Captive insurance companies have continued their march to the mainstream in recent years as more and more companies look for risk management solutions. As these companies begin taking advantage of captive benefits, they must remember that captives are insurance companies and proper governance is paramount. In doing so, the composition and operations of a captive insurance company’s board of directors must be an essential consideration during the formation process and throughout the life of the captive. We’ve outlined three key considerations for forming an ideal board of directors for captive insurance companies—starting with board composition, the definition of board roles and responsibilities, and the oversight actions of the board.
You’ve done it. You’ve formed your captive, and the world is your oyster! You have your captive manager, you have an actuary, you have the green light from your domicile’s department of insurance. So, what do you do now? As noted previously, the captive is a functioning insurance company which means it requires an active governance function. The captive program participants must determine the size and composition of the board of directors. One significant consideration is the number of directors to be included. Captive owners should consider the following when selecting directors:
- The ability to understand and execute their duties as directors;
- Their knowledge of the coverages being written and the insureds;
- Their general financial and/or insurance knowledge;
- Identifying the right number of directors (too many can bog down proceedings while too few can provide a dearth of ideas and succession problems); and
- The objectivity of the prospective directors.
Board Duties and Responsibilities
The directors on a captive board carry the same responsibilities as directors for nearly any other organization. These directors must fulfill the following for the captives:
- Duty of Candor – Directors are expected to be forthright and honest in discussions of the management of the captives.
- Duty of Loyalty – Directors must not have conflicts of interest in the performance of their duties to the captive. Directors are expected to act in the best interest of the captive before any personal interest or others while engaged in that capacity.
- Duty of Care – Directors are in a sensitive position in directing the captive. As such, directors are expected to be prepared for meetings and be able to make decisions carefully during these meetings.
- Fiduciary Duty – Given their importance to the captive, directors have an expectation to operate with a high level of overall responsibility.
In addition, captives are subject to several legal requirements within each domicile. While these vary from domicile to domicile, requirements generally include the condition for a resident director within the domicile. Many also require a minimum of three directors, a minimum of one meeting per year (typically, within the domicile), and a requirement to record the actions and activities of the board. Captive owners must be aware of these requirements when selecting directors.
All of these responsibilities culminate in the operation of the captive. As organizations with strong governance functions typically succeed, captives should take care in selecting directors to reap those benefits. A director sets the ethical tone for the captive and serves as the moral compass for a captive’s operations. In fulfilling their above-mentioned responsibilities, directors should feel empowered to “pump the brakes,” ask difficult questions, and take appropriate action in the face of uncertainty. The captive board should also keep an eye on the future and ensure that the captive has a plan for succession. These activities will also position the captive to achieve its goals in a profitable manner.
Rewarding in Long-Term Success
Governance for any organization requires a bit of finesse in selecting the right number, and the right mix, of people. The rewards for focusing on long-term success and disciplined governance are significant, however, captive owners should keep the key roles and responsibilities of directors in mind. Selection of the ideal captive board of directors can turn a good captive program into a great captive program. For more information on how you can begin selecting the right people for your captive board, reach out to your CRI advisor for in-depth and experience-based guidance.
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