Group Supervision

1.1

Unless otherwise stated, this Part applies to:

1. (1) every UK Solvency II firm:
1. (a) that is a member of a group for which the PRA is the group supervisor;
2. (b) that is a member of a group for which a supervisory authority (other than the PRA) is the group supervisor, subject to (c) and to the extent this Part gives effect to the Solvency II EEA implementing measures in the territory of its group supervisor; and
3. (c) where the group supervisor of a group of which a firm is a member is a supervisory authority in Gibraltar, the requirements of the Solvency II EEA implementing measures in that territory apply to the firm in relation to its capacity as a member of that group;
2. (2) in accordance with Insurance General Application 3, the Society as a mixed activity insurance holding company, as modified by 21; and
3. (3) a UK holding company.

1.2

In this Part, the following definitions shall apply:

close links

means a situation in which two or more persons are linked by control or participation, or a situation in which two or more persons are permanently linked to one and the same person by a control relationship.

[Note: Art. 13(17) of the Solvency II Directive]

delegated act

means Commission Delegated Regulation (EU) 2015/35 supplementing Directive 2009/138/EC of the European Parliament and of the Council on the taking-up and pursuit of the business of Insurance and Reinsurance (Solvency II).

financial institution

has the meaning given in point (26) of Article 4(1) of the CRR.

group supervisor

means (in relation to a group) the authority designated as group supervisor in relation to that group, in accordance with Solvency II EEA implementing measures implementing Article 247 of the Solvency II Directive or in accordance with regulation 26 of the Solvency 2 Regulations.

intermediate holding company

means an insurance holding company or a mixed financial holding company through which a Solvency II undertaking in a group holds a participation in a related Solvency II undertaking, a third country insurance undertaking or a third country reinsurance undertaking.

method 1

means the method for calculating group solvency described in 11.1.

method 2

means the method for calculating group solvency described in 12.1.

mixed activity insurance holding company

means a parent undertaking, other than a Solvency II undertaking, a third-country insurance undertaking, a third-country reinsurance undertaking, an insurance holding company or a mixed financial holding company, the subsidiary undertakings of which include at least one Solvency II undertaking.

[Note: Art. 212(1)(g) of the Solvency II Directive]

own funds eligible for the group SCR

means:

1. (1) in relation to method 1, the own funds eligible for the group SCR in accordance with 11.1(3); and
2. (2) in relation to method 2, the aggregate eligible own funds of the group referred to in 12.2.

own funds eligible for the SCR

means the aggregate of the firm’s:

1. (a) Tier 1 own funds; and
2. (b) eligible Tier 2 own funds; and
3. (c) eligible Tier 3 own funds.

related Solvency II undertaking

means a Solvency II undertaking that is a related undertaking of another undertaking.

related undertaking

means, in relation to an undertaking (“U”):

(1) any subsidiary undertaking of U; or

(2) any undertaking in which U or any of U’s subsidiary undertakings holds a participation; or

(3) any undertaking linked to U by a common management relationship; or

(4) any undertaking linked by a common management relationship to an undertaking in (1), (2) or (3).

Solvency II EEA implementing measures

means any measures implementing the Solvency II Directive in Gibraltar.

Solvency II undertaking

means:

1. (1) a Gibraltarian insurance undertaking as defined under Regulation 10(2) of The Gibraltar (Miscellaneous Amendments) (EU Exit) Regulations 2019;
2. (2) a Gibraltarian reinsurance undertaking as defined under Regulation 10(2) of The Gibraltar (Miscellaneous Amendments) (EU Exit) Regulations 2019; or
3. (3) a UK Solvency II firm.

solvency deficit

means the amount (if any) by which the related undertaking’s eligible own funds fall short of its solvency capital requirement under the SCR Rules or the relevant Solvency II EEA implementing measures as appropriate.

supervisory authority

means the national authorities empowered by law or regulation of the UK or Gibraltar to supervise Solvency II undertakings for the purposes of the provisions implementing the Solvency II Directive including the PRA, FCA and Financial Services Commission of Gibraltar (FSC).

UK holding company

means an insurance holding company or mixed financial holding company that:

1. (1) is incorporated in the UK; or
2. (2) has a place of business in the UK.

2.1

This Part applies at the level of the group to types of groups where:

1. (1) either:
1. (a) a UK Solvency II firm is a participating undertaking in at least one other Solvency II undertaking, third country insurance undertaking or third country reinsurance undertaking; or
2. (b) a Solvency II undertaking (other than a UK Solvency II firm) is a participating undertaking in a UK Solvency II firm; or
2. (2) the parent undertaking of a UK Solvency II firm is an insurance holding company or a mixed financial holding company which has its head office in the UK or Gibraltar; or
3. (3) the parent undertaking of a UK Solvency II firm is an insurance holding company or a mixed financial holding company which does not have its head office in the UK or Gibraltar or is a third country insurance undertaking or a third country reinsurance undertaking; or
4. (4) the parent undertaking of a UK Solvency II firm is a mixed activity insurance holding company.

[Note: Art. 213(2) of the Solvency II Directive]

2.2

The changes to this rule are effective from 23:00 on 31/12/2020.

