Lloyd's Acts and Bye-laws

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1. Lloyd’s Act 1871 (34 Vict. c. xxi)
Arrangement of Original Sections
Section
	1.	Short title.
	2.	Cessor of existing constitution.
	3.	Incorporation of Lloyd’s.
	4.	Property, &c., vested in Society.
	5.	Contracts, &c., to remain in force.
	6.	Actions, &c., not to abate.
	7.	Debts to be paid and received by the Society.
	8.	Officers continued.
	9.	General saving for rights and liabilities.
	10.	Objects of the Society.
	11.	Committee—number and quorum.
	12.	First Committee.
	13.	Retirement of Members of Committee.
	14.	Rotation of Committee–men.
	15.	Elections of Committee–men.
	16.	Re–eligibility of Members (of Committee).
	17.	Casual vacancies.
	18.	Voting at meetings.
	19.	Fundamental rules in schedule.
	20.	Exclusion from membership for violation of fundamental rules, &c.
	21.	Exclusion from membership for fraud, &c.
	22.	Exclusion from membership for bankruptcy, &c.
	23.	Exclusion from membership for non–payment of subscription, &c.
	24.	Power to make bye-laws.
	25.	No exclusion from membership by bye-laws.
	26.	Allowance of bye-laws by Recorder.
	27.	Printing and proof of bye-laws.
	28.	Continuance and annulling of existing bye-laws.
	29.	Powers to be exercised by Committee.
	30.	Application of parts of Companies Clauses Act.
	31.	Penalty on imitation of stamp, &c.
	32.	Provision respecting protection of interest of members in shipping, &c.
An Act for incorporating the members of the Establishment or Society formerly held at Lloyd’s Coffee House in the Royal Exchange in the City of London, for the effecting of Marine Insurance, and generally known as Lloyd’s; and for other purposes.
[25th May, 1871]
WHEREAS there has long existed in the Royal Exchange in the City of London an Establishment or Society formerly held at Lloyd’s Coffee House in the Royal Exchange, for the effecting of marine insurance, and generally known as Lloyd’s:
 And whereas the Society is regulated by a deed of association, dated on or about the thirtieth day of August one thousand eight hundred and eleven, which deed, or a deed of accession referring thereto, has usually been from time to time executed by the several members of the Society, and the Society is governed by rules or regulations from time to time made under that deed:
  And whereas the affairs of the Society, and the business conducted by its members as such, are of large and increasing magnitude and importance, but the constitution of the Society is imperfect, and difficulties arise therefrom in relation to legal proceedings, and the management of the affairs of the Society and the incorporation of its members with proper powers would be of great benefit to the shipping and mercantile interests of the United Kingdom, and it is therefore expedient that they be incorporated, and that provision be made for the government of the Society and the conduct of its affairs:
  And whereas by section four hundred and forty-eight of the Merchant Shipping Act, 1854, it is enacted to the effect that any receiver of wreck, or in his absence any justice of the peace, shall, as soon as conveniently may be, examine on oath any person belonging to any ship which may be or may have been in distress on the coast of the United Kingdom, or any other person who may be able to give an account thereof or of the cargo or stores thereof, as to the matters in that section specified, and that the receiver or justice shall take the examination down in writing, and shall make two copies of the same, of which he shall send one to the Board of Trade and the other to the Secretary of the Committee for managing the affairs of Lloyd’s in London, and such last-mentioned copy shall be placed by the said Secretary in some conspicuous situation for the inspection of persons desirous of examining the same:
  And whereas it will be necessary on the incorporation of the Society to secure the continuance of the operation of the said section:
  And whereas the capital stock of the Society consisted on the first day of December 1870 of the sum of forty-eight thousand pounds three pounds per centum consolidated annuities standing in the names of four persons being trustees for the Society:
  And whereas in or about the year 1799 a vessel of war of the royal navy, named the Lutine, was wrecked on the coast of Holland with a considerable amount of specie on board, insured by underwriters at Lloyd’s, being members of the Society, and others, and Holland being then at war with this country the vessel and cargo were captured, and some years afterwards the King of the Netherlands authorized certain undertakers to attempt the further salvage of the cargo on the conditions (among others) that they should pay all expenses, and that one half of all that should be recovered should belong to them, and that the other half should go to the Government of the Netherlands, and subsequently the King of the Netherlands ceded to King George the Fourth on behalf of the Society of Lloyd’s, the share in the cargo which had been so reserved to the Government of the Netherlands:
  And whereas from time to time operations of salving from the wreck of the Lutine have been carried on, and a portion of the sum recovered, amounting to about twenty-five thousand pounds, is by virtue of the cession aforesaid in the custody or under the control of the Committee for managing the affairs of Lloyd’s:
  And whereas, by reason of the mode in which the business of insurance has always been carried on by members of the Society, the names of those who underwrite a particular policy cannot, when a considerable time has elapsed, be traced with certainty, if at all, especially as regards policies anterior in date to one thousand eight hundred and thirty-eight, in which year the books and papers relating to the affairs of the Society were lost in the fire which destroyed the Royal Exchange:
  And whereas it is expedient that the operations of salving from the wreck of the Lutine be continued, and that provision be made for the application in that behalf, as far as may be requisite, of money that may hereafter be received from those operations, and for the application to public or other purposes of the aforesaid sum of twenty-five thousand pounds, and of the unclaimed residue of money to be hereafter received as aforesaid:
  And whereas it is expedient that various powers be conferred on the Society as incorporated, and that its functions be as far as may be defined:
 And whereas it is expedient that provision be made for the incorporation, from time to time, by agreement, with the Society, of other societies, associations, companies, or corporations instituted for purposes connected with shipping or marine insurance:
  And whereas the objects aforesaid cannot be attained without the authority of Parliament:
 May it therefore please Your Majesty that it may be enacted; and be it enacted by the Queen’s most Excellent Majesty, by and with the advice and consent of the Lords Spiritual and Temporal, and Commons, in this present Parliament assembled, and by the authority of the same, as follows; (that is to say),
Short title
  1. This Act may be cited as Lloyd’s Act, 1871.
Cessor of existing constitution
  2. On the passing of this Act, the deed of association, dated on or about the thirtieth day of August one thousand eight hundred and eleven, executed by members of the Establishment or Society of Lloyd’s as existing before the passing of this Act, and any deed executed by other members by way of accession thereto, shall be and the same are and each of them is hereby annulled.
Incorporation of Lloyd’s
  3. The Right Honourable George Joachim Goschen, William Simpson, James Leverton Wylie, William Young, Henry Caspar Heintz, Frederic Bernstein Bernard Natusch, James Bischoff, George Dorman Tyser, Michael Wills, William Wilson Saunders, Leonard Charles Wakefield, and Thomas Chapman, and all persons admitted as members of Lloyd’s before or after the passing of this Act, are hereby united into a Society and Corporation for the purposes of this Act, and for those purposes are hereby incorporated by the name of Lloyd’s, and by that name shall be one body corporate, with perpetual succession and a common seal, and with power to purchase, take, hold, and dispose, of lands and other property (which incorporated body is hereafter in this Act referred to as the Society).
Property, &c., vested in Society
  4. All property and rights of or to which the Committee for managing the affairs of Lloyd’s, or any person on their behalf, or any trustee for that Committee, or for the members of Lloyd’s, are or is possessed or entitled at law or in equity at the passing of this Act, shall by virtue of this Act belong to the Society to the same extent and for the same estate and interest as the same respectively is and are at the passing of this Act vested in that Committee, person, or trustee, and may be held used, and enjoyed accordingly; and all trustees for the Establishment or Society as it existed before the passing of this Act, or for that Committee, shall be and continue trustees for the Society, as nearly as may be as if this Act had not been passed.
Contracts, &c., to remain in force
  5. Notwithstanding the annulling by this Act of the aforesaid deeds of association and accession, and the incorporation by this Act of the Society, all deeds of trust, leases, mortgages, bonds, contracts, agreements, securities, transfers, and other acts and things before the passing of this Act made, entered into, executed, or done by or with the Committee for managing the affairs of Lloyd’s, or any person or trustee as aforesaid, shall be as good, valid, and effectual to all intents for, against, and with reference to the Society as they would have been for, against, or with reference to such Committee if this Act had not been passed, and may be proceeded on, executed, used, dealt with, and enforced accordingly, the Society being only substituted in or in relation thereto respectively for such Committee.
Actions, &c., not to abate
  6. Notwithstanding the annulling and incorporation aforesaid, any action, suit, prosecution, or other proceeding instituted before the passing of this Act by or against the Committee for managing the affairs of Lloyd’s, or any person or trustee as aforesaid, shall not abate or be discontinued or be prejudicially affected by this Act, but on the contrary, shall continue and take effect both in favour of and against the Society, as it would have done in favour of or against that Committee, or the members thereof, or any of them, or any person or trustee as aforesaid, if this Act had not been passed, the Society being only substituted in or in relation thereto respectively for that Committee or the members thereof, or any one or more of them, or such person or trustee.
Debts to be paid and received by the Society
  7. All debts due to the Committee for managing the affairs of Lloyd’s, or to any person or trustee as aforesaid, with all interest (if any) due or to accrue due thereon, shall be paid to the Society, and shall be recoverable by them, and all debts due by such Committee person, or trustee as aforesaid, with all interest (if any) due or to accrue due thereon, shall be paid by the Society and shall be recoverable from them.
Officers continued
  8. All officers of and persons employed by the Committee for managing the affairs of Lloyd’s, in office or employment at the passing of this Act, shall continue in their respective offices and employments, according to the tenure of their respective offices and employments, and as if they had been appointed by the Society, and be deemed to be officers of or persons employed by the Society, and they and their respective sureties shall be liable as if they respectively had been appointed by and had become bound to the Society.
General saving for rights and liabilities
  9. Notwithstanding the annulling and incorporation aforesaid, and except as by this Act otherwise expressly provided, everything before the passing of this Act done or suffered by or with reference to the Committee for managing the affairs of Lloyd’s, or any person or trustee as aforesaid, shall be as valid as if this Act had not been passed, and the annulling and incorporation aforesaid and this Act respectively shall accordingly be subject and without prejudice to everything so done or suffered, and to all rights, liabilities, claims, and demands, both present and future, which if this Act had not been passed would be incident to and consequent on any and everything so done or suffered, and with respect to all such rights, liabilities, claims and demands the Society shall to all intents represent and be deemed a continuation of the Establishment or Society constituted or regulated by the deeds of association and accession aforesaid, and the generality of this enactment shall not be restricted by any other provision of this Act.
Objects of the Society
  10. The objects of the Society shall be:—
The carrying on by Members of the Society of the business of insurance of every description including guarantee business;
The advancement and protection of the interests of Members of the Society in connection with the business carried on by them as Members of the Society and in respect of shipping and cargoes and freight and other insurable property or insurable interests or otherwise;
The collection publication and diffusion of intelligence and information;
The doing of all things incidental or conducive to the fulfilment of the objects of the Society.
NOTE
Committee—number and quorom
  11. [Repealed by Lloyd’s Act 1982, Sch. 3.]
First Committee
  12. [Repealed by Lloyd’s Act 1982, Sch. 3.]
Retirement of Members of Committee
  13. [Repealed by Lloyd’s Act 1925, s. 4, as from 25 July, 1966.]
Rotation of Committeemen
  14. [Repealed by Lloyd’s Act 1925, s. 4, as from 25 July, 1966.]
Elections of Committeemen
  15. [Repealed by Lloyd’s Act 1925, s. 4, as from 25 July, 1966.]
Re-eligibility of members
  16. [Repealed by Lloyd’s Act 1925, s. 4, as from 25 July, 1966.]
Casual vacancies
  17. [Repealed by Lloyd’s Act 1925, s. 4, as from 25 July, 1966.]
Voting at meetings
  18. [Repealed by Lloyd’s Act 1982, Sch. 3.]
Fundamental rules in schedule
  19. [Repealed by Lloyd’s Act 1982, Sch. 3.]
Exclusion from membership for violation of fundamental rules, &c.
  20. If any member of the Society—
	1.	Violates any of the fundamental rules of the Society; or,
	2.	Is guilty of any act or default discreditable to him as an underwriter or otherwise in connexion with the business of [ . . . ] insurance—
he shall be liable to be excluded from membership of the Society by the votes of four-fifths of such members of the Society as are present at a meeting of the Society specially convened for the purpose, with notice of the object by circular issued to every member six days at least before the day appointed for the meeting, there being present and voting at the meeting one hundred members at least, but a member shall not in any case be deemed for the purposes of this section to have violated any fundamental rule, or to be guilty of any act or default as aforesaid, unless the fact of such violation or guilt has been first ascertained and determined by the award of two arbitrators (each of them being a merchant or shipowner or underwriter, and one of them being nominated by the Committee and the other by the member complained of), or, in case of difference between the arbitrators, by the award of the Recorder of the City of London, or, failing the Recorder, then of one of Her Majesty’s Counsel nominated by him as umpire; and the provisions of [the Arbitration Act 1950 or any statutory modification or re-enactment thereof for the time being in force] shall apply in every such case, and the arbitrators and umpire respectively shall take into consideration all the circumstances of the case, moral as well as legal.
NOTE
Exclusion from membership for fraud, &c.
  21. [Repealed by Lloyd’s Act 1982, Sch. 3.]
Exclusion from membership for bankruptcy, &c.
  22. [Repealed by Lloyd’s Act 1982, Sch. 3.]
Exclusion from membership for non–payment of subscription, &c.
  23. [Repealed by Lloyd’s Act 1982, Sch. 3.]
Power to make byelaws
  24. [Repealed by Lloyd’s Act 1982, Sch. 3.]
No exclusion from membership by byelaws
  25. [Repealed by Lloyd’s Act 1982, Sch. 3.]
Allowance of byelaws by Recorder
  26. [Repealed by Lloyd’s Act 1982, Sch. 3.]
Printing and proof of byelaws
  27. [Repealed by Lloyd’s Act 1982, Sch. 3.]
Continuance and annulling of existing byelaws
  28. The general rules and regulations or byelaws for the management of the affairs of Lloyd’s, passed at a general meeting of the members of Lloyd’s held on the fourth and confirmed at a subsequent meeting held on the eleventh day of January one thousand eight hundred and seventy-one, may be annulled by byelaws under this Act, and, as far as the same are not inconsistent with this Act, the same (except those numbered ninety-three to ninety-nine inclusive) shall continue in force for four months after the passing of this Act (unless sooner so annulled), and no longer, and while so in force shall apply to the Society as incorporated by this Act, and the members thereof; but nothing in this Act shall give any validity or force to any such general rule, regulation, or byelaw as aforesaid, made before the passing of this Act, further or other than it would have had if this Act had not been passed.
Powers to be exercised by Committee
  29. [Repealed by Lloyd’s Act 1982, Sch. 3.]
Application of parts of Companies Clauses Act
  30. Sections ninety-seven to one hundred of The Companies Clauses Consolidation Act, 1845, relating to contracts by and proceedings of and liabilities of directors, are hereby incorporated with this Act, and shall apply to the Committee, and the Society in like manner, mutatis mutandis, as they apply to directors and a company.
Penalty on imitation of stamp, &c.
  31. If any person, without the authority of the Society, or without other lawful excuse (proof whereof respectively shall lie on him) does any of the following things (namely) imitates or copies any stamp, mark, or other thing for the time being used by the Society to distinguish forms of policies of [ . . . ] insurance underwritten by members of the Society or offers or utters or uses any form of policy bearing any such stamp, mark, or other thing as aforesaid, he shall for every such offence be liable, on summary conviction before two justices, to a penalty not exceeding twenty pounds.
NOTE
Provision respecting protection of interest of members in shipping, &c.
  32. [Repealed by Lloyd’s Act 1982, Sch. 3.]
Publication of information under Merchant Shipping Act, &c.
  33. Section four hundred and forty-eight of The Merchant Shipping Act, 1854, shall have effect as if the secretary of Lloyd’s were therein mentioned instead of the secretary of the Committee for managing the affairs of Lloyd’s, and the secretary of the Society shall accordingly continue to receive and publish in manner therein directed the documents therein mentioned, and shall also at all times receive and publish all such information relative to shipping and cargoes as is from time to time sent to him for the purpose by the Board of Trade or by their direction.
Power to undertake recovery of wreck, &c.
  34. The Society may from time to time aid in or undertake in such manner as to them seems fit the discovery, recovery, protection, and restoration or other disposal of property before or after the passing of this Act wrecked, sunk, lost, or abandoned, or found or recovered in, on, or beneath the sea or on the shore, at home or abroad.
Salvage operations as to wreck of Lutine
  35. The Society may from time to time do or join in doing all such lawful things as they think expedient with a view to further salving from the wreck of the Lutine, and hold, receive and apply for that purpose so much of the money to be received by means of salving therefrom as they from time to time think fit, and the net money produced thereby, and the said sum of twenty-five thousand pounds, shall be applied for purposes connected with shipping or marine insurance, according to a scheme to be prepared by the Society, and confirmed by Order of Her Majesty in Council, on the recommendation of [ [[the Financial Services Authority]] ], after or subject to such public notice to claimants of any part of the money aforesaid to come in, and such investigation of claims, and such barring of claims not made or not proved, and such reservation of rights (if any), as [ [[the Financial Services Authority]] ] think fit.
NOTE
Trusts of capital stock
  36. [Repealed by Lloyd’s Act 1911, s. 6.]
Indemnity to trustees
  37. [Repealed by Lloyd’s Act 1911, s. 6.]
Trustees individually responsible
  38. [Repealed by Lloyd’s Act 1911, s. 6.]
Agreements for incorporation of other Societies, &c.
  39. The Society, and any other society, association, or corporation instituted for purposes connected with shipping or [ . . . ] insurance, may from time to time enter into and carry into effect such agreements as they think fit for the incorporation with the Society of such other society, association, or corporation, and for the transfer to the Society of the property and funds, rights and liabilities, and officers and servants, of such other society, association, or corporation, and for other the incidents and consequences of such incorporation; but no such agreement shall have effect unless and until it is confirmed by Order of Her Majesty in Council, on the recommendation of [ [[the Financial Services Authority]] ], whereupon it shall have the like operation as if the terms thereof had been enacted in this Act; and no such agreement shall be recommended for confirmation as aforesaid if by virtue thereof the Society would acquire any power or authority different from the powers and authorities conferred on the Society by this Act.
NOTE
Saving for liability of members, &c.
  40. Nothing in this Act shall confer limited liability on the members of the Society, or in any manner restrict the liability of any member thereof in respect of his individual undertakings, or make any member of the Society as such responsible in any manner for any of the undertakings, debts, or liabilities of any other member of the Society as such, or affect or interfere with or empower the Society or the Committee to interfere with any business whatever other than the business of [ . . . ] insurance carried on by any member of the Society.
NOTE
Saving for rights and powers of Crown, Board of Trade, &c., as to wreck
  41. Nothing in this Act shall take away, abridge, or prejudicially affect any right, title, power, or authority vested in Her Majesty, her heirs or successors, or in any admiral, vice-admiral, or lord of a manor, or in any person or corporation, or in the Board of Trade, or in any receiver of wreck or other officer under The Merchant Shipping Act, 1854, or otherwise in relation to wreck, as defined in The Merchant Shipping Act, 1854, or any interest or right of dealing of any shipowner or other person in or with any property before or after the passing of this Act wrecked, sunk, lost, or abandoned, or found or recovered in, on, or beneath the sea or on the shore, at home or abroad.
Savings respecting exclusion from membership
  42. Nothing in this Act shall confer on the Society as incorporated by this Act any right or power to exclude, by or under any byelaw or resolution or otherwise, any person from membership of the Society by reason of anything done or omitted before the passing of this Act, or confirm or enlarge any such right or power, if existing at the passing of this Act, in the Establishment or Society of Lloyd’s, and on the other hand nothing in this Act shall take away from the Society as incorporated by this Act any such right or power if so existing, or abridge or weaken the same, or prevent the Society as incorporated by this Act from exercising the same, but on the contrary such right or power if and as so existing shall remain in and be exercisable by the Society as incorporated by this Act, in the same cases and in like manner (if any) in which the same would have existed in and been exercisable by the Establishment or Society of Lloyd’s if this Act had not been passed, but not further or otherwise.
Expenses of Act
  43. The costs, charges, and expenses preliminary to and of and incidental to the preparing, applying for, obtaining, and passing of this Act shall be paid by the Society.
The Schedule. The Fundamental Rules of the Society
  1. There shall be underwriting members and non-underwriting members.
  2. A non-underwriting member shall not underwrite in his own name at Lloyd’s, or empower another person to underwrite for him at Lloyd’s.
  3. All underwriting business transacted at Lloyd’s shall be conducted in the underwriting rooms, and not elsewhere.
  4. An underwriting member shall not, by himself or by any partner or other substitute, directly or indirectly, underwrite in the city of London a policy of insurance as follows:
	(1)	In the name of a partnership, or otherwise than in the name of one individual (being an underwriting member of the Society) for each separate sum subscribed; or,
	(2)	For the account, benefit, or advantage, or any company or association, unless they are subscribers to the Society, nor unless every policy underwritten for their account, benefit, or advantage is underwritten in their ordinary place of business.
  5. A member shall not open an insurance account in the name of any person not being a member or subscriber.
NOTE
2. Lloyd’s Act 1888 (51 Vict. c. ii)
NOTE
3. Lloyd’s Signal Stations Act 1888 (51 & 52 Vict. c. xxix)
NOTE
4. Lloyd’s Act 1911 (1 & 2 Geo. V, c. lxii)
Arrangement of Original Sections
Section.
		Preamble.
	1.	Short and collective titles.
	2.	Definition.
	3.	Extension of objects.
	4.	Objects of Society.
	5.	Amendment of Act of 1871.
	6.	Transfer to Society by Trustees of capital stock.
	7.	Purposes for which capital stock &c. to be held by Society.
	8.	Society may act as Trustee for certain purposes.
	9.	Powers to the Society with reference to guarantees.
	10.	Power to apply capital stock &c. to meet deficiency of guarantors &c.
	11.	Provision respecting protection of interests of Members in shipping &c.
	12.	Power to Committee to temporarily suspend Members.
	13.	Amendment of Section 24 of Act of 1871.
	14.	Notices to Members.
	15.	Costs of Act.
		Schedule.
An Act to Extend the Objects of and confer Further Powers on Lloyd’s and to Amend Lloyd’s Act 1871.
[18th August, 1911]
WHEREAS by Lloyd’s Act 1871 (in this Act referred to as “the Act of 1871”) certain persons were united into a Society or Corporation for the purposes of that Act and were incorporated by the name of Lloyd’s (which incorporated body was in the Act of 1871 and is in this Act referred to as “the Society”) and various powers were conferred on the Society by the said Act:
  And whereas by the Act of 1871 the objects of the Society were declared inter alia to be the carrying on of the business of marine insurance by Members of the Society and the protection of the interests of Members of the Society and the collection publication and diffusion of intelligence and information:
  And whereas further powers were conferred on the Society and further provisions made with reference to the Society by Lloyd’s Act 1888 and Lloyd’s Signal Stations Act 1888:
  And whereas the Members of the Society have in the past carried on at Lloyd’s insurance business other than marine insurance and it is expedient that the objects of the Society should be extended to the carrying on of the business of insurance other than marine insurance by Members of the Society and that further powers should be conferred on the Society and the Committee of Lloyd’s as hereinafter in this Act provided:
  And whereas by the Act of 1871 it was directed that the capital stock of the Society should be transferred to and kept in the names of four Members of the Society as Trustees for the Members of the Society and such capital stock now stands in the names of certain Members of the Society (hereinafter in this Act called “the Trustees of the capital stock”) as Trustees for the Society and its Members as in the said Act mentioned and it is expedient that the capital stock should be transferred to and held by the Society:
  And whereas in pursuance of the Assurance Companies Act 1909 or the regulations or requirements for the time being of the Society or the Committee or otherwise Members of the Society furnish security in the form of either a deposit with a trust deed or a guarantee or guarantees or partly in the one form and partly in the other which security is available solely for the purpose of meeting their liabilities in respect of policies underwritten by them or on their account at Lloyd’s and the Society have in the past acted as Trustee of certain of such trust deeds and guarantees either solely or jointly with others and doubts have arisen as to the power of the Society to so act and it is expedient that the action of the Society in acting as such Trustee in the past should be confirmed and that the Society should be authorised to act as Trustee of any trust deed or guarantee furnished by any Member of the Society as aforesaid:
  And whereas it is expedient that the Society should be authorised itself to act as guarantor either solely or jointly with any other guarantor or guarantors as hereinafter in this Act provided and that the Society should in certain cases be authorised to make good any deficiency arising by reason of the default of any guarantor or the insufficiency of any security furnished by Members of the Society as aforesaid:
  And whereas the purposes aforesaid cannot be effected without the authority of Parliament:
MAY IT THEREFORE PLEASE YOUR MAJESTY
  That it may be Enacted AND BE IT ENACTED by the King’s Most Excellent Majesty by and with the advice and consent of the Lords Spiritual and Temporal and Commons in this present Parliament assembled and by the authority of the same as follows:—
Short and collective titles
  1. This Act may be cited as Lloyd’s Act 1911 and the Act of 1871 Lloyd’s Signal Stations Act 1888 and this Act may be cited and are hereinafter in this Act referred to as Lloyd’s Acts 1871 to 1911.
Definition
  2. In this Act the expression “the Committee” shall mean the Committee of Lloyd’s constituted under the Act of 1871.
Extension of Objects
  3. The objects of the Society are hereby extended so as to include the carrying on of the business of insurance of every description including guarantee business by Members of the Society and the Act of 1871 shall be read and have effect accordingly.
Objects of Society
  4. Section 10 of the Act of 1871 and Lloyd’s Act 1888 are hereby repealed and in lieu thereof the following provision is hereby enacted and shall have effect accordingly:—
  The objects of the Society shall be:—
The carrying on by Members of the Society of the business of insurance of every description including guarantee business;
The advancement and protection of the interests of Members of the Society in connection with the business carried on by them as Members of the Society and in respect of shipping and cargoes and freight and other insurable property or insurable interests or otherwise;
The collection publication and diffusion of intelligence and information;
The doing of all things incidental or conducive to the fulfilment of the objects of the Society.
Amendment of Act of 1871
  5. Sections 20 24 31 39 and 40 of the Act of 1871 shall be read and have effect as if the word “marine” had been omitted from such sections wherever the same occurs in such sections and as if the word “insurance” where the same occurs in those sections included guarantee business.
Transfer to Society by Trustees of capital stock
  6. Within six months after the passing of this Act the capital stock of the Society shall be transferred by the Trustees of the capital stock to the Society and such Trustees shall on the request of the Society execute and do all such acts and deeds as may be necessary to effect and carry out such transfer and on such transfer being duly made the said Trustees shall be released and discharged from their trust and cease to act as such Trustees and Sections 36 37 and 38 of the Act of 1871 shall be repealed.
Purposes for which capital stock, &c. to be held by Society
  7. The Society shall hold the funds and property of the Society and the income therefrom for all or any of the following purposes:—
	(a)	for defraying the costs, charges and expenses incurred by the Society, the Council or otherwise in the execution and carrying out of Lloyd’s Acts 1871 to 1982;
	(b)	for furthering the objects of the Society;
	(c)	for making good any default by any member of the Society under any contract of insurance underwritten at Lloyd’s which in the opinion of the Council it is in the interests of the members of the Society to make good;
	(d)	for guaranteeing or securing, in such manner as the Council think fit, any debt or obligation of or binding on the Society, any of its subsidiaries or any other person;
	(e)	for such other purposes (if any) as may from time to time be prescribed by byelaw;
and subject thereto for the benefit of the members of the Society jointly.
NOTE
[Society may act as Trustee for certain purposes]
  8.—(1) It shall be lawful and shall be deemed always to have been lawful for the Society to act as trustee either solely or jointly with any other person of any trust deed or guarantee or other document relating to the insurance business carried on at Lloyd’s by Members of or Annual Subscribers to the Society.
  (2) Any trustee or trustees of any such trust deed or guarantee or other document as aforesaid may transfer any trust fund subject to any such trust deed guarantee or document to the Society and assign to the Society the benefit or advantage to which he or they are entitled under any such trust deed guarantee or document and on the execution of such transfer or deed of assignment the Society shall be entitled to such trust fund and to all benefits and advantages under any such trust deed guarantee or document in the same manner and to the same extent and on the same trusts as such trustees held or were entitled to the same.
NOTE
Powers to Society with reference to guarantees
  9. Without prejudice to the provisions of section 7 of this Act the Society may either by itself or jointly with any other guarantor or guarantors guarantee the payment of claims and demands upon contracts of insurance underwritten at Lloyd’s and the Society may for such purposes enter into contracts and may apply the funds and property of the Society and the income therefrom or any part thereof for the purpose of discharging any liabilities of the Society under any guarantees or contracts as aforesaid and the powers conferred on the Society by this section may be exercised by the Council in accordance with byelaws made under Lloyd’s Act, 1982.
NOTE
Power to apply capital stock, &c., to meet deficiency of guarantors, &c.
  10. [Repealed by Lloyd’s Act 1982, Sch. 3.]
Provision respecting protection of interests of Members in Shipping, &c.
  11. [Repealed by Lloyd’s Act 1982, Sch. 3.]
Power to Committee to temporarily suspend Members
  12.—(1) If it be established to the satisfaction of the Committee at any meeting to be held by them in accordance with the Act of 1871 or the bye-laws made thereunder that any Member of the Society has been guilty of any act or default discreditable to him as an underwriter or otherwise in connection with the business of insurance including guarantee business the Committee may by a resolution of a majority of not less than five-sixths of the Members of the Committee present at any meeting duly convened for the purpose at which not less than ten Members of the Committee are present resolve that such Member shall for such period not exceeding two years as they shall determine be suspended from carrying on insurance business including guarantee business as a Member of the Society and on the passing of any such resolution and on notice in writing thereof being given to any such Member so suspended such Member shall cease to carry on as a Member of the Society any insurance business including guarantee business for such period as may be fixed by such resolution of the Committee Provided that any such Member so suspended may within seven days of receipt of notice of any such resolution give notice in writing to the Committee of his desire to appeal to a General Meeting of the Society against the resolution of the Committee under this section and if such notice of appeal be given by such Member the Committee shall summon a General Meeting of the Society to be held within forty-two days after the receipt of such notice of appeal but not before the expiration of a period of twenty-one days after the Committee shall have given notice of such General Meeting to such Member by letter delivered to him personally or addressed to him by post at Lloyd’s and the resolution of the Committee shall be submitted to the Meeting for confirmation and the Meeting shall have power to confirm the same and the decision of the Meeting shall be final and in the event of any such appeal and pending such confirmation the resolution of the Committee shall be inoperative. If within fifteen minutes after the time appointed for the Meeting one hundred Members of the Society are not present the Meeting shall be adjourned to a day and hour (not less than seven days nor more than fourteen days after the day of adjournment) to be fixed and declared by the Chairman of the Meeting and no further notice of the adjourned Meeting need be given and the adjourned Meeting shall be held on the day and at the hour so fixed and declared and if within fifteen minutes after the time appointed for the adjourned Meeting one hundred Members of the Society are not present then the resolution of the Committee shall be deemed not to have been confirmed and shall be inoperative in all respects as if it had never been passed by the Committee.
  (2) No resolution of the Meeting or adjourned Meeting confirming the resolution of the Committee shall be effective unless the same shall be passed at such Meeting or adjourned Meeting or on any ballot taken in pursuance of a demand made thereat (which demand may be made by the Member himself or by six or more Members present) by a majority of not less than three-fourths of the Members present and voting at such Meeting or on such ballot and if no effective resolution shall be passed at such Meeting or adjourned Meeting or on such ballot confirming the resolution of the Committee then such resolution of the Committee shall be deemed to be revoked and shall be inoperative in all respects as if it had never been passed by the Committee.
  (3) A declaration by the Chairman of any General Meeting or adjourned General Meeting held in pursuance or for the purposes of this section as to the number of Members of the Society present or as to the insufficiency of the number of those present to form a quorum or as to the passing or otherwise of a resolution at any such General Meeting shall be final and conclusive.
  (4) The Committee shall publish in the rooms at Lloyd’s the effect of any resolution passed by them under the provisions of this section after the date of the expiration of the time limited for appealing against such resolution and in the event of there being no such appeal and in the event of there being an appeal the Committee shall in like manner publish the confirmation or non-confirmation (as the case may be) of such resolution.
NOTE
Amendment of section 24 of Act of 1871
  13. [Repealed by Lloyd’s Act 1982, Sch. 3.]
Notices to Members
  14. All notices summoning General Meetings and other notices to Members of the Society under the provisions of Lloyd’s Acts 1871 to 1911 or of any bye-laws under any of such Acts not specially directed by any such Acts or bye-laws thereunder to be otherwise given shall be given by posting the same in the rooms at Lloyd’s or in such other manner as may be prescribed by the bye-laws of the Society.
Costs of Act
  15. The costs charges and expenses of and incidental to the preparing applying for obtaining and passing of this Act shall be borne and paid by the Society.
The Schedule
  [Repealed by Lloyd’s Act 1951, s. 6(2).]
5. Lloyd’s Act 1925 (15 & 16 Geo. V, c. xxvi)
NOTE
6. Lloyd’s Act 1951 (14 & 15 Geo. Vi—c. viii)
Arrangement of Original Sections
Section.
	1.	Short and collective titles.
	2.	Interpretation.
	3.	Powers of Society to borrow.
	4.	Saving for powers of Treasury.
	5.	Society may act as trustee for certain purposes.
	6.	Extension of powers of Society with reference to guarantees.
	7.	Miscellaneous amendments of Lloyd’s Acts.
	8.	Costs of Acts.
An Act to confer further powers on Lloyd’s to amend Lloyd’s Acts 1871 to 1925 and for other purposes.
[26th April 1951]
WHEREAS by Lloyd’s Act 1871 (in this Act referred to as “the Act of 1871”) certain persons were united into a society or corporation for the purposes of that Act and were incorporated by the name of Lloyd’s (which incorporated body was in the Act of 1871 and is in this act referred to as “the Society”) and various powers were conferred upon the Society by the said Act:
  And whereas by Lloyd’s Act 1911 the objects of the Society were extended and now include the carrying on by members of the Society of the business of insurance of every description including guarantee business the advancement and protection of the interests of members of the Society in connection with the business carried on by them as members of the Society and in respect of shipping and cargoes and freight and other insurable property or insurable interests or otherwise the collection publication and diffusion of intelligence and information and the doing of all things incidental or conducive to the fulfilment of the objects of the Society:
  And whereas further powers were conferred on the Society and further provisions were made with reference to the Society by Lloyd’s Signal Stations Act 1888 Lloyd’s Act 1911 and Lloyd’s Act 1925:
  And whereas the number of and the business carried on by members of the Society and the activities of the Society have increased and are increasing and the Society desires to erect and fit up new premises for its accommodation and the accommodation of its members and for other purposes and to borrow money but doubts have arisen as to whether it has power to borrow for that or any other purpose and it is expedient that the provisions of this Act with respect thereto be enacted:
  And whereas in addition to members there are annual subscribers to and associates of the Society and others who may be granted admission to the rooms of the Society and who enjoy such privileges as the committee of the Society from time to time determine:
  And whereas under section 8 of Lloyd’s Act 1911 the Society may act as trustee either solely or jointly with any other person of any trust deed or guarantee or other document furnished to the Society by any member of the Society as security for meeting his liabilities under policies underwritten by him or on his account at Lloyd’s and it is expedient to extend the powers of the Society under that section in manner provided by this Act:
  And whereas under section 9 of Lloyd’s Act 1911 the Society may for the purposes mentioned in that section either by itself or jointly with any other guarantor or guarantors guarantee the payment of claims and demands upon policies of insurance including guarantees underwritten by members of the Society or on their account at Lloyd’s subject as mentioned in the said section and it is expedient to extend the powers of the Society under that section in manner provided by this Act:
  And whereas it is expedient that the other provisions of this Act be enacted:
  And whereas the objects of this Act cannot be effected without the authority of Parliament:
  May it therefore please Your Majesty that it may be enacted and be it enacted by the King’s most Excellent Majesty by and with the advice and consent of the Lords Spiritual and Temporal and Commons in this present Parliament assembled and by the authority of the same as follows:—
Short and collective titles
  1.—(1) This Act may be cited as Lloyd’s Act 1951.
  (2) Lloyd’s Acts 1871 to 1925 and this Act may be cited together as Lloyd’s Acts 1871 to 1951.
Interpretation
  2. In this Act unless there is something in the subject or context repugnant to such construction—
  “the Act of 1871” means Lloyd’s Act 1871;
  “the Act of 1911” means Lloyd’s Act 1911;
  “the committee” means the Committee of Lloyd’s constituted under the Act of 1871;
  “the society” means the society incorporated by the Act of 1871 by the name of Lloyd’s.
Powers of Society to borrow
  3.—(1) The Society may raise or borrow money and secure the same and any interest thereon upon any property of the Society either in order to acquire any land or to develop and turn to account any land acquired by or in which the Society is interested (and in particular by constructing altering pulling down reconstructing decorating furnishing fitting up maintaining and improving buildings and whether the same shall be intended for occupation or part occupation of the Society or its members or subscribers or otherwise) or for any other purpose of the Society.
  (2) The powers conferred on the Society by this section may be exercised by the committee: [ . . . ]
NOTE
Saving for powers of Treasury
  4. [Repealed by Lloyd’s Act 1982, Sch. 3.]
Society may act as trustee for certain purposes
  5.—(1) It shall be lawful and shall be deemed always to have been lawful for the Society to act as trustee either solely or jointly with any other person of any trust deed or guarantee or other document [ . . . ].
NOTE
  (2) Any trustee or trustees of any such trust deed or guarantee or other document as aforesaid may transfer any trust fund subject to any such trust deed guarantee or document to the Society and assign to the Society the benefit or advantage to which he or they are entitled under any such trust deed guarantee or document and on the execution of such transfer or deed of assignment the Society shall be entitled to such trust fund and to all benefits and advantages under any such trust deed guarantee or document in the same manner and to the same extent and on the same trusts as such trustees held or were entitled to the same.
  (3) Section 8 (Society may act as trustee for certain purposes) of the Act of 1911 is hereby repealed.
  (4) (a) Notwithstanding the repeal of the said section 8 any trust deed guarantee document transfer deed of assignment or other instrument of whatsoever nature entered into or made under the powers of that section and in force immediately before the passing of this Act shall continue in full force and effect in every respect and may be enforced as fully and effectually as if that section had not been repealed.
  (b) The mention of particular matters in this subsection shall not be held to prejudice or affect the general application of section 38 (Effect of repeal in future Acts) of the Interpretation Act 1889 with regard to the effect of repeals.
Extension of powers of Society with reference to guarantees
  6.—(1) Section 9 (Powers to Society with reference to guarantees) of the Act of 1911 shall have effect subject to the following amendments:—
	(a)	In subsection (1) the following provisions shall be and are hereby repealed:—
		  (i) the words from the beginning of the subsection to the words “member of the Society” where those words first occur;
		  (ii) paragraphs (A) and (B) of the proviso;
	(b)	The following subsection shall be substituted for subsection (3):—
		  “(3) The Society shall notify the Board of Trade of any guarantee given by the Society pursuant to this section and shall furnish to the Board of Trade such further information (if any) in relation to such guarantee as the Board may at any time require.”
  (2) The schedule to the Act of 1911 is hereby repealed.
NOTE
Miscellaneous amendments of Lloyd’s Acts
  7.—(1) In section 20 (Exclusion from membership for violation of fundamental rules &c.) of the Act of 1871 the words “the Arbitration Act 1950 or any statutory modification or re-enactment thereof for the time being in force” shall be substituted for the words “the Common Law Procedure Act 1854 relative to arbitrations.”
  (2) In section 10 (Power to apply capital stock &c. to meet deficiency of guarantors &c.) of the Act of 1911 the words “and the Assurance Companies Act 1946 or any statutory modification or re-enactment thereof for the time being in force” shall be inserted after the words “the Assurance Companies Act 1909” wherever those words occur.
Costs of Act
  8. The costs charges and expenses of and incidental to the preparing applying for obtaining and passing of this Act shall be paid by the Society.
7. Lloyd’s Act 1982 (Chapter XIV)
Arrangement of Sections
Section.
	1.	Citation.
	2.	Interpretation.
	3.	The Council.
	4.	The Chairman and Deputy Chairmen of Lloyd’s.
	5.	The Committee.
	6.	Powers of the Council and of the Committee.
	7.	The Disciplinary Committee and the Appeal Tribunal.
	8.	Insurance business.
	9.	Cessation of membership on bankruptcy.
	10.	Restrictions affecting Lloyd’s brokers.
	11.	Restrictions affecting managing agents.
	12.	Interpretation of sections 10 and 11.
	13.	Application of certain provisions of Companies Act 1948.
	14.	Liability of the Society, etc.
	15.	Repeals and amendments.
	16.	Existing byelaws to continue in force.
	17.	Transitional provisions.
	18.	Costs of Act.
SCHEDULES:
Schedule 1—Classification of members of the Society.
Schedule 2—Purposes for which byelaws may be made.
Schedule 3—Repeals.
Schedule 4—Transitional provisions—
Part I—The first members of the Council.
Part II—Other transitional provisions.
An Act to establish a Council of Lloyd’s; to define the functions and powers of the said Council; to amend and repeal certain provisions of Lloyd’s Acts 1871 to 1951; and for other purposes.
[23rd July, 1982]
WHEREAS—
  (1) By Lloyd’s Act 1871 certain persons were united into a society or corporation for the purposes of that Act and were incorporated by the name of Lloyd’s (hereinafter referred to as “the Society”) and various powers were conferred upon the Society by the said Act:
  (2) By the said Act of 1871 there was established a committee of members of the Society called the Committee of Lloyd’s to have the management and superintendence of the affairs of the Society and to exercise all the powers of the Society (except as in the said Act provided), subject to control and regulation by a general meeting of the members of the Society:
  (3) By the said Act of 1871 the members of the Society in general meeting were empowered to make byelaws for the purposes provided in that Act and generally for the better execution of the Act and the furtherance of the objects of the Society, and byelaws have from time to time been so made:
  (4) Further powers were conferred on the Society and on the members of the Society in general meeting by Lloyd’s Act 1911, Lloyd’s Act 1925 and Lloyd’s Act 1951:
  (5) Since 1968 the number of persons resident outside the United Kingdom admitted as members of the Society and the total number of members of the Society have both greatly increased so that it is no longer practical or expedient for the members of the Society to exercise in general meeting the powers reserved to them by the Acts hereinbefore mentioned:
  (6) It is expedient in order to enable the Society to regulate the management of its affairs in accordance with both present-day requirements and practice and the interests of Lloyd’s policyholders that—
	(a)	there should be established a Council of Lloyd’s to have control over the management and regulation of the affairs of the Society;
	(b)	the said Council should have power to make byelaws for the purposes of such management and regulation, including byelaws making provision for and regulating the admission, suspension and disciplining of members of the Society, Lloyd’s brokers, underwriting agents and others; and
	(c)	certain provisions in Lloyd’s Acts 1871 to 1951 should be amended or repealed:
  (7) It is expedient that the other provisions contained in this Act should be enacted:
  (8) The purposes of this Act cannot be achieved without the authority of Parliament:
  May it therefore please Your Majesty that it may be enacted, and be it enacted, by the Queen’s most Excellent Majesty, by and with the advice and consent of the Lords Spiritual and Temporal, and Commons, in this present Parliament assembled, and by the authority of the same, as follows:—
Citation
  1.—(1) This Act may be cited as Lloyd’s Act 1982.
  (2) Lloyd’s Acts 1871 to 1951 and this Act may be cited together as Lloyd’s Acts 1871 to 1982.
Interpretation
  2.—(1) In this Act, unless the context otherwise requires—
“the Act of 1871” and “the Act of 1911” mean respectively Lloyd’s Act 1871 and Lloyd’s Act 1911;
“annual subscriber” means a person admitted to the Room as an annual subscriber;
“Appeal Tribunal” means the appeal tribunal established pursuant to section 7 (1) (b) of this Act;
“associate” means a person admitted to the Room as an associate;
“the Committee” means the committee constituted by section 5 of this Act;
“the Council” means the council constituted by section 3 of this Act;
“director” includes any person occupying the position of director by whatever name called;
“Disciplinary Committee” means a disciplinary committee established pursuant to section 7 (1) (a) of this Act;
“external member of the Council” means a member of the Council elected pursuant to section 3 (2) (b) of this Act;
“external member of the Society” means a member of the Society who is not a working member of the Society;
“Lloyd’s broker” means a partnership or body corporate permitted by the Council to broke insurance business at Lloyd’s;
“manager” in relation to a Lloyd’s broker or underwriting agent, means a person who exercises managerial functions under the immediate authority of the board of directors, or any member thereof, or of the partners, or any one of them, as the case requires, of the Lloyd’s broker or underwriting agent;
“member of the Society” means a person admitted to membership of the Society;
“nominated member of the Council” means a member of the Council appointed pursuant to section 3 (2) (c) of this Act;
“non-underwriting member” means a member of the Society who is not an underwriting member;
“related company”, in relation to any company, means any body corporate—
	(a)	which is that company’s subsidiary; or
	(b)	of which that company is a subsidiary; or
	(c)	which is a subsidiary of that company’s holding company;
and “holding company” shall have the meaning given by section 154 of the Companies Act 1948 which shall be construed with any necessary modifications where applied to a company incorporated under the law of a country outside the United Kingdom;
“the Room” means the principal room or rooms in the Society’s premises in the city of London for the time being designated by the Council for the purposes of underwriting;
“the Society” means the society incorporated by the Act of 1871 by the name of Lloyd’s;
“special resolution” means a resolution of the Council passed by separate majorities of both—
	(a)	all the working members of the Council for the time being; and
	(b)	all the members for the time being of the Council who are not working members of the Council as aforesaid, that is to say, the external members of the Council and the nominated members of the Council;
“subsidiary” shall have the meaning given by section 154 of the Companies Act 1948 which shall be construed with any necessary modifications where applied to a company incorporated under the law of the country outside the United Kingdom;
NOTE
“underwriting agent” means a person permitted by the Council to act as an underwriting agent at Lloyd’s;
“underwriting member” means a person admitted to the Society as an underwriting member;
“working member of the Council” means a member of the Council elected pursuant to section 3 (2) (a) of this Act;
“working member of the Society” means—
	(a)	a member of the Society who occupies himself principally with the conduct of business at Lloyd’s by a Lloyd’s broker or underwriting agent; or
	(b)	a member of the Society who has gone into retirement but who immediately before his retirement so occupied himself.
  (2) For the purposes of this Act (except sections 10, 11 and 12)—
	(a)	a person controls a partnership or body corporate if—
	(i)	the partners of the partnership, or the directors of the body corporate, or the directors of another company of which the body corporate is a subsidiary, are accustomed to act in accordance with that person’s directions or instructions (otherwise than by reason only that they act on advice given in a professional capacity); or
	(ii)	in the case of a body corporate that person either alone or with any associate or associates (as defined in section 7 (8) of the Insurance Companies Act 1981) is entitled to exercise or control the exercise of one-third or more of the voting power at any general meeting of the body corporate or of another company of which the body corporate is a subsidiary;
	(b)	a partnership or body corporate is connected with Lloyd’s if it is a Lloyd’s broker or an underwriting agent, or controls or is controlled by a Lloyd’s broker or an underwriting agent, or is owned or controlled by a person who also controls a Lloyd’s broker or an underwriting agent.
The Council
  3.—(1) There shall be a Council of Lloyd’s.
  (2) Subject to subsection (3) below, the members of the Council shall be—
	(a)	sixteen working members of the Council elected from among the working members of the Society by those members of the Society whose names are shown on Part I of the Register referred to in Schedule 1 to this Act as working members of the Society;
	(b)	eight external members of the Council elected from among the external members of the Society by those members of the Society whose names are shown on Part II of such Register as external members of the Society;
	(c)	three nominated members of the Council appointed by the Council by special resolution, whose appointments shall not take effect unless and until confirmed by the Governor for the time being of the Bank of England:
		  Provided that a person who is a member of the Society or an annual subscriber or an associate shall not be eligible for appointment as a nominated member of the Council.
  (3) The Council may by byelaw increase or decrease the number of its members and specify the manner in which such increase or decrease may be effected:
  Provided that the number of places available to working members of the Society at any election to the Council shall be such that if filled by such members not more than two-thirds of the members of the Council would be working members of the Council.
  (4) The Council may by byelaw limit the number of places which at any election to the Council shall be available to working members of the Society who are—
	(a)	engaged (as a partner, director or employee) or interested in any way (directly or indirectly) in any one partnership or body corporate which is connected with Lloyd’s, and for the purposes of this paragraph and any byelaw made hereunder—
	(i)	a body corporate which is controlled by a partnership connected with Lloyd’s or by any partner or partners therein shall be deemed to form part of that partnership; and
	(ii)	a related company of a body corporate connected with Lloyd’s shall be deemed to form part of that body corporate;
	(b)	principally occupied with such class or classes of insurance business at Lloyd’s or in such capacities as the Council may by byelaw specify.
  (5) Subject to the provisions of this section, the Council shall by byelaw regulate—
	(a)	the conduct of elections of members of the Council, including inter alia the system of voting at any such election;
	(b)	the number of members of the Council to be elected at each election;
	(c)	eligibility and nomination for membership of the Council;
	(d)	the term of office of members of the Council;
	(e)	any other matter connected with any of the aforesaid matters:
Provided that—
	(i)	the term of any duly elected or appointed member of the Council shall not be extended during the term of office of such member;
	(ii)	subject to paragraph (iii) below, a working member of the Council shall not be eligible for re-election as a working member of the Council for a term commencing sooner than one year after the expiry of his last previous term as a working member of the Council; and
	(iii)	the Chairman of Lloyd’s and each of the Deputy Chairmen of Lloyd’s shall, if the Council shall from time to time so determine in respect of any one (but not more) of their number, be eligible for immediate re-election once only.
The Chairman and Deputy Chairmen of Lloyd’s
  4. The council shall annually elect from among the working members of the Council a Chairman of the Council, who shall be called the “Chairman of Lloyd’s”, and two or more Deputy Chairmen of the Council, each of whom shall be called a “Deputy Chairman of Lloyd’s”.
The Committee
  5.—(1) There shall be a Committee of Lloyd’s.
  (2) The working members of the Council shall constitute the Committee.
  (3) The Committee shall annually elect—
	(a)	the Chairman of the Council, or such other member of the Committee as it thinks fit, to be the Chairman of the Committee; and
	(b)	the Deputy Chairmen of the Council, or such two or more members of the Committee as it thinks fit, to be the Deputy Chairmen of the Committee.
Powers of the Council and of the Committee
  6.—(1) The Council shall have the management and superintendence of the affairs of the Society and the power to regulate and direct the business of insurance at Lloyd’s and it may lawfully exercise all the powers of the Society, but all powers so exercised by the Council shall be exercised by it in accordance with and subject to the provisions of Lloyd’s Acts 1871 to 1982 and the byelaws made thereunder.
  (2) The Council may—
	(a)	make such byelaws as from time to time seem requisite or expedient for the proper and better execution of Lloyd’s Acts 1871 to 1982 and for the furtherance of the objects of the Society, including such byelaws as it thinks fit for any or all of the purposes specified in Schedule 2 to this Act; and
	(b)	amend or revoke any byelaw made or deemed to have been made hereunder.
  (3) Any byelaw made under this Act and any amendment or revocation of any byelaw so made or deemed to have been so made shall be made by special resolution.
  (4) (a) If, within 60 days of the promulgation of any byelaw or the promulgation of any amendment to or revocation of any byelaw, or within such longer period as the Council may determine, a notice in writing signed by not less than 500 members of the Society is served upon the Council requesting that such byelaw, amendment or revocation be submitted to the members of the Society in general meeting, the Council shall convene a general meeting of the Society for that purpose.
  (b) If, at a meeting of the members of the Society convened pursuant to paragraph (a) above, a resolution to revoke such byelaw or amendment or to annul such revocation is passed by a majority of members voting in person or by proxy and the number of members voting in favour of such resolution represents at least one-third of the total membership of the Society, such byelaw, amendment or revocation shall thereby be revoked or annulled, as the case may be.
  (c) A resolution passed pursuant to paragraph (b) above shall not affect anything done or omitted to be done before the resolution is passed, and in particular—
	(i)	in the case of a resolution revoking a byelaw or amendment, shall not affect the previous operation of the byelaw or amendment;
	(ii)	in the case of a resolution annulling the revocation of a byelaw, shall revive the byelaw only from the date of the resolution.
  (d) The Council shall by byelaw regulate the calling and conduct of meetings convened pursuant to paragraph (a) above and the system of voting thereat.
  (5) Subject to subsections (6) and (10) of this section, the Council may, by special resolution, delegate the exercise of such of its powers or functions under this Act as are not required to be exercised by special resolution to any one or more of the following, that is to say:—
	(a)	the Chairman of Lloyd’s;
	(b)	a Deputy Chairman of Lloyd’s;
	(c)	the Committee;
	(d)	the Chairman of the Committee;
	(e)	a Deputy Chairman of the Committee;
  (6) The Council may, by special resolution, delegate—
	(a)	to the Committee but not otherwise—
	(i)	the making of regulations regarding the business of insurance at Lloyd’s; and
	(ii)	the carrying out or exercise of any duties, responsibilities, rights, powers or discretions imposed or conferred upon the Council by any enactment (other than an enactment in this Act) or regulation made in pursuance thereof or by any other instrument having the effect of law or by any other document or arrangement whatsoever, whether or not such enactment, regulation, instrument, document, or arrangement shall be in force or in existence on the day when this Act comes into force, in so far as such delegation is not prohibited by any enactment, regulation, instrument, document or arrangement;
	(b)	to the Committee or to the Chairman of the Committee or to a Deputy Chairman of the Committee but not otherwise the giving of directions regarding the business of insurance at Lloyd’s to any member of the Society, Lloyd’s broker, underwriting agent, director or partner of a Lloyd’s broker or underwriting agent or person who works for a Lloyd’s broker or underwriting agent in such capacity as may be specified by the Council (whether or not the acts required to be done or not done by such direction are already required to be done or not done by the provisions of Lloyd’s Acts 1871 to 1982, or of byelaws made thereunder, or of such regulations as are referred to in paragraph (a) (i) above).
  (7) Nothing in subsections (5) and (6) above shall operate to limit the power of the Council or of the Committee to act by persons, committees, sub-committees or other bodies of persons, whose members may include persons who are not members of the Society, or by the employees of the Society.
  (8) (a) Within 7 days of the making of any regulation by the Committee in the exercise of powers delegated pursuant to subsection (6) above, the Committee shall give notice thereof to the Council and within 60 days of the making of such regulation a member of the Council may, by notice in writing to the Council, request that such regulation be ratified by the Council by special resolution, but, subject to the provisions of paragraph (b) below, such regulation shall remain in full force and effect and nothing done in pursuance of it shall be invalidated.
  (b) If, upon a vote of the Council pursuant to a request under paragraph (a) above, such regulation is not ratified by special resolution it shall thereupon cease to have effect provided that if no vote pursuant to such request is taken within 60 days following the receipt by the Council of such request such regulation shall upon the expiry of such period cease to have effect.
  (c) A regulation ratified by the Council by special resolution shall be deemed for the purposes of subsection (4) above to be a byelaw made by the Council in the exercise of its powers under subsection (2) above.
  (9) A direction given by the Chairman of the Committee or a Deputy Chairman of the Committee in the exercise of powers delegated pursuant to paragraph (b) of subsection (6) above shall cease to have effect after 7 days unless continued by the Committee.
  (10) A delegation under this section is revocable by special resolution of the Council and shall not prevent the exercise of a power or the performance of a function by the Council itself.
  (11) No act or proceeding of the Council or Committee shall be invalidated in consequence only of there being—
	(a)	a vacancy or vacancies in the membership of the Council or Committee at the time of such act or proceeding being done or taken; or
	(b)	some defect in the election or appointment of any member of the Council or Committee.
The Disciplinary Committee and the Appeal Tribunal
  7.—(1) The Council shall by byelaw—
	(a)	(i)establish, provide for the constitution of and define the powers of a Disciplinary Committee or Committees, provided that the majority of the members of any such Disciplinary Committee shall be members of the Society (who need not be members of the Council); and
		(ii)subject to subsection (3) below, specify the grounds upon which in furtherance of the objects of the Society disciplinary proceedings may be instituted against and penalties or sanctions may be imposed upon any member of the Society, annual subscriber, Lloyd’s broker, underwriting agent or such other class of persons as may be so specified;
	(b)	(i)establish, provide for the constitution of and define the powers of an Appeal Tribunal to hear and determine appeals (whether or not in the exercise of its disciplinary powers and functions), provided that the President and Deputy President of such Appeal Tribunal, who shall both be appointed by the Council, shall not be members of the Society; and
		(ii)specify the class or classes of decisions, findings, orders, acts or omissions against which there shall lie a right of appeal to such Appeal Tribunal.
  (2) All disciplinary powers and functions of the Council, except the power to confirm, modify or grant dispensation in respect of any penalty or sanction imposed by a Disciplinary Committee or the Appeal Tribunal, shall be exercisable only by a Disciplinary Committee and, in respect of appeals which lie from decisions, findings, orders, acts or omissions of a Disciplinary Committee, only by the Appeal Tribunal.
  (3) The grounds upon which disciplinary proceedings may be instituted and penalties or sanctions may be imposed by virtue of byelaws made pursuant to subsection (1) above, may include breach of or failure to observe any regulation or direction made or given pursuant to subsection (6) of section 6 (Powers of the Council and of the Committee) of this Act, provided that:
	(a)	no penalty or sanction shall be imposed for any breach of or failure to observe any regulation made by the Committee which has ceased to have effect in the circumstances specified in subsection (8) of the said section 6;
	(b)	no penalty or sanction shall be imposed for any breach of or failure to observe any direction given by the Chairman of the Committee or a Deputy Chairman of the Committee unless and until such direction has been ratified by the Committee;
	(c)	any person in relation to whom a direction is given may, by notice in writing to the Council, request that the same be ratified by the Council, by special resolution as soon as practicable, and in default of such ratification no penalty or sanction shall be imposed for such breach or failure, provided that pending such ratification the direction shall remain in full force and effect and nothing done in pursuance of it shall be invalidated.
  (4) (a) For the purpose of any proceedings before a Disciplinary Committee or the Appeal Tribunal the Disciplinary Committee or the Appeal Tribunal may administer oaths, and any party to the proceedings may sue out writs of subpoena ad testificandum and duces tecum, but no person shall be compelled under any such writ to produce any document which he could not be compelled to produce on the trial of any action.
  (b) The provisions of section 36 of the Supreme Court Act 1981 (which provide a special procedure for the issue of such writs so as to be in force throughout the United Kingdom) shall apply in relation to any proceedings before a Disciplinary Committee or the Appeal Tribunal as they apply in relation to causes or matters in the High Court.
  (5) Any person other than a member of the Society in respect of whom disciplinary proceedings are taken under this Act shall be deemed for the purposes of paragraph 8 of Part II of the Schedule to the Defamation Act 1952 to be a person who is subject by virtue of a contract to the control of the Society.
Insurance business
  8.—(1) An underwriting member shall be a party to a contract of insurance underwritten at Lloyd’s only if it is underwritten with several liability, each underwriting member for his own part and not one for another, and if the liability of each underwriting member is accepted solely for his own account.
  (2) An underwriting member (not being himself an underwriting agent) shall underwrite contracts of insurance at Lloyd’s only through an underwriting agent.
  (3) An underwriting member shall in the course of his underwriting business at Lloyd’s accept or place business only from or through a Lloyd’s broker or such other person as the Council may from time to time by byelaw permit.
  (4) Breach of any of subsections (1) to (3) above shall constitute an act or default in respect of which disciplinary proceedings may be brought in accordance with byelaws made under section 7 (The Disciplinary Committee and the Appeal Tribunal) of this Act.
Cessation of membership on bankruptcy
  9. In the event of a member of the Society being adjudicated bankrupt, or being adjudicated or declared insolvent, by the due process of law of a country within the
European Economic Community the Council shall forthwith declare his membership to have ceased:
  Provided that if such adjudication or declaration is set aside on appeal or otherwise the Council shall take immediate action to cancel its declaration.
Restrictions affecting Lloyd’s brokers
  10.—(1) Save as provided in subsections (3) and (4) of this section, the Council shall not permit a person to act as a Lloyd’s broker if that person is a managing agent or is associated with a managing agent.
  (2) A person is for the purposes of this section associated with a managing agent if that person is a partner in or, subject to paragraph (h) of subsection (1) of section 12 (Interpretation of sections 10 and 11) of this Act, owns any interest in a managing agent or if that person supplies the services of any individual who works regularly or from time to time in a relevant capacity for a managing agent.
  (3) If at the date of commencement of this Act a person who is a Lloyd’s broker is associated with a managing agent subsection (1) above shall not apply by reason of such association to that Lloyd’s broker for five years from that date:
  Provided that if during such period of five years any change shall occur in the factors by reason of which the Lloyd’s broker is so associated (other than a change which results in a termination of such association), which the Council shall determine to be a change which is relevant for the purpose of this section, subsection (1) above shall thereupon apply to that Lloyd’s broker by reason of such association.
  (4) If at any time after the date of commencement of this Act a Lloyd’s broker becomes associated with a managing agent, the Council may permit the Lloyd’s broker to continue to broke insurance business at Lloyd’s for such period not exceeding six months as the Council may specify on terms that the Lloyd’s broker shall, on or before the expiry of such period, either cease to be associated with such managing agent or cease to be a Lloyd’s broker:
  Provided that in an exceptional case, in which a longer period than six months is shown to the satisfaction of the Council to be necessary for the purpose of the due administration of the estate of a deceased individual, the Council may permit a further continuance of the association only for such period as is necessary for such purpose.
Restrictions affecting managing agents
  11.—(1) Save as provided in subsections (4) and (5) of this section, the Council shall not permit a person to act as a managing agent if that person is a Lloyd’s broker or is associated with a Lloyd’s broker.
  (2) A person being a partnership or body corporate is for the purposes of this section associated with a Lloyd’s broker if that person is a partner in, or, subject to paragraph (h) of subsection (1) of section 12 (Interpretation of sections 10 and 11) of this Act, owns any interest in a Lloyd’s broker.
  (3) A person being an individual is for the purposes of this section associated with a Lloyd’s broker if that individual is a partner in, or is a director of, or subject to paragraph (h) of subsection (1) of the said section 12, owns any interest in a Lloyd’s broker.
  (4) If at the date of commencement of this Act a person who is a managing agent is associated with a Lloyd’s broker subsection (1) above shall not apply by reason of such association to that managing agent for five years from that date:
  Provided that if during such period of five years any change shall occur in the factors by reason of which the managing agent is so associated (other than a change which results in a termination of such association), which the Council shall determine to be a change which is relevant for the purpose of this section, subsection (1) above shall thereupon apply to that managing agent by reason of such association.
  (5) If at any time after the date of commencement of this Act a managing agent becomes associated with a Lloyd’s broker, the Council may permit the managing agent to continue to act as such managing agent for such period not exceeding six months as the Council may specify on terms that the managing agent shall, on or before the expiry of such period, either cease to be associated with such Lloyd’s broker or cease to be a managing agent:
  Provided that in an exceptional case, in which a longer period than six months is shown to the satisfaction of the Council to be necessary for the purpose of the due administration of the estate of a deceased individual, the Council may permit a further continuance of the association only for such period as is necessary for such purpose.
Interpretation of sections 10 and 11
  12.—(1) For the purposes solely of section 10 (Restrictions affecting Lloyd’s brokers) and section 11 (Restrictions affecting managing agents) of this Act:—
	(a)	“managing agent” shall mean a person who is permitted by the Council in the conduct of his business as an underwriting agent to perform for an underwriting member one or more of the following functions:—
	(i)	underwriting contracts of insurance at Lloyd’s;
	(ii)	reinsuring such contracts in whole or in part;
	(iii)	paying claims on such contracts;
		and references to a “managing agent” shall include in addition—
	(A)	if a managing agent is a body corporate, any holding company and any person who controls the managing agent or any holding company;
	(B)	if a managing agent is a partnership, any person who is a partner in such partnership, and any person who controls such partnership or a partner in such partnership;
	(b)	in addition to the meaning set out in section 2 (1) of this Act, references to a “Lloyd’s broker” shall include—
	(i)	if the Lloyd’s broker is a body corporate, any holding company and any person who controls the Lloyd’s broker or any holding company;
	(ii)	if the Lloyd’s broker is a partnership, any person who is a partner in such partnership and any person who controls such partnership or a partner in such partnership;
	(c)	references to “that person” when applied to a body corporate shall include, in addition to that body corporate—
	(i)	any related company;
	(ii)	any person who controls or is controlled by that body corporate or any related company;
	(iii)	any director of that body corporate or of any related company;
	(d)	references to “that person” when applied to a partnership shall include, in addition to that partnership—
	(i)	any partner in that partnership;
	(ii)	any person who controls or is controlled by that partnership;
	(iii)	any body corporate which any partner in that partnership controls;
	(iv)	any body corporate which is a related company of a partner in that partnership;
	(v)	any director of any body corporate falling within sub-paragraph (iii) or (iv) or this paragraph;
	(e)	references to “that individual” shall include, in addition to that individual—
	(i)	the spouse of that individual;
	(ii)	the minor children and step-children of that individual;
	(iii)	the trustees of any settlement in relation to which that individual is a settlor;
	(iv)	the trustees of any settlement of which that individual or that individual’s spouse or minor children or step-children is or are beneficiaries;
	(v)	any body corporate which that individual or any of the persons specified in sub-paragraphs (i) to (iv) of this paragraph controls;
		  Provided that in any particular case the Council may determine that this paragraph shall not apply so as to include the spouse of an individual where that spouse is or proposes to become, or works or proposes to work substantially full-time for, a person who is, or who by this section is included as, a Lloyd’s broker or a managing agent;
	(f)	paragraph (e) above shall apply with all necessary modifications in relation to references to a “director” or to a “partner” where the director or partner is an individual;
	(g)	subject to paragraph (h) below, a person owns an interest in a body corporate if he has a beneficial interest in, or being the trustee of a settlement has an interest in, any of the stock, shares or other securities of the body corporate;
	(h)	a person shall not be treated as owning an interest in a body corporate by reason only of such person having an interest in not more than 5 per cent. in nominal amount of that body corporate’s stock, shares or other securities, or any class thereof, which are authorised to be dealt in on a stock exchange or are traded in any over-the-counter market, and in either case are so dealt in or traded regularly or from time to time and in ascertaining in any case whether this paragraph applies:—
	(i)	a person being a body corporate shall be treated as also having an interest in any stocks, shares or securities in which any related company, or in which any person who controls or who is controlled by that body corporate or related company has an interest;
	(ii)	a person being a partnership shall be treated as also having an interest in any stocks, shares or securities in which any person to whom in relation to such partnership reference is made in subparagraphs (i) to (iv) of paragraph (d) above has an interest;
	(iii)	a person, being an individual, who is a director or a partner, shall be treated as also having an interest in any stocks, shares or securities in which anyone to whom reference is made in relation to such person in paragraph (e) above has an interest;
	(i)	an individual works in a relevant capacity for a managing agent if he personally carries out one or more of the functions referred to in paragraph (a) above;
  (2) For the purposes of subsection (1) above—
	(a)	“securities” in relation to any body corporate means any debentures, debenture stock, loan stock or bonds, and any other securities under which the consideration given by the body corporate for the use of the principal secured is to any extent dependent on the results of the body corporate’s business or any part of it, or under which the consideration so given represents more than a reasonable commercial return for the use of that principal:
	(b)	“settlement” and “settlor” shall have the same meanings as in section 454(3) of the Income and Corporation Taxes Act 1970;
	(c)	a person controls a partnership or body corporate if—
	(i)	the partners in the partnership, or the directors of the body corporate, or the directors of another company of which the body corporate is a subsidiary are accustomed to act in accordance with the direction or instructions of such person or are accustomed or directed to act on the joint directions or instructions of such person and others (otherwise than by reason only that they act on advice given in a professional capacity);
		or
	(ii)	in the case of a body corporate such person either alone or with any associate or associates is entitled to exercise or control the exercise of one-third or more of the voting power at any general meeting of the body corporate or of another company of which the body corporate is a subsidiary or such person has an associate or associates who are so entitled; and in this sub-paragraph—
	(A)	“associate” in relation to any individual means any person referred to in paragraph (e) of subsection (1) above;
	(B)	“associate” in relation to a body corporate means any related company of that body corporate, and any director of that body corporate or related company; and
	(d)	in determining whether a person controls a body corporate for the purposes of sub-paragraphs (A) and (B) of paragraph (a) and sub-paragraphs (i) and (ii) of paragraph (b) of subsection (1) above the words in paragraph (c) (ii) of this subsection “or such person has an associate or associates who are so entitled” shall not apply to cause a person to be associated unless the person or a subsidiary of the person owns an interest in the company.
  (3) This section, section 10 (Restrictions affecting Lloyd’s brokers) and section 11 (Restrictions affecting managing agents) of this Act shall be applied and construed with any necessary modifications with respect to any partnership, body corporate or other entity whatsoever created, in incorporated, in or under the law of a country outside the United Kingdom.
Application of certain provisions of Companies Act 1948
  13.—(1) Sections 34, 36 and 448 of the Companies Act 1948 (execution of deeds abroad, authentication of documents and relief for the liabilities of officers and auditors of a company) are hereby incorporated in this Act and shall apply to the Society, the Council, the Committee and officers and auditors of the Society in like manner mutatis mutandis as they apply to a company (as defined by the Companies Act 1948), its officers and auditors.
NOTE
  (2) For the purpose of this Act any member of the Council and any person to whom (whether individually or collectively) any powers or functions are delegated under this Act is to be regarded as an officer of the Society.
Liability of the Society, etc.
  14.—(1) This section shall only exempt the Society from liability in damages at the suit of a member of the Lloyd’s community.
  (2) For the purposes of this section a member of the Lloyd’s community shall be—
	(a)	a person who is—
	(i)	a member of the Society;
	(ii)	a Lloyd’s broker;
	(iii)	an underwriting agent;
	(iv)	an annual subscriber;
	(v)	an associate;
	(vi)	a director or partner of a Lloyd’s broker or an underwriting agent;
	(vii)	a person who works for a Lloyd’s broker or underwriting agent as a manager; or
	(b)	a person who has been a member of the Lloyd’s community in one or more of the capacities listed in paragraph (a) above; or
	(c)	a person who is seeking or who has sought to become a member of the Lloyd’s community in one or more of the capacities listed in paragraph (a) above.
  (3) Subject to subsections (1), (4) and (5) of this section, the Society shall not be liable for damages whether for negligence or other tort, breach of duty or otherwise, in respect of any exercise of or omission to exercise any power, duty or function conferred or imposed by Lloyd’s Acts 1871 to 1982 or any byelaw or regulation made thereunder—
	(a)	in so far as the underwriting business of any member of the Society or the costs of his membership or the business of any person as a Lloyd’s broker or underwriting agent may be affected; or
	(b)	in so far as relates to the admission or non-admission to, or the continuance of, or the suspension or exclusion from, membership of the Society; or
	(c)	in so far as relates to the grant, continuance, suspension, withdrawal or refusal of permission to carry on business at Lloyd’s as a Lloyd’s broker or an underwriting agent or in any capacity connected therewith; or
	(d)	in so far as relates to the exercise of, or omission to exercise, disciplinary functions, powers and duties; or
	(e)	in so far as relates to the exercise of, or omission to exercise, any powers, functions or duties under byelaws made pursuant to paragraphs (21), (22), (23), (24) and (25) of Schedule 2 to this Act;
unless the act or omission complained of—
	(i)	was done or omitted to be done in bad faith; or
	(ii)	was that of an employee of the Society and occurred in the course of the employee carrying out routine or clerical duties, that is to say duties which do not involve the exercise of any discretion.
  (4) Nothing in this section shall affect any liability of the Society in respect of the death of or personal injury to any person, and for the purposes of this section the expression “personal injury” means bodily injury, any disease and any impairment of a person’s physical or mental condition.
  (5) Nothing in this section shall exempt the Society from liability for libel or slander.
  (6) For the purposes of this section “the Society” means the Society itself and also any of its officers and employees and any person or persons in or to whom (whether individually or collectively) any powers or functions are vested or delegated by or pursuant to Lloyd’s Acts 1871 to 1982.
Repeals and amendments
  15.—(1) Subject to the provisions of Schedule 4 to this Act—
	(a)	the enactments specified in Schedule 3 to this Act are hereby repealed to the extent specified in that Schedule;
	(b)	for section 7 (Purposes for which capital stock &c. to be held by Society) of the Act of 1911 there shall be substituted the following section:—
  “7. The Society shall hold the funds and property of the society and the income therefrom for all or any of the following purposes:—
	(a)	for defraying the costs, charges and expenses incurred by the Society, the Council or otherwise in the execution and carrying out of Lloyd’s Acts 1871 to 1982;
	(b)	for furthering the objects of the Society;
	(c)	for making good any default by any member of the Society under any contract of insurance underwritten at Lloyd’s which in the opinion of the Council it is in the interests of the members of the Society to make good;
	(d)	for guaranteeing or securing, in such manner as the Council think fit, any debt or obligation of or binding on the Society, any of its subsidiaries or any other person;
	(e)	for such other purposes (if any) as may from time to time be prescribed by byelaw;
and subject thereto for the benefit of the members of the Society jointly.”;
	(c)	for section 9 (Powers to Society with reference to guarantees) of the Act of 1911 there shall be substituted the following section:—
  “9. Without prejudice to the provisions of section 7 of this Act the Society may either by itself or jointly with any other guarantor or guarantors guarantee the payment of claims and demands upon contracts of insurance underwritten at Lloyd’s and the Society may for such purposes enter into contracts and may apply the funds and property of the Society and the income therefrom or any part thereof for the purpose of discharging any liabilities of the Society under any guarantees or contracts as aforesaid and the powers conferred on the Society by this section may be exercised by the Council in accordance with byelaws made under Lloyd’s Act 1982.”;
	(d)	in subsection (1) of section 5 (Society may act as trustee for certain purposes) of Lloyd’s Act 1951 the words “relating to the insurance business carried on at Lloyd’s by members of or annual subscribers to the Society” shall be omitted.
  (2) Subject to the provisions of this Act—
	(a)	any enactment (other than an enactment in this Act) or any other instrument having the effect of law; and
	(b)	any other document or arrangement whatsoever;
which is in existence before the first meeting of the Council held pursuant to paragraph 7 of Schedule 4 to this Act and which refers or relates to the Society or to the business carried on by persons as members of the Society or as Lloyd’s brokers or underwriting agents shall on and after such meeting have effect subject to any necessary modifications as if for any reference however worded and whether express or implied—
	(i)	to the Committee of Lloyd’s constituted by the Act of 1871 there were substituted a reference to the Council; and
	(ii)	to the Chairman or a Deputy Chairman of that Committee or to the Chairman or a Deputy Chairman of Lloyd’s there were substituted a reference to the Chairman of the Council or a Deputy Chairman of the Council, as the case may be:
  Provided that any such reference shall be a reference to the Committee of Lloyd’s constituted by this Act or to the Chairman or a Deputy Chairman of the Committee so constituted in any case where, having regard to the power or any exercise of the power of delegation conferred on the Council by this Act, the context so requires.
Existing byelaws to continue in force
  16. Any byelaw made under Lloyd’s Acts 1871 to 1951 shall be deemed to have been made by the Council in the exercise of its power under this Act and subject to the provisions of Schedule 4 to this Act such byelaws shall continue in full force and effect unless and until revoked by the Council pursuant to the said power.
Transitional provisions
  17. The transitional provisions contained in Schedule 4 to this Act shall have effect.
Costs of Act
  18. The costs, charges and expenses of and incidental to the preparing, applying for, obtaining and passing of this Act shall be paid by the Society.
Schedules
Schedule 1. Classification of Members of the Society
  1. The Council shall keep and maintain a Register to be revised as at the first day of July in each year (or such other day or days as the Council may by byelaw provide) which shall be divided into two parts and shall show in Part I thereof the names of all those members of the Society who were classified as working members of the Society as at that date and in Part II thereof the names of all those members of the Society who were classified as external members of the Society as at that date.
  2. A member of the Society may object to his or another member’s classification on the Register and the Council shall by byelaw make provision for the determination of such an objection.
  3. A member of the Society may appeal against a determination under paragraph 2 above to a committee of the Council consisting of one working member, one external member and one nominated member of the Council whose decision shall be conclusive and the Council shall by byelaw make provision for the hearing and determination of such an appeal.
  4. In any election to the Council a member of the Society shall be entitled and only entitled to vote as a working member of the Society or as an external member of the
Society according to his classification on the Register on the date on which notice of such election is given.
  5. Such Register shall be available for inspection by a member of the Society upon request at the premises of the Society in the city of London, or such other place as the Council shall specify.
Schedule 2. Purposes for Which Byelaws May Be Made
  Without prejudice to the generality of the powers vested in the Council by subsection (2) of section 6 (Powers of the Council and of the Committee) of this Act, the Council may pursuant to that section make byelaws for the following purposes:—
	(1)	For regulating the admission to the Society of members as either underwriting members or non-underwriting members, for regulating continuing membership of the Society and for regulating the manner and circumstances in which members may be excluded from membership of the Society, and so that any byelaws made for such purposes may impose or provide for conditions and requirements to be satisfied or complied with on admission or during membership, which conditions and requirements—
	(a)	may from time to time be added to, altered or withdrawn;
	(b)	may include the requirement to give undertakings;
	(c)	may apply to all or any class of underwriting members and as to the whole or any class of their underwriting business; and
	(d)	may be imposed notwithstanding any inconsistency therein with any contract subsisting at the commencement of this Act between the Society and any member of the Society:
		  Provided that, without prejudice to the powers of the Council to require an underwriting member to cease or reduce the level of his underwriting at Lloyd’s, a member of the Society shall not be excluded from membership for breach of a byelaw or failure to satisfy a condition, requirement or undertaking where such breach or failure consists solely of his inability to satisfy a financial qualification contained in such byelaw, conditions, requirement or undertaking, which was not applicable on the date he became an underwriting member or, where he has subsequently increased the level of his underwriting, on the date his application to do so was duly accepted;
	(2)	For requiring an underwriting member to cease to be a member of the Society or to cease underwriting, temporarily or indefinitely, in the event that—
	(a)	a receiving order in bankruptcy is made against such member by the due process of law of any country; or
	(b)	such member makes or proposes any composition with his creditors or otherwise acknowledges his insolvency; or
	(c)	by the due process of law of a country outside the European Economic Community such member is adjudicated bankrupt or is adjudicated or declared insolvent;
		and for regulating the procedure to be followed in such event;
	(3)	For providing for admission to the Room of annual subscribers, associates, and other persons, for enabling the Council to impose conditions and requirements (including the requirement to give undertakings) as to admission and as to continuing right to admission to the Room and for the grant of tickets for the purpose of conducting business in the Room and the renewal and revocation of such tickets;
	(4)	For regulating the fees, subscriptions and other sums to be paid by members of the Society, annual subscribers, associates, Lloyd’s brokers, underwriting agents and others;
	(5)	For regulating the mode, time and place of summoning and holding general meetings of the Society and the mode of voting and the conduct of proceedings thereat;
	(6)	For regulating the mode, time and place of summoning and holding meetings of the Council and of the Committee and the quorum and manner of proceedings at meetings of the Council and of the Committee;
	(7)	For regulating:—
	(a)	the manner in which byelaws and the amendment and revocation of byelaws shall be promulgated; and
	(b)	the mode in which the Committee shall make regulations and the manner in which such regulations shall be promulgated;
	(8)	For regulating the appointment, powers and functions of the Chairman and Deputy Chairmen of Lloyd’s and the Chairman and Deputy Chairmen of the Committee;
	(9)	For regulating the remuneration and indemnification of all or any of the members of the Council;
	(10)	For regulating:—
	(a)	the appointment of other committees of the Council or of sub-committees of the Committee;
	(b)	the appointment of any person or body of persons with a duty to report to the Council or the Committee;
	(c)	the inclusion of persons who are not members of the Society, Lloyd’s brokers or underwriting agents in such committees, sub-committees or bodies of persons;
	(d)	the functions of such committees, sub-committees, persons or bodies of persons and the manner in which such functions are to be executed; and
	(e)	the mode, time and place of summoning, and holding meetings of such committees, sub-committees or bodies of persons, and the quorum and manner of proceedings thereat;
	(11)	For determining and declaring the grounds upon which and for regulating the mode in which a member of the Council, the Committee or any other committee, sub-committee or other body of persons established by or pursuant to this Act shall cease to be a member thereof;
	(12)	For regulating the grant and renewal of permission to broke insurance business at Lloyd’s as a Lloyd’s broker, for regulating the continuing right to broke such business and for regulating the manner and circumstances in which such permission may be withdrawn, and so that any byelaws made for such purposes may impose or provide for conditions and requirements to be satisfied or complied with on the grant and during the continuance of such permission, which conditions and requirements—
	(a)	may from time to time be added to, altered or withdrawn;
	(b)	may include the requirement to give undertakings;
	(c)	may apply to all or any class of Lloyd’s brokers and as to the whole or any class of their business of broking insurance; and
	(d)	may have the effect that a partnership or body corporate shall not be permitted after a date to be prescribed by the Council to broke insurance business at Lloyd’s so long as it (or any related company)—
	(i)	is controlled by such person or class of persons as may be therein specified; or
	(ii)	owns any interest in any underwriting agent or an underwriting agent of such class as may be specified by the Council;
	(13)	For regulating the grant and renewal of permission to act as an underwriting agent for underwriting members in carrying on their underwriting business at Lloyd’s, for regulating the continuing right to act as such an underwriting agent and for regulating the manner and circumstances in which permission may be withdrawn, and so that any byelaws made for such purposes may impose or provide for conditions and requirements to be satisfied or complied with on the grant and during the continuance of such permission, which conditions and requirements—
	(a)	may from time to time be added to, altered or withdrawn;
	(b)	may include the requirement to give undertakings;
	(c)	may apply to all or any class of underwriting agents and as to the whole or any class of their business as underwriting agents; and
	(d)	may have the effect that a person shall not be permitted after a date to be prescribed by the Council to act as such agent so long as—
	(i)	that person owns any interest in an insurance broker; or
	(ii)	where that person is a body corporate, any related company owns any interest in an insurance broker; or
	(iii)	where that person is a body corporate or a partnership, it or any related company is controlled by, or any interest in it is owned by, such person or class of person as may be therein specified;
	(14)	For providing that permission to carry on business at Lloyd’s as a Lloyd’s broker or as an underwriting agent shall not be granted or renewed and that any such permission may be revoked unless the Council is satisfied as to all or any of the following matters:—
	(a)	that the person having control of the Lloyd’s broker or underwriting agent (being a partnership or body corporate) is, by reason of his character and suitability, a person who should have control of a Lloyd’s broker or such an underwriting agent;
	(b)	that each director or partner of the Lloyd’s broker or underwriting agent (being a partnership or body corporate) is, by reason of his character and suitability, a person who should be a director or partner of a Lloyd’s broker or such an underwriting agent;
	(c)	that each person who works for the Lloyd’s broker or underwriting agent in such capacity as may be specified by the Council is, by reason of his character and suitability, a person who should work in such capacity for a Lloyd’s broker or underwriting agent;
	(15)	For prescribing or regulating terms which are or are not to be included in agreements between underwriting agents and underwriting members or other underwriting agents;
	(16)	For requiring that accounts of underwriting syndicates be audited and that reports and audited accounts be furnished to members of the syndicate and for regulating the form and content of such reports and accounts;
	(17)	For prescribing or regulating information which is to be supplied by underwriting agents to persons applying to become members of the Society;
	(18)	For empowering the Council to nominate and appoint an underwriting agent (in this paragraph referred to as the “substitute agent”) to act as agent or sub-agent for an underwriting member as to the whole or any part of his underwriting business in any case where such member has no underwriting agent for the whole or such part of his underwriting business or where in the opinion of the Council—
	(a)	such appointment is in the interests of such member; or
	(b)	it is essential for the proper regulation of the business of insurance at Lloyd’s;
		and to give such directions to any underwriting agent already acting for such member as may be desirable in connection with the appointment of the substitute agent;
	(19)	For regulating as among and between underwriting members, Lloyd’s brokers, underwriting agents and any other person transacting with underwriting members the business of insurance (whether as principal or agent) or interested therein, the mode in which insurance shall be effected with underwriting members and the periods at which settlements in respect of insurances so effected shall be made;
	(20)	For empowering the Council to take steps and give undertakings required by or under the law of any country in order to secure authorisation for underwriting members to transact insurance business in or emanating from that country and to require underwriting members, Lloyd’s brokers and underwriting agents to comply with undertakings so given;
	(21)	For requiring members of the Society, Lloyd’s brokers, underwriting agents, annual subscribers, associates and substitutes, or any director or partner of a Lloyd’s broker or underwriting agent or any person who works for a Lloyd’s broker or underwriting agent in such capacity as may be specified by the Council to supply such information to the Council as may be so specified;
	(22)	(a)For empowering the Council to order any inquiry, including an inquiry concerning the affairs of any member of the Society or syndicate of members or any Lloyd’s broker or any underwriting agent;
		(b)For requiring any member of the Society or any director or partner of a Lloyd’s broker or underwriting agent or any person who works for a Lloyd’s broker or underwriting agent in such capacity as may be specified by the Council to give when required such information as may be in his or its possession or to produce such documents and material as may be in his or its possession or under his or its control relating to the subject-matter of the inquiry;
		(c)For requiring any person whose affairs have been the subject of any inquiry to pay the costs incurred in connection with the inquiry or to make a contribution thereto;
	(23)	(a)For empowering the Council to order that in or in the course of any such inquiry as is referred to in paragraph (22) of this Schedule investigation be made into frauds or crimes, or circumstances having the appearance of frauds or crimes, practised or attempted or intended to be practised in connection with the business of insurance at Lloyd’s
		(b)For empowering the Council to take or facilitate the taking of proceedings with a view to the punishment of persons appearing to be responsible for or concerned in any such frauds or crimes;
		(c)For empowering the Council to supply to any police constable any information, documents or material in its possession, including any information, documents or material obtained pursuant to byelaws made for the purposes specified in paragraphs (21), (22) (b) and (24) of this Schedule;
	(24)	For regulating the circumstances in which members of the Society, Lloyd’s brokers, underwriting agents, annual subscribers, associates and substitutes, or any director or partner of a Lloyd’s broker or underwriting agent or any person who works for a Lloyd’s broker or underwriting agent in such capacity as may be specified by the Council may (without being required so to do) give information or produce documents or material to the Council;
	(25)	For requiring that, save in so far as the same may be used in disciplinary or criminal proceedings, due confidentiality is preserved with respect to any information supplied or documents or material produced pursuant to byelaws made for the purposes specified in paragraphs (21), (22) (b) and (24) of this Schedule, especially in so far as such information, documents or material relate to the affairs of any persons (including principals and clients of Lloyd’s brokers and of underwriting agents) other than those supplying or producing such information, documents or material;
	(26)	For empowering the Council to suspend (for such maximum period as may be specified by byelaw) any of the following from transacting, or being concerned or interested in the transaction of, the business of insurance at Lloyd’s or any class or classes of such business, that is to say:—
	(a)	a member of the Society;
	(b)	a Lloyd’s broker;
	(c)	an underwriting agent; or
	(d)	any person who works for a Lloyd’s broker or an underwriting agent in such capacity as may be specified by the Council;
	(27)	For regulating the grounds on which and the manner in which a member of the Society may by disciplinary proceedings be suspended or excluded from membership or required to cease underwriting temporarily, or indefinitely, or subjected to any lesser penalty prescribed by byelaws, including, but not limited to, a fine and the posting of a notice of censure in the Room;
	(28)	For regulating the grounds on which and the manner in which permission to broke insurance business at Lloyd’s as a Lloyd’s broker may by disciplinary proceedings be revoked or suspended, or a Lloyd’s broker may be subjected to any lesser penalty prescribed by byelaws, including, but not limited to, a fine and the posting of a notice of censure in the Room;
	(29)	For regulating the grounds on which and the manner in which permission to act as an underwriting agent may by disciplinary proceedings be revoked or suspended, or an underwriting agent may be subjected to any lesser penalty prescribed by byelaws, including, but not limited to, a fine and the posting of a notice of censure in the Room;
	(30)	For regulating the grounds on which and the manner in which the right of admission to the Room of an annual subscriber may by disciplinary proceedings be withdrawn or suspended, or an annual subscriber may be subjected to any lesser penalty prescribed by byelaws, including, but not limited to, a fine and the posting of a notice of censure in the Room;
	(31)	For requiring—
	(a)	a partner or director of a Lloyd’s broker or underwriting agent; or
	(b)	a person who works for a Lloyd’s broker or underwriting agent in such capacity as may be specified by byelaw;
		to undertake to submit to the jurisdiction of the Council and for regulating the grounds on and the manner in which such persons may by disciplinary proceedings be subjected to any penalty prescribed by byelaws including, but not limited to—
	(i)	an order prohibiting or suspending him for being concerned in the conduct of business at Lloyd’s;
	(ii)	a fine; or
	(iii)	the posting of a notice of censure in the Room;
	(32)	For providing for the recovery of any fine or costs imposed pursuant to byelaws as a civil debt;
	(33)	For regulating the powers of a Disciplinary Committee and the Appeal Tribunal, including the power to—
	(a)	subject to or join in proceedings before a Disciplinary Committee or the Appeal Tribunal and to subject to any penalty prescribed by byelaws, a director or partner of a Lloyd’s broker or underwriting agent or a person who works for a Lloyd’s broker or underwriting agent in such capacity as may be specified by the Council;
	(b)	require any such person as aforesaid (whether or not such person is a party to or otherwise concerned in the proceedings) to appear before a Disciplinary Committee or the Appeal Tribunal to give evidence, or to produce documents and material, or both;
	(c)	award costs;
	(34)	For regulating the procedures of a Disciplinary Committee and the Appeal Tribunal provided that such byelaws shall provide for a right to a hearing and legal representation if so desired for any person upon whom a penalty may be imposed or against whom an order may be made;
	(35)	For regulating the procedure whereby the Council—
	(a)	confirms, modifies or grants dispensation in respect of any penalty imposed by a Disciplinary Committee or the Appeal Tribunal; and
	(b)	publishes its decision and any penalty imposed;
	(36)	For providing for the establishment and constitution of an Arbitration Panel to hear and determine disputes relating to the business of insurance at Lloyd’s, for determining the matters to be referred for arbitration to the Arbitration Panel, for requiring parties to such disputes to refer them to the Arbitration Panel for arbitration and for regulating the conduct of any such arbitration proceedings;
	(37)	For regulating the manner, terms and restrictions in, on and subject to which intelligence and information may be supplied to members of the Society and others;
	(38)	For providing for the establishment and maintenance of a scheme for the protection of Lloyd’s policyholders, underwriting members and others in the event of the default of a Lloyd’s broker and for empowering the Council to require Lloyd’s brokers and others to be parties to and to contribute to such scheme as a condition or requirement of the grant or renewal of permission to broke insurance business at Lloyd’s as a Lloyd’s broker or otherwise;
	(39)	For regulating the use of the Room by members of the Society and others;
	(40)	For regulating the investment of the funds and other property of the Society;
	(41)	For regulating the grant and operation of binding authorities, or any other means whereby authority to accept insurance on behalf of underwriting members is delegated;
	(42)	For regulating the appointments and duties of agents or correspondents of the Society at ports and other places;
	(43)	For regulating the appointment, terms of employment and remuneration of a Secretary General and other officers and employees of the Society.
Schedule 3. Repeals

Chapter	Short Title	Extent of repeal	
34 & 35 Vict. c. xxi	Lloyd's Act 1871	Sections 11 and 12.
Sections 18 to 27
Section 29.
The Schedule	
51 & 52 Vict. c. 29.	Lloyd's Signal Stations Act 1888	The whole Act.	
1 & 2 Geo.5. c. lxii	Lloyd's Act 1911	Sections 10 to 13	
15 & 16 Geo 5. c. xxvi	Lloyd's Act 1925	The whole Act.	
14 & 15 Geo 6. c. viii	Lloyd's Act 1951	The proviso to section 3 (2).
Section 4	

Schedule 4. Transitional Provisions
Part I. The First Members of the Council
  1. Any person who is, immediately prior to the commencement of this Act, a member of the Committee of Lloyd’s pursuant to Lloyd’s Acts 1871 to 1951 and byelaws made thereunder (in this Schedule referred to as “the Old Committee”) shall be a working member of the Council and a member of the Committee established by section 5 of this Act until such time as he would, but for this Act, have ceased to be a member of the Old Committee.
  2. The provisions of Schedule 1 to this Act shall be carried into effect by the Old Committee, which shall provide that a member of the Society may object to his or another member’s classification on such Register, and for the determination of such objection and for the right to appeal against such determination to a sub-committee of the Old Committee consisting of three members thereof whose decision shall be conclusive, and the election of a person to the Council shall not be challenged or otherwise declared to be invalid by reason of any proceedings pursuant to such provision by the Old Committee not being completed or for any other reason whatsoever.
  3. In lieu of the general meeting of members of the Society which would be held in November 1982 but for this Act a ballot to elect four working members of the Council shall be held at that time in accordance with byelaws for the time being in force provided, however, that the four persons to be elected shall be elected from among the working members of the Society by those members whose names are shown on Part I of the Register referred to in Schedule 1 to this Act as working members of the Society. Notwithstanding anything in the byelaws made under Lloyd’s Acts 1871 to 1951 the Old Committee shall appoint two or more members as scrutineers to take the vote and report the result.
  4. A ballot to elect eight external members of the Council shall be held to which the following provisions shall apply:—
	(a)	such ballot shall take place within four months of the day on which this Act is passed;
	(b)	the election shall be by postal ballot of all those members of the Society whose names are shown on Part II of the Register referred to in Schedule 1 to this Act as external members of the Society, and each such member who exercises his right to vote in such ballot shall cast one vote for each of eight of the persons duly nominated for election;
	(c)	the Old Committee shall give not less than 60 clear days’ notice of such ballot by notice in writing to each member of the Society entitled to vote at such ballot, addressed to such member’s last known place of business or abode and the notice shall state that the object of the ballot is to elect eight external members of the Council and the date and time by which nominations for such election are to be received in order to be valid;
	(d)	an external member of the Society shall be nominated for election as an external member by the Council by a requisition signed by not less than sixteen members of the Society entitled to vote at such ballot, which requisition shall be lodged with the Secretary General of Lloyd’s or other person duly authorised by the Old Committee at least 42 clear days before the day on which such ballot is to take place;
	(e)	if the number of persons duly nominated for election as external members of the Council in accordance with sub-paragraph (d) above does not exceed the number to be elected, the nominated candidates shall be declared to be elected and if the number of nominated candidates is reduced by withdrawal or otherwise to no more than that number, the remaining nominated candidates shall be declared to be elected;
	(f)	not less than 28 clear days before the day on which the ballot is to take place, the Secretary General of Lloyd’s or other person duly authorised by the Old Committee shall send to each of the members of the Society entitled to vote at such ballot—
	(i)	a ballot paper containing the name of each duly nominated candidate and stating that each such member shall cast one vote for each of eight of the candidates and the date and time by which ballot papers are to be received in order to be included in the ballot; and
	(ii)	particulars of each candidate including any statement he may wish to make concerning his candidature, the form and content of which shall have been approved by the Old Committee;
	(g)	a notice or ballot paper shall be deemed to have been properly sent by the Secretary General of Lloyd’s or other person duly authorised by the Old Committee if it is sent to a member at his last known place of business or abode but the result of a ballot under this Schedule shall not be invalidated by any failure by the Secretary General of Lloyd’s or other duly authorised person to send a ballot paper to any member of the Society entitled to vote at such ballot or by the non-receipt by any such member of a ballot paper;
	(h)	a member of the Society entitled to vote at such ballot may exercise his right to vote by posting or delivering his ballot paper duly completed to the Secretary General of Lloyd’s or other person duly authorised but only ballot papers received by the Secretary General of Lloyd’s or such person on or before the date and time stated on the ballot paper shall be included in the votes counted;
	(i)	subject to the provisions of any byelaws which may be made pursuant to section 3 (5) of this Act four of the persons elected in such ballot shall be external members of the Council until 31st December 1984, and four of the persons so elected shall be external members of the Council until 31st December 1986.
  5. Within 28 days after the election pursuant to paragraph 4 of this Schedule, the working members and the external members of the Council shall meet at a place, date and time determined by the Old Committee and shall, by resolution passed by separate majorities of both the working members of the Council and the external members of the Council, appoint the first three nominated members of the Council whose appointments shall be governed mutatis mutandis by the provisions of section 3 (2) (c) of this Act.
  6. Subject to the provisions of any byelaws which may be made pursuant to section 3 (5) of this Act the following provisions shall have effect with respect to the appointments made pursuant to paragraph 5 of this Schedule:—
	(a)	one of the persons appointed shall hold office until 31st December 1984, one shall hold office until 31st December 1985, and one shall hold office until 31st December 1986 (such persons, in default of agreement among the persons so appointed, to be determined by lot);
	(b)	no person shall be appointed a nominated member of the Council without his consent.
  7. The first meeting of the Council shall take place at such place, date and time not more than 28 days after the meeting referred to in paragraph 5 of this Schedule as may be decided at that meeting.
  8. Unless at its first meeting the Council shall otherwise determine, the persons who are immediately prior to such meeting the Chairman of Lloyd’s and the Deputy Chairmen of Lloyd’s pursuant to Lloyd’s Acts 1871 to 1951 and byelaws made thereunder shall be respectively the Chairman of Lloyd’s and the Deputy Chairmen of Lloyd’s as if appointed under section 4 of this Act and shall continue to hold such positions until the end of the year 1982.
Part II. Other Transitional Provisions
  9. Until the first meeting of the Council, Lloyd’s Acts 1871 to 1951 shall, subject to the provisions of this Schedule, continue to have effect as though this Act had not been passed.
NOTE
  10. The Council may in preferring any charge against any person refer to, and the Disciplinary Committee in hearing that charge may have regard to and take into account, any act, default or other event which takes place before this Act comes into force.
  11. Section 20 (Exclusion from membership for violation of fundamental rules, &c.) of the Act of 1871 (including the Schedule to that Act setting out the fundamental rules of the Society), section 12 (Power of Committee to temporarily suspend Members) of the Act of 1911 and byelaw 87 (vi) of the byelaws made pursuant to Lloyd’s Acts 1871 to 1951 shall continue to have effect until a Disciplinary Committee shall be established by byelaws made under this Act, and where proceedings have been commenced against any person under either of such sections or under such byelaw, they may be continued in all respects until concluded as if the section or byelaw under which the proceedings had been commenced continued in full force and effect.

Part II—Lloyd's Byelaws
A—Registration
This heading brings together all the provisions pertaining to the admission to and exclusion of entities and individuals from the Lloyd's market i.e. underwriting agents, Lloyd's brokers, individual members and corporate members. It is a means by which the Society seeks to control access to the Lloyd's market by ensuring that those allowed to transact insurance business are of a required standard. It will set out the application procedures and the conditions to be fulfilled in order to satisfy the Society that they will maintain the necessary criteria for admission. It also sets out the grounds and procedures by which the participation of the entities and individuals in the market can be terminated, as well as any rights and obligations that they and the Society may have on termination of their participation.
100. The Register of Members
Byelaw No. 22 of 1983, 19 December 1983
COMMENCEMENT
  This byelaw commenced on 19 December 1983.
AMENDMENTS
  This byelaw was amended by
Miscellaneous Administrative Provisions (No. 2) Byelaw (No. 1 of 1993)
Register of Members (Amendment) Byelaw (No. 3 of 1997).
  1. In this byelaw, unless the context otherwise requires:—
	(a)	where a period of days is specified for performing certain actions, giving notice or the like, that period of days shall be computed by excluding the day on which time begins to run;
	(b)	except as provided below the words and expressions listed in section 2 of Lloyd’s Act 1982 are to be construed according to the definitions there ascribed to them, which shall be deemed to be applicable for the purposes of this byelaw;
	(c)	“Chairman of Lloyd’s” has the meaning ascribed to it in section 4 of Lloyd’s Act 1982;
		  “member’s agent” means an underwriting agent which is listed on any part of the Register of Underwriting Agents at Lloyd’s as a member’s agent;
		  “Membership Committee” means the Membership Committee [ . . . ] constituted pursuant to the byelaw entitled “Quorums and Appointment of Committees and Sub-Committees”;
		  “year” means calendar year.
NOTE
  2. The Interpretation Act 1978 shall extend to and be applicable to this byelaw, which shall be deemed to be “subordinate legislation” within the meaning of that Act.  3. The Council shall compile, keep and maintain a Register in accordance with Schedule 1 to Lloyd’s Act 1982, which shall be divided into two parts and which shall show:—
	(a)	in Part I the names of all those members of the Society classified as working members of the Society as at the relevant date; and
	(b)	in Part II the names of all those members of the Society classified as external members of the Society as at the relevant date,
and references in this byelaw to a member’s classification shall be to his classification on the Register as a working or external member of the Society.  4. The Register shall be available for inspection during normal working hours by a member of the Society upon request at such part of the premises of the Society in the City of London or such other place as the Council shall specify.  5. Within twenty-eight days of a written request from the Council, a Lloyd’s broker or an underwriting agent shall supply the names of, and such other details as the Council may request in respect of, those individuals who are, or immediately before their retirement were, in the employ of such Lloyd’s broker or such underwriting agent and who are working members of the Society.  6.[(a)] The Council, from the information available to it, shall revise the Register [at each of the dates in each year referred to in sub-paragraph (b)]:—
	(a)	by transferring the name of a member of the Society from one part of the Register to the other; and
	(b)	by adding to or deleting from the Register the name of a person who is admitted as, or who ceases to be, a member of the Society;
as circumstances may require.
  [(b) The dates referred to in sub-paragraph (a) are:
	(i)	1 January;
	(ii)	1 July;
	(iii)	such other date or dates as the Council may from time to time prescribe (whether for the purpose of a proposed notice of election of members of the Council under the Council and Committee Byelaw (No. 18 of 1996, 521) or otherwise).]
NOTE
  7. (a) By the end of February in each year, a member of the Society may object to his or another member’s classification by lodging with the Secretary General or other person duly authorised by the Council a notice in writing and a statement of the grounds for his objection. Any objection shall be by reference to the facts existing as at the 1st January immediately preceding the objection. If the member is objecting to another member’s classification, the Secretary General or other person duly authorised by the Council shall, upon receipt of a notice under this paragraph, serve upon the other member a copy of the notice and statement. Within twenty-eight days of receipt of the copy of the notice and statement the other member shall be entitled to lodge with the Secretary General or other person duly authorised by the Council a reply to any of the matters contained in the statement.
  (b) Within forty-two days of receipt of a notice and statement, or of receipt of any reply thereto, lodged under sub-paragraph (a) of this paragraph, the Membership Committee shall consider and determine the objection and shall notify in writing:—
	(i)	the member of the Society whose classification is the subject of the objection and his member’s agent; and
	(ii)	if another member of the Society initiated the objection, that other member,
of its determination thereon and of the right to appeal in accordance with this byelaw and shall, if the determination so requires, direct that the Register be amended.
  (c) The Membership Committee may consider and determine the objection solely on the basis of the notice and statement and any reply thereto lodged under sub-paragraph (a) of this paragraph.  8. (a) Where the Membership Committee has determined that an objection made under paragraph 7 of this byelaw be upheld only the member of the Society whose classification is the subject of the objection may appeal against that determination, and where the Membership Committee has determined that such an objection be rejected only the member who has initiated the objection may appeal.
  (b) There shall be a committee to hear appeals from a determination by the Membership Committee under this byelaw which shall consist of one working member, one external member and one nominated member of the Council to be appointed from time to time by the Chairman of Lloyd’s, and such body is referred to in this byelaw as the “Classification Appeals Committee”.  9. (a) An appeal under this byelaw shall be made by the member of the Society (“the Appellant”) lodging with the Classification Appeals Committee within fourteen days of the receipt by the Appellant of the determination of the Membership Committee:—
	(i)	a notice that the Appellant appeals against the determination of the Membership Committee and the grounds for such appeal; and
	(ii)	particulars of any evidence upon which it is sought to rely.
  (b) If the Appellant is appealing against a determination of the Membership Committee on an objection initiated by or relating to the classification of another member of the Society (in this paragraph referred to as “the Respondent”), the Classification Appeals Committee shall upon receipt of the notice and other documents required under sub-paragraph (a) of this paragraph serve copies of the notice and other documents upon the Respondent.
  (c) Within twenty-eight days of the date of the service upon him of the copies of the notice and other documents under sub-paragraph (b) of this paragraph, the Respondent may lodge with the Classification Appeals Committee a reply to any of the matters contained in the notice and any other documents and particulars of any evidence upon which it is sought to rely.
   (d) An appeal shall be by way of hearing on documents, save that, if upon application the Classification Appeals Committee shall in its discretion so allow, the Appellant and, where there is a Respondent, the Respondent shall be entitled to an oral hearing before the Classification Appeals Committee and may be represented at that hearing by his member’s agent or another person of his choice.
  (e) Subject to sub-paragraph (d) above, the Classification Appeals Committee may conduct the hearing in such manner and at such time as it considers appropriate and may proceed with the hearing notwithstanding the failure by the Appellant or the Respondent to attend.
  (f) The Classification Appeals Committee shall within seven days of the hearing give to the Appellant and, where there is a Respondent, the Respondent written notice of its decision (but without being obliged to give any reason therefor) and shall, if the case so requires, direct that the Register be amended.
  (g) No appeal shall lie from a decision of the Classification Appeals Committee.
  10. (a) The Membership Committee may hear and determine all objections to the classification of a member of the Society at the same time.
  (b) The Classification Appeals Committee may upon its own motion consolidate and hear together all appeals against the determination of the Membership Committee as to the classification of a member of the Society.  11. The Membership Committee or the Classification Appeals Committee, as the case may be, may upon application, or on its own motion, extend or abridge as it thinks fit any time limit specified in this byelaw.  12. [Deleted on 6 January 1993 by Byelaw No. 1 of 1993.]  13. Any election to the Council shall not be challenged or otherwise declared to be invalid by reason of any process of objection or any appeal under paragraph 7 or 9 respectively of this byelaw not being determined or completed or for any other reason relating to the classification of a member of the Society.
101. The Underwriting Agents Byelaw
No. 4 of 1984, 14 May 1984
COMMENCEMENT
  This byelaw commenced on 14 May 1984.
AMENDMENTS
  This byelaw was amended by
Underwriting Agents (Amendment) Byelaw (No. 8 of 1987)
Underwriting Agents (Amendment No. 2) Byelaw (No. 4 of 1988)
Lloyd’s Market Certificate Byelaw (No. 6 of 1989)
Underwriting Agents (Amendment No. 3) Byelaw (No. 9 of 1989)
Underwriting Agents (Amendment No. 4) Byelaw (No. 14 of 1989)
Underwriting Agents (Amendment No. 5) Byelaw (No. 18 of 1989)
Underwriting Agents (Amendment No. 6) Byelaw (No. 4 of 1990)
Miscellaneous Administrative Provisions (Amendment No. 2) Byelaw (No. 1 of 1993)
Underwriting Agents (Amendment No. 7) Byelaw (No. 7 of 1993)
Annual Subscribers, Associates, Substitutes and Others Byelaw (No. 8 of 1993)
Information and Confidentiality Byelaw (No. 21 of 1993)
Underwriting Agents’ Qualifications (Miscellaneous Amendments) Byelaw (No. 32 of 1993)
Transitional and Conversion Arrangements (Corporate Member) Byelaw (No. 9 of 1994)
Underwriting Agents (Amendment No. 8) Byelaw (No. 13 of 1994)
Companies’ Accounts (Miscellaneous Amendments) Byelaw (No. 15 of 1994)
Syndicate Accounting Byelaw (No. 18 of 1994)
Underwriting Agents (Amendment No. 9) Byelaw (No. 3 of 1995)
Underwriting Agents (Amendment No. 10) Byelaw (No. 8 of 1995)
Underwriting Agents (Amendment No. 11) Byelaw (No. 15 of 1995)
Appeal Tribunal Byelaw (No. 18 of 1995)
Underwriting Agents (Amendment No. 12) Byelaw (No. 5 of 1996)
Conversion and Related Arrangements Byelaw (No. 22 of 1996).
Underwriting Agents (Amendment No. 13) Byelaw (No. 36 of 1996)
Underwriting Agents (Amendment No. 14) Byelaw (No. 20 of 1997)
Underwriting Agents (Amendment No. 15) Byelaw (No. 14 of 1998)
Captive Corporate Members Byelaw (No. 19 of 1998)
Premiums Trust Fund and Regulating Trustee Byelaw (No. 22 of 1998)
Training and Development Byelaw (No. 23 of 1998)
Proportional Reinsurance Syndicates Byelaw (No. 9 of 1999, 347)
Underwriting Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Revocation Byelaw (No. 16 of 1999)
Run-Off Years of Account (Revocation) Byelaw (No. 1 of 2000)
Lloyd’s Policy Signing Office Byelaw (No. 11 of 2000)
Lloyd’s Claims Byelaw (No. 12 of 2000)
Annual Subscribers Byelaw (No. 15 of 2000)
Lloyd’s Brokers Byelaw (No. 17 of 2000)
Underwriting Agents (Amendment No. 17) Byelaw (No. 2 of 2001)
Amendment Byelaw (No. 9 of 2001).
PART A—DEFINITIONS
PART B—REGISTRATION, RENEWAL AND WITHDRAWAL OF REGISTRATION
Registration
Clearance notification
Renewal and withdrawal of registration
PART C—RULES FOR UNDERWRITING AGENTS
Section I—Ownership and Control
  Managing Agents
Companies limited by shares registered under the Companies Acts
Companies registered under the Companies Acts (other than companies limited by shares)
General partnerships
Limited partnerships
  Members’ Agents
Companies limited by shares registered under the Companies Acts
Companies registered under the Companies Acts (other than companies limited by shares)
General partnerships
Limited partnerships
Section II—Operation
  Managing Agents
All Underwriting Agents
Section III—Miscellaneous
  All Underwriting Agents
Consent to, and notification of, changes
Accounts and financial statements
The Committee’s power to obtain information
  Substitute agents
  EEC underwriting agents
[Section IV—Audit
  All Underwriting Agents][Section V—Financial Resources
  All Underwriting Agents
    Financial Resources]
NOTE ON AMENDMENTS
  Byelaw No. 8 of 1987 amended this byelaw with the following words:
	“(a)	the registration of bodies as underwriting agents and the renewal and withdrawal of such registrations shall be under the control of the Council and accordingly all references to the Committee shall be construed as references to the Council provided that where any part of the procedure for the registration, or renewal or withdrawal of such registration, of a body as an underwriting agent has been performed by the Committee then the Council need not repeat the performance of such part of the procedure;”.
  Byelaw No. 15 of 1987 amended paragraphs 1(a) and 16(c)(iii) of this byelaw and stated that in so far as this byelaw applied to premium income in the calendar year 1987, the Committee would, until 31 December 1988 and where it appears expedient, exercise its powers under paragraph 16(e) of this byelaw as if the amendments to paragraphs 1(a) and 16(c)(iii) had not been made.
  Byelaw No. 14 of 1989 amended paragraph 56(b)(ii), (iii) and inserted (iv), and amended paragraph 61(c)(ii), such amendments to come into force on 1 July 1991 and which would apply to all accounts and financial statements which are delivered after that date and which have been prepared up to a date on or after 30 June 1991.
  Byelaw No. 4 of 1990 states that the requirement in paragraph 53(a)(i) of this byelaw shall not apply to any change in the articles of association of an underwriting agent being a company registered under the Companies Acts, which is made solely in consequence of the provisions of this byelaw or byelaw No. 18 of 1989.
Part A—Definitions
  1. (a) In this byelaw, the following expressions have the following meanings, unless the context otherwise requires:
“the Act” means Lloyd’s Act 1982
[“active underwriter” means, in relation to a syndicate, the person at or deemed by the Council or Committee to be at, the underwriting box with principal authority to accept risks on behalf of the members of the syndicate]
NOTE
[“approved transfer agreement” has the meaning given in the Transitional and Conversion Arrangements (Corporate Member) Byelaw (No. 9 of 1994)]
NOTE
“arrangement” includes any agreement or arrangement whether or not intended to be enforceable by legal proceedings and whether or not evidenced in writing
[“associate”, in relation to any person, means that person’s wife, husband, minor child, minor step-child, any body corporate of which that person is a director, any employee or partner of that person and, if that person is a body corporate, any subsidiary of that body corporate and any employee of any such subsidiary]
NOTE
“associated with a Lloyd’s broker” has the meaning in sections 11(2) and 11(3) of the Act and for the purposes of this definition, “Lloyd’s broker” has the meaning ascribed to it in section 12(1)(b) of the Act
“associated with a managing agent” has the meaning in section 10(2) of the Act
“body” means any firm, partnership, corporation, association, or other body of persons (whether corporate or unincorporate)
“byelaw 87” means byelaw 87 made on 18 November 1970 pursuant to Lloyd’s Acts 1871 to 1951
[“captive corporate member” has the meaning given in the Schedule to the Membership Byelaw (No. 17 of 1993, 111);
“captive syndicate” has the meaning given in the Schedule to the Membership Byelaw (No. 17 of 1993, 111);]
NOTE
“clearance notification” means a notification given by the Committee pursuant to paragraph 10 of this byelaw
“the Companies Acts” means one or more of the Companies Act 1862, the Companies (Consolidation) Act 1908, the Companies Act 1929, the Companies Acts 1948 to 1983 [and the Companies Act 1985]
NOTE
[“compliance officer” means the person appointed by an underwriting agent in accordance with paragraph 52A of this byelaw;]
NOTE
“constitution” means the memorandum of association, articles of association, deed, articles, agreement and other instrument from time to time constituting, regulating or defining the powers of a body
[“corporate adviser” means a members’ agent, as described in paragraph (iii) of the definition of “members’ agent”, and which is designated a corporate adviser or, where the context so admits, a body applying to be permitted by the Committee to act solely as a corporate adviser;
“corporate member” has the meaning given in the Membership Byelaw (No. 17 of 1993, 111);]
NOTE
“general partnership” means a partnership (other than a limited partnership) to which the Partnership Act 1890 applies
[“group company insurance business” has the meaning given in the Schedule to the Membership Byelaw (No. 17 of 1993, 111)];
NOTE
[“host syndicate” means a syndicate through which one or more members underwrite insurance business at Lloyd’s and which is reinsured by the members of a proportional reinsurance syndicate;]
NOTE
“interest” means:
	(i)	in relation to a company registered under the Companies Acts, any interest of any kind whatsoever in a share in such a company (disregarding any restraints or restrictions to which the exercise of any right attached to the interest in the share is, or may be, subject) and without limiting the meaning of “interest”, a person shall be taken to have an interest in a share if:
	(a)	he enters into a contract for its purchase by him (whether for cash or other consideration); or
	(b)	not being the registered holder, he is entitled to exercise any right conferred by the holding of that share or is entitled to control the exercise or non-exercise of any such right; or
	(c)	he has a right to call for delivery of the share to himself or to his order; or
	(d)	he has a right to acquire an interest in a share or is under an obligation to take an interest in a share,
		whether in any case the contract, right or obligation is absolute or conditional, legally enforceable or not and evidenced in writing or not, and it shall be immaterial that a share in which a person has an interest is unidentifiable
	(ii)	in relation to a partnership share or a partnership, means any interest or right to participate, whether legally enforceable or not and whether actual, prospective or contingent, in that partnership share or in any profits or assets of that partnership, whether or not the right or interest is evidenced in writing
“limited partner” has the meaning in section 4 of the Limited Partnerships Act 1907
“limited partnership” means a partnership registered under the Limited Partnerships Act 1907
“managing agent” means an underwriting agent which performs for an underwriting member one or more of the following functions:
	(a)	underwriting contracts of insurance at Lloyd’s;
	(b)	reinsuring such contracts in whole or in part;
	(c)	paying claims on such contracts
or, if the context requires, a body applying to be permitted by the Committee to perform one or more of such functions
[“managing agent’s trustee” means, in regard to a managing agent, any trustee of one or more premiums trust deeds designated under the terms of that deed or those deeds as a or the managing agent’s trustee in respect of that managing agent;]
NOTE
[“member’s syndicate premium limit” has the meaning given in paragraph 1(a) of the Syndicate Premium Income Byelaw (No. 6 of 1984, 201)]
NOTE
“members’ agent” means an underwriting agent which:
	(i)	acts on behalf of an underwriting member in accordance with a direct contractual relationship with that underwriting member in respect of that underwriting member’s business at Lloyd’s but does not (or to the extent that it does not) perform any of the functions of a managing agent [(but this shall not prevent a members’ agent from acting as the underwriting agent through whom a transferor underwrites an approved transfer agreement)]; or
	(ii)	if the context requires, a body applying to be permitted by the Committee to act pursuant to such a contractual relationship [[; or
	(iii)	acts solely on behalf of a corporate member in accordance with the requirements of the Council and each such members’ agent shall be designated “corporate adviser”; or
	(iv)	if the context requires, a body applying to be permitted by the Committee to act solely as a corporate adviser.]]
NOTE
[“notifiable event” has the meaning, in regard to a managing agent’s trustee, given in the premiums trust deed or deeds for the purposes of which that trustee has been designated as a or the managing agent’s trustee;]
NOTE
[“notifiable holding” means voting rights or shares which, if acquired by any person, will result in his becoming a 10 per cent controller, a 20 per cent controller, a 33 per cent controller, a 50 per cent controller or a majority controller;]
NOTE
“partner” includes a general partner (as defined in section 3 of the Limited Partnerships Act 1907) but not a limited partner
“partnership” means a general partnership or a limited partnership, as the case may be
“partnership share” means the rights and interest of a partner or a limited partner, as the case may be, in an underwriting agent which is a partnership
[“premiums trust deed” has the meaning given in paragraph 1 of the Schedule to the Membership Byelaw (No. 17 of 1993, 111);
“premiums trust fund” has the meaning given in paragraph 1 of the Schedule to the Membership Byelaw (No. 17 of 1993, 111);]
NOTE
[“proportional reinsurance contract” has the meaning given in the Proportional Reinsurance Syndicates Byelaw (No. 9 of 1999, 347);
“proportional reinsurance syndicate” has the meaning given in the Proportional Reinsurance Syndicates Byelaw (No. 9 of 1999, 347);
“PRS Manager” means an underwriting agent which performs for an underwriting member the service of underwriting a proportional reinsurance contract, managing a proportional reinsurance syndicate and such other services as are ancillary thereto or, if the context so requires, a body applying to be permitted by the Committee to perform one or more of such functions;]
NOTE
  […]
NOTE
  […]
NOTE
“register” means the register of underwriting agents referred to in paragraph 3 of this byelaw
[“reinsurance to close” has the meaning given in Schedule 1 to the Syndicate Accounting Byelaw (No. [18 of 1994, 326])
“run-off account” has the meaning given in paragraph 1 to the Syndicate Accounting Byelaw (No. [18 of 1994, 326])
“run-off manager” means, in relation to a run-off syndicate, the person who has principal authority to negotiate or place contracts of reinsurance or negotiate and settle the payment of claims on contracts of insurance or reinsurance on behalf of the members of the syndicate
“run-off syndicate” means a syndicate which no longer accepts new or renewal insurance business (other than the variation or extension of risks previously underwritten, or reinsurance to close an earlier year of account of that syndicate)]
NOTE
“share” in relation to a company registered under the Companies Acts, includes stock
“substitute agent” means a body appointed in accordance with the byelaw entitled “Substitute Agents” (No. 20 of 1983, 300)
[“syndicate” means an underwriting member or group of underwriting members of Lloyd’s underwriting insurance business at Lloyd’s through the agency of a Lloyd’s underwriting agent to which member or group a particular syndicate number is assigned by the Council;]
NOTE
“syndicate allocated capacity” has the meaning given in paragraph 1(a) of the Syndicate Premium Income Byelaw (No. 6 of 1984, 201)]
NOTE
[“transferor” has the meaning given in relation to an approved transfer agreement in the [[Conversion and Related Arrangements Byelaw (No. 22 of 1996, 329)]]
NOTE
[“underwriting agent means—
	(i)	a managing agent;
	(ii)	a members’ agent;
	(iii)	a PRS manager; or
	(iv)	a person who acts in two or all of the capacities of managing agent, members’ agent and PRS manager,
  and includes, where the context so requires, a body applying to be permitted by the Committee to act as one of the above;]

NOTE
  (b) In paragraphs [. . .], 34(d), [. . .] and 49(d), “person”, when applied to a body corporate, a general partnership or a limited partnership has the meaning given to “that person” in section 12(1)(c), (e) and (f) or section 12(1)(d) to (f) of the Act, as the case may be, and when applied to an individual has the meaning given to “that individual” in section 12(1)(e) of the Act (but excluding the proviso to that section).
  [(c)(i) In this byelaw and in any conditions and requirements prescribed under this byelaw, except where it is expressly otherwise provided the several groups of underwriting members to which in different years a particular syndicate number is assigned by or under the authority of the Committee shall be treated as the same syndicate, notwithstanding that they may not comprise the same underwriting members with the same individual participations.
  (ii) Where a managing agent manages two or more syndicates which comprise the same members with the same individual participations, those syndicates may for the purposes of any conditions and requirements prescribed under this byelaw be grouped together and treated as a single syndicate.
  (d) For the purposes of this byelaw a year of account of a syndicate shall be treated as being closed at the time as from which reinsurance to close that year of account takes effect; and a year of account shall be treated as open until it is closed.
  (e) In paragraph 54, references to the accounts of underwriting agents or their ultimate holding companies being such as they are required to deliver to the registrar of companies or are required by law to prepare shall be construed without reference to sections 246 to 249 inclusive of the Companies Act 1985.]
NOTE
  The deletions from sub-paragraph (b) were made on 6 September 1995 by byelaw No. 15 of 1995 with effect from 10 September 1995.
  [(f) In this byelaw, “[[…]] controller” means:
	[…]
	(ii)	in relation to a partnership—
	(aa)	any person in accordance with whose directions or instructions, either alone or with those of any associate or associates, the partners are accustomed to act (but disregarding advice given in a professional capacity); and
	(bb)	any person who, either alone or with any associate or associates, is entitled to exercise, or control the exercise of [[10]] per cent or more of the voting power at any meeting of the partners;
	(cc)	any person who, either alone or with any associate or associates, would, if the whole of the partnership profits were in fact distributed among the partners entitle him to receive [[10]] per cent or more of the amount so distributed;
	(dd)	any person who, either alone or with any associate or associates, has such rights as would, in the event of a winding up of the partnership or in any other circumstance, entitle him to receive [[10]] per cent or more of partnership’s assets available for distribution among partners [[; and “control” shall be construed accordingly.]]
NOTE
  (g) […]
NOTE
  (h) For the purposes of sub-paragraph (f)—
	(i)	“associate”, in relation to any person, means that person’s wife, husband or minor child or step-child, any body corporate of which that person is a director, any person who is an employee or partner of that person and, if that person is a body corporate, any subsidiary undertaking of that body corporate and any employee of any such subsidiary undertaking; and
	(ii)	“subsidiary undertaking” and “parent undertaking” have the respective meanings given in section 258 of the Companies Act 1985.
  (i) In this byelaw [:
“10 per cent controller” means a controller in whose case the percentage referred to in sub-paragraph (f) above is 10 or more but less than 20;
“20 per cent controller” means a controller in whose case the percentage is 20 or more but less than 33;
“33 per cent controller” means a controller in whose case the percentage is 33 or more but less than 50;
“50 per cent controller” means a controller in whose case that percentage is 50;
“majority controller” means a controller whose share holding is such that the body corporate is his subsidiary undertaking.]
NOTE
  (j) In this byelaw, “connected company” means, in relation to an underwriting agent, any person who is controlled by or is under common control with that under-writing agent.]
NOTE
Part B—Registration, renewal and withdrawal of registration [Review]
Registration [and review of registration]
  2. The registration of bodies as underwriting agents and the renewal [review] and withdrawal of such registrations shall be under the control of the Committee.
NOTE
  3. The Committee shall maintain a register of all underwriting agents for the time being permitted to act under this byelaw. [The register shall specify:
	(a)	the capacity or capacities in which an underwriting agent is permitted to act;

	(b)	in the case of a managing agent, the syndicates which that managing agent is permitted to manage;
	(c)	in the case of a PRS manager, the proportional reinsurance syndicates which that PRS manager is permitted to manage; and
	(d)	such other matters as the Committee may from time to time determine.]
NOTE
  4. [(a) Subject to paragraph 58 of this byelaw:
	(i)	no person may act as a managing agent, a members’ agent or a PRS manager unless it is a body registered as such under this byelaw;
	(ii)	no person may manage a syndicate other than a proportional reinsurance syndicate unless it is a managing agent permitted to manage that syndicate under this byelaw;
	(iii)	no person may manage a proportional reinsurance syndicate unless it is a PRS manager permitted to manage that proportional reinsurance syndicate under this byelaw.]
NOTE
  [(b)] The procedures for registration under byelaw 87 shall cease to have effect on the date of this byelaw. Any approval given to an underwriting agent under byelaw 87 shall automatically lapse on the registration of that underwriting agent under this byelaw or at the close of business on 22 July 1987, whichever is the earlier. Byelaw 87 (so far as previously unrevoked) is hereby revoked with effect from 22 July 1987.
NOTE
  5. Any body wishing to act as an underwriting agent [ . . . ] may apply to the Committee for its name to be entered in the register. Applications shall be made in accordance with such procedures and shall be accompanied by such documents and information as the Committee may from time to time determine. Applicants shall pay fees in accordance with such scale of charges as may from time to time be laid down by the Committee.
NOTE
  6. (a) The Committee shall have power to:
	(i)	consider applications for entry in the register and applications for renewal of any such entry;
	[(ii)	grant permission to bodies to act:
	(aa)	as a managing agent;
	(bb)	as a members’ agent;
	(cc)	as a PRS manager; or
	(dd)	in two or all of the capacities of managing agent, members’ agent and PRS manager;
		and to grant permissions to a managing agent to manage specific syndicates and permissions to a PRS manager to manage specific proportional reinsurance syndicates;
	(iii)	on such grant, cause to be entered in the register the names of such underwriting agents and, where applicable, the identities of the syndicates which a managing agent is permitted to manage and any other matters which the Committee may determine in accordance with paragraph 3 of this byelaw;]
NOTE
	[(iiia)	conduct a review of any permission granted to any body [[to act as a managing agent, as a members’ agent, as a PRS manager or in two or all of such capacities, or to manage a specific syndicate or proportional reinsurance syndicate,]] in order to determine whether such agent continues [[[, or would (following any act or matter in respect of which the Council’s clearance, agreement, permission or consent is being sought whether under this byelaw or any other) continue,]]] to qualify for registration pursuant to paragraph 8 of this byelaw and whether grounds exist or may exist which would or might justify the exercise of any power granted to the Council by paragraph 9 or 11 of this byelaw and in connection with any such review, the Council shall (in addition to its powers under paragraph 57 of this byelaw) have power to require the underwriting agent
	(aa)	to provide such documents and information as the Council may from time to time determine, and
	(bb)	to comply with such requirements as the Council may from time to time determine relating to the procedures to be adopted for conducting any such review;]
	(iv)	give clearance notifications in accordance with paragraph 10 of this byelaw; and
	(v)	withdraw permissions to act in accordance with paragraph 11 of this byelaw.
  (b) Any permission granted under this byelaw shall be either for a specific period or expressed to be for an indefinite period of time. In the case of any permission for an indefinite period of time, the Committee shall have power (but without prejudice to the Committee’s power to withdraw any such permission at any time[, and whether or not as a consequence of any review]) at any time to decide that the permission shall expire on a specified date being not less than [[[[six months]]]] from such decision. Notice of such decision shall be given to the underwriting agent within 14 days thereof.
NOTES

  7. [Deleted on 6 January 1993 by Byelaw No. 1 of 1993.]
  8. [No body shall be registered as a managing agent, as a members’ agent, as a PRS manager or in two or all of such capacities, or be granted permission to manage a specific syndicate or proportional reinsurance syndicate, and no such registration or permission shall be renewed unless the Committee is satisfied that:]
	(a)	the constitution of the body is in form and substance acceptable to the Committee so as to enable the underwriting agent at all times to comply, and, where appropriate in the opinion of the Committee, to procure compliance, with the requirements and intent of Section I of Part C of this byelaw as from time to time amended and any other byelaw or regulation for the time being in force and applicable to it;
NOTE
	(b)	the body complies with the requirements and intent of Sections I and II of Part C of this byelaw as from time to time amended and any other byelaw or regulation for the time being in force and applicable to it; […]
	[(ba)	without prejudice to paragraph 14 of this byelaw, [[[there is no subsisting arrangement to which paragraph 8A, 8AA or 8AAA of this byelaw applies;]]] and which affects the body [[other than an arrangement in respect of which the Council has given its prior written consent]];] […]
NOTE
  The words in double square brackets were added with effect from 7 February 1996 by byelaw No. 5 of 1996. Those in treble square brackets were inserted with effect from 9 June 1999 by byelaw No. 9 of 1999, 347, dated 12 May 1999.
	[(bb)	the body possesses and maintains such financial resources as the Council may from time to time prescribe under paragraph 66 of this byelaw; and]
NOTE
	[(bba)	the body complies or will comply with the provisions of the Financial Services and Markets Act 2000 and any rule, direction, requirement, principle, evidential provision, code or guidance made given or issued by the Financial Services Authority applicable to the body if it is so registered or permission is granted or if such registration or permission is renewed; and]
NOTE
	[(bc)	in the case of a managing agent:
	(i)	the name, reputation or standing of the Society and of its members;
	(ii)	the general rating or ratings of the Lloyd’s market applying to policies of insurance underwritten by members of the Society; and
	(iii)	the authorisation of members of the Society to conduct insurance business overseas
		neither are nor have been nor are at any time likely to be unduly adversely affected by the past, present or future underwriting performance of any syndicate while managed by that managing agent; and]
NOTE
	(c)	the body is fit and proper to be a managing agent [[a members’ agent, a PRS manager or to act in two or all of such capacities (as the case may be), or to be granted permission to manage a specific syndicate or proportional reinsurance syndicate. In deciding whether a body is fit and proper to be an underwriting agent of the relevant category or to manage a specific syndicate or proportional reinsurance syndicate, the Committee shall have regard to the following criteria:]]
NOTES
	(i)	the [character and] suitability of the directors (both individually and collectively) for the time being of, or the partners (both individually and collectively) for the time being in, the underwriting agent;
NOTE
	[(ia)	the character and suitability of the compliance officer for the time being of the underwriting agent;]
NOTE
	[(ib)	[[[in the case of a managing agent and a members’ agent,]]] the compliance of each director, compliance officer and active underwriter [[and other persons with requirements made under the Training and Development Byelaw (No. 23 of 1998, 343)]] and requirements made thereunder; and]
NOTE
[…]
NOTE
	[(ic)	in the case of a PRS manager, the compliance of each director, compliance officer, other employee and any person retained by the PRS manager to carry out any of the functions in subparagraph 8(c)(x)(C) of the Training and Development Byelaw (No. 23 of 1998, 343) and the requirements made thereunder;]
NOTE
	(iii)	in the case of a managing agent, the nature and number of the syndicates which that managing agent is seeking permission to manage;

	[(iiia)	in the case of a body seeking permission to manage a specific syndicate which at the time of application for such permission is managed by another body, the first-mentioned body’s ability to manage, should it become necessary, any years of account of such syndicates which have not been closed by reinsurance to close (including any run-off accounts of such syndicates);] and
NOTE
	[(iiib)	in the case of a PRS manager, the nature and number of the proportional reinsurance syndicates which that PRS manager is seeking permission to manage;]
NOTE
	(iv)	in the case of a managing agent, the [character and] suitability of the active underwriter of [[each syndicate which that managing agent manages or (as the case may be) is seeking permission to manage]];
NOTES
	[(iva)	in the case of a managing agent [[or PRS manager]], the character and suitability of the run-off manager of any run-off syndicate which that managing agent [[or PRS manager]] manages or (as the case may be) is seeking permission to manage;]
NOTE
	[(ivb)	the reputation, financial standing, character and suitability of any person who controls the underwriting agent;
	(ivc)	the reputation and financial standing of any connected company of the underwriting agent;]
NOTE
	(v)	the underwriting agent’s ability to supervise and service all of its activities and responsibilities and to be fully and properly accountable for those activities;
	(vi)	the location, adequacy and suitability of the staff of the underwriting agent;
	(vii)	the location of the books and other records of the underwriting agent relating to the conduct of its business at Lloyd’s;
	(viii)	conformity with such requirements as the Committee may from time to time stipulate with regard to errors and omissions insurance;
	(ix)	[the underwriting agent’s record of compliance (if any) with this byelaw and with the Core Principles for Underwriting Agents set out in Schedule 2 to the Core Principles Byelaw (No. 34 of 1996, 420) and any codes of practice relating to the Core Principles for Underwriting Agents and any other byelaw, regulation or requirement of the Council;]
NOTE
	[(ixa)	any condition imposed under paragraph 9; and]
NOTE
	(x)	any other matters which in the opinion of the Committee should be taken into account in deciding whether a body is fit and proper to be a managing agent [[[, a members’ agent, a PRS manager or to act in two or all of such capacities (as the case may be), or to manage or to continue to manage (as the case may be) specific syndicates or proportional reinsurance syndicates]]]
		[and may have regard to the character and suitability of any manager of the underwriting agent, or any other person who works for the underwriting agent whether [[under a contract of service or for services or otherwise]] and
	(A)	in the case of a members’ agent is a person whose functions include advising underwriting members on whose behalf that members’ agent acts or is a person who has authority to effect or arrange the effecting of investment transactions on behalf of such members;
	(B)	in the case of a managing agent is a person who has authority to accept risks or negotiate or place contracts of reinsurance on behalf of the members of a syndicate managed by that managing agent or negotiate and settle the payment of claims on such contracts or effect or arrange the effecting of investment transactions on behalf of such members] [[[;
	(C)	in the case of a PRS manager is a person who has authority to accept risks or negotiate or place contracts of reinsurance on behalf of the members of a proportional reinsurance syndicate managed by that PRS manager and to assess and negotiate settlement amounts in respect of the commutation of liabilities under such contracts and negotiate and settle the payment of claims on such contracts and to effect or arrange the effecting of investment transactions on behalf of such members.]]]
NOTES
	[8A.	(a)The arrangements to which paragraph 8 (ba) applies are:
	(i)	subject to sub-paragraph (b) below, any arrangement the purpose or effect of which is to place any member of a Lloyd’s broker grouping in a position in which it is able to influence the conduct of the business of a managing agent including, but without limitation, any agreement or other arrangement with any of the shareholders or members of a managing agent, or any other person, under which a member of a Lloyd’s broker grouping has the power to control to any extent:
	(A)	the appointment or removal of any director of a managing agent;
	(B)	the exercise of any voting rights in a managing agent; or
	(C)	the conduct of the business of a managing agent by the directors or partners of the managing agent;
	(ii)	subject to sub-paragraph (b) below, any arrangement the purpose or effect of which is to place any member of a managing agent grouping in a position in which it is able to influence the conduct of the business of a Lloyd’s broker including, but without limitation, any agreement or other arrangement with any of the shareholders or members of a Lloyd’s broker, or any other person, under which a member of a managing agent grouping has the power to control to any extent:
	(A)	the appointment or removal of any director of a Lloyd’s broker;
	(B)	the exercise of any voting rights in a Lloyd’s broker; or
	(C)	the conduct of the business of a Lloyd’s broker by the directors or partners of the Lloyd’s broker; and
	(iii)	subject to sub-paragraph (c) below, any arrangement under which:
	(A)	a member of a managing agent grouping has a right to receive, or an expectation of receiving, any amount out of, or calculated by reference to, the general profits or earnings of a Lloyd’s broker including, but without limitation, any amount distributed among its shareholders by a Lloyd’s broker; or
	(B)	a member of a Lloyd’s broker grouping has a right to receive, or an expectation of receiving, any amount out of, or calculated by reference to, the general profits or earnings of a managing agent including but without limitation any amount distributed among its shareholders by a managing agent.
	(b)	Sub-paragraphs (a)(i) and (ii) above do not apply to a normal commercial arrangement that is an arrangement of a nature which may be expected to exist between independent persons dealing at arms length and the implementation of which would not, in the opinion of the Council, be expected to involve:
	(i)	a managing agent in an unacceptable conflict of interest with any underwriting member for whom that managing agent acts as such at Lloyd’s; or
	(ii)	a Lloyd’s broker in an unacceptable conflict of interest with any person for whom he acts as a Lloyd’s broker.
	(c)	Sub-paragraph (a)(iii) above does not apply to any sub-agency agreement between a members’ agent controlled by a Lloyd’s broker and a managing agent under which the managing agent shares in the salary and profit commission to which the members’ agent is entitled (and for this purpose sections 12(1)(e) and 12(2)(c) of the Act shall apply in determining whether a members’ agent is controlled by a Lloyd’s broker).
	(d)	In this paragraph 8A (except sub-paragraphs (b) and (e)):
	(i)	“Lloyd’s broker” has the meaning in section 12(1)(b) of the Act;
	(ii)	sub-paragraphs (A) and (B) of section 12(1)(a) of the Act shall apply to any reference to a “managing agent” (and for this purpose references in sections 12(1)(e) and 12(1)(a) to a managing agent shall be deemed to include the body applying for registration or renewal of registration);
	(iii)	“Lloyd’s broker grouping”, in relation to a Lloyd’s broker, means collectively each of the persons who are deemed to be included within the meaning of the words “that person” when applied to that Lloyd’s broker pursuant to section 12(1)(c) or 12(1)(d) of the Act, as the case may be; and
	(iv)	“managing agent grouping”, in relation to a managing agent, means collectively each of the persons who are deemed to be included within the meaning of the words “that person” when applied to that managing agent pursuant to section 12(1)(c) or 12(1)(d) of the Act, as the case may be.
	(e)	For the purposes of paragraph 8(ba), an arrangement falling within this paragraph affects a body applying for registration or renewal of registration if the body or any person who in relation to the body is treated by sub-paragraph (d)(ii) above as falling within the expression “managing agent”, participates in the arrangement.]
NOTE
[8AA (a) The arrangements to which paragraph 8(ba) applies are:
	(i)	subject to subparagraph (b) below, any arrangement the purpose or effect of which is to place any member of a Lloyd’s broker grouping in a position in which it is able to influence the conduct of the business of a PRS manager including, but without limitation, any agreement or other arrangement with any of the shareholders or members of a PRS manager or any other person, under which a member of a Lloyd’s broker grouping has the power to control to any extent:
	(A)	the appointment or removal of any director of a PRS manager;
	(B)	the exercise of any voting rights in a PRS manager; or
	(C)	the conduct of the business of a PRS manager by the directors or partners of the PRS manager;
	(ii)	subject to subparagraph (b) below, any arrangement the purpose or effect of which is to place any member of a PRS manager grouping in a position in which it is able to influence the conduct of the business of a Lloyd’s broker including, but without limitation, any agreement or other arrangement with any of the shareholders or members of a Lloyd’s broker, or any other person, under which a member of a PRS manager grouping has the power to control to any extent:
	(A)	the appointment or removal of any director of a Lloyd’s broker;
	(B)	the exercise of any voting rights in a Lloyd’s broker; or
	(C)	the conduct of the business of a Lloyd’s broker by the directors or partners of the Lloyd’s broker; and
	(iii)	subject to subparagraph (c) below, any arrangement under which:
	(A)	a member of a PRS manager grouping has a right to receive, or any expectation of receiving, any amount out of, or calculated by reference to, the general profits or earnings of a Lloyd’s broker including, but without limitation, any amount distributed among its shareholders by a Lloyd’s broker; or
	(B)	a member of a Lloyd’s broker grouping has a right to receive, or an expectation of receiving, any amount out of, or calculated by reference to, the general profits or earnings of a PRS manager including but without limitation any amount distributed among its shareholder by a PRS manager.
	(b)	Subparagraphs (a)(i) and (ii) above do not apply to a normal commercial arrangement that is an arrangement of a nature which may be expected to exist between independent persons dealing at arms length and the implementation of which would not, in the opinion of the Committee, be expected to involve:
	(i)	a PRS manager in an unacceptable conflict of interest with any underwriting member for whom that PRS manager acts as such at Lloyd’s; or
	(ii)	a Lloyd’s broker in an unacceptable conflict of interest with any person for whom he acts as a Lloyd’s broker.

	(c)	Subparagraph (a)(iii) above does not apply to any subagency agreement between a members’ agent controlled by a Lloyd’s broker and a PRS manager under which the PRS manager shares in the salary and profit commission to which the members’ agent is entitled (and for this purpose sections 12(1)(e) and 12(2)(c) of the Act shall apply in determining whether a members’ agent is controlled by a Lloyd’s broker).
	(d)	In this paragraph 8AA (except subparagraphs (b) and (e)):
	(i)	“Lloyd’s broker” has the meaning given in paragraph 8A(d)(i);
	(ii)	“Lloyd’s broker grouping” has the meaning given in paragraph 8A(d)(iii); and
	(iii)	“PRS manager grouping”, in relation to a PRS manager, means collectively each of the persons who are deemed to be included within the meaning of the words “that person” when applied to that PRS manager pursuant to section 12(1)(c) or 12(1)(d) of the Act, as the case may be.
	(e)	For the purposes of paragraph 8(ba), an arrangement falling within this paragraph affects a PRS manager applying for registration or renewal of registration.
  8AAA (a) The arrangements to which paragraph 8(ba) applies are:
	(i)	subject to subparagraph (b) below, any arrangement the purpose or effect of which is to place any member of a host syndicate managing agent grouping in a position in which it is able to influence the conduct of the business of a PRS manager which is the PRS manager of the proportional reinsurance syndicate reinsuring a member or members of the relevant host syndicate including, but without limitation, any shareholding, agreement or other arrangement with any of the shareholders or members of that PRS manager, or any other person, under which a member of that host syndicate managing agent grouping has the power to control to any extent:
	(A)	the appointment or removal of any director of that PRS manager;
	(B)	the exercise of any voting rights in that PRS manager; or
	(C)	the conduct of the business of that PRS manager by the directors or partners of that PRS manager;
	(ii)	subject to subparagrph (b) below, any arrangement the purpose or effect of which is to place any member of a PRS manager grouping in a position in which it is able to influence the conduct of the business of a managing agent which is the managing agent of the host syndicate reinsured by the members of the relevant proportional reinsurance syndicate including, but without limitation, any shareholding, agreement or other arrangement with any of the shareholders or member of that managing agent or any other person, under which a member of that PRS manager grouping has the power to control to any extent:
	(A)	the appointment or removal of any director of that managing agent;
	(B)	the exercise of any voting rights in that managing agent; or
	(C)	the conduct of the business of that managing agent by the directors or partners of the managing agent;
	(b)	Subparagraphs (a)(i) and (ii) above do not apply to a normal commercial arrangement that is an arrangement of a nature which may be experienced to exist between independent persons dealing at arms length and the implementation of which would not, in the opinion of the Committee, be expected to involve:
	(i)	a PRS manager in an unacceptable conflict of interest with any underwriting member for whom the PRS manager acts as such at Lloyd’s; or
	(ii)	a managing agent in an unacceptable conflict of interest with any person for whom he acts as managing agent.
	(c)	In this paragraph 8AAA (except subparagraphs (b) and (d)):
	(i)	“managing agent grouping” has the meaning given in 8A(d)(iv); and
	(ii)	“PRS manager grouping” has the meaning given in paragraph 8AA(d)(iii).
	(d)	For the purposes of paragraph 8(ba), an arrangement falling within this paragraph affects a PRS manager applying for registration or renewal of registration.]
NOTE
  [8B. In exercising any of the powers and discretions conferred on it under this byelaw the Council may
	(a)	subject to any contrary provision in any other byelaw, have regard to any information in its possession, from whatever source;
	(b)	consult with such persons and in relation to such matters as it may think fit; […]
	[(ba)	establish or appoint such persons, committees, or sub-groups as it may think fit; and]
	(c)	have regard to any business or activities of any body or person, whether at Lloyd’s or elsewhere.]
NOTE
  Subparagraph (ba) was inserted on 6 September 1995 by byelaw No. 15 of 1995 with effect from 10 September 1995.
  [8(C) No body shall act or be granted permission to act as managing agent of a captive syndicate if that body is an associate, controller or a connected company of the captive corporate member which underwrites or which will underwrite (as the case may be) through the captive syndicate.]
NOTE
	[9.	(a)In granting permission to a body to act as an underwriting agent, or to manage specific syndicates [[or proportional reinsurance syndicates]] or after a review of a body’s permission so to act or to manage, [or granting consent to the existence of an arrangement to which paragraph 8A [[, 8AA or 8AAA]] applies,] the Council may impose such conditions as it thinks [[[necessary or appropriate including but not limited to conditions to]]] ensure:
NOTE
	[[(i)	that the body is or will continue to be fit and proper to be a managing agent, a members’ agent, a PRS manager or to act in two or all of such capacities (as the case may be);
	(ii)	that the body is or will continue to be fit and proper to manage or to continue to manage (as the case may be) the specific syndicates or proportional reinsurance syndicates which it manages or is seeking permission to manage;]]
	[(iii)	that no unacceptable conflict of interest arises in relation to a managing agent with any underwriting member for whom that managing agent acts as such at Lloyd’s [[or in relation to a PRS manager with the managing agent of the host syndicate or in relation to a PRS manager with any underwriting member for whom that PRS manager acts as such at Lloyd’s;]]
	(iv)	that no unacceptable conflict of interest arises in relation to a Lloyd’s broker with any person for whom he acts as a Lloyd’s broker;
	(v)]	that the body will or will continue to comply with the requirements of Lloyd’s Acts 1871 to 1982, the byelaws and regulations made under those Acts and any conditions and requirements imposed under any such byelaw or regulation and for the time being applicable to it, and will pay or continue to pay due regard to any codes of practice issued by the Council or the Committee [[[;]]]
	[[[(vi)	that the body will or will continue to comply with the provisions of the Financial Services and Markets Act 2000 and any rule, direction, requirement, principle, evidential provision, code or guidance made given or issued by the Financial Services Authority applicable to the body in its capacity as an underwriting agent]]]
		and may from time to time add to, alter or withdraw any condition so imposed.
NOTE
		(b)Without prejudice to the generality of sub-paragraph (a) above, the Council may, as a condition of granting permission to a body to act as an underwriting agent or to manage specific syndicates [[[or proportional reinsurance syndicates]]] or after a review of a [person’s] permission so to act or to manage, [or granting consent to the existence of an arrangement to which paragraph 8A [[[, 8AA or 8AAA]]] applies,] require any [controller of the underwriting agent [[or any of the persons referred to in paragraph 8A]] to execute and deliver or otherwise become a party to such deeds, contracts, bonds, guarantees, undertakings and other documents as the Council may specify (whether generally or in relation to a particular case).
NOTE
		(ba)Without prejudice to the generality of sub-paragraph (b) above, the Council may require a controller to execute any or all of the following:
	(i)	an undertaking that it will procure that there are no transactions, or no transactions of a class or classes specified in the undertaking involving both members of any syndicate managed by a managing agent [[or any proportional reinsurance syndicate managed by a PRS manager]] and the controller or any connected company;
	(ii)	an undertaking restricting the extent to which the controller or any connected company may directly or indirectly participate in or seek to influence the business of the managing agent [[or PRS manager]] or any decisions of the managing agent [[or PRS manager]] affecting the underwriting policies of any syndicate managed by that agent or the insurance transactions to be concluded or reinsurance programmes to be followed by such a syndicate.]
NOTE
	(c)	Without prejudice to the generality of sub-paragraph (a) above, the Council may as a condition of granting permission to a body to manage specific syndicates [or proportional reinsurance syndicates], require the body to execute such undertakings in such form in relation to such syndicates including without limitation:
	(i)	undertakings […] in relation to any run-off account of such syndicates as may be specified, as if the body were the managing agent [or PRS manager] responsible for the run-off account concerned;
	(ii)	undertakings that it will take such action and perform such services in relation to any years of account of such syndicates which have not been closed by reinsurance to close (including any run-off account of such syndicates),
		as may be specified.]
NOTE
Clearance notification
  10. (a) Any underwriting agent which proposes to make any arrangement or take any other step (the “proposals”) so as to enable it to comply with all or any of the requirements of paragraphs 8(a) or (b) [or (ba)] of this byelaw and/or satisfy all or any of the criteria specified in paragraph 8(c)(v) to (ix) of this byelaw may, at any time before implementing the proposals, submit full details of the proposals to the Committee. The Committee shall notify the underwriting agent in writing whether the Committee is satisfied that, subject to implementation of the proposals without amendment and fulfilment of any conditions set out in the clearance notification, the underwriting agent will:
	(i)	comply with such of the requirements of paragraph 8(a) and (b) [or (ba)] of this byelaw; and/or
	(ii)	satisfy such of these criteria specified in paragraph 8(c)(v) to (ix) of this byelaw
as are specified in the clearance notification.
  (b) For the purposes of this byelaw, a clearance notification shall be conclusive proof of compliance with all the matters specified therein provided that full details of the proposals have been submitted to the Committee, the proposals are implemented without amendment and any conditions set out in the clearance notification have been fulfilled.
  [(c) Every clearance notification given in accordance with paragraph (a) above shall (if the proposals specified therein have not been implemented) expire three months or such longer period as the Council may specify after the date of the written notification thereof to the underwriting agent.]
NOTE
Renewal and withdrawal of registration
  11. [Subject to the provisions of paragraph 11A of this byelaw and without] prejudice to the powers of the Council or the Committee under any byelaw or regulation for the time being in force:
	(a)	upon expiry of any permission granted under this byelaw, the Committee shall remove the name of the underwriting agent concerned from the appropriate part of the register unless such permission has been renewed by the Committee under this byelaw;
	(b)	the Committee shall withdraw the permission of a managing agent to act as such and shall remove its name from the register if the managing agent ceases to comply with paragraph 14 of this byelaw;
	(c)	the Committee may at any time [and whether or not as a consequence of any review] withdraw the permission of a managing agent [[a members’ agent, a PRS manager or a person acting in two or all of such capacities (as the case may be)]] to act as such (and, on such withdrawal, shall remove its name from the appropriate part of the register) if it:
NOTES
  The second words in square brackets were inserted on 8 June 1988 by byelaw No. 4 of 1988 with effect from 1 July 1988.
  The words in double square brackets were inserted on 14 May 1999 by byelaw No. 9 of 1999, 347, with effect from 6 June 1999.
	(i)	ceases to comply with any of the requirements (other than paragraph 14) applicable to it and contained in Part C of this byelaw as from time to time amended; or
	[(ia)	makes any arrangement to which paragraph 8A [[[, 8AA or 8AAA]]] applies [[other than an arrangement in respect of which the Council has given its prior written consent]]; or]
NOTE
	(ii)	[is not in the opinion of the Committee a body which is fit and proper to be a managing agent, a members’ agent, a PRS manager or to act in two or all of such capacities (as the case may be)];
NOTE
	[(iia)	fails to maintain financial resources in accordance with the requirements prescribed under paragraph 66 of this byelaw; or]
NOTE
	(iii)	[ceases to act as a managing agent, a members’ agent, a PRS manager or in two or all of such capacities (as the case may be) at Lloyd’s;]
NOTE
	[(iiia)	fails to comply with any condition imposed upon it by the Council pursuant to paragraph 9 of this byelaw or with any condition or requirement imposed upon it under the [[Lloyd’s Claims Byelaw (No. 12 of 2000, 528),]] Central Accounting Byelaw (No. 20 of 1998, 525) or the Lloyd’s Policy Signing Office Byelaw (No. 11 of 2000, 527); or]
NOTE
	[(iiib)	fails to comply with the provisions of the Financial Services and Markets Act 2000 or any rule, direction, requirement, principle, evidential provision, code or guidance made given or issued by the Financial Services Authority applicable to it in its capacity as an underwriting agent; or]
NOTE
	(iv)	so requests;
	[(d)	the Council may at any time and whether or not as a consequence of any review withdraw the permission of a managing agent to manage a syndicate (and, on such withdrawal, shall amend the register accordingly) if:
	(i)	the managing agent is not in the opinion of the Council capable of managing that syndicate; or
	(ii)	the managing agent, or any underwriter acting on behalf of that syndicate, is in breach of the Multiple Syndicates Byelaw (No. 5 of 1989) or of a condition of any consent granted thereunder in relation to that syndicate; or
	[[(iia)	if the managing agent fails to comply with the provisions of the Financial Services and Markets Act 2000 or any rule, direction, requirement, principle, evidential provision, code or guidance made given or issued by the Financial Services Authority applicable to it in its capacity as a managing agent]]
	(iii)	the managing agent so requests;]
NOTE
	[(da)	the Council may at any time and whether or not as a consequence of a review withdraw the permission of a PRS manager to manage a proportional reinsurance syndicate (and, on such withdrawal, shall amend the register accordingly) if;
	(i)	the PRS manager is not, in the opinion of the Council, capable of managing that proportional reinsurance syndicate; [[…]]
	[[(ia)	if the PRS manager fails to comply with the provisions of the Financial Services and Markets Act 2000 or any rule, direction, requirement, principle, evidential provision, code or guidance made given or issued by the Financial Services Authority applicable to it in its capacity as a PRS manager; or]]
	(ii)	the PRS manager so requests;]
NOTE
	[(db)	the Council may at any time withdraw the permission of a managing agent to act as such (and, on such withdrawal, shall remove its name from the appropriate part of the register) if the Council considers that:
	(i)	the name, reputation or standing of the Society or of its members;
	(ii)	the general rating or ratings of the Lloyd’s market applying to policies of insurance underwritten by members of the Society; or
	(iii)	the authorisation of members of the Society to conduct insurance business overseas
		is or has been or is at any time likely to be unduly adversely affected by the past, present or future underwriting performance of any syndicate while managed by that managing agent.]
NOTE
	(e)	where the Committee proposes to withdraw a permission to act under sub-paragraphs (b), (c) [(other than under sub-paragraph (c)(iv)), (d)(i), (da)(i) or (d)(ii) above,] the Committee shall give the underwriting agent concerned notice in writing of the Committee’s intention specifying the reasons why the Committee proposes to act and, before taking any action under any such sub-paragraph, the Committee shall take into account any representations made by or on behalf of the underwriting agent concerned within the period of 14 days beginning with the date of the notice. After taking account of such representations, the Committee shall decide, and shall notify the underwriting agent accordingly, whether to:
NOTE
	(i)	withdraw its permission to act and remove its name from the appropriate part of the register; or
	(ii)	withdraw its permission to manage the syndicate in question and amend the register accordingly; or
	(iii)	take no further action; or
	(iv)	take some other course of action open to it under any byelaw or regulation for the time being in force.
	[11A.	(a)Notwithstanding the provisions of paragraph 11 of this byelaw, the Council may, if it considers that there is good reason to do so:
	(i)	postpone the removal of the name of the underwriting agent from the register for such period as the Council shall specify from time to time or until the Council shall otherwise determine;
	(ii)	in connection with such a postponement at any time and from time to time give such directions as it may think fit, including without limitation:
	(aa)	a direction that the underwriting agent shall not carry on any business or activity, or business or activity of a specified class or description at Lloyd’s;
	(bb)	a direction that the underwriting agent shall not describe or hold itself out as having permission to act as an underwriting agent at Lloyd’s.
	(b)	Where the Council, having under sub-paragraph (a) above retained the name of an underwriting agent on the register, at any time thereafter considers that there is no longer good reason to postpone the removal of the name of the underwriting agent from the register, the Council may, subject to sub-paragraph (c) below, remove the name of the underwriting agent from the register with effect from such time as it may specify (but so that, where the Council has decided to retain the name of the underwriting agent on the register for a specified period, the removal shall not take effect before the expiry of that period).
	(c)	Where the Council proposes to remove the name of an underwriting agent from the register under paragraphs 11(a) or 11(c) (other than under paragraph 11(c)(iv)) of this byelaw, or to withdraw the permission of a managing agent to manage a syndicate under paragraph 11(d) (other than paragraph 11(d)(iii) [[or of a PRS manager to manage a proportional reinsurance syndicate under paragraph 11(da)(i)]]) of this byelaw, or to postpone the removal of the name of an underwriting agent from the register under sub-paragraph (a) above or to extend any such postponement under that sub-paragraph, the Council shall give to the underwriting agent concerned notice in writing of the Council’s intention specifying the reasons why the Council proposes to act and, before taking any action under any such paragraph or sub-paragraph, the Council shall take into account any representations made by or on behalf of the underwriting agent concerned within the period of 14 days beginning with the date of the service of the notice. After taking account of such representations, the Council shall decide whether to:
	(i)	take the course of action originally proposed;
	(ii)	take no further action; or
	(iii)	take some other course of action open to it under a byelaw or regulation for the time being in force and shall notify the underwriting agent of its decision.]
NOTE
  12. [. . .]
NOTE
Part C—Rules for Underwriting Agents
  13. (a) The requirements of Part C of this byelaw shall not apply to an underwriting agent which is at the date of this byelaw approved to act as such under byelaw 87 except in so far as the underwriting agent is applying to be registered under this byelaw or has been so registered.
  [(b) The requirements of Part C of this byelaw for managing agents and PRS managers shall also apply to an underwriting agent which acts as a managing agent, a members’ agent, a PRS manager or in two or all of such capacities (as the case may be).]
NOTE
Section I—Ownership and Control
[All Underwriting Agents
  13A. (a) No person shall, without the prior written consent of the Council, be a controller of an underwriting agent.
  (b) An underwriting agent shall, so far as lies within its powers, procure that no person who is a [[controller of the underwriting agent shall acquire a notifiable holding in that underwriting agent]] unless:
	(i)	that person has given notice to the Council stating that he intends to [[acquire such a holding]] and containing such particulars as the Council may require; and
	(ii)	either the Council has, before the expiry of the period of three months beginning with the date of service of the notice (or of such longer period beginning with that date as the Council may, before the expiry of the three month period, notify to him), notified him in writing that there is no objection to his [[proposed acquisition]] or that period has elapsed without the Council having served a written notice of objection.
  (c) A person who applies for consent under sub-paragraph (a) or makes a notification under sub-paragraph (b) shall supply, or procure the supply of, such information in connection with its application or notification (as the case may be) as the Council may require.

