved with respect to any information
supplied or documents or material produced pursuant to byelaws made for the
purposes specified in paragraphs (21), (22) (b) and (24) of this Schedule,
especially in so far as such information, documents or material relate to the
affairs of any persons (including principals and clients of LloydÕs brokers and
of underwriting agents) other than those supplying or producing such
information, documents or material;
(26) For empowering
the Council to suspend (for such maximum period as may be specified by byelaw)
any of the following from transacting, or being concerned or interested in the
transaction of, the business of insurance at LloydÕs or any class or classes of
such business, that is to say:Ñ
(a) a
member of the Society;
(b) a
LloydÕs broker;
(c) an
underwriting agent; or
(d) any
person who works for a LloydÕs broker or an underwriting agent in such capacity
as may be specified by the Council;
(27) For regulating
the grounds on which and the manner in which a member of the Society may by
disciplinary proceedings be suspended or excluded from membership or required
to cease underwriting temporarily, or indefinitely, or subjected to any lesser
penalty prescribed by byelaws, including, but not limited to, a fine and the
posting of a notice of censure in the Room;
(28) For regulating
the grounds on which and the manner in which permission to broke insurance
business at LloydÕs as a LloydÕs broker may by disciplinary proceedings be
revoked or suspended, or a LloydÕs broker may be subjected to any lesser
penalty prescribed by byelaws, including, but not limited to, a fine and the
posting of a notice of censure in the Room;
(29) For regulating
the grounds on which and the manner in which permission to act as an
underwriting agent may by disciplinary proceedings be revoked or suspended, or
an underwriting agent may be subjected to any lesser penalty prescribed by
byelaws, including, but not limited to, a fine and the posting of a notice of
censure in the Room;
(30) For regulating
the grounds on which and the manner in which the right of admission to the Room
of an annual subscriber may by disciplinary proceedings be withdrawn or
suspended, or an annual subscriber may be subjected to any lesser penalty
prescribed by byelaws, including, but not limited to, a fine and the posting of
a notice of censure in the Room;
(31) For requiringÑ
(a) a
partner or director of a LloydÕs broker or underwriting agent; or
(b) a
person who works for a LloydÕs broker or underwriting agent in such capacity as
may be specified by byelaw;
to
undertake to submit to the jurisdiction of the Council and for regulating the
grounds on and the manner in which such persons may by disciplinary proceedings
be subjected to any penalty prescribed by byelaws including, but not limited
toÑ
(i) an
order prohibiting or suspending him for being concerned in the conduct of
business at LloydÕs;
(ii) a
fine; or
(iii) the
posting of a notice of censure in the Room;
(32) For providing for
the recovery of any fine or costs imposed pursuant to byelaws as a civil debt;
(33) For regulating
the powers of a Disciplinary Committee and the Appeal Tribunal, including the
power toÑ
(a) subject
to or join in proceedings before a Disciplinary Committee or the Appeal
Tribunal and to subject to any penalty prescribed by byelaws, a director or
partner of a LloydÕs broker or underwriting agent or a person who works for a
LloydÕs broker or underwriting agent in such capacity as may be specified by
the Council;
(b) require
any such person as aforesaid (whether or not such person is a party to or
otherwise concerned in the proceedings) to appear before a Disciplinary
Committee or the Appeal Tribunal to give evidence, or to produce documents and
material, or both;
(c) award
costs;
(34) For regulating
the procedures of a Disciplinary Committee and the Appeal Tribunal provided
that such byelaws shall provide for a right to a hearing and legal
representation if so desired for any person upon whom a penalty may be imposed
or against whom an order may be made;
(35) For regulating
the procedure whereby the CouncilÑ
(a) confirms,
modifies or grants dispensation in respect of any penalty imposed by a
Disciplinary Committee or the Appeal Tribunal; and
(b) publishes
its decision and any penalty imposed;
(36) For providing for
the establishment and constitution of an Arbitration Panel to hear and
determine disputes relating to the business of insurance at LloydÕs, for
determining the matters to be referred for arbitration to the Arbitration
Panel, for requiring parties to such disputes to refer them to the Arbitration
Panel for arbitration and for regulating the conduct of any such arbitration
proceedings;
(37) For regulating
the manner, terms and restrictions in, on and subject to which intelligence and
information may be supplied to members of the Society and others;
(38) For providing for
the establishment and maintenance of a scheme for the protection of LloydÕs
policyholders, underwriting members and others in the event of the default of a
LloydÕs broker and for empowering the Council to require LloydÕs brokers and
others to be parties to and to contribute to such scheme as a condition or
requirement of the grant or renewal of permission to broke insurance business
at LloydÕs as a LloydÕs broker or otherwise;
(39) For regulating
the use of the Room by members of the Society and others;
(40) For regulating
the investment of the funds and other property of the Society;
(41) For regulating
the grant and operation of binding authorities, or any other means whereby
authority to accept insurance on behalf of underwriting members is delegated;
(42) For regulating
the appointments and duties of agents or correspondents of the Society at ports
and other places;
(43) For regulating
the appointment, terms of employment and remuneration of a Secretary General
and other officers and employees of the Society.
Schedule 3.
Repeals
Chapter Short
Title Extent
of repeal
34 & 35
Vict. c. xxi Lloyd's
Act 1871 Sections
11 and 12.
Sections 18
to 27
Section 29.
The
Schedule
51 & 52
Vict. c. 29. Lloyd's
Signal Stations Act 1888 The
whole Act.
1 & 2
Geo.5. c. lxii Lloyd's
Act 1911 Sections
10 to 13
15 & 16
Geo 5. c. xxvi Lloyd's Act 1925 The
whole Act.
14 & 15
Geo 6. c. viii Lloyd's
Act 1951 The
proviso to section 3 (2).
Section 4
Schedule 4.
Transitional Provisions
Part I. The
First Members of the Council
1. Any
person who is, immediately prior to the commencement of this Act, a member of
the Committee of LloydÕs pursuant to LloydÕs Acts 1871 to 1951 and byelaws made
thereunder (in this Schedule referred to as Òthe Old CommitteeÓ) shall be a
working member of the Council and a member of the Committee established by
section 5 of this Act until such time as he would, but for this Act, have
ceased to be a member of the Old Committee.
2. The
provisions of Schedule 1 to this Act shall be carried into effect by the Old
Committee, which shall provide that a member of the Society may object to his
or another memberÕs classification on such Register, and for the determination
of such objection and for the right to appeal against such determination to a
sub-committee of the Old Committee consisting of three members thereof whose
decision shall be conclusive, and the election of a person to the Council shall
not be challenged or otherwise declared to be invalid by reason of any
proceedings pursuant to such provision by the Old Committee not being completed
or for any other reason whatsoever.
3. In
lieu of the general meeting of members of the Society which would be held in
November 1982 but for this Act a ballot to elect four working members of the
Council shall be held at that time in accordance with byelaws for the time
being in force provided, however, that the four persons to be elected shall be
elected from among the working members of the Society by those members whose
names are shown on Part I of the Register referred to in Schedule 1 to this Act
as working members of the Society. Notwithstanding anything in the byelaws made
under LloydÕs Acts 1871 to 1951 the Old Committee shall appoint two or more
members as scrutineers to take the vote and report the result.
4. A
ballot to elect eight external members of the Council shall be held to which
the following provisions shall apply:Ñ
(a) such
ballot shall take place within four months of the day on which this Act is
passed;
(b) the
election shall be by postal ballot of all those members of the Society whose
names are shown on Part II of the Register referred to in Schedule 1 to this
Act as external members of the Society, and each such member who exercises his
right to vote in such ballot shall cast one vote for each of eight of the
persons duly nominated for election;
(c) the
Old Committee shall give not less than 60 clear daysÕ notice of such ballot by
notice in writing to each member of the Society entitled to vote at such
ballot, addressed to such memberÕs last known place of business or abode and
the notice shall state that the object of the ballot is to elect eight external
members of the Council and the date and time by which nominations for such
election are to be received in order to be valid;
(d) an
external member of the Society shall be nominated for election as an external
member by the Council by a requisition signed by not less than sixteen members
of the Society entitled to vote at such ballot, which requisition shall be
lodged with the Secretary General of LloydÕs or other person duly authorised by
the Old Committee at least 42 clear days before the day on which such ballot is
to take place;
(e) if
the number of persons duly nominated for election as external members of the
Council in accordance with sub-paragraph (d) above does not exceed the number
to be elected, the nominated candidates shall be declared to be elected and if
the number of nominated candidates is reduced by withdrawal or otherwise to no
more than that number, the remaining nominated candidates shall be declared to
be elected;
(f) not
less than 28 clear days before the day on which the ballot is to take place,
the Secretary General of LloydÕs or other person duly authorised by the Old
Committee shall send to each of the members of the Society entitled to vote at
such ballotÑ
(i) a
ballot paper containing the name of each duly nominated candidate and stating
that each such member shall cast one vote for each of eight of the candidates
and the date and time by which ballot papers are to be received in order to be
included in the ballot; and
(ii) particulars
of each candidate including any statement he may wish to make concerning his
candidature, the form and content of which shall have been approved by the Old
Committee;
(g) a
notice or ballot paper shall be deemed to have been properly sent by the
Secretary General of LloydÕs or other person duly authorised by the Old
Committee if it is sent to a member at his last known place of business or
abode but the result of a ballot under this Schedule shall not be invalidated
by any failure by the Secretary General of LloydÕs or other duly authorised
person to send a ballot paper to any member of the Society entitled to vote at
such ballot or by the non-receipt by any such member of a ballot paper;
(h) a
member of the Society entitled to vote at such ballot may exercise his right to
vote by posting or delivering his ballot paper duly completed to the Secretary
General of LloydÕs or other person duly authorised but only ballot papers
received by the Secretary General of LloydÕs or such person on or before the
date and time stated on the ballot paper shall be included in the votes
counted;
(i) subject
to the provisions of any byelaws which may be made pursuant to section 3 (5) of
this Act four of the persons elected in such ballot shall be external members
of the Council until 31st December 1984, and four of the persons so elected
shall be external members of the Council until 31st December 1986.
5. Within
28 days after the election pursuant to paragraph 4 of this Schedule, the
working members and the external members of the Council shall meet at a place,
date and time determined by the Old Committee and shall, by resolution passed
by separate majorities of both the working members of the Council and the
external members of the Council, appoint the first three nominated members of
the Council whose appointments shall be governed mutatis mutandis by the
provisions of section 3 (2) (c) of this Act.
6. Subject
to the provisions of any byelaws which may be made pursuant to section 3 (5) of
this Act the following provisions shall have effect with respect to the
appointments made pursuant to paragraph 5 of this Schedule:Ñ
(a) one
of the persons appointed shall hold office until 31st December 1984, one shall
hold office until 31st December 1985, and one shall hold office until 31st
December 1986 (such persons, in default of agreement among the persons so
appointed, to be determined by lot);
(b) no
person shall be appointed a nominated member of the Council without his
consent.
7. The
first meeting of the Council shall take place at such place, date and time not
more than 28 days after the meeting referred to in paragraph 5 of this Schedule
as may be decided at that meeting.
8. Unless
at its first meeting the Council shall otherwise determine, the persons who are
immediately prior to such meeting the Chairman of LloydÕs and the Deputy
Chairmen of LloydÕs pursuant to LloydÕs Acts 1871 to 1951 and byelaws made
thereunder shall be respectively the Chairman of LloydÕs and the Deputy
Chairmen of LloydÕs as if appointed under section 4 of this Act and shall
continue to hold such positions until the end of the year 1982.
Part II.
Other Transitional Provisions
9. Until
the first meeting of the Council, LloydÕs Acts 1871 to 1951 shall, subject to
the provisions of this Schedule, continue to have effect as though this Act had
not been passed.
NOTE
10. The
Council may in preferring any charge against any person refer to, and the
Disciplinary Committee in hearing that charge may have regard to and take into
account, any act, default or other event which takes place before this Act
comes into force.
11. Section
20 (Exclusion from membership for violation of fundamental rules, &c.) of
the Act of 1871 (including the Schedule to that Act setting out the fundamental
rules of the Society), section 12 (Power of Committee to temporarily suspend
Members) of the Act of 1911 and byelaw 87 (vi) of the byelaws made pursuant to
LloydÕs Acts 1871 to 1951 shall continue to have effect until a Disciplinary
Committee shall be established by byelaws made under this Act, and where
proceedings have been commenced against any person under either of such
sections or under such byelaw, they may be continued in all respects until
concluded as if the section or byelaw under which the proceedings had been
commenced continued in full force and effect.
Part
IIÑLloyd's Byelaws
AÑRegistration
This
heading brings together all the provisions pertaining to the admission to and
exclusion of entities and individuals from the Lloyd's market i.e. underwriting
agents, Lloyd's brokers, individual members and corporate members. It is a
means by which the Society seeks to control access to the Lloyd's market by
ensuring that those allowed to transact insurance business are of a required
standard. It will set out the application procedures and the conditions to be
fulfilled in order to satisfy the Society that they will maintain the necessary
criteria for admission. It also sets out the grounds and procedures by which
the participation of the entities and individuals in the market can be
terminated, as well as any rights and obligations that they and the Society may
have on termination of their participation.
100. The
Register of Members
Byelaw No.
22 of 1983, 19 December 1983
COMMENCEMENT
This
byelaw commenced on 19 December 1983.
AMENDMENTS
This
byelaw was amended by
Miscellaneous
Administrative Provisions (No. 2) Byelaw (No. 1 of 1993)
Register of
Members (Amendment) Byelaw (No. 3 of 1997).
1. In
this byelaw, unless the context otherwise requires:Ñ
(a) where
a period of days is specified for performing certain actions, giving notice or
the like, that period of days shall be computed by excluding the day on which
time begins to run;
(b) except
as provided below the words and expressions listed in section 2 of LloydÕs Act
1982 are to be construed according to the definitions there ascribed to them,
which shall be deemed to be applicable for the purposes of this byelaw;
(c) ÒChairman
of LloydÕsÓ has the meaning ascribed to it in section 4 of LloydÕs Act 1982;
ÒmemberÕs
agentÓ means an underwriting agent which is listed on any part of the Register
of Underwriting Agents at LloydÕs as a memberÕs agent;
ÒMembership
CommitteeÓ means the Membership Committee [ . . . ] constituted pursuant to the
byelaw entitled ÒQuorums and Appointment of Committees and Sub-CommitteesÓ;
ÒyearÓ
means calendar year.
NOTE
2. The
Interpretation Act 1978 shall extend to and be applicable to this byelaw, which
shall be deemed to be Òsubordinate legislationÓ within the meaning of that
Act. 3. The Council shall compile, keep and maintain a Register
in accordance with Schedule 1 to LloydÕs Act 1982, which shall be divided into
two parts and which shall show:Ñ
(a) in
Part I the names of all those members of the Society classified as working
members of the Society as at the relevant date; and
(b) in
Part II the names of all those members of the Society classified as external
members of the Society as at the relevant date,
and
references in this byelaw to a memberÕs classification shall be to his
classification on the Register as a working or external member of the
Society. 4. The Register shall be available for inspection
during normal working hours by a member of the Society upon request at such
part of the premises of the Society in the City of London or such other place
as the Council shall specify. 5. Within twenty-eight days of a written
request from the Council, a LloydÕs broker or an underwriting agent shall
supply the names of, and such other details as the Council may request in
respect of, those individuals who are, or immediately before their retirement
were, in the employ of such LloydÕs broker or such underwriting agent and who
are working members of the Society. 6.[(a)] The Council, from
the information available to it, shall revise the Register [at each of the
dates in each year referred to in sub-paragraph (b)]:Ñ
(a) by
transferring the name of a member of the Society from one part of the Register
to the other; and
(b) by
adding to or deleting from the Register the name of a person who is admitted
as, or who ceases to be, a member of the Society;
as
circumstances may require.
[(b) The
dates referred to in sub-paragraph (a) are:
(i) 1
January;
(ii) 1
July;
(iii) such
other date or dates as the Council may from time to time prescribe (whether for
the purpose of a proposed notice of election of members of the Council under
the Council and Committee Byelaw (No. 18 of 1996, 521) or otherwise).]
NOTE
7. (a) By
the end of February in each year, a member of the Society may object to his or
another memberÕs classification by lodging with the Secretary General or other
person duly authorised by the Council a notice in writing and a statement of
the grounds for his objection. Any objection shall be by reference to the facts
existing as at the 1st January immediately preceding the objection. If the
member is objecting to another memberÕs classification, the Secretary General
or other person duly authorised by the Council shall, upon receipt of a notice
under this paragraph, serve upon the other member a copy of the notice and
statement. Within twenty-eight days of receipt of the copy of the notice and
statement the other member shall be entitled to lodge with the Secretary
General or other person duly authorised by the Council a reply to any of the
matters contained in the statement.
(b) Within
forty-two days of receipt of a notice and statement, or of receipt of any reply
thereto, lodged under sub-paragraph (a) of this paragraph, the Membership
Committee shall consider and determine the objection and shall notify in
writing:Ñ
(i) the
member of the Society whose classification is the subject of the objection and
his memberÕs agent; and
(ii) if
another member of the Society initiated the objection, that other member,
of its
determination thereon and of the right to appeal in accordance with this byelaw
and shall, if the determination so requires, direct that the Register be
amended.
(c) The
Membership Committee may consider and determine the objection solely on the
basis of the notice and statement and any reply thereto lodged under
sub-paragraph (a) of this paragraph. 8. (a) Where the
Membership Committee has determined that an objection made under paragraph 7 of
this byelaw be upheld only the member of the Society whose classification is
the subject of the objection may appeal against that determination, and where
the Membership Committee has determined that such an objection be rejected only
the member who has initiated the objection may appeal.
(b) There
shall be a committee to hear appeals from a determination by the Membership
Committee under this byelaw which shall consist of one working member, one
external member and one nominated member of the Council to be appointed from
time to time by the Chairman of LloydÕs, and such body is referred to in this
byelaw as the ÒClassification Appeals
CommitteeÓ. 9. (a) An appeal under this byelaw shall be
made by the member of the Society (Òthe AppellantÓ) lodging with the
Classification Appeals Committee within fourteen days of the receipt by the
Appellant of the determination of the Membership Committee:Ñ
(i) a
notice that the Appellant appeals against the determination of the Membership
Committee and the grounds for such appeal; and
(ii) particulars
of any evidence upon which it is sought to rely.
(b) If
the Appellant is appealing against a determination of the Membership Committee
on an objection initiated by or relating to the classification of another
member of the Society (in this paragraph referred to as Òthe RespondentÓ), the
Classification Appeals Committee shall upon receipt of the notice and other
documents required under sub-paragraph (a) of this paragraph serve copies of
the notice and other documents upon the Respondent.
(c) Within
twenty-eight days of the date of the service upon him of the copies of the
notice and other documents under sub-paragraph (b) of this paragraph, the Respondent
may lodge with the Classification Appeals Committee a reply to any of the
matters contained in the notice and any other documents and particulars of any
evidence upon which it is sought to rely.
(d) An appeal shall be
by way of hearing on documents, save that, if upon application the
Classification Appeals Committee shall in its discretion so allow, the
Appellant and, where there is a Respondent, the Respondent shall be entitled to
an oral hearing before the Classification Appeals Committee and may be
represented at that hearing by his memberÕs agent or another person of his
choice.
(e) Subject
to sub-paragraph (d) above, the Classification Appeals Committee may conduct
the hearing in such manner and at such time as it considers appropriate and may
proceed with the hearing notwithstanding the failure by the Appellant or the
Respondent to attend.
(f) The
Classification Appeals Committee shall within seven days of the hearing give to
the Appellant and, where there is a Respondent, the Respondent written notice
of its decision (but without being obliged to give any reason therefor) and
shall, if the case so requires, direct that the Register be amended.
(g) No
appeal shall lie from a decision of the Classification Appeals Committee.
10. (a) The
Membership Committee may hear and determine all objections to the
classification of a member of the Society at the same time.
(b) The
Classification Appeals Committee may upon its own motion consolidate and hear
together all appeals against the determination of the Membership Committee as
to the classification of a member of the Society. 11. The
Membership Committee or the Classification Appeals Committee, as the case may
be, may upon application, or on its own motion, extend or abridge as it thinks
fit any time limit specified in this byelaw. 12. [Deleted on 6
January 1993 by Byelaw No. 1 of 1993.] 13. Any election to the
Council shall not be challenged or otherwise declared to be invalid by reason
of any process of objection or any appeal under paragraph 7 or 9 respectively
of this byelaw not being determined or completed or for any other reason
relating to the classification of a member of the Society.
101. The
Underwriting Agents Byelaw
No. 4 of
1984, 14 May 1984
COMMENCEMENT
This
byelaw commenced on 14 May 1984.
AMENDMENTS
This
byelaw was amended by
Underwriting
Agents (Amendment) Byelaw (No. 8 of 1987)
Underwriting
Agents (Amendment No. 2) Byelaw (No. 4 of 1988)
LloydÕs
Market Certificate Byelaw (No. 6 of 1989)
Underwriting
Agents (Amendment No. 3) Byelaw (No. 9 of 1989)
Underwriting
Agents (Amendment No. 4) Byelaw (No. 14 of 1989)
Underwriting
Agents (Amendment No. 5) Byelaw (No. 18 of 1989)
Underwriting
Agents (Amendment No. 6) Byelaw (No. 4 of 1990)
Miscellaneous
Administrative Provisions (Amendment No. 2) Byelaw (No. 1 of 1993)
Underwriting
Agents (Amendment No. 7) Byelaw (No. 7 of 1993)
Annual
Subscribers, Associates, Substitutes and Others Byelaw (No. 8 of 1993)
Information
and Confidentiality Byelaw (No. 21 of 1993)
Underwriting
AgentsÕ Qualifications (Miscellaneous Amendments) Byelaw (No. 32 of 1993)
Transitional
and Conversion Arrangements (Corporate Member) Byelaw (No. 9 of 1994)
Underwriting
Agents (Amendment No. 8) Byelaw (No. 13 of 1994)
CompaniesÕ
Accounts (Miscellaneous Amendments) Byelaw (No. 15 of 1994)
Syndicate
Accounting Byelaw (No. 18 of 1994)
Underwriting
Agents (Amendment No. 9) Byelaw (No. 3 of 1995)
Underwriting
Agents (Amendment No. 10) Byelaw (No. 8 of 1995)
Underwriting
Agents (Amendment No. 11) Byelaw (No. 15 of 1995)
Appeal
Tribunal Byelaw (No. 18 of 1995)
Underwriting
Agents (Amendment No. 12) Byelaw (No. 5 of 1996)
Conversion
and Related Arrangements Byelaw (No. 22 of 1996).
Underwriting
Agents (Amendment No. 13) Byelaw (No. 36 of 1996)
Underwriting
Agents (Amendment No. 14) Byelaw (No. 20 of 1997)
Underwriting
Agents (Amendment No. 15) Byelaw (No. 14 of 1998)
Captive
Corporate Members Byelaw (No. 19 of 1998)
Premiums
Trust Fund and Regulating Trustee Byelaw (No. 22 of 1998)
Training
and Development Byelaw (No. 23 of 1998)
Proportional
Reinsurance Syndicates Byelaw (No. 9 of 1999, 347)
Underwriting
Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Revocation
Byelaw (No. 16 of 1999)
Run-Off
Years of Account (Revocation) Byelaw (No. 1 of 2000)
LloydÕs
Policy Signing Office Byelaw (No. 11 of 2000)
LloydÕs
Claims Byelaw (No. 12 of 2000)
Annual
Subscribers Byelaw (No. 15 of 2000)
LloydÕs
Brokers Byelaw (No. 17 of 2000)
Underwriting
Agents (Amendment No. 17) Byelaw (No. 2 of 2001)
Amendment
Byelaw (No. 9 of 2001).
PART
AÑDEFINITIONS
PART
BÑREGISTRATION, RENEWAL AND WITHDRAWAL OF REGISTRATION
Registration
Clearance
notification
Renewal and
withdrawal of registration
PART
CÑRULES FOR UNDERWRITING AGENTS
Section
IÑOwnership and Control
Managing
Agents
Companies
limited by shares registered under the Companies Acts
Companies
registered under the Companies Acts (other than companies limited by shares)
General
partnerships
Limited
partnerships
MembersÕ
Agents
Companies
limited by shares registered under the Companies Acts
Companies
registered under the Companies Acts (other than companies limited by shares)
General
partnerships
Limited
partnerships
Section
IIÑOperation
Managing
Agents
All
Underwriting Agents
Section
IIIÑMiscellaneous
All
Underwriting Agents
Consent to,
and notification of, changes
Accounts
and financial statements
The
CommitteeÕs power to obtain information
Substitute
agents
EEC
underwriting agents
[Section
IVÑAudit
All
Underwriting Agents][Section VÑFinancial Resources
All
Underwriting Agents
Financial
Resources]
NOTE ON
AMENDMENTS
Byelaw
No. 8 of 1987 amended this byelaw with the following words:
Ò(a) the
registration of bodies as underwriting agents and the renewal and withdrawal of
such registrations shall be under the control of the Council and accordingly
all references to the Committee shall be construed as references to the Council
provided that where any part of the procedure for the registration, or renewal
or withdrawal of such registration, of a body as an underwriting agent has been
performed by the Committee then the Council need not repeat the performance of
such part of the procedure;Ó.
Byelaw
No. 15 of 1987 amended paragraphs 1(a) and 16(c)(iii) of this byelaw and stated
that in so far as this byelaw applied to premium income in the calendar year
1987, the Committee would, until 31 December 1988 and where it appears
expedient, exercise its powers under paragraph 16(e) of this byelaw as if the
amendments to paragraphs 1(a) and 16(c)(iii) had not been made.
Byelaw
No. 14 of 1989 amended paragraph 56(b)(ii), (iii) and inserted (iv), and
amended paragraph 61(c)(ii), such amendments to come into force on 1 July 1991
and which would apply to all accounts and financial statements which are
delivered after that date and which have been prepared up to a date on or after
30 June 1991.
Byelaw
No. 4 of 1990 states that the requirement in paragraph 53(a)(i) of this byelaw
shall not apply to any change in the articles of association of an underwriting
agent being a company registered under the Companies Acts, which is made solely
in consequence of the provisions of this byelaw or byelaw No. 18 of 1989.
Part
AÑDefinitions
1. (a)
In this byelaw, the following expressions have the following meanings, unless
the context otherwise requires:
Òthe ActÓ
means LloydÕs Act 1982
[Òactive
underwriterÓ means, in relation to a syndicate, the person at or deemed by the
Council or Committee to be at, the underwriting box with principal authority to
accept risks on behalf of the members of the syndicate]
NOTE
[Òapproved
transfer agreementÓ has the meaning given in the Transitional and Conversion
Arrangements (Corporate Member) Byelaw (No. 9 of 1994)]
NOTE
ÒarrangementÓ
includes any agreement or arrangement whether or not intended to be enforceable
by legal proceedings and whether or not evidenced in writing
[ÒassociateÓ,
in relation to any person, means that personÕs wife, husband, minor child,
minor step-child, any body corporate of which that person is a director, any
employee or partner of that person and, if that person is a body corporate, any
subsidiary of that body corporate and any employee of any such subsidiary]
NOTE
Òassociated
with a LloydÕs brokerÓ has the meaning in sections 11(2) and 11(3) of the Act
and for the purposes of this definition, ÒLloydÕs brokerÓ has the meaning
ascribed to it in section 12(1)(b) of the Act
Òassociated
with a managing agentÓ has the meaning in section 10(2) of the Act
ÒbodyÓ
means any firm, partnership, corporation, association, or other body of persons
(whether corporate or unincorporate)
Òbyelaw 87Ó
means byelaw 87 made on 18 November 1970 pursuant to LloydÕs Acts 1871 to 1951
[Òcaptive
corporate memberÓ has the meaning given in the Schedule to the Membership
Byelaw (No. 17 of 1993, 111);
Òcaptive
syndicateÓ has the meaning given in the Schedule to the Membership Byelaw (No.
17 of 1993, 111);]
NOTE
Òclearance
notificationÓ means a notification given by the Committee pursuant to paragraph
10 of this byelaw
Òthe
Companies ActsÓ means one or more of the Companies Act 1862, the Companies
(Consolidation) Act 1908, the Companies Act 1929, the Companies Acts 1948 to
1983 [and the Companies Act 1985]
NOTE
[Òcompliance
officerÓ means the person appointed by an underwriting agent in accordance with
paragraph 52A of this byelaw;]
NOTE
ÒconstitutionÓ
means the memorandum of association, articles of association, deed, articles,
agreement and other instrument from time to time constituting, regulating or
defining the powers of a body
[Òcorporate
adviserÓ means a membersÕ agent, as described in paragraph (iii) of the
definition of ÒmembersÕ agentÓ, and which is designated a corporate adviser or,
where the context so admits, a body applying to be permitted by the Committee
to act solely as a corporate adviser;
Òcorporate
memberÓ has the meaning given in the Membership Byelaw (No. 17 of 1993, 111);]
NOTE
Ògeneral
partnershipÓ means a partnership (other than a limited partnership) to which
the Partnership Act 1890 applies
[Ògroup
company insurance businessÓ has the meaning given in the Schedule to the
Membership Byelaw (No. 17 of 1993, 111)];
NOTE
[Òhost
syndicateÓ means a syndicate through which one or more members underwrite
insurance business at LloydÕs and which is reinsured by the members of a
proportional reinsurance syndicate;]
NOTE
ÒinterestÓ
means:
(i) in
relation to a company registered under the Companies Acts, any interest of any
kind whatsoever in a share in such a company (disregarding any restraints or
restrictions to which the exercise of any right attached to the interest in the
share is, or may be, subject) and without limiting the meaning of ÒinterestÓ, a
person shall be taken to have an interest in a share if:
(a) he
enters into a contract for its purchase by him (whether for cash or other
consideration); or
(b) not
being the registered holder, he is entitled to exercise any right conferred by
the holding of that share or is entitled to control the exercise or
non-exercise of any such right; or
(c) he
has a right to call for delivery of the share to himself or to his order; or
(d) he
has a right to acquire an interest in a share or is under an obligation to take
an interest in a share,
whether
in any case the contract, right or obligation is absolute or conditional,
legally enforceable or not and evidenced in writing or not, and it shall be
immaterial that a share in which a person has an interest is unidentifiable
(ii) in
relation to a partnership share or a partnership, means any interest or right
to participate, whether legally enforceable or not and whether actual, prospective
or contingent, in that partnership share or in any profits or assets of that
partnership, whether or not the right or interest is evidenced in writing
Òlimited
partnerÓ has the meaning in section 4 of the Limited Partnerships Act 1907
Òlimited
partnershipÓ means a partnership registered under the Limited Partnerships Act
1907
Òmanaging
agentÓ means an underwriting agent which performs for an underwriting member
one or more of the following functions:
(a) underwriting
contracts of insurance at LloydÕs;
(b) reinsuring
such contracts in whole or in part;
(c) paying
claims on such contracts
or, if the
context requires, a body applying to be permitted by the Committee to perform
one or more of such functions
[Òmanaging
agentÕs trusteeÓ means, in regard to a managing agent, any trustee of one or
more premiums trust deeds designated under the terms of that deed or those
deeds as a or the managing agentÕs trustee in respect of that managing agent;]
NOTE
[ÒmemberÕs
syndicate premium limitÓ has the meaning given in paragraph 1(a) of the
Syndicate Premium Income Byelaw (No. 6 of 1984, 201)]
NOTE
ÒmembersÕ
agentÓ means an underwriting agent which:
(i) acts
on behalf of an underwriting member in accordance with a direct contractual
relationship with that underwriting member in respect of that underwriting
memberÕs business at LloydÕs but does not (or to the extent that it does not)
perform any of the functions of a managing agent [(but this shall not prevent a
membersÕ agent from acting as the underwriting agent through whom a transferor
underwrites an approved transfer agreement)]; or
(ii) if
the context requires, a body applying to be permitted by the Committee to act
pursuant to such a contractual relationship [[; or
(iii) acts
solely on behalf of a corporate member in accordance with the requirements of
the Council and each such membersÕ agent shall be designated Òcorporate
adviserÓ; or
(iv) if
the context requires, a body applying to be permitted by the Committee to act
solely as a corporate adviser.]]
NOTE
[Ònotifiable
eventÓ has the meaning, in regard to a managing agentÕs trustee, given in the
premiums trust deed or deeds for the purposes of which that trustee has been
designated as a or the managing agentÕs trustee;]
NOTE
[Ònotifiable
holdingÓ means voting rights or shares which, if acquired by any person, will
result in his becoming a 10 per cent controller, a 20 per cent controller, a 33
per cent controller, a 50 per cent controller or a majority controller;]
NOTE
ÒpartnerÓ
includes a general partner (as defined in section 3 of the Limited Partnerships
Act 1907) but not a limited partner
ÒpartnershipÓ
means a general partnership or a limited partnership, as the case may be
Òpartnership
shareÓ means the rights and interest of a partner or a limited partner, as the
case may be, in an underwriting agent which is a partnership
[Òpremiums
trust deedÓ has the meaning given in paragraph 1 of the Schedule to the
Membership Byelaw (No. 17 of 1993, 111);
Òpremiums
trust fundÓ has the meaning given in paragraph 1 of the Schedule to the
Membership Byelaw (No. 17 of 1993, 111);]
NOTE
[Òproportional
reinsurance contractÓ has the meaning given in the Proportional Reinsurance
Syndicates Byelaw (No. 9 of 1999, 347);
Òproportional
reinsurance syndicateÓ has the meaning given in the Proportional Reinsurance
Syndicates Byelaw (No. 9 of 1999, 347);
ÒPRS
ManagerÓ means an underwriting agent which performs for an underwriting member
the service of underwriting a proportional reinsurance contract, managing a
proportional reinsurance syndicate and such other services as are ancillary
thereto or, if the context so requires, a body applying to be permitted by the
Committee to perform one or more of such functions;]
NOTE
[É]
NOTE
[É]
NOTE
ÒregisterÓ
means the register of underwriting agents referred to in paragraph 3 of this
byelaw
[Òreinsurance
to closeÓ has the meaning given in Schedule 1 to the Syndicate Accounting
Byelaw (No. [18 of 1994, 326])
Òrun-off
accountÓ has the meaning given in paragraph 1 to the Syndicate Accounting Byelaw
(No. [18 of 1994, 326])
Òrun-off
managerÓ means, in relation to a run-off syndicate, the person who has
principal authority to negotiate or place contracts of reinsurance or negotiate
and settle the payment of claims on contracts of insurance or reinsurance on
behalf of the members of the syndicate
Òrun-off
syndicateÓ means a syndicate which no longer accepts new or renewal insurance
business (other than the variation or extension of risks previously
underwritten, or reinsurance to close an earlier year of account of that
syndicate)]
NOTE
ÒshareÓ in
relation to a company registered under the Companies Acts, includes stock
Òsubstitute
agentÓ means a body appointed in accordance with the byelaw entitled
ÒSubstitute AgentsÓ (No. 20 of 1983, 300)
[ÒsyndicateÓ
means an underwriting member or group of underwriting members of LloydÕs
underwriting insurance business at LloydÕs through the agency of a LloydÕs
underwriting agent to which member or group a particular syndicate number is
assigned by the Council;]
NOTE
Òsyndicate
allocated capacityÓ has the meaning given in paragraph 1(a) of the Syndicate
Premium Income Byelaw (No. 6 of 1984, 201)]
NOTE
[ÒtransferorÓ
has the meaning given in relation to an approved transfer agreement in the
[[Conversion and Related Arrangements Byelaw (No. 22 of 1996, 329)]]
NOTE
[Òunderwriting
agent meansÑ
(i) a
managing agent;
(ii) a
membersÕ agent;
(iii) a PRS
manager; or
(iv) a
person who acts in two or all of the capacities of managing agent, membersÕ
agent and PRS manager,
and
includes, where the context so requires, a body applying to be permitted by the
Committee to act as one of the above;]
NOTE
(b) In
paragraphs [. . .], 34(d), [. . .] and 49(d), ÒpersonÓ, when applied to a body
corporate, a general partnership or a limited partnership has the meaning given
to Òthat personÓ in section 12(1)(c), (e) and (f) or section 12(1)(d) to (f) of
the Act, as the case may be, and when applied to an individual has the meaning
given to Òthat individualÓ in section 12(1)(e) of the Act (but excluding the
proviso to that section).
[(c)(i)
In this byelaw and in any conditions and requirements prescribed under this
byelaw, except where it is expressly otherwise provided the several groups of
underwriting members to which in different years a particular syndicate number
is assigned by or under the authority of the Committee shall be treated as the
same syndicate, notwithstanding that they may not comprise the same
underwriting members with the same individual participations.
(ii) Where
a managing agent manages two or more syndicates which comprise the same members
with the same individual participations, those syndicates may for the purposes
of any conditions and requirements prescribed under this byelaw be grouped
together and treated as a single syndicate.
(d) For
the purposes of this byelaw a year of account of a syndicate shall be treated
as being closed at the time as from which reinsurance to close that year of
account takes effect; and a year of account shall be treated as open until it
is closed.
(e) In paragraph 54, references to
the accounts of underwriting agents or their ultimate holding companies being
such as they are required to deliver to the registrar of companies or are
required by law to prepare shall be construed without reference to sections 246
to 249 inclusive of the Companies Act 1985.]
NOTE
The
deletions from sub-paragraph (b) were made on 6 September 1995 by byelaw No. 15
of 1995 with effect from 10 September 1995.
[(f) In
this byelaw, Ò[[É]] controllerÓ means:
[É]
(ii) in
relation to a partnershipÑ
(aa) any person in
accordance with whose directions or instructions, either alone or with those of
any associate or associates, the partners are accustomed to act (but
disregarding advice given in a professional capacity); and
(bb) any person who,
either alone or with any associate or associates, is entitled to exercise, or
control the exercise of [[10]] per cent or more of the voting power at any
meeting of the partners;
(cc) any person
who, either alone or with any associate or associates, would, if the whole of
the partnership profits were in fact distributed among the partners entitle him
to receive [[10]] per cent or more of the amount so distributed;
(dd) any person who,
either alone or with any associate or associates, has such rights as would, in
the event of a winding up of the partnership or in any other circumstance,
entitle him to receive [[10]] per cent or more of partnershipÕs assets
available for distribution among partners [[; and ÒcontrolÓ shall be construed
accordingly.]]
NOTE
(g) [É]
NOTE
(h) For
the purposes of sub-paragraph (f)Ñ
(i) ÒassociateÓ,
in relation to any person, means that personÕs wife, husband or minor child or
step-child, any body corporate of which that person is a director, any person
who is an employee or partner of that person and, if that person is a body
corporate, any subsidiary undertaking of that body corporate and any employee
of any such subsidiary undertaking; and
(ii) Òsubsidiary
undertakingÓ and Òparent undertakingÓ have the respective meanings given in
section 258 of the Companies Act 1985.
(i) In
this byelaw [:
Ò10 per
cent controllerÓ means a controller in whose case the percentage referred to in
sub-paragraph (f) above is 10 or more but less than 20;
Ò20 per
cent controllerÓ means a controller in whose case the percentage is 20 or more
but less than 33;
Ò33 per
cent controllerÓ means a controller in whose case the percentage is 33 or more
but less than 50;
Ò50 per
cent controllerÓ means a controller in whose case that percentage is 50;
Òmajority
controllerÓ means a controller whose share holding is such that the body
corporate is his subsidiary undertaking.]
NOTE
(j) In
this byelaw, Òconnected companyÓ means, in relation to an underwriting agent,
any person who is controlled by or is under common control with that
under-writing agent.]
NOTE
Part
BÑRegistration, renewal and withdrawal of registration [Review]
Registration
[and review of registration]
2. The
registration of bodies as underwriting agents and the renewal [review] and
withdrawal of such registrations shall be under the control of the Committee.
NOTE
3. The
Committee shall maintain a register of all underwriting agents for the time
being permitted to act under this byelaw. [The register shall specify:
(a) the
capacity or capacities in which an underwriting agent is permitted to act;
(b) in
the case of a managing agent, the syndicates which that managing agent is
permitted to manage;
(c) in
the case of a PRS manager, the proportional reinsurance syndicates which that
PRS manager is permitted to manage; and
(d) such
other matters as the Committee may from time to time determine.]
NOTE
4. [(a)
Subject to paragraph 58 of this byelaw:
(i) no
person may act as a managing agent, a membersÕ agent or a PRS manager unless it
is a body registered as such under this byelaw;
(ii) no
person may manage a syndicate other than a proportional reinsurance syndicate
unless it is a managing agent permitted to manage that syndicate under this
byelaw;
(iii) no
person may manage a proportional reinsurance syndicate unless it is a PRS
manager permitted to manage that proportional reinsurance syndicate under this
byelaw.]
NOTE
[(b)] The
procedures for registration under byelaw 87 shall cease to have effect on the
date of this byelaw. Any approval given to an underwriting agent under byelaw
87 shall automatically lapse on the registration of that underwriting agent
under this byelaw or at the close of business on 22 July 1987, whichever is the
earlier. Byelaw 87 (so far as previously unrevoked) is hereby revoked with
effect from 22 July 1987.
NOTE
5. Any
body wishing to act as an underwriting agent [ . . . ] may apply to the
Committee for its name to be entered in the register. Applications shall be made
in accordance with such procedures and shall be accompanied by such documents
and information as the Committee may from time to time determine. Applicants
shall pay fees in accordance with such scale of charges as may from time to
time be laid down by the Committee.
NOTE
6. (a)
The Committee shall have power to:
(i) consider
applications for entry in the register and applications for renewal of any such
entry;
[(ii) grant
permission to bodies to act:
(aa) as a managing
agent;
(bb) as a membersÕ
agent;
(cc) as a PRS
manager; or
(dd) in two or all of
the capacities of managing agent, membersÕ agent and PRS manager;
and
to grant permissions to a managing agent to manage specific syndicates and
permissions to a PRS manager to manage specific proportional reinsurance
syndicates;
(iii) on
such grant, cause to be entered in the register the names of such underwriting
agents and, where applicable, the identities of the syndicates which a managing
agent is permitted to manage and any other matters which the Committee may
determine in accordance with paragraph 3 of this byelaw;]
NOTE
[(iiia) conduct a review of any
permission granted to any body [[to act as a managing agent, as a membersÕ
agent, as a PRS manager or in two or all of such capacities, or to manage a
specific syndicate or proportional reinsurance syndicate,]] in order to
determine whether such agent continues [[[, or would (following any act or
matter in respect of which the CouncilÕs clearance, agreement, permission or
consent is being sought whether under this byelaw or any other) continue,]]] to
qualify for registration pursuant to paragraph 8 of this byelaw and whether
grounds exist or may exist which would or might justify the exercise of any
power granted to the Council by paragraph 9 or 11 of this byelaw and in
connection with any such review, the Council shall (in addition to its powers
under paragraph 57 of this byelaw) have power to require the underwriting agent
(aa) to provide such
documents and information as the Council may from time to time determine, and
(bb) to comply with
such requirements as the Council may from time to time determine relating to
the procedures to be adopted for conducting any such review;]
(iv) give
clearance notifications in accordance with paragraph 10 of this byelaw; and
(v) withdraw
permissions to act in accordance with paragraph 11 of this byelaw.
(b) Any
permission granted under this byelaw shall be either for a specific period or
expressed to be for an indefinite period of time. In the case of any permission
for an indefinite period of time, the Committee shall have power (but without
prejudice to the CommitteeÕs power to withdraw any such permission at any
time[, and whether or not as a consequence of any review]) at any time to
decide that the permission shall expire on a specified date being not less than
[[[[six months]]]] from such decision. Notice of such decision shall be given
to the underwriting agent within 14 days thereof.
NOTES
7.
[Deleted on 6 January 1993 by Byelaw No. 1 of 1993.]
8. [No body shall be registered as
a managing agent, as a membersÕ agent, as a PRS manager or in two or all of
such capacities, or be granted permission to manage a specific syndicate or
proportional reinsurance syndicate, and no such registration or permission
shall be renewed unless the Committee is satisfied that:]
(a) the
constitution of the body is in form and substance acceptable to the Committee
so as to enable the underwriting agent at all times to comply, and, where
appropriate in the opinion of the Committee, to procure compliance, with the
requirements and intent of Section I of Part C of this byelaw as from time to
time amended and any other byelaw or regulation for the time being in force and
applicable to it;
NOTE
(b) the
body complies with the requirements and intent of Sections I and II of Part C
of this byelaw as from time to time amended and any other byelaw or regulation
for the time being in force and applicable to it; [É]
[(ba) without prejudice to
paragraph 14 of this byelaw, [[[there is no subsisting arrangement to which
paragraph 8A, 8AA or 8AAA of this byelaw applies;]]] and which affects the body
[[other than an arrangement in respect of which the Council has given its prior
written consent]];] [É]
NOTE
The
words in double square brackets were added with effect from 7 February 1996 by
byelaw No. 5 of 1996. Those in treble square brackets were inserted with effect
from 9 June 1999 by byelaw No. 9 of 1999, 347, dated 12 May 1999.
[(bb) the body possesses and
maintains such financial resources as the Council may from time to time
prescribe under paragraph 66 of this byelaw; and]
NOTE
[(bba) the body complies or will comply
with the provisions of the Financial Services and Markets Act 2000 and any
rule, direction, requirement, principle, evidential provision, code or guidance
made given or issued by the Financial Services Authority applicable to the body
if it is so registered or permission is granted or if such registration or
permission is renewed; and]
NOTE
[(bc) in the case of a managing
agent:
(i) the
name, reputation or standing of the Society and of its members;
(ii) the
general rating or ratings of the LloydÕs market applying to policies of
insurance underwritten by members of the Society; and
(iii) the
authorisation of members of the Society to conduct insurance business overseas
neither
are nor have been nor are at any time likely to be unduly adversely affected by
the past, present or future underwriting performance of any syndicate while
managed by that managing agent; and]
NOTE
(c) the
body is fit and proper to be a managing agent [[a membersÕ agent, a PRS manager
or to act in two or all of such capacities (as the case may be), or to be
granted permission to manage a specific syndicate or proportional reinsurance
syndicate. In deciding whether a body is fit and proper to be an underwriting
agent of the relevant category or to manage a specific syndicate or
proportional reinsurance syndicate, the Committee shall have regard to the
following criteria:]]
NOTES
(i) the
[character and] suitability of the directors (both individually and
collectively) for the time being of, or the partners (both individually and
collectively) for the time being in, the underwriting agent;
NOTE
[(ia) the character and
suitability of the compliance officer for the time being of the underwriting
agent;]
NOTE
[(ib) [[[in the case of
a managing agent and a membersÕ agent,]]] the compliance of each director,
compliance officer and active underwriter [[and other persons with requirements
made under the Training and Development Byelaw (No. 23 of 1998, 343)]] and
requirements made thereunder; and]
NOTE
[É]
NOTE
[(ic) in the case
of a PRS manager, the compliance of each director, compliance officer, other
employee and any person retained by the PRS manager to carry out any of the
functions in subparagraph 8(c)(x)(C) of the Training and Development Byelaw
(No. 23 of 1998, 343) and the requirements made thereunder;]
NOTE
(iii) in
the case of a managing agent, the nature and number of the syndicates which
that managing agent is seeking permission to manage;
[(iiia) in the case of a body
seeking permission to manage a specific syndicate which at the time of
application for such permission is managed by another body, the first-mentioned
bodyÕs ability to manage, should it become necessary, any years of account of
such syndicates which have not been closed by reinsurance to close (including
any run-off accounts of such syndicates);] and
NOTE
[(iiib) in the case of a PRS
manager, the nature and number of the proportional reinsurance syndicates which
that PRS manager is seeking permission to manage;]
NOTE
(iv) in
the case of a managing agent, the [character and] suitability of the active
underwriter of [[each syndicate which that managing agent manages or (as the
case may be) is seeking permission to manage]];
NOTES
[(iva) in the case of a
managing agent [[or PRS manager]], the character and suitability of the run-off
manager of any run-off syndicate which that managing agent [[or PRS manager]]
manages or (as the case may be) is seeking permission to manage;]
NOTE
[(ivb) the reputation,
financial standing, character and suitability of any person who controls the
underwriting agent;
(ivc) the reputation
and financial standing of any connected company of the underwriting agent;]
NOTE
(v) the
underwriting agentÕs ability to supervise and service all of its activities and
responsibilities and to be fully and properly accountable for those activities;
(vi) the
location, adequacy and suitability of the staff of the underwriting agent;
(vii) the
location of the books and other records of the underwriting agent relating to
the conduct of its business at LloydÕs;
(viii) conformity with
such requirements as the Committee may from time to time stipulate with regard to
errors and omissions insurance;
(ix) [the
underwriting agentÕs record of compliance (if any) with this byelaw and with
the Core Principles for Underwriting Agents set out in Schedule 2 to the Core
Principles Byelaw (No. 34 of 1996, 420) and any codes of practice relating to
the Core Principles for Underwriting Agents and any other byelaw, regulation or
requirement of the Council;]
NOTE
[(ixa) any condition imposed
under paragraph 9; and]
NOTE
(x) any
other matters which in the opinion of the Committee should be taken into
account in deciding whether a body is fit and proper to be a managing agent
[[[, a membersÕ agent, a PRS manager or to act in two or all of such capacities
(as the case may be), or to manage or to continue to manage (as the case may be)
specific syndicates or proportional reinsurance syndicates]]]
[and
may have regard to the character and suitability of any manager of the
underwriting agent, or any other person who works for the underwriting agent
whether [[under a contract of service or for services or otherwise]] and
(A) in
the case of a membersÕ agent is a person whose functions include advising
underwriting members on whose behalf that membersÕ agent acts or is a person
who has authority to effect or arrange the effecting of investment transactions
on behalf of such members;
(B) in
the case of a managing agent is a person who has authority to accept risks or
negotiate or place contracts of reinsurance on behalf of the members of a
syndicate managed by that managing agent or negotiate and settle the payment of
claims on such contracts or effect or arrange the effecting of investment
transactions on behalf of such members] [[[;
(C) in
the case of a PRS manager is a person who has authority to accept risks or
negotiate or place contracts of reinsurance on behalf of the members of a
proportional reinsurance syndicate managed by that PRS manager and to assess
and negotiate settlement amounts in respect of the commutation of liabilities
under such contracts and negotiate and settle the payment of claims on such
contracts and to effect or arrange the effecting of investment transactions on
behalf of such members.]]]
NOTES
[8A. (a)The
arrangements to which paragraph 8 (ba) applies are:
(i) subject
to sub-paragraph (b) below, any arrangement the purpose or effect of which is
to place any member of a LloydÕs broker grouping in a position in which it is
able to influence the conduct of the business of a managing agent including,
but without limitation, any agreement or other arrangement with any of the
shareholders or members of a managing agent, or any other person, under which a
member of a LloydÕs broker grouping has the power to control to any extent:
(A) the
appointment or removal of any director of a managing agent;
(B) the
exercise of any voting rights in a managing agent; or
(C) the
conduct of the business of a managing agent by the directors or partners of the
managing agent;
(ii) subject
to sub-paragraph (b) below, any arrangement the purpose or effect of which is
to place any member of a managing agent grouping in a position in which it is
able to influence the conduct of the business of a LloydÕs broker including,
but without limitation, any agreement or other arrangement with any of the
shareholders or members of a LloydÕs broker, or any other person, under which a
member of a managing agent grouping has the power to control to any extent:
(A) the
appointment or removal of any director of a LloydÕs broker;
(B) the
exercise of any voting rights in a LloydÕs broker; or
(C) the conduct
of the business of a LloydÕs broker by the directors or partners of the LloydÕs
broker; and
(iii) subject
to sub-paragraph (c) below, any arrangement under which:
(A) a
member of a managing agent grouping has a right to receive, or an expectation
of receiving, any amount out of, or calculated by reference to, the general
profits or earnings of a LloydÕs broker including, but without limitation, any
amount distributed among its shareholders by a LloydÕs broker; or
(B) a
member of a LloydÕs broker grouping has a right to receive, or an expectation
of receiving, any amount out of, or calculated by reference to, the general
profits or earnings of a managing agent including but without limitation any
amount distributed among its shareholders by a managing agent.
(b) Sub-paragraphs
(a)(i) and (ii) above do not apply to a normal commercial arrangement that is
an arrangement of a nature which may be expected to exist between independent
persons dealing at arms length and the implementation of which would not, in
the opinion of the Council, be expected to involve:
(i) a
managing agent in an unacceptable conflict of interest with any underwriting
member for whom that managing agent acts as such at LloydÕs; or
(ii) a
LloydÕs broker in an unacceptable conflict of interest with any person for whom
he acts as a LloydÕs broker.
(c) Sub-paragraph
(a)(iii) above does not apply to any sub-agency agreement between a membersÕ
agent controlled by a LloydÕs broker and a managing agent under which the
managing agent shares in the salary and profit commission to which the membersÕ
agent is entitled (and for this purpose sections 12(1)(e) and 12(2)(c) of the
Act shall apply in determining whether a membersÕ agent is controlled by a
LloydÕs broker).
(d) In
this paragraph 8A (except sub-paragraphs (b) and (e)):
(i) ÒLloydÕs
brokerÓ has the meaning in section 12(1)(b) of the Act;
(ii) sub-paragraphs
(A) and (B) of section 12(1)(a) of the Act shall apply to any reference to a
Òmanaging agentÓ (and for this purpose references in sections 12(1)(e) and
12(1)(a) to a managing agent shall be deemed to include the body applying for
registration or renewal of registration);
(iii) ÒLloydÕs
broker groupingÓ, in relation to a LloydÕs broker, means collectively each of
the persons who are deemed to be included within the meaning of the words Òthat
personÓ when applied to that LloydÕs broker pursuant to section 12(1)(c) or
12(1)(d) of the Act, as the case may be; and
(iv) Òmanaging
agent groupingÓ, in relation to a managing agent, means collectively each of
the persons who are deemed to be included within the meaning of the words Òthat
personÓ when applied to that managing agent pursuant to section 12(1)(c) or
12(1)(d) of the Act, as the case may be.
(e) For
the purposes of paragraph 8(ba), an arrangement falling within this paragraph
affects a body applying for registration or renewal of registration if the body
or any person who in relation to the body is treated by sub-paragraph (d)(ii)
above as falling within the expression Òmanaging agentÓ, participates in the
arrangement.]
NOTE
[8AA (a)
The arrangements to which paragraph 8(ba) applies are:
(i) subject
to subparagraph (b) below, any arrangement the purpose or effect of which is to
place any member of a LloydÕs broker grouping in a position in which it is able
to influence the conduct of the business of a PRS manager including, but
without limitation, any agreement or other arrangement with any of the
shareholders or members of a PRS manager or any other person, under which a
member of a LloydÕs broker grouping has the power to control to any extent:
(A) the
appointment or removal of any director of a PRS manager;
(B) the
exercise of any voting rights in a PRS manager; or
(C) the
conduct of the business of a PRS manager by the directors or partners of the
PRS manager;
(ii) subject
to subparagraph (b) below, any arrangement the purpose or effect of which is to
place any member of a PRS manager grouping in a position in which it is able to
influence the conduct of the business of a LloydÕs broker including, but
without limitation, any agreement or other arrangement with any of the
shareholders or members of a LloydÕs broker, or any other person, under which a
member of a PRS manager grouping has the power to control to any extent:
(A) the
appointment or removal of any director of a LloydÕs broker;
(B) the
exercise of any voting rights in a LloydÕs broker; or
(C) the
conduct of the business of a LloydÕs broker by the directors or partners of the
LloydÕs broker; and
(iii) subject
to subparagraph (c) below, any arrangement under which:
(A) a
member of a PRS manager grouping has a right to receive, or any expectation of
receiving, any amount out of, or calculated by reference to, the general
profits or earnings of a LloydÕs broker including, but without limitation, any
amount distributed among its shareholders by a LloydÕs broker; or
(B) a
member of a LloydÕs broker grouping has a right to receive, or an expectation
of receiving, any amount out of, or calculated by reference to, the general
profits or earnings of a PRS manager including but without limitation any
amount distributed among its shareholder by a PRS manager.
(b) Subparagraphs
(a)(i) and (ii) above do not apply to a normal commercial arrangement that is
an arrangement of a nature which may be expected to exist between independent
persons dealing at arms length and the implementation of which would not, in
the opinion of the Committee, be expected to involve:
(i) a
PRS manager in an unacceptable conflict of interest with any underwriting
member for whom that PRS manager acts as such at LloydÕs; or
(ii) a
LloydÕs broker in an unacceptable conflict of interest with any person for whom
he acts as a LloydÕs broker.
(c) Subparagraph
(a)(iii) above does not apply to any subagency agreement between a membersÕ
agent controlled by a LloydÕs broker and a PRS manager under which the PRS
manager shares in the salary and profit commission to which the membersÕ agent
is entitled (and for this purpose sections 12(1)(e) and 12(2)(c) of the Act
shall apply in determining whether a membersÕ agent is controlled by a LloydÕs
broker).
(d) In
this paragraph 8AA (except subparagraphs (b) and (e)):
(i) ÒLloydÕs
brokerÓ has the meaning given in paragraph 8A(d)(i);
(ii) ÒLloydÕs
broker groupingÓ has the meaning given in paragraph 8A(d)(iii); and
(iii) ÒPRS
manager groupingÓ, in relation to a PRS manager, means collectively each of the
persons who are deemed to be included within the meaning of the words Òthat
personÓ when applied to that PRS manager pursuant to section 12(1)(c) or
12(1)(d) of the Act, as the case may be.
(e) For
the purposes of paragraph 8(ba), an arrangement falling within this paragraph
affects a PRS manager applying for registration or renewal of registration.
8AAA
(a) The arrangements to which paragraph 8(ba) applies are:
(i) subject
to subparagraph (b) below, any arrangement the purpose or effect of which is to
place any member of a host syndicate managing agent grouping in a position in
which it is able to influence the conduct of the business of a PRS manager
which is the PRS manager of the proportional reinsurance syndicate reinsuring a
member or members of the relevant host syndicate including, but without
limitation, any shareholding, agreement or other arrangement with any of the
shareholders or members of that PRS manager, or any other person, under which a
member of that host syndicate managing agent grouping has the power to control
to any extent:
(A) the
appointment or removal of any director of that PRS manager;
(B) the
exercise of any voting rights in that PRS manager; or
(C) the
conduct of the business of that PRS manager by the directors or partners of
that PRS manager;
(ii) subject
to subparagrph (b) below, any arrangement the purpose or effect of which is to
place any member of a PRS manager grouping in a position in which it is able to
influence the conduct of the business of a managing agent which is the managing
agent of the host syndicate reinsured by the members of the relevant
proportional reinsurance syndicate including, but without limitation, any
shareholding, agreement or other arrangement with any of the shareholders or
member of that managing agent or any other person, under which a member of that
PRS manager grouping has the power to control to any extent:
(A) the
appointment or removal of any director of that managing agent;
(B) the
exercise of any voting rights in that managing agent; or
(C) the
conduct of the business of that managing agent by the directors or partners of
the managing agent;
(b) Subparagraphs
(a)(i) and (ii) above do not apply to a normal commercial arrangement that is
an arrangement of a nature which may be experienced to exist between
independent persons dealing at arms length and the implementation of which
would not, in the opinion of the Committee, be expected to involve:
(i) a
PRS manager in an unacceptable conflict of interest with any underwriting
member for whom the PRS manager acts as such at LloydÕs; or
(ii) a
managing agent in an unacceptable conflict of interest with any person for whom
he acts as managing agent.
(c) In
this paragraph 8AAA (except subparagraphs (b) and (d)):
(i) Òmanaging
agent groupingÓ has the meaning given in 8A(d)(iv); and
(ii) ÒPRS
manager groupingÓ has the meaning given in paragraph 8AA(d)(iii).
(d) For
the purposes of paragraph 8(ba), an arrangement falling within this paragraph
affects a PRS manager applying for registration or renewal of registration.]
NOTE
[8B. In
exercising any of the powers and discretions conferred on it under this byelaw
the Council may
(a) subject
to any contrary provision in any other byelaw, have regard to any information
in its possession, from whatever source;
(b) consult
with such persons and in relation to such matters as it may think fit; [É]
[(ba) establish or appoint
such persons, committees, or sub-groups as it may think fit; and]
(c) have
regard to any business or activities of any body or person, whether at LloydÕs
or elsewhere.]
NOTE
Subparagraph
(ba) was inserted on 6 September 1995 by byelaw No. 15 of 1995 with effect from
10 September 1995.
[8(C) No
body shall act or be granted permission to act as managing agent of a captive
syndicate if that body is an associate, controller or a connected company of
the captive corporate member which underwrites or which will underwrite (as the
case may be) through the captive syndicate.]
NOTE
[9. (a)In
granting permission to a body to act as an underwriting agent, or to manage
specific syndicates [[or proportional reinsurance syndicates]] or after a review
of a bodyÕs permission so to act or to manage, [or granting consent to the
existence of an arrangement to which paragraph 8A [[, 8AA or 8AAA]] applies,]
the Council may impose such conditions as it thinks [[[necessary or appropriate
including but not limited to conditions to]]] ensure:
NOTE
[[(i) that the
body is or will continue to be fit and proper to be a managing agent, a
membersÕ agent, a PRS manager or to act in two or all of such capacities (as
the case may be);
(ii) that
the body is or will continue to be fit and proper to manage or to continue to
manage (as the case may be) the specific syndicates or proportional reinsurance
syndicates which it manages or is seeking permission to manage;]]
[(iii) that no
unacceptable conflict of interest arises in relation to a managing agent with
any underwriting member for whom that managing agent acts as such at LloydÕs
[[or in relation to a PRS manager with the managing agent of the host syndicate
or in relation to a PRS manager with any underwriting member for whom that PRS
manager acts as such at LloydÕs;]]
(iv) that
no unacceptable conflict of interest arises in relation to a LloydÕs broker
with any person for whom he acts as a LloydÕs broker;
(v)] that the
body will or will continue to comply with the requirements of LloydÕs Acts 1871
to 1982, the byelaws and regulations made under those Acts and any conditions
and requirements imposed under any such byelaw or regulation and for the time
being applicable to it, and will pay or continue to pay due regard to any codes
of practice issued by the Council or the Committee [[[;]]]
[[[(vi) that the body will or
will continue to comply with the provisions of the Financial Services and
Markets Act 2000 and any rule, direction, requirement, principle, evidential
provision, code or guidance made given or issued by the Financial Services
Authority applicable to the body in its capacity as an underwriting agent]]]
and
may from time to time add to, alter or withdraw any condition so imposed.
NOTE
(b)Without
prejudice to the generality of sub-paragraph (a) above, the Council may, as a
condition of granting permission to a body to act as an underwriting agent or
to manage specific syndicates [[[or proportional reinsurance syndicates]]] or
after a review of a [personÕs] permission so to act or to manage, [or granting
consent to the existence of an arrangement to which paragraph 8A [[[, 8AA or
8AAA]]] applies,] require any [controller of the underwriting agent [[or any of
the persons referred to in paragraph 8A]] to execute and deliver or otherwise
become a party to such deeds, contracts, bonds, guarantees, undertakings and
other documents as the Council may specify (whether generally or in relation to
a particular case).
NOTE
(ba)Without
prejudice to the generality of sub-paragraph (b) above, the Council may require
a controller to execute any or all of the following:
(i) an
undertaking that it will procure that there are no transactions, or no
transactions of a class or classes specified in the undertaking involving both
members of any syndicate managed by a managing agent [[or any proportional
reinsurance syndicate managed by a PRS manager]] and the controller or any
connected company;
(ii) an
undertaking restricting the extent to which the controller or any connected
company may directly or indirectly participate in or seek to influence the
business of the managing agent [[or PRS manager]] or any decisions of the
managing agent [[or PRS manager]] affecting the underwriting policies of any
syndicate managed by that agent or the insurance transactions to be concluded
or reinsurance programmes to be followed by such a syndicate.]
NOTE
(c) Without
prejudice to the generality of sub-paragraph (a) above, the Council may as a
condition of granting permission to a body to manage specific syndicates [or
proportional reinsurance syndicates], require the body to execute such
undertakings in such form in relation to such syndicates including without
limitation:
(i) undertakings
[É] in relation to any run-off account of such syndicates as may be specified,
as if the body were the managing agent [or PRS manager] responsible for the
run-off account concerned;
(ii) undertakings
that it will take such action and perform such services in relation to any
years of account of such syndicates which have not been closed by reinsurance
to close (including any run-off account of such syndicates),
as
may be specified.]
NOTE
Clearance
notification
10. (a) Any
underwriting agent which proposes to make any arrangement or take any other step
(the ÒproposalsÓ) so as to enable it to comply with all or any of the
requirements of paragraphs 8(a) or (b) [or (ba)] of this byelaw and/or satisfy
all or any of the criteria specified in paragraph 8(c)(v) to (ix) of this
byelaw may, at any time before implementing the proposals, submit full details
of the proposals to the Committee. The Committee shall notify the underwriting
agent in writing whether the Committee is satisfied that, subject to
implementation of the proposals without amendment and fulfilment of any
conditions set out in the clearance notification, the underwriting agent will:
(i) comply
with such of the requirements of paragraph 8(a) and (b) [or (ba)] of this
byelaw; and/or
(ii) satisfy
such of these criteria specified in paragraph 8(c)(v) to (ix) of this byelaw
as are
specified in the clearance notification.
(b) For
the purposes of this byelaw, a clearance notification shall be conclusive proof
of compliance with all the matters specified therein provided that full details
of the proposals have been submitted to the Committee, the proposals are
implemented without amendment and any conditions set out in the clearance
notification have been fulfilled.
[(c) Every
clearance notification given in accordance with paragraph (a) above shall (if
the proposals specified therein have not been implemented) expire three months
or such longer period as the Council may specify after the date of the written
notification thereof to the underwriting agent.]
NOTE
Renewal and
withdrawal of registration
11. [Subject
to the provisions of paragraph 11A of this byelaw and without] prejudice to the
powers of the Council or the Committee under any byelaw or regulation for the
time being in force:
(a) upon
expiry of any permission granted under this byelaw, the Committee shall remove
the name of the underwriting agent concerned from the appropriate part of the
register unless such permission has been renewed by the Committee under this
byelaw;
(b) the
Committee shall withdraw the permission of a managing agent to act as such and
shall remove its name from the register if the managing agent ceases to comply
with paragraph 14 of this byelaw;
(c) the
Committee may at any time [and whether or not as a consequence of any review]
withdraw the permission of a managing agent [[a membersÕ agent, a PRS manager
or a person acting in two or all of such capacities (as the case may be)]] to
act as such (and, on such withdrawal, shall remove its name from the
appropriate part of the register) if it:
NOTES
The
second words in square brackets were inserted on 8 June 1988 by byelaw No. 4 of
1988 with effect from 1 July 1988.
The
words in double square brackets were inserted on 14 May 1999 by byelaw No. 9 of
1999, 347, with effect from 6 June 1999.
(i) ceases
to comply with any of the requirements (other than paragraph 14) applicable to
it and contained in Part C of this byelaw as from time to time amended; or
[(ia) makes any
arrangement to which paragraph 8A [[[, 8AA or 8AAA]]] applies [[other than an
arrangement in respect of which the Council has given its prior written
consent]]; or]
NOTE
(ii) [is
not in the opinion of the Committee a body which is fit and proper to be a
managing agent, a membersÕ agent, a PRS manager or to act in two or all of such
capacities (as the case may be)];
NOTE
[(iia) fails to maintain
financial resources in accordance with the requirements prescribed under
paragraph 66 of this byelaw; or]
NOTE
(iii) [ceases
to act as a managing agent, a membersÕ agent, a PRS manager or in two or all of
such capacities (as the case may be) at LloydÕs;]
NOTE
[(iiia) fails to comply with
any condition imposed upon it by the Council pursuant to paragraph 9 of this
byelaw or with any condition or requirement imposed upon it under the [[LloydÕs
Claims Byelaw (No. 12 of 2000, 528),]] Central Accounting Byelaw (No. 20 of
1998, 525) or the LloydÕs Policy Signing Office Byelaw (No. 11 of 2000, 527);
or]
NOTE
[(iiib) fails to comply with
the provisions of the Financial Services and Markets Act 2000 or any rule,
direction, requirement, principle, evidential provision, code or guidance made
given or issued by the Financial Services Authority applicable to it in its
capacity as an underwriting agent; or]
NOTE
(iv) so
requests;
[(d) the Council
may at any time and whether or not as a consequence of any review withdraw the
permission of a managing agent to manage a syndicate (and, on such withdrawal,
shall amend the register accordingly) if:
(i) the
managing agent is not in the opinion of the Council capable of managing that
syndicate; or
(ii) the
managing agent, or any underwriter acting on behalf of that syndicate, is in
breach of the Multiple Syndicates Byelaw (No. 5 of 1989) or of a condition of
any consent granted thereunder in relation to that syndicate; or
[[(iia) if the managing agent
fails to comply with the provisions of the Financial Services and Markets Act
2000 or any rule, direction, requirement, principle, evidential provision, code
or guidance made given or issued by the Financial Services Authority applicable
to it in its capacity as a managing agent]]
(iii) the
managing agent so requests;]
NOTE
[(da) the Council may at any
time and whether or not as a consequence of a review withdraw the permission of
a PRS manager to manage a proportional reinsurance syndicate (and, on such
withdrawal, shall amend the register accordingly) if;
(i) the
PRS manager is not, in the opinion of the Council, capable of managing that
proportional reinsurance syndicate; [[É]]
[[(ia) if the PRS manager
fails to comply with the provisions of the Financial Services and Markets Act
2000 or any rule, direction, requirement, principle, evidential provision, code
or guidance made given or issued by the Financial Services Authority applicable
to it in its capacity as a PRS manager; or]]
(ii) the
PRS manager so requests;]
NOTE
[(db) the Council may at any
time withdraw the permission of a managing agent to act as such (and, on such
withdrawal, shall remove its name from the appropriate part of the register) if
the Council considers that:
(i) the
name, reputation or standing of the Society or of its members;
(ii) the
general rating or ratings of the LloydÕs market applying to policies of
insurance underwritten by members of the Society; or
(iii) the
authorisation of members of the Society to conduct insurance business overseas
is
or has been or is at any time likely to be unduly adversely affected by the
past, present or future underwriting performance of any syndicate while managed
by that managing agent.]
NOTE
(e) where
the Committee proposes to withdraw a permission to act under sub-paragraphs
(b), (c) [(other than under sub-paragraph (c)(iv)), (d)(i), (da)(i) or (d)(ii)
above,] the Committee shall give the underwriting agent concerned notice in
writing of the CommitteeÕs intention specifying the reasons why the Committee
proposes to act and, before taking any action under any such sub-paragraph, the
Committee shall take into account any representations made by or on behalf of
the underwriting agent concerned within the period of 14 days beginning with
the date of the notice. After taking account of such representations, the
Committee shall decide, and shall notify the underwriting agent accordingly,
whether to:
NOTE
(i) withdraw
its permission to act and remove its name from the appropriate part of the
register; or
(ii) withdraw
its permission to manage the syndicate in question and amend the register
accordingly; or
(iii) take
no further action; or
(iv) take
some other course of action open to it under any byelaw or regulation for the
time being in force.
[11A. (a)Notwithstanding the
provisions of paragraph 11 of this byelaw, the Council may, if it considers
that there is good reason to do so:
(i) postpone
the removal of the name of the underwriting agent from the register for such
period as the Council shall specify from time to time or until the Council
shall otherwise determine;
(ii) in
connection with such a postponement at any time and from time to time give such
directions as it may think fit, including without limitation:
(aa) a direction that
the underwriting agent shall not carry on any business or activity, or business
or activity of a specified class or description at LloydÕs;
(bb) a direction that
the underwriting agent shall not describe or hold itself out as having
permission to act as an underwriting agent at LloydÕs.
(b) Where
the Council, having under sub-paragraph (a) above retained the name of an
underwriting agent on the register, at any time thereafter considers that there
is no longer good reason to postpone the removal of the name of the
underwriting agent from the register, the Council may, subject to sub-paragraph
(c) below, remove the name of the underwriting agent from the register with
effect from such time as it may specify (but so that, where the Council has
decided to retain the name of the underwriting agent on the register for a
specified period, the removal shall not take effect before the expiry of that
period).
(c) Where
the Council proposes to remove the name of an underwriting agent from the
register under paragraphs 11(a) or 11(c) (other than under paragraph 11(c)(iv))
of this byelaw, or to withdraw the permission of a managing agent to manage a
syndicate under paragraph 11(d) (other than paragraph 11(d)(iii) [[or of a PRS
manager to manage a proportional reinsurance syndicate under paragraph
11(da)(i)]]) of this byelaw, or to postpone the removal of the name of an
underwriting agent from the register under sub-paragraph (a) above or to extend
any such postponement under that sub-paragraph, the Council shall give to the
underwriting agent concerned notice in writing of the CouncilÕs intention
specifying the reasons why the Council proposes to act and, before taking any
action under any such paragraph or sub-paragraph, the Council shall take into
account any representations made by or on behalf of the underwriting agent
concerned within the period of 14 days beginning with the date of the service
of the notice. After taking account of such representations, the Council shall
decide whether to:
(i) take
the course of action originally proposed;
(ii) take
no further action; or
(iii) take
some other course of action open to it under a byelaw or regulation for the
time being in force and shall notify the underwriting agent of its decision.]
NOTE
12.
[. . .]
NOTE
Part
CÑRules for Underwriting Agents
13. (a)
The requirements of Part C of this byelaw shall not apply to an underwriting
agent which is at the date of this byelaw approved to act as such under byelaw
87 except in so far as the underwriting agent is applying to be registered
under this byelaw or has been so registered.
[(b)
The requirements of Part C of this byelaw for managing agents and PRS managers
shall also apply to an underwriting agent which acts as a managing agent, a
membersÕ agent, a PRS manager or in two or all of such capacities (as the case
may be).]
NOTE
Section
IÑOwnership and Control
[All
Underwriting Agents
13A. (a)
No person shall, without the prior written consent of the Council, be a
controller of an underwriting agent.
(b) An
underwriting agent shall, so far as lies within its powers, procure that no
person who is a [[controller of the underwriting agent shall acquire a
notifiable holding in that underwriting agent]] unless:
(i) that
person has given notice to the Council stating that he intends to [[acquire
such a holding]] and containing such particulars as the Council may require;
and
(ii) either
the Council has, before the expiry of the period of three months beginning with
the date of service of the notice (or of such longer period beginning with that
date as the Council may, before the expiry of the three month period, notify to
him), notified him in writing that there is no objection to his [[proposed
acquisition]] or that period has elapsed without the Council having served a
written notice of objection.
(c) A
person who applies for consent under sub-paragraph (a) or makes a notification
under sub-paragraph (b) shall supply, or procure the supply of, such
information in connection with its application or notification (as the case may
be) as the Council may require.
(d) The
Council may, in granting its consent under sub-paragraph (a) [[or giving its
approval under sub-paragraph (b)]], impose such conditions and requirements as
it thinks fit (including, without prejudice to the generality of the foregoing
the execution by the person seeking to become a [[É]] controller [[or to
acquire a notifiable holding in the underwriting agent]] of any of the
undertakings described in paragraph 9(ba)).
13B. If
an underwriting agent becomes aware that a person [[has acquired or is
proposing to acquire a notifiable holding in]] the underwriting agent, it shall
forthwith notify the Council in writing of that fact and shall supply, or
procure the supply of, such information in connection with its notification as
the Council may require.]
NOTE
Managing
Agents
14. No
managing agent shall be a LloydÕs broker (as defined in section 12(1)(b) of the
Act) or associated with a LloydÕs broker unless the Committee otherwise agrees
in accordance with section 11(5) of the Act. 15. [Deleted on 8
June 1988 by byelaw No. 4 of 1988 with effect from 1 July 1988.]
Companies
limited by shares registered under the Companies Acts
16. No
share in a managing agent shall be registered in the name of more than one
holder and each holder shall retain the entire beneficial interest in every
share registered in his name for himself only and shall not create or permit to
be created any interest in such share in favour of any other person, [without
the prior written consent of the Council].
NOTE
17.
[Deleted on 4 April 1990 by byelaw No. 4 of 1990.] [18. [. . .]
NOTE
19. [É]
NOTE
[É]
NOTE
[21. [[[Save
in the case of a captive syndicate or]]] [[Unless the prior written consent of
the Council has been obtained]], the directors for the time being of a managing
agent shall include the active underwriter of any syndicate managed by that
managing agent which represents ten per cent or more of the aggregate of the
syndicate allocated capacity of the syndicates managed by that managing agent.]
NOTE
[.
. .]
NOTE
22. [Revoked
on 27 April 1993 by byelaw No. 7 of 1993.]
[É]
NOTE
24. A
managing agent or, as the case may be, a holder of a share in a managing agent
or a director of a managing agent, which fails to comply with:
(a) paragraph
[16] of this byelaw by reason only of the transfer by operation of law of the
beneficial interest in a share in the managing agent; or
NOTE
(b) [Revoked
on 4 April 1990 by byelaw No. 4 of 1990];
(c) paragraphs
19, [[[ or ]]] [21, [[ . . . ]] [[[ . . . ]]]] of this byelaw by reason only of
any director of the managing agent ceasing for whatever reason to be:
(i) [[[[
. . . ]]]]
(ii) a
director; or
[[[
. . . ]]]
(iv) an
active underwriter referred to in [paragraph 21] of this byelaw; or
[[
. . . ]]
NOTE
(d) paragraphs
[21 [[ . . . ]] or 50B] of this byelaw by reason only of the active underwriter
of any of the syndicates managed by the managing agent ceasing for whatever
reason to be an active underwriter or (as the case may be) an active
underwriter referred to in [paragraph 21 of this byelaw]
[(e) paragraph [
. . . ] 50B of this byelaw by reason only of the run-off manager of any of the
run-off syndicates managed by the managing agent ceasing for whatever reason to
be a run-off manager [ . . . ].
NOTE
shall not
be regarded as being in breach of the relevant paragraph provided that such
failure [does not arise in relation to a captive syndicate nor persists for]
longer than 60 days (or such longer period as the Committee may determine in
any particular case) from the date when the failure first occurs.
NOTE
Companies
registered under the Companies Acts
(other than
companies limited by shares)
25. In
the case of a company registered under the Companies Acts (other than a company
limited by shares as defined by [section 1(2) of the Companies Act 1985]),
[paragraphs 16 and [[19]] to 24] of this byelaw shall apply as if references to
ÒholderÓ were replaced by references to ÒmemberÓ (as defined in [section 22 of
the Companies Act 1985]) and references to ÒinterestÓ in respect of a share by
Òright of membershipÓ, [[. . .]]
NOTE
General
partnerships
26. The
partnership share of a partner in a managing agent which is a partnership shall
be beneficially held by such partner, who shall not create or permit to be
created any interest in his partnership share in favour of any person, unless
the Committee otherwise agrees; and every partner in such a managing agent
shall procure (to the extent that by the exercise of his powers and votes as a
partner he can so procure) that no interest in the partnership shall be created
in favour of any other person, [without the prior written consent of the
Council].
NOTE
[.
. .]
NOTE
[.
. .]
NOTE
29. [.
. . ]
NOTE
[30. [[Save
in the case of a captive syndicate or]] [Unless the prior written consent of
the Council has been obtained], the partners for the time being in a managing
agent shall include the active underwriter of any syndicate managed by that
managing agent which represents ten per cent or more of the aggregate of the
syndicate allocated capacity of the syndicates managed by that managing agent.]
NOTE
[
. . . ]
NOTE
31. [Revoked
on 27 April 1993 by byelaw No. 7 of 1993.]
[
. . . ]
NOTE
33. A
managing agent or, as the case may be, a partner in a managing agent which
fails to comply with:
(a) paragraph
[ . . . ] 26 [ . . . ] of this byelaw by reason only of the transfer by
operation of law of a partnership share in the managing agent; or
NOTE
(b) paragraphs
[[[[29 or 30]]]] of this byelaw by reason only of any partner in the managing
agent ceasing for whatever reason to be:
(i) a
partner; or
[[[[ . . .
]]]]
[[ . . . ]]
(iv) an
active underwriter referred to in [paragraph 30] of this byelaw; or [[[ . . .
]]]; or
(c) paragraphs
[30 [[[[ . . . ]]]] or 50B] of this byelaw by reason only of the active
underwriter of any of the syndicates managed by the managing agent ceasing for
whatever reason to be an active underwriter or (as the case may be) an active
underwriter referred to in [paragraph 30 of this byelaw]; or
[(d) paragraph
[[[ . . . ]]] 50B of this byelaw by reason only of the run-off manager of any
of the run-off syndicates managed by the managing agent ceasing for whatever
reason to be a run-off manager [[[ . . . ]]]],
shall not
be regarded as being in breach of the relevant paragraph provided that such
failure [does not arise in relation to a captive syndicate nor persists for]
longer than 60 days (or such longer period as the Committee may determine in
any particular case) from the date when the failure first occurs.
NOTE
Limited
partnerships
34. In
the case of a limited partnership:
(a) paragraphs
[[[[ . . . ]]]] 29, 30, [[[ . . . ]]], [[[[ . . . ]]]] and (as applicable to
those paragraphs) 33 of this byelaw shall apply on the basis that references in
those paragraphs to ÒpartnerÓ or ÒpartnersÓ shall be references to general
partners only;
(b) paragraph
26 (and paragraph 33 insofar as it applies to paragraph 26) of this byelaw
shall apply on the basis that references in those paragraphs to ÒpartnerÓ or
ÒpartnersÓ shall be references to general partners or limited partners, as the
case may be;
[É]
(d) no
person shall, [without the prior written consent of the Council], be entitled
to exercise more than [[10]] per cent.] of the votes for the time being
exercisable on a resolution of (i) all the general and limited partners and
(ii) all the general partners in a limited partnership which is a managing
agent [. . .];
NOTE
(e) a
limited partnership which fails to comply with:
(i) paragraphs
26, [[[[ 29 and 30 ]]]] (as amended by sub-paragraphs (a) or (b) of this
paragraph) of this byelaw or with sub-paragraph (d) of this paragraph by reason
only of its limited partners ceasing for whatever reason to be a limited
partner and/or the limited partnership ceasing for whatever reason to be a
limited partnership; or
(ii) sub-paragraph
(d) of this paragraph by reason only of the transfer by operation of law of a
partnership share in the managing agent
shall not
be regarded as being in breach of the relevant paragraph or sub-paragraph (as
the case may be) provided that such failure [does not arise in relation to a
captive syndicate nor persists for] more than 60 days (or such longer period as
the Committee may determine in any particular case) from the date when the
failure first occurs.
NOTE
MembersÕ
Agents
Companies
limited by shares registered under the Companies Acts
35. No
share in a membersÕ agent shall be registered in the name of more than one
holder and each holder shall retain the entire beneficial interest in every
share registered in his name for himself only and shall not create or permit to
be created any interest in such share in favour of any other person, [without
the prior written consent of the Council].
NOTE
36. [Revoked
on 4 April 1990 by byelaw No. 4 of 1990 with effect from 5 April
1990.] [. . .]
NOTE
38. [
. . . ]
NOTE
[É]
NOTE
40. [Revoked
on 27 April 1993 by byelaw No. 7 of 1993.] 41. A membersÕ agent
or, as the case may be, a holder of a share in a membersÕ agent or a director
of a membersÕ agent, which fails to comply with:
(a) paragraph
[35] of this byelaw by reason only of the transfer by operation of law of the
beneficial interest in a share in the membersÕ agent: or
(b) [Revoked
on 4 April 1990 by byelaw No. 4 of 1990 with effect from 5 April 1990];
(c) [[
paragraph 38 ]] of this byelaw by reason only of any director of the membersÕ
agent ceasing for whatever reason to be:
[[[ . . .
]]]
(ii) a
director [[ . . . ]]
shall not be
regarded as being in breach of the relevant paragraph provided that such
failure persists for no more than 60 days (or such longer period as the
Committee may determine in any particular case) from the date when the failure
first occurs.
NOTE
Companies registered
under the Companies Acts
(other than
companies limited by shares)
42. In
the case of a company registered under the Companies Acts (other than a company
limited by shares as defined by [section 1(2) of the Companies Act 1985]),
[paragraphs 35 and 3[[8]] to 41] of this byelaw shall apply as if references to
ÒholderÓ were replaced by references to ÒmemberÓ (as defined in [section 22 of
the Companies Act 1985]) and references to ÒinterestÓ in respect of a share by
Òright of membershipÓ, [. . .]
NOTE
General
partnerships
43. The
partnership share of a partner in a membersÕ agent which is a partnership shall
be beneficially held by such partner, who shall not create or permit to be
created any interest in his partnership share in favour of any person, unless
the Committee otherwise agrees; and every partner in such a membersÕ agent
shall procure (to the extent that by the exercise of his powers and votes as a
partner he can so procure) that no interest in the partnership shall be created
in favour of any other person, [without the prior written consent of the
Council].
NOTE
[É]
NOTE
[É]
NOTE
46. [
. . . ]
NOTE
47. [Revoked
on 27 April 1993 by byelaw No. 7 of 1993.]
48. A
membersÕ agent or, as the case may be, a partner in a membersÕ agent which
fails to comply with:
(a) [paragraph
43] of this byelaw by reason only of the transfer by operation of law of a
partnership share in the membersÕ agent; or
NOTE
(b) paragraph
[ . . . ] 46 of this byelaw by reason only of any partner in the membersÕ agent
ceasing for whatever reason to be:
(i) a
partner; or
[É]
(iii) a
LloydÕs broker; or
(iv) [[É]]
shall not
be regarded as being in breach of the relevant paragraph provided that such
failure persists for no longer than 60 days (or such longer period as the
Committee may determine in any particular case) from the date when the failure
first occurs.
NOTE
Limited
partnerships
49. In
the case of a limited partnership:
(a) paragraphs
[[ . . . ]] [46] and (as applicable to those paragraphs) 48 of this byelaw
shall apply on the basis that references in those paragraphs to ÒpartnerÓ and
ÒpartnersÓ shall be references to general partners only;
(b) paragraph
43 (and paragraph 48 insofar as it applies to paragraph 43) of this byelaw
shall apply on the basis that references in that paragraph to ÒpartnerÓ or
ÒpartnersÓ shall be references to general partners or limited partners, as the
case may be;
[É]
NOTE
(d) no
person shall, [without the prior written consent of the Council], be entitled
to exercise more than [[[10]] per cent.] of the votes for the time being
exercisable on a resolution of (i) all the general and limited partners and
(ii) all the general partners in a limited partnership which is a membersÕ
agent [É];
NOTE
(e) a
limited partnership which fails to comply with:
(i) paragraphs
43 [[ . . . ]] [or 46] (as amended by sub-paragraphs (a) or (b) of this
paragraph) of this byelaw or with sub-paragraph (d) of this paragraph by reason
only of any of its limited partners ceasing for whatever reason to be a limited
partner and/or the limited partnership ceasing for whatever reason to be a
limited partnership; or
(ii) sub-paragraph
(d) of this paragraph by reason only of the transfer by operation of law of a
partnership share in the membersÕ agent
shall not
be regarded as being in breach of the relevant paragraph provided that such
failure persists for no more than 60 days (or such longer period as the
Committee may determine in any particular case) from the date when the failure
first occurs.
NOTE [PRS Managers
49A.
No PRS manager shall be a LloydÕs broker (as defined in section 12(1)(b) of the
Act) or associated with a LloydÕs broker unless the Committee otherwise agrees.
Companies
limited by shares registered under the Companies Acts
49B.
No share in a PRS manager shall be registered in the name of more than one
holder and each holder shall retain the entire beneficial interest in every
share registered in his name for himself only and shall not create or permit to
be created any interest in such share in favour of any other person without the
prior written consent of the Council.
49C.
[É]
NOTE
49D.
A PRS manager or, as the case may be, a holder of a share in a PRS manager or a
director of a PRS manager, which fails to comply with:
(a) paragraph
49B of this byelaw by reason only of the transfer by operation of law of the
beneficial interest in a share in the PRS manager; or
(b) paragraph
49C of this byelaw by reason only of any director of the PRS manager ceasing
for whatever reason to be:
(i) [É]
(ii) a
director; or
(c) paragraph
50B of this byelaw by reason only of the run-off manager of any of the run-off
syndicates managed by the PRS manager ceasing for whatever reason to be a
run-off manager,
shall not
be regarded as being in breach of the relevant paragraph provided that such
failure persists for no longer than 60 days (or such longer period as the
Committee may determine in any particular case) from the date when the failure
first occurs.
NOTE
Companies
registered under the Companies Acts (other than companies limited by shares)
49E.
In the case of a company registered under the Companies Acts (other than a
company limited by shares as defined by section 1(2) of the Companies Act
1985), paragraphs 49B to 49D of this byelaw shall apply as if references to
ÒholderÓ were replaced by references to ÒmemberÓ (as defined in section 22 of
the Companies Act 1985) and references to ÒinterestÓ in respect of a share by
Òright of membershipÓ.
General
partnerships
49F.
The partnership share of a partner in a PRS manager which is a partnership
shall be beneficially held by such partner, who shall not create or permit to
be created any interest in his partnership share in favour of any person,
unless the Committee otherwise agrees; and every partner in such PRS manager
shall procure (to the extent that by the exercise of his powers and votes as a
partner he can so procure) that no interest in the partnership shall be created
in favour of any other person, without the prior written consent of the Council.
49G.
[É]
NOTE
49H.
A PRS manager or, as the case may be, a partner in a PRS manager which fails to
comply with:
(a) paragraph
49F of this byelaw by reason only of the transfer by operation of law of a
partnership share in the PRS manager; or
(b) [É]
NOTE
(c) paragraph
50B of this byelaw by reason only of the runoff manager of any of the runoff
syndicates managed by the PRS manager ceasing for whatever reason to be a
runoff manager,
shall not
be regarded as being in breach of the relevant paragraph provided that such
failure persists for no longer than 60 days (or such longer period as the
Committee may determine in any particular case) from the date when the failure
first occurs.
Limited
partnerships
49I.
In the case of a limited partnership:
(a) paragraphs
49G and 49H of this byelaw shall apply on the basis that references in those
paragraphs to ÒpartnerÓ or ÒpartnersÓ shall be references to general partners
only;
(b) paragraph
49F (and paragraph 49H insofar as it applies to paragraph 49F) of this byelaw
shall apply on the basis that references in those paragraphs to ÒpartnerÓ or
ÒpartnersÓ shall be references to general partners or limited partners, as the
case may be;
(c) no
person shall, without the prior written consent of the Council, be entitled to
exercise more than 10 per cent. of the votes for the time being exercisable on
a resolution of (i) all of the general and limited partners and (ii) all the
general partners in a limited partnership which is a PRS manager;
(d) a
limited partnership which fails to comply with:
(i) paragraphs
49F and 49G (as amended by subparagraph (a) or (b) of this paragraph) of this
byelaw or with subparagraph (c) of this paragraph by reason only of its limited
partners ceasing for whatever reason to be limited partners and/or the limited
partnership ceasing for whatever reason to be a limited partnership; or
(ii) subparagraph
(c) of this paragraph by reason only of the transfer by operation of law of a
partnership share in the PRS manager,
shall
not be regarded as being in breach of the relevant paragraph or subparagraph
(as the case may be) provided that such failure persists for no longer than 60
days (or such longer period as the Committee may determine in any particular
case) from the date when the failure first occurs.]
NOTE
Section
IIÑOperation
Managing
Agents
50. No
managing agent shall manage a syndicate in conjunction with another managing
agent, [without the prior written consent of the Council].
NOTE
[50A.
(a) A
managing agent shall not permit a person to hold the position of active
underwriter of a syndicate managed by it unless he has satisfied or is exempted
from the requirements] [[made under the Training and Development Byelaw (No. 23
of 1998, 343).]]
NOTE
[50B.(a) Subject
to the provisions of sub-paragraph (b) below, every managing agent shall
appoint a person to be the active underwriter of each syndicate managed by it.
(b) Notwithstanding
the provisions of sub-paragraph (a) above, a managing agent may appoint a
person to be the run-off manager of any run-off syndicate managed by it in
place of the active underwriter.]
NOTE
MembersÕ
AgentsÑcorporate advisers
[50C.
(1) The Council may prescribe such conditions and requirements regarding
corporate advisers as it thinks fit and may add to, alter or withdraw any
condition or requirements so prescribed.
(2)
Without prejudice to the generality of sub-paragraph (1) any conditions and
requirements prescribed under that sub-paragraph:
(a) may
impose requirements which are absolute or which are varied from time to time by
reference to such factors as are specified in or determined in accordance with
such conditions and requirements;
(b) may
make different provisions for different cases or different classes of cases;
(c) may
specify certain circumstances in which corporate advisers are to be exempt from
any such conditions or requirements or may be excused from compliance with any
such conditions or requirements to such an extent as the Council may think fit;
(d) may
impose requirements that take account of any business carried on by a corporate
adviser other than at LloydÕs;
(e) may
make provision as to the assets, liabilities and other financial matters to be
taken into account in determining a corporate adviserÕs financial resources;
and the extent to which the manner in which they are to be taken into account,
for the purposes of such conditions and requirements;
(f) may
require corporate advisers to hold assets of such description and in such
amounts or of such value as may be specified or determined in accordance with
such conditions and requirements;
(g) may
make provisions for ensuring that, in such circumstances and to such an extent
as may be prescribed, the assets of a corporate adviser are maintained in such
places as may be prescribed;
(h) may
prohibit corporate advisers from incurring liability of such descriptions, or
in favour of, or by way of guarantee or indemnity for, such persons or classes
of persons, as may be specified; and
(i) may
contain incidental, supplementary and transitional provisions.
(3)
Subject to sub-paragraph (4), to the extent that no conditions or requirements
are made by the Council under this paragraph 50C, the provisions of this byelaw
applicable to membersÕ agents shall apply to corporate advisers.
(4)
Unless the Council otherwise directs, in respect of corporate advisers only:
(a) paragraphs
8(a), 13A(a), 53(a)(iii) and (iiia) of this byelaw do not apply; and
(b) [[É]]
NOTE
[PRS
Managers
50[D].(a)
No PRS manager shall manage a proportional reinsurance syndicate in conjunction
with another PRS manager without the prior written consent of the Council.
(b)
No PRS manager shall manage a proportional reinsurance syndicate unless it
complies with the requirements prescribed by the Council.]
NOTE
All Underwriting
Agents
[51. An
underwriting agentÕs business shall consist only of:
(a) the
conduct of its business as such at LloydÕs and any other business which the
Council considers to be directly ancillary thereto; and
(b) without
prejudice to the generality of sub-paragraph (a), the provision of services to
Equitas Limited or Equitas Reinsurance Limited.]
NOTE
52. [Revoked
on 27 April 1993 by byelaw No. 7 of 1993.] [52A. (1) Every
underwriting agent shall appoint a compliance officer who is
[[ . . . ]]:
(a) in
the case of an underwriting agent which is a company, a director of or the
company secretary to that company; or
(b) in
the case of an underwriting agent which is a partnership, a partner in that
partnership
but in the
case of an underwriting agent to which permission to act as such is granted
before 1 January 1989 this sub-paragraph shall not apply to that underwriting
agent before that date.
(2) The
compliance officer shall without prejudice to the responsibilities of the
directors or partners be responsible for that underwriting agentÕs compliance
with:
(a) that
underwriting agentÕs duties to the underwriting members for whom it acts as
such;
(b) the
Insurance Companies Act 1982, LloydÕs Acts 1871 to 1982 and all byelaws,
regulations, directions and requirements made given or imposed thereunder for
the time being in force;
(c) any
conditions of registration imposed on that underwriting agent under this
byelaw;
and,
without prejudice to the foregoing, shall ensure that the underwriting agent
pays due regard to any codes of practice, market circulars, or other advice
issued by or under the authority of the Council or the Committee.]
NOTE
[52B.
No underwriting agent shall act as a managing agent, a membersÕ agent, a PRS
manager or in two or all of such capacities except where the Council has
granted permission under paragraph 52C of this byelaw.
52C.
The Council may on the application of an underwriting agent grant permission to
that underwriting agent to act or (as the case may be) to continue to act as a
managing agent, a membersÕ agent, a PRS manager or in two or all of such
capacities.]
NOTE
Section
IIIÑMiscellaneous
All
Underwriting Agents
Consent to,
and notification of, changes
53. (a)
No underwriting agent shall, without the prior written consent of the
Committee, permit any of the events listed below to occur:
(i) [Revoked
on 27 April 1993 by byelaw No. 7 of 1993.]
[(ia) any reduction in
the amount of its prescribed financial resources;]
NOTE
(ii) a
change in any matters relating to any condition imposed in respect of the
underwriting agent under paragraph 9 of this byelaw;
[É]
NOTE
[(iiia) the appointment of a
person as the compliance officer of the underwriting agent] [, Provided that no
such consent shall be required if that person meets the following conditions:
(1) he
has been a compliance officer of a LloydÕs broker or an underwriting agent at
any time during the six month period ending on the date of his appointment as
such compliance officer; and
(2) he is
not the subject of a direction of administrative suspension made under any
provision of the Administrative Suspension Byelaw (No. 7 of 1987, 407);]
NOTE
[[and
(3) he is
not an associate, controller or connected company of a captive corporate
member;]]
(iv) in
the case of a managing agent, the appointment of an active underwriter of a
syndicate managed by the managing agent;
[(iva) in the case of a
managing agent, the appointment of a run-off manager of a run-off syndicate
managed by the managing agent;]
NOTE
[(ivb) in the case of a
managing agent, the appointment or removal of a person as a managing agentÕs
trustee or the appointment by any managing agentÕs trustee (in his capacity as
such) of any person as attorney;]
NOTE
[(ivc) in the case of a PRS
manager, the appointment of a runoff manager of a runoff syndicate managed by
the PRS manager;]
NOTE
(v) any
reduction of, or payment out of, the capital of the underwriting agent; and
(vi) any
matter requiring the agreement of the Committee under any such paragraph of
this byelaw.
(b) Every
underwriting agent shall forthwith notify the Committee in writing of the
occurrence or proposed occurrence of any of the following:
(i) an
event as a result of which votes exercisable only in limited circumstances by a
holder of shares in, or a member of, the underwriting agent becomes exercisable
generally;
[(ia) a material change
in its financial resources whereby the underwriting agent fails, or is likely
in the foreseeable future to fail, to maintain such resources of the prescribed
amount or description;]
NOTE
[(ib) a change in the
constitution of the underwriting agent;]
NOTE
[É]
NOTE
[É]
NOTE
[(iia) an active
underwriter or run-off manager of a syndicate managed by that underwriting
agent ceasing for whatever reason to be the active underwriter or run-off
manager of that syndicate;]
NOTE The
sub-paragraph in square brackets was inserted on 27 April 1993 by byelaw No. 7
of 1993 with effect from 28 April 1993.
(iii) a
change in respect of an interest in a share, partnership share or membership
right in the underwriting agent other than a change which requires the [prior
written consent of the Council] under this byelaw;
(iv) a
material change in the location or adequacy or suitability of the staff of the underwriting
agent;
[(iva) the engagement by the
underwriting agent of any manager or member of staff other than under a
contract of service unless such manager or member of staff works for the
underwriting agentÕs wholly owned subsidiary (as defined by section 736(5) of
the Companies Act 1985) under a contract of service;]
NOTE
(v) a
material change in the circumstances which may affect the underwriting agentÕs
ability to supervise and service all of its activities and to be fully and
properly accountable and responsible for those activities;
[(va) the permanent cessation
of the acceptance of new or renewal insurance business by any syndicate managed
by the underwriting agent (other than the variation or extension of risks
previously underwritten, or reinsurance to close an earlier year of account of
the syndicate);]
NOTE
(vi) a
material change in the location of the books and other records of the
underwriting agent relating to the conduct of its business at LloydÕs;
(vii) a change in
the date to which the accounts of the underwriting agent or its ultimate
holding company are prepared;
(viii) the underwriting
agent ceasing to be a going concern; [ . . . ]
NOTE
(ix) the
underwriting agentÕs business ceasing to consist only of the conduct of its
business as an underwriting agent at LloydÕs and any other business which the
Committee considered to be directly ancillary thereto;
[(x) the making
of any arrangement to which paragraph 8A(a)(i) applies; and
(xi) a
material change in any other information furnished to the Council in connection
with an application for permission to act as an underwriting agent under this
byelaw or in connection with any review of any permission granted;]
NOTE
[(xii) a material change
in the conditions attached to or the applicability of any exemption granted by
the Council to an active underwriter [or run-off manager] of a syndicate
managed by a managing agent from the requirements of paragraph 2 of the LloydÕs
Market Certificate Byelaw (No. 6 of 1989)]
NOTE
[(xiii) the delegation by the
directors for the time being of an underwriting agent of any of their powers to
any person other than the underwriting agentÕs managing director; and
(xiv) the delegation by
the partners for the time being of an underwriting agent of any of their powers
to any person other than the underwriting agentÕs managing partner] [; and]
NOTE
(xv) in the case
of a managing agent, the death or resignation of, or the occurrence of any
notifiable event in relation to, any managing agentÕs trustee.]
NOTE
[53A. The
Council shall not give its consent pursuant to paragraph 53(a) to the
appointment of any active underwriter [or run-off manager] of a syndicate
managed by a managing agent unless such active underwriter [or run-off manager]
[is so qualified that a managing agent may permit him to hold such position
without contravening paragraph 50A of this byelaw.]
NOTES
Accounts
and financial statements
[53B. Every
underwriting agent which is not a company to which section 221 and 222 of the
Companies Act (accounting records) apply shall cause such accounting records to
be kept and preserved as will ensure that it would at all times comply with
those sections if they applied to it.]
NOTE
[53C. (a)
Every underwriting agent shall establish and maintain an adequate system of
control over its transactions and records.
(b) An
underwriting agentÕs system of control shall not be regarded as adequate for
the purposes of this paragraph unless it is such as will ensure that the
underwriting agent will at all times observe and comply with its obligations
under this Section and Section V of this Part of this byelaw and any conditions
and requirements imposed under any provision of this Section or of Section V of
this Part of this byelaw.]
NOTE
54. (a)
Every underwriting agent which is a company registered under the Companies Acts
shall deliver to the Committee a copy of all such accounts as the underwriting
agent is required by the Companies Acts to [deliver to the registrar of
companies], having attached thereto:
(i) a
copy of every document required by law to be attached thereto; [ . . . ]
(ii) the
statement [and] declaration [ . . . ] referred to in paragraph 56 of this
byelaw [; and]
[(iii) the report
referred to in paragraph 61 of this byelaw;]
within the
seven months [(or such other period as the Council may from time to time
prescribe)] after the end of each accounting reference period of the
underwriting agent ending after the underwriting agent is registered under this
byelaw.
(b) Every
underwriting agent which is a company registered under the Companies Acts and
is subsidiary shall deliver to the Committee a copy of all such group accounts
as its ultimate holding company is required by law to prepare together with
every document required by law to be attached thereto, within seven months [(or
such other period as the Council may from time to time prescribe)] after the
end of each period ending after the underwriting agent is registered under this
byelaw in respect of which such group accounts are required to be prepared.
NOTE
55. Every
underwriting agent which is a partnership shall deliver to the Committee:
(a) a
copy of a set of accounts prepared in respect of every financial period ending
after the underwriting agent is registered under this byelaw. Such accounts
shall contain information equivalent to the information which they would
contain if the underwriting agent were a company registered under the Companies
Acts [and to which paragraph 54(a) of this byelaw applies][;]
(b) the
statement [and] declaration [ . . . ] referred to in paragraph 56 of this
byelaw[; and]
[(c) the report
referred to in paragraph 61 of this byelaw;]
within
seven months [(or such other period as the Council may from time to time
prescribe)] after the date to which the accounts have been prepared.
NOTE
56. [(a)
Every underwriting agent shall complete a statement of financial position (the
ÒstatementÓ) which shall include:
(i) a
statement of the underwriting agentÕs current financial position, made up to
each date to which a set of accounts of the underwriting agent is prepared, and
(ii) financial
forecasts, which shall include a profit and loss account and a balance sheet
drawn as at the end of the current financial year, together with a statement
setting out and explaining the assumptions upon which they were drawn.]
NOTE
(b) A
director of, or a partner in, the underwriting agent shall sign and date a
declaration in respect of each statement, on behalf of the underwriting agent:
(i) confirming
that the statement has been completed in accordance with this byelaw;
(ii) stating
whether (and if so, in what respects) there has since the date to which the
statement was completed occurred a change which would cause a surplus shown in
the statement to be materially reduced or a shortfall so shown to be materially
increased; [. . .]
(iii) stating
whether adequate funds and facilities exist to enable the underwriting agent to
carry on business as a going concern for a period of not less than 12 months
from the date of the declaration. [; and
(iv) stating
that the underwriting agent has complied with paragraphs 53B and 53C throughout
the period covered by the statement.]
[(c) The
statement shall be delivered to the Council by the end of the period within
which accounts must be delivered to the Council under paragraphs 54 and 55 of
this byelaw.]
NOTE
[56A.
(a) Every underwriting agent shall complete quarterly statements of financial
position (the Òquarterly statementsÓ) which shall include a statement of the
underwriting agentÕs financial position, made up as at each date to which a set
of accounts of the underwriting agent is prepared and as at each date three,
six and nine months thereafter.
(b) A
director of, or a partner in, the underwriting agent shall sign and date a
declaration in respect of each quarterly statement, on behalf of the
underwriting agent;
(i) confirming
that the statement has been completed in accordance with this byelaw;
(ii) stating
whether (and if so, in what respects) there has since the date to which the statement
was completed occurred a change which would cause a surplus shown in the
statement to be materially reduced or a shortfall so shown to be materially
increased; and
(iii) stating
whether adequate funds and facilities exist to enable the underwriting agent to
carry on business as a going concern for a period of not less than three months
from the date of the declaration.
(c) The
quarterly statements shall be delivered to the Council by the end of the period
one month [(or such other period as the Council may from time to time
prescribe)] from the date to which the quarterly statements must be made up.
NOTE
56B. The
Council shall have power to prescribe conditions and requirements regarding the
form and content of the statement and quarterly statements.]
NOTE
The
CommitteeÕs power to obtain information
57. The
byelaw entitled ÒInformation and ConfidentialityÓ shall apply to this byelaw on
the basis that [ . . . ] the words Òrelating to the business of insurance at
LloydÕs or to any person or persons involved in or connected with such business
or any other information, documents or other materialÓ in paragraph 1 of that
byelaw are deleted.
NOTE
[Managing
Agents
Business
plans
57A.(a) In
each year a managing agent shall, before the date prescribed by the Council for
the purposes of this paragraph, prepare and send to the Society a business plan
relating to it and to each of the syndicates managed (or to be managed) by it.
(b) The
business plan required under sub-paragraph (a) shall contain such details and
be in respect of such period or periods as the Council may prescribe for the
purposes of this paragraph.
(c) The
Council may make requirements prescribing that a managing agent shall notify
the Council of such information as the Council may prescribe concerning changes
or amendments to business plans submitted to the Society under sub-paragraph
(a) and concerning any deviations from the business plan during all (or part)
of the period to which the business plan relates.]
NOTE
[PRS
Managers
Business
Plans
57AA.(a)
In each year a PRS manager shall, before the date prescribed by the Council for
the purposes of this paragraph, prepare and send to the Society a business plan
relating to it and to each of the proportional reinsurance syndicates managed
(or to be managed) by it.
(b)
The business plan required under subparagraph (a) shall contain such details
and be in respect of such period or periods as the Council may prescribe for
the purposes of this paragraph.
(c)
The Council may make requirements prescribing that a PRS manager shall notify
the Council of such information as the Council may prescribe concerning changes
or amendments to business plans submitted to the Society under subparagraph (a)
and concerning any deviations from the business plan during all (or part) of
the period to which the business plan relates.]
NOTE
[Report
Relating to Certain Events
57B. (a)The Council may for
the purposes of this paragraph prescribe details of hypothetical events that
could give rise to claims being made on contracts of insurance underwritten at
LloydÕs.
(b)Every
managing agent shall calculate, prepare and deliver to the Council, by such
date as it may prescribe, a report setting out the effect that such
hypothetical events would have on the underwriting results of each syndicate
managed by it if such events happened. The Council may for the purposes of this
sub-paragraph prescribe:
(i) the
period or periods to which each report is to relate;
(ii) the
methods and the assumptions to be used in the calculation and preparation of
each report;
(iii) the
form and content of each report.]
NOTE
[(c)Every
PRS manager shall calculate, prepare and deliver to the Council, by such date
as it may prescribe, a report setting out the effect that such hypothetical
events would have on the underwriting results of each proportional reinsurance
syndicate managed by it if such events happened. The Council may for the
purposes of this subparagraph prescribe:
(i) the
period or periods to which each report is to relate;
(ii) the
methods and the assumptions to be used in the calculation and preparation of
each report;
(iii) the
form and content of each report.]
NOTE
[57C. Premiums
trust funds
(a) The
Council may prescribe such conditions or requirements to be satisfied or
complied with as it may think fit in connection with any discretion, power or
authority which an underwriting agent has in relation to premiums trust funds
as a condition of permission to act as an underwriting agent, or by
underwriting agents during the period of any permission to act as such, and may
add to, alter or withdraw any condition or requirement so prescribed.
(b) Without
prejudice to the generality of sub-paragraph (a), any conditions or
requirements under that sub-paragraph:
(i) may
include the requirement to execute and deliver or otherwise become a party to
any form of deed, trust deed, contract, assignment, undertaking, mandate,
authority, power of attorney or other document or instrument whatsoever;
(ii) may
include the requirement to exercise any discretion, authority or power the
underwriting agent has in relation to any premiums trust fund or under any
premiums trust deed only in a manner which is consistent with such conditions
or requirements and, for the avoidance of doubt, such conditions or
requirements may direct precisely how any such discretion, authority or power
of the underwriting agent is to be exercised or that it is not to be exercised;
(iii) may
relate to any authorisation, consent or approval of the Council required under
any premiums trust deed or this byelaw and may make such authorisation, consent
or approval subject to compliance with such conditions or requirements;
(iv) may
include requirements relating to the provision of certificates, confirmations,
declarations, information, opinions or reports in relation to any premiums
trust fund or under any premiums trust deed or in relation to the exercise or
purported exercise by an underwriting agent of any discretion, power or
authority in relation thereto;
(v) may
relate to any person whom a managing agent has appointed, or proposes to
appoint, as a managing agentÕs trustee and may require the fulfilment by that
person of specified conditions, the supply of information or the completion of
applications, notices, forms of appointment, documents and undertakings in the
prescribed form (whether by the managing agent in question or by the proposed
appointee) or the use of forms of appointment, resignations or powers of
attorney in the prescribed form.
(c) Without
prejudice to the generality of sub-paragraph (a), any conditions and
requirements prescribed under that sub-paragraph:
(i) may
impose requirements which are absolute or which are to vary from time to time
by reference to such factors as are specified in or determined in accordance
with such conditions and requirements;
(ii) may
make different provision for different classes of underwriting agents and
different classes of insurance business at LloydÕs;
(iii) may
specify circumstances in which an underwriting agent is to be exempt from any
such condition or requirement or may be excused from compliance with any such
condition or requirement to such an extent as the Council may think fit;
(iv) may
contain incidental, supplementary and transitional provisions.
(d) Without
prejudice to the generality of sub-paragraph (a), each underwriting agent shall
comply with such conditions and requirements as the Council may prescribe under
or for the purposes of any premiums trust deed (whether or not prescribed for the
purposes of sub-paragraph (a)) as regards lending or investment of premiums
trust funds or any part of them, the grant of security over such funds or part,
(if permitted by the Council) their application or use in the purchase of
tangible fixed assets and the withdrawal, calling in or realising of any
deposit, loan, letter of credit, guarantee or investment.
(e) The
Council shall have power to prescribe any notice, document or other instrument
referred to in this paragraph 57C as being in the prescribed form and
Òprescribed formÓ means, in relation to any such notice or other document or
instrument, such form and contents as may from time to time be prescribed.]
NOTE
Substitute
Agents
58. This
byelaw shall not apply to a substitute agent except insofar as the Committee
shall otherwise determine.
Eec
Underwriting Agents
59. The
Committee shall permit a body formed, created, or incorporated, in or under the
law of any Member State for the time being of the European Economic Community
(including but without limitation a company registered or incorporated in
Northern Ireland) to act as an underwriting agent so long as the Committee is
satisfied, having regard to the constitution of the body and the law under
which the body is formed, created or incorporated, that the requirements and
intent of this byelaw are, or will be, complied with. The requirements of this
byelaw shall apply to such body with any adaptation as the Committee considers
necessary.
Reinsurance
59A. For
the purpose of section 8(3) of LloydÕs Act 1982, an underwriting member may in
the course of his underwriting business at LloydÕs:
(a) place
reinsurance of that business through a LloydÕs broker or through a managing
agent carrying out underwriting business on his behalf; and
(b) accept
reinsurance placed by another underwriting member in the course of his
underwriting business at LloydÕs from a LloydÕs broker or from a managing agent
carrying out underwriting business on behalf of that other underwriting
member.]
NOTE
[Section
IVÑAudit
All
Underwriting Agents
[60. Accounts
etc. to be examined by auditor (a) Every underwriting agent
shall procure that all accounts, statements, declarations, returns and other
documents to which this paragraph applies be examined by an auditorÑ
(i) who,
in the case of an underwriting agent which is a company to which Part VII of
the Companies Act 1985 applies, is the auditor of the underwriting agent;
(ii) who,
in any other case, would be qualified to act as the auditor of the underwriting
agent if it were a company within the meaning of the Companies Act 1985; and
(iii) who,
in either case, is not prohibited from carrying out such an audit by paragraph
62 of this byelaw;
and that
the auditor shall prepare reports in the terms required by paragraph 61 of this
byelaw.
(b) This
paragraph appliesÑ
(i) in
the case of an underwriting agent which is a company to which Part VII of the
Companies Act 1985 applies, to its accounts (as defined in section 239 of that
Act); and
(ii) in
the case of any other underwriting agent, to its accounts prepared under
paragraph 55; and
(iii) to
the statement and declaration required by paragraph 56 of this byelaw [except
the financial forecasts referred to in sub-paragraph 56(a)(ii)]; and
(iv) to
such other documents as the Council may from time to time specify.
[(c) The
requirement to appoint an auditor under this paragraph applies notwithstanding
any exemption under sections 249A to 249E of the Companies Act 1985.]]
NOTE
[61. Form
of auditorÕs reports
(a) The
forms of auditorÕs reports referred to on paragraph 60(a) of this byelaw are as
specified in the following provisions of this paragraph.
(b) (i) In
the case of accounts to which paragraph 60(b)(i) of this byelaw applies, the
report shall state the matters:
(aa) required by the
Companies Act 1985 [(disregarding any exemption under sections 249A to 249E of
that Act)]; and
(bb) prescribed by the
Council from time to time.
(ii) In
the case of accounts to which paragraph 60(b)(ii) of this byelaw applies, the
report shall state the matters prescribed by the Council from time to time.
(c) In
the case of accounts to which paragraph 60(b)(i) or (ii) apply, a report
stating whether in the opinion of the person compiling the report:
(i) the
statement referred to in paragraph 56(a) of this byelaw has been completed in
accordance with the provisions of this byelaw; and
(ii) it
was reasonable for the director or partner making the declaration referred to
in paragraph 56(b) of this byelaw to have made the statements referred to in
sub-paragraph (ii)[,] (iii) [and (iv)] thereof.]
NOTE
[62. Accountant
who maintains accounting records of an underwriting agent not to act as auditor
A
person shall not without the previous consent of the Council be qualified to
audit and report on any document to which paragraph 60 of this byelaw applies
if:
(a) during
any part of the period to which that document relates he maintained or assisted
in maintaining any of the accounting records of the underwriting agent
preparing the document; or
(b) having
regard to all the circumstances he could reasonably be regarded as not
independent.]
NOTE
[63. AuditorsÕ
undertakings
(a) The
Council may require an underwriting agentÑ
(i) to
procure that the auditor of the underwriting agent execute an undertaking to
the Council, in such form and manner as the Council may specify, containing
provisions to the effect, or substantially to the effect, set out in
sub-paragraph (b) below, together with any such other provisions as the Council
may specify; and
(ii) to
execute a form of consent and waiver, in such form and manner as the Council
may specify, by which the underwriting agent will confirm to the Council and to
the auditor that it consents to the auditorÕs providing to the Council all such
information or opinions as it may be required to provide in pursuance of the
undertaking referred to in (i) above and will waive, so far as necessary for
that purpose, any right of confidentiality in respect of such information or
opinions.
(b) The
provisions referred to in sub-paragraph (a) above areÑ
(i) an
undertaking that the auditor will comply with the requirements of this Section
applicable to him as the auditor of the underwriting agent;
(ii) an
undertaking that the auditor will:
(aa) use his best
endeavours, to the extent that he may do so lawfully and ethically, having
regard to any relevant guidance on confidentiality, to provide to the Council
such information or opinions in relation to matters of which the auditor has
become aware in his capacity as auditor of the underwriting agent for the
purpose of the exercise of powers contained in LloydÕs Act 1871 to 1982 or in
byelaws or regulations made thereunder whether or not in response to a request
by or under the authority of the Council; and
(bb) upon reasonable
notice requiring him to do so, attend before the Council, the Committee, the
Chairman or any Deputy Chairman of LloydÕs or any officer of the Society duly
authorised by any of them; and
(iii) an
undertaking that the auditor will not continue in the office of auditor of the
underwriting agent in circumstances where he could reasonably be regarded as
not independent.
(c) For
the purposes of this byelaw relevant guidance on confidentiality means eitherÑ
(i) any
rules or guidance on confidentiality made or issued by any body of accountants
of which the auditor is a member which have been approved by the Council as
satisfactory for the purposes of this byelaw; or
(ii) in
the absence of such approval, any rules or guidance on confidentiality made or
issued by the Council for the purposes of this byelaw.]
NOTE
[64. Rights
of auditors
(a) Every
underwriting agent shall allow its auditor a right of access at all times to
its accounting and other records.
(b) Every
underwriting agent and every director of or partner in an underwriting agent
shall provide to the auditor of the underwriting agent such information and
explanations as the auditor thinks necessary for the performance of his duties.
(c) If
an auditor of an underwriting agent has not obtained all the information and
explanations which, to the best of his knowledge and belief, are necessary for
the purposes of his audit, he shall state that fact in any report delivered
pursuant to paragraph 61 of this byelaw.
(d)(i) None
of the persons listed in sub-paragraph (ii) shall fail to give to an auditor of
an underwriting agent any information or explanation required by him pursuant
to sub-paragraph (b) above, or shall in giving or purporting to give any
information or explanation which the auditor so requires, or is entitled so to
require, knowingly or recklessly make a statement which is misleading, false or
deceptive in a material particular.
(ii) The
persons referred to in sub-paragraph (i) are as follows:
(aa) an underwriting
agent;
(bb) any director of
or partner in an underwriting agent; and
(cc) any
compliance officer of an underwriting agent.
(e) References
in this paragraph to an auditor include a person carrying out a further
examination pursuant to a direction given under paragraph 65 of this byelaw.]
NOTE
[65.
Further examination of accounts and other documents
(a) If
in any case it appears to the Council that there is good reason to do so, the
Council may direct any underwriting agent to submit for further examination by
a person approved by the CouncilÑ
(i) any
accounts, statement, declaration or other document on which the auditor of that
underwriting agent has reported under paragraph 61 of this byelaw; or
(ii) such
matters contained in any such accounts, statement, declaration or other
document as are specified in the direction;
and may
receive from the person making the further examination a report of his
conclusions.
(b) Any
further examination and report required by a direction under this paragraph
shall be carried out and made within such time as is specified in the direction
or within such further time as the Council may allow and shall be at the
expense of the underwriting agent concerned. The Council may if it thinks fit
pay to the person making the further examination all or any part of the
remuneration due to him in respect of his examination and report, and the
relevant underwriting agent shall be liable to reimburse to the Council on
demand all sums so paid by the Council.
(c) An
underwriting agent to which a direction is given under this paragraph shall do
everything in its power to procure that the auditor of the underwriting agent
and every other person who has advised or dealt with the underwriting agent and
is or may be able to provide relevant information or explanation affords to the
person who is to carry out the further examination all such assistance as he
may require.
(d) The
Council may disclose the report of a person making a further examination under
this paragraph to such persons and in such manner as it thinks fit.]
NOTE
[Section
VÑFinancial Resources
All
Underwriting Agents
Financial
Resources
[66. (a)
The Council may from time to time prescribe conditions and requirements
regarding the possession and maintenance by underwriting agents of financial
resources as it may consider appropriate, and may from time to time add to,
alter or withdraw any condition or requirement so prescribed.
(b) Without
prejudice to the generality of sub-paragraph (a) of this paragraph, any
conditions and requirements prescribed under that sub-paragraphÑ
(i) may
impose requirements which are absolute or which are to vary from time to time
by reference to such factors as are specified in or determined in accordance
with such conditions and requirements;
(ii) may
make different provisions for different cases or different classes of cases;
(iii) may
specify circumstances in which bodies are to be exempt from any such condition
or requirement or may be excused from compliance with any such condition or
requirement to such an extent as the Council may think fit;
(iv) may
make provision as to the assets, liabilities and other matters to be taken into
account in determining a bodyÕs financial resources, and the extent to which
and the manner in which they are to be taken into account, for the purposes of
such conditions and requirements;
(v) may
require bodies to hold assets of such descriptions and in such amounts or of
such value or in such ratios or proportions as may be specified or determined
in accordance with such conditions and requirements;
(vi) may
make provision for ensuring that, in such circumstances and to such an extent
as may be prescribed, the assets of a body are maintained in such places as may
be prescribed;
(vii) may
prohibit bodies from incurring liabilities of such descriptions, or in favour
of, or by way of guarantee or indemnity for, such persons or classes of person,
as may be specified; and
(viii) may contain
incidental, supplementary and transitional provisions.]
NOTE
[Section
VIÑFees
67. Where
the consent of the Council is sought under any paragraph of this byelaw the
[[body or]] underwriting agent seeking the consent, or in respect of which it
is sought, shall pay to the Society (or procure payment to the Society of) such
fees as the Council may from time to time prescribe in relation to that
consent.]
NOTE
[68. Arrangements
relating to LloydÕs advisers
Any
person whose name is entered on the register of LloydÕs Advisers maintained by
the Council under paragraph 2 of the LloydÕs Advisers Byelaw (No. 19 of 1993,
112) other than a person so registered by reason of paragraph 34(1) of that
byelaw shall from the date of revocation of that byelaw be registered under
paragraph 3 of this byelaw as a membersÕ agent and shall be designated a corporate
adviser and such registration shall be subject to:
(i) any
condition or other requirement imposed under the LloydÕs Advisers Byelaw prior
to its revocation as if such condition or requirement had been made under this
byelaw whether under paragraph 9, paragraph 50C or otherwise;
(ii) to
such review or renewal on such date and such manner as the Council may
require.]
NOTE
102. The
Syndicate Audit
Arrangements
Byelaw No. 10 of 1984, 10 December 1984
COMMENCEMENT
This
byelaw commenced on 10 December 1984.
AMENDMENTS
This
byelaw was amended by
Syndicate
Audit Arrangements (Amendment) Byelaw (No. 3 of 1985)
Syndicate
Audit Arrangements (Amendment No. 2) Byelaw (No. 7 of 1989)
Miscellaneous
Administrative Provisions (No. 2) Byelaw (No. 1 of 1993)
Underwriting
Agents (Amendment No. 7) Byelaw (No. 7 of 1993)
Syndicate
Meetings Byelaw (No. 11 of 1994)
MembersÕ
Agents (Information) (Amendment No. 2) Byelaw (No. 4 of 1995)
Syndicate
Auditors (Miscellaneous Amendments) Byelaw (No. 10 of 1995)
Appeal
Tribunal Byelaw (No. 18 of 1995).
REVOCATION
This
byelaw was revoked by the Audit Arrangements Byelaw (No. 7 of 1998).
103. The
Agency Agreements Byelaw No. 1 of 1985, 11 March 1985
COMMENCEMENT
This
byelaw commenced on 11 March 1985.
For the
full text of this byelaw, see Part C, 304.
104. The
LloydÕs
Introductory
Test Byelaw No. 8 of 1985, 9 December 1985
COMMENCEMENT
This
byelaw commenced on 9 December 1985.
AMENDMENT
This
byelaw was amended by
LloydÕs
Introductory Test (Amendment) Byelaw (No. 20 of 1995).
REVOCATION
This
byelaw was revoked by the Training and Development Byelaw (No. 23 of 1998,
343).
105.
Membership (Entrance Fees and Annual Subscriptions) Byelaw No. 9 of 1987, 7
October 1987
COMMENCEMENT
This
byelaw commenced on 7 October 1987.
AMENDMENTS
This
byelaw was amended by
Corporate
Members (Consequential Amendments) Byelaw (No. 20 of 1993)
Transitional
and Conversion Arrangements (Corporate Member) Byelaw (No. 9 of 1994)
Conversion
and Related Arrangements Byelaw (No. 22 of 1996)
Membership (Entrance
Fees and Annual Subscriptions) (Amendment) Byelaw (No. 25 of 1997)
Annual
Subscribers Byelaw (No. 15 of 2000).
EXPLANATORY
NOTE
(This
note is not part of the byelaw.)
This
Byelaw provides for the payment of entrance fees and annual subscriptions by
members of the Society. It replaces and amends certain of the byelaws passed
under LloydÕs Acts 1871 to 1951.
The
Byelaw requires, as a condition of underwriting insurance business at LloydÕs,
that members pay the entrance fees and annual subscriptions as prescribed from
time to time by the Council. In addition, the Council may charge interest on
late payments. The remaining penalties in the Byelaw for the non-payment of
entrance fees and annual subscriptions are essentially re-enactments of those present
in the byelaws passed under LloydÕs Acts 1871 to 1951.
The Council
of LloydÕs in exercise of its powers under section 6(2) and paragraph (4) of
Schedule 2 of the LloydÕs Act 1982 by special resolution hereby makes the
following byelaw:
1. Interpretation
In
this byelaw, [Ñ
(a) Òapproved
conversion arrangementÓ has the meaning given in the [[Conversion and Related
Arrangements Byelaw (No. 22 of 1996, 329)]];
(b) Òdue
dateÓ means the date prescribed by the Council under paragraph 2(3);
(c) Òeffective
dateÓ has the meaning given in the [[Conversion and Related Arrangements Byelaw
(No. 22 of 1996, 329)]];
(d) Òequity
share capitalÓ has the meaning given in section 744 of the Companies Act 1985;
and
(e) Òsuccessor
corporate memberÓ means a corporate memberÑ
(i) not
less than 85 per cent (or such other percentage as the Council may for the time
being prescribe) of the equity share capital of which is beneficially owned by
one or more individual members who have entered into an approved conversion arrangement
with that corporate member; and
(ii) not
less than that percentage of the voting power at any general meeting of which
is exercisable by (or at the direction of) such individual members.]
NOTE
2. Entrance
Fees and Annual Subscriptions payable by members of the Society
(1) [Subject
to [[sub-paragraphs (5) and (7)]], every] member of the Society shall pay to
the Society in each calendar year such entrance fees and annual subscriptions
as the Council may from time to time prescribe in accordance with the
provisions of this paragraph.
(2) The
amounts of entrance fees and annual subscriptions and the manner of calculating
such amounts shall be such as the Council shall from time to time by special
resolution prescribe.
(3) Entrance
fees and annual subscriptions shall be payable on such dates and in such manner
as the Council shall from time to time by special resolution prescribe.
(4) Entrance
fees and annual subscriptions shall be levied on members of the Society by
service on each member of the Society or his underwriting agent or agents of a
notice specifying the amount due or the method of calculating the amount due,
which shall be paid by such member not later than the date specified for that
purpose in such notice.
(5) The
Council may from time to time [[É]] exempt wholly or in part any member or
category or class of members of the Society from liability to pay any fee or
subscription pursuant to this byelaw.
(6) Any
exemption granted pursuant to sub-paragraph (5):
(a) may
apply indefinitely or for such period as the Council may specify;
(b) may
be general or limited to a particular payment or payments made [[or otherwise
due to be made]] under sub-paragraph (1).
[(7) A
successor corporate member shall be exempt from liability to pay the entrance
fee applicable to a corporate member under sub-paragraph (1).]
NOTE
3. Powers
to obtain information
(1) Every
member of the Society shall furnish to the Council such information as the
Council may from time to time require by notice in writing to such member or
his underwriting agent for the purposes of this byelaw.
(2) Any
information required pursuant to sub-paragraph (1) shall be furnished in such
manner and at such time as the Council may specify in writing.
(3) A
member of the Society shall only be required under this paragraph to furnish
such information as he or his underwriting agent possess or can reasonably be
expected to obtain.
4. Non-payment
of subscriptions, etc.
(1) The
making of payments prescribed pursuant to paragraph 2 and any interest thereon
charged pursuant to sub-paragraph (2)(b) of this paragraph shall be a condition
relating to permission to underwrite insurance business at LloydÕs and the
provisions of the [Membership Byelaw (No. 17 of 1993, 111)] shall apply accordingly
where any member of the Society fails to comply with such condition.
(2) Without
prejudice to sub-paragraph (1) where a member of the Society fails to make any
payment required pursuant to this byelaw by the due date the Council may from
time to time by special resolution take one or more of the following measures:
(a) post
the name of such member in the Room;
(b) charge
interest on such amounts of the payments as are unpaid on the due date from the
due date until the date of payment at a rate determined by the Council.
(c) suspend
such memberÕs right of access to the Room and other parts of the SocietyÕs
premises until payment of all sums due under this byelaw has been made.
NOTE
(3) An
individual admitted as a member of the Society shall not be admitted to the
Room until he has paid his entrance fee.
[4A. Power
to prescribe percentage
The
Council may from time to time by special resolution prescribe a different
percentage for the purposes of paragraph 1(e).]
NOTE
5. Revocation
and amendment of byelaws made under LloydÕs Acts 1871 to 1951
(1) Byelaws
Nos. 23 and 30 are revoked.
(2) Byelaw
No. 21 is amended by deleting ÒMembersÓ.
(3) Byelaw
No. 24 is amended by deleting Òa Member orÓ and substituting ÒanÓ.
(4) Byelaw
No. 28 is amended by deleting ÒMembersÓ.
(5) The
following Schedule is substituted for the Schedule referred to in Byelaw No.
21:
[É]
NOTE
6. Commencement
This
byelaw shall come into force on 7th October 1987.
106.
LloydÕs Brokers Byelaw No. 5 of 1988, 6 July 1988
COMMENCEMENT
This
byelaw commences in stages. Paragraph 19 commences on 1 November 1988;
paragraph 20 commenced on 6 July 1988; paragraphs 57(6) and (7) commence on 1
August 1989. The remaining provisions commence on 1 August 1989.
AMENDMENTS
The
byelaw was amended by
LloydÕs
Brokers (Amendment) Byelaw (No. 8 of 1989)
LloydÕs
Brokers (Amendment No. 2) Byelaw (No. 13 of 1989)
LloydÕs
Brokers (Amendment No. 3) Byelaw (No. 6 of 1990)
LloydÕs
Brokers (Amendment No. 4) Byelaw (No. 9 of 1991)
LloydÕs
Brokers (Amendment No. 5) Byelaw (No. 14 of 1991)
LloydÕs
Brokers (Amendment No. 6) Byelaw (No. 16 of 1992)
Information
and Confidentiality Byelaw (No. 21 of 1993)
CompaniesÕ
Accounts (Miscellaneous Amendments) Byelaw (No. 15 of 1994)
Run-off
Companies Byelaw (No. 2 of 1995)
LloydÕs
Brokers (Amendment No. 7) Byelaw (No. 16 of 1995)
Appeal
Tribunal Byelaw (No. 18 of 1995)
LloydÕs
Brokers (Amendment No. 8) Byelaw (No. 4 of 1996)
Intermediary
Amendment Byelaw (No. 10 of 2000)
LloydÕs
Policy Signing Office Byelaw (No. 11 of 2000)
LloydÕs
Claims Byelaw (No. 12 of 2000).
REVOCATION
This
byelaw was revoked on 6 December 2000 by byelaw No. 17 of 2000, 123.
107.
Umbrella Arrangements Byelaw No. 6 of 1988, 6 July 1988
COMMENCEMENT
This byelaw
commenced on 1 August 1988.
AMENDMENTS
This byelaw
was amended by
Umbrella
Arrangements (Amendment) Byelaw (No. 7 of 1990)
Information
and Confidentiality Byelaw (No. 21 of 1993)
Appeal
Tribunal Byelaw (No. 18 of 1995)
Intermediary
Amendment Byelaw (No. 10 of 2000)
LloydÕs
Policy Signing Office Byelaw (No. 11 of 2000)
LloydÕs
Claims Byelaw (No. 12 of 2000).
REVOCATION
This
byelaw was revoked on 6 December 2000 by byelaw No. 17 of 2000, 123.
108. Agency
Agreements Byelaw No. 8 of 1988, 7 December 1988.
COMMENCEMENT
This
byelaw commenced on 7 December 1988.
AMENDMENTS
This
byelaw was amended by
Agency
Agreements (Amendment) Byelaw (No. 2 of 1990)
Agency
Agreements (Amendment No. 2) Byelaw (No. 1 of 1991)
Agency
Agreements (Amendment No. 3) Byelaw (No. 4 of 1992)
High Level
Stop Loss Fund Byelaw (No. 12 of 1992)
Agency
Agreements (Amendment No. 4) Byelaw (No. 13 of 1992)
Agency
Agreements (Amendment No. 5) Byelaw (No. 6 of 1993)
Underwriting
Agents (Amendment No. 7) Byelaw (No. 7 of 1993)
Misconduct,
Penalties and Sanctions Byelaw (No. 9 of 1993)
Agency
Agreements (Amendment No. 6) Byelaw (No. 18 of 1993)*
Corporate
Members (Miscellaneous Amendments) Byelaw (No. 29 of 1993)
Agency
Agreements (Amendment No. 7) Byelaw (No. 1 of 1994)
Agency
Agreements (Amendment No. 8) Byelaw (No. 5 of 1994)
Syndicate
Accounting Byelaw (No. 18 of 1994)
Agency
Agreements (Amendment No. 9) Byelaw (No. 1 of 1995)
Agency
Agreements (Amendment No. 10) Byelaw (No. 6 of 1995)
Appeal
Tribunal Byelaw (No. 18 of 1995)
Agency
Agreements (Amendment No. 11) Byelaw (No. 1 of 1996)
Agency
Agreements (Amendment No. 12) Byelaw (No. 14 of 1996)
Agency
Agreements (Amendment No. 13) Byelaw (No. 21 of 1996)
Agency
Agreements (Amendment No. 14) Byelaw (No. 1 of 1997)
Agency
Agreements (Amendment No. 15) Byelaw (No. 10 of 1997)
Major Syndicate
Transactions Byelaw (No. 18 of 1997)
Agency
Agreements (Amendment No. 16) Byelaw (No. 28 of 1997)
Agency
Agreements (Amendment No. 17) Byelaw (No. 1 of 1998)
Agency
Agreements (Amendment No. 18) Byelaw (No. 6 of 1998)
Bilateral
Arrangements (1998) Byelaw (No. 8 of 1998)
Agency
Agreements (Amendment No. 19) Byelaw (No. 1 of 1999)
Bilateral
Arrangements Byelaw (No. 4 of 1999)
Agency
Agreements (Amendment No. 20) Byelaw (No. 6 of 1999)
Run-Off
Years of Account (Revocation) Byelaw (No. 1 of 2000)
Agency
Agreements (Amendment No. 21) Byelaw (No. 3 of 2000)
Assignment
of Syndicate Participations (Second Nomination) Byelaw (No. 6 of 2000)
Agency
Agreements (Amendment No. 22) Byelaw (No. 8 of 2000)
LloydÕs
Policy Signing Office Byelaw (No. 11 of 2000)
Agency
Agreements (Amendment No. 23) Byelaw (No. 3 of 2001)
Agency
Agreements (Amendment No. 24) Byelaw (No. 1 of 2002).
EXPLANATORY
NOTE
(This note
is not part of the byelaw.)
This
byelaw prescribes the contractual terms upon which Names will appoint their underwriting
agents to carry on their underwriting business at LloydÕs for the 1990 and
subsequent years of account.
The
terms of the agreements are set out in Schedules 1, 2 and 3 to the byelaw and
may not be varied otherwise than by byelaw.
The
amount or rate of the agentsÕ remuneration is subject to agreement between the
Name and the agents. There are set out in Schedule 1 to the standard membersÕ
agentÕs agreement and the standard managing agentÕs agreement certain permitted
alternatives for determining the basis upon which the agentÕs fees are to be
calculated. The bases which are not used should be deleted.
Where
the Name has more than one membersÕ agent acting for him the Name must appoint
one of them as his co-ordinating agent. The duties of the co-ordinating agent
and of the other membersÕ agents are set out in the standard membersÕ agentÕs
agreement. The co-ordinating agentÕs fee shall be as agreed with the Name.
For
the purposes of paragraph 1.2(a)(i) of each of the standard agreements the list
of syndicates shall be the list of syndicates published each year by the
Council as ÒLloydÕs Underwriting SyndicatesÓ.
* All
the amendments made by byelaw No. 18 of 1993 apply in relation to any agreement
made after 8 September 1993 applying in respect of the 1994 or any later year
of account and to any agreement under which an underwriting member will
underwrite as a Provisional Insurer (as defined in clause 8.2 of the form of
agreement set out in Schedule 3 or Schedule 4 to the byelaw) contracts of insurance
which will be allocated to such a year of account. By byelaw No. 1 of 1994 the
application of the amendments to the principal byelaw made by byelaw No. 18 of
1993 (as amended by byelaw No. 29 of 1993) is extended to every agreement in
the terms of any of the schedules to the principal byelaw (as in force
immediately before byelaw No. 18 came into force) extant on 1 January 1994.
Byelaw No. 1 of 1994 also amends each such agreement and corrects minor errors.
For the
full text of this byelaw, see Part C, 310.
109.
LloydÕs Market Certificate
Byelaw No.
6 of 1989, 10 May 1989
COMMENCEMENT
This
byelaw commenced in stages. Paragraphs 2 and 10 commenced on 1 January 1992;
the remainder of the provisions commenced on 11 May 1989.
AMENDMENT
Underwriting
Agents (Amendment No. 7) Byelaw of 1993
Underwriting
AgentsÕ Qualifications (Miscellaneous Amendments) Byelaw (No. 32 of 1993).
REVOCATION
This
byelaw was revoked by the Training and Development Byelaw (No. 23 of 1998,
343).
EXPLANATORY
NOTE
(This
note is not part of the byelaw.)
This
byelaw imposes a requirement, which comes into effect on 1st January 1992, that
every active underwriter shall have sat and passed such of the examinations for
the LMC in respect of which he is not exempt.
The
following categories of persons are automatically exempt from the LMC:
(a) every
person who on 31st December 1991 holds the office of active underwriter;
(b) persons
becoming active underwriters on or after 1st January 1992 who have had
experience over a period of not less than five years out of the seven year
period ending on 1st January 1992 of having accepted risks on behalf of the
members of a syndicate with the authority of the managing agent of that
syndicate and who are aged 30 years or more on 1st January 1992.
The
Council can at its discretion grant a full or partial exemption, which may be
limited in duration, from the requirement imposed by paragraph 2 to any person
who appears to be sufficiently qualified to merit the exemption. In considering
whether or not to grant any such exemption the Council is to have regard to the
matters specified in paragraph 4(4).
Part
C of the byelaw establishes an examination structure and procedure for the LMC
and also provides for the award of the LMC. The examination papers will be
administered, set and marked for and on behalf of the Society by the Chartered
Insurance Institute. The first examinations for the LMC will be held in April
1990 and candidates will be examined in English law (with special reference to
the law of agency), principles and practice of insurance and LloydÕs regulatory
requirements.
Part
D of the byelaw amends the Underwriting Agents Byelaw (No. 4 of 1984) with
effect from 1 January 1992. The effect of the amending provisions is to impose
obligations on underwriting agents to ensure that their active underwriters
comply with paragraph 2 of the byelaw. The Council is required not to give its
consent to the appointment of any active underwriter unless he holds the LMC or
is exempt from the requirements of paragraph 2.
110. Annual
Subscribers, Associates, Substitutes and Others Byelaw No. 8 of 1993, 9 June
1993
AMENDMENT
This
byelaw was amended by
Corporate
Members (Consequential Amendments) Byelaw (No. 20 of 1993)
Appeal
Tribunal Byelaw (No. 18 of 1995).
REVOCATION
This
byelaw was revoked on 1 November 2000 by byelaw No. 15 of 2000, 122.
EXPLANATORY
NOTE
This
byelaw replaces the byelaws made under LloydÕs Acts 1871 to 1951 concerning
Annual Subscribers, Associates, Substitutes, Subscribers for Intelligence and
visitors. It updates many of the provisions of those byelaws and introduces
certain new measures.
PART
A of the byelaw deals with general interpretation.
PART
B, paragraphs 2 to 10, deals with Annual Subscribers and Associates. The
principal matters covered by this Part include:
(a) a
register of Annual Subscribers and Associates, which may be made available for
inspection at the discretion of the Council (Paragraph 2);
(b) the
limitation of Annual Subscribers to directors or compliance officers of, or
partners in, underwriting agents or LloydÕs brokers or bodies applying for
admission as such (Paragraph 3(1) and (2));
(c) the
restriction of Associates to persons not engaged in insurance business
(Paragraph 3(3));
(d) a
requirement that applicants for registration as an Annual Subscriber be
recommended by two persons who must be either members of the Society or Annual
Subscribers and of whom one must be a director of, or partner in, the
underwriting agent or LloydÕs broker (unless it is a body applying for such
status and none of its directors or partners is a member or Annual Subscriber
(Paragraph 4(2) and (3));
(e) a
requirement that applicants for registration as Associates be recommended by
three persons of whom at least one must be a member of the Society and the
other two must be either members, Annual Subscribers or Associates (Paragraph
4(4));
(f) the
removal of the requirement for election. The Council may prescribe admission
procedures and requirements (Paragraph 4(5));
(g) the
granting to the Council of powers over Annual Subscribers and Associates
analogous to those it has in respect of members, underwriting agents and
LloydÕs brokers (Paragraphs 5 to 10). The criterion of ÒsuitabilityÓ for
registration of persons as an Annual Subscriber or Associate reflects the
criterion in paragraph 5(b) of the Membership Byelaw (No. 9 of 1984). The
obligation to report criminal convictions (Paragraph 10) echoes similar
provisions in paragraph 21B of the Membership Byelaw. The CouncilÕs powers of
removal from the register (Paragraph 9) are similar to those it has in respect
of members, agents and LloydÕs brokers;
(h) as is
the case with members, underwriting agents and brokers, the granting to the
Council of power to retain jurisdiction over persons who would otherwise cease
to be Annual Subscribers or Associates, eg by failing to pay a subscription or
at their own request (Paragraph 9(6));
(i) a
requirement that Annual Subscribers and Associates inform LloydÕs if they have
become bankrupt, etc (Paragraph 10(2)); and
(j) the
removal of specific restrictions on the activities of Annual Subscribers
contained in old byelaws 75, 76 and 78.
PART
C, paragraphs 11 to 17, is concerned with Substitutes and Representatives of
members, agents, brokers and Associates. Among the topics contained in this
Part are:
(a) the
introduction of a new category of person, the ÒRepresentativeÓ of a member,
underwriting agent, LloydÕs broker or Associate, for persons not conducting
insurance business in person in the Room (Paragraph 12). Substitutes will be
limited to those conducting insurance business in person in the Room and thus
subject to the LloydÕs Introductory Test Byelaw;
(b) underwriting
agents and LloydÕs brokers as firms rather than their individual directors or
partners will have Substitutes or Representatives (Paragraph 13(1) and (2)).
This will obviate the need for time and paper consuming changes in SubstitutesÕ
sponsors if the sponsoring director or partner leaves the firm as happens at present;
(c) the
power of the Council to refuse to admit Substitutes or Representatives if their
sponsoring agent or broker has not paid fees in respect of any Substitute or
Representative (Paragraph 14(4)); and
(d) as
with Annual Subscribers and Associates, the Council has power to retain
jurisdiction over a Substitute or Representative notwithstanding the proposed
removal of his name from the list (Paragraph 17(3)).
PART
D, paragraph 18, covers the admission of Subscribers for Intelligence and other
persons to the Room.
PART
E, paragraphs 19 to 21, is concerned with general matters: the power to
prescribe fees, rights of appeal and consultation.
PART
F, paragraphs 22 to 24, revokes the old byelaws made under LloydÕs Act 1871 to
1951, makes consequential amendments to the Underwriting Agents Byelaw (No. 4
of 1984) and contains certain transitional provisions.
The
final part, PART G, (paragraph 25), provides that the byelaw comes into force
on 2 July 1993.
111.
Membership Byelaw No. 17 of 1993, 8 September 1993
COMMENCEMENT
This
byelaw came into force on 8 September 1993.
AMENDMENTS
This
byelaw was amended by
Membership
(Amendment) Byelaw (No. 24 of 1993)
Corporate
Members (Miscellaneous Amendments) Byelaw (No. 29 of 1993)
CompaniesÕ
Accounts (Miscellaneous Amendments) Byelaw (No. 15 of 1994)
Syndicate
Accounting Byelaw (No. 18 of 1994)
Membership
(Amendment No. 2) Byelaw (No. 12 of 1995)
Membership
(Amendment No. 3) Byelaw (No. 17 of 1995)
Appeal
Tribunal Byelaw (No. 18 of 1995)
Membership
(Amendment No. 3) Byelaw (No. 23 of 1995)
Individual
Registration Byelaw (No. 13 of 1996)
New Central
Fund Byelaw (No. 23 of 1996)
Membership
(Amendment No. 5) Byelaw (No. 42 of 1996)
Agency
Agreements (Amendment No. 15) Byelaw (No. 10 of 1997)
Membership
(Amendment No. 6) Byelaw (No. 21 of 1997)
Membership
(Amendment No. 7) Byelaw (No. 11 of 1998)
Membership,
Council and Committee and Annual and Extroadinary General Meetings (Amendment)
Byelaw (No. 15 of 1998)
Captive
Corporate Members Byelaw (No. 19 of 1998)
Premiums
Trust Fund and Regulating Trustee Byelaw (No. 22 of 1998)
Agency
Agreements (Amendment No. 20) Byelaw (No. 6 of 1999)
Membership
(Amendment No. 8) Byelaw (No. 8 of 1999)
Underwriting
Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Membership
(Amendment No. 9) Byelaw (No. 18 of 1999)
Intermediary
Amendment Byelaw (No. 10 of 2000)
LloydÕs
Policy Signing Office Byelaw (No. 11 of 2000)
LloydÕs
Claims Byelaw (No. 12 of 2000, 528)
Annual
Subscribers Byelaw (No. 15 of 2000)
LloydÕs
Brokers Byelaw (No. 17 of 2000)
Amendment
Byelaw (No. 9 of 2001).
EXPLANATORY
NOTE
(This note
is not part of the byelaw.)
This
byelaw amends and consolidates the provisions of the Membership Byelaw (No. 9
of 1984) as amended.
It
also makes provision for the admission to membership of the Society of
corporate members and for such members to underwrite insurance business at
LloydÕs.
Arrangement
of paragraphs
PART
AÑINTERPRETATION
1. Interpretation
PART
BÑCLASSES, CONDITIONS AND REQUIREMENTS OF MEMBERSHIP
2. Categories
and classes of membership
3. Conditions
and requirements of membership
4. Funds
at LloydÕs
5. Deposits
PART
CÑADMISSION TO MEMBERSHIP
6. Conditions
of eligibility
7. Sponsorship
8. Introductory
commissions
9. False
or misleading statements
10. [Admission]
11. Review of
[admission]
NOTE
PART
DÑCONTINUING REQUIREMENTS OF MEMBERSHIP
12. Corporate
member not to carry on other business
13. Requirement
to retain LloydÕs adviser and to use sponsor
14. Consent to,
and notification of, changes
15. Corporate
memberÕs declaration
16. Requirement
to file annual returns
17. Restrictions
regarding use of the name of LloydÕs etc
18. Compliance
by others
19. Consequences
of breach
PART
EÑUNDERWRITING AT LLOYDÕS
20. Conditions
and requirements for underwriting
21. Setting of premium
income limits
22. Grant of
permission to underwrite
23. No
underwriting without permission or in breach of requirements
24. Power to
direct cessation or reduction of underwriting
PART
FÑSPECIAL PROVISIONS FOR AVOIDANCE OF RISK TO LLOYDÕS POLICIES
25. Restrictions
on underwriting
26. No
underwriting otherwise than at LloydÕs
27. Concentration
in syndicate
28. Disclosure
of concentration in syndicate
29. Spread of
syndicate participation and disclosure
30. No other
person to share underwriting
31. Members
broking at LloydÕs
PART
GÑCORPORATE MEMBERS: ACCOUNTING REQUIREMENTS AND AUDITS
32. Maintenance
of accounting records
33. Accounts
34. Supplementary
statements
35. Accounts
etc. to be examined by auditor
36. Form of
auditorsÕ reports
37. AuditorsÕ
undertakings
38. Rights of
auditors
39. Further
examination of accounts and other documents
PART
HÑRESIGNATION, REVOCATION AND CESSATION OF MEMBERSHIP
40. Resignation
41. Cessation
for not underwriting
42. Corporate
member not fit and proper
43. Revocation
of membership on conviction of a reportable criminal offence
44. Notification,
procedure and powers incidental to revocation under paragraph 43
45. Revocation
for breach of condition or requirement
46. Bankruptcy
and insolvency
47. Declaration
of war
48. Consequences
of revocation or cessation
PART
IÑMISCELLANEOUS AND GENERAL
49. Powers of
Society as to set-off and application of funds
50. LloydÕs
central file of interests in corporate members
51. Overseas
bodies corporate
52. Power of
Council to obtain information
53. Powers to
prescribe etc
54. Powers of
the Council cumulative and exercisable from time to time
55. Service of
notices and legal process
56. Revocation
57. Commencement
and saving provisions
SCHEDULE Interpretation
The Council
of LloydÕs in exercise of its powers under section 6(2) of, and paragraphs (1)
and (2) of Schedule 2 to, LloydÕs Act 1982 by special resolution hereby makes
the following byelaw.
Part
AÑInterpretation
1. Interpretation
The
provisions of the Schedule to this byelaw (interpretation) shall have effect.
Part
BÑClasses, Conditions and Requirements of Membership
2. Categories
and classes of membership
(1)
The categories of membership of the Society shall beÑ
(a) underwriting
membership; and
(b) non-underwriting
membership.
(2)
Subject to Schedule 1 to LloydÕs Act 1982 [and to any other provision of this
byelaw], the Council may create such classes of membership within either
category as it may think fit, [É] may vary, merge or abolish any classes so
created [and may make such provision as it may think fit for the transfer of
members between the two categories and between any classes so created].
NOTE
(3)
The Council may admit any individual to the Room and other parts of the
premises of the Society with the complimentary title of Òhonorary memberÓ. An
honorary member shall have such rights and privileges as the Council may
specify but shall not as such be deemed to be a member of the Society for the
purposes of LloydÕs Acts 1871 to 1982 and the byelaws and regulations made
thereunder.
3. Conditions
and requirements of membership
(1)
Subject to LloydÕs Acts 1871 to 1982 and the byelaws made thereunder, the
Council may prescribe such conditions and requirements to be satisfied or
complied with as a condition of admission to membership of the Society, or by
members of the Society during membership, as it may think fit, and may add to,
alter or withdraw any condition or requirement so prescribed.
(2)
Without prejudice to the generality of sub-paragraph (1), any conditions and
requirements under that sub-paragraphÑ
(a) may
include the requirement to complete applications, notices and other documents
in the prescribed form;
(b) may
include the requirement to execute and deliver or otherwise become a party to
any prescribed form of deed, trust deed, contract, assignment, undertaking,
mandate, authority, power of attorney, negotiable instrument or other document
or instrument whatsoever;
(c) may
include requirements relating to the provision of certificates, confirmations,
declarations, information, opinions or reports relating to a person applying to
be admitted to membership (each such person being referred to in this byelaw as
a ÒcandidateÓ), or [[in the case of a body corporate]] to its directors,
managers, controllers [É] or connected companies [[or in the case of a Scottish
limited partnership to any person who, in relation to that Scottish limited
partnership or any general partner]] in the prescribed form and to be given by
such other persons as the Council may prescribe or approve;
(d) may
include requirements relating to the financial position of a member of the
Society [, his controllers or connected companies];
NOTE
(e) may
make provision as to the assets, liabilities and other matters to be taken into
account in determining the financial position of a member of the Society, and
the extent to which and the manner in which they are to be taken into account,
for the purposes of such conditions and requirements;
(f) may
require a member of the Society to hold assets of such descriptions and in such
amounts or of such value as may be specified or determined in accordance with
such conditions and requirements;
(g) may
include the requirement to provide security in respect of underwriting business
at LloydÕs in such form and manner and for such period as may be specified;
(h) may
make provision for ensuring that, in such circumstances and to such an extent
as may be specified, the assets of a member of the Society are maintained in
such places and held under such terms as may be specified;
(i) may
prohibit a member of the Society [[or any general partner of a Scottish limited
partnership]] from incurring liabilities of such descriptions, or in favour of,
or by way of guarantee or indemnity for, such persons or classes of person, as
may be specified.
NOTE
(3)
Without prejudice to the generality of sub-paragraph (1), any conditions and
requirements prescribed under that sub-paragraphÑ
(a) may
impose requirements which are absolute or which are to vary from time to time
by reference to such factors as are specified in or determined in accordance
with such conditions and requirements;
(b) may
make different provision for different classes of members of the Society and
different classes of insurance business at LloydÕs;
(c) may
make different provision for [bodies corporate, Scottish limited partnerships
and individuals];
(d) may
specify circumstances in which a member of the Society is to be exempt from any
such condition or requirement or may be excused from compliance with any such
condition or requirement to such an extent as the Council may think fit;
(e) may
contain incidental, supplementary and transitional provisions.
NOTE
(4)
In exercise of its powers under this paragraph, the Council may at any time
requireÑ
[[(a) any controller,
director or manager of a candidate or corporate member which is a body
corporate;
(b) any
person who, in relation to a Scottish limited partnership which is a candidate
or corporate member, is a specified person;
to execute
(and may require the candidate or corporate member to procure that he execute)
an undertaking in favour of the Council in a prescribed form.]
to execute
(and may require the candidate or corporate member to procure that he execute)
an undertaking in favour of the Council in a prescribed form.
NOTE
(5)
Any undertaking in a form prescribed for the purposes of sub-paragraph (4) may
include terms to the effect that the person giving the undertakingÑ
(a) submits
to the jurisdiction of the Council;
(b) will,
both while he remains a controller, director [É] or manager of the body
corporate concerned [[or, in relation to a Scottish limited partnership, while
he remains a specified person in relation to that Scottish limited partnership
(as the case may be)]] and at all times thereafter, provide to the Council such
information, explanations, documents and other material relating to the
corporate member or its business of insurance at LloydÕs or to any persons
involved in or connected with such business or any other information,
explanations, documents or other material which the Council may consider
necessary or appropriate to be given or produced.
NOTE
(6) In
exercise of its powers under this paragraph, the Council may at any time
require a person who controls more than one corporate member and each corporate
member which that person controls to execute (and may require such corporate
members or any one of them to procure that the controller execute) an
undertaking in favour of the Council in a prescribed form, which may include
terms to the effect thatÑ
(a) each
corporate member shall make, and the controller shall procure that each shall
make, contributions to the Central Fund [or the New Central Fund] in such
circumstances and of such amounts as may be specified in the undertaking;
(b) each
corporate member shall, and the controller shall procure that it shall, at the
direction of the Council, cease underwriting insurance business at LloydÕs or
reduce the level of insurance business underwritten by it at LloydÕs to a level
specified by the Council iun such circumstances as may be specified in the
undertaking.
NOTE
[(6A)
In exercise of its powers under this paragraph, the Council may require a [[É]]
controller of, a corporate member to execute all or any of the following:
(a) an
undertaking (which may be limited in amount) that it will, if the corporate
member fails to pay any of its creditors or any of its creditors falling within
a class specified in the undertaking, pay such creditors;
(b) an
undertaking (which may be limited in amount) that it will ensure that the
corporate member complies at all times with the requirements relating to funds
at LloydÕs made under this byelaw;
(c) an
undertaking that all or specified classes of debt owed to that person or to any
connected company of that person will rank behind debts owed to other creditors
of the corporate member or other creditors of that corporate member of a class
specified in the undertaking.
NOTE
(6B)
In exercise of its powers under this paragraph, the Council may at any time
require a corporate member which is controlled by another member and which is a
party to an approved conversion agreement with that other member to execute an
undertaking in favour of the Council in a prescribed form, which may include
terms to the effect that the corporate member shall:
(a) make
contributions to the Central Fund [or the New Central Fund] in such
circumstances and of such amounts as may be specified in the undertaking;
(b) at
the direction of the Council, cease underwriting insurance business at LloydÕs
or reduce the level of insurance business underwritten by it at LloydÕs to a
level specified by the Council in such circumstances as may be specified in the
undertaking.]
NOTE
[(6C)
In exercise of its powers under this paragraph, the Council may at any time
require one or more controllers or connected companies of a captive corporate
member to provide an undertaking, guarantee or other instrument in the
prescribed form, which may include terms to the effect that those controllers
or connected companies shall pay on demand to the Society or such person as the
Society may direct, all sums due and payable (but unpaid) by the captive
corporate member in connection with its underwriting at LloydÕs, in such
circumstances as may be specified in the undertaking.]
NOTE
(7)
An application for membership of the Society shall be lodged with an authorised
person, within such time limit for such application (if any) and in accordance
with such procedures as may be prescribed by the Council.
(8)
The Council may by notice in writing at any time require any member of the
Society to provide to the Council within such time as may be specified a
statement in the prescribed form in order to demonstrate whether or not he
meets any financial conditions and requirements made under sub-paragraph (1)
and for the time being applicable to him and may require that statement to be
certified or verified by his auditor or any other person approved by the
Council.
(9)
Subject to sub-paragraph (10), every member of the Society shall at all times
comply with all conditions and requirements prescribed under this paragraph for
the time being applicable to him.
(10)
Without prejudice to the following provisions of this byelaw for requiring an
underwriting member to cease or reduce the level of his underwriting at
LloydÕs, no member of the Society shall be excluded from membership for breach
of any condition or requirement falling within sub-paragraph (9), or of any
undertaking given pursuant thereto, where that breach or failure consists
solely of his inability to satisfy a financial qualification contained in that
condition, requirement or undertaking, which was not applicable on the date
when he became an underwriting member or, where he has subsequently increased
the level of his underwriting, on the date when his application to do so was
duly accepted.
[(11)
In sub-paragraph (6B), Òapproved conversion agreementÓ has the meaning given in
Schedule 1 to [[The Conversion and Related Arrangements Byelaw (No. 22 of 1996,
329)]].]
NOTE
4. Funds
at LloydÕs
(1)
The conditions and requirements prescribed by the Council under paragraph 3 may
include the requirement that members of the Society provide security in respect
of their underwriting business at LloydÕs in all or any of the forms described
in sub-paragraph (2) (Òfunds at LloydÕsÓ).
(2)
For the purposes of this byelaw, funds at LloydÕs may comprise the following,
subject to any deductions which the Council may prescribeÑ
(a) in
respect of general businessÑ
(i) LloydÕs
deposits;
(ii) special
reserve funds or such parts or proportions thereof as the Council may
prescribe;
(iii) personal
reserve funds or such parts or proportions thereof as the Council may
prescribe;
(b) in
respect of long term business, LloydÕs life deposits; and
(c) in
either caseÑ
(i) any
additional LloydÕs deposits; and
(ii) any
other items or allowances (or such parts or proportions thereof as the Council
may prescribe) which the Council may approve for the purpose and being in such
form and held on such terms and by such persons as the Council may specify;
and may
differ in respect of different classes of members of the Society.
5. Deposits
(1) LloydÕs
deposit
The
conditions and requirements prescribed by the Council under paragraph 3 may
include the payment, transfer or provision by or for the benefit of a member to
the Society or such other person as the Council may prescribe, or the
procurement thereof, of such sums, investments, guarantees or letters of credit
having such aggregate value and being in such form as the Council shall
prescribe (the ÒLloydÕs depositÓ). The LloydÕs deposit shall be held by the
Society or such other person as the Council may specify as trustee upon and
subject to the terms of such trusts as shall be so prescribed and of any
directions which may be made by the Council.
(2) LloydÕs
life deposit
The
conditions and requirements prescribed by the Council under paragraph 3 may, in
the case of underwriting members wishing to commence or continue underwriting
long term business, include the payment, transfer or provision by or for the
benefit of a member to the Society or such person as the Council may prescribe,
or the procurement thereof, of such sums, investments, guarantees or letters of
credit having such aggregate value and being in such form as the Council shall
prescribe (the ÒLloydÕs life depositÓ). The LloydÕs life deposit shall be held
by the Society or such other person as the Council may specify as trustee upon
and subject to the terms of such trusts as shall be so prescribed and of any
directions which may be made by the Council.
(3) Additional
LloydÕs deposit
The
conditions and requirements prescribed by the Council under paragraph 3 may
include the payment, transfer or provision by or for the benefit of a member to
the Society or such other person as the Council may prescribe, or the
procurement thereof, of such sums, investments, guarantees or letters of credit
having such aggregate value and being in such form as the Council shall prescribe
(the Òadditional LloydÕs depositÓ). The additional LloydÕs deposit shall be
held by the Society or such other person as the Council may specify as trustee
upon and subject to the terms of such trusts as shall be so prescribed and of
any directions which may be made by the Council.
(4)
Without prejudice to the generality of sub-paragraph (3), the Council may at
any time require a member of the Society to provide an additional LloydÕs
deposit whereÑ
(a) the
sums, investments, guarantees or letters of credit comprising his LloydÕs
deposit or LloydÕs life deposit have fallen in value below the required
aggregate value; or
(b) the
memberÑ
(i) changes
his country of residence, or his nationality, or his domicile (except where the
change is from one member state of the European Economic Community to another);
(ii) increases
his overall premium limit, general business premium limit, long term business
premium limit or any class premium limit or mem-
berÕs
syndicate premium limit for the time being applicable to him.
(5)
Except with the prior consent of the Council, no asset shall be transferred
into a LloydÕs deposit, a LloydÕs life deposit or an additional LloydÕs deposit
unless that asset is then legally and beneficially owned by the person so
transferring it and is free from any lien, charge or encumbrance.
(6)
No underwriting member shall at any time without the prior written consent of
the Council, and then only subject to such terms and conditions as the Council
may impose, charge or assign or agree to charge or assign, or otherwise
restrict, encumber or dispose of any interest in the whole or any part of any
LloydÕs deposit, LloydÕs life deposit, additional LloydÕs deposit or any other
fund established by him as security for the payment of his underwriting
liabilities.
(7)
No asset forming part of the LloydÕs deposit, the LloydÕs life deposit or the
additional LloydÕs deposit of an underwriting member shall be transferred to
him or to his order unlessÑ
(a) in
the case of a proposed transfer of an asset forming part of his LloydÕs
deposit, the Council is satisfied that his liabilities arising out of or in
connection with any general business at LloydÕs have been satisfied, discharged
or finally provided for or that the balance remaining of his LloydÕs deposit
and any applicable additional LloydÕs deposit will be sufficient to meet those
liabilities;
(b) in
the case of a proposed transfer of an asset forming part of his LloydÕs life
deposit, the Council is satisfied that his liabilities arising out of or in
connection with any long term business at LloydÕs have been satisfied,
discharged or finally provided for or that the balance remaining of his LloydÕs
life deposit and any applicable additional LloydÕs deposit will be sufficient
to meet those liabilities;
(c) in
the case of a proposed transfer of an asset forming part of an additional
LloydÕs deposit, the Council is satisfied that his liabilities arising out of
or in connection with any general business at LloydÕs (where the additional
LloydÕs deposit has been provided in connection with general business) or with
any long term business at LloydÕs (where the additional LloydÕs deposit has
been provided in connection with long term business) have been satisfied,
discharged or finally provided for or that the balance remaining of his LloydÕs
deposit (as the case may be) and any applicable additional LloydÕs deposit will
be sufficient to meet those liabilities.
Part
CÑAdmission to Membership
6. Conditions
of eligibility
(1)
Subject to the provisions of this Part, either an individual or a body
corporate [or Scottish limited partnership] shall be eligible as a member of
the Society.
(2)
No partnership [other than a Scottish limited partnership] shall be eligible as
a member of the Society.
NOTE
(3)
A person shall not be eligible as a member of the Society unlessÑ
(a) the
Council is satisfied that he complies or is able to comply with the conditions
and requirements prescribed under paragraph 3 applicable to him; and
(b) the
Council is satisfied that he is a fit and proper person to be a member of the
Society.
(4)
Without prejudice to the generality of sub-paragraph (3), in deciding whether a
body corporate is fit and proper to be or remain a corporate member, the
Council may have regard to the following criteriaÑ
(a) the
character and suitability of the directors (both individually and collectively)
for the time being of the body corporate;
(b) the
sufficiency in number of the directors of the body corporate and of the
directors who have experience of business at LloydÕs;
(c) the
reputation, financial standing, character and suitability of any person [É] who
controls the body corporate;
(d) the
reputation and financial standing of any connected company of the body
corporate;
(e) the
reputation, character and suitability of any director of or partner in any
person who controls the body corporate;
(f) the
reputation, character and suitability of any director or controller of [É] a
connected company of the body corporate;
(g) whether
any manager of the body corporate, or any other person who works for the body
corporate is, having regard to his character and suitability, a person who
should be a manager of a corporate member or (as the case may be) should work
for a corporate member in a capacity which includes his proposed functions;
(h) the
adequacy of the capital of the body corporate;
(i) the
location of the accounting and other records of the body corporate;
(j) any
conditions imposed or which may be imposed under paragraph 10(3);
(k) any other
matters which in the opinion of the Council should be taken into account in
deciding whether a body corporate is fit and proper to be a corporate member.
NOTE
[4(A)
Without prejudice to the generality of sub-paragraph (3), in deciding whether a
Scottish limited partnership is fit and proper to be or remain a corporate
member, the Council may have regard to the following:
(a) the
character and suitability of the directors (both individually and collectively)
for the time being of any general partner;
(b) the
sufficiency in number of the directors of any general partner and of those
directors who have experience of business at LloydÕs;
(c) the
reputation, financial standing, character and suitability of any person who
controls the Scottish limited partnership or any general partner;
(d) the
reputation and financial standing of any connected company of the Scottish
limited partnership or any general partner;
(e) the
reputation, financial standing, character and suitability of any director of or
partner in any person who controls the Scottish limited partnership or any
general partner;
(f) the
reputation, character and suitability of any management company;
(g) the
reputation, character and suitability of any director or controller of a
connected company of the Scottish limited partnership or the general partner;
(h) whether
any manager of any general partner, or any other person who works for the
general partner is, having regard to his character and suitability, a person
who should be a manager of a general partner of a Scottish limited partnership
or (as the case may be) should work for a general partner of a Scottish limited
partnership in a capacity which includes his proposed functions;
(i) the
adequacy of the capital of each of the Scottish limited partnership and any
general partner;
(j) the
location of the accounting and other records of the Scottish limited
partnership and any general partner;
(k) any
conditions imposed or which may be imposed under paragraph 10(3);
(l) any
other matters which in the opinion of Council should be taken into account in
deciding whether the Scottish limited partnership is fit and proper to be a
corporate member.]
NOTE
[(5)
Without prejudice to the generality of sub-paragraph (4)Ñ
(a) in
considering the reputation of any controller or connected company of a
corporate member which carries on business at LloydÕs (whether as an approved
run-off company, [[É]] LloydÕs broker, coporate member, underwriting agent or
otherwise) the Council may take into account whether the record of the
controller or connected company in complying with any applicable requirements
of LloydÕs is satisfactory; and
(b) in
considering the suitability of a person [É] who controls the corporate member,
the Council may take into account whether permitting that person to be or
remain a [É] controller of, that corporate member could place any managing
agent of which that person is a [É] controller in a position where its
interests are likely significantly to conflict with the duties which that
managing agent owes to members under agreements with them or under the general
law.
NOTE
(6)
In sub-paragraph (5)Ñ
(a) Òrequirements
of LloydÕsÓ means the requirements of LloydÕs Acts 1871 to 1982, requirements
imposed by any byelaw or regulation made under those Acts, conditions or
requirements imposed or directions given under any such byelaw or regulation,
directions given under section 6 of LloydÕs Act 1982, requirements imposed by
or under any undertaking given to the Society or the Council, requirements
imposed or directions given by the Council and any codes of practice from time
to time promulgated or made by the Council; and
(b) Ò[É]
controllerÓ has the meaning given in the Underwriting Agents Byelaw (No. 4 of
1984, 101).]
NOTE
7. Sponsorship
(1)
Every candidate shall be sponsored by such person or persons (each a ÒsponsorÓ)
and in such manner as the Council may determine.
(2)
The Council may by notice in writing at any time require any of the persons
listed in sub-paragraph (3) to provide the Council with such information as it
may require in relation to the sponsorship of candidates by that person.
(3)
The persons referred to in subÐparagraph (2) are the followingÑ
(a) an
annual subscriber;
(b) [[É]];
(c) [É];
(d) a
LloydÕs broker;
(e) a
member of the Society;
(f) an
underwriting agent;
(g) a
director of, or partner in, a [É] LloydÕs broker or underwriting agent;
(h) a
person who works for a [É] LloydÕs broker or underwriting agent whether under a
contract of service or for services or otherwise; or
[(ha) a registered
individual;]
(i) a
person approved by the Council under sub-paragraph (1) to act as a sponsor.
NOTE
8. Introductory
commissions
(1)
Immediately upon any of the persons listed in sub-paragraph (6) giving, or
agreeing to give, or intending to give, or receiving or becoming entitled to
receive, in any such case whether directly or indirectly, an introductory
commission, that person
shall
disclose full particulars of such introductory commission (including the amount
or basis of calculation thereof) in writing to the Council and to the candidate
concerned.
(2)
In addition to the disclosure required by sub-paragraph (1), where a [[É]]
sponsor or underwriting agent has given, or agreed to give, or intends to give,
in any such case whether directly or indirectly, an introductory commission to
any person in respect of a candidate, that [[É]] sponsor or underwriting agent
shall, at the first relevant meeting, disclose full particulars of such
introductory commission (including the amount or basis of calculation thereof)
in writing to the candidate.
(3)
The Council may by notice in writing at any time require any of the persons
listed in sub-paragraph (6) to provide the Council with such information as it
shall require in relation to the introduction of candidates by that person.
(4)
Every candidate shall disclose in his application for membership details of any
introductory commission which he has given or agreed to give or intends to
give, whether directly or indirectly, to any person introducing him or to any
of his sponsors or otherwise in connection with his membership.
(5)
For the purposes of this paragraph a first relevant meeting is the first
meeting between a candidate or, in the case of a candidate which is or will be
a body corporate, a director, proposed director or promoter of that body
corporate and any of the persons listed in sub-paragraph (7) which satisfies
the following conditionsÑ
(a) it
has been previously arranged; and
(b) has
as its dominant purpose eitherÑ
(i) the
consideration of the candidate becoming a member of the Society; or
(ii) the
consideration of the candidate entering into or any agreement with any [[É]]
for the provision of advisory services relating to underwriting insurance business
at LloydÕs or an agreement with any underwriting agent in the terms of any
standard agreement.
(6)
The persons referred to in sub-paragraphs (1) and (3) are the followingÑ
(a) an
annual subscriber;
(b) [[[É]]];
(c) [[É]];
(d) a
LloydÕs broker;
(e) a
member of the Society;
(f) an
underwriting agent;
(g) a
director of, or partner in, a LloydÕs broker, underwriting agent [[É]];
(h) a
person who works for a LloydÕs broker, underwriting agent [[É]] whether under a
contract of service or for services or otherwise;
(i) a
person approved by the Council under paragraph 7(1) to act as a sponsor;
[(j) a
registered individual].
NOTE
(7)
The persons referred to in sub-paragraph (5) are the followingÑ
(a) [É]
(b) an
underwriting agent;
(c) a
director of, or partner in, an underwriting agent or [É];
(d) a
person who works for an underwriting agent or [É] whether under a contract of
service or for services or otherwise;
(e) a
person approved by the Council under paragraph 7(1) to act as a sponsor [;
(f) a
registered individual].
NOTE
9. False
or misleading statements
(1)
No candidate shall make, or knowingly permit to be made on his behalf, any
false or misleading statement in respect of his application for membership of
the Society.
(2)
Failure by a candidate to comply with the provisions of sub-paragraph (1) shall
if that candidate becomes a member of the Society constitute misconduct by that
candidate for the purposes of the Misconduct, Penalties and Sanctions Byelaw (No.
9 of 1993).
10. [Admission]
(1)
[Admission] to membership of the Society shall be as determined by the Council.
(2)
In considering whether or not to [admit] a candidate as a member of the Society
the Council shall make such enquiries as it thinks fit and may receive and take
account of information, documents or other material from any source whatever
relating to the candidate or any such person as is referred to in paragraph
6(4).
(3)
In [admitting] a candidate which is a body corporate [[or Scottish limited partnership]]
to membership of the Society, or following a review under paragraph 11, without
prejudice to the generality of paragraph 3, the Council may impose such
conditions as are in its view necessary or desirable to ensureÑ
(a) that
the body corporate [[or Scottish limited partnership]] is or will continue to
be fit and proper to be a member of the Society; and
(b) that
the body corporate [[or Scottish limited partnership]] will or will continue to
comply with the requirements of LloydÕs Acts 1871 to 1982, the byelaws and
regulations made under those Acts and any conditions and requirements imposed
or direction given under any such byelaw or regulation and for the time being
applicable to it and any agreement, instrument or undertaking to which it is a
party pursuant to such conditions, requirements and directions.
NOTE
11. Review
of [admission]
(1)
The Council may at any time conduct a review of a corporate memberÕs
[admission] under this byelaw for the purpose of determining whether the
corporate member in question continues to be eligible for membership.
(2)
In connection with any such review the Council may require that the corporate
memberÑ
(a) provide
such documents and information as the Council may specify; and
(b) comply
with such requirements as the Council may determine relating to the procedures
for conducting any such review.
NOTE
Part
DÑContinuing Requirements of Membership
12. Corporate
member not to carry on other business
(1)
[Subject to sub-paragraph (4), no] corporate member shallÑ
(a) carry
on any business or activity other than its underwriting business at LloydÕs and
such activities as are directly ancillary to that business; or
(b) enter
into contracts or otherwise incur any liabilities (including contingent
liabilities) or acquire, hold or dispose of property other than for the
purposes of the business and activities described in sub-paragraph (1)(a).
(2)
Without prejudice to the generality of sub-paragraph (1) [(but subject to
sub-paragraph (4))], no corporate member shall hold or acquire any interest in
securities ofÑ
(a) any
other corporate member;
(b) any
person who controls a corporate member; or
(c) any
[[É]], LloydÕs broker or underwriting agent.
(3)
Without prejudice to the generality of sub-paragraph (1), no corporate member
shall underwrite on its own account and in any manner howsoever insurance
business of any kind except at LloydÕs.
[[(4)
A corporate member may acquire and then hold an interest in securities of any
other corporate member and/or any person who controls a corporate memberÑ
(a) if
such acquisition and holding is in consequence of the corporate member
accepting an invitation to participate in a surrender arrangement or share swap
arrangement which complies with the conditions and requirements made under
paragraph 5(1) of the Conversion and Related Arrangements Byelaw (No. 22 of
1996) for the time being in force; or
(b) with
the prior written consent of the Council.]]
NOTE
[13. Requirement
to retain a membersÕ agent and to use a sponsor
(1)
Unless the Council otherwise agrees, a corporate member shall appoint and at
all times retain a membersÕ agent (whether or not designated a corporate
adviser) to act in respect of its underwriting business at LloydÕs.
(2)
The corporate member shall, at such time or times as the Council may require,
make use of the services of the person who acted as its sponsor when it was a
candidate or such other person as the Council may approve for the purpose.]
NOTE
14. Consent
to, and notification of, changes
(1)
No person shall, without the prior written consent of the CouncilÑ
(a) be a
controller of [É] a corporate member;
(b) be a
controller of two or more corporate members.
NOTE
(2)
No corporate member shall, without the prior written consent of the Council,
cause or permit any of the events listed below to occurÑ
[(a) in the case
of a body corporate, the appointment of a person as a director of the corporate
member;
(b) in
the case of a body corporate, a merger between the corporate member and another
body corporate;]
(c) the
appointment of itself as a director of another corporate member;
(d) an
insolvency event;
(e) any
event requiring the agreement of the Council under any other paragraph of this
byelaw, or any conditions and requirements prescribed by the Council under any
other paragraph of this byelaw;
(f) any
other event which the Council may prescribe for the purposes of this
sub-paragraph.
NOTE
[(2A)
A corporate member [[which is a body corporate]] shall, so far as it lies
within its powers, procure that no person who is a controller of the corporate
member shall acquire a notifiable holding in the corporate member unless:
(a) that
person has given notice to the Council stating that he intends to acquire a
notifiable holding in that corporate member and containing such particulars as
the Council may require; and
(b) either
the Council has, before the expiry of the period of three months beginning with
the date of service of the notice (or of such longer period beginning with that
date as the Council may, before the expiry of the three month period, notify to
him), notified him in writing that there is no objection to his proposed
acquisition or that period has expired without the Council having served a
written notice of objection.]
NOTE
(3)
A member shall promptly notify the Council in writing of the occurrence of any
of the following together, in each case, with such information as the Council
may prescribeÑ
(a) in
the case of an individual member, a decision to change his country of residence
or his nationality or his domicile;
(b) in
the case of a corporate memberÑ
(i) a
director of the member ceasing to be a director;
(ii) its
becoming aware that a person has ceased or is proposing to cease to be a [É]
controller of that member;
(iii) the
appointment by that member of an auditor;
(iv) an
auditor of that member vacating office;
(v) a
decision to change the date to which the accounts of the member are prepared;
(vi) a
change in the date to which group accounts of any controller or holding company
of the member which are required to be sent to the Society by paragraph 16 are
prepared;
(vii) any change
in its constitution;
(viii) a decision to
appoint or terminate the appointment of any agent appointed by the member for
service of notices under paragraph 54;
(ix) a
decision to reduce its issued share capital or any part thereof;
(c) in
the case of any memberÑ
(i) the
occurrence of any insolvency event in relation to that member;
(ii) a
material change in any information furnished to the Council in connection with
an application by that member for membership or in connection with a review
under paragraph 11 of the [admission] of that member and not required to be
disclosed under any other provision of this paragraph.
(iii) any
other event which the Council may prescribe for the purposes of this
sub-paragraph.
NOTE
(4)
If a member of the Society or, to its knowledge, a person who is a controller,
director or manager of a corporate member [[which is a body corporate or a
person who is a specified person in relation to a Scottish limited
partnership]] [É] is convicted of a reportable criminal offence by a court in
the United Kingdom or elsewhere that member shallÑ
(a) as
soon as possible, and in any event within 30 days after the date of conviction
or its becoming aware of the conviction (as the case may be), give to the
officer or employee of the Society nominated for that purpose written notice of
the offence of which he was convicted, the sentence imposed, the name and
address of the court and the date of the conviction; and
(b) provide
such additional information, documents or other materials relating to the
convictions as the Council may direct.
NOTE
(5)
If a corporate member or a person whose accounts are required to be sent to the
Society by paragraph 16(3) prepares quarterly or half yearly financial
statements which, in the case of a person other than the corporate member, are
accounts into which the results of the corporate member are consolidated, the
corporate member shall send to the Society a copy of such financial statements,
together with a translation of those statements into English, if they have been
prepared in another language.
(6)
The Council may, on granting its consent under sub-paragraph (1) or (2) [or
giving its approval under sub-paragraph (2A),] impose such conditions and
requirements as it thinks fit.
NOTE
(7)
Without prejudice to the generality of sub-paragraph (6), any conditions and
requirements imposed under that sub-paragraph may include the requirement to
give undertakings whichÑ
(a) in
the case of a consent sought under sub-paragraph (1)(a) or 2(a), may include
undertakings in the terms set out in paragraph 3(5);
(b) in
the case of a consent sought under sub-paragraph (1)(b), may include undertakings
on the part of the proposed controller and each corporate member which it
controls or proposes to control in the terms set out in paragraph 3(6).
(8)
When applying for the CouncilÕs consent under sub-paragraph (1) or (2) [[or
making a notification under sub-paragraph (2A),]] the person making the
application [or notification (as the case may be)] shall [pay to the Society
such fee as the Council may prescribe and] supply the Council with such
additional information, documents or other material as the Council may specify.
NOTE
(9)
Where sub-paragraph (3)(b)(iv) applies, the member shall also send to the
Council a copy of any representations made, notice given or statement made by
the auditor of the member (under section 391A(3), 392(1) or 394(1) of the
Companies Act 1985 or otherwise) on or in connection with the auditor vacating
office.
(10)
In sub-paragraph (5), Òfinancial statementsÓ means any balance sheet and profit
and loss account prepared by a person for publication (whether to shareholders
or otherwise), registration or filing.
15. Corporate
memberÕs declaration
(1)
Every corporate member shall, as at a date prescribed by the Council, prepare a
declaration (a Òdeclaration of complianceÓ), complying with the following
provisions of this paragraph.
(2)
A declaration of compliance shall containÑ
(a) such
statements and information as regardsÑ
(i) the
assets and liabilities;
(ii) the
funds at LloydÕs; and
(iii) the
memberÕs syndicate premium limits set under paragraph 21(4);
of
the corporate member as the Council may prescribe;
(b) a
statement that the corporate member has adequate working capital to ensure the
continuation of its business as a going concern for the period of 12 months
immediately following the date as at which the declaration of compliance is
made;
(c) a
statement that the corporate member has complied with paragraph 14 throughout
the preceding period of one year;
(d) the
names and addresses of each controller and director of [É] the corporate member
and of any connected persons who make him a controller; and
(e) such
other statements, warranties or undertakings as the Council has prescribed
under paragraph 20 or otherwise.
NOTE
(3)
The statements referred to in sub-paragraph (2) may, unless otherwise required
by the Council, be expressed to be made to the best of the knowledge,
information and belief of the persons signing the statement, but in that event
the declaration of compliance shall also state that those persons have made all
reasonable enquiries as to the matters to which the declaration of compliance
relates.
(4)
If any statement required by sub-paragraph (2) regarding compliance by the
corporate member with any requirement cannot be made without qualification, the
declaration of compliance shall contain full particulars of each failure by the
corporate member to comply with the relevant requirement and shall state that
it has complied with the relevant requirement in all other respects.
(5)
A declaration of compliance shall be accompanied byÑ
[. . .] any
legal opinion or confirmation of a legal opinion given previously in respect of
that member in the prescribed form and given by a legal adviser approved by the
Council [. . . .]
NOTE
(6)
A declaration of compliance shall be signed by such officer or officers of the
corporate member as the Council may specify.
(7)
There shall be sent to the Society within the prescribed period after the date
to which the declaration of compliance is made upÑ
(a) the
declaration of compliance;
(b) any
auditorÕs report required under paragraph 35 in relation to it;
(c) the
legal opinion referred to in sub-paragraph (5)(a) [. . . .].
NOTE
16. Requirement
to file annual returns
(1)
Every corporate member shall, within the prescribed period after each date to
which its accounts are made up, send to the Society a return (an Òannual
returnÓ) comprising the documents specified in sub-paragraph (2), together, in
the case of any document which has been prepared in a language other than
English, with a translation of that document.
(2)
The documents referred to in sub-paragraph (1) areÑ
(a) a
copy of the accounts of the corporate member required by Part VII of the
Companies Act 1985 or paragraph 33(1) or the legislation referred to in
paragraph 33(2)(b) (as the case may be);
(b) if
the Council so requires, any supplementary statements prepared under paragraph
34;
(c) the
auditorÕs reports required by paragraph 35 in relation to the documents
referred to in (a) and, where relevant, (b).
(3)
A corporate member shall, within the prescribed period after each date to which
its controller and, if different, holding company prepares group accounts under
section 229 of the Companies Act 1985 (or, if its controller or holding company
is not subject to that section, such group accounts (if any) as its controller
or holding company is required to prepare under the law of its place of
incorporation) send to the Society a copy of the group accounts made up to that
date together with translation of those accounts into English if they have been
prepared in another language.
(4)
The obligation in sub-paragraph (3) shall not apply to any corporate member
whose results are not consolidated into the accounts concerned.
(5)
A body corporate which is entitled to the benefit of any exemption in sections
246 to 249 of the Companies Act 1985 or any exemption under legislation
implementing Article 6 of the Seventh Council Directive (83/349/EEC), as
amended from time to time, shall not rely on it in relation to accounts to be
sent to the Society under sub-paragraphs (1) and (3).
17. Restrictions
regarding use of the name of LloydÕs etc
(1)
No corporate member shall, without the written consent of the Council, use the
word ÒLloydÕsÓ in its name or in any business or trading name it may adopt.
(2)
No member of the Society shall, without the written consent of the Council,
conduct himself or his business, use the word ÒLloydÕsÓ or the SocietyÕs
address or describe himself as a member of the Society in such a way as to
imply that his affairs or any aspect of them have the approval of the Society.
18. Compliance
by others
(1) A
corporate member shall procure compliance by its directors, managers and
employees with any obligations imposed on them by the Council relating to its
membership of LloydÕs.
(2)
A corporate member shall take reasonable stepsÑ
(a) to
procure that persons not falling within sub-paragraph (1) keep the corporate
member informed so that the corporate member is able to comply with its
obligations under this byelaw and themselves perform any obligations imposed on
them by the Council and relating to the corporate memberÕs membership of
LloydÕs; and
(b) to
prevent any matter falling within paragraphs 14(1) and (2) from arising or
taking place unless the written consent of the Council has first been obtained.
(3)
For the purposes of this paragraph, obligations shall be treated as imposed on
a person by the Council if he is required to perform them by any byelaw or
regulation made under LloydÕs Acts 1871 to 1982, any condition or requirement
imposed or direction given under any such byelaw or regulation, any direction
given under section 6 of LloydÕs Act 1982, any requirement imposed by or under
any agreement between him, or any undertaking by him, in favour of the Society
or the Council or any other requirement imposed or direction given by the
Council under LloydÕs Acts 1871 to 1982.
19. Consequences
of breach
(1)
Any of the following shall constitute grounds on which the Council may exercise
the powers referred to in sub-paragraph (2)Ñ
(a) any
breach ofÑ
(i) any
provision of this Part D;
(ii) any
condition or requirement imposed by the Council under paragraph 10(3) or 14(6);
or
(iii) any
term of any agreement or undertaking entered into or given pursuant to such a
condition or requirement; and
(b) the
inclusion of any false, misleading or inaccurate statement or information in
any statement, declaration or information provided to the Council under any
such provision, condition, requirement, or undertaking.
(2)
The powers referred to in sub-paragraph (1) areÑ
(a) its
powers under paragraph 24 (and that paragraph shall apply as though a breach
falling within sub-paragraph (1) of this paragraph were a breach of a condition
or requirement prescribed by the Council under paragraph 20);
(b) its
powers under paragraph 42; or
(c) any
other power which the Council considers it appropriate to exercise in the
circumstances.
Part
EÑUnderwriting At LloydÕs
20. Conditions
and requirements for underwriting
(1)
The Council may prescribe such conditions and requirements to be complied with
by underwriting members who wish to commence or to continue to underwrite
insurance business at LloydÕs as it may consider appropriate, and may add to,
alter or withdraw any condition or requirement so prescribed.
(2)
Without prejudice to the generality of sub-paragraph (1), any conditions or
requirements prescribed under that sub-paragraphÑ
(a) may
include the requirement to complete applications, notices and other documents
in the prescribed form;
(b) may
include the requirement to execute and deliver or otherwise become a party to
any prescribed form of deed, trust deed, contract, assignment, undertaking,
mandate, authority, power of attorney, negotiable instrument or other document
or instrument whatsoever;
(c) may
include requirements that an underwriting memberÕs underwriting agent, LloydÕs
adviser, auditor, sponsor, legal adviser or other adviser provide to the
Council, in the prescribed form, such certificates, confirmations, information,
opinions or reports to the Council as the Council may require.
(3)
Without prejudice to the generality of sub-paragraph (1), any conditions and
requirements prescribed under that sub-paragraphÑ
(a) may
differ in respect of different classes of underwriting members and different
classes of insurance business at LloydÕs;
(b) may
make different provision for [bodies corporate, Scottish limited partnerships
and individuals];
(c) may
specify circumstances in which an underwriting member is to be exempt from any
such condition or requirement or may be excused from compliance with any such
condition or requirement to such an extent as the Council may think fit;
(d) may
contain incidental, supplementary or transitional provisions.
(4)
An application for permission to commence underwriting shall be lodged with an
authorised person, within such time limit for such application (if any) and in
accordance with such procedures as may be prescribed by the Council.
NOTE
21. Setting
of premium income limits
(1)
The conditions and requirements prescribed by the Council under paragraph 20Ñ
(a) shall
include provision for overall premium limits, general business premium limits
and long term business premium limits;
(b) may
include provision for class premium limits or premium limits based on such
other factors as the Council thinks fit to be determined in such manner as the
Council may specify; and
(c) may
include, as a condition upon which an underwriting member is permitted to
underwrite insurance business through a particular syndicate at LloydÕs,
provision for a memberÕs syndicate premium limit for that syndicate.
(2)
The conditions and requirements referred to in sub-paragraph (1) may provide
thatÑ
(a) the
level of overall premium limits or of general business premium limits, or both,
shall be related to any financial requirements prescribed under paragraph 3 for
the underwriting members to whom they apply in such manner as the Council may
specify;
(b) the
level of long term business premium limits shall be related to any financial
requirements prescribed under paragraph 3 for the underwriting members to whom
they apply in such manner as the Council may specify.
(3)
The aggregate of the general business premium limit and long term business
premium limit applicable to an underwriting member for a particular year of
account shall not exceed the overall premium limit applicable to him for that
year of account.
(4)
Subject to compliance with the requirements of paragraphs 27(1) and 29(1),
every underwriting member who proposes to underwrite through a syndicate for a
year of account shall, unless the Council has exercised its power under
sub-paragraph (1)(c) in respect of that syndicate, set for himself a memberÕs
syndicate premium limit and notify the Council of that limitÑ
(a) in
the case of a corporate member, under paragraph 15; and
(b) in
the case of an individual member, by filing a syndicate list as defined in the
Agency Agreements Byelaw (No. 8 of 1988, 310);
unless the
Council has prescribed an alternative manner of notification.
(5)
Upon notification of a memberÕs syndicate premium limit under sub-paragraph
(4), the Council may prescribe for the member making the notification a lower
memberÕs syndicate premium limit for any particular syndicate, and if it does
so that limit shall apply to the exclusion of any limit set by the underwriting
member.
(6)
The aggregate of all memberÕs syndicate premium limits applicable to an
underwriting member for a particular year of account shall not exceed that
underwriting memberÕs overall premium limit for that year of account.
22. Grant
of permission to underwrite
(1)
The Council may grant permission to any underwriting member to underwrite
insurance business at LloydÕs.
(2)
Any permission granted under sub-paragraph (1)Ñ
(a) may
apply indefinitely or for such period as the Council may specify;
(b) may
be general or may be limited to insurance business of such classes, or
insurance business underwritten through such syndicates, as the Council may
specify;
(c) may
be granted subject to such conditions and requirements applicable to the
underwriting member concerned as the Council may think fit.
23. No
underwriting without permission or in breach of requirements
(1)
No member of the Society shall underwrite insurance business at LloydÕs unless
permitted to do so by the Council under paragraph 22.
(2)
In underwriting insurance business at LloydÕs, every underwriting member shall
comply at all times with all conditions and requirements prescribed and imposed
under paragraphs 20 and 22 and for the time being applicable to him and with
every other applicable requirement or obligation arising underÑ
(a) LloydÕs
Acts 1871 to 1982 and byelaws and regulations made thereunder; and
(b) the
Insurance Companies Act 1982 and regulations made thereunder.
24. Power
to direct cessation or reduction of underwriting
(1) Without
prejudice to the powers of the Council under LloydÕs Acts 1871 to 1982 and any
byelaw or regulation made thereunder, if it appears to the Council thatÑ
(a) [an
underwriting member fails to comply with or to satisfy an underwriting
requirement applicable to him, or any condition or requirement imposed upon him
under the [[LloydÕs Claims Byelaw (No. 12 of 2000, 528), the]] Central
Accounting Byelaw (No. 20 of 1998, 525) or the LloydÕs Policy Signing Office
Byelaw (No. 11 of 2000, 527);]
NOTE
(b) the
circumstances specified in an undertaking given by an underwriting member which
is a corporate member under paragraph 3(6) or 14(7)(b) have arisen; or
(c) an
underwriting member which is a corporate member is not eligible for membership;
the Council
may exercise the powers set out in sub-paragraph (2) in relation to that
underwriting member.
(2)
If it appears to the Council that the circumstances in sub-paragraph (1)(a),
(b) or (c) have arisen, the Council may direct the underwriting member
concernedÑ
(a) to
cease underwriting insurance business, or insurance business of a specified
class or specified classes, at LloydÕs, or through a specified syndicate or specified
syndicates at LloydÕs; or
(b) to
reduce to, or below, such level as may be specified the level of insurance
business, or insurance business of a specified class or specified classes,
thereafter underwritten by him at LloydÕs, or through a specified syndicate or
specified syndicates at LloydÕs.
(3)
Any failure by an underwriting member such as is referred to in sub-paragraph
(1)(a) shall not of itself constitute misconduct within the meaning or for the
purposes of paragraph 1(a), (b) or (c) of the Misconduct, Penalties and
Sanctions Byelaw (No. 9 of 1993) (but without prejudice to any other
sub-paragraph of that paragraph).
(4)
Any direction given under sub-paragraph (2) may apply for any such period as
may be specified in that direction, or until any further direction of the
Council, or indefinitely.
(5)
Where the Council proposes to give a direction under sub-paragraph (2) in
respect of a failure to comply with or satisfy any such condition or
requirement as is referred to in paragraph 21(1), the Council shall consider
whether it would not be more appropriate in the circumstances for a direction
to be given to the underwriting member concerned under paragraph 25(3)(c).
(6)
Save in circumstances falling within sub-paragraph (1)(b) and save as is
provided in sub-paragraph (7), the Council shall, before exercising any power
conferred by sub-paragraph (2)Ñ
(a) by
notice in writing inform the underwriting member concerned of the reasons why
the exercise of the power is being considered and of the terms of the proposed
direction; and
(b) permit
that underwriting member to make representations within such period as the
Council may require.
(7)
If in the opinion of the Council, any power conferred by sub-paragraph (2) is
required to be exercised immediately, the Council may exercise that power
without having first taken the steps referred to in sub-paragraph (6).
(8)
In any case falling within sub-paragraph (7) the Council shallÑ
(a) as
soon as possible after the direction is given inform the underwriting member to
whom it is given of the reasons for the direction; and
(b) permit
that underwriting member to make representations to the Council within such
period as the Council may require;
and where
such representations are received, the Council shall reconsider the direction
and the exercise of the power under sub-paragraph (2).
[.
. .]
(10)
The Council shall give notice of the terms of any direction made in respect of
an underwriting member under sub-paragraph (2) to any relevant membersÕ agent,
[É] or managing agent acting on behalf of that underwriting member, and each
underwriting agent or [É] so notified shall use its best endeavours to ensure
compliance with that direction.
NOTE
Part
FÑSpecial Provisions for Avoidance of Risk to LloydÕs Policies
25. Restrictions
on underwriting
(1)
For the purpose of ensuring that the security of policies underwritten at
LloydÕs is not prejudiced, the Council may in its discretion exercise the
powers of control set out in this paragraph and paragraph 26.
(2)
If at any time it appears to the Council thatÑ
(a) a
member is in breach of paragraph 26(1), 29(1), 30(1) or 31;
(b) a
member is in breach of any condition or requirement made under paragraph 26(2)
and applicable to him;
(c) a
managing agent is in breach of paragraph 27(1) or (3), or 28;
(d) following
a notification under paragraph 27(3) or 28 circumstances so require;
(e) the
overall premium limit, general business premium limit, long term business
premium limit or any class premium limit or memberÕs syndicate premium limit
for the time being applicable to an underwriting member has been or is likely
to be exceeded;
(f) the
amount and spread of a corporate memberÕs syndicate participation give rise to
an unacceptable risk to the Central Fund [or the New Central Fund] and other
resources of the Society;
the Council
may give such directions as it thinks fit.
NOTE
(3)
Without prejudice to the generality of sub-paragraph (2), such directions may
include a direction that a member or membersÑ
(a) cease
underwriting insurance business, or insurance business of a specified class or
specified classes, at LloydÕs, or through a specified syndicate or specified
syndicates at LloydÕs;
(b) reduce
to, or below, such level as may be specified the level of insurance business,
or insurance business of a specified class or specified classes, thereafter
underwritten at LloydÕs, or through a specified syndicate or specified
syndicates at LloydÕs; or
(c) provide
within a specified period and maintain additional security in such amount and
form and subject to such conditions and requirements as the Council may specify
and, or alternatively, show financial resources of such an additional amount as
the Council may specify.
(4)
Save as provided in sub-paragraph (5), the Council shall, before exercising any
power conferred by sub-paragraph (2)Ñ
(a) by
notice in writing inform the person or persons to whom any direction is
proposed to be given of the reasons why the exercise of the power is being
considered and of the terms of the proposed direction; and
(b) permit
that person or those persons to make representations within such period as the
Council may require.
(5)
If in the opinion of the Council the power conferred by sub-paragraph (2) is
required to be exercised immediately, the Council may exercise that power
without having first taken the steps referred to in sub-paragraph (4).
(6)
In any case falling within sub-paragraph (5) the Council shallÑ
(a) as
soon as possible inform the person or persons to whom a direction is given of
the reasons for the direction; and
(b) permit
the person or persons to make representations within such period as the Council
may require;
and where
such representations are received, the Council shall reconsider the direction
and the exercise of the power under sub-paragraph (2).
(7)
Any direction given under sub-paragraph (2) may apply for any such period as
may be specified in that direction, or until any further direction of the
Council, or indefinitely.
[.
. .]
(9)
The Council shall give notice of the terms of any direction made in respect of
an underwriting member under sub-paragraph (2) to any relevant membersÕ agent,
[É] or managing agent acting on behalf of that underwriting member, and each
underwriting agent or [É] so notified shall use its best endeavours to ensure
compliance with that direction.
NOTE
26. No
underwriting otherwise than at LloydÕs
(1)
Without the prior written consent of the Council, no individual member who is
an underwriting member shall personally or through any agent, whether alone or
jointly with any other person or otherwise howsoever, underwrite on his own
account insurance business of any kind except at LloydÕs.
(2)
The Council shall not give its consent for the purposes of sub-paragraph (1)
without first prescribing and imposing such conditions and requirements as it
may think fit for the purpose referred to in paragraph 25(1) to be complied
with by the underwriting member concerned.
(3)
Without prejudice to the generality of the foregoing, any conditions or
requirements prescribed under sub-paragraph (2) may includeÑ
(a) limits
on the insurance business permitted to be underwritten by that underwriting
member, and
(b) requirements
for the provision to the Council of such information relating to such insurance
business as the Council may specify.
27. Concentration
in syndicate
(1)
Without the prior written consent of the Council, but subject to sub-paragraph
(2), no managing agent shall, in any year of account, manage or (as the case
may be) continue to manage any syndicate in relation to whichÑ
(a) the
memberÕs syndicate premium limit of a single member;
(b) the
aggregate of the memberÕs syndicate premium limits of two or more corporate
members which are connected companies; or
(c) the
aggregate of the memberÕs syndicate premium limits of all members of the
syndicate which are corporate members;
exceed the
percentages prescribed by the Council of the syndicate allocated capacity of
that syndicate.
(2) There
shall be no breach of sub-paragraph (1) where the only reason why any
percentage specified for the purposes of (a), (b) or (c) of that sub-paragraph
is exceeded is that one or more members of a syndicate have ceased to be
members of the syndicate concerned otherwise than at the end of the year.
(3)
Where but for sub-paragraph (2) there would be a breach of sub-paragraph (1),
the managing agent shall promptly disclose to the Council in writing such
information as the Council may prescribe for the purposes of this
sub-paragraph.
[(4)
In exercising its powers under sub-paragraph (1), the Council may set:
(i) different
percentages in respect of different classes of member; and
(ii) different
percentages in respect of syndicates which carry on different classes of
business.]
NOTE
28. Disclosure
of concentration in syndicate
Where,
in respect of any syndicate for a particular year of accountÑ
(a) the
memberÕs syndicate premium limit of a single member; or
(b) the
aggregate of the memberÕs syndicate premium limits of two or more corporate
members which are connected companies;
exceed the
percentages prescribed by the Council of the syndicate allocated capacity of a
syndicate, the managing agent of that syndicate shall promptly disclose to the
Council in writing such information as the Council may prescribe for the
purposes of this paragraph.
29. Spread
of syndicate participation and disclosure
(1)
Without the prior written consent of the Council, but subject to sub-paragraph
(2), no underwriting member may have a memberÕs syndicate premium limit for any
syndicate which exceeds a percentage prescribed by the Council of that memberÕs
overall premium limit.
(2)
There shall be no breach of sub-paragraph (1) where the only reason why the
percentage specified for the purposes of that sub-paragraph is exceeded is that
one or more members of a syndicate have ceased to be members of the syndicate
concerned otherwise than at the end of the year.
(3)
In exercising its powers under sub-paragraph (1), the Council may setÑ
(a) different
percentages in respect of different classes of member, and
(b) different
percentages in respect of syndicates which carry on different classes of
insurance business.
30. No
other person to share underwriting
(1)
No underwriting member shall underwrite insurance business at LloydÕs otherwise
than for his own account.
(2) Subject
to sub-paragraph (3), no underwriting member shall [except with the consent of
Council] enter into any arrangement the effect of which shall be thatÑ
(a) he
may participate in the profit or loss which may accrue to another member from
underwriting insurance business at LloydÕs; or
(b) any
other person except the Society may participate in the profit or loss which may
accrue to him from his underwriting insurance business at LloydÕs [;
(c) and
in giving its consent under this sub-paragraph (2) the Council may impose such
conditions and requirements as it may think fit and may add to, alter or
withdraw any condition or requirement so imposed.]
NOTE
(3) Sub-paragraph
(2) shall not prevent an underwriting member fromÑ
(a) entering
into an agreement whereby as a member of a syndicate he is required to take
over all or any part of the underwriting business at LloydÕs of another member
of that syndicate who ceases to underwrite through that syndicate during a
year;
(b) allowing
an underwriting agent or a person employed by it, a [[É]] or a coverholder or
other person authorised to accept insurance business on his behalf to take a
commission on, or share of, the profit derived from his underwriting insurance
business at LloydÕs by way of remuneration for his services; [. . .]
[(ba) in the case of a
corporate member, entering into any arrangement approved by the Council with an
approved credit institution or with any third party concerning the provision of
any letter of credit or guarantee that is to form part of the funds at LloydÕs
of such corporate member, the effect of which would be that:
(i) such
institution as a result of any charge, fee or commission to be made or charged
by it for the provision of such letter of credit or guarantee; or
(ii) such
other party as a result of any charge, fee or commission to be made or charged
by it for providing any security to such institution in respect of such letter
of credit or guarantee;
may
participate in the profit or loss which might accrue to such corporate member
from underwriting insurance business at LloydÕs;]
(c) entering
into reinsurance arrangements whether by way of quota share or otherwise; [or
(d) assigning
profit primarily for the purpose of effectuating an abandonment or proving
worthlessness in either case for United States Federal Income Tax Purposes.]
NOTE
31. Members
broking at LloydÕs
Except
with the consent of the Council, no member of the Society shall broke insurance
business at LloydÕs.
Part
GÑCorporate Members: Accounting Requirements and Audits
32. Maintenance
of accounting records
(1) Subject
to sub-paragraph (2), every corporate member which is not a company to which
sections 221 and 222 of the Companies Act 1985 (accounting records) apply shall
cause such accounting records to be kept and preserved, and (where applicable)
such accounts and returns to be sent to Great Britain, as will ensure that it
will at all times comply with those sections if they applied to it.
(2) For
the purposes of sub-paragraph (1), references in sections 221 and 222 of the
Companies Act 1985 to the companyÕs balance sheet and profit and loss account
prepared in accordance with Part VII of the Companies Act 1985 and complying
with the requirements of that Act shall be deemed, in relation to companies
which prepare
accounts in
accordance with paragraph 33(1)(b) or under legislation falling within
paragraph 33(2)(b), to be references to preparing a balance sheet and profit
and loss account in accordance with, and complying with, the requirements
agreed by the Council or with the requirements of the law of the member state
in which the corporate member is incorporated (as the case may be).
(3) Every
corporate member shall preserve its accounting records for such period as may
be prescribed by the Council.
33. Accounts
(1) Subject
to sub-paragraph (2), every corporate member which is not a company to which
Part VII of the Companies Act 1985 applies shall, in respect of every financial
year ending after it becomes a member of the Society, prepare accountsÑ
(a) containing
information equivalent to the information which they would be required to
contain if the corporate member were a company to which Part VII of the
Companies Act 1985 applied (provided that the provisions of sections 246 to 249
of the Companies Act 1985 shall be deemed not to apply); or
(b) in
such other form and containing such information as the Council may agree
(whether generally or in relation to a particular case).
(2) Sub-paragraph
(1) shall not apply to a corporate member whichÑ
(a) is
incorporated in any member state for the time being of the European Economic
Community other than the United Kingdom; and
(b) is
required by the law of that member state to prepare accounts in accordance with
legislation implementing the Fourth Council Directive (78/660/EEC), as amended
from time to time;
provided
that it does not avail itself of the benefit of any of the exemptions contained
in articles 11, 27, 44 or 45 of that directive.
34. Supplementary
statements
Every
corporate member shall complete supplementary financial statements in the
prescribed form and made up to a date prescribed by the Council and shall,
unless the Council prescribes an alternative date for filing, file them as part
of the annual return under paragraph 16.
35. Accounts
etc. to be examined by auditor
(1) Every
corporate member shall procure that all accounts, statements, declarations,
returns and other documents to which this paragraph applies be examined by an
auditor, approved in writing by the CouncilÑ
(a) who,
in the case of a corporate member which is a company to which Part VII of the
Companies Act 1985 applies, is the auditor of the corporate member;
(b) who,
in the case of a corporate member which is incorporated in any member state for
the time being of the European Economic Community other than the United
Kingdom, is qualified to act as an auditor of a company for the purposes of the
legislation of that member state which implements the Eighth Council Directive
(84/253/EEC);
(c) who,
in any other case, has qualifications to act as the auditor which are
acceptable to the Council (whether generally or in a particular case);
and that
the auditor shall prepare reports in the terms required by paragraph 36.
(2) This
paragraph appliesÑ
(a) (i)in
the case of a corporate member which is a company to which Part VII of the
Companies Act 1985 applies, to its individual accounts (as defined in section
226 of that Act);
(ii)in
the case of a corporate member which falls within paragraph 33(2), to its
accounts prepared in accordance with that paragraph;
(iii)in
the case of any other corporate member, to its accounts prepared under
paragraph 33(1);
(b) if
the Council so requires, to any supplementary statements required by paragraph
34;
(c) if
the Council so requires, to any declaration of compliance; and
(d) to
such other documents as the Council may specify.
[(3) The
requirement to appoint an auditor under this paragraph applies notwithstanding any
exemption under sections 249A to 249E of the Companies Act 1985.]
NOTE
36. Form
of auditorsÕ reports
(1) The
forms of auditorsÕ report referred to in paragraph 35 are as specified in the
following provisions of this paragraph.
(2) In
the case of accounts to which paragraph 33(1)(a) or 35(2)(a)(i) applies, the
report shall state the matters required by the Companies Act 1985 together with
such additional matters as the Council may require.
(3) In
the case of a corporate member which falls within paragraph 33(2), the report
shall state the matters which it is required to state by the legislation
falling within paragraph 33(2)(b) ignoring the effect of any legislation of the
member state concerned which implements the provisions of article 51(2) of the
Fourth Council Directive (78/660/EEC), as amended from time to time, together
with such additional matters as the Council may require.
(4) In
the case of accounts prepared in accordance with paragraph 33(1)(b) the report
shall be in such form and contain such information as the Council may agree
(whether generally or in relation to a particular case).
(5) In
the case of any other document, the report shall be in the prescribed form.
37. AuditorsÕ
undertakings
(1) The
Council may require a candidate which is a body corporate or a corporate
memberÑ
(a) to
procure that its auditor execute an undertaking to the Council, in such form
and manner as the Council may specify, containing provisions to the effect, or
substantially to the effect, set out in sub-paragraph (2) together with any
such other provisions as the Council may specify; and
(b) to
execute a form of consent and waiver, in such form and manner as the Council
may specify, by which the candidate or corporate member will confirm to the
Council and to the auditor that it consents to the auditorÕs providing to the
Council all such information and documents as it may be required to provide in
pursuance of the undertaking referred to in sub-paragraph (a) and will waive,
so far as necessary for that purpose, any right of confidentiality in respect
of such information and documents.
(2) The
provisions referred to in sub-paragraph (1)(a) areÑ
(a) an
undertaking that the auditor will comply with the requirements of this Part G
applicable to him as the auditor of the candidate or the corporate member;
(b) an
undertaking that the auditor willÑ
(i) use
his best endeavours, to the extent that he may do so lawfully and ethically,
having regard to any relevant guidance on confidentiality, to provide to the
Council such information or opinions in relation to matters of which the
auditor has become aware in his capacity as auditor of the candidate or the
corporate member for the purpose of the exercise of powers contained in LloydÕs
Acts 1871 to 1982 or in byelaws or regulations made thereunder, whether or not
in response to a request by or under the authority of the Council; and
(ii) upon
reasonable notice requiring him to do so, attend before the Council or any
authorised person; and
(c) an
undertaking that the auditor will not continue in the office of auditor of the
candidate or the corporate member in circumstances where he could reasonably be
regarded as not independent.
(3) For
the purposes of this byelaw relevant guidance on confidentiality means eitherÑ
(a) any
rules or guidance on confidentiality made or issued by any body of accountants
of which the auditor is a member which have been approved by the Council as
satisfactory for the purposes of this byelaw; or
(b) any
rules or guidance on confidentiality made or issued by the Council for the
purposes of this byelaw.
38. Rights
of auditors
(1) Every
corporate member shall allow its auditor a right of access at all times to its
accounting and other records.
2) Every
corporate member and every director of a corporate member shall provide to the
auditor of that corporate member such information and explanations as the
auditor thinks necessary for the performance of his duties.
(3) If
an auditor of a corporate member has not obtained all the information and
explanations which, to the best of his knowledge and belief, are necessary for
the purposes of his audit, he shall state that fact in his report.
(4) No
corporate member and no director of a corporate member shall fail to give to an
auditor of that corporate member any information or explanation required by him
under sub-paragraph (2), or shall in giving or purporting to give any
information or explanation which the auditor so requires, or is entitled so to
require, knowingly or recklessly make a statement which is misleading, false or
deceptive in a material particular.
(5) References
in this paragraph to an auditor include a person carrying out a further
examination pursuant to a direction given under paragraph 39.
39. Further
examination of accounts and other documents
(1) If
in any case it appears to the Council that there is good reason to do so, the
Council may direct any corporate member to submit for further examination by a
person designated by the CouncilÑ
(a) any
accounts, statement, declaration or other document on which the auditor of that
corporate member has reported under paragraph 35; or
(b) such
matters contained in any such accounts, statement, declaration or other
document as are specified in the direction;
and may
receive from the person making the further examination a report of his
conclusions.
(2) Any
further examination and report required by a direction under this paragraph
shall be carried out and made within such time as is specified in the direction
or within such further time as the Council may allow and shall be at the
expense of the corporate member concerned.
(3) The
Council may if it thinks fit pay to the person making the further examination
all or any part of the remuneration due to him in respect of his examination
and report, and the corporate member concerned shall be liable to reimburse to
the Society on demand all sums so paid.
(4) A
corporate member to which a direction is given under this paragraph shall do
everything in its power to procure that the auditor of the corporate member and
every other person who has advised or dealt with the corporate member and is or
may be able to provide relevant information or explanation affords to the
person who is to carry out the further examination all such assistance as he
may require.
(5) The
Council may disclose the report of a person making a further examination under
this paragraph to such persons and in such manner as it thinks fit.
Part
HÑResignation, Revocation and Cessation of Membership
40. Resignation
(1) An
underwriting member may resign from membership of the Society by giving to the
authorised person written notice of resignation which shall take effect at the
year end following the date as from which the last year of account of every
syndicate of which the resigning member was a member remaining open was closed
by reinsurance to close.
(2) Subject
to sub-paragraphs (8), (9) and (10) an underwriting member who has given notice
of resignation under this paragraph shall at the end of the year in which the
notice is given (or if the notice is given after [20 October] of that year at
the end of the following year) cease to be an underwriting member and become a
non- underwriting member, and shall not thereafter undertake any insurance
business at LloydÕs: provided that he shall not be treated as being in breach
of this sub-paragraph by reason only that after he becomes a non-underwriting
member business may continue to be underwritten on his behalf under a contract
entered into before he ceases to be an underwriting member.
NOTE
(3) A
non-underwriting member (other than a former underwriting member who has become
a non-underwriting member by virtue of sub-paragraph (2)) may resign from
membership of the Society by giving to the authorised person written notice of
resignation: provided that such a notice of resignation shall not take effect
before the year end following the date as from which the last year of account
of every syndicate of which the resigning member was a member remaining open
was closed by reinsurance to close.
(4) Subject
to sub-paragraphs (8), (9) and (10) and to LloydÕs Acts 1871 to 1982 and any
other byelaws made or to be made thereunder, a resigning member shall cease to
be a member of the SocietyÑ
(a) in
the case of a notice of resignation given under sub-paragraph (1), at the end
of the period referred to in that sub-paragraph; and
(b) in
the case of a notice of resignation given under sub-paragraph (3), at the later
ofÑ
(i) the
expiry of the notice of resignation; or
(ii) the
end of the period referred to in the proviso to that sub- paragraph.
(5) The
resigning member shall, after the end of the appropriate period referred to in
sub-paragraphs (1) and (3), unless he has previously made arrangements
concerning the winding up of his underwriting business which are in the opinion
of the Council satisfactory, do all such acts and things and make all such
arrangements in relation to the winding up of his underwriting business as the
Council may in its sole discretion direct.
(6) If
the resigning member fails to comply with any direction given under
sub-paragraph (5) the Council mayÑ
(a) wind
up the underwriting accounts of the resigning member and make such other
arrangements in relation thereto as it considers appropriate; and
(b) pay,
dispute or compromise any claims made against the resigning member.
(7) A
resigning member in respect of whom the Council has exercised its powers under
sub-paragraph (5) shall pay to the Society on demand such sums (if any) as the
Council may from time to time certify to be in its opinion required for the
discharge of the liabilities of the resigning member or for any other purpose
incidental to such winding up, including, without limiting the generality of
the foregoing, the fees and expenses of any accountants, solicitors or other
advisers or agents employed by the Council in or in connection with such
winding up. Any sums so certified shall be recoverable by the Society from the
resigning member as a civil debt.
(8) Without
prejudice to sub-paragraphs (9) and (10) the CouncilÑ
(a) may
permit the giving of a notice of resignation to take effect before the end of
the period referred to in sub-paragraph (1) (but in any event not before the
year end of the year following that in which it is given) and may direct that
an underwriting member shall cease to be an underwriting member and become a
non-underwriting member at the end of the year in which the notice is given
notwithstanding that it is given later than 31st August;
(b) may
at any time before the end of the appropriate period referred to in
sub-paragraphs (1) and (3) shorten or extend as it considers appropriate the
period at the end of which the resigning member shall cease to be a member of
the Society; and
(c) may
at any time before the resigning member ceases to be a member of the Society
accept written notice of the resigning memberÕs withdrawal of his resignation
on such terms and conditions as it thinks fit: provided that such notice has
been given before the date on which the resigning member would have ceased to
be a member of the Society under the provisions of this paragraph.
(9) Where
the Council has undertaken to notify a member of the Society on or before a
specified date in any year of the rate of the annual subscription under the
Membership (Entrance Fees and Annual Subscriptions) Byelaw (No. 9 of 1987, 105)
or of any contribution to the Central Fund under paragraph 4 of the Central
Fund Byelaw (No. 4 of 1986, 506) [or of any contribution to the New Central
Fund under paragraph 4 of the New Central Fund Byelaw (No. 23 of 1996, 522)]
which the Council proposes to prescribe or levy for the next succeeding year,
if that member gives written notice of resignation within 30 days after the
date of notification and in any event prior to 1st January of the next
succeeding year, that member shall become a non-underwriting member at the end
of the year in which the notice is given.
NOTE
(10) Where
the Council has undertaken to a member of the Society that it will not amendÑ
(a) provisions
of specified byelaws; or
(b) provisions
of any agreement in the terms of any standard agreement;
in a way
which will have an adverse effect on the member concerned as an underwriting
member without giving that member an opportunity to cease to be an underwriting
member before 1st January of the year in which the amendment is to take effect,
it shall, if necessary, exercise its powers in sub-paragraph (8)(a) so as to
direct that the member concerned shall become a non-underwriting member before
that date.
41. Cessation
for not underwriting
(1) Subject
to paragraph 3(10), where an underwriting member is not underwriting insurance
business at LloydÕs and has not done so for three or more consecutive years of
account, then the Council may declare his membership to have ceased.
(2) Before
exercising the power conferred by this paragraph, the Council shallÑ
(a) inform
the underwriting member concerned that the exercise of that power is being
considered; and
(b) permit
the underwriting member to make representations concerning the proposed
exercise of the power within such period as the Council may require.
42. Corporate
member not fit and proper
(1) The
Council may declare that a corporate member shall forthwith cease to be a
member, or require it to cease underwriting, if it appears to the Council that
it is not a fit and proper person to be a member, whether or not as a result of
a review under paragraph 11.
(2) Before
the Council makes any declaration under sub-paragraph (1), the Council shallÑ
(a) inform
the member in writing of its intention and of the grounds for the intended
declaration; and
(b) allow
the member to make representations as to the intended declaration within such
period as the Council may prescribe.
(3) If
in the opinion of the Council the power conferred by sub-paragraph (1) is
required to be exercised immediately the Council may exercise such power
without having first taken the steps referred to in sub-paragraph (2).
(4) In
any case falling within sub-paragraph (3) the Council shallÑ
(a) as
soon as possible inform the member concerned of the reasons for the
declaration; and
(b) permit
the member to make representations within such period as the Council may
require;
and where
such representations are received, the Council shall reconsider the declaration
and the exercise of the power under sub-paragraph (1).
43. Revocation
of membership on conviction of a reportable criminal offence
(1) Where
a member of the Society has been convicted of a reportable criminal offence by
a court in the United Kingdom or elsewhere the Council shall revoke his
membership of the society with effect from such date as the Council shall
determine: provided that the Council shall not revoke membership where it is
satisfied that the nature and circumstances of the conviction do not render the
member unsuitable to continue in membership of the Society.
(2) The
findings of fact and decision of any court, whether in the United Kingdom or
elsewhere, shall be conclusive evidence of fact, conviction and sentence
unless, to the knowledge of the Council, the conviction has been set aside on
appeal or otherwise.
(3) Where
the Council has reason to suspect that a member of the Society or a person who
is a director of [É] a member has been convicted of a reportable criminal
offence, the Council, may, in its absolute discretion, require the [member or
director] concerned to provide information, documents or other materials
relating to the alleged offence.
NOTE
44. Notification,
procedure and powers incidental to revocation under paragraph 43
(1) Not
later than 28 days before the date on which the Council proposes to consider
revoking membership under paragraph 43 the Council shall give to the member
concernedÑ
(a) written
notice that the Council is to consider revoking membership and of the date on
which the matter is to be considered;
(b) a
written statement identifying the offence in respect of which it is alleged
that the member has been convicted and, if known, the sentence and the court
and date of conviction; and
(c) a
copy of paragraphs 14(4), 43 and this paragraph of this byelaw.
(2) A
member on whom a notice has been served under sub-paragraph (1) shall be
permitted to make representations to the Council.
(3) A
member wishing to make representations under sub-paragraph (2) shall, not later
than 14 days before the date on which the Council proposes to consider revoking
his membership, give to an authorised person written notice of his intention to
make oral representations or a copy of any written representations, or both, as
the case requires.
(4) Subject
to this paragraph, the Council shall determine any procedural question in such
manner as it considers most suitable for the clarification of the issues and
generally for the just handling of the matter.
(5) Where
the Council revokes membership under paragraph 43 the Council shall give
written notice to the member concerned of the revocation of his membership, of
the date on which it is to take effect and of his right of appeal.
45. Revocation
for breach of condition or requirement
(1) Without
prejudice to the powers of the Council under LloydÕs Acts 1871 and 1982 and any
byelaw or regulation made thereunder, if it appears to the Council that a
member of the Society fails to comply with or to satisfy any condition or
requirement of admission to, or continuing, membership of the Society (other
than a financial condition or requirement) prescribed by the Council under this
byelaw and for the time being applicable to him the Council may revoke his
membership.
(2) Any such failure by
a member of the Society as is referred to in sub-paragraph (1) shall not of
itself constitute misconduct within the meaning or for the purposes of
paragraph 1(a), (b) or (c) of the Misconduct, Penalties and Sanctions Byelaw
(No. 9 of 1993) (but without prejudice to any other sub-paragraph of that
paragraph).
(3) Before
exercising the power conferred by sub-paragraph (1) the Council shallÑ
(a) inform
the member of the Society concerned that the exercise of that power is being
considered; and
(b) permit
the member of the Society to make representations concerning the proposed
exercise of the power within such period as the Council may require.
46. Bankruptcy
and insolvency
(1) Where
a member of the Society is adjudicated bankrupt or adjudicated or declared
insolvent by the due process of law of any country within the European Economic
Community, the Council shall forthwith declare his membership to have ceased,
provided that if such adjudication or declaration is set aside on appeal or
otherwise, or the CouncilÕs declaration is set aside on appeal under the byelaw
entitled ÒAppeal TribunalÓ (No. 7 of 1983), then the Council shall forthwith
cancel its declaration.
(2) The
Council may declare that a member of the Society shall forthwith cease to be a
member, or may require him to cease underwriting, if an insolvency event occurs
in relation to that member: provided that if any insolvency event is set aside
on appeal or otherwise, or the CouncilÕs declaration or requirement is set
aside on appeal under the byelaw entitled ÒAppeal TribunalÓ (No. 7 of 1983),
then the Council shall forthwith cancel its declaration and any such
requirement shall no longer apply.
(3) Before
the Council makes any declaration under sub-paragraph (2) the Council shallÑ
(a) inform
the member in writing of its intention and of the grounds for the intended
declaration; and
(b) allow
the member to make representations as to the intended declaration within such
period as the Council may prescribe.
(4) If
in the opinion of the Council the power conferred by subÐparagraph (2) is
required to be exercised immediately, the Council may exercise such power
without having first taken the steps referred to in subÐparagraph (3).
(5) In
any case falling within subÐparagraph (4) the Council shallÑ
(a) as
soon as possible inform the member concerned of the reasons for the
declaration; and
(b) permit
the member to make representations within such period as the Council may
require;
and where
such representations are received, the Council shall reconsider the declaration
and the exercise of the power under subÐparagraph (2).
(6) The
Council shall give notice of the terms of any declaration made in respect of a
member of the Society under subÐparagraph (1) or (2) to any [É], membersÕ agent
or managing agent acting on behalf of that member.
(7) The
production of a receiving order in bankruptcy or an adjudication of bankruptcy
or a declaration or adjudication of insolvency or any other order of a kind
referred to in the definition of insolvency event by a Court sealed, stamped or
otherwise duly certified by the Court in question shall, unless that order
declaration or adjudication has been set aside on appeal or otherwise, be
conclusive evidence of the fact that the order, declaration or adjudication has
been made by the due process of law of the relevant country.
NOTE
47. Declaration
of war
(1) In
the event of a declaration of war or the commencement of hostilities between
the United Kingdom and any countryÑ
(a) if a
corporate member is constituted or incorporated in or under the laws of that
country;
(b) if
any memberÑ
(i) is
a national of, resident, domiciled or carrying on business in that country; or
(ii) is
controlled by any person falling within subÐparagraph (a) or (b)(i);
the Council
may exercise the powers set out in subÐparagraph (2) in relation to the member
concerned.
(2) In
relation to any member falling within subÐparagraph (1)(a) or (b), the Council
mayÑ
(a) require
such member to cease underwriting insurance business at LloydÕs for such period
and on such terms as the Council may prescribe; or
(b) declare
his membership of the Society to have ceased.
(3) Before
exercising the powers conferred by this paragraph the Council shallÑ
(a) take
such steps as shall reasonably be within its power to inform the member
concerned that the exercise of such power is being considered; and
(b) permit
that member to make such representations concerning the proposed exercise of
power within such period as the Council may require.
(4) In
relation to subÐparagraph (1), the definition of ÒcontrolÓ in the Schedule to
this byelaw shall not apply.
48. Consequences
of revocation or cessation
(1) Where
membership has been revoked under any paragraph of this Part H or a person has
ceased to be a member otherwise than by reason of death or resignation
the
provisions of paragraph 40(5), (6) and (7) shall apply mutatis mutandis as if
he had resigned on the date on which the revocation or cessation (as the case
may be) takes effect.
(2) Costs incurred
either by the member of the Society or by the Society in connection with any
revocation or proposed revocation under any paragraph of this Part H shall be
at the discretion of the Council, which may order to whom, by whom and in what
manner those costs or any part thereof shall be paid, and which shall determine
the amount of such costs.
[48A.
Requirements applying to former underwriting members
(1) Any
individual or any Scottish limited partnership who for any reason ceases to be
a member of the Society shall during any subsequent period in which that
individual or Scottish limited partnership may be obliged to carry out any
contract of insurance underwritten by that individual or Scottish limited partnership
as a member of the SocietyÑ
(a) in
the case of an individualÑ
(i) notify
the Secretary to the Council in writing of any change of address not later than
one month after the change; and
(ii) make
and maintain arrangements for the Secretary to the Council to be notified in
writing in the event of his death; and
(b) in
the case of a Scottish limited partnership notify the Council in writing of any
change in its principal place of business not later than one month after the
change.
(2) The
Council may require a member to execute and deliver or otherwise become a party
to any prescribed form of deed, contract, undertaking or other document or
instrument so as to give effect to the requirements in sub-paragraph (1).]
NOTE
PART
IÑMISCELLANEOUS AND GENERAL
49. Powers
of Society as to set-off and application of funds
If
a member of the Society owes any sum or sums (including any fine) to the
Society, the Society may without prejudice to any other remedy available to the
SocietyÑ
(a) set
off against such sum or sums any moneys payable by the Society to that member;
(b) after
the satisfaction of all existing underwriting liabilities of a member, retain
any assets beneficially owned by that member which are under its control, sell
or otherwise realise such assets and apply any sale or realisation proceeds in
discharging on his behalf such sum or sums.
50. LloydÕs
central file of interests in corporate members
(1) The
Council shall set up and maintain a central file of interests in corporate
members and record in it information supplied to the Council under
sub-paragraph (3).
(2) The
central file shall contain a separate section in respect of each corporate
member.
(3) Subject
to sub-paragraph [(6)], any [approved run-off company,] [É], [[É]] or underwriting
agent which acquires or disposes of any interest in securities ofÑ
(a) a
corporate member, or
(b) a
person who controls a corporate member;
shall
promptly upon its becoming aware of such acquisition or disposal notify the
Council in accordance with sub-paragraph (4).
NOTE
(4) Any
such notification shall be given in writing and shall set outÑ
(a) the
nature of the transaction;
(b) the
name of the issuer of the securities;
(c) the
form and number of securities involved;
(d) the
number of securities (if any) in which the person giving the notification has
an interest following the transaction;
(e) the
identity of each registered holder (if any) or, if none, legal owner, of those
securities and the numbers of securities they each hold or own (as the case may
be); and
(f) such
other information as the Council may prescribe.
(5) Information
relating to interests in securities of a controller of a corporate member shall
be included in that section of the central file which relates to the corporate
member of which he has control.
(6) The
Council may exempt from disclosure under sub-paragraph (3) such classes of
interest in securities as it may consider appropriate.
(7) The
central file shall be kept at the premises of the Society in the City of
London.
(8) The
central file shall be open to inspection at such time or times as the Council
may prescribe.
(9) Any
person may obtain a copy (whether in microfiche or such other convenient form
as the Council may from time to time adopt) of any particulars inscribed in the
central file on payment of such sum as the Council may prescribe.
[50A. Captive
corporate members
(1) The
Council shall set up and maintain a central register of interests in captive
corporate members and record information supplied to the Council under
sub-paragraph (3).
(2) The
central file shall contain a separate section in respect of each captive
corporate member.
(3) Subject
to paragraph 6, any person which acquires or disposes of any interest or
securities of
(a) a captive
corporate member; or
(b) a
person who controls a captive corporate member;
shall
promptly upon becoming aware of such acquisition or disposal notify the Council
in accordance with sub-paragraph (4).
(4) Any
such notification shall be given in writing and shall set out:
(a) the
nature of the transaction;
(b) the
name of the issuer of the securities;
(c) the
form and numbers of securities involved;
(d) the
number of securities (if any) in which the person giving the notification has
an interest following the transaction;
(e) the
identity of each registered holder (if any) or, if none, legal owner, of those
securities and the numbers of securities they each hold or own (as the case may
be); and
(f) such
other information as the Council may prescribe.
(5) Information
relating to interests in the securities of a controller of a captive corporate
member shall be included in that section of the central file which relates to
the captive corporate member of which he has control.
(6) The
Council may exempt from disclosure under sub-paragraph (3) such classes of
interest in securities as it may consider appropriate.
(7) The
central file shall be kept on the premises of the Society.
(8) The
central file shall be open to inspection at such time or times as the Council
may prescribe.
(9) Any
person may obtain a copy (whether on microfiche or other such convenient form
as the Council may from time to time adopt) of any particulars prescribed in
the central file on payment of such sum as the Council may prescribe.]
NOTE
51. Overseas
bodies corporate
(1) The
Council may [admit] a body incorporated elsewhere than in a part of the United
Kingdom to membership of the Society so long as the Council is satisfied,
having regard to the constitution of the body and the law under which the body
is incorporated, that the requirements and intent of this byelaw are or will be
complied with.
(2) The
requirements of this byelaw shall apply to a body corporate falling within
sub-paragraph (1) with any adaptation which the Council considers necessary.
NOTE
[51A. Scottish
limited partnerships
The
Council shall have power to prescribe conditions and requirements in respect of
Scottish Limited Partnerships which either modify or supplement the
requirements of this byelaw and any requirements made under this byelaw in
their application to Scottish Limited Partnerships.]
NOTE
52. Power
of the Council to obtain information
The
byelaw entitled ÒInformation and ConfidentialityÓ (No. 21 of 1993, 417), in so
far as it relates to any information, documents or other material required for
the purposes of or in connection with any provision of this byelaw or any
condition or requirement prescribed or direction given under any provision of
this byelaw, shall apply as if the words Ò(including information, documents or
other material relating to the affairs of principals and clients of LloydÕs
advisers, [É], underwriting agents or other persons)Ó in paragraph 2 of that
byelaw were deleted.
NOTE
53. Powers
to prescribe etc.
(1)
The Council shall have power to prescribe the form and contents of Ñ
(a) the
declaration of compliance; and
(b) any
documents referred to in this byelaw as being in the prescribed form.
(2)
The Council shall have power to prescribe Ñ
(a) the
procedures referred to in paragraphs 3(7) and 20(4);
(b) the
events and information referred to in paragraphs 14(2)(f) and (3)(c)(iii);
[(ba) the fee payable under
paragraph 14(8) and such fee may differ for different kinds of consent;]
(c) the
dates referred to in paragraphs 15(1) and 34;
(d) who
is to sign the declaration of compliance;
(e) the
manner of notification for the purposes of paragraph 21(4);
(f) the
percentages referred to in paragraphs 27(1), 28 and 29(1);
(g) the
information referred to in paragraphs 27(3), 28 and 50(4)(f);
(h) the
period referred to in paragraph 32(3);
(i) the
additional matters referred to in paragraphs 36(2) and (3);
(j) the
matters referred to in paragraphs 50(8) and (9).
NOTE
(3) The
Council shall have power to specify documents for the purposes of paragraph
35(2)(d).
(4) The
Council may set and change the period prescribed for sub-paragraphs 15(7) and
16(1) and (3), but no change which has the effect of shortening the period
shall take effect earlier than six months after the date on which the change is
announced.
54. Powers
of the Council cumulative and exercisable from time to time
Except
in so far as it is expressly otherwise provided, any power conferred on the
Council by any provision of this byelawÑ
(a) is in
addition to, and shall not be construed as limiting or being limited by, any
other power of the Council, whether conferred by any other provision of this
byelaw or otherwise; and
(b) may
be exercised from time to time.
[54A. Power
of Council to take into account information etc
In
exercising any of the powers or discretions conferred on it under this byelaw
the Council may:
(a) subject
to any contrary provisions in any other byelaw, have regard to any information
in its possession from whatever source;
(b) establish
or appoint such persons, committees or sub-groups as it thinks fit;
(c) consult
with such persons and in relation to such matters as it may think fit; and
(d) have
regard to any business or activities of any body or person, whether at LloydÕs
or elsewhere.]
NOTE
55. Service
of notices and legal process
(1) All
legal proceedings, notices and other communications by the Society which
require to be served upon or given to an individual member of the Society,
including deceased or bankrupt members, shall for all purposes be deemed to be
effectively served on such member or his personal representatives or trustee in
bankruptcy if sent through the post to or left at the address of his membersÕ
agent or if left for collection by that membersÕ agent at the address of the
Society, in accordance with arrangements made between the membersÕ agent
concerned and the Society.
(2) If
at any time an individual member does not have a membersÕ agent then such legal
proceedings, notices and other communications shall be deemed to be effectively
served on such member for all purposes if given to him personally or sent to
him by post at the latest correspondence address of the member shown in the
records of the Society.
(3) All
such legal proceedings, notices and other communications shall, on the death or
bankruptcy of a member of the Society, be deemed to have been effectively
served on his personal representatives or trustee in bankruptcy (as the case
may be) if sent through the post to the address supplied to the Society by such
personal representatives or trustee in bankruptcy (as the case may be) or
(until such address has been so supplied) if sent through the post to the
latest correspondence address of the member shown in the records of the
Society.
(4) Every
corporate member of the Society which is incorporated in a jurisdiction outside
the United Kingdom shall at all times maintain an agent for service of process
in England which shall beÑ
(a) any
memberÕs agent appointed by the corporate member concerned; or
(b) [É]
(c) [É]
such other person with a place of business in England as the corporate member
may have appointed for the purposes of this sub-paragraph and whose name and
address have been notified in writing to an authorised person.
(5) Where
sub-paragraph (4)(c) applies, a corporate member shall appoint an agent with a
place of business in England and shall notify the relevant authorised person in
writing of the agentÕs name and address.
(6) All
legal proceedings, notices and other communications by the Society which
require to be sent to or served on a corporate member shall for all purposes be
deemed to be effectively served on such memberÑ
(a) if it
has a membersÕ agent, if sent through the post to or left at the address of its
membersÕ agent or if left for collection by that membersÕ agent at the address
of the Society, in accordance with arrangements made between the membersÕ agent
concerned and the Society;
(b) [É]
(c) if it
has no membersÕ agent or [É]Ñ
(i) in
the case of a corporate member which is incorporated in any part of the United
Kingdom, if sent through the post to or left at its registered office for the
time being; and
(ii) in
the case of any other corporate member, if sent through the post to or left at
the address of its agent appointed under sub-paragraph (4)(c).
(7) Any
legal proceedings, notices and other communications which areÑ
(a) sent
to a member of the Society or its agent by post shall be deemed to have been
effectively served by properly addressing, prepaying and posting a letter
containing such legal proceedings, notice or other communication and shall be
deemed to have been received 72 hours from the time of posting;
(b) left
at the address of the membersÕ agent [É] or left for collection by that membersÕ
agent or [É] at the address of the Society, in accordance with arrangements
made between the membersÕ agent [É] shall be deemed to have been received on
the date so left;
(c) if
left at the address of an agent appointed under sub-paragraph (5) or at the
registered office of a corporate member shall be deemed to have been received
on the date so left.
(8) All
legal proceedings, notices and other communications by the Society which
require to be served on or given to a director or manager of a corporate member
shall for all purposes be treated as effectively served or given if delivered
to him or sent to him care of the corporate member in accordance with
sub-paragraph (6).
NOTE
56. Revocation
The
Membership Byelaw (No. 9 of 1984) is hereby revoked.
57. Commencement
and saving provisions
(1) This
byelaw shall come into force on 8 September 1993.
(2) Section
17(2)(b) of the Interpretation Act 1978 shall have effect in relation to any
condition or requirement made or other thing done under the Membership Byelaw
(No. 9 of 1984) as if that condition, requirement or other thing were
subordinate legislation made or another thing done under an enactment.
Schedule.
Interpretation
1. In
this byelaw, unless the context otherwise requiresÑ
[Òapproved
credit institutionÓ means, in relation to any of the following purposes:
(i) holding
sums comprising premiums trust funds held under a premiums trust deed;
(ii) holding
sums comprising a memberÕs funds at LloydÕs;
(iii) providing
guarantees and issuing or confirming letters of credit comprising a memberÕs
funds at LloydÕs;
(iv) issuing
certificates of deposit which are authorised investments; or
(v) issuing
or guaranteeing loan notes to be comprised in a memberÕs funds at LloydÕs,
a
credit institution approved by the Council for that purpose;]
NOTE
ÒarrangementÓ
includes any agreement or arrangement whether or not intended to be enforceable
by legal proceedings and whether or not evidenced in writing;
Òauthorised
personÓ means in any provision of this byelaw an officer or employee of the
Society authorised by the Council to discharge the duties and functions
specified therein;
ÒcandidateÓ
has the meaning given in paragraph 3(2)(c) of this byelaw;
[Òcaptive
corporate memberÓ means the corporate member who constitutes a captive
syndicate;
Òcaptive
syndicateÓ means a syndicate which derives, or proposes in its annual syndicate
business plan to derive, 25 per cent or more of the syndicate premium income
from underwriting group company insurance business;]
NOTE
Òcentral
fileÓ means the file established under paragraph 50(1) of this byelaw;
ÒCentral
FundÓ has the meaning given in the Schedule to the Central Fund Byelaw (No. 4
of 1986, 506);
Òclass of
insurance businessÓ means a class of insurance business for the time being
designated by the Council as forming a separate class for the purposes of this
byelaw and comprising risks of such description as the Council may specify, and
so that different classes may be so designated for the purposes of different
provisions of this byelaw;
Òclass
premium limitÓ means, in relation to an underwriting member, the limit for the
time being prescribed on the amount of insurance business of any class which is
to be underwritten on his behalf from time to time, such limit being expressed
as the maximum permissible amount of his premium income arising out of
insurance business of that class allocable to any year of account;
ÒconstitutionÓ
means all instruments conferring, defining, recording or restricting the
capacity or powers of a corporate member, regulating the management of its
affairs or otherwise relating to its constitution;
[Òcorporate
adviserÓ has the meaning given in the Underwriting Agents Byelaw (No. 4 of
1984, 101)]
NOTE
Òcorporate
memberÓ means a member of the Society which is a body corporate [or a Scottish
limited partnership];
NOTE
ÒcoverholderÓ
has the meaning given in the Schedule to the Binding Authorities Byelaw (No. 9
of 1990, 314);
Òdeclaration
of complianceÓ has the meaning given in paragraph 15(1) of this byelaw;
Òfunds at
LloydÕsÓ has the meaning given in paragraph 4 of this byelaw;
[Ògeneral
businessÓ means the business of effecting and carrying out general insurance
contracts];
NOTE
Ògeneral
business premium limitÓ means, in relation to an underwriting member, the limit
for the time being prescribed on the amount of general business which is to be
underwritten on his behalf from time to time, such limit being expressed as the
maximum permissible amount of his premium income arising out of general
business allocable to any year of account;
[Ògeneral
insurance contractÓ means any contract of insurance falling within Part I of
Schedule 1 to the Regulated Activities Order;]
NOTE
[Ògeneral
partnerÓ means a company which is registered as a general partner of a Scottish
limited partnership pursuant to the Limited Partnerships Act 1907;]
NOTE
[Ògroup
companyÓ means, in relation to a company, any subsidiary undertaking or any
holding company of that company and any subsidiary of such holding company;
Ògroup
company insurance businessÓ means either:
(i) insurance
business in relation to which the insured is a group company of a corporate
member which underwrites or proposes to underwrite that insurance business; or
(ii) reinsurance
of risks in relation to which the original assured is a group company of the
corporate member which reinsures or proposes to reinsure the risk;]
NOTE
Òholding
companyÓ has the meaning given in section 736 of the Companies Act 1985;
Òindividual
memberÓ means a member of the Society who is an individual;
Òinsolvency
eventÓ meansÑ
(a) in
relation to an individual member, the making of a receiving order in bankruptcy
against such member by the due process of law of any country, such member
making or proposing any composition with his creditors or otherwise
acknowledging his insolvency, or being adjudicated bankrupt or adjudicated or
declared insolvent by the due process of law of a country outside the European
Economic Community; [É]
(b) in
relation to a corporate member [which is a body corporate], its making or
proposing any composition with its creditors or other- wise acknowledging its
insolvency, a proposal being made in respect of it under section 2 of the
Insolvency Act 1986, a bankruptcy order being made against it by the due
process of law of any country, its being adjudicated or declared insolvent by
the due process of law of any country, an order being made or resolution being
passed for its winding up or dissolution, an administration order being made in
respect of it under section 9 of the Insolvency Act 1986,
a
receiver, trustee or analogous officer being appointed in respect of the whole
or any material part of its property or assets, its directors presenting or
filing in any court a petition in respect of its bankruptcy, winding up or
other insolvency or which seeks any reorganisation, dissolution or similar
relief or there occurring an event in any jurisdiction which is analogous to
any of the foregoing events[;]
[(c) in relation
to a corporate member which is a Scottish limited partnership, granting a Trust
Deed for or making or proposing any composition with its creditors or otherwise
acknowledging its insolvency, the award by a court of an order of sequestration
in respect of it or any of its general partners under the Bankruptcy (Scotland)
Act 1985, a bankruptcy order being made against it by the due process of law of
any country, its being adjudicated or declared insolvent by the due process of
law of any country, an order being made or resolution passed for its winding up
or dissolution, a judicial factor, a receiver, trustee or analogous officer
being appointed in respect of the whole or any material part of its property or
assets, its partners or any one of them presenting or filing a petition for its
sequestration in respect of its bankruptcy, winding up or insolvency or which
seeks any reorganisation, dissolution or similar relief, or there occurring any
event which would otherwise render it apparently insolvent in terms of section
7 of the Bankruptcy (Scotland) Act 1985, or an event in any jurisdiction which
is analogous to any of the foregoing events.]
NOTE
Òintroductory
commissionÓ means any commission or other remuneration or benefit, including
any continuing commission, remuneration or benefit, for introducing, or for
arranging the sponsorship of, or for sponsoring a candidate, or otherwise in
connection with a candidateÕs membership;
[É];
NOTE
[É]
NOTE
[Òlong term
businessÓ means the business of effecting and carrying out long term insurance
contracts;]
NOTE
Òlong term
business premium limitÓ means, in relation to an underwriting member, the limit
for the time being prescribed on the amount of long term business which is to
be underwritten on his behalf from time to time, such limit being expressed as
the maximum permissible amount of his premium income arising out of long term
business allocable to any year of account;
[Òlong term
insurance contractsÓ means any contract of insurance falling within Part II of
Schedule 1 to the Regulated Activities Order;]
NOTE
[ÒmanagerÓ
means:
(a) in
relation to a body corporate, a person who exercises managerial functions under
the immediate authority of the directors of a corporate member or any of them;
(b) in
relation to a Scottish limited partnership, a person who exercises managerial functions
under the immediate authority of the directors of a general partner of the
Scottish limited partnership or any of them;]
NOTE
Òmanaging
agentÓ means a person who is listed as a managing agent in the register of
underwriting agents maintained under the Underwriting Agents Byelaw (No. 4 of
1984, 101);
Òmember of
the SocietyÓ and Òunderwriting memberÓ include references to any administrator,
administrative receiver, committee, curator bonis, executor, liquidator,
manager, personal representative, supervisor or trustee in bankruptcy, or any
other person by law entitled or bound to administer the affairs of the member
concerned;
ÒmembersÕ
agentÓ means a person who is listed as a membersÕ agent in the register of
underwriting agents maintained under the Underwriting Agents Byelaw (No. 4 of
1984, 101);
ÒmemberÕs
syndicate premium incomeÓ means premium income of a member of a syndicate
arising out of insurance business underwritten through that syndicate;
ÒmemberÕs
syndicate premium limitÓ means, in relation to an underwriting member, the
limit for the time being prescribed on the amount of insurance business
allocable to a particular year of account which is to be underwritten on the
memberÕs behalf through a particular syndicate, such limit being expressed as
the maximum permissible amount of his memberÕs syndicate premium income
allocable to that year of account;
Òoverall
premium limitÓ means, in relation to an underwriting member, the limit for the
time being prescribed on the amount of insurance business which is to be
underwritten on his behalf from time to time, such limit being expressed as the
maximum permissible amount of his premium income allocable to any year of
account;
Òpersonal
reserve fundsÓ means all monies and other assets paid to or retained by the
trustees of a premiums trust fund who are not managing agentÕs trustees (as
defined in the premiums trust deed constituting that premiums trust fund) and
held by them subject to the trusts of that premiums trust deed;
Òpremium
incomeÓ means, in relation to an underwriting member, the aggregate of the
premiums credited to him less, or net of qualifying reinsurance premiums,
brokerage, discount, commission, any tax charged upon or any monies withheld
from a premium by or on behalf of any statutory, governmental, state,
provincial or local governmental authority, body or official and any premium
returned to an assured;
[Òpremiums
trust deedÓ means a trust deed, in the form for the time being required by the
Council, constituting a premiums trust fund;]
NOTE
Òpremiums
trust fundÓ means a fund of premiums and other monies held from time to time by
or under the control of trustees upon the trusts of a premiums trust deed;
Òprescribed
formÓ means, in relation to any notice or other document, such form and contents
as may from time to time be prescribed;
Òprescribed
periodÓ means, in any provision of this byelaw, such period as the Council may
from time to time prescribe for the purposes of that provision;
Òqualifying
reinsurance premiumsÓ has the meaning given in paragraph 1(a) of the Syndicate
Premium Income Byelaw (No. 6 of 1984, 201);
[ÒRegulated
Activities OrderÓ means the Financial Services and Markets Act 2000 (Regulated
Activities) Order 2001 (S.I. 2001 No. 544);]
NOTE
Òreinsurance
to closeÓ has the meaning given in paragraph 1 of Schedule 1 to the Syndicate
Accounting Byelaw (No. [18 of 1994, 326]);
NOTE
Òresigning
memberÓ means a member of the Society who has given a notice of resignation
under paragraph 40 of this byelaw;
Òreportable
criminal offenceÓ meansÑ
(a) any
offence in respect of which a court has imposed a sentence of imprisonment or
other custodial sentence of more than 12 months, other than a suspended
sentence;
(b) any
offence involving any of the following: theft, robbery, burglary, blackmail,
handling stolen property, forgery or fraud;
(c) conspiracy,
incitement or attempt to commit any offence referred to in (b) or aiding,
abetting, counselling or procuring the commission of such an offence;
[ÒScottish
limited partnershipÓ means a limited partnership formed under the laws of
Scotland;]
NOTE
[Òshare
swap arrangementÓ has the meaning given in the Conversion and Related
Arrangements Byelaw (No. 22 of 1996, 329) for the time being in force;]
NOTE
[Òspecial
reserve fundÓ means any fund so designated and set up in relation to an
individual member in accordance with arrangements referred to in section 175 of
and Schedule 20 to the Finance Act 1993;]
NOTE
[Òspecified
personÓ means, in relation to a Scottish limited partnership:
(a) a
company which is registered as a general partner of that Scottish limited
partnership pursuant to the Limited Partnerships Act 1907;
(b) a
director of a general partner;
(c) a
management company being a company appointed by a general partner under an
agreement to provide certain management or administrative services;
(d) a
controller of the SLP; or
(e) a
controller of a general partner.]
NOTE
ÒsponsorÓ
has the meaning given in paragraph 7 of this byelaw;
Òstandard
agreementÓ means any of the forms of agreement set out in the Schedules to the
Agency Agreements Byelaw (No. 8 of 1988, 310);
ÒsubsidiaryÓ
has the meaning given in section 736 of the Companies Act 1985;
[Òsurrender
arrangementÓ has the meaning given in the Conversion and Related Arrangements
Byelaw (No. 22 of 1996, 329) for the time being in force;]
NOTE
[ÒsyndicateÓ
means an underwriting member or group of underwriting members of LloydÕs
underwriting insurance business at LloydÕs through the agency of a LloydÕs
underwriting agent to which member or group a particular syndicate number is
assigned by the Council;]
NOTE
Òsyndicate
allocated capacityÓ has the meaning given in paragraph 1(a) of the Syndicate
Premium Income Byelaw (No. 6 of 1984, 201);
[Òsyndicate
premium incomeÓ has the meaning given in paragraph 1(a) of the Syndicate
Premium Income Byelaw (No. 6 of 1984, 201;)]
NOTE
Òunderwriting
requirementÓ means any qualification, condition or requirement relating to a
memberÕs admission to or to continuing membership of the Society or its
underwriting insurance business at LloydÕs prescribed or imposed by the Council
under this byelaw.
2. In
this byelawÑ
(a) ÒassociatesÓ
means, in relation to any personÑ
(i) that
personÕs spouse, children (including step-children and adopted children) under
the age of 18 years;
(ii) any
body corporate of which that person or their spouse is a director;
(iii) any
person who is an employer, employee or partner of the person or that personÕs
spouse; and
(iv) any
body corporate of which that person or that personÕs spouse, either alone or
with any other connected person, has control;
(b) Òconnected
companyÓ means, in relation to a candidate which is a body corporate or to a
corporate member, any body corporate which is under common control with that
candidate or corporate member;
(c) Òconnected
personÓ means, in relation to any personÑ
(i) any
person who is party to any agreement, arrangement or understanding with the
first person involving mutual obligations, understandings or expectations with
regard to the retention or disposal of any shares in a body corporate or to the
exercise of any voting power conferred by the shares or to any other influence
arising from the shares;
(ii) any
person whom the first person controls;
(iii) where
that person is a body corporate, any trustee of its pension funds;
(iv) where
that person is a body corporate, its directors and their associates;
(v) where
that person is an individual, his associates;
(d) ÒcontrollerÓ
means, in relation to a body corporateÑ
(i) a
person who, either alone or with any connected person or persons, is entitled
to exercise, or to control the exercise of, [10] per cent. or more of the
voting power at any general meeting of [that body corporate] or of another body
corporate [[of which it is a subsidiary undertaking]]; or
(ii) a
person in accordance with whose directions or instructions, either alone or
with those of any connected person or persons, the directors of the body
corporate are accustomed to act; [or
(iii) any
person who, either alone or with any connected person or persons, holds such
part of the share capital of that body corporate or of [[the parent undertaking
of]] that body corporate as would, if the whole of the income of the body
corporate or [[the parent undertaking]] were in fact distributed among its
shareholders entitle him to receive [10] per cent or more of the amount so
distributed; or
(iv) any
person who, either alone or with any connected person or persons, has such
rights as would, in the event of a winding up of that body corporate or of
[[the parent undertaking of]] that body corporate or in any other circumstance,
entitle him to receive [10] per cent or more of the assets of the body
corporate or [[the parent undertaking]] available for distribution among its shareholders;]
and
ÒcontrolÓ shall be construed accordingly;
NOTE
[(da) ÒcontrollerÓ means, in
relation to a Scottish limited partnership:
(i) a
person who, either alone or with any associate or associates, is entitled to
exercise, or control the exercise of 10 per cent. or more of the voting power
at any meeting of the partners;
(ii) a
person who directs the business of the partnership whether under a formal or
informal agreement or in accordance with whose directions or instructions,
either alone or with those of any associate or associates, the partners are
accustomed to act (but disregarding advice in a professional capacity);
(iii) a
person who, either alone or with any associate or associates, has such rights
as would, if the whole of the income of the partnership profits were in fact
distributed among the partners entitle him to receive 10 per cent. or more of
the amount so distributed; or
(iv) a
person who, either alone or with any associate or associates, has such rights
as would, in the event of a winding up of the partnership or in any other
circumstances, entitle him to receive 10 per cent. or more of the partnershipÕs
assets available for distribution among partners;]
NOTE
(e) [Ò10
per cent controllerÓ means a controller in whose case the percentage referred
to in sub-paragraph (d) above is 10 or more but less than 20;
Ò20
per cent controllerÓ means a controller in whose case the percentage is 20 or
more but less than 33;
Ò33
per cent controllerÓ means a controller in whose case that percentage is 33 or
more but less than 50;
Ò50
per cent controllerÓ means a controller in whose case that percentage is 50;
Òmajority
controllerÓ means a controller whose shareholding is such that the body
corporate is his subsidiary undertaking.]
NOTE
[(f) Ònotifiable
holdingÓ means voting rights or shares which, if acquired by any person, will
result in his becoming a 10 per cent controller, a 20 per cent controller, a 33
per cent controller, a 50 per cent controller or a majority controller;
(g) Òsubsidiary
undertakingÓ and Òparent undertakingÓ have the respective meanings given in
section 258 of the Companies Act 1985.]
NOTE
3.(1) In
this byelaw Òinterest in securitiesÓ includes an interest of any kind
whatsoever in shares, debentures or any other form of securities
(ÒsecuritiesÓ); and accordingly there are to be disregarded any restraints or
restrictions to which the exercise of any right attached to the interest is or
may be subject and references, which relate to securities, to having an
interest in securities shall be construed accordingly.
(2) For
the purposes of this byelaw a person also has an interest in securities ifÑ
(a) he
enters into a contract for their purchase by him (whether for cash or other
consideration); or
(b) not
being the registered holder, he is entitled to exercise any right conferred by
the holding of the securities or is entitled to control the exercise of any
such right;
(c) he is
a beneficiary of a trust where the property held on trust includes an interest
in securities;
(d) otherwise
than by virtue of having an interest under a trust, he has a right to call for
delivery of the securities to himself or to his order; [. . .]
(e) otherwise
than by virtue of having an interest under a trust, he has a right to acquire
an interest in securities or is under an obligation to take an interest in
securities[; or
(f) he
has a right to subscribe for securities;]
whether
in any case the contract, right or obligation is absolute or conditional,
legally enforceable or not and evidenced in writing or not, and it shall be
immaterial that a security in which a person has an interest is unidentifiable.
(3) Where
persons having a joint interest in securities each is treated as having that
interest for the purposes of this byelaw.
(4) Subject
to sub-paragraph (5), for the purposes of this byelaw a person also has an
interest in securities ifÑ
(a) his
spouse or any child (including any step-child or adopted child) of his under
the age of 18 years is interested in those securities;
(b) a
body corporate controlled by him is interested in those securities; or
(c) a
body corporate which is [that personÕs holding company or] a subsidiary of that
personÕs holding company is interested in those securities.
(5) The
provisions of sub-paragraph (4)(c) do not apply in relation to paragraph 12(2)
of this byelaw.
NOTE
112.
LloydÕs Advisers Byelaw No. 19 of 1993, 8 September 1993
COMMENCEMENT
This
byelaw came into force on 8 September 1993.
AMENDMENTS
This
byelaw was amended by
CompaniesÕ
Accounts (Miscellaneous Amendments) Byelaw (No. 15 of 1994)
Appeal
Tribunal Byelaw (No. 18 of 1995).
REVOCATION
This
byelaw was revoked with effect from 9 September 1999 by byelaw No. 15 of 1999
dated 8 September 1999.
EXPLANATORY
NOTE
(This note
is not part of the byelaw.)
This
byelaw provides for the registration of a body corporate or partnership as a
LloydÕs adviser and for the review, renewal and withdrawal of such
registration.
The
Council may not grant registration under the byelaw unless satisfied that the
applicant is fit and proper to be a LloydÕs adviser.
The
byelaw empowers the Council to impose conditions and make requirements
regarding LloydÕs advisersÕ financial resources, and makes provision regarding
accounting records, accounts and other reports, audit and annual returns.
113.
Underwriting AgentsÕ Qualifications Byelaw No. 31 of 1993, 8 December 1993
COMMENCEMENT
Part
B of this byelaw will come into force on 1 January 1995 and Part C from 1
January 1997.
AMENDMENTS
This
byelaw was amended by:
Underwriting
AgentsÕ Qualifications (Amendment) Byelaw (No. 44 of 1996).
REVOCATION
This
byelaw was revoked by the Training and Development Byelaw (No. 23 of 1998).
EXPLANATORY
NOTE
(This
note is not part of the byelaw)
This byelaw
provides that, as from 1 January 1995, no one shall hold the position of active
underwriter unless he has at least five yearsÕ experience of accepting risks on
behalf of syndicates and is an associate of the Chartered Insurance Institute
(paragraph 2). These provisions will not apply to active underwriters who are
in post on 31 December 1994. Further, the Council will have a discretion to
exempt those already qualified to become active underwriters as at that date;
and may treat experience gained in the companies market as though it were
gained at LloydÕs when considering whether an active underwriter has satisfied
the requirements of this byelaw (paragraph 3).
Furthermore,
the byelaw provides that, as from 1 January 1997, no one shall be an executive
director of (or partner in) an underwriting agent, or its compliance officer,
unless he has a relevant degree or professional qualification and has passed
Part I of the LloydÕs Market Certificate (ÒLMCÓ) or has passed LMC Part I and
Part II (paragraph 4). There are exemptions for those directors who are in post
on 31 December 1994 or had been employed by an underwriting agent as a senior
manager for at least seven years ending on that date (paragraph 5).
This
byelaw also requires active underwriters, directors of underwriters and
compliance officers to participate in programmes of continuing professional
education (paragraph 6).
The
Council also has discretion under this byelaw to grant discretionary
exemptions, limited in time but subject to conditions if appropriate, to allow
prospective active underwriters, directors and compliance officers a reasonable
time after taking up an appointment in which to comply with the requirements of
this byelaw (paragraph 7).
114.
Run-Off Companies Byelaw No. 2 of 1995, 10 January 1995
COMMENCEMENT
Paragraphs
2, 3, 17 and 19 come into force on 1 October 1995. The rest come into force on
1 February 1995.
AMENDMENTS
This
byelaw was amended by
Appeal
Tribunal Byelaw (No. 18 of 1995)
Loss Review
(Revocation) Byelaw No. 16 of 1997)
Premiums
Trust Fund and Regulating Trustee Byelaw (No. 22 of 1998)
Underwriting
Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Run-Off
Companies (Amendment) Byelaw (No. 2 of 2000)
LloydÕs
Policy Signing Office Byelaw (No. 11 of 2000)
LloydÕs
Claims Byelaw (No. 12 of 2000).
EXPLANATORY
NOTE
(This
note is not part of the byelaw.)
This
byelaw provides for the registration of a body corporate or partnership as an
approved run-off company and for the review, renewal and withdrawal of such
registration. It also provides that managing agents must delegate their
insurance functions and their administration and processing functions (as
defined in the byelaw) in respect of longer term run-off accounts (where they
are managing more than one such run-off account in respect of any one
syndicate) to approved run-off companies. Further, such functions must be
delegated in respect of any run-off account where this is the wish of a
majority of relevant syndicate members voting in general meeting or where the
Council so directs. Managing agents may, however, apply for approval to conduct
such work themselves; and they may be granted interim approval in respect of
the syndicates they manage when this byelaw comes into force.
The
Council may not grant registration under the byelaw unless satisfied that the
applicant is fit and proper to be an approved run-off company.
The
byelaw empowers the Council to impose conditions and make requirements
regarding approved run-off companiesÕ financial and operational resources, and
makes provision regarding tendering, accounting and other records, accounts and
other reports, audits, reviews and annual returns.
This
byelaw shall come into force in accordance with the provisions of paragraph 24.
The Council
of LloydÕs in exercise of its powers under section 6(2) of LloydÕs Act 1982 by
special resolution hereby makes the following byelaw.
Part
AÑDefinitions
1. Interpretation
(1) The
provisions of Schedule 1 to this byelaw (interpretation) shall have effect.
(2) For
the purposes of this byelaw, the functions undertaken in the management of a
syndicate set out in column 1 of the table in Schedule 2 to this byelaw
(functions) shall be called Òexecutive functionsÓ, those set out in column 2
shall be called Òinsurance functionsÓ and those set out in column 3 shall be
called Òadministration and processing functionsÓ.
Part
BÑRules for Conducting Run-Off
2. Delegation
of run-off functions
[(1) Save
where the Council otherwise permits or directs, no managing agents shall
delegate any of its executive functions, insurance functions, administration
and processing functions in respect of any run-off account of any syndicate
managed by it otherwise than to an approved run-off company or another managing
agent.
(2)
No managing agent shall delegate any of its executive functions, insurance
functions, administration and processing functions in respect of any run-off
account of any syndicate managed by it to another managing agent, without the
written consent of the Council.]
NOTE
3. [É]
NOTE
Part CÑRegistration
of Approved Run-Off
Companies
4.
Registration etc. to be under control of Council
The
registration of approved run-off companies and the renewal, review and
withdrawal of such registration shall be under the control of the Council.
5. Register
of approved run-off companies
(1) The
Council shall maintain a register of approved run-off companies. The register
shall contain such particulars as the Council may from time to time determine.
(2) The
register shall be kept at the SocietyÕs premises in the City of London and
shall at all reasonable times be available for inspection by any person.
6.
Applications for registration
Applications
for registration under this byelaw shall be made to the Council in accordance
with such procedure and shall be accompanied by such documents and information,
as the Council may from time to time determine.
7. Powers
of the Council
(1) Subject
to this byelaw, the Council shall have power to:
(a) consider
any application for entry in the register and any application for the renewal
of any such entry;
(b) on
the grant of any such application, cause the name of the applicant (and all
applicable particulars which the Council may determine in accordance with
paragraph 5(1)) to be entered in the register;
(c) review
the registration of any approved run-off company in accordance with paragraph
9; and
(d) remove
the name of any approved run-off company from the register in accordance with
paragraph 10.
[É]
(3) An
approved run-off company may be registered under this byelaw as being
authorised to undertake the insurance functions or administration and
processing functions of a managing agent without limitation; or it may be
registered as being authorised to undertake only certain of those functions, or
to exercise such functions only in respect of certain classes of insurance
business; and any such qualification shall be recorded against the name of the
approved run-off company in the register.
NOTE
8. Criteria
for registration
(1) An
applicant shall not be registered as an approved run-off company unless the
Council is satisfied that:
(a) the
applicant complies with the requirements of this and every other byelaw
applicable to it (and all conditions and requirements imposed under them) for
the time being in force; and
(b) the
applicant is fit and proper to act as an approved run-off company.
(2) In
deciding whether or not an applicant is fit and proper to act as an approved
run-off company, the Council shall have regard to the following criteria:
(a) the
character and suitability of its directors (or, as the case may be, the
partners), both individually and as a body;
(b) in
the case of an applicant which is a body corporate, the character and
suitability of any controller or connected company of the applicant;
(c) the
organisation of its corporate infrastructure;
(d) the
character, suitability, competence and experience of its personnel;
(e) the
efficiency and effectiveness of its business systems and use of information
technology;
(f) its
strategy for taking on new business;
(g) the
adequacy of its financial resources; and
(h) any
other matters which, in the opinion of the Council, ought to be taken into
account.
9.
Conditions
(1) In
registering an applicant as an approved run-off company, or following a review
of any such registration under paragraph 10 or under the Review Powers Byelaw
(No. 5 of 1986), the Council may impose such conditions as are in its view
necessary or expedient to ensure:
(a) that
the applicant or approved run-off company is or will continue to be fit and
proper to be an approved run-off company; and
(b) that
the applicant or approved run-off company will or will continue to comply with
the requirements of LloydÕs Acts 1871 to 1982, the byelaws and regulations made
under those Acts (and any conditions and requirements imposed thereunder) and
for the time being applicable to it, and will pay or continue to pay due regard
to any codes of practice issued by or under the authority of the Council.
(2) Without
prejudice to the generality of sub-paragraph (1), the Council may as a
condition of registering an applicant as an approved run-off company or of
permitting an approved run-off company to remain on the register following a
review under paragraph 10 or under the Review Powers Byelaw (No. 5 of 1986,
406), require:
(a) the
applicant or approved run-off company to execute such undertakings in such form
and in favour of such persons as the Council may specify (whether generally or
in relation to a particular case), which may in particular include an
undertaking that the applicant or approved run-off company will, after the
removal of its name from the register, provide to the Council such information,
explanations, documents and other material relating to the affairs of a client
of an approved run-off company; and
(b) any
controller of the applicant or approved run-off company to execute such
undertakings and guarantees in such form and in favour of such persons as the
Council may specify (whether generally or in relation to a particular case),
which may in the particular include:
(i) undertakings
that the controller will not, save in such circumstances as may be specified,
interfere with the conduct of the business of the applicant or approved run-off
company by its directors or partners;
(ii) undertakings
that the applicant or approved run-off company will at all times have
sufficient resources to enable it to comply with the conditions and
requirements prescribed under paragraph 16(1)(a) and for the time being
applicable to it and any directions made or conditions imposed under this
byelaw; and
(iii) guarantees
that the controller will discharge the liabilities of the applicant or approved
run-off company or such classes or descriptions of those liabilities as may be
specified, subject to such limits (if any) and on such terms as may be
specified.
10. Review
of registration
(1) The
Council may at any time conduct a review of an approved run-off companyÕs
registration under this byelaw for the purpose of determining:
(a) whether
it continues to qualify for registration under paragraph 8; and
(b) whether
there are or may be grounds for exercising any power of the Council under
paragraph 9 or paragraph 11.
(2) In
connection with any such review the Council may require that the approved
run-off company:
(a) provide
such documents and information as the Council may specify; and
(b) comply
with such requirements as the Council may determine relating to the procedures
for conducting any such review.
11. Removal
from the register
[É]
NOTE
(2) The
Council may at any time (whether or not as a consequence of a review conducted
under paragraph 10) remove the name of an approved run-off company from the
register if it:
(a) ceases
to comply with any of the requirements of this byelaw for the time being
applicable to it;
(b) is
not in the opinion of the Council a body which is fit and proper to be an
approved run-off company;
(c) ceases
to carry on business as a run-off company;
(d) [fails
or ceases to comply with any conditions imposed upon it by the Council under
paragraph 9 or any term of any agreement or undertaking entered into or given
by it pursuant to such a condition; or fails to cease to comply with any
condition or requirement imposed upon it under the [[LloydÕs Claims Byelaw (No.
12 of 2000, 528),]] Central Accounting Byelaw (No. 20 of 1998, 525) or the
LloydÕs Policy Signing Office Byelaw (No. 11 of 2000, 527); or]
(e) so
requests.
NOTE
(3) Where
a controller of an approved run-off company has, on being required to do so by
the Council under paragraph 9(2)(b), executed such an undertaking or guarantee
as is referred to in that paragraph, the Council may at any time remove the
name of the approved run-off company concerned from the register if the
controller fails in a material respect to perform and observe the terms of the
undertaking or guarantee or if the undertaking or guarantee ceases for any
reason to be in full force and effect and binding on the controller.
(4) Where
the Council considers that there are grounds for removing the name of an
approved run-off company from the register under any of the preceding
provisions of this paragraph the Council may:
(a) postpone
that removal for such period as the Council shall specify from time to time or
until the Council shall otherwise determine;
(b) in
connection with such a postponement at any time give such directions as it
thinks fit, including without limitation:
(i) a
direction that the approved run-off company shall not carry on any business or
activity, or business or activity of a specified class or description, at
LloydÕs;
(ii) a
direction that the approved run-off company shall not describe or hold itself
out as an approved run-off company.
(5) Where
the Council, having under sub-paragraph (4) postponed the removal of the name
of an approved run-off company from the register, at any time thereafter
considers that there are no longer grounds for continuing to do so, the Council
may, subject to sub-paragraph (6), remove the name of the approved run-off
company from the register from such time as it may specify (provided that where
the Council has decided to retain the name of an approved run-off company on
the register for a specified period, the removal shall not take effect before
the expiry of that period).
(6) Where
the Council proposes to remove the name of an approved run-off company from the
register under sub-paragraph (2), (3) or (5), to postpone the removal of the
name of an approved run-off company from the register under sub-paragraph (4)
or to extend any such postponement under that sub-paragraph, the Council shall
give to the approved run-off company concerned notice in writing of the
CouncilÕs intention specifying the reasons why the Council proposes to act and,
before taking any action under any such sub-paragraph, the Council shall take
into account any representations made by or on behalf of the approved run-off
company concerned within the period of 14 days beginning with the date of the
service of the notice. After taking account of such representations, the
Council shall decide whether to:
(a) take
the course of action originally proposed;
(b) take
no further action; or
(c) take
some other course of action open to it under any byelaw or regulation for the
time being in force;
and shall
forthwith notify the approved run-off company of its decision.
12. Rights
of appeal
[.
. .]
NOTE
Part
DÑRules for Approved Run-Off Companies
13. [É]
NOTE
14.
Controllers
(1) No
approved run-off company shall be a LloydÕs broker without the prior consent of
the Council.
(2) Where
an approved run-off company becomes aware that a person is proposing to become
a controller of the approved run-off company, it shall forthwith notify the
Council in writing of that fact.
(3) The
Council may at any time require any person who controls or proposes to control
an approved run-off company to execute (and may require the approved run-off
company to procure that he execute) such undertakings and guarantees in such
form and in favour of such persons as the Council may specify (whether
generally or in relation to a particular case).
15.
Compliance officer
(1) Each
approved run-off company shall appoint a compliance officer who shall (without
prejudice to the responsibilities of the directors or, as the case may be,
partners of the approved run-off company) be responsible:
(a) for
compliance by the approved run-off company with LloydÕs Acts 1871 to 1982, any
byelaw, regulations, requirements or conditions made thereunder and for the
time being applicable to the approved run-off company and with any undertaking
given by the approved run-off company to the Society; and
(b) for
ensuring that the approved run-off company pays due regard to any codes of
practice, market circular or other advice issued by or under the authority of
the Council.
(2) The
person so appointed shall, unless the Council otherwise agrees, be a director
of (or, as the case may be, partner in) the approved run-off company.
16. Power
to make requirements etc
(1) The
Council shall have power to prescribe conditions and requirements regarding
such matters as may be necessary or expedient for the regulation of approved
run-off companies, and in particular their:
(a) possession
and maintenance of financial resources,
(b) maintenance
of accounting and other records and the preparation of audited accounts,
[(bb) performance of any
discretions, powers or authorities of a managing agent in relation to any
premiums trust fund or under any premiums trust deed;]
(c) sub-contracting
of executive functions, insurance functions and administration and processing
functions,
(d) provision
of information to the Society,
(e) participation
in LloydÕs central services and any trade associations, and
(f) maintenance
of insurance against claims in respect of civil liability.
NOTE
(2) Contracts
between a managing agent and an approved run-off company shall include such
terms as may from time to time be prescribed by the Council.
(3) The
Council shall have power to make, from time to time, codes of practice which
shall be observed by all approved run-off companies.
Part
EÑRules for Managing Agents
17. [É]
NOTE
Part
FÑApproval of Managing Agents
18.
Approval or exemption of managing agents
[É]
NOTE
19.
Tendering notwithstanding approval of managing agent
[É]
NOTE
20. Transitional
provision (interim approvals)
[É]
NOTE
Part GÑFees
21. Power
of the Council to prescribe fees
(1) Every
applicant for registration under paragraph 5 of this byelaw shall pay to the
Society such fees as the Council may require.
(2) Every
approved run-off company shall pay to the Society such fees as the Council may
require.
(3) For
the purposes of this paragraph the Council may:
(a) determine
the amount of any fees in accordance with a specified scale or other specified
factors;
(b) provide
for the return or abatement of any fees in specified circumstances; and
(c) make
different provision for different cases.
Part
HÑMiscellaneous
22.
Application of other byelaws
The
provisions set out in Schedule 3 to this byelaw (application of other byelaws)
shall apply to an approved run-off company as they apply to or, as the case may
be, in relation to a managing agent.
23.
Consequential amendments
[É]
NOTE
Part
IÑCommencement
24.
Commencement
(1) Paragraphs
2, 3, 17 and 19 of this byelaw shall come into force on 1 October 1995.
(2) The
remainder of this byelaw shall come into force on 1 February 1995.
Schedule
1ÑInterpretation
1. In
this byelaw, unless the context otherwise requires:
Òapproved
run-off companyÓ means a run-off company which has been registered under the
provisions of this byelaw;
ÒassociateÓ
has the meaning given to it in the LloydÕs Brokers Byelaw (No. 5 of 1988);
Òcompliance
officerÓ means the person appointed by the approved run-off company under
sub-paragraph 15(1) of this byelaw to perform the functions described in that
sub-paragraph;
Òconnected
companiesÓ are companies in which the same person can (either alone or in
association with others) control the exercise, in both companies, of 30 per
cent. or more of the voting power exercisable at a general meeting or 50 per
cent. or more of the voting power exercisable at board meetings and Òconnected
company of the applicantÓ shall be construed accordingly;
ÒcontrollerÓ
means (a) in relation to a body corporate, a person who (either alone or in
association with others) can control, directly, or indirectly, the exercise of
15 per cent. or more of the voting power exercisable at a general meeting of
the body corporate, or another body corporate of which it is a subsidiary; and
(b) in relation to a partnership: (i) any person in accordance with whose
directions or instructions, either alone or with those of any associate or
associates, the partners are accustomed to act (but disregarding advice given
in a professional capacity); and (ii) any person who, either alone or with any
associate or associates, is entitled to exercise, or control the exercise of 15
per cent. or more of the voting power at any meeting of the partners;
Ògeneral
meetingÓ means a meeting called under paragraph 3 of the Syndicate Meetings
Byelaw (No. 11 of 1994, 324);
ÒLloydÕs
entityÓ means a [É] LloydÕs broker, managing agent or membersÕ agent or any
subsidiaries thereof;
NOTE
[É]
NOTE
[Òpremiums
trust deedÓ and Òpremiums trust fundÓ have the respective meanings given in
paragraph 1 of the Schedule to the Membership Byelaw (No. 17 of 1993, 111);]
NOTE
Òrelevant
membersÓ shall have the meaning given to it in the Syndicate Meetings Byelaw
(No. 11 of 1994, 324);
Òrun-off
companyÓmeans a company or partnership whose business is to perform insurance
functions and administration and processing functions (or any parts thereof) on
behalf of managing agents;
Òrun-off
accountÓ has the meaning given to it in Schedule 1 to the Syndicate Accounting
Byelaw (No. 11 of 1987);
[É]
NOTE
Òthe
registerÓ means the register maintained under paragraph 5(1) of this byelaw;
and
Òtrade
associationÓ means an association of persons of a common occupation which is
recognised by the Council as forming a trade association.
Schedule
2ÑFunctions
Column 1
Executive
functions Column
2
Insurance
functions Column
3
Administrative
and processing functions
Responsibility
for syndicate strategy, including
Ñ approval
of forecasts and budgets
Ñ claims
reserving and commutation policy and approval
Ñ annual
solvency and syndicate accounts
Ñ compliance
with the Lloyd's Acts and other requirements of the Council
Ñ management
and control of expenses
Reporting
and accounting to Names
Performance
of duties under premiums trust deedÑincluding (but not limited to) investment
management policy
Management
of conflicts of interest between syndicates and years of account
Responsibility
for the performance of any delegated or subÐcontracted functions. Claims
adjusting
Identifying
reinsurance recoveries
Purchasing
reinsurance
Evaluating
reinsurance security
Effecting
commutations, negotiations and setÐoff of inwards and outwards business
Preparing
and maintaining reserving and actuarial data
Undertaking
cash and investment management Maintaining
policy risk records
Administering
and processing claims
Aggregating
claims and calculating reinsurance recoveries
Credit
control in collecting reinsurance recoveries
Maintaining
statistical records
Schedule
3ÑApplication of Other Bylaws
Inquiries
and Investigations Byelaw (No. 3 of 1983)
Issue of
Proceedings by Council Byelaw (No. 18 of 1983, 402)
Paragraphs
3, 4 and 6 of the Suspension: Supplementary and Consequential Matters Byelaw
(No. 19 of 1983)
Disclosure
by Direction Byelaw (No. 21 of 1983, 404)
Review
Powers Byelaw (No. 5 of 1986, 406)
Administrative
Suspension Byelaw (No. 7 of 1987, 407)
Modified
Arbitration Procedure Byelaw (No. 14 of 1987)
Paragraph 4
of the Insurance Ombudsman Bureau Byelaw (No. 1 of 1989, 411)
[É]
Misconduct,
Penalties and Sanctions Byelaw (No. 9 of 1993)
Disciplinary
Committees Byelaw (No. 10 of 1993)
Reinsurance
to Close (Restriction) Byelaw (No. 15 of 1993, 317)
Information
and Confidentiality Byelaw (No. 21 of 1993, 417)
NOTE
Schedule
4ÑAmendments
NOTE
115.
Individual Registration Byelaw No. 3 of 1998, 4 February 1998
COMMENCEMENT
This
byelaw came into force on 4 February 1998.
AMENDMENTS
This
byelaw was amended by:
Premiums
Trust Fund and Regulating Trustee Byelaw (No. 22 of 1998)
Underwriting
Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Intermediary
Amendment Byelaw (No. 10 of 2000)
Amendment
Byelaw (No. 9 of 2001).
EXPLANATORY
NOTE
(This note
is not part of the Byelaw)
This
byelaw requires that individuals who carry out certain regulated functions can
only do so if registered. It extends the individual registration scheme
initially set up under the Individual Registration Byelaw (No. 13 of 1996) to
directors, partners and compliance officers of LloydÕs brokers. An application
for registration must be supported by the person by whom the individual is to
be retained (Òthe sponsorÓ). No amendment of registration can be effected
without the CouncilÕs consent.
The
criteria for registration are that the individual is fit and proper, possesses
any Council prescribed qualifications, and is a suitable person to conduct the
regulated functions for which he is registered with his sponsor.
The
Council has power to attach conditions to an individualÕs registration and to
require the individual to establish at any time that he continues to satisfy
the criteria for registration.
The Council
of LloydÕs in exercise of its powers under section 6(2) of LloydÕs Act 1982, by
special resolution hereby makes the following byelaw.
1. General
Principles
(1)
No [É] run-off company [or] LloydÕs underwriting agent [É] shall permit any
individual to carry out for it any regulated function (whether as employee,
consultant or agent or in any other way) unless that individual is registered
in accordance with the terms of this byelaw to carry out that regulated function
for that person. Persons registered in accordance with the Individual
Registration Byelaw (No. 13 of 1996, 115) shall be deemed to be registered in
accordance with the terms of this byelaw.
NOTE
(2)
A person shall not carry out a regulated function unless he is registered to
carry out that function in accordance with the terms of this byelaw.
(3)
A registered individual shall only carry out the permitted function as stated
in his registration for the sponsor which supported his registration.
(4)
In determining an application for registration, including an application to
amend registration, the Council may:
(a) grant
any such application for registration;
(b) refuse
any such application for registration;
(c) grant
any such application for registration subject to such conditions as Council
thinks appropriate;
(d) defer
its determination of the application for such period as may be necessary to
carry out further investigations or to allow for the provision of additional
information.
(5)
The Council shall have power to review the registration of any registered
individual and:
(a) impose
such conditions upon the registration of the registered individual as Council
thinks appropriate;
(b) suspend
the registration of the registered individualÕs entitlement to act as a
registered person.
(6)
The Rules set out at Schedule 1 to this Byelaw (Rules for Individual
Registration) shall have effect.
NOTE
2. The
Register
(1)
The Council shall continue to maintain a register of individuals registered
under this byelaw including details of any conditions attached to an
individualÕs registration.
(2)
The register shall be open to inspection by any person at such times as the
Council may from time to time prescribe.
3. Rules
The
registration of individuals under this byelaw shall be in accordance with the
Rules set out at Schedule 1 of this byelaw.
4.
Interpretation
The
provisions of Schedule 2 to this byelaw (ÒInterpretationÓ) shall have effect.
5.
Revocations and Amendments
The
Individual Registration Byelaw (No. 13 of 1996) is revoked.
6.
Commencement
The
byelaw shall come into force on 4 February 1998.
Schedule
1ÑRules for Individual Registration
1.
Application for registration
(1)
Applications for registration under the Individual Registration Byelaw (No. 3
of 1998) (Òthe byelawÓ) shall be made in accordance with these Rules.
(2)
An applicant shall apply in writing in such form and manner as the Council may
prescribe.
(3)
An application for registration shall include written support by the person for
which the individual is to carry out the regulated function (Òthe sponsorÓ) in
such form and manner as the Council may prescribe, and the sponsor shall pay
such fee as the Council may determine.
(4)
The burden is at all times upon the applicant to demonstrate to the Council
that he satisfies the criteria for registration.
(5)
At any time after receiving an application and prior to its determination, the
Council may:
(a) require
an applicant to:
(i) provide
additional information;
(ii) provide
additional documents;
(iii) provide
verification of any documents and information provided by the applicant in such
manner as may be specified; and
(iv) answer
questions in such manner as may be specified by the Council, which may include
attendance by the applicant.
(b) require
a sponsor to:
(i) provide
additional information;
(ii) provide
additional documents;
(iii) provide
verification of any documents and information provided by the sponsor, in such
manner as may be specified; and
(iv) answer
questions in such manner as may be specified by the Council, which may include
attendance by the sponsor.
(c) carry
out such enquiries as the Council considers are appropriate.
(6)
An application for registration may be withdrawn at any time by the applicant
by serving a written notice upon the Council to that effect. Notice shall be
given in such form and manner as the Council may prescribe. The Council shall
serve a copy of any such notice it receives on the applicantÕs sponsor.
(7)
A sponsor may at any time withdraw his support for any application by serving a
written notice upon the Council to that effect. Notice shall be given in such
form and manner as the Council may prescribe. The Council shall serve a copy of
any such notice it receives on the applicant.
2. Duties
before registration
(1)
An applicant for registration and his sponsor shall disclose to the Council all
information that might reasonably be considered relevant to the CouncilÕs
determination of the application. An applicant and his sponsor shall each
disclose such information in the application for registration.
(2)
At any time prior to the CouncilÕs final determination of an application, an
applicant and his sponsor shall serve notice upon the Council if either becomes
aware of
(a) changes
in the information provided to the Council relating to an application; or
(b) additional
information, which might reasonably be thought to be relevant to the
application; or
(c) any
inaccuracies in the information provided to the Council in connection with an
application.
Such notice
shall be given in the manner and form prescribed by the Council.
(3)
An applicant shall ensure that any application submitted by him is accurate in
all material respects to the best of his knowledge and belief.
(4)
A sponsor shall ensure that any application supported by him is accurate in all
material respects to the best of its knowledge and belief.
(5)
An applicant shall agree in writing, in such form as the Council may prescribe,
that from the date of his application he will:
(a) be
subject to the disciplinary jurisdiction of the Society; and
(b) not
act or omit to act in any way which would constitute misconduct on the part of
any person who is subject to the disciplinary jurisdiction of the Society; and
(c) comply
with LloydÕs Acts 1871Ð1982, the byelaws and regulations made thereunder (and
any condition or penalty imposed or requirement made thereunder) and every
direction made by or under the authority of the Council or Committee under
LloydÕs Acts 1871Ð1982.
The
applicantÕs registration shall be conditional upon his continuing compliance
with such agreement.
(6)
This Rule shall apply equally to any application for registration, amended
registration and any request made by the registered individual to withdraw his
application or to terminate his registration.
3.
Determination of the application
In
determining an application for registration the Council may:
(a) grant
the application;
(b) grant
the application subject to such conditions as it considers appropriate;
(c) refuse
the application; or
(d) defer
its determination of the application for such period as may be necessary to
carry out further investigations or to allow for the provision of additional
information.
(2)
In determining an application for registration, the Council may take into
account any information which it considers appropriate in relation to the
application.
(3)
If it appears to the Council, upon consideration of an application for
registration, that it may be appropriate to refuse registration or to attach
conditions to registration (including a condition that the registration shall
terminate on the expiry of a fixed period), Council shall serve upon the
applicant and his sponsor a written notice so informing them and where
appropriate specifying the conditions it is minded to impose, and giving
reasons.
(4)
Within 14 days of the service of a notice under Rule 3(3), the applicant and
the sponsors may each:
(1) make
additional written representations
(2) submit
additional documents.
(5)
Where the Council grants an application unconditionally, the applicant and his
sponsor shall be notified in writing. Such notice shall specify the nature and
scope of the regulated function which the individual is registered to carry out
(Òthe permitted functionÓ).
(6)
Where the Council grants an application subject to conditions the applicant and
his sponsor shall be notified in writing. Such notice shall specify the nature
and scope of the permitted function, the conditions to be imposed and the
reasons for the CouncilÕs decision.
(7)
Where the Council refuses the application, the applicant and his sponsor shall
be notified in writing of the decision and the reasons for the CouncilÕs
decision.
4. Criteria
for registration
(1)
An individual shall not be registered to carry out a regulated function unless
the Council is satisfied that:
(a) he is
fit and proper to be so registered;
(b) he
has passed or secured exemption from any examination required by the Council;
and
(c) he is
a suitable person to conduct the regulated function for the sponsor.
(2)
In determining whether an individual is fit and proper, the Council may take
into account any consideration it thinks fit including but not limited to:
(a) the
applicantÕs integrity;
(b) the
applicantÕs professional competence;
(c) the
applicantÕs compliance with LloydÕs regulatory requirements;
(d) the
applicantÕs business conduct; and
(e) the
professional and administrative support to be provided to the applicant by the
sponsor.
[(3)
An individual shall not be registered to carry out a regulated function which
corresponds to a controlled function for the purposes of section 59 of the
Financial Services and Markets Act 2000 unless the Council is satisfied that
the individual is or will be approved by the Financial Services Authority to
perform that corresponding controlled function.]
NOTE
5. Duties
after registration
(1)
A registered individual shall not act or omit to act in any way which would
constitute misconduct on the part of any person who is subject to the
disciplinary jurisdiction of the Society.
(2)
A registered individual and the sponsor shall each inform the Council forthwith
of any change to the information submitted by them during the application for
registration.
(3)
A registered individual and the sponsor shall each pay such fee as the Council
may from time to time determine.
6.
Amendment to registration
(1)
A registered individual may apply to amend his registration, including any
conditions imposed on his registration.
(2)
An application to amend any registration under these Rules shall be treated as
an application for registration and dealt with in accordance with the terms of
Rules 1, 2, 3 and 4 of these Rules.
(3)
Upon receipt of an application made under Rule 6(2), the Council may grant such
dispensation from the provisions of paragraph 1 of the byelaw as it considers
appropriate pending determination of the application.
7.
Termination of registration
(1)
Not later than seven days after a registered individual ceases to carry on his
permitted function with his sponsor or ceases to be employed or associated with
his sponsor, his sponsor shall notify the Council of that fact. Such notice
shall be served in the manner and form prescribed by the Council.
(2)
If a registered individual is dismissed or is requested to resign by his
sponsor, a statement of the reasons giving rise to that dismissal or
resignation shall be served on the Council by the sponsor within seven days.
Such statement shall be served in the manner and form prescribed by the
Council.
(3) Upon
receipt of a notice served in accordance with paragraph 7(2) the registered
individualÕs registration shall be terminated.
[(4)
If an individualÕs approval to perform a controlled function for the purposes
of section 59 of the Financial Services and Markets Act 2000 is withdrawn by
the Financial Services Authority and that controlled function corresponds to a
regulated function carried out by the individual, the individualÕs registration
to carry out that corresponding regulated function shall be terminated.]
NOTE
8. Review
of Registration
(1)
The Council may at any time require a registered individual to demonstrate that
he remains fit and proper to carry out the permitted function for his sponsor.
(2)
The burden is at all times upon the registered individual to demonstrate to the
Council that he continues to satisfy the criteria for registration set out in
Rule 4(1).
(3)
The Council shall have power at any time:
(a) to
require a registered individual to:
(i) provide
information;
(ii) provide
documents;
(iii) provide
verification of any documents and information provided by the registered
individual in such manner as may be specified; and
(iv) answer
questions in such manner as may be specified by the Council which may include
attendance by the applicant.
and
(b) to
require a sponsor to:
(i) provide
information;
(ii) provide
documents;
(iii) provide
verification of any documents and information provided by the sponsor in such
manner as may be specified; and
(iv) answer
questions in such manner as may be specified by the Council which may include
attendance by the sponsor.
(4)
The Council may exercise its powers under Rule 8(3), by giving seven daysÕ
notice to the individual and his sponsor, unless the Council considers it
expedient to do so without prior notice.
(5) (a)Any
registered individual;
(b)any
sponsor; and
(c)any
person
shall at
all times inform the Council of all matters that might reasonably be considered
relevant to the question whether any registered individual continues to satisfy
the criteria for registration.
(6)
The Council may at any time in accordance with this Rule suspend an
individualÕs entitlement to act as a registered person, impose conditions on an
individualÕs registration or amend any conditions previously imposed.
(7)
If it appears to the Council that it may be appropriate to exercise its powers
under Rule 8(6), the Council shall serve a notice upon the individual and his
sponsor so informing them, and where appropriate specifying the conditions it
is minded to impose or amend, and giving reasons.
(8)
Within 14 days of the service of a notice under Rule 8(6) the individual and
his sponsor may:
(a) make
written representations;
(b) submit
documents.
(9)
The individual and his sponsor shall be notified in writing of the CouncilÕs
final decision and the reasons for that decision.
9. Appeal
(1)
If the Council decides to:
(a) refuse
an application for registration;
(b) grant
an application for registration subject to conditions;
(c) impose
conditions on an individualÕs registration;
(d) amend
conditions imposed on an individualÕs registration;
(e) terminate
an individualÕs registration; or
(f) suspend
an individualÕs registration
then the
individual concerned shall have a right to appeal in accordance with the Appeal
Tribunal Byelaw (No. 32 of 1996, 420) and the individual shall be informed of
his right to appeal when served with notice of the relevant decision.
10.
Transitional provisions
(1)
Notwithstanding the provisions of paragraph 1 of the byelaw, provided that:
(a) the
sponsor is a LloydÕs broker
(b) the
sponsor notifies the Council by 27 March 1998 of:
(i) the
name of the individual; and
(ii) the
regulated function that the individual carries out for the sponsor at the time
of the notification; and
(c) an
application for the registration of the named individual is made in accordance
with the provisions of this Rule 10 a sponsor may permit that individual to
carry out for it the regulated function so notified and the individual may
carry out that function until the determination of that individualÕs
application.
(2) Any
application for the registration of an individual notified to the Council under
Rule 10(1) shall be made by such date as may be specified by the Council.
(3) The
provisions of paragraph 1 of the byelaw shall apply upon the failure to apply
for registration by the date specified by the Council under Rule 10(2) and, in
any event, where no application for the registration of an individual notified
to the Council under Rule 10(1) has been received by 27 November 1998, that
date.
(4) Any
application to amend the nature or scope of the regulated function notified to
the Council under Rule 10(1) shall be made in accordance with Rule 6.
11.
Confidential Information
The
Council shall be entitled to act upon information provided to it in confidence.
The nature or source of such information need not be disclosed to the
applicant, provided that the applicant and his sponsor shall be given a
reasonable opportunity to comment on the substance of the information.
12. General
provisions
(1) The
Council may:
(a) extend
any time limit imposed by these rules; and
(b) abridge
any time limit imposed by these rules where the individual consents to the
proposed abridgement.
(2) The
Council may give directions under this byelaw as it sees fit.
13. Notices
and Service
(1) Any
notice required to be given by these rules shall be in writing.
(2) Any
notice shall be given and service of documents pursuant to these rules shall be
effected by:
(a) post
to the proper address;
(b) fax;
(c) leaving
the document at the proper address; or
(d) personal
service; or
(e) any
other method which the Council may prescribe.
(3) The
proper address of any person is:
(a) in
the case of an individual, his business address or his usual or last known home
address;
(b) in
the case of a partnership, its principal or last known place of business in the
United Kingdom;
(c) in
the case of a body corporate, its registered office or principal office in the
United Kingdom;
(d) in
the case of the Council, the Secretary of the Council.
(4) (a)Where
notice is given or service is effected by post and the document is proved to
have been posted, the document in question shall be presumed to have been
delivered 72 hours from the time of posting and the date of notification or
service shall be construed accordingly;
(b)where
notice is given or service is effected by fax, it shall be confirmed by the
delivery or posting of a copy of the fax to the party to whom the fax was
addressed and the date of notification or service shall be presumed to be the
date of fax transmission;
(c)where
notice is given or service is effected by leaving the document at the proper
address of the person to be served, the date of notification or service shall
be the date on which the document was left.
(5) The
provisions of Rules 13(1) to 13(4) are without prejudice to any applicable
provisions of any byelaw regarding the service of documents or notices, to
which they shall be regarded as alternative.
14. Time
If
any period specified in these rules expires on a Saturday, Sunday, bank
holiday, Christmas Day or Good Friday, it will be extended to the next day
which is not such a day.
Schedule
2ÑInterpretation
In
this byelaw and its schedules, unless the context otherwise requires:
ÒmisconductÓ
means misconduct as defined in any byelaws made under LloydÕs Acts 1871Ð1982;
[É]
NOTE
[É]
NOTE
ÒLloydÕs
underwriting agentÓ means an underwriting agent as defined in the Underwriting
Agents Byelaw (No. 4 of 1984, 303);
[Òmanaging
agentÕs trusteeÓ means, in regard to a LloydÕs underwriting agent, any trustee
of one or more premiums trust deeds designated under the terms of that deed or
those deeds as a or the managing agentÕs trustee in respect of that LloydÕs
underwriting agent;]
NOTE
Òpermitted
functionÓ means the nature and scope of the regulated function which the
individual is registered to carry out;
[Òpremiums
trust deedÓ has the meaning given in paragraph 1 of the Schedule to the
Membership Byelaw (No. 17 of 1993, 111);]
NOTE
Òregistered
individualÓ means an individual registered under this byelaw to carry out a
permitted function for his sponsor;
Òregulated
functionÓ means any function set out in schedule 3 to this byelaw;
ÒRulesÓ
means the Rules set out in Schedule 1 to this byelaw;
Òrun-off
companyÓ means run-off company as defined in the Run-off Companies Byelaw (No.
2 of 1995, 114);
ÒsponsorÓ
means in relation to an applicant for registration the person who supports his
application for registration;
Òsubject to
the disciplinary jurisdiction of the SocietyÓ means amenable to disciplinary
proceedings in respect of any misconduct committed.
Schedule
3ÑRegulated Functions
In
this byelaw and its schedules the following shall be regulated functions in
respect of which registration is required under paragraph 1 of the byelaw:
1. Being
a partner of any firm and being a director of any company registered under:
[É]
Run-Off
Companies Byelaw (No. 2 of 1995, 114);
Underwriting
Agents Byelaw (No. 4 of 1984, 303);
[[É]].
NOTE
2. Being
a compliance officer of any firm or company registered under:
[É];
Run-Off
Companies Byelaw (No. 2 of 1995, 114);
Underwriting
Agents Byelaw (No. 4 of 1984, 303);
[[É]].
NOTE
3. Any
function set out below which is carried out by an individual who reports to a
board of directors or any director of a company, or the partners or any partner
of a partnership:
(a) the
authority to accept risks on behalf of members of any syndicate except risks
accepted under a binding authority;
(b) the
authority to reinsure risks underwritten on behalf of members of any syndicate;
(c) the
responsibility for preparing or determining the reinsurance to close of any syndicate;
(d) the
responsibility for considering and reserving, and paying or refusing to pay
claims on behalf of members of any syndicate save where that responsibility is
exercised by a coverholder;
(e) the
responsibility for making recoveries under reinsurance policies enuring to the
benefit of the members of any syndicate;
(f) the
responsibility for compiling and maintaining accounts and records of any
syndicate;
(g) the
responsibility for advising one or more underwriting members (including prospective
underwriting members) as to their current or intended underwriting at LloydÕs;
(h) the
responsibility for analysing the performance of one or more syndicates with a
view to advising a member or prospective member as to whether he should
participate or continue to participate in the syndicate;
(i) the
responsibility for compiling and maintaining accounts and records on behalf of
one or more members;
(j) the
responsibility for advising upon the requirements of and ensuring compliance
with LloydÕs Acts, the byelaws and regulations and the obligations imposed
thereunder.
[4. Being
a managing agentÕs trustee.]
NOTE
116.
Approval of Correspondents Regulation No. 4 of 1990, 3 October 1990
COMMENCEMENT
This
regulation commenced on 4 October 1990.
AMENDMENTS
This
regulation was amended by
Approval of
Correspondents (Amendment) Regulation (No. 3 of 1993)
Captive
Corporate Members Byelaw (No. 19 of 1998)
LloydÕs
Policy Signing Office Byelaw (No. 11 of 2000)
LloydÕs
Brokers Byelaw (No. 17 of 2000).
EXPLANATORY
NOTE
(This
note is not part of the regulation.)
This
regulation consolidates the Approval of Correspondents Regulation (No. 2 of
1985) and the three later amendments to that regulation, No. 1 of 1986, No. 2
of 1988 and No. 1 of 1989. The regulation also allows managing agents of
syndicates in respect of which a related LloydÕs entity has a binding authority
to apply for approval as a correspondent of the related LloydÕs entity without
the involvement of a LloydÕs broker.