Where, in accordance with 2.1, this Part applies at the level of a group, that group consists of all undertakings within the relevant group, subject to 2.3 and 3 and provided that:

1. (1) where 2.1(1) applies, the definition of a group must be applied to the participating Solvency II undertaking, its subsidiary undertakings, the undertakings in which it holds a participation and undertakings to which it is linked by a common management relationship or, where applicable, to the undertakings in a mutual-type group;
2. (2) where 2.1(2) applies, the definition of a group must be applied to the insurance holding company or mixed financial holding company, its subsidiary undertakings, the undertakings in which it holds a participation and undertakings to which it is linked by a common management relationship or, where applicable, to the undertakings in a mutual-type group;
3. (3) where 2.1(3) applies, the definition of a group must be applied to the insurance holding company or mixed financial holding company, third country insurance undertaking or third country reinsurance undertaking (as applicable), its subsidiary undertakings, the undertakings in which it holds a participation and undertakings to which it is linked by a common management relationship or, where applicable, to the undertakings in a mutual-type group; and
4. (4) where 2.1(4) applies, the definition of a group must be applied to the mixed activity insurance holding company, its subsidiary undertakings, the undertakings in which it holds a participation and undertakings to which it is linked by a common management relationship or, where applicable, to the undertakings in a mutual-type group.

[Note: Art. 213(2) of the Solvency II Directive]

2.3

The changes to this rule are effective from 23:00 on 31/12/2020.

Where the PRA as group supervisor has granted a waiver or where a supervisory authority which is the group supervisor has decided, in accordance with Solvency II EEA implementing measures implementing Article 214 of the Solvency II Directive, not to include an undertaking in the group supervision referred to in 2.1:

1. (1) that undertaking must be excluded from the group for the purposes of 2.1; and
2. (2) if that undertaking is a firm and is excluded because:
1. (a) it is of negligible interest with respect to the objectives of group supervision; or
2. (b) its inclusion would be inappropriate or misleading with respect to the objectives of group supervision,

the firm which is at the head of the group of which that firm would otherwise be a part, or any other firm which is a member of the group must provide any information in relation to the excluded firm that the PRA may require to facilitate the supervision of the excluded firm.

[Note: Art. 214(2) of the Solvency II Directive]

2.4

The provisions of the Solvency II Firms Sector of the PRA Rulebook concerning the supervision of firms (or the Solvency II EEA implementing measures in relation to Solvency II undertakings which are members of a group for which the PRA is the group supervisor) taken individually continue to apply to those undertakings, except where otherwise provided under this Part.

[Note: Art. 213(1) of the Solvency II Directive]

3.1

If the participating Solvency II undertaking or the insurance holding company or mixed financial holding company referred to in 2.1(1) or 2.1(2) is itself a subsidiary undertaking of another Solvency II undertaking or of another insurance holding company or mixed financial holding company which has its head office in the UK or Gibraltar, then 4 to 19 apply only at the level of the ultimate Solvency II undertaking, insurance holding company, or mixed financial holding company in the group which has its head office in the UK or Gibraltar.

[Note: Art. 215(1) of the Solvency II Directive]

3.2

The changes to this rule are effective from 23:00 on 31/12/2020.

If the PRA makes a decision to undertake group supervision at national level in accordance with Regulation 13 of the Solvency 2 Regulations then 4 to 19 apply with any necessary changes, subject to the relevant requirements of Regulations 13, 14 and 16 of the Solvency 2 Regulations and the following:

1. (1) group supervision of the ultimate parent undertaking at national level is restricted to those remaining rules of 4 to 19 if the firm is granted a waiver of such other sections as would otherwise apply to a group; and
2. (2) no firm in the group may introduce, in accordance with 15.1(5), an application for permission to subject any subsidiary undertakings in the group to 15.3.

4.1

Where 2.1(1) applies, each participating Solvency II undertaking that is a firm in the group and each relevant insurance group undertaking must ensure that eligible own funds are available in the group which are always at least equal to the group SCR as calculated in accordance with 7 to 12.

[Note: Art. 218(2) of the Solvency II Directive]

4.2

Where 2.1(2) applies, each relevant insurance group undertaking must ensure that eligible own funds are available in the group which are always at least equal to the group SCR as calculated in accordance with 14.

[Note: Art. 218(3) of the Solvency II Directive]

4.3

Relevant insurance group undertakings must have procedures in place to identify deteriorating financial conditions within the groups of which they are members and must immediately notify the group supervisor when that deterioration occurs.

[Note: Art. 218(4) and Art. 136 of the Solvency II Directive]

4.4

The changes to this rule are effective from 23:00 on 31/12/2020.

Relevant insurance group undertakings must:

1. (1) immediately inform the PRA as soon as they observe that the group SCR is no longer complied with, or where there is a risk of non-compliance within the next three months;
2. (2) within two months from the observation of non-compliance with the group SCR, submit a realistic recovery plan in accordance with Undertakings In Difficulty 5.1 for approval by the PRA;
3. (3) take the measures necessary to achieve, within six months (or such longer period as the PRA may determine) from the observation of non-compliance with the group SCR, the re-establishment of the level of eligible own funds covering the group SCR or the reduction of the risk profile to ensure compliance with the group SCR; and
4. (4) if the PRA has extended the period referred to in (3) by reason of the declaration:
1. (a) (before IP completion day) by EIOPA; or
2. (b) (on or after IP completion day) by the PRA pursuant to regulation 4A of the Solvency 2 Regulations,
5. of an exceptional adverse situation affecting the group, submit a progress report to the PRA every three months setting out the measures taken and the progress made to re-establish the level of own funds covering the group SCR or to reduce the risk profile to ensure compliance with the group SCR.