  (d) The Council may, in granting its consent under sub-paragraph (a) [[or giving its approval under sub-paragraph (b)]], impose such conditions and requirements as it thinks fit (including, without prejudice to the generality of the foregoing the execution by the person seeking to become a [[…]] controller [[or to acquire a notifiable holding in the underwriting agent]] of any of the undertakings described in paragraph 9(ba)).
  13B. If an underwriting agent becomes aware that a person [[has acquired or is proposing to acquire a notifiable holding in]] the underwriting agent, it shall forthwith notify the Council in writing of that fact and shall supply, or procure the supply of, such information in connection with its notification as the Council may require.]
NOTE
Managing Agents
  14. No managing agent shall be a Lloyd’s broker (as defined in section 12(1)(b) of the Act) or associated with a Lloyd’s broker unless the Committee otherwise agrees in accordance with section 11(5) of the Act.  15. [Deleted on 8 June 1988 by byelaw No. 4 of 1988 with effect from 1 July 1988.]
Companies limited by shares registered under the Companies Acts
  16. No share in a managing agent shall be registered in the name of more than one holder and each holder shall retain the entire beneficial interest in every share registered in his name for himself only and shall not create or permit to be created any interest in such share in favour of any other person, [without the prior written consent of the Council].
NOTE
  17. [Deleted on 4 April 1990 by byelaw No. 4 of 1990.]  [18. [. . .]
NOTE
  19. […]
NOTE
  […]
NOTE
  [21. [[[Save in the case of a captive syndicate or]]] [[Unless the prior written consent of the Council has been obtained]], the directors for the time being of a managing agent shall include the active underwriter of any syndicate managed by that managing agent which represents ten per cent or more of the aggregate of the syndicate allocated capacity of the syndicates managed by that managing agent.]
NOTE
  [. . .]
NOTE
  22. [Revoked on 27 April 1993 by byelaw No. 7 of 1993.]
  […]
NOTE
  24. A managing agent or, as the case may be, a holder of a share in a managing agent or a director of a managing agent, which fails to comply with:
	(a)	paragraph [16] of this byelaw by reason only of the transfer by operation of law of the beneficial interest in a share in the managing agent; or
NOTE
	(b)	[Revoked on 4 April 1990 by byelaw No. 4 of 1990];
	(c)	paragraphs 19, [[[ or ]]] [21, [[ . . . ]] [[[ . . . ]]]] of this byelaw by reason only of any director of the managing agent ceasing for whatever reason to be:
	(i)	[[[[ . . . ]]]]
	(ii)	a director; or
		[[[ . . . ]]]
	(iv)	an active underwriter referred to in [paragraph 21] of this byelaw; or
		[[ . . . ]]
NOTE
	(d)	paragraphs [21 [[ . . . ]] or 50B] of this byelaw by reason only of the active underwriter of any of the syndicates managed by the managing agent ceasing for whatever reason to be an active underwriter or (as the case may be) an active underwriter referred to in [paragraph 21 of this byelaw]
	[(e)	paragraph [ . . . ] 50B of this byelaw by reason only of the run-off manager of any of the run-off syndicates managed by the managing agent ceasing for whatever reason to be a run-off manager [ . . . ].
NOTE
shall not be regarded as being in breach of the relevant paragraph provided that such failure [does not arise in relation to a captive syndicate nor persists for] longer than 60 days (or such longer period as the Committee may determine in any particular case) from the date when the failure first occurs.
NOTE
Companies registered under the Companies Acts
(other than companies limited by shares)
  25. In the case of a company registered under the Companies Acts (other than a company limited by shares as defined by [section 1(2) of the Companies Act 1985]), [paragraphs 16 and [[19]] to 24] of this byelaw shall apply as if references to “holder” were replaced by references to “member” (as defined in [section 22 of the Companies Act 1985]) and references to “interest” in respect of a share by “right of membership”, [[. . .]]
NOTE
General partnerships
  26. The partnership share of a partner in a managing agent which is a partnership shall be beneficially held by such partner, who shall not create or permit to be created any interest in his partnership share in favour of any person, unless the Committee otherwise agrees; and every partner in such a managing agent shall procure (to the extent that by the exercise of his powers and votes as a partner he can so procure) that no interest in the partnership shall be created in favour of any other person, [without the prior written consent of the Council].
NOTE
  [. . .]
NOTE
  [. . .]
NOTE
  29. [. . . ]
NOTE
  [30. [[Save in the case of a captive syndicate or]] [Unless the prior written consent of the Council has been obtained], the partners for the time being in a managing agent shall include the active underwriter of any syndicate managed by that managing agent which represents ten per cent or more of the aggregate of the syndicate allocated capacity of the syndicates managed by that managing agent.]
NOTE
  [ . . . ]
NOTE
  31. [Revoked on 27 April 1993 by byelaw No. 7 of 1993.]
  [ . . . ]
NOTE
  33. A managing agent or, as the case may be, a partner in a managing agent which fails to comply with:
	(a)	paragraph [ . . . ] 26 [ . . . ] of this byelaw by reason only of the transfer by operation of law of a partnership share in the managing agent; or
NOTE
	(b)	paragraphs [[[[29 or 30]]]] of this byelaw by reason only of any partner in the managing agent ceasing for whatever reason to be:
	(i)	a partner; or
[[[[ . . . ]]]]
[[ . . . ]]
	(iv)	an active underwriter referred to in [paragraph 30] of this byelaw; or [[[ . . . ]]]; or
	(c)	paragraphs [30 [[[[ . . . ]]]] or 50B] of this byelaw by reason only of the active underwriter of any of the syndicates managed by the managing agent ceasing for whatever reason to be an active underwriter or (as the case may be) an active underwriter referred to in [paragraph 30 of this byelaw]; or
	[(d)	paragraph [[[ . . . ]]] 50B of this byelaw by reason only of the run-off manager of any of the run-off syndicates managed by the managing agent ceasing for whatever reason to be a run-off manager [[[ . . . ]]]],
shall not be regarded as being in breach of the relevant paragraph provided that such failure [does not arise in relation to a captive syndicate nor persists for] longer than 60 days (or such longer period as the Committee may determine in any particular case) from the date when the failure first occurs.
NOTE
Limited partnerships
  34. In the case of a limited partnership:
	(a)	paragraphs [[[[ . . . ]]]] 29, 30, [[[ . . . ]]], [[[[ . . . ]]]] and (as applicable to those paragraphs) 33 of this byelaw shall apply on the basis that references in those paragraphs to “partner” or “partners” shall be references to general partners only;
	(b)	paragraph 26 (and paragraph 33 insofar as it applies to paragraph 26) of this byelaw shall apply on the basis that references in those paragraphs to “partner” or “partners” shall be references to general partners or limited partners, as the case may be;
[…]
	(d)	no person shall, [without the prior written consent of the Council], be entitled to exercise more than [[10]] per cent.] of the votes for the time being exercisable on a resolution of (i) all the general and limited partners and (ii) all the general partners in a limited partnership which is a managing agent [. . .];
NOTE
	(e)	a limited partnership which fails to comply with:
	(i)	paragraphs 26, [[[[ 29 and 30 ]]]] (as amended by sub-paragraphs (a) or (b) of this paragraph) of this byelaw or with sub-paragraph (d) of this paragraph by reason only of its limited partners ceasing for whatever reason to be a limited partner and/or the limited partnership ceasing for whatever reason to be a limited partnership; or
	(ii)	sub-paragraph (d) of this paragraph by reason only of the transfer by operation of law of a partnership share in the managing agent
shall not be regarded as being in breach of the relevant paragraph or sub-paragraph (as the case may be) provided that such failure [does not arise in relation to a captive syndicate nor persists for] more than 60 days (or such longer period as the Committee may determine in any particular case) from the date when the failure first occurs.
NOTE
Members’ Agents
Companies limited by shares registered under the Companies Acts
  35. No share in a members’ agent shall be registered in the name of more than one holder and each holder shall retain the entire beneficial interest in every share registered in his name for himself only and shall not create or permit to be created any interest in such share in favour of any other person, [without the prior written consent of the Council].
NOTE
  36. [Revoked on 4 April 1990 by byelaw No. 4 of 1990 with effect from 5 April 1990.]  [. . .]
NOTE
  38. [ . . . ]
NOTE
  […]
NOTE
  40. [Revoked on 27 April 1993 by byelaw No. 7 of 1993.]  41. A members’ agent or, as the case may be, a holder of a share in a members’ agent or a director of a members’ agent, which fails to comply with:
	(a)	paragraph [35] of this byelaw by reason only of the transfer by operation of law of the beneficial interest in a share in the members’ agent: or
	(b)	[Revoked on 4 April 1990 by byelaw No. 4 of 1990 with effect from 5 April 1990];
	(c)	[[ paragraph 38 ]] of this byelaw by reason only of any director of the members’ agent ceasing for whatever reason to be:
[[[ . . . ]]]
	(ii)	a director [[ . . . ]]
shall not be regarded as being in breach of the relevant paragraph provided that such failure persists for no more than 60 days (or such longer period as the Committee may determine in any particular case) from the date when the failure first occurs.
NOTE
Companies registered under the Companies Acts
(other than companies limited by shares)
  42. In the case of a company registered under the Companies Acts (other than a company limited by shares as defined by [section 1(2) of the Companies Act 1985]), [paragraphs 35 and 3[[8]] to 41] of this byelaw shall apply as if references to “holder” were replaced by references to “member” (as defined in [section 22 of the Companies Act 1985]) and references to “interest” in respect of a share by “right of membership”, [. . .]
NOTE
General partnerships
  43. The partnership share of a partner in a members’ agent which is a partnership shall be beneficially held by such partner, who shall not create or permit to be created any interest in his partnership share in favour of any person, unless the Committee otherwise agrees; and every partner in such a members’ agent shall procure (to the extent that by the exercise of his powers and votes as a partner he can so procure) that no interest in the partnership shall be created in favour of any other person, [without the prior written consent of the Council].
NOTE
  […]
NOTE
  […]
NOTE
  46. [ . . . ]
NOTE
  47. [Revoked on 27 April 1993 by byelaw No. 7 of 1993.]
  48. A members’ agent or, as the case may be, a partner in a members’ agent which fails to comply with:
	(a)	[paragraph 43] of this byelaw by reason only of the transfer by operation of law of a partnership share in the members’ agent; or
NOTE
	(b)	paragraph [ . . . ] 46 of this byelaw by reason only of any partner in the members’ agent ceasing for whatever reason to be:
	(i)	a partner; or
		[…]
	(iii)	a Lloyd’s broker; or
	(iv)	[[…]]
shall not be regarded as being in breach of the relevant paragraph provided that such failure persists for no longer than 60 days (or such longer period as the Committee may determine in any particular case) from the date when the failure first occurs.
NOTE
Limited partnerships
  49. In the case of a limited partnership:
	(a)	paragraphs [[ . . . ]] [46] and (as applicable to those paragraphs) 48 of this byelaw shall apply on the basis that references in those paragraphs to “partner” and “partners” shall be references to general partners only;
	(b)	paragraph 43 (and paragraph 48 insofar as it applies to paragraph 43) of this byelaw shall apply on the basis that references in that paragraph to “partner” or “partners” shall be references to general partners or limited partners, as the case may be;
	[…]
NOTE
	(d)	no person shall, [without the prior written consent of the Council], be entitled to exercise more than [[[10]] per cent.] of the votes for the time being exercisable on a resolution of (i) all the general and limited partners and (ii) all the general partners in a limited partnership which is a members’ agent […];
NOTE
	(e)	a limited partnership which fails to comply with:
	(i)	paragraphs 43 [[ . . . ]] [or 46] (as amended by sub-paragraphs (a) or (b) of this paragraph) of this byelaw or with sub-paragraph (d) of this paragraph by reason only of any of its limited partners ceasing for whatever reason to be a limited partner and/or the limited partnership ceasing for whatever reason to be a limited partnership; or
	(ii)	sub-paragraph (d) of this paragraph by reason only of the transfer by operation of law of a partnership share in the members’ agent
shall not be regarded as being in breach of the relevant paragraph provided that such failure persists for no more than 60 days (or such longer period as the Committee may determine in any particular case) from the date when the failure first occurs.
NOTE [PRS Managers
  49A. No PRS manager shall be a Lloyd’s broker (as defined in section 12(1)(b) of the Act) or associated with a Lloyd’s broker unless the Committee otherwise agrees.
Companies limited by shares registered under the Companies Acts
  49B. No share in a PRS manager shall be registered in the name of more than one holder and each holder shall retain the entire beneficial interest in every share registered in his name for himself only and shall not create or permit to be created any interest in such share in favour of any other person without the prior written consent of the Council.
  49C. […]
NOTE
  49D. A PRS manager or, as the case may be, a holder of a share in a PRS manager or a director of a PRS manager, which fails to comply with:
	(a)	paragraph 49B of this byelaw by reason only of the transfer by operation of law of the beneficial interest in a share in the PRS manager; or
	(b)	paragraph 49C of this byelaw by reason only of any director of the PRS manager ceasing for whatever reason to be:
	(i)	[…]
	(ii)	a director; or
	(c)	paragraph 50B of this byelaw by reason only of the run-off manager of any of the run-off syndicates managed by the PRS manager ceasing for whatever reason to be a run-off manager,
shall not be regarded as being in breach of the relevant paragraph provided that such failure persists for no longer than 60 days (or such longer period as the Committee may determine in any particular case) from the date when the failure first occurs.
NOTE
Companies registered under the Companies Acts (other than companies limited by shares)
  49E. In the case of a company registered under the Companies Acts (other than a company limited by shares as defined by section 1(2) of the Companies Act 1985), paragraphs 49B to 49D of this byelaw shall apply as if references to “holder” were replaced by references to “member” (as defined in section 22 of the Companies Act 1985) and references to “interest” in respect of a share by “right of membership”.
General partnerships
  49F. The partnership share of a partner in a PRS manager which is a partnership shall be beneficially held by such partner, who shall not create or permit to be created any interest in his partnership share in favour of any person, unless the Committee otherwise agrees; and every partner in such PRS manager shall procure (to the extent that by the exercise of his powers and votes as a partner he can so procure) that no interest in the partnership shall be created in favour of any other person, without the prior written consent of the Council.
  49G. […]
NOTE
  49H. A PRS manager or, as the case may be, a partner in a PRS manager which fails to comply with:
	(a)	paragraph 49F of this byelaw by reason only of the transfer by operation of law of a partnership share in the PRS manager; or
	(b)	[…]
NOTE
	(c)	paragraph 50B of this byelaw by reason only of the runoff manager of any of the runoff syndicates managed by the PRS manager ceasing for whatever reason to be a runoff manager,
shall not be regarded as being in breach of the relevant paragraph provided that such failure persists for no longer than 60 days (or such longer period as the Committee may determine in any particular case) from the date when the failure first occurs.
Limited partnerships
  49I. In the case of a limited partnership:
	(a)	paragraphs 49G and 49H of this byelaw shall apply on the basis that references in those paragraphs to “partner” or “partners” shall be references to general partners only;
	(b)	paragraph 49F (and paragraph 49H insofar as it applies to paragraph 49F) of this byelaw shall apply on the basis that references in those paragraphs to “partner” or “partners” shall be references to general partners or limited partners, as the case may be;
	(c)	no person shall, without the prior written consent of the Council, be entitled to exercise more than 10 per cent. of the votes for the time being exercisable on a resolution of (i) all of the general and limited partners and (ii) all the general partners in a limited partnership which is a PRS manager;
	(d)	a limited partnership which fails to comply with:
	(i)	paragraphs 49F and 49G (as amended by subparagraph (a) or (b) of this paragraph) of this byelaw or with subparagraph (c) of this paragraph by reason only of its limited partners ceasing for whatever reason to be limited partners and/or the limited partnership ceasing for whatever reason to be a limited partnership; or
	(ii)	subparagraph (c) of this paragraph by reason only of the transfer by operation of law of a partnership share in the PRS manager,
		shall not be regarded as being in breach of the relevant paragraph or subparagraph (as the case may be) provided that such failure persists for no longer than 60 days (or such longer period as the Committee may determine in any particular case) from the date when the failure first occurs.]
NOTE
Section II—Operation
Managing Agents
  50. No managing agent shall manage a syndicate in conjunction with another managing agent, [without the prior written consent of the Council].
NOTE
	[50A. (a)	A managing agent shall not permit a person to hold the position of active underwriter of a syndicate managed by it unless he has satisfied or is exempted from the requirements] [[made under the Training and Development Byelaw (No. 23 of 1998, 343).]]
NOTE
	[50B.(a)	Subject to the provisions of sub-paragraph (b) below, every managing agent shall appoint a person to be the active underwriter of each syndicate managed by it.
	(b)	Notwithstanding the provisions of sub-paragraph (a) above, a managing agent may appoint a person to be the run-off manager of any run-off syndicate managed by it in place of the active underwriter.]
NOTE
Members’ Agents—corporate advisers
  [50C. (1) The Council may prescribe such conditions and requirements regarding corporate advisers as it thinks fit and may add to, alter or withdraw any condition or requirements so prescribed.
  (2) Without prejudice to the generality of sub-paragraph (1) any conditions and requirements prescribed under that sub-paragraph:
	(a)	may impose requirements which are absolute or which are varied from time to time by reference to such factors as are specified in or determined in accordance with such conditions and requirements;
	(b)	may make different provisions for different cases or different classes of cases;
	(c)	may specify certain circumstances in which corporate advisers are to be exempt from any such conditions or requirements or may be excused from compliance with any such conditions or requirements to such an extent as the Council may think fit;
	(d)	may impose requirements that take account of any business carried on by a corporate adviser other than at Lloyd’s;
	(e)	may make provision as to the assets, liabilities and other financial matters to be taken into account in determining a corporate adviser’s financial resources; and the extent to which the manner in which they are to be taken into account, for the purposes of such conditions and requirements;
	(f)	may require corporate advisers to hold assets of such description and in such amounts or of such value as may be specified or determined in accordance with such conditions and requirements;
	(g)	may make provisions for ensuring that, in such circumstances and to such an extent as may be prescribed, the assets of a corporate adviser are maintained in such places as may be prescribed;
	(h)	may prohibit corporate advisers from incurring liability of such descriptions, or in favour of, or by way of guarantee or indemnity for, such persons or classes of persons, as may be specified; and
	(i)	may contain incidental, supplementary and transitional provisions.
  (3) Subject to sub-paragraph (4), to the extent that no conditions or requirements are made by the Council under this paragraph 50C, the provisions of this byelaw applicable to members’ agents shall apply to corporate advisers.
  (4) Unless the Council otherwise directs, in respect of corporate advisers only:
	(a)	paragraphs 8(a), 13A(a), 53(a)(iii) and (iiia) of this byelaw do not apply; and
	(b)	[[…]]
NOTE
[PRS Managers
  50[D].(a) No PRS manager shall manage a proportional reinsurance syndicate in conjunction with another PRS manager without the prior written consent of the Council.
  (b) No PRS manager shall manage a proportional reinsurance syndicate unless it complies with the requirements prescribed by the Council.]
NOTE
All Underwriting Agents
  [51. An underwriting agent’s business shall consist only of:
	(a)	the conduct of its business as such at Lloyd’s and any other business which the Council considers to be directly ancillary thereto; and
	(b)	without prejudice to the generality of sub-paragraph (a), the provision of services to Equitas Limited or Equitas Reinsurance Limited.]
	
NOTE
  52. [Revoked on 27 April 1993 by byelaw No. 7 of 1993.]  [52A. (1) Every underwriting agent shall appoint a compliance officer who is [[ . . . ]]:
	(a)	in the case of an underwriting agent which is a company, a director of or the company secretary to that company; or
	(b)	in the case of an underwriting agent which is a partnership, a partner in that partnership
but in the case of an underwriting agent to which permission to act as such is granted before 1 January 1989 this sub-paragraph shall not apply to that underwriting agent before that date.
  (2) The compliance officer shall without prejudice to the responsibilities of the directors or partners be responsible for that underwriting agent’s compliance with:
	(a)	that underwriting agent’s duties to the underwriting members for whom it acts as such;
	(b)	the Insurance Companies Act 1982, Lloyd’s Acts 1871 to 1982 and all byelaws, regulations, directions and requirements made given or imposed thereunder for the time being in force;
	(c)	any conditions of registration imposed on that underwriting agent under this byelaw;
and, without prejudice to the foregoing, shall ensure that the underwriting agent pays due regard to any codes of practice, market circulars, or other advice issued by or under the authority of the Council or the Committee.]
NOTE
  [52B. No underwriting agent shall act as a managing agent, a members’ agent, a PRS manager or in two or all of such capacities except where the Council has granted permission under paragraph 52C of this byelaw.
  52C. The Council may on the application of an underwriting agent grant permission to that underwriting agent to act or (as the case may be) to continue to act as a managing agent, a members’ agent, a PRS manager or in two or all of such capacities.]
NOTE
Section III—Miscellaneous
All Underwriting Agents
Consent to, and notification of, changes
  53. (a) No underwriting agent shall, without the prior written consent of the Committee, permit any of the events listed below to occur:
	(i)	[Revoked on 27 April 1993 by byelaw No. 7 of 1993.]
	[(ia)	any reduction in the amount of its prescribed financial resources;]
NOTE
	(ii)	a change in any matters relating to any condition imposed in respect of the underwriting agent under paragraph 9 of this byelaw;
    […]
NOTE
	[(iiia)	the appointment of a person as the compliance officer of the underwriting agent] [, Provided that no such consent shall be required if that person meets the following conditions:
	(1)	he has been a compliance officer of a Lloyd’s broker or an underwriting agent at any time during the six month period ending on the date of his appointment as such compliance officer; and
	(2)	he is not the subject of a direction of administrative suspension made under any provision of the Administrative Suspension Byelaw (No. 7 of 1987, 407);]
NOTE
		[[and
	(3)	he is not an associate, controller or connected company of a captive corporate member;]]
	(iv)	in the case of a managing agent, the appointment of an active underwriter of a syndicate managed by the managing agent;
	[(iva)	in the case of a managing agent, the appointment of a run-off manager of a run-off syndicate managed by the managing agent;]
NOTE
	[(ivb)	in the case of a managing agent, the appointment or removal of a person as a managing agent’s trustee or the appointment by any managing agent’s trustee (in his capacity as such) of any person as attorney;]
NOTE
	[(ivc)	in the case of a PRS manager, the appointment of a runoff manager of a runoff syndicate managed by the PRS manager;]
NOTE
	(v)	any reduction of, or payment out of, the capital of the underwriting agent; and
	(vi)	any matter requiring the agreement of the Committee under any such paragraph of this byelaw.
  (b) Every underwriting agent shall forthwith notify the Committee in writing of the occurrence or proposed occurrence of any of the following:
	(i)	an event as a result of which votes exercisable only in limited circumstances by a holder of shares in, or a member of, the underwriting agent becomes exercisable generally;
	[(ia)	a material change in its financial resources whereby the underwriting agent fails, or is likely in the foreseeable future to fail, to maintain such resources of the prescribed amount or description;]
NOTE
	[(ib)	a change in the constitution of the underwriting agent;]
NOTE
    […]
NOTE
    […]
NOTE
	[(iia)	an active underwriter or run-off manager of a syndicate managed by that underwriting agent ceasing for whatever reason to be the active underwriter or run-off manager of that syndicate;]
NOTE  The sub-paragraph in square brackets was inserted on 27 April 1993 by byelaw No. 7 of 1993 with effect from 28 April 1993.
	(iii)	a change in respect of an interest in a share, partnership share or membership right in the underwriting agent other than a change which requires the [prior written consent of the Council] under this byelaw;
	(iv)	a material change in the location or adequacy or suitability of the staff of the underwriting agent;
	[(iva)	the engagement by the underwriting agent of any manager or member of staff other than under a contract of service unless such manager or member of staff works for the underwriting agent’s wholly owned subsidiary (as defined by section 736(5) of the Companies Act 1985) under a contract of service;]
NOTE
	(v)	a material change in the circumstances which may affect the underwriting agent’s ability to supervise and service all of its activities and to be fully and properly accountable and responsible for those activities;
	[(va)	the permanent cessation of the acceptance of new or renewal insurance business by any syndicate managed by the underwriting agent (other than the variation or extension of risks previously underwritten, or reinsurance to close an earlier year of account of the syndicate);]
NOTE
	(vi)	a material change in the location of the books and other records of the underwriting agent relating to the conduct of its business at Lloyd’s;
	(vii)	a change in the date to which the accounts of the underwriting agent or its ultimate holding company are prepared;
	(viii)	the underwriting agent ceasing to be a going concern; [ . . . ]
NOTE
	(ix)	the underwriting agent’s business ceasing to consist only of the conduct of its business as an underwriting agent at Lloyd’s and any other business which the Committee considered to be directly ancillary thereto;
	[(x)	the making of any arrangement to which paragraph 8A(a)(i) applies; and
	(xi)	a material change in any other information furnished to the Council in connection with an application for permission to act as an underwriting agent under this byelaw or in connection with any review of any permission granted;]
NOTE
	[(xii)	a material change in the conditions attached to or the applicability of any exemption granted by the Council to an active underwriter [or run-off manager] of a syndicate managed by a managing agent from the requirements of paragraph 2 of the Lloyd’s Market Certificate Byelaw (No. 6 of 1989)]
NOTE
	[(xiii)	the delegation by the directors for the time being of an underwriting agent of any of their powers to any person other than the underwriting agent’s managing director; and
	(xiv)	the delegation by the partners for the time being of an underwriting agent of any of their powers to any person other than the underwriting agent’s managing partner] [; and]
NOTE
	(xv)	in the case of a managing agent, the death or resignation of, or the occurrence of any notifiable event in relation to, any managing agent’s trustee.]
NOTE
  [53A. The Council shall not give its consent pursuant to paragraph 53(a) to the appointment of any active underwriter [or run-off manager] of a syndicate managed by a managing agent unless such active underwriter [or run-off manager] [is so qualified that a managing agent may permit him to hold such position without contravening paragraph 50A of this byelaw.]
NOTES
Accounts and financial statements
  [53B. Every underwriting agent which is not a company to which section 221 and 222 of the Companies Act (accounting records) apply shall cause such accounting records to be kept and preserved as will ensure that it would at all times comply with those sections if they applied to it.]
NOTE
  [53C. (a) Every underwriting agent shall establish and maintain an adequate system of control over its transactions and records.
  (b) An underwriting agent’s system of control shall not be regarded as adequate for the purposes of this paragraph unless it is such as will ensure that the underwriting agent will at all times observe and comply with its obligations under this Section and Section V of this Part of this byelaw and any conditions and requirements imposed under any provision of this Section or of Section V of this Part of this byelaw.]
NOTE
  54. (a) Every underwriting agent which is a company registered under the Companies Acts shall deliver to the Committee a copy of all such accounts as the underwriting agent is required by the Companies Acts to [deliver to the registrar of companies], having attached thereto:
	(i)	a copy of every document required by law to be attached thereto; [ . . . ]
	(ii)	the statement [and] declaration [ . . . ] referred to in paragraph 56 of this byelaw [; and]
	[(iii)	the report referred to in paragraph 61 of this byelaw;]
within the seven months [(or such other period as the Council may from time to time prescribe)] after the end of each accounting reference period of the underwriting agent ending after the underwriting agent is registered under this byelaw.
  (b) Every underwriting agent which is a company registered under the Companies Acts and is subsidiary shall deliver to the Committee a copy of all such group accounts as its ultimate holding company is required by law to prepare together with every document required by law to be attached thereto, within seven months [(or such other period as the Council may from time to time prescribe)] after the end of each period ending after the underwriting agent is registered under this byelaw in respect of which such group accounts are required to be prepared.
NOTE
  55. Every underwriting agent which is a partnership shall deliver to the Committee:
	(a)	a copy of a set of accounts prepared in respect of every financial period ending after the underwriting agent is registered under this byelaw. Such accounts shall contain information equivalent to the information which they would contain if the underwriting agent were a company registered under the Companies Acts [and to which paragraph 54(a) of this byelaw applies][;]
	(b)	the statement [and] declaration [ . . . ] referred to in paragraph 56 of this byelaw[; and]
	[(c)	the report referred to in paragraph 61 of this byelaw;]
within seven months [(or such other period as the Council may from time to time prescribe)] after the date to which the accounts have been prepared.
NOTE
  56. [(a) Every underwriting agent shall complete a statement of financial position (the “statement”) which shall include:
	(i)	a statement of the underwriting agent’s current financial position, made up to each date to which a set of accounts of the underwriting agent is prepared, and
	(ii)	financial forecasts, which shall include a profit and loss account and a balance sheet drawn as at the end of the current financial year, together with a statement setting out and explaining the assumptions upon which they were drawn.]
NOTE
  (b) A director of, or a partner in, the underwriting agent shall sign and date a declaration in respect of each statement, on behalf of the underwriting agent:
	(i)	confirming that the statement has been completed in accordance with this byelaw;
	(ii)	stating whether (and if so, in what respects) there has since the date to which the statement was completed occurred a change which would cause a surplus shown in the statement to be materially reduced or a shortfall so shown to be materially increased; [. . .]
	(iii)	stating whether adequate funds and facilities exist to enable the underwriting agent to carry on business as a going concern for a period of not less than 12 months from the date of the declaration. [; and
	(iv)	stating that the underwriting agent has complied with paragraphs 53B and 53C throughout the period covered by the statement.]
  [(c) The statement shall be delivered to the Council by the end of the period within which accounts must be delivered to the Council under paragraphs 54 and 55 of this byelaw.]
NOTE
  [56A. (a) Every underwriting agent shall complete quarterly statements of financial position (the “quarterly statements”) which shall include a statement of the underwriting agent’s financial position, made up as at each date to which a set of accounts of the underwriting agent is prepared and as at each date three, six and nine months thereafter.
  (b) A director of, or a partner in, the underwriting agent shall sign and date a declaration in respect of each quarterly statement, on behalf of the underwriting agent;
	(i)	confirming that the statement has been completed in accordance with this byelaw;
	(ii)	stating whether (and if so, in what respects) there has since the date to which the statement was completed occurred a change which would cause a surplus shown in the statement to be materially reduced or a shortfall so shown to be materially increased; and
	(iii)	stating whether adequate funds and facilities exist to enable the underwriting agent to carry on business as a going concern for a period of not less than three months from the date of the declaration.
  (c) The quarterly statements shall be delivered to the Council by the end of the period one month [(or such other period as the Council may from time to time prescribe)] from the date to which the quarterly statements must be made up.
NOTE
  56B. The Council shall have power to prescribe conditions and requirements regarding the form and content of the statement and quarterly statements.]
NOTE
The Committee’s power to obtain information
  57. The byelaw entitled “Information and Confidentiality” shall apply to this byelaw on the basis that [ . . . ] the words “relating to the business of insurance at Lloyd’s or to any person or persons involved in or connected with such business or any other information, documents or other material” in paragraph 1 of that byelaw are deleted.
NOTE
[Managing Agents
Business plans
  57A.(a) In each year a managing agent shall, before the date prescribed by the Council for the purposes of this paragraph, prepare and send to the Society a business plan relating to it and to each of the syndicates managed (or to be managed) by it.
  (b) The business plan required under sub-paragraph (a) shall contain such details and be in respect of such period or periods as the Council may prescribe for the purposes of this paragraph.
  (c) The Council may make requirements prescribing that a managing agent shall notify the Council of such information as the Council may prescribe concerning changes or amendments to business plans submitted to the Society under sub-paragraph (a) and concerning any deviations from the business plan during all (or part) of the period to which the business plan relates.]
NOTE
[PRS Managers
Business Plans
  57AA.(a) In each year a PRS manager shall, before the date prescribed by the Council for the purposes of this paragraph, prepare and send to the Society a business plan relating to it and to each of the proportional reinsurance syndicates managed (or to be managed) by it.
  (b) The business plan required under subparagraph (a) shall contain such details and be in respect of such period or periods as the Council may prescribe for the purposes of this paragraph.
  (c) The Council may make requirements prescribing that a PRS manager shall notify the Council of such information as the Council may prescribe concerning changes or amendments to business plans submitted to the Society under subparagraph (a) and concerning any deviations from the business plan during all (or part) of the period to which the business plan relates.]
NOTE
[Report Relating to Certain Events
	57B.	(a)The Council may for the purposes of this paragraph prescribe details of hypothetical events that could give rise to claims being made on contracts of insurance underwritten at Lloyd’s.
		(b)Every managing agent shall calculate, prepare and deliver to the Council, by such date as it may prescribe, a report setting out the effect that such hypothetical events would have on the underwriting results of each syndicate managed by it if such events happened. The Council may for the purposes of this sub-paragraph prescribe:
	(i)	the period or periods to which each report is to relate;
	(ii)	the methods and the assumptions to be used in the calculation and preparation of each report;
	(iii)	the form and content of each report.]
NOTE
		[(c)Every PRS manager shall calculate, prepare and deliver to the Council, by such date as it may prescribe, a report setting out the effect that such hypothetical events would have on the underwriting results of each proportional reinsurance syndicate managed by it if such events happened. The Council may for the purposes of this subparagraph prescribe:
	(i)	the period or periods to which each report is to relate;
	(ii)	the methods and the assumptions to be used in the calculation and preparation of each report;
	(iii)	the form and content of each report.]
NOTE
[57C. Premiums trust funds
  (a) The Council may prescribe such conditions or requirements to be satisfied or complied with as it may think fit in connection with any discretion, power or authority which an underwriting agent has in relation to premiums trust funds as a condition of permission to act as an underwriting agent, or by underwriting agents during the period of any permission to act as such, and may add to, alter or withdraw any condition or requirement so prescribed.
  (b) Without prejudice to the generality of sub-paragraph (a), any conditions or requirements under that sub-paragraph:
	(i)	may include the requirement to execute and deliver or otherwise become a party to any form of deed, trust deed, contract, assignment, undertaking, mandate, authority, power of attorney or other document or instrument whatsoever;
	(ii)	may include the requirement to exercise any discretion, authority or power the underwriting agent has in relation to any premiums trust fund or under any premiums trust deed only in a manner which is consistent with such conditions or requirements and, for the avoidance of doubt, such conditions or requirements may direct precisely how any such discretion, authority or power of the underwriting agent is to be exercised or that it is not to be exercised;
	(iii)	may relate to any authorisation, consent or approval of the Council required under any premiums trust deed or this byelaw and may make such authorisation, consent or approval subject to compliance with such conditions or requirements;
	(iv)	may include requirements relating to the provision of certificates, confirmations, declarations, information, opinions or reports in relation to any premiums trust fund or under any premiums trust deed or in relation to the exercise or purported exercise by an underwriting agent of any discretion, power or authority in relation thereto;
	(v)	may relate to any person whom a managing agent has appointed, or proposes to appoint, as a managing agent’s trustee and may require the fulfilment by that person of specified conditions, the supply of information or the completion of applications, notices, forms of appointment, documents and undertakings in the prescribed form (whether by the managing agent in question or by the proposed appointee) or the use of forms of appointment, resignations or powers of attorney in the prescribed form.
  (c) Without prejudice to the generality of sub-paragraph (a), any conditions and requirements prescribed under that sub-paragraph:
	(i)	may impose requirements which are absolute or which are to vary from time to time by reference to such factors as are specified in or determined in accordance with such conditions and requirements;
	(ii)	may make different provision for different classes of underwriting agents and different classes of insurance business at Lloyd’s;
	(iii)	may specify circumstances in which an underwriting agent is to be exempt from any such condition or requirement or may be excused from compliance with any such condition or requirement to such an extent as the Council may think fit;
	(iv)	may contain incidental, supplementary and transitional provisions.
  (d) Without prejudice to the generality of sub-paragraph (a), each underwriting agent shall comply with such conditions and requirements as the Council may prescribe under or for the purposes of any premiums trust deed (whether or not prescribed for the purposes of sub-paragraph (a)) as regards lending or investment of premiums trust funds or any part of them, the grant of security over such funds or part, (if permitted by the Council) their application or use in the purchase of tangible fixed assets and the withdrawal, calling in or realising of any deposit, loan, letter of credit, guarantee or investment.
  (e) The Council shall have power to prescribe any notice, document or other instrument referred to in this paragraph 57C as being in the prescribed form and “prescribed form” means, in relation to any such notice or other document or instrument, such form and contents as may from time to time be prescribed.]
NOTE
Substitute Agents
  58. This byelaw shall not apply to a substitute agent except insofar as the Committee shall otherwise determine.
Eec Underwriting Agents
  59. The Committee shall permit a body formed, created, or incorporated, in or under the law of any Member State for the time being of the European Economic Community (including but without limitation a company registered or incorporated in Northern Ireland) to act as an underwriting agent so long as the Committee is satisfied, having regard to the constitution of the body and the law under which the body is formed, created or incorporated, that the requirements and intent of this byelaw are, or will be, complied with. The requirements of this byelaw shall apply to such body with any adaptation as the Committee considers necessary.
Reinsurance
  59A. For the purpose of section 8(3) of Lloyd’s Act 1982, an underwriting member may in the course of his underwriting business at Lloyd’s:
	(a)	place reinsurance of that business through a Lloyd’s broker or through a managing agent carrying out underwriting business on his behalf; and
	(b)	accept reinsurance placed by another underwriting member in the course of his underwriting business at Lloyd’s from a Lloyd’s broker or from a managing agent carrying out underwriting business on behalf of that other underwriting member.]
NOTE
[Section IV—Audit
All Underwriting Agents
  [60. Accounts etc. to be examined by auditor  (a) Every underwriting agent shall procure that all accounts, statements, declarations, returns and other documents to which this paragraph applies be examined by an auditor—
	(i)	who, in the case of an underwriting agent which is a company to which Part VII of the Companies Act 1985 applies, is the auditor of the underwriting agent;
	(ii)	who, in any other case, would be qualified to act as the auditor of the underwriting agent if it were a company within the meaning of the Companies Act 1985; and
	(iii)	who, in either case, is not prohibited from carrying out such an audit by paragraph 62 of this byelaw;
and that the auditor shall prepare reports in the terms required by paragraph 61 of this byelaw.
  (b) This paragraph applies—
	(i)	in the case of an underwriting agent which is a company to which Part VII of the Companies Act 1985 applies, to its accounts (as defined in section 239 of that Act); and
	(ii)	in the case of any other underwriting agent, to its accounts prepared under paragraph 55; and
	(iii)	to the statement and declaration required by paragraph 56 of this byelaw [except the financial forecasts referred to in sub-paragraph 56(a)(ii)]; and
	(iv)	to such other documents as the Council may from time to time specify.
  [(c) The requirement to appoint an auditor under this paragraph applies notwithstanding any exemption under sections 249A to 249E of the Companies Act 1985.]]
NOTE
[61. Form of auditor’s reports
  (a) The forms of auditor’s reports referred to on paragraph 60(a) of this byelaw are as specified in the following provisions of this paragraph.
	(b)	(i)	In the case of accounts to which paragraph 60(b)(i) of this byelaw applies, the report shall state the matters:
		(aa)	required by the Companies Act 1985 [(disregarding any exemption under sections 249A to 249E of that Act)]; and
		(bb)	prescribed by the Council from time to time.
		(ii)	In the case of accounts to which paragraph 60(b)(ii) of this byelaw applies, the report shall state the matters prescribed by the Council from time to time.
  (c) In the case of accounts to which paragraph 60(b)(i) or (ii) apply, a report stating whether in the opinion of the person compiling the report:
	(i)	the statement referred to in paragraph 56(a) of this byelaw has been completed in accordance with the provisions of this byelaw; and
	(ii)	it was reasonable for the director or partner making the declaration referred to in paragraph 56(b) of this byelaw to have made the statements referred to in sub-paragraph (ii)[,] (iii) [and (iv)] thereof.]
NOTE
[62. Accountant who maintains accounting records of an underwriting agent not to act as auditor
  A person shall not without the previous consent of the Council be qualified to audit and report on any document to which paragraph 60 of this byelaw applies if:
  (a) during any part of the period to which that document relates he maintained or assisted in maintaining any of the accounting records of the underwriting agent preparing the document; or
  (b) having regard to all the circumstances he could reasonably be regarded as not independent.]
NOTE
[63. Auditors’ undertakings
  (a) The Council may require an underwriting agent—
	(i)	to procure that the auditor of the underwriting agent execute an undertaking to the Council, in such form and manner as the Council may specify, containing provisions to the effect, or substantially to the effect, set out in sub-paragraph (b) below, together with any such other provisions as the Council may specify; and
	(ii)	to execute a form of consent and waiver, in such form and manner as the Council may specify, by which the underwriting agent will confirm to the Council and to the auditor that it consents to the auditor’s providing to the Council all such information or opinions as it may be required to provide in pursuance of the undertaking referred to in (i) above and will waive, so far as necessary for that purpose, any right of confidentiality in respect of such information or opinions.
  (b) The provisions referred to in sub-paragraph (a) above are—
	(i)	an undertaking that the auditor will comply with the requirements of this Section applicable to him as the auditor of the underwriting agent;
	(ii)	an undertaking that the auditor will:
	(aa)	use his best endeavours, to the extent that he may do so lawfully and ethically, having regard to any relevant guidance on confidentiality, to provide to the Council such information or opinions in relation to matters of which the auditor has become aware in his capacity as auditor of the underwriting agent for the purpose of the exercise of powers contained in Lloyd’s Act 1871 to 1982 or in byelaws or regulations made thereunder whether or not in response to a request by or under the authority of the Council; and
	(bb)	upon reasonable notice requiring him to do so, attend before the Council, the Committee, the Chairman or any Deputy Chairman of Lloyd’s or any officer of the Society duly authorised by any of them; and
	(iii)	an undertaking that the auditor will not continue in the office of auditor of the underwriting agent in circumstances where he could reasonably be regarded as not independent.
  (c) For the purposes of this byelaw relevant guidance on confidentiality means either—
	(i)	any rules or guidance on confidentiality made or issued by any body of accountants of which the auditor is a member which have been approved by the Council as satisfactory for the purposes of this byelaw; or
	(ii)	in the absence of such approval, any rules or guidance on confidentiality made or issued by the Council for the purposes of this byelaw.]
NOTE
[64. Rights of auditors
  (a) Every underwriting agent shall allow its auditor a right of access at all times to its accounting and other records.
  (b) Every underwriting agent and every director of or partner in an underwriting agent shall provide to the auditor of the underwriting agent such information and explanations as the auditor thinks necessary for the performance of his duties.
  (c) If an auditor of an underwriting agent has not obtained all the information and explanations which, to the best of his knowledge and belief, are necessary for the purposes of his audit, he shall state that fact in any report delivered pursuant to paragraph 61 of this byelaw.
  (d)(i) None of the persons listed in sub-paragraph (ii) shall fail to give to an auditor of an underwriting agent any information or explanation required by him pursuant to sub-paragraph (b) above, or shall in giving or purporting to give any information or explanation which the auditor so requires, or is entitled so to require, knowingly or recklessly make a statement which is misleading, false or deceptive in a material particular.
	(ii)	The persons referred to in sub-paragraph (i) are as follows:
	(aa)	an underwriting agent;
	(bb)	any director of or partner in an underwriting agent; and
	(cc)	any compliance officer of an underwriting agent.
  (e) References in this paragraph to an auditor include a person carrying out a further examination pursuant to a direction given under paragraph 65 of this byelaw.]
NOTE
[65. Further examination of accounts and other documents
  (a) If in any case it appears to the Council that there is good reason to do so, the Council may direct any underwriting agent to submit for further examination by a person approved by the Council—
	(i)	any accounts, statement, declaration or other document on which the auditor of that underwriting agent has reported under paragraph 61 of this byelaw; or
	(ii)	such matters contained in any such accounts, statement, declaration or other document as are specified in the direction;
and may receive from the person making the further examination a report of his conclusions.
  (b) Any further examination and report required by a direction under this paragraph shall be carried out and made within such time as is specified in the direction or within such further time as the Council may allow and shall be at the expense of the underwriting agent concerned. The Council may if it thinks fit pay to the person making the further examination all or any part of the remuneration due to him in respect of his examination and report, and the relevant underwriting agent shall be liable to reimburse to the Council on demand all sums so paid by the Council.
  (c) An underwriting agent to which a direction is given under this paragraph shall do everything in its power to procure that the auditor of the underwriting agent and every other person who has advised or dealt with the underwriting agent and is or may be able to provide relevant information or explanation affords to the person who is to carry out the further examination all such assistance as he may require.
  (d) The Council may disclose the report of a person making a further examination under this paragraph to such persons and in such manner as it thinks fit.]
NOTE
[Section V—Financial Resources
All Underwriting Agents
Financial Resources
  [66. (a) The Council may from time to time prescribe conditions and requirements regarding the possession and maintenance by underwriting agents of financial resources as it may consider appropriate, and may from time to time add to, alter or withdraw any condition or requirement so prescribed.
  (b) Without prejudice to the generality of sub-paragraph (a) of this paragraph, any conditions and requirements prescribed under that sub-paragraph—
	(i)	may impose requirements which are absolute or which are to vary from time to time by reference to such factors as are specified in or determined in accordance with such conditions and requirements;
	(ii)	may make different provisions for different cases or different classes of cases;
	(iii)	may specify circumstances in which bodies are to be exempt from any such condition or requirement or may be excused from compliance with any such condition or requirement to such an extent as the Council may think fit;
	(iv)	may make provision as to the assets, liabilities and other matters to be taken into account in determining a body’s financial resources, and the extent to which and the manner in which they are to be taken into account, for the purposes of such conditions and requirements;
	(v)	may require bodies to hold assets of such descriptions and in such amounts or of such value or in such ratios or proportions as may be specified or determined in accordance with such conditions and requirements;
	(vi)	may make provision for ensuring that, in such circumstances and to such an extent as may be prescribed, the assets of a body are maintained in such places as may be prescribed;
	(vii)	may prohibit bodies from incurring liabilities of such descriptions, or in favour of, or by way of guarantee or indemnity for, such persons or classes of person, as may be specified; and
	(viii)	may contain incidental, supplementary and transitional provisions.]
NOTE
[Section VI—Fees
  67. Where the consent of the Council is sought under any paragraph of this byelaw the [[body or]] underwriting agent seeking the consent, or in respect of which it is sought, shall pay to the Society (or procure payment to the Society of) such fees as the Council may from time to time prescribe in relation to that consent.]
NOTE
[68. Arrangements relating to Lloyd’s advisers
  Any person whose name is entered on the register of Lloyd’s Advisers maintained by the Council under paragraph 2 of the Lloyd’s Advisers Byelaw (No. 19 of 1993, 112) other than a person so registered by reason of paragraph 34(1) of that byelaw shall from the date of revocation of that byelaw be registered under paragraph 3 of this byelaw as a members’ agent and shall be designated a corporate adviser and such registration shall be subject to:
	(i)	any condition or other requirement imposed under the Lloyd’s Advisers Byelaw prior to its revocation as if such condition or requirement had been made under this byelaw whether under paragraph 9, paragraph 50C or otherwise;
	(ii)	to such review or renewal on such date and such manner as the Council may require.]
NOTE
102. The Syndicate Audit
Arrangements Byelaw No. 10 of 1984, 10 December 1984
COMMENCEMENT
  This byelaw commenced on 10 December 1984.
AMENDMENTS
  This byelaw was amended by
Syndicate Audit Arrangements (Amendment) Byelaw (No. 3 of 1985)
Syndicate Audit Arrangements (Amendment No. 2) Byelaw (No. 7 of 1989)
Miscellaneous Administrative Provisions (No. 2) Byelaw (No. 1 of 1993)
Underwriting Agents (Amendment No. 7) Byelaw (No. 7 of 1993)
Syndicate Meetings Byelaw (No. 11 of 1994)
Members’ Agents (Information) (Amendment No. 2) Byelaw (No. 4 of 1995)
Syndicate Auditors (Miscellaneous Amendments) Byelaw (No. 10 of 1995)
Appeal Tribunal Byelaw (No. 18 of 1995).
REVOCATION
  This byelaw was revoked by the Audit Arrangements Byelaw (No. 7 of 1998).
103. The Agency Agreements Byelaw No. 1 of 1985, 11 March 1985
COMMENCEMENT
  This byelaw commenced on 11 March 1985.
For the full text of this byelaw, see Part C, 304.
104. The Lloyd’s
Introductory Test Byelaw No. 8 of 1985, 9 December 1985
COMMENCEMENT
  This byelaw commenced on 9 December 1985.
AMENDMENT
  This byelaw was amended by
    Lloyd’s Introductory Test (Amendment) Byelaw (No. 20 of 1995).
REVOCATION
  This byelaw was revoked by the Training and Development Byelaw (No. 23 of 1998, 343).
105. Membership (Entrance Fees and Annual Subscriptions) Byelaw No. 9 of 1987, 7 October 1987
COMMENCEMENT
  This byelaw commenced on 7 October 1987.
AMENDMENTS
  This byelaw was amended by
Corporate Members (Consequential Amendments) Byelaw (No. 20 of 1993)
Transitional and Conversion Arrangements (Corporate Member) Byelaw (No. 9 of 1994)
Conversion and Related Arrangements Byelaw (No. 22 of 1996)
Membership (Entrance Fees and Annual Subscriptions) (Amendment) Byelaw (No. 25 of 1997)
Annual Subscribers Byelaw (No. 15 of 2000).
EXPLANATORY NOTE
  (This note is not part of the byelaw.)
  This Byelaw provides for the payment of entrance fees and annual subscriptions by members of the Society. It replaces and amends certain of the byelaws passed under Lloyd’s Acts 1871 to 1951.
  The Byelaw requires, as a condition of underwriting insurance business at Lloyd’s, that members pay the entrance fees and annual subscriptions as prescribed from time to time by the Council. In addition, the Council may charge interest on late payments. The remaining penalties in the Byelaw for the non-payment of entrance fees and annual subscriptions are essentially re-enactments of those present in the byelaws passed under Lloyd’s Acts 1871 to 1951.
The Council of Lloyd’s in exercise of its powers under section 6(2) and paragraph (4) of Schedule 2 of the Lloyd’s Act 1982 by special resolution hereby makes the following byelaw:
1. Interpretation
  In this byelaw, [—
	(a)	“approved conversion arrangement” has the meaning given in the [[Conversion and Related Arrangements Byelaw (No. 22 of 1996, 329)]];
	(b)	“due date” means the date prescribed by the Council under paragraph 2(3);
	(c)	“effective date” has the meaning given in the [[Conversion and Related Arrangements Byelaw (No. 22 of 1996, 329)]];
	(d)	“equity share capital” has the meaning given in section 744 of the Companies Act 1985; and
	(e)	“successor corporate member” means a corporate member—
	(i)	not less than 85 per cent (or such other percentage as the Council may for the time being prescribe) of the equity share capital of which is beneficially owned by one or more individual members who have entered into an approved conversion arrangement with that corporate member; and
	(ii)	not less than that percentage of the voting power at any general meeting of which is exercisable by (or at the direction of) such individual members.]
NOTE
2. Entrance Fees and Annual Subscriptions payable by members of the Society
  (1) [Subject to [[sub-paragraphs (5) and (7)]], every] member of the Society shall pay to the Society in each calendar year such entrance fees and annual subscriptions as the Council may from time to time prescribe in accordance with the provisions of this paragraph.
  (2) The amounts of entrance fees and annual subscriptions and the manner of calculating such amounts shall be such as the Council shall from time to time by special resolution prescribe.
  (3) Entrance fees and annual subscriptions shall be payable on such dates and in such manner as the Council shall from time to time by special resolution prescribe.
  (4) Entrance fees and annual subscriptions shall be levied on members of the Society by service on each member of the Society or his underwriting agent or agents of a notice specifying the amount due or the method of calculating the amount due, which shall be paid by such member not later than the date specified for that purpose in such notice.
  (5) The Council may from time to time [[…]] exempt wholly or in part any member or category or class of members of the Society from liability to pay any fee or subscription pursuant to this byelaw.
  (6) Any exemption granted pursuant to sub-paragraph (5):
	(a)	may apply indefinitely or for such period as the Council may specify;
	(b)	may be general or limited to a particular payment or payments made [[or otherwise due to be made]] under sub-paragraph (1).
  [(7) A successor corporate member shall be exempt from liability to pay the entrance fee applicable to a corporate member under sub-paragraph (1).]
NOTE
3. Powers to obtain information
  (1) Every member of the Society shall furnish to the Council such information as the Council may from time to time require by notice in writing to such member or his underwriting agent for the purposes of this byelaw.
  (2) Any information required pursuant to sub-paragraph (1) shall be furnished in such manner and at such time as the Council may specify in writing.
  (3) A member of the Society shall only be required under this paragraph to furnish such information as he or his underwriting agent possess or can reasonably be expected to obtain.
4. Non-payment of subscriptions, etc.
  (1) The making of payments prescribed pursuant to paragraph 2 and any interest thereon charged pursuant to sub-paragraph (2)(b) of this paragraph shall be a condition relating to permission to underwrite insurance business at Lloyd’s and the provisions of the [Membership Byelaw (No. 17 of 1993, 111)] shall apply accordingly where any member of the Society fails to comply with such condition.
  (2) Without prejudice to sub-paragraph (1) where a member of the Society fails to make any payment required pursuant to this byelaw by the due date the Council may from time to time by special resolution take one or more of the following measures:
	(a)	post the name of such member in the Room;
	(b)	charge interest on such amounts of the payments as are unpaid on the due date from the due date until the date of payment at a rate determined by the Council.
	(c)	suspend such member’s right of access to the Room and other parts of the Society’s premises until payment of all sums due under this byelaw has been made.
NOTE
  (3) An individual admitted as a member of the Society shall not be admitted to the Room until he has paid his entrance fee.
[4A. Power to prescribe percentage
  The Council may from time to time by special resolution prescribe a different percentage for the purposes of paragraph 1(e).]
NOTE
5. Revocation and amendment of byelaws made under Lloyd’s Acts 1871 to 1951
  (1) Byelaws Nos. 23 and 30 are revoked.
  (2) Byelaw No. 21 is amended by deleting “Members”.
  (3) Byelaw No. 24 is amended by deleting “a Member or” and substituting “an”.
  (4) Byelaw No. 28 is amended by deleting “Members”.
  (5) The following Schedule is substituted for the Schedule referred to in Byelaw No. 21:
[…]
NOTE
6. Commencement
  This byelaw shall come into force on 7th October 1987.
106. Lloyd’s Brokers Byelaw No. 5 of 1988, 6 July 1988
COMMENCEMENT
  This byelaw commences in stages. Paragraph 19 commences on 1 November 1988; paragraph 20 commenced on 6 July 1988; paragraphs 57(6) and (7) commence on 1 August 1989. The remaining provisions commence on 1 August 1989.
AMENDMENTS
  The byelaw was amended by
Lloyd’s Brokers (Amendment) Byelaw (No. 8 of 1989)
Lloyd’s Brokers (Amendment No. 2) Byelaw (No. 13 of 1989)
Lloyd’s Brokers (Amendment No. 3) Byelaw (No. 6 of 1990)
Lloyd’s Brokers (Amendment No. 4) Byelaw (No. 9 of 1991)
Lloyd’s Brokers (Amendment No. 5) Byelaw (No. 14 of 1991)
Lloyd’s Brokers (Amendment No. 6) Byelaw (No. 16 of 1992)
Information and Confidentiality Byelaw (No. 21 of 1993)
Companies’ Accounts (Miscellaneous Amendments) Byelaw (No. 15 of 1994)
Run-off Companies Byelaw (No. 2 of 1995)
Lloyd’s Brokers (Amendment No. 7) Byelaw (No. 16 of 1995)
Appeal Tribunal Byelaw (No. 18 of 1995)
Lloyd’s Brokers (Amendment No. 8) Byelaw (No. 4 of 1996)
Intermediary Amendment Byelaw (No. 10 of 2000)
Lloyd’s Policy Signing Office Byelaw (No. 11 of 2000)
Lloyd’s Claims Byelaw (No. 12 of 2000).
REVOCATION
  This byelaw was revoked on 6 December 2000 by byelaw No. 17 of 2000, 123.
107. Umbrella Arrangements Byelaw No. 6 of 1988, 6 July 1988
COMMENCEMENT
This byelaw commenced on 1 August 1988.
AMENDMENTS
This byelaw was amended by
Umbrella Arrangements (Amendment) Byelaw (No. 7 of 1990)
Information and Confidentiality Byelaw (No. 21 of 1993)
Appeal Tribunal Byelaw (No. 18 of 1995)
Intermediary Amendment Byelaw (No. 10 of 2000)
Lloyd’s Policy Signing Office Byelaw (No. 11 of 2000)
Lloyd’s Claims Byelaw (No. 12 of 2000).
REVOCATION
  This byelaw was revoked on 6 December 2000 by byelaw No. 17 of 2000, 123.
108. Agency Agreements Byelaw No. 8 of 1988, 7 December 1988.
COMMENCEMENT
  This byelaw commenced on 7 December 1988.
AMENDMENTS
  This byelaw was amended by
Agency Agreements (Amendment) Byelaw (No. 2 of 1990)
Agency Agreements (Amendment No. 2) Byelaw (No. 1 of 1991)
Agency Agreements (Amendment No. 3) Byelaw (No. 4 of 1992)
High Level Stop Loss Fund Byelaw (No. 12 of 1992)
Agency Agreements (Amendment No. 4) Byelaw (No. 13 of 1992)
Agency Agreements (Amendment No. 5) Byelaw (No. 6 of 1993)
Underwriting Agents (Amendment No. 7) Byelaw (No. 7 of 1993)
Misconduct, Penalties and Sanctions Byelaw (No. 9 of 1993)
Agency Agreements (Amendment No. 6) Byelaw (No. 18 of 1993)*
Corporate Members (Miscellaneous Amendments) Byelaw (No. 29 of 1993)
Agency Agreements (Amendment No. 7) Byelaw (No. 1 of 1994)
Agency Agreements (Amendment No. 8) Byelaw (No. 5 of 1994)
Syndicate Accounting Byelaw (No. 18 of 1994)
Agency Agreements (Amendment No. 9) Byelaw (No. 1 of 1995)
Agency Agreements (Amendment No. 10) Byelaw (No. 6 of 1995)
Appeal Tribunal Byelaw (No. 18 of 1995)
Agency Agreements (Amendment No. 11) Byelaw (No. 1 of 1996)
Agency Agreements (Amendment No. 12) Byelaw (No. 14 of 1996)
Agency Agreements (Amendment No. 13) Byelaw (No. 21 of 1996)
Agency Agreements (Amendment No. 14) Byelaw (No. 1 of 1997)
Agency Agreements (Amendment No. 15) Byelaw (No. 10 of 1997)
Major Syndicate Transactions Byelaw (No. 18 of 1997)
Agency Agreements (Amendment No. 16) Byelaw (No. 28 of 1997)
Agency Agreements (Amendment No. 17) Byelaw (No. 1 of 1998)
Agency Agreements (Amendment No. 18) Byelaw (No. 6 of 1998)
Bilateral Arrangements (1998) Byelaw (No. 8 of 1998)
Agency Agreements (Amendment No. 19) Byelaw (No. 1 of 1999)
Bilateral Arrangements Byelaw (No. 4 of 1999)
Agency Agreements (Amendment No. 20) Byelaw (No. 6 of 1999)
Run-Off Years of Account (Revocation) Byelaw (No. 1 of 2000)
Agency Agreements (Amendment No. 21) Byelaw (No. 3 of 2000)
Assignment of Syndicate Participations (Second Nomination) Byelaw (No. 6 of 2000)
Agency Agreements (Amendment No. 22) Byelaw (No. 8 of 2000)
Lloyd’s Policy Signing Office Byelaw (No. 11 of 2000)
Agency Agreements (Amendment No. 23) Byelaw (No. 3 of 2001)
Agency Agreements (Amendment No. 24) Byelaw (No. 1 of 2002).
EXPLANATORY NOTE
(This note is not part of the byelaw.)
  This byelaw prescribes the contractual terms upon which Names will appoint their underwriting agents to carry on their underwriting business at Lloyd’s for the 1990 and subsequent years of account.
  The terms of the agreements are set out in Schedules 1, 2 and 3 to the byelaw and may not be varied otherwise than by byelaw.
  The amount or rate of the agents’ remuneration is subject to agreement between the Name and the agents. There are set out in Schedule 1 to the standard members’ agent’s agreement and the standard managing agent’s agreement certain permitted alternatives for determining the basis upon which the agent’s fees are to be calculated. The bases which are not used should be deleted.
  Where the Name has more than one members’ agent acting for him the Name must appoint one of them as his co-ordinating agent. The duties of the co-ordinating agent and of the other members’ agents are set out in the standard members’ agent’s agreement. The co-ordinating agent’s fee shall be as agreed with the Name.
  For the purposes of paragraph 1.2(a)(i) of each of the standard agreements the list of syndicates shall be the list of syndicates published each year by the Council as “Lloyd’s Underwriting Syndicates”.
  * All the amendments made by byelaw No. 18 of 1993 apply in relation to any agreement made after 8 September 1993 applying in respect of the 1994 or any later year of account and to any agreement under which an underwriting member will underwrite as a Provisional Insurer (as defined in clause 8.2 of the form of agreement set out in Schedule 3 or Schedule 4 to the byelaw) contracts of insurance which will be allocated to such a year of account. By byelaw No. 1 of 1994 the application of the amendments to the principal byelaw made by byelaw No. 18 of 1993 (as amended by byelaw No. 29 of 1993) is extended to every agreement in the terms of any of the schedules to the principal byelaw (as in force immediately before byelaw No. 18 came into force) extant on 1 January 1994. Byelaw No. 1 of 1994 also amends each such agreement and corrects minor errors.
For the full text of this byelaw, see Part C, 310.
109. Lloyd’s Market Certificate
Byelaw No. 6 of 1989, 10 May 1989
COMMENCEMENT
  This byelaw commenced in stages. Paragraphs 2 and 10 commenced on 1 January 1992; the remainder of the provisions commenced on 11 May 1989.
AMENDMENT
  Underwriting Agents (Amendment No. 7) Byelaw of 1993
  Underwriting Agents’ Qualifications (Miscellaneous Amendments) Byelaw (No. 32 of 1993).
REVOCATION
  This byelaw was revoked by the Training and Development Byelaw (No. 23 of 1998, 343).
EXPLANATORY NOTE
  (This note is not part of the byelaw.)
  This byelaw imposes a requirement, which comes into effect on 1st January 1992, that every active underwriter shall have sat and passed such of the examinations for the LMC in respect of which he is not exempt.
  The following categories of persons are automatically exempt from the LMC:
	(a)	every person who on 31st December 1991 holds the office of active underwriter;
	(b)	persons becoming active underwriters on or after 1st January 1992 who have had experience over a period of not less than five years out of the seven year period ending on 1st January 1992 of having accepted risks on behalf of the members of a syndicate with the authority of the managing agent of that syndicate and who are aged 30 years or more on 1st January 1992.
  The Council can at its discretion grant a full or partial exemption, which may be limited in duration, from the requirement imposed by paragraph 2 to any person who appears to be sufficiently qualified to merit the exemption. In considering whether or not to grant any such exemption the Council is to have regard to the matters specified in paragraph 4(4).
  Part C of the byelaw establishes an examination structure and procedure for the LMC and also provides for the award of the LMC. The examination papers will be administered, set and marked for and on behalf of the Society by the Chartered Insurance Institute. The first examinations for the LMC will be held in April 1990 and candidates will be examined in English law (with special reference to the law of agency), principles and practice of insurance and Lloyd’s regulatory requirements.
  Part D of the byelaw amends the Underwriting Agents Byelaw (No. 4 of 1984) with effect from 1 January 1992. The effect of the amending provisions is to impose obligations on underwriting agents to ensure that their active underwriters comply with paragraph 2 of the byelaw. The Council is required not to give its consent to the appointment of any active underwriter unless he holds the LMC or is exempt from the requirements of paragraph 2.
110. Annual Subscribers, Associates, Substitutes and Others Byelaw No. 8 of 1993, 9 June 1993
AMENDMENT
  This byelaw was amended by
Corporate Members (Consequential Amendments) Byelaw (No. 20 of 1993)
Appeal Tribunal Byelaw (No. 18 of 1995).
REVOCATION
  This byelaw was revoked on 1 November 2000 by byelaw No. 15 of 2000, 122.
EXPLANATORY NOTE
  This byelaw replaces the byelaws made under Lloyd’s Acts 1871 to 1951 concerning Annual Subscribers, Associates, Substitutes, Subscribers for Intelligence and visitors. It updates many of the provisions of those byelaws and introduces certain new measures.
  PART A of the byelaw deals with general interpretation.
  PART B, paragraphs 2 to 10, deals with Annual Subscribers and Associates. The principal matters covered by this Part include:
	(a)	a register of Annual Subscribers and Associates, which may be made available for inspection at the discretion of the Council (Paragraph 2);
	(b)	the limitation of Annual Subscribers to directors or compliance officers of, or partners in, underwriting agents or Lloyd’s brokers or bodies applying for admission as such (Paragraph 3(1) and (2));
	(c)	the restriction of Associates to persons not engaged in insurance business (Paragraph 3(3));
	(d)	a requirement that applicants for registration as an Annual Subscriber be recommended by two persons who must be either members of the Society or Annual Subscribers and of whom one must be a director of, or partner in, the underwriting agent or Lloyd’s broker (unless it is a body applying for such status and none of its directors or partners is a member or Annual Subscriber (Paragraph 4(2) and (3));
	(e)	a requirement that applicants for registration as Associates be recommended by three persons of whom at least one must be a member of the Society and the other two must be either members, Annual Subscribers or Associates (Paragraph 4(4));
	(f)	the removal of the requirement for election. The Council may prescribe admission procedures and requirements (Paragraph 4(5));
	(g)	the granting to the Council of powers over Annual Subscribers and Associates analogous to those it has in respect of members, underwriting agents and Lloyd’s brokers (Paragraphs 5 to 10). The criterion of “suitability” for registration of persons as an Annual Subscriber or Associate reflects the criterion in paragraph 5(b) of the Membership Byelaw (No. 9 of 1984). The obligation to report criminal convictions (Paragraph 10) echoes similar provisions in paragraph 21B of the Membership Byelaw. The Council’s powers of removal from the register (Paragraph 9) are similar to those it has in respect of members, agents and Lloyd’s brokers;
	(h)	as is the case with members, underwriting agents and brokers, the granting to the Council of power to retain jurisdiction over persons who would otherwise cease to be Annual Subscribers or Associates, eg by failing to pay a subscription or at their own request (Paragraph 9(6));
	(i)	a requirement that Annual Subscribers and Associates inform Lloyd’s if they have become bankrupt, etc (Paragraph 10(2)); and
	(j)	the removal of specific restrictions on the activities of Annual Subscribers contained in old byelaws 75, 76 and 78.
  PART C, paragraphs 11 to 17, is concerned with Substitutes and Representatives of members, agents, brokers and Associates. Among the topics contained in this Part are:
	(a)	the introduction of a new category of person, the “Representative” of a member, underwriting agent, Lloyd’s broker or Associate, for persons not conducting insurance business in person in the Room (Paragraph 12). Substitutes will be limited to those conducting insurance business in person in the Room and thus subject to the Lloyd’s Introductory Test Byelaw;
	(b)	underwriting agents and Lloyd’s brokers as firms rather than their individual directors or partners will have Substitutes or Representatives (Paragraph 13(1) and (2)). This will obviate the need for time and paper consuming changes in Substitutes’ sponsors if the sponsoring director or partner leaves the firm as happens at present;
	(c)	the power of the Council to refuse to admit Substitutes or Representatives if their sponsoring agent or broker has not paid fees in respect of any Substitute or Representative (Paragraph 14(4)); and
	(d)	as with Annual Subscribers and Associates, the Council has power to retain jurisdiction over a Substitute or Representative notwithstanding the proposed removal of his name from the list (Paragraph 17(3)).
  PART D, paragraph 18, covers the admission of Subscribers for Intelligence and other persons to the Room.
  PART E, paragraphs 19 to 21, is concerned with general matters: the power to prescribe fees, rights of appeal and consultation.
  PART F, paragraphs 22 to 24, revokes the old byelaws made under Lloyd’s Act 1871 to 1951, makes consequential amendments to the Underwriting Agents Byelaw (No. 4 of 1984) and contains certain transitional provisions.
  The final part, PART G, (paragraph 25), provides that the byelaw comes into force on 2 July 1993.
111. Membership Byelaw No. 17 of 1993, 8 September 1993

COMMENCEMENT
  This byelaw came into force on 8 September 1993.
AMENDMENTS
  This byelaw was amended by
Membership (Amendment) Byelaw (No. 24 of 1993)
Corporate Members (Miscellaneous Amendments) Byelaw (No. 29 of 1993)
Companies’ Accounts (Miscellaneous Amendments) Byelaw (No. 15 of 1994)
Syndicate Accounting Byelaw (No. 18 of 1994)
Membership (Amendment No. 2) Byelaw (No. 12 of 1995)
Membership (Amendment No. 3) Byelaw (No. 17 of 1995)
Appeal Tribunal Byelaw (No. 18 of 1995)
Membership (Amendment No. 3) Byelaw (No. 23 of 1995)
Individual Registration Byelaw (No. 13 of 1996)
New Central Fund Byelaw (No. 23 of 1996)
Membership (Amendment No. 5) Byelaw (No. 42 of 1996)
Agency Agreements (Amendment No. 15) Byelaw (No. 10 of 1997)
Membership (Amendment No. 6) Byelaw (No. 21 of 1997)
Membership (Amendment No. 7) Byelaw (No. 11 of 1998)
Membership, Council and Committee and Annual and Extroadinary General Meetings (Amendment) Byelaw (No. 15 of 1998)
Captive Corporate Members Byelaw (No. 19 of 1998)
Premiums Trust Fund and Regulating Trustee Byelaw (No. 22 of 1998)
Agency Agreements (Amendment No. 20) Byelaw (No. 6 of 1999)
Membership (Amendment No. 8) Byelaw (No. 8 of 1999)
Underwriting Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Membership (Amendment No. 9) Byelaw (No. 18 of 1999)
Intermediary Amendment Byelaw (No. 10 of 2000)
Lloyd’s Policy Signing Office Byelaw (No. 11 of 2000)
Lloyd’s Claims Byelaw (No. 12 of 2000, 528)
Annual Subscribers Byelaw (No. 15 of 2000)
Lloyd’s Brokers Byelaw (No. 17 of 2000)
Amendment Byelaw (No. 9 of 2001).
EXPLANATORY NOTE
(This note is not part of the byelaw.)
  This byelaw amends and consolidates the provisions of the Membership Byelaw (No. 9 of 1984) as amended.
  It also makes provision for the admission to membership of the Society of corporate members and for such members to underwrite insurance business at Lloyd’s.
Arrangement of paragraphs
PART A—INTERPRETATION
1. 	Interpretation
PART B—CLASSES, CONDITIONS AND REQUIREMENTS OF MEMBERSHIP
2. 	Categories and classes of membership
3. 	Conditions and requirements of membership
4. 	Funds at Lloyd’s
5. 	Deposits
PART C—ADMISSION TO MEMBERSHIP
6. 	Conditions of eligibility
7. 	Sponsorship
8. 	Introductory commissions
9. 	False or misleading statements
10.	[Admission]
11.	Review of [admission]
NOTE
PART D—CONTINUING REQUIREMENTS OF MEMBERSHIP
12.	Corporate member not to carry on other business
13.	Requirement to retain Lloyd’s adviser and to use sponsor
14.	Consent to, and notification of, changes
15.	Corporate member’s declaration
16.	Requirement to file annual returns
17.	Restrictions regarding use of the name of Lloyd’s etc
18.	Compliance by others
19.	Consequences of breach
PART E—UNDERWRITING AT LLOYD’S
20.	Conditions and requirements for underwriting
21.	Setting of premium income limits
22.	Grant of permission to underwrite
23.	No underwriting without permission or in breach of requirements
24.	Power to direct cessation or reduction of underwriting
PART F—SPECIAL PROVISIONS FOR AVOIDANCE OF RISK TO LLOYD’S POLICIES
25.	Restrictions on underwriting
26.	No underwriting otherwise than at Lloyd’s
27.	Concentration in syndicate
28.	Disclosure of concentration in syndicate
29.	Spread of syndicate participation and disclosure
30.	No other person to share underwriting
31.	Members broking at Lloyd’s
PART G—CORPORATE MEMBERS: ACCOUNTING REQUIREMENTS AND AUDITS
32.	Maintenance of accounting records
33.	Accounts
34.	Supplementary statements
35.	Accounts etc. to be examined by auditor
36.	Form of auditors’ reports
37.	Auditors’ undertakings
38.	Rights of auditors
39.	Further examination of accounts and other documents
PART H—RESIGNATION, REVOCATION AND CESSATION OF MEMBERSHIP
40.	Resignation
41.	Cessation for not underwriting
42.	Corporate member not fit and proper
43.	Revocation of membership on conviction of a reportable criminal offence
44.	Notification, procedure and powers incidental to revocation under paragraph 43
45.	Revocation for breach of condition or requirement
46.	Bankruptcy and insolvency
47.	Declaration of war
48.	Consequences of revocation or cessation
PART I—MISCELLANEOUS AND GENERAL
49.	Powers of Society as to set-off and application of funds
50.	Lloyd’s central file of interests in corporate members
51.	Overseas bodies corporate
52.	Power of Council to obtain information
53.	 Powers to prescribe etc
54.	 Powers of the Council cumulative and exercisable from time to time
55.	Service of notices and legal process
56.	Revocation
57.	Commencement and saving provisions
	SCHEDULE    Interpretation

The Council of Lloyd’s in exercise of its powers under section 6(2) of, and paragraphs (1) and (2) of Schedule 2 to, Lloyd’s Act 1982 by special resolution hereby makes the following byelaw.
Part A—Interpretation
1. Interpretation
  The provisions of the Schedule to this byelaw (interpretation) shall have effect.
Part B—Classes, Conditions and Requirements of Membership
2. Categories and classes of membership
  (1) The categories of membership of the Society shall be—
	(a)	underwriting membership; and
	(b)	non-underwriting membership.
  (2) Subject to Schedule 1 to Lloyd’s Act 1982 [and to any other provision of this byelaw], the Council may create such classes of membership within either category as it may think fit, […] may vary, merge or abolish any classes so created [and may make such provision as it may think fit for the transfer of members between the two categories and between any classes so created].
NOTE
  (3) The Council may admit any individual to the Room and other parts of the premises of the Society with the complimentary title of “honorary member”. An honorary member shall have such rights and privileges as the Council may specify but shall not as such be deemed to be a member of the Society for the purposes of Lloyd’s Acts 1871 to 1982 and the byelaws and regulations made thereunder.
3. Conditions and requirements of membership
  (1) Subject to Lloyd’s Acts 1871 to 1982 and the byelaws made thereunder, the Council may prescribe such conditions and requirements to be satisfied or complied with as a condition of admission to membership of the Society, or by members of the Society during membership, as it may think fit, and may add to, alter or withdraw any condition or requirement so prescribed.
  (2) Without prejudice to the generality of sub-paragraph (1), any conditions and requirements under that sub-paragraph—
	(a)	may include the requirement to complete applications, notices and other documents in the prescribed form;
	(b)	may include the requirement to execute and deliver or otherwise become a party to any prescribed form of deed, trust deed, contract, assignment, undertaking, mandate, authority, power of attorney, negotiable instrument or other document or instrument whatsoever;
	(c)	may include requirements relating to the provision of certificates, confirmations, declarations, information, opinions or reports relating to a person applying to be admitted to membership (each such person being referred to in this byelaw as a “candidate”), or [[in the case of a body corporate]] to its directors, managers, controllers […] or connected companies [[or in the case of a Scottish limited partnership to any person who, in relation to that Scottish limited partnership or any general partner]] in the prescribed form and to be given by such other persons as the Council may prescribe or approve;
	(d)	may include requirements relating to the financial position of a member of the Society [, his controllers or connected companies];
NOTE
	(e)	may make provision as to the assets, liabilities and other matters to be taken into account in determining the financial position of a member of the Society, and the extent to which and the manner in which they are to be taken into account, for the purposes of such conditions and requirements;
	(f)	may require a member of the Society to hold assets of such descriptions and in such amounts or of such value as may be specified or determined in accordance with such conditions and requirements;
	(g)	may include the requirement to provide security in respect of underwriting business at Lloyd’s in such form and manner and for such period as may be specified;
	(h)	may make provision for ensuring that, in such circumstances and to such an extent as may be specified, the assets of a member of the Society are maintained in such places and held under such terms as may be specified;
	(i)	may prohibit a member of the Society [[or any general partner of a Scottish limited partnership]] from incurring liabilities of such descriptions, or in favour of, or by way of guarantee or indemnity for, such persons or classes of person, as may be specified.
NOTE
  (3) Without prejudice to the generality of sub-paragraph (1), any conditions and requirements prescribed under that sub-paragraph—
	(a)	may impose requirements which are absolute or which are to vary from time to time by reference to such factors as are specified in or determined in accordance with such conditions and requirements;
	(b)	may make different provision for different classes of members of the Society and different classes of insurance business at Lloyd’s;
	(c)	may make different provision for [bodies corporate, Scottish limited partnerships and individuals];
	(d)	may specify circumstances in which a member of the Society is to be exempt from any such condition or requirement or may be excused from compliance with any such condition or requirement to such an extent as the Council may think fit;
	(e)	may contain incidental, supplementary and transitional provisions.
NOTE
  (4) In exercise of its powers under this paragraph, the Council may at any time require—
	[[(a)	any controller, director or manager of a candidate or corporate member which is a body corporate;
	(b)	any person who, in relation to a Scottish limited partnership which is a candidate or corporate member, is a specified person;
to execute (and may require the candidate or corporate member to procure that he execute) an undertaking in favour of the Council in a prescribed form.]
to execute (and may require the candidate or corporate member to procure that he execute) an undertaking in favour of the Council in a prescribed form.
NOTE
  (5) Any undertaking in a form prescribed for the purposes of sub-paragraph (4) may include terms to the effect that the person giving the undertaking—
	(a)	submits to the jurisdiction of the Council;
	(b)	will, both while he remains a controller, director […] or manager of the body corporate concerned [[or, in relation to a Scottish limited partnership, while he remains a specified person in relation to that Scottish limited partnership (as the case may be)]] and at all times thereafter, provide to the Council such information, explanations, documents and other material relating to the corporate member or its business of insurance at Lloyd’s or to any persons involved in or connected with such business or any other information, explanations, documents or other material which the Council may consider necessary or appropriate to be given or produced.
NOTE
  (6) In exercise of its powers under this paragraph, the Council may at any time require a person who controls more than one corporate member and each corporate member which that person controls to execute (and may require such corporate members or any one of them to procure that the controller execute) an undertaking in favour of the Council in a prescribed form, which may include terms to the effect that—
	(a)	each corporate member shall make, and the controller shall procure that each shall make, contributions to the Central Fund [or the New Central Fund] in such circumstances and of such amounts as may be specified in the undertaking;
	(b)	each corporate member shall, and the controller shall procure that it shall, at the direction of the Council, cease underwriting insurance business at Lloyd’s or reduce the level of insurance business underwritten by it at Lloyd’s to a level specified by the Council iun such circumstances as may be specified in the undertaking.
NOTE
  [(6A) In exercise of its powers under this paragraph, the Council may require a [[…]] controller of, a corporate member to execute all or any of the following:
	(a)	an undertaking (which may be limited in amount) that it will, if the corporate member fails to pay any of its creditors or any of its creditors falling within a class specified in the undertaking, pay such creditors;
	(b)	an undertaking (which may be limited in amount) that it will ensure that the corporate member complies at all times with the requirements relating to funds at Lloyd’s made under this byelaw;
	(c)	an undertaking that all or specified classes of debt owed to that person or to any connected company of that person will rank behind debts owed to other creditors of the corporate member or other creditors of that corporate member of a class specified in the undertaking.
NOTE
  (6B) In exercise of its powers under this paragraph, the Council may at any time require a corporate member which is controlled by another member and which is a party to an approved conversion agreement with that other member to execute an undertaking in favour of the Council in a prescribed form, which may include terms to the effect that the corporate member shall:
	(a)	make contributions to the Central Fund [or the New Central Fund] in such circumstances and of such amounts as may be specified in the undertaking;
	(b)	at the direction of the Council, cease underwriting insurance business at Lloyd’s or reduce the level of insurance business underwritten by it at Lloyd’s to a level specified by the Council in such circumstances as may be specified in the undertaking.]
NOTE
  [(6C) In exercise of its powers under this paragraph, the Council may at any time require one or more controllers or connected companies of a captive corporate member to provide an undertaking, guarantee or other instrument in the prescribed form, which may include terms to the effect that those controllers or connected companies shall pay on demand to the Society or such person as the Society may direct, all sums due and payable (but unpaid) by the captive corporate member in connection with its underwriting at Lloyd’s, in such circumstances as may be specified in the undertaking.]
NOTE
  (7) An application for membership of the Society shall be lodged with an authorised person, within such time limit for such application (if any) and in accordance with such procedures as may be prescribed by the Council.
  (8) The Council may by notice in writing at any time require any member of the Society to provide to the Council within such time as may be specified a statement in the prescribed form in order to demonstrate whether or not he meets any financial conditions and requirements made under sub-paragraph (1) and for the time being applicable to him and may require that statement to be certified or verified by his auditor or any other person approved by the Council.
  (9) Subject to sub-paragraph (10), every member of the Society shall at all times comply with all conditions and requirements prescribed under this paragraph for the time being applicable to him.
  (10) Without prejudice to the following provisions of this byelaw for requiring an underwriting member to cease or reduce the level of his underwriting at Lloyd’s, no member of the Society shall be excluded from membership for breach of any condition or requirement falling within sub-paragraph (9), or of any undertaking given pursuant thereto, where that breach or failure consists solely of his inability to satisfy a financial qualification contained in that condition, requirement or undertaking, which was not applicable on the date when he became an underwriting member or, where he has subsequently increased the level of his underwriting, on the date when his application to do so was duly accepted.
  [(11) In sub-paragraph (6B), “approved conversion agreement” has the meaning given in Schedule 1 to [[The Conversion and Related Arrangements Byelaw (No. 22 of 1996, 329)]].]
NOTE
4. Funds at Lloyd’s
  (1) The conditions and requirements prescribed by the Council under paragraph 3 may include the requirement that members of the Society provide security in respect of their underwriting business at Lloyd’s in all or any of the forms described in sub-paragraph (2) (“funds at Lloyd’s”).
  (2) For the purposes of this byelaw, funds at Lloyd’s may comprise the following, subject to any deductions which the Council may prescribe—
	(a)	in respect of general business—
	(i)	Lloyd’s deposits;
	(ii)	special reserve funds or such parts or proportions thereof as the Council may prescribe;
	(iii)	personal reserve funds or such parts or proportions thereof as the Council may prescribe;
	(b)	in respect of long term business, Lloyd’s life deposits; and
	(c)	in either case—
	(i)	any additional Lloyd’s deposits; and
	(ii)	any other items or allowances (or such parts or proportions thereof as the Council may prescribe) which the Council may approve for the purpose and being in such form and held on such terms and by such persons as the Council may specify;
and may differ in respect of different classes of members of the Society.
5. Deposits
(1) Lloyd’s deposit
  The conditions and requirements prescribed by the Council under paragraph 3 may include the payment, transfer or provision by or for the benefit of a member to the Society or such other person as the Council may prescribe, or the procurement thereof, of such sums, investments, guarantees or letters of credit having such aggregate value and being in such form as the Council shall prescribe (the “Lloyd’s deposit”). The Lloyd’s deposit shall be held by the Society or such other person as the Council may specify as trustee upon and subject to the terms of such trusts as shall be so prescribed and of any directions which may be made by the Council.
(2) Lloyd’s life deposit
  The conditions and requirements prescribed by the Council under paragraph 3 may, in the case of underwriting members wishing to commence or continue underwriting long term business, include the payment, transfer or provision by or for the benefit of a member to the Society or such person as the Council may prescribe, or the procurement thereof, of such sums, investments, guarantees or letters of credit having such aggregate value and being in such form as the Council shall prescribe (the “Lloyd’s life deposit”). The Lloyd’s life deposit shall be held by the Society or such other person as the Council may specify as trustee upon and subject to the terms of such trusts as shall be so prescribed and of any directions which may be made by the Council.
(3) Additional Lloyd’s deposit
  The conditions and requirements prescribed by the Council under paragraph 3 may include the payment, transfer or provision by or for the benefit of a member to the Society or such other person as the Council may prescribe, or the procurement thereof, of such sums, investments, guarantees or letters of credit having such aggregate value and being in such form as the Council shall prescribe (the “additional Lloyd’s deposit”). The additional Lloyd’s deposit shall be held by the Society or such other person as the Council may specify as trustee upon and subject to the terms of such trusts as shall be so prescribed and of any directions which may be made by the Council.
  (4) Without prejudice to the generality of sub-paragraph (3), the Council may at any time require a member of the Society to provide an additional Lloyd’s deposit where—
	(a)	the sums, investments, guarantees or letters of credit comprising his Lloyd’s deposit or Lloyd’s life deposit have fallen in value below the required aggregate value; or
	(b)	the member—
	(i)	changes his country of residence, or his nationality, or his domicile (except where the change is from one member state of the European Economic Community to another);
	(ii)	increases his overall premium limit, general business premium limit, long term business premium limit or any class premium limit or mem-
	ber’s syndicate premium limit for the time being applicable to him.
  (5) Except with the prior consent of the Council, no asset shall be transferred into a Lloyd’s deposit, a Lloyd’s life deposit or an additional Lloyd’s deposit unless that asset is then legally and beneficially owned by the person so transferring it and is free from any lien, charge or encumbrance.
  (6) No underwriting member shall at any time without the prior written consent of the Council, and then only subject to such terms and conditions as the Council may impose, charge or assign or agree to charge or assign, or otherwise restrict, encumber or dispose of any interest in the whole or any part of any Lloyd’s deposit, Lloyd’s life deposit, additional Lloyd’s deposit or any other fund established by him as security for the payment of his underwriting liabilities.
  (7) No asset forming part of the Lloyd’s deposit, the Lloyd’s life deposit or the additional Lloyd’s deposit of an underwriting member shall be transferred to him or to his order unless—
	(a)	in the case of a proposed transfer of an asset forming part of his Lloyd’s deposit, the Council is satisfied that his liabilities arising out of or in connection with any general business at Lloyd’s have been satisfied, discharged or finally provided for or that the balance remaining of his Lloyd’s deposit and any applicable additional Lloyd’s deposit will be sufficient to meet those liabilities;
	(b)	in the case of a proposed transfer of an asset forming part of his Lloyd’s life deposit, the Council is satisfied that his liabilities arising out of or in connection with any long term business at Lloyd’s have been satisfied, discharged or finally provided for or that the balance remaining of his Lloyd’s life deposit and any applicable additional Lloyd’s deposit will be sufficient to meet those liabilities;
	(c)	in the case of a proposed transfer of an asset forming part of an additional Lloyd’s deposit, the Council is satisfied that his liabilities arising out of or in connection with any general business at Lloyd’s (where the additional Lloyd’s deposit has been provided in connection with general business) or with any long term business at Lloyd’s (where the additional Lloyd’s deposit has been provided in connection with long term business) have been satisfied, discharged or finally provided for or that the balance remaining of his Lloyd’s deposit (as the case may be) and any applicable additional Lloyd’s deposit will be sufficient to meet those liabilities.
Part C—Admission to Membership
6. Conditions of eligibility
  (1) Subject to the provisions of this Part, either an individual or a body corporate [or Scottish limited partnership] shall be eligible as a member of the Society.
  (2) No partnership [other than a Scottish limited partnership] shall be eligible as a member of the Society.
NOTE
  (3) A person shall not be eligible as a member of the Society unless—
	(a)	the Council is satisfied that he complies or is able to comply with the conditions and requirements prescribed under paragraph 3 applicable to him; and
	(b)	the Council is satisfied that he is a fit and proper person to be a member of the Society.
  (4) Without prejudice to the generality of sub-paragraph (3), in deciding whether a body corporate is fit and proper to be or remain a corporate member, the Council may have regard to the following criteria—
	(a)	the character and suitability of the directors (both individually and collectively) for the time being of the body corporate;
	(b)	the sufficiency in number of the directors of the body corporate and of the directors who have experience of business at Lloyd’s;
	(c)	the reputation, financial standing, character and suitability of any person […] who controls the body corporate;
	(d)	the reputation and financial standing of any connected company of the body corporate;
	(e)	the reputation, character and suitability of any director of or partner in any person who controls the body corporate;
	(f)	the reputation, character and suitability of any director or controller of […] a connected company of the body corporate;
	(g)	whether any manager of the body corporate, or any other person who works for the body corporate is, having regard to his character and suitability, a person who should be a manager of a corporate member or (as the case may be) should work for a corporate member in a capacity which includes his proposed functions;
	(h)	the adequacy of the capital of the body corporate;
	(i)	the location of the accounting and other records of the body corporate;
	(j)	any conditions imposed or which may be imposed under paragraph 10(3);
	(k)	any other matters which in the opinion of the Council should be taken into account in deciding whether a body corporate is fit and proper to be a corporate member.
NOTE
  [4(A) Without prejudice to the generality of sub-paragraph (3), in deciding whether a Scottish limited partnership is fit and proper to be or remain a corporate member, the Council may have regard to the following:
	(a)	the character and suitability of the directors (both individually and collectively) for the time being of any general partner;
	(b)	the sufficiency in number of the directors of any general partner and of those directors who have experience of business at Lloyd’s;
	(c)	the reputation, financial standing, character and suitability of any person who controls the Scottish limited partnership or any general partner;
	(d)	the reputation and financial standing of any connected company of the Scottish limited partnership or any general partner;
	(e)	the reputation, financial standing, character and suitability of any director of or partner in any person who controls the Scottish limited partnership or any general partner;
	(f)	the reputation, character and suitability of any management company;
	(g)	the reputation, character and suitability of any director or controller of a connected company of the Scottish limited partnership or the general partner;
	(h)	whether any manager of any general partner, or any other person who works for the general partner is, having regard to his character and suitability, a person who should be a manager of a general partner of a Scottish limited partnership or (as the case may be) should work for a general partner of a Scottish limited partnership in a capacity which includes his proposed functions;
	(i)	the adequacy of the capital of each of the Scottish limited partnership and any general partner;
	(j)	the location of the accounting and other records of the Scottish limited partnership and any general partner;
	(k)	any conditions imposed or which may be imposed under paragraph 10(3);
	(l)	any other matters which in the opinion of Council should be taken into account in deciding whether the Scottish limited partnership is fit and proper to be a corporate member.]
NOTE
  [(5) Without prejudice to the generality of sub-paragraph (4)—
	(a)	in considering the reputation of any controller or connected company of a corporate member which carries on business at Lloyd’s (whether as an approved run-off company, [[…]] Lloyd’s broker, coporate member, underwriting agent or otherwise) the Council may take into account whether the record of the controller or connected company in complying with any applicable requirements of Lloyd’s is satisfactory; and
	(b)	in considering the suitability of a person […] who controls the corporate member, the Council may take into account whether permitting that person to be or remain a […] controller of, that corporate member could place any managing agent of which that person is a […] controller in a position where its interests are likely significantly to conflict with the duties which that managing agent owes to members under agreements with them or under the general law.
NOTE
  (6) In sub-paragraph (5)—
	(a)	“requirements of Lloyd’s” means the requirements of Lloyd’s Acts 1871 to 1982, requirements imposed by any byelaw or regulation made under those Acts, conditions or requirements imposed or directions given under any such byelaw or regulation, directions given under section 6 of Lloyd’s Act 1982, requirements imposed by or under any undertaking given to the Society or the Council, requirements imposed or directions given by the Council and any codes of practice from time to time promulgated or made by the Council; and
	(b)	“[…] controller” has the meaning given in the Underwriting Agents Byelaw (No. 4 of 1984, 101).]
NOTE
7. Sponsorship
  (1) Every candidate shall be sponsored by such person or persons (each a “sponsor”) and in such manner as the Council may determine.
  (2) The Council may by notice in writing at any time require any of the persons listed in sub-paragraph (3) to provide the Council with such information as it may require in relation to the sponsorship of candidates by that person.
  (3) The persons referred to in sub–paragraph (2) are the following—
	(a)	an annual subscriber; 
	(b)	[[…]]; 
	(c)	[…]; 
	(d)	a Lloyd’s broker; 
	(e)	a member of the Society; 
	(f)	an underwriting agent; 
	(g)	a director of, or partner in, a […] Lloyd’s broker or underwriting agent;
	(h)	a person who works for a […] Lloyd’s broker or underwriting agent whether under a contract of service or for services or otherwise; or
	[(ha)	a registered individual;]
	(i)	a person approved by the Council under sub-paragraph (1) to act as a sponsor.
NOTE
8. Introductory commissions
  (1) Immediately upon any of the persons listed in sub-paragraph (6) giving, or agreeing to give, or intending to give, or receiving or becoming entitled to receive, in any such case whether directly or indirectly, an introductory commission, that person
shall disclose full particulars of such introductory commission (including the amount or basis of calculation thereof) in writing to the Council and to the candidate concerned.
  (2) In addition to the disclosure required by sub-paragraph (1), where a [[…]] sponsor or underwriting agent has given, or agreed to give, or intends to give, in any such case whether directly or indirectly, an introductory commission to any person in respect of a candidate, that [[…]] sponsor or underwriting agent shall, at the first relevant meeting, disclose full particulars of such introductory commission (including the amount or basis of calculation thereof) in writing to the candidate.
  (3) The Council may by notice in writing at any time require any of the persons listed in sub-paragraph (6) to provide the Council with such information as it shall require in relation to the introduction of candidates by that person.
  (4) Every candidate shall disclose in his application for membership details of any introductory commission which he has given or agreed to give or intends to give, whether directly or indirectly, to any person introducing him or to any of his sponsors or otherwise in connection with his membership.
  (5) For the purposes of this paragraph a first relevant meeting is the first meeting between a candidate or, in the case of a candidate which is or will be a body corporate, a director, proposed director or promoter of that body corporate and any of the persons listed in sub-paragraph (7) which satisfies the following conditions—
	(a)	it has been previously arranged; and
	(b)	has as its dominant purpose either—
	(i)	the consideration of the candidate becoming a member of the Society; or
	(ii)	the consideration of the candidate entering into or any agreement with any [[…]] for the provision of advisory services relating to underwriting insurance business at Lloyd’s or an agreement with any underwriting agent in the terms of any standard agreement.
  (6) The persons referred to in sub-paragraphs (1) and (3) are the following—
	(a)	an annual subscriber; 
	(b)	[[[…]]]; 
	(c)	[[…]]; 
	(d)	a Lloyd’s broker; 
	(e)	a member of the Society; 
	(f)	an underwriting agent; 
	(g)	a director of, or partner in, a Lloyd’s broker, underwriting agent [[…]];
	(h)	a person who works for a Lloyd’s broker, underwriting agent [[…]] whether under a contract of service or for services or otherwise; 
	(i)	a person approved by the Council under paragraph 7(1) to act as a sponsor;
	[(j)	a registered individual].
NOTE
  (7) The persons referred to in sub-paragraph (5) are the following—
	(a)	[…]
	(b)	an underwriting agent; 
	(c)	a director of, or partner in, an underwriting agent or […]; 
	(d)	a person who works for an underwriting agent or […] whether under a contract of service or for services or otherwise; 
	(e)	a person approved by the Council under paragraph 7(1) to act as a sponsor [; 
	(f)	a registered individual].
NOTE
9. False or misleading statements
  (1) No candidate shall make, or knowingly permit to be made on his behalf, any false or misleading statement in respect of his application for membership of the Society.
  (2) Failure by a candidate to comply with the provisions of sub-paragraph (1) shall if that candidate becomes a member of the Society constitute misconduct by that candidate for the purposes of the Misconduct, Penalties and Sanctions Byelaw (No. 9 of 1993).
10. [Admission]
  (1) [Admission] to membership of the Society shall be as determined by the Council.
  (2) In considering whether or not to [admit] a candidate as a member of the Society the Council shall make such enquiries as it thinks fit and may receive and take account of information, documents or other material from any source whatever relating to the candidate or any such person as is referred to in paragraph 6(4).
  (3) In [admitting] a candidate which is a body corporate [[or Scottish limited partnership]] to membership of the Society, or following a review under paragraph 11, without prejudice to the generality of paragraph 3, the Council may impose such conditions as are in its view necessary or desirable to ensure—
	(a)	that the body corporate [[or Scottish limited partnership]] is or will continue to be fit and proper to be a member of the Society; and
	(b)	that the body corporate [[or Scottish limited partnership]] will or will continue to comply with the requirements of Lloyd’s Acts 1871 to 1982, the byelaws and regulations made under those Acts and any conditions and requirements imposed or direction given under any such byelaw or regulation and for the time being applicable to it and any agreement, instrument or undertaking to which it is a party pursuant to such conditions, requirements and directions.
NOTE
11. Review of [admission]
  (1) The Council may at any time conduct a review of a corporate member’s [admission] under this byelaw for the purpose of determining whether the corporate member in question continues to be eligible for membership.
  (2) In connection with any such review the Council may require that the corporate member—
	(a)	provide such documents and information as the Council may specify; and
	(b)	comply with such requirements as the Council may determine relating to the procedures for conducting any such review.
NOTE
Part D—Continuing Requirements of Membership
12. Corporate member not to carry on other business
  (1) [Subject to sub-paragraph (4), no] corporate member shall—
	(a)	carry on any business or activity other than its underwriting business at Lloyd’s and such activities as are directly ancillary to that business; or
	(b)	enter into contracts or otherwise incur any liabilities (including contingent liabilities) or acquire, hold or dispose of property other than for the purposes of the business and activities described in sub-paragraph (1)(a).
  (2) Without prejudice to the generality of sub-paragraph (1) [(but subject to sub-paragraph (4))], no corporate member shall hold or acquire any interest in securities of—
	(a)	any other corporate member;
	(b)	any person who controls a corporate member; or
	(c)	any [[…]], Lloyd’s broker or underwriting agent.
  (3) Without prejudice to the generality of sub-paragraph (1), no corporate member shall underwrite on its own account and in any manner howsoever insurance business of any kind except at Lloyd’s.
  [[(4) A corporate member may acquire and then hold an interest in securities of any other corporate member and/or any person who controls a corporate member—
	(a)	if such acquisition and holding is in consequence of the corporate member accepting an invitation to participate in a surrender arrangement or share swap arrangement which complies with the conditions and requirements made under paragraph 5(1) of the Conversion and Related Arrangements Byelaw (No. 22 of 1996) for the time being in force; or
	(b)	with the prior written consent of the Council.]]
NOTE
[13. Requirement to retain a members’ agent and to use a sponsor
  (1) Unless the Council otherwise agrees, a corporate member shall appoint and at all times retain a members’ agent (whether or not designated a corporate adviser) to act in respect of its underwriting business at Lloyd’s.
  (2) The corporate member shall, at such time or times as the Council may require, make use of the services of the person who acted as its sponsor when it was a candidate or such other person as the Council may approve for the purpose.]
NOTE
14. Consent to, and notification of, changes
  (1) No person shall, without the prior written consent of the Council—
	(a)	be a controller of […] a corporate member;
	(b)	be a controller of two or more corporate members.
NOTE
  (2) No corporate member shall, without the prior written consent of the Council, cause or permit any of the events listed below to occur—
	[(a)	in the case of a body corporate, the appointment of a person as a director of the corporate member;
	(b)	in the case of a body corporate, a merger between the corporate member and another body corporate;]
	(c)	the appointment of itself as a director of another corporate member;
	(d)	an insolvency event;
	(e)	any event requiring the agreement of the Council under any other paragraph of this byelaw, or any conditions and requirements prescribed by the Council under any other paragraph of this byelaw;
	(f)	any other event which the Council may prescribe for the purposes of this sub-paragraph.
NOTE
  [(2A) A corporate member [[which is a body corporate]] shall, so far as it lies within its powers, procure that no person who is a controller of the corporate member shall acquire a notifiable holding in the corporate member unless:
	(a)	that person has given notice to the Council stating that he intends to acquire a notifiable holding in that corporate member and containing such particulars as the Council may require; and
	(b)	either the Council has, before the expiry of the period of three months beginning with the date of service of the notice (or of such longer period beginning with that date as the Council may, before the expiry of the three month period, notify to him), notified him in writing that there is no objection to his proposed acquisition or that period has expired without the Council having served a written notice of objection.]
NOTE
  (3) A member shall promptly notify the Council in writing of the occurrence of any of the following together, in each case, with such information as the Council may prescribe—
	(a)	in the case of an individual member, a decision to change his country of residence or his nationality or his domicile;
	(b)	in the case of a corporate member—
	(i)	a director of the member ceasing to be a director;
	(ii)	its becoming aware that a person has ceased or is proposing to cease to be a […] controller of that member;
	(iii)	the appointment by that member of an auditor;
	(iv)	an auditor of that member vacating office;
	(v)	a decision to change the date to which the accounts of the member are prepared;
	(vi)	a change in the date to which group accounts of any controller or holding company of the member which are required to be sent to the Society by paragraph 16 are prepared;
	(vii)	any change in its constitution;
	(viii)	a decision to appoint or terminate the appointment of any agent appointed by the member for service of notices under paragraph 54;
	(ix)	a decision to reduce its issued share capital or any part thereof;
	(c)	in the case of any member—
	(i)	the occurrence of any insolvency event in relation to that member;
	(ii)	a material change in any information furnished to the Council in connection with an application by that member for membership or in connection with a review under paragraph 11 of the [admission] of that member and not required to be disclosed under any other provision of this paragraph.
	(iii)	any other event which the Council may prescribe for the purposes of this sub-paragraph.
NOTE
  (4) If a member of the Society or, to its knowledge, a person who is a controller, director or manager of a corporate member [[which is a body corporate or a person who is a specified person in relation to a Scottish limited partnership]] […] is convicted of a reportable criminal offence by a court in the United Kingdom or elsewhere that member shall—
	(a)	as soon as possible, and in any event within 30 days after the date of conviction or its becoming aware of the conviction (as the case may be), give to the officer or employee of the Society nominated for that purpose written notice of the offence of which he was convicted, the sentence imposed, the name and address of the court and the date of the conviction; and
	(b)	provide such additional information, documents or other materials relating to the convictions as the Council may direct.
NOTE
  (5) If a corporate member or a person whose accounts are required to be sent to the Society by paragraph 16(3) prepares quarterly or half yearly financial statements which, in the case of a person other than the corporate member, are accounts into which the results of the corporate member are consolidated, the corporate member shall send to the Society a copy of such financial statements, together with a translation of those statements into English, if they have been prepared in another language.
  (6) The Council may, on granting its consent under sub-paragraph (1) or (2) [or giving its approval under sub-paragraph (2A),] impose such conditions and requirements as it thinks fit.
NOTE
  (7) Without prejudice to the generality of sub-paragraph (6), any conditions and requirements imposed under that sub-paragraph may include the requirement to give undertakings which—
	(a)	in the case of a consent sought under sub-paragraph (1)(a) or 2(a), may include undertakings in the terms set out in paragraph 3(5);
	(b)	in the case of a consent sought under sub-paragraph (1)(b), may include undertakings on the part of the proposed controller and each corporate member which it controls or proposes to control in the terms set out in paragraph 3(6).
  (8) When applying for the Council’s consent under sub-paragraph (1) or (2) [[or making a notification under sub-paragraph (2A),]] the person making the application [or notification (as the case may be)] shall [pay to the Society such fee as the Council may prescribe and] supply the Council with such additional information, documents or other material as the Council may specify.
NOTE
  (9) Where sub-paragraph (3)(b)(iv) applies, the member shall also send to the Council a copy of any representations made, notice given or statement made by the auditor of the member (under section 391A(3), 392(1) or 394(1) of the Companies Act 1985 or otherwise) on or in connection with the auditor vacating office.
  (10) In sub-paragraph (5), “financial statements” means any balance sheet and profit and loss account prepared by a person for publication (whether to shareholders or otherwise), registration or filing.
15. Corporate member’s declaration
  (1) Every corporate member shall, as at a date prescribed by the Council, prepare a declaration (a “declaration of compliance”), complying with the following provisions of this paragraph.
  (2) A declaration of compliance shall contain—
	(a)	such statements and information as regards—
	(i)	the assets and liabilities;
	(ii)	the funds at Lloyd’s; and
	(iii)	the member’s syndicate premium limits set under paragraph 21(4);
		of the corporate member as the Council may prescribe;
	(b)	a statement that the corporate member has adequate working capital to ensure the continuation of its business as a going concern for the period of 12 months immediately following the date as at which the declaration of compliance is made;
	(c)	a statement that the corporate member has complied with paragraph 14 throughout the preceding period of one year;
	(d)	the names and addresses of each controller and director of […] the corporate member and of any connected persons who make him a controller; and
	(e)	such other statements, warranties or undertakings as the Council has prescribed under paragraph 20 or otherwise.
NOTE
  (3) The statements referred to in sub-paragraph (2) may, unless otherwise required by the Council, be expressed to be made to the best of the knowledge, information and belief of the persons signing the statement, but in that event the declaration of compliance shall also state that those persons have made all reasonable enquiries as to the matters to which the declaration of compliance relates.
  (4) If any statement required by sub-paragraph (2) regarding compliance by the corporate member with any requirement cannot be made without qualification, the declaration of compliance shall contain full particulars of each failure by the corporate member to comply with the relevant requirement and shall state that it has complied with the relevant requirement in all other respects.
  (5) A declaration of compliance shall be accompanied by—
[. . .] any legal opinion or confirmation of a legal opinion given previously in respect of that member in the prescribed form and given by a legal adviser approved by the Council [. . . .]
NOTE
  (6) A declaration of compliance shall be signed by such officer or officers of the corporate member as the Council may specify.
  (7) There shall be sent to the Society within the prescribed period after the date to which the declaration of compliance is made up—
	(a)	the declaration of compliance;
	(b)	any auditor’s report required under paragraph 35 in relation to it;
	(c)	the legal opinion referred to in sub-paragraph (5)(a) [. . . .].
	
NOTE
16. Requirement to file annual returns
  (1) Every corporate member shall, within the prescribed period after each date to which its accounts are made up, send to the Society a return (an “annual return”) comprising the documents specified in sub-paragraph (2), together, in the case of any document which has been prepared in a language other than English, with a translation of that document.
  (2) The documents referred to in sub-paragraph (1) are—
	(a)	a copy of the accounts of the corporate member required by Part VII of the Companies Act 1985 or paragraph 33(1) or the legislation referred to in paragraph 33(2)(b) (as the case may be);
	(b)	if the Council so requires, any supplementary statements prepared under paragraph 34;
	(c)	the auditor’s reports required by paragraph 35 in relation to the documents referred to in (a) and, where relevant, (b).
  (3) A corporate member shall, within the prescribed period after each date to which its controller and, if different, holding company prepares group accounts under section 229 of the Companies Act 1985 (or, if its controller or holding company is not subject to that section, such group accounts (if any) as its controller or holding company is required to prepare under the law of its place of incorporation) send to the Society a copy of the group accounts made up to that date together with translation of those accounts into English if they have been prepared in another language.
  (4) The obligation in sub-paragraph (3) shall not apply to any corporate member whose results are not consolidated into the accounts concerned.
  (5) A body corporate which is entitled to the benefit of any exemption in sections 246 to 249 of the Companies Act 1985 or any exemption under legislation implementing Article 6 of the Seventh Council Directive (83/349/EEC), as amended from time to time, shall not rely on it in relation to accounts to be sent to the Society under sub-paragraphs (1) and (3).
17. Restrictions regarding use of the name of Lloyd’s etc
  (1) No corporate member shall, without the written consent of the Council, use the word “Lloyd’s” in its name or in any business or trading name it may adopt.
  (2) No member of the Society shall, without the written consent of the Council, conduct himself or his business, use the word “Lloyd’s” or the Society’s address or describe himself as a member of the Society in such a way as to imply that his affairs or any aspect of them have the approval of the Society.
18. Compliance by others
  (1) A corporate member shall procure compliance by its directors, managers and employees with any obligations imposed on them by the Council relating to its membership of Lloyd’s.
  (2) A corporate member shall take reasonable steps—
	(a)	to procure that persons not falling within sub-paragraph (1) keep the corporate member informed so that the corporate member is able to comply with its obligations under this byelaw and themselves perform any obligations imposed on them by the Council and relating to the corporate member’s membership of Lloyd’s; and
	(b)	to prevent any matter falling within paragraphs 14(1) and (2) from arising or taking place unless the written consent of the Council has first been obtained.
  (3) For the purposes of this paragraph, obligations shall be treated as imposed on a person by the Council if he is required to perform them by any byelaw or regulation made under Lloyd’s Acts 1871 to 1982, any condition or requirement imposed or direction given under any such byelaw or regulation, any direction given under section 6 of Lloyd’s Act 1982, any requirement imposed by or under any agreement between him, or any undertaking by him, in favour of the Society or the Council or any other requirement imposed or direction given by the Council under Lloyd’s Acts 1871 to 1982.
19. Consequences of breach
  (1) Any of the following shall constitute grounds on which the Council may exercise the powers referred to in sub-paragraph (2)—
	(a)	any breach of—
	(i)	any provision of this Part D;
	(ii)	any condition or requirement imposed by the Council under paragraph 10(3) or 14(6); or
	(iii)	any term of any agreement or undertaking entered into or given pursuant to such a condition or requirement; and
	(b)	the inclusion of any false, misleading or inaccurate statement or information in any statement, declaration or information provided to the Council under any such provision, condition, requirement, or undertaking.
  (2) The powers referred to in sub-paragraph (1) are—
	(a)	its powers under paragraph 24 (and that paragraph shall apply as though a breach falling within sub-paragraph (1) of this paragraph were a breach of a condition or requirement prescribed by the Council under paragraph 20);
	(b)	its powers under paragraph 42; or
	(c)	any other power which the Council considers it appropriate to exercise in the circumstances.
Part E—Underwriting At Lloyd’s
20. Conditions and requirements for underwriting
  (1) The Council may prescribe such conditions and requirements to be complied with by underwriting members who wish to commence or to continue to underwrite insurance business at Lloyd’s as it may consider appropriate, and may add to, alter or withdraw any condition or requirement so prescribed.
  (2) Without prejudice to the generality of sub-paragraph (1), any conditions or requirements prescribed under that sub-paragraph—
	(a)	may include the requirement to complete applications, notices and other documents in the prescribed form;
	(b)	may include the requirement to execute and deliver or otherwise become a party to any prescribed form of deed, trust deed, contract, assignment, undertaking, mandate, authority, power of attorney, negotiable instrument or other document or instrument whatsoever;
	(c)	may include requirements that an underwriting member’s underwriting agent, Lloyd’s adviser, auditor, sponsor, legal adviser or other adviser provide to the Council, in the prescribed form, such certificates, confirmations, information, opinions or reports to the Council as the Council may require.
  (3) Without prejudice to the generality of sub-paragraph (1), any conditions and requirements prescribed under that sub-paragraph—
	(a)	may differ in respect of different classes of underwriting members and different classes of insurance business at Lloyd’s;
	(b)	may make different provision for [bodies corporate, Scottish limited partnerships and individuals];
	(c)	may specify circumstances in which an underwriting member is to be exempt from any such condition or requirement or may be excused from compliance with any such condition or requirement to such an extent as the Council may think fit;
	(d)	may contain incidental, supplementary or transitional provisions.
  (4) An application for permission to commence underwriting shall be lodged with an authorised person, within such time limit for such application (if any) and in accordance with such procedures as may be prescribed by the Council.
NOTE
21. Setting of premium income limits
  (1) The conditions and requirements prescribed by the Council under paragraph 20—
	(a)	shall include provision for overall premium limits, general business premium limits and long term business premium limits;
	(b)	may include provision for class premium limits or premium limits based on such other factors as the Council thinks fit to be determined in such manner as the Council may specify; and
	(c)	may include, as a condition upon which an underwriting member is permitted to underwrite insurance business through a particular syndicate at Lloyd’s, provision for a member’s syndicate premium limit for that syndicate.
  (2) The conditions and requirements referred to in sub-paragraph (1) may provide that—
	(a)	the level of overall premium limits or of general business premium limits, or both, shall be related to any financial requirements prescribed under paragraph 3 for the underwriting members to whom they apply in such manner as the Council may specify;
	(b)	the level of long term business premium limits shall be related to any financial requirements prescribed under paragraph 3 for the underwriting members to whom they apply in such manner as the Council may specify.
  (3) The aggregate of the general business premium limit and long term business premium limit applicable to an underwriting member for a particular year of account shall not exceed the overall premium limit applicable to him for that year of account.
  (4) Subject to compliance with the requirements of paragraphs 27(1) and 29(1), every underwriting member who proposes to underwrite through a syndicate for a year of account shall, unless the Council has exercised its power under sub-paragraph (1)(c) in respect of that syndicate, set for himself a member’s syndicate premium limit and notify the Council of that limit—
	(a)	in the case of a corporate member, under paragraph 15; and
	(b)	in the case of an individual member, by filing a syndicate list as defined in the Agency Agreements Byelaw (No. 8 of 1988, 310);
unless the Council has prescribed an alternative manner of notification.
  (5) Upon notification of a member’s syndicate premium limit under sub-paragraph (4), the Council may prescribe for the member making the notification a lower member’s syndicate premium limit for any particular syndicate, and if it does so that limit shall apply to the exclusion of any limit set by the underwriting member.
  (6) The aggregate of all member’s syndicate premium limits applicable to an underwriting member for a particular year of account shall not exceed that underwriting member’s overall premium limit for that year of account.
22. Grant of permission to underwrite
  (1) The Council may grant permission to any underwriting member to underwrite insurance business at Lloyd’s.
  (2) Any permission granted under sub-paragraph (1)—
	(a)	may apply indefinitely or for such period as the Council may specify;
	(b)	may be general or may be limited to insurance business of such classes, or insurance business underwritten through such syndicates, as the Council may specify;
	(c)	may be granted subject to such conditions and requirements applicable to the underwriting member concerned as the Council may think fit.
23. No underwriting without permission or in breach of requirements
  (1) No member of the Society shall underwrite insurance business at Lloyd’s unless permitted to do so by the Council under paragraph 22.
  (2) In underwriting insurance business at Lloyd’s, every underwriting member shall comply at all times with all conditions and requirements prescribed and imposed under paragraphs 20 and 22 and for the time being applicable to him and with every other applicable requirement or obligation arising under—
	(a)	Lloyd’s Acts 1871 to 1982 and byelaws and regulations made thereunder; and
	(b)	the Insurance Companies Act 1982 and regulations made thereunder.
24. Power to direct cessation or reduction of underwriting
  (1) Without prejudice to the powers of the Council under Lloyd’s Acts 1871 to 1982 and any byelaw or regulation made thereunder, if it appears to the Council that—
	(a)	[an underwriting member fails to comply with or to satisfy an underwriting requirement applicable to him, or any condition or requirement imposed upon him under the [[Lloyd’s Claims Byelaw (No. 12 of 2000, 528), the]] Central Accounting Byelaw (No. 20 of 1998, 525) or the Lloyd’s Policy Signing Office Byelaw (No. 11 of 2000, 527);]
NOTE
	(b)	the circumstances specified in an undertaking given by an underwriting member which is a corporate member under paragraph 3(6) or 14(7)(b) have arisen; or
	(c)	an underwriting member which is a corporate member is not eligible for membership;
the Council may exercise the powers set out in sub-paragraph (2) in relation to that underwriting member.
  (2) If it appears to the Council that the circumstances in sub-paragraph (1)(a), (b) or (c) have arisen, the Council may direct the underwriting member concerned—
	(a)	to cease underwriting insurance business, or insurance business of a specified class or specified classes, at Lloyd’s, or through a specified syndicate or specified syndicates at Lloyd’s; or
	(b)	to reduce to, or below, such level as may be specified the level of insurance business, or insurance business of a specified class or specified classes, thereafter underwritten by him at Lloyd’s, or through a specified syndicate or specified syndicates at Lloyd’s.
  (3) Any failure by an underwriting member such as is referred to in sub-paragraph (1)(a) shall not of itself constitute misconduct within the meaning or for the purposes of paragraph 1(a), (b) or (c) of the Misconduct, Penalties and Sanctions Byelaw (No. 9 of 1993) (but without prejudice to any other sub-paragraph of that paragraph).
  (4) Any direction given under sub-paragraph (2) may apply for any such period as may be specified in that direction, or until any further direction of the Council, or indefinitely.
  (5) Where the Council proposes to give a direction under sub-paragraph (2) in respect of a failure to comply with or satisfy any such condition or requirement as is referred to in paragraph 21(1), the Council shall consider whether it would not be more appropriate in the circumstances for a direction to be given to the underwriting member concerned under paragraph 25(3)(c).
  (6) Save in circumstances falling within sub-paragraph (1)(b) and save as is provided in sub-paragraph (7), the Council shall, before exercising any power conferred by sub-paragraph (2)—
	(a)	by notice in writing inform the underwriting member concerned of the reasons why the exercise of the power is being considered and of the terms of the proposed direction; and
	(b)	permit that underwriting member to make representations within such period as the Council may require.
  (7) If in the opinion of the Council, any power conferred by sub-paragraph (2) is required to be exercised immediately, the Council may exercise that power without having first taken the steps referred to in sub-paragraph (6).
  (8) In any case falling within sub-paragraph (7) the Council shall—
	(a)	as soon as possible after the direction is given inform the underwriting member to whom it is given of the reasons for the direction; and
	(b)	permit that underwriting member to make representations to the Council within such period as the Council may require;
and where such representations are received, the Council shall reconsider the direction and the exercise of the power under sub-paragraph (2).
  [. . .]
  (10) The Council shall give notice of the terms of any direction made in respect of an underwriting member under sub-paragraph (2) to any relevant members’ agent, […] or managing agent acting on behalf of that underwriting member, and each underwriting agent or […] so notified shall use its best endeavours to ensure compliance with that direction.
NOTE
Part F—Special Provisions for Avoidance of Risk to Lloyd’s Policies
25. Restrictions on underwriting
  (1) For the purpose of ensuring that the security of policies underwritten at Lloyd’s is not prejudiced, the Council may in its discretion exercise the powers of control set out in this paragraph and paragraph 26.
  (2) If at any time it appears to the Council that—
	(a)	a member is in breach of paragraph 26(1), 29(1), 30(1) or 31;
	(b)	a member is in breach of any condition or requirement made under paragraph 26(2) and applicable to him;
	(c)	a managing agent is in breach of paragraph 27(1) or (3), or 28;
	(d)	following a notification under paragraph 27(3) or 28 circumstances so require;
	(e)	the overall premium limit, general business premium limit, long term business premium limit or any class premium limit or member’s syndicate premium limit for the time being applicable to an underwriting member has been or is likely to be exceeded;
	(f)	the amount and spread of a corporate member’s syndicate participation give rise to an unacceptable risk to the Central Fund [or the New Central Fund] and other resources of the Society;
the Council may give such directions as it thinks fit.
NOTE
  (3) Without prejudice to the generality of sub-paragraph (2), such directions may include a direction that a member or members—
	(a)	cease underwriting insurance business, or insurance business of a specified class or specified classes, at Lloyd’s, or through a specified syndicate or specified syndicates at Lloyd’s;
	(b)	reduce to, or below, such level as may be specified the level of insurance business, or insurance business of a specified class or specified classes, thereafter underwritten at Lloyd’s, or through a specified syndicate or specified syndicates at Lloyd’s; or
	(c)	provide within a specified period and maintain additional security in such amount and form and subject to such conditions and requirements as the Council may specify and, or alternatively, show financial resources of such an additional amount as the Council may specify.
  (4) Save as provided in sub-paragraph (5), the Council shall, before exercising any power conferred by sub-paragraph (2)—
	(a)	by notice in writing inform the person or persons to whom any direction is proposed to be given of the reasons why the exercise of the power is being considered and of the terms of the proposed direction; and
	(b)	permit that person or those persons to make representations within such period as the Council may require.
  (5) If in the opinion of the Council the power conferred by sub-paragraph (2) is required to be exercised immediately, the Council may exercise that power without having first taken the steps referred to in sub-paragraph (4).
  (6) In any case falling within sub-paragraph (5) the Council shall—
	(a)	as soon as possible inform the person or persons to whom a direction is given of the reasons for the direction; and
	(b)	permit the person or persons to make representations within such period as the Council may require;
and where such representations are received, the Council shall reconsider the direction and the exercise of the power under sub-paragraph (2).
  (7) Any direction given under sub-paragraph (2) may apply for any such period as may be specified in that direction, or until any further direction of the Council, or indefinitely.
  [. . .]
  (9) The Council shall give notice of the terms of any direction made in respect of an underwriting member under sub-paragraph (2) to any relevant members’ agent, […] or managing agent acting on behalf of that underwriting member, and each underwriting agent or […] so notified shall use its best endeavours to ensure compliance with that direction.
NOTE
26. No underwriting otherwise than at Lloyd’s
  (1) Without the prior written consent of the Council, no individual member who is an underwriting member shall personally or through any agent, whether alone or jointly with any other person or otherwise howsoever, underwrite on his own account insurance business of any kind except at Lloyd’s.
  (2) The Council shall not give its consent for the purposes of sub-paragraph (1) without first prescribing and imposing such conditions and requirements as it may think fit for the purpose referred to in paragraph 25(1) to be complied with by the underwriting member concerned.
  (3) Without prejudice to the generality of the foregoing, any conditions or requirements prescribed under sub-paragraph (2) may include—
	(a)	limits on the insurance business permitted to be underwritten by that underwriting member, and
	(b)	requirements for the provision to the Council of such information relating to such insurance business as the Council may specify.
27. Concentration in syndicate
  (1) Without the prior written consent of the Council, but subject to sub-paragraph (2), no managing agent shall, in any year of account, manage or (as the case may be) continue to manage any syndicate in relation to which—
	(a)	the member’s syndicate premium limit of a single member;
	(b)	the aggregate of the member’s syndicate premium limits of two or more corporate members which are connected companies; or
	(c)	the aggregate of the member’s syndicate premium limits of all members of the syndicate which are corporate members;
exceed the percentages prescribed by the Council of the syndicate allocated capacity of that syndicate.
  (2) There shall be no breach of sub-paragraph (1) where the only reason why any percentage specified for the purposes of (a), (b) or (c) of that sub-paragraph is exceeded is that one or more members of a syndicate have ceased to be members of the syndicate concerned otherwise than at the end of the year.
  (3) Where but for sub-paragraph (2) there would be a breach of sub-paragraph (1), the managing agent shall promptly disclose to the Council in writing such information as the Council may prescribe for the purposes of this sub-paragraph.
  [(4) In exercising its powers under sub-paragraph (1), the Council may set:
	(i)	different percentages in respect of different classes of member; and
	(ii)	different percentages in respect of syndicates which carry on different classes of business.]
NOTE
28.  Disclosure of concentration in syndicate
  Where, in respect of any syndicate for a particular year of account—
	(a)	the member’s syndicate premium limit of a single member; or
	(b)	the aggregate of the member’s syndicate premium limits of two or more corporate members which are connected companies;
exceed the percentages prescribed by the Council of the syndicate allocated capacity of a syndicate, the managing agent of that syndicate shall promptly disclose to the Council in writing such information as the Council may prescribe for the purposes of this paragraph.
29. Spread of syndicate participation and disclosure
  (1) Without the prior written consent of the Council, but subject to sub-paragraph (2), no underwriting member may have a member’s syndicate premium limit for any syndicate which exceeds a percentage prescribed by the Council of that member’s overall premium limit.
  (2) There shall be no breach of sub-paragraph (1) where the only reason why the percentage specified for the purposes of that sub-paragraph is exceeded is that one or more members of a syndicate have ceased to be members of the syndicate concerned otherwise than at the end of the year.
  (3) In exercising its powers under sub-paragraph (1), the Council may set—
	(a)	different percentages in respect of different classes of member, and
	(b)	different percentages in respect of syndicates which carry on different classes of insurance business.
30. No other person to share underwriting
  (1) No underwriting member shall underwrite insurance business at Lloyd’s otherwise than for his own account.
  (2) Subject to sub-paragraph (3), no underwriting member shall [except with the consent of Council] enter into any arrangement the effect of which shall be that—
	(a)	he may participate in the profit or loss which may accrue to another member from underwriting insurance business at Lloyd’s; or
	(b)	any other person except the Society may participate in the profit or loss which may accrue to him from his underwriting insurance business at Lloyd’s [;
	(c)	and in giving its consent under this sub-paragraph (2) the Council may impose such conditions and requirements as it may think fit and may add to, alter or withdraw any condition or requirement so imposed.]
NOTE
  (3) Sub-paragraph (2) shall not prevent an underwriting member from—
	(a)	entering into an agreement whereby as a member of a syndicate he is required to take over all or any part of the underwriting business at Lloyd’s of another member of that syndicate who ceases to underwrite through that syndicate during a year;
	(b)	allowing an underwriting agent or a person employed by it, a [[…]] or a coverholder or other person authorised to accept insurance business on his behalf to take a commission on, or share of, the profit derived from his underwriting insurance business at Lloyd’s by way of remuneration for his services; [. . .]
	[(ba)	in the case of a corporate member, entering into any arrangement approved by the Council with an approved credit institution or with any third party concerning the provision of any letter of credit or guarantee that is to form part of the funds at Lloyd’s of such corporate member, the effect of which would be that:
	(i)	such institution as a result of any charge, fee or commission to be made or charged by it for the provision of such letter of credit or guarantee; or
	(ii)	such other party as a result of any charge, fee or commission to be made or charged by it for providing any security to such institution in respect of such letter of credit or guarantee;
		may participate in the profit or loss which might accrue to such corporate member from underwriting insurance business at Lloyd’s;]
	(c)	entering into reinsurance arrangements whether by way of quota share or otherwise; [or
	(d)	assigning profit primarily for the purpose of effectuating an abandonment or proving worthlessness in either case for United States Federal Income Tax Purposes.]
NOTE
31. Members broking at Lloyd’s
  Except with the consent of the Council, no member of the Society shall broke insurance business at Lloyd’s.
Part G—Corporate Members: Accounting Requirements and Audits
32. Maintenance of accounting records
  (1) Subject to sub-paragraph (2), every corporate member which is not a company to which sections 221 and 222 of the Companies Act 1985 (accounting records) apply shall cause such accounting records to be kept and preserved, and (where applicable) such accounts and returns to be sent to Great Britain, as will ensure that it will at all times comply with those sections if they applied to it.
  (2) For the purposes of sub-paragraph (1), references in sections 221 and 222 of the Companies Act 1985 to the company’s balance sheet and profit and loss account prepared in accordance with Part VII of the Companies Act 1985 and complying with the requirements of that Act shall be deemed, in relation to companies which prepare
accounts in accordance with paragraph 33(1)(b) or under legislation falling within paragraph 33(2)(b), to be references to preparing a balance sheet and profit and loss account in accordance with, and complying with, the requirements agreed by the Council or with the requirements of the law of the member state in which the corporate member is incorporated (as the case may be).
  (3) Every corporate member shall preserve its accounting records for such period as may be prescribed by the Council.
33. Accounts
  (1) Subject to sub-paragraph (2), every corporate member which is not a company to which Part VII of the Companies Act 1985 applies shall, in respect of every financial year ending after it becomes a member of the Society, prepare accounts—
	(a)	containing information equivalent to the information which they would be required to contain if the corporate member were a company to which Part VII of the Companies Act 1985 applied (provided that the provisions of sections 246 to 249 of the Companies Act 1985 shall be deemed not to apply); or
	(b)	in such other form and containing such information as the Council may agree (whether generally or in relation to a particular case).
  (2) Sub-paragraph (1) shall not apply to a corporate member which—
	(a)	is incorporated in any member state for the time being of the European Economic Community other than the United Kingdom; and
	(b)	is required by the law of that member state to prepare accounts in accordance with legislation implementing the Fourth Council Directive (78/660/EEC), as amended from time to time;
provided that it does not avail itself of the benefit of any of the exemptions contained in articles 11, 27, 44 or 45 of that directive.
34. Supplementary statements
  Every corporate member shall complete supplementary financial statements in the prescribed form and made up to a date prescribed by the Council and shall, unless the Council prescribes an alternative date for filing, file them as part of the annual return under paragraph 16.
35. Accounts etc. to be examined by auditor
  (1) Every corporate member shall procure that all accounts, statements, declarations, returns and other documents to which this paragraph applies be examined by an auditor, approved in writing by the Council—
	(a)	who, in the case of a corporate member which is a company to which Part VII of the Companies Act 1985 applies, is the auditor of the corporate member;
	(b)	who, in the case of a corporate member which is incorporated in any member state for the time being of the European Economic Community other than the United Kingdom, is qualified to act as an auditor of a company for the purposes of the legislation of that member state which implements the Eighth Council Directive (84/253/EEC);
	(c)	who, in any other case, has qualifications to act as the auditor which are acceptable to the Council (whether generally or in a particular case);
and that the auditor shall prepare reports in the terms required by paragraph 36.
  (2) This paragraph applies—
	(a)	(i)in the case of a corporate member which is a company to which Part VII of the Companies Act 1985 applies, to its individual accounts (as defined in section 226 of that Act);
		(ii)in the case of a corporate member which falls within paragraph 33(2), to its accounts prepared in accordance with that paragraph;
		(iii)in the case of any other corporate member, to its accounts prepared under paragraph 33(1);
	(b)	if the Council so requires, to any supplementary statements required by paragraph 34;
	(c)	if the Council so requires, to any declaration of compliance; and
	(d)	to such other documents as the Council may specify.
  [(3) The requirement to appoint an auditor under this paragraph applies notwithstanding any exemption under sections 249A to 249E of the Companies Act 1985.]
NOTE
36. Form of auditors’ reports
  (1) The forms of auditors’ report referred to in paragraph 35 are as specified in the following provisions of this paragraph.
  (2) In the case of accounts to which paragraph 33(1)(a) or 35(2)(a)(i) applies, the report shall state the matters required by the Companies Act 1985 together with such additional matters as the Council may require.
  (3) In the case of a corporate member which falls within paragraph 33(2), the report shall state the matters which it is required to state by the legislation falling within paragraph 33(2)(b) ignoring the effect of any legislation of the member state concerned which implements the provisions of article 51(2) of the Fourth Council Directive (78/660/EEC), as amended from time to time, together with such additional matters as the Council may require.
  (4) In the case of accounts prepared in accordance with paragraph 33(1)(b) the report shall be in such form and contain such information as the Council may agree (whether generally or in relation to a particular case).
  (5) In the case of any other document, the report shall be in the prescribed form.
37. Auditors’ undertakings
  (1) The Council may require a candidate which is a body corporate or a corporate member—
	(a)	to procure that its auditor execute an undertaking to the Council, in such form and manner as the Council may specify, containing provisions to the effect, or substantially to the effect, set out in sub-paragraph (2) together with any such other provisions as the Council may specify; and
	(b)	to execute a form of consent and waiver, in such form and manner as the Council may specify, by which the candidate or corporate member will confirm to the Council and to the auditor that it consents to the auditor’s providing to the Council all such information and documents as it may be required to provide in pursuance of the undertaking referred to in sub-paragraph (a) and will waive, so far as necessary for that purpose, any right of confidentiality in respect of such information and documents.
  (2) The provisions referred to in sub-paragraph (1)(a) are—
	(a)	an undertaking that the auditor will comply with the requirements of this Part G applicable to him as the auditor of the candidate or the corporate member;
	(b)	an undertaking that the auditor will—
	(i)	use his best endeavours, to the extent that he may do so lawfully and ethically, having regard to any relevant guidance on confidentiality, to provide to the Council such information or opinions in relation to matters of which the auditor has become aware in his capacity as auditor of the candidate or the corporate member for the purpose of the exercise of powers contained in Lloyd’s Acts 1871 to 1982 or in byelaws or regulations made thereunder, whether or not in response to a request by or under the authority of the Council; and
	(ii)	upon reasonable notice requiring him to do so, attend before the Council or any authorised person; and
	(c)	an undertaking that the auditor will not continue in the office of auditor of the candidate or the corporate member in circumstances where he could reasonably be regarded as not independent.
  (3) For the purposes of this byelaw relevant guidance on confidentiality means either—
	(a)	any rules or guidance on confidentiality made or issued by any body of accountants of which the auditor is a member which have been approved by the Council as satisfactory for the purposes of this byelaw; or
	(b)	any rules or guidance on confidentiality made or issued by the Council for the purposes of this byelaw.
38. Rights of auditors
  (1) Every corporate member shall allow its auditor a right of access at all times to its accounting and other records.
  2) Every corporate member and every director of a corporate member shall provide to the auditor of that corporate member such information and explanations as the auditor thinks necessary for the performance of his duties.
  (3) If an auditor of a corporate member has not obtained all the information and explanations which, to the best of his knowledge and belief, are necessary for the purposes of his audit, he shall state that fact in his report.
  (4) No corporate member and no director of a corporate member shall fail to give to an auditor of that corporate member any information or explanation required by him under sub-paragraph (2), or shall in giving or purporting to give any information or explanation which the auditor so requires, or is entitled so to require, knowingly or recklessly make a statement which is misleading, false or deceptive in a material particular.
  (5) References in this paragraph to an auditor include a person carrying out a further examination pursuant to a direction given under paragraph 39.
39. Further examination of accounts and other documents
  (1) If in any case it appears to the Council that there is good reason to do so, the Council may direct any corporate member to submit for further examination by a person designated by the Council—
	(a)	any accounts, statement, declaration or other document on which the auditor of that corporate member has reported under paragraph 35; or
	(b)	such matters contained in any such accounts, statement, declaration or other document as are specified in the direction;
and may receive from the person making the further examination a report of his conclusions.
  (2) Any further examination and report required by a direction under this paragraph shall be carried out and made within such time as is specified in the direction or within such further time as the Council may allow and shall be at the expense of the corporate member concerned.
  (3) The Council may if it thinks fit pay to the person making the further examination all or any part of the remuneration due to him in respect of his examination and report, and the corporate member concerned shall be liable to reimburse to the Society on demand all sums so paid.
  (4) A corporate member to which a direction is given under this paragraph shall do everything in its power to procure that the auditor of the corporate member and every other person who has advised or dealt with the corporate member and is or may be able to provide relevant information or explanation affords to the person who is to carry out the further examination all such assistance as he may require.
  (5) The Council may disclose the report of a person making a further examination under this paragraph to such persons and in such manner as it thinks fit.
Part H—Resignation, Revocation and Cessation of Membership
40. Resignation
  (1) An underwriting member may resign from membership of the Society by giving to the authorised person written notice of resignation which shall take effect at the year end following the date as from which the last year of account of every syndicate of which the resigning member was a member remaining open was closed by reinsurance to close.
  (2) Subject to sub-paragraphs (8), (9) and (10) an underwriting member who has given notice of resignation under this paragraph shall at the end of the year in which the notice is given (or if the notice is given after [20 October] of that year at the end of the following year) cease to be an underwriting member and become a non- underwriting member, and shall not thereafter undertake any insurance business at Lloyd’s: provided that he shall not be treated as being in breach of this sub-paragraph by reason only that after he becomes a non-underwriting member business may continue to be underwritten on his behalf under a contract entered into before he ceases to be an underwriting member.
NOTE
  (3) A non-underwriting member (other than a former underwriting member who has become a non-underwriting member by virtue of sub-paragraph (2)) may resign from membership of the Society by giving to the authorised person written notice of resignation: provided that such a notice of resignation shall not take effect before the year end following the date as from which the last year of account of every syndicate of which the resigning member was a member remaining open was closed by reinsurance to close.
  (4) Subject to sub-paragraphs (8), (9) and (10) and to Lloyd’s Acts 1871 to 1982 and any other byelaws made or to be made thereunder, a resigning member shall cease to be a member of the Society—
	(a)	in the case of a notice of resignation given under sub-paragraph (1), at the end of the period referred to in that sub-paragraph; and
	(b)	in the case of a notice of resignation given under sub-paragraph (3), at the later of—
	(i)	the expiry of the notice of resignation; or
	(ii)	the end of the period referred to in the proviso to that sub- paragraph.
  (5) The resigning member shall, after the end of the appropriate period referred to in sub-paragraphs (1) and (3), unless he has previously made arrangements concerning the winding up of his underwriting business which are in the opinion of the Council satisfactory, do all such acts and things and make all such arrangements in relation to the winding up of his underwriting business as the Council may in its sole discretion direct.
  (6) If the resigning member fails to comply with any direction given under sub-paragraph (5) the Council may—
	(a)	wind up the underwriting accounts of the resigning member and make such other arrangements in relation thereto as it considers appropriate; and
	(b)	pay, dispute or compromise any claims made against the resigning member.
  (7) A resigning member in respect of whom the Council has exercised its powers under sub-paragraph (5) shall pay to the Society on demand such sums (if any) as the Council may from time to time certify to be in its opinion required for the discharge of the liabilities of the resigning member or for any other purpose incidental to such winding up, including, without limiting the generality of the foregoing, the fees and expenses of any accountants, solicitors or other advisers or agents employed by the Council in or in connection with such winding up. Any sums so certified shall be recoverable by the Society from the resigning member as a civil debt.
  (8) Without prejudice to sub-paragraphs (9) and (10) the Council—
	(a)	may permit the giving of a notice of resignation to take effect before the end of the period referred to in sub-paragraph (1) (but in any event not before the year end of the year following that in which it is given) and may direct that an underwriting member shall cease to be an underwriting member and become a non-underwriting member at the end of the year in which the notice is given notwithstanding that it is given later than 31st August;
	(b)	may at any time before the end of the appropriate period referred to in sub-paragraphs (1) and (3) shorten or extend as it considers appropriate the period at the end of which the resigning member shall cease to be a member of the Society; and
	(c)	may at any time before the resigning member ceases to be a member of the Society accept written notice of the resigning member’s withdrawal of his resignation on such terms and conditions as it thinks fit: provided that such notice has been given before the date on which the resigning member would have ceased to be a member of the Society under the provisions of this paragraph.
  (9) Where the Council has undertaken to notify a member of the Society on or before a specified date in any year of the rate of the annual subscription under the Membership (Entrance Fees and Annual Subscriptions) Byelaw (No. 9 of 1987, 105) or of any contribution to the Central Fund under paragraph 4 of the Central Fund Byelaw (No. 4 of 1986, 506) [or of any contribution to the New Central Fund under paragraph 4 of the New Central Fund Byelaw (No. 23 of 1996, 522)] which the Council proposes to prescribe or levy for the next succeeding year, if that member gives written notice of resignation within 30 days after the date of notification and in any event prior to 1st January of the next succeeding year, that member shall become a non-underwriting member at the end of the year in which the notice is given.
NOTE
  (10) Where the Council has undertaken to a member of the Society that it will not amend—
	(a)	provisions of specified byelaws; or
	(b)	provisions of any agreement in the terms of any standard agreement;
in a way which will have an adverse effect on the member concerned as an underwriting member without giving that member an opportunity to cease to be an underwriting member before 1st January of the year in which the amendment is to take effect, it shall, if necessary, exercise its powers in sub-paragraph (8)(a) so as to direct that the member concerned shall become a non-underwriting member before that date.
41. Cessation for not underwriting
  (1) Subject to paragraph 3(10), where an underwriting member is not underwriting insurance business at Lloyd’s and has not done so for three or more consecutive years of account, then the Council may declare his membership to have ceased.
  (2) Before exercising the power conferred by this paragraph, the Council shall—
	(a)	inform the underwriting member concerned that the exercise of that power is being considered; and
	(b)	permit the underwriting member to make representations concerning the proposed exercise of the power within such period as the Council may require.
42. Corporate member not fit and proper
  (1) The Council may declare that a corporate member shall forthwith cease to be a member, or require it to cease underwriting, if it appears to the Council that it is not a fit and proper person to be a member, whether or not as a result of a review under paragraph 11.
  (2) Before the Council makes any declaration under sub-paragraph (1), the Council shall—
	(a)	inform the member in writing of its intention and of the grounds for the intended declaration; and
	(b)	allow the member to make representations as to the intended declaration within such period as the Council may prescribe.
  (3) If in the opinion of the Council the power conferred by sub-paragraph (1) is required to be exercised immediately the Council may exercise such power without having first taken the steps referred to in sub-paragraph (2).
  (4) In any case falling within sub-paragraph (3) the Council shall—
	(a)	as soon as possible inform the member concerned of the reasons for the declaration; and
	(b)	permit the member to make representations within such period as the Council may require;
and where such representations are received, the Council shall reconsider the declaration and the exercise of the power under sub-paragraph (1).
43. Revocation of membership on conviction of a reportable criminal offence
  (1) Where a member of the Society has been convicted of a reportable criminal offence by a court in the United Kingdom or elsewhere the Council shall revoke his membership of the society with effect from such date as the Council shall determine: provided that the Council shall not revoke membership where it is satisfied that the nature and circumstances of the conviction do not render the member unsuitable to continue in membership of the Society.
  (2) The findings of fact and decision of any court, whether in the United Kingdom or elsewhere, shall be conclusive evidence of fact, conviction and sentence unless, to the knowledge of the Council, the conviction has been set aside on appeal or otherwise.
  (3) Where the Council has reason to suspect that a member of the Society or a person who is a director of […] a member has been convicted of a reportable criminal offence, the Council, may, in its absolute discretion, require the [member or director] concerned to provide information, documents or other materials relating to the alleged offence.
NOTE
44. Notification, procedure and powers incidental to revocation under paragraph 43
  (1) Not later than 28 days before the date on which the Council proposes to consider revoking membership under paragraph 43 the Council shall give to the member concerned—
	(a)	written notice that the Council is to consider revoking membership and of the date on which the matter is to be considered;
	(b)	a written statement identifying the offence in respect of which it is alleged that the member has been convicted and, if known, the sentence and the court and date of conviction; and
	(c)	a copy of paragraphs 14(4), 43 and this paragraph of this byelaw.
  (2) A member on whom a notice has been served under sub-paragraph (1) shall be permitted to make representations to the Council.
  (3) A member wishing to make representations under sub-paragraph (2) shall, not later than 14 days before the date on which the Council proposes to consider revoking his membership, give to an authorised person written notice of his intention to make oral representations or a copy of any written representations, or both, as the case requires.
  (4) Subject to this paragraph, the Council shall determine any procedural question in such manner as it considers most suitable for the clarification of the issues and generally for the just handling of the matter.
  (5) Where the Council revokes membership under paragraph 43 the Council shall give written notice to the member concerned of the revocation of his membership, of the date on which it is to take effect and of his right of appeal.
45. Revocation for breach of condition or requirement
  (1) Without prejudice to the powers of the Council under Lloyd’s Acts 1871 and 1982 and any byelaw or regulation made thereunder, if it appears to the Council that a member of the Society fails to comply with or to satisfy any condition or requirement of admission to, or continuing, membership of the Society (other than a financial condition or requirement) prescribed by the Council under this byelaw and for the time being applicable to him the Council may revoke his membership.
   (2) Any such failure by a member of the Society as is referred to in sub-paragraph (1) shall not of itself constitute misconduct within the meaning or for the purposes of paragraph 1(a), (b) or (c) of the Misconduct, Penalties and Sanctions Byelaw (No. 9 of 1993) (but without prejudice to any other sub-paragraph of that paragraph).
  (3) Before exercising the power conferred by sub-paragraph (1) the Council shall—
	(a)	inform the member of the Society concerned that the exercise of that power is being considered; and
	(b)	permit the member of the Society to make representations concerning the proposed exercise of the power within such period as the Council may require.
46. Bankruptcy and insolvency
  (1) Where a member of the Society is adjudicated bankrupt or adjudicated or declared insolvent by the due process of law of any country within the European Economic Community, the Council shall forthwith declare his membership to have ceased, provided that if such adjudication or declaration is set aside on appeal or otherwise, or the Council’s declaration is set aside on appeal under the byelaw entitled “Appeal Tribunal” (No. 7 of 1983), then the Council shall forthwith cancel its declaration.
  (2) The Council may declare that a member of the Society shall forthwith cease to be a member, or may require him to cease underwriting, if an insolvency event occurs in relation to that member: provided that if any insolvency event is set aside on appeal or otherwise, or the Council’s declaration or requirement is set aside on appeal under the byelaw entitled “Appeal Tribunal” (No. 7 of 1983), then the Council shall forthwith cancel its declaration and any such requirement shall no longer apply.
  (3) Before the Council makes any declaration under sub-paragraph (2) the Council shall—
	(a)	inform the member in writing of its intention and of the grounds for the intended declaration; and
	
	(b)	allow the member to make representations as to the intended declaration within such period as the Council may prescribe.
  (4) If in the opinion of the Council the power conferred by sub–paragraph (2) is required to be exercised immediately, the Council may exercise such power without having first taken the steps referred to in sub–paragraph (3).
  (5) In any case falling within sub–paragraph (4) the Council shall—
	(a)	as soon as possible inform the member concerned of the reasons for the declaration; and
	(b)	permit the member to make representations within such period as the Council may require;
and where such representations are received, the Council shall reconsider the declaration and the exercise of the power under sub–paragraph (2).
  (6) The Council shall give notice of the terms of any declaration made in respect of a member of the Society under sub–paragraph (1) or (2) to any […], members’ agent or managing agent acting on behalf of that member.
  (7) The production of a receiving order in bankruptcy or an adjudication of bankruptcy or a declaration or adjudication of insolvency or any other order of a kind referred to in the definition of insolvency event by a Court sealed, stamped or otherwise duly certified by the Court in question shall, unless that order declaration or adjudication has been set aside on appeal or otherwise, be conclusive evidence of the fact that the order, declaration or adjudication has been made by the due process of law of the relevant country.
NOTE
47. Declaration of war
  (1) In the event of a declaration of war or the commencement of hostilities between the United Kingdom and any country—
	(a)	if a corporate member is constituted or incorporated in or under the laws of that country;
	(b)	if any member—
	(i)	is a national of, resident, domiciled or carrying on business in that country; or
	(ii)	is controlled by any person falling within sub–paragraph (a) or (b)(i);
the Council may exercise the powers set out in sub–paragraph (2) in relation to the member concerned.
  (2) In relation to any member falling within sub–paragraph (1)(a) or (b), the Council may—
	(a)	require such member to cease underwriting insurance business at Lloyd’s for such period and on such terms as the Council may prescribe; or
	(b)	declare his membership of the Society to have ceased.
  (3) Before exercising the powers conferred by this paragraph the Council shall—
	(a)	take such steps as shall reasonably be within its power to inform the member concerned that the exercise of such power is being considered; and
	(b)	permit that member to make such representations concerning the proposed exercise of power within such period as the Council may require.
  (4) In relation to sub–paragraph (1), the definition of “control” in the Schedule to this byelaw shall not apply.
48. Consequences of revocation or cessation
  (1) Where membership has been revoked under any paragraph of this Part H or a person has ceased to be a member otherwise than by reason of death or resignation
the provisions of paragraph 40(5), (6) and (7) shall apply mutatis mutandis as if he had resigned on the date on which the revocation or cessation (as the case may be) takes effect.

