The GEMA report on the corporate governance of mutual
« Democracy, principle of governance of GEMA mutual insurers »
www.gema.fr
Why a report in 2004 ?
mutual insurers are developing well since 2004 without bankruptcies or scandals why a report on this topic? But fear that at French or European level, they would be requested to adopt the rules tailor made for public limited companies. The OECD report shows that this issue is a current one.
The governance of GEMA mutual insurers is characterised by 3 principles :
each member is required to express himself on the management of the mutual society (one man, one vote), the executive directors are members (with the exception of employers’ representatives) the members elect the executive directors directly or indirectly
The governance of mutual insurers is today the object of 3 critics :
lack of transparency lack of governing rules lack of competence
Lack of transparency ?
Improve the information and the powers of the general assembly : feed the information given to the members of the general assembly
– – – – more detailed management report report on governance report of financial politics report on mutuality
give
the body of members a simple information on the situation of the mutual society, at least once a year
Lack of rules on governance ?
improve the functioning of boards
• write the operating rules of the Executive Board • create committees of the Executive Board specialised in matters such as
• accounts and internal control • choice and pay of managers • each mutual insurer can create other committees (for the follow-up of subsidiaries, for the investing operations, etc)
• each mutual insurer decides on the composition of these committees which encompass executive directors, executive officials of the mutual society and external persons /figures .
Lack of competencies ?
1.
the insurance sector requests recognised academic knowledge and experience
the European Commission imposes the principle of fit and proper to all managers of insurers companies
2.
3.
how can this ‘fit and proper’ principle be respected in mutual societies respectful of their members’ democracy ? independent executive directors ? executive directors/members but appointed after examination by the selection committee and subject to a continuing training (at company law, insurance law, accounting…) developed technical services
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Reconcile democracy and competency : the experience of French mutual insurers show that it is possible