[Note: Art. 218(4) and Art. 138(1)–(4) of the Solvency II Directive]

5.1

The calculations referred to in 4.1 and 4.2 must be carried out at least annually by the relevant insurance group undertakings.

[Note: Art. 219(1) of the Solvency II Directive]

5.2

The relevant data for, and the results of, the calculations referred to in 4.1 and 4.2 must be submitted to the group supervisor by:

1. (1) the participating Solvency II undertakings referred to in 4.1, or by any one of them, in the case of the calculations referred to in 4.1; or
2. (2) the UK holding company or such other undertaking in the group as may be determined by the group supervisor in accordance with regulation 15(1)(c) of the Solvency 2 Regulations or Solvency II EEA implementing measures implementing Article 219(1) of the Solvency II Directive in the case of the calculations referred to in 4.2.
3. (3) Upon request by the group supervisor, where there is evidence to suggest that the risk profile of the group has altered significantly since the date on which the group Solvency Capital Requirement was last reported, the group SCR must be recalculated without delay and reported to the group supervisor.

[Note: Art. 219(1) of the Solvency II Directive]

5.3

The changes to this rule are effective from 23:00 on 31/12/2020.

1. (1) The relevant insurance group undertakings must monitor the group SCR on an ongoing basis.
2. (2) Where the risk profile of the group deviates significantly from the assumptions underlying the last reported group SCR, the group SCR must be recalculated without delay and reported to the group supervisor.
3. (3) Upon request by the group supervisor, where there is evidence to suggest that the risk profile of the group has altered significantly since the date on which the group Solvency Capital Requirement was last reported, the group SCR must be recalculated without delay and reported to the group supervisor.

[Note: Art. 219(2) of the Solvency II Directive]

6.1

1. (1) This Chapter applies to a firm if another member of its group which is not subject to Own Funds 5 intends to issue an item for inclusion within the basic own funds forming the own funds eligible for the group SCR of the firm’s group.
2. (2) This Chapter does not apply in respect of the following:
   1. (a) any item which a firm intends to include within the basic own funds forming the own funds eligible for the group SCR of the firm’s group that is not covered by the lists of own funds items set out in the Solvency II Regulations, but which may be included in the basic own funds forming the own funds eligible for the group SCR only if the firm has received the PRA’s approval; and
   2. (b) any item which a firm intends to include within the ancillary own funds forming the own funds eligible for the group SCR of the firm’s group.

6.2

The changes to this rule are effective from 23:00 on 31/12/2020.

1. (1) Subject to 6.5, a firm must notify the PRA in writing of the intention of another member of its group which is not subject to Own Funds 5 to issue an item which it intends to include within the basic own funds forming the own funds eligible for the group SCR, as soon as it becomes aware of the intention of the issuing undertaking.
2. (2) When giving notice, a firm must:
1. (a) provide details of the amount of basic own funds to be raised through the intended issue and whether the item is intended to be issued to external investors or within its group;
2. (b) identify the classification of basic own funds the item is intended to fall within;
3. (c) provide a copy of the draft terms and conditions;
4. (d) describe the proposed item’s contribution to own funds eligible for the group SCR;
5. (e) describe the group’s membership and structure, including the relationship between the firm and the group member issuing the proposed item;
6. (f) provide a draft of a properly reasoned independent legal opinion from an appropriately qualified individual confirming that the item complies with the rules applicable to items of basic own funds included in the classification of the item identified in (b);
7. (g) for any item referred to in Article 82(3) of the delegated act (including after IP completion day the relevant national law provision), provide a draft of a properly reasoned independent accounting opinion from an appropriately qualified individual as to the item’s treatment in the financial statements of the group member issuing the proposed item and of the group;
8. (h) include confirmation from the governing body of the firm that the item complies with the rules applicable to items of basic own funds included in the classification of the item identified in (b); and
9. (i) state whether the item is encumbered or whether there are any connected transactions in respect of the item and, if so, provide details.

6.3

If after an initial notification under 6.2, but prior to an item’s issuance, a firm proposes to change the information previously submitted, it must provide a further written notification of that change without delay.

6.4

If an undertaking proposes to establish or amend a debt securities programme for the issue of an item which the firm intends to include within the basic own funds forming the own funds eligible for the group SCR, the firm must:

1. (1) notify the PRA of the establishment of the programme or of the proposed amendment to the programme; and
2. (2) provide the information required by 6.2

as soon it becomes aware of the proposed establishment or amendment. The PRA must be notified of any changes in accordance with 6.3.

