Captive Insurance Companies Need Independent Directors

Owners of captive insurance companies, as they continue to grow in asset value, need to look at expanding their Board of Directors to include the experienced Independent Director, regardless of domicile. The longer the captive insurance company remains in business, the greater the chance the captive will get into serious issues that will require a good deal of insurance industry expertise.

As an insurance practitioner for 40 years, let’s go over some of the issues that will come up for the “mature” captive taken from actual experiences.

Reinsurance Recoveries

The initial feasibility study contemplated only one reinsurer and now, due to market conditions, the captive insurance company finds itself with five reinsurers, with different limits of excess of loss protections. One of the reinsurers does not want to pay the excess claim and the captive has to select a reinsurance litigation law firm. This is not exactly within the job description of an insurance risk manager. Where does the captive’s risk manager turn for good advice? Does the captive litigate or arbitrate? What is the arbitration process all about, and can captives secure reinsurance recoveries through the arbitration process? Most captive owners have had no experience with this type of event. Failure to collect the reinsurance recovery may result in an insolvent captive insurance company.

Renegotiate the Fronting Fee

How many renewals have you gone through without getting the “front” insurance company to reduce its fronting fee? Who is responsible to devote the financial resources and time to explore new options for a “front” insurance company? Many captive owners never shop their fronting fee on the simple basis that they have no resources available to meet with potentially new “fronts”. It will be necessary for the “fronts” to solicit the captives, as they do at all the captive insurance company conferences held both domestically and offshore, especially in a soft underwriting cycle.

Captive owners need to understand the components of a “fronting fee,” and more importantly, what parts of the “fronting” fee are negotiable. The “front” company has all the components qualified from state premium taxes to residual market fees, to insurance company overhead.

Restructuring the Reinsurance Program

It is the responsibility of the captive owner to continuously monitor the reinsurance program and search for economic options. The pricing of reinsurance is not controlled by any regulatory body and therefore it is market driven. Many captive owners have never been exposed to the reinsurance negotiating process, nor are they in a position to benchmark reinsurance prices. Risk managers have very little national contact, other than their local chapter meetings. The cost of reinsurance is a big factor as respects the profitability of a captive, and must be negotiated by experienced executives. Independent Directors can help with that process.

Independent Directors

In contrast to the captive insurance company, the publicly held insurance company has used Independent Directors, mostly from the accounting and legal professions. Private equity firms that invest in insurers are looking for Board Directors to represent their interests, especially where they have a significant stock position.

Conclusion

More captive insurance companies are going to reach out to Independent Directors, with parental consent.