   (2) Costs incurred either by the member of the Society or by the Society in connection with any revocation or proposed revocation under any paragraph of this Part H shall be at the discretion of the Council, which may order to whom, by whom and in what manner those costs or any part thereof shall be paid, and which shall determine the amount of such costs.
[48A. Requirements applying to former underwriting members
  (1) Any individual or any Scottish limited partnership who for any reason ceases to be a member of the Society shall during any subsequent period in which that individual or Scottish limited partnership may be obliged to carry out any contract of insurance underwritten by that individual or Scottish limited partnership as a member of the Society—
	(a)	in the case of an individual—
	(i)	notify the Secretary to the Council in writing of any change of address not later than one month after the change; and
	(ii)	make and maintain arrangements for the Secretary to the Council to be notified in writing in the event of his death; and
	(b)	in the case of a Scottish limited partnership notify the Council in writing of any change in its principal place of business not later than one month after the change.
  (2) The Council may require a member to execute and deliver or otherwise become a party to any prescribed form of deed, contract, undertaking or other document or instrument so as to give effect to the requirements in sub-paragraph (1).]
NOTE
PART I—MISCELLANEOUS AND GENERAL
49. Powers of Society as to set-off and application of funds
  If a member of the Society owes any sum or sums (including any fine) to the Society, the Society may without prejudice to any other remedy available to the Society—
	(a)	set off against such sum or sums any moneys payable by the Society to that member;
	(b)	after the satisfaction of all existing underwriting liabilities of a member, retain any assets beneficially owned by that member which are under its control, sell or otherwise realise such assets and apply any sale or realisation proceeds in discharging on his behalf such sum or sums.
50. Lloyd’s central file of interests in corporate members
  (1) The Council shall set up and maintain a central file of interests in corporate members and record in it information supplied to the Council under sub-paragraph (3).
  (2) The central file shall contain a separate section in respect of each corporate member.
  (3) Subject to sub-paragraph [(6)], any [approved run-off company,] […], [[…]] or underwriting agent which acquires or disposes of any interest in securities of—
	(a)	a corporate member, or
	(b)	a person who controls a corporate member;
shall promptly upon its becoming aware of such acquisition or disposal notify the Council in accordance with sub-paragraph (4).
NOTE
  (4) Any such notification shall be given in writing and shall set out—
	(a)	the nature of the transaction;
	(b)	the name of the issuer of the securities;
	(c)	the form and number of securities involved;
	(d)	the number of securities (if any) in which the person giving the notification has an interest following the transaction;
	(e)	the identity of each registered holder (if any) or, if none, legal owner, of those securities and the numbers of securities they each hold or own (as the case may be); and
	(f)	such other information as the Council may prescribe.
  (5) Information relating to interests in securities of a controller of a corporate member shall be included in that section of the central file which relates to the corporate member of which he has control.
  (6) The Council may exempt from disclosure under sub-paragraph (3) such classes of interest in securities as it may consider appropriate.
  (7) The central file shall be kept at the premises of the Society in the City of London.
  (8) The central file shall be open to inspection at such time or times as the Council may prescribe.
  (9) Any person may obtain a copy (whether in microfiche or such other convenient form as the Council may from time to time adopt) of any particulars inscribed in the central file on payment of such sum as the Council may prescribe.
[50A. Captive corporate members
  (1) The Council shall set up and maintain a central register of interests in captive corporate members and record information supplied to the Council under sub-paragraph (3).
  (2) The central file shall contain a separate section in respect of each captive corporate member.
  (3) Subject to paragraph 6, any person which acquires or disposes of any interest or securities of
	(a)	a captive corporate member; or
	(b)	a person who controls a captive corporate member;
shall promptly upon becoming aware of such acquisition or disposal notify the Council in accordance with sub-paragraph (4).
  (4) Any such notification shall be given in writing and shall set out:
	(a)	the nature of the transaction;
	(b)	the name of the issuer of the securities;
	(c)	the form and numbers of securities involved;
	(d)	the number of securities (if any) in which the person giving the notification has an interest following the transaction;
	(e)	the identity of each registered holder (if any) or, if none, legal owner, of those securities and the numbers of securities they each hold or own (as the case may be); and
	(f)	such other information as the Council may prescribe.
  (5) Information relating to interests in the securities of a controller of a captive corporate member shall be included in that section of the central file which relates to the captive corporate member of which he has control.
  (6) The Council may exempt from disclosure under sub-paragraph (3) such classes of interest in securities as it may consider appropriate.
  (7) The central file shall be kept on the premises of the Society.
  (8) The central file shall be open to inspection at such time or times as the Council may prescribe.
  (9) Any person may obtain a copy (whether on microfiche or other such convenient form as the Council may from time to time adopt) of any particulars prescribed in the central file on payment of such sum as the Council may prescribe.]
NOTE
51. Overseas bodies corporate
  (1) The Council may [admit] a body incorporated elsewhere than in a part of the United Kingdom to membership of the Society so long as the Council is satisfied, having regard to the constitution of the body and the law under which the body is incorporated, that the requirements and intent of this byelaw are or will be complied with.
  (2) The requirements of this byelaw shall apply to a body corporate falling within sub-paragraph (1) with any adaptation which the Council considers necessary.
NOTE
[51A. Scottish limited partnerships
  The Council shall have power to prescribe conditions and requirements in respect of Scottish Limited Partnerships which either modify or supplement the requirements of this byelaw and any requirements made under this byelaw in their application to Scottish Limited Partnerships.]
NOTE
52. Power of the Council to obtain information
  The byelaw entitled “Information and Confidentiality” (No. 21 of 1993, 417), in so far as it relates to any information, documents or other material required for the purposes of or in connection with any provision of this byelaw or any condition or requirement prescribed or direction given under any provision of this byelaw, shall apply as if the words “(including information, documents or other material relating to the affairs of principals and clients of Lloyd’s advisers, […], underwriting agents or other persons)” in paragraph 2 of that byelaw were deleted.
NOTE
53. Powers to prescribe etc.
  (1) The Council shall have power to prescribe the form and contents of —
	(a)	the declaration of compliance; and
	(b)	any documents referred to in this byelaw as being in the prescribed form.
  (2) The Council shall have power to prescribe —
	(a)	the procedures referred to in paragraphs 3(7) and 20(4);
	(b)	the events and information referred to in paragraphs 14(2)(f) and (3)(c)(iii);
	[(ba)	the fee payable under paragraph 14(8) and such fee may differ for different kinds of consent;]
	(c)	the dates referred to in paragraphs 15(1) and 34;
	(d)	who is to sign the declaration of compliance;

	(e)	the manner of notification for the purposes of paragraph 21(4);
	(f)	the percentages referred to in paragraphs 27(1), 28 and 29(1);
	(g)	the information referred to in paragraphs 27(3), 28 and 50(4)(f);
	(h)	the period referred to in paragraph 32(3);
	(i)	the additional matters referred to in paragraphs 36(2) and (3);
	(j)	the matters referred to in paragraphs 50(8) and (9).
NOTE
  (3) The Council shall have power to specify documents for the purposes of paragraph 35(2)(d).
  (4) The Council may set and change the period prescribed for sub-paragraphs 15(7) and 16(1) and (3), but no change which has the effect of shortening the period shall take effect earlier than six months after the date on which the change is announced.
54. Powers of the Council cumulative and exercisable from time to time
  Except in so far as it is expressly otherwise provided, any power conferred on the Council by any provision of this byelaw—
	(a)	is in addition to, and shall not be construed as limiting or being limited by, any other power of the Council, whether conferred by any other provision of this byelaw or otherwise; and
	(b)	may be exercised from time to time.
[54A. Power of Council to take into account information etc
  In exercising any of the powers or discretions conferred on it under this byelaw the Council may:
	(a)	subject to any contrary provisions in any other byelaw, have regard to any information in its possession from whatever source;
	(b)	establish or appoint such persons, committees or sub-groups as it thinks fit;
	(c)	consult with such persons and in relation to such matters as it may think fit; and
	(d)	have regard to any business or activities of any body or person, whether at Lloyd’s or elsewhere.]
NOTE
55. Service of notices and legal process
  (1) All legal proceedings, notices and other communications by the Society which require to be served upon or given to an individual member of the Society, including deceased or bankrupt members, shall for all purposes be deemed to be effectively served on such member or his personal representatives or trustee in bankruptcy if sent through the post to or left at the address of his members’ agent or if left for collection by that members’ agent at the address of the Society, in accordance with arrangements made between the members’ agent concerned and the Society.
  (2) If at any time an individual member does not have a members’ agent then such legal proceedings, notices and other communications shall be deemed to be effectively served on such member for all purposes if given to him personally or sent to him by post at the latest correspondence address of the member shown in the records of the Society.
  (3) All such legal proceedings, notices and other communications shall, on the death or bankruptcy of a member of the Society, be deemed to have been effectively served on his personal representatives or trustee in bankruptcy (as the case may be) if sent through the post to the address supplied to the Society by such personal representatives or trustee in bankruptcy (as the case may be) or (until such address has been so supplied) if sent through the post to the latest correspondence address of the member shown in the records of the Society.
  (4) Every corporate member of the Society which is incorporated in a jurisdiction outside the United Kingdom shall at all times maintain an agent for service of process in England which shall be—
	(a)	any member’s agent appointed by the corporate member concerned; or
	(b)	[…]
	(c)	[…] such other person with a place of business in England as the corporate member may have appointed for the purposes of this sub-paragraph and whose name and address have been notified in writing to an authorised person.
  (5) Where sub-paragraph (4)(c) applies, a corporate member shall appoint an agent with a place of business in England and shall notify the relevant authorised person in writing of the agent’s name and address.
  (6) All legal proceedings, notices and other communications by the Society which require to be sent to or served on a corporate member shall for all purposes be deemed to be effectively served on such member—
	(a)	if it has a members’ agent, if sent through the post to or left at the address of its members’ agent or if left for collection by that members’ agent at the address of the Society, in accordance with arrangements made between the members’ agent concerned and the Society;
	(b)	[…]
	(c)	if it has no members’ agent or […]—
	(i)	in the case of a corporate member which is incorporated in any part of the United Kingdom, if sent through the post to or left at its registered office for the time being; and
	(ii)	in the case of any other corporate member, if sent through the post to or left at the address of its agent appointed under sub-paragraph (4)(c).
  (7) Any legal proceedings, notices and other communications which are—
	(a)	sent to a member of the Society or its agent by post shall be deemed to have been effectively served by properly addressing, prepaying and posting a letter containing such legal proceedings, notice or other communication and shall be deemed to have been received 72 hours from the time of posting;
	(b)	left at the address of the members’ agent […] or left for collection by that members’ agent or […] at the address of the Society, in accordance with arrangements made between the members’ agent […] shall be deemed to have been received on the date so left;

	(c)	if left at the address of an agent appointed under sub-paragraph (5) or at the registered office of a corporate member shall be deemed to have been received on the date so left.
  (8) All legal proceedings, notices and other communications by the Society which require to be served on or given to a director or manager of a corporate member shall for all purposes be treated as effectively served or given if delivered to him or sent to him care of the corporate member in accordance with sub-paragraph (6).
NOTE
56. Revocation
  The Membership Byelaw (No. 9 of 1984) is hereby revoked.
57. Commencement and saving provisions
  (1) This byelaw shall come into force on 8 September 1993.
  (2) Section 17(2)(b) of the Interpretation Act 1978 shall have effect in relation to any condition or requirement made or other thing done under the Membership Byelaw (No. 9 of 1984) as if that condition, requirement or other thing were subordinate legislation made or another thing done under an enactment.
Schedule. Interpretation
  1. In this byelaw, unless the context otherwise requires—
  [“approved credit institution” means, in relation to any of the following purposes:
	(i)	holding sums comprising premiums trust funds held under a premiums trust deed;
	(ii)	holding sums comprising a member’s funds at Lloyd’s;
	(iii)	providing guarantees and issuing or confirming letters of credit comprising a member’s funds at Lloyd’s;
	(iv)	issuing certificates of deposit which are authorised investments; or
	(v)	issuing or guaranteeing loan notes to be comprised in a member’s funds at Lloyd’s,
	a credit institution approved by the Council for that purpose;]
NOTE
“arrangement” includes any agreement or arrangement whether or not intended to be enforceable by legal proceedings and whether or not evidenced in writing;
“authorised person” means in any provision of this byelaw an officer or employee of the Society authorised by the Council to discharge the duties and functions specified therein;
“candidate” has the meaning given in paragraph 3(2)(c) of this byelaw;
[“captive corporate member” means the corporate member who constitutes a captive syndicate;
“captive syndicate” means a syndicate which derives, or proposes in its annual syndicate business plan to derive, 25 per cent or more of the syndicate premium income from underwriting group company insurance business;]
NOTE
“central file” means the file established under paragraph 50(1) of this byelaw;
“Central Fund” has the meaning given in the Schedule to the Central Fund Byelaw (No. 4 of 1986, 506);
“class of insurance business” means a class of insurance business for the time being designated by the Council as forming a separate class for the purposes of this byelaw and comprising risks of such description as the Council may specify, and so that different classes may be so designated for the purposes of different provisions of this byelaw;
“class premium limit” means, in relation to an underwriting member, the limit for the time being prescribed on the amount of insurance business of any class which is to be underwritten on his behalf from time to time, such limit being expressed as the maximum permissible amount of his premium income arising out of insurance business of that class allocable to any year of account;
“constitution” means all instruments conferring, defining, recording or restricting the capacity or powers of a corporate member, regulating the management of its affairs or otherwise relating to its constitution;
[“corporate adviser” has the meaning given in the Underwriting Agents Byelaw (No. 4 of 1984, 101)]
NOTE
“corporate member” means a member of the Society which is a body corporate [or a Scottish limited partnership];
NOTE
“coverholder” has the meaning given in the Schedule to the Binding Authorities Byelaw (No. 9 of 1990, 314);
“declaration of compliance” has the meaning given in paragraph 15(1) of this byelaw;
“funds at Lloyd’s” has the meaning given in paragraph 4 of this byelaw;
[“general business” means the business of effecting and carrying out general insurance contracts];
NOTE
“general business premium limit” means, in relation to an underwriting member, the limit for the time being prescribed on the amount of general business which is to be underwritten on his behalf from time to time, such limit being expressed as the maximum permissible amount of his premium income arising out of general business allocable to any year of account;
[“general insurance contract” means any contract of insurance falling within Part I of Schedule 1 to the Regulated Activities Order;]
NOTE
[“general partner” means a company which is registered as a general partner of a Scottish limited partnership pursuant to the Limited Partnerships Act 1907;]
NOTE
[“group company” means, in relation to a company, any subsidiary undertaking or any holding company of that company and any subsidiary of such holding company;
“group company insurance business” means either:
	(i)	insurance business in relation to which the insured is a group company of a corporate member which underwrites or proposes to underwrite that insurance business; or
	(ii)	reinsurance of risks in relation to which the original assured is a group company of the corporate member which reinsures or proposes to reinsure the risk;]
NOTE
“holding company” has the meaning given in section 736 of the Companies Act 1985;
“individual member” means a member of the Society who is an individual;
“insolvency event” means—
	(a)	in relation to an individual member, the making of a receiving order in bankruptcy against such member by the due process of law of any country, such member making or proposing any composition with his creditors or otherwise acknowledging his insolvency, or being adjudicated bankrupt or adjudicated or declared insolvent by the due process of law of a country outside the European Economic Community; […]
	(b)	in relation to a corporate member [which is a body corporate], its making or proposing any composition with its creditors or other- wise acknowledging its insolvency, a proposal being made in respect of it under section 2 of the Insolvency Act 1986, a bankruptcy order being made against it by the due process of law of any country, its being adjudicated or declared insolvent by the due process of law of any country, an order being made or resolution being passed for its winding up or dissolution, an administration order being made in respect of it under section 9 of the Insolvency Act 1986,
		a receiver, trustee or analogous officer being appointed in respect of the whole or any material part of its property or assets, its directors presenting or filing in any court a petition in respect of its bankruptcy, winding up or other insolvency or which seeks any reorganisation, dissolution or similar relief or there occurring an event in any jurisdiction which is analogous to any of the foregoing events[;]
	[(c)	in relation to a corporate member which is a Scottish limited partnership, granting a Trust Deed for or making or proposing any composition with its creditors or otherwise acknowledging its insolvency, the award by a court of an order of sequestration in respect of it or any of its general partners under the Bankruptcy (Scotland) Act 1985, a bankruptcy order being made against it by the due process of law of any country, its being adjudicated or declared insolvent by the due process of law of any country, an order being made or resolution passed for its winding up or dissolution, a judicial factor, a receiver, trustee or analogous officer being appointed in respect of the whole or any material part of its property or assets, its partners or any one of them presenting or filing a petition for its sequestration in respect of its bankruptcy, winding up or insolvency or which seeks any reorganisation, dissolution or similar relief, or there occurring any event which would otherwise render it apparently insolvent in terms of section 7 of the Bankruptcy (Scotland) Act 1985, or an event in any jurisdiction which is analogous to any of the foregoing events.]
NOTE
“introductory commission” means any commission or other remuneration or benefit, including any continuing commission, remuneration or benefit, for introducing, or for arranging the sponsorship of, or for sponsoring a candidate, or otherwise in connection with a candidate’s membership;
[…];
NOTE
[…]
NOTE
[“long term business” means the business of effecting and carrying out long term insurance contracts;]
NOTE
“long term business premium limit” means, in relation to an underwriting member, the limit for the time being prescribed on the amount of long term business which is to be underwritten on his behalf from time to time, such limit being expressed as the maximum permissible amount of his premium income arising out of long term business allocable to any year of account;
[“long term insurance contracts” means any contract of insurance falling within Part II of Schedule 1 to the Regulated Activities Order;]
NOTE
[“manager” means:
	(a)	in relation to a body corporate, a person who exercises managerial functions under the immediate authority of the directors of a corporate member or any of them;
	(b)	in relation to a Scottish limited partnership, a person who exercises managerial functions under the immediate authority of the directors of a general partner of the Scottish limited partnership or any of them;]
NOTE
“managing agent” means a person who is listed as a managing agent in the register of underwriting agents maintained under the Underwriting Agents Byelaw (No. 4 of 1984, 101);
“member of the Society” and “underwriting member” include references to any administrator, administrative receiver, committee, curator bonis, executor, liquidator, manager, personal representative, supervisor or trustee in bankruptcy, or any other person by law entitled or bound to administer the affairs of the member concerned;
“members’ agent” means a person who is listed as a members’ agent in the register of underwriting agents maintained under the Underwriting Agents Byelaw (No. 4 of 1984, 101);
“member’s syndicate premium income” means premium income of a member of a syndicate arising out of insurance business underwritten through that syndicate;
“member’s syndicate premium limit” means, in relation to an underwriting member, the limit for the time being prescribed on the amount of insurance business allocable to a particular year of account which is to be underwritten on the member’s behalf through a particular syndicate, such limit being expressed as the maximum permissible amount of his member’s syndicate premium income allocable to that year of account;
“overall premium limit” means, in relation to an underwriting member, the limit for the time being prescribed on the amount of insurance business which is to be underwritten on his behalf from time to time, such limit being expressed as the maximum permissible amount of his premium income allocable to any year of account;
“personal reserve funds” means all monies and other assets paid to or retained by the trustees of a premiums trust fund who are not managing agent’s trustees (as defined in the premiums trust deed constituting that premiums trust fund) and held by them subject to the trusts of that premiums trust deed;
“premium income” means, in relation to an underwriting member, the aggregate of the premiums credited to him less, or net of qualifying reinsurance premiums, brokerage, discount, commission, any tax charged upon or any monies withheld from a premium by or on behalf of any statutory, governmental, state, provincial or local governmental authority, body or official and any premium returned to an assured;
[“premiums trust deed” means a trust deed, in the form for the time being required by the Council, constituting a premiums trust fund;]
NOTE
“premiums trust fund” means a fund of premiums and other monies held from time to time by or under the control of trustees upon the trusts of a premiums trust deed;
“prescribed form” means, in relation to any notice or other document, such form and contents as may from time to time be prescribed;
“prescribed period” means, in any provision of this byelaw, such period as the Council may from time to time prescribe for the purposes of that provision;
“qualifying reinsurance premiums” has the meaning given in paragraph 1(a) of the Syndicate Premium Income Byelaw (No. 6 of 1984, 201);
[“Regulated Activities Order” means the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (S.I. 2001 No. 544);]
NOTE
“reinsurance to close” has the meaning given in paragraph 1 of Schedule 1 to the Syndicate Accounting Byelaw (No. [18 of 1994, 326]);
NOTE
“resigning member” means a member of the Society who has given a notice of resignation under paragraph 40 of this byelaw;
“reportable criminal offence” means—
	(a)	any offence in respect of which a court has imposed a sentence of imprisonment or other custodial sentence of more than 12 months, other than a suspended sentence;
	(b)	any offence involving any of the following: theft, robbery, burglary, blackmail, handling stolen property, forgery or fraud;
	(c)	conspiracy, incitement or attempt to commit any offence referred to in (b) or aiding, abetting, counselling or procuring the commission of such an offence;
[“Scottish limited partnership” means a limited partnership formed under the laws of Scotland;]
NOTE
[“share swap arrangement” has the meaning given in the Conversion and Related Arrangements Byelaw (No. 22 of 1996, 329) for the time being in force;]
NOTE
[“special reserve fund” means any fund so designated and set up in relation to an individual member in accordance with arrangements referred to in section 175 of and Schedule 20 to the Finance Act 1993;]
NOTE
[“specified person” means, in relation to a Scottish limited partnership:
	(a)	a company which is registered as a general partner of that Scottish limited partnership pursuant to the Limited Partnerships Act 1907;
	(b)	a director of a general partner;
	(c)	a management company being a company appointed by a general partner under an agreement to provide certain management or administrative services;
	(d)	a controller of the SLP; or
	(e)	a controller of a general partner.]
NOTE
“sponsor” has the meaning given in paragraph 7 of this byelaw;
“standard agreement” means any of the forms of agreement set out in the Schedules to the Agency Agreements Byelaw (No. 8 of 1988, 310);
“subsidiary” has the meaning given in section 736 of the Companies Act 1985;
[“surrender arrangement” has the meaning given in the Conversion and Related Arrangements Byelaw (No. 22 of 1996, 329) for the time being in force;]
NOTE

[“syndicate” means an underwriting member or group of underwriting members of Lloyd’s underwriting insurance business at Lloyd’s through the agency of a Lloyd’s underwriting agent to which member or group a particular syndicate number is assigned by the Council;]
NOTE
“syndicate allocated capacity” has the meaning given in paragraph 1(a) of the Syndicate Premium Income Byelaw (No. 6 of 1984, 201);
[“syndicate premium income” has the meaning given in paragraph 1(a) of the Syndicate Premium Income Byelaw (No. 6 of 1984, 201;)]
NOTE
“underwriting requirement” means any qualification, condition or requirement relating to a member’s admission to or to continuing membership of the Society or its underwriting insurance business at Lloyd’s prescribed or imposed by the Council under this byelaw.
  2. In this byelaw—
		(a)	“associates” means, in relation to any person—
		(i)	that person’s spouse, children (including step-children and adopted children) under the age of 18 years;
		(ii)	any body corporate of which that person or their spouse is a director;
		(iii)	any person who is an employer, employee or partner of the person or that person’s spouse; and
		(iv)	any body corporate of which that person or that person’s spouse, either alone or with any other connected person, has control;
		(b)	“connected company” means, in relation to a candidate which is a body corporate or to a corporate member, any body corporate which is under common control with that candidate or corporate member;
		(c)	“connected person” means, in relation to any person—
		(i)	any person who is party to any agreement, arrangement or understanding with the first person involving mutual obligations, understandings or expectations with regard to the retention or disposal of any shares in a body corporate or to the exercise of any voting power conferred by the shares or to any other influence arising from the shares;
		(ii)	any person whom the first person controls;
		(iii)	where that person is a body corporate, any trustee of its pension funds;
		(iv)	where that person is a body corporate, its directors and their associates;
		(v)	where that person is an individual, his associates;
		(d)	“controller” means, in relation to a body corporate—
		(i)	a person who, either alone or with any connected person or persons, is entitled to exercise, or to control the exercise of, [10] per cent. or more of the voting power at any general meeting of [that body corporate] or of another body corporate [[of which it is a subsidiary undertaking]]; or
		(ii)	a person in accordance with whose directions or instructions, either alone or with those of any connected person or persons, the directors of the body corporate are accustomed to act; [or
		(iii)	any person who, either alone or with any connected person or persons, holds such part of the share capital of that body corporate or of [[the parent undertaking of]] that body corporate as would, if the whole of the income of the body corporate or [[the parent undertaking]] were in fact distributed among its shareholders entitle him to receive [10] per cent or more of the amount so distributed; or
		(iv)	any person who, either alone or with any connected person or persons, has such rights as would, in the event of a winding up of that body corporate or of [[the parent undertaking of]] that body corporate or in any other circumstance, entitle him to receive [10] per cent or more of the assets of the body corporate or [[the parent undertaking]] available for distribution among its shareholders;]
			and “control” shall be construed accordingly;
NOTE
	[(da)	“controller” means, in relation to a Scottish limited partnership:
	(i)	a person who, either alone or with any associate or associates, is entitled to exercise, or control the exercise of 10 per cent. or more of the voting power at any meeting of the partners;
	(ii)	a person who directs the business of the partnership whether under a formal or informal agreement or in accordance with whose directions or instructions, either alone or with those of any associate or associates, the partners are accustomed to act (but disregarding advice in a professional capacity);
	(iii)	a person who, either alone or with any associate or associates, has such rights as would, if the whole of the income of the partnership profits were in fact distributed among the partners entitle him to receive 10 per cent. or more of the amount so distributed; or
	(iv)	a person who, either alone or with any associate or associates, has such rights as would, in the event of a winding up of the partnership or in any other circumstances, entitle him to receive 10 per cent. or more of the partnership’s assets available for distribution among partners;]
NOTE
	(e)	[“10 per cent controller” means a controller in whose case the percentage referred to in sub-paragraph (d) above is 10 or more but less than 20;
		“20 per cent controller” means a controller in whose case the percentage is 20 or more but less than 33;
	“33 per cent controller” means a controller in whose case that percentage is 33 or more but less than 50;
		“50 per cent controller” means a controller in whose case that percentage is 50;
	“majority controller” means a controller whose shareholding is such that the body corporate is his subsidiary undertaking.]
NOTE
	[(f)	“notifiable holding” means voting rights or shares which, if acquired by any person, will result in his becoming a 10 per cent controller, a 20 per cent controller, a 33 per cent controller, a 50 per cent controller or a majority controller;
	(g)	“subsidiary undertaking” and “parent undertaking” have the respective meanings given in section 258 of the Companies Act 1985.]
NOTE
  3.(1) In this byelaw “interest in securities” includes an interest of any kind whatsoever in shares, debentures or any other form of securities (“securities”); and accordingly there are to be disregarded any restraints or restrictions to which the exercise of any right attached to the interest is or may be subject and references, which relate to securities, to having an interest in securities shall be construed accordingly.
  (2) For the purposes of this byelaw a person also has an interest in securities if—
	(a)	he enters into a contract for their purchase by him (whether for cash or other consideration); or
	(b)	not being the registered holder, he is entitled to exercise any right conferred by the holding of the securities or is entitled to control the exercise of any such right;
	(c)	he is a beneficiary of a trust where the property held on trust includes an interest in securities;
	(d)	otherwise than by virtue of having an interest under a trust, he has a right to call for delivery of the securities to himself or to his order; [. . .]
	(e)	otherwise than by virtue of having an interest under a trust, he has a right to acquire an interest in securities or is under an obligation to take an interest in securities[; or
	(f)	he has a right to subscribe for securities;]
		whether in any case the contract, right or obligation is absolute or conditional, legally enforceable or not and evidenced in writing or not, and it shall be immaterial that a security in which a person has an interest is unidentifiable.
  (3) Where persons having a joint interest in securities each is treated as having that interest for the purposes of this byelaw.
  (4) Subject to sub-paragraph (5), for the purposes of this byelaw a person also has an interest in securities if—
	(a)	his spouse or any child (including any step-child or adopted child) of his under the age of 18 years is interested in those securities;
	(b)	a body corporate controlled by him is interested in those securities; or
	(c)	a body corporate which is [that person’s holding company or] a subsidiary of that person’s holding company is interested in those securities.
  (5) The provisions of sub-paragraph (4)(c) do not apply in relation to paragraph 12(2) of this byelaw.
NOTE
112. Lloyd’s Advisers Byelaw No. 19 of 1993, 8 September 1993
COMMENCEMENT
  This byelaw came into force on 8 September 1993.
AMENDMENTS
  This byelaw was amended by
Companies’ Accounts (Miscellaneous Amendments) Byelaw (No. 15 of 1994)
Appeal Tribunal Byelaw (No. 18 of 1995).
REVOCATION
  This byelaw was revoked with effect from 9 September 1999 by byelaw No. 15 of 1999 dated 8 September 1999.
EXPLANATORY NOTE
(This note is not part of the byelaw.)
  This byelaw provides for the registration of a body corporate or partnership as a Lloyd’s adviser and for the review, renewal and withdrawal of such registration.
  The Council may not grant registration under the byelaw unless satisfied that the applicant is fit and proper to be a Lloyd’s adviser.
  The byelaw empowers the Council to impose conditions and make requirements regarding Lloyd’s advisers’ financial resources, and makes provision regarding accounting records, accounts and other reports, audit and annual returns.
113. Underwriting Agents’ Qualifications Byelaw No. 31 of 1993, 8 December 1993
COMMENCEMENT
  Part B of this byelaw will come into force on 1 January 1995 and Part C from 1 January 1997.
AMENDMENTS
  This byelaw was amended by:
Underwriting Agents’ Qualifications (Amendment) Byelaw (No. 44 of 1996).
REVOCATION
  This byelaw was revoked by the Training and Development Byelaw (No. 23 of 1998).
EXPLANATORY NOTE
  (This note is not part of the byelaw)
This byelaw provides that, as from 1 January 1995, no one shall hold the position of active underwriter unless he has at least five years’ experience of accepting risks on behalf of syndicates and is an associate of the Chartered Insurance Institute (paragraph 2). These provisions will not apply to active underwriters who are in post on 31 December 1994. Further, the Council will have a discretion to exempt those already qualified to become active underwriters as at that date; and may treat experience gained in the companies market as though it were gained at Lloyd’s when considering whether an active underwriter has satisfied the requirements of this byelaw (paragraph 3).
  Furthermore, the byelaw provides that, as from 1 January 1997, no one shall be an executive director of (or partner in) an underwriting agent, or its compliance officer, unless he has a relevant degree or professional qualification and has passed Part I of the Lloyd’s Market Certificate (“LMC”) or has passed LMC Part I and Part II (paragraph 4). There are exemptions for those directors who are in post on 31 December 1994 or had been employed by an underwriting agent as a senior manager for at least seven years ending on that date (paragraph 5).
  This byelaw also requires active underwriters, directors of underwriters and compliance officers to participate in programmes of continuing professional education (paragraph 6).
  The Council also has discretion under this byelaw to grant discretionary exemptions, limited in time but subject to conditions if appropriate, to allow prospective active underwriters, directors and compliance officers a reasonable time after taking up an appointment in which to comply with the requirements of this byelaw (paragraph 7).
114. Run-Off Companies Byelaw No. 2 of 1995, 10 January 1995
COMMENCEMENT
  Paragraphs 2, 3, 17 and 19 come into force on 1 October 1995. The rest come into force on 1 February 1995.
AMENDMENTS
  This byelaw was amended by
Appeal Tribunal Byelaw (No. 18 of 1995)
Loss Review (Revocation) Byelaw No. 16 of 1997)
Premiums Trust Fund and Regulating Trustee Byelaw (No. 22 of 1998)
Underwriting Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Run-Off Companies (Amendment) Byelaw (No. 2 of 2000)
Lloyd’s Policy Signing Office Byelaw (No. 11 of 2000)
Lloyd’s Claims Byelaw (No. 12 of 2000).
EXPLANATORY NOTE
  (This note is not part of the byelaw.)
  This byelaw provides for the registration of a body corporate or partnership as an approved run-off company and for the review, renewal and withdrawal of such registration. It also provides that managing agents must delegate their insurance functions and their administration and processing functions (as defined in the byelaw) in respect of longer term run-off accounts (where they are managing more than one such run-off account in respect of any one syndicate) to approved run-off companies. Further, such functions must be delegated in respect of any run-off account where this is the wish of a majority of relevant syndicate members voting in general meeting or where the Council so directs. Managing agents may, however, apply for approval to conduct such work themselves; and they may be granted interim approval in respect of the syndicates they manage when this byelaw comes into force.
  The Council may not grant registration under the byelaw unless satisfied that the applicant is fit and proper to be an approved run-off company.
  The byelaw empowers the Council to impose conditions and make requirements regarding approved run-off companies’ financial and operational resources, and makes provision regarding tendering, accounting and other records, accounts and other reports, audits, reviews and annual returns.
  This byelaw shall come into force in accordance with the provisions of paragraph 24.
The Council of Lloyd’s in exercise of its powers under section 6(2) of Lloyd’s Act 1982 by special resolution hereby makes the following byelaw.
Part A—Definitions
1. Interpretation
  (1) The provisions of Schedule 1 to this byelaw (interpretation) shall have effect.
  (2) For the purposes of this byelaw, the functions undertaken in the management of a syndicate set out in column 1 of the table in Schedule 2 to this byelaw (functions) shall be called “executive functions”, those set out in column 2 shall be called “insurance functions” and those set out in column 3 shall be called “administration and processing functions”.
Part B—Rules for Conducting Run-Off
2. Delegation of run-off functions
  [(1) Save where the Council otherwise permits or directs, no managing agents shall delegate any of its executive functions, insurance functions, administration and processing functions in respect of any run-off account of any syndicate managed by it otherwise than to an approved run-off company or another managing agent.
  (2) No managing agent shall delegate any of its executive functions, insurance functions, administration and processing functions in respect of any run-off account of any syndicate managed by it to another managing agent, without the written consent of the Council.]
NOTE
3. […]
NOTE
Part C—Registration of Approved Run-Off
Companies
4. Registration etc. to be under control of Council
  The registration of approved run-off companies and the renewal, review and withdrawal of such registration shall be under the control of the Council.
5. Register of approved run-off companies
  (1) The Council shall maintain a register of approved run-off companies. The register shall contain such particulars as the Council may from time to time determine.
  (2) The register shall be kept at the Society’s premises in the City of London and shall at all reasonable times be available for inspection by any person.
6. Applications for registration
  Applications for registration under this byelaw shall be made to the Council in accordance with such procedure and shall be accompanied by such documents and information, as the Council may from time to time determine.
7. Powers of the Council
  (1) Subject to this byelaw, the Council shall have power to:
	(a)	consider any application for entry in the register and any application for the renewal of any such entry;
	(b)	on the grant of any such application, cause the name of the applicant (and all applicable particulars which the Council may determine in accordance with paragraph 5(1)) to be entered in the register;
	(c)	review the registration of any approved run-off company in accordance with paragraph 9; and
	(d)	remove the name of any approved run-off company from the register in accordance with paragraph 10.
  […]
  (3) An approved run-off company may be registered under this byelaw as being authorised to undertake the insurance functions or administration and processing functions of a managing agent without limitation; or it may be registered as being authorised to undertake only certain of those functions, or to exercise such functions only in respect of certain classes of insurance business; and any such qualification shall be recorded against the name of the approved run-off company in the register.
NOTE
8. Criteria for registration
  (1) An applicant shall not be registered as an approved run-off company unless the Council is satisfied that:
	(a)	the applicant complies with the requirements of this and every other byelaw applicable to it (and all conditions and requirements imposed under them) for the time being in force; and
	(b)	the applicant is fit and proper to act as an approved run-off company.
  (2) In deciding whether or not an applicant is fit and proper to act as an approved run-off company, the Council shall have regard to the following criteria:
	(a)	the character and suitability of its directors (or, as the case may be, the partners), both individually and as a body;
	(b)	in the case of an applicant which is a body corporate, the character and suitability of any controller or connected company of the applicant;
	(c)	the organisation of its corporate infrastructure;
	(d)	the character, suitability, competence and experience of its personnel;
	(e)	the efficiency and effectiveness of its business systems and use of information technology;
	(f)	its strategy for taking on new business;
	(g)	the adequacy of its financial resources; and
	(h)	any other matters which, in the opinion of the Council, ought to be taken into account.
9. Conditions
  (1) In registering an applicant as an approved run-off company, or following a review of any such registration under paragraph 10 or under the Review Powers Byelaw (No. 5 of 1986), the Council may impose such conditions as are in its view necessary or expedient to ensure:
	(a)	that the applicant or approved run-off company is or will continue to be fit and proper to be an approved run-off company; and
	(b)	that the applicant or approved run-off company will or will continue to comply with the requirements of Lloyd’s Acts 1871 to 1982, the byelaws and regulations made under those Acts (and any conditions and requirements imposed thereunder) and for the time being applicable to it, and will pay or continue to pay due regard to any codes of practice issued by or under the authority of the Council.
  (2) Without prejudice to the generality of sub-paragraph (1), the Council may as a condition of registering an applicant as an approved run-off company or of permitting an approved run-off company to remain on the register following a review under paragraph 10 or under the Review Powers Byelaw (No. 5 of 1986, 406), require:
	(a)	the applicant or approved run-off company to execute such undertakings in such form and in favour of such persons as the Council may specify (whether generally or in relation to a particular case), which may in particular include an undertaking that the applicant or approved run-off company will, after the removal of its name from the register, provide to the Council such information, explanations, documents and other material relating to the affairs of a client of an approved run-off company; and
	(b)	any controller of the applicant or approved run-off company to execute such undertakings and guarantees in such form and in favour of such persons as the Council may specify (whether generally or in relation to a particular case), which may in the particular include:
	(i)	undertakings that the controller will not, save in such circumstances as may be specified, interfere with the conduct of the business of the applicant or approved run-off company by its directors or partners;
	(ii)	undertakings that the applicant or approved run-off company will at all times have sufficient resources to enable it to comply with the conditions and requirements prescribed under paragraph 16(1)(a) and for the time being applicable to it and any directions made or conditions imposed under this byelaw; and
	(iii)	guarantees that the controller will discharge the liabilities of the applicant or approved run-off company or such classes or descriptions of those liabilities as may be specified, subject to such limits (if any) and on such terms as may be specified.
10. Review of registration
  (1) The Council may at any time conduct a review of an approved run-off company’s registration under this byelaw for the purpose of determining:
	(a)	whether it continues to qualify for registration under paragraph 8; and
	(b)	whether there are or may be grounds for exercising any power of the Council under paragraph 9 or paragraph 11.
  (2) In connection with any such review the Council may require that the approved run-off company:
	(a)	provide such documents and information as the Council may specify; and
	(b)	comply with such requirements as the Council may determine relating to the procedures for conducting any such review.
11. Removal from the register
  […]
NOTE
  (2) The Council may at any time (whether or not as a consequence of a review conducted under paragraph 10) remove the name of an approved run-off company from the register if it:
	(a)	ceases to comply with any of the requirements of this byelaw for the time being applicable to it;
	(b)	is not in the opinion of the Council a body which is fit and proper to be an approved run-off company;
	(c)	ceases to carry on business as a run-off company;
	(d)	[fails or ceases to comply with any conditions imposed upon it by the Council under paragraph 9 or any term of any agreement or undertaking entered into or given by it pursuant to such a condition; or fails to cease to comply with any condition or requirement imposed upon it under the [[Lloyd’s Claims Byelaw (No. 12 of 2000, 528),]] Central Accounting Byelaw (No. 20 of 1998, 525) or the Lloyd’s Policy Signing Office Byelaw (No. 11 of 2000, 527); or]
	(e)	so requests.
NOTE
  (3) Where a controller of an approved run-off company has, on being required to do so by the Council under paragraph 9(2)(b), executed such an undertaking or guarantee as is referred to in that paragraph, the Council may at any time remove the name of the approved run-off company concerned from the register if the controller fails in a material respect to perform and observe the terms of the undertaking or guarantee or if the undertaking or guarantee ceases for any reason to be in full force and effect and binding on the controller.
  (4) Where the Council considers that there are grounds for removing the name of an approved run-off company from the register under any of the preceding provisions of this paragraph the Council may:
	(a)	postpone that removal for such period as the Council shall specify from time to time or until the Council shall otherwise determine;
	(b)	in connection with such a postponement at any time give such directions as it thinks fit, including without limitation:
	(i)	a direction that the approved run-off company shall not carry on any business or activity, or business or activity of a specified class or description, at Lloyd’s;
	(ii)	a direction that the approved run-off company shall not describe or hold itself out as an approved run-off company.
  (5) Where the Council, having under sub-paragraph (4) postponed the removal of the name of an approved run-off company from the register, at any time thereafter considers that there are no longer grounds for continuing to do so, the Council may, subject to sub-paragraph (6), remove the name of the approved run-off company from the register from such time as it may specify (provided that where the Council has decided to retain the name of an approved run-off company on the register for a specified period, the removal shall not take effect before the expiry of that period).
  (6) Where the Council proposes to remove the name of an approved run-off company from the register under sub-paragraph (2), (3) or (5), to postpone the removal of the name of an approved run-off company from the register under sub-paragraph (4) or to extend any such postponement under that sub-paragraph, the Council shall give to the approved run-off company concerned notice in writing of the Council’s intention specifying the reasons why the Council proposes to act and, before taking any action under any such sub-paragraph, the Council shall take into account any representations made by or on behalf of the approved run-off company concerned within the period of 14 days beginning with the date of the service of the notice. After taking account of such representations, the Council shall decide whether to:
	(a)	take the course of action originally proposed;
	(b)	take no further action; or
	(c)	take some other course of action open to it under any byelaw or regulation for the time being in force;
and shall forthwith notify the approved run-off company of its decision.
12. Rights of appeal
  [. . .]
NOTE
Part D—Rules for Approved Run-Off Companies
13. […]
NOTE
14. Controllers
  (1) No approved run-off company shall be a Lloyd’s broker without the prior consent of the Council.
  (2) Where an approved run-off company becomes aware that a person is proposing to become a controller of the approved run-off company, it shall forthwith notify the Council in writing of that fact.
  (3) The Council may at any time require any person who controls or proposes to control an approved run-off company to execute (and may require the approved run-off company to procure that he execute) such undertakings and guarantees in such form and in favour of such persons as the Council may specify (whether generally or in relation to a particular case).
15. Compliance officer
  (1) Each approved run-off company shall appoint a compliance officer who shall (without prejudice to the responsibilities of the directors or, as the case may be, partners of the approved run-off company) be responsible:
	(a)	for compliance by the approved run-off company with Lloyd’s Acts 1871 to 1982, any byelaw, regulations, requirements or conditions made thereunder and for the time being applicable to the approved run-off company and with any undertaking given by the approved run-off company to the Society; and
	(b)	for ensuring that the approved run-off company pays due regard to any codes of practice, market circular or other advice issued by or under the authority of the Council.
  (2) The person so appointed shall, unless the Council otherwise agrees, be a director of (or, as the case may be, partner in) the approved run-off company.
16. Power to make requirements etc
  (1) The Council shall have power to prescribe conditions and requirements regarding such matters as may be necessary or expedient for the regulation of approved run-off companies, and in particular their:
	(a)	possession and maintenance of financial resources,
	(b)	maintenance of accounting and other records and the preparation of audited accounts,
	[(bb)	performance of any discretions, powers or authorities of a managing agent in relation to any premiums trust fund or under any premiums trust deed;]
	(c)	sub-contracting of executive functions, insurance functions and administration and processing functions,
	(d)	provision of information to the Society,
	(e)	participation in Lloyd’s central services and any trade associations, and
	(f)	maintenance of insurance against claims in respect of civil liability.
NOTE
  (2) Contracts between a managing agent and an approved run-off company shall include such terms as may from time to time be prescribed by the Council.
  (3) The Council shall have power to make, from time to time, codes of practice which shall be observed by all approved run-off companies.
Part E—Rules for Managing Agents
17. […]
NOTE
Part F—Approval of Managing Agents
18. Approval or exemption of managing agents
  […]
NOTE
19. Tendering notwithstanding approval of managing agent
  […]
NOTE
20. Transitional provision (interim approvals)
  […]
NOTE
Part G—Fees
21. Power of the Council to prescribe fees
  (1) Every applicant for registration under paragraph 5 of this byelaw shall pay to the Society such fees as the Council may require.
  (2) Every approved run-off company shall pay to the Society such fees as the Council may require.
  (3) For the purposes of this paragraph the Council may:
	(a)	determine the amount of any fees in accordance with a specified scale or other specified factors;
	(b)	provide for the return or abatement of any fees in specified circumstances; and
	(c)	make different provision for different cases.
	
Part H—Miscellaneous
22. Application of other byelaws
  The provisions set out in Schedule 3 to this byelaw (application of other byelaws) shall apply to an approved run-off company as they apply to or, as the case may be, in relation to a managing agent.
23. Consequential amendments
  […]
NOTE
Part I—Commencement
24. Commencement
  (1) Paragraphs 2, 3, 17 and 19 of this byelaw shall come into force on 1 October 1995.
  (2) The remainder of this byelaw shall come into force on 1 February 1995.
Schedule 1—Interpretation
  1. In this byelaw, unless the context otherwise requires:
“approved run-off company” means a run-off company which has been registered under the provisions of this byelaw;
“associate” has the meaning given to it in the Lloyd’s Brokers Byelaw (No. 5 of 1988);
“compliance officer” means the person appointed by the approved run-off company under sub-paragraph 15(1) of this byelaw to perform the functions described in that sub-paragraph;
“connected companies” are companies in which the same person can (either alone or in association with others) control the exercise, in both companies, of 30 per cent. or more of the voting power exercisable at a general meeting or 50 per cent. or more of the voting power exercisable at board meetings and “connected company of the applicant” shall be construed accordingly;
“controller” means (a) in relation to a body corporate, a person who (either alone or in association with others) can control, directly, or indirectly, the exercise of 15 per cent. or more of the voting power exercisable at a general meeting of the body corporate, or another body corporate of which it is a subsidiary; and (b) in relation to a partnership: (i) any person in accordance with whose directions or instructions, either alone or with those of any associate or associates, the partners are accustomed to act (but disregarding advice given in a professional capacity); and (ii) any person who, either alone or with any associate or associates, is entitled to exercise, or control the exercise of 15 per cent. or more of the voting power at any meeting of the partners;
“general meeting” means a meeting called under paragraph 3 of the Syndicate Meetings Byelaw (No. 11 of 1994, 324);
“Lloyd’s entity” means a […] Lloyd’s broker, managing agent or members’ agent or any subsidiaries thereof;
NOTE
[…]
NOTE
[“premiums trust deed” and “premiums trust fund” have the respective meanings given in paragraph 1 of the Schedule to the Membership Byelaw (No. 17 of 1993, 111);]
NOTE
“relevant members” shall have the meaning given to it in the Syndicate Meetings Byelaw (No. 11 of 1994, 324);
“run-off company”means a company or partnership whose business is to perform insurance functions and administration and processing functions (or any parts thereof) on behalf of managing agents;
“run-off account” has the meaning given to it in Schedule 1 to the Syndicate Accounting Byelaw (No. 11 of 1987);
[…]
NOTE
“the register” means the register maintained under paragraph 5(1) of this byelaw; and
“trade association” means an association of persons of a common occupation which is recognised by the Council as forming a trade association.
Schedule 2—Functions

Column 1
Executive functions	Column 2
Insurance functions	Column 3
Administrative and processing functions	
Responsibility for syndicate strategy, including
—	approval of forecasts and budgets
—	claims reserving and commutation policy and approval
—	annual solvency and syndicate accounts
—	compliance with the Lloyd's Acts and other requirements of the Council
—	management and control of expenses
Reporting and accounting to Names
Performance of duties under premiums trust deed—including (but not limited to) investment management policy
Management of conflicts of interest between syndicates and years of account
Responsibility for the performance of any delegated or sub–contracted functions.	Claims adjusting
Identifying reinsurance recoveries
Purchasing reinsurance
Evaluating reinsurance security
Effecting commutations, negotiations and set–off of inwards and outwards business
Preparing and maintaining reserving and actuarial data
Undertaking cash and investment management	Maintaining policy risk records
Administering and processing claims
Aggregating claims and calculating reinsurance recoveries
Credit control in collecting reinsurance recoveries
Maintaining statistical records	

Schedule 3—Application of Other Bylaws
Inquiries and Investigations Byelaw (No. 3 of 1983)
Issue of Proceedings by Council Byelaw (No. 18 of 1983, 402)
Paragraphs 3, 4 and 6 of the Suspension: Supplementary and Consequential Matters Byelaw (No. 19 of 1983)
Disclosure by Direction Byelaw (No. 21 of 1983, 404)
Review Powers Byelaw (No. 5 of 1986, 406)
Administrative Suspension Byelaw (No. 7 of 1987, 407)
Modified Arbitration Procedure Byelaw (No. 14 of 1987)
Paragraph 4 of the Insurance Ombudsman Bureau Byelaw (No. 1 of 1989, 411)
[…]
Misconduct, Penalties and Sanctions Byelaw (No. 9 of 1993)
Disciplinary Committees Byelaw (No. 10 of 1993)
Reinsurance to Close (Restriction) Byelaw (No. 15 of 1993, 317)
Information and Confidentiality Byelaw (No. 21 of 1993, 417)
NOTE
Schedule 4—Amendments
NOTE
115. Individual Registration Byelaw No. 3 of 1998, 4 February 1998

COMMENCEMENT
  This byelaw came into force on 4 February 1998.
AMENDMENTS
  This byelaw was amended by:
Premiums Trust Fund and Regulating Trustee Byelaw (No. 22 of 1998)
Underwriting Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Intermediary Amendment Byelaw (No. 10 of 2000)
Amendment Byelaw (No. 9 of 2001).
EXPLANATORY NOTE
(This note is not part of the Byelaw)
  This byelaw requires that individuals who carry out certain regulated functions can only do so if registered. It extends the individual registration scheme initially set up under the Individual Registration Byelaw (No. 13 of 1996) to directors, partners and compliance officers of Lloyd’s brokers. An application for registration must be supported by the person by whom the individual is to be retained (“the sponsor”). No amendment of registration can be effected without the Council’s consent.
  The criteria for registration are that the individual is fit and proper, possesses any Council prescribed qualifications, and is a suitable person to conduct the regulated functions for which he is registered with his sponsor.
  The Council has power to attach conditions to an individual’s registration and to require the individual to establish at any time that he continues to satisfy the criteria for registration.
The Council of Lloyd’s in exercise of its powers under section 6(2) of Lloyd’s Act 1982, by special resolution hereby makes the following byelaw.
1. General Principles
  (1) No […] run-off company [or] Lloyd’s underwriting agent […] shall permit any individual to carry out for it any regulated function (whether as employee, consultant or agent or in any other way) unless that individual is registered in accordance with the terms of this byelaw to carry out that regulated function for that person. Persons registered in accordance with the Individual Registration Byelaw (No. 13 of 1996, 115) shall be deemed to be registered in accordance with the terms of this byelaw.
NOTE
  (2) A person shall not carry out a regulated function unless he is registered to carry out that function in accordance with the terms of this byelaw.
  (3) A registered individual shall only carry out the permitted function as stated in his registration for the sponsor which supported his registration.
  (4) In determining an application for registration, including an application to amend registration, the Council may:
	(a)	grant any such application for registration;
	(b)	refuse any such application for registration;
	(c)	grant any such application for registration subject to such conditions as Council thinks appropriate;
	(d)	defer its determination of the application for such period as may be necessary to carry out further investigations or to allow for the provision of additional information.
  (5) The Council shall have power to review the registration of any registered individual and:
	(a)	impose such conditions upon the registration of the registered individual as Council thinks appropriate;
	(b)	suspend the registration of the registered individual’s entitlement to act as a registered person.
  (6) The Rules set out at Schedule 1 to this Byelaw (Rules for Individual Registration) shall have effect.
NOTE
2. The Register
  (1) The Council shall continue to maintain a register of individuals registered under this byelaw including details of any conditions attached to an individual’s registration.
  (2) The register shall be open to inspection by any person at such times as the Council may from time to time prescribe.
3. Rules
  The registration of individuals under this byelaw shall be in accordance with the Rules set out at Schedule 1 of this byelaw.
4. Interpretation
  The provisions of Schedule 2 to this byelaw (“Interpretation”) shall have effect.
5. Revocations and Amendments
  The Individual Registration Byelaw (No. 13 of 1996) is revoked.
6. Commencement
  The byelaw shall come into force on 4 February 1998.
Schedule 1—Rules for Individual Registration
1. Application for registration
  (1) Applications for registration under the Individual Registration Byelaw (No. 3 of 1998) (“the byelaw”) shall be made in accordance with these Rules.
  (2) An applicant shall apply in writing in such form and manner as the Council may prescribe.
  (3) An application for registration shall include written support by the person for which the individual is to carry out the regulated function (“the sponsor”) in such form and manner as the Council may prescribe, and the sponsor shall pay such fee as the Council may determine.
  (4) The burden is at all times upon the applicant to demonstrate to the Council that he satisfies the criteria for registration.
  (5) At any time after receiving an application and prior to its determination, the Council may:
	(a)	require an applicant to:
	(i)	provide additional information;
	(ii)	provide additional documents;
	(iii)	provide verification of any documents and information provided by the applicant in such manner as may be specified; and
	(iv)	answer questions in such manner as may be specified by the Council, which may include attendance by the applicant.
	(b)	require a sponsor to:
	(i)	provide additional information;
	(ii)	provide additional documents;
	(iii)	provide verification of any documents and information provided by the sponsor, in such manner as may be specified; and
	(iv)	answer questions in such manner as may be specified by the Council, which may include attendance by the sponsor.
	(c)	carry out such enquiries as the Council considers are appropriate.
  (6) An application for registration may be withdrawn at any time by the applicant by serving a written notice upon the Council to that effect. Notice shall be given in such form and manner as the Council may prescribe. The Council shall serve a copy of any such notice it receives on the applicant’s sponsor.
  (7) A sponsor may at any time withdraw his support for any application by serving a written notice upon the Council to that effect. Notice shall be given in such form and manner as the Council may prescribe. The Council shall serve a copy of any such notice it receives on the applicant.
2. Duties before registration
  (1) An applicant for registration and his sponsor shall disclose to the Council all information that might reasonably be considered relevant to the Council’s determination of the application. An applicant and his sponsor shall each disclose such information in the application for registration.
  (2) At any time prior to the Council’s final determination of an application, an applicant and his sponsor shall serve notice upon the Council if either becomes aware of
	(a)	changes in the information provided to the Council relating to an application; or
	(b)	additional information, which might reasonably be thought to be relevant to the application; or
	(c)	any inaccuracies in the information provided to the Council in connection with an application.
Such notice shall be given in the manner and form prescribed by the Council.
  (3) An applicant shall ensure that any application submitted by him is accurate in all material respects to the best of his knowledge and belief.
  (4) A sponsor shall ensure that any application supported by him is accurate in all material respects to the best of its knowledge and belief.
  (5) An applicant shall agree in writing, in such form as the Council may prescribe, that from the date of his application he will:
	(a)	be subject to the disciplinary jurisdiction of the Society; and
	(b)	not act or omit to act in any way which would constitute misconduct on the part of any person who is subject to the disciplinary jurisdiction of the Society; and
	(c)	comply with Lloyd’s Acts 1871–1982, the byelaws and regulations made thereunder (and any condition or penalty imposed or requirement made thereunder) and every direction made by or under the authority of the Council or Committee under Lloyd’s Acts 1871–1982.
The applicant’s registration shall be conditional upon his continuing compliance with such agreement.
  (6) This Rule shall apply equally to any application for registration, amended registration and any request made by the registered individual to withdraw his application or to terminate his registration.
3. Determination of the application
  In determining an application for registration the Council may:
	(a)	grant the application;
	(b)	grant the application subject to such conditions as it considers appropriate;
	(c)	refuse the application; or
	(d)	defer its determination of the application for such period as may be necessary to carry out further investigations or to allow for the provision of additional information.
  (2) In determining an application for registration, the Council may take into account any information which it considers appropriate in relation to the application.
  (3) If it appears to the Council, upon consideration of an application for registration, that it may be appropriate to refuse registration or to attach conditions to registration (including a condition that the registration shall terminate on the expiry of a fixed period), Council shall serve upon the applicant and his sponsor a written notice so informing them and where appropriate specifying the conditions it is minded to impose, and giving reasons.
  (4) Within 14 days of the service of a notice under Rule 3(3), the applicant and the sponsors may each:
	(1)	make additional written representations
	(2)	submit additional documents.
  (5) Where the Council grants an application unconditionally, the applicant and his sponsor shall be notified in writing. Such notice shall specify the nature and scope of the regulated function which the individual is registered to carry out (“the permitted function”).
  (6) Where the Council grants an application subject to conditions the applicant and his sponsor shall be notified in writing. Such notice shall specify the nature and scope of the permitted function, the conditions to be imposed and the reasons for the Council’s decision.
  (7) Where the Council refuses the application, the applicant and his sponsor shall be notified in writing of the decision and the reasons for the Council’s decision.
4. Criteria for registration
  (1) An individual shall not be registered to carry out a regulated function unless the Council is satisfied that:
	(a)	he is fit and proper to be so registered;
	(b)	he has passed or secured exemption from any examination required by the Council; and
	(c)	he is a suitable person to conduct the regulated function for the sponsor.
  (2) In determining whether an individual is fit and proper, the Council may take into account any consideration it thinks fit including but not limited to:
	(a)	the applicant’s integrity;
	(b)	the applicant’s professional competence;
	(c)	the applicant’s compliance with Lloyd’s regulatory requirements;
	(d)	the applicant’s business conduct; and
	(e)	the professional and administrative support to be provided to the applicant by the sponsor.
  [(3) An individual shall not be registered to carry out a regulated function which corresponds to a controlled function for the purposes of section 59 of the Financial Services and Markets Act 2000 unless the Council is satisfied that the individual is or will be approved by the Financial Services Authority to perform that corresponding controlled function.]
NOTE
5. Duties after registration
  (1) A registered individual shall not act or omit to act in any way which would constitute misconduct on the part of any person who is subject to the disciplinary jurisdiction of the Society.
  (2) A registered individual and the sponsor shall each inform the Council forthwith of any change to the information submitted by them during the application for registration.
  (3) A registered individual and the sponsor shall each pay such fee as the Council may from time to time determine.
6. Amendment to registration
  (1) A registered individual may apply to amend his registration, including any conditions imposed on his registration.
  (2) An application to amend any registration under these Rules shall be treated as an application for registration and dealt with in accordance with the terms of Rules 1, 2, 3 and 4 of these Rules.
  (3) Upon receipt of an application made under Rule 6(2), the Council may grant such dispensation from the provisions of paragraph 1 of the byelaw as it considers appropriate pending determination of the application.
7. Termination of registration
  (1) Not later than seven days after a registered individual ceases to carry on his permitted function with his sponsor or ceases to be employed or associated with his sponsor, his sponsor shall notify the Council of that fact. Such notice shall be served in the manner and form prescribed by the Council.
  (2) If a registered individual is dismissed or is requested to resign by his sponsor, a statement of the reasons giving rise to that dismissal or resignation shall be served on the Council by the sponsor within seven days. Such statement shall be served in the manner and form prescribed by the Council.
  (3) Upon receipt of a notice served in accordance with paragraph 7(2) the registered individual’s registration shall be terminated.
  [(4) If an individual’s approval to perform a controlled function for the purposes of section 59 of the Financial Services and Markets Act 2000 is withdrawn by the Financial Services Authority and that controlled function corresponds to a regulated function carried out by the individual, the individual’s registration to carry out that corresponding regulated function shall be terminated.]
NOTE
8. Review of Registration
  (1) The Council may at any time require a registered individual to demonstrate that he remains fit and proper to carry out the permitted function for his sponsor.
  (2) The burden is at all times upon the registered individual to demonstrate to the Council that he continues to satisfy the criteria for registration set out in Rule 4(1).
  (3) The Council shall have power at any time:
	(a)	to require a registered individual to:
	(i)	provide information;
	(ii)	provide documents;
	(iii)	provide verification of any documents and information provided by the registered individual in such manner as may be specified; and
	(iv)	answer questions in such manner as may be specified by the Council which may include attendance by the applicant.
		and
	(b)	to require a sponsor to:
	(i)	provide information;
	(ii)	provide documents;
	(iii)	provide verification of any documents and information provided by the sponsor in such manner as may be specified; and
	(iv)	answer questions in such manner as may be specified by the Council which may include attendance by the sponsor.
  (4) The Council may exercise its powers under Rule 8(3), by giving seven days’ notice to the individual and his sponsor, unless the Council considers it expedient to do so without prior notice.
	(5)	(a)Any registered individual;
		(b)any sponsor; and
		(c)any person
shall at all times inform the Council of all matters that might reasonably be considered relevant to the question whether any registered individual continues to satisfy the criteria for registration.
  (6) The Council may at any time in accordance with this Rule suspend an individual’s entitlement to act as a registered person, impose conditions on an individual’s registration or amend any conditions previously imposed.
  (7) If it appears to the Council that it may be appropriate to exercise its powers under Rule 8(6), the Council shall serve a notice upon the individual and his sponsor so informing them, and where appropriate specifying the conditions it is minded to impose or amend, and giving reasons.
  (8) Within 14 days of the service of a notice under Rule 8(6) the individual and his sponsor may:
	(a)	make written representations;
	(b)	submit documents.
  (9) The individual and his sponsor shall be notified in writing of the Council’s final decision and the reasons for that decision.
9. Appeal
  (1) If the Council decides to:
	(a)	refuse an application for registration;
	(b)	grant an application for registration subject to conditions;
	(c)	impose conditions on an individual’s registration;
	(d)	amend conditions imposed on an individual’s registration;
	(e)	terminate an individual’s registration; or
	(f)	suspend an individual’s registration
then the individual concerned shall have a right to appeal in accordance with the Appeal Tribunal Byelaw (No. 32 of 1996, 420) and the individual shall be informed of his right to appeal when served with notice of the relevant decision.
10. Transitional provisions
  (1) Notwithstanding the provisions of paragraph 1 of the byelaw, provided that:
	(a)	the sponsor is a Lloyd’s broker
	(b)	the sponsor notifies the Council by 27 March 1998 of:
	(i)	the name of the individual; and
	(ii)	the regulated function that the individual carries out for the sponsor at the time of the notification; and
	(c)	an application for the registration of the named individual is made in accordance with the provisions of this Rule 10 a sponsor may permit that individual to carry out for it the regulated function so notified and the individual may carry out that function until the determination of that individual’s application.
  (2) Any application for the registration of an individual notified to the Council under Rule 10(1) shall be made by such date as may be specified by the Council.

  (3) The provisions of paragraph 1 of the byelaw shall apply upon the failure to apply for registration by the date specified by the Council under Rule 10(2) and, in any event, where no application for the registration of an individual notified to the Council under Rule 10(1) has been received by 27 November 1998, that date.
  (4) Any application to amend the nature or scope of the regulated function notified to the Council under Rule 10(1) shall be made in accordance with Rule 6.
11. Confidential Information
  The Council shall be entitled to act upon information provided to it in confidence. The nature or source of such information need not be disclosed to the applicant, provided that the applicant and his sponsor shall be given a reasonable opportunity to comment on the substance of the information.
12. General provisions
  (1) The Council may:
	(a)	extend any time limit imposed by these rules; and
	(b)	abridge any time limit imposed by these rules where the individual consents to the proposed abridgement.
  (2) The Council may give directions under this byelaw as it sees fit.
13. Notices and Service
  (1) Any notice required to be given by these rules shall be in writing.
  (2) Any notice shall be given and service of documents pursuant to these rules shall be effected by:
	(a)	post to the proper address;
	(b)	fax;
	(c)	leaving the document at the proper address; or
	(d)	personal service; or
	(e)	any other method which the Council may prescribe.
  (3) The proper address of any person is:
	(a)	in the case of an individual, his business address or his usual or last known home address;
	(b)	in the case of a partnership, its principal or last known place of business in the United Kingdom;
	(c)	in the case of a body corporate, its registered office or principal office in the United Kingdom;
	(d)	in the case of the Council, the Secretary of the Council.
	(4)	(a)Where notice is given or service is effected by post and the document is proved to have been posted, the document in question shall be presumed to have been delivered 72 hours from the time of posting and the date of notification or service shall be construed accordingly;
		(b)where notice is given or service is effected by fax, it shall be confirmed by the delivery or posting of a copy of the fax to the party to whom the fax was addressed and the date of notification or service shall be presumed to be the date of fax transmission;
		(c)where notice is given or service is effected by leaving the document at the proper address of the person to be served, the date of notification or service shall be the date on which the document was left.
  (5) The provisions of Rules 13(1) to 13(4) are without prejudice to any applicable provisions of any byelaw regarding the service of documents or notices, to which they shall be regarded as alternative.
14. Time
  If any period specified in these rules expires on a Saturday, Sunday, bank holiday, Christmas Day or Good Friday, it will be extended to the next day which is not such a day.
Schedule 2—Interpretation
  In this byelaw and its schedules, unless the context otherwise requires:
“misconduct” means misconduct as defined in any byelaws made under Lloyd’s Acts 1871–1982;
[…]
NOTE
[…]
NOTE
“Lloyd’s underwriting agent” means an underwriting agent as defined in the Underwriting Agents Byelaw (No. 4 of 1984, 303);
[“managing agent’s trustee” means, in regard to a Lloyd’s underwriting agent, any trustee of one or more premiums trust deeds designated under the terms of that deed or those deeds as a or the managing agent’s trustee in respect of that Lloyd’s underwriting agent;]
NOTE
“permitted function” means the nature and scope of the regulated function which the individual is registered to carry out;
[“premiums trust deed” has the meaning given in paragraph 1 of the Schedule to the Membership Byelaw (No. 17 of 1993, 111);]
NOTE
“registered individual” means an individual registered under this byelaw to carry out a permitted function for his sponsor;
“regulated function” means any function set out in schedule 3 to this byelaw;
“Rules” means the Rules set out in Schedule 1 to this byelaw;
“run-off company” means run-off company as defined in the Run-off Companies Byelaw (No. 2 of 1995, 114);
“sponsor” means in relation to an applicant for registration the person who supports his application for registration;
“subject to the disciplinary jurisdiction of the Society” means amenable to disciplinary proceedings in respect of any misconduct committed.
Schedule 3—Regulated Functions
  In this byelaw and its schedules the following shall be regulated functions in respect of which registration is required under paragraph 1 of the byelaw:
	1.	Being a partner of any firm and being a director of any company registered under:
		[…]
		Run-Off Companies Byelaw (No. 2 of 1995, 114);
		Underwriting Agents Byelaw (No. 4 of 1984, 303);
		[[…]].
NOTE
	2.	Being a compliance officer of any firm or company registered under:
		[…];
		Run-Off Companies Byelaw (No. 2 of 1995, 114);
		Underwriting Agents Byelaw (No. 4 of 1984, 303);
		[[…]].
NOTE
	3.	Any function set out below which is carried out by an individual who reports to a board of directors or any director of a company, or the partners or any partner of a partnership:
	(a)	the authority to accept risks on behalf of members of any syndicate except risks accepted under a binding authority;
	(b)	the authority to reinsure risks underwritten on behalf of members of any syndicate;
	(c)	the responsibility for preparing or determining the reinsurance to close of any syndicate;
	(d)	the responsibility for considering and reserving, and paying or refusing to pay claims on behalf of members of any syndicate save where that responsibility is exercised by a coverholder;
	(e)	the responsibility for making recoveries under reinsurance policies enuring to the benefit of the members of any syndicate;
	(f)	the responsibility for compiling and maintaining accounts and records of any syndicate;
	(g)	the responsibility for advising one or more underwriting members (including prospective underwriting members) as to their current or intended underwriting at Lloyd’s;
	(h)	the responsibility for analysing the performance of one or more syndicates with a view to advising a member or prospective member as to whether he should participate or continue to participate in the syndicate;
	(i)	the responsibility for compiling and maintaining accounts and records on behalf of one or more members;
	(j)	the responsibility for advising upon the requirements of and ensuring compliance with Lloyd’s Acts, the byelaws and regulations and the obligations imposed thereunder.
	[4.	Being a managing agent’s trustee.]
NOTE
116. Approval of Correspondents Regulation No. 4 of 1990, 3 October 1990
COMMENCEMENT
  This regulation commenced on 4 October 1990.
AMENDMENTS
  This regulation was amended by
Approval of Correspondents (Amendment) Regulation (No. 3 of 1993)
Captive Corporate Members Byelaw (No. 19 of 1998)
Lloyd’s Policy Signing Office Byelaw (No. 11 of 2000)
Lloyd’s Brokers Byelaw (No. 17 of 2000).
EXPLANATORY NOTE
  (This note is not part of the regulation.)
  This regulation consolidates the Approval of Correspondents Regulation (No. 2 of 1985) and the three later amendments to that regulation, No. 1 of 1986, No. 2 of 1988 and No. 1 of 1989. The regulation also allows managing agents of syndicates in respect of which a related Lloyd’s entity has a binding authority to apply for approval as a correspondent of the related Lloyd’s entity without the involvement of a Lloyd’s broker.
The Committee of Lloyd’s in exercise of the powers delegated to it by the Council of Lloyd’s under section 6(6)(a)(i) of Lloyd’s Act 1982 hereby makes the following regulation.
1. Interpretation
  The provisions of the Schedule to this regulation (Interpretation) shall have effect.
2.  Restrictions on business from unapproved correspondents
  In respect of any class or category of insurance business and any territory for which a correspondent is required to be approved as a correspondent under this regulation:
	(a)	no underwriter shall grant or renew a binding authority to a coverholder; and
	(b)	no underwriting member shall accept such business from or through, as the case may be:
	(i)	a coverholder; or
	(ii)	an open market correspondent
unless the coverholder or open market correspondent is for the time being so approved.
3.
[Deleted on 4 March 1993 by Regulation No. 3 of 1993, 513.]
4.
[Deleted on 4 March 1993 by Regulation No. 3 of 1993, 513.]
5. Correspondents requiring approval
  (1) The [Council] may specify which correspondents or classes of correspondent require approval under this regulation.
  (2) The [Council] may specify classes or categories of insurance business and territories for which approval as a correspondent is required.
NOTE
6. Applications for approval
  (1) Subject to sub-paragraph (2), every application for approval of a correspondent shall be made to the [Council] by a Lloyd’s broker [[or by a managing agent which is registered as such in accordance with the Underwriting Agents Byelaw (No. 4 of 1984, 101)]].
  (2) Where the correspondent is a related Lloyd’s entity or a non-Lloyd’s intermediary which has, or which it is proposed should have, authority to accept business on behalf of the members of a syndicate (“an authorising syndicate”) otherwise than from or through a Lloyd’s broker under the Insurance Intermediaries Byelaw (No. 8 of 1990, 313) and any regulation made thereunder, an application for approval of the related Lloyd’s entity or non-Lloyd’s intermediary as a correspondent may be made by the managing agent of an authorising syndicate without the involvement of a Lloyd’s broker.
  (3) Where a non-Lloyd’s intermediary:
	(a)	is required to be approved as an open market correspondent; and
	(b)	where, as respects that non-Lloyd’s intermediary, there is in force a guarantee agreement which complies with paragraph 3 and any regulations made under paragraph 6 of the Insurance Intermediaries Byelaw (No. 8 of 1990, 313)
a managing agent which is party to that guarantee agreement may apply for approval of that non-Lloyd’s intermediary as an open market correspondent without the involvement of a Lloyd’s broker.
  (4) The [Council] may, in respect of applications under this paragraph, prescribe such requirements and procedures, and require the provision of such information and documents whether generally or as respects specific applications, as it may from time to time determine.
NOTE
7.  General requirements for approval
  (1) Subject to sub-paragraph (2) the [Council] may approve a person to act as correspondent.
  (2) The [Council] shall not approve a person to act as a correspondent unless the [Council] is satisfied that such person is fit and proper to be a correspondent.
  (3) In determining whether a person is fit and proper to act as a correspondent, the [Council] may take into account:
	(a)	the role the correspondent is intended to perform;
	(b)	the class or category of insurance business and the territory for which approval is sought;
	(c)	if a Lloyd’s broker is making the application, the relationship of the Lloyd’s broker to, and the extent to which it controls, the correspondent; and
	(d)	any other matter or information which the [Council] considers relevant to the application.
NOTE
8. Duration of approvals
  (1) Subject to paragraph 12 all approvals under this regulation shall be for a specific period not exceeding five years from the date of approval.
  (2) Where approval has been given for a period of less than five years, the [Council] may extend the period of approval of a correspondent for such further period or periods as it thinks fit provided that the total period of approval including any extensions does not exceed five years from the date of approval.
NOTE
9. Conditions
  The [Council] may, in granting approval under paragraph 7 or after a review under paragraph 11 or at any other time, impose such conditions as it thinks fit and may from time to time during the currency of any approval vary or revoke any condition or impose additional conditions.
NOTE
10. Notification of decisions, etc
  (1) The [Council] shall, as soon as practicable, give notice in writing of its decision under paragraph 7 to the Lloyd’s broker or managing agent which applied for approval of the correspondent.
  (2) Where the [Council] approves a person to act as a correspondent the notice referred to in sub-paragraph (1) shall specify:
	(a)	the name of the correspondent;
	(b)	the particular role which the correspondent is approved to perform;
	(c)	the class or category of insurance business and the territory for which the correspondent has been approved; and
	(d)	the period of time for which approval has been granted.
  (3) The [Council] shall, on the application of any underwriter, advise that underwriter whether any person has been approved as a correspondent and, if so, shall give that underwriter details of the matters specified in sub-paragraph (2).
  (4) Where the [Council] imposes, varies or revokes any condition under paragraph 9, the [Council] shall, as soon as practicable, notify in writing the Lloyd’s broker or managing agent which applied for approval of the correspondent of such imposition, variation or revocation, whereupon the Lloyd’s broker or managing agent shall as soon as practicable notify all interested underwriters of such imposition, variation, or revocation.
NOTE
11. Review of approval
  (1) The [Council] may at any time and from time to time conduct a review of its approval of a correspondent under this regulation for the purpose of determining whether:
	(a)	the correspondent concerned continues to qualify for approval under paragraph 7; or
	(b)	there are or may be grounds for exercising any power under paragraph 12 by reason of sub-paragraph (1)(a), (b) or (c) of that paragraph.
  (2) In connection with any such review, the [Council] may require the Lloyd’s broker or managing agent which applied for approval of the correspondent:
	(a)	to provide such information and documents as the [Council] may specify; and
	(b)	to comply with such requirements as the [Council] may from time to time determine relating to the procedures for conducting any such review.
NOTE
12. Revocation of approval
  (1) The [Council] may at any time (whether or not as a consequence of a review conducted under paragraph 11) revoke its approval, in whole or in part, of a correspondent if:
	(a)	the correspondent ceases to comply with any requirements of this regulation for the time being applicable to it;
	(b)	the correspondent is not in the opinion of the [Council] fit and proper to be a correspondent approved under this regulation;
	(c)	fails or ceases to comply with any condition imposed under paragraph 9; or
	(d)	the Lloyd’s broker or managing agent which applied for approval of the correspondent so requests or agrees to such a request.
  (2) Where the [Council] proposes to revoke its approval under sub-paragraph (1)(a), (b) or (c), the [Council] shall give to the Lloyd’s broker or managing agent which applied for approval of the correspondent notice in writing of the [Council’s] intention specifying the reasons why the [Council] proposes to act and, before taking any action, the [Council] shall take into account any representations made by or on behalf of the Lloyd’s broker or managing agent within the period of fourteen days beginning with the date of service of the notice or such longer period as the [Council] may allow. After taking account of such representations, if any, the [Council] may:
	(a)	take the course of action originally proposed;
	(b)	take no further action; or
	(c)	take some other course of action open to it under any byelaw or regulation for the time being in force and shall forthwith notify the Lloyd’s broker or managing agent in writing of its decision.
  (3) Where the [Council] revokes approval of a correspondent as a coverholder the Lloyd’s broker or managing agent shall, upon receipt of notice of such revocation from the [Council], notify as soon as practicable each underwriter who is a party to any current binding authority granted to that coverholder of the revocation.
  (4) Upon receipt of any notification of the type referred to in sub-paragraph (3), the underwriter shall cancel any binding authority under which the coverholder concerned is required to be an approved coverholder as soon as he is able to do so under the terms of that binding authority.
  (5) Where the [Council] revokes approval of a correspondent as an open market correspondent the Lloyd’s broker or managing agent shall, upon receipt of notice of such revocation from the [Council], notify as soon as practicable each leading underwriter with whom the open market correspondent, or the Lloyd’s broker on behalf of that open market correspondent, places risks.
NOTE
13. Review of decisions by panels
[Deleted on 4 March 1993 by Regulation No. 3 of 1993, 513.]
14. Revocations and transitional provisions
  (1) The following regulations are revoked:
	(a)	Approval of Correspondents Regulation (No. 2 of 1985);
	(b)	Approval of Correspondents (Amendment) Regulation (No. 1 of 1986);
	(c)	Approval of Correspondents (Amendment No. 2) Regulation (No. 2 of 1988); and
	(d)	Approval of Correspondents (Amendment No. 3) Regulation (No. 1 of 1989, 411).
  (2) Without prejudice to the powers of the Committee under paragraphs 11 and 12, a correspondent which, immediately before this regulation comes into force, is approved under the regulations referred to in sub-paragraph (1) is deemed to be approved under this regulation, according to the terms and conditions attached to such approval.
15. Commencement
  This regulation shall come into force on 4th October 1990.
Schedule. Interpretation
  1. (1) In this regulation unless the context otherwise requires:
“binding authority” has the meaning given to it in the Binding Authorities Byelaw (No. 9 of 1990, 314);
“correspondent” means a person which is one or both of the following:
	(a)	a coverholder; and
	(b)	an open market correspondent;
“[…]”;
“coverholder” has the meaning given to it in the Binding Authorities Byelaw (No. 9 of 1990, 314);
“leading underwriter” means the underwriter whose syndicate appears before the syndicate of any other underwriter on a slip;
“limited binding authority” has the meaning given to it in the Binding Authorities Byelaw (No. 9 of 1990, 314);
[…]
NOTE
[…]
NOTE
“managing agent” means:
	(a)	an underwriting agent which is listed as a managing agent on the register of underwriting agents maintained under the Underwriting Agents Byelaw (No. 4 of 1984, 101); or
	(b)	a person appointed by the Council to act as a managing agent for an underwriting member of Lloyd’s under the Substitute Agents Byelaw (No. 20 of 1983, 300);
“marine open cargo cover” has the meaning given to it in the Binding Authorities Byelaw (No. 9 of 1990, 314);
“non-Lloyd’s intermediary” has the meaning given to it in the Insurance Intermediaries Byelaw (No. 8 of 1990, 313);
“open market correspondent” means a broker (not being a Lloyd’s broker) or other intermediary introducing risks:
	(a)	directly to a Lloyd’s broker for placing with underwriters; or
	(b)	if a non-Lloyd’s intermediary, directly to underwriters
otherwise than under a binding authority;
“[…]”;
“related Lloyd’s entity” has the meaning given to it in the Insurance Intermediaries Byelaw (No. 8 of 1990, 313);
[“syndicate” means an underwriting member or group of underwriting members of Lloyd’s underwriting insurance business at Lloyd’s through the agency of a Lloyd’s underwriting agent to which member or group a particular syndicate number is assigned by the Council;]
NOTE
“underwriter” means the person or persons at the underwriting box, or deemed by the Committee to be at the underwriting box, with authority to accept risks on behalf of the underwriting members of a syndicate.
  (2) In paragraphs 10, 11, 12 and 13 of this regulation references to the Lloyd’s broker or managing agent which applied for approval of the correspondent (the “original Lloyd’s broker” and “original managing agent” respectively) include a Lloyd’s broker or managing agent which at the time any action under the regulation is, or is proposed to be, taken is the Lloyd’s broker or managing agent which has assumed in whole or part the responsibilities of the original Lloyd’s broker or original managing agent for the correspondent and has notified the Committee of such assumption in accordance with such procedures as the Committee may from time to time prescribe.
NOTE
Schedule of Correspondents Requiring
Approval Under the Approval Of
Correspondents Regulation
  1. This Schedule is issued by the Committee under paragraph 5 of the Approval of Correspondents Regulation (No. 4 of 1990) (“the regulation”). Words used in this Schedule have the meanings given to them in the regulation.
  2. Subject to paragraph 3 of this Schedule and the notes to the table below, the classes of insurance business marked in respect of any territory with an “X” in the table below are classes of insurance business for which approval is required for that territory for the purposes of the regulation.
  3. The following persons do not require to be approved as coverholders under this regulation:
	(a)	Lloyd’s brokers; or
	(b)	coverholders under marine open cargo covers.
  4. This Schedule comes into force on 4th October 1990.

	Marine	Non-Marine, Aviation, Motor	
	All Business	Direct Business	Reinsurance	
Territory	Coverholder	Open Market Correspondent	Coverholder	Open Market Correspondent	Coverholder	Open Market Correspondent	
Africa:–							
(a)	Malawi, Namibia, Republic of South Africa, Zimbabwe	X		X	X	X	X	
(b)	Burkina Faso, Cameroon, Central African Republic, Chad, Gabon, Ivory Coast, Madagascar, Niger, Senegal, Togo	X		X	X	X		
Australasia:–							
Australia, New Zealand, Papua New Guinea, Vanuatu	X		X	X	X	X	
Canada:–							
(a)	Canadian Location	N.B.1.		X	X	X		
(b)	US Location	X		X	N.B.2.	X		
Cyprus	X		X	X	X		
E.E.C. Member States							
Belgium	X		X	X	X		
Denmark	X		X	X	X		
France, Monaco and French Overseas Territories business	X		X	X	X		
Federal Republic of Germany	X		X	X	X		
Greece	X		X	X	X		
Republic of Ireland	X		X	X	X		
Italy	X		X	X	X		
Luxembourg	X		X	X	X		
Netherlands	X		X	X	X		
Portugal (includes the Azores and Madeira)	X		X	X	X		
Spain (includes the Balearic and Canary Islands)	X		X	X	X		
United Kingdom (and the Channel Islands and the Isle of Man)	N.B.3.						
Hong Kong	X		X	X	X	X	
Israel	X		X	X	X	X	
Singapore	X		X	X	X	X	
Switzerland	X		X	X	X		
USA:–							
(a)	Illinois, Kentucky							
(i)	US Location	X		X	X	X	X	
(ii)	Canadian Location	N.B.1.		X	X	X		
(b)	All other States							
(i)	US Location	X		X	N.B.2.	X		
(ii)	Canadian Location	N.B.1.		X	X	X		
West Indies:–							
Anguilla, Antigua, Bahamas, Barbados, Belize, Bermuda, Cayman Islands, Dominica, Grenada, Jamaica, Nevis, Trinidad, Tobago, St. Christopher, St. Lucia, St. Vincent, US Virgin Islands	X		X	X	X	X	
All other Territories	X		X		X		

117. Audit Arrangements Byelaw No. 7 of 1998, 1 April 1998
COMMENCEMENT
  Subject to subparagraph (2) this Byelaw came into force on 15 April 1998.
AMENDMENTS
  This byelaw was amended by:
Captive Corporate Members Byelaw (No. 19 of 1998)
Intermediary Amendment Byelaw (No. 10 of 2000)
Audit Arrangements (Amendment) Byelaw (No. 16 of 2000).
EXPLANATORY NOTE
(This note is not part of the byelaw)
  This byelaw which comes into force on 15 April 1998:
	(i)	revokes the Syndicate Audit Arrangements Byelaw (No. 10 of 1984, 102) (paragraph 16); and
	
	(ii)	introduces “recognised accountant” as the generic term for an accountant engaged either by a syndicate to perform the annual solvency audit or annual syndicate audit or by a syndicate or Lloyd’s broker to act as reporting accountant (parts B & C).
  Any accountant so engaged is “recognised” by Lloyd’s so as to maintain the approval process necessary to ensure Lloyd’s continued compliance with section 83 of the Insurance Companies Act.
  The Byelaw:
	(i)	requires the completion of an application form and the provision to Lloyd’s of an undertaking in the appropriate form (paragraph 6(6)); and
	(ii)	requires syndicates and Lloyd’s brokers to appoint recognised accountants for reporting to Lloyd’s on compliance matters. The regime for Lloyd’s brokers is not yet fully developed and transitional arrangements set out in paragraph 17 will apply; and
	(iii)	empowers Lloyd’s to commission reports from recognised accountants on either general issues which affect the whole community or ad hoc issues which affect one or more entity (paragraph 13); and
	(iv)	imposes a duty on recognised accountants to report matters of material significance to Lloyd’s (Schedule 2).
PART A—INTERPRETATION
1.	Interpretation
PART B—THE LIST OF RECOGNISED ACCOUNTANTS
2.	The list
3.	Entry in the list
4.	Conditions of entry in the list
5.	Removal from the list
PART C—RECOGNISED ACCOUNTANTS
6.	Duty of Syndicate to appoint recognised accountant in each year
7.	Duty of Broker to appoint recognised accountant in each year
8.	Restrictions on appointment as recognised accountant
9.	Resignation and removal of recognised accountants
10.	Rights and duties of recognised accountants on resignation or removal
11.	Appointment of recognised accountants
12.	Disclosure of information
13.	Reports
14.	Powers of Council
15.	Notices and other documents to be sent to members’ agents
PART D—SUPPLEMENTARY AND TRANSITIONAL
16.	Revocation
17.	Saving and transitional provisions
18.	Commencement
Schedule 1  Interpretation
Schedule 2  Contents of recognised accountant undertaking
Schedule 3  Terms of appointment
The Council of Lloyd’s in exercise of its powers under section 6(2) of Lloyd’s Act 1982 by special resolution hereby makes the following byelaw.
Part A: Interpretation
1. Interpretation
  Schedule 1 to this byelaw (interpretation) shall have effect.
Part B: the List of Recognised Accountants
2. The list
  (1) The Council shall establish and maintain a list of all individuals and firms entitled to act as a recognised accountant.
  (2) The entry of the name of any individual or firm in the list shall be conclusive in determining whether that individual or firm is for the time being entitled to act as a recognised accountant.
  (3) Section 26 of the Companies Act 1989 shall be deemed to apply to appointments made for the purposes of this byelaw.
3. Entry in the list
  (1) Any eligible person may apply to the Council for the entry of his name in the list; applications shall be made in accordance with such procedures and shall be accompanied by such documents and information as the Council may from time to time determine.
  (2) The Council shall not enter the name of any individual or firm in the list unless it is satisfied that:
	(a)	he is an eligible person;
	(b)	that having regard to such other matters as the Council may consider relevant, he is suitable to be a recognised accountant; and
	(c)	a copy of the undertaking as set out in Schedule 2 to this byelaw signed by the individual or on behalf of the firm has been received by the Council.
  (3) The Council may at any time determine (without prejudice to the other powers of the Council under paragraph 5) that the entry of the name of any person in the list shall expire after a specified period being not less than one year from such determination. Notice of such determination shall be given to the recognised accountant concerned within 14 days thereof.
4. Conditions of entry in the list
  The Council may, as a condition of the entry of the name of a person in the list, or of a person’s name remaining in the list require that person to provide to the Council a written undertaking containing provisions to the effect, or substantially to the effect, set out in Schedule 2 to this byelaw, together with any such other provisions as the Council may specify.
5. Removal from the list
  (1) The Council shall remove the name of a recognised accountant from the list:
	(a)	if it is satisfied that he is no longer an eligible person; or
	(b)	if he so requests [; or
	(c)	if three years have elapsed since the termination of his last appointment as a recognised accountant by any underwriting agent or syndicate.]
  (2) The Council may at any time remove the name of a recognised accountant from the list if it is satisfied that he does not meet any of the requirements of this byelaw.
  (3) The Council may at any time remove the name of a recognised accountant from the list if that recognised accountant:
	(a)	fails to comply with any condition or requirement imposed on his name being permitted to remain in the list under sub-paragraph (4)(b); or
	(b)	fails to comply with any term of any undertaking given to the Council under paragraph 4; or
	(c)	fails to discharge adequately any of the duties or obligations imposed on recognised accountants by the Lloyd’s syndicate accounting rules or by the Council [; or
	(d)	fails to discharge adequately any of the duties or obligations required to be undertaken or performed by the auditor of an underwriting agent pursuant to the Companies Act 1985, the Underwriting Agents Byelaw (No. 4 of 1984, 101) or any other requirement of the Council.]
  (4) Where the Council proposes to remove the name of any recognised accountant from the list under sub-paragraph (1)(a) [or (c)], (2) or (3) above, the Council shall give the recognised accountant concerned at least 21 days’ notice in writing specifying the reasons why the Council proposes to act and, before taking any action under any such sub-paragraph, the Council shall take into account any representations made by or on behalf of or in support of the recognised accountant concerned within such period. After taking account of such representations, the Council shall decide whether to:
	(a)	remove the name of that recognised accountant from the list; or
	(b)	permit the name of that recognised accountant to remain on the list subject to compliance with such conditions as the Council may think fit; or
	(c)	take no action;
and shall notify that recognised accountant of its decision.
NOTE
Part C: Recognised Accountants
6. Duty of Syndicate to appoint recognised accountant in each year
  (1) Every syndicate shall, in annual general meeting, appoint a recognised accountant for the following purposes:
	(a)	the solvency audit required by paragraph 3.1 of the Solvency and Reporting Byelaw (No. 13 of 1990, 204) in connection with section 83(4) of the Insurance Companies Act 1982;
	(b)	the annual audit of the annual report, and every personal account or syndicate MAPA account pursuant to paragraph 14 to the Syndicate Accounting Byelaw (No. 18 of 1994, 326); or
	(c)	reporting to the Council pursuant to paragraph 13 of this byelaw.
  (2) Every syndicate shall, in annual general meeting, appoint a recognised accountant on or before the relevant date in each year, to hold office from the relevant date in that year until the relevant date in the following year.
  (3) No appointment need be made under sub-paragraph (2) in respect of a syndicate in the year in which the first appointment of a recognised accountant of the syndicate is made under paragraph 11(1).
  (4) For the purposes of this paragraph, “annual general meeting” means a meeting called pursuant to the provisions of paragraph 2(1)(a) of the Syndicate Meetings Byelaw (No. 11 of 1994, 324).
  (5) Any member of a syndicate intending to propose, at an annual general meeting, any person or persons as a recognised accountant shall give the managing agent of that syndicate not less than 21 days’ written notice of such intention and of the identity of the person or persons he intends so to propose.
  (6) Any appointment of a recognised accountant shall include the provisions set out in Schedules 2 and 3 to this byelaw.
	(7)	(i)A syndicate auditor shall not seek any provision from the managing agent of a syndicate for which it carries out its duties as syndicate auditor exempting the auditor or any employee of the auditor from, or indemnifying it or any employee against, any liability which by virtue of any rule of law would otherwise attach to the auditor in respect of any negligence, default, breach of duty or breach of trust of which the auditor may be guilty in relation to the syndicate.
		(ii)Sub-paragraph (i) shall not prevent the auditor:
	(a)	from seeking insurance from the managing agent against any such liability; or
	(b)	seeking indemnity from the managing agent against the liability incurred in defending any proceedings (whether civil or criminal) in which judgment is given in the auditor’s favour or the auditor is acquitted.
[6A. Duty of underwriting agent to appoint recognised accountant as auditor
  (1) For its financial year commencing on or after 1 January 2000 and for each financial year thereafter every underwriting agent shall appoint a recognised accountant as auditor in accordance with, for the purposes of, and with the duties set out in, sections 235–237 inclusive and Part XI Chapter V of the Companies Act 1985, Section IV of the Underwriting Agents Byelaw (No. 4 of 1984, 101) and paragraph 13 of this byelaw.
  (2) Any appointment of a recognised accountant as auditor shall include the provisions set out in Schedules 2 and 3 to this byelaw.
	(3)	(i)A recognised accountant appointed pursuant to this paragraph shall not seek any provision from the underwriting agent for which it carries out its duties exempting the recognised accountant or any employee of the recognised accountant from, or indemnifying it or any employee against, any liability which by virtue of any rule of law would otherwise attach to the recognised accountant in respect of any negligence, default, breach of duty or breach of trust of which the auditor may be guilty.
		(ii)Sub-paragraph (i) shall not prevent the recognised accountant;
	(a)	from seeking insurance from the underwriting agent against any such liability; or
	(b)	seeking indemnity from the underwriting agent against liability incurred in defending any proceedings (whether civil or criminal) in which judgment is given in the recognised accountant’s favour or the auditor is acquitted.]
NOTE
  […]
NOTE
8. Restrictions on appointment as recognised accountants
  (1) The Council may in granting an eligible person entry of his name in the list under this byelaw impose such conditions and requirements or grant such exemptions as it thinks fit whether applying to the eligible person, syndicate or [underwriting] agent concerned or all of them, and may from time to time during the currency of any appointment vary or revoke any condition or requirement or impose additional conditions or requirements.
  (2) Without prejudice to the foregoing, any conditions and requirements prescribed under sub-paragraph (1):
	(a)	may impose requirements which are absolute or which are to vary from time to time by reference to such factors as are specified in or determined in accordance with such conditions and requirements;
	(b)	may contain incidental, supplementary and transitional provisions.
NOTE
9. Resignation and removal of recognised accountants
  (1) A recognised accountant may resign from his office by depositing a notice in writing to that effect at the registered office of the managing agent of the syndicate [[or underwriting agent, as the case may be]] […]. The notice shall operate to terminate his office on the date the notice is deposited or on such later date (not being more than 60 days from the deposit of the notice) as may be specified therein.
  (2) A recognised accountant depositing a notice under sub-paragraph (1) above shall at the same time send a copy of the notice to the Society.
  (3) [[An underwriting]] agent […] may at any time, after giving to the Society and the recognised accountant at least 21 days’ notice in writing of its intention to do so, remove any recognised accountant from office.
  (4) Where notice has been given in accordance with sub-paragraph (3), the [[underwriting]] agent […] shall take into account any representations made by or on behalf of or in support of the recognised accountant concerned within such notice period. After taking into account such representations, the [[underwriting]] agent or the Lloyd’s broker shall decide whether to:
	(a)	withdraw the notice of removal; or
	(b)	take no action;
and shall notify the recognised accountant of its decision.
  (5) The removal of a recognised accountant under sub-paragraph (3) above shall not have effect unless the relevant members of the syndicate in question and the recognised accountant [[as auditor of the syndicate]] have been given not less than 21 days’ notice in writing by the managing agent of the grounds for such removal.
  (6) Subject to sub-paragraph (7), if during his term of office a recognised accountant becomes to his knowledge disqualified by virtue of the conditions and requirements so prescribed pursuant to paragraph 8(1) from continuing to hold the office of recognised accountant, he shall thereupon vacate his office, and he shall give notice in writing that he has done so, specifying the ground of the disqualification, to the managing agent of the syndicate [[or underwriting agent, as the case may be]] […] and to the Society.
  (7) Sub-paragraph (6) above shall not apply until the expiry of two months after the date of his becoming disqualified and the recognised accountant or the [[underwriting]] agent […] concerned may during that period of two months apply to the Council for an exemption pursuant to paragraph 8(1).
  (8) If to the knowledge of the managing agent of the syndicate [[or underwriting agent]] […] concerned, [[as the case may be]] […]:
	(a)	a recognised accountant during his term of office becomes disqualified under paragraph 8(1) from continuing to hold the office of recognised accountant of that syndicate; and
	(b)	the recognised accountant has not vacated his office in accordance with sub-paragraph (6) and (7) of this paragraph;
the [[underwriting]] agent […] shall by written notice to such recognised accountant, specifying the ground of the disqualification, forthwith remove him from office, and shall forthwith give notice in writing of the removal to the Society.
NOTE
10. Rights and duties of recognised accountants on resignation or removal
  (1) Where a recognised accountant ceases to hold or resigns his office under paragraph 9 above he shall deposit at the registered office of the managing agent of the syndicate concerned [[or underwriting agent, as the case may be]] […], a notice in writing containing either:
	(a)	a statement of any circumstances connected with his removal or resignation, which he considers should be brought to the attention of the members of the syndicate or company or partnership, as the case may be; or
	(b)	a statement that there are no such circumstances as aforesaid;
and shall at the same time send a copy of the notice to the Society.
  (2) [[An underwriting]] agent which receives a notice under sub-paragraph (1) above shall within 14 days of receipt send a copy of the notice to each relevant member and to the Society.
  […]
NOTE
11. Appointment of recognised accountants
  (1) Where at any time on or after 15 April 1998 a managing agent commences underwriting on behalf of the members of a newly formed syndicate, it shall as soon as practicable thereafter appoint a recognised accountant, to hold office as syndicate auditor until the relevant date in the following year.
  (2) Where:
	(a)	a recognised accountant resigns from or vacates his office; or
	(b)	[[an underwriting]] agent […] removes a recognised accountant from office;
and as a consequence there is no recognised accountant concerned continuing in office, the [[underwriting]] agent or Lloyd’s broker shall within 42 days appoint a new recognised accountant to hold office until the next relevant date.
  (3) Written notice of every appointment of a recognised accountant under this paragraph shall not less than 21 days before it is made be given to:
	(a)	each relevant member; and
	(b)	the Society.
NOTE
12. Disclosure of information
  (1) Every [[underwriting]] agent […] shall allow the recognised accountant a right of access at all times to its accounting and other records.
  (2) [[Every underwriting]] agent […] and every partner in or director or compliance officer of [[an underwriting]] agent […] shall provide to the recognised accountant such information and explanations as the recognised accountant thinks necessary for the performance of his duties.
  (3) If a recognised accountant has not obtained all the information and explanations which, to the best of his knowledge and belief, are necessary for the purposes of his reports under this byelaw, he shall state that fact in the report which he makes.
  (4) No [[underwriting]] agent […], partner in or director or compliance officer of [[an underwriting]] agent […] shall fail to give to a recognised accountant any information required by him pursuant to sub-paragraph (2) above, or shall in giving or purporting to give any information or explanation which the recognised accountant so requires, or is entitled so to require, knowingly or recklessly make a statement which is misleading, false or deceptive in a material particular.
  (5) References in this paragraph to a recognised accountant include a person carrying out a further examination pursuant to a direction given under paragraph 13 of this byelaw.
NOTE
13. Reports
  (1) Subject to sub-paragraph (2) if in any case it appears to the Council that there is good reason to do so, the Council may upon reasonable notice direct that any [[underwriting]] agent(s) or any […] commission a written report from the syndicates [[or underwriting agent’s]] […] recognised accountant on such subject and in such form as the Council directs.
  (2) Any [[underwriting]] agent […] directed to commission a report pursuant to sub-paragraph (1) shall make freely available to the relevant recognised accountant all information, documents or other material relating to such report, give them reasonable facilities in his premises for the purpose of examining such documents or other material and permit them to copy any such documents or material in its premises or elsewhere.
  (3) The Council may, if it is satisfied that circumstances so justify, require any managing agent […] who has been directed to commission a report pursuant to sub-paragraph (1) to pay or make a contribution towards any costs incurred or in connection with such report.
NOTE
14. Powers of Council
  (1) Where there has been a breach of the requirements of paragraph 6, 7, 11(1) or (2), the Council may give such directions as the circumstances may appear to it to require, including without limitation a direction that within a specified period the [[underwriting]] agent […] appoint as recognised accountant such person or persons, to hold office for such period, as it may specify. The [[underwriting]] agent […] shall comply with any such direction, and shall give immediate notice of any appointment made pursuant to it to each relevant member and to the Society.
  (2) If [[an underwriting]] agent […] does not comply within the specified period with a direction to appoint a specified person or persons as recognised accountant given under sub-paragraph (1) above, the Council shall be deemed to be authorised to make the appointment on behalf of the [[underwriting]] agent […].
  (3) A recognised accountant appointed under, or pursuant to a direction given under, this paragraph may not be removed before the expiry of his term of office without the prior written consent of the Council.
  (4) The Council may direct any executive of [[an underwriting]] agent […] to furnish to it any such information and explanations as it may require with respect to or in connection with any of the matters mentioned in this Part, and for that purpose may on reasonable notice require any such executive to attend before the Council or any person authorised by the Council for that purpose.
NOTE
[14A. Recognised accountant not to act as auditor of the syndicate and its managing agent
  A recognised auditor shall not without the prior written consent of the Council act both as syndicate auditor for a syndicate and as auditor of the managing agent of that syndicate.]
NOTE
15. Notices and other documents to be sent to members’ agent
  (1) Any notice or other document which is required by this byelaw to be given or sent by the managing agent of a syndicate to a member who is a member of the syndicate under arrangements made by a members’ agent shall be given or sent to that members’ agent.
  (2) Every members’ agent which receives any document under sub-paragraph (1) above shall forward it forthwith to the underwriting member to whom it relates.
Part D: Supplementary and Transitional
16. Revocation
  The following byelaws are revoked:
	(1)	The Syndicate Audit Arrangements Byelaw (No. 10 of 1984)
	(2)	The Syndicate Audit Arrangements (Amendment) Byelaw (No. 3 of 1985)
	(3)	The Syndicate Audit Arrangements (Amendment No. 2) Byelaw (No. 7 of 1989).
17. Saving and Transitional Provisions
Any appointment or condition or requirement made or other thing done under the Syndicate Audit Arrangements Byelaw (No. 10 of 1984) shall be deemed to have effect as if that appointment condition or requirement or other thing had been done under this byelaw.
18. Commencement
  (1) Subject to sub-paragraph (2) this byelaw shall come into force on 15 April 1998.
  (2) References and provisions relating in this byelaw to Lloyd’s brokers shall not come into force until such future date is determined by the Council.
Schedule 1—Interpretation
In this byelaw, unless the context otherwise requires, the following expressions have the following meanings—
“active underwriter” has the meaning given in paragraph 1(a) of the Underwriting Agents Byelaw (No. 4 of 1984, 303);
“eligible person” means an individual, or a firm, qualified for appointment as auditor of a company under the terms of the Companies Act 1989 or a company permitted to act as auditor under the terms of the Companies Act 1985;
“executive” means, in relation to [an underwriting] agent, a person who:
	(i)	is a director of or a partner in the [underwriting] agent, or a person in accordance with whose instructions the directors or partners of the [underwriting] agent are accustomed to act; or
	(ii)	is the active underwriter or the run-off manager of any syndicate managed by the managing agent;
NOTE
“list” means the list of recognised accountants established and maintained by the Council under this byelaw;
“Lloyd’s syndicate accounting rules” means
	(i)	the Syndicate Accounting Byelaw (No. 18 of 1994, 326);
	(ii)	this byelaw;
	(iii)	every other byelaw or regulation made under Lloyd’s Acts 1871 to 1982 and for the time being in force relating to the form or manner in which managing agents are to account to underwriting members for whom they act as such; and
	(iv)	every requirement for the time being prescribed pursuant to any byelaw or regulation referred to in (i) to (iii) above;
“managing agent” means, as the case may require:
	(i)	an underwriting agent which is listed as a managing agent on the register of underwriting agents maintained under the Underwriting Agents Byelaw (No. 4 of 1984, 303);
	(ii)	an underwriting agent which has been appointed to perform the functions of a managing agent pursuant to the Substitute Agents Byelaw (No. 20 of 1983, 300);
	
“member of a syndicate” means an underwriting member underwriting insurance business as a member of a syndicate at Lloyd’s;
“recognised accountant” means an eligible person whose name is for the time being entered in the list of recognised accountants;
“recognised supervisory body” means a body established pursuant to section 30 of the Companies Act 1989;
“registered office” means, in relation to an underwriting agent which is not a company within the meaning of the Companies Act 1985, its principal place of business for the time being (other than the Room);
“relevant date” means, in relation to a syndicate, the date the day after the date (or if more than one the earliest date) on which the annual general meeting of the syndicate is held pursuant to paragraph 2(1) of the Syndicate Meetings Byelaw (No. 11 of 1994, 324);
“relevant guidance on confidentiality” means any rules or guidance on confidentiality made or issued by the recognised accountant’s Recognised Supervisory Body;
“relevant member” means, in relation to any appointment, resignation or removal of a recognised accountant appointed in relation to a syndicate, an underwriting member who is or was a member of the syndicate for any relevant year of account and for this purpose a “relevant year of account” is a year of account in respect of which an underwriting account is under the Lloyd’s syndicate accounting rules required to be included in the annual report next required to be prepared for the members of the syndicate concerned after that appointment, resignation or removal;
“reporting accountant” means an accountant appointed by a Lloyd’s broker or a managing agent on behalf of a syndicate [or an underwriting agent] for the purposes of reporting to the Council pursuant to paragraph 13 of this byelaw;
NOTE
[“syndicate” means an underwriting member or group of underwriting members of Lloyd’s underwriting insurance business at Lloyd’s through the agency of a Lloyd’s underwriting agent to which member or group a particular syndicate number is assigned by the Council;]
NOTE
“syndicate auditor” means, in relation to a syndicate, the person, firm or company appointed pursuant to paragraph 6 of this byelaw.
[“underwriting agent” means a person permitted by the Council to act as an underwriting agent at Lloyd’s and listed on the register of underwriting agents maintained under the Underwriting Agents Byelaw (No. 4 of 1984, 101.]
NOTE
Schedule 2—Contents of Recognised
Accountant Undertaking
In consideration of the Council of Lloyd’s (“the Council”) granting approval of [    ] (the “individual”/the “company”/the “firm”) and including his/its name in the list of recognised accountants under the Audit Arrangements Byelaw (No [  ] of  ) as amended, extended, consolidated or re-enacted from time to time (“the byelaw”) I/we hereby provide the following undertakings to the Council.
1. Inclusion in the list of recognised accountants
  (1) The [individual/company/firm] recognises that its inclusion in the list of recognised accountants entitled to act as [[auditor of an underwriting agent or as]] a syndicate auditor or as a reporting accountant for a syndicate [[or underwriting agent]] […] under the provisions of Lloyd’s syndicate accounting rules (“the list”) is conditional on the provision of the undertakings set out herein and compliance with such other conditions set out in paragraph 6 as the Council may have specified.
  (2) The [individual/company/firm] undertakes to comply with such other conditions and requirements applicable to it as the Council may from time to time impose or prescribe.
  (3) The [individual/company/firm] agrees that, save as provided in the Appeal Tribunal Byelaw (No. 32 of 1996, 420) as amended, extended, consolidated or executed from time to time, it will have no right or claim against the Society of Lloyd’s, or against any body or person included within the definition of “the Society” in section 14(6) of Lloyd’s Act 1982, arising out of or in connection with the removal of its name from the list.
NOTE
2. Provision of information in relation to the firm
  (1) The [individual/company/firm] shall notify the Council forthwith, in writing, of any event or proposed change in circumstances which may affect significantly the information provided in connection with its application for inclusion in the list or any periodic review thereof.
  (2) A representative of the [company/firm] may be asked, upon reasonable notice being given, to attend before the Council, the Committee, the Chairman or a Deputy Chairman of Lloyd’s or an appointed representative thereof.
3. General
  (1) The [individual/company/firm] undertakes that it will comply with those requirements of the Lloyd’s syndicate accounting rules [and accounting rules for underwriting agents] which are applicable to it as a recognised accountant; and
  (2) the [individual/company/firm] undertakes to exercise due care in providing reports and other information in its capacity as recognised accountant.
NOTE
4. Provision of information in relation to recognised accountant clients
  (1) The [individual/company/firm] acknowledges the duty of the Council to exercise its powers contained in Lloyd’s Acts 1871 to 1982, or in byelaws or regulations made thereunder, in the interests of members of Lloyd’s and Lloyd’s policyholders; and that to facilitate the exercise of such powers the Council may from time to time reasonably require information or explanations from the [individual/company/firm] in respect of its work as recognised accountant and that such information or explanations shall be given by the [individual/company/firm].
  (2) The [individual/company/firm] undertakes, in response to a request by the Council, to use reasonable endeavours, to the extent that it may do so lawfully and ethically, to provide to the Council such information, documents or explanations in relation to matters of which it has become aware in its capacity as recognised accountant, for the purpose of the exercise of powers by the Council contained in Lloyd’s Acts 1871 to 1982 or in byelaws or regulations made thereunder.
  (3) The [individual/company/firm] undertakes to bring to Lloyd’s attention without delay information of which it becomes aware in its capacity as recognised accountant, when in its opinion there is reasonable cause to believe:
	(a)	that the entity’s authorisation could be withdrawn under paragraph 11 of the Underwriting Agents Byelaw (No. 4 of 1984, 303) […] as the case may be; or
	(b)	that there is or may be a failure to fulfil any of the criteria of sound and prudent management and that failure is or may be of material significance to Lloyd’s in determining whether any of its powers of intervention set out in the Administrative Suspension Byelaw (No. 7 of 1987, 407) and the Misconduct and Penalties Byelaw (No. 30 of 1996, 418) should be exercised; or
	(c)	that there is or may be a contravention of any provision in Lloyd’s Acts 1871 to 1982 or in byelaws or regulations made thereunder and that failure is likely to be of material significance to Lloyd’s in determining whether any of its powers of intervention should be exercised; or
	(d)	that the entity’s continuous functioning may be affected; or
	(e)	the [individual/company/firm] concludes that it is precluded from making the appropriate report without qualifying its opinion.
NOTE
  (4) The [individual/company/firm] undertakes to report any facts and decisions pertaining to sub-paragraph 4(3) of which it becomes aware in its capacity as recognised accountant resulting from its client having close links resulting from a control relationship with another entity for whom the [individual/company/firm] acts as auditor or reporting accountant. An entity is closely linked with:
	(a)	any person who is or, if he were an entity, would be its parent entity;
	(b)	any entity which is its subsidiary entity;
	(c)	any entity which is or, if any person falling within sub-paragraph (a) above were an entity, would be a fellow subsidiary entity; and
	(d)	any person in accordance with whose directions or instructions its directors are accustomed to act;
and any reference to an entity’s close links with any person shall be construed accordingly.
  (5) A representative of the [individual/company/firm] will, upon reasonable notice being given, attend before the Council, the Committee, the Chairman or any Deputy Chairman of Lloyd’s or any officer of the Society duly authorised by any one of them.
5. Resignation and removal
  (1) The [individual/company/firm] may resign its appointment by depositing a notice in writing to that effect at the registered office of the [[underwriting agent]] […] concerned. The notice shall operate to terminate its appointment on the date the notice is deposited or on such later date (not being more than 60 days from the deposit of the notice) as may be specified therein.
  (2) If the [individual/company/firm] deposits a notice under sub-paragraph 5(a), it shall at the same time send a copy of the notice to the Society.
  (3) Subject to sub-paragraph 5(4) of this paragraph, if during its term of office the [individual/company/firm] becomes to its knowledge disqualified under paragraph 8(1) of the byelaw from continuing to hold the office of recognised accountant it shall thereupon vacate its office and shall give notice in writing that it has done so, specifying the ground of the disqualification, to the [[underwriting agent]] or the registered office of the Lloyd’s broker and to the Society.
  (4) Where the [individual/company/firm] becomes disqualified under paragraph 8(1) of the byelaw from continuing to hold the office of recognised accountant, sub-paragraph 5(3) of this paragraph shall not apply until the expiry of two months after the date of its becoming disqualified and the recognised accountant or the [[underwriting]] agent concerned may during that period of two months apply to the Council for an exemption pursuant to paragraph 8(1) of the byelaw.
  (5) Where the [individual/company/firm] is removed from its office or is not reappointed to office it shall deposit at the registered office of the [[underwriting agent]] […] concerned a notice in writing containing either:
	(a)	a statement of any circumstances connected with its removal or resignation, or with the fact that it has not been so re-appointed (as the case may be), which it considers should be brought to the attention of the members of the syndicate, […] or the underwriting agent; or
	(b)	a statement that there are no such circumstances as aforesaid;
and shall at the same time send a copy of the notice to the Society.
NOTE
6. Further conditions specified by the Council of Lloyd’s
  (1) If it appears to the Council that there is good reason to do so, the Council may require the [individual/company/firm], upon reasonable notice, to provide written reports on such subject and in such form as the Council directs.
	(2)	(a)Subject to sub-paragraph (b) below the [individual/company/firm] undertakes not to seek any provision from the [[underwriting agent for which it carries out its duties as auditor or from the]] managing agent of a syndicate for which it carries out its duties as syndicate auditor exempting the [individual/company/firm] or any employee of the [individual/company/firm] from, or indemnifying it against, any liability which by virtue of any rule of law would otherwise attach to him in respect of any negligence, default, breach of duty or breach of trust of which he may be guilty in relation to [[the underwriting agent or to]] the syndicate.
		(b)Sub-paragraph (a) above does not prevent the [individual/company/firm]:
	(i)	from seeking insurance from the [[underwriting]] agent against such liability; or
	(ii)	seeking indemnity from the [[underwriting]] agent against any liability incurred in defending any proceedings (whether civil or criminal) in which judgment is given in his favour or he is acquitted, or in connection with any application under Section 727 of the Companies Act 1985 (general power to grant relief in case of honest and reasonable conduct) in which relief is granted to him by the court.
  [[(3) The [individual/company/firm] undertakes not without the previous written consent of the Council to act both as syndicate auditor for a syndicate and as auditor of the managing agent of that syndicate.]]
NOTE
7. Delegation by the Council
  The [individual/company/firm] acknowledges that any reference in this undertaking to the Council shall, save where the context otherwise requires, include any person or body acting by or under the authority of the Council.
8. Interpretation
  Unless the context requires otherwise, all words shall have the meanings given to them in the byelaw.
Signed: ...............................................................................................
Name and title: .....................................................................................
For and on behalf of
Name of firm: ........................................................................................
Address: ..............................................................................................
Date: ..................................................................................................
Schedule 3—Terms of Appointment
  The provisions referred to in paragraphs 6(6) to this byelaw are:
	“The [identify underwriting agent/[[…]]] hereby acknowledges and declares that no duty which [identify recognised accountant] might owe to [identify underwriting agent/[[…]]] shall be contravened by [identify recognised accountant] communicating in good faith to Lloyd’s, any information or opinion on a matter of which [identify recognised accountant] has (or shall) become aware in its capacity as recognised accountant and which in the opinion of the recognised accountant is or may be, relevant to any function of Lloyd’s under Lloyd’s Act 1982 or any byelaws or regulations made thereunder.”
NOTE
118. Training and Development Byelaw No. 4 of 1999, 14 April 1999
COMMENCEMENT
  This byelaw came into force on 1 January 1999.
EXPLANATORY NOTE
(This note is not part of the byelaw.)
  This byelaw revises and consolidates the following byelaws:
	(a)	Lloyd’s Market Certificate Byelaw (No. 6 of 1989, 109);
	
	(b)	Lloyd’s Introductory Test Byelaw (No. 8 of 1985, 104);
	(c)	Underwriting Agents Qualifications Byelaw (No. 31 of 1993, 113),
which are accordingly revoked.
  This byelaw provides that each underwriting agent, run-off company or Lloyd’s adviser shall prepare a training and development plan. Lloyd’s brokers are not required to prepare a training and development plan.
  Council may make requirements under this byelaw that the Lloyd’s Introductory Test and other qualification and experience requirements must be met by certain individuals as a precondition to carrying out certain functions at Lloyd’s. Such requirements may apply to underwriting agents, Lloyd’s brokers, Lloyd’s advisers and run-off companies.
For the full text of this byelaw, see Part C, 343.
119. Proportional Reinsurance Syndicates Byelaw No. 9 of 1999, 12 May 1999
COMMENCEMENT
  This byelaw commenced on 6 June 1999.
For the full text of this byelaw, see Part C, 347.
120. Underwriting Agents (Amendments No. 16) Byelaw No. 15 of 1999, 8 September 1999
EXPLANATORY NOTE
(This note does not form part of the byelaw.)
  This Byelaw revokes the Lloyd’s Advisers Byelaw (No. 19 of 1993) and makes consequential amendments to enable those persons whose name appeared on the register maintained by the Council under paragraph 2 of that byelaw prior to its revocation to be included as a class of members’ agents within the Underwriting Agents Byelaw.
  The Byelaw also makes consequential amendments to remove references to Lloyd’s advisers from other byelaws whilst making saving and transitional arrangements to ensure that former Lloyd’s advisers which have not been registered as members’ agents remain subject to Lloyd’s enforcement arrangements, if appropriate.
  The Byelaw comes into force at two dates. The second date of 1 April 2000 (in accordance with clause 15.2(a) of the Managing Agent’s Agreement (Corporate Member)) is to allow those corporate members who have Managing Agents Agreements which include reference to Lloyd’s Advisers to either amend those agreements or enter into new agreements to reflect the byelaw changes. The changes brought in on 1 April 2000 will be effective from 1 January 2001.
[The first 27 paragraphs of this byelaw concerned the revocation of the Lloyd’s Advisers Byelaw (No. 19 of 1993, 320) and amendments to the following byelaws, all of which have been made on the original byelaws:
	1.	Underwriting Agents Byelaw (No. 15 of 1999, 101)
	2.	Membership Byelaw (No. 17 of 1993, 111)
	3.	Run-Off Companies Byelaw (No. 2 of 1995, 114)
	4.	Individual Registration Byelaw (No. 3 of 1998, 115)
	5.	Solvency and Reporting Byelaw (No. 13 of 1990, 204)
	6.	Substitute Agents Byelaw (No. 20 of 1983, 300)
	7.	Agency Agreements Byelaw (No. 8 of 1988, 310)
	8.	Multiple Syndicates Byelaw (No. 5 of 1989, 311)
	9.	Run-Off Years of Account Byelaw (No. 17 of 1989, 312)
	10.	Members’ Agents (Australia) Byelaw (No. 14 of 1992, 316)
	11.	Price Sensitive Information Byelaw (No. 19 of 1995, 328)
	12.	Conversion and Related Arrangements Byelaw (No. 22 of 1996, 329)
	13.	Major Syndicates Transactions Byelaw (No. 18 of 1997, 332)
	14.	Training and Development Byelaw (No. 23 of 1998, 343)
	15.	Inquiries and Investigations Byelaw (No. 3 of 1983, 400)
	16.	Issue of Proceedings by Council Byelaw (No. 18 of 1983, 402)
	17.	Suspension: Supplementary and Consequential Byelaw (No. 19 of 1983, 403)
	18.	Disclosure by Directions Byelaw (No. 21 of 1983, 404)
	19.	Review Powers Byelaw (No. 5 of 1986, 406)
	20.	Administrative Suspension Byelaw (No. 7 of 1987, 407)
	21.	Members’ Ombudsman Byelaw (No. 13 of 1987, 408)
	22.	Insurance Ombudsman Bureau Byelaw (No. 1 of 1989, 411)
	23.	Information and Confidentiality Byelaw (No. 21 of 1993, 417)
	24.	Misconduct and Penalties Byelaw (No. 30 of 1996, 418)
	25.	Appeal Tribunal Byelaw (No. 32 of 1996, 420)
	26.	Interpretation Byelaw (No. 1 of 1983, 500)
	27.	Reconstruction and Renewal Byelaw (No. 22 of 1995, 519).]
28. Saving and Transitional arrangements.
  For the purposes of the Suspension: Supplementary and Consequential Matters Byelaw (No. 19 of 1983, 403); Administrative Suspension Byelaw (No. 7 of 1987, 407); Suspension Byelaw (No. 7 of 1987, 403); the Members Ombudsman Byelaw (No. 13 of the 1987, 408); The Insurance Ombudsman Bureau Byelaw (No. 1 of 1989, 411); the Information and Confidentiality Byelaw (No. 21 of 1993, 417); the Misconduct and Penalties Byelaw (No. 30 of 1996, 418); the Appeal Tribunal Byelaw (No. 32 of 1996, 420); the Reconstruction and Renewal Byelaw (No. 22 of 1995, 519) the expressions “underwriting agent” or “members’ agent”, as appropriate shall where the context so admits include any person whose name was formerly entered on the register of Lloyd’s advisers previously maintained by the Council under paragraph 2 of the Lloyd’s Adviser Byelaw (No. 19 of 1993, 112) where that person has not been registered as a members’ agent under paragraph 68 of the Underwriting Agents Byelaw (No. 4 of 1984, 101).
29. Commencement.
	(a)	Subject to sub-paragraph (b), this byelaw shall come into force on 9 September 1999.
	(b)	For the purpose of all existing Managing Agent’s Agreements (Corporate Members) which are in the standard form as set out in Schedule 4 of the Agency Agreements Byelaw (No. 8 of 1988) and any such agreements that have been amended or varied with the consent of the Council but which retain the expression “Lloyd’s Adviser” this byelaw shall come into force on 1 April 2000.
121. Lloyd’s Claims Byelaw No. 12 of 2000, 21 August 2000
COMMENCEMENT
  This byelaw came into force on 21 August 2000.
EXPLANATORY NOTE
(This note is not part of the byelaw.)
  This byelaw comes into force on 21 August 2000. It revokes the Lloyd’s 1994 Claims Scheme Byelaw (No. 4 of 1994, 323) from a date to be determined by the Council.
  This byelaw provides the legal framework for the transfer to a service provider of those functions of Lloyd’s that are carried out by that part of Lloyd’s currently known as LCO (paragraph 2(1)).
  In addition, it provides for the carrying on by Lloyd’s, whether through a delegate (under paragraph 3(6)) or otherwise, of those services currently undertaken by LCO. The Council is empowered to direct persons to use the services of LCO or its delegate or any transferee (paragraph 4), and may impose conditions and requirements on any use of those services (paragraph 5).
  The byelaw provides for the provision by brokers of claims information and relevant documents to underwriters of following syndicates (paragraph 6). It also provides for information to be provided to the Society or any service provider (paragraphs 6–9). The Council may prescribe charges and expenses in connection with claims services (paragraph 10) and may make regulations, codes of practice and manuals in relation to claims (paragraph 11).
For the full text of this byelaw, see Part E, 528
122. Annual Subscribers Byelaw No. 15 of 2000, 4 October 2000
COMMENCEMENT
  This byelaw came into force on 1 November 2000.
EXPLANATORY NOTE
(This note is not part of the byelaw.)
  This byelaw revokes the Annual Subscribers, Associates, Substitutes and Others Byelaw (No. 8 of 1993, 110) and provides for the establishment of a new register of annual subscribers.
The Council of Lloyd’s in exercise of its powers under section 6(2) of, and paragraphs (3), (4), (21), (24), (30) and (39) of Schedule 2 to, Lloyd’s Act 1982 by special resolution hereby makes the following byelaw.
Part A—Annual Subscribers
1. The Register
  (1) The Council shall establish and maintain a register of annual subscribers.
  (2) The Register shall be in such form and contain such particulars as the Council may determine.
2.  Requirement to be registered as an annual subscriber
  The Council may, in accordance with any criteria or guidelines that it may from time to time prescribe, require any person who wishes to be admitted to the premises of the Society to conduct insurance business to be registered as an annual subscriber.
3.  Applications for registration
  (1) Any person required to be registered as an annual subscriber may apply to the Council for his name to be entered in the Register.
  (2) An application shall be made in accordance with such procedures and shall be accompanied by such documents and information as the Council may from time to time prescribe.
  (3) The Council may require an application to include written support in such form and manner as the Council may determine from the person on whose behalf the applicant is to conduct insurance business.
  (4) At any time after receiving an application and prior to its determination, the Council may require the applicant to supply additional documents and information to the Council.
4. Powers of the Council
  (1) Subject to this byelaw, the Council may:
	(a)	consider any application for entry in the Register;
	(b)	refuse or grant any application;
	(c)	on the grant of any application, cause the name of the applicant to be entered in the Register and issue an annual subscriber’s pass to the applicant entitling him to enter the premises of the Society;
	(e)	review the registration of any annual subscriber in accordance with paragraph 7;
	(f)	remove the name of any annual subscriber from the Register in accordance with paragraph 8; and
	(g)	direct that any annual subscriber’s pass be surrendered to the Council.
  (2) The registration of an annual subscriber shall be either for a specific period or expressed to be for an indefinite period.
5. Criteria for registration
  (1) An applicant shall not be registered as an annual subscriber unless the Council is satisfied that:
	(a)	he is suitable to be so registered;
	(b)	he has passed or secured exemption from any examination required by the Council.
  (2) The burden is at all times on the applicant to demonstrate to the Council that he satisfies the criteria for registration as an annual subscriber.
6. Conditions
  In registering an applicant as an annual subscriber or following a review under paragraph 7, the Council may impose such conditions and requirements as are in its view reasonable and necessary.
7. Review of registration
  (1) The Council may at any time and from time to time conduct a review of the registration of an annual subscriber for the purpose of determining whether he continues to qualify for registration or whether there are any grounds for exercising any other power of the Council.
  (2) In connection with any such review the Council may require that the annual subscriber provide such documents and information as the Council may specify and comply with such requirements as the Council may from time to time determine relating to the procedures for conducting any such review.
8. Removal from the register
  (1) The Council may at any time remove the name of an annual subscriber from the Register if:
	(a)	the annual subscriber so requests;
	(b)	in the opinion of the Council, he ceases to be suitable to be an annual subscriber;
	(c)	he fails or ceases to comply with any condition imposed on him under paragraph 6;
	(d)	any fee due from or in respect of the annual subscriber has been unpaid for a period of two months from the due date of payment;
	(e)	the period of registration has expired; or
	(f)	in the opinion of the Council, that is necessary to protect the interests of the Society.
  (2) Where the Council considers that there are grounds for removing the name of the annual subscriber from the Register the Council may if it considers it appropriate:
	(a)	direct the annual subscriber to surrender his annual subscriber’s pass;
	(b)	postpone the removal of the name of the annual subscriber from the Register for such period as the Council may specify or until the Council shall otherwise determine and, in connection with such postponement, give such directions as it may think fit.
9. Duty to report certain matters to the Council
  An annual subscriber shall immediately report to the Council such matters as the Council may from time to time prescribe.
10. Power of the Council to prescribe fees
  (1) Every applicant shall pay to the Society such fees as the Council may require.
  (2) For the purposes of this paragraph the Council may—
	(a)	determine the amount of any fees;
	(b)	determine the time or times for the payment of any fees;
	(c)	provide for the exemption from the payment of, or the return of or abatement of, any fees;
	(d)	charge interest on such amounts of fees as are unpaid on the due date of payment at a rate determined by the Council; and
	(e)	make different provision for different cases.
Part B—Revocations, Amendments and Transitional Provisions
11. Revocation of the Annual Subscribers, Associates, Substitutes and Others Byelaw
  The Annual Subscribers, Associates, Substitutes and Others Byelaw (No. 8 of 1993, 110) is revoked.
12. Provisions applying to existing annual subscribers and to substitutes
  (1) The Council may cause the name of any annual subscriber whose name appeared in the register of annual subscribers and associates established under the Annual Subscribers, Associates, Substitutes and Others Byelaw (No. 8 of 1993, 110) immediately prior to the revocation of that byelaw to be entered in the Register for such period as the Council may in each case determine.
  (2) The Council may cause the name of any substitute whose name appeared in the list of substitutes and representatives established under the Annual Subscribers, Associates, Substitutes and Others Byelaw (No. 8 of 1993, 110) immediately prior to the revocation of that byelaw to be entered in the Register for such period as the Council may in each case determine.
13. Amendment of the Underwriting Agents Byelaw
[These amendments have been made on the original byelaw.]
14. Amendment of the Membership (Entrance Fees and Annual Subscriptions) Byelaw (No. 9 of 1987, 105)
[These amendments have been made on the original byelaw.]
15. Amendment of the Membership Byelaw (No. 17 of 1993, 111)
[These amendments have been made on the original byelaw.]
16. Amendment of the Inquiries and Investigations Byelaw (No. 3 of 1983, 400)
[These amendments have been made on the original byelaw.]
17. Amendment of the Suspension: Supplementary and Consequential Matters Byelaw
[These amendments have been made on the original byelaw.]
18. Amendment of the Administrative Suspension Byelaw
[These amendments have been made on the original byelaw.]
19. Amendment of the Members’ Ombudsman Byelaw
[These amendments have been made on the original byelaw.]
20. Amendment of the Arbitration Scheme Rules made under the Lloyd’s Arbitration Scheme (Members and Underwriting Agents Arbitration Scheme) Byelaw
[These amendments have been made on the original byelaw.]
21. Amendment of the Information and Confidentiality Byelaw
[These amendments have been made on the original byelaw.]
22. Amendment of the Misconduct and Penalties Byelaw
[These amendments have been made on the original byelaw.]
23. Amendment of the Appeal Tribunal Byelaw
[These amendments have been made on the original byelaw.]
24. Amendment of the Council and Committee Byelaw (No. 18 of 1996, 521)
[These amendments have been made on the original byelaw.]
25. Commencement
  This byelaw shall come into force on 1 November 2000.
123. Lloyd’s Brokers Byelaw No. 17 of 2000, 6 December 2000
COMMENCEMENT
  This byelaw came into force on 1 January 2001.
EXPLANATORY NOTE
(This note is not part of the byelaw.)
  This byelaw replaces the Lloyd’s Brokers Byelaw (No. 5 of 1988).
The Council of Lloyd’s in exercise of its powers under sections 6(2) and 8(3) of, and paragraphs (12), (14), (19) and (41) of Schedule 2 to, Lloyd’s Act 1982 by special resolution hereby makes the following byelaw.
Part A—Lloyd’s Brokers
1. Registration
  (1) The registration of persons as Lloyd’s brokers and the renewal, review and withdrawal of such registration shall be under the control of the Council.
  (2) The Council shall maintain a register of Lloyd’s brokers which shall be in such form and contain such particulars as the Council may from time to time determine.
2. Applications for registration
  (1) Any person who wishes to be registered as a Lloyd’s broker (“an applicant”) may apply to the Council for its name to be entered in the register.
  (2) Applications shall be made in accordance with such procedures and shall be accompanied by such documents and information as the Council may from time to time determine.
3. Powers of the Council
  (1) Subject to this byelaw, the Council shall have power to:
	(a)	consider any application for entry in the register of Lloyd’s brokers and any application for the renewal of such entry;
	(b)	on the grant of any such application, cause the name of the applicant (and all particulars which the Council may determine in accordance with paragraph 2) to be entered in the register of Lloyd’s brokers;
	(c)	review the registration of any Lloyd’s broker in accordance with paragraph 7;
	(d)	remove the name of any Lloyd’s broker from the register in accordance with paragraph 8.
  (2) The registration of a Lloyd’s broker shall be either for a specific period or expressed to be for an indefinite period.
4. Criteria for registration
  (1) An applicant shall not be registered as a Lloyd’s broker unless the Council is satisfied that it is suitable to be a Lloyd’s broker.
  (2) An applicant shall not be registered as a Lloyd’s broker unless it satisfies one of the following requirements:
	(a)	if the applicant engages in insurance activities from a permanent place of business in the United Kingdom, the applicant shall be a member of the General Insurance Standards Council; or
	(b)	if the applicant engages in insurance activities otherwise than from a place of business in the United Kingdom then the applicant must demonstrate to the Council that it meets the General Insurance Standards Council’s requirements and rules from time to time in force with such adaptation, if any, as the Council considers necessary having regard to the applicant and to the law under which the applicant was formed, created or incorporated.
  (3) In deciding whether an applicant is suitable to be a Lloyd’s broker the Council shall have regard to the following criteria:
	(a)	the adequacy of the applicant’s professional indemnity insurance;
	(b)	the ability and willingness of the applicant to comply with such principles and standards for the conduct of business in the London insurance market as the Council may from time to time endorse, recognise or prescribe;
	(c)	the adequacy, suitability and compatibility of the applicant’s systems, protocols and arrangements for the conduct of business in the London insurance market;
	(d)	the ability and willingness of the applicant to enter into an agreement with each managing agent with whom it intends to place business recording the general terms and conditions on which business will be conducted between them;
	(e)	the adequacy of the capital of the applicant;
	(f)	the character, suitability and reputation of the directors or partners of the applicant and of its employees and controllers;
	(g)	the knowledge and experience of the conduct of business in the London insurance market of the directors or partners of the applicant and of its employees and agents;
	(h)	the applicant’s membership of any body, group or organisation that the Council considers to be necessary or desirable;
	(i)	the adequacy of any undertaking given or offered to be given to the Council by a third party to guarantee the applicant’s financial and other obligations to the Society and to members of the Lloyd’s community; and
	(j)	any other matter which in the opinion of the Council should be taken into account in deciding whether an applicant is suitable to be a Lloyd’s broker.
5. Additional requirements
  (1) The Council may at any time require a Lloyd’s broker to become a member of the General Insurance Standards Council if it becomes eligible to be a member of the General Insurance Standards Council.
  (2) The Council may at any time require a Lloyd’s broker or an applicant whose financial position is uncertain to provide the Society with funds or other security (including, but not limited to letters of credit, charges or guarantees) for the settlement and payment of insurance transactions on its behalf or to discharge any obligation incurred by them as a Lloyd’s broker to the Society or to any other person.
  (3) With the exception of Lloyd’s brokers registered in accordance with paragraph 12 of this byelaw, during the first period of registration of a Lloyd’s broker, the Council may direct that the Lloyd’s broker shall only describe and hold itself out as a provisionally accredited Lloyd’s broker.
  (4) A Lloyd’s broker shall, prior to placing business with a managing agent, enter into an agreement with that managing agent recording the general terms and conditions on which business will be conducted between them and the Council may from time to time prescribe matters which are to be recorded in such an agreement.
6. Professional indemnity insurance
  (1) The Council may from time to time prescribe such conditions and requirements as it may consider appropriate regarding the taking out and maintenance by Lloyd’s brokers of insurance with insurers of such classes or descriptions as may be prescribed against losses arising from claims in respect of any description of civil liability incurred by them, or by employees of theirs, in connection with their businesses (and so that such conditions and requirements may include a requirement that specified proportions of such losses be insured with insurers of specified classes or descriptions), and may from time to time add to, alter or withdraw any condition or requirement so prescribed.
  (2) Without prejudice to the generality of sub-paragraph (1) above, any conditions and requirements under that sub-paragraph:
	(a)	may specify the conditions which an insurance policy must satisfy for the purposes of this paragraph;
	(b)	may regulate the amounts in which insurance is to be effected and provide for the determination of those amounts by reference to such factors as may be specified; and
	(c)	may make provision for different cases or different classes of cases.
7. Review of registration
  (1) The Council may from time to time conduct a review of a Lloyd’s broker’s registration under this byelaw for the purpose of determining:
	(a)	whether the Lloyd’s broker in question continues to qualify for registration under paragraph 4;
	(b)	whether there are or may be any grounds for exercising any power of the Council under paragraph 8.
  (2) In connection with any such review the Council may require that the Lloyd’s broker provide such documents and information as the Council may specify.
8. Removal from the register
  (1) The Council shall remove the name of a Lloyd’s broker from the register if the Lloyd’s broker ceases to comply with paragraph 10 (divestment);
  (2) The Council may at any time remove the name of a Lloyd’s broker from the register if that Lloyd’s broker:
	(a)	ceases to comply with any of the requirements of this byelaw for the time being applicable to it;
	(b)	is not in the opinion of the Council a body which is suitable to be a Lloyd’s broker;
	(c)	ceases for any reason to be a member of the General Insurance Standards Council;
	(d)	registration has expired; or
	(e)	so requests.
  (3) Where the Council considers that there are grounds for removing the name of a Lloyd’s broker from the register under any of the preceding provisions of this paragraph (other than paragraph 8(1)) the Council may, if it considers that there is good reason to do so:
	(a)	postpone the removal of the name of the Lloyd’s broker from the register for such period as the Council may specify from time to time or until the Council shall otherwise determine;
	(b)	in connection with such postponement at any time and from time to time give such directions as it may think fit, including without limitation:
	(i)	a direction that the Lloyd’s broker shall not carry on any business or activity, or business or activity of a specified class or description, at Lloyd’s;
	(ii)	a direction that the Lloyd’s broker shall not hold itself out as a Lloyd’s broker.
  (4) Notwithstanding that the name of a Lloyd’s broker has been removed from the register, the Council may, if it considers that there is good reason to do so, and on such conditions and for such period as it thinks fit, permit:
	(a)	that Lloyd’s broker to continue to broke insurance business at Lloyd’s; or
	(b)	any other person to broke insurance business at Lloyd’s on behalf of that Lloyd’s broker
for the purposes only of discharging the continuing functions of that Lloyd’s broker in connection with insurance contracts and binding authorities effected by it or for which it had undertaken responsibility before the date of such removal from the register of Lloyd’s brokers.
9. Power of the Council to prescribe fees
  (1) Every applicant shall pay to the Society such fees as the Council may from time to time require.
  (2) Every Lloyd’s broker shall pay to the Society such fees as the Council may from time to time require.
  (3) For the purposes of this paragraph the Council may:
	(a)	determine the amount of fees in accordance with a specified scale or other specified factors;
	(b)	provide for the return or abatement of any fees in specified circumstances; and
	(c)	make different provisions for different cases.
10. Divestment
  No Lloyd’s broker shall be a managing agent (as defined in section 12(1)(a) of Lloyd’s Act 1982) or associated with a managing agent (as defined in section 10(2) of Lloyd’s Act 1982) unless the Council otherwise agrees in accordance with section 10(4) of Lloyd’s Act 1982.
11. Prohibition on unregistered persons broking insurance business at Lloyd’s
  Subject to any byelaw made under section 8(3) of Lloyd’s Act 1982 by which underwriting members are permitted to accept or place business otherwise than from or through a Lloyd’s broker, no person may broke insurance business at Lloyd’s unless registered as a Lloyd’s broker under this byelaw.
Part B—Transitional Provisions
12. Provisions applying to existing Lloyd’s brokers
  (1) The Council shall on 1 January 2001 cause the name of every Lloyd’s broker whose name appeared on 31 December 2000 in the register of Lloyd’s brokers maintained in accordance with the Lloyd’s Brokers Byelaw (No. 5 of 1988, 106) to be entered into the register of Lloyd’s brokers maintained in accordance with this byelaw.
  (2) The registration of a Lloyd’s broker effected under this paragraph shall be for a period of two years from the date of such registration.
Part C—Miscellaneous and Supplementary Provisions
[This Part consists of revocations and amendments, all of which have been made on the original byelaws.]
21. Commencement
  This byelaw shall come into force on 1 January 2001.

B—Prudential Supervision
This heading brings together all the provisions in the various byelaws relating to the financial standards which the corporate entities and individuals are required to meet in order to gain entry into the market and maintain throughout their tenure in the market.