6.5

6.2 does not apply to:

1. (1) ordinary shares issued by an undertaking in the group which:
1. (a) meet the classification criteria for ordinary share capital in Tier 1 own funds; and
2. (b) are the same as ordinary shares previously issued by that undertaking;
2. (2) debt instruments issued from a debt securities programme established by an undertaking in the group, provided that:
1. (a) the establishment of (and any subsequent amendment to) the programme was notified to the PRA in accordance with 6.4 and the last such notification was given to the PRA no more than twelve months prior to the date of the proposed drawdown;
3. 1. (b) the programme complies with, and the information previously notified to the PRA in accordance with 6.4 in relation to the programme is unaffected by, any changes in law or regulation, or the interpretation or application of either, coming into effect since the last notification in accordance with 6.4; and
   2. (c) any instrument issued pursuant to the programme must, under the terms of the programme, constitute basic own funds; and
4. (3) any item which is to be issued on identical terms to one or more items included in the basic own funds forming the own funds eligible for the group SCR issued by the undertaking in the group within the previous twelve months and notified to the PRA in accordance with 6.2, excluding (1) the issue date, (2) the maturity date, (3) the amount of the issuance, (4) the currency of the issuance, and (5) the rate of interest payable by the issuer.

6.6

A firm must notify the PRA in writing, no later than the date of issue, of the intention of the undertaking in the group to issue an item listed in 6.5 which it intends to include within the basic own funds forming the own funds eligible for the group SCR. When giving notice, a firm must:

1. (1) provide the information set out in 6.2(2) other than 6.2(2)(c) (draft terms and conditions), 6.2(2)(f) (draft legal opinion) and 6.2(2)(g) (draft accounting opinion); and
2. (2) for the issue of an item pursuant to 6.5(1) or 6.5(3), confirm that the terms of the item have not changed since the previous issue of that type of item of basic own funds by that undertaking.

6.7

A firm must notify the PRA in writing of the intention of an undertaking in the group to amend or otherwise vary the terms of any item of own funds eligible for the group SCR as soon as it becomes aware of the intention of the issuing undertaking to amend or otherwise vary the terms of the item.

6.8

A firm must provide to the PRA as soon as practicable after it becomes aware of the issuance of an item of basic own funds by an undertaking in its group to which 6.2, 6.4, 6.5(2) or 6.5(3) applies:

1. (1) a finalised copy of the draft legal opinion referred to in 6.2(2)(f);
2. (2) a finalised copy of the draft accounting opinion referred to in 6.2(2)(g) if applicable;
3. (3) a copy of the instrument’s final terms and conditions; and
4. (4) a reasoned basis for the choice of coupon structure and any other provision that might suggest an incentive to redeem.

7.1

The calculation of the solvency at the level of the group of the Solvency II undertakings referred to in 2.1(1) must be carried out:

1. (1) in accordance with the technical principles in 8 to 10; and
1. [Note: Art. 220(1) of the Solvency II Directive]
2. (2) in accordance with method 1, unless the group supervisor has determined under Solvency II EEA implementing measures implementing Article 220(2) of the Solvency II Directive or imposed a requirement that method 2 or a combination of method 1 and method 2 must be applied.
1. [Note: Art. 220(2) of the Solvency II Directive]

8.1

The calculation of the solvency of a group must take account of the proportional share held by the participating undertaking in its related undertakings.

[Note: Art. 221(1) of the Solvency II Directive]

8.2

For the purposes of 8.1, the proportional share must comprise either of the following, subject to 8.3:

1. (1) where method 1 is used, the percentages used for the establishment of the consolidated accounts; or
2. (2) where method 2 is used, the proportion of the subscribed capital that is held, directly or indirectly, by the participating undertaking.

[Note: Art. 221(1) of the Solvency II Directive]

8.3

The changes to this rule are effective from 23:00 on 31/12/2020.

Notwithstanding 8.2:

1. (1) where the related undertaking is a subsidiary undertaking and does not have sufficient eligible own funds to cover its SCR, the total solvency deficit of the subsidiary undertaking must be taken into account (or a proportional share of that solvency deficit, if the group supervisor so determines under regulation 17(4) of the Solvency 2 Regulations or Solvency II EEA implementing measures implementing Article 221(1) of the Solvency II Directive); and
1. [Note: Art. 221(1) of the Solvency II Directive]
2. (2) the proportional share must be as determined by the group supervisor if such a determination is made under regulation 17(2) of the Solvency 2 Regulations or Solvency II EEA implementing measures implementing Article 221(1) of the Solvency II Directive.
1. [Note: Art. 221(2) of the Solvency II Directive]

9.1

Own funds eligible for the SCR must not be taken into account more than once among the different Solvency II undertakings taken into account in the calculation of the solvency of a group. For that purpose, when calculating the solvency of a group and where method 1 and method 2 do not provide for it, the following amounts must be excluded:

1. (1) the value of any asset of the participating Solvency II undertaking which represents the financing of own funds eligible for the SCR of one of its related Solvency II undertakings;
2. (2) the value of any asset of a related Solvency II undertaking of the participating Solvency II undertaking which represents the financing of own funds eligible for the SCR of that participating Solvency II undertaking; and
3. (3) the value of any asset of a related Solvency II undertaking of the participating Solvency II undertaking which represents the financing of own funds eligible for the SCR of any other related Solvency II undertaking of that participating Solvency II undertaking.