The
Committee of LloydÕs in exercise of the powers delegated to it by the Council
of LloydÕs under section 6(6)(a)(i) of LloydÕs Act 1982 hereby makes the
following regulation.
1. Interpretation
The
provisions of the Schedule to this regulation (Interpretation) shall have
effect.
2. Restrictions
on business from unapproved correspondents
In
respect of any class or category of insurance business and any territory for
which a correspondent is required to be approved as a correspondent under this
regulation:
(a) no
underwriter shall grant or renew a binding authority to a coverholder; and
(b) no
underwriting member shall accept such business from or through, as the case may
be:
(i) a
coverholder; or
(ii) an
open market correspondent
unless the
coverholder or open market correspondent is for the time being so approved.
3.
[Deleted on
4 March 1993 by Regulation No. 3 of 1993, 513.]
4.
[Deleted on
4 March 1993 by Regulation No. 3 of 1993, 513.]
5. Correspondents
requiring approval
(1) The
[Council] may specify which correspondents or classes of correspondent require
approval under this regulation.
(2) The
[Council] may specify classes or categories of insurance business and
territories for which approval as a correspondent is required.
NOTE
6. Applications
for approval
(1) Subject
to sub-paragraph (2), every application for approval of a correspondent shall
be made to the [Council] by a LloydÕs broker [[or by a managing agent which is
registered as such in accordance with the Underwriting Agents Byelaw (No. 4 of
1984, 101)]].
(2) Where
the correspondent is a related LloydÕs entity or a non-LloydÕs intermediary
which has, or which it is proposed should have, authority to accept business on
behalf of the members of a syndicate (Òan authorising syndicateÓ) otherwise
than from or through a LloydÕs broker under the Insurance Intermediaries Byelaw
(No. 8 of 1990, 313) and any regulation made thereunder, an application for
approval of the related LloydÕs entity or non-LloydÕs intermediary as a
correspondent may be made by the managing agent of an authorising syndicate
without the involvement of a LloydÕs broker.
(3) Where
a non-LloydÕs intermediary:
(a) is
required to be approved as an open market correspondent; and
(b) where,
as respects that non-LloydÕs intermediary, there is in force a guarantee
agreement which complies with paragraph 3 and any regulations made under
paragraph 6 of the Insurance Intermediaries Byelaw (No. 8 of 1990, 313)
a managing
agent which is party to that guarantee agreement may apply for approval of that
non-LloydÕs intermediary as an open market correspondent without the
involvement of a LloydÕs broker.
(4) The
[Council] may, in respect of applications under this paragraph, prescribe such
requirements and procedures, and require the provision of such information and
documents whether generally or as respects specific applications, as it may
from time to time determine.
NOTE
7. General
requirements for approval
(1) Subject
to sub-paragraph (2) the [Council] may approve a person to act as
correspondent.
(2) The
[Council] shall not approve a person to act as a correspondent unless the
[Council] is satisfied that such person is fit and proper to be a
correspondent.
(3) In
determining whether a person is fit and proper to act as a correspondent, the
[Council] may take into account:
(a) the
role the correspondent is intended to perform;
(b) the
class or category of insurance business and the territory for which approval is
sought;
(c) if a
LloydÕs broker is making the application, the relationship of the LloydÕs
broker to, and the extent to which it controls, the correspondent; and
(d) any
other matter or information which the [Council] considers relevant to the
application.
NOTE
8. Duration
of approvals
(1) Subject
to paragraph 12 all approvals under this regulation shall be for a specific
period not exceeding five years from the date of approval.
(2) Where
approval has been given for a period of less than five years, the [Council] may
extend the period of approval of a correspondent for such further period or
periods as it thinks fit provided that the total period of approval including
any extensions does not exceed five years from the date of approval.
NOTE
9. Conditions
The
[Council] may, in granting approval under paragraph 7 or after a review under
paragraph 11 or at any other time, impose such conditions as it thinks fit and
may from time to time during the currency of any approval vary or revoke any
condition or impose additional conditions.
NOTE
10. Notification
of decisions, etc
(1) The
[Council] shall, as soon as practicable, give notice in writing of its decision
under paragraph 7 to the LloydÕs broker or managing agent which applied for
approval of the correspondent.
(2) Where
the [Council] approves a person to act as a correspondent the notice referred
to in sub-paragraph (1) shall specify:
(a) the
name of the correspondent;
(b) the
particular role which the correspondent is approved to perform;
(c) the
class or category of insurance business and the territory for which the
correspondent has been approved; and
(d) the
period of time for which approval has been granted.
(3) The
[Council] shall, on the application of any underwriter, advise that underwriter
whether any person has been approved as a correspondent and, if so, shall give
that underwriter details of the matters specified in sub-paragraph (2).
(4) Where
the [Council] imposes, varies or revokes any condition under paragraph 9, the
[Council] shall, as soon as practicable, notify in writing the LloydÕs broker
or managing agent which applied for approval of the correspondent of such
imposition, variation or revocation, whereupon the LloydÕs broker or managing
agent shall as soon as practicable notify all interested underwriters of such
imposition, variation, or revocation.
NOTE
11. Review
of approval
(1) The
[Council] may at any time and from time to time conduct a review of its
approval of a correspondent under this regulation for the purpose of
determining whether:
(a) the
correspondent concerned continues to qualify for approval under paragraph 7; or
(b) there
are or may be grounds for exercising any power under paragraph 12 by reason of
sub-paragraph (1)(a), (b) or (c) of that paragraph.
(2) In
connection with any such review, the [Council] may require the LloydÕs broker
or managing agent which applied for approval of the correspondent:
(a) to
provide such information and documents as the [Council] may specify; and
(b) to
comply with such requirements as the [Council] may from time to time determine
relating to the procedures for conducting any such review.
NOTE
12. Revocation
of approval
(1) The
[Council] may at any time (whether or not as a consequence of a review
conducted under paragraph 11) revoke its approval, in whole or in part, of a
correspondent if:
(a) the
correspondent ceases to comply with any requirements of this regulation for the
time being applicable to it;
(b) the
correspondent is not in the opinion of the [Council] fit and proper to be a
correspondent approved under this regulation;
(c) fails
or ceases to comply with any condition imposed under paragraph 9; or
(d) the
LloydÕs broker or managing agent which applied for approval of the
correspondent so requests or agrees to such a request.
(2) Where
the [Council] proposes to revoke its approval under sub-paragraph (1)(a), (b)
or (c), the [Council] shall give to the LloydÕs broker or managing agent which
applied for approval of the correspondent notice in writing of the [CouncilÕs]
intention specifying the reasons why the [Council] proposes to act and, before
taking any action, the [Council] shall take into account any representations
made by or on behalf of the LloydÕs broker or managing agent within the period
of fourteen days beginning with the date of service of the notice or such
longer period as the [Council] may allow. After taking account of such
representations, if any, the [Council] may:
(a) take
the course of action originally proposed;
(b) take
no further action; or
(c) take
some other course of action open to it under any byelaw or regulation for the
time being in force and shall forthwith notify the LloydÕs broker or managing
agent in writing of its decision.
(3) Where
the [Council] revokes approval of a correspondent as a coverholder the LloydÕs
broker or managing agent shall, upon receipt of notice of such revocation from
the [Council], notify as soon as practicable each underwriter who is a party to
any current binding authority granted to that coverholder of the revocation.
(4) Upon
receipt of any notification of the type referred to in sub-paragraph (3), the
underwriter shall cancel any binding authority under which the coverholder
concerned is required to be an approved coverholder as soon as he is able to do
so under the terms of that binding authority.
(5) Where
the [Council] revokes approval of a correspondent as an open market
correspondent the LloydÕs broker or managing agent shall, upon receipt of
notice of such revocation from the [Council], notify as soon as practicable
each leading underwriter with whom the open market correspondent, or the
LloydÕs broker on behalf of that open market correspondent, places risks.
NOTE
13. Review
of decisions by panels
[Deleted on
4 March 1993 by Regulation No. 3 of 1993, 513.]
14. Revocations
and transitional provisions
(1) The
following regulations are revoked:
(a) Approval
of Correspondents Regulation (No. 2 of 1985);
(b) Approval
of Correspondents (Amendment) Regulation (No. 1 of 1986);
(c) Approval
of Correspondents (Amendment No. 2) Regulation (No. 2 of 1988); and
(d) Approval
of Correspondents (Amendment No. 3) Regulation (No. 1 of 1989, 411).
(2) Without
prejudice to the powers of the Committee under paragraphs 11 and 12, a
correspondent which, immediately before this regulation comes into force, is
approved under the regulations referred to in sub-paragraph (1) is deemed to be
approved under this regulation, according to the terms and conditions attached
to such approval.
15. Commencement
This
regulation shall come into force on 4th October 1990.
Schedule.
Interpretation
1.
(1) In this regulation unless the context otherwise requires:
Òbinding
authorityÓ has the meaning given to it in the Binding Authorities Byelaw (No. 9
of 1990, 314);
ÒcorrespondentÓ
means a person which is one or both of the following:
(a) a
coverholder; and
(b) an
open market correspondent;
Ò[É]Ó;
ÒcoverholderÓ
has the meaning given to it in the Binding Authorities Byelaw (No. 9 of 1990,
314);
Òleading
underwriterÓ means the underwriter whose syndicate appears before the syndicate
of any other underwriter on a slip;
Òlimited
binding authorityÓ has the meaning given to it in the Binding Authorities
Byelaw (No. 9 of 1990, 314);
[É]
NOTE
[É]
NOTE
Òmanaging
agentÓ means:
(a) an
underwriting agent which is listed as a managing agent on the register of underwriting
agents maintained under the Underwriting Agents Byelaw (No. 4 of 1984, 101); or
(b) a
person appointed by the Council to act as a managing agent for an underwriting
member of LloydÕs under the Substitute Agents Byelaw (No. 20 of 1983, 300);
Òmarine
open cargo coverÓ has the meaning given to it in the Binding Authorities Byelaw
(No. 9 of 1990, 314);
Ònon-LloydÕs
intermediaryÓ has the meaning given to it in the Insurance Intermediaries
Byelaw (No. 8 of 1990, 313);
Òopen
market correspondentÓ means a broker (not being a LloydÕs broker) or other
intermediary introducing risks:
(a) directly
to a LloydÕs broker for placing with underwriters; or
(b) if a
non-LloydÕs intermediary, directly to underwriters
otherwise
than under a binding authority;
Ò[É]Ó;
Òrelated
LloydÕs entityÓ has the meaning given to it in the Insurance Intermediaries
Byelaw (No. 8 of 1990, 313);
[ÒsyndicateÓ
means an underwriting member or group of underwriting members of LloydÕs
underwriting insurance business at LloydÕs through the agency of a LloydÕs
underwriting agent to which member or group a particular syndicate number is
assigned by the Council;]
NOTE
ÒunderwriterÓ
means the person or persons at the underwriting box, or deemed by the Committee
to be at the underwriting box, with authority to accept risks on behalf of the
underwriting members of a syndicate.
(2) In
paragraphs 10, 11, 12 and 13 of this regulation references to the LloydÕs
broker or managing agent which applied for approval of the correspondent (the
Òoriginal LloydÕs brokerÓ and Òoriginal managing agentÓ respectively) include a
LloydÕs broker or managing agent which at the time any action under the
regulation is, or is proposed to be, taken is the LloydÕs broker or managing
agent which has assumed in whole or part the responsibilities of the original
LloydÕs broker or original managing agent for the correspondent and has
notified the Committee of such assumption in accordance with such procedures as
the Committee may from time to time prescribe.
NOTE
Schedule of
Correspondents Requiring
Approval
Under the Approval Of
Correspondents
Regulation
1. This
Schedule is issued by the Committee under paragraph 5 of the Approval of
Correspondents Regulation (No. 4 of 1990) (Òthe regulationÓ). Words used in
this Schedule have the meanings given to them in the regulation.
2. Subject
to paragraph 3 of this Schedule and the notes to the table below, the classes
of insurance business marked in respect of any territory with an ÒXÓ in the
table below are classes of insurance business for which approval is required
for that territory for the purposes of the regulation.
3. The
following persons do not require to be approved as coverholders under this
regulation:
(a) LloydÕs
brokers; or
(b) coverholders
under marine open cargo covers.
4. This
Schedule comes into force on 4th October 1990.
Marine Non-Marine, Aviation, Motor
All
Business Direct
Business Reinsurance
Territory Coverholder Open Market
Correspondent Coverholder Open Market
Correspondent Coverholder Open Market
Correspondent
Africa:Ð
(a) Malawi,
Namibia, Republic of South Africa, Zimbabwe X X X X X
(b) Burkina
Faso, Cameroon, Central African Republic, Chad, Gabon, Ivory Coast, Madagascar,
Niger, Senegal, Togo X X X X
Australasia:Ð
Australia, New
Zealand, Papua New Guinea, Vanuatu X X X X X
Canada:Ð
(a) Canadian
Location N.B.1. X X X
(b) US
Location X X N.B.2. X
Cyprus X X X X
E.E.C.
Member States
Belgium X X X X
Denmark X X X X
France,
Monaco and French Overseas Territories business X X X X
Federal
Republic of Germany X X X X
Greece X X X X
Republic of
Ireland X X X X
Italy X X X X
Luxembourg X X X X
Netherlands X X X X
Portugal
(includes the Azores and Madeira) X X X X
Spain
(includes the Balearic and Canary Islands) X X X X
United
Kingdom (and the Channel Islands and the Isle of Man) N.B.3.
Hong Kong X X X X X
Israel X X X X X
Singapore X X X X X
Switzerland X X X X
USA:Ð
(a) Illinois,
Kentucky
(i) US
Location X X X X X
(ii) Canadian
Location N.B.1. X X X
(b) All
other States
(i) US
Location X X N.B.2. X
(ii) Canadian
Location N.B.1. X X X
West
Indies:Ð
Anguilla,
Antigua, Bahamas, Barbados, Belize, Bermuda, Cayman Islands, Dominica, Grenada,
Jamaica, Nevis, Trinidad, Tobago, St. Christopher, St. Lucia, St. Vincent, US
Virgin Islands X X X X X
All other
Territories X X X
117. Audit
Arrangements Byelaw No. 7 of 1998, 1 April 1998
COMMENCEMENT
Subject
to subparagraph (2) this Byelaw came into force on 15 April 1998.
AMENDMENTS
This
byelaw was amended by:
Captive
Corporate Members Byelaw (No. 19 of 1998)
Intermediary
Amendment Byelaw (No. 10 of 2000)
Audit
Arrangements (Amendment) Byelaw (No. 16 of 2000).
EXPLANATORY
NOTE
(This note
is not part of the byelaw)
This
byelaw which comes into force on 15 April 1998:
(i) revokes
the Syndicate Audit Arrangements Byelaw (No. 10 of 1984, 102) (paragraph 16);
and
(ii) introduces
Òrecognised accountantÓ as the generic term for an accountant engaged either by
a syndicate to perform the annual solvency audit or annual syndicate audit or
by a syndicate or LloydÕs broker to act as reporting accountant (parts B &
C).
Any
accountant so engaged is ÒrecognisedÓ by LloydÕs so as to maintain the approval
process necessary to ensure LloydÕs continued compliance with section 83 of the
Insurance Companies Act.
The
Byelaw:
(i) requires
the completion of an application form and the provision to LloydÕs of an
undertaking in the appropriate form (paragraph 6(6)); and
(ii) requires
syndicates and LloydÕs brokers to appoint recognised accountants for reporting
to LloydÕs on compliance matters. The regime for LloydÕs brokers is not yet
fully developed and transitional arrangements set out in paragraph 17 will
apply; and
(iii) empowers
LloydÕs to commission reports from recognised accountants on either general
issues which affect the whole community or ad hoc issues which affect one or
more entity (paragraph 13); and
(iv) imposes
a duty on recognised accountants to report matters of material significance to
LloydÕs (Schedule 2).
PART
AÑINTERPRETATION
1. Interpretation
PART BÑTHE
LIST OF RECOGNISED ACCOUNTANTS
2. The
list
3. Entry
in the list
4. Conditions
of entry in the list
5. Removal
from the list
PART
CÑRECOGNISED ACCOUNTANTS
6. Duty
of Syndicate to appoint recognised accountant in each year
7. Duty
of Broker to appoint recognised accountant in each year
8. Restrictions
on appointment as recognised accountant
9. Resignation
and removal of recognised accountants
10. Rights and
duties of recognised accountants on resignation or removal
11. Appointment
of recognised accountants
12. Disclosure
of information
13. Reports
14. Powers of
Council
15. Notices and
other documents to be sent to membersÕ agents
PART
DÑSUPPLEMENTARY AND TRANSITIONAL
16. Revocation
17. Saving and
transitional provisions
18. Commencement
Schedule
1 Interpretation
Schedule
2 Contents of recognised accountant undertaking
Schedule
3 Terms of appointment
The Council
of LloydÕs in exercise of its powers under section 6(2) of LloydÕs Act 1982 by
special resolution hereby makes the following byelaw.
Part A:
Interpretation
1. Interpretation
Schedule
1 to this byelaw (interpretation) shall have effect.
Part B: the
List of Recognised Accountants
2. The
list
(1) The
Council shall establish and maintain a list of all individuals and firms
entitled to act as a recognised accountant.
(2) The
entry of the name of any individual or firm in the list shall be conclusive in
determining whether that individual or firm is for the time being entitled to
act as a recognised accountant.
(3) Section
26 of the Companies Act 1989 shall be deemed to apply to appointments made for
the purposes of this byelaw.
3. Entry
in the list
(1) Any
eligible person may apply to the Council for the entry of his name in the list;
applications shall be made in accordance with such procedures and shall be
accompanied by such documents and information as the Council may from time to
time determine.
(2) The
Council shall not enter the name of any individual or firm in the list unless
it is satisfied that:
(a) he is
an eligible person;
(b) that
having regard to such other matters as the Council may consider relevant, he is
suitable to be a recognised accountant; and
(c) a
copy of the undertaking as set out in Schedule 2 to this byelaw signed by the
individual or on behalf of the firm has been received by the Council.
(3) The
Council may at any time determine (without prejudice to the other powers of the
Council under paragraph 5) that the entry of the name of any person in the list
shall expire after a specified period being not less than one year from such
determination. Notice of such determination shall be given to the recognised
accountant concerned within 14 days thereof.
4. Conditions
of entry in the list
The
Council may, as a condition of the entry of the name of a person in the list,
or of a personÕs name remaining in the list require that person to provide to
the Council a written undertaking containing provisions to the effect, or
substantially to the effect, set out in Schedule 2 to this byelaw, together
with any such other provisions as the Council may specify.
5. Removal
from the list
(1) The
Council shall remove the name of a recognised accountant from the list:
(a) if it
is satisfied that he is no longer an eligible person; or
(b) if he
so requests [; or
(c) if
three years have elapsed since the termination of his last appointment as a
recognised accountant by any underwriting agent or syndicate.]
(2) The
Council may at any time remove the name of a recognised accountant from the
list if it is satisfied that he does not meet any of the requirements of this
byelaw.
(3) The
Council may at any time remove the name of a recognised accountant from the
list if that recognised accountant:
(a) fails
to comply with any condition or requirement imposed on his name being permitted
to remain in the list under sub-paragraph (4)(b); or
(b) fails
to comply with any term of any undertaking given to the Council under paragraph
4; or
(c) fails
to discharge adequately any of the duties or obligations imposed on recognised
accountants by the LloydÕs syndicate accounting rules or by the Council [; or
(d) fails
to discharge adequately any of the duties or obligations required to be
undertaken or performed by the auditor of an underwriting agent pursuant to the
Companies Act 1985, the Underwriting Agents Byelaw (No. 4 of 1984, 101) or any
other requirement of the Council.]
(4) Where
the Council proposes to remove the name of any recognised accountant from the
list under sub-paragraph (1)(a) [or (c)], (2) or (3) above, the Council shall
give the recognised accountant concerned at least 21 daysÕ notice in writing
specifying the reasons why the Council proposes to act and, before taking any
action under any such sub-paragraph, the Council shall take into account any
representations made by or on behalf of or in support of the recognised
accountant concerned within such period. After taking account of such
representations, the Council shall decide whether to:
(a) remove
the name of that recognised accountant from the list; or
(b) permit
the name of that recognised accountant to remain on the list subject to
compliance with such conditions as the Council may think fit; or
(c) take
no action;
and shall
notify that recognised accountant of its decision.
NOTE
Part C:
Recognised Accountants
6. Duty
of Syndicate to appoint recognised accountant in each year
(1) Every
syndicate shall, in annual general meeting, appoint a recognised accountant for
the following purposes:
(a) the
solvency audit required by paragraph 3.1 of the Solvency and Reporting Byelaw
(No. 13 of 1990, 204) in connection with section 83(4) of the Insurance
Companies Act 1982;
(b) the
annual audit of the annual report, and every personal account or syndicate MAPA
account pursuant to paragraph 14 to the Syndicate Accounting Byelaw (No. 18 of
1994, 326); or
(c) reporting
to the Council pursuant to paragraph 13 of this byelaw.
(2) Every
syndicate shall, in annual general meeting, appoint a recognised accountant on
or before the relevant date in each year, to hold office from the relevant date
in that year until the relevant date in the following year.
(3) No
appointment need be made under sub-paragraph (2) in respect of a syndicate in
the year in which the first appointment of a recognised accountant of the
syndicate is made under paragraph 11(1).
(4) For
the purposes of this paragraph, Òannual general meetingÓ means a meeting called
pursuant to the provisions of paragraph 2(1)(a) of the Syndicate Meetings
Byelaw (No. 11 of 1994, 324).
(5) Any
member of a syndicate intending to propose, at an annual general meeting, any
person or persons as a recognised accountant shall give the managing agent of
that syndicate not less than 21 daysÕ written notice of such intention and of
the identity of the person or persons he intends so to propose.
(6) Any
appointment of a recognised accountant shall include the provisions set out in
Schedules 2 and 3 to this byelaw.
(7) (i)A
syndicate auditor shall not seek any provision from the managing agent of a
syndicate for which it carries out its duties as syndicate auditor exempting
the auditor or any employee of the auditor from, or indemnifying it or any
employee against, any liability which by virtue of any rule of law would
otherwise attach to the auditor in respect of any negligence, default, breach
of duty or breach of trust of which the auditor may be guilty in relation to
the syndicate.
(ii)Sub-paragraph
(i) shall not prevent the auditor:
(a) from
seeking insurance from the managing agent against any such liability; or
(b) seeking
indemnity from the managing agent against the liability incurred in defending
any proceedings (whether civil or criminal) in which judgment is given in the
auditorÕs favour or the auditor is acquitted.
[6A. Duty
of underwriting agent to appoint recognised accountant as auditor
(1) For
its financial year commencing on or after 1 January 2000 and for each financial
year thereafter every underwriting agent shall appoint a recognised accountant
as auditor in accordance with, for the purposes of, and with the duties set out
in, sections 235Ð237 inclusive and Part XI Chapter V of the Companies Act 1985,
Section IV of the Underwriting Agents Byelaw (No. 4 of 1984, 101) and paragraph
13 of this byelaw.
(2) Any
appointment of a recognised accountant as auditor shall include the provisions
set out in Schedules 2 and 3 to this byelaw.
(3) (i)A
recognised accountant appointed pursuant to this paragraph shall not seek any
provision from the underwriting agent for which it carries out its duties
exempting the recognised accountant or any employee of the recognised
accountant from, or indemnifying it or any employee against, any liability
which by virtue of any rule of law would otherwise attach to the recognised
accountant in respect of any negligence, default, breach of duty or breach of
trust of which the auditor may be guilty.
(ii)Sub-paragraph
(i) shall not prevent the recognised accountant;
(a) from
seeking insurance from the underwriting agent against any such liability; or
(b) seeking
indemnity from the underwriting agent against liability incurred in defending
any proceedings (whether civil or criminal) in which judgment is given in the
recognised accountantÕs favour or the auditor is acquitted.]
NOTE
[É]
NOTE
8. Restrictions
on appointment as recognised accountants
(1) The
Council may in granting an eligible person entry of his name in the list under
this byelaw impose such conditions and requirements or grant such exemptions as
it thinks fit whether applying to the eligible person, syndicate or
[underwriting] agent concerned or all of them, and may from time to time during
the currency of any appointment vary or revoke any condition or requirement or
impose additional conditions or requirements.
(2) Without
prejudice to the foregoing, any conditions and requirements prescribed under
sub-paragraph (1):
(a) may
impose requirements which are absolute or which are to vary from time to time
by reference to such factors as are specified in or determined in accordance
with such conditions and requirements;
(b) may
contain incidental, supplementary and transitional provisions.
NOTE
9. Resignation
and removal of recognised accountants
(1) A
recognised accountant may resign from his office by depositing a notice in
writing to that effect at the registered office of the managing agent of the
syndicate [[or underwriting agent, as the case may be]] [É]. The notice shall
operate to terminate his office on the date the notice is deposited or on such
later date (not being more than 60 days from the deposit of the notice) as may
be specified therein.
(2) A
recognised accountant depositing a notice under sub-paragraph (1) above shall
at the same time send a copy of the notice to the Society.
(3) [[An
underwriting]] agent [É] may at any time, after giving to the Society and the
recognised accountant at least 21 daysÕ notice in writing of its intention to
do so, remove any recognised accountant from office.
(4) Where
notice has been given in accordance with sub-paragraph (3), the
[[underwriting]] agent [É] shall take into account any representations made by
or on behalf of or in support of the recognised accountant concerned within
such notice period. After taking into account such representations, the
[[underwriting]] agent or the LloydÕs broker shall decide whether to:
(a) withdraw
the notice of removal; or
(b) take
no action;
and shall
notify the recognised accountant of its decision.
(5) The
removal of a recognised accountant under sub-paragraph (3) above shall not have
effect unless the relevant members of the syndicate in question and the
recognised accountant [[as auditor of the syndicate]] have been given not less
than 21 daysÕ notice in writing by the managing agent of the grounds for such
removal.
(6) Subject
to sub-paragraph (7), if during his term of office a recognised accountant
becomes to his knowledge disqualified by virtue of the conditions and
requirements so prescribed pursuant to paragraph 8(1) from continuing to hold
the office of recognised accountant, he shall thereupon vacate his office, and
he shall give notice in writing that he has done so, specifying the ground of
the disqualification, to the managing agent of the syndicate [[or underwriting
agent, as the case may be]] [É] and to the Society.
(7) Sub-paragraph
(6) above shall not apply until the expiry of two months after the date of his
becoming disqualified and the recognised accountant or the [[underwriting]]
agent [É] concerned may during that period of two months apply to the Council
for an exemption pursuant to paragraph 8(1).
(8) If
to the knowledge of the managing agent of the syndicate [[or underwriting
agent]] [É] concerned, [[as the case may be]] [É]:
(a) a
recognised accountant during his term of office becomes disqualified under
paragraph 8(1) from continuing to hold the office of recognised accountant of
that syndicate; and
(b) the
recognised accountant has not vacated his office in accordance with sub-paragraph
(6) and (7) of this paragraph;
the
[[underwriting]] agent [É] shall by written notice to such recognised
accountant, specifying the ground of the disqualification, forthwith remove him
from office, and shall forthwith give notice in writing of the removal to the
Society.
NOTE
10. Rights
and duties of recognised accountants on resignation or removal
(1) Where
a recognised accountant ceases to hold or resigns his office under paragraph 9
above he shall deposit at the registered office of the managing agent of the
syndicate concerned [[or underwriting agent, as the case may be]] [É], a notice
in writing containing either:
(a) a
statement of any circumstances connected with his removal or resignation, which
he considers should be brought to the attention of the members of the syndicate
or company or partnership, as the case may be; or
(b) a
statement that there are no such circumstances as aforesaid;
and shall
at the same time send a copy of the notice to the Society.
(2) [[An
underwriting]] agent which receives a notice under sub-paragraph (1) above
shall within 14 days of receipt send a copy of the notice to each relevant
member and to the Society.
[É]
NOTE
11. Appointment
of recognised accountants
(1) Where
at any time on or after 15 April 1998 a managing agent commences underwriting
on behalf of the members of a newly formed syndicate, it shall as soon as
practicable thereafter appoint a recognised accountant, to hold office as
syndicate auditor until the relevant date in the following year.
(2) Where:
(a) a
recognised accountant resigns from or vacates his office; or
(b) [[an
underwriting]] agent [É] removes a recognised accountant from office;
and as a
consequence there is no recognised accountant concerned continuing in office,
the [[underwriting]] agent or LloydÕs broker shall within 42 days appoint a new
recognised accountant to hold office until the next relevant date.
(3) Written
notice of every appointment of a recognised accountant under this paragraph
shall not less than 21 days before it is made be given to:
(a) each
relevant member; and
(b) the
Society.
NOTE
12. Disclosure
of information
(1) Every
[[underwriting]] agent [É] shall allow the recognised accountant a right of
access at all times to its accounting and other records.
(2) [[Every
underwriting]] agent [É] and every partner in or director or compliance officer
of [[an underwriting]] agent [É] shall provide to the recognised accountant
such information and explanations as the recognised accountant thinks necessary
for the performance of his duties.
(3) If
a recognised accountant has not obtained all the information and explanations
which, to the best of his knowledge and belief, are necessary for the purposes
of his reports under this byelaw, he shall state that fact in the report which
he makes.
(4) No
[[underwriting]] agent [É], partner in or director or compliance officer of
[[an underwriting]] agent [É] shall fail to give to a recognised accountant any
information required by him pursuant to sub-paragraph (2) above, or shall in
giving or purporting to give any information or explanation which the
recognised accountant so requires, or is entitled so to require, knowingly or
recklessly make a statement which is misleading, false or deceptive in a
material particular.
(5) References
in this paragraph to a recognised accountant include a person carrying out a
further examination pursuant to a direction given under paragraph 13 of this
byelaw.
NOTE
13. Reports
(1) Subject
to sub-paragraph (2) if in any case it appears to the Council that there is
good reason to do so, the Council may upon reasonable notice direct that any
[[underwriting]] agent(s) or any [É] commission a written report from the
syndicates [[or underwriting agentÕs]] [É] recognised accountant on such
subject and in such form as the Council directs.
(2) Any
[[underwriting]] agent [É] directed to commission a report pursuant to
sub-paragraph (1) shall make freely available to the relevant recognised
accountant all information, documents or other material relating to such
report, give them reasonable facilities in his premises for the purpose of
examining such documents or other material and permit them to copy any such
documents or material in its premises or elsewhere.
(3) The
Council may, if it is satisfied that circumstances so justify, require any
managing agent [É] who has been directed to commission a report pursuant to
sub-paragraph (1) to pay or make a contribution towards any costs incurred or
in connection with such report.
NOTE
14. Powers
of Council
(1) Where
there has been a breach of the requirements of paragraph 6, 7, 11(1) or (2),
the Council may give such directions as the circumstances may appear to it to
require, including without limitation a direction that within a specified period
the [[underwriting]] agent [É] appoint as recognised accountant such person or
persons, to hold office for such period, as it may specify. The
[[underwriting]] agent [É] shall comply with any such direction, and shall give
immediate notice of any appointment made pursuant to it to each relevant member
and to the Society.
(2) If
[[an underwriting]] agent [É] does not comply within the specified period with
a direction to appoint a specified person or persons as recognised accountant
given under sub-paragraph (1) above, the Council shall be deemed to be
authorised to make the appointment on behalf of the [[underwriting]] agent [É].
(3) A
recognised accountant appointed under, or pursuant to a direction given under,
this paragraph may not be removed before the expiry of his term of office
without the prior written consent of the Council.
(4) The
Council may direct any executive of [[an underwriting]] agent [É] to furnish to
it any such information and explanations as it may require with respect to or in
connection with any of the matters mentioned in this Part, and for that purpose
may on reasonable notice require any such executive to attend before the
Council or any person authorised by the Council for that purpose.
NOTE
[14A. Recognised
accountant not to act as auditor of the syndicate and its managing agent
A
recognised auditor shall not without the prior written consent of the Council
act both as syndicate auditor for a syndicate and as auditor of the managing
agent of that syndicate.]
NOTE
15. Notices
and other documents to be sent to membersÕ agent
(1) Any
notice or other document which is required by this byelaw to be given or sent
by the managing agent of a syndicate to a member who is a member of the
syndicate under arrangements made by a membersÕ agent shall be given or sent to
that membersÕ agent.
(2) Every
membersÕ agent which receives any document under sub-paragraph (1) above shall
forward it forthwith to the underwriting member to whom it relates.
Part D:
Supplementary and Transitional
16. Revocation
The
following byelaws are revoked:
(1) The
Syndicate Audit Arrangements Byelaw (No. 10 of 1984)
(2) The
Syndicate Audit Arrangements (Amendment) Byelaw (No. 3 of 1985)
(3) The
Syndicate Audit Arrangements (Amendment No. 2) Byelaw (No. 7 of 1989).
17. Saving
and Transitional Provisions
Any
appointment or condition or requirement made or other thing done under the
Syndicate Audit Arrangements Byelaw (No. 10 of 1984) shall be deemed to have
effect as if that appointment condition or requirement or other thing had been
done under this byelaw.
18. Commencement
(1) Subject
to sub-paragraph (2) this byelaw shall come into force on 15 April 1998.
(2) References
and provisions relating in this byelaw to LloydÕs brokers shall not come into
force until such future date is determined by the Council.
Schedule
1ÑInterpretation
In this
byelaw, unless the context otherwise requires, the following expressions have
the following meaningsÑ
Òactive
underwriterÓ has the meaning given in paragraph 1(a) of the Underwriting Agents
Byelaw (No. 4 of 1984, 303);
Òeligible
personÓ means an individual, or a firm, qualified for appointment as auditor of
a company under the terms of the Companies Act 1989 or a company permitted to
act as auditor under the terms of the Companies Act 1985;
ÒexecutiveÓ
means, in relation to [an underwriting] agent, a person who:
(i) is
a director of or a partner in the [underwriting] agent, or a person in
accordance with whose instructions the directors or partners of the
[underwriting] agent are accustomed to act; or
(ii) is
the active underwriter or the run-off manager of any syndicate managed by the
managing agent;
NOTE
ÒlistÓ
means the list of recognised accountants established and maintained by the
Council under this byelaw;
ÒLloydÕs
syndicate accounting rulesÓ means
(i) the
Syndicate Accounting Byelaw (No. 18 of 1994, 326);
(ii) this
byelaw;
(iii) every
other byelaw or regulation made under LloydÕs Acts 1871 to 1982 and for the
time being in force relating to the form or manner in which managing agents are
to account to underwriting members for whom they act as such; and
(iv) every
requirement for the time being prescribed pursuant to any byelaw or regulation
referred to in (i) to (iii) above;
Òmanaging
agentÓ means, as the case may require:
(i) an
underwriting agent which is listed as a managing agent on the register of
underwriting agents maintained under the Underwriting Agents Byelaw (No. 4 of
1984, 303);
(ii) an
underwriting agent which has been appointed to perform the functions of a
managing agent pursuant to the Substitute Agents Byelaw (No. 20 of 1983, 300);
Òmember of
a syndicateÓ means an underwriting member underwriting insurance business as a
member of a syndicate at LloydÕs;
Òrecognised
accountantÓ means an eligible person whose name is for the time being entered
in the list of recognised accountants;
Òrecognised
supervisory bodyÓ means a body established pursuant to section 30 of the
Companies Act 1989;
Òregistered
officeÓ means, in relation to an underwriting agent which is not a company
within the meaning of the Companies Act 1985, its principal place of business
for the time being (other than the Room);
Òrelevant
dateÓ means, in relation to a syndicate, the date the day after the date (or if
more than one the earliest date) on which the annual general meeting of the
syndicate is held pursuant to paragraph 2(1) of the Syndicate Meetings Byelaw
(No. 11 of 1994, 324);
Òrelevant
guidance on confidentialityÓ means any rules or guidance on confidentiality
made or issued by the recognised accountantÕs Recognised Supervisory Body;
Òrelevant
memberÓ means, in relation to any appointment, resignation or removal of a
recognised accountant appointed in relation to a syndicate, an underwriting
member who is or was a member of the syndicate for any relevant year of account
and for this purpose a Òrelevant year of accountÓ is a year of account in
respect of which an underwriting account is under the LloydÕs syndicate
accounting rules required to be included in the annual report next required to
be prepared for the members of the syndicate concerned after that appointment,
resignation or removal;
Òreporting
accountantÓ means an accountant appointed by a LloydÕs broker or a managing
agent on behalf of a syndicate [or an underwriting agent] for the purposes of
reporting to the Council pursuant to paragraph 13 of this byelaw;
NOTE
[ÒsyndicateÓ
means an underwriting member or group of underwriting members of LloydÕs
underwriting insurance business at LloydÕs through the agency of a LloydÕs
underwriting agent to which member or group a particular syndicate number is
assigned by the Council;]
NOTE
Òsyndicate
auditorÓ means, in relation to a syndicate, the person, firm or company
appointed pursuant to paragraph 6 of this byelaw.
[Òunderwriting
agentÓ means a person permitted by the Council to act as an underwriting agent
at LloydÕs and listed on the register of underwriting agents maintained under
the Underwriting Agents Byelaw (No. 4 of 1984, 101.]
NOTE
Schedule
2ÑContents of Recognised
Accountant
Undertaking
In
consideration of the Council of LloydÕs (Òthe CouncilÓ) granting approval of
[ ] (the ÒindividualÓ/the ÒcompanyÓ/the ÒfirmÓ) and
including his/its name in the list of recognised accountants under the Audit
Arrangements Byelaw (No [ ] of ) as amended, extended,
consolidated or re-enacted from time to time (Òthe byelawÓ) I/we hereby provide
the following undertakings to the Council.
1. Inclusion
in the list of recognised accountants
(1) The
[individual/company/firm] recognises that its inclusion in the list of
recognised accountants entitled to act as [[auditor of an underwriting agent or
as]] a syndicate auditor or as a reporting accountant for a syndicate [[or
underwriting agent]] [É] under the provisions of LloydÕs syndicate accounting
rules (Òthe listÓ) is conditional on the provision of the undertakings set out
herein and compliance with such other conditions set out in paragraph 6 as the
Council may have specified.
(2) The
[individual/company/firm] undertakes to comply with such other conditions and
requirements applicable to it as the Council may from time to time impose or
prescribe.
(3) The
[individual/company/firm] agrees that, save as provided in the Appeal Tribunal
Byelaw (No. 32 of 1996, 420) as amended, extended, consolidated or executed
from time to time, it will have no right or claim against the Society of
LloydÕs, or against any body or person included within the definition of Òthe
SocietyÓ in section 14(6) of LloydÕs Act 1982, arising out of or in connection
with the removal of its name from the list.
NOTE
2. Provision
of information in relation to the firm
(1) The
[individual/company/firm] shall notify the Council forthwith, in writing, of
any event or proposed change in circumstances which may affect significantly
the information provided in connection with its application for inclusion in
the list or any periodic review thereof.
(2) A
representative of the [company/firm] may be asked, upon reasonable notice being
given, to attend before the Council, the Committee, the Chairman or a Deputy
Chairman of LloydÕs or an appointed representative thereof.
3. General
(1) The
[individual/company/firm] undertakes that it will comply with those
requirements of the LloydÕs syndicate accounting rules [and accounting rules
for underwriting agents] which are applicable to it as a recognised accountant;
and
(2) the
[individual/company/firm] undertakes to exercise due care in providing reports
and other information in its capacity as recognised accountant.
NOTE
4. Provision
of information in relation to recognised accountant clients
(1) The
[individual/company/firm] acknowledges the duty of the Council to exercise its
powers contained in LloydÕs Acts 1871 to 1982, or in byelaws or regulations
made thereunder, in the interests of members of LloydÕs and LloydÕs
policyholders; and that to facilitate the exercise of such powers the Council
may from time to time reasonably require information or explanations from the
[individual/company/firm] in respect of its work as recognised accountant and
that such information or explanations shall be given by the
[individual/company/firm].
(2) The
[individual/company/firm] undertakes, in response to a request by the Council,
to use reasonable endeavours, to the extent that it may do so lawfully and
ethically, to provide to the Council such information, documents or
explanations in relation to matters of which it has become aware in its
capacity as recognised accountant, for the purpose of the exercise of powers by
the Council contained in LloydÕs Acts 1871 to 1982 or in byelaws or regulations
made thereunder.
(3) The
[individual/company/firm] undertakes to bring to LloydÕs attention without
delay information of which it becomes aware in its capacity as recognised
accountant, when in its opinion there is reasonable cause to believe:
(a) that
the entityÕs authorisation could be withdrawn under paragraph 11 of the
Underwriting Agents Byelaw (No. 4 of 1984, 303) [É] as the case may be; or
(b) that
there is or may be a failure to fulfil any of the criteria of sound and prudent
management and that failure is or may be of material significance to LloydÕs in
determining whether any of its powers of intervention set out in the
Administrative Suspension Byelaw (No. 7 of 1987, 407) and the Misconduct and
Penalties Byelaw (No. 30 of 1996, 418) should be exercised; or
(c) that
there is or may be a contravention of any provision in LloydÕs Acts 1871 to
1982 or in byelaws or regulations made thereunder and that failure is likely to
be of material significance to LloydÕs in determining whether any of its powers
of intervention should be exercised; or
(d) that
the entityÕs continuous functioning may be affected; or
(e) the
[individual/company/firm] concludes that it is precluded from making the appropriate
report without qualifying its opinion.
NOTE
(4) The
[individual/company/firm] undertakes to report any facts and decisions
pertaining to sub-paragraph 4(3) of which it becomes aware in its capacity as
recognised accountant resulting from its client having close links resulting
from a control relationship with another entity for whom the
[individual/company/firm] acts as auditor or reporting accountant. An entity is
closely linked with:
(a) any
person who is or, if he were an entity, would be its parent entity;
(b) any
entity which is its subsidiary entity;
(c) any
entity which is or, if any person falling within sub-paragraph (a) above were
an entity, would be a fellow subsidiary entity; and
(d) any
person in accordance with whose directions or instructions its directors are
accustomed to act;
and any
reference to an entityÕs close links with any person shall be construed
accordingly.
(5) A
representative of the [individual/company/firm] will, upon reasonable notice
being given, attend before the Council, the Committee, the Chairman or any
Deputy Chairman of LloydÕs or any officer of the Society duly authorised by any
one of them.
5. Resignation
and removal
(1) The
[individual/company/firm] may resign its appointment by depositing a notice in
writing to that effect at the registered office of the [[underwriting agent]]
[É] concerned. The notice shall operate to terminate its appointment on the
date the notice is deposited or on such later date (not being more than 60 days
from the deposit of the notice) as may be specified therein.
(2) If
the [individual/company/firm] deposits a notice under sub-paragraph 5(a), it
shall at the same time send a copy of the notice to the Society.
(3) Subject
to sub-paragraph 5(4) of this paragraph, if during its term of office the
[individual/company/firm] becomes to its knowledge disqualified under paragraph
8(1) of the byelaw from continuing to hold the office of recognised accountant
it shall thereupon vacate its office and shall give notice in writing that it
has done so, specifying the ground of the disqualification, to the
[[underwriting agent]] or the registered office of the LloydÕs broker and to
the Society.
(4) Where
the [individual/company/firm] becomes disqualified under paragraph 8(1) of the
byelaw from continuing to hold the office of recognised accountant,
sub-paragraph 5(3) of this paragraph shall not apply until the expiry of two
months after the date of its becoming disqualified and the recognised
accountant or the [[underwriting]] agent concerned may during that period of
two months apply to the Council for an exemption pursuant to paragraph 8(1) of
the byelaw.
(5) Where
the [individual/company/firm] is removed from its office or is not reappointed
to office it shall deposit at the registered office of the [[underwriting
agent]] [É] concerned a notice in writing containing either:
(a) a
statement of any circumstances connected with its removal or resignation, or
with the fact that it has not been so re-appointed (as the case may be), which it
considers should be brought to the attention of the members of the syndicate,
[É] or the underwriting agent; or
(b) a
statement that there are no such circumstances as aforesaid;
and shall
at the same time send a copy of the notice to the Society.
NOTE
6. Further
conditions specified by the Council of LloydÕs
(1) If
it appears to the Council that there is good reason to do so, the Council may
require the [individual/company/firm], upon reasonable notice, to provide
written reports on such subject and in such form as the Council directs.
(2) (a)Subject
to sub-paragraph (b) below the [individual/company/firm] undertakes not to seek
any provision from the [[underwriting agent for which it carries out its duties
as auditor or from the]] managing agent of a syndicate for which it carries out
its duties as syndicate auditor exempting the [individual/company/firm] or any
employee of the [individual/company/firm] from, or indemnifying it against, any
liability which by virtue of any rule of law would otherwise attach to him in
respect of any negligence, default, breach of duty or breach of trust of which
he may be guilty in relation to [[the underwriting agent or to]] the syndicate.
(b)Sub-paragraph
(a) above does not prevent the [individual/company/firm]:
(i) from
seeking insurance from the [[underwriting]] agent against such liability; or
(ii) seeking
indemnity from the [[underwriting]] agent against any liability incurred in
defending any proceedings (whether civil or criminal) in which judgment is
given in his favour or he is acquitted, or in connection with any application
under Section 727 of the Companies Act 1985 (general power to grant relief in
case of honest and reasonable conduct) in which relief is granted to him by the
court.
[[(3) The
[individual/company/firm] undertakes not without the previous written consent
of the Council to act both as syndicate auditor for a syndicate and as auditor
of the managing agent of that syndicate.]]
NOTE
7. Delegation
by the Council
The
[individual/company/firm] acknowledges that any reference in this undertaking
to the Council shall, save where the context otherwise requires, include any
person or body acting by or under the authority of the Council.
8. Interpretation
Unless
the context requires otherwise, all words shall have the meanings given to them
in the byelaw.
Signed:
...............................................................................................
Name and
title:
.....................................................................................
For and on
behalf of
Name of
firm:
........................................................................................
Address:
..............................................................................................
Date:
..................................................................................................
Schedule
3ÑTerms of Appointment
The
provisions referred to in paragraphs 6(6) to this byelaw are:
ÒThe
[identify underwriting agent/[[É]]] hereby acknowledges and declares that no
duty which [identify recognised accountant] might owe to [identify underwriting
agent/[[É]]] shall be contravened by [identify recognised accountant]
communicating in good faith to LloydÕs, any information or opinion on a matter
of which [identify recognised accountant] has (or shall) become aware in its
capacity as recognised accountant and which in the opinion of the recognised
accountant is or may be, relevant to any function of LloydÕs under LloydÕs Act
1982 or any byelaws or regulations made thereunder.Ó
NOTE
118.
Training and Development Byelaw No. 4 of 1999, 14 April 1999
COMMENCEMENT
This
byelaw came into force on 1 January 1999.
EXPLANATORY
NOTE
(This note
is not part of the byelaw.)
This
byelaw revises and consolidates the following byelaws:
(a) LloydÕs
Market Certificate Byelaw (No. 6 of 1989, 109);
(b) LloydÕs
Introductory Test Byelaw (No. 8 of 1985, 104);
(c) Underwriting
Agents Qualifications Byelaw (No. 31 of 1993, 113),
which are
accordingly revoked.
This
byelaw provides that each underwriting agent, run-off company or LloydÕs
adviser shall prepare a training and development plan. LloydÕs brokers are not
required to prepare a training and development plan.
Council
may make requirements under this byelaw that the LloydÕs Introductory Test and
other qualification and experience requirements must be met by certain
individuals as a precondition to carrying out certain functions at LloydÕs.
Such requirements may apply to underwriting agents, LloydÕs brokers, LloydÕs
advisers and run-off companies.
For the
full text of this byelaw, see Part C, 343.
119.
Proportional Reinsurance Syndicates Byelaw No. 9 of 1999, 12 May 1999
COMMENCEMENT
This
byelaw commenced on 6 June 1999.
For the
full text of this byelaw, see Part C, 347.
120.
Underwriting Agents (Amendments No. 16) Byelaw No. 15 of 1999, 8 September 1999
EXPLANATORY
NOTE
(This note
does not form part of the byelaw.)
This
Byelaw revokes the LloydÕs Advisers Byelaw (No. 19 of 1993) and makes
consequential amendments to enable those persons whose name appeared on the
register maintained by the Council under paragraph 2 of that byelaw prior to
its revocation to be included as a class of membersÕ agents within the
Underwriting Agents Byelaw.
The
Byelaw also makes consequential amendments to remove references to LloydÕs
advisers from other byelaws whilst making saving and transitional arrangements
to ensure that former LloydÕs advisers which have not been registered as
membersÕ agents remain subject to LloydÕs enforcement arrangements, if
appropriate.
The
Byelaw comes into force at two dates. The second date of 1 April 2000 (in
accordance with clause 15.2(a) of the Managing AgentÕs Agreement (Corporate
Member)) is to allow those corporate members who have Managing Agents Agreements
which include reference to LloydÕs Advisers to either amend those agreements or
enter into new agreements to reflect the byelaw changes. The changes brought in
on 1 April 2000 will be effective from 1 January 2001.
[The first
27 paragraphs of this byelaw concerned the revocation of the LloydÕs Advisers
Byelaw (No. 19 of 1993, 320) and amendments to the following byelaws, all of
which have been made on the original byelaws:
1. Underwriting
Agents Byelaw (No. 15 of 1999, 101)
2. Membership
Byelaw (No. 17 of 1993, 111)
3. Run-Off
Companies Byelaw (No. 2 of 1995, 114)
4. Individual
Registration Byelaw (No. 3 of 1998, 115)
5. Solvency
and Reporting Byelaw (No. 13 of 1990, 204)
6. Substitute
Agents Byelaw (No. 20 of 1983, 300)
7. Agency
Agreements Byelaw (No. 8 of 1988, 310)
8. Multiple
Syndicates Byelaw (No. 5 of 1989, 311)
9. Run-Off
Years of Account Byelaw (No. 17 of 1989, 312)
10. MembersÕ
Agents (Australia) Byelaw (No. 14 of 1992, 316)
11. Price
Sensitive Information Byelaw (No. 19 of 1995, 328)
12. Conversion
and Related Arrangements Byelaw (No. 22 of 1996, 329)
13. Major
Syndicates Transactions Byelaw (No. 18 of 1997, 332)
14. Training
and Development Byelaw (No. 23 of 1998, 343)
15. Inquiries
and Investigations Byelaw (No. 3 of 1983, 400)
16. Issue of
Proceedings by Council Byelaw (No. 18 of 1983, 402)
17. Suspension:
Supplementary and Consequential Byelaw (No. 19 of 1983, 403)
18. Disclosure
by Directions Byelaw (No. 21 of 1983, 404)
19. Review
Powers Byelaw (No. 5 of 1986, 406)
20. Administrative
Suspension Byelaw (No. 7 of 1987, 407)
21. MembersÕ
Ombudsman Byelaw (No. 13 of 1987, 408)
22. Insurance
Ombudsman Bureau Byelaw (No. 1 of 1989, 411)
23. Information
and Confidentiality Byelaw (No. 21 of 1993, 417)
24. Misconduct
and Penalties Byelaw (No. 30 of 1996, 418)
25. Appeal
Tribunal Byelaw (No. 32 of 1996, 420)
26. Interpretation
Byelaw (No. 1 of 1983, 500)
27. Reconstruction
and Renewal Byelaw (No. 22 of 1995, 519).]
28. Saving
and Transitional arrangements.
For
the purposes of the Suspension: Supplementary and Consequential Matters Byelaw
(No. 19 of 1983, 403); Administrative Suspension Byelaw (No. 7 of 1987, 407);
Suspension Byelaw (No. 7 of 1987, 403); the Members Ombudsman Byelaw (No. 13 of
the 1987, 408); The Insurance Ombudsman Bureau Byelaw (No. 1 of 1989, 411); the
Information and Confidentiality Byelaw (No. 21 of 1993, 417); the Misconduct
and Penalties Byelaw (No. 30 of 1996, 418); the Appeal Tribunal Byelaw (No. 32
of 1996, 420); the Reconstruction and Renewal Byelaw (No. 22 of 1995, 519) the
expressions Òunderwriting agentÓ or ÒmembersÕ agentÓ, as appropriate shall
where the context so admits include any person whose name was formerly entered
on the register of LloydÕs advisers previously maintained by the Council under
paragraph 2 of the LloydÕs Adviser Byelaw (No. 19 of 1993, 112) where that
person has not been registered as a membersÕ agent under paragraph 68 of the
Underwriting Agents Byelaw (No. 4 of 1984, 101).
29. Commencement.
(a) Subject
to sub-paragraph (b), this byelaw shall come into force on 9 September 1999.
(b) For
the purpose of all existing Managing AgentÕs Agreements (Corporate Members)
which are in the standard form as set out in Schedule 4 of the Agency
Agreements Byelaw (No. 8 of 1988) and any such agreements that have been
amended or varied with the consent of the Council but which retain the
expression ÒLloydÕs AdviserÓ this byelaw shall come into force on 1 April 2000.
121.
LloydÕs Claims Byelaw No. 12 of 2000, 21 August 2000
COMMENCEMENT
This
byelaw came into force on 21 August 2000.
EXPLANATORY
NOTE
(This note
is not part of the byelaw.)
This
byelaw comes into force on 21 August 2000. It revokes the LloydÕs 1994 Claims
Scheme Byelaw (No. 4 of 1994, 323) from a date to be determined by the Council.
This
byelaw provides the legal framework for the transfer to a service provider of
those functions of LloydÕs that are carried out by that part of LloydÕs
currently known as LCO (paragraph 2(1)).
In
addition, it provides for the carrying on by LloydÕs, whether through a
delegate (under paragraph 3(6)) or otherwise, of those services currently
undertaken by LCO. The Council is empowered to direct persons to use the
services of LCO or its delegate or any transferee (paragraph 4), and may impose
conditions and requirements on any use of those services (paragraph 5).
The
byelaw provides for the provision by brokers of claims information and relevant
documents to underwriters of following syndicates (paragraph 6). It also
provides for information to be provided to the Society or any service provider
(paragraphs 6Ð9). The Council may prescribe charges and expenses in connection
with claims services (paragraph 10) and may make regulations, codes of practice
and manuals in relation to claims (paragraph 11).
For the
full text of this byelaw, see Part E, 528
122. Annual
Subscribers Byelaw No. 15 of 2000, 4 October 2000
COMMENCEMENT
This
byelaw came into force on 1 November 2000.
EXPLANATORY
NOTE
(This note
is not part of the byelaw.)
This
byelaw revokes the Annual Subscribers, Associates, Substitutes and Others
Byelaw (No. 8 of 1993, 110) and provides for the establishment of a new
register of annual subscribers.
The Council
of LloydÕs in exercise of its powers under section 6(2) of, and paragraphs (3),
(4), (21), (24), (30) and (39) of Schedule 2 to, LloydÕs Act 1982 by special
resolution hereby makes the following byelaw.
Part
AÑAnnual Subscribers
1. The
Register
(1)
The Council shall establish and maintain a register of annual subscribers.
(2)
The Register shall be in such form and contain such particulars as the Council
may determine.
2. Requirement
to be registered as an annual subscriber
The
Council may, in accordance with any criteria or guidelines that it may from
time to time prescribe, require any person who wishes to be admitted to the
premises of the Society to conduct insurance business to be registered as an
annual subscriber.
3. Applications
for registration
(1)
Any person required to be registered as an annual subscriber may apply to the
Council for his name to be entered in the Register.
(2)
An application shall be made in accordance with such procedures and shall be
accompanied by such documents and information as the Council may from time to
time prescribe.
(3)
The Council may require an application to include written support in such form
and manner as the Council may determine from the person on whose behalf the
applicant is to conduct insurance business.
(4)
At any time after receiving an application and prior to its determination, the
Council may require the applicant to supply additional documents and
information to the Council.
4. Powers
of the Council
(1)
Subject to this byelaw, the Council may:
(a) consider
any application for entry in the Register;
(b) refuse
or grant any application;
(c) on
the grant of any application, cause the name of the applicant to be entered in
the Register and issue an annual subscriberÕs pass to the applicant entitling
him to enter the premises of the Society;
(e) review
the registration of any annual subscriber in accordance with paragraph 7;
(f) remove
the name of any annual subscriber from the Register in accordance with
paragraph 8; and
(g) direct
that any annual subscriberÕs pass be surrendered to the Council.
(2)
The registration of an annual subscriber shall be either for a specific period
or expressed to be for an indefinite period.
5. Criteria
for registration
(1)
An applicant shall not be registered as an annual subscriber unless the Council
is satisfied that:
(a) he is
suitable to be so registered;
(b) he
has passed or secured exemption from any examination required by the Council.
(2)
The burden is at all times on the applicant to demonstrate to the Council that
he satisfies the criteria for registration as an annual subscriber.
6.
Conditions
In
registering an applicant as an annual subscriber or following a review under
paragraph 7, the Council may impose such conditions and requirements as are in
its view reasonable and necessary.
7. Review
of registration
(1)
The Council may at any time and from time to time conduct a review of the
registration of an annual subscriber for the purpose of determining whether he
continues to qualify for registration or whether there are any grounds for
exercising any other power of the Council.
(2)
In connection with any such review the Council may require that the annual
subscriber provide such documents and information as the Council may specify
and comply with such requirements as the Council may from time to time determine
relating to the procedures for conducting any such review.
8. Removal
from the register
(1)
The Council may at any time remove the name of an annual subscriber from the
Register if:
(a) the
annual subscriber so requests;
(b) in
the opinion of the Council, he ceases to be suitable to be an annual
subscriber;
(c) he
fails or ceases to comply with any condition imposed on him under paragraph 6;
(d) any
fee due from or in respect of the annual subscriber has been unpaid for a
period of two months from the due date of payment;
(e) the
period of registration has expired; or
(f) in
the opinion of the Council, that is necessary to protect the interests of the
Society.
(2)
Where the Council considers that there are grounds for removing the name of the
annual subscriber from the Register the Council may if it considers it
appropriate:
(a) direct
the annual subscriber to surrender his annual subscriberÕs pass;
(b) postpone
the removal of the name of the annual subscriber from the Register for such
period as the Council may specify or until the Council shall otherwise
determine and, in connection with such postponement, give such directions as it
may think fit.
9. Duty to
report certain matters to the Council
An
annual subscriber shall immediately report to the Council such matters as the
Council may from time to time prescribe.
10. Power
of the Council to prescribe fees
(1)
Every applicant shall pay to the Society such fees as the Council may require.
(2)
For the purposes of this paragraph the Council mayÑ
(a) determine
the amount of any fees;
(b) determine
the time or times for the payment of any fees;
(c) provide
for the exemption from the payment of, or the return of or abatement of, any
fees;
(d) charge
interest on such amounts of fees as are unpaid on the due date of payment at a
rate determined by the Council; and
(e) make
different provision for different cases.
Part
BÑRevocations, Amendments and Transitional Provisions
11.
Revocation of the Annual Subscribers, Associates, Substitutes and Others Byelaw
The
Annual Subscribers, Associates, Substitutes and Others Byelaw (No. 8 of 1993,
110) is revoked.
12.
Provisions applying to existing annual subscribers and to substitutes
(1)
The Council may cause the name of any annual subscriber whose name appeared in
the register of annual subscribers and associates established under the Annual
Subscribers, Associates, Substitutes and Others Byelaw (No. 8 of 1993, 110)
immediately prior to the revocation of that byelaw to be entered in the
Register for such period as the Council may in each case determine.
(2)
The Council may cause the name of any substitute whose name appeared in the
list of substitutes and representatives established under the Annual
Subscribers, Associates, Substitutes and Others Byelaw (No. 8 of 1993, 110)
immediately prior to the revocation of that byelaw to be entered in the
Register for such period as the Council may in each case determine.
13.
Amendment of the Underwriting Agents Byelaw
[These
amendments have been made on the original byelaw.]
14.
Amendment of the Membership (Entrance Fees and Annual Subscriptions) Byelaw
(No. 9 of 1987, 105)
[These
amendments have been made on the original byelaw.]
15.
Amendment of the Membership Byelaw (No. 17 of 1993, 111)
[These
amendments have been made on the original byelaw.]
16.
Amendment of the Inquiries and Investigations Byelaw (No. 3 of 1983, 400)
[These
amendments have been made on the original byelaw.]
17.
Amendment of the Suspension: Supplementary and Consequential Matters Byelaw
[These
amendments have been made on the original byelaw.]
18.
Amendment of the Administrative Suspension Byelaw
[These
amendments have been made on the original byelaw.]
19.
Amendment of the MembersÕ Ombudsman Byelaw
[These
amendments have been made on the original byelaw.]
20.
Amendment of the Arbitration Scheme Rules made under the LloydÕs Arbitration
Scheme (Members and Underwriting Agents Arbitration Scheme) Byelaw
[These
amendments have been made on the original byelaw.]
21.
Amendment of the Information and Confidentiality Byelaw
[These
amendments have been made on the original byelaw.]
22.
Amendment of the Misconduct and Penalties Byelaw
[These
amendments have been made on the original byelaw.]
23.
Amendment of the Appeal Tribunal Byelaw
[These
amendments have been made on the original byelaw.]
24.
Amendment of the Council and Committee Byelaw (No. 18 of 1996, 521)
[These
amendments have been made on the original byelaw.]
25.
Commencement
This
byelaw shall come into force on 1 November 2000.
123. LloydÕs
Brokers Byelaw No. 17 of 2000, 6 December 2000
COMMENCEMENT
This
byelaw came into force on 1 January 2001.
EXPLANATORY
NOTE
(This note
is not part of the byelaw.)
This
byelaw replaces the LloydÕs Brokers Byelaw (No. 5 of 1988).
The Council
of LloydÕs in exercise of its powers under sections 6(2) and 8(3) of, and
paragraphs (12), (14), (19) and (41) of Schedule 2 to, LloydÕs Act 1982 by
special resolution hereby makes the following byelaw.
Part
AÑLloydÕs Brokers
1. Registration
(1) The
registration of persons as LloydÕs brokers and the renewal, review and
withdrawal of such registration shall be under the control of the Council.
(2) The
Council shall maintain a register of LloydÕs brokers which shall be in such
form and contain such particulars as the Council may from time to time
determine.
2. Applications
for registration
(1) Any
person who wishes to be registered as a LloydÕs broker (Òan applicantÓ) may
apply to the Council for its name to be entered in the register.
(2) Applications
shall be made in accordance with such procedures and shall be accompanied by
such documents and information as the Council may from time to time determine.
3. Powers
of the Council
(1) Subject
to this byelaw, the Council shall have power to:
(a) consider
any application for entry in the register of LloydÕs brokers and any
application for the renewal of such entry;
(b) on
the grant of any such application, cause the name of the applicant (and all
particulars which the Council may determine in accordance with paragraph 2) to
be entered in the register of LloydÕs brokers;
(c) review
the registration of any LloydÕs broker in accordance with paragraph 7;
(d) remove
the name of any LloydÕs broker from the register in accordance with paragraph
8.
(2) The
registration of a LloydÕs broker shall be either for a specific period or
expressed to be for an indefinite period.
4. Criteria
for registration
(1) An
applicant shall not be registered as a LloydÕs broker unless the Council is
satisfied that it is suitable to be a LloydÕs broker.
(2) An
applicant shall not be registered as a LloydÕs broker unless it satisfies one
of the following requirements:
(a) if
the applicant engages in insurance activities from a permanent place of
business in the United Kingdom, the applicant shall be a member of the General
Insurance Standards Council; or
(b) if
the applicant engages in insurance activities otherwise than from a place of
business in the United Kingdom then the applicant must demonstrate to the
Council that it meets the General Insurance Standards CouncilÕs requirements
and rules from time to time in force with such adaptation, if any, as the
Council considers necessary having regard to the applicant and to the law under
which the applicant was formed, created or incorporated.
(3) In
deciding whether an applicant is suitable to be a LloydÕs broker the Council
shall have regard to the following criteria:
(a) the
adequacy of the applicantÕs professional indemnity insurance;
(b) the
ability and willingness of the applicant to comply with such principles and
standards for the conduct of business in the London insurance market as the
Council may from time to time endorse, recognise or prescribe;
(c) the
adequacy, suitability and compatibility of the applicantÕs systems, protocols
and arrangements for the conduct of business in the London insurance market;
(d) the
ability and willingness of the applicant to enter into an agreement with each
managing agent with whom it intends to place business recording the general
terms and conditions on which business will be conducted between them;
(e) the
adequacy of the capital of the applicant;
(f) the
character, suitability and reputation of the directors or partners of the
applicant and of its employees and controllers;
(g) the
knowledge and experience of the conduct of business in the London insurance
market of the directors or partners of the applicant and of its employees and
agents;
(h) the
applicantÕs membership of any body, group or organisation that the Council
considers to be necessary or desirable;
(i) the
adequacy of any undertaking given or offered to be given to the Council by a
third party to guarantee the applicantÕs financial and other obligations to the
Society and to members of the LloydÕs community; and
(j) any
other matter which in the opinion of the Council should be taken into account
in deciding whether an applicant is suitable to be a LloydÕs broker.
5. Additional
requirements
(1) The
Council may at any time require a LloydÕs broker to become a member of the
General Insurance Standards Council if it becomes eligible to be a member of
the General Insurance Standards Council.
(2) The
Council may at any time require a LloydÕs broker or an applicant whose
financial position is uncertain to provide the Society with funds or other
security (including, but not limited to letters of credit, charges or
guarantees) for the settlement and payment of insurance transactions on its
behalf or to discharge any obligation incurred by them as a LloydÕs broker to
the Society or to any other person.
(3) With
the exception of LloydÕs brokers registered in accordance with paragraph 12 of
this byelaw, during the first period of registration of a LloydÕs broker, the
Council may direct that the LloydÕs broker shall only describe and hold itself
out as a provisionally accredited LloydÕs broker.
(4) A
LloydÕs broker shall, prior to placing business with a managing agent, enter
into an agreement with that managing agent recording the general terms and
conditions on which business will be conducted between them and the Council may
from time to time prescribe matters which are to be recorded in such an
agreement.
6. Professional
indemnity insurance
(1) The
Council may from time to time prescribe such conditions and requirements as it
may consider appropriate regarding the taking out and maintenance by LloydÕs
brokers of insurance with insurers of such classes or descriptions as may be
prescribed against losses arising from claims in respect of any description of
civil liability incurred by them, or by employees of theirs, in connection with
their businesses (and so that such conditions and requirements may include a
requirement that specified proportions of such losses be insured with insurers
of specified classes or descriptions), and may from time to time add to, alter
or withdraw any condition or requirement so prescribed.
(2) Without
prejudice to the generality of sub-paragraph (1) above, any conditions and
requirements under that sub-paragraph:
(a) may
specify the conditions which an insurance policy must satisfy for the purposes
of this paragraph;
(b) may
regulate the amounts in which insurance is to be effected and provide for the
determination of those amounts by reference to such factors as may be
specified; and
(c) may
make provision for different cases or different classes of cases.
7. Review
of registration
(1) The
Council may from time to time conduct a review of a LloydÕs brokerÕs
registration under this byelaw for the purpose of determining:
(a) whether
the LloydÕs broker in question continues to qualify for registration under
paragraph 4;
(b) whether
there are or may be any grounds for exercising any power of the Council under
paragraph 8.
(2) In
connection with any such review the Council may require that the LloydÕs broker
provide such documents and information as the Council may specify.
8. Removal
from the register
(1) The
Council shall remove the name of a LloydÕs broker from the register if the
LloydÕs broker ceases to comply with paragraph 10 (divestment);
(2) The
Council may at any time remove the name of a LloydÕs broker from the register
if that LloydÕs broker:
(a) ceases
to comply with any of the requirements of this byelaw for the time being
applicable to it;
(b) is
not in the opinion of the Council a body which is suitable to be a LloydÕs
broker;
(c) ceases
for any reason to be a member of the General Insurance Standards Council;
(d) registration
has expired; or
(e) so
requests.
(3) Where
the Council considers that there are grounds for removing the name of a LloydÕs
broker from the register under any of the preceding provisions of this
paragraph (other than paragraph 8(1)) the Council may, if it considers that
there is good reason to do so:
(a) postpone
the removal of the name of the LloydÕs broker from the register for such period
as the Council may specify from time to time or until the Council shall
otherwise determine;
(b) in
connection with such postponement at any time and from time to time give such
directions as it may think fit, including without limitation:
(i) a
direction that the LloydÕs broker shall not carry on any business or activity,
or business or activity of a specified class or description, at LloydÕs;
(ii) a
direction that the LloydÕs broker shall not hold itself out as a LloydÕs
broker.
(4) Notwithstanding
that the name of a LloydÕs broker has been removed from the register, the
Council may, if it considers that there is good reason to do so, and on such
conditions and for such period as it thinks fit, permit:
(a) that
LloydÕs broker to continue to broke insurance business at LloydÕs; or
(b) any
other person to broke insurance business at LloydÕs on behalf of that LloydÕs
broker
for the
purposes only of discharging the continuing functions of that LloydÕs broker in
connection with insurance contracts and binding authorities effected by it or
for which it had undertaken responsibility before the date of such removal from
the register of LloydÕs brokers.
9. Power
of the Council to prescribe fees
(1) Every
applicant shall pay to the Society such fees as the Council may from time to
time require.
(2) Every
LloydÕs broker shall pay to the Society such fees as the Council may from time
to time require.
(3) For
the purposes of this paragraph the Council may:
(a) determine
the amount of fees in accordance with a specified scale or other specified
factors;
(b) provide
for the return or abatement of any fees in specified circumstances; and
(c) make
different provisions for different cases.
10. Divestment
No
LloydÕs broker shall be a managing agent (as defined in section 12(1)(a) of
LloydÕs Act 1982) or associated with a managing agent (as defined in section
10(2) of LloydÕs Act 1982) unless the Council otherwise agrees in accordance
with section 10(4) of LloydÕs Act 1982.
11. Prohibition
on unregistered persons broking insurance business at LloydÕs
Subject
to any byelaw made under section 8(3) of LloydÕs Act 1982 by which underwriting
members are permitted to accept or place business otherwise than from or
through a LloydÕs broker, no person may broke insurance business at LloydÕs
unless registered as a LloydÕs broker under this byelaw.
Part
BÑTransitional Provisions
12. Provisions
applying to existing LloydÕs brokers
(1) The
Council shall on 1 January 2001 cause the name of every LloydÕs broker whose
name appeared on 31 December 2000 in the register of LloydÕs brokers maintained
in accordance with the LloydÕs Brokers Byelaw (No. 5 of 1988, 106) to be
entered into the register of LloydÕs brokers maintained in accordance with this
byelaw.
(2) The
registration of a LloydÕs broker effected under this paragraph shall be for a
period of two years from the date of such registration.
Part
CÑMiscellaneous and Supplementary Provisions
[This Part
consists of revocations and amendments, all of which have been made on the
original byelaws.]
21. Commencement
This
byelaw shall come into force on 1 January 2001.
BÑPrudential
Supervision
This
heading brings together all the provisions in the various byelaws relating to
the financial standards which the corporate entities and individuals are
required to meet in order to gain entry into the market and maintain throughout
their tenure in the market.
200. The
Underwriting Agents Byelaw No. 4 of 1984, 14 May 1984
COMMENCEMENT
This
byelaw commenced on 14 May 1984.
AMENDMENTS
This
byelaw was amended by
Underwriting
Agents (Amendment) Byelaw (No. 8 of 1987)
Underwriting
Agents (Amendment No. 2) Byelaw (No. 4 of 1988)
LloydÕs
Market Certificate Byelaw (No. 6 of 1989)
Underwriting
Agents (Amendment No. 3) Byelaw (No. 9 of 1989)
Underwriting
Agents (Amendment No. 4) Byelaw (No. 14 of 1989)
Underwriting
Agents (Amendment No. 5) Byelaw (No. 18 of 1989)
Underwriting
Agents (Amendment No. 6) Byelaw (No. 4 of 1990)
Miscellaneous
Administrative Provisions (No. 2) Byelaw (No. 1 of 1993)
Underwriting
Agents (Amendment No. 7) Byelaw of 1993 (No. 7 of 1993)
Annual
Subscribers, Associates, Substitutes and Others Byelaw (No. 8 of 1993)
Information
and Confidentiality Byelaw (No. 21 of 1993)
Underwriting
AgentsÕ Qualifications (Miscellaneous Amendments) Byelaw (No. 32 of 1993)
Transitional
and Conversion Arrangements (Corporate Member) Byelaw (No. 9 of 1994)
Underwriting
Agents (Amendment No. 8) Byelaw (No. 13 of 1994)
CompaniesÕ
Accounts (Miscellaneous Amendments) Byelaw (No. 15 of 1994)
Syndicate
Accounting Byelaw (No. 18 of 1994)
Underwriting
Agents (Amendment No. 9) Byelaw (No. 3 of 1995)
Underwriting
Agents (Amendment No. 10) Byelaw (No. 8 of 1995)
Underwriting
Agents (Amendment No. 11) Byelaw (No. 15 of 1995)
Appeal
Tribunal Byelaw (No. 18 of 1995)
Underwriting
Agents (Amendment No. 12) Byelaw (No. 5 of 1996)
Conversion
and Related Arrangements Byelaw (No. 22 of 1996).
Underwriting
Agents (Amendment No. 13) Byelaw (No. 36 of 1996)
Underwriting
Agents (Amendment No. 14) Byelaw (No. 20 of 1997)
Underwriting
Agents (Amendment No. 15) Byelaw (No. 14 of 1998)
Captive
Corporate Members Byelaw (No. 19 of 1998)
Premiums
Trust Fund and Regulating Trustee Byelaw (No. 22 of 1998)
Training
and Development Byelaw (No. 23 of 1998)
Proportional
Reinsurance Syndicates Byelaw (No. 9 of 1999)
Underwriting
Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Revocations
Byelaw (No. 16 of 1999)
Run-Off
Years of Account (Revocation) Byelaw (No. 1 of 2000)
LloydÕs
Policy Signing Office Byelaw (No. 11 of 2000)
Annual
Subscribers Byelaw (No. 15 of 2000)
LloydÕs
Brokers Byelaw (No. 17 of 2000)
Underwriting
Agents (Amendment No. 17) Byelaw (No. 2 of 2001).
For the
full text of this byelaw, see Part A, 101.
201. The
Syndicate Premium Income Byelaw No. 6 of 1984, 6 August 1984
COMMENCEMENT
This
byelaw commenced on 6 August 1984.
AMENDMENTS
This
byelaw was amended by
Syndicate
Premium Income (Amendment) Byelaw (No. 5 of 1987)
Syndicate
Premium Income (Amendment No. 2) Byelaw (No. 3 of 1990)
Syndicate
Premium Income (Amendment No. 3) Byelaw (No. 12 of 1991)
Syndicate
Premium Income (Amendment No. 4) Byelaw (No. 11 of 1992)
Miscellaneous
Administrative Provisions (No. 3) Byelaw (No. 2 of 1993)
Underwriting
Agents (Amendment No. 7) Byelaw of 1993
Corporate
Members (Consequential Amendments) Byelaw (No. 20 of 1993)
Syndicate
Premium Income (Amendment No. 5) Byelaw (No. 22 of 1993)*
MembersÕ
Agents (Information) (Amendment No. 2) Byelaw (No. 4 of 1995)
Appeal
Tribunal Byelaw (No. 18 of 1995)
Individual
Registration Byelaw (No. 13 of 1996)
New Central
Fund Byelaw (No. 23 of 1996)
Intermediary
Amendment Byelaw (No. 10 of 2000)
LloydÕs
Policy Signing Office Byelaw (No. 11 of 2000).
1. Interpretation
(a) In
this byelaw the following expressions have the following meaningsÑ
[Òactive
underwriterÓ has the meaning given in paragraph 1(a) of the Underwriting Agents
Byelaw (No. 4 of 1984, 101);]
NOTE
[ÒCentral
FundÓ has the meaning given in the Schedule to the Central Fund Byelaw (No. 4
of 1986, 506);]
NOTE
[Ògross
premium incomeÓ means premium income before the deduction of any qualifying
reinsurance premiums;]
NOTE
[É]
NOTE
Òmember of
a syndicateÓ means an underwriting member underwriting insurance business as a
member of a syndicate at LloydÕs;
[ . . . ]
ÑÑÑÑÑÑÑÑÑÑ
* The
amendments made by this byelaw apply in relation only to reinsurance premiums
and arrangements allocated to the 1994 year of account or any subsequent year
of account of a reinsured syndicate, save only for paragraph 1A(a), as amended,
of the main byelaw.
NOTE
ÒmemberÕs
syndicate premium incomeÓ means premium income of a member of a syndicate
arising out of insurance business underwritten through that syndicate;
ÒmemberÕs
syndicate premium limitÓ meansÑ
(a) the
limit prescribed by or on behalf of a member of a syndicate on the amount of
insurance business [allocable] to a year of account which is to be underwritten
on his behalf through that syndicate (such limit being expressed as the maximum
permissible amount of his memberÕs syndicate premium income allocatable to that
year of account); or
(b) where
a limit lower than that referred to in (a) above is prescribed by or under the
authority of the Council or the Committee, that lower limit;
NOTE
Òpremium
incomeÓ means, in relation to an underwriting member, the aggregate of the
premiums credited to him less, or net of, [qualifying reinsurance premiums,]
brokerage, discount, commission, premium tax and returns;
NOTE
Òpremium
taxÓ means any tax charged upon or any monies withheld from a premium by or on
behalf of any statutory, governmental, state, provincial or local governmental
authority, body or official;
[Òrelevant
membersÕ agentÓ means, in relation to a syndicate, a membersÕ agent for the
time being acting as such for a member of the syndicate in relation to that
syndicate;]
NOTE
[Òqualifying
reinsurance premiumsÓ means premiums paid under reinsurance arrangements
described in [paragraph 1A];]
NOTE
ÒreturnÓ
means a premium returned to an assured in respect of a policy underwritten or
subscribed by an underwriting member;
[. . . ;]
NOTE
Òsyndicate
allocated capacityÓ means, in relation to a syndicate, the aggregate of the
memberÕs syndicate premium limits of all the members for the time being of the
syndicate;
Òsyndicate
premium incomeÓ means, in relation to a syndicate, the aggregate of the
memberÕs syndicate premium income of all the members for the time being of the
syndicate.
Allocation
of Insurance Business to Years of Account
(b) Insurance
business underwritten through a syndicate at LloydÕs shall for the purposes of
this byelaw be allocated to a year of account in accordance with the accounting
policies for the time being adopted in respect of that syndicate by its
managing agent, unless the [Council] upon application in a particular case
otherwise directs.
NOTE
Allocation
of Premium Income to Years of Account
(c) For
the purposes of this byelawÑ
(i) subject
to (ii) and (iii) below, premium income shall be allocated to the same year of
account as the insurance business out of which it arises;
(ii) where
a year of account of a syndicate is closed by reinsuring all liabilities
outstanding in respect of insurance business allocated to it into a later year
of account of the same syndicate (Òthe later yearÓ), any payments subsequently
received or made by way of additional premiums or returns in respect of such
business shall be allocated to the later year, but the premium in respect of
such reinsurance to close shall not itself be treated as premium income
[allocable] to the later year;
NOTE
(iii) where
a year of account of a syndicate is closed by reinsuring all liabilities
outstanding in respect of insurance business allocated to it into a later year
of account of a different syndicate (Òthe reinsuring syndicateÓ)Ñ
(aa) any payments
subsequently received or made by way of additional premiums or returns in
respect of such business; and
(bb) the premium in
respect of such reinsurance to close, shall be treated as premium income of the
reinsuring syndicate and shall be allocated to such later year of account;
provided that the [Council] may, if upon application it thinks fit, determine
that the premium in respect of such reinsurance to close shall not be taken
into account in calculating whether the syndicate allocated capacity of the
reinsuring syndicate for such later year of account, or the memberÕs syndicate
premium limit of any member of the reinsuring syndicate for that year of
account, has been or is likely to be exceeded.
NOTE
Time of
Credit of Premium Income
(d) For
the purposes of this byelaw premium income shall be treated as credited to an
underwriting memberÑ
(i) where
it arises out of insurance business in respect of which a policy has been or is
to be issued and signed by LPSO, in accordance with the central accounting
system;
(ii) where
it arises out of other insurance business, in accordance with the accounting
policies for the time being adopted by the managing agent of the syndicate
through which that business is underwritten.
Translation
of Currency
(e) For
the purposes of this byelaw premium income which is credited in a currency
other than sterling shall be translated into sterling in such manner as the
[Council] may from time to time prescribe.
NOTE
[. . .]
NOTE
[1A.
Qualifying reinsurance premiums
(a) For
the purposes of this byelaw, 90 per cent of premiums paid by a member of a
syndicate under reinsurance arrangements made with Pool Reinsurance Company
Limited shall be treated as qualifying reinsurance premiums.
(b) For
the purposes of this byelaw, premiums (other than any premiums treated as
qualifying reinsurance premiums under sub-paragraph (a) above) paid by a member
of a syndicate under any reinsurance arrangement (not exceeding in aggregate
the proportion prescribed for the time being of his memberÕs syndicate premium
limit for that syndicate) shall be treated as qualifying reinsurance premiums
only ifÑ
(i) the
reinsurance arrangement is quota share reinsurance of all insurance business
underwritten through the ceding syndicate and allocated to the year of account
within such category or categories as the managing agent considers appropriate;
(ii) at
the date on which the reinsurance arrangement is effected the managing agent
estimates that premiums receivable by the ceding syndicate in respect of
insurance business within the category or categories concerned to be
underwritten in accordance with the syndicateÕs business plan for the year of
account will be equal to at least 15 per cent of the syndicate allocated
capacity of the syndicate;
(iii) the
insurance business reinsured by such reinsurance arrangement falls within a
class or classes of business for the time being prescribed by the Council for
the purposes of this paragraph;
(iv) the
percentage quota share ceded under the reinsurance arrangement does not exceed
50 per cent. and does not vary under the reinsurance arrangement according to
the category of insurance business reinsured;
(v) the
reinsurance arrangement does not make provision for the resumption of risk by
the ceding syndicate within 30 months of the commencement of the year of
account to which the reinsurance arrangement relates;
(vi) unless
the Council otherwise agrees in any particular case, where the reinsurer under
the reinsurance arrangement is not a member of LloydÕs eitherÑ
(aa) the reinsurer is
incorporated in a state, province or territory, and complies with criteria as
to financial resources, respectively specified for the time being by the
Council for the purposes of this paragraph; or
(bb) the reinsurance
arrangement is secured by a letter of credit complying with criteria for the
time being specified by the Council for the purposes of this paragraph;
(vii) before
effecting the reinsurance arrangement the managing agent of the ceding
syndicate has given notice in writing to the Society, every relevant membersÕ
agent, and to every member of the syndicate which is a corporate member, for
the year of account concerned of its intention to effect such a reinsurance
arrangement on behalf of the members of the syndicate, giving particulars of
the following mattersÑ
(aa) the name of the
proposed reinsurer (identifying each syndicate at LloydÕs, if any);
(bb) the percentage
quota share to be reinsured;
(cc) the
category or categories of business to be reinsured;
(dd) the estimated
premium to be ceded;
(ee) the period for
which the reinsurance arrangement is proposed to be effected (including
particulars of any cancellation clauses);
(ff) the
profit commission percentage;
(gg) the overriding
commission percentage; and
(hh) other particulars
as are for the time being prescribed by the Council for the purposes of this
sub-paragraph (vii).
(c) Where
a reinsurance arrangement is effected with reinsurers other than members of
LloydÕs on behalf of members of a syndicate andÑ
(i) the
premiums payable thereunder are qualifying reinsurance premiums; and
(ii) the
syndicate allocated capacity for a year of account would be exceeded if the
qualifying reinsurance premiums so payable were not under paragraph 1(a) to be
deducted from premiums credited to members of the syndicate in calculating
their premium income for the purpose of this byelaw,
the
members of the syndicate shall pay a contribution to the [New] Central Fund
equal to 1.5 per cent of the amount of such excess, payable on such date or
dates and at such interval or intervals as the Council may from time to time
prescribe.
(d) The
Council may from time to timeÑ
(i) prescribe
classes of insurance business for the purposes of this paragraph;
(ii) prescribe
the proportion of a memberÕs syndicate premium limit by reference to which the
amount of qualifying reinsurance premiums is limited (and prescribe different
proportions in respect of different classes of business);
(iii) for
the purposes of sub-paragraphs (a) and (b)(ii) and (iv) vary the proportions
therein specified;
(iv) vary
the period specified in sub-paragraph (b)(v) (and prescribe different periods
in relation to different classes of insurance business);
(v) for
the purposes of sub-paragraph (b)(vi), specify states, provinces or territories
and prescribe criteria for financial resources of reinsurers and for letters of
credit;
(vi) prescribe
particulars for the purposes of sub-paragraph (b)(vii)(hh); and
(vii) vary the
rate of contribution payable to the [New] Central Fund under sub-paragraph
(c).]
NOTE
2. Duties
of Managing Agents
Every
managing agent shall, in respect of every syndicate for the time being managed
by itÑ
(a) take
reasonable steps to ensure that the amount of insurance business underwritten through
the syndicate [allocable] to any year of account is not such as would cause the
syndicate premium income [allocable] to that year of account to exceed the
syndicate allocated capacity for that year of account;
(b) establish
and maintain effective systems for monitoring the syndicate premium income; and
(c) keep
the actual and forecast syndicate premium income [allocable] to every year of
account under active review at all times.
NOTE
3. Duties
of MembersÕ Agents
Every
membersÕ agent shall take such steps as shall reasonably be within its power to
ensure that no memberÕs syndicate premium limit for the time being applicable
to an underwriting member for whom it acts as membersÕ agent is exceeded.
4.
Enforcement Powers of the [Council]
(a) If
at any time it appears to the [Council] that in the case of any syndicate the
syndicate premium income [allocable] to any year of account has exceeded or is
likely to exceed the syndicate allocated capacity for that year of account, the
[Council] may give to any underwriting agent such directions as the
circumstances may appear to the [Council] to require.
NOTE
(b) Without
prejudice to the generality of sub-paragraph (a) above, or to any other powers
of the Council and the Committee, any direction given under sub-paragraph (a)
above may require the managing agent of the syndicateÑ
(i) to
furnish to the [Council] such information, in such form and at such times as
may be specified; and, or alternatively
(ii) to
cease underwriting insurance business, or to reduce the level of insurance
business thereafter underwritten, on behalf of underwriting members
underwriting through the syndicate;
and may
apply for any period (whether or not that period is or includes a year of
account in respect of which sub-paragraph (a) above applies) or until any
further direction of the [Council].
NOTE
(c) Subject
to sub-paragraph (d) below, the [Council] shall, before exercising the power
conferred by sub-paragraph (a) aboveÑ
(i) by
notice in writing inform the underwriting agent to whom any direction is
proposed to be given of the reasons why the exercise of the power is being
considered and of the terms of the proposed direction; and
(ii) permit
the underwriting agent to make representations within such period as the
[Council] may require.
NOTE
(d) If
in the opinion of the [Council] the power conferred by sub-paragraph (a) above
is required to be exercised immediately, the [Council] may exercise that power
without having first taken the steps referred to in sub-paragraph (c) above.
But in any such case the [Council] shallÑ
(i) as
soon as possible inform the underwriting agent to whom a direction is given of
the reasons for the direction;
(ii) permit
the underwriting agent to make representations within such period as the [Council]
may require; and
(iii) where
such representations are received, reconsider the direction and the exercise of
the power under sub-paragraph (a) above.
NOTE
(e) [.
. .]
NOTE
[(f)
Every managing agent which receives a direction under sub-paragraph (a) above
in respect of a syndicate managed by it shall forthwith give to each of the
persons specified in sub-paragraph (g) below written notice of the receipt of
that direction and of the terms thereof, and a full written explanation of the
circumstances giving rise to the direction, including any reasons for the
direction provided to the managing agent by the [Council]. On giving such
notice and explanation the managing agent shall forthwith send to the [Council]
a copy thereof.]
NOTE
(g)
The persons referred to in sub-paragraph (f) above areÑ
(i) every
underwriting member who is or was a member of the syndicate in any year of
account to which the direction relates, and for whom the managing agent acts as
membersÕ agent; and
(ii) every
underwriting agent which acts as membersÕ agent for an underwriting member who
is or was a member of the syndicate in any year of account to which the
direction relates.
(h)
Every membersÕ agent which receives from a managing agent a notice [and
explanation] given under sub-paragraph (f) above shall forthwith send a copy of
the notice [and explanation], together with any further explanation or comment
which the membersÕ agent may consider appropriate, to every underwriting member
for whom the membersÕ agent acts as membersÕ agent, and who is or was a member
of the syndicate concerned during the year of account to which the direction
relates.
NOTE
[Deleted on
3 February 1993 by byelaw No. 2 of 1993.]
5. Power of
the [Council] to make Regulations and to transfer Functions
(a) The
[Council] may make any such regulations as it may from time to time consider
necessary or desirable for facilitating the operation and enforcement of this
byelaw including, without limitation, regulations requiring any member of the
Society, underwriting agent, [LloydÕs adviser,] [[[É]]] or director [or manager
of a corporate member, director], partner [[, registered individual]] or
manager of an underwriting agent [, LloydÕs adviser] [[[É]]] to furnish to the
[Council] or to [ . . . ] or, in the case of an underwriting agent, to an
underwriting member or underwriting members for whom that underwriting agent
acts as membersÕ agent or as managing agent, such information, in such form and
at such times as may be specified.
NOTE
(b) [Deleted
on 3 February 1993 by byelaw No. 2 of 1993.]
202.
LloydÕs Brokers Byelaw No. 5 of 1988, 6 July 1988
COMMENCEMENT
This
byelaw commences in stages. Paragraph 19 commences on 1 November 1988;
paragraph 20 commenced on 6 July 1988; paragraphs 57(6) and (7) commence on 1
August 1989. The remaining provisions commence on 1 August 1989.
AMENDMENTS
The
byelaw was amended by
LloydÕs
Brokers (Amendment) Byelaw (No. 8 of 1989)
LloydÕs
Brokers (Amendment No. 2) Byelaw (No. 13 of 1989)
LloydÕs
Brokers (Amendment No. 3) Byelaw (No. 6 of 1990)
LloydÕs
Brokers (Amendment No. 4) Byelaw (No. 9 of 1991)
LloydÕs
Brokers (Amendment No. 5) Byelaw (No. 14 of 1991)
LloydÕs
Brokers (Amendment No. 6) Byelaw (No. 16 of 1992)
Information
and Confidentiality Byelaw (No. 21 of 1993)
CompaniesÕ
Accounts (Miscellaneous Amendments) Byelaw (No. 15 of 1994)
Run-Off
Companies Byelaw (No. 2 of 1995)
LloydÕs
Brokers (Amendment No. 7) Byelaw (No. 16 of 1995)
Appeal
Tribunal Byelaw (No. 18 of 1995)
LloydÕs
Brokers (Amendment No. 8) Byelaw (No. 4 of 1996)
Intermediary
Amendment Byelaw (No. 10 of 2000)
LloydÕs
Policy Signing Office Byelaw (No. 11 of 2000).
REVOCATION
This
byelaw was revoked with effect from 1 January 2001 by byelaw No. 17 of 2000,
123, dated 6 December 2000.
203.
Umbrella Arrangements Byelaw No. 6 of 1988, 6 July 1988
COMMENCEMENT
This
byelaw commenced on 1 August 1988.
AMENDMENTS
This
byelaw was amended by
Umbrella
Arrangements (Amendment) Byelaw (No. 7 of 1990)
Information
and Confidentiality Byelaw (No. 21 of 1993)
Appeal
Tribunal Byelaw (No. 18 of 1995)
Intermediary
Amendment Byelaw (No. 10 of 2000)
LloydÕs
Policy Signing Office Byelaw (No. 11 of 2000).
REVOCATION
This
byelaw was revoked with effect from 1 January 2001 by byelaw No. 17 of 2000,
123 dated 6 December 2000.
204. Solvency
and Reporting Byelaw
No. 13 of 1990, 5 December 1990
COMMENCEMENT
This
byelaw commenced on 5 December 1990.
AMENDMENTS
This
byelaw was amended by
Solvency
and Reporting (Amendment) Byelaw (No. 10 of 1992)
Corporate
Member (Consequential Amendments) Byelaw (No. 20 of 1993)
Solvency
and Reporting (Amendment No. 2) Byelaw (No. 14 of 1994)
Syndicate
Accounting Byelaw (No. 18 of 1994)
Solvency
and Reporting (Amendment No. 3) Byelaw (No. 6 of 1996)
New Central
Fund Byelaw (No. 23 of 1996)
Solvency and
Reporting (Amendment No. 5) Byelaw (No. 40 of 1996)
Solvency
and Reporting (Amendment No. 5) Byelaw (No. 6 of 1997)
Solvency
and Reporting (Amendment No. 7) Byelaw (No. 11 of 1997)
Solvency
and Reporting (Amendment No. 8) Byelaw (No. 33 of 1997)
Captive
Corporate Members Byelaw (No. 19 of 1998)
Underwriting
Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Amendment
Byelaw (No. 9 of 2001)
Solvency
and Reporting (Amendment No. 9) Byelaw (No. 2 of 2002).
EXPLANATORY
NOTE
(This note
is not part of the byelaw.)
1. This
byelaw contains comprehensive provisions for the conduct of the annual solvency
test for members and for a number of related and incidental purposes.
2. The
byelaw provides for a syndicate return by each managing agent in respect of
each syndicate which it manages. It also provides for a single asset return by
each membersÕ agent in respect of each of its Names. It will enable the Council
to combine the information obtained from both types of return for the following
primary purposes:
(a) to
prepare a Òsolvency statementÓ in respect of every member for the purposes of
both the annual solvency test required by section 83 of the Insurance Companies
Act 1982 and any solvency test in respect of a foreign currency, for example,
U.S. dollars;
(b) to
prepare the statutory statement of business required by section 86 of the
Insurance Companies Act 1982 to be deposited with the Secretary of State; and
(c) to
prepare statistics for the purposes of the annual solvency test.
3. The
byelaw enables the Council to prescribe, first, the assets which may be taken
into account when calculating a memberÕs solvency position for the purposes of
the annual solvency test and, secondly, the assets and liabilities which may be
taken into account when calculating a memberÕs solvency position in respect of
a foreign currency, for example, U.S. dollars.
4. The
byelaw enables the Council to provide the co-ordinating agent of each member
with a memberÕs solvency statement setting out the memberÕs solvency position
in respect of all of the membersÕ agents, (if more than one), through which he
conducts his insurance business at LloydÕs. If such a memberÕs solvency
statement shows a Òsolvency shortfallÓ (i.e., a deficiency in his overall
solvency position), or a Òcurrency shortfallÓ (i.e., a deficiency in, for
example, U.S. dollars), then his co-ordinating agent must take steps to ensure
that the member produces funds in an appropriate currency to meet such a
shortfall.
5. There
is also provision for further reports to be made by a membersÕ agent in respect
of funds which are received as a result of a request made to a member to make
good his solvency shortfall or currency shortfall. On receipt of such funds the
membersÕ agent must deliver a supplementary asset return, which must be
audited, to the Council to reflect the receipt of these further funds.
6. However,
no further supplementary asset return can be filed by a membersÕ agent after an
earmarking direction has been made by the Committee, so that any funds received
after the making of such a direction will be the subject of an unaudited asset
report delivered to the Council.
7. The
provisions of this byelaw do not derogate from the obligations of underwriting
members to maintain means and Òfunds at LloydÕsÓ of not less than the minimum
levels prescribed under the provisions of Part D of the Membership Byelaw.
8. The
byelaw makes consequential amendments to the Administrative Suspension Byelaw
with the effect that if a member does not make good his solvency shortfall or
his currency shortfall by the date stated in the notice served upon him under
that byelaw then, in the normal course of events, he will be liable to
suspension from that date.
The Council
of LloydÕs in exercise of its powers under section 6(2) of LloydÕs Act 1982 by
special resolution hereby makes the following byelaw.
PART
AÑPRELIMINARY
1. Interpretation
The
provisions of Schedule 1 to this byelaw (interpretation) shall have effect.
PART
BÑSOLVENCY REPORTING
2. Managing
agentsÑsyndicate returns
(1) Every
managing agent shall in each year, in respect of each syndicate managed by it
at the solvency test date, prepare a syndicate return.
(2) The
provisions of paragraph 11(2) shall apply in relation to every syndicate return
prepared under sub-paragraph (1).
(3) Without
prejudice to the generality of paragraph 11(2), every syndicate return shall
state:
(a) that
the managing agent has, throughout the year ending on the solvency test date,
established and maintained such systems and procedures, including maintenance
of adequate accounting and other records, as are necessary to enable it to
comply with the requirements of this byelaw;
(b) in
relation to each year of account in respect of which an underwriting account is
included in the syndicateÕs annual report having as its reference date the
solvency test date, the amount shown in respect of:
(i) any
open year of account balance;
(ii) any
closed year of account profit or loss;
(c) in
relation to each year of account in respect of which an underwriting account is
included in the syndicateÕs annual report having as its reference date the
solvency test date, the syndicate solvency result at the solvency test date;
and
(d) that
the information contained in the return is accurate and complete to the best of
the managing agentÕs knowledge and belief.
(4) Where
a managing agent has prepared a syndicate return in respect of a syndicate, the
Council may require that the managing agent provide the Council with a
statement of the memberÕs solvency result in respect of each member of the
syndicate in relation to any year of account included in such syndicate return.
3. Audit
of syndicate returns
(1) Every
managing agent shall procure that every syndicate return prepared by it under
this byelaw be audited and reported upon by the syndicate auditor of the
syndicate to which it relates.
(2) The
syndicate auditor shall make a report to the Council on every syndicate return
audited by him.
(3) The
provisions of paragraph 11(3) shall apply in relation to every report prepared
under sub-paragraph (2).
(4) Without
prejudice to the generality of paragraph 11(3), every report prepared under
sub-paragraph (2) shall state whether in the opinion of the syndicate auditor:
(a) the
managing agent has, throughout the year ending on the solvency test date,
established and maintained such systems and procedures, including maintenance
of adequate accounting and other records, as are necessary to enable the
managing agent to comply with the requirements of this byelaw;
(b) the
syndicate return has been properly prepared in accordance with the requirements
prescribed by the Council under paragraph 11(2);
(c) in
arriving at each syndicate solvency result shown in the syndicate return:
(i) all
assets have been valued in accordance with the conditions and requirements
prescribed by the Council under paragraph 9(1); and
(ii) all
liabilities have been calculated:
(aa) in the case of
liabilities in respect of long term business, by an actuary; and
(bb) in the case of
other liabilities, in accordance with the conditions and requirements
prescribed by the Council under paragraph 9(1); and
(d) where
the Council has required the managing agent to provide a statement of each
membersÕ solvency result, each memberÕs solvency result has been calculated in
accordance with the arrangements for each such memberÕs participation in each
year of account.
4. MembersÕ
agentsÑasset returns
[(1) Every
membersÕ agent shall in each year prepare in respect of each relevant member:
(a) an
asset return in respect of any monies and other assets forming part of any
trust fund of that member which are (or were at the solvency test date) held by
or under the control of:
(i) any
trustees appointed by the membersÕ agent; or
(ii) the
membersÕ agent as a delegate of the Society as trustee;
[[[ [[É]] ]]]
(b) where
required under paragraph 7(2), a supplementary asset return; and
(c) where
required under paragraph 7(2), an asset report,
stating the
value of all monies and assets.]
NOTE
(2) The
provisions of paragraph 11(2) shall apply in relation to every asset return,
supplementary asset return and asset report prepared under sub-paragraph (1).
(3) Without
prejudice to the generality of paragraph 11(2):
(a) every
asset return shall state the matters listed in [[sub-paragraph (4)(a) and
(b)]]; and
[[[É]]]
(b) every
supplementary asset return and asset report shall state the matter listed in
sub-paragraph (4)(b).
(4) The
matters referred to in sub-paragraph (3) are:
(a) that
the membersÕ agent has, throughout the year ending on the solvency test date
[or such other period as the Council may from time to time prescribe],
established and maintained such systems and procedures, including maintenance
of adequate accounting and other records, as are necessary to enable it to
comply with the requirements of this byelaw; and
(b) that
the return or report, as the case may be, has been properly prepared in
accordance with the requirements prescribed by the Council under paragraph
11(2).
NOTE
[4A. Corporate
membersÑasset returns
(1) Every
corporate member which has no membersÕ agent shall in each year [, save to the
extent that the Council otherwise directs,] prepare:
(a) an
asset return;
(b) where
required under paragraph 7A(2), a supplementary asset return; and
(c) where
required under paragraph 7A(2), an asset report,
stating the
value of all monies and assets of that member held in any trust fund of the
member.
NOTE
(2) The
provisions of paragraph 11(2A) shall apply in relation to every asset return,
supplementary asset return and asset report prepared under sub-paragraph (1).
(3) Without
prejudice to the generality of paragraph 11(2A):
(a) every
asset return shall state the matters listed in sub-paragraphs (4)(a) and (b);
and
(b) every
supplementary asset return and asset report shall state the matter listed in
sub-paragraph (4)(b).
(4) The
matters referred to in sub-paragraph (3) are:
(a) that
the corporate member has, throughout the year ending on the solvency test date,
established and maintained such systems and procedures, including maintenance
of adequate accounting and other records, as are necessary to enable it to
comply with the requirements of this byelaw; and
(b) that
the return or report, as the case may be, has been properly prepared in
accordance with the requirements prescribed by the Council under paragraph
11(2A).]
NOTE
[4B. LloydÕsÑasset
returns
(1) The
Society shall in each year prepare in respect of each relevant member:
(a) an
asset return in respect of all monies and other assets forming part of any
trust fund of that member which are(or were at the solvency test date) held by
or under the control of the Society and administered by it;
(b) where
required under paragraph 7(2), a supplementary asset return; and
(c) where
required under paragraph 7(2), an asset report,
stating the
value of such monies and assets.
(2) The
provisions of paragraph 11(2) shall apply in relation to every asset return,
supplementary asset return and asset report prepared under sub-paragraph (1).]
NOTE
5. Audit
of asset returns
(1) Every
membersÕ agent shall procure that [[[[[every asset return and any supplemental
asset return]]]]] produced pursuant to paragraph 4(1) be audited and reported
upon by a [[[[recognised accountant]]]] appointed by that membersÕ agent for
the purpose.
(2) The
[[[[recognised accountant]]]] appointed by the membersÕ agent shall make a
report to the Council in respect of [[[[[every asset return and any
supplemental asset return]]]]] audited by him.
(3) The
provisions of paragraph 11(3) shall apply in relation to every report prepared
under sub-paragraph (2).
(4) Without
prejudice to the generality of paragraph 11(3):
(a) every
report prepared under sub-paragraph (2) in respect of an asset return shall
state the matters listed in [[[[[sub-paragraph (5)(a) and (b)]]]]]; and
(b) every
report prepared under sub-paragraph (2) in respect of a supplementary asset
return shall state the matter listed in [[[[[sub-paragraph (5)(a) and (b)]]]]].
[[[[[É]]]]]
(5) The
matters referred to in sub-paragraph (4) are whether in the opinion of the
[[[[recognised accountant]]]]:
(a) the
systems and procedures operated by the membersÕ agent during the year ending
with the solvency test date [[[or such other period as the Council may from
time to time prescribe]]] were adequate to ensure:
(i) that
monies and assets received by the membersÕ agent from or on behalf of relevant
members have been properly recorded in the accounting records maintained by the
membersÕ agent;
(ii) that
amounts due to or from managing agents [or trustees appointed by them] have
been properly accounted for; and
(iii) that
any trust funds [referred to in the asset return or supplementary asset return
concerned] have been properly held in accordance with the provisions of the
appropriate trust deed; and
(b) all
monies and assets [of that member referred to in the asset return or
supplementary asset return concerned] have been valued in accordance with the
conditions and requirements prescribed by the Council under paragraph 9(1).
NOTE
[5A. Audit
of asset returnsÑcorporate members
(1) Every
corporate member shall procure that every asset return and any supplementary
asset return produced pursuant to paragraph 4A(1) be audited and reported upon
by a [[recognised accountant]] appointed by that corporate member for the
purpose.
(2) The
[[recognised accountant]] appointed by the membersÕ agent shall make a report
to the Council in respect of every asset return or supplementary asset return
audited by him.
(3) The
provisions of paragraph 11(3A) shall apply in relation to every report prepared
under sub-paragraph (2).
(4) Without
prejudice to the generality of paragraph 11(3A):
(a) every
report prepared under sub-paragraph (2) in respect of an asset return shall
state the matters listed in sub-paragraph (5)(a) and (b); and
(b) every
report prepared under sub-paragraph (2) in respect of a supplementary asset
return shall state the matter listed in sub-paragraph (5)(b).
(5) The
matters referred to in sub-paragraph (4) are whether in the opinion of the
[[recognised accountant]]:
(a) the
systems and procedures operated by the corporate member during the year ending
with the solvency test date were adequate to ensure that any trust funds have
been properly held in accordance with the provisions of the appropriate trust
deed; and
(b) all
monies and assets of the corporate member have been valued in accordance with
the conditions and requirements prescribed by the Council under paragraph
9(1).]
NOTE
[5B. Audit
of asset returnsÑLloydÕs
(1) The
Society shall procure that every supplementary asset return produced pursuant
to paragraph 4B(1) be audited and reported upon by a [[recognised accountant]]
appointed by it for that purpose.
(2) The
[[recognised accountant]] appointed by the Society shall make a report to the
Council in respect of every supplementary asset return audited by him.
(3) The
provisions of paragraph 11(3B) shall apply in relation to every report prepared
under sub-paragraph (2).
(4) Without
prejudice to the generality of paragraph 11(3B), every report prepared under
sub-paragraph (2) in respect of a supplementary asset return shall state
whether in the opinion of the [[recognised accountant]] all monies and assets
referred to in the supplementary asset return have been valued in accordance
with the conditions and requirements prescribed by the Council under paragraph
9(1).]
NOTE
6. LloydÕsÑsolvency
statements
(1) The
Society shall in each year prepare a solvency statement in respect of each member
showing the amount of his relevant liabilities [[and his [[[memberÕs margin]]]
]] and the amount of eligible assets available to meet them and shall deliver
such solvency statement to[Ñ
(a)] the
memberÕs co-ordinating agent or, where he has for the time being no
co-ordinating agent, his membersÕ agent[; or
(b) the
corporate member, where it has no membersÕ agent.]
NOTE
(2) The
Society shall, upon [[receiving or preparing]] a supplementary asset return in
respect of a member:
(a) where
such a supplementary asset return has been received [[or, as the case may be,
has been prepared by the Society]] prior to the delivery of a solvency
statement in respect of the member, incorporate the information in that
memberÕs solvency statement; or
(b) where
such a supplementary asset return has been received [[or, as the case may be,
has been prepared by the Society]] after the delivery of a solvency statement
in respect of the member, [[and where an additional solvency statement has been
requested,]] prepare an additional solvency statement in respect of that member
and deliver such additional solvency statement to[Ñ
[[(i)]]] the memberÕs co-ordinating
agent or, where he has for the time being no co-ordinating agent, his membersÕ
agent[; or
[[(ii)]] the corporate member,
where it has no membersÕ agent [[which made the request]].]
NOTE
(3) The
provisions of paragraph 11(1) shall apply in relation to every solvency
statement and additional solvency statement produced under sub-paragraphs (1)
and (2).
[(4) In
relation to each member the Society may, but need not, comply with all or any
of the provisions of subparagraphs (1), (2) and (3) above in respect of the
annual solvency test for which the solvency test date is 31 December 1995.]
NOTE
7. MembersÕ
agentsÑsolvency statements
(1) On
receiving a solvency statement or an additional solvency statement from the
Society in respect of a relevant member a membersÕ agent shall:
(a) if
such statement shows either:
(i) that
the value of the memberÕs relevant liabilities [and the [[memberÕs margin]] of
that member] exceed[[]] the value of eligible assets available to meet them
(after disregarding any excluded assets) (a Òsolvency shortfallÓ); or
(ii) in
relation to any prescribed currency, that the value of the memberÕs relevant
liabilities which are shown in that currency in the accounting records of any
syndicate of which he is a member exceeds the value of eligible assets
available to meet them in that currency (after disregarding any excluded
assets) (a Òcurrency shortfallÓ);
forthwith
request the member to make funds available in the appropriate currency for the
purpose of reducing or extinguishing such solvency shortfall or currency
shortfall, as the case may be; or
(b) if
such statement shows that the member has neither a solvency shortfall nor a
currency shortfall, notify the member to that effect; and
(c) where
appropriate, send one copy of each such solvency statement or additional
solvency statement to every other membersÕ agent of the relevant member.
NOTE
[(2) Where
a membersÕ agent, or the Society as trustee of any trust fund, receives funds
pursuant to or in anticipation of a request under sub-paragraph (1) the
membersÕ agent or the Society, as the case may be, shall, having carried such
funds to any trust fund of the relevant member, forthwith prepare either:
(a) a
supplementary asset return pursuant to paragraph 4(1) or paragraph 4B(1), if
such funds were received prior to the earmarking date, or
(b) an
asset report pursuant to paragraph 4(1) or 4B(1), if such funds were received
on or after the earmarking date.]
NOTE
[7A. Corporate
membersÑsolvency statements
(1) On
receiving a solvency statement or an additional solvency statement from the
Society a corporate member which has no membersÕ agent shall, if such statement
shows either:
(i) that
the value of the corporate memberÕs relevant liabilities [[and the [[[memberÕs
margin]]] of that corporate member]] exceed[[]] the value of eligible assets
available to meet them (after disregarding any excluded assets) (a Òsolvency
shortfallÓ); or
(ii) in
relation to any prescribed currency, that the value of the corporate memberÕs
relevant liabilities which are shown in that currency in the accounting records
of any syndicate of which it is a member exceeds the value of eligible assets
available to meet them in that currency (after disregarding any excluded
assets) (a Òcurrency shortfallÓ),
forthwith
make funds available in the appropriate currency for the purpose of reducing or
extinguishing such solvency shortfall or currency shortfall, as the case may
be.
NOTE
(2)
Where a corporate member which has no membersÕ agent has made eligible assets
available to cover such solvency shortfall or currency shortfall, it shall,
having carried or procured the carrying of the same to its trust funds,
forthwith prepare either:
(a) a
supplementary asset return pursuant to paragraph 4A(1), if such assets were
received prior to the earmarking date; or
(b) an
asset report pursuant to paragraph 4A(1), if such assets were received on or
after the earmarking date.]
NOTE
8. Duties
of members
[Without
prejudice to paragraph 7A(1), e]very member in relation to whom any solvency
statement or additional solvency statement shows a solvency shortfall or a
currency shortfall in relation to any prescribed currency:
(a) (i)shall
procure that sufficient eligible assets are made available to cover his
relevant liabilities [[and [[[memberÕs margin]]] ]] [by such date and] in
such manner as the Council may from time to time prescribe; and
(ii)shall
procure that sufficient eligible assets are made available in the appropriate
currency to cover his relevant liabilities in that currency [by such date and]
in such manner as the Council may from time to time prescribe; and
(b) [unless
the member is a corporate member which has no membersÕ agent] shall comply with
any request made by his co-ordinating agent or, where he has for the time being
no co-ordinating agent, his membersÕ agent to make funds available for such a
purpose.
NOTE
The
words in double square brackets were inserted with effect from 1 January 1998
by byelaw No. 33 of 1997. The words in triple square brackets were substituted
on 5 December 2001 by byelaw No. 9 of 2001.
[8A. [É]
NOTE
9. Valuation
of assets and liabilities
(1) Subject
to any overriding conditions or requirements approved by the Secretary of
State, the Council may from time to time prescribe assets which are to be
eligible assets and liabilities which are to be relevant liabilities and
conditions and requirements regarding the maintenance, calculation and
valuation of a memberÕs relevant liabilities and eligible assets as it may
consider appropriate, and may from time to time add to, alter or withdraw any
condition or requirement so prescribed.
(2) The
Council may from time to time prescribe assets which are to be disregarded in
ascertaining whether a member has a solvency shortfall or currency shortfall,
as the case may be, and conditions and requirements regarding the calculation
and valuation of excluded assets as it may consider appropriate and may from
time to time add to, alter or withdraw any condition or requirement so
prescribed.
(3) Without
prejudice to the generality of sub-paragraphs (1) and (2), any conditions and
requirements prescribed under either of these sub-paragraphs:
(a) may
impose requirements which are absolute or which are to vary from time to time
by reference to such factors as are specified in or determined in accordance
with such conditions and requirements;
(b) may
make different provision for different cases or different classes of cases
including but not limited to different provision for different currencies;
(c) may
specify circumstances in which members are to be exempt from any such condition
or requirement or may be excused from compliance with any such condition or
requirement to such an extent as the Council may think fit;
(d) may
make provision as to the assets, liabilities and other matters to be taken into
account in determining the value of eligible assets and relevant liabilities in
a prescribed currency and the extent to which and the manner in which they are
to be taken into account, for the purposes of such conditions and requirements;
(e) may
make provision for all or part of any trust fund, or for all or part of the
value of any eligible assets or relevant liabilities to be disregarded for the
purposes of such conditions and requirements;
(f) may
require the holding of assets of such descriptions and in such amounts or of
such value or in such ratios or proportions as may be specified or determined
in accordance with such conditions and requirements;
(g) may
make provision for ensuring that, in such circumstances and to such an extent
as may be prescribed, eligible assets are maintained in such places as may be prescribed;
(h) may
prescribe the currencies in which relevant liabilities are to be accounted for
and in which eligible assets are to be maintained and may prescribe different
currencies for different purposes; and
(i) may
contain incidental, supplementary and transitional provisions.
Part
CÑMiscellaneous
10. Underwriting
agentsÑsupply of information
(1) A
managing agent shall supply the Council with such information as the Council
may direct in respect of any syndicate return prepared by that managing agent
under paragraph 2 in respect of each syndicate managed by it at the solvency
test date.
(2) A
membersÕ agent shall supply the Council with such information [whether in
relation to information contained in any asset return prepared by the membersÕ
agent or otherwise] as the Council may direct in respect of monies and assets
of any relevant member held by it or under its control including but not
limited to any monies and assets held in any trust fund of any such member.
NOTE
[2A. A
corporate member which has no membersÕ agent shall supply the Council with such
information as the Council may direct in respect of monies and assets of that
corporate member held in any trust fund of the member including but not limited
to any monies and assets held in any LloydÕs deposit, LloydÕs life deposit or
additional LloydÕs deposit of any such corporate member.]
(3) The
provisions of paragraph 11(2) shall apply in relation to information supplied
to the Council under sub-paragraphs (1) [,(2) and (2A)].
NOTE
11. RequirementsÑreports,
statements etc.
(1) The
solvency statements and additional solvency statements referred to in
paragraphs 6(1) and (2) respectively shall include the matters and be provided
in such manner as the Council may specify from time to time.
(2) The
syndicate returns referred to in paragraph 2(1), the asset returns,
supplementary asset returns and asset reports [[[É]]] referred to in paragraph
4(1), the statements referred to in paragraph 2(4) and the information referred
to in paragraph 10(1) and (2):
(a) shall
include the matters and be provided in such manner as the Council may specify
from time to time;
(b) shall
be made up to the solvency test date or such other date as the Council may
prescribe;
(c) shall
be signed on behalf of the directors of, or partners in, the underwriting agent
by at least one director or partner; [and]
[É]
(d) shall
be filed with the Council by such date as the Council may from time to time
prescribe.
NOTE
[(2A) The
asset returns, supplementary asset returns and asset reports referred to in
paragraph 4A(1) and the information referred to in paragraph 10(2A):
(a) shall
include the matters and be provided in such manner as the Council may specify
from time to time;
(b) shall
be made up to the solvency test date or such other date as the Council may
prescribe;
(c) shall
be signed on behalf of the directors of the corporate member by at least one
director; and
(d) shall
be filed with the Council by such date as the Council may from time to time
prescribe.]
NOTE
[(2B) The
asset returns, supplementary asset returns and asset reports referred to in
paragraph 4B(1);
(a) shall
include the matters and be provided in such manner as the Council may specify
from time to time; and
(b) shall
be made up to the solvency test date or such other date as the Council may
prescribe.]
NOTE
(3) The
audit reports referred to in paragraphs 3(2) and 5(2):
(a) shall
include the matters and be provided in such manner as the Council may specify
from time to time;
(b) shall
be signed on behalf of the syndicate auditor or the [[recognised accountant]]
appointed by the membersÕ agent, as the case may be, by at least one partner;
and
(c) shall
be filed with the Council by such date as the Council may from time to time
prescribe.
[(3A) The
audit report referred to in paragraph 5A(2):
(a) shall
include the matters and be provided in such manner as the Council may specify
from time to time;
(b) shall
be signed on behalf of the [[recognised accountant]] appointed by the corporate
member by at least one partner; and
(c) shall
be filed with the Council by such date as the Council may from time to time
prescribe.]
NOTE
[(3B) The
audit report referred to in paragraph 5B(2) shall include the matters and be
provided in such manner as the Council may specify from time to time.]
NOTE
12. Duty
to maintain systems and procedures
(1) Every
managing agent shall establish and maintain such systems and procedures,
including maintenance of adequate accounting records and other records, as may be
necessary to enable it to comply with the requirements of paragraph 2.
(2) Every
membersÕ agent shall establish and maintain such systems and procedures,
including maintenance of adequate accounting records and other records, as may
be necessary to enable it to comply with the requirements of paragraph 4.
[(3) Every
corporate member which has no membersÕ agent shall establish and maintain such
systems and procedures, including maintenance of adequate accounting records
and other records, as may be necessary to enable it to comply with the
requirements of paragraph 4A.]
NOTE
[12A Risk
Coding Scheme
(1) The
Risk Coding Scheme established by the Committee with effect from the 1991 year
of account, as from time to time modified or amended (whether before or after
10 April 1997) shall have effect as a requirement made under this byelaw.
(2) The
Council may from time to time modify or amend its Risk Coding Scheme or add to,
alter or withdraw any condition or requirement prescribed by the Risk Coding
Scheme or substitute any scheme for like purposes.
NOTE
13. Time
Limits
The
Council may extend for such period and upon such conditions as it thinks fit
any of the time limits specified in any conditions and requirements made
pursuant to any provision of this byelaw.
14. AuditorsÑaccess
to information
(1) A
recognised accountant shall have a right of access at all times to the
accounting and other records maintained by the managing agent in respect of any
syndicate in relation to which he is preparing a report under paragraph 3 of
this byelaw and shall be entitled to require from that managing agent and its
executives such information and explanations as he thinks necessary for the
performance of his duties under this byelaw.
(2) A
recognised accountant shall have a right of access at all times to the
accounting and other records maintained by the membersÕ agent in relation to
which he is preparing a report under paragraph 5 of this byelaw and shall be
entitled to require from that membersÕ agent and its executives such
information and explanations as he thinks necessary for the performance of his
duties under this byelaw.
[2A. A
recognised accountant shall have a right of access at all times to the
accounting and other records maintained by a corporate member in relation to
which it is preparing a report under paragraph [5 or 5A] in relation to an
asset return prepared by that corporate member and shall be entitled to require
from that corporate member and its executives such information and explanations
as he thinks necessary for the performance of his duties under this byelaw.]
NOTE
(3) If
a recognised accountant has not obtained all the information and explanations
which, to the best of his knowledge and belief, are necessary for the purposes
of his audit, he shall state that fact in his report.
(4) No
person for the time being subject to the jurisdiction of the Council shall fail
to give to a recognised accountant any information or explanation required by
him pursuant to sub-paragraphs (1) [, (2) or (2A)] or shall in giving or
purporting to give any information or explanation which the auditor so
requires, or is entitled so to require, knowingly or recklessly make a
statement which is misleading, false or deceptive in a material particular.
NOTE
15. Amendments
to the Administrative Suspension Byelaw
The
amendments to the Administrative Suspension Byelaw (No. 7 of 1987, 407) in
Schedule 2 to this byelaw shall have effect.
16. Commencement
This
byelaw shall come into force on 5th December 1990.
Schedule 1.
Interpretation
1.
In this byelaw, unless the context otherwise requires:
[[ÒactuaryÓ
means a fellow of an actuarial body or (in connection with general business) a
Fellow of the Casualty Actuarial Society who is a member of an actuarial
body;]]
Òadditional
solvency statementÓ means the document referred to in paragraph 6(2);
Òannual
reportÓ has the meaning given in paragraph 1 of Schedule 1 to the Syndicate
Accounting Byelaw (No. [18 of 1994, 326]);
NOTE
Òasset
reportÓ means the document required to be prepared under paragraph 4(1) [,
4A(1) or 4B(1) (as the case may be)];
NOTE
Òasset
returnÓ means the document required to be prepared under paragraph 4(1) [,
4A(1) or 4B(1) (as the case may be)];
NOTE
ÒCentral
FundÓ has the meaning given in paragraph 1 of the Central Fund Byelaw (No. 4 of
1986, 506);
Òclosed
year of account profit or lossÓ means the amount shown in the syndicateÕs
annual report in respect of a year of account closed at the solvency test date
in respect of its profit or loss;
[Òcontract
of insuranceÓ has the meaning given in Article 3(1) of the Regulated Activities
Order;]
NOTE
Òco-ordinating
agentÓ means, in relation to a member, the membersÕ agent appointed by the
member to co-ordinate the administration of that memberÕs affairs at LloydÕs in
circumstances where more than one membersÕ agent is obliged to provide services
as a membersÕ agent to that member;
[Òcorporate
adviserÓ has the meaning given in the Underwriting Agents Byelaw (No. 4 of
1984, 101);
NOTE
Òcurrency
shortfallÓ has the meaning given in paragraph 7(1)(a) [or 7A(1)(a)];
NOTE
Òearmarking
dateÓ means the date of making of an earmarking direction;
Òearmarking
directionÓ means, in relation to a member, [any decision or direction of the
Council made under paragraph 7 or 8 of the Central Fund Byelaw (No. 4 of 1984,
101) including] a direction of the nature referred to in paragraph 10A(1) of
the Central Fund Byelaw (No. 4 of 1986, 506) [[and any decision or direction of
the Council made under paragraph 9(2) of the New Central Fund Byelaw (No. 23 of
1996)]];
NOTE
Òeligible
assetsÓ means assets for the time being prescribed by the Council as eligible
to be taken into account for the purposes of paragraphs 2, 4, [4A, 4B,] 6, 7
[,7A] and 8;
NOTE
Òexcluded
assetsÓ means eligible assets for the time being prescribed by the Council as
assets which are to be disregarded in ascertaining whether a member has a
solvency shortfall or currency shortfall, as the case may be;
ÒexecutiveÓ:
[(a) in relation
to an underwriting agent, has the meaning given in paragraph 1 of Schedule 1 to
the Syndicate Accounting Byelaw (No. [18 of 1994, 326]); and
NOTE
(b) in
relation to a corporate member, means a director of the corporate member or a
person in accordance with whose instructions the directors of the corporate
members are accustomed to act;]
NOTE
[ÒLLDÓ
means the LloydÕs sourcebook made by the Financial Services Authority under the
Financial Services and Markets Act 2000;]
NOTE
[Òlong term
businessÓ means the business of effecting and carrying out long term insurance
contracts;]
NOTE
[Òlong term
insurance contractÓ means any contract of insurance falling within Part II of
Schedule 1 to the Regulated Activities Order;]
NOTE
Òmanaging
agentÓ means an underwriting agent which is listed as a managing agent on the
register of underwriting agents maintained under the Underwriting Agents Byelaw
(No. 4 of 1984, 101);
[ÒmemberÕs
marginÓ means the amount determined in accordance with LLD 11.3.1R (general
insurance business) or LLD 11.3.4R (long term insurance business), as the case
may be;]
NOTE
[É]
NOTE
ÒmemberÕs
solvency resultÓ means, in relation to any member and any syndicate, the
amount, if any, by which the eligible assets employed by that member in the
course of or in relation to the underwriting business carried on by him through
that syndicate exceed or fall short of his relevant liabilities incurred as a
member of that syndicate;
[ÒmembersÕ
agentÓ means an underwriting agent, other than a corporate adviser, which is
listed as a membersÕ agent on the register of Underwriting Agents Byelaw (No. 4
of 1984, 101)]
NOTE
Òopen year
of account balanceÓ means the amount shown in the syndicateÕs annual report in
respect of a year of account left open at the solvency test date in respect of
open year of account balances;
Òprescribed
currencyÓ means United States dollars and any other currency from time to time
prescribed by the Council pursuant to paragraph 9(1);
[É]
NOTE
[Òrecognised
accountantÓ has the meaning given in Schedule 1 to the Audit Arrangements
Byelaw (No. 7 of 1998, 117);]
NOTE
[ÒRegulated
Activities OrderÓ means the Financial Services and Markets Act 2000 (Regulated
Activities) Order 2001 (S.I. 2001 No. 544);]
NOTE
Òreinsurance
to closeÓ has the meaning given in paragraph 1 of Schedule 1 to the Syndicate
Accounting Byelaw (No. [18 of 1994, 326]);
NOTE
[Òrelevant
liabilitiesÓ meansÑ
(a) in
the case of long term business, liabilities calculated in accordance with LLD 9
to 15 and certified by a syndicate actuary;
(b) in
any other case, liabilities calculated in accordance with the conditions and
requirements prescribed by the Council under paragraph 9(1);]
NOTE
[Òrelevant
memberÓ means:
(a) in
relation to a membersÕ agent, a member to whom it is obliged to provide
services as a membersÕ agent; and
(b) in
relation to the Society as trustee, a member whose trust funds are administered
by the Society;]
NOTE
Òsolvency
shortfallÓ has the meaning given in paragraph 7(1)(a), [or 7A(1)(a)];
NOTE
Òsolvency
statementÓ means the document referred to in paragraph 6(1);
Òsolvency
test dateÓ means 31st December of the preceding year;
Òsupplementary
asset returnÓ means the document required to be prepared under paragraph 4(1)
[,4A(1) or 4B(1) (as the case may be)];
NOTE
[ÒsyndicateÓ
means an underwriting member or group of underwriting members of LloydÕs
underwriting insurance business at LloydÕs through the agency of a LloydÕs
underwriting agent to which member or group a particular syndicate number is
assigned by the Council;]
NOTE
[Òsyndicate
actuaryÓ means, in relation to a syndicate, the person appointed as an actuary
to the syndicate for the purposes specified in any conditions and requirements
made under this byelaw;]
NOTE
Òsyndicate
auditorÓ has the meaning given in paragraph 1 of Schedule 1 to the Syndicate
Accounting Byelaw (No. [18 of 1994, 326]);
NOTE
Òsyndicate
returnÓ means the document required to be prepared under paragraph 2(1);
Òsyndicate
solvency resultÓ means, in relation to any syndicate, the amount, if any, by
which the eligible assets of the syndicate exceed or fall short of its relevant
liabilities; and
Òtrust
fundÓ means any trust fund required or permitted to be maintained by a member
in connection with his underwriting business at LloydÕs.
2. Closed
years of account
For
the purposes of this byelaw a year of account of a syndicate shall be treated
as being closed at the time as from which reinsurance to close that year of
account takes effect; and a year of account shall be treated as open until it
is closed.
3. Construction
of references to syndicates
(1) In
this byelaw and in any conditions and requirements prescribed under this
byelaw, except where it is expressly otherwise provided:
(a) the
several groups of underwriting members to which in different years a particular
syndicate number is assigned by or under the authority of the Committee shall
be treated as the same syndicate, notwithstanding that they may not comprise
the same underwriting members with the same individual participations;
(b) references
to assets or liabilities of a member of a syndicate shall be construed as
references to assets employed or liabilities incurred by him in the course of
or in relation to the underwriting business carried on by him through that
syndicate; and
(c) references
to the assets or liabilities of a syndicate shall be construed as references to
the aggregate of the assets employed or liabilities incurred by each of the
members of the syndicate in relation to the underwriting business carried on by
him through that syndicate.
(2) Where
a managing agent manages two or more syndicates which comprise the same members
with the same individual participations, those syndicates may for the purposes
of any conditions and requirements prescribed under this byelaw be grouped
together and treated as a single syndicate.
4. Former
underwriting members and personal representatives etc.
In
this byelaw and in any conditions and requirements prescribed under this
byelaw, except where the context otherwise requires:
(a) references
to a member or to a member of a syndicate include a person who, at the solvency
test date, was an underwriting member or a member of that syndicate (as the
case may be); and
(b) references
to a member or to a member of a syndicate include references to his personal
representatives, trustee in bankruptcy, curator bonis, receiver or committee or
any other person by law entitled or bound to administer his affairs.
[5. Corporate
members which have no membersÕ agent
In
this byelaw and in any conditions and requirements prescribed under this byelaw,
except where it is expressly otherwise provided, references to a corporate
member which has no membersÕ agent or to a corporate member where it has no
membersÕ agent, shall be construed as references to a corporate member which at
the relevant time has not appointed a membersÕ agent in respect of any part of
its underwriting business at LloydÕs.]
NOTE
Schedule 2.
Amendments to the Administrative Suspension Byelaw
NOTE
205.
Membership (Overseas Deposits) Byelaw No. 2 of 1992, 4 March 1992
COMMENCEMENT
This
byelaw commenced on 4 March 1992.
AMENDMENTS
This
byelaw was amended by
Corporate
Members (Consequential Amendments) Byelaw (No. 20 of 1993)
Membership
(Overseas Deposits) (Amendment) Byelaw (No. 7 of 1997)
Membership
(Overseas Deposits) (Amendment) Byelaw (No. 24 of 1997)
Premiums
Trust Fund and Regulating Trustee Byelaw (No. 22 of 1998).
NOTE
The Council
of LloydÕs in exercise of its powers under section 6(2) of, and paragraph (20)
of Schedule 2 to, LloydÕs Act 1982 by special resolution hereby makes the
following byelaw.
1. Interpretation
The
provisions of Schedule 1 to this byelaw (Interpretation) shall have effect.
2. Provision
of overseas deposits
(1) The
Council may from time to time prescribe conditions and requirements regarding
the provision, or the procurement of the provision, by members of the Society
of funds in respect of and incidental to the establishment and maintenance of
overseas deposits.
(2) Without
prejudice to the generality of sub-paragraph (1), any conditions and requirements
prescribed under that sub-paragraph:
[(a) may impose
requirements which are absolute or which are to vary from time to time by
reference to such factors as are specified in or determined in accordance with
such conditions and requirements;
(b) may
make different provision for different cases or different classes of cases;
(c) may
include a requirement that members of the Society provide, or procure the
provision of, funds by way of loans to, or deposits with, the Society, the
Company, or such other person whether as a trustee or otherwise and whether out
of their premiums trust funds or otherwise;
[(cc) may include a
requirement that underwriting agents exercise any powers which they have under
any premiums trust deed to transfer funds to any Central Syndicate Sub-Fund
held under that premiums trust deed;]
NOTE
(d) may
include a requirement to complete applications, notices and other documents in
the prescribed form;
(e) may
include a requirement to execute and deliver or otherwise become a party to any
prescribed form of deed, trust deed, contract, assignment, undertaking,
mandate, authority, power of attorney or other document or instrument
whatsoever;
(f) may
specify circumstances in which members of the Society are to be exempt from any
such condition or requirement or may be excused from compliance with any such
condition or requirement to such an extent as the Council may think fit;
(g) may
include a requirement that members of the Society provide funds in different
currencies;
(h) may
provide for the determination of the amount to be provided in accordance with a
specified scale or other specified factors;
(i) may
prescribe the manner and timing of the provision of funds;
(j) may,
in the case of loans or deposits, provide that any such loan or deposit be made
in a particular form and on particular terms and at any rate of interest (or
without interest) and at any time or times and generally upon any terms
whatsoever as to repayment; and
(k) may
contain incidental, supplementary and transitional provisions.]
NOTE
[(3) Without
prejudice to the generality of the CouncilÕs powers under this paragraph to
prescribe conditions or requirements applicable to any member of the Society,
whether or not an underwriting member, the provision of funds or the
procurement of the provision of funds in accordance with any conditions or
requirements made under this byelaw shall be a condition relating to permission
to underwrite insurance business at LloydÕs and the provisions of Part E of the
Membership Byelaw (No. 17 of 1993) shall apply accordingly where any member of
the Society fails to comply with such condition.
(4) Any
sum required by the Council by conditions or requirements prescribed under this
paragraph 2 to be provided by or at the procurement of a member of the Society
shall be paid free and clear from any set-off, counterclaim or deduction on any
account whatsoever, and shall, if the Council so specifies, if not paid on the
due date for payment, bear interest from the due date until the date of payment
(as well after as before judgment) at the rate prescribed from time to time by
the Council; and the memberÕs obligation to provide or procure the provision of
such sum, together with any interest thereon, shall be enforceable by the
Society in any court of competent jurisdiction.]
NOTE
[2A. Prescribed
forms
(1) The
Council shall have power to prescribe the form and contents of any documents
referred to in this byelaw as being in the prescribed form.
(2) The
Council shall have power to prescribe who is to sign or execute any document
referred to in this byelaw as required to be signed or executed by or on behalf
of any person.]
NOTE
3. Supplemental
provisions
The
countries in which deposits are to be made out of the overseas deposit fund and
the amounts thereof and generally the manner in which such fund is to be dealt
with and applied shall be in the absolute discretion of the Council, if held by
the Society, or the directors of the Company, if held by the Company, and
nothing contained in this byelaw or in any condition or requirement made under
this byelaw shall be construed or operate as in any manner limiting such
discretion or as giving any member of the Society any right, title or interest
to require such fund or any part thereof to be deposited, dealt with or applied
in any particular manner or in any particular country.
4. Commencement
This byelaw
shall come into force on 4th March 1992.
Schedule 1.
Interpretation
1. In
this byelaw, unless the context otherwise requires:
ÒcountryÓ
includes any state, province or territory;
[Òthe
CompanyÓ means Additional Securities Limited and any other company for the time
being nominated by the Council under one or more premiums trust deeds as a
person with whom premiums trust funds may be deposited or to whom premiums
trust funds may be lent;]
NOTE
Òoverseas
deposit fundÓ means the aggregate amount of the funds provided by or on behalf
of members of the Society pursuant to any conditions and requirements made
under paragraph 2 of the byelaw for the time being in force;
Òoverseas
depositsÓ means deposits provided or maintained in respect of insurance
business of members of the Society in accordance with the statutory or other
requirements in that behalf from time to time in force in various parts of the
world;
Òpremiums
trust deedÓ means a trust deed in the form for the time being required by the
Council and approved by the Secretary of State under section 83 of the
Insurance Companies Act 1982 constituting a premiums trust fund; and
Òpremiums
trust fundsÓ means a fund of premiums and other monies held from time to time
by or under the control of trustees upon the trusts of a premiums trust deed.
206.
Membership Byelaw No. 17 of 1993, 8 September 1993
COMMENCEMENT
This
byelaw came into force on 8 September 1993.
AMENDMENTS
This
byelaw was amended by
Membership
(Amendment) Byelaw (No. 24 of 1993)
Corporate
Members (Miscellaneous Amendments) Byelaw (No. 29 of 1993)
CompaniesÕ
Accounts (Miscellaneous Amendments) Byelaw (No. 15 of 1994)
Syndicate
Accounting Byelaw (No. 18 of 1994)
Membership
(Amendment No. 2) Byelaw (No. 12 of 1995)
Membership
(Amendment No. 3) Byelaw (No. 17 of 1995)
Appeal
Tribunal Byelaw (No. 18 of 1995)
Membership
(Amendment No. 3) Byelaw (No. 23 of 1995)
Individual
Registration Byelaw (No. 13 of 1996)
New Central
Fund Byelaw (No. 23 of 1996)
Membership
(Amendment No. 5) Byelaw (No. 42 of 1996)
Agency
Agreements (Amendment No. 15) Byelaw (No. 10 of 1997)
Membership
(Amendment No. 6) Byelaw (No. 21 of 1997)
Membership
(Amendment No. 7) Byelaw (No. 11 of 1998)
Membership,
Council and Committee and Annual and Extraordinary General Meetings (Amendment)
Byelaw (No. 15 of 1998)
Captive
Corporate Members Byelaw (No. 19 of 1998)
Premiums
Trust Fund and Regulating Trustee Byelaw (No. 22 of 1998)
Agency
Agreements (Amendment No. 20) Byelaw (No. 6 of 1999)
Membership
(Amendment) Byelaw (No. 8 of 1999)
Membership
(Amendment No. 9) Byelaw (No. 18 of 1999)
Intermediary
Amendment Byelaw (No. 10 of 2000)
LloydÕs
Policy Signing Office Byelaw (No. 11 of 2000)
Annual
Subscribers Byelaw (No. 15 of 2000)
LloydÕs
Brokers Byelaw (No. 17 of 2000).
EXPLANATORY
NOTE
(This note
is not part of the byelaw.)
This
byelaw amends and consolidates the provisions of the Membership Byelaw (No. 9
of 1984) as amended.
It
also makes provision for the admission to membership of the Society of
corporate members and for such members to underwrite insurance business at
LloydÕs.
For the
full text of this byelaw, see Part A, 111.
207.
LloydÕs Advisers Byelaw No. 19 of 1993, 8 September 1993
COMMENCEMENT
This
byelaw came into force on 8 September 1993.
AMENDMENTS
This
byelaw was amended by
CompaniesÕ
Accounts (Miscellaneous Amendments) Byelaw (No. 15 of 1994)
Appeal
Tribunal Byelaw (No. 18 of 1995).
EXPLANATORY
NOTE
(This note
is not part of the byelaw.)
This
byelaw provides for the registration of a body corporate or partnership as a
LloydÕs adviser and for the review, renewal and withdrawal of such
registration.
The
Council may not grant registration under the byelaw unless satisfied that the
applicant is fit and proper to be a LloydÕs adviser.
The
byelaw empowers the Council to impose conditions and make requirements
regarding LloydÕs advisersÕ financial resources, and makes provision regarding
accounting records, accounts and other reports, audit and annual returns.
For the
full text of this byelaw, see Part A, 112.
208.
Run-Off Companies Byelaw No. 2 of 1995, 10 January 1995
COMMENCEMENT
Paragraphs
2, 3, 17 and 19 come into force on 1 October 1995. The rest come into force on
1 February 1995.
AMENDMENTS
This
byelaw was amended by
Appeal
Tribunal Byelaw (No. 18 of 1995)
Loss Review
(Revocation) Byelaw No. 16 of 1997)
Premiums
Trust Fund and Regulating Trustee Byelaw (No. 22 of 1998)
Run-Off
Companies (Amendment) Byelaw (No. 2 of 2000)
LloydÕs
Policy Signing Office Byelaw (No. 11 of 2000).
EXPLANATORY
NOTE
(This
note is not part of the byelaw.)
This
byelaw provides for the registration of a body corporate or partnership as an
approved run-off company and for the review, renewal and withdrawal of such
registration. It also provides that managing agents must delegate their
insurance functions and their administration and processing functions (as
defined in the byelaw) in respect of longer term run-off accounts (where they
are managing more than one such run-off account in respect of any one
syndicate) to approved run-off companies. Further, such functions must be
delegated in respect of any run-off account where this is the wish of a
majority of relevant syndicate members voting in general meeting or where the
Council so directs. Managing agents may, however, apply for approval to conduct
such work themselves; and they may be granted interim approval in respect of
the syndicates they manage when this byelaw comes into force.
The
Council may not grant registration under the byelaw unless satisfied that the
applicant is fit and proper to be an approved run-off company.
The
byelaw empowers the Council to impose conditions and make requirements
regarding approved run-off companiesÕ financial and operational resources, and
makes provision regarding tendering, accounting and other records, accounts and
other reports, audits, reviews and annual returns.
This
byelaw shall come into force in accordance with the provisions of paragraph 24.
For the
full text of this byelaw, see Part A, 114.
209.
LloydÕs Policy Signing Office Byelaw No. 11 of 2000, 22 June 2000
COMMENCEMENT
This
byelaw came into force on 22 June 2000.
EXPLANATORY
NOTE
(This note
is not part of the byelaw)
This
byelaw comes into force on 22 June 2000.
This
byelaw provides the legal framework for the transfer to a service provider of
those functions of LloydÕs that are carried out by that part of LloydÕs
currently known as LPSO (paragraph 2(1)).
In
addition, it provides for the carrying on by LloydÕs, whether through a
delegate (under paragraph 2(6)) or otherwise, of those services currently
undertaken by LPSO. The Council is empowered to require persons to use the
services of LPSO or its delegate or any transferee (paragraph 4), and may
impose conditions and requirements on any use of those services (paragraph 5).
Certain of the functions currently carried on by LPSO in relation to the
signing and finalisation of policies are described in Part D, and in Part E it
is made clear that information may be required in relation to the services,
that it may be stored but that confidentiality will generally be maintained. In
Part F, powers are granted to the Council to prescribe charges and expenses, to
make regulations, codes of practice and manuals, and to enter into agreements
in relation to the provision of services.
As
a consequential matter, this byelaw amends the Interpretation Byelaw (No. 1 of
1983, 500) by inserting in it a definition of ÒLPSOÓ and makes consequential
amendments to other byelaws and regulations. Amendments are made in particular
to the Central Accounting Byelaw (No. 20 of 1998, 525), on the basis that LPSO
currently assists in the provision of central accounting services. These
services may, as with the LPSO services generally, be delegated or provided by
a third party on such terms as the Council sees fit. Provisions are therefore
inserted into the Central Accounting Byelaw which mirror certain provisions of
this byelaw.
The
byelaw has immediate effect save that, in the case of amendments made to the
standard managing agentÕs agreement (general) and standard managing agentÕs
agreement (corporate member) the amendments shall have effect from 1 January
2002 in accordance with the variation provisions of those agreements, and the
provisions of the Agency Agreements Byelaw (No. 8 of 1988, 310).
210.
LloydÕs Claims Byelaw No. 12 of 2000, 21 August 2000
COMMENCEMENT
This
byelaw came into force on 21 August 2000.
EXPLANATORY
NOTE
(This note
is not part of the byelaw.)
This
byelaw comes into force on 21 August 2000. It revokes the LloydÕs 1994 ClaimÕs
Scheme Byelaw (No. 4 of 1994, 323) from a date to be determined by the Council.
This
byelaw provides the legal framework for the transfer to a service provider of
those functions of LloydÕs that are carried out by that part of LloydÕs
currently known as LCO (paragraph 2(1)).
In
addition, it provides for the carrying on by LloydÕs, whether through a
delegate (under paragraph 3(6)) or otherwise, of those services currently
undertaken by LCO. The Council is empowered to direct persons to use the
services of LCO or its delegate or any transferee (paragraph 4), and may impose
conditions and requirements on any use of those services (paragraph 5).
The
byelaw provides for the provision by brokers of claims information and relevant
documents to underwriters of following syndicates (paragraph 6). It also
provides for information to be provided to the Society or any service provider
(paragraphs 6Ð9). The Council may prescribe charges and expenses in connection
with claims services (paragraph 10) and may make regulations, codes of practice
and manuals in relation to claims (paragraph 11).
For the
full text of this byelaw, see Part E, 528
CÑConduct
of Business
This
heading relates to those entities/individuals permitted to conduct insurance
business in the market and sets out the provisions and rules which govern their
on-going transaction of business at Lloyd's within the parameters laid down by
the Registration and Prudential Supervision headings. These include their
"compliance" obligations and the methods by which they are to be
discharged.
300.
Substitute Agents Byelaw No. 20 of 1983, 18 July 1983
COMMENCEMENT
This
byelaw commenced on 18 July 1983.
AMENDMENTS
This
byelaw was amended by
Corporate
Members (Consequential Amendments) Byelaw (No. 20 of 1993)
Substitute
Agents (Amendment No. 2) Byelaw (No. 24 of 1995)
Individual
Registration Byelaw (No. 13 of 1996)
Premiums
Trust Fund and Regulating Trustee Byelaw (No. 22 of 1998)
Underwriting
Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Intermediary
Amendment Byelaw (No. 10 of 2000).
1. The
Council may, at its sole discretion, appoint a specified person to act as agent
or sub-agent (a ÒSubstitute AgentÓ) for any underwriting member of the Society
as to the whole or any part of that memberÕs underwriting business:Ñ
(a) where
such member has no underwriting agent for the whole or such part of his
underwriting business; or
(b) where
in the opinion of the Council:Ñ
(i) such
appointment is in the interests of such member; or
(ii) it
is essential for the proper regulation of the business of insurance at LloydÕs;
or
(c) where
the underwriting agent of such member is subject, either totally or in part, to
a direction of administrative suspension or to a direction or suspension
pursuant to a penalty or sanction imposed, confirmed or modified following
disciplinary proceedings.
2. Where
a Substitute Agent is appointed pursuant to this byelaw, the Council may give
such directions as it considers appropriate:Ñ
(a) to
the Substitute Agent; and/or
(b) to an
underwriting agent who at any time has acted for such member [whether or not in
the capacity of underwriting agent] or who is subject to suspension (the ÒPrior
Underwriting AgentÓ);
in
connection with the appointment of the Substitute Agent and the continuation of
the agency business of the Prior Underwriting Agent or concerning the
underwriting business of any member of the Society, and in particular without
prejudice to the generality of the foregoing may direct that:Ñ
(a) the
Substitute Agent, or any director, partner, agent or employee thereof, be
empowered to conduct the agency business of the Prior Underwriting Agent either
totally or in part; and/or
(b) the
Substitute Agent, or any director, partner, agent [[, employee or managing
agentÕs trustee]] thereof, be given possession of, or permitted access to, all
or any particular class of, information, documents or other material in the
possession, custody, power or control of the Prior Underwriting Agent; and/or
(c) the
Substitute Agent, or any director, partner, agent [[, employee or managing
agentÕs trustee]] thereof, be permitted to make entries in all, or any
particular class of, information, documents or other material in the
possession, custody, power or control of the Prior Underwriting Agent; and/or
(d) the
Substitute Agent, or any director, partner, agent [[, employee or managing
agentÕs trustee]] thereof, be permitted access to and control of all, or any
particular class of, bank accounts, funds or other investments maintained or
managed or controlled by the Prior Underwriting Agent in connection with its
agency business whether directly or indirectly and whether as principal, agent
or trustee; and/or
(e) the
Prior Underwriting Agent or any [[managing agentÕs trustee]] thereof resign as
trustee of all or any specified Premium Trust Funds or other trusts of which
the Prior Underwriting Agent or the [[managing agentÕs trustee]] is a trustee
and concur in the appointment of new trustees acceptable to the Council; and/or
(f) the
Prior Underwriting Agent execute any specified document, deed, contract,
assignment, novation, mandate, authority or bill of exchange.
NOTE
3. Where
a Substitute Agent is appointed pursuant to this byelaw, the Council may:Ñ
(a) give
such directions to any member of the Society, [[[É]]] [any] [[[[É]]]], any
underwriting agent, any director [, agent or employee of a corporate member],
partner, agent [[, registered individual]] or employee of [[[É]]]
[[[[É]]]] or an underwriting agent as the Council may consider appropriate in
connection with the appointment of the Substitute Agent and the continuation of
the agency business of the Prior Underwriting Agent or concerning the
underwriting business of any member of the Society or for the protection of any
LloydÕs policy holder, the Society, any member of the Society, [[[É]]]
[[[[É]]]], any underwriting agent or any other person doing business at
LloydÕs; and/or
NOTE
(b) make
such provision as it considers appropriate for the remuneration, expenses and
indemnification of the Substitute Agent, which provision may include a
direction that the Prior Underwriting Agent and/or members of the Society whose
underwriting business is dealt with by the Substitute Agent make payment of
remuneration and expenses to the Substitute Agent either totally or in part [;
and/or
(c) upon
that appointment, appoint one or more managing agentÕs trustees in respect of
it.]
NOTE
4. Where
a direction is made under paragraph 2 or 3 of this byelaw, such direction shall
take effect notwithstanding any contrary or inconsistent provision contained in
any agreement between the Prior Underwriting Agent and any member of the
Society. 5. The Council may, at its sole discretion, at any
time take such actions and make such directions as it considers appropriate to
revoke [or vary] any appointment or direction made under this byelaw, and make
such further directions consequential upon the revocation [or variation] as it
considers appropriate.
NOTE
[6. For
the avoidance of doubt:Ñ
(a) the
powers vested in the Council pursuant to this byelaw to appoint a substitute
agent or to issue directions incidental thereto shall apply in relation to an
underwriting member or a former underwriting member notwithstanding that he may
at the date of the appointment or direction or subsequently have ceased to be a
member of the Society by reason of resignation, death or otherwise; and
(b) except
where the context otherwise requires, references in this byelaw to an
underwriting member or a former underwriting member include references to his
personal representatives, trustee in bankruptcy, curator bonis, receiver or
committee or any other persons by law entitled or bound to administer his
affairs.]
NOTE
[7.
In paragraphs 2 and 3:
(a) Òpremiums
trust deedÓ has the meaning given in paragraph 1 of the Schedule to the
Membership Byelaw (No. 17 of 1993, 111); and
(b) Òmanaging
agentÕs trusteeÓ means, in regard to an underwriting agent, any trustee of one
or more premiums trust deeds designated under the terms of that deed or those
deeds as a or the managing agentÕs trustee in respect of that underwriting
agent.]
NOTE
301.
Information Relevant to the Operation of Sections 10, 11, and 12 of LloydÕs Act
1982 Byelaw No. 1 of 1984, 9 January 1984
COMMENCEMENT
This
byelaw commenced on 9 January 1984.
1. In
this byelaw the following expressions have the following meanings:Ñ
ÒLloydÕs
brokerÓ has the meaning given to it in section 12(1)(b) of the LloydÕs Act 1982
(Òthe ActÓ)
Òassociated
with a LloydÕs brokerÓ has the meaning given to it in sections 11(2) and 11(3)
of the Act
Òmanaging
agentÓ has the meaning given to it in section 12(1)(a) of the Act
Òassociated
with a managing agentÓ has the meaning given to it in section 10(2) of the Act
ÒdirectorÓ
has the meaning given to it in section 2(1) of the Act
ÒmanagerÓ
has the meaning given to it in section 2(1) of the Act
Òany
relevant personÓ means:Ñ
(i) in
relation to a body corporate any of the persons specified in section
12(1)(c)(i) to (iii) of the Act; and
(ii) in
relation to a partnership any of the persons specified in section 12(1)(d)(i)
to (v) of the Act.
Òunderwriting
agentÓ has the meaning given to it in Section 2(1) of the Act
2. (a) Any
body corporate or partnership for the time being permitted by the Council to
broke insurance business at LloydÕs shall by notice in writing inform the
Council immediately if:Ñ
(i) it
or any relevant person is or becomes a managing agent or associated with a
managing agent;
(ii) it
considers that it or any relevant person will become or is likely to become a
managing agent or associated with a managing agent; or
(iii) any
change has occurred at any time since 23rd July, 1982 or hereafter occurs in
the factors by reason of which it or any relevant person is associated with a
managing agent.
(b) Every
director, partner and manager of any such body corporate or partnership shall
inform that body corporate or partnership immediately of any matters known or
becoming known to him relevant to enable it to perform its duty under paragraph
(a) above. 3. (a) Any body corporate or partnership for
the time being permitted by the Council in the conduct of its business as an
underwriting agent to perform for an underwriting member one or more of the
following functions:Ñ
(i) underwriting
contracts of insurance at LloydÕs;
(ii) reinsuring
such contracts in whole or in part;
(iii) paying
claims on such contracts;
shall by
notice in writing inform the Council immediately if:Ñ
(i) it
or any relevant person is or becomes a LloydÕs broker or associated with a
LloydÕs broker;
(ii) it
or any relevant person will become or is likely to become a LloydÕs broker or
associated with a LloydÕs broker; or
(iii) any
change has occurred at any time since 23rd July, 1982 or hereafter occurs in
the factors by reason of which it or any relevant person is associated with a
LloydÕs broker.
(b) Every
director, partner or manager of any such body corporate or partnership shall
inform that body corporate or partnership immediately of any matter known or
becoming known to him relevant to enable it to perform its duty under paragraph
(a) of this paragraph.
302. The
Disclosure of Interests
Byelaw No.
3 of 1984, 9 April 1984
COMMENCEMENT
This
byelaw commenced on 9 April 1984.
AMENDMENTS
This
byelaw was amended by
Syndicate
Accounting Byelaw (No. 11 of 1987)
Underwriting
Agents (Amendment No. 7) Byelaw of 1993.
REVOCATION
This
byelaw was revoked on 4 August 1999 by byelaw No. 13 of 1999.
303. The
Underwriting Agents Byelaw No. 4 of 1984, 14 May 1984
COMMENCEMENT
This
byelaw commenced on 14 May 1984.
AMENDMENTS
This
byelaw was amended by
Underwriting
Agents (Amendment) Byelaw (No. 8 of 1987)
Underwriting
Agents (Amendment No. 2) Byelaw (No. 4 of 1988)
LloydÕs
Market Certificate Byelaw (No. 6 of 1989)
Underwriting
Agents (Amendment No. 3) Byelaw (No. 9 of 1989)
Underwriting
Agents (Amendment No. 4) Byelaw (No. 14 of 1989)
Underwriting
Agents (Amendment No. 5) Byelaw (No. 18 of 1989)
Underwriting
Agents (Amendment No. 6) Byelaw (No. 4 of 1990)
Miscellaneous
Administrative Provisions (Amendment No. 2) Byelaw (No. 1 of 1993)
Underwriting
Agents (Amendment No. 7) Byelaw (No. 7 of 1993)
Annual
Subscribers, Associates, Substitutes and Others Byelaw (No. 8 of 1993)
Information
and Confidentiality Byelaw (No. 21 of 1993)
Underwriting
AgentsÕ Qualifications (Miscellaneous Amendments) Byelaw (No. 32 of 1993)
Transitional
and Conversion Arrangements (Corporate Member) Byelaw (No. 9 of 1994)
Underwriting
Agents (Amendment No. 8) Byelaw (No. 13 of 1994)
CompaniesÕ
Accounts (Miscellaneous Amendments) Byelaw (No. 15 of 1994)
Syndicate
Accounting Byelaw (No. 18 of 1994)
Underwriting
Agents (Amendment No. 9) Byelaw (No. 3 of 1995)
Underwriting
Agents (Amendment No. 10) Byelaw (No. 8 of 1995)
Underwriting
Agents (Amendment No. 11) Byelaw (No. 15 of 1995)
Appeal
Tribunal Byelaw (No. 18 of 1995)
Underwriting
Agents (Amendment No. 12) Byelaw (No. 5 of 1996)
Conversion
and Related Arrangements Byelaw (No. 22 of 1996).
Underwriting
Agents (Amendment No. 13) Byelaw (No. 36 of 1996)
Underwriting
Agents (Amendment No. 14) Byelaw (No. 20 of 1997)
Underwriting
Agents (Amendment No. 15) Byelaw (No. 14 of 1998)
Captive
Corporate Members Byelaw (No. 19 of 1998)
Premiums
Trust Fund and Regulating Trustee Byelaw (No. 22 of 1998)
Training
and Development Byelaw (No. 23 of 1998)
Proportional
Reinsurance Syndicates Byelaw (No. 9 of 1999)
Underwriting
Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
LloydÕs
Policy Signing Office Byelaw (No. 11 of 2000)
Annual
Subscribers Byelaw (No. 15 of 2000)
LloydÕs
Brokers Byelaw (No. 17 of 2000)
Underwriting
Agents (Amendment No. 17) Byelaw (No. 2 of 2001).
For the
full text of this byelaw, see Part A, 101.
304. The
Agency Agreements Byelaw No. 1 of 1985, 11 March 1985
COMMENCEMENT
This
byelaw commenced on 11 March 1985.
The Council
of LloydÕs in exercise of its power under Section 6(2) of the LloydÕs Act 1982,
by Special Resolution hereby makes the following byelaw.
1. The
Standard Agency Agreement
In
this byelaw the Standard Agency Agreement means an agreement in the form of and
including the terms of the agreement set out in Schedule 1 to this byelaw.
2. The
Standard Sub-Agency Agreement
In
this byelaw the Standard Sub-Agency Agreement means an agreement the terms of
which include those set out in Schedule 2 to this byelaw.
3.
Prohibition on transacting business
Insurance
business shall not be underwritten at LloydÕs at any time after 31 December
1986 in pursuance of an agency agreement or sub-agency agreement which is not a
Standard Agency Agreement or a Standard Sub-Agency Agreement.
4.
Transitional provision
Nothing
in paragraph 3 above shall prevent an underwriting agent from running off the
insurance business of an underwriting member, underwritten for a year of
account prior to 1st January 1987, in pursuance of an agency agreement other
than a Standard Agency Agreement or a Standard Sub-Agency Agreement.
Schedule 1.
The Agency Agreement
THIS
AGREEMENT is made the ÑÑ day of ÑÑ One thousand nine hundred and Ñ BETWEEN ÑÑ
(hereinafter called Òthe NameÓ which expression, where the context so admits,
includes the NameÕs executors, administrators or assigns) of the one part and
ÑÑ (hereinafter called Òthe AgentÓ which expression in the case of a firm,
where the context so admits, includes any such person or persons as are for the
time being carrying on, under whatever style or name, the partnership business
carried on by that firm) of the other part. WHEREAS the Name is or
is about to become an underwriting member of LloydÕs, and it has been arranged
that the Agent shall act as his underwriting agent at LloydÕs upon the terms
hereinafter mentioned.
NOW
IT IS HEREBY AGREED AND DECLARED between the parties hereto as follows:Ñ
1.
Definitions:
In
this Agreement the under mentioned expressions shall where the context so
requires or admits have the following meanings:Ñ
(a) The
expression Òthe SyndicateÓ shall mean the syndicate or, if more than one, each
of the respective syndicates of which the Name is for the time being a member
under the provisions of this Agreement, being the syndicate or syndicates
specified in the Schedule(s) attached hereto at the date hereof and in any
additional Schedule which may hereafter be attached to agreement between the Name
and the Agent, as such syndicate or syndicates shall from time to time be
constituted, and no subsequent change in the number or name by which any such
syndicate is known shall affect the provisions of this Agreement. The
expression Òany SyndicateÓ shall mean any one or more or all of the
syndicate(s) of which the Name is for the time being a member under the
provisions of this Agreement.
(b) The
expression Òthe Syndicate ScheduleÓ shall mean the Schedule hereto or, if more
than one, each of the respective Schedules attached hereto for the time being,
and each such Schedule shall be deemed to be incorporated in and form part of
this Agreement.
(c) The
expression Òthe underwriting businessÓ shall have the meaning given to it in
Clause 2(a) hereof.
(d) The
expression Òthe Premiums Trust DeedÓ shall mean the trust deed (in form
approved by the Secretary of State) already executed or to be executed by the
Name with reference to the underwriting business.
(e) The
expression Òthe CouncilÓ shall mean the Council of LloydÕs and shall include
its delegates.
(f) The
expression ÒyearÓ shall mean a calendar year.
2.
Appointment of the NameÕs Agent at LloydÕs:
(a) The
Agent shall act as the underwriting agent for the Name for the purpose of
underwriting at LloydÕs for the account of the Name such classes and
descriptions of insurance business, other than those prohibited by the Council,
as may be transacted by the Syndicate (hereinafter referred to as Òthe
underwriting businessÓ).
(b) In
acting as underwriting agent for the Name the Agent shall at all times comply
with the byelaws, regulations and requirements for the time being of the
Council affecting the Name as an underwriting member of LloydÕs. Provided that
if and to the extent that any provision of this Agreement shall be inconsistent
with any such byelaw, regulation or requirement such inconsistent provision
shall be deemed to be modified or cancelled so far as may be necessary or
appropriate to the intent that the byelaw, regulation or requirement in question
shall prevail and have full effect.
3. Date of
joining the Syndicate:
The
date on and from which the Name is to be included as a member of the Syndicate
shall be the date specified in the Syndicate Schedule.
4. Powers
of the Agent:
(a) The
Agent is authorised, and such authority shall continue to subsist so far as may
be appropriate until the winding-up of the underwriting business shall have
been completed, to exercise such powers as the Agent may consider to be
necessary or desirable in connection with or arising out of the underwriting
business, including without prejudice to the generality of the foregoing:
(i) the
acceptance of risks and the effecting of reinsurance, including reinsurance for
the purpose of Clause 5(g) hereof;
(ii) the
settlement and/or compromise of claims, whether such claims shall in the
opinion of the Agent be legally enforceable or not;
(iii) the
making of any arrangement and/or the participation in any project which in the
opinion of the Agent will or may avoid a claim or obviate or reduce the risk of
or liability for a claim; and
(iv) the
taking and authorisation of all necessary actions and proceedings on behalf of
the Name for the enforcement by the Name of his agreement with the other
members of any Syndicate as referred to in paragraph (ii) of Clause 18 hereof.
(b) Without
prejudice to the generality of the provisions of sub-clause (a) of this Clause,
the Agent shall have the following customary and/or special powers in
connection with the conduct and winding-up of the underwriting business:
(A) Compliance
with statutory provisions and with requirements of LloydÕs:
Power
to comply on behalf of the Name with the requirements prescribed by LloydÕs
Acts 1871 to 1982, the Insurance Companies Act 1982 and all other statutory
provisions, byelaws, regulations and requirements for the time being in force
and affecting the Name as an underwriting member of LloydÕs.
(B) Execution
of documents on behalf of the Name:
Power
to sign or execute, or to accede to, on behalf of the Name all deeds,
instruments, contracts and agreements relating to the underwriting business,
whether with the Corporation of LloydÕs or others, to which the Name may be
required by the Council to become a party or to which the Agent may consider it
desirable in the interests of the Name that the Name should become a party, and
which are not required by the Council or by any statutory or governmental
authority to be signed or executed by the Name personally.
(C) Execution
of Powers of Attorney:
Power
(without prejudice to the generality of the provisions of paragraph (B) above)
to execute on behalf of the Name powers of attorney for use in any part of the
world in connection with any aspect of the underwriting business, including
powers of attorney in the form required by the Council in favour of each and
every person, firm or body corporate who shall for the time being be United
States General Counsel for LloydÕs Underwriters.
(D) Compliance
with EEC, foreign etc laws and regulations:
Power
to comply on behalf of the Name with EEC, foreign, Commonwealth, colonial and
local laws, ordinances and regulations.
(E) Collection
of money and payments:
Power
to collect all premiums and other monies due to the Name in connection with the
underwriting business; and, as provided by Clause 9 hereof, to pay on the
NameÕs behalf all liabilities and outgoings due from the Name.
(F) Legal
proceedings:
Power
to take in any part of the world, and in such name or names as the Agent may
think fit (whether or not including the name of the Name), such legal or other
proceedings as may in the opinion of the Agent be necessary or desirable for
the proper conduct of the underwriting business; and to accept in any part of
the world service of writs, notices, processes and other communications from
time to time requiring to be served on the Name in connection with or arising
out of the underwriting business.
(G) Delegation
of AgentÕs powers:
Power,
subject to any requirements of the Council, to appoint to employ any person,
firm or body corporate to carry on or manage the underwriting business or any
part thereof, and to delegate or to confer upon any person, firm or body
corporate all or any of the powers, authorities and discretions given to the
Agent by this Agreement including this power of delegation and the other powers
contained in this paragraph.
5. Control
of underwriting business:
(a) The
Agent shall have the sole control and management of the underwriting business
and the Name shall not in any way interfere with the exercise of such control
or management.
(b) The
underwriting business shall be conducted in the same manner as may for the time
being be adopted by the Agent for the other members of the same Syndicate for
whom the Agent for the time being acts as underwriting agent.
(c) The
allocation of the NameÕs overall premium income limit in whole or in part to
the Syndicate shall be as from time to time agreed between the Name and the
Agent. Subject thereto, the Name shall have such share in the risks underwritten
on behalf of the Syndicate as the Agent shall from time to time at the
commencement of each year determine, and such share shall not be substantially
altered during the course of each year other than by reason of the operation of
the provisions of Clause 17 hereof.
(d) The
Agent shall discharge or procure the discharge of such duties as from time to
time are imposed on Managing and Members Agents by the Syndicate Premium Income
Byelaw and Monitoring Regulation, or any re-enactment or replacement of the
same.
(e) The
Name acknowledges that, by reason of the custom and practice of LloydÕs, risks
underwritten prior to any year of his membership of the Syndicate may be
included in the underwriting business, and the Name hereby ratifies the acceptance
and/or the manner of the AgentÕs accounting treatment of all or any such risks
and agrees to accept his due proportion of any liability which may arise in
respect thereof.
(f) Interest
and dividends received during any calendar year in respect of deposits or
investments made or held under Clause 10(b) hereof, and appreciation in the
value of such investments, as shown by realisations or transfers made during
the year or by valuation at the end of the year, and made where practicable at
the mean market price or at such other price as the Agent may determine (but
only within the limits from time to time permitted by the Council), shall be
divided between the underwriting accounts open during that year in such
proportions as the Agent shall in the absolute discretion of the Agent think
fair having regard to the balances available for investment in each of the said
accounts at the time of the exercise of such discretion.
(g) In
order to close the underwriting account of any year the Agent may:
(i) reinsure
all or any outstanding liabilities in such manner as the Agent shall think fit,
including the debiting of such account and the crediting of the underwriting
account of the next succeeding year with such reinsurance premium as the Agent
in its absolute discretion (subject to any requirements of the Council) thinks
fair or
(ii) reinsure
all or any outstanding liabilities into the underwriting account of any other
year then remaining open or in any other manner which the Agent (subject as
aforesaid) thinks fair.
(h) Instead
of closing an underwriting account in accordance with the provisions of
sub-clause (g) of this Clause the Agent may allow the whole or part thereof to
remain open until its outstanding liabilities shall have run off or shall have
been reinsured under sub-clause (g) hereof.
(i) The
Agent may, irrespective of the date of acceptance of a risk or of the signing
of a policy (but only within the limits from time to time permitted by the
Council), determine to which year of account the benefit or burden of any
insurance shall belong.
6.
Provisions relating to accounts & accounting records:
The
following provisions shall apply concerning the accounts and accounting records
of the underwriting business:
(a) The
Agent shall comply with, or procure compliance with, the byelaws, regulations,
or requirements of the Council from time to time dealing with accounting to
underwriting members of LloydÕs.
(b) The
accounting and other records kept by the Agent shall be the property of the
Agent.
(c) The
Name, or any professional person employed by him or on his behalf, shall be
entitled at reasonable times to inspect all accounting and other records in the
possession or power of the Agent relating to the underwriting business and to
make extracts and copies of any matters recorded therein.
7. Waiver
of confidentiality:
The
Name hereby waives all such confidentiality as attaches to any information
relating to the underwriting business where that information is sought in
connection with an inquiry appointed by the Council under the Inquiries and
Investigations byelaw or any re-enactment or replacement of the same
(hereinafter referred to as Òa LloydÕs InquiryÓ). The Agent is hereby
authorised and directed to effect a waiver on its own behalf of all such confidentiality
as would be owed to the Agent by a sub-agent or auditor appointed by the Agent
in connection with the conduct of the underwriting business where information
relating to the underwriting business is sought of either of them in connection
with a LloydÕs Inquiry. The Agent is empowered to authorise and direct any
sub-agent appointed by the Agent to waive any confidentiality that may be owed
to such sub-agent by an auditor appointed by such sub-agent where information
relating to the underwriting business is sought of such auditor in connection
with a LloydÕs Inquiry.
8.
Remuneration:
(a) The
Name shall pay to the Agent as remuneration for the services of Agent a fee at
the rate per annum specified in the Syndicate Schedule.
(b) The
Name will also pay to the Agent a profit commission as provided in the
Syndicate Schedule and such commission shall be paid when the net result of
each closed year of account has been ascertained. The profit upon which
commission is payable shall be ascertained in accordance with the provisions of
sub-clause (c) of this Clause as supplemented in relation to the Syndicate by
the additional provisions of the Syndicate Schedule.
(c) The
provisions referred to in sub-clause (b) above are as follows:Ñ
(i) The
profit or loss of each closed year of account shall be taken separately and
shall not be affected by the result of any year of account.
(ii) The
profit or loss of any Syndicate shall not be affected by the profit or loss of
any other Syndicate, but for this purpose the results of such Syndicate shall
be aggregated with the results of any associated Syndicate in which all the
members of such Syndicate underwrite business of a class or classes permitted
under the rules of LloydÕs for the time being as incidental to the business of
such Syndicate.
9.
Undertaking by the Name to pay all liabilities and outgoings:
(a) The
Name shall keep the Agent at all times in funds available for the payment of
the liabilities, expenses and outgoings of the underwriting business. All such
funds and any other monies for the time being held on the NameÕs behalf may in
the absolute discretion of the Agent be paid or applied in or towards the
discharge of such liabilities, expenses and outgoings provided that in the case
of expenses and outgoings incidental to the conduct of the underwriting
business they are proper and reasonable in incidence and amount. The Agent
shall have an unfettered discretion in determining the funds from time to time
required from the Name for the purpose of making any such payments as
aforesaid, and the Agent shall be the sole judge both as to the existence and
as to the amount (or the estimated amount) of any such liability, expense or
outgoing. The Agent shall be under no liability to make any such payments otherwise
than out of assets for the time being held for the account of the Name; but
should the Agent nevertheless do so, the Name shall reimburse the Agent in
respect thereof.
(b) The
Name shall pay any funds required by the Agent under sub-clause (a) of this
Clause free from and clear of any set-off, counterclaim or other deduction on
any account whatsoever and promptly within such period for payment as the Agent
may in its discretion specify in its requirement; and in respect of such
payment time shall be of the essence. The Name hereby agrees that no such
set-off, counterclaim or deduction shall be a defence to any proceedings
instituted by the Agent to enforce a requirement, and the Name waives stay of
execution and consents to the immediate enforcement of any judgment obtained in
such proceedings.
(c) It
shall be a condition precedent to the issue of proceedings or the making of any
reference to arbitration by the Name in respect of any matter arising out of or
in any way connected with either the making of such requirement by the Agent or
the subject matter thereof, or the preparation or audit of the accounts
referred to in Clause 6, that the Name shall have duly complied with any such
requirement made or purported to be made by the Agent, and no cause of action
in respect of any such matter shall arise or accrue in favour of the Name until
such requirement shall have in all respects been duly complied with. At no time
shall the Name seek injunctive or any other relief for the purpose (or which
has the result) of preventing the Agent from making or enforcing any such
requirement or of preventing the Agent or any sub-agent from applying any money
or assets for the time being held by them respectively on behalf of the Name in
or towards the discharge of the liabilities, expenses and outgoings of the
underwriting business.
(d) All
expenses and outgoings incidental to the conduct of the underwriting business
which in the opinion of the Agent ought to be shared rateably between the Name
and any other member of the Syndicate shall be debited to the underwriting
accounts and the NameÕs rateable part thereof shall be calculated according to
the NameÕs premium income allocation for the time being in the Syndicate. In
the case of any such expense or outgoing which has been incurred in respect of
more than one Syndicate or more than one year of account, or in the case of a
credit received in respect of any such expense or outgoing, the Agent may debit
or credit the respective underwriting accounts with such proportions thereof as
the Agent in its absolute discretion thinks fair.
(e) Notwithstanding
that the Name is obliged under the foregoing provisions of this Clause to keep
the Agent at all times in funds as therein mentioned, the Agent is hereby
authorised at its sole discretion from time to time to borrow monies from any
source (including the Agent) for the purpose of meeting any liabilities,
expenses or outgoings wholly and exclusively arising in connection with the
underwriting business of such amount, in such manner with or without security,
and generally upon such terms as the Agent may from time to time think
reasonable. The Name agrees to keep the Agent indemnified in respect of any
such borrowing and all interest, actions, claims, costs, charges and expenses
arising in connection therewith and undertakes to reimburse the Agent in
respect thereof forthwith upon the written request of the Agent.
10. The
Premiums Trust Deed:
(a) All
premiums and other monies collected on behalf of the Name shall be held upon
the trusts declared in the Premiums Trust Deed, and shall be paid into the
banking accounts designated as trust accounts kept for the purpose of the
underwriting business.
(b) Any
monies standing to the credit of the said banking accounts which in the opinion
of the Agent are not required for the current service of the underwriting
business shall be placed on deposit or invested in accordance with the
provisions of the Premiums Trust Deed.
11. Profits
and reserves:
(a) Profits
shall not be distributed to the Name in respect of any underwriting account
until it has run for at least three years. Subject as aforesaid, the Agent
shall as soon as practicable pay to the Name the profit of the underwriting
business, or such part thereof as the Agent shall in its sole discretion decide
to distribute from time to time (hereinafter called Òthe distributable
profitÓ); and in the event of such payment being delayed for any reason beyond
fourteen days from the date upon which the distributable profit was received by
the Agent the Name shall be entitled to interest as from such date on the
distributable profit at not less than the notional rate of interest which would
have been earned had the distributable profit been placed on seven-day deposit
at the AgentÕs bank as at such date as aforesaid, but the Name shall not
otherwise be entitled to interest on the distributable profit.
(b) The
Agent may from time to time retain out of the profit which would otherwise be
payable to the Name any monies which the Agent may in the absolute discretion
of the Agent think desirable to carry to reserve and such monies shall remain
subject to the provisions of the Premiums Trust Deed.
(c) Any
monies or investments transferred by the Name to the Agent by mutual agreement
to constitute a personal reserve or otherwise for the purpose of meeting the
NameÕs obligations under this Agreement shall be held and remain subject to the
provisions of the Premiums Trust Deed.
12.
Termination of agency:
(a) The
agency shall be terminated upon the Name ceasing to be an underwriting member
of LloydÕs, or upon the suspension by the Council consequent upon the outcome
of disciplinary proceedings either of the NameÕs underwriting membership of
LloydÕs or of the NameÕs underwriting.
(b) The
agency shall also be terminated upon the Agent in its capacity as MembersÕ
Agent ceasing for any reason to be an underwriting agent approved by the
Council, or upon the AgentÕs right to act as MembersÕ Agent at LloydÕs being
suspended in whole or in part by the Council.
Provided
that the agency shall not be terminated ipso facto upon the happening of any of
the foregoing events if within seven days or such longer period as the Council
may allow either:
(i) the
Agent shall have with the prior approval of the Council delegated to a person,
firm or body corporate acceptable to the Council the future management of the
underwriting business (or such part thereof as may in the circumstances be
appropriate) and such delegation has been accepted by such person, firm or body
corporate or
(ii) A
Substitute Agent shall have been nominated by the Council pursuant to the
provisions of Clause 13(b) hereof
and in both
such events the agency shall continue and shall subsist, in the case of
sub-paragraph (i) as between the person, firm or body corporate therein
referred to and the Name so long as such person, firm or body corporate shall
continue to manage the underwriting business (or such part thereof as
aforesaid) to the satisfaction of the Council, and in the case of sub-paragraph
(ii) as provided by Clause 13(c) hereof.
Provided
also that, where the suspension of the AgentÕs right to act as an underwriting
agent at LloydÕs shall have been removed, the agency shall continue as between
the Name and the Agent on the termination of the delegated authority under
sub-paragraph (i) hereof or of the appointment of the Substitute Agent (as the
case may be).
(c) The
agency shall be determinable either wholly or in respect of any Syndicate on
the 31st December of any year by the Name or the Agent giving to the other not
less than six calendar months previous written notice. Provided that in any
year in which the annual report of any Syndicate as at the preceding 31st
December is received by the Name later than the 1st June, the said notice
period of six calendar months shall not apply in relation to such Syndicate;
and in lieu thereof the agency in respect of such Syndicate shall be
determinable by the Name on the 31st December of that year by written notice
given at any time within thirty days of the receipt of the said report.
(d) The
agency may be terminated by the Agent giving to the Name not less than
forty-eight hours written notice if:
(i) the
Name shall fail or neglect to comply within a reasonable time with a written
request by the Agent to put the Agent in funds pursuant to the NameÕs
obligations under Clause 9(a) hereof or
(ii) the
Name shall refuse or be unable to pay the NameÕs debts as they become due or to
meet the NameÕs commercial obligations as they arise or
(iii) the
Name shall through mental or other infirmity become incapable of managing the
NameÕs affairs.
(e) The
giving of a notice to terminate the agency shall not affect the authority of
the Agent to accept risks and sign the issue policies on behalf of the Name or
the NameÕs account until the date of the expiry of the notice.
(f) Notwithstanding
the termination of the agency or of the AgentÕs authority to accept risks, the
Agent is authorised in respect of risks accepted prior to such determination to
sign and issue policies in the name of the Name or in the names of any other
underwriting member or members of LloydÕs who were, during the remainder of the
year in which such termination occurred, members of the same Syndicate as the
Name and who shall, if the Agent so determines, pay to the Name the NameÕs
share of any profit in respect of such risks or (as the case may be) be
entitled to an indemnity from the Name for any loss in respect of such risks.
(g) After
the termination of the agency or of the AgentÕs authority to accept risks, the
Agent for the purposes of Clause 17(a)(ii) shall be entitled but not obliged to
accept risks and to sign and issue policies in the name of any underwriting
member or members of LloydÕs who were, during the remainder of the year in
which such termination occurred, members of the same Syndicate as the Name in
place of the Name, in which case such underwriting member or members of LloydÕs
shall pay to the Name the NameÕs share of any profit in respect of such risks
or (as the case may be) be entitled to an indemnity from the Name for any loss
in respect of such risks.
(h) The
agency shall not be terminated otherwise than under the provisions of this
Clause or by reason of the NameÕs death, bankruptcy or insanity. If the Name shall
purport to terminate the agency or to resign the NameÕs underwriting membership
of LloydÕs other than in accordance with the foregoing provisions of this
Clause, the Name shall be deemed ipso facto to be in breach of this Clause.
13.
Withdrawal or suspension of AgentÕs approval:
(a) Where
the Agent acts as the Managing Agent of any Syndicate, then in the event of the
withdrawal or suspension (in whole or in part) of the AgentÕs approval as such
by the Council the Agent may not exercise under Clause 4(b)(G) hereof the power
of delegation of the right to act as Managing Agent of such Syndicate save with
the prior approval of the Council and (except in the case of an administrative
suspension) of the Name.
(b) In
the event of the withdrawal or suspension (in whole or in part) of the AgentÕs
right to act as an underwriting agent at LloydÕs, the Name shall be deemed to
have appointed as his underwriting agent in place of the Agent such person,
firm or body corporate (herein referred to as the ÒSubstitute AgentÓ) as may be
nominated by the Council for the purpose of carrying on the underwriting agency
business of the Agent or such part thereof as the Council may direct, and the
provisions of this sub-clause shall apply notwithstanding any prior delegation
by the Agent, except insofar as, and to the extent that, such delegation has
been approved by the Council pursuant to paragraph (i) of Clause 12(b) hereof.
(c) The
deemed appointment of the Substitute Agent shall take effect as on and from
such date as the Council may direct and shall continue, subject to Clause 12(c)
hereof, until it shall be terminated by the Council. Otherwise the deemed
appointment shall be upon like terms to those contained in this Agreement, and
this Agreement shall during the period of such appointment be read and
construed and take effect (so far as may be appropriate having regard to the
extent to which the Substitute Agent has at the request of the Council agreed
to assume the powers, authorities and discretions vested in the Agent under
this Agreement) as though it had been made between the Name and the Substitute
Agent.
14.
Notification of insolvency:
The
Name shall forthwith notify the Agent in the event of
(i) a
bankruptcy petition being presented against the Name, or
(ii) the
Name making or proposing any composition with his creditors or otherwise
acknowledging his insolvency, or
(iii) an
order in bankruptcy being made against the Name by the due process of law of
any country, or
(iv) the
Name being adjudicated bankrupt, or being adjudicated or declared insolvent by
the due process of the law of any country, or
(v) any
actions equivalent to the above taken by or in respect of the Name.
15. Winding
up on termination of agency:
On
termination of the agency in respect of any Syndicate, the Agent shall be
empowered and obliged to wind up the underwriting business relative to such
Syndicate as agent for the Name and shall be paid as remuneration for so doing
a winding-up fee of the amount specified in the Syndicate Schedule, which shall
be payable at the commencement of the winding-up. There shall, notwithstanding
the termination of the agency, continue to be vested in the Agent all the
powers, authorities and discretions which have been conferred upon the Agent by
this Agreement except the authority to accept risks on behalf of the Name other
than
(i) variations
and extensions of existing risks effected under the customary and usual powers
of the Agent, and
(ii) the
reinsurance to close the underwriting account of any earlier year.
16. Changes
in participation of underwriter etc.
In
the event of a decision that the underwriter for any Syndicate or a director or
partner of the Agent, being a member of any Syndicate, or a director or partner
of the Managing Agent of any Syndicate, being a member of such syndicate,
(a) cease
to be a member of such Syndicate, or
(b) reduce
his premium income limit allocated to such Syndicate, or
(c) effect
any individual reinsurance of his personal participation in the results of such
Syndicate otherwise than under an estate protection contract,
then as
soon as such decision is reached or notified to the Agent, notice of the
decision, and in the case of paragraphs (a) and (b) above the reasons therefor
and circumstances thereof, shall be given in writing to the Name.
17. Taking
over provisions:
(a) In
the event of changes in the membership of any Syndicate for any reason
whatsoever, including suspension, occurring other than at the end of a year,
then for the purpose of calculating the profit or loss of the Name and of every
other member of such Syndicate for the year in question, the following
provisions shall apply:Ñ
(i) In
the event of the death or bankruptcy of the Name, or in the event of the NameÕs
membership of such Syndicate being terminated by virtue of the provisions of
Clause 12(d)(ii) hereof, on a date other than the 31st December in any year,
the Name shall be treated as though the Name had taken no part in the
underwriting business of that year as a member of such Syndicate; and the
profit or loss which, apart from this provision, would have accrued to the Name
from his participation as a member of such Syndicate in that year, together
with the NameÕs responsibility for all liabilities expenses and outgoings
payable in connection with the underwriting business relative to such
Syndicate, shall be taken over by the other members of such Syndicate in the
proportions which their shares bore to each other at the date of the outgoing
NameÕs death or cessation.
(ii) In
the event of the Name terminating or purporting to terminate the agency or the
AgentÕs authority to accept risks in relation to such Syndicate on a date other
than the 31st December in any year or otherwise in breach of Clause 12(c), or
in the event of the Name resigning his underwriting membership of LloydÕs in
breach of Clause 12(h), then, without prejudice to any legal rights or remedies
which may be available to the Agent or the other members of such Syndicate in
consequence of the breach, the liabilities of the Name in respect of risks
underwritten for the account of the year in which such event occurs shall, for
the purpose of calculating the profit or loss of the Name and of every other
member of such Syndicate for the year in question, be assessed by the Agent on
the footing that the agency and/or the AgentÕs authority to accept and/or to
account for risks had continued until 31st December of that year.
(iii) In
the event of the name or any other member of such Syndicate ceasing other than
by reason of any of the events mentioned in sub-paragraphs (i) and (ii) of this
sub-clause to be a member of such Syndicate on a date other than the 31st
December in any year, or in the event of any person becoming a member of such
Syndicate on a date other than the 1st January in any year, then, as between
all the members (including the Name) of such Syndicate or their personal
representatives (including any other outgoing or incoming members or their
personal representatives), the profit or loss of such Syndicate for the year
shall be divided between the members of such Syndicate as follows, due regard
being had to the provisions of sub-paragraphs (i) and (ii) of this sub-clause
and their effect in relation to any individual member of such Syndicate in
respect of the year in question:
A. The
year shall be divided into periods, that is to say from the beginning of the
year until the date of the first variation to which this sub-paragraph applies
in the membership of such Syndicate; each period between each such variation;
and the last period being from the date of the last such variation in the
membership of such Syndicate until the end of the year.
B. On
the closing of such SyndicateÕs accounts for the year the profit or loss of
such Syndicate shall be apportioned between the said periods by reference to
the number of days in each period.
C. The
profit or loss apportioned to each period shall be apportioned between the
members who were members of such Syndicate during such period by reference to
their respective shares in such Syndicate for such period.
D. The
profit or loss of each member for the whole year shall then be ascertained by
aggregating the profit or loss of such member in respect of each of the periods
during which he was a member of such Syndicate.
(b)
In case of any question arising as to the construction or operation of any part
of this Clause, the decision of the Syndicate Auditors for the time being shall
be final.
(c)
The Agent is authorised from time to time to decide on behalf of the Name, and
the Name agrees to be bound by the decision of the Agent, as to whether the
expression ÒSyndicateÓ as used in this Clause shall in relation to any
Syndicate mean either:
(i) all
the members of such Syndicate or
(ii) a
syndicate or group forming part of such Syndicate and consisting of members for
whom the Agent is the direct underwriting agent with or without the inclusion
therein of members for whom other persons, firms or bodies corporate are the
underwriting agents.
18.
Syndicate and arbitration agreement:
By
entering into this Agreement the Name shall be treated as agreeing to enter
into a binding Syndicate and Arbitration Agreement in the form annexed hereto
with each and every member of the Syndicate for the time being and with each
and every MembersÕ Agent for the time being recorded on the Syndicate Stamp and
with the Managing Agent for the time being of the Syndicate. The Name
authorises and directs the Agent to take all necessary steps, including the
conferring of any necessary authority on the Managing Agent or the Syndicate,
(i) to
procure that such Syndicate and Arbitration Agreement is entered into annually
in relation to the Syndicate, and
(ii) to
enforce Clause 2 of such Syndicate and Arbitration Agreement as agent for and
on behalf of and at the expense of all such members (including the Name but
excluding any such member as is hereinafter referred to) by taking such action
or proceedings as the Agent (and/or such Managing Agent) may in its absolute
discretion think fit against any member of any Syndicate who in its opinion has
committed or threatens to commit a breach of the terms of such Syndicate and
Arbitration Agreement.
19.
Production of documents:
If
the Name shall have formulated a claim against the Agent which relates in whole
or in part to any aspect of the underwriting business the Name, or any
professional person employed by him or on his behalf, shall be entitled to
require the Agent to disclose all such documents in the possession or power of
the Agent as may be relevant to any issue arising or likely to arise out of
such claim and to produce extracts or copies of any such documents. Provided
that the Agent shall not be required to disclose to the Name any document which
the Agent could not be compelled to produce in the course of proceedings
instituted by the Name in relation to such claim.
20.
Agreement not to constitute a partnership:
Nothing
in this Agreement shall constitute any partnership between (a) the Name and the
Agent or (b) the Name and any other underwriting member of LloydÕs or (c) the
Name and any other person or persons whomsoever.
21.
Variation:
Other
than in respect of the matters referred to in Clause 8 hereof or in consequence
of the operation of Clause 2(b) hereof, none of the terms of this Agreement
shall be capable of being varied or amended in any manner whatsoever,
including, without prejudice to the generality of the foregoing, by
inconsistent collateral agreement, unless the Council consents to such
variation or amendment, in which case such variation or amendment shall be made
in writing signed by the parties hereto.
22.
Arbitration:
(a) Any
dispute, difference, question or claim which may arise between the Agent and
the Name and which shall not constitute a Syndicate dispute falling within
Clause 3 of the Syndicate and Arbitration Agreement referred to in Clause 18
hereof shall be referred to arbitration in London by a sole Arbitrator to be
appointed at the instance of either party by the Chairman or a Deputy Chairman
of LloydÕs for the time being.
(b) In
conducting any arbitration provided for under this Clause the Arbitrator shall
not be bound by the strict rules of procedure or evidence. Save as aforesaid
the statutory provisions for arbitration for the time being in force in England
shall apply.
(c) Any
dispute, difference, question or claim whatsoever arising under the provisions
of Clause 9(a), (b) or (c) or Clause 17 or 18 hereof is excluded from the
foregoing provisions.
23. English
law:
This
Agreement shall be read and construed and take effect in all respects in
accordance with English Law.
24. English
jurisdiction:
Subject
to Clause 22 hereof the parties hereto irrevocably and unconditionally submit
for all purposes of and in connection with this Agreement to the exclusive
jurisdiction of the English Courts.IN WITNESS whereof the Name has hereunto set
his hand and seal and [the Common Seal of the Agent has been hereunto affixed]
OR [a partner duly authorised for and on behalf of the Agent has hereunto set
his hand and seal] the day and year first above written.
In the
case of a
company
In the
case of a
partner-
ship firm SIGNED
SEALED AND DELIVERED
by the Name
in the presence of:
THE COMMON
SEAL of the Agent
was
hereunto affixed in the presence of:
Director(s)
Secretary
OR
SIGNED
SEALED AND DELIVERED by
a partner
duly
authorised for and on behalf of the Agent in the presence of: }
}
}
Appendix.
Syndicate and Arbitration Agreement
AN
AGREEMENT made the ÑÑ day of ÑÑ 19ÑÑ BY ÑÑ [name of Managing Agent]
Underwriting Agents at LloydÕs for and on behalf of each of the underwriting
members of LloydÕs and each of the MembersÕ Agents whose names are recorded in
the Syndicate Stamp appended hereto.
IT
IS HEREBY agreed between each of the Names each of the MembersÕ Agents and the
Agent (as respectively hereinafter defined) as follows:Ñ
1.
In this Agreement:Ñ
(a) ÒThe
AgentÓ shall mean the said [name of Managing Agent].
(b) ÒThe
SyndicateÓ shall mean the syndicate at present numbered ÑÑ managed by the
Agent, the present members of which are recorded in the Syndicate Stamp
appended hereto.
(c) ÒThe
NamesÓ shall mean every member of the Syndicate.
(d) ÒThe
Members AgentsÓ shall mean every Underwriting Agent whose name is recorded in
such Syndicate Stamp.
(e) ÒThe
AgentÕs authorityÓ shall (as the case may be) mean:Ñ
(i) the
authority conferred directly on the Agent by those of the Names with whom the
Agent has direct Agency Agreements or delegated directly or indirectly to the
Agent as sub-agent by those of the Names who have Agency Agreements with any of
the Members Agents, in each case authorising and directing the Agent to enter
into this Agreement on behalf of the Names; or
(ii) the
authority to enter into this Agreement conferred on the Agent by each of the
MembersÕ Agents in the Sub-Agency Agreement between that MembersÕ Agent and the
Agent.
2.
Pursuant to the AgentÕs authority the Agent agrees on behalf of each of the
Names with each and every other of the Names that:Ñ
(a) each
of the Names will duly comply with each of the terms of his Agency Agreement
which in any way relates to the Syndicate, and
(b) each
of the Names will remain a member of the Syndicate unless and until his
membership is properly terminated pursuant to his Agency Agreement.
3. (a) Any
disputes, differences, questions or claims whatsoever between any one or more
or all of the Names, the MembersÕ Agents and the Agent, whether in contract,
tort or otherwise, arising at any time and in any way out of or in connection
with or in relation to the Syndicate or to its constitution or business
(hereinafter called ÒSyndicate disputesÓ) shall be referred to arbitration in
London by a sole Arbitrator to be appointed at the instance of any of such
Names, MembersÕ Agents or the Agent by the Chairman or a Deputy Chairman of
LloydÕs for the time being.
(b)
Any and all Syndicate disputes which involve common questions or issues shall
be referred to the same Arbitrator who shall have full power to direct that any
and all such Syndicate disputes shall be heard concurrently between each and
all of the Names, MembersÕ Agents and the Agent involved.
(c)
In conducting any arbitration provided for hereunder the Arbitrator shall not
be bound by the strict rules of procedure or evidence. Save as aforesaid the
statutory provisions for arbitration for the time being in force in England
shall apply.
(d)
Any dispute, difference, question or claim whatsoever arising under the
provisions of Clause 9(a), (b) or (c) or Clause 17 or 18 of any Agency
Agreement between any of the Names and any of the MembersÕ Agents or the Agent
is excluded from the foregoing provisions whether or not the same would
constitute a Syndicate dispute.
IN
WITNESS whereof this Agreement has been signed by ÑÑ [name of Managing Agent]
on its own behalf and for and on behalf of each of the Names and each of the
MembersÕ Agents.
Duly
authorised for and on behalf of ÑÑ [name of Managing Agent](Signed)
..............................
Schedule 2
THIS
AGREEMENT is made the ÑÑ day of ÑÑ One thousand nine hundred and ÑÑ BETWEEN ÑÑ
Underwriting Agents (hereinafter called Òthe AgentÓ which expression in the
case of a firm, where the context so admits, includes any such person or
persons as are for the time being carrying on, under whatever style or name,
the partnership business carried on by that firm) of the one part and ÑÑ
Underwriting Agents (hereinafter called Òthe Sub-AgentÓ which expression in the
case of a firm, where the context so admits, includes any such person or
persons as are for the time being carrying on, under whatever style or name,
the partnership business carried on by that firm) of the other
part. WHEREAS the Agent is the underwriting agent at LloydÕs for
certain underwriting members of LloydÕs and it has been arranged between the
Agent and the Sub-Agent that the Sub-Agent shall act as the sub-underwriting
agent for one or more of such underwriting members upon the terms hereinafter
mentioned.
NOW
IT IS HEREBY AGREED AND DECLARED between the parties hereto as follows:Ñ
1.
In this Agreement the under mentioned expressions shall where the context so
requires or admits have the following meanings:Ñ
(a) The
expression Òthe AgentÕs NamesÓ shall mean and include the underwriting members
of LloydÕs whose names appear for the time being in the Schedule (as
hereinafter defined) with the consent of the Agent and the Sub-Agent.
(b) The
expression Òthe ScheduleÓ shall mean the schedule to be drawn up from time to
time by the Sub-Agent in relation to each syndicate of which the AgentÕs Names
are for the time being members under the provisions of this Agreement. Such
schedule shall be in two parts: Part I setting forth the designation of the
syndicate to which it relates and the names of the AgentÕs Names included
therein and the fee, profit commission and winding-up fee payable to the
Sub-Agent in respect of each of the AgentÕs Names; and Part II setting forth
any additional or supplementary provision (hereinafter referred to as Òany
Supplementary ProvisionÓ) which is to apply in respect of the underwriting
business to be conducted hereunder or in respect of the syndicate to which such
schedule relates. The Schedule shall be initialled by or on behalf of the Agent
and the Sub-Agent, one copy thereof being retained by the Agent and the other
copy thereof by the Sub-Agent, and when so initialled the Schedule shall be
deemed for the time being to be incorporated in and form part of this
Agreement.
(c) The
expression Òthe SyndicateÓ shall mean the syndicate or, if more than one, each
of the respective syndicates of which the AgentÕs Names are for the time being
members under the provisions of this Agreement as such syndicate(s) may from
time to time be constituted by the Sub-Agent, and the expression Òany
SyndicateÓ shall mean any one or more or all of the syndicate(s) of which the
AgentÕs Names are for the time being members as aforesaid. No subsequent change
in the number(s) or name by which any such syndicate is known shall affect the
provisions of this Agreement.
(d) The
expression Òthe Syndicate underwriting businessÓ shall have the meaning given
to it in Clause 2 hereof.
(e) The
expression Òthe Agency AgreementÓ shall mean the standard LloydÕs Agency
Agreement for the time being including (inter alia) the Syndicate Schedule(s) relating
to the Syndicate (as such Schedule(s) may from time to time be varied or
modified) and incorporated in such Agency Agreement. A copy of the Syndicate
Schedule(s) as current from time to time shall be annexed hereto as an
appendix.
(f) The
expression Òthe Premiums Trust DeedÓ shall mean the trust deed (in form
approved by the Secretary of State) entered into between each of the AgentÕs
Names and the Agent.
(g) The
expression Òthe CouncilÓ shall mean the Council of LloydÕs and shall include
its delegates.
2.
The Sub-Agent shall act as sub-agent for the Agent for the purpose of
conducting in the names and for the account of each of the AgentÕs Names that
part of the underwriting business as defined in Clause 2(a) of the Agency
Agreement which is to be transacted by such Name as a member of the Syndicate
(hereinafter called Òthe Syndicate underwriting businessÓ); and (unless it
shall appear otherwise from the Schedule) the appointment of the Sub-Agent
shall take effect in respect of each of the AgentÕs Names on and from the 1st
January of the year in respect of which the name of such Name shall first
appear in Part I of the Schedule.
3. (a) The
Sub-Agent shall underwrite for the AgentÕs Names as part of the Syndicate,
unless it shall appear from any Supplementary Provision that the AgentÕs Names
are to form a separate section or group within the Syndicate, in which event
the expression ÒSyndicateÓ shall mean exclusively the AgentÕs Names for the
purposes of Clause 17 of the Agency Agreement.
(b) The
individual premium income limit to be allocated to the Syndicate in respect of
each of the AgentÕs Names shall be agreed from time to time between the
Sub-Agent and the Agent unless it shall appear from any Supplementary Provision
that the AgentÕs Names as a section or group have been allocated an aggregate
limit in any Syndicate, in which event such aggregate limit shall be agreed
from time to time between the Sub-Agent and the Agent.
(c) The
Sub-Agent shall in relation to the Syndicate discharge the duties from time to
time imposed on Managing Agents by the Syndicate Premium Income Byelaw and
Monitoring Regulation, or any re-enactment or replacement of the same.
4. The
Agent shall ensure that each of the AgentÕs Names enters into the Agency
Agreement, the Syndicate Schedule(s) of which shall not be varied in relation
to any Syndicate without the consent of the Sub-Agent.
5. (a) The
Agent delegates to the Sub-Agent the performance of all such duties and the
exercise of all such powers, authorities and discretions imposed or conferred
upon the Agent by the Agency Agreement (including without prejudice to the
generality of the foregoing the power of delegation contained in that
Agreement) as it may be appropriate or necessary for the Sub-Agent to perform
or exercise for the purpose of carrying on the Syndicate underwriting business.
(b) The
provisions of sub-clause (a) of this Clause shall have effect subject to any
Supplementary Provision reserving to the Agent the performance or exercise of
any duties, powers, authorities and discretions comprised in the Agency
Agreement.
6. (a) In
addition to the duties, powers, authorities and discretions delegated to the
Sub-Agent under Clause 5 hereof, the Sub-Agent shall, so far as may be
necessary or appropriate in relation to the Syndicate underwriting business,
perform or exercise the several duties, powers, authorities and discretions
imposed and conferred upon the Sub-Agent under the provisions of the Premiums
Trust Deed to the same extent and with the same binding effect as if the
Sub-Agent were itself a party to the Premiums Trust Deed.
(b) The
provisions of sub-clause (a) of this Clause shall have effect subject to any
Supplementary Provision providing for the exercise by the Agent of any powers,
authorities and discretions conferred upon the Sub-Agent by the Premiums Trust
Deed.
7. (a) The
Sub-Agent shall conduct the Syndicate underwriting business in such manner as
to comply with the provisions of the Agency Agreement and LloydÕs byelaws and
regulations and as to have regard for LloydÕs Codes of Conduct or similar forms
of guidance for the LloydÕs market.
(b) Without
prejudice to the generality of sub-clause (a) of this Clause the Sub-Agent
shall at the commencement of each year enter into, in relation to the
Syndicate, a Syndicate and Arbitration Agreement, in the form annexed as the
Appendix to the Agency Agreement, on behalf of all the members of the
Syndicate, including the AgentÕs Names, and on behalf of all the MembersÕ
Agents recorded in the Syndicate Stamp and on behalf of the Sub-Agent. The
Agent authorises and directs the Sub-Agent to enter into such Syndicate and
Arbitration Agreement on behalf of the Agent itself and on behalf of each of
the AgentÕs Names.
(c) The
Agent authorises the Sub-Agent to enforce on behalf of each of the AgentÕs
Names Clause 2 of such Syndicate and Arbitration Agreement in accordance with
Clause 18(ii) of the Agency Agreement.
8. (a) The
Agent, or any professional person on behalf of the Agent, shall be entitled at
all reasonable times to inspect the accounts and accounting and other records
kept by the Sub-Agent and to take extracts and copies of any entries therein
relating to the Syndicate underwriting business or any part thereof. Such
records shall be the property of the Sub-Agent.
(b) Any
of the AgentÕs Names who shall have formulated a claim of substance against the
Agent or the Sub-Agent which relates in whole or in part to any aspect of the
underwriting business of any Syndicate shall be entitled to require the
Sub-Agent to produce all such documents in the possession or power of the
Sub-Agent as may be materially relevant to any issue arising or likely to arise
out of such claim and to take extracts or copies of any such documents.
Provided that the Sub-Agent shall not be required to produce to a Name any
document which the Sub-Agent could not be compelled to produce in the course of
proceedings instituted by such Name in relation to his said claim.
(c) The
Agent shall be deemed to be acting as trustee of the benefit of the provisions
of sub-clause (b) of the Clause for each of the AgentÕs Names, to the intent
that such provisions shall be directly enforceable as between each of the
AgentÕs Names and the Sub-Agent.
9. The
Agent hereby waives all such confidentiality as may be owed to the Agent by the
Sub-Agent in connection with the conduct of the Syndicate underwriting business
where information relating to the Syndicate underwriting business is sought of
the Sub-Agent, or of any auditor appointed by the Sub-Agent, in connection with
an inquiry appointed by the Council under the Inquiries and Investigations
Byelaw or any re-enactment or replacement of the same (hereinafter referred to
as Òa LloydÕs InquiryÓ). The Agent hereby authorises and directs the Sub-Agent,
and the Sub-Agent hereby agrees, to waive any confidentiality that may be owed
to the Sub-Agent by any auditor appointed by the Sub-Agent where information
relating to the Syndicate underwriting business is sought of such auditor in
connection with a LloydÕs Inquiry.
10. The
Sub-Agent shall furnish to the Council of LloydÕs such reports, accounts,
certificates, figures and information in relation to the Syndicate as the
Council may from time to time require; and the Sub-Agent shall supply to the
Agent such reports, accounts and certificates as the Council may from time to
time require, together with such figures, information and particulars
concerning the Syndicate underwriting business as may be necessary for the
Agent or the AgentÕs auditors to have for the purpose of discharging the
AgentÕs obligations to the Council and to the AgentÕs Names.
11. The
Sub-Agent shall, subject to the requirements from time to time of the Council,
submit to the Agent the following accounts and/or figures on a quarterly
basis:Ñ
(i) for
each unclosed underwriting account, and the aggregate of all previous closed
underwriting accounts, premiums (net of brokerage and/or commission and/or
discount and/or premium tax and/or return premiums), reinsurance recoveries and
salvages received and claims and reinsurance premiums settled or paid;
(ii) the
total premium income limit of the Syndicate for the year in question.
12. (a) The
Agent undertakes to put and keep the Sub-Agent at all times in funds to such
extent as the Sub-Agent shall in its sole discretion determine to be requisite
for payment of all liabilities, expenses and outgoings from time to time
payable in connection with the Syndicate underwriting business but (subject to
any Supplementary Provision) only to the extent that the Agent shall be able to
enforce against a Name the provisions of the Agency Agreement.
(b) The
Agent undertakes to use its best endeavours to enforce such provisions against
any of the AgentÕs Names whenever called upon by the Sub-Agent to do so.
13. The
Sub-Agent shall be entitled to receive as remuneration for the services of the
Sub-Agent in respect of each of the AgentÕs Names a fee payable on the terms
specified in the second column or section of Part I of the Schedule.
14. In
addition to the remuneration to which the Sub-Agent is entitled under the
provisions of Clause 13 hereof, the Sub-Agent shall be entitled to receive in
respect of each of the AgentÕs Names a profit commission at the percentage
specified in the third column or section of Part I of the Schedule on the net
result on a closed underwriting account, such commission to be ascertained in
accordance with the provisions of the Agency Agreement.
15. In
the event of a decision that the underwriter for any Syndicate, or a director
or partner of the Sub-Agent, being a member of any Syndicate, cease to be a
member of such Syndicate or reduce his premium income limit allocated to such
Syndicate or cede any personal reinsurance of his participation in the results
of such Syndicate otherwise than under an estate protection contract, notice of
such decision and (except in the case of any such personal reinsurance) of the
reasons therefor and circumstances thereof shall forthwith be given in writing
to the Agent.
16. (a) Subject
as provided in sub-clause (b) and (c) of this Clause, the sub-agency shall be
determined in respect of all the AgentÕs Names upon either the Agent in its
capacity as MembersÕ Agent or the Sub-Agent in its capacity as Managing Agent:
(i) ceasing
for any reason to be an Underwriting Agent approved by the Council, or
(ii) having
its right to act as an Underwriting Agent at LloydÕs suspended in whole or in
part by the Council.
(b) The
sub-agency shall not be determined ipso facto if, within seven days (or such
longer period as the Council may allow) from the provisions of sub-clause (a)
of this Clause becoming applicable to the Agent, either:
(i) a
Substitute Agent shall be nominated by the Council pursuant to Clause 13(b) of
the Agency Agreement, or
(ii) the
future management of the Syndicate underwriting business shall have been
delegated (subject to the provisions of Clause 5 (a) hereof) with the prior
approval of the Council to a person, firm or body corporate acceptable to the
Council and appointed by the Agent as provided for by Clause 12(b)(i) of the
Agency Agreement (any such person, firm or body corporate being hereinafter in
this Clause included in the expression Òthe Substitute AgentÓ).
(c)
The sub-agency shall not be determined ipso facto if, within seven days (or
such longer period as the Council may allow) from the provisions of sub-clause
(a) of this Clause becoming applicable to the Sub-Agent, a person, firm or body
corporate (hereinafter referred to as Òthe Substitute Sub-AgentÓ) shall for the
purpose of carrying on or winding up the Syndicate underwriting business (or
such part thereof as the Council may direct or approve) have been either (i)
nominated by the Council or (ii) appointed by the Sub-Agent with the prior
approval of the Council and (save in the case of an administrative suspension
of the Sub-Agent, when the AgentÕs approval shall not be required) of the
Agent.
(d)
In the event of sub-clause (b) and/or sub-clause (c) of this Clause applying,
this Agreement shall continue to subsist as between the Substitute Agent and
the Sub-Agent or as between the Agent and the Substitute Sub-Agent or as
between the Substitute Agent and the Substitute Sub-Agent (as the case may be)
so far as may be appropriate having regard to the extent to which the
Substitute Agent and/or the Substitute Sub-Agent has with the approval of the
Council agreed to perform or exercise the duties, powers, authorities and
discretions vested in the Agent under the Agency Agreement or (as the case may
be) in the Sub-Agent under this Agreement.
(e)
In the event of the provisions of sub-clause (d) of this Clause applying for
reason of the suspension of the AgentÕs and/or the Sub-AgentÕs rights as
mentioned in sub-clause (a)(ii) hereof, then, if and to the extent that such
suspension shall subsequently be removed by the Council and the appointment of
the Substitute Agent and/or the Substitute Sub-Agent shall be determined, this
Agreement shall thereupon continue pro tanto as between the parties hereto.
17.
(a) The sub-agency may in relation to any Syndicate be determined in respect of
all or any of the AgentÕs Names on the 31st December in any year by the Agent
giving to the Sub-Agent not less than five calendar months, or the Sub-Agent
giving to the Agent not less than seven calendar months, previous notice in
writing expiring on the 31st December.
(b)
The sub-agency shall be determined as to any of the AgentÕs Names in the event
and to the extent that any such NameÕs Agency Agreement with the Agent is
determined by notice given by such Name to the Agent under Clause 12(c) thereof
or by notice given by the Agent to such Name under the provisions of Clause
12(d) thereof. In any such event the determination of the sub-agency in
relation to such Name shall take effect at the expiration of any such notice as
aforesaid, and a copy of such notice shall be sent to the Sub-Agent when it is
received by the Agent or given to such Name (as the case may be).
(c)
The Agent shall notify the Sub-Agent forthwith of the death or bankruptcy of
any of the AgentÕs Names or of the termination by any of the AgentÕs Names of
his Agency Agreement in breach of the provisions thereof.
18.
On the determination of the sub-agency in respect of the whole or part of the
Syndicate underwriting business of all or any of the AgentÕs Names, the
Sub-Agent (or where appropriate the Substitute Sub-Agent) shall wind up such
Syndicate underwriting business and the Sub-Agent (or the Substitute Sub-Agent)
shall be paid as remuneration for so doing in respect of each or any such Name
the sum specified in the fourth column or section of Part I of the Schedule.
Notwithstanding the said determination, there shall remain vested in the
Sub-Agent (or the Substitute Sub-Agent) all the duties, powers, authorities and
discretions which have been imposed and conferred on the Sub-Agent by this
Agreement save and except the authority to accept risks other than
(i) variations
and extensions of existing risks effected under the customary and usual powers
of the Sub-Agent; and
(ii) the
reinsurance to close the underwriting account of any earlier year.
19. Nothing
herein contained shall constitute any partnership between (a) the AgentÕs Names
or (b) the AgentÕs Names (or any of them) and any other person(s) whomsoever or
(c) the Agent and the Sub-Agent.
20.
Other than in respect of the matters (and any Supplementary Provision for the
time being in force in relation to such matters) referred to in Clause 3, 5(b),
6(b) or 12(a) hereof and the rate of the remuneration payable to the Sub-Agent
under Clauses 13, 14 or 18 hereof, none of the terms of this Agreement shall be
capable of being varied or amended in any manner whatsoever, including, without
prejudice to the generality of the foregoing, by inconsistent collateral agreement,
unless the Council consents to such variation or amendment, in which case such
variation or amendment shall be made in writing signed by the parties hereto.
21.
(a) Any dispute, difference, question or claim which may arise between the
Agent and the Sub-Agent and which shall not constitute a Syndicate dispute
falling within Clause 3 of the Syndicate and Arbitration Agreement referred to
in Clause 7 (b) hereof shall be referred to arbitration in London by a sole
Arbitrator to be appointed at the instance of either party by the Chairman or a
Deputy Chairman of LloydÕs for the time being.
(b)
In conducting any arbitration provided for under this Clause the Arbitrator
shall not be bound by the strict rules of procedure or evidence. Save as
aforesaid the statutory provisions for arbitration for the time being in force
in England shall apply.
(c)
Any dispute, difference, question or claim whatsoever arising under the
provisions of Clause 17 of the Agency Agreement is excluded from the foregoing
provisions.
22.
Subject to Clause 21 hereof the parties hereto irrevocably and unconditionally
submit for all purposes of and in connection with this Agreement to the
exclusive jurisdiction of the English Courts.
The
Schedule Referred to In Clause I(B) Above
THE
SYNDICATE: (Description and present number of Syndicate)
The
Syndicate: (Description and present number of Syndicate)
(1)
Name of
Underwriting Member (2)
The fee
referred to in Clause 13 hereof payable quarterly [in advance/in arrears] (3)
The commission
percentage referred to in Clause 14 hereof (4)
The
winding-up fee referred to in Clause 18 hereof
(The
Schedule). Alternative Version of Part I
The
Syndicate: (Description and Present Number of Syndicate)
Section
1ÑList of the AgentÕs Names
Section 2ÑThe
terms as to the fee referred to in Clause 13 hereof
[£ ÑÑ or ÑÑ
per cent of the NameÕs premium income limit allocated to the Syndicate, payable
quarterly in advance/arrears etc.]
Section
3ÑThe commission percentage referred to in Clause 14 hereof
per
cent
Section
4ÑThe winding-up fee referred to in Clause 18 hereof
£
(NB. This
version can only be used where the financial terms are consistent in respect of
all the AgentÕs Names).
Part II.
Supplementary Provisions
Relevant
Clause in Agreement
[clause 3(a) Provision for the
AgentÕs Names to constitute a separate section or group within the Syndicate]
[clause
3(b) Provision
for the AgentÕs Names as a section or group to be allocated an agreed aggregate
premium income limit in the Syndicate]
[clause
5(b) Provision
amending the standard allocation of duties, powers etc. between the Agent and
the Sub-Agent]
[clause
6(b) Provision
as to any specific powers etc. contained in the Premiums Trust Deed which are
to be conferred on the AgentÑe.g. that the Agent is to deal with the investment
of funds not required for the current purposes of the underwriting, surplus
funds being remitted by the Sub-AgentÕs Trustees to the AgentÕs Trustees for
this purpose]
[clause
12(a) Provision amending
the standard textÕs limit upon the liability of the Agent as to keeping the
Sub-Agent in funds for the payment of liabilities, outgoings and expenses on
behalf of the AgentÕs Names]
305. The
Reinsurance to Close Byelaw No. 6 of 1985, 9 December 1985
COMMENCEMENT
This
byelaw commenced on 9 December 1985.
AMENDMENTS
This
byelaw was amended by:
Syndicate
Accounting (Amendment No. 3) Byelaw (No. 8 of 1997)
Syndicate
Accounting (Amendment No. 6) Byelaw (No. 2 of 1998)
LloydÕs
Policy Signing Office Byelaw (No. 11 of 2000).
The Council
of LloydÕs in exercise of its powers under Section 6(2) and Section 8(3) of the
LloydÕs Act 1982 by Special Resolution hereby makes the following byelaw.
1. Interpretation
The
provisions of the Schedule to this byelaw (Interpretation) shall have effect.
2. Acceptance
or placing of reinsurance to close
An
underwriting member shall in the course of his underwriting business at LloydÕs
accept or place reinsurance to close only from or through a LloydÕs broker or
the managing agent of the reinsured members or reinsuring members.
3. Signing
at LPSO
[Save
where a syndicate consisting only of a single corporate member is not closed by
reinsurance to close by another person,] every reinsurance to close shall be
evidenced by a contract in writing which shall not later than twelve months
after the date as from which such reinsurance to close takes effect be
presented by a LloydÕs broker or the managing agent of the reinsured members
for signing, embossment and dating at LPSO.
NOTE
Schedule.
Interpretation
In this byelaw,
unless the context otherwise requires:Ñ
[É]
NOTE
Òmanaging
agentÓ means as the case may requireÑ
(i) An
underwriting agent which is listed as a managing agent on the register of
approved LloydÕs Underwriting Agents kept under Byelaw 87 made under LloydÕs
Acts 1871 to 1951; or
(ii) An
underwriting agent which is listed as a Managing Agent on the register of
Underwriting Agents maintained under the ÒUnderwriting Agents ByelawÓ (No. 4 of
1984, 101);
Òreinsurance
to closeÓ means [any reinsurance to close, as defined in paragraph 1 of
Schedule 1 (interpretation) to the Syndicate Accounting Byelaw (No. 18 of 1994,
326), which is underwritten by the members of any syndicate;]
NOTE
Òreinsured
membersÓ and Òreinsuring membersÓ have the meanings assigned to them in the
definition of Òreinsurance to closeÓ adopted in this Schedule.
306. The
Related Parties Byelaw No. 2 of 1986, 10 March 1986
COMMENCEMENT
This
byelaw commenced on 11 March 1986, though paragraph 11 sets out exceptions.
AMENDMENTS
This
byelaw was amended by
Underwriting
Agents (Amendment No. 7) Byelaw (No. 7 of 1993)
Related
Parties (Amendment) Byelaw (No. 14 of 1999)
Related
Parties (Amendment No. 2) Byelaw (No. 9 of 2000).
EXPLANATORY
NOTES
Introduction
1.
These Explanatory Notes should be read in conjunction with the Related Parties
Byelaw (No. 2 of 1986) (Òthe ByelawÓ). Their purpose is to explain certain
provisions of the Byelaw. The Byelaw does not derogate from the rules of law
and equity governing the contractual and fiduciary obligations of managing
agents and their directors, partners and employees towards names on syndicates
for which they act. Those rules always apply in every case notwithstanding that
a consent may have been granted under the Byelaw in any particular case.
2.
Terms defined in the Byelaw have the same meanings in these Explanatory Notes.
Other terms not expressly defined in the Byelaw but which are defined in
Section 2 of LloydÕs Act 1982 have the meanings so defined when used in the
Byelaw and these Explanatory Notes. In particular, attention is drawn to the
use of the following terms:
Òinsurance
companyÓ includes any person, whether an individual, company or partnership,
carrying on insurance business, whether as principal or agent, other than a
LloydÕs underwriting member or LloydÕs underwriting agent. Non-LloydÕs
underwriting agents, including brokers underwriting risks under binding
authorities are included within the definition.
Òrelated
companyÓ is defined in section 2 of LloydÕs Act 1982, in relation to any
company, as Òany body corporateÑ
(a) which
is that companyÕs subsidiary; or
(b) of
which that company is a subsidiary; or
(c) which
is a subsidiary of that companyÕs holding companyÓ
and
Òholding companyÓ and ÒsubsidiaryÓ have the meaning given by section 736 of the
Companies Act 1985 with any necessary modification where applied to a company
incorporated under the law of a country outside the United Kingdom.
Paragraph
2: Prohibition of Interests in Insurance Companies
3. Paragraph
2 of the Byelaw, taken together with paragraph 5 of the Byelaw and the
provisions of the Schedule, provides that without the CouncilÕs consent none of
the following persons may own an interest in an insurance company or in a
company (i.e. a body corporate) which has an interest in or is a related
company of an insurance company:
(i) a
managing agent
(ii) an
executive of a managing agent, i.e.
(a) a
partner
(b) a
director
(c) any
person (including a company) in accordance with whose instructions the
directors or partners of the managing agent are accustomed to act;
(d) the
active underwriter of any syndicate
(iii) any
person ÒconnectedÓ with an individual who is such an executive, i.e.
(a) the
spouse, dependant, minor child or minor step-child of the executive,
(b) any
person standing in any other relationship or having any other connection with
the executive such that in considering whether or not the executive has an
interest in the company in question his interest cannot reasonably be regarded
as independent of those of that person, or
(c) any
person acting in his capacity as trustee of a trust (other than a trust the
objects of which are exclusively charitable) the objects of which include the
executive or any person specified in (a) or (b) above.
4.
By virtue of paragraph 2(b) and (c) of the Schedule an executive of a managing
agent is not without the CouncilÕs consent permitted to be a director or
partner of a company or partnership which has an interest either in an
insurance company or in a company which has an interest in or is a related
company of an insurance company.
5. Interests
of not more than 5% in nominal amount of a companyÕs stock, shares or other
securities which are authorised to be and are dealt in on a stock exchange or
are traded in any other over-the-counter market are to be disregarded for the
purposes of paragraph 2 of the Byelaw. The Council may vary the percentage
limit from time to time. However, by paragraph 5 of the Byelaw the interests of
executives and persons connected with them are all regarded as those of the
managing agent itself so that interests held by individuals which, when taken
alone, are below 5% may in aggregate be regarded as giving the managing agent
an interest greater than 5% which requires the CouncilÕs consent.
Paragraph
3: Restriction on Transactions with Insurance Companies
6. Paragraph
3 restricts the placing by a managing agent, whether directly or through a
fronting arrangement, of syndicate reinsurances with an insurance company which
owns an interest in such managing agent or any related company of that managing
agent or which has a related company owning such an interest. Interests not
exceeding 10% in nominal share value are to be disregarded.
Paragraph
4: Restriction of Transactions with Non-LloydÕs Insurance Brokers
7. Paragraph
4 restricts the placing by a managing agent of syndicate reinsurances through a
non-LloydÕs broker where such non-LloydÕs broker or any related company thereof
owns an interest in such managing agent or such managing agent owns an interest
in it. Interests not exceeding 10% in nominal share value are to be
disregarded.
Paragraph
8: Discretion of the Council
8. Consents
may be general or particular and the Council has wide discretion as to the
terms on which they may be granted. Consents may be given at any time after
11th March, 1986, even as regards those interests and transactions which are
not prohibited or restricted until 23rd July, 1987 (see paragraph 13 below).
Paragraph
9: Provision of Information to Managing Agents
9. Each
managing agent is required to obtain such information from its executives,
related companies and all persons owning an interest in the managing agent or
in which the managing agent owns an interest as will enable the managing agent
to comply with the Byelaw.
10. Executives
of managing agents are responsible for providing to the managing agents all
such information about themselves, persons connected with them and companies
and partnerships of which they are directors or partners as is necessary for
the managing agents to comply with the Byelaw.
11. Paragraph
9(c) provides that no person shall be regarded as in breach of the Byelaw if,
having made all due inquiries, he had, at the time of any alleged breach of the
ByelawÕs requirements, no knowledge of the circumstances which would have
rendered him in breach.
Paragraph
10: Disclosure of Consents
12. Paragraph
10 of the Byelaw amends schedule 7 of the Syndicate Accounting Byelaw (No. 7 of
1984) so as to require the disclosure in the managing agentÕs report of details
of all consents granted and in force at any time during the period beginning on
1st January of the earliest year to which the annual report relates and ending
on the reference date. The disclosure requirement applies to the reports for
1986 and subsequent years.
Paragraph
11: Commencement Date
13. The
Byelaw comes into force on 11th March, 1986. Where interests of a nature
referred to in paragraphs 2, 3 or 4 of the Byelaw are already in existence
before that date, no consent to the ownership of the interest or to the
transaction, as the case may be, is required until 23rd July, 1987. Consents
may, however, be obtained in advance of that date. Where interests are not
already in existence before 11th March, 1986 the full provisions of the Byelaw
have immediate effect.
The Council
of LloydÕs in exercise of its power under Section 6(2) of the LloydÕs Act 1982
by special resolution hereby makes the following byelaw.
1.
Interpretation
The
provisions of Schedule 1 to this byelaw (Interpretation) shall have effect.
2.
Interests in Insurance Companies
No
managing agent shall own an interest in
(a) an
insurance company; or
(b) a
company which owns an interest in or is a related company of an insurance
company
without the
written consent of the Council.
3.
Transactions
[ [[(a) A
managing agent shall not without the prior consent of the Council permit a
syndicate managed by it to accept, whether directly or indirectly, insurance
business fromÑ
(i) its
controller or any related company of its controller; or
(ii) any
related company of a corporate member where that corporate member is the sole
member of that syndicate.]]
(b) A
managing agent shall not without the prior consent of the Council permit a
syndicate managed by it to place, whether directly or indirectly, insurance
business with:
(i) an
insurance company or a related company of an insurance company which owns an
interest in that managing agent or in any related company of that managing
agent; [[É]]
(ii) its
controller or any related company of its controller[[; or]] ]
[[(iii) any related
company of a corporate member where that corporate member is the sole member of
that syndicate.]]
NOTE
4. Where
a non-LloydÕs broker or any related company of a non-LloydÕs broker owns an interest
in a managing agent or a managing agent owns an interest in a non-LloydÕs
broker or any related company of a non-LloydÕs broker then that managing agent
shall not permit a syndicate managed by it to place, whether directly or
indirectly, insurance business through such non-LloydÕs broker without the
written consent of the Council.
5.
Interests of Executives
For
the purposes of this byelaw the interests of any executive of a managing agent
in any other company or partnership shall be taken to be those of such managing
agent.
6.
Interests
For
the purposes of this byelaw:
(a) a
person owns an interest in a company ifÑ
(i) he
has a beneficial interest in any of the stock, shares or other securities of
such company; or
(ii) he
has a right to call for delivery to himself or to his order on any of the
stock, shares or other securities of such company where on exercise of that
right he would acquire a beneficial interest therein; or
(iii) he is
a party to a contract for the purchase by him of any of the stock, shares or
other securities of such company where on the performance of such contract he
would acquire a beneficial interest therein;
(b) a
person owns an interest in a partnership if he is beneficially entitled to
participate in a partnership share or in any profits or assets of such
partnership or is entitled to exercise a vote on a resolution of such
partnership.
7.
Interests to be disregarded
(a)
For the purposes of paragraph 2 a person shall not be treated as owning an
interest in a company by reason only of such person having an interest not
exceeding five per cent. in nominal amount of such companyÕs stock, shares or
other securities which are authorised to be dealt in on a stock exchange or are
traded in any other over-the-counter market and in either case are so dealt in
or traded regularly or from time to time.
(b)
For the purposes of paragraphs 3 and 4 a person shall not be treated as owning
an interest in a company which is a managing agent, a non-LloydÕs broker or a
related company of a managing agent or a non-LloydÕs broker by reason only of
such person having an interest not exceeding ten per cent. in nominal amount of
such companyÕs stock, shares or other securities.
(c)
For the percentages referred to in sub-paragraphs (a) and (b) the Council may
from time to time, by regulation, substitute such greater or lesser percentages
as it may consider appropriate.
8.
Discretion of the Council
(a)
In granting any consent pursuant to paragraphs 2, 3 or 4 the Council shall, in
particular, have regard to the interests of the underwriting members who
participate on the syndicates managed by the managing agent.
(b)
Any consent granted by the Council pursuant to paragraphs 2, 3 or 4:Ñ
(i) may
be either general or particular;
(ii) may
be for such period and subject to such conditions or requirements as the
Council may think fit, including a requirement to give to the Council an
undertaking, in such terms as it may think fit, as to the types of
transactions, if any, which may take place between syndicates managed by the
managing agent and the insurance company or non-LloydÕs broker in question;
(iii) may
be granted at any time after this byelaw comes into force; and
(iv) may
be varied or revoked as the Council may from time to time think fit in whole or
in part and as to any period, condition or requirement.
9.
Provision of Information to Managing Agents
(a)
Every managing agent shall obtain from all its executives, all related
companies, and all persons owning an interest in that managing agent or in
which that managing agent owns an interest all such information as may be
necessary to enable it to comply with the conditions and requirements of this
byelaw.
(b)
Every executive of a managing agent shall supply to that managing agent all such
information pertaining to himself and persons connected with him as shall from
time to time be necessary to enable that managing agent to comply with the
conditions and requirements of this byelaw.
(c)
No person shall be taken to be in breach of the requirements of this byelaw if,
having made all due inquiries, he had, at the time of an alleged breach of any
requirement laid down in this byelaw, no knowledge of the circumstances which,
but for the provisions of this sub-paragraph, would have rendered him so in
breach.
10.
Disclosure of Consents
Schedule
7 of the Syndicate Accounting Byelaw (No. 7 of 1984) is amended by inserting
after paragraph (c) the following paragraph:
Ò(ca) details of all consents
granted pursuant to the Related Parties Byelaw (No. 2 of 1986) in force at any
time during the period beginning on 1st January of the earliest year of account
to which the annual report relates and ending on the reference date.Ó.
11.
Commencement and application
This
byelaw shall come into force on 11th March 1986 but as respects relationships
existing before that date shall not have effect as to the prohibitions or
restrictions of ownership of interests or placing of insurance business until
23rd July 1987.
Schedule I.
Interpretation
1. In
this byelaw the following expressions have the following meanings:
[Òactive
underwriterÓ has the meaning given in paragraph 1(a) of the Underwriting Agents
Byelaw (No. 4 of 1984, 101);]
NOTE
[ÒcontrollerÓ
has the meaning given in paragraph 1(f) of the Underwriting Agents Byelaw (No.
4 of 1984, 101);]
NOTE
ÒexecutiveÓ
means, in relation to a company or partnership, a person whoÑ
(i) is
a director of or a partner in such company or partnership, or a person in
accordance with whose instructions the directors or partners of such company or
partnership are accustomed to act; or
(ii) is
the active underwriter [or the run-off manager] of any syndicate managed by a
company or partnership which is a managing agent;
[
. . .]
NOTE
Òinsurance
companyÓ means any person or body of persons (whether incorporated or not)
carrying on insurance business whether as principal or agent but shall not
include any underwriting member or underwriting agent at LloydÕs;
Òmanaging
agentÓ means, as the case may requireÑ
(i) an
underwriting agent which is listed as a managing agent on the register of
approved LloydÕs underwriting agents kept under byelaw 87 made under LloydÕs
Act 1871 to 1951; or
(ii) an
underwriting agent which is listed as a managing agent on the register of
underwriting agents maintained under the Underwriting Agents Byelaw (No. 4 of
1984, 101);
Ònon-LloydÕs
brokerÓ means any broker or other intermediary, not being a LloydÕs broker,
engaged in the broking of insurance business[;
Òrun-off
managerÓ has the meaning given in paragraph 1(a) of the Underwriting Agents
Byelaw (No. 4 of 1984, 101);]
NOTE
2. For
the purposes of paragraph 5 of this byelawÑ
(a) an
individual shall be treated as having an interest in a company or partnership
in which any person connected with him has an interest; and
(b) in
individual who is a director of a company shall be treated as having an
interest in a company or partnership in which that company has in interest; and
(c) an
individual who is a partner in a partnership shall be treated as having an
interest in a company or partnership in which that partnership has an interest;
whether or
not, in any such case, that person would otherwise be treated as having an
interest in the company or partnership in question.
3. For
the purposes of paragraph 2 of this Schedule a person is connected with an
individual if that personÑ
(a) is
the individualÕs spouse, dependant, minor child or minor step child;
(b) stands
to the individual in any other relationship or has with the individual any
other connection (whether or not similar to one specified in sub-paragraph (a))
such that, in considering whether or not the individual has an interest in the
company in question, his interest cannot reasonably be regarded as independent
of those of that person; or
(c) is a
person acting in his capacity as the trustee of any trust (not being a trust
the objects of which are exclusively charitable) the objects of which include
the individual or any person specified in sub-paragraphs (a) or (b) above.
307.
LloydÕs Brokers Byelaw No. 5 of 1988, 6 July 1988
COMMENCEMENT
This
byelaw commences in stages. Paragraph 19 commences on 1 November 1988;
paragraph 20 commenced on 6 July 1988; paragraphs 57(6) and (7) commence on 1
August 1989. The remaining provisions commence on 1 August 1989.
AMENDMENTS
The
byelaw was amended by
LloydÕs
Brokers (Amendment) Byelaw (No. 8 of 1989)
LloydÕs
Brokers (Amendment No. 2) Byelaw (No. 13 of 1989)
LloydÕs
Brokers (Amendment No. 3) Byelaw (No. 6 of 1990)
LloydÕs
Brokers (Amendment No. 4) Byelaw (No. 9 of 1991)
LloydÕs
Brokers (Amendment No. 5) Byelaw (No. 14 of 1991)
LloydÕs
Brokers (Amendment No. 6) Byelaw (No. 16 of 1992)
Information
and Confidentiality Byelaw (No. 21 of 1993)
CompaniesÕ
Accounts (Miscellaneous Amendments) Byelaw (No. 15 of 1994)
Run-Off
Companies Byelaw (No. 2 of 1995)
LloydÕs
Brokers (Amendment No. 7) Byelaw (No. 16 of 1995)
Appeal
Tribunal Byelaw (No. 18 of 1995)
LloydÕs
Brokers (Amendment No. 8) Byelaw (No. 4 of 1996)
Intermediary
Amendment Byelaw (No. 10 of 2000)
LloydÕs
Policy Signing Office Byelaw (No. 11 of 2000).
REVOCATION
This
byelaw was revoked with effect from 1 January 2001 by byelaw No. 17 of 2000,
123, dated 6 December 2000.
308.
Umbrella Arrangements Byelaw No. 6 of 1988, 6 July 1988
COMMENCEMENT
This
byelaw commenced on 1 August 1988.
AMENDMENTS
This
byelaw was amended by
Umbrella
Arrangements (Amendment) Byelaw (No. 7 of 1990)
Information
and Confidentiality Byelaw (No. 21 of 1993)
Appeal
Tribunal Byelaw (No. 18 of 1995)
Intermediary
Amendment Byelaw (No. 10 of 2000)
LloydÕs
Policy Signing Office Byelaw (No. 11 of 2000).
REVOCATION
This
byelaw was revoked with effect from 1 January 2001 by byelaw No. 17 of 2000,
123, dated 6 December 2000.
309.
MembersÕ Agents (Information) Byelaw No. 7 of 1988, 7 September 1988
COMMENCEMENT
This
byelaw commences on 1 January 1989.
AMENDMENTS
This
byelaw was amended by
MembersÕ
Agents (Information) (Amendment) Byelaw (No. 4 of 1989)
High Level
Stop Loss Fund Byelaw (No. 12 of 1992)
Council
Stage of Disciplinary Proceedings Etc Byelaw (No. 11 of 1993)
Corporate
Members (Consequential Amendments) Byelaw (No. 20 of 1993)
Syndicate
Accounting Byelaw (No. 18 of 1994)
MembersÕ
Agents (Information) (Amendment No. 2) Byelaw (No. 4 of 1995)
New Central
Fund Byelaw (No. 23 of 1996)
MAPA (1996)
Reporting Byelaw (No. 24 of 1996)
MAPA
Reporting Byelaw (No. 23 of 1997)
Captive
Corporate Members Byelaw (No. 19 of 1998).
REVOCATION
This
byelaw was revoked on 4 August 1999 by byelaw No. 13 of 1999.
EXPLANATORY
NOTE
(This note
is not part of the byelaw.)
This
byelaw provides for the annual compilation by each membersÕ agent of a membersÕ
agentÕs information report and for other matters ancillary thereto.
Part
B of this byelaw provides for the annual compilation by each membersÕ agent of
a membersÕ agentÕs information report and for other matters ancillary thereto.
Part C imposes a reporting regime on membersÕ agents in relation to MAPAs.
Every membersÕ agent that operates a MAPA must produce a MAPA annual report on
the performance of the MAPA for the last calendar year and if it proposes to
operate a MAPA for the next calendar year, both an interim MAPA brochure and a
final MAPA brochure. The byelaw also values other byelaws that impose reporting
requirements on membersÕ agents.
310. Agency
Agreements Byelaw No. 8 of 1988, 7 December 1988.
COMMENCEMENT
This
byelaw commenced on 7 December 1988.
AMENDMENTS
This
byelaw was amended by
Agency
Agreements (Amendment) Byelaw (No. 2 of 1990)
Agency
Agreements (Amendment No. 2) Byelaw (No. 1 of 1991)
Agency
Agreements (Amendment No. 3) Byelaw (No. 4 of 1992)
High Level
Stop Loss Fund Byelaw (No. 12 of 1992)
Agency
Agreements (Amendment No. 4) Byelaw (No. 13 of 1992)
Agency
Agreements (Amendment No. 5) Byelaw (No. 6 of 1993)
Underwriting
Agents (Amendment No. 7) Byelaw (No. 7 of 1993)
Misconduct,
Penalties and Sanctions Byelaw (No. 9 of 1993)
Agency
Agreements (Amendment No. 6) Byelaw (No. 18 of 1993)*
Corporate
Members (Miscellaneous Amendments) Byelaw (No. 29 of 1993)
Agency
Agreements (Amendment No. 7) Byelaw (No. 1 of 1994)
Agency
Agreements (Amendment No. 8) Byelaw (No. 5 of 1994)
Syndicate
Accounting Byelaw (No. 18 of 1994)
Agency
Agreements (Amendment No. 9) Byelaw (No. 1 of 1995)
Agency
Agreements (Amendment No. 10) Byelaw (No. 6 of 1995)
Appeal
Tribunal Byelaw (No. 18 of 1995)
Agency
Agreements (Amendment No. 11) Byelaw (No. 1 of 1996)
Agency
Agreements (Amendment No. 12) Byelaw (No. 14 of 1996)
Agency
Agreements (Amendment No. 13) Byelaw (No. 21 of 1996)
Agency
Agreements (Amendment No. 14) Byelaw (No. 1 of 1997)
Agency
Agreements (Amendment No. 15) Byelaw (No. 10 of 1997)
Major
Syndicate Transactions Byelaw (No. 18 of 1997)
Agency
Agreements (Amendment No. 16) Byelaw (No. 28 of 1997)
Agency
Agreements (Amendment No. 17) Byelaw (No. 1 of 1998)
Agency
Agreements (Amendment No. 18) Byelaw (No. 6 of 1998)
Bilateral
Arrangements (1998) Byelaw (No. 8 of 1998)
Agency
Agreements (Amendment No. 19) Byelaw (No. 1 of 1999)
Bilateral
Arrangements Byelaw (No. 4 of 1999)
Agency
Agreements (Amendment No. 20) Byelaw (No. 6 of 1999)
Revocation
of Certain Byelaws Byelaw (No. 13 of 1999)
Underwriting
Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Revocations
Byelaw (No. 16 of 1999)
Run-Off
Years of Account (Revocation) Byelaw (No. 1 of 2000)
Agency Agreements
(Amendment No. 21) Byelaw (No. 3 of 2000)
Assignment
of Syndicate Participations (Second Nomination) Byelaw (No. 6 of 2000)
Agency
Agreements (Amendment No. 22) Byelaw (No. 8 of 2000)
LloydÕs
Policy Signing Office Byelaw (No. 11 of 2000)
Agency Agreements
(Amendment No. 23) Byelaw (No. 3 of 2001)
Agency
Agreements (Amendment No. 24) Byelaw (No. 1 of 2002).
EXPLANATORY
NOTE
(This note
is not part of the byelaw.)
This
byelaw prescribes the contractual terms upon which Names will appoint their
underwriting agents to carry on their underwriting business at LloydÕs for the
1990 and subsequent years of account.
The
terms of the agreements are set out in Schedules 1, 2 and 3 to the byelaw and
may not be varied otherwise than by byelaw.
The
amount or rate of the agentsÕ remuneration is subject to agreement between the
Name and the agents. There are set out in Schedule 1 to the standard membersÕ
agentÕs agreement and the standard managing agentÕs agreement certain permitted
alternatives for determining the basis upon which the agentÕs fees are to be
calculated. The bases which are not used should be deleted.
Where
the Name has more than one membersÕ agent acting for him the Name must appoint
one of them as his co-ordinating agent. The duties of the co-ordinating agent
and of the other membersÕ agents are set out in the standard membersÕ agentÕs
agreement. The co-ordinating agentÕs fee shall be as agreed with the Name.
For
the purposes of paragraph 1.2(a)(i) of each of the standard agreements the list
of syndicates shall be the list of syndicates published each year by the
Council as ÒLloydÕs Underwriting SyndicatesÓ.
The Council
of LloydÕs in exercise of its powers under section 6(2) of and paragraph 15 of
Schedule 2 to LloydÕs Act 1982 by special resolution hereby makes the following
byelaw.
1. Interpretation
[(1)] In
this byelaw, unless the context otherwise requires, the following expressions
have the following meanings:
ÒagentsÕ
syndicate listÓ means a schedule containing the particulars referred to in the
definition of AgentÕs Syndicate List in Schedules 1, 2 and 3 to this byelaw and
such other particulars as the Council may prescribe under paragraph 6 of this
byelaw;
Òco-ordinating
agentÓ means a membersÕ agent appointed by an underwriting member to
co-ordinate the administration of that memberÕs affairs at LloydÕs in
circumstances where more than one person is obliged to act as membersÕ agent
for that member;
* All
the amendments made by byelaw No. 18 of 1993 apply in relation to any agreement
made after 8 September 1993 applying in respect of the 1994 or any later year
of account and to any agreement under which an underwriting member will
underwrite as a Provisional Insurer (as defined in clause 8.2 of the form of
agreement set out in Schedule 3 or Schedule 4 to the byelaw) contracts of
insurance which will be allocated to such a year of account. By byelaw No. 1 of
1994 the application of the amendments to the principal byelaw made by byelaw
No. 18 of 1993 (as amended by byelaw No. 29 of 1993) is extended to every
agreement in the terms of any of the schedules to the principal byelaw (as in
force immediately before byelaw No. 18 came into force) extant on 1 January
1994. Byelaw No. 1 of 1994 also amends each such agreement and corrects minor errors.
[É]
[Òcorporate
memberÕs syndicate listÓ means a schedule containing the particulars referred
to in the definition of Corporate MemberÕs Syndicate List in Schedule 4 to this
byelaw and such other particulars as the Council may prescribe under paragraph
6 of this byelaw;]
NOTE
Òdirect
syndicateÓ means, in relation to an underwriting member entering or proposing
to enter into an agreement with a managing agent in the terms of the standard
managing agentÕs agreement, a syndicate in respect of which the managing agent
acts, or is to act both as his managing agent and as his membersÕ agent;
[Òlaw and
forum noticeÓ has the meaning given in clause 6A of this byelaw;]
NOTE
[ÒmemberÕs
syndicate premium limitÓ has the meaning given to it in the Membership Byelaw (No.
17 of 1993, 111);]
NOTE
ÒmembersÕ
agentÓ means an underwriting agent which is listed as a membersÕ agent on the
register of underwriting agents maintained under the Underwriting Agents Byelaw
(No. 4 of 1984, 101);
[ÒmembersÕ
agent pooling arrangementÓ or ÒMAPAÓ has the meaning given in paragraph 10(2)
of this byelaw;
Òoverall
premium limitÓ has the meaning given in paragraph 1(a) of the Membership Byelaw
(No. 9 of 1984);]
NOTE
[Òrelevant
underwriting membersÓ has the meaning given in the Syndicate Accounting Byelaw
(No. 18 of 1994, 326);
Òrun-off
accountÓ has the meaning given in the Syndicate Accounting Byelaw (No.18 of
1994, 326);]
NOTE
[Òsecond
nominationÓ has the meaning given in the Schedule to the Assignment of
Syndicate Participations (Second Nomination) Byelaw (No. 6 of 2000);]
NOTE
Òstandard
agentsÕ agreementÓ means the form of agreement between a membersÕ agent and a
managing agent set out in Schedule 2 to this byelaw;
Òstandard
agreementsÓ means the standard agentsÕ agreement, the standard managing agentÕs
agreement [(corporate member), the standard managing agentÕs agreement
(general)] and the standard membersÕ agentÕs agreement.
NOTE
[Òstandard
managing agentÕs agreement (corporate member)Ó means the form of agreement
between a corporate member and a managing agent set out in Schedule 4 to this
byelaw;
É
Òstandard
managing agentÕs agreement (general)Ó means the form of agreement between an
underwriting member and a managing agent set out in Schedule 3 to this byelaw;]
NOTE
Òstandard
membersÕ agentÕs agreementÓ means the form of agreement between an underwriting
member and a membersÕ agent set out in Schedule 1 to this byelaw;
[ÒsyndicateÓ
means a group of underwriting members underwriting insurance business at
LloydÕs through the agency of a managing agent;]
NOTE
Òsyndicate
listÓ means a schedule containing the particulars referred to in the definition
of Syndicate List in Schedules 1, 2 and 3 to this byelaw and such other
particulars as the Council may prescribe under paragraph 6 of this byelaw.
[(2)
For the purpose only of interpreting references in this byelaw to membersÕ
agent pooling arrangements, MAPA participations, participating in a particular
syndicate through a MAPA and like expressions, unless the context otherwise
requires:
(a) the
members of a particular syndicate for whom a membersÕ agent also acts as
membersÕ agent and whose MAPA participations are ascertained in accordance with
the formula specified in an agentsÕ syndicate list prepared by that membersÕ
agent together with the NameÕs MAPA participation shall, in relation to that
syndicate, be treated as belonging to the same MAPA as the Name;
(b) where
in respect of any year of account the Name or any member of a particular
syndicate belongs to a MAPA he and they may be said to be participating in that
syndicate ÒthroughÓ that MAPA and the membersÕ agent which arranged such
participation may be said to be ÒoperatingÓ that MAPA; and
(c) where
in respect of any year of account a membersÕ agent operates [more than one]
MAPAs, and whether or not each such MAPA comprises the same underwriting
members and whether or not such members have the same MAPA participations in
relation to each such MAPA, then those MAPAs shall be treated as separate
MAPAs.]
NOTE
2. MembersÕ
agentsÕ services
(1) Subject
to sub-paragraph (2) below, no membersÕ agent shall act as membersÕ agent of an
underwriting member, and no underwriting member shall appoint a membersÕ agent
to act or agree that it shall continue to act as his membersÕ agent, otherwise
than in pursuance of an agreement in writing in the form and terms of the
standard membersÕ agentÕs agreement.
(2) Sub-paragraph
(1) above applies in respect of the 1990 year of account and all subsequent
years of account, and accordingly does not prohibit the continuation of any
agreement between an underwriting member and a membersÕ agent under which the
membersÕ agent acts as the underwriting memberÕs membersÕ agent in respect of a
year of account earlier than the 1990 year of account or prohibit either party
from doing anything at any time in pursuance of such an agreement in respect of
matters arising out of business attributable to a year of account earlier than
the 1990 year of account.
[(3) The
Council may from time to time, with effect from 1 January in the year next
following, prescribe the manner in which and the intervals and the times at
which membersÕ agentsÕ fees and profit commission are to be paid.]
NOTE
3. Managing
agentsÕ services
(1) Subject
to sub-paragraph (2) below:
(a) no
managing agent shall underwrite insurance business on behalf of an underwriting
member or provide any other services as a managing agent to an underwriting
member; and
(b) no
underwriting member shall authorise or continue to authorise a managing agent
to underwrite insurance business on his behalf or agree to receive or to
continue to receive any other services provided by a managing agent in that
capacity;
otherwise
than[Ñ
(i) in
the case either of a member who is an individual or of a corporate member, in
pursuance of an agreement in the terms of the standard managing agentÕs
agreement (general) entered into in the manner specified in the standard
membersÕ agentÕs agreement and (except where the managing agent is acting as
the membersÕ agent of the underwriting member) the standard agentsÕ agreement;
or
(ii) in
the case of a corporate member, in pursuance of an agreement in the terms of
the standard managing agentÕs agreement (corporate member).]
NOTE
(2) Sub-paragraph
(1) above applies in respect of insurance business allocated or to be allocated
to the 1990 year of account or a subsequent year of account and services
related to such insurance business, and accordingly does not prohibit a
managing agent from underwriting or providing services related to insurance
business allocated or to be allocated to a year of account earlier than the
1990 year of account and does not prohibit an underwriting member from
authorising or continuing to authorise a managing agent to underwrite any such
insurance business, or from agreeing to receive or continue to receive services
related to any such insurance business.
[(3) The
Council may from time to time, with effect from 1 January in the year next
following, prescribe the manner in which and the intervals and the times at which
managing agentsÕ fees and profit commission are to be paid.]
NOTE
[(4)
The Council may specify circumstances in which any transaction, arrangement,
relationship, act or event (whether or not directly involving the managing
agent in question) which would or might otherwise be regarded as constituting
or giving rise to a contravention of any obligation of a managing agent under
paragraph (b) or (d) of clause 4.2 of such an agreement as is referred to in
sub-paragraph (1)(i) or (ii) above, or under any corresponding obligation
implied by law in relation to conflicts of duty or interest, or as requiring a
managing agent to account to a member of the Society for any gain or profit
such as is referred to in paragraph (c) of that clause, shall not be regarded
as constituting such a contravention or as giving rise to any such obligation
to account.
(5)
The circumstances specified by the Council under sub-paragraph (4) above may
include the satisfaction of such conditions and the observation of such
requirements as may appear to the Council to be appropriate.
(6)
Without limiting the generality of sub-paragraph (5) above, any such conditions
and requirements as are referred to in that sub-paragraph may include:
(a) conditions
or requirements relating to the obtaining of the consent or approval of members
of a syndicate or of such number or proportion of such members, determined in
such manner, as may be specified;
(b) where
any such approval is to be obtained through a ballot of members of a syndicate,
conditions or requirements relating to the calling and conduct of the meeting
and the manner of voting at the ballot;
(c) conditions
or requirements relating to the provision to members of a syndicate and, if so
specified, to other persons, of such information or other material, supported
or verified in such manner, as may be specified.
(7)
The powers of the Council under sub-paragraphs (4), (5) and (6) above may be
exercised:
(a) in
relation generally to agreements in the terms of the standard managing agentÕs
agreement (general) or the standard managing agentÕs agreement (corporate
member);
(b) in
relation to agreements in the terms of the standard managing agentÕs agreement
(general) or the standard managing agentÕs agreement (corporate member) falling
within such description or category as may appear to the Council to be
appropriate; or
(c) in
relation to a particular agreement or to particular agreements in the terms of
the standard managing agentÕs agreement (general) or the standard managing agentÕs
agreement (corporate member).]
NOTE
4.
Arrangements between underwriting agents
(1) Subject
to sub-paragraph (2) below:
(a) no
membersÕ agent shall arrange for a managing agent to underwrite or continue to
underwrite insurance business on behalf of an underwriting member for whom that
membersÕ agent acts as membersÕ agent, or to provide any other services as a
managing agent to such an underwriting member; and
(b) no
managing agent shall arrange or agree with a membersÕ agent that the managing
agent will underwrite insurance business on behalf of an underwriting member
for whom that membersÕ agent acts as membersÕ agent or in pursuance of such an
agreement or arrangement provide any other services as a managing agent to such
an underwriting member or continue to underwrite insurance business on behalf
of, or provide any other services as a managing agent, to any such underwriting
member;
otherwise
than in pursuance of an agreement in writing in the form and terms of the
standard agentsÕ agreement.
(2) Sub-paragraph
(1) above applies to, and to agreements or arrangements relating to, insurance
business allocated or to be allocated to the 1990 year of account or a
subsequent year of account and to services related to such insurance business,
and accordingly does not prohibit the underwriting of insurance business
allocated or to be allocated to a year of account earlier than the 1990 year of
account, the provision of any services related to such insurance business or
the making or carrying out of any agreement or arrangement for the underwriting
of such insurance business or the provision of such services.
[(3) Subject
to sub-paragraph (5), in any case where a managing agentÕs appointment by an
underwriting member under an agreement between them in the form and terms of
the standard managing agentÕs agreement (general) is to terminate under the
provisions of:
(a) clause
1.1.4 of that agreement; or
(b) clause
1.1.5 of that agreement pursuant to a notice served by the underwriting
memberÕs membersÕ agent under clause 7.1(o) of the agreement in the form and
terms of the standard membersÕ agentÕs agreement between the underwriting
member and the membersÕ agent:
the
managing agent shall for the purpose of clause 11.11 of the agreement between
the underwriting member and the managing agent, if the underwriting member so
elects by 31st October in the relevant year (as defined in that agreement):
(i) enter
into an agreement in the form and terms of the standard agentsÕ agreement with
such membersÕ agent of the member as is specified by that member; and
(ii) execute
an agentsÕ syndicate list ancillary thereto for the year of account
corresponding to the year next following,
under the
terms of which the managing agent is deemed to enter into an agreement in the
form and terms of the standard managing agentÕs agreement (general) with that
underwriting member in relation to the syndicate concerned for that year of
account and subsequent years of account.
(4) Subject
to sub-paragraph (5), in any case where a nomination such as is referred to in
clause 11.A.2 of an agreement in the terms of the standard managing agentÕs
agreement (general) or the standard managing agentÕs agreement (corporate
member) pursuant to or in connection with any of the arrangements referred to
in paragraph 14(1) of this byelaw (a Òparticipation nominationÓ) the managing
agent shall do all such acts and things and execute all such documents as shall
be necessary or expedient on its part to give effect to any such participation
nomination including (but not limited to):
(i) entering
into an agreement in the form and terms of the standard agentsÕ agreement with
such membersÕ agent of the member in whose favour such participation nomination
is made as is specified by that member; and
(ii) executing
an agentsÕ syndicate list ancillary thereto for the year of account
corresponding to the year next following,
under the
terms of which the managing agent is deemed to enter into an agreement in the
form and terms of the standard managing agentÕs agreement (general) with that
underwriting member in relation to the syndicate concerned for that year of
account and subsequent years of account.
(5) The
Council may, on application by the managing agent concerned, waive or vary the
requirements of sub-paragraph (3) or (4) in any particular case if it thinks
fit.]
NOTE
5.
Variation of standard agreements
(1) Subject
to the following provisions of this paragraph, no underwriting member, managing
agent or membersÕ agent shall without the written consent of the Council vary
or agree to vary any term of any agreement to which he or it is a party and
which is in the form or in the terms of one of the standard agreements.
(2) [Subject
to any requirements of the Council made under paragraph 2(3), where] in Schedule
1 to the standard membersÕ agentÕs agreement provision is made for the parties
to choose between two or more provisions determining the basis of a membersÕ
agentÕs or co-ordinating agentÕs fees and the manner in which and the intervals
and times at which they are to be paid, an underwriting member and a membersÕ
agent entering into an agreement in the form of the standard membersÕ agentÕs
agreement may incorporate whichever one of the permitted alternatives they may
agree or, in the case only of the co-ordinating agentÕs fee, may omit all the
specified provisions for determining the basis of the co-ordinating agentÕs fee
and instead provide for such other basis as they may agree.
(3) [Subject
to any requirements of the Council made under paragraph 2(3), [[and subject to
sub-paragraph (9) below]] where] in Schedule 1 to the standard managing agentÕs
agreement [(general) or in Schedule 1 to the standard managing agentÕs
agreement (corporate member)] provision is made for the parties to choose
between two or more provisions for determining the basis of the managing
agentÕs annual fee or between two or more provisions as to the manner in which
and the intervals and times at which it is to be paid, an underwriting member
and a managing agent entering into an agreement in the terms of the standard
managing agentÕs agreement [(general) or a corporate member and a managing
agent entering into an agreement in the form of the standard managing agentÕs
agreement (corporate member)] may incorporate whichever one of the permitted
alternatives they may agree.
NOTE
(4) Where
in Schedule 1 to the standard membersÕ agentÕs agreement provision is made for
the parties to specify an amount or rate, or a maximum or minimum amount, of
remuneration by way of fee or profit commission, an underwriting member and a
membersÕ agent entering into an agreement in the form of the standard membersÕ
agentÕs agreement may incorporate such amount or rate as they may agree.
[(4A) Where
inÑ
(a) clause
17 of the standard membersÕ agentÕs agreement; and
(b) clause
18.2 of the standard managing agentÕs agreement (corporate member) and the
standard managing agentÕs agreement (general);
provision
is made for the Corporate Member or (as the case may be) the Name (as defined
therein) to insert the name and address of an agent for service of process, a
corporate member and an underwriting agent entering into an agreement in the
form of a standard membersÕ agentÕs agreement, a standard managing agentÕs
agreement (corporate member) or a standard managing agentÕs agreement (general)
(as the case may be) may incorporate such name and address as they may agree.]
NOTE
[(4B) In
the case of an agreement between a corporate member which is incorporated in
Great Britain, or which, being a company to which Part XXIII of the Companies
Act 1985 applies, has authorised a person to accept service of process on its
behalf and has otherwise complied with the requirements of that Part, and an
underwriting agent, the following provisions may be omitted:
(a) in
the case of an agreement in the terms of the standard membersÕ agentÕs
agreement, clause 17;
(b) in
the case of an agreement in the terms of the standard managing agentÕs
agreement (general) or the standard managing agentÕs agreement (corporate
member), clause 18.2.]
NOTE
(5) [Subject
to any requirements of the Council made under paragraph 3(3), [[and subject to
sub-paragraph (9) below]] where] in Schedule 1 to the standard managing agentÕs
agreement [(general) or in Schedule 1 to the standard managing agentÕs
agreement (corporate member)] provision is made for the parties to specify [a
rate] of remuneration by way of fee or profit commission, an underwriting
member and a managing agent entering into an agreement in the terms of the
standard managing agentÕs agreement [(general) or a corporate member and a
managing agent entering into an agreement in the form of the standard managing
agentÕs agreement (corporate member)] may incorporate such amount or rate as
they may agree.
NOTE
(6) [Subject
to sub-paragraph (9) below, where] in paragraph (3)(b)(vi) of Part B of
Schedule 1 to the standard managing agentÕs agreement [(general) or in Schedule
1 to the standard managing agentÕs agreement (corporate member)] provision is
made for the insertion of a number of years in the definition of Prior Year
End(s), an underwriting member and a managing agent entering into an agreement
in the terms of the standard managing agentÕs agreement [(general) or a
corporate member and a managing agent entering into an agreement in the form of
the standard managing agentÕs agreement (corporate member)] shall incorporate
such number of years (being not less than one year [two years]) as they may
agree.
NOTE
(7) Where
in any of the standard agreements provision is made for the deletion of any
provision which is not applicable, the parties to any agreement in the form or
in the terms of the relevant standard agreement may if they so agree delete or
omit that provision.
[(8) Any
agreement or arrangement (in either case whether or not legally binding and
whether or not collateral to any of the standard agreements) which has the
effect of varying any terms of an agreement which is in the form [of] one of
the standard agreements (whether by altering the discretions, duties, rights or
responsibilities of the agent or otherwise) shall for the purposes of
sub-paragraph (1) be treated as a variation of a term of the agreement.]
NOTE
[(9) Unless
the Council otherwise allows, where under sub-paragraphs (3), (5) or (6) above
any item may be incorporated in an agreement in the terms of the standard
managing agentÕs agreement (general) or the standard managing agentÕs agreement
(corporate member) by agreement between the managing agent of a syndicate and a
member of that syndicate, the managing agent shall ensure that for any given
year of account the same provision shall apply to the agreement between it and
each member of the syndicate.]
NOTE
6. Forms
[(1) Subject
to sub-paragraph (3) below, the Council may prescribe particulars to be
included in agentsÕ syndicate lists, corporate memberÕs syndicate lists and
syndicate lists in addition to those referred to in the definitions of AgentsÕ
Syndicate List, Corporate MemberÕs Syndicate List and Syndicate List the
Schedules to this byelaw.]
NOTE
(2) The
Council may from time to time alter any particulars so prescribed with effect
from 1st January of any year (being not less than eight months after the date
on which the alteration is made).
[(3) Sub-paragraphs
(1) and (2) above do not apply to the notice referred to in paragraph 6A
below.]
NOTE
[6A.
Syndicate lists
(1) Subject
to sub-paragraph (2) below, every membersÕ agent shall include a law and forum
notice in a prominent position on the first page of any syndicate list which is
sent by the membersÕ agent or on its behalf.
(2) Notwithstanding
the provisions of sub-paragraph (1) above, the law and forum notice may be
crossed through where it is included in a syndicate list to be sent to an
underwriting member who is ordinarily resident in England or Wales.
(3) For
the purposes of this byelaw, a Òlaw and forum noticeÓ is a statement in the
following terms:
ÒYou
will not have the benefit of protections normally applicable in relation to an
offer of securities in your country of residence or citizenship and you may not
be able to bring action in the courts of that country in connection with your
affairs at LloydÕs.Ó]
NOTE
7.
Appointment of co-ordinating agents
(1) An
underwriting member for whom more than one membersÕ agent is for the time being
obliged to provide services as a membersÕ agent (whether in respect of the same
or different years of account) shall ensure that at all times one of those
membersÕ agents is appointed to act as his co-ordinating agent.
(2) Every
appointment of a co-ordinating agent by an underwriting member shall be made in
accordance with the provisions of the standard membersÕ agentÕs agreement.
8.
Obligations of membersÕ agent where a co-ordinating agent has been appointed
Where
an underwriting member has appointed a membersÕ agent to act as his
co-ordinating agent:
(a) that
membersÕ agent shall co-ordinate the administration of the [underwriting
memberÕs] affairs at LloydÕs in accordance with the provisions of the standard
membersÕ agentÕs agreement;
(b) the
other memberÕs agent or agents appointed by the underwriting member shall
provide to the co-ordinating agent all such information and assistance, and
shall comply with all such requirements imposed by the co-ordinating agent, as
the provisions of the standard membersÕ agentÕs agreement may require.
NOTE
[9. Rates
of Interest
(1) The
Council may from time to time prescribe the rate of interest above the base
rate of the London clearing bank selected by the Agent in relation to sums
requested to be paid under clause 7.1(a) of [an agreement in the form of the
standard managing agentÕs agreement (general) or the standard managing agentÕs
agreement (corporate member)].
(2) Without
prejudice to the generality of sub-paragraph (1) above, in prescribing the rate
of interest under that sub-paragraph the Council:
(a) may
make different provision for different cases or different classes of cases; and
(b) may
make incidental, supplementary or transitional provisions.]
NOTE
[10.
MembersÕ agent pooling arrangements
(1) A
membersÕ agent may arrange for an underwriting member for whom it acts as such
to participate in syndicates through a membersÕ agent pooling arrangement or
partly through such an arrangement and partly otherwise.
(2) For
the purposes of this byelaw a ÒmembersÕ agent pooling arrangementÓ or ÒMAPAÓ is
an arrangement made between, among others, an underwriting member and his
membersÕ agent having:
(a) both
of the characteristics mentioned in sub-paragraph (3) below; and
(b) one
or more of the characteristics mentioned in sub-paragraph (4) below.
(3) The
characteristics referred to in sub-paragraph (2)(a) above are:
(a) that
the underwriting member concerned must participate in all of the syndicates to
which the arrangement relates; and
(b) that
the aggregate of the portions of the overall premium limits of the underwriting
members to be allocated to the syndicates to which the arrangement relates (the
Òtotal MAPA capacityÓ) is determined by the membersÕ agent.
(4) The
characteristics referred to in sub-paragraph (2)(b) above are:
(a) that
the portion of each underwriting memberÕs overall premium limit to be allocated
to the syndicates to which the arrangement relates (the Òtotal MAPA
participationÓ) is calculated by dividing the total MAPA capacity by the number
of underwriting members to which the arrangement relates;
(b) that
the portion of each underwriting memberÕs overall premium limit to be allocated
to each syndicate or the respective syndicates to which the arrangement relates
is determined by the membersÕ agent; and
(c) that
the portion of each underwriting memberÕs overall premium limit to be allocated
to each syndicate to which the arrangement relates is calculated by dividing a
predetermined portion of such overall premium limit by the total number of such
syndicates.
NOTE
[(5) The
Council may from time to time prescribe requirements [[and conditions with
regard to the operation by membersÕ agents of membersÕ agent pooling
arrangements and]] with respect to the exercise by the operator of a MAPA of
the discretions conferred on it by paragraphs (b) or (d) of clause 3.1 of an
agreement in the terms of the standard membersÕ agentÕs agreement; and such
requirements may in particular impose restrictions on the extent to which the
syndicates in which an underwriting member is to participate or the amount of
his memberÕs syndicate premium limits in relation to any such syndicate may
without the express agreement of the underwriting member concerned differ from
those set out in a previous syndicate list or other statement issued or agreed
by the operator.
(6) The
Council may from time to time prescribe minimum amounts of memberÕs syndicate
premium limit for the purpose of clause 3.6 of agreements in the terms of the
standard membersÕ agentÕs agreement, clause 2.4 of agreements in the terms of
the standard agentsÕ agreement and clause 11.11 of agreements in the terms of
the standard managing agentÕs agreement (general); and different minima may be
prescribed in respect of such different cases or circumstances as the Council
may specify.]]
NOTE
[É]
NOTE
[11A.
Permission of Council required for notice to terminate standard membersÕ
agentÕs agreement
(1) No
membersÕ agent shall terminate or purport to terminate an agreement in the
terms of the standard membersÕ agentÕs agreement otherwise than pursuant to and
in accordance with the provisions of clause 11 of that agreement.
(2) Where
a membersÕ agent proposes to give notice to terminate an agreement in the terms
of the standard membersÕ agentÕs agreement under clause 11.5 of that agreement,
it shall apply to the Council for permission to do so in accordance with the
following provisions of this paragraph.
(3) An
application under this paragraph:
(a) shall
be in writing;
(b) shall
specify the underwriting member to whom the notice is proposed to be given;
(c) shall
include particulars of the syndicates in which that underwriting member
participates through the membersÕ agent and of the memberÕs syndicate premium
limits of that underwriting member with respect to those syndicates;
(d) shall
include an explanation of the reasons why the membersÕ agent proposes to give
the notice; and
(e) shall
be made by 30 April in the year in which the notice is proposed to be given.
(4) Unless
the Council otherwise allows, a membersÕ agent which makes an application under
this paragraph shall at the same time send a copy of the application to the
underwriting member to whom the relevant notice of termination is proposed to
be given and shall inform that underwriting member that he is entitled to make
representations to the Council within 21 days after the despatch to him of a
copy of the application under this sub-paragraph, or within such longer period
as the Council may allow.
(5) Unless
the Council otherwise determines, an underwriting member to whom such a notice
as is referred to in this paragraph is proposed to be given shall be entitled
to make representations to the Council within 21 days after the despatch to him
of a copy of the relevant membersÕ agentÕs application to the Council under
sub-paragraph (4) above, or within such longer period as the Council may allow.
(6) The
Council may require a membersÕ agent which has made an application under this
paragraph to provide such additional information or explanations with respect
to the proposed notice of termination as the Council thinks fit.
(7) If
the Council is minded to refuse an application made under this paragraph, or to
grant the application subject to conditions, it shall by notice in writing so
inform the membersÕ agent which made the application and shall permit that
membersÕ agent to make representations within such period as the Council may
require.
(8) The
Council may grant an application made under this paragraph subject to such
conditions as it may think fit.
(9) If
the Council grants an application made under this paragraph it may permit the
relevant notice of termination to be given later than 31 May of the year in
which the notice is proposed to be given; and such permission may itself be
granted after 31 May of that year.
11B.
Permission of Council required for notice to terminate standard managing
agentÕs agreement
(1) No
managing agent shall terminate or purport to terminate an agreement in the
terms of the standard managing agentÕs agreement (general) or the standard
managing agentÕs agreement (corporate member) otherwise than pursuant to and in
accordance with the provisions of clause 11 of that agreement.
(2) Where
a managing agent proposes to give notice to terminate an agreement in the terms
of the standard managing agentÕs agreement (general) or the standard managing
agentÕs agreement (corporate member) under clause 11.6 of that agreement, it
shall apply to the Council for permission to do so in accordance with the following
provisions of this paragraph.
(3) An
application under this paragraph:
(a) shall
be in writing;
(b) shall
specify the underwriting member to whom the notice is proposed to be given;
(c) shall
specify the syndicate to which the proposed notice relates and the memberÕs
syndicate premium limit of that underwriting member with respect to that
syndicate;
(d) in
the case of a notice proposed to be given under clause 11.6 of an agreement in
the terms of the standard managing agentÕs agreement (general), shall include
the name of any membersÕ agent through which the underwriting member to whom
the notice is proposed to be given participates in that syndicate;
(e) shall
include an explanation of the reasons why the managing agent proposes to give
the notice; and
[[(ea) shall include such further
information as the Council may specify, whether generally or in relation to a
particular case or class of cases;]]
(f) shall
be made by 30 April in the year in which the notice is proposed to be given [,
or [[, save where the application relates to a proposed increase in fees or
profit commission,]] such later date in that year as the Council may permit
(and such permission may itself be granted after 30 April of that year)].
NOTE
(4) Unless
the Council otherwise allows, a managing agent which makes an application under
this paragraph shall at the same time send a copy of the application:
(a) to
the underwriting member to whom the relevant notice of termination is proposed
to be given; and
(b) where
the application relates to a notice proposed to be given under clause 11.6 of
an agreement in the terms of the standard managing agentÕs agreement (general),
to any such membersÕ agent as is referred to in sub-paragraph (3)(d) above;
and shall
inform that underwriting member and, if applicable, that membersÕ agent that he
is entitled to make representations to the Council within 21 days after the
despatch to him of a copy of the application under this sub-paragraph, or
within such longer period as the Council may allow.
(5) Unless
the Council otherwise determines:
(a) an
underwriting member to whom such a notice is proposed to be given; and
(b) any
such membersÕ agent as is referred to in sub-paragraph (3)(d) above;
shall be
entitled to make representations to the Council within 21 days after the
despatch to him of a copy of the relevant managing agentÕs application to the
Council under sub-paragraph (4) above, or within such longer period as the
Council may allow.
(6) The
Council may require a managing agent which has made an application under this
paragraph to provide such additional information or explanations with respect
to the proposed notice of termination as the Council thinks fit.
(7) If
the Council is minded to refuse an application made under this paragraph, or to
grant the application subject to conditions, it shall by notice in writing so
inform the managing agent which made the application and shall permit that
managing agent to make representations within such period as the Council may
require.
(8) The
Council may grant an application made under this paragraph subject to such
conditions as it may think fit, including, where the application relates to a
proposed notice to an underwriting member who participates in a syndicate
through a membersÕ agent, a condition requiring the managing agent to offer to
that underwriting member the opportunity to continue to participate in the
syndicate through a different membersÕ agent.
(9) If
the Council grants an application made under this paragraph it may permit the
relevant notice of termination to be given later than 31 May of the year in
which the notice is proposed to be given; and such permission may itself be
granted after 31 May of that year.]
[(10) The
Council may for the purposes of this paragraph make requirements that a
managing agent provide to the Council, or to any underwriting member to whom a
notice of termination is proposed to be given or to the membersÕ agent of any
such underwriting member such information as may be specified; and such requirements
may apply generally or in relation to a particular case or class of cases.]
NOTE
[12. LloydÕs
central file of underwriting agentsÕ charges
(1) The
Council shall maintain the central file of underwriting agentsÕ charges and
record in it information supplied to the Council pursuant to sub-paragraphs (3)
and (4).
(2) The
central file shall contain a separate section in respect of each underwriting
agent.
(3) Every
underwriting agent shall in each year, before the date from time to time
prescribed by the Council under sub-paragraph (5), supply to the Council
particulars of its proposed fees and profit commission for the forthcoming year
of account.
(4) Where
an underwriting agent, having supplied to the Council particulars of its
[proposed] fees and profit commission for a year of account, enters into an
agreement with an underwriting member providing for fees or profit commission
which differ from those notified under sub-paragraph (1) in respect of that
year of account, it shall promptly give the Council notice of the information
prescribed under sub-paragraph (5).
NOTE
(5) Particulars
given pursuant to sub-paragraph (3) or (4) shall be given in writing and shall
include such information as the Council may from time to time prescribe.
(6) The
central file shall be kept at the premises of the Society in the City of
London.
(7) The
central file shall be open to inspection at such time or times as the Council
may prescribe.
(8) Any
person may obtain a copy (whether in microfiche or such other convenient form
as the Council may from time to time adopt) of any particulars inscribed in the
central file on payment of such sum as the Council may from time to time
prescribe.
[12A. Profits
and Commissions
1. No
profits in respect of a run-off account of a syndicate shall be distributed to
relevant underwriting members until that run-off account is closed.
2. No
profit commission in respect of any profit referred to in sub-paragraph (1)
shall be payable to a managing agent or to a membersÕ agent until that run-off
account is closed.
3. Sub-paragraphs
(1) and (2) have effect notwithstanding provisions to the contrary in any
agreement in which a managing agent or membersÕ agent is a party, whenever it
was made.]
NOTE
13. Modification
of taking over provisions
(1) The
Council may from time to time prescribe a percentage for the purposes of clause
14.2(e) of the standard managing agentÕs agreement (general) and the standard
managing agentÕs agreement (corporate member) and all existing agreements in
the form of those agreements.
(2) If
circumstances falling within clause 14.2(e) of the standard managing agentÕs
agreement (general) or the standard managing agentÕs agreement (corporate
member) arise in relation to a syndicate, the Council may from time to time
give such directions as it in its sole discretion thinks fit modifying the
application of clause 14 of all existing agreements in the form of the standard
managing agentÕs agreement (general) and the standard managing agentÕs
agreement (corporate member) relating to that syndicate.
(3) Without
limiting the generality of sub-paragraph (2), any directions given under that
sub-paragraph may include provision that, instead of the results of the
syndicate concerned for the relevant year of account being allocated between
its members by dividing between them the profit or loss for that year of
account as a whole on any basis specified in the standard managing agentÕs
agreement (general) and the standard managing agentÕs agreement (corporate
member), such results be allocated instead byÑ
(a) causing
accounts to be prepared for such periods of the year (ÒAccounting PeriodsÓ) on
such basis and in accordance with such accounting policies as may be specified;
(b) allocating
the profit or loss of the syndicate concerned for each such Accounting Period
among the members of the syndicate during such period by reference to the
amounts of their respective memberÕs syndicate premium limits in relation to
that syndicate;
(c) ascertaining
the profit or loss of each member for the whole year by aggregating the profit
or loss of such member in respect of each of the Accounting Periods during
which he was a member of the syndicate concerned.
(4) Any
directions given under sub-paragraph (2) may also includeÑ
(a) provision
varying the time at which a member of the syndicate is to be treated as ceasing
to be a member of the syndicate for the purposes of any of the provisions of
clause 14.2 of agreements in the terms of the standard managing agentÕs
agreement (general) and agreements in the terms of the standard managing
agentÕs agreement (corporate member);
(b) consequential
provision for the operation of clauses 6.3 and 6.4 of agreements in the terms
of the standard managing agentÕs agreement (general) and agreements in the
terms of standard managing agentÕs agreement (corporate member) in such manner
as the Council may in its sole discretion think fair.]
NOTE
[14. Assignment
of syndicate participations
(1) A
nomination such as is referred to in clause 11A.2 of an agreement in the terms
of the standard managing agentÕs agreement (general) or the standard managing
agentÕs agreement (corporate member) may be made only:
(a) under
arrangements approved by the Council for the purposes of this sub-paragraph
(1)(a) for facilitating agreements for such nominations [and for second
nominations], whether by the pooling or matching of offers to enter into such
agreements or otherwise;
NOTE
[(aa) by a permitted
bilateral arrangement within the meaning of the [[Bilateral Arrangements Byelaw
(No. 4 of 1999, 345)]] and with any conditions imposed or requirements made
thereunder and with any other applicable requirements of the Council;]
NOTE
(b) under
an approved conversion [[arrangement under the Conversion and Related
Arrangements Byelaw (No. 22 of 1996, 329)]];
(c) under
a scheme approved by the Council for the purposes of this sub- paragraph (1)(c)
providing for the nomination of a corporate member to underwrite as a member of
a syndicate or syndicates [in substitution for another person or persons and
for such person or persons] to acquire shares in or other securities of that
corporate member [[or any holding company (within the meaning of section 736 of
the Companies Act 1985) of that corporate member or any body corporate which is
connected with the corporate member in a manner determined by the Council for
the purposes of this sub-paragraph (1)(c)]];
NOTE
(d) for
the purpose of ensuring that all underwriting members who participate in a MAPA
for a year of account participate in all the syndicates to which the MAPA
relates and that their memberÕs syndicate premium limits (ignoring any part of
such limits allocated otherwise than through the MAPA) bear the same proportion
to each other for each such syndicate;
(e) where
the member of the Society making the nomination and the member nominated are
corporate members which are subsidiaries (within the meaning of section 736 of
the Companies Act 1985) of the same holding company; or
(f) with
the express permission of the Council.
(2) The
Council shall have power:
(a) to
approve any such arrangements as are referred to in sub-paragraph (1)(a) above;
(b) to
approve any such scheme as is referred to in sub-paragraph (1)(c) above;
(c) to
prescribe, for the purposes of sub-paragraph (1)(d) above, conditions or
requirements relating to the exercise of the rights referred to in that
sub-paragraph, including conditions or requirements limiting the extent to
which or the circumstances in which rights referred to in that sub-paragraph are
to be exercised by the operator of a MAPA;
(d) to
approve the making of any such nomination as is referred to in sub-paragraph
(1) above [or second nominations], whether by way of exception to the terms of
any such approval as is referred to in sub-paragraph (1)(a) or (c) above or to
any such limits as are referred to in sub-paragraph (1)(d) above or otherwise;
NOTE
(e) for
the purposes of any provision of any agreement in the terms of any of the
standard agreements which refers to a date or dates to be prescribed by the
Council in connection with procedures for the exercise of rights to make such a
nomination as is referred to in sub-paragraph (1) above, to prescribe such date
or dates.
(3) Approval
may be granted under sub-paragraph (2) above either individually or in respect
of arrangements or schemes of such descriptions as the Council may specify, and
such approval may in either case be subject to compliance with such conditions
and requirements as the Council may prescribe or impose.
NOTE
15. Rights
of managing agents with respect to assignment of syndicate participations
(1) [[Subject
to sub-paragraph (5) below, w]]here an underwriting member has nominated
another underwriting member to underwrite as a member of a syndicate under
clause 11A of an agreement in the terms of the standard managing agentÕs
agreement (general) or the standard managing agentÕs agreement (corporate
member), the Council may on the application of the managing agent of the
syndicate direct that effect shall not be given to the nomination.
(2) The
Council may prescribe such conditions and requirements with respect to
applications under this paragraph as it thinks fit.
(3) Without
limiting the generality of sub-paragraph (2) above, any conditions and
requirements under that sub-paragraph:
(a) may
prescribe the time by which or period within which such an application must be
made;
(b) may
specify the form in which such an application must be made;
(c) may
require that persons considered by the Council to be affected by such an
application be notified of it and be afforded the opportunity to make
representations to the Council.
(4) If
the Council grants an application made under this paragraph it may give such
supplementary and consequential directions as appear to it to be appropriate.
[(5) An
application may be made under this paragraph in respect of a nomination made
under any arrangement or scheme validated by the Council for the purposes of
sub-paragraph (a) or (c) of paragraph 14(1), or any validated conversion arrangement
(as defined in the Conversion and Related Arrangements Byelaw (No. 22 of 1996,
329) or any permitted bilateral arrangement (as defined in the [[Bilateral
Arrangements Byelaw (No. 4 of 1999, 345)]] only to the extent (if any)
expressly provided in any conditions and requirements prescribed or imposed by
the Council pursuant to paragraph 14(3) of this byelaw or pursuant to either of
those other byelaws respectively.]
NOTE
16. Rights
of appeal
[.
. .] ]
NOTE
Schedule 1.
The MembersÕ AgentÕs Agreement
Appendix
On the
.......................... day of
............................................................................
19....................... ........................................of
...............................................................................................................
.............................................................................................................................
(the "Name") and ..................................... whose
registered/principal office is at
....................................................
.....................................................................................................................................
(the "Agent") hereby:
(1) enter into the attached Members'
Agent's Agreement;
(2) agree that the Agent is to act as
the Name's co-ordinating agent ; and
(3) agree that the following
particulars shall be inserted in Schedule 1 to the attached Members' Agent's
Agreement:
(a) Annual
Fee
[Insert applicable
provisions of Part A of Schedule 1.]
(b) Profit
Commission
[Insert
applicable provision in Part B of Schedule 1.]
(c)
Co-ordinating Agent's Fee
[Insert
basis of remuneration, if applicable.]
(d)
Winding-up Fee
[Insert
applicable provisions of Part D of Schedule 1.]
NOTE
[in the
case of an individual
SIGNED and
DELIVERED as a DEED by )
in
the presence of )
Signature
Name
Address
in the case
of a body corporate with a common seal
EXECUTED
and DELIVERED as a DEED under THE COMMON SEAL of the Name in the presence of:
Director
Director/Secretary
in the case
of a body corporate to which section 36A or 36B of the Companies Act 1985
applies
EXECUTED
and DELIVERED as a DEED by
acting by
two Directors/a Director and the Secretary
Director
Director/Secretary
[. . . ]
NOTE
[In the
case of a company]
THE COMMON
SEAL of the Agent was hereunto affixed
in the presence of:
Director
Director/Secretary
[In the
case of a partnership]
SIGNED
SEALED AND DELIVERED
by a
partner duly authorised for and on behalf of the Agent
in the
presence of:
NOTE
THIS
AGREEMENT made on the date specified in the Appendix
BETWEEN:
(1) A person who is or is about to
become an underwriting member of Lloyd's, and whose name and address are set
out in the Appendix (the "Name"); and
(2) An underwriting agent which is
listed as a members' agent on the register of underwriting agents maintained at
Lloyd's and whose name and registered/principal office are set out in the
Appendix (the "Agent").
WHEREAS
The Name wishes to appoint the Agent to
act as his members' agent in respect of all or part of his underwriting
business and affairs at Lloyd's.
NOW IT IS
AGREED as follows:
1. Interpretation
1.1 In
this Agreement, unless the context otherwise requires:
the ÒAgentÓ
includes, in the case of a partnership, any persons who are for the time being
carrying on, under whatever name or style, the business of that partnership,
and includes any Substitute Agent;
ÒAgentsÕ
AgreementÓ means an agreement between the Agent and a managing agent in the
form of the Standard AgentsÕ Agreement;
[ÒagentsÕ
syndicate listÓ has the meaning given in paragraph 1 of the Agency Agreements
Byelaw (No. 8 of 1988, 310);]
NOTE
ÒAudited
Closed Year LossÓ means a loss ascertained at the closing of a year of account
of a Contracted Syndicate, the amount of which is set out in an annual report
complying with the Syndicate Accounting Byelaw (No. [18 of 1994, 326]) in
relation to which the syndicate auditor has reported in the terms specified in
paragraph [14(3)] of that byelaw;
NOTE
the
ÒBusinessÓ means the business of underwriting and related activities carried on
by the Name at LloydÕs as a member of the Contracted Syndicates;
ÒclosedÓ in
relation to a year of account, means closed by reinsurance to close;
[ÒCentral
Fund contributionÓ means any contribution to the Central Fund made under any
general or special levy pursuant to paragraph 4(1) or (5) of the Central Fund
Byelaw (No. 4 of 1986, 506) (including any contributions made to the Central
Fund under the Syndicate Premium Income Byelaw (No. 6 of 1984, 201) but not any
special contributions under any such agreement as is referred to in paragraph 4
of the Membership, Central Fund and Subscriptions (Miscellaneous Provisions)
Byelaw (No. 16 of 1993, 514));]
NOTE
[ÒCentral
Syndicate Sub-FundÓ, in relation to a New Premiums Trust Deed, has the meaning
given in that deed;]
NOTE
ÒContracted
SyndicateÓ means a syndicate of which the Name is a member for a year of
account in respect of which this Agreement applies (whether or not the Name
ceases to be a member of that syndicate for any part of that year of account in
consequence of any provision of clause 11 of the Managing AgentÕs Agreement
between the Name and the managing agent of that syndicate) and in respect of which
the Agent acts as his membersÕ agent, and Òthe Contracted SyndicatesÓ means all
of such syndicates;
Òco-ordinating
agentÓ means a membersÕ agent appointed by an underwriting member of LloydÕs to
co-ordinate the administration of that memberÕs affairs at LloydÕs in
circumstances where more than one membersÕ agent is obliged to provide services
as a membersÕ agent to that member;
the
ÒCouncilÓ means the Council of LloydÕs and includes its delegates and persons
by whom it acts;
ÒDirect
SyndicateÓ means a Contracted Syndicate in respect of which the Agent acts as
the NameÕs managing agent;
[ÒEquitas
reinsurance contractÓ has the meaning given in the Reconstruction and Renewal
Byelaw (No. 22 of 1995, 519);]
NOTE
[ÒExcluded
NameÓ means an individual member of LloydÕs whoÑ
(i) is
not underwriting for the 1999 year of account;
(ii) did
not accept the settlement offer made by LloydÕs under paragraph 8 of the
Reconstruction and Renewal Byelaw (No. 22 of 1995, 519); and
(iii) at 31
December 1998 had Specified Litigation Recoveries (as defined in any Premiums
Trust Deed executed by that member) held on his behalf by any firm of
solicitors or other person or by the MembersÕ AgentÕs Trustees (but where held
by the MembersÕ AgentÕs Trustees only if so held under and subject to clause
5(b) of the Schedule to that Premiums Trust Deed);
but
such person shall remain an Excluded Name only for so long as LloydÕs has not
amended his Premiums Trust Deed or Deeds into one of the forms prescribed by
the Council on 10 December 1998 (as amended from time to time);]
NOTE
[the
ÒLloydÕs Arbitration SchemeÓ means any rules made or any scheme established
from time to time by a special resolution of the Council or by byelaw in
relation to the conduct of arbitrations;]
NOTE
[ÒLloydÕs
depositÓ has the meaning given in paragraph 5 of the Membership Byelaw (No. 17
of 1993, 111) and includes any LloydÕs life deposit or additional LloydÕs
deposit;]
NOTE
Òmanaging
agentÓ means an underwriting agent which is listed as a managing agent on the
register of underwriting agents maintained under the Underwriting Agents Byelaw
(No. 4 of 1984, 101) and which is appointed by an underwriting member of
LloydÕs to provide services and perform duties of the same kind and nature as
those set out in the Standard Managing AgentÕs Agreement in respect of a
particular syndicate;
ÒManaging
AgentÕs AgreementÓ means an agreement between the Name and a managing agent in
the terms of the Standard Managing AgentÕs Agreement [(General)];
NOTE
ÒmembersÕ
agentÓ means an underwriting agent which is listed as membersÕ agent on the
register of underwriting agents maintained under the Underwriting Agents Byelaw
(No. 4 of 1984, 101) and which is appointed by an underwriting member of
LloydÕs to provide services and perform duties of the same kind and nature as
those set out in this Agreement.
[ÒMAPA
participationÓ means in relation to any member of a Contracted Syndicate, a
Contracted Syndicate and a MAPA, the amount of the memberÕs syndicate premium
limit of that member allocated to the syndicate through a MAPA operated by the
Agent as ascertained in accordance with the formula specified in the agentsÕ
syndicate list prepared by the Agent;
ÒmembersÕ
agent pooling arrangementÓ or ÒMAPAÓ means an arrangement of the kind described
in paragraph 10 of the Agency Agreements Byelaw (No. 8 of 1988) operated by the
Agent;]
NOTE
[ÒMembersÕ
AgentÕs TrusteesÓ means the trustees for the time being of [[an Old]] Premiums
Trust Deed designated thereunder as MembersÕ AgentÕs Trustees thereof;]
NOTE
[ÒMembership
AgreementÓ means an agreement between a member of the Society which is not an
individual and the Council in the form of the agreement for the time being
prescribed by the Council pursuant to paragraph 3 of the Membership Byelaw (No.
17 of 1993, 111) as a requirement of admission to membership of the Society;]
NOTE
ÒmemberÕs
syndicate premium limitÓ has the meaning given to it in the Membership Byelaw
[(No. 17 of 1993)];
NOTE
ÒNameÓ
includes [(i)] the NameÕs executors or administrators, trustees in bankruptcy
and any receiver appointed under the Mental Health Act 1983 and any person
performing similar functions in any jurisdiction [(ii) on the dissolution of a
Scottish Limited Partnership, any general partner];
NOTE
[ÒNew
Central FundÓ means the New Central Fund referred to in the New Central Fund
Byelaw [[(No. 23 of 1996, 522)]] and any other assets expressed to be held as
part of the New Central Fund;
[[É]]
ÒNew
Central Fund contributionÓ means any contribution to the New Central Fund made
under any general or special levy pursuant to the New Central Fund Byelaw
[[(No. 23 of 1996, 522)]](including any contributions made under the Syndicate
Premium Income Byelaw (No. 6 of 1984, 201) but not any special contributions
under any such agreement as is referred to in paragraph 4 of the Membership,
Central Fund and Subscriptions (Miscellaneous Provisions) Byelaw (No. 16 of
1993, 514));]
NOTE
[ÒNew
Premiums Trust DeedÓ means the form or forms of Premiums Trust Deed executed or
to be executed by the Name and applying in respect of the Business where the
Name is not, or has ceased to be, an Excluded Name, being in a form approved by
the Council on 2 October or 10 December 1998 (in each case as amended from time
to time);
ÒOld
Premiums Trust DeedÓ meansÑ
(i) the
form or forms of Premiums Trust Deed executed by the Name and applying in
respect of the Business if (and for so long as) the Name is an Excluded Name;
and
(ii) where
the Name is not an Excluded Name and is underwriting for the 1999 year of
account, the form or forms of Premiums Trust Deed (other than any deed in the
form of a New Premiums Trust Deed) executed by the Name and applying in respect
of the Business (or any part of it) unless and until amended into one of the
forms prescribed by the Council on 10 December 1998 (as amended from time to
time) or into a form which provides for the Premiums Trust Fund held under it
to be held on trust to transfer to the trust fund held under a New Premiums
Trust Deed;]
NOTE
[Òoverall
MAPA participationÓ means, in relation to an underwriting member participating
in a MAPA for a year of account, that part of that underwriting memberÕs
overall premium limit which is or is to be allocated through the MAPA for that
year of account;]
NOTE
Òoverall
premium limitÓ has the meaning given to it in the Membership Byelaw [(No. 17 of
1993)];
NOTE
[ÒOverseas
DirectionÓ has the meaning given in the Old Premiums Trust Deed;
ÒOverseas
FundÓ means a Premiums Trust Fund constituted or regulated by an Overseas
Direction;]
NOTE
[ÒPersonal
Reserve Sub-FundÓ means that part of the Premiums Trust FundÑ
(i) held
under a New Premiums Trust Deed, which is for the time being vested in or under
the control of the Regulating Trustee (not being the Central Syndicate
Sub-Fund); or
(ii) held
under an Old Premiums Trust Deed, which is for the time being vested in or
under the control of the MembersÕ AgentÕs Trustees;]
NOTE
[ÒPremiums
Trust DeedÓ means a trust deed (other than a Special Trust Direction or an
Overseas Direction) executed or to be executed by the Name in a form for the
time being required by the Council and approved by the Treasury (or its
predecessor, the Secretary of State) for the purposes of section 83 of the
Insurance Companies Act 1982 and constituting the Premiums Trust Fund;]
NOTE
ÒPremiums
Trust FundÓ means the trust fund [or funds] to which all premiums received by
or on behalf of the Name in respect of the Business are required to be
transferred by section 83 of the Insurance Companies Act 1982;
NOTE
[ÒRegulating
TrusteeÓ means LloydÕs or such other person as the Council may, under any New
Premiums Trust Deed, appoint to act as Regulating Trustee (as defined in that
deed) acting in its capacity as Regulating Trustee;]
NOTE
Òreinsurance
to closeÓ has the meaning given to it in the Syndicate Accounting Byelaw (No.
[18 of 1994, 326]);
NOTE
[ÒScottish
Limited PartnershipÓ has the meaning given to it in the Membership Byelaw (No.
17 of 1993, 111);
NOTE
[ÒSpecial
Reserve Trust DeedÓ means a trust deed executed or to be executed [[É]] by the
Name and LloydÕs, constituting any Special Reserve Trust Fund;
ÒSpecial
Reserve Trust FundÓ means [[É]] a trust fund in relation to which Part 1 of
Schedule 20 to the Finance Act 1993 has effect established by the Name and
vested in LloydÕs as trustee or in any person appointed as trustee by LloydÕs];
NOTE
[ÒSpecial
Trust DirectionÓ has the meaning given in the New Premiums Trust Deed;
ÒSpecial
Trust FundÓ means a Premiums Trust Fund constituted or regulated by a Special
Trust Direction;]
NOTE
ÒStandard
AgentsÕ AgreementÓ means the form of agreement between a membersÕ agent and a
managing agent prescribed by the Agency Agreements Byelaw (No. 8 of 1988, 310)
and set out in Schedule 2;
ÒStandard
Managing AgentÕs Agreement [(General)]Ó means the form of agreement between an
underwriting member of LloydÕs and a managing agent prescribed by the Agency
Agreements Byelaw (No. 8 of 1988, 310) and set out in Schedule 3;
NOTE
ÒStandard
MembersÕ AgentÕs AgreementÓ means the form of agreement between an underwriting
member of LloydÕs and a membersÕ agent prescribed by the Agency Agreements
Byelaw (No. 8 of 1988, 310) (being substantially in the form of this
Agreement);
ÒSubstitute
AgentÓ means a person appointed by the Council to act as agent for an
underwriting member of LloydÕs under the Substitute Agents Byelaw (No. 20 of
1983, 300);
[Òsurrender
arrangementÓ has the meaning given to it in the Conversion and Related
Arrangements Byelaw (No. 22 of 1996);]
NOTE
ÒsyndicateÓ
means a group of underwriting members of LloydÕs underwriting insurance
business at LloydÕs through the agency of a managing agent to which a
particular syndicate number is assigned by the Council;
[Òsyndicate
allocated capacityÓ has the meaning given to it in the Syndicate Pre-emption
Byelaw (No. 19 of 1997, 333);
Òsyndicate
cessationÓ has the meaning given to it in the Major Syndicate Transactions
Byelaw (No. 18 of 1997, 332);]
NOTE
ÒSyndicate
ListÓ means a schedule prepared in respect of a year of account listing the
Contracted Syndicates for that year of account and specifying in relation to
each Contracted Syndicate the NameÕs memberÕs syndicate premium limit [, the
formula for ascertaining the NameÕs memberÕs syndicate premium limit in
relation to any MAPA participation the Name may have in the syndicate,] the
identity of the managing agent and the basis and level of the managing agentÕs
remuneration, and containing such other particulars as may for the time being
be required by the Council; and
NOTE
Òsyndicate
mergerÓ has the meaning given to it in [paragraph 1 of the Major Syndicate
Transactions Byelaw (No. 18 of 1997, 332);]
NOTE
[ÒTreasuryÓ
means Her MajestyÕs Treasury (or such other authority as has for the time being
succeeded to its functions under section 83 of the Insurance Companies Act
1982);]
NOTE
ÒyearÓ
means calendar year, except when used to refer to a year of account.
1.2(a) For
the purpose only of interpreting references in this Agreement to a syndicate
and like expressions, and subject always to clause 16.2, unless the context
otherwise requires:
(i) the
several groups of underwriting members of LloydÕs to which in successive years
a particular syndicate number is assigned by the Council shall be treated as
the same syndicate, notwithstanding that they may not comprise the same
underwriting members with the same individual participations (and where two or
more numbers are assigned to a group of underwriting members, the number which
appears first on the list of syndicates published by the Council and specified
by the Council for the purposes of this paragraph shall be the number taken
into account for the purposes of this paragraph); and
(ii) references
to assets or liabilities of a member of a syndicate, or to anything done by or
to a member of a syndicate or by or to any person on his behalf,
shall
be construed as references to assets employed or liabilities incurred by him,
or to things done by or to him or such other person on his behalf, in the
course of or in relation to the underwriting business carried on by him through
that syndicate.
(b) Where
a managing agent manages two or more syndicates which comprise the same
underwriting members participating in the same proportions and the managing
agent, in accordance with the Syndicate Accounting Byelaw (No. [18 of 1994,
326]), groups those syndicates together and treats them as a single syndicate
for the purposes of that byelaw, those syndicates shall also be treated as a
single syndicate for the purposes of this Agreement.
NOTE
[1.2A For
the purpose only of interpreting references in this Agreement to membersÕ agent
pooling arrangements, MAPA participations, participating in a Contracted
Syndicate through a MAPA and like expressions, and subject always to clause
16.2, unless the context otherwise requires:
(a) the members
of a Contracted Syndicate for whom the Agent also acts as membersÕ agent and
whose MAPA participations are ascertained in accordance with the formula
specified in an agentsÕ syndicate list together with the NameÕs MAPA
participation shall, in relation to that syndicate, be treated as belonging to
the same MAPA as the Name;
(b) where
in respect of any year of account the Name or any member of a Contracted
Syndicate belongs to a MAPA he and they may be said to be participating in that
syndicate ÒthroughÓ that MAPA and the membersÕ agent which arranged such
participation may be said to be ÒoperatingÓ that MAPA; and
(c) where
in respect of any year of account the Agent operates [more than one] MAPA [É],
and whether or not each such MAPA comprises the same underwriting members and
whether or not such members have the same MAPA participations in relation to
each such MAPA, then those MAPAs shall be treated as separate MAPAs.]
NOTE
[1.2B For
the purpose only of interpreting references in this Agreement to underwriting
for the 1999 year of account and like expressions, if the Name has duly
executed or is to execute a Premiums Trust Deed in the form prescribed by the
Council on 2 October 1998 which form has also been or will be duly executed by
LloydÕs he shall be treated as underwriting for the 1999 year of account.]
NOTE
1.3 No
provision of this Agreement shall have effect to the extent that it is contrary
to LloydÕs Acts 1871 to 1982 or to any requirement of the Council which is for
the time being applicable to the Name as a member of LloydÕs or to the Agent.
1.4 References
in this Agreement to requirements of the Council are to any requirement imposed
by any byelaw or regulation made under LloydÕs Acts 1871 to 1982, any condition
or requirement imposed or direction given under any such byelaw or regulation,
any direction given under section 6 of LloydÕs Act 1982, any requirement
imposed by or under any undertaking given by the Name to LloydÕs or to the
Council and any other requirement imposed or direction given by the Council
under LloydÕs Acts 1871 to 1982; and the phrase Òrequired by the CouncilÓ and
similar phrases shall be construed accordingly.
1.5 Any
reference in this Agreement to an enactment, byelaw or regulation is a
reference to it as already amended and includes a reference to any repealed
enactment or any revoked byelaw or regulation which it may re-enact, with or
without amendment, and to any future re-enactment or amendment of it.
1.6 The
headings in this Agreement shall not affect its interpretation.
2.
Appointment and authority of the Agent
2.1 The
Name hereby appoints the Agent, and the Agent hereby agrees, to provide the
services and perform the duties set out in this Agreement in respect of the
Business and the NameÕs affairs at LloydÕs.
2.2 The
Name hereby authorises the Agent on behalf of the Name:
(a) to
allocate the whole or part of the NameÕs overall premium limit in such amounts
as the Name and the Agent shall from time to time agree among those syndicates
in which the Name and the Agent shall agree from time to time that the Name is
to participate;
[(aa) where the Name and the
Agent agree that the whole or part of the NameÕs overall premium limit is to be
allocated through a MAPA operated by the Agent, to allocate the NameÕs overall
MAPA participation in such amounts and among such syndicates as the Agent
shall, subject to any such limits as may be specified in any Syndicate List and
to any applicable requirements of the Council, determine;]
NOTE
(b) to
enter into an agreement in the terms of the Standard Managing AgentÕs Agreement
[(General)] with the managing agent of each of the syndicates in which the Name
and the Agent shall from time to time agree that the Name is to participate
(other than any Direct Syndicates) and from time to time to agree with each of
those managing agents in accordance with the relevant AgentÕs Agreement its
remuneration on a basis and at a level agreed between the Agent and the Name;
and
NOTE
(c) with
the agreement (subject to clause 7.1(o) [and (oa)]) of the Name, to give notice
to the managing agent of any Contracted Syndicate to terminate the appointment
of that managing agent under the relevant Managing AgentÕs Agreement;
NOTE
[(d) to do all
such acts and things and to execute all such documents as shall be necessary or
expedient, subject to and in accordance with the requirements of the Council,
to exercise the rights of the Name in relation to any Contracted Syndicate
under clause 11A of the relevant Managing AgentÕs Agreement and to give effect
to any nomination made on such exercise: but so that, save in relation to a
participation in a Contracted Syndicate which is, or a prospective
participation in a syndicate which will be, through a MAPA operated by the
Agent, this paragraph (d) shall authorise the Agent to act only on the
instructions or with the agreement of the Name;]
NOTE
and the
Agent undertakes with the Name to enter into an agreement in the form of the
Standard AgentsÕ Agreement with the managing agent of each of the syndicates in
which the Name and the Agent shall from time to time agree that the Name is to
participate (other than any Direct Syndicates).
2.3 In
relation to those syndicates (if any) in respect of which the Agent is the
managing agent and in which the Name and the Agent shall from time to time
agree that the Name is to participate, the Name hereby agrees to appoint the
Agent, and the Agent hereby agrees that it will act, as the NameÕs managing
agent on the terms of the Standard Managing AgentÕs Agreement [(General)], with
such allocations of the NameÕs overall premium limit, and for a remuneration on
such basis and at such level, as shall from time to time be agreed between the
Name and the Agent in accordance with clause 3.
