Life Company Registration Conditions

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Life company registration conditions

Life Insurance Act 1995 (‘the Act’)

To: IOOF LTD ABN 21 087 649 625 (‘the Company’)

Since the Company was registered under section 21 of the Act on 1/07/1999, I, Brandon Khoo, Executive General Manager, under paragraph 22(1)(b) of the Act, vary the conditions imposed on the registration in the manner specified in the Schedule.

Dated: 21/12/2018

[Signed]

Brandon Khoo[1]

Executive General Manager

Diversified Institutions Division

Schedule – registration

The conditions imposed on registration that relate to prudential matters:

Dedicated Business Function

The Company must implement and maintain a dedicated business function to support the Company from 31 March 2019. The dedicated business function may be shared with other AREs within the IOOF Group. The Company must ensure that the dedicated business function:

(a) supports the Company to fulfil its fiduciary obligations by advocating for member interests;

(b) assists with the development and implementation of a Strategy for the Company that is focused on the delivery of quality member outcomes, whilst having regard for the IOOF Group Strategy;

(c) coordinates day to day relationships with service providers and regulators on behalf of the Company, ensuring arms-length relationships with related parties;

(d) provides independent risk reporting on behalf of the Company, including investment reporting that is independent from the IOOF Group’s investment business;

(e) ensures that an effective compliance and risk regime is in place with an appropriate risk culture on behalf of the Company; and

(f) considers any contagion or reputational impacts on the Company.

2. The Company must appoint and maintain an appropriately skilled and experienced head of the dedicated business function from 31 January 2019. The Company must notify APRA of the name, qualifications, experience and any other relevant details of any person proposed to be appointed as head of the dedicated business function at least 14 days prior to the appointment of the individual to the role.

Independence of the Board

3. At all times, the board of the Company must be chaired by an independent director.

4. At all times, the minimum number of independent directors of the Company must be at least a simple majority of the total number of directors.

5. The Company must implement and maintain a process for the nomination and appointment of directors which is independent from the IOOF Group and any of the IOOF Group’s committees, with the exception of the AREs.

6. The Company must notify APRA of the name, qualifications, experience and any other relevant details of any director proposed to be appointed to the Company’s board at least 14 days prior to the appointment of that independent director.

Board Audit and Risk Committee

7. The Company must have its own Board Audit Committee separate from the other entities of the IOOF Group that complies with Prudential Standard CPS 510 Governance in force from time-to-time.

8. The Company must have its own Board Risk Committee separate from the other entities of the IOOF Group that complies with Prudential Standard CPS 510 Governance in force from time-to-time.

Progress Reports

9. The Company must prepare and issue a report to APRA on the progress of the implementation of the Additional Conditions on a fortnightly basis. A single report may be provided on behalf of the Company and the other AREs within the IOOF Group.

10. The Company must meet with APRA on at least a monthly basis to report on compliance with the Additional Conditions.

11. The Company will use all reasonable endeavours to provide APRA with a complete and unedited copy of all board and sub-committee meeting minutes and relevant papers which document the discussions in relation to the Additional Conditions within 14 days of the meeting of the board or sub-committee, and it must provide the meeting minutes and relevant papers within 30 days of the meeting.

Independent Reviewer

12. By 31 January 2019 the Company must appoint an independent reviewer (or reviewers), to be approved by APRA and on terms approved by APRA, to report to APRA every three months commencing from 31 March 2019 and continuing until advised in writing by APRA, in relation to the status and quality of compliance with these Additional Conditions.

Variations of Time

13. APRA may at any time vary in writing:

(a) the dates set out in paragraphs [1], [2] and [12] by which; and

(b) the time frames set out in paragraphs [2], [6], [9] to [12] within which, the Company is obliged to comply with the above conditions.

Interpretation

In these conditions:

Additional Conditions mean the conditions imposed on the Company’s registration on 21 December 2018 as set out in items [1] to [13] above.

APRA means the Australian Prudential Regulation Authority.

AREs means the Company, I.O.O.F. Investment Management Limited ACN 006 695 021, Australian Executor Trustees Limited ACN 007 869 794 and IOOF Group Pty Ltd ACN 157 711 512.

Company means IOOF Ltd ACN 087 649 625.

Independent director means a person who is not:

(a) a director;

(b) an employee; or

of an entity within the IOOF Group which is not an ARE.

IOOF Group means IOOF Holdings Ltd ACN 100 103 722 and its subsidiaries.

Life company has the meaning given in section 16C of the Act.

Prudential matters has the meaning given in the Dictionary in the Schedule of the Act.

A decision under subsection 22(1) is a reviewable decision. If you are dissatisfied with this decision, you may request APRA to reconsider it in accordance with section 236 of the Act. The request for reconsideration must be made in writing, must set out the reasons for making the request, and must be given to APRA within 21 days after the day on which you first received notice of this decision, or within such further period as APRA allows. If you are dissatisfied with the outcome of APRA’s reconsideration of the decision, you may, subject to the Administrative Appeals Tribunal Act 1975, apply to the Administrative Appeals Tribunal for review of the reconsidered decision.

