Article 67p. 67

COMMERCIAL LAWS NEGOTIABLE INSTRUMENTS, CORPORATION, INSURANCE, TRANSPORTATION, BANKING

-controlled

corporations

and

entities

including

the

Bangko Sentral ng Pilipinas, and deposited with the

Commissioner, and the remaining seventy-five percent

(75%) in such other securities as may be allowed and

permitted by the Commissioner, which securities shall at

all

times

be

maintained

free

from

any

lien

or

encumbrance:

Provided,

further ,

That

the

aforesaid

capital

requirement

is

without

prejudice

to

other

requirements to be imposed under any risk-based capital

method that may be adopted by the Commissioner:

Provided, finally , That the provisions of this chapter

applicable

to

insurance

companies

shall

as

far

as

practicable

be

likewise

applicable

to

professional

reinsurers.

TITLE 20 Holding Companies

SECTION 290. As used in this title, the following terms

shall have the respective meanings hereinafter set forth

unless the context shall otherwise require:

(a) Person means an individual, partnership, firm,

association, corporation, trust, any similar entity or any

combination of the foregoing acting in concert.

(b) Control, including the terms controlling, controlled

by

and

under

common

control

with ,

means

the

possession directly or indirectly of the power to direct or

cause the direction of the management and policies of a

person,

whether

through

the

ownership

of

voting

securities by a contract other than a commercial contract

for goods or non-management services or otherwise.

Subject to Section 292, control shall be presumed to exist

if any person directly or indirectly owns, controls or holds

with the power to vote forty percent (40%) or more of the

voting securities of any other person: Provided, That no

person shall be deemed to control another person solely

by reason of his being an officer or director of such other

person.

(c) Holding company means any person who directly

or indirectly controls any authorized insurer.

(d) Controlled insurer means an authorized insurer

controlled directly or indirectly by a holding company.

(e) Controlled person means any person, other than a

controlled insurer, who is controlled directly or indirectly

by a holding company.

(f)

Holding

company

system

means

a

holding

company

together

with

its

controlled

insurers

and

controlled persons.

SECTION

291.

Notwithstanding

paragraph

(b)

of

Section 290, the Commissioner may determine after

notice

and

opportunity

to be heard, that a person

exercises directly or indirectly either alone or pursuant to

an agreement with one or more other persons such a

controlling influence over the management or policies of

an

authorized

insurer

as

to

make

it

necessary

or

appropriate in the public interest or for the protection of

policyholders or stockholders of the insurer that the

person be deemed to control the insurer.

SECTION

292. The Commissioner may determine

upon

application

that

any

person,

either

alone

or

pursuant to agreement with one or more other persons,

does not or will not upon the taking of some proposed

action control another person. The filing of an application

hereunder in good faith by any person shall relieve the

applicant from any obligation or liability imposed by this

title with respect to the subject of the application, except

as contained in Section 302, until the Commissioner has

acted upon the application. Within thirty (30) days or

such

further

period

as

he

may

prescribe,

the

Commissioner may prospectively revoke or modify his

determination, after notice and opportunity to be heard,

whenever in his judgment, revocation or modification is

consistent with this title.

SECTION 293. Notwithstanding any other provisions

of this title, the following shall not be deemed holding

companies:

(a)

Authorized

insurers

or

reinsurers

or

their

subsidiaries; and

(b) The Government of the Philippines, or any political

subdivision, agency or instrumentality thereof, or any

corporation which is wholly owned directly or indirectly

by one or more of the foregoing.

The

Commissioner

may

conditionally

or

unconditionally exempt any specified person or class of

persons from any of the obligations or liabilities imposed

under

this

title,

if

and to the extent he finds the

exemption necessary or appropriate in the public interest

or

not

adverse

to

the

interests

of

policyholders or

stockholders and consistent with the purposes of this

title.

SECTION 294. (a) Every person who on the date this

Code takes effect is a controlled insurer and every person

who thereafter becomes a controlled insurer, shall, within

sixty (60) days thereafter, or within thirty (30) days after

becoming a controlled insurer, whichever is later, register

with

the

Commissioner.

Such

registration

shall

be

amended within thirty (30) days following any change in

the identity of its holding company. The Commissioner

may grant one or more reasonable extensions of the time

to register.

(b) Every registrant shall furnish the Commissioner

with the following information concerning its holding

company:

(1) A copy of its charter or articles of incorporation and

its bylaws;

(2) The identities of its principal shareholders, officers,

directors and controlled persons; and

(3) Information as to its capital structure and financial

condition, and a description of its principal business

activities.

SECTION 295. Every controlled insurer shall file with

the Commissioner such reports on material as he may

direct

for

the

purpose

of

disclosing

information

concerning the operations of persons within the holding

company

system

which

may

materially

affect

the

operations, management or financial condition of the

insurer.

SECTION 296. Every holding company and every

controlled person within a holding company system shall

be subject to examination by order of the Commissioner

if he has cause to believe that the operations of such

persons

may

materially

affect

the

operations,

management or financial condition of any controlled

insurer with the system and that he is unable to obtain

relevant information from such controlled insurer. The

grounds relied upon by the Commissioner for such

examination shall be stated in his order, which order shall

be subject to judicial review only at the instance of the

person sought to be examined. Such examination shall be

confined to matters specified in the order. The cost of

such examination shall be assessed against the person

examined and no portion thereof shall thereafter be

reimbursed to it directly or indirectly by the controlled

insurer.

SECTION

297.

The

Commissioner

shall

keep the

contents of each report made pursuant to this title and

any information obtained by him in connection therewith

confidential and shall not make the same public without

the prior written consent of the controlled insurer to

which it pertains unless the Commissioner after notice

and an opportunity to be heard shall determine that the

interests of policyholders, stockholders or the public will

be served by the publication thereof. In any action or

proceeding by the Commissioner against the person

examined or any other person within the same holding

company system a report of such examination published

by him shall be admissible as evidence of the facts stated

therein.

© Compiled by RGL

67 of 211