NOTE
2.4 Any
appointment by the Name of the Agent as his co-ordinating agent, other than an
appointment made on the execution of this Agreement and set out in the
Appendix, shall be effected by a memorandum in writing signed by the Name and
the Agent and setting out the year of account with effect from which the
appointment is to take effect and the basis and level of the AgentÕs
remuneration (if any) for acting as the NameÕs co-ordinating agent in
accordance with Part C of Schedule 1.
3.
Syndicate List
3.1 By
signing a Syndicate List in respect of any year of account to which this
Agreement applies:
[(a) where the
Syndicate List specifies syndicates in which the Name is to participate in
respect of that year of account otherwise than through a MAPA operated by the
Agent, the Name and the Agent will be deemed to agree that the Name is to
participate in those syndicates, and that the Agent is to act as his membersÕ
agent in relation to them, in respect of that year of account with such
allocations of the NameÕs overall premium limit as are specified in the
Syndicate List, and to agree that the managing agent of each such syndicate
shall be entitled to remuneration in respect of that year of account at such
level and on such basis as is specified in, or ascertained in accordance with
formulae specified in, the Syndicate List;
(b) where
the Syndicate List states that the Name is to participate in syndicates in
respect of that year of account through a MAPA operated by the Agent, the Name
and the Agent will be deemed to agree in respect of that year of account:
(i) that
the Name is to participate through the MAPA in such syndicates with such
allocations of the NameÕs overall premium limit (not exceeding in the aggregate
the NameÕs overall MAPA participation specified in the Syndicate List) as the
Agent may in its discretion, subject to any such limits as may be specified in
the Syndicate List and to any applicable requirements of the Council,
determine;
(ii) that
the Agent will act as the NameÕs membersÕ agent in respect of such syndicates
for that year of account; and
(iii) that
the managing agents of such syndicates shall be entitled to remuneration in
respect of that year of account at such level and on such basis as the Agency
may in its discretion, subject to any applicable requirements of the Council,
agree with those managing agents;
(c) if
the Agent is a managing agent and the Syndicate List specifies Direct
Syndicates in respect of which the Name is to participate in respect of that
year of account otherwise than through a MAPA operated by the Agent, the Name
will be deemed to appoint the Agent (or, in the case of a Direct Syndicate of
which the Name is already a member, to agree that the appointment of the Agent
as his managing agent is to continue) and the Agent will be deemed to agree to
act (or to continue to act) as the NameÕs managing agent in respect of each of
those Direct Syndicates on the terms of the Standard Managing AgentÕs Agreement
(General) and with such allocations of the NameÕs overall premium limit, and
for a remuneration on such basis and at such level, as are specified in, or
ascertained in accordance with formulae specified in, the Syndicate List; and
(d) if
the Agent is a managing agent and the Syndicate List states that the Name is to
participate in syndicates in respect of that year of account through a MAPA
operated by the Agent and that those syndicates may include Direct Syndicates,
then in respect of that year of account:
(i) the
Name and the Agent will be deemed to agree that the Name is to participate in
such syndicates with such allocations of the NameÕs overall premium limit (not
exceeding in the aggregate the NameÕs overall MAPA participation specified in
the Syndicate List) as the Agent may in its discretion, subject to any such
limits as may be specified in the Syndicate List and to any applicable
requirements of the Council, determine;
(ii) the
Name and the Agent will be deemed to agree that the Agent will act as the
NameÕs membersÕ agent in respect of such syndicates;
(iii) the
Name will be deemed to appoint the Agent as his managing agent in respect of
such Direct Syndicates (if any) as may be determined in accordance with (i)
above;
(iv) the
Name and the Agent shall be deemed to agree that the Agent shall be entitled to
remuneration for its services as managing agent of such Direct Syndicates at
such level and on such basis as is specified in, or ascertained in accordance
with formulae specified in, the Syndicate List;
(v) the
Name and the Agent shall be deemed to agree that the managing agents of
syndicates (other than Direct Syndicates) in which the Name is to participate
through the MAPA shall be entitled to remuneration at such level and on such
basis as the Agent may in its discretion, subject to any applicable
requirements of the Council, agree with those managing agents.]
NOTE
3.2 By
signing a Syndicate List in respect of a particular year of account the Name
and the Agent shall also be deemed to agree in the same terms the matters
referred to in clause 3.1 in respect of subsequent years of account [, subject
to any reduction in the NameÕs memberÕs syndicate premium limit arising as a
result of a reduction made in accordance with the Syndicate Pre-emption Byelaw
(No. 19 of 1997, 333) by the managing agent of the syndicate allocated capacity
of any syndicate in which the Name participates from time to time;] unless and
until that Syndicate List is replaced by a new Syndicate List signed by the
Name and the Agent (or by a memorandum signed by the Name and the Agent
recording that there are no Contracted Syndicates in respect of a particular
year of account) or the appointment of the Agent under this Agreement is
terminated.
NOTE
3.3 In
relation to any syndicate (a ÒProvisional SyndicateÓ) in respect of which the
Name is to be a Provisional Insurer within the meaning of clause 8.2 of the
Standard Managing AgentÕs Agreement [(General)] by virtue of paragraph (b) or
(c) of that clause:
(a) if
the Provisional Syndicate is not a Direct Syndicate, the Agent may with the
previous agreement of the Name:
(i) enter
on behalf of the Name into an agreement in the terms of the Standard Managing
AgentÕs Agreement [(General)] with the managing agent of the Provisional
Syndicate; and
(ii) agree
on the amount of the NameÕs overall premium limit to be allocated to the
Provisional Syndicate and the basis and level of the managing agentÕs
remuneration;
in
accordance with the relevant AgentsÕ Agreement;
(b) if
the Provisional Syndicate is a Direct Syndicate, the Name and the Agent may:
(i) enter
into an agreement in the terms of the Standard Managing AgentÕs Agreement
[(General)]; and
(ii) agree
on the amount of the NameÕs overall premium limit to be allocated to the
Provisional Syndicate and the basis and level of the AgentÕs remuneration as
managing agent;
by
signing a written memorandum recording their agreement on these matters or in
such other manner as the Name and the Agent may agree.
NOTE
3.4 The
Name and the Agent may sign a supplementary Syndicate List in respect of any
year of account for the purpose of agreeing that the Name is to participate in
a syndicate commencing business otherwise than at the beginning of the
corresponding year and agreeing the amount of the NameÕs overall premium limit
to be allocated to that syndicate and the basis and level of the remuneration
of the managing agent of that syndicate, but not otherwise.
[3.5
Each of the Name and the Agent agrees to sign such Syndicate Lists and
supplementary Syndicate Lists as may be necessary from time to time to give
effect to:
(a) any
exercise by or on behalf of the Name of any such right as is referred to in
clause 2.2(d);
(b) any
exercise by the Name of the rights conferred by clause 3.6;
(c) any
exercise by the Agent of the powers conferred by clause 7.1(ob).
3.6
Where the Name is participating in a MAPA operated by the Agent, he may by
notice in writing given to the Agent not later than [20 October] in any year
elect:
(a) to
terminate his participation in the MAPA with effect from the end of that year;
and
(b) as
regards those Contracted Syndicates in which the Name underwrites through the
MAPA with a memberÕs syndicate premium limit not less than the minimum for the
time being prescribed by the Council for the purposes of this paragraph, to
continue to participate in those syndicates for the following year with the
same memberÕs syndicate premium limits but otherwise than through the MAPA.
NOTE
3.7
The Agent agrees that, if the Name gives such a notice as is referred to in
clause 3.6 above, the Agent will continue to act as the NameÕs membersÕ agent
(and, in the case of a Direct Syndicate, as the NameÕs managing agent) in
respect of such syndicates as are referred to in clause 3.6(b) above and will
do all such acts and things and execute all such documents as are necessary or
expedient on its part to give effect to the NameÕs election.]
NOTE
4. Services
to be provided by the Agent
The Agent
shall, subject to clause 5.2:
Syndicate
participations
[(a) advise the
Name as to the syndicates in which he should participate, as to the amounts of
his overall premium limit which should from time to time be allocated to each
such syndicate and as to the exercise of any rights of the Name, or the
response to any offer made to the Name, with respect to the NameÕs right of
participation in any such syndicate;]
NOTE
(b) from
time to time agree with the Name and, if so required by the Council, inform
LloydÕs of the allocation of the NameÕs overall premium limit among the
Contracted Syndicates and ensure that the allocation is made in accordance with
the requirements for the time being of the Council;
Reviewing
syndicate performance
(c) keep
under review and report to the Name as and when appropriate on the performance
of the Contracted Syndicates;
Syndicate
List
(d) prepare
a Syndicate List for the Name in respect of each year of account and send a
copy of the Syndicate List to the Name by such date in every year as the
Council may for the time being require and in any event not later than the
beginning of the year corresponding to the relevant year of account;
Operation
of trust funds
[(e) perform its
functions under any Premiums Trust Deed, Overseas Direction or Special Trust
Direction applying in respect of the Business;
(f) where
and to the extent that an Old Premiums Trust Deed applies, effect the
investment of:
(i)the
Personal Reserve Sub-Fund in accordance with the provisions of that Premiums
Trust Deed; and
(ii)any
part of an Overseas Fund which is held subject to the directions of the Agent
(and in respect of which it has powers of investment) in accordance with the
provisions of the relevant Overseas Direction;
(g) (i)where
and to the extent that an Old Premiums Trust Deed applies subject to clauses
4(ia), 5.2(e)(ii) and 7.1(e) and to any applicable requirements of the Council,
direct the MembersÕ AgentÕs Trustee or other relevant trustees to pay profit of
the Business which are received by them to the Name in accordance with clause
6.2(j);
(ii)where
and to the extent that a New Premiums Trust Deed applies and subject to clause
7.1(e), promptly following any calculation and (if required) certification
contemplated by clause 4(ia), apply to the Regulating Trustee for the release
from the Premiums Trust Fund or from any other trust funds from which assets
can be distributed directly to the Name of all or such part (if any) as the
Agent thinks fit or as the Name requires of the amount so calculated as the
amount by which the assets held in the Personal Reserve Sub-Fund or other fund
exceed the minimum amount required to be retained in those funds under
requirements of the Council (taking into account, so far as relevant to that
amount, any release from other premiums trust funds or special trust funds or
other trust funds of the Name for which the Agent is also applying;
(iii)where
the Agent is applying to the Regulating Trustee for payment as contemplated in
sub-paragraph (ii) and such payment is not to be made to the Name or under his
control, direct the Regulating Trustee as regards such payment;
(h) perform
such functions, if any, as it may have under any other deed constituting a
trust fund required or permitted to be maintained by the Name in connection
with the Business;]
NOTE
Reserves
(i) advise
the Name as to the requirements for the time being of the Council and of any other
competent authorities relating to the composition and levels of the Personal
Reserve [Sub-Fund], the Special Reserve Trust Fund (if any) and the other
assets maintained by the Name in connection with his underwriting business at
LloydÕs, and as to the levels of the Personal Reserve [Sub-Fund, of any
Overseas Fund, of any Special Trust Fund] and of the Special Reserve Trust Fund
(if any) which the Agent considers it would be prudent for the Name to
maintain;
NOTE
[(ia) calculate
(whenever required to perform its services or duties under this Agreement or by
the Name or by requirements of the Council or whenever the Agent thinks it
appropriate) the amount by which the assets held in the Personal Reserve
Sub-Fund or in any other trust fund from which assets can be distributed
directly to the Name exceed the minimum amount required to be retained in those
funds under requirements of the Council and provide certification of such
excess in such manner as the Council may require;]
NOTE
Regulation
(j) take
such action as is required of, or appropriate for, a membersÕ agent in advising
or assisting the Name as to compliance, or itself complying on behalf of the
Name, with all laws, byelaws, regulations, rules, codes of practice, conditions
and requirements applicable to the Name in connection with the Business and the
NameÕs affairs at LloydÕs and in particular (but without limitation) the Agent
shall:
(i) administer
and assist the Name with the procedures for complying with the annual solvency
test; and
(ii) so
far as lies within its control and as is appropriate for a membersÕ agent,
ensure the completion, execution and timely submission to LloydÕs and to other
competent authorities of all deeds, agreements, schedules, returns and other
documents required to be so submitted in connection with the Business and the
NameÕs affairs at LloydÕs;
[(ja) comply with any
requirements for the time being of the Council in relation to the preparation
and filing of syndicate constitutions in relation to any Contracted Syndicate;]
NOTE
Taxation
(k) carry
out such functions in relation to taxation matters connected with the Business
as are required by the Income and Corporation Taxes Act 1988, the Tax Acts (as
defined in section 831 of that Act), [the Taxation of Chargeable Gains Act
1992] and the Taxes Management Act 1970 and any regulations made under any of
those Acts or are otherwise appropriate for a membersÕ agent, and use its
reasonable endeavours to ensure compliance by the Name with any law or
regulation of any foreign jurisdiction relating to taxation and applicable to
the Business [[, including by exercising any powers it may have under any Old
Premiums Trust Deed or Overseas Direction to direct payment of amounts due in
respect of or in connection with such taxation]];
NOTE
Winding up
(l) wind
up the Business and the NameÕs affairs at LloydÕs if the Name ceases to carry
on the business of underwriting at LloydÕs (save for the purpose of or in
connection with business previously so underwritten);
(m) if:
(i) the
Name has terminated the appointment of a membersÕ agent (other than the Agent)
and that membersÕ agent is continuing to provide services to the Name as a
membersÕ agent pursuant to clause 11.7 of the MembersÕ AgentÕs Agreement
between the Name and that membersÕ agent; and
(ii) the
Name and the Agent so agree:
advise
and act on behalf of the Name in relation to the winding up of the business
carried on by the Name through the membersÕ agent whose appointment has been
terminated and exercise on behalf of the Name such of the powers of the Name
under the Managing AgentÕs Agreements entered into by the Name, through the
agency of that membersÕ agent, with the managing agents of the syndicates
concerned as may be necessary or expedient for that purpose; and
General
(n) advise
the Name generally on all aspects of the Business and the NameÕs affairs at
LloydÕs.
5. Services
to be provided where the Name has appointed a co-ordinating agent
5.1 If
the Name has appointed the Agent, and the Agent has agreed to act, as the
NameÕs co-ordinating agent then, in addition to providing the services
specified in clause 4, the Agent shall co-ordinate the administration of the
NameÕs affairs at LloydÕs and in that connection deal on behalf of the Name
with LloydÕs and with the NameÕs other membersÕ agents and in particular (but
without limitation) shall:
(a) ensure
in conjunction with the Name and with the NameÕs other membersÕ agents that the
aggregate of the NameÕs memberÕs syndicate premium limits in respect of the
syndicates of which the Name is or is to become a member for a particular year
of account does not exceed the NameÕs overall premium limit for that year of
account;
(b) collate
information received from the NameÕs other membersÕ agents in connection with
the annual solvency test;
[[(c) where and to the
extent that an Old Premiums Trust Deed applies, arrange (as the Agent thinks
fit and as permitted by the governing deed) for the transfer of monies or other
assets held by or under the control of trustees of any Overseas Fund or any
other trust fund required or permitted to be maintained by the Name in
connection with his underwriting business at LloydÕs, and in either case
subject to the direction of any membersÕ agent of the Name, or by or under the
control of the membersÕ agentÕs trustees of any membersÕ agent of the Name to
that part of the Overseas Fund subject to the direction of another membersÕ
agent of the Name or to membersÕ agentÕs trustees of another membersÕ agent of
the Name to enable the Name to comply with the annual solvency test or to meet
a request for funds duly made by a managing agent appointed by the Name;]]
[(ca) carry out such
functions in relation to taxation connected with the NameÕs underwriting
business at LloydÕs as a member of any syndicate (whether a Contracted
Syndicate or otherwise) as are required by the Income and Corporation Taxes Act
1988, the Tax Acts (as defined in section 831 of that Act) and the Taxes
Management Act 1970 and regulations made under any of those Acts or are otherwise
appropriate for a co-ordinating agent [É].
(cb) [[where and to
the extent that an Old Premiums Trust Deed applies,]] subject to paragraph (ca)
above, co-ordinate the payment to or at the direction of the Name by [[any
membersÕ agentÕs trustees or other relevant trustees under the direction of
another]] membersÕ agent of the Name of any trust fund required or permitted to
be maintained by the Name in connection with his underwriting business at
LloydÕs of any monies payable pursuant to clause 6.2(j) of the MembersÕ AgentÕs
Agreement between that membersÕ agent and the Name;]
NOTE
(d) co-ordinate
the timely submission to LloydÕs and to other competent authorities of all
deeds, agreements, schedules, returns and other documents required to be so
submitted in connection with the NameÕs affairs at LloydÕs; and
(e) co-ordinate
the winding-up of the NameÕs affairs at LloydÕs if (save for the purpose of or
in connection with business previously so underwritten) the Name ceases to
carry on the business of underwriting at LloydÕs;
but shall
not be obliged (except where this Agreement expressly provides otherwise) to
provide any of the services set out in clause 4 in relation to the business of
underwriting and related activities carried on by the Name at LloydÕs as a
member of a syndicate or syndicates other than the Contracted Syndicates.
5.2 If
the Name has appointed a membersÕ agent other than the Agent as his
co-ordinating agent:
(a) in
substitution for the obligation imposed by paragraph (b) of clause 4, the Agent
shall from time to time agree with the Name and inform the NameÕs co-ordinating
agent of the allocation of the NameÕs overall premium limit among the
Contracted Syndicates;
[[(aa) sub-paragraphs (g)(ii) and
(iii) of clause 4 shall not apply in relation to the Agent;]]
(b) in
substitution for the obligation imposed by paragraph (i) of clause 4, the Agent
shall advise the Name as to the requirements for the time being of the Council
and of any other competent authorities relating to the composition and levels
of the Personal Reserve [[Sub-Fund, of any Overseas Fund, of any Special Trust
Fund]] and the Special Reserve Trust Fund (if any) and [[shall advise the Name
and the co-ordinating agent]] as to the levels thereof which the Agent
considers it would be prudent for the Name to maintain;
[[(ba) paragraph (ia) of clause 4
shall not apply in relation to the Agent;]]
(c) paragraphs
(j), (l) and (n) of clause 4 and paragraph (p) of clause 6.2 shall apply with
the omission of references to the NameÕs affairs at LloydÕs;
[(ca) the Agent shall not be
required by paragraph (n) of clause 6.2 to inform the Name of any amounts
carried to the Personal Reserve for the purpose only of making future payments
on account of or in respect of income tax;]
NOTE
(d) in
addition to the services to be provided by it under clause 4, as varied by this
clause 5.2, the Agent shall provide to the NameÕs co-ordinating agent all such
information and assistance as it may reasonably request in order to enable it
to provide the services required by clause 4 [[(i) and]] (j) and clause 5.1 of
the MembersÕ AgentÕs Agreement between the Name and it; and
(e) the
Agent shall comply with any requirement imposed by the NameÕs co-ordinating
agent:
(i) to
reduce any allocation of the NameÕs overall premium limit among the Contracted
Syndicates; and [É]
(ii) to
direct the MembersÕ AgentÕs Trustees [[(where and to the extent that an Old
Premiums Trust Deed applies)]] and, so far as lies within its power, to cause
the trustees of any other trust fund required or permitted to be maintained by
the Name in connection with the Business to transfer any monies or other assets
of the Name held by them or under their control to trustees of any other trust
fund required or permitted to be maintained by the Name in connection with his
underwriting business at LloydÕs [;] [[or (so far as permitted by the relevant
Overseas Direction) to cause the trustees of any Overseas Fund to hold, subject
to the direction of the NameÕs other membersÕ agents, any monies or assets
which are for the time being held by those trustees or under their control in
connection with the NameÕs underwriting business at LloydÕs and subject to the
direction of the Agent]]
NOTE
[É]
NOTE
6. Duties
of the Agent
6.1 The
Agent undertakes to the Name [, subject to clause 6.3(f),] that it will comply
with LloydÕs Acts 1871 to 1982 and with the requirements of the Council, and
will have regard to the codes of practice from time to time promulgated or made
by the Council, which are applicable to it as a membersÕ agent at LloydÕs.
NOTE
6.2 In
providing services, performing its duties and exercising its powers under this
Agreement the Agent shall, subject to clause 6.3:
Duties of
care and skill
(a) use
such skill, care and diligence as could reasonably be expected of a membersÕ
agent carrying on business at LloydÕs and as is necessary for the proper
provision of services, performance of duties and exercise of powers by it under
this Agreement;
Fiduciary
duties
(b) act
in what it believes to be the interest of the Name and not allow its personal
interest to conflict with the obligations owed by it to the Name under this
Agreement;
(c) account
to the Name for any gain or profit it receives directly or indirectly in
connection with the performance of this Agreement otherwise than as expressly
permitted or contemplated by this Agreement;
(d) make
full disclosure to the Name of any interests it may have or any duties it may
owe which could give rise to a conflict of interest or duty in the performance
of this Agreement;
Property
and monies of the Name
(e) subject
to clause 7.1(b), not use or apply any property which it receives or controls
on behalf of the Name otherwise than for the benefit of the Name in accordance
with the terms of this Agreement, the Premiums Trust Deed or any other
applicable deed constituting a trust fund required or permitted to be
maintained by the Name in connection with the Business and in particular the
Agent shall not use or apply any such property for its own benefit;
[(f) at
all times keep any property which it receives or controls on behalf of the Name
separate from its own property;]
(g) forthwith
pay all monies required by [any] Premiums Trust Deed or by law to be so paid by
it into a trust account of the MembersÕ AgentÕs Trustees [(where the Premiums
Trust Deed concerned is an Old Premiums Trust Deed) or of the Regulating
Trustee (where the Premiums Trust Deed concerned is a New Premiums Trust Deed)]
to be held by them [or it] subject to the trusts of the [relevant] Premiums
Trust Deed, and forthwith pay all monies required by the deed constituting the
Special Reserve Trust Fund and by any other deed constituting a trust fund
required or permitted to be maintained by the Name in connection with the
Business to be so paid by it to the trustees of that trust fund to be held by
them subject to the trusts of that deed;
NOTE
[(h) where and
to the extent that an Old Premiums Trust Deed applies, direct:
(i) the
MembersÕ AgentÕs Trustees to pay to the trustees of the Premiums Trust Fund
appointed by a managing agent of the Name any sums held by or under the control
of the MembersÕ AgentÕs Trustees, or
(ii) the
trustees of any relevant Overseas Fund to pay or hold to the direction of that
managing agent any sums held subject to the direction of the Agent;
which,
in either case, are requested by that managing agent to enable the relevant
trustees, at the direction of the managing agent, to pay claims and necessary
and reasonable expenses or outgoings made or incurred in connection with the
Business and other amounts which can, under the terms of the relevant trusts,
be paid from the Premiums Trust Fund or Overseas Fund, as the case may be (and
which the Agent has not determined to direct the MembersÕ AgentÕs Trustees or other
relevant trustees to apply) for the purpose of meeting any such claims,
expenses, outgoings or other amounts falling to be discharged by them or of
satisfying any similar request made by another managing agent of the Name,
subject, where applicable, to the proviso to clause 7.1(a);
(ha) calculate and
promptly advise the Name of any amount of the Special Reserve Trust Fund (if
any) which must, under the terms of the Special Reserve Trust Deed, be
transferred into a Premiums Trust Fund;
(i) where
and to the extent that the Old Premiums Trust Deed applies, cause to be placed
on deposit or invested in accordance with the relevant trust deed all monies
standing to the credit of the trust accounts of the MembersÕ AgentÕs Trustees
or the trustees of any Overseas Fund which are subject to the direction of the
Agent which, in the opinion of the Agent, are not currently required for the
satisfaction of claims and necessary and reasonable expenses and outgoings made
or incurred in connection with the Business and other amounts which can, under
the terms of the relevant trusts, be paid from the Premiums Trust Fund or
Overseas Fund (as the case may be);
(j) (i)where
and to the extent that an Old Premiums Trust Deed applies and subject to
paragraph (ja) below and without prejudice to clause 6.3(dc) below, as soon as
practicable following the receipt by the MembersÕ AgentÕs Trustees or by the
trustees of any Overseas Fund (subject to the direction of the Agent) where the
relevant Overseas Direction permits payment directly to the Name of monies
representing profits of the Business determine the amount to be retained
pursuant to clause 7.1(e) and, subject to such determination, to any applicable
requirement of the Council and to the provisions of the Premiums Trust Deed or
other relevant deed, cause those monies to be promptly paid to or at the
direction of the Name;
(ii)where
and to the extent that a New Premiums Trust Deed applies and without prejudice
to clause 6.3(dc) below, as soon as practicable following receipt by the
Regulating Trustee or by the trustees of any Special Trust Fund (subject to the
direction of the Regulating Trustee) where the relevant Special Trust Direction
permits payment directly to the Name of monies representing profits of the
NameÕs underwriting business at LloydÕs determine the amount to be retained
pursuant to clause 7.1(e) and, subject to such determination, to any applicable
requirement of the Council and to the provisions of the Premiums Trust Deed or
other relevant deed, promptly comply with paragraphs (g)(ii) and (iii) and (ia)
of clause 4, where they apply;]
NOTE
Information
(k) [subject
to paragraph (ma) below] promptly forward to the Name all such annual reports,
personal accounts and other reports and documents received by it from the
managing agents of the Contracted Syndicates as are for the time being required
by the Council to be forwarded to the Name and all other information received
by it from the managing agents of the Contracted Syndicates which it reasonably
considers to be material;
[(ka) where the Agent has
exercised its powers under clause 7.1(a) for the purpose of satisfying a
request for funds made by the managing agent of a Contracted Syndicate in which
the Name participates through a MAPA operated by the Agent or has itself
requested funds under clause 9.1(a) for the purpose of making a payment in
respect of such Contracted Syndicate, promptly forward to the Name, upon being
requested by the Name so to do, a copy of the relevant audited annual report or
statement (as the case may be) referred to in clauses 7.1(a) and 9.1(a)
respectively;
NOTE
(l) [subject
to paragraph (ma) below] itself prepare and send to the Name:
(i) together
with the documents referred to in paragraph (k) above, such commentary (if any)
on those documents as it reasonably considers to be appropriate; and
(ii) such
reports and other documents as may for the time being be required by the
Council to be so prepared and sent;
(m) [subject to
paragraph (ma) below] disclose to the Name in good time any information in its
possession relating to any of the Contracted Syndicates, or to any syndicate
which the Agent has advised the Name to join or which the Name and the Agent
have agreed that the Name should join, which could reasonably be expected to influence
the Name in deciding whether to become or remain a member of, or to increase or
reduce his participation in, any such syndicate, and use its reasonable
endeavours to obtain any such information;
NOTE
[(ma) comply with the requirements
of the Council (including requirements prescribing, restricting or regulating
the disclosure or dissemination of information) directed to ensuring compliance
with Part V of the Criminal Justice Act 1993, any other enactment for the time
being in force relating to insider dealing and the requirements of the
International Stock Exchange of the United Kingdom and the Republic of Ireland
Limited or of any other stock exchange or investment exchange relating to the
dissemination or publication of information affecting securities listed, quoted
or traded on that exchange;]
NOTE
(n) without
prejudice to paragraph (m) above [but subject to paragraph (e) of clause 6.3],
promptly inform the Name if:
NOTE
(i) the
Agent has served a notice pursuant to Clause 7.1(o) terminating the NameÕs
participation in a Contracted Syndicate [and inform the Name of the NameÕs
right to continue to participate in such syndicate in the event that the Name
enters into an agreement in the form of the Standard Managing AgentÕs Agreement
[(General)] with the managing agent of such syndicate through the agency of
another membersÕ agent by 31st October (or by any later date which the managing
agent concerned may permit) of the year in which such notice was served];
NOTE
[(ia) the Agent has
served a notice pursuant to clause 7.1(oa) terminating the NameÕs participation
in a Contracted Syndicate where such participation is through a MAPA operated
by the Agent;]
[[(ii) where and
to the extent that an Old Premiums Trust Deed applies, the Agent has applied
any monies or other assets forming part of the Personal Reserve Sub-Fund
pursuant to clause 7.1(a);
(iii) the
Agent carries to the Personal Reserve Sub-Fund held under an Old Premiums Trust
Deed or requests the Regulating Trustee to retain in the Personal Reserve
Sub-Fund held under a New Premiums Trust Deed, in either case pursuant to
clause 7.1(e), any amounts out of profits of the Business which would otherwise
be payable to the Name;]]
(iv) any
provision of this Agreement or of any Managing AgentÕs Agreement to which the
Name is a party is varied or amended by byelaw pursuant to clause 14.2 of this
Agreement or, as the case may be, clause 15.2 of that Managing AgentÕs
Agreement; or
(v) the
Agent exercises its powers of delegation under clause 7.1(i) or (j) in a manner
which is material to the conduct of the Business as a whole;
[(na) if the Agent has served
a notice pursuant to clause 11.5 terminating its appointment under this
Agreement, promptly inform the Name of the NameÕs right to continue to participate
in any Contracted Syndicate in the event that the Name enters into an agreement
in the form of the Standard Managing AgentÕs Agreement [(General)] with the
managing agent of such syndicate through the agency of another membersÕ agent
by 31st October (or by any later date which the managing agent concerned may
permit) of the year in which such notice was served;
NOTE
(nb) if the managing
agent of any Contracted Syndicate has served a notice pursuant to clause 11.6
of the relevant Managing AgentÕs Agreement terminating its appointment
thereunder in relation to the Name and all of the other members of that
syndicate for whom the Agent acts as membersÕ agent (save where such members
and the Name only participate in the syndicate through a MAPA operated by the
Agent), promptly inform the Name of the NameÕs right to continue to participate
in such syndicate in the event that the Name enters into an agreement in the
form of the Standard Managing AgentÕs Agreement [(General)] with the managing
agent of such syndicate through the agency of another membersÕ agent by 31st
October (or by any later date which the managing agent concerned may permit) of
the year in which such notice was served;
NOTE
[É]
NOTE
(o) provide
to the Name a statement of cash and other property held on his behalf by the
Agent or by any trustee appointed by the Agent at the end of each year;
Record
keeping and disclosure
(p) maintain
proper records relating to all transactions effected by the Agent concerning
the Business or the NameÕs affairs at LloydÕs, make those records available for
inspection to the Name or his professional advisers upon request during
reasonable business hours and (upon request and payment of a reasonable charge)
provide copies of those records to the Name or to his professional advisers,
provided however that all such records shall be the property of the Agent;
(q) use
its best endeavours to obtain from the relevant managing agent copies of such
accounting, statistical and other records relating to any Contracted Syndicate
as the Name may reasonably request;
(r) if
the Name has formulated a claim against the Agent or the managing agent of a
Contracted Syndicate relating in whole or in part to the performance of the
AgentÕs duties under this Agreement or such managing agentÕs duties under the
Managing AgentÕs Agreement between the Name and that managing agent, disclose
to the Name or (as the case may require) use its best endeavours to obtain from
the managing agent and disclose to the Name upon request all documents and
information stored on computer records in the possession or under the control
of the Agent or (as the case may be) the managing agent which are or may be
relevant to any issue arising or likely to arise in connection with such claim
and (upon request and payment of a reasonable charge) provide to the Name
copies of those documents and memoranda in legible form of such information,
provided that the Agent shall not be obliged to obtain or to disclose to the
Name any document or information which the Agent or (as the case may be) the
relevant managing agent could not be compelled to produce in the course of
proceedings instituted by the Name in relation to any such claim;
Miscellaneous
(s) make
available at the AgentÕs usual place of business during usual business hours
appropriate personnel for personal consultation with the Name as reasonably
required by him; [É]
NOTE
(t) on
behalf of the Name, promptly serve such notices as the Name may request on the
managing agent of any Contracted Syndicate (other than a Direct Syndicate)
pursuant to and in accordance with the terms of the Managing AgentÕs Agreement
between the Name and that managing agent and promptly forward to the Name all
such notices as may be served on it as membersÕ agent of the Name by the managing
agent of any Contracted Syndicate under the relevant Managing AgentÕs Agreement
[(u) comply with
the requirements for the time being of the Council in relation to the holding
of meetings of, among others, the members of the Contracted Syndicates.]
NOTE
6.3 (a) The
Agent shall not be treated as contravening paragraph (b) of clause 6.2 because
of the existence of a personal interest if the existence, nature and extent of
that interest have been fully disclosed to the Name in writing and the Name has
agreed that the Agent may continue to act for him despite that interest.
(b) Paragraph
(c) of clause 6.2 shall not oblige the Agent to account to the Name for any
gain or profit if the existence, nature and extent of that gain or profit have
been fully disclosed to the Name in writing and the Name has agreed that it may
be retained by the Agent.
(c) Paragraph
(b) of clause 6.2 shall not prevent the Agent from introducing the Name to
membership of any syndicate of which the Agent is the managing agent or from
acting as managing agent of and Direct Syndicate, and paragraph (c) of clause
6.2 shall not prevent the Agent from retaining any remuneration receivable by
it in that capacity from the Name.
(d) Paragraph
(d) of clause 6.2 shall not require the Agent to disclose to the Name the fact
that it is acting as a membersÕ agent for underwriting members of LloydÕs other
than the Name.
[[(da) Paragraph
(ha) of clause 6.2 shall not apply where the Name has appointed another
memberÕs agent as his co-ordinating agent.
(db) Paragraph
(j)(i) of clause 6.2 shall not permit distribution of any amount which, when
taken together with the amount of profits distributed or to be distributed to
the Name from other premiums trust funds of the Name at the direction of another
membersÕ agent of the Name, exceeds the amount calculated by its co-ordinating
agent (for the purpose of determining the amount of profit which may be
distributed to the Name) pursuant to clause 4(ia) or, where the Agent is not
the NameÕs co-ordinating agent, by the co-ordinating agent pursuant to clause
4(ia) of its agreement with the Name.
(dc) Paragraph
(j) of clause 6.2 shall not require the Agent to cause or direct payment of any
amounts to be paid under that clause in sterling. The Agent may, unless it
otherwise thinks fit or the Name otherwise requires, cause or direct payment in
the currency in which those profits were received by the MembersÕ AgentÕs
Trustees or the Regulating Trustee or other relevant trustee.]]
[(e) In
relation to a Contracted Syndicate in which the Name participates through a
MAPA operated by the Agent and not otherwise through the agency of the Agent,
the Agent shall be treated as complying with paragraph (n) of clause 6.2 (in
relation to any of the events described in sub-paragraphs (iv) and (v) of that
paragraph) if it informs the Name of the relevant event in the next following
[[[MAPA brochure sent to the Name in accordance with any requirements made by
the Council under the Core Principles Byelaw (No. 34 of 1996, 330) or any other
powers so enabling.]]]
NOTE
[(f) Irrespective
of any disciplinary or other action in respect thereof which may be taken by or
under the authority of the Council under any byelaw, failure by the Agent to
comply with any one or more of the Core Principles for Underwriting Agents set
out in Schedule 2 to the Core Principles Byelaw (No. 34 of 1996) shall not of
itself give rise to any right of action by the Name for breach of clause 6.1 or
affect the validity of any transaction; but this paragraph shall not affect any
liability of the Agent otherwise arising out of the same act or omission of the
Agent whether in respect of breach of any other provision of this Agreement,
other breach of contract, tort or otherwise.]
NOTE
7. Powers
of the Agent
7.1 The
Name hereby authorises the Agent to exercise on his behalf such powers as are
necessary or expedient for the provision by the Agent of the services and the
performance by the Agent of the duties set out in this Agreement including
(without limitation) the power:
Premiums
Trust Fund
(a) [[where
and to the extent that an Old Premiums Trust Deed applies:
(i) to
apply or cause to be applied any monies or other assets forming part of the
Personal Reserve Sub-Fund or of any part of an Overseas Fund subject to the
direction of the Agent in or towards the satisfaction of claims and necessary
and reasonable expenses and outgoings made or incurred in connection with the
Business and other amounts which can, under the terms of the relevant trusts,
be paid from the Premiums Trust Fund or Overseas Fund (as the case may be); and
(ii) to
direct the MembersÕ AgentÕs Trustees, in accordance with the provisions of the
Premium Trust Deed (or where the Agent considers this appropriate) the trustees
of the Overseas Fund and of any other trust fund required or permitted to be
maintained by the Name in connection with the Business):
(aa) to pay; or
(bb) to put the
trustees of the Premiums Trust Fund appointed by the managing agent of any
Contracted Syndicate in funds; or
(iii) to
instruct the trustees of any Overseas Fund to hold funds subject to the
direction of the managing agent of any Contracted Syndicate instead of subject
to the direction of the Agent;
for
the purpose of paying any such claims, expenses, outgoings or other amounts on
behalf of the Name;]]
provided
however that [, save in relation to a request for funds made by a managing
agent of a Contracted Syndicate in which the Name participates through a MAPA
operated by the Agent,] [[or as otherwise permitted by the Council in
connection with the operation of any Overseas Trust Fund]] the Agent may not so
apply or cause to be applied any monies or other assets in or towards the
satisfaction of any request for funds made by a managing agent unless the Name
has first been supplied:
(i) if
the request for funds is made for the purpose of satisfying an Audited Closed
Year Loss, with an audited annual report prepared as at the date at which the
relevant year of account was closed;
(ii) in
any other case, with a statement signed by the managing agent of the syndicate
in respect of which those monies or assets are required to be applied,
accompanied by a report signed by the syndicate auditors, pursuant to clause
7.1(a) of the Managing AgentÕs Agreement between the Name and that managing
agent;
NOTE
(b) [where
and to the extent that an Old Premiums Trust Deed applies,] to direct the
MembersÕ AgentÕs Trustees to pay out of the monies held by them or under their
control and subject to the trusts of the Premiums Trust Deed all or any part of
the fees and commission payable to the Agent under clause 8, as and when such
fees and commission become payable;
[(c) where and
to the extent that an Old Premiums Trust Deed applies, to exercise as the Agent
shall think fit any powers, authorities and discretions granted to the Agent by
the Premiums Trust Deed, any Overseas Direction and any other deed constituting
a trust fund required or permitted to be maintained by the Name in connection
with the Business with regard to investing in, acquiring, dealing in and
realising assets in relation to monies, investments or other assets held by or
under control of the MembersÕ AgentÕs Trustees or trustees of the Overseas Fund
or of any such other trust fund;
[(ca) to retain and apply
income which is held in trust absolutely for the Name pursuant to clause 13(a)
of an Old Premiums Trust Deed or 16(a) of a New Premiums Trust Deed or pursuant
to any corresponding provision of any Overseas Direction or Special Trust
Direction as if it were part of the Premiums Trust Fund, Overseas Fund or
Special Trust Fund from which it has been excluded by the terms of the relevant
clause or provision and so that the Agent shall have the same powers,
discretions and authorities in relation to such income as it would were that
income still held as part of the relevant Premiums Trust Deed, Overseas Fund or
Special Trust Direction;]
NOTE
Financial
transactions
(d) to
enter into such transactions and arrangements with respect to investments
(including, without limitation, the acquisition and disposal of investments
which fall (or which would if made for investment purposes fall) within
paragraphs 7, 8 or 9 of Schedule 1 to the Financial Services Act 1986) as may
be necessary or expedient for the purposes of or in connection with the
Business;
[(da) (i)to request on behalf
of the Name that monies be applied out of the Central Fund or the New Central
Fund for the purpose of paying, or putting the trustees of the premiums trust
fund appointed by the managing agent of any Contracted Syndicate or the
trustees of any Overseas Fund or Special Trust Fund held in respect of any
Contracted Syndicate in funds for the purpose of paying, any claims, expenses
or outgoings on behalf of the Name; and
(ii)to
apply or procure the application of any such monies in discharge of the NameÕs
obligations under clause 7.1(a) of the Managing AgentÕs Agreement between the
Name and the managing agent of any Contracted Syndicate;]
NOTE
Personal
Reserve
(e) to
direct the MembersÕ AgentÕs Trustees or (as the case may be) request any other
membersÕ agent appointed as co-ordinating agent by the Name to arrange the
retention of or, if there is no co-ordinating agent, request the Regulating
Trustee to retain subject to the trusts of the relevant Premiums Trust Deed or
other relevant deed such amounts out of the moneys received by them or it or
any other trustee in connection with the NameÕs affairs at LloydÕs which would
otherwise be payable to the Name as the Agent considers prudent to retain in
the Personal Reserve Sub-Fund or other relevant trust fund;]
NOTE
Regulation
(f) to
take such action as is required of, or appropriate for, a membersÕ agent in
complying on behalf of the Name or assisting the Name to comply with all laws,
byelaws, regulations, rules, codes of practice, conditions and requirements
applicable to the Name in connection with the Business and the NameÕs affairs
at LloydÕs;
Legal
proceedings
(g) to
take in any part of the world, and in such name or names as the Agent thinks
fit (whether or not including that of the Name), such legal or other
proceedings as the Agent considers necessary or expedient in connection with
the Business;
Power of
attorney
(h) to
sign and execute on behalf of the Name and as the attorney of the Name, in his
name or otherwise, all deeds and documents relating to the Business or the
NameÕs affairs at LloydÕs which the Name may be required by the Council to sign
or execute or which the Agent may consider it necessary or expedient for the
Name to sign or execute;
Delegation
(i) subject
to any requirements of the Council, to delegate to any person or persons any or
all of the services to be provided by it, any or all of the duties to be
performed by it or any or all of the powers, including this power of
delegation, to be exercised by it under this Agreement (but so that the Agent
shall be responsible for the acts and omissions of any person to whom any such
service, duty or power may be delegated) [provided that the Agent shall not be
responsible for the acts and omissions of LloydÕs or any subsidiary of LloydÕs
to which the Agent has made such a delegation pursuant to any express
requirement of the Council to this effect];
NOTE
(j) without
prejudice to paragraph (i) above, to substitute and appoint in its place an
attorney or attorneys to exercise on behalf of the Name any or all of the
powers conferred on the Agent by this Agreement and to revoke any such
appointment and to appoint in the place of such attorney or attorneys a
substitute or substitutes as the Agent thinks fit;
Taxation
(k) to
make such returns, deliver such accounts, statements, reports and other
documents and disclose such information, to make or procure to be made such
payments on account or in respect of taxation and generally to do all such
other acts and things as any taxation authority may properly require in
relation to or in connection with the Business, and, to the extent that it is
competent to do so, at its sole discretion to dispute or appeal against any
assessment for taxation made by any taxation authority in relation to or in
connection with the Business [, including by exercising any power the Agent may
have under any Premiums Trust Deed, Overseas Direction or Special Trust
Direction to direct payment of amounts due in respect of or in connection with
such taxation];
NOTE
Regulatory
authorities
(l) to
disclose to LloydÕs and to any other regulatory authority such information
relating to the Business and the NameÕs affairs at LloydÕs as such authority
may properly require;
(m) to disclose
to LloydÕs any breach by the Name of any requirement of the Council;
Miscellaneous
(n) to
effect and accept on behalf of the Name service of notices, documents and other
communications in connection with the performance of this Agreement and any
Managing AgentÕs Agreement between the Name and the managing agent of a
Contracted Syndicate;
(o) to
give notice (without being obliged under clause 2.2(c) to obtain the NameÕs
agreement) to terminate the NameÕs participation in any Contracted
Syndicate
provided that at the same time the Agent also gives notice on behalf of all the
other members of that syndicate for whom the Agent acts as membersÕ agent to
terminate their participations in that syndicate; [É
(oa) where the Name
participates in any Contracted Syndicate through a MAPA operated by the Agent,
to give notice (without being obliged under clause 2.2(c) to obtain the NameÕs
agreement) to terminate the NameÕs participation in any such Contracted
Syndicate provided that at the same time the Agent also gives notice on behalf
of all the other members of the syndicate participating in that MAPA to
terminate their participations in that syndicate through that MAPA; and]
NOTE
[(ob) as regards the NameÕs
participation in any Contracted Syndicate through a MAPA operated by the Agent,
to exercise on behalf of the Name (without being obliged to obtain the NameÕs
agreement) all and any of the rights of the Name under clause 11A of the
Managing AgentÕs Agreement between the Name and the Managing Agent of the
Contracted Syndicate:
(i) in
so far as such exercise is necessary or expedient for the purpose of ensuring
that all underwriting members who participate in that MAPA for a year of
account participate in all the syndicates to which the MAPA relates and that
their memberÕs syndicate premium limits (ignoring any part of such limits
allocated otherwise than through the MAPA) bear the same proportion to each
other for each such syndicate, in such manner and on such terms as the Agent
may in its discretion think fit;
(ii) in
any other case, in such manner and on such terms as the Name and the Agent may
agree;]
NOTE
[(oba) as regards the NameÕs participation
in any Contracted Syndicate through a MAPA operated by the Agent, subject to
and in accordance with any requirements of the Council, to exercise on behalf
of the Name (without being obliged to consult or comply with any instructions
of the Name) all and any rights of the Name in relation to any proposed
surrender arrangement;
(obb) as regards the NameÕs
participation in any Contracted Syndicate other than through a MAPA operated by
the Agent, subject to and in accordance with any requirements of the Council,
to exercise on behalf of the Name any of the rights conferred on the Name in
relation to any proposed surrender arrangement in accordance with the NameÕs
instructions;]
NOTE
[(oc) as regards the NameÕs
participation in any Contracted Syndicate through a MAPA operated by the Agent,
subject to and in accordance with any requirements of the Council, to exercise
on behalf of the Name (without being obliged to consult or comply with any
instructions of the Name) all and any of the rights of the Name in relation to
any proposed [[syndicate merger or syndicate cessation.]]
(od) as regards the
NameÕs participation in any Contracted Syndicate other than through a MAPA
operated by the Agent, subject to and in accordance with any requirements of
the Council, to exercise on behalf of the Name any of the rights conferred on
the Name in relation to any proposed [[syndicate merger or syndicate
cessation.]]
NOTE
(p) generally
to enter into such contracts and arrangements as are necessary or expedient for
the purposes of or in connection with the Business or to discharge any of the
functions of the Agent under [or in connection with] this Agreement, [any]
Premiums Trust Deed, [any] Special Reserve Trust Deed [any applicable Overseas
Direction, any applicable Special Trust Direction] or any other deed
constituting a trust fund required or permitted to be maintained by the Name in
connection with the Business and for this purpose to incur and discharge or
cause to be discharged such expenses as are necessary and reasonable;
[(q) to give
such notifications as may from time to time be required under any trust deed
under which any LloydÕs deposit of the Name is held to permit the application
of all or any part of that LloydÕs deposit in connection with the NameÕs
affairs at LloydÕs and in accordance with the terms of that trust deed.]
NOTE
7.2
If the Name has appointed the Agent as his co-ordinating agent, the Name
further authorises the Agent:
(a) [subject
to any requirements of the Council,] to require other membersÕ agents of the
Name to reduce any allocations of the NameÕs overall premium limit made by them
on behalf of the Name to the extent necessary to ensure that the aggregate of
the NameÕs membersÕs syndicate premium limits in respect of the syndicates of
which the Name is a member for a particular year of account does not exceed the
NameÕs overall premium limit for that year of account; and
[ . . . ]
NOTE
[(b) where and
to the extent that an Old Premiums Trust Deed applies, to require other
membersÕ agents of the Name to direct their membersÕ agentÕs trustees or the
trustees of any Overseas Fund or of any other trust fund required or permitted
to be maintained by the Name in connection with his underwriting business at
LloydÕs to transfer monies or assets of the Name held by or under the control
of those trustees and subject to the direction of the membersÕ agent in
question to that part of the Overseas Fund or other trust fund which is subject
to the direction of another membersÕ agent (including without limitation the
Agent) or to membersÕ agentÕs trustees of any other membersÕ agent (including
without limitation the Agent) to the extent necessary to ensure that the Name
satisfies the annual solvency test or to meet a request for funds duly made by
a managing agent appointed by the Name;]
NOTE
[(c)
(i) to make such
returns, deliver such accounts, statements, reports and other documents and
disclose such information, and to make or procure to be made such payments on
account or in respect of income tax as are required by the Income and
Corporation Taxes Act 1988, the Tax Acts (as defined in section 831 of that Act)
and the Taxes Managements Acts 1970 and regulations made under any of those
Acts in relation to or in connection with the NameÕs underwriting business at
LloydÕs;
[[É]]
(ii) to
the extent that it is competent to do so, at its sole discretion to dispute or
appeal against any assessment for income tax or to apply for any relief in
respect of income tax in relation to or in connection with the NameÕs
underwriting business at LloydÕs.]
NOTE
7.3
If the Name has appointed a membersÕ agent other than the Agent as his
co-ordinating agent, then paragraphs [(e),] (f), (h) [,(l) and (q)] of clause
7.1 shall apply with the omission of references to the NameÕs affairs at
LloydÕs.
NOTE
8. Remuneration
8.1
The Name shall pay to the Agent as remuneration for the services of the Agent
set out in clause 4 in relation to each year of account a fee on the basis, at
the rate and at the times specified in Part A of Schedule 1.
8.2
The Name shall pay to the Agent as remuneration for the services of the Agent
set out in clause 4 in relation to each year of account a profit commission on
the basis, at the rate and at the times specified in Part B of Schedule 1.
8.3
If the Name has appointed the Agent as his co-ordinating agent, the Name shall,
if so specified in Part C of Schedule 1 or in the memorandum appointing the
Agent as the NameÕs co-ordinating agent, pay to the Agent as remuneration for
its services as co-ordinating agent a fee on the basis, at the rate and at the
times specified in Part C of Schedule 1 or in the memorandum appointing the
Agent as the NameÕs co-ordinating agent.
8.4
If the Agent performs the services set out in clause 4(l), the Name shall pay
to the Agent a winding up fee on the basis, at the rate and at the time
specified in Part D of Schedule 1.
8.5
If the Agent performs the services set out in clause 4(m), the Name shall pay
to the Agent such remuneration (if any) for providing those services as the
Name and the Agent may agree.
8.6
If the appointment of the Agent is terminated during a year by reason of the
NameÕs death or bankruptcy or otherwise by operation of law or under clause
11.6(b), the fee referred to in clauses 8.1 and (if applicable) 8.3 shall not
be payable in respect of the corresponding year of account, and any amounts already
paid or retained by the Agent in respect or on account of such fees shall
promptly be paid to the MembersÕ AgentÕs Trustees [or the Regulating Trustee,
as the case may be] to be held by them subject to the trusts of the [relevant]
Premiums Trust Deed.
NOTE
8.7
If during a year the appointment of the Agent is terminated otherwise than in
the circumstances set out in clause 8.6 or if a direction of administrative
suspension is made in respect of the Name, the amount of the fees payable to
the Agent under clauses 8.1 and (if applicable) 8.3 shall be:
A × P
365
where:
A is
the amount of the fee which would have been payable to the Agent had the
appointment of the Agent not been terminated or (as the case may be) a
direction of administrative suspension not been made during the relevant year;
and
P is
the number of days in the relevant year prior to the termination of the AgentÕs
appointment or (as the case may be) the number of days in the relevant year on
which the direction of administrative suspension was not in force.
Upon
determination of the amount of the fee payable to the Agent, such payment shall
be made between the Agent and the MembersÕ AgentÕs Trustees [or the Regulating
Trustee, as the case may be] as shall ensure that the net amount received or
retained by the Agent is equal to that amount after taking into account any
amounts previously so paid or retained.
NOTE
[8.8(a)
Where VAT is charged under the Value Added Tax Act 1994 on the provision of any
service or performance of any duty under the Agreement for the 2001 year of
account or any subsequent year of account the Name shall pay to the Agent in
addition to the fee, profit commission or other remuneration specified by this
Agreement an amount equal to the VAT so charged.
(b)
Paragraph (a) shall not be taken to affect any question whether in relation to
any service provided or duty performed for any year of account before the 2000
year of account the Name would be liable to pay to the Agent, in addition to
any fee, profit commission or any other remuneration specified by this
Agreement, an amount equal to any VAT charged on the provision of the service
or performance of the duty.]
NOTE
9.
Obligations of the Name
9.1
(a) The Name shall ensure that at all times there are available sufficient
funds subject to the trusts of the Premiums Trust Deed [[or, where relevant, of
an Overseas Direction or Special Trust Direction]] and held by or under the
control of the MembersÕ AgentÕs Trustees [[, the Regulating Trustee or the
trustees of the relevant Overseas Direction or Special Trust Direction]] to
enable them [[or it (as the case may be)]] to put the trustees of [[a]]
Premiums Trust Fund appointed by the managing agent of [[a]] Contracted
Syndicate in funds [[, or to hold funds, subject to the directions of such a
managing agent,]] for the purpose of paying [[É]] all claims and all necessary
and reasonable expenses and outgoings made or incurred in connection with the
Business and [[other amounts which can, under the terms of the
relevant
trusts, be paid from the Premiums Trust Fund, Overseas Fund or Special Trust
Fund (as the case may be) and shall comply with any request made by the Agent
to make such funds available;]] provided however that [, save in relation to a
request for funds made by a managing agent of a Contracted Syndicate in which
the Name participates through a MAPA operated by the Agent,] the Name shall not
be obliged to make any payment in or towards the satisfaction of any such
request by the Agent for funds unless the Name has first been supplied:
(i) if
the request for funds is made for the purpose of satisfying an Audited Closed
Year Loss, with an audited annual report prepared as at the date at which the
relevant year of account was closed;
(ii) in
any other case, with a statement signed by the managing agent of the syndicate
in respect of which the payment is requested, accompanied by a report signed by
the syndicate auditors, pursuant to clause 7.1(a) of the Managing AgentÕs
Agreement between the Name and that managing agent.
NOTE
(b) Any
request for funds made under this clause shall specify the date for payment,
which shall be not earlier than twenty-one days after the later of service of
the request for payment and (if appropriate) submission of the statement signed
by the managing agent, accompanied by the syndicate auditorsÕ report, referred
to in paragraph (a) above.
(c) If
the Name fails to comply with any request made by the Agent pursuant to
paragraph (a) above, the Name shall reimburse to the Agent any sums which the
Agent may be obliged to pay to a managing agent of the Name pursuant to clause
4(b) of the AgentsÕ Agreement between the Agent and that managing agent.
9.2 The
Name shall comply with any request made by the Agent to make funds available
for the purpose of complying with the requirements for the time being of the
Council relating to solvency. The Agent shall provide to the Name such evidence
that funds are required for this purpose as the Name may reasonably request.
9.3 The
Name shall promptly and diligently complete, sign or execute or otherwise deal
with and return to the Agent or to the appropriate authority all documents
forwarded to him by the Agent which are required to be completed, signed or
executed or otherwise dealt with by the Name in connection with the Business or
the NameÕs affairs at LloydÕs.
9.4 The
Name shall forthwith notify the Agent if:
(a) (i) a bankruptcy petition is presented
against the Name;
(ii) the
Name makes or proposes any composition with his creditors or otherwise
acknowledges his insolvency;
(iii) the
Name makes an application to the court for an interim order pursuant to section
253 of the Insolvency Act 1986;
(iv) a
bankruptcy order is made against the Name by the due process of law of any
country;
(v) the Name
is adjudicated bankrupt, or adjudicated or declared insolvent, by the due
process of law of any country; . . .
[(vi) a proposal
is made in respect of the Name under section 2 of the Insolvency Act 1986;
(vii) an order is
made, a resolution is passed or an act, decree or other instrument is passed
for the winding up or dissolution of the Name;
(viii) an administration
order is made in respect of the Name under section 9 of the Insolvency Act
1986;
(ix) a
receiver, trustee or analogous officer is appointed in respect of the whole or
any material part of the NameÕs property or assets;
(x) the
Name or its directors present or file in any court a petition in respect of the
NameÕs bankruptcy, winding up or other insolvency or which seeks any
reorganisation, dissolution or similar relief; or;]
NOTE
[(xi)] any action
equivalent to any of the above is taken by or in respect of the Name;
[(b) the Name or
a director or major shareholder of the Name is convicted of a reportable
criminal offence within the meaning of the Membership Byelaw (No. 17 of 1993,
111); or]
NOTE
(c) there
is any other change in the NameÕs personal circumstances which is material to
the Business.
9.5 The
Name shall inform the Agent of the appointment or proposed appointment of any
membersÕ agent in addition to the Agent to act as his membersÕ agent and of the
identity of any such other membersÕ agent by not later than 30th April in the
year immediately preceding the beginning of the first year of account in
relation to which that other membersÕ agent is to act as the NameÕs membersÕ
agent.
9.6 If
at any time more than one membersÕ agent is obliged to provide services as a
membersÕ agent to the Name (whether in respect of the same or different years
of account), the Name shall ensure that at all times one of those membersÕ
agents is appointed to act as his co-ordinating agent and, if the Agent is not
so appointed, the Name shall promptly notify the Agent of the identity of the
co-ordinating agent.
10.
Appointment of Substitute Agent
10.1 If
the Council for any reason appoints a Substitute Agent to act for the Name in
place of the Agent, the appointment shall take effect on the terms set out in
clause 10.2 and the Name shall be deemed to have agreed to the appointment of
the Substitute Agent on those terms.
10.2 The
appointment of a Substitute Agent to act for the Name in place of the Agent
shall take effect from such date and shall be on such terms as the Council may
direct and may be terminated at any time by the Council. Subject thereto, the
appointment of such a Substitute Agent shall be on the terms set out in this
Agreement and this Agreement shall during the period of any such appointment
take effect as if it had been made between the Name and the Substitute Agent.
10.3 A
Substitute Agent shall not be responsible for and shall have no liability in
respect of any action taken or omission made by the Agent, whether before or
after the appointment of the Substitute Agent.
10.4 If
a Substitute Agent is appointed to act for the Name in place of the Agent the
remuneration payable by the Name under this Agreement for any year of account
in respect of which services are performed by the Substitute Agent shall be
apportioned between the Agent and the Substitute Agent in such manner as the
Council may direct and, subject to any such direction, in such proportions as
the Agent and the Substitute Agent may agree.
11. Commencement
and termination
11.1 This
Agreement shall take effect when executed and shall apply in relation to the
year of account specified in the first Syndicate List signed by both the Name
and the Agent and to subsequent years of account unless and until the
appointment of the Agent is terminated by operation of law or pursuant to any
of the following provisions of this clause 11.
11.2 The
appointment of the Agent shall, subject to clause 11.7, terminate forthwith:
(a) if
the Name ceases to be an underwriting member of LloydÕs; or
(b) if
the NameÕs underwriting membership or underwriting is suspended by the Council
consequent upon the outcome of disciplinary proceedings.
11.3 (a) Except
in so far as the Council may otherwise direct, the appointment of the Agent
shall be suspended forthwith if the Agent ceases for any reason to be a
membersÕ agent approved by the Council or if the AgentÕs right to act as a
membersÕ agent is suspended in whole or in part by the Council and, subject to
the following provisions of this clause 11.3, shall terminate on the expiration
of the period of seven days from the date of such cessation or suspension, or
of such longer period as the Council may before the expiration of that seven
day period allow.
(b) Notwithstanding
the suspension of the AgentÕs appointment under paragraph (a) above it may
before the expiration of the period referred to in that paragraph, with the
prior approval of the Council and subject to and in accordance with clause
7.1(i), delegate the services to be provided, the duties to be performed and
the powers to be exercised by it (or such services, duties and powers as may in
the circumstances be appropriate) to a person or persons acceptable to the
Council, in which case this Agreement shall, subject to the requirements of the
Council, continue in effect (to the extent appropriate) between the Name and
the person or persons to whom such services, duties and powers have been
delegated.
(c) If
before the expiration of the period referred to in paragraph (a) above a
Substitute Agent has been appointed by the Council to act for the Name in place
of the Agent, this Agreement shall continue in effect, subject to clause 10.2,
between the Name and that Substitute Agent.
(d) If
any suspension of the AgentÕs right to act as a membersÕ agent is revoked or
expires and the Agent thereafter continues to be a membersÕ agent approved by
the Council, this Agreement shall on the termination of the delegation referred
to in paragraph (b) above or (as the case may be) of the appointment of the
Substitute Agent referred to in paragraph (c) above take effect again between
the Name and the Agent.
11.4 The
Name may terminate the appointment of the Agent under this Agreement, subject
to clause 11.7, by notice in writing given by the Name to the Agent by [30
September] (or by any later date which the Agent may in any particular case
permit) in any year and expiring at the end of that year.
NOTE
[11.5 The
Agent may, with the prior approval of the Council and subject to clause 11.7,
terminate its appointment under this Agreement by notice in writing given by
the Agent to the Name by 31 May (or such later date as the Council may allow)
in any year and expiring at the end of that year.]
NOTE
11.6 The
Agent may terminate its appointment under this Agreement, subject to clause
11.7, by not less than 48 hoursÕ notice in writing given to the Name if:
(a) the
Name fails to comply with a request made by the Agent in accordance with clause
9.1 to pay monies [[É]] by the date specified under clause 9.1(b) as the date
for payment;
[(b) any event
falling within clause 9.4(a)(ii) to (xi) occurs in relation to the Name; or]
NOTE
(c) the
Name becomes, through mental or other infirmity, incapable of managing his
affairs, unless the Name has validly appointed an attorney under the Enduring
Powers of Attorney Act 1985 and the instrument appointing the attorney has
within a reasonable time of the Name becoming so incapable been registered by
the Court.
11.7 Upon
the termination of the AgentÕs appointment pursuant to the preceding paragraphs
of this clause 11, the AgentÕs authority under clause 2.2 shall also terminate.
Subject to this and to any requirements of the Council for the time being
applicable, the Agent shall be empowered and obliged following the termination
of its appointment to wind up the Business and (if the Name has ceased to carry
on the business of underwriting at LloydÕs save for the purpose of or in
connection with business previously so underwritten) those affairs of the Name
at LloydÕs in respect of which the Agent acts as the NameÕs membersÕ agent. For
these purposes, the Agent shall continue to have the powers, duties and
discretions conferred by this Agreement:
(a) in
relation to any matter arising out of business of the Contracted Syndicates or
any of them allocated to a year of account which at the date of termination has
not been closed, until that year of account is closed or, if it is not closed,
until all matters arising from the business of that year of account have been
determined; and
(b) so
long as is necessary to enable the Agent to deal with and determine any other
matters arising in connection with the Business or (if appropriate) the NameÕs
affairs at LloydÕs;
except
that, if the Name has agreed with another membersÕ agent that that other
membersÕ agent will act as the NameÕs membersÕ agent in respect of the Business
and those affairs or any part thereof in succession to the Agent, such
obligations, duties and powers of the Agent shall continue only so far and so
long as is necessary to ensure the effective transfer of the AgentÕs functions
to that membersÕ agent.
[11.7A The
matters referred to in paragraphs (a) and (b) of clause 11.7 may include
matters arising out of or in connection with business which is or is to be the
subject of an Equitas reinsurance contract and the Agent shall in relation to
any matters so arising continue to have the powers, duties and discretions
conferred by this Agreement for as long as is necessary to enable those matters
to be resolved.]
NOTE
11.8 (a) Any
appointment of the Agent as the NameÕs co-ordinating agent shall apply, if made
on the execution of this Agreement and set out in the Appendix, in relation to
a year of account specified in the first Syndicate List signed by both the Name
and the Agent or, if effected under clause 2.4, in relation to the year of
account in which it is stated to take effect in the memorandum effecting the
appointment and, in either case, to subsequent years of account unless and
until either:
(i) the
appointment of the Agent is terminated pursuant to the preceding paragraphs of
this clause 11; or
(ii) the
appointment of the Agent as the NameÕs co-ordinating agent is terminated
pursuant to paragraph (b) or (c) below.
(b) The
Name may terminate the appointment of the Agent as his co-ordinating agent
(whether or not he also terminates the appointment of the Agent under clause
11.4) by notice in writing given to the Agent by [[20 October]] (or by any
later date which the Agent may in any particular case permit) in any year and
expiring at the end of that year[, provided thatÑ
(a) if in
any year the Council has undertaken to notify the Name on or before a specified
date of the rate of the annual subscription under the Membership (Entrance Fees
and Annual Subscriptions) Byelaw (No. 9 of 1987, 105), or of any contribution
to the Central Fund under paragraph 4 of the Central Fund Byelaw (No. 4 of
1986, 506), or of both, which the Council proposes to prescribe or levy for the
next succeeding year, notice may be given by or on behalf of the Name to the
Agent within 30 days after the later of the date so specified and the actual
date of such notification (but in any event before 1st January of the next
succeeding year);
(b) if in
any year the Council has given written notice to the Name pursuant to clause
8.2(b) of a Membership Agreement between the Council and the Name or any
undertaking in like terms with that clause given by the Council in favour of
the Name, notice may be given by or on behalf of the Name to the Agent within
30 days after the date of the CouncilÕs notice (but in any event before 1st
January of the next succeeding year)]
NOTE
[,
provided that:
(a) if in
any year the Council has undertaken to notify the Name on or before a specified
date of the rate of the annual subscription under the Membership (Entrance Fees
and Annual Subscriptions) Byelaw (No. 9 of 1987, 105) or of [[any contribution
to the New Central Fund under paragraph 4 of the New Central Fund Byelaw (No.
23 of 1996, 522),]] or of both, which the Council proposes to prescribe or levy
for the next succeeding year, notice may be given by or on behalf of the Name
to the Agent within 30 days after the later of the date so specified and the
actual date of such notification (but in any event before 1 January of the next
succeeding year);
(b) if in
any year the Council has given written notice to the Name pursuant to clause
8.2(b) of a Membership Agreement between the Council and the Name or any
undertaking in like terms with that clause given by the Council in favour of
the Name, notice may be given by or on behalf of the Name to the Agent within 30
days after the date of the CouncilÕs notice (but in any event before 1 January
of the next succeeding year).]
NOTE
(c) The
Agent may terminate its appointment as the NameÕs co-ordinating agent (whether
or not it also terminates its appointment under clause 11.5) [by notice in
writing given to the Name] by 31st May in any year and expiring at the end of
that year.
NOTE
NOTE
11.9 If
a direction of administrative suspension is made by the Council in the Name,
the powers, duties and discretions of the Agent under this Agreement shall
while the direction remains in force continue only to such extent as is
compatible with the direction.
12. Waiver
of confidentiality
12.1 In
so far as necessary for the purposes of the exercise by the Council of powers
contained in LloydÕs Acts 1871 to 1982 or in byelaws or regulations made
thereunder, but not further or otherwise, the Name hereby:
(a) consents
to the persons listed in paragraphs (a), (b) and (c) of clause 12.2 providing
to the Council any information or documents relating to the Business or the
NameÕs affairs at LloydÕs or any part thereof, whether or not in response to a
request by the Council; and
(b) authorises
and directs the Agent to waive on its own behalf all duties of confidentiality
owed to the Agent by either of the persons listed in paragraphs (b) and (c) of
clause 12.2 in respect of such information or documents.
12.2 The
persons referred to in clause 12.1 are:
(a) the
Agent;
[(ab) any person to whom the
Agent has under clause 7.1(i) delegated any or all of the services to be
provided by it, any or all of the duties to be performed by it or any or all of
the powers to be exercised by it under this Agreement;]
(b) any
managing agent with whom the Agent on behalf of the Name has entered into a
Managing AgentÕs Agreement in relation to the Business or any part thereof; and
(c) any
auditor appointed by the Agent or by any such managing agent as is referred to
in paragraph (b) above.
NOTE
13. Power
of attorney for managing agents
13.1 The
Name hereby appoints the managing agent of each syndicate (other than a Direct
Syndicate) of which the Name shall become a member through the agency of the
Agent under this Agreement as his attorney on his behalf and in his name or
otherwise to do all acts and things and to sign and execute all deeds and
documents which that managing agent may consider necessary or expedient for the
purposes of or in connection with the exercise of any of the powers of that
managing agent under the Managing AgentÕs Agreement between the Name and it
relating to that syndicate.
13.2 The
Name hereby appoints the Agent, in its capacity as the managing agent of any
Direct Syndicate of which the Name may become a member under this Agreement, as
his attorney on his behalf and in his name or otherwise to do all acts and
things to sign and execute all deeds and documents which the Agent may consider
necessary or expedient for the purposes of or in connection with the exercise
of any of the powers of the Agent under the Managing AgentÕs Agreement between
the Name and it relating to that Direct Syndicate.
13.3 The
powers conferred by this clause include the power for the relevant managing
agent to substitute and appoint in its place an attorney or attorneys to
exercise on behalf of the Name any or all of the powers conferred on that
managing agent by the Managing AgentÕs Agreement between the Name and it and to
revoke any such appointment and to appoint in the place of such attorney or
attorneys a substitute or substitutes as that managing agent thinks fit.
14.
Variation
14.1 None
of the provisions of this Agreement, other than those provisions of Schedule 1
which are to be or may be completed or deleted by the parties, may be varied or
amended in any manner whatsoever (otherwise than in consequence of the
operation of clause 1.3, clause 10 or clause 14.2) without the written consent
of the Council. Any permitted variation or amendment of this Agreement shall,
subject as aforesaid, be in writing and signed by each of the parties.
14.2 The
Council may by byelaw vary or amend any of the provisions of this Agreement
with effect from 1st January in any year provided that such date falls no
sooner than eight months after the date of the relevant byelaw and each of the
Name and the Agent hereby agrees that it will be bound by any such variation or
amendment in accordance with its terms and that this Agreement will take effect
as so varied or amended with effect from such date.
[14.2 (a)The Council may by byelaw
vary or amend any of the provisions of this Agreement with effect from 1st
January in any year provided (subject to paragraph (b) below) that such date
falls no sooner than eight months after the date of the relevant byelaw.]
NOTE
[(b)The
Council may by byelaw made no later than 31 January 2003 but with effect from 1
January 2003 vary or amend any of the provisions of this Agreement as it thinks
necessary or expedient for the purpose of or in connection with the making or
implementation of any byelaw or other requirement of the Council which may be
made as a result of or in relation to any proposal contained in, arising from
or developed in response to the proposals of the ChairmanÕs Strategy Group
presented to the Council on 17 January 2002.]
NOTE
(c)Each
of the Name and the Agent hereby agrees that it will be bound by any such
variation or amendment in accordance with its terms and that this Agreement
will take effect as so varied or amended with effect from such date.]
NOTE
[14.3 Any
agreement or arrangement (in either case whether or not legally binding and
whether or not collateral to this Agreement) which has the effect of varying
any of its terms (whether by altering the discretions, duties, rights or
responsibilities of the agent or otherwise) shall for the purposes of clause 14.1
be treated as a variation of a term of this Agreement.]
NOTE
15.
Arbitration
15.1 Subject
to clause 15.3, any dispute, difference, question or claim relating to this
Agreement which may arise between the Agent and the Name shall be referred at
the request of either party to arbitration in London by a sole arbitrator to be
appointed, in default of agreement between the parties, by the Chairman or a
Deputy Chairman of LloydÕs for the time being.
[15.1 Subject
to clause 15.2, any dispute, difference, question or claim arising under out of
or in connection with this Agreement shall be referred at the request of either
the Agent or the Name to arbitration in London under the rules of the LloydÕs
Arbitration Scheme for the time being, which rules are deemed to be
incorporated by reference into this clause.]
NOTE
15.2 In
conducting any arbitration provided for in this clause 15 the arbitrator shall
not be bound by the strict rules of procedure or evidence. Save as aforesaid
the statutory provisions for arbitration for the time being in force in England
shall apply.
[15.2 This
clause 15 does not apply or applies as modified to any dispute, difference,
question or claim in respect of which and to the extent to which the
application of this clause 15 is excluded or modified by byelaw or by the
LloydÕs Arbitration Scheme.]
NOTE
15.3 This
clause 15 does not apply to any dispute, difference, question or claim which
the Name, in accordance with the Modified Arbitration Procedure Byelaw (No. 14
of 1987), requests should be referred to arbitration under that byelaw, unless
and until such a request is rejected under that byelaw.
NOTE
16.
Agreement not a partnership
16.1 Nothing
in this Agreement shall constitute a partnership between the Name and the Agent
or between the Name and any or all of the other members of the Contracted
Syndicates.
16.2 The
Name and the Agent acknowledge that the association between the members of a
syndicate for a year of account is made solely for the purposes of, and is
limited to, the underwriting of insurance business allocated to that year of
account and matters arising out of or in connection with insurance business so
underwritten, and nothing in this Agreement shall be taken to create to give
rise to any longer or further association or to constitute the syndicate as an
entity continuing from year to year.
17. Notices
Any
notice under this Agreement shall be in writing (including telex or facsimile
transmission) and may be served by personal delivery or by leaving it at or
sending it by prepaid post (which shall in the case of a notice under clause 11
be recorded delivery or registered post) to the address of the relevant party
set out above or otherwise notified from time to time hereunder or, in the case
of a notice served by telex or facsimile transmission, by submitting it to such
number as the party on whom it is to be served may from time to time notify to
the other party. Any notice so served or document sent by post shall be deemed
to have been received 72 hours from the time of posting, and any notice sent by
telex or by facsimile transmission shall be deemed to have been received when
evidence of its receipt is transmitted to the person sending it.
[Provided
that, if the Name is a body corporate and is not incorporated in the United
Kingdom, it shall appoint an agent for service of notices under this Agreement
and shall keep the Agent informed of any changes in that appointment. The first
such agent shall be [ ].]
NOTE
18.
Governing law and jurisdiction
18.1 This
Agreement is governed by, and shall be construed in accordance with, the laws
of England.
18.2 Each
of the parties hereby irrevocably submits for all purposes of and in connection
with this Agreement to the exclusive jurisdiction of the courts of England.IN
WITNESS whereof this Agreement has been executed by or on behalf of the parties
hereto the day and year set out in the Appendix.
Schedule 1.
AgentÕs Fees
[Schedule 1
to Schedule 1 of the Byelaw]
Part A:
Annual Fee
1. The
fee payable to the Agent under clause 8.1 in relation to each year of account
shall be:
in relation
to the NameÕs overall premium limit allocated by the Agent for that year of
account other than through a MAPA operated by that Agent:
ÑÑ% of the
NameÕs overall premium limit so allocated*
OR
£ÑÑ*
OR
ÑÑ% of the
first £ÑÑ or any part thereof
ÑÑ% of the
next £ÑÑ or any part thereof
ÑÑ% of the
next £ÑÑ or any part thereof
ÑÑ% of any
excess over £ÑÑ
of the
NameÕs overall premium limit so allocated*
subject to
a minimum/maximum* of £ ÑÑ*
AND/OR (where
applicable) either:
(a) (where
the Name is to belong to the sole MAPA operated by the Agent) in relation to
the NameÕs overall premium limit allocated by the Agent for that year of
account through the MAPA operated by that Agent:
ÑÑ%
of the NameÕs overall premium limit so allocated*
OR
£ÑÑ*
OR
ÑÑ%
of the first £ÑÑ or any part thereof
ÑÑ%
of the next £ÑÑ or any part thereof
ÑÑ%
of the next £ÑÑ or any part thereof
ÑÑ%
of any excess over £ÑÑ
of
the NameÕs overall premium limit so allocated*
subject
to a minimum/maximum * of £ÑÑ* ; or
(b) (where
the Agent operates two MAPAs and the Name is to belong to both such MAPAs):
(i) in
relation to the NameÕs overall premium limit allocated by the Agent for that
year of account through MAPA [insert number or other description] operated by
that Agent:
ÑÑ%
of the NameÕs overall premium limit so allocated*
OR
£ÑÑ*
OR
ÑÑ%
of the first £ÑÑ or any part thereof
ÑÑ%
of the next £ÑÑ or any part thereof
ÑÑ%
of the next £ÑÑ or any part thereof
ÑÑ%
of any excess over £ÑÑof the NameÕs overall premium limit so allocated*subject
to a minimum/maximum * of £ *; and
(ii) in
relation to the NameÕs overall premium limited allocated by the Agent for that
year of account through MAPA [insert number or other description] operated by
that Agent:
ÑÑ%
of the NameÕs overall premium limit so allocated*
OR
£ÑÑ*
OR
ÑÑ%
of the first £ÑÑ or any part thereof
ÑÑ%
of the next £ÑÑ or any part thereof
ÑÑ%
of the next £ÑÑ or any part thereof
ÑÑ%
of any excess over £ÑÑof the NameÕs overall premium limit so allocated*
subject
to a minimum/maximum * of £ÑÑ* .
2. The
fee payable to the Agent under Clause 8.1 calculated in accordance with
paragraph 1 above shall be payable monthly/quarterly/annually in advance/arrears*
on [date or dates*] in the year corresponding to the relevant year of accountÓ;
and
(c) in
Part B of Schedule 1 (AgentÕs fees), by deleting paragraph 1 in its entirety
and substituting the following new paragraph 1:
Ò1.
Basis of calculation
The
profit commission payable to the Agent in respect of any year of account (the
ÒRelevant YearÓ) shall be the specified percentage of the NameÕs Overall Profit
(if any) for the Relevant Year in respect of all the Contracted Syndicates, the
Overall Profit being calculated in accordance with the following provisions of
this Schedule.
The
specified percentage for this purpose is ÑÑ%*
OR
The
specified percentage for this purpose shall be the amount set out below against
the amount of the NameÕs Overall Profit expressed as a percentage of the NameÕs
overall premium limit allocated by the Agent for that year of account.
Name's
Overall Profit Specified
percentage
(i) up
to and including ÑÑ% ÑÑ%
(ii) in
excess of ÑÑ% up to & including ÑÑ% ÑÑ%
(iii) in
excess of ÑÑ% ÑÑ%*
*As
specified in the Appendix.
This
provision is optional.
NOTE
Part B:
Profit Commission
1. Basis of
calculation
The
profit commission payable to the Agent in respect of any year of account (the
ÒRelevant YearÓ) shall be the specified percentage of the NameÕs Overall Profit
(if any) for the Relevant Year in respect of all the Contracted Syndicates, the
Overall Profit being calculated in accordance with the following provisions of
this Schedule.
The
specified percentage for this purpose is ÑÑ%*
2.
Determination of underwriting profits and losses
For
the purposes of this Schedule, the profit or loss of each Contracted
Syndicateshall, subject to paragraph 4, be the amount of the closed year of
account profit or loss as specified in the audited underwriting account of that
syndicate for the Relevant Year attributable to the Name, but any necessary
adjustments shall be made to ensure that:
*As
specified in the Appendix.
(a) investment
income shall be taken into account before deduction of tax;
(b) capital
appreciation and depreciation and profit or loss on the realisation of
investments shall be taken into account before making any provision for tax
thereon;
(c) foreign
currency exchange gains and losses shall be taken into account;
(d) no
deduction shall be made for any United Kingdom or overseas taxation on
underwriting profits; and
(e) deductions
shall be made for syndicate expenses, [for High Level Stop Loss Fund
contributions,] for the AgentÕs annual fee and for the managing agentÕs annual
fee and profit commission, but not for any other charges, costs or expenses
incurred by the Name.
[(e) deductions
shall be made for syndicate expenses, for LloydÕs subscriptions, for Central
Fund contributions [[, for New Central Fund contributions]], for High Level
Stop Loss Fund contributions, for the AgentÕs annual fee and for the managing
agentÕs annual fee and profit commission, but not for any other charges, costs
or expenses incurred by the Name.]
NOTES
3. Deficit
clause: basic calculation of Overall Profit
The
NameÕs Overall Profit shall be calculated by aggregating the NameÕs profit or
loss in respect of all the Contracted Syndicates for the Relevant Year.
4. Deficit
clause: run-off accounts
(a) This
paragraph applies where a year of account (a ÒRun-off YearÓ) of a Contracted
Syndicate (a ÒRun-off SyndicateÓ) is not closed at the date at which it would
normally have been closed in accordance with the policies and procedures
generally adopted in respect of the Run-off Syndicate (the ÒNormal Closing
DateÓ); provided that the expression ÒRun-off yearÓ shall not include a year of
account earlier than the 1990 year of account.
(b) For
the purpose of calculating the NameÕs Overall Profit for the relevant year of
account, the amount attributable to the Name of the run-off account result of
the Run-off Syndicate as shown in the audited annual report prepared as at the
Normal Closing Date, adjusted as provided in sub-paragraphs (a) to (e) of
paragraph 2, shall be deemed to be the NameÕs profit or loss in respect of the
Run-off Syndicate for that year of account.
(c) At
each anniversary of the Normal Closing Date up to and including the date at
which the Run-off Year is closed, the amount attributable to the Name of the
result of the Run-off Year for the calendar year ended on that anniversary, as
shown in the audited annual report of the Run-off Syndicate prepared as at that
anniversary, shall be combined with the NameÕs profit or loss in respect of the
other Contracted Syndicates for the year of account closed at that anniversary
and shall for the purpose of calculating the NameÕs Overall Profit for that
year of account be deemed to be a profit or loss of a Contracted Syndicate for
that year of account.
5. Deficit
clause: four year and other syndicates
(a) In
this paragraph ÒStandard SyndicateÓ means a syndicate each year of account of
which is normally closed, in accordance with the policies and procedures
generally adopted in respect of that syndicate, at the end of the period of three
years beginning on the first day of the corresponding calendar year, and
ÒSpecial SyndicateÓ means a syndicate each year of account of which is normally
closed, in accordance with the policies and procedures generally adopted in
respect of that syndicate, at the end of a longer period.
(b) Where
the Contracted Syndicates include both Standard Syndicates and a Special
Syndicate the NameÕs Overall Profit for any year of account (Òthe Specified
YearÓ) shall be determined as at the date at which that year of account of the
Standard Syndicates is or would normally have been closed. If a year of account
of a Special Syndicate (an ÒEarlier YearÓ) also is or would normally be closed
at that date, the NameÕs profit or loss (or, where paragraph 4 applies, run-off
account result) in respect of the Special Syndicate for that Earlier Year shall
for the purpose of calculating the NameÕs Overall Profit for the Specified Year
be deemed to be a profit or loss (or, where paragraph 4 also applies, run-off
account result) in respect of a Contracted Syndicate for the Specified Year and
shall be taken into account accordingly in accordance with paragraphs 2 and 3.
(c) If
a year of account of a Special Syndicate is closed at a date at which no
Standard Syndicate is or would normally have been closed, the Agent shall be
entitled to profit commission at the rate applicable to that year of account on
any profit of the Name arising on such closing, taking into account any run-off
account result arising in respect of a Run-off Year at the date of closing but
without any reference to, or adjustment for, the results for that year of
account of any Standard Syndicate closed at an earlier date.
6. Payment
The
AgentÕs profit commission shall be payable forthwith upon payment to the Name
of [the amount due to the Name pursuant to clause 6.2(j) or, where and to the
extent that a New Premiums Trust Deed applies, the giving of a direction to the
Regulating Trustee pursuant to that clause (or the giving of such a direction
by the NameÕs co-ordinating agent pursuant to clause 6.2(j)(ii) of its
agreement with the Name)] for the Relevant Year or of such part thereof as the
Agent determines should be so paid having regard to clause 7.1(e) or to any
applicable requirements of the Council, provided that, if the Agent determines
not to pay to the Name any of the NameÕs Overall Profit for the Relevant Year,
the AgentÕs profit commission shall be payable forthwith upon such
determination.
NOTE
7.
Interpretation
In
calculating the profit commission payable to the Agent, account shall be taken
only of the results of syndicates of which the Name became a member through the
agency of the Agent. Accordingly, in this Schedule the expression ÒContracted
SyndicateÓ does not include a syndicate of which the Name became a member
otherwise than through the agency of the Agent (but so that if in respect of
the first year of account in respect of which the Agent acts as the NameÕs
membersÕ agent the Name continues to be a member of a syndicate of which he was
previously a member, the Name shall for the purposes of this paragraph be
treated as becoming a member of that syndicate for that year of account through
the agency of the Agent).
Part C:
Co-ordinating AgentÕs Fee
If the
details set out below are completed, the fee payable to the Agent as
remuneration for its services as co-ordinating agent in relation to each year
of account shall be:
ÑÑ% of the
NameÕs overall premium limit allocated for that year of account*
OR
£ÑÑ*
OR
ÑÑ% of the
first £ÑÑor any part thereof
ÑÑ% of the
next £ÑÑor any part thereof
ÑÑ% of the
next £ÑÑor any part thereof
ÑÑ% of any
excess over £ÑÑ
of the
NameÕs overall premium limit allocated by the Agent for that year of account*
OR
[Alternative
basis of remuneration]*
subject to
a minimum/maximum* of £ÑÑ*
payable
monthly/quarterly/annually* in advance/arrears* on [date or dates*] in the year
corresponding to the relevant year of account.
*As
specified in the Appendix or in the memorandum appointing the Agent as the
NameÕs co-ordinating agent.
This
provision is optional.
Part D:
Winding up Fee
The fee
payable to the Agent under clause 8.4 shall be:
£ÑÑ*
OR
ÑÑ% of the
NameÕs overall premium limit allocated by the Agent for the last year of
account of the Business*
OR
ÑÑ% of the
first £ÑÑor any part thereof
ÑÑ% of the
next £ÑÑor any part thereof
ÑÑ% of the
next £ÑÑor any part thereof
ÑÑ% of any
excess over £ÑÑ
of the
NameÕs overall premium limit allocated by the Agent for the last year of
account of the Business*
OR
the same
amount as the annual fee payable to the Agent in respect of the last year of
account of Business*
subject to
a minimum/maximum* of £ÑÑ*
payable at
the commencement of the winding up.
*As
specified in the Appendix.
This
provision is optional.
Schedule 2.
The Standard AgentsÕ Agreement
[Schedule 2
to Schedule 1 of the Byelaw]
[Form of
Standard AgentsÕ Agreement]
Schedule 3.
The Standard Managing AgentÕs Agreement
[Schedule 3
to Schedule 1 of the Byelaw]
[Form of
Standard Managing AgentÕs Agreement]
NOTE
Schedule 2.
The AgentsÕ Agreement
THIS
AGREEMENT is made on
................................................................................................................
BETWEEN:
(1)
........................................................................ whose
registered/principal office is at
..................................................................................................
(the
ÒMembersÕ AgentÓ); and
(2)
........................................................................ whose
registered/principal office is at
..................................................................................................
(the
ÒManaging AgentÓ).
WHEREAS
(A) The
MembersÕ Agent has been appointed by certain underwriting members of LloydÕs to
act as their membersÕ agent in respect of all or part of their underwriting
business and affairs at LloydÕs.
(B) Such
underwriting members wish to conduct underwriting business at LloydÕs as
members of one or more syndicates in relation to which the Managing Agent is
the managing agent and have authorised the MembersÕ Agent on their behalf to
enter into an agreement with the Managing Agent to govern the conduct of such
underwriting business.
(C) The
MembersÕ Agent and the Managing Agent wish to establish certain obligations
between themselves in order to enable them to fulfil their respective
obligations as membersÕ agent and as managing agent for such underwriting
members of LloydÕs.
NOW IT IS
AGREED as follows:
1.
Interpretation
1.1 In
this Agreement, unless the context otherwise requires:
ÒAgentsÕ
Syndicate ListÓ means a schedule prepared in respect of a year of account
listing the Relevant Syndicates for that year of account and specifying in
relation to each Relevant Syndicate the Names who are members of that
syndicate, each NameÕs memberÕs syndicate premium limit, the basis and level of
the Managing AgentÕs remuneration payable by each of the Names and the amount
to be paid to the MembersÕ Agent by the Managing AgentÕs Trustees in respect or
on account of remuneration under clause 3(h), [and where applicable, the
formulae for ascertaining such syndicate premium limit and remuneration] and
containing such other particulars as may for the time being be required by the
Council;
NOTE
[Òthe
BusinessÓ, in relation to a Name, means the business of underwriting and
related activities carried on by the Name at LloydÕs and in respect of which
the Managing Agent is appointed managing agent of the Name in accordance with
clause 2 of this Agreement;]
NOTE
the
ÒCouncilÓ means the Council of LloydÕs and includes its delegates and persons
by whom it acts;
[ÒEquitas
reinsurance contractÓ has the meaning given in the Reconstruction and Renewal
Byelaw (No. 22 of 1995, 519);]
NOTE
[ÒExcluded
NameÓ means an individual member of LloydÕs who:
(i) is
not underwriting for the 1999 year of account;
(ii) did
not accept the settlement offer made by LloydÕs under paragraph 8 of the
Reconstruction and Renewal Byelaw (No. 22 of 1995, 519); and
(iii) at 31
December 1998 had Specified Litigation Recoveries (as defined in any Premiums
Trust Deed executed by that member) held on his behalf by any firm of
solicitors or other person or by the MembersÕ AgentÕs Trustees (but where held
by the MembersÕ AgentÕs Trustees only if so held under and subject to clause
5(b) of the Schedule to that Premiums Trust Deed)
but
such a person shall remain an Excluded Name only for so long as LloydÕs has not
amended his Premiums Trust Deed or Deeds into one of the forms prescribed by
the Council on 10 December 1998 (as amended from time to time);]
NOTE
[the
ÒLloydÕs Arbitration SchemeÓ means any rules made or any scheme established
from time to time by a special resolution of the Council or by byelaw in
relation to the conduct of arbitrations;]
NOTE
Òmanaging
agentÓ means an underwriting agent which is listed as a managing agent on the
register of underwriting agents maintained under the Underwriting Agents Byelaw
(No. 4 of 1984, 101) and which is appointed by an underwriting member of
LloydÕs to provide services and perform duties of the same kind and nature as
those set out in the Standard Managing AgentÕs Agreement [(General)] in respect
of a particular syndicate;
NOTE
ÒManaging
AgentÕs AgreementÓ means an agreement between a Name and a managing agent of
that Name in the terms of the Standard Managing AgentÕs Agreement [(General)];
NOTE
ÒManaging
AgentÕs TrusteesÓ means those trustees of the Premiums Trust Funds appointed by
the Managing Agent in its capacity as the NamesÕ managing agent pursuant to the
Premiums Trust Deeds;
ÒmembersÕ agentÓ
means an underwriting agent which is listed as a membersÕ agent on the register
of underwriting agents maintained under the Underwriting Agents Byelaw (No. 4
of 1984, 101) and which is appointed by an underwriting member of LloydÕs to
provide services and perform duties of the same kind and nature as those set
out in the Standard MembersÕ AgentÕs Agreement;
ÒMembersÕ
AgentÕs AgreementÓ means an agreement between a Name and a membersÕ agent in
the form of the Standard Members AgentÕs Agreement;
ÒMembersÕ
AgentÕs TrusteesÓ means [the trustees for the time being of [[each Old Premiums
Trust Deed]] designated thereunder as MembersÕ AgentÕs Trustees thereof;]
NOTE
[ÒmemberÕs
syndicate premium limitÓ has the meaning given to it in the Membership Byelaw
(No. 17 of 1993, 111);]
NOTE
ÒNamesÓ
means those underwriting members of LloydÕs for whom the MembersÕ Agent acts as
membersÕ agent and whose names are from time to time set out in the AgentsÕ
Syndicate List and includes [(i)] their executors or administrators, trustees
in bankruptcy and any receiver appointed under the Mental Health Act 1983 and
any person performing similar functions in any jurisdiction [(ii) on the
dissolution of a Scottish Limited Partnership, any general partner];
NOTE
[ÒNew
Premiums Trust DeedÓ means the form or forms of Premiums Trust Deed executed or
to be executed by each Name who is not, or has ceased to be, an Excluded Name
and applying in respect of his or its Business, being in a form approved by the
Council on 2 October or 10 December 1998 (in each case as amended from time to
time);
ÒOld
Premiums Trust DeedÓ means:
(i) the
form or forms of Premiums Trust Deed executed by each Name who is an Excluded
Name and (for so long as he remains such) applying in respect of his Business;
(ii) the
form or forms of Premiums Trust Deed (other than any deed in the form of a New
Premiums Trust Deed) executed by each Name who is not an Excluded Name and is
underwriting for the 1999 year of account, and applying in respect of his or
its Business (or any part of it) unless and until amended into one of the forms
prescribed by the Council on 10 December 1998 (as amended from time to time) or
into a form which provides to the Premiums Trust Fund held under it to be held
on trust to transfer to the trust fund held under a New Premiums Trust Deed;]
NOTE
Òoverall
premium limitÓ has the meaning given to it in the Membership Byelaw [(No. 17 of
1993)];
NOTE
[ÒOverseas
DirectionÓ has the meaning given in an Old Premiums Trust Deed;]
NOTE
[ÒPremiums
Trust DeedÓ means a trust deed (other than a Special Trust Direction or an
Overseas Direction) executed or to be executed by each of the Names, in a form
for the time being required by the Council and approved by the Treasury (or its
predecessor, the Secretary of State) for the purposes of section 83 of the
Insurance Companies Act 1982 and constituting the Premiums Trust Fund;]
NOTE
ÒPremiums
Trust FundÓ means the trust fund [or funds] to which all premiums received by
or on behalf of a Name in respect of the underwriting business carried on by
him at LloydÕs are required to be transferred by section 83 of the Insurance
Companies Act 1982;
NOTE
ÒRelevant
SyndicateÓ means a syndicate of which any of the Names is a member and in
respect of which the MembersÕ Agent acts as his membersÕ agent and of which the
Managing Agent is the managing agent, and the ÒRelevant SyndicatesÓ means all
of such syndicates;
[ÒScottish
Limited PartnershipÓ has the meaning given in the Membership Byelaw (No. 17 of
1993, 111);
ÒSpecial
Trust DirectionÓ has the meaning given in a New Premiums Trust Deed;]
NOTE
ÒStandard
MembersÕ AgentÕs AgreementÓ means the form of agreement between an underwriting
member of LloydÕs and a managing agent prescribed by the Agency Agreements
Byelaw (No. 8 of 1988, 310);
ÒStandard
Managing AgentÕs Agreement [(General)]Ó means the form of agreement between an
underwriting member of LloydÕs and a membersÕ agent prescribed by the Agency
Agreements Byelaw (No. 8 of 1988, 310);
NOTE
ÒSubstitute
AgentÓ means a person appointed by the Council to act as agent for an
underwriting member of LloydÕs pursuant to the Substitute Agents Byelaw (No. 20
of 1983);
ÒsyndicateÓ
means a group of underwriting members of LloydÕs underwriting insurance
business at LloydÕs through the agency of a managing agent to which a
particular syndicate number is assigned by the Council;
ÒSyndicate
and Arbitration AgreementÓ means an agreement to be entered into in relation to
each Relevant Syndicate between the Managing Agent, the Names, the MembersÕ
Agent, the other members of that Relevant Syndicate and the membersÕ agents
through the agency of which those other members participate in that Relevant
Syndicate, in the form set out in Schedule 2 to the Standard Managing AgentÕs
Agreement [(General)];
NOTE
Òsyndicate
premium incomeÓ has the meaning given to it in the Syndicate Premium Income
Byelaw (No. 6 of 1984, 201); and
[ÒTreasuryÓ
means Her MajestyÕs Treasury (or such other authority as has for the time being
succeeded to its functions under section 83 of the Insurance Companies Act
1982);]
NOTE
ÒyearÓ
means a calendar year, except when used to refer to a year of account.
1.2 (a)For the
purpose of interpreting references in this Agreement to a syndicate and like
expressions, unless the context otherwise requires:
(i) the
several groups of underwriting members of LloydÕs to which in successive years
a particular syndicate number is assigned by the Council shall be treated as
the same syndicate, notwithstanding that they may not comprise the same
underwriting members with the same individual participation (and where two or
more numbers are assigned to a group of underwriting members, the number which
appears first in the list of syndicates published by the Council and specified
by the Council for the purposes of this paragraph shall be the number taken
into account for the purposes of this paragraph); and
(ii) references
to assets or liabilities of a member of a syndicate, or to any thing done by or
to a member of a syndicate or by or to any person on his behalf, shall be
construed as references to assets employed or liabilities incurred by him, or
to things done by or to him or such other person on his behalf, in the course
of or in relation to the underwriting business carried on by him through that
syndicate.
(b) Where
a managing agent manages two or more syndicates which comprise the same
underwriting members participating in the same proportions and the Managing
Agent, in accordance with the Syndicate Accounting Byelaw [(No. 18 of 1994)],
groups those syndicates together and treats them as a single syndicate for the
purposes of that byelaw, those syndicates shall also be treated as a single
syndicate for the purposes of this Agreement.
NOTE
[1.2A For
the purpose only of interpreting references in this Agreement to underwriting
for the 1999 year of account and like expressions, any Name who has duly
executed or is to execute a Premiums Trust Deed in the form prescribed by the
Council on 2 October 1998 which form has also been or will be duly executed by LloydÕs
shall be treated as underwriting for the 1999 year of account.]
NOTE
1.3 No
provision of this Agreement shall have effect to the extent that it is contrary
to LloydÕs Acts 1871 to 1982 or to any requirement of the Council which is for
the time being applicable on the MembersÕ Agent or to the Managing Agent.
1.4 References
in this Agreement to requirements of the Council are to any requirement imposed
by any byelaw or regulation made under LloydÕs Acts 1871 to 1982, any condition
or requirement imposed or direction given under any such byelaw or regulation,
any direction given under section 6 of LloydÕs Act 1982, any requirement
imposed by or under any undertaking given by a Name to LloydÕs or to the
Council and any other requirement imposed or direction given by the Council
under LloydÕs Acts 1871 to 1982; and the phrase Òrequired by the CouncilÓ and
similar phrases shall be construed accordingly.
1.5 References
in this Agreement to the ÒMembersÕ AgentÓ and the ÒManaging AgentÓ include,
where any such agent is a partnership, any persons who are for the time being
carrying on, under whatever name or style, the business of that partnership,
and include any Substitute Agent.
1.6 Any
reference in this Agreement to an enactment, byelaw or regulation is a
reference to it as already amended and includes a reference to any repealed
enactment or any revoked byelaw or regulation which it may re-enact, with or
without amendment, and to any future re-enactment or amendment of it.
1.7 The
headings in this Agreement shall not affect its interpretation.
2.
Appointment of the Managing Agent
2.1 The
MembersÕ Agent and the Managing Agent agree that by signing an AgentsÕ
Syndicate List in respect of any year of account to which this Agreement
applies:
(a) the MembersÕ
Agent will be deemed to confirm that it has entered into a MembersÕ AgentÕs
Agreement and a Premiums Trust Deed with each of the Names and that each such
MembersÕ AgentÕs Agreement and Premiums Trust Deed remains in full force and
effect; [[Provided that this confirmation, in relation to each Name in so far
as it concerns Premiums Trust Deeds, shall be limited to a confirmation that,
where an Old Premiums Trust Deed applies in respect of the Business of the Name
in question (or any part of it), the MembersÕ Agent (or any membersÕ agent to
which the MembersÕ Agent is a direct or indirect successor in conducting or
winding up the Business or relevant part) has entered into a Premiums Trust
Deed which remains in full force and effect;]]
(b) the
MembersÕ Agent on behalf of each of the Names will be deemed to appoint the
Managing Agent as the managing agent of that Name (or, in the case of a
Relevant Syndicate of which that Name is already a member, to agree that the
appointment of the Managing Agent as his managing agent is to continue), and
the Managing Agent will be deemed to agree to act (or to continue to act) as
the managing agent of that Name, in respect of the syndicate or syndicates in
which that Name is shown as participating in the AgentsÕ Syndicate List for
that year of account on the terms of the Standard Managing AgentÕs Agreement
[(General)], with such allocations of the NameÕs overall premium limit, and for
a remuneration on such basis and at such level, as are specified in [, or
ascertained in accordance with formulae specified in] the AgentsÕ Syndicate
List.
NOTE
2.2 By
signing an AgentsÕ Syndicate List in respect of a particular year of account
the MembersÕ Agent and the Managing Agent shall also be deemed to agree in the
same terms the matters referred to in clause 2.1 in respect of subsequent years
of account [[, subject to any reduction in the memberÕs syndicate premium limit
of any Name arising as a result of a reduction made in accordance with the
Syndicate Pre-emption Byelaw (No. 19 of 1997, 333) by the Managing Agent;]]
unless and until that AgentsÕ Syndicate List is replaced by a new AgentsÕ
Syndicate List signed by the MembersÕ Agent and the Managing Agent or this
Agreement is terminated.
2.3 In
relation to any syndicate (a ÒProvisional SyndicateÓ) in respect of which the
Managing Agent is the managing agent and any of the Names is to be a
Provisional Insurer within the meaning of clause 8.2 of the Standard Managing
AgentÕs Agreement by virtue of paragraph (b) or (c) of that clause, the
MembersÕ Agent may:
(a) enter
on behalf of any such Name into an agreement in the terms of the Standard
Managing AgentÕs Agreement [(General)] with the Managing Agent; and
NOTE
(b) agree
with the Managing Agent the amount of the relevant NamesÕ overall premium
limits to be allocated to the Provisional Syndicate and the basis and level of
the Managing AgentÕs remuneration;
by signing
a written memorandum recording their agreement or in such other manner as the
MembersÕ Agent and the Managing Agent may agree.
[2.4 Each
of the MembersÕ Agent and the Managing Agent agrees that it will do all such
acts and things and execute all such documents as shall be necessary or
expedient on its part:
(a) to
give effect to any exercise by or on behalf of any Name of the rights conferred
by clause 11A of a Managing AgentÕs Agreement between that Name and the
Managing Agent relating to a Relevant Syndicate;
(b) where
a nomination or nominations have been made under that clause in respect of part
only of a NameÕs Prospective Participation, to enable that Name to underwrite
as a member of the Relevant Syndicate for the Succeeding Year with a memberÕs
syndicate premium limit equal to the remaining part (and for this purpose the
expressions ÒNameÕs Prospective ParticipationÓ and ÒSucceeding YearÓ have the
meanings respectively given to them by that Managing AgentÕs Agreement);
(c) to
give effect to any election made by a Name under clause 3.6 of the MembersÕ
AgentÕs Agreement between that Name and the MembersÕ Agent which affects any
Relevant Syndicate in which the Name underwrites through the MAPA with a
memberÕs syndicate premium limit not less than the minimum for the time being
prescribed by the Council for the purposes of that clause.]
NOTE
3. Duties
of the Managing Agent
The
Managing Agent shall:
(A) provide
to the MembersÕ Agent such information in its possession in relation to each of
the Relevant Syndicates as is necessary to enable the MembersÕ Agent to perform
its obligations to each of the Names under the MembersÕ AgentÕs Agreement
between it and that Name and to comply with the requirements of the Council;
and
(B) perform
its functions under the Premiums Trust Deed between each of the Names and the
MembersÕ Agent [or LloydÕs, as the case may be,] and under the Managing AgentÕs
Agreement entered into by it with each of the Names [and under any applicable
Overseas Direction or Special Trust Direction] so as to enable the MembersÕ
Agent to perform those obligations and comply with those requirements;
and in
particular in (but without limitation) shall:
NOTE
Information
and reporting
(a) prepare
and send to the MembersÕ Agent such annual reports, personal accounts and other
reports and documents in respect of the Relevant Syndicates as are for the time
being required by the Council to be so prepared and sent;
(b) [subject
to paragraph (ca) below] disclose to the MembersÕ Agent in good time any
information in its possession relating to any of the Relevant Syndicates and
its activities, or any developments in respect of those activities, which could
reasonably be expected to influence any of the Names in deciding whether to
become or remain a member of, or to increase or reduce his participation in,
that syndicate;
(c) without
prejudice to paragraph (b) above, promptly inform the MembersÕ Agent if a
decision is made by or on behalf of the Managing Agent to allow a year of
account of any of the Relevant Syndicates to remain open after the date as at
which it would normally have been closed (in which event the Managing Agent
shall also inform the MembersÕ Agent of the reasons for that decision);
[(ca) comply with the
requirements of the Council (including requirements prescribing, restricting or
regulating the disclosure or dissemination of information) directed to ensuring
compliance with Part V of the Criminal Justice Act 1993, any other enactment
for the time being in force relating to insider dealing and the requirements of
the International Stock Exchange of the United Kingdom and the Republic of
Ireland Limited or of any other stock exchange or investment exchange relating
to the dissemination or publication of information affecting securities listed,
quoted or traded on that exchange;]
NOTE
(d) comply
with the requirements for the time being of the Council in relation to the
preparation and filing of syndicate constitutions in relation to the Relevant
Syndicates;
[(da) comply with the
requirements of the Council for the time being in relation to the holding of
meetings of, amongst others, the members of the Relevant Syndicates;]
NOTE
Record
keeping and disclosure
(e) make
available for inspection to the MembersÕ Agent upon request during usual
business hours all accounting, statistical and other records maintained by it
in relation to each Relevant Syndicate and all accounting and other records
maintained by it in relation to each Premiums Trust Fund and (upon request and
payment of a reasonable charge) provide copies of those records to the MembersÕ
Agent;
(f) if
any of the Names has formulated a claim against the Managing Agent relating in
whole or in part to the performance of the Managing AgentÕs duties under the
relevant Managing AgentÕs Agreement, disclose to the MembersÕ Agent upon
request all documents and information stored on computer records in its
possession or under its control which are or may be relevant to any issue
arising or likely to arise in connection with such claim and (upon request and
payment of a reasonable charge) provide copies of those documents and memoranda
in legible form of such information to the MembersÕ Agent, provided that the
Managing Agent shall not be obliged to disclose to the MembersÕ Agent any
document or information which the Managing Agent could not be compelled to
produce in the course of proceedings instituted by the Name in relation to any
such claim;
Premiums
Trust Fund
(g) perform
its functions under each of the Premiums Trust Deeds entered into between the
MembersÕ Agent [or LloydÕs, as the case may be,] and each of the Names [and
under or in connection with any applicable Overseas Direction or Special Trust
Direction]; and
NOTE
(h) direct
the Managing AgentÕs Trustees from time to time, subject to any applicable
requirements of the Council, to pay to the MembersÕ Agent such sums in respect
or on account of the remuneration payable by each of the Names to the MembersÕ
Agent as are specified in the AgentsÕ Syndicate List.
4. Duties
of the MembersÕ Agent
The
MembersÕ Agent shall:
(A) provide
to the Managing Agent such information in its possession in relation to each of
the Names as is necessary to enable the Managing Agent to perform its
obligations to each of the Names under the Managing AgentÕs Agreement entered
into by it with that Name and to comply with the requirements of the Council;
and
[(B) shall perform
its functions under the Premiums Trust Deed, under the MembersÕ AgentÕs
Agreement entered into by it with each of the Names and under or in connection
with any applicable Overseas Direction or Special Trust Direction so as to
enable the Managing Agent to perform those obligations and comply with those
requirements;]
and in
particular (but without limitation) shall:
Underwriting
liabilities
(a) [use
its best endeavours to procure that each of the Names complies with his
obligation under clauses 9.1(a) of the MembersÕ AgentÕs Agreement between that
Name and the MembersÕ Agent;]
NOTE
(b) reimburse
to the Managing Agent all reasonable legal and other costs and expenses
incurred by it in taking action to recover from a Name any sums payable by that
Name under clause 7.1(a) of the Managing AgentÕs Agreement between that Name
and the Managing Agent in respect of claims or necessary and reasonable
expenses or outgoings made or incurred in connection with the underwriting
business carried on by that Name at LloydÕs, provided however that the MembersÕ
Agent shall not be obliged to reimburse such costs and expenses to the Managing
Agent if the Managing Agent has not allowed the MembersÕ Agent a reasonable
opportunity to comply with its obligations under paragraph (a) above in
relation to that Name;
Information
(c) notify
the Managing Agent:
(i) promptly
if it becomes aware of any material breach by a Name of the MembersÕ AgentÕs
Agreement between that Name and the MembersÕ Agent or of any grounds by reason
of which it could terminate that MembersÕ AgentÕs Agreement;
(ii) forthwith
if it receives any notice from a Name under clause 9.4(a) or (b) of the
MembersÕ AgentÕs Agreement between that Name and the MembersÕ Agent;
(iii) forthwith
if it receives from a Name or serves on a Name notice of termination of the
MembersÕ AgentÕs Agreement between that Name and the MembersÕ Agent;
(iv) forthwith
if the MembersÕ AgentÕs Agreement between a Name and the MembersÕ Agent is
terminated; [
(v) forthwith
if the MembersÕ Agent has served a notice under clause 7.1(o) of the MembersÕ
AgentÕs Agreement; and]
NOTE
[(ca) comply with the
requirements of the Council for the time being in relation to the holding of
meetings of, among others, the members of the Relevant Syndicates;]
NOTE
Miscellaneous
(d) receive
on behalf of any Name and promptly forward to him such notices as the Managing
Agent may serve on it as membersÕ agent of that Name under the relevant
Managing AgentÕs Agreement [; and
(da) comply with any
requirements for the time being of the Council in relation to the preparation
and filing of syndicate constitutions in relation to the Relevant Syndicates.]
NOTE
5. Commencement
and termination
5.1 This
Agreement shall take effect when executed and shall apply in relation to the
year of account specified in the first AgentsÕ Syndicate List signed by both
the MembersÕ Agent and the Managing Agent and to subsequent years of account
unless and until terminated pursuant to any of the following provisions of this
clause 5.
5.2 This
Agreement shall terminate if there cease to be any Relevant Syndicates as
defined in clause 1.1.
5.3 (a) Except
in so far as the Council may otherwise direct, this Agreement shall be
suspended forthwith if the MembersÕ Agent or the Managing Agent ceases for any
reason to be an underwriting agent approved by the Council or if the MembersÕ
AgentÕs right to act as a membersÕ agent or the Managing AgentÕs right to act
as a managing agent is suspended in whole or in part by the Council and,
subject to the following provisions of this clause 5.3, shall terminate on the
expiration of the period of seven days from the date of such cessation or
suspension, or of such longer period as the Council may before the expiration
of that seven day period allow.
(b) If
before the expiration of the period referred to in paragraph (a) above the
MembersÕ Agent or, as the case may be, the Managing Agent has delegated the
services to be provided, the duties to be performed and the powers to be
exercised by it under the MembersÕ AgentÕs Agreements or, as the case may be,
the Managing AgentÕs Agreements between it and the Names (or such services,
duties and powers as may in the circumstances be appropriate) pursuant to
clause 11.3(b) of the relevant MembersÕ AgentÕs Agreements or, as the case may
be, Managing AgentÕs Agreements, this Agreement shall, subject to the
requirements of the Council, continue in effect (to the extent appropriate)
between the Managing Agent or, as the case may be, the MembersÕ Agent and the
person or persons to whom such services, duties and powers have been delegated.
(c) If
before the expiration of the period referred to in paragraph (a) above a
Substitute Agent has been appointed by the Council to act for the Names in
place of the MembersÕ Agent or the Managing Agent, this Agreement shall,
subject to the requirements of the Council, continue in effect (to the extent
appropriate) between the Managing Agent or, as the case may be, the MembersÕ
Agent and that Substitute Agent.
(d) If
any suspension of the MembersÕ AgentÕs right to act as a membersÕ agent or, as
the case may be, the Managing AgentÕs right to act as a managing agent is
revoked or expires and the MembersÕ Agent or, as the case may be, the Managing
Agent thereafter continues to be an underwriting agent approved by the Council,
this Agreement shall on the termination of the delegation referred to in
paragraph (b) above or of the appointment of the Substitute Agent referred to
in paragraph (c) above take effect again between the MembersÕ Agent and the
Managing Agent.
5.4 Upon
the termination of this Agreement pursuant to the preceding paragraphs of this
clause 5 the MembersÕ Agent and the Managing Agent shall nevertheless continue
to be bound by the duties imposed by this Agreement:
(a) in
relation to any matter arising out of business of any of the Relevant
Syndicates allocated to a year of account which at the date of termination has
not been closed, until that year of account is closed or, if it is not closed,
until all matters arising from the business of that year of account have been
determined; and
(b) so
long as is necessary to enable both the MembersÕ Agent and the Managing Agent
to deal with and determine any matters arising in connection with the business
of any of the Relevant Syndicates allocated to a year of account which has been
closed (whether before or after the termination of this Agreement).
[5.5 The
matters referred to in paragraphs (a) and (b) of clause 5.4 may include matters
arising out of or in connection with business which is or is to be the subject
of an Equitas reinsurance contract and the MembersÕ Agent and the Managing
Agent shall continue to be bound by the duties imposed by this Agreement, in so
far as they relate to any matter so arising, until that matter is resolved.]
NOTE
6. Syndicate
and Arbitration Agreement
The
MembersÕ Agent hereby authorises and directs the Managing Agent on its behalf
to enter into a Syndicate and Arbitration Agreement in each year in relation to
each Relevant Syndicate with the Managing Agent, every member of that syndicate
and every membersÕ agent through the agency of which those members participate
in that syndicate.
7. Waiver
of confidentiality
In
so far as is necessary for the purposes of the exercise by the Council of powers
contained in LloydÕs Acts 1871 to 1982 or in byelaws or regulations made
thereunder, but not further or otherwise, the MembersÕ Agent and the Managing
Agent each hereby waives all duties of confidentiality owed to it by either:
(a) the
other; or
(b) any
auditor appointed by either of them;
which
attaches to any information or documents relating to the business of any of the
Relevant Syndicates or any part thereof whether or not in response to a request
by the Council.
8. Variation
8.1 None
of the provisions of this Agreement may be varied or amended in any manner
whatsoever (otherwise than in consequence of the operation of clause 1.3,
clause 5.3 or clause 8.2) without the written consent of the Council. Any
permitted variation or amendment of this Agreement shall, subject as aforesaid,
be in writing and signed by each of the parties.
8.2 The
Council may by byelaw vary or amend any of the provisions of this Agreement
with effect from 1st January in any year provided that such date falls no
sooner than eight months after the date of the relevant byelaw and each of the
MembersÕ Agent and the Managing Agent hereby agrees that it will be bound by
any such variation or amendment in accordance with its terms and that this
Agreement will take effect as so varied or amended with effect from such date.
[8.2 (a)The Council
may by byelaw vary or amend any of the provisions of this Agreement with effect
from 1st January in any year provided (subject to paragraph (b) below) that
such date falls no sooner than eight months after the date of the relevant
byelaw.
NOTE
[(b)The
Council may by byelaw made no later than 31 January 2003 but with effect from 1
January 2003 vary or amend any of the provisions of this Agreement as it thinks
necessary or expedient for the purpose of or in connection with the making or
implementation of any byelaw or other requirement of the Council which may be
made as a result of or in relation to any proposal contained in, arising from
or developed in response to the proposals of the ChairmanÕs Strategy Group
presented to the Council on 17 January 2002.]
NOTE
(c)Each
of the MembersÕ Agent and the Managing Agent hereby agrees that it will be
bound by any such variation or amendment in accordance with its terms and that
this Agreement will take effect as so varied or amended with effect from such
date.]
9. Arbitration
9.1
Any dispute, difference, question or claim relating to this Agreement which may
arise between the MembersÕ Agent and the Managing Agent shall be referred at
the request of either party to arbitration in London by a sole arbitrator to be
appointed, in default of agreement between the parties, by the Chairman or a
Deputy Chairman of LloydÕs for the time being.
[9.1
Any dispute, difference, question or claim arising under out of or in
connection with this Agreement shall be referred at the request of either the
MembersÕ Agent or the Managing Agent to arbitration in London under the rules
of the LloydÕs Arbitration Scheme for the time being, which rules are deemed to
be incorporated by reference into this clause.]
NOTE
9.2
In conducting any arbitration provided for in this clause 9 the arbitrator
shall not be bound by the strict rules of procedure or evidence. Save as
aforesaid the statutory provisions for arbitration for the time being in force
in England shall apply.
NOTE
10. Notices
Any
notice under this Agreement shall be in writing (including telex or facsimile
transmission) and may be served by personal delivery or by leaving it or
sending it by prepaid post to the address of the relevant party set out above
or otherwise notified from time to time hereunder or, in the case of a notice
served by telex or facsimile transmission, by transmitting it to such number as
the party on which it is to be served may from time to time notify to the other
party. Any notice so served or document sent by post shall be deemed to have
been received 48 hours from the time of posting; and any notice sent by telex
or by facsimile transmission shall be deemed to have been received when evidence
of its receipt is transmitted to the person sending it.
11. Governing
law and jurisdiction
11.1
This Agreement is governed by, and shall be construed in accordance with, the
laws of England.
11.2
Each of the parties hereby irrevocably submits for all purposes of and in
connection with this Agreement to the exclusive jurisdiction to the courts of
England.
IN WITNESS
whereof this Agreement has been executed by or on behalf of the parties hereto
the day and year first above written.
[In the
case of a company]
THE COMMON
SEAL of the Members'
Agent was
hereunto affixed in the presence of:
Director
Director/Secretary
[In the
case of a partnership]
SIGNED
SEALED AND DELIVERED
by a
partner duly authorised for and on
behalf of
the Members' Agent in the
presence
of:
[In the
case of a company]
THE COMMON
SEAL of the Managing
Agent was
hereunto affixed in the
presence
of:
Director
Director/Secretary
Schedule 3.
The Managing AgentÕs Agreement [(General)]
NOTE
THIS
AGREEMENT is made between:
(1) A
person who is or is about to become an underwriting member of LloydÕs as more
particularly identified in Recital (D) below (the ÒNameÓ); and
(2) An
underwriting agent which is listed as a managing agent on the register of
underwriting agents maintained at LloydÕs, as more particularly identified in
Recital (D) below (the ÒAgentÓ).
WHEREAS
(A) The
Name wishes to appoint the Agent to act as his managing agent in respect of the
underwriting business carried on by him as a member of a particular syndicate
at LloydÕs.
(B) (Where
the syndicate referred to in paragraph (A) above is not a Direct Syndicate (as
defined below)) the Name has entered into an agreement appointing an
underwriting agent to act as his membersÕ agent in respect of all or part of
his underwriting business at LloydÕs, and that membersÕ agent has entered into
a further agreement with the Agent under which provision is made for the
membersÕ agent on behalf of the Name to appoint the Agent to act as the NameÕs
managing agent in respect of certain of his underwriting business at LloydÕs on
the terms of this Agreement.
(C) (Where
the syndicate referred to in paragraph (A) above is a Direct Syndicate (as
defined below)) the Name has entered into an agreement appointing the Agent to
act as his membersÕ agent in respect of all or part of his underwriting
business at LloydÕs and providing for the appointment of the Agent to act as
his managing agent in respect of certain of his underwriting business at
LloydÕs on the terms of his Agreement.
(D) The
identity of the Name and the Agent are specified in the agreements referred to
in paragraph (B) above or (as the case may be) the agreement referred to in
paragraph (C) above.
NOW IT IS
AGREED as follows:
1. Interpretation
1.1 In
this Agreement, unless the context otherwise requires:
Òactive
underwriterÓ has the meaning given to it in the Underwriting Agents Byelaw (No.
4 of 1984, 101);
the ÒAgentÓ
includes, in the case of a partnership, any persons who are for the time being
carrying on, under whatever name or style, the business of that partnership,
and includes any Substitute Agent;
ÒAgentsÕ
AgreementÓ means an agreement between the Agent and the NameÕs MembersÕ Agent
in the form of the Standard AgentsÕ Agreement;
[ÒagentsÕ
syndicate listÓ has the meaning given in paragraph 1 of the Agency Agreements
Byelaw (No. 8 of 1988, 310);]
NOTE
ÒAgentsÕ
Syndicate ListÓ means (where the Managed Syndicate is not a Direct Syndicate)
the AgentsÕ Syndicate List referred to in the AgentsÕ Agreement, being a
schedule prepared in respect of a year of account and specifying (among other
things) in relation to the Managed Syndicate the NameÕs memberÕs syndicate
premium limit, the basis and level of the AgentÕs remuneration payable by the
Name and the amount to be paid to the NameÕs MembersÕ Agent by the Managing
AgentÕs Trustees in respect or on account of remuneration under clause 5(k)(ii)
[and where applicable, the formulae for ascertaining such syndicate premium
limit and remuneration];
NOTE
ÒAudited
Closed Year LossÓ means a loss ascertained at the closing of a year of account
of the Managed Syndicate, the amount of which is set out in an annual report
complying with the Syndicate Accounting Byelaw [(No. 18 of 1994)] in relation
to which the syndicate auditor has reported in the terms specified in paragraph
[(14(3)] of that byelaw;
NOTE
[ÒCentral
Fund contributionÓ means any contribution to the Central Fund made under any
general or special levy pursuant to the Central Fund Byelaw (No. 4 of 1986)
(including any contributions made under the Syndicate Premium Income Byelaw
(No. 6 of 1984, 201) but not any special contributions under any such agreement
as is referred to in paragraph 4 of the Membership, Central Fund and
Subscriptions (Miscellaneous Provisions) Byelaw (No. 16 of 1993, 514));]
NOTE
ÒclosedÓ in
relation to a year of account, means closed by reinsurance to close;
Òco-ordinating
agentÓ means a membersÕ agent appointed by an underwriting member of LloydÕs to
co-ordinate the administration of his affairs at LloydÕs in circumstances where
more than one membersÕ agent is obliged to provide services as a membersÕ agent
to that member;
the
ÒCouncilÓ means the Council of LloydÕs and includes its delegates and persons
by whom it acts;
ÒDirect
SyndicateÓ means a Managed Syndicate in respect of which the Agent acts as the
NameÕs membersÕ agent;
[ÒEquitasÓ,
ÒEquitas reinsurance contractÓ and Òthe Equitas schemeÓ have the meanings
respectively given in the Reconstruction and Renewal Byelaw (No. 22 of 1995,
519);]
NOTE
[ÒExcluded
NameÓ means an individual member of LloydÕs who:
(i) is
not underwriting for the 1999 year of account;
(ii) did
not accept the settlement offer made by LloydÕs under paragraph 8 of the
Reconstruction and Renewal Byelaw (No. 22 of 1995, 519); and
(iii) at 31
December 1998 had Specified Litigation Recoveries (as defined in any Premiums
Trust Deed executed by that member) held on his behalf by any firm of
solicitors or other person or by the MembersÕ AgentÕs Trustees (but where held
by the MembersÕ AgentÕs Trustees only if so held under and subject to clause
5(b) of the Schedule to that Premiums Trust Deed);
but
such person shall remain an Excluded Name only for so long as LloydÕs has not
amended his Premiums Trust Deed or Deeds into one of the forms prescribed by
the Council on 10 December 1998 (as amended from time to time);]
NOTE
[É];
NOTE
[the
ÒLloydÕs Arbitration SchemeÓ means any rules made or any scheme established
from time to time by a special resolution of the Council or by byelaw in
relation to the conduct of arbitrations;]
NOTE
ÒLPSOÓ [has
the meaning given to it in the Interpretation Byelaw (No. 1 of 1983, 500];
NOTE
ÒManaged
SyndicateÓ means a syndicate of which the Name is a member and in respect of
which the Agent is the managing agent;
Òmanaging
agentÓ means an underwriting agent which is listed as a managing agent on the
register of underwriting agents maintained under the Underwriting Agents Byelaw
(No. 4 of 1984, 101) and which is appointed by an underwriting member of
LloydÕs to provide services and perform duties of the same kind and nature as
those set out in this Agreement in respect of a particular syndicate;
[ÒManaging
AgentÕs AgreementÓ means an agreement between an underwriting member and a
managing agent in the terms of the Standard Managing AgentÕs Agreement
(Corporate Member) or in the same terms as this Agreement;]
NOTE
ÒManaging
AgentÕs TrusteesÓ means the trustees of the Premiums Trust Fund appointed by
the Agent in its capacity as the NameÕs managing agent pursuant to the Premiums
Trust Deed [or, where any Overseas Direction or Special Trust Direction
provides for the Agent in its capacity as the NameÕs managing agent to appoint
trustees, the trustees of the Overseas Fund or Special Trust Fund (as the case
may be) so appointed];
NOTE
[ÒMAPA
participationÓ means in relation to any member of a Managed Syndicate, a
Managed Syndicate and a MAPA, the amount of the memberÕs syndicate premium
limit of that member allocated to the syndicate through a MAPA operated by the
membersÕ agent of that member as ascertained in accordance with the formula
specified in an agentsÕ syndicate list prepared by that membersÕ agent;]
NOTE
ÒmembersÕ
agentÓ means an underwriting agent which is listed as a membersÕ agent on the
register of underwriting agents maintained under the Underwriting Agents Byelaw
(No. 4 of 1984, 101) and which is appointed by an underwriting member of
LloydÕs to provide services and perform duties of the same kind and nature as
those set out in the Standard MembersÕ AgentÕs Agreement;
[ÒmembersÕ
agent pooling arrangementÓ or ÒMAPAÓ means an arrangement of the kind described
in paragraph 10 of the Agency Agreements Byelaw (No. 8 of 1988, 310) operated
by a membersÕ agent;]
NOTE
ÒMemberÕs
AgentÕs AgreementÓ means an agreement between the Name and a membersÕ agent in
the form of the Standard MembersÕ AgentÕs Agreement;
ÒMembersÕ
AgentÕs TrusteesÓ means the trustees for the time being of [an Old Premiums
Trust Deed] designated thereunder as MembersÕ AgentÕs Trustees thereof;
NOTE
[ÒMembership
AgreementÓ means an agreement between a member of the Society which is not an
individual and the Council in the form of the agreement for the time being
prescribed by the Council pursuant to paragraph 3 of the Membership Byelaw (No.
17 of 1993, 111) as a requirement of admission to membership of the Society;]
NOTE
ÒmemberÕs
syndicate premium limitÓ has the meaning given to it in the Membership Byelaw
[(No. 17 of 1993)];
NOTE
ÒNameÓ
includes [(i)] the NameÕs executors or administrators, trustees in bankruptcy
and any receiver appointed under the Mental Health Act 1983 and any person
performing similar functions in any jurisdiction [(ii)] on the dissolution of a
Scottish Limited Partnership, any general partner];
NOTE
ÒNameÕs
MembersÕ AgentÓ means, in relation to a Managed Syndicate which is not a Direct
Syndicate, the membersÕ agent through the agency of which the Name enters into
this Agreement or such other membersÕ agent as may for the time being be
designated by the Name (or, in the case of a Substitute Agent, by the Council)
as being appointed to act as the NameÕs membersÕ agent in respect of the
Managed Syndicate;
[ÒNameÕs
MembersÕ AgentÕs TrusteesÓ means the trustees of any Old Premiums Trust Deed of
the Name which have been designated as the MembersÕ AgentÕs Trustees in regard
to the NameÕs MembersÕ Agent (or, in the case of a Direct Syndicate, in regard
to the Agent in its capacity as the NameÕs membersÕ agent);]
NOTE
[ÒNew
Central FundÓ means the New Central Fund referred to in the New Central Fund
Byelaw [[(No. 23 of 1996, 522)]] and any other assets expressed to be held as
part of the New Central Fund;
[[É]]
ÒNew
Central Fund contributionÓ means any contribution to the New Central Fund made
under any general or special levy pursuant to the New Central Fund Byelaw
[[(No. 23 of 1996, 522)]] (including any contributions made under the Syndicate
Premium Income Byelaw (No. 6 of 1984, 201) but not any special contributions
under any such agreement as is referred to in paragraph 4 of the Membership,
Central Fund and Subscriptions (Miscellaneous Provisions) Byelaw (No. 16 of
1993, 514));]
NOTE
[ÒNew
Premiums Trust DeedÓ means the form or forms of Premiums Trust Deed executed or
to be executed by the Name and applying in respect of the Underwriting where
the Name is not, or has ceased to be, an Excluded Name, being in a form
approved by the Council on 2 October or 10 December 1998 (in each case as
amended from time to time);
ÒOld
Premiums Trust DeedÓ means:
(i) the
form or forms of Premiums Trust Deed executed by the Name and applying in
respect of the Underwriting if (and for so long as) the Name is an Excluded
Name; and
(ii) where
the Name is not an Excluded Name and is underwriting for the 1999 year of
account, the form or forms of Premiums Trust Deed executed by the Name and
applying in respect of the Underwriting (or any part of it) unless and until
amended into one of the forms prescribed by the Council on 10 December 1998 (as
amended from time to time) or into a form which provides for the Premiums Trust
Fund held under it to be held on trust to transfer to the trust fund held under
a New Premiums Trust Deed;]
NOTE
Òoverall
premium limitÓ has the meaning given to it in the Membership Byelaw (No. 9 of
1984);
[ÒOverseas
DirectionÓ has the meaning given in the Old Premiums Trust Deed;
ÒOverseas
FundÓ means a Premiums Trust Fund constituted or regulated or to be constituted
or regulated by an Overseas Direction;]
NOTE
[ÒPremiums
Trust DeedÓ means a trust deed (other than a Special Trust Direction or an
Overseas Direction) executed or to be executed by each of the Names, in a form
for the time being required by the Council and approved by the Treasury (or its
predecessor, the Secretary of State), for the purposes of section 83 of the
Insurance Companies Act 1982 and constituting the Premiums Trust Fund;]
NOTE
ÒPremiums
Trust FundÓ means the trust fund [or funds] to which all premiums received by
or on behalf of the Name in respect of the Underwriting are required to be
transferred by section 83 of the Insurance Companies Act 1982;
NOTE
ÒProvisional
InsurerÓ has the meaning given to it in clause 8.2;
ÒRegulating
TrusteeÓ means the Society or such other person as the Council may under any
New Premiums Trust Deed, appoint to act as Regulating Trustee (as defined in
that deed) acting in its capacity as Regulating Trustee;]
NOTE
Òreinsurance
to closeÓ has the meaning given to it in the Syndicate Accounting Byelaw (No.
[18 of 1994, 326]);
NOTE
[Òrun-off
managerÓ has the meaning given to it in the Underwriting Agents Byelaw (No. 4
of 1984, 101);]
NOTE
[the
ÒSocietyÓ means the Society incorporated by LloydÕs Act 1871 by the name of
LloydÕs;]
NOTE
[ÒSpecial
Trust DirectionÓ has the meaning given in the New Premiums Trust Deed;
ÒSpecial
Trust FundÓ means a Premiums Trust Fund constituted or regulated or to be
constituted or regulated by a Special Trust Direction;]
NOTE
ÒStandard
AgentsÕ AgreementÓ means the form of agreement between a membersÕ agent and a
managing agent prescribed by the Agency Agreements Byelaw (No. 8 of 1988, 310);
ÒStandard
MembersÕ AgentÕs AgreementÓ means the form of agreement between an underwriting
member of LloydÕs and membersÕ agent prescribed by the Agency Agreements Byelaw
(No. 8 of 1988, 310);
ÒSubstitute
AgentÓ means a person appointed by the Council to act as agent for an
underwriting member of LloydÕs under the Substitute Agents Byelaw (No. 20 of
1983, 300);
ÒsyndicateÓ
means a group of underwriting members of LloydÕs underwriting insurance
business at LloydÕs through the agency of a managing agent to which a
particular syndicate number is assigned by the Council;
Òsyndicate
allocated capacityÓ has the meaning given to it in the Syndicate Premium Income
Byelaw (No. 6 of 1984, 201);
ÒSyndicate
and Arbitration AgreementÓ means an agreement in the form set out in Schedule 2
to this Agreement;
ÒSyndicate
ListÓ means (in the case of a Direct Syndicate) the Syndicate List referred to
in the MembersÕ AgentÕs Agreement between the Name and the Agent, being a
schedule prepared in respect of a year of account and specifying (among other
things) in relation to that Direct Syndicate and the NameÕs memberÕs syndicate
premium limit and the basis and level of the AgentÕs remuneration [and where
applicable, the formulae for ascertaining such syndicate premium limit and remuneration];
NOTE
[ÒTreasuryÓ
means Her MajestyÕs Treasury (or such other authority as has for the time being
succeeded to its functions under section 83 of the Insurance Companies Act
1982);]
NOTE
ÒUnderwritingÓ
means the business of underwriting and all related activities carried on by the
Name and the other members of the Managed Syndicate at LloydÕs as members of
the Managed Syndicate; and
ÒyearÓ
means a calendar year, except when used to refer to a year of account.
1.2 (a)
For the purpose only of interpreting references in this Agreement to a
syndicate and like expressions, and subject always to clause 17.2, unless the
context otherwise requires:
(i) the
several groups of underwriting members of LloydÕs to which in successive years
a particular syndicate number is assigned by the Council shall be treated as
the same syndicate, notwithstanding that they may not comprise the same
underwriting members with the same individual participations (and where two or
more numbers are assigned to a group of underwriting members, the number which
appears first in the list of syndicates published by the Council and specified
by the Council for the purposes of this paragraph shall be the number taken
into account for the purposes of this paragraph); and
(ii) references
to assets or liabilities of a member of a syndicate, or to anything done by or
to a member or a syndicate or by or to any person on his behalf, shall be
construed as references to assets employed or liabilities incurred by him, or
to things done by or to him or such other person on his behalf, in the course
of or in relation to the underwriting business carried on by him through the
syndicate.
(b) Where
a managing agent manages two or more syndicates which comprise the same
underwriting members participating in the same proportions and the managing
agent, in accordance with the Syndicate Accounting Byelaw [(No. 18 of 1994)],
groups those syndicates together and treats them as a single syndicate for the
purposes of that byelaw, those syndicates shall also be treated as a single
syndicate for the purposes of this Agreement.
NOTE
[1.2A For
the purpose only of interpreting references in this Agreement to membersÕ agent
pooling arrangements, MAPA participations, participating in a Managed Syndicate
through a MAPA and like expressions, and subject always to clause 17.2, unless
the context otherwise requires:
(a) the
members of a Managed Syndicate for whom the NameÕs MembersÕ Agent also acts as
membersÕ agent and whose MAPA participations are specified in the AgentsÕ
Syndicate List together with the NameÕs MAPA participation shall be treated as
belonging to the same MAPA as the Name;
(b) where
a membersÕ agent other than the NameÕs MembersÕ Agent has delivered an agentsÕ
syndicate list in respect of a year of account in relation to members of a
Managed Syndicate specifying such membersÕ MAPA participations, then each of
those members shall be treated as belonging to the same MAPA as each other;
(c) where
the Name participates in a syndicate through more than one membersÕ agent and
where his MAPA participations are set out in more than one agentsÕ syndicate
list then he shall be treated as belonging to a separate MAPA in relation to
each such list;
(d) where
in respect of any year of account the Name or any member of a Managed Syndicate
belongs to a MAPA he and they may be said to be participating in that syndicate
ÒthroughÓ that MAPA and the membersÕ agent which arranged such participation
may be said to be ÒoperatingÓ that MAPA; and
(e) where
in any year of account the NameÕs MembersÕ Agent or a membersÕ agent which acts
as such for members of the Managed Syndicate operates [more than one] MAPAs,
and whether or not each such MAPA comprises the same underwriting members and
whether or not such members have the same MAPA participations in relation to
each such MAPA, then those MAPAs shall be treated as separate MAPAs.]
NOTE
[1.2B For
the purpose only of interpreting references in this Agreement to underwriting
for the 1999 year of account and like expressions, if the Name has duly
executed or is to execute a Premiums Trust Deed in the form prescribed by the
Council on 2 October 1998 which form has also been or will be duly executed by
LloydÕs he shall be treated as underwriting for the 1999 year of account.]
NOTE
1.3 For
the purposes of this Agreement:
(a) a
person is connected with the Agent if that person is controlled by:
(i) the
Agent;
(ii) if
the Agent is a partnership, any partner for the time being in the Agent;
(iii) if
the Agent is a body corporate, any person who controls the Agent;
(b) a
person controls another person if:
(i) where
the other person is a body corporate, he, either alone or with any associate or
associates, is entitled to exercise, or control the exercise of, 15 per cent.
or more of the voting power at any general meeting of the body corporate or
another body corporate of which it is a subsidiary;
(ii) where
the other person is a partnership:
(aa) the partners are
accustomed to act in accordance with his directions or instructions, either
alone or with those of any associate or associates (disregarding advice given
in a professional capacity); or
(bb) he, either alone
or with any associate or associates, is entitled to exercise, or control the
exercise of, 15 per cent. or more of the voting power at any meeting of the
partners;
and
for the purposes of this paragraph:
(A) ÒassociateÓ,
in relation to any person, means that personÕs wife, husband or minor child or
step-child, any body corporate of which that person is a director, any person
who is an employee or partner of that person and, if that person is a body
corporate, any subsidiary of that body corporate and any employee of any such
subsidiary; and
(B) ÒsubsidiaryÓ
has the meaning given to it by section 736 of the Companies Act 1985.
1.4 No
provision of this Agreement shall have effect to the extent that it is contrary
to LloydÕs Acts 1871 to 1982 or to any requirement of the Council which is for
the time being applicable to the Name as a member of LloydÕs or to the Agent.
1.5 References
in this Agreement to requirements of the Council are to any requirement imposed
by any byelaw or regulation made under LloydÕs Acts 1871 to 1982, any condition
or requirement imposed or direction given under any such byelaw or regulation,
any direction given under section 6 of LloydÕs Act 1982, any requirement
imposed by or under any undertaking given by the Name to LloydÕs or to the
Council and any other requirement imposed or direction given by the Council
under LloydÕs Acts 1871 to 1982; and the phrase Òrequired by the CouncilÓ and
similar phrases shall be construed accordingly.
1.6 Any
reference in this Agreement to an enactment, byelaw or regulation is a
reference to it as already amended and includes a reference to any repealed
enactment or any revoked byelaw or regulation which it may re-enact, with or
without amendment, and to any future re-enactment or amendment of it.
1.7 The
headings in this Agreement shall not affect its interpretation.
1.8 This
Agreement applies separately to each Managed Syndicate.
[1.9 If
the Name participates in a Managed Syndicate both by virtue of the agreement or
agreements referred to in the recitals to this Agreement and by reason of an
agreement in the form of the Standard Managing AgentÕs Agreement (Corporate
Member) entered into by the Name and the Managing Agent, this Agreement shall
in its application to that managed Syndicate extend only to the NameÕs
participation by virtue of the agreement or agreements referred to in the
recitals to this Agreement and shall be construed accordingly.]
NOTE
2. Appointment
of the Agent
The
Name hereby appoints the Agent, and the Agent hereby agrees, to provide the
services and perform the duties set out in this Agreement in respect of the
Underwriting.
3. Services
to be provided by the Agent
The
Agent shall carry out the Underwriting on behalf of the Name and the other
members of the Managed Syndicate and in particular (but without limitation)
shall:
Underwriting
(a) determine
the underwriting policy of the Managed Syndicate;
(b) appoint
and supervise the active underwriter [or the run-off manager (as the case may
be)] of the Managed Syndicate and associated underwriting, claims,
administrative and accounting staff (but so that the acts and omissions of the
active underwriter [or the run-off manager (as the case may be)] and of such
staff shall for all purposes of this Agreement be treated as acts and omissions
of the Agent);
NOTE
(c) accept
risks on behalf of the Managed Syndicate;
(d) determine
the policy of the Managed Syndicate in relation to reinsurance and, if the
Agent considers that the Managed Syndicate should adopt a reinsurance
programme, effect and manage the reinsurance programme of the Managed
Syndicate;
(e) settle
and pay claims on behalf of the Managed Syndicate;
(f) subject
to [[clauses 9.4 and 9.5]] [and the proviso to clause 5] determine the premium
for, and effect, the reinsurance to close for the Managed Syndicate in respect
of each year of account;
NOTE
Premiums
Trust Fund
[(g) perform its
functions under the Premiums Trust Deed or Deeds and any Overseas Direction or
Special Trust Direction applicable in respect of the Underwriting or other
trust fund required or permitted to be maintained by the Name in connection
with the Underwriting including (without limitation) the appointment of any
Managing AgentÕs Trustees;
(h) manage
the investment of the monies and other assets held on behalf of the Name by or
under the control of any Managing AgentÕs Trustees or any trustees of any
Overseas Direction or Special Trust Direction or other trust fund required or
permitted to be maintained by the Name in connection with the Underwriting and
subject to the direction of the Agent;]
NOTE
(i) (if
the Managed Syndicate is not a Direct Syndicate) direct the Managing AgentÕs
Trustees, subject to any applicable requirements of the Council, from time to
time to pay to the NameÕs MembersÕ Agent such sums in respect or on account of
the remuneration payable by the Name to the NameÕs MembersÕ Agent as are specified
in [, or ascertained in accordance with formulae specified in] the AgentsÕ
Syndicate List;
NOTE
[(j) direct
the Managing AgentÕs Trustees or other relevant trustees to pay the profits of
the Underwriting to the NameÕs MembersÕ AgentÕs Trustees or to the Regulating
Trustee or to hold them subject to the direction of the NameÕs MembersÕ Agent
or the Regulating Trustee, as the case may be, in accordance with clause 9.3;]
NOTE
Accounts
and audit
(k) appoint
auditors for the Managed Syndicate in accordance with the requirements of the
Council;
(l) prepare
and send to the NameÕs MembersÕ Agent or (in the case of a Direct Syndicate) to
the Name and to LloydÕs such annual reports, personal accounts and other
reports and documents in respect of the Managed Syndicate as are for the time
being required by the Council to be so prepared and sent;
Regulation
(m) take such
action as is required of, or appropriate for, a managing agent in advising or
assisting the Name as to compliance, or itself complying on behalf of the Name,
with all laws, byelaws, regulations, rules, codes of practice, conditions and
requirements applicable to the Name in connection with the Underwriting and in
particular (but without limitation) the Agent shall, so far as lies within its
control and is appropriate for a managing agent, ensure the completion,
execution and timely submission to LloydÕs and to other competent authorities
of all deeds, agreements, schedules, returns and other documents required to be
so submitted in connection with the Underwriting;
(n) comply
with the requirements for the time being of the Council in relation to the
preparation and filing of syndicate constitutions in relation to the Managed
Syndicate;
Taxation
(o) carry
out in relation to taxation matters connected with the Underwriting such
functions as are required by the Income and Corporation Taxes Act 1988, the Tax
Acts (as defined in section 831 of that Act), [the Taxation of Chargeable Gains
Act 1992] and the Taxes Management Act 1970 and any regulations made under any
of those Acts or are otherwise appropriate for a managing agent and use its
reasonable endeavours to ensure compliance by the Name with any law or
regulation of any foreign jurisdiction relating to taxation and applicable to
the Underwriting [[, including by exercising any power the Agent may have under
any Premiums Trust Deed, Overseas Direction or Special Trust Direction to
direct payment of amounts due in respect of or in connection with such
taxation]]; and
NOTE
Run-off
(p) run
off the business of the Managed Syndicate in respect of any year of account
until such time as the liabilities arising out of that business are covered by
reinsurance to close.
4. Duties
of the Agent
4.1 The
Agent undertakes to the Name [, subject to clause 4.3(e),] that it will comply
with LloydÕs Acts 1871 to 1982 and with the requirements of the Council, and
will have regard to the codes of practice from time to time promulgated or made
by the Council, which are applicable to it as a managing agent at LloydÕs.
NOTE
4.2 In
providing services, performing its duties and exercising its powers under this
Agreement the Agent shall:
Duties of
care and skill
(a) use
such skill, care and diligence as could reasonably be expected of a managing
agent carrying on business at LloydÕs and as is necessary for the proper
provision of services, performance of duties and exercise of powers by it under
this Agreement.
Fiduciary
duties
(b) act
in what it believes to be the interest of the Name and not allow its personal
interest to conflict with the obligations owed by it to the Name under this
Agreement;
(c) account
to the Name for any gain or profit it receives directly or indirectly in
connection with the performance of this Agreement otherwise than as expressly
permitted or contemplated by this Agreement;
(d) make
full disclosure to the Name of any interests it may have or any duties it may
owe which could give rise to a conflict of interest or duty in the performance
of this Agreement;
Property
and monies of the Name
(e) [Irrespective
of any disciplinary or other action in respect thereof which may be taken by or
under the authority of the Council under any byelaw, failure by the Agent to
comply with any one or more of the Core Principles for Underwriting Agents set
out in Schedule 2 to the Core Principles Byelaw (No. 34 of 1996, 330) shall not
of itself give rise to any right of action by the Name for breach of clause 4.1
or affect the validity of any transaction; but this paragraph shall not affect
any liability of the Agent otherwise arising out of the same act or omission of
the Agent whether in respect of breach of any other provision of this
Agreement, other breach of contract, tort or otherwise;]
NOTE
(f) at
all times keep any property which it receives or controls on behalf of the Name
separate from its own property;
[(g) forthwith
pay all premiums and other monies received by it on behalf of the Name in
connection with the Underwriting and all monies required by any Premiums Trust
Deed, Overseas Direction or Special Trust Direction or other trust fund
required or permitted to be maintained by the Name in connection with the
Underwriting or by law to be so paid by it into a trust account of the Managing
AgentÕs Trustees or of any other trustee of the relevant Overseas Fund or
Special Trust Fund or other trust fund (as the case may be) to be held by the
relevant trustees subject to the relevant trusts;
(h) cause
to be placed on deposit or otherwise applied in accordance with the provisions
of the relevant trusts all monies standing to the credit of the trust accounts
of the Managing AgentÕs Trustees or of the trustees of any Overseas Fund or
Special Trust Fund or other trust fund required or permitted to be maintained
by the Name in connection with the Underwriting which are subject to the
direction of the Agent and, in the opinion of the Agent, are not currently
required for the satisfaction of claims, outgoings and expenses and other
amounts which can, under the terms of the relevant trusts, be paid from the Premiums
Trust Fund, Overseas Fund or Special Trust Fund or other trust fund (as the
case may be);]
NOTE
Information
and reporting
(i) [subject
to paragraph (jb) below] disclose to the NameÕs MembersÕ Agent or (in the case
of a Direct Syndicate) the Name in good time any information in its possession
relating to the Managed Syndicate and its activities, or any developments in
respect of those activities, which could reasonably be expected to influence
the Name in deciding whether to become or remain a member of the Managed
Syndicate or to increase or reduce his participation in the Managed Syndicate,
and use its reasonable endeavours to obtain any such information;
(j) without
prejudice to paragraph (i) above [but subject to paragraph (jb) and to
paragraph (d) of clause 4.3], promptly inform the NameÕs MembersÕ Agent or (in
the case of a Direct Syndicate) the Name if a decision is made by or on behalf
of the Agent to allow a year of account of a Managed Syndicate to remain open
after the date as at which it would normally have been closed (in which event
the Agent shall also inform the NameÕs MembersÕ Agent or, as the case may be,
the Name of the reasons for that decision);
NOTE
[(ja) comply with the
requirements of the Council for the time being in relation to the holding of
meetings of, among others, the members of the Managed Syndicate;]
NOTE
[(jb) comply with the
requirements of the Council (including requirements prescribing, restricting or
regulating the disclosure or dissemination of information) directed to ensuring
compliance with Part V of the Criminal Justice Act 1993, any other enactment
for the time being in force relating to insider dealing and the requirements of
the International Stock Exchange of the United Kingdom and the Republic of
Ireland Limited or of any other stock exchange or investment exchange relating
to the dissemination or publication of information affecting securities listed,
quoted or traded on that exchange;]
NOTE
Systems of
control, record keeping and disclosure
(k) establish
and maintain adequate and effective systems and control procedures (including,
if appropriate, data processing controls and procedures) for:
(i) monitoring
and controlling the premium income of the Managed Syndicate;
(ii) managing
the cash flow of the Managed Syndicate;
and
otherwise in connection with the operation of the Managed Syndicate and of such
part of the Premiums Trust Fund as is held by or under the control of in the
Managing AgentÕs Trustees;
(l) manage
and control the expenses of the Managed Syndicate;
(m) establish
and maintain proper procedures in connection with the assessment of reinsurance
security;
(n) (i)maintain
accounting, statistical and other records relating to the Managed Syndicate in
accordance with the requirements for the time being of the Council;
[(ii)maintaining
accounting and other records relating to such part of the Premiums Trust Fund,
any Overseas Fund or Special Trust Fund or other trust fund required or
permitted to be maintained by the Name in connection with the Underwriting as
is held by or under the control of the Managing AgentÕs Trustees or is subject
to the direction of the Agent sufficient to show and explain all receipts into
and payments out of, and all transactions affecting, that part of the relevant trust
fund;]
NOTE
(iii)upon
request during usual business hours make available and (upon payment of a
reasonable charge) provide copies of the records referred to in sub-paragraphs
(i) and (ii) above to the Name, the NameÕs MembersÕ Agent, any co-ordinating
agent appointed by the Name or the professional advisers of any of the
foregoing, provided that (if the Managed Syndicate is not a Direct Syndicate)
the Agent shall not be obliged to make available or provide copies of any
records to the Name or his professional advisers unless the Name has requested
and failed within a reasonable time to obtain copies of those records from the
NameÕs MembersÕ Agent;
provided
however that the records referred to in sub-paragraphs (i) and (ii) above shall
be the property of the Agent; and
(o) if
the Name has formulated a claim against:
(i)the
Agent relating in whole or in part to the performance of the AgentÕs duties
under this Agreement, or
(ii)if
the Managed Syndicate is not a Direct Syndicate, the NameÕs MembersÕ Agent
relating in whole or in part to the performance of the NameÕs MembersÕ AgentÕs
duties under the MembersÕ AgentÕs Agreement between the Name and it,
disclose
to the Name upon request all documents and information stored on computer
records in its possession or under its control which are or may be relevant to
any issue arising or likely to arise in connection with such claim and (upon
request and payment of a reasonable charge) provide to the Name copies of those
documents and memoranda in legible form of such information, provided that the
Agent shall not be obliged to disclose to the Name any document or information
unless (A) the Agent could be compelled to produce that document or information
in the course of proceedings instituted by the Name in relation to any such
claim and (B) (if the Managed Syndicate is not a Direct Syndicate) the Name has
requested and failed within a reasonable period to obtain disclosure of that
document or information from the NameÕs MembersÕ Agent.
4.3 (a) The
Agent shall not be treated as contravening paragraph (b) of clause 4.2 because
of the existence of a personal interest if the existence, nature and extent of
that interest have been fully disclosed to the Name in writing and the Name has
agreed that the Agent may continue to act for him despite that interest.
(b) Paragraph
(c) of clause 4.2 shall not oblige the Agent to account to the Name for any
gain or profit if the existence, nature and extent of that gain or profit have
been fully disclosed to the Name in writing and the Name has agreed that it may
be retained by the Agent.
[(ba) The
Agent shall not be treated as contravening paragraph (b) of clause 4.2 and
paragraph (c) of that clause shall not oblige the Agent to account to the Name
for any gain or profit made by it in any case where the Agent from time to time
applies any part of the Premiums Trust Fund (in accordance with the relevant
Premiums Trust Deed) to purchase any tangible fixed asset or any interest in a
tangible fixed asset, provided that the Agent has complied, and continues to
comply, with any requirements of the Council relating to the relevant
purchase.]
NOTE
(c) Paragraph
(d) of clause 4.2 shall not require the Agent to disclose to the Name the fact
that it is acting as a managing agent for underwriting members of LloydÕs other
than the Name.
[(d) In
relation to a Direct Syndicate in which the Name participates through a MAPA
operated by the Agent and not otherwise, the Agent shall be treated as
complying with paragraph (j) of clause 4.2 if it informs the Name of the
decision referred to in that paragraph in the next following [[MAPA brochure
sent to the Name in accordance with any requirements made by the Council under
the Core Principles Byelaw (No. 34 of 1996, 330) and any other powers so
enabling.]]
NOTE
[(e) Irrespective
of any disciplinary or other action in respect thereof which may be taken by or
under the authority of the Council under any byelaw, failure by the agent to
comply with any one or more of the Core Principles for Underwriting Agents
published by the LloydÕs Regulatory Board on 2 February 1996 (as for the time
being amended and whether or not established by or under any byelaw or
regulation) shall not of itself give rise to any right of action by the Name or
affect the validity of any transaction.]
NOTE
[4.3A No
transaction, arrangement, relationship, act or event (whether or not directly
involving the Agent) which would or might otherwise be regarded as constituting
or giving rise to a contravention of any obligation of the Agent under
paragraph (b) or (d) of clause 4.2 or under any corresponding obligation
implied by law in relation to conflicts of duty or interest, or as requiring
the Agent to account to the Name for any gain or profit such as is referred to
in paragraph (c) of that clause, shall be regarded as constituting such a
contravention or as giving rise to any such obligation to account if the
transaction, arrangement, relationship, act or event arises or occurs:
(a) in
circumstances specified by the Council under paragraph 3(4) of the Agency
Agreements Byelaw (No. 8 of 1988); and
(b) in
compliance with any applicable conditions and requirements prescribed by the
Council under that paragraph.]
NOTE
[4.4
In providing services, performing duties and exercising its powers under this
Agreement the Agent shall not make any arrangement, take any step or enter into
any transaction in relation to the Managed Syndicate which requires approval
and which has not been approved at a duly convened meeting held for the purpose
of considering such arrangement, step or transaction [[or, if so required or
permitted by the requirements of the Council, by written approval given by or
on behalf of members of the syndicate in accordance with those requirements]].]
NOTE
5. Powers of
the Agent
The
Name hereby authorises the Agent to exercise on his behalf such powers as are
necessary or expedient for the provision by the Agent of the services and the
performance by the Agent of the duties set out in this Agreement including
(without limitation) the power:
Underwriting
(a) to
conduct the Underwriting subject to the provisions of clauses 4.1 and 4.2 but
otherwise in such manner as the Agent in its sole discretion sees fit;
(b) to
enter into contracts of insurance on behalf of the Name and the other members
of the Managed Syndicate;
(c) without
prejudice to paragraph (d) below, to enter on behalf of the Name and the other
members of the Managed Syndicate into contracts to reinsure any risks insured
by any contract entered into under paragraph (b) above;
[(ca) where some but not all
of the members of the Managed Syndicate for a year of account (including, if
applicable, the Name) are authorised under the law of a particular state,
province or territory, to accept risks in that state, province or territory:
(i) to
accept on their behalf risks which the other members are not so authorised to
accept and to reinsure such risks on their behalf with the other members,
provided in either case that there exist, or the Agent effects pursuant to
sub-paragraph (ii) below, adequate arrangements (whether by way of retrocession
or otherwise) to ensure so far as possible that such insurance and reinsurance
of those risks confers no relative practical advantage or detriment on any of
the members of one group in relation to any of the members of the other group;
and
(ii) to
enter into any such arrangements as are referred to in sub-paragraph (i) above
on behalf of any of the members of the Managed Syndicate affected;]
NOTE
(d) on
behalf of the members of the Managed Syndicate for a year of account (Òthe
earlier yearÓ) including, if applicable, the Name (Òthe reinsured membersÓ) and
on behalf of the members of the Managed Syndicate for the next succeeding or
any later year of account (Òthe later yearÓ), including, if applicable, the
Name (Òthe reinsuring membersÓ), to effect in accordance with clause 9 a
contract of reinsurance to close under which:
(i) the
reinsuring members agree to indemnify the reinsured members against all known
and unknown liabilities of the reinsured members arising out of insurance
business underwritten through the Managed Syndicate and allocated to the
earlier year; and
(ii) the
reinsured members assign to the reinsuring members all the rights of the
reinsured members arising out of or in connection with that insurance business
(including without limitation the right to receive all future premiums,
recoveries and other monies receivable in connection with that insurance
business);
and
to debit the reinsured members and credit the reinsuring members with such
reinsurance premium in respect of the reinsurance to close as the Agent,
subject to any requirements of the Council, thinks fair;
[provided
that, if under or for the purposes of the Equitas scheme provision is made for
an arrangement under which:
(i) some
of the liabilities of the members of the Managed Syndicate allocated to a year
of account are reinsured by Equitas under an Equitas reinsurance contract; and
(ii) the
remaining liabilities of the members of the Managed Syndicate allocated to that
year of account are reinsured by such a contract as is described in this
paragraph (d);
to
be regarded as a reinsurance to close for the purposes of the requirements of
the Council, this paragraph (d) shall apply in respect of these liabilities
which are not the subject of an Equitas reinsurance contract notwithstanding
that those liabilities do not constitute all the liabilities of the members of
the Managed Syndicate allocated to the year of account in question.]
NOTE
[(da) without prejudice to
paragraph (d), where the Managed Syndicate for a year of account consists only
of a single corporate member, on behalf of the member of the Managed Syndicate
to close the year of account in accordance with the provisions of clause 9.2A;]
NOTE
(e) to
determine (subject to any requirements of the Council) to which year of account
the benefit and burden of any contract of insurance should belong, irrespective
of the date of acceptance of a risk or the signing of a policy;
(f) to
settle or compromise claims, whether or not such claims are in the opinion of
the Agent legally enforceable;
(g) to
enter into arrangements which the Agent considers will or may avoid or reduce
any liability in respect of a claim;
(h) to
collect all premiums and other monies, whether paid in cash or credited by book
entry or otherwise, which are due to the Name in connection with the
Underwriting;
(i) generally
to enter into such contracts and arrangements as are necessary or expedient for
the purposes of or in connection with the Underwriting or the discharge of any
of the functions of the Agent under this Agreement or the
Premiums
Trust Deed [, any Overseas Direction, Special Trust Direction or deed governing
any other trust fund required or permitted to be maintained by the Name in
connection with the Underwriting] and for this purpose to incur and discharge
or cause to be discharged such expenses as are necessary and reasonable;
NOTE
Premiums
Trust Fund
(j) [(i)]to
apply or cause to be applied any monies or other assets of the Name under its
control in or towards the satisfaction of claims and necessary and reasonable
expenses and outgoings made or incurred in connection with the Underwriting
[and other amounts which can, under the terms of the relevant trusts, be paid
from the Premiums Trust Fund, Overseas Fund or Special Trust Fund or other
trust fund required or permitted to be maintained by the Name in connection
with the Underwriting in accordance with the provisions of the relevant deed;
and
(ii)to
direct the Managing AgentÕs Trustees or trustees of any other fund referred to
in sub-paragraph (i) to apply assets held by or under their control and subject
to the direction of the Agent to pay such claims, expenses, outgoings or other
amounts on behalf of the Name or, so far as permitted by the governing deed, to
provide security for the purposes of or in connection with such payments;]
provided
that if the Managed Syndicate is a Direct Syndicate this power, so far as it
relates to monies or assets forming part of the Personal Reserve [Sub-Fund] (as
defined in the MembersÕ AgentÕs Agreement between the Name and the Agent) shall
not be exercisable [, save as otherwise permitted by the Council in connection
with the operation of any Overseas Fund or Special Trust Fund,] unless the Name
has first been supplied:
(i) if
the relevant monies or assets are to be applied in satisfaction of an Audited
Closed Year Loss, with an audited annual report prepared as at the date at
which the relevant year of account was closed;
(ii) in
any other case, with a statement signed by the Agent, accompanied by a report
signed by the auditors of the Managed Syndicate, complying with clause 7.1(b);
NOTE
(k) to
direct the Managing AgentÕs trustees [or other trustees referred to in paragraph
(j)] from time to time to pay out of the monies held by them or under their
control and subject to the trusts of the Premiums Trust Deed [or other relevant
deed]:
(i) all
or any part of the fee and commission payable to the Agent under clause 6; and
(ii) such
sums in respect or on account of the remuneration payable by the Name to the
NameÕs MembersÕ Agent as are specified in the AgentsÕ Syndicate List or, in the
case of a Direct Syndicate, such sums in respect or on account of the
remuneration payable by the Name to the Agent in its capacity as the NameÕs
membersÕ agent as the Name and the Agent shall from time to time agree;
NOTE
(l) to
exercise as the Agent shall think fit all such powers, authorities and
discretions [of the Agent] as are referred to in [, or apply by law in relation
to,] the Premiums Trust [Fund, any Overseas Fund, any Special Trust Fund or any
other trust fund required or permitted to be maintained by the Name in
connection with the Underwriting with regard to blending, investing in and
acquiring assets, dealing in and realising assets and severing or apportioning
blended assets comprised in any one of those funds;]
NOTE
[(la) to retain and
apply income which is held in trust absolutely for the Name pursuant to clause
13(a) of an Old Premiums Trust Deed or 16(a) of a New Premiums Trust or any
corresponding provision of any Overseas Direction or Special Trust Direction as
if it were a part of the Premiums Trust Fund, Overseas Fund or Special Trust
Fund from which it has been excluded by the terms of the relevant clause or
provision and so that the Agent shall have the same powers, direction and
authorities in relation to such income as it would were that income still held
as part of the relevant Premiums Trust Fund, Overseas Fund or Special Trust
Direction;]
NOTE
Borrowing
and financial transactions
(m) to borrow
money or cause the Managing AgentÕs Trustees [or other trustees referred to in
paragraph (l)] in accordance with the provisions of the Premiums Trust Deed [or
other relevant deed] to borrow or raise money for the purpose of meeting any
claims or any necessary and reasonable expenses or outgoings made or incurred
in connection with the Underwriting [or other amounts which may be paid from
the relevant trust fund under the terms of the governing deed or for such other
purposes as may be permitted under the terms of the governing deed] in such
amounts, on such terms and from such persons (including the Agent) as the Agent
considers appropriate, provided that any borrowing from the Agent or from any
person or persons who is or are connected with the Agent shall be made on
reasonable commercial terms;
NOTE
[(n) to cause
the Managing AgentÕs Trustees or other trustees referred to in paragraph (j) to
borrow money from, or lend money to, other members of LloydÕs or the trustees
of any Overseas Fund, Special Trust Fund or Premiums Trust Fund, subject to and
in accordance with the provisions of the Premiums Trust Deed or other relevant
governing deed;
(na) to cause the
Managing AgentÕs Trustees or other trustees referred to in paragraph (j) to
deposit money with, or lend money to, the Society, or any company which is a
subsidiary of the Society or Additional Securities Limited or any other company
nominated by the Council, subject to and in accordance with the provisions of
the Premiums Trust Deed or other relevant governing deed;
(o) to
enter into such transactions and arrangements with respect to banking,
financing and investments as may be necessary or expedient for the purposes of
or in connection with the Underwriting, including without limitation:
(i) the
establishment of letters of credit for any purpose;
(ii) the
assignment (whether by way of security or outright for valuable consideration)
of any rights or entitlements to have any monies or other assets paid or
transferred to the Name or to any other person on behalf of the Name for the
purpose of or in connection with the Underwriting and whether those rights or
entitlements are current, contingent or future;
(iii) the acquisition
or disposal of investments which fall (or would if made for investment purposes
fall) within paragraph 7, 8 or 9 of Schedule 1 to the Financial Services Act
1986;
(iv) the
exercise by the Agent, the Managing AgentÕs Trustees or other trustees referred
to in paragraph (j) of any power, discretion or authority they may have to
enter into any netting or other similar agreement with any person, pursuant to
and in accordance with the governing deed (including, without limitation, any
power to enter into any such agreement without distinguishing between assets
held in a fund which has been blended in accordance with the provisions of the
relevant deed);]
NOTE
[(oa) (i)to request on behalf
of the Name that monies be applied out of the Central Fund or the New Central
Fund for the purpose of paying, or putting the Managing AgentÕs Trustees or the
trustees of any Overseas Fund or Special Trust Fund held in respect of the
Managed Syndicate in funds for the purpose of paying, any claims, expenses or
outgoings on behalf of the Name; and
(ii)to
apply or procure the application of any such monies in discharge of the NameÕs
obligations under clause 7.1(a) of this Agreement;]
NOTE
Regulation
(p) to
take such action as is required of, or appropriate for, a managing agent in
complying on behalf of the Name or assisting the Name to comply with all laws,
byelaws, regulations, rules, codes of practice, conditions and requirements
applicable to the Name in connection with the Underwriting;
Legal
proceedings
(q) to take
in any part of the world, and in such name or names as the Agent thinks fit
(whether or not including that of the Name), such legal or other proceedings as
the Agent considers necessary or expedient for the purposes of or in connection
with the Underwriting;
Power of
attorney
(r) to
exercise the power of attorney conferred by clause 13.1 of the MembersÕ AgentÕs
Agreement between the Name and the NameÕs MembersÕ Agent (or, in the case of a
Direct Syndicate, by clause 13.2 of the MembersÕ AgentÕs Agreement between the
Name and the Agent);
Delegation
(s) subject
to any requirements of the Council, to delegate to any person or persons any or
all of the services to be provided by it, any or all of the duties to be
performed by it or any or all of the powers, including this power of
delegation, to be exercised by it under this Agreement (but so that the Agent
shall be responsible for the acts and omissions of any person to whom any such
service, duty or power may be delegated);
(t) without
prejudice to paragraph (s) above, to exercise the power of substitution
conferred by clause 13.3 of the MembersÕ AgentÕs Agreement between the Name and
the NameÕs MembersÕ Agent (or, in the case of a Direct Syndicate, by clause
13.3 of the MembersÕ AgentÕs Agreement between the Name and the Agent);
Taxation
(u) to
make such returns, deliver such accounts, statements, reports and other
documents and disclose such information, to make or procure to be made such
payments on account or in respect of taxation and generally to do all such
other acts and things as any taxation authority may properly require in
relation to or in connection with the Underwriting and the NameÕs participation
in the Underwriting and at its sole discretion to dispute or appeal against any
assessment for taxation made by any taxation authority in relation to or in
connection with the business of the Managed Syndicate [, including by
exercising any power the Agent may have under any Premiums Trust Deed, Overseas
Direction or Special Trust Direction to direct payment of amounts due in
respect of or in connection with such taxation];
NOTE
Regulatory
authorities
(v) to
disclose to LloydÕs and to any other regulatory authority such information
relating to the Underwriting and the NameÕs participation in the Underwriting
as any such authority may properly require; and
Acceptance
of notices etc
(w) to
accept on behalf of the Name service of writs, processes, notices, documents
and other communications in connection with the Underwriting [; Provided that,
notwithstanding any other provision of this Agreement, the Agent shall have no
authority to effect an excluded contract (as defined in the Reinsurance to
Close (Restriction) Byelaw (No. 15 of 1993, 317) on behalf of the Name.]
NOTE
6.
Remuneration
6.1 The
Name shall pay to the Agent as remuneration for the services of the Agent set
out in Clause 3 in relation to each year of account a fee on the basis, at the
rate and at the times specified in Part A of Schedule 1 as supplemented by the
AgentsÕ Syndicate List or, in the case of a Direct Syndicate, the Syndicate
List for the relevant year of account.
6.2 The
Name shall pay to the Agent as remuneration for the services of the Agent set
out in clause 3 in relation to each year of account a profit commission on the basis,
at the rate and at the times specified in Part B of Schedule 1 as supplemented
by the AgentsÕ Syndicate List or, in the case of a Direct Syndicate, the
Syndicate List for the relevant year of account.
6.3 [Subject
to paragraphs (e), (f) and (g) of clause 14.2, if] the appointment of the Agent
is terminated during a year by reason of the NameÕs death or bankruptcy or
otherwise by operation of law or under clause 11.7(b), the fee referred to in
clause 6.1 shall not be payable in respect of the corresponding year of
account, and any amounts already paid to or retained by the Agent in respect or
on account of such fee shall promptly be paid to the Managing AgentÕs Trustees
to be held by them subject to the trusts of the Premiums Trust Deed.
NOTE
6.4 [Subject
to paragraphs (e), (f) and (g) of clause 14.2; if] during a year the
appointment of the Agent is terminated, or a direction of administrative
suspension is made in relation to the Name, in circumstances where clause
14.2(c) applies, the amount of the fee payable to the Agent shall
be:A × P/365
where:
A is
the amount of the fee which would have been payable to the Agent if the Name
had remained a member of the Managed Syndicate throughout the relevant year;
and
P is
the Period or Periods (as defined in clause 14.2(c)) during which the Name is a
member of the Managed Syndicate during the year, expressed as a number of days.
Upon
determination of the amount of the fee payable to the Agent, such payment shall
be made between the Agent and the Managing AgentÕs Trustees as shall ensure
that the net amount received or retained by the Agent is equal to that amount
after taking into account any amounts previously so paid or retained.
NOTE
[6.4A(a)
Where VAT is charged under the Value Added Tax Act 1994 on the provision of any
service or performance of any duty under the Agreement for the 2001 year of
account or any subsequent year of account the Name shall pay to the Agent in
addition to the fee, profit commission or other remuneration specified by this
Agreement an amount equal to the VAT so charged.
(b)
Paragraph (a) shall not be taken to affect any question whether in relation to
any service provided or duty performed for any year of account before the 2000
year of account the Name would be liable to pay to the Agent, in addition to
any fee, profit commission or any other remuneration specified by this
Agreement, an amount equal to any VAT charged on the provision of the service
or performance of the duty.]
NOTE
6.5 For
the purposes of this clause 6:
(a) the
ÒAgentsÕ Syndicate List for the relevant year of accountÓ means the AgentsÕ
Syndicate List in relation to a particular year of account which has been
signed by the Agent and the NameÕs MembersÕ Agent or, if no AgentsÕ Syndicate
List has been so signed in respect of that year of account, the AgentsÕ
Syndicate List which has been so signed in respect of the most recent previous
year of account; and
(b) the
ÒSyndicate List for the relevant year of accountÓ means the Syndicate List in
relation to a particular year of account which has been signed by the Agent and
the Name or, if no Syndicate List has been so signed in respect of that year of
account, the Syndicate List which has been so signed in respect of the most
recent previous year of account.
7.
Obligations and acknowledgements of the Name
7.1 (a)
The Name shall ensure that at all times there are available sufficient funds
subject to the trusts of the Premiums Trust Deed [or, where relevant, of an
Overseas Direction or Special Trust Direction] and held by or under the control
of the Managing AgentÕs Trustees [or the trustees of the relevant Overseas
Direction or Special Trust Direction] to enable them to pay all claims and all
necessary and reasonable expenses and outgoings made or incurred in connection
with the Underwriting and [other amounts which may be paid from the relevant
trust fund under the terms of the governing deed at the direction of the Agent
and] shall comply with any request made by the Agent to make such funds
available; provided however that the Name shall not be obliged to make any
payment in or towards the satisfaction of any such request by the Agent for
funds unless the Name has first been supplied:
NOTE
(i) if
the request for funds is made for the purpose of satisfying an Audited Closed
Year Loss, with an audited annual report prepared as at the date at which the
relevant year of account was closed;
(ii) in
any other case, with a statement signed by the Agent, accompanied by a report
signed by the auditors of the Managed Syndicate, complying with paragraph (b)
below.
(b) The
AgentÕs statement and the auditorsÕ report referred to in paragraph (a)(ii)
above shall state the matters and shall be in the form for the time being
required by the Council.
(c) Any
sum requested to be paid under this clause 7.1 which is not paid by the due
date for payment shall bear interest which shall accrue from day to day at the
rate of two per cent. per annum [or such other rate as the Council may from
time to time prescribe] above the base rate from time to time of such London
clearing bank as the Agent may select [[or, in the case of a sum requested to
be paid in a currency other than sterling, at such other rate of interest as
the Council may from time to time prescribe]]. For the purposes of this
paragraph (c), the Òdue date for paymentÓ means the date specified by the Agent
in its request for payment, being not earlier than [[thirty-five]] days after
the later of service of the request for payment and (if appropriate) submission
of the statement signed by the Agent, accompanied by the auditorÕs report,
referred to in paragraph (a)(ii) above.
NOTE
(d) Any
payment requested by the Agent under and in accordance with the provisions of
this clause 7.1 shall be made by the Name free and clear from any set-off,
counterclaim or other deduction on any account whatsoever and in connection
with any proceedings which may be brought to enforce the NameÕs obligation to
comply with any such request for payment by the Agent the Name hereby waives
stay of execution and consents to the immediate enforcement of any judgment
obtained.
(e) The
Name may not issue proceedings nor make any reference to arbitration, and no
cause of action shall arise or accrue, in connection with any request for
payment made by the Agent under and in accordance with the provisions of this
clause 7.1 unless the Name has first complied in full with any such request.
The Name shall not seek injunctive or any other relief for the purpose, or
which would have the result, of preventing the Agent from making any such
request for payment of enforcing the NameÕs obligation to comply with any such
request or of preventing the Agent from applying any money or assets held by or
under the control of the Managing AgentÕs Trustees in or towards the discharge
of any claims or any necessary and reasonable expenses or outgoings made or
incurred in connection with the Underwriting.
7.2 The
Name undertakes to reimburse to the Agent any payments made or costs incurred
by the Agent (including, without limitation, in relation to any borrowing made
by it pursuant to clause 5(m)) in or towards satisfaction of any claims or
necessary and reasonable expenses or outgoings made or incurred in connection
with the Underwriting.
7.3 The
Name acknowledges that he has delegated to the Agent sole management and
control of the Underwriting and that the Agent is not bound to comply with any
instructions or requests of the Name relating to the conduct of the
Underwriting and undertakes that he will not in any way interfere with the
exercise of such management or control.
7.4 The
Name acknowledges that risks underwritten at a time when he was not a member of
the Managed Syndicate (whether by reinsurance to close or under clause 8 or
otherwise) may be included as liabilities of the Managed Syndicate and the Name
hereby agrees that he will be bound by the manner of the AgentÕs accounting
treatment of any such risks.
[7.5 The
Name undertakes to keep the Agent informed at all times of the names of all
bodies corporate which are members of LloydÕs and are connected companies in
relation to the Name within the meaning of the Membership Byelaw (No. 17 of
1993).]
NOTE
8. Novation
of liabilities
8.1 The
Name acknowledges that the Agent may effect contracts of insurance (ÒRelevant
ContractsÓ) on terms that those contracts will, in accordance with the custom
and practice of the LloydÕs market and any requirements of the Council for the
time being applicable, constitute liabilities of the Managed Syndicate
allocated to a given year of account (Òthe Relevant Year of AccountÓ)
notwithstanding that they are effected before the beginning of the year (Òthe
Relevant YearÓ) which corresponds to the Relevant Year of Account, and the Name
and the Agent agree that the following provisions of this clause shall have
effect in relation to such contracts.
8.2
[Subject to clause 8.2A, a] Relevant Contract shall be deemed to be
underwritten by the Agent on behalf of the Provisional Insurers, and a person
is a Provisional Insurer for this purpose if the following conditions are
satisfied when the Relevant Contract is effected:
NOTE
(a) where
the Relevant Year of Account is not the first year of account of the Managed
Syndicate and he is a member of the Managed Syndicate for the year of account immediately
preceding the Relevant Year of Account:
(i) the
appointment of the Agent as his managing agent in respect of the Managed
Syndicate under the Managing AgentÕs Agreement between him and the Agent (or,
in the case of the Name, this Agreement) has not terminated by reason of his
death or bankruptcy or otherwise by operation of law, has not been terminated
under clause 11.2 or 11.3 or 11.4 and is not liable to be terminated under
clause 11.7 of the relevant agreement; and
(ii) no
notice to terminate that appointment has been given or, unless the Agent
accepts shorter notice than that specified in clause 11.5 of the relevant
agreement, can be given to take effect in the Relevant Year under clause 11.5
or 11.6 of the relevant agreement;
(b) where
the Relevant Year of Account is not the first year of account of the Managed
Syndicate and he is not a member of the Managed Syndicate for the year of
account immediately preceding the Relevant Year of Account:
(i) he
has entered into an agreement with the Agent, in the same terms as this
Agreement [or in the terms of the Standard Managing AgentÕs Agreement
(Corporate Member)], under which the Agent will underwrite on his behalf as a
member of the Managed Syndicate for the Relevant Year of Account;
(ii) the
conditions set out in sub-paragraphs (a)(i) and (ii) above are satisfied in
relation to that agreement; and
(iii) he is
an underwriting member of LloydÕs;
NOTE
(c) where
the Relevant Year of Account is the first year of account of the Managed
Syndicate:
(i) he
has entered into an agreement with the Agent, in the same terms as this
Agreement [or in the terms of the Standard Managing AgentÕs Agreement
(Corporate Member)], under which the Agent will underwrite on his behalf as a
member of the Managed Syndicate for the Relevant Year of Account;
(ii) the
conditions set out in sub-paragraphs (a)(i) and (ii) above are satisfied in
relation to that agreement; and
(iii) he is
an underwriting member of LloydÕs; and
NOTE
(d) in
every case, such conditions (if any) as are specified in any requirements for
the time being of the Council are satisfied.
[8.2A
The Name acknowledges that the Agent may effect Relevant Contracts on his
behalf notwithstanding that the Name is not a Provisional Insurer if all the
following conditions are satisfied when the Relevant Contract is effected:
(a) the
Relevant Year of Account is not the first year of account of the Managed
Syndicate;
(b) the
Name is a member of the Managed Syndicate at the date on which the Agent
effects the Relevant Contract; and
(c) the
date on which the Agent effects the Relevant Contract is not later than [[20
October]] in a year preceding the Relevant Year.
8.2B
A Relevant Contract effected in accordance with clause 8.2A above shall be
deemed to be underwritten by the Agent on behalf of the members of the Managed
Syndicate (Òthe Previous InsurersÓ) for the year of account which corresponds
to the year in which the Relevant Contract is effected.]
NOTE
8.3
The Agent shall be authorised at any time after the beginning of the Relevant
Year to effect a contract of novation under which:
(a) the
underwriting members of LloydÕs who are members of the Managed Syndicate for
the Relevant Year of Account (the ÒDefinitive InsurersÓ) agree to assume the
liabilities of the Provisional Insurers under the Relevant Contract severally
in proportion to the respective participations of the Definitive Insurers in
the Managed Syndicate in the Relevant Year of Account and to indemnify the
Provisional Insurers against those liabilities; and
(b) the
Provisional Insurers agree that the Definitive Insurers are to be entitled to
the benefit of all premiums, recoveries and other rights in respect of the
Relevant Contract severally in proportion to their respective participations in
the Managed Syndicate in the Relevant Year of Account, to the exclusion of the
Provisional Insurers in their capacity as such.
[8.3A
The Agent shall be authorised at any time after the beginning of the Relevant
Year to effect a contract of novation under which:
(a) the
Definitive Insurers agree to assume the liabilities of the Previous Insurers
under the Relevant Contract severally in proportion to the respective
participations of the Definitive Insurers in a Managed Syndicate in the
Relevant Year of Account and to indemnify the Previous Insurers against those
liabilities; and
(b) the
Previous Insurers agree that the Definitive Insurers are to be entitled to the
benefit of all premiums, recoveries and other rights in respect of the Relevant
Contracts severally in proportion to their respective participations in the
Managed Syndicate in the Relevant Year of Account, to the exclusion of the
Previous Insurers in their capacity as such.]
NOTE
8.4 The
Agent may effect a contract of novation such as is referred to in [clauses 8.3
and 8.3A] above in such manner as it thinks fit and, except in so far as the
Agent otherwise determines (such determination to be evidenced by a memorandum
in writing signed by the Agent) at or before the time when particulars of the Relevant
Contract are submitted for processing by LPSO, such a contract of novation
shall be deemed to be effected when such particulars are submitted for
processing by LPSO.
NOTE
8.5 The
Name authorises the Agent on his behalf (whether in the capacity of Provisional
Insurer [or in the capacity of Previous Insurer] or in the capacity of
Definitive Insurer, or in [all] those capacities) to effect all such
agreements, execute all such documents and do all such acts and things as may
be necessary fully to carry this clause into effect.
NOTE
[8.6 Where
under clause 5(ca) the Agent accepts risks on behalf of some members only of
the Managed Syndicate or reinsures them with the other members, for the
purposes of this clause 8 references to ÒRelevant ContractsÓ, ÒProvisional
InsurersÓ, ÒPrevious InsurersÓ or ÒDefinitive InsurersÓ shall be construed, as
the context requires, as references only to the authorised or the unauthorised
group of members concerned.]
NOTE
9. Reinsurance
to close and determination and distribution of profits
9.1 Profits
of the Underwriting in respect of a year of account shall not be distributed
until that year of account is closed.
9.2 A
decision by the Agent to close a year of account [in accordance with clause
5(d)] shall be effected by the Agent, through the active underwriter of the
Managed Syndicate or some other duly authorised officer of the Agent, executing
a written memorandum of the terms of the contract of reinsurance to close. Upon
the execution of the memorandum the contract of reinsurance to close shall be
binding on the reinsuring members and the reinsured members (as defined in
clause 5(d)), and after such execution the Agent shall have no authority to
cancel or vary the contract of reinsurance to close.
NOTE
[9.2A A
decision by the Agent to close a year of account in accordance with clause
5(da) shall be effected by the Agent by the inclusion in the underwriting
account of the Managed Syndicate for the next succeeding year of account of an
amount representing a provision for all known and unknown liabilities
attributable to the year of account which is closing.]
NOTE
9.3 Promptly
following the closing of a year of account the Agent shall determine, subject
to the requirements of the Council for the time being applicable, the [profit
or loss] attributable to the Name in respect of the Underwriting for that year
of account. Forthwith upon such determination [and subject to clause 9.6,] the
Agent shall [determine the amount of the surplus in each prescribed currency in
each Premiums Trust Fund (including any Overseas Fund or Special Trust Fund) in
respect of the Underwriting for that year of account, as shown in accounting
records, and (in accordance with the provisions of the deeds governing the
trust funds in which such surpluses are held) shall cause such surpluses to be
transferred (directly or indirectly) to or placed at the direction of:
(i) the
NameÕs MembersÕ AgentÕs Trustees or the MembersÕ Agent (where an Old Premiums
Trust Deed applies in respect of the Underwriting); or
(ii) the
Regulating Trustee (where a New Premiums Trust Deed applies in respect of the
Underwriting);
as part of
the Personal Reserve Sub-Fund (as defined in the MembersÕ AgentÕs Agreement
between the Name and the Name or, where the Managed Syndicate is a Direct
Syndicate, between the Name and the Agent) or of an Overseas Fund or Special
Trust Fund (as the case may be). Such surpluses shall, unless the Council
otherwise requires or permits, be so transferred or placed in the relevant
prescribed currency.]
NOTE
9.4 Instead
of closing a year of account in accordance with the provisions of this clause 9
set out above as at the date when it would normally have been closed the Agent
may allow that year of account to remain open until the outstanding liabilities
attributable to that year of account have been run off or reinsured in
accordance with this clause 9.
[9.5 Notwithstanding
the preceding provisions of this clause:
(a) a
year of account may be closed in any manner provided by or under the Equitas
scheme;
(b) if
under or for the purposes of the Equitas scheme provision is made for an
arrangement under which:
(i) some
of the liabilities of the members of the Managed Syndicate allocated to a year
of account are reinsured by Equitas under an Equitas reinsurance contract; and
(ii) the
remaining liabilities of the members of the Managed Syndicate allocated to that
year of account are reinsured by such a contract as is described in clause
5(d);
to
be regarded as a reinsurance to close for the purposes of the requirements of
the Council, clause 9.2 shall apply only in respect of the liabilities referred
to in (ii) above.]
NOTE
[9.6 For
the avoidance of doubt, neither clause 9.1 nor clause 9.3 shall prevent the
Agent from causing the transfer to or placing at the direction of the persons
referred to in paragraphs (i) and (ii) of clause 9.3 of amounts which do not
exceed in aggregate the amount determined in accordance with clause 9.7.
9.7 The
amount referred to in clause 9.6 is the aggregate amount of any deficits of the
Name in each prescribed currency in each Premiums Trust Fund (including any
Overseas Fund or Special Trust Fund) in respect of the Underwriting for the
year of account for which the NameÕs result has been calculated under clause 9.3,
as shown in accounting records, which the Agent is prohibited or prevented by
any Premiums Trust Deeds, Overseas Directions or Special Trust Directions or
any other requirements of the Council from eliminating plus, in a case where
the NameÕs result is a profit, the amount of that profit.
9.8 In
this clause 9, Òprescribed currencyÓ has the meaning given in paragraph 2 of
Schedule 2 to the Syndicate Accounting Byelaw (No. 18 of 1994, 326) and
references to accounting records are to the accounting records maintained by
the Agent in respect of the Managed Syndicate accordance with the Syndicate
Accounting Byelaw (No. 18 of 1994, 326).]
NOTE
10. Appointment
of Substitute Agent
10.1 If
the Council for any reason appoints a Substitute Agent to act for the Name in
place of the Agent, the appointment shall take effect on the terms set out in
clause 10.2 and the Name shall be deemed to have agreed to the appointment of
the Substitute Agent on those terms.
10.2 The
appointment of a Substitute Agent to act for the Name in place of the Agent
shall take effect from such date and shall be on such terms as the Council may
direct and may be terminated at any time by the Council. Subject thereto, the
appointment of such a Substitute Agent shall be on the terms set out in this
Agreement and this Agreement shall during the period of any such appointment
take effect as if it had been made between the Name and the Substitute Agent.
10.3 A
Substitute Agent shall not be responsible for and shall have no liability in
respect of any action taken or omission made by the Agent whether before or
after the appointment of the Substitute Agent.
10.4 If
a Substitute Agent is appointed to act for the Name in the place of the Agent
the remuneration payable by the Name under this Agreement for any year of
account in respect of which services are performed by the Substitute Agent
shall be apportioned between the Agent and the Substitute Agent in such manner
as the Council may direct and, subject to any such direction, in such proportions
as the Agent and the Substitute Agent may agree.
11. Commencement
and termination
11.1 This
Agreement shall take effect:
(a) if
the Managed Syndicate is not a Direct Syndicate, on the date of signature of an
AgentsÕ Syndicate List under clause 2 of the AgentsÕ Agreement between the
NameÕs MembersÕ Agent and the Agent;
(b) if
the Managed Syndicate is a Direct Syndicate, on the date of signature of a
Syndicate List under clause 3 of the MembersÕ AgentÕs Agreement between the
Name and the Agent;
(c) if the
Name is a Provisional Insurer, on the date of the agreement referred to in
clause 2.3 of the AgentsÕ Agreement between the Agent and the NameÕs MembersÕ
Agent or (in the case of a Direct Syndicate) the agreement referred to in
clause 3.3(b) of the MembersÕ AgentÕs Agreement between the Name and the Agent;
and shall
apply in relation to the year of account specified in that AgentsÕ Syndicate
List, Syndicate List or agreement (as the case may be) and to subsequent years
of account unless and until terminated by operation of law or pursuant to any
of the following provisions of this clause 11.
11.2 The
appointment of the Agent shall, subject to clause 11.8, terminate forthwith:
(a) if
the Name ceases to be an underwriting member of LloydÕs; or
(b) if the
NameÕs underwriting membership or underwriting is suspended by the Council
consequent upon the outcome of disciplinary proceedings.
11.3 (a) Except
in so far as the Council may otherwise direct, the appointment of the Agent
shall be suspended forthwith if the Agent ceases for any reason to be a
managing agent approved by the Council or if the AgentÕs right to act as a
managing agent is suspended in whole or in part by the Council and, subject to
the following provisions of this clause 11.3, shall terminate on the expiration
of the period of seven days from the date of such cessation or suspension, or
of such longer period as the Council may before the expiration of that seven
day period allow.
(b) Notwithstanding
the suspension of the AgentÕs appointment under paragraph (a) above it may
before the expiration of the period referred to in that paragraph, with the
prior approval of the Council and subject to and in accordance with clause
5(s), delegate the services to be provided, the duties to be performed and the
powers to be exercised by it (or such services, duties and powers as may in the
circumstances be appropriate) to a person or persons acceptable to the Council,
in which case this Agreement shall, subject to the requirements of the Council,
continue in effect (to the extent appropriate) between the Name and the person
or persons to whom such services, duties and powers have been delegated.
(c) If
before the expiration of the period referred to in paragraph (a) above a
Substitute Agent has been appointed by the Council to act for the Name in place
of the Agent, this Agreement shall continue in effect, subject to clause 10.2,
between the Name and that Substitute Agent.
(d) If
any suspension of the AgentÕs right to act as a managing agent is revoked or
expires and the Agent thereafter continues to be a managing agent approved by
the Council this Agreement shall on the termination of the delegation referred
to in paragraph (b) above or (as the case may be) of the appointment of the
Substitute Agent referred to in paragraph (c) above take effect again between
the Name and the Agent.
11.4 The
appointment of the Agent shall, subject to clause 11.8 [clauses 11.8 and 11.11]
terminate forthwith:
(a) if
the Managed Syndicate is not a Direct Syndicate, upon the termination of the
appointment of the NameÕs MembersÕ Agent under the MembersÕ AgentÕs Agreement
between the Name and the NameÕs MembersÕ Agent;
(b) if
the Managed Syndicate is a Direct Syndicate, upon the termination of the
appointment of the Agent as the NameÕs membersÕ agent under the MembersÕ
AgentÕs Agreement between the Name and the Agent.
NOTE
11.5 The
Name may terminate the appointment of the Agent under this Agreement, subject
to clause 11.8, [clauses 11.8 and 11.11] by notice in writing given by or on
behalf of the Name to the Agent by [20 October] (or by any later date which the
Agent may in any particular case permit) in any year and expiring at the end of
that year, provided that[:
(a)] if in any
year in which the Agent is required by the Council to send to the Name an
annual report in respect of the Managed Syndicate that annual report has not
been received by the Name by 1st August, notice may be given by or on behalf of
the Name to the Agent by the earlier of 30 days after receipt by the Name of
the annual report and [20 October] in that year.
[(b) if in any
year the Council has undertaken to notify the Name on or before a specified
date of the rate of the annual subscription under the Membership (Entrance Fees
and Annual Subscriptions) Byelaw (No. 9 of 1987, 105) or of [[[any contribution
to the New Central Fund under paragraph 4 of the New Central Fund Byelaw (No.
23 of 1996, 522)]]] or of both, which the Council proposes to prescribe or levy
for the next succeeding year, notice may be given by or on behalf of the Name
to the Agent within 30 days after the later of the date so specified and the
actual date of such notification (but in any event before 1 January of the next
succeeding year); and
(c) if in
any year the Council has given written notice to the Name pursuant to clause
[[8.2(b)]] of a Membership Agreement between the Council and the Name or any
undertaking in like terms with that clause given by the Council in favour of
the Name, notice may be given by or on behalf of the Name to the Agent within
30 days after the date of the CouncilÕs notice (but in any event before 1st
January of the next succeeding year).]
NOTE
[11.6 The
Agent may, with the prior approval of the Council and subject to clause 11.8,
terminate its appointment under this Agreement by notice in writing given by
the Agent to the Name by 31 May (or such later date as the Council may allow)
in any year and expiring at the end of that year.]
NOTE
11.7 The
Agent may terminate its appointment under this Agreement, subject to clause
11.8, by not less than 48 hoursÕ notice in writing given to the Name if:
(a) the
Name fails to comply with a request made by the Agent in accordance with clause
7.1 to pay monies [[É]] by the due date for payment (as defined in clause 7.1);
(b) (i)the
Name makes or proposes any composition with his creditors or otherwise
acknowledges his insolvency;
(ii)the
Name makes an application to the court for an interim order pursuant to section
253 of the Insolvency Act 1986;
(iii)a
bankruptcy order is made against the Name by the due process of law of any
country;
(iv)the
Name is adjudicated bankrupt, or adjudicated or declared insolvent, by the due
process of law of any country;É
[(v)a
proposal is made in respect of the Name under section 2 of the Insolvency Act
1986;
(vi)an
order is made, a resolution is passed or an act, decree or other instrument is
passed for the winding up or dissolution of the Name;
(vii)an
administration order is made in respect of the Name under section 9 of the
Insolvency Act 1986;
(viii)a
receiver, trustee or analogous officer is appointed in respect of the whole or
any material part of the NameÕs property or assets;
(ix)the
Name or its directors present or file in any court a petition in respect of the
NameÕs bankruptcy, winding up or other insolvency or which seeks any
reorganisation, dissolution or similar relief; or]
[[(ixa)a
sequestration order made pursuant to the Bankruptcy (Scotland) Act 1985;]]
[(x)]any
action equivalent to any of the above is taken by or in respect of the Name; or
NOTE
(c) the
Name becomes, through mental or other infirmity, incapable of managing his
affairs, unless the Name has validly appointed an attorney under the Enduring
Powers of Attorney Act 1985 and the instrument appointing the attorney has
within a reasonable time of the Name becoming so incapable been registered by
the Court.
11.8 Upon
the termination of the AgentÕs appointment pursuant to the preceding paragraphs
of this clause 11, the AgentÕs authority to accept risks on behalf of the Name
shall also terminate, except in relation to:
(a) variations
and extensions of existing risks effected under the customary and usual powers
of the Agent;
(b) reinsurance
to close an earlier year of account[[;
(c) in
relation to the reinsurance to close any year of account of the syndicate,
acceptance on behalf of the Name as a member of the Managed Syndicate for any
later year of account of a proportionate retrocession of any class or classes
of business included in such reinsurance to close, as permitted or required by
requirements of the Council;]].
Subject to
this and to any requirements of the Council for the time being applicable, the
Agent shall be empowered and obliged following the termination of its
appointment to run off the Underwriting so far as it concerns the NameÕs
participation in the Managed Syndicate and, subject to performing this
obligation, shall remain entitled to receive the profit commission payable to
it in respect of the Underwriting under clause 6.2. For these purposes the
Agent shall continue to have the powers, duties and discretions conferred by
this Agreement;
(i) in
relation to any matter arising out of business of the Managed Syndicate
allocated to a year of account which at the date of termination has not been
closed, until that year of account is closed or, if it is not closed, until all
matters arising from the business of that year of account have been determined;
and
(ii) so
long as is necessary to enable the Agent to deal with and determine any matters
arising in connection with the business of the Managed Syndicate allocated to a
year of account which has been closed (whether before or after the termination
of the AgentÕs appointment).
[References
in this clause 11.8 to business of the Managed Syndicate include business which
is or is to be the subject of an Equitas reinsurance contract and the Agent
shall as regards any matters arising out of or in connection with any such
business continue to have the powers, duties and discretions conferred by this
Agreement for as long as is necessary to enable those matters to be resolved.]
NOTE
[11.8A Without
limiting the generality of clause 11.8, the powers, duties and discretions
referred to in that sub-clause shall extend to any action which may be
necessary or expedient to be taken by the Agent on behalf of the Name for the
purposes of or in connection with an Equitas reinsurance contract or any other
contract or arrangement entered into or to be entered into for the purposes of
or in connection with the Equitas scheme.]
NOTE
11.9 Without
limiting the generality of clause 11.8, following the termination of the
AgentÕs appointment otherwise than at the end of a year the Agent may issue
policies of insurance in relation to risks accepted prior to such termination
in the names of the Name and of any other underwriting members of LloydÕs who
are members of the Managed Syndicate for the remainder of the year in which
such termination occurs or in the names of those other underwriting members of
LloydÕs but not of the Name.
11.10 If
a direction of administrative suspension is made by the Council in respect of
the Name, while the direction remains in force the Name shall take only such
part (if any) in the Underwriting, and the powers, duties and discretions of
the Agent under this Agreement shall continue only to such an extent, as is
compatible with the direction.
[11.11 (a)Where the appointment of the Agent is
to terminate in any of the circumstances listed in paragraph (b) below, the
Agent and the Name agree that if the Name enters into an agreement in the form
of the Standard Managing AgentÕs Agreement [(General)] with the Agent through
the agency of a membersÕ agent other than the NameÕs MembersÕ Agent no later
than 31 October (or by any later date which the Agent may in any particular
case permit) of the relevant year, the Agent will permit the Name to
participate in the Managed Syndicate in the year of account corresponding to
the year next following with a memberÕs syndicate premium limit of an amount
not less than the NameÕs memberÕs syndicate premium limit for the relevant year
[[as varied for the year of account next following in accordance with the
Syndicate Pre-emption Byelaw (No. 19 of 1997, 333);]] [(but excluding any MAPA
participation of the Name of an amount less than the minimum for the time being
prescribed by the Council for the purposes of this paragraph)].
NOTE
(b) The
circumstances referred to in paragraph (a) above are:
(i) where
the appointment of the Agent is to terminate under the provisions of clause
11.4; [and]
(ii) where
the appointment of the Agent is to terminate under the provisions of clause
11.5 pursuant to a notice served by the NameÕs MembersÕ Agent under clause
7.1(o) of the MembersÕ AgentÕs Agreement between the Name and the NameÕs
MembersÕ Agent[.]
NOTE
[É]
NOTE
(c) For
the purposes of this clause 11.11 the Òrelevant yearÓ means the year in which
notice of termination of the appointment of the Agent was given under this
Agreement, or notice of termination of the appointment of the NameÕs MembersÕ
Agent was given under the MembersÕ AgentÕs Agreement, as the case may be.]
NOTE
[11A. Assignment
of NameÕs right of future participation
11A.1
In this clause:
(a) the
ÒSucceeding YearÓ means, in relation to a nomination made under clause 11A.2,
the year of account corresponding to the year next following that in which the
nomination is made;
[(b) ÒThe NameÕs
Prospective ParticipationÓ means the aggregate of:
(i) the
NameÕs memberÕs syndicate premium limit in respect of the Managed Syndicate for
the year of account corresponding to the year in which a nomination is made
under clause 11A.2 (or, if the Name and the Agent have agreed that the Name
will be entitled to participate in the Managed Syndicate for the Succeeding
Year with a different memberÕs syndicate premium limit, that other limit); and
(ii) if
the Agent, in pursuance of the requirements of the Council relating to
syndicate pre-emption, has offered the Name the opportunity to increase or
required the Name to decrease his memberÕs syndicate premium limit for the
Succeeding Year, the amount of the increase specified in that offer or the
amount of the decrease so required as applicable.]
NOTE
11A.2 Subject
to and in accordance with the following provisions of this clause and any
applicable requirements of the Council, the Name may in any year nominate an
underwriting member or underwriting members to underwrite as a member or
members of the Managed Syndicate for the Succeeding Year with a specified
memberÕs syndicate premium limit not exceeding, or specified memberÕs syndicate
premium limits not exceeding in the aggregate, the NameÕs Prospective
Participation, in substitution for the Name either wholly or, as the case may
be, to the extent of the memberÕs syndicate premium limit or limits so
specified.
11A.3 Any
nomination under this clause shall be in writing signed by the Name or by
another person duly authorised to sign it on his behalf; and any such authority
may be given in favour of such person or persons as shall be nominated by or
under the authority of the Council in accordance with any applicable
requirements of the Council.
11A.4 Unless
the Council shall otherwise direct or the Agent shall otherwise allow, any
nomination under this clause shall not be effective unless on or before the
date prescribed by the Council for the purposes of this sub-clause written
notice of the nomination, together with any such other documents and
information as may be prescribed by or under any applicable requirements of the
Council, has been delivered to the Agent.
11A.5 The
Agent shall do all such acts and things and execute all such documents as shall
be necessary or expedient on its part:
(a) to
give effect to any nomination duly made under this clause;
(b) where
a nomination or nominations have been made in respect of part only of the
NameÕs Prospective Participation, to enable the Name to underwrite as a member
of the Managed Syndicate for the Succeeding Year with a memberÕs syndicate
premium limit equal to the remaining part:
PROVIDED
THAT:
(A) unless
the requirements of the Council provide otherwise, this clause shall not oblige
the Agent to enter into an agreement in the terms of the Standard AgentsÕ
Agreement with a membersÕ agent if at the relevant time there is no such
agreement (other than an agreement under which notice of termination has been
given by either party) current between the Agent and that membersÕ agent;
(B) where
the Managed Syndicate is a Direct Syndicate, this clause shall not oblige the
Managing Agent to enter into an agreement in the terms of the Standard MembersÕ
AgentÕs Agreement with any person;
(C) the
obligations of the Agent under this clause are subject to any direction for the
time being in force given by the Council or by the Appeal Tribunal under the
Agency Agreements Byelaw (No. 8 of 1988) that effect shall not be given to a
nomination made under this clause.
11A.6 Where
effect is not given to a nomination made under this clause as a result of such
a direction as is referred to in proviso (C) to clause 11A.5, the Agent shall,
if so requested by or on behalf of the Name and subject to any direction given
by the Council or the Appeal Tribunal, use its best endeavours to permit the
Name to underwrite as a member of the syndicate for the Succeeding Year with
the memberÕs syndicate premium limit which would have applied if the nomination
had not been made.
11A.7 If
in any year the appointment of the Agent under this Agreement terminates by
reason of the death of the Name, then, notwithstanding such termination, the
rights conferred by this clause may be exercised for the benefit of the NameÕs
estate by the NameÕs personal representatives or such other person as may be
duly authorised by law to act on behalf of the NameÕs estate.]
NOTE
12. Waiver
of confidentiality
12.1 In
so far as is necessary for the purposes of the exercise by the Council of
powers contained in LloydÕs Acts 1871 to 1982 or in byelaws or regulations made
thereunder, but not further or otherwise, the Name hereby:
(a) consents
to the persons listed in paragraphs [(a), (b), (c) and (d)] of clause 12.2
providing to the Council any information or documents relating to the
Underwriting or any part thereof, whether or not in response to a request by
the Council; and
NOTE
(b) authorises
and directs the Agent to waive on its own behalf all duties of confidentiality
owed to the Agent by either of the persons listed in paragraphs (b) and (c) of
clause 12.2 in respect of such information or documents.
12.2 The
persons referred to in clause 12.1 are:
(a) the
Agent;
(b) if
the Managed Syndicate is not a Direct Syndicate, the NameÕs MembersÕ Agent;
(c) any
co-ordinating agent appointed by the Name; and
(d) any
auditor appointed by the Agent or by the NameÕs MembersÕ Agent.
13.
Relations between syndicate members
13.1 Except
to the extent provided in this Agreement, the Agent shall not in the
performance of its duties under this Agreement discriminate between or treat
differently
in any material respect the Name and any other member or members of the Managed
Syndicate.
13.2 There
shall be attributed to the Name [(subject to clause 5(ca))] the same proportion
of the risks underwritten by the Agent on behalf of the members of the Managed
Syndicate and allocated to a year of account as the amount of the NameÕs
membersÕ syndicate premium limit in relation to the Managed Syndicate for that
year of account bears to the syndicate allocated capacity of the Managed
Syndicate for that year of account, in each case as specified in the initial
syndicate constitution submitted by the Agent to LloydÕs [filed with LloydÕs]
at or about the beginning of the relevant year; and this proportion shall not
be materially altered during the course of the year except by reason of the
operation of clause 14 or with the express previous consent of the Name.
NOTE
13.3 Income
received in respect of, and appreciation in the value of, deposits of
investments held by the Managing AgentÕs Trustees [or trustees of any Overseas
Fund or Special Trust Fund] during any year on behalf of members of the Managed
Syndicate or on behalf of members of the Managed Syndicate and members of other
syndicates, as shown by realisations or transfers made during the year or by
valuation at the end of the year, made where practicable at the mean market
price or at such other price as the Agent (subject to the requirements of the
Council) may determine, shall be held on their behalf and apportioned among the
respective syndicates concerned (where applicable) and the respective years of
account opened during that year in such proportions as the Agent shall in its
absolute discretion consider fair having regard to the balances available for
investment attributable to each of the relevant syndicates (where applicable)
and each of the relevant years of account during the year.
NOTE
13.4 The
expenses and outgoings incurred in connection with the Underwriting which in
the opinion of the Agent ought to be borne rateably by the Name and any other
members of the Managed Syndicate shall be debited to their respective accounts
and the NameÕs rateable part thereof shall be calculated according to the
proportion of risks attributed to the Name under clause 13.2. In the case of
any expense or outgoing incurred in connection with the Underwriting which has
been incurred in respect of more than one syndicate or more than one year of
account, or in the case of a credit received in respect of any such expense or
outgoing, the Agent may debit or, as the case may be, credit the respective
accounts of the members of the Managed Syndicate with such proportions of that
expense or outgoing as the Agent in its absolute discretion considers fair.
13.5 If
at the beginning of any year the NameÕs underwriting membership of LloydÕs has
been and remains suspended or the Name has been and remains suspended from
underwriting, the Name shall take no part in the Underwriting during that year
whether or not such suspension is revoked or expires during the year.
13.6 The
Name hereby authorises and directs the Agent:
(a) in
each year to enter into a Syndicate and Arbitration Agreement on its behalf
with the Agent, every other member of the Managed Syndicate and every membersÕ
agent through the agency of which the Name and any of those members participate
in the Managed Syndicate; and
(b) to
take such action or proceedings as the Agent thinks fit against any member of
the Managed Syndicate or the membersÕ agent through the agency of which any
such member participates in the Managed Syndicate who has committed or threatened
to commit a breach of the terms of the Syndicate and Arbitration Agreement, on
behalf and at the expense of the other members of the Managed Syndicate
(including the Name).
14. Taking
over provisions
14.1 For
the purposes of this clause an underwriting member of LloydÕs (including, where
the case so requires, the Name) shall be treated:
(a) as
ceasing to be a member of the Managed Syndicate if the appointment of the Agent
as the managing agent of that underwriting member in respect of the Managed
Syndicate is terminated under any provision of clause 11 of the Managing
AgentÕs Agreement between that underwriting member and the Agent (or, in the
case of the Name, this Agreement);
(b) if a
direction of administrative suspension is made in relation to that underwriting
member, as ceasing to be a member of the Managed Syndicate at the time when the
direction takes effect and, if the direction is revoked or expires in the same
year in which it is made, as again becoming a member of the Managed Syndicate
upon such revocation or expiry [. . .]
NOTE
14.2 [Subject
to paragraph (e) of this clause, in] the event of changes in the membership of
the Managed Syndicate for any reason whatsoever, including suspension,
occurring otherwise than at the end of a year, then for the purposes of
calculating the profit or loss of the Name and of the other members of the
Managed Syndicate for the relevant year of account, the following provisions
shall apply:
NOTE
(a) [Subject
to paragraphs (aa) and (ab) of this clause, in] the event of the death or
bankruptcy of a member of the Managed Syndicate, or in the event of the
membership of a member of the Managed Syndicate being terminated by operation
of law or by virtue of the provisions of clause 11.7(b) of the relevant Managing
AgentÕs Agreement [. . .] otherwise than at the end of any year, the relevant
member of the Managed Syndicate shall, for the purposes of calculating the
profit and loss of the Name and of every other member of the Managed Syndicate
for the relevant year of account, be treated as though he had taken no part in
the Underwriting during that year and the profit or loss which, apart from this
provision, would have accrued to him from his participation as a member of the
Managed Syndicate for the relevant year of account, together with his
responsibility for all claims, expenses and outgoings payable in connection
with the Underwriting, shall be apportioned among the other members of the
Managed Syndicate in proportion to the amounts of their respective memberÕs
syndicate premiums limits in relation to the Managed Syndicate.
NOTE
[(aa) Where the relevant
member referred to in paragraph (a) of this clause 14.2 participates in the
Managed Syndicate through a MAPA and not otherwise then the apportionment provided
for in that paragraph shall be made only among the other members of such MAPA
and in proportion to their respective MAPA participations in relation to such
MAPA.
(ab) Where the
relevant member referred to in paragraph (a) of this clause 14.2 participates
in the Managed Syndicate partly through a MAPA and partly otherwise then:
(i) in
relation to his MAPA participation, the method of apportionment provided for in
paragraph (aa) of this clause 14.2 shall apply; and
(ii) in
relation to his non-MAPA participation, the [method of] apportionment provided
for in paragraph (a) of this clause 14.2 shall apply.]
NOTE
(b) In
the event of:
(i) a
member of the Managed Syndicate purporting to terminate the appointment of the
Agent otherwise than at the end of any year in breach of any of the provisions
of clause 11 of the relevant Managing AgentÕs Agreement; [. . .] or
(ii) a
member of the Managed Syndicate purporting to resign his underwriting
membership of LloydÕs in breach of the applicable requirements of LloydÕs; or
(iii) a
member of the Managed Syndicate purporting to terminate the MembersÕ AgentÕs
Agreement entered into by him with his membersÕ agent in breach of that
agreement;
then
without prejudice to any rights or remedies which may be available to the Agent
or the other members of the Managed Syndicate in consequence of the breach, the
liabilities of the relevant member of the Managed Syndicate in respect of risks
attributable to the relevant year of account shall, for the purposes of
calculating the profit or loss of the Name and of every other member of the
Managed Syndicate for the relevant year of account, be assessed by the Agent on
the footing that the relevant member of the Managed Syndicate had continued to
be a member of the Managed Syndicate until the end of that year.
NOTE
(c) [Subject
to paragraphs (ca) and (cb) of this clause, in] the event of a member of the
Managed Syndicate ceasing other than by reason of any of the events mentioned
in paragraphs [(a), (aa), (ab)] and (b) of this clause 14.2 to be a member of
the Managed Syndicate otherwise than at the end of any year, or in the event of
a member of the Managed Syndicate again becoming a member of the Managed
Syndicate on a date other than at the beginning of any year following the revocation
or expiry of a direction of administrative suspension made by the Council
earlier in the same year, then, as between all the members (including the Name
and any other outgoing or incoming members) of the Managed Syndicate or their
personal representatives, the profit or loss of the Managed Syndicate for the
relevant year of account shall be divided between the members of the Managed
Syndicate as follows, due regard being had to the provisions of paragraphs (a)
and (b) of this clause 14.2 and their effect in relation to any member of the
Managed Syndicate in respect of the year in question:
(i) the
year shall be divided into periods (ÒPeriodsÓ) comprising: the period from the
beginning of the year until the date of the first variation in the membership
of the Managed Syndicate to which this sub-paragraph applies; each period
between each such variation; and the period from the date of the last such
variation until the end of the year;
(ii) on
the closing of the Managed SyndicateÕs accounts for the year the profit or loss
of the Managed Syndicate (including any profit or loss reallocated pursuant to
paragraph (a) above) shall be apportioned between the Periods by reference to
the number of days in each Period;
(iii) the
profit or loss apportioned to each Period shall be apportioned among members of
the Managed Syndicate during such Period, having regard to paragraph (b) above,
by reference to the amounts of their respective memberÕs syndicate premium
limits in relation to the Managed Syndicate; and
(iv) the
profit or loss of each member for the whole year shall then be ascertained by
aggregating the profit or loss of such member in respect of each of the Periods
during which he was a member of the Managed Syndicate.
NOTE
[(ca) Where the relevant
member referred to in paragraph (c) of this clause 14.2 participates in the
Managed Syndicate through a MAPA and not otherwise then:
(i) the
division provided for in paragraph (c) of this clause 14.2 shall be made in
relation to the members of such MAPA; and
(ii) the
apportionment provided for by sub-paragraph (iii) of paragraph (c) of this
clause 14.2 shall be made only among the members of such MAPA and in proportion
to their respective MAPA participations in relation to such MAPA.
(cb) Where the
relevant member referred to in paragraph (c) of this clause 14.2 participates
in the Managed Syndicate partly through a MAPA and partly otherwise then:
(i) in
relation to his MAPA participation, the method of division and apportionment
provided for in paragraph (ca) of this clause 14.2 shall apply; and
(ii) in
relation to his non-MAPA participation, the [method of] division and
apportionment provided for in paragraph (c) of this clause 14.2 shall apply.]
[(d) For the
purpose of this clause 14.2, Ònon-MAPA participationÓ means in relation to any
member of a Managed Syndicate and a Managed Syndicate the amount of the memberÕs syndicate premium limit allocated
to the syndicate other than through a MAPA.]
NOTE
[(e) If the
appointment of the Agent as the managing agent of an underwriting member in
respect of the Managed Syndicate is terminated under any provision of clause 11
of the Managing AgentÕs Agreement between that underwriting member and the
Agent (or, in the case of the Name, this Agreement) otherwise than at the end
of a year, and the memberÕs syndicate premium limit of that underwriting member
is equal to or greater than 2% (or such other percentage as the Council may
from time to time prescribe) of the syndicate allocated capacity of the Managed
Syndicate, the Agent shall forthwith notify the Council and the Council may
give such directions to modify the application of this clause 14 in relation to
the Managed Syndicate as the Council may in its sole discretion think fit.
(f) Without
limiting the generality of paragraph (e) of this clause 14.2, any directions
given under that paragraph may include provision that, instead of the results
of the Managed Syndicate for the relevant year of account being allocated
between the members of the Managed Syndicate by dividing between them the
profit or loss for that year of account as a whole on any basis specified in
any other provision of this clause 14.2, such results be allocated instead by:
(i) causing
accounts to be prepared for such periods of the year (ÒAccounting PeriodsÓ) on
such basis and in accordance with such accounting policies as may be specified;
(ii) allocating
the profit or loss of the Managed Syndicate for each such Accounting Period
among the members of the Managed Syndicate during such Period by reference to
the amounts of their respective memberÕs syndicate premium limits in relation
to the Managed Syndicate; and
(iii) ascertaining
the profit or loss of each member for the whole year by aggregating the profit
or loss of such member in respect of each of the Accounting Periods during
which he was a member of the Managed Syndicate.
(g) Any
directions given under paragraph (e) of this clause 14.2 may also include:
(i) provision
varying the time at which a member of the Managed Syndicate is to be treated as
ceasing to be a member of the Managed Syndicate for the purposes of any of the
preceding provisions of this clause;
(ii) consequential
provision for the operation of clause 6.3 and 6.4 in such manner as the Council
may in its sole discretion consider fair.]
NOTE
14.3 The
decision of the auditors for the time being of the Managed Syndicate as to any
question or dispute relating to the operation of any part of this clause 14
shall, save in the case of manifest error, be final and binding on the Name and
the Agent.
15.
Variation
15.1 None
of the provisions of this Agreement, other than those provisions of Schedule 1
which are to be or may be completed or deleted as specified in the AgentsÕ
Syndicate List or (in the case of a Direct Syndicate) the Syndicate List, may
be varied or amended in any manner whatsoever (otherwise than in consequence of
the operation of clause 1.4, clause 10 [, clause 14.2(e)] or clause 15.2)
without the written consent of the Council. Any permitted variation or
amendment of this Agreement shall, subject as aforesaid, be in writing and
signed by each of the parties.
NOTE
15.2 The
Council may by byelaw vary or amend any of the provisions of this Agreement
with effect from 1st January in any year provided that such date falls no
sooner than eight months after the date of the relevant byelaw and each of the
Name and the Agent hereby agrees that it will be bound by any such variation or
amendment in accordance with its terms and that this Agreement will take effect
as so varied or amended with effect from such date.
[15.2 (a)The Council may by byelaw
vary or amend any of the provisions of this Agreement with effect from 1st
January in any year provided (subject to paragraph (b) below) that such date
falls no sooner than eight months after the date of the relevant byelaw.
NOTE
[[(b) The Council may
by byelaw made no later than 31 January 2003 but with effect from 1 January
2003 vary or amend any of the provisions of this Agreement (including, without
limitation, clauses 11 and 11A) as it thinks necessary or expedient for the
purpose of or in connection with the making or implementation of any byelaw or
other requirement of the Council which may be made as a result of or in
relation to any proposal contained in, arising from or developed in response to
the proposals of the ChairmanÕs Strategy Group presented to the Council on 17
January 2002.]]
(c) Each
of the Name and the Agent hereby agrees that it will be bound by any such
variation or amendment in accordance with its terms and that this Agreement
will take effect as so varied or amended with effect from such date.]
NOTE
[15.3 Any
agreement or arrangement (in either case whether or not legally binding and
whether or not collateral to this Agreement) which has the effect of varying
any of its terms (whether by altering the discretions, duties, rights or
responsibilities of the Agent or otherwise) shall for purposes of clause 15.1
be treated as a variation of a term of this Agreement.]
NOTE
16. Arbitration
16.1 Subject
to clause 16.3, any dispute, difference, question or claim relating to this
Agreement which may arise between the Agent and the Name shall be referred at
the request of either party to arbitration in London by a sole arbitrator to be
appointed, in default of agreement between the parties, by the Chairman or a
Deputy Chairman of LloydÕs for the time being.
16.2 In
conducting any arbitration provided for in this clause 16 the arbitrator shall
not be bound by the strict rules of procedure or evidence. Save as aforesaid
the statutory provisions for arbitration for the time being in force in England
shall apply.
16.3 This
clause 16 does not apply to any dispute, difference, question or claim:
(a) relating
to any of the provisions of clause 7.1 or clause 14; or
(b) which
the Name, in accordance with the Modified Arbitration Procedure Byelaw (No. 4
of 1987), requests should be referred to arbitration under that byelaw, unless
and until such a request is rejected under that byelaw.
NOTE
[16.
Arbitration
16.1 Subject
to clause 16.2 and clause 16.3, any dispute, difference, question or claim
arising under out of or in connection with this Agreement shall be referred at
the request of either the Agent or the Name to arbitration in London under the
rules of the LloydÕs Arbitration Scheme for the time being, which rules are
deemed to be incorporated by reference into this clause.
16.2 This
clause 16 does not apply to any dispute, difference, question or claim relating
to any of the provisions of clause 7.1 or clause 14.
16.3 This
clause 16 does not apply or applies as modified to any dispute, difference,
question or claim in respect of which and to the extent to which the
application of this clause 16 is excluded or modified by byelaw or by the
LloydÕs Arbitration Scheme.]
NOTE
17.
Agreement not a partnership
17.1 Nothing
in this Agreement shall constitute a partnership between the Name and the Agent
or between the Name and any or all of the other members of the Managed
Syndicate.
17.2 The
Name and the Agent acknowledge that the association between the members of a
syndicate for a year of account is made solely for the purposes of, and is
limited to, the underwriting of insurance business allocated to that year of
account and matters arising out of or in connection with insurance business so
underwritten, and nothing in this Agreement shall be taken to create to give
rise to any longer or further association or to constitute the syndicate as an
entity continuing from year to year.
18. Notices
18.1 Any
notice under this Agreement shall be in writing (including telex or facsimile
transmission) and may be served by personal delivery or by leaving it at or
sending it by prepaid post (which shall in the case of a notice under clause 11
be recorded delivery or registered post) to the address of the relevant party
specified in clause 18.2 or in the case of a notice served by telex or
facsimile transmission by transmitting it to the number specified in clause
18.2. Any notice so served or document sent by post shall be deemed to have
been received 72 hours from the time of posting and any notice sent by telex or
by facsimile transmission shall be deemed to have been received when evidence
of its receipt is transmitted to the person sending it.
18.2 (a) Any
notice given to the Agent may be left at or sent to the address of the Agent
set out in, or to the telex or facsimile number referred to in, the AgentÕs
Agreement between the Agent and the NameÕs MembersÕ Agent or (in the case of a
Direct Syndicate) in the MembersÕ AgentÕs Agreement between the Agent and the
Name or such other address as the Agent may from time to time notify to the
MembersÕ Agent or (in the case of a Direct Syndicate) to the Name.
(b) Any
notice given to the Name:
(i) if
the Managed Syndicate is not a Direct Syndicate, may be left at or sent to the
address or telex or facsimile number at or to which notices to the NameÕs
MembersÕ Agent may for the time being be left or sent for the purposes of
clause 10 of the AgentsÕ Agreement between the NameÕs MembersÕ Agent and the
Agent;
(ii) if
the Managed Syndicate is a Direct Syndicate, may be left at or sent to the
address or telex or facsimile number of the Name at or to which notices may for
the time being be left or sent for the purposes of clause 17 of the MembersÕ
AgentÕs Agreement between the Name and the Agent.
19.
Governing law and jurisdiction
19.1 This
Agreement is governed by, and shall be construed in accordance with, the laws
of England.
19.2 Each
of the parties hereby irrevocably submits for all purposes of and in connection
with this Agreement to the exclusive jurisdiction of the courts of England.
Schedule 1.
AgentÕs Fees
[Schedule 1
to Schedule 3 of the Byelaw]
Part A:
Annual Fee
The fee
payable to the Agent under clause 6.1 in relation to each year of account shall
be:
ÑÑ % of the
NameÕs memberÕs syndicate premium limit in relation to the Managed Syndicate
for that year of account*
OR
£ ÑÑ *
OR
ÑÑ % of the
first £ ÑÑ or any part thereof
ÑÑ % of the
next £ ÑÑ or any part thereof
ÑÑ % of the
next £ ÑÑ or any part thereof
ÑÑ % of any
excess over £ ÑÑ
of the
NameÕs memberÕs syndicate premium limit in relation to the Managed Syndicate
for that year of account*
subject to
a minimum/maximum of £ ÑÑ*
payable
monthly/quarterly/annually* in advance/arrears* on [date or dates*] in the year
corresponding to the relevant year of account.
*As
specified in the AgentsÕ Syndicate List or (in the case of a Direct Syndicate)
the Syndicate List.
This
provision is optional.
Part B:
Profit Commission and Deficit Clause
1. Basis of
calculation
The
profit commission payable to the Agent in respect of each year of account of
the Managed Syndicate shall be the percentage specified in the AgentsÕ
Syndicate List or (if the Managed Syndicate is a Direct Syndicate) the Syndicate
List of the NameÕs Adjusted Profit for the relevant year of account, the
Adjusted Profit being calculated in accordance with the following provisions of
this Schedule.
2.
Determination of underwriting profits and losses
For
the purposes of this Schedule the closed year of account profit or loss of the
Managed Syndicate for any year of account shall, subject to the following
provisions of this Schedule, be determined by reference to the audited
underwriting account of the Managed Syndicate for the relevant year of account
but any necessary adjustments shall be made to ensure that:
(a) investment
income shall be taken into account before deduction of tax;
(b) capital
appreciation and depreciation and profit or loss on the realisation of
investments shall be taken into account before making any provision for tax
thereon;
(c) foreign
currency exchange gains and losses shall be taken into account;
(d) no
deduction shall be made for any United Kingdom or overseas taxation on
underwriting profits; and
(e) deductions
shall be made for syndicate expenses [. . .] but not for any other charges,
costs or expenses incurred by the Name.
NOTE
3. Deficit
clause: basic calculation or Adjusted Profit
(a) Subject
to the following provisions of this Schedule, the NameÕs Adjusted Profit for
any year of account (Òthe Relevant YearÓ) is the NameÕs Syndicate Profit for
the Relevant Year less the Eligible Losses at the Closing Date of the Relevant
Year.
(b) In
this Schedule:
(i) Òthe
NameÕs AllocationÓ for a year of account means the amount of the NameÕs
memberÕs syndicate premium limit in relation to the Managed Syndicate for that
year of account;
(ii) ÒSyndicate
ProfitÓ for a year of account means the closed year of account profit of the
Managed Syndicate for that year of account determined in accordance with
paragraph 2 above, and ÒSyndicate LossÓ has a corresponding meaning;
[(iia) Òthe NameÕs
expensesÓ for a year of account means the amount payable by the Name in respect
of that year of account by way of LloydÕs subscriptions, Central Fund
contributions, New Central Fund contributions and the AgentÕs annual fee;]
(iii) ÒNameÕs
Syndicate ProfitÓ for a year of account means the amount of the Syndicate
Profit attributable to the NameÕs Allocation for that Year of account (as
adjusted, where applicable, under clause 14), and ÒNameÕs Syndicate LossÓ has a
corresponding meaning;
(iv) a
NameÕs Syndicate Loss incurred in respect of a year of account is deemed to be
incurred at the Closing Date of that year of account;
(v) ÒClosing
DateÓ means a date at which a year of account is closed;
(vi) ÒPrior
Year End(s)Ó means, in relation to a Closing Date, the end(s) of the [*]
year(s) immediately preceding the year ending on that Closing Date;
(vii) ÒEligible
LossÓ means, in relation to the calculation of the NameÕs Adjusted Profit for
the Relevant Year, a NameÕs Syndicate Loss, NameÕs Initial Deficit or NameÕs
Further Deficit incurred at the Closing Date of the Relevant Year or at a Prior
Year End, so far as not taken into account under this Schedule in calculating
the NameÕs Adjusted Profit for a year of account closed before or at the same
time as the Relevant Year; and
(viii) ÒNameÕs Initial
DeficitÓ and ÒNameÕs Further DeficitÓ have the meanings respectively given to
them in paragraph 6 below.
*
As specified in the AgentsÕ Syndicate List or (if the Managed Syndicate is a
Direct Syndicate) the Syndicate List.
NOTE
4. Deficit
clause: carry-forward of surplus Eligible Losses
If
the Eligible Losses exceed the NameÕs Syndicate Profit for the Relevant Year,
the NameÕs Adjusted Profit for the Relevant Year shall be treated as nil and so
much of the excess as was not incurred at the earliest Prior Year End shall be
carried forward as Eligible Losses available, subject to the provisions of this
Schedule, to be taken into account in calculating the NameÕs Adjusted Profit at
the following Closing Date.
5. Deficit
clause: priority among Eligible Losses
Where
the calculation of the NameÕs Adjusted Profit involves subtracting from the
NameÕs Syndicate Profit Eligible Losses incurred at more than one year end, the
Eligible Losses incurred at the earliest relevant year end shall be deemed to
be subtracted first.
6. Deficit
clause: run-off accounts
(a) This
paragraph applies where a year of account of the Managed Syndicate (Òthe
Run-off YearÓ) is not closed at the date at which it would normally have been
closed in accordance with the policies and procedures generally adopted in
respect of the Managed Syndicate (Òthe Normal Closing DateÓ).
(b) (i) Where
the run-off account result for the Run-off Year at the Normal Closing Date, as
shown in the annual report prepared as at that date, is a deficit, that deficit
is in this Schedule referred to as the ÒInitial DeficitÓ, and the amount of the
Initial Deficit attributable to the Name is referred to as the ÒNameÕs Initial
DeficitÓ.
(ii) Where
at any anniversary or the Normal Closing Date the Run-off Year remains open and
the cumulative run-off account balance for the Run-off Year as at that anniversary,
as shown in the annual report prepared as at that anniversary, is a deficit,
that deficit is in this Schedule referred to as an ÒIntermediate DeficitÓ, and
the amount of an Intermediate Deficit attributable to the Name is referred to
as a ÒNameÕs Intermediate DeficitÓ.
(iii) If
the Run-off Year is closed, the Syndicate Profit or Syndicate Loss in respect
of the Run-off Year, as shown in the annual report prepared as at the Closing
Date, is in this Schedule referred to as the ÒFinal BalanceÓ, and the amount of
the Final Balance attributable to the Name is referred to as the ÒNameÕs Final
BalanceÓ.
(c) A
NameÕs Initial Deficit shall for the purposes of the definition of ÒEligible
LossÓ in paragraph (3)(b) above be treated as incurred at the Normal Closing
Date.
(d) If
at any anniversary of the Normal Closing Date there is a NameÕs Intermediate
Deficit exceeding whichever is the greatest of the NameÕs Initial Deficit and
any previous NameÕs Intermediate Deficit, a loss equal to the excess (or, where
there has been no NameÕs Initial Deficit and no previous NameÕs Intermediate
Deficit, equal to the NameÕs Intermediate Deficit at that anniversary) shall be
treated as incurred at that anniversary. Such a loss is in this Schedule
referred to as a ÒNameÕs Further DeficitÓ.
(e) If
the Run-off Year is closed, the nameÕs Final Balance at the Closing Date shall
be adjusted by crediting an amount equal to the aggregate amounts of the NameÕs
Initial Deficit and of any NameÕs Further Deficit which previously have
beenapplied as Eligible Losses in reducing the NameÕs Adjusted Profit at the
Closing Date of any other year of account. The resulting amount (Òthe Adjusted
Final BalanceÓ) shall be treated as the NameÕs Syndicate Profit arising, or the
NameÕs Syndicate Loss incurred, at the Closing Date of the Run-off Year.
7. Deficit
clause: apportionment of Eligible Losses
(a) Where
a NameÕs Syndicate Profit arises on the closing of each of two or more years of
account closed at the same date, any Eligible Losses available at that date
shall be apportioned between the respective NameÕs Syndicate Profits rateably
according to the amounts of those NameÕs Syndicate Profits.
(b) Where
the calculation of the NameÕs Adjusted Profit involves subtracting from a
NameÕs Syndicate Profit Eligible Losses incurred at the same year end in
respect of two or more years of account, those Eligible Losses shall be
apportioned between the relevant years of account rateably according to the
respective total amounts of the Eligible Losses as at the relevant Closing Date
attributable to each such year of account.
(c) Any
apportionments falling to be made under this paragraph in a case where
paragraph 8 below applies shall be made before effect is given to that
paragraph.
[7A.
Deficit Clause: Syndicate Merger
(a) This
paragraph 7A applies where:
(i) for
any Relevant Year after 1998 the Managed Syndicate is a successor syndicate in
consequence of a syndicate merger;
(ii) the
successor syndicate and the ceasing syndicate are or were managed by the same
managing agent or by related managing agents; and
(iii) the
Name is a member of the successor syndicate for the Relevant Year and was a
member of the ceasing syndicate for its final year of account and of the
successor syndicate for the next following year of account.
(b) Any
Syndicate Loss, Initial Deficit or Further Deficit of the ceasing syndicate
which, if the ceasing syndicate had continued to accept new or renewal business
for subsequent years of account, would have been an Eligible Loss under the
Managing AgentÕs Agreement between the Name and the managing agent of the
ceasing syndicate for the purpose of calculating any profit commission payable
by the Name under that agreement for the Relevant Year (assuming neither profit
nor loss for the ceasing syndicate for any year of account between its final
year of account and the Relevant Year) shall, subject to any adjustment in
accordance with sub-paragraph (c) or (d) below, be treated as an Eligible Loss
of the Managed Syndicate for the purposes of this Part B.
(c) Where
the NameÕs Allocation for the final year of account of the ceasing syndicate
was greater than the NameÕs Merger Allocation and Eligible Losses attributable
to any year or years of account of the ceasing syndicate fall under this
paragraph 7A to be subtracted from the Syndicate Profit in calculating the
Syndicate Adjusted Profit for the Relevant Year of the Managed Syndicate, the
aggregate amount of the Eligible Losses attributable to that year or those
years of account of the ceasing syndicate which may be so subtracted is limited
to:
L x A2
A1
where:
L =the
amount of the Eligible Losses attributable to that year or those years of
account of the ceasing syndicate;
A1 =the
amount of the NameÕs Allocation for the last year of account of the ceasing
syndicate; and
A2 =the
amount of the NameÕs Merger Allocation.
(d) Where
the NameÕs Allocation for the final year of account of the ceasing syndicate
was less than the NameÕs Merger Allocation and Eligible Losses attributable to
any year or years of account of the ceasing syndicate fall under this paragraph
7A to be subtracted from the Syndicate Profit in calculating the Syndicate
Adjusted Profit for the Relevant Year of the Managed Syndicate, the aggregate
amount of the Eligible Losses attributable to that year or those years of
account of the ceasing syndicate which may be so subtracted is limited
to:P × A1/A2
where:
P =the
amount of the Syndicate Profit for the Relevant Year;
A1 =the
amount of the NameÕs Allocation for the last year of account of the ceasing
syndicate; and
A2 =the
amount of the NameÕs Merger Allocation.
(e) For
the purposes of this paragraph 7A:
(i) Òceasing
syndicateÓ and Òsuccessor syndicateÓ have the meanings given in the Major
Syndicate Transactions Byelaw (No. 18 of 1997, 332);
(ii) Òrelated
managing agentsÓ means two or more managing agents, being bodies corporate,
which are members of the same group, and ÒgroupÓ means for this purpose a
holding company and its subsidiaries, in each case as defined by section 736 of
the Companies Act 1985;
(iii) ÒNameÕs
Merger AllocationÓ means the amount of the NameÕs Allocation on the successor
syndicate for the first year of account after the syndicate merger to which the
Name became entitled, by reason of the terms of the syndicate merger or by
reason of any requirements of the Council made in relation thereto, by
reference to the amount of the NameÕs Allocation for the final year of account
of the ceasing syndicate; and
(iv) expressions
defined in paragraph 3(b) of this Part in relation to the Managed Syndicate
have the corresponding meanings in relation also to a ceasing syndicate
notwithstanding that the ceasing syndicate is not the Managed Syndicate.]
NOTE
8. Deficit
clause: effect of changes in the NameÕs participation
(a) Where
the NameÕs Allocation for the Relevant Year is less than the NameÕs Allocation
for another year of account and Eligible Losses attributable to that other year
of account fall to be subtracted from the NameÕs Syndicate Profit in
calculating the NameÕs Adjusted Profit for the Relevant Year, the amount of
Eligible Losses attributable to that other year of account which may be so
subtracted is limited to:
L ×
A2
A1
where:
L = the
amount of the Eligible Losses attributable to that other year of
account;
A1 = the
amount of the NameÕs Allocation for that other year of account; and
A2 = the
amount of the NameÕs Allocation for the Relevant Year.
(b) Where
the NameÕs Allocation for the Relevant Year is greater than the NameÕs Allocation
for another year of account and Eligible Losses attributable to that other year
of account fall to be subtracted from the NameÕs Syndicate Profit in
calculating the NameÕs Adjusted Profit for the Relevant Year, the amount of
Eligible Losses attributable to that other year of account which may be so
subtracted is limited to an amount equal to:
L ×
A1
A2
where:
P = the
NameÕs Syndicate Profit for the Relevant Year;
A1 = the
amount of the NameÕs allocation for that other year of account; and
A2 = the
amount of the NameÕs allocation for the Relevant Year.
9.
Transitional provision
References
in this Schedule to a year of account do not include a year of account earlier
than the 1990 year of account.
NOTE
[9.
Transitional Provisions
(a) References
in this Schedule to a year of account do not include a year of account earlier
than the 1990 year of account.
(b) References
in this Schedule to the ends of the two (or more) years immediately preceding a
year ending on a Closing Date do not include a year ending earlier than 31
December 1995.]
NOTE
10. Time of
payment
The
profit commission payable to the Agent in respect of any year of account shall
be calculated and paid forthwith upon the despatch to the NameÕs MembersÕ Agent
(or, where the Managed Syndicate is a Direct Syndicate, the Name) of the annual
report prepared as at the Closing Date of the relevant year of account.
NOTE
[Schedule
1. AgentÕs Fees
Part A:
Annual Fee
The fee
payable to the Agent under clause 6.1 in respect of each year of account shall
be:
ÑÑ% of the
NameÕs memberÕs syndicate premium limit in relation to the Managed Syndicate
for that year of account*
payable
(subject to any requirements of the Council) monthly/quarterly/annually*
in
advance/arrears*
on [date or
dates*]
in the year
corresponding to the relevant year of account.
* As
specified in the AgentsÕ Syndicate List or (in the case of a Direct Syndicate)
the Syndicate List.
Part B:
Profit Commission and Deficit Clause
1. Basis of
calculation
The
profit commission payable to the Agent under clause 6.2 in respect of each year
of account of the Managed Syndicate shall be the percentage specified in the
AgentsÕ Syndicate List or (if the Managed Syndicate is a Direct Syndicate) the
Syndicate List of the NameÕs Adjusted Profit for the relevant year of account,
the Adjusted Profit being calculated in accordance with the following
provisions of this Schedule.
2.
Determination of underwriting profits and losses
For
the purposes of this Schedule the closed year of account profit or loss of the
Managed Syndicate for any year of account shall, subject to the following
provisions of this Schedule, be determined by reference to the audited
underwriting account of the Managed Syndicate for the relevant year of account
but any necessary adjustments shall be made to ensure that:
(a) investment
income shall be taken into account before deduction of tax;
(b) capital
appreciation and depreciation and profit or loss on the realisation of
investments shall be taken into account before making any provision for tax
thereon;
(c) foreign
currency exchange gains and losses shall be taken into account;
(d) no
deduction shall be made for any United Kingdom or overseas taxation on
underwriting profits; and
(e) deductions
shall be made for syndicate expenses, [. . .] but not for any other charges,
costs or expenses incurred by the Name.
NOTE
3. Deficit
clause: basic calculation of Adjusted Profit
(a) Subject
to the following provisions of this Schedule, the NameÕs Adjusted Profit for
any year of account is the amount of the Syndicate Adjusted Profit attributable
to the NameÕs Allocation for that year of account [less the NameÕs Expenses for
that year of account] (as adjusted, where applicable, under clause 14).
NOTE
(b) In
this Schedule:
(i) ÒSyndicate
Adjusted ProfitÓ for any year of account (Òthe Relevant YearÓ) is the Syndicate
Profit for the Relevant Year less the Eligible Losses at the Closing Date of
the Relevant Year;
(ii) Òthe
NameÕs AllocationÓ for a year of account means the amount of the NameÕs
memberÕs syndicate premium limit in relation to the Managed Syndicate for that
year of account. [Òthe NameÕs ExpensesÓ for a year of account means the amount
payable by the Name in respect of that year of account by way of LloydÕs
subscriptions, Central Fund contributions made under any general or special
levy pursuant to paragraph 4(1) or (5) of the Central Fund Byelaw (No. 4 of
1986, 506) (including any contributions under any such agreement as is referred
to in paragraph 4 of the Membership, Central Fund and Subscriptions
(Miscellaneous Provisions) Byelaw (No. 16 of 1993, 514)) and the AgentÕs annual
fee;]
NOTE
(iii) ÒSyndicate
ProfitÓ for a year of account means the closed year of account profit of the
Managed Syndicate for that year of account determined in accordance with
paragraph 2 above, and ÒSyndicate LossÓ has a corresponding meaning;
(iv) a
Syndicate Loss incurred in respect of a year of account is deemed to be
incurred at the Closing Date of that year of account;
(v) ÒClosing
DateÓ means a date at which a year of account is closed;
(vi) ÒPrior
Year End(s)Ó means, in relation to a Closing Date, the end(s) of the [*]
year(s) immediately preceding the year ending on that Closing Date;
*As
specified in the AgentÕs Syndicate List or (if the Managed Syndicate is a
Direct Syndicate) the Syndicate List.
(vii) ÒEligible
LossÓ means, in relation to the calculation of the Syndicate Adjusted Profit
for the Relevant Year, a Syndicate Loss, Initial Deficit or Further Deficit
incurred at the Closing Date of the Relevant Year or at a Prior Year End, so
far as not taken into account under this Schedule in calculating the Syndicate
Adjusted Profit for a year of account closed before or at the same time as the
Relevant Year; and
(viii) ÒInitial DeficitÓ
and ÒFurther DeficitÓ have the meanings respectively given to them in paragraph
6 below.
4. Deficit
clause: carry-forward of surplus Eligible Losses
If
the Eligible Losses exceed the Syndicate Profit for the Relevant Year, the
Syndicate Adjusted Profit for the Relevant Year shall be treated as nil and so
much of the excess as was not incurred at the earliest Prior Year End shall be
carried forward as Eligible Losses available, subject to the provisions of this
Schedule, to be taken into account in calculating the Syndicate Adjusted Profit
at the following Closing Date.
5. Deficit
Clause: Priority among Eligible Losses
Where
the calculation of the Syndicate Adjusted Profit involves subtracting from the
Syndicate Profit Eligible Losses incurred at more than one year end, the
Eligible Losses incurred at the earliest relevant year end shall be deemed to
be subtracted first.
6. Deficit
Clause: run-off accounts
(a) This
paragraph applies where a year of account of the Managed Syndicate (Òthe
Run-off YearÓ) [is not closed] at the date at which it would normally have been
closed in accordance with the policies and procedures generally adopted in
respect of the Managed Syndicate (Òthe Normal Closing DateÓ).
(b) (i)Where
the run-off account result for the Run-off Year at the Normal Closing Date, as
shown in the annual report prepared as at that date, is a deficit, that deficit
is in this Schedule referred to as the ÒInitial DeficitÓ, [. . .].
(ii)Where
at any anniversary of the Normal Closing Date the Run-off Year remains open and
the cumulative run-off account balance for the Run-off Year as at that
anniversary, as shown in the annual report prepared as at that anniversary, is
a deficit, that deficit is in this Schedule referred to as an ÒIntermediate
DeficitÓ.
(iii)If
the Run-off Year is closed, the Syndicate Profit or Syndicate Loss in respect
of the Run-off Year, as shown in the annual report prepared as at the Closing
Date, is in this Schedule referred to as the ÒFinal BalanceÓ.
NOTE
(c) An
Initial Deficit shall for the purposes of the definition of ÒEligible LossÓ in
paragraph 3(b) above be treated as incurred at the Normal Closing Date.
(d) If at
any anniversary of the Normal Closing Date there is an Intermediate Deficit
exceeding whichever is the greatest of the Initial Deficit and any previous
Intermediate Deficit, a loss equal to the excess (or, where there has been no
Initial Deficit and no previous Intermediate Deficit, equal to the Intermediate
Deficit at that anniversary) shall be treated as incurred at that anniversary.
Such a loss is in this Schedule referred to as a ÒFurther DeficitÓ.
(e) If
the Run-off Year is closed, the Final Balance at the Closing Date shall be
adjusted by crediting an amount equal to the aggregate amounts of the Initial
Deficit and of any Further Deficit which previously have been applied as
Eligible Losses in reducing the Syndicate Adjusted Profit at the closing Date
of any other year of account. The resulting amount (Òthe Adjusted Final
BalanceÓ) shall be treated as the Syndicate Profit arising, or the Syndicate
Loss incurred, at the Closing Date of the Run-off Year.
7. Deficit
clause: apportionment of Eligible Losses
(a) Where
a Syndicate Profit arises on the closing of each of two or more years of
account closed at the same date, any Eligible Losses available at that date
shall be apportioned between the respective Syndicate Profits rateably
according to the amounts of those Syndicate Profits.
(b) Where
the calculation of the Syndicate Adjusted Profit involves subtracting from a
Syndicate Profit Eligible Losses incurred at the same year end in respect of
two or more years of account, those Eligible Losses shall be apportioned
between the relevant years of account rateably according to the respective
total amounts of the Eligible Losses as at the relevant Closing Date
attributable to each such year of account.
(c) Any
apportionments falling to be made under this paragraph in a case where
paragraph 8 below applies shall be made before effect is given to that
paragraph.
8. Transitional
provisions
(a) References
in this Schedule to a year of account do not include a year of account earlier
than the 1994 year of account.
(b) References
in this Schedule to the ends of the two (or more) years immediately preceding a
year ending on a Closing Date do not include a year ending earlier than 31
December 1996.
9. Time of
payment
The
profit commission payable to the Agent in respect of any year of account shall
be calculated and paid forthwith upon the despatch to the NameÕs MembersÕ Agent
(or, where the Managed Syndicate is a Direct Syndicate, the Name) of the annual
report prepared as at the Closing Date of the relevant year of account.]
Schedule 2.
The Syndicate and Arbitration Agreement
[Schedule 2
to Schedule 3 of the Byelaw]
THIS AGREEMENT
is made on
...........................................................................
BETWEEN:
(1) ...............................................................................................whose
registered/principal office is at .............................................................
...................................................................................................(the
ÒManaging AgentÓ);
(2) Each
of the underwriting members of LloydÕs who participates in the Managed
Syndicate (as defined below) for the Relevant Year of Account (as defined
below), the names of such underwriting members being listed in the syndicate
constitution attached to this Agreement (the ÒNamesÓ); and
(3) Each
of the membersÕ agents through the agency of which the Names participate in the
Managed Syndicate for the Relevant Year of Account, the names of such membersÕ
agents being listed in the syndicate constitution attached to this Agreement
(the ÒMembersÕ AgentsÓ).
WHEREAS
Each of the
Names and each of the MembersÕ Agents has authorised and directed the Managing
Agent to enter on their behalf into an agreement in the form of this
Agreement.NOW IT IS AGREED as follows:
1.
Interpretation
1.1 In
this Agreement, unless the context otherwise requires:
[ÒManaging
AgentÕs AgreementÓ means an agreement between a Name and the Managing Agent in
the terms of the standard agreement set out in Schedule 3 or (in the case of a
Name which is a body corporate) Schedule 4 to the Agency Agreements Byelaw (No.
8 of 1988, 310) regulating the NameÕs participation in the Managed Syndicate
for the Relevant Year of Account;]
ÒManaged
SyndicateÓ means the syndicate specified in the Schedule;
ÒRelevant
Year of AccountÓ means the year of account specified in the Schedule;
ÒStandard
MembersÕ AgentÕs AgreementÓ means the form of agreement between an underwriting
member of LloydÕs and a membersÕ agent prescribed by the Agency Agreements
Byelaw (No. 8 of 1988, 310).
NOTE
1.2 Unless
the context otherwise requires and except for the words and expressions defined
in clause 1.1, words and expressions defined in the Standard MembersÕ AgentÕs
Agreement have the same meanings in this Agreement.
[1.2A In
relation to a Name which is a body corporate, references in this Agreement to a
ÒManaging AgentÕs AgreementÓ or to any particular provisions thereof shall be
treated respectively as references to any agency agreement between that Name
and the Managing Agent in relation to the Managed Syndicate or to the
corresponding provisions thereof.]
NOTE
1.3 This
Agreement shall apply to the Managed Syndicate for the Relevant Year of
Account.
2.
Undertakings of the Names
Each
of the Names hereby undertakes to each of the other Names, the Managing Agent
and each of the MembersÕ Agents:
(a) to comply
with the provisions of the Managing AgentÕs Agreement between that Name and the
Managing Agent in relation to the Managed Syndicate;
(b) without
prejudice to paragraph (a) above, to remain a member of the Managed Syndicate
unless and until the appointment of the Managing Agent under the Managing
AgentÕs Agreement between that Name and the Managing Agent in relation to the
Managed Syndicate is terminated pursuant to and in accordance with the
provisions of clause 11 of that agreement; and
(c) not
to terminate the appointment of the MembersÕ Agent designated by that Name as
being appointed to act as his membersÕ agent in relation to the Managed
Syndicate for the Relevant Year of Account otherwise than pursuant to and in
accordance with the provisions of clause 11 of the MembersÕ AgentÕs Agreement
between that Name and that MembersÕ Agent.
3.
Syndicate Disputes
3.1 Any
disputes, differences, questions or claims whatsoever between any or all of the
Names, the MembersÕ Agents and the Managing Agent, whether in contract, tort or
otherwise, arising at any time and in any way out of or in connection with or
in relation to the Managed Syndicate for the Relevant Year of Account or to its
constitution or business for the Relevant Year of Account (ÒSyndicate DisputesÓ)
shall be referred to arbitration in London by a sole arbitrator to be appointed
at the instance of any of such Names, MembersÕ Agents or the Managing Agent by
the Chairman or a Deputy Chairman of LloydÕs for the time being.
3.2 Any
Syndicate Disputes which involve common questions or issues shall be referred
to the same arbitrator who shall have full power to direct that any such
Syndicate Disputes shall be heard concurrently between each and all of the
Names, MembersÕ Agents and the Managing Agent involved.
3.3 In
conducting any arbitration provided for under this Agreement the arbitrator
shall not be bound by the strict rules of procedure or evidence. Save as
aforesaid the statutory provisions for arbitration for the time being in force
in England shall apply.
3.4 This
clause 3 does not apply to any dispute, difference, question or claim:
(a) relating
to any of the provisions of clause 7.1, clause 13.6 or clause 14 of the
Managing AgentÕs Agreement between any of the Names and the Managing Agent; or
(b) which
any Name, in accordance with the Modified Arbitration Procedure Byelaw (No. 4
of 1987), requests should be referred to arbitration under that byelaw, unless
and until such a request is rejected under that byelaw.
NOTE
[3.
Syndicate Disputes
3.1 Subject
to clause 3.3 and clause 3.4, any disputes, differences, questions or claims
whatsoever between any or all of the Names, the MembersÕ Agents and the
Managing Agent, whether in contract, tort or otherwise, arising at any time and
in any way out of or in connection with or in relation to the Managed Syndicate
for the Relevant Year of Account or its constitution or business for the
Relevant Year of Account (ÒSyndicate DisputesÓ) shall be referred at the
request of any such Names, MembersÕ Agents or the Managing Agent to arbitration
in London under the rules of the LloydÕs Arbitration Scheme for the time being,
which rules are deemed to be incorporated by reference into this clause.
3.2 Subject
to the rules of the LloydÕs Arbitration Scheme, any Syndicate Disputes which
involve common questions or issues shall be referred to the same arbitrator or
arbitrators who shall have full power to direct that any such Syndicate
Disputes shall be heard concurrently between each and all of the Names, MembersÕ
Agents and the Managing Agent involved.
3.3 This
clause 3 does not apply to any dispute, difference, question or claim relating
to any of the provisions of clause 7.1, clause 13.6 or clause 14 of the
Managing AgentÕs Agreement between any of the Names and the Managing Agent.
3.4 This
clause 3 does not apply or applies as modified to any dispute, difference,
question or claim in respect of which and to the extent to which the
application of this clause 3 is excluded or modified by byelaw or by the LloydÕs
Arbitration Scheme.]
NOTE
IN WITNESS
whereof this Agreement has been signed by the Managing Agent on its own behalf
and for and on behalf of each of the Names and each of the MembersÕ Agents the
day and year first above written.
Schedule
The Managed
Syndicate is syndicate no.ÑÑ
The
Relevant Year of Account is theÑÑyear of account
SIGNED
byfor and on behalf of
the
Managing Agent,
each of the
Names and
each of the
MembersÕ
Agents in
the
presence
of:
[Schedule
4: the Managing AgentÕs Agreement (Corporate Member)
NOTE
THIS
AGREEMENT is made on ______________________________________ between:
(1)
___________________________________ whose registered/principal office is at
___________________________________________
(the ÒCorporate MemberÓ); and
(2) ___________________________________
whose registered/principal office is at
___________________________________________ (the ÒAgentÓ).
WHEREAS the
Corporate Member wishes to appoint the Agent to act as its managing agent in
respect of the underwriting business carried on by it as a member of a
particular syndicate or syndicates at LloydÕs.
NOW IT IS
AGREED as follows:
1.
Interpretation
1.1 In
this Agreement, unless the context otherwise requires:
Òactive
underwriterÓ has the meaning given to it in the Underwriting Agents Byelaw (No.
4 of 1984);
the ÒAgentÓ
includes, in the case of a partnership, any persons who are for the time being
carrying on, under whatever name or style, the business of that partnership,
and includes any Substitute Agent;
ÒAgentsÕ
Syndicate ListÓ has the meaning given to it in paragraph 1 of the Agency
Agreements Byelaw (No. 8 of 1988, 310);
ÒAudited
Closed Year LossÓ means a loss ascertained at the closing of a year of account
of the Managed Syndicate, the amount of which is set out in an annual report
complying with the Syndicate Accounting Byelaw (No. [18 of 1994, 326]) in
relation to which the syndicate auditor has reported in the terms specified in
paragraph 12(c) of that byelaw;
NOTE
[ÒCentral
Fund contributionÓ means any contribution to the Central Fund made under any
general or special levy pursuant to the Central Fund Byelaw (No. 4 of 1986,
506) (including any contributions made under the Syndicate Premium Income
Byelaw (No. 6 of 1984, 201) but not any special contributions under any such
agreement as is referred to in paragraph 4 of the Membership, Central Fund and
Subscriptions (Miscellaneous Provisions) Byelaw (No. 16 of 1993, 514));]
NOTE
ÒclosedÓ in
relation to a year of account, means closed by reinsurance to close;
ÒCorporate
MemberÓ includes [(i)] any person to whom the Corporate MemberÕs property may
pass by operation of law in any jurisdiction on bankruptcy, reorganisation or
otherwise [and, on the dissolution of a Scottish Limited Partnership, any
general partner;];
NOTE
[É]
NOTE
the
ÒCouncilÓ means the Council of LloydÕs and includes its delegates and persons
by whom it acts;
ÒCorporate
MemberÕs Syndicate ListÓ means a schedule in the form prescribed under
paragraph 6 of the Agency Agreements Byelaw (No. 8 of 1988) prepared in respect
of a year of account listing the Managed Syndicates for that year of account
and specifying (among other things) in relation to each Managed Syndicate the
Corporate MemberÕs memberÕs syndicate premium limit and the basis and level of
the AgentÕs remuneration and, where applicable, the formulae for ascertaining
such syndicate premium limit and remuneration;
[É]
NOTE
the
ÒLloydÕs Arbitration SchemeÓ means any rules made or any scheme established
from time to time by a special resolution of the Council or by byelaw in
relation to the conduct of arbitrations;
ÒLPSOÓ [has
the meaning given to it in the Interpretation Byelaw (No. 1 of 1983, 500);]
NOTE
ÒManaged
SyndicateÓ means a syndicate of which the Corporate Member is a member and in
respect of which the Agent is the managing agent;
Òmanaging
agentÓ means an underwriting agent which is listed as a managing agent on the
register of underwriting agents maintained under the Underwriting Agents Byelaw
(No. 4 of 1984, 101) and which is appointed by an underwriting member of
LloydÕs to provide services and perform duties of the same kind and nature as
those set out in this Agreement in respect of a particular syndicate;
ÒManaging
AgentÕs AgreementÓ means an agreement between an underwriting member of LloydÕs
and a managing agent in the terms of the Standard Managing AgentÕs Agreement
(General) or (where the underwriting member is a body corporate [or a Scottish
Limited Partnership]) in substantially the same terms as this Agreement;
NOTE
ÒManaging
AgentÕs TrusteesÓ means the trustees of the Premiums Trust Fund appointed by
the Agent in its capacity as the Corporate MemberÕs managing agent pursuant to
the Premiums Trust Deed [or, where any Overseas Direction or Special Trust
Direction provides for the Agent in its capacity as the Corporate MemberÕs
managing agent to appoint trustees, the trustees of the Overseas Fund or
Special Trust Fund (as the case may be) so appointed];
NOTE
ÒMAPA
participationÓ means, in relation to any member of a Managed Syndicate, a Managed
Syndicate and a MAPA, the amount of the memberÕs syndicate premium limit of
that member allocated to the syndicate through a MAPA operated by the membersÕ
agent of that member as ascertained in accordance with the formula specified in
an AgentsÕ Syndicate List prepared by that memberÕs agent;
ÒmembersÕ
agentÓ means an underwriting agent which is listed as a membersÕ agent on the
register of underwriting agents maintained under the Underwriting Agents Byelaw
(No. 4 of 1984, 101) and which is appointed by an underwriting member of
LloydÕs to provide services and perform duties of the same kind and nature as
those set out in the Standard MembersÕ AgentÕs Agreement;
ÒmembersÕ
agent pooling arrangementÓ or ÒMAPAÓ means an arrangement of the kind described
in paragraph 10 of the Agency Agreements Byelaw (No. 8 of 1988, 310) operated
by a membersÕ agent;
ÒMemberÕs
AgentÕs AgreementÓ means an agreement between an underwriting member of LloydÕs
and a membersÕ agent in the form of the Standard MembersÕ AgentÕs Agreement;
ÒMembership
AgreementÓ means an agreement between a member of the Society which is a body
corporate [or a Scottish Limited Partnership] and the Council in the form of
the agreement for the time being prescribed by the Council pursuant to
paragraph 3 of the Membership Byelaw (No. 17 of 1993, 111) as a requirement of
admission to membership of the Society;
NOTE
ÒmemberÕs
syndicate premium limitÓ has the meaning given to it in the Membership Byelaw
(No. 17 of 1993, 111);
[ÒNew
Central FundÓ means the New Central Fund referred to in the New Central Fund
Byelaw [[(No. 23 of 1996, 522)]] and any other assets expressed to be held as
part of the New Central Fund;
[[É]]
ÒNew
Central Fund contributionÓ means any contribution to the New Central Fund made
under any general or special levy pursuant to the New Central Fund Byelaw
[[(No. 23 of 1996, 522)]] (including any contributions made under the Syndicate
Premium Income Byelaw (No. 6 of 1984, 201) but not any special contributions
under any such agreement as is referred to in paragraph 4 of the Membership,
Central Fund and Subscriptions (Miscellaneous Provisions) Byelaw (No. 16 of
1993, 514));]
NOTE
Òoverall
premium limitÓ has the meaning given to it in the Membership Byelaw (No. 17 of
1993, 111);
[ÒOverseas
DirectionÓ has the meaning given in the Premiums Trust Deed;
ÒOverseas
FundÓ means a Premiums Trust Fund constituted or regulated or to be constituted
or regulated by an Overseas Direction;]
NOTE
[ÒPremiums
Trust DeedÓ means a trust deed (other than a Special Trust Direction or an
Overseas Direction) executed or to be executed by the Corporate Member in a
form for the time being required by the Council and approved by the Treasury
(or its predecessor, the Secretary of State) for the purposes of section 83 of the
Insurance Companies Act 1982 and constituting the Premiums Trust Fund;]
NOTE
ÒPremiums
Trust FundÓ means the trust fund [or funds] to which all premiums received by
or on behalf of the Corporate Member in respect of the Underwriting are
required to be transferred by section 83 of the Insurance Companies Act 1982;
NOTE
ÒProvisional
InsurerÓ has the meaning given to it in clause 8.2;
[ÒRegulating
TrusteeÓ means the Society or such other person as the Council may, under any
Premiums Trust Deed, appoint to act as Regulating Trustee (as defined in that
deed) acting in its capacity as Regulating Trustee;]
NOTE
Òreinsurance
to closeÓ has the meaning given to it in the Syndicate Accounting Byelaw (No.
[18 of 1994, 326]);
NOTE
Òrun-off
managerÓ has the meaning given to it in the Underwriting Agents Byelaw (No. 4
of 1984, 101);
[ÒScottish
Limited PartnershipÓ has the meaning given to it in the Membership Byelaw (No.
17 of 1993, 111);
ÒSpecial
Trust DirectionÓ has the meaning given in the Premiums Trust Deed;
ÒSpecial
Trust FundÓ means a Premiums Trust Fund constituted or regulated or to be
constituted or regulated by a Special Trust Direction;]
NOTE
the
ÒSocietyÓ or ÒLloydÕsÓ means the Society incorporated by LloydÕs Act 1871 by
the name of LloydÕs;
ÒStandard
Managing AgentÕs Agreement (General)Ó means the form of agreement between an
underwriting member of LloydÕs and a managing agent prescribed by the Agency
Agreements Byelaw (No. 8 of 1988, 310);
ÒStandard
MembersÕ AgentÕs AgreementÓ means the form of agreement between an underwriting
member of LloydÕs and membersÕ agent prescribed by the Agency Agreements Byelaw
(No. 8 of 1988, 310);
ÒSubstitute
AgentÓ means a person appointed by the Council to act as agent for an
underwriting member of LloydÕs under the Substitute Agents Byelaw (No. 20 of
1983, 300);
ÒsyndicateÓ
means a group of underwriting members of LloydÕs underwriting insurance
business at LloydÕs through the agency of a managing agent to which a
particular syndicate number is assigned by the Council;
Òsyndicate
allocated capacityÓ has the meaning given to it in the Syndicate Premium Income
Byelaw (No. 6 of 1984, 201);
ÒSyndicate
and Arbitration AgreementÓ means an agreement in the form set out in Schedule 2
to this Agreement;
ÒSyndicate
ListÓ has the meaning given to it in paragraph 1 of the Agency Agreements
Byelaw (No. 8 of 1988, 310);
[ÒTreasuryÓ
means Her MajestyÕs Treasury (or such other authority as has for the time being
succeeded to its functions under section 83 of the Insurance Companies Act
1982);]
NOTE
ÒUnderwritingÓ
means the business of underwriting and all related activities carried on by the
Corporate Member and the other members of the Managed Syndicates at LloydÕs as
members of the Managed Syndicates; and
ÒyearÓ
means a calendar year, except when used to refer to a year of account.
1.2(a) For the purpose only of
interpreting references in this Agreement to a syndicate and like expressions,
and subject always to clause 17.2, unless the context otherwise requires:
(i) the
several groups of underwriting members of LloydÕs to which in successive years
a particular syndicate number is assigned by the Council shall be treated as
the same syndicate, notwithstanding that they may not comprise the same
underwriting members with the same individual participations (and where two or
more numbers are assigned to a group of underwriting members, the number which
appears first in the list of syndicates published by the Council and specified
by the Council for the purposes of this paragraph shall be the number taken
into account for the purposes of this paragraph); and
(ii) references
to assets or liabilities of a member of a syndicate, or to anything done by or
to a member of a syndicate or by or to any person on his behalf, shall be
construed as references to assets employed or liabilities incurred by him, or
to things done by or to him or such other person on his behalf, in the course
of or in relation to the underwriting business carried on by him through that
syndicate.
(b) Where
a managing agent manages two or more syndicates which comprise the same
underwriting members participating in the same proportions and the managing
agent, in accordance with the Syndicate Accounting Byelaw (No. [18 of 1994,
326]), groups those syndicates together and treats them as a single syndicate
for the purposes of that byelaw, those syndicates shall also be treated as a
single syndicate for the purposes of this Agreement.
NOTE
1.2A For
the purpose only of interpreting references in this Agreement to membersÕ agent
pooling arrangements, MAPA participations, participating in a Managed Syndicate
through a MAPA and like expressions, and subject always to clause 17.2, unless
the context otherwise requires:
(a) [this
paragraph is intentionally left blank]
(b) where
a membersÕ agent has delivered an agentÕs syndicate list in respect of a year
of account in relation to members of a Managed Syndicate (including, if
applicable, the Corporate Member) specifying such membersÕ MAPA participations,
then each of those members shall be treated as belonging to the same MAPA as
each other;
(c) where
the Corporate Member participates in a syndicate through more than one membersÕ
agent (in addition to its participation under this Agreement) and where its
MAPA participations are set out in more than one AgentsÕ Syndicate List then
the Corporate Member shall be treated as belonging to a separate MAPA in
relation to each such list;
(d) where
in respect of any year of account the Corporate Member or any member of a
Managed Syndicate belongs to a MAPA it and they may be said to be participating
in that syndicate ÒthroughÓ that MAPA and the membersÕ agent which arranged
such participation may be said to be ÒoperatingÓ that MAPA; and
(e) where
in any year of account a membersÕ agent which acts as such for members of the
Managed Syndicate operates one or more MAPAs, and whether or not each such MAPA
comprises the same underwriting members and whether or not such members have
the same MAPA participations in relation to each such MAPA, then those MAPAs shall
be treated as separate MAPAs.
1.3 For
the purposes of this Agreement:
(a) a
person is connected with the Agent if that person is controlled by:
(i) the
Agent;
(ii) if
the Agent is a partnership, any partner for the time being in the Agent;
(iii) if
the Agent is a body corporate, any person who controls the Agent;
(b) a
person controls another person if:
(i) where
the other person is a body corporate, he, either alone or with any associate or
associates, is entitled to exercise, or control the exercise of, 15 per cent.
or more of the voting power at any general meeting of the body corporate or
another body corporate of which it is a subsidiary;
(ii) where
the other person is a partnership:
(A) the
partners are accustomed to act in accordance with his directions or
instructions, either alone or with those of any associate or associates
(disregarding advice given in a professional capacity); or
(B) he,
either alone or with any associate or associates, is entitled to exercise, or
control the exercise of, 15 per cent. or more of the voting power at any
meeting of the partners;
and
for the purposes of this paragraph:
(A) ÒassociateÓ,
in relation to any person, means that personÕs wife, husband or minor child or
step-child, any body corporate of which that person is a director, any person
who is an employee or partner of that person and, if that person is a body
corporate, any subsidiary of that body corporate and any employee of any such
subsidiary; and
(B) ÒsubsidiaryÓ
has the meaning given to it by section 736 of the Companies Act 1985.
1.4 No
provision of this Agreement shall have effect to the extent that it is contrary
to LloydÕs Acts 1871 to 1982 or to any requirement of the Council which is for
the time being applicable to the Corporate Member as a member of LloydÕs or to
the Agent.
1.5 References
in this Agreement to requirements of the Council are to any requirement imposed
by any byelaw or regulation made under LloydÕs Acts 1871 to 1982, any condition
or requirement imposed or direction given under any such byelaw or regulation,
any direction given under section 6 of LloydÕs Act 1982, any requirement
imposed by or under any undertaking given by the Corporate Member to LloydÕs or
to the Council and any other requirement imposed or direction given by the
Council under LloydÕs Acts 1871 to 1982; and the phrase Òrequired by the
CouncilÓ and similar phrases shall be construed accordingly.
1.6 Any
reference in this Agreement to an enactment, byelaw or regulation is a
reference to it as already amended and includes a reference to any repealed
enactment or any revoked byelaw or regulation which it may re-enact, with or
without amendment, and to any future re-enactment or amendment of it.
1.7 The
headings in this Agreement shall not affect its interpretation.
1.8 This
Agreement applies separately to each Managed Syndicate.
1.9 If
the Corporate Member participates in a Managed Syndicate both by virtue of the
signature of a Syndicate List or AgentsÕ Syndicate List and by virtue of the
signature of a Corporate MemberÕs Syndicate List under this Agreement, this
Agreement shall in its application to that Managed Syndicate extend only to the
Corporate MemberÕs participation by virtue of the signature of that Corporate
MemberÕs Syndicate List and shall be construed accordingly.
2.
Appointment of the Agent
2.1 The
Corporate Member hereby appoints the Agent, and the Agent hereby agrees, to
provide the services and perform the duties set out in this Agreement in
respect of the Underwriting.
2.2 By
signing a Corporate MemberÕs Syndicate List in respect of any year of account
to which this Agreement applies the Corporate Member will be deemed to appoint
the Agent as its managing agent (or, in the case of a Managed Syndicate of
which the Corporate Member is already a member, to agree that the appointment
of the Agent as its managing agent is to continue) and the Agent will be deemed
to agree to act (or to continue to act) as the Corporate MemberÕs managing
agent, in respect of each of the syndicates specified in the Corporate MemberÕs
Syndicate List on the terms of this Agreement and with such allocations of the
Corporate MemberÕs overall premium limit, and for a remuneration on such basis
and at such level, as are specified in the Corporate MemberÕs Syndicate List.
2.3 By
signing a Corporate MemberÕs Syndicate List in respect of a particular year of
account the Corporate Member and the Agent shall also be deemed to agree in the
same terms the matters referred to in clause 2.2 in respect of subsequent years
of account [, subject to any reduction in the corporate memberÕs syndicate
premium limit arising as a result of a reduction made in accordance with the
Syndicate Pre-emption Byelaw (No. 19 of 1997, 333) by the Agent of the memberÕs
syndicate premium limits of all of the members of any particular syndicate in
which the corporate member participates for the time being,] unless and until
that Corporate MemberÕs Syndicate List is replaced by a new Corporate MemberÕs
Syndicate List signed by the Corporate Member and the Agent (or by a memorandum
signed by the Corporate Member and the Agent recording that there are no
Managed Syndicates in respect of a particular year of account) or the
appointment of the Agent under this Agreement is terminated.
NOTE
2.4 The
Corporate Member and the Agent may agree that this Agreement shall apply in
relation to any syndicate (a ÒProvisional SyndicateÓ) in respect of which the
Corporate Member is to be a Provisional Insurer within the meaning of clause
8.2 of this Agreement by virtue of paragraph (b) or (c) of that clause, and
agree on the amount of the Corporate MemberÕs overall premium limit to be
allocated to the Provisional Syndicate and the basis and level of the AgentÕs
remuneration as managing agent, by signing a written memorandum recording their
agreement on these matters or in such other manner as the Corporate Member and
the Agent may agree.
2.5 The
Corporate Member and the Agent may sign a supplementary Corporate MemberÕs
Syndicate List in respect of any year of account for the purpose of agreeing
that the Corporate Member is to participate in a syndicate commencing business
otherwise than at the beginning of the corresponding year and agreeing the
amount of the Corporate MemberÕs overall premium limit to be allocated to that
syndicate and the basis and level of the remuneration of the Agent as the
managing agent of that syndicate, but not otherwise.
3. Services
to be provided by the Agent
The
Agent shall carry out the Underwriting on behalf of the Corporate Member and
the other members of the Managed Syndicate and in particular (but without
limitation) shall:
Underwriting
(a) determine
the underwriting policy of the Managed Syndicate;
(b) appoint
and supervise the active underwriter or the run-off manager (as the case may
be) of the Managed Syndicate and associated underwriting, claims,
administrative and accounting staff (but so that the acts and omissions of the
active underwriter or the run-off manager (as the case may be) and of such
staff shall for all purposes of this Agreement be treated as acts and omissions
of the Agent);
(c) accept
risks on behalf of the Managed Syndicate;
(d) determine
the policy of the Managed Syndicate in relation to reinsurance and, if the
Agent considers that the Managed Syndicate should adopt a reinsurance
programme, effect and manage the reinsurance programme of the Managed
Syndicate;
(e) settle
and pay claims on behalf of the Managed Syndicate;
(f) subject
to clause 9.4 and the proviso to clause 5, determine the premium for, and
effect, the reinsurance to close for the Managed Syndicate in respect of each
year of account;
Premiums
Trust Fund
[(g) perform its
functions under the Premiums Trust Deed or Deeds and any Overseas Direction or
Special Trust Direction applicable in respect of the Underwriting or other
trust fund required or permitted to be maintained by the Corporate Member in
connection with the Underwriting including (without limitation) the appointment
of any Managing AgentÕs Trustees;
(h) manage
the investment of the monies and other assets held on behalf of the Corporate
Member by or under the control of any Managing AgentÕs Trustees or any trustees
of any Overseas Direction or Special Trust Direction or other trust fund
required or permitted to be maintained by the Corporate Member in connection
with the Underwriting and subject to the direction of the Agent;]
NOTE
(i) [this
paragraph is intentionally left blank]
[(j) direct
the Managing AgentÕs Trustees or other relevant trustees to pay the profits of
the Underwriting to the Regulating Trustee or to hold them subject to the
direction of the Regulating Trustee, as the case may be, in accordance with
clause 9.3;]
NOTE
Accounts
and audit
(k) appoint
auditors for the Managed Syndicate in accordance with the requirements of the
Council;
(l) prepare
and send to the Corporate Member [É] and to LloydÕs such annual reports,
personal accounts and other reports and documents in respect of the Managed
Syndicate as are for the time being required by the Council to be so prepared
and sent;
NOTE
Regulation
(m) take such
action as is required of, or appropriate for, a managing agent in advising or
assisting the Corporate Member as to compliance, or itself complying on behalf
of the Corporate Member, with all laws, byelaws, regulations, rules, codes of
practice, conditions and requirements applicable to the Corporate Member in
connection with the Underwriting and in particular (but without limitation) the
Agent shall, so far as lies within its control and is appropriate for a managing
agent, ensure the completion, execution and timely submission to LloydÕs and to
other competent authorities of all deeds, agreements, schedules, returns and
other documents required to be so submitted in connection with the
Underwriting;
(n) comply
with the requirements for the time being of the Council in relation to the
preparation and filing of syndicate constitutions in relation to the Managed
Syndicate;
Taxation
(o) carry
out in relation to taxation matters connected with the Underwriting such
functions as are required by the Income and Corporation Taxes Act 1988, the Tax
Acts (as defined in section 831 of that Act), the Taxation of Chargeable Gains
Act 1992 and the Taxes Management Act 1970 and any regulations made under any
of those Acts or are otherwise appropriate for a managing agent and use its
reasonable endeavours to ensure compliance by the Corporate Member with any law
or regulation of any foreign jurisdiction relating to taxation and applicable
to the Underwriting [, including by exercising any power the Agent may have
under any Premiums Trust Deed, Overseas Direction or Special Trust Direction to
direct payment of amounts due in respect of or in connection with such
taxation]; and
NOTE
Run-off
(p) run
off the business of the Managed Syndicate in respect of any year of account
until such time as the liabilities arising out of that business are covered by
reinsurance to close.
4. Duties
of the Agent
4.1 The
Agent undertakes to the Corporate Member [subject to clause 4.3(d),] that it will
comply with LloydÕs Acts 1871 to 1982 and with the requirements of the Council,
and will have regard to the codes of practice from time to time promulgated or
made by the Council, which are applicable to it as a managing agent at LloydÕs.
NOTE
4.2 In
providing services, performing its duties and exercising its powers under this
Agreement the Agent shall:
Duties of
care and skill
(a) use
such skill, care and diligence as could reasonably be expected of a managing
agent carrying on business at LloydÕs and as is necessary for the proper
provision of services, performance of duties and exercise of powers by it under
this Agreement;
Fiduciary
duties
(b) act
in what it believes to be the interest of the Corporate Member and not allow
its personal interest to conflict with the obligations owed by it to the
Corporate Member under this Agreement;
(c) account
to the Corporate Member for any gain or profit it receives directly or
indirectly in connection with the performance of this Agreement otherwise than
as expressly permitted or contemplated by this Agreement;
(d) [Irrespective
of any disciplinary or other action in respect thereof which may be taken by or
under the authority of the Council under any byelaw, failure by the Agent to
comply with any one or more of the Core Principles for Underwriting Agents set
out in Schedule 2 to the Core Principles Byelaw (No. 34 of 1996, 330) shall not
of itself give rise to any right of action by the Corporate Member for breach
of clause 4.1 or affect the validity of any transaction; but this paragraph
shall not affect any liability of the Agent otherwise arising out of the same
act or omission of the Agent whether in respect of breach of any other
provision of this Agreement, other breach of contract, tort or otherwise;]
NOTE
Property
and monies of the Corporate Member
(e) subject
to clause 5(k), not use or apply any property which it receives or controls on
behalf of the Corporate Member otherwise than for the benefit of the Corporate
Member in accordance with the terms of this Agreement and the Premiums Trust
Deed and in particular the Agent shall not use or apply any such property for
its own benefit;
(f) at
all times keep any property which it receives or controls on behalf of the
Corporate Member separate from its own property;
[(g) forthwith
pay all premiums and other monies received by it on behalf of the Corporate
Member in connection with the Underwriting and all monies required by any
Premiums Trust Deed, Overseas Direction or Special Trust Direction or other trust
fund required or permitted to be maintained by the Corporate Member in
connection with the Underwriting or by law to be so paid by it into a trust
account of the Managing AgentÕs Trustees or of any other trustee of the
relevant Overseas Fund or Special Trust Fund or other trust fund (as the case
may be) to be held by the relevant trustees subject to the relevant trusts;
(h) cause
to be placed on deposit or invested or otherwise applied in accordance with the
provisions of the relevant trusts all monies standing to the credit of the
trust accounts of the Managing AgentÕs Trustees or of the trustees of any
Overseas Fund or Special Trust Fund or other trust fund required or permitted
to be maintained by the Corporate Member in connection with the Underwriting
which are subject to the direction of the Agent and, in the opinion of the
Agent, are not currently required for the satisfaction of claims, outgoings and
expenses and other amounts which can, under the terms of the relevant trusts,
be paid from the Premiums Trust Fund, Overseas Fund or Special Trust Fund or
other trust fund (as the case may be);]
NOTE
Information
and reporting
(i) [subject
to paragraph (jb) below] disclose to the Corporate Member or, if so directed by
the Corporate Member [[É]] in good time any information in its possession
relating to the Managed Syndicate and its activities, or any developments in
respect of those activities, which could reasonably be expected to influence
the Corporate Member in deciding whether to become or remain a member of the
Managed Syndicate or to increase or reduce its participation in the Managed
Syndicate, and use its reasonable endeavours to obtain any such information;
(j) without
prejudice to paragraph (i) above [but subject to paragraph (jb)], promptly
inform the Corporate Member or, if so directed by the Corporate Member [[É]] if
a decision is made by or on behalf of the Agent to allow a year of account of
the Managed Syndicate to remain open after the date as at which it would
normally have been closed (in which event the Agent shall also inform the
Corporate Member or, as the case may be, the Corporate MemberÕs LloydÕs Adviser
of the reasons for that decision);
NOTE
(ja) comply with
the requirements of the Council for the time being in relation to the holding
of meetings of, among others, the members of the Managed Syndicate;
[(jb) comply with the
requirements of the Council (including requirements prescribing, restricting or
regulating the disclosure or dissemination of information) directed to ensuring
compliance with Part V of the Criminal Justice Act 1993, any other enactment
for the time being in force relating to insider dealing and the requirements of
the International Stock Exchange of the United Kingdom and the Republic of
Ireland Limited or of any other stock exchange or investment exchange relating
to the dissemination or publication of information affecting securities listed,
quoted or traded on that exchange;]
NOTE
Systems of
control, record keeping and disclosure
(k) establish
and maintain adequate and effective systems and control procedures (including,
if appropriate, data processing controls and procedures) for:
(i) monitoring
and controlling the premium income of the Managed Syndicate;
(ii) managing
the cash flow of the Managed Syndicate;
and
otherwise in connection with the operation of the Managed Syndicate and of the
Premiums Trust Fund;
(l) manage
and control the expenses of the Managed Syndicate;
(m) establish
and maintain proper procedures in connection with the assessment of reinsurance
security;
(n) (i) maintain
accounting, statistical and other records relating to the Managed Syndicate in
accordance with the requirements for the time being of the Council;
[(ii) maintaining
accounting and other records relating to such part of the Premiums Trust Fund,
any Overseas Fund or Special Trust Fund or other trust fund acquired or
permitted to be maintained by the Corporate Member in connection with the
Underwriting as is held by or under the control of the Managing AgentÕs Trustees
or is subject to the direction of the Agent sufficient to show and explain all
receipts into and payments out of, and all transactions affecting, that part of
the relevant trust fund;]
NOTE
(iii) upon
request during usual business hours make available and (upon payment of a
reasonable charge) provide copies of the records referred to in sub-paragraphs
(i) and (ii) above to the Corporate Member [É] or the professional advisers of
either of them;
provided
however that the records referred to in sub-paragraphs (i) and (ii) above shall
be the property of the Agent; and
NOTE
(o) if
the Corporate Member has formulated a claim against the Agent relating in whole
or in part to the performance of the AgentÕs duties under this Agreement,
disclose to the Corporate Member upon request all documents and information
stored on computer records in its possession or under its control which are or
may be relevant to any issue arising or likely to arise in connection with such
claim and (upon request and payment of a reasonable charge) provide to the
Corporate Member copies of those documents and memoranda in legible form of
such information, provided that the Agent shall not be obliged to disclose to
the Corporate Member any document or information unless the Agent could be
compelled to produce that document or information in the course of proceedings
instituted by the Corporate Member in relation to any such claim.
4.3(a) The Agent shall not be treated as
contravening paragraph (b) of clause 4.2 because of the existence of a personal
interest if the existence, nature and extent of that interest have been fully
disclosed to the Corporate Member in writing and the Corporate Member has
agreed that the Agent may continue to act for it despite that interest.
(b) Paragraph
(c) of clause 4.2 shall not oblige the Agent to account to the Corporate Member
for any gain or profit if the existence, nature and extent of that gain or
profit have been fully disclosed to the Corporate Member in writing and the
Corporate Member has agreed that it may be retained by the Agent.
[(ba) The Agent shall not be
treated as contravening paragraph (b) of clause 4.2 and paragraph (c) of that
clause shall not oblige the Agent to account to the Corporate Member for any
gain or profit made by it in any case where the Agent from time to time applies
any part of the Premiums Trust Fund (in accordance with the Premiums Trust
Deed) to purchase any tangible fixed asset or any interest in a tangible fixed
asset, provided that the Agent has complied, and continues to comply, with any
requirements of the Council relating to the relevant purchase.]
NOTE
(c) Paragraph
(d) of clause 4.2 shall not require the Agent to disclose to the Corporate
Member the fact that it is acting as a managing agent for underwriting members
of LloydÕs other than the Corporate Member.
[(d) Irrespective
of any disciplinary or other action in respect thereof which may be taken by or
under the authority of the Council under any byelaw, failure by the Agent to
comply with any one or more of the Core Principles for Underwriting Agents
published by the LloydÕs Regulatory Board on 2 February 1996 (as for the time
being amended and whether or not established by or under any byelaw or
regulation) shall not of itself give rise to any right of action by the
Corporate Member or affect the validity of any transaction.]
4.4 In
providing services, performing duties and exercising its powers under this
Agreement, the Agent shall not make any arrangement, take any step or enter
into any transaction in relation to the Managed Syndicate which requires
approval and which has not been approved at a duly convened meeting held for
the purpose of considering such arrangement, step or transaction [or, if so
required or permitted by the requirements of the Council, by written approval
given by or on behalf of members of the syndicate in accordance with those
requirements].
NOTE
[4.3A
No transaction, arrangement, relationship, act or event (whether or not
directly involving the Agent) which would or might otherwise be regarded as
constituting or giving rise to a contravention of any obligation of the Agent
under paragraph (b) or (d) of clause 4.2 or under any corresponding obligation
implied by law in relation to conflicts of duty or interest, or as requiring the
Agent to account to the Corporate Member for any gain or profit such as is
referred to in paragraph (c) of that clause, shall be regarded as constituting
such a contravention or as giving rise to any such obligation to account if the
transaction, arrangement, relationship, act or event arises or occurs:
(a) in
circumstances specified by the Council under paragraph 3(4) of the Agency
Agreements Byelaw (No. 8 of 1988); and
(b) in
compliance with any applicable conditions and requirements prescribed by the
Council under that paragraph.]
NOTE
5. Powers
of the Agent
The
Corporate Member hereby authorises the Agent to exercise on its behalf such
powers as are necessary or expedient for the provision by the Agent of the
services and the performance by the Agent of the duties set out in this
Agreement including (without limitation) the power:
Underwriting
(a) to
conduct the Underwriting subject to the provisions of clauses 4.1 and 4.2 but
otherwise in such manner as the Agent in its sole discretion sees fit;
(b) to
enter into contracts of insurance on behalf of the Corporate Member and the
other members of the Managed Syndicate;
(c) without
prejudice to paragraph (d) below, to enter on behalf of the Corporate Member
and the other members of the Managed Syndicate into contracts to reinsure any
risks insured by any contract entered into under paragraph (b) above;
(ca) where some but
not all of the members of the Managed Syndicate for a year of account
(including, if applicable, the Corporate Member) are authorised under the law
of a particular state, province or territory, to accept risks in that state,
province or territory:
(i) to
accept on their behalf risks which the other members are not so authorised to
accept and to reinsure such risks on their behalf with the other members,
provided in either case that there exist, or the Agent effects pursuant to
sub-paragraph (ii) below, adequate arrangements (whether by way of retrocession
or otherwise) to ensure so far as possible that such insurance and reinsurance
of those risks confers no relative practical advantage or detriment on any of
the members of one group in relation to any of the members of the other group;
and
(ii) to
enter into any such arrangements as are referred to in sub-paragraph (i) above
on behalf of any of the members of the Managed Syndicate affected;
(d) on
behalf of the members of the Managed Syndicate for a year of account (Òthe
earlier yearÓ) including, if applicable, the Corporate Member (Òthe reinsured
membersÓ) and on behalf of the members of the Managed Syndicate for the next
succeeding or any later year of account (Òthe later yearÓ), including, if
applicable, the Corporate Member (Òthe reinsuring membersÓ), to effect in
accordance with clause 9 a contract of reinsurance to close under which:
(i) the
reinsuring members agree to indemnify the reinsured members against all known
and unknown liabilities of the reinsured members arising out of insurance
business underwritten through the Managed Syndicate and allocated to the
earlier year; and
(ii) the
reinsured members assign to the reinsuring members all the rights of the
reinsured members arising out of or in connection with that insurance business
(including without limitation the right to receive all future premiums,
recoveries and other monies receivable in connection with that insurance
business);
and
to debit the reinsured members and credit the reinsuring members with such
reinsurance premium in respect of the reinsurance to close as the Agent,
subject to any requirements of the Council, thinks fair;
[(da) without prejudice to
paragraph (d), where the Managed Syndicate for a year of account consists only
of a single corporate member, on behalf of the member of the Managed Syndicate
to close the year of account in accordance with the provisions of clause 9.2A;]
NOTE
(e) to
determine (subject to any requirements of the Council) to which year of account
the benefit and burden of any contract of insurance should belong, irrespective
of the date of acceptance of a risk or the signing of a policy;
(f) to
settle or compromise claims, whether or not such claims are in the opinion of
the Agent legally enforceable;
(g) to
enter into arrangements which the Agent considers will or may avoid or reduce
any liability in respect of a claim;
(h) to
collect all premiums and other monies, whether paid in cash or credited by book
entry or otherwise, which are due to the Corporate Member in connection with
the Underwriting;
(i) generally
to enter into such contracts and arrangements as are necessary or expedient for
the purposes of or in connection with the Underwriting or the discharge of any
of the functions of the Agent under this Agreement or the Premiums Trust Deed
[, any Overseas Direction, Special Trust Direction or deed governing any other trust
fund required or permitted to be maintained by the Corporate Member in
connection with the Underwriting] and for this purpose to incur and discharge
or cause to be discharged such expenses as are necessary and reasonable;
NOTE
Premiums
Trust Fund
[(j) (i) to
apply or cause to be applied any monies or other assets of the Corporate Member
under its control in or towards the satisfaction of claims and necessary and
reasonable expenses and outgoings made or incurred in connection with the
Underwriting and other amounts which can, under the terms of the relevant
trusts, be paid from the Premiums Trust Fund, Overseas Fund or Special Trust
Fund or other trust fund required or permitted to be maintained by the
Corporate Member in connection with the Underwriting in accordance with the
provisions of the relevant deed; and
(ii) to
direct the Managing AgentÕs Trustees or trustees of any other fund referred to
in sub-paragraph (i) to apply assets held by or under their control and subject
to the direction of the Agent to pay any such claims, expenses, outgoings or
other amounts on behalf of the Corporate Member or, so far as permitted by the
governing deed, to provide security for the purposes of or in connection with
such payments;]
(k) to
direct the Managing AgentÕs Trustees [or other trustees referred to in
paragraph (j)] from time to time to pay out of the monies held by them or under
their control and subject to the trusts of the Premiums Trust Deed [or other
relevant deed] all or any part of the fee and commission payable to the Agent
under clause 6;
[(l) to
exercise as the Agent shall think fit all such powers, authorities and
discretions of the Agent as are referred to in, or apply by law in relation to,
the Premiums Trust Fund, any Overseas Fund, any Special Trust Fund or any other
trust fund required or permitted to be maintained by the Corporate Member in
connection with the Underwriting with regard to blending, investing in and
acquiring assets, dealing in and realising assets and severing or apportioning
blended assets comprised in any one of those funds;]
NOTE
Borrowing
and financial transactions
(m) to borrow
money or cause the Managing AgentÕs Trustees [or other trustees referred to in
paragraph (j)] in accordance with the provisions of the Premiums Trust Deed [or
other relevant deed] to borrow or raise money for the purpose of meeting any
claims or any necessary and reasonable expenses or outgoings made or incurred
in connection with the Underwriting [or other amounts which may be paid from
the relevant trust fund under the terms of the governing deed or for such other
purposes as may be permitted under the terms of the governing deed] in such
amounts, on such terms and from such persons (including the Agent) as the Agent
considers appropriate, provided that any borrowing from the Agent or from any
person or persons who is or are connected with the Agent shall be made on
reasonable commercial terms;
NOTE
[(n) to cause
the Managing AgentÕs Trustees or other trustees referred to in paragraph (j) to
borrow money from or lend money to, other members of LloydÕs or the trustees of
any Overseas Fund, Special Trust Fund or Premiums Trust Fund, subject to and in
accordance with the provisions of the Premiums Trust Deed or other relevant
governing deed;
(na) to cause the
Managing AgentÕs Trustees or other trustees referred to in paragraph (j) to
deposit money with, or lend money to, the Society, or any company which is a
subsidiary of the Society or Additional Securities Limited or any other company
nominated by the Council, subject to and in accordance with the provisions of
the Premiums Trust Deed or other relevant governing deed;
(o) to
enter into such transactions and arrangements with respect to banking,
financing and investments as may be necessary or expedient for the purposes of
or in connection with the Underwriting, including without limitation:
(i) the
establishment of letters of credit for any purpose;
(ii) the
assignment (whether by way of security or outright for valuable consideration)
of any rights or entitlements to have any monies or other assets paid or
transferred to the Corporate Member or to any other person on behalf of the
Corporate Member for the purpose of or in connection with the Underwriting and
whether those rights or entitlements are current contingent or future;
(iii) the
acquisition or disposal of investments which fall (or would if made for
investment purposes fall) within paragraphs 7, 8 or 9 of Schedule 1 to the
Financial Services Act 1986;
(iv) the
exercise by the Agent, the Managing AgentÕs Trustees or other trustees referred
to in paragraph (j) of any power, discretion or authority they may have to
enter into any netting or other similar agreement with any person, pursuant to
and in accordance with the governing deed (including, without limitation, any
power to enter into any such agreement without distinguishing between assets
held in a fund which has been blended in accordance with the provisions of the
relevant deed);]
NOTE
[(oa) (i) to
request on behalf of the Corporate Member that monies be applied out of the
Central Fund or the New Central Fund for the purpose of paying, or putting the
Managing AgentÕs Trustees or the trustees of any Overseas Fund or Special Trust
Fund held in respect of the Managed Syndicate in funds for the purpose of
paying, any claims, expenses or outgoings on behalf of the Corporate Member;
and
(ii) to
apply or procure the application of any such monies in discharge of the
Corporate MemberÕs obligations under clause 7.1(a) of this Agreement;]
NOTE
Regulation
(p) to
take such action as is required of, or appropriate for, a managing agent in
complying on behalf of the Corporate Member or assisting the Corporate Member
to comply with all laws, byelaws, regulations, rules, codes of practice,
conditions and requirements applicable to the Corporate Member in connection
with the Underwriting;
Legal
Proceedings
(q) to
take in any part of the world, and in such name or names as the Agent thinks
fit (whether or not including that of the Corporate Member), such legal or
other proceedings as the Agent considers necessary or expedient for the
purposes of or in connection with the Underwriting;
Power of
attorney
(r) to
sign and execute on behalf of the Corporate Member and as the attorney of the
Corporate Member, in its name or otherwise, all deeds and documents relating to
the Underwriting or the Corporate MemberÕs affairs at LloydÕs which the Agent
may consider it necessary or expedient for the Corporate Member to sign or
execute;
Delegation
(s) subject
to any requirements of the Council, to delegate to any person or persons any or
all of the services to be provided by it, any or all of the duties to be
performed by it or any or all of the powers, including this power of
delegation, to be exercised by it under this Agreement (but so that the Agent
shall be responsible for the acts and omissions of any person to whom any such
service, duty or power may be delegated);
(t) without
prejudice to paragraph (s) above, to substitute and appoint in its place an
attorney or attorneys to exercise on behalf of the Corporate Member any or all
of the powers conferred on the Agent by this Agreement and to revoke any such
appointment and to appoint in the place of such attorney or attorneys a
substitute or substitutes as the Agent thinks fit;
Taxation
(u) to
make such returns, deliver such accounts, statements, reports and other
documents and disclose such information, to make or procure to be made such
payments on account or in respect of taxation and generally to do all such
other acts and things as any taxation authority may properly require in
relation to or in connection with the Underwriting and the Corporate MemberÕs
participation in the Underwriting and at its sole discretion to dispute or
appeal against any assessment for taxation made by any taxation authority in
relation to or in connection with the business of the Managed Syndicate [,
including by exercising any power the Agent may have under any Premiums Trust
Deed, Overseas Direction or Special Trust Direction to direct payment of
amounts due in respect of or in connection with such taxation];
NOTE
Regulatory
authorities
(v) to
disclose to LloydÕs and to any other regulatory authority such information
relating to the Underwriting and the Corporate MemberÕs participation in the
Underwriting as any such authority may properly require; and
Acceptance
of notices etc.
(w) to
accept on behalf of the Corporate Member service of writs, processes, notices,
documents and other communications in connection with the Underwriting;
Provided
that, notwithstanding any other provision of this Agreement, the Agent shall
have no authority to effect an excluded contract (as defined in the Reinsurance
to Close (Restriction) Byelaw (No. 15 of 1993, 317)) on behalf of the Corporate
Member.
6.
Remuneration
6.1 The
Corporate Member shall pay to the Agent as remuneration for the services of the
Agent set out in clause 3 in relation to each year of account a fee on the
basis, at the rate and at the times specified in Part A of Schedule 1 as
supplemented by the Corporate MemberÕs Syndicate List for the relevant year of
account.
6.2 The
Corporate Member shall pay to the Agent as remuneration for the services of the
Agent set out in clause 3 in relation to each year of account a profit commission
on the basis, at the rate and at the times specified in Part B of Schedule 1 as
supplemented by the Corporate MemberÕs Syndicate List for the relevant year of
account.
6.3 Subject
to paragraphs (e), (f) and (g) of clause 14.2, if the appointment of the Agent
is terminated during a year by operation of law or under clause 11.7(b), the
fee referred to in clause 6.1 shall not be payable in respect of the
corresponding year of account, and any amounts already paid to or retained by
the Agent in respect or on account of such fee shall promptly be paid to the
Managing AgentÕs Trustees to be held by them subject to the trusts of the
Premiums Trust Deed.
6.4 Subject
to paragraphs (e), (f) and (g) of clause 14.2, if during a year the appointment
of the Agent is terminated, or a direction of administrative suspension is made
in relation to the Corporate Member, in circumstances where clause 14.2(c)
applies, the amount of the fee payable to the Agent shall be:
A × P
365
where:
A is
the amount of the fee which would have been payable to the Agent if the
Corporate Member had remained a member of the Managed Syndicate throughout the
relevant year; and
P is
the Period or Periods (as defined in clause 14.2(c)) during which the Corporate
Member is a member of the Managed Syndicate during the year, expressed as a
number of days.
Upon
determination of the amount of the fee payable to the Agent, such payment shall
be made between the Agent and the Managing AgentÕs Trustees as shall ensure
that the net amount received or retained by the Agent is equal to that amount
after taking into account any amounts previously so paid or retained.
[6.4A(a)
Where VAT is charged under the Value Added Tax Act 1994 on the provision of any
service or performance of any duty under the Agreement for the 2001 year of
account or any subsequent year of account the Corporate Member shall pay to the
Agent in addition to the fee, profit commission or other remuneration specified
by this Agreement an amount equal to the VAT so charged.
(b)
Paragraph (a) shall not be taken to affect any question whether in relation to
any service provided or duty performed for any year of account before the 2000
year of account the Name would be liable to pay to the Agent, in addition to
any fee, profit commission or any other remuneration specified by this
Agreement, an amount equal to any VAT charged on the provision of the service
or performance of the duty.]
NOTE
6.5 For
the purposes of this clause 6 the ÒCorporate MemberÕs Syndicate List for the
relevant year of accountÓ means the Corporate MemberÕs Syndicate List in
relation to a particular year of account which has been signed by the Agent and
the Corporate Member or, if no Corporate MemberÕs Syndicate List has been so
signed in respect of that year of account, the Corporate MemberÕs Syndicate
List which has been so signed in respect of the most recent previous year of
account.
7.
Obligations and acknowledgements of the Corporate Member
7.1(a) The Corporate Member shall ensure
that at all times there are available sufficient funds subject to the trusts of
the Premiums Trust Deed [or, where relevant, of an Overseas Direction or
Special Trust Direction] and held by or under the control of the Managing
AgentÕs Trustees [or the trustees of the relevant Overseas Direction or Special
Trust Direction] to enable them to pay all claims and all necessary and
reasonable expenses and outgoings made or incurred in connection with the
Underwriting and [other amounts which may be paid from the relevant trust fund
under the terms of the governing deed at the direction of the Agent and] shall
comply with any request [É] by the Agent to make such funds available; provided
however that the Corporate Member shall not be obliged to make any payment in
or towards the satisfaction of any such request by the Agent for funds unless
the Corporate Member has first been supplied:
(i) if
the request for funds is made for the purpose of satisfying an Audited Closed
Year Loss, with an audited annual report prepared as at the date at which the
relevant year of account was closed;
(ii) in
any other case, with a statement signed by the Agent, accompanied by a report
signed by the auditors of the Managed Syndicate, complying with paragraph (b)
below.
NOTE
(b) The
AgentÕs statement and the auditorsÕ report referred to in paragraph (a)(ii)
above shall state the matters and shall be in the form for the time being
required by the Council.
(c) Any
sum requested to be paid under this clause 7.1 which is not paid by the due
date for payment shall bear interest which shall accrue from day to day at the
rate of two per cent. per annum or such other rate as the Council may from time
to time prescribe above the base rate from time to time of such London clearing
bank as the Agent may select [or, in the case of a sum requested to be paid in
a currency other than sterling, at such other rate of interest as the Council
may from time to time prescribe]. For the purposes of this paragraph (c), the
Òdue date for paymentÓ means the date specified by the Agent in its request for
payment, being not earlier than [[thirty-five]] days after the later of service
of the request for payment and (if appropriate) submission of the statement
signed by the Agent, accompanied by the auditorsÕ report, referred to in paragraph
(a)(ii) above.
NOTE
(d) Any
payment requested by the Agent under and in accordance with the provisions of
this clause 7.1 shall be made by the Corporate Member free and clear from any
set-off, counterclaim or other deduction on any account whatsoever and in
connection with any proceedings which may be brought to enforce the Corporate
MemberÕs obligation to comply with any such request for payment by the Agent
the Corporate Member hereby waives stay of execution and consents to the
immediate enforcement of any judgment obtained.
(e) The
Corporate Member may not issue proceedings nor make any reference to
arbitration, and no cause of action shall arise or accrue, in connection with
any request for payment made by the Agent under and in accordance with the
provisions of this clause 7.1 unless the Corporate Member has first complied in
full with any such request. The Corporate Member shall not seek injunctive or
any other relief for the purpose, or which would have the result, of preventing
the Agent from making any such request for payment or enforcing the Corporate
MemberÕs obligation to comply with any such request or of preventing the Agent
from applying any money or assets held by or under the control of the Managing
AgentÕs Trustees in or towards the discharge of any claims or any necessary and
reasonable expenses or outgoings made or incurred in connection with the
Underwriting.
7.2 The
Corporate Member undertakes to reimburse to the Agent any payments made or
costs incurred by the Agent (including, without limitation, in relation to any
borrowing made by it pursuant to clause 5(m)) in or towards satisfaction of any
claims or necessary and reasonable expenses or outgoings made or incurred in
connection with the Underwriting.
7.3 The
Corporate Member acknowledges that it has delegated to the Agent sole
management and control of the Underwriting and that the Agent is not bound to
comply with any instructions or requests of the Corporate Member relating to
the conduct of the Underwriting and undertakes that it will not in any way
interfere with the exercise of such management or control.
7.4 The
Corporate Member acknowledges that risks underwritten at a time when it was not
a member of the Managed Syndicate (whether by reinsurance to close or under clause
8 or otherwise) may be included as liabilities of the Managed Syndicate and the
Corporate Member hereby agrees that it will be bound by the manner of the
AgentÕs accounting treatment of any such risks.
7.5 The
Corporate Member undertakes to keep the Managing Agent informed at all times of
the names of all bodies corporate which are members of LloydÕs and are
connected companies in relation to the Corporate Member within the meaning of
the Membership Byelaw (No. 17 of 1993, 111).
7.6 The
Corporate Member shall forthwith notify the Managing Agent if:
(a) there
occurs in relation to the Corporate Member any such event as is specified in
clause 11.7(b);
(b) a
petition is presented or filed in any court in respect of its bankruptcy,
winding-up or other insolvency or which seeks any reorganisation, arrangement,
composition, administration, liquidation, dissolution or similar relief under
any present or future statute, law or regulation; or
(c) a
director or major shareholder of the Corporate Member is convicted of a
reportable criminal offence within the meaning of the Membership Byelaw (No. 17
of 1993, 111); or
(d) there
is any other change in the Corporate MemberÕs circumstances which is material
to the Underwriting.
8. Novation
of liabilities
8.1
The Corporate Member acknowledges that the Agent may effect contracts of
insurance (ÒRelevant ContractsÓ) on terms that those contracts will, in
accordance with the custom and practice of the LloydÕs market and any
requirements of the Council for the time being applicable, constitute
liabilities of the Managed Syndicate allocated to a given year of account (Òthe
Relevant Year of AccountÓ) notwithstanding that they are effected before the
beginning of the year (Òthe Relevant YearÓ) which corresponds to the Relevant
Year of Account, and the Corporate Member and the Agent agree that the
following provisions of this clause shall have effect in relation to such
contracts.