APRA is required to publish this notice in the Gazette.

[1] A delegate of APRA.

Overview

The Life Insurance Act 1995 was enacted to regulate the life insurance industry in Australia, aiming to ensure the financial soundness and integrity of life insurers, thereby protecting policyholders. This Act was introduced to address the need for a robust regulatory framework governing life insurance companies to maintain public confidence and safeguard policyholder interests. The Commonwealth Parliament enacted this legislation. The policy objective of the Act includes ensuring that life insurance companies operate in a way that maintains financial stability and provides adequate protection to policyholders. This is achieved through various provisions that govern the conduct, management, and operations of life insurance companies, including the imposition of registration conditions and the establishment of oversight mechanisms by the Australian Prudential Regulation Authority (APRA). The Act facilitates the variation of registration conditions to adapt to changing circumstances, as demonstrated by the recent variation for IOOF Ltd, which involves stringent prudential requirements to ensure the company's operations align with regulatory standards and protect policyholder interests.

Scope and Application

The Life Insurance Act 1995 applies to entities that are registered as life companies, ensuring that these entities adhere to prudential standards and regulatory requirements. In this case, the Act applies to IOOF Ltd, registered under section 21, and its registration conditions have been varied by the Executive General Manager, Brandon Khoo, in accordance with paragraph 22(1)(b) of the Act. The Act pertains to the Commonwealth of Australia and mandates specific conditions for life insurance companies, including the implementation of a dedicated business function to support fiduciary obligations, coordination of relationships with service providers and regulators, and maintaining a compliant and independent risk regime. The conditions set out in the Schedule include requirements for the appointment of an appropriately skilled head of the dedicated business function, the independence of the board, and the establishment of a Board Audit and Risk Committee. Additionally, the Act stipulates the submission of progress reports to the Australian Prudential Regulation Authority (APRA) and the appointment of an independent reviewer to oversee compliance with these conditions. The Act allows for variations in the compliance timelines by APRA, ensuring flexibility in enforcement. Notably, the Act excludes certain entities within the IOOF Group from specific requirements, clarifying the scope of its application.

Key Provisions

The Life Insurance Act 1995 governs the registration and operation of life companies in Australia. Under section 21 of the Act, IOOF Ltd has been registered as a life company. Pursuant to section 22(1)(b) of the Act, the Australian Prudential Regulation Authority (APRA) has varied the conditions of IOOF Ltd’s registration, effective from 21 December 2018. These conditions focus on prudential matters, governance, and reporting requirements. The main provisions include the establishment of a dedicated business function, the appointment of an independent head for this function, maintaining an independent board, and reporting obligations to APRA. IOOF Ltd is required to establish and maintain a dedicated business function to support its operations, which may be shared with other entities within the IOOF Group. This function must advocate for member interests, assist in developing and implementing a strategy for quality member outcomes, and ensure arms-length relationships with service providers and regulators. Additionally, the function must provide independent risk reporting and maintain an effective compliance and risk regime. By 31 January 2019, IOOF Ltd must appoint an appropriately skilled and experienced head for this function and notify APRA of the appointment at least 14 days prior. The board must be chaired by an independent director, and a simple majority of the directors must be independent. IOOF Ltd must also have its own Board Audit and Risk Committees, separate from other entities in the IOOF Group, and comply with the relevant prudential standards. IOOF Ltd has specific obligations concerning the nomination and appointment of directors. The process for these nominations must be independent from the IOOF Group and any of its committees, except for the Authorised Representative Entities (AREs). IOOF Ltd must notify APRA of the details of any director proposed for appointment at least 14 days prior. Additionally, IOOF Ltd is required to prepare and issue fortnightly progress reports to APRA on the implementation of the additional conditions. It must meet with APRA monthly to report on compliance with these conditions and provide complete, unedited meeting minutes and relevant papers within 14 days of a meeting, with a maximum of 30 days for submission. By 31 January 2019, IOOF Ltd must also appoint an independent reviewer, approved by APRA, to report to APRA every three months on the status and quality of compliance with the additional conditions. Failure to comply with the conditions imposed on IOOF Ltd’s registration may result in various consequences. APRA may vary the dates and time frames for compliance at any time. The Act also outlines that a decision under subsection 22(1) is a reviewable decision. If IOOF Ltd is dissatisfied with this decision, it may request APRA to reconsider it within 21 days of receiving notice of the decision, or within any further period allowed by APRA. If dissatisfied with the reconsideration outcome, IOOF Ltd may apply to the Administrative Appeals Tribunal for review of the decision, subject to the Administrative Appeals Tribunal Act 1975. APRA is required to publish this notice in the Gazette.

Area of Law: Corporate Law & Governance; Financial Services Regulation
Instrument: Gazette Notice
Concepts: Licensing & Registration; Regulatory Standards; Reporting & Disclosure Obligations; Compliance Obligations

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Sourced from the Federal Register of Legislation at 26 August 2026. For the latest information on Australian Government law please go to https://www.legislation.gov.au.

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