200. The Underwriting Agents Byelaw No. 4 of 1984, 14 May 1984
COMMENCEMENT
  This byelaw commenced on 14 May 1984.
AMENDMENTS
  This byelaw was amended by
Underwriting Agents (Amendment) Byelaw (No. 8 of 1987)
Underwriting Agents (Amendment No. 2) Byelaw (No. 4 of 1988)
Lloyd’s Market Certificate Byelaw (No. 6 of 1989)
Underwriting Agents (Amendment No. 3) Byelaw (No. 9 of 1989)
Underwriting Agents (Amendment No. 4) Byelaw (No. 14 of 1989)
Underwriting Agents (Amendment No. 5) Byelaw (No. 18 of 1989)
Underwriting Agents (Amendment No. 6) Byelaw (No. 4 of 1990)
Miscellaneous Administrative Provisions (No. 2) Byelaw (No. 1 of 1993)
Underwriting Agents (Amendment No. 7) Byelaw of 1993 (No. 7 of 1993)
Annual Subscribers, Associates, Substitutes and Others Byelaw (No. 8 of 1993)
Information and Confidentiality Byelaw (No. 21 of 1993)
Underwriting Agents’ Qualifications (Miscellaneous Amendments) Byelaw (No. 32 of 1993)
Transitional and Conversion Arrangements (Corporate Member) Byelaw (No. 9 of 1994)
Underwriting Agents (Amendment No. 8) Byelaw (No. 13 of 1994)
Companies’ Accounts (Miscellaneous Amendments) Byelaw (No. 15 of 1994)
Syndicate Accounting Byelaw (No. 18 of 1994)
Underwriting Agents (Amendment No. 9) Byelaw (No. 3 of 1995)
Underwriting Agents (Amendment No. 10) Byelaw (No. 8 of 1995)
Underwriting Agents (Amendment No. 11) Byelaw (No. 15 of 1995)
Appeal Tribunal Byelaw (No. 18 of 1995)
Underwriting Agents (Amendment No. 12) Byelaw (No. 5 of 1996)
Conversion and Related Arrangements Byelaw (No. 22 of 1996).
Underwriting Agents (Amendment No. 13) Byelaw (No. 36 of 1996)
Underwriting Agents (Amendment No. 14) Byelaw (No. 20 of 1997)
Underwriting Agents (Amendment No. 15) Byelaw (No. 14 of 1998)
Captive Corporate Members Byelaw (No. 19 of 1998)
Premiums Trust Fund and Regulating Trustee Byelaw (No. 22 of 1998)
Training and Development Byelaw (No. 23 of 1998)
Proportional Reinsurance Syndicates Byelaw (No. 9 of 1999)
Underwriting Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Revocations Byelaw (No. 16 of 1999)
Run-Off Years of Account (Revocation) Byelaw (No. 1 of 2000)
Lloyd’s Policy Signing Office Byelaw (No. 11 of 2000)
Annual Subscribers Byelaw (No. 15 of 2000)
Lloyd’s Brokers Byelaw (No. 17 of 2000)
Underwriting Agents (Amendment No. 17) Byelaw (No. 2 of 2001).
For the full text of this byelaw, see Part A, 101.
201. The Syndicate Premium Income Byelaw No. 6 of 1984, 6 August 1984
COMMENCEMENT
  This byelaw commenced on 6 August 1984.
AMENDMENTS
  This byelaw was amended by
Syndicate Premium Income (Amendment) Byelaw (No. 5 of 1987)
Syndicate Premium Income (Amendment No. 2) Byelaw (No. 3 of 1990)
Syndicate Premium Income (Amendment No. 3) Byelaw (No. 12 of 1991)
Syndicate Premium Income (Amendment No. 4) Byelaw (No. 11 of 1992)
Miscellaneous Administrative Provisions (No. 3) Byelaw (No. 2 of 1993)
Underwriting Agents (Amendment No. 7) Byelaw of 1993
Corporate Members (Consequential Amendments) Byelaw (No. 20 of 1993)
Syndicate Premium Income (Amendment No. 5) Byelaw (No. 22 of 1993)*
Members’ Agents (Information) (Amendment No. 2) Byelaw (No. 4 of 1995)
Appeal Tribunal Byelaw (No. 18 of 1995)
Individual Registration Byelaw (No. 13 of 1996)
New Central Fund Byelaw (No. 23 of 1996)
Intermediary Amendment Byelaw (No. 10 of 2000)
Lloyd’s Policy Signing Office Byelaw (No. 11 of 2000).
1. Interpretation
  (a) In this byelaw the following expressions have the following meanings—
[“active underwriter” has the meaning given in paragraph 1(a) of the Underwriting Agents Byelaw (No. 4 of 1984, 101);]
NOTE
[“Central Fund” has the meaning given in the Schedule to the Central Fund Byelaw (No. 4 of 1986, 506);]
NOTE
[“gross premium income” means premium income before the deduction of any qualifying reinsurance premiums;]
NOTE
[…]
NOTE
“member of a syndicate” means an underwriting member underwriting insurance business as a member of a syndicate at Lloyd’s;
[ . . . ]
——————————
  * The amendments made by this byelaw apply in relation only to reinsurance premiums and arrangements allocated to the 1994 year of account or any subsequent year of account of a reinsured syndicate, save only for paragraph 1A(a), as amended, of the main byelaw.
NOTE
“member’s syndicate premium income” means premium income of a member of a syndicate arising out of insurance business underwritten through that syndicate;
“member’s syndicate premium limit” means—
	(a)	the limit prescribed by or on behalf of a member of a syndicate on the amount of insurance business [allocable] to a year of account which is to be underwritten on his behalf through that syndicate (such limit being expressed as the maximum permissible amount of his member’s syndicate premium income allocatable to that year of account); or
	(b)	where a limit lower than that referred to in (a) above is prescribed by or under the authority of the Council or the Committee, that lower limit;
NOTE
“premium income” means, in relation to an underwriting member, the aggregate of the premiums credited to him less, or net of, [qualifying reinsurance premiums,] brokerage, discount, commission, premium tax and returns;
NOTE
“premium tax” means any tax charged upon or any monies withheld from a premium by or on behalf of any statutory, governmental, state, provincial or local governmental authority, body or official;
[“relevant members’ agent” means, in relation to a syndicate, a members’ agent for the time being acting as such for a member of the syndicate in relation to that syndicate;]
NOTE
[“qualifying reinsurance premiums” means premiums paid under reinsurance arrangements described in [paragraph 1A];]
NOTE
“return” means a premium returned to an assured in respect of a policy underwritten or subscribed by an underwriting member;
[. . . ;]
NOTE
“syndicate allocated capacity” means, in relation to a syndicate, the aggregate of the member’s syndicate premium limits of all the members for the time being of the syndicate;
“syndicate premium income” means, in relation to a syndicate, the aggregate of the member’s syndicate premium income of all the members for the time being of the syndicate.
Allocation of Insurance Business to Years of Account
  (b) Insurance business underwritten through a syndicate at Lloyd’s shall for the purposes of this byelaw be allocated to a year of account in accordance with the accounting policies for the time being adopted in respect of that syndicate by its managing agent, unless the [Council] upon application in a particular case otherwise directs.
NOTE
Allocation of Premium Income to Years of Account
  (c) For the purposes of this byelaw—
	(i)	subject to (ii) and (iii) below, premium income shall be allocated to the same year of account as the insurance business out of which it arises;
	(ii)	where a year of account of a syndicate is closed by reinsuring all liabilities outstanding in respect of insurance business allocated to it into a later year of account of the same syndicate (“the later year”), any payments subsequently received or made by way of additional premiums or returns in respect of such business shall be allocated to the later year, but the premium in respect of such reinsurance to close shall not itself be treated as premium income [allocable] to the later year;
NOTE
	(iii)	where a year of account of a syndicate is closed by reinsuring all liabilities outstanding in respect of insurance business allocated to it into a later year of account of a different syndicate (“the reinsuring syndicate”)—
	(aa)	any payments subsequently received or made by way of additional premiums or returns in respect of such business; and
	(bb)	the premium in respect of such reinsurance to close, shall be treated as premium income of the reinsuring syndicate and shall be allocated to such later year of account; provided that the [Council] may, if upon application it thinks fit, determine that the premium in respect of such reinsurance to close shall not be taken into account in calculating whether the syndicate allocated capacity of the reinsuring syndicate for such later year of account, or the member’s syndicate premium limit of any member of the reinsuring syndicate for that year of account, has been or is likely to be exceeded.
NOTE
Time of Credit of Premium Income
  (d) For the purposes of this byelaw premium income shall be treated as credited to an underwriting member—
	(i)	where it arises out of insurance business in respect of which a policy has been or is to be issued and signed by LPSO, in accordance with the central accounting system;
	(ii)	where it arises out of other insurance business, in accordance with the accounting policies for the time being adopted by the managing agent of the syndicate through which that business is underwritten.
Translation of Currency
  (e) For the purposes of this byelaw premium income which is credited in a currency other than sterling shall be translated into sterling in such manner as the [Council] may from time to time prescribe.
NOTE
[. . .]
NOTE
[1A. Qualifying reinsurance premiums
	(a)	For the purposes of this byelaw, 90 per cent of premiums paid by a member of a syndicate under reinsurance arrangements made with Pool Reinsurance Company Limited shall be treated as qualifying reinsurance premiums.
	(b)	For the purposes of this byelaw, premiums (other than any premiums treated as qualifying reinsurance premiums under sub-paragraph (a) above) paid by a member of a syndicate under any reinsurance arrangement (not exceeding in aggregate the proportion prescribed for the time being of his member’s syndicate premium limit for that syndicate) shall be treated as qualifying reinsurance premiums only if—
	(i)	the reinsurance arrangement is quota share reinsurance of all insurance business underwritten through the ceding syndicate and allocated to the year of account within such category or categories as the managing agent considers appropriate;
	(ii)	at the date on which the reinsurance arrangement is effected the managing agent estimates that premiums receivable by the ceding syndicate in respect of insurance business within the category or categories concerned to be underwritten in accordance with the syndicate’s business plan for the year of account will be equal to at least 15 per cent of the syndicate allocated capacity of the syndicate;
	(iii)	the insurance business reinsured by such reinsurance arrangement falls within a class or classes of business for the time being prescribed by the Council for the purposes of this paragraph;
	(iv)	the percentage quota share ceded under the reinsurance arrangement does not exceed 50 per cent. and does not vary under the reinsurance arrangement according to the category of insurance business reinsured;
	(v)	the reinsurance arrangement does not make provision for the resumption of risk by the ceding syndicate within 30 months of the commencement of the year of account to which the reinsurance arrangement relates;
	(vi)	unless the Council otherwise agrees in any particular case, where the reinsurer under the reinsurance arrangement is not a member of Lloyd’s either—
	(aa)	the reinsurer is incorporated in a state, province or territory, and complies with criteria as to financial resources, respectively specified for the time being by the Council for the purposes of this paragraph; or
	(bb)	the reinsurance arrangement is secured by a letter of credit complying with criteria for the time being specified by the Council for the purposes of this paragraph;
	(vii)	before effecting the reinsurance arrangement the managing agent of the ceding syndicate has given notice in writing to the Society, every relevant members’ agent, and to every member of the syndicate which is a corporate member, for the year of account concerned of its intention to effect such a reinsurance arrangement on behalf of the members of the syndicate, giving particulars of the following matters—
	(aa)	the name of the proposed reinsurer (identifying each syndicate at Lloyd’s, if any);
	(bb)	the percentage quota share to be reinsured;
	(cc)	the category or categories of business to be reinsured;
	(dd)	the estimated premium to be ceded;
	(ee)	the period for which the reinsurance arrangement is proposed to be effected (including particulars of any cancellation clauses);
	(ff)	the profit commission percentage;
	(gg)	the overriding commission percentage; and
	(hh)	other particulars as are for the time being prescribed by the Council for the purposes of this sub-paragraph (vii).
	(c)	Where a reinsurance arrangement is effected with reinsurers other than members of Lloyd’s on behalf of members of a syndicate and—
	(i)	the premiums payable thereunder are qualifying reinsurance premiums; and
	(ii)	the syndicate allocated capacity for a year of account would be exceeded if the qualifying reinsurance premiums so payable were not under paragraph 1(a) to be deducted from premiums credited to members of the syndicate in calculating their premium income for the purpose of this byelaw,
		the members of the syndicate shall pay a contribution to the [New] Central Fund equal to 1.5 per cent of the amount of such excess, payable on such date or dates and at such interval or intervals as the Council may from time to time prescribe.
	(d)	The Council may from time to time—
	(i)	prescribe classes of insurance business for the purposes of this paragraph;
	(ii)	prescribe the proportion of a member’s syndicate premium limit by reference to which the amount of qualifying reinsurance premiums is limited (and prescribe different proportions in respect of different classes of business);
	(iii)	for the purposes of sub-paragraphs (a) and (b)(ii) and (iv) vary the proportions therein specified;
	(iv)	vary the period specified in sub-paragraph (b)(v) (and prescribe different periods in relation to different classes of insurance business);
	(v)	for the purposes of sub-paragraph (b)(vi), specify states, provinces or territories and prescribe criteria for financial resources of reinsurers and for letters of credit;
	(vi)	prescribe particulars for the purposes of sub-paragraph (b)(vii)(hh); and
	(vii)	vary the rate of contribution payable to the [New] Central Fund under sub-paragraph (c).]
NOTE
2. Duties of Managing Agents
  Every managing agent shall, in respect of every syndicate for the time being managed by it—
	(a)	take reasonable steps to ensure that the amount of insurance business underwritten through the syndicate [allocable] to any year of account is not such as would cause the syndicate premium income [allocable] to that year of account to exceed the syndicate allocated capacity for that year of account;
	(b)	establish and maintain effective systems for monitoring the syndicate premium income; and
	(c)	keep the actual and forecast syndicate premium income [allocable] to every year of account under active review at all times.
NOTE
3. Duties of Members’ Agents
  Every members’ agent shall take such steps as shall reasonably be within its power to ensure that no member’s syndicate premium limit for the time being applicable to an underwriting member for whom it acts as members’ agent is exceeded.
4. Enforcement Powers of the [Council]
  (a) If at any time it appears to the [Council] that in the case of any syndicate the syndicate premium income [allocable] to any year of account has exceeded or is likely to exceed the syndicate allocated capacity for that year of account, the [Council] may give to any underwriting agent such directions as the circumstances may appear to the [Council] to require.
NOTE
  (b) Without prejudice to the generality of sub-paragraph (a) above, or to any other powers of the Council and the Committee, any direction given under sub-paragraph (a) above may require the managing agent of the syndicate—
	(i)	to furnish to the [Council] such information, in such form and at such times as may be specified; and, or alternatively
	(ii)	to cease underwriting insurance business, or to reduce the level of insurance business thereafter underwritten, on behalf of underwriting members underwriting through the syndicate;
and may apply for any period (whether or not that period is or includes a year of account in respect of which sub-paragraph (a) above applies) or until any further direction of the [Council].
NOTE
  (c) Subject to sub-paragraph (d) below, the [Council] shall, before exercising the power conferred by sub-paragraph (a) above—
	(i)	by notice in writing inform the underwriting agent to whom any direction is proposed to be given of the reasons why the exercise of the power is being considered and of the terms of the proposed direction; and
	(ii)	permit the underwriting agent to make representations within such period as the [Council] may require.
NOTE
  (d) If in the opinion of the [Council] the power conferred by sub-paragraph (a) above is required to be exercised immediately, the [Council] may exercise that power without having first taken the steps referred to in sub-paragraph (c) above. But in any such case the [Council] shall—
	(i)	as soon as possible inform the underwriting agent to whom a direction is given of the reasons for the direction;
	(ii)	permit the underwriting agent to make representations within such period as the [Council] may require; and
	(iii)	where such representations are received, reconsider the direction and the exercise of the power under sub-paragraph (a) above.
NOTE
  (e) [. . .]
NOTE
  [(f) Every managing agent which receives a direction under sub-paragraph (a) above in respect of a syndicate managed by it shall forthwith give to each of the persons specified in sub-paragraph (g) below written notice of the receipt of that direction and of the terms thereof, and a full written explanation of the circumstances giving rise to the direction, including any reasons for the direction provided to the managing agent by the [Council]. On giving such notice and explanation the managing agent shall forthwith send to the [Council] a copy thereof.]
NOTE
  (g) The persons referred to in sub-paragraph (f) above are—
	(i)	every underwriting member who is or was a member of the syndicate in any year of account to which the direction relates, and for whom the managing agent acts as members’ agent; and
	(ii)	every underwriting agent which acts as members’ agent for an underwriting member who is or was a member of the syndicate in any year of account to which the direction relates.
  (h) Every members’ agent which receives from a managing agent a notice [and explanation] given under sub-paragraph (f) above shall forthwith send a copy of the notice [and explanation], together with any further explanation or comment which the members’ agent may consider appropriate, to every underwriting member for whom the members’ agent acts as members’ agent, and who is or was a member of the syndicate concerned during the year of account to which the direction relates.
NOTE
[Deleted on 3 February 1993 by byelaw No. 2 of 1993.]
5. Power of the [Council] to make Regulations and to transfer Functions
  (a) The [Council] may make any such regulations as it may from time to time consider necessary or desirable for facilitating the operation and enforcement of this byelaw including, without limitation, regulations requiring any member of the Society, underwriting agent, [Lloyd’s adviser,] [[[…]]] or director [or manager of a corporate member, director], partner [[, registered individual]] or manager of an underwriting agent [, Lloyd’s adviser] [[[…]]] to furnish to the [Council] or to [ . . . ] or, in the case of an underwriting agent, to an underwriting member or underwriting members for whom that underwriting agent acts as members’ agent or as managing agent, such information, in such form and at such times as may be specified.
NOTE
  (b) [Deleted on 3 February 1993 by byelaw No. 2 of 1993.]
202. Lloyd’s Brokers Byelaw No. 5 of 1988, 6 July 1988
COMMENCEMENT
  This byelaw commences in stages. Paragraph 19 commences on 1 November 1988; paragraph 20 commenced on 6 July 1988; paragraphs 57(6) and (7) commence on 1 August 1989. The remaining provisions commence on 1 August 1989.
AMENDMENTS
  The byelaw was amended by
Lloyd’s Brokers (Amendment) Byelaw (No. 8 of 1989)
Lloyd’s Brokers (Amendment No. 2) Byelaw (No. 13 of 1989)
Lloyd’s Brokers (Amendment No. 3) Byelaw (No. 6 of 1990)
Lloyd’s Brokers (Amendment No. 4) Byelaw (No. 9 of 1991)
Lloyd’s Brokers (Amendment No. 5) Byelaw (No. 14 of 1991)
Lloyd’s Brokers (Amendment No. 6) Byelaw (No. 16 of 1992)
Information and Confidentiality Byelaw (No. 21 of 1993)
Companies’ Accounts (Miscellaneous Amendments) Byelaw (No. 15 of 1994)
Run-Off Companies Byelaw (No. 2 of 1995)
Lloyd’s Brokers (Amendment No. 7) Byelaw (No. 16 of 1995)
Appeal Tribunal Byelaw (No. 18 of 1995)
Lloyd’s Brokers (Amendment No. 8) Byelaw (No. 4 of 1996)
Intermediary Amendment Byelaw (No. 10 of 2000)
Lloyd’s Policy Signing Office Byelaw (No. 11 of 2000).
REVOCATION
  This byelaw was revoked with effect from 1 January 2001 by byelaw No. 17 of 2000, 123, dated 6 December 2000.
203. Umbrella Arrangements Byelaw No. 6 of 1988, 6 July 1988
COMMENCEMENT
  This byelaw commenced on 1 August 1988.
AMENDMENTS
  This byelaw was amended by
Umbrella Arrangements (Amendment) Byelaw (No. 7 of 1990)
Information and Confidentiality Byelaw (No. 21 of 1993)
Appeal Tribunal Byelaw (No. 18 of 1995)
Intermediary Amendment Byelaw (No. 10 of 2000)
Lloyd’s Policy Signing Office Byelaw (No. 11 of 2000).
REVOCATION
  This byelaw was revoked with effect from 1 January 2001 by byelaw No. 17 of 2000, 123 dated 6 December 2000.
204. Solvency and Reporting Byelaw
 No. 13 of 1990, 5 December 1990

COMMENCEMENT
  This byelaw commenced on 5 December 1990.
AMENDMENTS
  This byelaw was amended by
Solvency and Reporting (Amendment) Byelaw (No. 10 of 1992)
Corporate Member (Consequential Amendments) Byelaw (No. 20 of 1993)
Solvency and Reporting (Amendment No. 2) Byelaw (No. 14 of 1994)
Syndicate Accounting Byelaw (No. 18 of 1994)
Solvency and Reporting (Amendment No. 3) Byelaw (No. 6 of 1996)
New Central Fund Byelaw (No. 23 of 1996)
Solvency and Reporting (Amendment No. 5) Byelaw (No. 40 of 1996)
Solvency and Reporting (Amendment No. 5) Byelaw (No. 6 of 1997)
Solvency and Reporting (Amendment No. 7) Byelaw (No. 11 of 1997)
Solvency and Reporting (Amendment No. 8) Byelaw (No. 33 of 1997)
Captive Corporate Members Byelaw (No. 19 of 1998)
Underwriting Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Amendment Byelaw (No. 9 of 2001)
Solvency and Reporting (Amendment No. 9) Byelaw (No. 2 of 2002).
EXPLANATORY NOTE
(This note is not part of the byelaw.)
  1. This byelaw contains comprehensive provisions for the conduct of the annual solvency test for members and for a number of related and incidental purposes.
  2. The byelaw provides for a syndicate return by each managing agent in respect of each syndicate which it manages. It also provides for a single asset return by each members’ agent in respect of each of its Names. It will enable the Council to combine the information obtained from both types of return for the following primary purposes:
	(a)	to prepare a “solvency statement” in respect of every member for the purposes of both the annual solvency test required by section 83 of the Insurance Companies Act 1982 and any solvency test in respect of a foreign currency, for example, U.S. dollars;
	(b)	to prepare the statutory statement of business required by section 86 of the Insurance Companies Act 1982 to be deposited with the Secretary of State; and
	(c)	to prepare statistics for the purposes of the annual solvency test.
  3. The byelaw enables the Council to prescribe, first, the assets which may be taken into account when calculating a member’s solvency position for the purposes of the annual solvency test and, secondly, the assets and liabilities which may be taken into account when calculating a member’s solvency position in respect of a foreign currency, for example, U.S. dollars.
  4. The byelaw enables the Council to provide the co-ordinating agent of each member with a member’s solvency statement setting out the member’s solvency position in respect of all of the members’ agents, (if more than one), through which he conducts his insurance business at Lloyd’s. If such a member’s solvency statement shows a “solvency shortfall” (i.e., a deficiency in his overall solvency position), or a “currency shortfall” (i.e., a deficiency in, for example, U.S. dollars), then his co-ordinating agent must take steps to ensure that the member produces funds in an appropriate currency to meet such a shortfall.
  5. There is also provision for further reports to be made by a members’ agent in respect of funds which are received as a result of a request made to a member to make good his solvency shortfall or currency shortfall. On receipt of such funds the members’ agent must deliver a supplementary asset return, which must be audited, to the Council to reflect the receipt of these further funds.
  6. However, no further supplementary asset return can be filed by a members’ agent after an earmarking direction has been made by the Committee, so that any funds received after the making of such a direction will be the subject of an unaudited asset report delivered to the Council.
  7. The provisions of this byelaw do not derogate from the obligations of underwriting members to maintain means and “funds at Lloyd’s” of not less than the minimum levels prescribed under the provisions of Part D of the Membership Byelaw.
  8. The byelaw makes consequential amendments to the Administrative Suspension Byelaw with the effect that if a member does not make good his solvency shortfall or his currency shortfall by the date stated in the notice served upon him under that byelaw then, in the normal course of events, he will be liable to suspension from that date.
The Council of Lloyd’s in exercise of its powers under section 6(2) of Lloyd’s Act 1982 by special resolution hereby makes the following byelaw.
PART A—PRELIMINARY
1. Interpretation
  The provisions of Schedule 1 to this byelaw (interpretation) shall have effect.
PART B—SOLVENCY REPORTING
2. Managing agents—syndicate returns
  (1) Every managing agent shall in each year, in respect of each syndicate managed by it at the solvency test date, prepare a syndicate return.
  (2) The provisions of paragraph 11(2) shall apply in relation to every syndicate return prepared under sub-paragraph (1).
  (3) Without prejudice to the generality of paragraph 11(2), every syndicate return shall state:
	(a)	that the managing agent has, throughout the year ending on the solvency test date, established and maintained such systems and procedures, including maintenance of adequate accounting and other records, as are necessary to enable it to comply with the requirements of this byelaw;
	(b)	in relation to each year of account in respect of which an underwriting account is included in the syndicate’s annual report having as its reference date the solvency test date, the amount shown in respect of:
	(i)	any open year of account balance;
	(ii)	any closed year of account profit or loss;
	(c)	in relation to each year of account in respect of which an underwriting account is included in the syndicate’s annual report having as its reference date the solvency test date, the syndicate solvency result at the solvency test date; and
	(d)	that the information contained in the return is accurate and complete to the best of the managing agent’s knowledge and belief.
  (4) Where a managing agent has prepared a syndicate return in respect of a syndicate, the Council may require that the managing agent provide the Council with a statement of the member’s solvency result in respect of each member of the syndicate in relation to any year of account included in such syndicate return.
3. Audit of syndicate returns
  (1) Every managing agent shall procure that every syndicate return prepared by it under this byelaw be audited and reported upon by the syndicate auditor of the syndicate to which it relates.
  (2) The syndicate auditor shall make a report to the Council on every syndicate return audited by him.
  (3) The provisions of paragraph 11(3) shall apply in relation to every report prepared under sub-paragraph (2).
  (4) Without prejudice to the generality of paragraph 11(3), every report prepared under sub-paragraph (2) shall state whether in the opinion of the syndicate auditor:
	(a)	the managing agent has, throughout the year ending on the solvency test date, established and maintained such systems and procedures, including maintenance of adequate accounting and other records, as are necessary to enable the managing agent to comply with the requirements of this byelaw;
	(b)	the syndicate return has been properly prepared in accordance with the requirements prescribed by the Council under paragraph 11(2);
	(c)	in arriving at each syndicate solvency result shown in the syndicate return:
	(i)	all assets have been valued in accordance with the conditions and requirements prescribed by the Council under paragraph 9(1); and
	(ii)	all liabilities have been calculated:
	(aa)	in the case of liabilities in respect of long term business, by an actuary; and
	(bb)	in the case of other liabilities, in accordance with the conditions and requirements prescribed by the Council under paragraph 9(1); and
	(d)	where the Council has required the managing agent to provide a statement of each members’ solvency result, each member’s solvency result has been calculated in accordance with the arrangements for each such member’s participation in each year of account.
4. Members’ agents—asset returns
  [(1) Every members’ agent shall in each year prepare in respect of each relevant member:
	(a)	an asset return in respect of any monies and other assets forming part of any trust fund of that member which are (or were at the solvency test date) held by or under the control of:
	(i)	any trustees appointed by the members’ agent; or
	(ii)	the members’ agent as a delegate of the Society as trustee;
[[[ [[…]] ]]]
	(b)	where required under paragraph 7(2), a supplementary asset return; and
	(c)	where required under paragraph 7(2), an asset report,
stating the value of all monies and assets.]
NOTE
  (2) The provisions of paragraph 11(2) shall apply in relation to every asset return, supplementary asset return and asset report prepared under sub-paragraph (1).
  (3) Without prejudice to the generality of paragraph 11(2):
	(a)	every asset return shall state the matters listed in [[sub-paragraph (4)(a) and (b)]]; and
[[[…]]]
	(b)	every supplementary asset return and asset report shall state the matter listed in sub-paragraph (4)(b).
  (4) The matters referred to in sub-paragraph (3) are:
	(a)	that the members’ agent has, throughout the year ending on the solvency test date [or such other period as the Council may from time to time prescribe], established and maintained such systems and procedures, including maintenance of adequate accounting and other records, as are necessary to enable it to comply with the requirements of this byelaw; and
	(b)	that the return or report, as the case may be, has been properly prepared in accordance with the requirements prescribed by the Council under paragraph 11(2).
NOTE
[4A. Corporate members—asset returns
  (1) Every corporate member which has no members’ agent shall in each year [, save to the extent that the Council otherwise directs,] prepare:
	(a)	an asset return;
	(b)	where required under paragraph 7A(2), a supplementary asset return; and
	(c)	where required under paragraph 7A(2), an asset report,
stating the value of all monies and assets of that member held in any trust fund of the member.
NOTE
  (2) The provisions of paragraph 11(2A) shall apply in relation to every asset return, supplementary asset return and asset report prepared under sub-paragraph (1).
  (3) Without prejudice to the generality of paragraph 11(2A):
	(a)	every asset return shall state the matters listed in sub-paragraphs (4)(a) and (b); and
	(b)	every supplementary asset return and asset report shall state the matter listed in sub-paragraph (4)(b).
  (4) The matters referred to in sub-paragraph (3) are:
	(a)	that the corporate member has, throughout the year ending on the solvency test date, established and maintained such systems and procedures, including maintenance of adequate accounting and other records, as are necessary to enable it to comply with the requirements of this byelaw; and
	(b)	that the return or report, as the case may be, has been properly prepared in accordance with the requirements prescribed by the Council under paragraph 11(2A).]
NOTE
[4B. Lloyd’s—asset returns
  (1) The Society shall in each year prepare in respect of each relevant member:
	(a)	an asset return in respect of all monies and other assets forming part of any trust fund of that member which are(or were at the solvency test date) held by or under the control of the Society and administered by it;
	(b)	where required under paragraph 7(2), a supplementary asset return; and
	(c)	where required under paragraph 7(2), an asset report,
stating the value of such monies and assets.
  (2) The provisions of paragraph 11(2) shall apply in relation to every asset return, supplementary asset return and asset report prepared under sub-paragraph (1).]
NOTE
5. Audit of asset returns
  (1) Every members’ agent shall procure that [[[[[every asset return and any supplemental asset return]]]]] produced pursuant to paragraph 4(1) be audited and reported upon by a [[[[recognised accountant]]]] appointed by that members’ agent for the purpose.
  (2) The [[[[recognised accountant]]]] appointed by the members’ agent shall make a report to the Council in respect of [[[[[every asset return and any supplemental asset return]]]]] audited by him.
  (3) The provisions of paragraph 11(3) shall apply in relation to every report prepared under sub-paragraph (2).
  (4) Without prejudice to the generality of paragraph 11(3):
	(a)	every report prepared under sub-paragraph (2) in respect of an asset return shall state the matters listed in [[[[[sub-paragraph (5)(a) and (b)]]]]]; and
	(b)	every report prepared under sub-paragraph (2) in respect of a supplementary asset return shall state the matter listed in [[[[[sub-paragraph (5)(a) and (b)]]]]].
[[[[[…]]]]]
  (5) The matters referred to in sub-paragraph (4) are whether in the opinion of the [[[[recognised accountant]]]]:
	(a)	the systems and procedures operated by the members’ agent during the year ending with the solvency test date [[[or such other period as the Council may from time to time prescribe]]] were adequate to ensure:
	(i)	that monies and assets received by the members’ agent from or on behalf of relevant members have been properly recorded in the accounting records maintained by the members’ agent;
	(ii)	that amounts due to or from managing agents [or trustees appointed by them] have been properly accounted for; and
	(iii)	that any trust funds [referred to in the asset return or supplementary asset return concerned] have been properly held in accordance with the provisions of the appropriate trust deed; and
	(b)	all monies and assets [of that member referred to in the asset return or supplementary asset return concerned] have been valued in accordance with the conditions and requirements prescribed by the Council under paragraph 9(1).
NOTE
[5A. Audit of asset returns—corporate members
  (1) Every corporate member shall procure that every asset return and any supplementary asset return produced pursuant to paragraph 4A(1) be audited and reported upon by a [[recognised accountant]] appointed by that corporate member for the purpose.
  (2) The [[recognised accountant]] appointed by the members’ agent shall make a report to the Council in respect of every asset return or supplementary asset return audited by him.
  (3) The provisions of paragraph 11(3A) shall apply in relation to every report prepared under sub-paragraph (2).
  (4) Without prejudice to the generality of paragraph 11(3A):
	(a)	every report prepared under sub-paragraph (2) in respect of an asset return shall state the matters listed in sub-paragraph (5)(a) and (b); and
	(b)	every report prepared under sub-paragraph (2) in respect of a supplementary asset return shall state the matter listed in sub-paragraph (5)(b).
  (5) The matters referred to in sub-paragraph (4) are whether in the opinion of the [[recognised accountant]]:
	(a)	the systems and procedures operated by the corporate member during the year ending with the solvency test date were adequate to ensure that any trust funds have been properly held in accordance with the provisions of the appropriate trust deed; and
	(b)	all monies and assets of the corporate member have been valued in accordance with the conditions and requirements prescribed by the Council under paragraph 9(1).]
NOTE
[5B. Audit of asset returns—Lloyd’s
  (1) The Society shall procure that every supplementary asset return produced pursuant to paragraph 4B(1) be audited and reported upon by a [[recognised accountant]] appointed by it for that purpose.
  (2) The [[recognised accountant]] appointed by the Society shall make a report to the Council in respect of every supplementary asset return audited by him.
  (3) The provisions of paragraph 11(3B) shall apply in relation to every report prepared under sub-paragraph (2).
  (4) Without prejudice to the generality of paragraph 11(3B), every report prepared under sub-paragraph (2) in respect of a supplementary asset return shall state whether in the opinion of the [[recognised accountant]] all monies and assets referred to in the supplementary asset return have been valued in accordance with the conditions and requirements prescribed by the Council under paragraph 9(1).]
NOTE
6. Lloyd’s—solvency statements
  (1) The Society shall in each year prepare a solvency statement in respect of each member showing the amount of his relevant liabilities [[and his [[[member’s margin]]] ]] and the amount of eligible assets available to meet them and shall deliver such solvency statement to[—
	(a)]	the member’s co-ordinating agent or, where he has for the time being no co-ordinating agent, his members’ agent[; or
	(b)	the corporate member, where it has no members’ agent.]
NOTE
  (2) The Society shall, upon [[receiving or preparing]] a supplementary asset return in respect of a member:
	(a)	where such a supplementary asset return has been received [[or, as the case may be, has been prepared by the Society]] prior to the delivery of a solvency statement in respect of the member, incorporate the information in that member’s solvency statement; or
	(b)	where such a supplementary asset return has been received [[or, as the case may be, has been prepared by the Society]] after the delivery of a solvency statement in respect of the member, [[and where an additional solvency statement has been requested,]] prepare an additional solvency statement in respect of that member and deliver such additional solvency statement to[—
	[[(i)]]]	the member’s co-ordinating agent or, where he has for the time being no co-ordinating agent, his members’ agent[; or
	[[(ii)]]	the corporate member, where it has no members’ agent [[which made the request]].]
NOTE
  (3) The provisions of paragraph 11(1) shall apply in relation to every solvency statement and additional solvency statement produced under sub-paragraphs (1) and (2).
  [(4) In relation to each member the Society may, but need not, comply with all or any of the provisions of subparagraphs (1), (2) and (3) above in respect of the annual solvency test for which the solvency test date is 31 December 1995.]
NOTE
7. Members’ agents—solvency statements
  (1)  On receiving a solvency statement or an additional solvency statement from the Society in respect of a relevant member a members’ agent shall:
	(a)	if such statement shows either:
	(i)	that the value of the member’s relevant liabilities [and the [[member’s margin]] of that member] exceed[[]] the value of eligible assets available to meet them (after disregarding any excluded assets) (a “solvency shortfall”); or
	(ii)	in relation to any prescribed currency, that the value of the member’s relevant liabilities which are shown in that currency in the accounting records of any syndicate of which he is a member exceeds the value of eligible assets available to meet them in that currency (after disregarding any excluded assets) (a “currency shortfall”);
		forthwith request the member to make funds available in the appropriate currency for the purpose of reducing or extinguishing such solvency shortfall or currency shortfall, as the case may be; or
	(b)	if such statement shows that the member has neither a solvency shortfall nor a currency shortfall, notify the member to that effect; and
	(c)	where appropriate, send one copy of each such solvency statement or additional solvency statement to every other members’ agent of the relevant member.
NOTE
  [(2) Where a members’ agent, or the Society as trustee of any trust fund, receives funds pursuant to or in anticipation of a request under sub-paragraph (1) the members’ agent or the Society, as the case may be, shall, having carried such funds to any trust fund of the relevant member, forthwith prepare either:
	(a)	a supplementary asset return pursuant to paragraph 4(1) or paragraph 4B(1), if such funds were received prior to the earmarking date, or
	(b)	an asset report pursuant to paragraph 4(1) or 4B(1), if such funds were received on or after the earmarking date.]
NOTE
[7A. Corporate members—solvency statements
  (1) On receiving a solvency statement or an additional solvency statement from the Society a corporate member which has no members’ agent shall, if such statement shows either:
	(i)	that the value of the corporate member’s relevant liabilities [[and the [[[member’s margin]]] of that corporate member]] exceed[[]] the value of eligible assets available to meet them (after disregarding any excluded assets) (a “solvency shortfall”); or
	(ii)	in relation to any prescribed currency, that the value of the corporate member’s relevant liabilities which are shown in that currency in the accounting records of any syndicate of which it is a member exceeds the value of eligible assets available to meet them in that currency (after disregarding any excluded assets) (a “currency shortfall”),
forthwith make funds available in the appropriate currency for the purpose of reducing or extinguishing such solvency shortfall or currency shortfall, as the case may be.
NOTE
  (2) Where a corporate member which has no members’ agent has made eligible assets available to cover such solvency shortfall or currency shortfall, it shall, having carried or procured the carrying of the same to its trust funds, forthwith prepare either:
	(a)	a supplementary asset return pursuant to paragraph 4A(1), if such assets were received prior to the earmarking date; or
	(b)	an asset report pursuant to paragraph 4A(1), if such assets were received on or after the earmarking date.]
NOTE
8. Duties of members
  [Without prejudice to paragraph 7A(1), e]very member in relation to whom any solvency statement or additional solvency statement shows a solvency shortfall or a currency shortfall in relation to any prescribed currency:
	(a)	(i)shall procure that sufficient eligible assets are made available to cover his relevant liabilities [[and [[[member’s margin]]] ]] [by such date and] in such manner as the Council may from time to time prescribe; and
		(ii)shall procure that sufficient eligible assets are made available in the appropriate currency to cover his relevant liabilities in that currency [by such date and] in such manner as the Council may from time to time prescribe; and
	(b)	[unless the member is a corporate member which has no members’ agent] shall comply with any request made by his co-ordinating agent or, where he has for the time being no co-ordinating agent, his members’ agent to make funds available for such a purpose.
NOTE
  The words in double square brackets were inserted with effect from 1 January 1998 by byelaw No. 33 of 1997. The words in triple square brackets were substituted on 5 December 2001 by byelaw No. 9 of 2001.
[8A. […]
NOTE
9. Valuation of assets and liabilities
  (1) Subject to any overriding conditions or requirements approved by the Secretary of State, the Council may from time to time prescribe assets which are to be eligible assets and liabilities which are to be relevant liabilities and conditions and requirements regarding the maintenance, calculation and valuation of a member’s relevant liabilities and eligible assets as it may consider appropriate, and may from time to time add to, alter or withdraw any condition or requirement so prescribed.
  (2) The Council may from time to time prescribe assets which are to be disregarded in ascertaining whether a member has a solvency shortfall or currency shortfall, as the case may be, and conditions and requirements regarding the calculation and valuation of excluded assets as it may consider appropriate and may from time to time add to, alter or withdraw any condition or requirement so prescribed.
  (3) Without prejudice to the generality of sub-paragraphs (1) and (2), any conditions and requirements prescribed under either of these sub-paragraphs:
	(a)	may impose requirements which are absolute or which are to vary from time to time by reference to such factors as are specified in or determined in accordance with such conditions and requirements;
	(b)	may make different provision for different cases or different classes of cases including but not limited to different provision for different currencies;
	(c)	may specify circumstances in which members are to be exempt from any such condition or requirement or may be excused from compliance with any such condition or requirement to such an extent as the Council may think fit;
	(d)	may make provision as to the assets, liabilities and other matters to be taken into account in determining the value of eligible assets and relevant liabilities in a prescribed currency and the extent to which and the manner in which they are to be taken into account, for the purposes of such conditions and requirements;
	(e)	may make provision for all or part of any trust fund, or for all or part of the value of any eligible assets or relevant liabilities to be disregarded for the purposes of such conditions and requirements;
	(f)	may require the holding of assets of such descriptions and in such amounts or of such value or in such ratios or proportions as may be specified or determined in accordance with such conditions and requirements;
	(g)	may make provision for ensuring that, in such circumstances and to such an extent as may be prescribed, eligible assets are maintained in such places as may be prescribed;
	(h)	may prescribe the currencies in which relevant liabilities are to be accounted for and in which eligible assets are to be maintained and may prescribe different currencies for different purposes; and
	(i)	may contain incidental, supplementary and transitional provisions.
Part C—Miscellaneous
10. Underwriting agents—supply of information
  (1) A managing agent shall supply the Council with such information as the Council may direct in respect of any syndicate return prepared by that managing agent under paragraph 2 in respect of each syndicate managed by it at the solvency test date.
  (2) A members’ agent shall supply the Council with such information [whether in relation to information contained in any asset return prepared by the members’ agent or otherwise] as the Council may direct in respect of monies and assets of any relevant member held by it or under its control including but not limited to any monies and assets held in any trust fund of any such member.
NOTE
  [2A. A corporate member which has no members’ agent shall supply the Council with such information as the Council may direct in respect of monies and assets of that corporate member held in any trust fund of the member including but not limited to any monies and assets held in any Lloyd’s deposit, Lloyd’s life deposit or additional Lloyd’s deposit of any such corporate member.]
  (3) The provisions of paragraph 11(2) shall apply in relation to information supplied to the Council under sub-paragraphs (1) [,(2) and (2A)].
NOTE
11. Requirements—reports, statements etc.
  (1) The solvency statements and additional solvency statements referred to in paragraphs 6(1) and (2) respectively shall include the matters and be provided in such manner as the Council may specify from time to time.
  (2) The syndicate returns referred to in paragraph 2(1), the asset returns, supplementary asset returns and asset reports [[[…]]] referred to in paragraph 4(1), the statements referred to in paragraph 2(4) and the information referred to in paragraph 10(1) and (2):
	(a)	shall include the matters and be provided in such manner as the Council may specify from time to time;
	(b)	shall be made up to the solvency test date or such other date as the Council may prescribe;
	(c)	shall be signed on behalf of the directors of, or partners in, the underwriting agent by at least one director or partner; [and]
	[…]
	(d)	shall be filed with the Council by such date as the Council may from time to time prescribe.
NOTE
  [(2A) The asset returns, supplementary asset returns and asset reports referred to in paragraph 4A(1) and the information referred to in paragraph 10(2A):
	(a)	shall include the matters and be provided in such manner as the Council may specify from time to time;
	(b)	shall be made up to the solvency test date or such other date as the Council may prescribe;
	(c)	shall be signed on behalf of the directors of the corporate member by at least one director; and
	(d)	shall be filed with the Council by such date as the Council may from time to time prescribe.]
NOTE
  [(2B) The asset returns, supplementary asset returns and asset reports referred to in paragraph 4B(1);
	(a)	shall include the matters and be provided in such manner as the Council may specify from time to time; and
	(b)	shall be made up to the solvency test date or such other date as the Council may prescribe.]
NOTE
  (3) The audit reports referred to in paragraphs 3(2) and 5(2):
	(a)	shall include the matters and be provided in such manner as the Council may specify from time to time;
	(b)	shall be signed on behalf of the syndicate auditor or the [[recognised accountant]] appointed by the members’ agent, as the case may be, by at least one partner; and
	(c)	shall be filed with the Council by such date as the Council may from time to time prescribe.
  [(3A) The audit report referred to in paragraph 5A(2):
	(a)	shall include the matters and be provided in such manner as the Council may specify from time to time;
	(b)	shall be signed on behalf of the [[recognised accountant]] appointed by the corporate member by at least one partner; and
	(c)	shall be filed with the Council by such date as the Council may from time to time prescribe.]
NOTE
  [(3B) The audit report referred to in paragraph 5B(2) shall include the matters and be provided in such manner as the Council may specify from time to time.]
NOTE
12. Duty to maintain systems and procedures
  (1) Every managing agent shall establish and maintain such systems and procedures, including maintenance of adequate accounting records and other records, as may be necessary to enable it to comply with the requirements of paragraph 2.
  (2) Every members’ agent shall establish and maintain such systems and procedures, including maintenance of adequate accounting records and other records, as may be necessary to enable it to comply with the requirements of paragraph 4.
  [(3) Every corporate member which has no members’ agent shall establish and maintain such systems and procedures, including maintenance of adequate accounting records and other records, as may be necessary to enable it to comply with the requirements of paragraph 4A.]
NOTE
[12A Risk Coding Scheme
  (1) The Risk Coding Scheme established by the Committee with effect from the 1991 year of account, as from time to time modified or amended (whether before or after 10 April 1997) shall have effect as a requirement made under this byelaw.
  (2) The Council may from time to time modify or amend its Risk Coding Scheme or add to, alter or withdraw any condition or requirement prescribed by the Risk Coding Scheme or substitute any scheme for like purposes.
NOTE
13. Time Limits
  The Council may extend for such period and upon such conditions as it thinks fit any of the time limits specified in any conditions and requirements made pursuant to any provision of this byelaw.
14. Auditors—access to information
  (1) A recognised accountant shall have a right of access at all times to the accounting and other records maintained by the managing agent in respect of any syndicate in relation to which he is preparing a report under paragraph 3 of this byelaw and shall be entitled to require from that managing agent and its executives such information and explanations as he thinks necessary for the performance of his duties under this byelaw.
  (2) A recognised accountant shall have a right of access at all times to the accounting and other records maintained by the members’ agent in relation to which he is preparing a report under paragraph 5 of this byelaw and shall be entitled to require from that members’ agent and its executives such information and explanations as he thinks necessary for the performance of his duties under this byelaw.
  [2A. A recognised accountant shall have a right of access at all times to the accounting and other records maintained by a corporate member in relation to which it is preparing a report under paragraph [5 or 5A] in relation to an asset return prepared by that corporate member and shall be entitled to require from that corporate member and its executives such information and explanations as he thinks necessary for the performance of his duties under this byelaw.]
NOTE
  (3) If a recognised accountant has not obtained all the information and explanations which, to the best of his knowledge and belief, are necessary for the purposes of his audit, he shall state that fact in his report.
  (4) No person for the time being subject to the jurisdiction of the Council shall fail to give to a recognised accountant any information or explanation required by him pursuant to sub-paragraphs (1) [, (2) or (2A)] or shall in giving or purporting to give any information or explanation which the auditor so requires, or is entitled so to require, knowingly or recklessly make a statement which is misleading, false or deceptive in a material particular.
NOTE
15. Amendments to the Administrative Suspension Byelaw
  The amendments to the Administrative Suspension Byelaw (No. 7 of 1987, 407) in Schedule 2 to this byelaw shall have effect.
16. Commencement
  This byelaw shall come into force on 5th December 1990.
Schedule 1. Interpretation
  1. In this byelaw, unless the context otherwise requires:
[[“actuary” means a fellow of an actuarial body or (in connection with general business) a Fellow of the Casualty Actuarial Society who is a member of an actuarial body;]]
“additional solvency statement” means the document referred to in paragraph 6(2);
“annual report” has the meaning given in paragraph 1 of Schedule 1 to the Syndicate Accounting Byelaw (No. [18 of 1994, 326]);
NOTE
“asset report” means the document required to be prepared under paragraph 4(1) [, 4A(1) or 4B(1) (as the case may be)];
NOTE
“asset return” means the document required to be prepared under paragraph 4(1) [, 4A(1) or 4B(1) (as the case may be)];
NOTE
“Central Fund” has the meaning given in paragraph 1 of the Central Fund Byelaw (No. 4 of 1986, 506);
“closed year of account profit or loss” means the amount shown in the syndicate’s annual report in respect of a year of account closed at the solvency test date in respect of its profit or loss;
[“contract of insurance” has the meaning given in Article 3(1) of the Regulated Activities Order;]
NOTE
“co-ordinating agent” means, in relation to a member, the members’ agent appointed by the member to co-ordinate the administration of that member’s affairs at Lloyd’s in circumstances where more than one members’ agent is obliged to provide services as a members’ agent to that member;
[“corporate adviser” has the meaning given in the Underwriting Agents Byelaw (No. 4 of 1984, 101);
NOTE
“currency shortfall” has the meaning given in paragraph 7(1)(a) [or 7A(1)(a)];
NOTE
“earmarking date” means the date of making of an earmarking direction;
“earmarking direction” means, in relation to a member, [any decision or direction of the Council made under paragraph 7 or 8 of the Central Fund Byelaw (No. 4 of 1984, 101) including] a direction of the nature referred to in paragraph 10A(1) of the Central Fund Byelaw (No. 4 of 1986, 506) [[and any decision or direction of the Council made under paragraph 9(2) of the New Central Fund Byelaw (No. 23 of 1996)]];
NOTE
“eligible assets” means assets for the time being prescribed by the Council as eligible to be taken into account for the purposes of paragraphs 2, 4, [4A, 4B,] 6, 7 [,7A] and 8;
NOTE
“excluded assets” means eligible assets for the time being prescribed by the Council as assets which are to be disregarded in ascertaining whether a member has a solvency shortfall or currency shortfall, as the case may be;
“executive”:
	[(a)	in relation to an underwriting agent, has the meaning given in paragraph 1 of Schedule 1 to the Syndicate Accounting Byelaw (No. [18 of 1994, 326]); and
NOTE
	(b)	in relation to a corporate member, means a director of the corporate member or a person in accordance with whose instructions the directors of the corporate members are accustomed to act;]
NOTE
[“LLD” means the Lloyd’s sourcebook made by the Financial Services Authority under the Financial Services and Markets Act 2000;]
NOTE
[“long term business” means the business of effecting and carrying out long term insurance contracts;]
NOTE
[“long term insurance contract” means any contract of insurance falling within Part II of Schedule 1 to the Regulated Activities Order;]
NOTE
“managing agent” means an underwriting agent which is listed as a managing agent on the register of underwriting agents maintained under the Underwriting Agents Byelaw (No. 4 of 1984, 101);
[“member’s margin” means the amount determined in accordance with LLD 11.3.1R (general insurance business) or LLD 11.3.4R (long term insurance business), as the case may be;]
NOTE
[…]
NOTE
“member’s solvency result” means, in relation to any member and any syndicate, the amount, if any, by which the eligible assets employed by that member in the course of or in relation to the underwriting business carried on by him through that syndicate exceed or fall short of his relevant liabilities incurred as a member of that syndicate;
[“members’ agent” means an underwriting agent, other than a corporate adviser, which is listed as a members’ agent on the register of Underwriting Agents Byelaw (No. 4 of 1984, 101)]
NOTE
“open year of account balance” means the amount shown in the syndicate’s annual report in respect of a year of account left open at the solvency test date in respect of open year of account balances;
“prescribed currency” means United States dollars and any other currency from time to time prescribed by the Council pursuant to paragraph 9(1);
[…]
NOTE
[“recognised accountant” has the meaning given in Schedule 1 to the Audit Arrangements Byelaw (No. 7 of 1998, 117);]
NOTE
[“Regulated Activities Order” means the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (S.I. 2001 No. 544);]
NOTE
“reinsurance to close” has the meaning given in paragraph 1 of Schedule 1 to the Syndicate Accounting Byelaw (No. [18 of 1994, 326]);
NOTE
[“relevant liabilities” means—
	(a)	in the case of long term business, liabilities calculated in accordance with LLD 9 to 15 and certified by a syndicate actuary;
	(b)	in any other case, liabilities calculated in accordance with the conditions and requirements prescribed by the Council under paragraph 9(1);]
NOTE
[“relevant member” means:
	(a)	in relation to a members’ agent, a member to whom it is obliged to provide services as a members’ agent; and
	(b)	in relation to the Society as trustee, a member whose trust funds are administered by the Society;]
NOTE
“solvency shortfall” has the meaning given in paragraph 7(1)(a), [or 7A(1)(a)];
NOTE
“solvency statement” means the document referred to in paragraph 6(1);
“solvency test date” means 31st December of the preceding year;
“supplementary asset return” means the document required to be prepared under paragraph 4(1) [,4A(1) or 4B(1) (as the case may be)];
NOTE
[“syndicate” means an underwriting member or group of underwriting members of Lloyd’s underwriting insurance business at Lloyd’s through the agency of a Lloyd’s underwriting agent to which member or group a particular syndicate number is assigned by the Council;]
NOTE
[“syndicate actuary” means, in relation to a syndicate, the person appointed as an actuary to the syndicate for the purposes specified in any conditions and requirements made under this byelaw;]
NOTE
“syndicate auditor” has the meaning given in paragraph 1 of Schedule 1 to the Syndicate Accounting Byelaw (No. [18 of 1994, 326]);
NOTE
“syndicate return” means the document required to be prepared under paragraph 2(1);
“syndicate solvency result” means, in relation to any syndicate, the amount, if any, by which the eligible assets of the syndicate exceed or fall short of its relevant liabilities; and
“trust fund” means any trust fund required or permitted to be maintained by a member in connection with his underwriting business at Lloyd’s.
2. Closed years of account
  For the purposes of this byelaw a year of account of a syndicate shall be treated as being closed at the time as from which reinsurance to close that year of account takes effect; and a year of account shall be treated as open until it is closed.
3. Construction of references to syndicates
  (1) In this byelaw and in any conditions and requirements prescribed under this byelaw, except where it is expressly otherwise provided:
	(a)	the several groups of underwriting members to which in different years a particular syndicate number is assigned by or under the authority of the Committee shall be treated as the same syndicate, notwithstanding that they may not comprise the same underwriting members with the same individual participations;
	(b)	references to assets or liabilities of a member of a syndicate shall be construed as references to assets employed or liabilities incurred by him in the course of or in relation to the underwriting business carried on by him through that syndicate; and
	(c)	references to the assets or liabilities of a syndicate shall be construed as references to the aggregate of the assets employed or liabilities incurred by each of the members of the syndicate in relation to the underwriting business carried on by him through that syndicate.
  (2) Where a managing agent manages two or more syndicates which comprise the same members with the same individual participations, those syndicates may for the purposes of any conditions and requirements prescribed under this byelaw be grouped together and treated as a single syndicate.

4. Former underwriting members and personal representatives etc.
  In this byelaw and in any conditions and requirements prescribed under this byelaw, except where the context otherwise requires:
	(a)	references to a member or to a member of a syndicate include a person who, at the solvency test date, was an underwriting member or a member of that syndicate (as the case may be); and
	(b)	references to a member or to a member of a syndicate include references to his personal representatives, trustee in bankruptcy, curator bonis, receiver or committee or any other person by law entitled or bound to administer his affairs.
[5. Corporate members which have no members’ agent
  In this byelaw and in any conditions and requirements prescribed under this byelaw, except where it is expressly otherwise provided, references to a corporate member which has no members’ agent or to a corporate member where it has no members’ agent, shall be construed as references to a corporate member which at the relevant time has not appointed a members’ agent in respect of any part of its underwriting business at Lloyd’s.]
NOTE
Schedule 2. Amendments to the Administrative Suspension Byelaw
NOTE
205. Membership (Overseas Deposits) Byelaw No. 2 of 1992, 4 March 1992
COMMENCEMENT
  This byelaw commenced on 4 March 1992.
AMENDMENTS
  This byelaw was amended by
Corporate Members (Consequential Amendments) Byelaw (No. 20 of 1993)
Membership (Overseas Deposits) (Amendment) Byelaw (No. 7 of 1997)
Membership (Overseas Deposits) (Amendment) Byelaw (No. 24 of 1997)
Premiums Trust Fund and Regulating Trustee Byelaw (No. 22 of 1998).
NOTE
The Council of Lloyd’s in exercise of its powers under section 6(2) of, and paragraph (20) of Schedule 2 to, Lloyd’s Act 1982 by special resolution hereby makes the following byelaw.
1. Interpretation
The provisions of Schedule 1 to this byelaw (Interpretation) shall have effect.
2. Provision of overseas deposits
(1) The Council may from time to time prescribe conditions and requirements regarding the provision, or the procurement of the provision, by members of the Society of funds in respect of and incidental to the establishment and maintenance of overseas deposits.
(2) Without prejudice to the generality of sub-paragraph (1), any conditions and requirements prescribed under that sub-paragraph:
	[(a)	may impose requirements which are absolute or which are to vary from time to time by reference to such factors as are specified in or determined in accordance with such conditions and requirements;
	(b)	may make different provision for different cases or different classes of cases;
	(c)	may include a requirement that members of the Society provide, or procure the provision of, funds by way of loans to, or deposits with, the Society, the Company, or such other person whether as a trustee or otherwise and whether out of their premiums trust funds or otherwise;
	[(cc)	may include a requirement that underwriting agents exercise any powers which they have under any premiums trust deed to transfer funds to any Central Syndicate Sub-Fund held under that premiums trust deed;]
NOTE
	(d)	may include a requirement to complete applications, notices and other documents in the prescribed form;
	(e)	may include a requirement to execute and deliver or otherwise become a party to any prescribed form of deed, trust deed, contract, assignment, undertaking, mandate, authority, power of attorney or other document or instrument whatsoever;
	(f)	may specify circumstances in which members of the Society are to be exempt from any such condition or requirement or may be excused from compliance with any such condition or requirement to such an extent as the Council may think fit;
	(g)	may include a requirement that members of the Society provide funds in different currencies;
	(h)	may provide for the determination of the amount to be provided in accordance with a specified scale or other specified factors;
	(i)	may prescribe the manner and timing of the provision of funds;
	(j)	may, in the case of loans or deposits, provide that any such loan or deposit be made in a particular form and on particular terms and at any rate of interest (or without interest) and at any time or times and generally upon any terms whatsoever as to repayment; and
	(k)	may contain incidental, supplementary and transitional provisions.]
NOTE
[(3) Without prejudice to the generality of the Council’s powers under this paragraph to prescribe conditions or requirements applicable to any member of the Society, whether or not an underwriting member, the provision of funds or the procurement of the provision of funds in accordance with any conditions or requirements made under this byelaw shall be a condition relating to permission to underwrite insurance business at Lloyd’s and the provisions of Part E of the Membership Byelaw (No. 17 of 1993) shall apply accordingly where any member of the Society fails to comply with such condition.
(4) Any sum required by the Council by conditions or requirements prescribed under this paragraph 2 to be provided by or at the procurement of a member of the Society shall be paid free and clear from any set-off, counterclaim or deduction on any account whatsoever, and shall, if the Council so specifies, if not paid on the due date for payment, bear interest from the due date until the date of payment (as well after as before judgment) at the rate prescribed from time to time by the Council; and the member’s obligation to provide or procure the provision of such sum, together with any interest thereon, shall be enforceable by the Society in any court of competent jurisdiction.]
NOTE
[2A. Prescribed forms
(1) The Council shall have power to prescribe the form and contents of any documents referred to in this byelaw as being in the prescribed form.
(2) The Council shall have power to prescribe who is to sign or execute any document referred to in this byelaw as required to be signed or executed by or on behalf of any person.]
NOTE
3. Supplemental provisions
The countries in which deposits are to be made out of the overseas deposit fund and the amounts thereof and generally the manner in which such fund is to be dealt with and applied shall be in the absolute discretion of the Council, if held by the Society, or the directors of the Company, if held by the Company, and nothing contained in this byelaw or in any condition or requirement made under this byelaw shall be construed or operate as in any manner limiting such discretion or as giving any member of the Society any right, title or interest to require such fund or any part thereof to be deposited, dealt with or applied in any particular manner or in any particular country.
4. Commencement
This byelaw shall come into force on 4th March 1992.
Schedule 1. Interpretation
1. In this byelaw, unless the context otherwise requires:
“country” includes any state, province or territory;
[“the Company” means Additional Securities Limited and any other company for the time being nominated by the Council under one or more premiums trust deeds as a person with whom premiums trust funds may be deposited or to whom premiums trust funds may be lent;]
NOTE
“overseas deposit fund” means the aggregate amount of the funds provided by or on behalf of members of the Society pursuant to any conditions and requirements made under paragraph 2 of the byelaw for the time being in force;
“overseas deposits” means deposits provided or maintained in respect of insurance business of members of the Society in accordance with the statutory or other requirements in that behalf from time to time in force in various parts of the world;
“premiums trust deed” means a trust deed in the form for the time being required by the Council and approved by the Secretary of State under section 83 of the Insurance Companies Act 1982 constituting a premiums trust fund; and
“premiums trust funds” means a fund of premiums and other monies held from time to time by or under the control of trustees upon the trusts of a premiums trust deed.
206. Membership Byelaw No. 17 of 1993, 8 September 1993
COMMENCEMENT
  This byelaw came into force on 8 September 1993.
AMENDMENTS
  This byelaw was amended by
Membership (Amendment) Byelaw (No. 24 of 1993)
Corporate Members (Miscellaneous Amendments) Byelaw (No. 29 of 1993)
Companies’ Accounts (Miscellaneous Amendments) Byelaw (No. 15 of 1994)
Syndicate Accounting Byelaw (No. 18 of 1994)
Membership (Amendment No. 2) Byelaw (No. 12 of 1995)
Membership (Amendment No. 3) Byelaw (No. 17 of 1995)
Appeal Tribunal Byelaw (No. 18 of 1995)
Membership (Amendment No. 3) Byelaw (No. 23 of 1995)
Individual Registration Byelaw (No. 13 of 1996)
New Central Fund Byelaw (No. 23 of 1996)
Membership (Amendment No. 5) Byelaw (No. 42 of 1996)
Agency Agreements (Amendment No. 15) Byelaw (No. 10 of 1997)
Membership (Amendment No. 6) Byelaw (No. 21 of 1997)
Membership (Amendment No. 7) Byelaw (No. 11 of 1998)
Membership, Council and Committee and Annual and Extraordinary General Meetings (Amendment) Byelaw (No. 15 of 1998)
Captive Corporate Members Byelaw (No. 19 of 1998)
Premiums Trust Fund and Regulating Trustee Byelaw (No. 22 of 1998)
Agency Agreements (Amendment No. 20) Byelaw (No. 6 of 1999)
Membership (Amendment) Byelaw (No. 8 of 1999)
Membership (Amendment No. 9) Byelaw (No. 18 of 1999)
Intermediary Amendment Byelaw (No. 10 of 2000)
Lloyd’s Policy Signing Office Byelaw (No. 11 of 2000)
Annual Subscribers Byelaw (No. 15 of 2000)
Lloyd’s Brokers Byelaw (No. 17 of 2000).
EXPLANATORY NOTE
(This note is not part of the byelaw.)
  This byelaw amends and consolidates the provisions of the Membership Byelaw (No. 9 of 1984) as amended.
  It also makes provision for the admission to membership of the Society of corporate members and for such members to underwrite insurance business at Lloyd’s.
For the full text of this byelaw, see Part A, 111.
207. Lloyd’s Advisers Byelaw No. 19 of 1993, 8 September 1993
COMMENCEMENT
  This byelaw came into force on 8 September 1993.
AMENDMENTS
  This byelaw was amended by
Companies’ Accounts (Miscellaneous Amendments) Byelaw (No. 15 of 1994)
Appeal Tribunal Byelaw (No. 18 of 1995).
EXPLANATORY NOTE
(This note is not part of the byelaw.)
  This byelaw provides for the registration of a body corporate or partnership as a Lloyd’s adviser and for the review, renewal and withdrawal of such registration.
  The Council may not grant registration under the byelaw unless satisfied that the applicant is fit and proper to be a Lloyd’s adviser.
  The byelaw empowers the Council to impose conditions and make requirements regarding Lloyd’s advisers’ financial resources, and makes provision regarding accounting records, accounts and other reports, audit and annual returns.
For the full text of this byelaw, see Part A, 112.
208. Run-Off Companies Byelaw No. 2 of 1995, 10 January 1995
COMMENCEMENT
  Paragraphs 2, 3, 17 and 19 come into force on 1 October 1995. The rest come into force on 1 February 1995.
AMENDMENTS
  This byelaw was amended by
Appeal Tribunal Byelaw (No. 18 of 1995)
Loss Review (Revocation) Byelaw No. 16 of 1997)
Premiums Trust Fund and Regulating Trustee Byelaw (No. 22 of 1998)
Run-Off Companies (Amendment) Byelaw (No. 2 of 2000)
Lloyd’s Policy Signing Office Byelaw (No. 11 of 2000).
EXPLANATORY NOTE
  (This note is not part of the byelaw.)
  This byelaw provides for the registration of a body corporate or partnership as an approved run-off company and for the review, renewal and withdrawal of such registration. It also provides that managing agents must delegate their insurance functions and their administration and processing functions (as defined in the byelaw) in respect of longer term run-off accounts (where they are managing more than one such run-off account in respect of any one syndicate) to approved run-off companies. Further, such functions must be delegated in respect of any run-off account where this is the wish of a majority of relevant syndicate members voting in general meeting or where the Council so directs. Managing agents may, however, apply for approval to conduct such work themselves; and they may be granted interim approval in respect of the syndicates they manage when this byelaw comes into force.
  The Council may not grant registration under the byelaw unless satisfied that the applicant is fit and proper to be an approved run-off company.
  The byelaw empowers the Council to impose conditions and make requirements regarding approved run-off companies’ financial and operational resources, and makes provision regarding tendering, accounting and other records, accounts and other reports, audits, reviews and annual returns.
  This byelaw shall come into force in accordance with the provisions of paragraph 24.
For the full text of this byelaw, see Part A, 114.
209. Lloyd’s Policy Signing Office Byelaw No. 11 of 2000, 22 June 2000
COMMENCEMENT
  This byelaw came into force on 22 June 2000.
EXPLANATORY NOTE
(This note is not part of the byelaw)
  This byelaw comes into force on 22 June 2000.
  This byelaw provides the legal framework for the transfer to a service provider of those functions of Lloyd’s that are carried out by that part of Lloyd’s currently known as LPSO (paragraph 2(1)).
  In addition, it provides for the carrying on by Lloyd’s, whether through a delegate (under paragraph 2(6)) or otherwise, of those services currently undertaken by LPSO. The Council is empowered to require persons to use the services of LPSO or its delegate or any transferee (paragraph 4), and may impose conditions and requirements on any use of those services (paragraph 5). Certain of the functions currently carried on by LPSO in relation to the signing and finalisation of policies are described in Part D, and in Part E it is made clear that information may be required in relation to the services, that it may be stored but that confidentiality will generally be maintained. In Part F, powers are granted to the Council to prescribe charges and expenses, to make regulations, codes of practice and manuals, and to enter into agreements in relation to the provision of services.
  As a consequential matter, this byelaw amends the Interpretation Byelaw (No. 1 of 1983, 500) by inserting in it a definition of “LPSO” and makes consequential amendments to other byelaws and regulations. Amendments are made in particular to the Central Accounting Byelaw (No. 20 of 1998, 525), on the basis that LPSO currently assists in the provision of central accounting services. These services may, as with the LPSO services generally, be delegated or provided by a third party on such terms as the Council sees fit. Provisions are therefore inserted into the Central Accounting Byelaw which mirror certain provisions of this byelaw.
  The byelaw has immediate effect save that, in the case of amendments made to the standard managing agent’s agreement (general) and standard managing agent’s agreement (corporate member) the amendments shall have effect from 1 January 2002 in accordance with the variation provisions of those agreements, and the provisions of the Agency Agreements Byelaw (No. 8 of 1988, 310).

210. Lloyd’s Claims Byelaw No. 12 of 2000, 21 August 2000
COMMENCEMENT
  This byelaw came into force on 21 August 2000.
EXPLANATORY NOTE
(This note is not part of the byelaw.)
  This byelaw comes into force on 21 August 2000. It revokes the Lloyd’s 1994 Claim’s Scheme Byelaw (No. 4 of 1994, 323) from a date to be determined by the Council.
  This byelaw provides the legal framework for the transfer to a service provider of those functions of Lloyd’s that are carried out by that part of Lloyd’s currently known as LCO (paragraph 2(1)).
  In addition, it provides for the carrying on by Lloyd’s, whether through a delegate (under paragraph 3(6)) or otherwise, of those services currently undertaken by LCO. The Council is empowered to direct persons to use the services of LCO or its delegate or any transferee (paragraph 4), and may impose conditions and requirements on any use of those services (paragraph 5).
  The byelaw provides for the provision by brokers of claims information and relevant documents to underwriters of following syndicates (paragraph 6). It also provides for information to be provided to the Society or any service provider (paragraphs 6–9). The Council may prescribe charges and expenses in connection with claims services (paragraph 10) and may make regulations, codes of practice and manuals in relation to claims (paragraph 11).
For the full text of this byelaw, see Part E, 528

C—Conduct of Business
This heading relates to those entities/individuals permitted to conduct insurance business in the market and sets out the provisions and rules which govern their on-going transaction of business at Lloyd's within the parameters laid down by the Registration and Prudential Supervision headings. These include their "compliance" obligations and the methods by which they are to be discharged.

300. Substitute Agents Byelaw No. 20 of 1983, 18 July 1983
COMMENCEMENT
  This byelaw commenced on 18 July 1983.
AMENDMENTS
  This byelaw was amended by
Corporate Members (Consequential Amendments) Byelaw (No. 20 of 1993)
Substitute Agents (Amendment No. 2) Byelaw (No. 24 of 1995)
Individual Registration Byelaw (No. 13 of 1996)
Premiums Trust Fund and Regulating Trustee Byelaw (No. 22 of 1998)
Underwriting Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Intermediary Amendment Byelaw (No. 10 of 2000).
  1. The Council may, at its sole discretion, appoint a specified person to act as agent or sub-agent (a “Substitute Agent”) for any underwriting member of the Society as to the whole or any part of that member’s underwriting business:—
	(a)	where such member has no underwriting agent for the whole or such part of his underwriting business; or
	(b)	where in the opinion of the Council:—
	(i)	such appointment is in the interests of such member; or
	(ii)	it is essential for the proper regulation of the business of insurance at Lloyd’s; or
	(c)	where the underwriting agent of such member is subject, either totally or in part, to a direction of administrative suspension or to a direction or suspension pursuant to a penalty or sanction imposed, confirmed or modified following disciplinary proceedings.
  2. Where a Substitute Agent is appointed pursuant to this byelaw, the Council may give such directions as it considers appropriate:—
	(a)	to the Substitute Agent; and/or
	(b)	to an underwriting agent who at any time has acted for such member [whether or not in the capacity of underwriting agent] or who is subject to suspension (the “Prior Underwriting Agent”);
in connection with the appointment of the Substitute Agent and the continuation of the agency business of the Prior Underwriting Agent or concerning the underwriting business of any member of the Society, and in particular without prejudice to the generality of the foregoing may direct that:—
	(a)	the Substitute Agent, or any director, partner, agent or employee thereof, be empowered to conduct the agency business of the Prior Underwriting Agent either totally or in part; and/or
	(b)	the Substitute Agent, or any director, partner, agent [[, employee or managing agent’s trustee]] thereof, be given possession of, or permitted access to, all or any particular class of, information, documents or other material in the possession, custody, power or control of the Prior Underwriting Agent; and/or
	(c)	the Substitute Agent, or any director, partner, agent [[, employee or managing agent’s trustee]] thereof, be permitted to make entries in all, or any particular class of, information, documents or other material in the possession, custody, power or control of the Prior Underwriting Agent; and/or
	(d)	the Substitute Agent, or any director, partner, agent [[, employee or managing agent’s trustee]] thereof, be permitted access to and control of all, or any particular class of, bank accounts, funds or other investments maintained or managed or controlled by the Prior Underwriting Agent in connection with its agency business whether directly or indirectly and whether as principal, agent or trustee; and/or
	(e)	the Prior Underwriting Agent or any [[managing agent’s trustee]] thereof resign as trustee of all or any specified Premium Trust Funds or other trusts of which the Prior Underwriting Agent or the [[managing agent’s trustee]] is a trustee and concur in the appointment of new trustees acceptable to the Council; and/or
	(f)	the Prior Underwriting Agent execute any specified document, deed, contract, assignment, novation, mandate, authority or bill of exchange.
NOTE
  3. Where a Substitute Agent is appointed pursuant to this byelaw, the Council may:—
	(a)	give such directions to any member of the Society, [[[…]]] [any] [[[[…]]]], any underwriting agent, any director [, agent or employee of a corporate member], partner, agent [[, registered individual]] or employee of [[[…]]] [[[[…]]]] or an underwriting agent as the Council may consider appropriate in connection with the appointment of the Substitute Agent and the continuation of the agency business of the Prior Underwriting Agent or concerning the underwriting business of any member of the Society or for the protection of any Lloyd’s policy holder, the Society, any member of the Society, [[[…]]] [[[[…]]]], any underwriting agent or any other person doing business at Lloyd’s; and/or
NOTE
	(b)	make such provision as it considers appropriate for the remuneration, expenses and indemnification of the Substitute Agent, which provision may include a direction that the Prior Underwriting Agent and/or members of the Society whose underwriting business is dealt with by the Substitute Agent make payment of remuneration and expenses to the Substitute Agent either totally or in part [; and/or
	(c)	upon that appointment, appoint one or more managing agent’s trustees in respect of it.]
NOTE
  4. Where a direction is made under paragraph 2 or 3 of this byelaw, such direction shall take effect notwithstanding any contrary or inconsistent provision contained in any agreement between the Prior Underwriting Agent and any member of the Society.  5. The Council may, at its sole discretion, at any time take such actions and make such directions as it considers appropriate to revoke [or vary] any appointment or direction made under this byelaw, and make such further directions consequential upon the revocation [or variation] as it considers appropriate.
NOTE
  [6. For the avoidance of doubt:—
	(a)	the powers vested in the Council pursuant to this byelaw to appoint a substitute agent or to issue directions incidental thereto shall apply in relation to an underwriting member or a former underwriting member notwithstanding that he may at the date of the appointment or direction or subsequently have ceased to be a member of the Society by reason of resignation, death or otherwise; and
	(b)	except where the context otherwise requires, references in this byelaw to an underwriting member or a former underwriting member include references to his personal representatives, trustee in bankruptcy, curator bonis, receiver or committee or any other persons by law entitled or bound to administer his affairs.]
NOTE
  [7. In paragraphs 2 and 3:
	(a)	“premiums trust deed” has the meaning given in paragraph 1 of the Schedule to the Membership Byelaw (No. 17 of 1993, 111); and
	(b)	“managing agent’s trustee” means, in regard to an underwriting agent, any trustee of one or more premiums trust deeds designated under the terms of that deed or those deeds as a or the managing agent’s trustee in respect of that underwriting agent.]
NOTE
301. Information Relevant to the Operation of Sections 10, 11, and 12 of Lloyd’s Act 1982 Byelaw No. 1 of 1984, 9 January 1984
COMMENCEMENT
  This byelaw commenced on 9 January 1984.
  1. In this byelaw the following expressions have the following meanings:—
“Lloyd’s broker” has the meaning given to it in section 12(1)(b) of the Lloyd’s Act 1982 (“the Act”)
“associated with a Lloyd’s broker” has the meaning given to it in sections 11(2) and 11(3) of the Act
“managing agent” has the meaning given to it in section 12(1)(a) of the Act
“associated with a managing agent” has the meaning given to it in section 10(2) of the Act
“director” has the meaning given to it in section 2(1) of the Act
“manager” has the meaning given to it in section 2(1) of the Act
“any relevant person” means:—
	(i)	in relation to a body corporate any of the persons specified in section 12(1)(c)(i) to (iii) of the Act; and
	(ii)	in relation to a partnership any of the persons specified in section 12(1)(d)(i) to (v) of the Act.
“underwriting agent” has the meaning given to it in Section 2(1) of the Act
  2. (a) Any body corporate or partnership for the time being permitted by the Council to broke insurance business at Lloyd’s shall by notice in writing inform the Council immediately if:—
	(i)	it or any relevant person is or becomes a managing agent or associated with a managing agent;
	(ii)	it considers that it or any relevant person will become or is likely to become a managing agent or associated with a managing agent; or
	(iii)	any change has occurred at any time since 23rd July, 1982 or hereafter occurs in the factors by reason of which it or any relevant person is associated with a managing agent.
  (b) Every director, partner and manager of any such body corporate or partnership shall inform that body corporate or partnership immediately of any matters known or becoming known to him relevant to enable it to perform its duty under paragraph (a) above.  3. (a) Any body corporate or partnership for the time being permitted by the Council in the conduct of its business as an underwriting agent to perform for an underwriting member one or more of the following functions:—
	(i)	underwriting contracts of insurance at Lloyd’s;
	(ii)	reinsuring such contracts in whole or in part;
	(iii)	paying claims on such contracts;
shall by notice in writing inform the Council immediately if:—
	(i)	it or any relevant person is or becomes a Lloyd’s broker or associated with a Lloyd’s broker;
	(ii)	it or any relevant person will become or is likely to become a Lloyd’s broker or associated with a Lloyd’s broker; or
	(iii)	any change has occurred at any time since 23rd July, 1982 or hereafter occurs in the factors by reason of which it or any relevant person is associated with a Lloyd’s broker.
  (b) Every director, partner or manager of any such body corporate or partnership shall inform that body corporate or partnership immediately of any matter known or becoming known to him relevant to enable it to perform its duty under paragraph (a) of this paragraph.
302. The Disclosure of Interests
Byelaw No. 3 of 1984, 9 April 1984
COMMENCEMENT
  This byelaw commenced on 9 April 1984.
AMENDMENTS
  This byelaw was amended by
Syndicate Accounting Byelaw (No. 11 of 1987)
Underwriting Agents (Amendment No. 7) Byelaw of 1993.
REVOCATION
  This byelaw was revoked on 4 August 1999 by byelaw No. 13 of 1999.
303. The Underwriting Agents Byelaw No. 4 of 1984, 14 May 1984
COMMENCEMENT
  This byelaw commenced on 14 May 1984.
AMENDMENTS
  This byelaw was amended by
Underwriting Agents (Amendment) Byelaw (No. 8 of 1987)
Underwriting Agents (Amendment No. 2) Byelaw (No. 4 of 1988)
Lloyd’s Market Certificate Byelaw (No. 6 of 1989)
Underwriting Agents (Amendment No. 3) Byelaw (No. 9 of 1989)
Underwriting Agents (Amendment No. 4) Byelaw (No. 14 of 1989)
Underwriting Agents (Amendment No. 5) Byelaw (No. 18 of 1989)
Underwriting Agents (Amendment No. 6) Byelaw (No. 4 of 1990)
Miscellaneous Administrative Provisions (Amendment No. 2) Byelaw (No. 1 of 1993)
Underwriting Agents (Amendment No. 7) Byelaw (No. 7 of 1993)
Annual Subscribers, Associates, Substitutes and Others Byelaw (No. 8 of 1993)
Information and Confidentiality Byelaw (No. 21 of 1993)
Underwriting Agents’ Qualifications (Miscellaneous Amendments) Byelaw (No. 32 of 1993)
Transitional and Conversion Arrangements (Corporate Member) Byelaw (No. 9 of 1994)
Underwriting Agents (Amendment No. 8) Byelaw (No. 13 of 1994)
Companies’ Accounts (Miscellaneous Amendments) Byelaw (No. 15 of 1994)
Syndicate Accounting Byelaw (No. 18 of 1994)
Underwriting Agents (Amendment No. 9) Byelaw (No. 3 of 1995)
Underwriting Agents (Amendment No. 10) Byelaw (No. 8 of 1995)
Underwriting Agents (Amendment No. 11) Byelaw (No. 15 of 1995)
Appeal Tribunal Byelaw (No. 18 of 1995)
Underwriting Agents (Amendment No. 12) Byelaw (No. 5 of 1996)
Conversion and Related Arrangements Byelaw (No. 22 of 1996).
Underwriting Agents (Amendment No. 13) Byelaw (No. 36 of 1996)
Underwriting Agents (Amendment No. 14) Byelaw (No. 20 of 1997)
Underwriting Agents (Amendment No. 15) Byelaw (No. 14 of 1998)
Captive Corporate Members Byelaw (No. 19 of 1998)
Premiums Trust Fund and Regulating Trustee Byelaw (No. 22 of 1998)
Training and Development Byelaw (No. 23 of 1998)
Proportional Reinsurance Syndicates Byelaw (No. 9 of 1999)
Underwriting Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Lloyd’s Policy Signing Office Byelaw (No. 11 of 2000)
Annual Subscribers Byelaw (No. 15 of 2000)
Lloyd’s Brokers Byelaw (No. 17 of 2000)
Underwriting Agents (Amendment No. 17) Byelaw (No. 2 of 2001).
For the full text of this byelaw, see Part A, 101.
304. The Agency Agreements Byelaw No. 1 of 1985, 11 March 1985
COMMENCEMENT
  This byelaw commenced on 11 March 1985.
The Council of Lloyd’s in exercise of its power under Section 6(2) of the Lloyd’s Act 1982, by Special Resolution hereby makes the following byelaw.
1. The Standard Agency Agreement
  In this byelaw the Standard Agency Agreement means an agreement in the form of and including the terms of the agreement set out in Schedule 1 to this byelaw.
2. The Standard Sub-Agency Agreement
  In this byelaw the Standard Sub-Agency Agreement means an agreement the terms of which include those set out in Schedule 2 to this byelaw.
3. Prohibition on transacting business
  Insurance business shall not be underwritten at Lloyd’s at any time after 31 December 1986 in pursuance of an agency agreement or sub-agency agreement which is not a Standard Agency Agreement or a Standard Sub-Agency Agreement.
4. Transitional provision
  Nothing in paragraph 3 above shall prevent an underwriting agent from running off the insurance business of an underwriting member, underwritten for a year of account prior to 1st January 1987, in pursuance of an agency agreement other than a Standard Agency Agreement or a Standard Sub-Agency Agreement.
Schedule 1. The Agency Agreement
THIS AGREEMENT is made the —— day of —— One thousand nine hundred and — BETWEEN —— (hereinafter called “the Name” which expression, where the context so admits, includes the Name’s executors, administrators or assigns) of the one part and —— (hereinafter called “the Agent” which expression in the case of a firm, where the context so admits, includes any such person or persons as are for the time being carrying on, under whatever style or name, the partnership business carried on by that firm) of the other part.  WHEREAS the Name is or is about to become an underwriting member of Lloyd’s, and it has been arranged that the Agent shall act as his underwriting agent at Lloyd’s upon the terms hereinafter mentioned.
  NOW IT IS HEREBY AGREED AND DECLARED between the parties hereto as follows:—
1. Definitions:
  In this Agreement the under mentioned expressions shall where the context so requires or admits have the following meanings:—
	(a)	The expression “the Syndicate” shall mean the syndicate or, if more than one, each of the respective syndicates of which the Name is for the time being a member under the provisions of this Agreement, being the syndicate or syndicates specified in the Schedule(s) attached hereto at the date hereof and in any additional Schedule which may hereafter be attached to agreement between the Name and the Agent, as such syndicate or syndicates shall from time to time be constituted, and no subsequent change in the number or name by which any such syndicate is known shall affect the provisions of this Agreement. The expression “any Syndicate” shall mean any one or more or all of the syndicate(s) of which the Name is for the time being a member under the provisions of this Agreement.
	(b)	The expression “the Syndicate Schedule” shall mean the Schedule hereto or, if more than one, each of the respective Schedules attached hereto for the time being, and each such Schedule shall be deemed to be incorporated in and form part of this Agreement.
	(c)	The expression “the underwriting business” shall have the meaning given to it in Clause 2(a) hereof.
	(d)	The expression “the Premiums Trust Deed” shall mean the trust deed (in form approved by the Secretary of State) already executed or to be executed by the Name with reference to the underwriting business.
	(e)	The expression “the Council” shall mean the Council of Lloyd’s and shall include its delegates.
	(f)	The expression “year” shall mean a calendar year.
2. Appointment of the Name’s Agent at Lloyd’s:
  (a) The Agent shall act as the underwriting agent for the Name for the purpose of underwriting at Lloyd’s for the account of the Name such classes and descriptions of insurance business, other than those prohibited by the Council, as may be transacted by the Syndicate (hereinafter referred to as “the underwriting business”).
  (b) In acting as underwriting agent for the Name the Agent shall at all times comply with the byelaws, regulations and requirements for the time being of the Council affecting the Name as an underwriting member of Lloyd’s. Provided that if and to the extent that any provision of this Agreement shall be inconsistent with any such byelaw, regulation or requirement such inconsistent provision shall be deemed to be modified or cancelled so far as may be necessary or appropriate to the intent that the byelaw, regulation or requirement in question shall prevail and have full effect.
3. Date of joining the Syndicate:
  The date on and from which the Name is to be included as a member of the Syndicate shall be the date specified in the Syndicate Schedule.
4. Powers of the Agent:
  (a) The Agent is authorised, and such authority shall continue to subsist so far as may be appropriate until the winding-up of the underwriting business shall have been completed, to exercise such powers as the Agent may consider to be necessary or desirable in connection with or arising out of the underwriting business, including without prejudice to the generality of the foregoing:
	(i)	the acceptance of risks and the effecting of reinsurance, including reinsurance for the purpose of Clause 5(g) hereof;
	(ii)	the settlement and/or compromise of claims, whether such claims shall in the opinion of the Agent be legally enforceable or not;
	(iii)	the making of any arrangement and/or the participation in any project which in the opinion of the Agent will or may avoid a claim or obviate or reduce the risk of or liability for a claim; and
	(iv)	the taking and authorisation of all necessary actions and proceedings on behalf of the Name for the enforcement by the Name of his agreement with the other members of any Syndicate as referred to in paragraph (ii) of Clause 18 hereof.
  (b) Without prejudice to the generality of the provisions of sub-clause (a) of this Clause, the Agent shall have the following customary and/or special powers in connection with the conduct and winding-up of the underwriting business:
	(A)	Compliance with statutory provisions and with requirements of Lloyd’s:
		Power to comply on behalf of the Name with the requirements prescribed by Lloyd’s Acts 1871 to 1982, the Insurance Companies Act 1982 and all other statutory provisions, byelaws, regulations and requirements for the time being in force and affecting the Name as an underwriting member of Lloyd’s.
	(B)	Execution of documents on behalf of the Name:
		Power to sign or execute, or to accede to, on behalf of the Name all deeds, instruments, contracts and agreements relating to the underwriting business, whether with the Corporation of Lloyd’s or others, to which the Name may be required by the Council to become a party or to which the Agent may consider it desirable in the interests of the Name that the Name should become a party, and which are not required by the Council or by any statutory or governmental authority to be signed or executed by the Name personally.
	(C)	Execution of Powers of Attorney:
		Power (without prejudice to the generality of the provisions of paragraph (B) above) to execute on behalf of the Name powers of attorney for use in any part of the world in connection with any aspect of the underwriting business, including powers of attorney in the form required by the Council in favour of each and every person, firm or body corporate who shall for the time being be United States General Counsel for Lloyd’s Underwriters.
	(D)	Compliance with EEC, foreign etc laws and regulations:
		Power to comply on behalf of the Name with EEC, foreign, Commonwealth, colonial and local laws, ordinances and regulations.
	(E)	Collection of money and payments:
		Power to collect all premiums and other monies due to the Name in connection with the underwriting business; and, as provided by Clause 9 hereof, to pay on the Name’s behalf all liabilities and outgoings due from the Name.
	(F)	Legal proceedings:
		Power to take in any part of the world, and in such name or names as the Agent may think fit (whether or not including the name of the Name), such legal or other proceedings as may in the opinion of the Agent be necessary or desirable for the proper conduct of the underwriting business; and to accept in any part of the world service of writs, notices, processes and other communications from time to time requiring to be served on the Name in connection with or arising out of the underwriting business.
	(G)	Delegation of Agent’s powers:
		Power, subject to any requirements of the Council, to appoint to employ any person, firm or body corporate to carry on or manage the underwriting business or any part thereof, and to delegate or to confer upon any person, firm or body corporate all or any of the powers, authorities and discretions given to the Agent by this Agreement including this power of delegation and the other powers contained in this paragraph.
5. Control of underwriting business:
  (a) The Agent shall have the sole control and management of the underwriting business and the Name shall not in any way interfere with the exercise of such control or management.
  (b) The underwriting business shall be conducted in the same manner as may for the time being be adopted by the Agent for the other members of the same Syndicate for whom the Agent for the time being acts as underwriting agent.
  (c) The allocation of the Name’s overall premium income limit in whole or in part to the Syndicate shall be as from time to time agreed between the Name and the Agent. Subject thereto, the Name shall have such share in the risks underwritten on behalf of the Syndicate as the Agent shall from time to time at the commencement of each year determine, and such share shall not be substantially altered during the course of each year other than by reason of the operation of the provisions of Clause 17 hereof.
  (d) The Agent shall discharge or procure the discharge of such duties as from time to time are imposed on Managing and Members Agents by the Syndicate Premium Income Byelaw and Monitoring Regulation, or any re-enactment or replacement of the same.
  (e) The Name acknowledges that, by reason of the custom and practice of Lloyd’s, risks underwritten prior to any year of his membership of the Syndicate may be included in the underwriting business, and the Name hereby ratifies the acceptance and/or the manner of the Agent’s accounting treatment of all or any such risks and agrees to accept his due proportion of any liability which may arise in respect thereof.
  (f) Interest and dividends received during any calendar year in respect of deposits or investments made or held under Clause 10(b) hereof, and appreciation in the value of such investments, as shown by realisations or transfers made during the year or by valuation at the end of the year, and made where practicable at the mean market price or at such other price as the Agent may determine (but only within the limits from time to time permitted by the Council), shall be divided between the underwriting accounts open during that year in such proportions as the Agent shall in the absolute discretion of the Agent think fair having regard to the balances available for investment in each of the said accounts at the time of the exercise of such discretion.
  (g) In order to close the underwriting account of any year the Agent may:
	(i)	reinsure all or any outstanding liabilities in such manner as the Agent shall think fit, including the debiting of such account and the crediting of the underwriting account of the next succeeding year with such reinsurance premium as the Agent in its absolute discretion (subject to any requirements of the Council) thinks fair or
	(ii)	reinsure all or any outstanding liabilities into the underwriting account of any other year then remaining open or in any other manner which the Agent (subject as aforesaid) thinks fair.
  (h) Instead of closing an underwriting account in accordance with the provisions of sub-clause (g) of this Clause the Agent may allow the whole or part thereof to remain open until its outstanding liabilities shall have run off or shall have been reinsured under sub-clause (g) hereof.
  (i) The Agent may, irrespective of the date of acceptance of a risk or of the signing of a policy (but only within the limits from time to time permitted by the Council), determine to which year of account the benefit or burden of any insurance shall belong.
6. Provisions relating to accounts & accounting records:
  The following provisions shall apply concerning the accounts and accounting records of the underwriting business:
	(a)	The Agent shall comply with, or procure compliance with, the byelaws, regulations, or requirements of the Council from time to time dealing with accounting to underwriting members of Lloyd’s.
	(b)	The accounting and other records kept by the Agent shall be the property of the Agent.
	(c)	The Name, or any professional person employed by him or on his behalf, shall be entitled at reasonable times to inspect all accounting and other records in the possession or power of the Agent relating to the underwriting business and to make extracts and copies of any matters recorded therein.
7. Waiver of confidentiality:
  The Name hereby waives all such confidentiality as attaches to any information relating to the underwriting business where that information is sought in connection with an inquiry appointed by the Council under the Inquiries and Investigations byelaw or any re-enactment or replacement of the same (hereinafter referred to as “a Lloyd’s Inquiry”). The Agent is hereby authorised and directed to effect a waiver on its own behalf of all such confidentiality as would be owed to the Agent by a sub-agent or auditor appointed by the Agent in connection with the conduct of the underwriting business where information relating to the underwriting business is sought of either of them in connection with a Lloyd’s Inquiry. The Agent is empowered to authorise and direct any sub-agent appointed by the Agent to waive any confidentiality that may be owed to such sub-agent by an auditor appointed by such sub-agent where information relating to the underwriting business is sought of such auditor in connection with a Lloyd’s Inquiry.
8. Remuneration:
  (a) The Name shall pay to the Agent as remuneration for the services of Agent a fee at the rate per annum specified in the Syndicate Schedule.
  (b) The Name will also pay to the Agent a profit commission as provided in the Syndicate Schedule and such commission shall be paid when the net result of each closed year of account has been ascertained. The profit upon which commission is payable shall be ascertained in accordance with the provisions of sub-clause (c) of this Clause as supplemented in relation to the Syndicate by the additional provisions of the Syndicate Schedule.
  (c) The provisions referred to in sub-clause (b) above are as follows:—
	(i)	The profit or loss of each closed year of account shall be taken separately and shall not be affected by the result of any year of account.
	(ii)	The profit or loss of any Syndicate shall not be affected by the profit or loss of any other Syndicate, but for this purpose the results of such Syndicate shall be aggregated with the results of any associated Syndicate in which all the members of such Syndicate underwrite business of a class or classes permitted under the rules of Lloyd’s for the time being as incidental to the business of such Syndicate.
9. Undertaking by the Name to pay all liabilities and outgoings:
  (a) The Name shall keep the Agent at all times in funds available for the payment of the liabilities, expenses and outgoings of the underwriting business. All such funds and any other monies for the time being held on the Name’s behalf may in the absolute discretion of the Agent be paid or applied in or towards the discharge of such liabilities, expenses and outgoings provided that in the case of expenses and outgoings incidental to the conduct of the underwriting business they are proper and reasonable in incidence and amount. The Agent shall have an unfettered discretion in determining the funds from time to time required from the Name for the purpose of making any such payments as aforesaid, and the Agent shall be the sole judge both as to the existence and as to the amount (or the estimated amount) of any such liability, expense or outgoing. The Agent shall be under no liability to make any such payments otherwise than out of assets for the time being held for the account of the Name; but should the Agent nevertheless do so, the Name shall reimburse the Agent in respect thereof.
  (b) The Name shall pay any funds required by the Agent under sub-clause (a) of this Clause free from and clear of any set-off, counterclaim or other deduction on any account whatsoever and promptly within such period for payment as the Agent may in its discretion specify in its requirement; and in respect of such payment time shall be of the essence. The Name hereby agrees that no such set-off, counterclaim or deduction shall be a defence to any proceedings instituted by the Agent to enforce a requirement, and the Name waives stay of execution and consents to the immediate enforcement of any judgment obtained in such proceedings.
  (c) It shall be a condition precedent to the issue of proceedings or the making of any reference to arbitration by the Name in respect of any matter arising out of or in any way connected with either the making of such requirement by the Agent or the subject matter thereof, or the preparation or audit of the accounts referred to in Clause 6, that the Name shall have duly complied with any such requirement made or purported to be made by the Agent, and no cause of action in respect of any such matter shall arise or accrue in favour of the Name until such requirement shall have in all respects been duly complied with. At no time shall the Name seek injunctive or any other relief for the purpose (or which has the result) of preventing the Agent from making or enforcing any such requirement or of preventing the Agent or any sub-agent from applying any money or assets for the time being held by them respectively on behalf of the Name in or towards the discharge of the liabilities, expenses and outgoings of the underwriting business.
  (d) All expenses and outgoings incidental to the conduct of the underwriting business which in the opinion of the Agent ought to be shared rateably between the Name and any other member of the Syndicate shall be debited to the underwriting accounts and the Name’s rateable part thereof shall be calculated according to the Name’s premium income allocation for the time being in the Syndicate. In the case of any such expense or outgoing which has been incurred in respect of more than one Syndicate or more than one year of account, or in the case of a credit received in respect of any such expense or outgoing, the Agent may debit or credit the respective underwriting accounts with such proportions thereof as the Agent in its absolute discretion thinks fair.
  (e) Notwithstanding that the Name is obliged under the foregoing provisions of this Clause to keep the Agent at all times in funds as therein mentioned, the Agent is hereby authorised at its sole discretion from time to time to borrow monies from any source (including the Agent) for the purpose of meeting any liabilities, expenses or outgoings wholly and exclusively arising in connection with the underwriting business of such amount, in such manner with or without security, and generally upon such terms as the Agent may from time to time think reasonable. The Name agrees to keep the Agent indemnified in respect of any such borrowing and all interest, actions, claims, costs, charges and expenses arising in connection therewith and undertakes to reimburse the Agent in respect thereof forthwith upon the written request of the Agent.
10. The Premiums Trust Deed:
  (a) All premiums and other monies collected on behalf of the Name shall be held upon the trusts declared in the Premiums Trust Deed, and shall be paid into the banking accounts designated as trust accounts kept for the purpose of the underwriting business.
  (b) Any monies standing to the credit of the said banking accounts which in the opinion of the Agent are not required for the current service of the underwriting business shall be placed on deposit or invested in accordance with the provisions of the Premiums Trust Deed.
11. Profits and reserves:
  (a) Profits shall not be distributed to the Name in respect of any underwriting account until it has run for at least three years. Subject as aforesaid, the Agent shall as soon as practicable pay to the Name the profit of the underwriting business, or such part thereof as the Agent shall in its sole discretion decide to distribute from time to time (hereinafter called “the distributable profit”); and in the event of such payment being delayed for any reason beyond fourteen days from the date upon which the distributable profit was received by the Agent the Name shall be entitled to interest as from such date on the distributable profit at not less than the notional rate of interest which would have been earned had the distributable profit been placed on seven-day deposit at the Agent’s bank as at such date as aforesaid, but the Name shall not otherwise be entitled to interest on the distributable profit.
  (b) The Agent may from time to time retain out of the profit which would otherwise be payable to the Name any monies which the Agent may in the absolute discretion of the Agent think desirable to carry to reserve and such monies shall remain subject to the provisions of the Premiums Trust Deed.
  (c) Any monies or investments transferred by the Name to the Agent by mutual agreement to constitute a personal reserve or otherwise for the purpose of meeting the Name’s obligations under this Agreement shall be held and remain subject to the provisions of the Premiums Trust Deed.
12. Termination of agency:
  (a) The agency shall be terminated upon the Name ceasing to be an underwriting member of Lloyd’s, or upon the suspension by the Council consequent upon the outcome of disciplinary proceedings either of the Name’s underwriting membership of Lloyd’s or of the Name’s underwriting.
  (b) The agency shall also be terminated upon the Agent in its capacity as Members’ Agent ceasing for any reason to be an underwriting agent approved by the Council, or upon the Agent’s right to act as Members’ Agent at Lloyd’s being suspended in whole or in part by the Council.
  Provided that the agency shall not be terminated ipso facto upon the happening of any of the foregoing events if within seven days or such longer period as the Council may allow either:
	(i)	the Agent shall have with the prior approval of the Council delegated to a person, firm or body corporate acceptable to the Council the future management of the underwriting business (or such part thereof as may in the circumstances be appropriate) and such delegation has been accepted by such person, firm or body corporate or
	(ii)	A Substitute Agent shall have been nominated by the Council pursuant to the provisions of Clause 13(b) hereof
and in both such events the agency shall continue and shall subsist, in the case of sub-paragraph (i) as between the person, firm or body corporate therein referred to and the Name so long as such person, firm or body corporate shall continue to manage the underwriting business (or such part thereof as aforesaid) to the satisfaction of the Council, and in the case of sub-paragraph (ii) as provided by Clause 13(c) hereof.
  Provided also that, where the suspension of the Agent’s right to act as an underwriting agent at Lloyd’s shall have been removed, the agency shall continue as between the Name and the Agent on the termination of the delegated authority under sub-paragraph (i) hereof or of the appointment of the Substitute Agent (as the case may be).
  (c) The agency shall be determinable either wholly or in respect of any Syndicate on the 31st December of any year by the Name or the Agent giving to the other not less than six calendar months previous written notice. Provided that in any year in which the annual report of any Syndicate as at the preceding 31st December is received by the Name later than the 1st June, the said notice period of six calendar months shall not apply in relation to such Syndicate; and in lieu thereof the agency in respect of such Syndicate shall be determinable by the Name on the 31st December of that year by written notice given at any time within thirty days of the receipt of the said report.
  (d) The agency may be terminated by the Agent giving to the Name not less than forty-eight hours written notice if:
	(i)	the Name shall fail or neglect to comply within a reasonable time with a written request by the Agent to put the Agent in funds pursuant to the Name’s obligations under Clause 9(a) hereof or
	(ii)	the Name shall refuse or be unable to pay the Name’s debts as they become due or to meet the Name’s commercial obligations as they arise or
	(iii)	the Name shall through mental or other infirmity become incapable of managing the Name’s affairs.
  (e) The giving of a notice to terminate the agency shall not affect the authority of the Agent to accept risks and sign the issue policies on behalf of the Name or the Name’s account until the date of the expiry of the notice.
  (f) Notwithstanding the termination of the agency or of the Agent’s authority to accept risks, the Agent is authorised in respect of risks accepted prior to such determination to sign and issue policies in the name of the Name or in the names of any other underwriting member or members of Lloyd’s who were, during the remainder of the year in which such termination occurred, members of the same Syndicate as the Name and who shall, if the Agent so determines, pay to the Name the Name’s share of any profit in respect of such risks or (as the case may be) be entitled to an indemnity from the Name for any loss in respect of such risks.
  (g) After the termination of the agency or of the Agent’s authority to accept risks, the Agent for the purposes of Clause 17(a)(ii) shall be entitled but not obliged to accept risks and to sign and issue policies in the name of any underwriting member or members of Lloyd’s who were, during the remainder of the year in which such termination occurred, members of the same Syndicate as the Name in place of the Name, in which case such underwriting member or members of Lloyd’s shall pay to the Name the Name’s share of any profit in respect of such risks or (as the case may be) be entitled to an indemnity from the Name for any loss in respect of such risks.
  (h) The agency shall not be terminated otherwise than under the provisions of this Clause or by reason of the Name’s death, bankruptcy or insanity. If the Name shall purport to terminate the agency or to resign the Name’s underwriting membership of Lloyd’s other than in accordance with the foregoing provisions of this Clause, the Name shall be deemed ipso facto to be in breach of this Clause.
13. Withdrawal or suspension of Agent’s approval:
  (a) Where the Agent acts as the Managing Agent of any Syndicate, then in the event of the withdrawal or suspension (in whole or in part) of the Agent’s approval as such by the Council the Agent may not exercise under Clause 4(b)(G) hereof the power of delegation of the right to act as Managing Agent of such Syndicate save with the prior approval of the Council and (except in the case of an administrative suspension) of the Name.
  (b) In the event of the withdrawal or suspension (in whole or in part) of the Agent’s right to act as an underwriting agent at Lloyd’s, the Name shall be deemed to have appointed as his underwriting agent in place of the Agent such person, firm or body corporate (herein referred to as the “Substitute Agent”) as may be nominated by the Council for the purpose of carrying on the underwriting agency business of the Agent or such part thereof as the Council may direct, and the provisions of this sub-clause shall apply notwithstanding any prior delegation by the Agent, except insofar as, and to the extent that, such delegation has been approved by the Council pursuant to paragraph (i) of Clause 12(b) hereof.
  (c) The deemed appointment of the Substitute Agent shall take effect as on and from such date as the Council may direct and shall continue, subject to Clause 12(c) hereof, until it shall be terminated by the Council. Otherwise the deemed appointment shall be upon like terms to those contained in this Agreement, and this Agreement shall during the period of such appointment be read and construed and take effect (so far as may be appropriate having regard to the extent to which the Substitute Agent has at the request of the Council agreed to assume the powers, authorities and discretions vested in the Agent under this Agreement) as though it had been made between the Name and the Substitute Agent.
14. Notification of insolvency:
  The Name shall forthwith notify the Agent in the event of
	(i)	a bankruptcy petition being presented against the Name, or
	(ii)	the Name making or proposing any composition with his creditors or otherwise acknowledging his insolvency, or
	(iii)	an order in bankruptcy being made against the Name by the due process of law of any country, or
	(iv)	the Name being adjudicated bankrupt, or being adjudicated or declared insolvent by the due process of the law of any country, or
	(v)	any actions equivalent to the above taken by or in respect of the Name.
15. Winding up on termination of agency:
  On termination of the agency in respect of any Syndicate, the Agent shall be empowered and obliged to wind up the underwriting business relative to such Syndicate as agent for the Name and shall be paid as remuneration for so doing a winding-up fee of the amount specified in the Syndicate Schedule, which shall be payable at the commencement of the winding-up. There shall, notwithstanding the termination of the agency, continue to be vested in the Agent all the powers, authorities and discretions which have been conferred upon the Agent by this Agreement except the authority to accept risks on behalf of the Name other than
	(i)	variations and extensions of existing risks effected under the customary and usual powers of the Agent, and
	(ii)	the reinsurance to close the underwriting account of any earlier year.
16. Changes in participation of underwriter etc.
  In the event of a decision that the underwriter for any Syndicate or a director or partner of the Agent, being a member of any Syndicate, or a director or partner of the Managing Agent of any Syndicate, being a member of such syndicate,
	(a)	cease to be a member of such Syndicate, or
	(b)	reduce his premium income limit allocated to such Syndicate, or
	(c)	effect any individual reinsurance of his personal participation in the results of such Syndicate otherwise than under an estate protection contract,
then as soon as such decision is reached or notified to the Agent, notice of the decision, and in the case of paragraphs (a) and (b) above the reasons therefor and circumstances thereof, shall be given in writing to the Name.
17. Taking over provisions:
  (a) In the event of changes in the membership of any Syndicate for any reason whatsoever, including suspension, occurring other than at the end of a year, then for the purpose of calculating the profit or loss of the Name and of every other member of such Syndicate for the year in question, the following provisions shall apply:—
	(i)	In the event of the death or bankruptcy of the Name, or in the event of the Name’s membership of such Syndicate being terminated by virtue of the provisions of Clause 12(d)(ii) hereof, on a date other than the 31st December in any year, the Name shall be treated as though the Name had taken no part in the underwriting business of that year as a member of such Syndicate; and the profit or loss which, apart from this provision, would have accrued to the Name from his participation as a member of such Syndicate in that year, together with the Name’s responsibility for all liabilities expenses and outgoings payable in connection with the underwriting business relative to such Syndicate, shall be taken over by the other members of such Syndicate in the proportions which their shares bore to each other at the date of the outgoing Name’s death or cessation.
	(ii)	In the event of the Name terminating or purporting to terminate the agency or the Agent’s authority to accept risks in relation to such Syndicate on a date other than the 31st December in any year or otherwise in breach of Clause 12(c), or in the event of the Name resigning his underwriting membership of Lloyd’s in breach of Clause 12(h), then, without prejudice to any legal rights or remedies which may be available to the Agent or the other members of such Syndicate in consequence of the breach, the liabilities of the Name in respect of risks underwritten for the account of the year in which such event occurs shall, for the purpose of calculating the profit or loss of the Name and of every other member of such Syndicate for the year in question, be assessed by the Agent on the footing that the agency and/or the Agent’s authority to accept and/or to account for risks had continued until 31st December of that year.
	(iii)	In the event of the name or any other member of such Syndicate ceasing other than by reason of any of the events mentioned in sub-paragraphs (i) and (ii) of this sub-clause to be a member of such Syndicate on a date other than the 31st December in any year, or in the event of any person becoming a member of such Syndicate on a date other than the 1st January in any year, then, as between all the members (including the Name) of such Syndicate or their personal representatives (including any other outgoing or incoming members or their personal representatives), the profit or loss of such Syndicate for the year shall be divided between the members of such Syndicate as follows, due regard being had to the provisions of sub-paragraphs (i) and (ii) of this sub-clause and their effect in relation to any individual member of such Syndicate in respect of the year in question:
	A.	The year shall be divided into periods, that is to say from the beginning of the year until the date of the first variation to which this sub-paragraph applies in the membership of such Syndicate; each period between each such variation; and the last period being from the date of the last such variation in the membership of such Syndicate until the end of the year.
	B.	On the closing of such Syndicate’s accounts for the year the profit or loss of such Syndicate shall be apportioned between the said periods by reference to the number of days in each period.
	C.	The profit or loss apportioned to each period shall be apportioned between the members who were members of such Syndicate during such period by reference to their respective shares in such Syndicate for such period.
	D.	The profit or loss of each member for the whole year shall then be ascertained by aggregating the profit or loss of such member in respect of each of the periods during which he was a member of such Syndicate.
  (b) In case of any question arising as to the construction or operation of any part of this Clause, the decision of the Syndicate Auditors for the time being shall be final.
  (c) The Agent is authorised from time to time to decide on behalf of the Name, and the Name agrees to be bound by the decision of the Agent, as to whether the expression “Syndicate” as used in this Clause shall in relation to any Syndicate mean either:
	(i)	all the members of such Syndicate or
	(ii)	a syndicate or group forming part of such Syndicate and consisting of members for whom the Agent is the direct underwriting agent with or without the inclusion therein of members for whom other persons, firms or bodies corporate are the underwriting agents.
18. Syndicate and arbitration agreement:
  By entering into this Agreement the Name shall be treated as agreeing to enter into a binding Syndicate and Arbitration Agreement in the form annexed hereto with each and every member of the Syndicate for the time being and with each and every Members’ Agent for the time being recorded on the Syndicate Stamp and with the Managing Agent for the time being of the Syndicate. The Name authorises and directs the Agent to take all necessary steps, including the conferring of any necessary authority on the Managing Agent or the Syndicate,
	(i)	to procure that such Syndicate and Arbitration Agreement is entered into annually in relation to the Syndicate, and
	(ii)	to enforce Clause 2 of such Syndicate and Arbitration Agreement as agent for and on behalf of and at the expense of all such members (including the Name but excluding any such member as is hereinafter referred to) by taking such action or proceedings as the Agent (and/or such Managing Agent) may in its absolute discretion think fit against any member of any Syndicate who in its opinion has committed or threatens to commit a breach of the terms of such Syndicate and Arbitration Agreement.
19. Production of documents:
  If the Name shall have formulated a claim against the Agent which relates in whole or in part to any aspect of the underwriting business the Name, or any professional person employed by him or on his behalf, shall be entitled to require the Agent to disclose all such documents in the possession or power of the Agent as may be relevant to any issue arising or likely to arise out of such claim and to produce extracts or copies of any such documents. Provided that the Agent shall not be required to disclose to the Name any document which the Agent could not be compelled to produce in the course of proceedings instituted by the Name in relation to such claim.
20. Agreement not to constitute a partnership:
  Nothing in this Agreement shall constitute any partnership between (a) the Name and the Agent or (b) the Name and any other underwriting member of Lloyd’s or (c) the Name and any other person or persons whomsoever.
21. Variation:
  Other than in respect of the matters referred to in Clause 8 hereof or in consequence of the operation of Clause 2(b) hereof, none of the terms of this Agreement shall be capable of being varied or amended in any manner whatsoever, including, without prejudice to the generality of the foregoing, by inconsistent collateral agreement, unless the Council consents to such variation or amendment, in which case such variation or amendment shall be made in writing signed by the parties hereto.
22. Arbitration:
  (a) Any dispute, difference, question or claim which may arise between the Agent and the Name and which shall not constitute a Syndicate dispute falling within Clause 3 of the Syndicate and Arbitration Agreement referred to in Clause 18 hereof shall be referred to arbitration in London by a sole Arbitrator to be appointed at the instance of either party by the Chairman or a Deputy Chairman of Lloyd’s for the time being.
  (b) In conducting any arbitration provided for under this Clause the Arbitrator shall not be bound by the strict rules of procedure or evidence. Save as aforesaid the statutory provisions for arbitration for the time being in force in England shall apply.
  (c) Any dispute, difference, question or claim whatsoever arising under the provisions of Clause 9(a), (b) or (c) or Clause 17 or 18 hereof is excluded from the foregoing provisions.
23. English law:
  This Agreement shall be read and construed and take effect in all respects in accordance with English Law.
24. English jurisdiction:
  Subject to Clause 22 hereof the parties hereto irrevocably and unconditionally submit for all purposes of and in connection with this Agreement to the exclusive jurisdiction of the English Courts.IN WITNESS whereof the Name has hereunto set his hand and seal and [the Common Seal of the Agent has been hereunto affixed] OR [a partner duly authorised for and on behalf of the Agent has hereunto set his hand and seal] the day and year first above written.

In the
case of a
company

In the
case of a
partner-
ship firm	SIGNED SEALED AND DELIVERED

by the Name in the presence of:

THE COMMON SEAL of the Agent

was hereunto affixed in the presence of:

Director(s)

Secretary

OR

SIGNED SEALED AND DELIVERED by
a partner
duly authorised for and on behalf of the Agent in the presence of:	}

}

}	

Appendix. Syndicate and Arbitration Agreement
AN AGREEMENT made the —— day of —— 19—— BY —— [name of Managing Agent] Underwriting Agents at Lloyd’s for and on behalf of each of the underwriting members of Lloyd’s and each of the Members’ Agents whose names are recorded in the Syndicate Stamp appended hereto.
  IT IS HEREBY agreed between each of the Names each of the Members’ Agents and the Agent (as respectively hereinafter defined) as follows:—
  1. In this Agreement:—
		(a)	“The Agent” shall mean the said [name of Managing Agent].
		(b)	“The Syndicate” shall mean the syndicate at present numbered —— managed by the Agent, the present members of which are recorded in the Syndicate Stamp appended hereto.
		(c)	“The Names” shall mean every member of the Syndicate.
		(d)	“The Members Agents” shall mean every Underwriting Agent whose name is recorded in such Syndicate Stamp.
		(e)	“The Agent’s authority” shall (as the case may be) mean:—
	(i)	the authority conferred directly on the Agent by those of the Names with whom the Agent has direct Agency Agreements or delegated directly or indirectly to the Agent as sub-agent by those of the Names who have Agency Agreements with any of the Members Agents, in each case authorising and directing the Agent to enter into this Agreement on behalf of the Names; or
	(ii)	the authority to enter into this Agreement conferred on the Agent by each of the Members’ Agents in the Sub-Agency Agreement between that Members’ Agent and the Agent.
  2. Pursuant to the Agent’s authority the Agent agrees on behalf of each of the Names with each and every other of the Names that:—
		(a)	each of the Names will duly comply with each of the terms of his Agency Agreement which in any way relates to the Syndicate, and
		(b)	each of the Names will remain a member of the Syndicate unless and until his membership is properly terminated pursuant to his Agency Agreement.
  3. (a) Any disputes, differences, questions or claims whatsoever between any one or more or all of the Names, the Members’ Agents and the Agent, whether in contract, tort or otherwise, arising at any time and in any way out of or in connection with or in relation to the Syndicate or to its constitution or business (hereinafter called “Syndicate disputes”) shall be referred to arbitration in London by a sole Arbitrator to be appointed at the instance of any of such Names, Members’ Agents or the Agent by the Chairman or a Deputy Chairman of Lloyd’s for the time being.
  (b) Any and all Syndicate disputes which involve common questions or issues shall be referred to the same Arbitrator who shall have full power to direct that any and all such Syndicate disputes shall be heard concurrently between each and all of the Names, Members’ Agents and the Agent involved.
  (c) In conducting any arbitration provided for hereunder the Arbitrator shall not be bound by the strict rules of procedure or evidence. Save as aforesaid the statutory provisions for arbitration for the time being in force in England shall apply.
  (d) Any dispute, difference, question or claim whatsoever arising under the provisions of Clause 9(a), (b) or (c) or Clause 17 or 18 of any Agency Agreement between any of the Names and any of the Members’ Agents or the Agent is excluded from the foregoing provisions whether or not the same would constitute a Syndicate dispute.
  IN WITNESS whereof this Agreement has been signed by —— [name of Managing Agent] on its own behalf and for and on behalf of each of the Names and each of the Members’ Agents.
 Duly authorised for and on behalf of —— [name of Managing Agent](Signed) ..............................
Schedule 2
THIS AGREEMENT is made the —— day of —— One thousand nine hundred and —— BETWEEN —— Underwriting Agents (hereinafter called “the Agent” which expression in the case of a firm, where the context so admits, includes any such person or persons as are for the time being carrying on, under whatever style or name, the partnership business carried on by that firm) of the one part and —— Underwriting Agents (hereinafter called “the Sub-Agent” which expression in the case of a firm, where the context so admits, includes any such person or persons as are for the time being carrying on, under whatever style or name, the partnership business carried on by that firm) of the other part.  WHEREAS the Agent is the underwriting agent at Lloyd’s for certain underwriting members of Lloyd’s and it has been arranged between the Agent and the Sub-Agent that the Sub-Agent shall act as the sub-underwriting agent for one or more of such underwriting members upon the terms hereinafter mentioned.
  NOW IT IS HEREBY AGREED AND DECLARED between the parties hereto as follows:—
  1. In this Agreement the under mentioned expressions shall where the context so requires or admits have the following meanings:—
	(a)	The expression “the Agent’s Names” shall mean and include the underwriting members of Lloyd’s whose names appear for the time being in the Schedule (as hereinafter defined) with the consent of the Agent and the Sub-Agent.
	(b)	The expression “the Schedule” shall mean the schedule to be drawn up from time to time by the Sub-Agent in relation to each syndicate of which the Agent’s Names are for the time being members under the provisions of this Agreement. Such schedule shall be in two parts: Part I setting forth the designation of the syndicate to which it relates and the names of the Agent’s Names included therein and the fee, profit commission and winding-up fee payable to the Sub-Agent in respect of each of the Agent’s Names; and Part II setting forth any additional or supplementary provision (hereinafter referred to as “any Supplementary Provision”) which is to apply in respect of the underwriting business to be conducted hereunder or in respect of the syndicate to which such schedule relates. The Schedule shall be initialled by or on behalf of the Agent and the Sub-Agent, one copy thereof being retained by the Agent and the other copy thereof by the Sub-Agent, and when so initialled the Schedule shall be deemed for the time being to be incorporated in and form part of this Agreement.
	(c)	The expression “the Syndicate” shall mean the syndicate or, if more than one, each of the respective syndicates of which the Agent’s Names are for the time being members under the provisions of this Agreement as such syndicate(s) may from time to time be constituted by the Sub-Agent, and the expression “any Syndicate” shall mean any one or more or all of the syndicate(s) of which the Agent’s Names are for the time being members as aforesaid. No subsequent change in the number(s) or name by which any such syndicate is known shall affect the provisions of this Agreement.
	(d)	The expression “the Syndicate underwriting business” shall have the meaning given to it in Clause 2 hereof.
	(e)	The expression “the Agency Agreement” shall mean the standard Lloyd’s Agency Agreement for the time being including (inter alia) the Syndicate Schedule(s) relating to the Syndicate (as such Schedule(s) may from time to time be varied or modified) and incorporated in such Agency Agreement. A copy of the Syndicate Schedule(s) as current from time to time shall be annexed hereto as an appendix.
	(f)	The expression “the Premiums Trust Deed” shall mean the trust deed (in form approved by the Secretary of State) entered into between each of the Agent’s Names and the Agent.
	(g)	The expression “the Council” shall mean the Council of Lloyd’s and shall include its delegates.
  2. The Sub-Agent shall act as sub-agent for the Agent for the purpose of conducting in the names and for the account of each of the Agent’s Names that part of the underwriting business as defined in Clause 2(a) of the Agency Agreement which is to be transacted by such Name as a member of the Syndicate (hereinafter called “the Syndicate underwriting business”); and (unless it shall appear otherwise from the Schedule) the appointment of the Sub-Agent shall take effect in respect of each of the Agent’s Names on and from the 1st January of the year in respect of which the name of such Name shall first appear in Part I of the Schedule.
  3. (a) The Sub-Agent shall underwrite for the Agent’s Names as part of the Syndicate, unless it shall appear from any Supplementary Provision that the Agent’s Names are to form a separate section or group within the Syndicate, in which event the expression “Syndicate” shall mean exclusively the Agent’s Names for the purposes of Clause 17 of the Agency Agreement.
  (b) The individual premium income limit to be allocated to the Syndicate in respect of each of the Agent’s Names shall be agreed from time to time between the Sub-Agent and the Agent unless it shall appear from any Supplementary Provision that the Agent’s Names as a section or group have been allocated an aggregate limit in any Syndicate, in which event such aggregate limit shall be agreed from time to time between the Sub-Agent and the Agent.
  (c) The Sub-Agent shall in relation to the Syndicate discharge the duties from time to time imposed on Managing Agents by the Syndicate Premium Income Byelaw and Monitoring Regulation, or any re-enactment or replacement of the same.
  4. The Agent shall ensure that each of the Agent’s Names enters into the Agency Agreement, the Syndicate Schedule(s) of which shall not be varied in relation to any Syndicate without the consent of the Sub-Agent.
  5. (a) The Agent delegates to the Sub-Agent the performance of all such duties and the exercise of all such powers, authorities and discretions imposed or conferred upon the Agent by the Agency Agreement (including without prejudice to the generality of the foregoing the power of delegation contained in that Agreement) as it may be appropriate or necessary for the Sub-Agent to perform or exercise for the purpose of carrying on the Syndicate underwriting business.
  (b) The provisions of sub-clause (a) of this Clause shall have effect subject to any Supplementary Provision reserving to the Agent the performance or exercise of any duties, powers, authorities and discretions comprised in the Agency Agreement.
  6. (a) In addition to the duties, powers, authorities and discretions delegated to the Sub-Agent under Clause 5 hereof, the Sub-Agent shall, so far as may be necessary or appropriate in relation to the Syndicate underwriting business, perform or exercise the several duties, powers, authorities and discretions imposed and conferred upon the Sub-Agent under the provisions of the Premiums Trust Deed to the same extent and with the same binding effect as if the Sub-Agent were itself a party to the Premiums Trust Deed.
  (b) The provisions of sub-clause (a) of this Clause shall have effect subject to any Supplementary Provision providing for the exercise by the Agent of any powers, authorities and discretions conferred upon the Sub-Agent by the Premiums Trust Deed.
  7. (a) The Sub-Agent shall conduct the Syndicate underwriting business in such manner as to comply with the provisions of the Agency Agreement and Lloyd’s byelaws and regulations and as to have regard for Lloyd’s Codes of Conduct or similar forms of guidance for the Lloyd’s market.
  (b) Without prejudice to the generality of sub-clause (a) of this Clause the Sub-Agent shall at the commencement of each year enter into, in relation to the Syndicate, a Syndicate and Arbitration Agreement, in the form annexed as the Appendix to the Agency Agreement, on behalf of all the members of the Syndicate, including the Agent’s Names, and on behalf of all the Members’ Agents recorded in the Syndicate Stamp and on behalf of the Sub-Agent. The Agent authorises and directs the Sub-Agent to enter into such Syndicate and Arbitration Agreement on behalf of the Agent itself and on behalf of each of the Agent’s Names.
  (c) The Agent authorises the Sub-Agent to enforce on behalf of each of the Agent’s Names Clause 2 of such Syndicate and Arbitration Agreement in accordance with Clause 18(ii) of the Agency Agreement.
  8. (a) The Agent, or any professional person on behalf of the Agent, shall be entitled at all reasonable times to inspect the accounts and accounting and other records kept by the Sub-Agent and to take extracts and copies of any entries therein relating to the Syndicate underwriting business or any part thereof. Such records shall be the property of the Sub-Agent.
  (b) Any of the Agent’s Names who shall have formulated a claim of substance against the Agent or the Sub-Agent which relates in whole or in part to any aspect of the underwriting business of any Syndicate shall be entitled to require the Sub-Agent to produce all such documents in the possession or power of the Sub-Agent as may be materially relevant to any issue arising or likely to arise out of such claim and to take extracts or copies of any such documents. Provided that the Sub-Agent shall not be required to produce to a Name any document which the Sub-Agent could not be compelled to produce in the course of proceedings instituted by such Name in relation to his said claim.
  (c) The Agent shall be deemed to be acting as trustee of the benefit of the provisions of sub-clause (b) of the Clause for each of the Agent’s Names, to the intent that such provisions shall be directly enforceable as between each of the Agent’s Names and the Sub-Agent.
  9. The Agent hereby waives all such confidentiality as may be owed to the Agent by the Sub-Agent in connection with the conduct of the Syndicate underwriting business where information relating to the Syndicate underwriting business is sought of the Sub-Agent, or of any auditor appointed by the Sub-Agent, in connection with an inquiry appointed by the Council under the Inquiries and Investigations Byelaw or any re-enactment or replacement of the same (hereinafter referred to as “a Lloyd’s Inquiry”). The Agent hereby authorises and directs the Sub-Agent, and the Sub-Agent hereby agrees, to waive any confidentiality that may be owed to the Sub-Agent by any auditor appointed by the Sub-Agent where information relating to the Syndicate underwriting business is sought of such auditor in connection with a Lloyd’s Inquiry.
  10. The Sub-Agent shall furnish to the Council of Lloyd’s such reports, accounts, certificates, figures and information in relation to the Syndicate as the Council may from time to time require; and the Sub-Agent shall supply to the Agent such reports, accounts and certificates as the Council may from time to time require, together with such figures, information and particulars concerning the Syndicate underwriting business as may be necessary for the Agent or the Agent’s auditors to have for the purpose of discharging the Agent’s obligations to the Council and to the Agent’s Names.
  11. The Sub-Agent shall, subject to the requirements from time to time of the Council, submit to the Agent the following accounts and/or figures on a quarterly basis:—
	(i)	for each unclosed underwriting account, and the aggregate of all previous closed underwriting accounts, premiums (net of brokerage and/or commission and/or discount and/or premium tax and/or return premiums), reinsurance recoveries and salvages received and claims and reinsurance premiums settled or paid;
	(ii)	the total premium income limit of the Syndicate for the year in question.
  12. (a) The Agent undertakes to put and keep the Sub-Agent at all times in funds to such extent as the Sub-Agent shall in its sole discretion determine to be requisite for payment of all liabilities, expenses and outgoings from time to time payable in connection with the Syndicate underwriting business but (subject to any Supplementary Provision) only to the extent that the Agent shall be able to enforce against a Name the provisions of the Agency Agreement.
  (b) The Agent undertakes to use its best endeavours to enforce such provisions against any of the Agent’s Names whenever called upon by the Sub-Agent to do so.
  13. The Sub-Agent shall be entitled to receive as remuneration for the services of the Sub-Agent in respect of each of the Agent’s Names a fee payable on the terms specified in the second column or section of Part I of the Schedule.
  14. In addition to the remuneration to which the Sub-Agent is entitled under the provisions of Clause 13 hereof, the Sub-Agent shall be entitled to receive in respect of each of the Agent’s Names a profit commission at the percentage specified in the third column or section of Part I of the Schedule on the net result on a closed underwriting account, such commission to be ascertained in accordance with the provisions of the Agency Agreement.
  15. In the event of a decision that the underwriter for any Syndicate, or a director or partner of the Sub-Agent, being a member of any Syndicate, cease to be a member of such Syndicate or reduce his premium income limit allocated to such Syndicate or cede any personal reinsurance of his participation in the results of such Syndicate otherwise than under an estate protection contract, notice of such decision and (except in the case of any such personal reinsurance) of the reasons therefor and circumstances thereof shall forthwith be given in writing to the Agent.
  16. (a) Subject as provided in sub-clause (b) and (c) of this Clause, the sub-agency shall be determined in respect of all the Agent’s Names upon either the Agent in its capacity as Members’ Agent or the Sub-Agent in its capacity as Managing Agent:
	(i)	ceasing for any reason to be an Underwriting Agent approved by the Council, or
	(ii)	having its right to act as an Underwriting Agent at Lloyd’s suspended in whole or in part by the Council.
  (b) The sub-agency shall not be determined ipso facto if, within seven days (or such longer period as the Council may allow) from the provisions of sub-clause (a) of this Clause becoming applicable to the Agent, either:
	(i)	a Substitute Agent shall be nominated by the Council pursuant to Clause 13(b) of the Agency Agreement, or
	(ii)	the future management of the Syndicate underwriting business shall have been delegated (subject to the provisions of Clause 5 (a) hereof) with the prior approval of the Council to a person, firm or body corporate acceptable to the Council and appointed by the Agent as provided for by Clause 12(b)(i) of the Agency Agreement (any such person, firm or body corporate being hereinafter in this Clause included in the expression “the Substitute Agent”).
  (c) The sub-agency shall not be determined ipso facto if, within seven days (or such longer period as the Council may allow) from the provisions of sub-clause (a) of this Clause becoming applicable to the Sub-Agent, a person, firm or body corporate (hereinafter referred to as “the Substitute Sub-Agent”) shall for the purpose of carrying on or winding up the Syndicate underwriting business (or such part thereof as the Council may direct or approve) have been either (i) nominated by the Council or (ii) appointed by the Sub-Agent with the prior approval of the Council and (save in the case of an administrative suspension of the Sub-Agent, when the Agent’s approval shall not be required) of the Agent.
  (d) In the event of sub-clause (b) and/or sub-clause (c) of this Clause applying, this Agreement shall continue to subsist as between the Substitute Agent and the Sub-Agent or as between the Agent and the Substitute Sub-Agent or as between the Substitute Agent and the Substitute Sub-Agent (as the case may be) so far as may be appropriate having regard to the extent to which the Substitute Agent and/or the Substitute Sub-Agent has with the approval of the Council agreed to perform or exercise the duties, powers, authorities and discretions vested in the Agent under the Agency Agreement or (as the case may be) in the Sub-Agent under this Agreement.
  (e) In the event of the provisions of sub-clause (d) of this Clause applying for reason of the suspension of the Agent’s and/or the Sub-Agent’s rights as mentioned in sub-clause (a)(ii) hereof, then, if and to the extent that such suspension shall subsequently be removed by the Council and the appointment of the Substitute Agent and/or the Substitute Sub-Agent shall be determined, this Agreement shall thereupon continue pro tanto as between the parties hereto.
  17. (a) The sub-agency may in relation to any Syndicate be determined in respect of all or any of the Agent’s Names on the 31st December in any year by the Agent giving to the Sub-Agent not less than five calendar months, or the Sub-Agent giving to the Agent not less than seven calendar months, previous notice in writing expiring on the 31st December.
  (b) The sub-agency shall be determined as to any of the Agent’s Names in the event and to the extent that any such Name’s Agency Agreement with the Agent is determined by notice given by such Name to the Agent under Clause 12(c) thereof or by notice given by the Agent to such Name under the provisions of Clause 12(d) thereof. In any such event the determination of the sub-agency in relation to such Name shall take effect at the expiration of any such notice as aforesaid, and a copy of such notice shall be sent to the Sub-Agent when it is received by the Agent or given to such Name (as the case may be).
  (c) The Agent shall notify the Sub-Agent forthwith of the death or bankruptcy of any of the Agent’s Names or of the termination by any of the Agent’s Names of his Agency Agreement in breach of the provisions thereof.
  18. On the determination of the sub-agency in respect of the whole or part of the Syndicate underwriting business of all or any of the Agent’s Names, the Sub-Agent (or where appropriate the Substitute Sub-Agent) shall wind up such Syndicate underwriting business and the Sub-Agent (or the Substitute Sub-Agent) shall be paid as remuneration for so doing in respect of each or any such Name the sum specified in the fourth column or section of Part I of the Schedule. Notwithstanding the said determination, there shall remain vested in the Sub-Agent (or the Substitute Sub-Agent) all the duties, powers, authorities and discretions which have been imposed and conferred on the Sub-Agent by this Agreement save and except the authority to accept risks other than
	(i)	variations and extensions of existing risks effected under the customary and usual powers of the Sub-Agent; and
	(ii)	the reinsurance to close the underwriting account of any earlier year.
  19. Nothing herein contained shall constitute any partnership between (a) the Agent’s Names or (b) the Agent’s Names (or any of them) and any other person(s) whomsoever or (c) the Agent and the Sub-Agent.
  20. Other than in respect of the matters (and any Supplementary Provision for the time being in force in relation to such matters) referred to in Clause 3, 5(b), 6(b) or 12(a) hereof and the rate of the remuneration payable to the Sub-Agent under Clauses 13, 14 or 18 hereof, none of the terms of this Agreement shall be capable of being varied or amended in any manner whatsoever, including, without prejudice to the generality of the foregoing, by inconsistent collateral agreement, unless the Council consents to such variation or amendment, in which case such variation or amendment shall be made in writing signed by the parties hereto.
  21. (a) Any dispute, difference, question or claim which may arise between the Agent and the Sub-Agent and which shall not constitute a Syndicate dispute falling within Clause 3 of the Syndicate and Arbitration Agreement referred to in Clause 7 (b) hereof shall be referred to arbitration in London by a sole Arbitrator to be appointed at the instance of either party by the Chairman or a Deputy Chairman of Lloyd’s for the time being.
  (b) In conducting any arbitration provided for under this Clause the Arbitrator shall not be bound by the strict rules of procedure or evidence. Save as aforesaid the statutory provisions for arbitration for the time being in force in England shall apply.
  (c) Any dispute, difference, question or claim whatsoever arising under the provisions of Clause 17 of the Agency Agreement is excluded from the foregoing provisions.
  22. Subject to Clause 21 hereof the parties hereto irrevocably and unconditionally submit for all purposes of and in connection with this Agreement to the exclusive jurisdiction of the English Courts.
The Schedule Referred to In Clause I(B) Above
THE SYNDICATE: (Description and present number of Syndicate)
The Syndicate: (Description and present number of Syndicate)

(1)
Name of Underwriting Member	(2)
The fee referred to in Clause 13 hereof payable quarterly [in advance/in arrears]	(3)
The commission percentage referred to in Clause 14 hereof	(4)
The winding-up fee referred to in Clause 18 hereof	

(The Schedule). Alternative Version of Part I
The Syndicate: (Description and Present Number of Syndicate)
Section 1—List of the Agent’s Names
Section 2—The terms as to the fee referred to in Clause 13 hereof
[£ —— or —— per cent of the Name’s premium income limit allocated to the Syndicate, payable quarterly in advance/arrears etc.]
Section 3—The commission percentage referred to in Clause 14 hereof
  per cent
Section 4—The winding-up fee referred to in Clause 18 hereof
£
(NB. This version can only be used where the financial terms are consistent in respect of all the Agent’s Names).
Part II. Supplementary Provisions
Relevant Clause in Agreement
[clause 3(a)	Provision for the Agent’s Names to constitute a separate section or group within the Syndicate]
[clause 3(b)	Provision for the Agent’s Names as a section or group to be allocated an agreed aggregate premium income limit in the Syndicate]
[clause 5(b)	Provision amending the standard allocation of duties, powers etc. between the Agent and the Sub-Agent]
[clause 6(b)	Provision as to any specific powers etc. contained in the Premiums Trust Deed which are to be conferred on the Agent—e.g. that the Agent is to deal with the investment of funds not required for the current purposes of the underwriting, surplus funds being remitted by the Sub-Agent’s Trustees to the Agent’s Trustees for this purpose]
[clause 12(a)	Provision amending the standard text’s limit upon the liability of the Agent as to keeping the Sub-Agent in funds for the payment of liabilities, outgoings and expenses on behalf of the Agent’s Names]
305. The Reinsurance to Close Byelaw No. 6 of 1985, 9 December 1985
COMMENCEMENT
  This byelaw commenced on 9 December 1985.
AMENDMENTS
  This byelaw was amended by:
Syndicate Accounting (Amendment No. 3) Byelaw (No. 8 of 1997)
Syndicate Accounting (Amendment No. 6) Byelaw (No. 2 of 1998)
Lloyd’s Policy Signing Office Byelaw (No. 11 of 2000).
The Council of Lloyd’s in exercise of its powers under Section 6(2) and Section 8(3) of the Lloyd’s Act 1982 by Special Resolution hereby makes the following byelaw.
1. Interpretation
  The provisions of the Schedule to this byelaw (Interpretation) shall have effect.
2. Acceptance or placing of reinsurance to close
  An underwriting member shall in the course of his underwriting business at Lloyd’s accept or place reinsurance to close only from or through a Lloyd’s broker or the managing agent of the reinsured members or reinsuring members.
3. Signing at LPSO
  [Save where a syndicate consisting only of a single corporate member is not closed by reinsurance to close by another person,] every reinsurance to close shall be evidenced by a contract in writing which shall not later than twelve months after the date as from which such reinsurance to close takes effect be presented by a Lloyd’s broker or the managing agent of the reinsured members for signing, embossment and dating at LPSO.
NOTE
Schedule. Interpretation
In this byelaw, unless the context otherwise requires:—
[…]
NOTE
“managing agent” means as the case may require—
	(i)	An underwriting agent which is listed as a managing agent on the register of approved Lloyd’s Underwriting Agents kept under Byelaw 87 made under Lloyd’s Acts 1871 to 1951; or
	(ii)	An underwriting agent which is listed as a Managing Agent on the register of Underwriting Agents maintained under the “Underwriting Agents Byelaw” (No. 4 of 1984, 101);
“reinsurance to close” means [any reinsurance to close, as defined in paragraph 1 of Schedule 1 (interpretation) to the Syndicate Accounting Byelaw (No. 18 of 1994, 326), which is underwritten by the members of any syndicate;]
NOTE
“reinsured members” and “reinsuring members” have the meanings assigned to them in the definition of “reinsurance to close” adopted in this Schedule.

