Regulatory-Capital Merger Board Adviser

The mandate

Two mutual life insurers are assessing a combination that appears strongly capital-accretive at group level but redistributes protection among participating funds, shareholder-style reserves and different policyholder cohorts. Reinsurance treaties respond differently after change of control, management actions drive much of the stress result, and each board must decide whether headline diversification survives legal-entity, liquidity and fungibility constraints.

The adviser will give both boards an independent capital lens without replacing appointed actuaries, transaction executives or regulatory counsel. The work should make visible how opening solvency resources, fund boundaries, loss absorption, diversification credit, reinsurance collateral, policyholder bonuses and integration costs interact. Advice must separate calculable capital effects from fairness judgments that remain with each board.

Expected cadence is two ninety-minute chair or committee sessions monthly, a monthly joint-board workshop and written challenge notes within three working days of each major model release. The adviser will also attend two regulator-preparation meetings in Wellington and one treaty workshop in Sydney. Management must provide model versions, actuarial memoranda and decision papers early enough for considered challenge.

The adviser has no line or executive authority, cannot approve assumptions, direct actuarial work, negotiate reinsurance, represent either insurer to the regulator or recommend the transaction as an investment. Each board retains its own fiduciary judgment. The adviser may request reconciliations, identify omitted downside cases and insist that disagreement is minuted, but management decides how analysis is produced.

The appointment runs for ten months. Either chair may propose one further two-month review period, but extension requires approval by both boards and a refreshed conflict check. Before accepting, and whenever circumstances change, the adviser must disclose relationships involving either insurer, member groups, reinsurers, actuarial firms, competing bidders, regulators and investment managers; an undisclosed conflict ends access immediately.

Why the board wants this voice

Aggregate solvency uplift can hide trapped resources and unequal consequences for long-duration policyholders. The boards receive technically sound papers from teams whose mandates are to execute the combination. A seasoned independent voice can connect capital mechanics to board choices, expose fragile management actions and preserve a legible record of how policyholder interests were weighed.

What you will own

• Challenge the opening capital bridge by legal entity, participating fund, product cohort and admissibility category rather than accepting consolidated surplus.
• Test diversification, fungibility and transfer assumptions against stress timing, governance permissions, tax friction and policyholder restrictions under credible adverse paths.
• Examine reinsurance continuation, recapture, collateral, counterparty concentration and settlement liquidity when ownership, rating or business mix changes.
• Trace integration costs, management actions and future bonus discretion through base, severe and reverse-stress outcomes, highlighting reliance on unproven execution.
• Compare consequences for different member and policyholder cohorts, distinguishing quantifiable value transfer from questions requiring explicit fiduciary judgment.
• Frame board decision gates, missing evidence, dissenting interpretations and regulatory sensitivities in concise pre-read memoranda and live challenge sessions.
• Maintain an independent challenge ledger showing questions raised, evidence received, unresolved limitations and the board body accountable for each determination.

Candidate qualifications

• Advised boards through a life-insurance or mutual combination where regulatory capital, fund boundaries and policyholder interests materially shaped terms.
• Interrogated solvency models at entity and group levels, including diversification, fungibility, liquidity, management actions and reverse-stress dependence.
• Understood participating-business economics, bonus discretion and intergenerational fairness without substituting for an appointed actuarial opinion.
• Evaluated change-of-control effects across reinsurance treaties, collateral structures, recapture rights and counterparty exposure.
• Presented contested capital conclusions to independent directors and regulators while preserving a precise evidentiary and fiduciary record.
• Demonstrated independence from transaction advocacy, investment recommendation and management execution in confidential multi-party board settings.

Non-negotiables

• Can sustain the stated Auckland cadence and complete the Wellington and Sydney sessions during the ten-month appointment.
• Will disclose current and historical insurer, reinsurer, actuarial, regulator, bidder and asset-manager relationships before receiving papers.
• Brings board-level insurance merger capital judgment; general banking capital or corporate M&A advice is insufficient.
• Accepts that appointed actuaries, executives, regulators and directors keep their statutory, analytical and decision responsibilities.

1. 49 words maximum. Describe a merger where consolidated capital strength concealed a legal-entity or policyholder constraint.
2. 49 words maximum. Which evidence would make you reject proposed diversification or fungibility credit between mutual funds?
3. 49 words maximum. Identify a reinsurance change-of-control consequence you have challenged for an insurance board.