[Note: Art. 222(1) of the Solvency II Directive]

9.2

The changes to this rule are effective from 23:00 on 31/12/2020.

Without prejudice to 9.1 or 9.3, the following must be excluded in the calculation of the solvency of a group unless they are, and only insofar as they are, eligible for covering the SCR of the related undertaking concerned:

1. (1) surplus funds falling under Surplus Funds 2.2 or Solvency II EEA implementing measures implementing Article 91(2) of the Solvency II Directive arising in a related Solvency II undertaking of the participating Solvency II undertaking for which the solvency of a group is calculated; and
2. (2) any subscribed but not paid-up capital of a related Solvency II undertaking of the participating Solvency II undertaking for which the solvency of a group is calculated.

[Note: Art. 222(2) of the Solvency II Directive]

9.3

Without prejudice to 9.1, the following must, in any event, be excluded from the calculation:

1. (1) subscribed but not paid-up capital which represents a potential obligation on the part of the participating undertaking;
2. (2) subscribed but not paid-up capital of the participating Solvency II undertaking which represents a potential obligation on the part of a related Solvency II undertaking; and
3. (3) subscribed but not paid-up capital of a related Solvency II undertaking which represents a potential obligation on the part of another related Solvency II undertaking of the same participating Solvency II undertaking.

[Note: Art. 222(2) of the Solvency II Directive]

9.4

Where the PRA considers that certain own funds eligible for the SCR of a related Solvency II undertaking (other than those referred to in 9.2 and 9.3) cannot effectively be made available to cover the SCR of the participating Solvency II undertaking for which the solvency of a group is calculated, those own funds must not be included in the calculation of the group solvency of the group unless they are, and only in so far as they are, eligible for covering the SCR of the related undertaking.

[Note: Art. 222(3) of the Solvency II Directive]

9.5

The sum of the own funds included under 9.2 and 9.4 must not exceed the SCR of the related Solvency II undertaking.

[Note: Art. 222(4) of the Solvency II Directive]

9.6

The changes to this rule are effective from 23:00 on 31/12/2020.

Any eligible own funds of a related Solvency II undertaking of the participating Solvency II undertaking for which the solvency of a group is calculated that are subject to prior authorisation from the supervisory authority of the related Solvency II undertaking, in accordance with regulation 44 of the Solvency 2 Regulations or Solvency II EEA implementing measures implementing Article 90 of the Solvency II Directive, must be included in the calculation of the group solvency only in so far as they have been duly authorised by that supervisory authority.

[Note: Art. 222(5) of the Solvency II Directive]

9.7

When calculating the solvency of a group, no account must be taken of any own funds eligible for the SCR arising out of reciprocal financing between the participating Solvency II undertaking and any of the following:

1. (1) a related undertaking;
2. (2) a participating undertaking; and
3. (3) another related undertaking of any of its participating undertakings.

[Note: Art. 223(1) of the Solvency II Directive]

9.8

When calculating the solvency of a group, no account must be taken of any own funds eligible for the SCR of a related Solvency II undertaking of the participating Solvency II undertaking for which the group solvency of the group is calculated where the own funds concerned arise out of reciprocal financing with any other related undertaking of that participating Solvency II undertaking. Reciprocal financing exists at least where a Solvency II undertaking, or any of its related undertakings, holds shares in, or makes loans to, another undertaking which, directly or indirectly, holds eligible own funds of the first undertaking.

[Note: Art. 223(2), (3) of the Solvency II Directive]

9.9

The value of the assets and liabilities of a group must be assessed in accordance with Valuation 2.

[Note: Art. 224 of the Solvency II Directive]

10.1

Where a Solvency II undertaking has more than one related Solvency II undertaking, the group solvency calculation of the group must be carried out by including each of those related Solvency II undertakings.

[Note: Art. 225 of the Solvency II Directive]

10.2

The changes to this rule are effective from 23:00 on 31/12/2020.

In respect of a related Solvency II undertaking with its head office in Gibraltar, the group solvency calculation must take account of the SCR and the own funds eligible for the SCR as laid down in the Solvency II EEA implementing measures of Gibraltar.

10.3

The changes to this rule are effective from 23:00 on 31/12/2020.

1. (1) When calculating the group solvency of a Solvency II undertaking in a group, the situation of each intermediate holding company must be taken into account.
2. (2) For the sole purpose of that calculation, the intermediate holding company must be treated as if it were a Solvency II undertaking subject to the SCR Rules in respect of the SCR and were subject to the same conditions as are laid down in the Own Funds Part of the PRA Rulebook in respect of own funds eligible for the SCR.
3. (3) In cases where an intermediate holding company holds subordinated debt or other eligible own funds subject to limitation in accordance with Own Funds 4 or any applicable Solvency II Regulations, they must be recognised as eligible own funds up to the amounts calculated by application of the limits in Own Funds 4 or any applicable Solvency II Regulations to the total eligible own funds outstanding at the level of the group as compared to the group SCR.
4. (4) Any eligible own funds of an intermediate holding company, which would require prior authorisation from a supervisory authority in accordance with regulation 44 of the Solvency 2 Regulations or Solvency II EEA implementing measures implementing Article 90 of the Solvency II Directive, may be included in the calculation of the group solvency of the group only in so far as they have been duly authorised by the group supervisor.