8.2
Subject to clause 8.2A, a Relevant Contract shall be deemed to be underwritten
by the Agent on behalf of the Provisional Insurers, and a person is a
Provisional Insurer for this purpose if the following conditions are satisfied
when the Relevant Contract is effected:
(a) where
the Relevant Year of Account is not the first year of account of the Managed
Syndicate and he is a member of the Managed Syndicate for the year of account
immediately preceding the Relevant Year of Account:
(i) the
appointment of the Agent as his managing agent in respect of the Managed
Syndicate under the Managing AgentÕs Agreement between him and the Agent (or,
in the case of the Corporate Member, this Agreement) has not terminated by
reason of his death or bankruptcy or otherwise by operation of law, has not
been terminated under clause 11.2 or 11.3 or 11.4 and is not liable to be
terminated under clause 11.7 of the relevant agreement; and
(ii) no
notice to terminate that appointment has been given or, unless the Agent
accepts shorter notice than that specified in clause 11.5 of the relevant
agreement, can be given to take effect in the Relevant Year under clause 11.5
or 11.6 of the relevant agreement;
(b) where
the Relevant Year of Account is not the first year of account of the Managed
Syndicate and he is not a member of the Managed Syndicate for the year of
account immediately preceding the Relevant Year of Account:
(i) he
has entered into an agreement with the Agent, in the same terms as this
Agreement or in the terms of the Standard Managing AgentÕs Agreement (General),
under which the Agent will underwrite on his behalf as a member of the managed
Syndicate for the Relevant Year of Account;
(ii) the
conditions set out in sub-paragraphs (a)(i) and (ii) above are satisfied in
relation to that agreement; and
(iii) he is
an underwriting member of LloydÕs;
(c) where
the Relevant Year of Account is the first year of account of the Managed
Syndicate:
(i) he
has entered into an agreement with the Agent, in the same terms as this
Agreement or in the terms of the Standard Managing AgentÕs Agreement (General),
under which the Agent will underwrite on his behalf as a member of the Managed
Syndicate for the Relevant Year of Account;
(ii) the
conditions set out in sub-paragraphs (a)(i) and (ii) above are satisfied in
relation to that agreement; and
(iii) he is
an underwriting member of LloydÕs; and
(d) in
every case, such conditions (if any) as are specified in any requirements for
the time being of the Council are satisfied.
8.2A
The Corporate Member acknowledges that the Agent may effect Relevant Contracts
on its behalf notwithstanding that the Corporate Member is not a Provisional
Insurer if all the following conditions are satisfied when the Relevant
Contract is effected:
(a) the
Relevant Year of Account is not the first year of account of the Managed
Syndicate;
(b) the
Corporate Member is a member of the Managed Syndicate at the date on which the
Agent effects the Relevant Contract; and
(c) the
date on which the Agent effects the Relevant Contract is not later than [20
October] in the year preceding the Relevant Year.
NOTE
8.2B
A Relevant Contract effected in accordance with clause 8.2A above shall be
deemed to be underwritten by the Agent on behalf of the members of the Managed
Syndicate (Òthe Previous InsurersÓ) for the year of account which corresponds
to the year in which the Relevant Contract is effected.
8.3
The Agent shall be authorised at any time after the beginning of the Relevant
Year to effect a contract of novation under which:
(a) the
underwriting members of LloydÕs who are members of the Managed Syndicate for
the Relevant Year of Account (the ÒDefinitive InsurersÓ) agree to assume the
liabilities of the Provisional Insurers under the Relevant Contract severally
in proportion to the respective participations of the Definitive Insurers in
the Managed Syndicate in the Relevant Year of Account and to indemnify the
Provisional Insurers against those liabilities; and
(b) the
Provisional Insurers agree that the Definitive Insurers are to be entitled to
the benefit of all premiums, recoveries and other rights in respect of the
Relevant Contract severally in proportion to their respective participations in
the Managed Syndicate in the Relevant Year of Account, to the exclusion of the
Provisional Insurers in their capacity as such.
8.3A
The Agent shall be authorised at any time after the beginning of the Relevant
Year to effect a contract of novation under which:
(a) the
Definitive Insurers agree to assume the liabilities of the Previous Insurers
under the Relevant Contract severally in proportion to the respective
participations of the Definitive Insurers in the Managed Syndicate in the
Relevant Year of Account and to indemnify the Previous Insurers against those
liabilities; and
(b) the
Previous Insurers agree that the Definitive Insurers are to be entitled to the
benefit of all premiums, recoveries and other rights in respect of the Relevant
Contracts severally in proportion to their respective participations in the
Managed Syndicate in the Relevant Year of Account, to the exclusion of the
Previous Insurers in their capacity as such.
8.4
The Agent may effect a contract of novation such as is referred to in clauses
8.3 and 8.3A above in such manner as it thinks fit and, except in so far as the
Agent otherwise determines (such determination to be evidenced by a memorandum
in writing signed by the Agent) at or before the time when particulars of the
Relevant Contract are submitted for processing by LPSO, such a contract of
novation shall be deemed to be effected when such particulars are submitted for
processing by LPSO.
8.5
The Corporate Member authorises the Agent on its behalf (whether in the
capacity of Provisional Insurer or in the capacity of Previous Insurer or in
the capacity of Definitive Insurer, or in all those capacities) to effect all
such agreements, execute all such documents and do all such acts and things as
may be necessary fully to carry this clause into effect.
8.6
Where under clause 5(ca) the Agent accepts risks on behalf of some members only
of the Managed Syndicate or reinsures them with the other members, for the
purposes of this clause 8 references to ÒRelevant ContractsÓ, ÒProvisional
InsurersÓ, ÒPrevious InsurersÓ or ÒDefinitive InsurersÓ shall be construed, as
the context requires, as references only to the authorised or the unauthorised
group of members concerned.
9.
Reinsurance to close and determination and distribution of profits
9.1
Profits of the Underwriting in respect of a year of account shall not be
distributed until that year of account is closed.
9.2
A decision by the Agent to close a year of account in accordance with clause
5(d) shall be effected by the Agent, through the active underwriter of the
Managed Syndicate or some other duly authorised officer of the Agent, executing
a written memorandum of the terms of the contract of reinsurance to close. Upon
the execution of the memorandum the contract of reinsurance to close shall be
binding on the reinsuring members and the reinsured members (as defined in
clause 5(d)), and after such execution the Agent shall have no authority to
cancel or vary the contract of reinsurance to close.
[9.2A
A decision by the Agent to close a year of account in accordance with clause
5(da) shall be effected by the Agent by the inclusion in the underwriting
account of the Managed Syndicate for the next succeeding year of account of an
amount representing a provision for all known and unknown liabilities
attributable to the year of account which is closing.]
NOTE
9.3
Promptly following the closing of a year of account the Agent shall determine,
subject to the requirements of the Council for the time being applicable, the
[É] profit [or loss] attributable to the Corporate Member in respect of the
Underwriting for that year of account. Forthwith upon such determination [and
subject to clause 9.5,] the Agent shall [determine the amount of the surplus in
each prescribed currency in each Premiums Trust Fund (including any Overseas
Fund or Special Trust Fund) in respect of the Underwriting for that year of
account, as shown in accounting records, and (in accordance with the provisions
of the deeds governing the trust funds in which such surpluses are held) shall
cause such surpluses to be transferred (directly or indirectly) to or placed at
the direction of the Regulating Trustee, as part of the Personal Reserve
Sub-Fund (as defined in the Premiums Trust Deed) or of an Overseas Fund or
Special Trust Fund (as the case may be). Such surpluses shall, unless the
Council otherwise requires or permits, be so transferred or placed in the
relevant prescribed currency.]
NOTE
9.4
Instead of closing a year of account in accordance with the provisions of this
clause 9 set out above as at the date when it would normally have been closed,
the Agent may allow that year of account to remain open until the outstanding
liabilities attributable to that year of account have been run off or reinsured
in accordance with this clause 9.
[9.5 For
the avoidance of doubt, neither clause 9.1 nor clause 9.3 shall prevent the
Agent from causing the transfer to or placing at the direction of the
Regulating Trustee of amounts which do not exceed in aggregate the amount
determined in accordance with clause 9.6.
9.6 The
amount referred to in clause 9.5 is the aggregate amount of any deficits of the
Corporate Member in each prescribed currency in each Premiums Trust Fund
(including any Overseas Fund or Special Trust Fund) in respect of the
Underwriting for the relevant year of account for which the Corporate MemberÕs
result has been calculated under clause 9.3, as shown in accounting records,
which the Agent is prohibited or prevented by any Premiums Trust Deeds,
Overseas Directions or Special Trust Directions or other requirements of the
Council from eliminating plus, in a case where the Corporate MemberÕs result is
a profit, the amount of that profit.
9.7 In
this clause 9, Òprescribed currencyÓ has the meaning given in paragraph 2 of
Schedule 2 to the Syndicate Accounting Byelaw (No. 18 of 1994, 326) and
references to accounting records are to the accounting records maintained by
the Agent in respect of the Managed Syndicate in accordance with the Syndicate
Accounting Byelaw (No. 18 of 1994, 326).]
NOTE
10.
Appointment of Substitute Agent
10.1
If the Council for any reason appoints a Substitute Agent to act for the
Corporate Member in place of the Agent, the appointment shall take effect on
the terms set out in clause 10.2 and the Corporate Member shall be deemed to
have agreed to the appointment of the Substitute Agent on those terms.
10.2
The appointment of a Substitute Agent to act for the Corporate Member in place
of the Agent shall take effect from such date and shall be on such terms as the
Council may direct and may be terminated at any time by the Council. Subject
thereto, the appointment of such a Substitute Agent shall be on the terms set
out in this Agreement and this Agreement shall during the period of any such
appointment take effect as if it had been made between the Corporate Member and
the Substitute Agent.
10.3
A Substitute Agent shall not be responsible for and shall have no liability in
respect of any action taken or omission made by the Agent whether before or
after the appointment of the Substitute Agent.
10.4
If a Substitute Agent is appointed to act for the Corporate Member in the place
of the Agent the remuneration payable by the Corporate Member under this
Agreement for any year of account in respect of which services are performed by
the Substitute Agent shall be apportioned between the Agent and the Substitute
Agent in such manner as the Council may direct and, subject to any such
direction, in such proportions as the Agent and the Substitute Agent may agree.
11.
Commencement and Duration
11.1
This Agreement shall take effect on execution and shall apply in respect of
each Managed Syndicate in relation to the year of account specified in the
Corporate MemberÕs Syndicate List (or, in so far as it relates to a Provisional
Syndicate, the memorandum or other agreement referred to in clause 2.4) and to
subsequent years of account unless and until terminated by operation of law or
pursuant to any of the following provisions of this clause 11.
11.2
The appointment of the Agent shall, subject to clause 11.8, terminate
forthwith:
(a) if
the Corporate Member ceases to be an underwriting member of LloydÕs; or
(b) if
the Corporate MemberÕs underwriting membership or underwriting is suspended by
the Council consequent upon the outcome of disciplinary proceedings.
11.3(a) Except in so far as the Council may otherwise
direct, the appointment of the Agent shall be suspended forthwith if the Agent
ceases for any reason to be a managing agent approved by the Council or if the
AgentÕs right to act as a managing agent is suspended in whole or in part by
the Council and, subject to the following provisions of this clause 11.3, shall
terminate on the expiration of the period of seven days from the date of such
cessation or suspension, or of such longer period as the Council may before the
expiration of that seven day period allow.
(b) Notwithstanding
the suspension of the AgentÕs appointment under paragraph (a) above it may
before the expiration of the period referred to in that paragraph, with the
prior approval of the Council and subject to and in accordance with clause
5(s), delegate the services to be provided, the duties to be performed and the
powers to be exercised by it (or such services, duties and powers as may in the
circumstances be appropriate) to a person or persons acceptable to the Council,
in which case this Agreement shall, subject to the requirements of the Council,
continue in effect (to the extent appropriate) between the Corporate Member and
the person or persons to whom such services, duties and powers have been
delegated.
(c) If
before the expiration of the period referred to in paragraph (a) above a
Substitute Agent has been appointed by the Council to act for the Corporate
Member in place of the Agent, this Agreement shall continue in effect, subject
to clause 10.2, between the Corporate Member and that Substitute Agent.
(d) If
any suspension of the AgentÕs right to act as a managing agent is revoked or
expires and the Agent thereafter continues to be a managing agent approved by
the Council, this Agreement shall on the termination of the delegation referred
to in paragraph (b) above or (as the case may be) of the appointment of the
Substitute Agent referred to in paragraph (c) above take effect again between
the Corporate Member and the Agent.
11.4
[This sub-clause is intentionally left blank]
11.5
The Corporate Member may terminate the appointment of the Agent under this
Agreement, subject to clause 11.8, by notice in writing given by or on behalf
of the Corporate Member to the Agent by [20 October] (or by any later date
which the Agent may in any particular case permit) in any year and expiring at
the end of that year: provided thatÑ
(a) if in
any year in which the Agent is required by the Council to send to the Corporate
Member an annual report in respect of the Managed Syndicate that annual report
has not been received by the Corporate Member by 1 August, notice may be given
by or on behalf of the Corporate Member to the Agent by the earlier of 30 days
after receipt by the Corporate Member of the annual report and [20 October] in
that year;
(b) if in
any year the Council has undertaken to notify the Corporate Member on or before
a specified date of the rate of the annual subscription under the Membership
(Entrance Fees and Annual Subscriptions) Byelaw (No. 9 of 1987, 105) or of [any
contribution to the New Central Fund under paragraph 4 of the New Central Fund
Byelaw (No. 23 of 1996, 522)], or of both, which the Council proposes to
prescribe or levy for the next succeeding year, notice may be given by or on
behalf of the Corporate Member to the Agent within 30 days after the later of
the date so specified and the actual date of such notification (but in any
event before 1st January of the next succeeding year);
NOTE
(c) if in
any year the Council has given written notice to the Corporate Member pursuant
to clause 8.2(b) of a Membership Agreement between the Society and the
Corporate Member, notice may be given by or on behalf of the Corporate Member
to the Agent within 30 days after the date of the CouncilÕs notice (but in any
event before 1st January of the next succeeding year).
[11.6 The
Agent may, with the prior approval of the Council and subject to clause 11.8,
terminate its appointment under this Agreement by notice in writing given by
the Agent to the Name by 31 May (or such later date as the Council may allow)
in any year and expiring at the end of that year.]
NOTE
11.7 The
Agent may terminate its appointment under this Agreement, subject to clause
11.8, by not less than 48 hoursÕ notice in writing given to the Corporate
Member if:
(a) the
Corporate Member fails to comply with a request made by the Agent in accordance
with clause 7.1 to pay monies [É] by the due date for payment (as defined in
clause 7.1); or
(b) (i)the
Corporate Member makes or proposes any composition with its creditors or
otherwise acknowledges its insolvency;
(ii)a
proposal is made in respect of the Corporate Member under section 2 of the
Insolvency Act 1986;
(iii)a
bankruptcy order is made against the Corporate Member by the due process of law
of any country;
(iv)the
Corporate Member is adjudicated bankrupt, or adjudicated or declared insolvent,
by the due process of law of any country;
(v)an
order is made, a resolution is passed or an act, decree or other instrument is
passed for the winding up or dissolution of the Corporate Member;
(vi)an
administration order is made in respect of the Corporate Member under section 9
of the Insolvency Act 1986;
(vii)a
receiver, trustee or analogous officer is appointed in respect of the whole or
any material part of the Corporate MemberÕs property or assets;
(viii)the
Corporate Member or its directors present or file in any court a petition in
respect of the Corporate MemberÕs bankruptcy, winding up or other insolvency or
which seeks any reorganisation, dissolution or similar relief; or
[(viiia)a
sequestration order made pursuant to the Bankruptcy (Scotland) Act 1985;]
(ix)there
occurs an event in any jurisdiction which is analogous to any event referred to
in the preceding provisions of this sub-paragraph.
NOTE
11.8 Upon
the termination of the AgentÕs appointment pursuant to the preceding paragraphs
of this clause 11, the AgentÕs authority to accept risks on behalf of the
Corporate Member shall also terminate, except in relation to:
(a) variations
and extensions of existing risks effected under the customary and usual powers
of the Agent;
(b) reinsurance
to close an earlier year of account [;
(c) in
relation to the reinsurance to close any year of account of the syndicate,
acceptance on behalf of the Corporate Member as a member of the Managed
Syndicate for any later year of account of a proportionate retrocession of any
class or classes of business included in such reinsurance to close, as
permitted or required by requirements of the Council;]
NOTE
Subject to
this and to any requirements of the Council for the time being applicable, the
Agent shall be empowered and obliged following the termination of its
appointment to run off the Underwriting so far as it concerns the Corporate
MemberÕs participation in the Managed Syndicate and, subject to performing this
obligation, shall remain entitled to receive the profit commission payable to
it in respect of the Underwriting under clause 6.2. For these purposes the
Agent shall continue to have the powers, duties and discretions conferred by
this Agreement:
(i) in
relation to any matter arising out of business of the Managed Syndicate
allocated to a year of account which at the date of termination has not been
closed, until that year of account is closed or, if it is not closed, until all
matters arising from the business of that year of account have been determined;
and
(ii) so
long as is necessary to enable the Agent to deal with and determine any matters
arising in connection with the business of the Managed Syndicate allocated to a
year of account which has been closed (whether before or after the termination
of the AgentÕs appointment).
11.9 Without
limiting the generality of clause 11.8, following the termination of the
AgentÕs appointment otherwise than at the end of a year the Agent may issue
policies of insurance in relation to risks accepted prior to such termination
in the names of the Corporate Member and of any other underwriting members of
LloydÕs who are members of the Managed Syndicate for the remainder of the year
in which such termination occurs or in the names of those other underwriting
members of LloydÕs but not of the Corporate Member.
11.10 If
a direction of administrative suspension is made by the Council in respect of
the Corporate Member, while the direction remains in force the Corporate Member
shall take only such part (if any) in the Underwriting, and the powers, duties
and discretions of the Agent under this Agreement shall continue only to such
an extent, as is compatible with the direction.
[11A.
Assignment of Corporate MemberÕs right of future participation
11A.1 In
this clause:
(a) the
ÒSucceeding YearÓ means, in relation to a nomination made under clause 11A.2,
the year of account corresponding to the year next following that in which the
nomination is made;
[(b) the
ÒCorporate MemberÕs Prospective ParticipationÓ means the aggregate of:
(i)the
Corporate MemberÕs memberÕs syndicate premium limit in respect of the Managed
Syndicate for the year of account corresponding to the year in which a
nomination is made under clause 11A.2 (or, if the Corporate Member and the
Agent have agreed that the Corporate Member will be entitled to participate in
the Managed Syndicate for the Succeeding Year with a different memberÕs
syndicate premium limit, that other limit); and
(ii)if
the Agent, in pursuance of the requirements of the Council relating to
syndicate pre-emption, has offered the Corporate Member the opportunity to
increase or required the Corporate Member to decrease its memberÕs syndicate
premium limit for the Succeeding Year, the amount of the increase specified in
that offer or the amount of the decrease so required as applicable.]
NOTE
11A.2
Subject to and in accordance with the following provisions of this clause and
any applicable requirements of the Council, the Corporate Member may in any
year nominate an underwriting member or underwriting members of LloydÕs to
underwrite as a member or members of the Managed Syndicate for the Succeeding
Year with a specified memberÕs syndicate premium limit not exceeding, or
specified memberÕs syndicate premium limits not exceeding in the aggregate, the
Corporate MemberÕs Prospective Participation, in substitution for the Corporate
Member either wholly or, as the case may be, to the extent of the memberÕs
syndicate premium limit or limits so specified.
11A.3
Any nomination under this clause shall be in writing signed by the Corporate
Member or by another person duly authorised to sign it on its behalf; and any
such
authority
may be given in favour of such person or persons as shall be nominated by or
under the authority of the Council in accordance with any applicable
requirements of the Council.
11A.4
Unless the Council shall otherwise direct or the Agent shall otherwise allow,
any nomination under this clause shall not be effective unless on or before the
date prescribed by the Council for the purposes of this sub-clause written
notice of the nomination, together with any such other documents and
information as may be prescribed by or under any applicable requirements of the
Council, has been delivered to the Agent.
11A.5
The Agent shall do all such acts and things and execute all such documents as
shall be necessary or expedient on its part:
(a) to
give effect to any nomination duly made under this clause;
(b) where
a nomination or nominations have been made in respect of part only of the
Corporate MemberÕs Prospective Participation, to enable the Corporate Member to
underwrite as a member of the Managed Syndicate for the Succeeding Year with a
memberÕs syndicate premium limit equal to the remaining part:
PROVIDED
THAT:
(A) unless
the requirements of the Council provide otherwise, this clause shall not oblige
the Agent to enter into an agreement in the terms of the Standard AgentsÕ
Agreement with a membersÕ agent if at the relevant time there is no such
agreement (other than an agreement under which notice of termination has been
given by either party) current between the Agent and that membersÕ agent;
(B) the
obligations of the Agent under this clause are subject to any direction for the
time being in force given by the Council or by the Appeal Tribunal under the
Agency Agreements Byelaw (No. 8 of 1988) that effect shall not be given to a
nomination made under this clause.
11A.6
Where effect is not given to a nomination made under this clause as a result of
such a direction as is referred to in proviso (B) to clause 11A.5, the Agent
shall, if so requested by or on behalf of the Corporate Member and subject to
any direction of the Council or the Appeal Tribunal, use its best endeavours to
permit the Corporate Member to underwrite as a member of the syndicate for the
Succeeding Year with the memberÕs syndicate premium limit which would have
applied if the nomination had not been made.]
NOTE
12. Waiver
of confidentiality
12.1
In so far as is necessary for the purposes of the exercise by the Council of
powers contained in LloydÕs Acts 1871 to 1982 or in byelaws or regulations made
thereunder, but not further or otherwise, the Corporate Member hereby:
(a) consents
to the persons listed in clause 12.2 providing to the Council any information
or documents relating to the Underwriting or any part thereof, whether or not
in response to a request by the Council; and
(b) authorises
and directs the Agent to waive on its own behalf all duties of confidentiality
owed to the Agent by the persons referred to in clause 12.2(b) in respect of
such information or documents.
12.2
The persons referred to in clause 12.1 are:
(a) the
Agent; and
(b) any
auditor appointed by the Agent.
13.
Relations between syndicate members
13.1 Except
to the extent provided in this Agreement, the Agent shall not in the
performance of its duties under this Agreement discriminate between or treat
differently in any material respect the Corporate Member and any other member
or members of the Managed Syndicate.
13.2 There
shall be attributed to the Corporate Member (subject to clause 5(ca)) the same
proportion of the risks underwritten by the Agent on behalf of the members of
the Managed Syndicate and allocated to a year of account as the amount of the
Corporate MemberÕs memberÕs syndicate premium limit in relation to the Managed
Syndicate for that year of account bears to the syndicate allocated capacity of
the Managed Syndicate for that year of account, in each case as specified in
the initial syndicate constitution filed with LloydÕs at or about the beginning
of the relevant year; and this proportion shall not be materially altered
during the course of the year except by reason of the operation of clause 14 or
with the express previous consent of the Corporate Member.
13.3 Income
received in respect of, and appreciation in the value of, deposits or
investments held by the Managing AgentÕs Trustees [or trustees of any Overseas
Fund or Special Trust Fund] during any year on behalf of members of the Managed
Syndicate or on behalf of members of the Managed Syndicate and members of other
syndicates, as shown by realisations or transfers made during the year or by
valuation at the end of the year, made where practicable at the mean market
price or at such other price as the Agent (subject to the requirements of the
Council) may determine, shall be held on their behalf and apportioned among the
respective syndicates concerned (where applicable) and the respective years of
account open during that year in such proportions as the Agent shall in its
absolute discretion consider fair having regard to the balances available for
investment attributable to each of the relevant syndicates (where applicable)
and each of the relevant years of account during the year.
NOTE
13.4 The
expenses and outgoings incurred in connection with the Underwriting which in
the opinion of the Agent ought to be borne rateably by the Corporate Member and
any other members of the Managed Syndicate shall be debited to their respective
accounts and the Corporate MemberÕs rateable part thereof shall be calculated
according to the proportion of risks attributed to the Corporate Member under
clause 13.2. In the case of any expense or outgoing incurred in connection with
the Underwriting which has been incurred in respect of more than one syndicate
or more than one year of account, or in the case of a credit received in
respect of any such expense or outgoing, the Agent may debit or, as the case
may be, credit the respective accounts of the members of the Managed Syndicate
with such proportions of that expense or outgoing as the Agent in its absolute
discretion considers fair.
13.5 If
at the beginning of any year the Corporate MemberÕs underwriting membership of
LloydÕs has been and remains suspended or the Corporate Member has been and
remains suspended from underwriting, the Corporate Member shall take no part in
the Underwriting during that year whether or not such suspension is revoked or
expires during the year.
13.6 The
Corporate Member hereby authorises and directs the Agent:
(a) in
each year to enter into a Syndicate and Arbitration Agreement on its behalf
with the Agent, every other member of the Managed Syndicate and
every
membersÕ agent through the agency of which any of those members participate in
the Managed Syndicate; and
(b) to
take such action or proceedings as the Agent thinks fit against any member of
the Managed Syndicate or the membersÕ agent through the agency of which any
such member participates in the Managed Syndicate who has committed or
threatened to commit a breach of the terms of the Syndicate and Arbitration
Agreement, on behalf and at the expense of the other members of the Managed
Syndicate (including the Corporate Member).
14. Taking
over provisions
14.1 For
the purposes of this clause an underwriting member of LloydÕs (including, where
the case so requires, the Corporate Member) shall be treated:
(a) as
ceasing to be a member of the Managed Syndicate if the appointment of the Agent
as the managing agent of that underwriting member in respect of the Managed
Syndicate is terminated under any provision of clause 11 of the Managing
AgentÕs Agreement between that underwriting member and the Agent (or, in the
case of the Corporate Member, this Agreement);
(b) if a
direction of administrative suspension is made in relation to that underwriting
member, as ceasing to be a member of the Managed Syndicate at the time when the
direction takes effect and, if the direction is revoked or expires in the same
year in which it is made, as again becoming a member of the Managed Syndicate
upon such revocation or expiry.
14.2 Subject
to paragraph (e) of this clause, in the event of changes in the membership of
the Managed Syndicate for any reason whatsoever, including suspension,
occurring otherwise than at the end of a year, then for the purposes of
calculating the profit or loss of the Corporate Member and of the other members
of the Managed Syndicate for the relevant year of account, the following
provisions shall apply:
(a) Subject
to paragraphs (aa) and (ab) of this clause, in the event of the death or
bankruptcy of a member of the Managed Syndicate, or in the event of the
membership of a member of the Managed Syndicate being terminated by operation
of law or by virtue of the provisions of clause 11.7(b) of the relevant
Managing AgentÕs Agreement otherwise than at the end of any year, the relevant
member of the Managed Syndicate shall, for the purposes of calculating the
profit and loss of the Corporate Member and of every other member of the
Managed Syndicate for the relevant year of account, be treated as though he had
taken no part in the Underwriting during that year and the profit or loss
which, apart from this provision, would have accrued to him from his
participation as a member of the Managed Syndicate for the relevant year of
account, together with his responsibility for all claims, expenses and
outgoings payable in connection with the Underwriting, shall be apportioned
among the other members of the Managed Syndicate in proportion to the amounts
of their respective memberÕs syndicate premium limits in relation to the
Managed Syndicate.
(aa) Where the
relevant member referred to in paragraph (a) of this clause 14.2 participates
in the Managed Syndicate through a MAPA and not otherwise then the
apportionment provided for in that paragraph shall be made only among the other
members of such MAPA and in proportion to their respective MAPA participations
in relation to such MAPA.
(ab) Where the
relevant member referred to in paragraph (a) of this clause 14.2 participates
in the Managed Syndicate partly through a MAPA and partly otherwise then:
(i) in
relation to his MAPA participation, the method of apportionment provided for in
paragraph (aa) of this clause 14.2 shall apply; and
(ii) in
relation to his non-MAPA participation, the method of apportionment provided
for in paragraph (a) of this clause 14.2 shall apply.
(b) In
the event of:
(i) a
member of the Managed Syndicate purporting to terminate the appointment of the
Agent otherwise than at the end of any year in breach of any of the provisions
of clause 11 of the relevant Managing AgentÕs Agreement; or
(ii) a
member of the Managed Syndicate purporting to resign his underwriting membership
of LloydÕs in breach of the applicable requirements of LloydÕs; or
(iii) a
member of the Managed Syndicate purporting to terminate the MembersÕ AgentÕs
Agreement entered into by him with his membersÕ agent in breach of that
agreement;
then
without prejudice to any rights or remedies which may be available to the Agent
or the other members of the Managed Syndicate in consequence of the breach, the
liabilities of the relevant member of the Managed Syndicate in respect of risks
attributable to the relevant year of account shall, for the purposes of
calculating the profit or loss of the Corporate Member and of every other
member of the Managed Syndicate for the relevant year of account, be assessed
by the Agent on the footing that the relevant member of the Managed Syndicate
had continued to be a member of the Managed Syndicate until the end of that
year.
(c) Subject
to paragraphs (ca) and (cb) of this clause 14.2, in the event of a member of
the Managed Syndicate ceasing other than by reason of any of the events
mentioned in paragraphs (a) and (b) of this clause 14.2 to be a member of the
Managed Syndicate otherwise than at the end of any year, or in the event of a
member of the Managed Syndicate again becoming a member of the Managed
Syndicate on a date other than at the beginning of any year following the
revocation or expiry of a direction of administrative suspension made by the
Council earlier in the same year, then, as between all the members (including
the Corporate Member and any other outgoing or incoming members) of the Managed
Syndicate or their personal representatives, the profit or loss of the Managed
Syndicate for the relevant year of account shall be divided between the members
of the Managed Syndicate as follows, due regard being had to the provisions of
paragraphs (a), (aa), (ab) and (b) of this clause 14.2 and their effect in
relation to any member of the Managed Syndicate in respect of the year in
question:
(i) the
year shall be divided into periods (ÒPeriodsÓ) comprising: the period from the
beginning of the year until the date of the first variation in the membership
of the Managed Syndicate to which this sub-paragraph applies; each period
between each such variation; and the period from the date of the last such
variation until the end of the year;
(ii) on
the closing of the Managed SyndicateÕs accounts for the year the profit or loss
of the Managed Syndicate (including any profit or loss reallocated pursuant to
paragraph (a) above) shall be apportioned between the Periods by reference to
the number of days in each Period;
(iii) the
profit or loss apportioned to each Period shall be apportioned among members of
the Managed Syndicate during such Period, having regard to paragraph (b) above,
by reference to the amounts of their respective memberÕs syndicate premium
limits in relation to the Managed Syndicate; and
(iv) the
profit or loss of each member for the whole year shall then be ascertained by
aggregating the profit or loss of such member in respect of each of the Periods
during which he was a member of the Managed Syndicate.
(ca) Where the
relevant member referred to in paragraph (c) of this clause 14.2 participates
in the Managed Syndicate through a MAPA and not otherwise then:
(i) the
division provided for in paragraph (c) of this clause 14.2 shall be made in
relation to the members of such MAPA; and
(ii) the
apportionment provided for by sub-paragraph (iii) of paragraph (c) of this
clause 14.2 shall be made only among the members of such MAPA and in proportion
to their respective MAPA participations in relation to such MAPA.
(cb) Where the
relevant member referred to in paragraph (c) of this clause 14.2 participates
in the Managed Syndicate partly through a MAPA and partly otherwise then:
(i) in
relation to his MAPA participation, the method of division and apportionment
provided for in paragraph (ca) of this clause 14.2 shall apply; and
(ii) in
relation to his non-MAPA participation, the method of division and
apportionment provided for in paragraph (c) of this clause 14.2 shall apply.
(d) For
the purposes of this clause 14.2, Ònon-MAPA participationÓ means in relation to
any member of a Managed Syndicate and a Managed Syndicate the amount of the
memberÕs syndicate premium limit allocated to the syndicate other than through
a MAPA.
(e) If
the appointment of the Agent as the managing agent of an underwriting member in
respect of the Managed Syndicate is terminated under any provision of clause 11
of the Managing AgentÕs Agreement between that underwriting member and the Agent
(or, in the case of the Corporate Member, this Agreement) otherwise than at the
end of a year, and the memberÕs syndicate premium limit of that underwriting
member is equal to or greater than 2% (or such other percentage as the Council
may from time to time prescribe) of the syndicate allocated capacity of the
Managed Syndicate, the Agent shall forthwith notify the Council and the Council
may give such directions to modify the application of this clause 14 in
relation to the Managed Syndicate as the Council may in its sole discretion
think fit.
(f) Without
limiting the generality of paragraph (e) of this clause 14.2, any directions
given under that paragraph may include provision that, instead of the results
of the Managed Syndicate for the relevant year of account being allocated
between the members of the Managed Syndicate by dividing between them the
profit or loss for that year of account as a whole on any basis specified in
any other provision of this clause 14.2, such results be allocated instead by:
(i) causing
accounts to be prepared for such periods of the year (ÒAccounting PeriodsÓ) on
such basis and in accordance with such accounting policies as may be specified;
(ii) allocating
the profit or loss of the Managed Syndicate for each such Accounting Period
among the members of the Managed Syndicate during such Period by reference to
the amounts of their respective memberÕs syndicate premium limits in relation
to the Managed Syndicate; and
(iii) ascertaining
the profit or loss of each member for the whole year by aggregating the profit
or loss of such member in respect of each of the Accounting Periods during
which he was a member of the Managed Syndicate.
(g) Any
directions given under paragraph (e) of this clause 14.2 may also include:
(i) provision
varying the time at which a member of the Managed Syndicate is to be treated as
ceasing to be a member of the Managed Syndicate for the purposes of any of the
preceding provisions of this clause; and
(ii) consequential
provision for the operation of clauses 6.3 and 6.4 in such manner as the
Council may in its sole discretion consider fair.
14.3 The
decision of the auditors for the time being of the Managed Syndicate as to any
question or dispute relating to the operation of any part of this clause 14
shall, save in the case of manifest error, be final and binding on the
Corporate Member and the Agent.
15.
Variation
15.1 None
of the provisions of this Agreement, other than those provisions of Schedule 1
which are to be or may be completed or deleted as specified in the Corporate
MemberÕs Syndicate List, may be varied or amended in any manner whatsoever
(otherwise than in consequence of the operation of clause 1.4, clause 10,
clause 14.2(e) or clause 15.2) without the written consent of the Council. Any
permitted variation or amendment of this Agreement shall, subject as aforesaid,
be in writing and signed by each of the parties.
15.2 (a) The Council may by
byelaw vary or amend any of the provisions of this Agreement with effect from 1
January in any year provided (subject to paragraph (b) below) that such date
falls no sooner than eight months after the date of the relevant byelaw.
[ (b) The
Council may by byelaw made no later than 31 January 2003 but with effect from 1
January 2003 vary or amend any of the provisions of this Agreement (including,
without limitation, clauses 11 and 11A) as it thinks necessary or expedient for
the purpose of or in connection with the making or implementation of any byelaw
or other requirement of the Council which may be made as a result of or in
relation to any proposal contained in, arising from or developed in response to
the proposals of the ChairmanÕs Strategy Group presented to the Council on 17
January 2002.]
NOTE
16.
Arbitration
16.1 Subject
to clause 16.2 and clause 16.3, any dispute, difference, question or claim
arising under, out of or in connection with this Agreement shall be referred at
the request of either the Agent or the Corporate Member to arbitration in
London under the rules of the LloydÕs Arbitration Scheme for the time being,
which rules are deemed to be incorporated by reference into this clause.
16.2 This
clause 16 does not apply to any dispute, difference, question or claim relating
to any of the provisions of clause 7.1 or clause 14.
16.3 This
clause 16 does not apply or applies as modified to any dispute, difference,
question or claim in respect of which and to the extent to which the
application of this clause 16 is excluded or modified by byelaw or by the
LloydÕs Arbitration Scheme.
17. Agreement
not a partnership
17.1 Nothing
in this Agreement shall constitute a partnership between the Corporate Member
and the Agent or between the Corporate Member and any or all of the other
members of the Managed Syndicate.
17.2 The
Corporate Member and the Agent acknowledge that the association between the
members of a syndicate for a year of account is made solely for the purposes
of, and is limited to, the underwriting of insurance business allocated to that
year of account and matters arising out of or in connection with insurance
business so underwritten, and nothing in this Agreement shall be taken to
create or give rise to any longer or further association or to constitute the
syndicate as an entity continuing from year to year.
18. Notices
18.1
Any notice under this Agreement shall be in writing (including telex or
facsimile transmission) and may be served by personal delivery or by leaving it
at or sending it by prepaid post (which shall in the case of a notice under
clause 11 be recorded delivery or registered post) to the address of the
relevant party set out above or, in the case of a notice served by telex or
facsimile transmission, by transmitting it to such number as the party on whom
it is to be served may from time to time notify to the other party. Any notice
so served or document sent by post shall be deemed to have been received 72
hours from the time of posting and any notice sent by telex or by facsimile
transmission shall be deemed to have been received when evidence of its receipt
is transmitted to the person sending it.
18.2 The
Corporate Member undertakes to maintain an agent for service of process in
England. The first such agent shall be [ ]. The Corporate Member shall
forthwith give notice to the Agent of any change in the identity, name or
address of its agent appointed under this sub-clause. Any writ, judgment or
other notice of judicial process shall be sufficiently served on the Corporate
Member if delivered to its agent appointed under this sub-clause at the address
of that agent for the time being.
19. Governing
law and jurisdiction
19.1 This
Agreement is governed by, and shall be construed in accordance with, the laws
of England.
19.2 Each
of the parties hereby irrevocably submits for all purposes of and in connection
with this Agreement to the exclusive jurisdiction of the courts of England. IN
WITNESS whereof the parties have executed this Agreement as a deed the day and
year first above written.]
Schedule 1:
AgentÕs Fees
Part A:
Annual Fee
The fee
payable to the Agent under clause 6.1 in respect of each year of account shall
be:
ÑÑÑÑ% of
the Corporate MemberÕs memberÕs syndicate premium limit in relation to the
Managed Syndicate for that year of account*
payable
(subject to any requirements of the Council) monthly/quarterly/annually* in
advance/arrears* on [date or dates*] in the year corresponding to the relevant
year of account.
Part B:
Profit Commission and Deficit Clause
1. Basis of
calculation
The
profit commission payable to the Agent under clause 6.2 in respect of each year
of account of the Managed Syndicate shall be the percentage specified in the
Corporate MemberÕs Syndicate List of the Corporate MemberÕs Adjusted Profit for
the relevant year of account, the Adjusted Profit being calculated in accordance
with the following provisions of this Schedule.
2.
Determination of underwriting profits and losses
For
the purposes of this Schedule the closed year of account profit or loss of the
Managed Syndicate for any year of account shall, subject to the following
provisions of this Schedule, be determined by reference to the audited
underwriting account of the Managed Syndicate for the relevant year of account
but any necessary adjustments shall be made to ensure that:
(a) investment
income shall be taken into account before deduction of tax;
(b) capital
appreciation and depreciation and profit or loss on the realisation of
investments shall be taken into account before making any provision for tax
thereon;
(c) foreign
currency exchange gains and losses shall be taken into account;
(d) no
deduction shall be made for any United Kingdom or overseas taxation on
underwriting profits; and
(e) deductions
shall be made for syndicate expenses but for any other charges, costs or
expenses incurred by the Corporate Member.
3. Deficit
clause: basic calculation of Adjusted Profit
(a) Subject
to the following provisions of this Schedule, the Corporate MemberÕs Adjusted
Profit for any year of account is the amount of the Syndicate Adjusted Profit
attributable to the Corporate MemberÕs Allocation for that year of account less
the Corporate MemberÕs Expenses for that year of account (as adjusted, where
applicable, under clause 14).
(b) In
this Schedule:
(i) ÒSyndicate
Adjusted ProfitÓ for any year of account (Òthe Relevant YearÓ) is the Syndicate
Profit for the Relevant Year less the Eligible Losses at the Closing Date of
the Relevant Year;
(ii) Òthe
Corporate MemberÕs AllocationÓ for a year of account means the amount of the
Corporate MemberÕs memberÕs syndicate premium limit in relation to the Managed
Syndicate for that year of account;
[(iia) Òthe Corporate
MemberÕs expensesÓ for a year of account means the amount payable by the
Corporate Member in respect of that year of account by way of LloydÕs
subscriptions, Central Fund contributions, New Central Fund contributions and
the AgentÕs annual fee;]
(* As
specified in the Corporate MemberÕs Syndicate List)
NOTE
(iii) ÒSyndicate
ProfitÓ for a year of account means the closed year of account profit of the
Managed Syndicate for that year of account determined in accordance with
paragraph 2 above, and ÒSyndicate LossÓ has a corresponding meaning;
(iv) a
Syndicate Loss incurred in respect of a year of account is deemed to be
incurred at the Closing Date of that year of account;
(v) ÒClosing
DateÓ means a date at which a year of account is closed;
(vi) ÒPrior
Year End(s)Ó means, in relation to a Closing Date, the end(s) of the [*]
year(s) immediately preceding the year ending on that Closing Date;
(vii) ÒEligible
LossÓ means, in relation to the calculation of the Syndicate Adjusted Profit
for the Relevant Year, a Syndicate Loss, Initial Deficit or Further Deficit
incurred at the Closing Date of the Relevant Year or at a Prior Year End, so
far as not taken into account under this Schedule in calculating the Syndicate
Adjusted Profit for a year of account closed before or at the same time as the
Relevant Year; and
(viii) ÒInitial DeficitÓ
and ÒFurther DeficitÓ have the meanings respectively given to them in paragraph
6 below.
4. Deficit
clause: carry-forward of surplus Eligible Losses
If
the Eligible Losses exceed the Syndicate Profit for the Relevant Year, the
Syndicate Adjusted Profit for the Relevant Year shall be treated as nil and so
much of the excess as was not incurred at the earliest Prior Year End shall be
carried forward as Eligible Losses available, subject to the provisions of this
Schedule, to be taken into account in calculating the Syndicate Adjusted Profit
at the following Closing Date.
5. Deficit
Clause: Priority among Eligible Losses
Where
the calculation of the Syndicated Adjusted Profit involves subtracting from the
Syndicate Profit Eligible Losses incurred at more than one year end, the
Eligible Losses incurred at the earliest relevant year end shall be deemed to
be subtracted first.
6. Deficit
Clause: run-off accounts
(a) This
paragraph applies where a year of account of the Managed Syndicate (Òthe
Run-Off YearÓ) is not closed at the date at which it would normally have been
closed in accordance with the policies and procedures generally adopted in
respect of the Managed Syndicate (Òthe Normal Closing DateÓ).
(b) (i) Where
the run-off account result for the Run-off Year at the Normal Closing Date, as
shown in the annual report prepared as at that date, is a deficit, that deficit
is in this Schedule referred to as the ÒInitial DeficitÓ.
(ii) Where
at any anniversary of the Normal Closing Date the Run-off Year remains open and
the cumulative run-off account balance for the Run-off
(* As
specified in the Corporate MemberÕs Syndicate List)
Year
as at that anniversary, as shown in the annual report prepared as at that
anniversary, is a deficit, that deficit is in this Schedule referred to as an
ÒIntermediate DeficitÓ.
(iii)If
the Run-off Year is closed, the Syndicate Profit or Syndicate Loss in respect
of the Run-off Year, as shown in the annual report prepared as at the Closing
Date, is in this Schedule referred to as the ÒFinal BalanceÓ.
(c) An
Initial Deficit shall for the purposes of the definition of ÒEligible LossÓ in
paragraph 3(b) above be treated as incurred at the Normal Closing Date.
(d) If at
any anniversary of the Normal Closing Date there is an Intermediate Deficit
exceeding whichever is the greatest of the Initial Deficit and any previous Intermediate
Deficit, a loss equal to the excess (or, where there has been no Initial
Deficit and no previous Intermediate Deficit, equal to the Intermediate Deficit
at that anniversary) shall be treated as incurred at that anniversary. Such a
loss is in this Schedule referred to as a ÒFurther DeficitÓ.
(e) If
the Run-Off Year is closed, the Final Balance at the Closing Date shall be
adjusted by crediting an amount equal to the aggregate amounts of the Initial
Deficit and of any Further Deficit which previously have been applied as
Eligible Losses in reducing the Syndicate Adjusted Profit at the closing Date
of any other year of account. The resulting amount (Òthe Adjusted Final
BalanceÓ) shall be treated as the Syndicate Profit arising, or the Syndicate Loss
incurred, at the Closing Date of the Run-off Year.
7. Deficit
clause: apportionment of Eligible Losses
(a) Where
a Syndicate Profit arises on the closing of each of two or more years of
account closed at the same date, any Eligible Losses available at that date
shall be apportioned between the respective Syndicate Profits rateably
according to the amounts of those Syndicate Profits.
(b) Where
the calculation of the Syndicate Adjusted Profit involves subtracting from a
Syndicate Profit Eligible Losses incurred at the same year end in respect of
two or more years of account, those Eligible Losses shall be apportioned
between the relevant years of account rateably according to the respective
total amounts of the Eligible Losses as at the relevant Closing Date
attributable to each such year of account.
(c) Any
apportionments falling to be made under this paragraph in a case where
paragraph 8 below applies shall be made before effect is given to that
paragraph.
[7A. Deficit
Clause: Syndicate Merger
(a) This
paragraph 7A applies where:
(i) for
any Relevant Year after 1998 the Managed Syndicate is a successor syndicate in
consequence of a syndicate merger;
(ii) the
successor syndicate and the ceasing syndicate are or were managed by the same
managing agent or by related managing agents; and
(iii) the
Corporate Member is a member of the successor syndicate for the Relevant Year
and was a member of the ceasing syndicate for its final year of account and of
the successor syndicate for the next following year of account.
(b) Any
Syndicate Loss, Initial Deficit or Further Deficit of the ceasing syndicate
which, if the ceasing syndicate had continued to accept new or renewal business
for subsequent years of account, would have been an Eligible Loss under the Managing
AgentÕs Agreement between the Corporate Member and the managing agent of the
ceasing syndicate for the purpose of calculating any profit commission payable
by the Corporate Member under that agreement for the Relevant Year (assuming
neither profit nor loss for the ceasing syndicate for any year of account
between its final year of account and the Relevant Year) shall, subject to any
adjustment in accordance with sub-paragraph (c) or (d) below, be treated as an
Eligible Loss of the Managed Syndicate for the purposes of this Part B.
(c) Where
the Corporate MemberÕs Allocation for the final year of account of the ceasing
syndicate was greater than the Corporate MemberÕs Merger Allocation and
Eligible Losses attributable to any year or years of account of the ceasing
syndicate fall under this paragraph 7A to be subtracted from the Syndicate
Profit in calculating the Syndicate Adjusted Profit for the Relevant Year of
the Managed Syndicate, the aggregate amount of the Eligible Losses attributable
to that year or those years of account of the ceasing syndicate which may be so
subtracted is limited to:
L x A2
A1
where:
L =the
amount of the Eligible Losses attributable to that year or those years of
account of the ceasing syndicate;
A1 =the
amount of the Corporate MemberÕs Allocation for the last year of account of the
ceasing syndicate; and
A2 =the
amount of the NameÕs Merger Allocation.
(d) Where
the Corporate MemberÕs Allocation for the final year of account of the ceasing
syndicate was less than Corporate MemberÕs Merger Allocation and Eligible
Losses attributable to any year or years of account of the ceasing syndicate
fall under this paragraph 7A to be subtracted from the Syndicate Profit in
calculating the Syndicate Adjusted Profit for the Relevant Year of the Managed
Syndicate, the aggregate amount of the Eligible Losses attributable to that
year or those years of account of the ceasing syndicate which may be so
subtracted is limited to:
P x A1
A2
where:
P =the
amount of the Syndicate Profit for the Relevant Year;
A1 =the
amount of the Corporate MemberÕs Allocation for the last year of account of the
ceasing syndicate; and
A2 =the
amount of the Corporate MemberÕs Merger Allocation.
(e) For
the purposes of this paragraph 7A:
(i) Òceasing
syndicateÓ and Òsuccessor syndicateÓ have the meanings given in the Major
Syndicate Transactions Byelaw (No. 18 of 1997, 332);
(ii) Òrelated
managing agentsÓ means two or more managing agents, being bodies corporate,
which are members of the same group, and ÒgroupÓ means for this purpose a
holding company and its subsidiaries, in each case as defined by section 736 of
the Companies Act 1985;
(iii) ÒCorporate
MemberÕs Merger AllocationÓ means the amount of the Corporate MemberÕs
Allocation on the successor syndicate for the first year of account after the
syndicate merger to which the Corporate Member became entitled, by reason of
the terms of the syndicate merger or by reason of any requirements of the
Council made in relation thereto, by reference to the amount of the Corporate
MemberÕs Allocation for the final year of account of the ceasing syndicate; and
(iv) expressions
defined in paragraph 3(b) of this Part in relation to the Managed Syndicate
have the corresponding meanings in relation also to a ceasing syndicate
notwithstanding that the ceasing syndicate is not the Managed Syndicate.]
NOTE
8.
Transitional provisions
(a) References
in this Schedule to a year of account do not include a year of account earlier
than the 1994 year of account.
(b) References
in this Schedule to the ends of the two (or more) years immediately preceding a
year ending on a Closing Date do not include a year ending earlier than 31
December 1996.
9. Time of
payment
The
profit commission payable to the Agent in respect of any year of account shall
be calculated and paid forthwith upon the despatch to the Corporate Member or,
if so
directed by
the Corporate Member, to the Corporate MemberÕs LloydÕs Adviser of the annual
report prepared as at the Closing Date of the relevant year of account.
Schedule 2.
The Syndicate and Arbitration Agreement
THIS
AGREEMENT is made on..............................................
BETWEEN:
(1) ...............................................................................................
whose
registered/principal
office is at
....................................................................
.........................................................................................................
(the
ÒManaging
AgentÓ);
(2) Each
of the underwriting members of LloydÕs who participates in the Managed
Syndicate (as defined below) for the Relevant Year of Account (as defined
below), the names of such underwriting members being listed in the syndicate
constitution attached to this Agreement (the ÒNamesÓ); and
(3) Each
of the membersÕ agents through the agency of which any of the Names
participates in the Managed Syndicate for the Relevant Year of Account, the
names of such membersÕ agents being listed in the syndicate constitution
attached to this Agreement (the ÒMembersÕ AgentsÓ).
WHEREAS
Each of the
Names and each of the MembersÕ Agents has authorised and directed the Managing
Agent to enter on their behalf into an agreement in the form of this Agreement.
NOW IT IS
AGREED as follows:
1.
Interpretation
1.1 In
this Agreement, unless the context otherwise requires:
ÒManaging
AgentÕs AgreementÓ means an agreement between a Name and the Managing Agent in
the terms of the standard agreement set out in Schedule 3 or (in the case of a
Name which is a body corporate) Schedule 4 to the Agency Agreements Byelaw (No.
8 of 1988, 310) regulating the NameÕs participation in the Managed Syndicate
for the relevant Year of Account;
ÒManaged
SyndicateÓ means the syndicate specified in the Schedule;
ÒRelevant
Year of AccountÓ means the year of account specified in the Schedule;
ÒStandard
MembersÕ AgentÕs AgreementÓ means the form of agreement between an underwriting
member of LloydÕs and a membersÕ agent prescribed by the Agency Agreements
Byelaw (No. 8 of 1988, 310).
1.2 Unless
the context otherwise requires and except for the words and expressions defined
in clause 1.1, words and expressions defined in the Standard MembersÕ AgentÕs
Agreement have the same meanings in this Agreement.
1.3 This
Agreement shall apply to the Managed Syndicate for the Relevant Year of
Account.
2.
Undertakings of the Names
Each
of the Names hereby undertakes to each of the other Names, the Managing Agent
and each of the MembersÕ Agents:
(a) to
comply with the provisions of the Managing AgentÕs Agreement between that Name
and the Managing Agent in relation to the Managed Syndicate;
(b) without
prejudice to paragraph (a) above, to remain a member of the Managed Syndicate
unless and until the appointment of the Managing Agent under the Managing AgentÕs
Agreement between that Name and the Managing Agent in relation to the Managed
Syndicate is terminated pursuant to and in accordance with the provisions of
clause 11 of that agreement; and
(c) not
to terminate the appointment of the MembersÕ Agent (if any) designated by that
Name as being appointed to act as its membersÕ agent in relation to the Managed
Syndicate for the Relevant Year of Account otherwise than pursuant to and in
accordance with the provisions of clause 11 of the MembersÕ AgentÕs Agreement
between that Name and that MembersÕ Agent.
3.
Syndicate Disputes
3.1 Subject
to clause 3.3 and clause 3.4, any disputes, differences, questions or claims
whatsoever between any or all of the Names, the MembersÕ Agents and the
Managing Agent, whether in contract, tort or otherwise, arising at any time and
in any way out of or in connection with or in relation to the Managed Syndicate
for the Relevant Year of Account or its constitution or business for the
Relevant Year of Account (ÒSyndicate DisputesÓ) shall be referred at the
request of any such Names, MembersÕ Agents or the Managing Agent to arbitration
in London under the rules of the LloydÕs Arbitration Scheme for the time being,
which rules are deemed to be incorporated by reference into this clause.
3.2 Subject
to the rules of the LloydÕs Arbitration Scheme, any Syndicate Disputes which
involve common questions or issues shall be referred to the same arbitrator or
arbitrators who shall have full power to direct that any such Syndicate
Disputes shall be heard concurrently between each and all of the Names,
MembersÕ Agents and the Managing Agent involved.
3.3 This
clause 3 does not apply to any dispute, difference, question or claim relating
to any of the provisions of clause 7.1, clause 13.6 or clause 14 of the
Managing AgentÕs Agreement between any of the Names and the Managing Agent.
3.4 This
clause 3 does not apply or applies as modified to any dispute, difference,
question or claim in respect of which and to the extent to which the
application of this clause 3 is excluded or modified by byelaw or by the
LloydÕs Arbitration Scheme.IN WITNESS whereof this Agreement has been signed by
the Managing Agent on its own behalf and for and on behalf of each of the Names
and each of the MembersÕ Agents the day and year first above written.
Schedule
The Managed
Syndicate is syndicate no. ......................................
The
Relevant Year of Account is the .............................. year of account.
SIGNED
byfor and on behalf of
the
Managing Agent,
each of the
Names and
each of the
MembersÕ
Agents in
the
presence
of:
EXECUTED AS
A DEED
by [the
Corporate Member]
EXECUTED AS
A DEED
by [the
Agent]Ó
[In the
case of a partnership]
SIGNED
SEALED AND DELIVERED
by a
partner duly authorised for and on behalf of the Agent
in the
presence of:
311.
Multiple Syndicates Byelaw No. 5 of 1989, 10 May 1989
COMMENCEMENT
This
byelaw commenced on 11 May 1989, although in some circumstances the provisions
of paragraphs 3 and 21 did not apply until 1 January 1991 (see paragraph 22
below).
AMENDMENTS
This byelaw
was amended by
Multiple
Syndicates (Amendment) Byelaw (No. 12 of 1989)
Multiple
Syndicates (Amendment No. 2) Byelaw (No. 4 of 1991)
Syndicate
Premium Income (Amendment No. 3) Byelaw (No. 12 of 1991)
Multiple
Syndicates (Amendment No. 3) Byelaw (No. 4 of 1993)
Corporate
Members (Consequential Amendments) Byelaw (No. 20 of 1993)
Syndicate
Accounting Byelaw (No. 18 of 1994)
MembersÕ
Agents (Information) (Amendment No. 2) Byelaw (No. 4 of 1995)
Multiple
Syndicates (Amendment No. 4) Byelaw (No. 11 of 1995)
Appeal
Tribunal Byelaw (No. 18 of 1995)
Multiple
Syndicates (Amendment No. 5) Byelaw (No. 5 of 1997)
Captive
Corporate Members Byelaw (No. 19 of 1998)
Underwriting
Agents (Amendment No. 16) Byelaw (No. 15 of 1999).
EXPLANATORY
NOTES
(These
notes are not part of the byelaw.)
This
byelaw prohibits an underwriter, whether or not an active underwriter, acting
as such for more than one syndicate concurrently without the consent of the
Council. It also prohibits a managing agent permitting an individual employed
by it from acting for more than one syndicate concurrently without the consent
of the Council, whether or not the syndicates concerned are managed by the same
managing agent. The byelaw specifies circumstances in which the Council may
grant such consent and makes provision for the imposition of conditions in
relation thereto.
The
byelaw also imposes on managing agents requirements concerning syndicate
reinsurances where two or more syndicates are managed by the same managing
agent or by associated managing agents, whether or not those syndicates have an
underwriter in common.
Section
1ÑIntroduction
1. These
explanatory notes should be read in conjunction with the Multiple Syndicates
Byelaw (No. 5 of 1989) (Òthe byelawÓ). Their purpose is to provide guidance on
certain provisions of the byelaw; these notes are a guide only and do not
override the provisions of the byelaw.
2. Terms
defined in the byelaw have the same meanings in these explanatory notes. Other
terms not expressly defined in the byelaw but which are defined in section 2 of
LloydÕs Act 1982 also have the meanings so defined when used in the byelaw or
in these explanatory notes. Paragraph references in the explanatory notes are
references to paragraphs of the byelaw except as otherwise stated.
3. The
Multiple Syndicates Byelaw (No. 7 of 1985) no longer has effect, except for
arrangements existing on 11 May 1989 (until 31 December 1990). The Code of
Practice for Underwriting Agents and Active UnderwritersÑMultiple Syndicates (9
December 1985) and the amendments to the Code of Practice for Underwriting
Agents and Active UnderwritersÑMultiple Syndicates (12 May 1986) remain in
force for the time being. This is explained in more detail in note 37 below.
4. Readers
of these explanatory notes should also refer to the Syndicate Accounting Byelaw
(No. 11 of 1987), which contains requirements concerning the disclosure of
information in syndicate annual reports.
Section
2ÑDuties of agents under the general law
5. It
is unlawful for an agent (including a managing agent or underwriter) improperly
to prefer one principal (i.e. Name), or group of principals, over another; such
conduct would be likely to render a person liable to disciplinary proceedings
at LloydÕs.
6. The
purpose of the byelaw is to address the conflicts of interest which arise where
an individual is in a position to commit two or more syndicates (whether or not
managed by the same managing agent or group of managing agents). Compliance
with the provisions of the byelaw should ensure that managing agents and
underwriters fulfil duties which they owe to their Names under the general law
but there may be circumstances where compliance with the byelaw will not of
itself be sufficient. Accordingly paragraph 2 provides that the byelaw does not
derogate from the law applicable to agents.
Section
3ÑGeneral
7. The
conflict of interest which arises in connection with the underwriting of
insurance business where a managing agent (or group of managing agents) manages
two or more syndicates able to accept the same business is largely overcome
where the underwriting team of each syndicate underwrites solely for that
syndicate. Accordingly, the byelaw focuses upon the underwriting
responsibilities of a syndicateÕs underwriting team.
8. In
addition, no conflict should arise in the following circumstances where one or
more individual underwrites for more than one syndicate:
(i) where
the syndicates are mirror syndicates;
(ii) where
all the business of the respective syndicates is written on a split stamp
basis;
(iii) where
a syndicate is being run off.
The byelaw
provides that consent may be given in these circumstances.
9. There
is provision in the byelaw for consent to be granted in other circumstances but
such consent will only be given after a rigorous examination of particulars of
the case in question and subject to the application of the strictest
safeguards. This is dealt with more fully in notes 24 to 29 below.
10. When
considering whether to grant consent under the byelaw the Council will take
into account conflicts of interest which may arise because a managing agent is
ÒassociatedÓ with one or more other managing agents. The meaning of
ÒassociatedÓ for this purpose is set out in note 3 to the schedule to the
byelaw.
11. It
should be noted that consents under this byelaw can be granted not only to
individual underwriters, but also to ÒclassesÓ of underwriters. Thus, for
example, the Council may grant consent for Òthe deputy underwriter responsible for
cargo risksÓ to underwrite for two specified syndicates.
12. The
byelaw refers to consents being considered by the Council of LloydÕs. In
practice, the Council will act by the Underwriting Agents Registration
Committee.
13. Provisional
Syndicates
Paragraph
8 of the Managing AgentÕs Agreement which will apply for the 1990 and
subsequent years of account deals with the acceptance of risks on behalf of
provisional insurers. The byelaw has been drafted so that no person shall be
deemed to be acting on behalf of two or more syndicates solely because he
accepts risks on behalf of provisional syndicates; paragraph 2 of the schedule
to the byelaw and paragraph 8(1)(c) of the byelaw refer.
Section
4ÑCommentary on specific aspects of the byelaw
Paragraph
3: restriction on acting as underwriter for multiple syndicates
14. This
paragraph applies whether or not the managing agents of the syndicates are
associated.
15. It
should be noted that, in the context of this byelaw, ÒunderwriterÓ means any
underwriter for a syndicate (by whatever title he is known), not just the
active underwriter. A full definition of ÒunderwriterÓ is provided in the
schedule to the byelaw. There is no Òde minimisÓ provision in this definition;
thus, even though a member of an underwriting team is only permitted to accept
risks in limited circumstances and of a low premium value, he will be regarded
as an ÒunderwriterÓ.
16. Sub-paragraph
(4) provides, for the avoidance of doubt, that the byelaw does not apply to
certain well-established market arrangements which cannot give rise to unfair
allocation of risks between syndicates. In these arrangements, the respective
syndicatesÕ shares in every risk have been predetermined by agreement, and
therefore cannot be altered by the underwriter.
Paragraph
4: business allocated in predetermined proportions (split stamp)
17. This
paragraph allows consent to be given where all of the business of two or more
syndicates is underwritten on a split stamp basis.
18. For
the purpose of paragraph 4(1), which deals with the proportions in which risks
are to be allocated among the syndicates concerned, it will be acceptable for
the proportions to be stated as being pro-rata to the syndicatesÕ relative
allocated capacities. In this case, the actual percentage splits of business
would not be finalised until approximately 1 January of the relevant year.
19. Sub-para.
(2) only applies where the syndicates concerned are managed by the same
managing agents or by associated managing agents. In considering such applications
the other matters which the Council will wish to take into account are likely
to include:
(a) the
reason for the separate existence of the syndicates for which the underwriter
is to act concurrently;
(b) whether
and the extent to which any financial advantage is likely to accrue to the
underwriter or managing agent, or to any person connected with either of them,
as a result of the arrangements proposed, including but not limited to any
financial advantage arising :
(i) by
way of profit-related remuneration (e.g. salary, bonus, profit commission or
other remuneration); or
(ii) where
the syndicates concerned are managed by associated managing agents, by virtue
of any interests in shares in any of those managing agents or, where any such
managing agent is a partnership, any interests in that partnership;
(c) the
degree of participation by way of underwriting membership of each syndicate
concerned, both individually and in aggregate, of shareholders, directors or
employees of or partners in the managing agent of that syndicate (or of any
associated managing agent) or who are related to any such individuals. For this
purpose an individual is to be regarded as Òrelated toÓ another individual and
that other Òrelated toÓ him if he is the spouse or a child or step-child of
that individual.
Paragraph
5: mirror syndicates
20. Syndicates
are mirror syndicates where the Names and their relative participation on each
syndicate are identical.
Paragraph
6: distressed or run-off syndicates
21. Consent
can be given under this paragraph if an underwriter, not necessarily the active
underwriter, becomes unable to act for a syndicate. For instance, the inability
to act of a deputy writing a specialist type of business may require that a
suitable specialist from another syndicate be engaged to write for both
syndicates.
22. It
must be emphasized that consents for distressed syndicates are intended to
allow a temporary arrangement to be adopted until the agent makes longer term
plans. Thus, the maximum period for which consent can be given is six months,
by which time the managing agent would normally be expected to make alternative
arrangements. If a managing agent is not able to make alternative arrangements
within the period of the initial consent, further consent may be sought under
sub-paragraph 3.
23. In
considering applications for either distressed or run-off syndicates, the
Council will normally take into account whether and the extent to which any
financial advantage is likely to accrue to the underwriter or managing agent
concerned, or to any person connected with either of them, as a result of the
arrangements proposed.
Paragraph
7: power to grant consent in other cases
24. It
is envisaged that consents under this paragraph will be granted only in exceptional
cases. Managing agents will be expected to make a strong case to the Council
for employing an underwriter to underwrite for more than one syndicate in
circumstances other than those allowed for in paragraphs 4, 5 and 6 of the
byelaw.
25. The
Council will pay particular attention to the basis on which the managing agent
or managing agents propose that insurance business be allocated between the
syndicates concerned. When approval is given the managing agent should be able
to show and explain how the basis has been followed.
26. For
any multiple syndicate arrangement to be permitted under this paragraph it will
be necessary for the managing agent to satisfy the Council that there were
adequate safeguards in respect of the following:
(i) Financial
incentives (other than those relating to syndicate participation);
(ii) Financial
incentives relating to syndicate participation;
(iii) The
disclosures that have been made or are to be made to Names.
27. Financial
incentives (other than those relating to syndicate participation): the Council
will wish to be satisfied that the arrangements ensured that no significant
financial advantage would accrue to the underwriter or managing agent concerned
by the allocation of insurance business to one syndicate rather than the other.
Particular attention will be paid to profit related remuneration (of the
underwriter and/or managing agent) and where syndicates are managed by
different managing agents, interests in shares of the agents (including options
or similar rights).
28. Financial
incentives relating to syndicate participation: the applicant will need to
demonstrate to the Council that the syndicate participations of the staff and
of the underwriter in respect of whom consent is sought are not out of line
with the relative sizes of the syndicates. It is recognised that valid reasons
may exist for different proportionate participation. For example, it might be
appropriate for individuals connected with a managing agency to have relatively
high participations to show confidence in the early years of a new syndicate
operating in a largely untested (possibly high risk) market. The onus will be
on the managing agent to justify to the Council syndicate shares which differ
significantly in proportionate terms between the syndicates under
consideration. Regard will also be had to the deviation of such individualsÕ
shares from the ÒstandardÓ shares applicable to these syndicates.
29. In
the context of this paragraph, Òinsurance businessÓ includes any participation in
any risk.
Paragraph
8: formation of new additional syndicates having common underwriters
30. This
paragraph governs the allocation of capacity where consent is granted under
paragraph 7 to the establishment of a new multiple syndicate.
31. Sub-para.
(2) requires the managing agent to follow certain procedures regarding the
allocation of capacity, Òso far as is reasonably practicableÓ. The managing
agent will need to demonstrate that it has complied with the requirements as
far as is reasonably practicable, and will need to satisfy the Council in the
light of the following:
(a) the
number of relevant membersÕ agents;
(b) the
number of members of the existing syndicate for whom any relevant membersÕ
agent acts and the size of their shares, whether individually or in aggregate,
in the existing syndicate;
(c) the
size of the standard share in the existing syndicate or in the new syndicate;
(d) the
cost to the managing agent of acting as managing agent for a member of the new
syndicate.
32. Initially,
capacity on the new syndicate can only be offered, via the membersÕ agents, to
Names who are members of the existing syndicate. It will be a matter of
judgement for each membersÕ agent whether it offers capacity to all, some or
none of its Names who are on the existing syndicate; this judgement will be
influenced by the size of the new syndicate, the minimum share, the balance of
the NamesÕ portfolios, the NamesÕ spare capacity, etc.
33. Once
the initial allocation is arranged, sub-paragraph (4) allows managing agents to
offer any capacity not taken up to any membersÕ agents (and membersÕ agents in
turn to any Names).
Paragraph
9: other casesÑprior disclosure
34. This
paragraph sets out the disclosure requirements to Names where a new multiple
syndicate is to be established under paragraph 7. It should be noted that 30
June is normally the latest date by which disclosure must be given to Names;
this will enable Names who are members of the existing syndicate to have time
to consider whether they should resign from the syndicate by the deadline date
of 31 August. The Council is therefore unlikely to grant extensions to the
notification date of 30 June. It should also be noted that agents will need to
have their application details fully developed well before 30 June, as these
details will form the disclosure which is to be made to Names.
Paragraph
14: revocation of consent
35. To
enable the Council to monitor compliance with any conditions of consent,
managing agents will be required to make disclosures to LloydÕs in the annual
Òshuttle documentÓ return.
Section
5Ñreinsurance arrangements
36. It
should be noted that paragraphs 17 and 18 apply to all situations where a
managing agent (together with any associated managing agents) manages more than
one syndicate, whether or not there are any underwriters in common.
Paragraph
22: commencement and transitional provisions
37. The
byelaw comes into effect on 11 May 1989; any new arrangements which commence
after that date will need to comply with the byelaw. Arrangements in place on
11 May 1989 will be allowed to continue as regards the positions held by the
underwriter concerned i.e. it will not be necessary for applications under the
byelaw to be made during the transitional period if the arrangements remain
unchanged but a different underwriter is appointed.
The
Council of LloydÕs in exercise of its power under section 6(2) of LloydÕs Act
1982 by special resolution hereby makes the following byelaw.
Part
AÑPreliminary
1. Interpretation
The
provisions of Schedule 1 to this byelaw (interpretation) shall have effect.
2. Duties
of agents and misconduct
This
byelaw shall not be taken as derogating from:
(a) any
duty or liability of a managing agent or an underwriter under any rule of law
or equity; or
(b) any
provision of the byelaw entitled ÒMisconduct, Penalties and SanctionsÓ (No. 5
of 1983), and in particular, in relation to the selection of one syndicate as
against another, the prohibition of any conduct which is improper.
Part
BÑRestrictions Applying to the Management of Multiple Syndicates
3.
Restriction on acting as underwriter for multiple syndicates
(1) No
individual shall act as underwriter for more than one syndicate concurrently
except where the Council has granted him consent under part C of this byelaw.
(2) No
managing agent shall permit an individual employed by it to act as underwriter
for more than one syndicate concurrently except where the Council has granted
it consent under part C of this byelaw.
(3) Sub-paragraphs
(1) and (2) apply whether or not the syndicates concerned are managed by the
same managing agent.
(4) An
individual shall not for the purposes of this byelaw be regarded as acting as
underwriter for a syndicate by reason only that:
(a) he is
named or otherwise designated in a line slip as having authority to accept
risks on behalf of a syndicate named in that line slip;
(b) he
has authority to act on behalf of a consortium of syndicates;
[(b) he has
authority to act on behalf of a consortium where the participating syndicates
are not all managed by the same managing agent or by associated managing
agents;]
NOTE
(c) he is
named or otherwise designated in a limited binding authority as having
authority to accept risks on behalf of a syndicate named in that limited binding
authority; or
(d) in
relation to the insurance of a particular risk subscribed by him he is
authorised by other underwriters subscribing that insurance to vary at his
discretion the terms of such insurance, whether by extension of period, by
alteration of scope of cover or of interest insured, by addition of further
assureds or otherwise.
[(5) The
provisions of Schedule 2 shall have effect in relation to consortia.]
NOTE
Part
CÑPermission to Act As Underwriter For
Multiple
Syndicates
4. Business
allocated in predetermined proportions
(1) The
Council may, on the application of the managing agent of each syndicate
concerned, grant consent that an individual act as underwriter for two or more
syndicates concurrently on condition that, save in the case of a resinsurance
to close of any of those syndicates [or of arrangements referred to in
paragraph 19(2A) of this byelaw]:
(a) no
risk shall be accepted on behalf of any of those syndicates unless it is
accepted also on behalf of all of the others; and
(b) the
proportions in which every risk is to be allocated among the syndicates
concerned for any year of account shall be determined at or before the
beginning of that year of account and shall not subsequently be varied without
the consent of the Council.
NOTE
(2) In
any case where the syndicates concerned are managed by the same managing agent
or by associated managing agents, the Council shall in deciding whether to
grant permission under sub-paragraph (1) have regard to the following matters:
(a) the proportions
in which it is proposed that risks be allocated among the syndicates concerned
and, where such proportions are other than those of the respective syndicate
allocated capacities, the reason for such inequality;
(b) the
proposals for disclosure of the arrangements in relation to which permission is
sought to members of any of the syndicates concerned and to persons who are
invited to become members of any of the syndicates concerned; and
(c) any
other matters which in the opinion of the Council should be taken into account.
5. Mirror
syndicates
(1) The
Council may, on the application of the managing agent of each syndicate
concerned, grant consent that an individual act as underwriter for two or more
syndicates concurrently on condition that the syndicates concerned shall
consist exclusively of the same members and that the apportionment among those
members of the risks underwritten by each syndicate shall be the same for each
syndicate.
(2) In
deciding whether to grant consent under sub-paragraph (1) the Council shall
have regard to the following matters:
(a) the
manner in which and the extent in which any financial advantage is likely to
accrue to the underwriter or to the managing agent concerned, or to any person
connected with either of them, as a result of the arrangements proposed,
including but not limited to any financial advantage arising by way of
profit-related remuneration (whether salary, bonus, profit commission or other
remuneration); and
(b) any
other matters which in the opinion of the Council should be taken into account.
6.
Distressed or run-off syndicates
(1) The
Council may, on the application of the managing agent of each syndicate
concerned, grant consent that an individual who acts as underwriter for a
syndicate shall act concurrently as underwriter for another syndicate if it is
necessary or expedient in the interests of the members of that other syndicate
for him to do so:
(a) where
any underwriter of that other syndicate has died or become indisposed or has
been suspended from transacting insurance business at LloydÕs or has for any
other reason become unable or unwilling to act as underwriter for that other
syndicate; or
(b) for
the purpose of winding up the business of that other syndicate.
(2) In
deciding whether to grant consent under sub-paragraph (1) the Council shall
have regard to the following matters:
(a) the
basis on which it is proposed that insurance business be allocated among the
syndicates concerned; and
(b) any
other matters which in the opinion of the Council should be taken into account.
(3) The
Council shall not grant consent under paragraph (1)(a) (distressed syndicate)
for a period exceeding six months but may, on the application of the managing
agent of each syndicate concerned, renew the grant of consent for such further
period not exceeding six months and subject to such conditions as it thinks
appropriate; and the grant of consent may be renewed under this sub-paragraph
more than once.
7. Power
to grant consent in other cases
(1) Subject
to sub-paragraphs (2) to (5) of this paragraph and to paragraphs 8 and 9, if in
circumstances not falling within paragraphs 4, 5 or 6 it is satisfied that
there is good reason to do so the Council may on the application of the
managing agent of each syndicate concerned consent that an individual act as
underwriter for two or more syndicates concurrently.
(2) In
deciding whether to grant consent under sub-paragraph (1) the Council shall
have regard to the basis on which the managing agent concerned proposes that
insurance business be allocated between the syndicates concerned.
(3) The
Council shall not grant consent under sub-paragraph (1) unless it is satisfied
that no significant financial advantage will accrue to the underwriter or
managing agent concerned (or to any person connected with either of them) as a
result of his accepting any insurance business on behalf of one of the
syndicates concerned rather than another, including but not limited to any
financial advantage arising:
(a) by
way of profit-related remuneration (whether salary, bonus, profit commission or
other remuneration);
(b) where
the syndicates concerned are managed by different managing agents, by virtue of
any interests in shares in any of those managing agents or, where any such
managing agent is a partnership, any interests in that partnership; or
(c) by
virtue of his share as a member of any of the syndicates concerned in the
profits thereof.
(4) The
Council shall not grant consent under sub-paragraph (1) unless the proportion
borne by the staff allocated capacity to the syndicate allocated capacity is
not significantly different as between the syndicates to which the consent
relates or the Council is satisfied that there is good reason why those
proportions should be significantly different.
(5) In
this paragraph:
(a) Òstaff
allocated capacityÓ means the aggregate of the memberÕs syndicate premium
limits of all of the members of a syndicate who are shareholders, directors or
employees of or partners in the managing agent of that syndicate (or any
associated managing agent in relation to which the permission is granted) or
who are related to any such individuals; and
(b) an
individual is to be regarded as Òrelated toÓ another individual and that other
as Òrelated toÓ him if he is:
(i) the
spouse, or
(ii) a
child or step-child of that individual.
8. Other
cases: new syndicates
(1) Where:
(a) the
Council grants consent under paragraph 7 that an individual who acts as
underwriter for a syndicate (the Òexisting syndicateÓ) shall act as underwriter
for another syndicate; and
(b) those
syndicates are to be managed by the same managing agent or by associated
managing agents; and
(c) save
to the extent that risks may be accepted on behalf of provisional insurers,
that other syndicate (the Ònew syndicateÓ) will not begin to carry on insurance
business until the year of account in relation to which permission is granted,
the
managing agent of the new syndicate shall allocate participation in the new
syndicate for its first year of account among the persons and in the manner
provided in sub-paragraphs (2)[, (2A)] and (3) [[, save that the provisions of
this sub-paragraph shall not apply where the new syndicate is a captive
syndicate which derives the totality of its premium income from underwriting
group company insurance business]].
NOTE
(2) Where
sub-paragraph (1) applies the managing agent of the new syndicate shall before
1st July next before the first year of account of the new syndicate and so far
as is reasonably practicable [Ñ
(a) offer
to each corporate member of the existing syndicate a share in the risks to be
underwritten on behalf of the new syndicate during the first year of account of
that syndicate proportionate to the share of that corporate member in risks
underwritten on behalf of the existing syndicate shown in the most recent
syndicate constitution submitted to the Society; and
(b)] invite each
relevant membersÕ agent to allocate in its discretion among those members of
the existing syndicate for whom that membersÕ agent acts as such in respect of
the existing syndicate shares in the risks to be underwritten on behalf of the
new syndicate during the first year of account of that syndicate the aggregate
of which is proportionate to the aggregate of the shares of those members in
risks underwritten on behalf of the existing syndicate shown in the most recent
syndicate constitution submitted to the Society [. . . ].
NOTE
[(2A). Where
sub-paragraph (1) applies, the managing agent shall admit as members of the new
syndicate for its first year of accountÑ
(a) each
corporate member to whom an offer has been made in accordance with
sub-paragraph (2)(a) and for so much of the share offered to that corporate
member in the risks to be underwritten as that corporate member has accepted;
and
(b) each
member of the existing syndicate to whom an allocation has been made by a
relevant membersÕ agent in response to an invitation made in accordance with
sub-paragraph 2(b) and for the share in the risks to be underwritten so allocated.]
NOTE
(3) Where
sub-paragraph (1) applies and
[(a) any share
offered to a corporate member in accordance with sub-paragraph (2)(a) has not
been accepted or has not been accepted in full; or
(b) any
share available for allocation by a relevant membersÕ agent has not been
allocated or has not been allocated in full;
the
managing agent which is to manage the new syndicate may make such arrangements
as it thinks fit for the allocation of any share or part share which has not
been accepted or allocated (as the case may be).]
NOTE
(4) In
this paragraph Òrelevant membersÕ agentÓ means, in relation to an existing
syndicate, a membersÕ agent which acts as a membersÕ agent for any member of
that syndicate in respect of that syndicate.
9. Other
cases: prior disclosure
(1) Where
a managing agent applies to the Council for consent under paragraph 7 it shall
disclose in a written statement at the times and to the persons specified in
sub-paragraph (3) the matters specified in sub-paragraph (4).
(2) The
Council may from time to time prescribe the form and content of the written
statement required by sub-paragraph (1) to be made.
(3) The
managing agent or agents concerned shall make the written disclosure required
by sub-paragraph (1):
(a) to
every member of any of the relevant syndicates, and to his membersÕ agent [É];
and
(b) to
every person who is invited to become a member of any of the relevant
syndicates (not being already such a member) or of any new syndicate, and to
his membersÕ agent [É],
before
whichever is the earliest of the date on which application is made for consent
and 1st July next before the first year of account in relation to which that
application is made, except that where the Council is satisfied that it is not
reasonably practicable for the managing agent concerned adequately to disclose
by that date [. . .] one or more of the matters specified in sub-paragraph (4)
that managing agent shall make such disclosure of that matter or those matters
so soon thereafter as is reasonably practicable.
NOTE
(4) The
matters which are required by sub-paragraph (1) to be disclosed in a written
statement are:
(a) particulars
of any consent for which that managing agent intends to apply under this byelaw
in relation to any relevant syndicate or any new syndicate (including the
grounds on which such consent is to be applied for);
(b) the
LloydÕs syndicate number of each of the relevant syndicates;
(c) the
current syndicate allocated capacity of and the number of underwriting members
in each of the relevant syndicates;
(d) the
intended or estimated approximate prospective syndicate allocated capacity for
the first year of account in relation to which application for consent is made
or to be made of each of the relevant syndicates and of any new syndicate;
(e) the
class or classes of insurance business in respect of which each of the relevant
syndicates is currently registered in the register of underwriting agents
maintained under the Underwriting Agents Byelaw (No. 4 of 1984, 101) and a
description of the categories of insurance business which the managing agent
intends should be underwritten on behalf of each of the relevant syndicates or
of any new syndicates during the first year of account in relation to which
application for consent is made or to be made;
(f) the
managing agent of each relevant syndicate and of any new syndicate;
(g) the
participation of each director of, or partner in, or underwriter acting on
behalf of each such managing agent and of any person connected with such
persons:
(i) in
any such managing agent, whether by way of any directorship, partnership,
contract of employment, or interest in the managing agent; or
(ii) as
a member of any relevant syndicate or any new syndicate;
(h) the
policy which the managing agent or managing agents intend to adopt as to the
allocation of insurance business among the relevant syndicates and any new
syndicates; and
(i) the
policy which the managing agent or managing agents of the relevant syndicates
and any new syndicates intend to adopt:
(i) as
to the reinsurance of any two or more of those syndicates under the same
contract of reinsurance; and
(ii) as
to the reinsurance by one or more of those syndicates of any other of those
syndicates.
(5) In
this paragraph:
Ònew
syndicateÓ means a prospective syndicate in relation to which an application
for consent under paragraph 7 is made or to be made and which will not begin to
carry on insurance business until the first year of account to which that
application relates, save to the extent that risks may be accepted on behalf of
provisional insurers; and
Òrelevant
syndicateÓ means a syndicate in relation to which an application for consent
under paragraph 7 is made or to be made and which is carrying on insurance
business during the year of account next before the year of account to which
that application relates.
(6) Every
written statement of disclosure required by this paragraph shall contain the
confirmation by two named directors or partners acting on behalf of the
directors of, or partners in, the managing agent issuing the statement that all
information required by this paragraph to be included in the statement is so
included.
Part
DÑGeneral Provisions About Consent
10. Consent
in respect of individuals
The
Council may grant consent under part C either in respect of a named individual
or, in relation to any specified managing agent, in respect of a class of
individuals.
11. Joint
applications by managing agents
The
Council shall not grant consent under part C [or part E] in relation to any
group of two or more syndicates unless the application for consent is made
jointly by all of the managing agents of the respective syndicates.
NOTE
12. Duration
of consent
The
Council may grant consent under paragraphs 4, 5, 6(1)(b) [,7 or 17] for a
specific period or for an indefinite period.
NOTE
13. Conditions
The
Council may in granting any consent under this byelaw impose such conditions as
it thinks fit, whether applying to the managing agent or the individual
concerned or both, and may from time to time during the currency of any consent
vary or revoke any condition or impose additional conditions.
14. Revocation
of consent
(1) The
Council may at any time revoke wholly or in part any consent granted under part
C [or part E]:
(a) if
any of the persons to whom it is granted fails or ceases to comply with any
condition imposed in connection with that consent or with any provision of this
byelaw; or
(b) if
any circumstance regarded by the Council as material to its decision to grant
consent changes during the currency of the consent.
NOTE
(2) Where
the Council has granted consent for an indefinite period it may at any time by
written notice revoke that permission wholly or in part but, without prejudice
to sub-paragraph (1) or any other power conferred on the Council or Committee
by LloydÕs Act 1982 or any byelaw or regulation made thereunder, such
revocation shall not be expressed to take effect on a date sooner than two
years thereafter or otherwise than 31 December.
(3) [This
sub-paragraph amended the Underwriting Agents Byelaw (No. 4 of 1984, 303).]
15. Notice
of revocation of consent or condition, etc.
(1) Where
the Council proposes to revoke any consent granted under part C [or part E] or
to vary any condition or to impose any additional condition the Council shall
give to the managing agent and the individual concerned notice in writing of
the CouncilÕs intention specifying the reasons why the Council proposes to act
and, before taking any action under paragraph 13 or 14, the Council shall take
into account any representations made by or on behalf of that managing agent or
individual within the period of 14 days beginning with the date of the service
of the notice.
NOTE
(2) After
taking account of any representations made by a managing agent or an individual
under sub-paragraph (1) the Council shall decide whether to:
(a) take
the course of action originally proposed;
(b) take
no further action; or
(c) take
some other course of action open to it under any byelaw or regulation for the
time being in force,
and shall
notify the managing agent or the underwriter, as the case requires, of its
decision.
16. Rights
of appeal
[.
. .]
NOTE
Part
EÑReinsurance Arrangements
17. Reinsurance
arrangements generally
[Subject
to paragraph 18(3),] every managing agent shall ensure that:
(a) the
reinsurance programme for each syndicate managed by it is effected having
regard to the best interests of the members of that syndicate;
(b) reinsurance
premiums for each syndicate managed by it are charged to it and paid out of
funds held, controlled or managed in respect of insurance business carried on
by the members of that syndicate as members thereof; and
(c) recoveries
under any syndicate reinsurance effected for the benefit of any syndicate managed
by it are credited only to that syndicate.
NOTE
18. Shared
reinsurance arrangements
[(1) Subject
to [sub-paragraphs (2) and (3)], a managing agent shall not permit any
syndicate managed by it to be reinsured under the same contract as another
syndicate managed by it or by an associated managing agent unless:
NOTE
(a) the
premium, or the proportion of premium, chargeable to each such syndicate is
commensurate with the protection afforded by the contract to that syndicate
having regard to the premium, or the proportion thereof, chargeable to every
other such syndicate and the protection afforded thereto;
(b) the
amount which a syndicate is entitled to recover under the contract cannot be
reduced by reason of recoveries made by another syndicate reinsured under the
contract; and
(c) the
limit, the rate, any deductible or excess, the terms and the conditions
applicable in respect of each syndicate are clearly set out on the slip.
(2) Where:
(a) a
managing agent manages two or more syndicates which consist exclusively of the
same members among whom the apportionment of risks underwritten by each
syndicate is the same for each syndicate;
(b) that
managing agent in accordance with [paragraph 3(3) of Schedule 1 to the
Syndicate Accounting Byelaw (No. 18 of 1994, 326)] groups those syndicates
together and treats them as a single syndicate for the purposes of that byelaw;
and
(c) the
profit-related remuneration of that managing agent, its employees and, as the
case may be, its directors or partners to be charged to a member as a member of
any of those syndicates is calculated by reference to the aggregate of the
profit or loss of all those syndicates,
those
syndicates shall be treated for the purposes of sub-paragraph (1) as a single
syndicate.]
NOTE
[(3) Without
prejudice to the application of paragraph 17(a), where a syndicate permanently
ceases to accept insurance business (other than variations or extensions of
risks previously underwritten, or reinsurance to close an earlier year of
account of the syndicate) the managing agent may, if the Council consents,
arrange for that syndicate to be reinsured under the same contract as another
syndicate managed by that managing agent, or by an associated managing agent,
which is to continue to accept such insurance business, notwithstanding that in
doing so the managing agent may fail to comply with paragraph 17(b) or (c) or
with sub-paragraph (1) of this paragraph.]
NOTE
19. Inter-syndicate
reinsurances
(1) [Subject
to sub-paragraphs (1A), (2) and (2A) below], a managing agent shall not permit
a syndicate managed by it to reinsure or be reinsured by another syndicate
managed by it or an associated managing agent unless:
(a) the
managing agent of each syndicate is satisfied on reasonable grounds that the
reinsurance is in the interests of all of the members of its respective
syndicate;
NOTE
(b) the
reinsurance is on terms which are fair and reasonable as respects both the
reinsured syndicate and the reinsuring syndicate;
(c) the
reinsurance is of a category normally underwritten on behalf of the reinsuring
syndicate and is of a category which would normally be procured for the benefit
of the reinsured syndicate in respect of the insurance business reinsured;
(d) the
reinsuring syndicate is not the leading syndicate on the slip and no
underwriter acting on its behalf takes any part in the negotiation of rates,
wordings (or any alteration or extension thereof) or claims in relation to the
reinsurance; and
(e) the
reinsuring syndicate underwrites not more than 25% of the amount of the
reinsurance cover or of any layer thereof.
[(1A) Sub-paragraphs
(1)(d) and (e) shall not apply to the renewal of a contract at the commencement
of which one syndicate agrees to reinsure another syndicate which is not
managed by the same managing agent or a managing agent associated therewith but
where both those syndicates become managed by the same managing agent or by
managing agents associated with each other before the date of renewal; provided
that the Council approves the terms of the new contract prior to the date of
its commencement.]
NOTE
(2) Sub-paragraph
(1)(c), (d) and (e) shall not apply in respect of reinsurance to close.
[(2A) In
any case where:
(a) the
same individual is permitted under paragraph 4 to act as underwriter for two or
more syndicates managed by the same managing agent, one of which consists only
of a single corporate member (the Òsingle member syndicateÓ) and the other or
others of which include individual members (each a Òparallel syndicateÓ); and
(b) some
but not all of the members of any of the parallel syndicates, being authorised
under the law of a particular state, province or territory to accept risks in
that state, province or territory, accept risks which neither the other members
of that syndicate nor the single member syndicate are so authorised to accept
and reinsure such risks with such other members of that syndicate;
sub-paragraph
(1)(d) and (e) shall not apply to any quota share reinsurance between the
single member syndicate and the parallel syndicate whereby the single member
syndicate reinsures such proportion of the risks so accepted by the authorised
members of that parallel syndicate as it would otherwise have borne if such
risks had instead been allocated as between the single member syndicate and the
parallel syndicate in accordance with paragraph 4(1)(b).]
NOTE
(3) Where
a reinsurance to which [sub-paragraphs (1) or (1A)] applies is effected the
managing agent (or each managing agent, as the case may be,) shall make and
retain proper records of all material terms thereof for not less than the
period for which a prudent underwriting agent in the position of that managing
agent would consider it necessary to fulfil its obligations to the members of
that syndicate or persons who were at any material time members of that
syndicate.
NOTE
Part
FÑMiscellaneous and Supplemental
20. Provision
of information to managing agents
(1) A
managing agent shall take all reasonably practicable steps to obtain from all
its directors, partners, employees, underwriters acting on its behalf and
persons owning an interest in that managing agent all such information as may
be necessary to enable it to comply with this byelaw.
(2) Every
director or employee of or partner in a managing agent and every underwriter
acting on its behalf shall supply to that managing agent all such information
pertaining to himself and persons connected with him as may be necessary to
enable that managing agent to comply with this byelaw.
(3) No
person shall be taken to be in breach of this byelaw if, having made all due
enquiries, he had, at the time of an alleged breach of this byelaw, no
knowledge of the circumstances which, but for the provisions of this
sub-paragraph, would have rendered him so in breach.
21. Revocation
Subject
to paragraph 22(2), the Multiple Syndicates Byelaw (No. 7 of 1985) is revoked.
22. Commencement
and transitional provisions
(1) This
byelaw shall come into force on 11 May 1989.
(2) Paragraphs
3 and 21 shall not apply until 1 January 1991 as respects any two or more
syndicates for which the same individual was acting as underwriter on 11 May
1989.
[Schedule
1]. Interpretation
NOTE
1. In
this byelaw, unless the context otherwise requires:
[Òcaptive
syndicateÓ has the meaning given in the Schedule to the Membership Byelaw (No.
17 of 1993, 111);]
NOTE
ÒconsortiumÓ
means a group of underwriters and, as the case may be, insurance companies who
have agreed that in respect of a specific class of insurance business certain
named or otherwise designated underwriters or insurance companies within that
group may accept risks on behalf of all members of the group in accordance with
the terms of the agreement between them;
Òlimited
binding authorityÓ has the meaning given in the Schedule to the Binding Authorities
Byelaw (No. 4 of 1985);
Òline slipÓ
means an agreement between a group of underwriters and, as the case may be,
insurance companies and a LloydÕs broker whereby in respect of a specific class
of insurance business certain named or otherwise designated underwriters or
insurance companies within the group may accept risks introduced by that
LloydÕs broker on behalf of all of the members of the group in accordance with
the terms of the agreement;
Òmanaging
agentÓ means an underwriting agent which is listed as a managing agent on the
register of underwriting agents maintained under the Underwriting Agents Byelaw
(No. 4 of 1984, 101);
Òmember of
a syndicateÓ means an underwriting member underwriting insurance business as a
member of a syndicate at LloydÕs;
ÒmembersÕ
agentÓ means an underwriting agent which is listed as a membersÕ agent on the
register of underwriting agents maintained under the Underwriting Agents Byelaw
(No. 4 of 1984, 101);
[ÒmemberÕs
syndicate premium limitÓ has the meaning given in paragraph 16(c)(ii) of the
Membership Byelaw (No. 9 of 1984);]
NOTE
Òprovisional
insurerÓ has the meaning given in clause 8.2 of standard managing agentsÕ
agreement set out in Schedule 3 to the Agency Agreements Byelaw (No. 8 of 1988,
310);
Òreinsurance
to closeÓ has the meaning given in Schedule 1 to the Syndicate Accounting
Byelaw (No. [18 of 1994, 326]);
NOTE
Òstaff
allocated capacityÓ has the meaning given in paragraph 7(5) of the byelaw;
[ÒsyndicateÓ
means an underwriting member or group of underwriting members of LloydÕs
underwriting insurance business at LloydÕs through the agency of a LloydÕs
underwriting agent to which member or group a particular syndicate number is
assigned by the Council;]
NOTE
Òsyndicate
allocated capacityÓ means, in relation to a syndicate, the aggregate of the
memberÕs syndicate premium limits of all of the members for the time being of
the syndicate; and
ÒunderwriterÓ
means the person or persons at the underwriting box, or deemed by the Council
to be at the underwriting box, with authority to accept risks on behalf of the
members of a syndicate.
2. Construction
of references to syndicates
For
the purposes of this byelaw the several groups of underwriting members to which
in different years a particular syndicate number is assigned by or under the
authority of the Council shall be treated as the same syndicate,
notwithstanding that they may not comprise the same underwriting members with
the same individual participations, and an underwriter shall not be regarded as
acting for more than one syndicate concurrently by reason only that he accepts
risks on behalf of provisional insurers.
3. Construction
of references to managing agents
(1) A
managing agent is an Òassociated managing agentÓ in relation to another
managing agent (and such other managing agent is an Òassociated managing agentÓ
in relation to it) for the purposes of this byelaw if:
(a) that
managing agent is a related company of the other managing agent; or
(b) any
of the following persons:
(i) that
managing agent; or
(ii) any
director of or partner in that managing agent; or
(iii) any
related company of that managing agent; or
(iv) any
director of such related company; or
(v) any
person who controls that managing agent;
controls
the other managing agent.
(2) For
the purposes of sub-paragraph (1):
(a) a
person controls a body corporate if, either alone or with any associate or
associates, he is entitled to exercise or control the exercise of, one third or
more of the voting power at any general meeting of the body corporate or
another body corporate of which it is a subsidiary; and
(b) a
person controls a partnership if:
(i) the
partners are accustomed to act in accordance with instructions or directions
given by him, either alone or with those of any associate or associates (other
than by reason only that they act on advice given in a professional capacity);
or
(ii) either
alone, or with any associate or associates, he is entitled to exercise, or
control the exercise of, one-third or more of the voting power at any meeting
of the partners.
(3) In
sub-paragraph (2) ÒassociateÓ in relation to any person, means that personÕs
spouse or minor child or step-child, any body corporate of which that person is
a director, any person who is an employee or partner of that person and, if
that person is a body corporate, any subsidiary of that body corporate and any
employee of any such subsidiary.
4. Interests
For
the purposes of this byelaw:
(a) a
person owns an interest in a company if:
(i) he
has a beneficial interest in any of the stock, shares or other securities of
such company; or
(ii) he
has a right to call for delivery to himself or to his order of any of the
stock, shares or other securities of such company where on exercise of that
right he would acquire a beneficial interest therein; or
(iii) he is
a party to a contract for the purchase by him of any of the stock, shares or
other securities of such company where on the performance of such contract he
would acquire a beneficial interest therein; and
(b) a person
owns an interest in a partnership if he is beneficially entitled to participate
in a partnership share or in any profits or assets of such partnership or is
entitled to exercise a vote on a resolution of such partnership.
5. Connected
persons
For
the purposes of this byelaw:
(a) a
person is connected with an individual if that person:
(i) is
the individualÕs spouse, dependant, minor child or minor stepchild;
(ii) stands
to the individual in any other relationship or has with the individual any other
connection (whether or not similar to one specified in sub-paragraph (i)) such
that, in considering whether or not any financial advantage is likely to accrue
to that individual as a result of any proposed arrangements, his interests
cannot reasonably be regarded as independent of those of that person; or
(iii) is a
person acting in his capacity as the trustee of any trust (not being a trust
the objects of which are exclusively charitable) the objects of which include
the individual or any person specified in sub-paragraphs (i) or (ii); and
(b) a
person is connected with a managing agent if he is a director of, or partner
in, or underwriter acting on behalf of that managing agent or owns any interest
in that managing agent or is a person connected with any such individual.
[Schedule
2. Consortia
1. Application
of parts B to D and F of byelaw
An
underwriter authorised to accept risks on behalf of a consortium consisting
exclusively of underwriters acting on behalf of syndicates all managed by the
same managing agent or by associated managing agents shall be treated for the
purposes of this byelaw as acting as underwriter for more than one syndicate
concurrently; and parts B to D and F of the byelaw shall apply accordingly.
NOTE
2. Written
authority of consortium underwriter
The
authority of any underwriter or insurance company to accept risks on behalf of
a consortium including more than one underwriter shall be contained in or
evidenced by a written document specifying the classes or descriptions of insurance
business to be accepted.
NOTE
3. [This
paragraph amended byelaw No. 9 of 1990, 314.].]
NOTE
312.
Run-Off Years of Account Byelaw No. 17 of 1989, 6 December 1989
COMMENCEMENT
This
byelaw commences on 31 December 1989.
AMENDMENT
This
byelaw was amended by
Run-off
Years of Account (Amendment) Byelaw (No. 3 of 1992)
Underwriting
Agents (Amendment No. 7) Byelaw (No. 7 of 1993)
Corporate
Members (Consequential Amendments) Byelaw (No. 20 of 1993)
Syndicate
Accounting Byelaw (No. 18 of 1994)
Appeal Tribunal
Byelaw (No. 18 of 1995)
Run-Off
Years of Account (Amendment No. 2) Byelaw (No. 16 of 1998)
Captive
Corporate Members Byelaw (No. 19 of 1998)
Underwriting
Agents (Amendment No. 16) Byelaw (No. 15 of 1999).
REVOCATION
This
byelaw was revoked on 2 February 2000 by byelaw No. 1 of 2000.
313.
Insurance Intermediaries Byelaw
No. 8 of 1990, 4 July 1990
COMMENCEMENT
This
byelaw commenced on 4 October 1990.
AMENDMENTS
This
byelaw was amended by
Insurance
Intermediaries (Amendment) Byelaw (No. 11 of 1991)
Captive
Corporate Members Byelaw (No. 19 of 1998)
LloydÕs
Asia Byelaw (No. 17 of 1999)
Intermediary
Amendment Byelaw (No. 10 of 2000)
Amendment
Byelaw (No. 9 of 2001).
EXPLANATORY
NOTE
(This
note is not part of the byelaw.)
This
byelaw permits an underwriting member in the course of his underwriting
business at LloydÕs to accept personal lines business or commercial motor
business (as defined in the byelaw) by two separate methods other than those
traditional methods in which such business is accepted from or through a
LloydÕs broker.
The
first of these supplementary routes into LloydÕs is in effect an extension of
the existing direct motor arrangements to personal lines business. Syndicates
may accept personal lines business or commercial motor business directly from a
non-LloydÕs intermediary if by agreement in writing (in terms prescribed by the
Committee) a LloydÕs broker agrees both:Ñ
(a) to
procure the performance by the non-LloydÕs intermediary of its contractual
obligations to assureds in respect of the servicing of the business accepted by
the syndicate from the non-LloydÕs intermediary and
(b) to
indemnify the members of that syndicate against non-payment of non-exempt
premium income (as defined in the byelaw) due to them in respect of such
business.
The
second supplementary route into LloydÕs permitted by the byelaw is where
personal lines business or commercial motor business is accepted through a
related LloydÕs entity (as defined in the byelaw) acting on behalf of the
syndicate concerned.
The
byelaw provides that an underwriting member may accept personal lines business
through a related LloydÕs entity directly from any proposer acting on his own
behalf (ie. not from an intermediary) without any requirement for a
guaranteeing LloydÕs broker provided there is no delegation of the underwriting
authority by the related LloydÕs entity. For personal lines business to be
accepted via this route, there is a prohibition on any form of commission or
other remuneration being paid to any person (other than the related LloydÕs
entity concerned or its employees) for arranging the contracts of insurance in
relation to such business.
Syndicates
may only accept commercial motor business through a related LloydÕs entity
directly from any proposer acting on his own behalf if by agreement in writing
(in terms prescribed by the Committee) a LloydÕs broker agrees to indemnify the
members of the syndicate against the non-payment of non-exempt premium income
due to them in respect of that business.
The
Committee of LloydÕs is empowered to make such regulations as it may from time
to time consider necessary or desirable for regulating any aspect of the
acceptance of personal lines business or commercial motor business from a
non-LloydÕs intermediary or through a related LloydÕs entity and for regulating
ancillary matters. Any personal lines business or commercial motor business
accepted from a non-Lloyds intermediary or through a related LloydÕs entity
must be conducted in accordance with the provisions of any such regulation.
The Council
of LloydÕs in exercise of its powers under sections 6(2) and 8(3) of, and under
paragraph (19) of Schedule 2 to, LloydÕs Act 1982 by special resolution hereby
makes the following byelaw.
Part
AÑIntroductory
1. Interpretation
The
provisions of Schedule 1 to this byelaw (Interpretation) shall have effect.
Part
BÑAcceptance of Business from a Non-LloydÕs Intermediary
2. Acceptance
of business directly from non-LloydÕs intermediary
Subject
to any regulations made under paragraph 6, an underwriting member may in the
course of his underwriting business at LloydÕs accept from a non-LloydÕs
intermediary:
(a) personal
lines business; [. . .]
[(b) commercial
life business; and
(c) commercial
motor business;]
NOTE
otherwise
than from or through a LloydÕs broker where [:
(i) the
non-LloydÕs intermediary is a member of the General Insurance Standards
Council;
(ii) the
managing agent accepting business on his behalf has obtained the prior written
permission of the Council to accept business from the non-LloydÕs intermediary;
or
(iii) as at
2 July 2000 there was in force between the managing agent accepting business on
his behalf and a LloydÕs broker a guarantee in respect of the non-LloydÕs
intermediary which complied as at that date with the Insurance Intermediaries
Regulation (No. 3 of 1990, 339).]
NOTE
3. Guarantee
by a LloydÕs broker
[É]
NOTE
Part
CÑAcceptance of business through related LloydÕs entity
4. Acceptance
of business through related LloydÕs entity
(1) Subject
to sub-paragraphs (2) [É] and to any regulations made under paragraph 6, an
underwriting member may in the course of his underwriting business at LloydÕs
accept through a related LloydÕs entity directly from any proposer acting on
his own behalf;
(a) personal
lines business; and
(b) commercial
motor business;
otherwise
than from or through a LloydÕs broker [[É]].
(2) Sub-paragraph
(1) shall not apply to any personal lines business where any person (other than
a related LloydÕs entity or the employees of a related LloydÕs entity) has been
given or will be given, whether directly or indirectly and by whomsoever given,
any commission or other remuneration, howsoever calculated or paid, for
arranging the contracts of insurance between the members of the syndicate and
the proposer in relation to that business.
(3) [É]
NOTE
[4A.
An underwriting member may in the course of his underwriting business at
LloydÕs accept through a related LloydÕs entity incorporated in the Republic of
Singapore (either from a non-LloydÕs intermediary or directly from any
proposer, and otherwise than from a LloydÕs broker) any insurance business
constituting ÒSingapore policiesÓ or Òoffshore policiesÓ (as respectively
defined in the Insurance Act (Cap 142) of the Republic of Singapore).]
NOTE
5. Indemnity
by a LloydÕs broker
[É]
NOTE
Part
DÑSupplemental
6. Power
of [Council] [ . . . ] to make regulations
The
[Council] may from time to time make such regulations as it may consider
necessary or desirable:
(a) for
regulating the acceptance of [qualifying insurance business:]
(i) from
a non-LloydÕs intermediary; or
(ii) through
a related LloydÕs entity from any proposer acting on his own behalf;
otherwise
than from or through a LloydÕs broker and for regulating the conduct of any such
business and ancillary matters in relation thereto;
NOTE
(b) [for
specifying the circumstances in which the Council will give its permission
pursuant to paragraph 2(ii);]
NOTE
(c) [É]
NOTE
(d) for
facilitating the operation and enforcement of this byelaw.
7. Revocation
of byelaw
Byelaw
No. 12 of 1983 (Direct Motor Business) is revoked.
8. Commencement
This
byelaw shall come into force on 4th October 1990.
Schedule 1.
Interpretation
1. In
this byelaw, unless the context otherwise requires:Ñ
[Òcommercial
life businessÓ means life business which is not personal lines business;]
NOTE
Òcommercial
motor businessÓ means motor business which is not personal lines business;
[É]
NOTE
Òinsurance
documentsÓ means policies of insurance, certificates of insurance, temporary
cover notes and other documentary evidence of contracts of insurance;
[Òlife
businessÓ means risks which are the subject matter of contracts of insurance on
human life of the nature referred to in Classes I to VII of Schedule 1 and, if
written as ancillary to a risk referred to in Schedule 1, Classes I and II of
Schedule 2 to the Insurance Companies Act 1982, subject to such restrictions or
limitations as are from time to time prescribed by the Council or the Committee
on the type of such insurance business that an underwriting member may accept
in the course of his underwriting business at LloydÕs;]
NOTE
ÒLloydÕs
brokerÓ means a body corporate or partnership which is:
(a) a
LloydÕs broker within the meaning of the Schedule to the LloydÕs Brokers Byelaw
(No. 5 of 1988, 106); or
(b) an
existing LloydÕs broker within the meaning of the Schedule to the LloydÕs
Brokers Byelaw (No. 5 of 1988, 106);
Òmanaging
agentÓ means:
(a) an
underwriting agent which is listed as a managing agent on the register of
underwriting agents maintained under the Underwriting Agents Byelaw (No. 4 of
1984, 101); or
(b) a
person appointed by the Council to act as a managing agent for an underwriting
member of LloydÕs under the Substitute Agents Byelaw (No. 20 of 1983, 300);
Òmember of
a syndicateÓ means an underwriting member underwriting insurance business as a
member of a syndicate at LloydÕs;
Òmotor
businessÓ means insurance business of any one or more of the following classes;
(a) risks
of bodily injury to or the death of the person insured while driving or
travelling as a passenger (which expression shall include a person getting
into, onto, out of or off a motor vehicle) in or on a motor vehicle;
(b) risks
of loss of or damage to property or of bodily injury to or the death of any
party caused by, or arising out of, the use of motor vehicles including
third-party risks and carrierÕs liability;
(c) risks
of loss of or damage toÑ
(i) vehicles
used on land, including motor vehicles but excluding railway rolling stock or
(ii) such
vehicles as are referred to in sub-paragraph (c)(i) while in the course of
transportation by land, rail, air, sea or inland waterway;
(d) risks
of loss of or damage to merchandise, baggage and all other goods in transit by
motor vehicle or trailer; or
(e) risks
of loss arising out of or in connection with the mechanical or electrical
breakdown or failure of a motor vehicle, or any part thereof, under which
insurance the purchaser of the motor vehicle is the assured;
[É]
NOTE
[ . . . ]
NOTE
Òpersonal
lines businessÓ means insurance business of any nature in relation to which the
assured has an insurable interest which satisfies both of the following
requirements:
(a) the
assured must be an individual (which expression shall exclude any body whether
corporate or unincorporate or any other legal person not being a natural
person); and
(b) the
assured in concluding the contract of insurance must be acting:
(i) on
his own behalf and (where appropriate) in his private capacity; or
(ii) on
behalf of any member of his family ordinarily residing in his household; or
(iii) in
furtherance of a business (other than the underwriting business of an
underwriting member of LloydÕs) carried on by him as a sole trader;
[Òqualifying
insurance businessÓ means:
(a) in
the case of insurance business accepted from a non-LloydÕs intermediary:
(i) personal
lines business;
(ii) commercial
life business; and
(iii) commercial
motor business; and
(b) in
the case of insurance business accepted through a related LloydÕs entity:
(i) personal
lines business; and
(ii) commercial
motor business;]
NOTE
Òrelated
LloydÕs entityÓ means a body corporate:
(a) whose
main business consists of:
(i) underwriting
insurances on behalf of members of one or more syndicates at LloydÕs; or
(ii) both
underwriting insurances on behalf of members of one or more syndicates at
LloydÕs and the provision of services in respect of insurance business (other
than the broking of such business) underwritten on behalf of members of one or
more syndicates at LloydÕs; and
(b) in
relation to which there is for the time being a valid subsisting consent
granted by the Council under paragraph 2 of the Related Parties Byelaw (No. 2
of 1986);
[ÒsyndicateÓ
means an underwriting member or group of underwriting members of LloydÕs
underwriting insurance business at LloydÕs through the agency of a LloydÕs
underwriting agent to which member or group a particular syndicate number is
assigned by the Council;]
NOTE
Òtemporary
coverÓ means insurance for a temporary period evidenced by the issuing of a
temporary cover note; and
Òtemporary
cover noteÓ means insurance documentation issued on behalf of the members of a
syndicate at LloydÕs evidencing the granting of temporary cover to an assured
for a period not exceeding 60 days which satisfies the legislative requirements
(if any) in relation to such insurance in force in the country in which such
insurance is to operate.
[2.
Construction of references to non-LloydÕs intermediaries
(1) For
the purposes of this byelaw a non-LloydÕs intermediary is a broker, agent or
other person whether or not a body corporate or partnership (but not a LloydÕs
broker or a related LloydÕs entity) which:
(a) arranges
contracts of insurance as intermediary; and
(b) meets
the requirements set out in either sub-paragraph (2) or (3) below.
(2) In
the case of personal lines business (other than life business) and commercial
motor business, such broker, agent or other person must perform contractual
obligations owed to assureds in respect of the handling and issue of one or
more of:
(a) insurance
documents;
(b) endorsements
to insurance documents;
(c) renewal
notices, advices and receipts; and
(d) claims
made under contracts of insurance;
in the
course of a business whether or not the provision of such services forms the
main or an ancillary part of its business activities.
(3) In
the case of life business (whether personal lines business or commercial life
business), such broker, agent or other person must be:
(a) authorised
to carry on investment business by virtue of:
(i) being
a member of a self-regulating organisation within the meaning of section 8 of
the Financial Services Act 1986 in respect of which a recognition order has
been made by the Secretary of State pursuant to section 10 of that Act; or
(ii) holding
a certificate issued for the purpose by a recognised professional body in
respect of which a recognition order has been made by the Secretary of State
pursuant to section 18 of the Financial Services Act 1986; or
(iii) holding
an authorisation granted by the Secretary of State under section 27 of the
Financial Services Act 1986; or
(b) considered
by the managing agent of the syndicate accepting the life business to be a fit
and proper person to place such business at LloydÕs.
(4) For
the purposes only of section 8(3) of LloydÕs Act 1982, references to a
non-LloydÕs intermediary in paragraphs 2 and 3 of this byelaw shall include, in
relation to life business only, any person acting as agent or intermediary on behalf
of or in relation to that non-LloydÕs intermediary.]
NOTE
314.
Binding Authorities Byelaw No. 9 of 1990, 3 October 1990
COMMENCEMENT
This
byelaw commenced on 4 October 1990.
AMENDMENTS
This
byelaw was amended by
Multiple
Syndicates (Amendment No. 2) Byelaw (No. 4 of 1991)
Insurance
Intermediaries (Amendment) Byelaw (No. 11 of 1991)
Miscellaneous
Administrative Provisions (Amendment No. 3) Byelaw (No. 2 of 1993)
Captive
Corporate Members Byelaw (No. 19 of 1998)
LloydÕs
Policy Signing Office Byelaw (No. 11 of 2000)
LloydÕs
Brokers Byelaw (No. 17 of 2000).
EXPLANATORY
NOTE
(This note
is not part of the byelaw.)
This
byelaw consolidates the Binding Authorities Byelaw (No. 4 of 1985) and the
Binding Authorities (Amendment) Byelaw (No. 1 of 1988). It also makes
amendments consequent to the Insurance Intermediaries Byelaw (No. 8 of 1990) so
that, among other things, certain binding authorities where the coverholder is
a related LloydÕs entity may be negotiated without the involvement of a LloydÕs
broker.
The Council
of LloydÕs in exercise of its powers under sections 6(2) and (6)(a)(i) and 8(3)
of, and paragraph (41) of Schedule 2 to, LloydÕs Act 1982 by special resolution
hereby makes the following byelaw.
1. Interpretation
The
provisions of the Schedule to this byelaw shall have effect.
2. Acceptance
of business under binding authorities
(1) Subject
to this byelaw, any regulation made under paragraph 4 and any other byelaw or
regulation made under LloydÕs Act 1982 for the time being in force, an
underwriting member may, in the course of his underwriting business at LloydÕs,
accept business through a coverholder under a binding authority.
(2) Subject
to the terms of the binding authority and any byelaw and regulation mentioned
in sub-paragraph (1), a coverholder may accept business on behalf of an
underwriting member:
(a) from
a broker or any other intermediary; or
(b) direct
from an assured.
(3) No
underwriting member shall, in respect of a class or category of insurance
business and a territory for which a coverholder is required to be approved as
a correspondent [. . .] authorise a coverholder to accept such business on his
behalf unless the coverholder is for the time being so approved.
NOTE
3. Requirements
for binding authorities, etc.
(1) Subject
to sub-paragraph (2) and any regulation made under paragraph 4:
(a) all
the terms of every binding authority shall be evidenced in writing; and
[É]
NOTE
4. Power
of the [Council] to make regulations, etc.
(1) The
[Council] may from time to time make such regulations and issue such codes of
practice as it may consider necessary or desirable:
(a) for
regulating the requirements for, and the grant and operation of, binding
authorities including, but not limited to, the establishment of a scheme or
procedures for:
(i) the
registration; and
(ii) the
processing by LPSO or any other person of binding authorities;
(b) for
prescribing and regulating terms which may or may not be included in binding
authorities;
(c) for
making recommendations about the grant and operation of binding authorities
including, but not limited to, the making of recommendations as to what terms
are or are not to be included in binding authorities; and
(d) for
facilitating the operation and enforcement of this byelaw.
(2) References
in sub-paragraph (1) to Òbinding authoritiesÓ include any class or category
thereof.
NOTE
5. Revocation
and amendment of byelaws
The
following byelaws are revoked:
(a) Binding
Authorities Byelaw (No. 4 of 1985); and
(b) Binding
Authorities (Amendment) Byelaw (No. 1 of 1988).
6. Saving
Provision
Every
binding authority which, immediately before this byelaw comes into force,
complies with the byelaws mentioned in paragraph 5 shall be deemed to comply
with this byelaw.
7. Commencement
This
byelaw shall come into force on 4 October 1990.
Schedule.
Interpretation
1. Binding
authorities
(1) For
the purposes of this byelaw Òbinding authorityÓ has the meaning set out in this
paragraph.
(2) Subject
to sub-paragraphs (3) and (4) Òbinding authorityÓ means an agreement between an
underwriter and a coverholder under which the coverholder may, in accordance
with the terms thereof, accept risks on behalf of underwriting members whether
or not the terms thereof also provide that:
(i) the
coverholder may, without the specific prior approval of the underwriter, issue
insurance documents evidencing that risks have been accepted on behalf of the
underwriting members (whether or not the issue of such insurance documents is
required by law); or
(ii) the
insurance of risks accepted thereunder is subject to cancellation or will lapse
unless confirmed by a leading underwriter within an agreed period after the
date of issue of any insurance document of the type referred to in (i) above.
(3) Unless
the context otherwise requires, Òbinding authorityÓ includes:
(a) a
limited binding authority;
(b) a
marine open cargo cover; and
(c) an
agreement where the coverholder is not a LloydÕs broker or a non-LloydÕs
intermediary or a related LloydÕs entity and under which the authority of the
coverholder is restricted to:
(i) the
issuing of green cards on behalf of underwriting members; or
(ii) the
granting of motor insurance in the form of covering notes in Form C as defined
in the Motor Vehicles (Third Party Risks) Regulations 1972 (SI 1972 No. 1217).
(4) Unless
the context otherwise requires, Òbinding authorityÓ does not include:
(a) a
LloydÕs brokerÕs marine line slip;
[(b) in relation
to personal lines business, commercial motor business or such other classes or
categories of insurance business as may be accepted under the Insurance
Intermediaries Byelaw (No. 8 of 1990, 313), a binding authority where the
coverholder is either a LloydÕs broker or a non-LloydÕs intermediary or a
related LloydÕs entity and the authority of the coverholder under the binding
authority is restricted to granting temporary cover on behalf of underwriting
members and issuing temporary cover notes in respect thereof;]
NOTE
(c) a
line slip [; or]
NOTE
[(d) a
consortium on behalf of which only underwriters, and not insurance companies,
are authorised to accept risks.]
NOTE
(5) References
to a binding authority include any amendment thereto or renewal thereof.
2. General
Interpretation
(1) Unless
the context otherwise requires:
Òcommercial
motor businessÓ has the meaning given to it in the Insurance Intermediaries
Byelaw (No. 8 of 1990, 313);
[ÒconsortiumÓ
has the meaning given in Schedule 1 to the Multiple Syndicates Byelaw (No. 5 of
1989, 311).]
NOTE
ÒcorrespondentÓ
has the meaning given to it in the Approval of Correspondents Regulation (No. 4
of 1990);
ÒcoverholderÓ
means a person authorised under an agreement of the types referred to in
paragraph 1(2), (3) and (4)(b) of this Schedule to accept, or to issue
insurance documents evidencing the acceptance of, risks on behalf of
underwriting members and, unless the context otherwise requires, includes a
delegate of such a person;
ÒdelegateÓ
means a person to whom a coverholder has delegated, whether in whole or part,
the power to accept, or to issue insurance documents evidencing the acceptance
of, risks on behalf of underwriting members but excludes a person:
(a) who
is not a non-LloydÕs intermediary;
(b) whose
principal business is the provision of goods and services other than insurance;
(c) who
has no discretion as to rate of premium or the terms or conditions on which
insurance business is accepted; and
(d) whose
principal functions under the terms of the delegation are:
(i) to
issue preprinted certificates of insurance on behalf of the coverholder; and
(ii) to
remit premiums to the coverholder;
Ògreen
cardÓ means an insurance card as defined in the Motor Vehicles (International
Motor Insurance Card) Regulations 1971 (SI 1971 No. 792);
Òinsurance
documentsÓ means policies of insurance, certificates of insurance, temporary
cover notes and other documentary evidence of contracts of insurance;
Òleading
underwriterÓ means the underwriter whose syndicate appears before the syndicate
of any other underwriter on a slip;
Òlimited
binding authorityÓ means an agreement between an underwriter and a coverholder
under which the coverholder may issue insurance documents evidencing that a
risk has been accepted on behalf of underwriting members only if the risk
concerned has been offered to the leading underwriter and been accepted (and
rated if appropriate) by the leading underwriter as provided on the slip;
Òline slipÓ
means an agreement between a group of underwriters and, as the case may be,
insurance companies and a LloydÕs broker whereby in respect of a specific class
of insurance business certain named or otherwise designated underwriters within
the group may accept risks introduced by that LloydÕs broker on behalf of all
of the members of the group in accordance with the terms of the agreement;
ÒLloydÕs
brokerÓ means a body corporate or partnership which is a LloydÕs broker or an
existing LloydÕs broker within the meaning of the Schedule to the LloydÕs
Brokers Byelaw (No. 5 of 1988, 106);
ÒLloydÕs
brokerÕs marine line slipÓ means an agreement between a group of underwriters
and, as the case may be, insurance companies and a LloydÕs broker whereby, in
respect of marine business, certain named or otherwise designated underwriters
within the group may, on behalf of all of the members of the group, accept risks
introduced by the LloydÕs broker in accordance with the terms of the agreement
and the LloydÕs broker is authorised to issue LloydÕs certificates evidencing
that risks have been accepted on behalf of underwriting members within the
group when such risks have been accepted (and rated if appropriate) by the
leading underwriter, or by each leading underwriter if more than one, as
provided on the slip;
ÒLloydÕs
certificateÓ means a certificate in a form approved from time to time by the
Committee which evidences the acceptance of marine risks on behalf of
underwriting members;
[É];
NOTE
Òmanaging
agentÓ means:
(a) an
underwriting agent which is listed as a managing agent on the register of
underwriting agents maintained under the Underwriting Agents Byelaw (No. 4 of
1984, 101); or
(b) a
person appointed by the Council to act as a managing agent for an underwriting
member of LloydÕs under the Substitute Agents Byelaw (No. 20 of 1983, 300);
Òmarine
open cargo coverÓ means a binding authority;
(a) where
the coverholder is either a merchant, manufacturer, freight forwarder or
shipping agent; and
(b) under
which the coverholder may accept marine cargo insurance risks on behalf of
underwriting members;
Òmotor
businessÓ has the meaning given to it in the Insurance Intermediaries Byelaw
(No. 8 of 1990, 313);
Òpersonal
lines businessÓ has the meaning given to it in the Insurance Intermediaries
Byelaw (No. 8 of 1990, 313);
Òrelated
LloydÕs entityÓ has the meaning given to it in the Insurance Intermediaries
Byelaw (No. 8 of 1990, 313);
[ÒsyndicateÓ
means an underwriting member or group of underwriting members of LloydÕs
underwriting insurance business at LloydÕs through the agency of a LloydÕs
underwriting agent to which member or group a particular syndicate number is assigned
by the Council;]
NOTE
Òtemporary
coverÓ and Òtemporary cover noteÓ have the meanings given to them respectively
in the Insurance Intermediaries Byelaw (No. 8 of 1990, 313); and
ÒunderwriterÓ
means the person or persons at the underwriting box, or deemed by the Committee
to be at the underwriting box, with authority to accept risks on behalf of the
underwriting members of a syndicate.
(2) In
this byelaw, ÒinsuranceÓ includes reinsurance.
315.
RunÐOff Accounts
(Intermediaries)
Byelaw No. 10 of 1991, 5 June 1991
COMMENCEMENT
This
byelaw commenced on 6 June 1991.
AMENDMENT
This
byelaw was amended by
Syndicate
Accounting Byelaw (No. 18 of 1994).
EXPLANATORY
NOTE
(This note
is not part of the byelaw.)
Section
8(3) of LloydÕs Act 1982 contains inter alia a requirement that in the course
of his underwriting business at LloydÕs an underwriting member shall place
business only through a LloydÕs broker. However, the Council of LloydÕs is
empowered by that section to specify other persons besides LloydÕs brokers as
permitted intermediaries. In relation to the placing of reinsurance contracts
with Centrewrite Limited, a subsidiary of the Society established to make
reinsurance available to underwriting members participating on runÐoff
syndicates, this byelaw specifies the managing agent of the syndicate concerned
as a permitted intermediary, as an alternative to a LloydÕs broker.
The Council
of LloydÕs in exercise of its powers under section 8(3) of LloydÕs Act 1982 by
special resolution hereby makes the following byelaw.
1. Interpretation
In
this byelaw, Òspecified businessÓ means any business comprising policies of
reinsurance entered into or to be entered into by Centrewrite Limited (Òthe
CompanyÓ), a subsidiary of the Society in respect of liabilities of
underwriting members allocated to runÐoff accounts as defined in Schedule 1 to
the Syndicate Accounting Byelaw (No. [18 of 1994, 326]).
NOTE
2. Specification
of intermediaries
An
underwriting member shall in the course of his underwriting business at LloydÕs
place specified business with the Company only through a LloydÕs broker or the
managing agent of the syndicate having the runÐoff account to which the
specified business relates.
3. Commencement
This
byelaw shall come into force on 6 June 1991.
316.
MembersÕ Agents (Australia)
Byelaw No.
14 of 1992, 7 October 1992
COMMENCEMENT
This
byelaw commenced on 8 October 1992.
AMENDMENTS
This
byelaw was amended by
Corporate
Members (Consequential Amendments) Byelaw (No. 20 of 1993)
MembersÕ
Agents (Australia) (Amendment) Byelaw (No. 12 of 1999)
Underwriting
Agents (Amendment No. 16) Byelaw (No. 15 of 1999).
EXPLANATORY
NOTE
(This
note is not part of the byelaw.)
This
byelaw imposes new requirements on membersÕ agentsÕ conduct in relation to the
recruitment and retention of members of the Society who are residents of
Australia.
Unsolicited
calls
Paragraph 2
of the byelaw provides that no membersÕ agent may issue an invitation to
subscribe for membership of LloydÕs to any person in Australia, whether such
person is resident there or not, in consequence of an unsolicited call. This
prohibition on unsolicited calls applies equally to calls made in person or
over the telephone.
Syndicate
listsÑsigning on behalf of Names
A membersÕ
agent must not sign a syndicate list on behalf of an Australian Name, unless he
has first sent it to that Name and has received a written acknowledgement that
it has been received by that Name.
MembersÕ
agentsÑreports
On 2nd
October 1992 the Australian Securities Commission (Òthe ASCÓ) sealed an
instrument granting the Society, membersÕ agents and managing agents
unconditional exemption from the fundraising provisions of the Australian
Corporations Law. The terms of that instrument required the Society to enter
into an undertaking under which the Society agreed to file a certificate with
the ASC annually stating that, having made diligent enquiries, no membersÕ
agent (save any such agent named in the certificate) had contravened:
(a) the
prohibition on unsolicited calls;
(b) the
prohibition on signature of a syndicate list prior to acknowledgement of
receipt of such a list by the relevant Name; or
(c) the
requirement for the endorsement on a syndicate list of a statement referring to
the non-applicability of the Australian Corporations Law to, inter alia,
participation in syndicates.
Paragraph
4 of the byelaw requires membersÕ agents, whether or not they act for or
recruit, Australian resident Names, to provide the Society with a certificate
in relation to each calendar year stating, in effect, whether they have
contravened the prohibition on unsolicited calls, the prohibition on signature
of syndicate lists on behalf of their Australian Names prior to acknowledgement
of receipt, or the requirement for the endorsement on syndicate lists of a law
and forum clause. Paragraph 5 of the byelaw empowers the Council to seek
further information from a membersÕ agent which has filed a report under the
byelaw.
Paragraph
6 of the byelaw empowers the Council to prescribe the form and content of the
reports and any further information to be supplied by membersÕ agents.
Paragraph 6 also gives the Council power to specify the date by, and the
Corporation department with, which the report and any further information
should be filed.
The
information provided by membersÕ agents to the Society may be provided to the
ASC.
The Council
of LloydÕs in exercise of its powers under section 6(2) of LloydÕs Act 1982 by
special resolution hereby makes the following byelaw.
1. Interpretation
The provisions
of the Schedule to this byelaw (interpretation) shall have effect.
2. Unsolicited
calls
No membersÕ
agent shall in the course of, or in consequence of, an unsolicited call
received within Australia issue, or cause to be issued, an invitation to any
person to apply for membership of the Society.
[2A. Invitation
documents
Without
prejudice to the requirements of paragraph 2, no membersÕ agent shall issue or
cause to be issued an invitation to any person ordinarily resident in Australia
to apply for membership of the Society unless in connection with such
invitation the membersÕ agent has complied with the requirements of the
Corporations Law of Australia as modified by the Australian Securities and
Investment Commission class order 99/0629.]
NOTE
3. Syndicate
listsÑsigning on behalf of Names
(1) No
membersÕ agent shall sign a syndicate list on behalf of an Australian Name
under a power of attorney or otherwise unless the following conditions have
been met:
(a) the
membersÕ agent has sent a copy of the syndicate list to the Australian Name;
and
(b) the
membersÕ agent has received either:
(i) a
copy of the syndicate list signed by the Australian Name; or
(ii) a
letter, telex, telefax or similar written communication from the Australian
Name acknowledging receipt of a copy of the syndicate list.
(2) For
the purposes of this byelaw, a power of attorney includes any such power
whether contained in a standard membersÕ agentÕs agreement or in any other
instrument.
4. MembersÕ
agentsÑreports
[(1)
Every membersÕ agent shall in each year prepare a report to enable the Society
to provide a certificate in the terms attached to an undertaking given to the
Australian Securities and Investments Commission by the Society and dated 24
May 1999.]
NOTE
(2) The
provisions of paragraph 6 shall apply in relation to every report prepared
under sub-paragraph (1).
(3) Without
prejudice to the generality of paragraph 6, the report referred to in
sub-paragraph (1) shall state:
(a) whether
the membersÕ agent has issued, or caused to be issued, an invitation to any
person to apply for membership of the Society in the course of, or in
consequence of, an unsolicited call received within Australia;
[(aa) whether the membersÕ
agent has issued or caused to be issued an invitation to any person ordinarily
resident in Australia to apply for membership of the Society other than in
compliance with the Australian Corporations Law as modified by the Australian
Securities and Investments Commission class order 99/0629;]
NOTE
(b) whether
the membersÕ agent has signed a syndicate list on behalf of an Australian Name
in circumstances where any of the conditions set out in paragraph 3(1)(a) and
(b) have not been met; and
(c) whether
any syndicate list sent to an Australian Name by or on behalf of the membersÕ
agent did not include a law and forum notice in a prominent position on the
front page of such list.
5. MembersÕ
agentsÑsupply of information
(1) A
membersÕ agent shall supply the Council with such information as the Council may
direct in respect of any report prepared by that membersÕ agent under paragraph
4.
(2) The
provisions of paragraph 6 shall apply in relation to information supplied to
the Council under sub-paragraph (1).
6. RequirementsÑreports
and information
(1) The
report referred to in paragraph 4(1) and the information referred to in
paragraph 5(1):
(a) shall
include such matters and be provided in such form as the Council may from time
to time prescribe;
(b) shall
be signed on behalf of the directors of, or partners in, the membersÕ agent by
at least one director or partner; and
(c) shall
be filed with the Society by such date as the Council may from time to time
prescribe.
(2)
The contents of any report supplied to the Society under paragraph 4(1) or any
information supplied to the Society under paragraph 5(1) may be disclosed to
the Australian Securities [and Investments] Commission.
NOTE
7. Time
Limits
The
Council may extend for such period and upon such conditions as it thinks fit
any of the time limits specified in any conditions and requirements made
pursuant to any provision of this byelaw.
8. Commencement
This
byelaw shall come into force on 8th October 1992.
Schedule.
Interpretation
In this
byelaw, unless the context otherwise requires:
ÒAustralian
NameÓ means either
(a) an
Australian resident candidate; or
(b) an
Australian resident member, as the case may be;
ÒAustralian
resident candidateÓ means a candidate ordinarily resident in Australia;
ÒAustralian
resident memberÓ means a member of the Society who is ordinarily resident in
Australia;
[ÒAustralian
Securities and Investments CommissionÓ means the body established by the
Australian Securities and Investments Commission Act of 1989 of the
Commonwealth of Australia;]
NOTE
ÒcandidateÓ
has the meaning given in [the Schedule to the Membership Byelaw (No. 17 of
1993, 111)];
NOTE
[Òcorporate
adviserÓ has the meaning given in the Underwriting Agents Byelaw (No. 4 of
1984, 101);]
NOTE
Òlaw and
forum noticeÓ has the meaning given in paragraph 1 of the Agency Agreements
Byelaw (No. 8 of 1988, 310);
[ÒmembersÕ
agentÓ means an underwriting agent, other than a corporate adviser, which is
listed as a membersÕ agent on the register of Underwriting Agents Byelaw (No. 4
of 1984, 101);]
NOTE
Òstandard
membersÕ agentÕs agreementÓ has the meaning given in paragraph 1 of the Agency
Agreements Byelaw (No. 8 of 1988, 310);
Òsyndicate
listÓ has the meaning given in paragraph 1 of the Agency Agreements Byelaw (No.
8 of 1988, 310); and
Òunsolicited
callÓ means a personal visit or oral communication over the telephone made by a
membersÕ agent without express invitation.
317.
Reinsurance to Close (Restriction) Byelaw No. 15 of 1993, 8 September 1993
COMMENCEMENT
This
byelaw commenced on 8 September 1993.
AMENDMENT
This
byelaw was amended by
Syndicate
Accounting Byelaw (No. 18 of 1994).
EXPLANATORY
NOTE
(This note
is not part of the byelaw.)
This
byelaw prohibits reinsurance to close contracts which include reinsurance
liabilities for a year of account earlier than 1986 or which include pre-1986
liabilities which are passed to the reinsured members through a chain of
intermediate reinsurances to close.
The Council
of LloydÕs in exercise of its powers under section 6(2) of LloydÕs Act 1982 by
special resolution hereby makes the following byelaw:
1. The
provisions of the Schedule to this byelaw (interpretation) shall have effect.
2. No
member of the Society or underwriting agent shallÑ
(a) enter
into an excluded contract with a member of the Society (whether as principal or
as an agent);
(b) procure
a member of the Society to enter into an excluded contract; or
(c) invite
a member of the Society to enter into an excluded contract.
3. This
byelaw shall come into force on 8 September 1993.
Schedule. Interpretation
In this
byelawÑ
Òexcluded
contractÓ means any reinsurance to close which is underwritten by the
reinsuring members as the members of a syndicate for a year of account later
than 1993 and under which eitherÑ
(a) the
reinsured members are reinsured as the members of a syndicate for a year of
account earlier than 1986; or
(b) the
liabilities reinsured include a liability in respect of an excluded liability
to which the reinsured members are subject by virtue of one or more
intermediate reinsurances to close (and not by virtue of any other intermediate
contract of reinsurance allocated to a year of account later than 1985);
Òexcluded
liabilityÓ means any liability under a contract of insurance (whether direct
insurance or reinsurance) underwritten at LloydÕs and allocated to a year of
account earlier than 1986;
Òreinsurance
to closeÓ, Òreinsured membersÓ and Òreinsuring membersÓ have the meanings given
respectively in paragraph 1 of Schedule 1 to the Syndicate Accounting Byelaw
(No. [18 of 1994, 326]).
NOTE
318.
Membership, Central Fund and Subscriptions (Miscellaneous Provisions) Byelaw
No. 16 of 1993, 8 September 1993
COMMENCEMENT
This
byelaw came into force on 8 September 1993.
AMENDMENTS
This
byelaw was amended by
Membership,
Central Fund and Subscriptions (Miscellaneous Provisions (Amendment) Byelaw
(No. 2 of 1996)
Annual and
Extraordinary General Meetings Byelaw (No. 17 of 1996)
New Central
Fund Byelaw (No. 23 of 1996)
Agency
Agreements (Amendment No. 15) Byelaw (No. 10 of 1997)
Agency
Agreements (Amendment No. 20) Byelaw (No. 6 of 1999).
EXPLANATORY
NOTE
(This note
is not part of the byelaw.)
This
byelaw authorises the Council to enter into agreements capping membersÕ
subscriptions and contributions to LloydÕs Central Fund. The byelaw provides
that, where subscriptions or contributions to the LloydÕs Central Fund have
been capped, any increase must be approved by a majority of the members liable
to pay the increased subscription or contribution at a general meeting held for
the purpose. The byelaw makes provision for the holding and conduct of such
meetings.
For the
full text of this byelaw, see Part E, 514.
319.
Membership Byelaw No. 17 of 1993, 8 September 1993
COMMENCEMENT
This
byelaw came into force on 8 September 1993.
AMENDMENTS
This
byelaw was amended by
Membership
(Amendment) Byelaw (No. 24 of 1993)
Corporate
Members (Miscellaneous Amendments) Byelaw (No. 29 of 1993)
CompaniesÕ
Accounts (Miscellaneous Amendments) Byelaw (No. 15 of 1994)
Syndicate
Accounting Byelaw (No. 18 of 1994)
Membership
(Amendment No. 2) Byelaw (No. 12 of 1995)
Membership
(Amendment No. 3) Byelaw (No. 17 of 1995)
Appeal
Tribunal Byelaw (No. 18 of 1995)
Membership
(Amendment No. 3) Byelaw (No. 23 of 1995)
Individual
Registration Byelaw (No. 13 of 1996)
New Central
Fund Byelaw (No. 23 of 1996)
Membership
(Amendment No. 5) Byelaw (No. 42 of 1996)
Agency
Agreements (Amendment No. 15) Byelaw (No. 10 of 1997)
Membership
(Amendment No. 6) Byelaw (No. 21 of 1997)
Membership
(Amendment No. 7) Byelaw (No. 11 of 1998)
Membership,
Council and Committee and Annual and Extraordinary General Meetings (Amendment)
Byelaw (No. 15 of 1998)
Captive
Corporate Members Byelaw (No. 19 of 1998)
Premiums
Trust Fund and Regulating Trustee Byelaw (No. 22 of 1998)
Agency
Agreements (Amendment No. 20) Byelaw (No. 6 of 1999)
Membership
(Amendment) Byelaw (No. 8 of 1999)
Underwriting
Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Membership
(Amendment No. 9) Byelaw (No. 18 of 1999)
Intermediary
Amendment Byelaw (No. 10 of 2000)
LloydÕs
Policy Signing Office Byelaw (No. 11 of 2000)
Annual
Subscribers Byelaw (No. 15 of 2000)
LloydÕs
Brokers Byelaw (No. 17 of 2000).
EXPLANATORY
NOTE
(This note
is not part of the byelaw.)
This
byelaw amends and consolidates the provisions of the Membership Byelaw (No. 9 of
1984) as amended.
It
also makes provision for the admission to membership of the Society of
corporate members and for such members to underwrite insurance business at
LloydÕs.
For the
full text of this byelaw, see Part A, 111.
320.
LloydÕs Advisers Byelaw No. 19 of 1993, 8 September 1993
COMMENCEMENT
This
byelaw came into force on 8 September 1993.
AMENDMENTS
This
byelaw was amended by
CompaniesÕ
Accounts (Miscellaneous Amendments) Byelaw (No. 15 of 1994)
Appeal
Tribunal Byelaw (No. 18 of 1995).
REVOCATION
This
byelaw was revoked by byelaw No. 15 of 1999.
EXPLANATORY
NOTE
(This note
is not part of the byelaw.)
This
byelaw provides for the registration of a body corporate or partnership as a
LloydÕs adviser and for the review, renewal and withdrawal of such
registration.
The
Council may not grant registration under the byelaw unless satisfied that the
applicant is fit and proper to be a LloydÕs adviser.
The
byelaw empowers the Council to impose conditions and make requirements
regarding LloydÕs advisersÕ financial resources, and makes provision regarding
accounting records, accounts and other reports, audit and annual returns.
For the
full text of this byelaw, see Part A, 112.
321. Pool
Reinsurance Company
Limited
(Intermediaries) Byelaw No. 23 of 1993, 8 September 1993
COMMENCEMENT
This
byelaw came into force on 9 September 1993.
EXPLANATORY
NOTE
(This
note is not part of the byelaw)
This byelaw
permits underwriting members, through their managing agent, to place
reinsurance of UK terrorism risks with Pool Reinsurance Company Limited
otherwise than through a LloydÕs broker.
The Council
of LloydÕs in exercise of its powers under section 6(2) and section 8(3) of
LloydÕs Act 1982 by special resolution hereby makes the following byelaw.
1. Reinsurances
effected with Pool Reinsurance Company Limited
An
underwriting member shall in the course of his underwriting business at LloydÕs
place reinsurance business with Pool Reinsurance Company Limited only through a
LloydÕs broker or through the managing agent of the syndicate through which he
has underwritten or is to underwrite the insurance business so reinsured.
2. Commencement
This
byelaw shall come into force on 9 September 1993.
322.
MembersÕ Agent Pooling
Arrangements
Byelaw No. 30 of 1993, 8 December 1993
COMMENCEMENT
This
byelaw came into force on 8 December 1993.
AMENDMENT
This
byelaw was amended by:
MembersÕ
Agent Pooling Arrangement (Amendment) Byelaw (No. 7 of 1995)
Underwriting
Agents (Amendment No. 15) Byelaw (No. 14 of 1998)
Captive
Corporate Members Byelaw (No. 19 of 1998)
Revocation
of Certain Byelaws Byelaw (No. 13 of 1999).
REVOCATION
This
byelaw was revoked on 6 October 1999 by byelaw No. 16 of 1999.
EXPLANATORY
NOTE
(This
note is not part of the byelaw)
1. This
byelaw contains provisions in relation to the operation of membersÕ agent
pooling arrangements (MAPAs).
2. Paragraph
2 of the byelaw enables the Council to prescribe conditions and requirements in
relation to MAPAs.
3. Paragraph
3(1) of the byelaw provides for a limit to be placed on the percentage of the
total MAPA capacity which may be allocated to any syndicate included in the
MAPA. The maximum percentage may be prescribed by the Council.
4. Paragraph
4(1) of the byelaw provides that a minimum number of the syndicates included in
a MAPA must have a minimum percentage of the total MAPA capacity allocated to
them. The relevant minimum number of syndicates and the minimum percentage may
be prescribed by the Council.
5. Paragraph
5(1) imposes a requirement that a majority of the directors/partners of the
membersÕ agent, who are actively underwriting, must participate in each MAPA
operated by that agent and any such director/partner so participating must have
a minimum MAPA participation on each such MAPA of such amount as the Council
may from time to time prescribe.
6. Paragraph
6(1) of the byelaw imposes a duty on every membersÕ agent to invite the active
Names for whom it acts as such in any year of account to participate in any
MAPA which the membersÕ agent proposes to operate during that year of account.
The Council is given a dispensing power under paragraph 6(2) under which it can
grant an exemption from this requirement on such terms and conditions as it
sees fit.
323.
LloydÕs 1994 Claims Scheme
Byelaw No.
4 of 1994, 13 April 1994
COMMENCEMENT
This
byelaw comes into force on 1 July 1994.
AMENDMENT
This
byelaw was amended by
LloydÕs
1994 Claims Scheme (Amendment) Byelaw (No. 16 of 1994).
LloydÕs
1994 Claims Scheme (Amendment No. 2) Byelaw (No. 37 of 1996)
Captive
Corporate Members Byelaw (No. 19 of 1998)
LloydÕs
1994 Claims Scheme (Amendment) Byelaw (No. 7 of 1999)
LloydÕs
Policy Signing Office Byelaw (No. 11 of 2000)
LloydÕs
Brokers Byelaw (No. 17 of 2000).
EXPLANATORY
NOTE
(This note
is not part of the byelaw.)
This
byelaw replaces LloydÕs 1991 Claims Scheme (Interim) Regulation (No. 6 of 1990)
and gives effect to the LloydÕs 1994 Claims Scheme.
Under
Part B of the byelaw, the Society (which will act through the LloydÕs Claims
Office) shall have authority to settle claims on behalf of each following
syndicate (as defined in the Schedule) as though such authority had been
delegated to it expressly. In relation to such types of claim as the Council
may determine (Òspecial category claimsÓ) the LloydÕs Claims Office (ÒLCOÓ) may
not, without the consent of the following syndicate, depart from the course of
action taken by the first two underwriters in slip order. This provision is
primarily intended to cover certain types of liability claim. In relation to other
types of claim the LCO may not, without the consent of the following syndicate,
depart from the course of action taken by the first underwriter in slip order
(paragraph 9). Paragraphs 7 and 10 make special provision where the first
underwriter is underwriter only for a syndicate in run-off or has a conflict of
interest. The authority conferred on the LCO by Part B of the byelaw does not
extend to making ex gratia payments or special settlements (paragraph 12).
The
provisions of Part B apply to all claims except where a claims handling
agreement provides for a more expeditious mode of settlement, but the Council
is also given power to exempt such classes of claims as it thinks fit
(paragraph 3). Further, underwriters may, by notice in writing, revoke the
LCOÕs claims settling authority in respect of claims relating to business
allocated to the 1990 (or earlier) year of account.
Paragraph
13 provides that the byelaw does not affect the rights of any assured or broker
wishing to do so to negotiate directly with a following syndicate. The byelaw
does not affect the right of any managing agent to delegate to the LCO more
extensive authority than is conferred by the byelaw (paragraph 14).
The Council
of LloydÕs, in exercise of its power under section 6(2) of LloydÕs Act 1982, by
special resolution hereby makes the following byelaw.
Part
AÑInterpretation and Application
1. Interpretation
The
provisions of the Schedule to this byelaw shall have effect.
2. Application
This
byelaw shall apply in relation to every claim for an indemnity, and every claim
in respect of any insured contingency, made by an insured under any contract of
insurance, except:
(a) any
claim to the extent that, in relation to that claim, the slip, or an
endorsement agreed by every underwriter subscribing the slip, confers on the
Society, an approved claims office, a single underwriter, insurance broker or
other delegate claims settling authority on behalf of every syndicate
subscribing the slip;
(b) any
claim to the extent that a binding authority confers on a coverholder claims
settling authority on behalf of every syndicate subscribing the binding
authority;
(c) any
type or types of claim prescribed by the Council (to the extent so prescribed)
for the purposes of this paragraph, [É]
(d) any
claim made upon a contract of insurance allocated to the 1990 year of account
or any earlier year, where a managing agent has, in writing, withdrawn
authority from the Society to act on his behalf (which, for the avoidance of
doubt, shall not affect the SocietyÕs authority to act on behalf of other
underwriters subscribing the slip who have not so withdrawn authority)
(e) any
claim made in respect of a liability in respect of which Equitas Reinsurance
Limited has assumed the Reinsurance Obligation as defined in the Equitas
reinsurance contract][[; or
(f) any
claim made upon a contract of insurance underwritten on behalf of a consortium,
to the extent that claims settlement authority is expressly conferred on the
Society, an approved claims office, a single underwriter, insurance broker or
other delegate by written agreement between the consortium members;]]
NOTE
3. Special
arrangements for special category claims
(1) The
Council shall for the purposes of this byelaw maintain a list of special categories
of risk and may from time to time specify types of risk for inclusion therein
or deletion therefrom.
(2) A
claim in respect of a risk of a category listed in the list maintained under
sub-paragraph (1) shall be known as a Òspecial category claim.Ó
(3) In
any case of doubt or dispute, the Council may determine conclusively whether or
not a particular claim is a special category claim.
Part
BÑLloydÕs Claims Office
4. Delegation
of functions of managing agent
(1) The
Society shall have authority in accordance with the following provisions of
this part of this byelaw to exercise such powers or discharge such duties of
any managing agent in relation to the processing, settlement, payment,
compromise, repudiation or litigation of any claim as are conferred or imposed
upon that managing agent by the standard managing agentÕs agreement or other
express agency or sub agency agreement.
(2) Where
the Society exercises that authority, it shall do so on behalf of the managing
agent, as though pursuant to an express delegation under paragraph 5(s) of the
standard managing agentÕs agreement.
[(3) A
managing agent may, by notice in writing, withdraw from the Society any
authority conferred by this byelaw to pay claims due to a reinsured on behalf
of any syndicate managed by that managing agent where:
(a) the
reinsured has been adjudicated or declared bankrupt or insolvent or is in any
related form of legal protection by the due process of law of his country of
domicile (or its country of incorporation, as the case may be);
(b) the
reinsured is an insurance company who:
(i) no
longer accepts new or renewal business, and
(ii) no
longer participates in central settlement systems of [[the International
Underwriting Association of London]]; or
(c) the
Council so consents.]
NOTE
5. Delegation
of authority of following underwriters
(1) Subject
to this paragraph and to paragraphs 8 to 12, the Society shall have claims
settling authority on behalf of each following syndicate.
(2) Subject
to paragraphs 8 to 12, the Society shall not have claims settling authority in
any special category claim on behalf of any syndicate for which the second
underwriter has subscribed the slip except where (and to the extent that) the
second underwriter has expressly delegated such claims settling authority to
the Society.
[É]
NOTE
6. Multi-slip
placings
(1) For
the purposes of this byelaw where, in relation to any risk or to any layer of
coverage of a risk, two or more separate slips are subscribed on identical
terms, those slips shall together be treated as a single slip and the first
underwriters in slip order of those slips shall elect one of themselves to be
treated as the first underwriter and, in relation to any such slips covering
any risk included in the list maintained under paragraph 3(1) (special category
claims), the first and second underwriters subscribing those slips shall also
elect one of themselves to be treated as the second underwriter.
(2) Where
sub-paragraph (1) applies and an underwriter is elected as the first
underwriter, every syndicate for which any other underwriter has subscribed any
of the slips shall be treated for the purposes of this byelaw as a following
syndicate in relation to each of those slips.
(3) The
identity of any underwriter elected as the first or second underwriter under
sub-paragraph (1) shall be recorded on all of the slips.
7. Composite
and package policies
(1) Where
a single slip covers two or more types of risk the subscribing underwriters may
in respect of any type of risk covered elect one of themselves to be treated
for the purposes of this byelaw as the first underwriter (and, in the case of a
type of risk specified in the list maintained under paragraph 3(1) (special
category claims) one other to act as second underwriter) notwithstanding that
an underwriter so elected is not the first (or, as the case may be, second)
underwriter in slip order.
(2) Where
sub-paragraph (1) applies and in respect of a particular type of risk an
underwriter is elected as the first underwriter, every syndicate for which any
other underwriter has subscribed the slip shall be treated for the purposes of
this byelaw as a following syndicate in relation to any claim in respect of
that type of risk.
[(3)
The identity of any underwriter elected under subparagraph (1) as the first or
second underwriter and the type of risk in relation to which he is so elected
shall be recorded on the slip.]
NOTE
8. Run-off
syndicates
(1) Subject
to paragraphs 6 (multi-slip placings), 7 (composite and package policies) and
sub-paragraph (5) below, where in relation to any claim:
(a) the
first underwriter, or
(b) in
the case of any special category claim, the first or second underwriter,
has
subscribed the slip only on behalf of a syndicate which has subsequently become
a run-off syndicate, that underwriter shall not act as the first underwriter
(or second underwriter, as the case may be) and that syndicate shall be treated
as a following syndicate for the purposes of this byelaw.
(2) Where
in relation to a special category claim the first underwriter has subscribed
the slip only on behalf of syndicates which are to be treated as following
syndicates by reason of sub-paragraph (1) above, the next eligible underwriter
in slip order in relation to that claim may elect to be treated for the
purposes of this byelaw as the first underwriter.
(3) For
the purposes of this byelaw a syndicate is a Òrun-off syndicateÓ in relation to
a claim if it no longer accepts new or renewal business and either:
(a) its
claims are not being handled by the managing agent who underwrote the contract
of insurance upon which the claim arose, or
(b) its
claims are still being handled by such managing agent, but that managing agent
no longer accepts new business of the same type as the insurance upon which the
claim arose.
(4) An
underwriter is an Òeligible underwriterÓ for the purposes of this paragraph if:
(a) he is
not the underwriter only of a run-off syndicate;
(b) his
claims settling authority on behalf of any syndicate for which he has
subscribed the slip need not, in respect of that claim, be delegated to the
Society pursuant to paragraph 10 (conflicts of interest); [É]
(c) he is
in the opinion of the Council capable of adequately exercising claims settling
authority in relation to the type of claim concerned [; and
(d) he
has not expressly delegated claims settling authority to the Society.]
NOTE
(5) The
Council may to such extent and on such terms and for such period as it thinks
fit, disapply sub-paragraph (1) in relation to any underwriter and syndicate
[or in relation to any class or classes of underwriters or syndicates].
NOTE
(6) Where
paragraph 6 (multi-slip placings) applies, the sequence of eligible
underwriters for the purposes of this paragraph shall be such as the first
underwriters in slip order of the slips concerned shall agree or, in default of
such agreement, such as the Council shall decide.
(7) Where
paragraph 7 (composite and package policies) applies, then, for the purposes of
this paragraph, the sequence of eligible underwriters in relation to any claim
in respect of each type of risk shall be such as the subscribing underwriters
shall agree or, in default of such agreement, such as the Council shall decide.
9. Differences
between the Society and leading underwriter
Except
where the slip or an endorsement agreed by every underwriter subscribing the
slip otherwise provides, the SocietyÕs authority under this byelaw shall not
extend to taking any course of action on behalf of a following syndicate which
is contrary to any course of action which the first underwriter (or, in
relation to any special category claim, either the first or second underwriter)
has decided to take in respect of that claim on behalf of any syndicate for
which he has subscribed the slip.[É]
NOTE
11. Instruction
of advisers etc.
In
relation to any claim the Society shall have authority to appoint for the
purpose of obtaining expert advice any solicitor, attorney, adjuster, surveyor,
or other expert adviser except where the first underwriter has decided either
not to make such an appointment or to appoint some other person on behalf of
the syndicates for which he has subscribed the slip.
12. Ex
gratia payments and special settlements
The
SocietyÕs claims settling authority on behalf of any following syndicate shall
not, by reason only of this byelaw, include:
(a) authority
to agree to make ex gratia payments; or
(b) authority
to agree to pay a claim by the LPSO special settlement procedure.
Part
CÑMiscellaneous
13. Saving
for rights of assureds and underwriting members
(1) Nothing
in this byelaw shall prevent any assured or any LloydÕs broker from making
representations to, negotiating with or otherwise dealing directly with the
underwriter of any following syndicate in relation to any claim.
(2) In
exercising any claims settling authority conferred on it on behalf of any
following syndicate, the Society shall have due regard to any opinion or
preference expressed by the underwriter of that following syndicate.
14. Wider
authority of the Society
Nothing
in this byelaw shall prevent any underwriter or managing agent of the syndicate
conferring on the Society wider authority to act on behalf of that syndicate
than that conferred by this byelaw.
15. Information
(1) In
relation to any claim the underwriter of any following syndicate shall be
entitled, on a request made by the Society on his behalf, to inspect at any
reasonable time any document retained by the LloydÕs broker and relating to the
claim which has been shown to the Society.
(2) Where
in relation to any claim:
(a) a
single underwriter alone has claims settling authority on behalf of every
syndicate subscribing a slip; and
(b) that
single underwriter has delegated claims settling authority to the LCO in
relation to such claim,
the LloydÕs
broker concerned shall forthwith give to the Society all such particulars of
the claim as have been given to that underwriter.
16. Fees
The
Council may prescribe fees to be paid in respect of matters arising under or
provided for or authorised by this byelaw.
Part
DÑTransitional Provisions, Revocations and Commencement
17. Transitional
provisions
Where
and in so far as claims settling authority in relation to any claim made by an
insured under any contract of insurance allocated to a year of account before
1991 has been delegated to an approved claims office, the authority of that
approved claims office shall be vested in the Society.
18. Revocations
LloydÕs
1991 Claims Scheme (Interim) Regulation (No. 6 of 1990) is revoked.
19. Commencement
This
byelaw shall come into force on 1 July 1994.
Schedule.
Interpretation
1. In
this regulation, unless the context otherwise requires:
Òactive
underwriterÓ means the person at the underwriting box, or deemed by the Council
to be at the underwriting box, with principal authority to accept risks on
behalf of the members of a syndicate managed by a managing agent;
Òapproved
claims officeÓ means a claims handling office which was approved for the
purposes of LloydÕs 1991 Claims Scheme (Interim) Regulation (No. 6 of 1990);
Òbinding
authorityÓ means an agreement between an underwriter and a coverholder under
which the coverholder may, in accordance with the terms thereof, accept risks
on behalf of underwriting members;
Òclaims
settling authorityÓ means authority on behalf of the members of a syndicate to
handle claims against them arising under, out of or in connection with any
insurance underwritten by that syndicate, and claims in respect of which the
syndicate has underwritten any reinsurance to close, including the processing,
settlement, compromise, payment, repudiation and litigation thereof and all
matters ancillary thereto;
[ÒconsortiumÓ
has the meaning given in Schedule 1 to the Multiple Syndicates Byelaw (No. 5 of
1989, 311);]
NOTE
ÒcoverholderÓ
means a person authorised under a binding authority to accept risks on behalf
of underwriting members, and includes a delegate of such a person;
[ÒEquitas
reinsurance contractÓ means the reinsurance and run-off contract to be entered
into by Equitas Reinsurance Limited, Additional Underwriting Agencies (No. 9)
Limited (for itself and on behalf of the members of the Society for whom it is
appointed to act as substitute agent), LloydÕs, Equitas Limited and others
pursuant to paragraph 4 of the Reconstruction and Renewal Byelaw (No. 22 of
1995, 519);]
NOTE
Òfollowing
syndicateÓ, subject to paragraphs 6 and 7, means, in relation to any claim, any
syndicate subscribing the slip other than a syndicate for which the first
underwriter has subscribed it;
[É]
NOTE
[É]
NOTE
Òmanaging
agentÓ means:
(a) an
underwriting agent which is listed as a managing agent on the register of
underwriting agents maintained under the Underwriting Agents Byelaw (No. 4 of
1984, 101); or
(b) a
person appointed by the Council to act as a managing agent for an underwriting
member of LloydÕs under the Substitute Agents Byelaw (No. 20 of 1983);
Òrun-off
syndicateÓ has the meaning given in paragraph 8(3);
Òspecial
category claimÓ has the meaning given in paragraph 3;
Òstandard
managing agentÕs agreementÓ means either (as the case may be) a standard
managing agentÕs agreement (general) or a standard managing agentÕs agreement
(corporate member) as defined in paragraph 1 of the Agency Agreements Byelaw
(No. 8 of 1988, 310) as amended;
[ÒsyndicateÓ
means an underwriting member or group of underwriting members of LloydÕs
underwriting insurance business at LloydÕs through the agency of a LloydÕs
underwriting agent to which member or group a particular syndicate number is
assigned by the Council;]
NOTE
2. Construction
of references to underwriters and syndicates
(1) In
this byelaw, unless the context otherwise requires, any reference, in relation
to a claim and a syndicate, to an underwriter of a syndicate includes a
reference to any employee of the managing agent authorised by the active
underwriter of that syndicate to exercise claims settling authority on behalf
of the syndicate in relation to that claim; and any reference to anything done
by or in relation to an underwriter of a syndicate accordingly includes, as the
case may require, a reference to anything done by or in relation to any such
employee.
(2) Subject
to paragraph 6 (multi-slip placings) and to paragraph 7 (composite and package
policies), in this byelaw, in relation to any claim, Òfirst underwriterÓ and
Òsecond underwriterÓ mean respectively the first and second underwriters
subscribing the slip according to the order in which their subscriptions appear
on it.
(3) For
the purposes of this byelaw the several groups of underwriting members to which
in different years a particular syndicate number is assigned by or under the
authority of the Council shall be treated as the same syndicate,
notwithstanding that they may not comprise the same underwriting members with
the same individual participations.
324.
Syndicate Meetings Byelaw No. 11 of 1994, 7 December 1994
COMMENCEMENT
This
byelaw comes into force on 1 January 1995.
AMENDMENT
This
byelaw was amended by:
Syndicate
Accounting Byelaw (No. 18 of 1994)
Syndicate
Auditors (Miscellaneous Amendments) Byelaw (No. 10 of 1995)
Major
Syndicate Transactions Byelaw (No. 18 of 1997)
Captive
Corporate Members Byelaw (No. 19 of 1998)
Syndicate
Meetings (Amendment No. 1) Byelaw (No. 18 of 2000).
EXPLANATORY
NOTE
(This note
is not part of the byelaw.)
This
byelaw makes provision for the calling and conduct of meetings of the members
of syndicates. It requires managing agents to hold an annual general meeting
for each syndicate managed by them (paragraph 2) and to hold general meetings
whenever requisitioned by the members of those syndicates (paragraph 3).
The
byelaw also makes provision for the giving of notice of a general meeting
(paragraph 4), voting at meetings (paragraph 6), attendance and voting by proxy
(paragraph 7) and the exercise of rights by membersÕ agents who manage MAPAs
(paragraph 8). Paragraph 5 makes general provision as to meetings; and includes
a provision empowering the Council to prescribe conditions and requirements
regarding the calling and conduct of meetings (paragraph 5(1) and Schedule 2).
The Council
of LloydÕs in exercise of its powers under section 6(2) of LloydÕs Act 1982 by
special resolution hereby makes the following byelaw.
Part
AÑPreliminary
1. Interpretation
The
provisions of Schedule 1 to this byelaw (interpretation) shall have effect.
Part
BÑRequirement to Hold Syndicate Meetings
[1A. Application
This
byelaw shall not apply to meetings required to be held under the Major
Syndicate Transactions Byelaw (No. 18 of 1997, 332).]
NOTE
2. Annual
General Meetings
(1) [Subject
to sub-paragraph (4) below, every] managing agent shall, in respect of each
syndicate managed by it,
(a) hold
a general meeting of the members of the syndicate as its annual general meeting
in addition to any other meetings in any year; and
(b) specify
the meeting as such in the notices calling it.
(2) Managing
agents shall hold such meetings not less than one but not more than four months
after sending to members (or their membersÕ agents) copies of the annual
reports prepared in respect of those syndicates.
[(3) The
Council may from time to time prescribe conditions and requirements compliance
with which shall exempt a managing agent from the requirement to hold an annual
general meeting of the members of a syndicate managed by it and allow it to
appoint the syndicateÕs recognised accountant on behalf of the syndicate
otherwise than in accordance with paragraph 6 of the Audit Arrangements Byelaw
(No. 7 of 1998, 342).
(4) A
managing agent need not hold an annual general meeting of the members of a
syndicate if the managing agent has complied with such conditions and
requirements with regard to that syndicate as the Council may have prescribed
under sub-paragraph (3) above.]
NOTE
3. Extraordinary
general meeting on membersÕ requisition
(1) A
managing agent shall, on receipt of a membersÕ requisition, forthwith proceed
duly to convene an extraordinary meeting of any syndicate managed by it, to be
held not less than one and not more than four months from the date of the deposit
of the requisition.
(2) For
the purposes of this byelaw, a ÒmembersÕ requisitionÓ is a requisition of the
relevant members of a syndicate whose membersÕ syndicate premium limits amount,
in aggregate, to not less than one-fifth of the syndicateÕs relevant capacity.
(3) The
requisition must state the objects of the meeting and must be signed by or on
behalf of the requisitionists and deposited at the registered office of the
managing agent, and may consist of several documents in like form each signed
by or on behalf of one or more requisitionists.
(4) If
the managing agent does not within 21 days after the date of deposit of the
requisition (or, where that requisition is contained in more than one document,
the latest of those documents) proceed to convene a meeting, the
requisitionists, or any of them representing at least one-half of the aggregate
members syndicate premium limits of all of them, may themselves convene a
meeting but any meeting so convened shall not be held after the expiration of
three months after that date.
(5) A
meeting convened under this paragraph by requisitionists shall be convened, so
far as is possible, in the same manner as that in which meetings are to be
convened by managing agents.
(6) Any
expenses incurred by the requisitionists shall be borne by them.
Part
CÑConduct of Meetings
4. Length
of notice for calling meetings
(1)
Every annual general meeting and every other meeting called for the passing of
a special resolution shall be called by at least 28 daysÕ notice in writing.
(2) All
other meetings shall be called by at least 21 daysÕ notice in writing.
5. General
provisions as to meetings
(1) The
Council may from time to time prescribe conditions and requirements regarding
the calling and conduct of meetings of the members of a syndicate (and in
particular regarding the matters set out in Schedule 2 (conditions and
requirements) to this byelaw).
(2) Subject
to any requirements to the contrary for the time being made by the Council,
every member of a syndicate shall be entitled to attend any annual general
meeting of that syndicate and any other meeting of that syndicate in respect of
which he is a relevant member.
[(2A) In
relation to any syndicate, its syndicate auditor, appointed under (or pursuant
to) paragraphs 8(a), 11(a), 11(b), 12(a) or 12(b) of the Syndicate Audit
Arrangements Byelaw (No. 10 of 1984), shall be entitled:
(a) to
attend the annual general meeting of that syndicate and any other general
meeting at which business will be conducted which concerns him as auditor,
(b) to
receive all notices, or other communications in relation to such meetings which
members of the syndicate are entitled to receive, and
(c) shall
be entitled to be heard at any such meeting on any part of the business of the
meeting which concerns him as auditor.]
NOTE
(3) A
managing agent shall be deemed not to have duly convened a meeting:
(a) if it
does not give due notice in accordance with paragraph 4; and
(b) in
the case of any meeting other than an annual general meeting, if it convenes a
meeting for a date more than 35 days after the date of the notice convening the
meeting.
6. General
provisions as to voting rights
(1) All
members of a syndicate for any year of account for the time being remaining
open shall be entitled to vote on resolutions put to a general meeting.
(2) Each
member shall be entitled to cast one vote for every £10,000 of his memberÕs
syndicate premium limit.
7. Proxies
(1) Any
member of a syndicate entitled to attend and vote at a general meeting of the
relevant members of that syndicate is entitled to appoint any person (whether a
member or not) as his proxy to attend and vote instead of him.
(2) Every
proxy appointed by a member to attend and vote at a general meeting shall have
the same right as that member to speak at such meeting.
Part
DÑMembersÕ Agent Pooling Arrangements
8. Exercise
of rights by membersÕ agents
(1) Where
members participate in a syndicate through a membersÕ agent pooling arrangement
(ÒMAPAÓ) the membersÕ agent which manages that MAPA shall exercise all rights
granted by this byelaw on behalf of the participants in that MAPA, as though
that MAPA were an individual member.
(2) No
vote taken at any meeting held pursuant to the provisions of this byelaw shall
be invalidated by reason only of a breach of duty, whether under byelaws made
under LloydÕs Acts 1871 to 1982, contractual or otherwise, or exceeding of
authority by a membersÕ agent when voting on behalf of participants in a MAPA.
Part
EÑConsequential and Minor Amendments and Commencement
9.
Amendments
The
amendment of the Syndicate Audit Arrangements Byelaw (No. 10 of 1984) in
Schedule 3 to this byelaw shall have effect.
10.
Commencement
This
byelaw shall come into force on 1 January 1995.
Schedule
1ÑInterpretation
1. In
this byelaw, unless the context otherwise requires:
Òannual
reportÓ has the meaning given in the Syndicate Accounting Byelaw (No. [18 of
1994]);
NOTE
ÒmembersÕ
agent pooling arrangementÓ or ÒMAPAÓ has the meaning given to it in the Agency
Agreements Byelaw (No. 8 of 1988, 310);
Òmember of
a syndicateÓ means a member underwriting insurance business as a member of a
syndicate at LloydÕs;
ÒmemberÕs
syndicate premium limitÓ has the meaning given to it in the Syndicate Premium
Income Byelaw (No. 6 of 1984, 201) except that, in the case of members
participating in a syndicate through a MAPA, it means the syndicate MAPA
capacity allocated to that syndicate by reason of such participation;
ÒmembersÕ
requisitionÓ has the meaning given in paragraph 3(1) of this byelaw;
Òrelevant
capacityÓ means the aggregate of the memberÕs syndicate premium limits of all
the relevant members of the syndicate.
Òrelevant
memberÓ means: (i) in relation to a meeting, a member who, in accordance with
the provisions of paragraph 6, will be entitled to cast a vote in any
resolution which will be before that meeting; and (ii) in relation to an
individual resolution, a member who will be so entitled to vote on that
resolution;
Òspecial
resolutionÓ means a resolution which: (a) has been passed by a majority of not
less than three-fourths of the relevant capacity of such members as (being
entitled to do so) vote in person or by proxy at a general meeting; and (b) not
less than 28 daysÕ written notice of that meeting, specifying the intention to
propose the resolution as a special resolution, has been duly given;
[ÒsyndicateÓ
means an underwriting member or group of underwriting members of LloydÕs
underwriting insurance business at LloydÕs through the agency of a LloydÕs
underwriting agent to which member or group a particular syndicate number is
assigned by the Council;]
NOTE
Òsyndicate
allocated capacityÓ has the meaning given in the Syndicate Accounting Byelaw
(No. [18 of 1994, 326]);
NOTE
Òsyndicate
MAPA capacityÓ has the meaning given to it in the MembersÕ Agent Pooling
Arrangements Byelaw (No. 30 of 1993, 322).
2.
Construction of References to Syndicates
In
this byelaw and in any conditions and requirements prescribed under this
byelaw, except where it is expressly otherwise provided, the several groups of
underwriting members to which in different years a particular syndicate number
is assigned shall be treated as the same syndicate, notwithstanding that they
may not comprise the same underwriting members with the same individual participations.
Schedule
2ÑConditions and Requirements
1. The
Calling of Meetings
Council may
from time to time make requirements concerning:
(a) the
manner and form in which notice of any meeting shall be served;
(b) the
attendance and voting at any meeting; and
(c) the
manner in which votes shall be taken.
2.
Resolutions
The
Council may require that certain matters must be put to a general meeting on a
special resolution.
3. Further
Provisions As to Requirements
Without
prejudice to the generality of the provisions of sub-paragraph 5(1), the
Council:
(a) may
impose requirements which are absolute or which are to vary from time to time
by reference to such factors as are specified in or determined in accordance
with such conditions and requirements;
(b) may
make different provision for different cases or different classes of cases
including but not limited to different provisions for members resident in
different countries;
(c) may
make provisions for notice of the holding of any meeting to be given to the
membersÕ agents of members or otherwise;
(d) may
make provision for copies of resolutions made at any meeting to be filed with
the Society or with any of its officers; and
(e) may
contain incidental, supplementary and transitional provisions.
Schedule 3
[Amends the
Syndicate Audit Arrangements Byelaw (No. 10 of 1994).]
325. Notice
of Proposed
Arrangements
Byelaw No. 12 of 1994, 7 December 1994
COMMENCEMENT
This
byelaw comes into force on 1 January 1995.
AMENDMENT
This
byelaw was amended by
Syndicate
Audit Arrangements Byelaw (No. 18 of 1994)
Major
Syndicate Transactions Byelaw (No. 18 of 1997)
REVOCATION
This
byelaw was revoked on 4 August 1999 by byelaw No. 13 of 1999.
EXPLANATORY
NOTE
(This note
is not part of the byelaw.)
This
byelaw provides the underwriting members must be given notice of certain
transactions or arrangements before they can occur. These transactions or
arrangements are:
(a) the
sale of a managing agentÕs business (paragraph 2(1)),
(b) the
cessation of a syndicate (paragraph 3),
(c) a
syndicate merger (paragraph 4(1)) and
(d) the
sale of a membersÕ agentÕs business (paragraph 5).
Paragraphs
2(2) and 4(2) provide that underwriting members shall be given an opportunity
to terminate their standard managing agentÕs agreements before any sale of a
managing agentÕs business or syndicate merger can take place.
326.
Syndicate Accounting Byelaw
No. 18 of 1994, 20 December 1994
COMMENCEMENT
This
byelaw comes into force on 1 January 1995.
AMENDMENTS
This
byelaw was amended by:
Syndicate
Accounting (Amendment) Byelaw (No. 5 of 1995)
Syndicate
Auditors (Miscellaneous Amendments) Byelaw (No. 10 of 1995)
Syndicate
Accounting (Amendment No. 2) Byelaw (No. 20 of 1996)
New Central
Fund Byelaw (No. 23 of 1996)
Syndicate
Accounting (Amendment No. 3) Byelaw (No. 8 of 1997)
Syndicate
Accounting (Amendment No. 4) Byelaw (No. 9 of 1997)
Loss Review
(Revocation) Byelaw (No. 16 of 1997).
Syndicate
Accounting (Amendment No. 5) Byelaw (No. 31 of 1997)
Syndicate
Accounting (Amendment No. 6) Byelaw (No. 2 of 1998)
Syndicate
Accounting (Amendment No. 7) Byelaw (No. 17 of 1998)
Syndicate
Accounting(Amendment No. 8) Byelaw (No. 2 of 1999)
Run-Off
Years of Account (Revocation) Byelaw (No. 1 of 2000)
Syndicate
Accounting (Amendment No. 9) Byelaw
Syndicate
Accounting (Amendment No. 10) Byelaw (No. 6 of 2001).
Arrangement
of paragraphs
Paragraphs
PART
AÑPRELIMINARY
1. Interpretation
2. Closing
of years of account
PART
BÑACCOUNTING RECORDS ETC.
3. Accounting
records
4. Procedures,
records and information regarding disclosable interests
5. Reinsurance
rexsumex
6. Statement
of policy as to allocation of syndicate operating expenses
PART
CÑANNUAL REPORTING
7. Duties
of managing agents with respect to reports and accounts
8. Annual
reports
9. Personal
accounts and syndicate MAPA accounts
10. Form and
content of annual reports and personal accounts
11. Approval of
annual reports
12. Managing
agentÕs and underwriterÕs reports
13. Multiple
syndicates statements
14. Audit
15. Documents
to be attached to annual reports
16. Distribution
of annual reports, multiple syndicates statements and personal accounts
PART
DÑAVAILABILITY OF DOCUMENTS
17. Inspection
of annual reports and other documents
18. Central
file
PART
EÑFURTHER REPORTING
19. Provision
of quarterly figures to membersÕ agents
20. Provision
to Society of cash call statements
PART
FÑMISCELLANEOUS AND SUPPLEMENTARY
21. Special
provisions for run-off syndicates
22. Powers to
prescribe
23. Time limits
24. Revocations
and amendments
25. Commencement
and application
26. Transitional
provisions
Schedules
1. Interpretation
2. Additional
provisions about accounting records
3. Fundamental
principles and statements of accounting policies
4. Additional
provisions about form and content of annual reports
5. Personal
accounts
6. Managing
agentÕs report
7. UnderwriterÕs
report
8. Multiple
syndicates statements
9. Miscellaneous
and consequential amendments
The Council
of LloydÕs in exercise of its powers under section 6(2) of, and paragraph (16)
of Schedule 2 to, LloydÕs Act 1982 by special resolution hereby makes the
following byelaw.
Part
AÑPreliminary
1.
Interpretation
The
provisions of Schedule 1 to this byelaw (interpretation) shall have effect.
2. Closing
of years of account
(1) Every
year of account of a syndicate shall be kept open for not less than three years
from the beginning of that year of account (or, if applicable, for not less
than the minimum period prescribed by the Council under sub-paragraph (2)).
(2) The
Council may from time to time, in relation to any specified syndicate or class
or description of syndicates, prescribe a period longer than three years as the
minimum period for which each year of account of that syndicate or of any
syndicate falling within that class or description shall be kept open.
[(3) The
Council may require that the content or form of any contract of reinsurance to
close be such as the Council may prescribe; and any requirements so made may
apply generally or in relation to any particular case or class of cases.]
NOTE
Part
BÑAccounting records etc
3.
Accounting records
(1) Every
managing agent shall cause accounting records to be kept in accordance with
this paragraph in respect of each syndicate for the time being managed by it.
(2) The
accounting records shall be sufficient to show and explain the transactions
entered into on behalf of the members of the syndicate.
(3) The
accounting records shall be such as to:
(a) be
capable of disclosing with reasonable accuracy at any time the financial
position at that time of each member of the syndicate; and
(b) enable
the managing agent to ensure that every annual report, personal account,
managing agentÕs report, multiple syndicates statement and other document
prepared by it complies with all applicable requirements of the LloydÕs
syndicate accounting rules.
(4) The
provisions of Schedule 2 to this byelaw (additional provisions about accounting
records) shall have effect.
4.
Procedures, records and information regarding disclosable interests
(1)
Without prejudice to paragraph 3, every managing agent shall establish and
maintain such systems and procedures, including maintenance of adequate
accounting and other records, as may be necessary to enable it to comply with
the requirements of paragraphs 42 to 44 of Schedule 4 and Schedule 8 to this
byelaw.
(2) Every
managing agent shall use its best endeavours to obtain from all its executives,
related companies and other managing agents all such information as may be
necessary to enable it to comply with the requirements of paragraphs 42 to 44
of Schedule 4 and Schedule 8 to this byelaw.
(3) Every
executive of a managing agent shall supply to that managing agent all such
information pertaining to himself and persons connected with him as shall from
time to time be necessary to enable the managing agent or any associated
managing agent to comply with the requirements of paragraphs 42 to 44 of
Schedule 4 and Schedule 8 to this byelaw.
(4) Every
managing agent shall supply to any other managing agent all such information
pertaining to itself, its executives and employees and the members of any
syndicate at any time managed or to be managed by it as shall from time to time
be necessary to enable that other managing agent to comply with the
requirements of paragraphs 42 to 44 of Schedule 4 and Schedule 8 to this
byelaw.
(5) It
shall be a defence for any person charged in disciplinary proceedings with a
breach of any of paragraphs 42 to 44 of Schedule 4 or Schedule 8 to this byelaw
to show that, having made all due inquiries, he had at the time of such alleged
breach no knowledge of the facts pertaining to the interest in the transaction,
arrangement or company in question (as opposed to the effect or materiality of
those facts).
5. Reinsurance
rŽsumŽ
(1) Every
managing agent shall in each year, in respect of each syndicate managed by it
and in respect of each year of account open on 1 January, procure that the
active underwriter or the run-off manager of the syndicate prepare a written
statement (a Òreinsurance rŽsumŽÓ) which:
(a) contains
a summary of the main reinsurance programme or programmes of the syndicate for
that year of account; and
(b) explains
how the security of the reinsurers is assessed.
(2) A
managing agent shall thereafter procure that the active underwriter or the run-off
manager of the syndicate prepare a revised reinsurance rŽsumŽ whenever there
has occurred a material change affecting the cover afforded by the main
reinsurance programme or programmes of that year of account.
(3) Every
reinsurance rŽsumŽ shall be approved by:
(a) the
active underwriter or the run-off manager of the syndicate; and
(b) a
resolution of the directors of or partners in the managing agent of the
syndicate to which it relates;
and such
approval shall be evidenced by the active underwriter or the run-off manager
and at least one director of or partner in the managing agent (other than the
active underwriter or run-off manager) signing one copy of the reinsurance
rŽsumŽ.
6. Statement
of policy as to allocation of syndicate operating expenses
(1) Every
managing agent shall, before the beginning of each year of account of each
syndicate managed or to be managed by it, prepare (adopting such categorisation
of expenses as the Council may from time to time specify) a written statement
of its policy which shall, as a minimum:
(a) state
the nature of all such necessary and reasonable expenses as will, if made or
incurred in connection with the business of underwriting or any related
activities carried on by the member of that syndicate, be charged by the
managing agent to the members of the syndicate;
(b) state
in relation to each category the basis on which expenses are to be allocated or
apportioned to the syndicate, to members of other syndicates, to the managing
agent or to particular years of account (as the case may be); and
(c) where
in relation to the syndicate the managing agent proposes not to follow the
recommendations contained in the Code of Practice for Underwriting Agents on
Syndicate Expenses approved by the Council on [6 September 2000], as for the
time being amended, state the intended nature and effect of, and the reasons
for, the course of action proposed to be taken, in particular identifying any
expenses to be charged to the syndicate which would be considered Ònot acceptableÓ
according to that Code of Practice.
NOTE
(2) Every
such statement of policy shall be prepared and approved by the directors of or
partners in the managing agent before the beginning of the year of account to
which it relates and such approval shall be evidenced by at least two directors
or partners signing and dating one copy of the statement of policy.
Part
CÑannual reporting
7. Duties
of managing agents with respect to reports and accounts
(1) Every
managing agent shall in each year, in respect of each syndicate managed by it
at 31 December of the preceding year:
(a) prepare
an annual report or annual reports complying with paragraphs 8 and 10;
(b) prepare
personal accounts (and, where applicable, syndicate MAPA accounts) complying
with paragraphs 9 and 10;
(c) prepare
a managing agentÕs report complying with paragraph 12;
(d) prepare
a multiple syndicates statement complying with paragraph 13 where:
(i) for
any year of account (other than a run-off account) to which the annual report
relates there was at the reference date, or at any prior reference date, a
material overlap of business between the syndicate and another syndicate
managed by the managing agent or any associated managing agent in respect of at
least 30 per cent. of the syndicateÕs written gross premium income; or
(ii) the
Council has granted consent under Part C of the Multiple Syndicates Byelaw (No.
5 of 1989, 311) in relation to that syndicate;
(e) procure
that the active underwriter or the run-off manager of the syndicate prepare an
underwriterÕs report complying with paragraph 12.
(2) Subject
to sub-paragraph (3), the documents specified in sub-paragraph (1) shall be
made up to 31 December of the preceding year.
(3) Where
a year of account of a syndicate is closed at a date other than 31 December in
any year, and at 31 December of that year no year of account of that syndicate
remains open, the managing agent of that syndicate shall prepare the documents
specified in sub-paragraph (1)(a) to (d), and procure the preparation of the
underwriterÕs report referred to in sub-paragraph (1)(e), made up to the date
to which that year of account is closed.
[(4) Every
managing agent shall procure that every annual report prepared by it under the
LloydÕs syndicate accounting rules shall be audited and reported upon by the
syndicate auditor of the syndicate to which it relates.]
NOTE
[(4A) Every
managing agent shall procure that for every personal account and syndicate MAPA
account it prepares under the syndicate accounting rules the syndicate auditor
of the syndicate to which the account relates shall make a report in accordance
with paragraph 14.]
NOTE
(5) For
the purposes of this paragraph there is a Òmaterial overlap of businessÓ
between two syndicates where the cumulative amounts of gross premium income
written by each of the syndicates attributable to business within the same risk
codes or combination of risk codes equal or exceed 30 per cent. of the
cumulative gross premium income of one of the syndicates for the year of account
at the reference date concerned.
8. Annual
reports
(1) Subject
to sub-paragraph (3), an annual report shall be prepared for each underwriting
member who was a member of the syndicate during any year of account other than
a year of account which has been closed before 1 January of the year which
ended on the reference date.
(2) The
annual report shall comprise:
(a) an
underwriting account in respect of each year of account closed at the reference
date or at any time during the year ended on the reference date;
(b) an
underwriting account in respect of each year of account left open at the
reference date;
(c) a
balance sheet as at the reference date;
(d) the
information required by paragraphs 41 (where applicable), 42 to 44 and 46 of
Schedule 4 to this byelaw;
(e) a
statement (Òseven year summaryÓ) containing the particulars specified in
paragraph 45 of Schedule 4 to this byelaw;
(f) an
explanation of the managing agentÕs responsibility to prepare an annual report
and personal accounts for the members of the syndicate; and
(g) such
other information as is necessary for a proper understanding of the annual
report;
and may
include any such further information (not being misleading or inconsistent with
the remainder of the annual report) as the managing agent may consider
appropriate.
(3) The managing agent
may, instead of preparing a separate annual report for each underwriting member
referred to in sub-paragraph (1), prepare an annual report showing the combined
figures for all or some of such members; provided that where the funds of any
sub-group or sub-groups of members of the syndicate are administered separately
from the funds of other members, the requirements of sub-paragraphs (2)(a) and
(b) shall be applied so as to show the separate administration of funds for
each of such sub-group.
9. Personal
accounts and syndicate MAPA accounts
(1) Except
to the extent that he is a member of the syndicate by virtue of his
participation in a MAPA, a personal account shall be prepared for each
underwriting member for whom an annual report [including an underwriting
account in respect of a closed year of account or a run-off account] is
required to be prepared at the reference date.
NOTE
(2) Where
an underwriting member is a member of two or more syndicates managed by the
same managing agent, that managing agent may prepare a combined personal
account relating to the underwriting memberÕs participation in more than one
syndicate, provided that there shall be stated separately in respect of each
such syndicate:
(a) his
profit or loss for each closed year of account;
(b) his
run-off account result for each run-off account;
(c) the
amount of profit commission charged to him in respect of (a) and in respect of
(b);
(d) the
amount of overseas taxation charged to the underwriting member analysed to show
the overseas authority concerned and that authorityÕs relevant tax years; and
(e) the
particulars specified in paragraph 1 of Schedule 5 to this byelaw.
(3) In
relation to each MAPA through which members of the syndicate participate in the
syndicate the managing agent shall prepare for the membersÕ agent concerned a
syndicate MAPA account giving in relation to those members in aggregate in
respect of such participations like information as is required to be given in a
personal account prepared for a single member of a syndicate in respect of his
participation otherwise than through a MAPA.
10. Form
and content of annual reports, personal accounts and syndicate MAPA accounts
(1) Every
underwriting account prepared in respect of a closed year of account under
paragraph 8(2)(a) shall give a true and fair view of the profit or loss for
that year of account of the underwriting member or members for whom it is
prepared.
(2) Where
compliance with the provisions of the LloydÕs syndicate accounting rules as to
the matters to be included in an underwriting account prepared in respect of a
closed year of account would not be sufficient to give a true and fair view,
the necessary additional information shall be given in the underwriting account
or in a note to it.
(3) If
in special circumstances compliance with any of those provisions is
inconsistent with the requirement to give a true and fair view, the managing
agent preparing that underwriting account shall depart from that provision to
the extent necessary to give a true and fair view.
(4) Subject
to sub-paragraphs (1), (2) and (3) and to the following provisions of this
paragraph, the amounts to be included in respect of all items shown in an
annual report shall be determined in accordance with the principles set out in
paragraphs 1 to 5 of Schedule 3 to this byelaw.
(5) Every
annual report shall include a statement of the principal accounting policies
adopted in preparing it, and shall comply with the provisions of paragraphs 8
and 9 of Schedule 3 to this byelaw (disclosure of accounting policies).
(6) If
a managing agent preparing an annual report considers that, in relation to any
matter to which sub-paragraph (1) (requirement to give true and fair view) does
not apply there are special reasons for departing from any of the principles
set out in paragraphs 1 to 5 of Schedule 3 to this byelaw or that it would be
misleading to follow any requirement specified in the LloydÕs syndicate
accounting rules, it shall depart from that principle or requirement.
(7) Where
a managing agent preparing an annual report departs under sub-paragraph (3) or
(6) from any principle or requirement specified in the LloydÕs syndicate
accounting rules, particulars of the departure the reasons for it and its
effect shall be fully stated in the annual report.
(8) Where
in any special case the managing agent of a syndicate keeps any year of account
open for a longer period than that adopted as the normal period under the
policy stated under paragraph 8(a) of Schedule 3 to this byelaw, it shall in
every annual report prepared in respect of the syndicate while that year of
account remains open explain why that year of account has been kept open and
give an indication of its expected outcome (based on all information reasonably
available at the date of the annual report) by the inclusion of a sum in
respect of estimated outstanding liabilities.
(9) Premiums
and claims in respect of insurance contracts underwritten by the members of a
syndicate and syndicate operating expenses shall be allocated to years of
account in accordance with paragraphs 6 and 7 of Schedule 3 to this byelaw.
(10) The
provision of Schedules 4 and 5 to this byelaw (form and content of annual
reports, personal accounts and syndicate MAPA accounts) shall have effect.
11. Approval
of annual reports
(1) Every
annual report shall be approved by:
(a) a
resolution of the directors of or partners in the managing agent of the
syndicate to which it relates; and
(b) the
active underwriter or the run-off manager of that syndicate.
(2) Such
approval shall be evidenced by the active underwriter or the run-off manager
and at least one director of or partner in the managing agent (other than the
active underwriter or the run-off manager) signing one copy of the balance
sheet.
(3) Every
copy of the annual report issued by the managing agent shall state the names of
the signatories of the balance sheet, the name of the managing agent and the
respective dates of approval under sub-paragraph (1).
12. Managing
agentÕs and underwriterÕs reports
(1) Every
managing agentÕs report prepared under paragraph 7(1)(c) above shall include
the matters specified in Schedule 6 to this byelaw, shall be approved by a
resolution of the directors of or partners in the managing agent and shall be
signed on their behalf by at least one director or partner.
(2) Every
underwriterÕs report prepared under paragraph 7(1)(e) shall include the matters
specified in Schedule 7 to this byelaw and shall be signed by the active
underwriter or run-off manager by whom it has been prepared.
(3) If
the managing agent and the active underwriter or the run-off manager of any
syndicate so agree, they may prepare a combined report in place of the reports
referred to in paragraph 7(1)(c) and (e). Every combined report so prepared:
(a) shall
include the matters specified in Schedules 6 and 7 to this byelaw;
(b) shall
be approved by a resolution of the directors of or partners in the managing
agent and by the active underwriter or the run-off manager; and
(c) shall
be signed on behalf of the directors of or partners in the managing agent by at
least one director or partner (other than the active underwriter or run-off
manager) and by the active underwriter or run-off manager.
(4) Every
copy of the managing agentÕs report, underwriterÕs report or combined report
issued shall state the name of the signatory or signatories and the date or
dates of approval.
(5) The
particulars contained in any managing agentÕs report, underwriterÕs report or
combined report required to be attached to an annual report shall be consistent
with that annual report and shall not be misleading.
13. Multiple
syndicates statements
(1) Every
multiple syndicates statement prepared under paragraph 7(1)(d) shall include
the matters specified in Schedule 8 to this byelaw, shall be approved by a
resolution of the directors of or partners in the managing agent and shall be
signed on their behalf by at least one director or partner.
(2) Every
copy of a multiple syndicates statement issued by the managing agent shall
state the name of the signatory or signatories and the date or dates of
approval.
(3) The
particulars contained in any multiple syndicates statement shall not be
misleading.
14. Audit
(1) The
syndicate auditor shall make a report on every annual report audited by him to
the underwriting member or members for whom it is being prepared.
[(2) The
syndicate auditor shall make a report in respect of every personal account and
syndicate MAPA account of each syndicate audited by him to the underwriting
member or membersÕ agent for whom it is being prepared, to the Council of
LloydÕs and to any auditor appointed by the Society in connection with any of
its functions under this byelaw.]
NOTE
(3) The
report shall state whether in the opinion of the syndicate auditor the annual
report, personal account or syndicate MAPA account (as the case may be) has
been properly prepared in accordance with the requirements of the LloydÕs syndicate
accounting rules and, without prejudice to the foregoing:
(a) in
the case of any annual report which includes an underwriting account in respect
of a closed year of account, whether a true and fair view is given of the
profit or loss for that year of account of the underwriting member or members
for whom it has been prepared; and
(b) in
the case of any personal account or syndicate MAPA account, whether the profit
or loss or run-off account result for any year of account to which it relates
and each adjustment made thereto in calculating the net result of the
underwriting member or MAPA in respect of whom or which it has been prepared
has been calculated in accordance with (as the case may require) the terms of
the standard agency agreement, standard sub-agency agreement, agreement in the
form of the standard managing agentÕs agreement or any other agency or
sub-agency agreement governing that underwriting memberÕs membership of, or
MAPAÕs participation in, the syndicate to which the personal account or
syndicate MAPA account relates.
(4) The
syndicate auditor shall in preparing any report under this paragraph carry out
such investigations as will enable him to form an opinion as to the following
matters:
(a) whether
the managing agent has kept proper accounting records in respect of the
syndicate;
(b) whether
the managing agent has in respect of the syndicate established and maintained
such systems and procedures, including maintenance of adequate accounting and
other records, as are necessary to enable it to comply with the requirements of
paragraphs 42 to 44 of Schedule 4 to this byelaw; and
(c) whether
the annual report, personal account or syndicate MAPA account to which his
report relates is in agreement with the accounting records and such other
records as are referred to in (b);
and if the
syndicate auditor is of the opinion that the managing agent has not kept proper
accounting records in respect of the syndicate, or has not established and
maintained such systems and procedures (including maintenance of adequate
accounting and other records), as are referred to in (b), or if the annual
report or any personal account or syndicate MAPA account to which the syndicate
auditorÕs report relates is not in agreement with the accounting records and
such other records as are referred to in (b), the syndicate auditor shall state
that fact in his report.
(5) The
syndicate auditor shall, in preparing his report on any annual report, personal
account or syndicate MAPA account under this paragraph, consider whether the
information given in the managing agentÕs and underwriterÕs reports prepared
under paragraph 7(1)(c) and (e) in respect of any period to which that annual
report, personal account or syndicate MAPA account relates is consistent with
that annual report, personal account or syndicate MAPA account and, if the
syndicate auditor is of the opinion that it is not, he shall state that fact in
his report.
(6) Every
syndicate auditor shall have the right of access at all times to the accounting
and other records maintained by the managing agent in respect of the syndicate
and shall be entitled to require from the managing agent and its executives
such information and explanations as he thinks necessary for the performance of
his duties.
(7) If
the syndicate auditor has not obtained all the information and explanations
which, to the best of his knowledge and belief, are necessary for the purposes
of his audit, he shall state that fact in his report.
(8) No
person for the time being subject to the jurisdiction of the Council shall fail
to give to the syndicate auditor any information or explanation required by him
pursuant to sub-paragraph (6), or shall in giving or purporting to give any
information or explanation which the syndicate auditor so requires, or is entitled
so to require, knowingly or recklessly make a statement which is misleading,
false or deceptive in a material particular.
15.
Documents to be attached to annual reports
There
shall be attached to every annual report:
(a) the
managing agentÕs report prepared under paragraph 7(1)(c) and the underwriterÕs
report prepared under paragraph 7(1)(e) (or, where applicable, the combined
report referred to in paragraph 12(3));
(b) the
syndicate auditorÕs report; and
(c) notice
of [any] annual general meeting of the members of the syndicate, stating the
date, place and time of such meeting and the nature of the business to be
brought forward thereat.
NOTE
16.
Distribution of annual reports, multiple syndicates statements and personal
accounts
(1)
Every managing agent shall, free of charge, send copies of the documents
required under paragraph 7 [, other than personal accounts and syndicate MAPA
accounts,] to each underwriting member to whom they relate, or to his membersÕ
agent, in accordance with the following provisions of this paragraph.
(2) Subject
to sub-paragraphs (4) and (5), [a copy] of each annual report [É] shall, not
later than the prescribed date, be sent to [each underwriting member who is a
member of the syndicate to which it relates] and to the membersÕ agent (if
different from the managing agent) through the agency of which or under
arrangements made by or through which he is a member of the syndicate.
(3) Subject
to sub-paragraphs (4) and (5), copies of any multiple syndicates statement prepared
in respect of the syndicate shall, not later than the prescribed date, be sent:
(a) to
every member of the syndicate for any year of account to which the multiple
syndicates statement relates; and
(b) to
every membersÕ agent through the agency of which or under arrangements made by
or through which any such underwriting member is a member of the syndicate for
that year of account.
(4) Where
the managing agent acts only as a substitute agent in respect of the syndicate
two copies (or such other number of copies as the managing agent and that
membersÕ agent may agree) of each document required under paragraph 7 [, other
than a personal account and syndicate MAPA account,] shall, not later than the
prescribed date, be sent to each membersÕ agent through the agency of or under
arrangements made by or through which any underwriting member is a member of
the syndicate for any year of account to which such document relates; but the
managing agent need not send any copy of such document to the members of the
syndicate for whom those membersÕ agents act as such in relation to the
syndicate.
(5) Two
copies (or such other number of copies as the managing agent and that membersÕ
agent may agree) of each document required under paragraph 7 [, other than a
personal account and syndicate MAPA account,] shall, not later than the
prescribed date, be sent to each membersÕ agent operating any MAPA through
which any underwriting member is a member of the syndicate; but the managing
agent need not send any copy of any such document to an underwriting member who
is a member of the syndicate by virtue only of his participation in a MAPA.
(6) Where
in any year a managing agent prepares a single annual report in respect of all
the members of a syndicate under paragraph 8(3), one copy thereof, together
with a copy of any multiple syndicates statement made up to the same reference
date, (or such other number of copies as the managing agent and the membersÕ
agent may agree) shall, not later than the prescribed date, be sent to every
member of the syndicate for the year of account corresponding to that year (or
(a) in
the case of members who are members of the syndicate by virtue only of their
participation in a MAPA, to the membersÕ agent operating that MAPA, or
(b) in
any case where the managing agent acts only as a substitute agent in respect of
that syndicate, to the memberÕs membersÕ agent (if any) acting as such in
relation to that syndicate).
(7) Every
membersÕ agent which receives copies of any document under sub-paragraph (4) or
(6)(b) shall, not later than the prescribed date, send one copy to the
underwriting member for whom it has been prepared, except any member who is a
member of the syndicate by virtue only of his participation in a MAPA.
(8) Subject
to sub-paragraphs (4), (5) and (6), the entitlement of an underwriting member
or a membersÕ agent under this paragraph to the provision of any document free
of charge is to a single copy.
(9) Every
managing agent shall not later than the prescribed date in each year send to
the Society four copies of every annual report which it is required by
paragraph 7 to prepare in that year and of every multiple syndicates statement
prepared in that year.
[(9A) Every
managing agent shall not later than the prescribed date in each year send to
the Society in the prescribed format a copy of every personal account and
syndicate MAPA account prepared by it under paragraph 7.
(9B) The
Society shall, within one month (or such other period as the Council may
specify) after the date prescribed for the purposes of sub-paragraph (9A), send
to every membersÕ agent, for each member for whom it acts as such in relation
to any syndicate, a combined personal account in respect of all such
syndicates, showing separately in respect of each syndicate:
(a) his
profit or loss for each closed year of account;
(b) his
run-off result for each run-off account;
(c) the
amount of profit commission charged to him in respect of (a) and in respect of
(b);
(d) the
amount of overseas taxation charged to the underwriting member analysed to show
the overseas authority concerned and that authorityÕs relevant tax years; and
(e) the
particulars specified in paragraph 1 of Schedule 5 to this byelaw;
and showing
in respect of all such syndicates in aggregate the other particulars specified
in paragraph 2 of Schedule 5 to this byelaw.
(9C) The
Society shall, within one month (or such other period as the Council may
specify) after the date prescribed for the purposes of sub-paragraph (9A), send
to every corporate member in respect of all the syndicates of which it is a
member and in respect of which no membersÕ agent acts as such for it, a
combined personal account showing separately in respect of each syndicate:
(a) his
profit or loss for each closed year of account;
(b) his
run-off result for each run-off account;
(c) the
amount of profit commission charged to him in respect of (a) and in respect of
(b);
(d) the
amount of overseas taxation charged to the underwriting member analysed to show
the overseas authority concerned and that authorityÕs relevant tax years; and
(e) the
particulars specified in paragraph 1 of Schedule 5 to this byelaw;
and showing
in respect of all such syndicates in aggregate the other particulars specified
in paragraph 2 of Schedule 5 to this byelaw.
(9D) The
Society shall, within one month (or such other period as the Council may
specify) after the date prescribed for the purposes of sub-paragraph (9A), send
to each membersÕ agent operating a MAPA the syndicate MAPA account prepared for
the membersÕ agent under paragraph 9(3).
(9E) Every
membersÕ agent which receives copies of any document under sub-paragraph (9B)
shall, not later than the prescribed date, send one copy to the underwriting
member for whom it has been prepared.]
NOTE
(10) In
this paragraph:
(a) Òthe
prescribed dateÓ means such date in each year as the Council may from time to
time prescribe for the purpose of the provision in which the reference occurs;
[(aa) Òthe prescribed formatÓ
means such format as the Council may from time to time prescribe for the
purpose of the provision in which the reference occurs;]
NOTE
(b) references
to an annual report include the documents required by paragraph 15 to be
attached to an annual report; and
(c) references
to a personal account include the syndicate auditorÕs report which relates to
that personal account.
Part
DÑAvailability of Documents
17.
Inspection of annual reports and other documents
The
signed original of every document prepared under paragraph 7 shall for a period
of seven years from the date of signature be available for inspection at the
registered office of the managing agent of the syndicate concerned at the
request of:
(a) any
underwriting member to whom the document relates or his duly authorised representative;
(b) the
duly authorised representative of any underwriting agent which acts as membersÕ
agent for any such underwriting member; and
(c) any
person authorised in that behalf by the Council.
18. Central
file
(1) The
Council shall continue to maintain the central file of annual reports of
syndicates originally constituted pursuant to the 1983 Annual Reports of
Syndicates Byelaw (No. 2 of 1984).
(2) The
central file shall contain a separate section in respect of each syndicate.
(3) One
copy of every annual report and of every multiple syndicates statement received
by the Society under the LloydÕs syndicate accounting rules shall be placed on
the central file, and every copy of an annual report placed on the central file
under the 1983 Annual Reports of Syndicates Byelaw (No. 2 of 1984), the
Syndicate Accounting Byelaw (No. 7 of 1984) or the Syndicate Accounting Byelaw
(No. 11 of 1987) shall continue to be kept on the central file.
(4) The
central file should be kept at the premises of the Society in the City of
London.
(5) The
central file shall be open to inspection at such times as the Council may from
time to time prescribe.
(6) Any
person may require a copy of any particulars inscribed in the central file or
of any document placed on the central file, or any part of it, on payment of
such sum (not exceeding its administrative cost) as the Council may from time
to time prescribe.
Part
EÑFurther Reporting
19. Provision
of quarterly figures to membersÕ agents
(1) Every
managing agent shall in each year, in respect of each syndicate for the time
being managed by it and in respect of each year of account for the time being
remaining open prepare quarterly accounts or figures made up to the last day of
March, June, September and December respectively and containing such
information as is for the time being specified by the Council (Òquarterly
figuresÓ).
(2) Quarterly
figures prepared by a managing agent under sub-paragraph (1) shall be approved
by a resolution of the directors of or partners in the managing agent and such
approval shall be evidenced by at least [[one director or partner]] [in
compliance with requirements for the time being specified by the Council].
NOTE
(3) Every
managing agent shall, within three months (or such other period as the Council
may specify) after the date to which they are made up, send a copy of the
quarterly figures prepared under sub-paragraph (1) in respect of a syndicate
and year of account to [É] to the Society.
NOTE
(4) Every
copy of quarterly figures sent to [[the Society]] under sub-paragraph (3) shall
state [[[the name of the director or partner]]] [who evidenced approval] and
the date of approval under sub-paragraph (2).
NOTE
[(5) For
the purposes of this paragraph and without prejudice to sub-paragraph (6), a
managing agent:
(a) shall
be treated as preparing quarterly accounts or figures if the requisite
particulars are recorded on a computer; and
(b) shall
be treated as providing copies of quarterly accounts or figures if the
requisite particulars are recorded in a computer and transmitted by electronic
means and without the delivery of any document.
(6) No
provision of this paragraph shall be treated as complied with by the production
by means of a computer of any material other than a document in writing or by
the delivery of any such material so produced by transmission by electronic
means, unless the form of the material and the method of transmission complies
with requirements for the time being prescribed by the Council.]
NOTE
[(7) The
Society shall, upon receiving the quarterly figures prepared under
sub-paragraph (1) made up to the latest month end referred to in that
sub-paragraph, publish the information contained in such quarterly figures to
the extent necessary for the purpose of enabling or facilitating compliance by
any member of the LloydÕs community, or by any connected person in relation to
such a member, with the requirements of any regulated market.
[(8) Upon
publishing under sub-paragraph (7) the information contained in any quarterly
figures prepared in respect of any syndicate, the Society shall send to every
membersÕ agent and to every corporate member in relation to which no membersÕ
agent acts as such in relation to that member:
(a) a
copy of those quarterly figures (other than those prepared in respect of a
syndicate consisting only of a single corporate member); and
(b) in
relation to those syndicates consisting only of a single corporate member, a
report showing the combined quarterly figures for all such syndicates.]
NOTE
[19A. Provision
of information to corporate members
(1) Every
managing agent shall in each year, in respect of each syndicate managed by it
at 31 December of the preceding year in which a corporate member participates
other than as the sole member of that syndicate, prepare a supplementary
syndicate return containing such information as the Council may from time to
time specify (the ÒSchedule 9A dataÓ).
(2) The
supplementary syndicate return shall be made up to 31 December of the preceding
year.
(3) Every
managing agent shall procure that every supplementary return prepared by it
under sub-paragraph (1) be audited and reported upon by the syndicate auditor
of the syndicate to which it relates.
(4) The
syndicate auditor shall make a report on every supplementary syndicate return
audited by him to the corporate members of the syndicate in respect of which
the supplementary syndicate return is prepared.
(5) The
report shall state whether in the opinion of the syndicate auditor the
supplementary syndicate return has been properly prepared in accordance with
such requirements as the Council may specify from time to time.
(6) Every
managing agent shall send to the Society a copy of every supplementary
syndicate return prepared by it under sub-paragraph (1) together with the
syndicate auditorÕs report which relates to that return by such date and in
such form and manner as the Council may from time to time specify.
(7) Subject
to sub-paragraph (8), the Society shall send to every corporate member
concerned a statement showing in respect of every syndicate in which that
member participates and in respect of which a supplementary syndicate return
has been received by the Society by the prescribed date that memberÕs share of
the Schedule 9A data contained in that return.
(8) The
Society shall not be obliged to send to a corporate member a statement under
sub-paragraph (7) unless the Society has received from the corporate member by
such date as the Council may from time to time specify:
(a) a request
in writing from that member for such a statement; and
(b) payment
of such sum in respect of or on account of such fees as the Council may from
time to time specify.
(9) Every
corporate member that makes a request for a statement under sub-paragraph (8)
shall pay to the Society such fees as the Council may from time to time specify
in connection with the preparation and provision of such statement.
(10) The
Council may grant to a managing agent such dispensation from the requirements
of this paragraph as it considers appropriate.]
NOTE
20. Provision
to Society of cash call statements
Every
managing agent shall, on making a request for funds under clause 7.1(a) of any
agreement in the form of the standard managing agentÕs agreement, forthwith send
to the Society a copy of any statement and report sent pursuant to clause
7.1(a)(ii) thereof to the underwriting member to whom the request is made.
[Part
EaÑRun Off Accounts
20A. General
duty of a managing agent
Every
managing agent which manages a syndicate having a run-off account shall close
that run-off account at the earliest possible time consistent with the proper
performance of its duties as the managing agent of that syndicate; and for that
purpose the following provisions of this part of this byelaw shall have effect.
20B. Review
of unclosed years of account
(1)
As early as practicable in each calendar year every managing agent shall
undertake a review of all years of account of syndicates which it manages which
are, or which it has reasonable cause to believe will become during that
calendar year, run-off accounts.
(2)
Following that review, the managing agent shall take all practicable steps to
close those years of account.
20C. Syndicate
auditor
In
carrying out any review under paragraph 20A the managing agent shall inform the
syndicate auditor as soon as it knows or has reasonable cause to believe that a
year of account of that syndicate is or may become a run-off account, and shall
provide the syndicate auditor with full details including the facts and
circumstances supporting that knowledge or reasonable belief. This paragraph
shall not oblige the managing agent to provide information or details which the
syndicate auditor already possesses.
20D. Reinsurance
to close
(1)
If a managing agent is unable to determine a premium for reinsurance to close
for an unclosed year of account of a syndicate it manages, being reinsurance
into a later year of account of that syndicate, it shall make enquiries as to
whether reinsurance to close can be obtained from another syndicate on
commercially acceptable terms.
(2)
If under sub-paragraph (1) a premium cannot be determined for reinsurance to
close, or if reinsurance to close cannot be obtained from another syndicate on
commercially acceptable terms, that fact and the underlying reasons shall be
stated in the run-off account report.
20E. Decision
to leave a year of account open
(1)
Prior to any decision to leave a year of account open as a run-off account, the
managing agent shall:
(a) take
into account all advice given by the syndicate auditor which is relevant to the
making of the decision; and
(b) prepare
a run-off account report stating:
(i) the
reasons why the year of account is to be left open, and why the managing agent
considers it is reasonable to do so, having regard to the interests of
underwriting members;
(ii) the
steps thus far taken by the managing agent in respect of that year of account,
in compliance with this byelaw; and
(iii) the
matters required to be stated under paragraph 20D(2).
(2)
The run-off account report shall be approved by resolution of the board of
directors of the managing agent or, if the managing agent is a partnership, by
decision of the partners in accordance with the partnership constitution. Such
approval shall be evidenced by the active underwriter and at least one director
of or partner in the managing agent (other than the active underwriter) signing
and dating one copy of the run-off account report.
(3)
Approval of a run-off account report as required by sub-paragraph (2) shall
constitute the run-off decision of the managing agent in respect of that year
of account.
20F. Syndicate
auditorÕs opinion
The
managing agent shall provide the syndicate auditor with a copy of the run-off
account report immediately upon the latter being approved under paragraph
25(2). The managing agent shall then procure that the syndicate auditor gives
its written opinion as to:
(a) whether
or not the managing agent has, in respect of the year of account in question,
complied with the relevant provisions of this byelaw; and
(b) whether
or not it was reasonable for the managing agent to have made the statements in
the relevant run-off account report.
20G. Communication
of run-off decision
Any
run-off decision shall forthwith be notified by the managing agent to the
Society and to all membersÕ agents representing relevant underwriting members
and any corporate member which is a relevant underwriting member. The managing
agent shall, with each such notification, provide a copy of the relevant
run-off account report and syndicate auditorÕs opinion.
20H. Consultative
meeting
(1)
As soon as practicable after notification under paragraph 20G, the managing
agent shall convene a meeting of all membersÕ agents representing relevant
underwriting members and any corporate member which is a relevant underwriting
member.
(2)
At the meeting, the managing agent shall draw attention to the contents of the
relevant run-off account report. The managing agent shall ensure that the
syndicate auditor is present at the meeting and that the syndicate auditor may
deal with all questions which are put in connection with the syndicate
auditorÕs opinion.
20I Review
of run-off decision
(1)
If at any time the managing agent considers that the run-off decision should be
reversed or modified, or that this may be appropriate after further enquiry, it
shall forthwith notify the Society and all membersÕ agents representing
relevant underwriting members and any corporate member which is a relevant underwriting
member.
(2)
If since the date of the syndicate auditorÕs opinion the syndicate auditor has
changed its view on any matter covered by that opinion, full details of the
change shall forthwith be given to the managing agent, to the Society and to membersÕ
agents representing relevant underwriting members and any corporate member
which is a relevant underwriting member.
20J. Progress
reports
(1)
The managing agent shall, not later 30th September in each year, prepare a
progress report made up to 30th June in that year describing any material
change known to the managing agent which affected the run-off account in
question and arose since the date of approval (under [paragraph 11] of this
byelaw) of the syndicate annual report made up to 31st December of the
preceding year. The progress report shall describe any steps taken under this
byelaw by the managing agent in relation to the run-off year of account in
question (including steps taken with a view to closure).
NOTE
(2)
A copy of each progress report shall immediately upon its completion be sent to
the Society and to all membersÕ agents representing relevant underwriting
members and any corporate member which is a relevant underwriting member.
(3)
The managing agent shall convene a meeting of all membersÕ agents representing
relevant underwriting members and any corporate member which is a relevant
underwriting member in order to discuss with them matters arising from a
progress report:
(a) if it
believes it to be necessary; or
(b) if so
requested by a majority of:
(i) the
relevant membersÕ agents; and
(ii) any
corporate members which are relevant underwriting members.
20K. Exemptions
The
Council may, in any case where it thinks fit, grant to a managing agent or a
membersÕ agent an exemption from some or all of the provisions of this part of
this byelaw.]
NOTE
Part
FÑMiscellaneous and supplementary
21. Special
provisions for run-off syndicates
(1) The
Council may generally or in a particular case, and wholly or in part, excuse
the managing agent concerned and, in the case of an underwriterÕs report, the
underwriter or run-off manager concerned, from compliance with any or all of
the provisions of this byelaw mentioned in sub-paragraph (2) where the latest
year of account of the syndicate to which an annual report, managing agentÕs
report or multiple syndicates report relates is a run-off account, to the
extent that such compliance would repeat identical information provided to the
same members of the syndicate at an earlier reference date.
(2) The
provisions referred to in sub-paragraph (1) are any of the provisions contained
in:
(a) Part
two of Schedule 4;
(b) Schedule
6;
(c) Paragraphs
(a), (d) and (f) of Schedule 7.
[21A.
Special provisions for single member corporate syndicates
(1)
The provisions of the byelaw mentioned in sub-paragraph (2) shall not apply in
relation to a syndicate consisting only of a single corporate member.
(2)
The provisions referred to in sub-paragraph (1) are any of the provisions of
this byelaw contained in:
(a) paragraph
6;
(b) sub-paragraphs
(b) and (d) of paragraph 7;
(c) paragraph
8(2)(e);
(d) paragraph
9;
(e) paragraphs
14, 15(d), 15(e) and 46 of Schedule 4;
(f) Schedule
6 other than paragraphs (h), (pa) and (q).]
NOTE
22. Powers
to prescribe
The
Council shall have the power to prescribe:
(a) the
period specified in paragraph 19(3);
(b) the
dates specified in paragraph 16 [and paragraph 19A];
[(bb) the format specified in
paragraph 16(9A);]
NOTE
(c) the
categorisation of syndicate operating expenses required by paragraph 6(1);
(d) the
times and sums specified in paragraph 18; [É]
(e) the
information and the form thereof referred to in paragraph 19[(1)];
[(f) the
manner in which approval is to be evidenced and referred to in paragraph 19(2);
and
(g) the
form of production and method of transmission referred to in paragraph 19(6).]
[(h) the
information, form and manner of transmission referred to in paragraph 19A;
(i) the
fees (including the amount of any payment on account of such fees) specified in
paragraph 19A].
NOTE
23. Time
limits
The
Council may upon application extend as it thinks fit any time limit in the
LloydÕs syndicate accounting rules.
24.
Revocations and amendments
(1) Subject
to paragraph 26 (transitional provisions), the Syndicate Accounting Byelaw (No.
11 of 1987) is revoked.
(2) The
provisions of Schedule 9 to this byelaw (miscellaneous and consequential
amendments) shall have effect.
25.
Commencement and application
(1)
Subject to the following provisions of this paragraph and to paragraph 26
(transitional provisions), this byelaw shall come into force on 1 January 1995.
(2)
Paragraph 6 (inception date allocation) of Schedule 3 to this byelaw applies in
relation only to the 1995 and subsequent years of account.
26.
Transitional provisions
(1)
Schedule 4 to this byelaw (form and content of annual reports) shall not apply
to annual reports required to be made up to a date before 1 January 1995 and
such annual reports shall instead comply with Schedule 4 to the Syndicate
Accounting Byelaw (No. 11 of 1987).
(2)
Where in relation to any annual report in respect of the syndicate required to
be made up to a reference date after 31 December 1994 in respect of a year of
account earlier than 1995 it is not reasonably practicable for the managing
agent to comply with the requirements of Schedule 4 to this byelaw (form and
content of annual reports) the Council may, on the application of the managing
agent, modify the requirements in relation to that syndicate and year of account
for the purpose of adapting them to the syndicateÕs circumstances.
(3)
In relation to an underwriterÕs report required to be made up to a date before
31 December 1995 the analysis of business by paragraph (a)(i) of Schedule 7 to
this byelaw for any year of account after 1990 shall be by reference to the
risk codes allotted to that business instead of the groups of classes specified
in paragraph 11(3) of Schedule 4.
(4)
In so far as paragraph (a)(ii) of Schedule 7 to this byelaw applies to a
description in an underwriterÕs report of reinsurance arrangements in force in
respect of business allocated to the 1987 year of account or any earlier year
of account, the words Òspecifying the aggregate amounts of the reinsurance
premiums due respectively to other LloydÕs syndicates, to insurance companies
authorised to carry on business in the United Kingdom, to EC companies and to
insurance companies which are neither so authorised nor EC companiesÓ shall not
apply, but such a description shall indicate the aggregate amounts of the
reinsurance premiums due respectively to other LloydÕs syndicates and to
insurance companies (wherever established).
[(5)
Paragraph 7 of Schedule 3 (accounting principles and policies) shall not apply
to an underwriting account or a balance sheet made up to a reference date
before 1 January 1995.]
NOTE
Schedule
1ÑInterpretation [paragraph 1]
1. General
Interpretation
[Òactive
underwriterÓ has the meaning given in paragraph 1(a) of the Underwriting Agents
Byelaw (No. 4 of 1984, 101);]
NOTE
[Òauthorised
personÓ has the meaning given in section 31(2) of the Financial Services and
Markets Act 2000;]
NOTE
[Òcash
callÓ means a request for funds made by a managing agent to members of a
syndicate under (as the case may be) the terms of the standard agency
agreement, standard sub-agency agreement, agreement in the form of the standard
managing agentÕs agreement or any other agency or sub-agency agreement
governing the membersÕ membership of the syndicate;]
Òcentral
fileÓ means the central file of annual reports maintained under paragraph 18(1)
of the byelaw;
ÒconsortiumÓ
has the meaning given to it in paragraph 1 of Schedule 1 to the Multiple
Syndicates Byelaw (No. 5 of 1989, 311);
[Òcontract
of insuranceÓ has the meaning given in Article 3(1) of the Regulated Activities
Order;]
NOTE
Òdefinitive
insurersÓ has the meaning given to ÒDefinitive InsurersÓ in clause 8.3 of the
standard managing agentÕs agreement;
ÒEC
companyÓ has the meaning given in section 2(6) of the Insurance Companies Act
1982;
[Òthe
Equitas Reinsurance ContractÓ means the reinsurance and run-off contract
entered into by Equitas Reinsurance Limited, Equitas Limited, the Society,
Additional Underwriting Agencies (No. 9) Limited (for itself and on behalf of
the members for whom it is appointed as substitute agent) and others pursuant
to paragraph 4 of the Reconstruction and Renewal Byelaw (No. 22 of 1995, 519)]
NOTE
ÒexecutiveÓ
means, in relation to an underwriting agent, a person who: (a) is a director of
or a partner in the underwriting agent, or a person in accordance with whose
instructions the directors or partners of the underwriting agent are accustomed
to act; or (b) in the case of a managing agent, is the active underwriter or
the run-off manager of any syndicate managed by the managing agent;
[Ògeneral
businessÓ means the business of effecting and carrying out general insurance
contracts;]
Note
This
definition was substituted with effect from 6 December 2001 by byelaw No. 6 of
2001.
[Ògeneral
insurance contractÓ means any contract of insurance falling within Part I of
Schedule 1 to the Regulated Activities Order;]
NOTE
[Ògross
claimsÓ means claims under contracts of insurance underwritten by the members
of a syndicate plus internal and external claims settlement expenses less
salvage or other recoveries, but before the deduction of reinsurance
recoveries;]
NOTE
Ògross
premiumsÓ means original and additional inward premiums, plus any amount in
respect of administration fees or policy expenses remitted with a premium, less
returns, commission and premium tax and levies, but before the deduction of
outward reinsurance premiums;
ÒinterestÓ
includes any interest whatsoever, other than, in relation to a given syndicate,
remuneration receivable by the managing agent of that syndicate in respect of
its duties as such;
[ÒLATF
personal reserve fundÓ means, in relation to a member of the Society, that part
of his LloydÕs American trust fund which is held at the direction of his
members agent or regulating trustee;]
Òline slipÓ
has the meaning given to it in paragraph 2 of the Schedule to the Binding
Authorities Byelaw (No. 9 of 1990, 314);
ÒlistedÓ
means listed on a recognised stock exchange within the meaning of the Companies
Act 1985, or listed on a recognised investment exchange, other than an overseas
investment exchange, within the meaning of the Financial Services Act 1986;
Òthe
LloydÕs syndicate accounting rulesÓ means: (a) this byelaw; (b) the Syndicate
Accounting Byelaw (No. 11 of 1987); (c) [the Audit Arrangements Byelaw (No. 7 of
1998, 117)];(d) every other byelaw or regulation made under LloydÕs Acts 1871
to 1982 and for the time being in force relating to the form or manner in which
managing agents are to account to underwriting members for whom they act as
such; and; (e) every requirement for the time being prescribed pursuant to any
byelaw or regulations referred to in (a) to (d) above;
NOTE
[Òlong term
businessÓ means the business of effecting and carrying out long term insurance
contracts;]
NOTE
[Òlong term
insurance contractÓ means any contract of insurance falling within Part II of
Schedule 1 to the Regulated Activities Order;]
NOTE
Òmanaging
agentÓ means, as the case may require: (a) an underwriting agent which is
listed as a managing agent on the register of underwriting agents maintained
under the Underwriting Agents Byelaw (No. 4 of 1984, 101); or (b) a person
appointed to act as a managing agent for an underwriting member under the
byelaw entitled ÒSubstitute AgentsÓ (No. 20 of 1983, 300);
Òmember of
a syndicateÓ means an underwriting member underwriting insurance business as a
member of a syndicate at LloydÕs;
ÒmembersÕ
agentÓ means, as the case may require: (a) an underwriting agent which is
listed as a membersÕ agent on the register of underwriting agents maintained under
the Underwriting Agents Byelaw (No. 4 of 1984, 101); or (b) a person appointed
to act as a membersÕ agent for an underwriting member under the byelaw entitled
ÒSubstitute AgentsÓ (No. 20 of 1983, 300);
ÒmembersÕ
agent pooling arrangementÓ or ÒMAPAÓ has the meaning given in paragraph 10(2)
of the Agency Agreements Byelaw (No. 8 of 1988, 310);
ÒmemberÕs
syndicate premium limitÓ has the meaning given to it in paragraph 1 of the
Schedule to the Membership Byelaw (No. 17 of 1993, 111);
Òmultiple
syndicates statementÓ means a statement prepared in respect of a syndicate
under paragraphs 7(1)(d) and 13 of this byelaw;
Ònet
claimsÓ means gross claims less reinsurance recoveries;
Ònet
premiumsÓ means gross premiums less outward reinsurance premiums;
Ònet
resultÓ means, in relation to a personal account and his participation in the
syndicate otherwise than through a MAPA, the aggregate of the profit or loss of
a member of a syndicate for the closed year or years of account to which the
personal account relates and of his run-off account result for any run-off
account to which the personal account relates, adjusted in each case for the
charges and expenses referred to in paragraph 2(a)(ii) to (vii) and (ix) and
(b) of Schedule 5 to this byelaw;
Ònet
underwriting result or balanceÓ means, in relation to a year of account of any
syndicate, the underwriting result or balance adjusted for profit or loss on
exchange and syndicate expenses;
Òoutward
reinsurance premiumsÓ means premiums in respect of reinsurance ceded net of
overriding commission and profit commission and includes deposit and adjustment
premiums;
[Òpremium
chargeÓ means the charge on premiums payable to the Society pursuant to the
requirements made by the Council of LloydÕs made on 7 August 1996 under the LloydÕs
Act 1982, the Power of Charging Byelaw (No. 12 of 1990, 510) and the
Reconstruction and Renewal Byelaw (No. 22 of 1995, 519);]
NOTE
[Òpersonal
reserve fundÓ has the meaning given in the Membership Byelaw (No. 17 of 1993,
111);]
Òpremium
taxÓ means any tax charged upon or any monies withheld from a premium by or on
behalf of any statutory, governmental, state, provincial or local authority,
body or official;
[Òprogress
reportÓ means a report referred to in paragraph 30(1);]
NOTE
Òprovisional
insurersÓ has the meaning given to ÒProvisional InsurersÓ in clause 8.2 of the
standard managing agentÕs agreement;
Òreference
dateÓ means the date on which an annual report or other document is to be made
up pursuant to paragraph 7 of this byelaw;
Òregistered
officeÓ means, in relation to an underwriting agent which is not a company
within the meaning of the Companies Act 1985, its principal place of business
for the time being (other than the Room);
Òreinsurance
balanceÓ means, in relation to the format set out in paragraph 5 of Schedule 4
to this byelaw for items shown in an underwriting account, item 7 (reinsurersÕ
share) less item 3 (outward reinsurance premiums);
Òreinsurance
recoveriesÓ means amounts receivable from reinsurers in respect of claims and
contributions to claims settlement expenses less any refunds to reinsurers in
respect of: (a) claims and contributions to claims settlement expenses; and (b)
salvage and other recoveries;
Òreinsurance
rexsumexÓ has the meaning given to it in paragraph 5 of this byelaw;
Òreinsurance
to closeÓ means [either:
(a) an
agreement under which underwriting members (the Òreinsured membersÓ) who are
members of a syndicate for a year of account (the Òclosed yearÓ) agree with
underwriting members who constitute that or another [[single]] syndicate for a
later year of account (the Òreinsuring membersÓ) that the reinsuring members
will discharge or procure the discharge of, or indemnify the reinsured members
against, all known and unknown liabilities of the reinsured members arising out
of insurance business underwritten through that syndicate and allocated to the
closed year of account, in consideration of:
(i) a
premium; and
(ii) either(aa)the
assignment, or agreement to assign, to the reinsuring members of all the rights
of the reinsured members arising out of or in connection with that insurance
business (including without limitation the right to receive all future
premiums, recoveries and other monies receivable in connection with that
insurance business); or
(bb)an
agreement by the reinsured members that the reinsuring members shall collect on
behalf of the reinsured members the proceeds of all such rights and retain them
for their own benefit so far as they are not applied in discharge of the
liabilities of the reinsured members;
(b) an
agreement underwritten by members of one or more syndicates and complying with
requirements made under paragraph 2(3) of this byelaw;
(c) a
syndicate run-off reinsurance contract between members of a syndicate for a
year of account and Centrewrite Limited, Lioncover Insurance Company Limited,
Equitas Reinsurance Limited or any other insurance company which is designated
by the Council for the purposes of this definition and [an authorised person
with permission to effect or carry out contracts of insurance;] whereby that
insurance company agrees to indemnify the members of the syndicate for that
year of account against all known and unknown liabilities arising out of
insurance business underwritten through the syndicate and allocated to that
year of account;
NOTE
(d) in
relation to the 1992 year of account or any earlier year of account of any
syndicate whose members have underwritten general business, the Equitas
Reinsurance Contract; [É]
(e) in
relation only to the 1993 year of account, 1994 year of account or 1995 year of
account of any syndicate whose members have underwritten general business, the
Equitas Reinsurance Contract, taken together with an agreement such as is
referred to in sub-paragraph (a) modified so as to reinsure the reinsured
members in relation only to such of the insurance business underwritten through
that syndicate and allocated to that year of account as has not been reinsured
under the Equitas Reinsurance Contract;] [or]
[(f) in
the case of a syndicate consisting only of a single corporate member which is
not closed by reinsurance to close by another person, the inclusion in the
underwriting account of that syndicate for the next following year of account
of an amount representing a provision for all known and unknown liabilities
attributable to the year of account which is closing; and for the purposes of
this byelaw, the amount representing such provision shall be treated as premium
in respect of such reinsurance to close;]
NOTE
[Òrelevant
underwriting membersÓ means, in relation to any year of account, underwriting
members comprising the syndicate for that year of account;]
NOTE
ÒreturnÓ
means a premium returned to an assured in respect of a policy underwritten or
subscribed by an underwriting member;
Òrisk codeÓ
means a risk code within the risk coding scheme introduced by the Committee
with effect from the 1991 year of account;
Òrun-off
accountÓ means a year of account which has not been closed as at the date at
which it would normally have been closed in accordance with the policies and
practices generally adopted in respect of the syndicate concerned;
[Òrun-off
account reportÓ means a report referred to in paragraph 25(1)(b);]
NOTE
Òrun-off
account resultÓ means, in relation to an annual report, the amount payable or
receivable at the reference date, in respect of a run-off account to which the
annual report relates, to or from the underwriting member or members for whom
the annual report is prepared;
[Òrun-off
decisionÓ means a decision referred to in paragraph 25(3);]
NOTE
Òrun-off
managerÓ has the meaning given to it in paragraph 1(a) of the Underwriting
Agents Byelaw (No. 4 of 1984, 101);
Òstandard
agency agreementÓ has the meaning given to it in paragraph 1 of the Agency
Agreements Byelaw (No. 1 of 1985, 304);
Òstandard
managing agentÕs agreementÓ means: (a) in relation to any member, the standard
managing agentÕs agreement (general) (as defined in the Agency Agreements
Byelaw (No. 8 of 1988, 310)); and (b) in relation to a corporate member, the
standard managing agentÕs agreement (corporate member) (as defined in the
Agency Agreements Byelaw (No. 8 of 1988, 310));
Òstandard
sub-agency agreementÓ has the meaning given to it in paragraph 1 of the Agency
Agreements Byelaw (No. 1 of 1985, 304);
Òstock
lending arrangementÓ means an arrangement mentioned in section 129(2) of the
Income and Corporation Taxes Act 1988, and any reference to a ÒloanÓ of
investments pursuant to such an arrangement means a transfer mentioned in
sub-section (2) from the person there referred to as ÒCÓ to the person there
referred to as ÒBÓ, and ÒlendÓ and ÒlentÓ shall be construed accordingly;
Òsubstitute
agentÓ means a person appointed to act as agent for an underwriting member
under the byelaw entitled ÒSubstitute AgentsÓ (No. 20 of 1983, 300);
ÒsyndicateÓ
means a group of [members of LloydÕs or a single corporate member underwriting
insurance business at LloydÕs through the agency of a managing agent to which a
particular syndicate number is assigned by or under the authority of the Council;]
Òsyndicate
allocated capacityÓ means, in relation to a syndicate, the aggregate of the
memberÕs syndicate premium limits of all the members for the time being of the
syndicate;
Òsyndicate
auditorÓ means, in relation to a syndicate, the person for the time being
holding the office of syndicate auditor under LloydÕs Acts 1871 to 1982 and the
byelaws made thereunder;
[Òsyndicate
auditorÕs opinionÓ means an opinion referred to in paragraph 26;]
NOTE
Òunderwriting
balanceÓ means net premiums plus any premiums received in respect of the
reinsurance to close a previous year of account less net claims as stated in an
underwriting account for an open year of account;
Òunderwriting
resultÓ means net premiums plus any premiums received in respect of the
reinsurance to close a previous year of account less net claims and reinsurance
to close as stated in an underwriting account for a closed year of account.
NOTE
2. Closed
years of account
For
the purposes of this byelaw a year of account of a syndicate shall be treated
as being closed at the time as from which reinsurance to close that year of
account takes effect; and a year of account shall be treated as open until it
is closed.
3.
Construction of references to syndicates
(1) For
the purpose only of construing any provision of the LloydÕs syndicate
accounting rules the several groups of underwriting members of which in
different years a particular syndicate number is assigned by or under the
authority of the Council shall be treated as the same syndicate, notwithstanding
that they may not comprise the same underwriting members with the same
individual participations.
(2) In
the LloydÕs syndicate accounting rules, except where it is expressly otherwise
provided, references to assets or liabilities of a member of a syndicate, or to
anything
done by or
to a member of a syndicate or by or to any person on his behalf, shall be
construed as references to assets or liabilities employed or incurred by him,
or to things done by or to him or such other person on his behalf, in the
course of or in relation to the underwriting business carried on by him through
that syndicate.
(3) Where
a managing agent manages two or more syndicates which comprise the same
underwriting members with the same individual participations, those syndicates
may for the purposes of the LloydÕs syndicate accounting rules be grouped
together and treated as a single syndicate.
4. Former
underwriting members and personal representatives, etc.
Except
where the context otherwise requires:
(a) references
in the LloydÕs syndicate accounting rules to an underwriting member or to a
member of a syndicate include a person who was at any relevant time an
underwriting member or a member of that syndicate (as the case may be); and
(b) references
in the LloydÕs syndicate accounting rules to an underwriting member or to a
member of a syndicate include references to his personal representatives,
trustee in bankruptcy, curator bonis, receiver or committee or any other person
by law entitled or bound to administer his affairs.
5.
Construction of references to managing agents
(1) A
managing agent is an Òassociated managing agentÓ in relation to another
managing agent (and such other managing agent is an Òassociated managing agentÓ
in relation to it) for the purposes of this byelaw if:
(a) that
managing agent is a related company of the other managing agent; or
(b) any
of the following persons:
(i) that
managing agent; or
(ii) any
director of or partner in that managing agent; or
(iii) any
related company of that managing agent; or
(iv) any
director of such related company; or
(v) any
person who controls that managing agent;
controls
the other managing agent.
(2) For
the purpose of sub-paragraph (1):
(a) a
person controls a body corporate if, either alone or with any associate or
associates, he is entitled to exercise or control the exercise of, one-third or
more of the voting power at any general meeting of the body corporate or
another body corporate of which it is a subsidiary; and
(b) a
person controls a partnership if:
(i) the
partners are accustomed to act in accordance with instructions or directions
given by him, either alone or with those of any associate or associates (other
than by reason only that they act on advice given in professional capacity); or
(ii) either
alone, or with any associate or associates, he is entitled to exercise, or
control the exercise of, one-third or more of the voting power at any meeting
of the partners.
(3) In
sub-paragraph (2) ÒassociateÓ in relation to any person, means that personÕs
spouse or minor child or minor step-child, any body corporate of which that
person is a director, any person who is an employee or partner of that person
and, if that person is a body corporate, any subsidiary of that body and any employees
of any such subsidiary.
Schedule
2ÑAdditional Provisions About Accounting Records [Paragraph 3]
1. Without
limiting the generality of paragraph 3(2) and (3) of this byelaw, the
accounting records shall contain:
(a) entries
from day to day of all sums of money received and expended by the managing
agent for the account of the members of the syndicate and the matters in
respect of which the receipt or expenditure took place;
(b) entries
from day to day, identified by year of account and by class of business, of
transactions processed which affect the underwriting balance;
(c) a
record of the assets and liabilities of the members of the syndicate;
(d) calculations
and other relevant information relating to each reinsurance to close and each
amount retained to meet known and unknown liabilities;
(e) cover
notes and wordings of all contracts of reinsurance effected for the benefit of
the members of the syndicate;
(f) every
reinsurance rŽsumŽ prepared under paragraph 5 of the byelaw in respect of the syndicate;
and
(g) every
statement of policy as to the allocation of syndicate expenses prepared under
paragraph 6 of the byelaw.
2. Separate
accounting records shall be maintained in respect of each prescribed currency
in which transactions entered into for the account of the members of the
syndicate are denominated; and for this purpose Òprescribed currencyÓ means
sterling, United States dollars, Canadian dollars and such other currencies as
may from time to time be prescribed for this purpose by the Council.
3. (1) All
accounting records which a managing agent is required by the LloydÕs syndicate
accounting rules to keep shall be preserved by it for not less than the
appropriate period; and for this purpose Òthe appropriate periodÓ means, in
relation to any such accounting records, the period for which a prudent
underwriting agent in the position of the managing agent would consider it
necessary to preserve those accounting records in order properly:
(a) to
fulfil its obligations to underwriting members for whom it acts as underwriting
agent at LloydÕs; and
(b) to
comply, and to enable those underwriting members to comply, with all applicable
requirements of the LloydÕs syndicate accounting rules and of the Insurance
Companies Act 1982 and regulations made thereunder.
(2) Without
prejudice to the generality of sub-paragraph (1), such accounting records shall
be preserved:
(a) in
the case of a contract of insurance which is effected by the assured otherwise
than for the purposes of a business carried on by him, and in respect of which
the assured instructs the LloydÕs broker or other intermediary, or otherwise
places the contract, from an address of the assured within the United Kingdom,
for not less than 15 years after the latest of:
(i) the
expiry of the insurance;
(ii) the
final settlement of the latest claim made under the contract; and
(iii) the
final adjustment (where applicable) of any premiums paid in respect of the
contract;
(b) in
the case of any other contract of insurance:
(i) in
the case of records relating to claims, for not less than 15 years after the
final settlement of the latest claim made under the contract; and
(ii) in
any other case, for not less than 80 years after the contract is effected.
Schedule
3ÑFundamental Principles and Statements of Accounting Policies [Paragraph 10]
1. Items
which affect more than one year of account shall be accounted for so as to
ensure a treatment which is equitable as between the members of the syndicate
affected; and in particular the amount charged by way of premium in respect of
reinsurance to close shall, where the reinsuring members and the reinsured
members are members of the same syndicate for different years of account, be
equitable as between them, having regard to the nature and amount of the
liabilities reinsured.
2. Accounting
policies shall be applied so as to ensure uniform treatment of like items in
respect of each year of account and shall be applied consistently throughout
each year of account and from one year of account to the next.
3. The
amount of any item included in an underwriting account for a closed year of
account or run-off account shall be determined on a prudent basis.
4. All
income and charges relating to a closed year of account or run-off account
shall be taken into account in the underwriting account prepared in respect of
that year of account, without regard to the date of receipt or payment.
5. Underwriting
accounts shall be prepared on a cash receipts and payments basis for open years
of account other than run-off accounts save that reinsurance recoveries due but
not received in respect of claims paid shall also be taken into account.
6. Premiums
and claims in respect of insurance contracts underwritten by members of the
syndicate shall be allocated to the year of account corresponding to the
calendar year in which the contract incepts, except as follows:
(a) premiums
and claims in respect of insurance contracts underwritten under a binding
authority, line slip or consortium arrangement shall be allocated to the year
of account corresponding to the calendar year of inception of the binding
authority, line slip or consortium arrangement;
(b) premiums
and claims in respect of insurance contracts of which the inception date is
unknown at the date when the contract is concluded shall be allocated to such
year of account as the lead underwriter shall specify;
(c) premiums
and claims in respect of insurance contracts underwritten by provisional
insurers for which there are subsequently no other definitive insurers shall be
allocated in such a way as to be equitable as between the members of the
syndicate concerned [;
(d) premiums
and claims either in respect of intra-syndicate or transfer of assets
reinsurance to close contracts.]
NOTE
7. Syndicate
operating expenses shall be allocated to the year of account for which they are
incurred.
8. Without
prejudice to the generality of paragraph 10(5) of the byelaw, every annual
report shall include a statement of the following policies (or such of them as
may be applicable to the syndicate concerned):
(a) the
number of years for which each year of account of the syndicate is normally to
be kept open;
(b) the
basis on which premiums and claims (including any related reinsurance premiums
and recoveries) are allocated to a particular year of account;
(c) the
basis on which underwriting transactions are included in a particular
underwriting account;
(d) the
basis on which premiums, claims and anticipated losses on open years of account
are treated;
(e) the
year of account into which the reinsurance to close each year of account is
effected;
(f) the
basis on which investment income and investment appreciation or depreciation
are computed and are apportioned over different years of account, and the
reasons for any changes in that basis;
(g) the
basis of translation of foreign currency items;
(h) the
basis on which U.K. taxation is provided; and
(i) the
basis on which U.S. and Canadian taxation is charged in the personal accounts.
9. Where
there is a change in any of the principal accounting policies adopted in
relation to a syndicate, the nature and effect of the change shall be stated in
every subsequent annual report which includes an underwriting account in
respect of a
relevant
year of account; and for the purposes of this paragraph Òrelevant year of
accountÓ means a year of account in respect of which an underwriting account
has previously been prepared under the principal accounting policies adopted
before the change.
Schedule
4ÑAdditional Provisions About Form and Content of Annual Reports [Paragraphs 4,
8, 10]
Part
IÑUnderwriting Accounts and Balance Sheets
Section
AÑGeneral Rules
1. Subject
to the following provisions of this Part of this Schedule:
(a) every
underwriting account included in an annual report shall show the items listed
in the underwriting account format set out in paragraph 5 of this Schedule; and
(b) every
balance sheet included in an annual report shall show the items listed in the
balance sheet format set out in paragraph 16 of this Schedule,
in either
case in the order and under the headings and sub-headings given in the relevant
format.
2. Any
item required in accordance with paragraph 1 to be shown in an underwriting
account or balance sheet may be shown in greater detail than so required.
3. An
underwriting account or balance sheet may include an item representing or
covering the amount of any asset or liability, income or expenditure not
specifically covered by any of the items listed in the underwriting account or
balance sheet format.
4. Subject
to the provisions of this Schedule, amounts in respect of items representing
income or assets may not be set off against amounts in respect of items
representing expenditure or liabilities (as the case may be), or vice versa.
Section
BÑRequired Formats
UNDERWRITING
ACCOUNTS
[5. Format
of underwriting accounts
(1) The
underwriting account format set out below under the heading ÒUnderwriting
accountsÑGeneral businessÓ shall apply to general business.
(2) The
underwriting account format set out below under the heading ÒUnderwriting
accountsÑLong term businessÓ shall apply to long term business.
Underwriting
accountsÑGeneral business
1. Syndicated
allocated capacity
2. Gross
premiums written (net of brokerage)
3. Outward
reinsurance premiums
4. Net
premiums
5. Reinsurance
to close premiums received from earlier years of account
6. Gross
claims paid
7. ReinsurersÕ
share
8. Net
claims
9. Reinsurance
premiums paid to close the account
10. Profit or
loss on exchange
11. Syndicate
operating expenses
12. Balance on
technical account
13. Investment
income
14. Investment
expenses and charges
15. Investment
gains less losses
16. Profit or
loss/balance on ordinary activities
17. Extraordinary
income/charges
18. Profit or
loss for the closed year of account/balance on open year
Underwriting
accountsÑLong term business
1. Syndicate
allocated capacity
2. Gross
premiums written (net of brokerage)
3. Outward
reinsurance premiums
4. Net
premiums
5. Reinsurance
to close premiums received from earlier years of account
5A. Investment
income
5B. Gains on
the realisation of investments
5C. Unrealised
gains on investments
6. Gross
claims paid
7. ReinsurersÕ
share
8. Net
claims
9. Reinsurance
premiums paid to close the account
10. Profit or
loss on exchange
11. Syndicate
operating expenses
12. Sub-total
13. Investment
expenses and charges
14. Losses on
the realisation of investments
15. Unrealised
losses on investments
16. Profit or
loss/balance on ordinary activities
17. Extraordinary
income/charges
18. Profit or
loss for the closed year of account/balance on open year]
NOTE
6. All
the items listed in the format shall be expressed in sterling and, subject to
paragraph 10, shall show the cumulative figures as at the reference date in
respect of the year of account to which the underwriting account relates.
7. Subject
to paragraph 8(7), a heading or sub-heading corresponding to an item listed in
the format shall not be included in an underwriting account if there is no
amount to be shown for that item at the reference date in respect of the year
of account to which the underwriting account relates.
8.
(1) Every underwriting account, other than the first underwriting account
relating to a particular year of account, shall in respect of each item show
both the corresponding amount for the same year of account as at the
immediately preceding reference date and the transactions for that year of
account for the year ending on the reference date.
(2) Every
underwriting account, other than an underwriting account relating to the first
year of account of a syndicate, shall in respect of each item shown show the
corresponding amount for the immediately preceding year of account.
(3) The
underwriting account prepared in respect of a run-off account as at the
reference date at which that run-off account would normally have been closed
shall in respect of each item shown show the corresponding amount for the
immediately preceding year of account and shall state whether the immediately
preceding year of account is a run-off account.
(4) Where
an analysis of any item of an underwriting account is required by any provision
of the LloydÕs syndicate accounting rules [except paragraphs 11 and 13 of this
Schedule] to be given in a note to that underwriting account, the note shall
give a like analysis of the corresponding amount for the immediately preceding
year of account.
NOTE
(5) In
sub-paragraphs (2), (3) and (4) Òthe corresponding amountÓ means the amount
which was or would have been shown in respect of the relevant item in an
underwriting account prepared in respect of the immediately preceding year of
account as at the immediately preceding reference date in accordance with the
same requirements and accounting principles as those applicable to the annual
report in question.
(6) Where
the corresponding amount required by this paragraph 8 is not comparable with
the amount to be shown for the item in question in respect of the year of
account and the year ended on the reference date to which the underwriting
account relates the former amount shall be adjusted and particulars of the
adjustment and the reasons for it shall be given in a note to the underwriting
account.
(7) Paragraph
7 shall not apply in any case where an amount can be shown for the item in
question in respect of the year of account immediately preceding that to which
the underwriting account relates, and that amount shall be shown under the
heading required by the format for that item.
[8A. Where
before the closure of the year of account the managing agent has directed the
transfer from the premiums trust funds held on behalf of the members of the
syndicate for that year of account to the LATF personal reserve funds of those
members, no exchange gain or loss between the date of the transfer and the
reference date on the amounts so transferred shall be taken into account in
calculating the profit or loss for that year of account.]
NOTE
[8B.
Where the managing agent proposes to charge an amount for actual reinsurance
bad debts or a provision for bad or doubtful reinsurance debts in the
underwriting account, such amount shall not be treated as a syndicate operating
expense and accordingly shall not be shown or included in item 11 in the
underwriting account format.]
NOTE
9. Special
provisions for open years other than run-off accounts
An
underwriting account prepared in respect of an open year of account [for
general business] which is not a run-off account shall show as the balance on
the technical account (item 12) the excess of net premiums received over the
net claims and syndicate operating expenses paid.
NOTE
10. Special
provisions for run-off accounts
(1) The
requirements of paragraphs 5 to 8(1) apply to underwriting accounts prepared in
respect of a run-off account with the modifications set out in this paragraph.
(2) In
relation to the underwriting accounts prepared at the date at which the run-off
account would normally have been closed under the accounting policy disclosed
pursuant to paragraph 8(a) of Schedule 3 to this byelaw:
(a) item
9 in the format shall refer to Òthe amount retained to meet all known and
unknown outstanding liabilitiesÓ; and
(b) items
16 and 18 in the format shall refer to Òthe result for theÉyears ended 31
DecemberÉfor theÉrun-off accountÓ.
(3) Every
subsequent underwriting account prepared in respect of that run-off account
while it remains open shall show the transactions in respect of that run-off
account in the year ended on the reference date under the headings listed in
the format except that:
(a) for
items 5 and 9 in the format there shall be substituted Òthe amount retained to
meet all known and unknown outstanding liabilitiesÓ at the beginning and at the
end of that year respectively;
(b) items
16 and 18 in the format shall refer to Òthe result for the year ended 31
DecemberÉfor the Érun-off accountÓ;
and shall
also show the cumulative transactions as at the reference date under the
headings listed in the format, with the modifications specified in
sub-paragraph (2)(a) and (b).
(4) In
relation to the underwriting account prepared at the date at which that run-off
account is closed:
(a) item
5 in the format shall refer to Òthe amount retained to meet all known and
unknown outstanding liabilitiesÓ at the beginning of the period ended on that
date; and
(b) items
16 and 18 in the format shall refer to Òthe result for theÉendedÉfor
theÉrun-off accountÓ.
The
underwriting account shall also show the cumulative transactions to the date at
which that run-off account is closed under the headings listed in the format,
without modification.
11.
Particulars of business written
General
business
(1)
In the case of every underwriting account, as regards general business, a note
to the underwriting account shall disclose the following cumulative amounts:
(a) gross
premiums written;
(b) gross
claims paid;
(c) gross
operating expenses; and
(d) the
reinsurance balance.
(2) The
amounts required to be disclosed by sub-paragraph (1) shall be analysed between
direct insurance and reinsurance acceptances, if reinsurance acceptances amount
to 10 per cent. or more of gross premiums written.
(3) Subject
to sub-paragraph (4), the amounts required to be disclosed by sub-paragraphs
(1) and (2) with respect to direct insurance shall be further analysed into the
following groups of classes:
(a) accident
and health;
(b) motor
(third party liability);
(c) motor
(other classes);
(d) marine,
aviation and transport;
(e) fire
and other damage to property;
(f) third-party
liability;
(g) credit
and suretyship;
(h) legal
expenses;
(i) assistance;
and
(j) miscellaneous,
where the
amount of gross premiums written in direct insurance for the group in question
exceeds 10 million [EUROs].
NOTE
(4) The
note shall in any event disclose the amounts relating to the three largest
groups of classes in the syndicateÕs business.
12. Long
term business
(1) In
the case of every underwriting account of a syndicate through which long term
business is written, as regards such business a note to the underwriting
account shall disclose:
(a) gross
premiums written; and
(b) the
reinsurance balance.
(2) Subject
to sub-paragraph (3):
(a) gross
premiums written shall be analysed between direct insurance and reinsurance
acceptances; and
(b) gross
premiums written by way of direct insurance shall be analysed:
(i) between
individual premiums and premiums under group contracts; and
(ii) between
periodic premiums and single premiums.
(3) Disclosure
of any amount referred to in sub-paragraph (2)(a) or (2)(b)(i) or (ii) shall
not be required if it does not exceed 10 per cent. of the gross premiums
written or (as the case may be) of the gross premiums written by way of direct
insurance.
13.
Geographical origin of business
In
the case of every underwriting account, there shall be disclosed as regards
both general and long term business the total gross direct insurance premiums
resulting from contracts concluded by the syndicate:
(a) in
the United Kingdom;
(b) in
any other Member State of the European Community; and
(c) in
other countries.
14.
Syndicate operating expenses
(1) The
following matters shall be stated in respect of syndicate operating expenses in
a note to the underwriting accounts:
(a) the
basis on which expenses incurred by or on behalf of the managing agent
(including the active underwriter or run-off managerÕs remuneration and related
costs) have been charged to the members of the syndicate, including where
appropriate details of apportionment between members or groups of members of
the syndicate, members of other syndicates and the managing agent;
(b) the
basis of the allocation or apportionment of expenses to a particular year of
account;
(c) the
cumulative amounts charged to the members of the syndicate by way of syndicate
operating expenses in respect of each of the open and the closed years of
account as at the reference date relating to:
(i) salaries
and related costs;
(ii) costs
of accommodation;
(iii) interest
payable;
[[É]]
[ [[(iv)]] premium charge;]
[[(iva) processing costs;
(ivb) overseas
operating expenses;]]
(v) syndicate
auditorÕs remuneration (whether in respect of audit services or otherwise,
analysed correspondingly);
[[[(vi) fees of other
professional advisers;
(vii) charges
relating to usage of fixed assets;
(viii) regulatory
levy;]]]
[[[(ix)]]] other expenses (analysed to show any
material category of expenses included therein); and
[[[[(x)]]] total expenses;
NOTE
(d) if
the amount shown in respect of (c)(i) for any year of account consists of or
includes profit related remuneration as defined below, the aggregate amount of
such profit related remuneration and the basis on which it has been determined;
and for the purposes of this paragraph 14 Òprofit related remunerationÓ means
remuneration wholly or partly calculated by reference to, or otherwise varying
with, the profits or results of the syndicate (including, in the case of an
open year of account, the underwriting or year of account balance) for the
relevant year of account;
(e) where
in relation to the syndicate, or any group of members of the syndicate, the
managing agent has not followed the recommendations contained in the Code of
Practice for Underwriting Agents on Syndicate Expenses approved by the Council
on [6 September 2000] (as for the time being amended), a
statement
of the nature and effect of, and the reasons for, the course of action taken by
the managing agent;
NOTE
(f) particulars
of any expenses
(i) allocated
or charged to the members, or a group of members, of the syndicate
(aa) of an exceptional
amount or
(bb) of a nature not
mentioned in the statement of policy required to be prepared under paragraph 6
of the byelaw in respect of the syndicate and year of account; or
(ii) allocated
or charged on a basis other than that stated in the statement of policy;
(g) the
aggregate amount of any remuneration of whatsoever nature paid to, or for the
benefit of, the active underwriter or run-off manager during the year ended on
the reference date, and charged to the members of the syndicate by way of
syndicate operating expenses in respect of any year of account, including
salary, fees, any contributions paid in respect of him under any pension scheme
and any compensation for loss of office.
(2) Where
a management fee is charged by or on behalf of the managing agent, that fact
shall be stated and an estimate of the constituent parts of that fee shall be
made so as to provide any information necessary to comply with this paragraph.
15.
Additional information to be given in notes to underwriting accounts
The
following information shall, if not contained in the relevant underwriting
account, be given in a note to that underwriting account:
(a) in
the case of every underwriting account, an explanation of the basis on which
commission and brokerage are charged and an estimate of the average rate of
commission and brokerage for each of the main lines of business written by the
syndicate;
(b) in
the case of every underwriting account, the respective amounts charged in the
underwriting account for actual bad debts written off and for the movement in
provisions for bad debts;
(c) in
the case of every underwriting account, an analysis of the amount shown in
respect of item 9 (Òreinsurance premiums paid to close the accountÓ or, in the
case of a run-off account, Òthe amount retained to meet all known and unknown
liabilitiesÓ), so as to show separately the amount of each of the following
items taken into account in assessing the relevant premium or amount:
(i) gross
notified outstanding claims;
(ii) reinsurance
recoveries anticipated in respect of (i);
(iii) net
notified outstanding claims;
(iv) provision
for gross claims incurred but not reported;
(v) reinsurance
recoveries anticipated in respect of (iv);
(vi) provision
for net claims incurred but not reported;
(vii) net premium
for reinsurance to close the year of account/amount retained to meet all known
and unknown liabilities;
and
where any of the items specified in (i) to (vii) includes an exceptional item,
the exceptional item shall be shown separately and information sufficient to
explain its nature and effect shall be given (and, in particular, where either
of the items specified in (ii) or (v) includes an exceptional item the basis on
which that exceptional item is valued shall be stated);
[(d) in the case
of an underwriting account in respect of a year of account which has been or
normally would have been closed as at the reference date or earlier, an
analysis of the amount shownÑ
(i) as
regards general business, in respect of item 12 (Òbalance on technical
accountÓ), before deducting profit or loss on exchange and syndicate operating
expenses; and
(ii) as
regards long term business, in respect of item 12 (Òsub-totalÓ), before
deducting profit or loss on exchange and syndicate operating expenses and after
deducting the respective amounts shown in respect of items 5A, 5B and 5C
so
as to show separatelyÑ
(A) the
amount attributable to business allocated to the year of account to which the
underwriting account relates (other than business referred to in (B)); and
(B) the
amount attributable to business which is included in the underwriting result
for that year of account by virtue of reinsurance to close an earlier year of
account;]
NOTE
(e) in
the case of every underwriting account, an analysis of the amounts shown [, as
regards general business,] in respect of items 13, 14 and 15, [and, as regards
long term business, items 5A, 5B, 5C, 13, 14 and 15,] so as to show separately
the amounts of:
NOTE
(i) investment
income receivable; and
(ii) amounts
payable or receivable in respect of interest accrued on investments sold or
purchased (including any deemed sale and acquisition on a revaluation as at the
reference date);
(f) in
the case of every underwriting account which includes income and gains arising
before 1 January 1994:
(i) an
analysis of the amounts shown in respect of items 13, 14 and 15 so as to show
separately the amounts of:
(aa) investment
appreciation or depreciation relevant for U.K. capital gains tax;
(bb) investment
appreciation or depreciation on assets exempt from U.K. capital gains tax;
(ii) the
amount provided for tax in respect of capital gains on the amount shown in
respect of item 15 (investment gains less losses) and the method used in
calculating such amount or, as the case may be, in determining that no such
provision should be made;
(iii) where
the underwriting account relates to a closed year of account or run-off account
in respect of which allowable losses for the purpose of computing tax in
respect of capital gains are expected to arise, the amount of such allowable
losses;
(g) (i)in
the case of any syndicate in respect of which separate funds are maintained in
relation to different groups of members of the syndicate, a statement of the
basis on which any provision for taxation is allocated between those groups;
(ii)a
statement of why (as the case may be) a tax charge is not shown and of the
basic rate applicable for amounts of tax deducted at source; and
(iii)any
other information relating to taxation which the managing agent considers
appropriate.
[(h) in the case
of an underwriting account in respect of a year of account which has been or
normally would have been closed as at the reference date or earlier:
(i)an
analysis of the amount shown in respect of item 18 (profit or loss for the
closed year of account/balance on open year) so as to show separately,
expressed in the relevant currency, the proportion thereof attributable to
business underwritten in sterling, US dollars and Canadian dollars;
(ii)where
the managing agent expects to distribute profits in a currency other than
sterling, an estimate of the aggregate amount expected to be distributed in
each currency.]
NOTE
BALANCE
SHEETS
16. Format
of balance sheets
Assets
1.
Financial investments
(a) shares
and other variable-yield securities and units in unit trusts
(b) debt
securities and other fixed-income securities
(c) participation
in investment pools
(d) loans
guaranteed by mortgage
(e) other
loans
(f) deposits
with credit institutions
(g) other.
2. Deposits
with ceding undertakings
3. Debtors
(a) arising
out of direct insurance operations
(b) arising
out of reinsurance operations
(c) other.
4. Other
assets
(a) tangible
assets
(b) cash
at bank and in hand
(c) other.
5.
Prepayments and accrued income
Liabilities
[1. (a)Profit
(or loss) for the closed year/balance on run-off account at 36 months/calendar
year result for run-off account at 48 months (or subsequent date)
(b)Uncalled
losses at previous reference date on run-off account or earlier closed year of
account
2. (a)Balances
on open years at 12 months or 24 months
(b)Amounts
retained to meet outstanding liabilities of run-off accounts.]
NOTE
3. Deposits
received from reinsurers
4.
Creditors
(a) arising
out of direct insurance operations
(b) arising
out of reinsurance operations (other than item 3 above)
(c) amounts
owed to credit institutions
(d) other
creditors (including taxation and social security).
5. Accruals
and deferred income
17.
All the items listed in the format shall be expressed in sterling.
18.
Items to which letters are assigned in the balance sheet format set out in
paragraph 16 (except for Liabilities items [1(a) and (b)] 2(a) and (b)) may be
combined in a balance sheet but the individual amounts of any items so combined
shall be disclosed in a note to the balance sheet and any notes required by
this Schedule to the items so combined shall be given notwithstanding the
combination.
NOTE
19.
(1) Where a balance sheet includes more than one [year of account under any of
the headings and sub-headings shown under Liabilities items 1 and 2 in the
format, separate amounts shall be shown in respect of each of the years of
account concerned under each heading and sub-heading concerned.]
NOTE
(2)
A note to Liabilities items 1 and 2 shall show the profit or loss for the
closed year of account and the balances on open years of account or run-off
accounts both before and after deduction of personal expenses.
(3) [Where
before the closure of a year of account the managing agent has:
(a) directed
the transfer from the premiums trust funds held on behalf of the members of the
syndicate for that year of account to the personal reserve funds or LATF
personal reserve funds of those members; or
(b) made
a cash call on members of the syndicate for that year of account,
then:
(i) the
amount shown for Liabilities item 1(a) in respect of the profit or loss for a
closed year of account or the balance on a run-off account at 36 months shall
be adjusted for the aggregate amount transferred, or (as the case may be) the
aggregate amount of the cash call made, in respect of that year of account;
(ii) the
heading for that item shall be ÒBalance on closed year of account/balance on
run-off account at 36 monthsÓ;
(iii) the
amount shown for Liabilities item 2(a) in respect of the balance on open years
of account shall be adjusted for the aggregate amount transferred in respect of
that year of account; and
(iv) a
note to each such item shall give particulars of the transfer or cash call.]
NOTE
[(4) Where
before the closure of a year of account the managing agent has directed the
transfer from the premiums trust funds held on behalf of the members of the
syndicate for that year of account to the LATF personal reserve funds of those
members, the amounts so transferred shall for the purposes of sub-paragraph (3)
be translated at the exchange rate applicable at the reference date.]
NOTE
20. Subject
to paragraph 21(3), a heading or sub-heading corresponding to an item listed in
the format shall not be included if there is no amount to be included in
respect of that item at the reference date.
21.
(1) Every balance sheet, other than that included in the first annual
report prepared in respect of a syndicate, shall show the corresponding amount
as at the previous 31 December for each item specified in paragraph 16.
(2) Where
the corresponding account is not comparable with the amount to be shown for the
item in question in respect of the reference date to which the balance sheet
relates, the former amount shall be adjusted and particulars of the adjustment
and the reasons for it shall be given in a note to the balance sheet.
(3) Paragraph
20 shall not apply in any case where an amount can be shown for the item in
question in respect of the 31st December immediately preceding the reference
date, and that amount shall be shown under the heading or sub-heading required
by the format for that item.
22. (1)
Separate figures shall be given, either in the balance sheet or in a note, in
respect of amounts payable or realisable within twelve months of the reference
date and amounts payable or realisable thereafter.
(2)
If any liabilities are payable more than five years after the reference date
the aggregate amount of each such liability shall be stated in a note, together
with the terms of payment and the rate of interest payable, if any.
23. (1)
Details of any amount borrowed for the account of the members of the syndicate
during the year ended on the reference date shall be given if the borrowing is
material in amount and for a material period, including particulars of any such
amounts borrowed from the members of any other syndicate.
(2) For
the purpose of sub-paragraph (1):
(a) an
amount shall be deemed to be material if it exceeds 5 per cent. of the
syndicate allocated capacity for the latest year of account to which the annual
report relates; and
(b) a
period shall be deemed to be material if it exceeds 14 days.
24. Amounts
included in Assets items 2 and 3 (deposits with ceding undertakings and
debtors) shall be stated after making adequate provision for bad and doubtful
debts, and shall be analysed in a manner appropriate to the circumstances of
the syndicate.
25. If
any of the assets included in the balance sheet is subject to any mortgage or
charge, that fact shall be stated in the annual report.
26. Stock
lending
Where
during the year ended on the reference date investments comprised in premiums
trust funds held on behalf of any members of the syndicate have been lent in
pursuance of any stock lending arrangement the annual report shall state:
(a) the
highest maximum limit specified during that year by the directors of or
partners in the managing agent on the aggregate amount of all such loans for
the time being remaining outstanding; and
(b) the
aggregate amount of all such loans remaining outstanding at the reference date.
27. Cash
calls
Where
the managing agent has made a request for funds (a Òcash callÓ) of the members
of the syndicate in relation to any of the years of account concerned:
(a) (i)the
amount of a cash call made in relation to a year of account which is open but
is not a run-off account at the reference date shall, whether or not fully
paid, be included in full in the balance sheet in Liabilities item 2(a)
(balances on open years), and disclosed separately in a note to that item
identifying the year of account to which it relates and showing the amount of
the cash call and the proportion borne by it to the syndicate allocated
capacity, expressed as a percentage; and
(ii)any
amount of a cash call referred to in sub-paragraph (i) remaining unpaid shall
be included in Assets item 3(c) (other debtors) and disclosed separately in a
note to that item, identifying the year of account to which it relates; and
(b) the
amounts remaining unpaid of a cash call made in relation to a year of account
which is closed or is a run-off account as at the reference date shall be
included in Assets item 3(c) (other debtors) and shown separately in a note for
that item, identifying the year of account to which it relates.
Section
CÑValuation of Assets
CURRENT
VALUE ACCOUNTING RULES
28. Subject
to paragraphs 33 and 34:
(a) the
amounts to be included in respect of financial investments shall be determined
in accordance with paragraph 30; and
(b) the
amounts to be included in respect of tangible assets may be determined in
accordance with paragraph 31 or the rules set out in paragraphs 36 to 40 (Òthe
historical cost accounting rulesÓ).
29. The
same valuation method shall be applied to all investments included in any item
in the balance sheet format which is denoted by a letter.
30. Financial
investments shall be included at their current value calculated in accordance
with paragraph 32.
31. Tangible
assets may be shown at their current value or at their current cost.
32. Meaning
of Òcurrent valueÓ
(1) Subject
to sub-paragraph (5), in the case of investments current value shall mean
market value determined in accordance with this paragraph.
(2) In
the case of listed investments, market value shall mean the value on the
balance sheet date or, when the balance sheet date is not a Stock Exchange
trading day, on the last Stock Exchange trading day before that day.
(3) Where
a market exists for unlisted investments, market value shall mean the average
price at which such investments were traded on the balance sheet date or, when
the balance sheet date is not a trading day, on the last trading day before
that date.
(4) Where,
on the date on which the accounts are drawn up, listed or unlisted investments
have been sold or are to be sold within the short term, the market value shall
be reduced by the actual or estimated realisation costs.
(5) All
investments other than those referred to in sub-paragraphs (2) and (3) shall be
valued on the basis which has prudent regard to the likely realisable value.
33.
Application of the depreciation rules
(1) Where
the value of any tangible asset is determined in accordance with paragraph 31
that value shall be, or (as the case may require) be the starting point for
determining, the amount to be included in respect of that asset in the balance
sheet, instead of its cost or any value previously so determined for that
asset; and paragraphs 36 to 40 shall apply accordingly in relation to any such
asset with the substitution for any reference to its cost of a reference to the
value most recently determined for that asset in accordance with paragraph 31.
(2) The
amount of any provision for depreciation required in the case of any asset by paragraph
37 or 38 as it applies by virtue of sub-paragraph (1) is referred to in
sub-paragraph (3) of this paragraph as the Òadjusted amountÓ, and the amount of
any provision which would be required by that paragraph in the case of that
asset according to the historical cost accounting rules is referred to as the
Òhistorical cost amountÓ.
(3) Where
sub-paragraph (1) applies in the case of any asset the amount of any provision
for depreciation in respect of that asset included in any item shown in the underwriting
account in respect of amounts written off assets of the description in question
may be the historical cost amount instead of the adjusted amount, provided that
the amount of any difference between the two is shown separately in the
underwriting account or in a note thereto.
34.
Additional information to be provided
(1) This
paragraph applies where the amounts to be included in respect of assets covered
by any items shown in an underwriting account or balance sheet have been
determined in accordance with paragraph 30 or 31.
(2) The
items affected and the basis of valuation adopted in determining the amounts of
the assets in question in the case of each such item shall be disclosed in a
note to the balance sheet.
(3) The
purchase price of investments valued in accordance with paragraph 30 shall be
disclosed in a note to the balance sheet.
(4) In
the case of each balance sheet item valued in accordance with paragraph 31
either:
(a) the
comparable amounts determined according to the historical cost accounting
rules; or
(b) the
differences between those amounts and the corresponding amounts actually shown
in the balance sheet in respect of that item,
shall be
shown separately in the balance sheet or in a note thereto.
(5) In
sub-paragraph (4), references in relation to any item to the comparable amounts
determined as there mentioned are references to:
(a) the
aggregate amount which would be required to be shown in respect of that item if
the amounts to be included in respect of all the assets covered by that item
were determined according to the historical cost accounting rules; and
(b) the
aggregate amount of the cumulative provisions for depreciation or diminution in
value which would be permitted or required in determining those amounts according
to those rules.
HISTORICAL
COST ACCOUNTING RULES
35.
Preliminary
Subject
to paragraphs 28 to 34, the amounts to be included in respect of all items
shown in an underwriting account or a balance sheet shall be determined in
accordance with the rules set out in paragraphs 36 to 40.
36. Subject
to any provision for depreciation or diminution in value made in accordance
with paragraph 37 or 38, the amount to be included in respect of any asset in
the balance sheet format shall be its cost.
37. In
the case of any tangible asset included in the balance sheet which has a
limited useful economic life, the amount of:
(a) its
cost; or
(b) where
it is estimated that any such asset will have a residual value at the end of
the period of its useful economic life, its cost less that estimated residual
value,
shall be
reduced by provisions for depreciation calculated to write off that amount
systematically over the period of the assetÕs useful economic life.
38.(1) This
paragraph applies to any asset included under Assets items 1 (financial
investments) or 4(a) (tangible assets).
(2)
Where an asset to which this paragraph applies has diminished in value,
provisions for diminution in value may be made in respect of it and the amount
to be included in respect of it may be reduced accordingly; and such provisions
which are not shown in the underwriting account shall be disclosed (either
separately or in aggregate) in a note thereto.
(3)
Provisions for diminution in value shall be made in respect of any asset to
which this paragraph applies if the reduction in its value is expected to be
permanent (whether its useful economic life is limited or not), and the amount
to be included in respect of it shall be reduced accordingly; and any such
provisions which are not shown in the underwriting account shall be disclosed
(either separately or in aggregate) in a note thereto.
(4)
Where the reasons for which any provision was made in accordance with
sub-paragraph (1) or (2) have ceased to apply to any extent, that provision
shall be written back to the extent that it is no longer necessary; and any
amounts written back in accordance with this sub-paragraph which are not shown
in the underwriting account shall be disclosed (either separately or in
aggregate) in a note thereto.
39.
(1) This paragraph applies to assets included under Assets items 3(a), (b)
and (c) (debtors) and 4(b) (cash at bank and in hand) in the balance sheet.
(2)
If the net realisable value of an asset to which this paragraph applies is
lower than its cost the amount to be included in respect of that asset shall be
the net realisable value.
(3) Where
the reasons for which any provision for diminution in value was made in
accordance with sub-paragraph (2) have ceased to apply to any extent, that provision
shall be written back to the extent that it is no longer necessary.
40. The
cost of an asset that has been acquired by the members of the syndicate shall
be determined by adding to the actual price paid any expenses incidental to its
acquisition.
Part
2ÑOther Information to Be Given In Annual Reports
41. Special
provisions relating to syndicates underwriting long term business
Every
annual report prepared in respect of a syndicate through which long term
business is underwritten shall include a note containing the following
information:
(a) the
name and qualifications of the actuary who calculated the amount as at the
reference date of the liabilities of the member of the syndicate for whom the
annual report is prepared (Òthe relevant memberÓ);
(b) particulars
of the basis on which the calculation referred to in (a) above was made, and of
the assumptions made by the actuary; and
(c) (i)particulars
of any material difference between the amount, as at the reference date, of the
liabilities of the relevant member arising out of insurance business
underwritten through the syndicate and allocated to the year of account closed
at the reference date, as calculated by the actuary, and the premium in respect
of the reinsurance to close that year of account; or
(ii)where
any liabilities of the relevant member have at the reference date been
transferred from one year of account to another otherwise than by reinsurance
to close, particulars of any material difference between the premium in respect
of that transfer and the amount of the liabilities so transferred, as
calculated by the actuary.
Disclosure
of Interests
42. Syndicate
transactions
(1) The
annual report shall include such particulars as will give a fair presentation
of all transactions and arrangements entered into at any time by the managing
agent for the account of or otherwise concerning the members of the syndicate
for any year of account open at any time during the year ending on the
reference date in which:
(a) the
managing agent;
(b) any
related company of the managing agent; or
(c) any
executive of the managing agent;
had,
directly or indirectly, a material interest.
(2) If
there are no such transactions or arrangements, the annual report shall state
that fact.
(3) For
the purposes of this paragraph, Òmanaging agentÓ includes any other
underwriting agent which managed the syndicate at any time during the period to
which this paragraph refers.
(4) For the purposes of
this paragraph:
(a) an
individual shall be treated as having an interest in any transaction or
arrangement in which a person connected with him has an interest;
(b) a
person who is a director of or shareholder in a body corporate shall be treated
as having an interest in any transaction or arrangement in which that body
corporate has an interest; and
(c) a
person who is a partner in a partnership shall be treated as having an interest
in any transaction or arrangement in which that partnership has an interest;
whether or
not, in any such case, that person would otherwise be treated as having an
interest in the transaction or arrangement in question.
(5) For
the purposes of this paragraph a person is connected with an individual if that
person:
(a) is
the individualÕs spouse, dependant, minor child or minor step-child;
(b) stands
to the individual in any other relation or has with the individual any other
connection (whether or not similar to one specified in (a)) such that, in
considering whether or not the individual has an interest in any transaction or
arrangement, his interests cannot reasonably be regarded as independent of
those of that person; or
(c) is a
person acting in his capacity as the trustee of any trust (not being a trust
the objects of which are exclusively charitable) the objects of which include
the individual or any person specified in (a) or (b).
(6) For
the purposes of this paragraph:
(a) a
person shall not be treated as having an interest in a transaction or
arrangement by reason only that he participates in it, or that it concerns him,
as a member of the syndicate in respect of which the annual report is prepared;
(b) an
interest of a managing agent or of a related company of a managing agent shall
be treated as material if, but only if, a reasonable underwriting member might
regard it (whether on its own or in conjunction with any other interest) as
something which might influence the managing agent in the performance of its
duties as such;
(c) an
interest of an executive of a managing agent shall be treated as material if,
but only if, a reasonable underwriting member might regard it (whether on its
own or in conjunction with any other interest) as something which might
influence the executive while acting as such; and
(d) the
annual report shall not be regarded as giving a fair presentation of any
transaction or arrangement in which a person has a material interest unless it
specifies the name of the person having the interest and contains information
(including financial information) sufficient for a proper understanding of:
(i) the
nature and effect of the transaction or arrangement;
(ii) the
nature and extent of the interest; and
(iii) whether
and if so to what extent the terms of the transaction or arrangement, or the
consideration given by any party thereto, differ from those which it is
reasonable to expect could have been obtained in the case of a like transaction
or arrangement entered into at armÕs length and in the absence of such a
material interest.
(7) References
in this paragraph to a transaction or arrangement do not include any
transaction which took place, or any arrangement which ceased to have effect,
before 1 January 1981.
43. Service
companies
Without
prejudice to the generality of paragraph 42, the annual report shall include
the following particulars in respect of any company or body of persons carrying
on insurance business as principal or agent (in this paragraph 43 Òservice
companyÓ) standing in such relation to the managing agent of the syndicate as
to be subject to the restrictions imposed by paragraph 2 of the Related Parties
Byelaw (No. 2 of 1986, 306) and at any time providing, or intending to provide,
services on behalf of or for the benefit of the syndicate:
[(a) the name of
the service company;
(b) a
description of the business of the service company;
(c) the
premium income of the syndicate arising from insurance business placed through
the service company expressed as a percentage of the total premium income of
the syndicate from all sources;]
[(d)] the nature and
extent of the interest of the managing agent (and of any person whose interests
are pursuant to paragraph 5 of that byelaw to be taken to be those of the
managing agent) in that service company, or in any related company thereof, at
any time during the year ended on the reference date;
[(e)] the nature and
amount of any sums received by the managing agent from the service company
during the year ended on the reference date analysed so far as possible between
sums received in respect of services provided by the service company on behalf
of or for the benefit of the syndicate and sums received otherwise;
[(f)] the
arrangements whereby the managing agent proposes to account to the members of
the syndicate for any profit receivable by the managing agent from the service
company or otherwise howsoever arising for the benefit of the managing agent
after the reference date in respect of services provided by the service company
on behalf of or for the benefit of the syndicate or whereby the managing agent
has obtained or proposes to obtain their agreement to its retention of such
profit; and
[(g)] the nature and
amount of remuneration or other benefits received during the year ended on the
reference date by any executive of the managing agent for acting as a director,
partner or officer of the service company,
NOTE
44.
Consortium underwriting
Without
prejudice to the generality of paragraph 43, where for any year of account of
the syndicate open at any time during the year ending on the reference date the
syndicate has participated in a consortium the annual report shall include:
[(a) the name of
the consortium;
(b) the
name of the consortium leader;
(c) a
description of the business of the consortium;
(d) the
premium income of the syndicate arising from its participation in the
consortium expressed as a percentage of the total premium income of the
syndicate from all sources;]
[(e)] for each year of
account concerned a statement of the basis on which risks are allocated as
between the syndicate and other members of the consortium;
[(f)] particulars
of any commission, fees or other remuneration received or receivable by the
managing agent or any underwriter employed by it from members of the consortium
other than the syndicate in relation to the affairs of the consortium; and
[(g)] confirmation that
the fully informed written agreement of the members of the syndicate to the
managing agentÕs or underwriterÕs receipt of such commission was given before
the consortium commenced business.
NOTE
45. The
Seven Year Summary
(1) In
this paragraph the Òrelevant years of accountÓ are the year of account which in
accordance with the accounting policy stated under paragraph 8(a) of Schedule 3
to this byelaw has been or (as the case may be) normally would have been closed
at the reference date of the annual report, and the six next preceding years of
account.
(2) In
this paragraph Òillustrative shareÓ means £10,000 or such other amount as the
Council may from time to time prescribe.
(3) In
order to comply with sub-paragraph (4)(o) and (p), the managing agent shall
make an estimate of the profit commission and the personal expenses, including
the managing agentÕs salary or fee, which might be expected to have been
charged to a member of the syndicate whose memberÕs syndicate premium limit for
each of the relevant years of account was equal to the illustrative share
(respectively, the Òillustrative managing agentÕs profit commissionÓ and the
Òillustrative personal expensesÓ), together with the net profit or loss for
such a member for each relevant year of account. In estimating the amount which
might be expected to have been charged by way of managing agentÕs salary or fee
or profit commission the managing agent shall disregard
(a) any
minimum limit on the amount of such salary or fee chargeable to any member of
the syndicate and
(b) the
effect of Part B of Schedule 1 to the standard managing agentÕs agreement
(deficit clauses).
(4) The
seven year summary shall specify the amount of the illustrative share, shall
show in tabular form for each of the relevant years of account:
(a) the
syndicate allocated capacity;
(b) the
number of members of the syndicate; and
(c) the
aggregate net premiums;
and shall
show in tabular form the amount applicable, for each of the relevant years of
account, to a member of the syndicate whose memberÕs syndicate premium limit
was equal to the illustrative share, in respect of the following items:
(d) gross
premiums (expressed both as a monetary amount and as a percentage of the
illustrative share);
(e) net
premiums (expressed both as a monetary amount and as a percentage of the
illustrative share);
(f) premium
for the reinsurance to close an earlier year of account;
(g) net
claims;
(h) premium
for reinsurance to close the year of account,
(i) in
the case of run-off accounts only, the amount retained to meet net outstanding
liabilities,
(j) profit
or loss on exchange;
(k) syndicate
operating expenses;
(l) net
underwriting result or balance, or balance on technical account (as the case
may be), (expressed both as a monetary amount and as a percentage of gross
premiums);
(m) investment
income less investment expenses and charges and investment gains less losses;
(n) profit
or loss on ordinary activities;
(o) illustrative
managing agentÕs profit commission;
(p) illustrative
personal expenses; and
(q) profit
or loss on ordinary activities after illustrative managing agentÕs fee and
profit commission and illustrative personal expenses.
(5) Subject
to sub-paragraph (6), all information required for the seven year summary shall
be derived from the figures reported in the underwriting accounts included in
the audited annual reports in respect of the relevant years of account.
(6) The
figures shall be expressed on a consistent basis. If there have been changes in
accounting policies in the period covered by the seven year summary, then the
figures for all years of account prior to the changes shall, so far as
reasonably possible, be adjusted to comply with the most recent accounting
policies. The nature of any such adjustments, and the extent to which the
reasons for which any figure has not been fully adjusted, shall be explained in
a note.
(7) Where
the funds of any sub-group or sub-groups of members of a syndicate are
administered separately from the funds of other members, the requirements of
this paragraph shall be applied so as to show the separate administration of
funds for each such sub-group.
(8) Where
any of the years of account in the seven year summary remains open information
shall be included on the basis of the cumulative transactions to date as shown
in the relevant underwriting accounts and the balance carried forward to meet
net outstanding liabilities shall be incorporated in the summary. The summary
shall state clearly that the year of account in question has not been closed.
46. Calendar
year investment yield
(1) Every
annual report shall include a note containing the information specified in the
following provisions of this paragraph.
(2) In
this paragraph Òsyndicate fundsÓ and Òsyndicate investmentsÓ mean moneys and
investments held by the managing agent for the account of or on behalf of the
members of the syndicate.
(3) The
information referred to in sub-paragraph (1) is the following:
(a) the
average amount of the syndicate funds available for investment during the year
ended on the reference date;
(b) the
aggregate of the amounts shown under items 13, 14 and 15 of underwriting
accounts included in the annual report in respect of syndicate investments
during that year;
(c) the
amount specified in (b) expressed as a percentage return on the average amount
of the syndicate funds available for investment as specified in (a) (the
Òcalendar year investment yieldÓ);
(d) where
a material amount of the syndicate funds available for investment is invested
in more than one of the prescribed currencies referred to in paragraph 2 of
Schedule 2 to this byelaw, an analysis of the calendar year investment yield so
as to identify separately the yield attributable to each such currency; and
(e) in
respect of each item required by the preceding provisions of this
sub-paragraph, the corresponding amount for the previous year: and for this
purpose Òthe corresponding amountÓ means the amount which was or would have
been shown in respect of the relevant item in an annual report prepared as at
the immediately preceding reference date in accordance with the same
requirements and accounting principles as those applicable to the annual report
in question.
Schedule
5ÑPersonal Accounts and Syndicate Mapa Accounts [Paragraphs 9, 10]
1.
(1) Every personal account prepared for an underwriting member shall
state the amount of such part of his memberÕs syndicate premium limit as is not
allocated through a MAPA for each closed year of account or run-off account
included in the annual report made up to the same reference date and the
proportion which that amount bears to the syndicate allocated capacity,
expressed as a percentage.
(2) Every
syndicate MAPA account prepared for a membersÕ agent in respect of a MAPA shall
state the aggregate amount of the membersÕ memberÕs syndicate premium limits
allocated through the MAPA for each closed year of account or run-off account
included in the annual report made up to the same reference date and the
proportion which that amount bears to the syndicate allocated capacity,
expressed as a percentage.
2. Every
personal account shall as a minimum contain the following information in
relation to the underwriting memberÕs participation in the syndicate otherwise
than through a MAPA:
(a) in
respect of each closed year of account to which the personal account relates:
(i) the
underwriting memberÕs profit or loss;
(ii) the
amount charged to the underwriting member by way of underwriting agentÕs salary
or fee;
(iii) the
amount of profit commission charged to the underwriting member, and how that
profit commission has been calculated;
(iv) the
amount of the LloydÕs subscription paid on behalf of the underwriting member;
(v) the
amount of any contributions to LloydÕs Central Fund made on behalf of the
underwriting member, analysed between contributions made under sub-paragraphs
(1) and (5) respectively of paragraph 4 of the Central Fund Byelaw (No. 4 of
1986, 506);
[(va) the amount of any
contributions to the New Central Fund made on behalf of the underwriting
member, analysed between contributions made under paragraphs 4(1) and 4(2)
respectively of the New Central Fund Byelaw (No. 23 of 1996, 522);]
(vi) the
amount of any contribution to the High Level Stop Loss Fund made on behalf of
the underwriting member;
(vii) any other
expenses charged to the underwriting member;
(viii) the underwriting
memberÕs result before overseas taxation;
(ix) the
amount of overseas taxation charged to the underwriting member analysed to show
the overseas authority concerned and that authorityÕs relevant tax years; and
(x) the
underwriting memberÕs result after overseas taxation;
(b) in
respect of each run-off account to which the personal account relates:
(i) in
the case of the personal account made up to the date at which that run-off
account would normally have been closed, the underwriting memberÕs run-off
account result and any amounts charged to or paid on behalf of the underwriting
member in respect of the items specified in sub-paragraph (a)(ii) to (vii) and
(ix);
(ii) in
any other case, the underwriting memberÕs run-off account result and any
amounts charged to or paid on behalf of the underwriting member in respect of
the items specified in sub-paragraph (a)(ii) to (vii) and (ix) during the year
(or, where paragraph 7(3) of the byelaw applies, the period) ended on the
reference date; and
(c) the
underwriting memberÕs net result.
NOTE
3. Every
syndicate MAPA account shall as a minimum contain like information in relation
to the aggregate of the underwriting membersÕ memberÕs syndicate premium limits
allocated through the MAPA as is required by paragraph 2 in respect of a single
underwriting memberÕs participation otherwise than through a MAPA.
4. The
information required by paragraphs 2 and 3 above may be presented in whatever
format the managing agent may consider appropriate including electronic means.
Schedule
6ÑManaging AgentÕs Report [Paragraph 12]
The
managing agentÕs report shall include:
(a) the
names of the persons who, at any time during the relevant period ended on the
reference date, were directors of, or partners in, the managing agent or any
other underwriting agent which managed the syndicate at any time during the
relevant period (and for this purpose Òrelevant periodÓ means the period for
which a year of account of the syndicate is normally to be kept open in
accordance with the policies and practices generally adopted in respect of the
syndicate);
(b) the
name of the active underwriter or the run-off manager and, in the case of a new
active underwriter or the run-off manager appointed since the previous managing
agentÕs report was prepared, details of his previous experience;
(c) in
respect of each person specified in (a) and (b), a statement showing:
(i) whether
he was a member of the syndicate otherwise than as a participant in a MAPA;
and, if so, both
(ii) the
amount of his memberÕs syndicate premium limit (in the case of the active
underwriter, expressed both as a monetary amount and as a percentage of his
allocated overall premium limit); and
(iii) details
of personal stop loss contracts effected for his benefit in relation to the
relevant period and the next following calendar year, including whether the
contract covers his participation in the syndicate and, in the case of the
active underwriter or run-off manager, the limit, excess, premium paid or
payable;
(d) the
proportions of the closed year profit or loss of the syndicate for the year of
account closed as at the reference date and the two preceding years of account attributable
respectively in aggregate to working members employed by the managing agent,
other working members and external members;
(e) the
proportions of such part of the syndicate allocated capacity for the two most
recent years of account open at the reference date and the following year of
account as is not allocated through a MAPA attributable respectively in
aggregate to working members employed by the managing agent, other working
members and external members;
(f) particulars
of any change as between such years of account in the memberÕs syndicate
premium limit allocated to the syndicate (other than any proportion thereof
allocated through a MAPA) by the active underwriter or any of the persons
specified in (a);
(g) details
of all consents granted pursuant to the Related Parties Byelaw (No. 2 of 1986)
in force at any time during the period beginning on 1 January of the earliest
year of account to which the annual report relates and ending on the reference
date;
(h) (i) an
explanation of the policy adopted by the managing agent in the investment of
funds and the management of investments held for the members of the syndicate
during the relevant year and of any proposed change of policy; and
(ii) a
commentary on the results of such investment and management during the relevant
year by reference to the figures shown in the note relating to the calendar
year investment yield prepared in accordance with paragraph 46 of Schedule 4 to
this byelaw;
(iii) a
statement whether or not during the year ended on the reference date
investments comprised in premiums trust funds held on behalf of any members of
the syndicate have been lent in pursuance of any stock lending arrangement;
(i) a
statement that the reinsurance rŽsumŽs which have been approved by the directors
or partners are available for inspection in accordance with clause 4.2(n) of
the standard managing agentÕs agreement;
(j) details
of any major functions which the managing agent has sub-contracted to another
person, including in each case the name of the person to whom the relevant
function has been sub-contracted;
(k) (i) the
name of the syndicate auditor holding office at the date of the annual report;
(ii) details
of and an explanation of the reasons for any changes which have occurred in the
office of syndicate auditor since the date of the previous annual report
prepared in respect of the syndicate; and
[(iii) a statement
of who it intends to propose for appointment as syndicate auditor at the
syndicate annual general meeting;]
NOTE
(l) the
location of the accounting records maintained in respect of the syndicate, if
other than the registered office of the managing agent, and any change thereof;
(m) where a
significant proportion of the syndicate allocated capacity for any year of
account to which the annual report made up to the reference date relates is
attributable to underwriting members of the syndicate through the agency of the
same membersÕ agent, the name of each such membersÕ agent and the proportion of
the syndicate allocated capacity contributed by it in each such year of
account; and for this purpose Òsignificant proportionÓ means 20 per cent. or
such other percentage as may from time to time be prescribed by the Council;
(n) particulars
of errors and omissions insurance cover held or intended to be obtained by the
managing agent in relation to the management and affairs of the syndicate;
(o) [the
texts of any relevant run-off account report and syndicate auditorÕs opinion;
and (if it is the case) that managing agentÕs report shall also state that
there has been no change of view of the syndicate auditor as referred to in
paragraph 20I(2).]
NOTE
(p) the
following information in relation to the business of the managing agent (as
shown, where applicable, in the managing agentÕs accounts) in respect of each
of the financial years ending respectively in the calendar year ended on the
reference date and the four preceding calendar years:
(i) the
aggregate syndicate allocated capacity of all syndicates managed by the
managing agent for the year of account corresponding to that calendar year;
(ii) the
total fees from all such syndicates;
(iii) the
total expenses associated with the management of such syndicates net of
expenses recharged to those syndicates;
(iv) the
net profit commission income after deducting profit related remuneration (being
remuneration wholly or partly calculated by reference to, or otherwise varying
with, the profit or results of the managing agent) paid to staff and not
charged to the syndicate;
(v) other
income net of related expenses;
(vi) profit
before tax;
(vii) the net
assets of the managing agents and
[(pa) in the case of a year
of account open for 24 months at the reference date:
(i) a
forecast of the profit or loss for the closed year, together with a
reconciliation of that estimated closed year profit or loss to the balance on
the open year shown in the underwriting account in respect of that year of
account at the reference date;
(ii) the
assumptions upon which that forecast is based; and
(iii) where
the expected outcome is significantly different from that indicated in any
report previously sent to members of the syndicate (or, if there is more than
one such report, and one sent most recently), an explanation of the expected
difference; and;]
NOTE
(q) any
other matters which the managing agent considers it appropriate to include in
its report.
Schedule
7ÑUnderwriterÕs Report [Paragraph 12]
The
underwriterÕs report shall include:
(a) (i)a
description of the business underwritten (both gross and net of reinsurance)
during the years of account in respect of which underwriting accounts are
included in the annual report (including an analysis by reference to the groups
of classes of direct business specified in paragraph 11(3) of Schedule 4 and,
where it exceeds 10 per cent. of premiums written, reinsurance) and the manner
in which the business is accepted;
(ii)a
description of the reinsurance arrangements in force during those years of
account, specifying the aggregate amounts of the reinsurance premiums due
respectively to other LloydÕs syndicates, to insurance companies authorised to
carry on business in the United Kingdom, to EC companies and to insurance
companies which are neither so authorised nor EC companies;
(iii)a
commentary on significant changes in respect of (i) or (ii) (or both) since the
last annual report;
[(aa) where for any year of
account in respect of which underwriting accounts are included in the annual
report, some but not all members of the syndicate are authorised under the law
of a particular state, province or territory to accept risks in that state,
province or territory, a description of any arrangements of the kind referred
to in sub-paragraph (i) of paragraph 5(ca) of the standard managing agentÕs
agreement during each of those years of account;]
NOTE
(b) a
review of the year of account closed at the reference date, including an
explanation of any material surplus or deficiency which has arisen during the
year ended on the reference date in respect of business which is attributable
to an earlier year of account but which has been reinsured into the year of
account closed at the reference date, specifying the earlier year of account
concerned;
[(c) a review of
each open year of account, including the active underwriterÕs or run-off
managerÕs current evaluation of its expected outcome;]
NOTE
(d) a
commentary on the level of premium income arising out of the business
underwritten on behalf of the members of the syndicate in respect of each year
of account to which the annual report relates;
(e) an
outline of likely future developments and an assessment in general terms of
their effect on business prospects, including an indication of the categories
of business underwritten and to be underwritten during the period of two years
following the reference date and comments on any period proposed or anticipated
material change during that period in the business to be underwritten or in the
reinsurance protection to be effected for the members of the syndiate;
(f) the
syndicate allocated capacity for the year of account next beginning after the
reference date; [É] [[and]]
[[É]]
(h) any
other matters which the active underwriter or run-off manager considers it
appropriate to include in his report.
NOTE
Schedule
8ÑMultultiple syndicates statements [paragraphs 4, 13]
1. A
multiple syndicates statement prepared in respect of a syndicate under
paragraph 7(1)(d)(i) of this byelaw shall in respect of each year of account
(other than a run-off account) to which an annual report prepared in respect of
the syndicate and having the same reference date relates, and in respect of
every syndicate managed by the same managing agent or by an associated managing
agent and having a material overlap of business with the syndicate (each such
syndicate being referred to hereafter in this sub-paragraph as a Òrelevant
syndicateÓ), contain the following particulars:
(a) the
number of the relevant syndicate;
(b) the
name of the managing agent of the relevant syndicate;
(c) a
brief description of the business underwritten by the relevant syndicate
(including an analysis by reference to such categories of business as the
managing agent considers appropriate having regard to the circumstances and the
nature of that syndicate);
(d) the
syndicate allocated capacity of the relevant syndicate;
(e) the
number of members of the relevant syndicate;
(f) the
profit or loss applicable, for any closed year of account, to a member of the
relevant syndicate whose memberÕs syndicate premium limit was equal to the
illustrative share;
(g)
(i) the
number (if any) of the executives of the managing agent or of any associated
managing agent and of the directors of any holding company of the managing
agent or of any associated managing agent, who were members of the relevant
syndicate;
(ii) the
aggregate percentage participation of the persons specified in (i) above in the
relevant syndicate; and
(iii) the
aggregate amount of the profit or loss of the relevant syndicate for each
closed year of account attributable to the persons specified in (i) above;
(h) the
particulars required by sub-paragraph 14(d) (profit related remuneration) of
Schedule 4 to be stated in notes to the underwriting account in respect of the
relevant syndicate.
2. A
multiple syndicates statement prepared in respect of any syndicate in relation
to which the Council has granted consent under Part C of the Multiple
Syndicates Byelaw (No. 5 of 1989) shall in respect of every year of account to
which the corresponding annual report relates contain the following
particulars:
(a) where
the consent was granted under any of paragraph 4, 5, 6 and 7:
(i) the
identity of the individual, or the description of the class of individuals, in
respect of whom the consent was granted;
(ii) the
number of every syndicate in relation to which the consent was granted;
(iii) the
names of the managing agents of those syndicates;
(iv) the
paragraph of the Multiple Syndicates Byelaw under which the consent was
granted;
(v) the
date on which the consent was granted and the dates on which the period for
which it was granted begins and (where applicable) ends;
(vi) in
respect of each of those syndicates the aggregate amount of and the basis of
the determination of the remuneration of the individual or class of individuals
in respect of whom the consent was granted charged as syndicate expenses to
that syndicate (including an analysis between salary, profit related
remuneration and benefits in kind); and
(b) (i)where
the consent was granted under paragraph 4 (business allocated in pre-determined
proportions):
(aa) the policy
adopted by the managing agent or managing agents as to the allocation of
business among those syndicates [, and where the proportion in which it is
proposed that risks be allocated among the syndicates concerned are other than
those of the respective syndicate allocated capacities, the reason for such
differences];
(bb) a statement
whether the policies adopted by the managing agent or managing agents as to
reinsuring those syndicates are identical and, if they are not identical, a
statement of any material differences between those policies;
[(bba) a statement whether the policies
adopted by the managing agent or managing agents as to the investment of funds
and the management of investments held for the members of those syndicates
during the relevant year are identical, and if they are not identical, a
statement of any material differences between these policies;]
(cc) the
syndicate allocated capacity of each of those syndicates;
(ii)where
the consent was granted under paragraph 5 (mirror syndicates):
(aa) the policy
adopted by the managing agent or managing agents as to the allocation of
business among those syndicates; and
(bb) a statement
whether the policies adopted by the managing agent or managing agents as to
reinsuring those syndicates are identical and, if they are not identical, a
statement of any material differences between those policies;
NOTE
(iii)where
the consent was granted under paragraph 6(1)(a) (distressed syndicate):
(aa) the policy
adopted by the managing agent or managing agents as to the allocation of
business among those syndicates;
(bb) a statement
whether the policies adopted by the managing agent or managing agents as to
reinsuring those syndicates are identical and, if they are not identical, a
statement of any material differences between those policies;
(cc) a brief
description of the business underwritten by each of those syndicates (including
an analysis by reference to such categories of business as the managing agent
considers appropriate having regard to the circumstances and the nature of the
syndicate);
(dd) the syndicate
allocated capacity of each of those syndicates;
(iv)where
the consent was granted under paragraph 6(1)(b) (syndicate in run-off):
the
categories of business underwritten by each of those syndicates; or
(v)where
the consent was granted under paragraph 7 (other cases):
(aa) the policy
adopted by the managing agent or managing agents as to the allocation of
business among those syndicates;
(bb) a statement
whether the policies adopted by the managing agent or managing agents as to
reinsuring those syndicates are identical and, if they are not identical, a
statement of any material differences between those policies;
(cc) a brief description
of the business underwritten by each of those syndicates (including an analysis
by reference to such categories of business as the managing agent considers
appropriate having regard to the circumstances and the nature of the
syndicate);
(dd) the syndicate
allocated capacity and the number of members of each of those syndicates;
(ee) in respect of
each of those syndicates, the closed year of account profit or loss applicable
to a member of the syndicate whose memberÕs syndicate premium limit was equal
to the illustrative share;
(ff) in
respect of each of those syndicates, the number of executives and employees of
the managing agent of any of those syndicates, and of spouses, children or
step-children of any of such persons, who are members of that syndicate; and
(gg) in respect of
each of those syndicates, the aggregate percentage share and aggregate memberÕs
syndicate premium limits of any of the individuals mentioned in (ff) above;
(hh) in respect of
each managing agent of any of those syndicates, the participation of any of the
individuals mentioned in (ff) above, whether by way of any directorship,
partnership, contract of employment, or interests in the managing agent.
3. Where
a consent has been granted in relation to the syndicate under the Multiple
Syndicates Byelaw (No. 5 of 1989, 311) and particulars are given in the
multiple syndicates statement pursuant to any of the following provisions of
paragraph 2 above:
sub-paragraphs
(a)(vi); (b)(i); (b)(ii); (b)(iii)(aa)Ð(cc); and (b)(v)(aa)Ð(cc), (ff) and
(gg);
and in
relation to either of the two years of account following the reference date
there has been or is expected to be any material change in any of the facts or
matters stated in those particulars, the multiple syndicates statement shall
give details of such changes or expected changes.
4. Where
a consent has been or is to be sought or has been granted in relation to the
syndicate under the Multiple Syndicates Byelaw (No. 5 of 1989, 311) and
particulars are not given in a multiple syndicates statement under paragraph 2
above, but are expected to be required to be so given at any time within the
next two years following pursuant to any of the provisions of paragraph 2
mentioned in paragraph 3 above, a multiple syndicates statement shall give such
details of the particulars intended to be given as the active underwriter can
provide at the date on which he signs the underwriterÕs report.
Schedule
9ÑMiscellaneous and Consequential Amendments [Paragraph 24]
[These have
all been made to the relevant byelaws.]
327.
Run-Off Companies Byelaw No. 2 of 1995, 10 January 1995
COMMENCEMENT
Paragraphs
2, 3, 17 and 19 come into force on 1 October 1995. The rest come into force on
1 February 1995.
AMENDMENTS
This
byelaw was amended by
Appeal
Tribunal Byelaw (No. 18 of 1995)
Loss Review
(Revocation) Byelaw No. 16 of 1997)
Premiums
Trust Fund and Regulating Trustee Byelaw (No. 22 of 1998)
Underwriting
Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Run-Off
Companies (Amendment) Byelaw (No. 2 of 2000)
LloydÕs
Policy Signing Office Byelaw (No. 11 of 2000).
EXPLANATORY
NOTE
(This note
is not part of the byelaw.)
This
byelaw provides for the registration of a body corporate or partnership as an
approved run-off company and for the review, renewal and withdrawal of such
registration. It also provides that managing agents must delegate their
insurance functions and their administration and processing functions (as
defined in the byelaw) in respect of longer term run-off accounts (where they
are managing more than one such run-off account in respect of any one
syndicate) to approved run-off companies. Further, such functions must be
delegated in respect of any run-off account where this is the wish of a
majority of relevant syndicate members voting in general meeting or where the
Council so directs. Managing agents may, however, apply for approval to conduct
such work themselves; and they may be granted interim approval in respect of
the syndicates they manage when this byelaw comes into force.