306. The Related Parties Byelaw No. 2 of 1986, 10 March 1986
COMMENCEMENT
  This byelaw commenced on 11 March 1986, though paragraph 11 sets out exceptions.
AMENDMENTS
  This byelaw was amended by
    Underwriting Agents (Amendment No. 7) Byelaw (No. 7 of 1993)
    Related Parties (Amendment) Byelaw (No. 14 of 1999)
    Related Parties (Amendment No. 2) Byelaw (No. 9 of 2000).
EXPLANATORY NOTES
Introduction
  1. These Explanatory Notes should be read in conjunction with the Related Parties Byelaw (No. 2 of 1986) (“the Byelaw”). Their purpose is to explain certain provisions of the Byelaw. The Byelaw does not derogate from the rules of law and equity governing the contractual and fiduciary obligations of managing agents and their directors, partners and employees towards names on syndicates for which they act. Those rules always apply in every case notwithstanding that a consent may have been granted under the Byelaw in any particular case.
  2. Terms defined in the Byelaw have the same meanings in these Explanatory Notes. Other terms not expressly defined in the Byelaw but which are defined in Section 2 of Lloyd’s Act 1982 have the meanings so defined when used in the Byelaw and these Explanatory Notes. In particular, attention is drawn to the use of the following terms:
“insurance company” includes any person, whether an individual, company or partnership, carrying on insurance business, whether as principal or agent, other than a Lloyd’s underwriting member or Lloyd’s underwriting agent. Non-Lloyd’s underwriting agents, including brokers underwriting risks under binding authorities are included within the definition.
“related company” is defined in section 2 of Lloyd’s Act 1982, in relation to any company, as “any body corporate—
	(a)	which is that company’s subsidiary; or
	(b)	of which that company is a subsidiary; or
	(c)	which is a subsidiary of that company’s holding company”
and “holding company” and “subsidiary” have the meaning given by section 736 of the Companies Act 1985 with any necessary modification where applied to a company incorporated under the law of a country outside the United Kingdom.
Paragraph 2: Prohibition of Interests in Insurance Companies
  3. Paragraph 2 of the Byelaw, taken together with paragraph 5 of the Byelaw and the provisions of the Schedule, provides that without the Council’s consent none of the following persons may own an interest in an insurance company or in a company (i.e. a body corporate) which has an interest in or is a related company of an insurance company:
	(i)	a managing agent
	(ii)	an executive of a managing agent, i.e.
	(a)	a partner
	(b)	a director
	(c)	any person (including a company) in accordance with whose instructions the directors or partners of the managing agent are accustomed to act;
	(d)	the active underwriter of any syndicate
	(iii)	any person “connected” with an individual who is such an executive, i.e.
	(a)	the spouse, dependant, minor child or minor step-child of the executive,
	(b)	any person standing in any other relationship or having any other connection with the executive such that in considering whether or not the executive has an interest in the company in question his interest cannot reasonably be regarded as independent of those of that person, or
	(c)	any person acting in his capacity as trustee of a trust (other than a trust the objects of which are exclusively charitable) the objects of which include the executive or any person specified in (a) or (b) above.
  4. By virtue of paragraph 2(b) and (c) of the Schedule an executive of a managing agent is not without the Council’s consent permitted to be a director or partner of a company or partnership which has an interest either in an insurance company or in a company which has an interest in or is a related company of an insurance company.
  5. Interests of not more than 5% in nominal amount of a company’s stock, shares or other securities which are authorised to be and are dealt in on a stock exchange or are traded in any other over-the-counter market are to be disregarded for the purposes of paragraph 2 of the Byelaw. The Council may vary the percentage limit from time to time. However, by paragraph 5 of the Byelaw the interests of executives and persons connected with them are all regarded as those of the managing agent itself so that interests held by individuals which, when taken alone, are below 5% may in aggregate be regarded as giving the managing agent an interest greater than 5% which requires the Council’s consent.
Paragraph 3: Restriction on Transactions with Insurance Companies
  6. Paragraph 3 restricts the placing by a managing agent, whether directly or through a fronting arrangement, of syndicate reinsurances with an insurance company which owns an interest in such managing agent or any related company of that managing agent or which has a related company owning such an interest. Interests not exceeding 10% in nominal share value are to be disregarded.
Paragraph 4: Restriction of Transactions with Non-Lloyd’s Insurance Brokers
  7. Paragraph 4 restricts the placing by a managing agent of syndicate reinsurances through a non-Lloyd’s broker where such non-Lloyd’s broker or any related company thereof owns an interest in such managing agent or such managing agent owns an interest in it. Interests not exceeding 10% in nominal share value are to be disregarded.
Paragraph 8: Discretion of the Council
  8. Consents may be general or particular and the Council has wide discretion as to the terms on which they may be granted. Consents may be given at any time after 11th March, 1986, even as regards those interests and transactions which are not prohibited or restricted until 23rd July, 1987 (see paragraph 13 below).
Paragraph 9: Provision of Information to Managing Agents
  9. Each managing agent is required to obtain such information from its executives, related companies and all persons owning an interest in the managing agent or in which the managing agent owns an interest as will enable the managing agent to comply with the Byelaw.
  10. Executives of managing agents are responsible for providing to the managing agents all such information about themselves, persons connected with them and companies and partnerships of which they are directors or partners as is necessary for the managing agents to comply with the Byelaw.
  11. Paragraph 9(c) provides that no person shall be regarded as in breach of the Byelaw if, having made all due inquiries, he had, at the time of any alleged breach of the Byelaw’s requirements, no knowledge of the circumstances which would have rendered him in breach.
Paragraph 10: Disclosure of Consents
  12. Paragraph 10 of the Byelaw amends schedule 7 of the Syndicate Accounting Byelaw (No. 7 of 1984) so as to require the disclosure in the managing agent’s report of details of all consents granted and in force at any time during the period beginning on 1st January of the earliest year to which the annual report relates and ending on the reference date. The disclosure requirement applies to the reports for 1986 and subsequent years.
Paragraph 11: Commencement Date
  13. The Byelaw comes into force on 11th March, 1986. Where interests of a nature referred to in paragraphs 2, 3 or 4 of the Byelaw are already in existence before that date, no consent to the ownership of the interest or to the transaction, as the case may be, is required until 23rd July, 1987. Consents may, however, be obtained in advance of that date. Where interests are not already in existence before 11th March, 1986 the full provisions of the Byelaw have immediate effect.
The Council of Lloyd’s in exercise of its power under Section 6(2) of the Lloyd’s Act 1982 by special resolution hereby makes the following byelaw.
1. Interpretation
  The provisions of Schedule 1 to this byelaw (Interpretation) shall have effect.
2. Interests in Insurance Companies
  No managing agent shall own an interest in
	(a)	an insurance company; or
	(b)	a company which owns an interest in or is a related company of an insurance company
without the written consent of the Council.
3. Transactions
  [ [[(a) A managing agent shall not without the prior consent of the Council permit a syndicate managed by it to accept, whether directly or indirectly, insurance business from—
	(i)	its controller or any related company of its controller; or
	(ii)	any related company of a corporate member where that corporate member is the sole member of that syndicate.]]
  (b) A managing agent shall not without the prior consent of the Council permit a syndicate managed by it to place, whether directly or indirectly, insurance business with:
	(i)	an insurance company or a related company of an insurance company which owns an interest in that managing agent or in any related company of that managing agent; [[…]]
	(ii)	its controller or any related company of its controller[[; or]] ]
	[[(iii)	any related company of a corporate member where that corporate member is the sole member of that syndicate.]]
NOTE
4. Where a non-Lloyd’s broker or any related company of a non-Lloyd’s broker owns an interest in a managing agent or a managing agent owns an interest in a non-Lloyd’s broker or any related company of a non-Lloyd’s broker then that managing agent shall not permit a syndicate managed by it to place, whether directly or indirectly, insurance business through such non-Lloyd’s broker without the written consent of the Council.
5. Interests of Executives
  For the purposes of this byelaw the interests of any executive of a managing agent in any other company or partnership shall be taken to be those of such managing agent.
6. Interests
  For the purposes of this byelaw:
	(a)	a person owns an interest in a company if—
	(i)	he has a beneficial interest in any of the stock, shares or other securities of such company; or
	(ii)	he has a right to call for delivery to himself or to his order on any of the stock, shares or other securities of such company where on exercise of that right he would acquire a beneficial interest therein; or
	(iii)	he is a party to a contract for the purchase by him of any of the stock, shares or other securities of such company where on the performance of such contract he would acquire a beneficial interest therein;
	(b)	a person owns an interest in a partnership if he is beneficially entitled to participate in a partnership share or in any profits or assets of such partnership or is entitled to exercise a vote on a resolution of such partnership.
7. Interests to be disregarded
  (a) For the purposes of paragraph 2 a person shall not be treated as owning an interest in a company by reason only of such person having an interest not exceeding five per cent. in nominal amount of such company’s stock, shares or other securities which are authorised to be dealt in on a stock exchange or are traded in any other over-the-counter market and in either case are so dealt in or traded regularly or from time to time.
  (b) For the purposes of paragraphs 3 and 4 a person shall not be treated as owning an interest in a company which is a managing agent, a non-Lloyd’s broker or a related company of a managing agent or a non-Lloyd’s broker by reason only of such person having an interest not exceeding ten per cent. in nominal amount of such company’s stock, shares or other securities.
  (c) For the percentages referred to in sub-paragraphs (a) and (b) the Council may from time to time, by regulation, substitute such greater or lesser percentages as it may consider appropriate.
8. Discretion of the Council
  (a) In granting any consent pursuant to paragraphs 2, 3 or 4 the Council shall, in particular, have regard to the interests of the underwriting members who participate on the syndicates managed by the managing agent.
  (b) Any consent granted by the Council pursuant to paragraphs 2, 3 or 4:—
	(i)	may be either general or particular;
	(ii)	may be for such period and subject to such conditions or requirements as the Council may think fit, including a requirement to give to the Council an undertaking, in such terms as it may think fit, as to the types of transactions, if any, which may take place between syndicates managed by the managing agent and the insurance company or non-Lloyd’s broker in question;
	(iii)	may be granted at any time after this byelaw comes into force; and
	(iv)	may be varied or revoked as the Council may from time to time think fit in whole or in part and as to any period, condition or requirement.
9. Provision of Information to Managing Agents
  (a) Every managing agent shall obtain from all its executives, all related companies, and all persons owning an interest in that managing agent or in which that managing agent owns an interest all such information as may be necessary to enable it to comply with the conditions and requirements of this byelaw.
  (b) Every executive of a managing agent shall supply to that managing agent all such information pertaining to himself and persons connected with him as shall from time to time be necessary to enable that managing agent to comply with the conditions and requirements of this byelaw.
  (c) No person shall be taken to be in breach of the requirements of this byelaw if, having made all due inquiries, he had, at the time of an alleged breach of any requirement laid down in this byelaw, no knowledge of the circumstances which, but for the provisions of this sub-paragraph, would have rendered him so in breach.
10. Disclosure of Consents
  Schedule 7 of the Syndicate Accounting Byelaw (No. 7 of 1984) is amended by inserting after paragraph (c) the following paragraph:
	“(ca)	details of all consents granted pursuant to the Related Parties Byelaw (No. 2 of 1986) in force at any time during the period beginning on 1st January of the earliest year of account to which the annual report relates and ending on the reference date.”.
11. Commencement and application
  This byelaw shall come into force on 11th March 1986 but as respects relationships existing before that date shall not have effect as to the prohibitions or restrictions of ownership of interests or placing of insurance business until 23rd July 1987.
Schedule I. Interpretation
  1. In this byelaw the following expressions have the following meanings:
[“active underwriter” has the meaning given in paragraph 1(a) of the Underwriting Agents Byelaw (No. 4 of 1984, 101);]
NOTE
[“controller” has the meaning given in paragraph 1(f) of the Underwriting Agents Byelaw (No. 4 of 1984, 101);]
NOTE
“executive” means, in relation to a company or partnership, a person who—
	(i)	is a director of or a partner in such company or partnership, or a person in accordance with whose instructions the directors or partners of such company or partnership are accustomed to act; or
	(ii)	is the active underwriter [or the run-off manager] of any syndicate managed by a company or partnership which is a managing agent;
  [ . . .]
NOTE
“insurance company” means any person or body of persons (whether incorporated or not) carrying on insurance business whether as principal or agent but shall not include any underwriting member or underwriting agent at Lloyd’s;
“managing agent” means, as the case may require—
	(i)	an underwriting agent which is listed as a managing agent on the register of approved Lloyd’s underwriting agents kept under byelaw 87 made under Lloyd’s Act 1871 to 1951; or
	(ii)	an underwriting agent which is listed as a managing agent on the register of underwriting agents maintained under the Underwriting Agents Byelaw (No. 4 of 1984, 101);
“non-Lloyd’s broker” means any broker or other intermediary, not being a Lloyd’s broker, engaged in the broking of insurance business[;
“run-off manager” has the meaning given in paragraph 1(a) of the Underwriting Agents Byelaw (No. 4 of 1984, 101);]
NOTE
  2. For the purposes of paragraph 5 of this byelaw—
	(a)	an individual shall be treated as having an interest in a company or partnership in which any person connected with him has an interest; and
	(b)	in individual who is a director of a company shall be treated as having an interest in a company or partnership in which that company has in interest; and
	(c)	an individual who is a partner in a partnership shall be treated as having an interest in a company or partnership in which that partnership has an interest;
whether or not, in any such case, that person would otherwise be treated as having an interest in the company or partnership in question.
  3. For the purposes of paragraph 2 of this Schedule a person is connected with an individual if that person—
	(a)	is the individual’s spouse, dependant, minor child or minor step child;
	(b)	stands to the individual in any other relationship or has with the individual any other connection (whether or not similar to one specified in sub-paragraph (a)) such that, in considering whether or not the individual has an interest in the company in question, his interest cannot reasonably be regarded as independent of those of that person; or
	(c)	is a person acting in his capacity as the trustee of any trust (not being a trust the objects of which are exclusively charitable) the objects of which include the individual or any person specified in sub-paragraphs (a) or (b) above.
307. Lloyd’s Brokers Byelaw No. 5 of 1988, 6 July 1988
COMMENCEMENT
  This byelaw commences in stages. Paragraph 19 commences on 1 November 1988; paragraph 20 commenced on 6 July 1988; paragraphs 57(6) and (7) commence on 1 August 1989. The remaining provisions commence on 1 August 1989.
AMENDMENTS
  The byelaw was amended by
Lloyd’s Brokers (Amendment) Byelaw (No. 8 of 1989)
Lloyd’s Brokers (Amendment No. 2) Byelaw (No. 13 of 1989)
Lloyd’s Brokers (Amendment No. 3) Byelaw (No. 6 of 1990)
Lloyd’s Brokers (Amendment No. 4) Byelaw (No. 9 of 1991)
Lloyd’s Brokers (Amendment No. 5) Byelaw (No. 14 of 1991)
Lloyd’s Brokers (Amendment No. 6) Byelaw (No. 16 of 1992)
Information and Confidentiality Byelaw (No. 21 of 1993)
Companies’ Accounts (Miscellaneous Amendments) Byelaw (No. 15 of 1994)
Run-Off Companies Byelaw (No. 2 of 1995)
Lloyd’s Brokers (Amendment No. 7) Byelaw (No. 16 of 1995)
Appeal Tribunal Byelaw (No. 18 of 1995)
Lloyd’s Brokers (Amendment No. 8) Byelaw (No. 4 of 1996)
Intermediary Amendment Byelaw (No. 10 of 2000)
Lloyd’s Policy Signing Office Byelaw (No. 11 of 2000).
REVOCATION
  This byelaw was revoked with effect from 1 January 2001 by byelaw No. 17 of 2000, 123, dated 6 December 2000.
308. Umbrella Arrangements Byelaw No. 6 of 1988, 6 July 1988
COMMENCEMENT
  This byelaw commenced on 1 August 1988.
AMENDMENTS
  This byelaw was amended by
Umbrella Arrangements (Amendment) Byelaw (No. 7 of 1990)
Information and Confidentiality Byelaw (No. 21 of 1993)
Appeal Tribunal Byelaw (No. 18 of 1995)
Intermediary Amendment Byelaw (No. 10 of 2000)
Lloyd’s Policy Signing Office Byelaw (No. 11 of 2000).
REVOCATION
  This byelaw was revoked with effect from 1 January 2001 by byelaw No. 17 of 2000, 123, dated 6 December 2000.
309. Members’ Agents (Information) Byelaw No. 7 of 1988, 7 September 1988
COMMENCEMENT
  This byelaw commences on 1 January 1989.
AMENDMENTS
  This byelaw was amended by
Members’ Agents (Information) (Amendment) Byelaw (No. 4 of 1989)
High Level Stop Loss Fund Byelaw (No. 12 of 1992)
Council Stage of Disciplinary Proceedings Etc Byelaw (No. 11 of 1993)
Corporate Members (Consequential Amendments) Byelaw (No. 20 of 1993)
Syndicate Accounting Byelaw (No. 18 of 1994)
Members’ Agents (Information) (Amendment No. 2) Byelaw (No. 4 of 1995)
New Central Fund Byelaw (No. 23 of 1996)
MAPA (1996) Reporting Byelaw (No. 24 of 1996)
MAPA Reporting Byelaw (No. 23 of 1997)
Captive Corporate Members Byelaw (No. 19 of 1998).
REVOCATION
  This byelaw was revoked on 4 August 1999 by byelaw No. 13 of 1999.
EXPLANATORY NOTE
(This note is not part of the byelaw.)
  This byelaw provides for the annual compilation by each members’ agent of a members’ agent’s information report and for other matters ancillary thereto.
  Part B of this byelaw provides for the annual compilation by each members’ agent of a members’ agent’s information report and for other matters ancillary thereto. Part C imposes a reporting regime on members’ agents in relation to MAPAs. Every members’ agent that operates a MAPA must produce a MAPA annual report on the performance of the MAPA for the last calendar year and if it proposes to operate a MAPA for the next calendar year, both an interim MAPA brochure and a final MAPA brochure. The byelaw also values other byelaws that impose reporting requirements on members’ agents.
310. Agency Agreements Byelaw No. 8 of 1988, 7 December 1988.
COMMENCEMENT
  This byelaw commenced on 7 December 1988.
AMENDMENTS
  This byelaw was amended by
Agency Agreements (Amendment) Byelaw (No. 2 of 1990)
Agency Agreements (Amendment No. 2) Byelaw (No. 1 of 1991)
Agency Agreements (Amendment No. 3) Byelaw (No. 4 of 1992)
High Level Stop Loss Fund Byelaw (No. 12 of 1992)
Agency Agreements (Amendment No. 4) Byelaw (No. 13 of 1992)
Agency Agreements (Amendment No. 5) Byelaw (No. 6 of 1993)
Underwriting Agents (Amendment No. 7) Byelaw (No. 7 of 1993)
Misconduct, Penalties and Sanctions Byelaw (No. 9 of 1993)
Agency Agreements (Amendment No. 6) Byelaw (No. 18 of 1993)*
Corporate Members (Miscellaneous Amendments) Byelaw (No. 29 of 1993)
Agency Agreements (Amendment No. 7) Byelaw (No. 1 of 1994)
Agency Agreements (Amendment No. 8) Byelaw (No. 5 of 1994)
Syndicate Accounting Byelaw (No. 18 of 1994)
Agency Agreements (Amendment No. 9) Byelaw (No. 1 of 1995)
Agency Agreements (Amendment No. 10) Byelaw (No. 6 of 1995)
Appeal Tribunal Byelaw (No. 18 of 1995)
Agency Agreements (Amendment No. 11) Byelaw (No. 1 of 1996)
Agency Agreements (Amendment No. 12) Byelaw (No. 14 of 1996)
Agency Agreements (Amendment No. 13) Byelaw (No. 21 of 1996)
Agency Agreements (Amendment No. 14) Byelaw (No. 1 of 1997)
Agency Agreements (Amendment No. 15) Byelaw (No. 10 of 1997)
Major Syndicate Transactions Byelaw (No. 18 of 1997)
Agency Agreements (Amendment No. 16) Byelaw (No. 28 of 1997)
Agency Agreements (Amendment No. 17) Byelaw (No. 1 of 1998)
Agency Agreements (Amendment No. 18) Byelaw (No. 6 of 1998)
Bilateral Arrangements (1998) Byelaw (No. 8 of 1998)
Agency Agreements (Amendment No. 19) Byelaw (No. 1 of 1999)
Bilateral Arrangements Byelaw (No. 4 of 1999)
Agency Agreements (Amendment No. 20) Byelaw (No. 6 of 1999)
Revocation of Certain Byelaws Byelaw (No. 13 of 1999)
Underwriting Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Revocations Byelaw (No. 16 of 1999)
Run-Off Years of Account (Revocation) Byelaw (No. 1 of 2000)
Agency Agreements (Amendment No. 21) Byelaw (No. 3 of 2000)
Assignment of Syndicate Participations (Second Nomination) Byelaw (No. 6 of 2000)
Agency Agreements (Amendment No. 22) Byelaw (No. 8 of 2000)
Lloyd’s Policy Signing Office Byelaw (No. 11 of 2000)
Agency Agreements (Amendment No. 23) Byelaw (No. 3 of 2001)
Agency Agreements (Amendment No. 24) Byelaw (No. 1 of 2002).
EXPLANATORY NOTE
(This note is not part of the byelaw.)
  This byelaw prescribes the contractual terms upon which Names will appoint their underwriting agents to carry on their underwriting business at Lloyd’s for the 1990 and subsequent years of account.
  The terms of the agreements are set out in Schedules 1, 2 and 3 to the byelaw and may not be varied otherwise than by byelaw.
  The amount or rate of the agents’ remuneration is subject to agreement between the Name and the agents. There are set out in Schedule 1 to the standard members’ agent’s agreement and the standard managing agent’s agreement certain permitted alternatives for determining the basis upon which the agent’s fees are to be calculated. The bases which are not used should be deleted.
  Where the Name has more than one members’ agent acting for him the Name must appoint one of them as his co-ordinating agent. The duties of the co-ordinating agent and of the other members’ agents are set out in the standard members’ agent’s agreement. The co-ordinating agent’s fee shall be as agreed with the Name.
  For the purposes of paragraph 1.2(a)(i) of each of the standard agreements the list of syndicates shall be the list of syndicates published each year by the Council as “Lloyd’s Underwriting Syndicates”.
The Council of Lloyd’s in exercise of its powers under section 6(2) of and paragraph 15 of Schedule 2 to Lloyd’s Act 1982 by special resolution hereby makes the following byelaw.
1. Interpretation
  [(1)] In this byelaw, unless the context otherwise requires, the following expressions have the following meanings:
“agents’ syndicate list” means a schedule containing the particulars referred to in the definition of Agent’s Syndicate List in Schedules 1, 2 and 3 to this byelaw and such other particulars as the Council may prescribe under paragraph 6 of this byelaw;
“co-ordinating agent” means a members’ agent appointed by an underwriting member to co-ordinate the administration of that member’s affairs at Lloyd’s in circumstances where more than one person is obliged to act as members’ agent for that member;
  * All the amendments made by byelaw No. 18 of 1993 apply in relation to any agreement made after 8 September 1993 applying in respect of the 1994 or any later year of account and to any agreement under which an underwriting member will underwrite as a Provisional Insurer (as defined in clause 8.2 of the form of agreement set out in Schedule 3 or Schedule 4 to the byelaw) contracts of insurance which will be allocated to such a year of account. By byelaw No. 1 of 1994 the application of the amendments to the principal byelaw made by byelaw No. 18 of 1993 (as amended by byelaw No. 29 of 1993) is extended to every agreement in the terms of any of the schedules to the principal byelaw (as in force immediately before byelaw No. 18 came into force) extant on 1 January 1994. Byelaw No. 1 of 1994 also amends each such agreement and corrects minor errors.
[…]
[“corporate member’s syndicate list” means a schedule containing the particulars referred to in the definition of Corporate Member’s Syndicate List in Schedule 4 to this byelaw and such other particulars as the Council may prescribe under paragraph 6 of this byelaw;]
NOTE
“direct syndicate” means, in relation to an underwriting member entering or proposing to enter into an agreement with a managing agent in the terms of the standard managing agent’s agreement, a syndicate in respect of which the managing agent acts, or is to act both as his managing agent and as his members’ agent;
[“law and forum notice” has the meaning given in clause 6A of this byelaw;]
NOTE
[“member’s syndicate premium limit” has the meaning given to it in the Membership Byelaw (No. 17 of 1993, 111);]
NOTE

“members’ agent” means an underwriting agent which is listed as a members’ agent on the register of underwriting agents maintained under the Underwriting Agents Byelaw (No. 4 of 1984, 101);
[“members’ agent pooling arrangement” or “MAPA” has the meaning given in paragraph 10(2) of this byelaw;
“overall premium limit” has the meaning given in paragraph 1(a) of the Membership Byelaw (No. 9 of 1984);]
NOTE
[“relevant underwriting members” has the meaning given in the Syndicate Accounting Byelaw (No. 18 of 1994, 326);
“run-off account” has the meaning given in the Syndicate Accounting Byelaw (No.18 of 1994, 326);]
NOTE
[“second nomination” has the meaning given in the Schedule to the Assignment of Syndicate Participations (Second Nomination) Byelaw (No. 6 of 2000);]
NOTE
“standard agents’ agreement” means the form of agreement between a members’ agent and a managing agent set out in Schedule 2 to this byelaw;
“standard agreements” means the standard agents’ agreement, the standard managing agent’s agreement [(corporate member), the standard managing agent’s agreement (general)] and the standard members’ agent’s agreement.
NOTE
[“standard managing agent’s agreement (corporate member)” means the form of agreement between a corporate member and a managing agent set out in Schedule 4 to this byelaw;
…
“standard managing agent’s agreement (general)” means the form of agreement between an underwriting member and a managing agent set out in Schedule 3 to this byelaw;]
NOTE
“standard members’ agent’s agreement” means the form of agreement between an underwriting member and a members’ agent set out in Schedule 1 to this byelaw;
[“syndicate” means a group of underwriting members underwriting insurance business at Lloyd’s through the agency of a managing agent;]
NOTE
“syndicate list” means a schedule containing the particulars referred to in the definition of Syndicate List in Schedules 1, 2 and 3 to this byelaw and such other particulars as the Council may prescribe under paragraph 6 of this byelaw.
  [(2) For the purpose only of interpreting references in this byelaw to members’ agent pooling arrangements, MAPA participations, participating in a particular syndicate through a MAPA and like expressions, unless the context otherwise requires:
	(a)	the members of a particular syndicate for whom a members’ agent also acts as members’ agent and whose MAPA participations are ascertained in accordance with the formula specified in an agents’ syndicate list prepared by that members’ agent together with the Name’s MAPA participation shall, in relation to that syndicate, be treated as belonging to the same MAPA as the Name;
	(b)	where in respect of any year of account the Name or any member of a particular syndicate belongs to a MAPA he and they may be said to be participating in that syndicate “through” that MAPA and the members’ agent which arranged such participation may be said to be “operating” that MAPA; and
	(c)	where in respect of any year of account a members’ agent operates [more than one] MAPAs, and whether or not each such MAPA comprises the same underwriting members and whether or not such members have the same MAPA participations in relation to each such MAPA, then those MAPAs shall be treated as separate MAPAs.]
NOTE
2. Members’ agents’ services
  (1) Subject to sub-paragraph (2) below, no members’ agent shall act as members’ agent of an underwriting member, and no underwriting member shall appoint a members’ agent to act or agree that it shall continue to act as his members’ agent, otherwise than in pursuance of an agreement in writing in the form and terms of the standard members’ agent’s agreement.
  (2) Sub-paragraph (1) above applies in respect of the 1990 year of account and all subsequent years of account, and accordingly does not prohibit the continuation of any agreement between an underwriting member and a members’ agent under which the members’ agent acts as the underwriting member’s members’ agent in respect of a year of account earlier than the 1990 year of account or prohibit either party from doing anything at any time in pursuance of such an agreement in respect of matters arising out of business attributable to a year of account earlier than the 1990 year of account.
  [(3) The Council may from time to time, with effect from 1 January in the year next following, prescribe the manner in which and the intervals and the times at which members’ agents’ fees and profit commission are to be paid.]
NOTE
3. Managing agents’ services
  (1) Subject to sub-paragraph (2) below:
	(a)	no managing agent shall underwrite insurance business on behalf of an underwriting member or provide any other services as a managing agent to an underwriting member; and
	(b)	no underwriting member shall authorise or continue to authorise a managing agent to underwrite insurance business on his behalf or agree to receive or to continue to receive any other services provided by a managing agent in that capacity;
otherwise than[—
	(i)	in the case either of a member who is an individual or of a corporate member, in pursuance of an agreement in the terms of the standard managing agent’s agreement (general) entered into in the manner specified in the standard members’ agent’s agreement and (except where the managing agent is acting as the members’ agent of the underwriting member) the standard agents’ agreement; or
	(ii)	in the case of a corporate member, in pursuance of an agreement in the terms of the standard managing agent’s agreement (corporate member).]
NOTE
  (2) Sub-paragraph (1) above applies in respect of insurance business allocated or to be allocated to the 1990 year of account or a subsequent year of account and services related to such insurance business, and accordingly does not prohibit a managing agent from underwriting or providing services related to insurance business allocated or to be allocated to a year of account earlier than the 1990 year of account and does not prohibit an underwriting member from authorising or continuing to authorise a managing agent to underwrite any such insurance business, or from agreeing to receive or continue to receive services related to any such insurance business.
  [(3) The Council may from time to time, with effect from 1 January in the year next following, prescribe the manner in which and the intervals and the times at which managing agents’ fees and profit commission are to be paid.]
NOTE
  [(4) The Council may specify circumstances in which any transaction, arrangement, relationship, act or event (whether or not directly involving the managing agent in question) which would or might otherwise be regarded as constituting or giving rise to a contravention of any obligation of a managing agent under paragraph (b) or (d) of clause 4.2 of such an agreement as is referred to in sub-paragraph (1)(i) or (ii) above, or under any corresponding obligation implied by law in relation to conflicts of duty or interest, or as requiring a managing agent to account to a member of the Society for any gain or profit such as is referred to in paragraph (c) of that clause, shall not be regarded as constituting such a contravention or as giving rise to any such obligation to account.
  (5) The circumstances specified by the Council under sub-paragraph (4) above may include the satisfaction of such conditions and the observation of such requirements as may appear to the Council to be appropriate.
  (6) Without limiting the generality of sub-paragraph (5) above, any such conditions and requirements as are referred to in that sub-paragraph may include:
		(a)	conditions or requirements relating to the obtaining of the consent or approval of members of a syndicate or of such number or proportion of such members, determined in such manner, as may be specified;
		(b)	where any such approval is to be obtained through a ballot of members of a syndicate, conditions or requirements relating to the calling and conduct of the meeting and the manner of voting at the ballot;
		(c)	conditions or requirements relating to the provision to members of a syndicate and, if so specified, to other persons, of such information or other material, supported or verified in such manner, as may be specified.
  (7) The powers of the Council under sub-paragraphs (4), (5) and (6) above may be exercised:
		(a)	in relation generally to agreements in the terms of the standard managing agent’s agreement (general) or the standard managing agent’s agreement (corporate member);
		(b)	in relation to agreements in the terms of the standard managing agent’s agreement (general) or the standard managing agent’s agreement (corporate member) falling within such description or category as may appear to the Council to be appropriate; or
		(c)	in relation to a particular agreement or to particular agreements in the terms of the standard managing agent’s agreement (general) or the standard managing agent’s agreement (corporate member).]
NOTE
4. Arrangements between underwriting agents
  (1) Subject to sub-paragraph (2) below:
	(a)	no members’ agent shall arrange for a managing agent to underwrite or continue to underwrite insurance business on behalf of an underwriting member for whom that members’ agent acts as members’ agent, or to provide any other services as a managing agent to such an underwriting member; and
	(b)	no managing agent shall arrange or agree with a members’ agent that the managing agent will underwrite insurance business on behalf of an underwriting member for whom that members’ agent acts as members’ agent or in pursuance of such an agreement or arrangement provide any other services as a managing agent to such an underwriting member or continue to underwrite insurance business on behalf of, or provide any other services as a managing agent, to any such underwriting member;
otherwise than in pursuance of an agreement in writing in the form and terms of the standard agents’ agreement.
  (2) Sub-paragraph (1) above applies to, and to agreements or arrangements relating to, insurance business allocated or to be allocated to the 1990 year of account or a subsequent year of account and to services related to such insurance business, and accordingly does not prohibit the underwriting of insurance business allocated or to be allocated to a year of account earlier than the 1990 year of account, the provision of any services related to such insurance business or the making or carrying out of any agreement or arrangement for the underwriting of such insurance business or the provision of such services.
  [(3) Subject to sub-paragraph (5), in any case where a managing agent’s appointment by an underwriting member under an agreement between them in the form and terms of the standard managing agent’s agreement (general) is to terminate under the provisions of:
	(a)	clause 1.1.4 of that agreement; or
	(b)	clause 1.1.5 of that agreement pursuant to a notice served by the underwriting member’s members’ agent under clause 7.1(o) of the agreement in the form and terms of the standard members’ agent’s agreement between the underwriting member and the members’ agent:
the managing agent shall for the purpose of clause 11.11 of the agreement between the underwriting member and the managing agent, if the underwriting member so elects by 31st October in the relevant year (as defined in that agreement):
	(i)	enter into an agreement in the form and terms of the standard agents’ agreement with such members’ agent of the member as is specified by that member; and
	(ii)	execute an agents’ syndicate list ancillary thereto for the year of account corresponding to the year next following,
under the terms of which the managing agent is deemed to enter into an agreement in the form and terms of the standard managing agent’s agreement (general) with that underwriting member in relation to the syndicate concerned for that year of account and subsequent years of account.
  (4) Subject to sub-paragraph (5), in any case where a nomination such as is referred to in clause 11.A.2 of an agreement in the terms of the standard managing agent’s agreement (general) or the standard managing agent’s agreement (corporate member) pursuant to or in connection with any of the arrangements referred to in paragraph 14(1) of this byelaw (a “participation nomination”) the managing agent shall do all such acts and things and execute all such documents as shall be necessary or expedient on its part to give effect to any such participation nomination including (but not limited to):
	(i)	entering into an agreement in the form and terms of the standard agents’ agreement with such members’ agent of the member in whose favour such participation nomination is made as is specified by that member; and
	(ii)	executing an agents’ syndicate list ancillary thereto for the year of account corresponding to the year next following,
under the terms of which the managing agent is deemed to enter into an agreement in the form and terms of the standard managing agent’s agreement (general) with that underwriting member in relation to the syndicate concerned for that year of account and subsequent years of account.
  (5) The Council may, on application by the managing agent concerned, waive or vary the requirements of sub-paragraph (3) or (4) in any particular case if it thinks fit.]
NOTE
5. Variation of standard agreements
  (1) Subject to the following provisions of this paragraph, no underwriting member, managing agent or members’ agent shall without the written consent of the Council vary or agree to vary any term of any agreement to which he or it is a party and which is in the form or in the terms of one of the standard agreements.
  (2) [Subject to any requirements of the Council made under paragraph 2(3), where] in Schedule 1 to the standard members’ agent’s agreement provision is made for the parties to choose between two or more provisions determining the basis of a members’ agent’s or co-ordinating agent’s fees and the manner in which and the intervals and times at which they are to be paid, an underwriting member and a members’ agent entering into an agreement in the form of the standard members’ agent’s agreement may incorporate whichever one of the permitted alternatives they may agree or, in the case only of the co-ordinating agent’s fee, may omit all the specified provisions for determining the basis of the co-ordinating agent’s fee and instead provide for such other basis as they may agree.
  (3) [Subject to any requirements of the Council made under paragraph 2(3), [[and subject to sub-paragraph (9) below]] where] in Schedule 1 to the standard managing agent’s agreement [(general) or in Schedule 1 to the standard managing agent’s agreement (corporate member)] provision is made for the parties to choose between two or more provisions for determining the basis of the managing agent’s annual fee or between two or more provisions as to the manner in which and the intervals and times at which it is to be paid, an underwriting member and a managing agent entering into an agreement in the terms of the standard managing agent’s agreement [(general) or a corporate member and a managing agent entering into an agreement in the form of the standard managing agent’s agreement (corporate member)] may incorporate whichever one of the permitted alternatives they may agree.
NOTE
  (4) Where in Schedule 1 to the standard members’ agent’s agreement provision is made for the parties to specify an amount or rate, or a maximum or minimum amount, of remuneration by way of fee or profit commission, an underwriting member and a members’ agent entering into an agreement in the form of the standard members’ agent’s agreement may incorporate such amount or rate as they may agree.
  [(4A) Where in—
	(a)	clause 17 of the standard members’ agent’s agreement; and
	(b)	clause 18.2 of the standard managing agent’s agreement (corporate member) and the standard managing agent’s agreement (general);
provision is made for the Corporate Member or (as the case may be) the Name (as defined therein) to insert the name and address of an agent for service of process, a corporate member and an underwriting agent entering into an agreement in the form of a standard members’ agent’s agreement, a standard managing agent’s agreement (corporate member) or a standard managing agent’s agreement (general) (as the case may be) may incorporate such name and address as they may agree.]
NOTE
  [(4B) In the case of an agreement between a corporate member which is incorporated in Great Britain, or which, being a company to which Part XXIII of the Companies Act 1985 applies, has authorised a person to accept service of process on its behalf and has otherwise complied with the requirements of that Part, and an underwriting agent, the following provisions may be omitted:
	(a)	in the case of an agreement in the terms of the standard members’ agent’s agreement, clause 17;
	(b)	in the case of an agreement in the terms of the standard managing agent’s agreement (general) or the standard managing agent’s agreement (corporate member), clause 18.2.]
NOTE
  (5) [Subject to any requirements of the Council made under paragraph 3(3), [[and subject to sub-paragraph (9) below]] where] in Schedule 1 to the standard managing agent’s agreement [(general) or in Schedule 1 to the standard managing agent’s agreement (corporate member)] provision is made for the parties to specify [a rate] of remuneration by way of fee or profit commission, an underwriting member and a managing agent entering into an agreement in the terms of the standard managing agent’s agreement [(general) or a corporate member and a managing agent entering into an agreement in the form of the standard managing agent’s agreement (corporate member)] may incorporate such amount or rate as they may agree.
NOTE
  (6) [Subject to sub-paragraph (9) below, where] in paragraph (3)(b)(vi) of Part B of Schedule 1 to the standard managing agent’s agreement [(general) or in Schedule 1 to the standard managing agent’s agreement (corporate member)] provision is made for the insertion of a number of years in the definition of Prior Year End(s), an underwriting member and a managing agent entering into an agreement in the terms of the standard managing agent’s agreement [(general) or a corporate member and a managing agent entering into an agreement in the form of the standard managing agent’s agreement (corporate member)] shall incorporate such number of years (being not less than one year [two years]) as they may agree.
NOTE
  (7) Where in any of the standard agreements provision is made for the deletion of any provision which is not applicable, the parties to any agreement in the form or in the terms of the relevant standard agreement may if they so agree delete or omit that provision.
  [(8) Any agreement or arrangement (in either case whether or not legally binding and whether or not collateral to any of the standard agreements) which has the effect of varying any terms of an agreement which is in the form [of] one of the standard agreements (whether by altering the discretions, duties, rights or responsibilities of the agent or otherwise) shall for the purposes of sub-paragraph (1) be treated as a variation of a term of the agreement.]
NOTE
  [(9) Unless the Council otherwise allows, where under sub-paragraphs (3), (5) or (6) above any item may be incorporated in an agreement in the terms of the standard managing agent’s agreement (general) or the standard managing agent’s agreement (corporate member) by agreement between the managing agent of a syndicate and a member of that syndicate, the managing agent shall ensure that for any given year of account the same provision shall apply to the agreement between it and each member of the syndicate.]
NOTE
6. Forms
  [(1) Subject to sub-paragraph (3) below, the Council may prescribe particulars to be included in agents’ syndicate lists, corporate member’s syndicate lists and syndicate lists in addition to those referred to in the definitions of Agents’ Syndicate List, Corporate Member’s Syndicate List and Syndicate List the Schedules to this byelaw.]
NOTE
  (2) The Council may from time to time alter any particulars so prescribed with effect from 1st January of any year (being not less than eight months after the date on which the alteration is made).
  [(3) Sub-paragraphs (1) and (2) above do not apply to the notice referred to in paragraph 6A below.]
NOTE
[6A. Syndicate lists
  (1) Subject to sub-paragraph (2) below, every members’ agent shall include a law and forum notice in a prominent position on the first page of any syndicate list which is sent by the members’ agent or on its behalf.
  (2) Notwithstanding the provisions of sub-paragraph (1) above, the law and forum notice may be crossed through where it is included in a syndicate list to be sent to an underwriting member who is ordinarily resident in England or Wales.
  (3) For the purposes of this byelaw, a “law and forum notice” is a statement in the following terms:
	“You will not have the benefit of protections normally applicable in relation to an offer of securities in your country of residence or citizenship and you may not be able to bring action in the courts of that country in connection with your affairs at Lloyd’s.”]
NOTE
7. Appointment of co-ordinating agents
  (1) An underwriting member for whom more than one members’ agent is for the time being obliged to provide services as a members’ agent (whether in respect of the same or different years of account) shall ensure that at all times one of those members’ agents is appointed to act as his co-ordinating agent.
  (2) Every appointment of a co-ordinating agent by an underwriting member shall be made in accordance with the provisions of the standard members’ agent’s agreement.
8. Obligations of members’ agent where a co-ordinating agent has been appointed
  Where an underwriting member has appointed a members’ agent to act as his co-ordinating agent:
	(a)	that members’ agent shall co-ordinate the administration of the [underwriting member’s] affairs at Lloyd’s in accordance with the provisions of the standard members’ agent’s agreement;
	(b)	the other member’s agent or agents appointed by the underwriting member shall provide to the co-ordinating agent all such information and assistance, and shall comply with all such requirements imposed by the co-ordinating agent, as the provisions of the standard members’ agent’s agreement may require.
NOTE
[9. Rates of Interest
  (1) The Council may from time to time prescribe the rate of interest above the base rate of the London clearing bank selected by the Agent in relation to sums requested to be paid under clause 7.1(a) of [an agreement in the form of the standard managing agent’s agreement (general) or the standard managing agent’s agreement (corporate member)].
  (2) Without prejudice to the generality of sub-paragraph (1) above, in prescribing the rate of interest under that sub-paragraph the Council:
	(a)	may make different provision for different cases or different classes of cases; and
	(b)	may make incidental, supplementary or transitional provisions.]
NOTE
[10. Members’ agent pooling arrangements
  (1) A members’ agent may arrange for an underwriting member for whom it acts as such to participate in syndicates through a members’ agent pooling arrangement or partly through such an arrangement and partly otherwise.
  (2) For the purposes of this byelaw a “members’ agent pooling arrangement” or “MAPA” is an arrangement made between, among others, an underwriting member and his members’ agent having:
	(a)	both of the characteristics mentioned in sub-paragraph (3) below; and
	(b)	one or more of the characteristics mentioned in sub-paragraph (4) below.
  (3) The characteristics referred to in sub-paragraph (2)(a) above are:
	(a)	that the underwriting member concerned must participate in all of the syndicates to which the arrangement relates; and
	(b)	that the aggregate of the portions of the overall premium limits of the underwriting members to be allocated to the syndicates to which the arrangement relates (the “total MAPA capacity”) is determined by the members’ agent.
  (4) The characteristics referred to in sub-paragraph (2)(b) above are:
	(a)	that the portion of each underwriting member’s overall premium limit to be allocated to the syndicates to which the arrangement relates (the “total MAPA participation”) is calculated by dividing the total MAPA capacity by the number of underwriting members to which the arrangement relates;
	(b)	that the portion of each underwriting member’s overall premium limit to be allocated to each syndicate or the respective syndicates to which the arrangement relates is determined by the members’ agent; and
	(c)	that the portion of each underwriting member’s overall premium limit to be allocated to each syndicate to which the arrangement relates is calculated by dividing a predetermined portion of such overall premium limit by the total number of such syndicates.
NOTE
  [(5) The Council may from time to time prescribe requirements [[and conditions with regard to the operation by members’ agents of members’ agent pooling arrangements and]] with respect to the exercise by the operator of a MAPA of the discretions conferred on it by paragraphs (b) or (d) of clause 3.1 of an agreement in the terms of the standard members’ agent’s agreement; and such requirements may in particular impose restrictions on the extent to which the syndicates in which an underwriting member is to participate or the amount of his member’s syndicate premium limits in relation to any such syndicate may without the express agreement of the underwriting member concerned differ from those set out in a previous syndicate list or other statement issued or agreed by the operator.
  (6) The Council may from time to time prescribe minimum amounts of member’s syndicate premium limit for the purpose of clause 3.6 of agreements in the terms of the standard members’ agent’s agreement, clause 2.4 of agreements in the terms of the standard agents’ agreement and clause 11.11 of agreements in the terms of the standard managing agent’s agreement (general); and different minima may be prescribed in respect of such different cases or circumstances as the Council may specify.]]
NOTE
[…]
NOTE
[11A. Permission of Council required for notice to terminate standard members’ agent’s agreement
  (1) No members’ agent shall terminate or purport to terminate an agreement in the terms of the standard members’ agent’s agreement otherwise than pursuant to and in accordance with the provisions of clause 11 of that agreement.
  (2) Where a members’ agent proposes to give notice to terminate an agreement in the terms of the standard members’ agent’s agreement under clause 11.5 of that agreement, it shall apply to the Council for permission to do so in accordance with the following provisions of this paragraph.
  (3) An application under this paragraph:
	(a)	shall be in writing;
	(b)	shall specify the underwriting member to whom the notice is proposed to be given;
	(c)	shall include particulars of the syndicates in which that underwriting member participates through the members’ agent and of the member’s syndicate premium limits of that underwriting member with respect to those syndicates;
	(d)	shall include an explanation of the reasons why the members’ agent proposes to give the notice; and
	(e)	shall be made by 30 April in the year in which the notice is proposed to be given.
  (4) Unless the Council otherwise allows, a members’ agent which makes an application under this paragraph shall at the same time send a copy of the application to the underwriting member to whom the relevant notice of termination is proposed to be given and shall inform that underwriting member that he is entitled to make representations to the Council within 21 days after the despatch to him of a copy of the application under this sub-paragraph, or within such longer period as the Council may allow.
  (5) Unless the Council otherwise determines, an underwriting member to whom such a notice as is referred to in this paragraph is proposed to be given shall be entitled to make representations to the Council within 21 days after the despatch to him of a copy of the relevant members’ agent’s application to the Council under sub-paragraph (4) above, or within such longer period as the Council may allow.
  (6) The Council may require a members’ agent which has made an application under this paragraph to provide such additional information or explanations with respect to the proposed notice of termination as the Council thinks fit.
  (7) If the Council is minded to refuse an application made under this paragraph, or to grant the application subject to conditions, it shall by notice in writing so inform the members’ agent which made the application and shall permit that members’ agent to make representations within such period as the Council may require.
  (8) The Council may grant an application made under this paragraph subject to such conditions as it may think fit.
  (9) If the Council grants an application made under this paragraph it may permit the relevant notice of termination to be given later than 31 May of the year in which the notice is proposed to be given; and such permission may itself be granted after 31 May of that year.
11B. Permission of Council required for notice to terminate standard managing agent’s agreement
  (1) No managing agent shall terminate or purport to terminate an agreement in the terms of the standard managing agent’s agreement (general) or the standard managing agent’s agreement (corporate member) otherwise than pursuant to and in accordance with the provisions of clause 11 of that agreement.
  (2) Where a managing agent proposes to give notice to terminate an agreement in the terms of the standard managing agent’s agreement (general) or the standard managing agent’s agreement (corporate member) under clause 11.6 of that agreement, it shall apply to the Council for permission to do so in accordance with the following provisions of this paragraph.
  (3) An application under this paragraph:
	(a)	shall be in writing;
	(b)	shall specify the underwriting member to whom the notice is proposed to be given;
	(c)	shall specify the syndicate to which the proposed notice relates and the member’s syndicate premium limit of that underwriting member with respect to that syndicate;
	(d)	in the case of a notice proposed to be given under clause 11.6 of an agreement in the terms of the standard managing agent’s agreement (general), shall include the name of any members’ agent through which the underwriting member to whom the notice is proposed to be given participates in that syndicate;
	(e)	shall include an explanation of the reasons why the managing agent proposes to give the notice; and
	[[(ea)	shall include such further information as the Council may specify, whether generally or in relation to a particular case or class of cases;]]
	(f)	shall be made by 30 April in the year in which the notice is proposed to be given [, or [[, save where the application relates to a proposed increase in fees or profit commission,]] such later date in that year as the Council may permit (and such permission may itself be granted after 30 April of that year)].
NOTE
  (4) Unless the Council otherwise allows, a managing agent which makes an application under this paragraph shall at the same time send a copy of the application:
	(a)	to the underwriting member to whom the relevant notice of termination is proposed to be given; and
	(b)	where the application relates to a notice proposed to be given under clause 11.6 of an agreement in the terms of the standard managing agent’s agreement (general), to any such members’ agent as is referred to in sub-paragraph (3)(d) above;
and shall inform that underwriting member and, if applicable, that members’ agent that he is entitled to make representations to the Council within 21 days after the despatch to him of a copy of the application under this sub-paragraph, or within such longer period as the Council may allow.
  (5) Unless the Council otherwise determines:
	(a)	an underwriting member to whom such a notice is proposed to be given; and
	(b)	any such members’ agent as is referred to in sub-paragraph (3)(d) above;
shall be entitled to make representations to the Council within 21 days after the despatch to him of a copy of the relevant managing agent’s application to the Council under sub-paragraph (4) above, or within such longer period as the Council may allow.
  (6) The Council may require a managing agent which has made an application under this paragraph to provide such additional information or explanations with respect to the proposed notice of termination as the Council thinks fit.
  (7) If the Council is minded to refuse an application made under this paragraph, or to grant the application subject to conditions, it shall by notice in writing so inform the managing agent which made the application and shall permit that managing agent to make representations within such period as the Council may require.
  (8) The Council may grant an application made under this paragraph subject to such conditions as it may think fit, including, where the application relates to a proposed notice to an underwriting member who participates in a syndicate through a members’ agent, a condition requiring the managing agent to offer to that underwriting member the opportunity to continue to participate in the syndicate through a different members’ agent.
  (9) If the Council grants an application made under this paragraph it may permit the relevant notice of termination to be given later than 31 May of the year in which the notice is proposed to be given; and such permission may itself be granted after 31 May of that year.]
  [(10) The Council may for the purposes of this paragraph make requirements that a managing agent provide to the Council, or to any underwriting member to whom a notice of termination is proposed to be given or to the members’ agent of any such underwriting member such information as may be specified; and such requirements may apply generally or in relation to a particular case or class of cases.]
NOTE
[12. Lloyd’s central file of underwriting agents’ charges
  (1) The Council shall maintain the central file of underwriting agents’ charges and record in it information supplied to the Council pursuant to sub-paragraphs (3) and (4).
  (2) The central file shall contain a separate section in respect of each underwriting agent.
  (3) Every underwriting agent shall in each year, before the date from time to time prescribed by the Council under sub-paragraph (5), supply to the Council particulars of its proposed fees and profit commission for the forthcoming year of account.
  (4) Where an underwriting agent, having supplied to the Council particulars of its [proposed] fees and profit commission for a year of account, enters into an agreement with an underwriting member providing for fees or profit commission which differ from those notified under sub-paragraph (1) in respect of that year of account, it shall promptly give the Council notice of the information prescribed under sub-paragraph (5).
NOTE
  (5) Particulars given pursuant to sub-paragraph (3) or (4) shall be given in writing and shall include such information as the Council may from time to time prescribe.
  (6) The central file shall be kept at the premises of the Society in the City of London.
  (7) The central file shall be open to inspection at such time or times as the Council may prescribe.
  (8) Any person may obtain a copy (whether in microfiche or such other convenient form as the Council may from time to time adopt) of any particulars inscribed in the central file on payment of such sum as the Council may from time to time prescribe.
[12A. Profits and Commissions
  1. No profits in respect of a run-off account of a syndicate shall be distributed to relevant underwriting members until that run-off account is closed.
  2. No profit commission in respect of any profit referred to in sub-paragraph (1) shall be payable to a managing agent or to a members’ agent until that run-off account is closed.
  3. Sub-paragraphs (1) and (2) have effect notwithstanding provisions to the contrary in any agreement in which a managing agent or members’ agent is a party, whenever it was made.]
NOTE
13. Modification of taking over provisions
  (1) The Council may from time to time prescribe a percentage for the purposes of clause 14.2(e) of the standard managing agent’s agreement (general) and the standard managing agent’s agreement (corporate member) and all existing agreements in the form of those agreements.
  (2) If circumstances falling within clause 14.2(e) of the standard managing agent’s agreement (general) or the standard managing agent’s agreement (corporate member) arise in relation to a syndicate, the Council may from time to time give such directions as it in its sole discretion thinks fit modifying the application of clause 14 of all existing agreements in the form of the standard managing agent’s agreement (general) and the standard managing agent’s agreement (corporate member) relating to that syndicate.
  (3) Without limiting the generality of sub-paragraph (2), any directions given under that sub-paragraph may include provision that, instead of the results of the syndicate concerned for the relevant year of account being allocated between its members by dividing between them the profit or loss for that year of account as a whole on any basis specified in the standard managing agent’s agreement (general) and the standard managing agent’s agreement (corporate member), such results be allocated instead by—
	(a)	causing accounts to be prepared for such periods of the year (“Accounting Periods”) on such basis and in accordance with such accounting policies as may be specified;
	(b)	allocating the profit or loss of the syndicate concerned for each such Accounting Period among the members of the syndicate during such period by reference to the amounts of their respective member’s syndicate premium limits in relation to that syndicate;
	(c)	ascertaining the profit or loss of each member for the whole year by aggregating the profit or loss of such member in respect of each of the Accounting Periods during which he was a member of the syndicate concerned.
  (4) Any directions given under sub-paragraph (2) may also include—
	(a)	provision varying the time at which a member of the syndicate is to be treated as ceasing to be a member of the syndicate for the purposes of any of the provisions of clause 14.2 of agreements in the terms of the standard managing agent’s agreement (general) and agreements in the terms of the standard managing agent’s agreement (corporate member);
	(b)	consequential provision for the operation of clauses 6.3 and 6.4 of agreements in the terms of the standard managing agent’s agreement (general) and agreements in the terms of standard managing agent’s agreement (corporate member) in such manner as the Council may in its sole discretion think fair.]
NOTE
[14. Assignment of syndicate participations
  (1) A nomination such as is referred to in clause 11A.2 of an agreement in the terms of the standard managing agent’s agreement (general) or the standard managing agent’s agreement (corporate member) may be made only:
	(a)	under arrangements approved by the Council for the purposes of this sub-paragraph (1)(a) for facilitating agreements for such nominations [and for second nominations], whether by the pooling or matching of offers to enter into such agreements or otherwise;
NOTE
	[(aa)	by a permitted bilateral arrangement within the meaning of the [[Bilateral Arrangements Byelaw (No. 4 of 1999, 345)]] and with any conditions imposed or requirements made thereunder and with any other applicable requirements of the Council;]
NOTE
	(b)	under an approved conversion [[arrangement under the Conversion and Related Arrangements Byelaw (No. 22 of 1996, 329)]];
	(c)	under a scheme approved by the Council for the purposes of this sub- paragraph (1)(c) providing for the nomination of a corporate member to underwrite as a member of a syndicate or syndicates [in substitution for another person or persons and for such person or persons] to acquire shares in or other securities of that corporate member [[or any holding company (within the meaning of section 736 of the Companies Act 1985) of that corporate member or any body corporate which is connected with the corporate member in a manner determined by the Council for the purposes of this sub-paragraph (1)(c)]];
NOTE
	(d)	for the purpose of ensuring that all underwriting members who participate in a MAPA for a year of account participate in all the syndicates to which the MAPA relates and that their member’s syndicate premium limits (ignoring any part of such limits allocated otherwise than through the MAPA) bear the same proportion to each other for each such syndicate;
	(e)	where the member of the Society making the nomination and the member nominated are corporate members which are subsidiaries (within the meaning of section 736 of the Companies Act 1985) of the same holding company; or
	(f)	with the express permission of the Council.
  (2) The Council shall have power:
	(a)	to approve any such arrangements as are referred to in sub-paragraph (1)(a) above;
	(b)	to approve any such scheme as is referred to in sub-paragraph (1)(c) above;
	(c)	to prescribe, for the purposes of sub-paragraph (1)(d) above, conditions or requirements relating to the exercise of the rights referred to in that sub-paragraph, including conditions or requirements limiting the extent to which or the circumstances in which rights referred to in that sub-paragraph are to be exercised by the operator of a MAPA;
	(d)	to approve the making of any such nomination as is referred to in sub-paragraph (1) above [or second nominations], whether by way of exception to the terms of any such approval as is referred to in sub-paragraph (1)(a) or (c) above or to any such limits as are referred to in sub-paragraph (1)(d) above or otherwise;
NOTE
	(e)	for the purposes of any provision of any agreement in the terms of any of the standard agreements which refers to a date or dates to be prescribed by the Council in connection with procedures for the exercise of rights to make such a nomination as is referred to in sub-paragraph (1) above, to prescribe such date or dates.
  (3) Approval may be granted under sub-paragraph (2) above either individually or in respect of arrangements or schemes of such descriptions as the Council may specify, and such approval may in either case be subject to compliance with such conditions and requirements as the Council may prescribe or impose.
NOTE
15. Rights of managing agents with respect to assignment of syndicate participations
  (1) [[Subject to sub-paragraph (5) below, w]]here an underwriting member has nominated another underwriting member to underwrite as a member of a syndicate under clause 11A of an agreement in the terms of the standard managing agent’s agreement (general) or the standard managing agent’s agreement (corporate member), the Council may on the application of the managing agent of the syndicate direct that effect shall not be given to the nomination.
  (2) The Council may prescribe such conditions and requirements with respect to applications under this paragraph as it thinks fit.
  (3) Without limiting the generality of sub-paragraph (2) above, any conditions and requirements under that sub-paragraph:
	(a)	may prescribe the time by which or period within which such an application must be made;
	(b)	may specify the form in which such an application must be made;
	(c)	may require that persons considered by the Council to be affected by such an application be notified of it and be afforded the opportunity to make representations to the Council.
  (4) If the Council grants an application made under this paragraph it may give such supplementary and consequential directions as appear to it to be appropriate.
  [(5) An application may be made under this paragraph in respect of a nomination made under any arrangement or scheme validated by the Council for the purposes of sub-paragraph (a) or (c) of paragraph 14(1), or any validated conversion arrangement (as defined in the Conversion and Related Arrangements Byelaw (No. 22 of 1996, 329) or any permitted bilateral arrangement (as defined in the [[Bilateral Arrangements Byelaw (No. 4 of 1999, 345)]] only to the extent (if any) expressly provided in any conditions and requirements prescribed or imposed by the Council pursuant to paragraph 14(3) of this byelaw or pursuant to either of those other byelaws respectively.]
NOTE
16. Rights of appeal
  [. . .]   ]
NOTE
Schedule 1. The Members’ Agent’s Agreement
Appendix

On the .......................... day of ............................................................................ 19....................... ........................................of ...............................................................................................................
............................................................................................................................. (the "Name") and ..................................... whose registered/principal office is at ....................................................
..................................................................................................................................... (the "Agent") hereby:

  (1) enter into the attached Members' Agent's Agreement;
  (2) agree that the Agent is to act as the Name's co-ordinating agent†; and
  (3) agree that the following particulars shall be inserted in Schedule 1 to the attached Members' Agent's Agreement:
(a) Annual Fee
[Insert applicable provisions of Part A of Schedule 1.]
(b) Profit Commission
[Insert applicable provision in Part B of Schedule 1.]
(c) Co-ordinating Agent's Fee
[Insert basis of remuneration, if applicable.]
(d) Winding-up Fee
[Insert applicable provisions of Part D of Schedule 1.]

NOTE
[in the case of an individual
SIGNED and DELIVERED as a DEED by	)
			in the presence of		)
Signature

Name

Address

in the case of a body corporate with a common seal

EXECUTED and DELIVERED as a DEED under THE COMMON SEAL of the Name in the presence of:

Director

Director/Secretary

in the case of a body corporate to which section 36A or 36B of the Companies Act 1985 applies

EXECUTED and DELIVERED as a DEED by
acting by two Directors/a Director and the Secretary

Director

Director/Secretary

[. . . ]
NOTE
[In the case of a company]

THE COMMON SEAL of the Agent was hereunto affixed
 in the presence of:

Director

Director/Secretary

[In the case of a partnership]
SIGNED SEALED AND DELIVERED
by a partner duly authorised for and on behalf of the Agent
in the presence of:

NOTE
THIS AGREEMENT made on the date specified in the Appendix
BETWEEN:
  (1) A person who is or is about to become an underwriting member of Lloyd's, and whose name and address are set out in the Appendix (the "Name"); and
  (2) An underwriting agent which is listed as a members' agent on the register of underwriting agents maintained at Lloyd's and whose name and registered/principal office are set out in the Appendix (the "Agent").
WHEREAS
  The Name wishes to appoint the Agent to act as his members' agent in respect of all or part of his underwriting business and affairs at Lloyd's.
NOW IT IS AGREED as follows:
1. Interpretation
  1.1 In this Agreement, unless the context otherwise requires:
the “Agent” includes, in the case of a partnership, any persons who are for the time being carrying on, under whatever name or style, the business of that partnership, and includes any Substitute Agent;
“Agents’ Agreement” means an agreement between the Agent and a managing agent in the form of the Standard Agents’ Agreement;
[“agents’ syndicate list” has the meaning given in paragraph 1 of the Agency Agreements Byelaw (No. 8 of 1988, 310);]
NOTE
“Audited Closed Year Loss” means a loss ascertained at the closing of a year of account of a Contracted Syndicate, the amount of which is set out in an annual report complying with the Syndicate Accounting Byelaw (No. [18 of 1994, 326]) in relation to which the syndicate auditor has reported in the terms specified in paragraph [14(3)] of that byelaw;
NOTE
the “Business” means the business of underwriting and related activities carried on by the Name at Lloyd’s as a member of the Contracted Syndicates;
“closed” in relation to a year of account, means closed by reinsurance to close;
[“Central Fund contribution” means any contribution to the Central Fund made under any general or special levy pursuant to paragraph 4(1) or (5) of the Central Fund Byelaw (No. 4 of 1986, 506) (including any contributions made to the Central Fund under the Syndicate Premium Income Byelaw (No. 6 of 1984, 201) but not any special contributions under any such agreement as is referred to in paragraph 4 of the Membership, Central Fund and Subscriptions (Miscellaneous Provisions) Byelaw (No. 16 of 1993, 514));]
NOTE
[“Central Syndicate Sub-Fund”, in relation to a New Premiums Trust Deed, has the meaning given in that deed;]
NOTE
“Contracted Syndicate” means a syndicate of which the Name is a member for a year of account in respect of which this Agreement applies (whether or not the Name ceases to be a member of that syndicate for any part of that year of account in consequence of any provision of clause 11 of the Managing Agent’s Agreement between the Name and the managing agent of that syndicate) and in respect of which the Agent acts as his members’ agent, and “the Contracted Syndicates” means all of such syndicates;
“co-ordinating agent” means a members’ agent appointed by an underwriting member of Lloyd’s to co-ordinate the administration of that member’s affairs at Lloyd’s in circumstances where more than one members’ agent is obliged to provide services as a members’ agent to that member;
the “Council” means the Council of Lloyd’s and includes its delegates and persons by whom it acts;
“Direct Syndicate” means a Contracted Syndicate in respect of which the Agent acts as the Name’s managing agent;
[“Equitas reinsurance contract” has the meaning given in the Reconstruction and Renewal Byelaw (No. 22 of 1995, 519);]
NOTE
[“Excluded Name” means an individual member of Lloyd’s who—
	(i)	is not underwriting for the 1999 year of account;
	(ii)	did not accept the settlement offer made by Lloyd’s under paragraph 8 of the Reconstruction and Renewal Byelaw (No. 22 of 1995, 519); and
	(iii)	at 31 December 1998 had Specified Litigation Recoveries (as defined in any Premiums Trust Deed executed by that member) held on his behalf by any firm of solicitors or other person or by the Members’ Agent’s Trustees (but where held by the Members’ Agent’s Trustees only if so held under and subject to clause 5(b) of the Schedule to that Premiums Trust Deed);
  but such person shall remain an Excluded Name only for so long as Lloyd’s has not amended his Premiums Trust Deed or Deeds into one of the forms prescribed by the Council on 10 December 1998 (as amended from time to time);]
NOTE
[the “Lloyd’s Arbitration Scheme” means any rules made or any scheme established from time to time by a special resolution of the Council or by byelaw in relation to the conduct of arbitrations;]
NOTE
[“Lloyd’s deposit” has the meaning given in paragraph 5 of the Membership Byelaw (No. 17 of 1993, 111) and includes any Lloyd’s life deposit or additional Lloyd’s deposit;]
NOTE
“managing agent” means an underwriting agent which is listed as a managing agent on the register of underwriting agents maintained under the Underwriting Agents Byelaw (No. 4 of 1984, 101) and which is appointed by an underwriting member of Lloyd’s to provide services and perform duties of the same kind and nature as those set out in the Standard Managing Agent’s Agreement in respect of a particular syndicate;
“Managing Agent’s Agreement” means an agreement between the Name and a managing agent in the terms of the Standard Managing Agent’s Agreement [(General)];
NOTE
“members’ agent” means an underwriting agent which is listed as members’ agent on the register of underwriting agents maintained under the Underwriting Agents Byelaw (No. 4 of 1984, 101) and which is appointed by an underwriting member of Lloyd’s to provide services and perform duties of the same kind and nature as those set out in this Agreement.
[“MAPA participation” means in relation to any member of a Contracted Syndicate, a Contracted Syndicate and a MAPA, the amount of the member’s syndicate premium limit of that member allocated to the syndicate through a MAPA operated by the Agent as ascertained in accordance with the formula specified in the agents’ syndicate list prepared by the Agent;
“members’ agent pooling arrangement” or “MAPA” means an arrangement of the kind described in paragraph 10 of the Agency Agreements Byelaw (No. 8 of 1988) operated by the Agent;]
NOTE
[“Members’ Agent’s Trustees” means the trustees for the time being of [[an Old]] Premiums Trust Deed designated thereunder as Members’ Agent’s Trustees thereof;]
NOTE
[“Membership Agreement” means an agreement between a member of the Society which is not an individual and the Council in the form of the agreement for the time being prescribed by the Council pursuant to paragraph 3 of the Membership Byelaw (No. 17 of 1993, 111) as a requirement of admission to membership of the Society;]
NOTE
“member’s syndicate premium limit” has the meaning given to it in the Membership Byelaw [(No. 17 of 1993)];
NOTE
“Name” includes [(i)] the Name’s executors or administrators, trustees in bankruptcy and any receiver appointed under the Mental Health Act 1983 and any person performing similar functions in any jurisdiction [(ii) on the dissolution of a Scottish Limited Partnership, any general partner];
NOTE
[“New Central Fund” means the New Central Fund referred to in the New Central Fund Byelaw [[(No. 23 of 1996, 522)]] and any other assets expressed to be held as part of the New Central Fund;
[[…]]
“New Central Fund contribution” means any contribution to the New Central Fund made under any general or special levy pursuant to the New Central Fund Byelaw [[(No. 23 of 1996, 522)]](including any contributions made under the Syndicate Premium Income Byelaw (No. 6 of 1984, 201) but not any special contributions under any such agreement as is referred to in paragraph 4 of the Membership, Central Fund and Subscriptions (Miscellaneous Provisions) Byelaw (No. 16 of 1993, 514));]
NOTE
[“New Premiums Trust Deed” means the form or forms of Premiums Trust Deed executed or to be executed by the Name and applying in respect of the Business where the Name is not, or has ceased to be, an Excluded Name, being in a form approved by the Council on 2 October or 10 December 1998 (in each case as amended from time to time);
“Old Premiums Trust Deed” means—
		(i)	the form or forms of Premiums Trust Deed executed by the Name and applying in respect of the Business if (and for so long as) the Name is an Excluded Name; and
		(ii)	where the Name is not an Excluded Name and is underwriting for the 1999 year of account, the form or forms of Premiums Trust Deed (other than any deed in the form of a New Premiums Trust Deed) executed by the Name and applying in respect of the Business (or any part of it) unless and until amended into one of the forms prescribed by the Council on 10 December 1998 (as amended from time to time) or into a form which provides for the Premiums Trust Fund held under it to be held on trust to transfer to the trust fund held under a New Premiums Trust Deed;]
NOTE
[“overall MAPA participation” means, in relation to an underwriting member participating in a MAPA for a year of account, that part of that underwriting member’s overall premium limit which is or is to be allocated through the MAPA for that year of account;]
NOTE
“overall premium limit” has the meaning given to it in the Membership Byelaw [(No. 17 of 1993)];
NOTE
[“Overseas Direction” has the meaning given in the Old Premiums Trust Deed;
“Overseas Fund” means a Premiums Trust Fund constituted or regulated by an Overseas Direction;]
NOTE
[“Personal Reserve Sub-Fund” means that part of the Premiums Trust Fund—
	(i)	held under a New Premiums Trust Deed, which is for the time being vested in or under the control of the Regulating Trustee (not being the Central Syndicate Sub-Fund); or
	(ii)	held under an Old Premiums Trust Deed, which is for the time being vested in or under the control of the Members’ Agent’s Trustees;]
NOTE
[“Premiums Trust Deed” means a trust deed (other than a Special Trust Direction or an Overseas Direction) executed or to be executed by the Name in a form for the time being required by the Council and approved by the Treasury (or its predecessor, the Secretary of State) for the purposes of section 83 of the Insurance Companies Act 1982 and constituting the Premiums Trust Fund;]
NOTE
“Premiums Trust Fund” means the trust fund [or funds] to which all premiums received by or on behalf of the Name in respect of the Business are required to be transferred by section 83 of the Insurance Companies Act 1982;
NOTE
[“Regulating Trustee” means Lloyd’s or such other person as the Council may, under any New Premiums Trust Deed, appoint to act as Regulating Trustee (as defined in that deed) acting in its capacity as Regulating Trustee;]
NOTE
“reinsurance to close” has the meaning given to it in the Syndicate Accounting Byelaw (No. [18 of 1994, 326]);
NOTE
[“Scottish Limited Partnership” has the meaning given to it in the Membership Byelaw (No. 17 of 1993, 111);
NOTE
[“Special Reserve Trust Deed” means a trust deed executed or to be executed [[…]] by the Name and Lloyd’s, constituting any Special Reserve Trust Fund;
“Special Reserve Trust Fund” means [[…]] a trust fund in relation to which Part 1 of Schedule 20 to the Finance Act 1993 has effect established by the Name and vested in Lloyd’s as trustee or in any person appointed as trustee by Lloyd’s];
NOTE
[“Special Trust Direction” has the meaning given in the New Premiums Trust Deed;
“Special Trust Fund” means a Premiums Trust Fund constituted or regulated by a Special Trust Direction;]
NOTE
“Standard Agents’ Agreement” means the form of agreement between a members’ agent and a managing agent prescribed by the Agency Agreements Byelaw (No. 8 of 1988, 310) and set out in Schedule 2;
“Standard Managing Agent’s Agreement [(General)]” means the form of agreement between an underwriting member of Lloyd’s and a managing agent prescribed by the Agency Agreements Byelaw (No. 8 of 1988, 310) and set out in Schedule 3;
NOTE
“Standard Members’ Agent’s Agreement” means the form of agreement between an underwriting member of Lloyd’s and a members’ agent prescribed by the Agency Agreements Byelaw (No. 8 of 1988, 310) (being substantially in the form of this Agreement);
“Substitute Agent” means a person appointed by the Council to act as agent for an underwriting member of Lloyd’s under the Substitute Agents Byelaw (No. 20 of 1983, 300);
[“surrender arrangement” has the meaning given to it in the Conversion and Related Arrangements Byelaw (No. 22 of 1996);]
NOTE
“syndicate” means a group of underwriting members of Lloyd’s underwriting insurance business at Lloyd’s through the agency of a managing agent to which a particular syndicate number is assigned by the Council;
[“syndicate allocated capacity” has the meaning given to it in the Syndicate Pre-emption Byelaw (No. 19 of 1997, 333);
“syndicate cessation” has the meaning given to it in the Major Syndicate Transactions Byelaw (No. 18 of 1997, 332);]
NOTE
“Syndicate List” means a schedule prepared in respect of a year of account listing the Contracted Syndicates for that year of account and specifying in relation to each Contracted Syndicate the Name’s member’s syndicate premium limit [, the formula for ascertaining the Name’s member’s syndicate premium limit in relation to any MAPA participation the Name may have in the syndicate,] the identity of the managing agent and the basis and level of the managing agent’s remuneration, and containing such other particulars as may for the time being be required by the Council; and
NOTE
“syndicate merger” has the meaning given to it in [paragraph 1 of the Major Syndicate Transactions Byelaw (No. 18 of 1997, 332);]
NOTE
[“Treasury” means Her Majesty’s Treasury (or such other authority as has for the time being succeeded to its functions under section 83 of the Insurance Companies Act 1982);]
NOTE
“year” means calendar year, except when used to refer to a year of account.
  1.2(a) For the purpose only of interpreting references in this Agreement to a syndicate and like expressions, and subject always to clause 16.2, unless the context otherwise requires:
	(i)	the several groups of underwriting members of Lloyd’s to which in successive years a particular syndicate number is assigned by the Council shall be treated as the same syndicate, notwithstanding that they may not comprise the same underwriting members with the same individual participations (and where two or more numbers are assigned to a group of underwriting members, the number which appears first on the list of syndicates published by the Council and specified by the Council for the purposes of this paragraph shall be the number taken into account for the purposes of this paragraph); and
	(ii)	references to assets or liabilities of a member of a syndicate, or to anything done by or to a member of a syndicate or by or to any person on his behalf,
		shall be construed as references to assets employed or liabilities incurred by him, or to things done by or to him or such other person on his behalf, in the course of or in relation to the underwriting business carried on by him through that syndicate.
  (b) Where a managing agent manages two or more syndicates which comprise the same underwriting members participating in the same proportions and the managing agent, in accordance with the Syndicate Accounting Byelaw (No. [18 of 1994, 326]), groups those syndicates together and treats them as a single syndicate for the purposes of that byelaw, those syndicates shall also be treated as a single syndicate for the purposes of this Agreement.
NOTE
  [1.2A For the purpose only of interpreting references in this Agreement to members’ agent pooling arrangements, MAPA participations, participating in a Contracted Syndicate through a MAPA and like expressions, and subject always to clause 16.2, unless the context otherwise requires:
	(a)	the members of a Contracted Syndicate for whom the Agent also acts as members’ agent and whose MAPA participations are ascertained in accordance with the formula specified in an agents’ syndicate list together with the Name’s MAPA participation shall, in relation to that syndicate, be treated as belonging to the same MAPA as the Name;
	(b)	where in respect of any year of account the Name or any member of a Contracted Syndicate belongs to a MAPA he and they may be said to be participating in that syndicate “through” that MAPA and the members’ agent which arranged such participation may be said to be “operating” that MAPA; and
	(c)	where in respect of any year of account the Agent operates [more than one] MAPA […], and whether or not each such MAPA comprises the same underwriting members and whether or not such members have the same MAPA participations in relation to each such MAPA, then those MAPAs shall be treated as separate MAPAs.]
NOTE
  [1.2B For the purpose only of interpreting references in this Agreement to underwriting for the 1999 year of account and like expressions, if the Name has duly executed or is to execute a Premiums Trust Deed in the form prescribed by the Council on 2 October 1998 which form has also been or will be duly executed by Lloyd’s he shall be treated as underwriting for the 1999 year of account.]
NOTE
  1.3 No provision of this Agreement shall have effect to the extent that it is contrary to Lloyd’s Acts 1871 to 1982 or to any requirement of the Council which is for the time being applicable to the Name as a member of Lloyd’s or to the Agent.
  1.4 References in this Agreement to requirements of the Council are to any requirement imposed by any byelaw or regulation made under Lloyd’s Acts 1871 to 1982, any condition or requirement imposed or direction given under any such byelaw or regulation, any direction given under section 6 of Lloyd’s Act 1982, any requirement imposed by or under any undertaking given by the Name to Lloyd’s or to the Council and any other requirement imposed or direction given by the Council under Lloyd’s Acts 1871 to 1982; and the phrase “required by the Council” and similar phrases shall be construed accordingly.
  1.5 Any reference in this Agreement to an enactment, byelaw or regulation is a reference to it as already amended and includes a reference to any repealed enactment or any revoked byelaw or regulation which it may re-enact, with or without amendment, and to any future re-enactment or amendment of it.
  1.6 The headings in this Agreement shall not affect its interpretation.
2. Appointment and authority of the Agent
  2.1 The Name hereby appoints the Agent, and the Agent hereby agrees, to provide the services and perform the duties set out in this Agreement in respect of the Business and the Name’s affairs at Lloyd’s.
  2.2 The Name hereby authorises the Agent on behalf of the Name:
	(a)	to allocate the whole or part of the Name’s overall premium limit in such amounts as the Name and the Agent shall from time to time agree among those syndicates in which the Name and the Agent shall agree from time to time that the Name is to participate;
	[(aa)	where the Name and the Agent agree that the whole or part of the Name’s overall premium limit is to be allocated through a MAPA operated by the Agent, to allocate the Name’s overall MAPA participation in such amounts and among such syndicates as the Agent shall, subject to any such limits as may be specified in any Syndicate List and to any applicable requirements of the Council, determine;]
NOTE
	(b)	to enter into an agreement in the terms of the Standard Managing Agent’s Agreement [(General)] with the managing agent of each of the syndicates in which the Name and the Agent shall from time to time agree that the Name is to participate (other than any Direct Syndicates) and from time to time to agree with each of those managing agents in accordance with the relevant Agent’s Agreement its remuneration on a basis and at a level agreed between the Agent and the Name; and
NOTE
	(c)	with the agreement (subject to clause 7.1(o) [and (oa)]) of the Name, to give notice to the managing agent of any Contracted Syndicate to terminate the appointment of that managing agent under the relevant Managing Agent’s Agreement;
NOTE
	[(d)	to do all such acts and things and to execute all such documents as shall be necessary or expedient, subject to and in accordance with the requirements of the Council, to exercise the rights of the Name in relation to any Contracted Syndicate under clause 11A of the relevant Managing Agent’s Agreement and to give effect to any nomination made on such exercise: but so that, save in relation to a participation in a Contracted Syndicate which is, or a prospective participation in a syndicate which will be, through a MAPA operated by the Agent, this paragraph (d) shall authorise the Agent to act only on the instructions or with the agreement of the Name;]
NOTE
and the Agent undertakes with the Name to enter into an agreement in the form of the Standard Agents’ Agreement with the managing agent of each of the syndicates in which the Name and the Agent shall from time to time agree that the Name is to participate (other than any Direct Syndicates).
  2.3 In relation to those syndicates (if any) in respect of which the Agent is the managing agent and in which the Name and the Agent shall from time to time agree that the Name is to participate, the Name hereby agrees to appoint the Agent, and the Agent hereby agrees that it will act, as the Name’s managing agent on the terms of the Standard Managing Agent’s Agreement [(General)], with such allocations of the Name’s overall premium limit, and for a remuneration on such basis and at such level, as shall from time to time be agreed between the Name and the Agent in accordance with clause 3.
NOTE
  2.4 Any appointment by the Name of the Agent as his co-ordinating agent, other than an appointment made on the execution of this Agreement and set out in the Appendix, shall be effected by a memorandum in writing signed by the Name and the Agent and setting out the year of account with effect from which the appointment is to take effect and the basis and level of the Agent’s remuneration (if any) for acting as the Name’s co-ordinating agent in accordance with Part C of Schedule 1.
3. Syndicate List
  3.1 By signing a Syndicate List in respect of any year of account to which this Agreement applies:
	[(a)	where the Syndicate List specifies syndicates in which the Name is to participate in respect of that year of account otherwise than through a MAPA operated by the Agent, the Name and the Agent will be deemed to agree that the Name is to participate in those syndicates, and that the Agent is to act as his members’ agent in relation to them, in respect of that year of account with such allocations of the Name’s overall premium limit as are specified in the Syndicate List, and to agree that the managing agent of each such syndicate shall be entitled to remuneration in respect of that year of account at such level and on such basis as is specified in, or ascertained in accordance with formulae specified in, the Syndicate List;
	(b)	where the Syndicate List states that the Name is to participate in syndicates in respect of that year of account through a MAPA operated by the Agent, the Name and the Agent will be deemed to agree in respect of that year of account:
	(i)	that the Name is to participate through the MAPA in such syndicates with such allocations of the Name’s overall premium limit (not exceeding in the aggregate the Name’s overall MAPA participation specified in the Syndicate List) as the Agent may in its discretion, subject to any such limits as may be specified in the Syndicate List and to any applicable requirements of the Council, determine;
	(ii)	that the Agent will act as the Name’s members’ agent in respect of such syndicates for that year of account; and
	(iii)	that the managing agents of such syndicates shall be entitled to remuneration in respect of that year of account at such level and on such basis as the Agency may in its discretion, subject to any applicable requirements of the Council, agree with those managing agents;
	(c)	if the Agent is a managing agent and the Syndicate List specifies Direct Syndicates in respect of which the Name is to participate in respect of that year of account otherwise than through a MAPA operated by the Agent, the Name will be deemed to appoint the Agent (or, in the case of a Direct Syndicate of which the Name is already a member, to agree that the appointment of the Agent as his managing agent is to continue) and the Agent will be deemed to agree to act (or to continue to act) as the Name’s managing agent in respect of each of those Direct Syndicates on the terms of the Standard Managing Agent’s Agreement (General) and with such allocations of the Name’s overall premium limit, and for a remuneration on such basis and at such level, as are specified in, or ascertained in accordance with formulae specified in, the Syndicate List; and
	(d)	if the Agent is a managing agent and the Syndicate List states that the Name is to participate in syndicates in respect of that year of account through a MAPA operated by the Agent and that those syndicates may include Direct Syndicates, then in respect of that year of account:
	(i)	the Name and the Agent will be deemed to agree that the Name is to participate in such syndicates with such allocations of the Name’s overall premium limit (not exceeding in the aggregate the Name’s overall MAPA participation specified in the Syndicate List) as the Agent may in its discretion, subject to any such limits as may be specified in the Syndicate List and to any applicable requirements of the Council, determine;
	(ii)	the Name and the Agent will be deemed to agree that the Agent will act as the Name’s members’ agent in respect of such syndicates;
	(iii)	the Name will be deemed to appoint the Agent as his managing agent in respect of such Direct Syndicates (if any) as may be determined in accordance with (i) above;
	
	(iv)	the Name and the Agent shall be deemed to agree that the Agent shall be entitled to remuneration for its services as managing agent of such Direct Syndicates at such level and on such basis as is specified in, or ascertained in accordance with formulae specified in, the Syndicate List;
	(v)	the Name and the Agent shall be deemed to agree that the managing agents of syndicates (other than Direct Syndicates) in which the Name is to participate through the MAPA shall be entitled to remuneration at such level and on such basis as the Agent may in its discretion, subject to any applicable requirements of the Council, agree with those managing agents.]
NOTE
  3.2 By signing a Syndicate List in respect of a particular year of account the Name and the Agent shall also be deemed to agree in the same terms the matters referred to in clause 3.1 in respect of subsequent years of account [, subject to any reduction in the Name’s member’s syndicate premium limit arising as a result of a reduction made in accordance with the Syndicate Pre-emption Byelaw (No. 19 of 1997, 333) by the managing agent of the syndicate allocated capacity of any syndicate in which the Name participates from time to time;] unless and until that Syndicate List is replaced by a new Syndicate List signed by the Name and the Agent (or by a memorandum signed by the Name and the Agent recording that there are no Contracted Syndicates in respect of a particular year of account) or the appointment of the Agent under this Agreement is terminated.
NOTE
  3.3 In relation to any syndicate (a “Provisional Syndicate”) in respect of which the Name is to be a Provisional Insurer within the meaning of clause 8.2 of the Standard Managing Agent’s Agreement [(General)] by virtue of paragraph (b) or (c) of that clause:
	(a)	if the Provisional Syndicate is not a Direct Syndicate, the Agent may with the previous agreement of the Name:
	(i)	enter on behalf of the Name into an agreement in the terms of the Standard Managing Agent’s Agreement [(General)] with the managing agent of the Provisional Syndicate; and
	(ii)	agree on the amount of the Name’s overall premium limit to be allocated to the Provisional Syndicate and the basis and level of the managing agent’s remuneration;
		in accordance with the relevant Agents’ Agreement;
	(b)	if the Provisional Syndicate is a Direct Syndicate, the Name and the Agent may:
	(i)	enter into an agreement in the terms of the Standard Managing Agent’s Agreement [(General)]; and
	(ii)	agree on the amount of the Name’s overall premium limit to be allocated to the Provisional Syndicate and the basis and level of the Agent’s remuneration as managing agent;
		by signing a written memorandum recording their agreement on these matters or in such other manner as the Name and the Agent may agree.
NOTE
  3.4 The Name and the Agent may sign a supplementary Syndicate List in respect of any year of account for the purpose of agreeing that the Name is to participate in a syndicate commencing business otherwise than at the beginning of the corresponding year and agreeing the amount of the Name’s overall premium limit to be allocated to that syndicate and the basis and level of the remuneration of the managing agent of that syndicate, but not otherwise.
  [3.5 Each of the Name and the Agent agrees to sign such Syndicate Lists and supplementary Syndicate Lists as may be necessary from time to time to give effect to:
	(a)	any exercise by or on behalf of the Name of any such right as is referred to in clause 2.2(d);
	(b)	any exercise by the Name of the rights conferred by clause 3.6;
	(c)	any exercise by the Agent of the powers conferred by clause 7.1(ob).
  3.6 Where the Name is participating in a MAPA operated by the Agent, he may by notice in writing given to the Agent not later than [20 October] in any year elect:
	(a)	to terminate his participation in the MAPA with effect from the end of that year; and
	(b)	as regards those Contracted Syndicates in which the Name underwrites through the MAPA with a member’s syndicate premium limit not less than the minimum for the time being prescribed by the Council for the purposes of this paragraph, to continue to participate in those syndicates for the following year with the same member’s syndicate premium limits but otherwise than through the MAPA.
NOTE
  3.7 The Agent agrees that, if the Name gives such a notice as is referred to in clause 3.6 above, the Agent will continue to act as the Name’s members’ agent (and, in the case of a Direct Syndicate, as the Name’s managing agent) in respect of such syndicates as are referred to in clause 3.6(b) above and will do all such acts and things and execute all such documents as are necessary or expedient on its part to give effect to the Name’s election.]
NOTE
4. Services to be provided by the Agent
The Agent shall, subject to clause 5.2:
Syndicate participations
	[(a)	advise the Name as to the syndicates in which he should participate, as to the amounts of his overall premium limit which should from time to time be allocated to each such syndicate and as to the exercise of any rights of the Name, or the response to any offer made to the Name, with respect to the Name’s right of participation in any such syndicate;]
NOTE
	(b)	from time to time agree with the Name and, if so required by the Council, inform Lloyd’s of the allocation of the Name’s overall premium limit among the Contracted Syndicates and ensure that the allocation is made in accordance with the requirements for the time being of the Council;
Reviewing syndicate performance
	(c)	keep under review and report to the Name as and when appropriate on the performance of the Contracted Syndicates;
Syndicate List
	(d)	prepare a Syndicate List for the Name in respect of each year of account and send a copy of the Syndicate List to the Name by such date in every year as the Council may for the time being require and in any event not later than the beginning of the year corresponding to the relevant year of account;
Operation of trust funds
	[(e)	perform its functions under any Premiums Trust Deed, Overseas Direction or Special Trust Direction applying in respect of the Business;
	(f)	where and to the extent that an Old Premiums Trust Deed applies, effect the investment of:
		(i)the Personal Reserve Sub-Fund in accordance with the provisions of that Premiums Trust Deed; and
		(ii)any part of an Overseas Fund which is held subject to the directions of the Agent (and in respect of which it has powers of investment) in accordance with the provisions of the relevant Overseas Direction;
	(g)	(i)where and to the extent that an Old Premiums Trust Deed applies subject to clauses 4(ia), 5.2(e)(ii) and 7.1(e) and to any applicable requirements of the Council, direct the Members’ Agent’s Trustee or other relevant trustees to pay profit of the Business which are received by them to the Name in accordance with clause 6.2(j);
		(ii)where and to the extent that a New Premiums Trust Deed applies and subject to clause 7.1(e), promptly following any calculation and (if required) certification contemplated by clause 4(ia), apply to the Regulating Trustee for the release from the Premiums Trust Fund or from any other trust funds from which assets can be distributed directly to the Name of all or such part (if any) as the Agent thinks fit or as the Name requires of the amount so calculated as the amount by which the assets held in the Personal Reserve Sub-Fund or other fund exceed the minimum amount required to be retained in those funds under requirements of the Council (taking into account, so far as relevant to that amount, any release from other premiums trust funds or special trust funds or other trust funds of the Name for which the Agent is also applying;
		(iii)where the Agent is applying to the Regulating Trustee for payment as contemplated in sub-paragraph (ii) and such payment is not to be made to the Name or under his control, direct the Regulating Trustee as regards such payment;
	(h)	perform such functions, if any, as it may have under any other deed constituting a trust fund required or permitted to be maintained by the Name in connection with the Business;]
NOTE
Reserves
	(i)	advise the Name as to the requirements for the time being of the Council and of any other competent authorities relating to the composition and levels of the Personal Reserve [Sub-Fund], the Special Reserve Trust Fund (if any) and the other assets maintained by the Name in connection with his underwriting business at Lloyd’s, and as to the levels of the Personal Reserve [Sub-Fund, of any Overseas Fund, of any Special Trust Fund] and of the Special Reserve Trust Fund (if any) which the Agent considers it would be prudent for the Name to maintain;
NOTE
	[(ia)	calculate (whenever required to perform its services or duties under this Agreement or by the Name or by requirements of the Council or whenever the Agent thinks it appropriate) the amount by which the assets held in the Personal Reserve Sub-Fund or in any other trust fund from which assets can be distributed directly to the Name exceed the minimum amount required to be retained in those funds under requirements of the Council and provide certification of such excess in such manner as the Council may require;]
NOTE
Regulation
	(j)	take such action as is required of, or appropriate for, a members’ agent in advising or assisting the Name as to compliance, or itself complying on behalf of the Name, with all laws, byelaws, regulations, rules, codes of practice, conditions and requirements applicable to the Name in connection with the Business and the Name’s affairs at Lloyd’s and in particular (but without limitation) the Agent shall:
	(i)	administer and assist the Name with the procedures for complying with the annual solvency test; and
	(ii)	so far as lies within its control and as is appropriate for a members’ agent, ensure the completion, execution and timely submission to Lloyd’s and to other competent authorities of all deeds, agreements, schedules, returns and other documents required to be so submitted in connection with the Business and the Name’s affairs at Lloyd’s;
	[(ja)	comply with any requirements for the time being of the Council in relation to the preparation and filing of syndicate constitutions in relation to any Contracted Syndicate;]
NOTE
Taxation
	(k)	carry out such functions in relation to taxation matters connected with the Business as are required by the Income and Corporation Taxes Act 1988, the Tax Acts (as defined in section 831 of that Act), [the Taxation of Chargeable Gains Act 1992] and the Taxes Management Act 1970 and any regulations made under any of those Acts or are otherwise appropriate for a members’ agent, and use its reasonable endeavours to ensure compliance by the Name with any law or regulation of any foreign jurisdiction relating to taxation and applicable to the Business [[, including by exercising any powers it may have under any Old Premiums Trust Deed or Overseas Direction to direct payment of amounts due in respect of or in connection with such taxation]];
NOTE
Winding up
	(l)	wind up the Business and the Name’s affairs at Lloyd’s if the Name ceases to carry on the business of underwriting at Lloyd’s (save for the purpose of or in connection with business previously so underwritten);
	(m)	if:
	(i)	the Name has terminated the appointment of a members’ agent (other than the Agent) and that members’ agent is continuing to provide services to the Name as a members’ agent pursuant to clause 11.7 of the Members’ Agent’s Agreement between the Name and that members’ agent; and
	(ii)	the Name and the Agent so agree:
		advise and act on behalf of the Name in relation to the winding up of the business carried on by the Name through the members’ agent whose appointment has been terminated and exercise on behalf of the Name such of the powers of the Name under the Managing Agent’s Agreements entered into by the Name, through the agency of that members’ agent, with the managing agents of the syndicates concerned as may be necessary or expedient for that purpose; and
General
	(n)	advise the Name generally on all aspects of the Business and the Name’s affairs at Lloyd’s.
5. Services to be provided where the Name has appointed a co-ordinating agent
  5.1 If the Name has appointed the Agent, and the Agent has agreed to act, as the Name’s co-ordinating agent then, in addition to providing the services specified in clause 4, the Agent shall co-ordinate the administration of the Name’s affairs at Lloyd’s and in that connection deal on behalf of the Name with Lloyd’s and with the Name’s other members’ agents and in particular (but without limitation) shall:
	(a)	ensure in conjunction with the Name and with the Name’s other members’ agents that the aggregate of the Name’s member’s syndicate premium limits in respect of the syndicates of which the Name is or is to become a member for a particular year of account does not exceed the Name’s overall premium limit for that year of account;
	(b)	collate information received from the Name’s other members’ agents in connection with the annual solvency test;
	[[(c)	where and to the extent that an Old Premiums Trust Deed applies, arrange (as the Agent thinks fit and as permitted by the governing deed) for the transfer of monies or other assets held by or under the control of trustees of any Overseas Fund or any other trust fund required or permitted to be maintained by the Name in connection with his underwriting business at Lloyd’s, and in either case subject to the direction of any members’ agent of the Name, or by or under the control of the members’ agent’s trustees of any members’ agent of the Name to that part of the Overseas Fund subject to the direction of another members’ agent of the Name or to members’ agent’s trustees of another members’ agent of the Name to enable the Name to comply with the annual solvency test or to meet a request for funds duly made by a managing agent appointed by the Name;]]
	[(ca)	carry out such functions in relation to taxation connected with the Name’s underwriting business at Lloyd’s as a member of any syndicate (whether a Contracted Syndicate or otherwise) as are required by the Income and Corporation Taxes Act 1988, the Tax Acts (as defined in section 831 of that Act) and the Taxes Management Act 1970 and regulations made under any of those Acts or are otherwise appropriate for a co-ordinating agent […].
	(cb)	[[where and to the extent that an Old Premiums Trust Deed applies,]] subject to paragraph (ca) above, co-ordinate the payment to or at the direction of the Name by [[any members’ agent’s trustees or other relevant trustees under the direction of another]] members’ agent of the Name of any trust fund required or permitted to be maintained by the Name in connection with his underwriting business at Lloyd’s of any monies payable pursuant to clause 6.2(j) of the Members’ Agent’s Agreement between that members’ agent and the Name;]
NOTE
	(d)	co-ordinate the timely submission to Lloyd’s and to other competent authorities of all deeds, agreements, schedules, returns and other documents required to be so submitted in connection with the Name’s affairs at Lloyd’s; and
	(e)	co-ordinate the winding-up of the Name’s affairs at Lloyd’s if (save for the purpose of or in connection with business previously so underwritten) the Name ceases to carry on the business of underwriting at Lloyd’s;
but shall not be obliged (except where this Agreement expressly provides otherwise) to provide any of the services set out in clause 4 in relation to the business of underwriting and related activities carried on by the Name at Lloyd’s as a member of a syndicate or syndicates other than the Contracted Syndicates.
  5.2 If the Name has appointed a members’ agent other than the Agent as his co-ordinating agent:
	(a)	in substitution for the obligation imposed by paragraph (b) of clause 4, the Agent shall from time to time agree with the Name and inform the Name’s co-ordinating agent of the allocation of the Name’s overall premium limit among the Contracted Syndicates;
	[[(aa)	sub-paragraphs (g)(ii) and (iii) of clause 4 shall not apply in relation to the Agent;]]
	(b)	in substitution for the obligation imposed by paragraph (i) of clause 4, the Agent shall advise the Name as to the requirements for the time being of the Council and of any other competent authorities relating to the composition and levels of the Personal Reserve [[Sub-Fund, of any Overseas Fund, of any Special Trust Fund]] and the Special Reserve Trust Fund (if any) and [[shall advise the Name and the co-ordinating agent]] as to the levels thereof which the Agent considers it would be prudent for the Name to maintain;
	[[(ba)	paragraph (ia) of clause 4 shall not apply in relation to the Agent;]]
	(c)	paragraphs (j), (l) and (n) of clause 4 and paragraph (p) of clause 6.2 shall apply with the omission of references to the Name’s affairs at Lloyd’s;
	[(ca)	the Agent shall not be required by paragraph (n) of clause 6.2 to inform the Name of any amounts carried to the Personal Reserve for the purpose only of making future payments on account of or in respect of income tax;]
NOTE
	(d)	in addition to the services to be provided by it under clause 4, as varied by this clause 5.2, the Agent shall provide to the Name’s co-ordinating agent all such information and assistance as it may reasonably request in order to enable it to provide the services required by clause 4 [[(i) and]] (j) and clause 5.1 of the Members’ Agent’s Agreement between the Name and it; and
	(e)	the Agent shall comply with any requirement imposed by the Name’s co-ordinating agent:
	(i)	to reduce any allocation of the Name’s overall premium limit among the Contracted Syndicates; and […]
	(ii)	to direct the Members’ Agent’s Trustees [[(where and to the extent that an Old Premiums Trust Deed applies)]] and, so far as lies within its power, to cause the trustees of any other trust fund required or permitted to be maintained by the Name in connection with the Business to transfer any monies or other assets of the Name held by them or under their control to trustees of any other trust fund required or permitted to be maintained by the Name in connection with his underwriting business at Lloyd’s [;] [[or (so far as permitted by the relevant Overseas Direction) to cause the trustees of any Overseas Fund to hold, subject to the direction of the Name’s other members’ agents, any monies or assets which are for the time being held by those trustees or under their control in connection with the Name’s underwriting business at Lloyd’s and subject to the direction of the Agent]]
NOTE
[…]
NOTE
6. Duties of the Agent
  6.1 The Agent undertakes to the Name [, subject to clause 6.3(f),] that it will comply with Lloyd’s Acts 1871 to 1982 and with the requirements of the Council, and will have regard to the codes of practice from time to time promulgated or made by the Council, which are applicable to it as a members’ agent at Lloyd’s.
NOTE
  6.2 In providing services, performing its duties and exercising its powers under this Agreement the Agent shall, subject to clause 6.3:
Duties of care and skill
	(a)	use such skill, care and diligence as could reasonably be expected of a members’ agent carrying on business at Lloyd’s and as is necessary for the proper provision of services, performance of duties and exercise of powers by it under this Agreement;
Fiduciary duties
	(b)	act in what it believes to be the interest of the Name and not allow its personal interest to conflict with the obligations owed by it to the Name under this Agreement;
	(c)	account to the Name for any gain or profit it receives directly or indirectly in connection with the performance of this Agreement otherwise than as expressly permitted or contemplated by this Agreement;
	(d)	make full disclosure to the Name of any interests it may have or any duties it may owe which could give rise to a conflict of interest or duty in the performance of this Agreement;
Property and monies of the Name
	(e)	subject to clause 7.1(b), not use or apply any property which it receives or controls on behalf of the Name otherwise than for the benefit of the Name in accordance with the terms of this Agreement, the Premiums Trust Deed or any other applicable deed constituting a trust fund required or permitted to be maintained by the Name in connection with the Business and in particular the Agent shall not use or apply any such property for its own benefit;
	[(f)	at all times keep any property which it receives or controls on behalf of the Name separate from its own property;]
	(g)	forthwith pay all monies required by [any] Premiums Trust Deed or by law to be so paid by it into a trust account of the Members’ Agent’s Trustees [(where the Premiums Trust Deed concerned is an Old Premiums Trust Deed) or of the Regulating Trustee (where the Premiums Trust Deed concerned is a New Premiums Trust Deed)] to be held by them [or it] subject to the trusts of the [relevant] Premiums Trust Deed, and forthwith pay all monies required by the deed constituting the Special Reserve Trust Fund and by any other deed constituting a trust fund required or permitted to be maintained by the Name in connection with the Business to be so paid by it to the trustees of that trust fund to be held by them subject to the trusts of that deed;
NOTE
	[(h)	where and to the extent that an Old Premiums Trust Deed applies, direct:
	(i)	the Members’ Agent’s Trustees to pay to the trustees of the Premiums Trust Fund appointed by a managing agent of the Name any sums held by or under the control of the Members’ Agent’s Trustees, or
	(ii)	the trustees of any relevant Overseas Fund to pay or hold to the direction of that managing agent any sums held subject to the direction of the Agent;
		which, in either case, are requested by that managing agent to enable the relevant trustees, at the direction of the managing agent, to pay claims and necessary and reasonable expenses or outgoings made or incurred in connection with the Business and other amounts which can, under the terms of the relevant trusts, be paid from the Premiums Trust Fund or Overseas Fund, as the case may be (and which the Agent has not determined to direct the Members’ Agent’s Trustees or other relevant trustees to apply) for the purpose of meeting any such claims, expenses, outgoings or other amounts falling to be discharged by them or of satisfying any similar request made by another managing agent of the Name, subject, where applicable, to the proviso to clause 7.1(a);
	(ha)	calculate and promptly advise the Name of any amount of the Special Reserve Trust Fund (if any) which must, under the terms of the Special Reserve Trust Deed, be transferred into a Premiums Trust Fund;
	(i)	where and to the extent that the Old Premiums Trust Deed applies, cause to be placed on deposit or invested in accordance with the relevant trust deed all monies standing to the credit of the trust accounts of the Members’ Agent’s Trustees or the trustees of any Overseas Fund which are subject to the direction of the Agent which, in the opinion of the Agent, are not currently required for the satisfaction of claims and necessary and reasonable expenses and outgoings made or incurred in connection with the Business and other amounts which can, under the terms of the relevant trusts, be paid from the Premiums Trust Fund or Overseas Fund (as the case may be);
	(j)	(i)where and to the extent that an Old Premiums Trust Deed applies and subject to paragraph (ja) below and without prejudice to clause 6.3(dc) below, as soon as practicable following the receipt by the Members’ Agent’s Trustees or by the trustees of any Overseas Fund (subject to the direction of the Agent) where the relevant Overseas Direction permits payment directly to the Name of monies representing profits of the Business determine the amount to be retained pursuant to clause 7.1(e) and, subject to such determination, to any applicable requirement of the Council and to the provisions of the Premiums Trust Deed or other relevant deed, cause those monies to be promptly paid to or at the direction of the Name;
		(ii)where and to the extent that a New Premiums Trust Deed applies and without prejudice to clause 6.3(dc) below, as soon as practicable following receipt by the Regulating Trustee or by the trustees of any Special Trust Fund (subject to the direction of the Regulating Trustee) where the relevant Special Trust Direction permits payment directly to the Name of monies representing profits of the Name’s underwriting business at Lloyd’s determine the amount to be retained pursuant to clause 7.1(e) and, subject to such determination, to any applicable requirement of the Council and to the provisions of the Premiums Trust Deed or other relevant deed, promptly comply with paragraphs (g)(ii) and (iii) and (ia) of clause 4, where they apply;]
NOTE
Information
	(k)	[subject to paragraph (ma) below] promptly forward to the Name all such annual reports, personal accounts and other reports and documents received by it from the managing agents of the Contracted Syndicates as are for the time being required by the Council to be forwarded to the Name and all other information received by it from the managing agents of the Contracted Syndicates which it reasonably considers to be material;
	[(ka)	where the Agent has exercised its powers under clause 7.1(a) for the purpose of satisfying a request for funds made by the managing agent of a Contracted Syndicate in which the Name participates through a MAPA operated by the Agent or has itself requested funds under clause 9.1(a) for the purpose of making a payment in respect of such Contracted Syndicate, promptly forward to the Name, upon being requested by the Name so to do, a copy of the relevant audited annual report or statement (as the case may be) referred to in clauses 7.1(a) and 9.1(a) respectively;
NOTE
	(l)	[subject to paragraph (ma) below] itself prepare and send to the Name:
	(i)	together with the documents referred to in paragraph (k) above, such commentary (if any) on those documents as it reasonably considers to be appropriate; and
	(ii)	such reports and other documents as may for the time being be required by the Council to be so prepared and sent;
	(m)	[subject to paragraph (ma) below] disclose to the Name in good time any information in its possession relating to any of the Contracted Syndicates, or to any syndicate which the Agent has advised the Name to join or which the Name and the Agent have agreed that the Name should join, which could reasonably be expected to influence the Name in deciding whether to become or remain a member of, or to increase or reduce his participation in, any such syndicate, and use its reasonable endeavours to obtain any such information;
NOTE
	[(ma)	comply with the requirements of the Council (including requirements prescribing, restricting or regulating the disclosure or dissemination of information) directed to ensuring compliance with Part V of the Criminal Justice Act 1993, any other enactment for the time being in force relating to insider dealing and the requirements of the International Stock Exchange of the United Kingdom and the Republic of Ireland Limited or of any other stock exchange or investment exchange relating to the dissemination or publication of information affecting securities listed, quoted or traded on that exchange;]
NOTE
	(n)	without prejudice to paragraph (m) above [but subject to paragraph (e) of clause 6.3], promptly inform the Name if:
NOTE
	(i)	the Agent has served a notice pursuant to Clause 7.1(o) terminating the Name’s participation in a Contracted Syndicate [and inform the Name of the Name’s right to continue to participate in such syndicate in the event that the Name enters into an agreement in the form of the Standard Managing Agent’s Agreement [(General)] with the managing agent of such syndicate through the agency of another members’ agent by 31st October (or by any later date which the managing agent concerned may permit) of the year in which such notice was served];
NOTE
	[(ia)	the Agent has served a notice pursuant to clause 7.1(oa) terminating the Name’s participation in a Contracted Syndicate where such participation is through a MAPA operated by the Agent;]
	[[(ii)	where and to the extent that an Old Premiums Trust Deed applies, the Agent has applied any monies or other assets forming part of the Personal Reserve Sub-Fund pursuant to clause 7.1(a);
	(iii)	the Agent carries to the Personal Reserve Sub-Fund held under an Old Premiums Trust Deed or requests the Regulating Trustee to retain in the Personal Reserve Sub-Fund held under a New Premiums Trust Deed, in either case pursuant to clause 7.1(e), any amounts out of profits of the Business which would otherwise be payable to the Name;]]
	(iv)	any provision of this Agreement or of any Managing Agent’s Agreement to which the Name is a party is varied or amended by byelaw pursuant to clause 14.2 of this Agreement or, as the case may be, clause 15.2 of that Managing Agent’s Agreement; or
	(v)	the Agent exercises its powers of delegation under clause 7.1(i) or (j) in a manner which is material to the conduct of the Business as a whole;
	[(na)	if the Agent has served a notice pursuant to clause 11.5 terminating its appointment under this Agreement, promptly inform the Name of the Name’s right to continue to participate in any Contracted Syndicate in the event that the Name enters into an agreement in the form of the Standard Managing Agent’s Agreement [(General)] with the managing agent of such syndicate through the agency of another members’ agent by 31st October (or by any later date which the managing agent concerned may permit) of the year in which such notice was served;
NOTE
	(nb)	if the managing agent of any Contracted Syndicate has served a notice pursuant to clause 11.6 of the relevant Managing Agent’s Agreement terminating its appointment thereunder in relation to the Name and all of the other members of that syndicate for whom the Agent acts as members’ agent (save where such members and the Name only participate in the syndicate through a MAPA operated by the Agent), promptly inform the Name of the Name’s right to continue to participate in such syndicate in the event that the Name enters into an agreement in the form of the Standard Managing Agent’s Agreement [(General)] with the managing agent of such syndicate through the agency of another members’ agent by 31st October (or by any later date which the managing agent concerned may permit) of the year in which such notice was served;
NOTE
  […]
NOTE
	(o)	provide to the Name a statement of cash and other property held on his behalf by the Agent or by any trustee appointed by the Agent at the end of each year;
Record keeping and disclosure
	(p)	maintain proper records relating to all transactions effected by the Agent concerning the Business or the Name’s affairs at Lloyd’s, make those records available for inspection to the Name or his professional advisers upon request during reasonable business hours and (upon request and payment of a reasonable charge) provide copies of those records to the Name or to his professional advisers, provided however that all such records shall be the property of the Agent;
	(q)	use its best endeavours to obtain from the relevant managing agent copies of such accounting, statistical and other records relating to any Contracted Syndicate as the Name may reasonably request;
	(r)	if the Name has formulated a claim against the Agent or the managing agent of a Contracted Syndicate relating in whole or in part to the performance of the Agent’s duties under this Agreement or such managing agent’s duties under the Managing Agent’s Agreement between the Name and that managing agent, disclose to the Name or (as the case may require) use its best endeavours to obtain from the managing agent and disclose to the Name upon request all documents and information stored on computer records in the possession or under the control of the Agent or (as the case may be) the managing agent which are or may be relevant to any issue arising or likely to arise in connection with such claim and (upon request and payment of a reasonable charge) provide to the Name copies of those documents and memoranda in legible form of such information, provided that the Agent shall not be obliged to obtain or to disclose to the Name any document or information which the Agent or (as the case may be) the relevant managing agent could not be compelled to produce in the course of proceedings instituted by the Name in relation to any such claim;
Miscellaneous
	(s)	make available at the Agent’s usual place of business during usual business hours appropriate personnel for personal consultation with the Name as reasonably required by him; […]
NOTE
	(t)	on behalf of the Name, promptly serve such notices as the Name may request on the managing agent of any Contracted Syndicate (other than a Direct Syndicate) pursuant to and in accordance with the terms of the Managing Agent’s Agreement between the Name and that managing agent and promptly forward to the Name all such notices as may be served on it as members’ agent of the Name by the managing agent of any Contracted Syndicate under the relevant Managing Agent’s Agreement
	[(u)	comply with the requirements for the time being of the Council in relation to the holding of meetings of, among others, the members of the Contracted Syndicates.]
NOTE
  6.3 (a) The Agent shall not be treated as contravening paragraph (b) of clause 6.2 because of the existence of a personal interest if the existence, nature and extent of that interest have been fully disclosed to the Name in writing and the Name has agreed that the Agent may continue to act for him despite that interest.
  (b) Paragraph (c) of clause 6.2 shall not oblige the Agent to account to the Name for any gain or profit if the existence, nature and extent of that gain or profit have been fully disclosed to the Name in writing and the Name has agreed that it may be retained by the Agent.
  (c) Paragraph (b) of clause 6.2 shall not prevent the Agent from introducing the Name to membership of any syndicate of which the Agent is the managing agent or from acting as managing agent of and Direct Syndicate, and paragraph (c) of clause 6.2 shall not prevent the Agent from retaining any remuneration receivable by it in that capacity from the Name.
  (d) Paragraph (d) of clause 6.2 shall not require the Agent to disclose to the Name the fact that it is acting as a members’ agent for underwriting members of Lloyd’s other than the Name.
  [[(da) Paragraph (ha) of clause 6.2 shall not apply where the Name has appointed another member’s agent as his co-ordinating agent.
  (db) Paragraph (j)(i) of clause 6.2 shall not permit distribution of any amount which, when taken together with the amount of profits distributed or to be distributed to the Name from other premiums trust funds of the Name at the direction of another members’ agent of the Name, exceeds the amount calculated by its co-ordinating agent (for the purpose of determining the amount of profit which may be distributed to the Name) pursuant to clause 4(ia) or, where the Agent is not the Name’s co-ordinating agent, by the co-ordinating agent pursuant to clause 4(ia) of its agreement with the Name.
  (dc) Paragraph (j) of clause 6.2 shall not require the Agent to cause or direct payment of any amounts to be paid under that clause in sterling. The Agent may, unless it otherwise thinks fit or the Name otherwise requires, cause or direct payment in the currency in which those profits were received by the Members’ Agent’s Trustees or the Regulating Trustee or other relevant trustee.]]
  [(e) In relation to a Contracted Syndicate in which the Name participates through a MAPA operated by the Agent and not otherwise through the agency of the Agent, the Agent shall be treated as complying with paragraph (n) of clause 6.2 (in relation to any of the events described in sub-paragraphs (iv) and (v) of that paragraph) if it informs the Name of the relevant event in the next following [[[MAPA brochure sent to the Name in accordance with any requirements made by the Council under the Core Principles Byelaw (No. 34 of 1996, 330) or any other powers so enabling.]]]
NOTE
  [(f) Irrespective of any disciplinary or other action in respect thereof which may be taken by or under the authority of the Council under any byelaw, failure by the Agent to comply with any one or more of the Core Principles for Underwriting Agents set out in Schedule 2 to the Core Principles Byelaw (No. 34 of 1996) shall not of itself give rise to any right of action by the Name for breach of clause 6.1 or affect the validity of any transaction; but this paragraph shall not affect any liability of the Agent otherwise arising out of the same act or omission of the Agent whether in respect of breach of any other provision of this Agreement, other breach of contract, tort or otherwise.]
NOTE
7. Powers of the Agent
  7.1 The Name hereby authorises the Agent to exercise on his behalf such powers as are necessary or expedient for the provision by the Agent of the services and the performance by the Agent of the duties set out in this Agreement including (without limitation) the power:
Premiums Trust Fund
	(a)	[[where and to the extent that an Old Premiums Trust Deed applies:
	(i)	to apply or cause to be applied any monies or other assets forming part of the Personal Reserve Sub-Fund or of any part of an Overseas Fund subject to the direction of the Agent in or towards the satisfaction of claims and necessary and reasonable expenses and outgoings made or incurred in connection with the Business and other amounts which can, under the terms of the relevant trusts, be paid from the Premiums Trust Fund or Overseas Fund (as the case may be); and
	(ii)	to direct the Members’ Agent’s Trustees, in accordance with the provisions of the Premium Trust Deed (or where the Agent considers this appropriate) the trustees of the Overseas Fund and of any other trust fund required or permitted to be maintained by the Name in connection with the Business):
	(aa)	to pay; or
	(bb)	to put the trustees of the Premiums Trust Fund appointed by the managing agent of any Contracted Syndicate in funds; or
	(iii)	to instruct the trustees of any Overseas Fund to hold funds subject to the direction of the managing agent of any Contracted Syndicate instead of subject to the direction of the Agent;
		for the purpose of paying any such claims, expenses, outgoings or other amounts on behalf of the Name;]]
		provided however that [, save in relation to a request for funds made by a managing agent of a Contracted Syndicate in which the Name participates through a MAPA operated by the Agent,] [[or as otherwise permitted by the Council in connection with the operation of any Overseas Trust Fund]] the Agent may not so apply or cause to be applied any monies or other assets in or towards the satisfaction of any request for funds made by a managing agent unless the Name has first been supplied:
	(i)	if the request for funds is made for the purpose of satisfying an Audited Closed Year Loss, with an audited annual report prepared as at the date at which the relevant year of account was closed;
	(ii)	in any other case, with a statement signed by the managing agent of the syndicate in respect of which those monies or assets are required to be applied, accompanied by a report signed by the syndicate auditors, pursuant to clause 7.1(a) of the Managing Agent’s Agreement between the Name and that managing agent;
NOTE
	(b)	[where and to the extent that an Old Premiums Trust Deed applies,] to direct the Members’ Agent’s Trustees to pay out of the monies held by them or under their control and subject to the trusts of the Premiums Trust Deed all or any part of the fees and commission payable to the Agent under clause 8, as and when such fees and commission become payable;
	[(c)	where and to the extent that an Old Premiums Trust Deed applies, to exercise as the Agent shall think fit any powers, authorities and discretions granted to the Agent by the Premiums Trust Deed, any Overseas Direction and any other deed constituting a trust fund required or permitted to be maintained by the Name in connection with the Business with regard to investing in, acquiring, dealing in and realising assets in relation to monies, investments or other assets held by or under control of the Members’ Agent’s Trustees or trustees of the Overseas Fund or of any such other trust fund;
	[(ca)	to retain and apply income which is held in trust absolutely for the Name pursuant to clause 13(a) of an Old Premiums Trust Deed or 16(a) of a New Premiums Trust Deed or pursuant to any corresponding provision of any Overseas Direction or Special Trust Direction as if it were part of the Premiums Trust Fund, Overseas Fund or Special Trust Fund from which it has been excluded by the terms of the relevant clause or provision and so that the Agent shall have the same powers, discretions and authorities in relation to such income as it would were that income still held as part of the relevant Premiums Trust Deed, Overseas Fund or Special Trust Direction;]
NOTE
Financial transactions
	(d)	to enter into such transactions and arrangements with respect to investments (including, without limitation, the acquisition and disposal of investments which fall (or which would if made for investment purposes fall) within paragraphs 7, 8 or 9 of Schedule 1 to the Financial Services Act 1986) as may be necessary or expedient for the purposes of or in connection with the Business;
	[(da)	(i)to request on behalf of the Name that monies be applied out of the Central Fund or the New Central Fund for the purpose of paying, or putting the trustees of the premiums trust fund appointed by the managing agent of any Contracted Syndicate or the trustees of any Overseas Fund or Special Trust Fund held in respect of any Contracted Syndicate in funds for the purpose of paying, any claims, expenses or outgoings on behalf of the Name; and
		(ii)to apply or procure the application of any such monies in discharge of the Name’s obligations under clause 7.1(a) of the Managing Agent’s Agreement between the Name and the managing agent of any Contracted Syndicate;]
NOTE
Personal Reserve
	(e)	to direct the Members’ Agent’s Trustees or (as the case may be) request any other members’ agent appointed as co-ordinating agent by the Name to arrange the retention of or, if there is no co-ordinating agent, request the Regulating Trustee to retain subject to the trusts of the relevant Premiums Trust Deed or other relevant deed such amounts out of the moneys received by them or it or any other trustee in connection with the Name’s affairs at Lloyd’s which would otherwise be payable to the Name as the Agent considers prudent to retain in the Personal Reserve Sub-Fund or other relevant trust fund;]
NOTE
Regulation
	(f)	to take such action as is required of, or appropriate for, a members’ agent in complying on behalf of the Name or assisting the Name to comply with all laws, byelaws, regulations, rules, codes of practice, conditions and requirements applicable to the Name in connection with the Business and the Name’s affairs at Lloyd’s;
Legal proceedings
	(g)	to take in any part of the world, and in such name or names as the Agent thinks fit (whether or not including that of the Name), such legal or other proceedings as the Agent considers necessary or expedient in connection with the Business;
Power of attorney
	(h)	to sign and execute on behalf of the Name and as the attorney of the Name, in his name or otherwise, all deeds and documents relating to the Business or the Name’s affairs at Lloyd’s which the Name may be required by the Council to sign or execute or which the Agent may consider it necessary or expedient for the Name to sign or execute;
Delegation
	(i)	subject to any requirements of the Council, to delegate to any person or persons any or all of the services to be provided by it, any or all of the duties to be performed by it or any or all of the powers, including this power of delegation, to be exercised by it under this Agreement (but so that the Agent shall be responsible for the acts and omissions of any person to whom any such service, duty or power may be delegated) [provided that the Agent shall not be responsible for the acts and omissions of Lloyd’s or any subsidiary of Lloyd’s to which the Agent has made such a delegation pursuant to any express requirement of the Council to this effect];
NOTE
	(j)	without prejudice to paragraph (i) above, to substitute and appoint in its place an attorney or attorneys to exercise on behalf of the Name any or all of the powers conferred on the Agent by this Agreement and to revoke any such appointment and to appoint in the place of such attorney or attorneys a substitute or substitutes as the Agent thinks fit;
Taxation
	(k)	to make such returns, deliver such accounts, statements, reports and other documents and disclose such information, to make or procure to be made such payments on account or in respect of taxation and generally to do all such other acts and things as any taxation authority may properly require in relation to or in connection with the Business, and, to the extent that it is competent to do so, at its sole discretion to dispute or appeal against any assessment for taxation made by any taxation authority in relation to or in connection with the Business [, including by exercising any power the Agent may have under any Premiums Trust Deed, Overseas Direction or Special Trust Direction to direct payment of amounts due in respect of or in connection with such taxation];
NOTE
Regulatory authorities
	(l)	to disclose to Lloyd’s and to any other regulatory authority such information relating to the Business and the Name’s affairs at Lloyd’s as such authority may properly require;
	(m)	to disclose to Lloyd’s any breach by the Name of any requirement of the Council;
Miscellaneous
	(n)	to effect and accept on behalf of the Name service of notices, documents and other communications in connection with the performance of this Agreement and any Managing Agent’s Agreement between the Name and the managing agent of a Contracted Syndicate;
	(o)	to give notice (without being obliged under clause 2.2(c) to obtain the Name’s agreement) to terminate the Name’s participation in any Contracted
		Syndicate provided that at the same time the Agent also gives notice on behalf of all the other members of that syndicate for whom the Agent acts as members’ agent to terminate their participations in that syndicate; […
	(oa)	where the Name participates in any Contracted Syndicate through a MAPA operated by the Agent, to give notice (without being obliged under clause 2.2(c) to obtain the Name’s agreement) to terminate the Name’s participation in any such Contracted Syndicate provided that at the same time the Agent also gives notice on behalf of all the other members of the syndicate participating in that MAPA to terminate their participations in that syndicate through that MAPA; and]
NOTE
	[(ob)	as regards the Name’s participation in any Contracted Syndicate through a MAPA operated by the Agent, to exercise on behalf of the Name (without being obliged to obtain the Name’s agreement) all and any of the rights of the Name under clause 11A of the Managing Agent’s Agreement between the Name and the Managing Agent of the Contracted Syndicate:
	(i)	in so far as such exercise is necessary or expedient for the purpose of ensuring that all underwriting members who participate in that MAPA for a year of account participate in all the syndicates to which the MAPA relates and that their member’s syndicate premium limits (ignoring any part of such limits allocated otherwise than through the MAPA) bear the same proportion to each other for each such syndicate, in such manner and on such terms as the Agent may in its discretion think fit;
	(ii)	in any other case, in such manner and on such terms as the Name and the Agent may agree;]
NOTE
	[(oba)	as regards the Name’s participation in any Contracted Syndicate through a MAPA operated by the Agent, subject to and in accordance with any requirements of the Council, to exercise on behalf of the Name (without being obliged to consult or comply with any instructions of the Name) all and any rights of the Name in relation to any proposed surrender arrangement;
	(obb)	as regards the Name’s participation in any Contracted Syndicate other than through a MAPA operated by the Agent, subject to and in accordance with any requirements of the Council, to exercise on behalf of the Name any of the rights conferred on the Name in relation to any proposed surrender arrangement in accordance with the Name’s instructions;]
NOTE
	[(oc)	as regards the Name’s participation in any Contracted Syndicate through a MAPA operated by the Agent, subject to and in accordance with any requirements of the Council, to exercise on behalf of the Name (without being obliged to consult or comply with any instructions of the Name) all and any of the rights of the Name in relation to any proposed [[syndicate merger or syndicate cessation.]]
	(od)	as regards the Name’s participation in any Contracted Syndicate other than through a MAPA operated by the Agent, subject to and in accordance with any requirements of the Council, to exercise on behalf of the Name any of the rights conferred on the Name in relation to any proposed [[syndicate merger or syndicate cessation.]]
NOTE
	(p)	generally to enter into such contracts and arrangements as are necessary or expedient for the purposes of or in connection with the Business or to discharge any of the functions of the Agent under [or in connection with] this Agreement, [any] Premiums Trust Deed, [any] Special Reserve Trust Deed [any applicable Overseas Direction, any applicable Special Trust Direction] or any other deed constituting a trust fund required or permitted to be maintained by the Name in connection with the Business and for this purpose to incur and discharge or cause to be discharged such expenses as are necessary and reasonable;
	[(q)	to give such notifications as may from time to time be required under any trust deed under which any Lloyd’s deposit of the Name is held to permit the application of all or any part of that Lloyd’s deposit in connection with the Name’s affairs at Lloyd’s and in accordance with the terms of that trust deed.]
NOTE
  7.2 If the Name has appointed the Agent as his co-ordinating agent, the Name further authorises the Agent:
	(a)	[subject to any requirements of the Council,] to require other members’ agents of the Name to reduce any allocations of the Name’s overall premium limit made by them on behalf of the Name to the extent necessary to ensure that the aggregate of the Name’s members’s syndicate premium limits in respect of the syndicates of which the Name is a member for a particular year of account does not exceed the Name’s overall premium limit for that year of account; and [ . . . ]
NOTE
	[(b)	where and to the extent that an Old Premiums Trust Deed applies, to require other members’ agents of the Name to direct their members’ agent’s trustees or the trustees of any Overseas Fund or of any other trust fund required or permitted to be maintained by the Name in connection with his underwriting business at Lloyd’s to transfer monies or assets of the Name held by or under the control of those trustees and subject to the direction of the members’ agent in question to that part of the Overseas Fund or other trust fund which is subject to the direction of another members’ agent (including without limitation the Agent) or to members’ agent’s trustees of any other members’ agent (including without limitation the Agent) to the extent necessary to ensure that the Name satisfies the annual solvency test or to meet a request for funds duly made by a managing agent appointed by the Name;]
NOTE
	[(c) (i)	to make such returns, deliver such accounts, statements, reports and other documents and disclose such information, and to make or procure to be made such payments on account or in respect of income tax as are required by the Income and Corporation Taxes Act 1988, the Tax Acts (as defined in section 831 of that Act) and the Taxes Managements Acts 1970 and regulations made under any of those Acts in relation to or in connection with the Name’s underwriting business at Lloyd’s;
		  [[…]]
	(ii)	to the extent that it is competent to do so, at its sole discretion to dispute or appeal against any assessment for income tax or to apply for any relief in respect of income tax in relation to or in connection with the Name’s underwriting business at Lloyd’s.]
NOTE
  7.3 If the Name has appointed a members’ agent other than the Agent as his co-ordinating agent, then paragraphs [(e),] (f), (h) [,(l) and (q)] of clause 7.1 shall apply with the omission of references to the Name’s affairs at Lloyd’s.
NOTE
8. Remuneration
  8.1 The Name shall pay to the Agent as remuneration for the services of the Agent set out in clause 4 in relation to each year of account a fee on the basis, at the rate and at the times specified in Part A of Schedule 1.
  8.2 The Name shall pay to the Agent as remuneration for the services of the Agent set out in clause 4 in relation to each year of account a profit commission on the basis, at the rate and at the times specified in Part B of Schedule 1.
  8.3 If the Name has appointed the Agent as his co-ordinating agent, the Name shall, if so specified in Part C of Schedule 1 or in the memorandum appointing the Agent as the Name’s co-ordinating agent, pay to the Agent as remuneration for its services as co-ordinating agent a fee on the basis, at the rate and at the times specified in Part C of Schedule 1 or in the memorandum appointing the Agent as the Name’s co-ordinating agent.
  8.4 If the Agent performs the services set out in clause 4(l), the Name shall pay to the Agent a winding up fee on the basis, at the rate and at the time specified in Part D of Schedule 1.
  8.5 If the Agent performs the services set out in clause 4(m), the Name shall pay to the Agent such remuneration (if any) for providing those services as the Name and the Agent may agree.
  8.6 If the appointment of the Agent is terminated during a year by reason of the Name’s death or bankruptcy or otherwise by operation of law or under clause 11.6(b), the fee referred to in clauses 8.1 and (if applicable) 8.3 shall not be payable in respect of the corresponding year of account, and any amounts already paid or retained by the Agent in respect or on account of such fees shall promptly be paid to the Members’ Agent’s Trustees [or the Regulating Trustee, as the case may be] to be held by them subject to the trusts of the [relevant] Premiums Trust Deed.
NOTE
  8.7 If during a year the appointment of the Agent is terminated otherwise than in the circumstances set out in clause 8.6 or if a direction of administrative suspension is made in respect of the Name, the amount of the fees payable to the Agent under clauses 8.1 and (if applicable) 8.3 shall be:

A × P
365
where:
	A	is the amount of the fee which would have been payable to the Agent had the appointment of the Agent not been terminated or (as the case may be) a direction of administrative suspension not been made during the relevant year; and
	P	is the number of days in the relevant year prior to the termination of the Agent’s appointment or (as the case may be) the number of days in the relevant year on which the direction of administrative suspension was not in force.
  Upon determination of the amount of the fee payable to the Agent, such payment shall be made between the Agent and the Members’ Agent’s Trustees [or the Regulating Trustee, as the case may be] as shall ensure that the net amount received or retained by the Agent is equal to that amount after taking into account any amounts previously so paid or retained.
NOTE
  [8.8(a) Where VAT is charged under the Value Added Tax Act 1994 on the provision of any service or performance of any duty under the Agreement for the 2001 year of account or any subsequent year of account the Name shall pay to the Agent in addition to the fee, profit commission or other remuneration specified by this Agreement an amount equal to the VAT so charged.
  (b) Paragraph (a) shall not be taken to affect any question whether in relation to any service provided or duty performed for any year of account before the 2000 year of account the Name would be liable to pay to the Agent, in addition to any fee, profit commission or any other remuneration specified by this Agreement, an amount equal to any VAT charged on the provision of the service or performance of the duty.]
NOTE
9. Obligations of the Name
  9.1 (a) The Name shall ensure that at all times there are available sufficient funds subject to the trusts of the Premiums Trust Deed [[or, where relevant, of an Overseas Direction or Special Trust Direction]] and held by or under the control of the Members’ Agent’s Trustees [[, the Regulating Trustee or the trustees of the relevant Overseas Direction or Special Trust Direction]] to enable them [[or it (as the case may be)]] to put the trustees of [[a]] Premiums Trust Fund appointed by the managing agent of [[a]] Contracted Syndicate in funds [[, or to hold funds, subject to the directions of such a managing agent,]] for the purpose of paying [[…]] all claims and all necessary and reasonable expenses and outgoings made or incurred in connection with the Business and [[other amounts which can, under the terms of the
relevant trusts, be paid from the Premiums Trust Fund, Overseas Fund or Special Trust Fund (as the case may be) and shall comply with any request made by the Agent to make such funds available;]] provided however that [, save in relation to a request for funds made by a managing agent of a Contracted Syndicate in which the Name participates through a MAPA operated by the Agent,] the Name shall not be obliged to make any payment in or towards the satisfaction of any such request by the Agent for funds unless the Name has first been supplied:
	(i)	if the request for funds is made for the purpose of satisfying an Audited Closed Year Loss, with an audited annual report prepared as at the date at which the relevant year of account was closed;
	(ii)	in any other case, with a statement signed by the managing agent of the syndicate in respect of which the payment is requested, accompanied by a report signed by the syndicate auditors, pursuant to clause 7.1(a) of the Managing Agent’s Agreement between the Name and that managing agent.
NOTE
  (b) Any request for funds made under this clause shall specify the date for payment, which shall be not earlier than twenty-one days after the later of service of the request for payment and (if appropriate) submission of the statement signed by the managing agent, accompanied by the syndicate auditors’ report, referred to in paragraph (a) above.
  (c) If the Name fails to comply with any request made by the Agent pursuant to paragraph (a) above, the Name shall reimburse to the Agent any sums which the Agent may be obliged to pay to a managing agent of the Name pursuant to clause 4(b) of the Agents’ Agreement between the Agent and that managing agent.
  9.2 The Name shall comply with any request made by the Agent to make funds available for the purpose of complying with the requirements for the time being of the Council relating to solvency. The Agent shall provide to the Name such evidence that funds are required for this purpose as the Name may reasonably request.
  9.3 The Name shall promptly and diligently complete, sign or execute or otherwise deal with and return to the Agent or to the appropriate authority all documents forwarded to him by the Agent which are required to be completed, signed or executed or otherwise dealt with by the Name in connection with the Business or the Name’s affairs at Lloyd’s.
  9.4 The Name shall forthwith notify the Agent if:
	(a)	(i)  a bankruptcy petition is presented against the Name;
	(ii)	the Name makes or proposes any composition with his creditors or otherwise acknowledges his insolvency;
	(iii)	the Name makes an application to the court for an interim order pursuant to section 253 of the Insolvency Act 1986;
	(iv)	a bankruptcy order is made against the Name by the due process of law of any country;
	(v)	the Name is adjudicated bankrupt, or adjudicated or declared insolvent, by the due process of law of any country; . . .
	[(vi)	a proposal is made in respect of the Name under section 2 of the Insolvency Act 1986;
	(vii)	an order is made, a resolution is passed or an act, decree or other instrument is passed for the winding up or dissolution of the Name;
	(viii)	an administration order is made in respect of the Name under section 9 of the Insolvency Act 1986;
	(ix)	a receiver, trustee or analogous officer is appointed in respect of the whole or any material part of the Name’s property or assets;
	(x)	the Name or its directors present or file in any court a petition in respect of the Name’s bankruptcy, winding up or other insolvency or which seeks any reorganisation, dissolution or similar relief; or;]
NOTE
	[(xi)]	any action equivalent to any of the above is taken by or in respect of the Name;
	[(b)	the Name or a director or major shareholder of the Name is convicted of a reportable criminal offence within the meaning of the Membership Byelaw (No. 17 of 1993, 111); or]
NOTE
	(c)	there is any other change in the Name’s personal circumstances which is material to the Business.
  9.5 The Name shall inform the Agent of the appointment or proposed appointment of any members’ agent in addition to the Agent to act as his members’ agent and of the identity of any such other members’ agent by not later than 30th April in the year immediately preceding the beginning of the first year of account in relation to which that other members’ agent is to act as the Name’s members’ agent.
  9.6 If at any time more than one members’ agent is obliged to provide services as a members’ agent to the Name (whether in respect of the same or different years of account), the Name shall ensure that at all times one of those members’ agents is appointed to act as his co-ordinating agent and, if the Agent is not so appointed, the Name shall promptly notify the Agent of the identity of the co-ordinating agent.
10. Appointment of Substitute Agent
  10.1 If the Council for any reason appoints a Substitute Agent to act for the Name in place of the Agent, the appointment shall take effect on the terms set out in clause 10.2 and the Name shall be deemed to have agreed to the appointment of the Substitute Agent on those terms.
  10.2 The appointment of a Substitute Agent to act for the Name in place of the Agent shall take effect from such date and shall be on such terms as the Council may direct and may be terminated at any time by the Council. Subject thereto, the appointment of such a Substitute Agent shall be on the terms set out in this Agreement and this Agreement shall during the period of any such appointment take effect as if it had been made between the Name and the Substitute Agent.
  10.3 A Substitute Agent shall not be responsible for and shall have no liability in respect of any action taken or omission made by the Agent, whether before or after the appointment of the Substitute Agent.
  10.4 If a Substitute Agent is appointed to act for the Name in place of the Agent the remuneration payable by the Name under this Agreement for any year of account in respect of which services are performed by the Substitute Agent shall be apportioned between the Agent and the Substitute Agent in such manner as the Council may direct and, subject to any such direction, in such proportions as the Agent and the Substitute Agent may agree.
11. Commencement and termination
  11.1 This Agreement shall take effect when executed and shall apply in relation to the year of account specified in the first Syndicate List signed by both the Name and the Agent and to subsequent years of account unless and until the appointment of the Agent is terminated by operation of law or pursuant to any of the following provisions of this clause 11.
  11.2 The appointment of the Agent shall, subject to clause 11.7, terminate forthwith:
	(a)	if the Name ceases to be an underwriting member of Lloyd’s; or
	(b)	if the Name’s underwriting membership or underwriting is suspended by the Council consequent upon the outcome of disciplinary proceedings.
  11.3 (a) Except in so far as the Council may otherwise direct, the appointment of the Agent shall be suspended forthwith if the Agent ceases for any reason to be a members’ agent approved by the Council or if the Agent’s right to act as a members’ agent is suspended in whole or in part by the Council and, subject to the following provisions of this clause 11.3, shall terminate on the expiration of the period of seven days from the date of such cessation or suspension, or of such longer period as the Council may before the expiration of that seven day period allow.
  (b) Notwithstanding the suspension of the Agent’s appointment under paragraph (a) above it may before the expiration of the period referred to in that paragraph, with the prior approval of the Council and subject to and in accordance with clause 7.1(i), delegate the services to be provided, the duties to be performed and the powers to be exercised by it (or such services, duties and powers as may in the circumstances be appropriate) to a person or persons acceptable to the Council, in which case this Agreement shall, subject to the requirements of the Council, continue in effect (to the extent appropriate) between the Name and the person or persons to whom such services, duties and powers have been delegated.
  (c) If before the expiration of the period referred to in paragraph (a) above a Substitute Agent has been appointed by the Council to act for the Name in place of the Agent, this Agreement shall continue in effect, subject to clause 10.2, between the Name and that Substitute Agent.
  (d) If any suspension of the Agent’s right to act as a members’ agent is revoked or expires and the Agent thereafter continues to be a members’ agent approved by the Council, this Agreement shall on the termination of the delegation referred to in paragraph (b) above or (as the case may be) of the appointment of the Substitute Agent referred to in paragraph (c) above take effect again between the Name and the Agent.
  11.4 The Name may terminate the appointment of the Agent under this Agreement, subject to clause 11.7, by notice in writing given by the Name to the Agent by [30 September] (or by any later date which the Agent may in any particular case permit) in any year and expiring at the end of that year.
NOTE
  [11.5 The Agent may, with the prior approval of the Council and subject to clause 11.7, terminate its appointment under this Agreement by notice in writing given by the Agent to the Name by 31 May (or such later date as the Council may allow) in any year and expiring at the end of that year.]
NOTE
  11.6 The Agent may terminate its appointment under this Agreement, subject to clause 11.7, by not less than 48 hours’ notice in writing given to the Name if:
	(a)	the Name fails to comply with a request made by the Agent in accordance with clause 9.1 to pay monies [[…]] by the date specified under clause 9.1(b) as the date for payment;
	[(b)	any event falling within clause 9.4(a)(ii) to (xi) occurs in relation to the Name; or]
NOTE
	(c)	the Name becomes, through mental or other infirmity, incapable of managing his affairs, unless the Name has validly appointed an attorney under the Enduring Powers of Attorney Act 1985 and the instrument appointing the attorney has within a reasonable time of the Name becoming so incapable been registered by the Court.
  11.7 Upon the termination of the Agent’s appointment pursuant to the preceding paragraphs of this clause 11, the Agent’s authority under clause 2.2 shall also terminate. Subject to this and to any requirements of the Council for the time being applicable, the Agent shall be empowered and obliged following the termination of its appointment to wind up the Business and (if the Name has ceased to carry on the business of underwriting at Lloyd’s save for the purpose of or in connection with business previously so underwritten) those affairs of the Name at Lloyd’s in respect of which the Agent acts as the Name’s members’ agent. For these purposes, the Agent shall continue to have the powers, duties and discretions conferred by this Agreement:
	(a)	in relation to any matter arising out of business of the Contracted Syndicates or any of them allocated to a year of account which at the date of termination has not been closed, until that year of account is closed or, if it is not closed, until all matters arising from the business of that year of account have been determined; and
	(b)	so long as is necessary to enable the Agent to deal with and determine any other matters arising in connection with the Business or (if appropriate) the Name’s affairs at Lloyd’s;
except that, if the Name has agreed with another members’ agent that that other members’ agent will act as the Name’s members’ agent in respect of the Business and those affairs or any part thereof in succession to the Agent, such obligations, duties and powers of the Agent shall continue only so far and so long as is necessary to ensure the effective transfer of the Agent’s functions to that members’ agent.
  [11.7A The matters referred to in paragraphs (a) and (b) of clause 11.7 may include matters arising out of or in connection with business which is or is to be the subject of an Equitas reinsurance contract and the Agent shall in relation to any matters so arising continue to have the powers, duties and discretions conferred by this Agreement for as long as is necessary to enable those matters to be resolved.]
NOTE
  11.8 (a) Any appointment of the Agent as the Name’s co-ordinating agent shall apply, if made on the execution of this Agreement and set out in the Appendix, in relation to a year of account specified in the first Syndicate List signed by both the Name and the Agent or, if effected under clause 2.4, in relation to the year of account in which it is stated to take effect in the memorandum effecting the appointment and, in either case, to subsequent years of account unless and until either:
	(i)	the appointment of the Agent is terminated pursuant to the preceding paragraphs of this clause 11; or
	(ii)	the appointment of the Agent as the Name’s co-ordinating agent is terminated pursuant to paragraph (b) or (c) below.
  (b) The Name may terminate the appointment of the Agent as his co-ordinating agent (whether or not he also terminates the appointment of the Agent under clause 11.4) by notice in writing given to the Agent by [[20 October]] (or by any later date which the Agent may in any particular case permit) in any year and expiring at the end of that year[, provided that—
	(a)	if in any year the Council has undertaken to notify the Name on or before a specified date of the rate of the annual subscription under the Membership (Entrance Fees and Annual Subscriptions) Byelaw (No. 9 of 1987, 105), or of any contribution to the Central Fund under paragraph 4 of the Central Fund Byelaw (No. 4 of 1986, 506), or of both, which the Council proposes to prescribe or levy for the next succeeding year, notice may be given by or on behalf of the Name to the Agent within 30 days after the later of the date so specified and the actual date of such notification (but in any event before 1st January of the next succeeding year);
	(b)	if in any year the Council has given written notice to the Name pursuant to clause 8.2(b) of a Membership Agreement between the Council and the Name or any undertaking in like terms with that clause given by the Council in favour of the Name, notice may be given by or on behalf of the Name to the Agent within 30 days after the date of the Council’s notice (but in any event before 1st January of the next succeeding year)]
NOTE
  [, provided that:
	(a)	if in any year the Council has undertaken to notify the Name on or before a specified date of the rate of the annual subscription under the Membership (Entrance Fees and Annual Subscriptions) Byelaw (No. 9 of 1987, 105) or of [[any contribution to the New Central Fund under paragraph 4 of the New Central Fund Byelaw (No. 23 of 1996, 522),]] or of both, which the Council proposes to prescribe or levy for the next succeeding year, notice may be given by or on behalf of the Name to the Agent within 30 days after the later of the date so specified and the actual date of such notification (but in any event before 1 January of the next succeeding year);
	(b)	if in any year the Council has given written notice to the Name pursuant to clause 8.2(b) of a Membership Agreement between the Council and the Name or any undertaking in like terms with that clause given by the Council in favour of the Name, notice may be given by or on behalf of the Name to the Agent within 30 days after the date of the Council’s notice (but in any event before 1 January of the next succeeding year).]
NOTE
  (c) The Agent may terminate its appointment as the Name’s co-ordinating agent (whether or not it also terminates its appointment under clause 11.5) [by notice in writing given to the Name] by 31st May in any year and expiring at the end of that year.
NOTE

NOTE
  11.9 If a direction of administrative suspension is made by the Council in the Name, the powers, duties and discretions of the Agent under this Agreement shall while the direction remains in force continue only to such extent as is compatible with the direction.
12. Waiver of confidentiality
  12.1 In so far as necessary for the purposes of the exercise by the Council of powers contained in Lloyd’s Acts 1871 to 1982 or in byelaws or regulations made thereunder, but not further or otherwise, the Name hereby:
	(a)	consents to the persons listed in paragraphs (a), (b) and (c) of clause 12.2 providing to the Council any information or documents relating to the Business or the Name’s affairs at Lloyd’s or any part thereof, whether or not in response to a request by the Council; and
	(b)	authorises and directs the Agent to waive on its own behalf all duties of confidentiality owed to the Agent by either of the persons listed in paragraphs (b) and (c) of clause 12.2 in respect of such information or documents.
  12.2 The persons referred to in clause 12.1 are:
	(a)	the Agent;
	[(ab)	any person to whom the Agent has under clause 7.1(i) delegated any or all of the services to be provided by it, any or all of the duties to be performed by it or any or all of the powers to be exercised by it under this Agreement;]
	(b)	any managing agent with whom the Agent on behalf of the Name has entered into a Managing Agent’s Agreement in relation to the Business or any part thereof; and
	(c)	any auditor appointed by the Agent or by any such managing agent as is referred to in paragraph (b) above.
NOTE
13. Power of attorney for managing agents
  13.1 The Name hereby appoints the managing agent of each syndicate (other than a Direct Syndicate) of which the Name shall become a member through the agency of the Agent under this Agreement as his attorney on his behalf and in his name or otherwise to do all acts and things and to sign and execute all deeds and documents which that managing agent may consider necessary or expedient for the purposes of or in connection with the exercise of any of the powers of that managing agent under the Managing Agent’s Agreement between the Name and it relating to that syndicate.
  13.2 The Name hereby appoints the Agent, in its capacity as the managing agent of any Direct Syndicate of which the Name may become a member under this Agreement, as his attorney on his behalf and in his name or otherwise to do all acts and things to sign and execute all deeds and documents which the Agent may consider necessary or expedient for the purposes of or in connection with the exercise of any of the powers of the Agent under the Managing Agent’s Agreement between the Name and it relating to that Direct Syndicate.
  13.3 The powers conferred by this clause include the power for the relevant managing agent to substitute and appoint in its place an attorney or attorneys to exercise on behalf of the Name any or all of the powers conferred on that managing agent by the Managing Agent’s Agreement between the Name and it and to revoke any such appointment and to appoint in the place of such attorney or attorneys a substitute or substitutes as that managing agent thinks fit.
14. Variation
  14.1 None of the provisions of this Agreement, other than those provisions of Schedule 1 which are to be or may be completed or deleted by the parties, may be varied or amended in any manner whatsoever (otherwise than in consequence of the operation of clause 1.3, clause 10 or clause 14.2) without the written consent of the Council. Any permitted variation or amendment of this Agreement shall, subject as aforesaid, be in writing and signed by each of the parties.
  14.2 The Council may by byelaw vary or amend any of the provisions of this Agreement with effect from 1st January in any year provided that such date falls no sooner than eight months after the date of the relevant byelaw and each of the Name and the Agent hereby agrees that it will be bound by any such variation or amendment in accordance with its terms and that this Agreement will take effect as so varied or amended with effect from such date.
	[14.2	(a)The Council may by byelaw vary or amend any of the provisions of this Agreement with effect from 1st January in any year provided (subject to paragraph (b) below) that such date falls no sooner than eight months after the date of the relevant byelaw.]
NOTE
		[(b)The Council may by byelaw made no later than 31 January 2003 but with effect from 1 January 2003 vary or amend any of the provisions of this Agreement as it thinks necessary or expedient for the purpose of or in connection with the making or implementation of any byelaw or other requirement of the Council which may be made as a result of or in relation to any proposal contained in, arising from or developed in response to the proposals of the Chairman’s Strategy Group presented to the Council on 17 January 2002.]
NOTE
		(c)Each of the Name and the Agent hereby agrees that it will be bound by any such variation or amendment in accordance with its terms and that this Agreement will take effect as so varied or amended with effect from such date.]
NOTE
[14.3 Any agreement or arrangement (in either case whether or not legally binding and whether or not collateral to this Agreement) which has the effect of varying any of its terms (whether by altering the discretions, duties, rights or responsibilities of the agent or otherwise) shall for the purposes of clause 14.1 be treated as a variation of a term of this Agreement.]
NOTE
15. Arbitration
  15.1 Subject to clause 15.3, any dispute, difference, question or claim relating to this Agreement which may arise between the Agent and the Name shall be referred at the request of either party to arbitration in London by a sole arbitrator to be appointed, in default of agreement between the parties, by the Chairman or a Deputy Chairman of Lloyd’s for the time being.
  [15.1 Subject to clause 15.2, any dispute, difference, question or claim arising under out of or in connection with this Agreement shall be referred at the request of either the Agent or the Name to arbitration in London under the rules of the Lloyd’s Arbitration Scheme for the time being, which rules are deemed to be incorporated by reference into this clause.]
NOTE
  15.2 In conducting any arbitration provided for in this clause 15 the arbitrator shall not be bound by the strict rules of procedure or evidence. Save as aforesaid the statutory provisions for arbitration for the time being in force in England shall apply.
  [15.2 This clause 15 does not apply or applies as modified to any dispute, difference, question or claim in respect of which and to the extent to which the application of this clause 15 is excluded or modified by byelaw or by the Lloyd’s Arbitration Scheme.]
NOTE
  15.3 This clause 15 does not apply to any dispute, difference, question or claim which the Name, in accordance with the Modified Arbitration Procedure Byelaw (No. 14 of 1987), requests should be referred to arbitration under that byelaw, unless and until such a request is rejected under that byelaw.
NOTE
16. Agreement not a partnership
  16.1 Nothing in this Agreement shall constitute a partnership between the Name and the Agent or between the Name and any or all of the other members of the Contracted Syndicates.
  16.2 The Name and the Agent acknowledge that the association between the members of a syndicate for a year of account is made solely for the purposes of, and is limited to, the underwriting of insurance business allocated to that year of account and matters arising out of or in connection with insurance business so underwritten, and nothing in this Agreement shall be taken to create to give rise to any longer or further association or to constitute the syndicate as an entity continuing from year to year.
17. Notices
  Any notice under this Agreement shall be in writing (including telex or facsimile transmission) and may be served by personal delivery or by leaving it at or sending it by prepaid post (which shall in the case of a notice under clause 11 be recorded delivery or registered post) to the address of the relevant party set out above or otherwise notified from time to time hereunder or, in the case of a notice served by telex or facsimile transmission, by submitting it to such number as the party on whom it is to be served may from time to time notify to the other party. Any notice so served or document sent by post shall be deemed to have been received 72 hours from the time of posting, and any notice sent by telex or by facsimile transmission shall be deemed to have been received when evidence of its receipt is transmitted to the person sending it.
  [Provided that, if the Name is a body corporate and is not incorporated in the United Kingdom, it shall appoint an agent for service of notices under this Agreement and shall keep the Agent informed of any changes in that appointment. The first such agent shall be [ ].]
NOTE
18. Governing law and jurisdiction
  18.1 This Agreement is governed by, and shall be construed in accordance with, the laws of England.
  18.2 Each of the parties hereby irrevocably submits for all purposes of and in connection with this Agreement to the exclusive jurisdiction of the courts of England.IN WITNESS whereof this Agreement has been executed by or on behalf of the parties hereto the day and year set out in the Appendix.
Schedule 1. Agent’s Fees
[Schedule 1 to Schedule 1 of the Byelaw]
Part A: Annual Fee
  1. The fee payable to the Agent under clause 8.1 in relation to each year of account shall be:
in relation to the Name’s overall premium limit allocated by the Agent for that year of account other than through a MAPA operated by that Agent:
——% of the Name’s overall premium limit so allocated*
OR
£——*
OR
——% of the first £—— or any part thereof
——% of the next £—— or any part thereof
——% of the next £—— or any part thereof
——% of any excess over £——
of the Name’s overall premium limit so allocated*†
subject to a minimum/maximum* of £ ——*
AND/OR (where applicable) either:
	(a)	(where the Name is to belong to the sole MAPA operated by the Agent) in relation to the Name’s overall premium limit allocated by the Agent for that year of account through the MAPA operated by that Agent:
	——% of the Name’s overall premium limit so allocated*
	OR
	£——*
	OR
	——% of the first £—— or any part thereof
	——% of the next £—— or any part thereof
	——% of the next £—— or any part thereof
	——% of any excess over £——
	of the Name’s overall premium limit so allocated*
	subject to a minimum/maximum * of £——*†; or
	(b)	(where the Agent operates two MAPAs and the Name is to belong to both such MAPAs):
	(i)	in relation to the Name’s overall premium limit allocated by the Agent for that year of account through MAPA [insert number or other description] operated by that Agent:
		——% of the Name’s overall premium limit so allocated*
		OR
		£——*
		OR
		——% of the first £—— or any part thereof
		——% of the next £—— or any part thereof
		——% of the next £—— or any part thereof
		——% of any excess over £——of the Name’s overall premium limit so allocated*subject to a minimum/maximum * of £ *; and
	(ii)	in relation to the Name’s overall premium limited allocated by the Agent for that year of account through MAPA [insert number or other description] operated by that Agent:
		——% of the Name’s overall premium limit so allocated*
		OR
		£——*
		OR
		——% of the first £—— or any part thereof
		——% of the next £—— or any part thereof
		——% of the next £—— or any part thereof
		——% of any excess over £——of the Name’s overall premium limit so allocated*
		subject to a minimum/maximum * of £——*†.
  2. The fee payable to the Agent under Clause 8.1 calculated in accordance with paragraph 1 above shall be payable monthly/quarterly/annually in advance/arrears* on [date or dates*] in the year corresponding to the relevant year of account”; and
	(c)	in Part B of Schedule 1 (Agent’s fees), by deleting paragraph 1 in its entirety and substituting the following new paragraph 1:
		“1. Basis of calculation
		The profit commission payable to the Agent in respect of any year of account (the “Relevant Year”) shall be the specified percentage of the Name’s Overall Profit (if any) for the Relevant Year in respect of all the Contracted Syndicates, the Overall Profit being calculated in accordance with the following provisions of this Schedule.
		The specified percentage for this purpose is ——%*
		OR
		The specified percentage for this purpose shall be the amount set out below against the amount of the Name’s Overall Profit expressed as a percentage of the Name’s overall premium limit allocated by the Agent for that year of account.