[Note: Art. 226 of the Solvency II Directive]

10.4

The changes to this rule are effective from 23:00 on 31/12/2020.

1. (1) Subject to (2), when calculating, in accordance with method 2, the group solvency of a Solvency II undertaking in a group which is a participating undertaking in a third country insurance undertaking or third country reinsurance undertaking, that third country insurance undertaking or third country reinsurance undertaking must, solely for the purposes of that calculation, be treated as a related Solvency II undertaking.
2. (2) If the third country in which that third country insurance undertaking or third country reinsurance undertaking has its head office makes it subject to authorisation and imposes on it a solvency regime that is assessed to be equivalent under Article 379A of the delegated act, the calculation in (1) must take into account, as regards that undertaking, the requirement equivalent to the SCR and the capital items eligible to satisfy that requirement as laid down by that third country.

[Note: Art. 227 of the Solvency II Directive]

10.5

The changes to this rule are effective from 23:00 on 31/12/2020.

When calculating the group solvency of a Solvency II undertaking in a group which is a participating undertaking in a credit institution, investment firm or financial institution, the participating Solvency II undertaking must either:

1. (1) apply method 1 or method 2 in Financial Conglomerates Annex 2 with any necessary changes, provided that method 1 in that Annex must be applied only where the group supervisor is satisfied as to the level of integrated management and internal control regarding the undertakings which would be included in the scope of consolidation and provided always that the method chosen must be applied in a consistent manner over time; or
2. (2) if the group supervisor so determines (either at the request of the participating undertaking or on its own initiative), deduct any such participation from the own funds eligible for the group SCR of the participating undertaking.

[Note: Art. 228 of the Solvency II Directive]

10.6

The changes to this rule are effective from 23:00 on 31/12/2020.

Where the information necessary for calculating the group solvency of a Solvency II undertaking in a group, concerning a related undertaking with its head office in the UK or Gibraltar or a third country, is not available to the group supervisor then:

1. (1) the book value of that related undertaking in the participating Solvency II undertaking must be deducted from the own funds eligible for the group SCR; and
2. (2) the unrealised gains connected with that participation must not be recognised as own funds eligible for the group SCR.

[Note: Art. 229 of the Solvency II Directive]

11.1

1. (1) The calculation of the group solvency of the participating Solvency II undertaking in a group must be carried out on the basis of the consolidated accounts.
2. (2) The group solvency of the participating Solvency II undertaking in a group is the difference between the following:
1. (a) the own funds eligible for the group SCR, calculated on the basis of consolidated data; and
2. (b) the group SCR calculated on the basis of consolidated data.
3. (3) Own Funds and the SCR Rules apply to the calculation of the own funds eligible for the group SCR and of the group SCR based on consolidated data.

[Note: Art. 230(1) of the Solvency II Directive]

11.2

The group SCR of a group based on consolidated data (consolidated group SCR) must be calculated on the basis of either the standard formula or an approved internal model, in a manner consistent with the general principles contained in the SCR Rules

[Note: Art. 230(2) of the Solvency II Directive]

11.3

1. (1) The consolidated group SCR of a group must have as a minimum the sum of the following:
1. (a) the MCR of the participating Solvency II undertaking; and
2. (b) the proportional share of the MCR of the related Solvency II undertakings.
2. (2) That minimum must be covered by eligible own funds within paragraph 2 of the definition of “eligible own funds”.
3. (3) For the purposes of determining whether those eligible own funds qualify to cover the minimum consolidated group SCR of a group, the principles in 8 to 10 apply with any necessary changes. Undertakings In Difficulty 3 also applies with any necessary changes.

[Note: Art. 230(2) of the Solvency II Directive]

11.4

Any application for permission to calculate the consolidated group SCR, as well as the SCR of Solvency II undertakings in the group, on the basis of an internal model, submitted by a Solvency II undertaking and its related undertakings, or jointly by the related Solvency II undertakings of an insurance holding company or a mixed financial holding company, must be submitted to the group supervisor.

[Note: Art. 231(1) of the Solvency II Directive]

12.1

The group solvency of the participating Solvency II undertaking in a group is the difference between the following:

1. (1) the aggregated group eligible own funds, as provided for in 12.2; and
2. (2) the value in the participating Solvency II undertaking of the related Solvency II undertakings and the aggregated group SCR, as provided for in 12.3.

[Note: Art. 233(1) of the Solvency II Directive]

12.2

The aggregated group eligible own funds of a group is the sum of the following:

1. (1) the own funds eligible for the SCR of the participating Solvency II undertaking; and
2. (2) the proportional share of the participating Solvency II undertaking in the own funds eligible for the SCR of the related Solvency II undertakings.

[Note: Art. 233(2) of the Solvency II Directive]

12.3

The aggregated group SCR of a group is the sum of the following:

1. (1) the SCR of the participating Solvency II undertakings; and
2. (2) the proportional share of the SCR of the related Solvency II undertakings.