The
Council may not grant registration under the byelaw unless satisfied that the
applicant is fit and proper to be an approved run-off company.
The
byelaw empowers the Council to impose conditions and make requirements
regarding approved run-off companiesÕ financial and operational resources, and
makes provision regarding tendering, accounting and other records, accounts and
other reports, audits, reviews and annual returns.
This
byelaw shall come into force in accordance with the provisions of paragraph 24.
For the
full text of this byelaw, see Part A, 114.
328. Price
Sensitive Information Byelaw No. 19 of 1995, 4 October 1995
COMMENCEMENT
This
byelaw came into force on 4 October 1995.
AMENDMENTS
This
byelaw was amended by
Price
Sensitive Information (Amendment) Byelaw (No. 17 of 1997)
Underwriting
Agents (Amendment No. 16) Byelaw (No. 15 of 1999).
REVOCATION
This
byelaw was revoked on 6 October 1999 by byelaw No. 16 of 1999.
EXPLANATORY
NOTE
(This note
is not part of the byelaw)
This
byelaw imposes an obligation on every underwriting agent, LloydÕs adviser and
approved run-off company to adopt a code restricting the freedom of directors
and employees to deal in securities by a corporate member of LloydÕs, an
underwriting agent or its parent undertaking. The code adopted must be at least
as stringent as the LloydÕs Model Code. That code prohibits dealings by a
person subject to the code during Òa close periodÓ running from 1 January each
year until the results of all relevant syndicates have been announced and, in
any case, unless he has first obtained clearance from his Compliance Officer.
In the case of a director, clearance from the Chairman or Board is also
required.
329.
Conversion and Related Arrangements Byelaw No. 22 of 1996, 5 June 1996
COMMENCEMENT
This
byelaw came into force on 5 June 1996.
AMENDMENTS
This
byelaw was amended by
Syndicate
Accounting (Amendment No. 3) Byelaw (No. 8 of 1997)
Conversion
and Related Arrangements (Amendment) Byelaw (No. 5 of 1998)
Conversion
and Related Arrangements (Amendment No. 2) Byelaw (No. 12 of 1998)
Underwriting
Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Assignment
of Syndicate Participations (Second Nomination) Byelaw (No. 6 of 2000).
EXPLANATORY
NOTE
(This note
is not part of the byelaw)
This
byelaw replaces the Transitional and Conversion Arrangements (Corporate Member)
Byelaw (No. 9 of 1994).
The
byelaw stipulates that arrangements of the kind to which it applies may only be
entered into if they have been previously approved by the Council. The byelaw
applies to a number of different kinds of arrangement:
(a) transition
arrangements under which a corporate member reinsures the open years of another
member;
(b) an
interavailability arrangement;
(c) a
share swap arrangement under which a member exchanges his prospective
participation on a syndicate for the 1997 year of account for qualifying
securities;
(d) a
surrender arrangement under which a member of a syndicate is offered
consideration by a managing agent for surrendering his prospective participation.
The
byelaw gives the Council power to impose conditions and requirements to which
its approval of any arrangements will be subject. Those conditions and
requirements may relate to such matters as the requirement for a sponsor and
the form and contents of a document containing an invitation to enter into such
an agreement.
The Council
of LloydÕs in exercise of its powers under sections 6(2) and 8(3) of LloydÕs
Act 1982 by special resolution hereby makes the following byelaw.
1. Interpretation
The
provisions of the Schedule to this byelaw (interpretation) shall have effect.
2. Restrictions
relating to relevant arrangements
(1) No
member of the Society shall enter into any relevant arrangement other than an
approved arrangement.
(2) A
relevant arrangement is an approved arrangement for the purposes of
sub-paragraph (1) if that arrangement either:
(a) has
been approved by the Council for the purposes of this byelaw; or
(b) is
being entered into pursuant to a conversion scheme which has been approved by
the Council for the purposes of this byelaw.
(3) No
underwriting agent, [É] or member of the Society shall procure or advise any
member of the Society to enter into or otherwise promote an unapproved
arrangement.
NOTE
3. Approval
of relevant arrangements
(1) The
Council may approve any relevant arrangement or any conversion scheme for the
purposes of this byelaw.
(2) The
Council may take into account such matters as it thinks fit in deciding whether
to give its approval to a relevant arrangement or a conversion scheme.
4. Transfer
agreements
(1) A
transition arrangement may be effected under a transfer agreement in the
prescribed form by which a member of the Society agrees to transfer his
underwriting business at LloydÕs (other than that relating to any closed year
of account) to a corporate member.
(2) For
the purpose of section 8(3) of LloydÕs Act 1982, each of a transferor and
transferee may respectively place and accept an approved transfer agreement
through and from a membersÕ agent which is a party to that agreement.
(3) Paragraph
3 of the Agency Agreements Byelaw (No. 1 of 1985, 304), paragraph 5 of the
Agency Agreements Byelaw (No. 8 of 1988, 310) and paragraphs 5(6) and 30(2) of
the Membership Byelaw shall not prevent a member of the Society or an
underwriting agent from entering into an approved transfer agreement.
(4) No
person who is party to an approved transfer agreement shall without the written
consent of the Council vary or agree to vary any term of that approved transfer
agreement.
(5) Any
agreement or arrangement (whether or not collateral to the approved transfer
agreement concerned) which has the effect of varying any term of an approved
transfer agreement (whether by altering the discretions, duties, rights or responsibilities
of any of the parties or otherwise and including any agreement or arrangement
to delay enforcing or not to enforce a term of an approved transfer agreement)
shall for the purposes of sub-paragraph (1) be treated as a variation of a term
of the approved transfer agreement concerned.
(6) The
Council may vary or amend any of the provisions of any approved transfer
agreement by notice in writing to the parties to the agreement concerned.
[4A. Fees
(1) The
Council may prescribe fees to be paid by any person in respect of any relevant
arrangement or any conversion scheme.
(2) Without
prejudice to the generality of sub-paragraph (1), the Council may require the
payment by any person of such costs and disbursements as the Society may incur
relating to:
(a) the
provision of advice or guidance concerning a relevant arrangement or a
conversion scheme or any documentation relating thereto;
(b) the
review or approval (whether in principle or otherwise) of a relevant
arrangement or a conversion scheme or any documentation relating thereto; or
(c) any
ongoing administration relating to a relevant arrangement or a conversion
scheme.]
NOTE
5. Conditions
and requirements
(1) Subject
to LloydÕs Acts 1871 to 1982, the Council may prescribe such conditions and
requirements to be satisfied or complied with as a condition of the grant of
its approval of a relevant arrangement or a conversion scheme under paragraph
3(1) as it may think fit, and may add to, alter or withdraw any condition or
requirement so prescribed.
(2) Without
prejudice to the generality of sub-paragraph (1), any conditions and
requirements under that sub-paragraph:
(a) may
include the requirement for a person to act as the sponsor to the relevant
arrangement;
(b) may
include requirements as to the competence and suitability of such a sponsor;
(c) may
include requirements as to the manner in which and time by which any
application for approval under paragraph 3(1) shall be made;
(d) may
include the requirement to complete applications, notices and other documents
in the prescribed form;
(e) may
include the requirement to execute and deliver or otherwise become a party to
any prescribed form of deed, trust deed, contract, assignment, undertaking,
mandate, authority, power of attorney, negotiable instrument or other document
or instrument whatsoever;
(f) may
include requirements as to the preparation of documents containing invitations
to enter into relevant arrangements and as to the form and contents of any such
document;
(g) may
include requirements as to the categories of persons to whom any such
invitation may be extended;
(h) may
include requirements relating to the provision of any such certificates,
confirmations, declarations, information, opinions or reports relating to any
person who is to participate in any relevant arrangement as the Council may
prescribe or approve;
(i) may
include requirements relating to the financial position of any such person;
(j) may
make provision as to the assets, liabilities and other matters to be taken into
account in determining the financial position of any such person, and the
extent to which and the manner in which they are to be taken into account, for
the purposes of such conditions and requirements;
(k) may
require any such person to hold assets of such descriptions and in such amounts
or of such value as may be specified or determined in accordance with such
conditions and requirements;
(l) may
make provision for ensuring that, in such circumstances and to such an extent
as may be specified, the assets of any such person are maintained in such
places and held under such terms as may be specified.
(3) Without
prejudice to the generality of sub-paragraph (1), any conditions and
requirements prescribed under that sub-paragraph:
(a) may impose
requirements which are absolute or which are to vary from time to time by
reference to such factors as are specified in or determined in accordance with
such conditions and requirements;
(b) may
make different provision for different classes of members of the Society;
(c) may
make different provision for corporate members and individual members;
(d) may
specify circumstances in which a member of the Society is to be exempt from any
such condition or requirement or may be excused from compliance with any such
condition or requirement to such an extent as the Council may think fit;
(e) may
contain incidental, supplementary and transitional provisions.
(4) The
Council shall have power to:
(a) prescribe
the form and contents of any document referred to in this byelaw as being in
the prescribed form;
(b) agree
any amendments or variations to the prescribed form of transfer agreement
(including any change in the parties thereto);
(c) prescribe
requirements with respect to the investment of sums received by a transferee
under an approved transfer agreement (or any part of them);
(d) prescribe
dates on which any sums which under the terms of an approved transfer agreement
are expressed to be payable on a prescribed date are to be so payable;
(e) prescribe
requirements with respect to relevant advertisements for the purposes of
paragraph 7.
(5) Any
power conferred on the Council by any provision of this byelaw is in addition
to, and shall not be construed as limiting or being limited by, any other power
of the Council, whether conferred by any other provision of this byelaw or
otherwise.
[5A. Appointment
of Conversion Official
(1) The
Council may appoint an officer or employee of the Society to supervise
compliance with the conditions and requirements prescribed under paragraph 5
and to fulfil the functions specified in those conditions and requirements.
(2) The
person appointed pursuant to sub-paragraph (1) shall have the title of
Conversion Official.
(3) The
Conversion Official shall have power:
(a) to
delegate all, or any, of his powers or duties to one or more other persons;
(b) to
prescribe the form and content of any document and conditions and requirements
to be complied with by any person seeking approval of a relevant arrangement or
conversion scheme which are additional to or which vary those prescribed by the
Council under paragraph 5;
(c) to
exercise the powers expressed to be conferred on the Conversion Official
pursuant to the conditions and requirements prescribed by the Council under
paragraph 5.]
NOTE
6. Ancillary
Powers
(1) In
connection with an approved conversion arrangement, the Council may effect,
join in effecting or approve any variation or modification of:
(a) the
trusts, powers and other terms and conditions on or subject to which any money
or property constituting funds at LloydÕs of a member of the Society are or
have been held;
(b) the
requirements of the Council relating to the provision of funds at LloydÕs and
to overall premium limits and memberÕs syndicate premium limits.
(2) Without
limiting the generality of sub-paragraph (1) above, any variation or
modification which the Council effects, joins in effecting or approves under
that sub-paragraph may have the effect that:
(a) money
or other property constituting funds at LloydÕs of a member of the Society is
to be or may be applied in or towards the discharge of liabilities or expenses
of a corporate member, whether or not such money or property continues to be
applicable in or towards the discharge of liabilities or expenses of the first
mentioned member of the Society;
(b) money
or other property which constitutes or has constituted funds at LloydÕs of a
member of the Society may be treated or taken into account as funds at LloydÕs
of a corporate member for such purposes, in such manner and to such an extent
as may be specified.
7. Relevant
advertisements
No
underwriting agent [É] shall issue, or cause or permit to be issued, a relevant
advertisement which does not comply with such conditions and requirements as
the Council may prescribe for the purposes of this paragraph.
NOTE
8. Repeal
and Amendments
[All these
have been effected on the relevant byelaws.]
9. Commencement
This
byelaw shall come into force on 5 June 1996.
ScheduleÑInterpretation
1. Unless
the context otherwise requires, words and expressions defined in the Membership
Byelaw have the same meanings in this byelaw.
2. In
this byelaw, unless the context otherwise requires:
ÒadvertisementÓ
has the meaning given in section 207(2) of the Financial Services Act 1986;
Òapproved
arrangementÓ has the meaning given in paragraph 2(2) and Òapproved conversion
arrangementÓ and Òapproved transfer agreementÓ shall be construed accordingly;
Òclosed
year of accountÓ, in relation to a transferor, means any year of account of a
syndicate for which that transferor was a member of the syndicate which is not
an open year of account;
Òconversion
arrangementÓ means an interavailability [, reverse interavailability] or
transition arrangement;
NOTE
Òconversion
schemeÓ means a scheme under which a number of members participate in [the same
or] separate conversion arrangements with [the same or] different successor
members in substantially the same terms and with the same person as sponsor;
NOTE
Òeffective
dateÓ, in relation to an approved conversion arrangement, means the date
specified in that arrangement as the date on which it is to take effect, which
shall be 1st January in any year or such other date as the Council may permit;
ÒinteravailableÓ
has the meaning given in paragraph 3 below;
Òinteravailability
arrangementÓ means an arrangement under which the funds at LloydÕs of a
participant are made interavailable to a corporate member;
Òmanaging
agentÓ means:
(a) an
underwriting agent which is listed as a managing agent on the register of
underwriting agents maintained under the Underwriting Agents Byelaw (No. 4 of
1984, 101); or
(b) a
person appointed by the Council to act as a managing agent for an underwriting
member of LloydÕs under the Substitute Agents Byelaw (No. 20 of 1983, 300);
ÒmembersÕ
agentÓ means:
(a) an
underwriting agent which is listed as a membersÕ agent on the register of
underwriting agents maintained under the Underwriting Agents Byelaw (No. 4 of
1984, 101); or
(b) a
person appointed by the Council to act as a membersÕ agent for an underwriting
member of LloydÕs under the Substitute Agents Byelaw (No. 20 of 1983, 300);
ÒMembership
ByelawÓ means the Membership Byelaw (No. 17 of 1993, 111);
Òopen year
of accountÓ, in relation to a transferor, means any year of account of a
syndicate of which that transferor was a member which has not been closed by
reinsurance to close at the effective date;
ÒparticipantÓ
means [an individual member] of LloydÕs (other than the successor member) who
takes part in a relevant arrangement;
NOTE
Òparticipation
nominationÓ means a nomination such as is referred to in clause 11A.2 of an
agreement in the terms of the standard managing agentÕs agreement (general) or
standard managing agentÕs agreement (corporate member);
Òprospective
participationÓ means the amount of the membersÕ syndicate premium limit with
which a [person] will be entitled to participate for the following year of
account;
NOTE
Òqualifying
securitiesÓ means securities issued by a successor member or a body corporate
which is connected with the successor member in the manner specified in
conditions and requirements prescribed pursuant to paragraph 5 of this byelaw;
Òrelevant
advertisementÓ means any advertisement inviting a member of the Society or a
candidate to enter or offer to enter into a relevant arrangement or containing
information calculated to lead directly or indirectly to a member of the
Society or a candidate doing so;
Òrelevant
arrangementÓ means any conversion arrangement, share swap arrangement or
surrender arrangement;
Òreinsurance
to closeÓ has the meaning given in paragraph 1 of Schedule 1 to the Syndicate
Accounting Byelaw [(No. 18 of 1994, 326)];
NOTE
Òrequirements
of the CouncilÓ means any requirement imposed by any byelaw or regulation made
under LloydÕs Acts 1871 to 1982, any condition or requirement imposed or
direction given under any such byelaw or regulation, any direction given under
section 6 of LloydÕs Act 1982, any requirement imposed by or under any
undertaking given by a member of the Society to LloydÕs or to the Council and
any other requirement imposed or direction given by the Council under LloydÕs
Acts 1871 to 1982; and the phrase Òrequired by the CouncilÓ and similar phrases
shall be construed accordingly;
[Òreverse
interavailabilityÓ means an arrangement under which the funds at LloydÕs of a
successor member are made interavailable to a participant;]
NOTE
[Òsecond
nominationÓ has the meaning given in the Schedule to the Assignment of
Syndicate Participations (Second Nomination) Byelaw (No. 6 of 2000);]
NOTE
Òshare swap
arrangementÓ means an arrangement under which a [[person]] makes a
participation nomination [[and/or a second nomination]] in favour of a
corporate member and in consideration [[that person]] receives [cash and/or]
qualifying securities;
NOTE
Òsuccessor
memberÓ means the corporate member in whose favour a participation nomination
[[and/or a second nomination]] is made, the funds at LloydÕs of another member
are made interavailable [, the funds at LloydÕs of which are made
interavailable to another member] or which reinsures the open years of another
member under a transition arrangement;
NOTE
Òsurrender
arrangementÓ means an arrangement under which [a person] receives cash or other
consideration for surrendering the whole or any part of his prospective
participation in circumstances in which:
(a) no
participation nomination [or second nomination] is made; and
(b) either
the arrangement is entered into with the managing agent of [the syndicate to
which the arrangement relates] or that managing agent agrees to permit another
member to underwrite in succession to [that person] without the requirement for
a participation nomination [or a second nomination] being made;
NOTE
Òtransfer
agreementÓ has the meaning given in paragraph 4(1);
ÒtransfereeÓ
means in relation to a transfer agreement, the corporate member to whom the
transferorÕs business is or is to be transferred;
ÒtransferorÓ
means in relation to a transfer agreement, the member of the Society agreeing
to transfer his business under that agreement;
Òtransition
arrangementÓ means an arrangement under which a corporate member reinsures some
or all of the open years of a participant;
Òunapproved
arrangementÓ means a relevant arrangement other than an approved arrangement;
Òunderwriting
agentÓ means a managing agent or a membersÕ agent.
3. For
the purposes of this byelaw, funds at LloydÕs of a member of the Society are
made ÒinteravailableÓ if any arrangement is made (whether by way of variation
or modification of the trusts, powers, terms, conditions and other arrangements
under which those funds at LloydÕs are held or otherwise) which has the effect
that instead of providing security solely for the underwriting business at
LloydÕs of that member, those funds at LloydÕs are held so as to provide
security both for the underwriting business at LloydÕs of that member and for
the underwriting business at LloydÕs of any other member or members of the
Society.
330. Core
Principles Byelaw No. 34 of 1996, 7 August 1996.
COMMENCEMENT
This
byelaw came into force on 7 August 1996.
AMENDMENTS
This byelaw
was amended by
Core
Principles (Amendment) Byelaw (No. 41 of 1996)
Core
Principles (Amendment No. 2) Byelaw (No. 12 of 1997)
Revocation
of Certain Byelaws Byelaw (No. 13 of 1999).
EXPLANATORY
NOTE
(This note
is not part of the byelaw.)
This
byelaw introduces core principles applicable to all underwriting agents
registered pursuant to the Underwriting Agents Byelaw (No. 4 of 1984). The core
principles, which were first published by the LloydÕs Regulatory Board on 2
February 1996, are intended to form a statement of the standards expected of
all underwriting agents at LloydÕs. They do not represent an exhaustive list of
the standards expected of an underwriting agent and other requirements set by
LloydÕs must also be observed. Breach of any of the core principles may
constitute misconduct under the Misconduct and Penalties Byelaw (No. 30 of
1996).
The Council
of LloydÕs in exercise of its powers under LloydÕs Act 1982 by special
resolution hereby makes the following byelaw.
Interpretation
1. The
provisions of Schedule 1 to this byelaw (interpretation) shall have effect.
Core
Principles
2. The
provisions of Schedule 2 to this byelaw (Core Principles for Underwriting
Agents) shall have effect and shall apply to:
(i) any
underwriting agent; and
(ii) any
registered individual and the core principles shall be read as if the words Òa
registered individualÓ stand-in place of Òan agentÓ as the sense permits.
[2A The
Council may from time to time [[make]] codes of practice [[and requirements]]
in respect of any matters relating to the Core Principles for Underwriting
Agents.
2B A
failure on the part of any underwriting agent or registered individual to
observe any provision of any code of practice [[other than requirements]] made
pursuant to this paragraph shall not of itself constitute a breach of this
Byelaw, but any such failure may in disciplinary proceedings be relied upon by
any party to the proceedings as tending to establish or negative any liability
which is in question in those proceedings.]
NOTE
Commencement
and Application
3. This
byelaw shall come into force on [1 January 1997].
NOTES
Schedule
1ÑInterpretation
ÒAn
underwriting agentÓ means a person registered to act as an underwriting agent
pursuant to the Underwriting Agents Byelaw (No. 4 of 1984, 101).
ÒA
registered individualÓ means an individual registered under the Individual
Registration Byelaw (No. 13 of 1996, 115).
Schedule
2ÑCore Principles for Underwriting Agents
1.
Integrity
An
agent should observe high standards of integrity and deal openly and fairly.
2. Skill,
Care and Diligence
An
agent should act with due skill, care and diligence.
3. Market
Conduct
An
agent should observe high standards of conduct and should take all reasonable
steps to avoid causing harm to the standing or reputation of LloydÕs.
4. Conduct
towards Members
An
agent should conduct the affairs of each of the members for whom it acts in a
manner which does not unfairly prejudice the interests of any such member.
5.
Information
An
agent should seek from members it advises any information about their
circumstances and objectives which might reasonably be expected to be relevant
in enabling it to fulfil its responsibilities to them. An agent should also
take all reasonable steps to give members it advises or for whom it exercises
discretion, in a comprehensible and timely way, any information needed to
enable them to make balanced and informed decisions. An agent should also be ready
to provide members with a full and fair account of the fulfilment of its
responsibilities to them.*
6.
Conflicts of Interest
An
agent should seek to avoid any conflict of interest arising, but where a
conflict does arise, should make comprehensible and timely disclosure of that
conflict and of the steps to be taken to ensure the fair treatment of any
members affected. An agent should not unfairly put its own interest above its
duty to any members for whom it acts.
7. Assets
An
agent should deal with assets and rights received or held on behalf of a member
prudently and in accordance with the terms of any applicable trust deed or
agreement with the member.
_____________
* This
principle does not require an agent to give the member concerned greater rights
of access to documents and information than that member has under any agreement
with the agent.
8.
Financial Resources
An
agent should maintain adequate financial resources to meet its commitments and
to withstand the normal risks to which it is subjected.
9. Internal
Organisation
An
agent should organise and control its internal affairs in a responsible manner,
maintaining proper records and systems for the conduct of its business and the
management of risk. It should have adequate arrangements to ensure that staff
and others whom it employs are suitable, adequately trained and properly
supervised and that it has well-defined compliance procedures.
10.
Relations with LloydÕs
An
agent should deal with LloydÕs in an open and co-operative manner and keep
LloydÕs promptly informed of anything concerning the agent which LloydÕs might
reasonably be expected to be disclosed to it.
331.
Auction Byelaw No. 14 of 1997, 17 April 1997
COMMENCEMENT
This
byelaw came into force on 7 May 1997.
AMENDMENTS
This
byelaw was amended by
Assignment
of Syndicate Participations (Second Nomination) Byelaw (No. 6 of 2000), 349.
EXPLANATORY
NOTE
(This note
is not part of the byelaw)
This
byelaw, which came into force on 17 April 1997, replaces the Syndicate Capacity
Allocation (1996) Byelaw (No. 8 of 1996). It empowers the Council to establish
arrangements for the holding of auctions in respect of rights to capacity on
syndicates for 1997 and following years of account. The arrangements are from
time to time prescribed in rules made under the byelaw. The byelaw also makes
provision for the appointment of an official with the title of Auction Official
to have responsibility for the management and supervision of auctions.
The Council
of LloydÕs in exercise of its powers under section 6(2) of LloydÕs Act 1982 by
special resolution hereby makes the following byelaw.
1. Interpretation
The
Schedule to this byelaw (interpretation) shall have effect.
2. Power
to establish Capacity Allocation Scheme
(1) The
Council may establish and maintain a scheme (in this byelaw called a Òcapacity
allocation schemeÓ) for allocating the opportunity to participate in syndicates
for the next following year of account through a process or processes (each
such process being in this byelaw called an ÒauctionÓ) under which, in respect
of each syndicate to which the scheme applies:
(a) persons
who wish to participate in the syndicate for the next following year of account
(ÒsubscribersÓ) submit offers (Òsubscription ordersÓ) for rights (as defined in
sub-paragraph (2)), each such subscription order being made on terms that the
subscriber will, if allocated such a right, become liable to make a payment of
an amount to be determined in accordance with the terms of the subscription
order and the auction rules;
(b) persons
who are willing to surrender rights (ÒtenderersÓ) submit offers (Òtender
ordersÓ) to surrender those rights, each such tender order being made on terms
that the tenderer will become entitled to receive in respect of any rights
which may be surrendered a payment of an amount to be determined in accordance
with the terms of the tender order and the auction rules;
(c) subscription
orders and tender orders are matched; and
(d) in
consequence of such matching:
(i) some
or all subscribers are allocated rights;
(ii) some
or all tenderers surrender their rights wholly or to such an extent as will
ensure that the aggregate amount of the rights so surrendered is equal to the
aggregate amount of the rights allocated under (i) above;
(iii) money
becomes payable by the subscribers who are allocated rights under (i) above and
distributable among the tenderers whose rights are surrendered under (ii)
above.
(2) In
sub-paragraph (1):
(a) ÒrightÓ
when used in relation to a subscriber means the right to participate in the
syndicate for the next following year of account with a memberÕs syndicate
premium limit of an amount specified in the subscription order (or, if he is
otherwise entitled to participate in that syndicate for the next following year
of account, the right to increase his memberÕs syndicate premium limit by that
amount);
(b) references
to a person Òsurrendering a rightÓ shall be construed as references to that
person agreeing to reduce, by an amount specified in the tender order submitted
by him, the memberÕs syndicate premium limit with which he would otherwise be
entitled to participate in the syndicate;
(c) a
person (Òa deceased personÓ) who until the time of his death was a member of a
syndicate for the current year of account shall be deemed to be a person who is
entitled to participate in that syndicate; and
(d) references
to the submission of a tender order or subscription order by a person shall be
taken to include the submission by any intermediary of a tender order or
subscription order on his behalf.
(3) Any
capacity allocation scheme may, but need not, involve the making by any person
participating in that scheme of a [second nomination or a] nomination under
clause 11 A.2 of any agreement in the terms of the standard managing agentÕs
agreement (general) or standard managing agentÕs agreement (corporate member).
NOTE
(4) Any
capacity allocation scheme shall be and is hereby approved pursuant to
paragraph 14(2)(a) of the Agency Agreements Byelaw (No. 8 of 1988, 310) for the
purposes of paragraph 14(1)(a) of that byelaw as an arrangement for
facilitating agreements for such nominations [or for second nominations] to the
extent that it involves the making of such nominations [or second nominations].
NOTE
(5) For
the purposes of establishing a capacity allocation scheme, the Council may make
rules prescribing or regulating:
(a) the
arrangements to be established for the purpose of holding auctions;
(b) the
procedures to be followed by persons wishing to participate in auctions;
(c) the
basis upon which a membersÕ agent operating a MAPA may participate in an
auction;
(d) the
manner, time and place in which any auction is to be held;
(e) the
eligibility of any person to participate in any auction, whether as a
subscriber or tenderer or an intermediary, and so that any rules made for such
purposes may impose or provide for conditions and requirements to be satisfied
or complied with by those persons, which conditions and requirements may:
(i) include
requirements to complete notices and other documents or to make electronic
submissions (including forms of subscription order and tender order) in the
prescribed form;
(ii) include
the requirement to execute and deliver or otherwise become a party to any
prescribed form of deed, trust deed, contract, assignment, undertaking,
mandate, authority, power of attorney, negotiable instrument or other document
or instrument whatsoever;
(iii) include
requirements relating to the provision of confirmations, declarations or
information relating to a person who is to participate in an auction in the
prescribed form;
(iv) include
requirements relating to the compliance of a person who is to participate in an
auction with requirements of the Council and obligations arising under any
agreements in the terms of the standard managing agentÕs agreement (general) or
standard managing agentÕs agreement (corporate member) to which he is a party,
or under any other provision to the like effect contained in any agreement with
an underwriting agent to which he is a party;
(v) make
different provision for different classes of member of the Society; and
(vi) make
different provision for corporate members and individual members;
(f) the
ranking of subscription orders and tender orders;
(g) the
basis on which and manner in which subscription orders and tender orders are to
be matched;
(h) the
basis on which rights are to be allocated to subscribers and money distributed
among tenderers under paragraph 2(1)(d), and in particular the circumstances
and manner in which subscription orders and tender orders may be scaled down;
(i) the
fees or other sums to be paid by persons participating in any auction;
(j) the
information which is to be supplied by underwriting agents or any director or
partner of an underwriting agent or any person who works for an underwriting
agent in such capacity as may be specified in those rules;
(k) the
manner in which information relating to the submission of tender orders and
subscription orders is to be made available;
(l) the
powers and functions of the Auction Official;
(m) the manner
in which financial obligations incurred by persons participating in those
arrangements are to be settled; and
(n) such
other matters relating to or connected with any auctions as may be thought fit.
(6) The
Council may from time to time vary any rules prescribed under sub-paragraph
(5).
3. Appointment
of Auction Official
(1) The
Council may appoint an officer or employee of the Society to supervise and
manage arrangements made pursuant to a capacity allocation scheme and to fulfil
the functions specified in the auction rules.
(2) The
person appointed pursuant to sub-paragraph (1) shall have the title of Auction
Official.
(3) The
Auction Official shall have power:
(a) to
delegate all, or any, of his powers or duties to one or more other persons;
(b) to
prescribe the form and contents of any notice or other document or any
electronic submission referred to in paragraph 2(5) and to require a person who
is to participate in an auction to execute and deliver or otherwise become a
party to any prescribed form of deed, trust deed, contract, assignment,
undertaking, mandate, authority, power of attorney, negotiable instrument or
other document or instrument whatsoever;
(c) to
prescribe procedures to be followed by persons wishing to participate in any
capacity allocation scheme which are additional to or which vary those
prescribed in the auction rules;
(d) to
exercise the powers expressed to be conferred on the Auction Official pursuant
to the auction rules.
4. Furtherance
of Scheme
(1) Every
underwriting agent shall do all such acts and things and shall execute all such
documents as shall be necessary or expedient on its part to give effect to any
capacity allocation scheme.
(2) Without
limiting the generality of sub-paragraph (1), a managing agent shall enter into
an agreement in the terms of the standard managing agentÕs agreement (general)
or standard managing agentÕs agreement (corporate member) with any subscriber
to whom any rights (within the meaning of paragraph 2(2)) are allocated in
respect of a syndicate in respect of which it is the managing agent.
(3) Subject
to sub-paragraph (4) and without limiting the genereality of sub-paragraph (1),
a managing agent shall enter into an agreement in the terms of the standard
agentÕs agreement with the membersÕ agent of any subscriber to whom any rights
(within the meaning of paragraph (2(2)), are allocated in respect of a
syndicate in respect of which it is the managing agent if there is no such
agreement current between the managing agent and that membersÕ agent.
(4) The
Council may, on an application by any managing agent, waive the requirements of
sub-paragraph (3) in any particular case.
5. General
It
shall be a condition relating to membership of the Society and of permission to
underwrite that a member of the Society discharge any financial obligations
incurred pursuant to a capacity allocation scheme and the provisions of the
Membership Byelaw (No. 17 of 1993, 111) shall apply accordingly where any
member of the Society fails to do so.
6. Commencement
This
byelaw shall come into force on 17 April 1997.
ScheduleÑInterpretation
In
this byelaw:
ÒAgency
Agreements ByelawÓ means the Agency Agreements Byelaw (No. 8 of 1988, 310);
ÒAuction
RulesÓ means the rules prescribed by the Council under paragraph 2(5) of this
byelaw;
ÒmemberÕs
syndicate premium limitÓ has the meaning given in the Membership Byelaw (No. 17
of 1993, 111);
[Òsecond
nominationÓ has the meaning given in the Schedule to the Assignment of
Syndicate Participations (Second Nomination) Byelaw (No. 6 of 2000);]
NOTE
Òstandard
agentsÕ agreement, standard managing agentÕs agreement (general)Ó and Òstandard
managing agentÕs agreement (corporate member)Ó have the meanings respectively
given in the Agency Agreements Byelaw;
332. Major
Syndicate Transactions
Byelaw No.
18 of 1997, 14 May 1997
COMMENCEMENT
This
byelaw came into force on 15 May 1997.
AMENDMENT
This
byelaw was amended by
Major
Syndicate Transactions (Amendment) Byelaw (No. 30 of 1997)
Major
Syndicate Transactions (Amendment No. 2) Byelaw (No. 4 of 1998)
Conversion
and Related Arrangements (Amendment No. 2) Byelaw (No. 12 of 1998)
Major
Syndicate Transactions (Amendment No. 3) Byelaw (No. 13 of 1998)
Mandatory
Offer Byelaw (No. 5 of 1999)
Underwriting
Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Assignment
of Syndicate Participations (Second Nomination) Byelaw (No. 6 of 2000).
EXPLANATORY
NOTE
(This note
is not part of the byelaw)
This
byelaw provides, for the avoidance of doubt, an explicit framework governing
the termination of the managing agentÕs appointments under relevant managing
agentÕs agreements, and for the imposition of appropriate conditions or
requirements in connection therewith, in circumstances where:
(a) a
managing agent wishes to merge different syndicates; or
(b) an
invitation by a managing agent or a connected company to enter into a surrender
arrangement or a share swap arrangement has been accepted by members whose
membersÕ syndicate premium limits are in aggregate not less than 90 per cent of
the prospective syndicate allocated capacity of a syndicate and that managing
agent or connected company wishes to buy out the remaining members; or
(c) a
managing agent intends for any other reason to cease to accept new or renewal
business on behalf of a syndicate managed by it.
The
byelaw also requires any person whose prospective membersÕ syndicate premium
limit is not less than 90 per cent of the prospective syndicate allocated
capacity of a syndicate to invite all those entitled to participate in the next
following year of account to enter into surrender arrangements or share swap
arrangements.
Schedules
1, 2 and 4 of the byelaw lay down procedural requirements to be followed
concurrently with requisite applications for permission to terminate managing
agentsÕ agreements under paragraph 11B of the Agency Agreements Byelaw (No. 8
of 1988) in connection with syndicate mergers, mandatory buy-outs and syndicate
cessations respectively, and authorise the Council to impose conditions and
requirements on the granting of any consent. Schedule 3 prescribes the
procedure for mandatory offers.
Mandatory
buy-outs and mandatory offers are required to be conducted in accordance with
any conditions and requirements made under the Conversion and Related
Arrangements Byelaw (No. 22 of 1996) for the time being in force, as modified
under this byelaw.
Schedule
5 sets out general Statements of Principle to be followed in relation to any
transaction effecting any general change of participation in the syndicates.
Arrangement
of Paragraphs
1. Syndicate
mergers
2. Minority
buy-outs
3. Mandatory
offers
4. Syndicate
cessation
5. Statements
of Principle
6. Conversion
and Related Arrangements Byelaw (No. 22 of 1996)
7. Appeal
8. Powers
cumulative
9. Miscellaneous
and consequential amendments
10. Interpretation
11. Commencement
Schedule
1. Syndicate mergers
Schedule
2. Minority buy-outs
Schedule
3. Mandatory offers
Schedule
4. Syndicate cessation
Schedule
5. Statements of Principle
The Council
of LloydÕs in exercise of its powers under section 6(2) of, and paragraph (13)
of Schedule 2 to, LloydÕs Act 1982 by special resolution hereby makes the
following byelaw.
1. Syndicate
mergers
(1) No
syndicate merger shall be effected without the written consent of the Council.
(2) In
this byelaw Òsyndicate mergerÓ means a transaction by which:
(a) a
managing agent ceases or is to cease to accept new business or renewal business
on behalf of the syndicate (a Òceasing syndicateÓ);
(b) reinsurance
to close is placed on behalf of the ceasing syndicate for its final year of
account with another syndicate (the Òsuccessor syndicateÓ);
(c) the
managing agent of the successor syndicate is to accept renewals of business
previously accepted by the ceasing syndicate; and
(d) members
of the ceasing syndicate and members of the successor syndicate are offered
participation in the successor syndicate for the next following year of
account.
(3) Schedule
1 to this byelaw shall have effect in relation to syndicate mergers [save as
the Council may permit].
NOTE
2. Minority
buy-outs
(1) If:
(a) a
managing agent or any connected company which is an underwriting member or
candidate or prospective candidate has made an invitation in accordance with
Schedule 2 to this byelaw to every member of a syndicate for the current year
of account other than
(i) a
connected company of the managing agent; or
(ii) any
member specified by the Council as a person who by reason of the law of any
foreign jurisdiction where he is resident or domiciled should not receive such
invitation,
to
participate in a surrender arrangement or share swap arrangement in relation to
all of his entitlement to participate in the syndicate for the next following
year of account; and
(b) that
invitation has been accepted by members of the syndicate whose memberÕs
syndicate premium limits, taken together with the memberÕs syndicate premium
limit of any connected company of that managing agent, for the current year of
account in aggregate are not less than 90 per cent (or such other proportion as
the Council may specify, either generally or in relation to a particular case)
of the syndicate allocated capacity for that year of account,
the Council
may permit the managing agent to give to all of those members of the syndicate
who have not accepted the invitation notice of termination of the standard
managing agentÕs agreement in relation to that syndicate under clause 11.6
thereof.
(2) Where,
under any approval granted under Part H of the Membership and Underwriting
Requirements (Corporate Member), the same individual is permitted to act as
underwriter for two or more syndicates managed by the same managing agent, one
of which consists only of a single corporate member (the Òparallel syndicateÓ)
and the other or others of which (the Òongoing natural syndicatesÓ) include
individual members, this paragraph and Schedule 2 shall apply as if all the
syndicates were the same syndicate.
(3) In
this byelaw Òminority buy-outÓ means a transaction permitted by the Council
under sub-paragraph (1).
(4) Schedule
2 to this byelaw shall have effect in relation to minority buy-outs.
3. Mandatory
offers
[É]
NOTE
4. Syndicate
cessation
(1) Where
a managing agent intends to cease accepting new or renewal business on behalf
of a syndicate managed by it without either:
(a) the
express consent of:
(i) every
member of the syndicate for the current year of account (other than a member
who is a member of the syndicate by virtue only of his participation in a MAPA)
who has not given notice terminating the managing agentÕs appointment under a
managing agentÕs agreement in relation to the syndicate or by auction or
nomination of a successor under clause 11A.2 of a managing agentÕs agreement
[or a second nomination] wholly surrendered his right to participate in the
syndicate for the next following year of account; and
(ii) every
membersÕ agent which operates a MAPA through which members participate in the
syndicate; or
(b) the
consent of the Council to a syndicate merger granted under Schedule 1 to this
byelaw;
the
provisions of Schedule 4 shall apply.
(2) In
this byelaw Òsyndicate cessationÓ means a cessation of acceptance of new or
renewal business by the managing agent of a syndicate in circumstances to which
Schedule 4 applies by virtue of sub-paragraph (1).
NOTE
5. Statements
of Principle
Subject
to any other provision of this byelaw, the Statements of Principle set out in
Schedule 5 to this byelaw shall apply to all transactions effecting any change
of participation in syndicates.
6. Conversion
and Related Arrangements Byelaw (No. 22 of 1996, 329)
The
Council may for the purposes of this byelaw modify any conditions and
requirements made under paragraph 5(1) of the Conversion and Related
Arrangements Byelaw (No. 22 of 1996, 329).
7. Appeal
The
Appeal Tribunal Byelaw (No. 32 of 1996, 420) is amended in Schedule 3 thereto
as follows:
[This
amendment was made on the original byelaw.]
8. Powers
cumulative
(1) Except
in so far as it is expressly otherwise provided, any power conferred on the
Council by any provision of this byelaw, and any duty imposed on any person by
any provision of this byelaw, is in addition to, and shall not be construed as
limiting or being limited by, any other power of the Council, or any other duty
of any managing agent, membersÕ agent or any director, officer or employee of,
or partner in, any managing agent or membersÕ agent, whether conferred or
imposed by any other provision of this byelaw or otherwise; and in particular
any requirement to make any application under any provision of this byelaw
shall not be taken to affect any requirement to apply under paragraph 11B of
the Agency Agreements Byelaw (No. 8 of 1988, 310) for the CouncilÕs permission
to terminate any managing agentÕs agreement.
(2) Except
in so far as it is expressly otherwise provided in such agreement, no power,
right, entitlement or privilege conferred on any member by the provisions of
any agreement in the form of the standard managing agentÕs agreement or under
the Agency Agreements Byelaw (No. 8 of 1988, 310) shall be construed as being
limited by any provision of this byelaw.
9. Miscellaneous
and consequential amendments
[All
these amendments have been carried out on the original byelaws.]
10. Interpretation
In
this byelaw, unless the context otherwise requires:
ÒassociateÓ
means, in relation to a [person]:
(a) any
director or employee of, or partner in, that [person] or any connected company;
(b) any
close relative of any such director, partner or employee; or
(c) any
connected company;
NOTE
ÒauctionÓ
means an auction held under a capacity allocation scheme established under the
Auction Byelaw (No. 14 of 1997, 331);
Òconnected
companyÓ means, in relation to [any person], any body corporate which controls
or is controlled by [that person] or is controlled by any [other] person (or
any group of persons) who also controls [that person] [, and any reference to a
company being Òconnected withÓ a person shall be construed accordingly;]
NOTE
[ÒcontrolÓ
has the meaning given in the Schedule to the Membership Byelaw (No. 17 of 1993,
111);]
NOTE
[Òclose
relativeÓ means an individualÕs spouse, his children and step-children, his
parents and step-parents, his brothers and sisters and his step-brothers and
step-sisters;]
NOTE
Òdirect
memberÓ means a member of a syndicate (other than a person who is a member of
the syndicate by virtue only of his participation in a MAPA) for whom the
managing agent acts also as membersÕ agent in relation to that syndicate or
(being a corporate member) a member for whom no person acts as membersÕ agent
in relation to that syndicate;
Òillustrative
shareÓ has the meaning given in paragraph 1 of Schedule 1 to the Syndicate
Accounting Byelaw (No. 18 of 1994, 326);
Òmanaging
agentÕs agreementÓ means an agreement in the form of the standard managing
agentÕs agreement (general) or of the standard managing agentÕs agreement
(corporate member) as for the time being prescribed by the Agency Agreements
Byelaw (No. 8 of 1988, 310);
[Òsecond
nominationÓ has the meaning given in the Schedule to the Assignment of
Syndicate Participations (Second Nomination) Byelaw (No. 6 of 2000);]
NOTE
Òshare swap
arrangementÓ and Òsurrender arrangementÓ have the meaning given in [[the
Schedule to the Conversion and Related Arrangements Byelaw (No. 22 of 1996,
332)]] [;
Òsyndicate
auditorÓ has the meaning given in paragraph 1 of Schedule 1 to the Syndicate
Accounting Byelaw (No. 18 of 1994, 326).]
NOTE
11. Commencement
This
byelaw shall come into force on 15 May 1997.
Schedule
1ÑSyndicate Mergers [Paragraph 1]
1. Applications
for consent
(1) An
application for consent shall be made in writing by the managing agent of each
syndicate concerned and shall:
(a) specify
the syndicates concerned;
(b) explain
why the syndicate merger is proposed;
(c) explain
the reasons for any omission from the proposed merger of any syndicate managed
by the managing agent; and
(d) be
made by 30 April [(or such later date as the Council may allow)] in the year in
which, or at the end of which, the ceasing syndicate is to cease accepting new
or renewal business.
NOTE
(2) The
Council may at any time require a managing agent which has made an application
under this paragraph to provide to the Council such additional information or
explanations in respect of the proposed syndicate merger as the Council thinks
fit.
(3) Where
a syndicate merger of syndicates managed by different managing agents is
proposed the application shall be made by every such managing agent jointly.
(4) An
application under this paragraph shall be made in the same document as an
application under paragraph 11B of the Agency Agreements Byelaw (No. 8 of 1988,
310) for permission to terminate the managing agentÕs agreements in relation to
the ceasing syndicate.
2. Provision
of information about proposal
(1) A
managing agent which makes an application under paragraph 1 of this Schedule
shall at the same time send written notice of the application, specifying the
syndicates concerned:
(a) to every
person who is a direct member of the ceasing syndicate for the current year of
account or of the successor syndicate for the current year of account;
(b) to
every membersÕ agent under arrangements made by which any member of any of the
syndicates referred to in (a) participates in that syndicate; and
(c) to
every [membersÕ agent] of any corporate member of any of the syndicates
referred to in (a), other than a corporate member which is a member of that
syndicate by virtue only of its participation in a MAPA.
NOTE
(2) Where
a managing agent has made an application for consent under paragraph 1 of this
Schedule and the Council has given conditional permission under paragraph
11B(8) of the Agency Agreements Byelaw (No. 8 of 1988, 310) for termination of
the managing agentÕs agreement the managing agent shall, no later than 31 May
next following (or such later date as the Council may permit) send to the
Council and to each of the persons to whom it is required by sub-paragraph (1)
of this paragraph to give notice of the application, the documents and
information required to be provided to the Council under paragraph 1(1),
together with the documents and information referred to in sub-paragraph (3) of
this paragraph and any other information necessary to enable:
(a) that
person; and
(b) in
the case of documents sent to a membersÕ agent, each member to whom that
membersÕ agent is required by sub-paragraph (5) of this paragraph to send those
documents and that information,
to make a
properly informed assessment of the proposed syndicate merger and its effect on
the members concerned.
(3) The
additional documents and information required to be provided under
sub-paragraph (2) are as follows:
(a) an
explanation of the basis on which, and the amounts in which (stated, by
reference to an illustrative share in the ceasing syndicate, as a share in the
syndicate allocated capacity and also as a monetary amount) rights to
participate in the successor syndicate for the next following year of account
are to be allocated among the members of the ceasing syndicate and (if any) the
members of the successor syndicate for the current year of account and any
other persons;
(b) particulars
of plans for participation in the successor syndicate by members who are
associates of the managing agent of the successor syndicate;
(c) confirmation
by the managing agent of the successor syndicate that it intends to effect a
reinsurance to close of the ceasing syndicate by the successor syndicate;
(d) a
copy of the syndicate annual report required to be prepared in the current year
for each syndicate concerned;
(e) [either:
(i) a
copy of the proposed business plan for the successor syndicate for the next
following year of account including the identity of the active underwriter and
particulars of his contract of employment; or
(ii) a
summary thereof specifying the person from whom copies of such proposed
business plan can be obtained free of charge;]
NOTE
(f) particulars
of the managing agentÕs plans in the event that the Council refuses its consent
to the proposal in respect of which the application is made; and
(g) any
other document or information for the time being prescribed by the Council for
the purpose of this sub-paragraph.
(4) If
at any time after the preparation of any documents or information referred to
in paragraph 1(1) or sub-paragraph (2) or (3) of this paragraph:
(a) there
is a significant change affecting any matter contained in any of those
documents the inclusion of which was required by any of those provisions; or
(b) a
significant new matter arises the inclusion of information in respect of which
would have been so required if it had arisen when the document was prepared,
the
managing agent shall forthwith prepare and send to the Council and to the
persons referred to in sub-paragraph (1) a supplementary document giving
particulars of the change or new matter.
(5) Every
membersÕ agent [É] which receives information or documents from a managing
agent under sub-paragraph (1), (2), (3) or (4) shall, within seven days after
receipt, send that information or those documents, together, in the case of
information or documents provided under sub-paragraphs (2), (3) or (4) with the
written advice of the membersÕ agent [É] on the proposed merger, to every
member of any of the syndicates concerned for the current year of account for
whom it acts as membersÕ agent [É] in relation to that syndicate (otherwise
than by virtue only of that memberÕs participation in a MAPA).
NOTE
(6) Any
documents and information provided to a member under sub-paragraphs (2), (3),
(4) or (5) shall be accompanied by a written statement that that member will
have an opportunity to attend a syndicate meeting convened for the purpose of
discussing and voting upon the proposed syndicate merger.
(7) Any
document:
(a) provided
by a managing agent to members [or] membersÕ agents [É] under this paragraph or
otherwise which contains information or advice in connection with a proposal
for a syndicate merger; or
(b) provided
by a membersÕ agent [É] to members under this paragraph or otherwise which
contains information or advice in connection with a proposal for a syndicate
merger;
shall be
fair, accurate and not misleading and shall contain all such information as the
members (and, in the case of a document prepared by a managing agent, the
membersÕ agents [É]) would reasonably expect to find there for the purpose of
making an informed assessment of the proposal and its effect on such members.
NOTE
(8) Any
document mentioned in sub-paragraph (7)(a) shall contain a declaration in the
following form:
ÒThe
[directors of] [partners in] the managing agent, whose names appear on page
[ ], have taken all reasonable care to ensure that the facts stated
herein are true and accurate in all material respects and that there are no
other material facts the omission of which would make misleading any statement
herein, whether of fact or opinion. All the directors accept responsibility
accordingly.Ó
3. Consultation
with syndicate members
(1) [Where
an application has been made to the Council under paragraph 1 of this Schedule,
the managing agent shall, no earlier than 30 days and no later than 60 days
after the date on which it sends documents and information under paragraph 2(2)
to the persons to whom it is required to send them, provide to the Council:
(a) written
evidence of the extent of support for, or objection to, the proposed syndicate
merger by any members of the ceasing syndicate or the successor syndicate for
the current year of account, including the result of any ballot held under
sub-paragraph (5); and
(b) a
certificate from the syndicate auditor of the ceasing syndicate confirming the
result of such ballot.]
NOTE
(2) Unless
the Council otherwise allows, a managing agent which makes an application under
paragraph 1 shall for the purpose of considering and voting upon the syndicate
merger convene for each ceasing syndicate and successor syndicate managed by it
a meeting of the members for the current year of account except:
(a) any
member who is a member by virtue only of his participation in a MAPA;
(b) any
member who by auction or by nomination of a successor under clause 11A.2 of a
managing agentÕs agreement has wholly surrendered his right to participate in
the syndicate for the next following year of account;
(c) any
member specified by the Council, on the application of the managing agent, as a
person who by reason of the law of any foreign jurisdiction in which he is
resident and or domiciled should not be invited to such a meeting or to participate
in a ballot conducted in relation to the proposed merger.
(3) Not
less than 21 days before the meeting and the latest date by which postal votes
are to be returned, the managing agent shall give written notice of the
meeting, and of the latest date by which postal votes are to be returned, to:
(a) every
member of the syndicate for the current year of account other than those
excluded under sub-paragraph (2)(a), (b) or (c);
(b) every
membersÕ agent which acts as such in relation to the syndicate for any member
of the syndicate (including any member excluded under sub-paragraph (2)(a) or
(c) but not including a member excluded under sub-paragraph (2)(b)). [É]
NOTE
(4) Notice
given under sub-paragraph (3)(a) or (b) shall be accompanied by a voting form
and a proxy form in such form respectively as the Council may prescribe and
shall state that the Society will, at the request of the memberÕs membersÕ
agent [É] on behalf of that member, forward to any other member of the
syndicate entitled to attend the meeting any communication about the proposed
syndicate merger which that member wishes to make.
NOTE
(5) The
managing agent shall conduct a ballot of the members entitled to be called to
the meeting under sub-paragraph (2) and of the membersÕ agents which operate
MAPAs through which any members participate in the syndicate for the current
year of account.
(6) Votes
may be cast in the ballot in person or by proxy at the meeting or by post.
(7) Where
a supplementary document has been sent under paragraph 2(4) the managing agent
shall permit members and membersÕ agents who have previously cast votes by post
to recast their votes in the ballot.
(8) All
expenses of the meeting and of administering the ballot shall be borne by the
managing agent.
(9) Every
membersÕ agent which operates a MAPA through which members participate in the
syndicate for the current year of account shall within 21 days after the ballot
inform the members of the MAPA in writing whether it voted for or against the
proposed syndicate merger and shall state the reasons for its decision.
4. Determination
of application
(1) The
Council shall consider any application duly made for its consent to a syndicate
merger and, subject to sub-paragraph (2) and to paragraphs 5 and 6, may grant
or refuse consent to that syndicate merger.
(2) The
Council may grant consent to a syndicate merger subject to such modifications
of the proposed syndicate merger as it thinks fit.
(3) If
the Council is minded to refuse an application, or to grant the application
subject to conditions, it shall by notice in writing so inform the managing
agent and shall permit that managing agent to make representations within such
period as the Council may require.
(4) The
Council shall inform the managing agent of its decision as soon as practicable,
except during an auction.
(5) The
managing agent of each syndicate concerned shall, within seven days after
receiving notice of the CouncilÕs decision whether or not to grant consent,
give written notice of that decision to every person to whom it was required by
paragraph 2(1) to give notice of its application [such written notice to
include the result of any ballot held under paragraph 3(5)].
NOTE
[5. Criteria
for consent
(1) In
considering whether to grant consent to a syndicate merger, the Council shall
take into account the extent to which the proposal for the syndicate merger has
the approval or disapproval of the persons who are members of any ceasing
syndicates or of the successor syndicate for the current year of account and of
any membersÕ agents in their capacity as MAPA operators in relation to any such
syndicates and, in particular, whether, of the aggregate of memberÕs syndicate
premium limits and MAPA participations attributable to members or MAPA operators
voting in the ballot under paragraph 3(5), not less than 75 per cent was
attributable to those voting in favour.
(2) In
considering whether to grant consent to a syndicate merger, the Council may
take into account any or all of the following matters:
(a) the
reasons why the syndicate merger is proposed;
(b) the
basis on which, and the amounts in which (stated as a share in the syndicate
allocated capacity and also as a monetary amount), rights to participate in the
successor syndicate for the next following year of account are to be allocated
among the members of the ceasing syndicate and of the successor syndicate (if
any) for the current year of account and any other persons;
(c) the
terms on which members of the ceasing syndicate will be invited to subscribe
for shares in, or otherwise participate in, any corporate member which is to
participate as a member of the successor syndicate for the next following year
of account;
(d) plans
for participation in the syndicate by members which are associates of the
managing agent of the successor syndicate;
(e) whether
the information provided to the members of the syndicates concerned (other than
members participating by virtue only of their participation in a MAPA) is
sufficient, and has been provided in sufficient time, to enable them to make an
informed assessment of the proposed syndicate merger and its effect on them;
(f) any
other matter (whether or not similar to any of the other matters mentioned in
this sub-paragraph) which in the opinion of the Council should be taken into
account in deciding whether its consent should be granted.]
NOTE
6. Conditions
and undertakings
(1) In
granting consent to a syndicate merger the Council may impose such conditions
as are in its view reasonably necessary to:
(a) protect,
so far as is practicable, the interests of the members of the syndicates
concerned in connection with their underwriting business; and
(b) protect
the rights of the members of the syndicates concerned under any agreement in
the form of the standard managing agentÕs agreement to continuing participation
in any syndicate, any syndicate pre-emption rights and any rights to
participate in any conversion scheme or any auction.
(2) Without
prejudice to the generality of sub-paragraph (1), the Council may as a
condition of granting consent to a syndicate merger impose conditions, or
require undertakings from the managing agent of any ceasing syndicate or the
successor syndicate, as to:
(a) the
basis on which, and the amounts in which rights to participate in the successor
syndicate for the next following year of account are to be allocated among the
members of the ceasing syndicate and of the successor syndicate (if any) for
the current year of account and any other persons;
(b) the
terms on which members of the ceasing syndicate will be invited to subscribe
for shares in, or otherwise participate in, any corporate member which is to
participate as a member of the successor syndicate for the next following year
of account;
(c) the
terms of any reinsurance to close of any ceasing syndicate by the successor
syndicate; and
(d) any
other matter which appears to be relevant, whether or not similar to any of the
other matters mentioned in this sub-paragraph.
Schedule
2ÑMinority Buy-Outs [Paragraph 2]
1. Terms
of invitation
(1) Any
minority buy-out shall comply with the conditions and requirements made under
paragraph 5(1) of the Conversion and Related Arrangements Byelaw (No. 22 of
1996, 329) for the time being in force and applicable to surrender arrangements
or share swap arrangements, as modified for the purposes of this byelaw.
(2) Where
a proposed minority buy-out comprises an invitation to participate in a share
swap arrangement that invitation shall permit members to whom it is made to receive
cash instead of shares in the successor vehicle or connected company (as
respectively defined in any conditions and requirements made under paragraph
5(1) of the Conversion and Related Arrangements Byelaw (No. 22 of 1996, 329)
and for the time being in force) of the successor vehicle.
2. Applications
for permission
(1) An
application for permission shall be made in writing by the managing agent of
the syndicate concerned.
(2) Where
the invitation to participate in the surrender arrangement or share swap
arrangement is to be made by a connected company of the managing agent the
application shall be made jointly by the managing agent and that connected
company.
(3) An
application shall:
(a) specify
the syndicate concerned;
(b) give
particulars of the proposed surrender arrangement or share swap arrangement;
(c) explain
why the managing agent is proposing the minority buy-out;
(d) be
made by 30 April in the year in which the invitation to enter into the
surrender arrangement or share swap arrangement is to be made.
(4) The
Council may at any time require a managing agent or connected company which has
made an application under this paragraph to provide such additional information
or explanations to the Council in respect of the proposed minority buy-out as
the Council thinks fit.
(5) An
application under this paragraph shall be made in the same document as an
application under paragraph 11B of the Agency Agreements Byelaw (No. 8 of 1988,
310) for permission to terminate the managing agentÕs agreements in relation to
the syndicate.
3. Provision
of information about proposal
(1) A
managing agent which makes an application under paragraph 2 shall at the same
time send written notice that the application has been made:
(a) to
every direct member of the syndicate concerned for the current year of account;
(b) to
every membersÕ agent under arrangements made by which any member participates
in the syndicate for the current year of account;
(c) to
every [[membersÕ agent]] of any corporate member of the syndicate for the
current year of account, other than a corporate member which is a member of
that syndicate by virtue only of its participation in a MAPA.
(2) Where
under paragraph 11B of the Agency Agreements Byelaw (No. 8 of 1988, 310) the
Council has granted conditional permission to terminate the managing agentÕs
agreements in relation to the syndicate the managing agent shall, unless the
Council otherwise allows, give notice of termination, together with particulars
of the conditions imposed, no later than [30 June], or such later date as the
Council may permit:
(a) to
every direct member of the syndicate;
(b) to
every other member of the syndicate by service on the membersÕ agent acting as
such on his behalf in relation to that syndicate; and
(c) to
every [[membersÕ agent]] of any corporate member of the syndicate for the
current year of account, other than a corporate member which is a member of
that syndicate by virtue only of its participation in a MAPA.
NOTE
(3) [Copies
of any capacity advertisement (as defined in the conditions and requirements
made under the Conversion and Related Arrangements Byelaw (No. 22 of 1996, 329)
and for the time being in force) shall be sent to the Council for the purposes
of the application under paragraph 2 at the same time as they are sent to the
Conversion Official.]
NOTE
4. Determination
of application
(1) Forthwith
after the date on which the invitation concerned is expressed to lapse or, if
there is no such date, 31 August the Council shall consider any application
duly made for its permission for a minority buy-out and, subject to paragraphs
5 and 6, may grant or refuse permission for that minority buy-out.
(2) If
the Council is minded to refuse an application, or to grant the application
subject to conditions, it shall by notice in writing so inform the managing
agent and shall permit that managing agent to make representations within such
period as the Council may require.
(3) The
Council shall inform the managing agent of its decision as soon as practicable,
except during an auction.
(4) The
managing agent of the syndicate shall, within seven days after receiving notice
of the CouncilÕs decision whether or not to grant permission, give written
notice of that decision to every person to whom it was required by paragraph
3(1) to give notice of the application.
5. Criteria
for consent
(1) In
considering whether to grant permission the Council shall take into account the
level of support of members of the syndicate for the proposed surrender arrangement
or share swap arrangement and, in particular whether the invitation to enter
into the surrender arrangement or share swap arrangement has been accepted by
members of the syndicate whose memberÕs syndicate premium limits, taken
together with the memberÕs syndicate premium limit of any connected company of
the managing agent, for that year of account in aggregate are not less than 90
per cent of the syndicate allocated capacity for that year of account.
(2) For
the purpose of sub-paragraph (1) there shall be disregarded (and the syndicate
allocated capacity shall be deemed to be reduced accordingly) the memberÕs
syndicate premium limit of:
(a) any
member specified by the Council, on the application of the managing agent, as a
person who by the law of any foreign jurisdiction where he is resident or
domiciled should not receive any invitation to participate in the surrender
arrangement or share swap arrangement; and
(b) any
member who by auction or by nomination of a successor under clause 11A.2 of the
managing agentÕs agreement has wholly surrendered his right to participate in
the syndicate for the next following year of account.
(3) In
considering whether to grant permission for a minority buy-out the Council may
take into account any or all of the following matters:
(a) the
reasons why the minority buy-out is proposed;
(b) the
adequacy of the consideration offered to members of the syndicate under the
surrender arrangement or share swap arrangement;
(c) any
other matter (whether or not similar to any of the other matters mentioned in
this sub-paragraph) which in the opinion of the Council should be taken into
account in deciding whether permission should be granted.
6. Conditions
and undertakings
(1) Where
the Council grants permission for a minority buy-out the managing agent or
connected company making the invitation shall pay or transfer to:
(a) those
members of the syndicates of the current year of account:
(i) to
whom the invitation was made but who did not accept it; or
(ii) to
whom, being resident or domiciled in a foreign jurisdiction, the invitation was
not made lest any law of that foreign jurisdiction be infringed; and
(b) to
persons to whom capacity on the syndicate for the next following year of
account has been allocated in an auction in the current year of account,
such cash
or securities in the successor member as they would have received if the
invitation had been made to them in respect of their entitlement to participate
in the syndicate for the next following year of account and they had accepted
it.
(2) In
granting permission for a minority buy-out the Council may impose such
conditions or require such undertakings as it thinks fit.
Schedule
3ÑMandatory Offers [Paragraph 3]
[É]
NOTE
Schedule
4ÑSyndicate Cessation [Paragraph 4]
1. Notification
to Council
(1) As
soon as a managing agent has a firm intention of ceasing to accept new or
renewal business on behalf of a syndicate managed by it in circumstances such
as to constitute a syndicate cessation the managing agent shall give written
notice to the Council of that intention:
(a) specifying
the syndicate concerned;
(b) giving
the name of the active underwriter and particulars of the terms and conditions
of his contract of service or contract for services;
(c) explaining
the reasons why the managing agent intends to cease to accept business on
behalf of the syndicate;
(d) giving
particulars of any proposed transfer of new or renewal business of the
syndicate to any other syndicate or other person; and
(e) giving
particulars of any compensation to be offered to members of the syndicate for
such cessation.
(2) Notice
must be given to the Council no later than 31 August (or such later date as the
Council may permit) in the year during which, or at the end of which, it is intended
to cease accepting new or renewal business on behalf of the syndicate.
(3) Notice
shall be given under this paragraph in the same document as an application
under paragraph 11B of the Agency Agreements Byelaw (No. 8 of 1988, 310) to
terminate the managing agentÕs agreements in relation to the syndicate.
(4) The
Council may at any time require a managing agent which has given notice under
this paragraph to provide to the Council such additional information or
explanations in respect of the proposed cessation as the Council thinks fit.
2. Provision
of information
A
managing agent which gives notice to the Council under paragraph 1 shall at the
same time send:
(a) to
every person who is a direct member of the syndicate for the current year of account
other than a member who by auction or by nomination of a successor under clause
11A.2 of a managing agentÕs agreement [[or by second nomination]] has wholly
surrendered his right to participate in the syndicate for the next following
year of account;
(b) to
every membersÕ agent under arrangements made by which any member participates
in the syndicate for the current year of account;
(c) to
every [membersÕ agent] of any corporate member of the syndicate for the current
year of account, other than a corporate member which is a member of that
syndicate by virtue only of its participation in a MAPA; and
(d) to
every person who by auction or by nomination as successor under clause 11A.2 of
the managing agentÕs agreement [[or by second nomination]] has become entitled
to participate in the syndicate for the next following year of account
(otherwise than by virtue of his participation in a MAPA),
NOTE
a copy of
that notice, together with a written notice that members, other than members
who are members of the syndicate by virtue only of their participation in a
MAPA, and membersÕ agents are entitled to make written representation to the
Council about the intended cessation within 21 days after the despatch of
notices by the managing agent under this paragraph.
3. Representations
by members and membersÕ agents
Where
a managing agent has given notice to the Council under paragraph 1, every
member of the syndicate for the current year of account, other than a member
who is a member of the syndicate by virtue only of his participation in a MAPA,
and every membersÕ agent under arrangements made by which any member
participates in the syndicate for the current year of account shall be entitled
to make representations to the Council about the intended cessation within 21
days after the despatch of notices by the managing agent under paragraph 1.
4. Determination
of application under paragraph 11B of Agency Agreements Byelaw (No. 8 of 1988,
310)
(1) In
considering an application by a managing agent under paragraph 11B of the
Agency Agreements Byelaw (No. 8 of 1988, 310) for permission to terminate
managing agentÕs agreements with members of the syndicate where the agent
intends to cease accepting new or renewal business on behalf of the syndicate,
the Council shall have regard to:
(a) the
reasons for the intended cessation;
(b) representations
made by members of the syndicate or by membersÕ agents under paragraph 3 of
this Schedule;
(c) whether
compensation which is adequate in the circumstances of the intended cessation
is offered or is to be offered to members of the syndicate for the current year
of account and to persons to whom capacity on the syndicate for the next
following year of account has been allocated in an auction;
(d) whether
new or renewal business which might reasonably have been expected to be
underwritten by the syndicate for the next following year of account is
expected to be underwritten by any other person, and if so, by whom; and
(e) any
other matter, whether or not similar to any of the other matters mentioned in
this sub-paragraph, which in the opinion of the Council should be taken into
account in deciding whether its permission should be granted.
(2) Conditions
imposed under paragraph 11B(8) of the Agency Agreement Byelaw (No. 8 of 1988)
may, in relation to any syndicate cessation, (without limiting the generality
of that sub-paragraph) include conditions:
(a) for
the protection of interests of members of the syndicate for the current year of
account in connection with new or renewal business which might reasonably have
been expected to be underwritten by them as members of the syndicate for the
next following year of account; and
(b) providing
for their compensation for the loss of the opportunity to underwrite such
business.
(3) Where
the Council decides to impose any conditions under paragraph 11B of the Agency
Agreement Byelaw (No. 8 of 1988, 310) in relation to a syndicate cessation, it
shall:
(a) forthwith
give written notice of those conditions to the managing agent; and
(b) direct
that the syndicate be suspended from the auctions.
(4) A
managing agent shall, within seven days after receipt of any notice of
conditions given under sub-paragraph (3), give written notice of those
conditions:
(a) to
every person who is a direct member of the syndicate for the current year of
account other than a member who by auction or nomination of a successor under
clause 11A.2 of a managing agentÕs agreement [[or second nomination]] has
wholly surrendered his right to participate in the syndicate for the next
following year of account;
(b) to
every membersÕ agent under arrangements made by which any member participates
in the syndicate for the current year of account;
(c) to
every [membersÕ agent] of any corporate member of the syndicate for the current
year of account, other than a corporate member which is a member of that
syndicate by virtue of its participation in a MAPA; and
(d) to
every person who by auction or by nomination as successor under clause 11A.2 of
the managing agentÕs agreement [[or by second nomination]] has become entitled
to participate in the syndicate for the next following year of account
(otherwise than by virtue of his participation in a MAPA).
NOTE
Schedule
5ÑStatements of Principle [Paragraph 5]
(i) Managing
agents [and] membersÕ agents [É] have a duty to act in the best interests of
their members.
NOTE
(ii) All
members of the same syndicate for the same year of account must be treated
similarly.
(iii) Information
must not be furnished to some members of an affected syndicate which is not
made available to all members of the same syndicate.
(iv) The
information must be sufficient to enable the members to reach a properly
informed decision and they must be allowed adequate time to reach a decision.
No relevant information should be withheld from them.
(v) All
information must be prepared with the highest standards of care and accuracy
and must not be misleading.
(vi) A
proposal or offer should only be announced after the most careful and
responsible consideration. It should only be made when the offeror has every
reason to believe that it can, and will continue to be able to, implement the
proposal or offer.
(vii) At no time
after a proposal or offer has been made or there is reason to believe one will
be made imminently, may any action be taken by a membersÕ agent, without the
approval of members, which could result in the proposal or offer being
frustrated or in members being denied an opportunity to decide on its merits.
(viii) The rights
attributable to a member of a membersÕ agent pooling arrangement (MAPA member)
are exercisable by the MAPA operator, including the right to vote. The membersÕ
agent must not, however, act on behalf of any bespoke member unless
specifically instructed by the member concerned to do so.
(ix) Directors
or partners of a managing agent [or] membersÕ agent [É] must always, in
advising their members, act only in the interests of those members and must not
have any regard to their personal interests or to those of any connected persons.
(x) Any
relevant interests held by any managing agent [or] membersÕ agent [É] and its
directors or partners must be disclosed to members as part of the documentation
which is sent to members.
NOTE
[(xi) All parties
to a transaction must use every endeavour to prevent the creation of a false
market in participations on any syndicate affected by that transaction and must
take care that statements are not made which may mislead syndicate members or
the market.
(xii) Rights of
control must be exercised in good faith.
(xiii) Where control of
a syndicate is acquired by a person or persons acting in concert, a general
offer to all participants may be required. Where an acquisition is contemplated
as a result of which a person may incur such an obligation, he must, before
making the acquisition, ensure that he can and will continue to be able to
implement such an offer.]
NOTE
333.
Syndicate Pre-Emption Byelaw No. 19 of 1997, 23 May 1997
COMMENCEMENT
This
byelaw came into force on 23 May 1997.
AMENDMENTS
This
byelaw was amended by
Syndicate
Pre-emption (Amendment) Byelaw (No. 26 of 1997)
Syndicate
Pre-emption (Amendment No. 2) Byelaw (No. 9 of 1998)
Run-Off
Years of Account (Revocation) Byelaw (No. 1 of 2000)
Syndicate
Pre-emption Byelaw (No. 4 of 2000)
Assignment
of Syndicate Participations (Second Nomination) Byelaw (No. 6 of 2000).
EXPLANATORY
NOTE
(This note
is not part of the byelaw)
This
byelaw revokes and replaces the Syndicate Pre-emption Byelaw (No. 15 of 1997)
which had itself replaced the Syndicate Pre-emption (1996) Byelaw. This byelaw
applies to increases or decreases in syndicate allocated capacity for 1998 or
subsequent years of account.
This
byelaw requires that any increase in the capacity of any syndicate be offered
to the members of that syndicate pro rata to their current memberÕs syndicate
premium limits. Pre-emption offers must be made to all such members who fall
within the definition of Òqualifying membersÓ in paragraph 2(2). The estates of
members who have died before a pre-emption offer is made are entitled to
receive pre-emption offers (paragraph 2(4)).
Paragraph
3 prescribes the procedure for pre-emption offers and their acceptance. The
Council may prescribe dates throughout the year on which membersÕ agents are
required to report levels of acceptances by their members to the Society.
Pre-emption offers to members participating through MAPAs are to be made to and
accepted by the MAPA operator rather than MAPA participants individually
(paragraph 4).
General
reductions in syndicate capacity are dealt with in paragraph 5. Reductions made
by the managing agent must be pro rata and must be notified to the Society by a
date prescribed by the Council. Reductions in excess of 15 per cent require the
consent of the Council. Increases of syndicate capacity over 7½ per cent
require the consent of three quarters (by capacity) of the members of the
syndicate and, in addition to consent of members, increases over 25 per cent
require the consent of the Council.
A
managing agent may allocate up to 2 per cent in aggregate of the capacity of a
syndicate to its agency staff every year provided that three quarters (by
capacity) of the members of the relevant syndicate consent (paragraph 7).
The Council
of LloydÕs in exercise of its powers under section 6(2) of LloydÕs Act 1982 by
special resolution hereby makes the following byelaw.
1. Interpretation
The
Schedule to this byelaw (interpretation) shall have effect.
2. Obligation
to make pre-emption offer
(1) Subject
to the following provisions of this byelaw, if a managing agent proposes to
increase the syndicate allocated capacity of a syndicate managed by it for the
succeeding year of account it shall offer to each qualifying member (as defined
in sub-paragraph (2)) the opportunity to increase his memberÕs syndicate
premium limit for that year of account by an amount equal to A × X/Y,
where:
A =the
amount of the proposed increase in the syndicate allocated capacity
X =his
memberÕs syndicate premium limit for the current year of account
Y =the
syndicate allocated capacity for the current year of account
rounded to
the nearest integral multiple of £1 (such amount being referred to as his
Òpre-emptive entitlementÓ).
(2) For
the purposes of this paragraph a Òqualifying memberÓ is:
(a) a
person who is a member of the syndicate for the current year of account, other
than:
(i) a
person who has ceased, other than by reason of death, to be a member before the
date on which any offer is made under this paragraph;
(ii) subject
to sub-paragraph (3), a person who participates in the syndicate through a
MAPA, unless before the date on which any offer is made under this paragraph
that person has given notice under clause 3.6 of the agreement between him and
the operator of the MAPA in the terms of the standard membersÕ agentÕs
agreement electing to terminate his participation in the MAPA with effect from
the end of the current year of account and to continue to participate in the
relevant syndicate for the succeeding year of account otherwise than through
the MAPA;
(b) a
person in whose favour a nomination has been made in respect of the relevant
syndicate; and
(c) a
person who by auction has become entitled to participate in the syndicate for
the succeeding year of account.
(3) Where
a person participates in a syndicate both through a MAPA and otherwise, this
paragraph applies to him only in respect of his participation otherwise than
through the MAPA.
(4) Where
a person has ceased to be a member of the syndicate for the current year of
account before the date on which any offer is made under this paragraph by
reason of his death, the rights conferred by this byelaw may be exercised by or
on behalf of the memberÕs estate by his personal representative or such other
person as may be duly authorised by law to act on behalf of the memberÕs
estate.
(5) Subject
to sub-paragraph (6), no managing agent shall increase the syndicate allocated
capacity of a syndicate managed by it for the succeeding year of account
without complying with the requirements of this byelaw.
(6) The
Council may permit a managing agent to increase the syndicate allocated
capacity of a syndicate without complying with any or all of the requirements
of this byelaw, subject to such conditions as the Council may impose.
(7) A
managing agent which does not propose to increase the syndicate allocated
capacity of a syndicate managed by it for the succeeding year of account shall
not later than the prescribed date give notice of that fact to every membersÕ
agent under arrangements made by or through the agency of which any
underwriting member participates in the syndicate for the current year of
account, to every member in relation to which no membersÕ agent acts as such in
relation to that syndicate for that year of account and to the Society.
(8) Where
there are two syndicates being operated concurrently and one of the syndicates
includes individual members (referred to for the purposes of this paragraph and
paragraph 5(6) as an Òongoing natural syndicateÓ) and the other syndicate consists
of a single corporate member (referred to for the purposes of this paragraph
and paragraph 5(6) as a Òparallel syndicateÓ) then in the case of the ongoing
natural syndicate the amount of the pre-emptive entitlement shall be calculated
on the footing that:
(a) item
Y in the formula set out in sub-paragraph (1) is equal to the aggregate of the
syndicate allocated capacity of the ongoing natural syndicate and the parallel
syndicate for the current year of account; and
(b) item
A in that formula is the amount by which the aggregate of the proposed
syndicate allocated capacity of the ongoing natural syndicate and the parallel
syndicate for the succeeding year of account exceeds item Y.
3. Making
and acceptance of pre-emption offers
(1) The
following provisions of this paragraph shall apply to any offer made under
paragraph 2.
(2) The
offer shall be made in writing:
(a) in
the case of a member who participates in the syndicate under arrangements made
by or through a membersÕ agent, to that membersÕ agent on his behalf;
(b) in
the case of a person in whose favour a nomination has been made who acts by a
membersÕ agent, to that membersÕ agent on his behalf;
(c) in
the case of a person who by auction has become entitled to participate in the
syndicate for the succeeding year of account and who acts by a memberÕs agent
to that memberÕs agent on his behalf;
(d) in
any other case, direct to the member [[or person concerned]].
(3) Every
managing agent shall, on making any offer under paragraph 2, [give notice to
the Society of the offer in such form and in such manner as the Council may
from time to time prescribe at the same time as the offer is sent] to the
memberÕs agent, member, person in whose favour a nomination has been made and
person who by auction has become entitled to participate in the syndicate for
the succeeding year of account as the case may be.
NOTE
(4) Where
two or more members participate in the syndicate under arrangements made by or
through the same membersÕ agent, the offers to all of them may be made by a
single communication to the membersÕ agent provided that sufficient information
is given to enable the membersÕ agent to identify the pre-emptive entitlement
of each of the members concerned.
(5) The
offer shall be made and despatched not later than the prescribed date.
(6) Any
acceptance of the offer:
(a) shall
be in writing;
(b) may
be in respect of the whole of the pre-emptive entitlement or such part of it as
may be specified in the acceptance; and
(c) shall
be sent so as to be received by the managing agent or such other person as may
be duly authorised by the managing agent for the purpose of receiving any such
acceptance not later than the prescribed date.
(7) A
membersÕ agent which receives a pre-emption offer in its capacity as a membersÕ
agent of a qualifying member shall not later than the prescribed date inform
the member concerned of its terms and shall seek and give effect to the
memberÕs instructions.
(8) Every
membersÕ agent shall send to the Society [in such form and in such manner and]
at such intervals or on such dates as the Council may from time to time
prescribe, information relating to:
(a) the
level of acceptances by the members for whom the membersÕ agent acts as such of
offers made under paragraph 2; and
(b) the
identity of the members for whom the membersÕ agent acts as such who have
declined any offer made pursuant to paragraph 2.
NOTE
(9) Subject
to sub-paragraph (10), an offer which is not accepted in accordance with its
terms and in accordance with the preceding provisions of this paragraph shall
lapse.
(10) An
offer shall not lapse to the extent that a person to whom the offer is made
surrenders his right in respect of the pre-emptive entitlement in an auction
held under a capacity allocation scheme established by the Council pursuant to
the Auction Byelaw (No. 14 of 1997) or pursuant to any conditions and
requirements prescribed from time to time pursuant to the Conversion and
Related Arrangements Byelaw (No. 22 of 1996).
(11) Subject
to:
(a) the
provisions of this byelaw;
(b) any
other applicable requirements of the Council;
(c) any
pre-emption offer made under this byelaw and any agreement arising on the
acceptance of any such offer;
(d) any
subsisting agreement in the form of the standard managing agentÕs agreement
(general) or the standard managing agentÕs agreement (corporate member) to
which the managing agent is a party;
(e) any
other agreement permitted by the Agency Agreements Byelaw (No. 8 of 1988, 310)
by which the managing agent is bound;
the
managing agent shall be entitled to admit such underwriting members (whether or
not members of the syndicate for the current year of account) to membership of
the syndicate for the succeeding year of account with such memberÕs syndicate premium
limits as it sees fit.
[4A. Increase
in syndicate allocated capacity
No
managing agent which manages a syndicate having a run-off account shall
increase syndicate allocated capacity in any future year of account of that
syndicate, or other syndicate managed by it, unless the Council gives
permission.]
NOTE
4. MAPAs:
syndicate pre-emption offers
(1) This
paragraph applies in respect of members who participate in a syndicate for the
current year of account through a MAPA, where the managing agent of the
syndicate proposes to increase the syndicate allocated capacity for the
succeeding year of account.
(2) Instead
of making individual pre-emption offers to such members, the managing agent of
the syndicate shall make to the operator of the MAPA an offer to allocate to
such members of the MAPA as intend to participate in the syndicate through the
MAPA for the succeeding year of account, taken together, an amount of capacity
(Òthe MAPA pre-emptive entitlementÓ) equal to A × Z/Y, where:
A =the
amount of the proposed increase in the syndicate allocated capacity
Y =the
syndicate allocated capacity for the current year of account
Z =the
aggregate of the memberÕs syndicate premium limits of the members who
participate in the syndicate through the MAPA for the current year of account
(disregarding any part of such limits allocated otherwise than through the
MAPA)
(3) The
operator of the MAPA may accept the offer made under sub-paragraph (2) (or may
accept it in respect of such part of the MAPA pre-emptive entitlement as the
operator may determine) without being obliged to consult or comply with the
instructions of any member of the MAPA.
(4) Any
acceptance of an offer made under sub-paragraph (2):
(a) shall
be in writing; and
(b) shall
be sent so as to be received by the managing agent or such other person as may
be duly authorised by the managing agent for the purpose of receiving any such
acceptance not later than the prescribed date.
(5) Every
membersÕ agent which is also the operator of a MAPA shall provide to the
Society at such intervals or on such dates as the Council may from time to time
prescribe, information in respect of each MAPA operated by any such membersÕ
agent relating to:
(a) the
extent to which the MAPA pre-emptive entitlement offered pursuant to
sub-paragraph (2) has been accepted; and
(b) the
offers made pursuant to sub-paragraph (2) that have been declined.
(6) Subject
to sub-paragraph (7), an offer which is not accepted in accordance with its
terms and in accordance with sub-paragraph (4) shall lapse.
(7) An
offer shall not lapse to the extent that the operator of a MAPA to whom the
offer is made surrenders his right in respect of the pre-emptive entitlement in
an auction held under a capacity allocation scheme established by the Council
pursuant to the Auction Byelaw (No. 14 of 1997, 331).
(8) [Subject
to sub-paragraph (9), where] the operator of a MAPA accepts an offer made under
sub-paragraph (2), the relevant capacity shall be allocated among the members
of the MAPA for the succeeding year of account in proportion to their
respective participations in the MAPA for the current year of account.
[(9) Where,
subsequent to the date on which an offer is made under sub-paragraph (2), a
member of the MAPA for the current year of account gives notice under clause
3.6 of the agreement between him and the operator of the MAPA in the terms of
the standard membersÕ agentÕs agreement (referred to for the purposes of this
paragraph as Òthe agreementÓ) electing to terminate his participation in the
MAPA with effect from the end of the current year of account and to continue to
participate in the relevant syndicate for the succeeding year of account
otherwise than through the MAPA, the operator of the MAPA may allocate to that
member such share of the relevant capacity as that member would have been
entitled to under sub-paragraph (8) had that member not given such notice under
clause 3.6 of the agreement.]
NOTE
5. Reductions
in syndicate capacity made by the managing agent
(1) Subject
to sub-paragraph (7), no managing agent shall reduce the syndicate allocated
capacity of a syndicate managed by it for the succeeding year of account
without complying with the requirements of this byelaw.
(2) Where
a managing agent proposes to reduce the syndicate allocated capacity of a
syndicate for the succeeding year of account it shall ensure that the memberÕs
syndicate premium limits of all the members of the syndicate for the current
year of account (other than any who cease to be members of the syndicate for
the succeeding year of account or request a greater reduction) are reduced by
the same proportion, except to the extent of any rounding required to ensure
that each memberÕs syndicate premium limit is an integral multiple of £1.
(3) For
the purposes of this paragraph a MAPA shall be treated as if it were a single
member and a different person from any individual who is a member of the MAPA
and is also a member of the syndicate otherwise than through the MAPA.
(4) Any
proposed reduction in the syndicate allocated capacity of a syndicate for the
succeeding year of account shall be notified in writing no later than the
prescribed date:
(a) in
the case of a member who participates in the syndicate under arrangements made
by or through a membersÕ agent, to that membersÕ agent on his behalf;
(b) in
any other case, direct to the member.
[(4A) Any
proposed reduction in the syndicate allocated capacity of a syndicate for the
succeeding year of account shall be notified to the Society in such form and in
such manner as the Council may from time to time prescribe no later than the
prescribed date.]
NOTE
[(5) Where
a managing agent proposes to reduce the syndicate allocated capacity of a
syndicate for the succeeding year of account by an amount greater than 15 per
cent no such reduction may take place without the prior written consent of the
Council.]
NOTE
(6) In
the case of any proposed reduction in the syndicate allocated capacity of an
ongoing natural syndicate for the succeeding year of account, the amount by
which each memberÕs memberÕs syndicate premium limit shall be reduced shall be
an amount equal to:
A × X/Y,
where:
A =the
amount by which item Y exceeds the aggregate of the proposed syndicate
allocated capacity of the ongoing natural syndicate and the parallel syndicate
for the succeeding year of account;
X =the
memberÕs syndicate premium limit for the current year of account;
Y =the
aggregate of the syndicate allocated capacity of the ongoing natural syndicate
and the parallel syndicate for the current year of account.
(7) The
Council may permit a managing agent to reduce the syndicate allocated capacity
of a syndicate without complying with any or all of the requirements of this
byelaw, subject to such conditions as the Council may impose.
6. Approval
for proposed increases in syndicate allocated capacity
(1) A
managing agent shall not increase the syndicate allocated capacity of a
syndicate for a succeeding year of account by more than 7½ per cent of
the syndicate allocated capacity for the current year of account unless the
managing agent has given notice in accordance with sub-paragraph (2) of its
intention to make such an increase and obtained the requisite level of approval
of the members of the syndicate for the current year of account within 14 days
after the date on which the managing agent gives such notice.
(2) Any
notice given by the managing agent in accordance with sub-paragraph (1) shall
be given in writing:
(a) in
the case of a member (other than a member who participates in the syndicate
through a MAPA) who participates in the syndicate under arrangements made by or
through a membersÕ agent, to that membersÕ agent on his behalf;
(b) in
the case of a member who participates in the syndicate through a MAPA, to that
MAPA operator; and
(c) in
any other case, direct to the member.
(3) For
the purposes of this paragraph the Òrequisite level of approvalÓ means the
approval of members (excluding those who by auction or by nomination of a
successor under clause 11A.2 of a managing agentÕs agreement have wholly
surrendered their right to participate in the syndicate for the subsequent year
of account) whose memberÕs syndicate premium limits in aggregate are not less
than three quarters of the memberÕs syndicate premium limits in aggregate of
those members whose approval or disapproval is notified to the managing agent.
(4) A
memberÕs agent which receives a notice under sub-paragraph (2)(a) shall,
forthwith after receipt of that notice, inform the member concerned of that notice
and shall seek and give effect to the memberÕs instructions.
(5) A
memberÕs agent which receives a notice under sub-paragraph (2)(b) may in its
absolute discretion either approve or disapprove of the proposed increase
notified to it without being obliged to consult or comply with the instructions
of any member of the MAPA.
(6) For
the purposes of this paragraph an approval or disapproval may be given:
(a) in
the case of a member who participates in the syndicate otherwise than under
arrangements made by or through a membersÕ agent, by that member; or
(b) in
the case of any member (other than a member who participates in the syndicate
through a MAPA), through his membersÕ agent acting on his instructions on his
behalf; or
(c) in
the case of any member who participates in the syndicate through a MAPA, by the
operator of the MAPA.
(7) The
managing agent shall keep copies of all replies received by it in response to a
notice given under sub-paragraph (2) and furnish them to the Council on
request.
[(8) A
managing agent may not increase the syndicate allocated capacity of a syndicate
for the succeeding year of account without the prior written consent of the
Council if:
(a) the
proposed increase is an amount greater than 25 per cent of the syndicate
allocated capacity of that syndicate for the current year of account; or
(b) due
to a regulatory concern, the Council has informed the managing agent in writing
that any such increase requires the consent of the Council, and any application
for the consent of the Council shall be made in writing no later than such date
as the Council may specify.]
NOTE
7. Participation
of agency staff
(1) In
this paragraph Òagency staffÓ means, in relation to a syndicate, the active
underwriter and any partner in or director, employee or officer of the managing
agent of the syndicate and Òmember of the agency staffÓ has a corresponding
meaning.
(2) Without
prejudice to any other right of the managing agent to allocate syndicate
allocated capacity a managing agent may allocate to a member or members of the
agency staff an amount of syndicate allocated capacity for the succeeding year
of account not exceeding in aggregate 2 per cent of the syndicate allocated
capacity of the relevant syndicate for the current year of account if the
managing agent has given notice of its intention to make such an increase in
accordance with sub-paragraph (3) and obtains the requisite level of approval
of the members of the syndicate for the current year of account within 14 days
after the date on which the managing agent gives such notice.
(3) Any
notice given by the managing agent in accordance with sub-paragraph (2) shall
be given in writing:
(a) in
the case of a member (other than a member who participates in the syndicate
through a MAPA) who participates in the syndicate under arrangements made by or
through a membersÕ agent, to that membersÕ agent on his behalf;
(b) in
the case of a member who participates in the syndicate through a MAPA, to that
MAPA operator; and
(c) in
any other case, direct to the member.
(4) For
the purposes of this paragraph Òrequisite level of approvalÓ has the meaning
given in paragraph 6(3).
(5) A
memberÕs agent which receives a notice under sub-paragraph (3)(a) shall,
forthwith after receipt of that notice, inform the member concerned of that
notice and shall seek and give effect to the memberÕs instructions.
(6) A
memberÕs agent which receives a notice under sub-paragraph (3)(b) may in its
absolute discretion either approve or disapprove of the proposed increase
without being obliged to consult or comply with the instructions of any member
of the MAPA.
(7) For
the purposes of this paragraph an approval or disapproval may be given:
(a) in
the case of a member who participates in the syndicate otherwise than under
arrangements made by or through a membersÕ agent, by that member;
(b) in
the case of any other member (other than a member who participates in the
syndicate through a MAPA), by his membersÕ agent acting on his instructions on
his behalf; or
(c) in
the case of any member who participates in the syndicate through a MAPA, by the
operator of the MAPA.
(8) The
managing agent shall keep copies of all replies received by it in response to a
notice issued under this paragraph and furnish them to the Council on request.
8. Power
to dispense with offers in overseas jurisdictions
The
Council may determine, either generally or in a particular case, that any offer
required to be made by any provision of this byelaw need not be made or shall
not be made in, or to members resident or domiciled in, a jurisdiction outside
the United Kingdom if it appears to the Council that the making of that offer
would be unlawful or would require compliance with unduly burdensome
requirements.
9. Power
to prescribe
The
Council shall have power to prescribe [:
(a) the
dates specified in paragraphs 2, 3, 4, 5 and 6;
(b) the
intervals specified in paragraphs 3 and 4;
(c) the
form and manner of the notice specified in paragraphs 3, 4 and 5;
(d) the
form and manner in which the information referred to in paragraph 3(8) is to be
sent.]
NOTE
[(e) any
condition of consent which the Council thinks fit.]
NOTE
10. Time
Limits
The
Council may upon application extend as it thinks fit any time limit specified
under this byelaw.
11. Underwriting
agency agreements
Nothing
in this byelaw constitutes an alteration of any underwriting agency agreement
but it shall be the duty of every underwriting agent to exercise its powers
under any such agreement so as to comply with this byelaw.
12. Revocations
The
Syndicate Pre-emption Byelaw (No. 15 of 1997) is revoked.
13. Commencement
This
byelaw shall come into force on 23 May 1997.
Schedule
1ÑInterpretation
In
this byelaw:
ÒagentsÕ
syndicate listÓ has the meaning given in the Agency Agreements Byelaw (No. 8 of
1988, 310);
ÒassociateÓ
has the meaning given in the Schedule to the Membership Byelaw (No. 17 of 1993,
111);
ÒauctionÓ
means an auction held under a capacity allocation scheme established under the
Auction Byelaw (No. 14 of 1997, 331);
Òconnected
personÓ has the meaning given in the Schedule to the Membership Byelaw (No. 17
of 1993, 111);
ÒcontrollerÓ
and ÒcontrolÓ have the meanings given in the Schedule to the Membership Byelaw
(No. 17 of 1993, 111);
Òcurrent
year of accountÓ means the year of account corresponding to the year in which
any pre-emption offer is made under this byelaw;
ÒMAPA
pre-emptive entitlementÓ has the meaning given in paragraph 4(2);
ÒmemberÕs
syndicate premium limitÓ has the meaning given in the Membership Byelaw (No. 17
of 1993, 111);
ÒnominationÓ
means a nomination under clause 11A.2 of the standard managing agentÕs
agreement (general) or standard managing agentÕs agreement (corporate member)
[or a second nomination under the Assignment of Syndicate Participations
(Second Nomination) Byelaw (No. 6 of 2000, 349)];
NOTE
Òprescribed
dateÓ means such date in each year as the Council may from time to time
prescribe for the purpose of the provision in which the reference occurs;
[Òrun-off
accountÓ has the meaning given in the Syndicate Accounting Byelaw (No. 18 of
1994, 326);]
NOTE
Òrequirements
of the CouncilÓ means any requirement imposed by any byelaw or regulation made
under LloydÕs Acts 1871 to 1982, any condition or requirement imposed or
direction given under any such byelaw or regulation, any direction given under
section 6 of LloydÕs Act 1982, any requirement imposed by or under any
undertaking given by a member of the Society to LloydÕs or to the Council and
any other requirement imposed or direction given by the Council under LloydÕs
Acts 1871 to 1982; and the phrase Òrequired by the CouncilÓ and similar phrases
shall be construed accordingly;
Òstandard
membersÕ agentÕs agreementÓ, Òstandard managing agentÕs agreement (general)Ó
and Òstandard managing agentÕs agreement (corporate member)Ó have the meanings
respectively given in the Agency Agreements Byelaw (No. 8 of 1988);
Òsucceeding
year of accountÓ means in relation to a calendar year and the year of account
corresponding to that calendar year, the year of account corresponding to the
next following calendar year;
Òsyndicate
allocated capacityÓ means, in relation to a syndicate, the aggregate of the
memberÕs syndicate premium limits of all the members for the time being of the
syndicate together with the memberÕs syndicate premium limit of any person who
was a member of the syndicate on 1 January but who has subsequently died;
Òsyndicate
listÓ has the meaning given in the Agency Agreements Byelaw (No. 8 of 1988,
310);
Òsyndicate
premium limitÓ means:
(a) in
relation to a person who is a member of the syndicate for the current year of
account, the memberÕs syndicate premium limit of that member for the current
year of account [together with the amount of the memberÕs syndicate premium
limit in respect of which any nomination has been made in his favour or which
has been allocated to him by auction but] less the amount that is the subject
of any nomination made by him or which [has been] allocated by him by auction;
and
(b) in
relation to any person [who is not a member of the syndicate for the current
year of account but] in whose favour a nomination has been made or who, by
auction, has become entitled to participate in the syndicate for the succeeding
year of account, the amount of the memberÕs syndicate premium limit in respect
of which such nomination has been made or which has been allocated to him by
auction [less the amount of the memberÕs syndicate premium limit in respect of
which any nomination has been made by him or which has been allocated by him by
auction].
NOTE
334. Mapa
Reporting Byelaw No. 23 of 1997, 2 July 1997
COMMENCEMENT
This
Byelaw came into force on 3 July 1997.
REVOCATION
This
byelaw was revoked on 6 October 1999 by byelaw No. 16 of 1999.
EXPLANATORY
NOTE
(This note
is not part of the byelaw)
Every
membersÕ agent shall each year in respect of each MAPA operated by it prepare a
MAPA annual report made up to 31 December of the preceding year. This byelaw
further sets out the information required to be contained in a MAPA annual
report. The byelaw also revokes other byelaw requirements relating to MAPA
annual reports.
335. The
Syndicate Premium Income
(Monitoring)
Regulation No. 1 of 1984, 6 August 1984
COMMENCEMENT
This
regulation commenced on 6 August 1984.
AMENDMENTS
This
regulation was amended by
Syndicate
Premium Income (Monitoring) (Amendment) Regulation (No. 1 of 1987)
Miscellaneous
Administrative Provisions Regulation (No. 2 of 1993)
Corporate
Members (Consequential Amendments) Regulation (No. 5 of 1993)
Syndicate
Premium Income (Monitoring) (Amendment No. 3) Regulation (No. 7 of 1993)
MembersÕ
Agents (Information) (Amendment No. 2) Byelaw (No. 4 of 1995)
Syndicate
Premium Income (Monitoring) (Amendment No. 4) Regulation (No. 2 of 1997).
1. Interpretation
(a) Paragraph
1 (Interpretation) of the Syndicate Premium Income Byelaw (No. 6 of 1984) shall
apply to this regulation.
(b) For the purposes of
this regulation a year of account of a syndicate shall be treated as being
closed at the time as from which all outstanding liabilities of members of the
syndicate arising out of insurance business underwritten through the syndicate
and [allocable] to that year of account are wholly reinsured at LloydÕs; and a
year of account shall be treated as open until it is closed.
(c) In
this regulation ÒquarterÓ means a period of three months ending on the last day
of March, June, September or December in any year.
[(d) In
this regulation Òmotor businessÓ shall have the meaning given to it in Schedule
1 to the Insurance Intermediaries Byelaw (No. 8 of 1990, 313).
(e) In
this regulation Òrelevant dateÓ shall mean:
(a) in
relation to syndicates underwriting only motor business, 7 December or such
other date as the Council may from time to time prescribe; and
(b) in
all other cases, 7 November or such other date as the Council may from time to
time prescribe.
(f) In
this regulation Òrelevant periodÓ shall mean:
(i) in
respect of those syndicates underwriting only motor business, the penultimate
month to the month on or before the seventh day of which a statement must be
delivered pursuant to paragraph 4(c) of this regulation]
(ii) in
every other case, the previous month to that month on or before the seventh day
of which a statement must be delivered pursuant to paragraph 4(c) of this
regulation.]
NOTE
2. Duties
of Managing Agents
Every
managing agent shall in respect of every syndicate for the time being managed
by it comply with the requirements of paragraphs 3 and 4 below.
3. Forecasts
of Syndicate Premium Income
(a) [On
or before 15 January in each] year the managing agent shall deliver to the
[Council] a premium income forecast in respect of each year of account of the
syndicate then open (other than a year of account ended on or before 31
December 1983) [É].
NOTE
[(aa) In
each year, the managing agent shall, before the date prescribed by the Council
for the purposes of this sub-paragraph, deliver to the Council a supplementary
premium income forecast which shall contain such information and be in such
form as the Council may prescribe.]
NOTE
(b) [[Premium
income forecasts prepared under sub-paragraph (a)]] shall be in the prescribed
form, [. . .], and shall specify the cumulative level of the relevant syndicate
premium income which the managing agent expects to have been credited at the
end of each [month for the first year and quarterly thereafter] until the year
of account to which the premium income forecast relates is closed, or at such
other times as the [Council] may from time to time prescribe, whether generally
or in relation to any particular syndicate.
NOTE
[(ba) On
or before 15 December 1993 and on or before the relevant date in each year
thereafter the managing agent shall deliver to [[the Council]] a statement
comprising cumulative estimates of the aggregate of all premiums which the
managing agent knows was or expects will be due or paid to the syndicate (as
the case may be) in respect of the following year of account:
(i) as
at the last day of each month for the 15 month period commencing on 1 October
in the year preceding the year of account in question; and
(ii) as
at 31 December in each of the two subsequent years.]
NOTE
(c) In
this paragraphÑ
(i) Òthe
prescribed formÓ means such form as the [Council] may from time to time
prescribe or may on application in any particular case allow; and
(ii) Òrelevant
syndicate premium incomeÓ means syndicate premium income required by paragraph
1(c) of the Syndicate Premium Income Byelaw (No. 6 of 1984) to be allocated to
the year of account to which the premium income forecast relates.
NOTE
[4. Statements
of Syndicate Premium Income
(a) The
managing agent shall, within eight weeks [[(or, in the case of syndicates
underwriting insurance business of a class in respect of which a policy is not
ordinarily issued and signed by LPSO, four weeks)]], or such other periods as
the [Council] may from time to time prescribe, after the end of every quarter,
(beginning with the quarter ending on 30 June 1987), in respect of each year of
account of the syndicate which was open during that quarter send to [[the
Council]] a statement signed by a director of or partner in the managing agent
and by the active underwriter of the syndicate and showing the cumulative
syndicate premium income credited up to the end of that quarter.
(b) [[É]]
[(c) In
respect of the year of account corresponding to the year commencing on 1
January 1994, and in respect of each year of account thereafter, every managing
agent shall:
(i) in
respect of the 15 month period commencing on 1 October next before each such
year of account, deliver on or before the 7th day of each month, a statement to
[[the Council]], setting out the amount of premium due or paid to the syndicate
in the relevant period and also setting out the aggregate of such premium (if
any) in respect of the relevant period together with all previous months (if
any) in respect of which statements are required to be delivered pursuant to
this sub-paragraph; and
(ii) in
respect of each of the two subsequent years following the 15 months period
referred to in sub-paragraph (i) deliver, within 14 days of the year end, a
statement to [[the Council]] setting out the amount of premium due or paid to
the syndicate in the previous year, aggregated with all premium due or paid in
the preceding year or 2 years period (as the case may be).]
NOTE
[4A. Publication
of information by the Council
(a) The
Council shall, upon receiving relevant syndicate premium income information
publish that information to the extent necessary for the purpose of enabling or
facilitating compliance by any member of the LloydÕs community, or by any
connected person in relation to such a member, with the requirements of any
regulated market.
(b) Upon
publishing under sub-paragraph (a) relevant syndicate premium income information
in respect of any syndicate year of account, the Council shall send a copy of
that information:
(i) to
every underwriting agent which acts as membersÕ agent in relation to the
syndicate concerned for any member of that syndicate for the year of account concerned;
and
(ii) to
every corporate member of the syndicate concerned in relation to which no
membersÕ agent acts as such in relation to that syndicate for the year of
account concerned.
(c) In
this paragraph:
(i) Òconnected
personÓ has the meaning given in section 346 of the Companies Act 1985;
(ii) Òmember
of the LloydÕs communityÓ has the meaning given in section 14(2) of LloydÕs Act
1982;
(iii) Òregulated
marketÓ means any market established under the rules of the London Stock
Exchange or of any other exchange established and operating in any state which
is a member of the European Economic Area;
(iv) Òrelevant
syndicate premium income informationÓ means the content of those forecasts and
statements referred to in sub-paragraphs 3(a) and (ba) and 4(a) and (c).]
NOTE
5. Duty
to give Notice of Overwriting
(a) If
in the case of any syndicate at any time the syndicate premium income
allocatable to any year of account exceeds, or appears to the managing agent of
the syndicate to have exceeded or to be likely to exceed, the syndicate
allocated capacity for that year of account, the managing agent shall forthwith
send to the [Council] a written statement containing full particulars ofÑ
(i) the
syndicate allocated capacity for that year of account;
(ii) the
extent of the excess or expected excess;
(iii) the
reasons why the excess has arisen or is expected to arise; and
(iv) any
remedial action which the managing agent has taken or proposes to take.
(b) The
[Council] may, within 28 days after the receipt by the [Council] of a statement
sent pursuant to sub-paragraph (a) above, require the managing agent to send
such a statement to the persons specified in sub-paragraph (c) below.
(c) The
persons referred to in sub-paragraph (b) above areÑ
(i) every
underwriting member who is or was a member of the syndicate in the year of
account concerned, and for whom the managing agent acts as membersÕ agent; [É]
(ii) every
other underwriting agent which acts as membersÕ agent for an underwriting
member who is or was a member of the syndicate in the year of account
concerned[; and
(iii) every
corporate member (as defined in the Schedule to the Membership Byelaw (No. 17
of 1993, 111)) who is or was a member of the syndicate in the year of account
concerned and for whom no underwriting agent acts as memberÕs agent in relation
to that syndicate or, if it so directs, to a LloydÕs adviser appointed by it.]
NOTE
(d) Every
membersÕ agent which receives a statement from a managing agent under
sub-paragraphs (a) and (b) above shall within fourteen days thereafter send to
every underwriting member for whom the membersÕ agent acts as membersÕ agent,
and who is or was a member of the syndicate concerned in the year of account to
which the statement relatesÑ
(i) a
copy of the statement; and
(ii) a
covering letter from the membersÕ agent to the underwriting member, specifying
the amount by which his memberÕs syndicate premium limit has been or is likely
to be exceeded in the year of account concerned and explaining (so far as it is
reasonably possible for the membersÕ agent to do so) the extent to which and
the manner in which the matters contained in the statement may be expected to
affect his underwriting affairs.
NOTE
[6. Signatories
to statements
Every
statement required to be served under this regulation shall be signed by a
director of or a partner in the managing agent and by the active underwriter of
the syndicate.
7. Power
to prescribe
The Council
shall have power to prescribe the form of each of the statements referred to in
this regulation.]
NOTE
336.
Following Year Underwriting Regulation No. 3 of 1989, 26 July 1989
COMMENCEMENT
This
regulation commenced on 27 July 1989.
AMENDMENTS
This
regulation was amended by
Following
Year Underwriting (Amendment) Regulation (No. 1 of 1990)
Following
Year Underwriting (Amendment No. 2) Regulation (No. 1 of 1992)
Following
Year Underwriting (Amendment No. 3) Regulation (No. 1 of 1993)
Miscellaneous
Administrative Provisions Regulation (No. 2 of 1993)
Corporate
Members (Consequential Amendments) Regulation (No. 5 of 1993)
Following
Year Underwriting (Amendment No. 4) Regulation (No. 1 of 1997)
Captive
Corporate Members Byelaw (No. 19 of 1998).
EXPLANATORY
NOTE
(This
note is not part of the regulation.)
This
regulation supplements provisions in the standard managing agentÕs agreement
set out in Schedule 3 to the Agency Agreements Byelaw (No. 8 of 1988) which
deal with contracts made in one year for the account of the following yearÕs
syndicate.
In
the case of new syndicates contracts of this type, whenever made, must be made
only by provisional insurers. In the case of existing syndicates, these
contracts made on or after 1st September in any year (or for 1989 only, 1st
November) must be made only by provisional insurers.
The
regulation also provides that, before making these contracts, the provisional
insurers must be members of a provisional syndicate for which the managing
agent has prepared a provisional syndicate stamp. This stamp will not need to
be submitted to LloydÕs but it must be available for inspection by specified
parties.
The
regulation further states that the provisional insurersÕ rights and obligations
under these contracts must, once the following yearÕs syndicate has been
constituted, be novated to the members of the following yearÕs syndicate.
The
Committee of LloydÕs in exercise of the powers delegated to it by the Council
of LloydÕs under section 6(6)(a)(i) of LloydÕs Act 1982 hereby makes the
following regulation.
1. Interpretation
The
provisions of the Schedule to this regulation shall have effect.
2. Provisional
insurers
A
person who has been elected an underwriting member of the Society may not be a
provisional insurer until the date on which his underwriting membership begins.
3. Relevant
contracts and provisional syndicates
(1) A
managing agent may not make a relevant contract on behalf of a provisional
insurer unless:
(a) the
provisional insurer is a member of a provisional syndicate; and
(b) his
name and the amount of his overall premium limit allocated to the provisional
syndicate appear on a provisional syndicate stamp prepared for the provisional
syndicate.
(2) In
sub-paragraph (1)(b), the reference to Òoverall premium limitÓ means the
overall premium limit applicable to the year of account to which are to be
allocated the liabilities under relevant contracts made on behalf of the
provisional insurer.
(3) A
provisional insurer who is for the time being subject to a direction of
administrative suspension or otherwise suspended from underwriting at LloydÕs
may not be a member of a provisional syndicate.
(4) In
the case of a new syndicate, a managing agent shall make relevant contracts
only on behalf of a provisional syndicate.
(5) In
the case of a syndicate which is not a new syndicate, a managing agent shall,
during the qualifying period, make relevant contracts only on behalf of a
provisional syndicate.
4. Provisional
syndicate stamps
(1) A
managing agent may not make relevant contracts on behalf of a provisional
syndicate unless the managing agent has prepared a provisional syndicate stamp
for that provisional syndicate.
(2) A
provisional syndicate stamp shall:
(a) bear
the date of its preparation;
(b) be
signed on behalf of the managing agent of the provisional syndicate; and
(c) be
available for inspection at all reasonable times by:
(i) the
syndicate auditor appointed to report on the year of account of the syndicate
to which the liabilities of the provisional syndicate have been, or are
intended to be, transferred and the syndicate auditor of such a syndicate
appointed in the year preceding that year of account;
(ii) the
assured (or his agent or representative) under a contract of insurance made by
the members of the provisional syndicate;
(iii) an
employee of the Society authorised for the purpose of this sub-paragraph by the
[Director, Regulatory Services of the Society] or by such other person as he
may from time to time appoint to exercise in his absence the power conferred on
him by this sub-paragraph; and
NOTE
(iv) such
other person or persons as the [Council] may from time to time specify in
writing.
NOTE
(3) A
managing agent shall, not later than 1st November in every year, in respect of
each syndicate on behalf of which insurance business is to be underwritten by
the managing agent in the following year;
(a) form
a provisional syndicate; and
(b) prepare
a provisional syndicate stamp for the provisional syndicate.
(4) If
a provisional insurer is already a member of a provisional syndicate when he
becomes subject to a direction of administrative suspension or otherwise
suspended from underwriting at LloydÕs, the managing agent shall, as soon as
practicable after receiving notice of such direction or suspension, prepare a
new provisional syndicate stamp which omits that provisional insurer.
[5. Transfer
of liabilities
The
managing agent shall make such contracts of novation of the type referred to in
clauses 8.3 and 8.3A of the standard managing agentÕs agreement as may be
necessary fully to carry those clauses into effect.]
NOTE
6.
Commencement
This
regulation shall come into force on 27 July 1989.
Schedule.
Interpretation
In this
regulation, unless the context otherwise requires:
Ò[É]Ó
NOTE
Òdirection
of administrative suspensionÓ has the meaning given to it in the Administrative
Suspension Byelaw (No. 7 of 1987, 407);
Òmanaging
agentÓ means an underwriting agent which is listed as a managing agent on the
register of underwriting agents maintained under the Underwriting Agents Byelaw
(No. 4 of 1984, 101);
Ònew
syndicateÓ means a syndicate where the year of account to which liabilities
under relevant contracts are to be allocated is the first year of account of
the syndicate;
Òoverall
premium limitÓ has the meaning given to it in the Membership Byelaw [(No. 17 of
1993, 111)];
NOTE
Òprovisional
insurerÓ has the meaning given to it in clause 8.2 of the standard managing
agentÕs agreement;
Òprovisional
syndicateÓ means a syndicate that comprises only provisional insurers;
Òprovisional
syndicate stampÓ means a document setting out the names of the members of the
provisional syndicate and the amount of each such memberÕs overall premium
limit allocated to the provisional syndicate;
Òqualifying
periodÓ means
(a) in
relation to 1989, from 1 November until 31 December inclusive; and
(b) in
relation to 1990 and a subsequent year, from 1 September until 31 December
inclusive;
[(c) in relation
to 1997 and a subsequent year, from 1 October until 31 December inclusive.]
NOTE
Òrelevant
contractÓ means a contract of insurance or reinsurance which [É] will, in
accordance with the custom and practice of the LloydÕs market and any
requirements of the Council or the Committee for the time being applicable,
constitute a liability of a syndicate allocated to a given year of account
notwithstanding that the contract is made before the beginning of the year
which corresponds to that year of account;
NOTE
Òstandard
managing agentÕs agreementÓ means the form of agreement set out in Schedule 3
[or 4] to the Agency Agreements Byelaw (No. 8 of 1988, 310);
NOTE
[ÒsyndicateÓ
means an underwriting member or group of underwriting members of LloydÕs
underwriting insurance business at LloydÕs through the agency of a LloydÕs
underwriting agent to which member or group a particular syndicate number is
assigned by the Council;]
NOTE
Òsyndicate
auditorÓ has the meaning given to it in the Syndicate Audit Arrangements Byelaw
(No. 10 of 1984, 102) [and]
Ò[É]Ó
ÒyearÓ
means a calendar year, except when used to refer to a year of account.
NOTE
337. Financial
Guarantee Insurance Regulation No. 4 of 1989, 27 September 1989
COMMENCEMENT
This
regulation commenced on 28 September 1989.
AMENDMENTS
This
regulation was amended by
Miscellaneous
Administrative Provisions Regulation (No. 2 of 1993)
Financial
Guarantee Insurance (Amendment) Regulation (No. 3 of 1997).
EXPLANATORY
NOTE
(This
note does not form part of the regulation.)
This
regulation replaces the agreement between underwriters (originally made in 1924
and amended in 1963) not to underwrite certain types of insurance called
financial guarantee insurance.
The
regulation defines financial guarantee insurance and, subject to the exceptions
mentioned in the last paragraph of this note, provides that no underwriting
member may underwrite financial guarantee insurance without the prior written
approval of the Financial Guarantee Committee.
The
regulation gives affected parties the right to appeal to the Committee of
LloydÕs against a refusal by the Financial Guarantee Committee to approve a contract
of financial guarantee insurance or the attachment of conditions to an
approval.
The
regulation also empowers the Financial Guarantee Committee conclusively to
determine whether or not a proposed contract is one of financial guarantee
insurance as defined by the regulation.
Certain
types of financial guarantee insurance already approved when the regulation
comes into force (for example, salvage and collision guarantees) may continue
to be written, as may the financial guarantee reinsurance of insurance
companies by approved credit reinsurance syndicates.
The
Committee of LloydÕs in exercise of the power delegated to it by the Council of
LloydÕs under section 6(6)(a)(i) of LloydÕs Act 1982 hereby makes the following
regulation.
1. Interpretation
(1) In
this regulation unless the context otherwise requires:
[É]
NOTE
Òinsurance
companyÓ means any body corporate whether incorporated in the United Kingdom or
under the law of a country outside the United Kingdom carrying on insurance
business.
(2) For
the avoidance of doubt, in this regulation any reference to a contract of
insurance includes any indemnity, guarantee, bond, contract of surety, slip or
other similar instrument and references to ÒinsuranceÓ include ÒreinsuranceÓ.
(3) In
paragraph 4 [É], references to Òthe CommitteeÓ include the Committee of LloydÕs
constituted under LloydÕs Act 1871.
NOTE
2. Prohibition
on contracts of financial guarantee insurance
(1) Subject
to sub-paragraph (2) and paragraph 4 no underwriting member shall make any
contract of financial guarantee insurance without the prior written approval of
the [Council].
(2) An
underwriting member who is a member of a credit reinsurance syndicate approved
by the Council may as a member of that syndicate reinsure an insurance company
in respect of financial guarantee insurance contracts made by that insurance
company.
(3) Any
approval granted under this paragraph may be:
(a) general;
(b) for
[such classes] of contracts of financial guarantee insurance [as the Council
may prescribe]; or
(c) for a
specific contract of financial guarantee insurance.
NOTE
3. Contracts
of financial guarantee insurance
(1) For
the purposes of this regulation a contract of insurance is a contract of
financial guarantee insurance if:
(a) the
insurer thereby agrees that on the occurrence of an event specified in the
contract he will indemnify the assured against loss caused by the specified
event or pay or otherwise benefit the assured to the extent provided by the
contract; and
(b) the
specified event is of a description falling within the Schedule to this
regulation; and
(c) the
specified event is not directly caused by another specified event which is not
of a description falling within the Schedule.
(2) The
[Council] may on the application of any person conclusively determine for the
purposes of this regulation whether or not a proposed contract of insurance is
a contract of financial guarantee insurance.
NOTE
4. Saving
for existing approvals
Subject
to any decision taken under paragraph 5 or paragraph 7, contracts of financial
guarantee insurance or classes of contracts of financial guarantee insurance
that were, immediately before the coming into force of this regulation,
contracts or classes of contracts specifically approved in writing by the
Committee, the [Council] (or any committee, sub-committee, board or other body
which had the authority of the Committee or the Council to approve [or by which
the Committee or Council acted in approving] the making of such contracts), are
deemed to be approved for the purposes of this regulation, according to the
terms and conditions attached to such approval.
NOTE
5. Miscellaneous
powers of the Financial Guarantee Committee
(1) In
respect of any approval given under paragraph 2 or in respect of any contract
of financial guarantee insurance that is deemed to be approved under paragraph
4, the [Council] may:
(a) revoke
such approval;
(b) attach
any condition to such approval; or
(c) vary
any condition attached to such approval.
(2) Where
the [Council] proposes to [refuse approval under paragraph 2 or] take action
under sub-paragraph (1), it shall give to the underwriting agent and the
LloydÕs broker concerned notice in writing of its proposal specifying the
reasons why the [Council] proposes to act and, before taking action, the
[Council] shall take into account any representations made by or on behalf of
the underwriting agent or LloydÕs broker concerned within the period of 14 days
beginning with the date of the service of the notice. After taking account of
such representations the [Council] shall decide whether to:
(a) take
the course of action originally proposed;
(b) take
no further action; or
(c) take
some other course of action open to it under any byelaw or regulation for the
time being in force
and shall
notify the underwriting agent and the LloydÕs broker concerned of its decision.
NOTE
[(3) In
the absence of any representations being made on behalf of either the
underwriting agent or LloydÕs broker concerned within the period set out in
sub-paragraph (2), the CouncilÕs proposal to take action under that
sub-paragraph shall be deemed to be a final determination taking effect from
the date of the service of notice of the proposal upon the underwriting agent
and LloydÕs broker concerned.]
NOTE
6. Publicity
The
[Council] may publish such details of any determination made under paragraph
3(2) or any decision taken under paragraph 5 as it considers appropriate for
facilitating or regulating the conduct of insurance business at LloydÕs.
NOTE
[É]
NOTE
8. Commencement
This
regulation shall come into force on 28th September 1989.
Schedule
The events
referred to in paragraph 3 of the regulation are any of the following:
(a) the
financial failure, default, insolvency, bankruptcy, liquidation or winding up
of any person whether or not a party to the contract of insurance;
(b) the
financial failure of any venture;
(c) the
lack of or insufficient receipts, sales or profits of any venture;
(d) the
lack of or inadequate response or support by sponsors or financial supporters;
(e) a
change in levels of interest rates;
(f) a
change in rates of exchange of currency;
(g) a
change in the value or price of land, buildings, securities or commodities;
(h) a
change in levels of financial or commodity indices;
(i) any
liability or obligation under an accommodation bill or similar instrument.
338.
Personal Stop Loss Reinsurance Regulation No. 2 of 1990, 20 June 1990
COMMENCEMENT
This
regulation commenced on 21 June 1990 and applied to the 1991 year of account
and subsequent years of account.
AMENDMENTS
This
regulation was amended by
Personal
Stop Loss Reinsurance (Amendment) Regulation (No. 2 of 1991)
Miscellaneous
Administrative Provisions Regulation (No. 2 of 1993)
Corporate
Members (Consequential Amendments) Regulation (No. 5 of 1993)
Syndicate
Accounting Byelaw (No. 18 of 1994)
MembersÕ
Agents (Information) (Amendment No. 2) Byelaw (No. 4 of 1995)
Appeal
Tribunal Byelaw (No. 18 of 1995)
Captive
Corporate Members Byelaw (No. 19 of 1998).
REVOCATION
This
regulation was revoked on 6 October 1999 by byelaw No. 16 of 1999.
339.
Insurance Intermediaries Regulation No. 3 of 1990, 4 July 1990
COMMENCEMENT
This
regulation commences on 4 October 1990.
AMENDMENTS
This
regulation was amended by
Insurance
Intermediaries (Amendment) Regulation (No. 1 of 1991)
Miscellaneous
Administrative Provisions Regulation (No. 2 of 1993)
Intermediary
Amendment Byelaw (No. 10 of 2000)
LloydÕs
Policy Signing Office Byelaw (No. 11 of 2000).
EXPLANATORY
NOTE
(This note
is not part of the regulation.)
In
relation to business accepted under the Insurance Intermediaries Byelaw (No. 8
of 1990) this regulation prescribes the form and content of:Ð
(a) the
guarantee agreement for use where personal lines business or commercial motor
business is to be accepted by the members of a syndicate from a non-LloydÕs
intermediary (schedule 2); and
(b) the
indemnity agreement for use where commercial motor business is to be accepted
by the members of a syndicate through a related LloydÕs entity directly from
any proposer acting on his own behalf (schedule 3).
Provision
is made for the obligations of a managing agent of a syndicate accepting
personal lines business or commercial motor business under the byelaw both in
relation to such agreements and to the systems of control which a managing
agent must maintain in relation to such business.
The
regulation also permits a managing agent of a syndicate to issue any
documentation (other than policies of insurance) in respect of personal lines
business or commercial motor business accepted under the byelaw. A managing
agent of a syndicate is also permitted to authorise a non-LloydÕs intermediary
without the specific prior approval of that managing agent in respect of each insurance
to grant temporary cover to an assured and to issue a temporary cover note in
relation to personal lines business or commercial motor business accepted under
the byelaw.
The
regulation also requires a managing agent and a guaranteeing LloydÕs broker to
furnish information prescribed from time to time by the Committee in relation
to personal lines business or commercial motor business accepted under the
byelaw.
The
Committee of LloydÕs in exercise of its power under paragraph 6 of the
Insurance Intermediaries Byelaw (No. 8 of 1990) hereby makes the following
regulation.
Part
AÑInterpretation
1. Interpretation
The
provisions of Schedule 1 to this regulation (Interpretation) shall have effect.
Part
BÑDuties and Powers of A Managing Agent
2. Guarantee
agreement
[É]
NOTE
3. Indemnity
agreement
[É]
NOTE
Part
CÑMiscellaneous
4. Documentation
(1) Subject
to sub-paragraph (2), a managing agent of a syndicate may issue any
documentation (excluding policies of insurance) in respect of [qualifying
insurance business] accepted in whole or in part on behalf of the members of
that syndicate from a non-LloydÕs intermediary or through a related LloydÕs
entity.
NOTE
(2) Any
documentation of the nature referred to in sub-paragraph (1) issued by a
managing agent of a syndicate shall comply with such requirements (if any) in
relation to the form of the documentation as the [Council] may from time to
time prescribe for the purposes of this sub-paragraph.
NOTE
(3) A
managing agent of a syndicate shall not issue any documentation referred to in
sub-paragraph (1) which:
(a) uses
any language which would cause an assured to believe that it has been issued by
L.P.S.O. and not by that managing agent; or
(b) contains
any mark or stamp which resembles the embossment made on a LloydÕs policy of
insurance by L.P.S.O.
(4) A
managing agent of a syndicate which has issued any documentation referred to in
sub-paragraph (1) in respect of [qualifying insurance business] accepted in
whole or in part on behalf of the members of that syndicate from a non-LloydÕs
intermediary or through a related LloydÕs entity shall cause adequate records
of such documentation to be kept and preserved for as long as such records may
foreseeably be needed.
NOTE
5. System
of Control
(1) Every
managing agent of a syndicate accepting [qualifying insurance business] on
behalf of the members of that syndicate from a non-LloydÕs intermediary or
through a related LloydÕs entity shall establish and maintain such systems and
procedures, including maintenance of accounting and other records, as will
enable it to exercise adequate control over all matters in relation to such
business.
NOTE
(2) A
managing agentÕs system of control shall not be regarded as adequate for the
purposes of this paragraph unless it is such as will ensure that the managing
agent will at all times be in a position to observe and comply with its
obligations under this regulation.
(3) Every
managing agent of a syndicate accepting [qualifying insurance business] on
behalf of the members of that syndicate from a non-LloydÕs intermediary or
through a related LloydÕs entity under the Insurance Intermediaries Byelaw (No.
8 of 1990) shall ensure that sufficient arrangements are made by the
non-LloydÕs intermediary or related LloydÕs entity to enable such intermediary
or entity to observe and comply with local requirements (if any) in force from
time to time which may be made by the regulatory or fiscal authorities of the
country in which the business originates.
NOTES
6. Authority
of a non-LloydÕs intermediary to grant temporary cover
In
relation to personal lines business[, commercial life business] or commercial
motor business a managing agent of a syndicate may authorise a non-LloydÕs
intermediary without the specific prior approval of that managing agent:
(a) to
grant temporary cover to an assured on behalf of the members of any syndicate
for which the managing agent is acting pending the conclusion or the refusal by
the managing agent of any such syndicate of a contract of insurance between the
members of that syndicate and the assured; and
(b) to
issue a temporary cover note in respect thereof to an assured;
provided
always that a managing agent shall not authorise a non-LloydÕs intermediary to
grant temporary cover to an assured for an aggregate period which exceeds 120
days.
NOTE
7. Information
to be furnished by a managing agent
Every
managing agent of a syndicate on behalf of whose members [qualifying insurance
business] is accepted from a non-LloydÕs intermediary or through a related
LloydÕs entity shall furnish to the [Council] such information, explanations
and particulars as the [Council] may from time to time require in relation to
such business for:
(a) regulatory,
tax or solvency purposes; or
(b) in
connection with the effective collection of such levies as may from time to
time be charged by any interested party on such business.
NOTE
8. Information
to be furnished by a guaranteeing LloydÕs broker
[É]
NOTE
Part
DÑSupplementary
9. Commencement
This
regulation shall come into force on 4th October 1990.
[É]
NOTE
340.
Binding Authorities
Regulation
No. 5 of 1990, 3 October 1990
COMMENCEMENT
This
regulation commenced on 4 October 1990.
AMENDMENTS
This
regulation was amended by
Miscellaneous
Administrative Provisions Regulation (No. 2 of 1993)
Binding
Authorities (Amendment) Regulation (No. 1 of 1995).
EXPLANATORY
NOTE
(This
note is not part of the regulation.)
This
regulation consolidates the Binding Authorities Regulation (No. 1 of 1985), the
Binding Authorities (Amendment) Regulation (No. 1 of 1988) and the Binding
Authorities (Amendment No. 2) Regulation (No. 2 of 1989) and makes amendments
as a result of the Insurance Intermediaries Byelaw (Byelaw No. 8 of 1990). At
the same time it provides that where the coverholder is required to be an
approved correspondent, certain classes of delegates of the coverholder must
also be approved.
The
Committee of LloydÕs in exercise of its powers under paragraph 4 of the Binding
Authorities Byelaw (No. 9 of 1990) hereby makes the following regulation.
1. Interpretation
(1) In
this regulation Òthe byelawÓ means the Binding Authorities Byelaw (No. 9 of
1990, 314).
(2) Unless
the context otherwise requires expressions used in this regulation have the
meanings given to them in the byelaw.
(3) In
this regulation Òdomestic personal lines businessÓ and Òdomestic commercial
motor businessÓ mean respectively personal lines business and commercial motor
business where the risk originates in the United Kingdom.
2. Application
of the regulation
(1) Paragraphs
4, 5, 6 and 7 of this regulation shall not apply to marine open cargo covers.
(2) Paragraphs
3, 5, 6 and 7 of this regulation shall not apply where:
(a) the
coverholder under the binding authority is a related LloydÕs entity or a
LloydÕs broker; and
(b) the
authority of the coverholder under the binding authority is restricted to
accepting domestic personal lines business or domestic commercial motor
business.
(3) This
regulation shall not apply to the binding authorities specified in paragraph
1(3)(c) of the Schedule to the byelaw.
[3. Signing
at LPSO
(1) Subject
to sub-paragraph (2), every binding authority shall be presented for signing at
LPSO by such persons and in accordance with such procedures and requirements as
the Council may from time to time prescribe.
(2) The
Council may from time to time exempt any binding authority or class of binding
authority from the provisions of sub-paragraph (1) and any exemption granted
pursuant to this sub-paragraph may be for such period and subject to such
conditions and requirements as the Council considers fit.]
NOTE
4. Delegation
under binding authorities
(1) Every
binding authority shall prohibit the delegation by the coverholder of the power
to accept business on behalf of underwriting members except as provided in this
paragraph.
(2) Subject
to sub-paragraphs (3) and (4), a coverholder may with the prior written
agreement of an underwriter acting on behalf of underwriting members delegate
to another person such powers of the coverholder under the binding authority as
may be agreed by the underwriter.
(3) Where
a person is required to be approved as a correspondent under the Approval of
Correspondents Regulation (No. 4 of 1990, 116), no underwriter shall agree to a
delegation by a coverholder to such a person unless that person is so approved.
(4) Sub-paragraph
(2) shall not apply where the coverholder is a related LloydÕs entity as
respects the authority of the related LloydÕs entity under the binding
authority to accept personal lines business or commercial motor business
otherwise than from or through a LloydÕs broker under the Insurance
Intermediaries Byelaw (No. 8 of 1990, 313) and any regulation made thereunder.
5. Territorial
General Cover Conditions
Every
binding authority shall incorporate such territorial general cover conditions
as the [Council] may from time to time prescribe.
NOTE
6. Check
list
(1) The
[Council] may from time to time prescribe classes of binding authorities in
respect of which every leading underwriter shall, where he subscribes to a
binding authority in such a class, complete and sign a document (a Òcheck
listÓ) and such other documents as the [Council] may from time to time
prescribe.
(2) The
[Council] may from time to time prescribe such forms of, and conditions and
procedures for the submission of, the check list and any accompanying document
to LPSO or to such other person as the [Council] considers appropriate.
NOTE
7. Registration
of binding authorities
(1) The
[Council] may from time to time establish a scheme for the registration of
binding authorities or classes of binding authorities.
(2) Where
a binding authority is required to be registered under a scheme established
under sub-paragraph (1), no insurance business may be accepted under a binding
authority unless the binding authority has been duly registered under the
scheme.
NOTE
8. Revocations
and transitional provisions
(1) The
following regulations are revoked:
(a) Binding
Authorities Regulation (No. 1 of 1985);
(b) Binding
Authorities (Amendment) Regulation (No. 1 of 1988); and
(c) Binding
Authorities (Amendment No. 2) Regulation (No. 2 of 1989).
(2) Every
binding authority which, immediately before this regulation comes into force,
complies with the regulations mentioned in sub-paragraph (1) shall be deemed to
comply with this regulation.
(3) Subject
to any territorial general cover conditions prescribed under paragraph 5 of
this regulation, any territorial general cover conditions prescribed under the
Binding Authorities Regulation (No. 1 of 1985) and in effect at the date this
regulation comes into force shall continue to have effect.
9. Commencement
This
regulation shall come into force on 4th October 1990.
341.
Transitional and Conversion Arrangements (Corporate Member) Regulation No. 1 of
1994, 5 October 1994
COMMENCEMENT
This
regulation came into force on 5 October 1994.
EXPLANATORY
NOTE
This
regulation modifies the application of a number of other regulations to take
account of arrangements approved under the Transitional and Conversion
Arrangements (Corporate Member) Byelaw (No. 9 of 1994) under which an
individual member of the Society may transfer the whole of its current
underwriting business at LloydÕs to a corporate member.
The Council
of LloydÕs in exercise of its powers under section 6(1) LloydÕs Act 1982 by
special resolution hereby makes the following regulation.
1. Interpretation
Words
and expressions defined in the Transitional and Conversion Arrangements
(Corporate Member) Byelaw (No. 9 of 1994) shall have the same meaning in this
regulation.
2. Modification
of application of certain regulations
Upon
any approved transfer agreement coming into effect in accordance with its
terms, the application of the following regulations shall be modified in the
following manner in relation to the parties to that approved transfer
agreement:
(a) where
a transferorÕs membersÕ agent receives:
(i) a
forecast under paragraph 3(a) of the Syndicate Premium Income (Monitoring)
Regulation (No. 1 of 1984); or
(ii) a
statement under paragraph 3(ba), 4(a) or 4(c) of that regulation,
in
respect of a year of account for which the transferor was a member of the
syndicate to which that forecast or statement relates, unless the transferorÕs
membersÕ agent is also the transfereeÕs membersÕ agent, it shall promptly send
a copy of that forecast or statement to the transfereeÕs membersÕ agent or to
any LloydÕs adviser appointed by the transferee;
(b) where
a transferorÕs managing agent is required under paragraph 5(b) of the Syndicate
Premium Income (Monitoring) Regulation (No. 1 of 1984, 335) to send a statement
to the transferor it shall also be obliged to send, at the same time, a copy of
that statement to the transferee;
(c) where
a transferorÕs membersÕ agent receives a statement under paragraph 5(b) of the
Syndicate Premium Income (Monitoring) Regulation (No. 1 of 1984, 335) in
respect of a year of account for which the transferor was a member of the
syndicate to which that statement relates, unless the transferorÕs membersÕ
agent is also the transfereeÕs membersÕ agent, it shall promptly send a copy of
that statement to the transfereeÕs membersÕ agent or a LloydÕs adviser
appointed by the transferee and, when sending that statement and the covering
letter required by paragraph 5(d)(ii) of the regulation to the transferor, the
transferorÕs membersÕ agent shall also send a copy of that statement and
covering letter to the transferee;
(d) where
a transferorÕs managing agent is required under paragraph 6(2) of the Personal
Stop Loss Reinsurance Regulation (No. 2 of 1990) to send a statement to the
transferor it shall at the same time send a copy of that statement to the
transferee;
(e) where
a transferorÕs membersÕ agent receives a statement under paragraph 6(2) of the
Personal Stop Loss Reinsurance Regulation (No. 2 of 1990) in respect of a year
of account for which the transferor was a member of the syndicate to which that
statement relates, unless the transferorÕs membersÕ agent is also the
transfereeÕs membersÕ agent, it shall promptly send a copy of that forecast or
statement to the transfereeÕs membersÕ agent or to a LloydÕs adviser appointed
by the transferee and, when sending that statement and the covering letter
required by paragraph 6(4)(b) of the regulation to the transferor, the
transferorÕs membersÕ agent shall be obliged, at the same time, to send a copy
of that statement and covering letter to the transferee;
(f) where
a transferorÕs managing agent is required under paragraph 7(5) of the Personal
Stop Loss Reinsurance Regulation (No. 2 of 1990) to send a notice and
explanation to the transferor it shall be obliged at the same time to send a
copy of that notice and explanation to the transferee;
(g) where
a transferorÕs membersÕ agent receives a notice and explanation under paragraph
7(5) of the Personal Stop Loss Reinsurance Regulation (No. 2 of 1990) in
respect of a year of account for which the transferor was a member of the
syndicate to which that statement relates, unless the transferorÕs membersÕ agent
is also the transfereeÕs membersÕ agent, it shall promptly send a copy of that
notice and explanation to the transfereeÕs membersÕ agent or a LloydÕs adviser
appointed by the transferee and, when sending that notice and explanation with
any further explanation it considers appropriate under paragraph 7(7) to the
transferor, the transferorÕs membersÕ agent shall at the same time copy that
notice, explanation and any further explanation to the transferee.
3. Commencement
This
regulation shall come into force on 5 October 1994.
342.
Bilateral Arrangements (1998) Byelaw No. 8 of 1998, 6 May 1998
COMMENCEMENT
This
byelaw came into force on 6 May 1998.
EXPLANATORY
NOTE
(This note
is not part of the byelaw)
This
byelaw sets out the general structure of the rules governing a permitted
bilateral arrangement and extends the categories permitted by paragraph 14 of
the Agency Agreement Byelaw of the Òparticipation nominationÓ provided for by
clause 11A of the standard managing agentÕs agreement. Permitted bilateral
arrangements are subject to certain rules analogous to some of the Auction
Rules: the amount of capacity transferred is subject to any Òde-emptionÓ by the
managing agent; and managing agents are required to enter into standard agency
agreements with the nominee and the nomineeÕs membersÕ agent.
To
avoid any suggestion that permitted bilateral arrangements involve the issue
of, or trading in, securities for the purpose of US securities law members (or
prospective members) are each limited to 25 permitted bilateral arrangements
per syndicate. For the purpose of the 25 transaction limit, the syndicate MAPA
capacity is treated as if it were that of a single member.
The
byelaw applies only to transactions during 1998 for the 1999 year of account.
The Council
of LloydÕs in exercise of its powers under section 6(2) of, and paragraphs (4)
and (15) of Schedule 2 to, LloydÕs Act 1982 by special resolution hereby makes
the following byelaw.
Part
AÑPreliminary
1. Interpretation
(1) In
this byelaw Òpermitted bilateral arrangementÓ means a participation nomination:
(a) validated
by or under the authority of the Auction Official during the period beginning
on 17 July 1998 and ending on 25 September 1998;
(b) for
which the only consideration is cash; and
(c) which
complies with the requirements of this byelaw and the conditions imposed or
requirements made under it.
(2) The
provisions of the Schedule to this byelaw (interpretation) shall have effect.
Part
BÑPermitted Bilateral Arrangements
2. Amendment
of Agency Agreements Byelaw (No. 8 of 1988, 310)
[These
amendments have been made on the original byelaw.]
3. Auctions
(1) Where
the proposed permitted bilateral arrangement concerns a syndicate in respect of
which a tender order has been submitted in the most recent auction which:
(a) specified
a floor limit lower than the price specified in the proposed permitted
bilateral arrangement; and
(b) remains
unsatisfied
the
proposed nominee shall satisfy that order in priority to the proposed permitted
bilateral arrangement in accordance with the requirements and conditions made
by the Council under paragraph 5.
(2) Where
the proposed bilateral arrangement concerns a syndicate in respect of which a
subscription order has been submitted in the most recent auction which:
(a) specified
a subscriberÕs premium higher than the price specified in the proposed
permitted bilateral arrangement; and
(b) remains
unsatisfied
the party
making the proposed participation nomination shall satisfy that order in
priority to the proposed permitted bilateral arrangement in accordance with the
requirements and conditions made by the Council under paragraph 5.
4. Validation
(1) A
permitted bilateral arrangement shall be conditional on its validation by or
under the authority of the Auction Official.
(2) The
validation of any permitted bilateral arrangement shall be effected in such
manner and within such period, and subject to such other conditions and
requirements as are for the time being prescribed under paragraph 5.
5. Conditions
and requirements
(1) The
Council may prescribe such conditions or requirements to be satisfied or
complied with in relation to any permitted bilateral arrangement as it may
think fit.
(2) Without
prejudice to the generality of sub-paragraph (1), any conditions and
requirements under that sub-paragraph:
(a) may
include requirements as to the manner in which and time by which any submission
for validation under paragraph 4 shall be made;
(b) may
include the requirement to complete notices or other documents with such
contents and such form as may be prescribed by the Auction Official or any
other person for the time being authorised by the Council;
(c) may
include the requirement to execute and deliver or otherwise become a party to
any form of contract, assignment, undertaking, mandate, or other document or
instrument whatsoever prescribed by the Auction Official or any other person
for the time being authorised by the Council;
(d) may
be applicable generally or in relation to any particular case or class of
cases;
(e) may
specify circumstances in which a person is to be exempt from any such condition
or requirement or may be excused from compliance with any such condition or
requirement to such extent as the Council may think fit; and
(f) may
contain incidental, supplementary and transitional provisions.
6. Annual
limit on permitted bilateral arrangements
(1) A
member, a candidate, or a prospective candidate shall not enter into more than
25 permitted bilateral arrangements in any one year of account in relation to
the same syndicate, whether as the member making the participation nomination
or as the nominee.
(2) For
the purpose of this paragraph only, permitted bilateral arrangements made in
respect of prospective participations through a single MAPA shall be treated as
a single permitted bilateral arrangement.
7. Reduction
in syndicate capacity made by managing agent
Where,
in accordance with paragraph 5 of the Syndicate Pre-emption Byelaw (No. 19 of
1997, 333), a managing agent reduces the syndicate allocated capacity of a
syndicate for the 1999 year of account the amount of his memberÕs syndicate
premium limit in respect of which a member may make a permitted bilateral
arrangement shall be reduced by the same proportion as the memberÕs syndicate
premium limits of the members for the 1998 year of account who are to
participate in the syndicate for the 1999 year of account.
8. Overseas
jurisdictions
(1) The
Council may prohibit, or impose such conditions or requirements as it thinks
fit in relation to, any permitted bilateral arrangement where any party thereto
is resident or domiciled in a jurisdiction outside the United Kingdom if it
appears to the Council that such arrangement would be unlawful or would require
compliance with unduly burdensome requirements.
(2) The
powers of the Council under this paragraph may be exercised generally or in
relation to any particular case or class of cases.
9. Fees
The
Council may prescribe fees to be paid by any person in respect of any permitted
bilateral arrangement or the validation thereof.
Part
CÑMiscellaneous and Supplementary
10. Modification
of Conversion Rules and Auction Rules etc
The
Council may in relation to permitted bilateral arrangements or for purposes
consequential to this byelaw amend, modify or disapply, whether generally or in
relation to a particular case or class of cases, any provision of the
Conversion Rules, the Auction Rules or any conditions or requirements made in
respect of corporate members under the Membership Byelaw (No. 17 of 1993,
111).É
12. Furtherance
of permitted bilateral arrangement
(1) The
managing agent and the nomineeÕs membersÕ agent shall do all such acts and
things and shall execute all such documents as shall be necessary or expedient
on their part to give effect to a permitted bilateral arrangement.
(2) Without
limiting the generality of sub-paragraph (1), the managing agent shall enter
into an agreement in the terms of the standard managing agentÕs agreement
(general) or standard managing agentÕs agreement (corporate member) with the
nominee.
(3) Subject
to sub-paragraph (4) and without limiting the generality of sub-paragraph (1),
the managing agent shall enter into an agreement in the terms of the standard
agentÕs agreement with the nomineeÕs membersÕ agent if there is no such
agreement current between the managing agent and that membersÕ agent.
(4) The
Council may, on application by the managing agent, waive the requirements of
sub-paragraph (3) in any particular case.
13. Commencement
This
byelaw shall come into force on 6 May 1998.
ScheduleÑInterpretation
In
this byelaw, unless the context otherwise requires:
ÒauctionÓ
means an auction held under a capacity allocation scheme established under the
Auction Byelaw (No. 14 of 1997, 331);
ÒAuction OfficialÓ
means the person for the time being appointed under paragraph 3 of the Auction
Byelaw (No. 14 of 1997, 331);
ÒAuction
RulesÓ means the Auction Rules, as from time to time amended, made by the
Council under paragraph 2(5) of the Auction Byelaw (No. 14 of 1997, 331);
Òfloor
limitÓ means the minimum premium which a tenderer requires to receive in
respect of each £1 of tendered capacity in an auction;
Òparticipation
nominationÓ means a nomination such as is referred to in clause 11A.2 of an
agreement in the terms of the standard managing agentÕs agreement (general) or
of the standard managing agentÕs agreement (corporate member) respectively
prescribed by the Agency Agreements Byelaw (No. 8 of 1988, 310);
Òprospective
participationÓ means in relation to a syndicate, the amount of the memberÕs
syndicate premium limit with which a person will for the time being be entitled
to participate as a member of that syndicate for the 1999 year of account;
Òsubscribed
capacityÓ means the amount of the prospective participation specified in a
subscription order;
ÒsubscriberÓ
means a person on whose behalf a subscription order is submitted;
ÒsubscriberÕs
premiumÓ means the premium which a subscriber is willing to pay in respect of
each £1 of subscribed capacity;
Òsubscription
orderÓ has the meaning given in the Auction Byelaw (No. 14 of 1997, 331);
ÒsyndicateÓ
means a group of members of LloydÕs or a single corporate member underwriting
insurance business at LloydÕs through the agency of a managing agent to which a
particular syndicate number is assigned by or under the authority of the
Council;
Òtendered
capacityÓ means the amount of the prospective participation specified in a
tender order;
ÒtendererÓ
means a person on whose behalf a tender order is submitted;
Òtender
orderÓ has the meaning given in the Auction Byelaw (No. 14 of 1997, 331);
Òvalidation
dateÓ means the date on which a permitted bilateral arrangement is validated
and becomes unconditional;
343.
Training and Development Byelaw No. 23 of 1998, 22 December 1998
COMMENCEMENT
This
byelaw came into force on 1 January 1999.
AMENDMENTS
This
byelaw was amended by:
Underwriting
Agents (Amendment No. 16) Byelaw (No. 15 of 1999).
EXPLANATORY
NOTE
(This note
is not part of the byelaw.)
This
byelaw revises and consolidates the following byelaws:
(a) LloydÕs
Market Certificate Byelaw (No. 6 of 1989, 109);
(b) LloydÕs
Introductory Test Byelaw (No. 8 of 1985, 104); and
(c) Underwriting
Agents Qualification Byelaw (No. 31 of 1993, 113),
which are
accordingly revoked.
This
byelaw provides that each underwriting agent, run-off company or LloydÕs
adviser shall prepare a training and development plan. LloydÕs brokers are not
required to prepare a training and development plan.
Council
may make requirements under this byelaw that the LloydÕs Introductory Test and
other qualification and experience requirements must be met by certain
individuals as a precondition to carrying out certain functions at LloydÕs.
Such requirements may apply to underwriting agents, LloydÕs brokers, LloydÕs
advisers and run-off companies.
The Council
of LloydÕs in exercise of its powers under section 6(2) of LloydÕs Act 1982 by
special resolution hereby makes the following byelaw.
1. Interpretation
The
Schedule to this byelaw (interpretation) shall have effect.
2. Examination,
qualifications and experience requirements
The
Council may make requirements that any person shall, as a condition of
exercising such functions in relation to the conduct of insurance business at
LloydÕs or to the affairs of members of LloydÕs as may be specified, have:
(a) met
such examination and qualification requirements as are prescribed by the
Council; and
(b) such
relevant experience as is specified by the Council.
3. Training
and development plans
(1)
Every underwriting agent [and] run-off company [É] shall:
(a) prepare
a training and development plan; and
(b) nominate
a director or partner, whose identity shall be notified to the Council,
responsible for the preparation and implementation of the training and
development plan (without prejudice to the responsibilities of the directors or
partners).
(2)
Without limiting sub-paragraph (1), a person nominated in accordance with
sub-paragraph (1)(b) shall ensure that:
(a) the
training and development plan and its implementation are considered and
reviewed by the directors or partners at intervals of not more than twelve
months and that such review is documented and capable of production to the
Council on request; and
(b) the
first such training and development plan and documented review is in place and
capable of production to LloydÕs not later than 30 June 1999.
NOTE
4. Continuing
professional education
The
Council may make requirements that every active underwriter, executive director
or partner or compliance officer of an underwriting agent [other than a
corporate adviser], participate in programmes of continuing professional
education and development.
NOTE
5. Revocation
and amendment of byelaws
(1)
The following byelaws are revoked:
(a) LloydÕs
Market Certificate Byelaw (No. 6 of 1989, 109); and
(b) LloydÕs
Introductory Test Byelaw (No. 8 of 1985, 104); and
(c) Underwriting
Agents Qualification Byelaw (No. 31 of 1993, 113).
(2)
The Underwriting Agents Byelaw (No. 4 of 1984, 101) is amended as follows:
[these
amendments have been made on the original byelaw]
6. Exemptions
Council
may at its absolute discretion grant exemptions to any requirements made under
this byelaw for such period and on such conditions as it thinks fit.
7. Commencement
This
byelaw shall come into force on 1 January 1999.
ScheduleÑInterpretationparagraph
1
In
this byelaw, unless the context otherwise requires:
Òactive
underwriterÓ has the meaning given in the Underwriting Agents Byelaw (No. 4 of
1984, 101);
Òcompliance
officerÓ means a person appointed by an underwriting agent in accordance with
paragraph 52A of the Underwriting Agents Byelaw (No. 4 of 1984, 101);
[Òcorporate
adviserÓ has the meaning given in the Underwriting Agents Byelaw (No. 4 of
1984, 101);]
[É]
NOTE
Òrun-off
companyÓ has the meaning given in the Run-Off Companies Byelaw (No. 2 of 1995,
114);
Òtraining
and development planÓ means a training and development plan as required by
paragraph 3(1)(a) of this byelaw;
Òunderwriting
agentÓ means an underwriting agent as defined in the Underwriting Agents Byelaw
(No. 4 of 1984, 101).
344. Waiver
Byelaw No. 3 of 1999, 3 March 1999
COMMENCEMENT
This
byelaw came into force on 1 April 1999.
EXPLANATORY
NOTE
(This note
does not form part of the byelaw.)
This
byelaw provides for the giving of directions for dispensation from the
provisions of byelaws or regulations or any requirements made or conditions
imposed under byelaws or regulations. Such directions are given at the
discretion of the Council and subject to the Council being satisfied as to the
matters set out in sub-paragraph 1(2) of the byelaw.
The
Council may prescribe requirements as to the giving of directions.
The Council
of LloydÕs in exercise of its powers under section 6(2) of LloydÕs Act 1982 by
special resolution hereby makes the following byelaw.
1. Waiver
of byelaws, etc.
(1)
Subject to sub-paragraph (2), the Council may at any time direct that, to the
extent specified, any person shall be dispensed from compliance with any
provision of any byelaw or regulation made under LloydÕs Acts 1871 to 1982 or
of any requirement made or condition imposed under any such byelaw or
regulation.
(2)
The Council may give directions under sub-paragraph (1) only if it considers
that:
(a) compliance
would be unduly burdensome on the person in relation to whom the dispensation
is to apply having regard to the benefit that compliance would confer on
members of the Society or LloydÕs policyholders; and
(b) the
dispensation will not result in any undue risk to any member of the Society or
any LloydÕs policyholder.
(3)
The Council may prescribe requirements as to giving directions under
sub-paragraph (1).
2. Terms
of directions, requirements etc.
Any
directions given under this byelaw:
(a) may
be made individually or in respect of any class or classes of persons;
(b) may
be varied or revoked from time to time in whole or in part or as to any period,
condition or requirement;
(c) may
make different provisions for different cases; and
(d) may
include provisions for the disclosure to any persons whether by the person to
whom the direction is given or by the Council of the circumstances and details
of the dispensation including the disclosure of the name of the person to whom
the direction is given.
3. Powers
cumulative
The
powers conferred by this byelaw are cumulative and are in addition to any other
powers of the Council under LloydÕs Acts 1871 to 1982 and the byelaws and
regulations made under those Acts. Accordingly, except where this byelaw
expressly provides otherwise, no provision of this byelaw shall be construed as
limiting any power conferred by or under any other provision of this byelaw or
any other byelaw or regulation made or to be made under LloydÕs Acts 1871 to
1982.
4. Commencement
This
byelaw comes into force on 1 April 1999.
345.
Bilateral Arrangements Byelaw No. 4 of 1999, 14 April 1999
COMMENCEMENT
This
byelaw came into force on 14 April 1999.
AMENDMENTS
This
byelaw was amended by
Assignment
of Syndicate Participations (Second Nomination) Byelaw (No. 6 of 2000).
EXPLANATORY
NOTE
(This note
is not part of the byelaw.)
This
byelaw sets out the general structure of the rules governing a permitted
bilateral arrangement. Permitted bilateral arrangements are subject to certain
rules analogous to some of the Auction Rules: the amount of capacity
transferred is subject to any Òde-emptionÓ by the managing agent; and managing
agents are required to enter into standard agency agreements with the nominee
and the nomineeÕs membersÕ agents.
To
avoid any suggestion that permitted bilateral arrangements involve the issue
of, or trading in, securities for the purpose of US securities law members (or
prospective members) are each limited to 25 permitted bilateral arrangements
per syndicate. For the purpose of the 25 transaction limit, the syndicate MAPA
capacity is treated as if it were that of a single member.
The Council
of LloydÕs in exercise of its powers under section 6(2) of, and paragraphs (4)
and (15) of Schedule 2 to, LloydÕs Act 1982 by special resolution hereby makes
the following byelaw.
Part
AÑPreliminary
1. Interpretation
(1)
In this byelaw Òpermitted bilateral arrangementÓ means a participation
nomination [or a second nomination]:
(a) validated
by or under the authority of the Auction Official during such period as the
Council may from time to time prescribe;
(b) for
which the only consideration is cash; and
(c) which
complies with the requirements of this byelaw and the conditions imposed or
requirements made under it.
(2)
The provisions of the Schedule to this byelaw (interpretation) shall have
effect.
NOTE
Part
BÑPermitted Bilateral Arrangements
2. Amendment
of Agency Agreements Byelaw (No. 8 of 1988, 310)
[These
amendments have been made on the main byelaw.]
3. Auctions
(1)
Where the proposed permitted bilateral arrangement concerns a syndicate in
respect of which a tender order has been submitted in the most recent auction
which:
(a) specified
a floor limit lower than the price specified in the proposed permitted
bilateral arrangement; and
(b) remains
unsatisfied
the
proposed nominee shall satisfy that order in priority to the proposed permitted
bilateral arrangement in accordance with the requirements and conditions made
by the Council under paragraph 5.
(2)
Where the proposed bilateral arrangement concerns a syndicate in respect of
which a subscription order has been submitted in the most recent auction which:
(a) specified
a subscriberÕs premium higher than the price specified in the proposed
permitted bilateral arrangement; and
(b) remains
unsatisfied
the party
making the proposed participation nomination [or second nomination] shall
satisfy that order in priority to the proposed permitted bilateral arrangement
in accordance with the requirements and conditions made by the Council under
paragraph 5.
NOTE
4. Validation
(1)
A permitted bilateral arrangement shall be conditional on its validation by or
under the authority of the Auction Official.
(2)
The validation of any permitted bilateral arrangement shall be effected in such
manner and within such period, and subject to such other conditions and
requirements, as are for the time being prescribed under paragraph 5.
5. Conditions
and requirements
(1)
The Council may prescribe such conditions or requirements to be satisfied or
complied with in relation to any permitted bilateral arrangement as it may
think fit.
(2)
Without prejudice to the generality of sub-paragraph (1), any conditions and
requirements under that sub-paragraph:
(a) may
include requirements as to the manner in which and time by which any submission
for validation under paragraph 4 shall be made;
(b) may
include the requirement to complete notices or other documents with such
contents and such form as may be prescribed by the Auction Official or any
other person for the time being authorised by the Council;
(c) may
include the requirement to execute and deliver or otherwise become a party to
any form of contract, assignment, undertaking, mandate, or other document or
instrument whatsoever prescribed by the Auction Official or any other person
for the time being authorised by the Council;
(d) may
be applicable generally or in relation to any particular case or class of
cases;
(e) may
specify circumstances in which a person is to be exempt from any such condition
or requirement or may be excused from compliance with any such condition or
requirement to such extent as the Council may think fit; and
(f) may
contain incidental, supplementary and transitional provisions.
6. Annual
limit on permitted bilateral arrangements
(1) A
member or a candidate shall not enter into more than 25 permitted bilateral
arrangements in any one year of account in relation to the same syndicate,
whether as the member making the participation nomination [or the second
nomination] or as the nominee.
(2) For
the purpose of this paragraph only, permitted bilateral arrangements made in
respect of prospective participations through a single MAPA shall be treated as
a single permitted bilateral arrangement.
NOTE
7. Reduction
in syndicate capacity made by managing agent
Where,
in accordance with paragraph 5 of the Syndicate Pre-emption Byelaw (No. 19 of
1997, 333), a managing agent reduces the syndicate allocated capacity of a
syndicate for the succeeding year of account the amount of his memberÕs
syndicate premium limit in respect of which a member may make a permitted
bilateral arrangement shall be reduced by the same proportion as the memberÕs
syndicate premium limits of the members for the current year of account who are
to participate in the syndicate for the succeeding year of account.
8. Overseas
jurisdictions
(1)
The Council may prohibit, or impose such conditions or requirements as it
thinks fit in relation to, any permitted bilateral arrangement where any party
thereto is resident or domiciled in a jurisdiction outside the United Kingdom
if it appears to the Council that such arrangement would be unlawful or would
require compliance with unduly burdensome requirements.
(2)
The powers of the Council under this paragraph may be exercised generally or in
relation to any particular case or class of cases.
9. Fees
The
Council may prescribe fees to be paid by any person in respect of any permitted
bilateral arrangement or the validation thereof.
Part
CÑMiscellaneous and Supplementary
10. Modification
of Conversion Rules and Auction Rules etc.
The
Council may in relation to permitted bilateral arrangements or for purposes
consequential to this byelaw amend, modify or disapply, whether generally or in
relation to a particular case or class of cases, any provision of the
Conversion Rules, the Auction Rules or any conditions or requirements made in
respect of corporate members under the Membership Byelaw (No. 17 of 1993, 111).
11. Furtherance
of permitted bilateral arrangement
(1)
The managing agent and the nomineeÕs agent shall do all such acts and things
and shall execute all such documents as shall be necessary or expedient on
their part to give effect to a permitted bilateral arrangement.
(2)
Without limiting the generality of sub-paragraph (1), the managing agent shall
enter into an agreement in the terms of the standard managing agentÕs agreement
(general) or standard managing agentÕs agreement (corporate member) with the
nominee.
(3)
Subject to sub-paragraph (4) and without limiting the generality of
sub-paragraph (1), the managing agent shall enter into an agreement in the
terms of the standard agentÕs agreement with the nomineeÕs membersÕ agent if
there is no such agreement current between the managing agent and that membersÕ
agent.
(4)
The Council may, on application by the managing agent, waive the requirements
of sub-paragraph (3) in any particular case.
12. Commencement
This
byelaw shall come into force on 14 April 1999.
Schedule.
Interpretation
In this
byelaw, unless the context otherwise requiresÑ
ÒauctionÓ
means an auction held under a capacity allocation scheme established under the
Auction Byelaw (No. 14 of 1997, 331);
ÒAuction
OfficialÓ means the person for the time being appointed under paragraph 3 of
the Auction Byelaw (No. 14 of 1997, 331);
ÒAuction
RulesÓ means the Auction Rules, as from time to time amended, made by the
Council under paragraph 2(5) of the Auction Byelaw (No. 14 of 1997, 331);
Òfloor
limitÓ means the minimum premium which a tenderer requires to receive in
respect of each £1 of tendered capacity in an auction;
Òparticipation
nominationÓ means a nomination such as is referred to in clause 11A.2 of an
agreement in the terms of the standard managing agentÕs agreement (general) or
of the standard managing agentÕs agreement (corporate member) respectively
prescribed by the Agency Agreements Byelaw (No. 8 of 1988, 310);
Òprospective
participationÓ means, in relation to a syndicate, the amount of the memberÕs
syndicate premium limit with which a person will be entitled to participate as
a member of that syndicate for the following year of account;
[Òsecond
nominationÓ has the meaning given in the Schedule to the Assignment of
Syndicate Participations (Second Nomination) Byelaw (No. 6 of 2000);]
NOTE
Òsubscribed
capacityÓ means the amount of the prospective participation specified in a
subscription order;
ÒsubscriberÓ
means a person on whose behalf a subscription order is submitted;
ÒsubscriberÕs
premiumÓ means the premium which a subscriber is willing to pay in respect of
each £1 of subscribed capacity;
Òsubscription
orderÓ has the meaning given in the Auction Byelaw (No. 14 of 1997, 331);
ÒsyndicateÓ
means a group of members of LloydÕs or a single corporate member underwriting
insurance business at LloydÕs through the agency of a managing agent to which a
particular syndicate number is assigned by or under the authority of the
Council;
Òtendered
capacityÓ means the amount of the prospective participation specified in a
tender order;
ÒtendererÓ
means a person on whose behalf a tender order is submitted;
Òtender
orderÓ has the meaning given in the Auction Byelaw (No. 14 of 1997, 331);
Òvalidation
dateÓ means the date on which a permitted bilateral arrangement is validated
and becomes unconditional.
346. Mandatory
Offer Byelaw No. 5 of 1999, 14 April 1999
COMMENCEMENT
This
byelaw came into force on 14 April 1999.
AMENDMENTS
This
byelaw was amended by:
Mandatory
Offer (Amendment) Byelaw (No. 10 of 1999)
Assignment
of Syndicate Participations (Second Nomination) Byelaw (No. 6 of 2000)
Mandatory
Offer (Amendment No. 2) Byelaw (No. 7 of 2000).
EXPLANATORY
NOTE
(This note
is not part of the byelaw.)
This
byelaw (paragraph 10) revokes those parts of the Major Syndicate Transactions
Byelaw (No. 18 of 1997, 332) dealing with mandatory offers.
Subject
to certain transitional provisions which are set out in Schedule 3, paragraph 2
of this byelaw requires a mandatory offer to be made when any person either
alone or with his associates is or becomes entitled to participate in a
syndicate for the next following year of account with a memberÕs syndicate
premium limit or, as the case may be, memberÕs syndicate premium limits in
aggregate not less than 75 per cent of the syndicate allocated capacity of that
syndicate for the following year of account. In such circumstances, the
mandatory offer must be made by:
(a) the
managing agent if it is connected to such person or any of his associates;
(b) if
the managing agent is not so connected, whoever of such person and his associates
has the highest memberÕs syndicate premium limit; or
(c) whether
or not the managing agent is so connected, such other person as the Council may
specify on the application of that person.
Schedule
2 prescribes certain terms of the mandatory offer, but otherwise the offer need
only be made in accordance with the conditions and requirements made under
paragraph 5(1) of the Conversion and Related Arrangements Byelaw (No. 22 of
1996, 329) for the time being in force and as may be modified from time to time
for the purposes of this byelaw.
Paragraph
3 prescribes the announcement that needs to be made when someone, either alone
or with his associates, becomes entitled to not less than 75 per cent of the
syndicate allocated capacity of a syndicate.
Paragraph
4 contains an exception to the requirement to make a mandatory offer.
Generally, this provides that, once a mandatory offer has been made, no further
mandatory offer is required provided the offeror, either alone or with his
associates, remains entitled to not less than 75 per cent of the syndicate
allocated capacityÑwhere no offer is going to be made because of this
paragraph, an announcement to that effect will be required each year.
Paragraph
5 provides that, where ÒcapacityÓ has not been acquired for value in the 12
months preceding the date on which the mandatory offer threshold was passed,
nor since that date, no mandatory offer is required to be made. An announcement
must be made to this effect.
Paragraph
6 prescribes the procedure for obtaining a possibly indefinite waiver from the
requirement to make a mandatory offer and the announcement that also needs to
be made in connection with it.
The Council
of LloydÕs in exercise of its powers under section 6(2) of LloydÕs Act 1982 by
special resolution hereby makes the following byelaw.
1. Interpretation
Schedule
1 to this byelaw (interpretation) shall have effect.
2. Obligation
to make a mandatory offer
(1)
Subject to the following provisions of this byelaw, if any person is or becomes
entitled to participate in a syndicate for the next following year of account
with a memberÕs syndicate premium limit not less than 75 per cent of the
syndicate allocated capacity of that syndicate for the next following year of
account then that person shall forthwith, or within such period as the Council
may specify, make an invitation in accordance with Schedule 2 to this byelaw.
(2)
Subject to the following provisions of this byelaw, if any person together with
any associates (together referred to in this byelaw as an Òassociated groupÓ)
is or becomes entitled to participate in a syndicate for the next following
year of account with memberÕs syndicate premium limits in aggregate not less
than 75 per cent of the syndicate allocated capacity of that syndicate for the
next following year of account then:
(a) if
the managing agent of that syndicate is itself a company connected with any
member of that associated group, the managing agent; or
(b) if
the managing agent of that syndicate is not so connected, that member of that
associated group having the highest memberÕs syndicate premium limit in
relation to that syndicate for the next following year of account; or
(c) whether
or not the managing agent of that syndicate is so connected, such other member
of that associated group as the Council may specify on written application by
that person,
shall
forthwith, or within such period as the Council may specify, make an invitation
in accordance with Schedule 2 to this byelaw.
(3)
For the purpose of sub-paragraphs (1) and (2), in calculating the memberÕs
syndicate premium limit of any person for the next following year of account,
where the managing agent of the syndicate is a connected company of that
person, there shall be included any portion of the syndicate allocated capacity
of that syndicate for the next following year of account which is allocable at
the discretion of that managing agent provided that such portion shall not be
included more than once when calculating the aggregate memberÕs syndicate premium
limits of the members of an associated group.
(4)
Where, under any approval granted under the Membership and Underwriting
Requirements (Corporate Member), the same individual is permitted to act as
underwriter for two or more syndicates managed by the same managing agent, one
of which consists only of a single corporate member and the other or others of
which include individual members, this byelaw shall apply as if all the
syndicates were the same syndicate.
(5)
Sub-paragraphs (1) and (2) shall apply subject to the transitional provisions
set out in Schedule 3 to this byelaw.
3. Announcement
about being or becoming entitled to not less than 75 per cent of the syndicate
allocated capacity of a syndicate
(1)
Subject to sub-paragraph (4), the offeror shall forthwith after the later of:
(a) the
date when the offeror (or, as the case may be, the associated group of which
the offeror is a member) became entitled to participate in the syndicate for
the next following year of account with a memberÕs syndicate premium limit or,
as the case may be, memberÕs syndicate premium limits in aggregate not less
than 75 per cent of the syndicate allocated capacity of that syndicate; and
(b) 14
April 1999;
issue, or
cause to be issued, an announcement in the publication known as Auction News or
in such other manner and in such other publication as the Council may approve.
(2)
Subject to sub-paragraph (4), any person who would be required by paragraph
2(1) or 2(2) to make the mandatory offer but for paragraph 5 or 6 shall
forthwith after the later of:
(a) the
date when that person (or, as the case may be, the associated group of which
that person is a member) became entitled to participate in the syndicate for
the next following year of account with a memberÕs syndicate premium limit or,
as the case may be, memberÕs syndicate premium limits in aggregate not less
than 75 per cent of the syndicate allocated capacity of that syndicate; and
(b) 14
April 1999;
issue, or
cause to be issued, an announcement in the publication known as Auction News or
in such other manner and in such other publication as the Council may approve.
(3)
The announcement referred to in sub-paragraphs (1) and (2) shall state that the
offeror (or the person who would be required by paragraph 2(1) or 2(2) to make
the mandatory offer but for paragraph 5 or 6) either alone or together with any
associates is entitled to participate in the syndicate for the next following
year of account with a memberÕs syndicate premium limit or, as the case may be,
memberÕs syndicate premium limits in aggregate not less than 75 per cent of the
syndicate allocated capacity of that syndicate for the next following year of
account.
(4)
Any offeror or other person required to make an announcement pursuant to this
paragraph 3 need not make such an announcement if, before 14 April 1999, he (or
any associate of his) has already issued, or caused to be issued, an
announcement in the publication known as Auction News containing the
information referred to in sub-paragraph (3).
4. Exception
where a previous mandatory offer has been made
(1)
Paragraph 2 (Obligation to make a mandatory offer) shall not apply if:
(a) the
offeror (or any associate of the offeror) has already made a mandatory offer to
the category of persons referred to in paragraph 1(1)(c) of Schedule 2 to this
byelaw; and
(b) after
that offer was made, the offeror either alone or together with any associates
continued to be entitled to participate in the syndicate for the next following
year of account and each subsequent year of account with a memberÕs syndicate
premium limit or, as the case may be, memberÕs syndicate premium limits in
aggregate not less than 75 per cent of the syndicate allocated capacity of that
syndicate for the then following year of account.
(2)
Where sub-paragraph (1) applies, the person who would otherwise have to make
the mandatory offer shall issue, or cause to be issued, an announcement in the
publication known as Auction News or in such other manner and in such other
publication as the Council may approve.
(3)
The announcement referred to in sub-paragraph (2) shall state that the person
who would otherwise have to make the mandatory offer but for sub-paragraph (1)
is not required to make the mandatory offer and the reason therefor.
[(4) Where
an announcement has been made pursuant to sub-paragraph (2) and the reason
stated in that announcement no longer applies, the offeror shall forthwith
issue, or cause to be issued, an announcement in the publication known as
Auction News or in such other manner and in such other publication as the
Council may approve.
(5) The
announcement referred to in sub-paragraph (4) shall state that the previous
announcement no longer applies, the reason why and the consequences thereof.]
NOTE
5. Postponement
of the requirement to make the mandatory offer
(1)
Paragraph 2 (Obligation to make a mandatory offer) shall not apply if:
(a) during
the relevant period; and
(b) since
the end of the relevant period
no
consideration has been paid by the potential offeror (or any associate of that
potential offeror) for the surrender of (or making of a participation
nomination [or a second nomination] in respect of) the whole or part of a
personÕs prospective participation in relation to the syndicate.
NOTE
(2)
For the purpose of sub-paragraph (1), the Òrelevant periodÓ is the period of 12
months ending on the date when the potential offeror (or, as the case may be,
the associated group of which that potential offeror is a member) became
entitled to participate in the syndicate for the next following year of account
with a memberÕs syndicate premium limit or, as the case may be, memberÕs
syndicate premium limits in aggregate not less than 75 per cent of the
syndicate allocated capacity of that syndicate.
(3)
Where sub-paragraph (1) applies, the potential offeror shall forthwith after
the later of:
(a) the
date when that potential offeror (or, as the case may be, the associated group
of which that potential offeror is a member) became entitled to participate in
the syndicate for the next following year of account with a memberÕs syndicate
premium limit or, as the case may be, memberÕs syndicate premium limits in
aggregate not less than 75 per cent of the syndicate allocated capacity of that
syndicate; and
(b) 14
April 1999;
issue, or
cause to be issued, an announcement in the publication known as Auction News or
in such other manner and in such other publication as the Council may approve.
(4)
The announcement referred to in sub-paragraph (3) shall state that the potential
offeror is not required to make the mandatory offer and the reason therefor.
(5)
Where sub-paragraph (1) applies, neither the potential offeror nor any
associate of that potential offeror, shall be entitled to vote on:
(a) any
syndicate merger affecting the syndicate under Schedule 1 to the Major
Syndicate Transactions Byelaw (No. 18 of 1997, 332); or
(b) any
proposed increase in the syndicate allocated capacity of the syndicate under
paragraph 6 of the Syndicate Pre-Emption Byelaw (No. 19 of 1997, 332).
[(6) Where
an announcement has been made pursuant to sub-paragraph (3) and the reason
stated in that announcement no longer applies, the offeror shall forthwith
issue, or cause to be issued, an announcement in the publication known as Auction
News or in such other manner and in such other publication as the Council may
approve.
(7) The
announcement referred to in sub-paragraph (6) shall state that the previous
announcement no longer applies, the reason why and the consequences thereof.]
NOTE
6. Waiver
of the requirement to make the mandatory offer
(1)
Paragraph 2 (Obligation to make a mandatory offer) shall not apply if:
(a) the
potential offeror obtains or has previously obtained the requisite level of
approval; and
(b) since
the ballot referred to in sub-paragraph (8) relating to that approval, the
potential offeror either alone or together with any associates continued to be
entitled to participate in the syndicate for the next following year of account
and each subsequent year of account with a memberÕs syndicate premium limit or,
as the case may be, memberÕs syndicate premium limits in aggregate not less
than 75 per cent of the syndicate allocated capacity of that syndicate for the
then following year of account.
(2)
For the purpose of sub-paragraph (1)(a), the Òrequisite level of approvalÓ is
or will have previously been obtained if the aggregate of the memberÕs
syndicate premium limits in relation to the syndicate for the year of account
following that in which the ballot referred to in sub-paragraph (8) relating to
that approval is or was held of those voting in favour of the waiver in that
ballot is not less than three quarters of the aggregate of the memberÕs
syndicate premium limits in relation to the syndicate for that year of account
of all those voting in that ballot.
(3)
If the potential offeror wishes to seek a waiver of the requirement to make the
mandatory offer, he shall for the purpose of considering and voting upon the
waiver convene a meeting of those persons referred to in [paragraph 1(1)(c) of
Schedule 2] to this byelaw except any person to whom the mandatory offer would
be made by virtue only of his participation in a MAPA.
NOTE
(4)
The meeting referred to in sub-paragraph (3) shall be convened for a date not
more than 35 days after the later of:
(a) the
date when the potential offeror (or, as the case may be, the associated group
of which that potential offeror is a member) became entitled to participate in
the syndicate for the next following year of account with a memberÕs syndicate
premium limit or, as the case may be, memberÕs syndicate premium limits in
aggregate not less than 75 per cent of the syndicate allocated capacity of that
syndicate; and
(b) 14
April 1999.
(5)
Not less than 21 days before the meeting and the latest date by which postal
votes are to be returned, the potential offeror shall give written notice of
the meeting, and of the latest date by which postal votes are to be returned,
to:
(a) those
persons referred to in sub-paragraph (3);
(b) every
membersÕ agent which acts as such for any of the persons referred to in
sub-paragraph (3); and
(c) every
LloydÕs adviser of any of the persons referred to in sub-paragraph (3).
(6)
Notice given under sub-paragraph (5) shall be accompanied by a document which:
(a) is
fair, accurate and not misleading;
(b) contains
all such information as the persons referred to in sub-paragraph (3) (and their
professional advisers) would reasonably require and expect to find there for
the purpose of making an informed assessment of whether or not to vote in
favour of the waiver and its effect on them and, in particular, the identities
of the potential offeror and his associates, the amount of their respective
memberÕs syndicate premium limits and, if the managing agent is connected with
the potential offeror or any of his associates, the portion of the syndicate
allocated capacity of the syndicate allocable at the discretion of the managing
agent;
(c) contains
a declaration in the following form:
ÒThe
[directors of] [partners in] [name of potential offeror], whose names appear on
page [ ], accept responsibility for the information contained in this
document. To the best of the knowledge and belief of the [directors] [partners]
(who have taken all reasonable care to ensure that such is the case) the
information contained in this document is in accordance with the facts and does
not omit anything likely to affect the import of such information.Ó;
(d) states
that those entitled to be called to the meeting under sub-paragraph (3) should
consult their memberÕs agent or LloydÕs adviser if they are in any doubt as to
the contents of the document or as to the action they should take;
(e) contains
such other additional information as the Council may from time to time prescribe
or require; and
(f) has
been approved in advance by the Conversion Official.
(7)
Notice given under sub-paragraph (5)(a) or (b) shall also be accompanied by a
voting form and a proxy form in such form respectively as the Council may
prescribe.
(8)
The potential offeror shall conduct a ballot of those persons entitled to be
called to the meeting under sub-paragraph (3) and of the membersÕ agents which
operate MAPAs through which any persons referred to in (and including those
excepted by) sub-paragraph (3) participate in the syndicate.
(9)
Votes may be cast in the ballot in person or by proxy at the meeting or by
post.
(10)
All expenses of the meeting and of administering the ballot shall be borne by
the potential offeror.
(11)
Every membersÕ agent which operates a MAPA through which any of the persons
referred to in (and including those excepted by) sub-paragraph (3) participate
in the syndicate shall within 21 days after the ballot inform those persons in
writing whether it voted for or against the proposed waiver and shall state the
reasons for its decision.
(12)
Where sub-paragraph (1) applies, the potential offeror shall issue, or cause to
be issued, an announcement in the publication known as Auction News or in such
other manner and in such other publication as the Council may approve.
(13)
The announcement referred to in sub-paragraph (12) shall state that the
potential offeror is not required to make the mandatory offer and the reason
therefor.
[(14) Where
an announcement has been made pursuant to sub-paragraph (12) and the reason
stated in that announcement no longer applies, the offeror shall forthwith
issue, or cause to be issued, an announcement in the publication known as
Auction News or in such other manner and in such other publication as the
Council may approve.
(15) The
announcement referred to in sub-paragraph (14) shall state that the previous
announcement no longer applies, the reason why and the consequences thereof.]
NOTE
7. Statements
of Principle
Subject
to any other provision of this byelaw, the statements of principle set out in
Schedule 5 to the Major Syndicate Transactions Byelaw (No. 18 of 1997, 332)
shall apply to any mandatory offer.
8. Conversion
and Related Arrangements Byelaw (No. 22 of 1996, 329)
The
Council may for the purposes of this byelaw modify any conditions and
requirements made under paragraph 5(1) of the Conversion and Related
Arrangements Byelaw (No. 22 of 1996, 329).
9. Powers
cumulative
(1)
Except in so far as it is expressly otherwise provided, any power conferred on
the Council by any provision of this byelaw, and any duty imposed on any person
by any provision of this byelaw, is in addition to, and shall not be construed
as limiting or being limited by, any other power of the Council, or any other
duty of any managing agent, membersÕ agent or any director, officer or employee
of, or partner in, any managing agent or membersÕ agent, whether conferred or
imposed by any other provision of this byelaw or otherwise.
(2)
Except in so far as it is expressly otherwise provided in such agreement, no
power, right, entitlement or privilege conferred on any member by the
provisions of any agreement in the form of the standard managing agentÕs
agreement or under the Agency Agreements Byelaw (No. 8 of 1988, 310) shall be
construed as being limited by any provision of this byelaw.
10. Revocations
Paragraph
3 of, and Schedule 3 to, the Major Syndicate Transactions Byelaw (No. 18 of
1997, 332) are revoked.
11. Commencement
This
byelaw shall come into force on 14 April 1999.
Schedule
1ÑInterpretation [Paragraph 1]
1.
In this byelaw, unless the context otherwise requires:
ÒassociateÓ
means, in relation to a person:
(a) any
director or employee of, or partner in, that person or any connected company;
(b) any
close relative of any such director, partner or employee; or
(c) any
connected company;
Òassociated
groupÓ has the meaning given in paragraph 2(2) of this byelaw;
Òclose
relativeÓ means an individualÕs spouse, his children and step-children, his parents
and step-parents, his brothers and sisters and his step-brothers and
step-sisters;
Òconnected
companyÓ means, in relation to any person, any body corporate which controls or
is controlled by that person or is controlled by any other person (or any group
of persons) who also controls that person, and any reference to a company being
Òconnected withÓ a person shall be construed accordingly;
ÒcontrolÓ
has the meaning given in the Schedule to the Membership Byelaw (No. 17 of 1993,
111);
Òmandatory
offerÓ means an invitation required to be made by paragraph 2(1) or 2(2) of
this byelaw;
ÒmemberÕs
syndicate premium limitÓ has the meaning given in the Schedule to the
Membership Byelaw (No. 17 of 1993, 111);
ÒofferorÓ
means the person required by paragraph 2(1) or 2(2) of this byelaw to make the
mandatory offer;
Òparticipation
nominationÓ has the meaning given in the Schedule to the Conversion and Related
Arrangements Byelaw (No. 22 of 1993, 329);
Òpotential
offerorÓ means, when used in paragraph 5 of this byelaw, the person who would
be required by paragraph 2(1) or 2(2) of this byelaw to make the mandatory
offer but for that paragraph 5 and, when used in paragraph 6 of this byelaw,
the person who would be required by paragraph 2(1) or 2(2) of this byelaw to make
the mandatory offer but for that paragraph 6;
Òprospective
participationÓ means, in relation to a syndicate, the amount of the memberÕs
syndicate premium limit with which a [person] will be entitled to participate
as a member of that syndicate for the next following year of account;
NOTE
[Òsecond
nominationÓ has the meaning given in the Schedule to the Assignment of
Syndicate Participations (Second Nomination) Byelaw (No. 6 of 2000);]
NOTE
Òshare swap
arrangementÓ has the meaning given in the Schedule to the Conversion and
Related Arrangements Byelaw (No. 22 of 1996, 329);
Òsurrender
arrangementÓ has the meaning given in the Schedule to the Conversion and
Related Arrangements Byelaw (No. 22 of 1996, 329);
Òsyndicate
allocated capacityÓ has the meaning given in paragraph 1(a) of the Syndicate
Premium Income Byelaw (No. 6 of 1984, 201).
Schedule
2ÑMandatory Offer [Paragraph 2]
1. Terms
of mandatory offer
(1)
Subject to the provisions of this byelaw, a mandatory offer shall:
(a) comply
with the conditions and requirements made under paragraph 5(1) of the
Conversion and Related Arrangements Byelaw (No. 22 of 1996, 329) for the time
being in force and applicable to surrender arrangements or share swap
arrangements, as may be modified from time to time for the purposes of this
byelaw;
(b) in
the case of an invitation to participate in a share swap arrangement, permit
the persons to whom it is made to receive cash instead of the securities they
would have received if they had participated in that share swap arrangement;
(c) be
made to every other person who, at the time that offer is made [is entitled to
make a participation nomination and/or second nomination in respect of the
syndicate to which that offer relates] other than any person who:
(i) is
an associate of the offeror; or
(ii) has
been specified by the Council as a person who, by reason of the law of any
foreign jurisdiction where he is resident or domiciled, should not receive such
an offer;
(d) invite
each of the persons referred to in sub-paragraph (1)(c) to participate in a
share swap arrangement or surrender arrangement [to the full extent of their
entitlement to do so];
(e) state
that the offeror (or, as the case may be, an associate or associates of the
offeror) is or are entitled to participate in the syndicate for the next
following year of account with a memberÕs syndicate premium limit or, as the
case may be, memberÕs syndicate premium limits in aggregate not less than 75
per cent of the syndicate allocated capacity of that syndicate for the next
following year of account; and
(f) not
be conditional as to acceptances.
NOTE
2. Consideration
for mandatory offer
[(1)
Subject to sub-paragraphs (2) and (2A), the value of the consideration payable
by the offeror shall be not less than the higher of:
(a) the
highest price paid during the relevant period by the offeror for, and
(b) the
highest price paid during the relevant period by any associate of the offeror
for
the
surrender of (or making of a participation nomination or a second nomination in
respect of) the whole or part of a personÕs prospective participation in
relation to the syndicate.]
NOTE
(2)
The Council may, if it thinks fit, on the written application of the offeror
agree that the consideration should be of such lower value than that required
by sub-paragraph (1) as the Council may specify.
[(2A)
Subject to sub-paragraph (2B), if during the relevant period the managing agent
increases or reduces the syndicate allocated capacity of the syndicate for the
succeeding year of account, the Council may, if it thinks fit, on its own
volition or on the written application by or on behalf of any of the persons
referred to in sub-paragraph 1(1)(c) of Schedule 2, require that the
consideration should be of such higher value than that required by
sub-paragraph (1) or agreed to under sub-paragraph (2) as the Council may
specify.
(2B)
Sub-paragraph (2A) shall not apply to any increase or reduction in the
syndicate allocated capacity of the syndicate for the succeeding year of
account before 16th June 1999];
NOTE
[(3)
For the purposes of sub-paragraphs (1) and (2A), but subject to sub-paragraph
(4), the Òrelevant periodÓ is the period beginning twelve months before the
date when the offeror (or, as the case may be, the associated group of which
the offeror is a member) became entitled to participate in the syndicate for
the next following year of account with a memberÕs syndicate premium limit or,
as the case may be, memberÕs syndicate premium limits in aggregate not less
than 75 per cent of the syndicate allocated capacity of that syndicate and
ending on the date when the mandatory offer ceases to be open for acceptance.
(4) If,
pursuant to paragraph 3 of Schedule 2, the Council gave permission for the
offeror to postpone the making of the mandatory offer from 1999 to 2000, the
Òrelevant periodÓ is the period beginning twelve months before the date when
the offeror makes the mandatory offer and ending on the date when the mandatory
offer ceases to be open for acceptance.]
NOTE
3. Late
offers
Where
compliance with the conditions and requirements made under paragraph 5(1) of
the Conversion and Related Arrangements Byelaw (No. 22 of 1996, 329) within the
periods prescribed therein (as extended in accordance therewith) is impractical
the Council may permit the making of the mandatory offer to be postponed until
the following year.
Schedule
3ÑTransitional Provisions [Paragraph 2(5)]
1. In
relation to a person who on 1 April 1998 was entitled to participate in the
syndicate for the 1999 year of account with a memberÕs syndicate premium limit
not less than 75 per cent of the syndicate allocated capacity of that syndicate
for the 1999 year of account, paragraph 2(1) of this byelaw shall not apply if:
(a) on 1
April 1999 that person was entitled to participate in that syndicate for the
2000 year of account with a memberÕs syndicate premium limit not less than 75
per cent of the syndicate allocated capacity of that syndicate for the 2000
year of account (such proportion at that date being referred to as the Òinitial
2000 shareÓ) and
(b) after
1 April 1999 that person has not become or does not become entitled to
participate in that syndicate for the 2000 year of account or any subsequent
year of account with a memberÕs syndicate premium limit which as a proportion
of the syndicate allocated capacity of that syndicate for that year of account
is greater than the initial 2000 share.
2.
In relation to an associated group, if:
(a) on 1
April 1998, any member of that associated group was entitled to participate in
the syndicate for the 1999 year of account with a memberÕs syndicate premium
limit not less than 75 per cent of the syndicate allocated capacity of that
syndicate for the 1999 year of account; and
(b) on 22
July 1998, the members of that associated group were entitled to participate in
the syndicate for the 1999 year of account with memberÕs syndicate premium
limits in aggregate not less than 75 per cent of the syndicate allocated
capacity of that syndicate for the 1999 year of account,
sub-paragraph
2(2) of this byelaw shall not apply only if:
(c) on 1
April 1999 that associated group was entitled to participate in that syndicate
for the 2000 year of account with memberÕs syndicate premium limits in
aggregate not less than 75 per cent of the syndicate allocated capacity of that
syndicate for the 2000 year of account (such proportion at that date being
referred to as the Òinitial 2000 shareÓ); and
(d) after
1 April 1999 that associated group has not become or does not become entitled
to participate in that syndicate for the 2000 year of account or any subsequent
year of account with memberÕs syndicate premium limits which in aggregate as a
proportion of the syndicate allocated capacity of that syndicate for that year
of account are greater than the initial 2000 share.
3.
In relation to an associated group, if:
(a) on 1
April 1998, any member of that associated group was entitled to participate in
the syndicate for the 1999 year of account with a memberÕs syndicate premium
limit not less than 75 per cent of the syndicate allocated capacity of that
syndicate for the 1999 year of account; and
(b) on 22
July 1998, the members of that associated group were entitled to participate in
the syndicate for the 1999 year of account with memberÕs syndicate premium
limits in aggregate not less than 90 per cent of the syndicate allocated
capacity of that syndicate for the 1999 year of account,
sub-paragraph
2(2) of this byelaw shall apply only if there was or is after 22 July 1998 an
increase in the aggregate amount of the memberÕs syndicate premium limits with
which that associated group was or will be entitled to participate in that
syndicate for the next following year of account or any subsequent year of
account.
4.
In relation to an associated group, if:
(a) on 1
April 1998, no member of that associated group was entitled to participate in
the syndicate for the 1999 year of account with a memberÕs syndicate premium
limit not less than 75 per cent of the syndicate allocated capacity of that
syndicate for the 1999 year of account; and
(b) on 22
July 1998, the members of that associated group were entitled to participate in
the syndicate for the 1999 year of account with memberÕs syndicate premium
limits in aggregate not less than 75 per cent of the syndicate allocated
capacity of that syndicate for the 1999 year of account,
sub-paragraph
2(2) of this byelaw shall apply only if there was or is after 22 July 1998 an
increase in the aggregate amount of the memberÕs syndicate premium limits with
which that associated group was or will be entitled to participate in that
syndicate for the next following year of account or any subsequent year of
account.
348.
LloydÕs Asia Byelaw No. 17 of 1999, 9 November 1999
EXPLANATORY
NOTE
(This note
is not part of the byelaw.)
This
byelaw permits the Council to take any steps and give any undertakings required
by or under the law of Singapore or otherwise appearing necessary or expedient
to secure authorisation for underwriting members to transact insurance business
in or emanating from the Republic of Singapore, and empowers the Council to
prescribe requirements and conditions in relation to such business. The byelaw
also amends the Insurance Intermediaries Byelaw (No. 8 of 1990, 313) to permit
underwriting members to accept insurance business constituting ÒSingapore
policiesÓ or Òoffshore policiesÓ through a related LloydÕs entity incorporated
in Singapore, without the involvement of a LloydÕs broker.
The
byelaw comes into force on 10 November 1999.
The Council
of LloydÕs in exercise of its powers under section 6(2), section 8(3) and
paragraphs (1), (4), (20), (41) and (42) of Schedule 2 to LloydÕs Act 1982 by
special resolution hereby makes the following byelaw.
1. Compliance
with Singapore Law
(1) The
Council may take any steps and give any undertakings required by or under the
law of the Republic of Singapore in order to secure authorisation for
underwriting members to transact insurance business in or emanating from the
Republic of Singapore.
(2) The
Council may from time to time prescribe requirements and conditions (including
requirements as to payment of fees or expenses) to be complied with by members
of the Society or underwriting agents in relation to insurance business
transacted by underwriting members in or emanating from the Republic of
Singapore.
2. Amendment
of Insurance Intermediaries Byelaw (No. 8 of 1990, 313)
[These
amendments have been made on the original byelaw.]
3. Commencement
This
byelaw shall come into force on 10 November 1999.
349.
Assignment of Syndicate Participations (Second Nomination) Byelaw No. 6 of
2000, 5 April 2000
COMMENCEMENT
This
byelaw came into force on 5 April 2000.
EXPLANATORY
NOTE
(This note
is not part of the byelaw.)
This
byelaw enables a person who has had a participation nomination made in his
favour or who has been allocated, by auction, a right to participate in a
particular syndicate for the following year of account (the ÒnomineeÓ) to
nominate someone else, by auction or otherwise, to underwrite in his place.
However, such a nomination may only be made in the limited circumstances
referred to in paragraphs 2(5) and 2(6), namely:
(i) in
response to a mandatory offer made under the Mandatory Offer Byelaw;
(ii) pursuant
to a conversion arrangement under the Conversion and Related Arrangements
Byelaw; and
(iii) by
some of the other ways referred to in paragraph 14 of the Agency Agreements
Byelaw where the nominee has died during the year in which the nomination or
allocation was made in his favour.
Paragraph
2 prescribes the circumstances and manner in which a nomination can be made
under this byelaw.
Paragraph
3 sets out the obligations of a managing agent if a nominee makes a nomination
under this byelaw. These obligations are similar to those a managing agent has in
respect of the original nomination (and which are set out in clause 11A.5 of
both forms of the standard managing agentÕs agreement).
Paragraph
4 sets out the rights of a managing agent if a nominee makes a nomination under
this byelaw. These rights are similar to those a managing agent has in respect
of the original nomination (and which are set out in paragraph 15 of the Agency
Agreements Byelaw).
The Council
of LloydÕs in exercise of its powers under section 6(2) of, and paragraph (15)
of Schedule 2 to, LloydÕs Act 1982 by special resolution hereby makes the
following byelaw.
1. Interpretation
The
Schedule to this byelaw (interpretation) shall have effect.
2. Second
assignment of syndicate participations
(1) Subject
to the provisions of this byelaw, if in any year one or more participation
nominations are made in favour of a particular person in respect of a
particular syndicate and/or a right or rights to participate in that syndicate
are allocated to him by auction, that person may during that year nominate an
underwriting member or underwriting members to underwrite as a member or
members of that syndicate for the year of account corresponding to the next
following year with a specified memberÕs syndicate premium limit not exceeding,
or specified memberÕs syndicate premium limits not exceeding in the aggregate,
the aggregate of:
(a) the
memberÕs syndicate premium limits in respect of which such participation
nominations and allocations were made; and
(b) if
the managing agent, in pursuance of the requirements of the Council relating to
syndicate pre-emption, has offered that person, in respect of the memberÕs
syndicate premium limits referred to in sub-paragraph (1)(a), the opportunity
to increase or required him to decrease such memberÕs syndicate premium limits
for the next following year of account, the amount of that increase or the
amount of the decrease so required as applicable,
in
substitution for that person either wholly or, as the case may be, to the
extent of the memberÕs syndicate premium limit or limits so specified.
(2) Any
second nomination shall be in writing signed by the person making it or by
another person duly authorised to sign it on his behalf; and any such authority
may be given in favour of such person or persons as shall be nominated by or
under the authority of the Council in accordance with any applicable
requirements of the Council.
(3) Unless
the Council shall otherwise direct or the managing agent shall otherwise allow,
any second nomination shall not be effective unless on or before the date
prescribed by the Council for the purposes of clause 11A.4 of the standard
managing agentÕs agreement written notice of the second nomination, together
with any such other documents and information as may be prescribed by or under
any applicable requirements of the Council, has been delivered to the managing
agent.
(4) Subject
to sub-paragraph (5), a second nomination may only be made:
(a) in
response to an invitation made in accordance with Schedule 2 to the Mandatory
Offer Byelaw (No. 5 of 1999, 346); or
(b) under
an approved conversion arrangement under the Conversion and Related
Arrangements Byelaw (No. 22 of 1996).
(5) Where
in any year one or more participation nominations are made in favour of a
particular person in respect of a particular syndicate and/or a right or rights
to participate in that syndicate are allocated to him by auction, then, if that
person dies during that year, his personal representatives or such other person
as may be duly authorised by law to act on behalf of his estate may make one or
more second nominations for the benefit of his estate under or by the
arrangements or schemes referred to in paragraphs 14(1)(a), (aa), (b) and (c)
of, or with the permission referred to in paragraph 14(1)(f) of, the Agency
Agreements Byelaw.
3. Furtherance
of second assignment of syndicate participations
(1) Subject
to sub-paragraphs (3) and (4) and paragraph 4, the managing agent shall do all
such acts and things and shall execute all such documents as shall be necessary
or expedient on its part:
(a) to
give effect to any second nomination; and
(b) where
in any year a person has made a second nomination in respect of part only of
the memberÕs syndicate premium limits in respect of which participation
nominations and allocations were made in his favour, to enable that person to
underwrite as a member of the syndicate for the year of account corresponding
to the next following year, with, in respect of such memberÕs syndicate premium
limits, a memberÕs syndicate premium limit equal to the remaining part.
(2) Without
limiting the generality of sub-paragraph (1) but subject to sub-paragraphs (3)
and (4) and paragraph 4, the managing agent shall:
(a) enter
into an agreement in the terms of the standard managing agentÕs agreement with
the person in whose favour any second nomination has been made;
(b) enter
into an agreement in the terms of the standard agentsÕ agreement with the
membersÕ agent, if any, of the person in whose favour any second nomination has
been made if there is no such agreement current between that managing agent and
that membersÕ agent; and
(c) execute
an agentsÕ syndicate list ancillary to the agreement referred to in
sub-paragraph (2)(b) for the year of account corresponding to the year next
following.
(3) The
Council may, on application by the managing agent, waive or vary the
requirements of sub-paragraphs (2)(b) or (c) in any particular case.
(4) The
obligations of the managing agent under this paragraph are subject to any
direction for the time being in force given by the Council or by the Appeal
Tribunal under the Agency Agreements Byelaw that effect shall not be given to a
participation nomination made in favour of the person seeking to make the
second nomination or for the benefit of whose estate the second nomination is
sought to be made.
4. Rights
of managing agents with respect to second assignments
(1) Where
a second nomination has been made, the Council may on the application of the
managing agent direct that effect shall not be given to that second nomination.
(2) The
Council may prescribe such conditions and requirements with respect to
applications under this paragraph as it thinks fit.
(3) Without
limiting the generality of sub-paragraph (2), any conditions and requirements
under that sub-paragraph:
(a) may
prescribe the time by which or period within which such an application must be
made;
(b) may
specify the form in which such an application must be made;
(c) may
require that persons considered by the Council to be affected by such an
application be notified of it and be afforded the opportunity to make
representations to the Council.
(4) If
the Council grants an application under this paragraph it may give such
supplementary and consequential directions as appear to it to be appropriate.
5. Rights
and obligations cumulative
(1) Any
right or entitlement conferred on any person by any provision of this byelaw,
and any duty or obligation imposed on any person by any provision of this
byelaw, is in addition to, and shall not be construed as limiting or being
limited by, any other right or entitlement of any person, including the person
entitled to make a second nomination, or any other duty or obligation of any
person, including any managing agent, whether conferred or imposed by any other
provision of this byelaw or otherwise.
(2) Without
prejudice to sub-paragraph (1), no right or entitlement of the person entitled
to make a second nomination which is conferred by the provisions of any
agreement in the form of the standard managing agentÕs agreement or under the
Agency Agreements Byelaw shall be construed as being limited by any provision
of this byelaw.
(3) Without
prejudice to sub-paragraph (1), no duty or obligation imposed on the managing
agent by the provisions of any agreement in the form of the standard managing
agentÕs agreement or under the Agency Agreements Byelaw shall be construed as
being limited by any provision of this byelaw.
6. Amendment
of the Agency Agreements Byelaw
[These
amendments have been made on the main byelaw.]
7. Amendment
of the Conversion and Related Arrangements Byelaw
[These
amendments have been made on the main byelaw.]
8. Amendment
of the Appeal Tribunal Byelaw
[These
amendments have been made on the main byelaw.]
9. Amendment
of the Auction Byelaw
[These
amendments have been made on the main byelaw.]
10. Amendment
of the Major Syndicate Transactions Byelaw
[These
amendments have been made on the main byelaw.]
11. Amendment
of the Syndicate Pre-emption Byelaw
[These
amendments have been made on the main byelaw.]
12. Amendment
of the Bilateral Arrangements Byelaw
[These
amendments have been made on the main byelaw.]
13. Amendment
of the Mandatory Offer Byelaw
[These
amendments have been made on the main byelaw.]
Commencement
This
byelaw shall come into force on 5 April 2000.
ScheduleÑInterpretation
[Paragraph 1]
In
this byelaw:
ÒAgency
Agreements ByelawÓ means the Agency Agreements Byelaw (No. 8 of 1988, 310);
ÒagentsÕ
syndicate listÓ has the meaning given to it in the Agency Agreements Byelaw;
Òapproved
conversion arrangementÓ shall be construed in accordance with paragraph 2(2)
of, and the Schedule to, the Conversion and Related Arrangements Byelaw (No. 22
of 1996, 329);
ÒauctionÓ
means an auction held under a capacity allocation scheme established under the
Auction Byelaw (No. 14 of 1997, 331);
ÒmemberÕs
syndicate premium limitÓ has the meaning given to it in the Membership Byelaw
(No. 17 of 1993, 111);
Òparticipation
nominationÓ means a nomination under clause 11A.2 of the standard managing
agentÕs agreement;
Òsecond
nominationÓ means a nomination under paragraph 2;
Òstandard
agentsÕ agreementÓ means an agreement in the form of the standard agentÕs
agreement as for the time being prescribed under the Agency Agreements Byelaw;
and
Òstandard
managing agentÕs agreementÓ means an agreement in the form of the standard
managing agentÕs agreement (corporate member) or of the standard managing
agentÕs agreement (general) as for the time being prescribed under the Agency
Agreements Byelaw.
350.
LloydÕs Policy Signing Office Byelaw No. 11 of 2000, 22 June 2000
COMMENCEMENT
This
byelaw came into force on 22 June 2000.
EXPLANATORY
NOTE
(This note
is not part of the byelaw.)
This
byelaw comes into force on 22 June 2000.
This
byelaw provides the legal framework for the transfer to a service provider of
those functions of LloydÕs that are carried out by that part of LloydÕs
currently known as LPSO (paragraph 2(1)).
In
addition, it provides for the carrying on by LloydÕs, whether through a
delegate (under paragraph 2(6)) or otherwise, of those services currently
undertaken by LPSO. The Council is empowered to require persons to use the
services of LPSO or its delegate or any transferee (paragraph 4), and may
impose conditions and requirements on any use of those services (paragraph 5).
Certain of the functions currently carried on by LPSO in relation to the
signing and finalisation of policies are described in Part D, and in Part E it
is made clear that information may be required in relation to the services,
that it may be stored but that confidentiality will generally be maintained. In
Part F, powers are granted to the Council to prescribe charges and expenses, to
make regulations, codes of practice and manuals, and to enter into agreements
in relation to the provision of services.
As
a consequential matter, this byelaw amends the Interpretation Byelaw (No. 1 of
1983, 500) by inserting in it a definition of ÒLPSOÓ and makes consequential
amendments to other byelaws and regulations. Amendments are made in particular
to the Central Accounting Byelaw (No. 20 of 1998, 525), on the basis that LPSO
currently assists in the provision of central accounting services. These
services may, as with the LPSO services generally, be delegated or provided by
a third party on such terms as the Council sees fit. Provisions are therefore
inserted into the Central Accounting Byelaw which mirror certain provisions of
this byelaw.
The
byelaw has immediate effect save that, in the case of amendments made to the standard
managing agentÕs agreement (general) and standard managing agentÕs agreement
(corporate member) the amendments shall have effect from 1 January 2002 in
accordance with the variation provisions of those agreements, and the
provisions of the Agency Agreements Byelaw (No. 8 of 1988, 310).
351.
LloydÕs Claims Byelaw No. 12 of 2000, 21 August 2000
COMMENCEMENT
This
byelaw came into force on 21 August 2000.
EXPLANATORY
NOTE
(This note
is not part of the byelaw.)
This
byelaw comes into force on 21 August 2000. It revokes the LloydÕs 1994 ClaimÕs
Scheme Byelaw (No. 4 of 1994, 323) from a date to be determined by the Council.
This
byelaw provides the legal framework for the transfer to a service provider of
those functions of LloydÕs that are carried out by that part of LloydÕs
currently known as LCO (paragraph 2(1)).
In
addition, it provides for the carrying on by LloydÕs, whether through a
delegate (under paragraph 3(6)) or otherwise, of those services currently
undertaken by LCO. The Council is empowered to direct persons to use the
services of LCO or its delegate or any transferee (paragraph 4), and may impose
conditions and requirements on any use of those services (paragraph 5).
The
byelaw provides for the provision by brokers of claims information and relevant
documents to underwriters of following syndicates (paragraph 6). It also
provides for information to be provided to the Society or any service provider
(paragraphs 6Ð9). The Council may prescribe charges and expenses in connection
with claims services (paragraph 10) and may make regulations, codes of practice
and manuals in relation to claims (paragraph 11).
For the
full text of this byelaw, see Part E, 528
352. Marine
Insurance Certificates Byelaw No. 3 of 2002, 4 September 2002
COMMENCEMENT
This
byelaw came into force on 1 October 2002 and applies to any cover placed on or
after that date.
EXPLANATORY
NOTE
(This note
is not part of the byelaw.)
This
byelaw regulates:
(i) the
issue by LloydÕs of marine insurance certificates and their use by insurance
brokers, coverholders and their clients; and
(ii) the
settlement of claims abroad by LloydÕs settling agents (whether or not the
claims are made under marine insurance certificates). The byelaw specifies
conditions (including liability to indemnify the Society and the underwriting
members concerned) on which LloydÕs brokers, coverholders and related LloydÕs
entities may request the issue of marine insurance certificates by LloydÕs and
the settlement of claims abroad.
The
byelaw replaces (in relation to covers placed at LloydÕs on or after 1 October
2002):
(i) the
former agreement dated 20 September 1982 originally between LloydÕs, the
Institute of London Underwriters, certain underwriting members of LloydÕs and
member companies of the Institute of London Underwriters and certain LloydÕs
brokers governing the issue of marine insurance certificates and settlement of
claims abroad; and
(ii) the
Standing Regulations for the Settlement of Claims Abroad previously in force.
The Council
of LloydÕs in exercise of its powers under section 6(2) of, and paragraphs (4),
(19), (41), and (42) of Schedule 2 to, LloydÕs Act 1982 by special resolution
hereby makes the following byelaw.
PART
AÑINTERPRETATION
1. Interpretation
(1) In
this byelaw, except where the context otherwise requiresÑ
ÒcoverÓ
means:
(a) a
contract of marine insurance; or
(b) a
contract for marine insurances; or
(c) a
binding authority to underwrite contracts of marine insurance or contracts for
marine insurances,
granted by
underwriting members;
Òmarine
insurance certificateÓ means a paper or electronic document in a form approved
by the Council:
(a) which
is issued on behalf of the Society to or for the use of the LloydÕs broker,
related LloydÕs entity, non-LloydÕs broker, shipping agent, forwarding agent,
merchant, coverholder, assured or other person specified by the Society in that
document (the Òcertificate userÓ) as entitled to declare marine insurances by
means of or under a cover; and
(b) by
which the Society certifies, subject to signature or counter-signature by a
certificate user or certificate users specified by the Society in the documents
that the certificate user is entitled to declare marine insurances by means of
or under the cover; and
(c) which
is intended for use as evidence of the acceptance of marine risks on behalf of
underwriting members.
(2) Schedule
1 to this byelaw (interpretation) shall have effect.
PART
BÑMARINE INSURANCE CERTIFICATES
2. Issue
of certificates by Society
(1) Where
the terms of a cover have been deposited with the Society, the Society shall,
on application by or on behalf of a proposed certificate user for the issue of
marine insurance certificates, have the authority of each subscribing
underwriting member to sign and issue marine insurance certificates in
accordance with the terms of the cover:
(a) without
further reference to the managing agent of the underwriting member; and
(b) without
being obliged to investigate further than the terms of the cover deposited with
the Society the circumstances, validity or existence of the cover or purported
cover pursuant to which the marine insurance certificates are to be issued.
(2) The
Society may on application by or on behalf of a LloydÕs broker related LloydÕs
entity or coverholder issue marine insurance certificates to that LloydÕs
broker, related LloydÕs entity or coverholder in anticipation of the grant of
authority by underwriting members to that LloydÕs broker, related LloydÕs
entity or coverholder to declare marine insurances on their behalf
notwithstanding that no such authority may yet have been granted.
(3) The
Society may delegate the authority conferred by sub-paragraph (1) or the
function conferred by sub-paragraph (2) to any person, wholly or in part, on
such terms and conditions as the Council thinks fit, including a power to
sub-delegate.
3. Electronic
certificates
(1) The
Society may maintain, or procure the maintenance by service providers of, one
or more websites for the purpose of producing marine insurance certificates for
use as evidence of the acceptance of marine risks on behalf of underwriting
members.
(2) The
Society may enter into such contracts and arrangements (including the giving of
indemnities and warranties and the limitation of liability on the part of any
person) with service providers or other persons as are necessary or expedient
for the purposes of or in connection with the maintenance of any website or the
provision of electronic certificates.
4. Reproduction
of marine insurance certificates
No
person shall reproduce or make any unauthorised alteration to any marine
insurance certificate without the consent of the Society.
5. Issue
of insurance policies
Where
a marine insurance certificate has been issued under paragraph 2 and has been
signed in accordance with its terms by the certificate user specified in the
certificate the Society:
(a) shall
have authority on behalf of each underwriting member subscribing the cover
concerned, without further reference to the managing agent of that member, to
sign and issue to the bearer of the marine insurance certificate, or to any
agent thereof, an insurance policy on the terms set out in the marine insurance
certificate; and
(b) shall,
if the bearer or his agent so requests, issue on behalf of those underwriting
members an insurance policy in accordance with the terms of the cover deposited
with the Society.
6. Obligations
of LloydÕs brokers, related LloydÕs entities and coverholders
(1) A
LloydÕs broker, a related LloydÕs entity or a coverholder to which a marine
insurance certificate is issued under paragraph 2, or which has been enabled to
download a marine insurance certificate electronically, shall neither:
(a) itself
issue that marine insurance certificate to any other person; nor
(b) permit
any other person to do so; nor
(c) permit
electronic access to, downloading or printing of that marine insurance
certificate by any other person,
unless:
(aa) the contract of
insurance or contract for insurances certified therein to have been effected has
been effected with the underwriting members concerned; and
(bb) the marine
insurance certificate has been completed by the LloydÕs broker, related LloydÕs
entity or coverholder in accordance with its terms.
(2) A
LloydÕs broker or related LloydÕs entity or coverholder to which marine
insurance certificates have been issued under paragraph 2 or which has been
enabled to download marine insurance certificates electronically shallÑ
(a) forthwith
on written demand by the Society:
(i) return
or procure the return to the Society of such marine insurance certificates in
its possession or control as the Society may specify; and
(ii) request
the return to itself for that purpose any such unused marine insurance
certificates in the possession or control of any person to whom it has given
them;
(b) forthwith
on the expiry or cancellation of a cover and without any demand:
(i) return
or procure the return to the Society of any marine insurance certificate in its
possession or control issued by the Society pursuant to that cover; and
(ii) request
the return to itself for that purpose any such unused marine insurance
certificates in the possession or control of any person to whom it has given
them;
(c) forthwith
inform LloydÕs in writing of any cancellation, variation, expiry or non-renewal
of the cover relating to any marine insurance certificate issued by the Society
at its request; and
(d) forthwith
on written demand by the Society:
(i) return
or procure the return to the Society for cancellation, amendment or indorsement
any marine insurance certificate in its possession or control issued to it by
the Society pursuant to a cover which has been subsequently varied; and
(ii) request
the return to itself for that purpose any such unused marine insurance certificates
in the possession or control of any person to whom it has given them.
(3) A
LloydÕs broker or related LloydÕs entity or coverholder shall take all
reasonably practicable precautions to ensure that marine insurance certificates
which have been issued to it are not stolen and are not misused or lost by
itself or by any other person to whom they have been given.
(4) An
authorised user of a website maintained under paragraph 3 shall not permit any
person to obtain unauthorised access to the website or to use the website.
(5) A
LloydÕs broker, a related LloydÕs entity or coverholder to which a marine
insurance certificate has been issued under paragraph 2 shall on demand by the
Society present to LPSO for signing a policy or policies covering the shipments
specified in the marine insurance certificate.
(6) A
LloydÕs broker or a related LloydÕs entity or coverholder to which a marine
insurance certificate has been issued by or on behalf of the Society under
paragraph 2, or a user of a website maintained under paragraph 3, shall, on
written demand by the Society, indemnify the subscribing underwriting members
and the Society against all claims, actions, costs, liabilities or expenses
incurred or paid by the underwriting members or the Society arising directly or
indirectly from any non-compliance of that LloydÕs broker, related LloydÕs
entity or coverholder or website user with any of the provisions of paragraph 4
or 6 applicable to it.
(7) For
the purposes of sub-paragraph (6) a written statement by the Controller of
Agencies of the Society, or any deputy thereof, in any such demand that any sum
stated therein has been paid or incurred shall be conclusive evidence that that
sum was reasonably and properly paid or incurred in consequence of the non-compliance
by that LloydÕs broker, related LloydÕs entity, coverholder or website user
with paragraph 4 or 6, as the case may be.
PART
CÑSETTLEMENT OF CLAIMS ABROAD
7. Settlement
of claims abroad
(1) The
Council may appoint LloydÕs settling agents for the purpose of this byelaw.
(2) Where
the terms of a cover or of a marine insurance certificate provide expressly for
the settlement of claims in accordance with the ÒStanding Regulations for the
Settlement of Claims AbroadÓ, or otherwise provide for the settlement of claims
abroad, Schedule 2 to this byelaw (Standing Regulations for the Settlement of
Claims Abroad) shall apply in relation to any claim presented for settlement
abroad under that cover or marine insurance certificate.
(3) Where
the terms of a cover provide for the settlement of claims in accordance with
ÒStanding Regulations for the Settlement of Claims AbroadÓ, or otherwise
provide for the settlement of claims abroad, without also providing for the
issue of marine insurance certificates:
(a) the
managing agent of the subscribing members shall, before underwriting the cover
on their behalf, consult the LloydÕs Agency Department as to the procedure to
be adopted by LloydÕs settling agents in relation to that cover, including the
form of evidence of insurance that is to be notified to LloydÕs settling agents
as specified by the cover for the purpose of paragraph 3(d) of Schedule 2;
(b) the
LloydÕs broker or related LloydÕs entity or coverholder concerned shall
forthwith after the cover is placed deposit with the LloydÕs Agency Department
a copy of the terms of the cover and shall thereafter notify the LloydÕs Agency
Department in writing forthwith of any variation, cancellation, expiry, renewal
or non-renewal of the cover;
(c) the
LloydÕs broker, or related LloydÕs entity or coverholder concerned shall on
demand by the Society present to LPSO for signing a policy or policies covering
the shipments which are the subject of any claim made under the cover.
(4) Where
the terms of a cover provide for the settlement of claims in accordance with
ÒStanding Regulations for the Settlement of Claims AbroadÓ, or otherwise
provide for the settlement of claims abroad, the LloydÕs broker, related
LloydÕs entity or coverholder concerned shall, on written demand by the
Society, indemnify the subscribing underwriting members and the Society against
all claims, actions, costs, liabilities or expenses incurred or paid by the
underwriting members or the Society arising directly or indirectly from any
non-compliance of that LloydÕs broker, related LloydÕs entity or coverholder
with any of the provisions applicable to it of this paragraph 7 or of Schedule
2 to this byelaw or of any regulations or rules made or conditions imposed or
requirements or procedures prescribed under paragraph 8 of this byelaw for the
settlement of claims abroad by LloydÕs settling agents.
(5) For
the purpose of sub-paragraph (4), a written statement by the Controller of
Agencies of the Society, or any deputy thereof, in any such demand that any sum
stated therein has been paid or incurred shall be conclusive evidence that the
sum was reasonably and properly paid in consequence of the non-compliance by
that LloydÕs broker, related LloydÕs entity or coverholder with such one or
more of the provisions mentioned in sub-paragraph (4) as are referred to in
that statement.
(6) No
managing agent or any delegate thereof shall instruct a LloydÕs settling agent
to adjust, settle or pay claims abroad otherwise than in accordance with
procedures prescribed by the Council for that purpose.
PART
DÑMISCELLANEOUS PROVISIONS
8. Regulations,
rules, conditions and requirements
The
Council may make such regulations or rules, impose such conditions and
prescribe such requirements as it thinks fit:
(a) prescribing
classes of insurance business in relation to which marine insurance
certificates may be issued;
(b) prescribing
the form and content of marine insurance certificates;
(c) prescribing
the manner of application for the issue of marine insurance certificates;
(d) imposing
conditions and prescribing procedures for the adjustment, settlement and
payment of claims abroad by LloydÕs settling agents;
(e) requiring
indemnities to be given by any person for the benefit of the Society or of any
person issuing marine insurance certificates on behalf of the Society; and
(f) generally,
for the issue and use of marine insurance certificates or for the adjustment,
settlement and payment of claims abroad by LloydÕs settling agents.
9. Indemnity
by underwriting members
(1) The
underwriting members subscribing any cover shall on written demand by the
Society indemnify the Society (each pro rata to his subscription) against all
claims, actions, costs, liabilities or expenses arising directly or indirectly
fromÑ
(a) the signing
or issue of any marine insurance certificate by or on behalf of the Society
under paragraph 2;
(b) the
use of any website mentioned under paragraph 3;
(c) the
issue by the Society of any marine insurance policy under paragraph 4 or 7;
(d) the
adjustment, settlement or payment by a LloydÕs settling agent of any claim
abroad, or the giving or arrangement of any guarantee or security under
Schedule 2 to any shipowner,
in relation
to that cover.
(2) A
written statement by the Controller of Agencies of the Society, or any deputy
thereof, in any such demand that any sum stated therein has been paid or
incurred shall be conclusive evidence that that sum was reasonably and properly
paid or incurred in consequence of such one or more of the matters mentioned in
sub-paragraph (1) as is specified in the statement.
10. Fees
(1) An
underwriting member, a LloydÕs broker, a related LloydÕs entity or a
coverholder shall pay such fees as the Council may require to the Society in
relation to the issue or use of insurance certificates or to a LloydÕs settling
agent in relation to the settlement of claims abroad.
(2) For
the purpose of this paragraph the Council may:
(a) determine
the amount of any fees;
(b) determine
the time or times for the payment of any fees;
(c) provide
for the exemption from the payment of or the return of or abatement of any
fees; and
(d) make
different provision for different cases or classes of case.
11. Payment
of sums due under this byelaw
(1) Any
sum payable to the Society under any of the provisions of this byelaw which is
not paid on the due date for payment shall bear interest from the due date
until the date of payment (as well after as before judgment) at the rate
prescribed from time to time as applicable to judgment debts or such other rate
as the Council may from time to time prescribe.
(2) Any
sum payable to the Society under any of the provisions of this byelaw
(including any interest payable under sub-paragraph (1) ):
(a) shall
be paid free and clear from any set-off, counterclaim or deduction on any
account whatsoever; and
(b) shall
be recoverable in any court of competent jurisdiction as a civil debt.
12. Commencement
and application
This
byelaw shall come into force on 1 October 2002 and shall apply in relation to
any cover placed on or after that date.
SCHEDULE 1
Paragraph
1
In
this byelaw, unless the context otherwise requiresÑ
Òbinding
authorityÓ means an agreement between a managing agent and another person under
which the managing agent delegates its authority to enter into contracts of
insurance or contracts for insurance on behalf of a syndicate or syndicates
managed by it to that person in accordance with the terms of the agreement;
ÒcoverholderÓ
means a party to a binding authority to whom a managing agent delegates its
authority to enter into contracts of insurance or contracts for insurance;
Òrelated
LloydÕs entityÓ means a body corporateÑ
(a)
whose main business consists of:
(i) underwriting
insurances on behalf of members of one or more syndicates at LloydÕs; or
(ii) both
underwriting insurances on behalf of members of one or more syndicates at
LloydÕs and the provision of services in respect of insurance business (other
than the broking of such business) underwritten on behalf of members of one or
more syndicates at LloydÕs; and
(b)
in
relation to which there is for the time being a valid subsisting consent
granted by the Council under paragraph 2 of the Related Parties Byelaw (No. 6
of 1986).
SCHEDULE
2ÑSTANDING REGULATIONS FOR THE SETTLEMENT OF CLAIMS ABROAD
Paragraph 7
1. Where
the terms of a cover or of a marine insurance certificate provide for the
settlement of claims in accordance with the ÒStanding Regulations for the
Settlement of Claims AbroadÓ, or otherwise provide for the settlement of claims
abroad, the LloydÕs settling agent at or nearest to the destination specified
in the cover or marine insurance certificate shall have authority on behalf of
every underwriting member subscribing the cover to adjust and settle any claim:
(a) in
accordance with the terms of the insurance policy or marine insurance
certificate (or, where there is no insurance policy or marine insurance
certificate, such other evidence of the insurance as may be specified in the
cover and notified to the LloydÕs settling agent by the LloydÕs Agency
Department); and
(b) subject
to the instructions of the underwriting memberÕs managing agent, or any
delegate thereof.
2. Where
a claim is presented to a LloydÕs settling agent for adjustment, settlement or
payment under or purportedly a cover providing for the settlement of claims
abroad the LloydÕs settling agent shall not be obliged to investigate the
circumstances, validity or existence of the cover or purported cover further
than the terms of the insurance policy or marine insurance certificate or other
evidence of insurance notified by the LloydÕs Agency Department to the LloydÕs
settling agent as specified in the cover.
3. A
LloydÕs settling agent shall have no authority to adjust, settle or make
payment of any claim made by any person other than:
(a) the
bearer of an original insurance policy or original marine insurance
certificate; or
(b) the
bearer of a duplicate original insurance policy;
(c) subject
to the consent of the managing agent concerned or any delegate thereof, in the
absence of an original insurance policy or a duplicate policy signed on behalf
of underwriting members or an original marine insurance certificate a person
who gives sufficient secondary evidence of the insurance policy or the marine
insurance certificate and of his entitlement to claim and gives a satisfactory
indemnity to the subscribing members against claims by other persons under the
insurance policy or marine insurance certificate;
(d) in a
case where the terms of the cover do not provide for the issue of insurance
policies or marine insurance certificates, such other evidence of insurance as
is notified by the LloydÕs Agency Department to the LloydÕs settling agent as
specified in the cover.
4. Where
a claim for general average or salvage or particular or other charges arises in
respect of any property insured by or under a cover which is expressed to be
subject to the ÒStanding Regulations for the Settlement of the Claims AbroadÓ
or otherwise provides for the settlement of claims abroad, the Society shall
have the authority of each underwriting member subscribing that cover to give
or arrange for the giving of a LloydÕs general average bond and guarantee Form
Y.
5. The
underwriting members subscribing the cover concerned shall pay to a LloydÕs
settling agent as remuneration for adjusting and settling any claim under an
insurance policy or marine insurance certificate on which claims are to be
settled abroad such fee as is for the time being prescribed by the Council
under paragraph 10 of the byelaw.
DÑEnforcement
This
heading brings together all those provisions pertaining to possible or actual
breaches of the Registration, Prudential Supervision or Conduct of Business
rules and the remedies/courses of action available to the Society and, in some
cases, members and policyholders, for any breach of these rules. It also sets
out the circumstances under which these remedies can be pursued, together with
the appropriate procedures and the rights afforded to and obligations imposed
on the relevant parties in exercising them.
400.
Inquiries and Investigations Byelaw No. 3 of 1983, 5 January 1983
COMMENCEMENT
This
byelaw commenced on 5 January 1983.
AMENDMENTS
This
byelaw was amended by
Corporate
Members (Consequential Amendments) Byelaw (No. 20 of 1993)
Individual
Registration Byelaw (No. 13 of 1996)
Miscellaneous
Disciplinary Provisions Byelaw (No. 10 of 1998)
Underwriting
Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Intermediary
Amendment Byelaw (No. 10 of 2000)
Annual Subscribers
Byelaw (No. 15 of 2000).
1. The
Council may direct that any inquiry which the Council considers appropriate or
necessary be conducted, including (but without affecting the generality of the
foregoing):Ñ
(a) any
inquiry concerning the suitability, conduct or affairs of any member of the
Society, any syndicate of members of the Society, [[É]] [[[É]]], any
underwriting agent, any director [or manager of any corporate member, any
director], partner or manager of [[É]] [[[É]]] underwriting agent, any annual
subscriber [[[[or]]]] [[, any registered individual]], [[[[É]]]];
(b) any
inquiry into frauds, crimes, malpractices or misconduct as defined in these
byelaws, or circumstances having the appearance of frauds, crimes, malpractices
or such misconduct, practised or attempted or intended to be practised in
connection with the business of insurance at LloydÕs or in any way related
thereto;
and may
direct that such inquiry shall be conducted by such person or persons (whether
members of the Society, accountants, lawyers or other persons whomsoever) as
the Council may think fit.
NOTE
2. Subject
to any direction by the Council, the person or persons appointed to conduct any
such inquiry may conduct the inquiry and determine its procedures as he or they
think fit. 3. (a) If the Council considers it appropriate
or necessary the Council may appoint for the purpose of conducting such an
inquiry an investigating committee consisting of such persons as it may think
fit.
(b) If
the Council appoints an investigating committee, the Council shall draw up
terms of reference for the committee.
(c) Subject
to any direction by the Council, the investigating committee may conduct the
inquiry and determine its procedures as it thinks fit.
(d) The
investigating committee shall submit a written report to the Council on the
matters inquired into, and such report shall (unless the Council otherwise
directs) include:Ñ
(i) a
recommendation as to whether disciplinary proceedings should be brought in
connection with any matter inquired into;
(ii) if
any affirmative recommendation is made, a statement of the opinion of the
investigating committee as to what charge against which person would be
appropriate, and a list of the documents which the investigating committee
consider relevant to such charge.
4. The
Council shall not appoint any individual to conduct or participate in any
inquiry (including any inquiry to be conducted by an investigating committee)
who:Ñ
(a) has,
in the opinion of the Council, any relevant financial interest in any matter to
be inquired into (which may include membership of a syndicate of which any
individual involved in such matter is also a member); or
(b) is a
shareholder, director, officer, partner, agent, employee, spouse or other
relation of any person (other than the Society) involved in any matter to be
inquired into, or who has, in the opinion of the Council, a close connection
with any such person.
5. If
it appears to any person or persons conducting any inquiry (including any
inquiry conducted by an investigating committee) that any member of the
Society, [[É]] [any LloydÕs] broker, any underwriting agent, any director [or
employee of any corporate member, any director], partner or employee of [[É]]
[LloydÕs] broker or underwriting agent, any annual subscriber [[, any
registered individual]], [[[[É]]]] or any other person within LloydÕs
disciplinary jurisdiction]]] has or may have in his or its possession, custody,
power or control any information, documents or other material relating to any
matter to be inquired into or relevant in connection therewith, the person or
persons conducting such inquiry may require him or it (in the case of [a
corporate member which is a body corporate, by a director or officer thereof
and in the case of] [[É]] [a LloydÕs] broker or an underwriting agent, by a
director, partner or officer thereof):Ñ
(a) to
attend before them or their agents;
(b) to
give oral evidence to them or their agents, and answer questions;
(c) to
produce all such information, documents or other material (including
information, documents and other material relating to the affairs of principals
and clients of [[É]] [LloydÕs] brokers, underwriting agents or other persons)
to them or their agents;
(d) to
give them or their agents all reasonable facilities in his or its premises for
the purpose of examining any such documents and other material; and
(e) to
permit them or their agents to copy any such documents or other material in his
or its premises or elsewhere.
NOTE
6. The
Council may, if it is satisfied that the circumstances so justify, require any
person whose affairs, conduct or suitability have been the subject of any
inquiry, to pay or to make a contribution towards any costs incurred in or in
connection with such inquiry. The CouncilÕs determination of those costs shall
be final. 7. Without prejudice to any other provision in these
byelaws, any member of the Society, [[É]] [any LloydÕs] broker, any
underwriting agent, any director [or employee of any corporate member, any director],
partner or employee of a [[É]] [LloydÕs] broker or underwriting agent, any
annual subscriber [[[or]]] [[, any registered individual]] [[[É]]] may at
any time give or produce to the Council any information, documents or other
material relating to frauds, crimes, malpractices or misconduct as defined in
these byelaws or to circumstances having the appearance of frauds, crimes,
malpractices or such misconduct practised or attempted or intended to be
practised in connection with the business of insurance at LloydÕs or in any way
related thereto (including information, documents or other material relating to
the affairs of principals and clients of [[É]] [LloydÕs] brokers, underwriting
agents or other persons).
NOTE
[8. A
person or persons conducting an inquiry shall not require any LloydÕs broker or
any partner, director, officer or employee of a LloydÕs broker to do any of the
things set out in subparagraphs 5(a) to (e) above unless the LloydÕs brokerÕs
name was entered in the register of LloydÕs brokers prior to 3 July 2000 and
either
(a) the
Council directed the inquiry prior to 3 July 2000; or
(b) any
matter being inquired into occurred prior to 3 July 2000;
provided
that nothing in this paragraph shall be construed as prohibiting a person or
persons conducting an inquiry from requiring a LloydÕs broker or a partner,
director, officer or employee of a LloydÕs broker from doing any of the things
set out in subparagraphs 5(a) to (e) in a capacity other than as a LloydÕs
broker, partner, director, officer or employee of a LloydÕs broker.]
NOTE
401.
Miscellaneous Matters Byelaw No. 15 of 1983, 7 February 1983
COMMENCEMENT
This
byelaw commenced on 7 February 1983.
AMENDMENTS
This
byelaw was amended by
Powers of
Charging Byelaw (No. 12 of 1990)
Corporate
Members (Consequential Amendments) Byelaw (No. 20 of 1993)
Miscellaneous
Matters (Amendment No. 2) Byelaw (No. 19 of 1996)
Miscellaneous
Matters (Amendment No. 3) Byelaw (No. 5 of 2000)
Intermediary
Amendment Byelaw (No. 10 of 2000).
For the
full text of this byelaw, see Part E, 503.
402. Issue
of Proceedings By
Council
Byelaw No. 18 of 1983, 6 June 1983
COMMENCEMENT
This
byelaw commenced on 6 June 1983.
AMENDMENTS
This
byelaw was amended by
Corporate
Members (Consequential Amendments) Byelaw (No. 20 of 1993)
Individual
Registration Byelaw (No. 13 of 1996)
Underwriting
Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Miscellaneous
Disciplinary Matters Byelaw (No. 20 of 2000)
Restitution
Orders Byelaw (No. 24 of 2000).
The
Council may, at its sole discretion, issue and pursue legal proceedings or
other proceedings of whatever nature in the name of and on behalf of the
Society in the Courts of any jurisdiction, in arbitration or before any other
tribunal whatsoever against:Ñ
A. any
person who is or has been:Ñ
(a) a
member of the Society;
[[É]]
(b) a
LloydÕs broker;
(c) an
underwriting agent;
(d) a
director [of a corporate member [[É]] a director] or partner of [a corporate
member, [[É]]] a LloydÕs broker or an underwriting agent;
(e) a
person who works for [a corporate member [[É]] a [[É]]] a LloydÕs broker or an
underwriting agent in the capacity of manager;
(f) an
annual subscriber;
(g) an
associate;
(h) a
substitute; [[[É]]]
[(i) a
registered individual;] [[[or
(j) any
person who submits to the disciplinary jurisdiction of the society.]]]
NOTE
B. any
other person whatsoever.
Without
prejudice to the generality of the foregoing, the Council may, in the name of
and on behalf of the Society, at its sole discretion:
(i) seek
injunctions or like relief against any such persons whether to compel
compliance with LloydÕs Acts 1871 to 1982 or any byelaw, regulation or
direction made thereunder or in connection with the protection of LloydÕs
policyholders and any members of the LloydÕs community (as defined in section
14 (2) of LloydÕs Act 1982) or otherwise howsoever in connection with the
management and superintendence of the affairs of the Society or the regulation
and direction of the business of insurance at LloydÕs;
(ii) bring
legal proceedings to recover any fine or costs imposed pursuant to byelaws made
under LloydÕs Acts 1871 to 1982 [or any order made pursuant to the Restitution
Orders Byelaw (No. 24 of 2000, 423)] as a civil debt.
NOTE
403.
Suspension: Supplementary and Consequential Matters Byelaw No. 19 of 1983, 18
July 1983
COMMENCEMENT
This
byelaw commenced on 18 July 1983.
AMENDMENTS
This
byelaw was amended by
Corporate
Members (Consequential Amendments) Byelaw (No. 20 of 1993)
Individual
Registration Byelaw (No. 13 of 1996)
Appeal
Tribunal Byelaw (No. 32 of 1996)
Appeal
Tribunal (Amendment) Byelaw (No. 47 of 1996)
Council
Stage of Disciplinary Proceedings (Amendment) Byelaw (No. 48 of 1996)
Underwriting
Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Intermediary
Amendment Byelaw (No. 10 of 2000)
Annual
Subscribers Byelaw (No. 15 of 2000).
NOTE
1. This
byelaw is supplementary to the byelaws entitled ÒAdministrative SuspensionÓ,
ÒDisciplinary CommitteesÓ, [É] and ÒCouncil Stage of Disciplinary ProceedingsÓ,
and is without prejudice to the generality of the powers contained therein.
NOTE
2. The
powers conferred by this byelaw may be exercised:Ñ
(a) by
the Disciplinary Committee, at the Disciplinary Committee stage of disciplinary
proceedings, where a penalty or sanction involving suspension is imposed by the
Disciplinary Committee;
(b) [É];
NOTE
(c) by
the Council:Ñ
(i) where
a direction of administrative suspension is made; or
(ii) where
any penalty or sanction involving suspension is confirmed or modified by the
Council.
3. In
the case of the suspension of a person as a member of the Society:Ñ
(a) the
Disciplinary Committee [É] or the Council (as the case may be) may, at its sole
discretion, direct that immediately on suspension or at any future date for the
duration of the suspension or for any specified period during the suspension:Ñ
NOTE
(i) the
member cease underwriting, either totally or in part, in all or any syndicates;
and/or
(ii) the
member reduce the level of his underwriting, either totally or in part, in all
or any syndicates; and/or
(iii) the
member be refused access to the Room or to any or any specified other parts of
the premises of the Society for all or any specified purposes; and/or
(iv) the
member shall not sponsor individuals as prospective members of the Society or
as annual subscribers [[[É]]]; and/or
(v) [[[É]]]
(vi) the
member cease to be eligible to serve the Society in any or any specified
capacity; and/or
(vii) the member
shall not exercise his vote as a member of the Society or in any or any
specified capacity in which he serves the Society; and/or
(viii) the member[, if
an individual,] shall not acquire any legal or beneficial interest in any
shares or stock of [a corporate member, [[É]]] a LloydÕs broker or an
underwriting agent, or exercise directly or indirectly any voting rights in
respect of any shares or stock of [a corporate member, [[É]]] a LloydÕs broker
or an underwriting agent, or otherwise control or seek to control directly or
indirectly [a corporate member, [[É]]] a LloydÕs broker or an underwriting
agent; and/or
NOTE
(ix) the
member shall not become a director of [a corporate member or a director of] or
a partner in [[É]] [a LloydÕs] broker or an underwriting agent; and/or
NOTE
(x) the
member shall not work for [a corporate member, [[É]] [a LloydÕs broker or an
underwriting agent as a manager;
NOTE
save
that where there has been a direction of administrative suspension the Council
may, at its sole discretion, make any of the directions specified above at any
time during the currency of the suspension for the duration thereof; and
(b) the
Council may, at its sole discretion, at any time during the currency of the
suspension and for the duration thereof:Ñ
(i) give
such directions as it considers appropriate to the suspended member, any member
of the Society, any officer, agent or employee of the Society, [any [[É]]]
[[[É]]], any underwriting agent, any director [, agent or employee of a
corporate member or any director], partner, agent or employee of [[[É]]] an
underwriting agent in connection with the underwriting business of the
suspended member and the effects of the suspension thereon; and/or
(ii) direct
that the suspended member produce to the Council or to any specified person, or
permit access to the Council or to any specified person to, all or any
particular class of information, documents or other material in the possession,
custody, power or control of the suspended member.
NOTE
4. In
the case of the suspension of a person as an underwriting agent:Ñ
(a) the Disciplinary
Committee [É] or the Council (as the case may be) may, at its sole discretion,
direct that immediately on suspension or at any future date for the duration of
the suspension or for any specified period during the suspension:Ñ
(i) any
permission granted to that underwriting agent to act as a memberÕs agent and/or
managing agent at LloydÕs be suspended either totally or in part; and/or
(ii) the
underwriting agent cease to act as a memberÕs agent for any or any specified
member of a syndicate and/or as managing agent for any or any specified
syndicate at LloydÕs either totally or in part; and/or
(iii) the
underwriting agent cease to be concerned in the management of the affairs of
any or any specified member or syndicate at LloydÕs either totally or in part;
and/or
(iv) the
underwriting agent shall not introduce individuals to the Society with a view
to their becoming members of the Society or nominate or propose members of the
Society as new or proposed members of any or any specified syndicate;
save
that where there has been a direction of administrative suspension the Council
may, at its sole discretion, make any of the directions specified above at any
time during the currency of the suspension for the duration thereof; and
NOTE
(b) the
Council may, at its sole discretion, at any time during the currency of the
suspension and for the duration thereof:Ñ
(i) appoint
and make directions consequent upon the appointment of a substitute agent in
accordance with the byelaw entitled ÒSubstitute AgentsÓ; and/or
(ii) give
such directions as it considers appropriate to the underwriting agent, any
member of the Society, any officer, agent or employee of the Society, [[É]]
[[[É]]], any underwriting agent, any director [, agent or employee of a
corporate member or any director], partner, agent or employee of a [[É]]
[[[É]]] or an underwriting agent in connection with the suspension of the
underwriting agent or to prevent the evasion of such suspension of the
underwriting agent or any director, partner, agent or employee of the
underwriting agent, or for the protection of any LloydÕs policy holder, the
Society, any member of the Society, [[É]] [[[É]]], any underwriting agent or
any other person doing business at LloydÕs; and/or
(iii) direct
that the underwriting agent or any director, partner, agent or employee thereof
produce to the Council or to any specified person, or permit access to the
Council or to any specified person to, all or any particular class of
information, documents or other material in the possession, custody, power or
control of the underwriting agent; and/or
(iv) give
such directions as it considers appropriate for the protection of the interests
of any LloydÕs policy holder, the Society, any member of the Society, any [[É]]
[any LloydÕs] broker, any underwriting agent or any other person doing business
at LloydÕs in relation to all, or any particular class of, bank accounts, funds
or other investments connected with business of insurance at LloydÕs and
maintained, managed or controlled by the underwriting agent whether directly or
indirectly and whether as principal, agent or trustee; and/or
(v) direct
that the underwriting agent or any director, partner, agent or employee thereof
resign as trustee of all or any specified Premium Trust Funds or other trusts
connected with business of insurance at LloydÕs of which the underwriting agent
or the director, partner, agent or employee thereof is a trustee and concur in
the appointment of new trustees acceptable to the Council.
NOTE
5.
[É]
NOTE
6. In
the case of the suspension of a person being:Ñ
(A) a
director [of a corporate member, a director] or partner of [[[É]]] or
underwriting agent;
(B) a
person who works for a [corporate member,] [[É]] [[[É]]] or underwriting agent
as a manager;
(C) an
annual subscriber;
(D) [[[[É]]]];
[(E) a
registered individual;]
(a) the
Disciplinary Committee [É] or the Council (as the case may be) may, at its sole
discretion, direct that immediately on suspension or at any future date for the
duration of the suspension or for any specified period during the suspension:Ñ
(i) the
person concerned be refused access to the Room or to any or any specified other
parts of the premises of the Society for all or any specified purposes; and/or
(ii) the
person concerned cease to be involved or interested, whether directly or
indirectly, in the management of the affairs of, or any business conducted by,
any or any specified member or syndicate at LloydÕs either totally or in part;
and/or
(iii) the
person concerned cease to be involved or interested, whether directly or
indirectly, in the broking of any insurance business or any class thereof at
LloydÕs either totally or in part; and/or
(iv) the
person concerned cease to be involved or interested, whether directly or indirectly,
in the management or conduct of the business of a [corporate member, [[[É]]]]
[[É]] or an underwriting agent (as the case might be) either totally or in
part; and/or
(v) the
person concerned shall not acquire any legal or beneficial interest in any
shares or stock of a [corporate member, [[[É]]]] [[É]] or an underwriting
agent, or exercise directly or indirectly any voting rights in respect of any
shares or stock of a [corporate member, [[[É]]]] [[É]] or an underwriting
agent, or otherwise control or seek to control directly or indirectly a
[corporate member, [[[É]]]] [[É]] or an underwriting agent; and/or
(vi) the
person concerned shall not become a director of [a corporate member, a director
of] or a partner in [[[É]]] or an underwriting agent; and/or
(vii) the person
concerned shall not work for [a corporate member, [[[É]]]] [[É]] or an
underwriting agent as a manager; and/or
(viii) the person
concerned shall have no substitute;
save
that where there has been a direction of administrative suspension the Council
may, at its sole discretion, make any of the directions specified above at any
time during the currency of the suspension for the duration thereof; and
NOTE
(b) the
Council may, at its sole discretion, at any time during the currency of the
suspension and for the duration thereof:Ñ
(i) give
such directions as it considers appropriate to the person concerned, any member
of the Society, any officer, agent or employee of the Society, [[É]] [[[É]]],
any underwriting agent, any director, partner, agent or employee of [[É]]
[[[É]]] or an underwriting agent, any annual subscriber, [[[[É]]]] in
connection with the suspension or to prevent the evasion of such suspension by
the person concerned or for the protection of any LloydÕs policy holder, the
Society, any member of the Society, [[É]] [[[É]]], any underwriting agent or
any other person doing business at LloydÕs; and/or
(ii) direct
that [[É]] [[[É]]] or underwriting agent of which the person concerned is a
director, partner, agent or employee cause the person concerned to cease to be
involved or interested in the management or conduct of the business of [[É]]
[[[É]]] or underwriting agent (as the case might be) either totally or in part;
and/or
(iii) direct
that the person concerned produce to the Council or to any specified person, or
permit access to the Council or to any specified person to, all or any
particular class of information, documents or other materials in the
possession, custody, power or control of the person concerned; and/or
(iv) give
such directions as it considers appropriate for the protection of the interests
of any LloydÕs policy holder, the Society, any member of the Society, [[É]]
[[[É]]], any underwriting agent or any other person doing business at LloydÕs
in relation to all, or any particular class of, bank accounts, funds or other
investments connected with business of insurance at LloydÕs and maintained,
managed or controlled by the person concerned whether directly or indirectly
and whether as principal, agent or trustee; and/or
(v) direct
that the person concerned resign as trustee of all or any specified trusts
connected with business of insurance at LloydÕs of which the person concerned
is a trustee and concur in the appointment of new trustees acceptable to the
Council.
NOTE
7. If
pursuant to these byelaws:Ñ
(a) a
direction of administrative suspension, or
(b) any
penalty or sanction involving suspension
is revoked
or otherwise terminates, the Council may, at its sole discretion, take such
actions and make such directions as it considers appropriate to revoke any
direction or appointment made under this byelaw consequent upon the suspension,
and make such further directions consequent upon the revocation or other
termination as it considers appropriate. 8. [É].
NOTE
404.
Disclosure By Direction Byelaw No. 21 of 1983, 18 July 1983
COMMENCEMENT
This
byelaw commenced on 18 July 1983.
AMENDMENT
This
byelaw was amended by
Corporate
Members (Consequential Amendments) Byelaw (No. 20 of 1993)
Underwriting
Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Intermediary
Amendment Byelaw (No. 10 of 2000).
1. The
Council may by notice, in writing, at any time direct an underwriting agent to
disclose, within such time as the Council may prescribe, to any members of the
Society or any other specified persons such information in any way relating to
the business at LloydÕs of that underwriting agent, and the conduct or intended
conduct of that business, as the Council shall have determined should be disclosed
in the interests of any members of the Society or the Society or LloydÕs
policyholders. Provided that if the underwriting agent objects to the direction
it shall within 24 hours of service of the said notice state in writing to the
Council the grounds of its objection. Upon receipt of such written statement,
the Council shall consider the same and may make such further directions as it
considers appropriate. [É]
NOTE [2A. [É]]
NOTE
3. Any
underwriting agent [[É]] [[[which]]] is directed by the Council in accordance
with [[[paragraph 1]]] above shall, not later than 48 hours before the expiry
of the time prescribed for making such disclosure, produce to the Council the
document by which disclosure is proposed to be made in compliance with the
direction. If the Council is of the opinion that the document does not make
adequate disclosure having regard to the direction made the Council may make
such further directions as it considers appropriate.
NOTE
405. The
Underwriting Agents Byelaw No. 4 of 1984, 14 May 1984
COMMENCEMENT
This
byelaw commenced on 14 May 1984.
AMENDMENTS
This
byelaw was amended by
Underwriting
Agents (Amendment) Byelaw (No. 8 of 1987)
Underwriting
Agents (Amendment No. 2) Byelaw (No. 4 of 1988)
LloydÕs
Market Certificate Byelaw (No. 6 of 1989)
Underwriting
Agents (Amendment No. 3) Byelaw (No. 9 of 1989)
Underwriting
Agents (Amendment No. 4) Byelaw (No. 14 of 1989)
Underwriting
Agents (Amendment No. 5) Byelaw (No. 18 of 1989)
Underwriting
Agents (Amendment No. 6) Byelaw (No. 4 of 1990)
Miscellaneous
Administrative Provisions (No. 2) Byelaw (No. 1 of 1993)
Underwriting
Agents (Amendment No. 7) Byelaw of 1993 (No. 7 of 1993)
Annual
Subscribers, Associates, Substitutes and Others Byelaw (No. 8 of 1993)
Information
and Confidentiality Byelaw (No. 21 of 1993)
Underwriting
AgentsÕ Qualifications (Miscellaneous Amendments) Byelaw (No. 32 of 1993)
Transitional
and Conversion Arrangements (Corporate Member) Byelaw (No. 9 of 1994)
Underwriting
Agents (Amendment No. 8) Byelaw (No. 13 of 1994)
CompaniesÕ
Accounts (Miscellaneous Amendments) Byelaw (No. 15 of 1994)
Syndicate
Accounting Byelaw (No. 18 of 1994)
Underwriting
Agents (Amendment No. 9) Byelaw (No. 3 of 1995)
Underwriting
Agents (Amendment No. 10) Byelaw (No. 8 of 1995)
Underwriting
Agents (Amendment No. 11) Byelaw (No. 15 of 1995)
Appeal
Tribunal Byelaw (No. 18 of 1995)
Underwriting
Agents (Amendment No. 12) Byelaw (No. 5 of 1996)
Conversion
and Related Arrangements Byelaw (No. 22 of 1996)
Underwriting
Agents (Amendment No. 13) Byelaw (No. 36 of 1996)
Underwriting
Agents (Amendment No. 14) Byelaw (No. 20 of 1997)
Captive
Corporate Members Byelaw (No. 19 of 1998)
Premiums
Trust Fund and Regulating Trustee Byelaw (No. 22 of 1998)
Training
and Development Byelaw (No. 23 of 1998)
Proportional
Reinsurance Syndicates Byelaw (No. 9 of 1999)
Underwriting
Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Revocation
Byelaw (No. 16 of 1999)
LloydÕs
Policy Signing Office Byelaw (No. 11 of 2000)
Annual
Subscribers Byelaw (No. 15 of 2000)
LloydÕs
Brokers Byelaw (No. 17 of 2000)
Underwriting
Agents (Amendment No. 17) Byelaw (No. 2 of 2001).
For the
full text of this byelaw, see Part A, 101.
406. The
Review Powers Byelaw No. 5 of 1986, 13 October 1986
COMMENCEMENT
This
byelaw commenced on 14 October 1986.
AMENDMENTS
This
byelaw was amended by
Central
Fund (Amendment No. 2) Byelaw (No. 9 of 1988, 1 December 1988)
Miscellaneous
Administrative Provisions (No. 2) Byelaw (No. 1 of 1993)
Corporate
Members (Consequential Amendments) Byelaw (No. 20 of 1993)
Individual
Registration Byelaw (No. 13 of 1996)
Review
Powers (Amendment No. 4) Byelaw (No. 12 of 1996)
Underwriting
Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Intermediary
Amendment Byelaw (No. 10 of 2000).
NOTE
Umbrella
arrangements
Byelaw No.
6 of 1988 (paragraph 25) states that this byelaw shall, in relation to
insurance broking business transacted under as in connection with a registered
umbrella arrangement, apply to the non-LloydÕs broker concerned and to its
directors, partners, officers or employees as it applies to a LloydÕs broker
and to a LloydÕs brokerÕs directors, partners, officers or employees with
effect from 1 August 1988.
EXPLANATORY
NOTE
(This
is not part of the byelaw.)
This
byelaw provides for the review of the affairs of LloydÕs brokers and
underwriting agents at the order of [the Director, Regulatory Services of the
Society] or of any person appointed by him to act in his absence. It confers
specific powers for the purposes of carrying out such reviews.
The Council
of LloydÕs in exercise of its powers under Section 6(2) and paragraph (21) of
schedule 2 of the LloydÕs Act 1982 by special resolution hereby makes the
following byelaw.
1.
Interpretation
In
this byelaw Òauthorised personÓ means the [Director, Regulatory Services of the
Society] and such other person as he may from time to time appoint [É].
NOTE
2. Power to
order review
(1) [An
authorised person may order a review of the affairs or any aspect of the
affairs of any [[É]] underwriting agent or licensed run-off company including
but not limited to a review for the purpose of monitoring compliance by any
[[É]] underwriting agent or licensed run-off company or the ability of any
[[É]] underwriting agent or licensed run-off company to comply with LloydÕs Act
1871 to 1982 and the byelaws and regulations made thereunder or codes of
practice issued by the Council or Committee.]
NOTE
(2) Any
review ordered pursuant to this byelaw may be conducted by such person as may
from time to time be nominated by an authorised person.
3. Powers
for the conduct of reviews
(1) Subject
to paragraph 4, for the purposes of a review pursuant to this byelaw an
authorised person or a person nominated pursuant to paragraph 2(2) may by
reasonable notice given in writing require any [[[É]]] [[[[É]]]] underwriting
agent or any director, partner, officer [[, registered individual]] or
employee thereof;
(a) to
attend before him or such other person as may be nominated under paragraph 2(2)
at such time and such place as may be specified;
(b) to
answer questions or otherwise furnish information (including information
relating to the affairs of its principals and clients) to him or to such other
person as may be nominated under paragraph 2(2);
(c) to
produce or give to him or such other person as may be nominated under paragraph
2(2) all such documents or other material in its possession, custody or power
(including documents and other material relating to the affairs of its
principals and clients) as the authorised person or any person so nominated may
reasonably require for the purposes of the review.
NOTE
(2) Where
by virtue of sub-paragraph (1) an authorised person or any person nominated
pursuant to paragraph 2(2) requires the production of documents or other
material, the authorised person or any person so nominated may require the
[[[É]]] [[[[É]]]] underwriting agent, [[[[É]]]]:
(a) to
give to him or to any person so nominated all reasonable facilities in its
premises for the purpose of examining any such documents or other material;
(b) to
permit him or any person so nominated to copy or take extracts from them on the
premises or elsewhere;
(c) by a
director, partner, officer [[, registered individual]] or employee thereof, to
provide an explanation of them and if any of such documents or materials are
not produced, to state, to the best of his knowledge and belief, where such
documents or other material are.
NOTE
4. Exercise
of powers without prior notice
An
authorised person may where it appears to him expedient direct that any power
conferred by paragraph 3 be exercised without prior notice.
5.
Commencement
This
byelaw shall come into force on 14th October, 1986.
407.
Administrative Suspension Byelaw
No. 7 of 1987, 3 June 1987
COMMENCEMENT
This
byelaw commenced on 4 June 1987.
AMENDMENTS
This
byelaw was amended by
Solvency
and Reporting Byelaw (No. 13 of 1990)
Administrative
Suspension (Amendment) Byelaw (No. 9 of 1992)
Corporate
Members (Consequential Amendments) Byelaw (No. 20 of 1993)
Individual
Registration Byelaw (No. 13 of 1996)
Administrative
Suspension (Amendment No. 2) Byelaw (No. 29 of 1997)
Solvency
and Reporting (Amendment No. 8) Byelaw (No. 33 of 1997)
Underwriting
Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Intermediary
Amendment Byelaw (No. 10 of 2000)
Annual
Subscribers Byelaw (No. 15 of 2000)
Administrative
Suspension (Amendment No. 3) Byelaw (No. 21 of 2000)
Administrative
Suspension (Amendment No. 4) Byelaw (No. 1 of 2001)
Amendment
Byelaw (No. 9 of 2001).
[EXPLANATORY
NOTE
(This
note is not part of the byelaw.)
(1) This
byelaw replaces the Administrative Suspension Byelaw (No. 2 of 1983).
Amendments were made by byelaws No. 13 of 1990 and No. 9 of 1992.
(2) The
Investigations Committee is empowered to make a direction of administrative
suspension when in its view the exercise of such power is necessary in order to
prevent, minimise or reduce the risk of serious damage being caused to LloydÕs
policyholders, the Society, members of the Society, LloydÕs brokers,
underwriting agents or others conducting business at LloydÕs.
(3) Further,
the byelaw provides that where a Name fails to pass the LloydÕs annual solvency
test or to fund a currency shortfall as defined in the Solvency and Reporting
Byelaw (No. 13 of 1990), without recourse to the assets held in LloydÕs Central
Fund or other funds or property of the Society, a notice may be sent to the
Name concerned informing him that if he fails to clear his shortfall within 28
days of service of the notice upon him, he is liable to be suspended.
(4) The
byelaw entitles a person subject to a direction of administrative suspension
made by the Investigations Committee, to make written and oral representations
in accordance with the terms of the byelaw. Any representations so made will be
heard by the Administrative Suspension Committee. The byelaw, as amended, no
longer confers any right on a member to make written and oral representations
to the Administrative Suspension Committee regarding his suspension or proposed
suspension for failing to extinguish his solvency shortfall or currency
shortfall.]
NOTE
The Council
of LloydÕs in exercise of its powers under Section 6(2) and paragraph (26) of
schedule 2 of the LloydÕs Act 1982 by special resolution hereby makes the
following byelaw.
1.
Interpretation
The
provisions of Schedule 1 to this byelaw (Interpretation) shall have effect.
2.
Suspension by Investigations Committee
[2A Save
where paragraph 6 below applies, the Investigations Committee may make a
direction of administrative suspension on such terms and subject to such
conditions as it may specify when in its opinion [[it is necessary or desirable
in the interests of the Society, its members or policy-holders.]]
2AA Upon
a finding of misconduct by a Disciplinary Tribunal and prior to the final
determination of the relevant disciplinary proceedings, the Investigations
Committee may make a direction of administrative suspension pursuant to
paragraph 2A above. Any finding of misconduct by a Disciplinary Tribunal shall
for the purposes of such a direction and any subsequent direction or finding by
the Administrative Suspension Committee be conclusive evidence of that
misconduct.
2AAA The
Investigations Committee may, in furtherance of any direction of administrative
suspension pursuant to paragraph 2AA above, withhold publication of such a
direction in its absolute discretion.]
NOTE
3. Notice
by Investigations Committee
Save
as provided in paragraph 5 below, before the Investigations Committee exercises
its power of suspension pursuant to paragraph 2 above:Ñ
(a) the
Investigations Committee shall notify the person liable to suspension of the
reasons why the exercise of such power is being considered and give details of
the terms and any conditions of the proposed suspension;
(b) the
person liable to suspension shall be permitted within 28 days of the date of
service of the notice to make written representations to the Administrative
Suspension Committee as to the proposed suspension and the terms and any
conditions thereof; and
(c) if at
the time of making written representations such person requests the opportunity
to make oral representations, he shall be permitted to do so thereafter within
such reasonable period as the Administrative Suspension Committee may
determine.
4.
Commencement of Suspension
Save
where representations are made to the Administrative Suspension Committee
pursuant to paragraph 3 above a direction of administrative suspension made
pursuant to paragraph 2 above shall take effect at the expiry of the 28 day
period referred to in sub-paragraph 3(b).
5.
Immediate Exercise of Power by Investigations Committee
The
Investigations Committee may, where it considers it necessary to do so,
exercise immediately its power of suspension pursuant to paragraph 2 above,
without the procedures specified in paragraph 3 above being followed but in any
such case:Ñ
(a) the
Investigations Committee shall as soon as possible notify the person suspended
of the terms and any conditions of the suspension, and the reasons why such
power has been exercised;
(b) the
person suspended shall be permitted within 14 days from the date of service of
the notice to make written representations to the Administrative Suspension
Committee as to the suspension and the terms and any conditions thereof; and
(c) if at
the time of making written representations such person requests the opportunity
to make oral representations, he shall be permitted to do so thereafter within
such reasonable period as the Administrative Suspension Committee may
determine.
[6.
Suspension for failure to pass solvency tests
(a) Where
a member of the Society fails to extinguish any solvency shortfall or currency
shortfall which he may have by making available sufficient eligible assets to
cover his relevant liabilities [[and [[[memberÕs margin]]] ]] by the date
and in the manner prescribed by the Council pursuant to paragraph 8(a) of the
Solvency and Reporting Byelaw (No. 13 of 1990, 204), the Council may serve on
him a notice informing him that if he has not made such assets available in
such manner within 28 days of service of the notice upon him, he shall be
liable to be suspended from underwriting insurance business at LloydÕs as a
principal with effect from the date specified in the notice (being a date not
less than 28 days after service of the notice upon the member).
(b) If
after the expiry of 28 days from the date of service of the notice referred to
in sub-paragraph (a) above a member has not made available sufficient eligible
assets to cover his relevant liabilities [[and [[[memberÕs margin]]] ]] in
the manner prescribed by the Council, the Council may make a direction of
administrative suspension on such terms and subject to such conditions as it
may specify to take effect from the date specified in the notice.
(c) If a
member at any time after the date on which his suspension takes effect makes
available sufficient eligible assets to cover his relevant liabilities [[and
[[[memberÕs margin]]] ]] in the manner prescribed by the Council, he shall
notwithstanding remain suspended until the date specified in any requirements
made by the Council under paragraph 9 of the Membership Byelaw (No. 9 of 1984)
or otherwise on which he is eligible to recommence underwriting insurance
business at LloydÕs as a principal.]
NOTE
The
words in double square brackets were inserted with effect from 1 January 1998
by byelaw No. 33 of 1997. The words in triple square brackets were substituted
on 5 December 2001 by byelaw No. 9 of 2001.
7. Request
for Revocation or Amendment of Suspension
[Where
there is a material change in the relevant circumstances of any person subject
to a direction of administrative suspension made under paragraph 2 above after
the date on which the suspension takes effect, he may at any time make written
representations to the Administrative Suspension Committee requesting the
revocation of, or amendment of the terms or conditions of, the suspension,
specifying the material change in the relevant circumstances and, if he wishes
to make oral representations, advising of his intention to do so.] Such person
may thereafter make oral representations to the Administrative Suspension
Committee within such reasonable period as the Administrative Suspension
Committee may determine.
NOTE
8.
Consideration of Representations
(a)
Where representations are made to the Administrative Suspension Committee
pursuant to this byelaw, that Committee shall consider them and
(i) in
cases under [paragraph 3] above decide whether the proposed suspension shall
not take effect or shall take effect or the terms or conditions thereof be
amended as that Committee may consider appropriate from such date as it may
specify,
(ii) in
cases under paragraphs 5 or 7 above decide whether the suspension is to be
continued in force or is to be revoked or the terms or conditions thereof amended
as that Committee may consider appropriate from such date as it may specify.
NOTE
(b)
The Administrative Suspension Committee shall communicate its decision to the
person concerned as soon as possible.
9. Period
of Suspension
(a)
This paragraph does not apply to a suspension pursuant to paragraph 6 above.
(b)
A direction of administrative suspension shall not be for a period exceeding
six months: Provided that the Investigations Committee or the Administrative
Suspension Committee, as the case may be, may in accordance with the provisions
of this byelaw make further directions of administrative suspension to commence
from the date of expiry of any previous direction.
10.
Inquiries
If
an inquiry is ordered pursuant to the Inquiries and Investigations Byelaw (No.
3 of 1983, 400) to inquire into matters connected with an administrative
suspension or the reasons for such suspension, once the inquiry is concluded
the Investigations Committee shall decide whether to revoke, amend or continue
in force the direction therefor, and the provisions of paragraphs 3, 4, 5 and 8
above shall apply as appropriate.
11.
Disciplinary Proceedings
If
disciplinary proceedings are commenced pursuant to the Disciplinary Committees
Byelaw (No. 6 of 1983) with respect to a person who is subject to a direction
of administrative suspension, once the disciplinary proceedings are finally
concluded such direction shall terminate but without prejudice to such
suspension as may be imposed on that person as a result of those disciplinary
proceedings.
12. Posting
of Notice
Upon
a person being suspended or a suspension being continued or revoked or the
terms or conditions thereof being amended a Notice shall be posted in the Room
[[É]]. Such Notice shall contain such particulars [Council, the] as the
Investigations Committee or the Administrative Suspension Committee as the case
may be shall determine.
NOTE
13.
Exercise of Other Powers
A
suspension under this byelaw shall be without prejudice to the exercise of any
other power or function under LloydÕs Acts 1871 to 1982 or any byelaw or
regulation made thereunder.
14.
Suspension: Supplementary and Consequential Matters
The
Suspension: Supplementary and Consequential Matters Byelaw (No. 19 of 1983,
403) shall have effect as if references therein to the byelaw entitled
ÒAdministrative SuspensionÓ were to this byelaw.
15.
Revocation of Byelaw
The
Administrative Suspension Byelaw (No. 2 of 1983), as amended, is hereby
revoked.
16.
Commencement
This
byelaw shall come into force on 4th June 1987.
Schedule 1.
Interpretation
In
this byelaw, the following expressions have the following meanings:Ñ
ÒAdministrative
Suspension CommitteeÓ means the Administrative Suspension Committee of the
Council.
[Òcurrency
shortfallÓ has the meaning given in paragraph 1 of Schedule 1 to the Solvency
and Reporting Byelaw (No. 13 of 1990, 204).]
NOTE
Òdirection
of administrative suspensionÓ means a direction which has the effect of
suspending any of the following from transacting, or being concerned or
interested in the transaction of, the business of insurance at LloydÕs or any
class or classes of such business, either totally or in part:Ñ
(a) a
member of the Society;
[[É]]
[[[É]]]
(c) an
underwriting agent;
(d) a
director [of a corporate member or a director] or partner of a [[É]] [[[É]]] or
an underwriting agent;
(e) a
person who works as a manager for [a corporate member
[[É]]]
[[[É]]] an underwriting agent;
(f) an
annual subscriber;
(g) [[[[É]]]]
[[(h) a registered
individual.]] [[[[;
(i) any
person who submits to the discplinary jurisdiction of the Society.]]]]
[Òeligible
assetsÓ has the meaning given in paragraph 1 of Schedule 1 to the Solvency and
Reporting Byelaw (No. 13 of 1990, 204).]
NOTE
ÒInvestigations
CommitteeÓ means the Investigations Committee of the Council [; and
Òrelevant
liabilitiesÓ has the meaning given in paragraph 1 of Schedule 1 to the Solvency
and Reporting Byelaw (No. 13 of 1990, 204).
Òsolvency
shortfallÓ has the meaning given in paragraph 1 of Schedule 1 to the Solvency
and Reporting Byelaw (No. 13 of 1990, 204).]
NOTE
408. The
MembersÕ Ombudsman Byelaw
No. 13 of
1987, 2 December 1987
COMMENCEMENT
This
byelaw commenced on 2 December 1987, the first Ombudsman taking office from 1
January 1988.
AMENDMENTS
This
byelaw was amended by
MembersÕ
Ombudsman (Amendment) Byelaw (No. 3 of 1989)
Miscellaneous
Administrative Provisions Byelaw (No. 5 of 1992)
Miscellaneous
Administrative Provisions (No. 2) Byelaw (No. 1 of 1993)
Corporate
Members (Consequential Amendments) Byelaw (No. 20 of 1993)
MembersÕ
Ombudsman (Amendment No. 2) Byelaw (No. 3 of 1994)
Syndicate
Accounting Byelaw (No. 18 of 1994)
Individual
Registration Byelaw (No. 13 of 1996)
Underwriting
Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Annual Subscribers
Byelaw (No. 15 of 2000)
Amendment
Byelaw (No. 9 of 2001).
EXPLANATORY
NOTE
(This note
is not part of the byelaw.)
This
byelaw establishes the office of the MembersÕ Ombudsman.
The
Council must appoint by special resolution an Ombudsman from two or more
candidates put forward by the nominated members of the Council. He may hold
office for a renewable term of up to five years. His duty is to receive written
complaints from individual members of the Society in relation to any action
taken by or on behalf of the Society (which includes the Council, the
Committee, their sub-committees and the Corporation). If the complainant
alleges he has suffered injustice in consequence of maladministration in
respect of the action complained of, the Ombudsman may, subject to certain
exceptions set out in the byelaw, investigate the complaint.
The
Ombudsman conducts his investigations in private and, if he considers the
complaint justified, may make appropriate recommendations. These may include a
recommendation that ex gratia payments be made.
He
must report to the Council and the complainant on the outcome of each complaint
made to him. In addition, he must make a written annual report on his
activities to the Council.
The Council
of LloydÕs in exercise of its powers under section 6(2) of the LloydÕs Act 1982
by special resolution hereby makes the following byelaw.
1.
Interpretation
The
provisions of Schedule 1 to this byelaw shall have effect.
2.
Appointment of Ombudsman
(1) The
Council shall appoint by special resolution in accordance with the provisions
of this paragraph an individual as Ombudsman.
(2) The
nominated members of the Council shall submit to the Council the names of [a
candidate or candidates] for appointment as Ombudsman provided that no person
who is a member of the Society or an underwriting agent, or a director [or an
employee of a corporate member, or a director], partner or employee of a [[É]]
[LloydÕs] broker or underwriting agent, or an annual subscriber [[or a
registered individual]] [[[É]]] or a member of the Council or a member of the
Disciplinary Committees or the Appeal Tribunal or an employee, officer or agent
of the Society, or a person connected to any such individual shall be eligible
for appointment as Ombudsman.
NOTE
3. Term of
Office
The
Ombudsman shall hold office for such period (not exceeding five years) and on
such terms as to remuneration, expenses and conditions of service as the
Council may by special resolution from time to time determine. The person
holding the office of Ombudsman may be reappointed at the expiry of a period of
office.
4.
Provision of support services
The
Council shall provide from time to time at the request of the Ombudsman such
premises, staff and equipment as he may reasonably require.
5. Deputy
(1) If
the Ombudsman is indisposed or otherwise prevented from carrying out his duties
the Council may by special resolution appoint an individual eligible for
appointment as Ombudsman to act as deputy for the Ombudsman for such period of
time and on such terms and conditions as the Council shall by special
resolution determine.
(2) While
such deputy holds office, this byelaw, except paragraph 3, shall apply to him
as if he were the Ombudsman.
6.
Resignation and removal from office
The
Ombudsman shall vacate his office before his period of office expires only if:
(a) he
resigns by notice in writing to the Council, or
(b) the
Council resolves by special resolution to remove him from office and gives to
him written notice of such resolution.
7. Powers
and duties of the Ombudsman
[(1) The
Ombudsman shall, in relation to any action taken by or on behalf of the
Society, receive any complaint (which shall be in writing) from any member of
the Society [[or from anyÑ
(a) individual
who was at any time after 30 November 2001 but is no longer a member of the
Society;
(b) person
or Scottish limited partnership which was at any time after 30 November 2001
but no longer is a quasi-individual member]].]
NOTE
(2) Any
member [or former member] of the society [referred to in sub-paragraph (1)]
having a complaint of the nature referred to in sub-paragraph (1) may approach
the Ombudsman directly in relation to that complaint.
NOTE
(3) Subject
to paragraph 8, where the complainant alleges that he has suffered injustice in
consequence of maladministration in connection with the action as mentioned in
sub-paragraph (1), the Ombudsman may at his discretion investigate the
complaint.
(4) Where
the complainant makes no allegation that he has suffered injustice in consequence
of maladministration, the Ombudsman shall not investigate the complaint but
shall refer it to the Chairman of the [LloydÕs Regulatory Board] and shall
inform the complainant accordingly.
NOTE
(5) The
Ombudsman may appoint (on such terms as to remuneration and otherwise as he
shall think fit but which shall include a term as to confidentiality) any other
person who in his view is suitably qualified to assist him in his
investigation.
(6)
Where the Ombudsman conducts an investigation, he shall give notice of the
complaint and his investigation to the [Director, Regulatory Services of the
Society] and to any person to whom the complaint relates and shall afford to
the [Director, Regulatory Services of the Society] and such other person an
opportunity to comment on the complaint.
NOTE
(7)
The Ombudsman shall conduct every investigation pursuant to this byelaw in
private and, subject to sub-paragraph (8) or the order of any competent
authority or court of competent jurisdiction, neither the Ombudsman nor any of
his staff shall disclose (whether in any report to the Council pursuant to
sub-paragraph (9) or his annual report pursuant to paragraph 13 or otherwise)
to any person any information concerning a complaint investigated by him from
which it would or might be possible to identify the complainant or any
information of a confidential nature which he has obtained in the course of his
investigation.
(8)
Sub-paragraph (7) shall not prohibit the disclosure of information on such
terms as to confidentiality as the Ombudsman shall think fit to the complainant
or the Society as the case may be; or to any employee, consultant, adviser or
agent of the Ombudsman to the extent that such information is reasonably
required by that person for the purpose of performing his duties to the
Ombudsman.
(9)
The Ombudsman shall facilitate the satisfaction, settlement or withdrawal of
any complaint by making recommendations (which may include a recommendation
that ex gratia payments of money be made) or representations to any person
named in the complaint or to the Society or by such other means as seem
appropriate. The Ombudsman shall report to the Council and to the complainant
the outcome of the complaint. The Ombudsman may also make to the Council such
representations or recommendations on matters of general importance which come
to his attention as he shall think fit.
8.
Limitation on power to investigate certain complaints
(1)
The Ombudsman shall not investigate a complaint:
(a) if
the complaint has previously been referred to him provided that he may
investigate the complaint if he is satisfied that evidence is now available in
relation to the complaint which was not available when he previously considered
the complaint;
(b) unless
he thinks there is good reason to do so, if the action complained of occurred
more than two years before the complainant first made the complaint in writing
to him;
(c) where
any party to the complaint has instituted proceedings in any court of competent
jurisdiction or has made reference to arbitration in relation to the complaint
unless the proceedings have been discontinued or the reference to arbitration
withdrawn prior to final judgment or award;
(2)
The Ombudsman shall not investigate a complaint about any action:Ð
(a) in respect
of which the complainant has a right of appeal to the Appeal Tribunal provided
that he may investigate a complaint where the complainant had (but no longer
has) such a right of appeal if he is satisfied that in the particular
circumstances it was reasonable for the complainant not to have exercised such
a right of appeal, or
(b) which
has been the subject of a decision by the Appeal Tribunal.
(3)
The Ombudsman shall not investigate any complaint about action taken by or on
behalf of:Ñ
(a) a
LloydÕs disciplinary committee; or
(b) the
Appeal Tribunal; or
(c) a
LloydÕs agent appointed pursuant to Byelaw No. 15 of 1983 (Miscellaneous
Matters, 115); or
(d) any
subsidiary company of the Society listed in Schedule 2 to this byelaw; or
(e) any
officer, employee or agent of any subsidiary company of the Society listed in
Schedule 2.
The
Council may from time to time by special resolution amend the list of the
subsidiary companies of the Society in Schedule 2 provided that any subsidiary
company of the Society whose day to day management is subject to the SocietyÕs
supervision shall not be included in such list.
(4)
The Ombudsman shall not investigate any complaint about the institution or the
conduct of any disciplinary proceedings [ . . . ] before a LloydÕs disciplinary
committee or before the Appeal Tribunal.
NOTE
9. Power to
decline to investigate complaints
(1)
The Ombudsman may decline to investigate a complaint if he considers that by
reason of the subject matter of the complaint it is more appropriate that such
complaint should be determined by a court of competent jurisdiction or by
arbitration.
(2)
The Ombudsman may, if he in his discretion thinks fit, decline to investigate a
complaint which relates to action taken by a person other than the Society.
10.
Procedure
Subject
to the other provisions of this byelaw the Ombudsman shall in his discretion
decide the procedure to be adopted in considering complaints, in conducting
investigations, and in making recommendations or representations.
11.
Evidence
The
Ombudsman shall not be bound by any legal rule of evidence in considering
complaints or conducting investigations and he shall not be bound by any
previous decision made by him or any predecessor in office.
12. Powers
to obtain information
The
Ombudsman may require the Society to provide, within a reasonable period of
time and upon such terms as to confidentiality as he shall think fit, any
information or documents (including but not restricted to any minutes of the
Council, the Committee, any committee or sub-committee appointed by the Council
or the Committee) relating to the subject matter of a complaint.
13. Annual
report
The
Ombudsman shall make a written annual report to the Council describing the
principal findings of his investigations or any conclusions which he may have
drawn from them. Every such annual report shall be sent to members of the
Society with the LloydÕs Annual Report and Accounts.
14.
Expenditure
The
Ombudsman shall limit his annual expenditure to an amount necessary to ensure
the effective discharge of his duties. He shall keep a record of all costs and
expenses incurred and state the total thereof in his annual report.
15.
Commencement
This
byelaw shall come into force on 2nd December 1987, and the first Ombudsman to
be appointed under this byelaw shall take office with effect from 1st January
1988.
Schedule 1.
Interpretation
In
this byelaw the following expressions have the following meanings:
ÒactionÓ
includes failure to act, and other expressions connoting action shall be
construed accordingly;
[. . .]
NOTE
ÒcomplainantÓ
means the member of the Society who has made a complaint under paragraph 7 of
the byelaw;
[ . . . ]
NOTE
[Òmember of
the SocietyÓ includes the memberÕs executors, administrators or assigns;]
NOTE
ÒNamesÕ
Interests CommitteeÓ means the NamesÕ Interests Committee of the Council;
ÒOmbudsmanÓ
means the individual appointed under paragraph 2 of the byelaw;
Òperson
connectedÓ means a parent, step-parent, spouse, brother, sister, son, step-son,
daughter or step-daughter of an individual;
[Òreinsurance
to closeÓ has the meaning given to it in the Syndicate Accounting Byelaw (No.
[18 of 1994, 326]);]
NOTE
Òthe
SocietyÓ for the purposes of this byelaw means the Society itself and also any
of its officers and employees and any person or persons in or to whom (whether
individually or collectively) any powers or functions are vested or delegated
by or pursuant to LloydÕs Acts 1871 to 1982;
Òsubsidiary
companyÓ has the same meaning as in section 736 of the Companies Act 1985;
[ÒsyndicateÓ
means a group of underwriting members of the Society underwriting insurance
business at LloydÕs through the agency of a managing agent to which a
particular syndicate number is assigned by the Council of LloydÕs.]
NOTE
Schedule 2.
Subsidiary Companies
Additional
Securities Limited
Additional
Underwriting Agencies (No.1) Limited
Additional
Underwriting Agencies (No.2) Limited
Additional
Underwriting Agencies (No.3) Limited
Additional
Underwriting Agencies (No.4) Limited
Additional
Underwriting Agencies (No.5) Limited
Additional
Underwriting Agencies (No.6) Limited
LloydÕs of
London Press Limited
Toplis and
Harding Incorporated
409.
LloydÕs Brokers Byelaw No. 5 of 1988, 6 July 1988
COMMENCEMENT
This
byelaw commences in stages. Paragraph 19 commences on 1 November 1988;
paragraph 20 commenced on 6 July 1988; paragraphs 57(6) and (7) commence on 1
August 1989. The remaining provisions commence on 1 August 1989.
AMENDMENTS
This
byelaw was amended by
LloydÕs
Brokers (Amendment) Byelaw (No. 8 of 1989)
LloydÕs
Brokers (Amendment No. 2) Byelaw (No. 13 of 1989)
LloydÕs
Brokers (Amendment No. 3) Byelaw (No. 6 of 1990)
LloydÕs
Brokers (Amendment No. 4) Byelaw (No. 9 of 1991)
LloydÕs
Brokers (Amendment No. 5) Byelaw (No. 14 of 1991)
LloydÕs
Brokers (Amendment No. 6) Byelaw (No. 16 of 1992)
Information
and Confidentiality Byelaw (No. 21 of 1993)
CompaniesÕ
Accounts (Miscellaneous Amendments) Byelaw (No. 15 of 1994)
Run-off
Companies Byelaw (No. 2 of 1995)
LloydÕs
Brokers (Amendment No. 7) Byelaw (No. 16 of 1995)
Appeal
Tribunal Byelaw (No. 18 of 1995)
LloydÕs
Brokers (Amendment No. 8) Byelaw (No. 4 of 1996)
Intermediary
Amendment Byelaw (No. 10 of 2000)
LloydÕs
Policy Signing Office Byelaw (No. 11 of 2000).
REVOCATION
This
byelaw was revoked with effect from 1 January 2001 by byelaw No. 17 of 2000
dated 6 December 2000.
410.
Umbrella Arrangements Byelaw No. 6 of 1988, 6 July 1988
COMMENCEMENT
This
byelaw commenced on 1 August 1988.
AMENDMENTS
This
byelaw was amended by
Umbrella Arrangements
(Amendment) Byelaw (No. 7 of 1990)
Information
and Confidentiality Byelaw (No. 21 of 1993)
Appeal
Tribunal Byelaw (No. 18 of 1995)
Intermediary
Amendment Byelaw (No. 10 of 2000)
LloydÕs
Policy Signing Office Byelaw (No. 11 of 2000).
REVOCATION
This
byelaw was revoked with effect from 1 January 2001 by byelaw No. 17 of 2000
dated 6 December 2000.
411.
Insurance Ombudsman Bureau Byelaw No. 1 of 1989, 11 January 1989
COMMENCEMENT
This
byelaw commenced on 12 January 1989.
AMENDMENTS
This
byelaw was amended by
Corporate
Members (Consequential Amendments) Byelaw (No. 20 of 1993)
Corporate
Members (Miscellaneous Amendments) Byelaw (No. 29 of 1993)
Captive
Corporate Members Byelaw (No. 19 of 1998)
Underwriting
Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Intermediary
Amendment Byelaw (No. 10 of 2000).
EXPLANATORY
NOTE
(This
note does not form part of the byelaw.)
The
byelaw allows the Council to apply for the Society to be a member of the
Insurance Ombudsman Bureau (Òthe IOBÓ).
For
so long as the Society is a member of the IOB underwriting members are required
to observe those of the IOBÕs articles of association which relate to the
Insurance OmbudsmanÕs powers to consider complaints about certain types of
insurance policies. The relevant articles are set out in the schedule to the
byelaw. If the Insurance Ombudsman makes an award naming or identifying an
underwriting member or a syndicate, the byelaw requires the member or syndicate
concerned to pay the award. The articles provide that the upper limit on
binding awards which can be made by the Ombudsman is £10,000 in respect of
permanent health business and £100,000 in any other case.
The
byelaw also deals with certain administrative aspects of the SocietyÕs
membership of the IOB (for example, the nomination of persons to attend
meetings of the IOB). In addition, the Council may require members,
underwriting agents and LloydÕs brokers to supply information to the Society
for transmission to the Insurance Ombudsman if so required by him.
The Council
of LloydÕs in exercise of its powers under section 6(2) of LloydÕs Act 1982 by
special resolution hereby makes the following byelaw.
1. Interpretation
(1) In
this byelaw, unless the context otherwise requires:
ÒInsurance
OmbudsmanÓ means an ombudsman appointed in accordance with the articles of
association of the Insurance Ombudsman Bureau to receive references in relation
to insurance business.
ÒInsurance
Ombudsman BureauÓ means the Insurance Ombudsman Bureau incorporated as a
private unlimited company under the Companies Acts 1948 to 1980 on 20th January
1981.
Òmanaging
agentÓ means an underwriting agent which is listed as a managing agent on the
register of underwriting agents maintained under the Underwriting Agents Byelaw
(No. 4. of 1984, 101).
[ÒsyndicateÓ
means an underwriting member or group of underwriting members of LloydÕs
underwriting insurance business at LloydÕs through the agency of a LloydÕs
underwriting agent to which member or group a particular syndicate number is
assigned by the Council;]
NOTE
Òunderwriting
memberÓ includes a former underwriting member who has become a non-underwriting
member by virtue of having given notice of resignation in accordance with the
Membership Byelaw [(No. 17 of 1993, 319)].
NOTE
(2) In
the Schedule to this byelaw only, unless the context otherwise requires:
ÒBoardÓ
means the board of directors of the Insurance Ombudsman Bureau.
ÒBureauÓ
means the Insurance Ombudsman Bureau.
ÒCouncilÓ
means the Council of the Insurance Ombudsman Bureau.
ÒMemberÓ
means a member of the Insurance Ombudsman Bureau.
ÒOmbudsmanÓ
has the same meaning as ÒInsurance OmbudsmanÓ in sub-paragraph (1) above.
(3) References
in this byelaw to the articles of association of the Insurance Ombudsman Bureau
and specific articles thereof include references to such articles of
association and specific articles thereof as from time to time amended.
2. Membership
of the Insurance Ombudsman Bureau
(1) The
Council may apply for the admission of the Society as a member of the Insurance
Ombudsman Bureau.
(2) For
so long as the Society is a member of the Insurance Ombudsman Bureau all
underwriting members shall observe the provisions of articles numbered 66 to 68
inclusive of the articles of association of the Insurance Ombudsman Bureau as set
out in the Schedule to this byelaw as if they were members of the Insurance
Ombudsman Bureau.
(3) Without
prejudice to the generality of sub-paragraph (2) of this paragraph, where the
Insurance Ombudsman makes an award pursuant to article 66(b)(iv) of the
articles of association of the Insurance Ombudsman Bureau naming or identifying
an underwriting member or a syndicate, the underwriting member or the
syndicate, as the case may be, shall pay the award or, if the Society has first
paid the award, the underwriting member or the syndicate shall reimburse the
Society in respect of the award.
3. Proceedings
of the Insurance Ombudsman Bureau
(1) The
Council may nominate a member of the Society or an officer of the Society as a
candidate for election to, or for co-option to, the board of directors of the
Insurance Ombudsman Bureau or for appointment to the Council of the Insurance
Ombudsman Bureau.
(2) The
Council may appoint a member of the Society or an officer of the Society as
representative of the Society to attend, vote and generally exercise all rights
of membership on behalf of the Society at any annual general meeting or
extraordinary general meeting of the Insurance Ombudsman Bureau.
(3) The
Council may from time to time appoint for such period and on such terms and
conditions as it thinks fit a member of the Society or an officer of the
Society (not being any individual appointed pursuant to sub-paragraph (2)) to
attend any general meeting of the Insurance Ombudsman Bureau in accordance with
the articles of association of the Insurance Ombudsman Bureau.
(4) The
Council may at any time revoke any nomination or appointment it has made
pursuant to this paragraph by written notice to the individual so nominated or
appointed and the Council shall give written notice of such revocation to the
Insurance Ombudsman Bureau.
(5) Where
a member of the Society or an officer of the Society has been elected or
co-opted to the board of directors of the Insurance Ombudsman Bureau as a
result of a nomination pursuant to sub-paragraph (1) of this paragraph the
Council may, if it thinks fit, request that individual in writing to resign
from membership of the board of
directors
and in such event the Council shall give notice to the Insurance Ombudsman
Bureau that it has made such a request.
4. Power
to obtain information
(1) Every
underwriting member [[[and]]] every underwriting agent [[É]] [[[É]]] shall
furnish to the Society such information as the Council may from time to time
require in writing for the purposes of this byelaw.
NOTE
(2) Any
information required pursuant to sub-paragraph (1) of this paragraph shall be
furnished in such manner and at such time or times as the Council may specify
in writing.
(3) An
underwriting member shall only be required under this paragraph to furnish such
information as he or his underwriting agent or agents possess or can reasonably
be expected to obtain.
(4) An
underwriting agent [É] [[[É]]] shall only be required under this paragraph to
furnish such information as it possesses or can reasonably be expected to
obtain.
NOTE
(5) The
Society may furnish to the Insurance Ombudsman if so required by him any
information obtained pursuant to this paragraph.
5. Commencement
This
byelaw shall come into force on 12th January 1989.
Schedule
66. The
powers and duties of an Ombudsman shall be:
(a) to be
available to attend each meeting or part of a meeting of the Council as
required by the Council and thereat to make such reports and give such
information to the Council as the Council shall from time to time direct and,
on giving reasonable notice to the Council, to attend any meeting or part of a
meeting of the Council in order to address the Council on a matter specified in
that notice, and to have regard to any assistance and guidance offered or given
by the Council pursuant to Article 65(f) hereof and to have regard to his terms
of reference determined in accordance with Article 64(b);
(b) subject
to the supervision of the Council and to the extent that the Council so determines
in accordance with Article 64, from day to day to administer the affairs and to
conduct the business of the Bureau, and to incur expenditure in accordance with
the current financial budget approved by the Board pursuant to Article 64(j)
hereof on behalf of the Bureau; provided that an Ombudsman shall in connection
therewith exercise no power of the Bureau expressly assigned to the Board or
the Council or any other person pursuant to these presents; and
(i) subject
to Article 67 and 68 hereof an Ombudsman may act as counsellor, conciliator,
adjudicator or arbitrator in relation to any such reference as is specified in
Clause 3(a) of the Memorandum of Association of the Bureau and (subject to the
general or special consent of the Council) an Ombudsman may appoint (on such
terms as to remuneration or otherwise as he shall think fit) any other person
who seems to him to be suitably qualified (whether as a professional adviser or
as an expert) to act in conjunction with him;
(ii) an
Ombudsman may, in relation to any complaint, dispute or claim comprised in a
reference, make an award against any Member named in such reference (and in the
case of LloydÕs the award shall also name or identify the relevant member of
LloydÕs or LloydÕs syndicate) and in making any award he shall act in
conformity with any applicable rule of law or relevant judicial authority with
general principles of good insurance, investment or marketing practice and with
his terms of reference from time to time determined in accordance with these
presents, but shall not otherwise be bound by any previous decision made by him
or by any other Ombudsman or by any predecessor in any such office;
(iii) such
an award shall comprise a money sum;
(iv) such
an award shall be binding upon the Member against which it is made and, in the
case of LloydÕs, upon any member of LloydÕs or LloydÕs syndicate named or
identified therein (a) if it is made in respect of a reference the subject of
which is a policy of insurance for permanent health business under which the
basic benefits insured at the date of the policy do not exceed £10,000 per
annum; or (b) if it is made in any other case and does not exceed £100,000;
(v) where
such an award exceeds the relative monetary limit prescribed by sub-paragraph
(iv) above, it shall not be binding upon the Member against which it is made
nor, in the case of LloydÕs, upon any member of LloydÕs or LloydÕs syndicate
named or identified therein but shall constitute the OmbudsmanÕs recommendation
to that Member of an equitable solution to the complaint, dispute or claim
comprised in the reference;
(vi) the
Bureau in General Meeting may by ordinary resolution from time to time alter
the monetary limits prescribed by sub-paragraph (iv) above;
(vii) an
Ombudsman may in relation to any complaint dispute or claim comprised in a
reference (but without prejudice to the exercise of the powers conferred by
sub-paragraph (ii) above) make such recommendations or representations to the
persons named in the reference or to the Council as he shall think fit;
(c) (subject
to Article 67 and 68 hereof) to entertain references of the kind specified in
Clause 3(a) of the Memorandum of Association of the Bureau and in his terms of
reference determined in accordance with Article 64(b) and to facilitate the
settlement or satisfaction of the complaints disputes or claims comprised in
such references by any or all of the means referred to in the said Clause 3(a);
(d) in
relation to such references to charge such fees to all or any of the persons
named therein as the Council shall from time to time prescribe: provided that
an Ombudsman shall have power, if in his absolute discretion he considers it
expedient or appropriate, to remit the payment of any fee or to return any fee
paid as aforesaid;
(e) to request
the provision, within a reasonable period of time, of information concerning
the subject-matter of any such reference as aforesaid from any Member named
therein which is, or is alleged to be, in possession of such information:
provided that where such Member admits possession of the said information but
refuses or fails to supply it within a reasonable period of time the Ombudsman
shall forthwith give particulars of such request and refusal to the Council;
(f) without
prejudice to paragraph (a) of this Article, to submit to each Council Member
not less than fourteen days before each Annual Meeting of the Council a copy of
his Report for the period specified in Article 64(h) hereof, such Report to be
in such form, and to contain such information and recommendations on such
subjects relative to the affairs and business of the Bureau during such period,
as the Council shall from time to time direct, provided that where any
Ombudsman has been designated Deputy to any other he shall not be required to submit
any Report in relation to his activities as such Deputy;
(g) upon
each occasion when he submits copies of his Report to Council Members pursuant
to paragraph (f) of this Article, to submit additional copies of the same to
each Member and to each member of the Board; and
(h) subject
to the approval of the Council and to his terms of reference determined in
accordance with Article 64(b), to delegate to a deputy the powers and duties
assigned to an Ombudsman in sub-paragraphs (i) to (vii) of paragraph (b) and
paragraphs (c), (d) and (e) of this Article.
(i) subject
to the approval of the Chairman of the Council, to appoint and remove managers
officers (but not the Secretary or the Clerk to the Council) clerks agents and
servants, whether engaged for permanent temporary or special services and to
determine their powers and duties and fix their salaries pensions or other
emoluments.
67. Without
prejudice to Article 68 hereof, no Ombudsman shall entertain any reference of
the kind specified in Clause 3(a) of the Memorandum of Association of the
Bureau unless he is satisfied that:Ñ
(a) the
subject matter of the reference has been considered by the senior management of
any Member named in the reference or, in the case of a reference involving a
member of LloydÕs or a LloydÕs syndicate, by an officer of LloydÕs but the
observations made, or any conditions of settlement or satisfaction offered, by
that Member or, in the case of a reference involving a member of LloydÕs or a
LloydÕs syndicate, by that member of LloydÕs or by that syndicate to any other
person named in that reference have proved unacceptable to that person;
(b) where
any party to the complaint, dispute or claim comprised in the reference has
instituted proceedings in any court of law or has made a reference to
arbitration in relation thereto, the proceedings have been discontinued or the
reference to arbitration withdrawn prior to final judgment or award; and
(c) the
reference contains no subject matter any part of which was comprised in any
previous references made to any Ombudsman (provided that with the leave of the
Council the Ombudsman may entertain a reference if he is satisfied that new
evidence is now available in relation to the reference which was not available
at the time the previous reference was entertained);
and unless
the reference is received by the Ombudsman no later than six months after the
date of the observations or offer referred to in paragraph (a) of this Article.
68. Without
prejudice to Article 67 hereof, no Ombudsman is empowered to entertain or
comment upon any reference of the kind specified in Clause 3(a) of the
Memorandum of Association of the Bureau:Ñ
(a) which
relates to a contract for investment business other than one in respect of
units in a collective investment scheme or of long term insurance business (as
defined in the Insurance Companies Act 1982); or
(b) which
is made other than by the person who effected the policy or the contract for
investment business which is the subject of the reference or by some person who
has acquired (not for value) the legal title thereto; or
(c) which
relates to a policy of insurance or contract for investment business other than
one effected by or on behalf of or for the benefit of natural persons (not
being partnerships or unincorporated persons consisting of or including natural
persons); or
(d) which
relates to a policy of insurance or contract for investment business in respect
of which the performance by the Member or, in the case of a reference involving
a LloydÕs syndicate, by the members of that syndicate of any of his or their
obligations under the contract evidenced thereby would constitute the carrying
on by the Member or, as the case may be, by the members of the LloydÕs
syndicate of insurance business of any class or investment business other than
in the United Kingdom, the Isle of Man or Channel Islands; or
(e) which
is made in respect of long term insurance business (as defined in the Insurance
Companies Act 1982) of a Member to the extent that such reference concerns
those actuarial standards, tables and principles which that Member applies to
its long term insurance business including in particular (but without being
limited to) the method of calculation of surrender values and paid up policy
values, and bonus system and bonus rate applicable to the policy in question
provided that this paragraph shall not preclude any reference concerning the
application of any of the Lautro Rules; or
(f) which
relates to any policy of insurance or contract for investment business, to the
extent that such reference concerns any question or dispute between the person
making the reference and any person other than the Member or, as the case may
be, by the members of LloydÕs relative to which the reference is made, as to
title to the proceeds of the policy or contract which is the subject of the
reference.
412.
Misconduct (Reporting) Byelaw No. 11 of 1989, 5 July 1989
COMMENCEMENT
This
byelaw commenced on 6 July 1989.
AMENDMENT
This
byelaw was amended by
Miscellaneous
Administrative Provisions Byelaw (No. 5 of 1992)
Miscellaneous
Administrative Provisions (No. 2) Byelaw (No. 1 of 1993)
Intermediary
Amendment Byelaw (No. 10 of 2000)
Disciplinary
Committees (Amendment No. 2) Byelaw (No. 19 of 2000).
EXPLANATORY
NOTE
(This
note is not part of the byelaw.)
This
byelaw imposes a duty on every person to whom the byelaw entitled ÒMisconduct,
Penalties and SanctionsÓ (No. 5 of 1983) applies to report all instances of
misconduct other than those which it is reasonable to regard as being of a
minor nature. The misconduct is to be reported promptly to the [Director,
Regulatory Services of the Society] or such other person as he may nominate.
The duty to report applies to a person who either knows of any actual or
proposed misconduct or believes or has reason to believe that such misconduct
is likely to occur or is likely to have occurred.
Misconduct
has the meaning given to it in the byelaw entitled ÒMisconduct, Penalties and
SanctionsÓ (No. 5 of 1983). Under that byelaw a person is guilty of misconduct
if he:Ð
(a) contravenes
or fails to observe any provision of LloydÕs Acts 1871 to 1982 or any byelaw
made thereunder;
(b) contravenes
or fails to observe any verdict, order, award, penalty or sanction made or
imposed, or any condition or requirement imposed, or any undertaking given,
pursuant to LloydÕs Acts 1871 to 1982 or any byelaw made thereunder;
(c) contravenes
or fails to observe (subject to the provisos to section 7(3) of LloydÕs Act
1982) any regulation or direction made or given under LloydÕs Acts 1871 to 1982
or under any byelaw made thereunder;
(d) conducts
himself or itself in a manner which is detrimental to the interests of LloydÕs
policyholders, the Society, members of the Society, LloydÕs brokers,
underwriting agents or others doing business at LloydÕs;
(e) conducts
any insurance business in a discreditable manner or with a lack of good faith;
or
(f) conducts
himself or itself in any manner whatever which is dishonourable or disgraceful
or improper.
The Council
of LloydÕs in exercise of its powers under section 6(2) and section 7(1)(a)(ii)
of, and paragraphs 21 and 22(b) of Schedule 2 to, LloydÕs Act 1982 by special
resolution hereby makes the following byelaw:
1. Interpretation
In
this byelaw ÒmisconductÓ means misconduct [as defined in any byelaws made under
LloydÕs Acts 1971 to 1982.]
NOTE
2. Duty
to report misconduct
(1) Subject
to sub-paragraph (2), every person [[[subject to the disciplinary jurisdiction
of the Society]]] applies [[other than a LloydÕs broker]] whoÑ
(a) knows
of any actual or proposed misconduct, or
(b) believes
or has reason to believe that any misconduct is likely to occur or is likely to
have occurred,
shall be
under a duty to report the same promptly to the [Director, Regulatory Services of
the Society] or such other person as he may nominate.
(2) Sub-paragraph
(1) shall not apply in relation to any incident of misconduct which it is
reasonable to regard as being of a minor nature.
NOTE
3. Commencement
This
byelaw shall come into force on 6th July 1989.
413.
MembersÕ Compensation Scheme Byelaw
No. 15 of
1989, 6 December 1989
COMMENCEMENT
This
byelaw commenced on 1 January 1990.
AMENDMENTS
This
byelaw was amended by
Corporate
Members (Consequential Amendments) Byelaw (No. 20 of 1993)
Corporate
Members (Miscellaneous Amendments) Byelaw (No. 29 of 1993)
MembersÕ
Compensation Scheme (Amendment No. 3) Byelaw (No. 11 of 1996)
Captive
Corporate Members Byelaw (No. 19 of 1998)
Amendment
Byelaw (No. 9 of 2001).
EXPLANATORY
NOTE
(This
note is not part of the byelaw.)
This
byelaw establishes the MembersÕ Compensation Scheme which makes provision for
compensating members of the Society who have claims against insolvent
underwriting agents in respect of loss caused by fraud or other dishonesty or
failure to account for moneys or property received on their behalf.
Applications
for compensation under the scheme must be made to the Council within the time
limit specified in paragraph 5.
An
award of compensation will be made in respect of the net unsatisfied
liabilities of the agent in respect of the claim after taking account of the
rights and remedies specified in paragraph 7.
Before
awarding compensation the Council may require applicants to pursue any
available civil remedy against the underwriting agent concerned.
The
amount of compensation which can be awarded in relation to any underwriting
agent is subject to a maximum limit of £50,000 per applicant. There is a
maximum aggregate annual limit of £50,000,000 in respect of all applications
under the scheme.
The
cost of the first third of the maximum aggregate amount of compensation payable
under the scheme in any year is to be borne by underwriting agents in
proportion to their respective allocated capacities. The remaining cost is to
be borne by the members of the Society for the time being in proportion to
their respective allocated capacities.
The Council
of LloydÕs in exercise of its powers under section 6(2) of, and paragraph (4)
of Schedule 2 to, LloydÕs Act 1982 by special resolution hereby makes the
following byelaw.
Part
AÑIntroductory
1. Establishment
of MembersÕ Compensation Scheme
The
Council shall in accordance with the provisions of this byelaw maintain and
administer a scheme, to be known as the ÒMembersÕ Compensation SchemeÓ (and in
this byelaw referred to as Òthe schemeÓ), for compensating [[individual]]
members of the Society [ [[É]] ] where underwriting agents are unable
or are unlikely to be able to satisfy claims in respect of losses arising from
fraud or other dishonesty on the part of those underwriting agents in
connection with their business as underwriting agents or in respect of their
failure to account for or render moneys or other property received by them in
connection with such business.
NOTE
2. Interpretation
The
provisions of Schedule 1 to this byelaw (interpretation) shall have effect.
Part
BÑEligibility
3. Eligibility
for compensation
(1) [An
individual member] shall be entitled to compensation under the scheme if on an
application by him in accordance with this byelaw the Council is satisfied:
(a) that
the underwriting agent is liable to him in respect of:
(i) loss
suffered by him as a result of any fraud or dishonesty on the part of the
underwriting agent or any director or employee thereof, or partner therein, in
connection with the business carried on by that underwriting agent; or
(ii) any
failure to account for or render to him moneys or other property received by
the underwriting agent in the course of such business; and
(b) that
the underwriting agent is unable, or unlikely to be able, fully to meet that
liability.
(2) For
the purposes of this byelaw a failure by a trustee or trustees of a premiums
trust fund appointed by an underwriting agent to account for or render to a
member moneys or other property received by them which would give rise to a
liability of the underwriting agent to the member shall be treated as a failure
by that underwriting agent to account for or render to that member moneys or
other property received by that underwriting agent.
NOTE
4. Disqualification
from eligibility
No
director or employee of, or partner in, an underwriting agent shall be entitled
to compensation under the scheme who by his own negligent or wilful act or
omission has:
(a) caused
or contributed to any loss suffered by any member (including himself); or
(b) caused
or contributed to any breach of fiduciary duty owed by the underwriting agent
to any member (including himself),
by reason
whereof, as the case may be, that underwriting agent is liable to him or to any
other member and which has given rise to an application for compensation under
the scheme.
Part
CÑProcedure for application
5. Time
limit for applications
(1) Subject
to sub-paragraphs (3) and (4), an application for compensation shall be made as
soon as possible after the applicant becomes aware of the [[É]] circumstances
which may give rise to a liability in respect of which he may be entitled to
compensation under the scheme.
(2) Forthwith
after the first application is made for compensation under the scheme [[É]],
the Council shall, by such means as it may from time to time determine, notify
the [[individual]] members of the Society [ [[É]] ] and their membersÕ agents
thereof.
(3) Subject
to sub-paragraph (4), where the Council has in accordance with sub-paragraph
(2) given notification of the first application for compensation [[É]] any
other application shall be made within 6 months after the date of such
notification to membersÕ agents.
NOTE
(4) In
a case of exceptional hardship the Council may extend the period within which
an application for compensation shall be made by such further period and on
such terms as it thinks fit.
6. Manner
of application
(1) An
application for compensation under the scheme shall be made in writing to the
Council.
(2) Where
an application is made in relation to a judgment in any civil proceedings or an
award on any arbitration against an underwriting agent it shall be accompanied
by a copy of that judgment or award.
(3) Where
an application is not made in relation to a judgment or award against the
underwriting agent it shall be accompanied by such documents as will enable the
Council to determine:
(a) whether
the underwriting agent concerned owes to the applicant any such liability as is
mentioned in paragraph 3;
(b) the
amount of such liability; and
(c) whether
the underwriting agent is or is likely to be unable to satisfy such liability.
(4) An
application shall, whether or not made in relation to a judgment or award
against the underwriting agent, be accompanied by such documents as will enable
the Council to take account of:
(a) the
applicantÕs rights in respect of the underwriting agentÕs liabilities to him;
(b) any
compromise of those liabilities;
(c) any
security available to the applicant in relation to those liabilities;
(d) any
right of set-off available to the applicant or the underwriting agent in
respect of those liabilities;
(e) the
applicantÕs ability, if any, to recover in respect of the same loss or the same
moneys or other property from any third party also liable in respect of them;
and
(f) any
other means whereby the applicant has, or has had, or might have, an
opportunity of recovering in respect of the loss or moneys or other property
including any means of so recovering from the underwriting agent.
(5) The
Council may require an applicant to furnish such further information or
documents as the Council thinks fit.
Part
DÑDetermination of application
7. Determination
of application by Council
(1) After
receiving a written application and any documents required by paragraph 6 the
Council shall determine the application, deciding whether the applicant is
entitled to compensation under the scheme and for that purpose determining the
net liability of the underwriting agent in respect of which the applicant is
entitled to compensation (the Ònet liabilityÓ).