	Name's Overall Profit	Specified percentage	
(i)	up to and including ——%	——%	
(ii)	in excess of ——% up to & including ——%	——%	
(iii)	in excess of ——%	——%*	

*As specified in the Appendix.
†This provision is optional.
NOTE
Part B: Profit Commission
1. Basis of calculation
  The profit commission payable to the Agent in respect of any year of account (the “Relevant Year”) shall be the specified percentage of the Name’s Overall Profit (if any) for the Relevant Year in respect of all the Contracted Syndicates, the Overall Profit being calculated in accordance with the following provisions of this Schedule.
  The specified percentage for this purpose is ——%*
2. Determination of underwriting profits and losses
  For the purposes of this Schedule, the profit or loss of each Contracted Syndicateshall, subject to paragraph 4, be the amount of the closed year of account profit or loss as specified in the audited underwriting account of that syndicate for the Relevant Year attributable to the Name, but any necessary adjustments shall be made to ensure that:
*As specified in the Appendix.
	(a)	investment income shall be taken into account before deduction of tax;
	(b)	capital appreciation and depreciation and profit or loss on the realisation of investments shall be taken into account before making any provision for tax thereon;
	(c)	foreign currency exchange gains and losses shall be taken into account;
	(d)	no deduction shall be made for any United Kingdom or overseas taxation on underwriting profits; and
	(e)	deductions shall be made for syndicate expenses, [for High Level Stop Loss Fund contributions,] for the Agent’s annual fee and for the managing agent’s annual fee and profit commission, but not for any other charges, costs or expenses incurred by the Name.
	[(e)	deductions shall be made for syndicate expenses, for Lloyd’s subscriptions, for Central Fund contributions [[, for New Central Fund contributions]], for High Level Stop Loss Fund contributions, for the Agent’s annual fee and for the managing agent’s annual fee and profit commission, but not for any other charges, costs or expenses incurred by the Name.]
NOTES
3. Deficit clause: basic calculation of Overall Profit
  The Name’s Overall Profit shall be calculated by aggregating the Name’s profit or loss in respect of all the Contracted Syndicates for the Relevant Year.
4. Deficit clause: run-off accounts
  (a) This paragraph applies where a year of account (a “Run-off Year”) of a Contracted Syndicate (a “Run-off Syndicate”) is not closed at the date at which it would normally have been closed in accordance with the policies and procedures generally adopted in respect of the Run-off Syndicate (the “Normal Closing Date”); provided that the expression “Run-off year” shall not include a year of account earlier than the 1990 year of account.
  (b) For the purpose of calculating the Name’s Overall Profit for the relevant year of account, the amount attributable to the Name of the run-off account result of the Run-off Syndicate as shown in the audited annual report prepared as at the Normal Closing Date, adjusted as provided in sub-paragraphs (a) to (e) of paragraph 2, shall be deemed to be the Name’s profit or loss in respect of the Run-off Syndicate for that year of account.
  (c) At each anniversary of the Normal Closing Date up to and including the date at which the Run-off Year is closed, the amount attributable to the Name of the result of the Run-off Year for the calendar year ended on that anniversary, as shown in the audited annual report of the Run-off Syndicate prepared as at that anniversary, shall be combined with the Name’s profit or loss in respect of the other Contracted Syndicates for the year of account closed at that anniversary and shall for the purpose of calculating the Name’s Overall Profit for that year of account be deemed to be a profit or loss of a Contracted Syndicate for that year of account.
5. Deficit clause: four year and other syndicates
  (a) In this paragraph “Standard Syndicate” means a syndicate each year of account of which is normally closed, in accordance with the policies and procedures generally adopted in respect of that syndicate, at the end of the period of three years beginning on the first day of the corresponding calendar year, and “Special Syndicate” means a syndicate each year of account of which is normally closed, in accordance with the policies and procedures generally adopted in respect of that syndicate, at the end of a longer period.
  (b) Where the Contracted Syndicates include both Standard Syndicates and a Special Syndicate the Name’s Overall Profit for any year of account (“the Specified Year”) shall be determined as at the date at which that year of account of the Standard Syndicates is or would normally have been closed. If a year of account of a Special Syndicate (an “Earlier Year”) also is or would normally be closed at that date, the Name’s profit or loss (or, where paragraph 4 applies, run-off account result) in respect of the Special Syndicate for that Earlier Year shall for the purpose of calculating the Name’s Overall Profit for the Specified Year be deemed to be a profit or loss (or, where paragraph 4 also applies, run-off account result) in respect of a Contracted Syndicate for the Specified Year and shall be taken into account accordingly in accordance with paragraphs 2 and 3.
  (c) If a year of account of a Special Syndicate is closed at a date at which no Standard Syndicate is or would normally have been closed, the Agent shall be entitled to profit commission at the rate applicable to that year of account on any profit of the Name arising on such closing, taking into account any run-off account result arising in respect of a Run-off Year at the date of closing but without any reference to, or adjustment for, the results for that year of account of any Standard Syndicate closed at an earlier date.
6. Payment
  The Agent’s profit commission shall be payable forthwith upon payment to the Name of [the amount due to the Name pursuant to clause 6.2(j) or, where and to the extent that a New Premiums Trust Deed applies, the giving of a direction to the Regulating Trustee pursuant to that clause (or the giving of such a direction by the Name’s co-ordinating agent pursuant to clause 6.2(j)(ii) of its agreement with the Name)] for the Relevant Year or of such part thereof as the Agent determines should be so paid having regard to clause 7.1(e) or to any applicable requirements of the Council, provided that, if the Agent determines not to pay to the Name any of the Name’s Overall Profit for the Relevant Year, the Agent’s profit commission shall be payable forthwith upon such determination.
NOTE
7. Interpretation
  In calculating the profit commission payable to the Agent, account shall be taken only of the results of syndicates of which the Name became a member through the agency of the Agent. Accordingly, in this Schedule the expression “Contracted Syndicate” does not include a syndicate of which the Name became a member otherwise than through the agency of the Agent (but so that if in respect of the first year of account in respect of which the Agent acts as the Name’s members’ agent the Name continues to be a member of a syndicate of which he was previously a member, the Name shall for the purposes of this paragraph be treated as becoming a member of that syndicate for that year of account through the agency of the Agent).
Part C: Co-ordinating Agent’s Fee
If the details set out below are completed, the fee payable to the Agent as remuneration for its services as co-ordinating agent in relation to each year of account shall be:
——% of the Name’s overall premium limit allocated for that year of account*
OR
£——*
OR
——% of the first £——or any part thereof
——% of the next £——or any part thereof
——% of the next £——or any part thereof
——% of any excess over £——
of the Name’s overall premium limit allocated by the Agent for that year of account*
OR
[Alternative basis of remuneration]*
subject to a minimum/maximum* of £——*†
payable monthly/quarterly/annually* in advance/arrears* on [date or dates*] in the year corresponding to the relevant year of account.
*As specified in the Appendix or in the memorandum appointing the Agent as the Name’s co-ordinating agent.
†This provision is optional.
Part D: Winding up Fee
The fee payable to the Agent under clause 8.4 shall be:
£——*
OR
——% of the Name’s overall premium limit allocated by the Agent for the last year of account of the Business*
OR
——% of the first £——or any part thereof
——% of the next £——or any part thereof
——% of the next £——or any part thereof
——% of any excess over £——
of the Name’s overall premium limit allocated by the Agent for the last year of account of the Business*
OR
the same amount as the annual fee payable to the Agent in respect of the last year of account of Business*
subject to a minimum/maximum* of £——*†
payable at the commencement of the winding up.
*As specified in the Appendix.
†This provision is optional.
Schedule 2. The Standard Agents’ Agreement
[Schedule 2 to Schedule 1 of the Byelaw]
[Form of Standard Agents’ Agreement]
Schedule 3. The Standard Managing Agent’s Agreement
[Schedule 3 to Schedule 1 of the Byelaw]
[Form of Standard Managing Agent’s Agreement]
NOTE
Schedule 2. The Agents’ Agreement
THIS AGREEMENT is made on
................................................................................................................
BETWEEN:
		(1) ........................................................................ whose registered/principal office is at
		..................................................................................................
		(the “Members’ Agent”); and
		(2) ........................................................................ whose registered/principal office is at
		..................................................................................................
		(the “Managing Agent”).
WHEREAS
	(A)	The Members’ Agent has been appointed by certain underwriting members of Lloyd’s to act as their members’ agent in respect of all or part of their underwriting business and affairs at Lloyd’s.
	(B)	Such underwriting members wish to conduct underwriting business at Lloyd’s as members of one or more syndicates in relation to which the Managing Agent is the managing agent and have authorised the Members’ Agent on their behalf to enter into an agreement with the Managing Agent to govern the conduct of such underwriting business.
	(C)	The Members’ Agent and the Managing Agent wish to establish certain obligations between themselves in order to enable them to fulfil their respective obligations as members’ agent and as managing agent for such underwriting members of Lloyd’s.
NOW IT IS AGREED as follows:
1. Interpretation
  1.1 In this Agreement, unless the context otherwise requires:
“Agents’ Syndicate List” means a schedule prepared in respect of a year of account listing the Relevant Syndicates for that year of account and specifying in relation to each Relevant Syndicate the Names who are members of that syndicate, each Name’s member’s syndicate premium limit, the basis and level of the Managing Agent’s remuneration payable by each of the Names and the amount to be paid to the Members’ Agent by the Managing Agent’s Trustees in respect or on account of remuneration under clause 3(h), [and where applicable, the formulae for ascertaining such syndicate premium limit and remuneration] and containing such other particulars as may for the time being be required by the Council;
NOTE
[“the Business”, in relation to a Name, means the business of underwriting and related activities carried on by the Name at Lloyd’s and in respect of which the Managing Agent is appointed managing agent of the Name in accordance with clause 2 of this Agreement;]
NOTE
the “Council” means the Council of Lloyd’s and includes its delegates and persons by whom it acts;
[“Equitas reinsurance contract” has the meaning given in the Reconstruction and Renewal Byelaw (No. 22 of 1995, 519);]
NOTE
[“Excluded Name” means an individual member of Lloyd’s who:
	(i)	is not underwriting for the 1999 year of account;
	(ii)	did not accept the settlement offer made by Lloyd’s under paragraph 8 of the Reconstruction and Renewal Byelaw (No. 22 of 1995, 519); and
	(iii)	at 31 December 1998 had Specified Litigation Recoveries (as defined in any Premiums Trust Deed executed by that member) held on his behalf by any firm of solicitors or other person or by the Members’ Agent’s Trustees (but where held by the Members’ Agent’s Trustees only if so held under and subject to clause 5(b) of the Schedule to that Premiums Trust Deed)
  but such a person shall remain an Excluded Name only for so long as Lloyd’s has not amended his Premiums Trust Deed or Deeds into one of the forms prescribed by the Council on 10 December 1998 (as amended from time to time);]
NOTE
[the “Lloyd’s Arbitration Scheme” means any rules made or any scheme established from time to time by a special resolution of the Council or by byelaw in relation to the conduct of arbitrations;]
NOTE
“managing agent” means an underwriting agent which is listed as a managing agent on the register of underwriting agents maintained under the Underwriting Agents Byelaw (No. 4 of 1984, 101) and which is appointed by an underwriting member of Lloyd’s to provide services and perform duties of the same kind and nature as those set out in the Standard Managing Agent’s Agreement [(General)] in respect of a particular syndicate;
NOTE
“Managing Agent’s Agreement” means an agreement between a Name and a managing agent of that Name in the terms of the Standard Managing Agent’s Agreement [(General)];
NOTE
“Managing Agent’s Trustees” means those trustees of the Premiums Trust Funds appointed by the Managing Agent in its capacity as the Names’ managing agent pursuant to the Premiums Trust Deeds;
“members’ agent” means an underwriting agent which is listed as a members’ agent on the register of underwriting agents maintained under the Underwriting Agents Byelaw (No. 4 of 1984, 101) and which is appointed by an underwriting member of Lloyd’s to provide services and perform duties of the same kind and nature as those set out in the Standard Members’ Agent’s Agreement;
“Members’ Agent’s Agreement” means an agreement between a Name and a members’ agent in the form of the Standard Members Agent’s Agreement;
“Members’ Agent’s Trustees” means [the trustees for the time being of [[each Old Premiums Trust Deed]] designated thereunder as Members’ Agent’s Trustees thereof;]
NOTE
[“member’s syndicate premium limit” has the meaning given to it in the Membership Byelaw (No. 17 of 1993, 111);]
NOTE
“Names” means those underwriting members of Lloyd’s for whom the Members’ Agent acts as members’ agent and whose names are from time to time set out in the Agents’ Syndicate List and includes [(i)] their executors or administrators, trustees in bankruptcy and any receiver appointed under the Mental Health Act 1983 and any person performing similar functions in any jurisdiction [(ii) on the dissolution of a Scottish Limited Partnership, any general partner];
NOTE
[“New Premiums Trust Deed” means the form or forms of Premiums Trust Deed executed or to be executed by each Name who is not, or has ceased to be, an Excluded Name and applying in respect of his or its Business, being in a form approved by the Council on 2 October or 10 December 1998 (in each case as amended from time to time);
“Old Premiums Trust Deed” means:
	(i)	the form or forms of Premiums Trust Deed executed by each Name who is an Excluded Name and (for so long as he remains such) applying in respect of his Business;
	(ii)	the form or forms of Premiums Trust Deed (other than any deed in the form of a New Premiums Trust Deed) executed by each Name who is not an Excluded Name and is underwriting for the 1999 year of account, and applying in respect of his or its Business (or any part of it) unless and until amended into one of the forms prescribed by the Council on 10 December 1998 (as amended from time to time) or into a form which provides to the Premiums Trust Fund held under it to be held on trust to transfer to the trust fund held under a New Premiums Trust Deed;]
NOTE
“overall premium limit” has the meaning given to it in the Membership Byelaw [(No. 17 of 1993)];
NOTE
[“Overseas Direction” has the meaning given in an Old Premiums Trust Deed;]
NOTE
[“Premiums Trust Deed” means a trust deed (other than a Special Trust Direction or an Overseas Direction) executed or to be executed by each of the Names, in a form for the time being required by the Council and approved by the Treasury (or its predecessor, the Secretary of State) for the purposes of section 83 of the Insurance Companies Act 1982 and constituting the Premiums Trust Fund;]
NOTE
“Premiums Trust Fund” means the trust fund [or funds] to which all premiums received by or on behalf of a Name in respect of the underwriting business carried on by him at Lloyd’s are required to be transferred by section 83 of the Insurance Companies Act 1982;
NOTE
“Relevant Syndicate” means a syndicate of which any of the Names is a member and in respect of which the Members’ Agent acts as his members’ agent and of which the Managing Agent is the managing agent, and the “Relevant Syndicates” means all of such syndicates;
[“Scottish Limited Partnership” has the meaning given in the Membership Byelaw (No. 17 of 1993, 111);
“Special Trust Direction” has the meaning given in a New Premiums Trust Deed;]
NOTE
“Standard Members’ Agent’s Agreement” means the form of agreement between an underwriting member of Lloyd’s and a managing agent prescribed by the Agency Agreements Byelaw (No. 8 of 1988, 310);
“Standard Managing Agent’s Agreement [(General)]” means the form of agreement between an underwriting member of Lloyd’s and a members’ agent prescribed by the Agency Agreements Byelaw (No. 8 of 1988, 310);
NOTE
“Substitute Agent” means a person appointed by the Council to act as agent for an underwriting member of Lloyd’s pursuant to the Substitute Agents Byelaw (No. 20 of 1983);
“syndicate” means a group of underwriting members of Lloyd’s underwriting insurance business at Lloyd’s through the agency of a managing agent to which a particular syndicate number is assigned by the Council;
“Syndicate and Arbitration Agreement” means an agreement to be entered into in relation to each Relevant Syndicate between the Managing Agent, the Names, the Members’ Agent, the other members of that Relevant Syndicate and the members’ agents through the agency of which those other members participate in that Relevant Syndicate, in the form set out in Schedule 2 to the Standard Managing Agent’s Agreement [(General)];
NOTE
“syndicate premium income” has the meaning given to it in the Syndicate Premium Income Byelaw (No. 6 of 1984, 201); and
[“Treasury” means Her Majesty’s Treasury (or such other authority as has for the time being succeeded to its functions under section 83 of the Insurance Companies Act 1982);]
NOTE
“year” means a calendar year, except when used to refer to a year of account.
	1.2	(a)For the purpose of interpreting references in this Agreement to a syndicate and like expressions, unless the context otherwise requires:
	(i)	the several groups of underwriting members of Lloyd’s to which in successive years a particular syndicate number is assigned by the Council shall be treated as the same syndicate, notwithstanding that they may not comprise the same underwriting members with the same individual participation (and where two or more numbers are assigned to a group of underwriting members, the number which appears first in the list of syndicates published by the Council and specified by the Council for the purposes of this paragraph shall be the number taken into account for the purposes of this paragraph); and
	(ii)	references to assets or liabilities of a member of a syndicate, or to any thing done by or to a member of a syndicate or by or to any person on his behalf, shall be construed as references to assets employed or liabilities incurred by him, or to things done by or to him or such other person on his behalf, in the course of or in relation to the underwriting business carried on by him through that syndicate.
	(b)	Where a managing agent manages two or more syndicates which comprise the same underwriting members participating in the same proportions and the Managing Agent, in accordance with the Syndicate Accounting Byelaw [(No. 18 of 1994)], groups those syndicates together and treats them as a single syndicate for the purposes of that byelaw, those syndicates shall also be treated as a single syndicate for the purposes of this Agreement.
NOTE
  [1.2A For the purpose only of interpreting references in this Agreement to underwriting for the 1999 year of account and like expressions, any Name who has duly executed or is to execute a Premiums Trust Deed in the form prescribed by the Council on 2 October 1998 which form has also been or will be duly executed by Lloyd’s shall be treated as underwriting for the 1999 year of account.]
NOTE
  1.3 No provision of this Agreement shall have effect to the extent that it is contrary to Lloyd’s Acts 1871 to 1982 or to any requirement of the Council which is for the time being applicable on the Members’ Agent or to the Managing Agent.
  1.4 References in this Agreement to requirements of the Council are to any requirement imposed by any byelaw or regulation made under Lloyd’s Acts 1871 to 1982, any condition or requirement imposed or direction given under any such byelaw or regulation, any direction given under section 6 of Lloyd’s Act 1982, any requirement imposed by or under any undertaking given by a Name to Lloyd’s or to the Council and any other requirement imposed or direction given by the Council under Lloyd’s Acts 1871 to 1982; and the phrase “required by the Council” and similar phrases shall be construed accordingly.
  1.5 References in this Agreement to the “Members’ Agent” and the “Managing Agent” include, where any such agent is a partnership, any persons who are for the time being carrying on, under whatever name or style, the business of that partnership, and include any Substitute Agent.
  1.6 Any reference in this Agreement to an enactment, byelaw or regulation is a reference to it as already amended and includes a reference to any repealed enactment or any revoked byelaw or regulation which it may re-enact, with or without amendment, and to any future re-enactment or amendment of it.
  1.7 The headings in this Agreement shall not affect its interpretation.
2. Appointment of the Managing Agent
  2.1 The Members’ Agent and the Managing Agent agree that by signing an Agents’ Syndicate List in respect of any year of account to which this Agreement applies:
	(a)	the Members’ Agent will be deemed to confirm that it has entered into a Members’ Agent’s Agreement and a Premiums Trust Deed with each of the Names and that each such Members’ Agent’s Agreement and Premiums Trust Deed remains in full force and effect; [[Provided that this confirmation, in relation to each Name in so far as it concerns Premiums Trust Deeds, shall be limited to a confirmation that, where an Old Premiums Trust Deed applies in respect of the Business of the Name in question (or any part of it), the Members’ Agent (or any members’ agent to which the Members’ Agent is a direct or indirect successor in conducting or winding up the Business or relevant part) has entered into a Premiums Trust Deed which remains in full force and effect;]]
	(b)	the Members’ Agent on behalf of each of the Names will be deemed to appoint the Managing Agent as the managing agent of that Name (or, in the case of a Relevant Syndicate of which that Name is already a member, to agree that the appointment of the Managing Agent as his managing agent is to continue), and the Managing Agent will be deemed to agree to act (or to continue to act) as the managing agent of that Name, in respect of the syndicate or syndicates in which that Name is shown as participating in the Agents’ Syndicate List for that year of account on the terms of the Standard Managing Agent’s Agreement [(General)], with such allocations of the Name’s overall premium limit, and for a remuneration on such basis and at such level, as are specified in [, or ascertained in accordance with formulae specified in] the Agents’ Syndicate List.
NOTE
  2.2 By signing an Agents’ Syndicate List in respect of a particular year of account the Members’ Agent and the Managing Agent shall also be deemed to agree in the same terms the matters referred to in clause 2.1 in respect of subsequent years of account [[, subject to any reduction in the member’s syndicate premium limit of any Name arising as a result of a reduction made in accordance with the Syndicate Pre-emption Byelaw (No. 19 of 1997, 333) by the Managing Agent;]] unless and until that Agents’ Syndicate List is replaced by a new Agents’ Syndicate List signed by the Members’ Agent and the Managing Agent or this Agreement is terminated.
  2.3 In relation to any syndicate (a “Provisional Syndicate”) in respect of which the Managing Agent is the managing agent and any of the Names is to be a Provisional Insurer within the meaning of clause 8.2 of the Standard Managing Agent’s Agreement by virtue of paragraph (b) or (c) of that clause, the Members’ Agent may:
	(a)	enter on behalf of any such Name into an agreement in the terms of the Standard Managing Agent’s Agreement [(General)] with the Managing Agent; and
NOTE
	(b)	agree with the Managing Agent the amount of the relevant Names’ overall premium limits to be allocated to the Provisional Syndicate and the basis and level of the Managing Agent’s remuneration;
by signing a written memorandum recording their agreement or in such other manner as the Members’ Agent and the Managing Agent may agree.
  [2.4 Each of the Members’ Agent and the Managing Agent agrees that it will do all such acts and things and execute all such documents as shall be necessary or expedient on its part:
	(a)	to give effect to any exercise by or on behalf of any Name of the rights conferred by clause 11A of a Managing Agent’s Agreement between that Name and the Managing Agent relating to a Relevant Syndicate;
	(b)	where a nomination or nominations have been made under that clause in respect of part only of a Name’s Prospective Participation, to enable that Name to underwrite as a member of the Relevant Syndicate for the Succeeding Year with a member’s syndicate premium limit equal to the remaining part (and for this purpose the expressions “Name’s Prospective Participation” and “Succeeding Year” have the meanings respectively given to them by that Managing Agent’s Agreement);
	(c)	to give effect to any election made by a Name under clause 3.6 of the Members’ Agent’s Agreement between that Name and the Members’ Agent which affects any Relevant Syndicate in which the Name underwrites through the MAPA with a member’s syndicate premium limit not less than the minimum for the time being prescribed by the Council for the purposes of that clause.]
NOTE
3. Duties of the Managing Agent
  The Managing Agent shall:
	(A)	provide to the Members’ Agent such information in its possession in relation to each of the Relevant Syndicates as is necessary to enable the Members’ Agent to perform its obligations to each of the Names under the Members’ Agent’s Agreement between it and that Name and to comply with the requirements of the Council; and
	(B)	perform its functions under the Premiums Trust Deed between each of the Names and the Members’ Agent [or Lloyd’s, as the case may be,] and under the Managing Agent’s Agreement entered into by it with each of the Names [and under any applicable Overseas Direction or Special Trust Direction] so as to enable the Members’ Agent to perform those obligations and comply with those requirements;
and in particular in (but without limitation) shall:
NOTE
Information and reporting
	(a)	prepare and send to the Members’ Agent such annual reports, personal accounts and other reports and documents in respect of the Relevant Syndicates as are for the time being required by the Council to be so prepared and sent;
	(b)	[subject to paragraph (ca) below] disclose to the Members’ Agent in good time any information in its possession relating to any of the Relevant Syndicates and its activities, or any developments in respect of those activities, which could reasonably be expected to influence any of the Names in deciding whether to become or remain a member of, or to increase or reduce his participation in, that syndicate;
	(c)	without prejudice to paragraph (b) above, promptly inform the Members’ Agent if a decision is made by or on behalf of the Managing Agent to allow a year of account of any of the Relevant Syndicates to remain open after the date as at which it would normally have been closed (in which event the Managing Agent shall also inform the Members’ Agent of the reasons for that decision);
	[(ca)	comply with the requirements of the Council (including requirements prescribing, restricting or regulating the disclosure or dissemination of information) directed to ensuring compliance with Part V of the Criminal Justice Act 1993, any other enactment for the time being in force relating to insider dealing and the requirements of the International Stock Exchange of the United Kingdom and the Republic of Ireland Limited or of any other stock exchange or investment exchange relating to the dissemination or publication of information affecting securities listed, quoted or traded on that exchange;]
NOTE
	(d)	comply with the requirements for the time being of the Council in relation to the preparation and filing of syndicate constitutions in relation to the Relevant Syndicates;
	[(da)	comply with the requirements of the Council for the time being in relation to the holding of meetings of, amongst others, the members of the Relevant Syndicates;]
NOTE
Record keeping and disclosure
	(e)	make available for inspection to the Members’ Agent upon request during usual business hours all accounting, statistical and other records maintained by it in relation to each Relevant Syndicate and all accounting and other records maintained by it in relation to each Premiums Trust Fund and (upon request and payment of a reasonable charge) provide copies of those records to the Members’ Agent;
	(f)	if any of the Names has formulated a claim against the Managing Agent relating in whole or in part to the performance of the Managing Agent’s duties under the relevant Managing Agent’s Agreement, disclose to the Members’ Agent upon request all documents and information stored on computer records in its possession or under its control which are or may be relevant to any issue arising or likely to arise in connection with such claim and (upon request and payment of a reasonable charge) provide copies of those documents and memoranda in legible form of such information to the Members’ Agent, provided that the Managing Agent shall not be obliged to disclose to the Members’ Agent any document or information which the Managing Agent could not be compelled to produce in the course of proceedings instituted by the Name in relation to any such claim;
Premiums Trust Fund
	(g)	perform its functions under each of the Premiums Trust Deeds entered into between the Members’ Agent [or Lloyd’s, as the case may be,] and each of the Names [and under or in connection with any applicable Overseas Direction or Special Trust Direction]; and
NOTE
	(h)	direct the Managing Agent’s Trustees from time to time, subject to any applicable requirements of the Council, to pay to the Members’ Agent such sums in respect or on account of the remuneration payable by each of the Names to the Members’ Agent as are specified in the Agents’ Syndicate List.
4. Duties of the Members’ Agent
  The Members’ Agent shall:
	(A)	provide to the Managing Agent such information in its possession in relation to each of the Names as is necessary to enable the Managing Agent to perform its obligations to each of the Names under the Managing Agent’s Agreement entered into by it with that Name and to comply with the requirements of the Council; and
	[(B)	shall perform its functions under the Premiums Trust Deed, under the Members’ Agent’s Agreement entered into by it with each of the Names and under or in connection with any applicable Overseas Direction or Special Trust Direction so as to enable the Managing Agent to perform those obligations and comply with those requirements;]
and in particular (but without limitation) shall:
Underwriting liabilities
	(a)	[use its best endeavours to procure that each of the Names complies with his obligation under clauses 9.1(a) of the Members’ Agent’s Agreement between that Name and the Members’ Agent;]
NOTE
	(b)	reimburse to the Managing Agent all reasonable legal and other costs and expenses incurred by it in taking action to recover from a Name any sums payable by that Name under clause 7.1(a) of the Managing Agent’s Agreement between that Name and the Managing Agent in respect of claims or necessary and reasonable expenses or outgoings made or incurred in connection with the underwriting business carried on by that Name at Lloyd’s, provided however that the Members’ Agent shall not be obliged to reimburse such costs and expenses to the Managing Agent if the Managing Agent has not allowed the Members’ Agent a reasonable opportunity to comply with its obligations under paragraph (a) above in relation to that Name;
Information
	(c)	notify the Managing Agent:
	(i)	promptly if it becomes aware of any material breach by a Name of the Members’ Agent’s Agreement between that Name and the Members’ Agent or of any grounds by reason of which it could terminate that Members’ Agent’s Agreement;
	(ii)	forthwith if it receives any notice from a Name under clause 9.4(a) or (b) of the Members’ Agent’s Agreement between that Name and the Members’ Agent;
	(iii)	forthwith if it receives from a Name or serves on a Name notice of termination of the Members’ Agent’s Agreement between that Name and the Members’ Agent;
	(iv)	forthwith if the Members’ Agent’s Agreement between a Name and the Members’ Agent is terminated; [
	(v)	forthwith if the Members’ Agent has served a notice under clause 7.1(o) of the Members’ Agent’s Agreement; and]
NOTE
	[(ca)	comply with the requirements of the Council for the time being in relation to the holding of meetings of, among others, the members of the Relevant Syndicates;]
NOTE
Miscellaneous
	(d)	receive on behalf of any Name and promptly forward to him such notices as the Managing Agent may serve on it as members’ agent of that Name under the relevant Managing Agent’s Agreement [; and
	(da)	comply with any requirements for the time being of the Council in relation to the preparation and filing of syndicate constitutions in relation to the Relevant Syndicates.]
NOTE
5. Commencement and termination
  5.1 This Agreement shall take effect when executed and shall apply in relation to the year of account specified in the first Agents’ Syndicate List signed by both the Members’ Agent and the Managing Agent and to subsequent years of account unless and until terminated pursuant to any of the following provisions of this clause 5.
  5.2 This Agreement shall terminate if there cease to be any Relevant Syndicates as defined in clause 1.1.
  5.3 (a) Except in so far as the Council may otherwise direct, this Agreement shall be suspended forthwith if the Members’ Agent or the Managing Agent ceases for any reason to be an underwriting agent approved by the Council or if the Members’ Agent’s right to act as a members’ agent or the Managing Agent’s right to act as a managing agent is suspended in whole or in part by the Council and, subject to the following provisions of this clause 5.3, shall terminate on the expiration of the period of seven days from the date of such cessation or suspension, or of such longer period as the Council may before the expiration of that seven day period allow.
  (b) If before the expiration of the period referred to in paragraph (a) above the Members’ Agent or, as the case may be, the Managing Agent has delegated the services to be provided, the duties to be performed and the powers to be exercised by it under the Members’ Agent’s Agreements or, as the case may be, the Managing Agent’s Agreements between it and the Names (or such services, duties and powers as may in the circumstances be appropriate) pursuant to clause 11.3(b) of the relevant Members’ Agent’s Agreements or, as the case may be, Managing Agent’s Agreements, this Agreement shall, subject to the requirements of the Council, continue in effect (to the extent appropriate) between the Managing Agent or, as the case may be, the Members’ Agent and the person or persons to whom such services, duties and powers have been delegated.
  (c) If before the expiration of the period referred to in paragraph (a) above a Substitute Agent has been appointed by the Council to act for the Names in place of the Members’ Agent or the Managing Agent, this Agreement shall, subject to the requirements of the Council, continue in effect (to the extent appropriate) between the Managing Agent or, as the case may be, the Members’ Agent and that Substitute Agent.
  (d) If any suspension of the Members’ Agent’s right to act as a members’ agent or, as the case may be, the Managing Agent’s right to act as a managing agent is revoked or expires and the Members’ Agent or, as the case may be, the Managing Agent thereafter continues to be an underwriting agent approved by the Council, this Agreement shall on the termination of the delegation referred to in paragraph (b) above or of the appointment of the Substitute Agent referred to in paragraph (c) above take effect again between the Members’ Agent and the Managing Agent.
  5.4 Upon the termination of this Agreement pursuant to the preceding paragraphs of this clause 5 the Members’ Agent and the Managing Agent shall nevertheless continue to be bound by the duties imposed by this Agreement:
	(a)	in relation to any matter arising out of business of any of the Relevant Syndicates allocated to a year of account which at the date of termination has not been closed, until that year of account is closed or, if it is not closed, until all matters arising from the business of that year of account have been determined; and
	(b)	so long as is necessary to enable both the Members’ Agent and the Managing Agent to deal with and determine any matters arising in connection with the business of any of the Relevant Syndicates allocated to a year of account which has been closed (whether before or after the termination of this Agreement).
  [5.5 The matters referred to in paragraphs (a) and (b) of clause 5.4 may include matters arising out of or in connection with business which is or is to be the subject of an Equitas reinsurance contract and the Members’ Agent and the Managing Agent shall continue to be bound by the duties imposed by this Agreement, in so far as they relate to any matter so arising, until that matter is resolved.]
NOTE
6. Syndicate and Arbitration Agreement
  The Members’ Agent hereby authorises and directs the Managing Agent on its behalf to enter into a Syndicate and Arbitration Agreement in each year in relation to each Relevant Syndicate with the Managing Agent, every member of that syndicate and every members’ agent through the agency of which those members participate in that syndicate.
7. Waiver of confidentiality
  In so far as is necessary for the purposes of the exercise by the Council of powers contained in Lloyd’s Acts 1871 to 1982 or in byelaws or regulations made thereunder, but not further or otherwise, the Members’ Agent and the Managing Agent each hereby waives all duties of confidentiality owed to it by either:
	(a)	the other; or
	(b)	any auditor appointed by either of them;
which attaches to any information or documents relating to the business of any of the Relevant Syndicates or any part thereof whether or not in response to a request by the Council.
8. Variation
  8.1 None of the provisions of this Agreement may be varied or amended in any manner whatsoever (otherwise than in consequence of the operation of clause 1.3, clause 5.3 or clause 8.2) without the written consent of the Council. Any permitted variation or amendment of this Agreement shall, subject as aforesaid, be in writing and signed by each of the parties.
  8.2 The Council may by byelaw vary or amend any of the provisions of this Agreement with effect from 1st January in any year provided that such date falls no sooner than eight months after the date of the relevant byelaw and each of the Members’ Agent and the Managing Agent hereby agrees that it will be bound by any such variation or amendment in accordance with its terms and that this Agreement will take effect as so varied or amended with effect from such date.
	[8.2	(a)The Council may by byelaw vary or amend any of the provisions of this Agreement with effect from 1st January in any year provided (subject to paragraph (b) below) that such date falls no sooner than eight months after the date of the relevant byelaw.
NOTE
		[(b)The Council may by byelaw made no later than 31 January 2003 but with effect from 1 January 2003 vary or amend any of the provisions of this Agreement as it thinks necessary or expedient for the purpose of or in connection with the making or implementation of any byelaw or other requirement of the Council which may be made as a result of or in relation to any proposal contained in, arising from or developed in response to the proposals of the Chairman’s Strategy Group presented to the Council on 17 January 2002.]
NOTE
		(c)Each of the Members’ Agent and the Managing Agent hereby agrees that it will be bound by any such variation or amendment in accordance with its terms and that this Agreement will take effect as so varied or amended with effect from such date.]
9. Arbitration
  9.1 Any dispute, difference, question or claim relating to this Agreement which may arise between the Members’ Agent and the Managing Agent shall be referred at the request of either party to arbitration in London by a sole arbitrator to be appointed, in default of agreement between the parties, by the Chairman or a Deputy Chairman of Lloyd’s for the time being.
  [9.1 Any dispute, difference, question or claim arising under out of or in connection with this Agreement shall be referred at the request of either the Members’ Agent or the Managing Agent to arbitration in London under the rules of the Lloyd’s Arbitration Scheme for the time being, which rules are deemed to be incorporated by reference into this clause.]
NOTE
  9.2 In conducting any arbitration provided for in this clause 9 the arbitrator shall not be bound by the strict rules of procedure or evidence. Save as aforesaid the statutory provisions for arbitration for the time being in force in England shall apply.
NOTE
10. Notices
  Any notice under this Agreement shall be in writing (including telex or facsimile transmission) and may be served by personal delivery or by leaving it or sending it by prepaid post to the address of the relevant party set out above or otherwise notified from time to time hereunder or, in the case of a notice served by telex or facsimile transmission, by transmitting it to such number as the party on which it is to be served may from time to time notify to the other party. Any notice so served or document sent by post shall be deemed to have been received 48 hours from the time of posting; and any notice sent by telex or by facsimile transmission shall be deemed to have been received when evidence of its receipt is transmitted to the person sending it.
11. Governing law and jurisdiction
  11.1 This Agreement is governed by, and shall be construed in accordance with, the laws of England.
  11.2 Each of the parties hereby irrevocably submits for all purposes of and in connection with this Agreement to the exclusive jurisdiction to the courts of England.
IN WITNESS whereof this Agreement has been executed by or on behalf of the parties hereto the day and year first above written.
[In the case of a company]
THE COMMON SEAL of the Members'
Agent was hereunto affixed in the presence of:

Director
Director/Secretary
[In the case of a partnership]
SIGNED SEALED AND DELIVERED
by a partner duly authorised for and on
behalf of the Members' Agent in the
presence of:

[In the case of a company]
THE COMMON SEAL of the Managing
Agent was hereunto affixed in the
presence of:

Director

Director/Secretary
Schedule 3. The Managing Agent’s Agreement [(General)]
NOTE
THIS AGREEMENT is made between:
	(1)	A person who is or is about to become an underwriting member of Lloyd’s as more particularly identified in Recital (D) below (the “Name”); and
	(2)	An underwriting agent which is listed as a managing agent on the register of underwriting agents maintained at Lloyd’s, as more particularly identified in Recital (D) below (the “Agent”).
WHEREAS
	(A)	The Name wishes to appoint the Agent to act as his managing agent in respect of the underwriting business carried on by him as a member of a particular syndicate at Lloyd’s.
	(B)	(Where the syndicate referred to in paragraph (A) above is not a Direct Syndicate (as defined below)) the Name has entered into an agreement appointing an underwriting agent to act as his members’ agent in respect of all or part of his underwriting business at Lloyd’s, and that members’ agent has entered into a further agreement with the Agent under which provision is made for the members’ agent on behalf of the Name to appoint the Agent to act as the Name’s managing agent in respect of certain of his underwriting business at Lloyd’s on the terms of this Agreement.
	(C)	(Where the syndicate referred to in paragraph (A) above is a Direct Syndicate (as defined below)) the Name has entered into an agreement appointing the Agent to act as his members’ agent in respect of all or part of his underwriting business at Lloyd’s and providing for the appointment of the Agent to act as his managing agent in respect of certain of his underwriting business at Lloyd’s on the terms of his Agreement.
	(D)	The identity of the Name and the Agent are specified in the agreements referred to in paragraph (B) above or (as the case may be) the agreement referred to in paragraph (C) above.
NOW IT IS AGREED as follows:
1. Interpretation
  1.1 In this Agreement, unless the context otherwise requires:
“active underwriter” has the meaning given to it in the Underwriting Agents Byelaw (No. 4 of 1984, 101);
the “Agent” includes, in the case of a partnership, any persons who are for the time being carrying on, under whatever name or style, the business of that partnership, and includes any Substitute Agent;
“Agents’ Agreement” means an agreement between the Agent and the Name’s Members’ Agent in the form of the Standard Agents’ Agreement;
[“agents’ syndicate list” has the meaning given in paragraph 1 of the Agency Agreements Byelaw (No. 8 of 1988, 310);]
NOTE
“Agents’ Syndicate List” means (where the Managed Syndicate is not a Direct Syndicate) the Agents’ Syndicate List referred to in the Agents’ Agreement, being a schedule prepared in respect of a year of account and specifying (among other things) in relation to the Managed Syndicate the Name’s member’s syndicate premium limit, the basis and level of the Agent’s remuneration payable by the Name and the amount to be paid to the Name’s Members’ Agent by the Managing Agent’s Trustees in respect or on account of remuneration under clause 5(k)(ii) [and where applicable, the formulae for ascertaining such syndicate premium limit and remuneration];
NOTE
“Audited Closed Year Loss” means a loss ascertained at the closing of a year of account of the Managed Syndicate, the amount of which is set out in an annual report complying with the Syndicate Accounting Byelaw [(No. 18 of 1994)] in relation to which the syndicate auditor has reported in the terms specified in paragraph [(14(3)] of that byelaw;
NOTE
[“Central Fund contribution” means any contribution to the Central Fund made under any general or special levy pursuant to the Central Fund Byelaw (No. 4 of 1986) (including any contributions made under the Syndicate Premium Income Byelaw (No. 6 of 1984, 201) but not any special contributions under any such agreement as is referred to in paragraph 4 of the Membership, Central Fund and Subscriptions (Miscellaneous Provisions) Byelaw (No. 16 of 1993, 514));]
NOTE
“closed” in relation to a year of account, means closed by reinsurance to close;
“co-ordinating agent” means a members’ agent appointed by an underwriting member of Lloyd’s to co-ordinate the administration of his affairs at Lloyd’s in circumstances where more than one members’ agent is obliged to provide services as a members’ agent to that member;
the “Council” means the Council of Lloyd’s and includes its delegates and persons by whom it acts;
“Direct Syndicate” means a Managed Syndicate in respect of which the Agent acts as the Name’s members’ agent;
[“Equitas”, “Equitas reinsurance contract” and “the Equitas scheme” have the meanings respectively given in the Reconstruction and Renewal Byelaw (No. 22 of 1995, 519);]
NOTE
[“Excluded Name” means an individual member of Lloyd’s who:
	(i)	is not underwriting for the 1999 year of account;
	(ii)	did not accept the settlement offer made by Lloyd’s under paragraph 8 of the Reconstruction and Renewal Byelaw (No. 22 of 1995, 519); and
	(iii)	at 31 December 1998 had Specified Litigation Recoveries (as defined in any Premiums Trust Deed executed by that member) held on his behalf by any firm of solicitors or other person or by the Members’ Agent’s Trustees (but where held by the Members’ Agent’s Trustees only if so held under and subject to clause 5(b) of the Schedule to that Premiums Trust Deed);
  but such person shall remain an Excluded Name only for so long as Lloyd’s has not amended his Premiums Trust Deed or Deeds into one of the forms prescribed by the Council on 10 December 1998 (as amended from time to time);]
NOTE
[…];
NOTE
[the “Lloyd’s Arbitration Scheme” means any rules made or any scheme established from time to time by a special resolution of the Council or by byelaw in relation to the conduct of arbitrations;]
NOTE
“LPSO” [has the meaning given to it in the Interpretation Byelaw (No. 1 of 1983, 500];
NOTE
“Managed Syndicate” means a syndicate of which the Name is a member and in respect of which the Agent is the managing agent;
“managing agent” means an underwriting agent which is listed as a managing agent on the register of underwriting agents maintained under the Underwriting Agents Byelaw (No. 4 of 1984, 101) and which is appointed by an underwriting member of Lloyd’s to provide services and perform duties of the same kind and nature as those set out in this Agreement in respect of a particular syndicate;
[“Managing Agent’s Agreement” means an agreement between an underwriting member and a managing agent in the terms of the Standard Managing Agent’s Agreement (Corporate Member) or in the same terms as this Agreement;]
NOTE
“Managing Agent’s Trustees” means the trustees of the Premiums Trust Fund appointed by the Agent in its capacity as the Name’s managing agent pursuant to the Premiums Trust Deed [or, where any Overseas Direction or Special Trust Direction provides for the Agent in its capacity as the Name’s managing agent to appoint trustees, the trustees of the Overseas Fund or Special Trust Fund (as the case may be) so appointed];
NOTE
[“MAPA participation” means in relation to any member of a Managed Syndicate, a Managed Syndicate and a MAPA, the amount of the member’s syndicate premium limit of that member allocated to the syndicate through a MAPA operated by the members’ agent of that member as ascertained in accordance with the formula specified in an agents’ syndicate list prepared by that members’ agent;]
NOTE
“members’ agent” means an underwriting agent which is listed as a members’ agent on the register of underwriting agents maintained under the Underwriting Agents Byelaw (No. 4 of 1984, 101) and which is appointed by an underwriting member of Lloyd’s to provide services and perform duties of the same kind and nature as those set out in the Standard Members’ Agent’s Agreement;
[“members’ agent pooling arrangement” or “MAPA” means an arrangement of the kind described in paragraph 10 of the Agency Agreements Byelaw (No. 8 of 1988, 310) operated by a members’ agent;]
NOTE
“Member’s Agent’s Agreement” means an agreement between the Name and a members’ agent in the form of the Standard Members’ Agent’s Agreement;
“Members’ Agent’s Trustees” means the trustees for the time being of [an Old Premiums Trust Deed] designated thereunder as Members’ Agent’s Trustees thereof;
NOTE
[“Membership Agreement” means an agreement between a member of the Society which is not an individual and the Council in the form of the agreement for the time being prescribed by the Council pursuant to paragraph 3 of the Membership Byelaw (No. 17 of 1993, 111) as a requirement of admission to membership of the Society;]
NOTE
“member’s syndicate premium limit” has the meaning given to it in the Membership Byelaw [(No. 17 of 1993)];
NOTE
“Name” includes [(i)] the Name’s executors or administrators, trustees in bankruptcy and any receiver appointed under the Mental Health Act 1983 and any person performing similar functions in any jurisdiction [(ii)] on the dissolution of a Scottish Limited Partnership, any general partner];
NOTE
“Name’s Members’ Agent” means, in relation to a Managed Syndicate which is not a Direct Syndicate, the members’ agent through the agency of which the Name enters into this Agreement or such other members’ agent as may for the time being be designated by the Name (or, in the case of a Substitute Agent, by the Council) as being appointed to act as the Name’s members’ agent in respect of the Managed Syndicate;
[“Name’s Members’ Agent’s Trustees” means the trustees of any Old Premiums Trust Deed of the Name which have been designated as the Members’ Agent’s Trustees in regard to the Name’s Members’ Agent (or, in the case of a Direct Syndicate, in regard to the Agent in its capacity as the Name’s members’ agent);]
NOTE
[“New Central Fund” means the New Central Fund referred to in the New Central Fund Byelaw [[(No. 23 of 1996, 522)]] and any other assets expressed to be held as part of the New Central Fund;
[[…]]
“New Central Fund contribution” means any contribution to the New Central Fund made under any general or special levy pursuant to the New Central Fund Byelaw [[(No. 23 of 1996, 522)]] (including any contributions made under the Syndicate Premium Income Byelaw (No. 6 of 1984, 201) but not any special contributions under any such agreement as is referred to in paragraph 4 of the Membership, Central Fund and Subscriptions (Miscellaneous Provisions) Byelaw (No. 16 of 1993, 514));]
NOTE
[“New Premiums Trust Deed” means the form or forms of Premiums Trust Deed executed or to be executed by the Name and applying in respect of the Underwriting where the Name is not, or has ceased to be, an Excluded Name, being in a form approved by the Council on 2 October or 10 December 1998 (in each case as amended from time to time);
“Old Premiums Trust Deed” means:
	(i)	the form or forms of Premiums Trust Deed executed by the Name and applying in respect of the Underwriting if (and for so long as) the Name is an Excluded Name; and
	(ii)	where the Name is not an Excluded Name and is underwriting for the 1999 year of account, the form or forms of Premiums Trust Deed executed by the Name and applying in respect of the Underwriting (or any part of it) unless and until amended into one of the forms prescribed by the Council on 10 December 1998 (as amended from time to time) or into a form which provides for the Premiums Trust Fund held under it to be held on trust to transfer to the trust fund held under a New Premiums Trust Deed;]
NOTE
“overall premium limit” has the meaning given to it in the Membership Byelaw (No. 9 of 1984);
[“Overseas Direction” has the meaning given in the Old Premiums Trust Deed;
“Overseas Fund” means a Premiums Trust Fund constituted or regulated or to be constituted or regulated by an Overseas Direction;]
NOTE
[“Premiums Trust Deed” means a trust deed (other than a Special Trust Direction or an Overseas Direction) executed or to be executed by each of the Names, in a form for the time being required by the Council and approved by the Treasury (or its predecessor, the Secretary of State), for the purposes of section 83 of the Insurance Companies Act 1982 and constituting the Premiums Trust Fund;]
NOTE
“Premiums Trust Fund” means the trust fund [or funds] to which all premiums received by or on behalf of the Name in respect of the Underwriting are required to be transferred by section 83 of the Insurance Companies Act 1982;
NOTE
“Provisional Insurer” has the meaning given to it in clause 8.2;
“Regulating Trustee” means the Society or such other person as the Council may under any New Premiums Trust Deed, appoint to act as Regulating Trustee (as defined in that deed) acting in its capacity as Regulating Trustee;]
NOTE
“reinsurance to close” has the meaning given to it in the Syndicate Accounting Byelaw (No. [18 of 1994, 326]);
NOTE
[“run-off manager” has the meaning given to it in the Underwriting Agents Byelaw (No. 4 of 1984, 101);]
NOTE
[the “Society” means the Society incorporated by Lloyd’s Act 1871 by the name of Lloyd’s;]
NOTE
[“Special Trust Direction” has the meaning given in the New Premiums Trust Deed;
“Special Trust Fund” means a Premiums Trust Fund constituted or regulated or to be constituted or regulated by a Special Trust Direction;]
NOTE
“Standard Agents’ Agreement” means the form of agreement between a members’ agent and a managing agent prescribed by the Agency Agreements Byelaw (No. 8 of 1988, 310);
“Standard Members’ Agent’s Agreement” means the form of agreement between an underwriting member of Lloyd’s and members’ agent prescribed by the Agency Agreements Byelaw (No. 8 of 1988, 310);
“Substitute Agent” means a person appointed by the Council to act as agent for an underwriting member of Lloyd’s under the Substitute Agents Byelaw (No. 20 of 1983, 300);
“syndicate” means a group of underwriting members of Lloyd’s underwriting insurance business at Lloyd’s through the agency of a managing agent to which a particular syndicate number is assigned by the Council;
“syndicate allocated capacity” has the meaning given to it in the Syndicate Premium Income Byelaw (No. 6 of 1984, 201);
“Syndicate and Arbitration Agreement” means an agreement in the form set out in Schedule 2 to this Agreement;
“Syndicate List” means (in the case of a Direct Syndicate) the Syndicate List referred to in the Members’ Agent’s Agreement between the Name and the Agent, being a schedule prepared in respect of a year of account and specifying (among other things) in relation to that Direct Syndicate and the Name’s member’s syndicate premium limit and the basis and level of the Agent’s remuneration [and where applicable, the formulae for ascertaining such syndicate premium limit and remuneration];
NOTE
[“Treasury” means Her Majesty’s Treasury (or such other authority as has for the time being succeeded to its functions under section 83 of the Insurance Companies Act 1982);]
NOTE
“Underwriting” means the business of underwriting and all related activities carried on by the Name and the other members of the Managed Syndicate at Lloyd’s as members of the Managed Syndicate; and
“year” means a calendar year, except when used to refer to a year of account.
  1.2 (a) For the purpose only of interpreting references in this Agreement to a syndicate and like expressions, and subject always to clause 17.2, unless the context otherwise requires:
	(i)	the several groups of underwriting members of Lloyd’s to which in successive years a particular syndicate number is assigned by the Council shall be treated as the same syndicate, notwithstanding that they may not comprise the same underwriting members with the same individual participations (and where two or more numbers are assigned to a group of underwriting members, the number which appears first in the list of syndicates published by the Council and specified by the Council for the purposes of this paragraph shall be the number taken into account for the purposes of this paragraph); and
	(ii)	references to assets or liabilities of a member of a syndicate, or to anything done by or to a member or a syndicate or by or to any person on his behalf, shall be construed as references to assets employed or liabilities incurred by him, or to things done by or to him or such other person on his behalf, in the course of or in relation to the underwriting business carried on by him through the syndicate.
  (b) Where a managing agent manages two or more syndicates which comprise the same underwriting members participating in the same proportions and the managing agent, in accordance with the Syndicate Accounting Byelaw [(No. 18 of 1994)], groups those syndicates together and treats them as a single syndicate for the purposes of that byelaw, those syndicates shall also be treated as a single syndicate for the purposes of this Agreement.
NOTE
  [1.2A For the purpose only of interpreting references in this Agreement to members’ agent pooling arrangements, MAPA participations, participating in a Managed Syndicate through a MAPA and like expressions, and subject always to clause 17.2, unless the context otherwise requires:
	(a)	the members of a Managed Syndicate for whom the Name’s Members’ Agent also acts as members’ agent and whose MAPA participations are specified in the Agents’ Syndicate List together with the Name’s MAPA participation shall be treated as belonging to the same MAPA as the Name;
	(b)	where a members’ agent other than the Name’s Members’ Agent has delivered an agents’ syndicate list in respect of a year of account in relation to members of a Managed Syndicate specifying such members’ MAPA participations, then each of those members shall be treated as belonging to the same MAPA as each other;
	(c)	where the Name participates in a syndicate through more than one members’ agent and where his MAPA participations are set out in more than one agents’ syndicate list then he shall be treated as belonging to a separate MAPA in relation to each such list;
	(d)	where in respect of any year of account the Name or any member of a Managed Syndicate belongs to a MAPA he and they may be said to be participating in that syndicate “through” that MAPA and the members’ agent which arranged such participation may be said to be “operating” that MAPA; and
	(e)	where in any year of account the Name’s Members’ Agent or a members’ agent which acts as such for members of the Managed Syndicate operates [more than one] MAPAs, and whether or not each such MAPA comprises the same underwriting members and whether or not such members have the same MAPA participations in relation to each such MAPA, then those MAPAs shall be treated as separate MAPAs.]
NOTE
  [1.2B For the purpose only of interpreting references in this Agreement to underwriting for the 1999 year of account and like expressions, if the Name has duly executed or is to execute a Premiums Trust Deed in the form prescribed by the Council on 2 October 1998 which form has also been or will be duly executed by Lloyd’s he shall be treated as underwriting for the 1999 year of account.]
NOTE
  1.3 For the purposes of this Agreement:
	(a)	a person is connected with the Agent if that person is controlled by:
	(i)	the Agent;
	(ii)	if the Agent is a partnership, any partner for the time being in the Agent;
	(iii)	if the Agent is a body corporate, any person who controls the Agent;
	(b)	a person controls another person if:
	(i)	where the other person is a body corporate, he, either alone or with any associate or associates, is entitled to exercise, or control the exercise of, 15 per cent. or more of the voting power at any general meeting of the body corporate or another body corporate of which it is a subsidiary;
	(ii)	where the other person is a partnership:
	(aa)	the partners are accustomed to act in accordance with his directions or instructions, either alone or with those of any associate or associates (disregarding advice given in a professional capacity); or
	(bb)	he, either alone or with any associate or associates, is entitled to exercise, or control the exercise of, 15 per cent. or more of the voting power at any meeting of the partners;
		and for the purposes of this paragraph:
	(A)	“associate”, in relation to any person, means that person’s wife, husband or minor child or step-child, any body corporate of which that person is a director, any person who is an employee or partner of that person and, if that person is a body corporate, any subsidiary of that body corporate and any employee of any such subsidiary; and
	(B)	“subsidiary” has the meaning given to it by section 736 of the Companies Act 1985.
  1.4 No provision of this Agreement shall have effect to the extent that it is contrary to Lloyd’s Acts 1871 to 1982 or to any requirement of the Council which is for the time being applicable to the Name as a member of Lloyd’s or to the Agent.
  1.5 References in this Agreement to requirements of the Council are to any requirement imposed by any byelaw or regulation made under Lloyd’s Acts 1871 to 1982, any condition or requirement imposed or direction given under any such byelaw or regulation, any direction given under section 6 of Lloyd’s Act 1982, any requirement imposed by or under any undertaking given by the Name to Lloyd’s or to the Council and any other requirement imposed or direction given by the Council under Lloyd’s Acts 1871 to 1982; and the phrase “required by the Council” and similar phrases shall be construed accordingly.
  1.6 Any reference in this Agreement to an enactment, byelaw or regulation is a reference to it as already amended and includes a reference to any repealed enactment or any revoked byelaw or regulation which it may re-enact, with or without amendment, and to any future re-enactment or amendment of it.
  1.7 The headings in this Agreement shall not affect its interpretation.
  1.8 This Agreement applies separately to each Managed Syndicate.
  [1.9 If the Name participates in a Managed Syndicate both by virtue of the agreement or agreements referred to in the recitals to this Agreement and by reason of an agreement in the form of the Standard Managing Agent’s Agreement (Corporate Member) entered into by the Name and the Managing Agent, this Agreement shall in its application to that managed Syndicate extend only to the Name’s participation by virtue of the agreement or agreements referred to in the recitals to this Agreement and shall be construed accordingly.]
NOTE
2. Appointment of the Agent
  The Name hereby appoints the Agent, and the Agent hereby agrees, to provide the services and perform the duties set out in this Agreement in respect of the Underwriting.
3. Services to be provided by the Agent
  The Agent shall carry out the Underwriting on behalf of the Name and the other members of the Managed Syndicate and in particular (but without limitation) shall:
Underwriting
	(a)	determine the underwriting policy of the Managed Syndicate;
	(b)	appoint and supervise the active underwriter [or the run-off manager (as the case may be)] of the Managed Syndicate and associated underwriting, claims, administrative and accounting staff (but so that the acts and omissions of the active underwriter [or the run-off manager (as the case may be)] and of such staff shall for all purposes of this Agreement be treated as acts and omissions of the Agent);
NOTE
	(c)	accept risks on behalf of the Managed Syndicate;
	(d)	determine the policy of the Managed Syndicate in relation to reinsurance and, if the Agent considers that the Managed Syndicate should adopt a reinsurance programme, effect and manage the reinsurance programme of the Managed Syndicate;
	(e)	settle and pay claims on behalf of the Managed Syndicate;
	(f)	subject to [[clauses 9.4 and 9.5]] [and the proviso to clause 5] determine the premium for, and effect, the reinsurance to close for the Managed Syndicate in respect of each year of account;
NOTE
Premiums Trust Fund
	[(g)	perform its functions under the Premiums Trust Deed or Deeds and any Overseas Direction or Special Trust Direction applicable in respect of the Underwriting or other trust fund required or permitted to be maintained by the Name in connection with the Underwriting including (without limitation) the appointment of any Managing Agent’s Trustees;
	(h)	manage the investment of the monies and other assets held on behalf of the Name by or under the control of any Managing Agent’s Trustees or any trustees of any Overseas Direction or Special Trust Direction or other trust fund required or permitted to be maintained by the Name in connection with the Underwriting and subject to the direction of the Agent;]
NOTE
	(i)	(if the Managed Syndicate is not a Direct Syndicate) direct the Managing Agent’s Trustees, subject to any applicable requirements of the Council, from time to time to pay to the Name’s Members’ Agent such sums in respect or on account of the remuneration payable by the Name to the Name’s Members’ Agent as are specified in [, or ascertained in accordance with formulae specified in] the Agents’ Syndicate List;
NOTE
	[(j)	direct the Managing Agent’s Trustees or other relevant trustees to pay the profits of the Underwriting to the Name’s Members’ Agent’s Trustees or to the Regulating Trustee or to hold them subject to the direction of the Name’s Members’ Agent or the Regulating Trustee, as the case may be, in accordance with clause 9.3;]
NOTE
Accounts and audit
	(k)	appoint auditors for the Managed Syndicate in accordance with the requirements of the Council;
	(l)	prepare and send to the Name’s Members’ Agent or (in the case of a Direct Syndicate) to the Name and to Lloyd’s such annual reports, personal accounts and other reports and documents in respect of the Managed Syndicate as are for the time being required by the Council to be so prepared and sent;
	
Regulation
	(m)	take such action as is required of, or appropriate for, a managing agent in advising or assisting the Name as to compliance, or itself complying on behalf of the Name, with all laws, byelaws, regulations, rules, codes of practice, conditions and requirements applicable to the Name in connection with the Underwriting and in particular (but without limitation) the Agent shall, so far as lies within its control and is appropriate for a managing agent, ensure the completion, execution and timely submission to Lloyd’s and to other competent authorities of all deeds, agreements, schedules, returns and other documents required to be so submitted in connection with the Underwriting;
	(n)	comply with the requirements for the time being of the Council in relation to the preparation and filing of syndicate constitutions in relation to the Managed Syndicate;
Taxation
	(o)	carry out in relation to taxation matters connected with the Underwriting such functions as are required by the Income and Corporation Taxes Act 1988, the Tax Acts (as defined in section 831 of that Act), [the Taxation of Chargeable Gains Act 1992] and the Taxes Management Act 1970 and any regulations made under any of those Acts or are otherwise appropriate for a managing agent and use its reasonable endeavours to ensure compliance by the Name with any law or regulation of any foreign jurisdiction relating to taxation and applicable to the Underwriting [[, including by exercising any power the Agent may have under any Premiums Trust Deed, Overseas Direction or Special Trust Direction to direct payment of amounts due in respect of or in connection with such taxation]]; and
NOTE
Run-off
	(p)	run off the business of the Managed Syndicate in respect of any year of account until such time as the liabilities arising out of that business are covered by reinsurance to close.
4. Duties of the Agent
  4.1 The Agent undertakes to the Name [, subject to clause 4.3(e),] that it will comply with Lloyd’s Acts 1871 to 1982 and with the requirements of the Council, and will have regard to the codes of practice from time to time promulgated or made by the Council, which are applicable to it as a managing agent at Lloyd’s.
NOTE
  4.2 In providing services, performing its duties and exercising its powers under this Agreement the Agent shall:
Duties of care and skill
	(a)	use such skill, care and diligence as could reasonably be expected of a managing agent carrying on business at Lloyd’s and as is necessary for the proper provision of services, performance of duties and exercise of powers by it under this Agreement.
Fiduciary duties
	(b)	act in what it believes to be the interest of the Name and not allow its personal interest to conflict with the obligations owed by it to the Name under this Agreement;
	(c)	account to the Name for any gain or profit it receives directly or indirectly in connection with the performance of this Agreement otherwise than as expressly permitted or contemplated by this Agreement;
	(d)	make full disclosure to the Name of any interests it may have or any duties it may owe which could give rise to a conflict of interest or duty in the performance of this Agreement;
Property and monies of the Name
	(e)	[Irrespective of any disciplinary or other action in respect thereof which may be taken by or under the authority of the Council under any byelaw, failure by the Agent to comply with any one or more of the Core Principles for Underwriting Agents set out in Schedule 2 to the Core Principles Byelaw (No. 34 of 1996, 330) shall not of itself give rise to any right of action by the Name for breach of clause 4.1 or affect the validity of any transaction; but this paragraph shall not affect any liability of the Agent otherwise arising out of the same act or omission of the Agent whether in respect of breach of any other provision of this Agreement, other breach of contract, tort or otherwise;]
NOTE
	(f)	at all times keep any property which it receives or controls on behalf of the Name separate from its own property;
	[(g)	forthwith pay all premiums and other monies received by it on behalf of the Name in connection with the Underwriting and all monies required by any Premiums Trust Deed, Overseas Direction or Special Trust Direction or other trust fund required or permitted to be maintained by the Name in connection with the Underwriting or by law to be so paid by it into a trust account of the Managing Agent’s Trustees or of any other trustee of the relevant Overseas Fund or Special Trust Fund or other trust fund (as the case may be) to be held by the relevant trustees subject to the relevant trusts;
	(h)	cause to be placed on deposit or otherwise applied in accordance with the provisions of the relevant trusts all monies standing to the credit of the trust accounts of the Managing Agent’s Trustees or of the trustees of any Overseas Fund or Special Trust Fund or other trust fund required or permitted to be maintained by the Name in connection with the Underwriting which are subject to the direction of the Agent and, in the opinion of the Agent, are not currently required for the satisfaction of claims, outgoings and expenses and other amounts which can, under the terms of the relevant trusts, be paid from the Premiums Trust Fund, Overseas Fund or Special Trust Fund or other trust fund (as the case may be);]
NOTE
Information and reporting
	(i)	[subject to paragraph (jb) below] disclose to the Name’s Members’ Agent or (in the case of a Direct Syndicate) the Name in good time any information in its possession relating to the Managed Syndicate and its activities, or any developments in respect of those activities, which could reasonably be expected to influence the Name in deciding whether to become or remain a member of the Managed Syndicate or to increase or reduce his participation in the Managed Syndicate, and use its reasonable endeavours to obtain any such information;
	(j)	without prejudice to paragraph (i) above [but subject to paragraph (jb) and to paragraph (d) of clause 4.3], promptly inform the Name’s Members’ Agent or (in the case of a Direct Syndicate) the Name if a decision is made by or on behalf of the Agent to allow a year of account of a Managed Syndicate to remain open after the date as at which it would normally have been closed (in which event the Agent shall also inform the Name’s Members’ Agent or, as the case may be, the Name of the reasons for that decision);
NOTE
	[(ja)	comply with the requirements of the Council for the time being in relation to the holding of meetings of, among others, the members of the Managed Syndicate;]
NOTE
	[(jb)	comply with the requirements of the Council (including requirements prescribing, restricting or regulating the disclosure or dissemination of information) directed to ensuring compliance with Part V of the Criminal Justice Act 1993, any other enactment for the time being in force relating to insider dealing and the requirements of the International Stock Exchange of the United Kingdom and the Republic of Ireland Limited or of any other stock exchange or investment exchange relating to the dissemination or publication of information affecting securities listed, quoted or traded on that exchange;]
NOTE
Systems of control, record keeping and disclosure
	(k)	establish and maintain adequate and effective systems and control procedures (including, if appropriate, data processing controls and procedures) for:
	(i)	monitoring and controlling the premium income of the Managed Syndicate;
	(ii)	managing the cash flow of the Managed Syndicate;
		and otherwise in connection with the operation of the Managed Syndicate and of such part of the Premiums Trust Fund as is held by or under the control of in the Managing Agent’s Trustees;
	(l)	manage and control the expenses of the Managed Syndicate;
	(m)	establish and maintain proper procedures in connection with the assessment of reinsurance security;
	(n)	(i)maintain accounting, statistical and other records relating to the Managed Syndicate in accordance with the requirements for the time being of the Council;
		[(ii)maintaining accounting and other records relating to such part of the Premiums Trust Fund, any Overseas Fund or Special Trust Fund or other trust fund required or permitted to be maintained by the Name in connection with the Underwriting as is held by or under the control of the Managing Agent’s Trustees or is subject to the direction of the Agent sufficient to show and explain all receipts into and payments out of, and all transactions affecting, that part of the relevant trust fund;]
NOTE
		(iii)upon request during usual business hours make available and (upon payment of a reasonable charge) provide copies of the records referred to in sub-paragraphs (i) and (ii) above to the Name, the Name’s Members’ Agent, any co-ordinating agent appointed by the Name or the professional advisers of any of the foregoing, provided that (if the Managed Syndicate is not a Direct Syndicate) the Agent shall not be obliged to make available or provide copies of any records to the Name or his professional advisers unless the Name has requested and failed within a reasonable time to obtain copies of those records from the Name’s Members’ Agent;
		provided however that the records referred to in sub-paragraphs (i) and (ii) above shall be the property of the Agent; and
	(o)	if the Name has formulated a claim against:
		(i)the Agent relating in whole or in part to the performance of the Agent’s duties under this Agreement, or
		(ii)if the Managed Syndicate is not a Direct Syndicate, the Name’s Members’ Agent relating in whole or in part to the performance of the Name’s Members’ Agent’s duties under the Members’ Agent’s Agreement between the Name and it,
		disclose to the Name upon request all documents and information stored on computer records in its possession or under its control which are or may be relevant to any issue arising or likely to arise in connection with such claim and (upon request and payment of a reasonable charge) provide to the Name copies of those documents and memoranda in legible form of such information, provided that the Agent shall not be obliged to disclose to the Name any document or information unless (A) the Agent could be compelled to produce that document or information in the course of proceedings instituted by the Name in relation to any such claim and (B) (if the Managed Syndicate is not a Direct Syndicate) the Name has requested and failed within a reasonable period to obtain disclosure of that document or information from the Name’s Members’ Agent.
  4.3 (a) The Agent shall not be treated as contravening paragraph (b) of clause 4.2 because of the existence of a personal interest if the existence, nature and extent of that interest have been fully disclosed to the Name in writing and the Name has agreed that the Agent may continue to act for him despite that interest.
  (b) Paragraph (c) of clause 4.2 shall not oblige the Agent to account to the Name for any gain or profit if the existence, nature and extent of that gain or profit have been fully disclosed to the Name in writing and the Name has agreed that it may be retained by the Agent.
  [(ba) The Agent shall not be treated as contravening paragraph (b) of clause 4.2 and paragraph (c) of that clause shall not oblige the Agent to account to the Name for any gain or profit made by it in any case where the Agent from time to time applies any part of the Premiums Trust Fund (in accordance with the relevant Premiums Trust Deed) to purchase any tangible fixed asset or any interest in a tangible fixed asset, provided that the Agent has complied, and continues to comply, with any requirements of the Council relating to the relevant purchase.]
NOTE
  (c) Paragraph (d) of clause 4.2 shall not require the Agent to disclose to the Name the fact that it is acting as a managing agent for underwriting members of Lloyd’s other than the Name.
  [(d) In relation to a Direct Syndicate in which the Name participates through a MAPA operated by the Agent and not otherwise, the Agent shall be treated as complying with paragraph (j) of clause 4.2 if it informs the Name of the decision referred to in that paragraph in the next following [[MAPA brochure sent to the Name in accordance with any requirements made by the Council under the Core Principles Byelaw (No. 34 of 1996, 330) and any other powers so enabling.]]
NOTE
  [(e) Irrespective of any disciplinary or other action in respect thereof which may be taken by or under the authority of the Council under any byelaw, failure by the agent to comply with any one or more of the Core Principles for Underwriting Agents published by the Lloyd’s Regulatory Board on 2 February 1996 (as for the time being amended and whether or not established by or under any byelaw or regulation) shall not of itself give rise to any right of action by the Name or affect the validity of any transaction.]
NOTE
  [4.3A No transaction, arrangement, relationship, act or event (whether or not directly involving the Agent) which would or might otherwise be regarded as constituting or giving rise to a contravention of any obligation of the Agent under paragraph (b) or (d) of clause 4.2 or under any corresponding obligation implied by law in relation to conflicts of duty or interest, or as requiring the Agent to account to the Name for any gain or profit such as is referred to in paragraph (c) of that clause, shall be regarded as constituting such a contravention or as giving rise to any such obligation to account if the transaction, arrangement, relationship, act or event arises or occurs:
	(a)	in circumstances specified by the Council under paragraph 3(4) of the Agency Agreements Byelaw (No. 8 of 1988); and
	(b)	in compliance with any applicable conditions and requirements prescribed by the Council under that paragraph.]
NOTE
  [4.4 In providing services, performing duties and exercising its powers under this Agreement the Agent shall not make any arrangement, take any step or enter into any transaction in relation to the Managed Syndicate which requires approval and which has not been approved at a duly convened meeting held for the purpose of considering such arrangement, step or transaction [[or, if so required or permitted by the requirements of the Council, by written approval given by or on behalf of members of the syndicate in accordance with those requirements]].]
NOTE
5. Powers of the Agent
  The Name hereby authorises the Agent to exercise on his behalf such powers as are necessary or expedient for the provision by the Agent of the services and the performance by the Agent of the duties set out in this Agreement including (without limitation) the power:
Underwriting
	(a)	to conduct the Underwriting subject to the provisions of clauses 4.1 and 4.2 but otherwise in such manner as the Agent in its sole discretion sees fit;
	(b)	to enter into contracts of insurance on behalf of the Name and the other members of the Managed Syndicate;
	(c)	without prejudice to paragraph (d) below, to enter on behalf of the Name and the other members of the Managed Syndicate into contracts to reinsure any risks insured by any contract entered into under paragraph (b) above;
	[(ca)	where some but not all of the members of the Managed Syndicate for a year of account (including, if applicable, the Name) are authorised under the law of a particular state, province or territory, to accept risks in that state, province or territory:
	(i)	to accept on their behalf risks which the other members are not so authorised to accept and to reinsure such risks on their behalf with the other members, provided in either case that there exist, or the Agent effects pursuant to sub-paragraph (ii) below, adequate arrangements (whether by way of retrocession or otherwise) to ensure so far as possible that such insurance and reinsurance of those risks confers no relative practical advantage or detriment on any of the members of one group in relation to any of the members of the other group; and
	(ii)	to enter into any such arrangements as are referred to in sub-paragraph (i) above on behalf of any of the members of the Managed Syndicate affected;]
NOTE
	(d)	on behalf of the members of the Managed Syndicate for a year of account (“the earlier year”) including, if applicable, the Name (“the reinsured members”) and on behalf of the members of the Managed Syndicate for the next succeeding or any later year of account (“the later year”), including, if applicable, the Name (“the reinsuring members”), to effect in accordance with clause 9 a contract of reinsurance to close under which:
	(i)	the reinsuring members agree to indemnify the reinsured members against all known and unknown liabilities of the reinsured members arising out of insurance business underwritten through the Managed Syndicate and allocated to the earlier year; and
	(ii)	the reinsured members assign to the reinsuring members all the rights of the reinsured members arising out of or in connection with that insurance business (including without limitation the right to receive all future premiums, recoveries and other monies receivable in connection with that insurance business);
		and to debit the reinsured members and credit the reinsuring members with such reinsurance premium in respect of the reinsurance to close as the Agent, subject to any requirements of the Council, thinks fair;
		[provided that, if under or for the purposes of the Equitas scheme provision is made for an arrangement under which:
	(i)	some of the liabilities of the members of the Managed Syndicate allocated to a year of account are reinsured by Equitas under an Equitas reinsurance contract; and
	(ii)	the remaining liabilities of the members of the Managed Syndicate allocated to that year of account are reinsured by such a contract as is described in this paragraph (d);
		to be regarded as a reinsurance to close for the purposes of the requirements of the Council, this paragraph (d) shall apply in respect of these liabilities which are not the subject of an Equitas reinsurance contract notwithstanding that those liabilities do not constitute all the liabilities of the members of the Managed Syndicate allocated to the year of account in question.]
NOTE
	[(da)	without prejudice to paragraph (d), where the Managed Syndicate for a year of account consists only of a single corporate member, on behalf of the member of the Managed Syndicate to close the year of account in accordance with the provisions of clause 9.2A;]
NOTE
	(e)	to determine (subject to any requirements of the Council) to which year of account the benefit and burden of any contract of insurance should belong, irrespective of the date of acceptance of a risk or the signing of a policy;
	(f)	to settle or compromise claims, whether or not such claims are in the opinion of the Agent legally enforceable;
	(g)	to enter into arrangements which the Agent considers will or may avoid or reduce any liability in respect of a claim;
	(h)	to collect all premiums and other monies, whether paid in cash or credited by book entry or otherwise, which are due to the Name in connection with the Underwriting;
	(i)	generally to enter into such contracts and arrangements as are necessary or expedient for the purposes of or in connection with the Underwriting or the discharge of any of the functions of the Agent under this Agreement or the
		Premiums Trust Deed [, any Overseas Direction, Special Trust Direction or deed governing any other trust fund required or permitted to be maintained by the Name in connection with the Underwriting] and for this purpose to incur and discharge or cause to be discharged such expenses as are necessary and reasonable;
NOTE
Premiums Trust Fund
	(j)	[(i)]to apply or cause to be applied any monies or other assets of the Name under its control in or towards the satisfaction of claims and necessary and reasonable expenses and outgoings made or incurred in connection with the Underwriting [and other amounts which can, under the terms of the relevant trusts, be paid from the Premiums Trust Fund, Overseas Fund or Special Trust Fund or other trust fund required or permitted to be maintained by the Name in connection with the Underwriting in accordance with the provisions of the relevant deed; and
		(ii)to direct the Managing Agent’s Trustees or trustees of any other fund referred to in sub-paragraph (i) to apply assets held by or under their control and subject to the direction of the Agent to pay such claims, expenses, outgoings or other amounts on behalf of the Name or, so far as permitted by the governing deed, to provide security for the purposes of or in connection with such payments;]
provided that if the Managed Syndicate is a Direct Syndicate this power, so far as it relates to monies or assets forming part of the Personal Reserve [Sub-Fund] (as defined in the Members’ Agent’s Agreement between the Name and the Agent) shall not be exercisable [, save as otherwise permitted by the Council in connection with the operation of any Overseas Fund or Special Trust Fund,] unless the Name has first been supplied:
	(i)	if the relevant monies or assets are to be applied in satisfaction of an Audited Closed Year Loss, with an audited annual report prepared as at the date at which the relevant year of account was closed;
	(ii)	in any other case, with a statement signed by the Agent, accompanied by a report signed by the auditors of the Managed Syndicate, complying with clause 7.1(b);
NOTE
	(k)	to direct the Managing Agent’s trustees [or other trustees referred to in paragraph (j)] from time to time to pay out of the monies held by them or under their control and subject to the trusts of the Premiums Trust Deed [or other relevant deed]:
	(i)	all or any part of the fee and commission payable to the Agent under clause 6; and
	(ii)	such sums in respect or on account of the remuneration payable by the Name to the Name’s Members’ Agent as are specified in the Agents’ Syndicate List or, in the case of a Direct Syndicate, such sums in respect or on account of the remuneration payable by the Name to the Agent in its capacity as the Name’s members’ agent as the Name and the Agent shall from time to time agree;
NOTE
	(l)	to exercise as the Agent shall think fit all such powers, authorities and discretions [of the Agent] as are referred to in [, or apply by law in relation to,] the Premiums Trust [Fund, any Overseas Fund, any Special Trust Fund or any other trust fund required or permitted to be maintained by the Name in connection with the Underwriting with regard to blending, investing in and acquiring assets, dealing in and realising assets and severing or apportioning blended assets comprised in any one of those funds;]
NOTE
	[(la)	to retain and apply income which is held in trust absolutely for the Name pursuant to clause 13(a) of an Old Premiums Trust Deed or 16(a) of a New Premiums Trust or any corresponding provision of any Overseas Direction or Special Trust Direction as if it were a part of the Premiums Trust Fund, Overseas Fund or Special Trust Fund from which it has been excluded by the terms of the relevant clause or provision and so that the Agent shall have the same powers, direction and authorities in relation to such income as it would were that income still held as part of the relevant Premiums Trust Fund, Overseas Fund or Special Trust Direction;]
NOTE
Borrowing and financial transactions
	(m)	to borrow money or cause the Managing Agent’s Trustees [or other trustees referred to in paragraph (l)] in accordance with the provisions of the Premiums Trust Deed [or other relevant deed] to borrow or raise money for the purpose of meeting any claims or any necessary and reasonable expenses or outgoings made or incurred in connection with the Underwriting [or other amounts which may be paid from the relevant trust fund under the terms of the governing deed or for such other purposes as may be permitted under the terms of the governing deed] in such amounts, on such terms and from such persons (including the Agent) as the Agent considers appropriate, provided that any borrowing from the Agent or from any person or persons who is or are connected with the Agent shall be made on reasonable commercial terms;
NOTE
	[(n)	to cause the Managing Agent’s Trustees or other trustees referred to in paragraph (j) to borrow money from, or lend money to, other members of Lloyd’s or the trustees of any Overseas Fund, Special Trust Fund or Premiums Trust Fund, subject to and in accordance with the provisions of the Premiums Trust Deed or other relevant governing deed;
	(na)	to cause the Managing Agent’s Trustees or other trustees referred to in paragraph (j) to deposit money with, or lend money to, the Society, or any company which is a subsidiary of the Society or Additional Securities Limited or any other company nominated by the Council, subject to and in accordance with the provisions of the Premiums Trust Deed or other relevant governing deed;
	(o)	to enter into such transactions and arrangements with respect to banking, financing and investments as may be necessary or expedient for the purposes of or in connection with the Underwriting, including without limitation:
	(i)	the establishment of letters of credit for any purpose;
	(ii)	the assignment (whether by way of security or outright for valuable consideration) of any rights or entitlements to have any monies or other assets paid or transferred to the Name or to any other person on behalf of the Name for the purpose of or in connection with the Underwriting and whether those rights or entitlements are current, contingent or future;
	(iii)	the acquisition or disposal of investments which fall (or would if made for investment purposes fall) within paragraph 7, 8 or 9 of Schedule 1 to the Financial Services Act 1986;
	(iv)	the exercise by the Agent, the Managing Agent’s Trustees or other trustees referred to in paragraph (j) of any power, discretion or authority they may have to enter into any netting or other similar agreement with any person, pursuant to and in accordance with the governing deed (including, without limitation, any power to enter into any such agreement without distinguishing between assets held in a fund which has been blended in accordance with the provisions of the relevant deed);]
NOTE
	[(oa)	(i)to request on behalf of the Name that monies be applied out of the Central Fund or the New Central Fund for the purpose of paying, or putting the Managing Agent’s Trustees or the trustees of any Overseas Fund or Special Trust Fund held in respect of the Managed Syndicate in funds for the purpose of paying, any claims, expenses or outgoings on behalf of the Name; and
		(ii)to apply or procure the application of any such monies in discharge of the Name’s obligations under clause 7.1(a) of this Agreement;]
NOTE
Regulation
	(p)	to take such action as is required of, or appropriate for, a managing agent in complying on behalf of the Name or assisting the Name to comply with all laws, byelaws, regulations, rules, codes of practice, conditions and requirements applicable to the Name in connection with the Underwriting;
Legal proceedings
	(q)	to take in any part of the world, and in such name or names as the Agent thinks fit (whether or not including that of the Name), such legal or other proceedings as the Agent considers necessary or expedient for the purposes of or in connection with the Underwriting;
Power of attorney
	(r)	to exercise the power of attorney conferred by clause 13.1 of the Members’ Agent’s Agreement between the Name and the Name’s Members’ Agent (or, in the case of a Direct Syndicate, by clause 13.2 of the Members’ Agent’s Agreement between the Name and the Agent);
Delegation
	(s)	subject to any requirements of the Council, to delegate to any person or persons any or all of the services to be provided by it, any or all of the duties to be performed by it or any or all of the powers, including this power of delegation, to be exercised by it under this Agreement (but so that the Agent shall be responsible for the acts and omissions of any person to whom any such service, duty or power may be delegated);
	(t)	without prejudice to paragraph (s) above, to exercise the power of substitution conferred by clause 13.3 of the Members’ Agent’s Agreement between the Name and the Name’s Members’ Agent (or, in the case of a Direct Syndicate, by clause 13.3 of the Members’ Agent’s Agreement between the Name and the Agent);
Taxation
	(u)	to make such returns, deliver such accounts, statements, reports and other documents and disclose such information, to make or procure to be made such payments on account or in respect of taxation and generally to do all such other acts and things as any taxation authority may properly require in relation to or in connection with the Underwriting and the Name’s participation in the Underwriting and at its sole discretion to dispute or appeal against any assessment for taxation made by any taxation authority in relation to or in connection with the business of the Managed Syndicate [, including by exercising any power the Agent may have under any Premiums Trust Deed, Overseas Direction or Special Trust Direction to direct payment of amounts due in respect of or in connection with such taxation];
NOTE
Regulatory authorities
	(v)	to disclose to Lloyd’s and to any other regulatory authority such information relating to the Underwriting and the Name’s participation in the Underwriting as any such authority may properly require; and
Acceptance of notices etc
	(w)	to accept on behalf of the Name service of writs, processes, notices, documents and other communications in connection with the Underwriting [; Provided that, notwithstanding any other provision of this Agreement, the Agent shall have no authority to effect an excluded contract (as defined in the Reinsurance to Close (Restriction) Byelaw (No. 15 of 1993, 317) on behalf of the Name.]
NOTE
6. Remuneration
  6.1 The Name shall pay to the Agent as remuneration for the services of the Agent set out in Clause 3 in relation to each year of account a fee on the basis, at the rate and at the times specified in Part A of Schedule 1 as supplemented by the Agents’ Syndicate List or, in the case of a Direct Syndicate, the Syndicate List for the relevant year of account.
  6.2 The Name shall pay to the Agent as remuneration for the services of the Agent set out in clause 3 in relation to each year of account a profit commission on the basis, at the rate and at the times specified in Part B of Schedule 1 as supplemented by the Agents’ Syndicate List or, in the case of a Direct Syndicate, the Syndicate List for the relevant year of account.
  6.3 [Subject to paragraphs (e), (f) and (g) of clause 14.2, if] the appointment of the Agent is terminated during a year by reason of the Name’s death or bankruptcy or otherwise by operation of law or under clause 11.7(b), the fee referred to in clause 6.1 shall not be payable in respect of the corresponding year of account, and any amounts already paid to or retained by the Agent in respect or on account of such fee shall promptly be paid to the Managing Agent’s Trustees to be held by them subject to the trusts of the Premiums Trust Deed.
NOTE
  6.4 [Subject to paragraphs (e), (f) and (g) of clause 14.2; if] during a year the appointment of the Agent is terminated, or a direction of administrative suspension is made in relation to the Name, in circumstances where clause 14.2(c) applies, the amount of the fee payable to the Agent shall be:A × P/365
where:
	A	is the amount of the fee which would have been payable to the Agent if the Name had remained a member of the Managed Syndicate throughout the relevant year; and
	P	is the Period or Periods (as defined in clause 14.2(c)) during which the Name is a member of the Managed Syndicate during the year, expressed as a number of days.
  Upon determination of the amount of the fee payable to the Agent, such payment shall be made between the Agent and the Managing Agent’s Trustees as shall ensure that the net amount received or retained by the Agent is equal to that amount after taking into account any amounts previously so paid or retained.
NOTE
  [6.4A(a) Where VAT is charged under the Value Added Tax Act 1994 on the provision of any service or performance of any duty under the Agreement for the 2001 year of account or any subsequent year of account the Name shall pay to the Agent in addition to the fee, profit commission or other remuneration specified by this Agreement an amount equal to the VAT so charged.
  (b) Paragraph (a) shall not be taken to affect any question whether in relation to any service provided or duty performed for any year of account before the 2000 year of account the Name would be liable to pay to the Agent, in addition to any fee, profit commission or any other remuneration specified by this Agreement, an amount equal to any VAT charged on the provision of the service or performance of the duty.]
NOTE
  6.5 For the purposes of this clause 6:
	(a)	the “Agents’ Syndicate List for the relevant year of account” means the Agents’ Syndicate List in relation to a particular year of account which has been signed by the Agent and the Name’s Members’ Agent or, if no Agents’ Syndicate List has been so signed in respect of that year of account, the Agents’ Syndicate List which has been so signed in respect of the most recent previous year of account; and
	(b)	the “Syndicate List for the relevant year of account” means the Syndicate List in relation to a particular year of account which has been signed by the Agent and the Name or, if no Syndicate List has been so signed in respect of that year of account, the Syndicate List which has been so signed in respect of the most recent previous year of account.
7. Obligations and acknowledgements of the Name
  7.1 (a) The Name shall ensure that at all times there are available sufficient funds subject to the trusts of the Premiums Trust Deed [or, where relevant, of an Overseas Direction or Special Trust Direction] and held by or under the control of the Managing Agent’s Trustees [or the trustees of the relevant Overseas Direction or Special Trust Direction] to enable them to pay all claims and all necessary and reasonable expenses and outgoings made or incurred in connection with the Underwriting and [other amounts which may be paid from the relevant trust fund under the terms of the governing deed at the direction of the Agent and] shall comply with any request made by the Agent to make such funds available; provided however that the Name shall not be obliged to make any payment in or towards the satisfaction of any such request by the Agent for funds unless the Name has first been supplied:
NOTE
	(i)	if the request for funds is made for the purpose of satisfying an Audited Closed Year Loss, with an audited annual report prepared as at the date at which the relevant year of account was closed;
	(ii)	in any other case, with a statement signed by the Agent, accompanied by a report signed by the auditors of the Managed Syndicate, complying with paragraph (b) below.
  (b) The Agent’s statement and the auditors’ report referred to in paragraph (a)(ii) above shall state the matters and shall be in the form for the time being required by the Council.
  (c) Any sum requested to be paid under this clause 7.1 which is not paid by the due date for payment shall bear interest which shall accrue from day to day at the rate of two per cent. per annum [or such other rate as the Council may from time to time prescribe] above the base rate from time to time of such London clearing bank as the Agent may select [[or, in the case of a sum requested to be paid in a currency other than sterling, at such other rate of interest as the Council may from time to time prescribe]]. For the purposes of this paragraph (c), the “due date for payment” means the date specified by the Agent in its request for payment, being not earlier than [[thirty-five]] days after the later of service of the request for payment and (if appropriate) submission of the statement signed by the Agent, accompanied by the auditor’s report, referred to in paragraph (a)(ii) above.
NOTE
  (d) Any payment requested by the Agent under and in accordance with the provisions of this clause 7.1 shall be made by the Name free and clear from any set-off, counterclaim or other deduction on any account whatsoever and in connection with any proceedings which may be brought to enforce the Name’s obligation to comply with any such request for payment by the Agent the Name hereby waives stay of execution and consents to the immediate enforcement of any judgment obtained.
  (e) The Name may not issue proceedings nor make any reference to arbitration, and no cause of action shall arise or accrue, in connection with any request for payment made by the Agent under and in accordance with the provisions of this clause 7.1 unless the Name has first complied in full with any such request. The Name shall not seek injunctive or any other relief for the purpose, or which would have the result, of preventing the Agent from making any such request for payment of enforcing the Name’s obligation to comply with any such request or of preventing the Agent from applying any money or assets held by or under the control of the Managing Agent’s Trustees in or towards the discharge of any claims or any necessary and reasonable expenses or outgoings made or incurred in connection with the Underwriting.
  7.2 The Name undertakes to reimburse to the Agent any payments made or costs incurred by the Agent (including, without limitation, in relation to any borrowing made by it pursuant to clause 5(m)) in or towards satisfaction of any claims or necessary and reasonable expenses or outgoings made or incurred in connection with the Underwriting.
  7.3 The Name acknowledges that he has delegated to the Agent sole management and control of the Underwriting and that the Agent is not bound to comply with any instructions or requests of the Name relating to the conduct of the Underwriting and undertakes that he will not in any way interfere with the exercise of such management or control.
  7.4 The Name acknowledges that risks underwritten at a time when he was not a member of the Managed Syndicate (whether by reinsurance to close or under clause 8 or otherwise) may be included as liabilities of the Managed Syndicate and the Name hereby agrees that he will be bound by the manner of the Agent’s accounting treatment of any such risks.
  [7.5 The Name undertakes to keep the Agent informed at all times of the names of all bodies corporate which are members of Lloyd’s and are connected companies in relation to the Name within the meaning of the Membership Byelaw (No. 17 of 1993).]
NOTE
8. Novation of liabilities
  8.1 The Name acknowledges that the Agent may effect contracts of insurance (“Relevant Contracts”) on terms that those contracts will, in accordance with the custom and practice of the Lloyd’s market and any requirements of the Council for the time being applicable, constitute liabilities of the Managed Syndicate allocated to a given year of account (“the Relevant Year of Account”) notwithstanding that they are effected before the beginning of the year (“the Relevant Year”) which corresponds to the Relevant Year of Account, and the Name and the Agent agree that the following provisions of this clause shall have effect in relation to such contracts.
  8.2 [Subject to clause 8.2A, a] Relevant Contract shall be deemed to be underwritten by the Agent on behalf of the Provisional Insurers, and a person is a Provisional Insurer for this purpose if the following conditions are satisfied when the Relevant Contract is effected:
NOTE
	(a)	where the Relevant Year of Account is not the first year of account of the Managed Syndicate and he is a member of the Managed Syndicate for the year of account immediately preceding the Relevant Year of Account:
	(i)	the appointment of the Agent as his managing agent in respect of the Managed Syndicate under the Managing Agent’s Agreement between him and the Agent (or, in the case of the Name, this Agreement) has not terminated by reason of his death or bankruptcy or otherwise by operation of law, has not been terminated under clause 11.2 or 11.3 or 11.4 and is not liable to be terminated under clause 11.7 of the relevant agreement; and
	(ii)	no notice to terminate that appointment has been given or, unless the Agent accepts shorter notice than that specified in clause 11.5 of the relevant agreement, can be given to take effect in the Relevant Year under clause 11.5 or 11.6 of the relevant agreement;
	(b)	where the Relevant Year of Account is not the first year of account of the Managed Syndicate and he is not a member of the Managed Syndicate for the year of account immediately preceding the Relevant Year of Account:
	(i)	he has entered into an agreement with the Agent, in the same terms as this Agreement [or in the terms of the Standard Managing Agent’s Agreement (Corporate Member)], under which the Agent will underwrite on his behalf as a member of the Managed Syndicate for the Relevant Year of Account;
	(ii)	the conditions set out in sub-paragraphs (a)(i) and (ii) above are satisfied in relation to that agreement; and
	(iii)	he is an underwriting member of Lloyd’s;
NOTE
	(c)	where the Relevant Year of Account is the first year of account of the Managed Syndicate:
	(i)	he has entered into an agreement with the Agent, in the same terms as this Agreement [or in the terms of the Standard Managing Agent’s Agreement (Corporate Member)], under which the Agent will underwrite on his behalf as a member of the Managed Syndicate for the Relevant Year of Account;
	(ii)	the conditions set out in sub-paragraphs (a)(i) and (ii) above are satisfied in relation to that agreement; and
	(iii)	he is an underwriting member of Lloyd’s; and
NOTE
	(d)	in every case, such conditions (if any) as are specified in any requirements for the time being of the Council are satisfied.
  [8.2A The Name acknowledges that the Agent may effect Relevant Contracts on his behalf notwithstanding that the Name is not a Provisional Insurer if all the following conditions are satisfied when the Relevant Contract is effected:
	(a)	the Relevant Year of Account is not the first year of account of the Managed Syndicate;
	(b)	the Name is a member of the Managed Syndicate at the date on which the Agent effects the Relevant Contract; and
	(c)	the date on which the Agent effects the Relevant Contract is not later than [[20 October]] in a year preceding the Relevant Year.
  8.2B A Relevant Contract effected in accordance with clause 8.2A above shall be deemed to be underwritten by the Agent on behalf of the members of the Managed Syndicate (“the Previous Insurers”) for the year of account which corresponds to the year in which the Relevant Contract is effected.]
NOTE
  8.3 The Agent shall be authorised at any time after the beginning of the Relevant Year to effect a contract of novation under which:
	(a)	the underwriting members of Lloyd’s who are members of the Managed Syndicate for the Relevant Year of Account (the “Definitive Insurers”) agree to assume the liabilities of the Provisional Insurers under the Relevant Contract severally in proportion to the respective participations of the Definitive Insurers in the Managed Syndicate in the Relevant Year of Account and to indemnify the Provisional Insurers against those liabilities; and
	(b)	the Provisional Insurers agree that the Definitive Insurers are to be entitled to the benefit of all premiums, recoveries and other rights in respect of the Relevant Contract severally in proportion to their respective participations in the Managed Syndicate in the Relevant Year of Account, to the exclusion of the Provisional Insurers in their capacity as such.
  [8.3A The Agent shall be authorised at any time after the beginning of the Relevant Year to effect a contract of novation under which:
	(a)	the Definitive Insurers agree to assume the liabilities of the Previous Insurers under the Relevant Contract severally in proportion to the respective participations of the Definitive Insurers in a Managed Syndicate in the Relevant Year of Account and to indemnify the Previous Insurers against those liabilities; and
	(b)	the Previous Insurers agree that the Definitive Insurers are to be entitled to the benefit of all premiums, recoveries and other rights in respect of the Relevant Contracts severally in proportion to their respective participations in the Managed Syndicate in the Relevant Year of Account, to the exclusion of the Previous Insurers in their capacity as such.]
NOTE
  8.4 The Agent may effect a contract of novation such as is referred to in [clauses 8.3 and 8.3A] above in such manner as it thinks fit and, except in so far as the Agent otherwise determines (such determination to be evidenced by a memorandum in writing signed by the Agent) at or before the time when particulars of the Relevant Contract are submitted for processing by LPSO, such a contract of novation shall be deemed to be effected when such particulars are submitted for processing by LPSO.
NOTE
  8.5 The Name authorises the Agent on his behalf (whether in the capacity of Provisional Insurer [or in the capacity of Previous Insurer] or in the capacity of Definitive Insurer, or in [all] those capacities) to effect all such agreements, execute all such documents and do all such acts and things as may be necessary fully to carry this clause into effect.
NOTE
  [8.6 Where under clause 5(ca) the Agent accepts risks on behalf of some members only of the Managed Syndicate or reinsures them with the other members, for the purposes of this clause 8 references to “Relevant Contracts”, “Provisional Insurers”, “Previous Insurers” or “Definitive Insurers” shall be construed, as the context requires, as references only to the authorised or the unauthorised group of members concerned.]
NOTE
9. Reinsurance to close and determination and distribution of profits
  9.1 Profits of the Underwriting in respect of a year of account shall not be distributed until that year of account is closed.
  9.2 A decision by the Agent to close a year of account [in accordance with clause 5(d)] shall be effected by the Agent, through the active underwriter of the Managed Syndicate or some other duly authorised officer of the Agent, executing a written memorandum of the terms of the contract of reinsurance to close. Upon the execution of the memorandum the contract of reinsurance to close shall be binding on the reinsuring members and the reinsured members (as defined in clause 5(d)), and after such execution the Agent shall have no authority to cancel or vary the contract of reinsurance to close.
NOTE
  [9.2A A decision by the Agent to close a year of account in accordance with clause 5(da) shall be effected by the Agent by the inclusion in the underwriting account of the Managed Syndicate for the next succeeding year of account of an amount representing a provision for all known and unknown liabilities attributable to the year of account which is closing.]
NOTE
  9.3 Promptly following the closing of a year of account the Agent shall determine, subject to the requirements of the Council for the time being applicable, the [profit or loss] attributable to the Name in respect of the Underwriting for that year of account. Forthwith upon such determination [and subject to clause 9.6,] the Agent shall [determine the amount of the surplus in each prescribed currency in each Premiums Trust Fund (including any Overseas Fund or Special Trust Fund) in respect of the Underwriting for that year of account, as shown in accounting records, and (in accordance with the provisions of the deeds governing the trust funds in which such surpluses are held) shall cause such surpluses to be transferred (directly or indirectly) to or placed at the direction of:
	(i)	the Name’s Members’ Agent’s Trustees or the Members’ Agent (where an Old Premiums Trust Deed applies in respect of the Underwriting); or
	(ii)	the Regulating Trustee (where a New Premiums Trust Deed applies in respect of the Underwriting);
as part of the Personal Reserve Sub-Fund (as defined in the Members’ Agent’s Agreement between the Name and the Name or, where the Managed Syndicate is a Direct Syndicate, between the Name and the Agent) or of an Overseas Fund or Special Trust Fund (as the case may be). Such surpluses shall, unless the Council otherwise requires or permits, be so transferred or placed in the relevant prescribed currency.]
NOTE
  9.4 Instead of closing a year of account in accordance with the provisions of this clause 9 set out above as at the date when it would normally have been closed the Agent may allow that year of account to remain open until the outstanding liabilities attributable to that year of account have been run off or reinsured in accordance with this clause 9.
  [9.5 Notwithstanding the preceding provisions of this clause:
	(a)	a year of account may be closed in any manner provided by or under the Equitas scheme;
	(b)	if under or for the purposes of the Equitas scheme provision is made for an arrangement under which:
	(i)	some of the liabilities of the members of the Managed Syndicate allocated to a year of account are reinsured by Equitas under an Equitas reinsurance contract; and
	(ii)	the remaining liabilities of the members of the Managed Syndicate allocated to that year of account are reinsured by such a contract as is described in clause 5(d);
		to be regarded as a reinsurance to close for the purposes of the requirements of the Council, clause 9.2 shall apply only in respect of the liabilities referred to in (ii) above.]
NOTE
  [9.6 For the avoidance of doubt, neither clause 9.1 nor clause 9.3 shall prevent the Agent from causing the transfer to or placing at the direction of the persons referred to in paragraphs (i) and (ii) of clause 9.3 of amounts which do not exceed in aggregate the amount determined in accordance with clause 9.7.
  9.7 The amount referred to in clause 9.6 is the aggregate amount of any deficits of the Name in each prescribed currency in each Premiums Trust Fund (including any Overseas Fund or Special Trust Fund) in respect of the Underwriting for the year of account for which the Name’s result has been calculated under clause 9.3, as shown in accounting records, which the Agent is prohibited or prevented by any Premiums Trust Deeds, Overseas Directions or Special Trust Directions or any other requirements of the Council from eliminating plus, in a case where the Name’s result is a profit, the amount of that profit.
  9.8 In this clause 9, “prescribed currency” has the meaning given in paragraph 2 of Schedule 2 to the Syndicate Accounting Byelaw (No. 18 of 1994, 326) and references to accounting records are to the accounting records maintained by the Agent in respect of the Managed Syndicate accordance with the Syndicate Accounting Byelaw (No. 18 of 1994, 326).]
NOTE
10. Appointment of Substitute Agent
  10.1 If the Council for any reason appoints a Substitute Agent to act for the Name in place of the Agent, the appointment shall take effect on the terms set out in clause 10.2 and the Name shall be deemed to have agreed to the appointment of the Substitute Agent on those terms.
  10.2 The appointment of a Substitute Agent to act for the Name in place of the Agent shall take effect from such date and shall be on such terms as the Council may direct and may be terminated at any time by the Council. Subject thereto, the appointment of such a Substitute Agent shall be on the terms set out in this Agreement and this Agreement shall during the period of any such appointment take effect as if it had been made between the Name and the Substitute Agent.
  10.3 A Substitute Agent shall not be responsible for and shall have no liability in respect of any action taken or omission made by the Agent whether before or after the appointment of the Substitute Agent.
  10.4 If a Substitute Agent is appointed to act for the Name in the place of the Agent the remuneration payable by the Name under this Agreement for any year of account in respect of which services are performed by the Substitute Agent shall be apportioned between the Agent and the Substitute Agent in such manner as the Council may direct and, subject to any such direction, in such proportions as the Agent and the Substitute Agent may agree.
11. Commencement and termination
  11.1 This Agreement shall take effect:
	(a)	if the Managed Syndicate is not a Direct Syndicate, on the date of signature of an Agents’ Syndicate List under clause 2 of the Agents’ Agreement between the Name’s Members’ Agent and the Agent;
	(b)	if the Managed Syndicate is a Direct Syndicate, on the date of signature of a Syndicate List under clause 3 of the Members’ Agent’s Agreement between the Name and the Agent;
	(c)	if the Name is a Provisional Insurer, on the date of the agreement referred to in clause 2.3 of the Agents’ Agreement between the Agent and the Name’s Members’ Agent or (in the case of a Direct Syndicate) the agreement referred to in clause 3.3(b) of the Members’ Agent’s Agreement between the Name and the Agent;
and shall apply in relation to the year of account specified in that Agents’ Syndicate List, Syndicate List or agreement (as the case may be) and to subsequent years of account unless and until terminated by operation of law or pursuant to any of the following provisions of this clause 11.
  11.2 The appointment of the Agent shall, subject to clause 11.8, terminate forthwith:
	(a)	if the Name ceases to be an underwriting member of Lloyd’s; or
	(b)	if the Name’s underwriting membership or underwriting is suspended by the Council consequent upon the outcome of disciplinary proceedings.
  11.3 (a) Except in so far as the Council may otherwise direct, the appointment of the Agent shall be suspended forthwith if the Agent ceases for any reason to be a managing agent approved by the Council or if the Agent’s right to act as a managing agent is suspended in whole or in part by the Council and, subject to the following provisions of this clause 11.3, shall terminate on the expiration of the period of seven days from the date of such cessation or suspension, or of such longer period as the Council may before the expiration of that seven day period allow.
  (b) Notwithstanding the suspension of the Agent’s appointment under paragraph (a) above it may before the expiration of the period referred to in that paragraph, with the prior approval of the Council and subject to and in accordance with clause 5(s), delegate the services to be provided, the duties to be performed and the powers to be exercised by it (or such services, duties and powers as may in the circumstances be appropriate) to a person or persons acceptable to the Council, in which case this Agreement shall, subject to the requirements of the Council, continue in effect (to the extent appropriate) between the Name and the person or persons to whom such services, duties and powers have been delegated.
  (c) If before the expiration of the period referred to in paragraph (a) above a Substitute Agent has been appointed by the Council to act for the Name in place of the Agent, this Agreement shall continue in effect, subject to clause 10.2, between the Name and that Substitute Agent.
  (d) If any suspension of the Agent’s right to act as a managing agent is revoked or expires and the Agent thereafter continues to be a managing agent approved by the Council this Agreement shall on the termination of the delegation referred to in paragraph (b) above or (as the case may be) of the appointment of the Substitute Agent referred to in paragraph (c) above take effect again between the Name and the Agent.
  11.4 The appointment of the Agent shall, subject to clause 11.8 [clauses 11.8 and 11.11] terminate forthwith:
	(a)	if the Managed Syndicate is not a Direct Syndicate, upon the termination of the appointment of the Name’s Members’ Agent under the Members’ Agent’s Agreement between the Name and the Name’s Members’ Agent;
	(b)	if the Managed Syndicate is a Direct Syndicate, upon the termination of the appointment of the Agent as the Name’s members’ agent under the Members’ Agent’s Agreement between the Name and the Agent.
NOTE
  11.5 The Name may terminate the appointment of the Agent under this Agreement, subject to clause 11.8, [clauses 11.8 and 11.11] by notice in writing given by or on behalf of the Name to the Agent by [20 October] (or by any later date which the Agent may in any particular case permit) in any year and expiring at the end of that year, provided that[:
	(a)]	if in any year in which the Agent is required by the Council to send to the Name an annual report in respect of the Managed Syndicate that annual report has not been received by the Name by 1st August, notice may be given by or on behalf of the Name to the Agent by the earlier of 30 days after receipt by the Name of the annual report and [20 October] in that year.
	[(b)	if in any year the Council has undertaken to notify the Name on or before a specified date of the rate of the annual subscription under the Membership (Entrance Fees and Annual Subscriptions) Byelaw (No. 9 of 1987, 105) or of [[[any contribution to the New Central Fund under paragraph 4 of the New Central Fund Byelaw (No. 23 of 1996, 522)]]] or of both, which the Council proposes to prescribe or levy for the next succeeding year, notice may be given by or on behalf of the Name to the Agent within 30 days after the later of the date so specified and the actual date of such notification (but in any event before 1 January of the next succeeding year); and
	(c)	if in any year the Council has given written notice to the Name pursuant to clause [[8.2(b)]] of a Membership Agreement between the Council and the Name or any undertaking in like terms with that clause given by the Council in favour of the Name, notice may be given by or on behalf of the Name to the Agent within 30 days after the date of the Council’s notice (but in any event before 1st January of the next succeeding year).]
NOTE
  [11.6 The Agent may, with the prior approval of the Council and subject to clause 11.8, terminate its appointment under this Agreement by notice in writing given by the Agent to the Name by 31 May (or such later date as the Council may allow) in any year and expiring at the end of that year.]
NOTE
  11.7 The Agent may terminate its appointment under this Agreement, subject to clause 11.8, by not less than 48 hours’ notice in writing given to the Name if:
	(a)	the Name fails to comply with a request made by the Agent in accordance with clause 7.1 to pay monies [[…]] by the due date for payment (as defined in clause 7.1);
	(b)	(i)the Name makes or proposes any composition with his creditors or otherwise acknowledges his insolvency;
		(ii)the Name makes an application to the court for an interim order pursuant to section 253 of the Insolvency Act 1986;
		(iii)a bankruptcy order is made against the Name by the due process of law of any country;
		(iv)the Name is adjudicated bankrupt, or adjudicated or declared insolvent, by the due process of law of any country;…
		[(v)a proposal is made in respect of the Name under section 2 of the Insolvency Act 1986;
		(vi)an order is made, a resolution is passed or an act, decree or other instrument is passed for the winding up or dissolution of the Name;
		(vii)an administration order is made in respect of the Name under section 9 of the Insolvency Act 1986;
		(viii)a receiver, trustee or analogous officer is appointed in respect of the whole or any material part of the Name’s property or assets;
		(ix)the Name or its directors present or file in any court a petition in respect of the Name’s bankruptcy, winding up or other insolvency or which seeks any reorganisation, dissolution or similar relief; or]
		[[(ixa)a sequestration order made pursuant to the Bankruptcy (Scotland) Act 1985;]]
		[(x)]any action equivalent to any of the above is taken by or in respect of the Name; or
NOTE
	(c)	the Name becomes, through mental or other infirmity, incapable of managing his affairs, unless the Name has validly appointed an attorney under the Enduring Powers of Attorney Act 1985 and the instrument appointing the attorney has within a reasonable time of the Name becoming so incapable been registered by the Court.
  11.8 Upon the termination of the Agent’s appointment pursuant to the preceding paragraphs of this clause 11, the Agent’s authority to accept risks on behalf of the Name shall also terminate, except in relation to:
	(a)	variations and extensions of existing risks effected under the customary and usual powers of the Agent;
	(b)	reinsurance to close an earlier year of account[[;
	(c)	in relation to the reinsurance to close any year of account of the syndicate, acceptance on behalf of the Name as a member of the Managed Syndicate for any later year of account of a proportionate retrocession of any class or classes of business included in such reinsurance to close, as permitted or required by requirements of the Council;]].
Subject to this and to any requirements of the Council for the time being applicable, the Agent shall be empowered and obliged following the termination of its appointment to run off the Underwriting so far as it concerns the Name’s participation in the Managed Syndicate and, subject to performing this obligation, shall remain entitled to receive the profit commission payable to it in respect of the Underwriting under clause 6.2. For these purposes the Agent shall continue to have the powers, duties and discretions conferred by this Agreement;
	(i)	in relation to any matter arising out of business of the Managed Syndicate allocated to a year of account which at the date of termination has not been closed, until that year of account is closed or, if it is not closed, until all matters arising from the business of that year of account have been determined; and
	(ii)	so long as is necessary to enable the Agent to deal with and determine any matters arising in connection with the business of the Managed Syndicate allocated to a year of account which has been closed (whether before or after the termination of the Agent’s appointment).
  [References in this clause 11.8 to business of the Managed Syndicate include business which is or is to be the subject of an Equitas reinsurance contract and the Agent shall as regards any matters arising out of or in connection with any such business continue to have the powers, duties and discretions conferred by this Agreement for as long as is necessary to enable those matters to be resolved.]
NOTE
  [11.8A Without limiting the generality of clause 11.8, the powers, duties and discretions referred to in that sub-clause shall extend to any action which may be necessary or expedient to be taken by the Agent on behalf of the Name for the purposes of or in connection with an Equitas reinsurance contract or any other contract or arrangement entered into or to be entered into for the purposes of or in connection with the Equitas scheme.]
NOTE
  11.9 Without limiting the generality of clause 11.8, following the termination of the Agent’s appointment otherwise than at the end of a year the Agent may issue policies of insurance in relation to risks accepted prior to such termination in the names of the Name and of any other underwriting members of Lloyd’s who are members of the Managed Syndicate for the remainder of the year in which such termination occurs or in the names of those other underwriting members of Lloyd’s but not of the Name.
  11.10 If a direction of administrative suspension is made by the Council in respect of the Name, while the direction remains in force the Name shall take only such part (if any) in the Underwriting, and the powers, duties and discretions of the Agent under this Agreement shall continue only to such an extent, as is compatible with the direction.
	[11.11	(a)Where the appointment of the Agent is to terminate in any of the circumstances listed in paragraph (b) below, the Agent and the Name agree that if the Name enters into an agreement in the form of the Standard Managing Agent’s Agreement [(General)] with the Agent through the agency of a members’ agent other than the Name’s Members’ Agent no later than 31 October (or by any later date which the Agent may in any particular case permit) of the relevant year, the Agent will permit the Name to participate in the Managed Syndicate in the year of account corresponding to the year next following with a member’s syndicate premium limit of an amount not less than the Name’s member’s syndicate premium limit for the relevant year [[as varied for the year of account next following in accordance with the Syndicate Pre-emption Byelaw (No. 19 of 1997, 333);]] [(but excluding any MAPA participation of the Name of an amount less than the minimum for the time being prescribed by the Council for the purposes of this paragraph)].
NOTE
	(b)	The circumstances referred to in paragraph (a) above are:
	(i)	where the appointment of the Agent is to terminate under the provisions of clause 11.4; [and]
	(ii)	where the appointment of the Agent is to terminate under the provisions of clause 11.5 pursuant to a notice served by the Name’s Members’ Agent under clause 7.1(o) of the Members’ Agent’s Agreement between the Name and the Name’s Members’ Agent[.]
NOTE
[…]
NOTE
	(c)	For the purposes of this clause 11.11 the “relevant year” means the year in which notice of termination of the appointment of the Agent was given under this Agreement, or notice of termination of the appointment of the Name’s Members’ Agent was given under the Members’ Agent’s Agreement, as the case may be.]
NOTE
[11A. Assignment of Name’s right of future participation
  11A.1 In this clause:
	(a)	the “Succeeding Year” means, in relation to a nomination made under clause 11A.2, the year of account corresponding to the year next following that in which the nomination is made;
	[(b)	“The Name’s Prospective Participation” means the aggregate of:
	(i)	the Name’s member’s syndicate premium limit in respect of the Managed Syndicate for the year of account corresponding to the year in which a nomination is made under clause 11A.2 (or, if the Name and the Agent have agreed that the Name will be entitled to participate in the Managed Syndicate for the Succeeding Year with a different member’s syndicate premium limit, that other limit); and
	(ii)	if the Agent, in pursuance of the requirements of the Council relating to syndicate pre-emption, has offered the Name the opportunity to increase or required the Name to decrease his member’s syndicate premium limit for the Succeeding Year, the amount of the increase specified in that offer or the amount of the decrease so required as applicable.]
NOTE
  11A.2 Subject to and in accordance with the following provisions of this clause and any applicable requirements of the Council, the Name may in any year nominate an underwriting member or underwriting members to underwrite as a member or members of the Managed Syndicate for the Succeeding Year with a specified member’s syndicate premium limit not exceeding, or specified member’s syndicate premium limits not exceeding in the aggregate, the Name’s Prospective Participation, in substitution for the Name either wholly or, as the case may be, to the extent of the member’s syndicate premium limit or limits so specified.
  11A.3 Any nomination under this clause shall be in writing signed by the Name or by another person duly authorised to sign it on his behalf; and any such authority may be given in favour of such person or persons as shall be nominated by or under the authority of the Council in accordance with any applicable requirements of the Council.
  11A.4 Unless the Council shall otherwise direct or the Agent shall otherwise allow, any nomination under this clause shall not be effective unless on or before the date prescribed by the Council for the purposes of this sub-clause written notice of the nomination, together with any such other documents and information as may be prescribed by or under any applicable requirements of the Council, has been delivered to the Agent.
  11A.5 The Agent shall do all such acts and things and execute all such documents as shall be necessary or expedient on its part:
	(a)	to give effect to any nomination duly made under this clause;
	(b)	where a nomination or nominations have been made in respect of part only of the Name’s Prospective Participation, to enable the Name to underwrite as a member of the Managed Syndicate for the Succeeding Year with a member’s syndicate premium limit equal to the remaining part:
PROVIDED THAT:
	(A)	unless the requirements of the Council provide otherwise, this clause shall not oblige the Agent to enter into an agreement in the terms of the Standard Agents’ Agreement with a members’ agent if at the relevant time there is no such agreement (other than an agreement under which notice of termination has been given by either party) current between the Agent and that members’ agent;
	(B)	where the Managed Syndicate is a Direct Syndicate, this clause shall not oblige the Managing Agent to enter into an agreement in the terms of the Standard Members’ Agent’s Agreement with any person;
	(C)	the obligations of the Agent under this clause are subject to any direction for the time being in force given by the Council or by the Appeal Tribunal under the Agency Agreements Byelaw (No. 8 of 1988) that effect shall not be given to a nomination made under this clause.
  11A.6 Where effect is not given to a nomination made under this clause as a result of such a direction as is referred to in proviso (C) to clause 11A.5, the Agent shall, if so requested by or on behalf of the Name and subject to any direction given by the Council or the Appeal Tribunal, use its best endeavours to permit the Name to underwrite as a member of the syndicate for the Succeeding Year with the member’s syndicate premium limit which would have applied if the nomination had not been made.
  11A.7 If in any year the appointment of the Agent under this Agreement terminates by reason of the death of the Name, then, notwithstanding such termination, the rights conferred by this clause may be exercised for the benefit of the Name’s estate by the Name’s personal representatives or such other person as may be duly authorised by law to act on behalf of the Name’s estate.]
NOTE
12. Waiver of confidentiality
  12.1 In so far as is necessary for the purposes of the exercise by the Council of powers contained in Lloyd’s Acts 1871 to 1982 or in byelaws or regulations made thereunder, but not further or otherwise, the Name hereby:
	(a)	consents to the persons listed in paragraphs [(a), (b), (c) and (d)] of clause 12.2 providing to the Council any information or documents relating to the Underwriting or any part thereof, whether or not in response to a request by the Council; and
NOTE
	(b)	authorises and directs the Agent to waive on its own behalf all duties of confidentiality owed to the Agent by either of the persons listed in paragraphs (b) and (c) of clause 12.2 in respect of such information or documents.
  12.2 The persons referred to in clause 12.1 are:
	(a)	the Agent;
	(b)	if the Managed Syndicate is not a Direct Syndicate, the Name’s Members’ Agent;
	(c)	any co-ordinating agent appointed by the Name; and
	(d)	any auditor appointed by the Agent or by the Name’s Members’ Agent.
13. Relations between syndicate members
  13.1 Except to the extent provided in this Agreement, the Agent shall not in the performance of its duties under this Agreement discriminate between or treat
differently in any material respect the Name and any other member or members of the Managed Syndicate.
  13.2 There shall be attributed to the Name [(subject to clause 5(ca))] the same proportion of the risks underwritten by the Agent on behalf of the members of the Managed Syndicate and allocated to a year of account as the amount of the Name’s members’ syndicate premium limit in relation to the Managed Syndicate for that year of account bears to the syndicate allocated capacity of the Managed Syndicate for that year of account, in each case as specified in the initial syndicate constitution submitted by the Agent to Lloyd’s [filed with Lloyd’s] at or about the beginning of the relevant year; and this proportion shall not be materially altered during the course of the year except by reason of the operation of clause 14 or with the express previous consent of the Name.
NOTE
  13.3 Income received in respect of, and appreciation in the value of, deposits of investments held by the Managing Agent’s Trustees [or trustees of any Overseas Fund or Special Trust Fund] during any year on behalf of members of the Managed Syndicate or on behalf of members of the Managed Syndicate and members of other syndicates, as shown by realisations or transfers made during the year or by valuation at the end of the year, made where practicable at the mean market price or at such other price as the Agent (subject to the requirements of the Council) may determine, shall be held on their behalf and apportioned among the respective syndicates concerned (where applicable) and the respective years of account opened during that year in such proportions as the Agent shall in its absolute discretion consider fair having regard to the balances available for investment attributable to each of the relevant syndicates (where applicable) and each of the relevant years of account during the year.
NOTE
  13.4 The expenses and outgoings incurred in connection with the Underwriting which in the opinion of the Agent ought to be borne rateably by the Name and any other members of the Managed Syndicate shall be debited to their respective accounts and the Name’s rateable part thereof shall be calculated according to the proportion of risks attributed to the Name under clause 13.2. In the case of any expense or outgoing incurred in connection with the Underwriting which has been incurred in respect of more than one syndicate or more than one year of account, or in the case of a credit received in respect of any such expense or outgoing, the Agent may debit or, as the case may be, credit the respective accounts of the members of the Managed Syndicate with such proportions of that expense or outgoing as the Agent in its absolute discretion considers fair.
  13.5 If at the beginning of any year the Name’s underwriting membership of Lloyd’s has been and remains suspended or the Name has been and remains suspended from underwriting, the Name shall take no part in the Underwriting during that year whether or not such suspension is revoked or expires during the year.
  13.6 The Name hereby authorises and directs the Agent:
	(a)	in each year to enter into a Syndicate and Arbitration Agreement on its behalf with the Agent, every other member of the Managed Syndicate and every members’ agent through the agency of which the Name and any of those members participate in the Managed Syndicate; and
	(b)	to take such action or proceedings as the Agent thinks fit against any member of the Managed Syndicate or the members’ agent through the agency of which any such member participates in the Managed Syndicate who has committed or threatened to commit a breach of the terms of the Syndicate and Arbitration Agreement, on behalf and at the expense of the other members of the Managed Syndicate (including the Name).
14. Taking over provisions
  14.1 For the purposes of this clause an underwriting member of Lloyd’s (including, where the case so requires, the Name) shall be treated:
	(a)	as ceasing to be a member of the Managed Syndicate if the appointment of the Agent as the managing agent of that underwriting member in respect of the Managed Syndicate is terminated under any provision of clause 11 of the Managing Agent’s Agreement between that underwriting member and the Agent (or, in the case of the Name, this Agreement);
	(b)	if a direction of administrative suspension is made in relation to that underwriting member, as ceasing to be a member of the Managed Syndicate at the time when the direction takes effect and, if the direction is revoked or expires in the same year in which it is made, as again becoming a member of the Managed Syndicate upon such revocation or expiry [. . .]
NOTE
  14.2 [Subject to paragraph (e) of this clause, in] the event of changes in the membership of the Managed Syndicate for any reason whatsoever, including suspension, occurring otherwise than at the end of a year, then for the purposes of calculating the profit or loss of the Name and of the other members of the Managed Syndicate for the relevant year of account, the following provisions shall apply:
NOTE
	(a)	[Subject to paragraphs (aa) and (ab) of this clause, in] the event of the death or bankruptcy of a member of the Managed Syndicate, or in the event of the membership of a member of the Managed Syndicate being terminated by operation of law or by virtue of the provisions of clause 11.7(b) of the relevant Managing Agent’s Agreement [. . .] otherwise than at the end of any year, the relevant member of the Managed Syndicate shall, for the purposes of calculating the profit and loss of the Name and of every other member of the Managed Syndicate for the relevant year of account, be treated as though he had taken no part in the Underwriting during that year and the profit or loss which, apart from this provision, would have accrued to him from his participation as a member of the Managed Syndicate for the relevant year of account, together with his responsibility for all claims, expenses and outgoings payable in connection with the Underwriting, shall be apportioned among the other members of the Managed Syndicate in proportion to the amounts of their respective member’s syndicate premiums limits in relation to the Managed Syndicate.
NOTE
	[(aa)	Where the relevant member referred to in paragraph (a) of this clause 14.2 participates in the Managed Syndicate through a MAPA and not otherwise then the apportionment provided for in that paragraph shall be made only among the other members of such MAPA and in proportion to their respective MAPA participations in relation to such MAPA.
	(ab)	Where the relevant member referred to in paragraph (a) of this clause 14.2 participates in the Managed Syndicate partly through a MAPA and partly otherwise then:
	(i)	in relation to his MAPA participation, the method of apportionment provided for in paragraph (aa) of this clause 14.2 shall apply; and
	(ii)	in relation to his non-MAPA participation, the [method of] apportionment provided for in paragraph (a) of this clause 14.2 shall apply.]
NOTE
	(b)	In the event of:
	(i)	a member of the Managed Syndicate purporting to terminate the appointment of the Agent otherwise than at the end of any year in breach of any of the provisions of clause 11 of the relevant Managing Agent’s Agreement; [. . .] or
	(ii)	a member of the Managed Syndicate purporting to resign his underwriting membership of Lloyd’s in breach of the applicable requirements of Lloyd’s; or
	(iii)	a member of the Managed Syndicate purporting to terminate the Members’ Agent’s Agreement entered into by him with his members’ agent in breach of that agreement;
		then without prejudice to any rights or remedies which may be available to the Agent or the other members of the Managed Syndicate in consequence of the breach, the liabilities of the relevant member of the Managed Syndicate in respect of risks attributable to the relevant year of account shall, for the purposes of calculating the profit or loss of the Name and of every other member of the Managed Syndicate for the relevant year of account, be assessed by the Agent on the footing that the relevant member of the Managed Syndicate had continued to be a member of the Managed Syndicate until the end of that year.
NOTE
	(c)	[Subject to paragraphs (ca) and (cb) of this clause, in] the event of a member of the Managed Syndicate ceasing other than by reason of any of the events mentioned in paragraphs [(a), (aa), (ab)] and (b) of this clause 14.2 to be a member of the Managed Syndicate otherwise than at the end of any year, or in the event of a member of the Managed Syndicate again becoming a member of the Managed Syndicate on a date other than at the beginning of any year following the revocation or expiry of a direction of administrative suspension made by the Council earlier in the same year, then, as between all the members (including the Name and any other outgoing or incoming members) of the Managed Syndicate or their personal representatives, the profit or loss of the Managed Syndicate for the relevant year of account shall be divided between the members of the Managed Syndicate as follows, due regard being had to the provisions of paragraphs (a) and (b) of this clause 14.2 and their effect in relation to any member of the Managed Syndicate in respect of the year in question:
	(i)	the year shall be divided into periods (“Periods”) comprising: the period from the beginning of the year until the date of the first variation in the membership of the Managed Syndicate to which this sub-paragraph applies; each period between each such variation; and the period from the date of the last such variation until the end of the year;
	(ii)	on the closing of the Managed Syndicate’s accounts for the year the profit or loss of the Managed Syndicate (including any profit or loss reallocated pursuant to paragraph (a) above) shall be apportioned between the Periods by reference to the number of days in each Period;
	(iii)	the profit or loss apportioned to each Period shall be apportioned among members of the Managed Syndicate during such Period, having regard to paragraph (b) above, by reference to the amounts of their respective member’s syndicate premium limits in relation to the Managed Syndicate; and
	(iv)	the profit or loss of each member for the whole year shall then be ascertained by aggregating the profit or loss of such member in respect of each of the Periods during which he was a member of the Managed Syndicate.
NOTE
	[(ca)	Where the relevant member referred to in paragraph (c) of this clause 14.2 participates in the Managed Syndicate through a MAPA and not otherwise then:
	(i)	the division provided for in paragraph (c) of this clause 14.2 shall be made in relation to the members of such MAPA; and
	(ii)	the apportionment provided for by sub-paragraph (iii) of paragraph (c) of this clause 14.2 shall be made only among the members of such MAPA and in proportion to their respective MAPA participations in relation to such MAPA.
	(cb)	Where the relevant member referred to in paragraph (c) of this clause 14.2 participates in the Managed Syndicate partly through a MAPA and partly otherwise then:
	(i)	in relation to his MAPA participation, the method of division and apportionment provided for in paragraph (ca) of this clause 14.2 shall apply; and
	
	(ii)	in relation to his non-MAPA participation, the [method of] division and apportionment provided for in paragraph (c) of this clause 14.2 shall apply.]
	[(d)	For the purpose of this clause 14.2, “non-MAPA participation” means in relation to any member of a Managed Syndicate and a Managed Syndicate  the amount of the member’s syndicate premium limit allocated to the syndicate other than through a MAPA.]
NOTE
	[(e)	If the appointment of the Agent as the managing agent of an underwriting member in respect of the Managed Syndicate is terminated under any provision of clause 11 of the Managing Agent’s Agreement between that underwriting member and the Agent (or, in the case of the Name, this Agreement) otherwise than at the end of a year, and the member’s syndicate premium limit of that underwriting member is equal to or greater than 2% (or such other percentage as the Council may from time to time prescribe) of the syndicate allocated capacity of the Managed Syndicate, the Agent shall forthwith notify the Council and the Council may give such directions to modify the application of this clause 14 in relation to the Managed Syndicate as the Council may in its sole discretion think fit.
	(f)	Without limiting the generality of paragraph (e) of this clause 14.2, any directions given under that paragraph may include provision that, instead of the results of the Managed Syndicate for the relevant year of account being allocated between the members of the Managed Syndicate by dividing between them the profit or loss for that year of account as a whole on any basis specified in any other provision of this clause 14.2, such results be allocated instead by:
	(i)	causing accounts to be prepared for such periods of the year (“Accounting Periods”) on such basis and in accordance with such accounting policies as may be specified;
	(ii)	allocating the profit or loss of the Managed Syndicate for each such Accounting Period among the members of the Managed Syndicate during such Period by reference to the amounts of their respective member’s syndicate premium limits in relation to the Managed Syndicate; and
	(iii)	ascertaining the profit or loss of each member for the whole year by aggregating the profit or loss of such member in respect of each of the Accounting Periods during which he was a member of the Managed Syndicate.
	(g)	Any directions given under paragraph (e) of this clause 14.2 may also include:
	(i)	provision varying the time at which a member of the Managed Syndicate is to be treated as ceasing to be a member of the Managed Syndicate for the purposes of any of the preceding provisions of this clause;
	(ii)	consequential provision for the operation of clause 6.3 and 6.4 in such manner as the Council may in its sole discretion consider fair.]
NOTE
  14.3 The decision of the auditors for the time being of the Managed Syndicate as to any question or dispute relating to the operation of any part of this clause 14 shall, save in the case of manifest error, be final and binding on the Name and the Agent.
15. Variation
  15.1 None of the provisions of this Agreement, other than those provisions of Schedule 1 which are to be or may be completed or deleted as specified in the Agents’ Syndicate List or (in the case of a Direct Syndicate) the Syndicate List, may be varied or amended in any manner whatsoever (otherwise than in consequence of the operation of clause 1.4, clause 10 [, clause 14.2(e)] or clause 15.2) without the written consent of the Council. Any permitted variation or amendment of this Agreement shall, subject as aforesaid, be in writing and signed by each of the parties.
NOTE
  15.2 The Council may by byelaw vary or amend any of the provisions of this Agreement with effect from 1st January in any year provided that such date falls no sooner than eight months after the date of the relevant byelaw and each of the Name and the Agent hereby agrees that it will be bound by any such variation or amendment in accordance with its terms and that this Agreement will take effect as so varied or amended with effect from such date.
	[15.2	(a)The Council may by byelaw vary or amend any of the provisions of this Agreement with effect from 1st January in any year provided (subject to paragraph (b) below) that such date falls no sooner than eight months after the date of the relevant byelaw.
NOTE
	[[(b)	The Council may by byelaw made no later than 31 January 2003 but with effect from 1 January 2003 vary or amend any of the provisions of this Agreement (including, without limitation, clauses 11 and 11A) as it thinks necessary or expedient for the purpose of or in connection with the making or implementation of any byelaw or other requirement of the Council which may be made as a result of or in relation to any proposal contained in, arising from or developed in response to the proposals of the Chairman’s Strategy Group presented to the Council on 17 January 2002.]]
	(c)	Each of the Name and the Agent hereby agrees that it will be bound by any such variation or amendment in accordance with its terms and that this Agreement will take effect as so varied or amended with effect from such date.]
NOTE
  [15.3 Any agreement or arrangement (in either case whether or not legally binding and whether or not collateral to this Agreement) which has the effect of varying any of its terms (whether by altering the discretions, duties, rights or responsibilities of the Agent or otherwise) shall for purposes of clause 15.1 be treated as a variation of a term of this Agreement.]
NOTE
16. Arbitration
  16.1 Subject to clause 16.3, any dispute, difference, question or claim relating to this Agreement which may arise between the Agent and the Name shall be referred at the request of either party to arbitration in London by a sole arbitrator to be appointed, in default of agreement between the parties, by the Chairman or a Deputy Chairman of Lloyd’s for the time being.
  16.2 In conducting any arbitration provided for in this clause 16 the arbitrator shall not be bound by the strict rules of procedure or evidence. Save as aforesaid the statutory provisions for arbitration for the time being in force in England shall apply.
  16.3 This clause 16 does not apply to any dispute, difference, question or claim:
	(a)	relating to any of the provisions of clause 7.1 or clause 14; or
	(b)	which the Name, in accordance with the Modified Arbitration Procedure Byelaw (No. 4 of 1987), requests should be referred to arbitration under that byelaw, unless and until such a request is rejected under that byelaw.
NOTE
[16. Arbitration
  16.1 Subject to clause 16.2 and clause 16.3, any dispute, difference, question or claim arising under out of or in connection with this Agreement shall be referred at the request of either the Agent or the Name to arbitration in London under the rules of the Lloyd’s Arbitration Scheme for the time being, which rules are deemed to be incorporated by reference into this clause.
  16.2 This clause 16 does not apply to any dispute, difference, question or claim relating to any of the provisions of clause 7.1 or clause 14.
  16.3 This clause 16 does not apply or applies as modified to any dispute, difference, question or claim in respect of which and to the extent to which the application of this clause 16 is excluded or modified by byelaw or by the Lloyd’s Arbitration Scheme.]
NOTE
17. Agreement not a partnership
  17.1 Nothing in this Agreement shall constitute a partnership between the Name and the Agent or between the Name and any or all of the other members of the Managed Syndicate.
  17.2 The Name and the Agent acknowledge that the association between the members of a syndicate for a year of account is made solely for the purposes of, and is limited to, the underwriting of insurance business allocated to that year of account and matters arising out of or in connection with insurance business so underwritten, and nothing in this Agreement shall be taken to create to give rise to any longer or further association or to constitute the syndicate as an entity continuing from year to year.
18. Notices
  18.1 Any notice under this Agreement shall be in writing (including telex or facsimile transmission) and may be served by personal delivery or by leaving it at or sending it by prepaid post (which shall in the case of a notice under clause 11 be recorded delivery or registered post) to the address of the relevant party specified in clause 18.2 or in the case of a notice served by telex or facsimile transmission by transmitting it to the number specified in clause 18.2. Any notice so served or document sent by post shall be deemed to have been received 72 hours from the time of posting and any notice sent by telex or by facsimile transmission shall be deemed to have been received when evidence of its receipt is transmitted to the person sending it.
  18.2 (a) Any notice given to the Agent may be left at or sent to the address of the Agent set out in, or to the telex or facsimile number referred to in, the Agent’s Agreement between the Agent and the Name’s Members’ Agent or (in the case of a Direct Syndicate) in the Members’ Agent’s Agreement between the Agent and the Name or such other address as the Agent may from time to time notify to the Members’ Agent or (in the case of a Direct Syndicate) to the Name.
	(b)	Any notice given to the Name:
	(i)	if the Managed Syndicate is not a Direct Syndicate, may be left at or sent to the address or telex or facsimile number at or to which notices to the Name’s Members’ Agent may for the time being be left or sent for the purposes of clause 10 of the Agents’ Agreement between the Name’s Members’ Agent and the Agent;
	(ii)	if the Managed Syndicate is a Direct Syndicate, may be left at or sent to the address or telex or facsimile number of the Name at or to which notices may for the time being be left or sent for the purposes of clause 17 of the Members’ Agent’s Agreement between the Name and the Agent.
19. Governing law and jurisdiction
  19.1 This Agreement is governed by, and shall be construed in accordance with, the laws of England.
  19.2 Each of the parties hereby irrevocably submits for all purposes of and in connection with this Agreement to the exclusive jurisdiction of the courts of England.
Schedule 1. Agent’s Fees
[Schedule 1 to Schedule 3 of the Byelaw]
Part A: Annual Fee
The fee payable to the Agent under clause 6.1 in relation to each year of account shall be:
—— % of the Name’s member’s syndicate premium limit in relation to the Managed Syndicate for that year of account*
OR
£ —— *
OR
—— % of the first £ —— or any part thereof
—— % of the next £ —— or any part thereof
—— % of the next £ —— or any part thereof
—— % of any excess over £ ——
of the Name’s member’s syndicate premium limit in relation to the Managed Syndicate for that year of account*
subject to a minimum/maximum of £ ——*†
payable monthly/quarterly/annually* in advance/arrears* on [date or dates*] in the year corresponding to the relevant year of account.
*As specified in the Agents’ Syndicate List or (in the case of a Direct Syndicate) the Syndicate List.
†This provision is optional.
Part B: Profit Commission and Deficit Clause
1. Basis of calculation
  The profit commission payable to the Agent in respect of each year of account of the Managed Syndicate shall be the percentage specified in the Agents’ Syndicate List or (if the Managed Syndicate is a Direct Syndicate) the Syndicate List of the Name’s Adjusted Profit for the relevant year of account, the Adjusted Profit being calculated in accordance with the following provisions of this Schedule.
2. Determination of underwriting profits and losses
  For the purposes of this Schedule the closed year of account profit or loss of the Managed Syndicate for any year of account shall, subject to the following provisions of this Schedule, be determined by reference to the audited underwriting account of the Managed Syndicate for the relevant year of account but any necessary adjustments shall be made to ensure that:
	(a)	investment income shall be taken into account before deduction of tax;
	(b)	capital appreciation and depreciation and profit or loss on the realisation of investments shall be taken into account before making any provision for tax thereon;
	(c)	foreign currency exchange gains and losses shall be taken into account;
	(d)	no deduction shall be made for any United Kingdom or overseas taxation on underwriting profits; and
	(e)	deductions shall be made for syndicate expenses [. . .] but not for any other charges, costs or expenses incurred by the Name.
NOTE
3. Deficit clause: basic calculation or Adjusted Profit
  (a) Subject to the following provisions of this Schedule, the Name’s Adjusted Profit for any year of account (“the Relevant Year”) is the Name’s Syndicate Profit for the Relevant Year less the Eligible Losses at the Closing Date of the Relevant Year.
  (b) In this Schedule:
	(i)	“the Name’s Allocation” for a year of account means the amount of the Name’s member’s syndicate premium limit in relation to the Managed Syndicate for that year of account;
	(ii)	“Syndicate Profit” for a year of account means the closed year of account profit of the Managed Syndicate for that year of account determined in accordance with paragraph 2 above, and “Syndicate Loss” has a corresponding meaning;
	[(iia)	“the Name’s expenses” for a year of account means the amount payable by the Name in respect of that year of account by way of Lloyd’s subscriptions, Central Fund contributions, New Central Fund contributions and the Agent’s annual fee;]
	(iii)	“Name’s Syndicate Profit” for a year of account means the amount of the Syndicate Profit attributable to the Name’s Allocation for that Year of account (as adjusted, where applicable, under clause 14), and “Name’s Syndicate Loss” has a corresponding meaning;
	(iv)	a Name’s Syndicate Loss incurred in respect of a year of account is deemed to be incurred at the Closing Date of that year of account;
	(v)	“Closing Date” means a date at which a year of account is closed;
	(vi)	“Prior Year End(s)” means, in relation to a Closing Date, the end(s) of the [*] year(s) immediately preceding the year ending on that Closing Date;
	(vii)	“Eligible Loss” means, in relation to the calculation of the Name’s Adjusted Profit for the Relevant Year, a Name’s Syndicate Loss, Name’s Initial Deficit or Name’s Further Deficit incurred at the Closing Date of the Relevant Year or at a Prior Year End, so far as not taken into account under this Schedule in calculating the Name’s Adjusted Profit for a year of account closed before or at the same time as the Relevant Year; and
	(viii)	“Name’s Initial Deficit” and “Name’s Further Deficit” have the meanings respectively given to them in paragraph 6 below.
  * As specified in the Agents’ Syndicate List or (if the Managed Syndicate is a Direct Syndicate) the Syndicate List.
NOTE
4. Deficit clause: carry-forward of surplus Eligible Losses
  If the Eligible Losses exceed the Name’s Syndicate Profit for the Relevant Year, the Name’s Adjusted Profit for the Relevant Year shall be treated as nil and so much of the excess as was not incurred at the earliest Prior Year End shall be carried forward as Eligible Losses available, subject to the provisions of this Schedule, to be taken into account in calculating the Name’s Adjusted Profit at the following Closing Date.
5. Deficit clause: priority among Eligible Losses
  Where the calculation of the Name’s Adjusted Profit involves subtracting from the Name’s Syndicate Profit Eligible Losses incurred at more than one year end, the Eligible Losses incurred at the earliest relevant year end shall be deemed to be subtracted first.
6. Deficit clause: run-off accounts
  (a) This paragraph applies where a year of account of the Managed Syndicate (“the Run-off Year”) is not closed at the date at which it would normally have been closed in accordance with the policies and procedures generally adopted in respect of the Managed Syndicate (“the Normal Closing Date”).
	(b)	(i)	Where the run-off account result for the Run-off Year at the Normal Closing Date, as shown in the annual report prepared as at that date, is a deficit, that deficit is in this Schedule referred to as the “Initial Deficit”, and the amount of the Initial Deficit attributable to the Name is referred to as the “Name’s Initial Deficit”.
		(ii)	Where at any anniversary or the Normal Closing Date the Run-off Year remains open and the cumulative run-off account balance for the Run-off Year as at that anniversary, as shown in the annual report prepared as at that anniversary, is a deficit, that deficit is in this Schedule referred to as an “Intermediate Deficit”, and the amount of an Intermediate Deficit attributable to the Name is referred to as a “Name’s Intermediate Deficit”.
		(iii)	If the Run-off Year is closed, the Syndicate Profit or Syndicate Loss in respect of the Run-off Year, as shown in the annual report prepared as at the Closing Date, is in this Schedule referred to as the “Final Balance”, and the amount of the Final Balance attributable to the Name is referred to as the “Name’s Final Balance”.
  (c) A Name’s Initial Deficit shall for the purposes of the definition of “Eligible Loss” in paragraph (3)(b) above be treated as incurred at the Normal Closing Date.
  (d) If at any anniversary of the Normal Closing Date there is a Name’s Intermediate Deficit exceeding whichever is the greatest of the Name’s Initial Deficit and any previous Name’s Intermediate Deficit, a loss equal to the excess (or, where there has been no Name’s Initial Deficit and no previous Name’s Intermediate Deficit, equal to the Name’s Intermediate Deficit at that anniversary) shall be treated as incurred at that anniversary. Such a loss is in this Schedule referred to as a “Name’s Further Deficit”.
  (e) If the Run-off Year is closed, the name’s Final Balance at the Closing Date shall be adjusted by crediting an amount equal to the aggregate amounts of the Name’s Initial Deficit and of any Name’s Further Deficit which previously have beenapplied as Eligible Losses in reducing the Name’s Adjusted Profit at the Closing Date of any other year of account. The resulting amount (“the Adjusted Final Balance”) shall be treated as the Name’s Syndicate Profit arising, or the Name’s Syndicate Loss incurred, at the Closing Date of the Run-off Year.
7. Deficit clause: apportionment of Eligible Losses
  (a) Where a Name’s Syndicate Profit arises on the closing of each of two or more years of account closed at the same date, any Eligible Losses available at that date shall be apportioned between the respective Name’s Syndicate Profits rateably according to the amounts of those Name’s Syndicate Profits.
  (b) Where the calculation of the Name’s Adjusted Profit involves subtracting from a Name’s Syndicate Profit Eligible Losses incurred at the same year end in respect of two or more years of account, those Eligible Losses shall be apportioned between the relevant years of account rateably according to the respective total amounts of the Eligible Losses as at the relevant Closing Date attributable to each such year of account.
  (c) Any apportionments falling to be made under this paragraph in a case where paragraph 8 below applies shall be made before effect is given to that paragraph.
[7A. Deficit Clause: Syndicate Merger
  (a) This paragraph 7A applies where:
	(i)	for any Relevant Year after 1998 the Managed Syndicate is a successor syndicate in consequence of a syndicate merger;
	(ii)	the successor syndicate and the ceasing syndicate are or were managed by the same managing agent or by related managing agents; and
	(iii)	the Name is a member of the successor syndicate for the Relevant Year and was a member of the ceasing syndicate for its final year of account and of the successor syndicate for the next following year of account.
  (b) Any Syndicate Loss, Initial Deficit or Further Deficit of the ceasing syndicate which, if the ceasing syndicate had continued to accept new or renewal business for subsequent years of account, would have been an Eligible Loss under the Managing Agent’s Agreement between the Name and the managing agent of the ceasing syndicate for the purpose of calculating any profit commission payable by the Name under that agreement for the Relevant Year (assuming neither profit nor loss for the ceasing syndicate for any year of account between its final year of account and the Relevant Year) shall, subject to any adjustment in accordance with sub-paragraph (c) or (d) below, be treated as an Eligible Loss of the Managed Syndicate for the purposes of this Part B.
  (c) Where the Name’s Allocation for the final year of account of the ceasing syndicate was greater than the Name’s Merger Allocation and Eligible Losses attributable to any year or years of account of the ceasing syndicate fall under this paragraph 7A to be subtracted from the Syndicate Profit in calculating the Syndicate Adjusted Profit for the Relevant Year of the Managed Syndicate, the aggregate amount of the Eligible Losses attributable to that year or those years of account of the ceasing syndicate which may be so subtracted is limited to:
L x A2
A1
where:
	L	=the amount of the Eligible Losses attributable to that year or those years of account of the ceasing syndicate;
	A1	=the amount of the Name’s Allocation for the last year of account of the ceasing syndicate; and
	A2	=the amount of the Name’s Merger Allocation.
  (d) Where the Name’s Allocation for the final year of account of the ceasing syndicate was less than the Name’s Merger Allocation and Eligible Losses attributable to any year or years of account of the ceasing syndicate fall under this paragraph 7A to be subtracted from the Syndicate Profit in calculating the Syndicate Adjusted Profit for the Relevant Year of the Managed Syndicate, the aggregate amount of the Eligible Losses attributable to that year or those years of account of the ceasing syndicate which may be so subtracted is limited to:P × A1/A2
where:
	P	=the amount of the Syndicate Profit for the Relevant Year;
	A1	=the amount of the Name’s Allocation for the last year of account of the ceasing syndicate; and
	A2	=the amount of the Name’s Merger Allocation.
  (e) For the purposes of this paragraph 7A:
	(i)	“ceasing syndicate” and “successor syndicate” have the meanings given in the Major Syndicate Transactions Byelaw (No. 18 of 1997, 332);
	(ii)	“related managing agents” means two or more managing agents, being bodies corporate, which are members of the same group, and “group” means for this purpose a holding company and its subsidiaries, in each case as defined by section 736 of the Companies Act 1985;
	(iii)	“Name’s Merger Allocation” means the amount of the Name’s Allocation on the successor syndicate for the first year of account after the syndicate merger to which the Name became entitled, by reason of the terms of the syndicate merger or by reason of any requirements of the Council made in relation thereto, by reference to the amount of the Name’s Allocation for the final year of account of the ceasing syndicate; and
	(iv)	expressions defined in paragraph 3(b) of this Part in relation to the Managed Syndicate have the corresponding meanings in relation also to a ceasing syndicate notwithstanding that the ceasing syndicate is not the Managed Syndicate.]
NOTE
8. Deficit clause: effect of changes in the Name’s participation
  (a) Where the Name’s Allocation for the Relevant Year is less than the Name’s Allocation for another year of account and Eligible Losses attributable to that other year of account fall to be subtracted from the Name’s Syndicate Profit in calculating the Name’s Adjusted Profit for the Relevant Year, the amount of Eligible Losses attributable to that other year of account which may be so subtracted is limited to:
L × A2
A1
where:
	L  	= the amount of the Eligible Losses attributable to that other year of   account;
	A1	= the amount of the Name’s Allocation for that other year of account; and
	A2	= the amount of the Name’s Allocation for the Relevant Year.
  (b) Where the Name’s Allocation for the Relevant Year is greater than the Name’s Allocation for another year of account and Eligible Losses attributable to that other year of account fall to be subtracted from the Name’s Syndicate Profit in calculating the Name’s Adjusted Profit for the Relevant Year, the amount of Eligible Losses attributable to that other year of account which may be so subtracted is limited to an amount equal to:
L × A1
A2
where:
	P  	= the Name’s Syndicate Profit for the Relevant Year;
	A1	= the amount of the Name’s allocation for that other year of account; and
	A2	= the amount of the Name’s allocation for the Relevant Year.
9. Transitional provision
  References in this Schedule to a year of account do not include a year of account earlier than the 1990 year of account.
NOTE
[9. Transitional Provisions
	(a)	References in this Schedule to a year of account do not include a year of account earlier than the 1990 year of account.
	(b)	References in this Schedule to the ends of the two (or more) years immediately preceding a year ending on a Closing Date do not include a year ending earlier than 31 December 1995.]
NOTE
10. Time of payment
  The profit commission payable to the Agent in respect of any year of account shall be calculated and paid forthwith upon the despatch to the Name’s Members’ Agent (or, where the Managed Syndicate is a Direct Syndicate, the Name) of the annual report prepared as at the Closing Date of the relevant year of account.
NOTE
[Schedule 1. Agent’s Fees
Part A: Annual Fee
The fee payable to the Agent under clause 6.1 in respect of each year of account shall be:
——% of the Name’s member’s syndicate premium limit in relation to the Managed Syndicate for that year of account*
payable (subject to any requirements of the Council) monthly/quarterly/annually*
in advance/arrears*
on [date or dates*]
in the year corresponding to the relevant year of account.
* As specified in the Agents’ Syndicate List or (in the case of a Direct Syndicate) the Syndicate List.
Part B: Profit Commission and Deficit Clause
1. Basis of calculation
  The profit commission payable to the Agent under clause 6.2 in respect of each year of account of the Managed Syndicate shall be the percentage specified in the Agents’ Syndicate List or (if the Managed Syndicate is a Direct Syndicate) the Syndicate List of the Name’s Adjusted Profit for the relevant year of account, the Adjusted Profit being calculated in accordance with the following provisions of this Schedule.
2. Determination of underwriting profits and losses
  For the purposes of this Schedule the closed year of account profit or loss of the Managed Syndicate for any year of account shall, subject to the following provisions of this Schedule, be determined by reference to the audited underwriting account of the Managed Syndicate for the relevant year of account but any necessary adjustments shall be made to ensure that:
	(a)	investment income shall be taken into account before deduction of tax;
	(b)	capital appreciation and depreciation and profit or loss on the realisation of investments shall be taken into account before making any provision for tax thereon;
	(c)	foreign currency exchange gains and losses shall be taken into account;
	(d)	no deduction shall be made for any United Kingdom or overseas taxation on underwriting profits; and
	(e)	deductions shall be made for syndicate expenses, [. . .] but not for any other charges, costs or expenses incurred by the Name.
NOTE
3. Deficit clause: basic calculation of Adjusted Profit
	(a)	Subject to the following provisions of this Schedule, the Name’s Adjusted Profit for any year of account is the amount of the Syndicate Adjusted Profit attributable to the Name’s Allocation for that year of account [less the Name’s Expenses for that year of account] (as adjusted, where applicable, under clause 14).
NOTE
	(b)	In this Schedule:
	(i)	“Syndicate Adjusted Profit” for any year of account (“the Relevant Year”) is the Syndicate Profit for the Relevant Year less the Eligible Losses at the Closing Date of the Relevant Year;
	(ii)	“the Name’s Allocation” for a year of account means the amount of the Name’s member’s syndicate premium limit in relation to the Managed Syndicate for that year of account. [“the Name’s Expenses” for a year of account means the amount payable by the Name in respect of that year of account by way of Lloyd’s subscriptions, Central Fund contributions made under any general or special levy pursuant to paragraph 4(1) or (5) of the Central Fund Byelaw (No. 4 of 1986, 506) (including any contributions under any such agreement as is referred to in paragraph 4 of the Membership, Central Fund and Subscriptions (Miscellaneous Provisions) Byelaw (No. 16 of 1993, 514)) and the Agent’s annual fee;]
NOTE
	(iii)	“Syndicate Profit” for a year of account means the closed year of account profit of the Managed Syndicate for that year of account determined in accordance with paragraph 2 above, and “Syndicate Loss” has a corresponding meaning;
	(iv)	a Syndicate Loss incurred in respect of a year of account is deemed to be incurred at the Closing Date of that year of account;
	(v)	“Closing Date” means a date at which a year of account is closed;
	(vi)	“Prior Year End(s)” means, in relation to a Closing Date, the end(s) of the [*] year(s) immediately preceding the year ending on that Closing Date;
*As specified in the Agent’s Syndicate List or (if the Managed Syndicate is a Direct Syndicate) the Syndicate List.
	(vii)	“Eligible Loss” means, in relation to the calculation of the Syndicate Adjusted Profit for the Relevant Year, a Syndicate Loss, Initial Deficit or Further Deficit incurred at the Closing Date of the Relevant Year or at a Prior Year End, so far as not taken into account under this Schedule in calculating the Syndicate Adjusted Profit for a year of account closed before or at the same time as the Relevant Year; and
	(viii)	“Initial Deficit” and “Further Deficit” have the meanings respectively given to them in paragraph 6 below.
4. Deficit clause: carry-forward of surplus Eligible Losses
  If the Eligible Losses exceed the Syndicate Profit for the Relevant Year, the Syndicate Adjusted Profit for the Relevant Year shall be treated as nil and so much of the excess as was not incurred at the earliest Prior Year End shall be carried forward as Eligible Losses available, subject to the provisions of this Schedule, to be taken into account in calculating the Syndicate Adjusted Profit at the following Closing Date.
5. Deficit Clause: Priority among Eligible Losses
  Where the calculation of the Syndicate Adjusted Profit involves subtracting from the Syndicate Profit Eligible Losses incurred at more than one year end, the Eligible Losses incurred at the earliest relevant year end shall be deemed to be subtracted first.
6. Deficit Clause: run-off accounts
	(a)	This paragraph applies where a year of account of the Managed Syndicate (“the Run-off Year”) [is not closed] at the date at which it would normally have been closed in accordance with the policies and procedures generally adopted in respect of the Managed Syndicate (“the Normal Closing Date”).
	(b)	(i)Where the run-off account result for the Run-off Year at the Normal Closing Date, as shown in the annual report prepared as at that date, is a deficit, that deficit is in this Schedule referred to as the “Initial Deficit”, [. . .].
		(ii)Where at any anniversary of the Normal Closing Date the Run-off Year remains open and the cumulative run-off account balance for the Run-off Year as at that anniversary, as shown in the annual report prepared as at that anniversary, is a deficit, that deficit is in this Schedule referred to as an “Intermediate Deficit”.
		(iii)If the Run-off Year is closed, the Syndicate Profit or Syndicate Loss in respect of the Run-off Year, as shown in the annual report prepared as at the Closing Date, is in this Schedule referred to as the “Final Balance”.
NOTE
	(c)	An Initial Deficit shall for the purposes of the definition of “Eligible Loss” in paragraph 3(b) above be treated as incurred at the Normal Closing Date.
	(d)	If at any anniversary of the Normal Closing Date there is an Intermediate Deficit exceeding whichever is the greatest of the Initial Deficit and any previous Intermediate Deficit, a loss equal to the excess (or, where there has been no Initial Deficit and no previous Intermediate Deficit, equal to the Intermediate Deficit at that anniversary) shall be treated as incurred at that anniversary. Such a loss is in this Schedule referred to as a “Further Deficit”.
	(e)	If the Run-off Year is closed, the Final Balance at the Closing Date shall be adjusted by crediting an amount equal to the aggregate amounts of the Initial Deficit and of any Further Deficit which previously have been applied as Eligible Losses in reducing the Syndicate Adjusted Profit at the closing Date of any other year of account. The resulting amount (“the Adjusted Final Balance”) shall be treated as the Syndicate Profit arising, or the Syndicate Loss incurred, at the Closing Date of the Run-off Year.
7. Deficit clause: apportionment of Eligible Losses
	(a)	Where a Syndicate Profit arises on the closing of each of two or more years of account closed at the same date, any Eligible Losses available at that date shall be apportioned between the respective Syndicate Profits rateably according to the amounts of those Syndicate Profits.
	(b)	Where the calculation of the Syndicate Adjusted Profit involves subtracting from a Syndicate Profit Eligible Losses incurred at the same year end in respect of two or more years of account, those Eligible Losses shall be apportioned between the relevant years of account rateably according to the respective total amounts of the Eligible Losses as at the relevant Closing Date attributable to each such year of account.
	(c)	Any apportionments falling to be made under this paragraph in a case where paragraph 8 below applies shall be made before effect is given to that paragraph.
8. Transitional provisions
	(a)	References in this Schedule to a year of account do not include a year of account earlier than the 1994 year of account.
	(b)	References in this Schedule to the ends of the two (or more) years immediately preceding a year ending on a Closing Date do not include a year ending earlier than 31 December 1996.
9. Time of payment
  The profit commission payable to the Agent in respect of any year of account shall be calculated and paid forthwith upon the despatch to the Name’s Members’ Agent (or, where the Managed Syndicate is a Direct Syndicate, the Name) of the annual report prepared as at the Closing Date of the relevant year of account.]
Schedule 2. The Syndicate and Arbitration Agreement
[Schedule 2 to Schedule 3 of the Byelaw]
THIS AGREEMENT is made on
...........................................................................
BETWEEN:
	(1)	...............................................................................................whose registered/principal office is at .............................................................
		...................................................................................................(the “Managing Agent”);
	(2)	Each of the underwriting members of Lloyd’s who participates in the Managed Syndicate (as defined below) for the Relevant Year of Account (as defined below), the names of such underwriting members being listed in the syndicate constitution attached to this Agreement (the “Names”); and
	(3)	Each of the members’ agents through the agency of which the Names participate in the Managed Syndicate for the Relevant Year of Account, the names of such members’ agents being listed in the syndicate constitution attached to this Agreement (the “Members’ Agents”).
WHEREAS
Each of the Names and each of the Members’ Agents has authorised and directed the Managing Agent to enter on their behalf into an agreement in the form of this Agreement.NOW IT IS AGREED as follows:
1. Interpretation
  1.1 In this Agreement, unless the context otherwise requires:
[“Managing Agent’s Agreement” means an agreement between a Name and the Managing Agent in the terms of the standard agreement set out in Schedule 3 or (in the case of a Name which is a body corporate) Schedule 4 to the Agency Agreements Byelaw (No. 8 of 1988, 310) regulating the Name’s participation in the Managed Syndicate for the Relevant Year of Account;]
“Managed Syndicate” means the syndicate specified in the Schedule;
“Relevant Year of Account” means the year of account specified in the Schedule;
“Standard Members’ Agent’s Agreement” means the form of agreement between an underwriting member of Lloyd’s and a members’ agent prescribed by the Agency Agreements Byelaw (No. 8 of 1988, 310).
NOTE
  1.2 Unless the context otherwise requires and except for the words and expressions defined in clause 1.1, words and expressions defined in the Standard Members’ Agent’s Agreement have the same meanings in this Agreement.
  [1.2A In relation to a Name which is a body corporate, references in this Agreement to a “Managing Agent’s Agreement” or to any particular provisions thereof shall be treated respectively as references to any agency agreement between that Name and the Managing Agent in relation to the Managed Syndicate or to the corresponding provisions thereof.]
NOTE
  1.3 This Agreement shall apply to the Managed Syndicate for the Relevant Year of Account.
2. Undertakings of the Names
  Each of the Names hereby undertakes to each of the other Names, the Managing Agent and each of the Members’ Agents:
	(a)	to comply with the provisions of the Managing Agent’s Agreement between that Name and the Managing Agent in relation to the Managed Syndicate;
	(b)	without prejudice to paragraph (a) above, to remain a member of the Managed Syndicate unless and until the appointment of the Managing Agent under the Managing Agent’s Agreement between that Name and the Managing Agent in relation to the Managed Syndicate is terminated pursuant to and in accordance with the provisions of clause 11 of that agreement; and
	(c)	not to terminate the appointment of the Members’ Agent designated by that Name as being appointed to act as his members’ agent in relation to the Managed Syndicate for the Relevant Year of Account otherwise than pursuant to and in accordance with the provisions of clause 11 of the Members’ Agent’s Agreement between that Name and that Members’ Agent.
3. Syndicate Disputes
  3.1 Any disputes, differences, questions or claims whatsoever between any or all of the Names, the Members’ Agents and the Managing Agent, whether in contract, tort or otherwise, arising at any time and in any way out of or in connection with or in relation to the Managed Syndicate for the Relevant Year of Account or to its constitution or business for the Relevant Year of Account (“Syndicate Disputes”) shall be referred to arbitration in London by a sole arbitrator to be appointed at the instance of any of such Names, Members’ Agents or the Managing Agent by the Chairman or a Deputy Chairman of Lloyd’s for the time being.
  3.2 Any Syndicate Disputes which involve common questions or issues shall be referred to the same arbitrator who shall have full power to direct that any such Syndicate Disputes shall be heard concurrently between each and all of the Names, Members’ Agents and the Managing Agent involved.
  3.3 In conducting any arbitration provided for under this Agreement the arbitrator shall not be bound by the strict rules of procedure or evidence. Save as aforesaid the statutory provisions for arbitration for the time being in force in England shall apply.
  3.4 This clause 3 does not apply to any dispute, difference, question or claim:
	(a)	relating to any of the provisions of clause 7.1, clause 13.6 or clause 14 of the Managing Agent’s Agreement between any of the Names and the Managing Agent; or
	(b)	which any Name, in accordance with the Modified Arbitration Procedure Byelaw (No. 4 of 1987), requests should be referred to arbitration under that byelaw, unless and until such a request is rejected under that byelaw.
NOTE
[3. Syndicate Disputes
  3.1 Subject to clause 3.3 and clause 3.4, any disputes, differences, questions or claims whatsoever between any or all of the Names, the Members’ Agents and the Managing Agent, whether in contract, tort or otherwise, arising at any time and in any way out of or in connection with or in relation to the Managed Syndicate for the Relevant Year of Account or its constitution or business for the Relevant Year of Account (“Syndicate Disputes”) shall be referred at the request of any such Names, Members’ Agents or the Managing Agent to arbitration in London under the rules of the Lloyd’s Arbitration Scheme for the time being, which rules are deemed to be incorporated by reference into this clause.
  3.2 Subject to the rules of the Lloyd’s Arbitration Scheme, any Syndicate Disputes which involve common questions or issues shall be referred to the same arbitrator or arbitrators who shall have full power to direct that any such Syndicate Disputes shall be heard concurrently between each and all of the Names, Members’ Agents and the Managing Agent involved.
  3.3 This clause 3 does not apply to any dispute, difference, question or claim relating to any of the provisions of clause 7.1, clause 13.6 or clause 14 of the Managing Agent’s Agreement between any of the Names and the Managing Agent.
  3.4 This clause 3 does not apply or applies as modified to any dispute, difference, question or claim in respect of which and to the extent to which the application of this clause 3 is excluded or modified by byelaw or by the Lloyd’s Arbitration Scheme.]
NOTE
IN WITNESS whereof this Agreement has been signed by the Managing Agent on its own behalf and for and on behalf of each of the Names and each of the Members’ Agents the day and year first above written.
Schedule
The Managed Syndicate is syndicate no.——
The Relevant Year of Account is the——year of account
SIGNED byfor and on behalf of

the Managing Agent,
each of the Names and
each of the Members’
Agents in the
presence of:
[Schedule 4: the Managing Agent’s Agreement (Corporate Member)
NOTE
THIS AGREEMENT is made on ______________________________________ between:
(1) ___________________________________ whose registered/principal office is at
___________________________________________ (the “Corporate Member”); and
(2) ___________________________________ whose registered/principal office is at
 ___________________________________________ (the “Agent”).
WHEREAS the Corporate Member wishes to appoint the Agent to act as its managing agent in respect of the underwriting business carried on by it as a member of a particular syndicate or syndicates at Lloyd’s.
NOW IT IS AGREED as follows:
1. Interpretation
  1.1 In this Agreement, unless the context otherwise requires:
“active underwriter” has the meaning given to it in the Underwriting Agents Byelaw (No. 4 of 1984);
the “Agent” includes, in the case of a partnership, any persons who are for the time being carrying on, under whatever name or style, the business of that partnership, and includes any Substitute Agent;
“Agents’ Syndicate List” has the meaning given to it in paragraph 1 of the Agency Agreements Byelaw (No. 8 of 1988, 310);
“Audited Closed Year Loss” means a loss ascertained at the closing of a year of account of the Managed Syndicate, the amount of which is set out in an annual report complying with the Syndicate Accounting Byelaw (No. [18 of 1994, 326]) in relation to which the syndicate auditor has reported in the terms specified in paragraph 12(c) of that byelaw;
NOTE
[“Central Fund contribution” means any contribution to the Central Fund made under any general or special levy pursuant to the Central Fund Byelaw (No. 4 of 1986, 506) (including any contributions made under the Syndicate Premium Income Byelaw (No. 6 of 1984, 201) but not any special contributions under any such agreement as is referred to in paragraph 4 of the Membership, Central Fund and Subscriptions (Miscellaneous Provisions) Byelaw (No. 16 of 1993, 514));]
NOTE
“closed” in relation to a year of account, means closed by reinsurance to close;
“Corporate Member” includes [(i)] any person to whom the Corporate Member’s property may pass by operation of law in any jurisdiction on bankruptcy, reorganisation or otherwise [and, on the dissolution of a Scottish Limited Partnership, any general partner;];
NOTE
[…]
NOTE
the “Council” means the Council of Lloyd’s and includes its delegates and persons by whom it acts;
“Corporate Member’s Syndicate List” means a schedule in the form prescribed under paragraph 6 of the Agency Agreements Byelaw (No. 8 of 1988) prepared in respect of a year of account listing the Managed Syndicates for that year of account and specifying (among other things) in relation to each Managed Syndicate the Corporate Member’s member’s syndicate premium limit and the basis and level of the Agent’s remuneration and, where applicable, the formulae for ascertaining such syndicate premium limit and remuneration;
[…]
NOTE
the “Lloyd’s Arbitration Scheme” means any rules made or any scheme established from time to time by a special resolution of the Council or by byelaw in relation to the conduct of arbitrations;
“LPSO” [has the meaning given to it in the Interpretation Byelaw (No. 1 of 1983, 500);]
NOTE
“Managed Syndicate” means a syndicate of which the Corporate Member is a member and in respect of which the Agent is the managing agent;
“managing agent” means an underwriting agent which is listed as a managing agent on the register of underwriting agents maintained under the Underwriting Agents Byelaw (No. 4 of 1984, 101) and which is appointed by an underwriting member of Lloyd’s to provide services and perform duties of the same kind and nature as those set out in this Agreement in respect of a particular syndicate;
“Managing Agent’s Agreement” means an agreement between an underwriting member of Lloyd’s and a managing agent in the terms of the Standard Managing Agent’s Agreement (General) or (where the underwriting member is a body corporate [or a Scottish Limited Partnership]) in substantially the same terms as this Agreement;
NOTE
“Managing Agent’s Trustees” means the trustees of the Premiums Trust Fund appointed by the Agent in its capacity as the Corporate Member’s managing agent pursuant to the Premiums Trust Deed [or, where any Overseas Direction or Special Trust Direction provides for the Agent in its capacity as the Corporate Member’s managing agent to appoint trustees, the trustees of the Overseas Fund or Special Trust Fund (as the case may be) so appointed];
NOTE
“MAPA participation” means, in relation to any member of a Managed Syndicate, a Managed Syndicate and a MAPA, the amount of the member’s syndicate premium limit of that member allocated to the syndicate through a MAPA operated by the members’ agent of that member as ascertained in accordance with the formula specified in an Agents’ Syndicate List prepared by that member’s agent;
“members’ agent” means an underwriting agent which is listed as a members’ agent on the register of underwriting agents maintained under the Underwriting Agents Byelaw (No. 4 of 1984, 101) and which is appointed by an underwriting member of Lloyd’s to provide services and perform duties of the same kind and nature as those set out in the Standard Members’ Agent’s Agreement;
“members’ agent pooling arrangement” or “MAPA” means an arrangement of the kind described in paragraph 10 of the Agency Agreements Byelaw (No. 8 of 1988, 310) operated by a members’ agent;
“Member’s Agent’s Agreement” means an agreement between an underwriting member of Lloyd’s and a members’ agent in the form of the Standard Members’ Agent’s Agreement;
“Membership Agreement” means an agreement between a member of the Society which is a body corporate [or a Scottish Limited Partnership] and the Council in the form of the agreement for the time being prescribed by the Council pursuant to paragraph 3 of the Membership Byelaw (No. 17 of 1993, 111) as a requirement of admission to membership of the Society;
NOTE
“member’s syndicate premium limit” has the meaning given to it in the Membership Byelaw (No. 17 of 1993, 111);
[“New Central Fund” means the New Central Fund referred to in the New Central Fund Byelaw [[(No. 23 of 1996, 522)]] and any other assets expressed to be held as part of the New Central Fund;
[[…]]
“New Central Fund contribution” means any contribution to the New Central Fund made under any general or special levy pursuant to the New Central Fund Byelaw [[(No. 23 of 1996, 522)]] (including any contributions made under the Syndicate Premium Income Byelaw (No. 6 of 1984, 201) but not any special contributions under any such agreement as is referred to in paragraph 4 of the Membership, Central Fund and Subscriptions (Miscellaneous Provisions) Byelaw (No. 16 of 1993, 514));]
NOTE
“overall premium limit” has the meaning given to it in the Membership Byelaw (No. 17 of 1993, 111);
[“Overseas Direction” has the meaning given in the Premiums Trust Deed;
“Overseas Fund” means a Premiums Trust Fund constituted or regulated or to be constituted or regulated by an Overseas Direction;]
NOTE
[“Premiums Trust Deed” means a trust deed (other than a Special Trust Direction or an Overseas Direction) executed or to be executed by the Corporate Member in a form for the time being required by the Council and approved by the Treasury (or its predecessor, the Secretary of State) for the purposes of section 83 of the Insurance Companies Act 1982 and constituting the Premiums Trust Fund;]
NOTE
“Premiums Trust Fund” means the trust fund [or funds] to which all premiums received by or on behalf of the Corporate Member in respect of the Underwriting are required to be transferred by section 83 of the Insurance Companies Act 1982;
NOTE
“Provisional Insurer” has the meaning given to it in clause 8.2;
[“Regulating Trustee” means the Society or such other person as the Council may, under any Premiums Trust Deed, appoint to act as Regulating Trustee (as defined in that deed) acting in its capacity as Regulating Trustee;]
NOTE
“reinsurance to close” has the meaning given to it in the Syndicate Accounting Byelaw (No. [18 of 1994, 326]);
NOTE
“run-off manager” has the meaning given to it in the Underwriting Agents Byelaw (No. 4 of 1984, 101);
[“Scottish Limited Partnership” has the meaning given to it in the Membership Byelaw (No. 17 of 1993, 111);
“Special Trust Direction” has the meaning given in the Premiums Trust Deed;
“Special Trust Fund” means a Premiums Trust Fund constituted or regulated or to be constituted or regulated by a Special Trust Direction;]
NOTE
the “Society” or “Lloyd’s” means the Society incorporated by Lloyd’s Act 1871 by the name of Lloyd’s;
“Standard Managing Agent’s Agreement (General)” means the form of agreement between an underwriting member of Lloyd’s and a managing agent prescribed by the Agency Agreements Byelaw (No. 8 of 1988, 310);
“Standard Members’ Agent’s Agreement” means the form of agreement between an underwriting member of Lloyd’s and members’ agent prescribed by the Agency Agreements Byelaw (No. 8 of 1988, 310);
“Substitute Agent” means a person appointed by the Council to act as agent for an underwriting member of Lloyd’s under the Substitute Agents Byelaw (No. 20 of 1983, 300);
“syndicate” means a group of underwriting members of Lloyd’s underwriting insurance business at Lloyd’s through the agency of a managing agent to which a particular syndicate number is assigned by the Council;
“syndicate allocated capacity” has the meaning given to it in the Syndicate Premium Income Byelaw (No. 6 of 1984, 201);
“Syndicate and Arbitration Agreement” means an agreement in the form set out in Schedule 2 to this Agreement;
“Syndicate List” has the meaning given to it in paragraph 1 of the Agency Agreements Byelaw (No. 8 of 1988, 310);
[“Treasury” means Her Majesty’s Treasury (or such other authority as has for the time being succeeded to its functions under section 83 of the Insurance Companies Act 1982);]
NOTE
“Underwriting” means the business of underwriting and all related activities carried on by the Corporate Member and the other members of the Managed Syndicates at Lloyd’s as members of the Managed Syndicates; and
“year” means a calendar year, except when used to refer to a year of account.
	1.2(a)	For the purpose only of interpreting references in this Agreement to a syndicate and like expressions, and subject always to clause 17.2, unless the context otherwise requires:
	(i)	the several groups of underwriting members of Lloyd’s to which in successive years a particular syndicate number is assigned by the Council shall be treated as the same syndicate, notwithstanding that they may not comprise the same underwriting members with the same individual participations (and where two or more numbers are assigned to a group of underwriting members, the number which appears first in the list of syndicates published by the Council and specified by the Council for the purposes of this paragraph shall be the number taken into account for the purposes of this paragraph); and
	(ii)	references to assets or liabilities of a member of a syndicate, or to anything done by or to a member of a syndicate or by or to any person on his behalf, shall be construed as references to assets employed or liabilities incurred by him, or to things done by or to him or such other person on his behalf, in the course of or in relation to the underwriting business carried on by him through that syndicate.
	(b)	Where a managing agent manages two or more syndicates which comprise the same underwriting members participating in the same proportions and the managing agent, in accordance with the Syndicate Accounting Byelaw (No. [18 of 1994, 326]), groups those syndicates together and treats them as a single syndicate for the purposes of that byelaw, those syndicates shall also be treated as a single syndicate for the purposes of this Agreement.
NOTE
  1.2A For the purpose only of interpreting references in this Agreement to members’ agent pooling arrangements, MAPA participations, participating in a Managed Syndicate through a MAPA and like expressions, and subject always to clause 17.2, unless the context otherwise requires:
	(a)	[this paragraph is intentionally left blank]
	(b)	where a members’ agent has delivered an agent’s syndicate list in respect of a year of account in relation to members of a Managed Syndicate (including, if applicable, the Corporate Member) specifying such members’ MAPA participations, then each of those members shall be treated as belonging to the same MAPA as each other;
	(c)	where the Corporate Member participates in a syndicate through more than one members’ agent (in addition to its participation under this Agreement) and where its MAPA participations are set out in more than one Agents’ Syndicate List then the Corporate Member shall be treated as belonging to a separate MAPA in relation to each such list;
	(d)	where in respect of any year of account the Corporate Member or any member of a Managed Syndicate belongs to a MAPA it and they may be said to be participating in that syndicate “through” that MAPA and the members’ agent which arranged such participation may be said to be “operating” that MAPA; and
	(e)	where in any year of account a members’ agent which acts as such for members of the Managed Syndicate operates one or more MAPAs, and whether or not each such MAPA comprises the same underwriting members and whether or not such members have the same MAPA participations in relation to each such MAPA, then those MAPAs shall be treated as separate MAPAs.
  1.3 For the purposes of this Agreement:
	(a)	a person is connected with the Agent if that person is controlled by:
	(i)	the Agent;
	(ii)	if the Agent is a partnership, any partner for the time being in the Agent;
	(iii)	if the Agent is a body corporate, any person who controls the Agent;
	(b)	a person controls another person if:
	(i)	where the other person is a body corporate, he, either alone or with any associate or associates, is entitled to exercise, or control the exercise of, 15 per cent. or more of the voting power at any general meeting of the body corporate or another body corporate of which it is a subsidiary;
	(ii)	where the other person is a partnership:
	(A)	the partners are accustomed to act in accordance with his directions or instructions, either alone or with those of any associate or associates (disregarding advice given in a professional capacity); or
	(B)	he, either alone or with any associate or associates, is entitled to exercise, or control the exercise of, 15 per cent. or more of the voting power at any meeting of the partners;
		and for the purposes of this paragraph:
	(A)	“associate”, in relation to any person, means that person’s wife, husband or minor child or step-child, any body corporate of which that person is a director, any person who is an employee or partner of that person and, if that person is a body corporate, any subsidiary of that body corporate and any employee of any such subsidiary; and
	(B)	“subsidiary” has the meaning given to it by section 736 of the Companies Act 1985.
  1.4 No provision of this Agreement shall have effect to the extent that it is contrary to Lloyd’s Acts 1871 to 1982 or to any requirement of the Council which is for the time being applicable to the Corporate Member as a member of Lloyd’s or to the Agent.
  1.5 References in this Agreement to requirements of the Council are to any requirement imposed by any byelaw or regulation made under Lloyd’s Acts 1871 to 1982, any condition or requirement imposed or direction given under any such byelaw or regulation, any direction given under section 6 of Lloyd’s Act 1982, any requirement imposed by or under any undertaking given by the Corporate Member to Lloyd’s or to the Council and any other requirement imposed or direction given by the Council under Lloyd’s Acts 1871 to 1982; and the phrase “required by the Council” and similar phrases shall be construed accordingly.
  1.6 Any reference in this Agreement to an enactment, byelaw or regulation is a reference to it as already amended and includes a reference to any repealed enactment or any revoked byelaw or regulation which it may re-enact, with or without amendment, and to any future re-enactment or amendment of it.
  1.7 The headings in this Agreement shall not affect its interpretation.
  1.8 This Agreement applies separately to each Managed Syndicate.
  1.9 If the Corporate Member participates in a Managed Syndicate both by virtue of the signature of a Syndicate List or Agents’ Syndicate List and by virtue of the signature of a Corporate Member’s Syndicate List under this Agreement, this Agreement shall in its application to that Managed Syndicate extend only to the Corporate Member’s participation by virtue of the signature of that Corporate Member’s Syndicate List and shall be construed accordingly.
2. Appointment of the Agent
  2.1 The Corporate Member hereby appoints the Agent, and the Agent hereby agrees, to provide the services and perform the duties set out in this Agreement in respect of the Underwriting.
  2.2 By signing a Corporate Member’s Syndicate List in respect of any year of account to which this Agreement applies the Corporate Member will be deemed to appoint the Agent as its managing agent (or, in the case of a Managed Syndicate of which the Corporate Member is already a member, to agree that the appointment of the Agent as its managing agent is to continue) and the Agent will be deemed to agree to act (or to continue to act) as the Corporate Member’s managing agent, in respect of each of the syndicates specified in the Corporate Member’s Syndicate List on the terms of this Agreement and with such allocations of the Corporate Member’s overall premium limit, and for a remuneration on such basis and at such level, as are specified in the Corporate Member’s Syndicate List.
  2.3 By signing a Corporate Member’s Syndicate List in respect of a particular year of account the Corporate Member and the Agent shall also be deemed to agree in the same terms the matters referred to in clause 2.2 in respect of subsequent years of account [, subject to any reduction in the corporate member’s syndicate premium limit arising as a result of a reduction made in accordance with the Syndicate Pre-emption Byelaw (No. 19 of 1997, 333) by the Agent of the member’s syndicate premium limits of all of the members of any particular syndicate in which the corporate member participates for the time being,] unless and until that Corporate Member’s Syndicate List is replaced by a new Corporate Member’s Syndicate List signed by the Corporate Member and the Agent (or by a memorandum signed by the Corporate Member and the Agent recording that there are no Managed Syndicates in respect of a particular year of account) or the appointment of the Agent under this Agreement is terminated.
NOTE
  2.4 The Corporate Member and the Agent may agree that this Agreement shall apply in relation to any syndicate (a “Provisional Syndicate”) in respect of which the Corporate Member is to be a Provisional Insurer within the meaning of clause 8.2 of this Agreement by virtue of paragraph (b) or (c) of that clause, and agree on the amount of the Corporate Member’s overall premium limit to be allocated to the Provisional Syndicate and the basis and level of the Agent’s remuneration as managing agent, by signing a written memorandum recording their agreement on these matters or in such other manner as the Corporate Member and the Agent may agree.
  2.5 The Corporate Member and the Agent may sign a supplementary Corporate Member’s Syndicate List in respect of any year of account for the purpose of agreeing that the Corporate Member is to participate in a syndicate commencing business otherwise than at the beginning of the corresponding year and agreeing the amount of the Corporate Member’s overall premium limit to be allocated to that syndicate and the basis and level of the remuneration of the Agent as the managing agent of that syndicate, but not otherwise.
3. Services to be provided by the Agent
  The Agent shall carry out the Underwriting on behalf of the Corporate Member and the other members of the Managed Syndicate and in particular (but without limitation) shall:
Underwriting
	(a)	determine the underwriting policy of the Managed Syndicate;
	(b)	appoint and supervise the active underwriter or the run-off manager (as the case may be) of the Managed Syndicate and associated underwriting, claims, administrative and accounting staff (but so that the acts and omissions of the active underwriter or the run-off manager (as the case may be) and of such staff shall for all purposes of this Agreement be treated as acts and omissions of the Agent);
	(c)	accept risks on behalf of the Managed Syndicate;
	(d)	determine the policy of the Managed Syndicate in relation to reinsurance and, if the Agent considers that the Managed Syndicate should adopt a reinsurance programme, effect and manage the reinsurance programme of the Managed Syndicate;
	(e)	settle and pay claims on behalf of the Managed Syndicate;
	(f)	subject to clause 9.4 and the proviso to clause 5, determine the premium for, and effect, the reinsurance to close for the Managed Syndicate in respect of each year of account;
Premiums Trust Fund
	[(g)	perform its functions under the Premiums Trust Deed or Deeds and any Overseas Direction or Special Trust Direction applicable in respect of the Underwriting or other trust fund required or permitted to be maintained by the Corporate Member in connection with the Underwriting including (without limitation) the appointment of any Managing Agent’s Trustees;
	(h)	manage the investment of the monies and other assets held on behalf of the Corporate Member by or under the control of any Managing Agent’s Trustees or any trustees of any Overseas Direction or Special Trust Direction or other trust fund required or permitted to be maintained by the Corporate Member in connection with the Underwriting and subject to the direction of the Agent;]
NOTE
	(i)	[this paragraph is intentionally left blank]
	[(j)	direct the Managing Agent’s Trustees or other relevant trustees to pay the profits of the Underwriting to the Regulating Trustee or to hold them subject to the direction of the Regulating Trustee, as the case may be, in accordance with clause 9.3;]
NOTE
Accounts and audit
	(k)	appoint auditors for the Managed Syndicate in accordance with the requirements of the Council;
	