[Note: Art. 233(3) of the Solvency II Directive]

12.4

Where, in a group, the participation in the related Solvency II undertaking consists, wholly or in part, of an indirect ownership, the value in the participating Solvency II undertaking of the related Solvency II undertaking must incorporate the value of that indirect ownership. The value of that indirect ownership must take into account the relevant successive interests, and the items referred to in 12.2(2) and 12.3(2) must include the corresponding proportional shares, respectively, of the own funds eligible for the SCR of the related Solvency II undertaking and of the SCR of the related Solvency II undertakings.

[Note: Art. 233(4) of the Solvency II Directive]

12.5

Any application for permission to calculate the SCR of Solvency II undertakings in the group, on the basis of an internal model, submitted by a Solvency II undertaking and its related undertakings, or jointly by the related undertakings of an insurance holding company or a mixed financial holding company, must be submitted to the group supervisor.

[Note: Art. 233(5) of the Solvency II Directive]

13.1

The relevant insurance group undertakings must make every effort to remedy the deficiencies that led to the imposition of a capital add-on arising as a result of an internal model significant risk profile deviation or a significant system of governance deviation at the level of the group.

[Note: Art. 232, Art. 233(6) and Art. 37(3) of the Solvency II Directive]

13.2

The group SCR prior to the imposition of the capital add-on, together with the amount of the capital add-on imposed at the level of the group, will constitute the group’s group SCR.

[Note: Art. 232, Art. 233(6) and Art. 37(5) of the Solvency II Directive]

14.1

1. (1) Where Solvency II undertakings in a group are subsidiary undertakings of an insurance holding company or a mixed financial holding company, the calculation of the solvency of the group must be carried out at the level of the insurance holding company or mixed financial holding company applying 7.1(2) to 12.
2. (2) For the purpose of that calculation, the insurance holding company or mixed financial holding company must be treated as if it were a Solvency II undertaking subject to the SCR Rules as regards the SCR and the Own Funds Part of the PRA Rulebook as regards the own funds eligible for the SCR, provided that the relevant insurance group undertakings remain responsible for discharging any obligations arising from the application of this sub-paragraph.

[Note: Art. 235 of the Solvency II Directive]

15.1

The changes to this rule are effective from 23:00 on 31/12/2020.

[Deleted.]

15.2

The changes to this rule are effective from 23:00 on 31/12/2020.

[Deleted.]

15.3

The changes to this rule are effective from 23:00 on 31/12/2020.

[Deleted.]

15.4

The changes to this rule are effective from 23:00 on 31/12/2020.

[Deleted.]

16.1

1. (1) Where 2.1(1) or 2.1(2) applies, the relevant insurance group undertakings or any UK holding company must report on a regular basis and at least annually to the group supervisor any significant risk concentration at the level of the group.
2. (2) The necessary information must be submitted to the group supervisor by the relevant insurance group undertaking which is at the head of the group or, where the group is not headed by a relevant insurance group undertaking, by the UK holding company or such other Solvency II undertaking in the group as the group supervisor may specify.

[Note: Art. 244 of the Solvency II Directive]

16.2

1. (1) Where 2.1(1) or 2.1(2) applies, the relevant insurance group undertakings or any UK holding company must report on a regular basis, and at least annually, to the group supervisor all significant intra-group transactions by Solvency II undertakings within a group, including those performed with a natural person with close links to an undertaking in the group.
2. (2) Where an intra-group transaction falling within (1) is very significant, it must be reported to the group supervisor as soon as practicable.
3. (3) The necessary information must be submitted to the group supervisor by the relevant insurance group undertaking which is at the head of the group or, where the group is not headed by a Solvency II undertaking, by the UK holding company or such other Solvency II undertaking in the group as the group supervisor may specify.

[Note: Art. 245 of the Solvency II Directive]

17.1

1. (1) Where 2.1(1) or 2.1(2) applies, the following requirements apply with any necessary changes at the level of the group:
1. (a) Conditions Governing Business 2.2 to 2.6;
2. (b) Conditions Governing Business 3;
3. (c) Conditions Governing Business 4.1 to 4.2;
4. (d) Conditions Governing Business 5;
5. (e) Conditions Governing Business 6;
6. (f) Conditions Governing Business 7.1 to 7.3
7. (g) Fitness and Propriety 2.1 to 2.3, 4.1, 4.3 and 4.4;
8. (h) Allocation of Responsibilities 4; and
9. (i) Key Function Holder – Notifications 2 to 6, in accordance with 17.4.
2. (2) Without prejudice to (1), the risk management and internal control systems and reporting procedures must be implemented consistently in all the undertakings included in the scope of group supervision under 2.2(1) and 2.2(2) so that those systems and reporting procedures can be controlled at the level of the group.
3. (3) Without prejudice to (1), the internal control mechanisms must include at least the following:
1. (a) adequate mechanisms as regards group solvency to identify and measure all material risks incurred and to appropriately relate eligible own funds to risks; and
2. (b) sound reporting and accounting procedures to monitor and manage the intra-group transactions and the risk concentration.