(2) In
determining the net liability the Council shall take into account:
(a) the
applicantÕs rights in respect of the underwriting agentÕs liabilities to him;
(b) any
compromise of those liabilities;
(c) any
security available to the applicant in respect of those liabilities;
(d) any
right of set-off available to the applicant or the underwriting agent in
relation to those liabilities;
(e) the
applicantÕs ability, if any, to recover in respect of the same loss or the same
moneys or other property from any third party also liable in respect of them;
and
(f) any
other means whereby the applicant has, or has had, or might have, an
opportunity of recovering in respect of the loss or the moneys or other
property including any means of so recovering from the underwriting agent.
(3) Where
an application is made in relation to a judgment or award against an
underwriting agent in respect of any such liability as is mentioned in
paragraph 3(1) the Council shall treat as a liability for the purposes of
determining the net liability:
(a) the
principal sum awarded in the judgment or award;
(b) any
interest awarded thereon in relation to any period ending on or before the date
of the judgment or award; and
(c) any
costs awarded in relation thereto,
but not any
interest accruing on such judgment or award in relation to any period after the
date of judgment or award.
(4) Where
an application is not made in relation to a judgment or award against an
underwriting agent the Council shall treat as a liability for the purposes of
the scheme the principal sum which it is satisfied that a court or tribunal
would have awarded if a judgment or award had been obtained.
[(5)
The Council may appoint any person or persons to administer or determine on its
behalf any application for compensation made under the scheme and to exercise
and perform such of the CouncilÕs powers and duties under the scheme as it may delegate
to that person or persons.]
NOTE
8. Pursuit
of civil remedies prior to determination
The
Council may, before deciding whether an applicant is entitled to compensation
under the scheme, require him to pursue any civil remedy which in the CouncilÕs
opinion is still available in respect of the loss to the applicant or the
recovery of any moneys or other property received by the underwriting agent for
his account.
9. Notice
of determination
After
determining an application in accordance with paragraph 7 the Council shall
forthwith give to the applicant and to the underwriting agent concerned written
notice of the determination.
Part
EÑQuantum
10. Amount
of compensation
Where
the Council decides that the applicant is entitled to compensation under the scheme
the amount of compensation payable to him in relation to any underwriting agent
shall, subject to paragraph 12, be as follows:
(a) where
the net liability does not exceed £20,000, the entire amount of the net
liability;
(b) where
the net liability exceeds £20,000, but does not exceed £60,000, the first
£20,000 and 75% of the balance of the net liability; and
(c) where
the net liability exceeds £60,000, £50,000.
11. Payment
of compensation
(1) Subject
to sub-paragraph (2), where the Council decides that an applicant is entitled
to compensation under the scheme such compensation shall be paid as soon as
possible after the end of the year during which the Council determines the
application.
(2) Where
it appears to the Council that an applicant would otherwise suffer exceptional
hardship compensation may be paid, wholly or in part, to the applicant at any
time after the determination of the application (an Òinterim paymentÓ).
(3) Interest
shall be paid on compensation to which an applicant is entitled under the
scheme for the period beginning on the date on which the determination of the
application is notified to the applicant and ending on 31st December next
following, at a rate of 2% per annum below National Westminster Bank plcÕs base
rate from time to time.
12. Aggregate
annual limit
(1) The
amount paid by way of compensation and interest thereon shall not exceed
£50,000,000 in aggregate in relation to all applications for compensation under
the scheme determined in a year.
(2) Where
the compensation and interest thereon to which members would but for this
paragraph be entitled in respect of applications determined in a year exceed
£50,000,000 in aggregate the compensation and interest payable to each such
member shall be calculated in accordance with the following formula:
C = (a + b)
× £50,000,000
(d + e)
where ÒCÓ
is the adjusted compensation and interest payable to the member in accordance
with this sub-paragraph, ÒaÓ is the compensation and ÒbÓ the interest which
would be payable to that member under paragraphs 10 and 11 respectively but for
this sub-paragraph, and ÒdÓ and ÒeÓ are the aggregate amounts of compensation
and interest thereon respectively which would but for this sub-paragraph be
payable to all such members.
Part
FÑContributions
13. Entitlement
to levy contributions or reimbursement
(1) The
Society shall in accordance with this paragraph levy contributions to the
compensation and interest thereon payable in relation to the applications
determined in each year, or, having paid such compensation and interest or any
part thereof shall levy reimbursement in respect thereof.
(2) Of
the first £16,666,667 of the aggregate of compensation and interest payable, or
of the sum reimbursed to the Society in respect thereof, one half of the
aggregate compensation and interest payable, or of the sum reimbursed in
respect thereof, shall be paid by managing agents and one half by membersÕ
agents, such half shares respectively being borne by managing agents in
proportion to their respective aggregate syndicate allocated capacities and by
membersÕ agents in proportion to their respective aggregate allocated overall
premium limits, in either case for the year of account corresponding to that
year; and underwriting agents which are both managing agents and membersÕ
agents shall bear proportions of each half share accordingly.
(3) So
far as the compensation and interest payable under the scheme in relation to
applications determined in any year, or the sums to be reimbursed to the
Society in respect thereof, exceed £16,666,667 in aggregate, such excess sum
shall be paid by [[quasi-individual and individual]] members of the Society
[[É]] who are underwriting members during that year in proportion to their
respective allocated overall premium limits for that year.
NOTE
14. Collection
of contributions or reimbursement
(1) The
Council shall as soon as is practicable in each year by written notice to every
underwriting agent specify the sum required of that underwriting agent pursuant
to paragraph 13(2) by way of contribution to or reimbursement for compensation
and interest payable in relation to applications determined during the previous
year, together with interest calculated in accordance with sub-paragraph (3) of
this paragraph; and every underwriting agent shall within 14 days after the
date of such notice pay to the Society the sum so specified.
(2) Where
in any year the aggregate of compensation and interest payable under the scheme
in relation to applications determined during the previous year exceeds
£16,666,667 the Council shall as soon as is practicable by written notice to
every managing agent or substitute managing agent specify the sums required
pursuant to paragraph 13(3) of each member of a syndicate managed by that
agent, together with interest calculated in accordance with sub-paragraph (3)
of this paragraph; and every such managing agent shall on behalf of each such
member pay to the Society within 14 days after the date of such notice the sum
so specified.
(3) The
Society shall be entitled to interest at National Westminster Bank plcÕs base
rate on any sum required by way of reimbursement pursuant to paragraph 13(2) or
(3) in respect of the period beginning on the date on which the compensation
and interest are paid to applicants and ending on the date of the notice given
under sub-paragraph (1) or (2), as the case may be.
(4) The
Society shall be entitled to interest as from the date of the notice on any sum
specified under sub-paragraph (1) or (2), or any part thereof, remaining unpaid
after 14 days at a rate of 5% per annum above National Westminster Bank plcÕs
base rate.
Part
GÑMiscellaneous and supplementary
15. Recovery
of payment made under paragraph 11(2)
Where
an interim payment has been made under paragraph 11(2) which was greater than
the amount of compensation and interest to which the member concerned is
entitled as adjusted in accordance with paragraph 12(2), the member shall be
liable to repay to the Society on demand the amount by which the interim
payment exceeded the amount so adjusted.
16. Rights
of subrogation
(1) Where
compensation is paid to a member under the scheme the Society shall be
subrogated, to the extent of the amount of such compensation and any interest
paid thereon to the member, to any rights and remedies of that member in
relation to the act or default in respect of which it is paid, and shall be
entitled, upon giving him a sufficient indemnity against costs, to require him
to sue in his own name but on behalf of the Society for the purpose of giving
effect to the SocietyÕs rights and to permit the Society to have the conduct of
the proceedings.
(2) The
Council may require a member to whom compensation is paid under the scheme to
sign an undertaking to prove or rank, if required, in the liquidation or
bankruptcy (as the case may be) of the underwriting agent concerned, together
with a further undertaking to comply with all proper requirements of the
Council in exercise of subrogated rights under sub-paragraph (1).
(3) Sums
recovered by the Society under this paragraph shall be applied in reduction of
the amount of contribution or reimbursement to be levied in relation to
applications determined during the year in which such sums are so recovered;
and any surplus sum after such application shall be so applied in the following
year or years.
17. Annual
report
The
Council shall report on the scheme each year in the Annual Report and Accounts
of the Society.
18. Application
This
byelaw applies only in relation to liabilities in respect of acts or omissions
occurring after 31st December 1989 on the part of underwriting agents, or on
the part of directors or employees of, or partners in, underwriting agents,
which have become insolvent after 31st December 1989.
19. Commencement
This
byelaw shall come into force on 1st January 1990.
Schedule.
Interpretation
1. In
this byelaw, unless the context otherwise requires,
Òallocated
overall premium limitÓ means, in relation to a member, the sum of his memberÕs
syndicate premium limits for the time being;
Òaggregate
allocated overall premium limitÓ means, in relation to a membersÕ agent, the
sum of the memberÕs syndicate limits for the time being set out in syndicate
lists agreed between the membersÕ agent and the members for whom it acts as
membersÕ agent;
Òaggregate
syndicate allocated capacityÓ means, in relation to a managing agent, the sum
of the syndicate allocated capacities for the time being of the syndicates
managed by that managing agent;
Òinterim
paymentÓ has the meaning given in paragraph 11(2) of the byelaw;
Òmanaging
agentÓ means an underwriting agent which is listed as a managing agent on the
register of underwriting agents maintained under the Underwriting Agents Byelaw
(No. 4 of 1984, 101);
ÒmemberÓ
means, as the case may require, a member of the Society [(other than a
corporate member)] or his executors or administrators, trustees in bankruptcy,
any receiver appointed on his behalf under the Mental Health Act 1983 or any
person performing similar functions in any jurisdiction;
NOTE
ÒmembersÕ
agentÓ means, an underwriting agent which is listed as a membersÕ agent on the
register of underwriting agents maintained under the Underwriting Agents Byelaw
(No. 4 of 1984, 101);
ÒmemberÕs
syndicate premium limitÓ has the meaning given in [the Schedule to the
Membership Byelaw (No. 17 of 1993, 111)];
NOTE
Ònet
liabilityÓ has the meaning given in paragraph 7(1) of the byelaw;
Òpremiums
trust fundÓ means a trust fund to which premiums received by or on behalf of a
member in respect of his underwriting business are required to be transferred
by section 83 of the Insurance Companies Act 1982;
ÒschemeÓ
means the MembersÕ Compensation Scheme established by the byelaw;
[ÒsyndicateÓ
means an underwriting member or group of underwriting members of LloydÕs underwriting
insurance business at LloydÕs through the agency of a LloydÕs underwriting
agent to which member or group a particular syndicate number is assigned by the
Council;]
NOTE
Òsyndicate
allocated capacityÓ has the meaning given in paragraph 1 of the Syndicate
Premium Income Byelaw (No. 6 of 1984, 201);
Òsyndicate
listÓ means, as the case may require, the syndicate schedule to any Standard
Agency Agreement executed pursuant to the Agency Agreements Byelaw (No. 1 of
1985, 304) or a schedule containing the particulars referred to in the
definition of ÒSyndicate ListÓ in Schedule 1 to the Agency Agreements Byelaw
(No. 8 of 1988, 310).
[2. (1) For
the purposes only of this byelaw except paragraph 13 Òindividual memberÓ meansÑ
(a) a
member of the Society who is an individual;
(b) an
individual who was at any time after 30 November 2001 but is no longer a member
of the Society;
(c) a
quasi-individual member;
(d) a
person or a Scottish limited partnership which was at any time after 30
November 2001 but no longer is a quasi-individual member.]
NOTE
[20. Claims
Relating to 1992 and Earlier Years of Account
(1) Subject
to sub-paragraphs (2) and (3), no member shall be eligible for compensation
under the scheme in respect of any liability to the extent that such liability
relates to the 1992 year of account or any earlier year of account, unless his
application for compensation has been received by the Council before 4 April
1996; and, accordingly, no application for compensation under the scheme shall
be made on or after that date.
(2) Sub-paragraph
(1) shall expire on 31 December 1996, or such sooner date as the Council may
specify, if Equitas Reinsurance Limited has not before that date
unconditionally reinsured members of LloydÕs in respect of such liabilities
allocated to 1992 or earlier years of account as the Council shall require
under the Reconstruction and Renewal Byelaw (No. 22 of 1995, 519).
(3) Sub-paragraph
(1) does not apply to any dispute referred to the MembersÕ Compensation Scheme
by means of an application for compensation received by the Council before 4
April 1996.]
NOTE
414. The
LloydÕs Arbitration Scheme (Members and Underwriting Agents Arbitration Scheme)
Byelaw
No. 15 of
1992, 7 October 1992
COMMENCEMENT
This
byelaw commenced on 7 October 1992.
AMENDMENTS
This
byelaw was amended by
LloydÕs
Arbitration Scheme (Members and Underwriting Agents Arbitration Scheme)
(Amendment) Byelaw (No. 10 of 1996)
Individual
Registration Byelaw (No. 13 of 1996)
Intermediary
Amendment Byelaw (No. 10 of 2000)
Annual
Subscribers Byelaw (No. 15 of 2000)
Amendment
Byelaw (No. 9 of 2001).
EXPLANATORY
NOTE
(This
note is not part of the byelaw.)
This
byelaw requires the Council to establish two administered schemes, the Tier 1
and the Tier 2 schemes, for the arbitration of disputes between Names and/or
underwriting agents. It also empowers the Council to make, by special
resolution, Rules for each scheme. Rules for both schemes were made by the
Council on 7th October 1992.
The
byelaw further provides for the appointment by the Council of a panel of
arbitrators for each scheme. Members of the panel for the Tier 1 scheme must be
lawyers qualified in England and Wales for not less than 5 years. The Tier 2
panel must include lawyers of not less than 10 years standing but may also have
other persons as members. The Council is also required to appoint the
Regulatory Board of LloydÕs to administer the schemes.
By
virtue of the Agency Agreements (Amendment No. 3) Byelaw (No. 4 of 1992) made
in April 1992, arbitrations under the standard agency agreements attached to
the Agency Agreements Byelaw (No. 8 of 1988) must be conducted under the
schemes established by this byelaw with effect from 1st January 1993.
The
Modified Arbitration Procedure Byelaw (No. 14 of 1987) is revoked with effect
from 1st January 1993 although arbitrations already commenced before that date
under the Modified Arbitration Procedure Rules will continue to be governed by
those Rules. After 1st January 1993 a dispute which would have qualified for
arbitration under the Modified Arbitration Procedure Rules must be brought
under the Rules of the Tier 1 scheme.
The Council
of LloydÕs in exercise of its powers under section 6(2) of, and paragraphs
(15), (24), (36) and (37) of Schedule 2 to, LloydÕs Act 1982 by special
resolution hereby makes the following byelaw.
1. The
Members and Underwriting Agents Arbitration Scheme
(1) The
Council shall as part of a scheme to be known as the LloydÕs Arbitration Scheme
establish and maintain forms of arbitration called the Members and Underwriting
Agents Tier 1 and Tier 2 Arbitration Schemes for the arbitration of certain
disputes between members of the Society and/or their underwriting agents, and
in certain circumstances other persons.
(2) The
Council may from time to time by special resolution make rules for the Members
and Underwriting Agents Tier 1 and Tier 2 Arbitration Schemes, which shall be
called the Tier 1 Arbitration Rules and the Tier 2 Arbitration Rules
respectively.
(3) Rules
made pursuant to sub-paragraph (2) above may inter alia include provisions for
determining to which of the Members and Underwriting Agents Tier 1 and Tier 2
Arbitration Schemes disputes shall be referred or transferred.
2. Appointment
of Panels
(1) The
Council shall appoint individuals to be members of the Tier 1 and Tier 2
Arbitration Scheme Panels of Arbitrators in accordance with the provisions of
this paragraph.
(2) Individuals
appointed to the Tier 1 Arbitration Scheme Panel of Arbitrators shall be or
shall have been either practising barristers or solicitors of not less than
five years standing in England and Wales or persons who hold or have held
judicial office in England and Wales.
(3) Individuals
appointed to the Tier 2 Arbitration Scheme Panel of Arbitrators shall be or
shall have been either practising barristers or solicitors of not less than ten
years standing or persons who hold or have held judicial office or other
suitable persons.
(4) Each
Arbitration Scheme Panel Member shall be appointed for such periods and on such
terms as to remuneration, reimbursement of expenses and otherwise as the
Council shall determine and any appointment may be renewed or terminated at any
time at the discretion of the Council.
(5) An
individual who has ceased to be a member of the Tier 1 or the Tier 2
Arbitration Scheme Panel of Arbitrators may continue to act as an arbitrator in
an arbitration which commenced before he ceased to be a member of the
Arbitration Scheme Panel of Arbitrators.
3. Appointment
of Administrator
(1) The
Council shall appoint the Regulatory Board of LloydÕs to be the Administrator
of the Tier 1 and Tier 2 Arbitration Schemes.
(2) The
Administrator may delegate any of its powers or duties to one or more
individuals specified by it.
4. Commencement
and application
(1)
This byelaw shall come into force on 7th October 1992.
(2)
The Modified Arbitration Procedure Byelaw (No. 14 of 1987) is revoked with
effect from 1st January 1993.
(3)
Subject to sub-paragraph (4) below, the Modified Arbitration Procedure Rules
are revoked with effect from 1st January 1993.
(4)
The Modified Arbitration Procedure Rules shall continue to apply to
arbitrations in respect of which a request for arbitration under the Modified
Arbitration Procedure Rules has been received by the Deputy Chairman and Chief
Executive of the Society or the Head of Regulatory Services of the Society by
31st December 1992.
(5)
Subject to sub-paragraph (4) above, as from 1st January 1993 any reference in
any agreement (whether made before on or after that date) to the Modified
Arbitration Procedure shall be construed as a reference to the Members and
Underwriting Agents Tier 1 Arbitration Scheme.
(6)
On and after 1st January 1993 any request for arbitration which could prior to
that date have been made under the Modified Arbitration Procedure Rules shall
be made under the Tier 1 Arbitration Rules.
(7)
Nothing in paragraph 22(a) of the Standard Agency Agreement in Schedule 1 to
the Agency Agreements Byelaw (No. 1 of 1985, 304) shall prevent a dispute being
arbitrated under the Members and Underwriting Agents Tier 1 Arbitration Scheme
or in an appropriate case being transferred to Tier 2.
(8)
The Tier 1 or, as the case may be, Tier 2 Arbitration Rules applicable to any
arbitration shall be the Rules as in force at the date on which the first
relevant request for arbitration is received by the Administrator.
(9)
In this paragraph, ÒModified Arbitration Procedure RulesÓ means any rules made
under the Modified Arbitration Procedure Byelaw (No. 14 of 1987).
Tier 1
Arbitration Scheme Rules (1992)
Pursuant to
its powers under paragraph 1 of the LloydÕs Arbitration Scheme (Members and
Underwriting Agents Arbitration Scheme) Byelaw (No. 15 of 1992, 414) the
Council by special resolution hereby makes the following Tier 1 Arbitration
Rules.
These
Rules shall apply to every application for arbitration under the Tier 1
Arbitration Scheme received on or after 1st January 1993 by the Administrator
of the Tier 1 Arbitration Scheme (Òthe AdministratorÓ) being a person or body
appointed from time to time by the Council of LloydÕs or a person authorised by
the Council to make such appointment.
Introduction
1(1)
These Rules provide a method of resolving disputes arising between any member
of the Society (Òthe memberÓ, which expression shall where appropriate include
assigns or personal representatives) as Claimant and his membersÕ agent or his
managing agent or his coordinating agent or any substitute agent (Òthe agentÓ)
where the sum (if any) claimed by the member does not exceed £100,000 or the
claim is transferred from the Tier 2 Arbitration Scheme.
1(2)
The Arbitration Rules applicable to any arbitration shall be the Rules in force
at the date on which the first relevant request for arbitration is received by
the Administrator.
[1(3)
For the purposes of Rule 1(1) the expression Òany member of the SocietyÓ shall
be deemed to includeÑ
(a) an
individual who was at any time after 30 November 2001 but no longer is a member
of the Society;
(b) a
person or a Scottish limited partnership which was at any time after 30
November 2001 but no longer is a quasi-individual member.]
NOTE
2.
The member but not the agent shall have the right to seek a reference under the
Tier 1 Arbitration Scheme as respects any dispute of the kind mentioned in Rule
1.
Procedure
Commencement
3(1) Where
the member wishes to commence an arbitration under these Rules he shall send to
the Administrator a written request for arbitration under these Rules (Òthe
RequestÓ) which shall include:
(a) the
names and addresses of the intended parties to the arbitration, which addresses
shall be the addresses for the service of documents, unless a party notifies a
different address to the Administrator and other parties;
(b) a
statement setting out the amounts claimed (if any) and describing the nature of
the claim or claims;
(c) if
possible the name of a proposed sole arbitrator from the Tier 1 Arbitration
Scheme Panel of Arbitrators (such panel being approved by the Council) (the
ÒTier 1 PanelÓ) agreed by all parties to the arbitration, provided that the
member has ascertained from the proposed arbitrator that he is willing and able
to conduct the reference without undue delay and has no prior material
involvement with the parties or the dispute; and
(d) copies
of all relevant documents in the possession of the member, except documents
which do not have to be disclosed in legal proceedings.
3(2) With
the Request the member shall send to the Administrator a statement that to the
best of his knowledge and belief the Society does not have any interest in the
dispute and his claim does not involve any claim against the Society or, if the
Society has an interest or the claim does involve any claim against the
Society, a statement of the nature of such interest or claim.
3(3) If
it appears to the Administrator that the statement referred to in Rule 3(1)(b)
is not sufficiently precise the Administrator shall require the member to
provide a further statement or statements before the Administrator takes any
further steps with regard to the Request; and Òthe RequestÓ shall hereafter in
these Rules be taken to include any further statement required under this Rule
in addition to the statement referred to in Rule 3(1)(b).
4.
If any party contends that the Society has a material interest in the result of
the dispute (in consequence of an allegation made by or against the Society or
otherwise) the functions of the Administrator and any Council or Committee
member of officer or employee of the Society under these Rules in relation to
the dispute shall prior to the appointment of the Arbitrator be performed by
the Chartered Institute of Arbitrators and after the appointment of the
Arbitrator be performed under Rules 7(4), 25(1) or 25(2) by the Chartered
Institute of Arbitrators and otherwise by the Arbitrator or as the Arbitrator
shall direct. The Arbitrator may direct that the Society has no material
interest and that the arbitration should proceed accordingly.
5.
The Administrator shall if satisfied that the Request accords with these Rules
(1) inform
the member that the Request is accepted;
(2) inform
the agent that the Request has been accepted and send to the agent a copy of it
as soon as practicable;
(3) obtain
a declaration from the agent, which the agent shall be obliged to give in the
following terms within 5 working days of receipt of a copy of the Request:
(a) notifying
any similar claims which have been made against the agent;
(b) undertaking
to notify any further similar claims made against the agent prior to the issue
of the Award;
(4) unless
in exceptional circumstances the Administrator considers it in- appropriate to
do so inform the parties of any other disputes known to the Administrator which
might appropriately be determined in conjunction with the dispute between the
parties.
6(1) A
member, upon submission by him of the Request, and the agent upon notification
to him by the Administrator of the Request, shall be under a continuing
obligation to preserve all documentation and other material which may be
relevant to the Request and to keep confidential any information (including but
not restricted to any document, report or award) received as a result of the
arbitration and to which confidentiality attaches.
6(2) The
Administrator may disclose
(a) the
existence of the arbitration to other members or agents involved with similar
claims;
(b) the
Award (and the reasons) to other arbitrators under the LloydÕs Arbitration
Scheme;
(c) a
summary of the reasons for the Award in any manner deemed fit by the
Administrator;
(d) such
details as the Administrator deems appropriate in reports on this arbitration
scheme made from time to time.
Appointment
of Arbitrator
7(1) Upon
being advised by the Administrator that the Request has been accepted the
parties shall (if they have not already done so) jointly appoint a sole
arbitrator from the Tier 1 Panel. If the parties fail to agree on an arbitrator
within 15 working days of the receipt of the notification of such acceptance
they shall so inform the Administrator and the Administrator shall appoint the
arbitrator from the Panel and notify the parties accordingly.
7(2) On
or before the appointment of the Arbitrator the Administrator shall obtain the
ArbitratorÕs or proposed ArbitratorÕs confirmation that he is ready willing and
able to conduct the reference without undue delay and has no prior material
involvement with the parties or the dispute.
7(3)
As soon as possible after the appointment of the Arbitrator the Administrator
shall inform the Arbitrator of any other relevant disputes or awards of which
the Administrator is or becomes aware.
7(4)
The Arbitrator will normally be appointed in accordance with the terms of
appointment contained in the Schedule to these Rules, but the Administrator
shall be entitled to vary these terms as the Administrator considers
appropriate in any particular case.
Preliminary
consideration and hearings
8. The
Arbitrator shall consider the Request and accompanying documents as soon as
possible and shall when appropriate (as often as appropriate and before or
after receipt of the Response referred to in Rule 10(1))indicate to the
parties:
(1)
if he considers that the arbitration relates to more than one dispute
(including any dispute in respect of a counterclaim by the agent) between the
same or different parties and that it ought to be considered whether or not all
of the disputes can or ought to be determined in the arbitration;
(2)
if it appears to him that transfer of the claim to Tier 2 should be considered,
and if so why, having regard to
(a) the
amount at stake;
(b) whether
the dispute is otherwise important and, in particular, whether it raises
questions of importance to persons who are not parties or a question of general
interest, on the basis of information provided by the Administrator;
(c) the
complexity of the dispute;
(d) the
existence of related disputes including any counterclaim;
(e) any
expressed wishes of the parties;
(f) the
type of agent involved in the dispute;
(g) any
other matters which the Arbitrator considers relevant;
(3)
if he considers that any other dispute might appropriately be determined in
conjunction with the dispute between the parties;
(4)
what further documents should be produced by whom and when;
(5)
what clarification is required from whom and when.
9(1)
If it appears to the Arbitrator that consideration should be given to the
matters referred to in Rule 8(1) to (3) above, he shall immediately convene a
hearing for the purpose of determining whether:
(a) one
or more of several disputes should not be determined in the arbitration;
(b) any
claim should be transferred to Tier 2;
(c) with
the agreement of any other arbitrator concerned the claim should be determined
together with other appropriate claims between the same or different parties
and if so establishing the procedure for such determination.
9(2)
If there is a counterclaim for more than £100,000 the arbitration shall not be
transferred for that reason to Tier 2 without the agreement of the member, but
if the member does not agree to transfer to Tier 2, the Arbitrator may if
appropriate make an award in favour of the agent in excess of £100,000.
9(3)
Unless the Arbitrator determines otherwise, hearings shall take place in
English in London.
Response
and Reply
10(1) The
agent may within 20 working days after the date of receipt by him from the
Administrator of the Request send to the Administrator a written Response to
the Request and if appropriate to any indication from the Arbitrator under Rule
8 (Òthe ResponseÓ) accompanied by any relevant documents in the possession of
the agent not sent with the Request, except documents which do not have to be
disclosed in legal proceedings. If he does so he shall send copies to the
member and to the Arbitrator. The Response shall further state the names of any
further parties against whom the agent wishes to pursue a related claim who
have agreed that such claim shall be determined in the arbitration and set out
the nature of such claim.
10(2)
The agent may in the Response make a counterclaim against the member.
10(3)
Subject to Rule 19, if the agent does not send a Response within the time
prescribed in Rule 10(1) he will be deemed to have waived the right to do so
and the Arbitrator shall proceed accordingly.
10(4)
Upon receipt of the Response, the member may within 15 working days after the
date of receipt make further comments (Òthe ReplyÓ) which shall be limited to
points arising from the Response or any indications from the Arbitrator under Rule
8. If he does so he shall send copies to the Administrator, the agent and to
the Arbitrator.
Further
consideration and hearings
11(1) Unless
the Arbitrator considers it to be unnecessary and even in such case if all the
parties so request, the Arbitrator shall as soon as appropriate after receipt
of the Reply or expiry of the time for Response or Reply request the
Administrator to arrange a hearing at or following which the Arbitrator may:
(a) decide
upon any claim or counterclaim or some of the issues arising;
(b) formulate
any issues of fact to be investigated under Rule 13;
(c) determine
whether any further written comments are appropriate from whom and by when;
(d) otherwise
decide how the reference should proceed.
11(2)
If the Arbitrator considers it appropriate the Arbitrator may exercise the
powers under this Rule without a hearing, except (if the agent has served a
Response) that in paragraph 11(1)(a).
12(1)
Subject to any agreement to the contrary between all parties, the Arbitrator shall
not be bound by any formal rule of evidence or procedure and shall endeavour to
decide the claim or any individual issue on the documents before him, including
any factual report, at any appropriate time.
12(2)
The Arbitrator may, if he considers it appropriate, or if all parties so
request, hear the evidence of any witness which any party may wish to call. The
Arbitrator may also require before a hearing the exchange of witnessesÕ
statements and of expertsÕ reports on terms determined by the Arbitrator. In
the event of a party being allowed to call a witness, the other party shall be
notified by the Arbitrator accordingly and shall have the right to attend,
examine the witness and comment on the evidence given.
12(3)
If it appears to the Arbitrator that any member, officer, or employee of the
Society, [[É]], any underwriting agent, any director, partner or employee of a
LloydÕs broker or an underwriting agent, any annual subscriber [[[or]]] [, any
registered individual], [[[É]]] has or may have knowledge or information
relevant to any claim, or has or may have in his or its possession, custody,
power or control documents or other material relevant thereto (including
information, documents or other material relating to the affairs of principals
and clients of LloydÕs brokers, underwriting agents or other persons), the
Arbitrator may require him or it (in the case of a LloydÕs broker or an
underwriting agent, by a director, partner or officer thereof) to attend before
the Arbitrator to give oral evidence, to answer questions, to produce or make
available such documents or other material and to permit copies thereof to be
made. In the event of such request to attend all parties shall be notified by
the Arbitrator accordingly and shall have the right to attend and comment on
the evidence given or documents produced.
12(4)
The Arbitrator may if he considers it necessary obtain the opinion of an
expert, who shall if appropriate be an employee of the Society, on any question
arising in the arbitration.
12(5)
The Arbitrator shall at the earliest possible stage of the arbitration consider
relevant awards already issued, but shall not rely on any award without
previously communicating the substance of any part of the award relied on to
the parties, or in exceptional circumstances without informing the parties why
it is inappropriate to do so in order to preserve confidentiality or otherwise.
NOTE
Factual
report
13.
Unless the Arbitrator decides that it is unnecessary, employees of the Society
and any professional advisers or experts employed by them (Òthe staffÓ) shall,
as soon as possible following a request from the Arbitrator to the
Administrator, prepare a draft report setting out the facts relevant to the
issues in dispute as determined by the Arbitrator. For this purpose the parties
shall render the staff all assistance and facilities for the preparation of the
report including making available such documentation or other material (except
documents which do not have to be disclosed in legal proceedings) as the staff
shall request and giving the staff reasonable opportunity to interview any
witnesses upon whom any party wishes to rely.
14.
The staff may apply to the Arbitrator for guidance at any time. Any guidance
given shall (unless the Arbitrator in exceptional circumstances indicates
otherwise) be noted in the appropriate report.
15.
Upon receipt from the staff of the draft report referred to in Rule 15, the
Administrator shall send copies to the Arbitrator and to the parties. The
parties may comment thereon within 15 working days after the date of receipt
(or, in the case of a member principally resident outside the United Kingdom,
such longer period as the Arbitrator shall in his discretion think fit). The
Administrator shall send a copy of any comments received under this Rule to the
Arbitrator and any other party.
16.
After the expiry of the period referred to in Rule 15 the staff shall prepare a
final report which when completed they shall send to the Administrator and the
Administrator shall forward a copy to the Arbitrator and the parties. Any
findings of fact made by the staff in the final report shall be prima facie
evidence of the facts so found. Where a finding of fact is made by the staff on
a material matter in dispute between the parties the report shall set down in
full the arguments of all parties on that matter and the reason or reasons for
the finding. Where the staff are unable to make a finding of fact on a material
matter this shall be stated in the report.
17.
Within 10 working days after receiving the final report referred to in Rule 16
the parties shall submit any comments thereon or on the future course of the
arbitration to the Arbitrator, who shall as soon as possible after such period
proceed with the arbitration as determined under Rule 11(1) or if no
determination has been made, as he deems appropriate.
18.
The Arbitrator may request the Administrator to direct the staff to prepare a
supplemental report setting out on the basis referred to in Rules 13 to 17
further facts relevant to the issues in dispute. The Administrator shall send
copies of any such supplemental report to the parties. The parties shall have a
period of 10 working days from the date of receipt of the supplemental report
in which to make comments thereon. On expiry of that period the Administrator
shall send the supplemental report and any comments made by the parties to the
Arbitrator.
Discretion
of the Arbitrator
19.
Subject to any procedural matters agreed by the parties or contained in these
Rules, the Arbitrator shall have the widest discretion allowed by law to ensure
the just, expeditious, economical and final determination of the dispute and to
determine the procedure of the Arbitration as he deems fit including
(1) to
convene a hearing whenever he deems it appropriate;
(2) in
appropriate circumstances to extend any time limit under these Rules;
(3) to
adjourn the arbitration at the request of any party or of his own motion.
Legal
Representation
20(1) If
the claim is for £50,000 or less, no legally qualified representative shall
attend any hearing unless either
(a) the
member gives notice to the contrary not less than 3 working days prior to the
hearing, which notice shall apply to any subsequent hearing or
(b) the
Arbitrator decides otherwise.
20(2)
If the agent wishes to be represented by a person having any legal
qualification, the agent shall give notice of the name of the person and the
nature of the qualification not less than 3 working days prior to the hearing,
which notice shall apply to any subsequent hearing. The Arbitrator shall decide
as soon as possible whether to allow such representation and on what
conditions.
Otherwise
nothing in these Rules shall prevent either party from having legal
representation.
Award
21(1)
The Arbitrator shall as soon as reasonably possible make and sign the Award in
England and send the Award to the parties and to the Administrator and he shall
set out the reasons for his decision in his Award, together with a summary of
such reasons for possible publication.
21(2)
Within 10 working days of receiving an Award, unless another period of time has
been agreed upon by the parties, a party may by notice to the Arbitrator
request the Arbitrator to correct in the Award any errors in computation, any
clerical or typographical errors or any errors of a similar nature. If the
Arbitrator considers the request to be justified, he shall make the corrections
in England within 10 working days of receiving the request. Any correction
shall be notified in writing to the parties and shall become part of the Award.
21(3)
The Arbitrator may correct any error of the type referred to in Rule 21(2) on
his own initiative in England within 10 working days of the date of the Award.
Any such correction shall be notified in writing to the parties and shall
become part of the Award.
21(4)
The Award shall be final and binding on all parties.
Costs and
Security
22(1)
Save in the circumstances set out in paragraph 2 of this Rule each party shall
bear his own costs, and the ArbitratorÕs fees and expenses and all other costs
and expenses shall be borne by the Society as part of the administrative
expenses of the procedure.
22(2)
If the Arbitrator considers one party to have acted unreasonably either in
bringing the claim or in defending the same or in making or defending a
counterclaim or in conducting the proceedings he may direct that such party
bear a part or all of the costs of the other or a part or all of the
ArbitratorÕs fees and expenses or any other costs or expenses or make one or
several interim or final payments on account of the costs of the arbitration or
provide security by way of deposit or bank guarantee or in any other manner the
Arbitrator thinks fit for the legal or other costs of any other party or for all
or part of any amount in dispute in the arbitration or for any interest or
costs.
22(3)
If an order under Rule 22(2) is not complied with, the Arbitrator may disregard
claims or counterclaims or defences of the non-complying party, although he may
proceed to determine upon claims or counterclaims or defences of complying
parties.
22(4)
By agreeing to arbitration under these Rules the parties shall be taken to have
agreed to apply only to the Arbitrator, and not to any court of law or other
judicial authority for an order under Rule 22(2).
Interest
23.
The Arbitrator has the discretion to award interest on any sum which is the
subject of the reference but which is paid before the Award and on any sum he
awards at such rate and for such period as he thinks fit.
Delegation
24.
The Administrator may delegate any of the AdministratorÕs powers or duties
under these Rules.
Vacancy
25(1)
If the Arbitrator should die, resign, withdraw, be disqualified or otherwise be
unable or unwilling to act, the Administrator shall immediately notify the
parties who shall thereupon jointly appoint a replacement Arbitrator from the
Panel. If the parties cannot agree upon such replacement within 10 working days
of the receipt of the notification of the vacancy from the Administrator, they
shall so inform the Administrator and the Administrator shall appoint an
arbitrator from the Panel and notify the parties accordingly.
25(2)
If the Arbitrator or any of the parties notifies the Administrator that, due to
other commitments of the Arbitrator or otherwise, the Arbitrator is not able to
proceed with the arbitration with reasonable expedition, the Administrator
shall consult with the parties, if appropriate at a meeting convened for the
purpose, and shall endeavour to agree with the parties what action, if any,
should be taken. If the parties and the Administrator cannot agree as to what
if any action should be taken, the Administrator shall decide what if any
action is to be taken. The Administrator shall not at any time inform the
Arbitrator that an application under this Rule has been made by a party. Rule
25(1) shall apply if it is decided that the Arbitrator should be replaced.
Governing
Law
26.
The arbitration shall be conducted and these Rules shall be governed by and construed
in accordance with the laws of England, including the Arbitration Acts 1950 to
1979.
Limitation
of actions
27.
For the purposes of any limitation period the action shall be deemed to have
been brought when the Request is sent to the Administrator pursuant to Rule 3.
[5. Disputes
Relating to 1992 and Earlier Years of Account
(1) Subject
to sub-paragraph (2) and (3), no dispute shall, to the extent that it relates
to the 1992 years of account or any earlier year of account, be referable to
arbitration under the Tier 1 or Tier 2 Arbitration Schemes after 3 April 1996;
and, accordingly, no request for arbitration under either scheme shall be made
after that date.
(2) Sub-paragraph
(1) shall expire on 31 December 1996, or such sooner date as the Council may
specify, if Equitas Reinsurance Limited has not before that date
unconditionally reinsured members of LloydÕs in respect of such liabilities
allocated to 1992 or earlier years of account as the Council shall require
under the Reconstruction and Renewal Byelaw (No. 22 of 1995, 519).
(3) Sub-paragraph
(1) does not apply to any dispute referred to arbitration under the Tier 1
Arbitration Scheme or the Tier 2 Arbitration Scheme by means of a request
received by the Administrator before 4 April 1996.]
NOTE
Schedule 1
Terms of
Appointment of Tier 1 Arbitrator
1.
The Arbitrator understands that the purpose of the Tier 1 Arbitration Scheme is
to determine disputes as quickly and economically as possible, and undertakes
to conduct and conclude the arbitration in accordance with the Rules with this
purpose in mind.
2.
The Arbitrator undertakes to inform the Administrator and the parties if due to
circumstances beyond his control or otherwise other commitments of the
Arbitrator appear likely to cause substantial delay to the progress of the
arbitration at any time, in which case Rule 25 may be applied.
3.
The Arbitrator undertakes that if any papers or written submissions are
submitted to him a reasonable time prior to any hearing, he will consider such
documents prior to the hearing.
4.
Fees and expenses as agreed between the Arbitrator and LloydÕs from time to
time will be paid to the Arbitrator by LloydÕs.
Tier 2
Arbitration Scheme Rules (1992)
Pursuant to
its powers under paragraph 1 of the LloydÕs Arbitration Scheme (Members and
Underwriting Agents Arbitration Scheme) Byelaw (No. 15 of 1992, 414) the
Council by special resolution hereby makes the following Tier 2 Arbitration
Rules.
These
Rules shall apply to every application for arbitration under the Tier 2
Arbitration Scheme received on or after 1st January 1993 by the Administrator
of the Tier 2 Arbitration Scheme (Òthe AdministratorÓ) being a person or body
appointed from time to time by the Council of LloydÕs or a person authorised by
the Council to make such appointment.
Introduction
1(1)
These Rules provide a method of resolving disputes arising between any member
or members of the Society (Òthe memberÓ which expression shall where
appropriate include assigns or personal representatives) and/or a membersÕ
agent or managing agent or coordinating agent or any substitute agent (Òthe
agentÓ) or any of them where the claim is made by the agent or the sum claimed
by the member exceeds £100,000 or the dispute is transferred from the Tier 1
Arbitration Scheme or does not fall within the Tier 1 Arbitration Scheme.
1(2)
The Arbitration Rules applicable to any arbitration shall be the Rules in force
at the date on which the first relevant request for arbitration is received by
the Administrator.
[1(3)
For the purposes of Rule 1(1) the expression Òany member of the SocietyÓ shall
be deemed to includeÑ
(a) an
individual who was at any time after 30 November 2001 but no longer is a member
of the Society;
(b) a
person or a Scottish limited partnership which was at any time after 30
November 2001 but no longer is a quasi-individual member.]
NOTE
2.
The member or the agent shall have the right to seek a reference under the Tier
2 Arbitration Scheme as respects any dispute of the kind mentioned in Rule 1.
Procedure
Commencement
3(1)
Where the member or the agent (Òthe ClaimantÓ which expression shall where
appropriate include all claimants) wishes to commence an arbitration under
these Rules he shall send to the Administrator a written request for arbitration
under these Rules (Òthe RequestÓ) which shall include:
(a) the
names and addresses of the Claimant and other intended parties to the
arbitration (Òthe RespondentsÓ), which addresses shall be the addresses for the
service of documents, unless a party notifies a different address to the
Administrator and other parties;
(b) a
Statement of Case setting out the facts and the relief claimed in sufficient
detail and a brief outline of any contentions of law on which he relies;
(c) (i)the
name of a proposed arbitrator resident in the European Community agreed by all
Claimants; or
(ii)a
proposed sole arbitrator resident in the European Community agreed by all
parties to the arbitration, being on the Tier 2 Arbitration Scheme Panel of
Arbitrators (the ÒTier 2 PanelÓ) (such panel being approved by the Council) and
a Judge or retired Judge appointed to sit in England or Wales or a barrister or
solicitor qualified in England, provided in either case that the Claimant has
ascertained from the proposed arbitrator that he is ready willing and able to
conduct the reference without undue delay and has no prior material involvement
with the parties or the dispute; or
(iii)a
statement that all parties to the arbitration have agreed that there should be
a sole arbitrator;
(d) copies
of all relevant documents in the possession of the Claimant, except documents
which do not have to be disclosed in legal proceedings.
3(2)
With the Request the member shall send to the Administrator a statement that to
the best of his knowledge and belief the Society does not have any interest in
the dispute and his claim does not involve any claim against the Society or, if
the Society has an interest or the claim does involve any claim against the
Society, a statement of the nature of such interest or claim.
3(3)
If it appears to the Administrator that the Statement referred to in Rule
3(1)(b) is not sufficiently precise the Administrator shall require the
Claimant to provide a further statement or statements before the Administrator
takes any further steps with regard to the Request; and Òthe RequestÓ shall
thereafter in these Rules be taken to include any further Statement required
under this Rule in addition to the statement referred to in Rule 3(1)(b).
4.
If any party contends that the Society has a material interest in the result of
the dispute (in consequence of an allegation made by or against the Society or
otherwise) the functions of the Administrator and any Council or Committee
member or officer or employee of the Society under these Rules in relation to
the dispute shall prior to the appointment of the Arbitrators be performed by
the Chartered Institute of Arbitrators and after the appointment of the
Arbitrators be performed under Rules 7(8), 26(1) or 26(2) by the Chartered
Institute of Arbitrators and otherwise by the Arbitrators or as the Arbitrators
shall direct. The Arbitrators may direct that the Society has no material
interest and that the arbitration should proceed accordingly.
5.
The Administrator shall if satisfied that the Request accords with these Rules
(1) inform
the Claimant that the Request is accepted;
(2) inform
all Respondents that the Request has been accepted and send to all Respondents
a copy of it as soon as practicable;
(3) obtain
a declaration from all Respondents, which all Respondents shall be obliged to
give in the following terms within 5 working days of receipt of a copy of the
Request:
(a) notifying
any similar claims which have been made against any of them;
(b) undertaking
to notify any further similar claims made against them prior to the issue of
the Award;
(4) unless
in exceptional circumstances the Administrator considers it inappropriate to do
so inform the parties of any other disputes known to the Administrator which
might appropriately be determined in conjunction with the dispute between the
parties.
6(1)
A Claimant, upon submission by him of the Request, and a Respondent upon
notification to him by the Administrator of the Request, shall be under a
continuing obligation to preserve all documentation and other material which
may be relevant to the Request and to keep confidential any information
(including but not restricted to any document, report or award) received as a
result of the arbitration and to which confidentiality attaches.
6(2)
The Administrator may disclose
(a) the
existence of the arbitration to other members or agents involved with similar
claims;
(b) the
Award (and the reasons) to other arbitrators under the LloydÕs Arbitration
Scheme;
(c) a
summary of the reasons for the Award in any manner deemed fit by the
Administrator;
(d) such
details as the Administrator deems appropriate in reports on this arbitration
scheme made from time to time.
Appointment
of Arbitrators
7(1)
Upon being notified by the Administrator that the Request has been accepted the
parties may within 5 working days (if they have not already done so for Tier 2)
jointly appoint a sole arbitrator resident in the European Community (being a
Judge or retired Judge appointed to sit in England or Wales, or a barrister or
solicitor qualified in England) on the Tier 2 panel or jointly invite the
Administrator to do so.
7(2)
Unless a sole arbitrator is appointed, the Respondents may together within 10
working days of the notification referred to in Rule 7(1) appoint one
arbitrator resident in the European Community or request the Administrator to
do so. If the Respondents do not appoint or request the appointment of an
arbitrator within such period, the Arbitrator appointed by the Claimant shall
be sole Arbitrator if a Judge or retired Judge appointed to sit in England or
Wales, or a barrister or solicitor qualified in England, on the Tier 2 panel.
If not, the Claimant shall be entitled to remove such Arbitrator and appoint as
sole Arbitrator a Judge or retired Judge appointed to sit in England or Wales,
or a barrister or solicitor qualified in England, on the Tier 2 panel and
resident in the European Community.
7(3)
If two Arbitrators are appointed, the Arbitrators thus appointed shall within 10
working days of the appointment by the Respondents appoint a Judge or retired
Judge appointed to sit in England or Wales, or a barrister or solicitor
qualified in England (who shall be resident in the European Community and on
the Tier 2 panel or the Tier 1 arbitrator already appointed) as third
arbitrator and Chairman.
7(4)
If the arbitrators fail to agree on a Chairman within such period of 10 working
days they shall so inform the Administrator and the Administrator shall appoint
a Judge or retired Judge appointed to sit in England or Wales, or a barrister
or solicitor qualified in England (who shall be resident in the European
Community and on the Tier 2 panel or the Tier 1 arbitrator already appointed)
as third arbitrator and Chairman and shall so notify the parties accordingly.
7(5)
No-one shall be appointed as arbitrator unless resident in the European
Community and the proposed arbitrator has confirmed that he is already willing
and able to conduct the reference without undue delay and has no prior material
involvement with the parties or the dispute.
7(6)
On or before the appointment of the Arbitrators the Administrator shall obtain
the ArbitratorsÕ or proposed ArbitratorsÕ confirmation that they are ready
willing and able to conduct the reference without undue delay and have no prior
material involvement with the parties or the dispute.
7(7)
As soon as possible after the appointment of the Arbitrators the Administrator
shall inform the Arbitrators of any other relevant disputes or Awards of which
the Administrator is or becomes aware.
7(8)
The Arbitrators should normally be appointed in accordance with the terms of
appointment contained in the Schedule to these Rules, but the parties shall be
entitled to vary these terms as they consider appropriate in any particular
case.
Preliminary
consideration and hearings
8.
The Arbitrators shall consider the Request and accompanying documents as soon
as possible and shall when appropriate (as often as appropriate and before or
after receipt of the Statement of Defence referred to in Rule 10(1)) indicate
to the parties:
(1) if
they consider that the arbitration relates or might relate to more than one
dispute (including any dispute between any of the Respondents and any other
party) between the same or different parties and that it ought to be considered
whether or not all of the disputes ought to be determined in the arbitration;
(2) if it
appears to them that transfer of the claim to Tier 1 should be considered, and
if so why, having regard to
(a) the
amount at stake;
(b) whether
the dispute is otherwise important and, in particular, whether it raises
questions of importance to persons who are not parties or a question of general
interest, on the basis of information provided by the Administrator;
(c) the
complexity of the dispute;
(d) the
existence of related disputes;
(e) any
expressed wishes of the parties;
(f) the
type of agent involved in the dispute;
(g) any
other matters which the Arbitrators consider relevant.
(3) if
they consider that any other dispute might appropriately be determined in
conjunction with the dispute between the parties;
(4) what
further documents should be produced by whom and when;
(5) what
clarification is required from whom and when.
9(1)
If it appears to the Arbitrators that consideration should be given to the
matters referred to in Rule 8(1) and 8(3) above, they shall immediately convene
a hearing for the purpose of determining whether:
(a) one
or more of several disputes should not be determined in the arbitration;
(b) any
claim should be transferred to Tier 1;
(c) with
the agreement of any other arbitrator concerned the claim should be determined
together with other appropriate claims between the same or different parties
and if so establishing the procedure for such determination.
9(2)
Unless the Arbitrators determine otherwise, hearings shall take place in
English in London.
Statement
of Defence and Reply
10(1)
A Respondent may within 30 working days after the date of receipt by him of the
Request from the Administrator send to the Arbitrators and the Claimant a
Statement of Defence stating in sufficient detail which of the facts and claims
and in outline which of the contentions of law in the Statement of Case he
admits or denies, on what grounds, and on what other facts and (in outline)
contentions of law he relies and if appropriate commenting on any indication
from the Arbitrators under Rule 8. Any Counterclaim shall be submitted with the
Statement of Defence setting out in sufficient detail the facts and the relief
claimed and a brief outline of any contentions of law on which the Respondent
relies. The Statement of Defence shall further state the names of any further
parties against whom the Respondent wishes to pursue a related claim who have
agreed that such claim shall be determined in the arbitration and set out the
nature of such claim.
10(2)
Subject to Rule 19(1), if the Respondent does not send a Statement of Defence
within the time prescribed in Rule 10(1) he will be deemed to have waived the
right to do so and the Arbitrators shall proceed accordingly.
10(3)
Within 20 working days of receipt of the Statement of Defence, the Claimant may
send to the Arbitrators and the Respondent a Statement of Reply which, where
there is a Counterclaim that the Claimant wishes to defend, shall include a
Defence to the Counterclaim.
10(4)
If the Statement of Reply contains a Defence to Counterclaim, the Respondent
may within a further 15 working days send to the Arbitrators and to the Claimant
a Statement of Reply to the Defence to Counterclaim.
10(5)
All Statements referred to in these Rules shall be accompanied by copies (or,
if they are especially voluminous, lists) of all relevant documents in the
possession of the party concerned and which have not previously been submitted
by any party, except documents which do not have to be disclosed in legal
proceedings.
10(6)
Copies of all Statements referred to in these Rules shall be sent to the
Administrator.
Further
consideration and hearings
11(1)
Unless the Arbitrators consider it to be unnecessary and even in such case if
all of the parties so request, the Arbitrators shall as soon as appropriate
after receipt of the last pleading under Rule 10 or expiry of the time for any
further pleading request the Administrator to arrange a hearing at or following
which the Arbitrators may:
(a) decide
upon any claim or counterclaim or some of the issues arising;
(b) decide
whether any issues of fact should be investigated under Rule 13, and if so formulate
them;
(c) determine
whether any further written comments are appropriate from whom and by when;
(d) otherwise
decide how the reference should proceed.
11(2)
If the Arbitrators consider it appropriate they may exercise the powers in this
Rule without a hearing, except (if a Statement of Defence has been served) that
in paragraph 11(1)(a).
12(1)
Subject to any agreement to the contrary between all parties, the Arbitrators
shall not be bound by any formal rule of evidence or procedure and shall
endeavour to decide the claim or any individual issue on the documents before
them, including any factual report, at any appropriate time.
12(2)
The Arbitrators may, if they consider it appropriate, or if all parties so
request, hear the evidence of any witness which any party may wish to call. The
Arbitrators may also require before a hearing the exchange of witnessesÕ
statements and of expertsÕ reports on terms determined by the Arbitrator. In
the event of a party being allowed to call a witness, the other party shall be
notified by the Arbitrators accordingly and shall have the right to attend,
examine the witness and comment on the evidence given.
12(3)
If it appears to the Arbitrators that any member, officer, or employee of the
Society, [É], any underwriting agent, any director, partner or employee of a
LloydÕs broker or an underwriting agent, [[or]] any annual subscriber, [[É]]
has or may have knowledge or information relevant to any claim, or has or may
have in his or its possession, custody, power or control documents or other
material relevant thereto (including information, documents or other material
relating to the affairs of principals and clients of LloydÕs brokers,
underwriting agents or other persons), the Arbitrators may require him or it
(in the case of a LloydÕs broker or an underwriting agent, by a director,
partner or officer thereof) to attend before the Arbitrators to give oral
evidence, to answer questions, to produce or make available such documents or
other material and to permit copies thereof to be made. In the event of such
request to attend all parties shall be notified by the Arbitrators accordingly
and shall have the right to attend and comment on the evidence given or
documents produced.
NOTE
12(4)
The Arbitrators may if they consider it necessary obtain the opinion of an
expert, who shall if appropriate be an employee of the Society, on any question
arising in the arbitration.
12(5)
The Arbitrators shall at the earliest possible stage of the arbitration
consider relevant awards already issued, but shall not rely on any award
without previously communicating the substance of any part of the award relied
on to the parties, or in exceptional circumstances without informing the
parties why it is inappropriate to do so in order to preserve confidentiality
or otherwise.
Factual
report
13. If
the Arbitrators decide that the preparation of a factual report would
contribute to the fair, expeditious and economical resolution of any dispute,
employees of the Society and any professional advisers or experts employed by
them (Òthe staffÓ) shall, as soon as possible following a request from the
Arbitrators to the Administrator, prepare a draft report setting out the facts
relevant to the issues in dispute as determined by the Arbitrators. For this
purpose the parties shall render that staff all assistance and facilities for
the preparation of the report including making available such documentation or
other material (except documents which do not have to be disclosed in legal
proceedings) as the staff shall request and giving the staff reasonable
opportunity to interview any witnesses upon whom any party wishes to rely. All
parties shall be jointly and severally liable to pay to the Society the
reasonable charges of the Society for the preparation of the report including
all expenses incurred.
14.
The staff may apply to the Arbitrators for guidance at any time. Any guidance
given shall (unless the Arbitrators in exceptional circumstances indicate
otherwise) be noted in the appropriate report.
15.
Upon receipt from the staff of the draft report referred to in Rule 13, the
Administrator shall send copies to the Arbitrators and to the parties. The
parties may comment thereon within 15 working days after the date of receipt
(or, in the case of a member principally resident outside the United Kingdom,
such longer period as the Arbitrators shall in their discretion think fit). The
Administrator shall send a copy of any comments received under this Rule to the
Arbitrators and any other party.
16.
After the expiry of the period referred to in Rule 15, the staff shall prepare
a final report which when completed they shall send to the Administrator and
the Administrator shall forward a copy to the Arbitrators and the parties. Any
findings of fact made by the staff in the final report shall be prima facie
evidence of the facts so found. Where a finding of fact is made by the staff on
a material matter in dispute between the parties the report shall set down in
full the arguments of all parties on that matter and the reason or reasons for
the finding. Where the staff are unable to make a finding of fact on a material
matter this shall be stated in the report.
17.
Within 10 working days after receiving the final report referred to in Rule 16
the parties shall submit any comments thereon or on the future course of the
arbitration to the Arbitrators, who shall as soon as possible after such period
proceed with the arbitration as determined under Rule 11(1) or if no
determination has been made, as they deem appropriate.
18.
The Arbitrators may request the Administrator to direct the staff to prepare a
supplemental report setting out on the basis referred to in Rules 13 to 17
further facts relevant to the issues in dispute. The Administrator shall send
copies of any such supplemental report to the parties. The parties shall have a
period of 10 working days from the date of receipt of the supplemental report
in which to make comments thereon. On expiry of that period the Administrator
shall send the supplemental report and any comments made by the parties to the
Arbitrators.
Discretion
of the Arbitrators
19(1)
Subject to any procedural matters agreed by the parties or contained in these
Rules, the Arbitrators shall have the widest discretion allowed by law to
ensure the just, expeditious, economical and final determination of the dispute
and to determine the procedure of the Arbitration as they deem fit including
(a) to
convene a hearing whenever they deem it appropriate;
(b) in
appropriate circumstances to extend any time limit under these Rules;
(c) to
adjourn the arbitration at the request of any party or of their own motion.
19(2)
In the case of a three-member tribunal, the Chairman of the Arbitrators may
make procedural rulings alone.
Legal Representation
20.
Nothing in these Rules shall prevent any party from having legal
representation.
Award
21(1)
The Arbitrators shall as soon as reasonably possible make and sign the Award in
England and send their Award to the parties and to the Administrator and they
shall set out the reasons for their decision in their Award, together with a
summary of such reasons for possible publication.
21(2)
Within 10 working days of receiving an Award, unless another period of time has
been agreed upon by the parties, a party may by notice to the Arbitrators
request the Arbitrators to correct in the Award any errors in computation, any
clerical or typographical errors or any errors of a similar nature. If the
Arbitrators consider the request to be justified, they shall make the
corrections in England within 10 working days of receiving the request. Any
correction shall be notified in writing to the parties and shall become part of
the Award.
21(3)
The Arbitrators may correct any error of the type referred to in Rule 21(2) on
their own initiative in England within 10 working days of the date of the
Award. Any such correction shall be notified in writing to the parties and
shall become part of the Award.
21(4)
The Award shall be final and binding on all parties.
Deposits
and security
22(1)
The Arbitrators may direct the parties, in such proportions as the Arbitrators
think just, to make one or several interim or final payments on account of the
costs of the arbitration.
22(2)
The Arbitrators may order any party to provide security for the legal or other
costs of any other party by way of deposit or bank guarantee or in any other
manner the Arbitrators think fit.
22(3)
By agreeing to arbitration under these Rules the parties shall be taken to have
agreed to apply only to the Arbitrators, and not to any court of law or other
judicial authority, for an order under Rule 22(1), or for an order for security
for costs under Rule 22(2).
22(4)
The Arbitrators may also order any party to provide security for all or part of
any amount in dispute in the arbitration or for any interest or costs.
22(5)
If orders under Rules 22(1), 22(2) and 22(4) are not complied with, the
Arbitrators may disregard claims or counterclaims or defences of the
non-complying party, although they may proceed to determine upon claims or
counterclaims or defences of complying parties.
Costs
23(1)
The Arbitrators shall specify in the Award the total amount of their fees and
expenses, including the charges of the Secretary (if any). Unless the parties
shall agree otherwise after the dispute has arisen, the Arbitrators shall
determine the proportions in which the parties shall pay such fees and
expenses, provided that the parties will be jointly and severally liable to the
Arbitrators for payment of all such fees and expenses until they have been paid
in full. If the Arbitrators have determined that all or any of their fees and
expenses shall be paid by any party other than a party which has already paid
them to the Arbitrators, the latter party shall have the right to recover the
appropriate amount from the former.
23(2)
The Arbitrators have power to order in their Award that all or a part of the
legal or other costs of one party shall be paid by any other party. The
Arbitrators also have power to tax these costs and may do so if requested by
the parties.
23(3)
If the arbitration is abandoned, suspended or concluded, by agreement or
otherwise, before the final Award is made, the parties shall be jointly and
severally liable to pay to the Arbitrators their fees and expenses as
determined by them together with the charges of the Secretary (if any).
Interest
24.
The Arbitrators have the discretion to award interest on any sum which is the
subject of the reference but which is paid before the Award and on any sum they
award at such rate and for such period as they think fit.
Delegation
25.
The Administrator may delegate any of the AdministratorÕs powers or duties
under these Rules.
Vacancy
26(1)
If an Arbitrator should die, resign, withdraw, be disqualified or otherwise be
unable or unwilling to act, the Administrator shall immediately notify the
party or parties concerned in the appointment of such Arbitrator which party or
parties shall thereupon appoint a replacement Arbitrator with the qualifications
required of the Arbitrator being replaced. If the relevant parties cannot agree
upon such replacement within 10 working days of the receipt of the notification
of the vacancy from the Administrator, they shall so inform the Administrator
and the Administrator shall appoint an appropriately qualified arbitrator and
notify the parties accordingly.
26(2)
If an Arbitrator or any of the parties notifies the Administrator that, due to
other commitments of the Arbitrator or otherwise, the Arbitrator is not able to
proceed with the arbitration with reasonable expedition, the Administrator
shall consult with the parties, if appropriate at a meeting convened for the
purpose, and shall endeavour to agree with the parties what action, if any,
should be taken. If the parties and the Administrator cannot agree as to what
if any action should be taken, the Administrator shall decide what if any
action is to be taken. The Administrator shall not at any time inform any
Arbitrator that an application under this Rule has been made by a party. Rule
26(1) shall apply if it is decided that the Arbitrator should be replaced.
Governing
Law
27.
The arbitration shall be conducted and these Rules shall be governed by and
construed in accordance with the laws of England, including the Arbitration
Acts 1950 to 1979.
Limitation
of actions
28.
For the purposes of any limitation period the action shall be deemed to have
been brought when the Request is sent to the Administrator pursuant to Rule 3.
Schedule 1
Terms of
Appointment of Tier 2 Arbitrator
1.
The Arbitrator understands that the purpose of the Tier 2 arbitration scheme is
to determine disputes as quickly and economically as possible, and undertakes
to conduct and conclude the arbitration in accordance with the Rules with this
purpose in mind.
2.
The Arbitrator undertakes to inform the Administrator and the parties if due to
circumstances beyond his control or otherwise other commitments of the
Arbitrator appear likely to cause substantial delay to the progress of the
arbitration at any time, in which case Rule 26 may be applied.
3.
The Arbitrator undertakes that if any papers or written submissions are
submitted to him a reasonable time prior to any hearing, he will consider such
documents prior to the hearing.
4.
All parties to the arbitration will be jointly and severally liable to pay to
the Arbitrator fees and expenses in accordance with the Tier 2 scale
established by LloydÕs for the time being in force.
415.
Membership Byelaw No. 17 of 1993, 8 September 1993
COMMENCEMENT
This
byelaw came into force on 8 September 1993.
AMENDMENTS
This
byelaw was amended by
Membership
(Amendment) Byelaw (No. 24 of 1993)
Corporate
Members (Miscellaneous Amendments) Byelaw (No. 29 of 1993)
CompaniesÕ
Accounts (Miscellaneous Amendments) Byelaw (No. 15 of 1994)
Syndicate
Accounting Byelaw (No. 18 of 1994)
Membership
(Amendment No. 2) Byelaw (No. 12 of 1995)
Membership
(Amendment No. 3) Byelaw (No. 17 of 1995)
Appeal
Tribunal Byelaw (No. 18 of 1995)
Membership
(Amendment No. 3) Byelaw (No. 23 of 1995)
Individual
Registration Byelaw (No. 13 of 1996)
New Central
Fund Byelaw (No. 23 of 1996)
Membership
(Amendment No. 5) Byelaw (No. 42 of 1996)
Agency
Agreements (Amendment No. 15) Byelaw (No. 10 of 1997)
Membership
(Amendment No. 6) Byelaw (No. 21 of 1997)
Membership
(Amendment No. 7) Byelaw (No. 11 of 1998)
Membership,
Council and Committee and Annual and Extraordinary General Meetings (Amendment)
Byelaw (No. 15 of 1998)
Captive
Corporate Members Byelaw (No. 19 of 1998)
Premiums Trust
Fund and Regulating Trustee Byelaw (No. 22 of 1998)
Agency
Agreements (Amendment No. 20) Byelaw (No. 6 of 1999)
Membership
(Amendment) Byelaw (No. 8 of 1999)
Underwriting
Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Membership
(Amendment No. 9) Byelaw (No. 18 of 1999)
Intermediary
Amendment Byelaw (No. 10 of 2000)
LloydÕs
Policy Signing Office Byelaw (No. 11 of 2000)
Annual
Subscribers Byelaw (No. 15 of 2000)
LloydÕs
Brokers Byelaw (No. 17 of 2000).
EXPLANATORY
NOTE
(This note
is not part of the byelaw).
This
byelaw amends and consolidates the provisions of the Membership Byelaw (No. 9
of 1984) as amended.
It
also makes provision for the admission to membership of the Society of
corporate members and for such members to underwrite insurance business at
LloydÕs.
For the
full text of this byelaw, see Part A, 111.
416.
LloydÕs Advisers Byelaw No. 19 of 1993, 8 September 1993
COMMENCEMENT
This
byelaw came into force on 8 September 1993.
AMENDMENTS
This
byelaw was amended by
CompaniesÕ
Accounts (Miscellaneous Amendments) Byelaw (No. 15 of 1994)
Appeal
Tribunal Byelaw (No. 18 of 1995).
REVOCATION
This
byelaw was revoked on 6 October 1999 by byelaw No. 16 of 1999.
EXPLANATORY
NOTE
(This note
is not part of the byelaw.)
This
byelaw provides for the registration of a body corporate or partnership as a
LloydÕs adviser and for the review, renewal and withdrawal of such
registration.
The
Council may not grant registration under the byelaw unless satisfied that the
applicant is fit and proper to be a LloydÕs adviser.
The
byelaw empowers the Council to impose conditions and make requirements
regarding LloydÕs adviserÕs financial resources, and makes provision regarding
accounting records, accounts and other reports, audit and annual returns.
For the full
text of this byelaw, see Part A, 112.
417.
Information and Confidentiality Byelaw
No. 21 of
1993, 8 September 1993
COMMENCEMENT
This
byelaw came into force on 1 October 1993.
AMENDMENTS
This
byelaw was amended by
Individual
Registration Byelaw (No. 13 of 1996)
Loss Review
(Revocation) Byelaw (No. 16 of 1997)
Underwriting
Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Intermediary
Amendment Byelaw (No. 10 of 2000)
Annual
Subscribers Byelaw (No. 15 of 2000)
Amendment
Byelaw (No. 9 of 2001).
EXPLANATORY
NOTE
(This
note is not part of the byelaw)
This
byelaw governs the providing of information under LloydÕs Acts, byelaws or
regulations and the confidentiality of that information. Paragraph 2 of the
byelaw sets out the SocietyÕs power to require LloydÕs advisers, LloydÕs
brokers and underwriters to produce information, documents or other materials.
Paragraphs 3 and 4 govern the confidentiality of information gathered by any
exercise of powers under LloydÕs Acts, byelaws or regulations.
Paragraphs
3 and 4(d) establish that such information shall not be disclosed without the
consent of whoever provided it (or, if different, the person it concerns)
unless it has become public knowledge from other sources. LloydÕs will,
however, be free under the byelaw to disclose any such information for the
purposes of criminal proceedings, any inquiry (whether a LloydÕs inquiry or
not) or LloydÕs disciplinary proceedings (paragraph 4(a)).
The
information may also be given to assist a regulator, professional body or
clearing house (paragraph 4(b)); and can be given to the Secretary of State or
to the Treasury, where it is in the public interest to do so (paragraph 4(c)).
The Council
of LloydÕs in exercise of its powers under section 6(2) of, and paragraphs (23)
and (25) of Schedule 2 to, LloydÕs Act 1982 by special resolution hereby makes
the following byelaw.
1. Interpretation
The
provisions of Schedule 1 to this byelaw (interpretation) shall have effect.
2. Power
to require production of information
The
Council may at any time require that any member of the Society, [[É]]
[[[ . . . ]]], any underwriting agent, [, any registered
individual], any annual subscriber [any approved run-off company,] [[[[É]]]] or
registered individual give or produce to the Council any information, documents
or other material which the Council may consider necessary or appropriate to be
given or produced (including information, documents or other material relating
to the affairs of principals and clients of LloydÕs advisers, LloydÕs brokers,
underwriting agents or other persons).]
NOTE
3.
Non-disclosure of information
Subject to
the following provisions of this byelaw, no information obtained pursuant to
any exercise of powers under LloydÕs Acts 1871 to 1982 (or any byelaw or
regulation made thereunder) shall be disclosed without the consent ofÑ
(a) the
person from whom it was received; and
(b) (if
different) the person whom it concerns.
4. Disclosure
of information for certain purposes
Notwithstanding
the provisions of paragraph 3, or the terms of any undertaking whether express
or implied, nothing shall prohibit the disclosure of informationÑ
(a) for
the purposes of:
(i) criminal
proceedings,
(ii) any
inquiry, or
(iii) disciplinary
proceedings;
(b) for
the purposes of assisting a regulator, investment exchange, professional body
or clearing house in the discharge of its functions, whether in taking or
facilitating proceedings or otherwise;
(c) to
the Secretary of State or to the Treasury if the disclosure is made in the
public interest;
(d) where
the information has become public knowledge from other sources; or
(e) where
the Council so directs, provided that such disclosure or use is for the
advancement and protection of the interests of the Society as a whole.
5. Consequential
revocations and amendments
The
provisions of Schedule 2 to this byelaw (consequential revocations and
amendments) shall have effect.
6. Commencement
This
byelaw shall come into force on 1 October 1993.
Schedule 1.
Interpretation
In
this byelaw:Ñ
Òdisciplinary
proceedingsÓ means LloydÕs disciplinary proceedings under LloydÕs Acts or any
byelaw made thereunder;
ÒinquiryÓ
means any inquiry before an independent tribunal, whether conducted under
statutory powers or otherwise;
[É]
NOTE
ÒLloydÕs
brokerÓ includes any director, partner or employee of a LloydÕs broker;
Òregulator,
investment exchange, professional body or clearing houseÓ means:
(i) a
regulator, investment exchange, professional body or clearing house which is
recognised under the provisions of the Financial Services Act 1986 [and the
General Insurance Standards Council] [[and the Financial Services Authority]];
and
(ii) any
authority which performs corresponding functions to the above outside the
United Kingdom;
NOTE
Òunderwriting
agentÓ includes any director, partner or employee of an underwriting agent.
Schedule 2.
Consequential Revocations and amendments
1.
The Information and Confidentiality Byelaw (No. 4 of 1983) is revoked.
2. The
following byelaws shall be amended by substituting for Ò(No. 4 of 1983)Ó the
new reference Ò(No. 21 of 1993)Ó namelyÑ
(a) Underwriting
Agents Byelaw (No. 4 of 1984, 101) paragraph 57,
(b) LloydÕs
Brokers Byelaw (No. 5 of 1988, 106) paragraph 49,
(c) Umbrella
Arrangements Byelaw (No. 6 of 1988, 107) paragraph 24 and Schedule 2 paragraph
2, and
(d) [É]
3. The
Underwriting Agents Byelaw (No. 4 of 1984, 101) paragraph 57, and the LloydÕs
Brokers Byelaw (No. 5 of 1988, 106) paragraph 49, shall be amended by
substituting for the words from Ò Ôrelating to the businessÕ to Ôin paragraph
1Õ the words from Ôrelating toÕ to Ôdocuments or other materialÕ in paragraph
2Ó.
4. [É]
NOTE
418.
Misconduct and Penalties Byelaw No. 30 of 1996, 7 August 1996
COMMENCEMENT
This
byelaw came into force on 7 August 1996.
AMENDMENTS
This
byelaw was amended by
Misconduct
and Penalties (Amendment) Byelaw (No. 45 of 1996)
MAPA
Reporting Byelaw (No. 23 of 1997)
Miscellaneous
Disciplinary Provisions Byelaw (No. 10 of 1998)
Miscellaneous
Disciplinary Penalties (No. 2) Byelaw (No. 11 of 1999)
Revocation
of Certain Byelaws Byelaw (No. 13 of 1999)
Underwriting
Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Run-Off
Years of Account (Revocation) Byelaw (No. 1 of 2000)
Intermediary
Amendment Byelaw (No. 10 of 2000)
Misconduct
and Penalties (Amendment No. 3) Byelaw (No. 13 of 2000)
Annual
Subscribers Byelaw (No. 15 of 2000)
Miscellaneous
Disciplinary Matters Byelaw (No. 20 of 2000).
EXPLANATORY
NOTE
(This note
is not part of the byelaw)
This
byelaw revokes and re-enacts with amendments the Misconduct, Penalties and
Sanctions Byelaw (No. 9 of 1993). It also introduces some new provisions. The
principal changes are as follows:
1. the
classes of persons subject to the disciplinary jurisdiction of the Society has
been extended to include registered individuals, following the introduction of
the Individual Registration Byelaw (No. 13 of 1996) (paragraph 1);
2. provision
is made for the disciplinary jurisdiction of the Society to continue in respect
of misconduct committed by a person during the time when he fell within one of
the specified classes, notwithstanding that he may not do so at the time of the
proceedings (paragraph 2);
3. the
definition of misconduct has been amended and express reference to Core
Principles has been added (paragraph 3);
4. it
is provided that an employer is liable for the acts and omissions of its
employee in certain circumstances (paragraph 4);
5. the
penalties that may be imposed have been redefined (paragraph 5). The penalty of
a reprimand has been deleted and a new category of Òfixed penaltyÓ has been
introduced, which is applicable to fixed penalty proceedings (as defined in
LloydÕs Disciplinary Rules set out at Schedule 2 to the new Disciplinary
Committees Byelaw (No. 31 of 1996)). Accordingly, the byelaw now distinguishes
between penalties available in (a) formal proceedings, (b) summary proceedings
and (c) fixed penalty proceedings;
6. In
the case of summary proceedings, the penalties have been restricted to a
censure and/or a fine up to a specific limit depending on the status of the
defendant (paragraph 5);
7. The
fixed penalties are by way of a fine of an amount specified by reference to the
nature and seriousness of the offence and the category of person concerned
(paragraph 5 and Schedule 2).
The Council
of LloydÕs, in exercise of its powers under LloydÕs Act 1982, by special
resolution hereby makes the following byelaw.
Interpretation
1. The
provisions of Schedule 1 to this byelaw (interpretation) shall have effect.
Disciplinary
jurisdiction of the Society
2.(1) The persons specified
in sub-paragraph (2) shall be subject to the disciplinary jurisdiction of the
Society and, accordingly, shall be amenable to disciplinary proceedings in
respect of any misconduct committed by them [[and the persons specified in
subparagraph (2A) shall be subject to the disciplinary jurisdiction of the
Society and, accordingly shall be amenable to disciplinary proceedings in
respect of any misconduct committed by them prior to 3 July 2000]].
(2) The
persons referred to in sub-paragraph (1) are:
(a) a
member of the Society;
(b) a
director of or person who works for a corporate member of the Society;
(c) an
underwriting agent;
[É]
(e) an
approved run-off company;
(f) a
LloydÕs broker;
(g) a
director or partner of, or person who works for an underwriting agent, [É]
approved run-off company [[É]];
(h) an
annual subscriber [[[[other than, subject to subparagraph (2A) below, in
respect of any misconduct committed by an annual subscriber in the capacity of
a director, partner or employee of a LloydÕs broker]]]];
(i) a
registered individual [[[;
(j) any
person who agrees to submit to the disciplinary jurisdiction of the Society.]]]
[[(2A) The persons referred to in
subparagraph (1) are a director or partner of, or a person who works for a
LloydÕs broker.]]
(3) A
person falling within [[sub-paragraphs (2) or (2A)]] shall continue to be
subject to the disciplinary jurisdiction of the Society in respect of any
misconduct during the time when he is such a person notwithstanding that he
ceases to be such a person before any disciplinary proceedings are commenced or
completed.
NOTE
Misconduct
3. Misconduct
means:
(a) a
contravention of or failure to observe any provision of LloydÕs Acts 1871 to
1982 or any byelaw made thereunder;
(b) a
contravention of or failure to observe any regulation or direction made or
given under LloydÕs Acts 1871 to 1982 or under any byelaw made thereunder
(subject to the provisos to section 7(3) of LloydÕs Act 1982);
(c) a
contravention of or failure to observe any order, condition or requirement
imposed, or undertaking given, or decision made pursuant to LloydÕs Acts 1871
to 1982 or under any byelaw made thereunder;
(d) a
contravention of or failure to observe any of the Core Principles;
(e) a
failure to take reasonable steps in connection with the business of insurance
to avoid risk of harm to LloydÕs policyholders, the Society, its members, or
those doing business at LloydÕs; or
(f) engaging
in or being associated with any discreditable conduct, whether or not connected
with the business of insurance.
4. Any
act or omission by an employee in the course of his employment or of an agent
within the scope of his actual or ostensible authority shall also be imputed to
his employer or principal and a finding of misconduct may be made against the
employer or principal accordingly whether or not disciplinary proceedings are
brought against the employee or agent concerned.
Penalties
5.(1) Subject to
[[subparagraphs (3), (4) and (6)]] below, the penalties that may be imposed on
a person against whom a finding of misconduct has been made in disciplinary
proceedings are:
(a) Formal
proceedings
In
the case of formal proceedings any one or more of the following:
(i) exclusion
or suspension from membership of the Society, or a requirement that a member
shall cease underwriting at LloydÕs permanently or temporarily and either
totally or in part;
(ii) revocation
or suspension of the right to act at LloydÕs as a [É] LloydÕs broker,
underwriting agent, an approved run-off company, membersÕ agent or managing
agent, either totally or in part;
(iii) revocation
or suspension of the right to act at LloydÕs as an annual subscriber, [[É]]
either totally or in part;
(iv) the
termination of or suspension of the registration of a registered individual;
(v) revocation
or suspension of the right to transact, or be concerned or interested in the
transaction of, the business of insurance at LloydÕs or any class or classes of
such business, either totally or in part;
(vi) revocation
or suspension of the right of admission to the Room and any other specified
part of the premises of the Society;
(vii) a fine;
(viii) a censure.
NOTE
(b) Summary
proceedings
In
the case of summary proceedings any one or both of the following:
(i) a
fine of not more than:
(a) £15,000
in the case of an individual;
(b) £30,000
in the case of a company or partnership; and
(ii) a
censure.
(c) Fixed
Penalty Proceedings
In
the case of fixed penalty proceedings a penalty set out in Schedule 2 to this
byelaw (fixed penalties).
(2) The
penalties referred to in sub-paragraph (1) above may be imposed subject to any
terms and conditions considered appropriate.
(3) In
the case of any misconduct for which the penalty is specifically prescribed by
any other byelaw, that penalty shall apply.
(4) The
provisions of the Suspension: Supplementary and Consequential Matters Byelaw
(No. 19 of 1983) shall apply where a penalty involving suspension is imposed.
(5) Notwithstanding
that a finding of misconduct has been made against a person in disciplinary
proceedings, the tribunal concerned may, if it considers that in all the
circumstances it is appropriate, decide not to impose a penalty. This is
without prejudice to any power the tribunal may have to order the payment of
costs.
[[(6) The only penalty
which may be imposed on a LloydÕs broker against whom a finding of misconduct
has been made in disciplinary proceedings where the act or the omission which
is the subject of the finding takes place on or after 3 July 2000 is the
revocation of the LloydÕs brokerÕs right to act as a LloydÕs broker and
accordingly the Council shall not elect to commence disciplinary proceedings in
respect of any such misconduct by way of fixed penalty proceedings or summary
proceedings.]]
NOTE
[Revocations
and amendments
5A. The
Misconduct, Penalties and Sanctions Byelaw (No. 9 of 1993) is revoked save in
its application to any act or omission taking place prior to 8 August 1996.]
NOTE
Application
6.(1) This byelaw shall come
into force on 7 August 1996 and [[, save insofar as appears in sub-paragraphs
(2) and (4) below,]] shall apply to any act or omission of any person taking
place after that date.
(2) A
person falling within paragraph 1 of the Misconduct, Penalties and Sanctions
Byelaw (No. 5 of 1983) or paragraph 1 of the Misconduct, Penalties and
Sanctions Byelaw (No. 9 of 1993) as appropriate as at 7 August 1996 shall
continue to be subject to the disciplinary jurisdiction of the Society in
respect of any misconduct falling within sub-paragraph (3) notwithstanding that
he ceases to be such a person before any disciplinary proceedings are commenced
or completed.
(3) Misconduct
for the purposes of this sub-paragraph shall compromise any act or omission:
(a) governed
by the Misconduct, Penalties and Sanctions Byelaw (No. 5 of 1983) or the
Misconduct, Penalties and Sanctions Byelaw (No. 9 of 1993); and
(b) which
takes place [on or] prior to 7 August 1996.
[[(4) A person falling
within paragraph 1 of the Misconduct, Penalties and Sanctions Byelaw (No. 5 of
1983) or paragraph 1 of the Misconduct, Penalties and Sanctions Byelaw (No. 9
of 1993) at any time prior to 7 August 1996 who was not within those categories
as at 7 August 1996 shall nevertheless be subject to the disciplinary
jurisdiction of the Society in respect of any misconduct falling within
sub-paragraph (3) committed while that person fell within either paragraph 1 of
the Misconduct, Penalties and Sanctions Byelaw (No. 5 of 1983) or paragraph 1
of the Misconduct, Penalties and Sanctions Byelaw (No. 9 of 1993) as applicable
if, at any time after 7 August 1996, that person falls within the categories of
persons specified in paragraph 2(2) above and that person shall continue to be
subject to the jurisdiction of the Society in respect of any such misconduct
notwithstanding that he ceases to be such a person before any disciplinary
proceedings are commenced or completed.]]
NOTE
Schedule
1ÑInterpretation
In
the byelaw, unless the context otherwise requires, the following expressions
have the following meanings:
ÒCore
PrinciplesÓ means any Core Principles regarding the conduct of business at
LloydÕs, either generally or in respect of certain classes of person,
promulgated in any byelaws made under LloydÕs Acts 1871 to 1982.
Òdisciplinary
proceedingsÓ means proceedings in respect of misconduct pursuant to the
Disciplinary Committees Byelaw (No. 31 of 1996, 419).
Òfixed
penalty proceedingsÓ means disciplinary proceedings dealt with as such under
LloydÕs Disciplinary Rules set out in Schedule 2 to the Disciplinary Committees
Byelaw (No. 31 of 1996, 419).
Òformal
proceedingsÓ means disciplinary proceedings dealt with as such under LloydÕs
Disciplinary Rules set out in Schedule 2 to the Disciplinary Committees Byelaw
(No. 31 of 1996, 419).
Òsummary
proceedingÓ means disciplinary proceedings dealt with as such under LloydÕs
Disciplinary Rules set out in Schedule 2 to the Disciplinary Committees Byelaw
(No. 31 of 1996, 419).
Schedule
2ÑFixed Penalties
Fixed
penalty proceedings
1.(1) The Council may elect
to commence disciplinary proceedings as fixed penalty proceedings only if the
alleged misconduct [:
(a) falls
within a class specified in paragraph 2 below[; or
(b) in
the opinion of the Council involves misconduct of an administrative nature.]
(2) A
fixed penalty may only be imposed in fixed penalty proceedings if the defendant
has chosen not to contest the proceedings and agreed to pay the fixed penalty
in accordance with LloydÕs Disciplinary Rules set out in Schedule 2 to the
Disciplinary Committees Byelaw (No. 31 of 1996, 419).
[(3) The amount
of a fixed penalty shall be calculated:
(a) in
accordance with paragraph 3 for fixed penalty proceedings relating to alleged
misconduct within paragraph 1(1)(a); or
(b) subject
to paragraph 3(4) below, by the Council for fixed penalty proceedings relating
to alleged misconduct within paragraph 1(1)(b).]
NOTE
Classes of
misconduct to which fixed penalties apply
2. The
classes of misconduct referred to in paragraph 1(1)(a) are:
Class A
A
failure to observe any requirement to provide any document to the Council or
the Committee [É].
Class B
A
failure to observe any requirement to inform, notify or provide written notice
of any matter to the Society, the Council or the Committee [É].
Class C
A
failure to:
(i) observe
any requirement to provide any information or document pursuant to a specific
request [É]; and
[É]
(ii) to
pay any fixed penalty imposed.
Class D
A
failure to observe any requirement to obtain the prior consent of the Council
or the Committee [É].
NOTE
Calculation
of fixed penalties
3.(1) The fixed penalty for
misconduct falling within the Classes A, B and C specified in paragraph 2 shall
be calculated using Tables 1 and 2 as follows:
(a) The
amount of the penalty shall be calculated by reference to the relevant amount
in the applicable table as follows:
Class
A
The
penalty shall be the relevant amount stated in the table.
Class
B
The
penalty shall be the relevant amount stated in the table.
Class
C
The
penalty shall be twice the relevant amount stated in the table.
(b) In
the case of Class B, for the purposes of calculating the number of business
days late in the first column of the tables:
(i) where
the provision is a requirement to inform, notify or provide written notice
ÒforthwithÓ or ÒimmediatelyÓ, the third business day after the obligation first
arose shall be deemed to be the first business day later; and
(ii) where
the provision is a requirement to inform, notify or provide written notice Òas
soon as possibleÓ or ÒpromptlyÓ, the sixth business day after the obligations
first arose shall be deemed to be the first business day late.
(c) The
applicable table shall be:
Table
1 where the defendant is an individual;
Table
2 where the defendant is a company or partnership;
(d) In
the tables, the columns headed ÒLevel 1Ó, ÒLevel 2Ó and ÒLevel 3Ó apply as
follows:
Level
1 applies where the defendant is a person on whom no penalty has been imposed
in accordance with this Schedule in the three year period expiring on the date
of the alleged misconduct;
Level
2 applies where the defendant is a person on whom either one or two penalties
have been imposed in accordance with this Schedule in the three year period
expiring on the date of the alleged misconduct; and
Level
3 applies where the defendant is a person on whom three or more penalties have
been imposed in accordance with this Schedule in the three year period expiring
on the date of the alleged misconduct.
(2) The
penalty for misconduct falling within the Class D specified in paragraph 2
shall be calculated using Table 3. The amount of the penalty shall be the
relevant amount shown in Table 3. For this purpose the columns headed ÒLevel
1Ó, ÒLevel 2Ó and ÒLevel 3Ó apply in the manner set out in paragraph 3(1)(d)
above.
[(3) The Council
may, after calculating the level of any fixed penalty pursuant to paragraphs
3(1) and (2) above, reduce the penalty so calculated if it considers the amount
of the penalty to be excessive having regard to the nature and gravity of the
misconduct in question.
(4) A
fixed penalty for misconduct referred to in paragraph 1(1)(b) above shall be as
determined by the Council in its absolute discretion save that the level of any
such fixed penalty shall not be greater than a fine which could have been
imposed in summary proceedings.]
NOTE
Table
1ÑFixed penalties applicable to an individual in respect of misconduct falling
within Classes A, B OR C
Number of
business days late Level 1 Level 2 Level
3
1 30 90 150
2 60 180 300
3 90 270 450
4 120 360 600
5 150 450 750
6 330 990 1650
7 360 1080 1800
8 390 1170 1950
9 420 1260 2100
10 450 1350 2250
11 480 1440 2400
12 510 1530 2550
13 540 1620 2700
14 570 1710 2850
15 600 1800 3000
16 630 1890 3150
17 660 1980 3300
18 690 2070 3450
19 720 2160 3600
20 750 2250 3750
Table
2ÑFixed penalties applicable to a company or partnership in respect of
misconduct falling within Classes A, B OR C
Number of
business days late Level 1 Level 2 Level
3
1 60 180 300
2 120 360 600
3 180 540 900
4 240 720 1200
5 300 900 1500
6 660 1980 3300
7 720 2160 3600
8 780 2340 3900
9 840 2520 4200
10 900 2700 4500
11 960 2880 4800
12 1020 3060 5100
13 1080 3240 5400
14 1140 3600 5700
15 1200 3600 6000
16 1260 3780 6300
17 1320 3960 6600
18 1380 4140 6900
19 1440 4320 7200
20 1500 4500 7500
Table
3ÑFixed penalties in respect of misconduct falling within Class D
Defendant Level
1 Level 2 Level
3
Individual 400 1,200 2,000
Company or
Partnership 2,000 6,000 10,000
Class A
The failure
to provide to the Council or Committee any document report etc. by a calculable
date
BYELAW RELEVANT
PARAGRAPH(S)
The
Underwriting Agents Byelaw (No. 4 of 1984, 101). 13B, 54(a), 54(b), 55, 56, 56A and 57A
The Lloyd's
Brokers Byelaw (No. 5 of 1988, 106).
35 and 44.
The
Umbrella Arrangements Byelaw (No. 6 of 1988, 107). 21.
[[...]]
[Agency
Agreements Byelaw (No. 8 of 1988, 310)] [12(3)
and 12(5).
[[[...]]] [[[...]]]
The
Solvency and Reporting Byelaw (No. 13 of 1990, 204). 11.
Members
Agents (Australia) Byelaw (No. 14 of 1992, 316). 4 [and 6(1)]
Membership
Byelaw (No. 17 of 1993, 111). [3(7),]
15(7), 16 and 34.
[[[...]]] [[[...]]]
Syndicate
Accounting Byelaw (No. [[[18 of 1994]]]). 16(9),
19(3) [[[...]]] 20 [[[and 20J]]]
[[MAPA
Reporting Byelaw (No. 23 of 1997, 334)]] [[2(4)]]
NOTE
Class B
A failure
to notify inform provide written notice or documentation to the Society,
Council or Committee under a Byelaw requirement
BYELAW RELEVANT
PARAGRAPH(S)
Information
Relevant to the Operation of Sections 10, 11 and 12 of Lloyd's Act 1982 Byelaw
(No. 1 of 1984, 301). 2(a),
2(b), 3(a) and 3(b).
The
Underwriting Agents Byelaw (No. 4 of 1984, 101). 13B and 53(b).
[[[[ ...
]]]] [[[[
... ]]]]
Membership
Byelaw (No. 17 of 1993, 111). [3(1),
3(2), 3(3), 3(4), 3(5), 3(6),] 8(1), 14(3), 14(4), 14(5), 14(9) and 50(3).
[[...]] [[...]]
Run-Off
Companies Byelaw (No. 2 of 1995, 114). 3(1),
13(3) and 14(2).
Membership
Amendment (No. 3) Byelaw (No. 17 of 1995). 4(2)
and 4(4).
[Individual
Registration Byelaw (No. 13 of 1996, 115)]. [2(1),
5(5) and 8(4)]
NOTE
Class C
A failure
to provide information and/or documents pursuant to a specific request to do
so; or a failure to pay a fixed penalty imposed
BYELAW RELEVANT
PARAGRAPH(S)
The
Inquiries and Investigations Byelaw (No. 3 of 1983). 5.
Suspension:
Supplementary and Consequential Matters Byelaw (No. 19 of 1983, 403). 3(b)(ii),
4(b)(iii), 5(b)(ii), 5A(b)(ii) and 6(b)(iii).
Disclosure
by Direction Byelaw (No. 21 of 1983, 404). 1,
2, 2A, and 3.
The
Register of Members Byelaw (No. 22 of 1983, 100). 5.
The
Underwriting Agents Byelaw (No. 4 of 1984, 101). 6, 6(a)(iiia)(aa) and 65.
Syndicate
Premium Income Byelaw (No. 6 of 1984, 201). 4(b)(i).
The
Syndicate Audit Arrangements Byelaw (No. 10 of 1984, 102). 12(d).
The Central
Fund Byelaw (No. 4 of 1986, 506). 4(8)
and 4(9).
The Review
Powers Byelaw (No. 5 of 1986, 406). 3
and 4.
The
Membership (Entrance Fees and Annual Subscriptions) Byelaw (No. 9 of 1987,
105). 3.
The Lloyd's
Brokers Byelaw (No. 5 of 1988, 106). 10(2),
36 and 43.
The
Umbrella Arrangements Byelaw (No. 6 of 1988, 107). 6(3), 20(4) and 23.
Insurance
Ombudsman Bureau Byelaw (No. 1 of 1989, 411). 4.
The
Solvency and Reporting Byelaw (No. 13 of 1990, 204). 2(4) and 10.
The Loss
Review Byelaw (No. 8 of 1991). 6.
The Members
Agents (Australia) Byelaw (No. 14 of 1992, 316). 5.
[[[Annual
Subscribers Byelaw (No. 15 of 2000, 122)]]] 8(2).
The
Disciplinary Committees Byelaw (No. 10 of 1993). 22.
Membership
Byelaw (No. 17 of 1993, 111). [3(8),]
11(2), [ ] 20 and 39.
[[...]] [[...]]
Information
and Confidentiality Byelaw (No. 21 of 1993, 417). 2.
The Lloyd's
1994 Claims Scheme Byelaw (No. 4 of 1994, 323). 15(1).
Transitional
and Conversion Arrangements (CM) Byelaw (No. 9 of 1994). 8(5) and 8(6).
Appeal
Tribunal Byelaw (No. 18 of 1995). 6(2).
Disciplinary
Committees Byelaw (No. 31 of 1996, 419). Schedule
2, Rules 2.3, 3.6 and 13.1.
Council
Stage of Disciplinary Proceedings Byelaw (No. 33 of 1996, 421). Schedule
2, Rule 3.
Individual
Registration Byelaw (No. 13 of 1996, 115)].
[1(5)(a), 1(5)(b), 8(2)(a) and 8(2)(b).]
NOTE
Class D
A failure
to obtain prior consent of the Council as required by a Byelaw
BYELAW RELEVANT
PARAGRAPH(S)
The
Underwriting Agents Byelaw (No. 4 of 1984, 101). 13A(a),
13A(b), 14, 16, 20, 21, 23, 30, 32, 34(d), 35, 39, 43, 49(d), 50, 52B, 53(a)
and 62.
The Related
Parties Byelaw (No. 2 of 1986, 306). 2,
3 and 4.
The Lloyd's
Brokers Byelaw (No. 5 of 1988, 106). 14,
14A, 16, 18, 40 and 48(1).
The Agency
Agreements Byelaw (No. 8 of 1988, 310). 5,
11A and 11B.
Multiple
Syndicates Byelaw (No. 5 of 1989, 311). 3(1),
3(2) and 4(1)(b).
The Run-Off
Years of Account Byelaw (No. 17 of 1989, 312). 18.
Membership
Byelaw (No. 17 of 1993, 111). 5(5),
5(6), [14(1), 14(2),] 17(2), 26(1), 27(1), 29(1) and 31.
[[...]] [[...]]
Members
Agents Pooling Arrangements Byelaw (No. 30 of 1993, 322). 5(1).
Lloyd's
1994 Claims Scheme Byelaw (No. 4 of 1994, 323). 10(1).
Transitional
and Conversion Agreements (CM) Byelaw (No. 9 of 1994). 2(1)
and 4(1).
Run-Off
Companies Byelaw (No. 2 of 1995, 114). 2(3),
13(1), 14(1) and 14(2).
[[[Syndicate
Pre-emption Byelaw (No. 19 of 1997)]]]. [[[4A]]].
NOTE
419.
Disciplinary Committees Byelaw No. 31 of 1996, 7 August 1996
COMMENCEMENT
This
byelaw came into force on 7 August 1996.
AMENDMENTS
This
byelaw was amended by
Disciplinary
Committees (Amendment) Byelaw (No. 46 of 1996)
Miscellaneous
Disciplinary Provisions Byelaw (No. 10 of 1998)
Miscellaneous
Disciplinary Penalties (No. 2) Byelaw (No. 11 of 1999)
Revocation
of Certain Byelaws Byelaw (No. 13 of 1999)
Disciplinary
Committees (Amendment No. 2) Byelaw (No. 19 of 2000).
EXPLANATORY
NOTE
(This note
is not part of the byelaw)
This
byelaw revokes and re-enacts with amendments the Disciplinary Committees Byelaw
(No. 10 of 1993) and provides a revised procedure for the bringing of and
conduct of disciplinary proceedings before the Disciplinary Committees.
This
note explains the main changes made by this byelaw, including in the rules
governing disciplinary proceedings which are now set out separately in Schedule
2 (the ÒLloydÕs Disciplinary RulesÓ).
The Byelaw
1. Paragraph
2 of the byelaw states that the Disciplinary Committees of the Society comprise
both the Disciplinary Board (established pursuant to paragraph 3 of the byelaw)
and the Disciplinary Tribunals (established pursuant to the Rules set out in
Schedule 2 of the byelaw).
2. Paragraph
3 requires the creation of a Disciplinary Board (in place of the existing Panel
created under paragraph 1 of the Disciplinary Committees Byelaw (No. 10 of
1993)). The new Disciplinary Board will consist of a Chairman, Deputy Chairman
and not less than one other individual or individuals as the Council may from
time to time appoint. The Chairman will not be a member either of the Society
or the Council but the majority of the members of the Disciplinary Board will
be members of the Society.
3. Members
of the Disciplinary Board will be appointed under paragraph 3(2) for a term not
exceeding 3 years, which may be renewed by the Council from time to time. The
quorum for the Disciplinary Board is three and includes a majority of members
of the Society (paragraph 3(4)).
4. The
circumstances in which the Council may revoke or suspend the appointment of any
member of the Disciplinary Board have been redefined in paragraph 4 as have the
circumstances in which a member of the Disciplinary Board or a Disciplinary
Tribunal must not take part in any matter on the grounds of conflict of interest.
LloydÕs
Disciplinary Rules (Schedule 2)
LloydÕs
Disciplinary Rules clarify and amend the existing procedural rules for the
conduct of disciplinary proceedings before the Disciplinary Committees. The
main provisions are as follows:
1. Proceedings
are now instituted by service of a Notice on the person concerned (Òthe
defendantÓ) which must specify whether the matter is to be dealt with by way of
fixed penalty proceedings, summary proceedings or formal proceedings. The
Notice will also set out the alleged misconduct and the facts and matters
relied on and, in fixed penalty proceedings only, will state the fixed penalty
(Rule 1.2).
2. Rule
1.4 is a new provision that enables the Council to serve a copy of the Notice
on the individual concernedÕs employer, firm or any company of which he is a
director.
3. Rules
2.2 to 2.4 apply to fixed penalty proceedings, that is, proceedings regarding
misconduct for which a penalty is fixed in Schedule 2 to the new Misconduct and
Penalties Byelaw (No. 30 of 1996). In fixed penalty proceedings the defendant
may choose not to contest the Notice and agree to pay the fixed penalty in
which case no order as to costs may be made. Alternatively, the defendant may
contest the Notice, in which case the proceedings will continue against him as
summary proceedings. The fixed penalty procedure is designed to facilitate the
expeditious resolution of proceedings in certain lesser cases of misconduct
where there is no real dispute.
4. The
new rules also provide for a settlement procedure for proceedings commenced as
summary proceedings or formal proceedings (Rules 3.2 to 3.10). This gives the
parties the ability to settle the proceedings within 28 days from service of
the Notice. Any proposed terms of settlement which are agreed between the
parties are submitted to the Disciplinary Board for its consideration and the
Disciplinary Board may approve or decline to approve the settlement in its
absolute discretion. All matters relating to settlement are to be treated as
confidential and will not be relied on in any disciplinary proceedings except
that approved terms of settlement may be published and proposals regarding
settlement may be made on the basis that they will be admissible on the
question of costs (Rule 3.8).
5. In
any case where the defendant wishes to contest the proceedings, a Defence must
be served by the defendant within 28 days of the service of a Notice (Rule 4).
6. Rules
5.1 to 5.5 provide for the Disciplinary Board to appoint a Disciplinary
Tribunal to hear the disciplinary proceedings. The composition of a
Disciplinary Tribunal is three people, two of whom shall be members of the
Society. The Tribunal Chairman will be a qualified lawyer of at least ten
yearsÕ standing or a person who holds or has held high judicial office. The
composition of the Tribunal is subject to rules 5.3 to 5.5 which set out
grounds for excluding certain individuals.
7. If
no Defence is served in summary proceedings or formal proceedings, a
Disciplinary Tribunal may issue findings on the basis that the misconduct
alleged in the Notice and the facts and matters set out therein shall be deemed
to be admitted by the defendant (Rules 6.1 to 6.5). These provisions are
intended to enable the proceedings to continue in the event that the defendant
fails to respond to the Notice served on him. A defendant may apply under Rule
6.3 within 7 days of the issue of such findings to set them aside and to apply
for leave to serve a Defence but the application will only be granted if the
Disciplinary Tribunal is satisfied that this is necessary in the interests of
justice.
8. Rules
7.1 to 7.8 apply to summary proceedings where a Defence has been served.
Summary proceedings are to be dealt with on the basis of written submissions
and documents unless a defendant makes a written request for an oral hearing,
which will be granted by the Disciplinary Tribunal only if it is satisfied that
an oral hearing is necessary in the interests of justice (Rule 7.4). Rule 7.2
and 7.3 allow both parties to serve further written submissions and copies of
all additional documents referred to as well as a copy of any witness
statements to be relied upon. In addition, the parties may make submissions as
to penalty (unless the penalty is fixed by Schedule 2 to the Misconduct and
Penalties Byelaw) and to costs.
9. Rule
7.7 enables a Disciplinary Tribunal which considers that the gravity of the
matter is such that it should be dealt with by way of formal proceedings to
convert the proceedings to formal proceedings.
10. Rules 8.1
to 8.4 set out the procedure to be used in formal proceedings when a Defence
has been served. A preliminary hearing will be held in formal proceedings by
the Disciplinary Tribunal when appropriate directions may be made as to the
future conduct of the proceedings (Rules 8.2 to 8.4).
11. In formal
proceedings, there will be an oral hearing before the Disciplinary Tribunal
unless the parties agree otherwise (Rule 8.5). Rules 9.1 to 9.3 require an oral
hearing to be in private unless the Defendant requires a public hearing. The
Disciplinary Tribunal also has power to determine the conduct of the hearing in
such manner as it considers appropriate (Rule 9.3).
12. In formal
proceedings, within 7 days of the issue by the Disciplinary Tribunal of its
findings regarding the alleged misconduct, submissions as to penalties or costs
must be served on the Disciplinary Tribunal. The parties may also elect to make
oral submissions.
13. The
Disciplinary Tribunal is required to issue and serve a copy of its decision as
to misconduct and any penalties or orders as to costs on the Defendant. Reasons
need not be given for its decision unless either party makes a request for such
reasons (Rule 10.2).
14. The Council
is required to publish the decision of the Disciplinary Board or a Disciplinary
Tribunal in certain circumstances (Rules 14.1 to 14.3).
15. Rules 15.1
to 26.2 set out general and miscellaneous provisions relevant to the conduct of
the disciplinary proceedings. Of particular note, new provisions have been
included at Rules 16.1 and 16.2 stating that the burden of proof in all
disciplinary proceedings is on the Council and that the standard of proof
required is the standard of proof applicable in civil cases.
The Council
of LloydÕs, in exercise of its powers under LloydÕs Act 1982, by special
resolution hereby makes the following byelaw.
Interpretation
1. The
provisions of Schedule 1 to this byelaw (interpretation) shall have effect.
The
Disciplinary Committees
2. (1)The
Disciplinary Committees of the Society shall be the Disciplinary Board
established pursuant to paragraph 3 below and the Disciplinary Tribunals
established pursuant to the Rules set out in Schedule 2 to this byelaw.
References in other byelaws to the Disciplinary Committee shall be taken to be
references to the Disciplinary Board and/or the Disciplinary Tribunals, as
appropriate.
(2)The
Disciplinary Committees shall exercise all disciplinary powers and functions
conferred on the Council by LloydÕs Acts 1871 to 1982 and any byelaw made
thereunder except:
(a) the
power of the Council to confirm, modify or grant dispensation in respect of any
penalty or sanction imposed by the Disciplinary Committees or the Appeal
Tribunal; and
(b) those
powers and functions which are expressed by LloydÕs Acts 1871 to 1982 and such
byelaws to be exercisable by the Appeal Tribunal.
(3)Members
of the Disciplinary Committees shall be entitled to such remuneration and
expenses from the Society as the Council may determine.
The
Disciplinary Board
3. (1)There
shall be a Disciplinary Board which shall consist of a Chairman, Deputy
Chairman and not less than one other individual or individuals as the Council
may from time to time appoint. The Chairman shall not be a current member of
the Society or the Council. The majority of the members of the Disciplinary
Board shall be members of the Society of LloydÕs.
(2)Subject
to paragraph (3), an appointment as a member of the Disciplinary Board or as
Chairman or Deputy Chairman shall be for a term not exceeding three years, but
may be renewed by the Council from time to time.
(3)If
a member of the Disciplinary Board is engaged in the conduct of disciplinary
proceedings which have not been concluded at the date that his term of office
would otherwise expire, he shall continue to be a member, but unless his
appointment is renewed under sub-paragraph (2) his membership shall continue
only for the purposes of those disciplinary proceedings.
(4)The
quorum for the Disciplinary Board shall be at least three members and shall
include a majority of members of the Society. Decisions of the Disciplinary
Board shall be by a majority of votes cast.
Revocation
and suspension of membership
4. (1)The
Council may revoke the appointment of any member of the Disciplinary Board who
was a member of the Society when appointed but who subsequently ceases to be a
member of the Society.
(2)The
Council shall revoke the appointment of any member of the Disciplinary Board:
(a) against
whom an adverse verdict has been reached in disciplinary proceedings under LloydÕs
Acts 1871 to 1982 or any byelaw made thereunder;
(b) against
whom disciplinary proceedings under LloydÕs Acts 1871 to 1982 or any byelaw
made thereunder might, in the opinion of the Council, have been taken if such
member was subject to the disciplinary jurisdiction of the Society pursuant to
the Misconduct and Penalties Byelaw (No. 30 of 1996);
(c) who
has been, by any court of competent jurisdiction, convicted of any crime or
made the subject of a finding in any judgment in civil proceedings which, in
the opinion of the Council, involves discreditable conduct and such conviction
or finding has not to the CouncilÕs knowledge been set aside on appeal or
otherwise;
(d) who
has been found guilty of misconduct by any professional body which in the opinion
of the Council, involves discreditable conduct and such finding has not to the
CouncilÕs knowledge been set aside on appeal or otherwise;
(e) who
has been adjudicated bankrupt or adjudicated or declared insolvent by the due
process of law of the United Kingdom or elsewhere, or who has made any
arrangement or composition with his creditors or who has otherwise acknowledged
his inability to pay his debts; or
(f) who
is unable by virtue of his physical or mental health to discharge his duties,
in the opinion of the Council, having regard to any available advice of a
qualified medical practitioner.
(3)The
Council shall suspend the appointment of any member of the Disciplinary Board:
(a) against
whom disciplinary proceedings are pending under LloydÕs Acts 1871 to 1982 or
any byelaw made thereunder; or
(b) who
has been suspended pursuant to any byelaw made under LloydÕs Act 1982.
Conflicts
of interest
5. No
member of the Disciplinary Board or a Disciplinary Tribunal shall take part in
any matter referred to it if the circumstances are such that there would be a
real danger of bias on his part or if he:
(a) has
any material financial interest in the matter;
(b) inquired,
or was a member of any inquiry or investigating committee which inquired, into
the matter; or
(c) was
present at any meeting of the Council or any committee thereof at the time when
any report was presented or discussion took place as to whether disciplinary
proceedings should be brought in respect of the matter.
Disciplinary
Proceedings
6. (1)If
the Council considers that a person has committed an act of misconduct, it may
institute disciplinary proceedings against that person before the Disciplinary
Committees.
(2)The
rules set out in Schedule 2 to this byelaw (LloydÕs Disciplinary Rules) shall
govern the bringing of and conduct of disciplinary proceedings before the
Disciplinary Committees.
Revocations
and amendments
7. The
provisions of Schedule 3 to this byelaw (Revocations and Amendments) shall have
effect.
Commencement
and application
8. (1)This
byelaw shall come into force on 7 August 1996.
(2)This
byelaw shall apply to all disciplinary proceedings which are instituted after
it comes into force.
Schedule
1ÑInterpretation
In
this byelaw, unless the context otherwise requires, the following expressions
have the following meanings:
ÒAppeal
TribunalÓ means the Appeal Tribunal established by the Appeal Tribunal Byelaw
(No. 32 of 1996, 420);
ÒChairmanÓ
means the Chairman of the Disciplinary Board;
ÒDeputy
ChairmanÓ means the Deputy Chairman of the Disciplinary Board;
ÒDisciplinary
CommitteesÓ means the Disciplinary Committees of the Society referred to in
paragraph 2 of this byelaw;
ÒDisciplinary
BoardÓ means the Disciplinary Board established pursuant to paragraph 3 of this
byelaw;
ÒDisciplinary
TribunalÓ means a Disciplinary Tribunal established pursuant to the Rules set
out in Schedule 2 to this byelaw;
ÒmisconductÓ
means misconduct as defined in any byelaws made under LloydÕs Acts 1871 to
1982.
Schedule
2ÑLloydÕs Disciplinary Rules
Part
1ÑGeneral
1. Institution
of Proceedings
1.1 If
the Council considers that a person subject to the disciplinary jurisdiction of
the Society has committed an act of misconduct, it may institute disciplinary
proceedings against that person (Òthe defendantÓ). Disciplinary proceedings
shall be instituted in the name of the Council. The Council shall decide
whether the matter is to be dealt with by way of fixed penalty proceedings,
summary proceedings or formal proceedings and the provisions of Parts 2, 3 and
4 shall respectively apply thereto and Part 5 shall apply with respect to
summary or formal proceedings.
1.2 Rules
1Ð6 shall apply generally to all disciplinary proceedings.
2. Disciplinary
Tribunal
2.1 As
soon as practicable after the service of a Defence or the time limited for
service of a Defence, the Disciplinary Board shall appoint a Chairman of the
Disciplinary Tribunal (the ÒTribunal ChairmanÓ) and at the same time, or as
soon as practicable thereafter, a tribunal (Òthe Disciplinary TribunalÓ) to
hear the disciplinary proceedings.
Role of
Chairman
2.2 The
Tribunal Chairman shall sitting without the other members of the Disciplinary
Tribunal be responsible for the conduct of the disciplinary proceedings prior
to the commencement of the hearing of the charges, unless in his sole
discretion he considers it necessary or desirable that the matter be heard by
the Disciplinary Tribunal fully constituted as a whole.
Composition
2.3 The
Disciplinary Tribunal shall consist of three people, one of whom shall be the
Tribunal Chairman and two of whom shall be members of the Society. Of these
members of the Society, one shall be a working member and one shall be an
external member unless there is reason for the Disciplinary Tribunal not to be
so comprised. The Tribunal Chairman shall be a qualified lawyer of at least ten
yearsÕ standing or a person who holds or has held judicial office.
Prompt
Notice of Appointment
2.4 The
Disciplinary Board shall promptly give the Representative of the Council and
the defendant notice of the membership of the Disciplinary Tribunal, and in the
event that its appointment does not include one working member and one external
member, its reasons for not including any such member.
Objections
to Members of a Tribunal
2.5 The
defendant may object to any person being a member of the Disciplinary Tribunal
on any reasonable grounds. Any objection shall be made by giving notice of the
objection, stating the reasons for it either:
(a) to
the Disciplinary Board within 7 days of receiving notice of that personÕs
membership. If the Disciplinary Board is satisfied that the objection is
properly made, it shall retire that person from the Disciplinary Tribunal and
select another in his place, and notify the Representative of the Council and
the defendant accordingly; or
(b) at
any time thereafter to the Disciplinary Tribunal. If the Disciplinary Tribunal
is satisfied that the objection is properly made it shall remit the matter to
the Disciplinary Board to enable the retirement of that person from the
Disciplinary Tribunal and selection of another in his place, and the
Disciplinary Board shall notify the Representative of the Council and the
defendant accordingly.
Majority
Decisions
2.6 Decisions
of the Disciplinary Tribunal shall be by a majority.
Revocation
of Appointment
2.7 The
Disciplinary Board shall revoke the appointment of any member of a Disciplinary
Tribunal on any of the grounds set out in paragraph 4(2) or (3) of the
Disciplinary Committees Byelaw (No. 31 of 1996, 419).
3. General
Power to
Determine Procedure
3.1.1 Subject
to these Rules, the Disciplinary Board or a Disciplinary Tribunal shall have
power to determine the conduct of proceedings before it in such manner as it
considers appropriate.
3.1.2 Unless
otherwise stated, the provisions of Rules 3.2 to 5 below regarding proceedings
before a Disciplinary Tribunal apply also to any proceedings before the
Disciplinary Board.
Burden of
Proof
3.2 The
burden of proof in all disciplinary proceedings before a Disciplinary Tribunal
shall be on the Council unless otherwise provided in these Rules or in the
byelaws.
Standard of
Proof
3.3 The
standard of proof required in disciplinary proceedings is the standard of proof
applicable in civil cases.
Admissions
of Fact
3.4 If
the defendant admits any fact or matter it shall be treated as proved against
him.
Admissibility
of Evidence
3.5 A
Disciplinary Tribunal shall not be bound by any enactment or rule of law
relating to the admissibility of evidence in proceedings before any court of
law. Without prejudice to the generality of this Rule, a Disciplinary Tribunal
may admit in evidence:
(a) transcripts
of the evidence given by the defendant in any inquiry under byelaws made under
LloydÕs Acts 1871 to 1982; and
(b) evidence
from any person who, for good reason, is not called as a witness at the
hearing.
Findings of
Fact by other bodies
3.6 The
findings of fact of any court of competent jurisdiction or of any committee or
tribunal of any statutory, professional body or body exercising a regulatory or
disciplinary jurisdiction, whether within the United Kingdom or elsewhere,
which have not been set aside on appeal or otherwise, shall be prima facie
evidence of the facts so found. A criminal conviction of the defendant by any
such court, which has not been set aside on appeal or otherwise, shall be
conclusive evidence of the commission of the offence in question.
Oaths
3.7 A
Disciplinary Tribunal may administer oaths in accordance with section 7(4)(a)
of LloydÕs Act 1982.
Provision
of Material
3.8 A
Disciplinary Tribunal may require any person subject to the disciplinary
jurisdiction of the Society, whom it considers may provide material documents
or evidence in connection with any disciplinary proceedings, to make such documents
or evidence available to it and to the parties in such manner as it considers
appropriate.
Amendment
of Documents
3.9 A
Disciplinary Tribunal may permit the amendment of any document served by the
parties (including, for the avoidance of doubt, amendment of the misconduct
alleged in any document) on such terms as it thinks fit.
Discontinuance
3.10 The
Council may at any stage discontinue the disciplinary proceedings by serving a
notice to that effect on the defendant with a copy to the Disciplinary
Tribunal. The disciplinary proceedings shall thereupon be concluded save for
any question of costs.
Joinder
3.11 Where
disciplinary proceedings are brought against two or more persons in matters
considered by the Council to be related, the Council may (subject to Rule 3.12
below) require that a single Disciplinary Tribunal hears the proceedings.
Severance
3.12 A
Disciplinary Tribunal may instruct that disciplinary proceedings against two or
more defendants shall be heard separately, or at the same time, or that a
hearing of a particular issue be stayed until the determination of another
issue.
Assessors
3.13 At
any time prior to the substantive hearing of the disciplinary proceedings, a
Disciplinary Tribunal may appoint an assessor on such terms as it thinks fit to
assist in the hearing and determination of the proceedings. An assessor shall
be entitled to such remuneration and expenses from the Society as the Council
may determine.
TimeÑHolidays
3.14 If
any period specified by these Rules expires on a Saturday, Sunday, bank
holiday, Christmas Day or Good Friday, it will be extended to the next day
which is not such a day.
TimeÑExtension
3.15 A
Disciplinary Tribunal may, if it considers it appropriate, extend any period
within which a party is required by these Rules to do any act in connection
with proceedings before it.
TimeÑNotice
3.16 If
the defendant makes any request to extend any time limit under Rule 3.15 above
he shall at the same time notify the Representative of the Council of that request.
Penalties
and Costs
3.17 If
the Disciplinary Board or a Disciplinary Tribunal makes any finding of
misconduct against the defendant, it may impose any penalty permitted by the
byelaws as it considers appropriate.
Costs
3.18.1 A
Disciplinary Tribunal may order any party to the proceedings to pay costs and,
if so, shall determine the amount of those costs.
3.18.2 Costs
may include the remuneration and expenses of members of the Disciplinary
Tribunal and assessors, administration costs including legal costs and other
expenses incurred in connection with the proceedings and the SocietyÕs own
costs incurred in the investigation, preparation and presentation of the case.
4. Miscellaneous
Failure to
Attend
4.1 If
a defendant fails to attend any hearing before a Disciplinary Tribunal and the
Disciplinary Tribunal is not satisfied that he has a reasonable excuse for his
absence, it may proceed in his absence.
Failure to
Comply
4.2 The
Disciplinary Tribunal may, in the event of the failure of a party to comply
with any instruction of the Disciplinary Tribunal, take such reasonable action
it considers appropriate, including an award of costs against that party.
RepresentativesÑCouncil
4.3 The
Council shall appoint the Representative of the Council to conduct on its
behalf the disciplinary proceedings (including any settlement negotiations).
The Representative of the Council may instruct a qualified lawyer. The
defendant and the Disciplinary Board shall be informed of the name of the
Representative of the Council at the time of service of the Notice or upon any
subsequent change in that appointment.
RepresentativesÑDefendant
4.4 The
defendant may be represented at hearings before a Disciplinary Tribunal by a
qualified lawyer.
RepresentativesÑNotification
4.5 The
Representative of the Council and the defendant shall notify the Disciplinary
Tribunal and the other party of any representative he appoints as soon as
reasonably practicable and in any event not less than 14 days prior to the commencement
of the hearing.
NoticeÑin
writing
4.6 Any
notice required to be given by these Rules shall be in writing.
NoticeÑmethod
of service
4.7 Any
notice shall be given and service of documents pursuant to these Rules shall be
effected by:
(a) post
to the proper address;
(b) fax;
(c) leaving
the document at the proper address; or
(d) personal
service.
NoticeÑaddress
4.8 The
proper address of any person is:
(a) in
the case of an individual, his business address or his usual or last known home
address;
(b) in
the case of a partnership, its principal or last known place of business in the
United Kingdom;
(c) in
the case of a body corporate, its registered office or principal office in the
United Kingdom;
(d) in
the case of the Council, the Representative of the Council, at his business
address;
(e) in
the case of the Disciplinary Board or a Disciplinary Tribunal, the Secretary of
the Disciplinary Committees;
(f) in
the case of the Representative of the Council, at his business address;
(g) the
business address of the qualified lawyer, if any, who is acting for that person
in the matter in connection with which the service of the document in question
is to be effected.
NoticeÑdeeming
provisions
4.9 (a)Where
notice is given or service is effected by post and the document is proved to
have been posted, the document in question shall be presumed to have been
delivered 72 hours from the time of posting and the date of notification or
service shall be construed accordingly.
(b)Where
notice is given or service is effected by fax, it shall be confirmed by the
delivery or posting of a copy of the fax to the party to whom the fax was
addressed and the date of notification or service shall be presumed to be the
date of the fax transmission.
(c)Where
notice is given or service is effected by leaving the document at the proper
address of the person to be served, the date of notification or service shall
be the date on which the document was left.
4.10 The
provisions of Rules 4.6 to 4.9 above are without prejudice to any applicable
provisions of any byelaw regarding the service of documents or notices, to
which they shall be regarded as alternative.
5. The
Human Rights Act 1998
A
Disciplinary Tribunal and the Disciplinary Board may apply, adapt or waive any
rule relating to the conduct of the proceedings before them, so as to give
effect to the Human Rights Act 1998.
6. Definitions
6.1 These
Rules form part of the Disciplinary Committees Byelaw (No. 31 of 1996) and,
subject to Rule 6.2 below shall be interpreted accordingly.
6.2 In
these Rules, unless the context otherwise requires:
ÒDisciplinary
BoardÓ means the Disciplinary Board established pursuant to paragraph 3 of the
Disciplinary Committees Byelaw (No. 31 of 1996, 419).
ÒDisciplinary
TribunalÓ means a Disciplinary Tribunal established pursuant to Rule 2.1.
above.
ÒmisconductÓ
means misconduct as defined in any byelaw made under LloydÕs Acts 1871 to 1982.
Òperson
subject to the disciplinary jurisdiction of the SocietyÓ means a person subject
to the disciplinary jurisdiction of the Society as specified in the Misconduct
and Penalties Byelaw (No. 30 of 1996, 418).
Òqualified
lawyerÓ means a barrister or a solicitor, holding a full practising
certificate.
ÒRepresentative
of the CouncilÓ means the individual appointed by the Council to conduct the
disciplinary proceedings pursuant to Rule 4.3 above.
ÒNoticeÓ
means a Notice served under Rules 7.1, 10.1 or 18.1 below.
Part
2ÑFixed Penalty Proceedings
7. Institution
of Fixed Penalty Proceedings
7.1 Fixed
Penalty proceedings shall be instituted by service of a Notice on the
defendant. The Notice shall:
(a) state
that the matter is to be dealt with by way of fixed penalty proceedings;
(b) set
out the alleged misconduct;
(c) set
out the facts and matters relied on;
(d) state
the amount of the fixed penalty; and
(e) be
accompanied by a copy of the Disciplinary Committees Byelaw (No. 31 of 1996,
419).
7.2 The
Council shall send the Disciplinary Board a copy of the Notice served under
Rule 7.1 above at the same time as serving the Notice on the defendant.
7.3 Where
disciplinary proceedings are instituted against an individual, the Council may
serve a copy of the Notice on his employer, his firm or any company of which he
is a director, and upon his employer, firm or company at the time of the
alleged misconduct.
8. Conduct
of Proceedings
8.1 The
Council shall serve on the defendant together with the Notice a statement that
within 14 days the defendant may choose not to contest the Notice and agree to
pay the fixed penalty, or to contest the Notice in which case the disciplinary
proceedings will continue against him as summary proceedings in accordance with
these Rules.
8.2 Within
14 days following service of a Notice, the defendant may serve a notice on the
Council stating that he agrees to pay the fixed penalty and does not contest
the Notice. In this event a copy of the Notice and the notice served by the
defendant shall be submitted to the Disciplinary Board, who shall issue a
decision accordingly imposing the fixed penalty. No order for costs shall be
made. A copy of the decision shall be served on the parties. The decision shall
take effect immediately and the disciplinary proceedings will thereupon be
concluded.
8.3 If
no notice under Rule 8.2 above is served within 14 days of service of a Notice,
then:
(a) the
Council shall serve on the defendant copies of all documents referred to in the
Notice and a copy of the Disciplinary Committees Byelaw (No. 31 of 1996, 419);
(b) the
disciplinary proceedings shall continue as summary proceedings in accordance
with these Rules, save that:
(i) the
time for service of the Defence shall be 14 days from service of the documents
pursuant to (a) above; and
(ii) Part
5ÑSettlements shall not apply to summary proceedings which were commenced as
fixed penalty proceedings.
9. Publication
of Findings
9.1 Subject
to Rule 9.2 below the Council may publish any decision of the Disciplinary
Board made pursuant to Rule 8.2 above.
9.2 The
Council may direct that a defendant in respect of whom the Disciplinary Board
has made a finding of misconduct, publish that finding in whatever form and
manner the Council considers appropriate.
9.3 No
publication shall take place earlier than the date on which a decision takes
effect, unless the defendant otherwise agrees.
Part
3ÑSummary Proceedings
10. Institution
of Summary Proceedings
10.1 Summary
proceedings shall be instituted by service of a Notice on the defendant. The
Notice shall:
(a) state
that the matter is to be dealt with by summary proceedings;
(b) set
out the alleged misconduct;
(c) set
out the facts and matters relied on; and
(d) be
accompanied by copies of all documents referred to and a copy of the
Disciplinary Committees Byelaw (No. 31 of 1996, 419).
10.2 The
Council shall send the Disciplinary Board a copy of the Notice and any
documents served under Rule 10.1 above at the same time as serving the Notice
on the defendant.
10.3 Where
disciplinary proceedings are instituted against an individual, the Council may
serve a copy of the Notice on his employer, his firm or any company of which he
is a director, and upon his employer, firm or company at the time of the
alleged misconduct.
11. Conduct
of Summary Proceedings
11.1 Within
28 days of service of a Notice of summary proceedings, the defendant shall
serve on the Disciplinary Board in writing with a copy to the Council:
(a) a
statement that he admits the misconduct and facts and matters alleged in the
Notice; or
(b) a
document (Ôthe DefenceÕ) stating:
(i) whether
he denies the misconduct alleged in the Notice;
(ii) which
(if any) of the facts and matters alleged in the Notice are challenged; and
(iii) any
other facts and matters which are relied on.
11.2 The
Defence shall be accompanied by copies of any documents referred to which are
additional to the documents served under Rule 10.1 or Rule 11.1 above.
11.3 The
defendant may apply to the Disciplinary Board for an extension to the time
period set out in Rule 11.1 above and the Disciplinary Board may, in its sole
discretion, extend that time period. If the defendant makes any request to
extend any time limit under this Rule he shall at the same time notify the
Representative of the Council of that request.
12. Summary
Proceedings in default of a defence
12.1 Rules
12.2 to 12.5 below apply to summary proceedings where no Defence is served.
12.2 The
misconduct alleged in the Notice and the facts and matters set out therein
shall be deemed to be admitted by the defendant if he has not notified the
Disciplinary Board otherwise and served a Defence within 28 days of service of
the Notice and the Disciplinary Tribunal shall issue findings accordingly and
serve a copy on each of the parties.
12.3 A
defendant may apply to the Disciplinary Tribunal to set aside findings against
him pursuant to Rule 12.2 above and for leave to serve a Defence. The
Disciplinary Tribunal shall grant the application if it is satisfied that it is
necessary in the interests of justice to do so. Any such application shall be
made within 7 days of the date of service of the findings on the defendant.
12.4 Within
7 days of the later of:
(a) the
service of findings under Rule 12.2 above; or
(b) the
refusal of an application under Rule 12.3 above to set aside such findings;
each party
shall:
(i) serve
on the Disciplinary Tribunal and the other party any written submissions as to
penalties or costs; and
(ii) notify
the Disciplinary Tribunal and the other party if it intends to make any oral
submissions as to penalties or costs, in which case the Disciplinary Tribunal
shall arrange a hearing for that purpose.
A party may
serve written submissions in reply to the Disciplinary Tribunal and the other
party within 7 days of service of the other partyÕs written submissions.
Either
party may refer in its submissions to any previous misconduct admitted by or
proved against the defendant, or any finding regarding the defendant of any
other regulatory body or any Court of competent jurisdiction whether within the
United Kingdom or elsewhere, and the Disciplinary Tribunal may take such
matters into account.
12.5 The
Disciplinary Tribunal shall notify the parties of its decision in accordance
with Rule 16.1 below.
13. Contested
Summary Proceedings
13.1 Rules
13.2 to 13.7 below apply to summary proceedings where a Defence has been served
under Rule 11.1 above or pursuant to leave given under Rule 12.3 above.
13.2 Within
14 days of service of the Defence, the Council shall serve on the defendant:
(a) any
written statement of Reply to the Defence and any further written submissions;
(b) copies
of all additional documents referred to; and
(c) a
copy of any statement of evidence relief on, signed by the witness verifying
its accuracy.
13.3 Within
14 days of the earlier of the time limited for service under Rule 13.2 above or
confirmation by the Council that it has no, or no further, documents to be
served under that Rule, the defendant shall serve on the Council:
(a) any
further written submissions;
(b) copies
of all additional documents referred to; and
(c) a
copy of any statement of evidence relied on, signed by the witness verifying
its accuracy.
13.4 The
partiesÕ submissions shall include submissions as to penalties (save in the
case of misconduct where the penalty is fixed by byelaw) and costs. Either
party may refer in its submissions to any previous misconduct admitted by or
proved against the defendant, or any finding regarding the defendant of any
other regulatory body or any Court of competent jurisdiction whether within the
United Kingdom or elsewhere, and the Disciplinary Tribunal may take such
matters into account. These submissions as to penalties and costs shall be set
out separately from the partiesÕ other submissions and shall not be put before
and considered by the Disciplinary Tribunal until after a decision has been
made as to the alleged misconduct.
13.5 Summary
proceedings shall be dealt with on the basis of written submissions and
documents unless the defendant makes a written request for an oral hearing.
Such request shall be made not later than the time limited for the service of
the defendantÕs written submissions under Rule 13.3 above and shall set out the
defendantÕs submissions why an oral hearing is required. The Disciplinary
Tribunal shall grant the request only if it is satisfied that an oral hearing
is necessary in the interests of justice. Rules 13.6 and 13.7 below shall apply
if an oral hearing is held.
13.6 The
hearing shall be in private unless the defendant requires a public hearing. In
such a case the Disciplinary Tribunal may in its discretion direct that any
part of the hearing shall take place in private if in its opinion this is
necessary in the interests of justice.
13.7 The
Disciplinary Tribunal shall have power to determine the conduct of the hearing
in such manner as it considers appropriate subject to the following:
(a) the
Council shall open the case and shall have the right to call witnesses and
adduce other evidence of any facts and matters set out in the Notice and the
Reply;
(b) the
defendant shall have the right to address the Disciplinary Tribunal and to call
witnesses and adduce other evidence of any facts and matters set out in the
Defence;
(c) both
parties shall have the right to cross examine and re-examine witnesses who are
called and such witnesses may also be questioned by the Disciplinary Tribunal;
(d) the
Council and the defendant shall each have the right to make a final address
provided that the defendant shall have the right to address the Disciplinary
Tribunal last.
14. Directions
14.1 Subject
to Rule 13.7 above the Disciplinary Tribunal may make any directions it
considers appropriate varying or supplementing the above procedure, including
provision for further written submissions.
14.2 If
at any time prior to its decision it appears to the Disciplinary Tribunal that
the gravity of the matter may be such that the proceedings would be more
appropriately dealt with by way of formal proceedings, it may:
(a) order
that the proceedings shall continue as formal proceedings;
(b) after
hearing the parties, make such consequential directions as it considers
appropriate having regard to Rules 22.1 to 22.4 below;
(c) make
provision for the costs of the summary proceedings.
15. The
Disciplinary TribunalÕs Decision
15.1 The
Disciplinary Tribunal shall issue its decision as to misconduct and any
penalties or orders as to costs and serve a copy on the defendant, with a copy
to the Council and to the Chairman of the Disciplinary Board. Subject to Rule
15.2 below, the Disciplinary Tribunal need not, but may in its sole discretion
decide to, at the same time give reasons for its decision. If the decision is
adverse to the defendant, the Disciplinary Tribunal shall at the same time
notify the defendant of any right of appeal under the Appeal Tribunal Byelaw
(No. 32 of 1996, 491) and provide the defendant with a copy of the byelaw.
15.2 The
Disciplinary Tribunal shall, if it decides to, give reasons for its decision or
upon the written request of either party, made no later than 14 days of the date
on which its decision was served on the defendant, state in writing:
(a) the
reasons for any findings as to misconduct, setting out all findings of fact
made by it; and
(b) the
reasons for any penalties imposed or orders as to costs made.
16. Effect
of the Decision
16.1 Unless
otherwise stated in the decision, the decision of a Disciplinary Tribunal shall
take effect 14 days from the latest of:
(a) the
date of service of the decision;
(b) the
date of service of the written statement pursuant to Rule 15.2 above;
(c) the
determination of any application under Rule 12.3 above; or
(d) the
decision of the Appeal Tribunal on an application for leave to appeal.
16.2 If
the defendant exercises any right of appeal under and in accordance with the
Appeal Tribunal Byelaw (No. 32 of 1996, 420) the Disciplinary TribunalÕs
decision shall not take effect pending the determination of the appeal.
16.3 Disciplinary
proceedings shall not be treated as finally concluded until the decision of the
Disciplinary Tribunal takes effect.
17. Publication
of Decision
17.1 Subject
to Rule 17.2 below, the Council may publish a decision of the Disciplinary
Board or a Disciplinary Tribunal and any written statement made under Rule 15.2
above and shall do so if:
(a) the
decision includes a finding of misconduct in respect of the defendant;
(b) the
hearing was held in public; or
(c) the
defendant requires the Council to do so.
17.2 The
Council may withhold publication of all or any part of any decision of the
Disciplinary Board or a Disciplinary Tribunal or any written statement made
under Rule 15.2 above where in the opinion of the Council:
(a) the
decision relates to misconduct of an administrative nature; or
(b) it
should do so because of exceptional regulatory reasons; or
(c) the
interests of justice so require.
17.3 The
Council may direct that a defendant in respect of whom the Disciplinary Board
or a Disciplinary Tribunal has made a finding of misconduct, publish that
finding in whatever form and manner the Council considers appropriate.
17.4 If
the hearing was not held in public, no publication shall take place earlier
than the date on which a decision takes effect, unless the defendant agrees.
Part
4ÑFormal Proceedings
18. Institution
of Formal Proceedings
18.1 Formal
proceedings shall be instituted by service of a Notice on the defendant. The
Notice shall:
(a) state
that the matter is to be dealt with by formal proceedings;
(b) set
out the alleged misconduct;
(c) set
out the facts and matters relied on; and
(d) be
accompanied by copies of all documents referred to and a copy of the
Disciplinary Committees Byelaw (No. 31 of 1996, 419).
18.2 The
Council shall send the Disciplinary Board a copy of the Notice and any
documents served under Rule 18.1 above at the same time as serving the Notice
on the defendant.
18.3. Where
disciplinary proceedings are instituted against an individual, the Council may
serve a copy of the Notice on his employer, his firm or any company of which he
is a director, and upon his employer, firm or company at the time of the
alleged misconduct.
19. Conduct
of Formal Proceedings
19.1 Within
28 days of service of a Notice of formal proceedings, the defendant shall serve
on the Disciplinary Board in writing with a copy to the Council:
(a) a
statement that he admits the misconduct and facts and matters alleged in the
Notice; or
(b) a
document (Òthe DefenceÓ) stating:
(i) whether
he denies the misconduct alleged in the Notice;
(ii) which
(if any) of the facts and matters alleged in the Notice are challenged; and
(iii) any
other facts and matters relied on.
19.2 The
Defence shall be accompanied by copies of any documents referred to which are
additional to the documents served under Rule 18.1 or Rule 19.1 above.
19.3 The
defendant may apply to the Disciplinary Board for an extension to the time
period set out in Rule 19.1 above and the Disciplinary Board may, in its sole
discretion, extend that time period. If the defendant makes any request to
extend any time limit under this Rule he shall at the same time notify the
Representative of the Council of that request.
20. Formal
Proceedings in default of a defence
20.1 Rules
20.2 to 20.5 below apply to formal proceedings where no Defence is served.
20.2 The
misconduct alleged in the Notice and the facts and matters set out therein
shall be deemed to be admitted by the defendant if he has not notified the
Disciplinary Board otherwise and served a Defence within 28 days of service of
the Notice and the Disciplinary Tribunal shall issue findings accordingly and
serve a copy on each of the parties.
20.3 A
defendant may apply to the Disciplinary Tribunal to set aside findings against
him pursuant to Rule 20.2 above and for leave to serve a Defence. The
Disciplinary Tribunal shall grant the application if it is satisfied that it is
necessary in the interests of justice to do so. Any such application shall be
made within 7 days of the date of service of the findings on the defendant.
20.4 Within
7 days of the later of:
(a) service
of findings under Rule 20.2 above; or
(b) the
refusal of an application under Rule 20.3 above to set aside such findings
each party
shall:
(i) serve
on the Disciplinary Tribunal and the other party any written submissions as to
penalties or costs; and
(ii) notify
the Disciplinary Tribunal and the other party if it intends to make any oral
submissions as to penalties or costs, in which case the Disciplinary Tribunal
shall arrange a hearing for that purpose.
A party may
serve written submissions in reply on the Disciplinary Tribunal and the other
party within 7 days of service of the other partyÕs written submissions.
Either
party may refer in its submissions to any previous misconduct admitted by or
proved against the defendant, or any finding regarding the defendant of any
other regulatory body or any Court of competent jurisdiction whether within the
United Kingdom or elsewhere, and the Disciplinary Tribunal may take such
matters into account.
20.5 The
Disciplinary Tribunal shall notify the parties of its decision in accordance
with Rule 23.1 below.
21. Contested
Formal Proceedings
Preliminary
Hearings
21.1 Rules
21.2 to 21.7 below apply to formal proceedings where a Defence has been served
under Rule 19.1 above or pursuant to leave given under Rule 20.3 above.
21.2 The
Disciplinary Tribunal shall hold a preliminary hearing within 14 days after its
appointment. The Disciplinary Tribunal may hold further preliminary hearings
from time to time.
21.3 The
purpose of the preliminary hearings shall be for the Disciplinary Tribunal to
give such directions as it considers appropriate for the conduct of the
proceedings. If appropriate, the directions may include:
(a) a
requirement for service of a written statement of Reply to the Defence and
other written submissions;
(b) a
requirement that the parties exchange copies of all documents referred to in
the written submissions or intended to be referred to at the hearing;
(c) a
requirement that the parties exchange copies of all documents in their
possession, custody or power upon which they rely in support of their case or
of which they are aware and which to a material extent adversely affect their
own case or support the other partyÕs case;
(d) a
requirement that the parties provide each other with the names of all witnesses
whose evidence is to be relied on at the hearing;
(e) a
requirement that the parties exchange copies of written witness statements
setting out the substance of the evidence such witnesses will give, signed by
the witness and verifying its accuracy;
(f) a
direction that any witness statements shall stand as the evidence-in-chief of
the witness concerned unless the Disciplinary Tribunal orders otherwise;
(g) arrangements
for the timing and location of the hearing and for a transcript to be made of
the hearing.
21.4 Preliminary
hearings shall be dealt with by the Tribunal Chairman alone unless in his sole
discretion he considers it necessary or desirable that the matter be heard by
the Disciplinary Tribunal.
The Hearing
21.5 There
shall be an oral hearing before the Disciplinary Tribunal in accordance with
Rules 21.6 and 21.7 below unless the parties agree that the proceedings may be
determined on the basis of written submissions and documents.
21.6 The
hearing shall be in private unless the defendant requires a public hearing. In
such a case the Disciplinary Tribunal may in its discretion direct that any
part of the hearing shall take place in private if in its opinion this is
necessary in the interests of justice.
21.7 The
Disciplinary Tribunal shall have power to determine the conduct of the hearing
in such manner as it considers appropriate subject to the following:
(a) the
Council shall open the case and shall have the right to call witnesses and
adduce other evidence of any facts and matters set out in the Notice and the
Reply;
(b) the
defendant shall have the right to address the Disciplinary Tribunal and to call
witnesses and adduce other evidence of any facts and matters set out in the
Defence;
(c) both
parties shall have the right to cross-examine and re-examine witnesses who are
called and such witnesses may also be questioned by the Disciplinary Tribunal;
(d) the
Council and the defendant shall each have the right to make a final address
provided that the defendant shall have the right to address the Disciplinary
Tribunal last.
21.8 Subject
to paragraph 21.7 above the Disciplinary Tribunal may make any directions it
considers appropriate varying or supplementing the above procedure, including
provision for further written submissions.
22. Findings,
Penalties and Costs
22.1 The
Disciplinary Tribunal shall issue its findings regarding the alleged misconduct
and serve a copy on the parties.
22.2 The
Disciplinary Tribunal may make such directions as it considers appropriate in
relation to the procedure or time period applicable to any matters subsequent
to the hearing.
22.3 Within
7 days of service of the findings under Rule 22.1 above each party shall:
(a) serve
on the Disciplinary Tribunal and the other party any written submissions as to
penalties or costs; and
(b) notify
the Disciplinary Tribunal and the other party if it intends to make any oral
submissions as to penalties or costs, in which case the Disciplinary Tribunal
shall arrange a hearing for that purpose.
Either
party may refer in its submissions to any previous misconduct admitted by or
proved against the defendant, or any finding regarding the defendant of any
other regulatory body or any Court of competent jurisdiction whether within the
United Kingdom or elsewhere, and the Disciplinary Tribunal may take such
matters into account.
22.4 Within
7 days of service of written submissions under Rule 22.3 above either party may
serve written submissions in reply to the other partyÕs written submissions on
the Disciplinary Tribunal and the other party.
22.5 The
Disciplinary Tribunal shall notify the parties of its decision in accordance
with Rule 23.1 above.
23. The
Disciplinary TribunalÕs Decision
23.1 The
Disciplinary Tribunal shall issue its decision as to misconduct and any
penalties or orders as to costs and serve a copy on the defendant, with a copy
to the Council and to the Chairman of the Disciplinary Board. Subject to Rule
23.2 below, the Disciplinary Tribunal need not, but may in its sole discretion
decide to, give reasons for its decision. If the decision is adverse to the
defendant, the Disciplinary Tribunal shall at the same time notify the
defendant of any right of appeal under the Appeal Tribunal Byelaw (No. 32 of
1996, 420) and any right to apply to the Council under the Council Stage of
Disciplinary Proceedings Byelaw (No. 33 of 1996) and provide the defendant with
a copy of those byelaws.
23.2 The
Disciplinary Tribunal shall, if it decides to give reasons for its decision or
upon the written request of either party made no later than 14 days of the date
on which its decision was served on the defendant, state in writing:
(a) the
reasons for any findings as to misconduct, setting out all findings of fact
made by it; and
(b) the
reasons for any penalties imposed or orders as to costs made.
24. Effect
of the Decision
24.1 Unless
otherwise stated in the decision, the decision of a Disciplinary Tribunal shall
take effect 14 days from the latest of:
(a) the
date of service of the decision;
(b) the
date of service of the written statement pursuant to Rule 23.2 above;
(c) the
determination of any application under Rule 20.3 above; or
(d) the
decision of the Appeal Tribunal on an application for leave to appeal.
24.2 If
the defendant exercises any right of appeal under and in accordance with the
Appeal Tribunal Byelaw (No. 32 of 1996, 420) or any right to apply to the
Council under and in accordance with the Council Stage of Disciplinary
Proceedings Byelaw (No. 33 of 1996), the Disciplinary TribunalÕs decision shall
not take effect pending the determination of the appeal or the decision of the
Council.
24.3 Disciplinary
proceedings shall not be treated as finally concluded until the decision of the
Disciplinary Tribunal takes effect.
25. Publication
of Decision
25.1 Subject
to Rule 25.2 below the Council may publish a decision of the Disciplinary Board
or a Disciplinary Tribunal and any written statement made under Rule 23.2 above
and shall do so if:
(a) the
decision includes a finding of misconduct in respect of the defendant; or
(b) the
hearing was held in public; or
(c) the
defendant requires the Council to do so.
25.2 The
Council may withhold publication of all or any part of any decision of the
Disciplinary Board or a Disciplinary Tribunal or any written statement made
under Rule 23.2 above where in the opinion of the Council:
(a) it
should do so because of exceptional regulatory reasons; or
(b) the
interests of justice so require.
25.3 The
Council may direct that a defendant in respect of whom the Disciplinary Board
or a Disciplinary Tribunal has made a finding of misconduct, publish that
finding in whatever form and manner the Council considers appropriate.
25.4 If
the hearing was not held in public, no publication shall take place earlier
than the date on which a decision takes effect, unless the defendant agrees.
Part
5ÑSettlements
26. Settlements
26.1 The
provisions of Part 5 apply to proceedings which were commenced as summary
proceedings or formal proceedings.
26.2 The
Council may serve on the defendant a statement of:
(a) the
penalties which the Council considers would be appropriate; and
(b) any
order as to costs which the Council considers would be appropriate.
Any
statement served under this paragraph shall not be placed before the
Disciplinary Board except pursuant to Rule 26.17(b) below.
26.3 The
defendant may enter into negotiations with the Representative of the Council
regarding a settlement of the proceedings at any time by submitting to the
Representative of the Council written proposals for settlement.
26.4 Any
agreement between the defendant and the Representative of the Council regarding
proposed terms of settlement shall be in writing and include a statement of the
agreed facts and the penalties and/or costs orders to be made.
Procedure
for Settlement Before the Disciplinary Board
26.5 Any
proposed terms of settlement which are agreed prior to the appointment of the
Disciplinary Tribunal shall be submitted to the Disciplinary Board for its
consideration.
26.6 The
Disciplinary Board may approve or decline to approve the settlement in its
absolute discretion. If it considers it appropriate, it may suggest
modifications to the terms of settlement for the partiesÕ consideration. For
the purpose of considering the terms of settlement it may require the parties
to appear before it.
26.7 If
the Disciplinary Board approves the settlement, it shall issue a decision as to
misconduct, penalties and costs which gives effect to the settlement and shall
notify the parties accordingly. Its decision shall take effect immediately
unless otherwise stated.
26.8 If
the Disciplinary Board declines to approve the settlement, it shall notify the
parties accordingly.
Procedure
for Settlement Before the Disciplinary Tribunal
26.9 Any
proposed terms of settlement which are agreed subsequent to the appointment of
the Disciplinary Tribunal shall be submitted to the Disciplinary Tribunal for
its consideration.
26.10 Following
the appointment of a Disciplinary Tribunal, but before the commencement of a
hearing of the substantive issues, if the parties decide to agree a settlement
they shall inform the Disciplinary Tribunal immediately and obtain a date for
the hearing before the Disciplinary Tribunal for consideration of that settlement.
26.11 Where
the application is made pursuant to Rule 26.10 above, the parties must:
(a) Except
in simple cases where the circumstances do not merit it or when the
Disciplinary Tribunal otherwise directs, submit a written statement containing any
material facts which (for the purposes of the application) are either agreed or
not opposed (by either party); and
(b) Specify
in the written statement (or, if none, a separate document) the penalty and
costs which the parties will invite the Disciplinary Tribunal to order.
26.12 Any
document referred to in Rule 26.11 above must be submitted to the Disciplinary
Tribunal not less than 2 clear days before the day fixed for hearing of the
settlement in Rule 26.10 above.
26.13 The
Disciplinary Tribunal may approve or decline to approve the settlement and the
proposed penalties and costs in its absolute discretion.
26.14 If
the Disciplinary Tribunal approves the settlement, it shall issue a decision as
to misconduct, penalties and costs which gives effect to the settlement and
shall notify the parties accordingly. Its decision shall take effect
immediately unless otherwise stated.
26.15 If
the Disciplinary Tribunal declines to approve the settlement, it shall:
(a) notify
the parties accordingly; and
(b) disqualify
itself from further proceedings.
Confidentiality
26.16 All
matters relating to settlement before the Disciplinary Board and Disciplinary
Tribunal shall be treated as confidential and (subject to Rule 26.20) shall not
be relied upon in disciplinary proceedings to which they relate.
Publication
of Decision
26.17 Subject
to Rule 26.18 below the Council may publish the terms of settlement and shall
do so if:
(a) the
decision includes a finding or admission of misconduct in respect of the defendant;
or
(b) the
defendant requires the Council to do so.
26.18 The
Council may withhold publication of all or any part of any decision of the
Disciplinary Board or a Disciplinary Tribunal or any written statement made
under Rules 26.1 and 26.14 above where in the opinion of the Council:
(a) the
decision relates to misconduct of an administrative nature; or
(b) it
should do so because of exceptional regulatory reasons; or
(c) the
interests of justice so require.
26.19 The
Council may direct that a defendant in respect of whom the Disciplinary Board
or a Disciplinary Tribunal has made a finding of misconduct, publish that
finding in whatever form and manner the Council considers appropriate.
26.20 Any
written settlement proposals which are expressly made on the basis that they
may be taken into account on the question of costs shall be admissible on that
question only.
26.21 The
Disciplinary Board or Disciplinary Tribunal may grant an extension of time for
the submission of agreed terms of settlement if the Representative of the
Council and the defendant so request in writing.]
NOTE
Schedule
3ÑRevocation and Amendments
1. The
Disciplinary Committees Byelaw (No. 10 of 1993) is revoked save in its
application to any disciplinary proceedings commenced prior to the date that
this byelaw comes into force.
[2. [É]
NOTE
420. Appeal
Tribunal Byelaw No. 32 of 1996, 7 August 1996
COMMENCEMENT
This
byelaw came into force on 7 August 1996.
AMENDMENTS
This
byelaw was amended by
Appeal
Tribunal (Amendment) Byelaw (No. 47 of 1996)
Major
Syndicate Transactions Byelaw (No. 18 of 1997)
Central
Accounting Byelaw (No. 20 of 1998)
Underwriting
Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Revocation
Byelaw (No. 16 of 1999)
Run-Off
Years of Account (Revocation) Byelaw (No. 1 of 2000)
Assignment
of Syndicate Participations (Second Nominations) Byelaw (No. 6 of 2000)
Intermediary
Amendment Byelaw (No. 10 of 2000)
Annual
Subscribers Byelaw (No. 15 of 2000)
LloydÕs
Brokers Byelaw (No. 17 of 2000)
Appeal
Tribunal (Amendment) Byelaw (No. 22 of 2000)Ñsee byelaw No. 22 of 2000, 421A
Fit and
Proper Person Determination Byelaw (No. 23 of 2000)
Restitution
Orders Byelaw (No. 24 of 2000).
EXPLANATORY
NOTE
(This note
is not part of the byelaw)
This
byelaw revokes and re-enacts with amendments the Appeal Tribunal Byelaw (No. 18
of 1995). The byelaw covers both appeals in disciplinary proceedings and
appeals from decisions of the Council or the Committee.
This
note sets out the main changes made by the byelaw including the rules governing
the appeal procedure, which are now set out separately in Schedule 2 (the
ÒLloydÕs Appeal RulesÓ):
1. All
members of the Appeal Tribunal are required to be qualified lawyers of at least
10 years standing or people who hold or have held high judicial offices
(paragraph 2(1)). In addition, the Council is now able to revoke the
appointment of a member of the Appeal Tribunal in certain circumstances
(paragraph 3).
2. The
byelaw provides that a defendant has a right of appeal from a decision in
disciplinary proceedings on any allegation of misconduct and/or any penalties
and/or orders as to costs except that there is no right of appeal from a
decision imposing a fixed penalty (which requires the defendantÕs agreement
under the provision of the Disciplinary Committees Byelaw) or regarding terms
of settlement agreed to by a defendant. In addition, an appeal from a decision
in summary proceedings or in default of service of the defence or in defualt of
appearance at a hearing can only be made with the leave of the Appeal Tribunal.
3. There
is a right of appeal under paragraph 7 of the byelaw in respect of the
decisions of the Council or the Committees listed in Schedule 3. In these
cases, the person concerned may request a statement of reasons for the decision
of the Council or the Committee within 14 days of the decision before deciding
whether to appeal. This changes the present system under which reasons are only
given for such decisions after an appeal has been commenced by the defendant.
4. Schedule
2 to this byelaw sets out LloydÕs Appeal Rules which govern the bringing of and
conduct of all appeals or other proceedings before the Appeal Tribunal.
5. In
all cases, appeals are by way of review, not rehearing. The grounds of appeal
are that the body appealed from (i) made an error of law; (ii) took into
account irrelevant matters or failed to take into account relevant matters or
otherwise reached a decision so unreasonable that no reasonable body could have
so decided, or (iii) failed to adopt a fair procedure in reaching its decision.
It is provided that the Appeal Tribunal shall not be bound to allow an appeal
unless it is of the opinion that substantial injustice has occurred. If an
appeal succeeds, the matter will then be remitted to the body appealed from
with such directions for re-hearing and determination as the Appeal Tribunal
thinks fit.
6. An
appeal is commenced when an appellant serves a Notice of Appeal on the Council
together with a copy of the decision which has been appealed and, if
applicable, the statement of reasons for the decision and the order giving
leave to appeal.
7. The
appellant must then serve a statement setting out the grounds of appeal and any
factual matters relied on within 14 days of service of a Notice of Appeal. The
Council may serve a reply within 14 days of service of the appellantÕs
statement.
8. The
Council will appoint the Representative of the Council to conduct the appeal
proceedings on its behalf (Rule 3.5).
9. There
will be an oral hearing before the Appeal Tribunal unless the parties agree
otherwise (Rule 6.1). The hearing is in private unless the appellant requires a
public hearing (Rule 6.2).
The Council
of LloydÕs, in exercise of its powers under LloydÕs Act 1982, by special
resolution hereby makes the following byelaw.
Interpretation
1. The
provisions of Schedule 1 to this byelaw (Interpretation) shall have effect.
The Appeal
Tribunal
2. (1)There
shall be an Appeal Tribunal which shall consist of a President, a Deputy
President and such other individual or individuals as the Council may from time
to time appoint. Each member of the Appeal Tribunal shall be a qualified lawyer
of at least ten yearsÕ standing or a person who holds or has held high judicial
office.
(2)No
person shall be appointed to the Appeal Tribunal who is:
(a) a
person subject to the disciplinary jurisdiction of the Society;
(b) a
member of the Council;
(c) a
member of the Disciplinary Board; or
(d) a
member of a Disciplinary Tribunal that has been involved in the matter referred
to the Appeal Tribunal.
(3)Subject
to sub-paragraph (5), an appointment as President or Deputy President shall be
for a term not exceeding 5 years, but may be renewed by the Council from time
to time.
(4)Any
other individual appointed to the Appeal Tribunal shall be appointed for the
purpose of hearing and determining, and for the duration of, a specified appeal
or appeals or other proceedings.
(5)If
the President or Deputy President is engaged in a hearing which has not been
concluded at the date that his term of office would otherwise expire, he shall
continue to be a member, but unless his appointment is renewed under
sub-paragraph (3) his membership shall continue only for the purposes of that
hearing.
(6)Each
member of the Appeal Tribunal shall be entitled to such remuneration and
expenses from the Society as the Council may determine.
Revocation
of membership
3. The
Council shall revoke the appointment of any member of the Appeal Tribunal:
(a) against
whom disciplinary proceedings under LloydÕs Acts 1871 to 1982 or any byelaw
made thereunder might, in the opinion of the Council, have been taken if such
member was a person subject to the disciplinary jurisdiction of the Society
pursuant to the Misconduct and Penalties Byelaw (No. 30 of 1996);
(b) who
has been, by any court of competent jurisdiction, convicted of any crime or
made the subject of a finding in any judgment in civil proceedings which, in
the opinion of the Council, involves discreditable conduct and such conviction
or finding has not to the CouncilÕs knowledge been set aside on appeal or
otherwise;
(c) who
has been found guilty of misconduct by any professional body which, in the
opinion of the Council, involves discreditable conduct and such finding has not
to the CouncilÕs knowledge been set aside on appeal or otherwise;
(d) who
has been adjudicated bankrupt or adjudicated or declared insolvent by the due
process of law of the United Kingdom or elsewhere, or who has made any
arrangement or composition with his creditors or who has otherwise acknowledged
his inability to pay his debts; or
(e) who
is unable by virtue of his physical or mental health to discharge his duties,
in the opinion of the Council having regard to any available advice of a
qualified medical practitioner.
Conflicts
of interest
4. No
one appointed to the Appeal Tribunal shall hear and determine an appeal if the
circumstances are such that there would be a real danger of bias on his part or
if he has any material financial interest in the matter referred to the Appeal
Tribunal.
The hearing
of appeals
5. (1)The
Appeal Tribunal shall hear and determine all appeals brought pursuant to
paragraphs 6 and 7 below.
(2)The
rules set out in Schedule 2 to this byelaw (LloydÕs Appeal Rules) shall govern
the bringing of and conduct of all appeals to or other proceedings before the
Appeal Tribunal.
(3)Subject
to paragraph 4, each appeal or other matter shall be heard and determined by
the President or Deputy President unless it is not reasonably practicable for them
to do so. If the President and Deputy President are unable to hear the matter,
the Council shall appoint a member of the Appeal Tribunal for this purpose
pursuant to paragraph 2 above.
Rights of
appeal in disciplinary proceedings
6. (1)Subject
to this paragraph and the provisions of Schedule 2, a defendant shall have a
right of appeal from a decision of a Disciplinary Tribunal on any allegation of
misconduct and/or any penalties and/or orders as to costs.
(2)A
defendant shall have no right of appeal from a decision of the Disciplinary
Board imposing a fixed penalty or approving or refusing to approve terms of
settlement agreed to by the defendant.
(3)An
appeal from a decision as to misconduct, penalty or costs order in summary
proceedings or in default of service of a defence or in default of appearance
at an oral hearing shall only be made with the leave of the Appeal Tribunal.
(4)The
Council shall have no right of appeal to the Appeal Tribunal.
Other
rights of appeal
7. Subject
to the provisions of Schedule 2, the persons referred to in paragraphs 2 and 3
of Schedule 3 (rights of appeal from decisions of the Council or the Committee)
shall have a right of appeal from any decision of the Council or the Committee
made under any of the provisions set out in paragraph 1 of Schedule 3 to this
byelaw.
[7A. A
defendant shall have a right of appeal from any Order of a tribunal made
pursuant to paragraph 5 of the Fit and Proper Person Determination Byelaw (No.
23 of 2000, 422). For the avoidance of doubt a defendant shall have no right of
appeal in respect of such byelaws from a decision under that byelaw of the
Disciplinary Board or a Tribunal refusing to approve terms of settlement agreed
by the defendant.]
NOTE
[7B. A
defendant to Restitution Proceedings pursuant to the Restitution Orders Byelaw
(No. 24 of 2000, 423) shall have the right of appeal from any order of a
Restitution Tribunal made pursuant to paragraph 7 of the Restitution Byelaw but
shall have no right of appeal from a decision of the Disciplinary Board or the
Restitution Tribunal refusing to approve the terms of settlement of any
Restitution Proceedings pursuant to the LloydÕs Restitution Rules.]
NOTE
Statement
of reasons
8. (1)Within
14 days of the date of a decision of the Council or the Committee, a person who
has a right of appeal under paragraph 7 of this byelaw may request that the
Council or the Committee shall:
(a) serve
a statement setting out the reasons for the decision, if not already provided
to him;
(b) identify
all documents which were before it; and
(c) provide
him with copies of any documents which were not previously provided to him.
The
Council or the Committee shall comply with the request within 7 days.
(2)If
the Council or the Committee acted upon confidential information or documents,
particulars and copies of that information and of those documents may be
omitted from the statement of reasons and documents served under this
paragraph. In this event the Council or the Committee shall disclose to the
person concerned the fact that such omission has been made.
Revocations
and amendments
9. The
provisions of Schedule 4 to this byelaw (Revocations and Amendments) shall have
effect.
Commencement
and application
10. (1)This
byelaw shall come into force on 7 August 1996.
(2)This
byelaw shall apply to all appeals to the Appeal Tribunal which commence after
it comes into force.
Schedule
1ÑInterpretation
In
this byelaw, unless the context otherwise requires, the following expressions
have the following meanings:
ÒAppeal
TribunalÓ means the Appeal Tribunal established by the Appeal Tribunal Byelaw
(No. 32 of 1996, 420);
ÒDeputy
PresidentÓ means the Deputy President of the Appeal Tribunal;
ÒDisciplinary
BoardÓ means the Disciplinary Board established by the Disciplinary Committees
Byelaw (No. 31 of 1996, 419);
ÒDisciplinary
TribunalÓ means a Disciplinary Tribunal appointed pursuant to LloydÕs
Disciplinary Rules set out in Schedule 2 to the Disciplinary Committees Byelaw
(No. 31 of 1996, 419);
Òfixed
penaltyÓ means a penalty set out in Schedule 2 to the Misconduct and Penalties
Byelaw (No. 30 of 1996, 418);
Òperson
subject to the disciplinary jurisdiction of the SocietyÓ means a person subject
to the disciplinary jurisdiction of the Society as set out in the Misconduct and
Penalties Byelaw (No. 30 of 1996, 418);
ÒPresidentÓ
means the President of the Appeal Tribunal;
Òqualified
lawyerÓ means a barrister or a solicitor, holding a full practising
certificate.
Schedule
2ÑLloydÕs Appeal Rules
The hearing
of appeals
1. These
Rules govern the bringing of and conduct of all appeals to or other proceedings
before the Appeal Tribunal pursuant to the Appeal Tribunal Byelaw, that is:
(a) appeals
from, or applications for leave to appeal from, a decision of a Disciplinary
Tribunal in disciplinary proceedings, pursuant to paragraph 6 of that byelaw;
and
(b) appeals
from [, or applications for leave to appeal from,] decisions of the Council or
the Committee, pursuant to paragraph 7 of that byelaw.
NOTE
Grounds for
appeal
2. In
any appeal under the Appeal Tribunal Byelaw, the Appeal Tribunal shall not
substitute its own judgment for that of the body appealed from but shall
consider only whether that body:
(a) made
an error of law;
(b) took
into account irrelevant matters or failed to take into account relevant matters
or otherwise reached a decision so unreasonable that no reasonable body could
have so decided; or
(c) failed
to adopt a fair procedure in reaching its decision;
provided
that the Appeal Tribunal shall not be bound to allow an appeal unless it is of
the opinion that substantial injustice has occurred.
Commencement
of an appeal
3.1 An
appeal shall be begun by service on the Council of a Notice of Appeal, which
must be served within 14 days of the later of:
(a) the
date of service on the appellant of the decision of the body appealed from;
(b) the
date of service of a written statement giving reasons for that decision; or
(c) if
leave is required, the date on which leave to appeal was granted.
The Notice
of Appeal shall be accompanied by a copy of the decision which is being
appealed and, if applicable, the statement of reasons for the decision and the
order giving leave to appeal.
3.2 The
appellant shall send the Appeal Tribunal a copy of the Notice of Appeal and accompanying
documents at the same time as serving the Notice on the Council.
3.3 [As
soon as practicable after] the receipt of the Notice of Appeal, the Appeal
Tribunal shall give the appellant and the Council notice of the member of the
Appeal Tribunal who shall hear and determine the appeal (Òthe appointed
memberÓ).
NOTE
3.4 The
appellant may object to the appointed member appointed to hear and determine
the appeal on the ground that his appointment is in breach of paragraph 4 of
the Appeal Tribunal Byelaw. Any objection shall be made by giving notice of the
objection, stating the reasons for it, to the Appeal Tribunal within 7 days of
receiving notice under rule 3.3 above. If the Appeal Tribunal is satisfied that
the objection is properly made, that person shall retire from hearing that
matter and another person shall be selected in his place, and the Council and
the appellant shall be notified accordingly.
3.5 The
Council shall appoint the Representative of the Council to conduct the appeal
proceedings on its behalf. The Representative of the Council may instruct a
qualified lawyer. The appellant and the Appeal Tribunal shall be informed of
the name of the Representative of the Council and of any subsequent change in
that appointment.
3.6 Within
14 days of service of a Notice of Appeal, the appellant shall serve on the
Council, with a copy to the Appeal Tribunal, a statement setting out:
(a) the
grounds of appeal; and
(b) any
facts or matters relied on.
3.7 The
Council may serve a reply within 14 days of service by the appellant of the
statement pursuant to Rule 3.6 and shall send a copy of such reply to the
Appeal Tribunal.
3.8 At
any time after service of a Notice of Appeal from a decision of the Council or
the Committee pursuant to paragraph 7 of the Appeal Tribunal Byelaw, the Appeal
Tribunal may, upon the application of any party to such appeal, stay the
implementation of the decision appealed against, either in whole or in part.
Applications
for leave to appeal [É]
4.1 An
application to the Appeal Tribunal for leave to appeal against a decision [É]
pursuant to [paragraphs 6 and 7 of and paragraph 1 of Schedule 3 to] the Appeal
Tribunal Byelaw shall be made within 14 days of the [later of;
(a) the
date of service on the appellant of the decision of the body in respect of
which leave to appeal is sought; and
(b) the
date of service of a written statement giving reasons for that decision.]
4.2 An
application for leave to appeal shall be in writing and shall set out the
reasons for which it is contended leave should be granted. The application
shall be served on the Council and shall be accompanied by a copy of the
decision in respect of which leave is sought and, if applicable, the statement
of reasons for that decision [and a copy of the application and accompanying
documents shall be sent to the Appeal Tribunal at the same time].
4.3 The
Appeal Tribunal may decide an application on the basis of the applicantÕs
written submissions or may hold a hearing for this purpose as it considers appropriate.
4.4 The
Council may make written submissions in response to an application for leave to
appeal within 14 days of service of the application.
[4.5 At
any time after service of an application for leave to appeal from a decision of
the Council or the Committee pursuant to paragraph 7 of the Appeal Tribunal
Byelaw, the Appeal Tribunal may, upon application of any party to such
application, stay the implementation of the decision in respect of which leave
to appeal is sought, either in whole or in part.]
NOTE
Preliminary
hearings
5. The
Appeal Tribunal may hold preliminary hearings for the purpose of:
(a) deciding
any application under Rule 3.8 [or Rule 4.5] for a stay of the decision pending
the appeal;
(b) giving
any directions which it considers appropriate for the conduct of the
proceedings.
NOTE
Oral
hearings
6.1 There
shall be an oral hearing before the Appeal Tribunal unless the parties agree
that the proceedings may be determined on the basis of written submissions and
documents.
6.2 The
hearing shall be in private unless the appellant requires a public hearing. In
such a case the Appeal Tribunal may in its discretion direct that any part of
the hearing shall take place in private if in its opinion this is necessary in
the interests of justice.
The Appeal
TribunalÕs decision
7.1 The
Appeal Tribunal shall give to the parties a written statement of its decision
and its reasons. The decision shall take effect immediately.
7.2 Where
the Appeal Tribunal allows an appeal it shall order that the matter shall be
determined by the [body appealed from (and may order, if appropriate, that it
shall be determined by a differently constituted body)] and it shall give such
directions as it thinks fit.
7.3 If
the Appeal Tribunal has exercised its power under Rule 11.2 to preserve the
confidentiality of information, the written statement of its decision and
reasons shall disclose the fact that it has done so but need give no further
particulars.
NOTE
Costs
8.1 The
Appeal Tribunal may order any party to the proceedings to pay costs and, if so,
shall determine the amount of those costs and the date by which they shall be
paid.
8.2 Costs
may include the remuneration and expenses of members of the Appeal Tribunal and
assessors, administration costs and legal costs and other expenses incurred in
connection with the appeal, including the SocietyÕs own costs incurred in the
preparation and presentation of the appeal.
Publication
9.1 The
Council may publish a decision of the Appeal Tribunal if:
(a) the
hearing was held in public;
(b) the
appellant requires the Council to do so; or
(c) the
decision upholds the decision of a Disciplinary Tribunal.
9.2 The
Council may withhold publication of all or part of any decision of the Appeal
Tribunal if it considers that it should do so because of exceptional regulatory
reasons or because the interests of justice so require.
9.3 In
the case of an appeal against a decision of a Disciplinary Tribunal, if the
hearing was not held in public, no publication shall take place earlier than
the date on which a decision takes effect, unless the appellant agrees.
GENERAL AND
MISCELLANEOUS PROVISIONS
Power to
determine procedure
10. Subject
to these Rules, the Appeal Tribunal shall have power to determine the conduct
of proceedings before it in such manner as it considers appropriate.
Evidence
11.1 The
Appeal Tribunal shall not be bound by any enactment or rule of law relating to
the admissibility of evidence in proceedings before any court of law.
11.2 When
hearing an appeal brought under paragraph 7 of the Appeal Tribunal Byelaw, the
Appeal Tribunal shall be entitled to consider information or documents which
were before the Council or the Committee without revealing either the
information or documents or their source.
11.3 The
findings of fact of any court of competent jurisdiction or any committee or
tribunal of any statutory, professional or other body exercising a regulatory
or disciplinary jurisdiction, whether within the United Kingdom or elsewhere,
which have not been set aside on appeal or otherwise, shall be prima facie
evidence of the facts so found. A criminal conviction of the appellant by any
such court, which has not been set aside on appeal or otherwise, shall be
conclusive evidence of the commission of the offence in question.
11.4 The
Appeal Tribunal may administer oaths in accordance with section 7(4)(a) of
LloydÕs Act 1982.
11.5 The
Appeal Tribunal may require the Council, the Committee, the Disciplinary Board,
a Disciplinary Tribunal, or any person subject to the disciplinary jurisdiction
of the Society to disclose to the Appeal Tribunal any information or document
which the Appeal Tribunal in its opinion needs in order to exercise its
jurisdiction fairly in any appeal.
Amendment
of documents
12. The
Appeal Tribunal may permit the amendment of any document served by the parties
on such terms as it thinks fit.
Joinder of
proceedings etc
13. The
Appeal Tribunal may instruct that appeals by two or more appellants shall be
heard separately, or at the same time, or that a hearing of a particular issue
be stayed until the determination of another issue.
Time
14.1 If
any period specified by these Rules expires on a Saturday, Sunday, bank
holiday, Christmas Day or Good Friday, it will be extended to the next day
which is not such a day.
14.2 The
Appeal Tribunal may, if it considers it appropriate, extend any period within
which a party is required by these Rules to do any act in connection with
proceedings before it.
Default
15.1 If
a party fails to attend any hearing before the Appeal Tribunal and the Appeal
Tribunal is not satisfied that he has a reasonable excuse for his absence, it
may proceed in his absence.
15.2 The
Appeal Tribunal may, in the event of the failure of the party to comply with
any instruction of the Appeal Tribunal, take any action it considers
appropriate, including an award of costs against that party.
Representation
16.1 The
Council shall be represented at hearings before the Appeal Tribunal by the
Representative of the Council or by a qualified lawyer instructed by him.
16.2 The
appellant may be represented by a qualified lawyer at hearings before the
Appeal Tribunal.
16.3 The
Representative of the Council and the appellant shall notify the Appeal
Tribunal of any representative appointed as soon as reasonable practicable and
in any event not less than 14 days prior to the commencement of the hearing.
Notices and
service
17.1 Any
notice required to be given by these Rules shall be in writing.
17.2 Any
notice shall be given and service of documents pursuant to these Rules shall be
effected by:
(a) post
to the proper address;
(b) fax;
(c) leaving
the document at the proper address; or
(d) personal
service.
17.3 The
proper address of any person is:
(a) in
the case of an individual, his business address or his usual or last known home
address;
(b) in
the case of a partnership, its principal or last known place of business in the
United Kingdom;
(c) in
the case of a body corporate, its registered office or principal office in the
United Kingdom;
(d) in
the case of the Council or the Committee, the Representative of the Council, at
his business address, or, if the Representative of the Council has not been
appointed, the Secretary of the Council;
(e) in
the case of the Appeal Tribunal, the Secretary of the Appeal Tribunal;
(f) in
the case of the Representative of the Council, at his business address; or
(g) the
business address of the qualified lawyer, if any, who is acting for that person
in the matter in connection with which the service of the document in question
is to be effected.
17.4 (a) Where
notice is given or service is effected by post and the document is proved to
have been posted, the document in question shall be presumed to have been
delivered 72 hours from the time of posting and the date of notification or
service shall be construed accordingly;
(b) Where
notice is given or service is effected by fax, it shall be confirmed by the
delivery or posting of a copy of the fax to the party to whom the fax was
addressed and the date of notification or service shall be presumed to be the
date of the fax transmission;
(c) where
notice is given or service is effected by leaving the document at the proper
address of the person to be served, the date of notification or service shall
be the date on which the document was left.
17.5 The
provisions of Rules 17.1 to 17.4 are without prejudice to any applicable
provisions of any byelaws regarding the service of documents or notices, to
which they shall be regarded as alternative.
Definitions
18.1 These
Rules form part of the Appeal Tribunal Byelaw (No. 32 of 1996, 420) and,
subject to Rule 18.2, shall be interpreted accordingly.
18.2 In
these Rules, unless the context otherwise requires, the following expressions
shall have the following meanings:
Òperson
subject to the disciplinary jurisdiction of the SocietyÓ means a person subject
to the disciplinary jurisdiction of the Society as set out in the Misconduct
and Penalties Byelaw (No. 30 of 1996, 418).
Òqualified
lawyerÓ means a barrister or a solicitor, holding a full practising
certificate.
ÒRepresentative
of the CouncilÓ means the individual appointed by the Council to conduct the
appeal proceedings pursuant to Rule 3.5.
Schedule 3
Right of
appeal from decisions of the Council or the Committee
1. An
appeal may be made pursuant to paragraph 7 of this byelaw from any decision of
the Council or the Committee made under LloydÕs Act 1982 or:
(a) Membership
Byelaw (No. 17 of 1993, 111), as to:
(i) the
refusal of an application for membership of the Society under paragraph 10 of
that byelaw;
(ii) the
imposition of a condition or requirement (including a requirement to give an
undertaking) other than a condition or requirement which is applicable to all
members, under paragraphs 3 or 10 of that byelaw;
(iii) the
cessation or revocation of membership of the Society under paragraphs 41, 42,
43, 45, 46 or 47 of that byelaw;
(iv) the
refusal of an application for any consent, or the grant of any consent subject
to a condition or requirement, under paragraph 14 of that byelaw;
(v) the
grant of permission to any underwriting member to underwrite insurance business
at LloydÕs subject to any condition, requirement or direction under paragraph
22 of that byelaw;
(vi) the
making of any condition, requirement or direction under paragraph 24 of that
byelaw;
(vii) the giving
of any direction under paragraph 25 of that byelaw.
(b) Underwriting
Agents Byelaw (No. 4 of 1984, 101), as to:
(i) the
refusal of an application for registration as an underwriting agent or of an
application for renewal of such registration under paragraph 6 of that byelaw;
(ii) the
refusal of an application by an underwriting agent for permission to act as
both a managing agent and membersÕ agent under paragraph 6 of that byelaw;
(iii) the
refusal of an application by a managing agent for permission to manage a
syndicate under paragraph 6 of that byelaw;
(iv) the
imposition of a condition or requirement (including a requirement to give an
undertaking), other than a condition or requirement which is applicable to all
applicants or underwriting agents of the same class, under paragraph 9 of that
byelaw;
(v) the
withdrawal of a permission to act as a managing agent or as a membersÕ agent
under paragraph 11 of that byelaw;
(vi) the
withdrawal of a permission for a managing agent to manage a syndicate (other
than a withdrawal under paragraph 11 of that byelaw);
(vii) the removal
of the name of an underwriting agent from the register under paragraph 11 of
that byelaw;
(viii) the postponement
of the removal of the name of an underwriting agent from the register, or the
giving of any direction in connection with such a postponement under paragraph
11 of that byelaw;
(ix) [É]
NOTE
(x) the
refusal to:
(a) grant
a clearance notification under paragraph 10 of that byelaw; or
(b) give
or vary any agreement (other than on the grant or renewal of a permission to
act) required under any of the provisions of Sections I and II of Part C of
that byelaw;
but
only with the leave of the Appeal Tribunal.
(c) [[LloydÕs
Brokers Byelaw (No. 17 of 2000, 123), as to
(i) the
refusal of an application for registration as a LloydÕs broker or of an
application for renewal of such registration;
(ii) the
removal of the name of a LloydÕs broker under paragraph 8 of that byelaw.]]
(d) Syndicate
Audit Arrangements Byelaw (No. 10 of 1984, 102), as to:
(i) the
refusal of an application by a person for the entry of his name in the list of
all persons entitled to act as a syndicate auditor under paragraph 3 of that
byelaw;
(ii) the
removal of a name from the list of all persons entitled to act as a syndicate
auditor under sub-paragraphs 5(a)(i), (b) or (c) of that byelaw.
(e) LloydÕs
Brokers Byelaw (No. 5 of 1988), as to:
(i) the
refusal of an application for registration as a LloydÕs broker or of an
application for renewal of such registration under paragraph 6 of that byelaw;
(ii) [É]
(iii) the
removal of the name of a LloydÕs broker from the register under paragraph 11 of
that byelaw;
(iv) [É];
(v) [É];
(vi) [É].
(f) [É]
NOTE
(g) Agency
Agreements Byelaw (No. 8 of 1988, 310), as to:
(i) the
decision to grant an application under paragraph 11A of that byelaw, by the
member of the Society to whom the notice to which the application relates is
proposed to be given;
(ii) the
decision of the Council to refuse an application under paragraph 11A of that
byelaw or to impose conditions on the grant of such an application, by the
membersÕ agent which has made the application;
(iii) the
decision to grant an application under paragraph 11B of that byelaw, by the
member of the Society to whom the notice to which the application relates is
proposed to be given;
(iv) the
decision to refuse an application under paragraph 11B of that byelaw or to
impose conditions on the grant of such an application, by the managing agent
which has made the application;
(v) the
decision to refuse a direction under paragraph 15 of that byelaw, by the
managing agent which has applied for the direction;
(vi) the
decision to grant a direction under paragraph 15 of that byelaw, by either or
both of the member of the Society who has made the nomination to which the
direction relates or the member of the Society who has been so nominated.
(h) Multiple
Syndicates Byelaw (No. 5 of 1989, 311), as to:
(i) the
refusal of an application by a managing agent for consent under part C or part
E of that byelaw by the managing agent concerned, whether on its own behalf or
on behalf of an individual;
(ii) the
refusal of an application for consent under part C of that byelaw by the
individual concerned;
(iii) the
revocation of any consent granted under part C or part E of that byelaw;
(iv) the
variation of any condition or the imposition of any additional condition in
connection with any consent granted under part C or part E of that byelaw.
(i) [Syndicate
Pre-emption Byelaw (No. 19 of 1997, 326), as to the refusal to grant a
permission or the revocation or suspension of such permission under paragraph
4A of that byelaw.]
NOTE
[É]
NOTE
(k) Approval
of Correspondents Regulation (No. 4 of 1990, 116), as to:
(i) the
revocation of approval of a correspondent under paragraph 12 of that
regulation;
(ii) the
imposition of a condition to the approval of a correspondent other than a
condition applicable to all correspondents under paragraph 9 of that
regulation.
(l) [Annual
Subscribers Byelaw (No. 15 of 2000, 122) as to:
(i) the
refusal of an application for entry in the register of annual subscribers under
paragraph 3 of that byelaw;
(ii) the
removal of the name of an annual subscriber from the register of annual
subscribers under paragraph 8 of that byelaw;]
[É]
NOTE
(n) Run-off
Companies Byelaw (No. 2 of 1995, 114), as to:
(i) the
refusal of an application for entry in the register of approved run-off
companies under paragraph 7 of that byelaw;
(ii) the
removal of the name of an approved run-off company from the register or the
postponement of such removal under paragraph 11 of that byelaw;
(iii) the
imposition upon an approved run-off company of any condition other than a
condition applicable to all approved run-off companies under paragraph 9 of
that byelaw;
(iv) [with
the leave of the Appeal Tribunal], the refusal to revoke or vary a condition
imposed upon an approved run-off company under paragraph 9 of that byelaw [;É].
NOTE
(o) Individual
Registration Byelaw (No. 13 of 1996, 115), as to:
(i) the
refusal of an application for registration to carry out a regulated function
under Schedule 1, rule 3(c) of that byelaw;
(ii) the
imposition of a condition to a registration other than a condition which is
applicable to all individuals registered to carry out the regulated function
under Schedule 1, rule 3(b) or rule 9(5) of that byelaw;
(iii) the
termination of, or refusal to terminate, a registration under Schedule 1, rule
8(4) of that byelaw.
[(p) Major
Syndicate Transactions Byelaw (No. 18 of 1997, 332), as to:
(i) the
refusal to grant consent to a syndicate merger;
(ii) the
imposition on the managing agent of any condition or the requirement of any
undertaking in relation to a syndicate merger;
(iii) the
refusal to grant permission for a minority buy-out;
(iv) the
imposition of any condition or the requirement of any undertaking in relation
to a minority buy-out.]
NOTE
[(q) Central
Accounting Byelaw (No. 20 of 1998, 525), as to the exclusion from participation
in the Central Accounting System under paragraph 19(1)(a), (c) or (e) of that
byelaw of a participant referred to in paragraph 2(4)(c) to (h) of that byelaw;]
NOTE
[(r) Assignment
of Syndicate Participations (Second Nomination) Byelaw (No. 6 of 2000, 349), as
to:
(i) the
decision not to grant a waiver or make a variation under paragraph 3(3) of that
byelaw, by the managing agent which has applied for the waiver or variation;
(ii) the
decision to grant a waiver or make a variation under paragraph 3(3) of that
byelaw, by either or both of the membersÕ agent or managing agent affected by
such waiver or variation;
(iii) the
decision to refuse a direction under paragraph (4) of that beylaw, by the
managing agent which has applied for the direction;
(iv) the
decision to grant a direction under paragraph (4) of that byelaw, by either or
both of the person who has made the second nomination to which the direction
relates or the person in whose favour the second nomination has been made.]
NOTE
2. Appeals
under sub-paragraphs 1(a) to [(r)] of this Schedule may be brought by a person
who:
(a) has
made an application which has been refused (refusals including for the purposes
of this paragraph the refusal to grant a clearance notice or give or vary an
agreement);
(b) has
had any approval, consent or permission granted to him revoked, suspended or
withdrawn;
(c) has
had any condition, requirement or direction imposed upon or given to him;
(d) has
been removed from a list or register (with the exception of the List of
substitutes and representatives);
(e) has
had his removal from a list or register (with the exception of the List of
substitutes and representatives) postponed or who has been made the subject of
a direction in connection with such postponement;
(f) in
the case of the list of substitutes and representatives, is the sponsor of a
person:
(i) who
has been removed from that list; or
(ii) whose
removal from that list has been postponed; or
(iii) who
has been made the subject of a direction in connection with such postponement;
(g) in
the case of sub-paragraph (1)(k) is a correspondent and:
(i) an
approval previously granted to or in respect of such person has been revoked;
or
(ii) an
approval granted to or in respect of such person has been made subject to a
condition other than a condition applicable to all correspondents;
(h) in
the case of sub-paragraph l(o) is an individual who has had his registration
terminated or the termination of whose registration has been refused as the
case may be.
NOTE
3. Appeals
under sub-paragraphs 1(a), (b), (e), (f), (m), (n) and (o) of this Schedule may
also be brought by an individual where any of the decisions listed in those
sub-paragraphs, has been based in whole or in part, on an adverse conclusion as
to the character of that individual.
Schedule
4ÑRevocations and Amendments
[1. The
Appeal Tribunal Byelaw (No. 18 of 1995) is revoked save in its application to
any appeals to the Appeal Tribunal which are commenced prior to the date on
which the provisions of this byelaw have effect.
2. Paragraph
2(b) of the Suspension: Supplementary and Consequential Matters Byelaw (No. 19
of 1983) is revoked save in its application to any appeals to the Appeal
Tribunal which are commenced prior to the date on which the provisions of this
byelaw have effect.
3. in
each of paragraphs 1, 3(a), 4(a), 5(a), 5A(a) and 6(a) of the Suspension:
Supplementary and Consequential Matters Byelaw (No. 19 of 1983), the words Òor
the Appeal TribunalÓ are revoked save in their application to any appeals to
the Appeal Tribunal which are commenced prior to the date on which the
provisions of this byelaw have effect.]
NOTE
421.
Council Stage of Disciplinary Proceeding Etc. Byelaw No. 33 of 1996, 7 August
1996.
COMMENCEMENT
This
byelaw came into force on 7 August 1996.
AMENDMENTS
This
byelaw was amended by
Council
Stage of Disciplinary Proceedings (Amendment) Byelaw (No. 48 of 1996).
EXPLANATORY
NOTE
(This note
is not part of the byelaw.)
This
byelaw revokes and re-enacts with amendments the Council Stage of Disciplinary
Proceedings Byelaw (No. 11 of 1993). The principal changes are as follows:
1. Paragraph
2 of this byelaw provides that the Council stage is available with regard to
any penalty imposed in disciplinary proceedings except
(a) a
fixed penalty;
(b) a
penalty imposed in summary proceedings;
(c) a
penalty imposed in formal proceedings in which no penalty was imposed on that
person which could not have been imposed had the matter been dealt with by way
of summary proceedings; or
(d) a
penalty imposed by a decision of the Disciplinary Board following its approval
of agreed terms of settlement.
A
Council stage is not required in every caseÑit will only take place if the
defendant applies for it.
2. Schedule
2 of this byelaw sets out new rules governing the bringing of and conduct of an
application to the Council. If a defendant has the right to apply to the
Council under paragraph 2 of this byelaw, he must follow the provisions of the
Rules when making an application to the Council.
3. The
Council considers the penalty at a special meeting convened for this purpose.
The applicant may attend and be represented at the meeting, in which event the
Council may invite the Representative of the Council to attend also (Rules 2.1,
2.2 and 2.3).
4. Having
considered the penalty imposed and any submissions, the Council will make a
decision under Rule 3 which shall have immediate effect.
The Council
of LloydÕs, in exercise of its powers under LloydÕs Act 1982, by special
resolution hereby makes the following byelaw.
Interpretation
1. The
provisions of Schedule 1 to this byelaw (interpretation) shall have effect.
Right to
apply to the Council
2. A
person on whom a penalty has been imposed by a decision of the Disciplinary
Board or a Disciplinary Tribunal shall have the right to apply to the Council
requiring it to consider the penalty imposed, except:
(a) a
fixed penalty;
(b) a
penalty imposed in summary proceedings;
(c) a
penalty imposed in formal proceedings in which no penalty was imposed on that
person which could not have been imposed had the matter been dealt with by way
of summary proceedings; or
(d) a
penalty imposed by a decision of the Disciplinary Board following its approval
of terms of settlement agreed to by that person.
The Council
Stage
3. The
rules set out in Schedule 2 to this byelaw (LloydÕs Rules for the Council Stage
of Disciplinary Proceedings) shall govern the bringing of and conduct of an
application to the Council under this byelaw.
Revocations
and amendments
4. The
provisions of Schedule 3 to this byelaw (Revocations and Amendments) shall have
effect.
Commencement
and application
5. This
byelaw shall come into force on 7 August 1996.
Schedule
1.ÑInterpretation
In
the byelaw, unless the context otherwise requires, the following expressions
have the following meanings:
ÒDisciplinary
BoardÓ means the Disciplinary Board established by the Disciplinary Committees
Byelaw (No. 31 of 1996, 419);
ÒDisciplinary
TribunalÓ means a Disciplinary Tribunal appointed pursuant to the Disciplinary
Committees Byelaw (No. 31 of 1996, 419);
Òfixed
penaltyÓ means a penalty set out in Schedule 2 to the Misconduct and Penalties
Byelaw (No. 30 of 1996, 418);
Òsummary
proceedingsÓ means disciplinary proceedings dealt with as such under LloydÕs
Disciplinary Rules set out in Schedule 2 to the Disciplinary Committees Byelaw
(No. 31 of 1996, 419).
Schedule
2ÑLloydÕs Rules for the Council Stage of Disciplinary Proceedings
Application
to the Council
1.1 An
application to the Council pursuant to the Council Stage of Disciplinary
Proceedings Byelaw (No. 33 of 1996, 421) to consider a penalty imposed on a
person (Òthe applicantÓ) in disciplinary proceedings shall be made to the
Secretary of the Council by the later of:
(a) the
expiration of the time allowed for the lodging of a Notice of Appeal with the
Appeal Tribunal; or
(b) 14
days of the decision of the Appeal Tribunal on an appeal.
1.2 The
application shall be in writing and:
(a) identify
the penalty concerned;
(b) be
accompanied by a copy of the decision imposing the penalty and any written
reasons given for that decision; and
(c) set
out the applicantÕs written submissions regarding the penalty.
Special
meeting of the Council
2.1 The
Chairman or a Deputy Chairman of LloydÕs shall convene a special meeting of the
Council to consider the penalty and shall give the applicant at least 14 daysÕ
written notice of the special meeting.
2.2 The
applicant may appear at the special meeting either in person or by a qualified
lawyer instructed by him and may make oral submissions regarding the penalty
imposed. If the applicant wishes to do so, he shall inform the Council in
writing of this and of the name of any representative at least 3 days before
the hearing.
2.3 If
the applicant appears at the special meeting the Council may invite the
Representative of the Council to attend either in person or by a qualified
lawyer instructed by him and to take such part in the meeting as the Council
considers appropriate.
Decision of
the Council
3.1 The
Council may, having considered the penalty imposed and any submissions:
(a) confirm,
modify or grant dispensation in respect of the penalty but shall not increase
any penalty;
(b) give
any directions necessary for the enforcement of any penalty which has been
confirmed or modified by the Council; and
(c) give
such directions as it considers fit regarding publication of its decision.
3.2 The
Council shall notify the applicant of its decision in writing.
3.3 The
CouncilÕs decision shall have immediate effect.
Definitions
4.1 These
Rules form part of the Council Stage of Disciplinary Proceedings Byelaw (No. 33
of 1996, 421) and, subject to Rule 4.2, shall be interpreted accordingly.
4.2 In
these Rules, unless the context otherwise requires, the following expressions
shall have the following meanings:
Òthe Appeal
TribunalÓ means the Appeal Tribunal established by the Appeal Tribunal Byelaw
(No. 32 of 1996, 420);
Òqualified
lawyerÓ means a barrister or a solicitor, holding a full practising
certificate.
ÒRepresentative
of the CouncilÓ means the individual appointed by the Council to conduct the
disciplinary proceedings pursuant to LloydÕs Disciplinary Rules set out in
Schedule 2 to the Disciplinary Committees Byelaw (No. 31 of 1996, 419) or the
appeal proceedings pursuant to LloydÕs Appeal Rules set out in Schedule 2 to
the Appeal Tribunal Byelaw (No. 32 of 1996, 420).
Schedule
3ÑRevocations and Amendments
[1. The
Council Stage of Disciplinary Proceedings Byelaw (No. 11 of 1993) is revoked.
2. Paragraph
8 of the Suspension: Supplementary and Consequential Matters Byelaw (No. 19 of
1983, 403) is revoked.]
NOTE
421A.
Appeal Tribunal (Amendment) Byelaw No. 22 of 2000, 6 December 2000
COMMENCEMENT
This
byelaw came into force on 6 December 2000.
EXPLANATORY
NOTE
(This note
is not part of the byelaw)
The
Appeal Tribunal Byelaw (No. 32 of 1996, 420) is supplemented to allow the
Appeal Tribunal to apply, adapt or waive rules relating to the proceedings in
order to give effect to the Human Rights Act 1998.
The Council
of LloydÕs in exercise of its powers under Section 6(2) and Section 7 of the
LloydÕs Act 1982 by special resolution hereby makes the following Byelaw.
1. The
Appeal Tribunal may apply, adapt or waive any rule relating to the conduct of
the proceedings before it, so as to give effect to the Human Rights Act 1998.
2. Commencement
and Application
(1) This
byelaw shall come into force on 6 December 2000.
(2) This
byelaw shall apply to all appellate proceedings which are instituted after it
comes into force.
422. Fit
and Proper Person Determination Byelaw No. 23 of 2000, 6 December 2000
COMMENCEMENT
This
byelaw came into force on 6 December 2000.
EXPLANATORY
NOTE
(This note
is not part of the byelaw)
This
byelaw enables the Council to seek an order from a tribunal appointed by the
Disciplinary Board prohibiting any person subject to the disciplinary
jurisdiction of the Society who ceases to be a fit and proper person from
transacting or conducting the business of insurance at LloydÕs or any class or
classes of such business, either wholly or in part.
The
Appeal Tribunal Byelaw (No. 32 of 1996, 420) is amended to provide a right of
appeal in respect of Orders made under paragraph 5 of the Fit and Proper Person
Determination Byelaw (No. 23 of 2000, 422).
The Council
of LloydÕs in exercise of its powers under sections 6(2) and 7 of LloydÕs Act
1982 by special resolution hereby makes the following byelaw.
1. Proceedings
(1) If
the Council considers that an individual subject to the disciplinary
jurisdiction of the Society has ceased to be a fit and proper person to
transact or to conduct the business of insurance at LloydÕs, or any class or
classes of such business, either wholly or in part, the Council may institute
proceedings (ÒFit and Proper Person ProceedingsÓ) against that person in order
to obtain a direction that that person has ceased to be a fit and proper person
as aforesaid.
(2) The
rules set out in Schedule 1 to this byelaw (the ÒLloydÕs Fit and Proper Person
Proceedings RulesÓ) shall govern the bringing of and the conduct of the Fit and
Proper Person Proceedings.
2. The
Tribunal
(1) The
Fit and Proper Person Proceedings shall be instituted in accordance with the
LloydÕs Fit and Proper Person Proceedings Rules before a tribunal, the Fit and
Proper Person Determination Tribunal, being a tribunal appointed by the
Disciplinary Board established pursuant to the Disciplinary Committees Byelaw
(No. 31 of 1996, 419) in accordance with the LloydÕs Fit and Proper Person
Proceedings Rules.
(2) The
Fit and Proper Person Determination Tribunal appointed by the Disciplinary
Board pursuant to the LloydÕs Fit and Proper Person Proceedings Rules may be
composed of the same persons who constitute, or have been appointed by, the
Disciplinary Board:
(a) pursuant
to the LloydÕs Disciplinary Rules to determine related disciplinary proceedings
against the same person or persons the subject of the Fit and Proper Person
Proceedings; and/or
(b) pursuant
to the LloydÕs Restitution Rules to determine related Restitution Proceedings
against the same person or persons the subject of the Fit and Proper Person
Proceedings.
3. Directions
made by the Tribunal
(1) If
a Fit and Proper Person Determination Tribunal is of the opinion that a person
the subject of Fit and Proper Person Proceedings has ceased to be a fit and
proper person to transact or to conduct the business of insurance at LloydÕs,
or any class or classes of such business, either wholly or in part, then the
Fit and Proper Person Determination Tribunal may direct that that individual
cease to transact or conduct the business of insurance at LloydÕs, or any class
or classes of such business, either wholly or in part.
(2) If
a Fit and Proper Person Determination Tribunal makes a direction pursuant to
subparagraph (1) in respect of any person subject to the disciplinary
jurisdiction of the Society, then when that direction takes effect in
accordance with the LloydÕs Fit and Proper Person Proceedings Rules, the person
subject to the direction shall thereupon cease to be entitled to transact or
conduct the business of insurance at LloydÕs to the extent provided for in the
direction of the Fit and Proper Person Determination Tribunal.
4. Byelaw
amendments
[This
amendment has been made on the original byelaw.]
5. Commencement
and application
(1) This
byelaw shall come into force on 6 December 2000.
(2) This
byelaw shall apply to all proceedings which are instituted after it comes into
force.
Schedule
1ÑLloydÕs Fit and Proper Person Proceedings Rules
Part 1:
General
1. Institution
of proceedings
If the
Council considers that a person subject to the disciplinary jurisdiction of the
Society has ceased to be a fit and proper person to transact or to conduct the
business of insurance at LloydÕs, or any class or classes of such business,
either wholly or in part, it may institute proceedings against that person
(Òthe defendantÓ) seeking a direction that that person is not a fit and proper
person (ÒFit and Proper Person ProceedingsÓ). Fit and Proper Person Proceedings
shall be instituted in the name of the Council. Parts 2 and 3 to these Rules
shall apply to Fit and Proper Person Proceedings.
2. Fit
and Proper Person Determination Tribunal
2.1 As
soon as practicable after the service of a Defence or the time limited for
service of a Defence, the Disciplinary Board shall appoint a Chairman of the
Fit and Proper Determination Tribunal (see ÒTribunal ChairmanÓ) and at the same
time, or as soon as practicable thereafter, a Fit and Proper Person
Determination Tribunal (Òthe TribunalÓ) to hear the Fit and Proper Person
Proceedings.
Role of
Chairman
2.2 The
Tribunal Chairman, sitting without the other members of the Tribunal, shall be
responsible for the conduct of the proceedings prior to the commencement of the
hearing of the substantive issues, unless in his sole discretion, he considers
it necessary or desirable that the matter be heard by the Tribunal fully constituted.
Composition
2.3 The
Tribunal shall consist of three persons, one of whom shall be the Tribunal
Chairman and two of whom shall be members of the Society. Of these members of
the Society, one shall be a working member and one shall be an external member
unless there is reason for the Tribunal not to be so comprised. The Tribunal
Chairman shall be a qualified lawyer of at least ten yearsÕ standing or a
person who holds or has held high judicial office.
2.4 The
Tribunal may be composed of the same persons who are, or who have been,
appointedÑ
(a) pursuant
to the LloydÕs Disciplinary Rules to determine related disciplinary proceedings
against the same person or persons the subject of the Fit and Proper Person
Proceedings; and/or
(b) pursuant
to the LloydÕs Restitution Rules to determine related restitution proceedings
against the same person or persons the subject of the fit and Proper Person
Proceedings.
Prompt
notice of appointment
2.5 The
Disciplinary Board shall promptly give the Representative of the Council and
the defendant notice of the membership of the Tribunal, and in the event that
its appointment does not include one working member and one external member,
its reasons for not including any such members.
Objections
to members of a tribunal
2.6 The
defendant may object to any person being a member of the Tribunal. Any
objection shall be made by giving notice of the objection, stating the reasons
for it eitherÑ
(a) to
the Disciplinary Board within 7 days of receiving notice of that personÕs
membership. If the Disciplinary Board is satisfied that the objection is
properly made, it shall retire that person from the Tribunal and select another
in his place, and notify the Representative of the Council and the defendant
accordingly; or
(b) at
any time thereafter to the Tribunal. If the Tribunal is satisfied that the
objection is properly made it shall remit the matter to the Disciplinary Board
to enable the retirement of that person from the Tribunal and selection of
another in his place, and the Disciplinary Board shall notify the
Representative of the Council and the defendant accordingly.
Majority
decisions
2.7 Decisions
of the Tribunal shall be by a majority.
The Human
Rights Act 1998
2.8 The
Tribunal and the Disciplinary Board may apply, adapt or waive any rule relating
to the conduct of the proceedings before them, so as to give effect to the
Human Rights Act 1998.
Revocation
of appointment
2.9 The
Disciplinary Board shall revoke the appointment of any member of a Tribunal on
any of the grounds set out in paragraph 4(2) or 4(3) of the Disciplinary
Committees Byelaw (No. 31 of 1996, 419).
Conflicts
of interest
2.10 No
person appointed to be a member of a Tribunal shall take part in any matter
referred to it if the circumstances are such that there would be a real danger
of bias on his part or if heÑ
(a) has
any material financial interest in the matter referred to the Tribunal; or
(b) has
inquired into, or was a member of any inquiry or investigating committee which
inquired into, the matter referred to the Tribunal; or
(c) was
present at any meeting of the Council or any committee thereof at the time when
any report was presented or discussion took place as to whether any
Disciplinary, Restitution or Fit and Proper Person Proceedings should be
brought in respect of the matter referred to the Tribunal
and, in the
event of any of the above applying the person in question shall inform the
Disciplinary Board, the Representative of the Council and the defendant that he
is unable to take part in the matter referred to the Tribunal, the Disciplinary
Board shall revoke his appointment, shall appoint another person in his place
and shall inform the Representative of the Council and the defendant of the new
appointment.
3. General
Power to determine
procedure
3.1.1 Subject
to these Rules, the Disciplinary Board or a Tribunal shall have power to
determine the conduct of proceedings before it in such manner as it considers
appropriate.
3.1.2 Unless
otherwise stated, the provisions of Rules 3.2 to 5 below regarding proceedings
before a Tribunal also apply to any proceedings before the Disciplinary Board.
Burden of
proof
3.2 The
burden of proof in all Fit and Proper Person Proceedings before a Tribunal
shall be on the Council unless otherwise provided in these Rules or in the
byelaws.
Standard of
proof
3.3 The
standard of proof required in Fit and Proper Person Proceedings is the standard
of proof applicable in civil cases.
Admissions
of fact
3.4 If
the defendant admits any fact or matter it shall be treated as proved against
him.
Admissibility
of evidence
3.5 A
Tribunal shall not be bound by any enactment or rule of law relating to the
admissibility of evidence in proceedings before any court of law. Without
prejudice to the generality of this Rule, a Tribunal may admit in evidenceÑ
(a) transcripts
of the evidence given by the defendant in any inquiry under byelaws made under
LloydÕs Acts 1871 to 1982; and
(b) evidence
from any person who, for good reasons, is not called as a witness at the
hearing.
Findings of
facts by other bodies
3.6 The
findings of fact of any court of competent jurisdiction or of any committee or
tribunal of any statutory, professional body or body exercising a regulatory or
disciplinary jurisdiction, whether within the United Kingdom or elsewhere,
which have not been set aside on appeal or otherwise, shall be prima facie
evidence of the facts so found. A criminal conviction of the defendant by any
such court, which has not been set aside on appeal or otherwise, shall be
conclusive evidence of the commission of the offence in question.
Oaths
3.7 A
Tribunal may administer oaths in accordance with section 7(4)(a) of LloydÕs Act
1982.
Provision
of material
3.8 A
Tribunal may require any person subject to the disciplinary jurisdiction of the
Society, whom it considers may provide material documents or evidence in
connection with any Fit and Proper Person Proceedings, to make such documents
or evidence available to it and to the parties in such manner as it considers appropriate.
Amendment
of documents
3.9 A
Tribunal may permit the amendment of any document served by the parties
(including, for the avoidance of doubt, amendment of the facts and matters
relied on by the Council in support of the allegation that the defendant is not
fit and proper as alleged in the Notice) on such terms as it thinks fit.
Discontinuance
3.10 The
Council may at any stage discontinue the Fit and Proper Person Proceedings by
serving a notice to that effect on the defendant with a copy to the Tribunal.
The Fit and Proper Person Proceedings shall thereupon be concluded save for any
question of costs.
Joinder
3.11 Where
Fit and Proper Person Proceedings are brought against two or more persons in
matters considered by the Council to be related, the Council may (subject to
Rule 3.12 below) require that a single Tribunal hears the proceedings.
Severance
3.12 A
Tribunal may instruct that Fit and Proper Person Proceedings against two or
more defendants shall be heard separately, or at the same time, or that a
hearing of a particular issue be stayed until the determination of another
issue.
Related
disciplinary and restitution proceedings
3.13 Where
the Council considers that Fit and Proper Person Proceedings are related to
Disciplinary Proceedings and/or Restitution Proceedings brought against the
same person or persons then (subject to Rule 3.14 below), the Council may
require that a single tribunal hears the Fit and Proper Person Proceedings, the
Disciplinary Proceedings and the Restitution Proceedings.
3.14 A
Tribunal may direct that the Fit and Proper Person Proceedings be heard
separately from, or at the same time as related Disciplinary Proceedings and/or
Restitution Proceedings or that the hearing of a particular issue be stayed until
the hearing of another issue in such proceedings.
Assessors
3.15 At
any time prior to the substantive hearing of the Fit and Proper Person
Proceedings, a Tribunal may appoint an assessor on such terms as it thinks fit
to assist in the hearing and determination of the proceedings. An assessor
shall be entitled to such remuneration and expenses from the Society as the
Council may determine.
TimeÑholidays
3.16 If
any period specified by these Rules expires on a Saturday, Sunday, bank
holiday, Christmas Day or Good Friday, it will be extended to the next day
which is not such a day.
TimeÑextension
3.17 A
Tribunal may, if it considers it appropriate, extend any period within which a
party is required by these Rules to do any act in connection with proceedings
before it.
TimeÑnotice
3.18 If
the defendant makes any request to extend any time limit under Rule 3.17 above
he shall at the same time notify the Representative of the Council of that
request.
Costs
3.19.1 A
Tribunal may order any party to the proceedings to pay costs and, if so, shall
determine the amount of those costs.
3.19.2 Costs
may include the remuneration and expenses of members of the Tribunal,
assessorsÕ administration costs including legal costs and other expenses
incurred in connection with the proceedings and the SocietyÕs own costs
incurred in the investigation, preparation and presentation of the case.
4. Miscellaneous
Failure to
attend
4.1 If
a defendant fails to attend any hearing before a Tribunal and the Tribunal is
not satisfied that he has a reasonable excuse for his absence, it may proceed
in his absence.
Failure to
comply
4.2 The
Tribunal may, in the event of the failure of a party to comply with any
instruction of the Tribunal, take any action it considers appropriate, including
an award of costs against that party.
RepresentativesÑCouncil
4.3 The
Council shall appoint the Representative of the Council to conduct on its
behalf the Fit and Proper Person Proceedings (including any settlement
negotiations). The Representative of the Council may instruct a qualified
lawyer. The defendant and the Disciplinary Board shall be informed of the name
of the Representative of the Council at the time of service of the Notice or
upon any subsequent change in that appointment.
RepresentativesÑdefendant
4.4 The
defendant may be represented at hearings before a Tribunal by a qualified
lawyer.
RepresentativesÑnotification
4.5 The
Representative of the Council and the defendant shall notify the Tribunal and
the other party of any representative he appoints as soon as reasonably
practicable and in any event not less than 14 days prior to the commencement of
the hearing.
NoticeÑin
writing
4.6 Any
notice required to be given by these Rules shall be in writing.
NoticeÑmethod
of service
4.7 Any
notice shall be given and service of documents pursuant to these Rules shall be
effected byÑ
(a) post
to the proper address;
(b) fax;
(c) leaving
the document at the proper address; or
(d) personal
service.
NoticeÑaddress
4.8 The
proper address of any person isÑ
(a) in
the case of an individual, his business address or his usual or last known home
address;
(b) in
the case of a partnership, its principal or last known place of business in the
United Kingdom;
(c) in
the case of a body corporate, its registered office or principal office in the
United Kingdom;
(d) in
the case of the Council, the Representative of the Council, at his business
address;
(e) in
the case of the Disciplinary Board or a Tribunal, the Secretary of the
Disciplinary Committees;
(f) in
the case of the Representative of the Council, at his business address;
(g) the
business address of the qualified lawyer, if any, who is acting for that person
in the matter in connection with which the service of the document in question
is to be effected.
NoticeÑdeeming
provisions
4.9(a) Where
notice is given or service is effected by post and the document is proved to
have been posted, the document in question shall be presumed to have been
delivered 72 hours from the time of posting and the date of notification or
service shall be construed accordingly.
(b) Where
notice is given or service is effected by fax, it shall be confirmed by the
delivery or posting of a copy of the fax to the party to whom the fax was
addressed and the date of notification or service shall be presumed to be the
date of the fax transmission.
(c) Where
notice is given or service is effected by leaving the document at the proper
address of the person to be served, the date of notification or service shall
be the date on which the document was left.
NoticeÑother
provisions
4.10 The
provisions of Rules 4.6 to 4.9 above are without prejudice to any applicable
provisions of any byelaw regarding the service of documents or notices, to
which they shall be regarded as alternative.
5. Definitions
5.1 These
Rules form part of the Fit and Proper Person Determination Byelaw (No. 23 of
2000, 422) and, subject to Rule 5.2 below shall be interpreted accordingly.
5.2 In
these Rules, unless the context otherwise requires, the following expressions
shall have the following meaningsÑ
ÒDisciplinary
BoardÓ means the Disciplinary Board established pursuant to paragraph 3 of the
Disciplinary Committees Byelaw (No. 31 of 1996, 419).
Òthe
TribunalÓ means a Fit and Proper Person Determination Tribunal established
pursuant to Rule 2.1 above.
ÒmisconductÓ
means misconduct as defined in any byelaws made under LloydÕs Acts 1871 to
1982.
Òperson
subject to the disciplinary jurisdiction of the SocietyÓ means a person subject
to the disciplinary jurisdiction of the Society as set out in the Misconduct
and Penalties Byelaw (No. 30 of 1996, 418).
Òqualified
lawyerÓ means a barrister or a solicitor, holding a full practising
certificate.
ÒRepresentative
of the CouncilÓ means the individual appointed by the Council to conduct the
Fit and Proper Person Proceedings pursuant to Rule 4.3.
ÒNoticeÓ
means a notice served under Rule 6.1.
Part 2: Fit
and Proper Person Proceedings
6. Institution
of Fit and Proper Person Proceedings
6.1 Fit
and Proper Person Proceedings shall be instituted by service of a Notice on the
person concerned (Òthe defendantÓ). The Notice shallÑ
(a) include
the allegation that the person identified has ceased to be a fit and proper
person, and, if appropriate, the extent to which it is alleged that the person
identified has ceased to be a fit and proper person; and
(b) set
out the facts and matters relied on in support of that allegation; and
(c) set
out the terms of the order sought from the Fit and Proper Person Determination
Tribunal, and
(d) be
accompanied by copies of all documents referred to and a copy of the Fit and
Proper Person Determination Byelaw (No. 23 of 2000, 422).
6.2 The
Council shall send the Disciplinary Board a copy of the Notice and any
documents served under Rule 6.1 above at the same time as serving the Notice on
the defendant.
6.3 Where
Fit and Proper Person Proceedings are instituted against an individual, the
Council may serve a copy of the Notice on his employer, his firm or any company
of which he is a director, and upon his employer, firm or company at the time
of the alleged conduct in the Notice.
7. Conduct
of Fit and Proper Person Proceedings
7.1 Within
28 days of service of a Notice, the defendant shall serve on the Disciplinary
Board in writing, with a copy to the CouncilÑ
(a) a
statement that he admits that he has ceased to be a fit and proper person to
the extent alleged in the Notice and the facts and matters alleged in the
Notice; or
(b) a
document stating whether, and if so to what extent and whyÑ
(i) he
denies, and if so to what extent, that he has ceased to be a fit and proper
person as and to the extent alleged in the Notice;
(ii) which
(if any) of the facts and matters alleged in the Notice are challenged; and
(iii) any
other facts and matters are relied on. (Òthe DefenceÓ)
7.2 The
Defence shall be accompanied by copies of any documents referred to which are
additional to the documents served under Rule 6.1 or Rule 7.1 above.
7.3 The
defendant may apply to the Disciplinary Board for an extension to the time
period set out in Rule 7.1 and the Disciplinary Board may, in its sole
discretion, extend that time period. If the defendant makes any request to
extend any time limit under this Rule he shall at the same time notify the Representative
of the Council of that request.
8. Proceedings
in default of a defence
8.1 Rules
8.2 to 8.5 below apply to Fit and Proper Person Proceedings where no Defence is
served.
8.2 The
allegation that the defendant has ceased to be a fit and proper person as and
to the extent alleged in the Notice and the facts and matters set out therein
shall be deemed to be admitted by the defendant if he has not notified the
Disciplinary Board otherwise and served a Defence within 28 days of service of
the Notice and the Tribunal may issue findings accordingly and serve a copy on
the parties.
8.3 A
defendant may apply to the Tribunal to set aside findings against him pursuant
to Rule 8.2 and for leave to serve a Defence. The Tribunal shall grant the
application if it is satisfied that it is necessary in the interests of justice
to do so. Any such application shall be made within 7 days of the date of
service of the findings on the defendant.
8.4 Within
7 days of the later ofÑ
(a) service
of findings under Rule 8.2 above; or
(b) the
refusal of an application under Rule 8.3 above to set aside such findings, each
party shallÑ
(i) serve
on the Tribunal and the other party any written submissions as to the
appropriate directions to be made by the Tribunal and as to the costs of the
Fit and Proper Person Proceedings (in which case either party may refer in its
submissions to any previous misconduct admitted by or proved against the
defendant, or any finding regarding the defendant of any other regulatory body or
any Court of competent jurisdiction whether within the United Kingdom or
elsewhere, and the Tribunal may take such matters into account) and
(ii) notify
the Tribunal and the other party if it intends to make any oral submissions as
to the appropriate directions to be made by the Tribunal or as to the costs of
the Fit and Proper Person Proceedings (in which case the Tribunal shall arrange
a hearing for that purpose).
A party may
serve written submissions in reply on the Tribunal and the other party within 7
days of service of the other partyÕs written submissions.
8.5 The
Tribunal shall notify the parties of its decision in accordance with Rule 11.1.
9. Contested
Fit and Proper Person Proceedings
Preliminary
hearings
9.1 Rules
9.2 to 9.7 below apply to Fit and Proper Person Proceedings where a Defence has
been served under Rule 7.1 or pursuant to leave given under Rule 8.3 above.
9.2 The
Tribunal shall hold a preliminary hearing within 14 days of its appointment.
The Tribunal may hold further preliminary hearings from time to time.
9.3 The
purpose of the preliminary hearings shall be for the Tribunal to give such
directions as it considers appropriate for the conduct of the proceedings. If
appropriate, the directions may includeÑ
(a) a
requirement for service of a written statement of Reply to the Defence and
other written submissions;
(b) a
requirement that the parties exchange copies of all documents referred to in
the written submissions or intended to be referred to at the hearing;
(c) a
requirement that the parties exchange copies of all documents in their
possession, custody or power upon which they rely in support of their case or
of which they are aware and which to a material extent adversely affect their
own case or support the other partyÕs case;
(d) a
requirement that the parties provide each other with the names of all witnesses
intended to be called at the hearing;
(e) a
requirement that the parties exchange copies of written witness statements
setting out the substance of the evidence such witnesses will give, signed by
the witness and verifying its accuracy;
(f) a
direction that any witness statements shall stand as the evidence-in-chief of
the witness concerned unless the Tribunal orders otherwise;
(g) arrangements
for the timing and location of the hearing and for a transcript to be made of
the hearing;
(h) a
direction as to the extent to which the Fit and Proper Person Proceedings will
be determined together with, or separately from, and either before or after any
related Disciplinary Proceedings and/or any related Restitution Proceedings.
9.4 Preliminary
hearings shall be dealt with by the Tribunal Chairman alone unless in his sole
discretion he considers it necessary or desirable that the matter be heard by
the Tribunal.
The hearing
9.5 There
shall be an oral hearing before the Tribunal in accordance with Rules 9.6 and
9.7 below unless the parties agree that the proceedings may be determined on
the basis of written submissions and documents.
9.6 The
hearing shall be in private unless the defendant requires a public hearing. In
such a case the Tribunal may in its discretion direct that any part of the
hearing shall take place in private if in its opinion this is necessary in the
interests of justice.
9.7 The
Tribunal shall have power to determine the conduct of the hearing in such
manner as it considers appropriate subject to the followingÑ
(a) the
Council shall open the case and shall have the right to call witnesses and
adduce other evidence of any facts and matters set out in the Notice and the
Reply;
(b) the
defendant shall have the right to address the Tribunal and to call witnesses
and adduce other evidence of any facts and matters set out in the Defence;
(c) both
parties shall have the right to cross-examine and re-examine witnesses who are
called and such witnesses may also be questioned by the Tribunal;
(d) the
Council and the defendant shall each have the right to make a final address
provided that the defendant shall have the right to address the Tribunal last.
9.8 Subject
to Rule 9.7 above the Tribunal may make any directions it considers appropriate
varying or supplementing the above procedure including provision for further
written submissions.
10. Findings
and Costs
10.1 The
Tribunal shall issue its findings regarding the allegation that the defendant
is not a fit and proper person and serve a copy on the parties.
10.2 The
Tribunal may make such directions as it considers appropriate in relation to
the procedure or time period applicable to any matters subsequent to the
hearing.
10.3 In
accordance with any direction made by the Tribunal under Rule 10.2 above each
party shallÑ
(a) serve
on the Tribunal and the other party any written submissions as to the
directions to be made by the Tribunal or as to the costs of the Fit and Proper
Person Proceedings. Either party may refer in its submissions to any misconduct
admitted by or proved against the defendant, or any finding regarding the
defendant of any other regulatory body or any Court of competent jurisdiction
whether within the United Kingdom or elsewhere, and the Tribunal may take such
matters into account;
(b) notify
the Tribunal and the other party if it intends to make any oral submissions as
to the directions to be made by the Tribunal or as to the costs of the Fit and
Proper Person Proceedings, in which case the Tribunal shall arrange a hearing
for that purpose; and
(c) serve
written submissions in reply to the other partyÕs written submissions on the
Tribunal and the other party.
10.4 The
Tribunal shall notify the parties of its decision in accordance with Rule 11.1.
11. The
TribunalÕs Decision
11.1 The
Tribunal shall issue its decision as to the allegation that the defendant has
ceased to be a fit and proper person and any direction made as a result of that
decision or orders as to costs and serve a copy on the defendant, with a copy
to the Council and to the Chairman of the Disciplinary Board.
11.2 Subject
to Rule 11.3 below, the Tribunal need not, but may in its sole discretion
decide to, give reasons for its decision. If the decision is adverse to the
defendant, the Tribunal shall at the same time notify the defendant of any
right of appeal under the Appeal Tribunal Byelaw (No. 32 of 1996, 420) and
provide a copy of that byelaw.
11.3 The
Tribunal shall, if it decides to give reasons for its decision or upon the
written request of either party made no later than 14 days of the date on which
its decision was served on the defendant, state in writingÑ
(a) the
reasons for any findings, setting out all findings of fact made by it; and
(b) the
reasons for any direction made or orders as to costs made.
12. Effect
of the Decision
12.1 Unless
otherwise stated in the decision, the decision of a Tribunal shall take effect
14 days from the latest ofÑ
(a) the
date of service of the decision;
(b) the
date of service of the written statement pursuant to Rule 11.2 above;
(c) the
determination of any application under Rule 8.3 above; or
(d) the
decision of the Appeal Tribunal on an application for leave to appeal.
12.2 If
the defendant exercises any right of appeal under and in accordance with the
Appeal Tribunal Byelaw (No. 32 of 1996, 420), the TribunalÕs decision shall not
take effect pending the determination of the appeal.
12.3 Fit
and Proper Person Proceedings shall not be treated as finally concluded until
the decision of the Tribunal takes effect.
13. Publication
of Decision
13.1 Subject
to Rule 13.2 below the Council may publish a decision of the Disciplinary Board
or a Tribunal and any written statement under Rule 11.3 above and shall do so
ifÑ
(a) a
Disciplinary Tribunal has made a finding of misconduct in respect of the
defendant in related proceedings;
(b) the
hearing was held in public; or
(c) the
defendant requires the Council to do so.
13.2 The
Council may withhold publication of all or any part of any decision of the
Disciplinary Board or a Tribunal or any written statement made under Rule 11.3
above where in the opinion of the Council:
(a) it
should do so because of exceptional regulatory reasons; or
(b) the
interests of justice so require.
13.3 The
Council may direct that a defendant in respect of whom the Disciplinary Board
or a Tribunal has made a finding of misconduct, publish that finding in
whatever form and manner the Council considers appropriate.
13.4 If
the hearing was not held in public, no publication shall take place earlier
than the date on which a decision takes effect, unless the defendant agrees.
Part 3:
Settlements
14. Settlements
14.1 The
provisions of Part 3 apply to any Fit and Proper Person Proceedings commenced
in accordance with the Fit and Proper Person Proceedings Rules.
14.2 The
Council may serve on the defendant a statement ofÑ
(a) the
orders or directions which the Council considers would be appropriate; and
(b) any
order as to costs which the Council considers would be appropriate.
Any
statement served under this paragraph shall not be placed before the
Disciplinary Board except pursuant to Rule 14.19 below.
14.3 The
defendant may enter into negotiations with the Representative of the Council
regarding a settlement of the proceedings at any time by submitting to the
Representative of the Council written proposals for settlement.
Procedure
for settlement before the Disciplinary Board
14.4 Any
proposed terms of settlement which are agreed prior to the appointment of the
Tribunal shall be submitted to the Disciplinary Board for its consideration.
14.5 If
the parties decide to agree a settlement they shall inform the Disciplinary
Board immediately. Consideration of the settlement shall be on the basis of
written submissions unless the Disciplinary Board otherwise directs.
14.6 Where
a decision to agree a settlement is reached pursuant to Rule 14.5 above, the
parties mustÑ
(a) unless
the Disciplinary Board otherwise directs, submit a written statement containing
any material facts which (for the purposes of the application) are either
agreed or not opposed (by either party); and
(b) specify
in the written statement (or, if none, a separate document) the orders and
costs which the parties will invite the Disciplinary Board to order.
14.7 Any
document referred to in Rule 14.6 above must be submitted to the Disciplinary
Board not less then 2 clear days before the day fixed for hearing of the
settlement in Rule 14.5 above.
14.8 The
Disciplinary Board may approve or decline to approve the settlement and the
proposed orders and costs in its absolute discretion. If it considers it
appropriate, it may suggest modifications to the terms of settlement for the
partiesÕ consideration. For the purpose of considering the terms of settlement
it may require the parties to appear before it.
14.9 If
the Disciplinary Board approves the settlement, it shall issue a decision as to
orders and costs which gives effect to the settlement and shall notify the
parties accordingly. Its decision shall take effect immediately unless
otherwise stated.
14.10 If
the Disciplinary Board declines to approve the settlement, it shall notify the
parties accordingly.
Procedure
for settlement before the Disciplinary Tribunal
14.11 Any
proposed terms of settlement which are agreed subsequent to the appointment of
the Tribunal shall be submitted to the Tribunal for its consideration.
14.12 Following
the appointment of a Tribunal, but before the commencement of a hearing of the
substantive issues, if the parties decide to agree a settlement they shall
inform the Tribunal immediately and obtain a date for the hearing before the
Tribunal for consideration of that settlement. If it considers it appropriate,
the Tribunal may consider the settlement on the basis of written submissions.
14.13 Where
the application is made pursuant to Rule 14.12 above, the parties mustÑ
(a) unless
the Tribunal otherwise directs, submit a written statement containing any
material facts which (for the purposes of the application) are either agreed or
not opposed (by either party); and
(b) specify
in the written statement (or, if none, a separate document) the orders and
costs which the parties will invite the Tribunal to order.
14.14 Any
document referred to in Rule 14.13 above must be submitted to the Tribunal not
less than 2 clear days before the day fixed for hearing of the settlement in
Rule 14.12 above.
14.15 The
Disciplinary Tribunal may approve or decline to approve the settlement and the
proposed orders and costs in its absolute discretion. If it considers it
appropriate, it may suggest modifications to the terms of settlement for the
partiesÕ consideration. For the purpose of considering the terms of settlement
it may require the parties to appear before it.
14.16 If
the Disciplinary Tribunal approves the settlement, it shall issue a decision as
to orders and costs which gives effect to the settlement and shall notify the
parties accordingly. Its decision shall take effect immediately unless
otherwise stated.
14.17 If
the Tribunal declines to approve the settlement, it shallÑ
(a) notify
the parties accordingly; and
(b) disqualify
itself from further proceedings.
Confidentiality
14.18 All
matters relating to settlement before the Disciplinary Board and the Tribunal
shall be treated as confidential and (subject to Rule 14.19 below) shall not be
relied upon in the Fit and Proper Person Proceedings to which they relate.
14.19 Any
written settlement proposals which are expressly made on the basis that they
may be taken into account on the question of costs shall be admissible on that
question only.
Publication
of decision
14.20 Subject
to Rule 14.21 below the Council may publish the terms of settlement and shall
do so ifÑ
(a) the
decision includes a finding that the defendant is not a fit and proper person;
or
(b) the
defendant requires the Council to do so.
14.21 The
Council may withhold publication of all or any part of any decision of the
Disciplinary Board or the Tribunal or any written statement made under Rules
14.7 and 14.14 above where in the opinion of the Council:
(a) it
should do so because of exceptional regulatory reasons; or
(b) the
interests of justice so require.
14.22 The
Council may direct that a defendant in respect of whom the Disciplinary Board
or the Tribunal has made a finding that a defendant is not a fit and proper
person, publish that finding in whatever form and manner the Council considers
appropriate.
Extensions
of time
14.23 The
Disciplinary Board or the Tribunal may grant an extension of time for the
submission of agreed terms of settlement if both the Representative of the
Council and the defendant so request in writing.
423.
Restitution Orders Byelaw No. 24 of 2000, 6 December 2000
COMMENCEMENT
This
byelaw came into force on 6 December 2000
EXPLANATORY
NOTE
(This note
is not part of the byelaw.)
This
byelaw enables a tribunal appointed by the Disciplinary Board to make an Order
against any person subject to the disciplinary jurisdiction of the Society to
make restitution where, in its opinion, a profit has accrued to that person as
a result of a contravention of a LloydÕs Requirement, or a third party has
suffered a loss or adverse effect as a result of a contravention of a LloydÕs
Requirement by that person. Such Order is notwithstanding any finding of, or
penalty imposed in respect of any finding of, misconduct.
This
byelaw also makes consequential amendments to the Issue of Proceedings by
Council Byelaw (No. 18 of 1983, 402) to enable the Council to bring legal
proceedings to recover any amount specified in an order made under this Byelaw
as a civil debt and to the Appeal Tribunal Byelaw (No. 32 of 1996, 420) to
provide a right of appeal in respect of orders made under paragraph 5 or
paragraph 7 of the Restitution Orders Byelaw (No. 24 of 2000, 423).
The Council
of LloydÕs in exercise of its powers under Section 6(2) and Section 7 of
LloydÕs Act 1982, by special resolution, hereby makes the following byelaw.
Restitution
Proceedings
1. If
the Council considers that any person subject to the disciplinary jurisdiction
of the Society has contravened a LloydÕs Requirement in accordance with
paragraph 2 below, and:
(1) that
profits have accrued to him as a result of the contravention of a LloydÕs
Requirement; or
(2) that
a person or persons has or have suffered loss or otherwise been adversely
affected as a result of the contravention of a LloydÕs Requirement
the Council
may institute proceedings (ÒRestitution ProceedingsÓ) against any person
subject to the disciplinary jurisdiction of the Society in order to obtain an
order for restitution to be made.
2. For
the purpose of this byelaw:
(1) any
person subject to the disciplinary jurisdiction of the Society contravenes a
LloydÕs Requirement if he breaches any requirement imposed by any byelaw or
regulation made under LloydÕs Acts 1871 to 1982 or under the authority given by
any premiums trust deed, any condition or requirement imposed or direction
given under any such byelaw regulation or authority or any direction given
under Section 6 of LloydÕs Act 1982, irrespective of the knowledge or intention
of the person where acting, or omitting to act, in a manner that in fact
contravenes, or fails to observe, a LloydÕs Requirement; and
(2) any
act or omission by an employee in the course of his employment, or of an agent
within the scope of his actual or ostensible authority that is a contravention
of, or a failure to observe, a LloydÕs Requirement shall be imputed to his
employer or principal and accordingly, any employer or principal shall be
liable to Restitution Proceedings in such circumstances.
3. The
rules set out in Schedule 1 to this byelaw (the ÒLloydÕs Restitution RulesÓ)
shall govern the bringing of and the conduct of Restitution Proceedings.
Restitution
Tribunal
4. The
Restitution Proceedings will be commenced in accordance with the LloydÕs
Restitution Rules before a tribunal (Òthe Restitution TribunalÓ), being a
tribunal appointed by the Disciplinary Board established pursuant to the
Disciplinary Committees Byelaw (No. 31 of 1996) in accordance with the LloydÕs
Restitution Rules.
5. The
Restitution Tribunal appointed by the Disciplinary Board pursuant to the
LloydÕs Restitution Rules may be composed of the same persons who are, or who
have been, appointed by the Disciplinary Board:
(1) pursuant
to the LloydÕs Disciplinary Rules to determine related Disciplinary Proceedings
against the same individual or individuals the subject of the Restitution
Proceedings; and/or
(2) pursuant
to the LloydÕs Fit and Proper Person Proceedings Rules to determine related Fit
and Proper Person Proceedings against the same individual or individuals the
subject of the Restitution Proceedings.
Restitution
Orders
6. (1) Where
a Restitution Tribunal appointed pursuant to the LloydÕs Restitution Rules is
of the opinion either:
(a) that
profits have accrued to a person subject to the disciplinary jurisdiction of
the Society as a result of a contravention of a LloydÕs Requirement by a person
subject to the disciplinary jurisdiction of the Society; or
(b) that
an identified person or persons has suffered or have suffered a loss as a
result of a contravention of a LloydÕs Requirement by a person subject to the disciplinary
jurisdiction of the Society
the
Restitution Tribunal may order a person subject to the disciplinary
jurisdiction of the Society to make restitution by paying such sum as may be
just having regard to the profits which appear to the Restitution Tribunal to
have been accrued or to the extent of the loss or any other adverse effect, as
appropriate.
(2) In
determining whether, and if so to what extent, it is just to make an order for
restitution in accordance with subparagraph (1) above, the Restitution Tribunal
shall consider, amongst any other relevant considerations:
(a) whether
there are identified, or identifiable, persons who have suffered quantified or
quantifiable losses or other adverse effect; and
(b) the
number of persons who have suffered loss and the extent of those losses; and
(c) the
availability of other means of redress including, in particular, whether the
persons who have suffered losses are in a position to, or are able to, bring
civil proceedings on their own behalf in order to recover their loses; and
(d) the
conduct of the persons who have suffered the loss; and
(e) the
nature and extent of the contravention that has caused the defendant to acquire
the profit, or any person or persons to suffer a loss or other adverse effect.
7. A
Restitution Tribunal shall only make an order pursuant to paragraph 6 above
where the Restitution Tribunal is of the opinion that the profit, the loss or
the adverse effect, as appropriate is capable of being readily determined.
8. Subject
to paragraph 9 below, the Restitution Tribunal may only make an order for
restitution to be made to a person to whom the profits are attributable, or who
has suffered the loss or adverse effect (Òa qualifying personÓ).
9. Where
a Restitution Tribunal orders a person subject to the disciplinary jurisdiction
of the Society to make restitution, the Restitution Tribunal may either:
(1) order
the payment to be made direct to a qualifying person identified by the
Restitution Tribunal; or
(2) order
a sum to be paid to the Council and to be distributed by the Council as the
Restitution Tribunal directs to a qualifying person.
10. Where
a Restitution Tribunal is of the opinion:
(1) that
profits have accrued to a person subject to the disciplinary jurisdiction of the
Society as a result of the contravention of a LloydÕs Requirement by a person
subject to the disciplinary jurisdiction of the Society; or
(2) that
an identified or identifiable person or persons has suffered or have suffered
loss or otherwise been adversely affected as a result of the contravention of a
LloydÕs Requirement by a person subject to the disciplinary jurisdiction of the
Society
and the
Restitution Tribunal is of the opinion that the profit, loss or adverse effect
is readily determinable, the Restitution Tribunal may either:
(a) determine
the profit, loss or adverse effect itself and thereafter make an order pursuant
to paragraph 6 above; or
(b) appoint
an independent third party, acting as an expert, to investigate and report on
the nature and extent of the profits that have accrued, or of the loss or other
adverse effect as appropriate.
Third Party
Experts
11. If
the Restitution Tribunal makes an appointment pursuant to paragraph 10(b)
above, the Restitution Tribunal may make any consequential order necessary to
enable the independent third party to investigate and report on the nature and
extent of the profit that has accrued, or of the loss or other adverse effect
including, without prejudice to the generality of the foregoing, any orders
directed to the person or persons the subject of the Restitution Proceedings,
or to any other person, requiring the provision of any accounts or information
required to establish the nature and extent of the profit or loss or adverse
effect.
12. Any
independent third party appointed by the Restitution Tribunal pursuant to
paragraph 10(b) above shall report to the Restitution Tribunal on the result of
the investigation carried out by the independent third party as to the nature
and extent of the profit that has accrued, or the loss or other adverse effect
that has resulted, from the contravention of a LloydÕs Requirement by a person
subject to the disciplinary jurisdiction of the Society and, provided that the
Restitution Tribunal remains of the opinion that the profit, loss or adverse
effect has accrued or resulted, the Restitution Tribunal may then make an order
pursuant to paragraph 6 above.
Basis of
Order Made
13. A
Restitution Tribunal may make an order for restitution pursuant to paragraph 6
above not withstanding the fact there has been no finding of misconduct against
the person ordered to make restitution.
Amendments
[These
have been done on the original byelaws.]
Commencement
and Application
16. (1)This
byelaw shall come into force on 6 December 2000.
(2)This
byelaw shall apply to all proceedings which are instituted after it comes into
force.
Schedule
1ÑLloydÕs Restitution Rules
Part
1ÑGeneral Provisions
1. Institution
of Proceedings
If
the Council considers that any person subject to the disciplinary jurisdiction
of the Society has contravened a LloydÕs Requirement and:
(a) that
profits have accrued to him as a result of the contravention of the LloydÕs
Requirement; or
(b) that
a person or persons has or have suffered loss or otherwise been adversely
affected as a result of the contravention of the LloydÕs Requirement
the Council
may institute proceedings (ÒRestitution ProceedingsÓ) against that person (Òthe
defendantÓ). Restitution Proceedings shall be instituted in the name of the Council.
Parts 2 and 3 to these Rules will apply to Restitution Proceedings.
2. Restitution
Tribunal
2.1 As
soon as practicable after the service of a Defence or the time limited for
service of a Defence, the Disciplinary Board shall appoint a Chairman of the
Restitution Tribunal (the ÒTribunal ChairmanÓ) and at the same time, or as soon
as practicable thereafter, a tribunal (Òthe Restitution TribunalÓ) to hear the
disciplinary proceedings.
Role of
Chairman
2.2 The
Tribunal Chairman, sitting without the other members of the Restitution
Tribunal, shall be responsible for the conduct of the proceedings prior to the
commencement of the hearing of the substantive issues, unless in his sole
discretion, he considers it necessary or desirable that the matter be heard by
the Restitution Tribunal fully constituted.
Composition
2.3 The
Restitution Tribunal shall consist of three persons, one of whom shall be the
Tribunal Chairman and two of whom shall be members of the Society. Of these
members of the Society, one shall be a working member and one shall be an
external member unless there is reason for the Restitution Tribunal not to be
so comprised. The Tribunal Chairman shall be a qualified lawyer of at least ten
yearsÕ standing or a person who holds or has held high judicial office.
2.4 The
Restitution Tribunal may be composed of the same persons who are, or who have
been, appointed;
(a) pursuant
to the LloydÕs Disciplinary Rules to determine related Disciplinary Proceedings
against the same person or persons the subject of the Restitution Proceedings;
and/or
(b) pursuant
to the LloydÕs Fit and Proper Person Determination Rules to determine related
Fit and Proper Person Proceedings against the same person or persons the
subject of the Restitution Proceedings.
Prompt
Notice of Appointment
2.5 The
Disciplinary Board shall promptly give the Representative of the Council and
the defendant notice of the membership of the Restitution Tribunal, and in the
event that its appointment does not include one working member and one external
member, its reasons for not including any such member.
Objections
to Members of a Tribunal
2.6 The
defendant may object to any person being a member of the Restitution Tribunal.
Any objection shall be made by giving notice of the objection, stating the
reasons for it either:
(a) to
the Disciplinary Board within 7 days of receiving notice of that personÕs
membership. If the Disciplinary Board is satisfied that the objection is
properly made, it shall retire that person from the Restitution Tribunal and
select another in his place, and notify the Representative of the Council and
the defendant accordingly; or
(b) at
any time thereafter to the Restitution Tribunal. If the Restitution Tribunal is
satisfied that the objection is properly made it shall remit the matter to the
Disciplinary Board to enable the retirement of that person from the Restitution
Tribunal and selection of another in his place, and the Disciplinary Board
shall notify the Representative of the Council and the defendant accordingly.
Majority
Decisions
2.7 Decisions
of the Restitution Tribunal shall be by a majority.
The Human
Rights Act 1998
2.8 The
Restitution Tribunal and Disciplinary Board may apply, adapt or waive any rule
relating to the conduct of the proceedings before them, so as to give effect to
the Human Rights Act 1998.
Revocation
of Appointment
2.9 The
Disciplinary Board shall revoke the appointment of any member of a Restitution
Tribunal on any of the grounds set out in paragraph 4(2) or 4(3) of the Disciplinary
Committees Byelaw (No. 31 of 1996).
Conflicts
of Interest
2.10 No
person appointed to be a member of a Restitution Tribunal shall take part in
any matter referred to it if the circumstances are such that there would be a
real danger of bias on his part or if he:
(a) has
any material financial interest in the matter referred to the Restitution
Tribunal;
(b) has
inquired into, or was a member of any inquiry or investigating committee which
inquired into, the matter referred to the Restitution Tribunal;
(c) was
present at any meeting of the Council or any committee thereof at the time when
any report was presented or discussion took place as to whether any
disciplinary, Restitution or Fit and Proper Person Proceedings should be
brought in respect of the matter referred to the Restitution Tribunal;
and, in the
event of any of the above applying, the person in question shall inform the
Disciplinary Board, the Representative of the Council and the defendant that he
is unable to take part in the matter referred to the Restitution Tribunal, the
Disciplinary Board shall revoke his appointment, shall appoint another person
in his place and shall inform the Representative of the Council and the
defendant of the new appointment.
3. General
Power to
Determine Procedure
3.1.1 Subject
to these Rules, the Disciplinary Board or a Restitution Tribunal shall have
power to determine the conduct of proceedings before it in such manner as it
considers appropriate.
3.1.2 Unless
otherwise stated, the provisions of Rules 3.2 to 5 below regarding proceedings
before a Restitution Tribunal apply also to any proceedings before the
Disciplinary Board.
Burden of
Proof
3.2 The
burden of proof in all Restitution Proceedings before a Restitution Tribunal
shall be on the Council unless otherwise provided in these Rules or in the
byelaws.
Standard of
Proof
3.3 The
standard of proof required in Restitution Proceedings is the standard of proof
applicable in civil cases.
Admissions
of Fact
3.4 If
the defendant admits any fact or matter it shall be treated as proved against
him.
Admissibility
of Evidence
3.5 A
Restitution Tribunal shall not be bound by any enactment or rule of law
relating to the admissibility of evidence in proceedings before any court of
law. Without prejudice to the generality of this Rule, a Restitution Tribunal
may admit in evidence:
(a) transcripts
of the evidence given by the defendant in any inquiry under byelaws made under
LloydÕs Act 1871 to 1982; and
(b) evidence
from any person who, for good reasons, is not called as a witness at the
hearing.
Findings of
Facts by other bodies
3.6 The
findings of fact of any court of competent jurisdiction or of any committee or
tribunal of any statutory, professional body or body exercising a regulatory or
disciplinary jurisdiction, whether within the United Kingdom or elsewhere,
which have not been set aside on appeal or otherwise, shall be prima facie
evidence of the facts so found. A criminal conviction of the defendant by any
such court, which has not been set aside on appeal or otherwise, shall be
conclusive evidence of the commission of the offence in question.
Oaths
3.7 A
Restitution Tribunal may administer oaths in accordance with section 7(4)(a) of
LloydÕs Act 1982.
Provision
of Material
3.8 A
Restitution Tribunal may require any person subject to the disciplinary
jurisdiction of the Society, who it considers may provide material documents or
evidence in connection with any Restitution Proceedings, to make such documents
or evidence available to it and to the parties in such manner as it considers
appropriate.
Amendment
of Documents
3.9 A
Restitution Tribunal may permit the amendment of any document served by the
parties (including, for the avoidance of doubt, amendment of the facts and
matters alleged in the Notice) on such terms as it thinks fit.
Discontinuance
3.10 The
Council may at any stage discontinue the Restitution Proceedings by serving a
notice to that effect on the defendant with a copy to the Restitution Tribunal.
The Restitution Proceedings shall thereupon be concluded save for any question
of costs.
Joinder
3.11 Where
Restitution Proceedings are brought against two or more persons in matters
considered by the Council to be related, the Council may (subject to Rule 3.12
below) require that a single Restitution Tribunal hears the proceedings.
Severance
3.12 A
Restitution Tribunal may instruct that Restitution Proceedings against two or
more defendants shall be heard separately, or at the same time, or that a
hearing of a particular issue be stayed until the determination of another
issue.
Related
Disciplinary and Fit and Proper Person Proceedings
3.13 Where
the Council considers that Restitution Proceedings are related to Disciplinary
Proceedings and/or Fit and Proper Person Proceedings brought against the same
person or persons then (subject to Rule 3.14 below), the Council may require
that a single tribunal hears the Fit and Proper Person Proceedings, the
Disciplinary Proceedings and the Restitution Proceedings.
3.14 A
Restitution Tribunal may direct that the Restitution Proceedings be heard
separately from, or at the same time as related Disciplinary Proceedings and/or
Fit and Proper Person Proceedings or that the hearing of a particular issue be
stayed until the hearing of another issue in such proceedings.
Assessors
3.15 At
any time prior to the substantive hearing of the Restitution Proceedings, a
Restitution Tribunal may appoint an assessor on such terms as it thinks fit to
assist in the hearing and determination of the proceedings. An assessor shall
be entitled to such remuneration and expenses from the Society as the Council
may determine.
Independent
Third Party Experts
3.16 At
any time after the Restitution Tribunal has determined either:
(a) that
profits have accrued to a person subject to the disciplinary jurisdiction of
the Society as a result of a contravention of a LloydÕs Requirement by that
person; or
(b) that
an identified person or persons has or have suffered a loss or has or have
otherwise been adversely affected as a result of a contravention of a LloydÕs
Requirement by a person subject to the disciplinary jurisdiction of the Society
and the
Restitution Tribunal is of the opinion that the profit, loss or adverse effect,
as appropriate, is readily determinable, the Restitution Tribunal may appoint
an independent third party, acting as an expert, to investigate and report on
the nature and extent of the profits that have accrued or of the loss or other
adverse effect. The independent third party shall be entitled to such
remuneration and expenses from the Society as the Council may determine and the
remuneration and expenses may form part of any costs order made by the
Restitution Tribunal.
3.17 The
Restitution Tribunal may make any consequential order necessary to enable the
independent third party to investigate and report on the nature and extent of
the profits that have accrued, or of the loss or other adverse effect
including, without prejudice to the generality of the foregoing, any orders
directed to a person or persons the subject of the Restitution Proceedings, or
to any other person, requiring the provision of any accounts or information
required to establish the nature and extent of the profit or loss or adverse
effect.
3.18 Any
independent third party appointed by the Restitution Tribunal to investigate on
the nature and extent of the profits that have accrued, or the extent of the
loss or adverse effect shall report to the Restitution Tribunal and shall
provide, at the same time, a copy of the report provided to the Restitution
Tribunal to the Representative of the Council and the Defendant.
TimeÑHolidays
3.19 If
any period specified by these Rules expires on a Saturday, Sunday, bank
holiday, Christmas Day or Good Friday, it will be extended to the next day
which is not such a day.
TimeÑExtension
3.20 A
Restitution Tribunal may, if it considers it appropriate, extend any period
within which a party is required by these Rules to do any act in connection
with proceedings before it.
TimeÑNotice
3.21 If
the defendant makes any request to extend any time limit under Rule 3.20 above
he shall at the same time notify the Representative of the Council of that
request.
Costs
3.22.1 A
Restitution Tribunal may order any party to the proceedings to pay costs and,
if so, shall determine the amount of those costs.
3.22.2 Costs
may include the remuneration and expenses of members of the Restitution
Tribunal, assessors and independent third party experts, administration costs
including legal costs and other expenses incurred in connection with the
proceedings and the SocietyÕs own costs incurred in the investigation,
preparation and presentation of the case.
4. Miscellaneous
Failure to
Attend
4.1 If
a defendant fails to attend any hearing before a Restitution Tribunal and the
Restitution Tribunal is not satisfied that he has a reasonable excuse for his
absence, it may proceed in his absence.
Failure to
Comply
4.2 The
Restitution Tribunal may, in the event of the failure of a party to comply with
any instruction of the Restitution Tribunal, take any action it considers
appropriate, including an award of costs against that party.
RepresentativesÑCouncil
4.3 The
Council shall appoint the Representative of the Council to conduct on its
behalf the Restitution Proceedings (including any settlement negotiations). The
Representative of the Council may instruct a qualified lawyer. The defendant
and the Disciplinary Board shall be informed of the name of the Representative
of the Council at the time of the service of the Notice or upon any subsequent
change in that appointment.
RepresentativesÑDefendant
4.4 The
defendant may be represented at hearings before a Restitution Tribunal by a
qualified lawyer.
RepresentativesÑNotification
4.5 The
Representative of the Council and the defendant shall notify the Restitution
Tribunal and the other party of any representative he appoints as soon as
reasonably practicable and in any event not less than 14 days prior to the
commencement of the hearing.
NoticeÑin
writing
4.6 Any
notice required to be given by these Rules shall be in writing.
NoticeÑmethod
of service
4.7 Any
notice shall be given and service of documents pursuant to these Rules shall be
effected by:
(a) post
to the proper address;
(b) fax;
(c) leaving
the document at the proper address; or
(d) personal
service.
NoticeÑaddress
4.8 The
proper address of any person is:
(a) in
the case of an individual, his business address or his usual or last known home
address;
(b) in
the case of a partnership, its principal or last known place of business in the
United Kingdom;
(c) in
the case of a body corporate, its registered office or principal office in the
United Kingdom;
(d) in
the case of the Council, the Representative of the Council, at his business
address;
(e) in
the case of the Disciplinary Board or a Restitution Tribunal, the Secretary of
the Disciplinary Committees;
(f) in
the case of the Representative of the Council, at his business address;
(g) the
business address of the qualified lawyer, if any, who is acting for that person
in the matter in connection with which the service of the document in question
is to be effected.
NoticeÑdeeming
provisions
4.9 (a) Where
notice is given or service is effected by post and the document is proved to
have been posted, the document in question shall be presumed to have been
delivered 72 hours from the time of posting and the date of notification or
service shall be construed accordingly;
(b) Where
notice is given or service is effected by fax, it shall be confirmed by the
delivery or posting of a copy of the fax to the party to whom the fax was
addressed and the date of notification or service shall be presumed to be the
date of the fax transmission;
(c) Where
notice is given or service is effected by leaving the document at the proper
address of the person to be served, the date of notification or service shall
be the date on which the document was left.
NoticeÑother
provisions
4.10 The
provisions of Rules 4.6 to 4.9 above are without prejudice to any applicable provisions
of any byelaw regarding the service of documents or notices, to which they
shall be regarded as alternative.
5. Definitions
5.1 These
Rules form part of the Restitution Orders Byelaw (No. 24 of 2000, 423) and,
subject to Rule 5.2 below shall be interpreted accordingly.
5.2 In
these Rules unless the context otherwise requires, the following expressions
shall have the following meanings:
ÒDisciplinary
BoardÓ means the Disciplinary Board established pursuant to paragraph 3 of the
Disciplinary Committees Byelaw (No. 31 of 1996, 419).
ÒmisconductÓ
means misconduct as defined in any byelaws made under LloydÕs Acts 1871 to
1982.
ÒLloydÕs
RequirementÓ has the meaning set out in paragraph 2 of the Restitution Orders
Byelaw (No. 24 of 2000, 423).
Òperson
subject to the disciplinary jurisdiction of the SocietyÓ means a person subject
to the disciplinary jurisdiction of the Society as set out in the Misconduct
and Penalties Byelaw (No. 30 of 1996, 418).
Òqualified
lawyerÓ means a barrister or a solicitor, holding a full practising
certificate.
ÒRepresentative
of the CouncilÓ means the individual appointed by the Council to conduct the
disciplinary proceedings pursuant to Rule 4.3 above.
ÒRestitution
TribunalÓ means a Restitution Tribunal established pursuant to Rule 2.1 above.
ÒNoticeÓ
means a notice served under Rule 6.1.
Part
2ÑRestitution Proceedings
6. Institution
of Restitution Proceedings
6.1 Restitution
Proceedings shall be instituted by service of a Notice on the person concerned
(Òthe defendantÓ). The Notice shall:
(a) identify
the LloydÕs Requirement contravened; and
(b) contain
the allegation either that profits have accrued to the defendant, or a person
or persons has or have suffered loss or otherwise been adversely affected as a
result of the contravention of a LloydÕs Requirement specified, identifying,
where possible, the identity of the person or persons, or the class or type of
person who it is alleged has suffered or have suffered loss or been adversely
affected; and
(c) set
out the facts and matters relied on; and
(d) set
out insofar as is possible or appropriate the restitution order sought; and
(e) be
accompanied by copies of all documents referred to and a copy of the
Restitution Proceedings Byelaw.
6.2 The
Council shall send the Disciplinary Board a copy of the Notice and any
documents served under Rule 6.1 above at the same time as serving the Notice on
the defendant.
6.3 Where
Restitution Proceedings are instituted against an individual, the Council may
serve a copy of the Notice on his employer, his firm or any company of which he
is a director, and upon his employer, firm or company at the time of the
alleged conduct in the Notice.
7. Conduct
of Restitution Proceedings
7.1 Within
28 days of service of a Notice, the defendant shall serve on the Disciplinary
Board in writing with a copy to the Council:
(a) a
statement admitting that:
(i) he
has contravened a LloydÕs Requirement as specified in the Notice; and
(ii) either
that profits have accrued to him as a result of the contravention of a LloydÕs
Requirement, or that the person or persons identified has or have suffered a
loss as a result of the contravention of a LloydÕs Requirement by him or has or
have been adversely affected; and
(iii) as
alleged in the Notice the facts and matters alleged in the Notice; or
(b) a
document stating whether and if so to what extent and why:
(i) he
denies that he has contravened a LloydÕs Requirement as specified in the
Notice;
(ii) he
denies that profits have accrued to him as the result of the contravention of a
LloydÕs Requirement or that the person or persons identified has or have
suffered loss or otherwise been adversely affected as a result of his
contravention of a LloydÕs Requirement; and
(iii) which
(if any) of the facts and matters alleged in the Notice are challenged; and
(iv) any
other facts and matters are relied on (Òthe DefenceÓ).
7.2 The
Defence shall be accompanied by copies of any documents referred to which are
additional to the documents served under Rule 6.1 or Rule 7.1 above.
7.3 The
defendant may apply to the Disciplinary Board for an extension to the time
period set out in Rule 7.1 above and the Disciplinary Board may, in its sole
discretion, extend that time period. If the defendant makes any request to extend
any time limit under this Rule he shall at the same time notify the
Representative of the Council of that request.
8. Proceedings
in default of a defence
8.1 Rules
8.2 to 8.5 below apply to Restitution Proceedings where no Defence is served.
8.2 The
allegation that:
(a) the
defendant has contravened a LloydÕs Requirement as specified in the Notice;
(b) profit
has accrued to the defendant as a result of the contravention of a LloydÕs
Requirement or that a person or persons has or have suffered loss or otherwise
been adversely affected as a result of a contravention of a LloydÕs Requirement
as alleged
in the Notice and the facts and matters set out therein shall be deemed to be
admitted by the defendant if he has not notified the Disciplinary Board otherwise
and served a Defence within 28 days of service of the Notice and the
Restitution Tribunal shall issue findings accordingly and serve a copy on the
parties.
8.3 A
defendant may apply to the Restitution Tribunal to set aside findings against
him pursuant to Rule 8.2 above and for leave to serve a Defence. The
Restitution Tribunal shall grant the application if it is satisfied that it is
necessary in the interests of justice to do so. Any such application shall be
made within 7 days of the date of service of the findings on the defendant.
8.4 Within
7 days of the later of:
(a) service
of findings under Rule 8.2 above; or
(b) the
refusal of an application under Rule 8.3 above to set aside such findings each
party shall:
(i) serve
on the Restitution Tribunal and the other party any written submissions as to
the appropriate orders to be made by the Restitution Tribunal and as to the
costs of the Restitution Proceedings. Either party may refer in its submissions
to any misconduct admitted by or proved against the defendant, or any finding
regarding the defendant of any other regulatory body or any Court of competent
jurisdiction whether within the United Kingdom or elsewhere, and the
Restitution Tribunal may take such matters into account; and
(ii) notify
the Restitution Tribunal and the other party if it intends to make any oral
submissions as to the appropriate orders to be made by the Restitution Tribunal
or as to the costs of the Restitution Proceedings, in which case the
Restitution Tribunal shall arrange a hearing for that purpose.
8.5.1 A
party may serve written submissions in reply on the Restitution Tribunal and
the other party within 7 days of service of the other partyÕs written
submissions.
8.5.2 The
Restitution Tribunal shall notify the parties of its decision in accordance
with Rule 11.1 below.
8.6 Without
prejudice to the generality of Rule 8.4 above, the written submissions provided
in accordance with Rule 8.4 above shall state:
(a) whether
the party serving the written submissions contends or accepts that the profits
that have accrued, or the loss suffered or the other adverse effect, as a
result of a contravention of a LloydÕs Requirement found by the Restitution
Tribunal can be readily determined;
(b) whether
that party contends or accepts that the Restitution Tribunal should:
(i) itself
determine the profits accrued, the loss that has been suffered or the other
adverse effect; or
(ii) should
appoint an independent third party, as an expert, to investigate and report on
the profits that have accrued, the loss that has been suffered or the other
adverse effect.
8.7 The
Restitution Tribunal shall not exercise its power to appoint an independent
third party expert to investigate and report on the nature and extent of the
profits that have accrued, or of any loss or other adverse effect, prior to the
receipt of the written submissions pursuant to Rules 8.4 and 8.5.1 above and
prior to hearing the oral submissions, if any, of the parties in relation
thereto.
8.8 If
the Restitution Tribunal appoints an independent third party, acting as an
expert, to investigate and report on the nature and extent of the profits that
have accrued, or of the loss or other adverse effect, then, at the same time as
making any such order, the Restitution Tribunal shall also:
(a) make
any consequential orders necessary to enable the independent third party to
investigate and report on the nature and extent of the profit that has accrued,
or the loss or other adverse effect including, without prejudice to the
generality of the foregoing, any orders directed at a person or persons the
subject of the Restitution Proceedings, or to any other person, requiring the
provision of any accounts or information required to establish the nature and
extent of the profit or loss or adverse effect; and
(b) make
any consequential order necessary to enable either the Representative of the
Council or the Defendant to make submissions in writing to the independent
third party; and
(c) make
an order requiring the independent third party to serve a copy of any report
provided to the Restitution Tribunal also on the Representative of the Council
and the Defendant; and
(d) make
such directions as it considers appropriate in relation to the procedure to be
adopted, or the time period applicable, to any matters subsequent to the
receipt of the report including, without prejudice to the generality of the
foregoing, any directions as it considers appropriate in relation to the making
of further submissions either in writing or orally, consequent upon the quantum
of the report of the independent third party.
8.9 The
Restitution Tribunal shall notify the parties of its decision in accordance
with Rule 11.1 below.
9. Contested
Restitution Proceedings
Preliminary
Hearings
9.1 Rules
9.2 to 9.7 below apply to Restitution Proceedings where a Defence has been
served under Rule 7.1 above or pursuant to leave given under Rule 8.3 above.
9.2 The
Restitution Tribunal shall hold a preliminary hearing within 14 days of its
appointment. The Restitution Tribunal may hold further preliminary hearings
from time to time.
9.3 The
purpose of the preliminary hearings shall be for the Restitution Tribunal to
give such directions as it considers appropriate for the conduct of the
proceedings. If appropriate, the directions may include:
(a) a
requirement for service of a written statement of Reply to the Defence and
other written submissions;
(b) a
requirement that the parties exchange copies of all documents referred to in
the written submissions or intended to be referred to at the hearing;
(c) a
requirement that the parties exchange copies of all documents in their
possession, custody or power upon which they rely in support of their case or
of which they are aware and which to a material extent adversely affect their
own case or support the other partyÕs case;
(d) a
requirement that the parties provide each other with the names of all witnesses
intended to be called at the hearing;
(e) a
requirement that the parties exchange copies of written witness statements
setting out the substance of the evidence such witnesses will give, signed by
the witness and verifying its accuracy;
(f) a
direction that any witness statements shall stand as the evidence-in-chief of
the witness concerned unless the Restitution Tribunal orders otherwise;
(g) arrangements
for the timing and location of the hearing and for a transcript to be made of
the hearing;
(h) a
direction as to the extent to which the Restitution Proceedings will be
determined together with, or separately from, and either before or after any
related Disciplinary Proceedings and/or any related Fit and Proper Person
Proceedings.
9.4 Preliminary
hearings shall be dealt with by the Tribunal Chairman alone unless in his sole
discretion he considers it necessary or desirable that the matter be heard by
the Restitution Tribunal.
The Hearing
9.5 There
shall be an oral hearing before the Restitution Tribunal in accordance with
Rules 9.6 and 9.7 below unless the parties agree that the proceedings may be determined
on the basis of written submissions and documents.
9.6 The
hearing shall be in private unless the defendant requires a public hearing. In
such a case the Restitution Tribunal may in its discretion direct that any part
of the hearing shall take place in private if in its opinion this is necessary
in the interests of justice.
9.7 The
Restitution Tribunal shall have power to determine the conduct of the hearing
in such manner as it considers appropriate subject to the following:
(a) the
Council shall open the case and shall have the right to call witnesses and
adduce other evidence of any facts and matters set out in the Notice and the
Reply;
(b) the
defendant shall have the right to address the Restitution Tribunal and to call
witnesses and adduce other evidence of any facts and matters set out in the
Defence;
(c) both
parties shall have the right to cross-examine and re-examine witnesses who are
called and such witnesses may also be questioned by the Restitution Tribunal;
(d) the
Council and the defendant shall each have the right to make a final address
provided that the defendant shall have the right to address the Restitution
Tribunal last.
9.8 Subject
to Rule 9.7 above the Restitution Tribunal may make any directions it considers
appropriate varying or supplementing the above procedure, including provision
for further written submissions.
10. Findings
and Costs
10.1 The
Restitution Tribunal shall issue its findings regarding the allegation that the
defendant has contravened a LloydÕs Requirement and that the profits that have
accrued to him as a result of the contravention of a LloydÕs Requirement or
that a person or persons has or have suffered loss or otherwise been adversely
affected as a result of the contravention of a LloydÕs Requirement and serve a
copy on the parties.
10.2 In
accordance with any direction made by the Restitution Tribunal under Rule 9.8
each party shall:
(a) serve
on the Restitution Tribunal and the other party any written submissions as to
the orders to be made by the Restitution Tribunal or as to the costs of the
Restitution Proceedings. Either party may refer in its submissions to any
misconduct admitted by or proved against the defendant, or any finding
regarding the defendant of any other regulatory body or any Court of competent
jurisdiction whether within the United Kingdom or elsewhere, and the
Restitution Tribunal may take such matters into account; and
(b) notify
the Restitution Tribunal and the other party if it intends to make any oral
submissions as to the directions to be made by the Restitution Tribunal or as
to the costs of the Restitution Proceedings, in which case the Restitution
Tribunal shall arrange a hearing for that purpose; and
(c) serve
written submissions in reply to the other partyÕs written submissions on the
Restitution Tribunal and the other party.
10.3 Without
prejudice to the generality of Rule 10.2 above, the written submissions
provided in accordance with Rule 10.2 above shall state:
(a) whether
the party serving the written submissions contends or accepts that the profits
that have accrued, or the loss suffered or the other adverse effect as a result
of the contravention of a LloydÕs Requirement found by the Restitution
Tribunal, can be readily determined;
(b) whether
that party contends or accepts that the Restitution Tribunal should:
(i) itself
determine the profits that have accrued, the loss that has been suffered or the
other adverse effect; or
(ii) should
appoint an independent third party, as an expert, to investigate and report on
the profits that have accrued, the loss that has been suffered or the other
adverse effect.
10.4 The
Restitution Tribunal shall not exercise its power to appoint an independent
third party expert to investigate and report on the nature and extent of the
profits that have accrued, or of any loss or other adverse effect, prior to the
receipt of the written submissions pursuant to Rules 10.2 and 10.3 above and
prior to hearing the oral submissions, if any, of the parties in relation
thereto.
10.5 If
the Restitution Tribunal appoints an independent third party, acting as an
expert, to investigate and report on the nature and extent of the profits that
have accrued, or of the loss or other adverse effect then, at the same time as
making any such order, the Restitution Tribunal shall also:
(a) make
any consequential orders necessary to enable the independent third party to
investigate and report on the nature and extent of the profit that has accrued,
or the loss or other adverse effect including, without prejudice to the
generality of the foregoing, any orders directed to the person or persons the
subject of the Restitution Proceedings, or to any other person, requiring the
provision of any accounts or information required to establish the nature and
extent of the profit or loss or adverse effect; and
(b) make
any consequential order necessary to enable either the Representative of the
Council or the defendant to make submissions in writing to the independent
third party;
(c) shall
make an order requiring the independent third party to serve a copy of any
report served on the Restitution Tribunal also on the Representative of the
Council and the defendant;
(d) shall
make such directions as it considers appropriate in relation to the procedure
to be adopted, or the time period applicable, to any matters subsequent to the
receipt of the report including, without prejudice to the generality of the
foregoing, any directions as it considers appropriate in relation to the making
of further submissions either in writing or orally, consequent upon the
contents of the report of the independent third party.
10.6 The
Restitution Tribunal shall notify the parties of its decision in accordance
with Rule 11.1 below.
11. The
Restitution TribunalÕs Decision
11.1 The
Restitution Tribunal shall issue its decision as to the allegation a defendant
has contravened a LloydÕs Requirement, that profits accrued to them as a result
of the contravention of a LloydÕs Requirement or that a person or persons has
or have suffered loss or otherwise been adversely affected as a result of the
contravention of a LloydÕs Requirement and that the defendant should make
restitution, and any orders as a result of that decision or orders as to costs
and serve a copy on the defendant, with a copy to the Council and to the
Chairman of the Disciplinary Board.
11.2 Subject
to Rule 11.3 below, the Restitution Tribunal need not, but may in its sole
discretion decide to, give reasons for its decision. If the decision is adverse
to the defendant, the Restitution Tribunal shall at the same time notify the
defendant of any right of appeal under the Appeal Tribunal Byelaw (No. 32 of
1996, 420) and provide a copy of that byelaw.
11.3 The
Restitution Tribunal shall, if it decides to give reasons for its decision or
upon the written request of either party made no later than 14 days of the date
on which its decision was served on the defendant, state in writing:
(a) the
reasons for any findings, setting out all findings of fact made by it; and
(b) the
reasons for any direction made or orders as to costs made.
12. Effect
of the Decision
12.1 Unless
otherwise stated in the decision, the decision of a Restitution Tribunal shall
take effect 14 days from the latest of:
(a) the
date of service of the decision;
(b) the
date of service of the written statement pursuant to Rule 11.2 above;
(c) the
determination of any application under Rule 8.3 above; or
(d) the
decision of the Appeal Tribunal on an application for leave to appeal.
12.2 If
the defendant exercises any right of appeal under and in accordance with the
Appeal Tribunal Byelaw (No. 32 of 1996, 420), the Restitution TribunalÕs
decision shall not take effect pending the determination of the appeal.
12.3 Restitution
Proceedings shall not be treated as finally concluded until the decision of the
Restitution Tribunal takes effect.
13. Publication
of Decision
13.1 Subject
to Rule 13.2 below the Council may publish a decision of the Disciplinary Board
or a Restitution Tribunal and any written statement under Rule 11.3 above and
shall do so if:
(a) a
Disciplinary Tribunal has made a finding of misconduct in respect of the
defendant in related proceedings;
(b) the
hearing was held in public; or
(c) the
defendant requires the Council to do so.
13.2 The
Council may withhold publication of all or any part of any decision of the
Disciplinary Board or a Restitution Tribunal or any written statement made
under Rule 11.3 above where in the opinion of the Council:
(a) it
should do so because of exceptional regulatory reasons; or
(b) the
interests of justice so require.
13.3 The
Council may direct that a defendant in respect of whom the Disciplinary Board
or a Restitution Tribunal has made a finding of misconduct, publish that
finding in whatever form and manner the Council considers appropriate.
13.4 If
the hearing was not held in public, no publication shall take place earlier
than the date on which a decision takes effect, unless the defendant agrees.
Part
3ÑSettlements
14. Settlements
14.1 The
provisions of Part 3 apply to any Restitution Proceedings.
14.2 The
Council may serve on the defendant a statement of:
(a) the
order for restitution which the Council considers would be appropriate; and
(b) any
order as to costs which the Council considers would be appropriate.
Any
statement served under this paragraph shall not be placed before the
Disciplinary Board except pursuant to Rule 14.9 below.
14.3 The
defendant may enter into negotiations with the Representative of the Council
regarding a settlement of the Restitution Proceedings at any time by submitting
to the Representative of the Council written proposals for settlement.
Procedure
for Settlement Before the Disciplinary Board
14.4 Any
proposed terms of settlement which are agreed prior to the appointment of the
Disciplinary Tribunal shall be submitted to the Disciplinary Board for its
consideration.
14.5 If
the parties decide to agree a settlement they shall inform the Disciplinary
Board immediately. Consideration of the settlement will be on the basis of
written submissions unless the Disciplinary Board otherwise directs.
14.6 Where
a decision to agree a settlement is reached pursuant to Rule 14.5 above, the
parties must:
(a) unless
the Disciplinary Board otherwise directs, submit a written statement containing
any material facts which (for the purposes of the application) are either
agreed or not opposed (by either party); and
(b) specify
in the written statement (or, if none, a separate document) the order for
restitution and costs which the parties will invite the Disciplinary Board to
order.
14.7 Any
document referred to in Rule 14.6 above must be submitted to the Disciplinary
Board not less than 2 clear days before the day fixed for hearing of the
settlement in Rule 14.5 above.
14.8 The
Disciplinary Board may approve or decline to approve the settlement and the
proposed order and costs in its absolute discretion. If it considers it
appropriate, it may suggest modifications to the terms of settlement for the
partiesÕ consideration. For the purpose of considering the terms of settlement
it may require the parties to appear before it.
14.9 If
the Disciplinary Board approves the settlement, it shall issue an order for
restitution and costs which gives effect to the settlement and shall notify the
parties accordingly. Its decision shall take effect immediately unless
otherwise stated.
14.10 If
the Disciplinary Board declines to approve the settlement, it shall notify the
parties accordingly.
Procedure
for Settlement Before the Disciplinary Tribunal
14.11 Any
proposed terms of settlement which are agreed subsequent to the appointment of
the Restitution Tribunal shall be submitted to the Restitution Tribunal for its
consideration.
14.12 Following
the appointment of a Restitution Tribunal, but before the commencement of a
hearing of the substantive issues, if the parties decide to agree a settlement
they shall inform the Restitution Tribunal immediately and obtain a date for
the hearing before the Restitution Tribunal for consideration of that
settlement. If it considers it appropriate, the Restitution Tribunal may
consider the settlement on the basis of written submissions.
14.13 Where
the application is made pursuant to Rule 14.12 above, the parties must:
(a) unless
the Restitution Tribunal otherwise directs, submit a written statement
containing any material facts which (for the purposes of the application) are
either agreed or not opposed (by either party); and
(b) specify
in the written statement (or, if none, a separate document) the order and costs
which the parties will invite the Disciplinary Tribunal to order.
14.14 Any
document referred to in Rule 14.13 above must be submitted to the Restitution
Tribunal not less than 2 clear days before the day fixed for hearing of the
settlement in Rule 14.12 above.
14.15 The
Restitution Tribunal may approve or decline to approve the settlement and the
proposed order and costs in its absolute discretion. If it considers it
appropriate, it may suggest modifications to the terms of settlement for the
partiesÕ consideration. For the purpose of considering the terms of settlement
it may require the parties to appear before it.
14.16 If
the Disciplinary Tribunal approves the settlement, it shall issue an order for
restitution and costs which gives effect to the settlement and shall notify the
parties accordingly. Its decision shall take effect immediately unless
otherwise stated.
14.17 If
the Restitution Tribunal declines to approve the settlement, it shall:
(a) notify
the parties accordingly; and
(b) disqualify
itself from further proceedings.
Confidentiality
14.18 All
matters relating to settlement before the Disciplinary Board and Restitution
Tribunal shall be treated as confidential and (subject to Rule 14.19 below)
shall not be relied upon in restitution proceedings to which they relate.
14.19 Any
written settlement proposals which are expressly made on the basis that they
may be taken into account on the question of costs shall be admissible on that
question only.
Publication
of Decision
14.20 Subject
to Rule 14.21 below the Council may publish the terms of settlement and shall
do so if:
(a) the
decision includes a finding or admission of misconduct in respect of the
defendant; or
(b) the
defendant requires the Council to do so.
14.21 The
Council may withhold publication of all or any part of any decision of the
Disciplinary Board or a Restitution Tribunal or any written statement made
under Rules 14.7 and 14.14 above where in the opinion of the Council:
(a) it
should do so because of exceptional regulatory reasons; or
(b) the
interests of justice so require.
14.22 The
Council may direct that a defendant in respect of whom the Disciplinary Board
or a Restitution Tribunal has made a finding of misconduct, publish that
finding in whatever form and manner the Council considers appropriate.
Extensions
of Time
14.23 The
Disciplinary Board or Restitution Tribunal may grant an extension of time for
the submission of agreed terms of settlement if both the Representative of the
Council and the defendant so request in writing.
424.
Policyholder Complaints Byelaw
No. 10 of
2001, 5 November 2001
COMMENCEMENT
This
byelaw commenced on 5 December 2001
EXPLANATORY
NOTE
(This note
is not part of the byelaw.)
The
matters set out in this byelaw are intended to ensure that complaints made by
or on behalf of policyholders are dealt with effectively.
The Council
of LloydÕs in exercise of its power under Section 6(2) of the LloydÕs Act 1982
by special resolution hereby makes the following byelaw.
Power of
the Council to make codes of practice and requirements
(1) The
Council may from time to time make codes of practice and requirements in
respect of any matters relating to the handling of complaints made by or on
behalf of a policyholder.
Handling of
complaints
(2) Every
person transacting the business of insurance at LloydÕs must ensure that it
handles a complaint made by or on behalf of a policyholderÑ
(a) in
accordance with any codes of practice and requirements made by the Council
under paragraph 1; and
(b) in a
manner which properly protects the name, reputation and standing of the
Society.
Power of
the Council to give directions
(3) Where
any complaint is or may be made by or on behalf of a policyholder the Council
may wherever it appears to the Council to be appropriate to do so, for the
purposes of protecting the interests of the policyholder or the name,
reputation or standing of the Society or the interests of members of the
Society as a whole, give a direction to any person transacting the business of
insurance at LloydÕs requiring that person to do such acts or things or refrain
from doing such acts or things as the Council may require.
Interpretation
(4) In
this byelawÑ
(a) ÒcomplaintÓ
includes any expression of dissatisfaction, whether oral or written and whether
justified or not,
(b) ÒpolicyholderÓ
includes any person claiming to be or alleged to be a policyholder.
Commencement
(5) This
byelaw shall come into force on 5 December 2001.
EÑConstitutional
& Administrative
This
heading brings together all the provisions pertaining to:
(i) the
constitution of the Society (e.g., governing bodies, general meetings and the
byelaw regime);
(ii) the
Reconstruction and Renewal programme; and
(iii) other
non-regulatory administrative matters (e.g., central Fund).
500.
Interpretation Byelaw
No. 1 of
1983, 5 January 1983
COMMENCEMENT
This
byelaw commenced on 5 January 1983.
AMENDMENTS
This
byelaw was amended by
LloydÕs
Byelaws release dated 24 October 1983
LloydÕs
Byelaws release dated 9 April 1984
Miscellaneous
Administrative Provisions (No. 2) Byelaw dated 6 January 1993
Corporate
Members (Consequential Amendments) Byelaw dated 8 September 1993
Corporate
Members (Miscellaneous Amendments) Byelaw dated 8 December 1993
LloydÕs
Brokers (Amendment No. 7) Byelaw dated 6 September 1995
Membership
(Amendment No. 3) Byelaw dated 6 September 1995
New Central
Fund Byelaw (No. 23 of 1996) dated 5 June 1996
Premiums
Trust Fund and Regulating Trustee Byelaw (No. 22 of 1998)
Underwriting
Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Intermediary
Amendment Byelaw (No. 10 of 2000)
LloydÕs
Policy Signing Office Byelaw (No. 11 of 2000)
LloydÕs
Brokers Byelaw (No. 17 of 2000).
REVOCATION
This
byelaw was revoked by the Glossary Byelaw (No. 8 of 2001).
501.
Promulgation of Byelaws and Regulations Byelaw No. 9 of 1983, 5 January 1983
COMMENCEMENT
This
byelaw commenced on 5 January 1983.
1. (a)(i)
Not later than the close of business in the Room on the day on which the Room
is first open for business after the making, amendment or revocation of any
byelaws by the Council or a regulation by the Committee, the Secretary General
or other person duly authorised by the Council shall promulgate such byelaw or
regulation amendment thereto or revocation thereof by posting in the Room a
Notice containing the wording of such byelaw, regulation or amendment thereto
or full particulars of such revocation thereof as the case may be and any such
Notice shall state where copies of such byelaw, regulation or amendment may be
obtained.
(ii) A
regulation ratified by the Council by special resolution shall be deemed for
the purposes of this byelaw to be a byelaw made by the Council and after such
ratification shall be promulgated in accordance with this byelaw.
(b) A
byelaw or regulation or an amendment thereto or revocation thereof shall come
into force on the date on which, by special resolution or by resolution, it is
duly made or on such later date as shall be specified by such resolution.
(c) A
notice pursuant to Section 6(4) LloydÕs Act 1982 requesting the submission of
any byelaw, amendment thereto or revocation thereof to the members in General
Meeting may be served upon the Council within sixty days of the promulgation of
such byelaw, amendment thereto or revocation thereof, or within such longer
period as the Council may in any case determine.
502.
Maintenance of Byelaws and Regulations Byelaw No. 14 of 1983, 7 February 1983
COMMENCEMENT
This
byelaw commenced on 7 February 1983.
1. The
Secretary General or other person duly authorised by the Council shall maintain
a volume of byelaws and regulations which shall be available for inspection by
members of the Society and such other persons as the Council may decide on such
days and during such hours as the Room shall be open. 2. Copies
of such byelaws and regulations in such form as the Council may from time to
time decide shall be made available upon request to members of the Society and
to such other persons on such terms as the Council may decide, which may
include terms as to payment or otherwise.
503.
Miscellaneous Matters Byelaw No. 15 of 1983, 7 February 1983
COMMENCEMENT
This
byelaw commenced on 7 February 1983.
AMENDMENTS
This
byelaw was amended by
Powers of
Charging Byelaw (No. 12 of 1990)
Corporate
Members (Consequential Amendments) Byelaw (No. 20 of 1993)
Miscellaneous
Matters (Amendment No. 2) Byelaw (No. 19 of 1996)
Miscellaneous
Matters (Amendment No. 3) Byelaw (No. 5 of 2000)
Intermediary
Amendment Byelaw (No. 10 of 2000).
Agents
1. The
Council may appoint agents or correspondents of the Society at ports and other
places and regulate the duties of such agents and correspondents.
Forms,
Ballot Papers, Notices and Documents, etc.
2. [[(1)]]
Any form, ballot paper, notice or other documentation required under these
byelaws to be sent to the members of the Society by the Secretary General or
other person duly authorised by the Council shall be deemed to have been
properly sent if it is sent to [an individual] member of the Society at his
last known place of business or abode [or to a corporate member at its
registered or principal office] but, unless the Council shall otherwise
determine, the result of a ballot under these byelaws shall not be invalidated
by any accidental omissions of the Secretary General or other person duly
authorised by the Council to send any form, ballot paper, notice or other
documentation to any member of the Society or by the non-receipt by any member
of the Society of any such form, ballot paper, notice or other documentation,
or by any accidental error in any form, ballot paper, notice or other
documentation.
[[(2) If
the Council is advised that the sending of any form, ballot paper, notice or
other documentation referred to in sub-paragraph (1) above to any address not
within the United Kingdom would contravene the law of any country or territory
outside the United Kingdom or any requirement of any government, statutory or
regulatory body or court outside the United Kingdom, such form, ballot paper,
notice or other documentation need not be sent to any such address, provided
that:
(i) if
a member to whom a form, ballot paper, notice or other documentation (as
appropriate) is not sent in accordance with this sub-paragraph (2) has given to
the Secretary to the Council or other person duly authorised by the Council an
address within the United Kingdom at which any form, ballot paper, notice or
other documentation may be sent to him he shall be entitled to have any form,
ballot paper, notice or other documentation sent to him at that address;
(ii) if
such a member has not given an address within the United Kingdom at which any
form, ballot paper, notice or other documentation may be sent to him, any form,
ballot paper, notice or other documentation shall be made available to him by
causing the form, ballot paper, notice or other documentation to be published,
or by causing a notice specifying where a copy of the form, ballot paper,
notice or other documentation can be obtained to be published, in at least one
daily newspaper having a national circulation in the United Kingdom.]]
NOTE
Notices
3. Notices
to members of the Society not directed by LloydÕs Acts 1871 to 1982 or these
byelaws to be otherwise given shall be given by posting the same in the Room.
Members
etc. not to supply information
4. No
member of the Society or other person granted admission to the Room or other
parts of the premises of the Society shall without the previous express
sanction of the Chairman or a Deputy Chairman of LloydÕs copy, supply or
release any information, document or other material relating to the affairs of
the Society or of the members of the Society where the confidential nature of
such information, document or other material is expressly stated therein or is
implicit from the context in which such information, document or other material
is published or received.
Admission
to Room, etc.
5. Admission
to, use of, and allocation of space in, the Room and the other parts of the
premises of the Society shall be at the discretion of the Council.
Votes of
Money
6. The
Council shall be entitled to make grants of money otherwise than for the
business purposes of the Society, but any such grant in excess of £10,000 shall
be reported in the annual accounts.
Presentation
of Accounts, etc.
7. Annual
accounts shall be made up to the 31st day of December so as to show a true and
fair view of the income and expenditure of the Society for the year and its
state of affairs. The accounts shall be approved by the Council. The Council
shall appoint auditors who shall report to the members of the Society whether
in their opinion the accounts give a true and fair view of the income and
expenditure of the Society and of its state of affairs. [A person or firm shall
be eligible for appointment as auditors where that person or firm is eligible
for appointment as a company auditor under section 25 of the Companies Act 1989
save that a person or firm eligible only by reason of sub-section 25(3) shall
not be eligible for appointment as auditors. Where such appointment is in
respect of a firm which is a partnership the provisions of section 26 of the
Companies Act 1989 shall apply unless the Council determines otherwise.]
The
accounts together with the auditorsÕ report shall ordinarily be despatched to
members of the Society with the notice convening the Ordinary General Meeting
of members to be held in June.
NOTE
[7A. In
paragraph 7, the expressions Òcompany auditorÓ and ÒfirmÓ shall have the
meanings ascribed to them respectively in section 24(2) and section 53 of the
Companies Act 1989.]
NOTE
Powers of
Charging
8. [This
paragraph was deleted on 5 December 1990 by byelaw No. 12 of 1990 with effect
from 6 December 1990.]
Powers of
Investment
9. The
Council may invest the funds and other property of the Society in or upon
investments of such nature as it shall in its absolute discretion think fit.
Registration
of Assets
10. All
assets of the Society shall be registered in or operated through accounts in
the name of the Corporation of LloydÕs or by nominees appointed by the Council.
List of
Members, etc.
11. In
April in each year a list of members of the Society, LloydÕs [advisers, [[É]]],
underwriting agents, subscribers and associates shall be produced in such form
as the Council shall determine.
NOTE
Medals
12. The
Council may present the medals of the Society as an honorary acknowledgement to
those who have attempted or contributed to the saving of life or property or
for services to LloydÕs.
[13. For
the purpose of section 8(3) of LloydÕs Act 1982 a captive corporate member may
in the course of its underwriting business at LloydÕs accept business from or
through a LloydÕs broker or any person for the time being appointed to carry
out the functions, powers and duties of a managing agent as respects that
member.]
NOTE
504.
Suspension From Membership of the Council, the Committee, and Any Sub-Committee
Byelaw No. 16 of 1983, 7 February 1983
COMMENCEMENT
This
byelaw commenced on 7 February 1983.
1.
The Council may by special resolution direct the suspension of a person as:Ñ
(a) a
member of the Council;
(b) a
member of the Committee;
(c) a
member of any sub-committee or other body of persons appointed by the Council
or Committee under these byelaws;
provided
that such power of suspension shall only be exercised by the Council in the
case of any such person:Ñ
(i) against
whom disciplinary proceedings are pending under LloydÕs Acts 1871 to 1982 or
any byelaws made thereunder; or
(ii) against
whom an adverse verdict has been reached by a Disciplinary Committee or the
Appeal Tribunal in any disciplinary proceedings under LloydÕs Acts 1871 to 1982
or any byelaws made thereunder; or
(iii) against
whom disciplinary proceedings under LloydÕs Acts 1871 to 1982 might, in the
opinion of the Council, have been taken if such member was subject to the
jurisdiction of the Disciplinary Committees; or
(iv) who
has been suspended pursuant to any byelaw made under LloydÕs Act 1982; or
(v) who
has been convicted by any court of competent jurisdiction of any crime which,
in the opinion of the Council, involves dishonesty or lack of good faith and
such conviction has not to the CouncilÕs knowledge been set aside on appeal or
otherwise; or
(vi) who
has been adjudicated bankrupt or adjudicated or declared insolvent by the due
process of law of the United Kingdom or elsewhere, or who has made any
arrangement or composition with his creditors or who has otherwise acknowledged
his inability to pay his debts; or
(vii) who is or
has become insane.
2.
The Council may take any steps and give any further directions that it
considers necessary as a consequence of or in connection with such
suspension. 3. Save as provided in paragraph 4 below, before
exercising such power of suspension the Council shall:Ñ
(a) inform
the person liable to suspension of the reasons why the exercise of such power
is being considered and give details of the terms of the proposed suspension;
and
(b) permit
such person to make oral or written representations as to the suspension or its
terms within such period as the Council may require.
4.
If in the opinion of the Council such power of suspension is required to be
exercised immediately, the Council may exercise such power without having first
taken the steps referred to in sub-paragraphs (a) and (b) of paragraph 3 above
before exercising such power. But in any case the Council shall:Ñ
(a) as
soon as possible inform the person suspended:-
(i) of
the terms of the suspension, and
(ii) of
the reasons why such power has been exercised;
(b) permit
such person to make oral or written representations as to the suspension or its
terms within seven days thereafter; and
(c) after
hearing or receiving such representations, decide whether the direction of
suspension is to be revoked, amended or continued in force, and shall
communicate its decision to such person as soon as possible.
5.
At any time while a person is subject to a direction of suspension under this
byelaw, such person may make written representations to the Council requesting the
revocation or amendment of such direction. If the Council is satisfied that
there has been a material change in the relevant circumstances, then within
fourteen days from receipt of such written representations the Council shall
permit such person to make oral representations. After hearing such
representations the Council shall decide whether such direction is to be
revoked, amended or continued in force, and shall communicate its decision to
such person as soon as possible. 6. Any direction of suspension
under this byelaw shall be on such terms and subject to such conditions as the
Council may in its discretion specify. 7. The Council may at any
time revoke or amend a direction of suspension under this byelaw, and
paragraphs 3 and 4 of this byelaw shall apply mutatis mutandis to any such
amendment. 8. Upon a direction of suspension under this byelaw being
made, continued, amended or revoked the Council shall forthwith give notice (a)
by posting in the Room, and (b) by such other means of public notice, including
insertion of notices in newspapers or journals, as the Council may determine.
The notices shall contain such particulars as the Council shall determine.
505. The
Underwriting Agents Byelaw No. 4 of 1984, 14 May 1984
COMMENCEMENT
This
byelaw commenced on 14 May 1984.
AMENDMENTS
This
byelaw was amended by
Underwriting
Agents (Amendment) Byelaw (No. 8 of 1987)
Underwriting
Agents (Amendment No. 2) Byelaw (No. 4 of 1988)
LloydÕs
Market Certificate Byelaw (No. 6 of 1989)
Underwriting
Agents (Amendment No. 3) Byelaw (No. 9 of 1989)
Underwriting
Agents (Amendment No. 4) Byelaw (No. 14 of 1989)
Underwriting
Agents (Amendment No. 5) Byelaw (No. 18 of 1989)
Underwriting
Agents (Amendment No. 6) Byelaw (No. 4 of 1990)
Miscellaneous
Administrative Provisions (No. 2) Byelaw (No. 1 of 1993)
Underwriting
Agents (Amendment No. 7) Byelaw of 1993 (No. 7 of 1993)
Annual
Subscribers, Associates, Substitutes and Others Byelaw (No. 8 of 1993)
Information
and Confidentiality Byelaw (No. 21 of 1993)
Underwriting
AgentsÕ Qualifications (Miscellaneous Amendments) Byelaw (No. 32 of 1993)
Transitional
and Conversion Arrangements (Corporate Member) Byelaw (No. 9 of 1994)
Underwriting
Agents (Amendment No. 8) Byelaw (No. 13 of 1994)
CompaniesÕ
Accounts (Miscellaneous Amendments) Byelaw (No. 15 of 1994)
Syndicate
Accounting Byelaw (No. 18 of 1994)
Underwriting
Agents (Amendment No. 9) Byelaw (No. 3 of 1995)
Underwriting
Agents (Amendment No. 10) Byelaw (No. 8 of 1995)
Underwriting
Agents (Amendment No. 11) Byelaw (No. 15 of 1995)
Appeal
Tribunal Byelaw (No. 18 of 1995)
Underwriting
Agents (Amendment No. 12) Byelaw (No. 5 of 1996)
Conversion
and Related Arrangements Byelaw (No. 22 of 1996)
Underwriting
Agents (Amendment No. 13) Byelaw (No. 36 of 1996)
Underwriting
Agents (Amendment No. 14) Byelaw (No. 20 of 1997)
Underwriting
Agents (Amendment No. 15) Byelaw (No. 14 of 1998)
Captive
Corporate Members Byelaw (No. 19 of 1998)
Premiums
Trust Fund and Regulating Trustee Byelaw (No. 22 of 1998)
Training
and Development Byelaw (No. 23 of 1998)
Proportional
Reinsurance Syndicates Byelaw (No. 9 of 1999)
Underwriting
Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Revocation
Byelaw (No. 16 of 1999)
LloydÕs
Policy Signing Office Byelaw (No. 11 of 2000)
Annual
Subscribers Byelaw (No. 15 of 2000)
LloydÕs
Brokers Byelaw (No. 17 of 2000)
Underwriting
Agents (Amendment No. 17) Byelaw (No. 2 of 2001).
For the
full text of this byelaw, see Part A, 101.
506. The
Central Fund Byelaw
No. 4 of
1986, 14 July 1986
COMMENCEMENT
This
byelaw commenced on 15 July 1986.
AMENDMENTS
This
byelaw was amended by
Central
Fund (Amendment) Byelaw (No. 10 of 1987)
Central
Fund (Amendment No. 2) Byelaw (No. 9 of 1988)
Corporate
Members (Consequential Amendments) Byelaw (No. 20 of 1993)
New Central
Fund Byelaw (No. 23 of 1996)
Amendment
Byelaw (No. 9 of 2001).
EXPLANATORY
NOTE
(This
note is not part of the byelaw.)
This
Byelaw, in place of the Central Fund Agreement 1927, provides for the
management, investment and application of LloydÕs Central Fund under the
direction of the Council of LloydÕs. It requires that as a condition of
underwriting insurance business at LloydÕs members contribute to the Central
Fund at rates prescribed from time to time by the Council. Annual contributions
are payable, together with any further contributions which the Council may from
time to time prescribe by special resolution.
Paragraphs
8 and 10 of the Byelaw re-enact the provision of Byelaw No. 2 of 1985 (Recovery
of Monies) which empower the Society to apply monies out of funds and property
of the Society (other than the Central Fund) for the purposes specified in
paragraph 8 of the Byelaw, and to recover from members monies paid out of the
Central Fund or from other funds of the Society in accordance with this Byelaw.
The Council
of LloydÕs in exercise of its powers under section 6(2) and paragraphs (1) and
(4) of schedule 2 of LloydÕs Act 1982 and section 7 of LloydÕs Act 1911 (as
amended) by special resolution hereby makes the following byelaw.
1. Interpretation
[The
provisions of the schedule to this byelaw shall have effect.]
NOTE
2. Administration
of the Central Fund
The
Society shall:
(a) hold,
manage and apply in accordance with the provisions of this byelaw a fund to be
known as the Central Fund;
(b) levy
contributions to the Central Fund in accordance with the provisions of this
Byelaw from members of the Society; and
(c) have
such other powers and duties as respects the Central Fund as are conferred or
imposed by this byelaw.
3. Assets
of the Central Fund
The
Central Fund shall consist of:
(a) the
assets of the fund constituted by an agreement in writing made on 18 May 1927
(and therein described as Òthe Central FundÓ) between the Society and the
members of the Society whose names were subscribed thereto;
(b) contributions
to the Central Fund levied pursuant to paragraph 4;
(c) monies
borrowed by the Society pursuant to paragraph 5;
(d) the
investments and other property for the time being representing such fund and
contributions;
(e) income
arising from the investments or other assets from time to time constituting the
Central Fund;
[(f) (i)recoveries
made from members of the Society pursuant to paragraph 10(1)(a) of this byelaw;
(ii)recoveries
made from members of the Society pursuant to paragraph 10A(5) or (6) of this
byelaw and transferred to the Central Fund pursuant to paragraph 10A(9) of this
byelaw;]
(g) any
other monies or assets which may at any time be added to or accrue to the
Central Fund.
NOTE
4. Contributions
to the Central Fund
[É]
(2) The
amount of contributions payable by members of the Society to the Central Fund
and the manner of calculating such amounts shall be such as the Council shall
from time to time by special resolution prescribe.
(3) Contributions
shall be payable on such date or dates as the Council shall from time to time
by special resolution prescribe.
(4) Contributions
shall be levied on members of the Society by service on each member of the
Society or his underwriting agent or agents of a notice specifying the amount
due, which shall be paid by such member not later than the date specified for
that purpose in such notice.
[É]
(6) The
Council may from time to time by special resolution exempt any member or class
of members of the Society from liability to make contributions pursuant to this
paragraph.
(7) Any
exception granted pursuant to sub-paragraph (6)
(a) may
apply indefinitely or for such period as the Council may specify;
(b) may
be general or limited to a particular levy or levies whether made under sub-paragraph
(1) or sub-paragraph (5).
(8) Every
member of the Society shall furnish to the Society such information as the
Council may from time to time require in writing for the purposes of this
byelaw.
(9) Any
information required pursuant to sub-paragraph (8) shall be furnished in such
manner and at such time or times as the Council may specify in writing.
(10) A
member of the Society shall only be required under this paragraph to furnish
such information as he or his underwriting agent or agents possess or can
reasonably be expected to obtain.
(11) Payment
of contributions to the Central Fund in accordance with this byelaw shall be a
condition relating to permission to underwrite insurance business at LloydÕs
and the provisions of [Membership Byelaw (No. 17 of 1993, 111)] shall apply
accordingly where any member of the Society fails to comply with such
condition.
NOTE
5. Borrowing
for the Central Fund
The
Society may from time to time, to hold, manage and apply as assets of the
Central Fund, borrow monies in such amounts as are in the opinion of the
Council desirable.
6. Management
and investment of the Central Fund
Monies
in the Central Fund for the time being may be invested by the Society in such
manner as the Council may from time to time determine. [6A. Where
any member fails to pay any contribution, or part thereof, levied pursuant to
this byelaw by the date specified by the Council for payment he shall be liable
to pay interest on the balance remaining unpaid after the date so specified until
the date on which payment is made at such rates as the Council may from time to
time prescribe.]
NOTE
7.
Application of the Central Fund
Monies
out of the Central Fund may be applied and the Central Fund may be charged for
any of the following purposes:
(a) making
good any default by any member of the Society under any contract of insurance
underwritten at LloydÕs;
(b) preventing
the occurrence or reducing the extent of such default by any member of the
Society;
(c) compensating
in whole or in part any person (including the Society) for making for or on
behalf of any member of the Society any payment which has the effect of
preventing or reducing such default by any such member;
(d) extinguishing
or reducing the liability of any member of the Society to any person whatsoever
whether or not arising under a contract of insurance;
(e) repaying
monies previously borrowed for the purposes of this byelaw and paying interest,
premium or other charges on such monies;
(f) any
other purpose;
where in
the opinion of the Council it is expedient for the advancement and protection
of the interests of the members of the Society in connection with the business
carried on by them as such members.
8. Application
of other funds or property of the Society
Monies
out of the funds or property of the Society other than the Central Fund may be
applied and such funds or property may be charged for any of the following
purposes:
(a) making
good any default by any member of the Society under any contract of insurance
underwritten at LloydÕs;
(b) preventing
the occurrences or reducing the extent of such default by any member of the
Society;
(c) compensating
in whole or in part any person for making for or on behalf of any member of the
Society any payment which has had the effect of preventing or reducing such
defaults by any such member;
(d) extinguishing
or reducing the liability of any member of the Society to any person
whatsoever, whether or not arising under a contract of insurance where in the
opinion of the Council it is expedient for the advancement and protection of
the interests of the members of the Society in connection with the business
carried on by them as such members.
[8A.
Interim application of Central Fund or of other funds or property of the
Society
(1)
Monies or other assets forming part of the Central Fund, or forming part of
other funds or property of the Society, may be put in trust, charged,
appropriated or set apart, conditionally or otherwise, with a view to their
application under paragraph 7 or 8.
(2)
Without prejudice to the generality of sub-paragraph (1), where at any time the
general insurance business assets of a member of the Society are less than the
required amount calculated under LLD 11.2.6R or the long term insurance business
assets of a member of the Society are less than the required amount calculated
under LLD 11.2.7R the Council may direct that monies or other assets in the
Central Fund or any other monies or assets of the Society be put in trust,
charged, appropriated or set apart, conditionally or otherwise (whether
separately or part of monies or assets so dealt with in respect of more than
one member), with a view to their application out of the Central Fund or, as
the case may be, out of the other fund or property of the Society in question,
for any of the purposes mentioned in paragraph 7(a) to (d) or paragraph 8(a) to
(d) respectively.
(3)
In this paragraph references to a Òmember of the SocietyÓ shall be taken to
refer also to former members and the estates of deceased members.
(4)
In this paragraph Ògeneral insurance business assetsÓ, Òlong term insurance
business assetsÓ and Òrequired amountÓ have the same meanings as in LLD
11.2.1R.]
NOTE
9. Council
discretion in administration of Central Fund
(1)
No policyholder or any other person shall have any right to payment from the
Central Fund or to any account of the management, investment or application of
the assets comprised in the Central Fund.
(2)
The decision of the Council on all matters as respects the Central Fund shall
be final.
10.
Liability of members of the Society in respect of payments made under this
Byelaw
(1)
Where
(a) monies
out of the Central Fund (or any part thereof put in trust, charged,
appropriated or set apart, conditionally or otherwise, with a view to such
application) have been applied in any of the circumstances mentioned in
paragraph 7(a) to (d); or
(b) monies
out of the funds or property of the Society other than the Central Fund have
been applied in any of the circumstances mentioned in para- graph 8
any member
of the Society in respect of, on account of or for the benefit of whom such
monies have been so applied shall on demand pay forthwith to the Society any
amounts not exceeding any sums so applied in respect of, on account of or for
the benefit of that particular member of the Society, together with (if so
demanded) interest thereon at the rate prescribed from time to time as
applicable to judgment debts from the date of such application to the date of
payment, and the Society may bring proceedings to recover the same as a civil
debt.
(2)
The rights and liabilities conferred or created by this byelaw shall subsist
notwithstanding that the member of the Society in respect of, or on account of
or for the benefit of whom monies have been applied as aforesaid has ceased to
be a member of the Society by reason of resignation, death or otherwise.
[10A.
Liability of members in respect of appropriation of assets for solvency test
(1)
WhereÑ
(a) the
Council has made a direction under paragraph 8A(2) in relation to a member of
the Society; and
(b) it
appears likely that but for the exercise of powers under this paragraph monies
or assets put in trust, charged, appropriated or set aside pursuant to that
direction would be likely to be applied under paragraph 7 or 8 for any one or
more of the purposes mentioned in paragraph 7(a) to (d) or paragraph 8(a) to
(d) respectively in relation to that member,
the Council
may by written notice served on him or his underwriting agent require that
member to pay to the Society within 28 days after the date of service of the
notice a sum specified in the notice not exceeding the value of monies or
assets which it appears would otherwise be likely to be applied in relation to
that member.
(2)
Any monies paid to the Society by a member under sub-paragraph (1) (together
with any interest thereon but excluding any legal costs recovered by the
Society) shall be held by the Society in a separate interest-bearing account of
the Society pending application under sub-paragraph (3), transfer under
sub-paragraph (4) or return to that member under sub-paragraph (5) or (6).
(3)
Any monies held by the Society in an interest-bearing account pursuant to
sub-paragraph (2) may, together with any interest earned thereon, be applied by
the Society in relation to that member for any purpose specified in paragraph
7(a) to (d) in the case of a direction in relation to the Central Fund, or
specified in paragraph 8(a) to (d) in the case of a direction in relation to
other assets of the Society.
(4)
Where monies or other assets forming part of the Central Fund, or of any other
funds or property of the Society (including any part thereof put in trust,
charged, appropriated or set apart, conditionally or otherwise with a view to
such application), have been applied for any of the purposes mentioned in
paragraph 7(a) to (d) or 8(a) to (d) in relation to a member of the Society,
any amount subsequently received by the Society from that member under
sub-paragraph (1) of this paragraph, together with any interest (if any)
thereon, shall be treated as having been paid in diminution or extinction, as
the case may be, of the liability of that member under paragraph 10 and shall
be transferred to the Central Fund (in a case where monies or assets have been
applied out of the Central Fund) or to such other fund or account of the
Society as the Council thinks fit (in a case where monies or assets have been
applied out of other funds or property of the Society) save to the extent that
the amount received exceeds the liability of the member under paragraph 10, in
which case any such surplus shall be held in a separate interest-bearing
account of the Society in accordance with sub-paragraph (2).
(5)
Subject to sub-paragraph (6), where it appears that for any reason the amount
received by the Society from a member under sub-paragraph (1) of this
paragraph, together with any interest earned thereon, exceeds the sum that is
likely to be required by the Society be applied pursuant to sub-paragraph (3)
for any purpose specified in paragraph 7(a) to (d) or 8(a) to (d) or to be
transferred pursuant to sub-paragraph (4) of this paragraph, the Council may
direct that there shall be repaid forthwith to the member such surplus together
with any interest earned thereon from the date of receipt to the date of
repayment.
(6)
WhereÑ
(a) the
Council has made a direction under paragraph 8A(2) in relation to a member;
(b) the
Society has received an amount from that member under sub-paragraph (1); and
(c) it
appears from accounts prepared by or on behalf of the Society for the
preparation of the LloydÕs Return in a subsequent year that the amount for the
time being held in respect of that member in an interest bearing account under
sub-paragraph (2) exceeds the amount for the time being likely to be required
by the Society to be applied pursuant to sub-paragraph (3) or transferred to
the Central Fund or other fund or account of the Society under sub-paragraph
(4),
such
surplus, together with interest (if any) earned thereon from the date of
receipt to the date of repayment, shall be repaid to that member forthwith
after the LloydÕs Return is provided to the Financial Services Authority
pursuant to LLD 15.2.R.
(7)
The Council may at any time agree to reduce or waive any amount required by the
Society or owed by a member to the Society under this paragraph.
(8)
In this paragraph references to a ÒmemberÓ shall be taken to refer also to any
person, or to the estate of any person, who has been a member at any time on or
after 8 December 1988 (the date when this paragraph, as originally made, came
into force), notwithstanding that that person is no longer a member at the time
when any provision of this paragraph falls to be applied.]