	(l)	prepare and send to the Corporate Member […] and to Lloyd’s such annual reports, personal accounts and other reports and documents in respect of the Managed Syndicate as are for the time being required by the Council to be so prepared and sent;
NOTE
Regulation
	(m)	take such action as is required of, or appropriate for, a managing agent in advising or assisting the Corporate Member as to compliance, or itself complying on behalf of the Corporate Member, with all laws, byelaws, regulations, rules, codes of practice, conditions and requirements applicable to the Corporate Member in connection with the Underwriting and in particular (but without limitation) the Agent shall, so far as lies within its control and is appropriate for a managing agent, ensure the completion, execution and timely submission to Lloyd’s and to other competent authorities of all deeds, agreements, schedules, returns and other documents required to be so submitted in connection with the Underwriting;
	(n)	comply with the requirements for the time being of the Council in relation to the preparation and filing of syndicate constitutions in relation to the Managed Syndicate;
Taxation
	(o)	carry out in relation to taxation matters connected with the Underwriting such functions as are required by the Income and Corporation Taxes Act 1988, the Tax Acts (as defined in section 831 of that Act), the Taxation of Chargeable Gains Act 1992 and the Taxes Management Act 1970 and any regulations made under any of those Acts or are otherwise appropriate for a managing agent and use its reasonable endeavours to ensure compliance by the Corporate Member with any law or regulation of any foreign jurisdiction relating to taxation and applicable to the Underwriting [, including by exercising any power the Agent may have under any Premiums Trust Deed, Overseas Direction or Special Trust Direction to direct payment of amounts due in respect of or in connection with such taxation]; and
NOTE
Run-off
	(p)	run off the business of the Managed Syndicate in respect of any year of account until such time as the liabilities arising out of that business are covered by reinsurance to close.
4. Duties of the Agent
  4.1 The Agent undertakes to the Corporate Member [subject to clause 4.3(d),] that it will comply with Lloyd’s Acts 1871 to 1982 and with the requirements of the Council, and will have regard to the codes of practice from time to time promulgated or made by the Council, which are applicable to it as a managing agent at Lloyd’s.
NOTE
  4.2 In providing services, performing its duties and exercising its powers under this Agreement the Agent shall:
Duties of care and skill
	(a)	use such skill, care and diligence as could reasonably be expected of a managing agent carrying on business at Lloyd’s and as is necessary for the proper provision of services, performance of duties and exercise of powers by it under this Agreement;
Fiduciary duties
	(b)	act in what it believes to be the interest of the Corporate Member and not allow its personal interest to conflict with the obligations owed by it to the Corporate Member under this Agreement;
	(c)	account to the Corporate Member for any gain or profit it receives directly or indirectly in connection with the performance of this Agreement otherwise than as expressly permitted or contemplated by this Agreement;
	(d)	[Irrespective of any disciplinary or other action in respect thereof which may be taken by or under the authority of the Council under any byelaw, failure by the Agent to comply with any one or more of the Core Principles for Underwriting Agents set out in Schedule 2 to the Core Principles Byelaw (No. 34 of 1996, 330) shall not of itself give rise to any right of action by the Corporate Member for breach of clause 4.1 or affect the validity of any transaction; but this paragraph shall not affect any liability of the Agent otherwise arising out of the same act or omission of the Agent whether in respect of breach of any other provision of this Agreement, other breach of contract, tort or otherwise;]
NOTE
Property and monies of the Corporate Member
	(e)	subject to clause 5(k), not use or apply any property which it receives or controls on behalf of the Corporate Member otherwise than for the benefit of the Corporate Member in accordance with the terms of this Agreement and the Premiums Trust Deed and in particular the Agent shall not use or apply any such property for its own benefit;
	(f)	at all times keep any property which it receives or controls on behalf of the Corporate Member separate from its own property;
	[(g)	forthwith pay all premiums and other monies received by it on behalf of the Corporate Member in connection with the Underwriting and all monies required by any Premiums Trust Deed, Overseas Direction or Special Trust Direction or other trust fund required or permitted to be maintained by the Corporate Member in connection with the Underwriting or by law to be so paid by it into a trust account of the Managing Agent’s Trustees or of any other trustee of the relevant Overseas Fund or Special Trust Fund or other trust fund (as the case may be) to be held by the relevant trustees subject to the relevant trusts;
	(h)	cause to be placed on deposit or invested or otherwise applied in accordance with the provisions of the relevant trusts all monies standing to the credit of the trust accounts of the Managing Agent’s Trustees or of the trustees of any Overseas Fund or Special Trust Fund or other trust fund required or permitted to be maintained by the Corporate Member in connection with the Underwriting which are subject to the direction of the Agent and, in the opinion of the Agent, are not currently required for the satisfaction of claims, outgoings and expenses and other amounts which can, under the terms of the relevant trusts, be paid from the Premiums Trust Fund, Overseas Fund or Special Trust Fund or other trust fund (as the case may be);]
NOTE
Information and reporting
	(i)	[subject to paragraph (jb) below] disclose to the Corporate Member or, if so directed by the Corporate Member [[…]] in good time any information in its possession relating to the Managed Syndicate and its activities, or any developments in respect of those activities, which could reasonably be expected to influence the Corporate Member in deciding whether to become or remain a member of the Managed Syndicate or to increase or reduce its participation in the Managed Syndicate, and use its reasonable endeavours to obtain any such information;
	(j)	without prejudice to paragraph (i) above [but subject to paragraph (jb)], promptly inform the Corporate Member or, if so directed by the Corporate Member [[…]] if a decision is made by or on behalf of the Agent to allow a year of account of the Managed Syndicate to remain open after the date as at which it would normally have been closed (in which event the Agent shall also inform the Corporate Member or, as the case may be, the Corporate Member’s Lloyd’s Adviser of the reasons for that decision);
NOTE
	(ja)	comply with the requirements of the Council for the time being in relation to the holding of meetings of, among others, the members of the Managed Syndicate;
	[(jb)	comply with the requirements of the Council (including requirements prescribing, restricting or regulating the disclosure or dissemination of information) directed to ensuring compliance with Part V of the Criminal Justice Act 1993, any other enactment for the time being in force relating to insider dealing and the requirements of the International Stock Exchange of the United Kingdom and the Republic of Ireland Limited or of any other stock exchange or investment exchange relating to the dissemination or publication of information affecting securities listed, quoted or traded on that exchange;]
NOTE
Systems of control, record keeping and disclosure
	(k)	establish and maintain adequate and effective systems and control procedures (including, if appropriate, data processing controls and procedures) for:
	(i)	monitoring and controlling the premium income of the Managed Syndicate;
	(ii)	managing the cash flow of the Managed Syndicate;
		and otherwise in connection with the operation of the Managed Syndicate and of the Premiums Trust Fund;
	(l)	manage and control the expenses of the Managed Syndicate;
	(m)	establish and maintain proper procedures in connection with the assessment of reinsurance security;
	(n)	(i)	maintain accounting, statistical and other records relating to the Managed Syndicate in accordance with the requirements for the time being of the Council;
		[(ii)	maintaining accounting and other records relating to such part of the Premiums Trust Fund, any Overseas Fund or Special Trust Fund or other trust fund acquired or permitted to be maintained by the Corporate Member in connection with the Underwriting as is held by or under the control of the Managing Agent’s Trustees or is subject to the direction of the Agent sufficient to show and explain all receipts into and payments out of, and all transactions affecting, that part of the relevant trust fund;]
NOTE
		(iii)	upon request during usual business hours make available and (upon payment of a reasonable charge) provide copies of the records referred to in sub-paragraphs (i) and (ii) above to the Corporate Member […] or the professional advisers of either of them;
		provided however that the records referred to in sub-paragraphs (i) and (ii) above shall be the property of the Agent; and
NOTE
	(o)	if the Corporate Member has formulated a claim against the Agent relating in whole or in part to the performance of the Agent’s duties under this Agreement, disclose to the Corporate Member upon request all documents and information stored on computer records in its possession or under its control which are or may be relevant to any issue arising or likely to arise in connection with such claim and (upon request and payment of a reasonable charge) provide to the Corporate Member copies of those documents and memoranda in legible form of such information, provided that the Agent shall not be obliged to disclose to the Corporate Member any document or information unless the Agent could be compelled to produce that document or information in the course of proceedings instituted by the Corporate Member in relation to any such claim.
	4.3(a)	The Agent shall not be treated as contravening paragraph (b) of clause 4.2 because of the existence of a personal interest if the existence, nature and extent of that interest have been fully disclosed to the Corporate Member in writing and the Corporate Member has agreed that the Agent may continue to act for it despite that interest.
	(b)	Paragraph (c) of clause 4.2 shall not oblige the Agent to account to the Corporate Member for any gain or profit if the existence, nature and extent of that gain or profit have been fully disclosed to the Corporate Member in writing and the Corporate Member has agreed that it may be retained by the Agent.
	[(ba)	The Agent shall not be treated as contravening paragraph (b) of clause 4.2 and paragraph (c) of that clause shall not oblige the Agent to account to the Corporate Member for any gain or profit made by it in any case where the Agent from time to time applies any part of the Premiums Trust Fund (in accordance with the Premiums Trust Deed) to purchase any tangible fixed asset or any interest in a tangible fixed asset, provided that the Agent has complied, and continues to comply, with any requirements of the Council relating to the relevant purchase.]
NOTE
	(c)	Paragraph (d) of clause 4.2 shall not require the Agent to disclose to the Corporate Member the fact that it is acting as a managing agent for underwriting members of Lloyd’s other than the Corporate Member.
	[(d)	Irrespective of any disciplinary or other action in respect thereof which may be taken by or under the authority of the Council under any byelaw, failure by the Agent to comply with any one or more of the Core Principles for Underwriting Agents published by the Lloyd’s Regulatory Board on 2 February 1996 (as for the time being amended and whether or not established by or under any byelaw or regulation) shall not of itself give rise to any right of action by the Corporate Member or affect the validity of any transaction.]
  4.4 In providing services, performing duties and exercising its powers under this Agreement, the Agent shall not make any arrangement, take any step or enter into any transaction in relation to the Managed Syndicate which requires approval and which has not been approved at a duly convened meeting held for the purpose of considering such arrangement, step or transaction [or, if so required or permitted by the requirements of the Council, by written approval given by or on behalf of members of the syndicate in accordance with those requirements].
NOTE
  [4.3A No transaction, arrangement, relationship, act or event (whether or not directly involving the Agent) which would or might otherwise be regarded as constituting or giving rise to a contravention of any obligation of the Agent under paragraph (b) or (d) of clause 4.2 or under any corresponding obligation implied by law in relation to conflicts of duty or interest, or as requiring the Agent to account to the Corporate Member for any gain or profit such as is referred to in paragraph (c) of that clause, shall be regarded as constituting such a contravention or as giving rise to any such obligation to account if the transaction, arrangement, relationship, act or event arises or occurs:
	(a)	in circumstances specified by the Council under paragraph 3(4) of the Agency Agreements Byelaw (No. 8 of 1988); and
	(b)	in compliance with any applicable conditions and requirements prescribed by the Council under that paragraph.]
NOTE
5. Powers of the Agent
  The Corporate Member hereby authorises the Agent to exercise on its behalf such powers as are necessary or expedient for the provision by the Agent of the services and the performance by the Agent of the duties set out in this Agreement including (without limitation) the power:
Underwriting
	(a)	to conduct the Underwriting subject to the provisions of clauses 4.1 and 4.2 but otherwise in such manner as the Agent in its sole discretion sees fit;
	(b)	to enter into contracts of insurance on behalf of the Corporate Member and the other members of the Managed Syndicate;
	(c)	without prejudice to paragraph (d) below, to enter on behalf of the Corporate Member and the other members of the Managed Syndicate into contracts to reinsure any risks insured by any contract entered into under paragraph (b) above;
	(ca)	where some but not all of the members of the Managed Syndicate for a year of account (including, if applicable, the Corporate Member) are authorised under the law of a particular state, province or territory, to accept risks in that state, province or territory:
	(i)	to accept on their behalf risks which the other members are not so authorised to accept and to reinsure such risks on their behalf with the other members, provided in either case that there exist, or the Agent effects pursuant to sub-paragraph (ii) below, adequate arrangements (whether by way of retrocession or otherwise) to ensure so far as possible that such insurance and reinsurance of those risks confers no relative practical advantage or detriment on any of the members of one group in relation to any of the members of the other group; and
	(ii)	to enter into any such arrangements as are referred to in sub-paragraph (i) above on behalf of any of the members of the Managed Syndicate affected;
	(d)	on behalf of the members of the Managed Syndicate for a year of account (“the earlier year”) including, if applicable, the Corporate Member (“the reinsured members”) and on behalf of the members of the Managed Syndicate for the next succeeding or any later year of account (“the later year”), including, if applicable, the Corporate Member (“the reinsuring members”), to effect in accordance with clause 9 a contract of reinsurance to close under which:
	(i)	the reinsuring members agree to indemnify the reinsured members against all known and unknown liabilities of the reinsured members arising out of insurance business underwritten through the Managed Syndicate and allocated to the earlier year; and
	(ii)	the reinsured members assign to the reinsuring members all the rights of the reinsured members arising out of or in connection with that insurance business (including without limitation the right to receive all future premiums, recoveries and other monies receivable in connection with that insurance business);
		and to debit the reinsured members and credit the reinsuring members with such reinsurance premium in respect of the reinsurance to close as the Agent, subject to any requirements of the Council, thinks fair;
	[(da)	without prejudice to paragraph (d), where the Managed Syndicate for a year of account consists only of a single corporate member, on behalf of the member of the Managed Syndicate to close the year of account in accordance with the provisions of clause 9.2A;]
NOTE
	(e)	to determine (subject to any requirements of the Council) to which year of account the benefit and burden of any contract of insurance should belong, irrespective of the date of acceptance of a risk or the signing of a policy;
	(f)	to settle or compromise claims, whether or not such claims are in the opinion of the Agent legally enforceable;
	(g)	to enter into arrangements which the Agent considers will or may avoid or reduce any liability in respect of a claim;
	(h)	to collect all premiums and other monies, whether paid in cash or credited by book entry or otherwise, which are due to the Corporate Member in connection with the Underwriting;
	(i)	generally to enter into such contracts and arrangements as are necessary or expedient for the purposes of or in connection with the Underwriting or the discharge of any of the functions of the Agent under this Agreement or the Premiums Trust Deed [, any Overseas Direction, Special Trust Direction or deed governing any other trust fund required or permitted to be maintained by the Corporate Member in connection with the Underwriting] and for this purpose to incur and discharge or cause to be discharged such expenses as are necessary and reasonable;
NOTE
Premiums Trust Fund
	[(j)	(i)	to apply or cause to be applied any monies or other assets of the Corporate Member under its control in or towards the satisfaction of claims and necessary and reasonable expenses and outgoings made or incurred in connection with the Underwriting and other amounts which can, under the terms of the relevant trusts, be paid from the Premiums Trust Fund, Overseas Fund or Special Trust Fund or other trust fund required or permitted to be maintained by the Corporate Member in connection with the Underwriting in accordance with the provisions of the relevant deed; and
		(ii)	to direct the Managing Agent’s Trustees or trustees of any other fund referred to in sub-paragraph (i) to apply assets held by or under their control and subject to the direction of the Agent to pay any such claims, expenses, outgoings or other amounts on behalf of the Corporate Member or, so far as permitted by the governing deed, to provide security for the purposes of or in connection with such payments;]
	(k)	to direct the Managing Agent’s Trustees [or other trustees referred to in paragraph (j)] from time to time to pay out of the monies held by them or under their control and subject to the trusts of the Premiums Trust Deed [or other relevant deed] all or any part of the fee and commission payable to the Agent under clause 6;
	[(l)	to exercise as the Agent shall think fit all such powers, authorities and discretions of the Agent as are referred to in, or apply by law in relation to, the Premiums Trust Fund, any Overseas Fund, any Special Trust Fund or any other trust fund required or permitted to be maintained by the Corporate Member in connection with the Underwriting with regard to blending, investing in and acquiring assets, dealing in and realising assets and severing or apportioning blended assets comprised in any one of those funds;]
NOTE
Borrowing and financial transactions
	(m)	to borrow money or cause the Managing Agent’s Trustees [or other trustees referred to in paragraph (j)] in accordance with the provisions of the Premiums Trust Deed [or other relevant deed] to borrow or raise money for the purpose of meeting any claims or any necessary and reasonable expenses or outgoings made or incurred in connection with the Underwriting [or other amounts which may be paid from the relevant trust fund under the terms of the governing deed or for such other purposes as may be permitted under the terms of the governing deed] in such amounts, on such terms and from such persons (including the Agent) as the Agent considers appropriate, provided that any borrowing from the Agent or from any person or persons who is or are connected with the Agent shall be made on reasonable commercial terms;
NOTE
	[(n)	to cause the Managing Agent’s Trustees or other trustees referred to in paragraph (j) to borrow money from or lend money to, other members of Lloyd’s or the trustees of any Overseas Fund, Special Trust Fund or Premiums Trust Fund, subject to and in accordance with the provisions of the Premiums Trust Deed or other relevant governing deed;
	(na)	to cause the Managing Agent’s Trustees or other trustees referred to in paragraph (j) to deposit money with, or lend money to, the Society, or any company which is a subsidiary of the Society or Additional Securities Limited or any other company nominated by the Council, subject to and in accordance with the provisions of the Premiums Trust Deed or other relevant governing deed;
	(o)	to enter into such transactions and arrangements with respect to banking, financing and investments as may be necessary or expedient for the purposes of or in connection with the Underwriting, including without limitation:
	(i)	the establishment of letters of credit for any purpose;
	(ii)	the assignment (whether by way of security or outright for valuable consideration) of any rights or entitlements to have any monies or other assets paid or transferred to the Corporate Member or to any other person on behalf of the Corporate Member for the purpose of or in connection with the Underwriting and whether those rights or entitlements are current contingent or future;
	(iii)	the acquisition or disposal of investments which fall (or would if made for investment purposes fall) within paragraphs 7, 8 or 9 of Schedule 1 to the Financial Services Act 1986;
	(iv)	the exercise by the Agent, the Managing Agent’s Trustees or other trustees referred to in paragraph (j) of any power, discretion or authority they may have to enter into any netting or other similar agreement with any person, pursuant to and in accordance with the governing deed (including, without limitation, any power to enter into any such agreement without distinguishing between assets held in a fund which has been blended in accordance with the provisions of the relevant deed);]
NOTE
	[(oa)	(i)	to request on behalf of the Corporate Member that monies be applied out of the Central Fund or the New Central Fund for the purpose of paying, or putting the Managing Agent’s Trustees or the trustees of any Overseas Fund or Special Trust Fund held in respect of the Managed Syndicate in funds for the purpose of paying, any claims, expenses or outgoings on behalf of the Corporate Member; and
		(ii)	to apply or procure the application of any such monies in discharge of the Corporate Member’s obligations under clause 7.1(a) of this Agreement;]
NOTE
Regulation
	(p)	to take such action as is required of, or appropriate for, a managing agent in complying on behalf of the Corporate Member or assisting the Corporate Member to comply with all laws, byelaws, regulations, rules, codes of practice, conditions and requirements applicable to the Corporate Member in connection with the Underwriting;
Legal Proceedings
	(q)	to take in any part of the world, and in such name or names as the Agent thinks fit (whether or not including that of the Corporate Member), such legal or other proceedings as the Agent considers necessary or expedient for the purposes of or in connection with the Underwriting;
Power of attorney
	(r)	to sign and execute on behalf of the Corporate Member and as the attorney of the Corporate Member, in its name or otherwise, all deeds and documents relating to the Underwriting or the Corporate Member’s affairs at Lloyd’s which the Agent may consider it necessary or expedient for the Corporate Member to sign or execute;
Delegation
	(s)	subject to any requirements of the Council, to delegate to any person or persons any or all of the services to be provided by it, any or all of the duties to be performed by it or any or all of the powers, including this power of delegation, to be exercised by it under this Agreement (but so that the Agent shall be responsible for the acts and omissions of any person to whom any such service, duty or power may be delegated);
	(t)	without prejudice to paragraph (s) above, to substitute and appoint in its place an attorney or attorneys to exercise on behalf of the Corporate Member any or all of the powers conferred on the Agent by this Agreement and to revoke any such appointment and to appoint in the place of such attorney or attorneys a substitute or substitutes as the Agent thinks fit;
	
Taxation
	(u)	to make such returns, deliver such accounts, statements, reports and other documents and disclose such information, to make or procure to be made such payments on account or in respect of taxation and generally to do all such other acts and things as any taxation authority may properly require in relation to or in connection with the Underwriting and the Corporate Member’s participation in the Underwriting and at its sole discretion to dispute or appeal against any assessment for taxation made by any taxation authority in relation to or in connection with the business of the Managed Syndicate [, including by exercising any power the Agent may have under any Premiums Trust Deed, Overseas Direction or Special Trust Direction to direct payment of amounts due in respect of or in connection with such taxation];
NOTE
Regulatory authorities
	(v)	to disclose to Lloyd’s and to any other regulatory authority such information relating to the Underwriting and the Corporate Member’s participation in the Underwriting as any such authority may properly require; and
Acceptance of notices etc.
	(w)	to accept on behalf of the Corporate Member service of writs, processes, notices, documents and other communications in connection with the Underwriting;
  Provided that, notwithstanding any other provision of this Agreement, the Agent shall have no authority to effect an excluded contract (as defined in the Reinsurance to Close (Restriction) Byelaw (No. 15 of 1993, 317)) on behalf of the Corporate Member.
6. Remuneration
  6.1 The Corporate Member shall pay to the Agent as remuneration for the services of the Agent set out in clause 3 in relation to each year of account a fee on the basis, at the rate and at the times specified in Part A of Schedule 1 as supplemented by the Corporate Member’s Syndicate List for the relevant year of account.
  6.2 The Corporate Member shall pay to the Agent as remuneration for the services of the Agent set out in clause 3 in relation to each year of account a profit commission on the basis, at the rate and at the times specified in Part B of Schedule 1 as supplemented by the Corporate Member’s Syndicate List for the relevant year of account.
  6.3 Subject to paragraphs (e), (f) and (g) of clause 14.2, if the appointment of the Agent is terminated during a year by operation of law or under clause 11.7(b), the fee referred to in clause 6.1 shall not be payable in respect of the corresponding year of account, and any amounts already paid to or retained by the Agent in respect or on account of such fee shall promptly be paid to the Managing Agent’s Trustees to be held by them subject to the trusts of the Premiums Trust Deed.
  6.4 Subject to paragraphs (e), (f) and (g) of clause 14.2, if during a year the appointment of the Agent is terminated, or a direction of administrative suspension is made in relation to the Corporate Member, in circumstances where clause 14.2(c) applies, the amount of the fee payable to the Agent shall be:
A × P
365
where:
	A	is the amount of the fee which would have been payable to the Agent if the Corporate Member had remained a member of the Managed Syndicate throughout the relevant year; and
	P	is the Period or Periods (as defined in clause 14.2(c)) during which the Corporate Member is a member of the Managed Syndicate during the year, expressed as a number of days.
Upon determination of the amount of the fee payable to the Agent, such payment shall be made between the Agent and the Managing Agent’s Trustees as shall ensure that the net amount received or retained by the Agent is equal to that amount after taking into account any amounts previously so paid or retained.
  [6.4A(a) Where VAT is charged under the Value Added Tax Act 1994 on the provision of any service or performance of any duty under the Agreement for the 2001 year of account or any subsequent year of account the Corporate Member shall pay to the Agent in addition to the fee, profit commission or other remuneration specified by this Agreement an amount equal to the VAT so charged.
  (b) Paragraph (a) shall not be taken to affect any question whether in relation to any service provided or duty performed for any year of account before the 2000 year of account the Name would be liable to pay to the Agent, in addition to any fee, profit commission or any other remuneration specified by this Agreement, an amount equal to any VAT charged on the provision of the service or performance of the duty.]
NOTE
  6.5 For the purposes of this clause 6 the “Corporate Member’s Syndicate List for the relevant year of account” means the Corporate Member’s Syndicate List in relation to a particular year of account which has been signed by the Agent and the Corporate Member or, if no Corporate Member’s Syndicate List has been so signed in respect of that year of account, the Corporate Member’s Syndicate List which has been so signed in respect of the most recent previous year of account.
7. Obligations and acknowledgements of the Corporate Member
	7.1(a)	The Corporate Member shall ensure that at all times there are available sufficient funds subject to the trusts of the Premiums Trust Deed [or, where relevant, of an Overseas Direction or Special Trust Direction] and held by or under the control of the Managing Agent’s Trustees [or the trustees of the relevant Overseas Direction or Special Trust Direction] to enable them to pay all claims and all necessary and reasonable expenses and outgoings made or incurred in connection with the Underwriting and [other amounts which may be paid from the relevant trust fund under the terms of the governing deed at the direction of the Agent and] shall comply with any request […] by the Agent to make such funds available; provided however that the Corporate Member shall not be obliged to make any payment in or towards the satisfaction of any such request by the Agent for funds unless the Corporate Member has first been supplied:
	(i)	if the request for funds is made for the purpose of satisfying an Audited Closed Year Loss, with an audited annual report prepared as at the date at which the relevant year of account was closed;
	(ii)	in any other case, with a statement signed by the Agent, accompanied by a report signed by the auditors of the Managed Syndicate, complying with paragraph (b) below.
NOTE
	(b)	The Agent’s statement and the auditors’ report referred to in paragraph (a)(ii) above shall state the matters and shall be in the form for the time being required by the Council.
	(c)	Any sum requested to be paid under this clause 7.1 which is not paid by the due date for payment shall bear interest which shall accrue from day to day at the rate of two per cent. per annum or such other rate as the Council may from time to time prescribe above the base rate from time to time of such London clearing bank as the Agent may select [or, in the case of a sum requested to be paid in a currency other than sterling, at such other rate of interest as the Council may from time to time prescribe]. For the purposes of this paragraph (c), the “due date for payment” means the date specified by the Agent in its request for payment, being not earlier than [[thirty-five]] days after the later of service of the request for payment and (if appropriate) submission of the statement signed by the Agent, accompanied by the auditors’ report, referred to in paragraph (a)(ii) above.
NOTE
	(d)	Any payment requested by the Agent under and in accordance with the provisions of this clause 7.1 shall be made by the Corporate Member free and clear from any set-off, counterclaim or other deduction on any account whatsoever and in connection with any proceedings which may be brought to enforce the Corporate Member’s obligation to comply with any such request for payment by the Agent the Corporate Member hereby waives stay of execution and consents to the immediate enforcement of any judgment obtained.
	(e)	The Corporate Member may not issue proceedings nor make any reference to arbitration, and no cause of action shall arise or accrue, in connection with any request for payment made by the Agent under and in accordance with the provisions of this clause 7.1 unless the Corporate Member has first complied in full with any such request. The Corporate Member shall not seek injunctive or any other relief for the purpose, or which would have the result, of preventing the Agent from making any such request for payment or enforcing the Corporate Member’s obligation to comply with any such request or of preventing the Agent from applying any money or assets held by or under the control of the Managing Agent’s Trustees in or towards the discharge of any claims or any necessary and reasonable expenses or outgoings made or incurred in connection with the Underwriting.
  7.2 The Corporate Member undertakes to reimburse to the Agent any payments made or costs incurred by the Agent (including, without limitation, in relation to any borrowing made by it pursuant to clause 5(m)) in or towards satisfaction of any claims or necessary and reasonable expenses or outgoings made or incurred in connection with the Underwriting.
  7.3 The Corporate Member acknowledges that it has delegated to the Agent sole management and control of the Underwriting and that the Agent is not bound to comply with any instructions or requests of the Corporate Member relating to the conduct of the Underwriting and undertakes that it will not in any way interfere with the exercise of such management or control.
  7.4 The Corporate Member acknowledges that risks underwritten at a time when it was not a member of the Managed Syndicate (whether by reinsurance to close or under clause 8 or otherwise) may be included as liabilities of the Managed Syndicate and the Corporate Member hereby agrees that it will be bound by the manner of the Agent’s accounting treatment of any such risks.
  7.5 The Corporate Member undertakes to keep the Managing Agent informed at all times of the names of all bodies corporate which are members of Lloyd’s and are connected companies in relation to the Corporate Member within the meaning of the Membership Byelaw (No. 17 of 1993, 111).
  7.6 The Corporate Member shall forthwith notify the Managing Agent if:
	(a)	there occurs in relation to the Corporate Member any such event as is specified in clause 11.7(b);
	(b)	a petition is presented or filed in any court in respect of its bankruptcy, winding-up or other insolvency or which seeks any reorganisation, arrangement, composition, administration, liquidation, dissolution or similar relief under any present or future statute, law or regulation; or
	(c)	a director or major shareholder of the Corporate Member is convicted of a reportable criminal offence within the meaning of the Membership Byelaw (No. 17 of 1993, 111); or
	(d)	there is any other change in the Corporate Member’s circumstances which is material to the Underwriting.
8. Novation of liabilities
  8.1 The Corporate Member acknowledges that the Agent may effect contracts of insurance (“Relevant Contracts”) on terms that those contracts will, in accordance with the custom and practice of the Lloyd’s market and any requirements of the Council for the time being applicable, constitute liabilities of the Managed Syndicate allocated to a given year of account (“the Relevant Year of Account”) notwithstanding that they are effected before the beginning of the year (“the Relevant Year”) which corresponds to the Relevant Year of Account, and the Corporate Member and the Agent agree that the following provisions of this clause shall have effect in relation to such contracts.
  8.2 Subject to clause 8.2A, a Relevant Contract shall be deemed to be underwritten by the Agent on behalf of the Provisional Insurers, and a person is a Provisional Insurer for this purpose if the following conditions are satisfied when the Relevant Contract is effected:
	(a)	where the Relevant Year of Account is not the first year of account of the Managed Syndicate and he is a member of the Managed Syndicate for the year of account immediately preceding the Relevant Year of Account:
	(i)	the appointment of the Agent as his managing agent in respect of the Managed Syndicate under the Managing Agent’s Agreement between him and the Agent (or, in the case of the Corporate Member, this Agreement) has not terminated by reason of his death or bankruptcy or otherwise by operation of law, has not been terminated under clause 11.2 or 11.3 or 11.4 and is not liable to be terminated under clause 11.7 of the relevant agreement; and
	(ii)	no notice to terminate that appointment has been given or, unless the Agent accepts shorter notice than that specified in clause 11.5 of the relevant agreement, can be given to take effect in the Relevant Year under clause 11.5 or 11.6 of the relevant agreement;
	(b)	where the Relevant Year of Account is not the first year of account of the Managed Syndicate and he is not a member of the Managed Syndicate for the year of account immediately preceding the Relevant Year of Account:
	(i)	he has entered into an agreement with the Agent, in the same terms as this Agreement or in the terms of the Standard Managing Agent’s Agreement (General), under which the Agent will underwrite on his behalf as a member of the managed Syndicate for the Relevant Year of Account;
	(ii)	the conditions set out in sub-paragraphs (a)(i) and (ii) above are satisfied in relation to that agreement; and
	(iii)	he is an underwriting member of Lloyd’s;
	(c)	where the Relevant Year of Account is the first year of account of the Managed Syndicate:
	(i)	he has entered into an agreement with the Agent, in the same terms as this Agreement or in the terms of the Standard Managing Agent’s Agreement (General), under which the Agent will underwrite on his behalf as a member of the Managed Syndicate for the Relevant Year of Account;
	(ii)	the conditions set out in sub-paragraphs (a)(i) and (ii) above are satisfied in relation to that agreement; and
	(iii)	he is an underwriting member of Lloyd’s; and
	(d)	in every case, such conditions (if any) as are specified in any requirements for the time being of the Council are satisfied.
  8.2A The Corporate Member acknowledges that the Agent may effect Relevant Contracts on its behalf notwithstanding that the Corporate Member is not a Provisional Insurer if all the following conditions are satisfied when the Relevant Contract is effected:
	(a)	the Relevant Year of Account is not the first year of account of the Managed Syndicate;
	(b)	the Corporate Member is a member of the Managed Syndicate at the date on which the Agent effects the Relevant Contract; and
	(c)	the date on which the Agent effects the Relevant Contract is not later than [20 October] in the year preceding the Relevant Year.
NOTE
  8.2B A Relevant Contract effected in accordance with clause 8.2A above shall be deemed to be underwritten by the Agent on behalf of the members of the Managed Syndicate (“the Previous Insurers”) for the year of account which corresponds to the year in which the Relevant Contract is effected.
  8.3 The Agent shall be authorised at any time after the beginning of the Relevant Year to effect a contract of novation under which:
	(a)	the underwriting members of Lloyd’s who are members of the Managed Syndicate for the Relevant Year of Account (the “Definitive Insurers”) agree to assume the liabilities of the Provisional Insurers under the Relevant Contract severally in proportion to the respective participations of the Definitive Insurers in the Managed Syndicate in the Relevant Year of Account and to indemnify the Provisional Insurers against those liabilities; and
	(b)	the Provisional Insurers agree that the Definitive Insurers are to be entitled to the benefit of all premiums, recoveries and other rights in respect of the Relevant Contract severally in proportion to their respective participations in the Managed Syndicate in the Relevant Year of Account, to the exclusion of the Provisional Insurers in their capacity as such.
  8.3A The Agent shall be authorised at any time after the beginning of the Relevant Year to effect a contract of novation under which:
	(a)	the Definitive Insurers agree to assume the liabilities of the Previous Insurers under the Relevant Contract severally in proportion to the respective participations of the Definitive Insurers in the Managed Syndicate in the Relevant Year of Account and to indemnify the Previous Insurers against those liabilities; and
	(b)	the Previous Insurers agree that the Definitive Insurers are to be entitled to the benefit of all premiums, recoveries and other rights in respect of the Relevant Contracts severally in proportion to their respective participations in the Managed Syndicate in the Relevant Year of Account, to the exclusion of the Previous Insurers in their capacity as such.
  8.4 The Agent may effect a contract of novation such as is referred to in clauses 8.3 and 8.3A above in such manner as it thinks fit and, except in so far as the Agent otherwise determines (such determination to be evidenced by a memorandum in writing signed by the Agent) at or before the time when particulars of the Relevant Contract are submitted for processing by LPSO, such a contract of novation shall be deemed to be effected when such particulars are submitted for processing by LPSO.
  8.5 The Corporate Member authorises the Agent on its behalf (whether in the capacity of Provisional Insurer or in the capacity of Previous Insurer or in the capacity of Definitive Insurer, or in all those capacities) to effect all such agreements, execute all such documents and do all such acts and things as may be necessary fully to carry this clause into effect.
  8.6 Where under clause 5(ca) the Agent accepts risks on behalf of some members only of the Managed Syndicate or reinsures them with the other members, for the purposes of this clause 8 references to “Relevant Contracts”, “Provisional Insurers”, “Previous Insurers” or “Definitive Insurers” shall be construed, as the context requires, as references only to the authorised or the unauthorised group of members concerned.
9. Reinsurance to close and determination and distribution of profits
  9.1 Profits of the Underwriting in respect of a year of account shall not be distributed until that year of account is closed.
  9.2 A decision by the Agent to close a year of account in accordance with clause 5(d) shall be effected by the Agent, through the active underwriter of the Managed Syndicate or some other duly authorised officer of the Agent, executing a written memorandum of the terms of the contract of reinsurance to close. Upon the execution of the memorandum the contract of reinsurance to close shall be binding on the reinsuring members and the reinsured members (as defined in clause 5(d)), and after such execution the Agent shall have no authority to cancel or vary the contract of reinsurance to close.
  [9.2A A decision by the Agent to close a year of account in accordance with clause 5(da) shall be effected by the Agent by the inclusion in the underwriting account of the Managed Syndicate for the next succeeding year of account of an amount representing a provision for all known and unknown liabilities attributable to the year of account which is closing.]
NOTE
  9.3 Promptly following the closing of a year of account the Agent shall determine, subject to the requirements of the Council for the time being applicable, the […] profit [or loss] attributable to the Corporate Member in respect of the Underwriting for that year of account. Forthwith upon such determination [and subject to clause 9.5,] the Agent shall [determine the amount of the surplus in each prescribed currency in each Premiums Trust Fund (including any Overseas Fund or Special Trust Fund) in respect of the Underwriting for that year of account, as shown in accounting records, and (in accordance with the provisions of the deeds governing the trust funds in which such surpluses are held) shall cause such surpluses to be transferred (directly or indirectly) to or placed at the direction of the Regulating Trustee, as part of the Personal Reserve Sub-Fund (as defined in the Premiums Trust Deed) or of an Overseas Fund or Special Trust Fund (as the case may be). Such surpluses shall, unless the Council otherwise requires or permits, be so transferred or placed in the relevant prescribed currency.]
NOTE
  9.4 Instead of closing a year of account in accordance with the provisions of this clause 9 set out above as at the date when it would normally have been closed, the Agent may allow that year of account to remain open until the outstanding liabilities attributable to that year of account have been run off or reinsured in accordance with this clause 9.
  [9.5 For the avoidance of doubt, neither clause 9.1 nor clause 9.3 shall prevent the Agent from causing the transfer to or placing at the direction of the Regulating Trustee of amounts which do not exceed in aggregate the amount determined in accordance with clause 9.6.
  9.6 The amount referred to in clause 9.5 is the aggregate amount of any deficits of the Corporate Member in each prescribed currency in each Premiums Trust Fund (including any Overseas Fund or Special Trust Fund) in respect of the Underwriting for the relevant year of account for which the Corporate Member’s result has been calculated under clause 9.3, as shown in accounting records, which the Agent is prohibited or prevented by any Premiums Trust Deeds, Overseas Directions or Special Trust Directions or other requirements of the Council from eliminating plus, in a case where the Corporate Member’s result is a profit, the amount of that profit.
  9.7 In this clause 9, “prescribed currency” has the meaning given in paragraph 2 of Schedule 2 to the Syndicate Accounting Byelaw (No. 18 of 1994, 326) and references to accounting records are to the accounting records maintained by the Agent in respect of the Managed Syndicate in accordance with the Syndicate Accounting Byelaw (No. 18 of 1994, 326).]
NOTE
10. Appointment of Substitute Agent
  10.1 If the Council for any reason appoints a Substitute Agent to act for the Corporate Member in place of the Agent, the appointment shall take effect on the terms set out in clause 10.2 and the Corporate Member shall be deemed to have agreed to the appointment of the Substitute Agent on those terms.
  10.2 The appointment of a Substitute Agent to act for the Corporate Member in place of the Agent shall take effect from such date and shall be on such terms as the Council may direct and may be terminated at any time by the Council. Subject thereto, the appointment of such a Substitute Agent shall be on the terms set out in this Agreement and this Agreement shall during the period of any such appointment take effect as if it had been made between the Corporate Member and the Substitute Agent.
  10.3 A Substitute Agent shall not be responsible for and shall have no liability in respect of any action taken or omission made by the Agent whether before or after the appointment of the Substitute Agent.
  10.4 If a Substitute Agent is appointed to act for the Corporate Member in the place of the Agent the remuneration payable by the Corporate Member under this Agreement for any year of account in respect of which services are performed by the Substitute Agent shall be apportioned between the Agent and the Substitute Agent in such manner as the Council may direct and, subject to any such direction, in such proportions as the Agent and the Substitute Agent may agree.
11. Commencement and Duration
  11.1 This Agreement shall take effect on execution and shall apply in respect of each Managed Syndicate in relation to the year of account specified in the Corporate Member’s Syndicate List (or, in so far as it relates to a Provisional Syndicate, the memorandum or other agreement referred to in clause 2.4) and to subsequent years of account unless and until terminated by operation of law or pursuant to any of the following provisions of this clause 11.
  11.2 The appointment of the Agent shall, subject to clause 11.8, terminate forthwith:
	(a)	if the Corporate Member ceases to be an underwriting member of Lloyd’s; or
	(b)	if the Corporate Member’s underwriting membership or underwriting is suspended by the Council consequent upon the outcome of disciplinary proceedings.
	11.3(a)	Except in so far as the Council may otherwise direct, the appointment of the Agent shall be suspended forthwith if the Agent ceases for any reason to be a managing agent approved by the Council or if the Agent’s right to act as a managing agent is suspended in whole or in part by the Council and, subject to the following provisions of this clause 11.3, shall terminate on the expiration of the period of seven days from the date of such cessation or suspension, or of such longer period as the Council may before the expiration of that seven day period allow.
	(b)	Notwithstanding the suspension of the Agent’s appointment under paragraph (a) above it may before the expiration of the period referred to in that paragraph, with the prior approval of the Council and subject to and in accordance with clause 5(s), delegate the services to be provided, the duties to be performed and the powers to be exercised by it (or such services, duties and powers as may in the circumstances be appropriate) to a person or persons acceptable to the Council, in which case this Agreement shall, subject to the requirements of the Council, continue in effect (to the extent appropriate) between the Corporate Member and the person or persons to whom such services, duties and powers have been delegated.
	(c)	If before the expiration of the period referred to in paragraph (a) above a Substitute Agent has been appointed by the Council to act for the Corporate Member in place of the Agent, this Agreement shall continue in effect, subject to clause 10.2, between the Corporate Member and that Substitute Agent.
	(d)	If any suspension of the Agent’s right to act as a managing agent is revoked or expires and the Agent thereafter continues to be a managing agent approved by the Council, this Agreement shall on the termination of the delegation referred to in paragraph (b) above or (as the case may be) of the appointment of the Substitute Agent referred to in paragraph (c) above take effect again between the Corporate Member and the Agent.
  11.4 [This sub-clause is intentionally left blank]
  11.5 The Corporate Member may terminate the appointment of the Agent under this Agreement, subject to clause 11.8, by notice in writing given by or on behalf of the Corporate Member to the Agent by [20 October] (or by any later date which the Agent may in any particular case permit) in any year and expiring at the end of that year: provided that—
	(a)	if in any year in which the Agent is required by the Council to send to the Corporate Member an annual report in respect of the Managed Syndicate that annual report has not been received by the Corporate Member by 1 August, notice may be given by or on behalf of the Corporate Member to the Agent by the earlier of 30 days after receipt by the Corporate Member of the annual report and [20 October] in that year;
	(b)	if in any year the Council has undertaken to notify the Corporate Member on or before a specified date of the rate of the annual subscription under the Membership (Entrance Fees and Annual Subscriptions) Byelaw (No. 9 of 1987, 105) or of [any contribution to the New Central Fund under paragraph 4 of the New Central Fund Byelaw (No. 23 of 1996, 522)], or of both, which the Council proposes to prescribe or levy for the next succeeding year, notice may be given by or on behalf of the Corporate Member to the Agent within 30 days after the later of the date so specified and the actual date of such notification (but in any event before 1st January of the next succeeding year);
NOTE
	(c)	if in any year the Council has given written notice to the Corporate Member pursuant to clause 8.2(b) of a Membership Agreement between the Society and the Corporate Member, notice may be given by or on behalf of the Corporate Member to the Agent within 30 days after the date of the Council’s notice (but in any event before 1st January of the next succeeding year).
  [11.6 The Agent may, with the prior approval of the Council and subject to clause 11.8, terminate its appointment under this Agreement by notice in writing given by the Agent to the Name by 31 May (or such later date as the Council may allow) in any year and expiring at the end of that year.]
NOTE
  11.7 The Agent may terminate its appointment under this Agreement, subject to clause 11.8, by not less than 48 hours’ notice in writing given to the Corporate Member if:
	(a)	the Corporate Member fails to comply with a request made by the Agent in accordance with clause 7.1 to pay monies […] by the due date for payment (as defined in clause 7.1); or
	(b)	(i)the Corporate Member makes or proposes any composition with its creditors or otherwise acknowledges its insolvency;
		(ii)a proposal is made in respect of the Corporate Member under section 2 of the Insolvency Act 1986;
		(iii)a bankruptcy order is made against the Corporate Member by the due process of law of any country;
		(iv)the Corporate Member is adjudicated bankrupt, or adjudicated or declared insolvent, by the due process of law of any country;
		(v)an order is made, a resolution is passed or an act, decree or other instrument is passed for the winding up or dissolution of the Corporate Member;
		(vi)an administration order is made in respect of the Corporate Member under section 9 of the Insolvency Act 1986;
		(vii)a receiver, trustee or analogous officer is appointed in respect of the whole or any material part of the Corporate Member’s property or assets;
		(viii)the Corporate Member or its directors present or file in any court a petition in respect of the Corporate Member’s bankruptcy, winding up or other insolvency or which seeks any reorganisation, dissolution or similar relief; or
		[(viiia)a sequestration order made pursuant to the Bankruptcy (Scotland) Act 1985;]
		(ix)there occurs an event in any jurisdiction which is analogous to any event referred to in the preceding provisions of this sub-paragraph.
NOTE
  11.8 Upon the termination of the Agent’s appointment pursuant to the preceding paragraphs of this clause 11, the Agent’s authority to accept risks on behalf of the Corporate Member shall also terminate, except in relation to:
	(a)	variations and extensions of existing risks effected under the customary and usual powers of the Agent;
	(b)	reinsurance to close an earlier year of account [;
	(c)	in relation to the reinsurance to close any year of account of the syndicate, acceptance on behalf of the Corporate Member as a member of the Managed Syndicate for any later year of account of a proportionate retrocession of any class or classes of business included in such reinsurance to close, as permitted or required by requirements of the Council;]
NOTE
Subject to this and to any requirements of the Council for the time being applicable, the Agent shall be empowered and obliged following the termination of its appointment to run off the Underwriting so far as it concerns the Corporate Member’s participation in the Managed Syndicate and, subject to performing this obligation, shall remain entitled to receive the profit commission payable to it in respect of the Underwriting under clause 6.2. For these purposes the Agent shall continue to have the powers, duties and discretions conferred by this Agreement:
	(i)	in relation to any matter arising out of business of the Managed Syndicate allocated to a year of account which at the date of termination has not been closed, until that year of account is closed or, if it is not closed, until all matters arising from the business of that year of account have been determined; and
	(ii)	so long as is necessary to enable the Agent to deal with and determine any matters arising in connection with the business of the Managed Syndicate allocated to a year of account which has been closed (whether before or after the termination of the Agent’s appointment).
  11.9 Without limiting the generality of clause 11.8, following the termination of the Agent’s appointment otherwise than at the end of a year the Agent may issue policies of insurance in relation to risks accepted prior to such termination in the names of the Corporate Member and of any other underwriting members of Lloyd’s who are members of the Managed Syndicate for the remainder of the year in which such termination occurs or in the names of those other underwriting members of Lloyd’s but not of the Corporate Member.
  11.10 If a direction of administrative suspension is made by the Council in respect of the Corporate Member, while the direction remains in force the Corporate Member shall take only such part (if any) in the Underwriting, and the powers, duties and discretions of the Agent under this Agreement shall continue only to such an extent, as is compatible with the direction.
[11A. Assignment of Corporate Member’s right of future participation
  11A.1 In this clause:
	(a)	the “Succeeding Year” means, in relation to a nomination made under clause 11A.2, the year of account corresponding to the year next following that in which the nomination is made;
	[(b)	the “Corporate Member’s Prospective Participation” means the aggregate of:
		(i)the Corporate Member’s member’s syndicate premium limit in respect of the Managed Syndicate for the year of account corresponding to the year in which a nomination is made under clause 11A.2 (or, if the Corporate Member and the Agent have agreed that the Corporate Member will be entitled to participate in the Managed Syndicate for the Succeeding Year with a different member’s syndicate premium limit, that other limit); and
		(ii)if the Agent, in pursuance of the requirements of the Council relating to syndicate pre-emption, has offered the Corporate Member the opportunity to increase or required the Corporate Member to decrease its member’s syndicate premium limit for the Succeeding Year, the amount of the increase specified in that offer or the amount of the decrease so required as applicable.]
NOTE
  11A.2 Subject to and in accordance with the following provisions of this clause and any applicable requirements of the Council, the Corporate Member may in any year nominate an underwriting member or underwriting members of Lloyd’s to underwrite as a member or members of the Managed Syndicate for the Succeeding Year with a specified member’s syndicate premium limit not exceeding, or specified member’s syndicate premium limits not exceeding in the aggregate, the Corporate Member’s Prospective Participation, in substitution for the Corporate Member either wholly or, as the case may be, to the extent of the member’s syndicate premium limit or limits so specified.
  11A.3 Any nomination under this clause shall be in writing signed by the Corporate Member or by another person duly authorised to sign it on its behalf; and any such
authority may be given in favour of such person or persons as shall be nominated by or under the authority of the Council in accordance with any applicable requirements of the Council.
  11A.4 Unless the Council shall otherwise direct or the Agent shall otherwise allow, any nomination under this clause shall not be effective unless on or before the date prescribed by the Council for the purposes of this sub-clause written notice of the nomination, together with any such other documents and information as may be prescribed by or under any applicable requirements of the Council, has been delivered to the Agent.
  11A.5 The Agent shall do all such acts and things and execute all such documents as shall be necessary or expedient on its part:
	(a)	to give effect to any nomination duly made under this clause;
	(b)	where a nomination or nominations have been made in respect of part only of the Corporate Member’s Prospective Participation, to enable the Corporate Member to underwrite as a member of the Managed Syndicate for the Succeeding Year with a member’s syndicate premium limit equal to the remaining part:
PROVIDED THAT:
	(A)	unless the requirements of the Council provide otherwise, this clause shall not oblige the Agent to enter into an agreement in the terms of the Standard Agents’ Agreement with a members’ agent if at the relevant time there is no such agreement (other than an agreement under which notice of termination has been given by either party) current between the Agent and that members’ agent;
	(B)	the obligations of the Agent under this clause are subject to any direction for the time being in force given by the Council or by the Appeal Tribunal under the Agency Agreements Byelaw (No. 8 of 1988) that effect shall not be given to a nomination made under this clause.
  11A.6 Where effect is not given to a nomination made under this clause as a result of such a direction as is referred to in proviso (B) to clause 11A.5, the Agent shall, if so requested by or on behalf of the Corporate Member and subject to any direction of the Council or the Appeal Tribunal, use its best endeavours to permit the Corporate Member to underwrite as a member of the syndicate for the Succeeding Year with the member’s syndicate premium limit which would have applied if the nomination had not been made.]
NOTE
12. Waiver of confidentiality
  12.1 In so far as is necessary for the purposes of the exercise by the Council of powers contained in Lloyd’s Acts 1871 to 1982 or in byelaws or regulations made thereunder, but not further or otherwise, the Corporate Member hereby:
	(a)	consents to the persons listed in clause 12.2 providing to the Council any information or documents relating to the Underwriting or any part thereof, whether or not in response to a request by the Council; and
	(b)	authorises and directs the Agent to waive on its own behalf all duties of confidentiality owed to the Agent by the persons referred to in clause 12.2(b) in respect of such information or documents.
  12.2 The persons referred to in clause 12.1 are:
	(a)	the Agent; and
	(b)	any auditor appointed by the Agent.
13. Relations between syndicate members
  13.1 Except to the extent provided in this Agreement, the Agent shall not in the performance of its duties under this Agreement discriminate between or treat differently in any material respect the Corporate Member and any other member or members of the Managed Syndicate.
  13.2 There shall be attributed to the Corporate Member (subject to clause 5(ca)) the same proportion of the risks underwritten by the Agent on behalf of the members of the Managed Syndicate and allocated to a year of account as the amount of the Corporate Member’s member’s syndicate premium limit in relation to the Managed Syndicate for that year of account bears to the syndicate allocated capacity of the Managed Syndicate for that year of account, in each case as specified in the initial syndicate constitution filed with Lloyd’s at or about the beginning of the relevant year; and this proportion shall not be materially altered during the course of the year except by reason of the operation of clause 14 or with the express previous consent of the Corporate Member.
  13.3 Income received in respect of, and appreciation in the value of, deposits or investments held by the Managing Agent’s Trustees [or trustees of any Overseas Fund or Special Trust Fund] during any year on behalf of members of the Managed Syndicate or on behalf of members of the Managed Syndicate and members of other syndicates, as shown by realisations or transfers made during the year or by valuation at the end of the year, made where practicable at the mean market price or at such other price as the Agent (subject to the requirements of the Council) may determine, shall be held on their behalf and apportioned among the respective syndicates concerned (where applicable) and the respective years of account open during that year in such proportions as the Agent shall in its absolute discretion consider fair having regard to the balances available for investment attributable to each of the relevant syndicates (where applicable) and each of the relevant years of account during the year.
NOTE
  13.4 The expenses and outgoings incurred in connection with the Underwriting which in the opinion of the Agent ought to be borne rateably by the Corporate Member and any other members of the Managed Syndicate shall be debited to their respective accounts and the Corporate Member’s rateable part thereof shall be calculated according to the proportion of risks attributed to the Corporate Member under clause 13.2. In the case of any expense or outgoing incurred in connection with the Underwriting which has been incurred in respect of more than one syndicate or more than one year of account, or in the case of a credit received in respect of any such expense or outgoing, the Agent may debit or, as the case may be, credit the respective accounts of the members of the Managed Syndicate with such proportions of that expense or outgoing as the Agent in its absolute discretion considers fair.
  13.5 If at the beginning of any year the Corporate Member’s underwriting membership of Lloyd’s has been and remains suspended or the Corporate Member has been and remains suspended from underwriting, the Corporate Member shall take no part in the Underwriting during that year whether or not such suspension is revoked or expires during the year.
  13.6 The Corporate Member hereby authorises and directs the Agent:
	(a)	in each year to enter into a Syndicate and Arbitration Agreement on its behalf with the Agent, every other member of the Managed Syndicate and
		every members’ agent through the agency of which any of those members participate in the Managed Syndicate; and
	(b)	to take such action or proceedings as the Agent thinks fit against any member of the Managed Syndicate or the members’ agent through the agency of which any such member participates in the Managed Syndicate who has committed or threatened to commit a breach of the terms of the Syndicate and Arbitration Agreement, on behalf and at the expense of the other members of the Managed Syndicate (including the Corporate Member).
14. Taking over provisions
  14.1 For the purposes of this clause an underwriting member of Lloyd’s (including, where the case so requires, the Corporate Member) shall be treated:
	(a)	as ceasing to be a member of the Managed Syndicate if the appointment of the Agent as the managing agent of that underwriting member in respect of the Managed Syndicate is terminated under any provision of clause 11 of the Managing Agent’s Agreement between that underwriting member and the Agent (or, in the case of the Corporate Member, this Agreement);
	(b)	if a direction of administrative suspension is made in relation to that underwriting member, as ceasing to be a member of the Managed Syndicate at the time when the direction takes effect and, if the direction is revoked or expires in the same year in which it is made, as again becoming a member of the Managed Syndicate upon such revocation or expiry.
  14.2 Subject to paragraph (e) of this clause, in the event of changes in the membership of the Managed Syndicate for any reason whatsoever, including suspension, occurring otherwise than at the end of a year, then for the purposes of calculating the profit or loss of the Corporate Member and of the other members of the Managed Syndicate for the relevant year of account, the following provisions shall apply:
	(a)	Subject to paragraphs (aa) and (ab) of this clause, in the event of the death or bankruptcy of a member of the Managed Syndicate, or in the event of the membership of a member of the Managed Syndicate being terminated by operation of law or by virtue of the provisions of clause 11.7(b) of the relevant Managing Agent’s Agreement otherwise than at the end of any year, the relevant member of the Managed Syndicate shall, for the purposes of calculating the profit and loss of the Corporate Member and of every other member of the Managed Syndicate for the relevant year of account, be treated as though he had taken no part in the Underwriting during that year and the profit or loss which, apart from this provision, would have accrued to him from his participation as a member of the Managed Syndicate for the relevant year of account, together with his responsibility for all claims, expenses and outgoings payable in connection with the Underwriting, shall be apportioned among the other members of the Managed Syndicate in proportion to the amounts of their respective member’s syndicate premium limits in relation to the Managed Syndicate.
	(aa)	Where the relevant member referred to in paragraph (a) of this clause 14.2 participates in the Managed Syndicate through a MAPA and not otherwise then the apportionment provided for in that paragraph shall be made only among the other members of such MAPA and in proportion to their respective MAPA participations in relation to such MAPA.
	(ab)	Where the relevant member referred to in paragraph (a) of this clause 14.2 participates in the Managed Syndicate partly through a MAPA and partly otherwise then:
	(i)	in relation to his MAPA participation, the method of apportionment provided for in paragraph (aa) of this clause 14.2 shall apply; and
	(ii)	in relation to his non-MAPA participation, the method of apportionment provided for in paragraph (a) of this clause 14.2 shall apply.
	
	(b)	In the event of:
	(i)	a member of the Managed Syndicate purporting to terminate the appointment of the Agent otherwise than at the end of any year in breach of any of the provisions of clause 11 of the relevant Managing Agent’s Agreement; or
	(ii)	a member of the Managed Syndicate purporting to resign his underwriting membership of Lloyd’s in breach of the applicable requirements of Lloyd’s; or
	(iii)	a member of the Managed Syndicate purporting to terminate the Members’ Agent’s Agreement entered into by him with his members’ agent in breach of that agreement;
		then without prejudice to any rights or remedies which may be available to the Agent or the other members of the Managed Syndicate in consequence of the breach, the liabilities of the relevant member of the Managed Syndicate in respect of risks attributable to the relevant year of account shall, for the purposes of calculating the profit or loss of the Corporate Member and of every other member of the Managed Syndicate for the relevant year of account, be assessed by the Agent on the footing that the relevant member of the Managed Syndicate had continued to be a member of the Managed Syndicate until the end of that year.
	(c)	Subject to paragraphs (ca) and (cb) of this clause 14.2, in the event of a member of the Managed Syndicate ceasing other than by reason of any of the events mentioned in paragraphs (a) and (b) of this clause 14.2 to be a member of the Managed Syndicate otherwise than at the end of any year, or in the event of a member of the Managed Syndicate again becoming a member of the Managed Syndicate on a date other than at the beginning of any year following the revocation or expiry of a direction of administrative suspension made by the Council earlier in the same year, then, as between all the members (including the Corporate Member and any other outgoing or incoming members) of the Managed Syndicate or their personal representatives, the profit or loss of the Managed Syndicate for the relevant year of account shall be divided between the members of the Managed Syndicate as follows, due regard being had to the provisions of paragraphs (a), (aa), (ab) and (b) of this clause 14.2 and their effect in relation to any member of the Managed Syndicate in respect of the year in question:
	(i)	the year shall be divided into periods (“Periods”) comprising: the period from the beginning of the year until the date of the first variation in the membership of the Managed Syndicate to which this sub-paragraph applies; each period between each such variation; and the period from the date of the last such variation until the end of the year;
	(ii)	on the closing of the Managed Syndicate’s accounts for the year the profit or loss of the Managed Syndicate (including any profit or loss reallocated pursuant to paragraph (a) above) shall be apportioned between the Periods by reference to the number of days in each Period;
	(iii)	the profit or loss apportioned to each Period shall be apportioned among members of the Managed Syndicate during such Period, having regard to paragraph (b) above, by reference to the amounts of their respective member’s syndicate premium limits in relation to the Managed Syndicate; and
	(iv)	the profit or loss of each member for the whole year shall then be ascertained by aggregating the profit or loss of such member in respect of each of the Periods during which he was a member of the Managed Syndicate.
	(ca)	Where the relevant member referred to in paragraph (c) of this clause 14.2 participates in the Managed Syndicate through a MAPA and not otherwise then:
	(i)	the division provided for in paragraph (c) of this clause 14.2 shall be made in relation to the members of such MAPA; and
	(ii)	the apportionment provided for by sub-paragraph (iii) of paragraph (c) of this clause 14.2 shall be made only among the members of such MAPA and in proportion to their respective MAPA participations in relation to such MAPA.
	(cb)	Where the relevant member referred to in paragraph (c) of this clause 14.2 participates in the Managed Syndicate partly through a MAPA and partly otherwise then:
	(i)	in relation to his MAPA participation, the method of division and apportionment provided for in paragraph (ca) of this clause 14.2 shall apply; and
	(ii)	in relation to his non-MAPA participation, the method of division and apportionment provided for in paragraph (c) of this clause 14.2 shall apply.
	(d)	For the purposes of this clause 14.2, “non-MAPA participation” means in relation to any member of a Managed Syndicate and a Managed Syndicate the amount of the member’s syndicate premium limit allocated to the syndicate other than through a MAPA.
	(e)	If the appointment of the Agent as the managing agent of an underwriting member in respect of the Managed Syndicate is terminated under any provision of clause 11 of the Managing Agent’s Agreement between that underwriting member and the Agent (or, in the case of the Corporate Member, this Agreement) otherwise than at the end of a year, and the member’s syndicate premium limit of that underwriting member is equal to or greater than 2% (or such other percentage as the Council may from time to time prescribe) of the syndicate allocated capacity of the Managed Syndicate, the Agent shall forthwith notify the Council and the Council may give such directions to modify the application of this clause 14 in relation to the Managed Syndicate as the Council may in its sole discretion think fit.
	(f)	Without limiting the generality of paragraph (e) of this clause 14.2, any directions given under that paragraph may include provision that, instead of the results of the Managed Syndicate for the relevant year of account being allocated between the members of the Managed Syndicate by dividing between them the profit or loss for that year of account as a whole on any basis specified in any other provision of this clause 14.2, such results be allocated instead by:
	(i)	causing accounts to be prepared for such periods of the year (“Accounting Periods”) on such basis and in accordance with such accounting policies as may be specified;
	(ii)	allocating the profit or loss of the Managed Syndicate for each such Accounting Period among the members of the Managed Syndicate during such Period by reference to the amounts of their respective member’s syndicate premium limits in relation to the Managed Syndicate; and
	(iii)	ascertaining the profit or loss of each member for the whole year by aggregating the profit or loss of such member in respect of each of the Accounting Periods during which he was a member of the Managed Syndicate.
	(g)	Any directions given under paragraph (e) of this clause 14.2 may also include:
	(i)	provision varying the time at which a member of the Managed Syndicate is to be treated as ceasing to be a member of the Managed Syndicate for the purposes of any of the preceding provisions of this clause; and
	(ii)	consequential provision for the operation of clauses 6.3 and 6.4 in such manner as the Council may in its sole discretion consider fair.
  14.3 The decision of the auditors for the time being of the Managed Syndicate as to any question or dispute relating to the operation of any part of this clause 14 shall, save in the case of manifest error, be final and binding on the Corporate Member and the Agent.
15. Variation
  15.1 None of the provisions of this Agreement, other than those provisions of Schedule 1 which are to be or may be completed or deleted as specified in the Corporate Member’s Syndicate List, may be varied or amended in any manner whatsoever (otherwise than in consequence of the operation of clause 1.4, clause 10, clause 14.2(e) or clause 15.2) without the written consent of the Council. Any permitted variation or amendment of this Agreement shall, subject as aforesaid, be in writing and signed by each of the parties.
	15.2 	(a) The Council may by byelaw vary or amend any of the provisions of this Agreement with effect from 1 January in any year provided (subject to paragraph (b) below) that such date falls no sooner than eight months after the date of the relevant byelaw.
	[	(b) The Council may by byelaw made no later than 31 January 2003 but with effect from 1 January 2003 vary or amend any of the provisions of this Agreement (including, without limitation, clauses 11 and 11A) as it thinks necessary or expedient for the purpose of or in connection with the making or implementation of any byelaw or other requirement of the Council which may be made as a result of or in relation to any proposal contained in, arising from or developed in response to the proposals of the Chairman’s Strategy Group presented to the Council on 17 January 2002.]
NOTE
16. Arbitration
  16.1 Subject to clause 16.2 and clause 16.3, any dispute, difference, question or claim arising under, out of or in connection with this Agreement shall be referred at the request of either the Agent or the Corporate Member to arbitration in London under the rules of the Lloyd’s Arbitration Scheme for the time being, which rules are deemed to be incorporated by reference into this clause.
  16.2 This clause 16 does not apply to any dispute, difference, question or claim relating to any of the provisions of clause 7.1 or clause 14.
  16.3 This clause 16 does not apply or applies as modified to any dispute, difference, question or claim in respect of which and to the extent to which the application of this clause 16 is excluded or modified by byelaw or by the Lloyd’s Arbitration Scheme.
17. Agreement not a partnership
  17.1 Nothing in this Agreement shall constitute a partnership between the Corporate Member and the Agent or between the Corporate Member and any or all of the other members of the Managed Syndicate.
  17.2 The Corporate Member and the Agent acknowledge that the association between the members of a syndicate for a year of account is made solely for the purposes of, and is limited to, the underwriting of insurance business allocated to that year of account and matters arising out of or in connection with insurance business so underwritten, and nothing in this Agreement shall be taken to create or give rise to any longer or further association or to constitute the syndicate as an entity continuing from year to year.
18. Notices
  18.1 Any notice under this Agreement shall be in writing (including telex or facsimile transmission) and may be served by personal delivery or by leaving it at or sending it by prepaid post (which shall in the case of a notice under clause 11 be recorded delivery or registered post) to the address of the relevant party set out above or, in the case of a notice served by telex or facsimile transmission, by transmitting it to such number as the party on whom it is to be served may from time to time notify to the other party. Any notice so served or document sent by post shall be deemed to have been received 72 hours from the time of posting and any notice sent by telex or by facsimile transmission shall be deemed to have been received when evidence of its receipt is transmitted to the person sending it.
  18.2 The Corporate Member undertakes to maintain an agent for service of process in England. The first such agent shall be [ ]. The Corporate Member shall forthwith give notice to the Agent of any change in the identity, name or address of its agent appointed under this sub-clause. Any writ, judgment or other notice of judicial process shall be sufficiently served on the Corporate Member if delivered to its agent appointed under this sub-clause at the address of that agent for the time being.
19. Governing law and jurisdiction
  19.1 This Agreement is governed by, and shall be construed in accordance with, the laws of England.
  19.2 Each of the parties hereby irrevocably submits for all purposes of and in connection with this Agreement to the exclusive jurisdiction of the courts of England. IN WITNESS whereof the parties have executed this Agreement as a deed the day and year first above written.]
Schedule 1: Agent’s Fees
Part A: Annual Fee
The fee payable to the Agent under clause 6.1 in respect of each year of account shall be:
————% of the Corporate Member’s member’s syndicate premium limit in relation to the Managed Syndicate for that year of account*
payable (subject to any requirements of the Council) monthly/quarterly/annually* in advance/arrears* on [date or dates*] in the year corresponding to the relevant year of account.
Part B: Profit Commission and Deficit Clause
1. Basis of calculation
  The profit commission payable to the Agent under clause 6.2 in respect of each year of account of the Managed Syndicate shall be the percentage specified in the Corporate Member’s Syndicate List of the Corporate Member’s Adjusted Profit for the relevant year of account, the Adjusted Profit being calculated in accordance with the following provisions of this Schedule.
2. Determination of underwriting profits and losses
  For the purposes of this Schedule the closed year of account profit or loss of the Managed Syndicate for any year of account shall, subject to the following provisions of this Schedule, be determined by reference to the audited underwriting account of the Managed Syndicate for the relevant year of account but any necessary adjustments shall be made to ensure that:
	(a)	investment income shall be taken into account before deduction of tax;
	(b)	capital appreciation and depreciation and profit or loss on the realisation of investments shall be taken into account before making any provision for tax thereon;
	(c)	foreign currency exchange gains and losses shall be taken into account;
	(d)	no deduction shall be made for any United Kingdom or overseas taxation on underwriting profits; and
	(e)	deductions shall be made for syndicate expenses but for any other charges, costs or expenses incurred by the Corporate Member.
3. Deficit clause: basic calculation of Adjusted Profit
	(a)	Subject to the following provisions of this Schedule, the Corporate Member’s Adjusted Profit for any year of account is the amount of the Syndicate Adjusted Profit attributable to the Corporate Member’s Allocation for that year of account less the Corporate Member’s Expenses for that year of account (as adjusted, where applicable, under clause 14).
	(b)	In this Schedule:
	(i)	“Syndicate Adjusted Profit” for any year of account (“the Relevant Year”) is the Syndicate Profit for the Relevant Year less the Eligible Losses at the Closing Date of the Relevant Year;
	(ii)	“the Corporate Member’s Allocation” for a year of account means the amount of the Corporate Member’s member’s syndicate premium limit in relation to the Managed Syndicate for that year of account;
	[(iia)	“the Corporate Member’s expenses” for a year of account means the amount payable by the Corporate Member in respect of that year of account by way of Lloyd’s subscriptions, Central Fund contributions, New Central Fund contributions and the Agent’s annual fee;]
(* As specified in the Corporate Member’s Syndicate List)
NOTE
	(iii)	“Syndicate Profit” for a year of account means the closed year of account profit of the Managed Syndicate for that year of account determined in accordance with paragraph 2 above, and “Syndicate Loss” has a corresponding meaning;
	(iv)	a Syndicate Loss incurred in respect of a year of account is deemed to be incurred at the Closing Date of that year of account;
	(v)	“Closing Date” means a date at which a year of account is closed;
	(vi)	“Prior Year End(s)” means, in relation to a Closing Date, the end(s) of the [*] year(s) immediately preceding the year ending on that Closing Date;
	(vii)	“Eligible Loss” means, in relation to the calculation of the Syndicate Adjusted Profit for the Relevant Year, a Syndicate Loss, Initial Deficit or Further Deficit incurred at the Closing Date of the Relevant Year or at a Prior Year End, so far as not taken into account under this Schedule in calculating the Syndicate Adjusted Profit for a year of account closed before or at the same time as the Relevant Year; and
	(viii)	“Initial Deficit” and “Further Deficit” have the meanings respectively given to them in paragraph 6 below.
4. Deficit clause: carry-forward of surplus Eligible Losses
  If the Eligible Losses exceed the Syndicate Profit for the Relevant Year, the Syndicate Adjusted Profit for the Relevant Year shall be treated as nil and so much of the excess as was not incurred at the earliest Prior Year End shall be carried forward as Eligible Losses available, subject to the provisions of this Schedule, to be taken into account in calculating the Syndicate Adjusted Profit at the following Closing Date.
5. Deficit Clause: Priority among Eligible Losses
  Where the calculation of the Syndicated Adjusted Profit involves subtracting from the Syndicate Profit Eligible Losses incurred at more than one year end, the Eligible Losses incurred at the earliest relevant year end shall be deemed to be subtracted first.
6. Deficit Clause: run-off accounts
	(a)	This paragraph applies where a year of account of the Managed Syndicate (“the Run-Off Year”) is not closed at the date at which it would normally have been closed in accordance with the policies and procedures generally adopted in respect of the Managed Syndicate (“the Normal Closing Date”).
	(b)	(i)	Where the run-off account result for the Run-off Year at the Normal Closing Date, as shown in the annual report prepared as at that date, is a deficit, that deficit is in this Schedule referred to as the “Initial Deficit”.
		(ii)	Where at any anniversary of the Normal Closing Date the Run-off Year remains open and the cumulative run-off account balance for the Run-off
(* As specified in the Corporate Member’s Syndicate List)
		Year as at that anniversary, as shown in the annual report prepared as at that anniversary, is a deficit, that deficit is in this Schedule referred to as an “Intermediate Deficit”.
		(iii)If the Run-off Year is closed, the Syndicate Profit or Syndicate Loss in respect of the Run-off Year, as shown in the annual report prepared as at the Closing Date, is in this Schedule referred to as the “Final Balance”.
	(c)	An Initial Deficit shall for the purposes of the definition of “Eligible Loss” in paragraph 3(b) above be treated as incurred at the Normal Closing Date.
	(d)	If at any anniversary of the Normal Closing Date there is an Intermediate Deficit exceeding whichever is the greatest of the Initial Deficit and any previous Intermediate Deficit, a loss equal to the excess (or, where there has been no Initial Deficit and no previous Intermediate Deficit, equal to the Intermediate Deficit at that anniversary) shall be treated as incurred at that anniversary. Such a loss is in this Schedule referred to as a “Further Deficit”.
	(e)	If the Run-Off Year is closed, the Final Balance at the Closing Date shall be adjusted by crediting an amount equal to the aggregate amounts of the Initial Deficit and of any Further Deficit which previously have been applied as Eligible Losses in reducing the Syndicate Adjusted Profit at the closing Date of any other year of account. The resulting amount (“the Adjusted Final Balance”) shall be treated as the Syndicate Profit arising, or the Syndicate Loss incurred, at the Closing Date of the Run-off Year.
7. Deficit clause: apportionment of Eligible Losses
	(a)	Where a Syndicate Profit arises on the closing of each of two or more years of account closed at the same date, any Eligible Losses available at that date shall be apportioned between the respective Syndicate Profits rateably according to the amounts of those Syndicate Profits.
	(b)	Where the calculation of the Syndicate Adjusted Profit involves subtracting from a Syndicate Profit Eligible Losses incurred at the same year end in respect of two or more years of account, those Eligible Losses shall be apportioned between the relevant years of account rateably according to the respective total amounts of the Eligible Losses as at the relevant Closing Date attributable to each such year of account.
	(c)	Any apportionments falling to be made under this paragraph in a case where paragraph 8 below applies shall be made before effect is given to that paragraph.
[7A. Deficit Clause: Syndicate Merger
  (a) This paragraph 7A applies where:
	(i)	for any Relevant Year after 1998 the Managed Syndicate is a successor syndicate in consequence of a syndicate merger;
	(ii)	the successor syndicate and the ceasing syndicate are or were managed by the same managing agent or by related managing agents; and
	(iii)	the Corporate Member is a member of the successor syndicate for the Relevant Year and was a member of the ceasing syndicate for its final year of account and of the successor syndicate for the next following year of account.
  (b) Any Syndicate Loss, Initial Deficit or Further Deficit of the ceasing syndicate which, if the ceasing syndicate had continued to accept new or renewal business for subsequent years of account, would have been an Eligible Loss under the Managing Agent’s Agreement between the Corporate Member and the managing agent of the ceasing syndicate for the purpose of calculating any profit commission payable by the Corporate Member under that agreement for the Relevant Year (assuming neither profit nor loss for the ceasing syndicate for any year of account between its final year of account and the Relevant Year) shall, subject to any adjustment in accordance with sub-paragraph (c) or (d) below, be treated as an Eligible Loss of the Managed Syndicate for the purposes of this Part B.
  (c) Where the Corporate Member’s Allocation for the final year of account of the ceasing syndicate was greater than the Corporate Member’s Merger Allocation and Eligible Losses attributable to any year or years of account of the ceasing syndicate fall under this paragraph 7A to be subtracted from the Syndicate Profit in calculating the Syndicate Adjusted Profit for the Relevant Year of the Managed Syndicate, the aggregate amount of the Eligible Losses attributable to that year or those years of account of the ceasing syndicate which may be so subtracted is limited to:
L x A2
A1
where:
	L	=the amount of the Eligible Losses attributable to that year or those years of account of the ceasing syndicate;
	A1	=the amount of the Corporate Member’s Allocation for the last year of account of the ceasing syndicate; and
	A2	=the amount of the Name’s Merger Allocation.
  (d) Where the Corporate Member’s Allocation for the final year of account of the ceasing syndicate was less than Corporate Member’s Merger Allocation and Eligible Losses attributable to any year or years of account of the ceasing syndicate fall under this paragraph 7A to be subtracted from the Syndicate Profit in calculating the Syndicate Adjusted Profit for the Relevant Year of the Managed Syndicate, the aggregate amount of the Eligible Losses attributable to that year or those years of account of the ceasing syndicate which may be so subtracted is limited to:
P x A1
A2
where:
	P	=the amount of the Syndicate Profit for the Relevant Year;
	A1	=the amount of the Corporate Member’s Allocation for the last year of account of the ceasing syndicate; and
	A2	=the amount of the Corporate Member’s Merger Allocation.
  (e) For the purposes of this paragraph 7A:
	(i)	“ceasing syndicate” and “successor syndicate” have the meanings given in the Major Syndicate Transactions Byelaw (No. 18 of 1997, 332);
	(ii)	“related managing agents” means two or more managing agents, being bodies corporate, which are members of the same group, and “group” means for this purpose a holding company and its subsidiaries, in each case as defined by section 736 of the Companies Act 1985;
	(iii)	“Corporate Member’s Merger Allocation” means the amount of the Corporate Member’s Allocation on the successor syndicate for the first year of account after the syndicate merger to which the Corporate Member became entitled, by reason of the terms of the syndicate merger or by reason of any requirements of the Council made in relation thereto, by reference to the amount of the Corporate Member’s Allocation for the final year of account of the ceasing syndicate; and
	(iv)	expressions defined in paragraph 3(b) of this Part in relation to the Managed Syndicate have the corresponding meanings in relation also to a ceasing syndicate notwithstanding that the ceasing syndicate is not the Managed Syndicate.]
NOTE
8. Transitional provisions
	(a)	References in this Schedule to a year of account do not include a year of account earlier than the 1994 year of account.
	(b)	References in this Schedule to the ends of the two (or more) years immediately preceding a year ending on a Closing Date do not include a year ending earlier than 31 December 1996.
9. Time of payment
  The profit commission payable to the Agent in respect of any year of account shall be calculated and paid forthwith upon the despatch to the Corporate Member or, if so
directed by the Corporate Member, to the Corporate Member’s Lloyd’s Adviser of the annual report prepared as at the Closing Date of the relevant year of account.
Schedule 2. The Syndicate and Arbitration Agreement
THIS AGREEMENT is made on..............................................
BETWEEN:
(1) ............................................................................................... whose
registered/principal office is at ....................................................................
......................................................................................................... (the 
“Managing Agent”);
(2) Each of the underwriting members of Lloyd’s who participates in the Managed Syndicate (as defined below) for the Relevant Year of Account (as defined below), the names of such underwriting members being listed in the syndicate constitution attached to this Agreement (the “Names”); and
(3) Each of the members’ agents through the agency of which any of the Names participates in the Managed Syndicate for the Relevant Year of Account, the names of such members’ agents being listed in the syndicate constitution attached to this Agreement (the “Members’ Agents”).
WHEREAS
Each of the Names and each of the Members’ Agents has authorised and directed the Managing Agent to enter on their behalf into an agreement in the form of this Agreement.
NOW IT IS AGREED as follows:
1. Interpretation
  1.1 In this Agreement, unless the context otherwise requires:
“Managing Agent’s Agreement” means an agreement between a Name and the Managing Agent in the terms of the standard agreement set out in Schedule 3 or (in the case of a Name which is a body corporate) Schedule 4 to the Agency Agreements Byelaw (No. 8 of 1988, 310) regulating the Name’s participation in the Managed Syndicate for the relevant Year of Account;
“Managed Syndicate” means the syndicate specified in the Schedule;
“Relevant Year of Account” means the year of account specified in the Schedule;
“Standard Members’ Agent’s Agreement” means the form of agreement between an underwriting member of Lloyd’s and a members’ agent prescribed by the Agency Agreements Byelaw (No. 8 of 1988, 310).
  1.2 Unless the context otherwise requires and except for the words and expressions defined in clause 1.1, words and expressions defined in the Standard Members’ Agent’s Agreement have the same meanings in this Agreement.
  1.3 This Agreement shall apply to the Managed Syndicate for the Relevant Year of Account.
2. Undertakings of the Names
  Each of the Names hereby undertakes to each of the other Names, the Managing Agent and each of the Members’ Agents:
	(a)	to comply with the provisions of the Managing Agent’s Agreement between that Name and the Managing Agent in relation to the Managed Syndicate;
	(b)	without prejudice to paragraph (a) above, to remain a member of the Managed Syndicate unless and until the appointment of the Managing Agent under the Managing Agent’s Agreement between that Name and the Managing Agent in relation to the Managed Syndicate is terminated pursuant to and in accordance with the provisions of clause 11 of that agreement; and
	(c)	not to terminate the appointment of the Members’ Agent (if any) designated by that Name as being appointed to act as its members’ agent in relation to the Managed Syndicate for the Relevant Year of Account otherwise than pursuant to and in accordance with the provisions of clause 11 of the Members’ Agent’s Agreement between that Name and that Members’ Agent.
3. Syndicate Disputes
  3.1 Subject to clause 3.3 and clause 3.4, any disputes, differences, questions or claims whatsoever between any or all of the Names, the Members’ Agents and the Managing Agent, whether in contract, tort or otherwise, arising at any time and in any way out of or in connection with or in relation to the Managed Syndicate for the Relevant Year of Account or its constitution or business for the Relevant Year of Account (“Syndicate Disputes”) shall be referred at the request of any such Names, Members’ Agents or the Managing Agent to arbitration in London under the rules of the Lloyd’s Arbitration Scheme for the time being, which rules are deemed to be incorporated by reference into this clause.
  3.2 Subject to the rules of the Lloyd’s Arbitration Scheme, any Syndicate Disputes which involve common questions or issues shall be referred to the same arbitrator or arbitrators who shall have full power to direct that any such Syndicate Disputes shall be heard concurrently between each and all of the Names, Members’ Agents and the Managing Agent involved.
  3.3 This clause 3 does not apply to any dispute, difference, question or claim relating to any of the provisions of clause 7.1, clause 13.6 or clause 14 of the Managing Agent’s Agreement between any of the Names and the Managing Agent.
 3.4 This clause 3 does not apply or applies as modified to any dispute, difference, question or claim in respect of which and to the extent to which the application of this clause 3 is excluded or modified by byelaw or by the Lloyd’s Arbitration Scheme.IN WITNESS whereof this Agreement has been signed by the Managing Agent on its own behalf and for and on behalf of each of the Names and each of the Members’ Agents the day and year first above written.
Schedule
The Managed Syndicate is syndicate no. ......................................
The Relevant Year of Account is the .............................. year of account.
SIGNED byfor and on behalf of
the Managing Agent,
each of the Names and
each of the Members’
Agents in the
presence of:
EXECUTED AS A DEED
by [the Corporate Member]
EXECUTED AS A DEED
by [the Agent]”
[In the case of a partnership]
SIGNED SEALED AND DELIVERED
by a partner duly authorised for and on behalf of the Agent
in the presence of:

311. Multiple Syndicates Byelaw No. 5 of 1989, 10 May 1989
COMMENCEMENT
  This byelaw commenced on 11 May 1989, although in some circumstances the provisions of paragraphs 3 and 21 did not apply until 1 January 1991 (see paragraph 22 below).
AMENDMENTS
This byelaw was amended by
Multiple Syndicates (Amendment) Byelaw (No. 12 of 1989)
Multiple Syndicates (Amendment No. 2) Byelaw (No. 4 of 1991)
Syndicate Premium Income (Amendment No. 3) Byelaw (No. 12 of 1991)
Multiple Syndicates (Amendment No. 3) Byelaw (No. 4 of 1993)
Corporate Members (Consequential Amendments) Byelaw (No. 20 of 1993)
Syndicate Accounting Byelaw (No. 18 of 1994)
Members’ Agents (Information) (Amendment No. 2) Byelaw (No. 4 of 1995)
Multiple Syndicates (Amendment No. 4) Byelaw (No. 11 of 1995)
Appeal Tribunal Byelaw (No. 18 of 1995)
Multiple Syndicates (Amendment No. 5) Byelaw (No. 5 of 1997)
Captive Corporate Members Byelaw (No. 19 of 1998)
Underwriting Agents (Amendment No. 16) Byelaw (No. 15 of 1999).
EXPLANATORY NOTES
(These notes are not part of the byelaw.)
  This byelaw prohibits an underwriter, whether or not an active underwriter, acting as such for more than one syndicate concurrently without the consent of the Council. It also prohibits a managing agent permitting an individual employed by it from acting for more than one syndicate concurrently without the consent of the Council, whether or not the syndicates concerned are managed by the same managing agent. The byelaw specifies circumstances in which the Council may grant such consent and makes provision for the imposition of conditions in relation thereto.
  The byelaw also imposes on managing agents requirements concerning syndicate reinsurances where two or more syndicates are managed by the same managing agent or by associated managing agents, whether or not those syndicates have an underwriter in common.
Section 1—Introduction
  1. These explanatory notes should be read in conjunction with the Multiple Syndicates Byelaw (No. 5 of 1989) (“the byelaw”). Their purpose is to provide guidance on certain provisions of the byelaw; these notes are a guide only and do not override the provisions of the byelaw.
  2. Terms defined in the byelaw have the same meanings in these explanatory notes. Other terms not expressly defined in the byelaw but which are defined in section 2 of Lloyd’s Act 1982 also have the meanings so defined when used in the byelaw or in these explanatory notes. Paragraph references in the explanatory notes are references to paragraphs of the byelaw except as otherwise stated.
  3. The Multiple Syndicates Byelaw (No. 7 of 1985) no longer has effect, except for arrangements existing on 11 May 1989 (until 31 December 1990). The Code of Practice for Underwriting Agents and Active Underwriters—Multiple Syndicates (9 December 1985) and the amendments to the Code of Practice for Underwriting Agents and Active Underwriters—Multiple Syndicates (12 May 1986) remain in force for the time being. This is explained in more detail in note 37 below.
  4. Readers of these explanatory notes should also refer to the Syndicate Accounting Byelaw (No. 11 of 1987), which contains requirements concerning the disclosure of information in syndicate annual reports.
Section 2—Duties of agents under the general law
  5. It is unlawful for an agent (including a managing agent or underwriter) improperly to prefer one principal (i.e. Name), or group of principals, over another; such conduct would be likely to render a person liable to disciplinary proceedings at Lloyd’s.
  6. The purpose of the byelaw is to address the conflicts of interest which arise where an individual is in a position to commit two or more syndicates (whether or not managed by the same managing agent or group of managing agents). Compliance with the provisions of the byelaw should ensure that managing agents and underwriters fulfil duties which they owe to their Names under the general law but there may be circumstances where compliance with the byelaw will not of itself be sufficient. Accordingly paragraph 2 provides that the byelaw does not derogate from the law applicable to agents.
Section 3—General
  7. The conflict of interest which arises in connection with the underwriting of insurance business where a managing agent (or group of managing agents) manages two or more syndicates able to accept the same business is largely overcome where the underwriting team of each syndicate underwrites solely for that syndicate. Accordingly, the byelaw focuses upon the underwriting responsibilities of a syndicate’s underwriting team.
  8. In addition, no conflict should arise in the following circumstances where one or more individual underwrites for more than one syndicate:
	(i)	where the syndicates are mirror syndicates;
	(ii)	where all the business of the respective syndicates is written on a split stamp basis;
	(iii)	where a syndicate is being run off.
The byelaw provides that consent may be given in these circumstances.
  9. There is provision in the byelaw for consent to be granted in other circumstances but such consent will only be given after a rigorous examination of particulars of the case in question and subject to the application of the strictest safeguards. This is dealt with more fully in notes 24 to 29 below.
  10. When considering whether to grant consent under the byelaw the Council will take into account conflicts of interest which may arise because a managing agent is “associated” with one or more other managing agents. The meaning of “associated” for this purpose is set out in note 3 to the schedule to the byelaw.
  11. It should be noted that consents under this byelaw can be granted not only to individual underwriters, but also to “classes” of underwriters. Thus, for example, the Council may grant consent for “the deputy underwriter responsible for cargo risks” to underwrite for two specified syndicates.
  12. The byelaw refers to consents being considered by the Council of Lloyd’s. In practice, the Council will act by the Underwriting Agents Registration Committee.
13. Provisional Syndicates
  Paragraph 8 of the Managing Agent’s Agreement which will apply for the 1990 and subsequent years of account deals with the acceptance of risks on behalf of provisional insurers. The byelaw has been drafted so that no person shall be deemed to be acting on behalf of two or more syndicates solely because he accepts risks on behalf of provisional syndicates; paragraph 2 of the schedule to the byelaw and paragraph 8(1)(c) of the byelaw refer.
Section 4—Commentary on specific aspects of the byelaw
Paragraph 3: restriction on acting as underwriter for multiple syndicates
  14. This paragraph applies whether or not the managing agents of the syndicates are associated.
  15. It should be noted that, in the context of this byelaw, “underwriter” means any underwriter for a syndicate (by whatever title he is known), not just the active underwriter. A full definition of “underwriter” is provided in the schedule to the byelaw. There is no “de minimis” provision in this definition; thus, even though a member of an underwriting team is only permitted to accept risks in limited circumstances and of a low premium value, he will be regarded as an “underwriter”.
  16. Sub-paragraph (4) provides, for the avoidance of doubt, that the byelaw does not apply to certain well-established market arrangements which cannot give rise to unfair allocation of risks between syndicates. In these arrangements, the respective syndicates’ shares in every risk have been predetermined by agreement, and therefore cannot be altered by the underwriter.
Paragraph 4: business allocated in predetermined proportions (split stamp)
  17. This paragraph allows consent to be given where all of the business of two or more syndicates is underwritten on a split stamp basis.
  18. For the purpose of paragraph 4(1), which deals with the proportions in which risks are to be allocated among the syndicates concerned, it will be acceptable for the proportions to be stated as being pro-rata to the syndicates’ relative allocated capacities. In this case, the actual percentage splits of business would not be finalised until approximately 1 January of the relevant year.
  19. Sub-para. (2) only applies where the syndicates concerned are managed by the same managing agents or by associated managing agents. In considering such applications the other matters which the Council will wish to take into account are likely to include:
	(a)	the reason for the separate existence of the syndicates for which the underwriter is to act concurrently;
	(b)	whether and the extent to which any financial advantage is likely to accrue to the underwriter or managing agent, or to any person connected with either of them, as a result of the arrangements proposed, including but not limited to any financial advantage arising :
	(i)	by way of profit-related remuneration (e.g. salary, bonus, profit commission or other remuneration); or
	(ii)	where the syndicates concerned are managed by associated managing agents, by virtue of any interests in shares in any of those managing agents or, where any such managing agent is a partnership, any interests in that partnership;
	(c)	the degree of participation by way of underwriting membership of each syndicate concerned, both individually and in aggregate, of shareholders, directors or employees of or partners in the managing agent of that syndicate (or of any associated managing agent) or who are related to any such individuals. For this purpose an individual is to be regarded as “related to” another individual and that other “related to” him if he is the spouse or a child or step-child of that individual.
Paragraph 5: mirror syndicates
  20. Syndicates are mirror syndicates where the Names and their relative participation on each syndicate are identical.
Paragraph 6: distressed or run-off syndicates
  21. Consent can be given under this paragraph if an underwriter, not necessarily the active underwriter, becomes unable to act for a syndicate. For instance, the inability to act of a deputy writing a specialist type of business may require that a suitable specialist from another syndicate be engaged to write for both syndicates.
  22. It must be emphasized that consents for distressed syndicates are intended to allow a temporary arrangement to be adopted until the agent makes longer term plans. Thus, the maximum period for which consent can be given is six months, by which time the managing agent would normally be expected to make alternative arrangements. If a managing agent is not able to make alternative arrangements within the period of the initial consent, further consent may be sought under sub-paragraph 3.
  23. In considering applications for either distressed or run-off syndicates, the Council will normally take into account whether and the extent to which any financial advantage is likely to accrue to the underwriter or managing agent concerned, or to any person connected with either of them, as a result of the arrangements proposed.
Paragraph 7: power to grant consent in other cases
  24. It is envisaged that consents under this paragraph will be granted only in exceptional cases. Managing agents will be expected to make a strong case to the Council for employing an underwriter to underwrite for more than one syndicate in circumstances other than those allowed for in paragraphs 4, 5 and 6 of the byelaw.
  25. The Council will pay particular attention to the basis on which the managing agent or managing agents propose that insurance business be allocated between the syndicates concerned. When approval is given the managing agent should be able to show and explain how the basis has been followed.
  26. For any multiple syndicate arrangement to be permitted under this paragraph it will be necessary for the managing agent to satisfy the Council that there were adequate safeguards in respect of the following:
	(i)	Financial incentives (other than those relating to syndicate participation);
	(ii)	Financial incentives relating to syndicate participation;
	(iii)	The disclosures that have been made or are to be made to Names.
  27. Financial incentives (other than those relating to syndicate participation): the Council will wish to be satisfied that the arrangements ensured that no significant financial advantage would accrue to the underwriter or managing agent concerned by the allocation of insurance business to one syndicate rather than the other. Particular attention will be paid to profit related remuneration (of the underwriter and/or managing agent) and where syndicates are managed by different managing agents, interests in shares of the agents (including options or similar rights).
  28. Financial incentives relating to syndicate participation: the applicant will need to demonstrate to the Council that the syndicate participations of the staff and of the underwriter in respect of whom consent is sought are not out of line with the relative sizes of the syndicates. It is recognised that valid reasons may exist for different proportionate participation. For example, it might be appropriate for individuals connected with a managing agency to have relatively high participations to show confidence in the early years of a new syndicate operating in a largely untested (possibly high risk) market. The onus will be on the managing agent to justify to the Council syndicate shares which differ significantly in proportionate terms between the syndicates under consideration. Regard will also be had to the deviation of such individuals’ shares from the “standard” shares applicable to these syndicates.
  29. In the context of this paragraph, “insurance business” includes any participation in any risk.
Paragraph 8: formation of new additional syndicates having common underwriters
  30. This paragraph governs the allocation of capacity where consent is granted under paragraph 7 to the establishment of a new multiple syndicate.
  31. Sub-para. (2) requires the managing agent to follow certain procedures regarding the allocation of capacity, “so far as is reasonably practicable”. The managing agent will need to demonstrate that it has complied with the requirements as far as is reasonably practicable, and will need to satisfy the Council in the light of the following:
	(a)	the number of relevant members’ agents;
	(b)	the number of members of the existing syndicate for whom any relevant members’ agent acts and the size of their shares, whether individually or in aggregate, in the existing syndicate;
	(c)	the size of the standard share in the existing syndicate or in the new syndicate;
	(d)	the cost to the managing agent of acting as managing agent for a member of the new syndicate.
  32. Initially, capacity on the new syndicate can only be offered, via the members’ agents, to Names who are members of the existing syndicate. It will be a matter of judgement for each members’ agent whether it offers capacity to all, some or none of its Names who are on the existing syndicate; this judgement will be influenced by the size of the new syndicate, the minimum share, the balance of the Names’ portfolios, the Names’ spare capacity, etc.
  33. Once the initial allocation is arranged, sub-paragraph (4) allows managing agents to offer any capacity not taken up to any members’ agents (and members’ agents in turn to any Names).
Paragraph 9: other cases—prior disclosure
  34. This paragraph sets out the disclosure requirements to Names where a new multiple syndicate is to be established under paragraph 7. It should be noted that 30 June is normally the latest date by which disclosure must be given to Names; this will enable Names who are members of the existing syndicate to have time to consider whether they should resign from the syndicate by the deadline date of 31 August. The Council is therefore unlikely to grant extensions to the notification date of 30 June. It should also be noted that agents will need to have their application details fully developed well before 30 June, as these details will form the disclosure which is to be made to Names.
Paragraph 14: revocation of consent
  35. To enable the Council to monitor compliance with any conditions of consent, managing agents will be required to make disclosures to Lloyd’s in the annual “shuttle document” return.
Section 5—reinsurance arrangements
  36. It should be noted that paragraphs 17 and 18 apply to all situations where a managing agent (together with any associated managing agents) manages more than one syndicate, whether or not there are any underwriters in common.
Paragraph 22: commencement and transitional provisions
  37. The byelaw comes into effect on 11 May 1989; any new arrangements which commence after that date will need to comply with the byelaw. Arrangements in place on 11 May 1989 will be allowed to continue as regards the positions held by the underwriter concerned i.e. it will not be necessary for applications under the byelaw to be made during the transitional period if the arrangements remain unchanged but a different underwriter is appointed.
  The Council of Lloyd’s in exercise of its power under section 6(2) of Lloyd’s Act 1982 by special resolution hereby makes the following byelaw.
Part A—Preliminary
1. Interpretation
  The provisions of Schedule 1 to this byelaw (interpretation) shall have effect.
2. Duties of agents and misconduct
  This byelaw shall not be taken as derogating from:
	(a)	any duty or liability of a managing agent or an underwriter under any rule of law or equity; or
	(b)	any provision of the byelaw entitled “Misconduct, Penalties and Sanctions” (No. 5 of 1983), and in particular, in relation to the selection of one syndicate as against another, the prohibition of any conduct which is improper.
Part B—Restrictions Applying to the Management of Multiple Syndicates
3. Restriction on acting as underwriter for multiple syndicates
  (1) No individual shall act as underwriter for more than one syndicate concurrently except where the Council has granted him consent under part C of this byelaw.
  (2) No managing agent shall permit an individual employed by it to act as underwriter for more than one syndicate concurrently except where the Council has granted it consent under part C of this byelaw.
  (3) Sub-paragraphs (1) and (2) apply whether or not the syndicates concerned are managed by the same managing agent.
  (4) An individual shall not for the purposes of this byelaw be regarded as acting as underwriter for a syndicate by reason only that:
	(a)	he is named or otherwise designated in a line slip as having authority to accept risks on behalf of a syndicate named in that line slip;
	(b)	he has authority to act on behalf of a consortium of syndicates;
	[(b)	he has authority to act on behalf of a consortium where the participating syndicates are not all managed by the same managing agent or by associated managing agents;]
NOTE
	(c)	he is named or otherwise designated in a limited binding authority as having authority to accept risks on behalf of a syndicate named in that limited binding authority; or
	(d)	in relation to the insurance of a particular risk subscribed by him he is authorised by other underwriters subscribing that insurance to vary at his discretion the terms of such insurance, whether by extension of period, by alteration of scope of cover or of interest insured, by addition of further assureds or otherwise.
  [(5) The provisions of Schedule 2 shall have effect in relation to consortia.]
NOTE
Part C—Permission to Act As Underwriter For
Multiple Syndicates
4. Business allocated in predetermined proportions
  (1) The Council may, on the application of the managing agent of each syndicate concerned, grant consent that an individual act as underwriter for two or more syndicates concurrently on condition that, save in the case of a resinsurance to close of any of those syndicates [or of arrangements referred to in paragraph 19(2A) of this byelaw]:
	(a)	no risk shall be accepted on behalf of any of those syndicates unless it is accepted also on behalf of all of the others; and
	(b)	the proportions in which every risk is to be allocated among the syndicates concerned for any year of account shall be determined at or before the beginning of that year of account and shall not subsequently be varied without the consent of the Council.
NOTE
  (2) In any case where the syndicates concerned are managed by the same managing agent or by associated managing agents, the Council shall in deciding whether to grant permission under sub-paragraph (1) have regard to the following matters:
	(a)	the proportions in which it is proposed that risks be allocated among the syndicates concerned and, where such proportions are other than those of the respective syndicate allocated capacities, the reason for such inequality;
	(b)	the proposals for disclosure of the arrangements in relation to which permission is sought to members of any of the syndicates concerned and to persons who are invited to become members of any of the syndicates concerned; and
	(c)	any other matters which in the opinion of the Council should be taken into account.
5. Mirror syndicates
  (1) The Council may, on the application of the managing agent of each syndicate concerned, grant consent that an individual act as underwriter for two or more syndicates concurrently on condition that the syndicates concerned shall consist exclusively of the same members and that the apportionment among those members of the risks underwritten by each syndicate shall be the same for each syndicate.
  (2) In deciding whether to grant consent under sub-paragraph (1) the Council shall have regard to the following matters:
	(a)	the manner in which and the extent in which any financial advantage is likely to accrue to the underwriter or to the managing agent concerned, or to any person connected with either of them, as a result of the arrangements proposed, including but not limited to any financial advantage arising by way of profit-related remuneration (whether salary, bonus, profit commission or other remuneration); and
	(b)	any other matters which in the opinion of the Council should be taken into account.
6. Distressed or run-off syndicates
  (1) The Council may, on the application of the managing agent of each syndicate concerned, grant consent that an individual who acts as underwriter for a syndicate shall act concurrently as underwriter for another syndicate if it is necessary or expedient in the interests of the members of that other syndicate for him to do so:
	(a)	where any underwriter of that other syndicate has died or become indisposed or has been suspended from transacting insurance business at Lloyd’s or has for any other reason become unable or unwilling to act as underwriter for that other syndicate; or
	(b)	for the purpose of winding up the business of that other syndicate.
  (2) In deciding whether to grant consent under sub-paragraph (1) the Council shall have regard to the following matters:
	(a)	the basis on which it is proposed that insurance business be allocated among the syndicates concerned; and
	(b)	any other matters which in the opinion of the Council should be taken into account.
  (3) The Council shall not grant consent under paragraph (1)(a) (distressed syndicate) for a period exceeding six months but may, on the application of the managing agent of each syndicate concerned, renew the grant of consent for such further period not exceeding six months and subject to such conditions as it thinks appropriate; and the grant of consent may be renewed under this sub-paragraph more than once.
7. Power to grant consent in other cases
  (1) Subject to sub-paragraphs (2) to (5) of this paragraph and to paragraphs 8 and 9, if in circumstances not falling within paragraphs 4, 5 or 6 it is satisfied that there is good reason to do so the Council may on the application of the managing agent of each syndicate concerned consent that an individual act as underwriter for two or more syndicates concurrently.
  (2) In deciding whether to grant consent under sub-paragraph (1) the Council shall have regard to the basis on which the managing agent concerned proposes that insurance business be allocated between the syndicates concerned.
  (3) The Council shall not grant consent under sub-paragraph (1) unless it is satisfied that no significant financial advantage will accrue to the underwriter or managing agent concerned (or to any person connected with either of them) as a result of his accepting any insurance business on behalf of one of the syndicates concerned rather than another, including but not limited to any financial advantage arising:
	(a)	by way of profit-related remuneration (whether salary, bonus, profit commission or other remuneration);
	(b)	where the syndicates concerned are managed by different managing agents, by virtue of any interests in shares in any of those managing agents or, where any such managing agent is a partnership, any interests in that partnership; or
	(c)	by virtue of his share as a member of any of the syndicates concerned in the profits thereof.
  (4) The Council shall not grant consent under sub-paragraph (1) unless the proportion borne by the staff allocated capacity to the syndicate allocated capacity is not significantly different as between the syndicates to which the consent relates or the Council is satisfied that there is good reason why those proportions should be significantly different.
  (5) In this paragraph:
	(a)	“staff allocated capacity” means the aggregate of the member’s syndicate premium limits of all of the members of a syndicate who are shareholders, directors or employees of or partners in the managing agent of that syndicate (or any associated managing agent in relation to which the permission is granted) or who are related to any such individuals; and
	(b)	an individual is to be regarded as “related to” another individual and that other as “related to” him if he is:
	(i)	the spouse, or
	(ii)	a child or step-child of that individual.
8. Other cases: new syndicates
  (1) Where:
	(a)	the Council grants consent under paragraph 7 that an individual who acts as underwriter for a syndicate (the “existing syndicate”) shall act as underwriter for another syndicate; and
	(b)	those syndicates are to be managed by the same managing agent or by associated managing agents; and
	(c)	save to the extent that risks may be accepted on behalf of provisional insurers, that other syndicate (the “new syndicate”) will not begin to carry on insurance business until the year of account in relation to which permission is granted,
the managing agent of the new syndicate shall allocate participation in the new syndicate for its first year of account among the persons and in the manner provided in sub-paragraphs (2)[, (2A)] and (3) [[, save that the provisions of this sub-paragraph shall not apply where the new syndicate is a captive syndicate which derives the totality of its premium income from underwriting group company insurance business]].
NOTE
  (2) Where sub-paragraph (1) applies the managing agent of the new syndicate shall before 1st July next before the first year of account of the new syndicate and so far as is reasonably practicable [—
	(a)	offer to each corporate member of the existing syndicate a share in the risks to be underwritten on behalf of the new syndicate during the first year of account of that syndicate proportionate to the share of that corporate member in risks underwritten on behalf of the existing syndicate shown in the most recent syndicate constitution submitted to the Society; and
	(b)]	invite each relevant members’ agent to allocate in its discretion among those members of the existing syndicate for whom that members’ agent acts as such in respect of the existing syndicate shares in the risks to be underwritten on behalf of the new syndicate during the first year of account of that syndicate the aggregate of which is proportionate to the aggregate of the shares of those members in risks underwritten on behalf of the existing syndicate shown in the most recent syndicate constitution submitted to the Society [. . . ].
NOTE
  [(2A). Where sub-paragraph (1) applies, the managing agent shall admit as members of the new syndicate for its first year of account—
	(a)	each corporate member to whom an offer has been made in accordance with sub-paragraph (2)(a) and for so much of the share offered to that corporate member in the risks to be underwritten as that corporate member has accepted; and
	(b)	each member of the existing syndicate to whom an allocation has been made by a relevant members’ agent in response to an invitation made in accordance with sub-paragraph 2(b) and for the share in the risks to be underwritten so allocated.]
NOTE
  (3) Where sub-paragraph (1) applies and
	[(a)	any share offered to a corporate member in accordance with sub-paragraph (2)(a) has not been accepted or has not been accepted in full; or
	(b)	any share available for allocation by a relevant members’ agent has not been allocated or has not been allocated in full;
the managing agent which is to manage the new syndicate may make such arrangements as it thinks fit for the allocation of any share or part share which has not been accepted or allocated (as the case may be).]
NOTE
  (4) In this paragraph “relevant members’ agent” means, in relation to an existing syndicate, a members’ agent which acts as a members’ agent for any member of that syndicate in respect of that syndicate.
9. Other cases: prior disclosure
  (1) Where a managing agent applies to the Council for consent under paragraph 7 it shall disclose in a written statement at the times and to the persons specified in sub-paragraph (3) the matters specified in sub-paragraph (4).
 (2) The Council may from time to time prescribe the form and content of the written statement required by sub-paragraph (1) to be made.
  (3) The managing agent or agents concerned shall make the written disclosure required by sub-paragraph (1):
	(a)	to every member of any of the relevant syndicates, and to his members’ agent […]; and
	(b)	to every person who is invited to become a member of any of the relevant syndicates (not being already such a member) or of any new syndicate, and to his members’ agent […],
before whichever is the earliest of the date on which application is made for consent and 1st July next before the first year of account in relation to which that application is made, except that where the Council is satisfied that it is not reasonably practicable for the managing agent concerned adequately to disclose by that date [. . .] one or more of the matters specified in sub-paragraph (4) that managing agent shall make such disclosure of that matter or those matters so soon thereafter as is reasonably practicable.
NOTE
  (4) The matters which are required by sub-paragraph (1) to be disclosed in a written statement are:
	(a)	particulars of any consent for which that managing agent intends to apply under this byelaw in relation to any relevant syndicate or any new syndicate (including the grounds on which such consent is to be applied for);
	(b)	the Lloyd’s syndicate number of each of the relevant syndicates;
	(c)	the current syndicate allocated capacity of and the number of underwriting members in each of the relevant syndicates;
	(d)	the intended or estimated approximate prospective syndicate allocated capacity for the first year of account in relation to which application for consent is made or to be made of each of the relevant syndicates and of any new syndicate;
	(e)	the class or classes of insurance business in respect of which each of the relevant syndicates is currently registered in the register of underwriting agents maintained under the Underwriting Agents Byelaw (No. 4 of 1984, 101) and a description of the categories of insurance business which the managing agent intends should be underwritten on behalf of each of the relevant syndicates or of any new syndicates during the first year of account in relation to which application for consent is made or to be made;
	(f)	the managing agent of each relevant syndicate and of any new syndicate;
	(g)	the participation of each director of, or partner in, or underwriter acting on behalf of each such managing agent and of any person connected with such persons:
	(i)	in any such managing agent, whether by way of any directorship, partnership, contract of employment, or interest in the managing agent; or
	(ii)	as a member of any relevant syndicate or any new syndicate;
	(h)	the policy which the managing agent or managing agents intend to adopt as to the allocation of insurance business among the relevant syndicates and any new syndicates; and
	(i)	the policy which the managing agent or managing agents of the relevant syndicates and any new syndicates intend to adopt:
	(i)	as to the reinsurance of any two or more of those syndicates under the same contract of reinsurance; and
	(ii)	as to the reinsurance by one or more of those syndicates of any other of those syndicates.
  (5) In this paragraph:
“new syndicate” means a prospective syndicate in relation to which an application for consent under paragraph 7 is made or to be made and which will not begin to carry on insurance business until the first year of account to which that application relates, save to the extent that risks may be accepted on behalf of provisional insurers; and
“relevant syndicate” means a syndicate in relation to which an application for consent under paragraph 7 is made or to be made and which is carrying on insurance business during the year of account next before the year of account to which that application relates.
  (6) Every written statement of disclosure required by this paragraph shall contain the confirmation by two named directors or partners acting on behalf of the directors of, or partners in, the managing agent issuing the statement that all information required by this paragraph to be included in the statement is so included.
Part D—General Provisions About Consent
10. Consent in respect of individuals
  The Council may grant consent under part C either in respect of a named individual or, in relation to any specified managing agent, in respect of a class of individuals.
11. Joint applications by managing agents
  The Council shall not grant consent under part C [or part E] in relation to any group of two or more syndicates unless the application for consent is made jointly by all of the managing agents of the respective syndicates.
NOTE
12. Duration of consent
  The Council may grant consent under paragraphs 4, 5, 6(1)(b) [,7 or 17] for a specific period or for an indefinite period.
NOTE
13. Conditions
  The Council may in granting any consent under this byelaw impose such conditions as it thinks fit, whether applying to the managing agent or the individual concerned or both, and may from time to time during the currency of any consent vary or revoke any condition or impose additional conditions.
14. Revocation of consent
  (1) The Council may at any time revoke wholly or in part any consent granted under part C [or part E]:
	(a)	if any of the persons to whom it is granted fails or ceases to comply with any condition imposed in connection with that consent or with any provision of this byelaw; or
	(b)	if any circumstance regarded by the Council as material to its decision to grant consent changes during the currency of the consent.
NOTE
  (2) Where the Council has granted consent for an indefinite period it may at any time by written notice revoke that permission wholly or in part but, without prejudice to sub-paragraph (1) or any other power conferred on the Council or Committee by Lloyd’s Act 1982 or any byelaw or regulation made thereunder, such revocation shall not be expressed to take effect on a date sooner than two years thereafter or otherwise than 31 December.
  (3) [This sub-paragraph amended the Underwriting Agents Byelaw (No. 4 of 1984, 303).]
15. Notice of revocation of consent or condition, etc.
  (1) Where the Council proposes to revoke any consent granted under part C [or part E] or to vary any condition or to impose any additional condition the Council shall give to the managing agent and the individual concerned notice in writing of the Council’s intention specifying the reasons why the Council proposes to act and, before taking any action under paragraph 13 or 14, the Council shall take into account any representations made by or on behalf of that managing agent or individual within the period of 14 days beginning with the date of the service of the notice.
NOTE
  (2) After taking account of any representations made by a managing agent or an individual under sub-paragraph (1) the Council shall decide whether to:
	(a)	take the course of action originally proposed;
	(b)	take no further action; or
	(c)	take some other course of action open to it under any byelaw or regulation for the time being in force,
and shall notify the managing agent or the underwriter, as the case requires, of its decision.
16. Rights of appeal
  [. . .]
NOTE
Part E—Reinsurance Arrangements
17. Reinsurance arrangements generally
  [Subject to paragraph 18(3),] every managing agent shall ensure that:
	(a)	the reinsurance programme for each syndicate managed by it is effected having regard to the best interests of the members of that syndicate;
	(b)	reinsurance premiums for each syndicate managed by it are charged to it and paid out of funds held, controlled or managed in respect of insurance business carried on by the members of that syndicate as members thereof; and
	(c)	recoveries under any syndicate reinsurance effected for the benefit of any syndicate managed by it are credited only to that syndicate.
NOTE
18. Shared reinsurance arrangements
  [(1) Subject to [sub-paragraphs (2) and (3)], a managing agent shall not permit any syndicate managed by it to be reinsured under the same contract as another syndicate managed by it or by an associated managing agent unless:
NOTE
	(a)	the premium, or the proportion of premium, chargeable to each such syndicate is commensurate with the protection afforded by the contract to that syndicate having regard to the premium, or the proportion thereof, chargeable to every other such syndicate and the protection afforded thereto;
	(b)	the amount which a syndicate is entitled to recover under the contract cannot be reduced by reason of recoveries made by another syndicate reinsured under the contract; and
	(c)	the limit, the rate, any deductible or excess, the terms and the conditions applicable in respect of each syndicate are clearly set out on the slip.
  (2) Where:
	(a)	a managing agent manages two or more syndicates which consist exclusively of the same members among whom the apportionment of risks underwritten by each syndicate is the same for each syndicate;
	(b)	that managing agent in accordance with [paragraph 3(3) of Schedule 1 to the Syndicate Accounting Byelaw (No. 18 of 1994, 326)] groups those syndicates together and treats them as a single syndicate for the purposes of that byelaw; and
	(c)	the profit-related remuneration of that managing agent, its employees and, as the case may be, its directors or partners to be charged to a member as a member of any of those syndicates is calculated by reference to the aggregate of the profit or loss of all those syndicates,
those syndicates shall be treated for the purposes of sub-paragraph (1) as a single syndicate.]
NOTE
  [(3) Without prejudice to the application of paragraph 17(a), where a syndicate permanently ceases to accept insurance business (other than variations or extensions of risks previously underwritten, or reinsurance to close an earlier year of account of the syndicate) the managing agent may, if the Council consents, arrange for that syndicate to be reinsured under the same contract as another syndicate managed by that managing agent, or by an associated managing agent, which is to continue to accept such insurance business, notwithstanding that in doing so the managing agent may fail to comply with paragraph 17(b) or (c) or with sub-paragraph (1) of this paragraph.]
NOTE
19. Inter-syndicate reinsurances
  (1) [Subject to sub-paragraphs (1A), (2) and (2A) below], a managing agent shall not permit a syndicate managed by it to reinsure or be reinsured by another syndicate managed by it or an associated managing agent unless:
	(a)	the managing agent of each syndicate is satisfied on reasonable grounds that the reinsurance is in the interests of all of the members of its respective syndicate;
NOTE
	(b)	the reinsurance is on terms which are fair and reasonable as respects both the reinsured syndicate and the reinsuring syndicate;
	(c)	the reinsurance is of a category normally underwritten on behalf of the reinsuring syndicate and is of a category which would normally be procured for the benefit of the reinsured syndicate in respect of the insurance business reinsured;
	(d)	the reinsuring syndicate is not the leading syndicate on the slip and no underwriter acting on its behalf takes any part in the negotiation of rates, wordings (or any alteration or extension thereof) or claims in relation to the reinsurance; and
	(e)	the reinsuring syndicate underwrites not more than 25% of the amount of the reinsurance cover or of any layer thereof.
  [(1A) Sub-paragraphs (1)(d) and (e) shall not apply to the renewal of a contract at the commencement of which one syndicate agrees to reinsure another syndicate which is not managed by the same managing agent or a managing agent associated therewith but where both those syndicates become managed by the same managing agent or by managing agents associated with each other before the date of renewal; provided that the Council approves the terms of the new contract prior to the date of its commencement.]
NOTE
  (2) Sub-paragraph (1)(c), (d) and (e) shall not apply in respect of reinsurance to close.
  [(2A) In any case where:
	(a)	the same individual is permitted under paragraph 4 to act as underwriter for two or more syndicates managed by the same managing agent, one of which consists only of a single corporate member (the “single member syndicate”) and the other or others of which include individual members (each a “parallel syndicate”); and
	(b)	some but not all of the members of any of the parallel syndicates, being authorised under the law of a particular state, province or territory to accept risks in that state, province or territory, accept risks which neither the other members of that syndicate nor the single member syndicate are so authorised to accept and reinsure such risks with such other members of that syndicate;
sub-paragraph (1)(d) and (e) shall not apply to any quota share reinsurance between the single member syndicate and the parallel syndicate whereby the single member syndicate reinsures such proportion of the risks so accepted by the authorised members of that parallel syndicate as it would otherwise have borne if such risks had instead been allocated as between the single member syndicate and the parallel syndicate in accordance with paragraph 4(1)(b).]
NOTE
  (3) Where a reinsurance to which [sub-paragraphs (1) or (1A)] applies is effected the managing agent (or each managing agent, as the case may be,) shall make and retain proper records of all material terms thereof for not less than the period for which a prudent underwriting agent in the position of that managing agent would consider it necessary to fulfil its obligations to the members of that syndicate or persons who were at any material time members of that syndicate.
NOTE
Part F—Miscellaneous and Supplemental
20. Provision of information to managing agents
  (1) A managing agent shall take all reasonably practicable steps to obtain from all its directors, partners, employees, underwriters acting on its behalf and persons owning an interest in that managing agent all such information as may be necessary to enable it to comply with this byelaw.
  (2) Every director or employee of or partner in a managing agent and every underwriter acting on its behalf shall supply to that managing agent all such information pertaining to himself and persons connected with him as may be necessary to enable that managing agent to comply with this byelaw.
  (3) No person shall be taken to be in breach of this byelaw if, having made all due enquiries, he had, at the time of an alleged breach of this byelaw, no knowledge of the circumstances which, but for the provisions of this sub-paragraph, would have rendered him so in breach.
21. Revocation
  Subject to paragraph 22(2), the Multiple Syndicates Byelaw (No. 7 of 1985) is revoked.
22. Commencement and transitional provisions
  (1) This byelaw shall come into force on 11 May 1989.
  (2) Paragraphs 3 and 21 shall not apply until 1 January 1991 as respects any two or more syndicates for which the same individual was acting as underwriter on 11 May 1989.
[Schedule 1]. Interpretation
NOTE
  1. In this byelaw, unless the context otherwise requires:
[“captive syndicate” has the meaning given in the Schedule to the Membership Byelaw (No. 17 of 1993, 111);]
NOTE
“consortium” means a group of underwriters and, as the case may be, insurance companies who have agreed that in respect of a specific class of insurance business certain named or otherwise designated underwriters or insurance companies within that group may accept risks on behalf of all members of the group in accordance with the terms of the agreement between them;
“limited binding authority” has the meaning given in the Schedule to the Binding Authorities Byelaw (No. 4 of 1985);
“line slip” means an agreement between a group of underwriters and, as the case may be, insurance companies and a Lloyd’s broker whereby in respect of a specific class of insurance business certain named or otherwise designated underwriters or insurance companies within the group may accept risks introduced by that Lloyd’s broker on behalf of all of the members of the group in accordance with the terms of the agreement;
“managing agent” means an underwriting agent which is listed as a managing agent on the register of underwriting agents maintained under the Underwriting Agents Byelaw (No. 4 of 1984, 101);
“member of a syndicate” means an underwriting member underwriting insurance business as a member of a syndicate at Lloyd’s;
“members’ agent” means an underwriting agent which is listed as a members’ agent on the register of underwriting agents maintained under the Underwriting Agents Byelaw (No. 4 of 1984, 101);
[“member’s syndicate premium limit” has the meaning given in paragraph 16(c)(ii) of the Membership Byelaw (No. 9 of 1984);]
NOTE
“provisional insurer” has the meaning given in clause 8.2 of standard managing agents’ agreement set out in Schedule 3 to the Agency Agreements Byelaw (No. 8 of 1988, 310);
“reinsurance to close” has the meaning given in Schedule 1 to the Syndicate Accounting Byelaw (No. [18 of 1994, 326]);
NOTE
“staff allocated capacity” has the meaning given in paragraph 7(5) of the byelaw;
[“syndicate” means an underwriting member or group of underwriting members of Lloyd’s underwriting insurance business at Lloyd’s through the agency of a Lloyd’s underwriting agent to which member or group a particular syndicate number is assigned by the Council;]
NOTE
“syndicate allocated capacity” means, in relation to a syndicate, the aggregate of the member’s syndicate premium limits of all of the members for the time being of the syndicate; and
“underwriter” means the person or persons at the underwriting box, or deemed by the Council to be at the underwriting box, with authority to accept risks on behalf of the members of a syndicate.
2. Construction of references to syndicates
  For the purposes of this byelaw the several groups of underwriting members to which in different years a particular syndicate number is assigned by or under the authority of the Council shall be treated as the same syndicate, notwithstanding that they may not comprise the same underwriting members with the same individual participations, and an underwriter shall not be regarded as acting for more than one syndicate concurrently by reason only that he accepts risks on behalf of provisional insurers.
3. Construction of references to managing agents
  (1) A managing agent is an “associated managing agent” in relation to another managing agent (and such other managing agent is an “associated managing agent” in relation to it) for the purposes of this byelaw if:
	(a)	that managing agent is a related company of the other managing agent; or
	(b)	any of the following persons:
	(i)	that managing agent; or
	(ii)	any director of or partner in that managing agent; or
	(iii)	any related company of that managing agent; or
	(iv)	any director of such related company; or
	(v)	any person who controls that managing agent;
controls the other managing agent.
  (2) For the purposes of sub-paragraph (1):
	(a)	a person controls a body corporate if, either alone or with any associate or associates, he is entitled to exercise or control the exercise of, one third or more of the voting power at any general meeting of the body corporate or another body corporate of which it is a subsidiary; and
	(b)	a person controls a partnership if:
	(i)	the partners are accustomed to act in accordance with instructions or directions given by him, either alone or with those of any associate or associates (other than by reason only that they act on advice given in a professional capacity); or
	(ii)	either alone, or with any associate or associates, he is entitled to exercise, or control the exercise of, one-third or more of the voting power at any meeting of the partners.
  (3) In sub-paragraph (2) “associate” in relation to any person, means that person’s spouse or minor child or step-child, any body corporate of which that person is a director, any person who is an employee or partner of that person and, if that person is a body corporate, any subsidiary of that body corporate and any employee of any such subsidiary.
4. Interests
  For the purposes of this byelaw:
	(a)	a person owns an interest in a company if:
	(i)	he has a beneficial interest in any of the stock, shares or other securities of such company; or
	(ii)	he has a right to call for delivery to himself or to his order of any of the stock, shares or other securities of such company where on exercise of that right he would acquire a beneficial interest therein; or
	(iii)	he is a party to a contract for the purchase by him of any of the stock, shares or other securities of such company where on the performance of such contract he would acquire a beneficial interest therein; and
	(b)	a person owns an interest in a partnership if he is beneficially entitled to participate in a partnership share or in any profits or assets of such partnership or is entitled to exercise a vote on a resolution of such partnership.
5. Connected persons
  For the purposes of this byelaw:
	(a)	a person is connected with an individual if that person:
	(i)	is the individual’s spouse, dependant, minor child or minor stepchild;
	(ii)	stands to the individual in any other relationship or has with the individual any other connection (whether or not similar to one specified in sub-paragraph (i)) such that, in considering whether or not any financial advantage is likely to accrue to that individual as a result of any proposed arrangements, his interests cannot reasonably be regarded as independent of those of that person; or
	(iii)	is a person acting in his capacity as the trustee of any trust (not being a trust the objects of which are exclusively charitable) the objects of which include the individual or any person specified in sub-paragraphs (i) or (ii); and
	(b)	a person is connected with a managing agent if he is a director of, or partner in, or underwriter acting on behalf of that managing agent or owns any interest in that managing agent or is a person connected with any such individual.
[Schedule 2. Consortia
1. Application of parts B to D and F of byelaw
  An underwriter authorised to accept risks on behalf of a consortium consisting exclusively of underwriters acting on behalf of syndicates all managed by the same managing agent or by associated managing agents shall be treated for the purposes of this byelaw as acting as underwriter for more than one syndicate concurrently; and parts B to D and F of the byelaw shall apply accordingly.
NOTE
2. Written authority of consortium underwriter
  The authority of any underwriter or insurance company to accept risks on behalf of a consortium including more than one underwriter shall be contained in or evidenced by a written document specifying the classes or descriptions of insurance business to be accepted.
NOTE
3. [This paragraph amended byelaw No. 9 of 1990, 314.].]
NOTE
312. Run-Off Years of Account Byelaw No. 17 of 1989, 6 December 1989
COMMENCEMENT
  This byelaw commences on 31 December 1989.
AMENDMENT
  This byelaw was amended by
Run-off Years of Account (Amendment) Byelaw (No. 3 of 1992)
Underwriting Agents (Amendment No. 7) Byelaw (No. 7 of 1993)
Corporate Members (Consequential Amendments) Byelaw (No. 20 of 1993)
Syndicate Accounting Byelaw (No. 18 of 1994)
Appeal Tribunal Byelaw (No. 18 of 1995)
Run-Off Years of Account (Amendment No. 2) Byelaw (No. 16 of 1998)
Captive Corporate Members Byelaw (No. 19 of 1998)
Underwriting Agents (Amendment No. 16) Byelaw (No. 15 of 1999).
REVOCATION
  This byelaw was revoked on 2 February 2000 by byelaw No. 1 of 2000.
313. Insurance Intermediaries Byelaw
 No. 8 of 1990, 4 July 1990

COMMENCEMENT
  This byelaw commenced on 4 October 1990.
AMENDMENTS
  This byelaw was amended by
Insurance Intermediaries (Amendment) Byelaw (No. 11 of 1991)
Captive Corporate Members Byelaw (No. 19 of 1998)
Lloyd’s Asia Byelaw (No. 17 of 1999)
Intermediary Amendment Byelaw (No. 10 of 2000)
Amendment Byelaw (No. 9 of 2001).
EXPLANATORY NOTE
  (This note is not part of the byelaw.)
  This byelaw permits an underwriting member in the course of his underwriting business at Lloyd’s to accept personal lines business or commercial motor business (as defined in the byelaw) by two separate methods other than those traditional methods in which such business is accepted from or through a Lloyd’s broker.
  The first of these supplementary routes into Lloyd’s is in effect an extension of the existing direct motor arrangements to personal lines business. Syndicates may accept personal lines business or commercial motor business directly from a non-Lloyd’s intermediary if by agreement in writing (in terms prescribed by the Committee) a Lloyd’s broker agrees both:—
	(a)	to procure the performance by the non-Lloyd’s intermediary of its contractual obligations to assureds in respect of the servicing of the business accepted by the syndicate from the non-Lloyd’s intermediary and
	(b)	to indemnify the members of that syndicate against non-payment of non-exempt premium income (as defined in the byelaw) due to them in respect of such business.
  The second supplementary route into Lloyd’s permitted by the byelaw is where personal lines business or commercial motor business is accepted through a related Lloyd’s entity (as defined in the byelaw) acting on behalf of the syndicate concerned.
  The byelaw provides that an underwriting member may accept personal lines business through a related Lloyd’s entity directly from any proposer acting on his own behalf (ie. not from an intermediary) without any requirement for a guaranteeing Lloyd’s broker provided there is no delegation of the underwriting authority by the related Lloyd’s entity. For personal lines business to be accepted via this route, there is a prohibition on any form of commission or other remuneration being paid to any person (other than the related Lloyd’s entity concerned or its employees) for arranging the contracts of insurance in relation to such business.
  Syndicates may only accept commercial motor business through a related Lloyd’s entity directly from any proposer acting on his own behalf if by agreement in writing (in terms prescribed by the Committee) a Lloyd’s broker agrees to indemnify the members of the syndicate against the non-payment of non-exempt premium income due to them in respect of that business.
  The Committee of Lloyd’s is empowered to make such regulations as it may from time to time consider necessary or desirable for regulating any aspect of the acceptance of personal lines business or commercial motor business from a non-Lloyd’s intermediary or through a related Lloyd’s entity and for regulating ancillary matters. Any personal lines business or commercial motor business accepted from a non-Lloyds intermediary or through a related Lloyd’s entity must be conducted in accordance with the provisions of any such regulation.
The Council of Lloyd’s in exercise of its powers under sections 6(2) and 8(3) of, and under paragraph (19) of Schedule 2 to, Lloyd’s Act 1982 by special resolution hereby makes the following byelaw.
Part A—Introductory
1. Interpretation
  The provisions of Schedule 1 to this byelaw (Interpretation) shall have effect.
Part B—Acceptance of Business from a Non-Lloyd’s Intermediary
2. Acceptance of business directly from non-Lloyd’s intermediary
  Subject to any regulations made under paragraph 6, an underwriting member may in the course of his underwriting business at Lloyd’s accept from a non-Lloyd’s intermediary:
	(a)	personal lines business; [. . .]
	[(b)	commercial life business; and
	(c)	commercial motor business;]
NOTE
otherwise than from or through a Lloyd’s broker where [:
	(i)	the non-Lloyd’s intermediary is a member of the General Insurance Standards Council;
	(ii)	the managing agent accepting business on his behalf has obtained the prior written permission of the Council to accept business from the non-Lloyd’s intermediary; or
	(iii)	as at 2 July 2000 there was in force between the managing agent accepting business on his behalf and a Lloyd’s broker a guarantee in respect of the non-Lloyd’s intermediary which complied as at that date with the Insurance Intermediaries Regulation (No. 3 of 1990, 339).]
NOTE
3. Guarantee by a Lloyd’s broker
  […]
NOTE
Part C—Acceptance of business through related Lloyd’s entity
4. Acceptance of business through related Lloyd’s entity
  (1) Subject to sub-paragraphs (2) […] and to any regulations made under paragraph 6, an underwriting member may in the course of his underwriting business at Lloyd’s accept through a related Lloyd’s entity directly from any proposer acting on his own behalf;
	(a)	personal lines business; and
	(b)	commercial motor business;
otherwise than from or through a Lloyd’s broker [[…]].
  (2) Sub-paragraph (1) shall not apply to any personal lines business where any person (other than a related Lloyd’s entity or the employees of a related Lloyd’s entity) has been given or will be given, whether directly or indirectly and by whomsoever given, any commission or other remuneration, howsoever calculated or paid, for arranging the contracts of insurance between the members of the syndicate and the proposer in relation to that business.
  (3) […]
NOTE
  [4A. An underwriting member may in the course of his underwriting business at Lloyd’s accept through a related Lloyd’s entity incorporated in the Republic of Singapore (either from a non-Lloyd’s intermediary or directly from any proposer, and otherwise than from a Lloyd’s broker) any insurance business constituting “Singapore policies” or “offshore policies” (as respectively defined in the Insurance Act (Cap 142) of the Republic of Singapore).]
NOTE
5. Indemnity by a Lloyd’s broker
  […]
NOTE
Part D—Supplemental
6. Power of [Council] [ . . . ] to make regulations
  The [Council] may from time to time make such regulations as it may consider necessary or desirable:
	(a)	for regulating the acceptance of [qualifying insurance business:]
	(i)	from a non-Lloyd’s intermediary; or
	(ii)	through a related Lloyd’s entity from any proposer acting on his own behalf;
		otherwise than from or through a Lloyd’s broker and for regulating the conduct of any such business and ancillary matters in relation thereto;
NOTE
	(b)	[for specifying the circumstances in which the Council will give its permission pursuant to paragraph 2(ii);]
NOTE
	(c)	[…]
NOTE
	(d)	for facilitating the operation and enforcement of this byelaw.
7. Revocation of byelaw
  Byelaw No. 12 of 1983 (Direct Motor Business) is revoked.
8. Commencement
  This byelaw shall come into force on 4th October 1990.
Schedule 1. Interpretation
  1. In this byelaw, unless the context otherwise requires:—
[“commercial life business” means life business which is not personal lines business;]
NOTE
“commercial motor business” means motor business which is not personal lines business;
[…]
NOTE
“insurance documents” means policies of insurance, certificates of insurance, temporary cover notes and other documentary evidence of contracts of insurance;
[“life business” means risks which are the subject matter of contracts of insurance on human life of the nature referred to in Classes I to VII of Schedule 1 and, if written as ancillary to a risk referred to in Schedule 1, Classes I and II of Schedule 2 to the Insurance Companies Act 1982, subject to such restrictions or limitations as are from time to time prescribed by the Council or the Committee on the type of such insurance business that an underwriting member may accept in the course of his underwriting business at Lloyd’s;]