17.2

1. (1) Where 2.1(1) or 2.1(2) applies, a participating Solvency II undertaking that is a firm, or if there is none, the UK holding company or the relevant insurance group undertakings, must undertake at the level of the group the assessment required by Conditions Governing Business 3.8 to 3.11.
2. (2) Where the calculation of the solvency at the level of the group is carried out in accordance with method 1, the participating Solvency II undertaking, the UK holding company or the relevant insurance group undertakings (as appropriate) must provide to the group supervisor a proper understanding of the difference between the sum of the SCR of all the related Solvency II undertakings in the group and the consolidated SCR of the group.
3. (3) Where the participating Solvency II undertaking, the UK holding company or the relevant insurance group undertakings (as appropriate) so decide, and subject to the agreement of the group supervisor, they may undertake any assessments required by Conditions Governing Business 3.8 to 3.11 at the level of the group and at the level of any subsidiary undertaking in the group at the same time, and may produce a single document covering all the assessments.
4. (4) Where the group exercises the option provided in (3), it must submit the document to all supervisory authorities concerned at the same time.
5. (5) The exercise of the option provided in (3) does not exempt the subsidiary undertakings concerned from the obligation to ensure that the requirements of Conditions Governing Business 3.8 to 3.11 are met.

[Note: Art. 246(1) to (4) of the Solvency II Directive]

17.3

Reporting 2.1 to 2.4 apply with any necessary changes.

[Note: Art. 254(2) of the Solvency II Directive]

17.4

[Deleted.]

18.1

1. (1) When 2.1(1) or 2.1(2) applies, participating Solvency II undertakings that are firms or, if there are none, the relevant insurance group undertakings must disclose publicly, on an annual basis, a report on the solvency and financial condition at the level of the group. Reporting 3 to 6 apply with any necessary changes.
2. (2) Where a participating Solvency II undertaking that is a firm or the relevant insurance group undertakings (as appropriate) so decide, and subject to the agreement of the group supervisor, they may provide a single SFCR which must comprise the following:
1. (a) the information at the level of the group which must be disclosed in accordance with (1); and
2. (b) the information for any of the subsidiaries within the group which must be individually identifiable and disclosed in accordance with Reporting 3 to 6.

[Note: Art. 256 of the Solvency II Directive]

19.1

When 2.1(1) or 2.1(2) applies, participating Solvency II undertakings that are firms or, if there are none, the relevant insurance group undertakings must disclose publicly, at the level of the group, on an annual basis, the legal structure and the governance and organisational structure, including a description of all subsidiaries, material related undertakings, and significant branches belonging to the group.

[Note: Art. 256a of the Solvency II Directive]

20.1

When 2.1(3) applies, 4 to 14, 16 to 19 and External Audit 2 to 4 apply with any necessary changes at the level of the insurance holding company or mixed financial holding company which does not have its head office in the UK or Gibraltar, third country insurance undertaking or third country reinsurance undertaking unless:

1. (1) subject to 20.2, the third country in which that undertaking has its head office is assessed to be equivalent under provisions implementing Article 260 of the Solvency II Directive, Article 380 and 380A of the delegated act, or an equivalence direction under paragraph 12 of Schedule 1 of The Equivalence Determinations for Financial Services and Miscellaneous Provisions (Amendment etc) (EU Exit) Regulations 2019; or
2. (2) in the absence of equivalent group supervision referred to in Article 260 of the Solvency II Directive, the PRA has specified other methods in accordance with provisions implementing Article 262 of the Solvency II Directive, Article 380 and 380A of the delegated act, or an equivalence direction under paragraph 12 of Schedule 1 of The Equivalence Determinations for Financial Services and Miscellaneous Provisions (Amendment etc) (EU Exit) Regulations 2019.

[Note: Art. 262 of the Solvency II Directive]

20.2

The changes to this rule are effective from 23:00 on 31/12/2020.

20.1(1) does not apply where, in the case of temporary equivalence under Article 260(5) of the Solvency II Directive, there is a Solvency II undertaking in the group that has a balance sheet total that exceeds the balance sheet total of the parent undertaking situated outside of the UK and Gibraltar.

[Note: Art. 260(7) of the Solvency II Directive]

20.3

The changes to this rule are effective from 23:00 on 31/12/2020.

When calculating the solvency of a group falling within 2.1(3) for the purpose of 20.1, a relevant insurance group undertaking must treat the parent undertaking (being an insurance holding company which does not have its head office in the UK or Gibraltar or a third country insurance undertaking or a third country reinsurance undertaking), solely for the purposes of that calculation, as a UK Solvency II firm to which 2.1(1)(a) applies.

[Note: Art. 262 of the Solvency II Directive]

20.4

The changes to this rule are effective from 23:00 on 31/12/2020.

Where the parent undertaking referred to in 2.1(3) is itself a subsidiary undertaking of an insurance holding company or mixed financial holding company which does not have its head office in the UK or Gibraltar or a third country insurance undertaking or a third country reinsurance undertaking, 20.1 applies at the level of either:

1. (1) the ultimate parent undertaking which is an insurance holding company or mixed financial holding company which does not have its head office in the UK or Gibraltar or a third country insurance undertaking or a third country reinsurance undertaking; or
2. (2) such other parent undertaking as the PRA may determine in accordance with Regulation 36A of the Solvency 2 Regulations.

[Note: Art. 263 of the Solvency II Directive]

21.1

16.2 and 17.3 apply, with any necessary changes, to groups falling within 2.1(4).

[Note: Art. 265 of the Solvency II Directive]