NOTE
NOTE TO
PARAGRAPH 10A(1A)
In
updating this byelaw (on 7 December 1998), byelaw No. 9 of 1988 stated that the
provisions of this byelaw shall not apply in relation to any direction of the
nature referred to in paragraph 10A(1a) made before 1 January 1989.
11.
Revocation of Byelaw
Byelaw No.
2 of 1985 (Recovery of Monies paid out of LloydÕs Central Fund or the Funds and
Property of the Society) is revoked.
12.
Commencement
This byelaw
shall come into force on 15th July 1986.
[SCHEDULE.
INTERPRETATION
In this
byelaw, unless the context otherwise requires:Ñ
[[É]]
ÒCentral
FundÓ means the fund held, managed and applied by the Society pursuant to
paragraph 2;
[[É]]
[[É]]
ÒmembersÕ
agentÓ means an underwriting agent which is listed as a membersÕ agent on the
register of underwriting agents maintained under the Underwriting Agents Byelaw
(No. 4 of 1984, 101);
[[É]]
[[É]]]
NOTE
507. The
Pcw Syndicates (Exemptions
and
Miscellaneous Provisions)
Byelaw No.
6 of 1987, 3 June 1987
COMMENCEMENT
The
byelaw commenced in two stages. Paragraph 4 came into force on 3 June 1987; see
paragraph 6 as to commencement of other provisions.
EXPLANATORY
NOTE
(This
note is not part of the byelaw.)
(1)
Paragraph 2 of this byelaw empowers the Council of LloydÕs to modify the
provisions of LloydÕs byelaws and regulations (and conditions or requirements
prescribed or imposed thereunder) as they apply in connection with the
underwriting business of members of certain LloydÕs syndicates (referred to in
Schedule 2) or of LloydÕs syndicate 9001.
(2)
Paragraph 4 of the byelaw also empowers the Council to authorise the guarantee
by the Society of LloydÕs, pursuant to section 9 of LloydÕs Act 1911, of the
payment of claims or demands on contracts of insurance underwritten by the
relevant syndicates or syndicate 9001, including such guarantees of contracts
of reinsurance to close as may be given in any agreement executed in accordance
with the terms of Offer 1 or Offer 2 made by the Society on 9th April 1987 to
certain members of the relevant syndicates.
(3)
Paragraph 5 permits the members of relevant syndicates and syndicate 9001 in
accepting or placing insurance business as such members to do so otherwise than
through a LloydÕs Broker.
(4)
Paragraph 4 (Power to guarantee payment of claims on demand on contracts of insurance
at LloydÕs) came into force on 19 June 1987. Paragraph 2 and 3 (power to modify
byelaws and regulations) and 5 (acceptance and placing of insurance business)
come into force on the day on which the Society, by notice posted in the room,
declares Offer 2 to have become unconditional.
The Council
of LloydÕs in exercise of its powers under section 6(2) and section 8(3) of
LloydÕs Act 1982 and section 9 of LloydÕs Act 1911 by special resolution hereby
makes the following byelaw.
1.
Interpretation
The
provisions of Schedule 1 to this byelaw (Interpretation) shall have effect.
2. Power to
modify byelaws and regulations
The
council may from time to time where it appears expedient direct that, in
connection with the underwriting business of any member of the relevant
syndicates or of syndicate 9001 carried on by him as such member (including all
matters relating to running off such business or reinsuring or retroceding any
risk written in the course of such business), all or any of the provisions of
any of the byelaws and regulations (or any condition or requirement prescribed
or imposed thereunder) made under LloydÕs Acts 1871 to 1982 shall not apply as
respects any specified person or shall apply with such modifications as the
Council may specify.
3. Terms of
directions
Any
direction made pursuant to paragraph 2
(i) may
be made individually or in respect of any class or classes or persons;
(ii) may
be made for a limited or indefinite period and subject to conditions or
requirements;
(iii) may
be varied or revoked from time to time in whole or in part or as to any period,
condition or requirement; and
(iv) may
be made so as to have effect as respects any matters arising before this byelaw
came into force.
4. Power to
guarantee payment of claims and demands on contracts of insurance at LloydÕs
The
Society shall as the Council may from time to time direct
(a) by
itself or jointly with any other guarantor guarantee the payment of claims and
demands on any contract of insurance underwritten at LloydÕs by any member of
the relevant syndicates or of syndicate 9001 as a member of such syndicates,
and
(b) enter
into contracts for such purposes and apply the funds and property of the
Society and the income therefrom or any part thereof for discharging any liabilities
of the Society under such guarantees or contracts.
5.
Acceptance and placing of insurance business
For
the purpose of section 8(3) of LloydÕs Act 1982 a member of any of the relevant
syndicates or syndicate 9001 may as a member of such syndicate accept or place
insurance business from or through a LloydÕs broker or any person for the time
being appointed to carry out the functions, powers and duties of a managing
agent as respects such syndicate.
6.
Commencement
Except
for paragraph 4, which shall come into force immediately, this byelaw shall
come into force on the date on which the Society, by notice posted in the Room,
declares Offer 2 to have become unconditional.
Schedule 1.
Interpetation
1.
In this byelaw the following expressions have the following meanings:
Òmanaging
agentÓ means a person who is permitted by the Council to perform for an
underwriting member one or more of the following functions:Ñ
(i) underwriting
contracts of insurance at LloydÕs;
(ii) reinsuring
such contracts in whole or in part;
(iii) paying
claims on such contracts.
Òmember of
a syndicateÓ means an underwriting member carrying on insurance business as a
member of a syndicate at LloydÕs
ÒOffer 2Ó
means the Offer therein described as ÒOffer 2Ó made by the Society on 9th April
1987 to certain members of syndicates 246, 540, 542, 829, 830, 859 and 900 for
the years of account therein specified
Òthe
relevant syndicatesÓ means the syndicates specified in schedule 2 to this
byelaw
ÒsyndicateÓ
means a group of underwriting members carrying on insurance business at LloydÕs
through the agency of managing agent.
2.
Construction of references to syndicate 9001
(1)
Òsyndicate 9001Ó means any syndicate to which the syndicate number 9001 (or any
other particular syndicate number specified for the purposes of the byelaw) is
assigned by or under the authority of the Council or Committee.
(2)
For the purpose of construing the provisions of this byelaw so far as they
apply to syndicate 9001 the several groups of underwriting members to which at
different times a particular syndicate number is assigned by or under the
authority of the Council or Committee shall be treated as the same syndicate,
notwithstanding that they may not comprise the same underwriting members with
the same individual participations.
Schedule 2.
The Relevant Syndicates
The
relevant syndicates defined in paragraph 1 of schedule 1 of this byelaw are as
follows:
Syndicate Year
of Account
59 1967
to 1985 inclusive
71 1967
to 1985 inclusive
73 1967
to 1985 inclusive
98 1967
to 1985 inclusive
99 1967
to 1985 inclusive
138 1967 to 1984
inclusive
157 1967 to 1985
inclusive
174 1967 to 1985
inclusive
175 1967 to 1985
inclusive
198 1967 to 1985
inclusive
246 1967 to 1985
inclusive
273 1967 to 1985
inclusive
277 1967 to 1985
inclusive
278 1967 to 1985
inclusive
346 1967 to 1985
inclusive
407 1967 to 1985
inclusive
408 1967 to 1985
inclusive
481 1967 to 1985
inclusive
482 1967 to 1985
inclusive
493 1967 to 1985
inclusive
494 1967 to 1985
inclusive
495 1983
515 1967 to 1985
inclusive
516 1967 to 1985
inclusive
540 1967 to 1983
inclusive
542 1967 to 1983
inclusive
574 1967 to 1985
inclusive
617 1967 to 1985
inclusive
618 1967 to 1985
inclusive
810 1967 to 1985
inclusive
811 1967 to 1985
inclusive
812 1967 to 1985
inclusive
813 1967 to 1985
inclusive
829 1967 to 1985
inclusive
830 1967 to 1985
inclusive
840 1967 to 1985
inclusive
841 1967 to 1985
inclusive
842 1967 to 1985
inclusive
844 1967 to 1985
inclusive
859 1967 to 1985
inclusive
869 1967 to 1985
inclusive
893 1967 to 1985
inclusive
894 1967 to 1985
inclusive
900 1967 to 1985
inclusive
914 1967 to 1985
inclusive
918 1967 to 1985
inclusive
930 1967 to 1985
inclusive
940 1967 to 1985
inclusive
948 1967 to 1985
inclusive
954 1967 to 1985
inclusive
970 1967 to 1985
inclusive
971 1967 to 1985
inclusive
972 1967 to 1985
inclusive
983 1967 to 1985
inclusive
986 1967 to 1985
inclusive
988 1967 to 1985
inclusive
508.
LloydÕs Brokers Byelaw No. 5 of 1988, 6 July 1988
COMMENCEMENT
This
byelaw commences in stages. Paragraph 19 commences on 1 November 1988;
paragraph 20 commenced on 6 July 1988; paragraphs 57(6) and (7) commence on 1
August 1989. The remaining provisions commence on 1 August 1989.
AMENDMENTS
The
byelaw was amended by
LloydÕs
Brokers (Amendment) Byelaw (No. 8 of 1989)
LloydÕs
Brokers (Amendment No. 2) Byelaw (No. 13 of 1989)
LloydÕs
Brokers (Amendment No. 3) Byelaw (No. 6 of 1990)
LloydÕs
Brokers (Amendment No. 4) Byelaw (No. 9 of 1991)
LloydÕs
Brokers (Amendment No. 5) Byelaw (No. 14 of 1991)
LloydÕs
Brokers (Amendment No. 6) Byelaw (No. 16 of 1992)
Information
and Confidentiality Byelaw (No. 21 of 1993)
CompaniesÕ
Accounts (Miscellaneous Amendments) Byelaw (No. 15 of 1994)
Run-off
Companies Byelaw (No. 2 of 1995)
LloydÕs
Brokers (Amendment No. 7) Byelaw (No. 16 of 1995)
Appeal
Tribunal Byelaw (No. 18 of 1995)
LloydÕs
Brokers (Amendment No. 8) Byelaw (No. 4 of 1996)
Intermediary
Amendment Byelaw (No. 10 of 2000)
LloydÕs
Policy Signing Office Byelaw (No. 11 of 2000).
REVOCATION
This
byelaw was revoked with effect from 1 January 2001 by byelaw No. 17 of 2000
dated 6 December 2000.
509.
Umbrella Arrangements Byelaw No. 6 of 1988, 6 July 1988
COMMENCEMENT
This
byelaw commenced on 1 August 1988.
AMENDMENTS
This
byelaw was amended by
Umbrella
Arrangements (Amendment) Byelaw (No. 7 of 1990)
Information
and Confidentiality Byelaw (No. 21 of 1993)
Appeal
Tribunal Byelaw (No. 18 of 1995)
Intermediary
Amendment Byelaw (No. 10 of 2000)
LloydÕs
Policy Signing Office Byelaw (No. 11 of 2000).
REVOCATION
This
byelaw was revoked with effect from 1 January 2001 by byelaw No. 17 of 2000
dated 6 December 2000.
510. Powers
of Charging Byelaw No. 12 of 1990, 5 December 1990
COMMENCEMENT
This
byelaw commenced on 6 December 1990.
AMENDMENTS
This
byelaw was amended by
Powers of
Charging (Amendment) Byelaw (No. 21 of 1998).
EXPLANATORY
NOTE
(This
note does not form part of the byelaw.)
This
byelaw allows the Council to charge from time to time in respect of the
provision of services, the carrying out of functions under LloydÕs Acts,
byelaws and regulations and the furthering of the objects of the Society.
The
byelaw also provides for annual subscriptions to be paid by underwriting
agents.
The Council
of LloydÕs in exercise of its powers under section 6(2) of, and paragraph (4)
of Schedule 2 to, LloydÕs Act 1982 by special resolution hereby makes the
following byelaw.
1. General
interpretation
[In
this byelaw:
(a) Òapproved
run-off companyÓ has the meaning given in paragraph 1 of Schedule 1 to the
Run-Off Companies Byelaw (No. 2 of 1995, 114);
(b) ÒauctionÓ
has the meaning given in paragraph 2(1) of the Auction Byelaw (No. 14 of 1997,
331);
(c) ÒLloydÕs
depositÓ means all or any LloydÕs deposit, LloydÕs life deposit or additional
LloydÕs deposit, each as defined in paragraph 5 of the Membership Byelaw (No.
17 of 1993, 111);
(d) Òmember
of the LloydÕs communityÓ has the meaning given in section 14(2) of LloydÕs Act
1982 but shall be deemed also to include each LloydÕs adviser and each approved
run-off company;
(e) Òpremiums
trust fundÓ has the meaning given in paragraph 1 of the Schedule to the
Membership Byelaw (No. 17 of 1993, 111);
(f) Òrequirements
of the CouncilÓ means any requirement imposed by any byelaw or regulation made
under LloydÕs Acts 1871 to 1982, any condition or requirement imposed or
direction given under any such byelaw or regulation, any direction given under
section 6 of LloydÕs Act 1982, any requirement imposed by or under any
undertaking given by a member of the Society to the Society or to the Council
and any other requirement imposed or direction given by the Council under
LloydÕs Acts 1871 to 1982;
(g) Òspecial
reserve fundÓ means any fund so designated and set up in relation to an
individual member in accordance with arrangements referred to in section 175
of, and Schedule 20 to, the Finance Act 1993;
(h) ÒsyndicateÓ
has the meaning given in paragraph 1 of Schedule 1 to the Syndicate Accounting
Byelaw (No. 18 of 1994, 326).]
NOTE
2. Requirement
to pay charges, etc.
(1) The
Council may require the payment by a member of the LloydÕs community of such
charges [,levies or fees] as the Council may prescribe in respect of:
(a) the
supply, provision, rental or installation of any goods, services, facilities or
amenities of any kind whatsoever; or
[(aa) the administration of
the affairs at LloydÕs of any member of the LloydÕs community or the provision
of services or information in connection therewith, including (without
prejudice to the generality of the foregoing):
(i) in
relation to any member of the Society or any underwriting agent acting as such
in relation to that member, for acting as trustee or holder of, or providing or
reconciling information or performing any other function in relation to, all or
any part of that memberÕs premiums trust funds, LloydÕs deposits, special
reserve funds or other trust funds at LloydÕs or any cash or assets (including
income) which are or were comprised in, or are or were connected with, any such
fund or part; or
(ii) the
maintenance of membership, registration or other records in respect of any
member of the LloydÕs community or for the purposes of or in connection with
his affairs at LloydÕs, or in respect of any syndicate or its business, and the
provision or reconciliation of any such information; or
(iii) the
maintenance of records to enable or assist any member of the LloydÕs community
to carry on any business or activity or perform any function at LloydÕs or in
connection with the carrying on of any such business or activity or the
performance of any such function (whether the information relates to the
relevant member of the LloydÕs community or its affairs or to other persons or
their affairs) and the provision or reconciliation of any such information; or
(iv) the
provision of services or information to underwriting agents in connection with
any auction;
(ab) the consideration
by the Society or the Council of any application by any member of the LloydÕs
community for any approval, consent, permission or exemption under or in
connection with any requirements of the Council; or
(ac) the response by
the Society to any enquiry or request for information; or]
(b) the
exercise by the Society of any function or power pursuant to LloydÕs Acts 1871
to 1982 and any byelaw or regulation made thereunder; or
(c) the
furtherance of the objects of the Society.
(2) In
subÐparagraph (1) [(except in subparagraph (c))], Òthe SocietyÓ means the
Society itself and also any of its officers and employees and any person or persons
in or to whom (whether individually or collectively) any functions or powers
are vested or delegated by or pursuant to LloydÕs Acts 1871 to 1982 and any
byelaw or regulation made thereunder.
[(3) Where
any charge, levy or fee falling within sub-paragraph (1)(aa)(i) is also
recoverable by the Society, in its capacity as trustee, from any trust fund to
which (or to any part of which) it relates, the Society may (at its sole
discretion) instead of recovering that charge from the member recover it from
the trust fund in question.
(4) Where
any charge, levy or fee falling within sub-paragraph (1)(aa)(i) or (ac) relates
to any cash or assets (including income) which are or were comprised in, or are
or were connected with, any trust fund or part thereof, those amounts shall,
for the purpose of sub-paragraph (3), be regarded as relating to the trust fund
in question.];
NOTE
3. Subscriptions
of underwriting agents
Every
underwriting agent shall pay such annual subscription as the Council may
require.
4. Miscellaneous
powers of the Council
In
relation to charges, levies [,fees] or subscriptions required under paragraphs
2 and 3 of this byelaw, the Council may:
(a) determine
the amount of any charge, levy [,fee] or subscription in accordance with a
specified scale or other specified factors;
(b) provide
for the return or abatement of any charge, levy [,fee] or subscription in
specified circumstances;
(c) make
different provision for different cases and different circumstances;
(d) exempt
wholly or in part any person or category of person from liability to pay any
charge, levy [,fee] or subscription;
(e) prescribe
the manner and time of payment; or
(f) charge
interest on such amounts of any payment as are unpaid on the due date until the
date of payment at a rate determined by the Council.
NOTE
5. Powers
of the Council cumulative
Except
in so far as it is expressly otherwise provided, any power conferred on the
Council by any provision of this byelaw is in addition to, and shall not be
construed as limiting or being limited by, any other power of the Council,
whether conferred by any other provision of this byelaw or otherwise.
6. Revocation
and amendment of byelaws
(1) Byelaw
26 made under LloydÕs Acts 1871 to 1951 is revoked.
(2) The
Miscellaneous Matters Byelaw (No. 15 of 1983, 317) is amended by deleting
paragraph 8 (Powers of Charging).
7. Commencement
This
byelaw shall come into force on 6 December 1990.
511.
Quorums and Appointments of Committees and SubÐCommittees Byelaw No. 8 of 1992,
5 August 1992
COMMENCEMENT
This
byelaw commenced on 1 January 1993.
AMENDMENTS
This
byelaw was amended by
Miscellaneous
Administrative Provisions (No. 2) Byelaw (No. 1 of 1993).
EXPLANATORY
NOTE
(This
note does not form part of the byelaw.)
This
byelaw consolidates and re-enacts the Quorums and Appointments of Committees
and Sub- Committees Byelaw (No. 11 of 1983) as amended. It changes the quorums
of the Council and the Committee to take account of the recommendations,
accepted by the Council, of the Report of the Working Party chaired by Sir
Jeremy Morse, entitled Òa new structure of governance for LloydÕsÓ (paragraphs
1 and 2).
The Council
of LloydÕs in exercise of its powers under section 3 of and Schedule 2 to the
LloydÕs Act 1982 by special resolution hereby makes the following byelaw.
1. Quorum
of the Council
(a) The
quorum of the Council for the purpose of passing a special resolution shall be
more than half the working members of the Council and more than half the
members of the Council who are not working members of the Council.
(b) [Subject
to sub-paragraph (c),] for all other purposes the quorum of the Council shall
be three working members of the Council and four members of the Council who are
not working members of the Council save that where the Council appoints a
committee, sub-committee or other body of persons pursuant to paragraph 3 of
this byelaw the relevant quorum shall be the quorum specified in such
appointment.
[(c) Where
the Council exercises any power or discretion given to it by any LloydÕs Trust
Deed or LloydÕs Security and Trust Deed or any other trust instrument (however
entitled) effected for the same or similar purposes, the quorum shall be five
members of the Council.]
NOTE
2. Quorum
of Committee
The
quorum of the Committee necessary for the transaction of the business of the
Committee shall be three members save that where the Committee appoints a
committee, a sub-committee or other body of persons pursuant to paragraph 3 of
this byelaw the relevant quorum shall be the quorum specified in such
appointment.
3. Committees
and Sub-Committees
(a) The
Council and Committee may each appoint committees and sub-committees or other
bodies of persons for any purpose whose members may include persons who are
employees of the Society and persons who are not members of the Society and may
determine the powers and regulate the proceedings of any such committee, sub-
committee or other body of persons and terminate the appointment of any member
of such committee, sub-committee or other body of persons.
(b) On
making any appointment pursuant to sub-paragraph (a), the Council or the
Committee (as the case may be) shall specify the quorum of such committee,
sub-committee or other body or persons.
[3A. Individual
persons and employees of the Society
The
Council and the Committee may each appoint for any purpose individual persons,
whether or not employees of the Society, and terminate the appointment of, such
persons.]
NOTE
4. Revocation
of Byelaw
The
Quorums and Appointment of Committees and Sub-Committees Byelaw (No. 11 of
1983) is hereby revoked.
5. Commencement
This
byelaw shall come into force on 1 January 1993.
512. High
Level Stop Loss Fund Byelaw
No. 12 of
1992, 7 October 1992
COMMENCEMENT
This
byelaw came into force on 1 January 1993.
AMENDMENTS
This
byelaw was amended by
Corporate
Members (Consequential Amendments) Byelaw (No. 20 of 1993)
Corporate
Members (Miscellaneous Amendments) Byelaw (No. 29 of 1993)
Syndicate
Accounting Byelaw (No. 18 of 1994)
New Central
Fund Byelaw (No. 23 of 1996).
Revocation
Byelaw (No. 16 of 1999).
REVOCATION
This
byelaw was revoked on 5 December 2001 by byelaw No. 9 of 2001.
EXPLANATORY
NOTE
(This note
is not part of the byelaw.)
This
byelaw
(a) requires
underwriting members of the Society to contribute to a new High Level Stop Loss
Fund;
(b) provides
for the management and administration of that Fund;
(c) establishes
a High Level Stop Loss Fund Committee;
(d) empowers
that Committee (subject to certain restrictions) to grant indemnity out of the
Fund to a member of the Society where his Òoverall resultsÓ (defined by
reference to the aggregate of the results shown in his syndicate personal
accounts, subject to certain adjustments) over a period of four consecutive
calendar years exceed 80% of his Òadjusted overall premium limitÓ for that
period (defined by reference to his overall premium limits for the years of
account which would normally be closed as at dates during that four-year
period);
(e) makes
provision for the grant of interim indemnity in respect of year end results
during the four-year period and provisional indemnity in respect of cash calls;
(f) contains
ancillary provisions.
513.
Council Members and Others (Indemnification) Byelaw No. 3 of 1993, 3 February
1993
COMMENCEMENT
This
byelaw commenced on 3 February 1993.
REVOCATION
This
byelaw was revoked on 3 October 2001 by byelaw No. 5 of 2001.
EXPLANATORY
NOTE
(This
note is not part of the byelaw)
This
byelaw revokes, and reenacts with amendments, the Council Members
(Indemnification) Byelaw (No. 2 of 1988 as amended by No. 5 of 1992 and No. 1
of 1993). It prescribes a form of indemnity which may be granted to Council
members. It makes three main changes to the earlier byelaw.
(1) The
form may be modified in the individual circumstances of Council members, and
may (but does not have to be) used (with or without modifications) for other
purposes (paragraph 1 of the byelaw).
(2) Paragraph
2(1) of the deed in the Schedule requires the member to inform the Society as
soon as reasonably practicable (rather than without delay) of any relevant
legal proceedings or the formal threat of them.
(3) In
paragraph 2(3) of the deed, the Society is now required (as distinct from
entitled) to take over and defend proceedings etc if the member so requests.
There is a
saving provision (paragraph 2 of the byelaw) for existing indemnities.
514.
Membership, Central Fund and Subscriptions (Miscellaneous Provisions) Byelaw
No. 16 of 1993, 8 September 1993
COMMENCEMENT
This
byelaw came into force on 8 September 1993.
AMENDMENTS
This
byelaw was amended by
Membership,
Central Fund and Subscriptions (Miscellaneous Provisions (Amendment) Byelaw
(No. 2 of 1996)
Annual and
Extraordinary General Meetings Byelaw (No. 17 of 1996)
New Central
Fund Byelaw (No. 23 of 1996)
Agency
Agreements (Amendment No. 15) Byelaw (No. 10 of 1997)
Agency
Agreements (Amendment No. 20) Byelaw (No. 6 of 1999).
EXPLANATORY
NOTE
(This note
is not part of the byelaw.)
This
byelaw authorises the Council to enter into agreements capping membersÕ
subscriptions and contributions to LloydÕs Central Fund. The byelaw provides
that, where subscriptions or contributions to the LloydÕs Central Fund have
been capped, any increase must be approved by a majority of the members liable
to pay the increased subscription or contribution at a general meeting held for
the purpose. The byelaw makes provision for the holding and conduct of such
meetings.
The Council
of LloydÕs in exercise of its powers under section 6(2) of, and paragraphs (1)
and (4) of Schedule 2 to, LloydÕs Act 1982 by special resolution hereby makes
the following byelaw.
1. Interpretation
[(1) In
this byelawÑ
(a) ÒCentral
FundÓ means the fund held, managed and applied by the Society pursuant to the
Central Fund Byelaw (No. 4 of 1996);
(b) ÒNew
Central FundÓ means the fund held, managed and applied by the Society pursuant
to the New Central Fund Byelaw (No. 23 of 1996, 522).]
(2) References
in this byelaw to contributions to the Central Fund [or the New Central Fund]
do not include any contribution payable under the Syndicate Premium Income
Byelaw (No. 6 of 1984, 201).
NOTE
2. Agreements
to limit contributions
(1) Subject
to sub-paragraphs (3) and (4), the Council may upon admitting a person to
membership of the Society, or at any time while a person remains a member of
the Society, enter into an agreement with, or give an undertaking in favour of,
that person (in this paragraph called Òthe memberÓ) containing all or any of
such provisions as are described in sub-paragraph (2) together with any such
other provisions as the Council and the member may agree.
(2) The
provisions referred to in sub-paragraph (1) areÑ
(a) the
grant by the Council to the member, in such terms and to such an extent as may
be specified in the agreement or undertaking, of any such exemption or
exemptions as are referred to in paragraph 4 of the Central Fund Byelaw (No. 4
of 1986, 506) [, paragraph 4 of the New Central Fund Byelaw (No. 23 of 1996,
522)] and paragraph 2 of the Membership (Entrance Fees and Annual
Subscriptions) Byelaw (No. 9 of 1987, 105);
(b) an
undertaking by the Council that it will not exercise the powers conferred by
the Central Fund Byelaw (No. 4 of 1986, 506) [, the New Central Fund Byelaw
(No. 23 of 1996, 522)] and the Membership (Entrance Fees and Annual
Subscriptions) Byelaw (No. 9 of 1987, 105), or such of those powers as may be
specified in the agreement or undertaking, unless some specified event has
first happened or some specified condition has first been satisfied (and such
specified event or condition may include the prior approval of the proposed
exercise of the power by members of the Society, or any class, category or
description of members of the Society, by such majority and in such manner
(whether at a meeting (including a meeting held under paragraph 3 of this
byelaw) or otherwise) as may be so specified);
(c) an
undertaking by the Council that it will give to the member prior notice, of
such a period as may be specified in the agreement or undertaking, of the
proposed level of any contribution to the Central Fund [or the New Central
Fund] or of the annual subscription for any year and that, save in such
circumstances and to such an extent (if any) as may be so specified, such
contribution or annual subscription will not exceed the level referred to in
the notice;
(d) an
undertaking by the Council that for such period as may be specified any Central
Fund contributions [, New Central Fund contributions] or annual subscriptions
will be determined or calculated on such basis as may be specified;
(e) an
undertaking by the Council that it will, in such circumstances as may be
specified in the agreement or undertaking, exercise its powers under the
Membership Byelaw (No. 17 of 1993, 111) and its powers under the Agency
Agreements Byelaw (No. 8 of 1988, 310), or under any agreement in a form
prescribed under those byelaws, so as to enable the member toÑ
(i) give
a notice of resignation under paragraph 40 of the Membership Byelaw (No. 17 of
1993, 111) which will cause the member to become a non-underwriting member at
the end of the year in which the notice is given notwithstanding that it is
given after [20th October] of that year;
(ii) terminate
his participation in any syndicate by shorter notice than that which would
otherwise be required;
(f) an
undertaking by the member that he will make, or will if so required by the
Council make, contributions to the Central Fund [or the New Central Fund] in
such circumstances and in such amounts as may be specified in the agreement.
NOTE
(3) An
agreement which includes a provision such as is described in sub-paragraph
(2)(a) or (b) shall not be entered into except with the prior sanction of a
special resolution of the Council.
(4) A
special resolution passed for the purposes of sub-paragraph (3) may relate to a
proposed agreement with or undertaking in favour of a particular member or may
relate generally to such proposed agreements with or undertakings in favour of
members, or members of such classes or description, as may be specified; and
any exemption granted under this paragraph with the sanction of such a special
resolution shall for the purposes of paragraph 4 of the Central Fund Byelaw
(No. 4 of 1986, 506) [, paragraph 4 of the New Central Fund Byelaw (No. 23 of
1996, 522)] or, as the case may be, paragraph 2 of the Membership (Entrance
Fees and Annual Subscriptions) Byelaw (No. 9 of 1987, 105) be treated as
granted by special resolution.
NOTE
3. Meetings
of members
(1) Without
limiting the generality of paragraph 2(2)(b), approval of a proposed exercise
by the Council of its powers to levy contributions to the Central Fund [or the
New Central Fund] or to prescribe the level of annual subscriptions (each a
Òrelevant powerÓ) may, if an undertaking given by the Council under that
paragraph so provides, be given at a meeting of members held in accordance with
the following provisions of this paragraph.
(2) A
member of the Society shall be entitled to attend and vote at the meeting if,
but only if, he satisfies the following conditionsÑ
(a) he
will, if the Council exercises the relevant power in the manner proposed, be
liable to pay the Central Fund contribution [, New Central Fund contribution]
or annual subscription to which the proposed exercise relates; and
(b) he is
a person to whom the Council has undertaken under paragraph 2(2)(b) that it
will not exercise the relevant power in the manner and in the circumstances
proposed without the prior approval of a resolution passed at a meeting held
under this paragraph.
NOTE
[(3) Paragraphs
3(3), 3(4), 4(2), 11, 15 and 16 of the Annual and Extraordinary General
Meetings Byelaw (No. 17 of 1996, 520) shall apply to a meeting held under this
paragraph as though it were a general meeting of the Society.]
[(3A) [[Paragraph
7 of the Annual and Extraordinary General Meetings Byelaw (No. 17 of 1996,
520)]] shall apply to a meeting held under this paragraph as though it were a
General Meeting of the Society provided that where two or more meetings under
that byelaw or this paragraph are to be held on the same day the Council may,
for the purposes of paragraph [[7(3)]] prescribe in respect of each such
meeting a period of 48 hours before the first of such meetings.
[É]
NOTE
[(4) (a)Each
member of the Society who is qualified to attend and vote at a meeting under
this paragraph may appoint any member of the Society, but no other person, as
his proxy to attend, speak and vote in his stead.
(b)An
instrument appointing a proxy for use at a meeting under this paragraph shall
be in such form and shall be signed or executed in such manner as the Council
or the Secretary to the Council or other person duly authorised by the Council
may from time to time prescribe or allow and each member of the Society who is
qualified to attend and vote at a meeting under this paragraph shall with the
notice convening the meeting be sent an instrument of proxy so prescribed.
(c)The
instrument appointing a proxy and any authority under which it is executed or a
copy of such authority duly certified in a manner approved by the Council shall
be lodged with the Secretary to the Council or other person duly authorised by
the Council at such address as the Council shall specify not less than 48
before the time for holding the meeting at which it is to be used and an
instrument of proxy which is not so lodged shall be invalid; provided that
where two or more meetings under the [[Annual and Extraordinary General
Meetings Byelaw (No. 17 of 1996, 520]] or this paragraph are to be held on the
same day the Council may in respect of each such meeting prescribe a period of
48 hours before the first of such meetings. The Council may, in such cases and
on such conditions as it may from time to time specify, allow the instrument
appointing a proxy and a duly certified copy of any authority under which it is
executed to be returned to the Secretary to the Council or other person duly
authorised by the Council by means of facsimile transmission and may also
confer on the Secretary to the Council or such other person authority to accept
such an instrument and duly certified copy returned by facsimile transmission
in any other case.
(d)The
appointment of a proxy shall not preclude a member who is qualified to attend
and vote at the meeting from attending and voting in person but if the member
votes in person the proxy shall not be entitled to vote on behalf of the
member.]
NOTE
(5) The
quorum of members necessary for the holding of a meeting under this paragraph
shall be a member or members [present in person or by proxy] who satisfy the
conditions specified in sub-paragraph (2) and who when taken together will be
liable to pay not less than one-tenth of the aggregate Central Fund
contribution [, New Central Fund contribution] or annual subscription to which
the proposed exercise of the powers of the Council relates.
NOTE
(6) [Subject
to sub-paragraph (6A), every] resolution proposed at a meeting held under this
paragraph shall be decided upon by a ballot of those members of the Society who
are qualified to attend and vote at the meeting and such members may cast their
votes in person or by proxy. The ballot shall be taken at the end of the
meeting or at such other time as the chairman of the meeting may direct and
shall be taken in such manner as the chairman of the meeting shall direct.
NOTE
[(6A) Every
resolution proposed at a meeting held under this paragraph other than a
resolution for the approval of the proposed exercise of a relevant power shall
be decided on a show of hands unless before, or at the declaration of the
result of, the show of hands a ballot of those members of the Society who are
entitled to attend and vote at the meeting is called for by the chairman of the
meeting. The ballot shall be taken at the end of the meeting or at such time as
the chairman of the meeting may direct and shall be taken in such manner as the
chairman shall direct. Each member of the Society who is entitled to attend and
vote at the meeting may cast his votes in person or by proxy.]
NOTE
(7) Each
member who is qualified to attend and vote at a meeting held under this
paragraph shall have one vote for each whole £100 of Central Fund contribution
[, New Central Fund contribution] or (as the case may be) annual subscription
which he will be liable to pay if the Council exercises its powers in the
manner proposed.
NOTE
(8) A
resolution proposed at a meeting held under this paragraph shall be passed if a
simple majority of the votes cast are cast in favour of it.
4. Agreements
to make Central Fund contributions
Where
a member has entered into such an undertaking as is referred to in paragraph
2(2)(f), that member shall make contributions to the Central Fund [or the New
Central Fund] in such amounts and in such circumstances as are specified in the
undertaking, irrespective of whether such contributions are or could otherwise
have been required under the Central Fund Byelaw (No. 4 of 1986, 506) [or, as
the case may be, the New Central Fund Byelaw (No. 23 of 1996, 522)].
NOTE
5. Other
powers of Council not limited
The
powers conferred by this byelaw are additional to those conferred by the
Central Fund Byelaw (No. 4 of 1986, 506) [, the New Central Fund Byelaw (No. 23
of 1996, 522)] and the Membership (Entrance Fees and Annual Subscriptions)
Byelaw (No. 9 of 1987, 105) and shall not be construed as restricting or
limiting the powers of the Council under those byelaws or any other powers of
the Council except to the extent expressly provided in this byelaw.
NOTE
6. Commencement
This
byelaw shall come into force on 8 September 1993.
515.
Membership Byelaw No. 17 of 1993, 8 September 1993
COMMENCEMENT
This
byelaw came into force on 8 September 1993.
AMENDMENTS
This
byelaw was amended by
Membership
(Amendment) Byelaw (No. 24 of 1993)
Corporate
Members (Miscellaneous Amendments) Byelaw (No. 29 of 1993)
CompaniesÕ
Accounts (Miscellaneous Amendments) Byelaw (No. 15 of 1994)
Syndicate
Accounting Byelaw (No. 18 of 1994)
Membership
(Amendment No. 2) Byelaw (No. 12 of 1995)
Membership
(Amendment No. 3) Byelaw (No. 17 of 1995)
Appeal Tribunal
Byelaw (No. 18 of 1995)
Membership
(Amendment No. 3) Byelaw (No. 23 of 1995)
Individual
Registration Byelaw (No. 13 of 1996)
New Central
Fund Byelaw (No. 23 of 1996)
Membership
(Amendment No. 5) Byelaw (No. 42 of 1996)
Agency
Agreements (Amendment No. 15) Byelaw (No. 10 of 1997)
Membership
(Amendment No. 6) Byelaw (No. 21 of 1997)
Membership
(Amendment No. 7) Byelaw (No. 11 of 1998)
Membership,
Council and Committee and Annual and Extraordinary General Meetings (Amendment)
Byelaw (No. 15 of 1998)
Captive
Corporate Members Byelaw (No. 19 of 1998)
Premiums
Trust Fund and Regulating Trustee Byelaw (No. 22 of 1998)
Agency
Agreements (Amendment No. 20) Byelaw (No. 6 of 1999)
Membership
(Amendment No. 8) Byelaw (No. 8 of 1999)
Underwriting
Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Membership
(Amendment No. 9) Byelaw (No. 18 of 1999)
Intermediary
Amendment Byelaw (No. 10 of 2000)
LloydÕs
Policy Signing Office Byelaw (No. 11 of 2000)
Annual
Subscribers Byelaw (No. 15 of 2000)
LloydÕs
Brokers Byelaw (No. 17 of 2000).
EXPLANATORY
NOTE
(This note
is not part of the byelaw.)
This
byelaw amends and consolidates the provisions of the Membership Byelaw (No. 9
of 1984) as amended.
It
also makes provision for the admission to membership of the Society of corporate
members and for such members to underwrite insurance business at LloydÕs.
For the
full text of this byelaw, see Part A, 111.
516.
LloydÕs Advisers Byelaw No. 19 of 1993, 8 September 1993
COMMENCEMENT
This
byelaw came into force on 8 September 1993.
AMENDMENTS
This
byelaw was amended by
CompaniesÕ
Accounts (Miscellaneous Amendments) Byelaw (No. 15 of 1994)
Appeal
Tribunal Byelaw (No. 18 of 1995)
REVOCATION
This
byelaw was revoked on 8 September 1999 by byelaw No. 15 of 1999.
EXPLANATORY
NOTE
(This note
is not part of the byelaw.)
This
byelaw provides for the registration of a body corporate or partnership as a
LloydÕs adviser and for the review, renewal and withdrawal of such
registration.
The
Council may not grant registration under the byelaw unless satisfied that the
applicant is fit and proper to be a LloydÕs adviser.
The
byelaw empowers the Council to impose conditions and make requirements
regarding LloydÕs advisersÕ financial resources, and makes provision regarding
accounting records, accounts and other reports.
For the
full text of this byelaw, see Part A, 112.
517.
Members of the Council (Remuneration) Byelaw No. 28 of 1993, 8 December 1993
REVOCATION
The
Nominated Members of the Council (Remuneration) Byelaw (No. 6 of 1986) is revoked.
This byelaw was revoked on 3 October 2001 by byelaw No. 5 of 2001.
COMMENCEMENT
This
byelaw shall come into force on 8 December 1993.
EXPLANATORY
NOTE
(This
note is not part of the byelaw)
This byelaw
provides for the remuneration of all members of the Council rather than just
the nominated members of the Council. The byelaw revokes the Nominated Members
of the Council (Remuneration) Byelaw (No. 6 of 1986).
518.
Run-Off Companies Byelaw No. 2 of 1995, 10 January 1995
COMMENCEMENT
Paragraphs
2, 3, 17 and 19 come into force on 1 October 1995. The rest came into force on
1 February 1995.
AMENDMENTS
This
byelaw was amended by
Appeal
Tribunal Byelaw (No. 18 of 1995)
Loss Review
(Revocation) Byelaw (No. 16 of 1997)
Premiums
Trust Fund and Regulating Trustee Byelaw (No. 22 of 1998)
Underwriting
Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Run-Off
Companies (Amendment) Byelaw (No. 2 of 2000)
LloydÕs
Policy Signing Office Byelaw (No. 11 of 2000).
EXPLANATORY
NOTE
(This
note is not part of the byelaw.)
This
byelaw provides for the registration of a body corporate or partnership as an
approved run-off company and for the review, renewal and withdrawal of such
registration. It also provides that managing agents must delegate their
insurance functions and their administration and processing functions (as
defined in the byelaw) in respect of longer term run-off accounts (where they
are managing more than one such run-off account in respect of any one
syndicate) to approved run-off companies. Further, such functions must be
delegated in respect of any run-off account where this is the wish of a
majority of relevant syndicate members voting in general meeting or where the
Council so directs. Managing agents may, however, apply for approval to conduct
such work themselves; and they may be granted interim approval in respect of
the syndicates they manage when this byelaw comes into force.
The
Council may not grant registration under the byelaw unless satisfied that the
applicant is fit and proper to be an approved run-off company.
The
byelaw empowers the Council to impose conditions and make requirements
regarding approved run-off companiesÕ financial and operational resources, and
makes provision regarding tendering, accounting and other records, accounts and
other reports, audits, reviews and annual returns.
This
byelaw shall come into force in accordance with the provisions of paragraph 24.
For the
full text of this byelaw, see Part A, 114.
519.
Reconstruction and Renewal Byelaw No. 22 of 1995, 6 December 1995
COMMENCEMENT
This
byelaw came into force on 6 December 1995.
AMENDMENTS
This
byelaw was amended by
Reconstruction
and Renewal (Amendment) Byelaw (No. 26 of 1996)
Reconstruction
and Renewal (Amendment No. 2) Byelaw (No. 28 of 1996)
Underwriting
Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Run-Off
Years of Account (Revocation) Byelaw (No. 1 of 2000).
Arrangement
of Paragraphs
PART
AÑINTERPRETATION
1. Interpretation
PART
BÑGENERAL PROVISIONS WITH RESPECT TO THE RECONSTRUCTION AND RENEWAL PROPOSALS
2. Power
to develop and implement the Reconstruction and Renewal proposals
PART CÑTHE
EQUITAS SCHEME
3. Power
to promote Equitas scheme
4. Equitas
reinsurance contracts
5. Supervisory
management agreements
6. Power
to give directions
7. Power
to give undertakings
PART
DÑSETTLEMENT ARRANGEMENTS
8. Powers
with respect to settlement of disputes
PART
EÑPOWERS RELATING TO THE FINANCING OF THE RECONSTRUCTION AND RENEWAL PROPOSALS
9. Release
of estimated profits or surpluses
10. Payment
of profit commission on amounts released under paragraph 9
11. Power
to levy contributions from underwriting agents and others
12. Contributions
from syndicate auditors, LloydÕs brokers and other persons
13. Powers
with respect to the property of the Society
PART
FÑEFFECT OF RECONSTRUCTION AND RENEWAL PROPOSALS ON OTHER BYELAWS AND
REQUIREMENTS
14. Modification
of byelaws etc.
PART
GÑSUPPLEMENTARY PROVISIONS
15. Agreements
with respect to future exercise of powers of the Council
16. Acknowledgement
of ÒfinalityÓ
17. Dispute
resolution and consultation on points of difficulty
18. Terms
of directions, requirements etc.
19. Powers
cumulative
PART
HÑCOMMENCEMENT
20. Commencement
SCHEDULEInterpretation
The Council
of LloydÕs in exercise of its powers under section 7 of LloydÕs Act 1911 and
sections 6(2) and 8(3) of and paragraphs (1), (4), (15), (16), (19), (21) and
(24) of Schedule 2 to LloydÕs Act 1982 by special resolution hereby makes the
following byelaw.
Part
AÑInterpretation
1. Interpretation
The
provisions of the Schedule to this byelaw (interpretation) shall have effect.
Part
BÑGeneral Provisions With Respect to the Reconstruction and Renewal Proposals
2. Power
to develop and implement the Reconstruction and Renewal proposals
(1) The
Council may:
(a) carry
into effect the Reconstruction and Renewal proposals with such variations,
modifications, exceptions, additions and supplementary provisions as may from
time to time appear to it to be desirable or expedient;
(b) do
all such things as may appear to it to be desirable or expedient for the
purposes of or in connection with the implementation of the Reconstruction and
Renewal proposals and for that purpose exercise any of the powers conferred by
this byelaw and any other powers conferred on it by LloydÕs Acts 1871 to 1982
or by any enactment, deed, trust deed, contract or other document or instrument
whatever.
(2) The
Council may for the purposes of or in connection with the Reconstruction and
Renewal proposals:
(a) prescribe
such conditions and requirements to be satisfied or complied with by any member
of the Society, LloydÕs broker, underwriting agent, annual subscriber,
associate, [É] approved run-off company, umbrella broker or other person
subject to the jurisdiction of the Council as it may think fit and from time to
time add to, alter or withdraw any condition or requirement so prescribed;
(b) give
such directions as it may think fit to any member of the Society, LloydÕs
broker, underwriting agent, annual subscriber, associate, [É] approved run-off
company, umbrella broker or other person subject to the jurisdiction of the
Council and from time to time alter or withdraw any direction so given.
NOTE
(3) Any
conditions or requirements prescribed or direction given under subparagraph
(2):
(a) may
require the provision of such information at such times to such persons and
verified in such manner as may be specified;
(b) may
relate to the exercise of any power, discretion, duty or function exercisable
under any contract, deed, trust deed or other document or instrument by a
person to whom such conditions and requirements apply or to whom such a
direction is given (and in particular, in the case of any requirement imposed
on or direction given to an underwriting agent, may relate to the exercise of
any power, discretion, duty or function of that underwriting agent under any
premiums trust deed, any other trust deed subject to which monies or other
assets representing premiums and other receipts in respect of insurance
business underwritten at LloydÕs by a member of the Society are for the time
being held or any deed under which monies or other assets forming part of the
funds at LloydÕs of a member of the Society are for the time being held).
(4) For
the purposes of or in connection with the Reconstruction and Renewal proposals
the Council may, in such manner as appears to it to be desirable or expedient:
(a) hold,
allocate and apply any funds (including without limitation funds raised or
contributed to the Society under this byelaw, funds of the Society raised or
held under LloydÕs Acts 1871 to 1982, under the Central Fund Byelaw (No. 4 of
1986) or under any other byelaw made under LloydÕs Acts 1871 to 1982 and funds
paid or to be paid by or to any person under any such settlement as is referred
to in paragraph 8);
(b) make
arrangements with respect to the maintenance of accounts and the payment,
clearing the settlement of any sums.
Part CÑthe
Equitas Scheme
3. Power
to promote Equitas scheme
(1) The
Council may:
(a) prepare
and carry into effect the scheme forming part of the Reconstruction and Renewal
proposals (in this byelaw called Òthe Equitas schemeÓ) for the reinsurance by a
company formed or to be formed by or with the assistance of the Society
(ÒEquitasÓ) of certain liabilities of members or former members of the Society
allocated or originally allocated to particular years of account on such terms,
subject to such exceptions and together with such supplementary and ancillary
provisions as may appear to the Council to be desirable or expedient; and
(b) do all
such things as may appear to the Council to be desirable or expedient for the
purposes of or in connection with preparing and carrying into effect the
Equitas scheme.
(2) Without
limiting any other provision of this byelaw, provision may be made under or for
the purposes of the Equitas scheme for all or any of the following:
(a) for
the Equitas scheme or such provisions of or proposals forming part of the
Equitas scheme as may be specified to be conditional on the happening of
specified events (including without limitation the grant to Equitas of
authorisation under the Insurance Companies Act 1982 and of any other
authorisations, licences or consents in any jurisdiction which may appear to be
necessary or desirable for the purposes of or in connection with the Equitas
scheme);
(b) for
such other matters as may appear to the Council to be desirable or expedient
for the purposes of or in connection with the Equitas scheme.
(3) Provision
may be made under the Equitas scheme for the formation of two or more companies
into which severally the liabilities to which the Equitas scheme relates will
be reinsured. In that event references in any provision of this byelaw to
Equitas shall, except where the context otherwise requires:
(a) in
the application of that provision to, in respect of or in connection with:
(i) the
reinsurance of any liability to which the Equitas scheme relates;
(ii) the
premium paid or other consideration provided in respect of such reinsurance;
(iii) any
funds or assets paid or provided in respect of such premium or other
consideration or identified or provisionally segregated for the purposes or in
connection with the proposed payment or provision of such premium or other
consideration; or
(iv) any
other matter relating to, affecting or arising out of any liability so
reinsured,
be
construed as references to the company reinsuring that liability;
(b) subject
as aforesaid, include each of the companies so formed.
4. Equitas
reinsurance contracts
(1) Subject
to the following provisions of this paragraph, the Council:
(a) may
direct members of the Society to enter into reinsurance contracts with Equitas
with respect to such liabilities, for such premium to be paid or other
consideration to be provided to Equitas, and generally on such terms, as shall
be specified, provided or referred to in offers made by Equitas to the members
concerned under the Equitas scheme;
(b) may
direct any underwriting agent for the time being acting as such on behalf of a
member of the Society to whom such a direction as is referred to in
sub-paragraph (1)(a) is given to enter on behalf of that member into the
reinsurance contract specified in that direction;
(c) may
direct any underwriting agent for the time being acting as such on behalf of a
former member of the Society who remains subject to liabilities to which the
Equitas scheme relates to enter on behalf of such former member into
reinsurance contracts with Equitas with respect to such liabilities, for such
premium to be paid or other consideration to be provided to Equitas and
generally on such terms as shall be specified or referred to in an offer made
by Equitas to that underwriting agent on behalf of the former member concerned
under the Equitas scheme;
(d) may
direct any such member of the Society or underwriting agent to execute all such
deeds and documents and to do all such acts and things as may appear to the
Council to be desirable or expedient in connection with or for the purposes of
any such contract of reinsurance as is referred to in the preceding provisions
of this sub-paragraph.
(2) A
contract of reinsurance with Equitas to which this paragraph applies may
include provision to the effect:
(a) that
that contract shall not be capable of being avoided by Equitas for
misrepresentation or non-disclosure (but without prejudice to any liability of
any person to compensate any other person in damages as a result of any
misrepresentation or non-disclosure);
(b) that,
subject to the terms of any arrangements for structured or deferred payment and
to any other exceptions which may be provided by the contract, payment of the
premium and any other sums expressly provided by the contract shall constitute
the only financial obligations of the relevant member or former member of the
Society to Equitas and accordingly that the member or former member shall not
be or become liable to make any further payment to Equitas in respect of the
contract or the liabilities reinsured under the contract.
(3) If
the Equitas scheme includes provision for any such condition as is referred to
in paragraph 3(2)(a), any direction given under this paragraph may be given on
terms that it shall not become effective until any such condition or conditions
as may be specified has or have been satisfied or (in the case of conditions
which under the terms of the Equitas scheme may be waived) waived.
(4) A
contract of reinsurance with Equitas to which this paragraph relates may
include provision for any power or function which before that contract comes
into effect has been performed by an underwriting agent such as is referred to
in sub-paragraph (1) to continue to be performed by that underwriting agent
thereafter for such period, on such terms and subject to such limitations as
may be specified and may for that purpose include any such provision as is
referred to in paragraph 5(3).
(5) Every
member of the Society or underwriting agent who enters into a contract of
reinsurance with Equitas under this paragraph shall observe and perform the
terms of that contract applicable to him or it and accordingly any failure on
his or its part to observe or perform any such term shall be a failure to
observe or perform an obligation imposed by this byelaw.
(6) A
contract of reinsurance with Equitas to which this paragraph applies may be
placed through any such underwriting agent as is referred to in this paragraph.
5. Supervisory
management agreements
(1) This
paragraph applies in respect of each syndicate through which there have been
underwritten liabilities which it is proposed will be reinsured by Equitas
under Equitas reinsurance contracts (in this paragraph referred to as Òrelevant
liabilitiesÓ).
(2) The
Council may direct the managing agent of the syndicate to enter into a
supervisory management agreement with Equitas on such terms as may be specified
in the direction (including without limitation any terms which the Council may
consider appropriate having regard to any interest which Equitas may have, by
virtue of the terms in which Equitas reinsurance contracts have been or are to
be entered into, in the exercise of any power or function of the managing agent
to which the supervisory management agreement relates).
(3) Without
limiting the generality of sub-paragraph (2), a supervisory management
agreement such as is referred to in that sub-paragraph may include provision
requiring the managing agent:
(a) to
comply with any directions which may from time to time be given by Equitas with
respect to the exercise of any power or function of the managing agent in its
capacity as such (including any power or function of the managing agent under
any agreement, deed, trust deed or other document or instrument whatever);
(b) not
to exercise any such power or function in such manner, in such cases or with
respect to such matters as may be specified without the prior consent of
Equitas;
(c) to
consult with Equitas at such times and in such manner as may be specified with
respect to the exercise or proposed exercise of any such power or function;
(d) to
provide information to Equitas in such form, as to such matters, at such times
(whether before or after any Equitas reinsurance contract is entered into or
comes into effect) and verified in such manner as may be specified;
(e) to
concur in referring any matters of dispute which may arise between the managing
agent and Equitas for resolution under any procedures which may be established
by the Council for that purpose under paragraph 17;
(f) to
procure that any person to whom the managing agent may have delegated or may
delegate any power or function to which the agreement relates shall observe and
perform all the provisions of the agreement relating to the performance of that
power or function by the managing agent itself.
(4) It
shall be a term of every supervisory management agreement entered into under
this paragraph that it shall cease to have effect, subject to such transitional
or supplementary provisions as may be provided by the agreement, at a specified
time being not later than the time at which the reinsurance by Equitas of all
the relevant liabilities has become effective.
(5) Every
managing agent which enters into a supervisory management agreement under this
paragraph shall observe and perform all the terms of that agreement applicable
to it and accordingly any failure on its part to observe or perform any such
term shall be a failure to observe or perform an obligation imposed by this
byelaw.
6. Power
to give directions
(1) The
Council may at any time and from time to time give to any member of the
Society, LloydÕs broker, underwriting agent, annual subscriber, associate, [É]
approved run-off company, umbrella broker or other person subject to the
jurisdiction of the Council such directions as may appear to the Council to be
desirable or expedient:
(a) for
the purpose of enabling or assisting the Council to exercise any of the powers
conferred by paragraph 3(1);
(b) for
the purposes of, in connection with or in consequence of the exercise of any
such power;
(c) for
the purpose of enabling or assisting Equitas to exercise any power conferred on
it, or to discharge any obligation or function assumed by it, under the Equitas
scheme or under any Equitas reinsurance contract, supervisory management
agreement or other deed, contract or instrument entered into under the Equitas
scheme.
NOTE
(2) Directions
given under this paragraph may include:
(a) directions
to estimate the value of, or reserve against, liabilities in respect of
contracts of insurance entered into at LloydÕs on such basis as may be
specified;
(b) directions
to enter or refrain from entering into contracts of insurance or other
contracts of such descriptions, with such counterparties, on such term and in
such circumstances as may be specified;
(c) without
limiting the generality of sub-paragraph (2)(b)Ñ
(i) directions
to the effect that any decision to effect or refrain from effecting a
reinsurance to close any year of account (whether or not a reinsurance to close
entered into as part of the Equitas scheme) is to be made within such period as
may be specified or is to be deferred until after such time as may be
specified;
(ii) directions
limiting or prohibiting the reinsurance at LloydÕs, otherwise than under or for
the purposes of the Equitas scheme, of any liability to which the Equitas
scheme relates;
(d) directions
relating to the exercise of any power, discretion, duty or function exercisable
under any trust deed or other instrument under which any premiums trust fund,
deposit trust fund or other trust fund held for the purposes of or in
connection with insurance business at LloydÕs is for the time being held
(including without limitation any power, discretion, duty or function relating
to the investment of moneys or to the disposal of any investment forming part
of any such fund);
(e) directions
to execute and (so far as such terms are applicable to the person to whom the
direction is given) to observe and perform the terms of such agreements,
undertakings, deeds, trust deeds, authorities, powers of attorney and other
documents or instruments as may be specified;
(f) directions
to provide to the Society, to Equitas or to such other person as may be
specified such certificates, confirmations, declarations, opinions, reports or
information in such form, at such times and verified in such manner as may be
specified;
(g) directions
requiring that any active underwriter or any director or manager of an
underwriting agent execute an undertaking in favour of Equitas in such form as
may be specified by which that active underwriter, director or manager undertakes
to provide to Equitas such information, explanations and other assistance with
respect to any matter arising out of any liability reinsured by Equitas under
the Equitas scheme as may be specified for such period (whether before or after
an Equitas reinsurance contract relating to the relevant liabilities comes into
effect) as may be specified;
(h) directions
requiring that any underwriting agent procure the execution by any of its
directors and managers, and that a managing agent procure the execution by the
active underwriter of any syndicate managed by it, of such an undertaking as is
referred to in sub-paragraph (2)(g).
(3) Directions
given under this paragraph in relation to the exercise of any power,
discretion, duty or function may require the maintenance of accounting records
so as to distinguish assets, liabilities and other items in such manner and by
reference to such factors as may be specified and the identification or
provisional segregation in such manner as may be specified of any money or
other property.
(4) This
paragraph is without prejudice to paragraphs 4 and 5.
7. Power
to give undertakings
(1) The
Council may cause the Society to enter into undertakings in such terms as may
appear to it to be desirable or expedient in favour of any person who is
directed to enter into an Equitas reinsurance contract under paragraph 4, a
supervisory management agreement under paragraph 5 or any other contract, deed,
trust deed or other document or instrument or to whom any other direction is
given under paragraph 6.
(2) Any
undertaking entered into under this paragraph may include an undertaking by the
Society to indemnify the person to whom it is given against any liability which
that person may incur in consequence of entering into and performing an Equitas
reinsurance contract, supervisory management agreement or other contract, deed,
trust deed or other document or instrument.
Part
DÑSettlement Arrangements
8. Powers
with respect to settlement of disputes
(1) The
Council may for the purposes of or in connection with the Reconstruction and
Renewal proposals:
(a) propose
and enter into any settlement, compromise or arrangement with any person in
respect of any claim or dispute to which the Society is a party or in which it
is interested;
(b) propose
any settlement, compromise or arrangement between any other parties;
(c) institute,
continue and prosecute any legal proceedings in the name of and on behalf of
the Society or otherwise in the courts of any jurisdiction, in arbitration or
before any other tribunal whatever;
(d) settle
or discontinue any such legal proceedings or cause or suffer any such legal
proceedings to remain in abeyance;
(e) take
any other action with respect to any claim, dispute or legal proceedings which
appears to the Council to be desirable or expedient.
(2) The
Council may prescribe the form and terms of any agreement under which, under
the Reconstruction and Renewal proposals, persons who participate in the
proposals may agree to settle or compromise any claim, dispute or legal
proceedings.
Part
EÑPowers Relating to the Financing of the Reconstruction and Renewal Proposals
9. Release
of estimated profits or surpluses
(1) Subject
to such conditions and requirements as the Council may prescribe under
sub-paragraph (2), sums representing estimated profits or surpluses as at 31
December 1995 in respect of insurance business underwritten by a member of the
Society through any syndicate for any of the years of account 1993, 1994 and
1995 and held under any premiums trust deed or other trust deed or instrument
under which monies or other assets representing premiums and other receipts in
respect of insurance business underwritten at LloydÕs by that member (including
without limitation any overseas direction as defined in any premiums trust
deed) are for the time being held may, notwithstanding that the year of account
in question has not been closed, be released, paid, transferred or
appropriated;
(a) in
the case of any sums held as part of an American trust fund, in such manner as
to be held at the direction of a membersÕ agent or regulating trustee of that
member;
(b) in
the case of any sums held as part of LloydÕs Canadian Trust Fund, in such
manner as to form part of the NameÕs Personal Reserve Fund (as defined for the
purposes of LloydÕs Canadian Trust Deed) of that member;
(c) in
any other case, to or into the control of trustees of a premiums trust fund of
that member who are not managing agentÕs trustees so as to form part of the
memberÕs personal reserve fund.
(2) The
Council may prescribe such conditions and requirements as appear to it to be
desirable or expedient with respect to or in connection with the release,
payment, transfer or appropriation of any sums under this paragraph, including
conditions and requirements:
(a) limiting
the amounts which may be so released, paid, transferred or appropriated in such
manner and by reference to such factors as may be specified;
(b) prescribing
the times at or within which amounts may be so released, paid, transferred or
appropriated;
(c) limiting
the purposes for which sums so released, paid, transferred or appropriated may
be applied and the amount which may be applied for any such purpose;
(d) in
any case where sums are so released, paid, transferred or appropriated in
respect of more than one year of account, prescribing the order in which, as
between sums released, paid, transferred or appropriated in respect of each
year of account, such sums are to be applied for any such purpose;
(e) requiring
the preparation by the managing agent of any syndicate in respect of which such
sums are proposed to be released, paid, transferred or appropriated of such
information, statements, projections and estimates in such forms and confirmed
or verified in such manner as may be specified;
(f) requiring
that any such information, statements, projections and estimates be reviewed by
the syndicate auditors of the relevant syndicate and that the syndicate
auditors deliver such reports on such information in such terms as may be
specified.
10. Payment
of profit commission on amounts released under paragraph 9
(1) The
Council may direct any managing agent and any member of the Society who is a
member of a syndicate managed by that managing agent for any of the years of
account 1993, 1994 and 1995 to enter into a supplemental agreement in the
prescribed form varying the terms of the managing agentÕs agreement under which
the managing agent acts for that member in respect of that syndicate for the
relevant year of account so as to include such provisions as are described in
sub-paragraph (2) and such other related or supplementary provisions as may be
specified.
(2) The
provisions referred to in sub-paragraph (1) are provisions substantially to the
effect that, subject to sub-paragraphs (3) and (4)Ñ
(a) the
calculation of the entitlement of the managing agent to profit commission as at
or by reference to 31 December 1995 is to be made on the same basis (subject to
(b) below) as though any sums forming part of a premiums trust fund of the
relevant member and released, paid, transferred or appropriated as referred to
in paragraph 9(1) [and any sums released, paid, transferred or appropriated as
described in that paragraph before the making of this byelaw in respect of the
1993 or 1994 year of account] represented closed year of account profits of the
year of account in respect of which they were released, paid, transferred or
appropriated and as though that year of account had been closed at 31 December
1995;
(b) when
any year of account in respect of which sums have been released, paid,
transferred or appropriated [as described in (a) above] is closed, the profit
commission to which the managing agent will be entitled as at or by reference
to the closing date is to be calculated after adjusting the closed year of
account profit or loss by an amount equal to the amount treated under (a) above
as a closed year of account profit;
(c) where,
after the making of any adjustment under (b) above, a closed year loss arises
in respect of any year of account in respect of which sums have been released,
paid, transferred or appropriated [as described in (a) above]:
(i) the
managing agent shall be liable to pay to the member such sums by way of
compensation or adjustment (including without limitation repayment of profit
commission and, if so provided, an amount equal to interest on such repayment)
as may be specified;
(ii) [É]
(3) The
aggregate amount of a managing agentÕs accelerated profit commission (as
defined in sub-paragraph (11) of this paragraph) shall not exceed the amount of
any contribution required from that managing agent under paragraph 11 or agreed
to be contributed under paragraph 12 or under any such settlement, compromise
or arrangement as is referred to in paragraph 8.
(4) [Where
sub-paragraph (3) applies to reduce the aggregate amount of accelerated profit
commission which would otherwise have become payable to a managing agent, the
reduction shall be effected in such manner as may be provided by the
supplemental agreement referred to in sub-paragraph (1) and, subject to this,
in such manner as the managing agent may determine: provided that no such
reduction shall be effected in a manner which involves any material
discrimination among underwriting members who are members of a syndicate for
any of the years of account 1993, 1994 or 1995 in their capacity as such
members.]
(5) Where
a member of the Society participates in a syndicate for any of the years of
account 1993, 1994 and 1995 under arrangements made by or through a membersÕ
agent, the Council may direct that the supplemental agreement referred to in
sub-paragraph (1) shall be entered into by that membersÕ agent on behalf of
that member.
(6) The
Council may direct any membersÕ agent and any member of the Society who
participates in a syndicate or syndicates (Òrelevant syndicatesÓ) for any of
the years of account 1993, 1994 and 1995 under arrangements made by or through
that membersÕ agent to enter into a supplemental agreement in the prescribed
form varying the terms of the membersÕ agentÕs agreement under which that
membersÕ agent acts for that member in respect of the relevant syndicate or
syndicates for the relevant year of account so as to include such provisions as
are described in sub-paragraph (7) and such other related or supplementary
provisions as may be specified.
(7) The
provisions referred to in sub-paragraph (6) are provisions substantially to the
effect that, subject to sub-paragraphs (8) and (9):
(a) the
calculation of the entitlement of the membersÕ agent to profit commission as at
or by reference to 31 December 1995 is to be made on the same basis (subject to
(b) below) as though any sums forming part of a premiums trust fund of the
member and released, paid, transferred or appropriated under paragraph 9 [, or
released, paid, transferred or appropriated as described in that paragraph
before the making of this byelaw in respect of the 1993 or 1994 year of
account,] in respect of a relevant syndicate represented closed year profits of
that relevant syndicate for the year of account in respect of which they were
released, paid, transferred or appropriated and as though that year of account
had been closed at 31 December 1995;
(b) where
a year of account of a relevant syndicate in respect of which sums are
released, paid, transferred or appropriated [as described in (a) above] is
closed:
(i) the
profit commission to which the membersÕ agent will be entitled as at or by
reference to the closing date is to be calculated after adjusting the closed
year of account profit or loss of that relevant syndicate by an amount equal to
the amount treated under (a) above as a closed year profit;
(ii) where,
after the making of any adjustment under (b)(i) above, a closed year loss
arises in respect of any relevant year of account and that closed year loss is
not taken into account in reducing the profit commission payable to the
membersÕ agent as at or by reference to the closing date because of losses
incurred or deemed to be incurred as at that date in respect of relevant
syndicates, the membersÕ agent shall be liable to pay such sums by way of
compensation or adjustment (including without limitation repayment of profit
commission and, if so provided, an amount equal to interest on such repayment)
as may be specified.
(8) The
aggregate amount of a membersÕ agentÕs accelerated profit commission shall not
exceed the amount of any contribution required from that membersÕ agent under
paragraph 11 [or agreed to be contributed under paragraph 12 or under any such
settlement, compromise or arrangement as is referred to in paragraph 8].
(9) [Where
sub-paragraph (8) applies to reduce the aggregate amount of accelerated profit
commission which would otherwise have become payable to a membersÕ agent, the
reduction shall be effected in such manner as may be provided by the
supplemental agreement referred to in sub-paragraph (6) and, subject to this,
in such manner as the membersÕ agent may determine: provided that no such
reduction shall be effected in a manner which involves any material
discrimination among underwriting members who participate in relevant
syndicates for any of the years of account 1993, 1994 and 1995 under
arrangements made by or through the membersÕ agent.]
(10) [The
Council shall have power to:
(a) prescribe
the form and contents of such supplemental agreements as are referred to in
this paragraph; and
(b) prescribe
requirements limiting the circumstances in which or the extent to which profit
commission is payable to underwriting agents under such supplemental agreements
as are referred to in this paragraph.]
(11) For
the purposes of this paragraph:
(a) profit
commission which becomes payable to a managing agent or membersÕ agent as at or
by reference to 31 December 1995 by virtue of the execution of supplemental
agreements under directions given [under any of the preceding provisions of
this paragraph] is referred to as Òaccelerated profit commissionÓ of that
managing agent or membersÕ agent;
(b) [É]
[(12) Where
a managing agent has entered into a contract of reinsurance to close the 1993
year of account of any syndicate subject to conditions required by a direction
given by the Council under this byelaw, the Council may direct the managing
agent and each of the members of the syndicate for the 1993 year of account to
enter into a supplemental agreement in the prescribed form varying the terms of
the managing agentÕs agreement under which the managing agent acts for that
member in respect of that year of account so as to include such provisions as are
described in sub-paragraph (13) and such other related or supplementary
provisions as may be specified.
(13) The
provisions referred to in sub-paragraph (12) are provisions substantially to
the effect that, notwithstanding that the contract of reinsurance to close has
not become unconditional, but subject to any requirements for the time being
applicable imposed by or under any byelaw or regulationÑ
(a) sums
which will if the contract of reinsurance to close becomes unconditional
represent closed year profits may be released, paid, transferred or
appropriated in any manner referred to in paragraph 9(1)(a), (b) or (c) as
though the contract of reinsurance had become unconditional;
(b) if
the contract of reinsurance to close does not become unconditional, payments,
transfers and appropriations may be made for the purpose of reversing any
release, payment, transfer or appropriation in such manner as may be specified
in the supplemental agreement (and so that the supplemental agreement may vary
or dispense with any requirement, including any requirement for the making of
any demand or the provision of any account, auditorsÕ certificate or other
document which would otherwise apply);
(c) sums
which will if the contract of reinsurance to close becomes unconditional
represent profit commission payable to the managing agent may be paid to a
trust account established by or under arrangements made by the Council for the
receipt of sums intended to be applied in or towards contributions made under
paragraph 8, 11 or 12, for the purpose of providing funds for the payment of
contributions to be made by the managing agent under any of those paragraphs.]
NOTE
11. Power
to levy contributions from underwriting agents and others
(1) Subject
to sub-paragraph (4), the Council may require any underwriting agent, [É] and
any corporate member of such class or description as the Council may specify to
pay to the Society by way of contribution to the financing of the
Reconstruction and Renewal proposals such amounts at such times and calculated
in such manner as the Council may specify.
NOTE
(2) Any
requirement imposed under this paragraph:
(a) may
make different provision for different cases or classes or descriptions of
case;
(b) may
take into account or include provision for taking into account, in such manner
as the Council may think fit, the individual circumstances of any underwriting
agent [É] or corporate member to which the requirement is to apply.
NOTE
(3) Sub-paragraph
(4) applies in respect of any corporate member to which the Council has given
such an undertaking as is referred to in paragraph 2(2)(b) of the Membership,
Central Fund and Subscriptions (Miscellaneous Provisions) Byelaw (No. 16 of
1993, 514) relating to the exercise of the powers conferred on the Council by
the Central Fund Byelaw (No. 4 of 1986, 506).
(4) The
Council shall not require a corporate member to which this sub-paragraph
applies to make a payment under sub-paragraph (1) unless the circumstances are
such that, if that requirement were a requirement imposed under paragraph 4(5)
of the Central Fund Byelaw (No. 4 of 1986, 506), the imposition of it would not
contravene the undertaking referred to in sub-paragraph (3) (the terms of that
undertaking being for this purpose only construed as if references to the
exercise of the powers of the Council under the Central Fund Byelaw (No. 4 of
1986, 506) included references to the exercise of its powers under this
paragraph).
(5) Paragraph
3 of the Membership, Central Fund and Subscriptions (Miscellaneous Provisions)
Byelaw (No. 16 of 1993, 514) (meetings of members) shall apply with the
necessary modifications for the purposes of sub-paragraph (4) as it applies for
the purposes of that byelaw.
[11A. Power
to levy contributions from LloydÕs brokers and umbrella brokers
(1) The
Council may require any LloydÕs broker and any umbrella broker to pay to the
Society, for the purpose of contributing directly or indirectly to the
financing of the Reconstruction and Renewal proposals, such amounts (including recurring
contributions, charges or other amounts payable by reference to such periods as
the Council may determine (Òperiodic chargesÓ)) at such times and calculated in
such manner as the Council may specify.
(2) For
the purposes of this paragraph the Council mayÑ
(a) determine
the amount of any contributions, charges or other amounts in accordance with a
specified scale or other specified factors;
(b) provide
for an aggregate limit on the amount of any contributions, charges or other
amounts and for the limitation of individual contributions, charges or amounts
by reference to that aggregate limit;
(c) provide
for exemptions and exceptions;
(d) provide
for the return or abatement of any contributions, charges or other amounts in
specified circumstances; and
(e) make
different provision for different cases.
(3) If
the Council decides to require the payment of a periodic charge, it may:Ñ
(a) fix
by a single determination the level of the charge payable in respect of two or
more successive periods;
(b) express
such a determination to be, and agree with any person that it is to be,
irrevocable except with such consents or approvals given in such manner as may
be specified.
(4) If
the Council expresses a determination made under sub-paragraph (3) to be
irrevocable except with a specified consent or approval, the Council shall not
revoke or vary that determination without such consent or approval.
(5) The
Council may prescribe such requirements, give such directions and enter into
such arrangements as it may think fit with respect to the payment and
collection of any contributions, charges and other amounts required under this
paragraph, including without limitationÑ
(a) requirements,
directions and arrangements for ensuring that such contributions, charges and
other amounts are collected through the LloydÕs Central Accounting System or
any other central arrangements for the collection and payment of amounts
payable in respect of or in connection with insurance business underwritten at
LloydÕs, whether by deduction from commissions, brokerage and other amounts
payable to LloydÕs brokers or umbrella brokers or otherwise;
(b) requirements
and directions for the execution of direct debit authorities or other payment
authorities in such form as may be specified.
(6) Without
limiting the generality of sub-paragraphs (1) and (2), where the Council has
fixed a periodic charge under this paragraph, the Council may in any such
manner as is referred to in sub-paragraph (1)Ñ
(a) make
arrangements for raising money by assigning (whether absolutely or by way of
security) or otherwise disposing of rights to receive such periodic charge;
(b) enter
into any agreements or commitments for the purposes of or in connection with
any such assignment or disposal;
(c) make
arrangements, or vary any existing arrangements for the payment and collection
of any such periodic charge, including without limitation arrangements under
which amounts payable in respect of any such periodic charge are to be paid to
a person other than the Society on terms that such payment shall constitute a
good discharge for the amounts so paid.
(7) The
Council may require any LloydÕs broker or umbrella broker to furnish to the
Society such information (being information which that LloydÕs broker or, as
the case may be, umbrella broker possesses or can reasonably be expected to
obtain) in such manner and at such time or times as the Council may specify in
writing for any of the purposes of this paragraph.]
NOTE
12. Contributions
from syndicate auditors, LloydÕs brokers and other persons
(1) The
Council may enter into arrangements with any such person as is specified in
sub-paragraph (2), on such terms as the Council may agree with that person
(whether in a manner which is legally binding or not), for that person to
contribute to the financing of the Reconstruction and Renewal proposals.
(2) The
persons referred to in sub-paragraph (1) are:
(a) any
person who is or has been approved to act as a syndicate auditor under the
Syndicate Audit Arrangements Byelaw (No. 10 of 1984, 102);
(b) any
person who is or has been a LloydÕs broker;
(c) any
person who is or has been an underwriting agent;
[É];
(e) any
approved run-off company;
(f) any
person who is or has been an umbrella broker;
(g) any
person who is or has been a director, partner or manager of a LloydÕs broker,
umbrella broker or underwriting agent;
(h) any
such other person as the Council may think fit.
NOTE
13. Powers
with respect to the property of the Society
(1) The
Council may in any manner which may appear to it to be desirable or expedient
for the purpose of promoting or assisting, whether directly or indirectly, the
Reconstruction and Renewal proposals:
(a) borrow
or raise money in any manner;
(b) apply,
dispose of or make arrangements with respect to any present or future property
of the Society (including any money or other property or assets held as part of
the Central Fund) in any manner, and whether for the purpose of or in
connection with the borrowing or raising of money or otherwise.
(2) Without
limiting the generality of sub-paragraph (1), the Council may in any such
manner as is referred to in that sub-paragraph write off, release or agree not
to sue for payment of any sum owing to the Society (including any sum owing to
the Society by virtue of any provision of the Central Fund Byelaw (No. 4 of
1986) or otherwise as a result of any application of monies or other assets
forming part of the Central Fund).
Part
FÑEffect of Reconstruction and Renewal Proposals On Other Byelaws and
Requirements
14. Modification
of byelaws etc.
(1) Subject
to sub-paragraph (2), the provisions of this byelaw and of any direction given
or condition or requirement prescribed under this byelaw shall have effect
notwithstanding any other provision of any other byelaw or regulation made or
direction given under LloydÕs Acts 1871 to 1982 or of any direction given or
condition or requirement prescribed or imposed under any such byelaw or
regulation and all such other byelaws, regulations, directions, conditions and
requirements shall be deemed to be modified accordingly. Sub-paragraphs (3) to
(6) are without prejudice to the generality of this sub-paragraph.
(2) Nothing
in this byelaw or in any direction given or condition or requirement prescribed
or imposed under this byelaw shall have effect if and to the extent that it
would contravene or be inconsistent with:
(a) the
Reinsurance to Close (Restriction) Byelaw (No. 15 of 1993, 317);
(b) any
agreement entered into or undertaking given by the Council under paragraph 2 of
the Membership, Central Fund and Subscriptions (Miscellaneous Provisions)
Byelaw (No. 16 of 1993, 514);
(c) any
agreement entered into or undertaking given by the Council under paragraph 15
of this byelaw.
(3) Premiums
payable to Equitas under Equitas reinsurance contracts shall not constitute
qualifying reinsurance premiums for purposes of the Syndicate Premium Income
Byelaw (No. 6 of 1984, 201).
(4) Paragraph
16 of the Run-Off Years of Account Byelaw (No. 17 of 1989, 312) [or (where
relevant) paragraph 12A of the Agency Agreements Byelaw (No. 8 of 1988, 310)]
shall not apply to the extent that it would prohibit any release, payment or
transfer permitted by paragraph 9 or any payment of profit commission provided
for by an agreement entered into pursuant to a direction given under paragraph
10.
NOTE
(5) The
Council may permit a notice of resignation from membership of the Society given
by a member who has complied with such conditions in that behalf as may be
provided by or under the Reconstruction and Renewal proposals to take effect
from any date on or after the date of the notice, notwithstanding the
provisions of paragraph 40 of the Membership Byelaw (No. 17 of 1993, 111).
(6) The
Council may direct that the Syndicate Accounting Byelaw (No. 18 of 1994, 326)
shall apply as regards any annual report to be made up to 31 December 1995 with
such additions and modifications as may be specified.
Part
GÑSupplementary Provisions
15. Agreements
with respect to future exercise of powers of the Council
(1) The
Council may enter into any agreement with or give an undertaking in favour of
any member of the Society, any person who proposes to become a member of the
Society or any LloydÕs broker, underwriting agent, annual subscriber, associate
[É] or other person (in this paragraph called Òthe beneficiaryÓ) containing all
or any of such provisions as are described in sub-paragraph (2) together with
any such other provisions as the Council may think fit.
NOTE
(2) The
provisions referred to in sub-paragraph (1) are:
(a) the
grant by the Council to the beneficiary, in such terms and to such an extent as
may be specified in the agreement or undertaking, of any such exemption or
exemptions as are referred to in paragraph 4 of the Central Fund Byelaw (No. 4
of 1986, 506) and paragraph 2 of the Membership (Entrance Fees and Annual
Subscriptions) Byelaw (No. 9 of 1987, 105);
(b) an
undertaking by the Council that the Council will not exercise any other power
of the Council under any byelaw or regulation made or to be made (whether
before or after the date of the undertaking) under LloydÕs Acts 1871 to 1982 to
require the beneficiary to pay money to the Society or that the Council will
exercise any such power only to such extent, on such terms, in such events and
subject to such conditions or limitations as may be specified in the
undertaking (and the events and conditions which may be so specified include
the prior approval of the proposed exercise of any such power by any such
person or by persons of any such class, category or description in such manner
as may be so specified);
(c) an
undertaking by the Council that the Council will not exercise, or will exercise
only to such extent, on such terms, in such events and subject to such
conditions, exceptions or limitations as may be specified in the undertaking,
any power of the Council under LloydÕs Acts 1871 to 1982 or any byelaw or
regulation made or to be made under those Acts (whether before or after the
date of the undertaking) to contribute money or other property of the Society
or otherwise provide financial assistance to Equitas, or otherwise to
contribute money or other property of the Society or provide financial
assistance in, towards or for the purposes of the payment or discharge of any
obligation under or in respect of a contract of insurance underwritten at
LloydÕs and allocated to a year of account earlier than the 1993 year of
account.
16. Acknowledgement
of ÒfinalityÓ
(1) Sub-paragraph
(2) applies in any case where, under the terms of the Reconstruction and
Renewal proposals, a member of the Society has done all such things and
executed all such documents and instruments as are required to secure that that
member shall not be liable to pay any further sum to the Society, to any underwriting
agent or to Equitas in respect of any specified liabilities or obligations of
that member to which the Reconstruction and Renewal proposals relate (in this
paragraph referred to as Òthe relevant obligationsÓ).
(2) The
Council shall:
(a) cause
the Society to execute in favour of that member an acknowledgment that the
Society is not entitled to make, and an undertaking that it will not make, any
claim of any kind against that member in respect of the relevant obligations;
(b) subject
to such exceptions as may appear to the Council to be appropriate with respect
to the enforcement of any obligations of that member under any reinsurance to
close contract into which the member has entered as a reinsuring member or a
reinsured member, direct every underwriting agent which would, but for the
Reconstruction and Renewal proposals, be entitled to take action against that
member to enforce any of the relevant obligations to execute in favour of that
member an acknowledgment that it is not entitled to, and an undertaking that it
will not, take any further action to enforce or purport to enforce any of the
relevant obligations against that member.
17. Dispute
resolution and consultation on points of difficulty
(1) The
Council may set up such procedures as may appear to it to be desirable or
expedient:
(a) for
resolving points of dispute or difficulty which may arise with respect to the
application or implementation of any provision of the Reconstruction and
Renewal proposals or of any contract, deed, trust deed or other instrument
entered into by any person pursuant to any provision of this byelaw or any
condition or requirement prescribed or direction given under any such provision
or otherwise pursuant to the Reconstruction and Renewal proposals;
(b) for
consulting or seeking the opinion of persons or bodies considered by the
Council to be appropriate (including persons or bodies of persons appointed by
the Council for the purposes of this paragraph) on any question or difficulty,
which may arise with respect to the Reconstruction and Renewal proposals or any
part of them.
(2) Any
such procedures as are referred to in sub-paragraph (1)(a) may include
provision to the effect that any decision reached in accordance with those
procedures on a point of dispute referred for resolution under those procedures
is to be binding on any member of the Society, LloydÕs broker, underwriting
agent, annual subscriber, associate [É], approved run-off company, umbrella
broker or other person and the Council may exercise any of its powers under
this byelaw for the purpose of ensuring that effect is given to such a decision
accordingly.
NOTE
18. Terms
of directions, requirements etc.
(1) Any
directions given or conditions or requirements prescribed under any provision
of this byelaw:
(a) may
be made individually or in respect of any class or classes of persons;
(b) may
be varied or revoked from time to time in whole or in part or as to any period,
condition or requirement;
(c) may
make different provision for different cases;
(d) may
contain incidental, supplementary and transitional provisions;
(e) may
be made so as to have effect as respects any matters arising before this byelaw
came into force.
19. Powers
cumulative
The
powers conferred by this byelaw are cumulative and are in addition to any other
powers of the Council under LloydÕs Acts 1871 to 1982 and the byelaws and
regulations made under those Acts. Accordingly, except where this byelaw
expressly provides otherwise, no provision of this byelaw shall be construed as
limiting any power conferred by or under any other provision of this byelaw or
any other byelaw or regulation made or to be made under LloydÕs Acts 1871 to
1982.
Part
HÑCommencement
20. Commencement
This
byelaw comes into force on 6 December 1995.
ScheduleÑInterpretation
1. In
this byelaw:
ÒAmerican
trust fundÓ has the meaning given in LloydÕs American Trust Deed;
Òapproved
run-off companyÓ means a company approved and registered under the Run-off
Companies Byelaw (No. 2 of 1995, 114);
ÒCentral FundÓ
means the fund constituted by the Central Fund Byelaw (No. 4 of 1986, 506);
Òcorporate
memberÓ means a member of the Society which is a body corporate;
Òdeposit
trust fundÓ means a trust fund constituting or forming part of a LloydÕs
deposit as defined in paragraph 5 of the Membership Byelaw (No. 17 of 1993,
111);
ÒEquitasÓ
has the meaning given in paragraph 3;
ÒEquitas
reinsurance contractÓ means a contract of reinsurance with Equitas to which
paragraph 4 applies;
Òthe
Equitas schemeÓ has the meaning given in paragraph 3;
Òfunds at
LloydÕsÓ has the meaning given in paragraph 4 of the Membership Byelaw (No. 17
of 1993, 111);
ÒinsuranceÓ
includes reinsurance;
[É];
NOTE
ÒLloydÕs
American Trust DeedÓ means the instrument dated 31 July 1995 constituting the
amended and restated American Trust Deed, as amended from time to time;
ÒLloydÕs
Canadian Trust DeedÓ means the instrument dated 26 September 1995 constituting
the amended and restated LloydÕs Canadian Trust Deed, as amended from time to
time;
ÒLloydÕs Canadian
Trust FundÓ means the trust fund held under LloydÕs Canadian Trust Deed;
Òpersonal
reserve fundÓ has the meaning given in the Membership Byelaw (No. 17 of 1993,
111);
Òpremiums
trust deedÓ means a trust deed in the form for the time being required by the
Council and approved by the Secretary of State under section 83 of the
Insurance Companies Act 1982 constituting a premiums trust fund;
Òpremiums
trust fundÓ means a fund of premiums and other monies held from time to time by
or under the control of trustees upon the trusts of a premiums trust deed;
Òthe
prescribed formÓ, in relation to any document, means the form prescribed by the
Council under this byelaw;
Òthe
Reconstruction and Renewal proposalsÓ means the proposals described in the
document entitled ÒLloydÕs: reconstruction and renewalÓ issued by the Council
in May 1995, as from time to time varied or supplemented;
Òregulating
trusteeÓ has the meaning given in any premiums trust deed or in LloydÕs
American Trust Deed;
Òumbrella
brokerÓ means a non-LloydÕs broker which is party to an umbrella arrangement
registered under the Umbrella Arrangements Byelaw (No. 6 of 1988, 107).
2. In
this byelaw, except where it is expressly provided otherwise:
(a) references
to a member of the Society include a former member of the Society;
(b) references
to a former member of the Society include a member who has died or, as the
context may require, the estate or personal representatives of such a member;
(c) references
to a member of the Society include references to any administrator,
administrative receiver, committee, curator bonis, executor, liquidator,
manager, personal representative, supervisor or trustee in bankruptcy, or any
other person entitled or bound to administer the affairs of the member concerned.
3. References
in this byelaw:
(a) to an
underwriting agent, include a substitute agent within the meaning of the
Substitute Agents Byelaw (No. 20 of 1983, 300);
(b) to a
managing agent, include a substitute agent appointed to perform any of the
functions of a managing agent;
(c) to a
membersÕ agent, include a substitute agent appointed to carry out any of the
functions of a membersÕ agent.
520. Annual
and Extraordinary General Meetings Byelaw No. 17 of 1996, 14 May 1996
COMMENCEMENT
This
byelaw will come into force on the date on which the Council declares all
reinsurance contracts entered into pursuant to paragraph 4(1) of the
Reconstruction and Renewal Byelaw (No. 22 of 1995) have become unconditional in
all respects. This date was fixed at 30 August 1996 by byelaw No. 39 of 1996.
AMENDMENTS
This
byelaw was amended by:
Annual and
Extraordinary General Meetings (Amendment No. 1) Byelaw (No. 39 of 1996)
Membership,
Council and Committee and Annual and Extraordinary General Meetings (Amendment)
Byelaw (No. 15 of 1998).
EXPLANATORY
NOTE
(This note
is not part of the byelaw)
This
byelaw replaces the Ordinary and Extraordinary General Meetings Byelaw (No. 10
of 1983) and implements the outstanding recommendations of the Report of the
Working Party on Voting Rights and Related Matters relating to the final
capacity-based voting system and a formal procedure for the requisitioning and
notification of membersÕ new and amending resolutions at general meetings.
The
byelaw also implements other procedural and governance reforms, including: the
use of One Lime Street or other appropriate publication to give notice of
general meetings; the enfranchisement of the representatives of deceased and
bankrupt members with ongoing liabilities to the Society; and the inclusion of
express provisions on procedure at general meetings and the powers of the
chairman at such meetings.
This
byelaw will come into force once all reinsurance contracts entered into
pursuant to paragraph 4(1) of the Reconstruction and Renewal Byelaw (No. 22 of
1995) have been declared by the Council to have become unconditional in all
respects.
The Council
of LloydÕs in exercise of its powers under sections 6(2) and 6(4)(d) of, and
paragraph (5) of Schedule 2 to, LloydÕs Act 1982 hereby makes the following
byelaw:
1. Interpretation
and application
(1) The
provisions of Schedule 1 to this byelaw (interpretation) shall have effect.
(2) The
provisions of this byelaw which apply to Extraordinary General Meetings apply
to any meeting convened under section 6(4) of LloydÕs Act 1982 save as
otherwise referred to in sub-paragraphs 4(1), 6(3), 14(1) and 14(9).
2. Annual
General Meetings
(1) An
Annual General Meeting shall be held not later than the end of June of each
year for the purpose of receiving the report and examining the accounts of the
Council and for general purposes.
(2) There
shall be at least 28 days between the day on which notices of the Annual
General Meeting are despatched and the day for which such meeting shall have
been called.
3. Extraordinary
General Meetings
(1) Every
general meeting other than an Annual General Meeting shall be an Extraordinary
General Meeting. An Extraordinary General Meeting shall only be convened:
(a) by a
notice of the Council; or
(b) in
consequence of a membersÕ requisition.
(2) A
membersÕ requisition is a requisition in writing addressed to the Council and
setting out the text of any resolution intended to be proposed:
(a) signed
by:
[(i) members
of the Society numbering not less than the number specified in sub-paragraph
(2A) below;]
(ii) any
number of members to which in the aggregate there is attributable at least [10]
per cent. of Total Capacity; or
(b) made
by way of notice served upon the Council in accordance with section 6(4) of
LloydÕs Act 1982.
[(2A)
The number of members referred to in sub-paragraph (2)(a)(i) above and in
paragraph 5(2)(c) is 1,500 members or, if less, whichever is the greater of:
(a) members
constituting at least 10 per cent by number of the members of the Society; and
(b) 450
members.]
NOTE
(3) An
Extraordinary General Meeting convened by a notice of the Council shall be held
not less than 28 days and not more than 42 days after the day on which notices
of such meeting are despatched.
(4) An
Extraordinary General Meeting requisitioned by members of the Society shall be
convened by the Council within 21 days of receipt of such requisition and shall
be held not more than 29 days after the day on which notices of such meeting
are despatched.
4. Notice
of General Meetings
(1) As
soon as reasonably practicable after receipt of a notice as referred to in
section 6(4) of LloydÕs Act 1982, the Secretary to the Council or other person
authorised by the Council shall post a copy of such notice in the Room. A copy
of such notice shall be sent to each member of the Society at the same time as
the notice referred to in sub-paragraph (2) below.
(2) The
Secretary to the Council or other person authorised by the Council shall give
notice in writing to each member of the Society of every general meeting
(whether Annual or Extraordinary). Such notice shall state:
(a) whether
the general meeting is Annual or Extraordinary; and
(b) the
date, place and time of such meeting (including any satellite meeting place
arranged for the purposes of sub-paragraph 12(1) below, which shall be
identified as such in the notice),
and shall
set out in full the text of all resolutions intended to be proposed at the
meeting. The notice shall include details of any arrangements made pursuant to
sub-paragraph 12(3), making it clear that participation in those arrangements
will not amount to attendance at the meeting to which the notice relates.
(3) Subject
to sub-paragraph (6), a form of proxy prescribed pursuant to sub-paragraph 8(3)
shall be sent with every notice despatched under sub-paragraph (2) above.
(4) The
Secretary to the Council or other person authorised by the Council may, as well
as, or instead of, giving notice under sub-paragraph (2) above, give notice of
any general meeting by placing an advertisement in the publication known as One
Lime Street.
(5) If,
at any time and for any reason, it is not possible to publish an advertisement
in One Lime Street or to convene a general meeting by notices sent through the
post as a result of the suspension or curtailment of postal services, the
Secretary to the Council or other person authorised by the Council may, instead
of giving notice under sub-paragraph (2) above, give notice of any general
meeting by placing an advertisement in at least one daily paper having a
national circulation or at least one daily paper having an international
circulation.
(6) Any
notice given pursuant to sub-paragraph (4) shall be deemed to have been served
on all members who are entitled to receive notice of general meetings on the
day after that on which copies of One Lime Street are posted. The advertisement
shall contain the details referred to in sub-paragraph (2).
(7) Any
notice given pursuant to sub-paragraph (5) shall be deemed to have been served
on all members who are entitled to receive notice of general meetings on the
day when the advertisement appears. Any such advertisement shall contain the
details referred to in sub-paragraph (2).
(8) Where
notice of any general meeting is to be given in the manner referred to in
sub-paragraph (4) or (5) above, a form of proxy prescribed pursuant to
sub-paragraph 8(3) shall be attached to, or sent with, or published in each
copy of One Lime Street or other publication as referred to in sub-paragraph
(5) in which such advertisement appears.
(9) A
member of the Society present, either in person or by proxy, at any meeting of
the Society or of any class of members of the Society shall be deemed to have
received notice of the meeting and, where requisite, of the purposes for which
it was called.
5. Notice
of MembersÕ Resolutions
(1) Following
receipt of a membersÕ resolution requisition in accordance with sub-paragraph
(2), subject to sub-paragraph (5) the Council shall:
(a) give
notice of any membersÕ resolution which may properly be moved and is intended
to be moved at the next Annual General Meeting to each member entitled to
receive notice of that meeting; and
(b) circulate
any statement of not more than one thousand words with respect to the matter
referred to in any proposed resolution or the business to be dealt with at any
general meeting to such members;
at the
expense of the requisitionists (unless the Council otherwise resolves).
(2) A
membersÕ resolution requisition is a requisition in writing addressed to the
Council and setting out the text of the resolution or statement (as
appropriate) which is:
(a) served
upon the Council not less than seven weeks (in the case of a resolution) or
three weeks (in the case of a statement) before the meeting;
(b) accompanied
by a sum reasonably sufficient to meet the CouncilÕs expenses in giving effect
to it; and
(c) signed
by [members numbering not less than the number specified in paragraph 3(2A)] or
by any number of members to which in the aggregate there is attributable at
least [10] per cent. of Total Capacity.
NOTE
(3) Notice
of any membersÕ resolution shall be given, and any such statement shall be
circulated, to members of the Society entitled to receive it, by serving a copy
of the resolution or statement on each such member in any manner permitted for
service of notice of the meeting. For compliance with this sub-paragraph (3),
the copy must be served in the same manner and (so far as practicable) at the
same time as the notice of the meeting. Where it is not practicable for it to
be served at the same time, it must be served as soon as reasonably practicable
thereafter.
(4) If,
after receipt of a membersÕ resolution requisition, an Annual General Meeting
is convened for a date seven weeks or less after the requisition has been
served, the requisition (though not served within the time required by
sub-paragraph (2) above) is deemed properly served for the purposes of that
sub-paragraph.
(5) The
Council shall not be bound to circulate a statement under sub-paragraph (1)
above if it is reasonably satisfied that the statement contains defamatory
matter.
(6) A
membersÕ resolution may not be proposed at any general meeting (whether Annual
or Extraordinary) otherwise than in accordance with paragraph 3 or this
paragraph 5.
6. Representation
of Deceased, Bankrupt or Insolvent Members
(1) Subject
to sub-paragraphs (2), (3) and (4) below, the provisions of this byelaw shall
apply as if any reference to members included reference to:
(a) any
executor or personal representative of any deceased member; and
(b) any
administrator, administrative receiver, liquidator, trustee in bankruptcy or
analogous officer of any former member who has ceased to be a member under
paragraph 46 of the Membership Byelaw (No. 17 of 1993, 111);
who has
produced such evidence as the Council, the Secretary to the Council or other
person authorised by the Council, may properly require as to his position as
such, has provided an address for the service of any form, ballot paper, notice
or other documentation and who has informed the Council in writing that he
wishes to receive notices of, and attend and vote at, any general meeting.
(2) The
provisions of this byelaw shall not apply to any executor, personal
representative, administrator, administrative receiver, liquidator, trustee in
bankruptcy or analogous officer of any former member referred to in
sub-paragraph (1) above, if:
(a) all
years of account of every syndicate of which the deceased member or bankrupt or
insolvent former member concerned was a member have closed by reinsurance to
close; or
(b) in
the case of a bankrupt or insolvent former member, the adjudication of
bankruptcy, or adjudication or declaration of insolvency, or insolvency event
has been set aside on appeal or otherwise, or the CouncilÕs declaration of
cessation of membership has been set aside on appeal under the Appeal Tribunal
Byelaw (No. 18 of 1995).
(3) Sub-paragraph
(1) above shall not apply in respect of any provision of this byelaw or any act
done pursuant thereto relating to any general meeting convened under section
6(4) of LloydÕs Act 1982.
(4) Evidence
to the satisfaction of the Council, the Secretary to the Council or other
person authorised by the Council of the authority of the person claiming to
exercise the right to vote conferred by virtue of this paragraph shall be
deposited with the Secretary to the Council or other person authorised by the
Council at such address as the Council shall specify not less than 48 hours
before the time appointed for holding the meeting or adjourned meeting at which
the right to vote is to be exercised and in default the right to vote shall not
be exercisable.
(5) Every
person referred to in sub-paragraph (1) above shall be bound by any notice duly
given to the deceased member or bankrupt or insolvent former member from whom
he derives his authority.
(6) For
the purposes of paragraph 14(7), the person referred to in sub-paragraph (1)
above shall have the number of votes which the deceased member or bankrupt or
insolvent former member from whom he derives his authority would have had at
the relevant time, if such member had not died or become bankrupt or insolvent
(as the case may be).
(7) Where:
(a) any
administrator, administrative receiver, liquidator or analogous officer by law
entitled or bound to administer the affairs of a corporate member has been
appointed and such appointment subsists; and
(b) the
Council has not declared the membership of that corporate member to have ceased
under paragraph 46 of the Membership Byelaw (No. 17 of 1993, 111);
the
provisions of sub-paragraph 7(2) shall apply as if reference therein to the
person authorised under sub-paragraph 7(1) to act as the corporate memberÕs
representative at any general meeting were to the person referred to in
sub-paragraph (a) above who has produced such evidence as the Council, the
Secretary to the Council or other person authorised by the Council, may
properly require as to his position as such, has provided an address for
service of any form, ballot paper, notice or other documentation and who has
informed the Council in writing that he wishes to receive notices of, and
attend and vote at, any general meeting.
(8) Evidence
to the satisfaction of the Council, the Secretary to the Council or other
person authorised by the Council of the authority of the person referred in
sub-paragraph (7)(a) above shall be deposited with the Secretary to the Council
or other persons authorised by the Council at such address as the Council shall
specify not less than 48 hours before the time appointed for holding the
meeting or adjourned meeting at which the right to vote on the corporate
memberÕs behalf is to be exercised and in default the right to vote shall not
be exercisable.
(9) The
person referred to in sub-paragraph (7)(a) above shall be bound by any notice
duly given to the corporate member in respect of which he has been appointed.
7. Representation
of Corporate Members
(1) A
corporate member may authorise such person as it thinks fit to act as its representative
at any general meeting by resolution of its directors or other governing body.
(2) A
person so authorised shall, if present at a general meeting to represent that
corporate member, be treated for the purposes of paragraphs 10, 13 and 14 as a
member of the Society.
(3) Evidence
of authorisation, giving the name and title of the individual authorised to
attend the meeting and vote on the corporate memberÕs behalf, must be lodged
with the Secretary to the Council or other person authorised by the Council not
less than 48 hours before the time of the meeting in question. If evidence of
authorisation is not lodged in accordance with the provisions of this
sub-paragraph, the person authorised shall not be entitled to attend the
meeting.
(4) Where
a corporate member votes on a resolution, the votes exercisable by that member
may be cast for or against, or some for and some against, the resolution at the
memberÕs discretion.
8. Proxies
(1) The
provisions of this paragraph shall apply to every general meeting.
(2) A
member of the Society is entitled to appoint another member of the Society (but
no other person) as his proxy to attend and vote instead of him.
(3) An
instrument appointing a proxy for use at a general meeting shall be in such form
and shall be signed or executed in such manner as the Council or the Secretary
to the Council or other person authorised by the Council may from time to time
prescribe or allow.
(4) The
instrument appointing a proxy and any authority under which it is executed or a
copy of such authority duly certified in a manner approved by the Council shall
be lodged with the Secretary to the Council or other person authorised by the
Council at such address as the Council shall specify:
(a) not
less than 48 hours before the time for holding the meeting or adjourned meeting
at which it is to be used or, if two or more meetings under this byelaw or
paragraph 3 of the Membership, Central Fund and Subscriptions (Miscellaneous
Provisions) Byelaw (No. 16 of 1993, 514) are to be held on the same day and the
Council so prescribes, a period of 48 hours before the first of such meetings;
or
(b) in
the case of a ballot taken more than 48 hours after it is demanded, not less
than 24 hours before the time appointed for taking the ballot; or
(c) in
the case of a ballot taken not more than 48 hours after it is demanded, at the
meeting at which the ballot is demanded.
An
instrument of proxy which is not so lodged shall be invalid. The Council may,
in such cases and on such conditions as it may from time to time specify, allow
the instrument appointing a proxy and a duly certified copy of any authority
under which it is executed to be returned to the Secretary to the Council or
other person authorised by the Council by means of facsimile transmission. The
Council may also confer on the Secretary to the Council or such other person
authority to accept such an instrument and duly certified copy returned by
facsimile transmission in any other case.
(5) The
appointment of a proxy shall not preclude a member attending the meeting and
voting in person but if the member votes in person the proxy shall not be
entitled to vote on behalf of the member.
(6) An
instrument appointing a proxy shall be deemed to include the right to demand or
join in demanding a ballot and the right to speak at a meeting, but shall not
be deemed to include the right to vote on a show of hands. The instrument of
proxy shall also be deemed to confer authority to vote on any amendment of a
resolution put to the meeting for which it is given, and on any resolution in
respect of which the proxy has not received specific instructions, as the proxy
thinks fit. The instrument of proxy shall, unless the contrary is stated
therein, be valid for any adjournment of the meeting as well as for the meeting
to which it relates.
(7) A
vote given or ballot demanded by proxy or by the duly authorised representative
of a corporation shall be valid even if the authority of the person voting or
demanding a ballot has been terminated unless notice of the termination was
received by the Secretary to the Council or other person authorised by the
Council at the place at which the instrument of proxy was duly deposited at
least three hours before the commencement of the meeting or adjourned meeting
at which the vote is given or the ballot demanded or (in the case of a ballot
taken otherwise than on the same day as the meeting or adjourned meeting) the
time appointed for taking the ballot.
9. Service
of Forms, Ballot Papers, Notices and Documents etc.
(1) Any
form, ballot paper, notice or other documentation required under this byelaw to
be sent to the members of the Society by the Secretary to the Council or other
person authorised by the Council shall be deemed to have been properly sent if
it is either delivered personally or sent by post in a prepaid enveloped to an
individual member of the Society at his last known place of business or abode
or to a corporate member at its registered or principal office.
(2) Proof
that an envelope containing any form, ballot paper, notice or other
documentation was properly addressed, prepaid and posted shall be conclusive
evidence that such form, ballot paper, notice or other documentation was
properly sent.
(3) A
notice sent by post shall be deemed to be given and any form, ballot paper or
other documentation shall be deemed to be received:
(a) if
sent by first class post from an address in the United Kingdom or another
country to another address in the United Kingdom or, as the case may be, that
other country, on the day following that on which the envelope containing it
was posted;
(b) if
sent by airmail from an address in the United Kingdom to an address outside the
United Kingdom, on the day following that on which the envelope containing it
was posted; and
(c) in
any other case, on the second day following that on which the envelope
containing it was posted.
(4) Unless
the Council shall otherwise determine, neither the proceedings at any general
meeting nor the result of a ballot under this byelaw shall be invalidated by:
(a) any
accidental omission of the Secretary to the Council or other person authorised
by the Council to send any form, ballot paper, notice or other documentation to
any member of the Society or to attach any form of proxy to, send it with or
publish it in any copy of One Lime Street or a publication as referred to in
sub-paragraph 4(5);
(b) the
non-receipt by any member of the Society of any such form, ballot paper, notice
or other documentation; or
(c) any
accidental error in any form, ballot paper, notice or other documentation.
(5) If
the Council is advised that the sending of any form, ballot paper, notice or
other documentation referred to in sub-paragraph (1) above to any address not
within the United Kingdom would contravene the law of any country or territory
outside the United Kingdom or any requirement of any government, statutory or
regulatory body or court outside the United Kingdom, such form, ballot paper,
notice or other documentation need not be sent to any such address, provided
that:
(a) if a
member to whom a form, ballot paper, notice or other documentation (as
appropriate) is not sent in accordance with this sub-paragraph (5) has given to
the Secretary to the Council or other person authorised by the Council an
address within the United Kingdom at which any form, ballot paper, notice or
other documentation may be sent to him he shall be entitled to have any form,
ballot paper, notice or other documentation sent to him at that address;
(b) if
such a member has not given an address within the United Kingdom at which any
form, ballot paper, notice or other documentation may be sent to him, any form,
ballot paper, notice or other documentation shall be made available to him by
causing the form, ballot paper, notice or other documentation to be published,
or by causing a notice specifying where a copy of the form, ballot paper,
notice or other documentation can be obtained to be published, in at least one
daily newspaper having a national circulation in the United Kingdom.
10. Quorum
(1) The
quorum of members of the Society necessary for the holding of a general meeting
shall be:
(a) 100
members present in person or by proxy; or
(b) the
number of members present in person or by proxy to which in the aggregate there
is attributable at least one per cent of the total Capacity attributable to all
members entitled to attend and vote at the meeting.
(2) If
such a quorum is not present within half an hour from the time appointed for
the meeting, or if during a meeting such a quorum ceases to be present, the
meeting, if convened on the requisition of members, shall be dissolved, and in
any other case shall stand adjourned to such time and place as the chairman of
the meeting may determine. If at the adjourned meeting a quorum is not present
within fifteen minutes after the time appointed for holding the meeting, the
meeting shall be dissolved.
11. Chairman
(1) The
chair at a general meeting shall be taken by the Chairman of LloydÕs or a
Deputy Chairman of LloydÕs or, in his absence, by a person being a member of
the Council appointed by the Council to take the chair at such general meeting.
(2) The
provisions of this byelaw relating to any powers of the chairman shall apply
without prejudice to any powers of the chairman implied by general law.
12. Proceedings
at General Meetings
(1) The
Council may decide to enable members entitled to attend a general meeting to do
so by simultaneous attendance and participation at a satellite meeting place
anywhere in the world. The members present in person or by proxy at satellite
meeting places shall be counted in the quorum for, and be entitled to vote at,
the general meeting in question. That meeting shall be duly constituted and its
proceedings shall be valid provided that the chairman of the general meeting is
satisfied that adequate facilities are available throughout the general meeting
to ensure that members attending at all the meeting places are able to:
(a) participate
in the business for which the meeting has been convened;
(b) hear
and see all persons who speak (whether by the use of microphones, loudspeakers,
audio-visual communications equipment or otherwise) in the principal meeting
place and any satellite meeting place; and
(c) be
heard and seen by all other persons so present in the same way.
The
chairman of the general meeting shall be present at, and the meeting shall be
deemed to take place at, the principal meeting place.
(2) If
it appears to the chairman of the general meeting that the facilities at the
principal meeting place or any satellite meeting place have become inadequate
for the purposes referred to in sub-paragraph (1) above, then the chairman may,
without the consent of the meeting, interrupt or adjourn the general meeting.
All business conducted at the general meeting up to the time of such
adjournment shall be valid.
(3) The
Council may make arrangements for persons entitled to attend a general meeting
to be able to view and/or hear the proceedings of any general meeting and/or to
speak at the meeting (whether by the use of microphones, loudspeakers,
audio-visual communications equipment or otherwise), by attending a venue
anywhere in the world not being a satellite meeting place. Those attending any
such venue shall not be regarded as present and shall not be entitled to vote
at the meeting at or from that venue. The inability for any reason of any
member present in person or by proxy at such a venue to view and/or hear all or
any of the proceedings of the meeting and/or to speak at the meeting shall not
in any way affect the validity of such proceedings.
(4) The
Council may make arrangements for persons not entitled to attend a general
meeting to be able to view and/or hear the proceedings of any general meeting
by attending a venue or venues specified by the Council.
(5) For
the purposes of sub-paragraph (1) above, the right of a member to participate
in the business of any general meeting shall include, without limitation, the
right to speak, vote on any show of hands, vote on any ballot, be represented
by a proxy, and have access to all documents which are required to be made
available at the meeting.
(6) The
chairman of any general meeting may make any reasonable arrangement and impose
any requirement or restriction he reasonably considers appropriate to ensure
the security and orderly conduct of a general meeting including, without
limitation, requirements for those attending the meeting to produce evidence of
their identity, searches of personal property and restrictions on items that
may be taken into the meeting place, and shall be entitled to refuse entry to a
person who refuses to comply with such arrangements, requirements or
restrictions.
(7) The
chairman of the meeting may at any time with the consent of any general meeting
at which a quorum is present (and shall if so directed by the meeting) adjourn
the meeting to another time or place (or indefinitely). In addition (and
without prejudice to the chairmanÕs power to adjourn a meeting conferred by
sub-paragraph (2) above), the chairman may at any time, without the consent of
the meeting, adjourn the meeting to another time or place or (subject as
specified below) indefinitely if it appears to the chairman that:
(a) the
number of persons present or wishing to attend cannot be conveniently
accommodated in the place or places appointed for the meeting;
(b) the
unruly behaviour of any persons attending the meeting prevents or is likely to
prevent the orderly conduct of the business of the meeting; or
(c) an
adjournment is otherwise necessary so that the business of the meeting may be
properly conducted; or
(d) as a
result of a material change in circumstances since the despatch of the notice
convening the meeting it is expedient in the interests of the Society that the
business for which the meeting has been convened should not be proceeded with
at the time for which the meeting has been convened. A meeting adjourned under
this sub-paragraph (d) shall be adjourned until such time as members of the
Society have been adequately informed about the relevant material change in
circumstances.
No business
may be conducted at any adjourned meeting other than business left unfinished
at the meeting from which the adjournment took place.
(8) Any
such adjournment may be for such time and/or to such other place (or, in the
case of a meeting held at a principal meeting place and a satellite meeting
place, such other places) as the chairman of the meeting may, in his absolute
discretion determine, notwithstanding that by reason of such adjournment some
members may be unable to be present at the adjourned meeting. Any such member
may nevertheless execute a form of proxy for the adjourned meeting, which, if
delivered by him to the chairman or the Secretary, shall be valid even though
it is given at less notice than would otherwise be required by this byelaw.
When a meeting is adjourned for 30 days or more or for an indefinite period, at
least seven daysÕ notice shall be given specifying the time and place (or
places, in the case of a meeting to which sub-paragraph 12(1) or 12(3) applies)
of the adjourned meeting and the general nature of the business to be
transacted. Otherwise it shall not be necessary to give any notice of an
adjournment or of the business to be transacted at an adjourned meeting.
(9) No
amendment to a resolution may be considered or voted upon (other than a mere
clerical amendment to correct a patent error) unless either:
(a) notice
of the text of the amendment and the intention to move it has been served upon
the Council at least 48 hours before the date of the meeting or adjourned
meeting at which the resolution is to be proposed and the amendment relates to
the subject matter of the resolution proposed to be amended; or
(b) the
chairman of the meeting, in his absolute discretion, decides that the amendment
may be considered and voted on.
If an
amendment shall be proposed to any resolution under consideration but shall in
good faith be ruled out of order by the chairman of the meeting, the
proceedings on the substantive resolution shall not be invalidated by any error
in such ruling. With the consent of the chairman of the meeting, an amendment
may be withdrawn by its proposer before it is voted upon.
(10) The
chairman of the meeting may permit questions from the floor. The chairman shall
ensure that discussion of any proposed resolution is kept within reasonable
bounds and may prohibit further consideration of a particular matter once, in
his reasonable opinion, such matter has been sufficiently debated and a fair cross-section
of views has been heard.
(11) Any
motion or point of order shall (unless the chairman of the meeting, in his
absolute discretion, otherwise permits) be submitted in writing to the chairman
of the meeting in accordance with the procedures determined by him.
13. Attendance
and Voting
(1) No
one but a member of the Society or of the Council shall be present, speak or
take part in proceedings at an Annual or Extraordinary General Meeting without
permission of the Chairman of LloydÕs or a Deputy Chairman of LloydÕs or the
chairman of the meeting.
(2) No
one but a member of the Society shall vote in any proceedings at an Annual or
Extraordinary General Meeting.
(3) Subject
to sub-paragraph 14(9), unless a ballot is duly demanded a declaration by the
chairman of the meeting that a resolution has been carried, or carried
unanimously, or by a particular majority, or lost, or not carried by a
particular majority and an entry to that effect in the record of proceedings of
the meeting shall be conclusive evidence of the fact without proof of the
number or proportion of the votes recorded in favour of or against the
resolution.
14. Voting
and Ballot
(1) A
resolution proposed at a general meeting convened under section 6(4) of LloydÕs
Act 1982 shall be decided upon by a ballot of those members of the Society who
are qualified to attend and vote at the meeting and such members may cast their
votes in person or by proxy.
(2) A
resolution brought forward at a general meeting other than a meeting referred
to in sub-paragraph (1) above shall be decided on a show of hands unless
before, or at the declaration of the result of, the show of hands a ballot of
the members is called for by:
(a) the
chairman of the meeting;
(b) not
less than 50 individual members; or
(c) a
corporate member to which, or corporate members to which in the aggregate,
there is attributable not less than two per cent. of the total Capacity
attributable to all the corporate members which are entitled to attend and vote
at the meeting.
A demand by
a person as proxy for a member shall be the same as a demand by the member. Any
such ballot shall be taken at the end of the meeting or at such other time as
the chairman of the meeting may direct and shall be taken in such manner as the
chairman shall direct.
(3) Any
demand for a ballot may, with the consent of the chairman, be withdrawn before
the ballot is taken. A demand so withdrawn shall not be taken to have
invalidated the result of a show of hands declared before the demand was made.
If the demand for a ballot is withdrawn, the chairman or any other member or
members entitled may demand a ballot.
(4) A
demand for a ballot shall not prevent the meeting continuing to transact any
business other than the question on which the ballot was demanded. If a ballot
is demanded before the declaration of the result of a show of hands and the
demand is duly withdrawn, the meeting shall continue as if the demand had not
been made.
(5) No
notice need be given of a ballot not taken at the end of the meeting if the
time and place at which it is to be taken are announced at the meeting at which
it is demanded. In any other case at least seven daysÕ notice shall be given to
all members specifying the time and place at which the ballot is to be taken.
(6) A
ballot may be called for the chairman of the meeting whenever, in his absolute
discretion, he thinks it appropriate, including (without limitation) if:
(a) he
has reason to believe that the result on a ballot would be different from that
on a show of hands;
(b) he
considers that the result on a show of hands is unrepresentative; or
(c) he
considers the matter to be of such significance that it is appropriate to put
it to a vote of the full membership of the Society.
(7) In
any ballot held under [sub-paragraph (1) above, each member shall have one
vote. In any ballot held under sub-paragraph (2) above, each member shall have
one vote for every £500,000 or part of £500,000 of Capacity attributable to
that member.]
NOTE
(8) The
Secretary to the Council may issue a certificate stating the voting entitlement
of any member in relation to any general meeting. Any such certificate shall be
conclusive evidence of the voting entitlement of the member to which it
relates.
(9) The
Secretary to the Council or other person authorised by the Council shall
announce the result of a ballot held at a general meeting convened under
section 6(4) of LloydÕs Act 1982 by posting in the Room a notice specifying the
resolution and whether or not:
(a) such
resolution has been passed by a majority of members voting in person or by
proxy; and
(b) the
number of members voting in favour of such resolution represents at least one
third of the total membership of the Society.
Such notice
shall state whether or not the byelaw, or amendment to or revocation of, the
byelaw to which the resolution relates has been revoked or annulled (as the
case may be).
(10) If
any votes are counted which ought not to have been counted, or might have been
rejected, the error shall not vitiate the result of the voting unless it is
pointed out at the same meeting, or at any adjournment thereof and, in the
opinion of the chairman of the meeting, it is of sufficient magnitude to
vitiate the result of the voting.
(11) No
objection shall be raised to the qualification of any voter except at the
meeting or adjourned meeting or ballot at which the vote objected to is
tendered. Every vote not disallowed at such meeting shall be valid and every
vote not counted which ought to have been counted shall be disregarded. Any
objection made in due time shall be referred to the chairman whose decision
shall be final and conclusive.
15. Record
of Proceedings
(1) Books
(whether bound or in loose-leaf form) recording the proceedings of general
meetings shall be kept. Such books shall be open to the inspection of any
member of the Society on application to the Council.
(2) A
copy of each such notice referred to in sub-paragraph 14(9) above shall be
maintained with the books of the proceedings of the Council.
16. Scrutineers
(1) At
any ballot:
(a) held
pursuant to sub-paragraph 14(1) above; or
(b) otherwise
ordered by the Council not being a ballot to elect members of the Council,
the Council
shall appoint persons as scrutineers to take the vote and report the result.
(2) At
any ballot held at a general meeting pursuant to sub-paragraph 14(2) above the
chairman of the meeting shall appoint one or more persons present as
scrutineers to take the vote and report the result.
(3) In
reporting the result of any ballot the scrutineers shall state the number of
votes cast for and against the resolution.
(4) Remuneration
of scrutineers shall be at the discretion of the Council.
17. Revocation
and Amendments
The
provisions of Schedule 2 to this byelaw (revocation and amendments) shall have
effect.
18. Commencement
This
byelaw shall come into force on [30 August 1996].
NOTE
Schedule
1ÑInterpretation
1. In
this byelaw:
ÒCapacityÓ
in relation to a member means the aggregate of:
(i) that
memberÕs allocated overall premium limit (if any) for the year of account
corresponding to the calendar year in which the ballot is taken; save that, in
the case of a general meeting held in January in any year, the amount to be
taken into account for the purpose of this sub-paragraph (i) shall be the
memberÕs overall premium limit for that year of account;
(ii) that
memberÕs allocated overall premium limit (if any) for the two years of account
preceding the year in which the ballot is taken; and
(iii) that
memberÕs memberÕs syndicate premium limit (if any) attributable to any run-off
account ascertained at the date by which copies of the relevant syndicate
annual reports are required to be sent to relevant membersÕ agents under
paragraph 16(2) of the Syndicate Accounting Byelaw (No. 18 of 1994, 326) [;
provided that if between such date and the election day such run-off account is
closed, the memberÕs memberÕs syndicate premium limit (if any) attributable to
that run-off account shall not be taken into account for the purposes of this
definition].
NOTE
2. For
the purposes of the definition in paragraph 1 above:
Òallocated
overall premium limitÓ means, in relation to a member, the sum of his memberÕs
syndicate premium limits for the time being;
ÒmemberÕs
syndicate premium limitÓ means, in relation to an underwriting member, the
limit for the time being prescribed on the amount of insurance business
allocable to a particular year of account which is to be underwritten on the
memberÕs behalf through a particular syndicate, such limit being expressed as
the maximum permissible amount of his memberÕs syndicate premium income
allocable to that year of account;
Òoverall
premium limitÓ means, in relation to an underwriting member, the limit for the
time being prescribed on the amount of insurance business which is to be
underwritten on his behalf from time to time, such limit being expressed as the
maximum permissible amount of his premium income allocable to any year of
account;
Òrun-off
accountÓ means a year of account which has not been closed as at the date at
which it would normally have been closed in accordance with the policies and
practices generally adopted in respect of the syndicate concerned.
3. For
the purposes of the definitions in paragraph 2 above:
ÒmemberÕs
syndicate premium incomeÓ means premium income of a member of a syndicate
arising out of insurance business underwritten through that syndicate;
Òpremium
incomeÓ means, in relation to an underwriting member, the aggregate of the
premiums credited to him less, or net of qualifying reinsurance premiums,
brokerage, discount, commission, any tax charged upon or any monies withheld
from a premium by or on behalf of any statutory, governmental, state,
provincial or local government authority, body or official and any premium
returned to an assured.
4. In
this byelaw:
ÒTotal
CapacityÓ means the total Capacity attributable to all members of the Society
who, at the date of the relevant requisition, have a right to attend and vote
at the meeting to which that requisition relates.
Schedule
2ÑRevocation and Amendments
[These have
been made on the byelaws in question]
521.
Council and Committee Byelaw No. 18 of 1996, 14 May 1996
COMMENCEMENT
This
byelaw will come into force on the date on which the Council declares that all
reinsurance contracts entered into pursuant to paragraph 4(1) of the
Reconstruction and Renewal Byelaw (No. 22 of 1995) have become unconditional in
all respects. By byelaw No. 38 of 1996, this date was changed to 30 August
1996.
AMENDMENTS
This
byelaw was amended by:
Council and
Committee (Amendment No. 1) Byelaw (No. 38 of 1996)
Council and
Committee (Amendment No. 2) Byelaw (No. 43 of 1996)
Council and
Committee (Amendment No. 3) Byelaw (No. 4 of 1997)
Council and
Committee (Amendment No. 4) Byelaw (No. 27 of 1997)
Membership,
Council and Committee and Annual and Extraordinary General Meeting (Amendment)
Byelaw (No. 15 of 1998)
Council and
Committee (Amendment No. 6) Byelaw (No. 18 of 1998)
Council and
Committee (Amendment No. 7) Byelaw (No. 14 of 2000)
Annual
Subscribers Byelaw (No. 15 of 2000)
Council and
Committee (Amendment No. 8) Byelaw (No. 5 of 2001).
EXPLANATORY
NOTE
(This note
is not part of the byelaw.)
This
byelaw replaces the Council and Committee Byelaw (No. 7 of 1992) and implements
the outstanding recommendations of the Report of the Working Party on Voting
Rights and Related Matters relating to the final capacity-based voting system
for Council elections.
The
byelaw also implements other Council election and governance reforms,
including; the use of One Lime Street or other appropriate publication to give
notices of elections; the power for Council to conduct its business by
telephone and by unanimous written consent; the inclusion of an express
prohibition on Council and Board members endorsing candidates for election; and
the inclusion of an express provision on how documents may be executed on
behalf of the Society.
This
byelaw will come into force once all reinsurance contracts entered into
pursuant to paragraph 4(1) of the Reconstruction and Renewal Byelaw (No. 22 of
1995) have been declared by the Council to have become unconditional in all
respects.
The Council
of LloydÕs in exercise of its powers under sections 3 and 6(2) of, and
paragraph (6) of Schedule 2 to, LloydÕs Act 1982 hereby makes the following
byelaw:
1. Number
and Membership of the Council
(1) The
maximum number of the members of the Council shall be [[18]] and shall comprise
six working members of the Council, [[six]] external members of the Council and
six nominated members of the Council.
(2) [[Subject
to sub-paragraph (5) below, of]] the external members, [there shall be
designated as ÒCÓ external members the number specified in sub-paragraph (3)],
elected in accordance with this byelaw from among candidates for election
nominated by corporate external members of the Society in accordance with
sub-paragraph 7(1) of this byelaw.
[(3) The
number of ÒCÓ external members referred to in sub-paragraph (2) shall be:
(a) for
1997, one member;
(b) from
1 January 1998, two members.]
[[(c) from 1 February
1999 such number of members as is determined in accordance with sub-paragraph
(4) below.]]
[[(4)
The number of members referred to in sub-paragraph (3)(c) above shall be
determined by reference to the proportion which the Total Corporate Capacity
bears to the Total External Capacity in accordance with the following table:
Proportion
of Total Corporate Capacity to Total External Capacity Number of "C"
external members
Not more
than 5 per cent None
More than 5
per cent but not more than 10 per cent One
More than
10 per cent but not more than 36 per cent Two
More than
36 per cent but not more than 64 per cent Three
More than
64 per cent but not more than 90 per cent Four
More than
90 per cent but not more than 95 per cent Five
More than
95 per cent Six
(5) Notwithstanding
any other provision of this byelaw, no external member of the Council shall
vacate office by reason only of the fact that the proportion of Total Corporate
Capacity to Total External Capacity at any time during his term of office
differs from that which applied to the election at which he was elected to
membership of the Council.
(6) At
any election at which there is a vacancy for an external member of the Council:
(a) the
number of vacancies (if any) available to be filled by ÒCÓ external members of
the Council shall be determined by taking the total number of ÒCÓ external
members who would be due to serve at the beginning of the prospective term of
office of the members to be elected if that number were determined in
accordance with sub-paragraph (4) without reference to sub-paragraph (5), and
subtracting from it the number of actual ÒCÓ external members whose current
term of office will not have expired at or before the commencement of that prospective
term of office;
(b) the
number of vacancies (if any) available to be filled at any election by external
members of the Council who are not ÒCÓ external members shall be the total
number of vacancies for external members of the Council less the number of
vacancies for ÒCÓ external members determined in accordance with (a) above.
(7) During
the months of January 1999, January 2000 and January 2001:
(a) the
number of members of the Council shall be reduced by the aggregate number of
working and external members of the Council whose term of office expired on the
immediately preceding 31 December;
(b) the
number of working members of the Council shall be reduced by the number of
working members whose term of office expired on the immediately preceding 31
December; and
(c) the
number of external members of the Council shall be reduced by the number of
external members whose term of office expired on the immediately preceding 31
December.]]
NOTE
2. Election
of Working Members
The
election of the working members shall be from among [the working] members of
the Society by postal ballot of those members of the Society whose names are
shown in Part I of the Register referred to in Schedule I to LloydÕs Act 1982
as working members of the Society on the date on which notice of such election
is given. Such postal ballot shall close on a date in [[December or January in
each year prescribed by the Council (the Òelection dayÓ).]]
NOTE
3. Election
of External Members
The
election of the external members shall be from among the external members of
the Society by postal ballot of those members of the Society whose names are
shown in Part II of the Register referred to in Schedule 1 to LloydÕs Act 1982
as external members of the Society on the date on which notice of such election
is given. Such postal ballot shall close on the election day.
[3A. Limitation
of eligibility of connected individuals and corporate members
(1) Notwithstanding
any other provision of this byelaw;
(a) [[an
external member of the Society]] is not eligible as a member of the Council if
it would serve as a member at the same time as a working member with which it
is connected;
(b) a
working member of the Society is not eligible as a member of the Council if he
would serve as a member at the same time as [an external member] with which he
is connected.
(2) If
[[an external member]] and a working member of the Society are nominated for
the same election in circumstances where sub-paragraph (1) above applies (or
would apply if both were elected), the nomination of one of them shall be
withdrawn. In default of agreement between the members concerned, the identity
of the member whose nomination is withdrawn shall be determined by lot by the
Secretary to the Council and such determination shall be final and binding for
all purposes of this byelaw.]
[[(3) If
a working member and an external member become connected during their
respective terms of office, one of them shall vacate office at the 31 January
next following the date on which they become so connected.
(4) The
members concerned may, not later than one month after they become so connected
(or, if earlier, the 31 January referred to in sub-paragraph (3) above) agree
between themselves which of them is to vacate office under this paragraph. If
they do so agree, they shall forthwith notify the Secretary to the Council.
(5) If
the members concerned do not so agree, the member to vacate office shall be the
one whose term of office is due to expire the later; but if their terms of
office are due to expire at the same time, the identity of the member who is to
vacate office shall be determined by lot by the Secretary to the Council.
(6) Any
agreement made and notified to the Secretary to the Council under sub-paragraph
(4) above and any determination made by lot under sub-paragraph (5) above shall
be final and binding for all purposes of this byelaw.]]
NOTES
[3B. Resignation
to Make Way for Connected Candidate
(1) This
paragraph applies whereÑ
(a) a
person who proposes to offer himself for election to the Council (the
Òconnected candidateÓ) is connected with an existing member of the Council (the
Òincumbent memberÓ); and
(b) the
term of office of the incumbent member will, unless previously terminated,
continue beyond the date at which those elected to membership at the relevant
election will take office.
(2) The
incumbent member may, not later than the date prescribed as the date by which
nomination forms are to be lodged in accordance with paragraph 9(2), give to
the Secretary to the Council notice in writing of his resignation from office,
expressed to take effect immediately before the members elected at the relevant
election take office.
(3) A
notice of resignation under sub-paragraph (2) above may be expressed to take
effect only in the event of the connected candidateÕs being elected. A notice
so expressed is in this paragraph referred to as a Òcontingent notice of
resignationÓ.
(4) If
a contingent notice of resignation is givenÑ
(a) the
connected candidate may be nominated, and is eligible, in the relevant
election; and
(b) if
the connected candidate is elected, the incumbent member shall vacate office by
virtue of the contingent notice of resignation immediately before the connected
candidate takes office.
(5) If
the incumbent member vacates office under sub-paragraph (4)(b) above, the
person who received the highest number of votes out of those who stood for
election at the relevant election in the same category of membership of the
Council as the incumbent member and who were not elected (or, if there is only
one such person, that person) shall be treated as having been elected to fill
the vacancy created by the incumbent memberÕs resignation and shall accordingly
become a member of the Council for the unexpired portion of the term of office
of the incumbent member: provided that, if there is no such person who stood
for election and was not elected, the vacancy may be filled as a casual vacancy
under paragraph 20.
(6) For
the purposes of sub-paragraph (5) above ÒCÓ external members shall be treated
as falling within a different category of membership from other external
members.]
NOTE
4. Appointment
of Nominated Members
(1) The
appointment of a nominated member shall be by special resolution of the
Council, but no such appointment shall take effect unless and until confirmed
by the Governor for the time being of the Bank of England.
(2) A
person who is a member of the Society or an annual subscriber [É] shall not be
eligible for appointment as a nominated member.
NOTE
5. Notice
of Election
(1) The
Council shall give not less than sixty daysÕ notice of a ballot for the
election of a member of the Council by posting in the Room and by notice in
writing to each member of the Society [who is a member of the Society at the
date of such notice] addressed to such memberÕs last known place of business or
abode [: provided that notice need not be given to an external member who has
no Capacity in relation to the relevant ballot] [[or to an ineligible working
member]].
NOTE
(2) Such
notice shall state:
(a) that
the object of the ballot is to elect working members or external members as the
case may be;
(b) the
number of working members or external members (distinguishing between any ÒCÓ
external member and any other external member) to be elected;
(c) the
place or places at which nomination forms can be obtained; and
(d) the
dates and time by which nominations for such elections are to be received in
order to be valid.
[(2A) If,
on the date of despatch of notice of the election, the precise number of
working members or external members to be elected is for any reason uncertain,
the notice shall additionally state that:
(a) such
number is unknown and additional vacancies may arise; and
(b) members
of the Society to whom the notice of election is being sent shall be notified
of the number of such additional vacancies no later than the date on which
ballot papers are to be sent to members of the Society in accordance with
sub-paragraph 11(1).]
NOTE
[(2AA) If
by the date of despatch of the notice of the election an incumbent member has
given a contingent notice of resignation under paragraph 3B, the notice shall
state that fact and shall include an explanation of the effect of the
provisions of that paragraph.]
NOTE
[(2B) The
Council may make such ancillary directions as to the way in which the ballot
shall be held as it, in its discretion, thinks fit. Such directions may,
without limitation, include the method for determining which candidates shall
be elected to the various vacancies and, if the Council makes a direction in
accordance with sub-paragraph 20(3), the way in which the ballot for the casual
vacancy is to be combined with the other ballot to be held on the election day.
Without prejudice to sub-paragraph 20(4)(e), the Council shall describe the
effect of any such directions in at least one of the following:
(a) if
notice of a ballot is given in writing, in such notice; or
(b) [É]
(c) if
notice of a ballot is given by placing an advertisement in a newspaper in accordance
with sub-paragraph 5(4), in such advertisement; or
(d) if
notice of nomination is given by sending out a ballot paper and particulars of
each candidate, in such ballot paper or particulars; or
(e) [É]
NOTE
(3) [É]
(4) If,
at any time and for any reason, it is not possible [É] to give notice of a
ballot for the election of a member of the Council by notices sent through the
post as a result of the suspension or curtailment of postal services, the
Secretary to the Council or other person authorised by the Council may, instead
of giving notice (but not posting in the Room) under sub-paragraph (1) above,
give notice of a ballot for the election of a member of the Council by placing
an advertisement in at least one daily paper having a national circulation or
at least one daily paper having an international circulation.
(5) [É]
(6) Any
notice given pursuant to sub-paragraph (4) shall be deemed to have been served
on all members of the Society who are entitled to receive notice of a ballot
for the election of a member of the Council on the day when the advertisement
appears. Any such advertisement shall contain the details referred to in
sub-paragraph (2).
6. Nomination
of Working Members
A
working member of the Society may be nominated for election as a working member
by 16 other members of the Society who are registered as working members of the
Society on the date on which [nomination forms must be lodged in accordance
with sub-paragraph 9(2)] signing a nomination form.
NOTE
7. Nomination
of External Members
(1) An
external member of the Society may be nominated for election as a ÒCÓ external
member of the Council by any corporate member or corporate members of the
Society (not including the member standing for election) who is or are registered
as external members of the Society on the date on which [nomination forms must
be lodged in accordance with sub-paragraph 9(2)], and who singly or together
hold 2 per cent. or more of Capacity attributable to all corporate members,
signing a nomination form by its or their authorised representative or
representatives.
(2) An
external member of the Society may be nominated for election as an external
member of the Council, other than a ÒCÓ external member, by 16 individual
members of the Society (not including the member standing for election) who are
registered as external members of the Society on the date on which [nomination
forms must be lodged in accordance with sub-paragraph 9(2)], signing a
nomination form.
NOTE
8. General
Provisions relating to Nomination
(1) No
person shall be nominated for election as a member without his consent in
writing.
(2) A
corporate member standing for election as a ÒCÓ external member of the Council
shall be required, at the time of its nomination, itself to nominate an
individual who is a member of its board of directors or other governing body
[(or, in the case of a Scottish limited partnership, is a partner in the
partnership or is a member of the board of directors or other governing body of
a body corporate which is a general partner in the partnership)] who will, if
it is elected, act as its representative at Council meetings and in relation to
the business of the Council as a whole [: provided than an individual may not
be so nominated if he is, or is standing for election as, a member of the
Council or has been nominated to act as the representative at Council meetings
of another corporate member which is, or is standing for election as, a member
of the Council.].
NOTE
(3) [A
member of the Society nominated for election as a member of the Council and, in
the case of a corporate member nominated for election, the individual for the
time being nominated as its representative under sub-paragraph 8(2), shall, if
so required by the Council or the secretary of the council or other person
authorised by the Council, declare on his or its nomination form particulars of
any interests held by such nominated member or individual of such kinds or
descriptions as may be specified in such form.]
NOTE
9. Nomination
Forms
(1) Nomination
forms shall be in such form and shall be signed or executed in such manner as
the Council or the Secretary to the Council or other person authorised by the
Council may from time to time prescribe or allow.
(2) Nomination
forms and the consent in writing of persons nominated shall be lodged with the
Secretary to the Council by such date as the Council or the Secretary to the
Council or other person authorised by the Council shall prescribe, which date
shall be at least 42 days before the election day.
[10. Number
of Eligible Persons Nominated not Exceeding Number of Vacancies
If
by the date upon which nomination forms are to be lodged in accordance with
paragraph 9(2) the number of eligible persons nominated for election as working
members or external members (as the case may be) does not exceed the number of
vacancies, the eligible candidates who have been nominated shall be declared to
be elected. If the number of eligible candidates nominated is reduced by
withdrawal or otherwise to no more than the number of vacancies the remaining
eligible candidates nominated shall be declared to be elected.]
NOTE
11. Notice
of Nomination
(1) Not
less than 28 days before the election day the Secretary to the Council shall
give notice of the names of the [[eligible]] candidates nominated as working
members or external members (as the case may be) by posting in the Room and,
except in the circumstances referred to in paragraph 10, send to each member of
the Society [who is a member of the Society at the date of such notice]:
(a) a
ballot paper containing [the number of additional vacancies (if relevant)
notified in accordance with paragraph 5(2A)(b) above and] the names of all
[[eligible candidates nominated]] and stating the requirements as to the giving
of votes and the date and time by which ballot papers are to be received in
order to be included in the ballot; and
(b) particulars
of each [[eligible]] candidate including any statement he may wish to make
concerning his candidature [[[É]]]
[[[ provided
always that the documents described in paragraphs (a) and (b) above need not be
sent to any ineligible working member of the Society or to any external member
of the Society who has no capacity in relation to the relevant ballot;]]]
[[(1A) If
by the date on which notice is given under sub-paragraph (1) above an incumbent
member has given a contingent notice of resignation under paragraph 3B, the
notice posted in the Room and each ballot paper sent under that sub-paragraph
shall state that fact and shall include an explanation of the effect of the
provision of that paragraph.]]
(2) The
Secretary to the Council shall not be bound to send a statement referred to in
sub-paragraph (1)(b) above if he is reasonably satisfied that the statement
contains defamatory matter [, misleading information or any other information
which it would not be in the interests of the Society to send].
(3) [É]
(4) [É]
[[(5) Where
a ballot is held in December or January of any year, the Council shall specify
a record date as at which, and returns or records by reference to which, the
Capacity of members shall be determined for the purposes of that ballot.]]
NOTE
12. Service
of Forms, Ballot Papers, Notices and Documents etc.
(1) Subject
to sub-paragraph (5), any form, ballot paper, notice or other documentation
required under this byelaw to be sent to the members of the Society by the
Secretary to the Council or other person authorised by the Council shall be
deemed
to have
been properly sent if it is either delivered personally or sent by post in a
prepaid envelope to an individual member of the Society at his last known place
of business or abode or to a corporate member at its registered or principal
office.
(2) Proof
that an envelope containing any form, ballot paper, notice or other
documentation was properly addressed, prepaid and posted shall be conclusive
evidence that such form, ballot paper, notice or other documentation was
properly sent.
(3) A
notice sent by post shall be deemed to be given and any form, ballot paper or
other documentation shall be deemed to be received:
(a) if
sent by first class post from an address in the United Kingdom or another
country to another address in the United Kingdom or, as the case may be, that
other country, on the day following that on which the envelope containing it
was posted;
(b) if
sent by airmail from an address in the United Kingdom to an address outside the
United Kingdom, on the day following that on which the envelope containing it
was posted; and
(c) in
any other case, on the second day following that on which the envelope
containing it was posted.
(4) Unless
the Council shall otherwise determine, the result of a ballot under this byelaw
shall not be invalidated:
(a) by an
accidental omission of the Secretary to the Council or other person authorised
by the Council to send any form, ballot paper, notice or other documentation to
any member of the Society or to attach the same to, send it with or publish it
in [É] a publication as referred to in sub-paragraph 5(4);
(b) by
the non-receipt by any member of the Society of any such form ballot paper,
notice or other documentation; or
(c) by
any accidental error in any form, ballot paper, notice or other documentation.
(5) If
the Council is advised that the sending of any form, ballot paper, notice or
other documentation referred to in sub-paragraph (1) above to any address not
within the United Kingdom would contravene the law of any country or territory
outside the United Kingdom or any requirement of any government, statutory or
regulatory body or court outside the United Kingdom, such form, ballot paper,
notice or other documentation need not be sent to any such address, provided
that:
(a) if a
member to whom a form, ballot paper, notice or other documentation (as
appropriate) is not sent in accordance with this sub-paragraph (5) has given to
the Secretary to the Council or other person authorised by the Council an
address within the United Kingdom at which any form, ballot paper, notice or
other documentation may be sent to him he shall be entitled to have any form,
ballot paper, notice or other documentation sent to him at that address;
(b) if
such a member has not given an address within the United Kingdom at which any
form, ballot paper, notice or other documentation may be sent to him, any form,
ballot paper, notice or other documentation shall be made available to him by
causing the form, ballot paper, notice or other documentation to be published,
or by causing a notice specifying where a copy of the form, ballot paper,
notice or other documentation can be obtained to be published, in at least one
daily newspaper having a national circulation in the United Kingdom.
NOTE
13. Voting
(1) A
member of the Society [É] may [subject to sub-paragraph (6) below,] exercise
his right to vote by posting or delivering his ballot paper completed to such
person as is authorised by the Council to receive it, but only ballot papers
received by such person on or before the date and time stated in the ballot
paper shall be [capable of inclusion] in the votes counted.
(2) At
any ballot to elect members, no member of the Society [É] shall:
(a) vote
more than once for any one candidate;
(b) vote
for more than the total number of candidates to be elected; or
(c) be
required to cast more votes than he wishes to cast.
[(3) In
the election of working members of the Council each working member of the
Society shall, subject to sub-paragraph (6) below, have one vote.]
NOTE
[(4) In
the election of a ÒCÓ external member of the CouncilÑ
(a) each
external corporate member shall have 100 votes for every £500,000 or part of
£500,000 of Capacity attributable to that external corporate member; and
(b) each
external individual member shall have one vote for every £500,000 or part of £500,000
of Capacity attributable to that external individual member.
(5) In
the election of any other external member of the CouncilÑ
(a) each
external individual member shall have 100 votes for every £500,000 or part of
£500,000 of Capacity attributable to that external individual member; and
(b) each
external corporate member shall have one vote for every £500,000 or part of
£500,000 of Capacity attributable to that external corporate member.]
NOTE
[(6) Any
ballot paper received or votes cast in accordance with the provisions of this
byelaw from or by a member of the Society shall not be counted if, before the
election day, that member ceases to be a member of the Society.]
NOTE
14. Scrutineers
(1) At
any ballot to elect members, the Council shall appoint persons as scrutineers
to take the vote and report the result.
(2) In
reporting the result of any such ballot the scrutineers shall state the number
of votes cast for each candidate for election to the Council.
(3) Remuneration
of scrutineers shall be at the discretion of the Council.
15. Equal
Number of Votes
If
in any ballot any two or more candidates receive an equal number of votes, the
election shall be determined as between or among them by lot by scrutineers
appointed pursuant to sub-paragraph 14(1).
16. Insufficient
Number of Candidates
(1) If
at any ballot, any vacancy among the working members or the external members is
not filled, the Council shall direct that a further ballot be held to fill that
unfilled vacancy.
(2) The
provisions of this byelaw shall apply to such ballot, except that such further
ballot need not close on the election day.
17. Terms
of Office
(1) The
term of office of the working members and the external members shall be three
years, in each case, or such lesser term as the Council may by special
resolution determine, generally or for any particular case or class of case.
(2) The
term of office of the nominated members shall be three years except that:
(a) the
term of office of the person appointed as Chief Executive Officer at LloydÕs
shall be specified by special resolution of the Council; and
(b) the
Council may at the time of the reappointment of any other nominated member of
the Council specify that his term of office shall be any period of less than three
years.
(3) The
term of office of an elected or appointed member shall not be extended during
the term of office of such member.
[(4)
The term of office of members of the Council elected to serve for a term
commencing after 31 December 1998 (other than members elected or appointed to
fill a casual vacancy) shall commence on 1 February.]
NOTE
[(17A)
Remuneration
(1) Subject
to sub-paragraph (3), the Society shall in each year pay to every member of the
Council such sum as the Council may by resolution from time to time prescribe
by way of remuneration for his services.
(2) The
Council may prescribe different sums payable under sub-paragraph (1) by
reference toÑ
(a) whether
the member of the Council is an external member of the Council, a nominated
member of the Council or a working member of the Council;
(b) in
the case of external members of the Council, whether the external member of the
Council is an individual member of the Society or a corporate member of the
Society; and
(c) in
the case of working members of the Council, whether the working member of the
Council is the Chairman of LloydÕs or a Deputy Chairman of LloydÕs.
(3) The
Council may direct that a member of the Council or a class or category of
member of the Council shall not be paid any sum under sub-paragraph (1).
(17B) Power
to Grant Indemnity
(1) The
Society may from time to time enter into a deed of indemnity with any member of
the Council for the time being in such form as the Chairman or a Deputy
Chairman of the Council, acting on legal advice, may consider appropriate in
the circumstances of that member.
(2) In
granting an indemnity to any person in a capacity other than that of member of
the Council, the Society may adopt such form of indemnity as the Council may
consider appropriate (whether or not a deed).]
NOTE
18. Eligibility
for Re-election
(1) Subject
to sub-paragraph (2) below, a working member shall not be eligible for
re-election as a working member for a term commencing sooner than one year
after the expiry of his last previous term as a working member.
(2) The
Chairman of LloydÕs and each of the Deputy Chairmen of LloydÕs shall, if the
Council shall from time to time so determine in respect of any one (but not
more) of their number, be eligible for immediate re-election once only.
(3) Any
working member shall, on re-election to the Council, be deemed to begin a new
term of office.
(4) Any
external member shall be eligible for re-election for one further three year
term following the expiry of his first term as an external member. On the
expiry of any such further term he shall not be eligible for re-election as an
external member for a term commencing sooner than one year after the expiry of
such further term. On any subsequent re-election as an external member, the
first term for which he is re-elected following a period out of office shall be
treated for the purpose of this sub-paragraph 18(4) as his first term as an
external member.
(5) Any
nominated member shall, on reappointment to the Council, be deemed to begin a
new term of office.
19. Cessation
of Membership of the Council and Committee
(1) Any
working member or any external member who:
(a) ceases
to be a working member of the Society or an external member of the Society (as
the case may be): or
(b) is
subject to a penalty or sanction other than a fine alone which has been
confirmed following disciplinary proceedings;
shall
thereupon cease to be a member or a member of the Council and the Committee as
the case may be.
(2) If
a person elected as a working member or as an external member ceases to be a
working member of the Society or an external member of the Society (as the case
may be) prior to the commencement of the term for which he has been elected, a
vacancy as a working member or an external member (as the case may be) shall be
deemed to have arisen and a casual vacancy shall thereby occur.
(3) If
the individual nominated by a ÒCÓ external member of the Council in accordance
with sub-paragraph 8(2) of this byelaw as its representative ceases to be a
member of its board of directors or other governing body or the ÒCÓ external
member in question notifies the Council that the individual will not continue
to act as its representative:
(a) that
member shall be required within ten working days to nominate another individual
who is a member of its board of directors or other governing body to act as its
representative; and
(b) that
member shall cease to be a member of the Council [at the 31 January next
following the time at which] its first representative ceased to be qualified,
or became unable, to represent it.
The Council
shall direct that a ballot be held to fill the vacancy then arising, such
election to take effect on the first day of the next succeeding calendar year
or so soon thereafter as is reasonably practicable. The terms of this byelaw
shall apply to any such election, save that any such ballot need not close on
the election day.
NOTE
(4) If
a person who is appointed as a nominated member becomes a member of the Society
or an annual subscriber [É] during his term of office as a nominated member, he
shall thereupon cease to be a nominated member of the Council.
NOTE
(5) If
a person who is appointed as a nominated member:
(a) becomes
bankrupt or makes any arrangement or composition with his creditors generally
or applies to the court for an interim order under section 253 of the
Insolvency Act 1986 in connection with a voluntary arrangement under that Act;
or
(b) is
convicted of a reportable criminal offence by a court in the United Kingdom or
elsewhere;
he shall at
the discretion of the Council cease to be nominated member of the Council.
(6) If
any member of the Council is, or may be, suffering from mental disorder and
either:
(a) he is
admitted to hospital in pursuance of an application for admission for treatment
under the Mental Health Act 1983 or, in Scotland, an application for admission
under the Mental Health (Scotland) Act 1960; or
(b) an
order is made by a court having jurisdiction (whether in the United Kingdom or
elsewhere) in matters concerning mental disorder for his detention or for the
appointment of a receiver, curator bonis or other person to exercise powers
with respect to his property or affairs;
he shall
thereupon cease to be a member of the Council.
20. Casual
Vacancies
(1) Subject
to sub-paragraph 19(3) of this byelaw, if at any time a vacancy for a working
member or for an external member shall arise other than by reason of completion
of his current term of office the Council may at its discretion direct that a
ballot be held to fill that vacancy. The person elected to fill such vacancy
shall be so elected a working member or an external member as the case may be
for such term of office, not exceeding three years, as the Council may
determine.
(2) [Subject
to sub-paragraphs (3), (4) and (5) below, the] provisions of this byelaw shall
apply to such ballot, except that any such ballot need not close on the
election day.
[(3) If
at any time after the Council has given notice of a ballot in accordance with
paragraph 5 but before the date on which notice of nomination is given in
accordance with paragraph 11, the Council becomes aware that a casual vacancy
(as described in sub-paragraph 20(1) above) will arise before, on or after the
election day the Council may, if it considers it convenient and fair to do so,
direct that the ballot to fill that casual vacancy be combined with the ballot
to be held on the election day.
(4) [If
the Council makes such a direction as is described in sub-paragraph (3) above
then the ballot paper or the particulars of each candidate shall state the
following informationÑ
(a) the
number of casual vacancies to be filled;
(b) the
names of the members of the Council vacating office, giving rise to such casual
vacancies;
(c) the
date on which each such casual vacancy will arise;
(d) the
term of office of the person elected to fill such vacancy, as determined by the
Council in accordance with sub-paragraph (1) above; and
(e) a
description of the effect of any ancillary directions made by the Council under
sub-paragraph 5(2B) above.]
NOTE
(5) If
the Council makes a direction in accordance with sub-paragraph 20(3) above,
notice of the ballot to fill the casual vacancy in accordance with paragraph 5
above need not be given, the validity of any forms, notices and documents
served or action taken in respect of the elections before such direction is
made shall not be affected in any way, any nominations lodged with the
Secretary to the Council in accordance with paragraph 9 above for the ballot on
the election day shall also be deemed to be nominations in respect of any such
casual vacancy and, for the purposes of paragraph 10 above, the number of
vacancies shall include the casual vacancies to be filled by the ballot on the
election day.]
[(6)] If
at any time a vacancy for a nominated member shall arise the Council shall by
special resolution make an appointment to fill that vacancy but such
appointment shall not take effect unless and until confirmed by the Governor
for the time being of the Bank of England. The person so appointed shall be a
nominated member for such term of office, not exceeding three years, as the
Council may determine.
NOTE
21. Vacation
of Seat
(1) If
a member is absent from three meetings of the Council (or such other number of
meetings as the Council may determine) over any 12 month period the Council may
at its discretion declare his office to be vacant.
(2) If
a working member is absent from three meetings of the Committee (or such other
number of meetings as the Council may determine) over any 12 month period the
Council may at its discretion declare his office as a working member to be
vacant.
22. Chairman
and Deputy Chairmen of the Council
The
Council shall annually elect one of the working members to be the chairman of
the Council who shall be called the ÒChairman of LloydÕsÓ and two or more other
working members each to be a Deputy Chairman of the Council who shall each be
called ÒDeputy Chairman of LloydÕsÓ.
23. Chairman
and Deputy Chairmen of the Committee
The
Committee shall annually elect the Chairman of the Council, or such other
member of the Committee as it thinks fit, to be the Chairman of the Committee
and shall annually elect the Deputy Chairmen of the Council, or such two or
more other members of the Committee as it thinks fit to be the Deputy Chairmen
of the Committee.
24. Chief
Executive Officer
Of
the nominated members, one shall be the person appointed as Chief Executive
Officer at LloydÕs.
25. Meetings
of the Council and the Committee
(1) The
Council and the Committee shall meet at such intervals and at such times as
they may respectively determine from time to time.
(2) On
the instructions of the Chairman or a Deputy Chairman of LloydÕs or of five
other members, the Secretary to the Council shall convene a special meeting of
the Council by giving not less than 24 hoursÕ notice of such meeting, Provided
that:
(a) where
at least 24 hours before the time for which such meeting of the Council is
convened, the person instructed to convene such meeting shall have sought to
give notice thereof to any member by telephone at such memberÕs office (where
he has one) and home (as notified to the Secretary to the Council) but is
unable to contact him, that member shall be deemed to have received notice of
such meeting;
(b) a
member of the Council may waive notice of any special meeting and any such
waiver may be retroactive; and
(c) a
special meeting of the Council shall be deemed to have been properly convened
notwithstanding the accidental omission by the person instructed to convene
such meeting to notify any member of such meeting unless those members
attending such meeting otherwise determine.
[(3) A
resolution in writing shall be as valid and effectual as if it had been passed
at a meeting of the Council or (as the case may be) a committee of the Council
convened and held provided that:
(a) the
full text of the proposed resolution has first been circulated to all members
of the Council or (as the case may be) the committee;
(b) (i) in
the case of a special resolution, it is signed by not less than eleven members
of the Council (of whom at least four shall be working members of the Council);
(ii) in
any other case, it is signed by not less than seven members of the Council (of
whom at least three shall be working members of the Council) or (as the case
may be) the committee;
save that
where any member of the Council or (as the case may be) the committee objects
to a decision being made pursuant to this paragraph, the proposed resolution
shall be referred to the next meeting of the Council or (as the case may be)
the committee.
(3A) For
the purpose of sub-paragraph (3), a resolution may consist of several documents
to the same effect each signed by one or more members of the Council or
committee.
(3B) Any
decision made pursuant to sub-paragraph (3) shall be reported to the Council or
(as the case may be) the committee at its next meeting.]
NOTE
(4) A
person entitled to be present at a meeting of the Council or of a committee of the
Council shall be deemed to be present for all purposes if he is able by
telephonic communication to speak to and to be heard by all those present or
deemed to be present at the meeting simultaneously. A member so deemed to be
present shall be entitled to vote and be counted in the quorum accordingly.
Such a meeting shall be deemed to take place where it is convened to be held or
(if no member is present at that place) where the largest group of those
participating is assembled, or, if there is no such group, where the chairman
of the meeting is. The word ÒmeetingÓ in this byelaw shall be construed
accordingly.
(5) While
a corporate member is a member of the Council, the individual for the time
being nominated as its representative under sub-paragraph 8(2) or sub-paragraph
19(3)(a) shall be entitled to exercise on behalf of that corporate member the
same powers as that corporate member could exercise if it were an individual
member of the Council.
26. The
Seal
(1) The
seal shall only be used by the authority of a resolution of the Council or of a
committee of the Council. Such resolution may specify that the authority
thereby conferred shall be in respect of:
(a) the
sealing and signing of a specified document or a number of specified documents;
or
(b) general
arrangements and procedures for the use, application and attestation of the
seal (including the use and application of automated signing and sealing
machines) and for signature of documents on behalf of the Society.
(2) The
Council or a committee of the Council may determine who shall sign any
instrument executed under the seal. Without prejudice to the generality of the
foregoing the Council or a committee of the Council may:
(a) appoint
specified individuals or a specified category or categories of persons as
authorised signatories to attest the seal and sign any document or a number of
specified documents on behalf of the Society;
(b) authorise
any of the individuals or categories of persons referred to in sub-paragraph
(a) above to appoint specified individuals or a specified category or
categories of persons as authorised signatories to attest the seal and sign
documents on behalf of the Society, provided that all such appointments shall
be in writing and in such form as the Council may from time to time prescribe;
and
(c) authorise
any of the individuals or categories of persons referred to in sub-paragraph
(a) above to approve general arrangements and procedures for the use,
application and attestation of the seal (including the use and application of
automated signing and sealing machines) and for signature of documents on
behalf of the Society.
Unless
otherwise so determined any instrument executed under the seal shall be signed
by at least one member of the Council and the Secretary to the Council or by at
least two members of the Council.
(3) Any
document may be executed under the seal by impressing the seal by mechanical
means or by printing the seal or a facsimile of it on such document or by
applying the seal or a facsimile of it by any other means to such document.
(4) Any
instrument signed, with the authority of a resolution of the Council or of a
committee of the Council, by a person authorised by the Council or a committee
of the Council and expressed to be executed by the Society, shall have the same
effect as if executed under the seal.
27. Interests
of members of the Council and the Boards
(1) A
member of the Council or a Board who is in any way, whether directly or
indirectly, interested in a matter which falls to be decided or approved by the
Council or by any committee or sub-committee of the Council shall declare the
nature of that interest in accordance with this paragraph not later than the
first meeting of the Council or, as the case may be, of that committee or sub-committee
at which the relevant matter is taken into consideration.
(2) Such
a declaration may be made:
(a) at a
meeting of the Council or of the relevant committee or sub-committee; or
(b) in
writing to the Secretary of the Council or another person authorised by the
Council in accordance with any rules and procedures prescribed by the Council
under sub-paragraph (6) below.
(3) Except
in so far as any rules and procedures prescribed by the Council under
sub-paragraph (6) below may provide otherwise, a member of the Council or a
Board may vote and be counted in the quorum present at any meeting of the
Council or of any committee or sub-committee of the Council in respect of any
matter in which he is interested.
(4) Provided
that, in any case to which sub-paragraph (1) applies, he has declared the
nature of any interest of his in accordance with that sub-paragraph, a member
of the Council or a Board, notwithstanding his office, may be a party to or
otherwise interested in a transaction or arrangement with the Society or in
which the Society is otherwise interested and shall not by reason of his office
be accountable to the Society for any benefit which he derives from any such
transaction or arrangement or from any other matter decided or approved by the
Council or a Board.
(5) No
transaction or arrangement shall be liable to be avoided on the ground of any
interest of a member of the Council or a Board; but this sub-paragraph does not
apply in relation to a member of the Council or a Board who has failed to
declare the nature of an interest of his in a case to which sub-paragraph (1)
above applies.
(6) The
Council may prescribe rules and procedures regulating the form and manner of
any declaration of interest required by this paragraph and any matters
incidental to or consequential on any such declaration and may from time to
time alter, revoke or add to any such rules and procedures.
(7) Rules
and procedures by the Council under this paragraph:
(a) may
include procedures for determining whether a member of the Council or a Board
is to be precluded from voting, from being counted in the quorum present in
respect of a matter in which he is interested or from being present at or
participating in discussion of that matter;
(b) may
include provision for such particulars as may be specified of any interests the
nature of which is declared by members of the Council or a Board, or of any
such interests of such kinds or descriptions as may be specified, to be
disclosed to members of the Society or to be available for inspection by
members of the Society in such manner and at such times as may be specified.
28. Minute
Book and Record of Proceedings
(1) Books
(whether bound or in loose-leaf form) shall be kept of the proceedings of the
Council and the Committee.
(2) After
the minutes of the proceedings of the Committee have been confirmed by the
Committee a summary of the proceedings shall be made available to other members
of the Council.
29. Interpretation
[(1)] The
provisions of Schedule 1 to this byelaw (interpretation) shall have effect.
[(2) References
in this byelaw to the publication One Lime Street shall include references to
any other publication which is circulated from time to time by the Society to
all members of the Society.]
NOTE
30. Revocation
The
Council and Committee Byelaw (No. 7 of 1992) is hereby revoked.
31. Commencement
This
byelaw shall come into force on [30 August 1996].
NOTE
Schedule
1ÑInterpretation
1. In
this byelaw:
ÒCapacityÓ
in relation to a member means the aggregate of:
[[(i) in the case
of a ballot held in January of any year or a ballot held in December of any
year for the election of members of the Council whose term of office will
commence in the following year, that memberÕs prospective allocated overall
premium limit (if any) for the year of account corresponding to the calendar
year in which the term of office of those members who are elected to membership
of the Council in the relevant election will commence, such prospective
allocated capacity being determined as at the record date and by reference to
the records or returns specified by the Council under paragraph 11(5) of this
byelaw;
(ii) that
memberÕs allocated overall premium limit (if any) for the year of account
corresponding to the calendar year in which the ballot is taken (or, in the
case of a ballot held in January of any year, the immediately preceding
calendar year);
(iii) that
memberÕs allocated overall premium limit (if any) for the two years of account
immediately preceding the year of account specified in (ii) above;]]
[[(iv)]] that memberÕs memberÕs
syndicate premium limit (if any) attributable to any run-off account
ascertained at the date by which copies of the relevant syndicate annual
reports are required to be sent to relevant membersÕ agents under paragraph
16(2) of the Syndicate Accounting Byelaw (No. 18 of 1994) [; provided that if
between such date and the election day such run-off account is closed, the
memberÕs memberÕs syndicate premium limit (if any) attributable to that run-off
account shall not be taken into account for the purposes of this definition].
NOTE
2. For
the purposes of the definition in paragraph 1 above:
Òallocated
overall premium limitÓ means, in relation to a member, the sum of his memberÕs
syndicate premium limits for the time being;
ÒmemberÕs
syndicate premium limitÓ means, in relation to an underwriting member, the
limit for the time being prescribed on the amount of insurance business
allocable to a particular year of account which is to be underwritten on the
memberÕs behalf through a particular syndicate, such limit being expressed as
the maximum permissible amount of his memberÕs syndicate premium income
allocable to that year of account;
Òoverall
premium limitÓ means, in relation to an underwriting member, the limit for the
time being prescribed on the amount of insurance business which is to be
underwritten on his behalf from time to time, such limit being expressed as the
maximum permissible amount of his premium income allocable to any year of
account;
[Òrelated
companyÓ, in relation to a body corporate, means a body corporate which is a
member of the same group as that body corporate; and ÒgroupÓ means for this
purpose a holding company and its subsidiaries, in each case as defined by
section 736 of the Companies Act 1985;]
NOTE
Òrun-off
accountÓ means a year of account which has not been closed as at the date at
which it would normally have been closed in accordance with the policies and
practices generally adopted in respect of the syndicate concerned.
3. For
the purposes of the definitions in paragraph 2 above:
ÒmemberÕs
syndicate premium incomeÓ means premium income of a member of a syndicate
arising out of insurance business underwritten through that syndicate;
Òpremium
incomeÓ means, in relation to an underwriting member, the aggregate of the
premiums credited to him less, or net of qualifying reinsurance premiums,
brokerage, discount, commission, any tax charged upon or any monies withheld
from a premium by or on behalf of any statutory, governmental, state,
provincial or local government authority, body or official and any premium
returned to an assured.
4. In
this byelaw, unless the context otherwise specifies or requires:
[Òconnected
candidateÓ has the meaning given in paragraph 3B;
Òcontingent
notice of resignationÓ has the meaning given in paragraph 3B;]
Òexternal
memberÓ means an external member of the Council;
[Òincumbent
memberÓ has the meaning given in paragraph 3B;]
NOTE
[Òineligible
working memberÓ means a working member of the Society whose written notice of
resignation given under paragraph 40 of the Membership Byelaw (No. 17 of 1993,
111) will have taken effect before the Òelection dayÓ (as defined in paragraph
2 of this byelaw);]
NOTE
ÒmemberÓ
means a member of the Council;
Ònominated
memberÓ means a nominated member of the Council;
Òreportable
criminal offencesÓ means:
(a) any
offence in respect of which a court has imposed a sentence of imprisonment or
other custodial sentence of more than 12 months, other than a suspended sentence;
(b) any
offence involving any of the following: theft, robbery, burglary, blackmail,
handling stolen property, forgery or fraud; or
(c) conspiracy,
incitement or attempt to commit any offence referred to in (b) or aiding,
abetting, counselling or procuring the commission of such an offence;
[É]
[ÒTotal
Corporate CapacityÓ means the aggregate Capacity of all corporate members of
the Society;
ÒTotal
External CapacityÓ means the aggregate Capacity of all external members of the
Society;]
NOTE
ÒTotal
Individual CapacityÓ means the aggregate Capacity of all individual members of
the Society; and
Òworking
memberÓ means a working member of the Council.
[4A. For
the purposes of this byelaw a working member of the Society is connected with
an external member, and the external member is connected with him, if:
(a) where
the external member is a corporate member, the working member is employed by it
or by a related company; and
(b) where
the external member is an individual member, that external member and the working
member are employed by the same company or by a related company.]
NOTE
[5. For
the purposes only of this byelaw, a corporate member whose members consist only
of, or of nominees for, a single individual or a group of connected individuals
(together with, in the case of a Scottish limited partnership, another person
who is the general partner in that partnership) shall be deemed to be an
individual member and not a corporate member; and for this purpose:
(a) a
Ògroup of connected individualsÓ means a group of individuals each of whom is a
director or manager of, or a partner in, the corporate member or a close
relative of any such person;
(b) Òclose
relativeÓ means an individualÕs spouse, his children and step-children, his
parents and step-parents, his brothers and sisters and his step-brothers and
step-sisters.]
NOTE
522. New
Central Fund Byelaw
No. 23 of
1996, 5 June 1996
COMMENCEMENT
This
byelaw will come into force immediately after the Council declares that all
Equitas reinsurance contracts have become wholly unconditional in accordance
with their terms.
AMENDMENTS
This
byelaw was amended by
New Central
Fund (Amendment) Byelaw (No. 27 of 1996)
New Central
Fund (Amendment No. 2) Byelaw (No. 35 of 1996)
New Central
Fund (Amendment No. 3) Byelaw (No. 22 of 1997)
New Central
Fund (Amendment No. 4) Byelaw (No. 32 of 1997)
Amendment
Byelaw (No. 9 of 2001).
EXPLANATORY
NOTE
(This note
is not part of the byelaw)
This
byelaw provides for the establishment of a New Central Fund in succession to the
Central Fund held under the Central Fund Byelaw (No. 4 of 1986).
Save
in respect of liabilities of the Society existing at the time when the byelaw
comes into force, or with the prior sanction of a resolution passed at a
general meeting of members of the Society, the New Central Fund may not be used
directly for the purpose of extinguishing or reducing liabilities which have
been reinsured by Equitas Reinsurance Limited.
Underwriting
members will be required to pay annual contributions to the fund and may be
required to pay Òcallable contributionsÓ (not exceeding £200 million in
aggregate in any one year) and also, if the Council thinks it requisite or
expedient, special contributions. In accordance with undertakings already given
to members under the Membership Central Fund and Subscriptions (Miscellaneous
Provisions) Byelaw (No. 16 of 1993), as modified by this byelaw, the Council
will announce the maximum level of all such contributions for a particular year
no later than 30 September in the preceding year and such level may not be
exceeded except with the prior sanction of a resolution passed at a separate
meeting of the members liable to pay the contribution.
The
byelaw provides for the recovery by the Society from a member of moneys applied
out of the New Central Fund to discharge his underwriting liabilities or of
moneys or assets ÒearmarkedÓÕ to enable him to pass the annual solvency test
under the Insurance Companies Act 1982.
The Council
of LloydÕs in exercise of its powers under section 6(2) of, and paragraphs (1)
and (4) of Schedule 2 to, LloydÕs Act 1982 and sections 7 and 9 of LloydÕs Act
1911 by special resolution hereby makes the following byelaw.
Part
AÑInterpretation
1. Interpretation
Schedule
1 to this byelaw (interpretation) shall have effect.
Part
BÑConstitution of New Central Fund
2. Establishment
of New Central Fund
The
Society shall establish, hold, manage and apply in accordance with the
provisions of this byelaw a fund to be known as the New Central Fund (in this
byelaw Òthe FundÓ).
3. Assets
of Fund
The
Fund shall consist of:
(a) contributions
to the Fund for the time being paid or payable under paragraph 4;
(b) moneys
borrowed by the Society under paragraph 6;
(c) recoveries
for the time being paid or payable to the Society under paragraph 11;
(d) recoveries
made under paragraph 12(1) and transferred to the Fund under paragraph 12(5);
(e) any
other moneys or assets which may from time to time be paid or added to or
accrue to the Fund;
(f) the
investments or other property for the time being representing such
contributions, moneys or assets;
(g) income
arising from investments or other moneys or assets from time to time
constituting the Fund.
4. Contributions
to Fund
(1) Every
underwriting member of the Society shall in each calendar year, in accordance
with the provisions of this paragraphÑ
(a) pay
to the Society a contribution to the Fund (an Òannual contributionÓ); and
(b) be
liable to pay to the Society, if called upon to do so from time to time, a
contribution or contributions not exceeding in the aggregate a specified amount
(that amount being in this paragraph referred to as a Òcallable contributionÓ).
(2) If
it appears requisite or expedient to do so the Council may from time to time
levy from members of the Society in addition to annual contributions and
callable contributions under sub-paragraph (1) such further contributions (each
a Òspecial contributionÓ) as the Council may by special resolution prescribe.
(3) The
amounts of annual contributions and of any special contributions the manner of
calculating such amounts and the date or dates on which such contributions
shall be payable shall be such as the Council shall by special resolution
prescribe.
(4) The
amounts of the callable contribution of each underwriting member for each year
shall be such that the aggregate amount of the callable contributions of all
members for that year is as nearly as may be equal to £200,000,000, or such
other sum as the Council may by special resolution determine. The Council may
also by special resolution determine the manner in which callable contributions
are to be calculated, demanded and paid.
(5) The
Council may from time to time by special resolution exempt a member or any
class or classes of member from liability to make contributions under this
paragraph.
(6) Any
exemption granted under sub-paragraph (5):
(a) may
apply indefinitely or for such period as the Council may specify; and
(b) may
be general or limited to a particular levy or levies, whether in respect of
annual contributions, callable contributions or special contributions.
(7) The
Council shall not levy any annual contribution, callable contribution or
special contribution on a member in a manner inconsistent with an undertaking
given to that member under the Membership, Central Fund and Subscriptions
(Miscellaneous Provisions) Byelaw (No. 16 of 1993, 514) which is for the time
being in force; and for the purposes of this paragraph and of that byelaw any
undertaking given to a member before this byelaw comes into force and relating
to the exercise of powers of the Council under the Central Fund Byelaw shall be
construed as if:
(a) any
reference in that undertaking to the exercise of powers of the Council under
the Central Fund Byelaw included a reference to the exercise of powers of the
Council under this byelaw;
(b) subject
to (c) below, any reference to contributions to the Central Fund included a
reference to contributions to the Fund under any provision of this paragraph 4;
(c) any
reference to an undertaking by the Council to announce in advance the level of
any such contribution for a year, in so far as it relates to callable
contributions, were a reference to an undertaking to announce the sum
applicable in respect of that year for the purposes of sub-paragraph (4) of
this paragraph (being £200,000,000 or such other sum as the Council may
determine in accordance with that sub-paragraph) and not the level of any
individual callable contribution;
(d) any
reference to an undertaking by the Council that the level of any contribution
will not exceed a level so announced, in so far as it relates to callable
contributions, were a reference to an undertaking that the aggregate amount of
the callable contributions of all members will not exceed the sum so announced.
(8) Any
contribution shall be levied on a member by service on him or on any one or
more of his underwriting agents of a notice specifying the amount payable and,
except in the case of a callable contribution, the date or dates on which it is
payable.
(9) Payment
of contributions in accordance with this paragraph shall be a condition
relating to permission to underwrite insurance business at LloydÕs and the
provisions of Part E of the Membership Byelaw (No. 17 of 1993, 111) shall apply
accordingly where any member fails to comply with such condition.
5. Power
to require undertakings etc.
(1) The
Council may as a condition of permission to underwrite insurance business at
LloydÕs require a member to execute a written undertaking to the Society duly
to pay any contribution levied on him under paragraph 4 (whether under
sub-paragraph (1) or sub-paragraph (2) of that paragraph).
(2) Subject
to any undertaking given by the Council under the Membership, Central Fund and
Subscriptions (Miscellaneous Provisions) Byelaw (No. 16 of 1993, 514) for the
time being in force, the Council may require that any undertaking under
sub-paragraph (1) of this paragraph be in such form and contain such provisions
as the Council may specify, including, in particular, an agreement that any
contribution levied on the member shall be paid free and clear from any
set-off, counterclaim or deduction on any account whatsoever.
6. Borrowing
for Fund
The
Society may from time to time borrow moneys to be held, managed or applied as
assets of the Fund, and may secure such borrowing in any manner on the whole or
any part of the Fund or on any other property of the Society.
7. Management
and investment of Fund
(1) Moneys
for the time being forming part of the Fund shall be invested or lent or
deposited (with or without security and with or without interest or premium on
repayment) in such manner as the Council may from time to time provide or
permit.
(2) Moneys
or other assets of the Fund may be vested in a trustee or nominee on behalf of
the Society on such terms as the Council may from time to time provide or
permit.
(3) The
Council may cause the whole or any part of the Fund to be vested in such person
or persons as trustees on such trusts for the benefit of such person or persons
and subject to such provisions as may appear to the Council to be expedient
for, or incidental or conducive to, any of the purposes set out in paragraph 8.
(4) Any
moneys and other assets vested in trustees under sub-paragraph (3) shall remain
part of the Fund for the purposes of this byelaw, but so thatÑ
(a) the
powers of the Council under this byelaw apply, as regards any moneys and other
assets so vested, subject to the terms of the trust deed or trust instrument
concerned;
(b) the
Council may exercise any power conferred on it by that trust deed or trust
instrument, subject to any obligations or restrictions imposed by law or by the
terms of that trust deed or trust instrument, in such manner as may appear to
it to be expedient for or incidental or conducive to any of the purposes set
out in paragraph 8.
(5) Subject
to sub-paragraphs (3) and (4) of this paragraph and to any trust or charge
created under paragraph 9, no policyholder or other person shall have any right
to payment from the Fund or to any account of the management, investment or
application of the assets compromised in the Fund.
Part
CÑApplication of Fund
8. Application
of Fund
(1) Subject
to sub-paragraph (3), moneys or other assets forming part of the Fund may be
applied out of the Fund (including application by way of loan or on any other
terms as to repayment) for any of the purposes specified in sub-paragraph (2).
(2) The
purposes referred to in sub-paragraph (1) are:
(a) directly
or indirectly extinguishing or reducing any liability of a member to any person
arising out of or in connection with insurance business carried on by that
member at LloydÕs;
(b) repaying
moneys previously borrowed for the purposes of this byelaw and paying interest,
premium or other charges on such moneys;
(c) repaying
contributions made to the Central Fund under paragraph 4(5) of the Central Fund
Byelaw in accordance with paragraph 10 of this byelaw;
(d) any
other purpose (whether or not similar to any purpose mentioned in (a) to (c)
above) which may appear to the Council to further any of the objects of the
Society.
(3) Subject
to sub-paragraph (4), no moneys or other assets shall be applied out of the
Fund:
(a) by
way of payment (other than a payment on armÕs length terms in respect of
property, assets, services or other benefits) to any member of the Equitas
group; or
(b) directly
for the purpose of extinguishing or reducing any liability of a member in
respect of which Equitas Reinsurance Limited has, under an Equitas reinsurance
contract, undertaken to reinsure and indemnify that member.
(4) Sub-paragraph
(3) shall not preclude the Council from applying moneys or assets out of the
Fund for any of the purposes mentioned in sub-paragraph (2):
(a) in
discharge of any legally binding obligation of the Society arising under a
contract entered into or other instrument executed at or before the time at
which this byelaw comes into force; or
(b) in
any other case, with the prior sanction of a resolution of the members of the
Society in general meeting.
(5) In
this paragraph, except sub-paragraph (4)(b), references to a ÒmemberÓ shall be
taken to refer also to former members and to the estates of deceased members of
the Society.
9. Interim
application of Fund
(1) Moneys
or other assets forming part of the Fund may be put in trust, charged,
appropriated or set apart, conditionally or otherwise, with a view to their
application under paragraph 8.
[(2) Without
prejudice to the generality of sub-paragraph (1), where at any time the general
insurance business assets of a member are less than the required amount
calculated under LLD 11.2.6R or the long term insurance business assets of a
member are less than the required amount calculated under LLD 11.2.7R the
Council may direct that moneys or other assets in the Fund be put in trust,
charged, appropriated or set apart, conditionally or otherwise (whether
separately or part of moneys or assets so dealt with in respect of more than
one member), with a view to their application out of the Fund for the purpose
mentioned in paragraph 8(2)(a).]
(3) In
this paragraph references to a ÒmemberÓ shall be taken to refer also to former
members and the estates of deceased members.
[(4) In
this paragraph Ògeneral insurance business assetsÓ, Òlong term insurance
business assetsÓ and Òrequired amountÓ have the same meanings as in LLD
11.2.1R.
(5) Any
reference in this byelaw to directions under sub-paragraph (2) of this
paragraph includes a reference to any direction given under sub-paragraph (2) as
originally made (directions relating to the certificate to be furnished under
section 83(4) of the Insurance Companies Act 1982).]
NOTE
10. Refunds
of special Central Fund contributions
Any
special contribution paid by a member to the Central Fund under paragraph 4(5)
of the Central Fund Byelaw in respect of or by reference to his underwriting
insurance business at LloydÕs for any of the years of account 1993, 1994 and
1995 [may at the CouncilÕs discretion be refunded out of the Fund in accordance
with Schedule 2 to this byelaw].
NOTE
11. Liability
of members in respect of payments made out of the Fund
(1) Where
moneys or other assets have been applied out of the Fund (including any part of
the Fund vested in trustees under paragraph 7 or put in trust, charged,
appropriated or set apart, conditionally or otherwise, under paragraph 9 with a
view to such application) for the purpose mentioned in paragraph 8(2)(a), any
member in relation to whom such moneys or assets have been so applied shall
within 28 days after demand pay to the Society an amount not exceeding the
aggregate of any sums so applied in relation to that member.
(2) The
Council may at any time agree to reduce or waive any amount demanded by the
Society or owed by a member to the Society under this paragraph.
(3) In
this paragraph references to a ÒmemberÓ shall be taken to refer also to any
person, or to the estate of any person, who has been a member at any time on or
after the date when this byelaw comes into force, notwithstanding that that
person is no longer a member at the time of any application referred to in or
demand made under this paragraph.
12. Liability
of members in respect of appropriation of assets for solvency test
(1) WhereÑ
(a) the
Council has made a direction under paragraph 9(2) in relation to a member; and
(b) it
appears likely that but for the exercise of powers under this paragraph moneys
or assets put in trust, charged, appropriated or set aside pursuant to that
direction would be likely to be applied out of the Fund for the purpose
mentioned in paragraph 8(2)(a) in relation to that member,
the Council
may by written notice served on him or his underwriting agent require that
member to pay to the Society within 28 days after the date of service of the
notice a sum specified in the notice not exceeding the value of moneys or
assets which it appears would otherwise be likely to be applied in relation to
that member.
(2) Any
moneys paid to the Society by a member under sub-paragraph (1) (together with
any interest thereon but excluding any legal costs recovered by the Society)
shall be held by the Society in a separate interest-bearing account of the
Society pending application under sub-paragraph (3), transfer under
sub-paragraph (4) or return to that member under sub-paragraph (5) or (6).
(3) Any
moneys held by the Society in an interest-bearing account pursuant to
sub-paragraph (2) may, together with any interest earned thereon, be applied by
the Society in relation to that member for the purpose specified in paragraph
8(2)(a).
(4) Where
moneys or other assets forming part of the Fund (including any part of the Fund
vested in trustees under paragraph 7 or put in trust, charged, appropriated or
set apart, conditionally or otherwise with a view to such application) have
been applied for the purpose mentioned in paragraph 8(2)(a) in relation to a
member, any amount subsequently received by the Society from that member under
sub-paragraph (1) of this paragraph, together with any interest (if any)
thereon, shall be treated as having been paid in diminution or extinction, as
the case may be, of the liability of that member under paragraph 11 and shall
be transferred to the Fund save to the extent that the amount received exceeds
the liability of the member under paragraph 11, in which case any such surplus
shall be held in a separate interest-bearing account of the Society in
accordance with sub-paragraph (2).
(5) Subject
to sub-paragraph (6), where it appears that for any reason the amount received
by the Society from a member under sub-paragraph (1) of this paragraph,
together with any interest earned thereon, exceeds the sum that is likely to be
required by the Society to be applied pursuant to sub-paragraph (3) for the
purpose specified in paragraph 8(2)(a) or to be transferred to the Fund
pursuant to sub-paragraph (4) of this paragraph, the Council may direct that
there shall be repaid forthwith to the member such surplus together with any
interest earned thereon from the date of receipt to the date of repayment.
[(6) WhereÑ
(a) the
Council has made a direction under paragraph 9(2) in relation to a member; and
(b) the
Society has received an amount from that member under sub-paragraph (1); and
(c) it
appears from accounts prepared by or on behalf of the Society for the
preparation of the LloydÕs Return in a subsequent year that the amount for the
time being held in respect of that member in an interest-bearing account under
sub-paragraph (2) exceeds the amount for the time being likely to be required
by the Society to be applied pursuant to sub-paragraph (3) or transferred to
the Fund under sub-paragraph (4),
such
surplus, together with interest (if any) earned thereon from the date of
receipt to the date of repayment, shall be repaid to that member forthwith after
the LloydÕs Return is provided to the Financial Services Authority pursuant to
LLD 15.2.5R.]
NOTE
(7) The
Council may at any time agree to reduce or waive any amount required by the
Society or owed by a member to the Society under this paragraph.
(8) In
this paragraph references to a ÒmemberÓ shall be taken to refer also to any
person, or to the estate of any person, who has been a member at any time on or
after the date when this byelaw comes into force, notwithstanding that that
person is no longer a member at the time when any provision of this paragraph
falls to be applied.
Part
DÑMiscellaneous and supplementary
13. Enforcement
of contributions etc.; publicity in respect of non-payment
(1) Any
sum payable to the Society under any of the provisions of this byelaw which is
not paid on the due date for payment shall bear interest from the due date
until the date of payment (as well after as before judgment) at the rate
prescribed from time to time as applicable to judgment debts or such other rate
as the Council may from time to time prescribe.
(2) Any
sum payable to the Society under any of the provisions of this byelaw
(including any interest payable under sub-paragraph (1))Ñ
(a) shall
be paid free and clear from any set-off, counterclaim or deduction on any
account whatsoever; and
(b) shall
be recoverable in any court of competent jurisdiction as a civil debt.
(3) The
Council may cause to be posted in the Room a notice containing such particulars
as the Council may determine of any failure by a member duly to pay any amount
payable by that member under any of the provisions of this byelaw.
14. Information
(1) Every
member shall furnish to the Society such information as the Council may from
time to time require in writing for the purposes of this byelaw.
(2) Any
information required under sub-paragraph (1) shall be furnished in such manner
and at such time or times as the Council may specify in writing.
(3) A
member shall only be required under this paragraph to furnish such information
as he or his underwriting agent or agents possess or can reasonably be expected
to obtain.
15. Powers
of the Council to give undertakings
(1) The
Membership, Central Fund and Subscriptions (Miscellaneous Provisions) Byelaw
(No. 16 of 1993, 514) is amended as follows:
[All these
amendments have been effected on the main byelaw.]
(2) The
Council may in any manner referred to in paragraph 13 of the Reconstruction and
Renewal Byelaw (No. 22 of 1995, 519), or in any other case where it appears to
the Council to be expedient to do so for the furtherance of the objects of the
Society, give undertakings to any person (whether or not a member of the
Society) with respect to the exercise of any of the powers of the Council under
this byelaw to raise money for the Fund and to apply money out of the Fund.
16. Consequential
amendments
The
provisions of Schedule 3 (consequential amendments) shall have effect.
17. Commencement
This
byelaw shall come into force immediately after the Council declares that all
Equitas reinsurance contracts have become wholly unconditional in accordance
with their terms.
Schedule
1ÑInterpretation [paragraph 1]
In
this byelaw, unless the context otherwise requires:
Òannual
contributionÓ has the meaning given in paragraph 4(1) of the byelaw;
Òcallable
contributionÓ has the meaning given in paragraph 4(1) of the byelaw;
ÒCentral
FundÓ means the Central Fund constituted under the Central Fund Byelaw;
ÒCentral
Fund ByelawÓ means the Central Fund Byelaw (No. 4 of 1986, 506);
ÒEquitas
groupÓ means Equitas Holdings Limited and its subsidiaries;
ÒEquitas
reinsurance contractÓ means a reinsurance contract entered into pursuant to
paragraph 4(1) of the Reconstruction and Renewal Byelaw (No. 22 of 1995, 519);
ÒmemberÓ
means a member of the Society, as defined in Schedule 1 to the Membership
Byelaw (No. 17 of 1993, 111);
Òspecial
contributionÓ has the meaning given in paragraph 4(2) of the byelaw;
Òunderwriting
agentÓ includes a substitute agent appointed under the byelaw entitled
ÒSubstitute AgentsÓ (No. 20 of 1983, 300) to exercise the functions of an
underwriting agent.
Schedule
2ÑRefund os special Central Fund contributions
[paragraph
10]
1. In
this Schedule Òeligible memberÓ means a member (or former member, or the estate
of a deceased member) who:
(a) either
has entered into a settlement, compromise or arrangement proposed by the
Society under paragraph 8(1) of the Reconstruction and Renewal Byelaw (No. 22
of 1995, 519) which is designated by the Council for the purposes of this
paragraph [É] or is a member to whom no settlement, compromise or arrangement
so designated was proposed; and
(b) in
relation to his membership of any syndicate for any of the years of account
1993, 1994 or 1995, has paid a contribution to the Central Fund pursuant to a levy
under paragraph 4(5) of the Central Fund Byelaw;
and Òprior
special contributionÓ means such a contribution.
NOTE
2. Moneys
may be applied out of the Fund in repayment, in accordance with the following
provisions of this Schedule, of any prior special contributions paid by an
eligible member save to the extent that:
(a) moneys
or assets forming part of the Fund have been put in trust, charged,
appropriated or set aside under paragraph 9 of this byelaw for any other
purpose;
(b) the
Council considers it necessary or expedient to make prior provision for payment
out of the Fund for all or any of the purposes set out in paragraph 8(2)(a) to
(d) of this byelaw; or
(c) the
Council has entered into undertakings in favour of any person (whether or not a
member) in relation to the Fund and the repayment of prior special
contributions would contravene such undertakings,
in any of
which events the amount of prior special contributions remaining to be repaid
shall be repaid in such amounts (whether or not reduced), in such proportions,
in such manner and at such times as the Council considers expedient.
3. In
the case of any eligible member who continues for the time being to underwrite
insurance business, repayment of prior special contributions shall be made by
way of refund of annual contributions to the Fund, not exceeding in aggregate
the aggregate amount of prior special contributions paid by him and not
exceeding in any year the amount of the annual contributions payable by him in
that year.
4. Where
an eligible member enters into an approved arrangement, as defined in the
Conversion and Related Arrangements Byelaw (No. 22 of 1996, 329), under which a
successor member, as defined in that byelaw, is to carry on insurance business
at LloydÕs in succession to that eligible member as to the whole or any part of
his underwriting business, the Council may give effect in such manner as it may
think fit to any request by the eligible member for the whole or any part of
any repayments of prior special contributions which would otherwise have been
made to the eligible member to be made instead to the successor member, and the
Council may accordingly give effect to the provisions of this Schedule with
such modifications as it may consider appropriate having regard to the terms of
the relevant approved arrangement.
5. Refunds
of annual contributions shall be made under this Schedule only to the extent
that the annual contributions have actually been paid in full by or on behalf
of the member free and clear from any set-off, counterclaim or deduction on any
account whatsoever.
[6. (1) Subject
to paragraph 4 of this Schedule, the following provisions of this paragraph
shall apply to the refund of prior special contributions to a member who has
died or has given notice of resignation from membership of the Society.
(2) Where
the death occurred or notice of resignation was given in 1996 or an earlier
year, the refund of the prior special contributions shall be effected by
repayment in equal annual instalments payable on such date as the Council may
determine in each of the years 1997 to 2003.
(3) Where
the death occurs or notice of resignation is given in any year from 1997 to
2002, the refund of such prior annual contributions as have not previously been
refunded under paragraphs 3 to 5 of this Schedule shall be effected by
repayment in equal annual instalments payable on such date as the Council may
determine in each year beginning with the following year and ending with the
year 2003.
(4) Where
the death occurs or notice of resignation is given in 2002 or any later year,
the refund of such prior special contributions as have not previously been
refunded under paragraphs 3 to 5 of this Schedule shall be effected by a single
repayment made on such date in the following year as the Council may determine.
(5) Where
a member gives notice of resignation after 31 August in any year and continues
to underwrite for the year of account which corresponds to the following year
the notice of resignation shall for the purposes of this paragraph be treated
as given in the following year.
(6) The
Council may offer to the personal representatives of a deceased member or
former member, instead of refunds of prior special contributions in annual
instalments in accordance with sub-paragraphs (2), (3) or (4), a refund by
single repayment of such amount of the special contributions as has not
previously been refunded, on such terms and discounted for early repayment in
accordance with such formula and at such date in the relevant year as the
Council may from time to time determine.]
NOTE
[6A. (1) Subject
to sub-paragraph (2), where for the time being an eligible member has ceased to
underwrite insurance business otherwise than in circumstances mentioned in
paragraph 4 of this Schedule (Òapproved arrangementsÓ) but has not given notice
of resignation from membership of the Society, the refund of such prior special
contributions as have not previously been refunded under paragraphs 3 to 5 of
this Schedule shall be effected by repayment in equal annual instalments
payable on such date as the Council may determine in each year beginning in
1997 or, if later, the calendar year corresponding to the first year of account
for which the eligible member is not underwriting insurance business, and
ending with the year 2003.
(2) Where
such an eligible member as is mentioned in sub-paragraph (1) recommences
underwriting insurance business before 2003, sub-paragraph (1) shall no longer
have effect in relation to him and the refund of such prior special
contributions as have not previously been refunded under paragraphs 3 to 5 or
6A1 of this Schedule shall be effected in accordance with paragraphs 3 to 5
beginning with the calendar year corresponding to the first year of account for
which the eligible member has recommenced underwriting.]
NOTE
7. Subject
to paragraph 8 of this Schedule, any refund of prior special contributions
under this Schedule shall be effected by making payment to the Society in its
capacity as membersÕ agentÕs trustee (or, as the case may require, regulating
trustee) of such one or more of the premiums trust funds of the member relating
to insurance business allocated to 1987 or a later year of account as the
Council may determine.
8. Where
moneys are for the time being payable by an eligible member to the Society
under paragraph 11, 12 or 13 of this byelaw, any repayment of prior special
contributions of that eligible member may be effected by setting off the amount
of the repayment against the amount so payable by that eligible member to the
Society.
Schedule
3ÑConsequential Amendments
[Paragraph
16]
[These
amendments have all been made on the original byelaws.]
523. High
Level Stop Loss Fund (Winding Up) Byelaw
No. 25 of
1996, 3 July 1996
COMMENCEMENT
The
byelaw came into force on 4 July 1996, with the exception of paragraphs 2(2)
and 3 to 9 which will come into force immediately after the Council declares
that all Equitas reinsurance contracts have become unconditional in accordance
with the terms.
AMENDMENT
This
byelaw was amended by:
High Level
Stop Loss Fund (Winding Up) (Amendment) Byelaw (No. 29 of 1996).
REVOCATION
This
byelaw was revoked on 5 December 2001 by byelaw No. 9 of 2001.
524.
LloydÕs Japan Inc. Byelaw No. 2 of 1997, 5 February 1997
COMMENCEMENT
This
byelaw came into force on 5 February 1997.
AMENDMENTS
This
byelaw was amended by
LloydÕs
Japan Inc. (Amendment) Byelaw (No. 13 of 1997).
EXPLANATORY
NOTE
(This note
is not part of the byelaw.)
This
byelaw makes provision for:
(a) the
appointment of LloydÕs Japan Inc. as a general agent of LloydÕs and of members
of LloydÕs in Japan for the purposes of the Japanese Insurance Business Law;
(b) the
making of levies on members for the purpose of financing the establishment and
operations of LloydÕs Japan Inc.;
(c) permitting
underwriting members to accept Japanese local insurance business otherwise than
through or from a LloydÕs broker; and
(d) to
exempt such business from the provisions of the Insurance Intermediaries Byelaw
(No. 8 of 1990) and the Binding Authorities Byelaw (No. 9 of 1990).
The Council
of LloydÕs, in exercise of its powers under section 6(2) and section 8(3) of,
and paragraphs (1), (4), (20), (41) and (42) of Schedule 2 to, LloydÕs Act 1982
by special resolution hereby makes the following byelaw.
1. Interpretation
The
provisions of the Schedule to this byelaw (interpretation) shall have effect.
2. LloydÕs
Japan Inc.
(1) The
Society shall appoint LloydÕs Japan Inc. as its general agent (as defined in
Article 219 of the Insurance Business Law (Law No. 105 of 1995) of Japan) for
the purposes of the provisions of Part II, Chapter 9, section 6 of that Law.
(2) The
Society may appoint LloydÕs Japan Inc. to do anything incidental or conducive
to the advancement and protection of the interests of members of the Society in
connection with the business carried on by them as such members in Japan or
elsewhere.
(3) No
member of the Society shall underwrite Japanese local insurance business unless
[LloydÕs Japan Inc. has been appointed, whether as a sub-delegate of the
managing agent concerned or otherwise, (a) to exercise functions on behalf of
that member sufficiently to comply with Article 219 of the Insurance Business
Law (Law No. 105 of 1995) of Japan and (b) to do such acts and things as may be
necessary or expedient for the purpose of the underwriting of Japanese local
insurance business by that member.]
(4) The
Council may from time to time prescribe the form and content of any agency
agreement to be entered into by or on behalf of any member of the Society [or
his managing agent] with LloydÕs Japan Inc. pursuant to sub-paragraph (3) and
may make different provision for different members or classes of member and for
different classes of business.
NOTE
3. Payment
of levies
(1) The
Council may from time to time require members of the Society who underwrite or
who propose to underwrite or who have underwritten Japanese local insurance
business to pay to the Society or, as the Council may determine, to LloydÕs
Japan Inc. levies for the purpose of financing, or reimbursing any expenses
incurred at any time in connection with, the establishment of LloydÕs Japan
Inc. or the operations of LloydÕs Japan Inc.
(2) The
amount of any levy made under sub-paragraph (1), the manner of calculating such
levy and the date or dates on which such levy shall be payable shall be such as
the Council may from time to time prescribe.
(3) Nothing
in this paragraph shall prevent LloydÕs Japan Inc. charging, pursuant to any
agency agreement or other agreement or arrangement between it and any member of
the Society or any managing agent of any such member, any commission, profit
commission, fee or other remuneration or any advance payment or reimbursement
of expenses incurred by it in the performance of its functions in connection
with the underwriting business of that member.
(4) Any
levy under this paragraph shall be made by service on the member or on his
managing agent of a notice specifying the amount payable and the date or dates
on which it is payable.
(5) Any
levy payable to the Society or to LloydÕs Japan Inc. under this paragraph which
is not paid on the due date for payment shall bear interest from the due date
until the date of payment (as well after as before judgment) at the rate
prescribed from time to time as applicable to judgment debts or such other rate
as the Council may from time to time prescribe.
(6) Any
sum payable to the Society or to LloydÕs Japan Inc. under this paragraph:
(a) shall
be paid free and clear from any set-off, counterclaim or deduction on any
account whatsoever; and
(b) shall
be recoverable in any court of competent jurisdiction as a civil debt.
(7) Payment
of levies in accordance with this paragraph shall be a condition relating to
permission to underwrite Japanese local insurance business at LloydÕs and the
provisions of the Membership Byelaw (No. 17 of 1993, 111) shall apply
accordingly where any member of the Society fails to comply with such
condition.
4. Acceptance
of business through LloydÕs Japan Inc.
(1) A
member of the Society may in the course of his underwriting business at LloydÕs
accept Japanese local insurance business through LloydÕs Japan Inc. directly
from any proposer or non-LloydÕs broker in Japan.
(2) The
Insurance Intermediaries Byelaw (No. 8 of 1990, 313) and the Binding
Authorities Byelaw (No. 9 of 1990, 314) and regulations made thereunder
respectively shall not apply to Japanese local insurance business accepted by
members of the Society through LloydÕs Japan Inc.
5. Commencement
This
byelaw shall come into force on 5 February 1997.
ScheduleÑInterpretation
In
this byelaw, unless the context otherwise requires:
ÒJapanese
local insurance businessÓ means insurance business in Japan which is carried on
under authorisation granted to LloydÕs from the Minister of Finance of Japan
pursuant to Article 219 of the Insurance Business Law (No. 105 of 1995) of
Japan;
ÒLloydÕs
Japan Inc.Ómeans the subsidiary of the Society incorporated by that name under
the law of Japan with limited liability;
Òmanaging agentÓ
means:
(a) an
underwriting agent which is listed as a managing agent on the register of
underwriting agents maintained under the Underwriting Agents Byelaw (No. 4 of
1984, 101) or
(b) a
substitute agent appointed under the Substitute Agents Byelaw (No. 20 of 1983,
300) to perform any of the functions of a managing agent;
Ònon-LloydÕs
brokerÓ means any broker or other intermediary, not being a LloydÕs broker,
engaged in the broking of insurance business.
525.
Central Accounting Byelaw No. 20 of 1998, 2 December 1998
COMMENCEMENT
This
byelaw came into force on 2 December 1998.
AMENDMENTS
This
byelaw was amended by
LloydÕs
Policy Signing Office Byelaw (No. 11 of 2000).
EXPLANATORY
NOTE
(This note
is not part of the byelaw.)
This
byelaw comes into force on 2 December 1998.
This
byelaw provides the legal framework for the operation of the Central Accounting
System (the ÒSystemÓ).
The
byelaw empowers the Council to prescribe in relation to participants in the
System such conditions and requirements as the Council may think fit to be
satisfied or complied with as a condition to participation in the System
(paragraph 4(1)).
In
addition to the general powers conferred on the Council, the Council is
specifically empowered to prescribe, among others, conditions and requirements
enabling the Society:
(a) to
require participants to lodge collateral with the Society in circumstances
where the Society deems it appropriate (paragraphs 4(2)(d) and 4(2)(e));
(b) to
refuse to settle a transaction where the Society deems it appropriate
(paragraph 13(2)(a));
(c) to
debit a recipient account where the amount due from another participant has not
been paid (paragraph 14); and
(d) to
suspend settlements where a participant is unable or appears to the Society to be
unable to fund a transaction (paragraph 16).
The
byelaw also prescribes rights, duties and obligations of the Society and System
participants respectively, designed to minimise settlement and liquidity risk.
PARAGRAPHS
PART
AÑPRELIMINARY
1. Interpretation
PART
BÑINSURANCE SERVICES
2. Provision
of services
3. Use
of services by members of the Society
4. Conditions
and requirements
PART
CÑCENTRAL ACCOUNTING SYSTEM
5. Central
accounting
6. Demand
and collection of moneys
7. Establishment
of bank accounts
8. Currencies
9. Advice
and accounting of System transactions
10. Settlement
of System transactions
11. Agreed
settlement dates
12. Settlement
information statements
13. Obligations
to fund settlements
14. Wrongful
and unpaid credits
15. Default
declarations
16. System
transactions involving defaulters
17. General
saving relating to default
18. Termination
of the System
19. Exclusion
from participation in the System
20. Saving of
rights on termination or exclusion
PART
DÑINFORMATION
21. Provision
of information
22. Storage and
distribution of information
23. Confidentiality
of information
PART
EÑMISCELLANEOUS AND GENERAL
24. Power of
the Council to prescribe charges
25. Regulations,
codes of practice and manuals
26. Power to
enter into agreements, etc.
27. Variation
of services
28. Service of
notices
29. Liability
30. Records/determinations
31. Compliance
with laws
32. Requirement
for security
33. Force
majeure
34. Powers of
the Council cumulative and exercisable from time to time
35. Commencement
and transitional provisions
36. Consequential
Amendments
SCHEDULEÑINTERPRETATION
The Council
of LloydÕs in exercise of its powers under section 6(2) of, and paragraphs
(19), (24), (32) and (37) of Schedule 2 to, LloydÕs Act 1982 by special
resolution hereby makes the following byelaw.
Part
AÑPreliminary
1.
Interpretation
The
provisions of the Schedule to this byelaw (interpretation) shall have effect.
Part
BÑInsurance Services
2.
Provision of services
(1)
The Society may provide the services referred to in sub-paragraph (2) on the
terms prescribed under this byelaw.
(2)
The services referred to in sub-paragraph (1) are:
(a) a
service for the accounting, netting and settlement of insurance transactions
and the transfer of funds more particularly described in Part C;
(b) [any
service incidental or relating to any foregoing services; and]
[(c) any other
service which the Council considers it is in the interests of any of the
persons referred to in subparagraph (4) or any class of them to receive in
conjunction with any of the foregoing services.]
(3)
All or any of the services may be provided wholly or partly by electronic means
and by the use of electronic documents.
(4)
The services may be provided to or on behalf of:
(a) the
Society (in its capacity as principal payee or payor under insurance
transactions or otherwise);
(b) any
subsidiary of the Society;
(c) any
member or group of members of the Society;
(d) any
underwriting agent (including any substitute agent);
(e) any
approved run-off company;
(f) [any
LloydÕs broker or any other person permitted by the Council to broke insurance
business at LloydÕs (other than as referred to in subparagraph (g));]
(g) any
non-LloydÕs broker broking insurance business at LloydÕs under an umbrella
arrangement registered under the Umbrella Arrangements Byelaw (No. 6 of 1988,
107);
(h) [any
trustee of any premiums trust deed or acting pursuant to any power under a
trust deed; and]
(i) [any
other person to whom the Council or any service provider agrees to provide a
service.]
(5)
The Society may provide any service to or on behalf of a participant whether
that participant is acting, or appears to the Society to be acting, as:
(a) a
principal;
(b) an
agent for a person, whether or not that person is a participant; or
(c) [a
trustee or pursuant to powers under a trust deed, in either case whether or not
the beneficiary of the trust concerned is, or where this is more than one,
includes, another person referred to in subparagraph (4).]
Provided
that in each of cases (b) and (c) the Society may treat such a trustee or agent
as if it were a transacting principal in respect of the provision of the
services and shall have no obligation to provide the services to, or claim
unpaid amounts owed by an agent or trustee hereunder from, underlying
principals or beneficiaries. The Society shall have a right to claim against
any agent or trustee.
[(6) The
Society may delegate the provision of all or any of the services referred to in
paragraph 2(2) to any person on such terms and conditions as the Council thinks
fit and/or may agree with another person that such other person may provide all
or any of such services on the terms and conditions set out or referred to in
this byelaw, on such terms and conditions as may be agreed with the Society
(including, without limitation, in relation to the provision of information and
assistance to the Society) or otherwise as the Council thinks fit. If agreed
with the Society, any such person may provide any such services in the name of
the Society and may, with prior written consent from the Council, sub-delegate
or delegate (as the case may be) the provision of all or any of such services
to another person on such terms as may be stipulated in the CouncilÕs consent.
(7) Nothing
in sub-paragraph (6) shall prevent any person (including, without limitation,
any service provider) other than the Society from providing services to any
person referred to in sub-paragraph (4), on such terms as it may agree with
that person provided such terms do not, without the CouncilÕs prior written
consent, amend, alter or make ineffective any of the terms and conditions on
which the Society has agreed that the services referred to in paragraph 2(2)
may be provided by such person, whether as a delegate or sub-delegate of the
Society or otherwise.]
NOTE
[3. Use
of Services
(1) The
Council may direct that any member of the Society and any underwriting agent or
approved run-off company acting on his behalf shall use any service referred to
in paragraph 2(2) as may be specified in the CouncilÕs direction in the course
of the memberÕs underwriting business at LloydÕs (whether such service is
provided or is to be provided by the Society or by any service provider).
(2) Without
prejudice to sub-paragraph (1), the Council may direct that any person falling
within any of sub-paragraphs 2(4)(b), (d) to (i) shall use any service referred
to in paragraph 2(2) as may be specified in the CouncilÕs direction in the
course of that personÕs business at LloydÕs (whether such service is provided
or is to be provided by the Society or by any service provider) or, in the case
of any trustee of any premiums trust deed, in the course of his activities as
such.
(3) Any
direction given under sub-paragraph (1) or (2) may:
(a) impose
conditions or requirements which are absolute or which are to vary from time to
time by reference to such factors as are specified in or are determined in
accordance with such conditions and requirements;
(b) make
different provision for different classes of person or for specific persons
(including, without limitation, different classes of member of the Society or
underwriting agent or specific members or underwriting agents) and for
different classes of insurance transaction or for specific insurance
transactions;
(c) make
different provision for bodies corporate, Scottish limited partnerships and
individuals;
(d) contain
incidental, supplementary and transitional provisions.]
NOTE
4.
Conditions and requirements
[(1)
The Council may prescribe such conditions and requirements to be satisfied or
complied with as a condition for the use or provision of a service as it thinks
fit and without consulting any participant (whether such service is provided or
is to be provided by the Society or by any service provider), and may add to,
alter or withdraw any condition or requirement so prescribed.
(2)
Without prejudice to the generality of sub-paragraph (1), any conditions and
requirements prescribed under that sub-paragraph may:
(a) include
the requirement to complete applications, notices and other documents in the
prescribed form;
(b) include
the requirement to execute, complete or execute and deliver or otherwise become
a party to any prescribed form of application, notice, deed, trust deed,
contract, assignment, undertaking, mandate, authority, power of attorney,
negotiable instrument, agreement or other document or instrument whatsoever;
(c) include
requirements relating to the provision of certificates, confirmations, declarations,
information, opinions or reports, relating to a person applying to use a
service (each such person being referred to in this byelaw as an ÒapplicantÓ)
or to its directors, partners, managers, controllers, major shareholders or
connected companies, in the prescribed form and to be given by such persons as
the Council may prescribe or approve;
(d) include
requirements relating to the financial position of the participant including,
without limitation, the imposition of requirements limiting the individual
and/or aggregate value of insurance transactions processed through the system
by any participant or the provision of security by any participant whose
financial position is uncertain;
(e) include
requirements relating to the provision by participants of funds or other
security (including, but not limited to, letters of credit, charges or
guarantees) for the settlement and payment of insurance transactions on their
behalf or to discharge any obligation incurred by them as a participant to any
person;
(f) prescribe
warranties and confirmations to be given by a participant or applicant;
(g) prescribe
exclusions of liability to apply for the benefit of any person providing the
services or any of them;
(h) prescribe
indemnities to apply for the benefit of any person providing the services or
any of them or any participant;
(i) prescribe
provisions relating to the use and disclosure of information by any person
providing the services or any of them or any participant;
(j) provide
that any authority to be given to any person providing the services or any of
them is irrevocable or may be revoked only under certain conditions; and
(k) provide
for responsibility for the accuracy and/or completeness of information supplied
to or by any person providing the services.
(3) Without
prejudice to the generality of sub-paragraph (1), any conditions and
requirements prescribed under that sub-paragraph may:
(a) impose
conditions and requirements which are absolute or which are to vary from time
to time by reference to such factors as are specified in or are determined in
accordance with such conditions and requirements;
(b) make
different provision for different classes of person or for specific persons
(including, without limitation, different classes of member of the Society or
underwriting agent or specific members or underwriting agents) and for
different classes of insurance transaction or for specific insurance
transactions;
(c) make
different provision for bodies corporate, Scottish limited partnerships and
individuals;
(d) specify
circumstances in which an applicant or a participant is to be exempt from any
such condition or requirement or may be excused from compliance with any such
condition or requirement to such an extent as the Council may think fit;
(e) require
any underwriting agent to execute, complete or execute and deliver or otherwise
become a party to any applications, notices, deeds, trust deeds, contracts,
assignments, undertakings, mandates, authorities, powers of attorney,
negotiable instruments, agreements or other documents or instruments whatsoever
on behalf of any member of the Society on whose behalf the underwriting agent
has the power and authority to so execute, complete or execute and deliver; and
(f) contain
incidental, supplementary and transitional provisions.
(4) Any
application, notice, deed, trust deed, contract, assignment, undertaking,
mandate, authority, power of attorney, negotiable instrument, agreement or
other document or instrument whatsoever which a person is required to execute,
complete or execute and deliver or otherwise become a party to under
sub-paragraphs (2) or (3) may provide that it can be amended by resolution of
the Council from time to time.
(5)
In exercise of its powers under this paragraph, the Council may at any time
require:
(a) any
applicant or participant;
(b) any
controller of an applicant or of a participant;
(c) any
director of an applicant or of a participant;
(d) any
partner in an applicant or in a participant;
(e) any
major shareholder of an applicant or of a participant;
(f) any
manager of an applicant or of a participant; or
(g) in
relation to a Scottish limited partnership, a specified person in relation to
that Scottish limited partnership
to execute
or execute and deliver (and may require the applicant or participant to procure
that he executes or executes and delivers) an undertaking in favour of the
Society in the prescribed form.
(6)
An undertaking in the form prescribed for the purposes of sub-paragraph (5) may
include terms to the effect that the person giving the undertaking:
(a) submits
to the disciplinary, regulatory and general jurisdiction of the Council;
(b) will,
both while he remains an applicant, participant, or a controller, director,
partner, major shareholder, manager or specified person of or in relation to
the applicant or participant concerned and at all times thereafter, provide to
the Council such information, explanations, documents and other material
relating to the applicant or participant or its business of insurance at
LloydÕs or to any persons involved in or connected with such applicant,
participant or business (including, without limitation, any service provider),
or any other information, explanations, documents or other material which the
Council may consider necessary or appropriate to be given or produced.
(7)
The Council may provide that its liability under paragraph 29 of this byelaw is
amended in whatever manner, form and extent that it sees fit.]
NOTE
Part
CÑCentral Accounting System
5. Central
Accounting
(1)
The Society may, as part of the services referred to in paragraph 2(2),
maintain a system to be known as the Central Accounting System (the ÒSystemÓ)
for the processing, advice, accounting, netting and settlement of insurance
transactions (including monetary obligations arising from insurance
transactions) and other transfers of funds.
(2)
In providing the services, the Society is acting as the settlement agent of
each of the participants and undertakes no liability as a principal to any
participant in respect of any insurance transaction.
6. Demand
and collection of moneys
(1)
The Society, as principal in respect of amounts due to it as principal payee
under any insurance transaction, or as agent of any other participant, may
demand and/or collect from any participant any moneys which are, or which
appear to the Society to be, due on any settlement date from that participant
(whether as agent or principal) to any other participant or participants
(whether as agent or principal) (each a ÒpayeeÓ) under any System transaction.
(2)
The Society may give a receipt (which may be conditional) on behalf of any
participant for moneys collected under subparagraph (1).
(3)
The Society, as principal in respect of amounts due from it as principal payor
under any insurance transaction, or as agent of any other participant may pay
or procure payment of any of the amounts referred to under subparagraph (1) to
the relevant payee.
(4)
The Society may, in making payments to and collecting payments from
participants, pursuant to subparagraphs (1) and (3) above, aggregate and net
all such payments in accordance with paragraph 10.
(5)
Subject to paragraph 10, payments under System transactions shall be made by
participants in full and without set-off, deduction or counterclaim.
7.
Establishment of bank accounts
(1)
The Society may open and maintain one or more bank accounts for the purpose of
operating, or providing any service under, the System.
(2)
Every participant shall open and maintain such accounts with approved banks as
the Council may prescribe.
(3)
Without prejudice to the generality of the CouncilÕs powers under paragraph 4,
the Council may as a condition of participation, or continued participation, in
the System require participants to establish irrevocable direct debit
arrangements and/or direct credit arrangements in favour of the Society or such
other persons as the Council may specify.
8.
Currencies
(1)
System transactions shall be settled only in a System currency.
(2)
Subject to sub-paragraph 8(3), participants shall agree currency conversion
arrangements between themselves as are necessary to effect settlement in
respect of insurance transactions expressed in convertible currencies which are
required to be settled under the System.
(3)
The Council may, but shall not be obliged to, prescribe the exchange rate to be
used, and the procedures and requirements to be followed, for the conversion of
amounts payable in respect of underlying insurance transactions expressed in a
convertible currency into a System currency and for making adjustments to
exchange rates.
(4)
The Council may on written notice to participants declare that a convertible
currency is to become a System currency or declare that a System currency is no
longer a System currency.
9. Advice
and accounting of System transactions
(1)
In respect of any System transaction, the participants concerned shall provide
to the Society such information and documents relating to it as the Council may
require in order to facilitate the advice and, if necessary, the accounting,
netting and settlement of the System transaction.
(2)
Without prejudice to the generality of sub-paragraph (1), any requirement made
under that sub-paragraph may:
(a) impose
conditions which are absolute or which are to vary from time to time by such
factors as are specified in or are determined in accordance with such
conditions and requirements;
(b) make
different provision for different classes or categories of participants;
(c) make
different provision for different classes or categories of insurance
transaction;
(d) be
made in respect of a specific insurance transaction or a specific class or
category of insurance transaction or be of general application;
(e) contain
incidental and supplementary provisions.
(3)
The Society shall be entitled to rely on information and documents provided
under sub-paragraph (1) in effecting System transactions.
10.
Settlement of System transactions
(1)
Subject to paragraphs 10(5) and 16, prior to each settlement date (the
Òrelevant settlement dateÓ) the Society shall calculate in respect of each
participant and in respect of each System currency:
(a) the
aggregate amount due to be paid to that participant by the other participants
under all System transactions of which the Society has notice which are
denominated in that System currency and are due to be settled on the relevant
settlement date (the ÒentitlementsÓ);
(b) the
aggregate amount due to be paid by that participant to other participants under
all System transactions of which the Society has notice which are denominated
in that System currency and which are due to be settled on the relevant
settlement date (the Ògross paymentsÓ).
(2)
If the entitlements exceed the gross payments the amount of such excess shall,
subject to sub-paragraph 13(4), be directly credited or otherwise paid by the
Society to the participant on the relevant settlement date.
(3)
If the gross payments exceed the entitlements, the amount of such excess shall
be directly debited by the Society from such participantÕs account(s) or paid
by the participant to the Society on the relevant settlement date.
(4)
The Society shall settle a System transaction otherwise than in accordance with
sub-paragraphs (1) to (3) where the Council so directs and the Council shall
consider representations from participants that a System transaction that would
otherwise be settled in accordance with sub-paragraphs (1) to (3) should not be
so settled.
(5)
Any direction made under sub-paragraph (4) may be given in respect of a
specific System transaction or a specific class of System transaction or be of
general application.
11. Agreed
settlement dates
(1)
Amounts due for settlement under the System shall be settled or brought into
settlement between participants on one of the applicable settlement dates as
specified from time to time by the Council.
(2)
The Council may prescribe the forms to be used, and the procedures and
requirements to be followed, by participants to indicate to the Council the
settlement date or dates agreed by participants under sub-paragraph (1).
12.
Settlement information statements
(1)
The Society may deliver to every participant settlement information statements
in accordance with this paragraph.
(2)
A settlement information statement delivered to a participant may provide such
information as to enable the participant to ascertain (from the settlement
information statement alone or in conjunction with other information) those
System transactions to which the participant is a party and which have been, or
which will be, accounted and, if such is the case, settled under the System
during the period covered by the settlement information statement.
(3)
Settlement information statements delivered under sub-paragraph (1) may:
(a) contain
different information for different classes of participant and for different
classes of System transaction;
(b) be
delivered at such intervals as the Council may determine; and
(c) contain
such additional information as the Council may determine.
(4)
A participant may appoint such person as the Society, operating its customary
procedures for transmission, is able to send settlement information statements
to, to receive settlement information statements on its behalf.
(5)
The members of a syndicate shall for the purposes of subparagraph (4) be deemed
to have appointed the managing agent of the syndicate to receive all settlement
information statements on their behalf.
(6)
Where a participant has appointed a person under subparagraph (4), the
participant shall give written notification to the Council of the appointment
together with such additional information as the Council may require.
(7)
Where a participant has appointed a person under subparagraph (4), the
obligations of the Council to the participant under subparagraph (1) shall be
discharged by delivery of settlement information statements to the person so
appointed by the participant.
13.
Obligation to fund settlements
(1)
Every participant shall, in accordance with any conditions and requirements of
the Council, make available, or procure that there are made available,
sufficient funds on the applicable settlement date for the settlement of any
System transaction in respect of which amounts are to be paid by or on behalf
of that participant.
(2)
Where a participant is required to make funds available for the settlement of
System transactions and does not make the full amount of such funds available
on or before the applicable settlement date the Society may:
(a) refuse
to settle any or all System transactions until sufficient funds have been made
available; or
(b) apply
any funds received from the participant in the pro rata settlement of
outstanding System transactions to which it is a party; or
(c) settle
any or all System transactions in respect of, on account of or on behalf of the
participant.
(3)
Where the Society settles a System transaction under subparagraph (2)(c), the
participant shall on demand pay forthwith to the Society amounts equal to any
sums so paid in settlement in respect of, on account of or for the benefit on
behalf of that participant, together with (if so demanded) interest thereon
charged in accordance with sub-paragraph (4) and shall indemnify the Society in
respect of any interest paid or payable or any charges, expenses or liabilities
incurred by the Society by reason of the Society having settled the System
transaction, and the Society may bring proceedings to recover the same as a
civil debt. All amounts payable pursuant to this sub-paragraph by any participant
carrying on an underwriting business shall be treated for all purposes as an
expense of that underwriting business.
(4)
Where the Society refuses to settle any System transaction under sub-paragraph
2(a) the Society shall reduce the amount of the entitlements of any participant
payable to it pursuant to paragraph 10 by the amount which such participant
would have received in respect of such System transaction had it been settled
in full. Where the Society makes a pro rata partial settlement of a System
transaction under subparagraph 2(b) the Society shall reduce the amount of the
entitlements of any participant payable to it pursuant to paragraph 10 by an
amount equal to the amount which such participant would have received in
respect of such System transaction had it been settled in full less the amount
of the pro rata partial settlement made by the Society.
(5)
The Society may charge interest on any amount paid under sub-paragraph (2)(b)
from the applicable settlement date until the date of repayment of such amount
to the Society. The rate of interest shall be 5 per cent above the then current
base lending rate of National Westminster Bank plc (or such other leading bank
as the Council may select).
(6)
Without prejudice to any other powers of the Society or the Council, the
Society may treat any sum payable under subparagraph (3) or (4) as a System
transaction which may be settled, or brought into settlement, under the System.
(7)
Without prejudice to the provisions of paragraph 20, the rights and liabilities
conferred or created by this paragraph shall subsist notwithstanding that the
participant in respect of, or on account of or for the benefit of whom a
transaction has been settled under subparagraph 2(b) has, if a member of the
Society, ceased to be such a member by reason of resignation, death or
otherwise or, if not such a member, has ceased to be a participant.
14.
Wrongful and unpaid credits
(1)
Where, in calculating the entitlements due to a participant under paragraph
10(1)(a), the Society has taken into account any amount which is due to be paid
to that participant and which is not subsequently paid on the relevant
settlement date or any amount which is not due to that participant on the
relevant settlement date, the Society may directly debit the accounts of that
participant in respect of that amount or make demand for the prompt repayment
of that amount. Such participant shall repay the Society immediately on its
making such demand and that participant shall indemnify the Society against any
loss, liability, charge or expense arising from the crediting or other payment
of such amount to its account.
(2)
Where, at any stage during the operation of a service a participant becomes
aware of an inputting or similar or analogous error such participant shall
immediately notify the Society of the error. The Society may, where it is
practicable so to do, reverse any transaction notified to it as having been
erroneously made or of which the Society has itself become aware.
15. Default
declarations
(1)
Where:
(a) a
participant:
(i) is
unable to fulfil its obligations in respect of any System transaction; or
(ii) appears
to the Council to be or likely to be so unable; or
(b) an
insolvency event occurs in relation to the participant or any relevant
principal or beneficiary on whose behalf it acts,
the Council
may make a default declaration in respect of that participant, whereupon the
following provisions of this Part shall apply.
(2)
Where the Council makes a default declaration, it shall as soon as is
reasonably practicable thereafter give written notice of the default
declaration to the defaulter and such other persons as the Council thinks fit.
(3)
The form of the default declaration and the manner in which notice thereof is
given to the persons referred to in subparagraph (2) shall be as the Council
thinks fit.
(4)
The Council may at any time it thinks fit revoke a default declaration.
(5)
Where the Council revokes a default declaration it shall give written notice
thereof to the defaulter and such other persons as the Council thinks fit.
16. System
transactions involving defaulters
As
soon as is reasonably practicable after a participant has been declared a
defaulter, the Society may:
(a) suspend
the settlement of sums due to or from the defaulter which would otherwise be
settled or brought into settlement on settlement dates after the date on which
the participant has been declared a defaulter; and
(b) take
such steps and make such arrangements as the Council thinks fit to facilitate
the settlement of amounts due to the defaulter from other participants and
other persons and amounts due from the defaulter to other participants and
other persons, provided that the Society shall not be obliged to take any
action in respect of the settlement of sums for which instructions have already
been given to any relevant clearing institutions.
17. General
saving relating to default
Nothing
in this Part shall prevent the Council, the Society, any other participant or
any other person from exercising any lawful right or fulfilling any lawful
obligation in respect of the defaulter whether or not the right or obligation
concerned arises in respect of a System transaction.
18.
Termination of the System
(1)
The Council may in its absolute discretion upon giving not less than twelve
monthsÕ notice (or such lesser period as the Council may determine at any time,
having regard to the prevailing circumstances) to participants terminate any or
all of the services including the provision of the System.
(2)
As soon as practicable after any notice to terminate the System has taken
effect the Council shall take such steps as it considers appropriate:
(a) to
account to participants for any sums that may be due to them under the System;
and
(b) to facilitate
the orderly winding up of the System.
(3)
Termination of the System or any service shall not release any participant from
any liability which at the time of termination had already accrued to another
participant or the Society nor affect in any way the provisions of paragraphs
30 and 31.
19.
Exclusion from participation in the System
(1)
The Council may exclude a participant from participation in the System where:
(a) in
the opinion of the Council, the participant has used or is using or is proposing
to use the System in a way which has caused or is causing or will cause
material harm or damage to the System, other participants or information
processed, held or transmitted on, under or through the System;
(b) the
participant has ceased to be a person referred to in paragraph 2(4)(b) to (h);
(c) the
Council has made a default direction in respect of the participant under
paragraph 15;
(d) an
insolvency event has occurred in relation to the participant or any principal
or beneficiary on whose behalf it acts;
(e) the
participant has failed to comply with a condition or requirement prescribed
under paragraph 4 or any other provision of this byelaw or any provision of any
regulation, code of practice or manual made or published by the Society issued
under paragraph 25;
(f) the
participant has failed to pay a charge payable under paragraph 24 within the
period for the time being prescribed; or
(g) having
regard to the circumstances then pertaining the Council thinks fit that a
participant is excluded from participation in the System.
(2)
Before exercising the powers conferred on the Council by this paragraph in
respect of a participant referred to in paragraph 2(4)(c) to (h), the Council
shall:
(a) inform
the participant concerned in writing of its intention and of the grounds for
the intended exclusion; and
(b) allow
the participant to make representations as to the intended exclusion within
such a period and in such form as the Council may allow.
(3)
If in the opinion of the Council the power conferred by subparagraph (1) is
required to be exercised immediately, the Council may exercise such powers
without having first taken the steps referred to in subparagraph (2).
(4)
In any case falling within subparagraph (3) the Council shall:
(a) as
soon as possible inform the participant concerned of the reasons for the
exclusion; and
(b) allow
the participant to make representations within such period as the Council may
require.
(5)
The Council shall as soon as practicable after the exclusion of a participant
from participation in the System notify in writing all the other participants
thereof.
(6)
An appeal shall lie to the Appeal Tribunal in accordance with the Appeal
Tribunal Byelaw (No. 32 of 1996, 420) against the exclusion from participation
in the System under sub-paragraph (1)(a), (c) or (e) of a System participant
referred to in paragraph 2(4)(c) to (h).
20. Saving
of rights on termination or exclusion
The
termination of the System under paragraph 18 or the exclusion from participation
of a participant under paragraph 19 shall not affect any right, obligation or
liability of any person accrued, due or outstanding at the date of termination
or exclusion and arising under the System or from his participation in the
System or in respect of any System transaction.
Part
DÑInformation
21.
Provision of information
[(1)
The Council may require any participant to provide the Society and/or any
service provider with such information as the Council may specify in connection
with the provision of any service.
(2)
Each participant shall immediately notify the Council and any service provider
on becoming aware that an insolvency event has occurred or is likely to occur
in relation to it or any principal or beneficiary on whose behalf it acts.]
NOTE
22. Storage
and distribution of information
[The
Society and any service provider may as part of, or for the purposes of, or in
connection with, providing a service hold information provided under paragraph
21 or any other provisions of this byelaw or otherwise provided to, or obtained
by, it in providing a service and, subject to paragraph 23, may distribute such
information or any of it.]
NOTE
23.
Confidentiality of information
[(1)
Subject to sub-paragraph (2) and paragraph 26(2), information provided to, or
obtained by, the Society under this byelaw or in providing any service shall be
held subject to the provisions of the Information and Confidentiality Byelaw
(No. 21 of 1993, 417) provided that the Council may:
(a) use
or disclose such information in so far as it is necessary for the purposes of
the exercise by the Council of powers contained in LloydÕs Acts 1871 to 1982 or
in byelaws or regulations made thereunder, and
(b) disclose
such information to any service provider in so far as it thinks fit.
(2)
Information provided to, or obtained by, any service provider under this byelaw
or in providing any service shall be held subject to the provisions relating to
disclosure and use as may be agreed between the service provider and the Society.]
NOTE
Part
EÑMiscellaneous and General
24. Power
of the Council to prescribe charges
(1)
Every applicant and every participant shall pay to the Society such charges as
the Council may require.
(2)
For the purposes of this paragraph the Council may:
(a) determine
the amount of any charges in accordance with a specified scale or other
specified factors;
(b) determine
the time or times of payment of charges;
(c) provide
for the exemption from payment of, or the return or abatement of, any charges
in specified circumstances;
(d) charge
interest on such amounts of charges as are unpaid on the due date until the
date of payment at a rate determined by the Council; and
(e) make
different provision for different cases.
25.
Regulations, codes of practice and manuals
(1)
The Council may make, amend and terminate regulations, and issue codes of
practice and manuals in respect of the provision and operation of the services
or any of them and the administrative and technical procedures to be observed
by participants.
(2)
Where any provision in a regulation, code of practice or manual made or issued
under subparagraph (1) conflicts with a provision of this byelaw or any
condition or requirement made under this byelaw, the latter shall prevail.
26. Power
to enter into agreements, etc.
(1)
The Society may enter into such contracts and arrangements as the Council
considers are necessary or expedient for the purposes of or in connection with
the provision of any service under this byelaw.
(2)
Where the Society has entered into a contract or arrangement as described in
subparagraph (1), and, as a result thereof, the Council uses systems and
equipment owned, maintained, operated or controlled by third parties, the
Council may disclose to such third parties information about participants and
System transactions to the extent that such disclosure is necessary for the
purpose of, or giving effect to, the contract or arrangement concerned.
[(3)
Any service provider may, if the Council so agrees, disclose to third parties
information about participants and their businesses to the extent that such
disclosure is necessary for the purpose of or in connection with the provision
of any service.]
NOTE
27.
Variation of services
(1)
Subject to this paragraph, the Council may vary a service or any part of a
service.
(2)
Subject to subparagraph (3), the Council shall not vary a service to any
material extent without giving prior notice of the proposed variation to the
affected participants. The Council shall consider the representations (if any)
of the affected participants on any such variation before reaching any decision
on the variation.
(3)
If in the opinion of the Council any material variation is required to be made
as a matter of urgency in order to enhance a service or any part of a service
or to preserve the integrity of the services or any part of a service or to
preserve the interests of participants or any of them the Council may make that
variation without first having taken the steps referred to in subparagraph (2).
(4)
In any case falling within sub-paragraph (3) the Council shall:
(a) as
soon as practicable thereafter inform the affected participants in writing of
the variation; and
(b) permit
the affected participants to make representations to the Council on the action
taken by the Council within such period as the Council may prescribe
and where
such representations are received by the Council, it shall reconsider the
action taken under subparagraph (3).
28. Service
of notices
[(1)
All notices and other communications by the Society or a service provider which
are required to be given to a participant under this byelaw shall for all
purposes be treated as effectively given if left at or sent by post to the
address from time to time notified to the Society or the service provider in
question by that participant as the address to which notices and other
communications are to be sent or, if given by telex or facsimile transmission,
by submitting it to such number from time to time notified to the Society or the
service provider in question as appropriate by that participant.]
NOTE
(2)
Any notice or communication sent to a participant by internal or ordinary post
shall be treated as having been effectively given by properly addressing and
posting (and, in the case of ordinary post, prepaying) a letter containing that
notice or communication and shall be deemed to have been served 24 hours after
the letter is posted. Any notice or communication sent by telex or facsimile
transmission shall be deemed to have been received when evidence of its receipt
is transmitted to the person sending it and any notice or communication sent by
electronic means shall be deemed to have been received when transmitted.
29.
Liability
(1)
Neither the Society nor any delegate of the Society (each a Òservice providerÓ)
shall have any liability (whether direct or indirect, in contract, tort or
otherwise) to any participant or any principal or beneficiary of any
participant or any of their respective shareholders or any other person (each
such person a ÒclaimantÓ) for or in connection with the services except for
direct losses suffered by the claimant to the extent that such losses are found
in a final, non-appealable judgment by a court of competent jurisdiction to
have resulted directly and primarily from the negligence or wilful misconduct
of that service provider and in no event shall that service provider be liable
for any claimantÕs loss of profits, business or anticipated savings or for any
indirect or consequential loss whatsoever.
(2)
Without limiting any provision of sub-paragraph (1), the Society shall not be
responsible for the negligence or misconduct of, or any other loss or liability
arising in connection with, the action or inaction of any delegate selected by
the Society with reasonable care.
(3)
The Society will have no liability or responsibility, except as expressly
provided in this byelaw, for the good faith or acts or omissions,
creditworthiness, performance or standing of any participant or any other
person whomsoever or for admitting any participant to the System, making or
failing to make any default declaration in respect of a participant or taking
or failing to take any action to terminate or suspend the provision of any
service to any participant.
(4)
The Society assumes no liability or responsibility for the consequences arising
out of delay or loss in transmission of any messages, letters, cheques or
documents, or for delay, mutilation or other errors arising in transmission of
any telecommunication or other electronic notification and will not be liable
or responsible for any delays resulting from the need to obtain clarification
of any instructions received.
(5)
Each participant agrees to indemnify and hold harmless the Society from and
against any and all claims, damages, losses, liabilities, costs and expenses
(including, without limitation, legal fees and disbursements) that may be
incurred by or asserted or awarded against the Society, in each case arising
out of or in connection with any investigation, litigation or other proceeding
commenced by any person against the Society which arises out of or in
connection with the provision by the Society of any of the services to that
participant or as a result of any breach by that participant of its obligations
to the Society, except to the extent such claim, damage, loss, liability, cost
or expense has resulted directly and primarily from the SocietyÕs negligence or
wilful misconduct. All amounts payable pursuant to this sub-paragraph by any
participant carrying on an underwriting business shall be treated for all
purposes as an expense of that underwriting business.
30.
Records/Determinations
(1)
In the absence of manifest error, the records of the Society relating to the
settlement of System transactions shall constitute conclusive evidence as to
the matter.
(2)
Any determination or notification by the Society concerning any rate or amount
to be determined or calculated in connection with the services shall, in the
absence of manifest error, be conclusive evidence as to the matter.
31.
Compliance with laws
In
carrying out the services the Society may refrain from doing anything which
might, in its opinion, constitute a breach of any law or regulation or any duty
of confidentiality or be otherwise actionable at the suit of any person and may
do anything which, in its opinion, is necessary or desirable to comply with any
law or regulation of any jurisdiction or to comply with the order of any court.
32.
Requirement for Security
The
Society may require the receipt of security satisfactory to it, whether by way
of payment in advance or otherwise, against any liability or loss which it will
or may incur in taking any proceedings or action arising out of or in
connection with the services as a condition of commencing those proceedings or
taking any action.
33. Force
Majeure
The
Society shall have no responsibility or liability for or regarding any
non-performance, improper performance, suspension of performance or delay in
performance, of the SocietyÕs obligations under or in connection with the
services by reason of any circumstances beyond the SocietyÕs reasonable control
including, without limitation, by reason of any failure by a clearing agent to
make a payment on a settlement date, any breakdown or failure of transmission,
communication or computer facility or other mechanical breakdown or
malfunction, work stoppage, postal or other strike or other labour disturbance
or industrial action, earthquake, flood, fire, storm and other act of God,
explosion, accident, sabotage, terrorism, insurrection, revolution, riot,
rebellion or other unrest or disturbance or present or future law or act of any
governmental or regulatory authority.
[33A.
Powers to prescribe etc.
(1)
The Council shall have power to prescribe the form and contents of any
documents referred to in this byelaw as being in the prescribed form.
(2)
The Council shall have power to prescribe or approve (as the case may be):
(a) the
persons referred to in paragraph 4(2)(c);
(b) the
warranties and confirmations referred to in paragraph 4(2)(f);
(c) the
exclusions of liability referred to in paragraph 4(2)(g);
(d) the
indemnities referred to in paragraph 4(2)(h);
(e) the
provisions relating to the use and disclosure of information referred to in
paragraph 4(2)(i);
(f) the
accounts with approved banks referred to in paragraph 7(2); and
(g) the
period referred to in paragraph 27(4)(b).]
NOTE
34. Powers
of the Council cumulative and exercisable from time to time
Except
in so far as it is expressly otherwise provided, any power conferred on the
Council by any provision of this byelaw:
(a) is in
addition to, and shall not be construed as limiting or being limited by, any
other power of the Council whether conferred by any other provision of this byelaw
or otherwise; and
(b) may
be exercised from time to time.
35.
Commencement and transitional provisions
(1)
This byelaw shall come into force on 2 December 1998.
(2)
The documents entitled ÒLloydÕs Policy Signing and Central Accounting ManualÓ
and ÒLloydÕs American and Canadian Trust Funds ManualÓ shall be deemed to be
manuals issued under paragraph 25.
(3)
The Central Accounting Agreement dated 2 December 1960 made between the
Underwriting Members of LloydÕs and the Society shall be entirely superseded by
this byelaw and shall be of no further effect from 2 December 1998.
(4)
Clause 4 of the L.P.S.O. Agreement (the ÒL.P.S.O. AgreementÓ) dated 1 January
1974 (as amended by the Council on 24 October 1983) made between the Several
Members of LloydÕs and the Society shall have no further effect from 2 December
1998. The remaining provisions of the L.P.S.O. Agreement shall continue in
force.
36.
Consequential Amendments
The
Appeal Tribunal Byelaw (No. 32 of 1996, 420) is amended in Schedule 3 thereto
as follows:
[These
amendments have been made on the original byelaw.]
ScheduleÑInterpretation
1.
In this byelaw, unless the context otherwise requires:
ÒapplicantÓ
has the meaning given to it in paragraph 4(2)(c);
Òapproved
bankÓ means any company which carries on the business of banking and is
approved for the purposes of this byelaw by the Council and shall include those
banks approved for the purposes of paragraph 28 of the LloydÕs Brokers Byelaw,
106;
Òapproved
run-off companyÓ has the meaning given to it in the Run-Off Companies Byelaw
(No. 2 of 1995, 114);
ÒarrangementÓ
includes any agreement or arrangement whether or not intended to be enforceable
by legal proceedings and whether or not evidenced in writing;
Òauthorised
personÓ means in any provision of this byelaw a person authorised by the
Council to discharge the duties and functions conferred by the Council;
Òbinding
authorityÓ has the meaning given to it in the Binding Authorities Byelaw (No. 9
of 1999, 314);
ÒclaimantÓ
has the meaning given to it in paragraph 29(1);
Òconvertible
currencyÓ means a currency which is not a System currency;
Òdefault
declarationÓ means a declaration made by the Council under paragraph 15(1);
ÒdefaulterÓ
means a participant in respect of which the Council has made a default
declaration;
Òdirect
credit arrangementÓ means any arrangement whereby a person is authorised to
credit another personÕs account;
Òdirect
debit arrangementÓ means any arrangement whereby a person other than the
account holder is authorised to debit, or take money from, that account;
ÒentitlementsÓ
has the meaning given to it in paragraph 10(1);
[Ògeneral
partnerÓ means a company which is registered as a general partner of a Scottish
limited partnership pursuant to the Limited Partnerships Act 1907;]
NOTE
Ògross
paymentsÓ has the meaning given to it in paragraph 10(1);
Òinsolvency
eventÓ means:
(a) in
relation to any individual or partnership, the making of a receiving order in
bankruptcy against such individual or any partner in such partnership by the
due process of law of any country, such individual or partner in such
partnership making or proposing any composition with his creditors or otherwise
acknowledging his insolvency, or being adjudicated bankrupt or adjudicated or
declared insolvent by the due process of law of any country; and
(b) in
relation to any body corporate its making or proposing any composition with its
creditors or otherwise acknowledging its insolvency, a proposal being made in
respect of it under section 2 of the Insolvency Act 1986, a bankruptcy order
being made against it by the due process of law of any country, its being
adjudicated or declared insolvent by the due process of law of any country, an
order being made or resolution being passed for its winding up or dissolution,
an administration order being made in respect of it under section 9 of the
Insolvency Act 1986, a receiver, trustee or analogous officer being appointed
in respect of the whole or any material part of its property or assets, its
directors presenting or filing in any court a petition in respect of its
bankruptcy, winding up or other insolvency or which seeks any reorganisation,
dissolution or similar relief or there occurring an event in any jurisdiction
which is analogous to any of the foregoing events;
ÒinsuranceÓ
includes assurance, reinsurance, reassurance and suretyship;
Òinsurance
documentÓ means any document whether constituted by written or electronic
media:
(i) constituting
or relating to, or purporting to constitute or relate to, any slip, policy,
contract of or for insurance, binding authority, line slip, or LloydÕs brokerÕs
marine line slip;
(ii) being
or purporting to be ancillary or supplemental to or by way of variation or
cancellation of any document referred to in (i);
(iii) recording
or purporting to record any agreement to settle or compromise any claim under
or in respect of any document referred to in (i) and (ii);
Òinsurance
transactionÓ means any transaction effected, or intended to be effected, as
part of, or arising from, the business of insurance or any activity whatsoever
directly or indirectly related to, or arising from, the business of insurance;
[ÒmanagerÓ
means:
(a) in
relation to a body corporate, a person who exercises managerial functions under
the immediate authority of the directors of a corporate member or any of them;
(b) in
relation to a Scottish limited partnership, a person who exercises managerial
functions under the immediate authority of the directors of a general partner
of the Scottish limited partnership or any of them;]
NOTE
Òmanaging
agentÓ means a person who is listed as a managing agent in the register of
underwriting agents under the Underwriting Agents Byelaw (No. 4 of 1984, 101);
ÒparticipantÓ
means a person set out in paragraph 2(4) acting in one of the capacities set
out at paragraph 2(5) to whom or on behalf of whom a service is for the time
being provided under this byelaw;
ÒpayeeÓ has
the meaning given to it in paragraph 6(1);
Òpremiums
trust deedÓ means a trust deed in the form for the time being required by the
Council and approved by H.M. Treasury under section 83 of the Insurance
Companies Act 1982 constituting a premium trust fund (including all such trust
deeds relating to long term business and any Overseas Direction or Special Trust
Direction as therein defined);
[Òprescribed
formÓ means, in relation to any application, notice or other document, such
forms and contents as may from time to time be prescribed by the Council;]
NOTE
[ÒScottish
limited partnershipÓ means a limited partnership formed under the laws of
Scotland;]
NOTE
ÒservicesÓ
means the services referred to in paragraph 2(2) for the time being provided
under this byelaw;
[Òservice
providerÓ means (other than in paragraph 29) a person, other than the Society,
who is referred to in paragraph 2(6) and who provides any service referred to
in paragraph 2(2);]
NOTE
Òsettlement
information statementÓ means a statement as described in paragraph 12;
Òsettlement
dateÓ means a date agreed by participants under paragraph 11(1) for the settlement
of System transactions;
[Òspecified
personÓ means, in relation to a Scottish limited partnership:
(a) a
company which is registered as a general partner of that Scottish limited
partnership pursuant to the Limited Partnership Act 1907;
(b) a director
of a general partner;
(c) a
management company being a company appointed by a general partner under an
agreement to provide certain management or administrative services;
(d) a
controller of the Scottish limited partnership; or
(e) a
controller of a general partner;]
NOTE
Òsubstitute
agentÓ means a person appointed to act as agent [or sub-agent for an
underwriting member under the Substitute Agents Byelaw (No. 20 of 1983, 300);]
NOTE
ÒsyndicateÓ
means a group of underwriting members underwriting insurance business at
LloydÕs through the agency of a managing agent;
ÒSystemÓ
means the Central Accounting System referred to in paragraph 5;
ÒSystem
currencyÓ means any currency in which the Society settles System transactions;
ÒSystem
transactionÓ means an insurance transaction which in accordance with this
byelaw is, or should be, processed under the System or in respect of which
monetary obligations are, or should be, settled under the System;
[É]
NOTE
Òumbrella
arrangementÓ has the meaning given to it in the Umbrella Arrangements Byelaw
(No. 6 of 1988, 308) [; and
Òunderwriting
agentÓ has the meaning given to it in the Underwriting Agents Byelaw (No. 4 of
1984, 101), and includes any substitute agent.]
NOTE
2.
The references in paragraphs 2(3), 28(1) and 28(2) to Òelectronic meansÓ and in
paragraph 2(3) to Òelectronic documentsÓ include references to computers,
networks and any means whereby information is processed, held or transmitted in
a machine-readable form and to documents which are in a machine-readable form.
The references in this byelaw to any other LloydÕs byelaw shall be deemed to be
a reference to that LloydÕs byelaw as the same may be amended from time to
time;
3.
In this byelaw:
(a) ÒassociateÓ
means, in relation to any person:
(i) that
personÕs spouse or child (including any step-child and adopted child) under the
age of 18 years;
(ii) any
body corporate of which that person or that personÕs spouse is a director;
(iii) any
partnership in which that person or that personÕs spouse is a partner;
(iv) any
person who is an employer, employee or partner of that person or that personÕs
spouse;
(v) any
body corporate or partnership of which that person or that personÕs spouse,
either alone or with any other connected person, has control;
(b) Òconnected
companyÓ means, in relation to any body corporate any other body corporate
which is under common control with that body corporate;
(c) Òconnected
personÓ means, in relation to any person:
(i) any
person who is party to any agreement, arrangement or understanding with the
first person involving mutual obligations, understandings or expectations with
regard to the retention or disposal of any shares in a body corporate or to the
exercise of any voting power conferred by the shares or to any other influence
arising from the shares;
(ii) any
person whom the first person controls;
(iii) where
that person is a body corporate, its directors and their associates;
(iv) where
that person is a partnership, its partners and their associates;
(v) where
that person is an individual, his associates,
and
ÒconnectedÓ shall be construed accordingly;
(d) ÒcontrollerÓ
means:
(i) in
relation to a body corporate, a person who, either alone or with any connected
person or persons, is entitled to exercise, or to control the exercise of, 30
per cent or more of the voting power at any general meeting of that body
corporate or of another body corporate which controls that body corporate; or
(ii) in
relation to a body corporate or a partnership, a person in accordance with
whose directions or instructions, either alone or with those of any connected
person or persons, the directors of the body corporate or the partners in the
partnership are accustomed to act
and
ÒcontrolÓ shall be construed accordingly; and
(e) Òmajor
shareholderÓ means, in relation to a body corporate, a person who, either alone
or with any connected person or persons, is entitled to exercise, or control
the exercise of, 15 per cent. or more of the voting power at any general
meeting of that body corporate or of another body corporate which controls that
body corporate.
526.
Premiums Trust Fund and Regulating Trustee Byelaw No. 22 of 1998, 10 December
1998
COMMENCEMENT
Subject
to subparagraph (2), this byelaw came into force on 10 December 1998. Paragraph
11 will not come into force until a date to be appointed by the Council.
EXPLANATORY
NOTE
(This note
is not part of the byelaw.)
This
byelaw is made in connection with the approval by the Council of new and
amended premiums trust deeds. It empowers the Council to impose conditions and
requirements on the regulating trustee under such deeds as regards the exercise
of its powers, authorities and discretions and applies any such conditions or
requirements to delegates of the regulating trustee. It also empowers the
Council to prescribe notifiable events and nominate persons for the purposes of
those deeds. It amends various other byelaws in connection with the
introduction of the new and amended forms of premiums trust deed, including to
give the Council certain ancillary powers. In particular, the Council is given
power to impose conditions and requirements on underwriting agents and run-off
companies in connection with any discretion, authority and powers they may have
under a premiums trust deed and puts in place (although it does not bring the
provisions into force) the necessary byelaw changes relating to the
registration of managing agentÕs trustee under the Individual Registration
Byelaw (No. 3 of 1998, 115).
The Council
of LloydÕs in exercise of its powers under section 6(2) of, and paragraphs (1),
(13), (18), (20) and (31) of Schedule 2 to, LloydÕs Act 1982 by special
resolution hereby makes the following byelaw.
1.
Interpretation
In
this byelaw, the following expressions have the following meanings:
(a) Òpremiums
trust deedÓ has the meaning given in paragraph 1 of the Schedule to the
Membership Byelaw (No. 17 of 1993, 111);
(b) Òpremiums
trust fundÓ has the meaning given in paragraph 1 of the Schedule to the
Membership Byelaw (No. 17 of 1993, 111); and
(c) Òregulating
trusteeÓ means, in regard to a premiums trust deed, the Society or such other
person as the Council may under that deed appoint acting in its capacity as
Regulating Trustee (as defined in that deed).
2.
Regulating trustee
(1)
The Council may prescribe such conditions or requirements to be satisfied or
complied with as it may think fit in connection with any discretion, power or
authority which the regulating trustee has in relation to any premiums trust
funds or under any premiums trust deed and may add to, alter or withdraw any
condition or requirement so prescribed.
(2)
Without prejudice to the generality of subparagraph (1), any conditions or
requirements under that sub-paragraph may include the requirement to exercise
any discretion, authority or power the regulating trustee has in relation to
any premiums trust fund or under any premiums trust deed only in a manner which
is consistent with such conditions or requirements and, for the avoidance of
doubt, such conditions or requirements may direct precisely how any such
discretion, authority or power of the regulating trustee is to be exercised or
that it is not to be exercised.
3. Delegate
of regulating trustee
(1)
Any member of the Society or underwriting agent to whom the regulating trustee
has for the time being delegated any discretion, authority or power the
regulating trustee has in relation to any premiums trust fund or under any
premiums trust deed shall comply with any conditions or requirements made by the
Council under paragraph 2 relevant to the discretion, authority or power so
delegated.
(2)
Any person falling within subparagraph (1) who sub-delegates any discretion,
authority or power the regulating trustee has in relation to any premiums trust
fund or under any premiums trust deed shall procure that his delegate complies
with any conditions or requirements made by the Council under paragraph 2
relevant to the discretion, authority or power so sub-delegated.
(3)
Any person falling within subparagraph (1) who sub-delegates as mentioned in
subparagraph (2) shall procure that any delegate (of whatever degree) to whom
his sub-delegate delegates (directly or indirectly) undertakes to LloydÕs to
comply with any conditions or requirements made by the Council under paragraph
2 relevant to the discretion, authority or power so delegated.
(4)
Subparagraph (1) shall apply to any delegations by the regulating trustee to
any member of the Society or any underwriting agent made through one or more
other persons, as well as to any direct delegations.
4.
Prescription of notifiable events and nomination of company
(1)
The Council may prescribe any matter as a Ònotifiable eventÓ for the purposes
of one or more premiums trust deeds.
(2)
The Council may nominate any company for the purpose of one or more premiums
trust deeds as a person with whom premiums trust funds may be deposited or to
whom premiums trust funds may be lent.
5.
Amendment of the Interpretation Byelaw
[These
amendments have been made on the original byelaw.]
6.
Amendment of the Substitute Agents Byelaw
[These
amendments have been made on the original byelaw.]
7.
Amendment of the Underwriting Agents Byelaw
[These
amendments have been made on the original byelaw.]
8.
Amendment of Membership (Overseas Deposits) Byelaw
[These
amendments have been made on the original byelaw.]
9.
Amendment of the Membership Byelaw
[These
amendments have been made on the original byelaw.]
10.
Amendment of Run-off Companies Byelaw
[These
amendments have been made on the original byelaw.]
11.
Amendment of Individual Registration Byelaw
[These
amendments have been made on the original byelaw.]
12.
Commencement
(1)
Subject to sub-paragraph (2) this byelaw shall come into force on 10 December
1998.
(2)
Paragraph 11 of this byelaw shall not come into force until a date to be
appointed by the Council.
527.
LloydÕs Policy Signing Office Byelaw No. 11 of 2000, 22 June 2000
COMMENCEMENT
This
byelaw came into force on 22 June 2000.
EXPLANATORY
NOTE
(This note
is not part of the byelaw.)
This
byelaw comes into force on 22 June 2000.
This
byelaw provides the legal framework for the transfer to a service provider of
those functions of LloydÕs that are carried out by that part of LloydÕs
currently known as LPSO (paragraph 2(1)).
In
addition, it provides for the carrying on by LloydÕs, whether through a
delegate (under paragraph 2(6)) or otherwise, of those services currently
undertaken by LPSO. The Council is empowered to require persons to use the
services of LPSO or its delegate or any transferee (paragraph 4), and may
impose conditions and requirements on any use of those services (paragraph 5).
Certain of the functions currently carried on by LPSO in relation to the
signing and finalisation of policies are described in Part D, and in Part E it
is made clear that information may be required in relation to the services,
that it may be stored but that confidentiality will generally be maintained. In
Part F, powers are granted to the Council to prescribe charges and expenses, to
make regulations, codes of practice and manuals, and to enter into agreements
in relation to the provision of services.
As
a consequential matter, this byelaw amends the Interpretation Byelaw (No. 1 of
1983, 500) by inserting in it a definition of ÒLPSOÓ and makes consequential
amendments to other byelaws and regulations. Amendments are made in particular
to the Central Accounting Byelaw (No. 20 of 1998, 525), on the basis that LPSO
currently assists in the provision of central accounting services. These
services may, as with the LPSO services generally, be delegated or provided by
a third party on such terms as the Council sees fit. Provisions are therefore
inserted into the Central Accounting Byelaw which mirror certain provisions of
this byelaw.
The
byelaw has immediate effect save that, in the case of amendments made to the
standard managing agentÕs agreement (general) and standard managing agentÕs
agreement (corporate member) the amendments shall have effect from 1 January
2002 in accordance with the variation provisions of those agreements, and the
provisions of the Agency Agreements Byelaw (No. 8 of 1988, 310).
The Council
of LloydÕs in exercise of its powers under section 6(2) of, and paragraphs (1),
(4), (12), (13), (15), (19), (21), (24), (25), (26), (31) and (37) of Schedule
2 to, LloydÕs Act 1982 by special resolution hereby makes the following byelaw.
Part
AÑIntroduction
1.
Interpretation
The
provisions of Schedule 1 to this byelaw (interpretation) shall have effect.
Part BÑTransfer
of Business and Operations of LloydÕs Policy Signing Office
2.
Authorisation to transfer
(1)
The Society may transfer to any person, whether or not a subsidiary of the
Society, all or such part as the Council may think fit of the business and
operations carried on or out by the Society under the name of LloydÕs Policy
Signing Office or the acronym of LPSO (including, without limitation, any
business or operations so carried on or out under the Central Accounting Byelaw
(No. 20 of 1998, 525)) to any person, whether or not a subsidiary of the
Society.
(2)
Any transfer pursuant to sub-paragraph (1) shall be effected on such terms and
conditions and for such consideration as the Council may think fit including,
without limitation, terms and conditions which relate to the provision to any
person of all or any of the services comprised in the transferred business and
operations, or which relate to the provision of information and assistance to
the Society following the transfer.
Part
CÑServices
3. Provision
of services
(1)
The Society may provide any of the services referred to in sub-paragraph (2)
and, if it does so, it shall provide them on the terms set out or referred to
in this byelaw.
(2)
The services referred to in subparagraph (1) are:
(a) a policy
signing service more particularly described in Part D;
(b) a
service for the storage and distribution of information more particularly
described in Part E;
(c) any
other service comprised in the business and operations carried on or out by the
Society under the name of LloydÕs Policy Signing Office or the acronym of LPSO;
(d) any
service incidental or relating to any of the foregoing services; and
(e) any
other service which the Council considers it is in the interests of any of the
persons referred to in sub-paragraph (4) or any class of them to receive in
conjunction with any of the foregoing services.
(3)
All or any of the Services may be provided wholly or partly by electronic means
and/or by the use of electronic documents.
(4)
The Services may be provided to or on behalf of:
(a) the
Society;
(b) any
subsidiary of the Society;
(c) any
member of the Society or any group of members of the Society;
(d) any
underwriting agent;
(e) any
approved run-off company;
(f) any
LloydÕs broker or any other person permitted by the Council to broke insurance
business at LloydÕs (other than as referred to in sub-paragraph (g));
(g) any
non-LloydÕs broker broking insurance business at LloydÕs under an umbrella
arrangement registered under the Umbrella Arrangements Byelaw (No. 6 of 1988,
308); and
(h) any
other person to whom the Council or any service provider agrees to provide a
Service.
(5)
Any Service may be provided to or on behalf of any person referred to in
sub-paragraph (4) whether that person is acting, or appears to the Society or
any service provider (as the case may be) to be acting:
(a) as a
principal;
(b) as an
agent for a person, whether or not that person is referred to in sub-paragraph
(4); or
(c) as a
trustee or pursuant to powers under a trust deed, in either case whether or not
the beneficiary of the trust concerned is, or where there is more than one,
includes, another person referred to in sub-paragraph (4).
Provided
that in respect of those persons referred to in subparagraphs (5)(b) and (c),
such agent or trustee may be treated as if it were a transacting principal in
respect of the provision of the Services and there shall be a right to claim
against such agent or trustee, but no obligation to provide the Services to, or
to claim unpaid amounts owed by an agent or trustee hereunder from, underlying
principals or beneficiaries.
(6)
The Society may delegate the provision of all or any of the Services to any
person on such terms and conditions as the Council thinks fit and/or may agree
with another person that such other person may provide all or any of the
Services on the terms and conditions set out or referred to in this byelaw, on
such terms and conditions as may be agreed with the Society (including, without
limitation, in relation to the provision of information and assistance to the
Society) or otherwise as the Council thinks fit. If agreed with the Society,
any such person may provide any such services in the name of the Society and
may, with prior written consent from the Council, sub-delegate or delegate (as
the case may be) the provision of all or any of such services to another person
on such terms as may be stipulated in the CouncilÕs consent.
(7)
Nothing in sub-paragraph (6) shall prevent any person (including, without
limitation, any service provider) other than the Society from providing
services (including, without limitation, the Services) to any person referred
to in subparagraph (4), on such terms as it may agree with that person provided
such terms do not, without the CouncilÕs prior written consent, amend, alter or
make ineffective any of the terms and conditions on which the Society has
agreed that the Services may be provided by such person, whether as a delegate
or sub-delegate of the Society or otherwise.
4. Use of
Services
(1)
The Council may direct that any member of the Society and any underwriting
agent or approved run-off company acting on his behalf shall use any Service
specified in the CouncilÕs direction in the course of the memberÕs underwriting
business at LloydÕs (whether such service is provided or is to be provided by
the Society or by any service provider).
(2)
Without prejudice to sub-paragraph (1), the Council may direct that any person
falling within any of sub-paragraphs 3(4)(b), (d) to (h) shall use any Service
specified in the CouncilÕs direction in the course of that personÕs business at
LloydÕs (whether such service is provided or is to be provided by the Society
or by any service provider).
(3)
Any direction given under sub-paragraph (1) or (2) may:
(a) impose
conditions or requirements which are absolute or which are to vary from time to
time by reference to such factors as are specified in or are determined in
accordance with such conditions and requirements;
(b) make
different provision for different classes of person or for specific persons
(including, without limitation, different classes of member of the Society or
underwriting agent or specific members or underwriting agents) and for
different classes of insurance transaction or for specific insurance
transactions;
(c) make
different provision for bodies corporate, Scottish limited partnerships and
individuals; and
(d) contain
incidental, supplementary and transitional provisions.
5.
Conditions and requirements
(1)
The Council may prescribe such conditions and requirements to be satisfied or
complied with as a condition for the use or provision of a Service as it thinks
fit and without consulting any participant (whether such service is provided or
is to be provided by the Society or any service provider), and may add to,
alter or withdraw any condition or requirement so prescribed.
(2)
Without prejudice to the generality of sub-paragraph (1), any conditions and
requirements prescribed under that sub-paragraph may:
(a) include
the requirement to complete applications, notices and other documents in the
prescribed form;
(b) include
the requirement to execute, complete or execute and deliver or otherwise become
a party to any prescribed form of application, notice, deed, trust deed,
contract, assignment, undertaking, mandate, authority, power of attorney,
negotiable instrument, agreement or other document or instrument whatsoever;
(c) include
requirements relating to the provision of certificates, confirmations,
declarations, information, opinions or reports, relating to a person applying
to use a Service (each such person being referred to in this byelaw as an
ÒapplicantÓ) or to its directors, partners, managers, controllers, major
shareholders or connected companies, in the prescribed form and to be given by
such persons as the Council may prescribe or approve;
(d) include
requirements relating to the financial position of the participant;
(e) prescribe
warranties and confirmations to be given by a participant or applicant;
(f) prescribe
exclusions of liability to apply for the benefit of any person providing the
Services or any of them;
(g) prescribe
indemnities to apply for the benefit of any person providing the Services or
any of them or any participant;
(h) prescribe
provisions relating to the use and disclosure of information by any person
providing the Services or any of them or any participant;
(i) provide
that any authority to be given to any person providing the Services or any of
them is irrevocable or may be revoked only under certain conditions; and
(j) provide
for responsibility for the accuracy and/or completeness of information supplied
to or by any person providing the Services.
(3)
Without prejudice to the generality of subparagraph (1), any conditions and
requirements prescribed under that subparagraph may:
(a) impose
conditions and requirements which are absolute or which are to vary from time
to time by reference to such factors as are specified in or are determined in
accordance with such conditions and requirements;
(b) make
different provision for different classes of person or for specific persons
(including, without limitation, different classes of member of the Society or
underwriting agent or specific members or underwriting agents) and for
different classes of insurance transaction or for specific insurance
transactions;
(c) make
different provision for bodies corporate, Scottish limited partnerships and
individuals;
(d) specify
circumstances in which an applicant or a participant is to be exempt from any
such condition or requirement or may be excused from compliance with any such
condition or requirement to such an extent as the Council may think fit;
(e) require
any underwriting agent to execute, complete or execute and deliver or otherwise
become a party to any applications, notices, deeds, trust deeds, contracts,
assignments, undertakings, mandates, authorities, powers of attorney,
negotiable instruments, agreements or other documents or instruments whatsoever
on behalf of any member of the Society on whose behalf the underwriting agent
has the power and authority to so execute, complete or execute and deliver; and
(f) contain
incidental, supplementary and transitional provisions.
(4)
Any application, notice, deed, trust deed, contract, assignment, undertaking,
mandate, authority, power of attorney, negotiable instrument, agreement or
other document or instrument whatsoever which a person is required to execute,
complete or execute and deliver or otherwise become a party to under subparagraphs
(2) or (3) may provide that it can be amended by resolution of the Council from
time to time.
(5)
In exercise of its powers under this paragraph, the Council may at any time
require:
(a) any
applicant or participant;
(b) any
controller of an applicant or of a participant;
(c) any
director of an applicant or of a participant;
(d) any
partner in an applicant or in a participant;
(e) any
major shareholder of an applicant or of a participant;
(f) any
manager of an applicant or of a participant; or
(g) in
relation to a Scottish limited partnership, a specified person in relation to
that Scottish limited partnership
to execute
or execute and deliver (and may require the applicant or participant to procure
that he executes or executes and delivers) an undertaking in favour of the
Society in the prescribed form.
(6)
An undertaking in the form prescribed for the purposes of sub-paragraph (5) may
include terms to the effect that the person giving the undertaking:
(a) submits
to the disciplinary, regulatory and general jurisdiction of the Council;
(b) will,
both while he remains an applicant, participant, or a controller, director,
partner, major shareholder, manager or specified person of or in relation to
the applicant or participant concerned and at all times thereafter, provide to
the Council such information, explanations, documents and other material
relating to the applicant or participant or its business of insurance at
LloydÕs or to any persons involved in or connected with such applicant,
participant or business (including, without limitation, any service provider),
or any other information, explanations, documents or other material which the
Council may consider necessary or appropriate to be given or produced.
Part
DÑPolicy Signing Services
6. Policy
Signing Services
(1)
As part of the Services, the Society and/or any service provider may on behalf
of any member of the Society, through any authorised person:
(a) prepare,
agree the form of, check, sign, seal, emboss and/or issue any insurance
document relating in any way whatsoever to any risk which is, or appears to the
authorised person to be, underwritten by or on behalf of such member;
(b) advise,
process, account for and/or settle insurance transactions;
(c) do
anything necessarily or ordinarily incidental to the functions referred to in
(a) and (b).
(2)
The Council may require a seal, stamp, mark or other thing in the prescribed
form to be affixed to any insurance document issued by or under the authority
of any person providing any of the Services referred to in this paragraph.
(3)
Where the Council makes a requirement in accordance with sub-paragraph (2), any
person providing any of the Services referred to in this paragraph who complies
with that requirement is authorised to do so for the purposes of section 31 of
LloydÕs Act 1871.
(4)
The Council may prescribe the form or manner in which any of the functions
referred to in this paragraph are to be undertaken.
7.
Prescribed insurance documents
The
Council may prescribe the form and content of insurance documents, wordings or
clauses to be used or issued by or on behalf of any member of the Society in
the course of his insurance business at LloydÕs.
Part
EÑInformation
8.
Provision of information
(1)
The Council may require any participant to provide the Society and/or any
service provider with such information as the Council may specify in connection
with the provision of any Service.
(2)
Each participant shall immediately notify the Council and any service provider
on becoming aware that an insolvency event has occurred or is likely to occur
in relation to it or any principal or beneficiary on whose behalf it acts.
9. Storage
and distribution of information
The
Society and any service provider may as part of, or for the purposes of, or in
connection with, providing a Service hold information provided under paragraph
8 or any other provision of this byelaw or otherwise provided to, or obtained
by, it in providing a Service and, subject to paragraph 10, may distribute such
information or any of it.
10.
Confidentiality of information
(1)
Subject to subparagraph (2) and paragraph 13(2), information provided to, or
obtained by, the Society under this byelaw or in providing any Service shall be
held subject to the provisions of the Information and Confidentiality Byelaw
(No. 21 of 1993, 417) provided that the Council may:
(a) use
or disclose such information in so far as it is necessary for the purposes of
the exercise by the Council of powers contained in LloydÕs Acts 1871 to 1982 or
in byelaws or regulations made thereunder, and
(b) disclose
such information to any service provider in so far as it thinks fit.
(2)
Information provided to, or obtained by, any service provider under this byelaw
or in providing any Service shall be held subject to such provisions relating
to disclosure and use as may be agreed between the service provider and the
Society.
Part
FÑMiscellaneous and General
11. Power
of the Council to prescribe charges and expenses
(1)
Every applicant and participant shall pay to the Society or any service
provider such charges or expenses as the Council may require or, subject to any
requirement of the Council, as the service provider may agree.
(2)
For the purposes of this paragraph the Council may:
(a) determine
the amount of any charges or expenses in accordance with a specified scale or
other specified factors;
(b) determine
the time or times of payment of charges or expenses;
(c) provide
for the exemption from payment of, or the return or abatement of, any charges
or expenses in specified circumstances;
(d) prescribe
the rate of interest to be paid on such amounts of charges or expenses as are
unpaid on the due date until the date of payment; and
(e) make
different provision for different cases.
12.
Regulations, codes of practice and manuals
(1)
The Council may make regulations and issue codes of practice and manuals in
respect of the provision and operation of the Services or any of them and the
administrative and technical procedures to be observed by participants.
(2)
Where any provision in a regulation, code of practice or manual made or issued
under sub-paragraph (1) conflicts with a provision of this byelaw or any
condition or requirement made under this byelaw, the latter shall prevail.
13. Power
to enter into agreements, etc.
(1)
The Society may enter into such contracts and arrangements as the Council
considers are necessary or expedient for the purposes of or in connection with
the provision of any Service.
(2)
Where the Society has entered into a contract or arrangement referred to in
sub-paragraph (1), and, as a result thereof, the Society uses systems and
equipment owned, maintained, operated or controlled by third parties, the
Council may disclose to such third parties such information as is necessary for
the purpose of, or giving effect to, the contract or arrangement concerned
including, without limitation, information about participants and their
businesses.
(3)
Any service provider may, if the Council so agrees, disclose to third parties
information about participants and their businesses to the extent that such
disclosure is necessary for the purpose of or in connection with the provision
of any Service.
14.
Variation of Services
(1)
Subject to this paragraph, the Council may vary a Service or any part of a
Service in any such way that it thinks fit.
(2)
Subject to sub-paragraphs (3) and (5), the Council shall not vary a Service to
any material extent without giving prior notice of the proposed variation to
the affected participants. The Council shall consider the representations (if
any) of the affected participants on any such variation before reaching any
decision on the variation.
(3)
If in the opinion of the Council any material variation is required to be made
as a matter of urgency in order to enhance a Service or any part of a Service
or to preserve the integrity of a Service or any part of a Service or to
preserve the interests of participants or any of them the Council may make such
variation without first having taken the steps referred to in subparagraph (2).
(4)
In any case falling within subparagraph (3) the Council shall:
(a) as
soon as practicable thereafter inform the affected participants in writing of
the variation; and
(b) permit
the affected participants to make representation to the Council on the action
taken by the Council within such period as the Council may prescribe
and where
such representations are received by the Council, it shall reconsider the
action taken under subparagraph (3).
(5)
This paragraph shall not apply in respect of any service provided by a service
provider referred to in paragraph 3(6).
15.
Withdrawal of a Service
(1)
Subject to subparagraph (3), the Council may in its absolute discretion upon
giving not less than twelve monthsÕ written notice to participants withdraw any
Service.
(2)
Where the Council has given notice under subparagraph (1), it shall take such
steps as it considers appropriate to facilitate the orderly termination of the
Service.
(3)
This paragraph shall not apply in respect of any service provided by a service
provider referred to in paragraph 3(6).
16. Service
of notices
(1)
All notices and other communications by the Society or a service provider which
are required to be given to a participant under this byelaw shall for all
purposes be treated as effectively given if left at or sent by post to the
address from time to time notified to the Society or the service provider in
question by that participant as the address to which notices and other communications
are to be sent or, if given by telex or facsimile transmission, by submitting
it to such number from time to time notified to the Society or the service
provider in question as appropriate by that participant.
(2)
Any notice or communication sent to a participant by post shall be treated as
having been effectively given by properly addressing, prepaying and posting a
letter containing such notice or communication and shall be deemed to have been
served 24 hours after the letter is posted. Any notice or communication sent by
telex or facsmilie transmission shall be deemed to have been received when
evidence of its receipt is transmitted to the person sending it.
17.
Scottish limited partnerships
The
Council shall have the power to prescribe conditions and requirements in
respect of Scottish limited partnerships which either modify or supplement the
requirements of this byelaw and any requirements made under this byelaw in
their application to Scottish limited partnerships.
18. Powers
to prescribe etc.
(1)
The Council shall have power to prescribe the form and contents of any
documents referred to in this byelaw as being in the prescribed form.
(2)
The Council shall have power to prescribe or approve (as the case may be):
(a) the
persons referred to in paragraph 5(2)(c);
(b) the
warranties and confirmations referred to in paragraph 5(2)(e);
(c) the
exclusions of liability referred to in paragraph 5(2)(f);
(d) the
indemnities referred to in paragraph 5(2)(g);
(e) the
provisions relating to the use and disclosure of information referred to in
paragraph 5(2)(h); and
(f) the
period referred to in paragraph 14(4)(b).
19. Powers
of the Council cumulative and exercisable from time to time
Any
power conferred on the Council by any provision of this byelaw:
(a) is in
addition to, and shall not be construed as limiting or being limited by, any
other power of the Council whether conferred by any other provision of this
byelaw or otherwise; and
(b) may
be exercised from time to time.
20.
Amendments
The
byelaws set out in Schedule 2 to this byelaw (amendments) shall be amended in
the manner indicated in that schedule.
21.
Commencement and transitional provisions
(1)
This byelaw shall come into force on 22 June 2000.
(2)
From 22 June 2000 the documents entitled ÒLloydÕs Policy Signing and Central
Accounting ManualÓ and ÒLloydÕs American and Canadian Trust Funds ManualÓ shall
be deemed to be manuals issued under paragraph 12(1).
Schedule
1ÑInterpretation
1.
In this byelaw, unless the context otherwise requires:
ÒapplicantÓ
has the meaning given to it in paragraph 5(2)(c);
ÒarrangementÓ
includes any agreement or arrangement whether or not intended to be enforceable
by legal proceedings and whether or not evidenced in writing;
Òauthorised
personÓ means, in any provision of this byelaw, a person authorised by the
Council to discharge the duties and functions specified therein including,
without limitation, any employee of any service provider to the extent that he
has been so authorised;
Òbinding
authorityÓ has the meaning given to it in the Binding Authorities Byelaw (No. 9
of 1990, 314);
Ògeneral
partnerÓ means a company which is registered as a general partner of a Scottish
limited partnership pursuant to the Limited Partnerships Act 1907;
Òinsolvency
eventÓ means:
(a) in
relation to any individual or partnership, the making of a receiving order in
bankruptcy against such individual or any partner in such partnership by the
due process of law of any country, such individual or partner in such partnership
making or proposing any composition with his creditors or otherwise
acknowledging his insolvency, or being adjudicated bankrupt or adjudicated or
declared insolvent by the due process of law of any country; and
(b) in
relation to any body corporate, its making or proposing any composition with
its creditors or otherwise acknowledging its insolvency, a proposal being made
in respect of it under section 2 of the Insolvency Act 1986, a bankruptcy order
being made against it by the due process of law of any country, its being
adjudicated or declared insolvent by the due process of law of any country, an
order being made or resolution being passed for its winding up or dissolution,
an administration order being made in respect of it under section 9 of the
Insolvency Act 1986, a receiver, trustee or analogous officer being appointed
in respect of the whole or any material part of its property or assets, its
directors presenting or filing in any court a petition in respect of its
bankruptcy, winding up or other insolvency or which seeks any reorganisation,
dissolution or similar relief or there occurring an event in any jurisdiction
which is analogous to any of the foregoing events;
ÒinsuranceÓ
includes assurance, reinsurance, reassurance and suretyship;
Òinsurance
documentÓ means any document:
(i) constituting
or relating to, or purporting to constitute or relate to, any slip, policy,
contract of or for insurance, binding authority, line slip, or LloydÕs brokerÕs
marine line slip;
(ii) being
or purporting to be ancillary or supplemental to or by way of variation or
cancellation of any document referred to in (i);
(iii) recording
or purporting to record any agreement to settle or compromise any claim under
or in respect of any document referred to in (i) or (ii);
Òinsurance
transactionÓ means any transaction effected, or intended to be effected, as
part of, or arising from, the business of insurance or any activity whatsoever
related to, or arising from, the business of insurance;
Òline slipÓ
has the meaning given to it in the Binding Authorities Byelaw (No. 9 of 1990,
314);
ÒLloydÕs
brokerÕs marine line slipÓ has the meaning given to it in the Binding
Authorities Byelaw (No. 9 of 1990, 314);
ÒmanagerÓ
means:
(a) in
relation to a body corporate, a person who exercises managerial functions under
the immediate authority of the directors of that body corporate or any of them;
(b) in
relation to a Scottish limited partnership, a person who exercises managerial
functions under the immediate authority of the directors of a general partner
of that Scottish limited partnership or any of them;
ÒparticipantÓ
means a person to whom or on behalf of whom a Service is for the time being
provided or has agreed to be provided under this byelaw;
Òprescribed
formÓ means, in relation to any application, notice or other document, such
forms and contents as may from time to time be prescribed by the Council;
ÒScottish
limited partnershipÓ means a limited partnership formed under the laws of
Scotland;
ÒserviceÓ
means a service referred to in paragraph 3(2) provided or to be provided under
and in accordance with the terms and conditions set out or referred to in this
byelaw;
Òservice
providerÓ means a person other than the Society, as referred to in paragraph
2(1), who provides any Service, and any person, as referred to in paragraph
3(6), who provides any Service;
Òspecified
personÓ means, in relation to a Scottish limited partnership:
(a) a
company which is registered as a general partner of that Scottish limited
partnership pursuant to the Limited Partnerships Act 1907;
(b) a
director of a general partner;
(c) a
management company being a company appointed by a general partner under an
agreement to provide certain management or administrative services;
(d) a
controller of the Scottish limited partnership; or
(e) a
controller of a general partner;
Òsubstitute
agentÓ means a person appointed to act as agent or sub-agent for an
underwriting member under the Substitute Agents Byelaw (No. 20 of 1983, 300);
ÒsubsidiaryÓ
has the meaning given in section 736 Companies Act 1985;
Òumbrella
arrangementÓ has the meaning given to it in the Umbrella Arrangements Byelaw
(No. 6 of 1988, 107); and
Òunderwriting
agentÓ has the meaning given to it in the Underwriting Agents Byelaw (No. 4 of
1984, 101), and includes any substitute agent.
2.
The reference in paragraph 3(3) to Òelectronic meansÓ and Òelectronic
documentsÓ includes reference to computers, networks and any means whereby
information is processed, held or transmitted in a machine-readable form and to
documents which are in a machine-readable form.
3.
In this byelaw:
(a) ÒassociateÓ
means, in relation to any person:
(i) that
personÕs spouse, child (including, without limitation, any step-child and
adopted child) under the age of 18 years;
(ii) any
body corporate of which that person or that personÕs spouse is a director;
(iii) any
partnership in which that person or that personÕs spouse is a partner;
(iv) any
person who is an employer, employee or partner of that person or that personÕs
spouse;
(v) any
body corporate or partnership of which that person or that personÕs spouse,
either alone or with any other connected person, has control;
(b) Òconnected
companyÓ means, in relation to any body corporate any other body corporate which
is under common control with that body corporate;
(c) Òconnected
personÓ means, in relation to any person:
(i) any
person who is party to any agreement, arrangement or understanding with the
first person involving mutual obligations, understandings or expectations with
regard to the retention or disposal of any shares in a body corporate or to the
exercise of any voting power conferred by the shares or to any other influence
arising from the shares;
(ii) any
person whom the first person controls;
(iii) where
that person is a body corporate, its directors and their associates;
(iv) where
that person is a partnership, its partners and their associates;
(v) where
that person is an individual, his associates;
(d) ÒcontrollerÓ
means:
(i) in
relation to a body corporate, a person who, either alone or with any connected
person or persons, is entitled to exercise, or to control the exercise of, 30
per cent. or more of the voting power at any general meeting of that body
corporate or of another body corporate which controls that body corporate; or
(ii) in
relation to a body corporate or a partnership, a person in accordance with
whose directions or instructions, either alone or with those of any connected
person or persons, the directors of the body corporate or the partners in the
partnership are accustomed to act
and
ÒcontrolÓ shall be construed accordingly;
(e) Òmajor
shareholderÓ means, in relation to a body corporate, a person who, either alone
or with any connected person or persons, is entitled to exercise, or control
the exercise of, 15 per cent. or more of the voting power at any general
meeting of that body corporate or of another body corporate which controls that
body corporate.
Schedule
2ÑAmendments
1.
Amendment to the Interpretation Byelaw
[These
amendments have been made on the original byelaw.]
2.
Amendment to the Syndicate Premium Income Byelaw
[These
amendments have been made on the original byelaw.]
3.
Amendment to the Umbrella Arrangements Byelaw
[These
amendments have been made on the original byelaw.]
4.
Amendments to the Agency Agreements Byelaw
[These
amendments have been made on the original byelaw.]
5.
Amendment to the Reinsurance to Close Byelaw
[These
amendments have been made on the original byelaw.]
6.
Amendments to the Insurance Intermediaries Regulation
[These
amendments have been made on the original regulation.]
7.
Amendment to the Approval of Correspondents Regulation
[These
amendments have been made on the original regulation.]
8.
Amendment to the Binding Authorities Byelaw
[These
amendments have been made on the original byelaw.]
9.
Amendment to the LloydÕs 1994 Claims Scheme Byelaw
[These
amendments have been made on the original byelaw.]
10.
Amendments to LPSO definitions in other byelaws
All other
references to LPSO in any other byelaws, other than the Interpretation Byelaw
(No. 1 of 1983, 500), and in all regulations where it appears, shall be
deleted.
11.
Amendments to the Central Accounting Byelaw
[These
amendments have been made on the original byelaw.]
12.
Amendments to the Membership Byelaw
[These
amendments have been made on the original byelaw.]
13.
Amendments to the Underwriting Agents Byelaw
[These
amendments have been made on the original byelaw.]
14.
Amendments to the Run-Off Companies Byelaw
[These
amendments have been made on the original byelaw.]
15.
Amendments to the LloydÕs Brokers Byelaw
[These
amendments have been made on the original byelaw.]
528.
LloydÕs Claims Byelaw No. 12 of 2000, 21 August 2000
COMMENCEMENT
This
byelaw came into force on 21 August 2000.
EXPLANATORY
NOTE
(This note
is not part of the byelaw.)
This
byelaw comes into force on 21 August 2000. It revokes the LloydÕs 1994 Claims
Scheme Byelaw (No. 4 of 1994, 323) from a date to be determined by the Council.
This
byelaw provides the legal framework for the transfer to a service provider of
those functions of LloydÕs that are carried out by that part of LloydÕs
currently known as LCO (paragraph 2(1)).
In
addition, it provides for the carrying on by LloydÕs, whether through a
delegate (under paragraph 3(6)) or otherwise, of those services currently
undertaken by LCO. The Council is empowered to direct persons to use the
services of LCO or its delegate or any transferee (paragraph 4), and may impose
conditions and requirements on any use of those services (paragraph 5).
The
byelaw provides for the provision by brokers of claims information and relevant
documents to underwriters of following syndicates (paragraph 6). It also
provides for information to be provided to the Society or any service provider
(paragraphs 6Ð9). The Council may prescribe charges and expenses in connection
with claims services (paragraph 10) and may make regulations, codes of practice
and manuals in relation to claims (paragraph 11).
The Council
of LloydÕs in exercise of its powers under section 6(2) of, and paragraphs (1),
(4), (12), (13), (15), (21), (24), (25), (26), (31), (37) and (42) of Schedule
2 to, LloydÕs Act 1982 by special resolution hereby makes the following byelaw.
Part
AÑInterpretation and Application
1.
Interpretation
The
provisions of Schedule 1 to this byelaw shall have effect.
Part
BÑTransfer of Business and Operations of LloydÕs Claims Office
2.
Authorisation to transfer
(1)
The Society may transfer to any person, whether or not a subsidiary of the
Society, all or such part as the Council may think fit of the business and
operations carried on by the Society under the name of LloydÕs Claims Office or
the acronym of LCO for any person.
(2)
Any transfer pursuant to subparagraph (1) shall be effected on such terms and
conditions and for such consideration as the Council may think fit including,
without limitation, terms and conditions which relate to:
(a) the
provision to any person of all or any of the services comprised in the
transferred business and operations, or
(b) the
provision of information and assistance to the Society following the transfer.
Part
CÑServices
3.
Provision of services
(1)
The Society may provide any of the services referred to in subparagraph (2)
and, if it does so, it shall provide them on the terms set out or referred to
in this byelaw.
(2)
The services referred to in subparagraph (1) are:
(a) a
service relating to the processing, settlement, payment, compromise,
repudiation or litigation of any claim;
(b) the appointment
for the purpose of obtaining expert advice of any solicitor, attorney,
adjuster, surveyor or other expert adviser;
(c) a
service for the storage and distribution of information more particularly
described in Part D;
(d) any
other service comprised in the business and operations carried on or out by the
Society under the name of LloydÕs Claims Office or the acronym of LCO;
(e) any
service incidental or relating to any of the foregoing services; and
(f) any
other service which the Council considers it is in the interests of any of the
persons referred to in subparagraph (4) or any class of them to receive in
conjunction with any of the foregoing services.
(3)
All or any of the Services may be provided wholly or partly by electronic means
or by the use of electronic documents.
(4)
The Services may be provided to or on behalf of:
(a) the
Society;
(b) any
subsidiary of the Society;
(c) any
member of the Society or any group of members of the Society;
(d) any
underwriting agent;
(e) any
approved run-off company; and
(f) any
other person to whom the Council or any service provider agrees to provide a
Service.
(5)
Any Service may be provided to or on behalf of any person referred to in
sub-paragraph (4) whether that person is acting, or appears to the Society or
any service provider (as the case may be) to be acting:
(a) as a
principal;
(b) as an
agent for a person, whether or not that person is referred to in sub-paragraph
(4); or
(c) as a
trustee or pursuant to powers under a trust deed, in either case whether or not
the beneficiary of the trust concerned is, or where there is more than one,
includes, another person referred to in subparagraph (4);
Provided
that in respect of those persons referred to in subparagraphs (5)(b) and (c),
such agent or trustee may be treated as if it were a transacting principal in
respect of the provision of the Services and there shall be a right to claim
against such agent or trustee, but no obligation to provide the Services to, or
to claim unpaid amounts owed by an agent or trustee hereunder from, underlying
principals or beneficiaries.
(6)
The Society may:
(a) delegate
the provision of all or any of the Services to any person on such terms and
conditions as the Council thinks fit, or
(b) agree
with another person that such other person may provide all or any of the
Services on the terms and conditions set out or referred to in this byelaw, on
such terms and conditions as may be agreed with the Society (including, without
limitation, in relation to the provision of information and assistance to the
Society) or otherwise as the Council thinks fit.
(7)
If agreed with the Council, any person (other than the Society) referred to in
subparagraph (6) may provide any such services referred to in subparagraph (6)
in the name of the Society and may, with prior written consent from the
Council, sub-delegate or delegate (as the case may be) the provision of all or
any of such services to another person on such terms as may be stipulated in
the CouncilÕs consent.
(8)
Nothing in subparagraph (6) shall prevent any person (including, without
limitation, any service provider) other than the Society from providing
services (including, without limitation, the Services) to any person referred
to in sub-paragraph (4), on such terms as it may agree with that person
provided such terms do not, without the CouncilÕs prior written consent, amend,
alter or make ineffective any of the terms and conditions on which the Society
has agreed that the Services may be provided by such person, whether as a
delegate or sub-delegate of the Society or otherwise.
4. Use of
Services
(1)
The Council may direct that any member of the Society and any underwriting
agent or approved run-off company acting on his behalf shall use any Service
specified in the CouncilÕs direction in the course of the memberÕs underwriting
business at LloydÕs (whether such service is provided or is to be provided by
the Society or by any service provider) in any manner specified in the
CouncilÕs direction including, without limitation, by way of delegation of
authority to settle claims.
(2)
Without prejudice to subparagraph (1), the Council may direct that any person
falling within any of subparagraphs 3(4)(b), (d) to (f) shall use any Service
specified in the CouncilÕs direction in the course of that personÕs business at
LloydÕs (whether such service is provided or is to be provided by the Society
or by any service provider).
(3)
Without prejudice to subparagraph (1) and (2), the Council may direct that any
member of the Society execute, and that any underwriting agent execute on his
behalf, any application, notice, deed, trust deed, contract, assignment,
undertaking, mandate, authority, power of attorney, negotiable instrument,
agreement or other document or instrument whatsoever for the purpose of
conferring powers on the Society or any service provider for the purpose of or
in connection with the provision of Services (whether provided by a direction
under subparagraph (1) or (2) or in such other manner as may be required in a
direction under this subparagraph (3)).
(4)
Any direction given under subparagraph (1), (2) or (3) may:
(a) impose
conditions or requirements which are absolute or which are to vary from time to
time by reference to such factors as are specified in or are determined in
accordance with such conditions and requirements;
(b) make
different provision for different classes of person or for specific persons
(including, without limitation, different classes of member of the Society or
underwriting agent or specific members or underwriting agents) and for
different classes of insurance transaction or for specific insurance
transactions;
(c) make
different provision for bodies corporate, Scottish limited partnerships and
individuals; and
(d) contain
incidental, supplementary and transitional provisions.
5.
Conditions and requirements
(1)
The Council may prescribe such conditions and requirements to be satisfied or
complied with in connection with or as a condition for the use or provision of
a Service as it thinks fit and without consulting any participant (whether such
service is provided or is to be provided by the Society or any service
provider), and may add to, alter or withdraw any condition or requirement so
prescribed.
(2)
Without prejudice to the generality of subparagraph (1), any conditions and
requirements prescribed under that subparagraph may:
(a) include
the requirement to complete applications, notices and other documents in the
prescribed form;
(b) include
the requirement to execute, complete or execute and deliver or otherwise become
a party to any prescribed form of application, notice, deed, trust deed,
contract, assignment, undertaking, mandate, authority, power of attorney,
negotiable instrument, agreement or other document or instrument whatsoever;
(c) include
requirements relating to the provision of certificates, confirmations,
declarations, information, opinions or reports, relating to a person applying
to use a Service (each such person being referred to in this byelaw as an
ÒapplicantÓ) or to its directors, partners, managers, controllers, major
shareholders or connected companies, in the prescribed form and to be given by
such persons as the Council may prescribe or approve;
(d) include
requirements relating to the financial position of the participant;
(e) prescribe
warranties and confirmations to be given by a participant or applicant;
(f) prescribe
exclusions of liability to apply for the benefit of any person providing the
Services or any of them;
(g) prescribe
indemnities to apply for the benefit of any person providing the Services or
any of them or any participant;
(h) prescribe
provisions relating to the use and disclosure of information by any person
providing the Services or any of them or any participant;
(i) provide
that any authority to be given to any person providing the Services or any of
them is irrevocable or may be revoked only under certain conditions; and
(j) provide
for responsibility for the accuracy and/or completeness of information supplied
to or by any person providing the Services.
(3)
Without prejudice to the generality of subparagraph (1), any conditions and
requirements prescribed under that subparagraph may:
(a) impose
conditions and requirements which are absolute or which are to vary from time
to time by reference to such factors as are specified in or are determined in
accordance with such conditions and requirements;
(b) make
different provision for different classes of person or for specific persons
(including, without limitation, different classes of member of the Society or
underwriting agent or specific members or underwriting agents) and for
different classes of insurance transaction or for specific insurance
transactions;
(c) make
different provision for bodies corporate, Scottish limited partnerships and
individuals;
(d) specify
circumstances in which an applicant or a participant is to be exempt from any
such condition or requirement or may be excused from compliance with any such
condition or requirement to such an extent as the Council may think fit;
(e) require
any underwriting agent to execute, complete or execute and deliver or otherwise
become a party to any applications, notices, deeds, trust deeds, contracts,
assignments, undertakings, mandates, authorities, powers of attorney,
negotiable instruments, agreements or other documents or instruments whatsoever
on behalf of any member of the Society on whose behalf the underwriting agent
has the power and authority to so execute, complete or execute and deliver; and
(f) contain
incidental, supplementary and transitional provisions.
(4)
Any application, notice, deed, trust deed, contract, assignment, undertaking,
mandate, authority, power of attorney, negotiable instrument, agreement or
other document or instrument whatsoever which a person is required to execute,
complete or execute and deliver or otherwise become a party to under
subparagraphs (2) or (3) may provide that it can be amended by resolution of
the Council from time to time.
(5)
In exercise of its powers under this paragraph, the Council may at any time
require:
(a) any
applicant or participant;
(b) any
controller of an applicant or of a participant;
(c) any
director of an applicant or of a participant;
(d) any
partner in an applicant or in a participant;
(e) any
major shareholder of an applicant or of a participant;
(f) any
manager of an applicant or of a participant; or
(g) in
relation to a Scottish limited partnership, a specified person in respect of
that Scottish limited partnership
to execute
or execute and deliver (and may require the applicant or participant to procure
that he executes or executes and delivers) an undertaking in favour of the
Society in the prescribed form.
(6)
An undertaking in the form prescribed for the purposes of subparagraph (5) may
include terms to the effect that the person giving the undertaking:
(a) submits
to the disciplinary, regulatory and general jurisdiction of the Council;
(b) will,
both while he remains an applicant, participant, or a controller, director,
partner, major shareholder, manager or specified person of or in relation to
the applicant or participant concerned and at all times thereafter, provide to
the Council such information, explanations, documents and other material
relating to the applicant or participant or its business of insurance at
LloydÕs or to any persons involved in or connected with such applicant,
participant or business (including, without limitation, any service provider),
or any other information, explanations, documents or other material which the
Council may consider necessary or appropriate to be given or produced.
Part
DÑInformation
6. Claims
documents and particulars
(1)
In relation to any claim the underwriter of any following syndicate shall be
entitled, on a request made by the Society or a service provider on his behalf,
to inspect at any reasonable time any document retained by the LloydÕs broker
and relating to the claim which has been shown to the Society or service
provider.
(2)
Where in relation to any claim:
(a) a
single underwriter alone has claims settling authority on behalf of every
syndicate subscribing a slip; and
(b) that
single underwriter has delegated claims settling authority to the LloydÕs
Claims Office, whether under the acronym of LCO or otherwise, in relation to
such claim,
the LloydÕs
broker concerned shall forthwith give to the Society or, if so requested by the
Council, any service provider all such particulars of the claim as have been
given to that underwriter.
7. General
provision of information
(1)
The Council may require any participant to provide the Society or any service
provider (or both) with such information as the Council may specify in
connection with the provision of any Service or for any regulatory purposes,
and may require any participant to provide the necessary authority to any
service provider to pass such information to the Society on behalf of the
participant.
(2)
Each participant shall immediately notify the Council and any service provider
on becoming aware that an insolvency event has occurred or is likely to occur
in relation to it or any principal or beneficiary on whose behalf it acts.
8. Storage
and distribution of information
The
Society and any service provider may as part of, or for the purposes of, or in
connection with, providing a Service hold information provided under paragraph
7 or any other provision of this byelaw or otherwise provided to, or obtained
by, it in providing a Service and, subject to paragraph 9, may distribute such
information or any of it.
9.
Confidentiality of information
(1)
Subject to subparagraph (2) and paragraphs 6 and 12, information provided to,
or obtained by, the Society under this byelaw or in providing any Service shall
be held subject to the provisions of the Information and Confidentiality Byelaw
(No. 21 of 1993, 417) provided that the Council may:
(a) use
or disclose such information in so far as it is necessary for the purposes of
the exercise by the Council of powers contained in LloydÕs Acts 1871 to 1982 or
in byelaws or regulations made thereunder, and
(b) disclose
such information to any service provider in so far as it thinks fit.
(2)
Information provided to, or obtained by, any service provider under this byelaw
or in providing any Service shall be held subject to such provisions relating
to disclosure and use as may be agreed between the service provider and the
Society.
Part
EÑMiscellaneous and General
10. Power
of the Council to prescribe charges and expenses
(1)
Every applicant and participant shall pay to the Society or any service
provider such charges or expenses as the Council may require or, subject to any
requirement of the Council, as the service provider may agree.
(2)
For the purposes of this paragraph the Council may:
(a) determine
the amount of any charges or expenses in accordance with a specified scale or
other specified factors;
(b) determine
the time or times of payment of charges or expenses;
(c) provide
for the exemption from payment of, or the return or abatement of, any charges
or expenses in specified circumstances;
(d) prescribe
the rate of interest to be paid on such amounts of charges or expenses as are
unpaid on the due date until the date of payment; and
(e) make
different provision for different cases.
11.
Regulations, codes of practice and manuals
(1)
The Council may make regulations and issue codes of practice and manuals in
respect of the provision and operation of the Services or any of them and the
administrative and technical procedures to be observed by participants.
(2)
Where any provision in a regulation, code of practice or manual made or issued
under subparagraph (1) conflicts with a provision of this byelaw or any
condition or requirement made under this byelaw, the latter shall prevail.
12. Power
to enter into agreements, etc.
(1)
The Society may enter into such contracts and arrangements as the Council
considers are necessary or expedient for the purposes of or in connection with
the provision of any Service.
(2)
Where the Society has entered into a contract or arrangement referred to in
sub-paragraph (1), and, as a result thereof, the Society uses systems and
equipment owned, maintained, operated or controlled by third parties, the
Council may disclose to such third parties such information as is necessary for
the purpose of, or giving effect to, the contract or arrangement concerned
including, without limitation, information about participants and their
businesses.
(3)
Any service provider may, if the Council so agrees, disclose to third parties
information about participants and their businesses to the extent that such
disclosure is necessary for the purpose of or in connection with the provision
of any Service.
13. Service
of notices
(1)
All notices and other communications by the Society or a service provider which
are required to be given to a participant under this byelaw shall for all
purposes be treated as effectively given if left at or sent by post to the
address from time to time notified to the Society or the service provider in
question by that participant as the address to which notices and other
communications are to be sent or, if given by telex or facsimile transmission,
by submitting it to such number from time to time notified to the Society or
the service provider in question as appropriate by that participant.
(2)
Any notice or communication sent to a participant by post shall be treated as
having been effectively given by properly addressing, prepaying and posting a
letter containing such notice or communication and shall be deemed to have been
served 24 hours after the letter is posted. Any notice or communication sent by
telex or facsimile transmission shall be deemed to have been received when
evidence of its receipt is transmitted to the person sending it.
14.
Scottish limited partnerships
The
Council shall have the power to prescribe conditions and requirements in
respect of Scottish limited partnerships which either modify or supplement the
requirements of this byelaw and any requirements made under this byelaw in
their application to Scottish limited partnerships.
15. Powers
to prescribe etc.
(1)
The Council shall have power to prescribe the form and contents of any
documents referred to in this byelaw as being in the prescribed form.
(2)
The Council shall have power to prescribe or approve (as the case may be):
(a) the
persons referred to in paragraph 5(2)(c);
(b) the
warranties and confirmations referred to in paragraph 5(2)(e);
(c) the
exclusions of liability referred to in paragraph 5(2)(f);
(d) the
indemnities referred to in paragraph 5(2)(g);
(e) the
provisions relating to the use and disclosure of information referred to in
paragraph 5(2)(h);
(f) the
date referred to in paragraph 17(1).
16. Powers
of the Council cumulative and exercisable from time to time
Any
power conferred on the Council by any provision of this byelaw:
(a) is in
addition to, and shall not be construed as limiting or being limited by, any
other power of the Council whether conferred by any other provision of this
byelaw or otherwise; and
(b) may
be exercised from time to time.
17.
Revocations and amendments
(1)
LloydÕs 1994 Claims Scheme Byelaw (No. 4 of 1994, 323) is revoked as from a
date to be prescribed by the Council.
(2)
The byelaws set out in Schedule 2 to this byelaw (amendments) are amended in
the manner indicated in that schedule.
18.
Commencement
This
byelaw shall come into force on 21 August 2000.
Schedule
1ÑInterpretation
1.
In this byelaw, unless the context otherwise requires:
ÒapplicantÓ
has the meaning given to it in paragraph 5(2)(c);
ÒarrangementÓ
includes any agreement or arrangement whether or not intended to be enforceable
by legal proceedings and whether or not evidenced in writing;
Òclaims
settling authorityÓ means authority on behalf of the members of a syndicate to
handle claims against them arising under, out of or in connection with any
insurance underwritten by that syndicate, and claims in respect of which the
syndicate has underwritten any reinsurance to close, including the processing,
settlement, compromise, payment, repudiation and litigation thereof and all
matters ancillary thereto;
Òfollowing
syndicateÓ means, in relation to any claim, any syndicate subscribing the slip
other than a syndicate for which the first underwriter has subscribed it;
Ògeneral partnerÓ
means a company which is registered as a general partner of a Scottish limited
partnership pursuant to the Limited Partnerships Act 1907;
Òinsolvency
eventÓ means:
(a) in
relation to any individual or partnership, the making of a receiving order in
bankruptcy against such individual or any partner in such partnership by the
due process of law of any country, such individual or partner in such
partnership making or proposing any composition with his creditors or otherwise
acknowledging his insolvency, or being adjudicated bankrupt or adjudicated or
declared insolvent by the due process of law of any country; and
(b) in
relation to any body corporate, its making or proposing any composition with
its creditors or otherwise acknowledging its insolvency, a proposal being made
in respect of it under section 2 of the Insolvency Act 1986, a bankruptcy order
being made against it by the due process of law of any country, its being
adjudicated or declared insolvent by the due process of law of any country, an order
being made or resolution being passed for its winding up or dissolution, an
administration order being made in respect of it under section 9 of the
Insolvency Act 1986, a receiver, trustee or analogous officer being appointed
in respect of the whole or any material part of its property or assets, its
directors presenting or filing in any court a petition in respect of its
bankruptcy, winding up or other insolvency or which seeks any reorganisation,
dissolution or similar relief or there occurring an event in any jurisdiction
which is analogous to any of the foregoing events;
ÒinsuranceÓ
includes assurance, reinsurance, reassurance and suretyship;
Òinsurance
transactionÓ means any transaction effected, or intended to be effected, as
part of, or arising from, the business of insurance or any activity whatsoever
related to, or arising from, the business of insurance;
ÒLloydÕs
brokerÓ has the meaning given in the Schedule to the LloydÕs Brokers Byelaw
(No. 5 of 1988, 106);
ÒmanagerÓ
means:
(a) in
relation to a body corporate, a person who exercises managerial functions under
the immediate authority of the directors of that body corporate or any of them;
(b) in
relation to a Scottish limited partnership, a person who exercises managerial
functions under the immediate authority of the directors of a general partner
of the Scottish limited partnership or any of them;
ÒparticipantÓ
means a person to whom or on behalf of whom a Service is for the time being
provided or has been agreed to be provided under this byelaw;
Òprescribed
formÓ means, in relation to any application, notice or other document, such
forms and contents as may from time to time be prescribed by the Council;
Òreinsurance
to closeÓ has the meaning given to it in the Syndicate Accounting Byelaw (No.
18 of 1994, 326);
ÒScottish
limited partnershipÓ means a limited partnership formed under the laws of
Scotland;
ÒserviceÓ
means a service referred to in paragraph 3(2) provided or to be provided under
and in accordance with the terms and conditions set out or referred to in this
byelaw;
Òservice
providerÓ means any person other than the Society who provides any Service in
accordance with paragraph 3(6);
Òspecified
personÓ means, in relation to a Scottish limited partnership:
(a) a
company which is registered as a general partner of that Scottish limited
partnership pursuant to the Limited Partnerships Act 1907;
(b) a
director of a general partner;
(c) a
management company being a company appointed by a general partner under an
agreement to provide certain management or administrative services;
(d) a
controller of the Scottish limited partnership; or
(e) a
controller of a general partner;
Òsubstitute
agentÓ means a person appointed to act as agent or sub-agent for an
underwriting member under the Substitute Agents Byelaw (No. 20 of 1983, 300);
ÒsubsidiaryÓ
has the meaning given in section 736 Companies Act 1985;
ÒsyndicateÓ
means an underwriting member or group of underwriting members of LloydÕs
underwriting insurance business at LloydÕs through the agency of a LloydÕs
underwriting agent to which member or group a particular syndicate number is
assigned by the Council; and
Òunderwriting
agentÓ has the meaning given to it in the Underwriting Agents Byelaw (No. 4 of
1984, 101), and includes any substitute agent.
2.
The reference in paragraph 3(3) to Òelectronic meansÓ and Òelectronic
documentsÓ includes reference to computers, networks and any means whereby
information is processed, held or transmitted in a machine-readable form and to
documents which are in a machine-readable form.
3.
In this byelaw:
(a) ÒassociateÓ
means, in relation to any person:
(i) that
personÕs spouse or child (including, without limitation, any step-child and
adopted child) under the age of 18 years;
(ii) any
body corporate of which that person or that personÕs spouse is a director;
(iii) any
partnership in which that person or that personÕs spouse is a partner;
(iv) any
person who is an employer, employee or partner of that person or that personÕs
spouse;
(v) any
body corporate or partnership of which that person or that personÕs spouse,
either alone or with any other connected person, has control;
(b) Òconnected
companyÓ means, in relation to any body corporate, any other body corporate
which is under common control with that body corporate;
(c) Òconnected
personÓ means, in relation to any person:
(i) any
person who is party to any agreement, arrangement or understanding with the
first person involving mutual obligations, understandings or expectations with
regard to the retention or disposal of any shares in a body corporate or to the
exercise of any voting power conferred by the shares or to any other influence
arising from the shares;
(ii) any
person whom the first person controls;
(iii) where
that person is a body corporate, its directors and their associates;
(iv) where
that person is a partnership, its partners and their associates;
(v) where
that person is an individual, his associates;
(d) ÒcontrollerÓ
means:
(i) in
relation to a body corporate, a person who, either alone or with any connected
person or persons, is entitled to exercise, or to control the exercise of, 30
per cent. or more of the voting power at any general meeting of that body
corporate or of another body corporate which controls that body corporate; or
(ii) in
relation to a body corporate or a partnership, a person in accordance with
whose directions or instructions, either alone or with those of any connected
person or persons, the directors of the body corporate or the partners in the
partnership are accustomed to act
and
ÒcontrolÓ shall be construed accordingly;
(e) Òmajor
shareholderÓ means, in relation to a body corporate, a person who, either alone
or with any connected person or persons, is entitled to exercise, or control
the exercise of, 15 per cent. or more of the voting power at any general
meeting of that body corporate or of another body corporate which controls that
body corporate.
Schedule
2ÑAmendments
1.
Amendments to the Underwriting Agents Byelaw
[These
amendments have been made on the original byelaw.]
2.
Amendments to the LloydÕs Brokers Byelaw
[These
amendments have been made on the original byelaw.]
3.
Amendment to the Umbrella Arrangements Byelaw
[These
amendments have been made on the original byelaw.]
4.
Amendments to the Membership Byelaw
[These
amendments have been made on the original byelaw.]
5.
Amendments to the Run-Off Companies Byelaw
[These
amendments have been made on the original byelaw.]
529.
Financial Services Authority Byelaw
No. 7 of
2001, 5 December 2001
COMMENCEMENT
This
byelaw commenced on 5 December 2001.
EXPLANATORY
NOTE
(This note
is not part of the byelaw.)
The
purpose of this byelaw is to (1) ensure that every requirement of the Council
is given effect by the Council in a way which is compatible with the Financial
Services and Markets Act 2000; and (2) gives the Council an express power to
give directions in connection with the requirements and obligations imposed on
it by the Financial Services and Markets Act 2000 and the Financial Services Authority.
Words set in italics have the meaning set out in the Glossary Byelaw (No. 8 of
2001, 530).
The Council
of LloydÕs in exercise of its power under Section 6(2) of the LloydÕs Act 1982
by special resolution hereby makes the following byelaw.
Interpretation
of requirements of the Council
(1) So
far as it is possible to do so, every requirement of the Council must be read
and given effect by the Council in a way which is compatible with the
provisions of the Financial Services and Markets Act 2000 and any rule,
direction, requirement, principle, evidential provision, code and guidance
made, issued or given by the Financial Services Authority under that Act.
(2) If
the Council is satisfied that any requirement of the Council is incompatible
with any provision of the Financial Services and Markets Act 2000 or any rule,
direction, requirement, principle, evidential provision, code or guidance made,
issued or given by the Financial Services Authority under that Act the Council
may dispense any person to whom the requirement applied or applies from
complying with the requirement with effect from the day on which the
incompatibility arose.
(3) Any
dispensation given under paragraph 2 of this byelawÑ
(a) may
be made individually or in respect of any class or classes of person;
(b) may
make different provision for different cases; and
(c) may
include such additional directions, conditions or requirements as the Council
considers necessary or appropriate.
Power to
give directions
(4) The
Council may, for the purpose of giving effect to, implementing or discharging
any direction, requirement or obligation that the Financial Services and
Markets Act 2000 or the Financial Services Authority has given to, placed on or
imposed on the Council or the Society, give a direction to any person or any
class or classes of person carrying on the business of insurance at LloydÕs to
do such acts and things as may be necessary or appropriate.
References
to the Financial Services Authority
(5) In
every byelaw and regulation made under LloydÕs Act 1982 references to Òthe
Secretary of StateÓ or to Òthe TreasuryÓ shall be taken to include references
to the Financial Services Authority.
Commencement
(6) This
byelaw shall come into force on 5 December 2001.
530.
Glossary Byelaw No. 8 of 2001, 5 December 2001
COMMENCEMENT
This
byelaw commenced on 5 December 2001.
EXPLANATORY
NOTE
(This note
is not part of the byelaw.)
The
purpose of this byelaw is to define terms and expressions used in the
requirements of the Council.
The Council
of LloydÕs in exercise of its power under Section 6(2) of the LloydÕs Act 1982
by special resolution hereby makes the following byelaw.
Definition
of terms and expressions
(1) In
every byelaw and regulation made under LloydÕs Act 1982, save where that byelaw
or regulation expressly provides to the contrary or the context otherwise
requiresÑ
Òapproved
run-off companyÓ shall have the meaning given in the Run-off Companies Byelaw
(No. 2 of 1995, 114);
ÒcontrollerÓ
shall have the meaning given in section 422 of the Financial Services and
Markets Act 2000 and control shall be construed accordingly;
Òcorporate
memberÓ shall have the meaning given in the Membership Byelaw (No. 17 of 1993,
111);
ÒCouncilÓ
means the council constituted by section 3 of LloydÕs Act 1982;
ÒFinancial
Services AuthorityÓ means the body corporate known by that name with the
functions conferred on it by or under the Financial Services and Markets Act
2000;
ÒGeneral
Insurance Standards CouncilÓ means the company limited by guarantee with the
registered number 3705388;
Òindividual
memberÓ shall have the meaning given in the Membership Byelaw (No. 17 of 1993,
111);
ÒLloydÕs
brokerÓ means a person which is listed in the register of LloydÕs brokers
maintained under the LloydÕs Brokers Byelaw (No. 17 of 2000, 123);
ÒLPSOÓ
shall, as the context requires, mean LloydÕs Policy Signing Office and/or any
service provider (as that expression is defined in the LloydÕs Policy Signing
Office Byelaw (No. 11 of 2000, 527)) for the time being carrying on or out
(under whatever name) all or any of the services and operations formerly
carried on or out by the Society under the name of LloydÕs Policy Signing
Office or the acronym LPSO;
ÒMAPAÓ
means an arrangement of the kind described in paragraph 10 of the Agency
Agreements Byelaw (No. 8 of 1988, 310) operated by a membersÕ agent;
ÒmembersÕ
agentÓ and Òmanaging agentÓ mean an underwriting agent who is listed in any
part of the Register of Underwriting Agents at LloydÕs as a membersÕ agent or
managing agent respectively;
ÒNew
Central FundÓ means the fund held, managed and applied by the Society pursuant
to the New Central Fund Byelaw (No. 23 of 1996, 522);
ÒpersonÓ
shall include any natural person, firm, partnership, corporation, association,
or other body of persons (whether corporate or unincorporate);
Òpremiums
trust deedÓ means a trust deed, in the form for the time being required by the
Council, constituting a premiums trust fund;
Òquasi-individual
memberÓ means a corporate member whose members consist only of, or of nominees
for, a single individual or a group of connected individuals (together with, in
the case of a Scottish limited partnership, another person who is the general
partner in that partnership) and for the purposes of this definition onlyÑ
(a) a
Ògroup of connected individualsÓ means a group of individuals each of whom is a
director or manager of, or a partner in, the corporate member or a close
relative of any such person;
(b) Òclose
relativeÓ means an individualÕs spouse, his children and step-children, his
parents and step-parents, his brothers and sisters and his step-brothers and
step-sisters;
Òrequirements
of the CouncilÓ means any requirement imposed by any byelaw or regulation made
under LloydÕs Acts 1871 to 1982 or under the authority given by any premiums
trust deed, any core principle, code or practice, condition or requirement made
or imposed or direction given under any such byelaw regulation or authority and
any direction given under section 6 of LloydÕs Act 1982, any requirement
imposed by or under any agreement, deed or other instrument between LloydÕs or
the Council and any member, underwriting agent, or any trustee of any premiums
trust deed, or by or under any undertaking in favour of LloydÕs or the Council
given by a member, any underwriting agent or any trustee of any premiums trust
deed, and any other direction or requirement given or made by the Council under
LloydÕs Acts;
Òthe
SocietyÓ means the Society incorporated by LloydÕs Act 1871 by the name of
LloydÕs.
Revocation and
commencement
(2) The
Interpretation Byelaw (No. 1 of 1983, 500) is revoked.
(3) This
byelaw shall come into force on 5 December 2001.
531. Marine
Insurance Certificates Byelaw No. 3 of 2002, 4 September 2002
COMMENCEMENT
This
byelaw came into force on 1 October 2002 and applies to any cover placed on or
after that date.
EXPLANATORY
NOTE
(This note
is not part of the byelaw.)
This
byelaw regulates:
(i) the
issue by LloydÕs of marine insurance certificates and their use by insurance
brokers, coverholders and their clients; and
(ii) the
settlement of claims abroad by LloydÕs settling agents (whether or not the
claims are made under marine insurance certificates). The byelaw specifies
conditions (including liability to indemnify the Society and the underwriting
members concerned) on which LloydÕs brokers, coverholders and related LloydÕs
entities may request the issue of marine insurance certificates by LloydÕs and
the settlement of claims abroad.
The
byelaw replaces (in relation to covers placed at LloydÕs on or after 1 October
2002):
(i) the
former agreement dated 20 September 1982 originally between LloydÕs, the
Institute of London Underwriters, certain underwriting members of LloydÕs and
member companies of the Institute of London Underwriters and certain LloydÕs
brokers governing the issue of marine insurance certificates and settlement of
claims abroad; and
(ii) the
Standing Regulations for the Settlement of Claims Abroad previously in force.
For the
full text of this byelaw, see Part C, 352.
Tables
Table of
Derivations
New Old
100 Register of
Members Byelaw (No. 22 of 1983) 122
101 The Underwriting
Agents Byelaw (No. 4 of 1984) 126
102 The Syndicate
Audit Arrangements Byelaw (No. 10 of 1984) 132
103 The Agency
Agreements Byelaw (No. 1 of 1985) 133
104 The LloydÕs
Introductory Test (No. 8 of 1985) 140
105 The Membership
(Entrance Fees and Annual Subscriptions) Byelaw (No. 9 of 1987) 155
106 LloydÕs Brokers
Byelaw (No. 5 of 1988) 167
107 Umbrella
Arrangements Byelaw (No. 6 of 1988) 168
108 Agency Agreements
Byelaw (No. 8 of 1988) 170
109 LloydÕs Market
Certificate Byelaw (No. 6 of 1989) 178
110 Annual
Subscribers, Associates, Substitutes and Others Byelaw (No. 8 of 1993) 241
111 Membership Byelaw
(No. 17 of 1993) 250
112 LloydÕs Advisers
Byelaw (No. 19 of 1993) 252
113 Underwriting
AgentsÕ Qualifications Byelaw (No. 31 of 1993) 264
114 Run-Off Companies
Byelaw (No. 2 of 1995) 285
115 Individual
Registration Byelaw (No. 13 of 1996) 320
116 Approval of
Correspondents Regulation (No. 4 of 1990) 815
200 The Underwriting
Agents Byelaw (No. 4 of 1984) 126
201 The Syndicate
Premium Income Byelaw (No. 6 of 1984) 128
202 LloydÕs Brokers
Byelaw (No. 5 of 1988) 167
203 Umbrella
Arrangements Byelaw (No. 6 of 1988) 168
204 Solvency and
Reporting Byelaw (No. 13 of 1990) 203
205 Membership
(Overseas Deposits) Byelaw (No. 2 of 1992) 219
206 Membership Byelaw
(No. 17 of 1993) 250
207 LloydÕs Advisers
Byelaw (No. 19 of 1993) 252
208 Run-off Companies
Byelaw (No. 2 of 1995) 285
300 Substitute Agents
Byelaw (No. 20 of 1983) 120
301 Information
Relevant to the Operation of Sections 10, 11 and 12 of the LloydÕs Act 1982
(No. 1 of 1984) 123
302 The Disclosure of
Interests Byelaw (No. 3 of 1984) 125
303 The Underwriting
Agents Byelaw (No. 4 of 1984) 126
304 The Agency
Agreements Byelaw (No. 1 of 1985) 133
305 The Reinsurance
to Close Byelaw (No. 6 of 1985) 138
306 The Related
Parties Byelaw (No. 2 of 1986) 142
307 LloydÕs Brokers
Byelaw (No. 5 of 1998) 167
308 Umbrella
Arrangements Byelaw (No. 6 of 1988) 168
309 MembersÕ Agents
(Information) Byelaw (No. 7 of 1988) 169
310 Agency Agreements
Byelaw (No. 8 of 1988) 170
311 Multiple
Syndicates Byelaw (No. 5 of 1989) 177
312 Run-off Years of
Account Byelaw (No. 17 of 1989) 189
313 Insurance
Intermediaries Byelaw (No. 8 of 1990) 198
314 Binding
Authorities Byelaw (No. 9 of 1990) 199
315 Run-off Accounts
(Intermediaries) Byelaw (No. 10 of 1991) 213
316 MembersÕ Agents
(Australia) Byelaw (No. 14 of 1992) 231
317 Reinsurance to
Close (Restriction) Byelaw (No. 15 of 1993) 248
318 Membership,
Central Fund and Subscriptions (Miscellaneous Provisions) Byelaw (No. 16 of
1993) 249
319 Membership Byelaw
(No. 17 of 1993) 250
320 LloydÕs Advisers
Byelaw (No. 19 of 1993) 252
321 Pool Reinsurance
Company Limited (Intermediaries) Byelaw (No. 23 of 1993) 256
322 MembersÕ Agent
Pooling Arrangement Byelaw (No. 30 of 1993) 263
323 LloydÕs 1994
Claims Scheme Byelaw (No. 4 of 1994) 269
324 Syndicate
Meetings Byelaw (No. 11 of 1994) 276
325 Notice of
Proposed Arrangements Byelaw (No. 12 of 1994) 277
326 Syndicate
Accounting Byelaw (No. 18 of 1994) 283
327 Run-off Companies
Byelaw (No. 2 of 1995) 285
328 Price Sensitive
Information Byelaw (No. 19 of 1995) 302
329 Conversion and
Related Arrangements Byelaw (No. 22 of 1996) 329
330 Core Principles
Byelaw (No. 34 of 1996) 341
331 Auction Byelaw
(No. 14 of 1997) 364
332 Major Syndicate
Transactions Byelaw (No. 18 of 1997) 368
333 Syndicate
Pre-emption Byelaw (No. 19 of 1997) 369
334 MAPA Reporting
Byelaw (No. 23 of 1997) 373
335 The Syndicate
Premium Income (Monitoring) Regulation (No. 1 of 1984) 801
336 Following Year
Underwriting Regulation (No. 3 of 1989) 810
337 Financial
Guarantee Insurance Regulation (No. 4 of 1989) 811
338 Personal Stop
Loss Reinsurance Regulation (No. 2 of 1990) 813
339 Insurance
Intermediaries Regulation (No. 3 of 1990) 814
340 Binding
Authorities Regulation (No. 5 of 1990) 816
341 Transitional and
Conversion Arrangements (Corporate Member) Regulation (No. 1 of 1994) 828
400 Inquiries and
Investigations Byelaw (No. 3 of 1983) 103
401 Miscellaneous
Matters Byelaw (No. 15 of 1983) 115
402 Issue of
Proceedings by Council Byelaw (No. 18 of 1983) 118
403 Suspension:
Supplementary and Consequential Matters Byelaw (No. 19 of 1983) 119
404 Disclosure by
Direction Byelaw (No. 21 of 1983) 121
405 The Underwriting
Agents Byelaw (No. 4 of 1984) 126
406 Review Powers
Byelaw (No. 5 of 1986) 145
407 Administrative
Suspension Byelaw (No. 7 of 1987) 153
408 The MembersÕ Ombudsman
Byelaw (No. 13 of 1987) 159
409 LloydÕs Brokers
Byelaw (No. 5 of 1988) 167
410 Umbrella
Arrangements Byelaw (No. 6 of 1988) 168
411 Insurance
Ombudsman Bureau Byelaw (No. 1 of 1989) 173
412 Misconduct
(Reporting) Byelaw (No. 11 of 1989) 183
413 MembersÕ
Compensation Scheme Byelaw (No. 15 of 1989) 187
414 The LloydÕs
Arbitration Scheme (Members and Underwriting Agents Arbitration Scheme) Byelaw
(No. 15 of 1992) 232
415 Membership Byelaw
(No. 17 of 1993) 250
416 LloydÕs Advisers
Byelaw (No. 19 of 1993) 252
417 Information and
Confidentiality Byelaw (No. 21 of 1993) 254
418 Misconduct and
Penalties Byelaw (No. 30 of 1996) 337
419 Disciplinary
Committees Byelaw (No. 31 of 1996) 338
420 Appeal Tribunal
Byelaw (No. 32 of 1996) 339
421 Council Stage of
Disciplinary Proceedings etc. Byelaw (No. 33 of 1996) 340
500 Interpretation
Byelaw (No. 1 of 1983) 101
501 Promulgation of
Byelaws and Regulations Byelaw (No. 9 of 1983) 109
502 Maintenance of
Byelaws and Regulations Byelaw (No. 14 of 1983) 114
503 Miscellaneous
Matters Byelaw (No. 15 of 1983) 115
504 Suspension from
Membership of the Council, the Committee and any Sub-Committee Byelaw (No. 16
of 1983) 116
505 The Underwriting
Agents Byelaw (No. 4 of 1984) 126
506 The Central Fund
Byelaw (No. 4 of 1986) 144
507 The PCW
Syndicates (Exemptions and Miscellaneous Provisions) Byelaw (No. 6 of 1987) 152
508 LloydÕs Brokers
Byelaw (No. 5 of 1988) 167
509 Umbrella
Arrangements Byelaw (No. 6 of 1988) 168
510 Powers of
Charging Byelaw (No. 12 of 1990) 202
511 Quorums and
Appointments of Committees and Sub-Committees Byelaw (No. 8 of 1992) 225
512 High Level Stop
Loss Fund Byelaw (No. 12 of 1992) 229
513 Council Members
and Others (Indemnification) Byelaw (No. 3 of 1993) 236
514 Membership, Central
Fund and Subscriptions (Miscellaneous Provisions) Byelaw (No. 16 of 1993) 249
515 Membership Byelaw
(No. 17 of 1993) 250
516 LloydÕs Advisers
Byelaw (No. 19 of 1993) 252
517 Members of the
Council (Remuneration) Byelaw (No. 28 of 1993) 261
518 Run-off Companies
Byelaw (No. 2 of 1995) 285
519 Reconstruction
and Renewal Byelaw (No. 22 of 1995) 305
520 Annual and
Extraordinary General Meetings Byelaw (No. 17 of 1996) 324
521 Council and
Committee Byelaw (No. 18 of 1996 325
522 New Central Fund
Byelaw (No. 23 of 1996) 330
523 High Level Stop
Loss Fund (Winding Up) Byelaw (No. 25 of 1996) 332
524 LloydÕs Japan
Inc. Byelaw (No. 2 of 1997) 352
Table of
Destinations
Old New
101 Interpretation
Byelaw (No. 1 of 1983) 500
103 Inquiries and
Investigations Byelaw (No. 3 of 1983) 400
109 Promulgation of
Byelaws and Regulations Byelaw (No. 9 of 1983) 501
114 Maintenance of
Byelaws and Regulations Byelaw (No. 14 of 1983) 502
115 Miscellaneous
Matters Byelaw (No. 15 of 1983) 503
116 Suspension from Membership
of the Council, the Committee and any Sub-Committee Byelaw (No. 16 of 1983) 504
118 Issue of
Proceedings by Council Byelaw (No. 18 of 1983) 402
119 Suspension:
Supplementary and Consequential Matters Byelaw (No. 19 of 1983) 403
120 Substitute Agents
Byelaw (No. 20 of 1983) 300
121 Disclosure by
Direction Byelaw (No. 21 of 1983) 404
122 Register of
Members Byelaw (No. 22 of 1983) 100
123 Information
Relevant to the Operation of Sections 10, 11 and 12 of the LloydÕs Act 1982
(No. 1 of 1984) 301
125 The Disclosure of
Interests Byelaw (No. 3 of 1984) 302
126 The Underwriting
Agents Byelaw (No. 4 of 1984) 101
128 The Syndicate
Premium Income Byelaw (No. 6 of 1984) 201
132 The Syndicate
Audit Arrangements Byelaw (No. 10 of 1984) 102
133 The Agency
Agreements Byelaw (No. 1 of 1985) 304
138 The Reinsurance
to Close Byelaw (No. 6 of 1985) 305
140 The LloydÕs
Introductory Test (No. 8 of 1985) 104
142 The Related
Parties Byelaw (No. 2 of 1986) 306
144 The Central Fund
Byelaw (No. 4 of 1986) 506
145 Review Powers
Byelaw (No. 5 of 1986) 406
152 The PCW
Syndicates (Exemptions and Miscellaneous Provisions) Byelaw (No. 6 of 1987) 507
153 Administrative
Suspension Byelaw (No. 7 of 1987) 407
155 The Membership
(Entrance Fees and Annual Subscriptions) Byelaw (No. 9 of 1987) 105
159 The MembersÕ
Ombudsman Byelaw (No. 13 of 1987) 408
167 LloydÕs Brokers
Byelaw (No. 5 of 1988) 106
168 Umbrella
Arrangements Byelaw (No. 6 of 1988) 107
169 MembersÕ Agents
(Information) Byelaw (No. 7 of 1988) 309
170 Agency Agreements
Byelaw (No. 8 of 1988) 310
173 Insurance
Ombudsman Bureau Byelaw (No. 1 of 1989) 411
177 Multiple
Syndicates Byelaw (No. 5 of 1989) 311
178 LloydÕs Market
Certificate Byelaw (No. 6 of 1989) 109
183 Misconduct
(Reporting) Byelaw (No. 11 of 1989) 412
187 MembersÕ
Compensation Scheme Byelaw (No. 15 of 1989) 413
189 Run-off Years of
Account Byelaw (No. 17 of 1989) 312
198 Insurance
Intermediaries Byelaw (No. 8 of 1990) 313
199 Binding
Authorities Byelaw (No. 9 of 1990) 314
202 Powers of
Charging Byelaw (No. 12 of 1990) 510
203 Solvency and
Reporting Byelaw (No. 13 of 1990) 204
213 Run-off Accounts
(Intermediaries) Byelaw (No. 10 of 1991) 315
219 Membership
(Overseas Deposits) Byelaw (No. 2 of 1992) 205
225 Quorums and
Appointments of Committees and Sub-Committees Byelaw (No. 8 of 1992) 511
229 High Level Stop
Loss Fund Byelaw (No. 12 of 1992) 512
231 MembersÕ Agents
(Australia) Byelaw (No. 14 of 1992) 316
232 The LloydÕs
Arbitration Scheme (Members and Underwriting Agents Arbitration Scheme) Byelaw
(No. 15 of 1992) 414
236 Council Members
and Others (Indemnification) Byelaw (No. 3 of 1993) 513
241 Annual
Subscribers, Associates, Substitutes and Others Byelaw (No. 8 of 1993) 110
248 Reinsurance to
Close (Restriction) Byelaw (No. 15 of 1993) 317
249 Membership,
Central Fund and Subscriptions (Miscellaneous Provisions) Byelaw (No. 16 of
1993) 514
250 Membership Byelaw
(No. 17 of 1993) 111
252 LloydÕs Advisers
Byelaw (No. 19 of 1993) 112
254 Information and
Confidentiality Byelaw (No. 21 of 1993) 417
256 Pool Reinsurance
Company Limited (Intermediaries) Byelaw (No. 23 of 1993) 321
261 Members of the
Council (Remuneration) Byelaw (No. 28 of 1993) 517
263 MembersÕ Agent
Pooling Arrangement Byelaw (No. 30 of 1993) 322
264 Underwriting
AgentsÕ Qualifications Byelaw (No. 31 of 1993) 113
269 LloydÕs 1994
Claims Scheme Byelaw (No. 4 of 1994) 323
276 Syndicate
Meetings Byelaw (No. 11 of 1994) 324
277 Notice of
Proposed Arrangements Byelaw (No. 12 of 1994) 325
283 Syndicate
Accounting Byelaw (No. 18 of 1994) 326
285 Run-Off Companies
Byelaw (No. 2 of 1995) 114
302 Price Sensitive
Information Byelaw (No. 19 of 1995) 328
305 Reconstruction
and Renewal Byelaw (No. 22 of 1995) 519
320 Individual
Registration Byelaw (No. 13 of 1996) 115
324 Annual and
Extraordinary General Meetings Byelaw (No. 17 of 1996) 520
325 Council and
Committee Byelaw (No. 18 of 1996) 521
329 Conversion and
Related Arrangements Byelaw (No. 22 of 1996) 329
330 New Central Fund
Byelaw (No. 23 of 1996) 522
332 High Level Stop
Loss Fund (Winding Up) Byelaw (No. 25 of 1996) 523
337 Misconduct and
Penalties Byelaw (No. 30 of 1996) 418
338 Disciplinary
Committees Byelaw (No. 31 of 1996) 419
339 Appeal Tribunal
Byelaw (No. 32 of 1996) 420
340 Council Stage of
Disciplinary Proceedings etc. Byelaw (No. 33 of 1996) 421
341 Core Principles
Byelaw (No. 34 of 1996) 330
352 LloydÕs Japan
Inc. Byelaw (No. 2 of 1997) 524
364 Auction Byelaw
(No. 14 of 1997) 331
368 Major Syndicate
Transactions Byelaw (No. 18 of 1997) 332
369 Syndicate
Pre-emption Byelaw (No. 19 of 1997) 333
373 MAPA Reporting
Byelaw (No. 23 of 1997) 334
801 The Syndicate
Premium Income (Monitoring) Regulation (No. 1 of 1984) 335
810 Following Year
Underwriting Regulation (No. 3 of 1989) 336
811 Financial
Guarantee Insurance Regulation (No. 4 of 1989) 337
813 Personal Stop
Loss Reinsurance Regulation (No. 2 of 1990) 338
814 Insurance
Intermediaries Regulation (No. 3 of 1990) 339
815 Approval of
Correspondents Regulation (No. 4 of 1990) 116
816 Binding
Authorities Regulation (No. 5 of 1990) 340
828 Transitional and
Conversion Arrangements (Corporate Member) Regulation (No. 1 of 1994) 341>
Table of
Lloyd's Byelaws
[References
in bold type are to item numbers; those in roman type are to the paragraph,
schedule or other subdivision. Item numbers in bold italic type indicate the
main reference.]
Administrative
Suspension Byelaw (No. 7 of 1987, 3 June 1987) 106,
53; 114, 13, Sch. 3; 115, Sch. 4; 117, Sch. 2; 204, 15, Sch. 2; 336, Sch.; 407
Agency Agreements
Byelaw (No. 1 of 1985, 11 March 1985) 304;
309, 6 Note; 324, 3, Sch. 1; 326, Sch. 1; 329, 4; 413, Sch.
Agency
Agreements Byelaw (No. 8 of 1988, 7 December 1988) 111, 21,
Sch.; 309, 6 Note; 310; 311, Sch. 1, 1; 316; 324, Sch. 1; 325, Sch.; 326, Sch.
1, 9; 329, 4; 331, 2, Sch.; 332, 8, 9, 10, Sch. 1, 2, 4; 333, 3, Sch. 1; 336,
Sch.; 338, Sch.; 342, 2; Sch.; 345, 2, Sch.; 346, 9; 349, 6; 413, Sch.; 414, 1,
4; 418, Sch. 2; 420, Sch. 3; 512; 514, 2; 527, Sch. 2
Annual and
Extraordinary General Meetings Byelaw (No. 17 of 1996, 14 May 1996) 520
Annual
Subscribers Byelaw (No. 15 of 2000, 4 October 2000) 122
Annual
Subscribers, Associates, Substitutes and Others Byelaw (No. 8 of 1993) 110;
420, Sch. 3
Appeal
Tribunal Byelaw (No. 32 of 1996, 7 August 1996) 117,
Sch. 2; 123, 17; 332, 7; 349, 8; 419; Sch. 1, 420; 421, Sch. 2; 422, 4; 423,
15; 525, 19, 36
Appeal
Tribunal (Amendment) Byelaw (No. 22 of 2000), 6 December 2000 421A
Assignment
of Syndicate Participations (Second Nomination) Byelaw (No. 6 of 2000) 349
Auction
Byelaw (No. 14 of 1997, 17 April 1997) 331;
332, 10; 333, 3; 342, Sch.; 345, Sch.; 349, 9; 510
Audit
Arrangements Byelaw (No. 7 of 1998) 117
Bilateral
Arrangements Byelaw (No. 4 of 1999) 345;
349, 12
Bilateral
Arrangements (1998) Byelaw (No. 8 of 1998) 342
Binding
Authorities Byelaw (No. 9 of 1990, 3 October 1990) 111, Sch.; 116, Sch.; 123, 16; 311, Sch. 2, 3;
314; 326, Sch. 1; 340, 1; 525, Sch.; 527, Sch. 2
Central
Accounting Byelaw (No. 20 of 1998) 420,
1; 525; 527, Sch. 2
Central
Fund Byelaw (No. 4 of 1986, 14 July 1986) 111,
40, Sch.; 204, Sch. 1, Sch. 3, 11, 15, Sch. 4, 11, 5, Sch. 1, 3; 309, Sch. 1;
310, Sch. 1; 324, Sch. 3; 418, Sch. 2; 506; 514, 1, 2, 4, 5; 519, 2, 11, 13,
15, Sch.; 522, Sch. 1, Sch. 3; 523, 5
Conversion
and Related Arrangements Byelaw (No. 22 of 1996, 5 June 1996) 329;
332, 6, 10, Sch. 2, 3; 333, 3; 346, 8, Sch. 1, 2; 349, 7; 522, Sch. 2
Core
Principles Byelaw (No. 34 of 1996, 7 August 1996) 330
Council and
Committee Byelaw (No. 18 of 1996, 14 May 1996) 521
Council
Members and Others (Indemnification) Byelaw (No. 3 of 1993, 3 February 1993) 513
Council
Stage of Disciplinary Proceedings Etc. Byelaw (No. 33 of 1996, 7 August 1996) 418,
Sch. 2; 421
Disciplinary
Committees Byelaw (No. 31 of 1996, 7 August 1996) 418, Sch. 1, Sch. 2;
419; 420, Sch. 1; 421, Sch. 1, Sch. 2
Disclosure
by Direction Byelaw (No. 21 of 1983, 18 July 1983) 114, Sch. 3; 404; 418, Sch. 2
Disclosure
of Interests Byelaw (No. 3 of 1984, 9 April 1984) 302; 309, Sch. 2
Fit and Proper
Person Determination Byelaw (No. 23 of 2000), 6 December 2000 422
High Level
Stop Loss Fund Byelaw (No. 12 of 1992, 7 October 1992) 326, Sch. 9; 512; 522, Sch. 3; 523, 1
High Level
Stop Loss Fund (Winding Up) Byelaw (No. 25 of 1996, 3 July 1996) 523
Individual
Registration Byelaw (No. 13 of 1996, 17 April 1996) 115; 330, Sch. 1; 420, Sch. 3
Individual
Registration Byelaw (No. 3 of 1998, 4 February 1998) 115; 526, 11
Information
and Confidentiality Byelaw (No. 21 of 1993, 8 September 1993) 111, 52; 112, 32; 114, Sch.
3; 115, 2; 417; 418, Sch. 2; 500, 2A; 525, 23
Information
Relevant to the Operation of Sections 10, 11 and 12 of LloydÕs Act 1982 Byelaw
(No. 1 of 1984, 9 January 1984) 301
Inquiries
and Investigations Byelaw (No. 3 of 1983, 5 January 1983) 107, 28, Sch. 2; 114, Sch. 3; 115,
Sch. 4; 400; 407, 10; 418, Sch. 2
Insurance
Intermediaries Byelaw (No. 8 of 1990, 4 July 1990) 116, Sch.; 313; 314, Explan. Note, Sch.; 339, 2, 3, 5, Sch. 2,
Sch. 3, Sch. 4; 340, 4
Insurance
Ombudsman Bureau Byelaw (No. 1 of 1989, 11 January 1989) 114, Sch. 3; 411; 418, Sch. 2
Interpretation
Byelaw (No. 1 of 1983, 5 January 1983) 500;
522, Sch. 3; 526, 5; 527, Sch. 2
Issue of
Proceedings by Council Byelaw (No. 18 of 1983, 6 June 1983) 114,
Sch. 3; 115, Sch. 4; 402; 423, 14
LloydÕs
Advisers Byelaw (No. 19 of 1993) 111,
Sch.; 112; 115, Sch. 3; 310, Sch. 4, 1; 328, Sch. 2; 418, Sch. 2; 420, Sch. 3;
500, 1; 519, Sch.
LloydÕs
Arbitration Scheme (Members and Underwriting Agents Arbitration Scheme) Byelaw
(No. 15 of 1992, 7 October 1992) 115,
Sch. 4; 414
LloydÕs
Asia Byelaw (No. 17 of 1999, 9 November 1999) 348
LloydÕs
Brokers Byelaw (No. 5 of 1988, 6 July 1988) 106;
107, 9, 18, 20, 21, 30, Sch. 1, Sch. 2; 114, Sch. 1, 4; 115, Sch. 2, Sch. 3;
116, Sch.; 117, Sch. 2; 123, 13; 313, Sch. 1; 314, Sch.; 319, Sch.; 417, Sch.
2.2; 418, Sch. 2; 420; Sch. 3; 527, Sch. 2; 528, Sch. 2
LloydÕs
Brokers Byelaw (No. 17 of 2000), 6 December 2000 123
LloydÕs
Claims Byelaw (No. 12 of 2000, 21 August 2000) 528
LloydÕs Introductory
Test Byelaw (No. 8 of 1985, 9 December 1985) 104
LloydÕs
Japan Inc. Byelaw (No. 2 of 1997, 5 February 1997) 524
LloydÕs
Market Certificate Byelaw (No. 6 of 1989, 10 May 1989) 101, 50,
53, 53A; 109
LloydÕs
Policy Signing Office Byelaw (No. 11 of 2000, 22 June 2000) 527
LloydÕs
1994 Claims Scheme Byelaw (No. 4 of 1994, 13 April 1994) 323; 418, Sch. 2; 527, Sch. 2
Maintenance
of Byelaws and Regulations Byelaw (No. 14 of 1983, 7 February 1983) 502
Major
Syndicate Transactions Byelaw (No. 18 of 1997, 14 May 1997) 332; 346, 5, 7, 10; 349, 10
Mandatory
Offer Byelaw (No. 5 of 1999, 14 April 1999) 346;
349, 13
MAPA
Reporting Byelaw (No. 23 of 1997, 2 July 1997) 334
Members of
the Council (Remuneration) Byelaw (No. 28 of 1993) 517
MembersÕ
Agent Pooling Arrangements Byelaw (No. 30 of 1993, 8 December 1993) 322; 324, Sch. 1; 334, Sch.
1; 418, Sch. 2
MembersÕ
Agents (Australia) Byelaw (No. 14 of 1992, 7 October 1992) 316; 418, Sch. 2
MembersÕ
Agents (Information) Byelaw (No. 7 of 1988, 7 September 1988) 309; 326, Sch. 9;
334, Sch. 3; 418, Sch. 2; 512, 19; 522, Sch. 3
MembersÕ
Compensation Scheme Byelaw (No. 15 of 1989, 6 December 1989) 413
MembersÕ
Ombudsman Byelaw (No. 13 of 1987, 2 December 1987) 115, Sch. 4; 323; 326, Sch. 9; 408
Membership
Byelaw (No. 17 of 1993, 8 September 1993) 101,
1; 111; 114, Sch. 1; 115, Sch. 4; 123, 18; 300, 7; 310, Sch. 1; 329, 4, Sch.;
331, 5, Sch.; 333, Sch. 1; 342, 10; 345, 10; 346, Sch. 1; 418, Sch. 2; 420,
Sch. 3; 500; 510, 1; 514, 2; Sch. 3, 7; Sch. 4, 1, 7.5, 7.6; 519, 14, Sch.;
520, 6; 522, 4, Sch. 3; 526, 1; 527, Sch. 2; 528, Sch. 2
Membership,
Central Fund and Subscriptions (Miscellaneous Provisions) Byelaw (No. 16 of
1993, 8 September 1993) 310,
Sch. 1, 3, Sch. 3, 1(2), Sch. 4; 514; 519, 11, 14; 520, 8, Sch.; 522, 4, 5, 15
Membership
(Entrance Fees and Annual Subscriptions) Byelaw (No. 9 of 1987, 7 October 1987) 105; 310, Sch. 1, Sch. 3, 11, Sch.
4, 11.5; 319, 40; 324, 9, Sch. 3; 329, 8; 418, Sch. 2; 514, 2, 5; 519, 15
Membership
(Overseas Deposits) Byelaw (No. 2 of 1992, 4 March 1992) 205; 324, Sch.
3; 526, 8
Miscellaneous
Matters Byelaw (No. 15 of 1983, 7 February 1983) 408, 8; 503; 510, 6
Misconduct
and Penalties Byelaw (No. 30 of 1996, 7 August 1996) 117, Sch. 2; 334, Sch. 3; 418; 419, 4, Sch.
2; 420, 3, Sch. 1, Sch. 2; 421, Sch. 1
Misconduct
(Reporting) Byelaw (No. 11 of 1989, 5 July 1989) 412; 418, Sch. 2
Multiple
Syndicates Byelaw (No. 5 of 1989, 10 May 1989) 101,
11; 311; 314, Sch.; 418, Sch. 2; 420, Sch. 3
New Central
Fund Byelaw (No. 23 of 1996, 5 June 1996) 522;
523, 7
Notice of
Proposed Arrangements Byelaw (No. 12 of 1994, 7 December 1994) 325;
326, Sch. 9; 332, 9
PCW
Syndicates (Exemptions and Miscellaneous Provisions) Byelaw (No. 6 of 1987, 3
June 1987) 507
Pool Reinsurance
Company Limited (Intermediaries) Byelaw (No. 23 of 1993, 8 September 1993) 321
Powers of
Charging Byelaw (No. 12 of 1990, 5 December 1990) 324, Sch. 3;
510
Premiums
Trust Fund and Regulating Trustee Byelaw (No. 22 of 1998) 526
Price
Sensitive Information Byelaw (No. 19 of 1995, 4 October 1995) 328
Promulgation
of Byelaws and Regulations Byelaw (No. 9 of 1983, 5 January 1983) 501
Proportional
Reinsurance Syndicates Byelaw (No. 9 of 1999, 9 June 1999) 347
Quorums and
Appointments of Committees and Sub-Committees Byelaw (No. 8 of 1992, 5 August
1992) 511
Reconstruction
and Renewal Byelaw (No. 22 of 1995, 6 December 1995) 519; 520, 18; 521, 31;
522, 15, Sch. 1, Sch. 2; 523, 3, 10
Register of
Members Byelaw (No. 22 of 1983, 19 December 1983) 100; 418, Sch. 2
Reinsurance
to Close Byelaw (No. 6 of 1985, 9 December 1985) 305; 310, Sch. 3, 5;
Sch. 4, 4; 312, Sch. 1; 527, Sch. 2
Reinsurance
to Close (Restriction) Byelaw (No. 15 of 1993, 8 September 1993) 114,
Sch. 3; 317; 326, Sch. 9; 418, Sch. 2; 519, 14
Related
Parties Byelaw (No. 2 of 1986, 10 March 1986) 306;
326, Sch. 4, 6; 418, Sch. 2
Restitution
Orders Byelaw (No. 24 of 2000), 6 December 2000 423
Review
Powers Byelaw (No. 5 of 1986, 13 October 1986) 106,
9; 107, 25, Sch. 2; 114, 9, Sch. 3; 115, Sch. 4; 320, 6; 406; 418, Sch. 2
Run-off
Accounts (Intermediaries) Byelaw (No. 10 of 1991, 5 June 1991) 315;
326, Sch. 9
Run-off
Companies Byelaw (No. 2 of 1995, 10 January 1995) 114; 115, Sch. 2, Sch. 3; 328, Sch. 1, 2; 418, Sch. 2; 420,
Sch. 3; 510, 1; 519, Sch.; 525, Sch.; 527, Sch. 2; 528, Sch. 2
Run-off
Years of Account Byelaw (No. 17 of 1989, 6 December 1989) 312; 326, Sch. 6; 418, Sch. 2; 420, Sch. 3;
519, 14
Solvency
and Reporting Byelaw (No. 13 of 1990, 5 December 1990) 117, 6; 204; 326, Sch. 9; 407, 6, Sch. 1; 418, Sch. 2;
522, Sch. 3; 523, 5
Substitute
Agents Byelaw (No. 20 of 1983, 18 July 1983) 101,
1; 115, Sch. 4; 116, Sch.; 117, Sch. 1; 300; 309, Sch. 1; 310, Sch. 1, 1, Sch.
2, 1, Sch. 3, 1, Sch. 4, 1; 314, Sch.; 326, Sch. 1; 328, Sch. 1; 329, Sch.;
512, Sch.; 519, Sch.; 522, Sch.; 525, Sch.; 526, 6
Suspension
from Membership of the Council, the Committee, and any Sub-Committee Byelaw
(No. 16 of 1983, 7 February 1983) 504
Suspension:
Supplementary and Consequential Matters Byelaw (No. 19 of 1983, 18 July 1983) 114, Sch. 3; 115, Sch. 4; 403; 407,
14; 418, 5, Sch. 2
Syndicate
Accounting Byelaw (No. 18 of 1994, 20 December 1994) 117, 6; Sch. 1; 326; 332, 10; 334, 2, Sch. 1; 510,
1; 519, 14; 522, Sch. 3; 523, 1
Syndicate
Audit Arrangements Byelaw (No. 10 of 1984, 10 December 1984) 102; 117, 16; 324, 9, Sch. 3; 326,
Sch. 1, 9; 336, Sch.; 418, Sch. 2; 420. Sch. 3; 519, 12
Syndicate
Meetings Byelaw (No. 11 of 1994, 7 December 1994) 114, Sch. 1;
117, 6; Sch. 1; 324; 326, Sch. 9; 332, 9
Syndicate
Pre-emption Byelaw (No. 19 of 1997, 23 May 1997) 333; 342, 7; 345, 7; 346, 5; 349, 11
Syndicate
Premium Income Byelaw (No. 6 of 1984, 6 August 1984) 111, Sch.; 115, Sch. 4; 201; 310, Sch. 2, 1,
Sch. 3, 1, Sch. 4, 1; 324, Sch. 3; 335, 1, 3; 338, Sch.; 346, Sch.; 413, Sch.;
418, Sch. 2; 420, Sch. 3; 514, 1; 519, 14; 522, Sch. 3; 527, Sch. 2
Training
and Development Byelaw (No. 23 of 1998) 343
Umbrella
Arrangements Byelaw (No. 6 of 1988, 6 July 1988) 106, 4, 47; 347, 8; 107, Explan. Note, Sch. 2;
123, 14; 308; 406, Note; 418, Sch. 2; 420, Sch. 3; 519, Sch. 525, 2, Sch.; 527,
Sch. 2; 528, Sch. 2
Underwriting
Agents Byelaw (No. 4 of 1984, 14 May 1984) 101,
106, 16; 109, Explan. Note, 10, Sch.; 111, Sch.; 112, 12, 34, Sch.; 115, Sch.
2, 3; 116, Sch.; 117, Sch. 1; Sch. 2; 123, 15; 204, Sch. 1; 305; 306, Sch. 1,
1; 309, Sch. 1; 310, 1, Sch. 1, 1, Sch. 2, 1, Sch. 3, 1, Sch. 4, 1; 311, 9, 14,
Sch. 1, 1; 312, 17, 20, Sch. 1; 313, Sch. 1; 314, Sch.; 316, Sch.; 326, Sch. 1,
9; 328, Sch. 1, 2; 329, 8, Sch.; 330, Sch. 1; 334, Sch. 2; 336, Sch.; 338,
Sch.; 347, Sch. 2; 411, 1; 413, Sch.; 417, Sch. 2, 2; 418, Sch. 2; 420, Sch. 3;
506, Sch.; 512, Sch.; 525, Sch.; 526, 7; 527, Sch. 2; 528, Sch. 2
Underwriting
Agents (Amendment No. 16) Byelaw (No. 15 of 1999, 8 September 1999) 120
Underwriting
AgentsÕ Qualifications Byelaw (No. 31 of 1993) 113
Waiver
Byelaw (No. 3 of 1999) 344
Table of
Lloyd's Regulations
[References
in bold type are to item numbers; those in roman type are to the paragraph,
schedule or other subdivision. Item numbers in bold italic type indicate the
main reference.]
Approval of
Correspondents Regulation (No. 4 of 1990, 3 October 1990) 116;
123, 20; 340, 4; 527, Sch. 2
Binding
Authorities Regulation (No. 5 of 1990, 3 October 1990) 340
Financial
Guarantee Insurance Regulation (No. 4 of 1989, 27 September 1989) 337
Following
Year Underwriting Regulation (No. 3 of 1989, 26 July 1989) 336
Insurance
Intermediaries Regulation (No. 3 of 1990, 4 July 1990) 339; 527, Sch. 2
Personal
Stop Loss Reinsurance Regulations (No. 2 of 1990, 20 June 1990) 338; 512, Sch.; 420, Sch. 3
Syndicate
Premium Income (Monitoring) Regulation (No. 1 of 1984, 6 August 1984) 335
Transitional
and Conversion Arrangements (Corporate Member) Regulation (No. 1 of 1994, 5
October 1994) 341
Table of
Amendments
[References
in bold type are to the new item numbers; those in roman type to the old item
numbers.]
1983 Item
number
5 January 1.
Interpretation
Amended 24
October 1983 by a Special Resolution of the Council
Amended 19
October 1983 by a Special Resolution of the Council
Amended 9
April 1984 by a Special Resolution of the Council
Amended 6
January 1993 by Byelaw No. 1 of 1993, 234
Amended 8
September 1993 by Byelaw No. 20 of 1993, 253
Amended 8
December 1993 by Byelaw No. 29 of 1993, 262
Amended 6
September 1995 by Byelaw No. 16 of 1995, 299
Amended 6
September 1995 by Byelaw No. 17 of 1995, 300
Amended 5
June 1996 by Byelaw No. 23 of 1996, 330, 522
Amended 10
December 1998 by Byelaw No. 22 of 1998, 526
Amended 8
September 1999 by Byelaw No. 15 of 1999, 120
Amended 3
July 2000 by Byelaw No. 10 of 2000
Amended 22
June 2000 by Byelaw No. 11 of 2000, 527 101,
500
2.
Administrative Suspension
Amended 18
July 1984, pp 3 & 4 by a Special Resolution of the Council
Revoked 3
June 1987 by Byelaw No. 7 of 1987, 153, 407 102
3.
Inquiries and Investigations
Amended 8
September 1993 by Byelaw No. 20 of 1993, 253
Amended 17
April 1996 by Byelaw No. 13 of 1996, 320, 115
Amended 6
May 1998 by Byelaw No. 10 of 1998
Amended 8
September 1999 by Byelaw No. 15 of 1999, 120
Amended 3
July 2000 by Byelaw No. 10 of 2000
Amended 1
November 2000 by Byelaw No. 15 of 2000, 122 103,
400
4.
Information and Confidentiality
Amended 14
May 1984 by Byelaw No. 4 of 1984, 126, 101
Amended 6
July 1988 by Byelaw No. 5 of 1988, 167, 106
Amended 6
July 1988 by Byelaw No. 6 of 1988, 168, 107
Revoked 8
September 1993 by Byelaw No. 21 of 1993, 254, 417 104
5.
Misconduct, Penalties and Sanctions
Amended 19
December 1983 by a Special Resolution of the Council 105
6.
Disciplinary Committees
Amended 5
December 1983 by a Special Resolution of the Council
Amended 13
January 1986 by Byelaw No. 1 of 1986, 141
Amended 4
November 1987 by Byelaw No. 12 of 1987, 158 106
7.
Appeal Tribunal
Amended 5
August 1985 by Byelaw No. 5 of 1985, 137
Amended 3
October 1990 by Byelaw No. 10 of 1990, 200
Amended 3
March 1993 by Byelaw No. 5 of 1993, 238
Amended 8
September 1993 by Byelaw No. 20 of 1993, 253
Revoked 4
October 1995 by Byelaw No. 18 of 1995, 301 107
8.
Council Stage of Disciplinary Proceedings
Amended 18
July 1983 by a Special Resolution of the Council 108
9.
Promulgation of Byelaws and Regulations 109,
501
10.
Ordinary and Extraordinary General Meetings
Amended 4
March 1987 by Byelaw No. 3 of 1987, 149
Amended 8
September 1993 by Byelaw No. 20 of 1993, 253
Amended 8
December 1993 by Byelaw No. 26 of 1993, 259
Amended 11
May 1994 by Byelaw No. 6 of 1994, 271
Amended 5
July 1995 by Byelaw No. 14 of 1995, 297
Amended 7
February 1996 by Byelaw No. 3 of 1996, 310
Amended 6
March 1996 by Byelaw No. 7 of 1996, 314
Revoked 14
May 1996 by Byelaw No. 17 of 1996, 324, 520 110
17 January 11. Quorums
and Appointments of Committees and Sub-Committees
Amended 7
February 1983 by a Special Resolution of the Council
Amended 4
March 1987 by Byelaw No. 2 of 1987, 148
Revoked 5
August 1992 by Byelaw No. 8 of 1992, 225, 511 111
12.
Direct Motor Business
Revoked 4
July 1990 by Byelaw No. 8 of 1990, 198, 313 112
7 February 13. The
Council and Committee
Amended 9
April 1984 by a Special Resolution of the Council
Revoked 4
March 1987 by Byelaw No. 1 of 1987, 147 113
14.
Maintenance of Byelaws and Regulations 114,
502
15.
Miscellaneous Matters
Amended 8
September 1993 by Byelaw No. 20 of 1993, 253
Amended 14
May 1996 by Byelaw No. 19 of 1996, 326
Amended 5
April 2000 by Byelaw No. 5 of 2000
Amended 3
July 2000 by Byelaw No. 10 of 2000 115,
503
16.
Suspension from Membership of the Council, the Committee, and any Sub-Committee 116,
504
17.
Deputy Chairman and Chief Executive of the Society
Revoked 3
June 1992 by Byelaw No. 5 of 1992, 222
Amendment
to Byelaw No. 11 of 1983, 111 117
6 June 18. Issue of Proceedings by Council
Amended 8
September 1993 by Byelaw No. 20 of 1993, 253
Amended 17
April 1996 by Byelaw No. 13 of 1996, 320, 115
Amended 8
September 1999 by Byelaw No. 15 of 1999, 120
Amended 6
December 2000 by Byelaw No. 20 of 2000
Amended 6
December 2000 by Byelaw No. 24 of 2000, 423 118,
402
18 July 19. Suspension: Supplementary and Consequential
Matters
Amended 8
September 1993 by Byelaw No. 20 of 1993, 253
Amended 17
April 1996 by Byelaw No. 13 of 1996, 320, 115
Amended 8
September 1999 by Byelaw No. 15 of 1999, 120
Amended 3
July 2000 by Byelaw No. 10 of 2000
Amended 1
November 2000, by Byelaw No. 15 of 2000, 122 119,
403
20.
Substitute Agents
Amendment
to Byelaw No. 8 of 1983, 108
Amended 8
September 1993 by Byelaw No. 20 of 1993, 253
Amended 5
October 1994 by Byelaw No. 9 of 1994, 274
Amended 6
December 1995 by Byelaw No. 24 of 1995, 307
Amended 17
April 1996 by Byelaw No. 13 of 1996, 320, 115
Amended 10
December 1998 by Byelaw No. 22 of 1998, 526
Amended 8
September 1999 by Byelaw No. 15 of 1999, 120
Amended 3
July 2000 by Byelaw No. 10 of 2000 120,
300
21.
Disclosure by Direction
Amended 5
October 1994 by Byelaw No. 9 of 1994, 274
Amended 8
September 1999 by Byelaw No. 15 of 1999, 120
Amended 3
July 2000 by Byelaw No. 10 of 2000 121,
404
24 October Amendment
to Byelaw No. 1 of 1983, 101, 500
5 December Amendment to Byelaw
No. 6 of 1983, 106
mAmended 8 September 1993 by Byelaw No.
20 of 1993, 253
19 December 22. The Register of Members
Amended 6
January 1993 by Byelaw No. 1 of 1993, 234
Amendment
to Byelaw No. 5 of 1983, 105
Amended 5
February 1997 by Byelaw No. 2 of 1997, 352, 524 122,
100
1984 Item
number
9 January 1.
Information relevant to the operation of Sections 10, 11 and 12 of LloydÕs Act
1982, 7 123,
301
13 February 2. 1983 Annual Reports
of Syndicates
Revoked 4
November 1987 by Byelaw No. 11 of 1987, 157
124
9 April 3. Disclosure of Interests
Amended 4
November 1987 by Byelaw No. 11 of 1987, 157
para 2
revoked
Amendment
to Byelaw No. 1 of 1983, 101, 500
Amendment
to Byelaw No. 13 of 1983, 113, 503
Amended 5
October 1994 by Byelaw No. 9 of 1994, 274
Revoked 4
August 1999 by Byelaw No. 13 of 1999 125,
302
14 May 4. Underwriting Agents
Amended 1
July 1987 by Byelaw No. 8 of 1987, 154
Amended 8
June 1988 by Byelaw No. 4 of 1988, 166
Amended 10
May 1989 by Byelaw No. 5 of 1989, 177, 311 and Byelaw No. 6 of 1989, 178, 109
Amended 7
June 1989 by Byelaw No. 9 of 1989, 181
Amended 1
November 1989 by Byelaw No. 14 of 1989, 186
Amended 6
December 1989 by Byelaw No. 18 of 1989, 190
Amended 4 April
1990 by Byelaw No. 4 of 1990, 194
Amended 6
January 1993 by Byelaw No. 1 of 1993, 234
Amended 27
April 1993 by Byelaw No. 7 of 1993, 239
Amended 1
October 1993 by Byelaw No. 21 of 1993, 254, 417
Amended 8
December 1993 by Byelaw No. 32 of 1993, 265
Amended 5
October 1994 by Byelaw No. 9 of 1994, 274
Amended 7
December 1994 by Byelaw No. 13 of 1994, 278
Amended 7
December 1994 by Byelaw No. 15 of 1994, 280
Amended 20
December 1994 by Byelaw No. 18 of 1994, 283
Amended 10
January 1995 by Byelaw No. 3 of 1995, 286
Amended 5
April 1995 by Byelaw No. 8 of 1995, 291
Amended 6
September 1995 by Byelaw No. 15 of 1995, 298
Amended 4
October 1995 by Byelaw No. 18 of 1995, 301
Amended 7
February 1996 by Byelaw No. 5 of 1996, 312
Amended 29
August 1996 by Byelaw No. 36 of 1996, 343
Amended 4
June 1997 by Byelaw No. 20 of 1997, 370
Amended 5
August 1998 by Byelaw No. 14 of 1998
Amended 5
November 1998 by Byelaw No. 19 of 1998
Amended 10
December 1998 by Byelaw No. 22 of 1998, 526
Amended 22
December 1998 by Byelaw No. 23 of 1998, 343
Amended 12
May 1999 by Byelaw No. 9 of 1999, 347
Amended 8
September 1999 by Byelaw No. 15 of 1999, 120
Amended 6
October 1999 by Byelaw No. 16 of 1999
Amended 2
February 2000 by Byelaw No. 1 of 2000
Amended 22
June 2000 by Byelaw No. 11 of 2000, 527
Amended 21
August 2000 by Byelaw No. 12 of 2000, 528
Amended 1
November 2000 by Byelaw No. 15 of 2000, 122
Amended 1
January 2001 by Byelaw No. 17 of 2000, 123
Amended 7
March 2001 by Byelaw No. 2 of 2001
Amended 5
December 2001 by Byelaw No. 9 of 2001 126,
101
5.
Recovery of Monies paid out of LloydÕs Central Fund or the Funds and 127
Property of the Society
Revoked 15
April 1985 by Byelaw No. 2 of 1985, 134
Amendment
to Byelaw No. 2 of 1983, 102
6 August 6.
Syndicate Premium Income
Amended 6
May 1987 by Byelaw No. 5 of 1987, 151
Amended 7
March 1990 by Byelaw No. 3 of 1990, 193
Amended 4
September 1991 by Byelaw No. 12 of 1991, 215
Amended 10
September 1992 by Byelaw No. 11 of 1992, 228
Amended 3
February 1993 by Byelaw No. 2 of 1993, 235
Amended 8
September 1993 by Byelaw No. 20 of 1993, 253
Amended 8
September 1993 by Byelaw No. 22 of 1993, 255
Amended 5
October 1994 by Byelaw No. 9 of 1994, 274
Amended 4
October 1995 by Byelaw No. 18 of 1995, 301
Amended 17
April 1996 by Byelaw No. 13 of 1996, 320, 115
Amended 5
June 1996 by Byelaw No. 23 of 1996, 330, 522
Amended 3
July 2000 by Byelaw No. 10 of 2000
Amended 22
June 2000 by Byelaw No. 11 of 2000, 527 128,
201
Reg. 1 of 1984 Ñ Syndicate Premium
Income (Monitoring) Regulation
Amended 6
May 1987 by Regulation No. 1 of 1987, 147
Amended 8
September 1993 by Regulation No. 5 of 1993, 825
Amended 8
December 1993 by Regulation No. 7 of 1993, 827
Amended 4
June 1997 by Regulation No. 2 of 1997, 831 801,
335
8 October 7.
Syndicate Accounting Byelaw
Amended 10
March 1986 by Byelaw No. 2 of 1986, 142, 306
Revoked 4
November 1987 by Byelaw No. 11 of 1987, 157 129
8.
Underwriting Agents (Interim Provision)
Duration
expired: 23 July 1987 130
12 November 9. Membership
Amended 10
March 1986 by Byelaw No. 3 of 1986, 143
Amended 4
March 1987 by Byelaw No. 4 of 1987, 150
Amended 2
December 1987 by Byelaw No. 15 of 1987, 161
Amended 11
May 1988 by Byelaw No. 3 of 1988, 165
Amended 7
June 1989 by Byelaw No. 10 of 1989, 182
Amended 6
December 1989 by Byelaw No. 16 of 1989, 188
Amended 5
February 1991 by Byelaw No. 3 of 1991, 206
Amended 4
September 1991 by Byelaw No. 12 of 1991, 215
Amended 3
February 1993 by Byelaw No. 2 of 1993, 235
Revoked and
re-enacted 8 September 1993 by Byelaw No. 17 of 1993, 250, 111 131
10 December 10. Syndicate Audit Arrangements
Amended 17
June 1985 by Byelaw No. 3 of 1985, 135
Amended 7
June 1989 by Byelaw No. 7 of 1989, 179
Amended 6
January 1993 by Byelaw No. 1 of 1993, 234
Amended 5
October 1994 by Byelaw No. 9 of 1994, 274
Amended 7
December 1994 by Byelaw No. 11 of 1994, 276, 324
Amended 20
December 1994 by Byelaw No. 18 of 1994, 283, 326
Amended 3
May 1995 by Byelaw No. 10 of 1995, 293
Amended 4
October 1995 by Byelaw No. 18 of 1995, 301
Revoked 1
April 1998 by Byelaw No. 7 of 1995, 117
Amended 5
November 1998 by Byelaw No. 19 of 1998
132,
102
1985 Item
number
11 March 1.
Agency Agreements
Amended 5
October 1994 by Byelaw No. 9 of 1994, 274 133,
304
15 April 2. Recovery of Monies paid out of LloydÕs
Central Fund or the Funds and 134
Property of the Society
Revoked and
re-enacted in Byelaw No. 4 of 1986, 144, 506
3.
Syndicate Audit Arrangements (Amendment)
Revoked 1
April 1998 by Byelaw No. 7 of 1998 135
5 August 4.
Binding Authorities
Amended 11
May 1988 by Byelaw No. 1 of 1988, 163
Revoked and
re-enacted 3 October 1990 by Byelaw No. 9 of 1990, 199 136
5 August 4.
Reg. 1 of 1985 Ñ Binding Authorities
Amended 11
May 1988 by Regulation No. 1 of 1988, 806
Revoked and
re-enacted 3 October 1990 by Regulation No. 5 of 1990, 816 802
General Cover Conditions (U.S.)
prescribed under para. 4 of Reg. 1 of 1985, 802
Amended by
letter dated 25 November 1985
Amended by
letter dated 18 December 1995 1401
Binding Authorities Registration Scheme
Superseded
1 March 1989 and 4 October 1990 by the Binding Authorities Registration Scheme,
1410 1402
Code of Practice: Operation of Binding
Authorities
Superseded
3 October 1990 by the Code of Practice, 1411 1403
Reg. 2 of 1985 Ñ Approval of
Correspondents
Amended 3
September 1986 by Regulation No. 1 of 1986, 804
Amended 11
May 1988 by Regulation No. 2 of 1988, 807
Revoked and
re-enacted 3 October 1990 by Regulation No. 4 of 1990, 815 803
5.
Appeal Tribunal (Amendment) 137
9 December 6. Reinsurance to Close
Amended 5
March 1997 by Byelaw No. 8 of 1997, 358
Amended 4
February 1998 by Byelaw No. 2 of 1998
Amended 22
June 2000 by Byelaw No. 11 of 2000, 527 138,
305
7.
Multiple Syndicates
Revoked 10
May 1989 by Byelaw No. 5 of 1989, 177, 311 139
8.
LloydÕs Introductory Test
Amended 1
November 1995 by Byelaw No. 20 of 1995, 303
Revoked 22
December 1998 by Byelaw No. 23 of 1998, 343 140,
104
Code of Practice for Underwriting Agents
and Active Underwriters
Revoked
prospectively from 1 January 1992
1404
1986 Item
number
13 January 1.
Disciplinary Committees (Amendment)
Revoked 3
December 1997 by Byelaw No. 34 of 1997. 141
10 March 2.
Related Parties
Amended 8
September 1999 by Byelaw No. 14 of 1999
Amended 10
May 2000 by Byelaw No. 9 of 2000 142,
306
3.
Membership (Amendment) 143
14 July 4. Central Fund
Amended 7
October 1987 by Byelaw No. 10 of 1987, 156
Amended 7
December 1988 by Byelaw No. 9 of 1988, 171
Amended 8
September 1993 by Byelaw No. 20 of 1993, 253
Amended 5
October 1994 by Byelaw No. 9 of 1994, 274
Amended 5
June 1996 by Byelaw No. 23 of 1996, 330, 522
Amended 5
December 2001 by Byelaw No. 9 of 2001 144,
506
3 September Reg. 1 of 1986 Ñ Approval of
Correspondents (Amendment) 804
13 October 5. Review
Powers
Amended 6
July 1988 by Byelaw No. 6 of 1988, 168, 308
Amended 3
June 1992 by Byelaw No. 5 of 1992, 222
Amended 6
January 1993 by Byelaw No. 1 of 1993, 234
Amended 8
September 1993 by Byelaw No. 20 of 1993, 253
Amended 17
April 1996 by Byelaw No. 12 of 1996, 319
Amended 17
April 1996 by Byelaw No. 13 of 1996, 320, 115
Amended 8
September 1999 by Byelaw No. 15 of 1999, 120
Amended 3
July 2000 by Byelaw No. 10 of 2000 145,
406
8 December 6. Nominated Members of
the Council (Remuneration)
Amended 3
June 1992 by Byelaw No. 5 of 1992, 222
Revoked 8
December 1993 by Byelaw No. 28 of 1993, 261 146
1987 Item
number
4 March 1.
Council and Committee
Amended 2
December 1987 by Byelaw No. 16 of 1987, 162
Amended 7
December 1988 by Byelaw No. 10 of 1988, 172
Amended 6
June 1990 by Byelaw No. 5 of 1990, 195
Amended 5
June 1991 by Byelaw No. 7 of 1991, 210
Amended 3
June 1992 by Byelaw No. 5 of 1992, 222
Revoked 5
August 1992 by Byelaw No. 7 of 1992, 224 147
2.
Quorums and Appointments of Committees and Sub-Committees (Amendment) 148
3.
Ordinary and Extraordinary General Meetings (Amendment)
Revoked 3
December 1997 by Byelaw No. 34 of 1997 149
4.
Membership (Amendment No. 2)
Revoked 3 December
1997 by Byelaw No. 34 of 1997 150
6 May 5. Syndicate Premium Income
(Amendment) 151
Reg. 1 of 1987 Ñ Syndicate Premium
Income (Monitoring) (Amendment) 805
3 June 6. PCW Syndicates (Exemptions and Miscellaneous
Provisions) 152,
507
7.
Administrative Suspension
Amended 5
December 1990 by Byelaw No. 13 of 1990, 203, 204
Amended 5
August 1992 by Byelaw No. 9 of 1992, 226
Amended 8
September 1993 by Byelaw No. 20 of 1993, 253
Amended 17
April 1996 by Byelaw No. 13 of 1996, 320, 115
Amended 1
October 1997 by Byelaw No. 29 of 1997
Amended 3
December 1997 by Byelaw No. 33 of 1997
Amended 8
September 1999 by Byelaw No. 15 of 1999, 120
Amended 3
July 2000 by Byelaw No. 10 of 2000
Amended 1
November 2000 by Byelaw No. 15 of 2000, 122
Amended 6
December 2000 by Byelaw No. 21 of 2000
Amended 7
February 2001 by Byelaw No. 1 of 2001
Amended 5
December 2001 by Byelaw No. 9 of 2001 153,
407
1 July 8. Underwriting Agents (Amendments) 154
7 October 9.
Membership (Entrance Fees and Annual Subscriptions)
Amended 8
September 1993 by Byelaw No. 20 of 1993, 253
Amended 5
October 1994 by Byelaw No. 9 of 1994, 274
Amended 6
August 1997 by Byelaw No. 25 of 1997, 375
Amended 1
November 2000 by Byelaw No. 15 of 2000, 122 155,
105
10.
Central Fund (Amendment) 156
4 November 11. Syndicate
Accounting
Amended 1
February 1989 by Byelaw No. 2 of 1989, 174
Amended 16
December 1989 by Byelaw No. 17 of 1989, 189, 312
Amended 7
February 1990 by Byelaw No. 1 of 1990, 191
Amended 7
November 1990 by Byelaw No. 11 of 1990, 201
Amended 9
January 1991 by Byelaw No. 2 of 1991, 205
Amended 5
February 1991 by Byelaw No. 5 of 1991, 208
Amended 1
May 1991 by Byelaw No. 6 of 1991, 209
Amended 4
September 1991 by Byelaw No. 12 of 1991, 215
Amended 4
March 1992 by Byelaw No. 1 of 1992, 218
Amended 7
October 1992 by Byelaw No. 12 of 1992, 229, 512
Amended 6
January 1993 by Byelaw No. 1 of 1993, 234
Amended 8
September 1993 by Byelaw No. 20 of 1993, 253
Amended 8
December 1993 by Byelaw No. 29 of 1993, 262
Amended 5
October 1994 by Byelaw No. 9 of 1994, 274
Amended 20
December 1994 by Byelaw No. 18 of 1994, 283, 326 157
12.
The Disciplinary Committees (Amendment)
Revoked 3
December 1997 by Byelaw No. 34 of 1997 158
2 December 13. MembersÕ Ombudsman
Amended 6
January 1993 by Byelaw No. 1 of 1993, 234
Amended 3
June 1992 by Byelaw No. 5 of 1992, 222
Amended 8
September 1993 by Byelaw No. 20 of 1993, 253
Amended 2
March 1994 by Byelaw No. 3 of 1994, 268
Amended 20
December 1994 by Byelaw No. 18 of 1994, 283, 326
Amended 17
April 1996 by Byelaw No. 13 of 1996, 320, 115
Amended 8
September 1999 by Byelaw No. 15 of 1999, 120
Amended 1
November 2000 by Byelaw No. 15 of 2000, 122
Amended 5
December 2001 by Byelaw No. 9 of 2001 159,
408
14.
Modified Arbitration Procedure
Revoked 7
October 1992 by Byelaw No. 15 of 1992, 232, 414 160
15.
Membership (Amendment No. 3)
Revoked 3
December 1997 by Byelaw No. 34 of 1997 161
16.
Council and Committee (Amendment) 162
1988 Item
number
11 May 1. Binding Authorities (Amendment) 163
2.
Council Members (Indemnification)
Amended 3
June 1992 by Byelaw No. 5 of 1992, 222
Amended 6
January 1993 by Byelaw No. 1 of 1993, 234
Revoked and
re-enacted with amendments 3 February 1993 by Byelaw No. 3 of 1993, 236, 513 164
3.
Membership (Amendment No. 4)
Revoked 3
December 1997 by Byelaw No. 34 of 1997 165
Reg. 1 of 1988 Ñ Binding Authorities
(Amendment) 806
Reg. 2 of 1988 Ñ Approval of
Correspondents (Amendment No. 2) 807
8 June 4. Underwriting Agents (Amendment) 166
6 July 5. LloydÕs Brokers
Amended 7
June 1989 by Byelaw No. 8 of 1989, 180
Amended 4
October 1989 by Byelaw No. 13 of 1989, 185
Amended 6
June 1990 by Byelaw No. 6 of 1990, 196
Amended 5
June 1991 by Byelaw No. 9 of 1991, 212
Amended 4
December 1991 by Byelaw No. 14 of 1991, 217
Amended 4
November 1992 by Byelaw No. 16 of 1992, 233
Amended 1
October 1993 by Byelaw No. 21 of 1993, 254, 417
Amended 7
December 1984 by Byelaw No. 15 of 1984, 280
Amended 10
January 1985 by Byelaw No. 2 of 1985, 285, 114
Amended 6
September 1995 by Byelaw No. 16 of 1995, 299
Amended 4
October 1995 by Byelaw No. 18 of 1995, 301
Amended 7
February 1996 by Byelaw No. 4 of 1996, 311
Amended 3
July 2000 by Byelaw No. 10 of 2000
Amended 22
June 2000 by Byelaw No. 11 of 2000, 527
Amended 21
August 2000 by Byelaw No. 12 of 2000, 528
Revoked 1
January 2001 by Byelaw No. 17 of 2000, 123 167,
106
6.
Umbrella Arrangements
Amended 6
June 1990 by Byelaw No. 7 of 1990, 197
Amended 1
October 1993 by Byelaw No. 21 of 1993, 254, 417
Amended 4
October 1995 by Byelaw No. 18 of 1995, 301
Amended 3
July 2000 by Byelaw No. 10 of 2000
Amended 22
June 2000 by Byelaw No. 11 of 2000, 527
Amended 21
August 2000 by Byelaw No. 12 of 2000, 528
Revoked 1
January 2001 by Byelaw No. 17 of 2000, 123 168,
107
Code of Practice for LloydÕs Brokers 1405
7 September 7. MembersÕ Agents
(Information)
Amended 1
March 1989 by Byelaw No. 4 of 1989, 176
Amended 8
September 1993 by Byelaw No. 20 of 1993, 253
Amended 20
December 1994 by Byelaw No. 18 of 1994, 283, 326
Amended 1
February 1995 by Byelaw No. 4 of 1995, 287
Amended 5
June 1996 by Byelaw No. 23 of 1996, 330, 522
Amended 3
July 1996 by Byelaw No. 24 of 1996, 331
Revoked in
part by Byelaw No. 23 of 1997, 373
Amended 5
November 1998 by Byelaw No. 19 of 1998
Revoked 4
August 1999 by Byelaw No. 13 of 1999 169,
309
Code of Practice: ÒKnow your PrincipalÓ
Guidelines for MembersÕ Agents at LloydÕs
Amended 7
October 1992 by Byelaw No. 12 of 1992, 229, 512 1406
7 December 8. Agency Agreements
Amended 7
March 1990 by Byelaw No. 2 of 1990, 192
Amended 9
January 1991 by Byelaw No. 1 of 1991, 204
Amended 29
April 1992 by Byelaw No. 4 of 1992, 221
Amended 7
October 1992 by Byelaw No. 12 of 1992, 229, 512
Amended 7
October 1992 by Byelaw No. 13 of 1992, 230
Amended 21
April 1993 by Byelaw No. 6 of 1993, 239
Amended 8
September 1993 by Byelaw No. 18 of 1993, 251
Amended 8
December 1993 by Byelaw No. 29 of 1993, 262
Amended 5
January 1994 by Byelaw No. 1 of 1994, 266
Amended 28
April 1994 by Byelaw No. 5 of 1994, 270
Amended 5
October 1994 by Byelaw No. 9 of 1994, 274
Amended 20
December 1994 by Byelaw No. 18 of 1994, 283, 326
Amended 10
January 1995 by Byelaw No. 1 of 1995, 284
Amended 5
April 1995 by Byelaw No. 6 of 1995, 289
Amended 5
July 1995 by Byelaw No. 13 of 1995, 296
Amended 4
October 1995 by Byelaw No. 18 of 1995, 301
Amended 17
January 1996 by Byelaw No. 1 of 1996, 308
Amended 25
April 1996 by Byelaw No. 14 of 1996, 321
Amended 5
June 1996 by Byelaw No. 21 of 1996, 328
Amended 22
January 1997 by Byelaw No. 1 of 1997, 351
Amended 10
April 1997 by Byelaw No. 10 of 1997, 360
Amended 14
May 1997 by Byelaw No. 18 of 1997, 368, 332
Amended 1
October 1997 by Byelaw No. 28 of 1997
Amended 7
January 1998 by Byelaw No. 1 of 1998
Amended 1
April 1998 by Byelaw No. 6 of 1998
Amended 27
January 1999 by Byelaw No. 1 of 1999
Amended 14
April 1999 by Byelaw No. 4 of 1999, 345
Amended 14
April 1999 by Byelaw No. 6 of 1999
Amended 4
August 1999 by Byelaw No. 13 of 1999
Amended 8
September 1999 by Byelaw No. 15 of 1999, 120
Amended 6
October 1999 by Byelaw No. 16 of 1999
Amended 2
February 2000 by Byelaw No. 1 of 2000
Amended 2
February 2000 by Byelaw No. 3 of 2000
Amended 5
April 2000 by Byelaw No. 6 of 2000
Amended 5
April 2000 by Byelaw No. 8 of 2000
Amended 22
June 2000 by Byelaw No. 11 of 2000, 527
Amended 4
April 2001 by Byelaw No. 3 of 2001
Amended 10
April 2002 by Byelaw No. 1 of 2002 170,
310
9.
Central Fund (Amendment No. 2) 171
10.
Council and Committee (Amendment No. 2) 172
1989 Item
number
11 January 1.
Insurance Ombudsman Bureau
Amended 8
September 1993 by Byelaw No. 20 of 1993, 253
Amended 8
December 1993 by Byelaw No. 29 of 1993, 262
Amended 5
November 1998 by Byelaw No. 19 of 1998
Amended 8
September 1999 by Byelaw No. 15 of 1999
Amended 3
July 2000 by Byelaw No. 10 of 2000 173,
411
1 February 2.
Syndicate Accounting (Amendment)
Revoked 3
December 1997 by Byelaw No. 34 of 1997 174
3.
MembersÕ Ombudsman (Amendment) 175
Code of Practice for Underwriting
Agents: Syndicate Expenses
Amended 7
October 1991
Amended 8
June 1994 1407
15 February Reg. 1 of 1989 Ñ
Approval of Correspondents (Amendment No. 3) 808
Reg. 2 of 1989 Ñ Binding Authorities
(Amendment No. 2) 809
1 March 4.
MembersÕ Agents (Information) (Amendment) 176
Binding Authorities Registration Scheme
Superseded
4 October 1990 by the Binding Authorities 1408
Registration Scheme, 1410
Modified Arbitration Procedure Rules
Amended 3
June 1992 by Byelaws No. 5 of 1992, 222
Amended 6
January 1993 by Byelaw No. 1 of 1993, 234 1409
10 May 5. Multiple Syndicates
Amended 2
August 1989 by Byelaw No. 12 of 1989, 184
Amended 5
February 1991 by Byelaw No. 4 of 1991, 207
Amended 4
September 1991 by Byelaw No. 12 of 1991, 215
Amended 8
September 1993 by Byelaw No. 20 of 1993, 253
Amended 5
October 1994 by Byelaw No. 9 of 1994, 274
Amended 20
December 1994 by Byelaw No. 18 of 1994, 283, 326
Amended 14
June 1995 by Byelaw No. 11 of 1995, 294
Amended 4
October 1995 by Byelaw No. 18 of 1995, 301
Amended 5
February 1997 by Byelaw No. 5 of 1997, 355
Amended 5
November 1998 by Byelaw No. 19 of 1998
Amended 8
September 1999 by Byelaw No. 15 of 1999 177,
311
6.
LloydÕs Market Certificate
Amended 8
December 1993 by Byelaw No. 32 of 1993, 265
Revoked 22
December 1998 by Byelaw No. 23 of 1998, 343 178,
109
7 June 7. Syndicate Audit Arrangements (Amendment No.
2)
Revoked 1
April 1998 by Byelaw No. 7 of 1998 179
8.
LloydÕs Brokers (Amendment) 180
9.
Underwriting Agents (Amendment No. 3) 181
10.
Membership (Amendment No. 5)
Revoked 3
December 1997 by Byelaw No. 34 of 1997 182
5 July 11. Misconduct (Reporting)
Amended 3
June 1992 by Byelaw No. 5 of 1992, 222
Amended 6
January 1993 by Byelaw No. 1 of 1993, 234
Amended 3
July 2000 by Byelaw No. 10 of 2000
Amended 6
December 2000 by Byelaw No. 19 of 2000 183,
412
29 July Reg. 3 of 1989 Ñ Following Year Underwriting
Amended 7
March 1990 by Regulation No. 1 of 1990, 812
Amended 8
September 1993 by Regulation No. 5 of 1993, 825
Amended 10
April 1997 by Regulation No. 1 of 1997, 830
Amended 5
November 1998 by Byelaw No. 19 of 1998 810,
336
2 August
Reg. 4 of 1989 Ñ Financial Guarantee Insurance
Amended 12
November 1997 by Regulation No. 3 of 1997 811,
337
27 September 12. Multiple Syndicates (Amendment) 184
4 October 13.
LloydÕs Brokers (Amendment No. 2) 185
1 November 14. Underwriting Agents
(Amendment No. 4) 186
6 December 15. MembersÕ
Compensation Scheme
Amended 8
September 1993 by Byelaw No. 20 of 1993, 253
Amended 8
December 1993 by Byelaw No. 29 of 1993, 262
Amended 3
April 1996 by Byelaw No. 11 of 1996, 318
Amended 5
November 1998 by Byelaw No. 19 of 1998
Amended 5
December 2001 by Byelaw No. 9 of 2001 187,
413
16.
Membership (Amendment No. 6)
Revoked 3
December 1997 by Byelaw No. 34 of 1997 188
17.
Run-off Years of Account
Amended 1
April 1992 by Byelaw No. 3 of 1992, 220
Amended 27
April 1993 by Byelaw No. 7 of 1993, 240
Amended 8
September 1993 by Byelaw No. 20 of 1993, 253
Amended 5
October 1994 by Byelaw No. 9 of 1994, 274
Amended 20
December 1994 by Byelaw No. 18 of 1994, 283
Amended 4
October 1995 by Byelaw No. 18 of 1995, 301
Amended 7
October 1998 by Byelaw No. 16 of 1998
Amended 5
November 1998 by Byelaw No. 19 of 1998
Amended 8
September 1999 by Byelaw No. 15 of 1999, 120
Revoked 2
February 2000 by Byelaw No. 1 of 2000 189,
312
18.
Underwriting Agents (Amendment No. 5) 190
1990 1. Syndicate Accounting
(Amendment No. 2)
Revoked 3
December 1997 by Byelaw No. 34 of 1997 191
7 March 2.
Agency Agreements (Amendment) 192
3.
Syndicate Premium Income (Amendment No. 2) 193
Reg. 1 of 1990 Ñ Following Year
Underwriting (Amendment) 812
4 April 4. Underwriting Agents (Amendment No. 6) 194
6 June 5. Council & Committee (Amendment No. 3) 195
6.
LloydÕs Brokers (Amendment No. 3) 196
7.
Umbrella Arrangements (Amendment) 197
20 June
Reg. 2 of 1990 Ñ Personal Stop Loss Reinsurance
Amended 8
September 1993 by Regulation No. 5 of 1993, 825
Amended 20
December 1994 by Byelaw No. 18 of 1994, 283, 326
Amended 4
October 1995 by Byelaw No. 18 of 1995, 301
Amended 5
November 1998 by Byelaw No. 19 of 1998
Revoked 6
October 1999 by Byelaw No. 16 of 1999 813,
338
4 July 8. Insurance Intermediaries
Amended 7
August 1991 by Byelaw No. 11 of 1991, 214
Amended 3
February 1993 by Byelaw No. 2 of 1993, 235
Amended 5
November 1998 by Byelaw No. 19 of 1998
Amended 10
November 1999 by Byelaw No. 17 of 1999
Amended 3
July 2000 by Byelaw No. 10 of 2000
Amended 5
December 2001 by Byelaw No. 9 of 2001 198,
313
Reg. 3 of 1990 Ñ Insurance
Intermediaries
Amended 3
July 2000 by Byelaw No. 10 of 2000
Amended 22
June 2000 by Byelaw No. 11 of 2000, 527 814,
339
3 October 9.
Binding Authorities
Amended 5
February 1991 by Byelaw No. 4 of 1991, 207
Amended 7
August 1991 by Byelaw No. 11 of 1991, 214
Amended 3
February 1993 by Byelaw No. 2 of 1993, 235
Amended 14
June 1995 by Regulation No. 1 of 1995, 829
Amended 5
November 1998 by Byelaw No. 19 of 1998
Amended 22
June 2000 by Byelaw No. 11 of 2000, 527
Amended 1
January 2001 by Byelaw No. 17 of 2000, 123 199,
314
10.
Appeal Tribunal (Amendment No. 2) 200
Reg. 4 of 1990 Ñ Approval of
Correspondents
Amended 5
November 1998 by Byelaw No. 19 of 1998
Amended 22
June 2000 by Byelaw No. 11 of 2000, 527
Amended 1
January 2001 by Byelaw No. 17 of 2000, 123 815,
116
Reg. 5 of 1990 Ñ Binding Authorities 816, 340
Code of Practice: Operation of Binding
Authorities, prescribed under para. 6 of Byelaw No. 9 of 1990, 199 1411
Coverholder Appraisal Form 1412
Binding Authority Check List for
Completion by Leading Underwriters 1413
4 October
Binding Authorities Registration Scheme, prescribed under para. 7 of Reg. 5 of
1990, 816 1410
24 October Reg. 6 of
1990 Ñ LloydÕs 1991 Claim Scheme (Interim)
Amended 27
April 1993 by Reg. 4 of 1993, 824
Amended 8
September 1993 by Regulation No. 5 of 1993, 825
Revoked 13
April 1994 by Byelaw No. 4 of 1994, 269, 323
817
7 November 11. Syndicate
Accounting (Amendment No. 3)
Revoked 3
December 1997 by Byelaw No. 34 of 1997 201
Code of Practice for MemberÕs Agents:
ÒReporting to Names by MembersÕ AgentsÓ 1413a
4 December LloydÕs Brokers
Run-off Scheme, made under para. 5.1 of Byelaw No. 5 of 1988 1414
5 December 12. Powers of Charging
Amended 5
October 1994 by Byelaw No. 9 of 1994, 274
Amended 2
December 1998 by Byelaw No. 21 of 1998 202,
510
13.
Solvency and Reporting
Amended 5
August 1992 by Byelaw No. 10 of 1992, 227
Amended 8
September 1993 by Byelaw No. 20 of 1993, 253
Amended 7 December
1994 by Byelaw No. 14 of 1994, 279
Amended 20
December 1994 by Byelaw No. 18 of 1994, 283
Amended 7
February 1996 by Byelaw No. 6 of 1996, 313
Amended 5
June 1996 by Byelaw No. 23 of 1996, 330, 522
Amended 29
August 1996 by Byelaw No. 40 of 1996, 347
Amended 5
February 1997 by Byelaw No. 6 of 1997, 356
Amended 10
April 1997 by Byelaw No. 11 of 1997, 361
Amended 3
December 1997 by Byelaw No. 33 of 1997
Amended 5
November 1998 by Byelaw No. 19 of 1998
Amended 8
September 1999 by Byelaw No. 15 of 1999, 120
Amended 5
December 2001 by Byelaw No. 9 of 2001
Amended 15
May 2002 by Byelaw No. 2 of 2002 203, 204
1991 Item
number
9 January 1.
Agency Agreements (Amendment No. 2) 204
2.
Syndicate Accounting (Amendment No. 4)
Revoked 3
December 1997 by Byelaw No. 34 of 1997 205
5 February 3.
Membership (Amendment No. 7)
Revoked 3
December 1997 by Byelaw No. 34 of 1997 206
4.
Multiple Syndicates (Amendment No. 2) 207
5.
Syndicate Accounting (Amendment No. 5)
Revoked 3
December 1997 by Byelaw No. 34 of 1997 208
1 May 6. Syndicate Accounting (Amendment
No. 6)
Revoked 3
December 1997 by Byelaw No. 34 of 1997 209
5 June 7. Council and Committee (Amendment No. 4)
[Revoked 5
August 1992 by Byelaw No. 7 of 1992, 224] 210
8.
Loss Review
Amended 6
November 1991 by Byelaw No. 13 of 1991, 216
Amended 8
September 1993 by Byelaw No. 20 of 1993, 253
Amended 1
October 1993 by Byelaw No. 21 of 1993, 254
Amended 5
October 1994 by Byelaw No. 9 of 1994, 274
Amended 20
December 1994 by Byelaw No. 18 of 1994, 283
Amended 1
November 1995 by Byelaw No. 21 of 1995, 304
Amended 17
April 1996 by Byelaw No. 13 of 1996, 320, 115
Revoked 7
May 1997 by Byelaw No. 16 of 1997, 366 211
9.
LloydÕs Brokers (Amendment No. 4) 212
10.
Run-off Accounts (Intermediaries)
Amended 20
December 1994 by Byelaw No. 18 of 1994, 283, 326 213, 315
7 August 11.
Insurance Intermediaries (Amendment) 214
Reg. 1 of 1991 Ñ Insurance
Intermediaries (Amendment) 818
4 September 12. Syndicate Premium Income
(Amendment) 215
Reg. 2 of 1991 Ñ Personal Stop Loss
Reinsurance (Amendment) 819
6 November 13. Loss Review
(Amendment)
Revoked 3
December 1997 by Byelaw No. 34 of 1997 216
4 December 14. LloydÕs Brokers
(Amendment No. 5) 217
1992 Item
number
4 March 1.
Syndicate Accounting (Amendment No. 7)
Revoked 3
December 1997 by Byelaw No. 34 of 1997 218
2.
Membership (Overseas Deposits)
Amended 8
September 1993 by Byelaw No. 20 of 1993, 253
Amended 5
October 1994 by Byelaw No. 9 of 1994, 274
Amended 5
March 1997 by Byelaw No. 7 of 1997, 357
Amended 6
August 1997 by Byelaw No. 24 of 1997, 374
Amended 10
December 1998 by Byelaw No. 22 of 1998, 526 219,
205
1 April 3. Run-off Years of Account (Amendment) 220
29 April 4. Agency Agreements (Amendment No. 3) 221
3 June 5. Miscellaneous Administrative Provisions 222
Reg. 1 of 1992 Ñ Following Year
Underwriting (Amendment No. 2) 820
1 July 6. Annual Subscribers (Consortium
Underwriting) 223
5 August 7.
Council and Committee
Amended 6
January 1993 by Byelaw No. 1 of 1993, 234
Amended 8
September 1993 by Byelaw No. 14 of 1993, 247
Amended 8
December 1993 by Byelaw No. 27 of 1993, 260
Amended 3
August 1994 by Byelaw No. 8 of 1994, 273
Amended 7
December 1994 by Byelaw No. 17 of 1994, 282
Amended 26
March 1996 by Byelaw No. 9 of 1996, 316
Revoked 14
May 1996 by Byelaw No. 18 of 1996, 325, 521 224
8.
Quorums and Appointments of Committees and Sub-Committees
Amended 6
January 1993 by Byelaw No. 1 of 1993, 234 225,
511
9.
Administrative Suspension (Amendment) 226
10.
Solvency and Reporting (Amendment) 227
10
September 11. Syndicate Premium
Income (Amendment No. 4) 228
7 October 12.
High Level Stop Loss Fund
Amended 8
September 1993 by Byelaw No. 20 of 1993, 253
Amended 8
December 1993 by Byelaw No. 29 of 1993, 262
Amended 20
December 1994 by Byelaw No. 18 of 1994, 283, 326
Amended 5
June 1996 by Byelaw No. 23 of 1996, 330, 522
Amended 6
October 1999 by Byelaw No. 16 of 1999
Revoked 5
December 2001 by Byelaw No. 9 of 2001 229,
512
13.
Agency Agreements (Amendment No. 4) 230
14.
MembersÕ Agents (Australia)
Amended 8
September 1993 by Byelaw No. 20 of 1993, 253
Amended 4
August 1999 by Byelaw No. 12 of 1999
Amended 8
September 1999 by Byelaw No. 15 of 1999 231,
316
15.
The LloydÕs Arbitration Scheme (Members and Underwriting Agents Arbitration
Scheme)
Amended 3
April 1996 by Byelaw No. 10 of 1996, 317
Amended 17
April 1996 by Byelaw No. 13 of 1996, 320, 115
Amended 3
July by Byelaw No. 10 of 2000
Amended 1
November 2000 by Byelaw No. 15 of 2000, 122
Amended 5
December 2001 by Byelaw No. 9 of 2001 232,
414
4 November 16. LloydÕs Brokers
(Amendment No. 6) 233
1993 Item
number
6 January 1.
Miscellaneous Administrative Provisions (No. 2) Byelaw 234
Reg. 1 of 1993 Ñ Following Year
Underwriting (Amendment No. 3) 821
3 February 2.
Miscellaneous Administrative Provisions (No. 3) Byelaw 235
3.
Council Members and Others (Indemnification) Byelaw
Revoked 3
October 2001 by Byelaw No. 5 of 2001 236,
513
Reg. 2 of 1993 Ñ Miscellaneous
Administrative Provisions 822
1 March 4.
Multiple Syndicates (Amendment No. 3) Byelaw 237
3 March 5.
Appeal Tribunal (Amendment No. 3) Byelaw
Revoked 3
December 1997 by Byelaw No. 34 of 1997 238
Reg. 3 of 1993 Ñ Approval of
Correspondents (Amendment) 823
27 April 6. Agency Agreements (Amendment No. 5) 239
7.
Underwriting Agents (Amendment No. 7) 240
Reg. 4 of 1993 Ñ LloydÕs Claims Scheme
(Interim) (Amendment) Regulation 824
9 June 8. Annual Subscribers, Associates, Substitutes
and Others Byelaw (No. 8)
Amended 8
September 1993 by Byelaw No. 20 of 1993, 253
Amended 4
October 1995 by Byelaw No. 18 of 1995, 301
Revoked 1
November 2000 by Byelaw No. 15 of 2000, 122 241,
110
9.
Misconduct, Penalties and Sanctions Byelaw (No. 9)
Amended 8
September 1993 by Byelaw No. 20 of 1993, 253
Amended 17
April 1996 by Byelaw No. 13 of 1996, 320, 115
Revoked 4
December 1996 by Byelaw No. 45 of 1996, 350B 242
10.
Disciplinary Committees Byelaw (No. 10)
Amended 8
September 1993 by Byelaw No. 20 of 1993, 253
Amended 20
October 1993 by Byelaw No. 25 of 1993, 258
Amended 17
April 1996 by Byelaw No. 13 of 1996, 320, 115
Revoked 7
August 1996 for all proceedings commenced after that date by Byelaw No. 31 of
1996, 338, 419 243
11.
Council Stage of Disciplinary Proceedings Etc Byelaw (No. 11) 244
12.
Appeal Tribunal (Amendment No. 4) Byelaw (No. 12)
Revoked 3
December 1997 by Byelaw No. 34 of 1997 245
13.
Ordinary and Extraordinary General Meetings (Amendment No. 2) Byelaw (No. 13) 246
8 September 14. Council and Committee
(Amendment)
Amendment
to Byelaw No. 7 of 1992, 224
Revoked 3
December 1997 by Byelaw No. 34 of 1997 247
15.
Reinsurance to Close (Restriction)
Amended 20
December 1994 by Byelaw No. 18 of 1994, 283, 326 248, 317
16.
Membership, Central Fund and Subscriptions (Miscellaneous Provisions)
Amended 7
February 1996 by Byelaw No. 2 of 1996, 309
Amended 14
May 1996 by Byelaw No. 17 of 1996, 324
Amended 14
April 1998 by Byelaw No. 6 of 1998 249,
514
17.
Membership
Amendment
to Byelaw No. 9 of 1984, 131
Amended 20
September 1993 by Byelaw No. 24 of 1993, 257
Amended 8
December 1993 by Byelaw No. 29 of 1993, 262
Amended 7
December 1994 by Byelaw No. 15 of 1994, 280
Amended 20
December 1994 by Byelaw No. 18 of 1994, 283
Amended 5
July 1995 by Byelaw No. 12 of 1995, 295
Amended 6
September 1995 by Byelaw No. 17 of 1995, 300
Amended 4
October 1995 by Byelaw No. 18 of 1995, 301
Amended 6
December 1995 by Byelaw No. 23 of 1995, 306
Amended 17
April 1996 by Byelaw No. 13 of 1996, 320, 115
Amended 5
June 1996 by Byelaw No. 23 of 1996, 330, 522
Amended 2
October 1996 by Byelaw No. 42 of 1996, 349
Amended 4
June 1997 by Byelaw No. 21 of 1997, 371
Amended 1
July 1998 by Byelaw No. 11 of 1998
Amended 2
September 1998 by Byelaw No. 15 of 1998
Amended 5
November 1998 by Byelaw No. 19 of 1998
Amended 10
December 1998 by Byelaw No. 22 of 1998, 526
Amended 14
April 1999 by Byelaw No. 6 of 1999
Amended 12
May 1999 by Byelaw No. 7 of 1999
Amended 8
September 1999 by Byelaw No. 15 of 1999, 120
Amended 1
December 1999 by Byelaw No. 18 of 1999
Amended 3
July 2000 by Byelaw No. 10 of 2000
Amended 22
June 2000 by Byelaw No. 11 of 2000, 527
Amended 21
August 2000 by Byelaw No. 12 of 2000, 528
Amended 1
November 2000 by Byelaw No. 15 of 2000, 122
Amended 1
January 2001 by Byelaw No. 17 of 2000, 123
Amended 5
December 2001 by Byelaw No. 9 of 2001 250,
111
18.
Agency Agreements (Amendment No. 6)
Amendment
to Byelaw No. 8 of 1988, 170, 310 251
19.
LloydÕs Advisers
Amended 7
December 1994 by Byelaw No. 15 of 1994, 280
Amended 4
October 1995 by Byelaw No. 18 of 1995, 301
Revoked 8
September 1999 by Byelaw No. 15 of 1999 252,
112
20.
Corporate Members (Consequential Amendments)
Amendment
to Byelaw No. 1 of 1983, 101, 500
Amendment
to Byelaw No. 3 of 1983, 103
Amendment
to Byelaw No. 7 of 1983, 107
Amendment
to Byelaw No. 10 of 1983, 110
Amendment
to Byelaw No. 15 of 1983, 115, 503
Amendment
to Byelaw No. 18 of 1983, 118, 402
Amendment
to Byelaw No. 19 of 1983, 119, 403
Amendment
to Byelaw No. 20 of 1983, 120, 300
Amendment
to Byelaw No. 21 of 1983, 121
Amendment
to Byelaw No. 6 of 1984, 128, 201
Amendment
to Byelaw No. 4 of 1986, 144, 506
Amendment
to Byelaw No. 5 of 1986, 145, 406
Amendment
to Byelaw No. 7 of 1987, 153, 407
Amendment
to Byelaw No. 9 of 1987, 155, 105
Amendment
to Byelaw No. 11 of 1987, 157
Amendment
to Byelaw No. 13 of 1987, 159, 408
Amendment
to Byelaw No. 7 of 1988, 169, 309
Amendment
to Byelaw No. 1 of 1989, 173, 411
Amendment
to Byelaw No. 5 of 1989, 177, 311
Amendment
to Byelaw No. 15 of 1989, 187, 413
Amendment
to Byelaw No. 17 of 1989, 189, 312
Amendment
to Byelaw No. 13 of 1990, 203
Amendment
to Byelaw No. 8 of 1991, 211
Amendment
to Byelaw No. 2 of 1992, 219, 205
Amendment
to Byelaw No. 12 of 1992, 229, 512
Amendment
to Byelaw No. 14 of 1992, 231
Amendment
to Byelaw No. 8 of 1993, 240
Amendment
to Byelaw No. 9 of 1993, 241, 110
Amendment
to Byelaw No. 10 of 1993, 242
Amended 8
December 1993 by Byelaw No. 29 of 1993, 262
Amended 7
May 1997 by Byelaw No. 16 of 1997, 366 253
21.
Information and Confidentiality
Amended 17
April 1996 by Byelaw No. 13 of 1996, 320, 115
Amended 7
May 1997 by Byelaw No. 16 of 1997, 366
Amended 8
September 1999 by Byelaw No. 15 of 1999, 120
Amended 3
July 2000 by Byelaw No. 10 of 2000
Amended 1
November 2000 by Byelaw No. 15 of 2000, 122
Amended 5
December 2001 by Byelaw No. 9 of 2001 254,
417
22.
Syndicate Premium Income (Amendment No. 5)
Amendment
to Byelaw No. 6 of 1984, 128, 201 255
23.
Pool Reinsurance Company Limited (Intermediaries) 256, 321
Reg. 5 of 1993ÑCorporate Members
(Consequential Amendments) Regulation
Amendment
to Reg. 1 of 1984, 801, 335
Amendment
to Reg. 3 of 1989, 810, 336
Amendment
to Reg. 2 of 1990, 813, 338
Amendment
to Reg. 6 of 1990, 817
Amended 8
December by Reg. 6 of 1993, 826 825
20
September 24. Membership (Amendment)
Amendment
to Reg. 17 of 1993, 250, 319 257
20 October 25.
Disciplinary Committees (Amendment)
Amendment
to Byelaw No. 10 of 1993
Revoked 3
December 1997 by Byelaw No. 34 of 1997 258
8 November Code of Practice:
ÒKnow Your PrincipalÓ
Guidelines
for MembersÕ Agents at LloydÕs (Amendment)
Amendment
to ÒKnow Your PrincipalÓ Code of Practice, 1406 1415
8 December 26. Ordinary and
Extraordinary General Meetings (Amendment No. 3) Byelaw
Amendment
to Byelaw No. 10 of 1993, 110
Revoked 3
December 1997 by Byelaw No. 34 of 1997 259
27.
Council and Committee (Amendment No. 2) Byelaw
Amendment
to Byelaw No. 7 of 1992, 224
Revoked 3
December 1997 by Byelaw No. 34 of 1997 260
28.
Members of the Council (Remuneration) Byelaw
Revocation
of Byelaw No. 6 of 1986, 146
Revoked 3
October 2001 by Byelaw No. 5 of 2001 261,
517
29.
Corporate Members (Miscellaneous Amendments) Byelaw
Amendment
to Byelaw No. 1 of 1983, 101, 500
Amendment
to Byelaw No. 11 of 1987, 157
Amendment
to Byelaw No. 8 of 1988, 170, 310
Amendment
to Byelaw No. 1 of 1989, 173, 411
Amendment
to Byelaw No. 15 of 1989, 187, 413
Amendment
to Byelaw No. 12 of 1992, 229, 512
Amendment
to Byelaw No. 17 of 1993, 250, 111
Amendment
to Byelaw No. 20 of 1993, 253 262
30.
MembersÕ Agent Pooling Arrangements Byelaw
Amended 5
April 1995 by Byelaw No. 7 of 1995, 290
Amended 5
August 1998 by Byelaw No. 14 of 1998
Amended 5
November 1998 by Byelaw No. 19 of 1998
Amended 4
August 1999 by Byelaw No. 13 of 1999
Revoked 6
October 1999 by Byelaw No. 16 of 1999 263,
322
31.
Underwriting AgentsÕ Qualifications Byelaw
Amended 4
December 1996 by Byelaw No. 44 of 1996, 350A
Revoked 22
December 1998 by Byelaw No. 23 of 1998, 343 264,
113
32.
Underwriting AgentsÕ Qualifications (Miscellaneous Amendments) Byelaw 265
1994 Item
number
5 January 1.
Agency Agreements (Amendment No. 7) Byelaw 266
2.
LloydÕs Settlement Offer (Intermediaries) Byelaw
Revoked 3 December
1997 by Byelaw No. 34 of 1997 267
Reg. 6 of 1993ÑCorporate Members
(Miscellaneous Amendments) Regulation 826
Reg. 7 of 1993ÑSyndicate Premium Income
(Monitoring) (Amendment No. 3) Regulation 827
2 March 3.
MembersÕ Ombudsman (Amendment No. 2) Byelaw
Amendment
to Byelaw No. 13 of 1987, 159, 408 268
13 April 4. LloydÕs 1994 Claims Scheme Byelaw
Amended 7
December 1994 by Byelaw No. 16 of 1994, 281
Amended 29
August 1996 by Byelaw No. 37 of 1996, 344
Amended 5
November 1998 by Byelaw No. 19 of 1998
Amended 12
May 1999 by Byelaw No. 7 of 1999
Amended 22
June 2000 by Byelaw No. 11 of 2000, 527
Amended 1
January 2001 by Byelaw No. 17 of 2000, 123 269,
323
28 April 5. Agency Agreements (Amendment No. 8) Byelaw
Amendment
to Byelaw No. 8 of 1988 270
11 May 6. Ordinary and Extraordinary General Meetings
(Amendment No. 4) Byelaw
Amendment
to Byelaw No. 10 of 1993, 110
Revoked 3
December 1997 by Byelaw No. 34 of 1997 271
7.
Syndicate Pre-emption (1994) Byelaw
Revoked 3
December 1997 by Byelaw No. 34 of 1997 272
8 June Code of Practice for Underwriting Agents:
Syndicate Expenses (Amendment) 1416
3 August 8.
Council and Committee (Amendment No. 3) Byelaw
Amendment
to Byelaw No. 7 of 1992, 224
Revoked 3
December 1997 by Byelaw No. 34 of 1997 273
5 October 9.
Transitional and Conversion Arrangements (Corporate Member) Byelaw
Amendment
to Byelaw No. 9 of 1987, 155, 105
Amended 9
November 1994 by Byelaw No. 10 of 1994, 275
Amended 20
December 1994 by Byelaw No. 18 of 1994, 283, 326
Replaced 5
June 1996 by Byelaw No. 329 of 1996, 329, 329
Amended 7
May 1997 by Byelaw No. 16 of 1997, 366
Revoked 3
December 1997 by Byelaw No. 34 of 1997 274
Reg. 1 of 1994ÑTransitional and
Conversion Arrangements (Corporate Member) Regulation 828, 341
9 November 10. Transitional and
Conversion Arrangements (Corporate Member) (Amendment) Byelaw
Amendment
to Byelaw No. 9 of 1994, 274 275
7 December 11. Syndicate Meetings
Byelaw
Amended 20
December 1994 by Byelaw No. 18 of 1994, 283, 326
Amended 3
May 1995 by Byelaw No. 10 of 1995, 293
Amended 14
May 1997 by Byelaw No. 18 of 1997, 368, 332
Amended 5
November 1998 by Byelaw No. 19 of 1998
Amended 7
December 2000 by Byelaw No. 18 of 2000 276,
324
12.
Notice of Proposed Arrangements Byelaw
Amended 20 December
1994 by Byelaw No. 18 of 1994, 283, 326
Revoked 4
August 1999 by Byelaw No. 13 of 1999 277,
325
13.
Underwriting Agents (Amendment No. 8) Byelaw 278
14.
Solvency and Reporting (Amendment No. 2) Byelaw 279
15.
CompaniesÕ Accounts (Miscellaneous Amendments) Byelaw 280
16.
LloydÕs 1994 Claims Scheme (Amendment) Byelaw 281
17.
Council and Committee (Amendment No. 4) Byelaw
Revoked 3
December 1997 by Byelaw No. 34 of 1997 282
20 December 18. Syndicate Accounting Byelaw
Amended 1
March 1995 by Byelaw No. 5 of 1995, 288
Amended 3
May 1995 by Byelaw No. 10 of 1995, 293
Amended 20
May 1996 by Byelaw No. 20 of 1996, 327
Amended 5
June 1996 by Byelaw No. 23 of 1996, 330, 522
Amended 5
March 1997 by Byelaw No. 8 of 1997, 358
Amended 20
March 1997 by Byelaw No. 9 of 1997, 359
Amended 7
May 1997 by Byelaw No. 16 of 1997, 366
Amended 12
November 1997 by Byelaw No. 31 of 1997
Amended 4
February 1998 by Byelaw No. 2 of 1998
Amended 7
October 1998 by Byelaw No. 17 of 1998
Amended 3
February 1999 by Byelaw No. 2 of 1999
Amended 6
December 2001 by Byelaw No. 6 of 2001
283,
326
1995 Item
number
10 January 1. Agency
Agreements (Amendment No. 9) Byelaw 284
2.
Run-Off Companies Byelaw
Amended 4
October 1995 by Byelaw No. 18 of 1995, 301
Amended 7
May 1997 by Byelaw No. 16 of 1997, 366
Amended 10
December 1998 by Byelaw No. 22 of 1998, 526
Amended 8
September 1999 by Byelaw No. 15 of 1999, 120
Amended 2
February 2000 by Byelaw No. 2 of 2000
Amended 22
June 2000 by Byelaw No. 11 of 2000, 527
Amended 21
August 2000 by Byelaw No. 12 of 2000, 528 285,
114
3.
Underwriting Agents (Amendment No. 9) Byelaw 286
1 February 4. MembersÕ
Agents (Information) (Amendment No. 2) Byelaw 287
1 March 5.
Syndicate Accounting (Amendment) Byelaw 288
5 April 6. Agency Agreements (Amendment No. 10)
Byelaw 289
7.
MembersÕ Agent Pooling Arrangement (Amendment) Byelaw 290
8.
Underwriting Agents (Amendment No. 10) Byelaw 291
3 May 9. Syndicate Pre-emption (1995)
Byelaw
Amended 5
July 1995 by Byelaw No. 13 of 1995, 296
Revoked 3
December 1997 by Byelaw No. 34 of 1997 292
10.
Syndicate Auditors (Miscellaneous Amendments) Byelaw 293
14 June 11.
Multiple Syndicates (Amendment No. 4) Byelaw 294
5 July 12. Membership (Amendment No. 2)
Byelaw 295
13.
Syndicate Capacity Allocation (1995) Byelaw 296
14.
Ordinary and Extraordinary General Meetings (Amendment No. 5) Byelaw
Revoked 3
December 1997 by Byelaw No. 34 of 1997 297
Reg. 1 of 1995ÑBinding Authorities
(Amendment) Regulation 829
6 September 15. Underwriting Agents
(Amendment No. 11) Byelaw 298
16.
LloydÕs Brokers (Amendment No. 7) Byelaw 299
17.
Membership (Amendment No. 3) Byelaw 300
4 October 18.
Appeal Tribunal Byelaw
Amended 17
April 1996 by Byelaw No. 13 of 1996, 320, 115 301
19.
Price Sensitive Information Byelaw
Amended 8
September 1999 by Byelaw No. 15 of 1999, 120
Revoked 6
October 1999 by Byelaw No. 16 of 1999 302,
328
1 November 20. LloydÕs
Introductory Test (Amendment) Byelaw
Amended 7
May 1997 by Byelaw No. 17 of 1997, 367 303
21.
Loss Review (Amendment No. 2) Byelaw
Revoked 3
December 1997 by Byelaw No. 34 of 1997 304
6 December 22. Reconstruction and
Renewal Byelaw
Amended 9
July 1996 by Byelaw No. 26 of 1996
Amended 17
July 1996 by Byelaw No. 28 of 1996
Amended 8 September
1999 by Byelaw No. 15 of 1999, 120
Amended 2
February 2000 by Byelaw No. 1 of 2000
305,
519
23.
Membership (Amendment No. 4) Byelaw 306
24.
Substitute Agents (Amendment No. 2) Byelaw 307
18 December General Cover Conditions
(Amendment) 1417
1996 Item
number
17 January 1. Agency
Agreements (Amendment No. 11) Byelaw 308
7 February 2.
Membership Central Fund and Subscriptions (Miscellaneous Provisions)
(Amendment) Byelaw 309
3.
Ordinary and Extraordinary General Meetings (Amendment No. 6) Byelaw
Revoked 3
December 1997 by Byelaw No. 34 of 1997 310
4.
LloydÕs Brokers (Amendment No. 8) Byelaw 311
5.
Underwriting Agents (Amendment No. 12) Byelaw 312
6.
Solvency and Reporting (Amendment No. 3) Byelaw 313
6 March 7.
Ordinary and Extraordinary General Meetings (Amendment No. 7) Byelaw
Revoked 3
December 1997 by Byelaw No. 34 of 1997 314
8.
Syndicate Capacity Allocation (1996) Byelaw
Amended 1
May 1996 by Byelaw No. 15 of 1996, 322
Revoked 3
December 1997 by Byelaw No. 34 of 1997 315
26 March 9.
Council and Committee (Amendment No. 5) Byelaw
Revoked 3
December 1997 by Byelaw No. 34 of 1997 316
3 April 10. LloydÕs Arbitration Scheme (Members
and Underwriting Agents Arbitration Scheme) (Amendment) Byelaw 317
11.
MembersÕ Compensation Scheme (Amendment No. 3) Byelaw 318
17 April 12. Review Powers (Amendment No. 4) Byelaw 319
13.
Individual Registration Byelaw
Amended 7
May 1997 by Byelaw No. 16 of 1997, 366
Revoked and
replaced 4 February 1998 by Byelaw No. 3 of 1998 320
25 April 14. Agency Agreements (Amendment No. 12) Byelaw 321
1 May 15. Syndicate Capacity Allocation
(1996) (Amendment) Byelaw
Revoked 3
December 1997 by Byelaw No. 34 of 1997 322
16.
Syndicate Pre-emption (1996) Byelaw
Revoked 3
December 1997 by Byelaw No. 34 of 1997 323
14 May 17. Annual and Extraordinary General Meetings
Byelaw
Amended 29
August 1996 by Byelaw No. 39 of 1996, 346
Amended 2
September 1998 by Byelaw No. 15 of 1998 324,
520
18.
Council and Committee Byelaw
Amended 29
August 1996 by Byelaw No. 38 of 1996, 345
Amended 6
November 1996 by Byelaw No. 43 of 1996, 350
Amended 5
February 1997 by Byelaw No. 4 of 1997, 354
Amended 12
August 1997 by Byelaw No. 27 of 1997, 377
Amended 2
September 1998 by Byelaw No. 15 of 1998
Amended 7 October
1998 by Byelaw No. 18 of 1998
Amended 1
November 2000 by Byelaw No. 15 of 2000, 122
Amended 3
October 2001 by Byelaw No. 5 of 2001 325,
521
19.
Miscellaneous Matters (Amendment No. 2) Byelaw 326
20 May 20. Syndicate Accounting (Amendment No. 2)
Byelaw 327
5 June 21. Agency Agreements (Amendment No. 13) Byelaw 328
22.
Conversion and Related Arrangements Byelaw
Amended 5
March 1997 by Byelaw No. 8 of 1997, 358
Amended 1
April 1998 by Byelaw No. 5 of 1998
Amended 1
July 1998 by Byelaw No. 12 of 1998
Amended 8
September 1999 by Byelaw No. 15 of 1999
Amended 5
April 2000 by Byelaw No. 6 of 2000 329,
329
23.
New Central Fund Byelaw
Amended 9
July 1996 by Byelaw No. 27 of 1996, 334
Amended 29
August by Byelaw No. 35 of 1996, 342
Amended 2 July
1997 by Byelaw No. 22 of 1997, 372
Amended 5
December 2001 by Byelaw No. 9 of 2001 330,
522
3 July 24. MAPA (1996) Reporting Byelaw
Revoked 2
July 1997 by Byelaw No. 23 of 1997, 373 331
25.
High Level Stop Loss Fund (Winding Up) Byelaw
Amended 17
July 1996 by Byelaw No. 29 of 1996, 336
Revoked 5
December 2001 by Byelaw No. 9 of 2001 332
9 July 26. Reconstruction and Renewal
(Amendment) Byelaw 333
27.
New Central Fund (Amendment) Byelaw 334
17 July 28. Reconstruction and Renewal (Amendment No.
2) Byelaw 335
29.
High Level Stop Loss Fund (Winding Up) (Amendment) Byelaw 336
7 August 30.
Misconduct and Penalties Byelaw
Amended 4
December 1996 by Byelaw No. 45 of 1996, 350B
Amended 2
July 1997 by Byelaw No. 23 of 1997, 373
Amended 6
May 1998 by Byelaw No. 10 of 1998
Amended 7
July 1999 by Byelaw No. 11 of 1999
Amended 4
August 1999 by Byelaw No. 13 of 1999
Amended 8
September 1999 by Byelaw No. 15 of 1999, 120
Amended 2
February 2000 by Byelaw No. 1 of 2000
Amended 3
July 2000 by Byelaw No. 10 of 2000
Amended 7
September 2000 by Byelaw No. 13 of 2000
Amended 1
November 2000 by Byelaw No. 15 of 2000, 122
Amended 6
December 2000 by Byelaw No. 20 of 2000 337,
418
31.
Disciplinary Committees Byelaw
Amended 4
December 1996 by Byelaw No. 46 of 1996, 350C
Amended 6
May 1998 by Byelaw No. 10 of 1998
Amended 7
July 1999 by Byelaw No. 11 of 1999
Amended 4
August 1999 by Byelaw No. 13 of 1999
Amended 6
December 2000 by Byelaw No. 19 of 2000 338
32.
Appeal Tribunal Byelaw
Amended 4
December 1996 by Byelaw No. 47 of 1996, 350D
Amended 14
May 1997 by Byelaw No. 18 of 1997, 368
Amended 2
December 1998 by Byelaw No. 20 of 1998, 525
Amended 8
September 1999 by Byelaw No. 15 of 1999, 120
Amended 6
October 1999 by Byelaw No. 16 of 1999
Amended 2
February 2000 by Byelaw No. 1 of 2000
Amended 5
April 2000 by Byelaw No. 6 of 2000
Amended 3
July 2000 by Byelaw No. 10 of 2000
Amended 1
November 2000 by Byelaw No. 15 of 2000, 122
Amended 1
January 2001 by Byelaw No. 17 of 2000, 123
Amended 6 December
2000 by Byelaw No. 23 of 2000, 422
Amended 6
December 2000 by Byelaw No. 24 of 2000, 423 339,
420
33.
Council Stage of Disciplinary Proceedings Byelaw
Amended 4
December 1996 by Byelaw No. 48 of 1996, 350E 340
34.
Core Principles Byelaw
Amended 4
September 1996 by Byelaw No. 41 of 1996, 348
Amended 10
April 1997 by Byelaw No. 12 of 1997, 362
Amended 4
August 1999 by Byelaw No. 13 of 1999 341,
330
29 August 35.
New Central Fund (Amendment No. 2) Byelaw 342
36.
Underwriting Agents (Amendment No. 13) Byelaw 343
37.
LloydÕs 1994 Claims Scheme (Amendment No. 2) Byelaw 344
38.
Council and Committee (Amendment No. 1) Byelaw 345
39.
Annual and Extraordinary General Meetings (Amendment No. 1) Byelaw 346
40.
Solvency and Reporting (Amendment No. 5) Byelaw 347
4 September 41. Core Principles
(Amendment) Byelaw 348
2 October 42.
Membership (Amendment No. 5) Byelaw 349
6 November 43. Council and
Committee (Amendment No. 2) Byelaw 350
4 December 44. Underwriting
AgentsÕ Qualifications (Amendment) Byelaw 350A
45.
Misconduct and Penalties (Amendment) Byelaw 350B
46.
Disciplinary Committees (Amendment) Byelaw 350C
47.
Appeal Tribunal (Amendment) Byelaw 350D
48.
Council Stage of Disciplinary Proceedings (Amendment) Byelaw 350E
1997 Item
number
22 January 1. Agency
Agreements (Amendment No. 14) Byelaw 351
5 February 2. LloydÕs
Japan Inc. Byelaw
Amended 10
April 1997 by Byelaw No. 13 of 1997, 363
352,
524
3.
Register of Members (Amendment) Byelaw 353
4.
Council and Committee (Amendment No. 3) Byelaw 354
5.
Multiple Syndicates (Amendment No. 5) Byelaw 355
6.
Solvency and Reporting (Amendment No. 5) Byelaw 356
5 March 7.
Membership (Overseas Deposits) (Amendment) Byelaw 357
8.
Syndicate Accounting (Amendment No. 3) Byelaw 358
20 March 9.
Syndicate Accounting (Amendment No. 4) Byelaw 359
10 April 10. Agency Agreements (Amendment No. 15) Byelaw 360
11.
Solvency and Reporting (Amendment No. 7) Byelaw 361
12.
Core Principles (Amendment) Byelaw 362
13.
LloydÕs Japan Inc. (Amendment) Byelaw 363
14.
Auction Byelaw
Amended 5
April 2000 by Byelaw No. 6 of 2000 364,
331
Reg. 1 of 1997ÑFollowing Year
Underwriting (Amendment) Regulation 830
7 May 15. Syndicate Pre-emption Byelaw 365
16.
Loss Review (Revocation) Byelaw 366
17.
Price Sensitive Information (Amendment) Byelaw 367
14 May 18. Major Syndicate Transactions Byelaw
Amended 1
April 1998 by Byelaw No. 4 of 1998
Amended 1
July 1998 by Byelaw No. 12 of 1998
Amended 5
August 1998 by Byelaw No. 13 of 1998
Amended 14
April 1999 by Byelaw No. 5 of 1999, 346
Amended 8
September 1999 by Byelaw No. 15 of 1999, 120
Amended 5
April 2000 by Byelaw No. 6 of 2000 368,
332
23 May 19. Syndicate Pre-emption Byelaw
Amended 6
August 1997 by Byelaw No. 26 of 1997, 376
Amended 6
May 1998 by Byelaw No. 9 of 1998
Amended 2
February 2000 by Byelaw No. 1 of 2000
Amended 1
March 2000 by Byelaw No. 4 of 2000
Amended 5
April 2000 by Byelaw No. 6 of 2000 369,
333
4 June 20. Underwriting Agents (Amendment No. 14)
Byelaw 370
21.
Membership (Amendment No. 6) Byelaw 371
Reg. 2 of 1997ÑSyndicate Premium Income
(Monitoring) (Amendment No. 4) Regulation 831
2 July 22. New Central Fund (Amendment No.
3) Byelaw 372
23.
MAPA Reporting Byelaw
Amended 3
December 1997 by Byelaw No. 32 of 1997
Revoked 6
October 1999 by Byelaw No. 16 of 1999 373,
334
6 August 24.
Membership (Overseas Deposits) (Amendment) Byelaw 374
25.
Membership (Entrance Fees and Annual Subscriptions) (Amendment) Byelaw 375
26.
Syndicate Pre-emption (Amendment) Byelaw 376
12 August 27.
Council and Committee (Amendment No. 4) Byelaw 377
1 October 28.
Agency Agreements (Amendment No. 16) Byelaw
29.
Administrative Suspension (Amendment No. 2) Byelaw
12 November 30. Major Syndicate Transactions
(Amendment) Byelaw
31.
Syndicate Accounting (Amendment No. 5) Byelaw
Reg. 3 of 1997ÑFinancial Guarantee
Insurance (Amendment)
3 December 32. New Central Fund
(Amendment No. 4) Byelaw
33.
Solvency and Reporting (Amendment No. 8) Byelaw
34.
Miscellaneous Revocations Byelaw
1998 Item
number
7 January 1.
Agency Agreements (Amendment No. 17) Byelaw
4 February 2.
Syndicate Accounting (Amendment No. 6) Byelaw
3.
Individual Registration Byelaw
Amended 10
December 1998 by Byelaw No. 22 of 1998, 526
Amended 8
September 1999 by Byelaw No. 15 of 1999
Amended 3
July 2000 by Byelaw No. 10 of 2000
Amended 5
December 2001 by Byelaw No. 9 of 2001 115
1 April 4. Major Syndicate Transactions
(Amendment No. 2) Byelaw
5.
Conversion and Related Arrangements (Amendment) Byelaw
6.
Agency Agreements (Amendment No. 18) Byelaw
7.
Audit Arrangements Byelaw
Amended 5
November 1998 by Byelaw No. 19 of 1998
Amended 3
July 2000 by Byelaw No. 10 of 2000
Amended 1
January 2001 by Byelaw No. 16 of 2000 117
6 May 8. Bilateral Arrangements (1998)
Byelaw 342
9.
Syndicate Pre-emption (Amendment No. 2) Byelaw
10.
Miscellaneous Disciplinary Provisions Byelaw
1 July 11. Membership (Amendment No. 7)
Byelaw
12.
Conversion and Related Arrangements (Amendment No. 2) Byelaw
5 August 13.
Major Syndicate Transactions (Amendment No. 3) Byelaw
14.
Underwriting Agents (Amendment No. 15) Byelaw
2 September 15. Membership, Council and
Committee and Annual and Extraordinary General Meetings (Amendment) Byelaw
7 October 16.
Run-Off Years of Account (Amendment No. 2) Byelaw
17.
Syndicate Accounting (Amendment No. 7) Byelaw
18.
Council and Committee (Amendment No. 6) Byelaw
5 November 19. Captive Corporate
Members Byelaw
2 December 20. Central Accounting
Byelaw
Amended 22
June 2000 by Byelaw No. 11 of 2000, 527 525
21.
Powers of Charging (Amendment) Byelaw
10 December 22. Premiums Trust Fund and
Regulating Trustee Byelaw 526
22 December 23. Training and Development Byelaw
Amended 8
September 1999 by Byelaw No. 15 of 1999, 120 118,
343
1999 Item
number
27 January 1. Agency
Agreements (Amendment No. 19) Byelaw
3 February 2.
Syndicate Accounting (Amendment No. 8) Byelaw
3 March 3.
Waiver Byelaw 344
14 April 4. Bilateral Arrangements Byelaw
Amended 5
April 2000 by Byelaw No. 6 of 2000 345
5.
Mandatory Offer Bureau
Amended 7
July 1999 by Byelaw No. 10 of 1999
Amended 5
April 2000 by Byelaw No. 6 of 2000
Amended 5
April 2000 by Byelaw No. 7 of 2000 346
6.
Agency Agreements (Amendment No. 20) Byelaw
12 May 7. LloydÕs 1994 Claims Scheme (Amendment)
Byelaw
8.
Membership (Amendment) Byelaw
9 June 9. Proportional Reinsurance Syndicates Byelaw 347
7 July 10. Mandatory Offer (Amendment)
Byelaw
11.
Miscellaneous Disciplinary Penalties (No. 2) Byelaw
4 August 12.
MembersÕ Agents (Australia) (Amendment) Byelaw
13.
Revocation of Certain Byelaws Byelaw
8 September 14. Related Parties
(Amendment) Byelaw
15.
Underwriting Agents (Amendment No. 16) Byelaw 120
6 October 16.
Revocation Byelaw
9 November 17. LloydÕs Asia Byelaw 348
1 December 18. Membership
(Amendment No. 9) Byelaw
2000 Item
number
2 February 1. Run-Off
Years of Account (Revocation) Byelaw
2.
Run-Off Companies (Amendment) Byelaw
3.
Agency Agreements (Amendment No. 21) Byelaw
1 March 4.
Syndicate Pre-emption (Amendment No. 3) Byelaw
5 April 5. Miscellaneous Matters (Amendment No.
3) Byelaw
6.
Assignment of Syndicate Participations (Second Nomination) Byelaw 349
7.
Mandatory Offer (Amendment No. 2) Byelaw
8.
Agency Agreements (Amendment No. 22) Byelaw
10 May 9. Related Parties (Amendment No. 2) Byelaw
7 June 10. Intermediary Amendment Byelaw
22 June 11.
LloydÕs Policy Signing Office Byelaw
Amendment
to Byelaw No. 1 of 1983, 500
Amendment
to Byelaw No. 4 of 1984, 101
Amendment
to Byelaw No. 6 of 1984, 201
Amendment
to Byelaw No. 6 of 1985, 305
Amendment
to Byelaw No. 5 of 1988, 106
Amendment
to Byelaw No. 6 of 1988, 107
Amendment
to Byelaw No. 8 of 1988, 310
Amendment
to Byelaw No. 9 of 1990, 314
Amendment
to Byelaw No. 17 of 1993, 111
Amendment
to Byelaw No. 4 of 1994, 323
Amendment
to Byelaw No. 2 of 1995, 114
Amendment
to Byelaw No. 20 of 1998, 525
Amendment
to Regulation No. 3 of 1990, 339
Amendment
to Regulation No. 4 of 1990, 116 527
21 August 12.
LloydÕs Claims Byelaw
Amendment
to Byelaw No. 4 of 1984, 101
Amendment
to Byelaw No. 5 of 1988, 106
Amendment
to Byelaw No. 6 of 1988, 107
Amendment
to Byelaw No. 17 of 1993, 111
Amendment
to Byelaw No. 2 of 1995, 114 528
6 September 13. Misconduct and Penalties
(Amendment No. 3) Byelaw
Amendment
to Byelaw No. 30 of 1996, 417
4 October 14.
Council and Committee (Amendment No. 7) Byelaw
15.
Annual Subscribers Byelaw
Amendment
to Byelaw No. 3 of 1983, 400
Amendment
to Byelaw No. 19 of 1983, 300
Amendment
to Byelaw No. 4 of 1984, 101
Amendment
to Byelaw No. 7 of 1987, 407
Amendment
to Byelaw No. 9 of 1987, 105
Amendment
to Byelaw No. 13 of 1987, 408
Amendment
to Byelaw No. 15 of 1992, 414
Amendment
to Byelaw No. 17 of 1993, 111
Amendment
to Byelaw No. 21 of 1993, 417
Amendment
to Byelaw No. 18 of 1996, 521
Amendment
to Byelaw No. 30 of 1996, 418
Amendment
to Byelaw No. 32 of 1996, 420 122
1 November 16. Audit Arrangements
(Amendment) Byelaw
6 December 17. LloydÕs Brokers
Byelaw 123
18.
Syndicate Meetings (Amendment No. 1) Byelaw
19.
Disciplinary Committees (Amendment No. 2) Byelaw
20.
Miscellaneous Disciplinary Matters Byelaw
21.
Administrative Suspension (Amendment No. 3) Byelaw
22.
Appeal Tribunal (Amendment) Byelaw
Amendment
to Byelaw No. 32 of 1996, 420 421A
23.
Fit and Proper Person Determination Byelaw 422
24.
Restitution Orders Byelaw 423
2001 Item
number
7 February 1.
Administrative Suspension (Amendment No. 4) Byelaw
7 March 2.
Underwriting Agents (Amendment No. 17) Byelaw
4 April 3. Agency Agreements (Amendment No. 23)
Byelaw
4 July 4. Syndicate Accounting (Amendment
No. 9) Byelaw
3 October 5.
Council and Committee (Amendment No. 8) Byelaw
5 December 6. Syndicate Accounting
(Amendment No. 10) Byelaw
7.
Financial Services Authority Byelaw
8.
Glossary Byelaw
9.
Amendment Byelaw
5 November 10. Policyholder
Complaints Byelaw
Table of
E.C. Directives
[References
in bold type are to item numbers; those in roman type are to the paragraph,
schedule or other subdivision.]
78/660
Fourth Council Directive 111,
33; 112, 18, 25
Art. 11 111, 33; 112, 18, 25
Art. 27 111,
33; 112, 18, 25
Art. 44 111,
33; 112, 18, 25
Art. 45 111,
33; 112, 18, 25
Art. 51(2) 111,
36
83/349
Seventh Council Directive
Art. 6 111, 16; 112, 29
84/253
Eighth Council Directive 111,
35; 112, 24
Table of
Statutes
[References
in bold type are to item numbers; those in roman type are to the paragraph,
schedule or other subdivision. Item numbers in bold italic type indicate the
main reference.]
Arbitration
Act 1950 1, 20; 6,
7
Assurance
Companies Act 1909 4;
6, 7
Capital
Gains Tax Act 1979 310
Common Law
Procedure Act 1954 6,
7
Companies
Act 1862 101, 1; 309;
Sch. 1
Companies
Act 1929 101, 1; 309,
Sch. 1
Companies
Act 1948 7, Intro, 2,
13; 102, Sch. 1, 1
s.t34 7, 13
s.t36 7, 13
s.t154 7, 2
s.t161(1)(a)(b) 102, Sch. 1, 1
s.t448 7, 3
Companies
Act 1985 101, 1, 60, 61;
106, 39; 111, 36; 112, 25; 117, Sch. 1; 309, Sch. 1
s.t1(2) 101, 25, 42; 347, Sch. 2
s.t22 101, 25, 42; 347, Sch. 2
s.t199 106, 48
s.t203 106, 37
s.t208 106, 37
s.t209 106, 37
s.t221 101, 53B; 106, 29; 111, 32; 112, 17
s.t222 101, 53B; 106, 29; 111, 32; 112, 17
s.t226 111, 35; 112, 24, Sch.
s.t227 106, Sch.; 107, Sch. 1, 1
(1) 107,
20
s.t229 106, 44; 111, 16; 112, 29
s.t239 101, 60
Part VII 101, 60; 106, 31, 38, 44, Sch.; 107, Sch. 1, 1;
111, 16, 32, 33, 35; 112; 17, 18, 24, 29, Sch.
ss.t246Ð249 111, 16; 112, 18, 29,
33
s.t258 328, Sch. 2
s.t346 328, Sch. 2
s.t390(2) 106,
48
s.t391A(3) 111,
14; 112, 31
s.t392(1) 111,
14; 112, 31
s.t394(1) 111,
14; 112, 31
s.t736 111, Sch.; 112, Sch.; 306, Explan Note 2;
307, Sch.; 308, Sch. 1, 2; 309, Sch. 1, 1; 408, Sch. 1
(5) 101,
52
Companies
Act 1989
s.t26 117
s.t30 117, Sch. 1
Companies
Clauses Consolidation Act 1845 1,
30
Companies
(Consolidation) Act 1908 101,
1; 309, Sch. 1
Corporation
Taxes Act 1988
s.t452 310, 1
s.t831 310, Sch. 3, 3
Defamation
Act 1952 7, 7
Enduring
Powers of Attorney Act 1985 310, Sch. 1,
11.6, Sch. 3, 11.7
Finance Act
1993
s.t175 510, 1
Sch. 20 510,
1
Financial
Services Act 1986 326,
Sch. 1; 417, Sch. 1
s.t8 313, Sch. 1
s.t10 309, Sch. 2, 8; 313, Sch. 1
s.t18 313, Sch. 1
s.t27 313, Sch. 1
s.t207(2) 329,
Sch.
Sch. 1
paras (7),
(8), (9) 310,
Sch. 1, 7.1
Income and
Corporation Taxes Act 1970
s.t454(3) 7,
12
Income and
Corporation Taxes Act 1988 310,
Sch. 1, 4; Sch. 4, 3
s.t452 310, Sch. 1, 1
ss.t452Ð456 111, Sch.
s.t831 310, Sch. 1, 4, 5, 7.2, Sch. 3, 3 Sch. 4,
31
Insolvency
Act 1982 309, 8
Insolvency
Act 1986
s.t2 111, Sch.; 310,
Sch. 1, 9; Sch. 3, 11, Sch. 4, 11.7; 525, Sch.
s.t8 413, Sch.
s.t9 111, Sch.; 310,
Sch. 1, 9; Sch. 3, 11; 525, Sch.
s.t89 413, Sch.
s.t95 413, Sch.
s.t213 309, Sch. 2, 8
s.t214 309, Sch. 2, 8
s.t253 310, Sch. 1, 9, 11, Sch. 3, 11.7; 521, 19
s.t420 413, Sch.
Insurance
Brokers (Registration) Act1977 106,
7; 107, 9
s.t2 106, 7; 107, 9
s.t4 106, 7; 107, 9
s.t11 107, 21
(1) 107,
22
Insurance
Companies Act 1981 7,
2
Insurance
Companies Act 1982 111,
23; 302, 7; 303, 52; 304, 4; 411, Sch.; 519, 2
Insurance
Companies Act 1982
s.t1 204, 11; 319,
Sch.; 326, Sched. 1
s.t2(6) 326, Sched. 1
s.t7(8) 7, 2
s.t83 111, Sch.; 117; 204, Explan
Note 2; 205, Sch. 1; 310, Sch. 1, 1 Sch. 2, 1.1, Sch. 3, 1.1, Sch. 4, 1; 413,
Sch.; 519, Sch.; 525, Sch.
(4) 302,
7; 506, Sch.; 522, 9
(5) (a) (b) 204,
Sch. 1
s.t86 204, Explan Note 2
s.t96 106, Sch.; 204, Sch. 1, 1;
312, Sch. 1
Sch.t2 106, 7
Interpretation
Act 1889
s.t38 6, 5
Interpretation
Act 1978 500, 2
Limited
Partnership Act 1907
s.t3 101, 1; 309, Sch.
1, 1
s.t4 101, 1
LloydÕs
Acts 1871Ð1982 115,
Sch. 1; Sch. 2; 117, Sch. 1; Sch. 2; 329, 5; 333, Sch. 1; 344, 1, 3; 418, 3,
Sch. 1; 419, 4, Sch. 2; 420, 3; 510, 1; 525, 23
LloydÕs Act
1871 1;
4, 1, 2, 3, 12; 6, Intro., 2; 7, Intro., 2, 15, Sch. 3; 99, 81; 111, 2, 3, 10,
18, 23, 24, 37, 40, 45; 114, 9, 15; 310, Sch. 3, 4, 1; 324, 8; 337, 1, Sch. 4,
1
s.t1 1, 1
s.t2 1, 2
s.t3 1, 3
s.t4 1, 4
s.t5 1, 5
s.t6 1, 6
s.t7 1, 7
s.t8 1, 8
s.t9 1, 9
s.t10 1, 10; 2; 4, 4
s.t11 1, 11
s.t12 1, 12
s.t13 1, 13
s.t14 1, 14
s.t15 1, 15
s.t16 1, 16
s.t17 1, 17
s.t18 1, 18
s.t19 1, 19
s.t20 1, 20; 4, 5; 6, 7; 7, Sch. 4;
99, 38
s.t21 1, 21
s.t22 1, 22
s.t23 1, 23
s.t24 1, 24; 4, 5, 13; 99, 37
s.t25 1, 25
s.t26 1, 26
s.t27 1, 27
s.t28 1, 28
s.t29 1, 29
s.t30 1, 30
s.t31 1, 31; 4, 5
LloydÕs Act
1871
s.t32 1, 32
s.t33 1, 33
s.t34 1, 34
s.t35 1, 35
s.t36 1, 36; 4, 6
s.t37 1, 37; 4, 6
s.t38 1, 38; 4, 6
s.t39 1, 39; 4, 5
s.t40 1, 40, 4, 5
s.t41 1, 41
s.t42 1, 42
s.t43 1, 43
Sch. 1, Sch.
LloydÕs Act
1888 2;
4, 4; 111, 2, 3, 10, 18, 23, 24, 37, 40, 45; 114, 9, 15; 324, 8
LloydÕs Act
1911 4;
6, Intro., 2, 5, 6; 7, Intro., 2, 15, Sch. 3, Sch.t4; 111, 2, 3, 10, 18, 23,
24, 37, 40, 45; 114, 9, 15; 324, 8
s.t1 4, 1
s.t2 4, 2
s.t3 4, 3
s.t4 1, 10; 2; 4, 4
s.t5 1, 11, 20, 31; 4,
5
s.t6 1, 36, 37, 38, 39,
40; 4, 6
s.t7 4, 7, 9; 7, 15;
144; 512; 519; 522; 523
s.t8 4, 8; 6, Intro.,
5
s.t9 4, 9; 6, Intro.,
5; 7, 15; 152, Explan Note 2; 522
s.t10 4, 10
s.t11 4, 11
s.t12 4, 12; 7, Sch. 4
s.t13 4, 13
s.t14 4, 14
s.t15 4, 15
Sch. 4, Sch.
LloydÕs Act
1925 5;
6; 7, Intro., Sch. 3; 111, 2, 3, 10, 18, 23, 24, 37, 40, 45; 114, 9, 15; 324, 8
s.t4 1, 13, 14, 15,
16, 17
LloydÕs Act
1951 6;
7, Intro., 15, Sch. 3; 111, 2, 3, 10, 18, 23, 24, 37, 40, 45; 114, 9, 15; 324,
8
s.t1 6, 1
s.t2 6, 2
s.t3 6, 3
s.t4 6, 4
s.t5 6, 5
(1), (2) 4, 8; 7, 15
s.t6 6, 6
(2) 4,
Sch.
s.t7 6, 7
(1) 1, 20
s.t8 6, 8
Sch. 1 6, Sch.
LloydÕs Act
1982 4,
9; 7; 100; 101, 1; 106, Sch.; 107, Sch. 2; 111, 2, 3, 10, 18, 23, 24, 37, 40,
45; 112, Sch.; 114, 9, 15; 115; 116, 3; 311, 14; 314, 2; 324, 8; 330; 418; 419,
2; 421; 500, 1, 2; 504, 1
s.t1 7, 1
s.t2 7, 2; 100, 1;
306, Explan Note 2; 311, Explan Note 2; 500, 1
(1) 301,
1; 309, Sch. 1, 1
s.t3 7, 3; 511; 521
s.t4 7, 4; 100, 1;
500, 1
s.t5 7, 5
s.t6 7, 6; 111, 18;
310, Sch. 1, 1, Sch. 2, 1.4; 333, Sch. 1; 510, 1
(2) 104;
105; 106; 107; 109; 110; 111; 112; 113; 114; 115; 117; 123; 204; 205; 304; 305;
306; 309; 310; 311; 312; 313; 314; 316; 317; 321; 322; 323; 324; 325; 326; 328;
329; 331; 332; 333; 334; 342; 343; 344; 345; 346; 347; 348; 349; 406; 407; 408;
411; 412; 413; 414; 417; 421A; 422; 423; 506; 507; 510; 512; 514; 517; 519;
520; 521; 522; 523; 524; 525, 526; 527; 528
(4) 501,
1; 520
(d) 520
(6)(a)(i) 116; 314; 336; 337; 338
(9) 201,
4
s.t7 7, 7; 421A; 422;
423
(1) 107
(a)(ii) 412
(3) 412,
Explan. Note; 418, 3
(4)(a) 106, 20; 419, Sch. 2
s.t8 7, 8
(3) 106,
4; 107; 123; 305, 313, Sch. 1; 314; 315; 321; 329, 4; 347, 8; 348; 507, 5; 519;
524
s.t9 7, 9
s.t10 7, 10; 301
(2) 101,
1; 106, 14; 107, 9, 11, 30; 301, 1
(4) 106,
14
s.t11 7, 11; 301
(2) 101,
1; 301, 1
(3) 101,
1; 301, 1
(5) 101,
14
s.t12 7, 12
(1)(a) 101, 8A; 106, 8, 14; 107, 9,
11, 30; 301, 1
(b) 101,
1, 8A, 14; 106, 8; 301, 1; 347, Sch. 2
(c) 101,
1, 8A; 106, 8
(i)-(iii) 301, 1
(d)(i)-(v) 301, 1
(d)-(f) 101, 1
(e) 101,
1, 8A; 106, 8
LloydÕs Act
1982
s.t12(1)(f) 101,
1
(2)(c) 101, 8A; 106, 8
s.t13 7, 13
s.t14 7, 14
(2) 309,
1; 402, Sch. 1, 1; 510, 1
(6) 117,
Sch. 2
s.t15 7, 15
(b) 4, 7
(c) 4, 9
(d) 6, 5
s.t16 7, 16
s.t17 7, 17
s.t18 7, 18
Sch.t1 7, Sch. 1; 100, 3; 111, 2; 521, 3; 526
Sch.t2 7, Sch. 2; 414; 511
(1) 111;
348; 506; 514; 519; 522; 524; 527; 528
(2) 111
(4) 105;
342; 345; 348; 413; 506; 510; 514; 519; 522; 524; 527; 528
(5) 520
(6) 521
(9) 513;
517
(12) 106; 123; 527;
528
(13) 109; 113; 332;
526; 527; 528
(14) 106; 109; 123
(15) 310; 342; 345;
349; 519; 527; 528
(16) 316; 334; 519
(18) 526
(19) 123; 313; 519;
525; 527
(20) 205; 348; 524;
526
(21) 313; 406; 412;
519; 527; 528
(b) 313;
412
(24) 519; 525; 527;
528
(25) 527; 528
(26) 407; 527; 528
(31) 526; 527; 528
(32) 525
(37) 525; 527; 528
(41) 123; 314; 348;
524
(42) 348; 524; 528
Sch. 3 1, 11, 12, 18, 19, 20, 21, 22, 23, 24,
25, 26, 27, 29, 32, Sch.; 3; 4, 10, 11, 12, 13; 5; 6, 3, 4; 7, Sch. 3
Sch. 4 1, 20, Sch.; 4, 12; 7, Sch., 4
LloydÕs
Signal Stations Act 1888 3;
4, 1; 6; 7, Sch. 3
Mental
Health Act 1983 310,
Sch. 1, 1, Sch. 2, 1.1, Sch. 3, 1.1; 413, Sch.; 521, 19
Mental
Health (Scotland) Act 1960 521,
19
Merchant
Shipping Act 1854 1,
Intro., 33, 41
Partnership
Act 1890 101, 1
Rehabilitation
of Offenders Act 1974 309,
Sch. 2, 8
Supreme
Court Act 1981
s.t36 7, 7
Taxation of
Chargeable Gains Act 1992 310,
Sch. 1, 2, Sch. 3, 3, Sch. 4, 3
Taxes
Management Act 1970 310, Sch. 1, 4,
5, 7.2, Sch. 3, 3, Sch. 4, 3
Interactive Index
[References
in bold type are to item numbers; those in roman type are to the paragraph,
schedule or other subdivision]
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A B C D E F
G H I J K L M N O P Q R S T U V W X Y Z
A
Accountability
disclosure
of interests, 302, 1
underwriting
agents, 101, 8
Accounts.
See also Bank accounts, Syndicate accounts, Years of account
agency
agreements, 310, sch. 3
annual
subscribers, 99, 75
companies,
111, 32Ð39
declaration,
106, 33
disclosure
of interests, 302, 5, 7
dispensation,
106, 56
European
Union, 111, 33, 35
examination,
111, 39
financial
statements, 111, 34
group, 106,
44
information,
111, 33
LloydÕs
advisers, 112, 17Ð24, 28, 31
LloydÕs
brokers, 106, 29Ð38, 43Ð44, 56
managing
agents, 310, 13, sch. 4
meetings,
99, 43
members,
111, 14
personal,
326, 9, 10, 14, 16
presentation,
503, 7
records,
111, 32
run-off,
114, 2Ð3, 17, sch. 1; 312, 1Ð22, sch. 1Ð2
solvency
reporting, 204, 3, 12, 14
system of
control, 106, 30
true and
fair view, 503, 7
umbrella
arrangements, 107, 21
underwriting
agents, 101, 1, 53B, 54Ð55, 60Ð62, 64Ð65; 304, 5, 6, 10, 17, sch. 2
Actions.
See also Service of process
abatement,
1, 6
agency
agreements, 310, sch. 3
companies,
310, sch. 4
compensation
scheme, 413, 8
costs, 402
damages, 7,
14
fines, 402
injunctions,
402
issue of
proceedings, 402
managing
agents, 310, sch. 4
members,
111, 55
memberÕs
agents, 309, sch. 2
agreements,
310, sch. 1
underwriting
agents, 304, 4
Actuaries
independence,
312, 7
run-off,
312, 7, 8
solvency
reporting, 204, sch. 1
Additional
Securities Ltd, 205, sch. 1
Administrative
suspension, 336, sch.; 407, 1Ð6, sch. 1
Investigations
Committee, 407, 2
Admission
annual
subscribers, 99, 7Ð9
election,
99, 8
minors, 99,
9
associates,
99, 10Ð12
election,
99, 11
minors, 99,
12
fees, 99,
21Ð31
members, 7,
sch. 2; 111, 6Ð11
election,
99, 4
honorary,
99, 19
minors, 99,
6
nomination,
99, 2
non-underwriting
members, 99, 5
notice, 99,
3
re-admission,
99, 71
representatives,
110, 13, 15
review,
111, 11
rooms, 7,
sch. 2; 110, 15; 503, 5
sponsors,
110, 15
subscribers
for intelligence, 99, 13; 110, 18
subscriptions,
99, 21Ð31, 72
substitutes,
99, 14Ð18; 110, 13, 15
arrears,
99, 29
visitors,
99, 20
Advertisements
conversion
arrangements, 329, 7
meetings,
520, 4
minority
buy-outs, 332, sch. 2
Advisers.
See LloydÕs advisers, Professional advisers
Agents,
503, 1. See also Intermediaries, Managing agents, MembersÕ agents, Underwriting
agents
accounts,
310, sch. 3
actions,
310, sch. 3
agreements,
310, 1Ð16, sch. 1Ð2
commencement,
310, sch. 3
termination,
310, sch. 3
appeals,
310, 16; 420, sch. 3
appointment,
310, sch.3
arbitration,
310, sch. 3
assignment,
future
participation, 310, sch. 3
syndicate
participations, 310, 14
variation,
310, sch. 2
associates,
310, sch. 2
audits,
310, sch. 3
borrowing,
310, sch. 3
brokers,
106, 57, sch.
care and
skill, 310, sch. 3
commission,
310, sch. 3
confidentiality,
310, sch. 3
control,
310, sch. 3
co-ordinating,
310, 1, 7Ð8
delegation,
310, sch. 3
disciplinary
procedure, 310, sch. 3
disclosure,
310, sch. 3
duties,
310, sch. 3
fees, 310,
sch. 3
fiduciary
duties, 310, sch. 3
financial
transactions, 310, sch. 3
information,
310, sch. 3
interest
rates, 310, 9
Japan, 524,
2
MAPA, 310,
1, 10, 14, sch. 3
notices,
310, sch. 3
novation,
310, sch. 3
partnerships,
310, sch. 3
pooling
arrangements, 310, 1, 14
port, 503,
1
powers,
310, sch. 3
powers of
attorney, 310, sch. 3
profit
distribution, 310, sch. 3
property,
310, sch. 3
records,
310, sch. 3
regulation,
310, sch. 3
reinsurance
to close, 310, sch. 3
remuneration,
310, sch. 3
reports,
310, sch. 3
run-off,
310, sch. 3
standard
agreements, 310, 1
services,
310, sch. 3
subsidiaries,
310, sch. 3
substitutes,
101, 1, 58; 300, 1Ð4; 304, sch. 2; 310, sch. 3
syndicates,
310, 1, 16, sch. 3
lists, 310,
1, 6Ð6A
relationship
between members, 310, sch. 3
taking over
provisions, 310, 13, sch. 3
taxation,
310, sch. 3
trusts,
310, sch. 3
Agreements
agents,
310, 1Ð16, sch. 4
guarantees,
339, 9; sch. 2, 3
life
business, 339, sch. 4
partnerships,
304, 20
underwriting
agents, 304, 1Ð22
Amendment
of byelaws, 7, sch. 2
notice, 7,
6
resolutions,
7, 6
Annual
reports
approval,
326, 11
assets,
326, sch. 4
audits,
309, 9; 326, 14
cash calls,
326, sch. 4
commission,
326, sch. 4
compensation
scheme, 413, 17
consortia,
326, sch. 4
deposits,
326, sch. 4
depreciation,
326, sch. 4
disclosure
of interests, 302, 1, 4, 7; 326, sch. 4
distribution,
326, 16
documents,
326, 15
expenses,
326, sch. 4
form and
content, 309, 9; 326, 10, sch. 4
historical
cost accounting rules, 326, sch. 4
information,
326, 8, 14, sch. 4
investments,
326, sch. 4
liabilities,
326, sch. 4
long term
business, 326, sch. 4
managing
agents, 326, 7, 11Ð16
MAPA, 309,
8Ð9; 326, 7, 9, 14, 16; 334, 2, sch. 2
membersÕ
agents, 309, 8Ð11 sch. 1; 326, 16
multiple
syndicates, 326, 7, 13, 16
Ombudsman,
408, 13
personal
accounts, 326, 9, 10, 14, 16
reinsurance,
326, sch. 4
remuneration,
326, sch. 4
run-off,
326, 7, 11, 12, sch. 4
service
companies, 326, sch. 4
stock
lending, 326, sch. 4
syndicate
meetings, 326, 15
solvency
reporting, 204, sch. 1
syndicate
accounts, 326, 7Ð18, 21, 26
taxation,
326, sch. 4
true and
fair view, 326, 10
underwriting
agents, 326, 12, 14, sch. 4
underwriting
members, 326, 8, 9, 10, 16
years of
account, 326, 7, 10, 14, sch. 4
Annual
returns. See Returns
Annual
subscribers, 122
accounts,
99, 75
admission,
99, 7Ð9
application
for registration, 122, 3
appeals,
420, sch. 3
byelaws, 7,
sch. 2
companies,
99, 76Ð77
conditions,
122, 6
criteria
for registration, 122, 5
duty to
report to Council, 122, 9
existing
annual subscribers, 122, 12
fees, 99,
22; 110, 9
ineligibility,
99, 78
power to
prescribe fees, 122, 10
powers of
the Council, 122, 4
Register,
122, 1
registration
requirement, 122, 2
removal
from the Register, 122, 8
review of
registration, 122, 7
Annulment
of byelaws, 1, 28
Appeals
agentsÕ
agreements, 310, 16; 420, sch. 3
annual
subscribers, 420, sch. 3
approval of
correspondents, 420, sch. 3
auditors,
102, 4
bankruptcy,
420, 3
commencement,
420, sch. 2
Committee
of LloydÕs, 420, sch. 3
conflicts
of interest, 420, 4
costs, 420,
2, sch. 2
Council,
420, sch. 3; 421, 2, sch. 2
criminal
offences, 420, 3
decisions,
420, sch. 2
Disciplinary
Jurisdiction, 420, 3, 6, sch. 2
evidence,
420, sch. 2
grounds,
420, sch. 2
hearings,
420, 5, sch. 2
Human
Rights Act 1998, 421A
individual
registration, 115, sch. 1; 420, sch. 3
insolvency,
420, 3
joinder,
420, sch. 2
leave, 420,
sch. 2
LloydÕs
advisers, 112, 9; 420, sch. 3
LloydÕs
brokers, 307, 12, 53, 55; 420, sch. 3
major
syndicate transactions, 332, 7; 420, sch. 3
members,
420, sch. 3
misconduct,
420, 3
multiple
syndicates, 311, 16; 420, sch. 3
notice, 4,
12; 420, sch. 2
personal
stop loss reinsurance, 338, 12; 420, sch. 3
preliminary
hearings, 420, 5
registration,
7, sch. 1; 100, 9; 110, 20
remuneration,
420, 2
representation,
420, sch. 2
right of,
420, 7A, 7B
rules, 420,
sch. 2
run-off
companies, 114, 12; 420, sch. 3
service of
process, 420, sch. 2
statement
of reasons, 420, 8
suspension
of members, 4, 12
time
limits, 4, 12; 420, sch. 2
Tribunal,
7, 2, 7, sch. 2; 106, 53, 55; 107, 30; 420, 1Ð10, sch. 1Ð4
composition,
420, 2
revocation
of membership, 420, 3
umbrella
arrangements, 107, 12, 30; 420, sch. 3
underwriting
agents, 420, sch. 3
Approval of
correspondents, 116, 1Ð15
appeals,
420, sch. 3
applications,
116, 6
conditions,
116, 9Ð10
Council,
116, 5Ð12
coverholders,
116, sch.
duration,
116, 8
fit and
proper person, 116, 7
information,
116, 6
LloydÕs
brokers, 116, 6, 7, 10Ð12, sch.
marine open
cargo covets, 116, sch.
notification
of decisions, 116, 10
open
market, 116, sch.
reviews,
116, 11
revocation,
116, 12
unapproved
correspondents, 116, 2
Arbitration
administrators,
414, 3Ð4, sch. 1
agency
agreements, 310, sch. 3
appointment
of panels, 414, 2
arbitrators,
appointment
of, 414, 4, sch. 1Ð2
vacancies,
414, 4, sch. 1
awards,
414, 4, sch. 1
byelaws, 7,
sch. 2
commencement,
414, 4
companies,
310, sch. 4
costs, 414,
4, sch. 1
delegation,
414, 4, sch. 1
deposits,
414, sch. 1
governing
law, 414, 4, sch. 1
guarantees,
339, sch. 2, 4
hearings,
414, 4, sch. 1
indemnities,
339, sch. 3
legal
representation, 414, 4, sch. 1
LloydÕs
Arbitration Scheme, 310, sch. 1, 3, 4
managing
agents agreements, 310, sch. 3, 4
members,
414, 1Ð5, sch. 1
membersÕ
agents, 309, sch. 1
agreements,
310, sch. 1, 3
membership,
exclusion form, 2, 20
modified
rules, 414, 4
1992 and
earlier years of account, 414, 5
Ombudsman,
408, 8
preliminary
hearings, 414, 4, sch. 1
procedure,
414, 4, sch. 1
reports,
414, 4, sch. 1
security,
414, 4, sch. 1
Syndicate
and Arbitration Agreement, 304, 18, sch. 2; 310, sch. 2Ð4
Tier 1,
414, 1Ð5, sch. 1
Tier 2,
414, 1Ð5, sch. 1Ð2
time
limits, 414, 4, sch. 1
undertakings,
310, sch. 3
underwriting
agents, 304, 18, 22, sch. 1; 414, 1Ð5 sch. 1Ð2
underwriting
members, 310, sch. 3
Arrangements,
329, sch. 1Ð9, sch.; 332, 6, sch. 3; 341, 1Ð3
Assets
annual
reports, 326, sch. 4
bank
accounts, 106, 26, 37
Central
Fund, 506, 2, 10A
companies,
204, 4A
depreciation,
326, sch. 4
eligible,
204, sch. 1
excluded,
204, sch. 1
LloydÕs,
204, 4B, 5B
LloydÕs
advisers, 320, 16
LloydÕs
brokers, 106, 21, 26, 27
members,
111, 5
membersÕ
agents, 204, 4
agreements,
310, sch. 1
New Central
Fund, 522, 3, 9, 11
registration,
503, 10
returns,
204, 4Ð6, 11, sch. 1
solvency
reporting, 204, 4Ð6, 9, 11, sch. 1
transfers,
membersÕ, 111, 5
underwriting
agents, 330, sch. 2
valuation,
204, 9, sch. 4
Assignment
agentsÕ
agreements, 310, 14, sch. 3
companies,
310, sch. 4
managing
agents, 310, 15, sch. 4
participations,
310, 14, 15, sch. 3, 4
Associates
agency
agreement, 310, sch. 3
appeals,
420, sch. 3
arrears,
99, 29
bankruptcy,
110, 9
criminal
offences, 110, 10
fees, 99,
22; 110, 9
LloydÕs brokers,
106, sch.
registration,
110, 2Ð10, 24
removal,
110, 5, 9
representatives,
110, 13
underwriting
agents, 101, 1
Auctions,
331, 1Ð6, sch. 1
Auction
Official, 331, 2Ð3
capacity
allocation scheme, 331, 2, 5
documents,
331, 2, 3
fees, 331,
2
furtherance
of scheme, 331, 2
MAPA, 331,
2
notice,
331, 2
pre-emption
offers, 333, 2Ð3
subscription
orders, 331, 2
tenders,
331, 2
underwriting
agents, 331, 2
Auditors
confidentiality,
101, 63; 106, 41
following
year underwriting, 336, 4
information,
204, 14
LloydÕs brokers,
106, 38Ð43, 45, 48
MAPA
reports, 334, sch. 2
reconstruction
and renewal, 519, 12
reports,
106, 39, 45; 111, 36; 112, 25
rights,
101, 64; 106, 42; 111, 38; 112, 27
run-off,
312, 5, 8Ð9, 12
solvency
reporting, 204, 14, sch. 1
undertakings,
101, 63; 106, 41; 111, 37; 112, 26
underwriting
agents, 304, 7, sch. 2
Audits. See
also Auditors
agency
agreements, 310, sch. 3
annual
reports, 309, 9; 326, 14
asset
returns, 204, 5Ð5B
companies,
111, 32Ð39; 204, 5A; 310, sch. 4
disclosure
of interests, 302, 3, 7
LloydÕs,
204, 5B
LloydÕs
advisers, 112, 24Ð28
MAPA, 309,
9
membersÕ
agents, 309, 9, sch. 1
agreements,
310, sch. 1, 4
solvency
reporting, 204, 3, 5Ð5B
syndicates,
7, sch. 2
returns,
204, 3
underwriting
agents, 101, 60Ð65
Australia
information,
316, 5Ð6
membersÕ
agents, 316, 1Ð8, sch. 1
powers of
attorney, 316, 3
reports,
316, 4, 6
syndicate
lists, 316, 3
time
limits, 316, 2
unsolicited
calls, 316, 2, sch.
B
Ballots,
503, 2; 520, 9; 521, 5, 12, 20
Bank
accounts, 304, 10
approved
banks, 106, 28
assets,
106, 26, 27
IBAs, 106,
22Ð27
LloydÕs
brokers, 106, 22Ð27, 54, 57
security,
106, 26, 27
Bankruptcy
annual
subscribers, 110, 9
appeals,
420, 3
associates,
110, 9
claims
scheme, 323, 4
compensation
scheme, 413, 2
Disciplinary
Committee, 419, 4
European
Union, 7, 9; 111, 46
exclusion
form bankruptcy, 1, 22
guarantees,
337, sch.
meetings,
520, 1
members,
111, 46
membersÕ
agency agreements, 310, sch. 1
membership,
effect on, 7, 9
subscribers,
99, 80
suspension,
504, 1
underwriting
agents, 304, 14, 17, sch. 2
Bilateral
Arrangements, 342
permitted
bilateral arrangements, 342, 2Ð9; 344, 1
agency
agreements, 342, 2
annual
limits on, 342, 6; 344, 6
auctions,
342, 3; 344, 3
conditions
and requirements, 342, 5; 344, 5
fees, 342,
9; 344, 9
furtherance
of, 342, 12; 344, 11
modification
of rules, 344, 10
overseas
jurisdictions, 342, 8; 344, 8
reduction
in syndicate capacity, 342, 7; 344, 7
validation
of, 342, 4; 344, 4
Binding
authorities, 116, sch.; 314, 1Ð7, sch. 1; 340, 1Ð9
acceptance
of business, 314, 2
claims
scheme, 323, 2
commercial
motor business, 314, sch. 1
consortium,
314, sch. 1
Council,
314, 4
coverholders,
340, 4
delegation,
340, 4
LloydÕs
brokers, 106, 11; 314, 3, sch. 1; 340, 2
LloydÕs
Policy Signing Office, 340, 3
multiple
syndicates, 311, 3, sch. 1
registration,
340, 7
related
LloydÕs entity, 314, 3
requirements,
314, 3
territorial
general cover conditions, 340, 5
umbrella
arrangements, 107, 12, 16, sch. 1
Board of
Trade, 1, 41
Borrowing
agency
agreements, 310, sch. 3
buildings,
6, 3
Central
Fund, 506, 5
companies,
310, sch. 4
high stop
loss level fund, 512, 4
managing
agents, 310, sch. 3, 4
New Central
Fund, 522, 6
underwriting
agents, 304, 9
Brochures
form and
content, 309, 10
MAPA, 309,
4, 10, sch. 6
membersÕ
agents, 309, 4, 6, 10, sch. 1, 6
qualifying,
309, sch. 1
Brokers.
See LloydÕs brokers
Buildings,
6, 3
Business
plans, 101, 57A
Buy-outs,
332, 2, sch. 2
Byelaws.
See also Words and phrases
annulment,
1, 28; 99, 1
continuance,
1, 28
maintenance,
502
miscellaneous
matters, 503, 1Ð12
power, 1,
24
printing,
1, 27
proof, 1,
27
promulgation,
501
purposes,
7, sch. 2
C
Capacity
allocation schemes, 331, 2, 5
Capital
stock
expenses,
4, 7
guarantees,
4, 7
powers,
over, 99, 82
purposes,
4, 7
transfer,
4; 4, 6
trustees,
1, 36; 4; 4, 6
Care and
skill
agency
agreements, 310, sch. 3
companies,
310, sch. 4
managing
agents agreement, 310, sch. 4
membersÕ
agents agreements, 310, sch. 1
Cargoes, 1,
33
Cash call,
326, 20, sch. 4; 512, 9
Central
Accounting System
advice and
accounting, 525, 9
agreed
settlement dates, 525, 11
central accounting,
525, 5
currencies,
525, 8
default
declarations, 525, 15
default,
general saving, 525, 17
demand and
collection of monies, 525, 6
establishment
of bank accounts, 525, 7
exclusion
from, 525, 19
obligation
to fund settlements, 525, 13
settlement
of transactions, 525, 10
settlement
information statements, 525, 12
system
transactions, 525, 16
termination,
525, 18
saving of
rights on, 525, 20
wrongful
and unpaid credits, 525, 14
Central
file
companies,
111, 50
fees, 310,
12
LloydÕs
brokers, 106, 45, sch.
syndicate
accounts, 326, 18
underwriting
agents, 310, 12
Central
Fund, 506, 1Ð12, sch.; 522, 1Ð17, sch. 1Ð3. See also New Central Fund
administration,
506, 1, 9
application,
506, 7Ð8
assets,
506, 1, 10A
borrowing,
506, 5
companies,
310, sch. 4
contributions,
310, sch. 1, 4; 506, 4; 514, 2Ð4
information,
506, 4
investments,
506, 6
liabilities,
506, 10Ð10A
managers,
506, 6
managing
agents agreement, 310, sch. 4
meetings,
514, 3
members,
319, 3
membersÕ
agents, 309, sch. 1
agreements,
310, sch. 1
solvency reporting,
204, sch. 1
syndicate
premium income, 201, 1
undertakings,
514, 2
Certificates.
See Market certificates
Chairman of
LloydÕs, 7, 3Ð4, 6, sch. 2
Charging
powers, 510, 1Ð7
Children,
99, 6, 9, 12
Claims. See
also Claims scheme (1994)
handling,
512, 15
high stop
loss level fund, 512, 12, 15
Claims
scheme (1994), 323, 1Ð19
bankruptcy,
323, 4
binding
authority, 323, 2
composite
and package policies, 323, 7
conflicts
of interest, 323, 10
delegation,
323, 4, 5
Equitas,
323, 2
ex gratia
payments, 323, 12
fees, 323,
16
indemnities,
323, 2
information,
323, 15
insolvency,
323, 4
leading
underwriters, 323, 9
LloydÕs
brokers, 323, 13, 15
LloydÕs
Claims Office, 323, 4Ð12
managing
agents, 323, 2, 4, 14
multi-slip
placings, 323, 6
professional
advisers, 323, 11
risk, 323,
3, 6Ð8
run-off,
323, 8, 10
special
settlements, 323, 12
underwriting
agents, 323, 2Ð19
Clearance
notification, 101, 1, 10
Codes of
practice
core
principles, 330, 2
LloydÕs
advisers, 112, 6, 12, 14
LloydÕs
brokers, 106, 20
price
sensitive information, 328, 2, sch. 2
syndicate
accounts, 326, 6
umbrella
arrangements, 107, 10
Commission
agentsÕ
agreements, 310, sch. 3
annual
reports, 326, sch. 4
calculation,
310, sch. 1, 3
companies,
310, sch. 4
deficit
clause, 310, sch. 1, 3Ð4
introductory,
111, 3, 8, sch.; 309, sch. 1
LloydÕs
brokers, 106, 8
managing
agentsÕ agreements, 310, sch. 4
members,
111, 8, sch. 1
membersÕ
agents, 309, sch. 1; 310, 1
agreements,
310, sch. 1
profit,
310, sch. 1Ð2; 312, 16; 519, 10
reconstruction
and renewal, 519, 8
run-off
accounts, 310, sch. 3Ð4; 312, 16
time of
payment, 310, sch. 3Ð4
underwriting
agents, 304, 8, sch. 2
Committee
of LloydÕs, 4, 2
appeals,
420, sch. 3
appointment,
99, 62
Chairman,
99, 57; 521, 23
Deputy
Chairman, 521, 23
elections,
1, 15; 99, 46
information,
101, 57
meetings,
99, 44Ð65; 521, 25
minutes,
99, 63
nomination,
99, 49
officers,
1, 8
personal
stop loss reinsurance, 338, 11
powers, 7,
6
quorum, 1,
11; 511, 2
remuneration,
99, 65
retirement,
1, 13; 99, 45
rotation,
1, 14
seats, 99,
68Ð70
staff, 99,
66
suspension
of members, 4, 12; 504, 1Ð8
underwriting
agents, 101, 2, 11, 55, 57
vacation of
seat, 99, 56
working, 7,
5
Committees.
See also Committee of LloydÕs
appointment,
7, sch. 2; 511, 1Ð5
disciplinary,
7, 2
quorum,
511, 1Ð5
Companies,
111, 3, 10, 12. See also Directors
accounts,
111, 32Ð39; 310, sch. 4
acknowledgements,
310, sch. 4
actions,
310, sch. 4
agentsÕ
agreements, 310, 5
annual
reports, 326, sch. 4
annual
returns, 111, 16
annual
subscribers, 99, 76Ð77
arbitration,
310, sch. 4
arrangements,
341, 1Ð3
asset
returns, 204, 4A, 5A
assignment,
310, sch. 4
audits,
111, 32Ð39; 204, 5A; 310, sch. 4
borrowing,
310, sch. 4
central
file, 111, 50
Central
Fund contributions, 310, sch. 4
commission,
310, sch. 4
conditions,
111, 3
confidentiality,
310, sch. 4<z:jv190,200,200,>
connected,
101, 1; 106, 19, 54; 111, 6; 114, sch. 1<z:jv222,333,333>
contracts,
310, sch. 4
control,
310, sch. 4
conversion,
341, 1Ð3
declarations,
111, 15
delegation,
310, sch. 4
disclosure,
310, sch. 4
fees, 310,
sch. 4
fiduciary
duties, 310, sch. 4
fit and
proper person, 111, 42
foreign,
106, 58A; 111, 25
governing
law, 310, sch. 4
groups,
309, sch. 1
holding, 7,
2; 106, 44; 111, sch.; 303, 53
information,
204, 10; 301, 2Ð3; 310, sch. 4
jurisdiction,
310, sch. 4
LloydÕs
advisers, 112, 24; 310, sch. 4
LloydÕs
brokers, 7, 12; 106, 2, 5, 7, 11, 44, 58A
managing
agentsÕ agreements, 310, sch. 4
appointment,
310, sch. 4
commencement,
310, sch. 4
duration,
310, sch. 4
duties,
310, sch. 4
powers,
310, sch. 4
services,
310, sch. 4
termination,
310, sch. 4
variation,
310, sch. 4
LloydÕs
Policy Signing Office, 310, sch. 4
MAPA, 310,
sch. 4
meetings,
520, 7
multiple
syndicates, 311, 8
New Central
Fund, 310, sch. 4
notices,
310, sch. 4
novation,
310, sch. 4
obligations,
310, sch. 4
participation,
310, sch. 4
partnership,
310, sch. 4
penalties,
418, sch. 2
powers of
attorney, 310, sch. 4
profit
distribution, 310, sch. 4
property,
310, sch. 4
provision
of information to, 326, 19A
reconstruction
and renewal, 519, 11
records,
310, sch. 4
registered
offices, 102, sch, 1
regulation,
310, sch. 2
reinsurance
to close, 310, sch. 4
related, 7,
2Ð3
remuneration,
310, sch. 4
reports,
310, sch. 4
risk
avoidance, 111, 30
run-off,
114, 1Ð24; 310, sch. 4; 312, 14
securities,
7, 12
service,
326, sch. 4
service of
process, 319, 55
solvency
reporting, 204, 4A, 5A, 7A, 12, sch. 1
subscriptions,
99, 25
subsidiaries,
7, 2
substitutes,
99, 77; 310, sch. 4
successors,
105, 1
suspension,
403, 3<z:jv190,200,200,>
Syndicate
and Arbitration Agreement, 310, sch. 4<z:jv222,333,333>
syndicates,
310, sch. 4
taking over
provisions, 310, sch. 4
taxation,
310, sch. 4
trusts,
310, sch. 4
umbrella
arrangements, 107, 9
underwriting
agents, 101, 1, 25, 42, 52A, 53; 204, 10
underwriting
members, 111, 24
years of
account, 310, sch. 4
Compensation
scheme, 413, 1Ð20
actions,
413, 8
annual
reports, 413, 1
applications,
413, 5Ð9
claims
relating to 1992 and earlier years of account, 413, 20
contributions,
413, 13Ð14
determinations,
413, 7Ð9
eligibility,
413, 3
disqualification,
413, 4
establishment,
413, 1
fiduciary
duties, 413, 4
fraud, 413,
1, 3
insolvency,
413, 3, 5
interest,
413, 13Ð14
notices,
413, 9
payments,
413, 11, 15
recovery of
payments, 413, 15
quantum,
413, 10Ð12
subrogation,
413, 16
time
limits, 413, 5
trusts,
413, 3
Compliance
officers
fit and
proper persons, 106, 7
LloydÕs
advisers, 112, 8, 11, 12, 31
LloydÕs
brokers, 106, 7, 18, 48, sch.
price
sensitive information, 328, sch .2
qualifications,
113, 4Ð5
run-off
companies, 114, 15, sch. 1
undertakings,
112, 11, 12
underwriting
agents, 101, 1, 8, 52A, 53; 113, 4Ð5, 7, 9
Concentrations,
111, 27Ð28; 322, 3
Conduct of
business
LloydÕs
advisers, 112, 12Ð15
LloydÕs
brokers, 106, 17Ð20
umbrella
arrangements, 107, 14Ð18
Confidentiality,
417, 1Ð6, sch. 1Ð2
agency
agreements, 310, sch. 3
auditors,
101, 63; 106, 41
byelaws, 7,
sch. 2
companies,
310, sch. 4
criminal
offences, 7, sch. 2
disciplinary
proceedings, 7, sch. 2
individual
registration, 115, sch. 1
LloydÕs
advisers, 112, 26
LloydÕs
brokers, 106, 41
managing
agents agreements, 310, sch. 3, 4
membersÕ
agency agreements, 310, sch. 1
Ombudsman,
408, 12
umbrella
arrangements, 107, 24
underwriting
agents, 303, 63; 304, 7
waiver,
304, 7; 310, sch. 1Ð2, 4
Conflicts
of interest
appeals,
420, 4
claims
scheme, 323, 10
Disciplinary
Committee, 419, 5
LloydÕs brokers,
106, 8, 9
underwriting
agents, 101, 8A, 9; 330, sch. 2
Connected
companies, 101, 1; 106, 19, 54; 111, 6; 114, sch. 1
Connected
persons, 111, sch.; 311, sch. 1
Consortia,
311, 3, sch. 1; 314, sch.; 326, sch. 4
Constitution
of LloydÕs, 1, 2
Continuance
of byelaws, 1, 28
Continuing
professional education, 113, 6
Contracts.
See also Agreements
companies,
310, sch. 4
directors,
1, 30
enforcement,
1, 5
following
year underwriting, 336, 3, 4
guarantees,
337, 2Ñ5; 339, sch. 2, 4
managing
agents, 310, sch. 4; 325, 2
membersÕ
agents, 309, 6; 310, sch. 1; 325, 5
agreements,
310, sch. 1
non-LloydÕs
intermediaries, 313, sch. 1
personal
stop loss reinsurance, 338, 8
reinsurance
to close, 317, 1, sch.
syndicates,
310, sch. 1
underwriting
agents, 101, 1
Controllers
LloydÕs
advisers, 112, 6, 11, 31
LloydÕs
brokers, 106, 9, 48, sch.
majority,
101, 1
members,
111, 3, 6
run-off
companies, 114, 14, sch. 1
umbrella
arrangements, 107, sch. 1
undertakings,
106, 9; 112, 11
underwriting
agents, 101, 9
Conversion,
329, 1Ð9, sch.; 332, 6, sch. 3; 341, 1Ð3
Core
principles, 330, 1Ð3, sch. 1Ð2
Corporate
members. See Companies
Correspondents.
See Approval of correspondents
Costs, 402;
404, 4, sch. 1; 419, sch. 2; 420, sch. 2; 522, 12
Council
appeals,
420, sch. 3, 421, 2, sch. 2
ballot papers,
521, 12, 19, 20
binding
authorities, 314, 4
Boards,
521, 27
byelaws, 7,
sch. 2
Chairman,
521, 22
charging
powers, 510, 4Ð5
Chief
Executive Officers, 521, 24
composition,
521, 1
creditors,
106, 50
Deputy
Chairman, 521, 22
disciplinary
proceedings, 7, 7; 321, 1Ð5, sch. 1Ð3; 521, 19
documents,
521, 12
elections,
7, 3
enforcement,
201, 4
fees, 106,
52; 112, 33
forms, 521,
12
guarantees,
337, 7
indemnities,
7, sch. 2
individual
registration, 115, 1Ð2, sch. 1
information,
105, 3; 106, 49; 107, 24; 111, 52, 54A; 112, 32; 335, 4A
Insurance
Ombudsman Bureau, 411, 3
LloydÕs
advisers, 112, 4, 10, 22Ð23, 32Ð33, 35Ð36
LloydÕs
brokers, 106, 6, 13, 35Ð37, 49Ð53, 55, 57, 59
major
syndicate transactions, 332, 8
MAPA, 322,
7
meetings,
421, sch. 2; 521, 25
members, 7,
3, sch. 4; 111, 3, 44, 52Ð54A
casual
vacancies, 521, 20
cessation,
521, 19
decrease,
7, 3
election,
521, 2, 5, 18
external,
7, 2, 3; 521, 3, 7, 19Ð20
increase,
7, 3
interests,
521, 27
nominated,
7, 2, 3; 521, 4, 7Ð11
number,
521, 1
term of
office, 521, 177
vacation of
seat, 521, 21
working, 7,
2; 521, 6Ð7, 19Ð29
membersÕ
agentsÕ agreements, 310, sch. 1
minutes,
521, 28
New Central
Fund, 522, 15
non-LloydÕs
intermediaries, 313, 6
notices,
521, 5, 11Ð12
overseas
deposits, 205, 1Ð4
permissions,
312, 19
power to
enter into agreements, 525, 26
power to
prescribe charges, 525, 24
powers, 7,
6; 106, 6, 35Ð36, 55; 107, 7, 23Ð24; 111, 52Ð53; 112, 36
cumulative,
106, 59; 111, 54, 525, 34
pre-emption
offers, 333, 9
quorum,
511, 1
reconstruction
and renewal, 519, 15
records,
521, 28
registration,
110, 5, 21; 112, 4; 114, 4Ð12
regulations,
codes of practice and manuals, 525, 25
remuneration,
7, sch. 2; 517, 1
reports,
107, 23; 112, 22
representatives,
110, 14
run-off,
114, 2Ð21; 106, 51; 312, 19
scrutineers,
521, 14
seals, 521,
26
service of
process, 521, 12
substitutes,
110, 14
agents,
300, 1Ð4
suspension,
504, 1Ð8
syndicate
accounts, 326, 22
syndicate
cessation, 332, sch. 4
syndicate
premium income, 201, 1A, 4Ð5; 335, 4A
umbrella
arrangements, 107, 7, 9Ð11, 13, 23Ð24, 30
undertakings,
522, 15
underwriting
agents, 101, 13A; 304, 1, sch. 2
variation
of services, 525, 27
voting,
521, 13Ð16
Coverholders
approval of
correspondents, 116, sch.
binding
authorities, 340, 4
LloydÕs
brokers, 106, 47, sch. 1
umbrella
arrangements, 107, 16
Credit
institutions, 111, sch.
Creditors
Council,
106, 50
LloydÕs
brokers, 106, 50, sch. 1
protection,
106, 50
Criminal
offences
annual
subscribers, 110, 10
appeals,
420, 3
associates,
110, 10
confidentiality, 7, sch. 2
Disciplinary
Committee, 419, 4
disclosure,
417, 4
inquiries,
400, 1
members,
111, 43
membersÕ
agents, 309, sch. 1
agreements,
310, sch. 1
price
sensitive information, 328, sch. 2
stamps,
imitation of, 1, 31
Crown, 1,
41
D
Damages, 7,
14
Debts, 1,
7; 7, 15, sch. 2
Declarations
accounts,
106, 33
companies,
111, 15
compliance,
106, sch.; 111, 53, sch. 1; 112, 20
LloydÕs
advisers, 112, 20
LloydÕs
brokers, 106, 33
members,
111, 15
war, 111,
47
Defamation,
7, 14
Definitions.
See Words and phrases
Delegation
agency
agreements, 310, sch. 3
arbitration,
414, 4, sch. 1
binding
authorities, 340, 2
claims
scheme, 323, 4, 5
companies,
310, sch. 4
managing
agents, 323, 4
agreements,
310, sch. 4
membersÕ
agents agreements, 310, sch. 1, 3
run-off
companies, 114, 2
underwriting
agents, 101, 53; 304, 4, sch. 2
Deposits
annual
reports, 326, sch. 4
arbitration,
414, sch. 1
members,
111, 4Ð5
overseas,
205, 1Ð4
underwriting
agents, 304, 5
Deputy
Chairman, 7, 3Ð4, 6, sch. 2
Directors
changes,
114, 13
common
directorships, 106, 16
contracts,
1, 30
disclosure
of interests, 302, 1
executive,
113, sch.
fit and
proper persons, 106, 7, 112, 5, 8, 11, 12
LloydÕs
brokers, 106, 7, 8, 15, 16, 48
MAPA, 322,
5; 334, sch. 2
membersÕ
agents, 101, 38; 309, sch. 1, 2
multiple
syndicates, 311, 20
qualifications,
113, 4Ð5
run-off
companies, 114, 13
umbrella
arrangements, 107, 10, sch. 2
undertakings,
112, 11
underwriting
agents, 101, 8, 20, 38Ð39, 52A, 53, 56; 113, 4Ð5, 7, 9
Disciplinary
Committee. See Disciplinary proceedings
Disciplinary
proceedings, 419, 108, sch. 1Ð3
agency agreements,
310, sch. 3 appeals, 420, 3
appeals,
420, 3, 6, sch. 2
bankruptcy,
419, 4
Board, 419,
3
confidentiality,
7, sch. 2
conflicts
of interest, 419, 5
contested
proceedings, 419, sch. 2
costs, 419,
sch. 2
Council, 7,
7; 421, 1Ð3, sch. 1Ð3; 521, 19
criminal
offences, 419, 4
decisions,
419, sch. 2
defences,
419, sch. 2
definitions,
419, sch. 2
Disciplinary
Tribunal, 419, sch. 2
conduct of
proceedings, 419, sch. 2
disclosure,
302, 6; 417, 4
discontinuance
of proceedings, 419, sch. 2
effect of
decisions, 419, sch. 2
evidence,
419, sch. 2
expenses,
419, 2
Fixed
Penalty Proceedings, 419, sch. 2
formal
proceedings, 419, sch. 3
hearings,
419, sch. 2
Human
Rights Act 1998, 419, sch. 2
inquiries,
400, 3
insolvency,
419, 4
institution
of proceedings, 419, sch. 2
joinder,
419, sch. 2
LloydÕs
advisers, 112, 14
LloydÕs
brokers, 7, sch. 2; 106, 20
LloydÕs
Disciplinary Rules, 419, sch. 2
members,
revocation,
419, 4
suspension,
419, 4
membersÕ
agents, 309, sch. 2
agreements,
310, sch. 1
misconduct,
418, 2Ð3, sch. 2; 419, 4
notices,
419, sch. 2
penalties,
418, sch. 2; 419, sch. 2; 421, 2
publication
of decision, 419, sch. 2
remuneration,
419, 2
rooms, 7,
sch. 2
sanctions,
7, 7
service of
process, 419, sch. 2
settlements,
419, sch. 2
summary
proceedings, 419, sch. 2
suspension,
403, 1Ð3, 5Ð6; 407, 11; 504, 1
umbrella
arrangements, 107, 28
underwriting
agents, 7, sch. 2; 304, 12
Disclosure
accountability,
302, 1
accounts,
302, 5, 3
agency
agreements, 310, sch. 2
annual
reports, 302, 1, 4, 7, 8, sch. 4
auditors,
302, 3, 7
companies,
310, sch. 4
concentrations,
111, 28
criminal
offences, 417, 4
directions,
404, 1Ð3
directors,
302, 1
disciplinary
proceedings, 302, 6; 417, 4
fair
presentation, 302, 4
individuals,
302, 1
inquiries,
417, 4
interests,
302, 1Ð8
LloydÕs
advisers, 404, 2A
LloydÕs
brokers, 106, 19; 404, 2
managing
agents, 302, 1Ð2, 4, 8
agreements,
310, sch. 2, 4
materiality,
302, 4
members,
111, 8
membersÕ
agents, 302, 1, 3, 7
agreements,
310, sch. 1
multiple
syndicates, 311, 9
non-disclosure,
417, 3
Ombudsman,
408, 7
participation,
111, 29
partnerships,
302, 1
procedures,
302, 5
records,
302, 5
related
parties, 106, 19; 306, 10
remuneration,
302, 1
reports,
302, 7
risk
avoidance, 111, 28Ð29
run-off
managers, 302, 1
syndicate
accounts, 326, 3Ð4
trusts,
302, 1
underwriting
agents, 302, 1, 4, 6; 304, 19;404, 1, 3
Disputes
guarantees,
339, sch. 2, 4
indemnities,
339, sch. 3
reconstruction
and renewal, 519, 8, 17
Distressed
syndicates, 311, 6
Documents,
503, 2. See also Records
annual
reports, 326, 15
auctions,
331, 2Ð3
brochures,
309, 4, 6, 10, sch. 6
Council,
521, 12
execution,
of, 304, 4
high stop
loss level fund, 512, 15
inquiries,
400, 6Ð7
LloydÕs
advisers, 112, 3, 6Ð7, 15, 28
LloydÕs
brokers, 106, 5, 10
managing
agents, 339, 4
meetings,
520, 9
members,
112, 3, 11
membersÕ
agents, 309, 4, 6, 10, sch. 1
agreements,
310, sch. 1
mergers,
332, sch. 1
penalties,
418, sch. 2
pre-emption
offers, 333, 3
production,
304, 19
syndicate
accounts, 326, 17Ð18
syndicate
meetings, 324, 3
umbrella
arrangements, 107, 6, 8Ð9
underwriting
agents, 304, 4, 19
E
Education
continuing
professional education, 113, 6; 343, 4
examination,
qualifications and experience requirements, 343, 2
training
and development plans, 343, 3
underwriting
agents, 113, 6
Entrance
fees, 99, 21Ð31; 105, 1Ð6
Equitas,
519, 3Ð7
claims
scheme, 323, 2
directions,
519, 6
managing
agents, 519, 5
membersÕ
agentsÕ agreements, 310, sch. 1Ð2
New Central
Fund, 522, 8
promotion
of scheme, 519, 3
reconstruction
and renewal, 519, 3Ð7, 14, 16
reinsurance,
519, 3Ð7, 14
supervision,
519, 5
undertakings,
519, 7
underwriting
agents, 101, 51; 519, 4
Errors and
omissions
managing
agents, 326, sch. 6
underwriting
agents, 101, 8
European
Union
accounts,
111, 25, 35
bankruptcy,
7, 9; 111, 46
insolvency,
111, 46
LloydÕs
advisers, 112, 18, 24Ð25, 29
LloydÕs
brokers, 106, 58
members,
111, 16
syndicate
accounts, 326, 26, sch. 7
underwriting
agents, 101, 59; 304, sch. 1
Ex gratia
payments, 323, 12
Exclusion
from membership, 1, 19, 42
bankruptcy,
1, 22
byelaws, 1,
25; 7 sch. 2
fraud, 1,
21
non-payment
of subscriptions, 1, 23
underwriting
members, 7, sch. 2
Execution
of documents, 304, sch. 1
Expenses
annual
reports, 326, sch. 4
appeals,
420, 2
capital
stock, 4, 7
Disciplinary
Committee, 419, 1
LloydÕs Act
1871, 1, 43
LloydÕs Act
1911, 4, 15
LloydÕs Act
1951, 6, 8
LloydÕs Act
1982, 7, 15, 18
Ombudsman,
408, 14
syndicate
accounts, 326, 6, 22, sch. 3
External
members
byelaws, 7,
sch. 4
Council, 7,
2, 3
Society, 7,
2
F
Fees. See
also Commission
agency
agreements, 310, sch. 3
annual
subscribers, 110, 9
associates,
110, 9
annual,
310, sch. 1
auctions,
331, 2
central
file, 310, 12
claims
scheme, 323, 16
companies,
310, sch. 4
co-ordinating
agents, 310, sch. 1
Council,
106, 52; 112, 33
entrance,
99, 21Ð31; 105, 1Ð6
LloydÕs
advisers, 112, 33
LloydÕs
brokers, 106, 52
managing
agents agreements, 310, sch. 4
market
certificates, 109, 7Ð8
members,
111, 53
membersÕ
agents, 310, 1
agreements,
310, sch. 1
registration,
110, 19
representatives,
110, 14, 17
run-off
companies, 114, 21
sponsors,
110, 14
substitutes,
110, 14, 17
umbrella
arrangements, 107, 27
underwriting
agents, 101, 67; 304, 15, sch. 2
winding up,
304, 15, sch. 2; 310, sch. 1
Fiduciary
duties
agency
agreements, 310, sch. 3
companies,
310, sch. 4
compensation
scheme, 413, 4
managing
agentsÕ agreements, 310, sch. 4
membersÕ
agentsÕ agreements, 310, sch. 1
Fines, 402
Fit and
proper persons
approval of
correspondents, 116, 7
companies,
111, 42
compliance
officers, 106, 7
determination
of, 422
directions
by Tribunal, 422, 3
proceedings,
422, 1
Tribunal,
422, 2
directors,
106, 7; 112, 5
LloydÕs
advisers, 112, 5, 6, 8
LloydÕs
brokers, 106, 7, 9, 11
members,
111, 6
underwriting
agents, 101, 8, 9, 11
Following
year underwriter, 336, 1Ð5, sch.
Force
majeure, 525, 33
Foreign
companies
admission,
111, 51
LloydÕs
brokers, 106, 58A
Forms, 503,
2
Council,
521, 12
indemnities,
513, sch.
meetings,
520, 9
overseas
deposits, 205, 2
Fraud
compensation
scheme, 413, 1, 3
exclusion
from membership, 1, 21
memberÕs
agents, 309, sch. 1
fraudulent
trading, 309, sch. 1
Funds at
LloydÕs, 111, 3
G
Goodwill,
325, 2, 5
Governing
law
agency
agreements, 310, sch. 2
arbitration,
414, 4, sch. 1
companies
310, sch. 4
managing
agentsÕ agreements, 310, sch. 2, 4
membersÕ
agentsÕ agreements, 310, sch. 1
Guarantees,
4, 3Ð5, 9; 6; 337, 1Ð8, sch.
agreements,
339, 2, sch. 2, 4
approval,
337, 4Ð5
arbitration,
339, sch. 2, 4
bankruptcy,
337, sch.
Board of
Trade, 6, 6
capital
stock, 4, 7
contracts,
337, 2Ð5; 339, sch. 2, 4
Council,
337, 2Ð7
deficiency,
6, 7
disputes,
339, sch. 2, 4
insolvency,
337, sch.
life business,
339, sch. 4
LloydÕs
advisers, 112, 8
LloydÕs
brokers, 313, 3; 337, 5, 7; 339, 2, 8, sch. 2, 4
managing
agents, 339, 2, 4
marine
insurance, 4, 5
non-LloydÕs
intermediaries, 313, 3, 6; 339, sch. 2, 4
PCW
syndicates, 507, 4
publicity,
337, 6
remuneration,
339, sch. 2, 4
review,
337, 7
suspension
of guarantees, 4, 12
termination,
339, sch. 2, 4
trustees,
4, 8; 6, 5
H
High level
stop loss fund, 512, 1Ð20, sch.
adjusted
overall premium limit, 523, 6
borrowing,
512, 4
cash calls,
512, 9
claims
handling, 512, 15
committee,
512, 14, 16; 523, 8
contributions,
512, 3
documents,
512, 15
establishment,
512, 2
final
adjustment, 512, 10
indemnities,
512, 7Ð9, 11Ð15; 523, 3Ð4
information,
512, 15
managers,
512, 5
managing
agents, 523, 5
New Central
Fund, 523, 7
overall
loss, 523, 5, 6
personal
reinsurance, 512, 11
personal
stop loss reinsurance, 512, 11
procedure,
523, 8
qualifying
losses, 512, 3, 10Ð11; 523, 4
recoveries,
512, 13
resigning
members, 512, 12
surplus,
512, 6; 523, 7
underwriting
members, 512, 3
years of
account, 523, 5
winding up,
523, 1Ð10
Holding
companies, 7, 2; 101, 53; 111, sch.
Honorary
members, 99, 19; 111, 2
I
IBAs, 106,
22Ð27
Incorporation
LloydÕs, 1,
3
societies,
other, of, 1, 39
Indemnities
arbitration,
339, sch. 3
claims
scheme, 323, 2
Council, 7,
sch. 2; 513, 1Ð3, sch.
disputes,
339, sch. 3
form of
deed, 513, sch.
high stop
loss level fund, 512, 7Ð9, 11Ð15; 523, 3Ð4
interim,
512, 8
LloydÕs
brokers, 313, 5; 339, 3; sch. 3
managing
agents, 339, 3, sch. 3
motor
insurance, 339, sch. 3
non-LloydÕs
intermediaries, 313, 5
provisional,
512, 9
remuneration,
339, sch. 3
termination,
339, sch. 3
trustees,
1, 37
Individual
members. See also Individual registration
disclosure
of interests, 302, 1
conditions,
111, 6
multiple
syndicates, 311, 10
penalties, 418,
sch. 2
Individual
registration, 115, 1, sch. 4
amendment,
115, sch. 1
appeals,
115, sch. 1; 420, sch. 3
application,
115, sch. 1
confidentiality,
115, sch. 1
Council,
115, 1Ð2, sch. 1
criteria,
115, sch. 1
determination
of the application, 115, sch. 1
duties,
115, sch. 1
general
principles, 115, 1
general
provisions, 115, sch. 1
interpretation,
115, 4, sch. 2
notices and
service, 115, sch. 1
register,
the, 115, 2
regulated
functions, 115, sch. 3
review,
115, sch. 1
rules, 115,
3, sch. 1
termination,
115, sch. 1
time, 115,
sch. 1
transitional
provisions, 115, sch. 1
Information,
417, 1Ð6, sch. 1Ð2. See also Confidentiality, Documents, Price sensitive
information, Reports
accounts,
111, 33
agency
agreements, 310, sch. 3
annual
reports, 326, 8, 14, sch. 4
approval of
correspondents, 116, 6
auditors,
204, 14
Australia,
316, 5Ð6
cargoes, 1,
33
Central
Fund, 506, 4
claims
scheme, 323, 15
Committee
of LloydÕs, 101, 57
companies,
204, 10; 301, 1Ð3; 310, sch. 4
confidentiality,
525, 23
Council,
105, 3; 106, 49l; 107, 24; 111, 52, 54A; 112, 32; 335, 4A
disclosure
of interests, 302, 4, 6
high stop
loss level fund, 512, 15
inquiries,
400, 6Ð7
LloydÕs Act
1982 byelaw, 301, 1Ð3
LloydÕs
advisers, 112, 3, 6Ð7, 10, 18, 20, 26Ð28, 31, 32
LloydÕs
brokers, 106, 5, 10, 13, 15, 42, 43, 49; 301, 1; 339, 8
managing
agents, 301, 2; 306, 9; 310, sch. 2, 4; 311, 20; 339, 7
MAPA, 326,
sch. 5; 334, 2
members,
99, 79; 111, 7, 8, 11, 52, 54A; 503, 4
membersÕ
agents, 309, 2; 316, 5
agreements,
310, sch. 1Ð2
mergers,
332, sch. 1
minority buy-outs,
332, sch. 2
multiple
syndicates, 311, 20
New Central
Fund, 522, 14
Ombudsman,
408, 12
partnerships,
301, 1Ð3
penalties,
418, sch. 2
power to
require production, of, 417, 2
provision
of accounting, 525, 21
publication,
4, 4; 6
reconstruction
and renewal, 519, 2
related
parties, 306, 9
shipping,
1, 33
solvency
reporting, 204, 10, 14
statements
of principle, 332, sch. 5
storage and
distribution, 525, 22
subscribers,
99, 79
substitute
agents, 300, 2
syndicate
accounts, 326, 2, 4
syndicate
cessation, 332, sch .4
syndicate
premium income, 201, 4; 335, 4A
umbrella
arrangements, 107, 6, 8Ð9, 13, 20, 21Ð27
underwriting
agents, 101, 6, 55, 57, 64Ð65; 204, 10; 302, 6; 304, sch. 2; 330, sch. 2
Injunctions,
402
Inquiries,
400, 1Ð7; 407, 10; 417, 4
Insolvency.
See also Bankruptcy, Winding up
appeals,
420, 3
claims
scheme, 323, 4
compensation
scheme, 413, 2, 5
Disciplinary
Committee, 419, 4
European
Union, 111, 46
fraudulent
trading, 309, sch. 1
guarantees,
337, sch.
meetings,
520, 6
members,
111, 46
membersÕ
agency agreements, 310, sch. 1
notification,
304, 14
suspension,
504, 1
underwriting
agents, 304, 14Ð15
wrongful
trading, 309, sch. 2
Insurance
BrokersÕ Registration Council, 107, 22
Insurance
Ombudsman Bureau, 411, 1Ð5, sch.
awards,
411, sch.
Council,
411, 3
information,
411, 4
investments,
411, sch.
membership,
411, 2
powers and
duties, 411, sch.
proceedings,
411, 3
syndicates,
411, 2
underwriting
members, 411, 2
Insurance
services, 525, 2Ð4
conditions
and requirements, 525, 4
provision,
525, 2
use of by
members, 525, 3
Interest
rates, 310, 9
Intermediaries.
See also Agents, LloydÕs brokers, Non-LloydÕs intermediaries
Pool Re,
321, 1Ð2
run-off
accounts, 315, 1Ð3
specification,
315, 2
Interpretation.
See Words and phrases
Introductory
commission, 111, 8, sch.; 309, sch. 1
Introductory
test, 104, 1Ð4
Investigations,
400, 1Ð7; 407, 2Ð12. See also Ombudsman
Investments
annual
reports, 326, sch. 4
calendar
year investment yield, 326, sch. 4
Central
Fund, 506, 6
Insurance
Ombudsman Bureau, 411, sch.
managing
agents, 326, sch. 6
New Central
Fund, 522, 7
powers, 99,
83; 503, 9
price
sensitive information, 328, sch. 2
syndicate
accounts, 326, sch. 3
underwriting
agents, 304, 5
Issue of
proceedings, 402
J
Japan, 523,
1Ð6
Jurisdiction
agency
agreements, 310, sch. 2
companies,
310, sch. 4
managing
agentsÕ agreements, 310, sch. 2, 4
membersÕ
agency agreements, 310, sch. 1
overseas,
333, 8
pre-emption
offers, 333, 8
underwriting
agents, 304, 24, sch. 2
L
Laws,
compliance
with, 525, 31
Legal
proceedings. See Actions
Liabilities,
1, 4
annual
reports, 326, sch. 4
Central
Fund, 506, 10
limitation
of liability, 1, 40
New Central
Fund, 522, 11Ð12
novation,
310, sch. 3, 4; 336, 5
Society of
LloydÕs, 7, 14
solvency
reporting, 204, 9, sch. 1
trustees,
1, 38
undertakings,
304, 9
underwriting
agents, 304, 9
valuation,
204, 9
Libel or
slander, 7, 14
Life
business
agreements,
339, sch. 4
commercial,
101, sch. 1; 339, 6
guarantees,
339, sch. 4
non-LloydÕs
intermediaries, 313, sch. 1; 339, 6
temporary
cover, 339, 6
Limitation
of liability, 1, 40
Limitation
periods. See Time limits
Line slips,
311, sch. 1
LloydÕs,
incorporation, 1, 3
LloydÕs
advisers, 112, 1Ð38
accounts,
112, 17Ð24, 31
annual
returns, 112, 29
appeals,
112, 9; 420, sch. 3
assets,
112, 16
audits,
112, 24Ð28
breaches,
112, 21
codes of
practice, 112, 6, 12, 14
companies,
112, 3, 24
compliance
officers, 112, 8, 11, 12, 31
conduct of
business, 112, 12Ð15
confidentiality,
112, 26
controllers,
112, 6, 11, 31
Council,
112, 4, 10, 22Ð23, 32Ð33, 35Ð36
declarations,
112, 20
directors,
112, 8, 11, 12
disciplinary
proceedings, 112, 14
disclosure,
404, 2A
documents,
112, 3, 6Ð7, 26, 28
European
Union, 112, 18, 24Ð25, 29
fees, 112,
33
financial
provision, 112, 16Ð30
fit and
proper persons, 112, 5, 6, 8
guarantees,
112, 8
information,
112, 3, 6Ð7, 10, 18, 20, 26Ð28, 31Ð32
managers,
112, 8, 11
membersÕ
agents, 112, 34
mergers,
332, sch. 1
misconduct,
112, 3
notices,
112, 31, 37
partnership,
112, 3, 5, 8, 11, 12, 24
professional
indemnity insurance, 112, 30
records,
112, 15
registration,
112, 2Ð9
applications,
112, 3
conditions,
112, 6
criteria,
112, 5
Council,
112, 4
review,
112, 4, 6Ð7
removal,
112, 4, 6, 8
remuneration,
112, 28
reports,
112, 22, 25
returns,
112, 29
service of
process, 112, 37
statements
of principle, 332, sch. 5
supplementary
statements, 112, 19
suspension,
403, 5A
terms of
business, 112, 13
transfer,
341, 2
undertakings,
112, 6, 8, 11, 12, 26
LloydÕs
Arbitration Scheme, 310, sch. 1Ð2, 4
LloydÕs
brokers, 123
annual
subscribers, 110, 3, 9
appeals,
420, sch. 3
approval of
correspondents, 116, 6Ð7, 10Ð12
associated,
with, 101, 1; 301, 1
binding
authorities, 314, 2, sch. 1; 340, 2<z:jv222,333,333>
byelaws, 7,
sch. 2
claims
scheme, 323, 13, 15
companies,
7, 12
Council,
123, 3, 9
disciplinary
proceedings, 7, sch. 2
disclosure,
404, 2
divestment,
123, 10
existing,
123, 12
fees, 123,
9
grouping,
101, 8A
guarantees,
313, 3; 337, 5, 7; 339, 2, 8, sch. 2, 4
indemnities,
313, 5; 339, 3, sch. 3
individuals,
7, 12
information,
301, 3; 339, 8
managers,
7, 2
managing
agents, 7, 10Ð11; 101, 14; 339, 2Ð3
memberÕs
agents, 309, sch. 1
non-LloydÕs
intermediaries, 313, 3Ð6, sch. 1
original,
116, sch.
partnerships,
7, 12
powers of
the Council, 123, 3
professional
indemnity insurance, 123, 6
reconstruction
and renewal, 519, 11A, 12
registration,
100, 5; 123, 1
additional
requirements, 123, 5
application
for, 123, 2
criteria,
123, 4
removal,
123, 8
review,
123, 7
remuneration,
339, sch. 2Ð4
restrictions,
7, 10
review
powers, 406, 2, 3
subscriptions,
99, 25
suspension,
403, 5Ð6; 407, 12
underwriting
agents, 101, 1, 8A, 9, 14, 44, 53
unregistered
persons, 123, 11
LloydÕs
Claim Office, 323, 3Ð12
LloydÕs
Japan Inc, 524, 1Ð6, sch.
LloydÕs
Market Certificate. See Market Certificates
LloydÕs
Policy Signing Office
amendments,
527, 20, sch. 2
authorisation
to transfer, 527, 2
commencement,
527, 21
conditions
and requirements, 527, 5
confidentiality
of information, 527, 10
interpretation,
527, 1, sch. 1
Policy
Signing Services, 527, 6
power of
the Council,
cumulative,
527, 19
to
prescribe charges and expenses, 527, 11
power to
enter into agreements etc., 527, 13
powers to
prescribe etc., 527, 18
prescribed
insurance documents, 527, 7
provision
of information, 527, 8
provision
of services, 527, 3
regulations,
codes of practice and manuals, 527, 12
Scottish
limited partnerships, 527, 17
service of
notices, 527, 16
storage and
distribution of information, 527, 9
use of
services, 527, 4
variation
of services, 527, 14
withdrawal
of a service, 527, 15
Long term
business
annual
reports, 326, sch. 4
members,
111, 4
LPSO. See
LloydÕs Policy Signing Office
Lutine,1,
35
M
Maintenance
of byelaws and regulations, 502
Major
syndicate transactions, 332, 1Ð11, sch. 1Ð5
appeals,
332, 7; 420, sch. 3
arrangements,
332, 6
cessation,
332, 4, sch. 4
conversion,
332, 6
Council,
332, 8
information,
332,
managing
agents, 332, 2Ð3
mandatory
offers, 332, 3, sch. 3
mergers,
332, 1, 4, sch. 1
minority
buy-outs, 332, 2, sch. 2
statements
of principle, 332, 5, sch. 5
underwriting
agents, 332, 3
years of
account, 332, 1Ð4
Maladministration,
408, 7
Managers
Central
Fund, 506, 6
high stop
loss level fund, 512, 5
LloydÕs
advisers, 112, 8, 11
LloydÕs
brokers, 7, 2; 106, 7
memberÕs
agents, 309, sch. 2
New Central
Fund, 522, 7
regulation,
310, sch. 3
run-off
companies, 101, 1, 8, 53; 109; sch.; 306, sch. 1; 310, sch. 4
undertakings,
112, 11
Managing
agents
accounts,
310, 13, sch. 4
actions,
310, sch. 4
agreements,
310, 5, 11B, 13, 15, sch. 1Ð3, 4
commencement,
310, sch. 3 , 4
duration,
310, sch. 4
termination,
310, sch. 3
variation,
310, sch. 2, 4
annual
returns, 326, 7, 11Ð16
appointment,
310, sch. 3 , 4
arbitration,
310, sch. 3, 4
assignment,
310, sch. 4
associated,
with, 101, 1
borrowing,
310, sch. 3, 4
care and
skill, 310, sch. 4
Central
Fund contributions, 310, sch. 4
claims
scheme, 323, 2, 4, 14
commission,
310, 1, sch. 4
companies,
310, sch. 4
confidentiality,
310, sch. 2, 4
construction
of references to, 311, sch. 1
contracts,
310, sch. 4; 325, 2
control,
310, sch. 4; 339, 5
cumulative
powers, 346, 9
delegation,
310, sch. 4; 323, 4
disclosure,
302, 1Ð2, 4; 310, sch. 2 , 4
documents,
339, 4
duties,
310, sch. 2, 4; 339, 2Ð3
Equitas,
310, sch. 2; 519, 5, 10
errors and
omissions, 326, sch. 6
fees, 310,
1, sch. 4
fiduciary
duties, 310, sch. 4
following
year underwriting, 336, 3Ð5
goodwill,
325, 2
governing
law, 310, sch. 2, 4
grouping,
101, 8A; 106, 8
guarantees,
339, 2, 4
high level
stop loss fund, 523, 5
indemnities,
339, 3, sch. 3
information,
301, 1Ð2, 306, 9; 310, sch. 2, 4; 311, 20; 339, 7
investments,
326, sch. 6
joint
applications, 311, 11
jurisdiction,
310, sch. 2, 4
LloydÕs
brokers, 7, 10Ð11; 101, 14; 106, 8, 14; 339, 2
LloydÕs
Policy Signing Office, 310, sch. 4; 339, 4
MAPA, 309,
sch. 6; 310, sch. 4; 326, sch. 6
membersÕ
agents agreements, 310, sch. 1
mergers,
332, 1, sch. 1
minority
buy-outs, 332, sch. 2
monitoring,
335, 2
motor
insurance, 339, 2, 3
multiple
syndicates, 311, 2, 4Ð11, 13, 15, 20, sch. 1; 326, sch. 8
non-LloydÕs
intermediaries, 339, 2; 339, 5, 6, 7
notices,
310, 11B, sch. 2, 4
novation,
310, sch. 4
obligation
to make, 346, 2
participations,
310, 15, sch. 4
personal
lines business, 339, 2
personal
stop loss reinsurance, 338, 5Ð9
pooling
arrangements, 310, sch. 4
powers,
310, sch. 4; 339, 2Ð5
powers of
attorney, 310, sch. 1 , 4
pre-emption
offers, 333, 2Ð7
profits,
310, sch. 4
property,
310, sch. 4
records,
310, sch. 4
registration,
101, 16
reinsurance,
close, to,
310, sch. 4
resume,
326, sch. 6
regulation,
310, sch. 3, 4
related
parties, 306, 3, 7Ð8, 9, sch. 1
remuneration,
310, sch. 4
reports,
310, sch. 2, 4 ; 312, 13
restrictions,
7, 11
revocations,
346, 10
run-off,
114, 2, 17Ð20, 22; 310, sch. 4; 312, 3Ð15; 326, sch. 6
sales, by,
325, 2
services,
310, 1, sch. 4
solvency
reporting, 204, 2Ð3, sch. 1
statements
of principle, 332, sch. 5; 346, 7
substitute
agents, 310, sch. 2, 4
syndicate
accounts, 326, 4, sch. 6
Syndicate
and Arbitration Agreement, 310, sch. 2
syndicate
cessation, 332, sch. 4
syndicate
meetings, 324, 3, 5
syndicate
premium income, 201, 2, 4; 310, sch. 2; 338, 5
syndicates,
310, sch. 4
taking over
provisions, 310, 13, sch. 4
taxation,
310, sch. 4
transfers,
341, 2
trusts,
310, sch. 3, 4
umbrella
arrangements, 107, 9, 30
underwriting
agents, 101, 14, 16
underwriting
members, 310, sch. 2
underwriters,
101, 1, 3Ð4, 8Ð16, 19Ð21, 24, 29, 33, 50, 52BÐ53A, 57A
waiver of
requirement to make, 346, 6
years of
account, 310, sch. 4; 326, sch. 6
Mandatory
offers, 332, 3, sch. 3
cumulative
powers, 346, 9
obligation
to make, 346, 2
revocations,
346, 10
statements
of principle, 346, 7
waiver of
requirement to make, 346, 6
MAPA, 309,
8Ð11; sch 1.; 322, 1Ð8
agentsÕ
agreements, 310, 1, 10, 14, sch. 3
annual
reports, 309, 8Ð9; 326, 7, 8, 9Ð10, 14, 16, sch. 4; 334, 2, sch. 2
auctions,
331, 2
auditors,
334, sch. 2
audits,
309, 9
brochures,
309, 4, 10, sch. 6
capacity,
309, sch. 6
companies,
310, sch. 4
composition,
309, sch. 6
concentrations,
322, 3
Council,
322, 7
directors,
322, 5; 334, sch. 2
information,
326, sch. 5; 334, 2
managing
agents, 309, sch. 6; 326, sch. 6
membersÕ
agents, 309, 4, 8Ð10, sch. 1, 6
agreements,
310, sch. 1, 4
mergers,
332, sch. 1
notification,
309, sch. 6
operation,
322, 2
partnership,
322, 5; 334, sch. 2
participation,
322, 4
personal
accounts, 326, sch. 5
pre-emption
offers, 333, 2, 4Ð7
reports,
334, 1Ð4, sch. 1Ð2
seven year
summary, 309, sch. 6
statements
of principle, 332, sch .5
syndicate
cessation, 332, sch. 4
syndicate
meetings, 324, 8
syndicates,
309, sch. 6; 322, 2Ð4
years of
account, 309, 10, sch. 6; 326, sch. 5
Marine
insurance
guarantees,
4, 5
marine open
cargo cover, 116, sch; 314, sch.
Market
certificates, 109, 1Ð11
awards,
109, 7
examinations,
109, 2, 5Ð9
exemptions,
109, 2Ð4
fees, 109,
7Ð8
Materiality,
302, 4
Medals, 99,
85; 503, 12
Meetings.
See also Syndicate meetings
accounts,
99, 43
adjournment,
520, 12
advertisements,
520, 4
annual,
514, 3; 520, 1Ð18, sch. 1Ð2
attendance,
520, 13
ballot
papers, 520, 9, 14
bankruptcy,
520, 6
byelaws, 7,
6, sch. 2
Central
Fund, 514, 3
Chairman,
99, 34; 520, 11
Committee,
99, 44Ð65; 521, 25
companies,
520, 7
Council,
421, sch. 2; 521, 25
deceased,
520, 6
documents,
520, 9
extraordinary
general, 99, 33; 514, 3; 520, 1Ð18, sch. 1Ð2
forms, 520,
9
general,
99, 32Ð43; 114, sch. 1
insolvency,
520, 6
members, 7,
sch. 4
notice, 4,
14; 99, 36, 50; 520, 1Ð5, 9
ordinary,
99, 32
procedure,
520, 12, 15
proxies,
514, 3; 520, 4, 8
quorum, 7,
sch. 2; 99, 44; 514, 3; 520, 10
records,
99, 40, 63; 520, 15
resolutions,
520, 5
run-off,
114, sch. 1; 312, 11, 14
scrutineers,
99, 39, 52; 520, 16
service of
process, 520, 9
special,
99, 58
sub-committees,
99, 60
suspension
of members, 4, 12
time
limits, 7, sch. 4; 520, 3
voting, 1,
18; 99, 35, 37Ð38, 42, 51, 54; 514, 3; 520, 6Ð9, 13Ð14
weekly, 99,
58
Members,
319, 1Ð57, sch. See also Admission, External members, MembersÕ agents,
Nominated members, Non-underwriting members, Ombudsman, Suspension,
Underwriting members
appeals,
420, sch. 3
bankruptcy,
7, 9
accounts,
111, 14, 32Ð39
actions,
111, 55
admission,
111, 6Ð11
annual
returns, 111, 16
applications,
111, 3
approved
credit institutions, 111, sch.
assets,
111, 5
audits,
111, 32Ð39
bankruptcy,
111, 46
breach, 111,
19
categories,
111, 2
central
file, 111, 50, sch.
Central
Fund, 111, 3, sch.; 514, 2
cessation
for not underwriting, 111, 41, 48
changes,
111, 14
classes,
111, 2
commission,
111, 8
companies,
111, 2, 6, 10, 12, 15Ð16, 42, 50Ð51, 55
compensation
scheme, 413, 1Ð120
compliance,
111, 16, 18, 32Ð39, 53
conditions,
111, 3Ð4, 6, 45
connected
companies, 111, 6
continuing
requirements, 111, 12Ð19
controllers,
111, 3, 6, 16
Council, 7,
3; 111, 3, 44, 53Ð5A
criminal
offences, 111, 43
declarations,
111, 15, 53
deposits,
111, 4Ð5
disclosure,
111, 8
documents,
111, 3, 11
elections,
7, sch. 4
European
Union, 111, 16, 46
exclusion,
1, 20; 1, 42
false or
misleading statements, 111, 9
fees, 105,
2; 111, 53
fit and
proper persons, 111, 7, 42
foreign
bodies, 111, 51
funds at LloydÕs,
111, 4
honorary,
99, 19; 111, 2
information,
99, 79; 111, 7, 8, 11, 52; 503, 4
insolvency,
111, 46
limitation
of liability, 1, 40
list, 503,
11
LloydÕs
advisers, 111, 13
long term
business, 111, 4
meetings,
7, sch. 4
mergers,
332, sch. 1
minority buy-outs,
332, sch. 2
misconduct,
111, 45
name of
LloydÕs, 111, 17
notices, 4,
14; 111, 44, 49, 55
overseas
deposits, 205, 1Ð4
partnerships,
111, 6, 51A
pre-emption
offers, 333, 2
reconstruction
and renewal, 519, 14
registration,
7, sch. 1; 100, 1Ð13; 353
relevant,
resignation,
111, 40; 512, 12
retirement,
1, 8
revocation
of membership, 111, 43Ð48
risk
avoidance, 111, 25Ð31
Scotland,
111, 51A
service of
process, 111, 55
set-off,
111, 49
Society, 7,
2
solvency
reporting, 204, 8
sponsorship,
111, 7, 13
subscriptions,
105, 2
arrears,
99, 30
suspension,
403, 3
syndicate
cessation, 332, sch. 4
undertakings,
111, 3
war, 111,
47
working, 7,
2, 5
MembersÕ
agents. See also MAPA
actions,
309, sch. 2; 310, sch. 1
agreements,
310, 11A; sch. 1
commencement,
310, sch. 1
termination,
310, sch. 1
variation,
310, sch. 1
annual
reports, 309, 8Ð9, sch. 1; 326, 16
appointment,
310, sch. 1
arbitration,
309, sch. 2; 310, sch. 1
assets,
310, sch. 1
returns,
204, 4
audits,
309, 9; 310, sch. 1
Australia,
316, 1Ð8, sch.
authority,
310, sch. 1
bankruptcy,
310, sch. 1
brochures,
309, 4, 6, 10, sch. 1
care and
skill, 310, sch. 1
Central
Fund, 309, sch. 1; 310, sch. 1
commission,
309, sch. 1; 310, sch. 1
confidentiality,
310, sch. 1
contracted
syndicates, 310, sch. 1
contracts,
309, 6; 310, sch. 1; 325, 5
co-ordinating,
204, 7, sch. 1; 310, 1, 7Ð8, sch. 1
Council,
309, 12; 310, sch. 1
criminal
offences, 309, sch. 2; 310, sch. 1
delegation,
310, sch. 1 Ð2
directors,
101, 38; 309, sch. 1Ð2
disciplinary
proceedings, 309, sch, 2; 310, sch. 1
disclosure,
302, 1, 3, 7; sch. 1
documents,
310, sch. 1
duties,
201, 3; 310, sch. 1Ð2
Equitas,
310, sch. 1
fees, 310,
sch. 1
fiduciary
duties, 310, sch. 1
files, 309,
5
fraudulent
trading, 309, sch. 2
goodwill,
325, 5
governing
law, 310, sch. 1
groups of
companies, 309, sch. 1, sch. 2
illustrative
participations, 309, 12, sch. 1
independence,
309, sch. 1
information,
309, 1Ð13, sch. 1; 310, sch. 1Ð2; 316, 5
insolvency,
310, sch. 1
interests,
309, sch. 1
investments,
310, sch. 1
jurisdiction,
310, sch. 1
LloydÕs
advisers, 320, 12, 34
LloydÕs
brokers, 106, 8; 309, sch. 1
managers,
309, sch. 2
managing
agents, 310, sch. 1
MAPA, 309,
4, 8Ð11, sch. 1, 4; 310, sch. 1
mergers,
332, sch. 1
multiple
syndicates, 311, sch. 1
notices,
310, 11A, sch. 1
notification,
309, 11
participations,
310, sch. 1
partnerships,
309, sch. 1, 2; 310, sch. 1
performance,
309, sch. 2
personal
reserves, 310, sch. 1
personal
stop loss reinsurance, 338, 4, 6, 7
policy
statements, 309, sch. 2
powers,
310, sch. 1
powers of
attorney, 310, sch. 1 Ð2
pre-emption
offers, 333, 3
prescribing
dates, 309, 12
property,
310, sch. 1
records,
310, sch. 1
regulation,
310, sch. 1
reinsurance,
309, sch. 1; 310, sch. 1
relevant
dates, 309, 7, sch. 1
relevant
years, 309, 7
remuneration,
302, 1; 310, sch. 1
reports,
309, 2, 4, 5, 6, 8Ð11, sch. 1; 316, 4
reserves,
310, sch. 1
run-off,
309, sch. 1
sales, by,
325, 5
service of
process, 310, sch. 1
services,
310, 1, sch. 1
solvency
reporting, 204, 4, 12, sch. 1
standard
agreements, 310, 1
statements
of principle, 332, sch. 5
subscriptions,
310, sch. 1
substitutes,
310, sch. 1
suspension,
310, sch. 1
syndicate
accounts, 326, 19
syndicate
cessation, 332, sch. 4
Syndicate
and Arbitration Agreement, 310, sch. 3
syndicate
premium income, 201, 3, 4; 310, sch. 1; 335, 5
syndicate
relationships, 309, 3, 5, sch. 2, 3
syndicates,
309, sch. 4; 310, sch. 1
taxation,
310, sch. 1
transfer,
341, 2
trusts,
310, sch. 1
underwriting
agents, 101, 1, 3Ð4, 8, 11, 13, 35Ð49, 52; 304, sch. 1
underwriting
members, 309, sch. 1, 2, 3; 310, sch. 1
winding up,
309, sch. 2; 310, sch. 1
wrongful
trading, 309, sch. 2
years of
account, 309, 10, sch. 1, 2; 310, sch. 1
Mergers,
310, sch. 1; 332, 1, 4, sch. 1
Minority
buy-outs, 332, 2, sch. 2
Minors, 99,
6, 9, 12
Misconduct
appeals,
420, 3
disciplinary
Committee, 418, 2Ð3, sch. 2; 419, 4
individual
registration, 115, sch. 1(5), sch. 2
inquiries,
400, 1
LloydÕs
advisers, 112, 3
LloydÕs
brokers, 106, 53
members,
111, 25
multiple
syndicates, 311, 2
penalties,
418, 1Ð6, sch. 1Ð2
reporting,
412, 1Ð3
umbrella
arrangements, 107, 28
Modified
arbitration procedure, 414, 4
Monitoring
managing
agents, 335, 2; 339, 2
personal
stop loss reinsurance, 338, 5
syndicate
premium income, 335, 1Ð7
Motor
insurance
binding
authority, 314, sch.
commercial,
313, 4, sch. 1; 314, sch.; 339, 2, 6
green card,
314, sch.
indemnities,
339, sch. 3
managing
agents, 339, 2Ð3
non-LloydÕs
intermediaries, 313, 4, sch. 1; 339, 6
temporary
cover, 339, 6
Multiple
syndicates, 311, 1Ð22, sch. 1Ð2
agents,
311, 2
annual
reports, 326, 7, 13, 16
appeals,
311, 16; 420, sch. 3
binding
authority, 311, 3, sch. 1
companies,
311, 8
connected
persons, 311, sch. 1
consent,
311, 7, 10Ð16
consortium,
311, 3, sch. 1Ð2
directors,
311, 20
disclosure,
311, 9
distressed
syndicates, 311, 6
individuals,
311, 10
information,
311, 20
joint
applications, 311, 11
line slips,
311, sch. 1
misconduct,
311, 2
managing
agents, 311, 2, 4Ð11, 13, 15, 20, sch. 1; 326, sch. 8
membersÕ
agents, 311, sch. 1
mirror
syndicates, 311, 5
new
syndicates, 311, 8, 9
permission
to act for, 311, 1Ð9
reinsurance,
17Ð19
close, to,
311, 4, sch. 1
remuneration,
311, 5
restrictions,
311, 3
risks, 311,
4
run-off
syndicates, 311, 6
syndicate
accounts, 326, sch. 8
underwriting
agents, 311, 2Ð9
years of
account, 326, sch. 8
Multi-slip
placings, 323, 6
N
Name of
LloydÕs, 111, 17
Names. See
Underwriting members
New Central
Fund, 310, sch. 1; 522, 1Ð17, sch. 1Ð3
application,
522, 8Ð12
assets,
522, 3, 9, 11
borrowing,
522, 6
constitution,
522, 2
contributions,
522, 4, 10, 13, sch. 2
costs, 522,
12
Council,
522, 15
Equitas,
522, 8
establishment,
522, 2
information,
522, 14
investments,
522, 7
liabilities,
522, 11Ð12
managers,
522, 7
non-payment,
522, 13
reconstruction
and renewal, 522, 15
refunds,
522, 10, sch. 2
service of
process, 522, 12
undertakings,
522, 5, 15
1994 Claims
Scheme. See Claims scheme (1994)
Nominated
members, 7, 2; 7, 3
Non-LloydÕs
intermediaries, 313, 1Ð8, sch. 1
acceptance
of business directly from, 313, 2
commercial
motor insurance, 313, 4, sch. 1
construction
of references to, 313, sch. 1
contracts,
313, sch. 1
Council,
313, 6
guarantees,
313, 3, 6; 339, sch. 2, 4
indemnities,
313, 5
life
business, 313, sch. 1; 339, 6
LloydÕs
brokers, 313, 3Ð6, sch. 1
managing
agents, 313, sch. 1; 339, 2, 5, 6, 7
motor
business, 339, 6
personal
lines business, 313, 2, sch. 1; 339, 6
related
LloydÕs entity, 313, 4Ð5, sch. 1
remuneration,
339, sch. 2, 4
temporary
cover, 313, sch. 1; 339, 6
underwriting
members, 313, 4
Non-underwriting
members, 99, 73
admission
of members, 99, 5
readmission,
99, 71
Notices,
99, 86; 503, 2, 3
admission
of members, 99, 3
agentsÕ
agreements, 310, 11AÐ11B, sch. 3
amendment
of byelaws, 7, 6
appeals, 4,
12; 420, sch. 2
auctions,
331, 3
clearance,
101, 1, 10
companies,
310, sch. 4
compensation
scheme, 413, 9
copying,
99, 84
Council,
521, 5, 12
Disciplinary
Committee, 419, sch. 2
individual
registration, 115, sch. 1
insolvency,
304, 14
LloydÕs
advisers, 112, 31, 37
LloydÕs
brokers, 106, 48, 55, 60
managing
agentsÕ agreements, 310, 11A, sch. 3, 4
MAPA, 309,
sch. 6
meetings,
4, 14; 99, 36, 50; 520, 5, 9
members, 4,
14; 111, 44, 50, 55
membersÕ
agents, 309, 11; 310, 11A, sch. 1
agreements,
310, sch. 1
mergers,
332, sch. 1
overwriting,
335, 5; 338, 6
personal
stop loss reinsurance, 338, 6
pre-emption
offers, 333, 7
proposed
arrangements, 325, 1Ð7, sch.
registration,
100, 7
review
powers, 406, 4
service of
process, 115, sch. 1; 106, 60; 107, 31; 111, 55; 112, 37
subscriptions,
99, 28
suspension,
407, 3, 5Ð6, 12
syndicate
meetings, 324, 4Ð5
syndicate
premium income, 335, 6
umbrella
arrangements, 107, 26, 31, sch. 2
underwriting
agents, 304, 14
Novation
agency
agreements, 310, sch. 3
companies,
310, sch. 4
liabilities,
310, sch. 3, 4; 336, 5
managing
agentsÕ agreements, 310, sch. 4
O
Offers,
332, 3, sch. 3
Ombudsman,
408, 1Ð15, sch. 1Ð2. See also Insurance Ombudsman Bureau
annual
reports, 408, 13
appointment,
408, 2, 8
confidentiality,
408, 12
declining
investigation of complaints, 408, 9
deputy,
408, 5
disclosure,
408, 7
duties,
408, 7
evidence,
408, 11
expenditure,
408, 14
information,
408, 12
maladministration,
408, 7
powers,
408, 7Ð9
procedure,
408, 10
removal,
408, 6
resignation,
408, 6
staff, 408,
4
term of
office, 408, 3
Open
market, 116, sch
Options,
328, sch. 2
Overseas
deposits, 205, 1Ð4
Ownership
LloydÕs
brokers, 106, 14Ð16
underwriting
agents, 101, 13AÐ49
P
Participations
agentsÕ
agreements, 310, 14, 15, sch. 2
assignment,
310, 14, sch. 3, 4
companies,
310, sch. 4
disclosure,
111, 29
illustrative,
309, 12, sch. 1
managing
agents, 310, 15, sch. 4
MAPA, 322,
4
membersÕ
agents, 309, 12, sch. 1
agreements,
310, sch. 1
risk
avoidance, 111, 29
syndicates,
111, 29; 310, sch. 1
Partnerships,
7, 2Ð3
agency
agreements, 310, sch. 3
agreement
not to constitute, 304, 20
companies,
310, sch. 4
disclosure
of interests, 302, 1
general,
101, 1, 26Ð33, 43Ð49
information,
301, 2Ð3
limited,
101, 1, 34
LloydÕs
advisers, 112, 3, 5, 8, 12, 24
LloydÕs
brokers, 7, 12; 106, 2, 5, 7, 11, 15
managing
agentsÕ agreements, 310, sch. 4
MAPA, 322,
5; 334, sch. 2
members,
111, 6, 51A
membersÕ
agents, 309, sch. 1
agreements,
310, sch. 1
penalties,
418, sch. 2
related
parties, 306, 6; sch. 1
Scotland,
111, 51A
umbrella
arrangements, 107, 9Ð10, sch. 1
underwriting
agents, 101, 1, 8, 26Ð34, 43Ð49, 52, 53, 56; 304, 20, sch. 2
Penalties
calculation,
418, sch. 2
companies,
418, sch. 2
Disciplinary
Committee, 418, sch. 2; 419, sch. 2; 421, 2
documents,
418, sch. 2
fixed, 418,
sch. 2; 419, sch. 2
individual
members, 418, sch. 2
information,
418, sch. 2
misconduct,
418, 15, sch. 1Ð2
partnerships,
418, sch. 2
Permitted
business, 106, 17
Personal
equity plans, 328, sch. 2
Personal
injuries, 7, 14
Personal
lines business
managing
agents, 339, 2
non-LloydÕs
intermediaries, 313, 4, sch. 1; 339, 6
temporary
cover, 339, 6
Personal
reinsurance, 512, 11
Personal
stop loss reinsurance, 338, 1Ð13, sch.
appeals,
338, 12; 420, sch. 3
calculation
of amount, 338, 3
Committee
of LloydÕs, 338, 11
contracts,
338, 8
Council,
338, 7
enforcement
powers, 338, 7
high stop
loss level fund, 512, 11
limits,
338, 2, 4
managing
agents, 338, 5Ð9
membersÕ
agents, 338, 4, 6Ð7
monitoring,
338, 5
notice of
overwriting, 338, 6
registration,
338, 9Ð10
syndicate
premium income, 338, 5Ð6
syndicates,
other than
specialist personal stop loss syndicates, 338, 5Ð7
specialist,
338, 8Ð11
transfers,
341, 2
underwriting
agents, 338, 6, 7
underwriting
members, 338, 4
Pool
Reinsurance Company Limited
intermediaries,
321, 1Ð2
syndicate
premium income, 201, 1A
Pooling
arrangements. See also MAPA
agentsÕ
agreements, 310, 1
companies,
310, sch. 4
membersÕ
agents, 309, 8Ð11
agreements,
310, sch. 1, 4
reports,
309, 8Ð11
Port
agents, 503, 1
Powers of
attorney
agency
agreements, 310, sch. 3
agreements,
310, sch. 1
Australia,
316, 3
companies,
310, sch. 4
managing
agents. 310, sch. 1, 4
membersÕ
agency agreements, 310, sch. 1, 3
underwriting
agents, 304, 4
United
States, 304, 4
Pre-emption,
333, 1Ð13, sch.
acceptance,
333, 3
agency
staff, 333, 7
auction,
333, 2, 3
Council,
333, 9
documents,
333, 3
increases
in capacity, 333, 6
managing
agents, 333, 2, 3Ð7
making,
333, 3
MAPA, 333,
2, 4Ð7
members,
333, 2
membersÕ
agents, 333, 3, 6
notices,
333, 7
obligation
to make offer, 333, 2
overseas
jurisdiction, 333, 8
reductions
in capacity, 333, 5
time
limits, 333, 10
underwriting
agents, 333, 1
years of
account, 333, 2
Premiums
trust funds, 101, 57C
Price sensitive
information, 328, 1Ð3, sch. 1Ð2
clearances,
328, sch. 1
code, 328,
1, sch. 1
compliance
officers, 328, sch. 1
criminal
offences, 328, sch. 1
dealings by
relevant persons, 328, sch. 1
guidance,
328, sch. 1
investment
managers, 328, sch. 1
options,
328, sch. 1
personal
equity plans, 328, sch. 2
savings
schemes, 328, sch. 1
securities,
328, sch. 1
trustees,
328, sch. 1
Professional
advisers
claims
scheme, 323, 11
Professional
indemnity insurance
LloydÕs
advisers, 112, 30
LloydÕs
brokers, 106, 46
umbrella
arrangements, 107, 19, 21
Profits
commission,
310, 1, 10; 312, 16; 519, 10
companies,
310, sch. 4
distribution,
310, sch. 3, 4
managing
agentsÕ agreements, 310, sch. 4
run-off,
312, 16
underwriting
agents, 304, 11
Promulgation
of byelaws and regulations, 501
Property
agency
agreements, 310, sch. 3
companies,
310, sch. 4
LloydÕs
vested, in, 1, 4
managing
agentsÕ agreements, 310, sch. 4
membersÕ
agentsÕ agreements, 310, sch. 1
reconstruction
and renewal, 519, 13
Proportional
reinsurance syndicates, 347
conditions
and requirements, 347, 5
contracts,
347, 8
form and
contents, 347, 10
fees, 347,
4
host
syndicates,
eligibility,
347, 7
interpretation,
347, 1,sch. 1
operation,
347, 3
permitted
business, 347, 6
premium
income limits, 347, 9
PRB
managers, 347, 2
Proposed
arrangements, 325, 1Ð7
Q
Qualifications,
101, 50A; 113, 1Ð9
Quarterly
figures
Quorums, 1,
11; 7, sch. 2; 99, 44; 511, 1Ð5
R
Recognised
accountant, 117
appointment,
117, 11
auditor,
as,
duties,
117, 14A
disclosure
of information, 117, 12
duty to
appoint, 117
LloydÕs
Broker, by 117, 7
Syndicate,
by, 117, 6
list of,
117, 2Ð5
entry in,
117, 3Ð4
removal
from, 117, 5
removal,
117, 9
notices by,
117, 15
powers of
Council, 117, 14
reports,
117, 13
resignation,
117, 9
restrictions
on appointment, 117, 8
rights and
duties of, 117, 10
undertaking
by, 117, sch. 2
Reconstruction
and renewal, 519, 1Ð20, sch.
acknowledgement
of finality, 519, 16
agreements,
519, 15
auditors,
519, 12
commission,
519, 10
companies,
519, 11
consultation,
519, 17
contributions,
519, 11Ð12
Council,
519, 15
directions,
519, 18
disputes,
519, 8, 17
Equitas,
519, 3Ð7
financing,
519, 9Ð13
information,
519, 2
LloydÕs
brokers, 519, 11A, 12
managing
agents, 519, 10
members,
519, 14
New Central
Fund, 522, 15
powers,
519, 19
property,
519, 13
proposals,
519, 2, 9Ð14
reinsurance,
519, 10
release of
estimated profits or surpluses, 519, 9
run-off,
519, 14
settlement
arrangements, 519, 8
syndicate
accounting, 519, 14
trusts,
519, 2
umbrella
arrangements, 519, 11A
underwriting
agents, 519, 11
Recorders,
1, 26
Records
accounts,
111, 32
agency
agreements, 310, sch. 2
companies,
310, sch. 4
conclusive
evidence, as, 525, 30
Council,
521, 28
disclosure
of interests, 302, 5
LloydÕs
brokers, 106, 47
managing
agency agreements, 310, sch. 2, 4
meetings,
99, 40, 63; 520, 15
membersÕ
agency agreements, 310, sch. 1
retention,
106, 47; 107, 18
syndicate
accounts, 326, 3Ð6, sch. 2
umbrella
arrangements, 107, 18
underwriting
agents, 101, 53C
Registration.
See also Individual registration
appeals, 7,
sch. 1; 100, 8Ð9; 110, 20
annual
subscribers, 110, 2Ð10, 24
applications,
106, 5; 107, 6; 110, 4; 112, 3; 114, 6
assets,
503, 10
associates,
110, 2Ð10, 24
bankruptcy,
110, 9
binding
authorities, 340, 7
conditions,
110, 7; 114, 9
Council,
110, 5, 21; 112, 4; 114, 4Ð12
fees, 110,
19
inspection,
100, 4Ð5, 110, 2
Insurance
BrokersÕ Registration Council, 107, 22
LloydÕs
advisers, 112, 2Ð9
LloydÕs
brokers, 100, 5; 106, 2Ð13, 53
managing
agents, 101, 16
members, 7,
sch. 1; 100, 1Ð13; 353
notice,
100, 7, 9
objections,
100, 7Ð8
personal stop
loss reinsurance, 338, 9Ð10
recommendations,
110, 4
removal,
107, 11; 110, 5, 9
review,
106, 10; 110, 8
revision,
100, 6
run-off
companies, 114, 4Ð12, sch. 1
time
limits, 100, 5, 9
umbrella
arrangements, 107, 2Ð12, 22, sch. 1
underwriting
agents, 99, 87; 101, 1Ð12
Regulating
trustee, 526, 2
delegate
of, 526, 3
Regulation
agency
agreements, 310, sch. 3
companies,
310, sch. 4
managing
agents, 310, sch. 3, 4
membersÕ
agents agreements, 310, sch. 1
Reinsurance.
See also Personal stop loss reinsurance, Reinsurance to close
annual
reports, 326, sch. 4
Equitas,
519, 3Ð7, 14
managing
agents, 326, sch. 6
resume,
326, 5, sch. 2, 6
syndicate
accounts, 326, 5, sch. 2Ð3, 7
underwriting
member, 101, 59A
Reinsurance
to close, 317. See Pool Reinsurance Company Limited
agency
agreements, 310, sch. 3
companies,
310, sch. 4
inter-syndicate,
311, 19
LloydÕs
Policy Signing Office, 305, 3, sch.
managing
agents agreements, 310, sch. 4
memberÕs
agents, 309, sch. 1
agreements,
310, sch. 1 Ð2
multiple
syndicates, 311, 17Ð19, sch. 1
qualifying
premiums, 201, 1
reconstruction
and renewal, 519, 10
restrictions,
317
run-off,
312, 6, sch. 1
shared
arrangements, 311, 18
solvency
reporting, 204, sch. 1
syndicate
premium income, 201, 1
underwriting
agents, 101, 1, 8, 9; 304, 4, 5
underwritersÕ
members, 305, 2
Related
companies, 7, 2Ð3
Related
LloydÕs entity, 116, sch; 313, 4Ð5, sch. 1; 314, 3, sch. 1
Related
parties, 306, 1Ð11
Council,
306, 8
disclosure,
106, 19; 306, 10
executives,
306, 5, sch. 1
information,
306, 9<z:jv150,160,160,>
interests
in insurance companies, 306, 2, 5Ð8, sch. 1<z:jv222,333,333,>
LloydÕs
brokers, 106, 19
managing
agents, 306, 3, 7Ð8, 9, sch. 1
non-LloydÕs
brokers, 306, 4, 7, sch. 1
partnerships,
306, 6, sch. 1
run-off
managers, 306, sch. 1
transactions,
306, 3
underwriting
agents, 306, sch. 1
underwriting
members, 306, sch. 8
Remuneration.
See also Commission
agency
agreements, 310, sch. 3
annual
reports, 326, sch. 4
appeals,
420, 2
companies,
310, sch. 4
co-ordinating
agents, 310, sch. 1
Council, 7,
sch. 2; 517, 1
Disciplinary
Committee, 419, 1
disclosure
of interests, 302, 1
guarantees,
339, sch. 2, 4
indemnities,
339, sch. 3
LloydÕs
advisers, 112, 28; 339, sch. 3
LloydÕs
brokers, 106, 8, 51; 339, sch. 2, 4
managing
agentsÕ agreements, 310, sch. 4
membersÕ
agents, 302, 1
agreements,
310, sch. 1
multiple
syndicates, 311, 5
non-LloydÕs
intermediaries, 339, sch. 2, 4
substitute
agents, 300, 3
umbrella
arrangements, 107, 20
underwriting
agents, 101, 65; 304, 8, 15
Reports.
See also Annual reports, Solvency reporting
arbitration,
414, 4, sch. 1
auditors,
106, 39, 45; 111, 36; 112, 25
Australia,
316, 4Ð6
companies,
310, sch. 4
Council,
107, 23; 112, 22
disclosure
of interests, 302, 8
LloydÕs
advisers, 112, 22, 25
LloydÕs
brokers, 106, 34Ð35
managing
agents, 312, 13
agreements,
310, sch. 3, 4
MAPA, 334,
1Ð4, sch. 1Ð2
membersÕ
agents, 309, 4Ð6, 8Ð12; 316, 4
misconduct,
412, 1Ð3
pooling
arrangements, 107, 8Ð11
syndicate
accounts, 326, 19Ð20
run-off,
312, 13, 14
underwriting
agents, 101, 57
Representatives
admission,
110, 13
associates,
110, 13
Council,
110, 14
fees, 110,
14, 17
list, 110,
11Ð12, 14, 24
conditions,
110, 16
removal,
110, 17
rooms, 110,
15
umbrella
arrangements, 110, 13
Reputation.
See Fit and proper persons
Reserves
membersÕ
agents agreement, 310, sch. 1
personal,
310, sch. 1
Special
Reserve Trust Fund, 310, sch. 1
underwriting
agents, 304, 11
Resolutions
amendment
of byelaws, 7, 6
special, 7,
2
Restitution
Orders, 423, 6
basis of
order, 423, 13
conduct,
423, 7
institution
of proceedings, 423, 6
LloydÕs
Restitution Rules, 423, sch. 1
proceedings,
423, 1
settlements,
423, sch. 1
third party
experts, 423, 11
Tribunal,
423, 2
Returns.
See also Syndicate returns
assets,
204, 4Ð6, 11, sch. 1
audits,
204, 5Ð5B
companies,
111, 16; 204, 4A
filing,
111, 16
LloydÕs,
204, 4B, 5B
LloydÕs
advisers, 112, 29
LloydÕs
brokers, 106, 44, sch.
solvency
reporting, 204, 4Ð6, 11, sch. 1
syndicate
premium income, 201, 1
umbrella
arrangements, 107, sch. 1
Review
powers, 406, 1Ð5
Risk
avoidance,
111, 25Ð31
claims
scheme, 323, 3, 6Ð8
companies,
111, 30
concentration
in syndicate, 111, 27Ð28
disclosure,
111, 28Ð29
LloydÕs
brokers, 106, 19
members,
111, 25Ð31
multiple
syndicates, 311, 4
participation,
111, 29
relevant,
106, 19
restrictions
in underwriting, 111, 25
Risk Coding
Scheme, 204, 12A
solvency
reporting, 204, 12A
syndicate
premium limit, 111, 25, 28Ð29
underwriting
members, 111, 30
underwriting,
sharing in, 111, 30
Rooms, 7, 2
admission,
7, sch. 2; 110, 15; 503, 5
byelaws, 7,
sch. 2
disciplinary
proceedings, 7, sch. 2
fees, 105,
4
opening and
closing, 99, 67
representatives,
110, 15
sponsors,
110, 15
substitutes,
110, 15
Run-off,
114, 1Ð24
accounts,
114, 2Ð3, 17, sch. 1; 310, sch. 1, 3Ð4; 311, sch. 1Ð2; 312, 7
actuaries,
312, 7, 8, sch. 1
agents
agreement, 310, sch. 3
annual
reports, 326, 7, 11Ð12, sch. 4
appeals,
114, 12; 312, 20; 420, sch. 3
auditors,
312, 5, 8Ð9, 12
claims
scheme, 323, 8, 10
commission,
310, sch. 1, 3Ð4; 312, 16
communication
of decision, 312, 10
companies,
310, sch. 4; 312, 14
compliance
officers, 114, 15, sch. 1
connected,
114, sch. 1
controllers,
114, 14, sch. 1
costs, 106,
51
Council,
106, 51; 114, 2Ð21; 312, 19
delegation,
114, 2
directors,
114, 13
disclosure
of interests, 302, 1
exemptions,
312, 21
fees, 114,
21
functions,
114, sch. 2
increase in
net underwriting capacity, 312, 118
intermediaries,
315, 1Ð3
LloydÕs
brokers, 106, 14A, 51
longer
term, 114, 3, sch. 1
managers,
101, 1, 8, 53; 109, sch.; 306, sch. 1; 310, sch. 4
managing
agents, 114, 2, 17Ð22; 310, sch. 4; 312, 3Ð15, sch. 1; 326, sch. 6
meetings,
114, sch. 1; 312, 11, 14
membersÕ
agents, 309, sch. 1; 312, sch. 1
multiple
syndicates, 311, 6
new
syndicates, 312, 17
reconstruction
and renewal, 519, 14
registration,
114, 4Ð12, sch. 1
conditions,
114, 9
reinsurance
to close, 312, 6; sch. 1
related
parties, 306, sch. 1
removal,
114, 7, 11
reports,
312, 13Ð14
review,
114, 7, 10; 312, 1
decision,
of 326, 20I
powers, of,
406, 2
rules, 114,
2Ð3, 13Ð17
short-term,
114, 3, sch. 1
syndicate
accounts, 326, 5, 21
tenders,
114, 17, 19
underwriting
agents, 101, 1, 8, 9, 19, 23Ð24, 33, 50B, 53
years of
account, 101, 9; 312, 2, 4, 8; 312, 2, 8, sch. 1
Run-off
accounts,
communication
of run-off decision, 326, 20G
consultative
meeting, 326, 20H
decision to
leave year open, 326, 20E
exemptions,
326, 20K
managing
agent,
general duty
of, 326, 20A
progress
report, 326, 20J
reinsurance
to close, 326, 20D
syndicate
auditor, 326, 20C
syndicate
auditorÕs opinion, 326, 20F
unclosed
years of account,
review of,
326, 20B
S
Salvage, 1,
35
Saving
schemes, 328, sch. 2
Scotland,
111, 51A
Seal, 521,
26
Securities,
7, 12; 111, sch.; 205, sch. 1; 328, sch. 2
Security
arbitration,
414, 4, sch. 1
assets,
106, 26, 27
bank
accounts, 106, 26
LloydÕs
brokers, 106, 26, 27
requirement
for, 525, 32
Service
companies, 326, sch. 4
Service of
notices, 525, 28
Service of
process
appeals,
420, sch. 2
companies,
111, 55
Council,
521, 12
Disciplinary
Committee, 419, sch. 2
LloydÕs
advisers, 112, 37
LloydÕs
brokers, 106, 60
meetings,
520, 9
members,
111, 25, 55
membersÕ
agentsÕ agreements, 310, sch. 1
New Central
Fund, 522, 12
notices,
106, 60; 107, 31; 111, 55; 112, 37; 115, sch. 1
umbrella
arrangements, 107, 31
Set-off,
111, 25
Settlement.
See Claims scheme (1994)
Shares
capital,
105, 1
underwriting
agents, 101, 1
Shipping,
1, 33. See also Salvage
Singapore,
348
Single
member corporate syndicates,
special
measures, 326, 21A
Slips
claims
scheme, 323, 6
multi-slip
placings, 323, 6
Society of
LloydÕs
external
members, 7, 2
liabilities,
7, 14
members, 7,
2
objects, 1,
10; 4, 3Ð4
working
members, 7, 2
Solvency
reporting, 204, 1Ð16
accounts,
204, 3, 12, 14
actuaries,
204, sch. 1
annual
reports, 204, sch. 1
assets,
returns,
204, 4Ð5B, 11, sch. 1
valuation,
204, 9
audits,
204, 3, 5Ð5B, 14, sch. 1
Central
Fund, 204, sch. 1
companies,
204, 4AÐ5A, 7A, 12, sch. 1
information,
204, 10, 14
liabilities,
204, 9, sch. 1
LloydÕs,
204, 4B, 5BÐ6
long term
business, 204, sch. 1
managing
agents, 204, 2Ð3, 12, sch. 1
members,
204, 8
membersÕ
agents, 204, 4Ð5, 6Ð7
risk coding
system, 204, 12A
shortfall,
204, 7A, 9, sch. 1
solvency
test, 204, 2Ð4A, 10Ð11, sch. 1
statements,
204, 6Ð7A, 8, 11, sch. 1
suspension,
407, 6
syndicate
returns, 204, 2Ð3, sch. 1
systems and
procedures, duty to maintain, 204, 12
time
limits, 204, 13
underwriting
agents, 204, 10
valuation,
204, 9
year of
account, 204, 2, sch. 1
Sponsors
admission,
110, 15
fees, 110,
14
individual
registration, 115, sch. 1(1), (7), (8), sch. 2
members,
111, 7, 13
rooms, 110,
15
Stamp,
imitation of, 1, 31
Statements
of principle, 332, 5, sch. 5
Stop loss.
See High level stop loss fund, Personal stop loss reinsurance
Subrogation,
413, 16
Subscribers.
See also Annual subscribers
admission,
99, 13; 110, 18
bankruptcy,
99, 80
entrance
fees, 99, 21Ð31
exclusion,
99, 80Ð81
information,
99, 79
intelligence,
for, 99, 13; 110, 1, 18
Subscriptions,
99, 21Ð31, 72; 105, 1Ð6; 310, sch. 1; 331, 2; 510, 3
Subsidiaries
agency
agreements, 310, sch .3
LloydÕs
brokers, 106, 44, 57
umbrella
arrangements, 107, 29, sch. 1
Substitutes
admission,
110, 13
agents,
101, 1, 58; 300, 1Ð4; 304, sch. 2
agreements,
310, sch. 3
appeals,
420, sch. 3
appointment,
310, sch. 3, 4
companies,
99, 77; 310, sch. 4
Council,
110, 14
fees, 110,
14, 17
list, 110,
11Ð12, 14, 24
conditions,
110, 16
removal,
110, 17
managing
agentsÕ agreement, 310, sch. 4
membersÕ
agentsÕ agreements, 310, sch. 1
remuneration,
310, sch. 1
rooms, 110,
15
suspension,
403, 4
umbrella
arrangements, 110, 13
underwriting
agents, 101, 1, 58; 304, sch. 2
Supervision
Equitas,
519, 5
umbrella
arrangements, 107, 9
Suspension
amendment,
407, 7
administrative,
336, sch. 1; 407, 1Ð16, sch. 1
appeals, 4,
12
bankruptcy,
504, 1
businesses,
7, sch. 2; 106, sch. 1
commencement,
407, 4
Committee
of LloydÕs, 4, 12; 504, 1Ð8
Council,
504, 1Ð8
criminal
offences, 504, 1
directors,
403, 3
disciplinary
proceedings, 403, 1Ð3, 5Ð6; 407, 11; 419, 4; 504, 1
guarantees,
4, 12
inquiries,
407, 10
insolvency,
504, 1
Investigations
Committee, 407, 2Ð12
LloydÕs
advisers, 403, 5A
LloydÕs
brokers, 106, 53; 403, 5, 6; 407, 12
meetings,
4, 12
members,
403, 3
membersÕ
agency agreements, 310, sch. 1
notices,
407, 3, 5Ð6, 12
period, of,
407, 9
representations,
407, 8; 504, 5
revocation,
407, 7
solvency
tests, 407, 6
sub-committees,
504, 1Ð8
substitutes,
403, 4
supplementary
and consequential matters, 403, 1Ð8
temporary,
4, 12
time
limits, 407, 4Ð6, 9
trusts,
403, 4
underwriting
agents, 101, 1; 304, 13 ; 403, 4
Syndicate
accounts, 326, 1Ð26, sch. 1Ð9
annual
reports, 326, 7Ð18, 21, 26, sch. 4
cash call
statements, 326, 20
central
file, 326, 18
codes of
practice, 326, 6
Council,
326, 27
disclosure,
326, 3Ð4
documents,
326, 17Ð18
European
Union, 326, 26, sch. 7
expenses,
326, 6, 22, sch. 3
information,
326, 4
investments,
326, sch. 3
managing
agents, 326, 4, 19Ð20, sch. 5, 8
MAPA, 326,
sch. 5
membersÕ
agents, 326, 19Ð20
multiple
syndicates, 326, sch. 8
personal,
326, sch. 5
procedure,
326, 4
quarterly
figures, 326, 19
reconstruction
and renewal, 519, 14
records,
326, 3Ð6, sch. 2
reinsurance,
326, sch. 3, 7
resume,
326, 5, sch. 2
reports,
326, 19Ð20, sch. 5
run-off,
326, 5, 21
statements,
326, sch. 8
accounting
policies, 326, 2, sch. 3
policy, of,
326, 5, sch. 8
time
limits, 326, 23
underwriting
agents. 326, sch. 7
years of
account, 326, sch. 8
closing,
326, 2, sch. 3, 7
open, 326,
sch. 7
Syndicate
allocated capacity,
increase
in, 333, 4A
Syndicate
meetings, 324, 1Ð10, sch. 1Ð3
annual
general meetings, 324, 2, 4Ð5; 326, 15
annual
reports, 326, 15
conduct,
324, 4Ð7
documents,
324, 3
extraordinary
general meetings, 324, 3
MAPA, 324,
8
notice,
324, 4, 5
managing
agents, 324, 3, 5
proxies,
324, 7
voting
rights, 324, 6Ð7
Syndicate
participations,
assignment
of,
cumulative
rights and obligations, 349, 5
furtherance
of second assignment, 349, 3
interpretation,
349, 1
rights of
managing agents, 349, 4
second
assignment, 349, 2
Syndicate
Premium Income, 201, 1Ð5
allocated
capacity, 201, 1
Central
Fund, 201, 1
Council,
201, 1A, 4Ð5; 335, 4A
currency,
201, 1
enforcement,
201, 4
forecasts,
335, 3
gross
premium income, 201, 1
information,
201, 4; 335, 4A
limit, 101,
1; 111, 25, 28Ð29; 201, 1, 1A; 310, 1, sch. 1
LloydÕs
Policy Signing Office, 201, 1
managing
agents, 201, 2, 4; 335, 3, 5; 338, 5
agreements,
310, sch. 2
membersÕ
agents, 201, 3, 4; 310, sch. 1; 335, 5
monitoring,
335, 1Ð7
notice of
overwriting, 335, 5
personal
stop loss reinsurance, 338, 5
Pool
Reinsurance Company Limited, 201, 1A
reinsurance,
201, 1, 1A
returns,
201, 1
risk
avoidance, 111, 25, 28Ð29
statements,
335, 4
taxation,
201, 1
time of
credit, 201, 1
transfer,
341, 2
underwriting
agents, 201, 1A; 304, 5
underwriting
members, 111, 21
years of
account, 201, 1, 1A; 335, 4
Syndicate
returns
audits,
204, 3
solvency
reporting, 204, 2
Syndicates.
See also Major syndicate transactions, Multiple syndicates, Syndicate accounts,
Syndicate meetings, Syndicate Premium Income, Syndicate returns
agents,
310, 1, 6Ð6A
agreements,
310, sch. 2
audits, 7,
sch. 2
cessation,
332, 4, sch. 1, sch. 4
companies,
310, sch. 4
concentrations,
111, 27Ð28
construction
of references, to, 204, sch. 1; 311, sch. 1
contracts,
310, sch. 1
date of
joining, 304, 2
direct,
310, 1
disputes,
310, sch. 3
Insurance
Ombudsman Bureau, 411, 2
list, 309,
sch. 1; 310, 1, sch. 1, 4
MAPA, 322,
2Ð4
membersÕ
agents, 309, 2, 5, sch. 4
agreements,
310, sch. 1
mergers,
310, sch. 1
mirror,
311, 5
new, 311,
8; 312, 17
participations,
111, 29; 310, sch. 1
PCW, 507,
1Ð6, sch. 1Ð2
performance,
310, sch. 1
pre-emption,
333, 1Ð13, sch.
provisional,
310, sch. 1Ð2; 336, 3
stamps,
336, 4
relationships,
between, 310 sch. 3, 4
solvency
reporting, 204, sch. 1
Syndicate
and Arbitration Agreement, 304, 18, sch. 2; 310, sch. 2Ð4
table of
relationships, 107, 3, 5, sch. 3<z:jv190,200,200,>
underwriting
agents, 101, 1, 6; 304, 1Ð2, 17, sch. 1<z:jv222,333,333>
T
Taxation
agency
agreements, 310, sch. 3
annual
reports, 326, sch. 4
capital
gains tax, 326, sch. 4
companies,
310, sch. 4
managing
agentsÕ agreements, 310, sch. 4
membersÕ
agentsÕ agreements, 310, sch. 1
syndicate
premium income, 201, 1
Tenders
auctions,
331, 2
run-off
companies, 114, 17, 19
Time limits
appeals, 4,
12; 420, sch. 2
arbitration,
414, 4, sch. 1
Australia,
316, sch.
compensation
scheme, 413, 5
elections,
7, sch. 4
meetings,
7, sch. 4; 520, 3
membersÕ
agency agreements, 310, sch. 1
pre-emption
offers, 333, 10
registration,
100, 5, 9
solvency
reporting, 204, 13
suspension,
407, 3Ð6, 9
syndicate
accounts, 326, 23
underwriting
agents, 101, 6
underwriting
members, 111, 21
Training.
See Education
<z:jv160,170,170,>Transitional
and conversion arrangements. 341, 1Ð3<z:jv222,333,333,>
True and
fair view
accounts,
503, 7
annual
reports, 326, 10
Trusts
agency
agreements, 310, sch. 3
capital
stock, 1, 36; 4; 4, 4
companies,
310, sch. 4
compensation
scheme, 413, 3
disclosure
of interests, 302, 1
guarantees,
4, 8; 6, 5
indemnities,
1, 37
liabilities,
1, 38
managing
agentsÕ agreements, 310, sch. 3, 4
membersÕ
agentsÕ agreements, 310, sch. 1, 4
overseas
deposits, 205, sch. 1
premium
trust deeds, 205, sch. 1; 304, 1, 10
price
sensitive information, 328, sch. 2
reconstruction
and renewal, 519, 2
solvency
reporting, 204, sch. 1
suspension,
403, 4
trust
funds, 4, 8; 6, 5; 205, sch. 1
<z:jv160,170,170,>underwriting
agentsÕ agreements. 304, 1, 10, sch. 2<z:jv222,333,333,>
U
Umbrella
arrangements, 107, 1Ð32
accounts,
107, 21
annual
returns, 107, 21, sch. 1
appeals,
107, 12, 30; 420, sch. 3
assets,
107, 22
binding
authority, 107, 12, 16, sch. 1
changes,
107, 26
codes of
practice, 107, 10
companies,
107, 9
conduct of
business, 107, 14Ð18
confidentiality,
107, 24
control,
107, sch. 1
controllers,
107, sch. 1
consultation,
107, 13
Council,
107, 7, 9, 11, 13, 23Ð24, 30
coverholders,
107, 16
directors,
107, 10, sch. 2
disciplinary
proceedings, 107, 24
documents,
107, 6, 8, 9, 21
fees, 107,
27
financial
requirements, 107, 19Ð20
financial
year, 107, 20, sch. 1
independence,
107, 22
information,
107, 6, 8, 9, 13, 20, 21Ð27
Insurance
Brokers Registration Council, 107, 22
limitations,
107, 20
LloydÕs
brokers, 106, 47; 107, 4, 8, 9, 11, 14Ð30, sch. 1
LloydÕs
Policy Signing Office, 107, sch. 1
managing
agents, 107, 9, 30
misconduct,
107, 28
net
brokerage, 107, 20
non-LloydÕs
brokers, 107, 2Ð3, 6, 9Ð11, 14Ð26, 28, 30, sch. 1Ð2
notices,
107, 26, 31, sch. 2
partnerships,
107, 9, 10, sch. 2
premiums,
107, 15
professional
indemnity insurance, 107, 19, 21
reconstruction
and renewal, 519, 11A
records,
107, 18
registration,
107, 2Ð13, 22, sch. 1Ð2
conditions,
107, 10
duration,
107, 8
removal,
107, 11
restrictions,
107, 9
withdrawal,
107, 7
remuneration,
107, 20
reports,
107, 23
representatives,
110, 13
restrictions
on unregistered, 107, 4
review,
107, 25
service of
process, 107, 31
servicing
insurance business, 107, 16
subsidiaries,
107, 29, sch. 1
substitutes,
110, 13
supervision,
107, 9
termination,
107, 16
undertakings,
107, 2
Undertakings,
101, 1Ð67
auditors,
101, 63; 106, 41; 111, 37; 112, 26
Central
Fund, 514, 2
compliance
officers, 112, 11, 12
contents,
107, sch. 2
controllers,
106, 9; 112, 11
Council,
522, 15
directors,
112, 11
Equitas,
519, 7
liabilities,
304, 9
LloydÕs
advisers, 112, 6, 8, 11, 12, 26
LloydÕs
brokers, 106, 9, 11, 57
managers,
112, 11
members,
111, 3
mergers,
332, sch. 1
minority
buy-outs, 332, sch. 2
New Central
Fund, 522, 5, 15<z:jv190,200,200,>
Syndicate
and Arbitration Agreement, 310, sch. 3<z:jv222,333,333>
umbrella
arrangements, 107, sch. 2
underwriting
agents, 101, 63; 304, 9
Underwriting
agents, 101, 1Ð67
accountability,
101, 8
accounts,
101, 1, 53B, 54Ð55, 60Ð62, 64Ð65; 304, 5Ð6, 10, 17, sch. 2
actions,
304, 4
active,
101, 1, 21, 50B; 113, 2Ð4, 7, 9; 201, 1; 306, sch. 1
agreements,
304, 1Ð22; 310, 12
standard,
304, 1, 3Ð4
standard
sub-agency, 304, 2Ð4
variation,
304, 21
annual
reports, 326, 12, 14, sch. 4
annual
subscribers, 101, 1, 19, 29, 38; 110, 3
appeals,
420, sch. 3
appointment,
304, 2
approved
transfer agreements, 101, 1
arbitration,
304, 18, 22, sch. 1Ð2
arrangements,
between, 310, 4
assets,
330, sch. 2
associates,
101, 1
auctions,
331, 4
auditors,
117, 6A, 304, 7, sch. 1
audits,
101, 60Ð65
authority,
304, sch. 1
bankruptcy,
304, 14, 17, sch. 1
borrowing,
304, 9
business
plans, 101, 57A
byelaws, 7,
sch. 7
care and
skill, 330, sch. 2
central
file, 310, 12
changes,
101, 53Ð53A; 304, 16
claims
scheme, 323, 2Ð19
clearance
notification, 101, 1, 10
commission,
304, 8, sch. 1
Committee
of LloydÕs, 101, 1, 11, 57
companies,
101, 1, 25, 42, 52A, 53
connected,
101, 1
compliance
officers, 101, 1, 8, 52A, 53; 113, 4Ð5, 7, 9
conduct,
330, sch. 2
confidentiality,
101, 63; 304, 7
conflicts
of interest, 101, 8A, 9; 330, sch. 2
constitution,
101, 1
continuing
professional education, 113, 6
contracts,
101, 1
control,
101, 13AÐ49; 304, 5
systems,
of, 101, 53C
controllers,
101, 1, 9
core
principles, 330, 2, sch. 2
Council,
101, 8B, 13A; 304, 1, sch. 2
delegation,
101, 53; 304, 4, sch. 1
deposits,
304, 5
directors,
101, 8, 20, 38Ð39, 52A, 53, 56; 113, 4Ð5, 7, 9
disciplinary
proceedings, 7, sch. 2; 304, 12
disclosure,
304, 19; 404, 1, 3
interests,
of, 302, 1, 4, 6
documents,
304, 19
Equitas,
101, 51; 519, 7, 11
errors and
omissions, 101, 8
European
Union, 101, 59; 304, 4
execution
of documents, 304, 4
exemptions,
113, 3, 5, 7Ð8
fees, 101,
67; 304, 15, sch. 1
financial
resources, 101, 56Ð56B; 330, sch. 2
fit and proper
person, 101, 1, 8, 9, 11Ð65
information,
101, 6, 55, 57, 64; 204, 10; 302, 6; 304, sch. 1; 330, sch. 2
insolvency.
304, 14
integrity,
330, sch. 2
interests,
101, 1
internal
organisation, 330, sch. 2
investments,
304, 5
Japan, 524,
3Ð4
jurisdiction,
304, 24, sch. 2
leading,
116, sch.; 323, 9
liabilities,
304, 9
LloydÕs
brokers, 101, 1, 8, 9, 14, 44, 53
managing
agents, 101, 1, 3Ð4, 8Ð16, 19Ð21, 24, 29, 33, 50, 52BÐ53A, 57A
mandatory
offers, 332, 3
membersÕ
agents, 101, 1, 3Ð4, 8, 11, 13, 35Ð49, 52AÐ52B
multiple
syndicates, 311, 2Ð9
notifiable
holdings, 101, 1
operation,
101, 50Ð52C
outgoings,
304, 9
ownership,
101, 13AÐ49
partnerships,
101, 1, 8, 26Ð34, 43Ð49, 52A, 53, 55Ð56; 304, 20, sch. 1
personal
stop loss reinsurance, 338, 7
powers,
304, 4
powers of
attorney, 304, 4
pre-emption
offers, 333, 11
premiums,
304, 4, sch. 1
profits,
304, 11
qualifications,
101, 50A; 113, 1Ð9
registration,
99, 87; 101, 1, 2Ð12
renewal,
101, 1, 6, 8A
withdrawal,
101, 11Ð11A
reinsurance,
101, 8, 9; 304, 4Ð5
related
parties, 306, sch. 1
remuneration,
101, 65; 304, 8, 15
reports,
101, 57B, 61
reserves,
304, 11
review
powers, 406, 2
rules, 101,
13Ð49
run-off,
101, 1, 8, 9, 19, 23Ð24, 33, 50B, 53
shares,
101, 1
solvency
reporting, 204, 9
statement
of financial position, 101, 56Ð56B
sub-agents,
304, 7, sch. 2
subscriptions,
99, 26; 510, 3
substitutes,
101, 1, 58; 300, 1Ð4; 304, sch. 1
suspension,
101, 53; 304, 13; 403, 4, 6
syndicate
accounts, 326, sch. 7
Syndicate
and Arbitration Agreement, 304, 18, sch. 2
syndicate
premium income, 101, 1; 201, 4; 304, 5
syndicates,
101, 1, 6; 304, 1, 3, sch. 1
taking over
provisions, 304, 17
termination,
304, 12, 15, 17
time
limits, 101, 6
transfer,
101, 1, 24, 34, 41
trusts,
304, 1, 10, sch. 1
undertakings,
304, 9
United
States, 304, 4
voting, 101,
27, 34, 44
winding up,
304, 15, sch. 1
withdrawal
of approval, 304, 13
working
members, 101, 1, 39
years of
account, 101, 1, 9; 304, 8
Underwriting
members, 111, 20Ð24
acknowledgements,
310, sch. 3
annual
reports, 326, 9, 9, 10, 16
byelaws, 7,
sch. 2
cessation,
111, 24
companies,
111, 24
conditions,
111, 20Ð21
exclusion
from membership, 7 sch. 2
fees, 99,
23
following
year underwriters, 336, 107, sch.
high stop
loss level fund, 512, 3
insurance
business, 7, 8
insurance
polices, 99, 74
Insurance
Ombudsman Bureau, 411, 2
managing
agents, 310, sch. 3
memberÕs
agents, 309, sch. 1, 3
agreements,
310, sch. 1
non-LloydÕs
intermediaries, 313, 4
obligations,
310, sch. 1, 3
permission,
111, 22Ð23
personal
stop loss reinsurance, 338, 4
premium
income limits, 111, 21
reduction
of underwriting, 111, 24
reinsurance
to close, 305, 2
related
parties, 306, 8
requirements,
111, 20
risk
avoidance, 111, 31
Syndicate
and Arbitration Agreement, 310, sch. 3
time limit,
111, 20
United
States
powers of
attorney, 304, 4
underwriting
agents, 304, 4
Unsolicited
calls, 316, 2, sch.
V
Valuation
annual
reports, 326, sch. 4
assets,
204, 9, sch. .4
liabilities,
204, 9
solvency
reporting, 204, 9
Visitors,
99, 20
W
Waiver of
byelaws, 344, 1
cumulative
powers, 344, 3
terms of
directions, 344, 2
War, 111,
47
Winding up.
See also Insolvency
fees, 304,
15, sch. 2; 310, sch. 1
high level
stop loss fund, 523, 1Ð10
membersÕ
agents, 309, sch. 2
agreements,
310, sch. 1
underwriting
agents, 304, 15, sch. 2
Words and
phrases
accounting
byelaws, 302, 1
action,
408, sch. 1
active
underwriter, 101, 1; 113, sch.; 117, sch. 1; 201, 1; 306, sch. 1; 310, sch. 3,
4; 312, sch. 1; 323, sch.; 343, sch.
actuarial
report, 312, sch. 1
actuary,
204, sch. 1; 312, sch. 1
additional
solvency statement, 204, sch. 1
adjusted
overall premium limit, 523, 6; 512, sch.; 523, 6
Administrative
Suspension Committee, 407, sch. 1
advertisements,
329, sch.
agent, 310,
sch. 1, 3, 4
agentÕs
agreement, 310, sch .1, 3
agentÕs
information report, 309, sch. 1
agentÕs
names, 304, sch. 2
agentÕs
syndicate list, 309, sch. 1; 310 1, sch. 1, 3, 4; 322, sch.; 333, sch. 1
agentÕs
syndicate list for the relevant list of account, 310, sch. 3
Agency
Agreements Byelaw, 331, sch.
agency
broker, 106, sch.
agency
staff, 333, 7
aggregate
allocated overall premium limit, 413, sch.
aggregate
final underwriting result, 309, sch. 1
aggregate
open year balance, 309, sch. 1
aggregate
result, 309, sch. 1
aggregate
syndicate allocated capacity, 413, sch
allocated
overall premium limit, 413, sch.; 520, sch. 1; 521, sch. 1
American
trust fund, 519, sch.
annual
contribution, 522, sch. 1
annual
report, 204, sch. 1
annual
return, 106, sch.; 107, sch. 1
annual
solvency test, 506, sch.
annual
subscriber, 7, 2
Appeal
Tribunal, 7, 2
appellant,
100, 9
applicant,
110, 1; 106, sch.; 112, sch.; 309, sch. 1; 525, sch.
approved
arrangement, 329, sch.
approved
bank, 525, sch.
approved
claims office, 323, sch.
approved
conversion arrangement, 105, 1
approved
credit institution, 111, sch.
approved
IBS assets, 106, sch.
approved
run-off company, 114, sch. 1; 328, sch. 1, 2; 500; 519, sch.; 525, sch.
approved
transfer agreement, 101, 1
arrangements,
101, 1; 106, sch.; 111, sch.; 112, sch.; 302, 1; 525, sch.
asset
report, 204, sch. 1
asset
return, 204, sch. 1
<z:ms15.6>associate,
7, 2, 12; 101, 1; 106, sch.; 111, sch.; 114, sch. 1; 332, 10; 333, sch. 1; 346,
sch.; 525, sch.
associated
group, 346, sch.
associated
with a LloydÕs broker, 101, 1; 301, 1
associated
with a managing agent, 101, 1; 301, 1
auction,
332, 10; 333, sch. 1; 342, sch.; 344, sch.
Auction
Official, 342, sch.; 344, sch.
Auction
Rules, 331, sch.; 342, sch.; 344, sch.
audited
closed year loss, 310, sch, 1, 3, 4
Australian
name, 316, sch. 316, sch.
Australian
resident candidate, 316, sch.
Australian
resident member, 316, sch.
Australian
Securities Commission, 316, sch.
authorised
person, 111, sch.; 112, sch.; 525, sch.
binding
authority, 106, sch.; 107, sch. 1; 314, sch.; 323, sch.; 525, sch.
Board, 411,
1
body, 101,
1
brochure,
309, sch. 1
brokerage,
106, sch.
Bureau,
411, 1
business,
310, sch. 2
byelaw 87,
101, 1
callable
contribution, 522, sch. 1
candidate,
111, sch.; 316, sch.
capacity,
520, sch. 1; 521, sch. 1
captive
corporate member, 111, sch.;
captive
syndicate, 111, sch.
cash call,
326, sch. 1; 512, sch.
central
file, 106, sch.; 111, sch.; 326, sch. 1<z:jv190,200,200,>
Central
Fund, 111, sch.; 201, 1; 204, sch. 1; 309, sch. 1; 506, sch.; 514, 1; 519,
sch.; 522, sch. 1<z:jv222,333,333>
Central
Fund byelaw, 522, sch. 1
Central
Fund contribution, 310, sch. 1, 3, 4
Central Syndicate
Sub-Fund, 310, sch. 1
Chairman of
LloydÕs, 100, 1; 500
claimant,
525, sch.
claims
settling authority, 323, sch.
class of
insurance business, 111, sch.
class
premium limit, 111, sch.
clearance
notification, 101, 1
clearing
house, 417, sch. 1
client,
112, sch.
closed,
310, sch. 2, 4
close
period, 328, sch. 2
close
relative, 346, sch.
closed,
310, sch. 3
closed year
MAPA, 334, sch. 1
closed year
of account, 309, sch. 1; 329, sch.
closed year
of account profit or loss, 204, sch. 1; 309, sch. 1
closing date,
310, sch. 3
commercial
life business, 313, sch.
commercial
motor business, 313, sch.; 314, sch.
Committee,
7, 2
Companies
Acts, 101, 1; 309, sch. 1
Company,
205, sch. 1
compilation
date, 309, sch. 1
complainant,
408, sch. 1
compliance
officer, 101, 1; 106, sch.; 112, sch.; 113, sch.; 114, sch. 1; 343, sch.
conduct of
insurance in the Room, 104, 1
connected
companies, 101, 1; 111, sch.; 114, sch. 1; 332, 10; 346, sch.; 525, sch.
connected
person, 111, sch.; 326, 19; 328, sch. 2; 333, sch. 1; 525, sch.
consortium,
311, sch. 1; 314, sch.; 326, sch. 1
constitution,
101, 1; 111, sch.
contracted
syndicate, 310, sch
control,
106, sch.; 107, sch. 1; 111, sch.; 112, sch.; 333, sch. 1; 346, sch.
controllers,
106, sch.; 107, sch. 1; 111, sch.; 112, sch.; 114, sch. 1; 333, sch. 1; 525,
sch.
conversion
arrangement, 329, sch.
conversion
scheme, 329, sch.
convertible
currency, 525, sch.
co-ordinating
agent, 204, sch. 1; 310 1, sch. 1, 2; 338, sch.
corporate
adviser, 101, 1
corporate
member, 101, 1; 310, sch. 4; 111, sch.; 500; 519, sch.
corporate
memberÕs allocation, 310, sch. 4
corporate
memberÕs expenses, 310, sch. 4
corporate
memberÕs LloydÕs adviser, 310, sch. 4
corporate
memberÕs syndicate list; 310 1, sch. 4
correspondent,
116, sch.; 314, sch.
Council, 7,
2; 310, sch. 1, 3, 4; 411, 1
coverholder,
106, sch.; 111, sch.; 116, sch.; 314, sch.; 323, sch.
cumulative
overall loss, 512, sch.
currency
shortfall, 204, sch. 1; 407, sch. 1
current
value, 325, sch. 4
current
year of account, 333, sch. 1
dealing,
328, sch. 2
declaration
of compliance, 106, sch.
default
declaration, 525, sch.
defaulter,
525, sch.
definitive
insurers, 326, sch. 1
delegate,
314, sch.
delivery
date, 309, sch. 1
deposit
trust fund, 519, sch.
Deputy
Chairman, 500
direct
credit arrangement, 525, sch.
direct
debit arrangement, 525, sch.
direct
member, 332, 10
direct
syndicate, 310 1; 310, sch. 1, 3
direction
of administrative suspension, 336, sch.; 407, sch. 1
director,
7, 2; 301, 1; 309, sch. 1
Disciplinary
Committee, 7, 2
disciplinary
proceedings, 417, sch. 1
distributable
profit, 304, sch. 1
earlier
year, 310, sch. 1
earmarking
date, 204, sch. 1
earmarking
direction, 204, sch. 1; 506, sch.
EC company,
326, sch. 1
effective
date, 105, 1; 329, sch.
eligible
assets, 204, sch. 1; 407, sch. 1
eligible
loss, 310, sch. 3
eligible
member, 522, sch. 2
eligible
person, 117, sch. 2
entitlements,
525, sch.
Equitas,
310, sch. 3; 519, sch.
Equitas
group, 522, sch. 1
Equitas
reinsurance contract, 310, sch. 1, 3; 323, sch.; 326, sch. 1; 519, sch.; 522,
sch. 1
equity share
capital, 105, 1
estate
reinsurance contract, 338, sch.; 512, sch.
excluded
assets, 204, sch. 1
excluded
contract, 317, sch.
excluded
liability, 317, sch.
excluded
Name, 310, sch. 1, 2, 3
executive,
117, sch. 2; 204, sch. 1; 302, 1; 306, sch. 1; 326, sch. 1
executive
director, 113, sch.
executive
function, 113, sch.
exempt
premium income, 313, sch.
existing
LloydÕs broker, 106, sch.
external
member, 521, sch. 1
external
member of the Council, 7, 2
external
member of the Society, 7, 2
fifty per
cent controller, 101, 1; 111, sch.
Financial
Guarantee Committee, 337, 1
financial
year, 106, sch.; 107, sch. 1; 112, sch.
first
underwriter, 323, sch.
floor
limit, 342, sch.; 344, sch.
following
syndicate, 323, sch.
funds at
LloydÕs, 111, sch.; 519, sch.
further deficit,
310, sch. 3
general
business, 111, sch.; 326, sch. 1
general
business premium limit, 111, sch.
general
meeting, 114, sch. 1
general
partner, 525, sch.
general
partnership, 101, 1
green card,
314, sch.
gross
claims, 326, sch. 1
gross
payments, 525, sch.
gross
premium income, 201, 1
gross
premiums, 326, sch. 1
group, 309,
sch. 1
group
company, 111, sch.
group
company insurance business, 111, sch.
High Level
Stop Loss Fund Committee, 512, sch.
holding
company, 7, 2; 111, sch.; 112, sch.
hypothetical
MAPA share, 309, sch. 1
illustrative
MAPA participation, 334, sch. 1
illustrative
participation, 309, sch. 1
illustrative
share, 332, 10
independent
actuary, 312, 7
independent
members agents, 309, sch. 1
individual
MAPA capacity, 333, 5
individual
is related to another individual and that other is related to him, 311, 8
individual
member, 111, sch.; 500
ineligible
working member, 521, sch. 1
inquiry,
417, sch. 1
initial
deficit, 310, sch.
insolvency
event, 111, sch.; 525, sch.
insurance;
519, sch.; 525, sch.
insurance
broking account, 106, sch.
insurance
company, 306, sch. 1; 337, 1
insurance
creditors, 106, sch.
<z:ms15.6>insurance
documents, 313, sch.; 314, sch.; 525, sch.
Insurance
Ombudsman, 411, 1
Insurance
Ombudsman Bureau, 411, 1
insurance
transaction, 525, sch.
interavailable.
329, sch.
interavailability
arrangement, 329, sch.
interest,
101, 1; 302, 1; 309, sch. 1; 326, sch. 1
interest in
securities, 111, sch.
interim
qualifying loss, 512, sch.
interim
payment. 413, sch.
interim
qualifying loss, 512, sch.
intermediate
deficit, 310, sch. 3
introductory
commission, 111, sch.; 309, sch. 1
investment
exchange, 417, sch. 1
Japanese
local insurance business, 524, sch.
later year,
310, sch. 1
LATF
personal reserve, 326, sch. 1
law and
forum notice, 316, sch.
LLC, 328,
sch. 2
leading
underwriter, 116, sch.
life
business, 313, sch.
limited
binding authority, 116, sch.; 311, sch. 1; 314, sch.
limited
partnership, 101, 1
line slip,
311, sch. 1; 314, sch.; 326, sch. 1
list, 110,
1
listed,
326, sch. 1
LloydÕs
adviser, 111, sch.; 112, sch.; 115, sch. 2; 310, sch. 4; 328, sch. 2; 343,
sch.; 417, sch. 1; 500; 519, sch.
LloydÕs
American Trust Deed, 519, sch.
LloydÕs
Arbitration Scheme, 310, sch. 1, 2, 4
LloydÕs
broker, 7, 2, 12; 111, sch.; 116, sch.; 115, sch. 2; 301, 1; 313, sch.; 314,
sch.; 323, sch.; 417, sch. 1; 500, 1
LloydÕs
broker group, 101, 8A; 106, 8
LloydÕs
broker marine line slip, 314, sch.
LloydÕs
Canadian Trust Deed, 519, sch.
LloydÕs
Canadian Trust Fund, 519, sch.
LloydÕs
certificate, 314, sch.
LloydÕs
community, 309, sch. 1
LloydÕs
deposit, 310, sch. 1
LloydÕs
inquiry, 304, sch. 1, 2
LloydÕs
Japan Inc., 524, sch.
LloydÕs
Market Certificate, 113, sch.
LloydÕs
syndicate accounting rules, 117, sch. 2; 326, sch. 1; 338, sch.
LloydÕs
underwriting agent, 115, sch. 2
LMA, 328,
sch. 2
long term
business, 111, sch.; 204, sch. 1; 326, sch. 1
long term
business premium limit, 111, sch.
longer term
run-off account, 114, sch. 1
LPSO, 107,
sch. 1; 116, sch.; 201, 1; 305, sch.; 310, sch. 3, 4; 314, sch.; 323, sch.
LPSO number,
107, sch. 1
made
public, 328, sch. 2
major
shareholder, 525, sch.
majority
controller, 101, 1; 111, sch.
manager, 7,
2; 107, sch. 1; 111, sch.; 112, sch.; 301, 1; 525, sch.
managing
agents, 7, 12, 101, 1; 109, sch.; 116, sch.; 117, sch. 2; 204, sch. 1; 301, 1;
305, sch.; 309, sch. 1; 310, sch. 1, 3, 4; 311, sch. 1; 312, sch. 1; 313, sch.;
322, sch.; 326, sch. 1; 329, sch.; 336, sch.; 338, sch.; 411, 1; 413, sch; 500;
507, sch. 1; 525, sch.
Managing
AgentÕs Agreement, 310, sch. 1, 2, 4; 332, 10
managing agent
grouping, 101, 8A; 106, 8
managing
agentÕs trustee, 101, 1; 115, sch. 2; 300, 7
managing
agents trustees, 310, sch. 2, 4
managed
syndicate, 310, sch. 3, 4
mandatory
offer, 346, sch.
MAPA, 500
MAPA
allocated capacity, 333, 6
MAPA
member, 334, sch. 1
MAPA
operatorÕs charges, 334, sch. 1
MAPA
participation, 310, sch. 1, 3, 4; 322, sch.; 334, sch. 1
MAPA
pre-emptive agreement, 333, sch. 1
MAPA
syndicate, 334, sch. 1
marine open
cargo cover, 116, sch.; 314, sch.
member,
411, 1; 413, sch; 521, sch. 1; 522, sch. 1
member of a
syndicate, 117, sch. 1; 201, 1; 311, sch. 1; 313, sch.; 324, sch. 1; 326, sch.
1; 507, sch. 1
member of
the LloydÕs community, 326, 19; 510, 1<z:jv190,200,200,>
member of
the Society, 7, 2; 111, sch.; 408, sch. 1<z:jv222,333,333>
member state,
328, sch. 2
membersÕ
agent, 100, 1; 101, 1; 112, sch.; 204, sch. 1; 309, sch. 1; 310 1, sch. 1, 3,
4; 311, sch. 1; 312, sch. 1; 316, sch.; 322, sch.; 326, sch. 1; 329, sch.; 338,
sch.; 413, sch; 500; 506, sch.; 512, sch.
membersÕ
agents agreements, 310, sch. 2, 4
memberÕs
agent associated with a LloydÕs broker, 309, sch. 1
memberÕs
agent information file, 309, sch. 1
memberÕs
agent pooling arrangement, 309, sch. 1; 310, sch. , 1, 3, 4; 322, sch.; 324,
sch. 1; 326, sch. 1
memberÕs
agent trustees. 310, sch. 1, 3
Membership
Byelaw, 329, sch.
memberÕs
requisition, 324, sch. 1
membersÕ
solvency report, 204, sch. 1; 506, sch.
memberÕs
syndicate premium income, 111, sch.; 201, 1; 521, sch. 1
memberÕs
syndicate premium limit, 101, 1; 111, sch.; 201, 1; 310, 1, sch. 2, 1; sch. 3,
4; 311, sch. 1; 322, sch.; 324, sch. 1; 326, sch. 1; 331, sch.; 333, sch. 1;
338, sch.; 346, sch.; 413, sch.; 512, sch.; 520, sch. 1; 521, sch. 1
membership
agreement, 310, sch. 1, 3, 4
Membership
Committee, 100, 1
misconduct,
115, sch. 2, 408, 3; 412, 1
monies
relate to or (as the case may be) are due under the insurance transaction, 106,
sch.
motor
business, 313, sch.; 314, sch.
multiple
syndicates statement, 326, sch. 1
name, 310,
sch. 1, 3
nameÕs
allocation, 310, sch. 3
nameÕs
expenses, 310, sch. 1
nameÕs
further deficit, 310, sch. 1
nameÕs
initial deficit, 310, sch. 1
Names
Interests Committee, 408, sch. 1
nameÕs
members agent, 310, sch. 3
nameÕs
members agentÕs trustees, 310, sch. 3
nameÕs
prospective participation, 310, sch. 1
nameÕs
syndicate profit, 310, sch. 3
net claims,
326, sch. 1
net
liability, 413, sch
net
premiums, 326, sch. 1
net result,
326, sch. 1
net
underwriting result or balance, 326, sch. 1
New Central
Fund, 310, sch. 1, 3, 4; 500; 514, 1
New Central
Fund contribution, 310, sch. 1, 3
New
Premiums Trust Deed, 310, sch. 1, 2, 3
new
syndicate, 336, sch.
nominated
member, 521, sch. 1
nominated
member of the Council, 7, 2
nomination,
333, sch. 1
non-exempt
premium income, 313, sch.
non-LloydÕs
broker, 107, sch. 1; 306, sch. 1; 524, sch.
non-LloydÕs
intermediaries, 116, sch.
non-MAPA
participation, 310, sch. 3, 4
normal
closing date, 310, sch. 1, 3
notifiable
event, 101, 1
notifiable
holding, 101, 1; 319, sch.
Offer 2,
507, sch. 1
offeror,
346, sch.
old
byelaws, 110, 1
Old Premiums
Trust Deed, 310, sch. 1, 2, 3
Ombudsman,
408, sch. 1; 411, 1
open market
correspondent, 116, sch.
open year
balance, 309, sch. 1
open year
of account, 329, sch.
open year
of account balance, 204, sch. 1
ordinary
contribution, 512, sch.
outward
reinsurance premiums, 326, sch. 1
overall
loss, 523, 5
overall
MAPA participation, 310, sch
overall net
loss, 338, sch.
overall
loss, 512, sch.; 523, 5
overall
premium limit, 310 1, sch. 1, 3, 4; 322, sch.; 322, sch.; 336, sch.; 338, sch.;
512, sch.; 520, sch. 1; 521, sch. 1
overall
profit, 512, sch.
overall
result, 512, sch.
overseas
deposit fund, 205, sch. 1
overseas
deposits, 205, sch. 1
overseas
direction, 310, sch. 1, 2, 3
overseas
fund, 310, sch. 1, 3
parent
undertaking, 101, 1
participant,
329, sch.; 525, sch.
participant
nomination, 329, sch.; 344, sch.; 346, sch.
participation
nomination, 342, sch.
partner,
101, 1; 309, sch. 1
partnership,
101, 1; 309, sch. 1
payee, 525,
sch.
period of
days, 100, 1
permitted
bilateral arrangement, 345, 1
permitted
function, 115, sch. 2
person, 500
person
connected, 408, sch. 1
person
connected with an agent, 310, sch. 3
person
connected with an individual, 302, 1
person
controls another person, 310, sch. 3
personal
lines business, 313, sch.; 314, sch.
personal
reserve fund, 111, sch.; 326, sch. 1; 519, sch.
personal
reserve sub-fund, 310, sch. 1
personal
stop loss contract, 338, sch.; 512, sch.
personal
stop loss limit, 338, sch.
percentage
result, 309, sch. 1
potential
offeror, 346, sch.
premium
charge, 326, sch. 1
premium
income, 201, 1; 326, sch. 1; 520, sch. 1; 521, sch. 1
premium
tax, 201, 1; 326, sch. 1
premiums
trust deed, 101, 1; 111, sch.; 114, sch. 1; 115, sch. 2; 205, sch. 1; 300, 7;
310, sch. 1, 3, 4; 519, sch.; 525, sch.; 526, 1
premiums
trust fund, 101, 1; 111, sch.; 114, sch. 1; 205, sch. 1; 310, sch. 1, 3, 4;
413, sch.; 519, sch.; 526, 1
prescribed
currency, 204, sch. 1
prescribed
date, 326, 16; 333, sch. 1
prescribed
form, 111, sch.; 326, 16; 519, sch.; 525, sch.
prescribed
period, 111, sch.; 334, sch. 1
prescribed
surplus, 204, sch. 1
previous
closed year of account, 309, sch. 1
previous
run-off year of account, 309, sch. 1
principal
broker, 106, sch.
prior
special contribution, 522, sch. 2
prior
underwriting agent, 300, 2
prior year
end, 310, sch. 3
professional
body, 417, sch. 1
profit
related remuneration, 326, sch. 4
progress
report, 312, sch. 1
prohibited
period, 328, sch. 2
prospective
participation, 329, sch.; 342, sch.; 344, sch.; 346, sch.
provisional
insurer, 310, sch. 3, 4; 311, sch. 1; 326, sch. 1; 336, sch.
provisional
qualifying loss, 512, sch.
provisional
syndicate, 336, sch.
provisional
syndicate stamp, 336, sch.
pseudonym,
107, sch. 1
qualifying
annual subscriber, 101, 1
qualifying
brochure, 309, sch. 1
qualifying
insurance business, 313, sch
qualifying
loss, 512, sch.; 523, 4
qualifying
period, 336, sch.
qualifying
underwriting member, 101, 1
qualifying
reinsurance premiums, 111, sch.; 201, 1
qualifying
securities, 329, sch.
qualifying
working member, 101, 1
quarterly
figures, 334, sch. 1
recognised
accontant, 117, sch. 1
recognised
supervisory body, 117, sch. 1
Reconstruction
and Renewal proposals, 519, sch.
reference
date, 326, sch. 1
reference
year, 309, sch. 1
register,
101, 1; 107, sch. 1; 110, 1; 112, sch.; 114, sch. 1; 338, sch.
registered
individual, 115, sch. 2; 330, sch. 1
registered
office, 117, sch. 1; 326, sch. 1
regulated
function, 115, sch. 2
regulated
market, 326, 19; 328, sch. 2
regulating
trustee, 310, sch. 1, 3, 4, 519, sch.; 526, 1
registered
umbrella arrangement, 107, sch. 1
regulator,
417, sch. 1
reinsurance
balance, 326, sch. 1
reinsurance
recoveries, 326, sch. 1
reinsurance,
rexsumex, 326, sch. 1
reinsurance
to close, 111, sch.; 305, sch.; 309, sch. 1; 310, sch. 1, 3, 4; 311, sch. 1;
312, sch. 1; 317, sch.; 326, sch. 1; 329, sch.
reinsured
members, 305, sch.
reinsuring
members, 305, sch.
related
company, 7, 2
related
LloydÕs entity, 116, sch.; 313, sch.; 314, sch.
related
undertaking, 328, sch. 2
requirements
of the Council, 333, sch. 1
relevant
advertisements, 309, sch. 1; 329, sch.
relevant
arrangements, 329, sch.
relevant
capacity, 324, sch. 1
relevant
contracts, 336, sch.
relevant
date, 117, sch. 1
relevant
employee, 328, sch. 1; 328, sch. 2
relevant
guidance on confidentiality, 117, sch. 1
relevant
information, 328, sch. 2
relevant
liabilities, 204, sch. 1; 407, sch. 1
relevant
member, 114, sch. 1; 117, sch. 1; 204, sch. 1; 324, sch. 1
relevant
memberÕs agent, 201, 1
relevant
period, 512, sch.
relevant
person, 301, 1; 328, sch. 2
relevant
securities 328, sch. 2
relevant syndicate,
310, sch. 2; 507, sch. 1
relevant
underwriting members, 312, sch. 1, 326, sch. 1
relevant
year of account, 310, sch. 1, 3; 326, sch. 6
requirements
of the Council, 329, sch.
reportable
criminal offence, 111, sch.; 521, sch. 1
reporting
accountant, 117, sch. 1
representative,
110, 1
resigning
member, 111, sch.; 338, sch.
resigning
memberÕs open year reinsurance contract, 338, sch.; 512, sch.
respondent,
100, 9
result,
309, sch. 1
return,
201, 1; 326, sch. 1
risk code,
326, sch. 1
Room, 7, 2
rules, 115,
sch. 2
run-off
account, 101, 1; 114, sch. 1; 326, sch. 1; 520, sch. 1; 521, sch. 1
run-off
account report, 326, sch. 1
run-off
account result, 326, sch. 1
run-off
company, 114, sch. 1; 115, sch. 2; 343, sch.
run-off
decision, 312, sch. 1, 326, sch. 1
run-off
manager, 101, 1; 302, 1; 306, sch. 1, 326, sch. 1
run-off
syndicate, 101, 1; 323, sch.
run-off
year, 310, sch. 1, 3
run-off
year of account, 312, sch. 1
run-off
year of account report, 312, sch. 1
schedule,
304, sch. 1
scheme,
413, sch.
Scottish limited
partnership, 111, sch., 310, sch. 1, 2, 4; 525, sch.
second
nomination, 349, Sch.
second
underwriter, 323, sch.
securities,
7, 12; 328, sch. 2
services,
525, sch.
service
provider, 525, sch.
settlement,
7, 12
settlement
date, 525, sch.
settlement
information statement, 525, sch.
settlor, 7,
12
share, 101,
1; 309, sch. 1
share swap
arrangement, 111, sch.; 329, sch.; 332, 10; 346, sch.
short-term
run-off account, 114, sch. 1
Society, 7,
2; 310, sch. 4; 408, sch. 1
solvency
shortfall, 106, sch. 1; 204, sch. 1
solvency
statement, 204, sch. 1
solvency
test date, 204, sch. 1
special
category claim, 323, sch.
special
contribution, 522, sch. 1
special
reserve funds, 111, sch.
special
syndicate, 310, sch. 1
Special
Reserve Trust Deed, 310, sch. 1
Special
Reserve Trust Fund, 310, sch. 1
special
resolution, 324, sch. 1
special
trust direction, 310, sch. 1, 2, 3, 4
special
trust fund, 310, sch. 1, 3, 4
specialist
personal stop loss syndicate, 338, sch.
specified
amount, 506, sch.
specified
person, 525, sch.
specified
period, 104, 1
sponsor,
110, 1; 111, sch.; 115, sch. 2
staff
allocated capacity, 311, 7, sch. 1
standard
agentsÕ agreement, 310 1, sch. 1, 3, 326, sch. 1, 331, sch.; 338, sch.
standard
agreements, 111, sch.; 310 1, sch.
standard
managing agentÕs agreement, 310 1, sch. 4; 323, sch.; 326, sch. 1; 512, sch.
standard
memberÕs agents agreements, 310, sch. 3, 4; 316, sch.; 333, sch. 1; 336, sch.
standard
sub-agency agreement, 326, sch. 1
statement,
101, 55
stock
lending arrangement, 326, sch. 1
sub-agent,
304, sch. 2
subject to
the disciplinary jurisdiction of the Society, 115, sch. 2
subordinate
legislation, 100, 2
subscribed
capacity, 342, sch.; 344, sch.
subscriber,
342, sch.; 344, sch.
subscriberÕs
premium, 342, sch.; 344, sch.
subscription
order, 342, sch.; 344, sch.
subsidiary,
7, 2; 106, sch.; 107, sch. 1; 111, sch.; 112, sch.
subsidiary
undertaking, 111, sch.; 408, sch. 1
subscriber
for intelligence, 110, 1
substitute,
500<z:jv190,200,200,>
substitute
agent, 101, 1; 310, sch. 1, 3; 326, sch. 1; 525, sch.<z:jv222,333,333>
substitute
sub-agent, 304, sch. 2
succeeding
year of account, 333, sch. 1
successor
corporate member, 105, 1
successor
member, 329, sch.
supplemental
report, 309, sch. 1
supplementary
asset return, 204, sch. 1
surrender
arrangement, 111, sch.; 329, sch.; 346, sch.
syndicate,
101, 1; 111, sch.; 116, sch.; 117, sch. 1; 204, sch. 1; 309, sch. 1; 311, sch.
1; 312, sch. 1; 313, sch.; 314, sch.; 322, sch.; 323, sch.; 324, sch. 1; 336,
sch.; 338, sch.; 344, sch.; 411, sch. 1; 413, sch.; 525, sch.
syndicate
adjusted profit, 310, sch. 3
syndicate
allocated capacity, 101, 1; 111, sch.; 201, 1; 310, sch. 1, 1, sch. 3, 4; 311,
sch. 1; 326, sch. 1; 333, sch. 1; 338, sch.; 346, sch.; 413,
sch.<z:jv190,200,200,>
Syndicate
and Arbitration Agreement, 310, sch. 3<z:jv222,333,333>
syndicate
annual report, 312, sch. 1
syndicate
auditor, 117, sch. 1; 204, sch. 1; 312, sch. 1; 336, sch.
syndicate
auditorÕs opinion. 312, sch. 1, 326, sch. 1
syndicate
cessation, 310, sch. 1, 1
syndicate
list, 309, sch. 1; 310 1, sch. 1, 3, 4; 316, sch.; 333, sch. 1; 413, sch.
syndicate
MAPA capacity, 309, sch. 1; 322, sch.; 324, sch. 1; 334, sch. 1
syndicate
merger, 310, sch. 1
syndicate
901, 507, sch. 1
syndicate
premium income, 201, 1; 310, sch. 2; 338, sch.
syndicate
premium limit, 333, sch. 1
syndicate
profit, 310, sch. 3
syndicate
return, 204, sch. 1
syndicate
solvency result, 204, sch. 1
System,
525, sch.
System
currency, 525, sch.
System
transaction, 525, sch.
temporary
cover, 313, sch.; 314, sch.
temporary
cover note, 313, sch.
ten per
cent controller, 101, 1; 111, sch.
tendered
capacity, 342, sch.; 344, sch.
tenderer,
342, sch.; 344, sch.
tender
order, 342, sch.; 344, sch.
thirty-three
per cent controller, 101, 1; 111, sch.
Total
Capacity, 520, sch. 1; 521, sch. 1
Total Individual
Capacity, 521, sch. 1
total MAPA
capacity, 322, sch.; V
trade
association, 114, sch. 1
training
and development plan, 343, sch.
transfer
agreement, 329, sch.
transferee,
329, sch.
transferor,
101, 1; 329, sch.
transition
arrangement, 329, sch.
Treasury,
310, sch. 1, 2, 3, 4
trust fund,
204, sch. 1
twenty per
cent controller, 101, 1; 111, sch.
umbrella
arrangement, 110, 1; 525, sch.
umbrella
broker, 519, sch.
unapproved
arrangement, 329, sch.
unclosed
year of account, 312, sch. 1
underwriter,
116, sch.; 310, sch. 2; 311, sch. 1; 314, sch.
underwriting,
310, sch. 3, 4
underwriting
agent, 7, 2; 101, 1; 301, 1; 328, sch. 1, 2; 329, sch.; 330, sch. 1; 343, sch.;
417, sch. 1; 522, sch. 1; 525, sch.
underwriting
balance, 326, sch. 1
underwriting
member, 7, 2; 111, sch.; 309, sch. 1; 411, 1; 512, sch.
underwriting
requirement, 111, sch.
underwriting
result, 326, sch. 1
unsolicited
calls, 316, sch.
validation
date, 342, sch.; 344, sch.
working
member, 521, sch. 1
working
member of the Council, 7, 2
year, 100,
1; 310, sch. 1, 3, 4
Wreck
Board of
Trade, 1, 41
Crown, 1,
41
Lutine, 1,
35
receivers,
1; 1, 41
recovery,
1, 34
salvage, 1,
35
Wrongful
trading, 309, sch. 2
Y
Years of
account
annual
reports, 326, 7, 11, 14, sch. 4
cessation,
332, 4
closed,
204, sch. 1; 304, 8; 309, sch. 1; 312, 2, 4; 326, 7, sch. 2
high stop
loss fund, 523, 5
managing
agents, 326, sch. 6
mandatory
offers, 332, 3
MAPA, 309,
10, sch. 6; 326, sch. 5
membersÕ
agents, 309, 10, sch. 1, 2
agreements,
310, sch. 1
mergers,
332, 1
minority
buy-outs, 332, 1
multiple
syndicates, 326, sch. 8
open, 204,
sch. 1; 312, 8
pre-emption
offers, 333, 2
profit or
loss, 204, sch. 1
run-off,
101, 10; 312, 2, 8, sch. 1
syndicate
accounts, 326, 2, sch. 3, 7
syndicate
premium income, 201, 1, 1A; 335, 4
solvency
reporting, 204, 2, sch. 1
unclosed,
312, 4
underwriting
agents, 101, 1, 9; 304, 8