NOTE
“Lloyd’s broker” means a body corporate or partnership which is:
	(a)	a Lloyd’s broker within the meaning of the Schedule to the Lloyd’s Brokers Byelaw (No. 5 of 1988, 106); or
	(b)	an existing Lloyd’s broker within the meaning of the Schedule to the Lloyd’s Brokers Byelaw (No. 5 of 1988, 106);
“managing agent” means:
	(a)	an underwriting agent which is listed as a managing agent on the register of underwriting agents maintained under the Underwriting Agents Byelaw (No. 4 of 1984, 101); or
	(b)	a person appointed by the Council to act as a managing agent for an underwriting member of Lloyd’s under the Substitute Agents Byelaw (No. 20 of 1983, 300);
“member of a syndicate” means an underwriting member underwriting insurance business as a member of a syndicate at Lloyd’s;
“motor business” means insurance business of any one or more of the following classes;
	(a)	risks of bodily injury to or the death of the person insured while driving or travelling as a passenger (which expression shall include a person getting into, onto, out of or off a motor vehicle) in or on a motor vehicle;
	(b)	risks of loss of or damage to property or of bodily injury to or the death of any party caused by, or arising out of, the use of motor vehicles including third-party risks and carrier’s liability;
	(c)	risks of loss of or damage to—
	(i)	vehicles used on land, including motor vehicles but excluding railway rolling stock or
	(ii)	such vehicles as are referred to in sub-paragraph (c)(i) while in the course of transportation by land, rail, air, sea or inland waterway;
	(d)	risks of loss of or damage to merchandise, baggage and all other goods in transit by motor vehicle or trailer; or
	(e)	risks of loss arising out of or in connection with the mechanical or electrical breakdown or failure of a motor vehicle, or any part thereof, under which insurance the purchaser of the motor vehicle is the assured;
[…]
NOTE
[ . . . ]
NOTE
“personal lines business” means insurance business of any nature in relation to which the assured has an insurable interest which satisfies both of the following requirements:
	(a)	the assured must be an individual (which expression shall exclude any body whether corporate or unincorporate or any other legal person not being a natural person); and
	(b)	the assured in concluding the contract of insurance must be acting:
	(i)	on his own behalf and (where appropriate) in his private capacity; or
	(ii)	on behalf of any member of his family ordinarily residing in his household; or
	(iii)	in furtherance of a business (other than the underwriting business of an underwriting member of Lloyd’s) carried on by him as a sole trader;
[“qualifying insurance business” means:
	(a)	in the case of insurance business accepted from a non-Lloyd’s intermediary:
	(i)	personal lines business;
	(ii)	commercial life business; and
	(iii)	commercial motor business; and
	(b)	in the case of insurance business accepted through a related Lloyd’s entity:
	(i)	personal lines business; and
	(ii)	commercial motor business;]
NOTE
“related Lloyd’s entity” means a body corporate:
	(a)	whose main business consists of:
	(i)	underwriting insurances on behalf of members of one or more syndicates at Lloyd’s; or
	(ii)	both underwriting insurances on behalf of members of one or more syndicates at Lloyd’s and the provision of services in respect of insurance business (other than the broking of such business) underwritten on behalf of members of one or more syndicates at Lloyd’s; and
	(b)	in relation to which there is for the time being a valid subsisting consent granted by the Council under paragraph 2 of the Related Parties Byelaw (No. 2 of 1986);
[“syndicate” means an underwriting member or group of underwriting members of Lloyd’s underwriting insurance business at Lloyd’s through the agency of a Lloyd’s underwriting agent to which member or group a particular syndicate number is assigned by the Council;]
NOTE
“temporary cover” means insurance for a temporary period evidenced by the issuing of a temporary cover note; and
“temporary cover note” means insurance documentation issued on behalf of the members of a syndicate at Lloyd’s evidencing the granting of temporary cover to an assured for a period not exceeding 60 days which satisfies the legislative requirements (if any) in relation to such insurance in force in the country in which such insurance is to operate.
[2. Construction of references to non-Lloyd’s intermediaries
  (1) For the purposes of this byelaw a non-Lloyd’s intermediary is a broker, agent or other person whether or not a body corporate or partnership (but not a Lloyd’s broker or a related Lloyd’s entity) which:
	(a)	arranges contracts of insurance as intermediary; and
	(b)	meets the requirements set out in either sub-paragraph (2) or (3) below.
  (2) In the case of personal lines business (other than life business) and commercial motor business, such broker, agent or other person must perform contractual obligations owed to assureds in respect of the handling and issue of one or more of:
	(a)	insurance documents;
	(b)	endorsements to insurance documents;
	(c)	renewal notices, advices and receipts; and
	(d)	claims made under contracts of insurance;
in the course of a business whether or not the provision of such services forms the main or an ancillary part of its business activities.
  (3) In the case of life business (whether personal lines business or commercial life business), such broker, agent or other person must be:
	(a)	authorised to carry on investment business by virtue of:
	(i)	being a member of a self-regulating organisation within the meaning of section 8 of the Financial Services Act 1986 in respect of which a recognition order has been made by the Secretary of State pursuant to section 10 of that Act; or
	(ii)	holding a certificate issued for the purpose by a recognised professional body in respect of which a recognition order has been made by the Secretary of State pursuant to section 18 of the Financial Services Act 1986; or
	(iii)	holding an authorisation granted by the Secretary of State under section 27 of the Financial Services Act 1986; or
	(b)	considered by the managing agent of the syndicate accepting the life business to be a fit and proper person to place such business at Lloyd’s.
  (4) For the purposes only of section 8(3) of Lloyd’s Act 1982, references to a non-Lloyd’s intermediary in paragraphs 2 and 3 of this byelaw shall include, in relation to life business only, any person acting as agent or intermediary on behalf of or in relation to that non-Lloyd’s intermediary.]
NOTE
314. Binding Authorities Byelaw No. 9 of 1990, 3 October 1990
COMMENCEMENT
  This byelaw commenced on 4 October 1990.
AMENDMENTS
  This byelaw was amended by
Multiple Syndicates (Amendment No. 2) Byelaw (No. 4 of 1991)
Insurance Intermediaries (Amendment) Byelaw (No. 11 of 1991)
Miscellaneous Administrative Provisions (Amendment No. 3) Byelaw (No. 2 of 1993)
Captive Corporate Members Byelaw (No. 19 of 1998)
Lloyd’s Policy Signing Office Byelaw (No. 11 of 2000)
Lloyd’s Brokers Byelaw (No. 17 of 2000).
EXPLANATORY NOTE
(This note is not part of the byelaw.)
  This byelaw consolidates the Binding Authorities Byelaw (No. 4 of 1985) and the Binding Authorities (Amendment) Byelaw (No. 1 of 1988). It also makes amendments consequent to the Insurance Intermediaries Byelaw (No. 8 of 1990) so that, among other things, certain binding authorities where the coverholder is a related Lloyd’s entity may be negotiated without the involvement of a Lloyd’s broker.
The Council of Lloyd’s in exercise of its powers under sections 6(2) and (6)(a)(i) and 8(3) of, and paragraph (41) of Schedule 2 to, Lloyd’s Act 1982 by special resolution hereby makes the following byelaw.
1. Interpretation
  The provisions of the Schedule to this byelaw shall have effect.
2. Acceptance of business under binding authorities
  (1) Subject to this byelaw, any regulation made under paragraph 4 and any other byelaw or regulation made under Lloyd’s Act 1982 for the time being in force, an underwriting member may, in the course of his underwriting business at Lloyd’s, accept business through a coverholder under a binding authority.
  (2) Subject to the terms of the binding authority and any byelaw and regulation mentioned in sub-paragraph (1), a coverholder may accept business on behalf of an underwriting member:
	(a)	from a broker or any other intermediary; or
	(b)	direct from an assured.
  (3) No underwriting member shall, in respect of a class or category of insurance business and a territory for which a coverholder is required to be approved as a correspondent [. . .] authorise a coverholder to accept such business on his behalf unless the coverholder is for the time being so approved.
NOTE
3. Requirements for binding authorities, etc.
  (1) Subject to sub-paragraph (2) and any regulation made under paragraph 4:
	(a)	all the terms of every binding authority shall be evidenced in writing; and
[…]
NOTE
4. Power of the [Council] to make regulations, etc.
  (1) The [Council] may from time to time make such regulations and issue such codes of practice as it may consider necessary or desirable:
	(a)	for regulating the requirements for, and the grant and operation of, binding authorities including, but not limited to, the establishment of a scheme or procedures for:
	(i)	the registration; and
	(ii)	the processing by LPSO or any other person of binding authorities;
	(b)	for prescribing and regulating terms which may or may not be included in binding authorities;
	(c)	for making recommendations about the grant and operation of binding authorities including, but not limited to, the making of recommendations as to what terms are or are not to be included in binding authorities; and
	(d)	for facilitating the operation and enforcement of this byelaw.
  (2) References in sub-paragraph (1) to “binding authorities” include any class or category thereof.
NOTE
5. Revocation and amendment of byelaws
  The following byelaws are revoked:
	(a)	Binding Authorities Byelaw (No. 4 of 1985); and
	(b)	Binding Authorities (Amendment) Byelaw (No. 1 of 1988).
6. Saving Provision
  Every binding authority which, immediately before this byelaw comes into force, complies with the byelaws mentioned in paragraph 5 shall be deemed to comply with this byelaw.
7. Commencement
  This byelaw shall come into force on 4 October 1990.
Schedule. Interpretation
1. Binding authorities
  (1) For the purposes of this byelaw “binding authority” has the meaning set out in this paragraph.
  (2) Subject to sub-paragraphs (3) and (4) “binding authority” means an agreement between an underwriter and a coverholder under which the coverholder may, in accordance with the terms thereof, accept risks on behalf of underwriting members whether or not the terms thereof also provide that:
	(i)	the coverholder may, without the specific prior approval of the underwriter, issue insurance documents evidencing that risks have been accepted on behalf of the underwriting members (whether or not the issue of such insurance documents is required by law); or
	(ii)	the insurance of risks accepted thereunder is subject to cancellation or will lapse unless confirmed by a leading underwriter within an agreed period after the date of issue of any insurance document of the type referred to in (i) above.
  (3) Unless the context otherwise requires, “binding authority” includes:
	(a)	a limited binding authority;
	(b)	a marine open cargo cover; and
	(c)	an agreement where the coverholder is not a Lloyd’s broker or a non-Lloyd’s intermediary or a related Lloyd’s entity and under which the authority of the coverholder is restricted to:
	(i)	the issuing of green cards on behalf of underwriting members; or
	(ii)	the granting of motor insurance in the form of covering notes in Form C as defined in the Motor Vehicles (Third Party Risks) Regulations 1972 (SI 1972 No. 1217).
  (4) Unless the context otherwise requires, “binding authority” does not include:
	(a)	a Lloyd’s broker’s marine line slip;
	[(b)	in relation to personal lines business, commercial motor business or such other classes or categories of insurance business as may be accepted under the Insurance Intermediaries Byelaw (No. 8 of 1990, 313), a binding authority where the coverholder is either a Lloyd’s broker or a non-Lloyd’s intermediary or a related Lloyd’s entity and the authority of the coverholder under the binding authority is restricted to granting temporary cover on behalf of underwriting members and issuing temporary cover notes in respect thereof;]
NOTE
	(c)	a line slip [; or]
NOTE
	[(d)	a consortium on behalf of which only underwriters, and not insurance companies, are authorised to accept risks.]
NOTE
  (5) References to a binding authority include any amendment thereto or renewal thereof.
2. General Interpretation
  (1) Unless the context otherwise requires:
“commercial motor business” has the meaning given to it in the Insurance Intermediaries Byelaw (No. 8 of 1990, 313);
[“consortium” has the meaning given in Schedule 1 to the Multiple Syndicates Byelaw (No. 5 of 1989, 311).]
NOTE
“correspondent” has the meaning given to it in the Approval of Correspondents Regulation (No. 4 of 1990);
“coverholder” means a person authorised under an agreement of the types referred to in paragraph 1(2), (3) and (4)(b) of this Schedule to accept, or to issue insurance documents evidencing the acceptance of, risks on behalf of underwriting members and, unless the context otherwise requires, includes a delegate of such a person;
“delegate” means a person to whom a coverholder has delegated, whether in whole or part, the power to accept, or to issue insurance documents evidencing the acceptance of, risks on behalf of underwriting members but excludes a person:
	(a)	who is not a non-Lloyd’s intermediary;
	(b)	whose principal business is the provision of goods and services other than insurance;
	(c)	who has no discretion as to rate of premium or the terms or conditions on which insurance business is accepted; and
	(d)	whose principal functions under the terms of the delegation are:
	(i)	to issue preprinted certificates of insurance on behalf of the coverholder; and
	(ii)	to remit premiums to the coverholder;
“green card” means an insurance card as defined in the Motor Vehicles (International Motor Insurance Card) Regulations 1971 (SI 1971 No. 792);
“insurance documents” means policies of insurance, certificates of insurance, temporary cover notes and other documentary evidence of contracts of insurance;
“leading underwriter” means the underwriter whose syndicate appears before the syndicate of any other underwriter on a slip;
“limited binding authority” means an agreement between an underwriter and a coverholder under which the coverholder may issue insurance documents evidencing that a risk has been accepted on behalf of underwriting members only if the risk concerned has been offered to the leading underwriter and been accepted (and rated if appropriate) by the leading underwriter as provided on the slip;
“line slip” means an agreement between a group of underwriters and, as the case may be, insurance companies and a Lloyd’s broker whereby in respect of a specific class of insurance business certain named or otherwise designated underwriters within the group may accept risks introduced by that Lloyd’s broker on behalf of all of the members of the group in accordance with the terms of the agreement;
“Lloyd’s broker” means a body corporate or partnership which is a Lloyd’s broker or an existing Lloyd’s broker within the meaning of the Schedule to the Lloyd’s Brokers Byelaw (No. 5 of 1988, 106);
“Lloyd’s broker’s marine line slip” means an agreement between a group of underwriters and, as the case may be, insurance companies and a Lloyd’s broker whereby, in respect of marine business, certain named or otherwise designated underwriters within the group may, on behalf of all of the members of the group, accept risks introduced by the Lloyd’s broker in accordance with the terms of the agreement and the Lloyd’s broker is authorised to issue Lloyd’s certificates evidencing that risks have been accepted on behalf of underwriting members within the group when such risks have been accepted (and rated if appropriate) by the leading underwriter, or by each leading underwriter if more than one, as provided on the slip;
“Lloyd’s certificate” means a certificate in a form approved from time to time by the Committee which evidences the acceptance of marine risks on behalf of underwriting members;
[…];
NOTE
“managing agent” means:
	(a)	an underwriting agent which is listed as a managing agent on the register of underwriting agents maintained under the Underwriting Agents Byelaw (No. 4 of 1984, 101); or
	(b)	a person appointed by the Council to act as a managing agent for an underwriting member of Lloyd’s under the Substitute Agents Byelaw (No. 20 of 1983, 300);
“marine open cargo cover” means a binding authority;
	(a)	where the coverholder is either a merchant, manufacturer, freight forwarder or shipping agent; and
	(b)	under which the coverholder may accept marine cargo insurance risks on behalf of underwriting members;
“motor business” has the meaning given to it in the Insurance Intermediaries Byelaw (No. 8 of 1990, 313);
“personal lines business” has the meaning given to it in the Insurance Intermediaries Byelaw (No. 8 of 1990, 313);
“related Lloyd’s entity” has the meaning given to it in the Insurance Intermediaries Byelaw (No. 8 of 1990, 313);
[“syndicate” means an underwriting member or group of underwriting members of Lloyd’s underwriting insurance business at Lloyd’s through the agency of a Lloyd’s underwriting agent to which member or group a particular syndicate number is assigned by the Council;]
NOTE
“temporary cover” and “temporary cover note” have the meanings given to them respectively in the Insurance Intermediaries Byelaw (No. 8 of 1990, 313); and
“underwriter” means the person or persons at the underwriting box, or deemed by the Committee to be at the underwriting box, with authority to accept risks on behalf of the underwriting members of a syndicate.
  (2) In this byelaw, “insurance” includes reinsurance.
315. Run–Off Accounts
(Intermediaries) Byelaw No. 10 of 1991, 5 June 1991
COMMENCEMENT
  This byelaw commenced on 6 June 1991.
AMENDMENT
  This byelaw was amended by
Syndicate Accounting Byelaw (No. 18 of 1994).
EXPLANATORY NOTE
(This note is not part of the byelaw.)
  Section 8(3) of Lloyd’s Act 1982 contains inter alia a requirement that in the course of his underwriting business at Lloyd’s an underwriting member shall place business only through a Lloyd’s broker. However, the Council of Lloyd’s is empowered by that section to specify other persons besides Lloyd’s brokers as permitted intermediaries. In relation to the placing of reinsurance contracts with Centrewrite Limited, a subsidiary of the Society established to make reinsurance available to underwriting members participating on run–off syndicates, this byelaw specifies the managing agent of the syndicate concerned as a permitted intermediary, as an alternative to a Lloyd’s broker.
The Council of Lloyd’s in exercise of its powers under section 8(3) of Lloyd’s Act 1982 by special resolution hereby makes the following byelaw.
1. Interpretation
  In this byelaw, “specified business” means any business comprising policies of reinsurance entered into or to be entered into by Centrewrite Limited (“the Company”), a subsidiary of the Society in respect of liabilities of underwriting members allocated to run–off accounts as defined in Schedule 1 to the Syndicate Accounting Byelaw (No. [18 of 1994, 326]).
NOTE
2. Specification of intermediaries
  An underwriting member shall in the course of his underwriting business at Lloyd’s place specified business with the Company only through a Lloyd’s broker or the managing agent of the syndicate having the run–off account to which the specified business relates.
3. Commencement
  This byelaw shall come into force on 6 June 1991.
316. Members’ Agents (Australia)
Byelaw No. 14 of 1992, 7 October 1992
COMMENCEMENT
  This byelaw commenced on 8 October 1992.
AMENDMENTS
  This byelaw was amended by
    Corporate Members (Consequential Amendments) Byelaw (No. 20 of 1993)
    Members’ Agents (Australia) (Amendment) Byelaw (No. 12 of 1999)
    Underwriting Agents (Amendment No. 16) Byelaw (No. 15 of 1999).
EXPLANATORY NOTE
  (This note is not part of the byelaw.)
  This byelaw imposes new requirements on members’ agents’ conduct in relation to the recruitment and retention of members of the Society who are residents of Australia.
Unsolicited calls
Paragraph 2 of the byelaw provides that no members’ agent may issue an invitation to subscribe for membership of Lloyd’s to any person in Australia, whether such person is resident there or not, in consequence of an unsolicited call. This prohibition on unsolicited calls applies equally to calls made in person or over the telephone.
Syndicate lists—signing on behalf of Names
A members’ agent must not sign a syndicate list on behalf of an Australian Name, unless he has first sent it to that Name and has received a written acknowledgement that it has been received by that Name.
Members’ agents—reports
On 2nd October 1992 the Australian Securities Commission (“the ASC”) sealed an instrument granting the Society, members’ agents and managing agents unconditional exemption from the fundraising provisions of the Australian Corporations Law. The terms of that instrument required the Society to enter into an undertaking under which the Society agreed to file a certificate with the ASC annually stating that, having made diligent enquiries, no members’ agent (save any such agent named in the certificate) had contravened:
	(a)	the prohibition on unsolicited calls;
	(b)	the prohibition on signature of a syndicate list prior to acknowledgement of receipt of such a list by the relevant Name; or
	(c)	the requirement for the endorsement on a syndicate list of a statement referring to the non-applicability of the Australian Corporations Law to, inter alia, participation in syndicates.
  Paragraph 4 of the byelaw requires members’ agents, whether or not they act for or recruit, Australian resident Names, to provide the Society with a certificate in relation to each calendar year stating, in effect, whether they have contravened the prohibition on unsolicited calls, the prohibition on signature of syndicate lists on behalf of their Australian Names prior to acknowledgement of receipt, or the requirement for the endorsement on syndicate lists of a law and forum clause. Paragraph 5 of the byelaw empowers the Council to seek further information from a members’ agent which has filed a report under the byelaw.
  Paragraph 6 of the byelaw empowers the Council to prescribe the form and content of the reports and any further information to be supplied by members’ agents. Paragraph 6 also gives the Council power to specify the date by, and the Corporation department with, which the report and any further information should be filed.
  The information provided by members’ agents to the Society may be provided to the ASC.
The Council of Lloyd’s in exercise of its powers under section 6(2) of Lloyd’s Act 1982 by special resolution hereby makes the following byelaw.
1. Interpretation
The provisions of the Schedule to this byelaw (interpretation) shall have effect.
2. Unsolicited calls
No members’ agent shall in the course of, or in consequence of, an unsolicited call received within Australia issue, or cause to be issued, an invitation to any person to apply for membership of the Society.
[2A. Invitation documents
  Without prejudice to the requirements of paragraph 2, no members’ agent shall issue or cause to be issued an invitation to any person ordinarily resident in Australia to apply for membership of the Society unless in connection with such invitation the members’ agent has complied with the requirements of the Corporations Law of Australia as modified by the Australian Securities and Investment Commission class order 99/0629.]
NOTE
3. Syndicate lists—signing on behalf of Names
  (1) No members’ agent shall sign a syndicate list on behalf of an Australian Name under a power of attorney or otherwise unless the following conditions have been met:
	(a)	the members’ agent has sent a copy of the syndicate list to the Australian Name; and
	(b)	the members’ agent has received either:
	(i)	a copy of the syndicate list signed by the Australian Name; or
	(ii)	a letter, telex, telefax or similar written communication from the Australian Name acknowledging receipt of a copy of the syndicate list.
  (2) For the purposes of this byelaw, a power of attorney includes any such power whether contained in a standard members’ agent’s agreement or in any other instrument.
4. Members’ agents—reports
  [(1) Every members’ agent shall in each year prepare a report to enable the Society to provide a certificate in the terms attached to an undertaking given to the Australian Securities and Investments Commission by the Society and dated 24 May 1999.]
NOTE
  (2) The provisions of paragraph 6 shall apply in relation to every report prepared under sub-paragraph (1).
  (3) Without prejudice to the generality of paragraph 6, the report referred to in sub-paragraph (1) shall state:
	(a)	whether the members’ agent has issued, or caused to be issued, an invitation to any person to apply for membership of the Society in the course of, or in consequence of, an unsolicited call received within Australia;
	[(aa)	whether the members’ agent has issued or caused to be issued an invitation to any person ordinarily resident in Australia to apply for membership of the Society other than in compliance with the Australian Corporations Law as modified by the Australian Securities and Investments Commission class order 99/0629;]
NOTE
	(b)	whether the members’ agent has signed a syndicate list on behalf of an Australian Name in circumstances where any of the conditions set out in paragraph 3(1)(a) and (b) have not been met; and
	(c)	whether any syndicate list sent to an Australian Name by or on behalf of the members’ agent did not include a law and forum notice in a prominent position on the front page of such list.
5. Members’ agents—supply of information
  (1) A members’ agent shall supply the Council with such information as the Council may direct in respect of any report prepared by that members’ agent under paragraph 4.
  (2) The provisions of paragraph 6 shall apply in relation to information supplied to the Council under sub-paragraph (1).
6. Requirements—reports and information
  (1) The report referred to in paragraph 4(1) and the information referred to in paragraph 5(1):
	(a)	shall include such matters and be provided in such form as the Council may from time to time prescribe;
	(b)	shall be signed on behalf of the directors of, or partners in, the members’ agent by at least one director or partner; and
	(c)	shall be filed with the Society by such date as the Council may from time to time prescribe.
  (2) The contents of any report supplied to the Society under paragraph 4(1) or any information supplied to the Society under paragraph 5(1) may be disclosed to the Australian Securities [and Investments] Commission.
NOTE
7. Time Limits
  The Council may extend for such period and upon such conditions as it thinks fit any of the time limits specified in any conditions and requirements made pursuant to any provision of this byelaw.
8. Commencement
  This byelaw shall come into force on 8th October 1992.
Schedule. Interpretation
In this byelaw, unless the context otherwise requires:
“Australian Name” means either
	(a)	an Australian resident candidate; or
	(b)	an Australian resident member, as the case may be;
“Australian resident candidate” means a candidate ordinarily resident in Australia;
“Australian resident member” means a member of the Society who is ordinarily resident in Australia;
[“Australian Securities and Investments Commission” means the body established by the Australian Securities and Investments Commission Act of 1989 of the Commonwealth of Australia;]
NOTE
“candidate” has the meaning given in [the Schedule to the Membership Byelaw (No. 17 of 1993, 111)];
NOTE
[“corporate adviser” has the meaning given in the Underwriting Agents Byelaw (No. 4 of 1984, 101);]
NOTE
“law and forum notice” has the meaning given in paragraph 1 of the Agency Agreements Byelaw (No. 8 of 1988, 310);
[“members’ agent” means an underwriting agent, other than a corporate adviser, which is listed as a members’ agent on the register of Underwriting Agents Byelaw (No. 4 of 1984, 101);]
NOTE
“standard members’ agent’s agreement” has the meaning given in paragraph 1 of the Agency Agreements Byelaw (No. 8 of 1988, 310); 
“syndicate list” has the meaning given in paragraph 1 of the Agency Agreements Byelaw (No. 8 of 1988, 310); and
“unsolicited call” means a personal visit or oral communication over the telephone made by a members’ agent without express invitation.
317. Reinsurance to Close (Restriction) Byelaw No. 15 of 1993, 8 September 1993
COMMENCEMENT
  This byelaw commenced on 8 September 1993.
AMENDMENT
  This byelaw was amended by
    Syndicate Accounting Byelaw (No. 18 of 1994).
EXPLANATORY NOTE
(This note is not part of the byelaw.)
  This byelaw prohibits reinsurance to close contracts which include reinsurance liabilities for a year of account earlier than 1986 or which include pre-1986 liabilities which are passed to the reinsured members through a chain of intermediate reinsurances to close.
The Council of Lloyd’s in exercise of its powers under section 6(2) of Lloyd’s Act 1982 by special resolution hereby makes the following byelaw:
	1.	The provisions of the Schedule to this byelaw (interpretation) shall have effect.
	2.	No member of the Society or underwriting agent shall—
	(a)	enter into an excluded contract with a member of the Society (whether as principal or as an agent); 
	(b)	procure a member of the Society to enter into an excluded contract; or
	(c)	invite a member of the Society to enter into an excluded contract.
	3.	This byelaw shall come into force on 8 September 1993.
Schedule. Interpretation
In this byelaw—
“excluded contract” means any reinsurance to close which is underwritten by the reinsuring members as the members of a syndicate for a year of account later than 1993 and under which either—
	(a)	the reinsured members are reinsured as the members of a syndicate for a year of account earlier than 1986; or
	(b)	the liabilities reinsured include a liability in respect of an excluded liability to which the reinsured members are subject by virtue of one or more intermediate reinsurances to close (and not by virtue of any other intermediate contract of reinsurance allocated to a year of account later than 1985); 
“excluded liability” means any liability under a contract of insurance (whether direct insurance or reinsurance) underwritten at Lloyd’s and allocated to a year of account earlier than 1986; 
“reinsurance to close”, “reinsured members” and “reinsuring members” have the meanings given respectively in paragraph 1 of Schedule 1 to the Syndicate Accounting Byelaw (No. [18 of 1994, 326]).
NOTE
318. Membership, Central Fund and Subscriptions (Miscellaneous Provisions) Byelaw No. 16 of 1993, 8 September 1993
COMMENCEMENT
  This byelaw came into force on 8 September 1993.
AMENDMENTS
  This byelaw was amended by
Membership, Central Fund and Subscriptions (Miscellaneous Provisions (Amendment) Byelaw (No. 2 of 1996)
Annual and Extraordinary General Meetings Byelaw (No. 17 of 1996)
New Central Fund Byelaw (No. 23 of 1996)
Agency Agreements (Amendment No. 15) Byelaw (No. 10 of 1997)
Agency Agreements (Amendment No. 20) Byelaw (No. 6 of 1999).
EXPLANATORY NOTE
(This note is not part of the byelaw.)
  This byelaw authorises the Council to enter into agreements capping members’ subscriptions and contributions to Lloyd’s Central Fund. The byelaw provides that, where subscriptions or contributions to the Lloyd’s Central Fund have been capped, any increase must be approved by a majority of the members liable to pay the increased subscription or contribution at a general meeting held for the purpose. The byelaw makes provision for the holding and conduct of such meetings.
For the full text of this byelaw, see Part E, 514.
319. Membership Byelaw No. 17 of 1993, 8 September 1993
COMMENCEMENT
  This byelaw came into force on 8 September 1993.
AMENDMENTS
  This byelaw was amended by
Membership (Amendment) Byelaw (No. 24 of 1993)
Corporate Members (Miscellaneous Amendments) Byelaw (No. 29 of 1993)
Companies’ Accounts (Miscellaneous Amendments) Byelaw (No. 15 of 1994)
Syndicate Accounting Byelaw (No. 18 of 1994)
Membership (Amendment No. 2) Byelaw (No. 12 of 1995)
Membership (Amendment No. 3) Byelaw (No. 17 of 1995)
Appeal Tribunal Byelaw (No. 18 of 1995)
Membership (Amendment No. 3) Byelaw (No. 23 of 1995)
Individual Registration Byelaw (No. 13 of 1996)
New Central Fund Byelaw (No. 23 of 1996)
Membership (Amendment No. 5) Byelaw (No. 42 of 1996)
Agency Agreements (Amendment No. 15) Byelaw (No. 10 of 1997)
Membership (Amendment No. 6) Byelaw (No. 21 of 1997)
Membership (Amendment No. 7) Byelaw (No. 11 of 1998)
Membership, Council and Committee and Annual and Extraordinary General Meetings (Amendment) Byelaw (No. 15 of 1998)
Captive Corporate Members Byelaw (No. 19 of 1998)
Premiums Trust Fund and Regulating Trustee Byelaw (No. 22 of 1998)
Agency Agreements (Amendment No. 20) Byelaw (No. 6 of 1999)
Membership (Amendment) Byelaw (No. 8 of 1999)
Underwriting Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Membership (Amendment No. 9) Byelaw (No. 18 of 1999)
Intermediary Amendment Byelaw (No. 10 of 2000)
Lloyd’s Policy Signing Office Byelaw (No. 11 of 2000)
Annual Subscribers Byelaw (No. 15 of 2000)
Lloyd’s Brokers Byelaw (No. 17 of 2000).
EXPLANATORY NOTE
(This note is not part of the byelaw.)
  This byelaw amends and consolidates the provisions of the Membership Byelaw (No. 9 of 1984) as amended.
  It also makes provision for the admission to membership of the Society of corporate members and for such members to underwrite insurance business at Lloyd’s.
For the full text of this byelaw, see Part A, 111.
320. Lloyd’s Advisers Byelaw No. 19 of 1993, 8 September 1993
COMMENCEMENT
  This byelaw came into force on 8 September 1993.
AMENDMENTS
  This byelaw was amended by
Companies’ Accounts (Miscellaneous Amendments) Byelaw (No. 15 of 1994)
Appeal Tribunal Byelaw (No. 18 of 1995).
REVOCATION
  This byelaw was revoked by byelaw No. 15 of 1999.
EXPLANATORY NOTE
(This note is not part of the byelaw.)
  This byelaw provides for the registration of a body corporate or partnership as a Lloyd’s adviser and for the review, renewal and withdrawal of such registration.
  The Council may not grant registration under the byelaw unless satisfied that the applicant is fit and proper to be a Lloyd’s adviser.
  The byelaw empowers the Council to impose conditions and make requirements regarding Lloyd’s advisers’ financial resources, and makes provision regarding accounting records, accounts and other reports, audit and annual returns.
For the full text of this byelaw, see Part A, 112.
321. Pool Reinsurance Company
Limited (Intermediaries) Byelaw No. 23 of 1993, 8 September 1993
COMMENCEMENT
  This byelaw came into force on 9 September 1993.
EXPLANATORY NOTE
  (This note is not part of the byelaw)
This byelaw permits underwriting members, through their managing agent, to place reinsurance of UK terrorism risks with Pool Reinsurance Company Limited otherwise than through a Lloyd’s broker.
The Council of Lloyd’s in exercise of its powers under section 6(2) and section 8(3) of Lloyd’s Act 1982 by special resolution hereby makes the following byelaw.
1. Reinsurances effected with Pool Reinsurance Company Limited
  An underwriting member shall in the course of his underwriting business at Lloyd’s place reinsurance business with Pool Reinsurance Company Limited only through a Lloyd’s broker or through the managing agent of the syndicate through which he has underwritten or is to underwrite the insurance business so reinsured.
2. Commencement
  This byelaw shall come into force on 9 September 1993.
322. Members’ Agent Pooling
Arrangements Byelaw No. 30 of 1993, 8 December 1993
COMMENCEMENT
  This byelaw came into force on 8 December 1993.
AMENDMENT
  This byelaw was amended by:
Members’ Agent Pooling Arrangement (Amendment) Byelaw (No. 7 of 1995)
Underwriting Agents (Amendment No. 15) Byelaw (No. 14 of 1998)
Captive Corporate Members Byelaw (No. 19 of 1998)
Revocation of Certain Byelaws Byelaw (No. 13 of 1999).
REVOCATION
  This byelaw was revoked on 6 October 1999 by byelaw No. 16 of 1999.
EXPLANATORY NOTE
  (This note is not part of the byelaw)
	1.	This byelaw contains provisions in relation to the operation of members’ agent pooling arrangements (MAPAs).
	2.	Paragraph 2 of the byelaw enables the Council to prescribe conditions and requirements in relation to MAPAs.
	3.	Paragraph 3(1) of the byelaw provides for a limit to be placed on the percentage of the total MAPA capacity which may be allocated to any syndicate included in the MAPA. The maximum percentage may be prescribed by the Council.
	4.	Paragraph 4(1) of the byelaw provides that a minimum number of the syndicates included in a MAPA must have a minimum percentage of the total MAPA capacity allocated to them. The relevant minimum number of syndicates and the minimum percentage may be prescribed by the Council.
	5.	Paragraph 5(1) imposes a requirement that a majority of the directors/partners of the members’ agent, who are actively underwriting, must participate in each MAPA operated by that agent and any such director/partner so participating must have a minimum MAPA participation on each such MAPA of such amount as the Council may from time to time prescribe.
	6.	Paragraph 6(1) of the byelaw imposes a duty on every members’ agent to invite the active Names for whom it acts as such in any year of account to participate in any MAPA which the members’ agent proposes to operate during that year of account. The Council is given a dispensing power under paragraph 6(2) under which it can grant an exemption from this requirement on such terms and conditions as it sees fit.
323. Lloyd’s 1994 Claims Scheme
Byelaw No. 4 of 1994, 13 April 1994
COMMENCEMENT
  This byelaw comes into force on 1 July 1994.
AMENDMENT
  This byelaw was amended by
Lloyd’s 1994 Claims Scheme (Amendment) Byelaw (No. 16 of 1994).
Lloyd’s 1994 Claims Scheme (Amendment No. 2) Byelaw (No. 37 of 1996)
Captive Corporate Members Byelaw (No. 19 of 1998)
Lloyd’s 1994 Claims Scheme (Amendment) Byelaw (No. 7 of 1999)
Lloyd’s Policy Signing Office Byelaw (No. 11 of 2000)
Lloyd’s Brokers Byelaw (No. 17 of 2000).
EXPLANATORY NOTE
(This note is not part of the byelaw.)
  This byelaw replaces Lloyd’s 1991 Claims Scheme (Interim) Regulation (No. 6 of 1990) and gives effect to the Lloyd’s 1994 Claims Scheme.
  Under Part B of the byelaw, the Society (which will act through the Lloyd’s Claims Office) shall have authority to settle claims on behalf of each following syndicate (as defined in the Schedule) as though such authority had been delegated to it expressly. In relation to such types of claim as the Council may determine (“special category claims”) the Lloyd’s Claims Office (“LCO”) may not, without the consent of the following syndicate, depart from the course of action taken by the first two underwriters in slip order. This provision is primarily intended to cover certain types of liability claim. In relation to other types of claim the LCO may not, without the consent of the following syndicate, depart from the course of action taken by the first underwriter in slip order (paragraph 9). Paragraphs 7 and 10 make special provision where the first underwriter is underwriter only for a syndicate in run-off or has a conflict of interest. The authority conferred on the LCO by Part B of the byelaw does not extend to making ex gratia payments or special settlements (paragraph 12).
  The provisions of Part B apply to all claims except where a claims handling agreement provides for a more expeditious mode of settlement, but the Council is also given power to exempt such classes of claims as it thinks fit (paragraph 3). Further, underwriters may, by notice in writing, revoke the LCO’s claims settling authority in respect of claims relating to business allocated to the 1990 (or earlier) year of account.
  Paragraph 13 provides that the byelaw does not affect the rights of any assured or broker wishing to do so to negotiate directly with a following syndicate. The byelaw does not affect the right of any managing agent to delegate to the LCO more extensive authority than is conferred by the byelaw (paragraph 14).
The Council of Lloyd’s, in exercise of its power under section 6(2) of Lloyd’s Act 1982, by special resolution hereby makes the following byelaw.
Part A—Interpretation and Application
1. Interpretation
  The provisions of the Schedule to this byelaw shall have effect.
2. Application
  This byelaw shall apply in relation to every claim for an indemnity, and every claim in respect of any insured contingency, made by an insured under any contract of insurance, except:
	(a)	any claim to the extent that, in relation to that claim, the slip, or an endorsement agreed by every underwriter subscribing the slip, confers on the Society, an approved claims office, a single underwriter, insurance broker or other delegate claims settling authority on behalf of every syndicate subscribing the slip;
	(b)	any claim to the extent that a binding authority confers on a coverholder claims settling authority on behalf of every syndicate subscribing the binding authority;
	(c)	any type or types of claim prescribed by the Council (to the extent so prescribed) for the purposes of this paragraph, […]
	(d)	any claim made upon a contract of insurance allocated to the 1990 year of account or any earlier year, where a managing agent has, in writing, withdrawn authority from the Society to act on his behalf (which, for the avoidance of doubt, shall not affect the Society’s authority to act on behalf of other underwriters subscribing the slip who have not so withdrawn authority)
	(e)	any claim made in respect of a liability in respect of which Equitas Reinsurance Limited has assumed the Reinsurance Obligation as defined in the Equitas reinsurance contract][[; or
	(f)	any claim made upon a contract of insurance underwritten on behalf of a consortium, to the extent that claims settlement authority is expressly conferred on the Society, an approved claims office, a single underwriter, insurance broker or other delegate by written agreement between the consortium members;]]
NOTE
3. Special arrangements for special category claims
  (1) The Council shall for the purposes of this byelaw maintain a list of special categories of risk and may from time to time specify types of risk for inclusion therein or deletion therefrom.
  (2) A claim in respect of a risk of a category listed in the list maintained under sub-paragraph (1) shall be known as a “special category claim.”
  (3) In any case of doubt or dispute, the Council may determine conclusively whether or not a particular claim is a special category claim.
Part B—Lloyd’s Claims Office
4. Delegation of functions of managing agent
  (1) The Society shall have authority in accordance with the following provisions of this part of this byelaw to exercise such powers or discharge such duties of any managing agent in relation to the processing, settlement, payment, compromise, repudiation or litigation of any claim as are conferred or imposed upon that managing agent by the standard managing agent’s agreement or other express agency or sub agency agreement.
  (2) Where the Society exercises that authority, it shall do so on behalf of the managing agent, as though pursuant to an express delegation under paragraph 5(s) of the standard managing agent’s agreement.
  [(3) A managing agent may, by notice in writing, withdraw from the Society any authority conferred by this byelaw to pay claims due to a reinsured on behalf of any syndicate managed by that managing agent where:
	(a)	the reinsured has been adjudicated or declared bankrupt or insolvent or is in any related form of legal protection by the due process of law of his country of domicile (or its country of incorporation, as the case may be);
	(b)	the reinsured is an insurance company who:
	(i)	no longer accepts new or renewal business, and
	(ii)	no longer participates in central settlement systems of [[the International Underwriting Association of London]]; or
	(c)	the Council so consents.]
NOTE
5. Delegation of authority of following underwriters
  (1) Subject to this paragraph and to paragraphs 8 to 12, the Society shall have claims settling authority on behalf of each following syndicate.
  (2) Subject to paragraphs 8 to 12, the Society shall not have claims settling authority in any special category claim on behalf of any syndicate for which the second underwriter has subscribed the slip except where (and to the extent that) the second underwriter has expressly delegated such claims settling authority to the Society.
[…]
NOTE
6.  Multi-slip placings
  (1) For the purposes of this byelaw where, in relation to any risk or to any layer of coverage of a risk, two or more separate slips are subscribed on identical terms, those slips shall together be treated as a single slip and the first underwriters in slip order of those slips shall elect one of themselves to be treated as the first underwriter and, in relation to any such slips covering any risk included in the list maintained under paragraph 3(1) (special category claims), the first and second underwriters subscribing those slips shall also elect one of themselves to be treated as the second underwriter.
  (2) Where sub-paragraph (1) applies and an underwriter is elected as the first underwriter, every syndicate for which any other underwriter has subscribed any of the slips shall be treated for the purposes of this byelaw as a following syndicate in relation to each of those slips.
  (3) The identity of any underwriter elected as the first or second underwriter under sub-paragraph (1) shall be recorded on all of the slips.
7.  Composite and package policies
  (1) Where a single slip covers two or more types of risk the subscribing underwriters may in respect of any type of risk covered elect one of themselves to be treated for the purposes of this byelaw as the first underwriter (and, in the case of a type of risk specified in the list maintained under paragraph 3(1) (special category claims) one other to act as second underwriter) notwithstanding that an underwriter so elected is not the first (or, as the case may be, second) underwriter in slip order.
  (2) Where sub-paragraph (1) applies and in respect of a particular type of risk an underwriter is elected as the first underwriter, every syndicate for which any other underwriter has subscribed the slip shall be treated for the purposes of this byelaw as a following syndicate in relation to any claim in respect of that type of risk.
  [(3) The identity of any underwriter elected under subparagraph (1) as the first or second underwriter and the type of risk in relation to which he is so elected shall be recorded on the slip.]
NOTE
8.  Run-off syndicates
  (1) Subject to paragraphs 6 (multi-slip placings), 7 (composite and package policies) and sub-paragraph (5) below, where in relation to any claim:
	(a)	the first underwriter, or
	(b)	in the case of any special category claim, the first or second underwriter,
has subscribed the slip only on behalf of a syndicate which has subsequently become a run-off syndicate, that underwriter shall not act as the first underwriter (or second underwriter, as the case may be) and that syndicate shall be treated as a following syndicate for the purposes of this byelaw.
  (2) Where in relation to a special category claim the first underwriter has subscribed the slip only on behalf of syndicates which are to be treated as following syndicates by reason of sub-paragraph (1) above, the next eligible underwriter in slip order in relation to that claim may elect to be treated for the purposes of this byelaw as the first underwriter.
  (3) For the purposes of this byelaw a syndicate is a “run-off syndicate” in relation to a claim if it no longer accepts new or renewal business and either:
	(a)	its claims are not being handled by the managing agent who underwrote the contract of insurance upon which the claim arose, or
	(b)	its claims are still being handled by such managing agent, but that managing agent no longer accepts new business of the same type as the insurance upon which the claim arose.
  (4) An underwriter is an “eligible underwriter” for the purposes of this paragraph if:
	(a)	he is not the underwriter only of a run-off syndicate;
	(b)	his claims settling authority on behalf of any syndicate for which he has subscribed the slip need not, in respect of that claim, be delegated to the Society pursuant to paragraph 10 (conflicts of interest); […]
	(c)	he is in the opinion of the Council capable of adequately exercising claims settling authority in relation to the type of claim concerned [; and
	(d)	he has not expressly delegated claims settling authority to the Society.]
NOTE
  (5) The Council may to such extent and on such terms and for such period as it thinks fit, disapply sub-paragraph (1) in relation to any underwriter and syndicate [or in relation to any class or classes of underwriters or syndicates].
NOTE
  (6) Where paragraph 6 (multi-slip placings) applies, the sequence of eligible underwriters for the purposes of this paragraph shall be such as the first underwriters in slip order of the slips concerned shall agree or, in default of such agreement, such as the Council shall decide.
  (7) Where paragraph 7 (composite and package policies) applies, then, for the purposes of this paragraph, the sequence of eligible underwriters in relation to any claim in respect of each type of risk shall be such as the subscribing underwriters shall agree or, in default of such agreement, such as the Council shall decide.
9. Differences between the Society and leading underwriter
  Except where the slip or an endorsement agreed by every underwriter subscribing the slip otherwise provides, the Society’s authority under this byelaw shall not extend to taking any course of action on behalf of a following syndicate which is contrary to any course of action which the first underwriter (or, in relation to any special category claim, either the first or second underwriter) has decided to take in respect of that claim on behalf of any syndicate for which he has subscribed the slip.[…]
NOTE
11. Instruction of advisers etc.
  In relation to any claim the Society shall have authority to appoint for the purpose of obtaining expert advice any solicitor, attorney, adjuster, surveyor, or other expert adviser except where the first underwriter has decided either not to make such an appointment or to appoint some other person on behalf of the syndicates for which he has subscribed the slip.
12. Ex gratia payments and special settlements
  The Society’s claims settling authority on behalf of any following syndicate shall not, by reason only of this byelaw, include:
	(a)	authority to agree to make ex gratia payments; or
	(b)	authority to agree to pay a claim by the LPSO special settlement procedure.
Part C—Miscellaneous
13. Saving for rights of assureds and underwriting members
  (1) Nothing in this byelaw shall prevent any assured or any Lloyd’s broker from making representations to, negotiating with or otherwise dealing directly with the underwriter of any following syndicate in relation to any claim.
  (2) In exercising any claims settling authority conferred on it on behalf of any following syndicate, the Society shall have due regard to any opinion or preference expressed by the underwriter of that following syndicate.
14. Wider authority of the Society
  Nothing in this byelaw shall prevent any underwriter or managing agent of the syndicate conferring on the Society wider authority to act on behalf of that syndicate than that conferred by this byelaw.
15. Information
  (1) In relation to any claim the underwriter of any following syndicate shall be entitled, on a request made by the Society on his behalf, to inspect at any reasonable time any document retained by the Lloyd’s broker and relating to the claim which has been shown to the Society.
  (2) Where in relation to any claim:
	(a)	a single underwriter alone has claims settling authority on behalf of every syndicate subscribing a slip; and
	(b)	that single underwriter has delegated claims settling authority to the LCO in relation to such claim,
the Lloyd’s broker concerned shall forthwith give to the Society all such particulars of the claim as have been given to that underwriter.
16. Fees
  The Council may prescribe fees to be paid in respect of matters arising under or provided for or authorised by this byelaw.
Part D—Transitional Provisions, Revocations and Commencement
17. Transitional provisions
  Where and in so far as claims settling authority in relation to any claim made by an insured under any contract of insurance allocated to a year of account before 1991 has been delegated to an approved claims office, the authority of that approved claims office shall be vested in the Society.
18. Revocations
  Lloyd’s 1991 Claims Scheme (Interim) Regulation (No. 6 of 1990) is revoked.
19. Commencement
  This byelaw shall come into force on 1 July 1994.
Schedule. Interpretation
  1. In this regulation, unless the context otherwise requires:
“active underwriter” means the person at the underwriting box, or deemed by the Council to be at the underwriting box, with principal authority to accept risks on behalf of the members of a syndicate managed by a managing agent;
“approved claims office” means a claims handling office which was approved for the purposes of Lloyd’s 1991 Claims Scheme (Interim) Regulation (No. 6 of 1990);
“binding authority” means an agreement between an underwriter and a coverholder under which the coverholder may, in accordance with the terms thereof, accept risks on behalf of underwriting members;
“claims settling authority” means authority on behalf of the members of a syndicate to handle claims against them arising under, out of or in connection with any insurance underwritten by that syndicate, and claims in respect of which the syndicate has underwritten any reinsurance to close, including the processing, settlement, compromise, payment, repudiation and litigation thereof and all matters ancillary thereto;
[“consortium” has the meaning given in Schedule 1 to the Multiple Syndicates Byelaw (No. 5 of 1989, 311);]
NOTE
“coverholder” means a person authorised under a binding authority to accept risks on behalf of underwriting members, and includes a delegate of such a person;
[“Equitas reinsurance contract” means the reinsurance and run-off contract to be entered into by Equitas Reinsurance Limited, Additional Underwriting Agencies (No. 9) Limited (for itself and on behalf of the members of the Society for whom it is appointed to act as substitute agent), Lloyd’s, Equitas Limited and others pursuant to paragraph 4 of the Reconstruction and Renewal Byelaw (No. 22 of 1995, 519);]
NOTE
“following syndicate”, subject to paragraphs 6 and 7, means, in relation to any claim, any syndicate subscribing the slip other than a syndicate for which the first underwriter has subscribed it;
[…]
NOTE
[…]
NOTE
“managing agent” means:
	(a)	an underwriting agent which is listed as a managing agent on the register of underwriting agents maintained under the Underwriting Agents Byelaw (No. 4 of 1984, 101); or
	(b)	a person appointed by the Council to act as a managing agent for an underwriting member of Lloyd’s under the Substitute Agents Byelaw (No. 20 of 1983);
“run-off syndicate” has the meaning given in paragraph 8(3);
“special category claim” has the meaning given in paragraph 3;
“standard managing agent’s agreement” means either (as the case may be) a standard managing agent’s agreement (general) or a standard managing agent’s agreement (corporate member) as defined in paragraph 1 of the Agency Agreements Byelaw (No. 8 of 1988, 310) as amended;
[“syndicate” means an underwriting member or group of underwriting members of Lloyd’s underwriting insurance business at Lloyd’s through the agency of a Lloyd’s underwriting agent to which member or group a particular syndicate number is assigned by the Council;]
NOTE
2. Construction of references to underwriters and syndicates
  (1) In this byelaw, unless the context otherwise requires, any reference, in relation to a claim and a syndicate, to an underwriter of a syndicate includes a reference to any employee of the managing agent authorised by the active underwriter of that syndicate to exercise claims settling authority on behalf of the syndicate in relation to that claim; and any reference to anything done by or in relation to an underwriter of a syndicate accordingly includes, as the case may require, a reference to anything done by or in relation to any such employee.
  (2) Subject to paragraph 6 (multi-slip placings) and to paragraph 7 (composite and package policies), in this byelaw, in relation to any claim, “first underwriter” and “second underwriter” mean respectively the first and second underwriters subscribing the slip according to the order in which their subscriptions appear on it.
  (3) For the purposes of this byelaw the several groups of underwriting members to which in different years a particular syndicate number is assigned by or under the authority of the Council shall be treated as the same syndicate, notwithstanding that they may not comprise the same underwriting members with the same individual participations.
324. Syndicate Meetings Byelaw No. 11 of 1994, 7 December 1994
COMMENCEMENT
  This byelaw comes into force on 1 January 1995.
AMENDMENT
  This byelaw was amended by:
Syndicate Accounting Byelaw (No. 18 of 1994)
Syndicate Auditors (Miscellaneous Amendments) Byelaw (No. 10 of 1995)
Major Syndicate Transactions Byelaw (No. 18 of 1997)
Captive Corporate Members Byelaw (No. 19 of 1998)
Syndicate Meetings (Amendment No. 1) Byelaw (No. 18 of 2000).
EXPLANATORY NOTE
(This note is not part of the byelaw.)
  This byelaw makes provision for the calling and conduct of meetings of the members of syndicates. It requires managing agents to hold an annual general meeting for each syndicate managed by them (paragraph 2) and to hold general meetings whenever requisitioned by the members of those syndicates (paragraph 3).
  The byelaw also makes provision for the giving of notice of a general meeting (paragraph 4), voting at meetings (paragraph 6), attendance and voting by proxy (paragraph 7) and the exercise of rights by members’ agents who manage MAPAs (paragraph 8). Paragraph 5 makes general provision as to meetings; and includes a provision empowering the Council to prescribe conditions and requirements regarding the calling and conduct of meetings (paragraph 5(1) and Schedule 2).
The Council of Lloyd’s in exercise of its powers under section 6(2) of Lloyd’s Act 1982 by special resolution hereby makes the following byelaw.
Part A—Preliminary
1. Interpretation
  The provisions of Schedule 1 to this byelaw (interpretation) shall have effect.
Part B—Requirement to Hold Syndicate Meetings
[1A. Application
  This byelaw shall not apply to meetings required to be held under the Major Syndicate Transactions Byelaw (No. 18 of 1997, 332).]
NOTE
2. Annual General Meetings
  (1) [Subject to sub-paragraph (4) below, every] managing agent shall, in respect of each syndicate managed by it,
	(a)	hold a general meeting of the members of the syndicate as its annual general meeting in addition to any other meetings in any year; and
	(b)	specify the meeting as such in the notices calling it.
  (2) Managing agents shall hold such meetings not less than one but not more than four months after sending to members (or their members’ agents) copies of the annual reports prepared in respect of those syndicates.
  [(3) The Council may from time to time prescribe conditions and requirements compliance with which shall exempt a managing agent from the requirement to hold an annual general meeting of the members of a syndicate managed by it and allow it to appoint the syndicate’s recognised accountant on behalf of the syndicate otherwise than in accordance with paragraph 6 of the Audit Arrangements Byelaw (No. 7 of 1998, 342).
  (4) A managing agent need not hold an annual general meeting of the members of a syndicate if the managing agent has complied with such conditions and requirements with regard to that syndicate as the Council may have prescribed under sub-paragraph (3) above.]
NOTE
3. Extraordinary general meeting on members’ requisition
  (1) A managing agent shall, on receipt of a members’ requisition, forthwith proceed duly to convene an extraordinary meeting of any syndicate managed by it, to be held not less than one and not more than four months from the date of the deposit of the requisition.
  (2) For the purposes of this byelaw, a “members’ requisition” is a requisition of the relevant members of a syndicate whose members’ syndicate premium limits amount, in aggregate, to not less than one-fifth of the syndicate’s relevant capacity.
  (3) The requisition must state the objects of the meeting and must be signed by or on behalf of the requisitionists and deposited at the registered office of the managing agent, and may consist of several documents in like form each signed by or on behalf of one or more requisitionists.
  (4) If the managing agent does not within 21 days after the date of deposit of the requisition (or, where that requisition is contained in more than one document, the latest of those documents) proceed to convene a meeting, the requisitionists, or any of them representing at least one-half of the aggregate members syndicate premium limits of all of them, may themselves convene a meeting but any meeting so convened shall not be held after the expiration of three months after that date.
  (5) A meeting convened under this paragraph by requisitionists shall be convened, so far as is possible, in the same manner as that in which meetings are to be convened by managing agents.
  (6) Any expenses incurred by the requisitionists shall be borne by them.
Part C—Conduct of Meetings
4. Length of notice for calling meetings
  (1) Every annual general meeting and every other meeting called for the passing of a special resolution shall be called by at least 28 days’ notice in writing.
  (2) All other meetings shall be called by at least 21 days’ notice in writing.
5. General provisions as to meetings
  (1) The Council may from time to time prescribe conditions and requirements regarding the calling and conduct of meetings of the members of a syndicate (and in particular regarding the matters set out in Schedule 2 (conditions and requirements) to this byelaw).
  (2) Subject to any requirements to the contrary for the time being made by the Council, every member of a syndicate shall be entitled to attend any annual general meeting of that syndicate and any other meeting of that syndicate in respect of which he is a relevant member.
  [(2A) In relation to any syndicate, its syndicate auditor, appointed under (or pursuant to) paragraphs 8(a), 11(a), 11(b), 12(a) or 12(b) of the Syndicate Audit Arrangements Byelaw (No. 10 of 1984), shall be entitled:
	(a)	to attend the annual general meeting of that syndicate and any other general meeting at which business will be conducted which concerns him as auditor,
	(b)	to receive all notices, or other communications in relation to such meetings which members of the syndicate are entitled to receive, and
	(c)	shall be entitled to be heard at any such meeting on any part of the business of the meeting which concerns him as auditor.]
NOTE
  (3) A managing agent shall be deemed not to have duly convened a meeting:
	(a)	if it does not give due notice in accordance with paragraph 4; and
	(b)	in the case of any meeting other than an annual general meeting, if it convenes a meeting for a date more than 35 days after the date of the notice convening the meeting.
6. General provisions as to voting rights
  (1) All members of a syndicate for any year of account for the time being remaining open shall be entitled to vote on resolutions put to a general meeting.
  (2) Each member shall be entitled to cast one vote for every £10,000 of his member’s syndicate premium limit.
7. Proxies
  (1) Any member of a syndicate entitled to attend and vote at a general meeting of the relevant members of that syndicate is entitled to appoint any person (whether a member or not) as his proxy to attend and vote instead of him.
  (2) Every proxy appointed by a member to attend and vote at a general meeting shall have the same right as that member to speak at such meeting.
Part D—Members’ Agent Pooling Arrangements
8. Exercise of rights by members’ agents
  (1) Where members participate in a syndicate through a members’ agent pooling arrangement (“MAPA”) the members’ agent which manages that MAPA shall exercise all rights granted by this byelaw on behalf of the participants in that MAPA, as though that MAPA were an individual member.
  (2) No vote taken at any meeting held pursuant to the provisions of this byelaw shall be invalidated by reason only of a breach of duty, whether under byelaws made under Lloyd’s Acts 1871 to 1982, contractual or otherwise, or exceeding of authority by a members’ agent when voting on behalf of participants in a MAPA.
Part E—Consequential and Minor Amendments and Commencement
9. Amendments
  The amendment of the Syndicate Audit Arrangements Byelaw (No. 10 of 1984) in Schedule 3 to this byelaw shall have effect.
10. Commencement
  This byelaw shall come into force on 1 January 1995.
Schedule 1—Interpretation
  1. In this byelaw, unless the context otherwise requires:
“annual report” has the meaning given in the Syndicate Accounting Byelaw (No. [18 of 1994]);
NOTE
“members’ agent pooling arrangement” or “MAPA” has the meaning given to it in the Agency Agreements Byelaw (No. 8 of 1988, 310);
“member of a syndicate” means a member underwriting insurance business as a member of a syndicate at Lloyd’s;
“member’s syndicate premium limit” has the meaning given to it in the Syndicate Premium Income Byelaw (No. 6 of 1984, 201) except that, in the case of members participating in a syndicate through a MAPA, it means the syndicate MAPA capacity allocated to that syndicate by reason of such participation;
“members’ requisition” has the meaning given in paragraph 3(1) of this byelaw;
“relevant capacity” means the aggregate of the member’s syndicate premium limits of all the relevant members of the syndicate.
“relevant member” means: (i) in relation to a meeting, a member who, in accordance with the provisions of paragraph 6, will be entitled to cast a vote in any resolution which will be before that meeting; and (ii) in relation to an individual resolution, a member who will be so entitled to vote on that resolution;
“special resolution” means a resolution which: (a) has been passed by a majority of not less than three-fourths of the relevant capacity of such members as (being entitled to do so) vote in person or by proxy at a general meeting; and (b) not less than 28 days’ written notice of that meeting, specifying the intention to propose the resolution as a special resolution, has been duly given;
[“syndicate” means an underwriting member or group of underwriting members of Lloyd’s underwriting insurance business at Lloyd’s through the agency of a Lloyd’s underwriting agent to which member or group a particular syndicate number is assigned by the Council;]
NOTE
“syndicate allocated capacity” has the meaning given in the Syndicate Accounting Byelaw (No. [18 of 1994, 326]);
NOTE
“syndicate MAPA capacity” has the meaning given to it in the Members’ Agent Pooling Arrangements Byelaw (No. 30 of 1993, 322).
2. Construction of References to Syndicates
  In this byelaw and in any conditions and requirements prescribed under this byelaw, except where it is expressly otherwise provided, the several groups of underwriting members to which in different years a particular syndicate number is assigned shall be treated as the same syndicate, notwithstanding that they may not comprise the same underwriting members with the same individual participations.
Schedule 2—Conditions and Requirements
1. The Calling of Meetings
Council may from time to time make requirements concerning:
	(a)	the manner and form in which notice of any meeting shall be served;
	(b)	the attendance and voting at any meeting; and
	(c)	the manner in which votes shall be taken.
2. Resolutions
  The Council may require that certain matters must be put to a general meeting on a special resolution.
3. Further Provisions As to Requirements
  Without prejudice to the generality of the provisions of sub-paragraph 5(1), the Council:
	(a)	may impose requirements which are absolute or which are to vary from time to time by reference to such factors as are specified in or determined in accordance with such conditions and requirements;
	(b)	may make different provision for different cases or different classes of cases including but not limited to different provisions for members resident in different countries;
	(c)	may make provisions for notice of the holding of any meeting to be given to the members’ agents of members or otherwise;
	(d)	may make provision for copies of resolutions made at any meeting to be filed with the Society or with any of its officers; and
	(e)	may contain incidental, supplementary and transitional provisions.
Schedule 3
[Amends the Syndicate Audit Arrangements Byelaw (No. 10 of 1994).]
325. Notice of Proposed
Arrangements Byelaw No. 12 of 1994, 7 December 1994
COMMENCEMENT
  This byelaw comes into force on 1 January 1995.
AMENDMENT
  This byelaw was amended by
Syndicate Audit Arrangements Byelaw (No. 18 of 1994)
Major Syndicate Transactions Byelaw (No. 18 of 1997)
REVOCATION
  This byelaw was revoked on 4 August 1999 by byelaw No. 13 of 1999.
EXPLANATORY NOTE
(This note is not part of the byelaw.)
  This byelaw provides the underwriting members must be given notice of certain transactions or arrangements before they can occur. These transactions or arrangements are:
	(a)	the sale of a managing agent’s business (paragraph 2(1)),
	(b)	the cessation of a syndicate (paragraph 3),
	(c)	a syndicate merger (paragraph 4(1)) and
	(d)	the sale of a members’ agent’s business (paragraph 5).
  Paragraphs 2(2) and 4(2) provide that underwriting members shall be given an opportunity to terminate their standard managing agent’s agreements before any sale of a managing agent’s business or syndicate merger can take place.
326. Syndicate Accounting Byelaw
 No. 18 of 1994, 20 December 1994

COMMENCEMENT
  This byelaw comes into force on 1 January 1995.
AMENDMENTS
  This byelaw was amended by:
Syndicate Accounting (Amendment) Byelaw (No. 5 of 1995)
Syndicate Auditors (Miscellaneous Amendments) Byelaw (No. 10 of 1995)
Syndicate Accounting (Amendment No. 2) Byelaw (No. 20 of 1996)
New Central Fund Byelaw (No. 23 of 1996)
Syndicate Accounting (Amendment No. 3) Byelaw (No. 8 of 1997)
Syndicate Accounting (Amendment No. 4) Byelaw (No. 9 of 1997)
Loss Review (Revocation) Byelaw (No. 16 of 1997).
Syndicate Accounting (Amendment No. 5) Byelaw (No. 31 of 1997)
Syndicate Accounting (Amendment No. 6) Byelaw (No. 2 of 1998)
Syndicate Accounting (Amendment No. 7) Byelaw (No. 17 of 1998)
Syndicate Accounting(Amendment No. 8) Byelaw (No. 2 of 1999)
Run-Off Years of Account (Revocation) Byelaw (No. 1 of 2000)
Syndicate Accounting (Amendment No. 9) Byelaw
Syndicate Accounting (Amendment No. 10) Byelaw (No. 6 of 2001).
Arrangement of paragraphs
Paragraphs
PART A—PRELIMINARY
1.	Interpretation
2.	Closing of years of account
PART B—ACCOUNTING RECORDS ETC.
3.	Accounting records
4.	Procedures, records and information regarding disclosable interests
5.	Reinsurance rexsumex
6.	Statement of policy as to allocation of syndicate operating expenses
PART C—ANNUAL REPORTING
7.	Duties of managing agents with respect to reports and accounts
8.	Annual reports
9.	Personal accounts and syndicate MAPA accounts
10.	Form and content of annual reports and personal accounts
11.	Approval of annual reports
12.	Managing agent’s and underwriter’s reports
13.	Multiple syndicates statements
14.	Audit
15.	Documents to be attached to annual reports
16.	Distribution of annual reports, multiple syndicates statements and personal accounts
PART D—AVAILABILITY OF DOCUMENTS
17.	Inspection of annual reports and other documents
18.	Central file
PART E—FURTHER REPORTING
19.	Provision of quarterly figures to members’ agents
20.	Provision to Society of cash call statements
PART F—MISCELLANEOUS AND SUPPLEMENTARY
21.	Special provisions for run-off syndicates
22.	Powers to prescribe
23.	Time limits
24.	Revocations and amendments
25.	Commencement and application
26.	Transitional provisions
Schedules
1.	Interpretation
2.	Additional provisions about accounting records
3.	Fundamental principles and statements of accounting policies
4.	Additional provisions about form and content of annual reports
5.	Personal accounts
6.	Managing agent’s report
7.	Underwriter’s report
8.	Multiple syndicates statements
9.	Miscellaneous and consequential amendments
The Council of Lloyd’s in exercise of its powers under section 6(2) of, and paragraph (16) of Schedule 2 to, Lloyd’s Act 1982 by special resolution hereby makes the following byelaw.
Part A—Preliminary
1. Interpretation
  The provisions of Schedule 1 to this byelaw (interpretation) shall have effect.
2. Closing of years of account
  (1) Every year of account of a syndicate shall be kept open for not less than three years from the beginning of that year of account (or, if applicable, for not less than the minimum period prescribed by the Council under sub-paragraph (2)).
  (2) The Council may from time to time, in relation to any specified syndicate or class or description of syndicates, prescribe a period longer than three years as the minimum period for which each year of account of that syndicate or of any syndicate falling within that class or description shall be kept open.
  [(3) The Council may require that the content or form of any contract of reinsurance to close be such as the Council may prescribe; and any requirements so made may apply generally or in relation to any particular case or class of cases.]
NOTE
Part B—Accounting records etc
3. Accounting records
  (1) Every managing agent shall cause accounting records to be kept in accordance with this paragraph in respect of each syndicate for the time being managed by it.
  (2) The accounting records shall be sufficient to show and explain the transactions entered into on behalf of the members of the syndicate.
  (3) The accounting records shall be such as to:
	(a)	be capable of disclosing with reasonable accuracy at any time the financial position at that time of each member of the syndicate; and
	(b)	enable the managing agent to ensure that every annual report, personal account, managing agent’s report, multiple syndicates statement and other document prepared by it complies with all applicable requirements of the Lloyd’s syndicate accounting rules.
  (4) The provisions of Schedule 2 to this byelaw (additional provisions about accounting records) shall have effect.
4. Procedures, records and information regarding disclosable interests
  (1) Without prejudice to paragraph 3, every managing agent shall establish and maintain such systems and procedures, including maintenance of adequate accounting and other records, as may be necessary to enable it to comply with the requirements of paragraphs 42 to 44 of Schedule 4 and Schedule 8 to this byelaw.
  (2) Every managing agent shall use its best endeavours to obtain from all its executives, related companies and other managing agents all such information as may be necessary to enable it to comply with the requirements of paragraphs 42 to 44 of Schedule 4 and Schedule 8 to this byelaw.
  (3) Every executive of a managing agent shall supply to that managing agent all such information pertaining to himself and persons connected with him as shall from time to time be necessary to enable the managing agent or any associated managing agent to comply with the requirements of paragraphs 42 to 44 of Schedule 4 and Schedule 8 to this byelaw.
  (4) Every managing agent shall supply to any other managing agent all such information pertaining to itself, its executives and employees and the members of any syndicate at any time managed or to be managed by it as shall from time to time be necessary to enable that other managing agent to comply with the requirements of paragraphs 42 to 44 of Schedule 4 and Schedule 8 to this byelaw.
  (5) It shall be a defence for any person charged in disciplinary proceedings with a breach of any of paragraphs 42 to 44 of Schedule 4 or Schedule 8 to this byelaw to show that, having made all due inquiries, he had at the time of such alleged breach no knowledge of the facts pertaining to the interest in the transaction, arrangement or company in question (as opposed to the effect or materiality of those facts).
5. Reinsurance résumé
  (1) Every managing agent shall in each year, in respect of each syndicate managed by it and in respect of each year of account open on 1 January, procure that the active underwriter or the run-off manager of the syndicate prepare a written statement (a “reinsurance résumé”) which:
	(a)	contains a summary of the main reinsurance programme or programmes of the syndicate for that year of account; and
	(b)	explains how the security of the reinsurers is assessed.
  (2) A managing agent shall thereafter procure that the active underwriter or the run-off manager of the syndicate prepare a revised reinsurance résumé whenever there has occurred a material change affecting the cover afforded by the main reinsurance programme or programmes of that year of account.
  (3) Every reinsurance résumé shall be approved by:
	(a)	the active underwriter or the run-off manager of the syndicate; and
	(b)	a resolution of the directors of or partners in the managing agent of the syndicate to which it relates;
and such approval shall be evidenced by the active underwriter or the run-off manager and at least one director of or partner in the managing agent (other than the active underwriter or run-off manager) signing one copy of the reinsurance résumé.
6. Statement of policy as to allocation of syndicate operating expenses
  (1) Every managing agent shall, before the beginning of each year of account of each syndicate managed or to be managed by it, prepare (adopting such categorisation of expenses as the Council may from time to time specify) a written statement of its policy which shall, as a minimum:
	(a)	state the nature of all such necessary and reasonable expenses as will, if made or incurred in connection with the business of underwriting or any related activities carried on by the member of that syndicate, be charged by the managing agent to the members of the syndicate;
	(b)	state in relation to each category the basis on which expenses are to be allocated or apportioned to the syndicate, to members of other syndicates, to the managing agent or to particular years of account (as the case may be); and
	(c)	where in relation to the syndicate the managing agent proposes not to follow the recommendations contained in the Code of Practice for Underwriting Agents on Syndicate Expenses approved by the Council on [6 September 2000], as for the time being amended, state the intended nature and effect of, and the reasons for, the course of action proposed to be taken, in particular identifying any expenses to be charged to the syndicate which would be considered “not acceptable” according to that Code of Practice.
NOTE
  (2) Every such statement of policy shall be prepared and approved by the directors of or partners in the managing agent before the beginning of the year of account to which it relates and such approval shall be evidenced by at least two directors or partners signing and dating one copy of the statement of policy.
Part C—annual reporting
7. Duties of managing agents with respect to reports and accounts
  (1) Every managing agent shall in each year, in respect of each syndicate managed by it at 31 December of the preceding year:
	(a)	prepare an annual report or annual reports complying with paragraphs 8 and 10;
	(b)	prepare personal accounts (and, where applicable, syndicate MAPA accounts) complying with paragraphs 9 and 10;
	(c)	prepare a managing agent’s report complying with paragraph 12;
	(d)	prepare a multiple syndicates statement complying with paragraph 13 where:
	(i)	for any year of account (other than a run-off account) to which the annual report relates there was at the reference date, or at any prior reference date, a material overlap of business between the syndicate and another syndicate managed by the managing agent or any associated managing agent in respect of at least 30 per cent. of the syndicate’s written gross premium income; or
	(ii)	the Council has granted consent under Part C of the Multiple Syndicates Byelaw (No. 5 of 1989, 311) in relation to that syndicate;
	(e)	procure that the active underwriter or the run-off manager of the syndicate prepare an underwriter’s report complying with paragraph 12.
  (2) Subject to sub-paragraph (3), the documents specified in sub-paragraph (1) shall be made up to 31 December of the preceding year.
  (3) Where a year of account of a syndicate is closed at a date other than 31 December in any year, and at 31 December of that year no year of account of that syndicate remains open, the managing agent of that syndicate shall prepare the documents specified in sub-paragraph (1)(a) to (d), and procure the preparation of the underwriter’s report referred to in sub-paragraph (1)(e), made up to the date to which that year of account is closed.

  [(4) Every managing agent shall procure that every annual report prepared by it under the Lloyd’s syndicate accounting rules shall be audited and reported upon by the syndicate auditor of the syndicate to which it relates.]
NOTE
  [(4A) Every managing agent shall procure that for every personal account and syndicate MAPA account it prepares under the syndicate accounting rules the syndicate auditor of the syndicate to which the account relates shall make a report in accordance with paragraph 14.]
NOTE
  (5) For the purposes of this paragraph there is a “material overlap of business” between two syndicates where the cumulative amounts of gross premium income written by each of the syndicates attributable to business within the same risk codes or combination of risk codes equal or exceed 30 per cent. of the cumulative gross premium income of one of the syndicates for the year of account at the reference date concerned.
8. Annual reports
  (1) Subject to sub-paragraph (3), an annual report shall be prepared for each underwriting member who was a member of the syndicate during any year of account other than a year of account which has been closed before 1 January of the year which ended on the reference date.
  (2) The annual report shall comprise:
	(a)	an underwriting account in respect of each year of account closed at the reference date or at any time during the year ended on the reference date;
	(b)	an underwriting account in respect of each year of account left open at the reference date;
	(c)	a balance sheet as at the reference date;
	(d)	the information required by paragraphs 41 (where applicable), 42 to 44 and 46 of Schedule 4 to this byelaw;
	(e)	a statement (“seven year summary”) containing the particulars specified in paragraph 45 of Schedule 4 to this byelaw;
	(f)	an explanation of the managing agent’s responsibility to prepare an annual report and personal accounts for the members of the syndicate; and
	(g)	such other information as is necessary for a proper understanding of the annual report;
and may include any such further information (not being misleading or inconsistent with the remainder of the annual report) as the managing agent may consider appropriate.
   (3) The managing agent may, instead of preparing a separate annual report for each underwriting member referred to in sub-paragraph (1), prepare an annual report showing the combined figures for all or some of such members; provided that where the funds of any sub-group or sub-groups of members of the syndicate are administered separately from the funds of other members, the requirements of sub-paragraphs (2)(a) and (b) shall be applied so as to show the separate administration of funds for each of such sub-group.
9. Personal accounts and syndicate MAPA accounts
  (1) Except to the extent that he is a member of the syndicate by virtue of his participation in a MAPA, a personal account shall be prepared for each underwriting member for whom an annual report [including an underwriting account in respect of a closed year of account or a run-off account] is required to be prepared at the reference date.
NOTE
  (2) Where an underwriting member is a member of two or more syndicates managed by the same managing agent, that managing agent may prepare a combined personal account relating to the underwriting member’s participation in more than one syndicate, provided that there shall be stated separately in respect of each such syndicate:
	(a)	his profit or loss for each closed year of account;
	(b)	his run-off account result for each run-off account;
	(c)	the amount of profit commission charged to him in respect of (a) and in respect of (b);
	(d)	the amount of overseas taxation charged to the underwriting member analysed to show the overseas authority concerned and that authority’s relevant tax years; and
	(e)	the particulars specified in paragraph 1 of Schedule 5 to this byelaw.
  (3) In relation to each MAPA through which members of the syndicate participate in the syndicate the managing agent shall prepare for the members’ agent concerned a syndicate MAPA account giving in relation to those members in aggregate in respect of such participations like information as is required to be given in a personal account prepared for a single member of a syndicate in respect of his participation otherwise than through a MAPA.
10. Form and content of annual reports, personal accounts and syndicate MAPA accounts
  (1) Every underwriting account prepared in respect of a closed year of account under paragraph 8(2)(a) shall give a true and fair view of the profit or loss for that year of account of the underwriting member or members for whom it is prepared.
  (2) Where compliance with the provisions of the Lloyd’s syndicate accounting rules as to the matters to be included in an underwriting account prepared in respect of a closed year of account would not be sufficient to give a true and fair view, the necessary additional information shall be given in the underwriting account or in a note to it.
  (3) If in special circumstances compliance with any of those provisions is inconsistent with the requirement to give a true and fair view, the managing agent preparing that underwriting account shall depart from that provision to the extent necessary to give a true and fair view.
  (4) Subject to sub-paragraphs (1), (2) and (3) and to the following provisions of this paragraph, the amounts to be included in respect of all items shown in an annual report shall be determined in accordance with the principles set out in paragraphs 1 to 5 of Schedule 3 to this byelaw.
  (5) Every annual report shall include a statement of the principal accounting policies adopted in preparing it, and shall comply with the provisions of paragraphs 8 and 9 of Schedule 3 to this byelaw (disclosure of accounting policies).
  (6) If a managing agent preparing an annual report considers that, in relation to any matter to which sub-paragraph (1) (requirement to give true and fair view) does not apply there are special reasons for departing from any of the principles set out in paragraphs 1 to 5 of Schedule 3 to this byelaw or that it would be misleading to follow any requirement specified in the Lloyd’s syndicate accounting rules, it shall depart from that principle or requirement.
  (7) Where a managing agent preparing an annual report departs under sub-paragraph (3) or (6) from any principle or requirement specified in the Lloyd’s syndicate accounting rules, particulars of the departure the reasons for it and its effect shall be fully stated in the annual report.
  (8) Where in any special case the managing agent of a syndicate keeps any year of account open for a longer period than that adopted as the normal period under the policy stated under paragraph 8(a) of Schedule 3 to this byelaw, it shall in every annual report prepared in respect of the syndicate while that year of account remains open explain why that year of account has been kept open and give an indication of its expected outcome (based on all information reasonably available at the date of the annual report) by the inclusion of a sum in respect of estimated outstanding liabilities.
  (9) Premiums and claims in respect of insurance contracts underwritten by the members of a syndicate and syndicate operating expenses shall be allocated to years of account in accordance with paragraphs 6 and 7 of Schedule 3 to this byelaw.
  (10) The provision of Schedules 4 and 5 to this byelaw (form and content of annual reports, personal accounts and syndicate MAPA accounts) shall have effect.
11. Approval of annual reports
  (1) Every annual report shall be approved by:
	(a)	a resolution of the directors of or partners in the managing agent of the syndicate to which it relates; and
	(b)	the active underwriter or the run-off manager of that syndicate.
  (2) Such approval shall be evidenced by the active underwriter or the run-off manager and at least one director of or partner in the managing agent (other than the active underwriter or the run-off manager) signing one copy of the balance sheet.
  (3) Every copy of the annual report issued by the managing agent shall state the names of the signatories of the balance sheet, the name of the managing agent and the respective dates of approval under sub-paragraph (1).
12. Managing agent’s and underwriter’s reports
  (1) Every managing agent’s report prepared under paragraph 7(1)(c) above shall include the matters specified in Schedule 6 to this byelaw, shall be approved by a resolution of the directors of or partners in the managing agent and shall be signed on their behalf by at least one director or partner.
  (2) Every underwriter’s report prepared under paragraph 7(1)(e) shall include the matters specified in Schedule 7 to this byelaw and shall be signed by the active underwriter or run-off manager by whom it has been prepared.
  (3) If the managing agent and the active underwriter or the run-off manager of any syndicate so agree, they may prepare a combined report in place of the reports referred to in paragraph 7(1)(c) and (e). Every combined report so prepared:
	(a)	shall include the matters specified in Schedules 6 and 7 to this byelaw;
	(b)	shall be approved by a resolution of the directors of or partners in the managing agent and by the active underwriter or the run-off manager; and
	(c)	shall be signed on behalf of the directors of or partners in the managing agent by at least one director or partner (other than the active underwriter or run-off manager) and by the active underwriter or run-off manager.
  (4) Every copy of the managing agent’s report, underwriter’s report or combined report issued shall state the name of the signatory or signatories and the date or dates of approval.
  (5) The particulars contained in any managing agent’s report, underwriter’s report or combined report required to be attached to an annual report shall be consistent with that annual report and shall not be misleading.
13. Multiple syndicates statements
  (1) Every multiple syndicates statement prepared under paragraph 7(1)(d) shall include the matters specified in Schedule 8 to this byelaw, shall be approved by a resolution of the directors of or partners in the managing agent and shall be signed on their behalf by at least one director or partner.
  (2) Every copy of a multiple syndicates statement issued by the managing agent shall state the name of the signatory or signatories and the date or dates of approval.
  (3) The particulars contained in any multiple syndicates statement shall not be misleading.
14. Audit
  (1) The syndicate auditor shall make a report on every annual report audited by him to the underwriting member or members for whom it is being prepared.
  [(2) The syndicate auditor shall make a report in respect of every personal account and syndicate MAPA account of each syndicate audited by him to the underwriting member or members’ agent for whom it is being prepared, to the Council of Lloyd’s and to any auditor appointed by the Society in connection with any of its functions under this byelaw.]
NOTE
  (3) The report shall state whether in the opinion of the syndicate auditor the annual report, personal account or syndicate MAPA account (as the case may be) has been properly prepared in accordance with the requirements of the Lloyd’s syndicate accounting rules and, without prejudice to the foregoing:
	(a)	in the case of any annual report which includes an underwriting account in respect of a closed year of account, whether a true and fair view is given of the profit or loss for that year of account of the underwriting member or members for whom it has been prepared; and
	(b)	in the case of any personal account or syndicate MAPA account, whether the profit or loss or run-off account result for any year of account to which it relates and each adjustment made thereto in calculating the net result of the underwriting member or MAPA in respect of whom or which it has been prepared has been calculated in accordance with (as the case may require) the terms of the standard agency agreement, standard sub-agency agreement, agreement in the form of the standard managing agent’s agreement or any other agency or sub-agency agreement governing that underwriting member’s membership of, or MAPA’s participation in, the syndicate to which the personal account or syndicate MAPA account relates.
  (4) The syndicate auditor shall in preparing any report under this paragraph carry out such investigations as will enable him to form an opinion as to the following matters:
	(a)	whether the managing agent has kept proper accounting records in respect of the syndicate;
	(b)	whether the managing agent has in respect of the syndicate established and maintained such systems and procedures, including maintenance of adequate accounting and other records, as are necessary to enable it to comply with the requirements of paragraphs 42 to 44 of Schedule 4 to this byelaw; and
	(c)	whether the annual report, personal account or syndicate MAPA account to which his report relates is in agreement with the accounting records and such other records as are referred to in (b);
and if the syndicate auditor is of the opinion that the managing agent has not kept proper accounting records in respect of the syndicate, or has not established and maintained such systems and procedures (including maintenance of adequate accounting and other records), as are referred to in (b), or if the annual report or any personal account or syndicate MAPA account to which the syndicate auditor’s report relates is not in agreement with the accounting records and such other records as are referred to in (b), the syndicate auditor shall state that fact in his report.
  (5) The syndicate auditor shall, in preparing his report on any annual report, personal account or syndicate MAPA account under this paragraph, consider whether the information given in the managing agent’s and underwriter’s reports prepared under paragraph 7(1)(c) and (e) in respect of any period to which that annual report, personal account or syndicate MAPA account relates is consistent with that annual report, personal account or syndicate MAPA account and, if the syndicate auditor is of the opinion that it is not, he shall state that fact in his report.
  (6) Every syndicate auditor shall have the right of access at all times to the accounting and other records maintained by the managing agent in respect of the syndicate and shall be entitled to require from the managing agent and its executives such information and explanations as he thinks necessary for the performance of his duties.
  (7) If the syndicate auditor has not obtained all the information and explanations which, to the best of his knowledge and belief, are necessary for the purposes of his audit, he shall state that fact in his report.
  (8) No person for the time being subject to the jurisdiction of the Council shall fail to give to the syndicate auditor any information or explanation required by him pursuant to sub-paragraph (6), or shall in giving or purporting to give any information or explanation which the syndicate auditor so requires, or is entitled so to require, knowingly or recklessly make a statement which is misleading, false or deceptive in a material particular.
15. Documents to be attached to annual reports
  There shall be attached to every annual report:
	(a)	the managing agent’s report prepared under paragraph 7(1)(c) and the underwriter’s report prepared under paragraph 7(1)(e) (or, where applicable, the combined report referred to in paragraph 12(3));
	(b)	the syndicate auditor’s report; and
	(c)	notice of [any] annual general meeting of the members of the syndicate, stating the date, place and time of such meeting and the nature of the business to be brought forward thereat.
NOTE
16. Distribution of annual reports, multiple syndicates statements and personal accounts
  (1) Every managing agent shall, free of charge, send copies of the documents required under paragraph 7 [, other than personal accounts and syndicate MAPA accounts,] to each underwriting member to whom they relate, or to his members’ agent, in accordance with the following provisions of this paragraph.
  (2) Subject to sub-paragraphs (4) and (5), [a copy] of each annual report […] shall, not later than the prescribed date, be sent to [each underwriting member who is a member of the syndicate to which it relates] and to the members’ agent (if different from the managing agent) through the agency of which or under arrangements made by or through which he is a member of the syndicate.
  (3) Subject to sub-paragraphs (4) and (5), copies of any multiple syndicates statement prepared in respect of the syndicate shall, not later than the prescribed date, be sent:
	(a)	to every member of the syndicate for any year of account to which the multiple syndicates statement relates; and
	(b)	to every members’ agent through the agency of which or under arrangements made by or through which any such underwriting member is a member of the syndicate for that year of account.
  (4) Where the managing agent acts only as a substitute agent in respect of the syndicate two copies (or such other number of copies as the managing agent and that members’ agent may agree) of each document required under paragraph 7 [, other than a personal account and syndicate MAPA account,] shall, not later than the prescribed date, be sent to each members’ agent through the agency of or under arrangements made by or through which any underwriting member is a member of the syndicate for any year of account to which such document relates; but the managing agent need not send any copy of such document to the members of the syndicate for whom those members’ agents act as such in relation to the syndicate.
  (5) Two copies (or such other number of copies as the managing agent and that members’ agent may agree) of each document required under paragraph 7 [, other than a personal account and syndicate MAPA account,] shall, not later than the prescribed date, be sent to each members’ agent operating any MAPA through which any underwriting member is a member of the syndicate; but the managing agent need not send any copy of any such document to an underwriting member who is a member of the syndicate by virtue only of his participation in a MAPA.
  (6) Where in any year a managing agent prepares a single annual report in respect of all the members of a syndicate under paragraph 8(3), one copy thereof, together with a copy of any multiple syndicates statement made up to the same reference date, (or such other number of copies as the managing agent and the members’ agent may agree) shall, not later than the prescribed date, be sent to every member of the syndicate for the year of account corresponding to that year (or
	(a)	in the case of members who are members of the syndicate by virtue only of their participation in a MAPA, to the members’ agent operating that MAPA, or
	(b)	in any case where the managing agent acts only as a substitute agent in respect of that syndicate, to the member’s members’ agent (if any) acting as such in relation to that syndicate).
  (7) Every members’ agent which receives copies of any document under sub-paragraph (4) or (6)(b) shall, not later than the prescribed date, send one copy to the underwriting member for whom it has been prepared, except any member who is a member of the syndicate by virtue only of his participation in a MAPA.
  (8) Subject to sub-paragraphs (4), (5) and (6), the entitlement of an underwriting member or a members’ agent under this paragraph to the provision of any document free of charge is to a single copy.
  (9) Every managing agent shall not later than the prescribed date in each year send to the Society four copies of every annual report which it is required by paragraph 7 to prepare in that year and of every multiple syndicates statement prepared in that year.
  [(9A) Every managing agent shall not later than the prescribed date in each year send to the Society in the prescribed format a copy of every personal account and syndicate MAPA account prepared by it under paragraph 7.
  (9B) The Society shall, within one month (or such other period as the Council may specify) after the date prescribed for the purposes of sub-paragraph (9A), send to every members’ agent, for each member for whom it acts as such in relation to any syndicate, a combined personal account in respect of all such syndicates, showing separately in respect of each syndicate:
	(a)	his profit or loss for each closed year of account;
	(b)	his run-off result for each run-off account;
	(c)	the amount of profit commission charged to him in respect of (a) and in respect of (b);
	(d)	the amount of overseas taxation charged to the underwriting member analysed to show the overseas authority concerned and that authority’s relevant tax years; and
	(e)	the particulars specified in paragraph 1 of Schedule 5 to this byelaw;
and showing in respect of all such syndicates in aggregate the other particulars specified in paragraph 2 of Schedule 5 to this byelaw.
  (9C) The Society shall, within one month (or such other period as the Council may specify) after the date prescribed for the purposes of sub-paragraph (9A), send to every corporate member in respect of all the syndicates of which it is a member and in respect of which no members’ agent acts as such for it, a combined personal account showing separately in respect of each syndicate:
	(a)	his profit or loss for each closed year of account;
	(b)	his run-off result for each run-off account;
	(c)	the amount of profit commission charged to him in respect of (a) and in respect of (b);
	(d)	the amount of overseas taxation charged to the underwriting member analysed to show the overseas authority concerned and that authority’s relevant tax years; and
	(e)	the particulars specified in paragraph 1 of Schedule 5 to this byelaw;
and showing in respect of all such syndicates in aggregate the other particulars specified in paragraph 2 of Schedule 5 to this byelaw.
  (9D) The Society shall, within one month (or such other period as the Council may specify) after the date prescribed for the purposes of sub-paragraph (9A), send to each members’ agent operating a MAPA the syndicate MAPA account prepared for the members’ agent under paragraph 9(3).
  (9E) Every members’ agent which receives copies of any document under sub-paragraph (9B) shall, not later than the prescribed date, send one copy to the underwriting member for whom it has been prepared.]
NOTE
  (10) In this paragraph:
	(a)	“the prescribed date” means such date in each year as the Council may from time to time prescribe for the purpose of the provision in which the reference occurs;
	[(aa)	“the prescribed format” means such format as the Council may from time to time prescribe for the purpose of the provision in which the reference occurs;]
NOTE
	(b)	references to an annual report include the documents required by paragraph 15 to be attached to an annual report; and
	(c)	references to a personal account include the syndicate auditor’s report which relates to that personal account.
Part D—Availability of Documents
17. Inspection of annual reports and other documents
  The signed original of every document prepared under paragraph 7 shall for a period of seven years from the date of signature be available for inspection at the registered office of the managing agent of the syndicate concerned at the request of:
	(a)	any underwriting member to whom the document relates or his duly authorised representative;
	(b)	the duly authorised representative of any underwriting agent which acts as members’ agent for any such underwriting member; and
	(c)	any person authorised in that behalf by the Council.
18. Central file
  (1) The Council shall continue to maintain the central file of annual reports of syndicates originally constituted pursuant to the 1983 Annual Reports of Syndicates Byelaw (No. 2 of 1984).
  (2) The central file shall contain a separate section in respect of each syndicate.
  (3) One copy of every annual report and of every multiple syndicates statement received by the Society under the Lloyd’s syndicate accounting rules shall be placed on the central file, and every copy of an annual report placed on the central file under the 1983 Annual Reports of Syndicates Byelaw (No. 2 of 1984), the Syndicate Accounting Byelaw (No. 7 of 1984) or the Syndicate Accounting Byelaw (No. 11 of 1987) shall continue to be kept on the central file.
  (4) The central file should be kept at the premises of the Society in the City of London.
  (5) The central file shall be open to inspection at such times as the Council may from time to time prescribe.
  (6) Any person may require a copy of any particulars inscribed in the central file or of any document placed on the central file, or any part of it, on payment of such sum (not exceeding its administrative cost) as the Council may from time to time prescribe.
Part E—Further Reporting
19. Provision of quarterly figures to members’ agents
  (1) Every managing agent shall in each year, in respect of each syndicate for the time being managed by it and in respect of each year of account for the time being remaining open prepare quarterly accounts or figures made up to the last day of March, June, September and December respectively and containing such information as is for the time being specified by the Council (“quarterly figures”).
  (2) Quarterly figures prepared by a managing agent under sub-paragraph (1) shall be approved by a resolution of the directors of or partners in the managing agent and such approval shall be evidenced by at least [[one director or partner]] [in compliance with requirements for the time being specified by the Council].
NOTE
  (3) Every managing agent shall, within three months (or such other period as the Council may specify) after the date to which they are made up, send a copy of the quarterly figures prepared under sub-paragraph (1) in respect of a syndicate and year of account to […] to the Society.
NOTE
  (4) Every copy of quarterly figures sent to [[the Society]] under sub-paragraph (3) shall state [[[the name of the director or partner]]] [who evidenced approval] and the date of approval under sub-paragraph (2).
NOTE
  [(5) For the purposes of this paragraph and without prejudice to sub-paragraph (6), a managing agent:
	(a)	shall be treated as preparing quarterly accounts or figures if the requisite particulars are recorded on a computer; and
	(b)	shall be treated as providing copies of quarterly accounts or figures if the requisite particulars are recorded in a computer and transmitted by electronic means and without the delivery of any document.
  (6) No provision of this paragraph shall be treated as complied with by the production by means of a computer of any material other than a document in writing or by the delivery of any such material so produced by transmission by electronic means, unless the form of the material and the method of transmission complies with requirements for the time being prescribed by the Council.]
NOTE
  [(7) The Society shall, upon receiving the quarterly figures prepared under sub-paragraph (1) made up to the latest month end referred to in that sub-paragraph, publish the information contained in such quarterly figures to the extent necessary for the purpose of enabling or facilitating compliance by any member of the Lloyd’s community, or by any connected person in relation to such a member, with the requirements of any regulated market.
  [(8) Upon publishing under sub-paragraph (7) the information contained in any quarterly figures prepared in respect of any syndicate, the Society shall send to every members’ agent and to every corporate member in relation to which no members’ agent acts as such in relation to that member:
	(a)	a copy of those quarterly figures (other than those prepared in respect of a syndicate consisting only of a single corporate member); and
	(b)	in relation to those syndicates consisting only of a single corporate member, a report showing the combined quarterly figures for all such syndicates.]
NOTE
[19A. Provision of information to corporate members
  (1) Every managing agent shall in each year, in respect of each syndicate managed by it at 31 December of the preceding year in which a corporate member participates other than as the sole member of that syndicate, prepare a supplementary syndicate return containing such information as the Council may from time to time specify (the “Schedule 9A data”).
  (2) The supplementary syndicate return shall be made up to 31 December of the preceding year.
  (3) Every managing agent shall procure that every supplementary return prepared by it under sub-paragraph (1) be audited and reported upon by the syndicate auditor of the syndicate to which it relates.
  (4) The syndicate auditor shall make a report on every supplementary syndicate return audited by him to the corporate members of the syndicate in respect of which the supplementary syndicate return is prepared.
  (5) The report shall state whether in the opinion of the syndicate auditor the supplementary syndicate return has been properly prepared in accordance with such requirements as the Council may specify from time to time.
  (6) Every managing agent shall send to the Society a copy of every supplementary syndicate return prepared by it under sub-paragraph (1) together with the syndicate auditor’s report which relates to that return by such date and in such form and manner as the Council may from time to time specify.
  (7) Subject to sub-paragraph (8), the Society shall send to every corporate member concerned a statement showing in respect of every syndicate in which that member participates and in respect of which a supplementary syndicate return has been received by the Society by the prescribed date that member’s share of the Schedule 9A data contained in that return.
  (8) The Society shall not be obliged to send to a corporate member a statement under sub-paragraph (7) unless the Society has received from the corporate member by such date as the Council may from time to time specify:
	(a)	a request in writing from that member for such a statement; and
	(b)	payment of such sum in respect of or on account of such fees as the Council may from time to time specify.
  (9) Every corporate member that makes a request for a statement under sub-paragraph (8) shall pay to the Society such fees as the Council may from time to time specify in connection with the preparation and provision of such statement.
  (10) The Council may grant to a managing agent such dispensation from the requirements of this paragraph as it considers appropriate.]
NOTE
20. Provision to Society of cash call statements
  Every managing agent shall, on making a request for funds under clause 7.1(a) of any agreement in the form of the standard managing agent’s agreement, forthwith send to the Society a copy of any statement and report sent pursuant to clause 7.1(a)(ii) thereof to the underwriting member to whom the request is made.
[Part Ea—Run Off Accounts
20A. General duty of a managing agent
  Every managing agent which manages a syndicate having a run-off account shall close that run-off account at the earliest possible time consistent with the proper performance of its duties as the managing agent of that syndicate; and for that purpose the following provisions of this part of this byelaw shall have effect.
20B. Review of unclosed years of account
  (1) As early as practicable in each calendar year every managing agent shall undertake a review of all years of account of syndicates which it manages which are, or which it has reasonable cause to believe will become during that calendar year, run-off accounts.
  (2) Following that review, the managing agent shall take all practicable steps to close those years of account.
20C. Syndicate auditor
  In carrying out any review under paragraph 20A the managing agent shall inform the syndicate auditor as soon as it knows or has reasonable cause to believe that a year of account of that syndicate is or may become a run-off account, and shall provide the syndicate auditor with full details including the facts and circumstances supporting that knowledge or reasonable belief. This paragraph shall not oblige the managing agent to provide information or details which the syndicate auditor already possesses.
20D. Reinsurance to close
  (1) If a managing agent is unable to determine a premium for reinsurance to close for an unclosed year of account of a syndicate it manages, being reinsurance into a later year of account of that syndicate, it shall make enquiries as to whether reinsurance to close can be obtained from another syndicate on commercially acceptable terms.
  (2) If under sub-paragraph (1) a premium cannot be determined for reinsurance to close, or if reinsurance to close cannot be obtained from another syndicate on commercially acceptable terms, that fact and the underlying reasons shall be stated in the run-off account report.
20E. Decision to leave a year of account open
  (1) Prior to any decision to leave a year of account open as a run-off account, the managing agent shall:
	(a)	take into account all advice given by the syndicate auditor which is relevant to the making of the decision; and
	(b)	prepare a run-off account report stating:
	(i)	the reasons why the year of account is to be left open, and why the managing agent considers it is reasonable to do so, having regard to the interests of underwriting members;
	(ii)	the steps thus far taken by the managing agent in respect of that year of account, in compliance with this byelaw; and
	(iii)	the matters required to be stated under paragraph 20D(2).
  (2) The run-off account report shall be approved by resolution of the board of directors of the managing agent or, if the managing agent is a partnership, by decision of the partners in accordance with the partnership constitution. Such approval shall be evidenced by the active underwriter and at least one director of or partner in the managing agent (other than the active underwriter) signing and dating one copy of the run-off account report.
  (3) Approval of a run-off account report as required by sub-paragraph (2) shall constitute the run-off decision of the managing agent in respect of that year of account.
20F. Syndicate auditor’s opinion
  The managing agent shall provide the syndicate auditor with a copy of the run-off account report immediately upon the latter being approved under paragraph 25(2). The managing agent shall then procure that the syndicate auditor gives its written opinion as to:
	(a)	whether or not the managing agent has, in respect of the year of account in question, complied with the relevant provisions of this byelaw; and
	(b)	whether or not it was reasonable for the managing agent to have made the statements in the relevant run-off account report.
20G. Communication of run-off decision
  Any run-off decision shall forthwith be notified by the managing agent to the Society and to all members’ agents representing relevant underwriting members and any corporate member which is a relevant underwriting member. The managing agent shall, with each such notification, provide a copy of the relevant run-off account report and syndicate auditor’s opinion.
20H. Consultative meeting
  (1) As soon as practicable after notification under paragraph 20G, the managing agent shall convene a meeting of all members’ agents representing relevant underwriting members and any corporate member which is a relevant underwriting member.

  (2) At the meeting, the managing agent shall draw attention to the contents of the relevant run-off account report. The managing agent shall ensure that the syndicate auditor is present at the meeting and that the syndicate auditor may deal with all questions which are put in connection with the syndicate auditor’s opinion.
20I Review of run-off decision
  (1) If at any time the managing agent considers that the run-off decision should be reversed or modified, or that this may be appropriate after further enquiry, it shall forthwith notify the Society and all members’ agents representing relevant underwriting members and any corporate member which is a relevant underwriting member.
  (2) If since the date of the syndicate auditor’s opinion the syndicate auditor has changed its view on any matter covered by that opinion, full details of the change shall forthwith be given to the managing agent, to the Society and to members’ agents representing relevant underwriting members and any corporate member which is a relevant underwriting member.
20J. Progress reports
  (1) The managing agent shall, not later 30th September in each year, prepare a progress report made up to 30th June in that year describing any material change known to the managing agent which affected the run-off account in question and arose since the date of approval (under [paragraph 11] of this byelaw) of the syndicate annual report made up to 31st December of the preceding year. The progress report shall describe any steps taken under this byelaw by the managing agent in relation to the run-off year of account in question (including steps taken with a view to closure).
NOTE
  (2) A copy of each progress report shall immediately upon its completion be sent to the Society and to all members’ agents representing relevant underwriting members and any corporate member which is a relevant underwriting member.
  (3) The managing agent shall convene a meeting of all members’ agents representing relevant underwriting members and any corporate member which is a relevant underwriting member in order to discuss with them matters arising from a progress report:
	(a)	if it believes it to be necessary; or
	(b)	if so requested by a majority of:
	(i)	the relevant members’ agents; and
	(ii)	any corporate members which are relevant underwriting members.
20K. Exemptions
  The Council may, in any case where it thinks fit, grant to a managing agent or a members’ agent an exemption from some or all of the provisions of this part of this byelaw.]
NOTE
Part F—Miscellaneous and supplementary
21. Special provisions for run-off syndicates
  (1) The Council may generally or in a particular case, and wholly or in part, excuse the managing agent concerned and, in the case of an underwriter’s report, the underwriter or run-off manager concerned, from compliance with any or all of the provisions of this byelaw mentioned in sub-paragraph (2) where the latest year of account of the syndicate to which an annual report, managing agent’s report or multiple syndicates report relates is a run-off account, to the extent that such compliance would repeat identical information provided to the same members of the syndicate at an earlier reference date.
  (2) The provisions referred to in sub-paragraph (1) are any of the provisions contained in:
	(a)	Part two of Schedule 4;
	(b)	Schedule 6;
	(c)	Paragraphs (a), (d) and (f) of Schedule 7.
[21A. Special provisions for single member corporate syndicates
  (1) The provisions of the byelaw mentioned in sub-paragraph (2) shall not apply in relation to a syndicate consisting only of a single corporate member.
  (2) The provisions referred to in sub-paragraph (1) are any of the provisions of this byelaw contained in:
	(a)	paragraph 6;
	(b)	sub-paragraphs (b) and (d) of paragraph 7;
	(c)	paragraph 8(2)(e);
	(d)	paragraph 9;
	(e)	paragraphs 14, 15(d), 15(e) and 46 of Schedule 4;
	(f)	Schedule 6 other than paragraphs (h), (pa) and (q).]
NOTE
22. Powers to prescribe
  The Council shall have the power to prescribe:
	(a)	the period specified in paragraph 19(3);
	(b)	the dates specified in paragraph 16 [and paragraph 19A];
	[(bb)	the format specified in paragraph 16(9A);]
NOTE
	(c)	the categorisation of syndicate operating expenses required by paragraph 6(1);
	(d)	the times and sums specified in paragraph 18; […]
	(e)	the information and the form thereof referred to in paragraph 19[(1)];
	[(f)	the manner in which approval is to be evidenced and referred to in paragraph 19(2); and
	(g)	the form of production and method of transmission referred to in paragraph 19(6).]
	[(h)	the information, form and manner of transmission referred to in paragraph 19A;
	(i)	the fees (including the amount of any payment on account of such fees) specified in paragraph 19A].
NOTE
23. Time limits
  The Council may upon application extend as it thinks fit any time limit in the Lloyd’s syndicate accounting rules.
24. Revocations and amendments
  (1) Subject to paragraph 26 (transitional provisions), the Syndicate Accounting Byelaw (No. 11 of 1987) is revoked.
  (2) The provisions of Schedule 9 to this byelaw (miscellaneous and consequential amendments) shall have effect.
25. Commencement and application
  (1) Subject to the following provisions of this paragraph and to paragraph 26 (transitional provisions), this byelaw shall come into force on 1 January 1995.
  (2) Paragraph 6 (inception date allocation) of Schedule 3 to this byelaw applies in relation only to the 1995 and subsequent years of account.
26. Transitional provisions
  (1) Schedule 4 to this byelaw (form and content of annual reports) shall not apply to annual reports required to be made up to a date before 1 January 1995 and such annual reports shall instead comply with Schedule 4 to the Syndicate Accounting Byelaw (No. 11 of 1987).
  (2) Where in relation to any annual report in respect of the syndicate required to be made up to a reference date after 31 December 1994 in respect of a year of account earlier than 1995 it is not reasonably practicable for the managing agent to comply with the requirements of Schedule 4 to this byelaw (form and content of annual reports) the Council may, on the application of the managing agent, modify the requirements in relation to that syndicate and year of account for the purpose of adapting them to the syndicate’s circumstances.
  (3) In relation to an underwriter’s report required to be made up to a date before 31 December 1995 the analysis of business by paragraph (a)(i) of Schedule 7 to this byelaw for any year of account after 1990 shall be by reference to the risk codes allotted to that business instead of the groups of classes specified in paragraph 11(3) of Schedule 4.
  (4) In so far as paragraph (a)(ii) of Schedule 7 to this byelaw applies to a description in an underwriter’s report of reinsurance arrangements in force in respect of business allocated to the 1987 year of account or any earlier year of account, the words “specifying the aggregate amounts of the reinsurance premiums due respectively to other Lloyd’s syndicates, to insurance companies authorised to carry on business in the United Kingdom, to EC companies and to insurance companies which are neither so authorised nor EC companies” shall not apply, but such a description shall indicate the aggregate amounts of the reinsurance premiums due respectively to other Lloyd’s syndicates and to insurance companies (wherever established).
  [(5) Paragraph 7 of Schedule 3 (accounting principles and policies) shall not apply to an underwriting account or a balance sheet made up to a reference date before 1 January 1995.]
NOTE
Schedule 1—Interpretation [paragraph 1]
1. General Interpretation
[“active underwriter” has the meaning given in paragraph 1(a) of the Underwriting Agents Byelaw (No. 4 of 1984, 101);]
NOTE
[“authorised person” has the meaning given in section 31(2) of the Financial Services and Markets Act 2000;]
NOTE
[“cash call” means a request for funds made by a managing agent to members of a syndicate under (as the case may be) the terms of the standard agency agreement, standard sub-agency agreement, agreement in the form of the standard managing agent’s agreement or any other agency or sub-agency agreement governing the members’ membership of the syndicate;]
“central file” means the central file of annual reports maintained under paragraph 18(1) of the byelaw;
“consortium” has the meaning given to it in paragraph 1 of Schedule 1 to the Multiple Syndicates Byelaw (No. 5 of 1989, 311);
[“contract of insurance” has the meaning given in Article 3(1) of the Regulated Activities Order;]
NOTE
“definitive insurers” has the meaning given to “Definitive Insurers” in clause 8.3 of the standard managing agent’s agreement;
“EC company” has the meaning given in section 2(6) of the Insurance Companies Act 1982;
[“the Equitas Reinsurance Contract” means the reinsurance and run-off contract entered into by Equitas Reinsurance Limited, Equitas Limited, the Society, Additional Underwriting Agencies (No. 9) Limited (for itself and on behalf of the members for whom it is appointed as substitute agent) and others pursuant to paragraph 4 of the Reconstruction and Renewal Byelaw (No. 22 of 1995, 519)]
NOTE
“executive” means, in relation to an underwriting agent, a person who: (a) is a director of or a partner in the underwriting agent, or a person in accordance with whose instructions the directors or partners of the underwriting agent are accustomed to act; or (b) in the case of a managing agent, is the active underwriter or the run-off manager of any syndicate managed by the managing agent;
[“general business” means the business of effecting and carrying out general insurance contracts;]
Note
  This definition was substituted with effect from 6 December 2001 by byelaw No. 6 of 2001.
[“general insurance contract” means any contract of insurance falling within Part I of Schedule 1 to the Regulated Activities Order;]
NOTE
[“gross claims” means claims under contracts of insurance underwritten by the members of a syndicate plus internal and external claims settlement expenses less salvage or other recoveries, but before the deduction of reinsurance recoveries;]
NOTE
“gross premiums” means original and additional inward premiums, plus any amount in respect of administration fees or policy expenses remitted with a premium, less returns, commission and premium tax and levies, but before the deduction of outward reinsurance premiums;
“interest” includes any interest whatsoever, other than, in relation to a given syndicate, remuneration receivable by the managing agent of that syndicate in respect of its duties as such;
[“LATF personal reserve fund” means, in relation to a member of the Society, that part of his Lloyd’s American trust fund which is held at the direction of his members agent or regulating trustee;]
“line slip” has the meaning given to it in paragraph 2 of the Schedule to the Binding Authorities Byelaw (No. 9 of 1990, 314);
“listed” means listed on a recognised stock exchange within the meaning of the Companies Act 1985, or listed on a recognised investment exchange, other than an overseas investment exchange, within the meaning of the Financial Services Act 1986;
“the Lloyd’s syndicate accounting rules” means: (a) this byelaw; (b) the Syndicate Accounting Byelaw (No. 11 of 1987); (c) [the Audit Arrangements Byelaw (No. 7 of 1998, 117)];(d) every other byelaw or regulation made under Lloyd’s Acts 1871 to 1982 and for the time being in force relating to the form or manner in which managing agents are to account to underwriting members for whom they act as such; and; (e) every requirement for the time being prescribed pursuant to any byelaw or regulations referred to in (a) to (d) above;
NOTE
[“long term business” means the business of effecting and carrying out long term insurance contracts;]
NOTE
[“long term insurance contract” means any contract of insurance falling within Part II of Schedule 1 to the Regulated Activities Order;]
NOTE
“managing agent” means, as the case may require: (a) an underwriting agent which is listed as a managing agent on the register of underwriting agents maintained under the Underwriting Agents Byelaw (No. 4 of 1984, 101); or (b) a person appointed to act as a managing agent for an underwriting member under the byelaw entitled “Substitute Agents” (No. 20 of 1983, 300);
“member of a syndicate” means an underwriting member underwriting insurance business as a member of a syndicate at Lloyd’s;
“members’ agent” means, as the case may require: (a) an underwriting agent which is listed as a members’ agent on the register of underwriting agents maintained under the Underwriting Agents Byelaw (No. 4 of 1984, 101); or (b) a person appointed to act as a members’ agent for an underwriting member under the byelaw entitled “Substitute Agents” (No. 20 of 1983, 300);
“members’ agent pooling arrangement” or “MAPA” has the meaning given in paragraph 10(2) of the Agency Agreements Byelaw (No. 8 of 1988, 310);
“member’s syndicate premium limit” has the meaning given to it in paragraph 1 of the Schedule to the Membership Byelaw (No. 17 of 1993, 111);
“multiple syndicates statement” means a statement prepared in respect of a syndicate under paragraphs 7(1)(d) and 13 of this byelaw;
“net claims” means gross claims less reinsurance recoveries;
“net premiums” means gross premiums less outward reinsurance premiums;
“net result” means, in relation to a personal account and his participation in the syndicate otherwise than through a MAPA, the aggregate of the profit or loss of a member of a syndicate for the closed year or years of account to which the personal account relates and of his run-off account result for any run-off account to which the personal account relates, adjusted in each case for the charges and expenses referred to in paragraph 2(a)(ii) to (vii) and (ix) and (b) of Schedule 5 to this byelaw;
“net underwriting result or balance” means, in relation to a year of account of any syndicate, the underwriting result or balance adjusted for profit or loss on exchange and syndicate expenses;
“outward reinsurance premiums” means premiums in respect of reinsurance ceded net of overriding commission and profit commission and includes deposit and adjustment premiums;
[“premium charge” means the charge on premiums payable to the Society pursuant to the requirements made by the Council of Lloyd’s made on 7 August 1996 under the Lloyd’s Act 1982, the Power of Charging Byelaw (No. 12 of 1990, 510) and the Reconstruction and Renewal Byelaw (No. 22 of 1995, 519);]
NOTE
[“personal reserve fund” has the meaning given in the Membership Byelaw (No. 17 of 1993, 111);]
“premium tax” means any tax charged upon or any monies withheld from a premium by or on behalf of any statutory, governmental, state, provincial or local authority, body or official;
[“progress report” means a report referred to in paragraph 30(1);]
NOTE
“provisional insurers” has the meaning given to “Provisional Insurers” in clause 8.2 of the standard managing agent’s agreement;
“reference date” means the date on which an annual report or other document is to be made up pursuant to paragraph 7 of this byelaw;
“registered office” means, in relation to an underwriting agent which is not a company within the meaning of the Companies Act 1985, its principal place of business for the time being (other than the Room);
“reinsurance balance” means, in relation to the format set out in paragraph 5 of Schedule 4 to this byelaw for items shown in an underwriting account, item 7 (reinsurers’ share) less item 3 (outward reinsurance premiums);
“reinsurance recoveries” means amounts receivable from reinsurers in respect of claims and contributions to claims settlement expenses less any refunds to reinsurers in respect of: (a) claims and contributions to claims settlement expenses; and (b) salvage and other recoveries;
“reinsurance rexsumex” has the meaning given to it in paragraph 5 of this byelaw;
“reinsurance to close” means [either:
	(a)	an agreement under which underwriting members (the “reinsured members”) who are members of a syndicate for a year of account (the “closed year”) agree with underwriting members who constitute that or another [[single]] syndicate for a later year of account (the “reinsuring members”) that the reinsuring members will discharge or procure the discharge of, or indemnify the reinsured members against, all known and unknown liabilities of the reinsured members arising out of insurance business underwritten through that syndicate and allocated to the closed year of account, in consideration of:
	(i)	a premium; and
	(ii)	either(aa)the assignment, or agreement to assign, to the reinsuring members of all the rights of the reinsured members arising out of or in connection with that insurance business (including without limitation the right to receive all future premiums, recoveries and other monies receivable in connection with that insurance business); or
		(bb)an agreement by the reinsured members that the reinsuring members shall collect on behalf of the reinsured members the proceeds of all such rights and retain them for their own benefit so far as they are not applied in discharge of the liabilities of the reinsured members;
	(b)	an agreement underwritten by members of one or more syndicates and complying with requirements made under paragraph 2(3) of this byelaw;
	(c)	a syndicate run-off reinsurance contract between members of a syndicate for a year of account and Centrewrite Limited, Lioncover Insurance Company Limited, Equitas Reinsurance Limited or any other insurance company which is designated by the Council for the purposes of this definition and [an authorised person with permission to effect or carry out contracts of insurance;] whereby that insurance company agrees to indemnify the members of the syndicate for that year of account against all known and unknown liabilities arising out of insurance business underwritten through the syndicate and allocated to that year of account;
NOTE
	(d)	in relation to the 1992 year of account or any earlier year of account of any syndicate whose members have underwritten general business, the Equitas Reinsurance Contract; […]
	(e)	in relation only to the 1993 year of account, 1994 year of account or 1995 year of account of any syndicate whose members have underwritten general business, the Equitas Reinsurance Contract, taken together with an agreement such as is referred to in sub-paragraph (a) modified so as to reinsure the reinsured members in relation only to such of the insurance business underwritten through that syndicate and allocated to that year of account as has not been reinsured under the Equitas Reinsurance Contract;] [or]
	[(f)	in the case of a syndicate consisting only of a single corporate member which is not closed by reinsurance to close by another person, the inclusion in the underwriting account of that syndicate for the next following year of account of an amount representing a provision for all known and unknown liabilities attributable to the year of account which is closing; and for the purposes of this byelaw, the amount representing such provision shall be treated as premium in respect of such reinsurance to close;]
NOTE
[“relevant underwriting members” means, in relation to any year of account, underwriting members comprising the syndicate for that year of account;]
NOTE
“return” means a premium returned to an assured in respect of a policy underwritten or subscribed by an underwriting member;
“risk code” means a risk code within the risk coding scheme introduced by the Committee with effect from the 1991 year of account;
“run-off account” means a year of account which has not been closed as at the date at which it would normally have been closed in accordance with the policies and practices generally adopted in respect of the syndicate concerned;
[“run-off account report” means a report referred to in paragraph 25(1)(b);]
NOTE
“run-off account result” means, in relation to an annual report, the amount payable or receivable at the reference date, in respect of a run-off account to which the annual report relates, to or from the underwriting member or members for whom the annual report is prepared;
[“run-off decision” means a decision referred to in paragraph 25(3);]
NOTE
“run-off manager” has the meaning given to it in paragraph 1(a) of the Underwriting Agents Byelaw (No. 4 of 1984, 101);
“standard agency agreement” has the meaning given to it in paragraph 1 of the Agency Agreements Byelaw (No. 1 of 1985, 304);
“standard managing agent’s agreement” means: (a) in relation to any member, the standard managing agent’s agreement (general) (as defined in the Agency Agreements Byelaw (No. 8 of 1988, 310)); and (b) in relation to a corporate member, the standard managing agent’s agreement (corporate member) (as defined in the Agency Agreements Byelaw (No. 8 of 1988, 310));
“standard sub-agency agreement” has the meaning given to it in paragraph 1 of the Agency Agreements Byelaw (No. 1 of 1985, 304);
“stock lending arrangement” means an arrangement mentioned in section 129(2) of the Income and Corporation Taxes Act 1988, and any reference to a “loan” of investments pursuant to such an arrangement means a transfer mentioned in sub-section (2) from the person there referred to as “C” to the person there referred to as “B”, and “lend” and “lent” shall be construed accordingly;
“substitute agent” means a person appointed to act as agent for an underwriting member under the byelaw entitled “Substitute Agents” (No. 20 of 1983, 300);
“syndicate” means a group of [members of Lloyd’s or a single corporate member underwriting insurance business at Lloyd’s through the agency of a managing agent to which a particular syndicate number is assigned by or under the authority of the Council;]
“syndicate allocated capacity” means, in relation to a syndicate, the aggregate of the member’s syndicate premium limits of all the members for the time being of the syndicate;

“syndicate auditor” means, in relation to a syndicate, the person for the time being holding the office of syndicate auditor under Lloyd’s Acts 1871 to 1982 and the byelaws made thereunder;
[“syndicate auditor’s opinion” means an opinion referred to in paragraph 26;]
NOTE
“underwriting balance” means net premiums plus any premiums received in respect of the reinsurance to close a previous year of account less net claims as stated in an underwriting account for an open year of account;
“underwriting result” means net premiums plus any premiums received in respect of the reinsurance to close a previous year of account less net claims and reinsurance to close as stated in an underwriting account for a closed year of account.
NOTE
2. Closed years of account
  For the purposes of this byelaw a year of account of a syndicate shall be treated as being closed at the time as from which reinsurance to close that year of account takes effect; and a year of account shall be treated as open until it is closed.
3. Construction of references to syndicates
  (1) For the purpose only of construing any provision of the Lloyd’s syndicate accounting rules the several groups of underwriting members of which in different years a particular syndicate number is assigned by or under the authority of the Council shall be treated as the same syndicate, notwithstanding that they may not comprise the same underwriting members with the same individual participations.
  (2) In the Lloyd’s syndicate accounting rules, except where it is expressly otherwise provided, references to assets or liabilities of a member of a syndicate, or to anything
done by or to a member of a syndicate or by or to any person on his behalf, shall be construed as references to assets or liabilities employed or incurred by him, or to things done by or to him or such other person on his behalf, in the course of or in relation to the underwriting business carried on by him through that syndicate.
  (3) Where a managing agent manages two or more syndicates which comprise the same underwriting members with the same individual participations, those syndicates may for the purposes of the Lloyd’s syndicate accounting rules be grouped together and treated as a single syndicate.
4. Former underwriting members and personal representatives, etc.
  Except where the context otherwise requires:
	(a)	references in the Lloyd’s syndicate accounting rules to an underwriting member or to a member of a syndicate include a person who was at any relevant time an underwriting member or a member of that syndicate (as the case may be); and
	(b)	references in the Lloyd’s syndicate accounting rules to an underwriting member or to a member of a syndicate include references to his personal representatives, trustee in bankruptcy, curator bonis, receiver or committee or any other person by law entitled or bound to administer his affairs.
5. Construction of references to managing agents
  (1) A managing agent is an “associated managing agent” in relation to another managing agent (and such other managing agent is an “associated managing agent” in relation to it) for the purposes of this byelaw if:
	(a)	that managing agent is a related company of the other managing agent; or
	(b)	any of the following persons:
	(i)	that managing agent; or
	(ii)	any director of or partner in that managing agent; or
	(iii)	any related company of that managing agent; or
	(iv)	any director of such related company; or
	(v)	any person who controls that managing agent;
		controls the other managing agent.
  (2) For the purpose of sub-paragraph (1):
	(a)	a person controls a body corporate if, either alone or with any associate or associates, he is entitled to exercise or control the exercise of, one-third or more of the voting power at any general meeting of the body corporate or another body corporate of which it is a subsidiary; and
	(b)	a person controls a partnership if:
	(i)	the partners are accustomed to act in accordance with instructions or directions given by him, either alone or with those of any associate or associates (other than by reason only that they act on advice given in professional capacity); or
	(ii)	either alone, or with any associate or associates, he is entitled to exercise, or control the exercise of, one-third or more of the voting power at any meeting of the partners.
  (3) In sub-paragraph (2) “associate” in relation to any person, means that person’s spouse or minor child or minor step-child, any body corporate of which that person is a director, any person who is an employee or partner of that person and, if that person is a body corporate, any subsidiary of that body and any employees of any such subsidiary.
Schedule 2—Additional Provisions About Accounting Records [Paragraph 3]
  1. Without limiting the generality of paragraph 3(2) and (3) of this byelaw, the accounting records shall contain:
	(a)	entries from day to day of all sums of money received and expended by the managing agent for the account of the members of the syndicate and the matters in respect of which the receipt or expenditure took place;
	(b)	entries from day to day, identified by year of account and by class of business, of transactions processed which affect the underwriting balance;
	(c)	a record of the assets and liabilities of the members of the syndicate;
	(d)	calculations and other relevant information relating to each reinsurance to close and each amount retained to meet known and unknown liabilities;
	(e)	cover notes and wordings of all contracts of reinsurance effected for the benefit of the members of the syndicate;
	(f)	every reinsurance résumé prepared under paragraph 5 of the byelaw in respect of the syndicate; and
	(g)	every statement of policy as to the allocation of syndicate expenses prepared under paragraph 6 of the byelaw.
  2. Separate accounting records shall be maintained in respect of each prescribed currency in which transactions entered into for the account of the members of the syndicate are denominated; and for this purpose “prescribed currency” means sterling, United States dollars, Canadian dollars and such other currencies as may from time to time be prescribed for this purpose by the Council.
  3. (1) All accounting records which a managing agent is required by the Lloyd’s syndicate accounting rules to keep shall be preserved by it for not less than the appropriate period; and for this purpose “the appropriate period” means, in relation to any such accounting records, the period for which a prudent underwriting agent in the position of the managing agent would consider it necessary to preserve those accounting records in order properly:
	(a)	to fulfil its obligations to underwriting members for whom it acts as underwriting agent at Lloyd’s; and
	(b)	to comply, and to enable those underwriting members to comply, with all applicable requirements of the Lloyd’s syndicate accounting rules and of the Insurance Companies Act 1982 and regulations made thereunder.
  (2) Without prejudice to the generality of sub-paragraph (1), such accounting records shall be preserved:
	(a)	in the case of a contract of insurance which is effected by the assured otherwise than for the purposes of a business carried on by him, and in respect of which the assured instructs the Lloyd’s broker or other intermediary, or otherwise places the contract, from an address of the assured within the United Kingdom, for not less than 15 years after the latest of:
	(i)	the expiry of the insurance;
	(ii)	the final settlement of the latest claim made under the contract; and
	(iii)	the final adjustment (where applicable) of any premiums paid in respect of the contract;
	(b)	in the case of any other contract of insurance:
	(i)	in the case of records relating to claims, for not less than 15 years after the final settlement of the latest claim made under the contract; and
	(ii)	in any other case, for not less than 80 years after the contract is effected.
Schedule 3—Fundamental Principles and Statements of Accounting Policies [Paragraph 10]
  1. Items which affect more than one year of account shall be accounted for so as to ensure a treatment which is equitable as between the members of the syndicate affected; and in particular the amount charged by way of premium in respect of reinsurance to close shall, where the reinsuring members and the reinsured members are members of the same syndicate for different years of account, be equitable as between them, having regard to the nature and amount of the liabilities reinsured.
  2. Accounting policies shall be applied so as to ensure uniform treatment of like items in respect of each year of account and shall be applied consistently throughout each year of account and from one year of account to the next.
  3. The amount of any item included in an underwriting account for a closed year of account or run-off account shall be determined on a prudent basis.
  4. All income and charges relating to a closed year of account or run-off account shall be taken into account in the underwriting account prepared in respect of that year of account, without regard to the date of receipt or payment.
  5. Underwriting accounts shall be prepared on a cash receipts and payments basis for open years of account other than run-off accounts save that reinsurance recoveries due but not received in respect of claims paid shall also be taken into account.
  6. Premiums and claims in respect of insurance contracts underwritten by members of the syndicate shall be allocated to the year of account corresponding to the calendar year in which the contract incepts, except as follows:
	(a)	premiums and claims in respect of insurance contracts underwritten under a binding authority, line slip or consortium arrangement shall be allocated to the year of account corresponding to the calendar year of inception of the binding authority, line slip or consortium arrangement;
	(b)	premiums and claims in respect of insurance contracts of which the inception date is unknown at the date when the contract is concluded shall be allocated to such year of account as the lead underwriter shall specify;
	(c)	premiums and claims in respect of insurance contracts underwritten by provisional insurers for which there are subsequently no other definitive insurers shall be allocated in such a way as to be equitable as between the members of the syndicate concerned [;
	(d)	premiums and claims either in respect of intra-syndicate or transfer of assets reinsurance to close contracts.]
	
NOTE
  7. Syndicate operating expenses shall be allocated to the year of account for which they are incurred.
  8. Without prejudice to the generality of paragraph 10(5) of the byelaw, every annual report shall include a statement of the following policies (or such of them as may be applicable to the syndicate concerned):
	(a)	the number of years for which each year of account of the syndicate is normally to be kept open;
	(b)	the basis on which premiums and claims (including any related reinsurance premiums and recoveries) are allocated to a particular year of account;
	(c)	the basis on which underwriting transactions are included in a particular underwriting account;
	(d)	the basis on which premiums, claims and anticipated losses on open years of account are treated;
	(e)	the year of account into which the reinsurance to close each year of account is effected;
	(f)	the basis on which investment income and investment appreciation or depreciation are computed and are apportioned over different years of account, and the reasons for any changes in that basis;
	(g)	the basis of translation of foreign currency items;
	(h)	the basis on which U.K. taxation is provided; and
	(i)	the basis on which U.S. and Canadian taxation is charged in the personal accounts.
  9. Where there is a change in any of the principal accounting policies adopted in relation to a syndicate, the nature and effect of the change shall be stated in every subsequent annual report which includes an underwriting account in respect of a
relevant year of account; and for the purposes of this paragraph “relevant year of account” means a year of account in respect of which an underwriting account has previously been prepared under the principal accounting policies adopted before the change.
Schedule 4—Additional Provisions About Form and Content of Annual Reports [Paragraphs 4, 8, 10]
Part I—Underwriting Accounts and Balance Sheets
Section A—General Rules
  1. Subject to the following provisions of this Part of this Schedule:
	(a)	every underwriting account included in an annual report shall show the items listed in the underwriting account format set out in paragraph 5 of this Schedule; and
	(b)	every balance sheet included in an annual report shall show the items listed in the balance sheet format set out in paragraph 16 of this Schedule,
in either case in the order and under the headings and sub-headings given in the relevant format.
  2. Any item required in accordance with paragraph 1 to be shown in an underwriting account or balance sheet may be shown in greater detail than so required.
  3. An underwriting account or balance sheet may include an item representing or covering the amount of any asset or liability, income or expenditure not specifically covered by any of the items listed in the underwriting account or balance sheet format.
  4. Subject to the provisions of this Schedule, amounts in respect of items representing income or assets may not be set off against amounts in respect of items representing expenditure or liabilities (as the case may be), or vice versa.

Section B—Required Formats
UNDERWRITING ACCOUNTS
[5. Format of underwriting accounts
	(1)	The underwriting account format set out below under the heading “Underwriting accounts—General business” shall apply to general business.
	(2)	The underwriting account format set out below under the heading “Underwriting accounts—Long term business” shall apply to long term business.
	Underwriting accounts—General business
	1.	Syndicated allocated capacity
	2.	Gross premiums written (net of brokerage)
	3.	Outward reinsurance premiums
	4.	Net premiums
	5.	Reinsurance to close premiums received from earlier years of account
	6.	Gross claims paid
	7.	Reinsurers’ share
	8.	Net claims
	9.	Reinsurance premiums paid to close the account
	10.	Profit or loss on exchange
	11.	Syndicate operating expenses
	12.	Balance on technical account
	13.	Investment income
	14.	Investment expenses and charges
	15.	Investment gains less losses
	16.	Profit or loss/balance on ordinary activities
	17.	Extraordinary income/charges
	18.	Profit or loss for the closed year of account/balance on open year
	Underwriting accounts—Long term business
	1.	Syndicate allocated capacity
	2.	Gross premiums written (net of brokerage)
	3.	Outward reinsurance premiums
	4.	Net premiums
	5.	Reinsurance to close premiums received from earlier years of account
	5A.	Investment income
	5B.	Gains on the realisation of investments
	5C.	Unrealised gains on investments
	6.	Gross claims paid
	7.	Reinsurers’ share
	8.	Net claims
	9.	Reinsurance premiums paid to close the account
	10.	Profit or loss on exchange
	11.	Syndicate operating expenses
	12.	Sub-total
	13.	Investment expenses and charges
	14.	Losses on the realisation of investments
	15.	Unrealised losses on investments
	16.	Profit or loss/balance on ordinary activities
	17.	Extraordinary income/charges
	18.	Profit or loss for the closed year of account/balance on open year]
NOTE
  6. All the items listed in the format shall be expressed in sterling and, subject to paragraph 10, shall show the cumulative figures as at the reference date in respect of the year of account to which the underwriting account relates.
  7. Subject to paragraph 8(7), a heading or sub-heading corresponding to an item listed in the format shall not be included in an underwriting account if there is no amount to be shown for that item at the reference date in respect of the year of account to which the underwriting account relates.
  8. (1) Every underwriting account, other than the first underwriting account relating to a particular year of account, shall in respect of each item show both the corresponding amount for the same year of account as at the immediately preceding reference date and the transactions for that year of account for the year ending on the reference date.
  (2) Every underwriting account, other than an underwriting account relating to the first year of account of a syndicate, shall in respect of each item shown show the corresponding amount for the immediately preceding year of account.
  (3) The underwriting account prepared in respect of a run-off account as at the reference date at which that run-off account would normally have been closed shall in respect of each item shown show the corresponding amount for the immediately preceding year of account and shall state whether the immediately preceding year of account is a run-off account.
  (4) Where an analysis of any item of an underwriting account is required by any provision of the Lloyd’s syndicate accounting rules [except paragraphs 11 and 13 of this Schedule] to be given in a note to that underwriting account, the note shall give a like analysis of the corresponding amount for the immediately preceding year of account.
NOTE
  (5) In sub-paragraphs (2), (3) and (4) “the corresponding amount” means the amount which was or would have been shown in respect of the relevant item in an underwriting account prepared in respect of the immediately preceding year of account as at the immediately preceding reference date in accordance with the same requirements and accounting principles as those applicable to the annual report in question.
  (6) Where the corresponding amount required by this paragraph 8 is not comparable with the amount to be shown for the item in question in respect of the year of account and the year ended on the reference date to which the underwriting account relates the former amount shall be adjusted and particulars of the adjustment and the reasons for it shall be given in a note to the underwriting account.
  (7) Paragraph 7 shall not apply in any case where an amount can be shown for the item in question in respect of the year of account immediately preceding that to which the underwriting account relates, and that amount shall be shown under the heading required by the format for that item.
  [8A. Where before the closure of the year of account the managing agent has directed the transfer from the premiums trust funds held on behalf of the members of the syndicate for that year of account to the LATF personal reserve funds of those members, no exchange gain or loss between the date of the transfer and the reference date on the amounts so transferred shall be taken into account in calculating the profit or loss for that year of account.]
NOTE
  [8B. Where the managing agent proposes to charge an amount for actual reinsurance bad debts or a provision for bad or doubtful reinsurance debts in the underwriting account, such amount shall not be treated as a syndicate operating expense and accordingly shall not be shown or included in item 11 in the underwriting account format.]
NOTE
9. Special provisions for open years other than run-off accounts
  An underwriting account prepared in respect of an open year of account [for general business] which is not a run-off account shall show as the balance on the technical account (item 12) the excess of net premiums received over the net claims and syndicate operating expenses paid.
NOTE
10. Special provisions for run-off accounts
  (1) The requirements of paragraphs 5 to 8(1) apply to underwriting accounts prepared in respect of a run-off account with the modifications set out in this paragraph.
  (2) In relation to the underwriting accounts prepared at the date at which the run-off account would normally have been closed under the accounting policy disclosed pursuant to paragraph 8(a) of Schedule 3 to this byelaw:
	(a)	item 9 in the format shall refer to “the amount retained to meet all known and unknown outstanding liabilities”; and
	(b)	items 16 and 18 in the format shall refer to “the result for the…years ended 31 December…for the…run-off account”.
  (3) Every subsequent underwriting account prepared in respect of that run-off account while it remains open shall show the transactions in respect of that run-off account in the year ended on the reference date under the headings listed in the format except that:
	(a)	for items 5 and 9 in the format there shall be substituted “the amount retained to meet all known and unknown outstanding liabilities” at the beginning and at the end of that year respectively;
	(b)	items 16 and 18 in the format shall refer to “the result for the year ended 31 December…for the …run-off account”;
and shall also show the cumulative transactions as at the reference date under the headings listed in the format, with the modifications specified in sub-paragraph (2)(a) and (b).
  (4) In relation to the underwriting account prepared at the date at which that run-off account is closed:
	(a)	item 5 in the format shall refer to “the amount retained to meet all known and unknown outstanding liabilities” at the beginning of the period ended on that date; and
	(b)	items 16 and 18 in the format shall refer to “the result for the…ended…for the…run-off account”.
The underwriting account shall also show the cumulative transactions to the date at which that run-off account is closed under the headings listed in the format, without modification.
11. Particulars of business written
General business
  (1) In the case of every underwriting account, as regards general business, a note to the underwriting account shall disclose the following cumulative amounts:
	(a)	gross premiums written;
	(b)	gross claims paid;
	(c)	gross operating expenses; and
	(d)	the reinsurance balance.
  (2) The amounts required to be disclosed by sub-paragraph (1) shall be analysed between direct insurance and reinsurance acceptances, if reinsurance acceptances amount to 10 per cent. or more of gross premiums written.
  (3) Subject to sub-paragraph (4), the amounts required to be disclosed by sub-paragraphs (1) and (2) with respect to direct insurance shall be further analysed into the following groups of classes:
	(a)	accident and health;
	(b)	motor (third party liability);
	(c)	motor (other classes);
	(d)	marine, aviation and transport;
	(e)	fire and other damage to property;
	(f)	third-party liability;
	(g)	credit and suretyship;
	(h)	legal expenses;
	(i)	assistance; and
	(j)	miscellaneous,
where the amount of gross premiums written in direct insurance for the group in question exceeds 10 million [EUROs].
NOTE
  (4) The note shall in any event disclose the amounts relating to the three largest groups of classes in the syndicate’s business.
12. Long term business
  (1) In the case of every underwriting account of a syndicate through which long term business is written, as regards such business a note to the underwriting account shall disclose:
	(a)	gross premiums written; and
	(b)	the reinsurance balance.
  (2) Subject to sub-paragraph (3):
	(a)	gross premiums written shall be analysed between direct insurance and reinsurance acceptances; and
	(b)	gross premiums written by way of direct insurance shall be analysed:
	(i)	between individual premiums and premiums under group contracts; and
	(ii)	between periodic premiums and single premiums.
  (3) Disclosure of any amount referred to in sub-paragraph (2)(a) or (2)(b)(i) or (ii) shall not be required if it does not exceed 10 per cent. of the gross premiums written or (as the case may be) of the gross premiums written by way of direct insurance.
13. Geographical origin of business
  In the case of every underwriting account, there shall be disclosed as regards both general and long term business the total gross direct insurance premiums resulting from contracts concluded by the syndicate:
	(a)	in the United Kingdom;
	(b)	in any other Member State of the European Community; and
	(c)	in other countries.
14. Syndicate operating expenses
  (1) The following matters shall be stated in respect of syndicate operating expenses in a note to the underwriting accounts:
	(a)	the basis on which expenses incurred by or on behalf of the managing agent (including the active underwriter or run-off manager’s remuneration and related costs) have been charged to the members of the syndicate, including where appropriate details of apportionment between members or groups of members of the syndicate, members of other syndicates and the managing agent;
	(b)	the basis of the allocation or apportionment of expenses to a particular year of account;
	(c)	the cumulative amounts charged to the members of the syndicate by way of syndicate operating expenses in respect of each of the open and the closed years of account as at the reference date relating to:
	(i)	salaries and related costs;
	(ii)	costs of accommodation;
	(iii)	interest payable;
[[…]]
	[ [[(iv)]]	premium charge;]
	[[(iva)	processing costs;
	(ivb)	overseas operating expenses;]]
	(v)	syndicate auditor’s remuneration (whether in respect of audit services or otherwise, analysed correspondingly);
	[[[(vi)	fees of other professional advisers;
	(vii)	charges relating to usage of fixed assets;
	(viii)	regulatory levy;]]]
	[[[(ix)]]]	other expenses (analysed to show any material category of expenses included therein); and
	[[[[(x)]]]	total expenses;
NOTE
	(d)	if the amount shown in respect of (c)(i) for any year of account consists of or includes profit related remuneration as defined below, the aggregate amount of such profit related remuneration and the basis on which it has been determined; and for the purposes of this paragraph 14 “profit related remuneration” means remuneration wholly or partly calculated by reference to, or otherwise varying with, the profits or results of the syndicate (including, in the case of an open year of account, the underwriting or year of account balance) for the relevant year of account;
	(e)	where in relation to the syndicate, or any group of members of the syndicate, the managing agent has not followed the recommendations contained in the Code of Practice for Underwriting Agents on Syndicate Expenses approved by the Council on [6 September 2000] (as for the time being amended), a
		statement of the nature and effect of, and the reasons for, the course of action taken by the managing agent;
NOTE
	(f)	particulars of any expenses
	(i)	allocated or charged to the members, or a group of members, of the syndicate
	(aa)	of an exceptional amount or
	(bb)	of a nature not mentioned in the statement of policy required to be prepared under paragraph 6 of the byelaw in respect of the syndicate and year of account; or
	(ii)	allocated or charged on a basis other than that stated in the statement of policy;
	(g)	the aggregate amount of any remuneration of whatsoever nature paid to, or for the benefit of, the active underwriter or run-off manager during the year ended on the reference date, and charged to the members of the syndicate by way of syndicate operating expenses in respect of any year of account, including salary, fees, any contributions paid in respect of him under any pension scheme and any compensation for loss of office.
  (2) Where a management fee is charged by or on behalf of the managing agent, that fact shall be stated and an estimate of the constituent parts of that fee shall be made so as to provide any information necessary to comply with this paragraph.
15. Additional information to be given in notes to underwriting accounts
The following information shall, if not contained in the relevant underwriting account, be given in a note to that underwriting account:
	(a)	in the case of every underwriting account, an explanation of the basis on which commission and brokerage are charged and an estimate of the average rate of commission and brokerage for each of the main lines of business written by the syndicate;
	(b)	in the case of every underwriting account, the respective amounts charged in the underwriting account for actual bad debts written off and for the movement in provisions for bad debts;
	(c)	in the case of every underwriting account, an analysis of the amount shown in respect of item 9 (“reinsurance premiums paid to close the account” or, in the case of a run-off account, “the amount retained to meet all known and unknown liabilities”), so as to show separately the amount of each of the following items taken into account in assessing the relevant premium or amount:
	(i)	gross notified outstanding claims;
	(ii)	reinsurance recoveries anticipated in respect of (i);
	(iii)	net notified outstanding claims;
	(iv)	provision for gross claims incurred but not reported;
	(v)	reinsurance recoveries anticipated in respect of (iv);
	(vi)	provision for net claims incurred but not reported;
	(vii)	net premium for reinsurance to close the year of account/amount retained to meet all known and unknown liabilities;
		and where any of the items specified in (i) to (vii) includes an exceptional item, the exceptional item shall be shown separately and information sufficient to explain its nature and effect shall be given (and, in particular, where either of the items specified in (ii) or (v) includes an exceptional item the basis on which that exceptional item is valued shall be stated);
	[(d)	in the case of an underwriting account in respect of a year of account which has been or normally would have been closed as at the reference date or earlier, an analysis of the amount shown—
	(i)	as regards general business, in respect of item 12 (“balance on technical account”), before deducting profit or loss on exchange and syndicate operating expenses; and
	(ii)	as regards long term business, in respect of item 12 (“sub-total”), before deducting profit or loss on exchange and syndicate operating expenses and after deducting the respective amounts shown in respect of items 5A, 5B and 5C
		so as to show separately—
	(A)	the amount attributable to business allocated to the year of account to which the underwriting account relates (other than business referred to in (B)); and
	(B)	the amount attributable to business which is included in the underwriting result for that year of account by virtue of reinsurance to close an earlier year of account;]
NOTE
	(e)	in the case of every underwriting account, an analysis of the amounts shown [, as regards general business,] in respect of items 13, 14 and 15, [and, as regards long term business, items 5A, 5B, 5C, 13, 14 and 15,] so as to show separately the amounts of:
NOTE
	(i)	investment income receivable; and
	(ii)	amounts payable or receivable in respect of interest accrued on investments sold or purchased (including any deemed sale and acquisition on a revaluation as at the reference date);
	(f)	in the case of every underwriting account which includes income and gains arising before 1 January 1994:
	(i)	an analysis of the amounts shown in respect of items 13, 14 and 15 so as to show separately the amounts of:
	(aa)	investment appreciation or depreciation relevant for U.K. capital gains tax;
	(bb)	investment appreciation or depreciation on assets exempt from U.K. capital gains tax;
	(ii)	the amount provided for tax in respect of capital gains on the amount shown in respect of item 15 (investment gains less losses) and the method used in calculating such amount or, as the case may be, in determining that no such provision should be made;
	(iii)	where the underwriting account relates to a closed year of account or run-off account in respect of which allowable losses for the purpose of computing tax in respect of capital gains are expected to arise, the amount of such allowable losses;
	(g)	(i)in the case of any syndicate in respect of which separate funds are maintained in relation to different groups of members of the syndicate, a statement of the basis on which any provision for taxation is allocated between those groups;
		(ii)a statement of why (as the case may be) a tax charge is not shown and of the basic rate applicable for amounts of tax deducted at source; and
		(iii)any other information relating to taxation which the managing agent considers appropriate.
	[(h)	in the case of an underwriting account in respect of a year of account which has been or normally would have been closed as at the reference date or earlier:
		(i)an analysis of the amount shown in respect of item 18 (profit or loss for the closed year of account/balance on open year) so as to show separately, expressed in the relevant currency, the proportion thereof attributable to business underwritten in sterling, US dollars and Canadian dollars;
		(ii)where the managing agent expects to distribute profits in a currency other than sterling, an estimate of the aggregate amount expected to be distributed in each currency.]

NOTE
BALANCE SHEETS
16. Format of balance sheets
Assets
1. Financial investments
	(a)	shares and other variable-yield securities and units in unit trusts
	(b)	debt securities and other fixed-income securities
	(c)	participation in investment pools
	(d)	loans guaranteed by mortgage
	(e)	other loans
	(f)	deposits with credit institutions
	(g)	other.
2. Deposits with ceding undertakings
3. Debtors
	(a)	arising out of direct insurance operations
	(b)	arising out of reinsurance operations
	(c)	other.
4. Other assets
	(a)	tangible assets
	(b)	cash at bank and in hand
	(c)	other.
5. Prepayments and accrued income
Liabilities
	[1.	(a)Profit (or loss) for the closed year/balance on run-off account at 36 months/calendar year result for run-off account at 48 months (or subsequent date)
		(b)Uncalled losses at previous reference date on run-off account or earlier closed year of account
	2.	(a)Balances on open years at 12 months or 24 months
		(b)Amounts retained to meet outstanding liabilities of run-off accounts.]
NOTE
3. Deposits received from reinsurers
4. Creditors
	(a)	arising out of direct insurance operations
	(b)	arising out of reinsurance operations (other than item 3 above)
	(c)	amounts owed to credit institutions
	(d)	other creditors (including taxation and social security).
5. Accruals and deferred income
  17. All the items listed in the format shall be expressed in sterling.
  18. Items to which letters are assigned in the balance sheet format set out in paragraph 16 (except for Liabilities items [1(a) and (b)] 2(a) and (b)) may be combined in a balance sheet but the individual amounts of any items so combined shall be disclosed in a note to the balance sheet and any notes required by this Schedule to the items so combined shall be given notwithstanding the combination.
NOTE
  19. (1) Where a balance sheet includes more than one [year of account under any of the headings and sub-headings shown under Liabilities items 1 and 2 in the format, separate amounts shall be shown in respect of each of the years of account concerned under each heading and sub-heading concerned.]
NOTE
  (2) A note to Liabilities items 1 and 2 shall show the profit or loss for the closed year of account and the balances on open years of account or run-off accounts both before and after deduction of personal expenses.
  (3) [Where before the closure of a year of account the managing agent has:
	(a)	directed the transfer from the premiums trust funds held on behalf of the members of the syndicate for that year of account to the personal reserve funds or LATF personal reserve funds of those members; or
	(b)	made a cash call on members of the syndicate for that year of account,
	then:
	(i)	the amount shown for Liabilities item 1(a) in respect of the profit or loss for a closed year of account or the balance on a run-off account at 36 months shall be adjusted for the aggregate amount transferred, or (as the case may be) the aggregate amount of the cash call made, in respect of that year of account;
	(ii)	the heading for that item shall be “Balance on closed year of account/balance on run-off account at 36 months”;
	
	(iii)	the amount shown for Liabilities item 2(a) in respect of the balance on open years of account shall be adjusted for the aggregate amount transferred in respect of that year of account; and
	(iv)	a note to each such item shall give particulars of the transfer or cash call.]
NOTE
  [(4) Where before the closure of a year of account the managing agent has directed the transfer from the premiums trust funds held on behalf of the members of the syndicate for that year of account to the LATF personal reserve funds of those members, the amounts so transferred shall for the purposes of sub-paragraph (3) be translated at the exchange rate applicable at the reference date.]
NOTE
  20. Subject to paragraph 21(3), a heading or sub-heading corresponding to an item listed in the format shall not be included if there is no amount to be included in respect of that item at the reference date.
  21. (1) Every balance sheet, other than that included in the first annual report prepared in respect of a syndicate, shall show the corresponding amount as at the previous 31 December for each item specified in paragraph 16.
  (2) Where the corresponding account is not comparable with the amount to be shown for the item in question in respect of the reference date to which the balance sheet relates, the former amount shall be adjusted and particulars of the adjustment and the reasons for it shall be given in a note to the balance sheet.
  (3) Paragraph 20 shall not apply in any case where an amount can be shown for the item in question in respect of the 31st December immediately preceding the reference date, and that amount shall be shown under the heading or sub-heading required by the format for that item.
  22. (1) Separate figures shall be given, either in the balance sheet or in a note, in respect of amounts payable or realisable within twelve months of the reference date and amounts payable or realisable thereafter.
  (2) If any liabilities are payable more than five years after the reference date the aggregate amount of each such liability shall be stated in a note, together with the terms of payment and the rate of interest payable, if any.
  23. (1) Details of any amount borrowed for the account of the members of the syndicate during the year ended on the reference date shall be given if the borrowing is material in amount and for a material period, including particulars of any such amounts borrowed from the members of any other syndicate.
  (2) For the purpose of sub-paragraph (1):
	(a)	an amount shall be deemed to be material if it exceeds 5 per cent. of the syndicate allocated capacity for the latest year of account to which the annual report relates; and
	(b)	a period shall be deemed to be material if it exceeds 14 days.
  24. Amounts included in Assets items 2 and 3 (deposits with ceding undertakings and debtors) shall be stated after making adequate provision for bad and doubtful debts, and shall be analysed in a manner appropriate to the circumstances of the syndicate.
  25. If any of the assets included in the balance sheet is subject to any mortgage or charge, that fact shall be stated in the annual report.
26. Stock lending
  Where during the year ended on the reference date investments comprised in premiums trust funds held on behalf of any members of the syndicate have been lent in pursuance of any stock lending arrangement the annual report shall state:
	(a)	the highest maximum limit specified during that year by the directors of or partners in the managing agent on the aggregate amount of all such loans for the time being remaining outstanding; and
	(b)	the aggregate amount of all such loans remaining outstanding at the reference date.
27. Cash calls
  Where the managing agent has made a request for funds (a “cash call”) of the members of the syndicate in relation to any of the years of account concerned:
	(a)	(i)the amount of a cash call made in relation to a year of account which is open but is not a run-off account at the reference date shall, whether or not fully paid, be included in full in the balance sheet in Liabilities item 2(a) (balances on open years), and disclosed separately in a note to that item identifying the year of account to which it relates and showing the amount of the cash call and the proportion borne by it to the syndicate allocated capacity, expressed as a percentage; and
		(ii)any amount of a cash call referred to in sub-paragraph (i) remaining unpaid shall be included in Assets item 3(c) (other debtors) and disclosed separately in a note to that item, identifying the year of account to which it relates; and
	(b)	the amounts remaining unpaid of a cash call made in relation to a year of account which is closed or is a run-off account as at the reference date shall be included in Assets item 3(c) (other debtors) and shown separately in a note for that item, identifying the year of account to which it relates.
Section C—Valuation of Assets
CURRENT VALUE ACCOUNTING RULES
  28. Subject to paragraphs 33 and 34:
	(a)	the amounts to be included in respect of financial investments shall be determined in accordance with paragraph 30; and
	(b)	the amounts to be included in respect of tangible assets may be determined in accordance with paragraph 31 or the rules set out in paragraphs 36 to 40 (“the historical cost accounting rules”).
  29. The same valuation method shall be applied to all investments included in any item in the balance sheet format which is denoted by a letter.
  30. Financial investments shall be included at their current value calculated in accordance with paragraph 32.
  31. Tangible assets may be shown at their current value or at their current cost.
32. Meaning of “current value”
  (1) Subject to sub-paragraph (5), in the case of investments current value shall mean market value determined in accordance with this paragraph.
  (2) In the case of listed investments, market value shall mean the value on the balance sheet date or, when the balance sheet date is not a Stock Exchange trading day, on the last Stock Exchange trading day before that day.
  (3) Where a market exists for unlisted investments, market value shall mean the average price at which such investments were traded on the balance sheet date or, when the balance sheet date is not a trading day, on the last trading day before that date.
  (4) Where, on the date on which the accounts are drawn up, listed or unlisted investments have been sold or are to be sold within the short term, the market value shall be reduced by the actual or estimated realisation costs.
  (5) All investments other than those referred to in sub-paragraphs (2) and (3) shall be valued on the basis which has prudent regard to the likely realisable value.
33. Application of the depreciation rules
  (1) Where the value of any tangible asset is determined in accordance with paragraph 31 that value shall be, or (as the case may require) be the starting point for determining, the amount to be included in respect of that asset in the balance sheet, instead of its cost or any value previously so determined for that asset; and paragraphs 36 to 40 shall apply accordingly in relation to any such asset with the substitution for any reference to its cost of a reference to the value most recently determined for that asset in accordance with paragraph 31.
  (2) The amount of any provision for depreciation required in the case of any asset by paragraph 37 or 38 as it applies by virtue of sub-paragraph (1) is referred to in sub-paragraph (3) of this paragraph as the “adjusted amount”, and the amount of any provision which would be required by that paragraph in the case of that asset according to the historical cost accounting rules is referred to as the “historical cost amount”.
  (3) Where sub-paragraph (1) applies in the case of any asset the amount of any provision for depreciation in respect of that asset included in any item shown in the underwriting account in respect of amounts written off assets of the description in question may be the historical cost amount instead of the adjusted amount, provided that the amount of any difference between the two is shown separately in the underwriting account or in a note thereto.
34. Additional information to be provided
  (1) This paragraph applies where the amounts to be included in respect of assets covered by any items shown in an underwriting account or balance sheet have been determined in accordance with paragraph 30 or 31.
  (2) The items affected and the basis of valuation adopted in determining the amounts of the assets in question in the case of each such item shall be disclosed in a note to the balance sheet.
  (3) The purchase price of investments valued in accordance with paragraph 30 shall be disclosed in a note to the balance sheet.
  (4) In the case of each balance sheet item valued in accordance with paragraph 31 either:
	(a)	the comparable amounts determined according to the historical cost accounting rules; or
	(b)	the differences between those amounts and the corresponding amounts actually shown in the balance sheet in respect of that item,
shall be shown separately in the balance sheet or in a note thereto.
  (5) In sub-paragraph (4), references in relation to any item to the comparable amounts determined as there mentioned are references to:
	(a)	the aggregate amount which would be required to be shown in respect of that item if the amounts to be included in respect of all the assets covered by that item were determined according to the historical cost accounting rules; and
	(b)	the aggregate amount of the cumulative provisions for depreciation or diminution in value which would be permitted or required in determining those amounts according to those rules.
HISTORICAL COST ACCOUNTING RULES
35. Preliminary
  Subject to paragraphs 28 to 34, the amounts to be included in respect of all items shown in an underwriting account or a balance sheet shall be determined in accordance with the rules set out in paragraphs 36 to 40.
  36. Subject to any provision for depreciation or diminution in value made in accordance with paragraph 37 or 38, the amount to be included in respect of any asset in the balance sheet format shall be its cost.
  37. In the case of any tangible asset included in the balance sheet which has a limited useful economic life, the amount of:
	(a)	its cost; or
	(b)	where it is estimated that any such asset will have a residual value at the end of the period of its useful economic life, its cost less that estimated residual value,
shall be reduced by provisions for depreciation calculated to write off that amount systematically over the period of the asset’s useful economic life.
  38.(1) This paragraph applies to any asset included under Assets items 1 (financial investments) or 4(a) (tangible assets).
  (2) Where an asset to which this paragraph applies has diminished in value, provisions for diminution in value may be made in respect of it and the amount to be included in respect of it may be reduced accordingly; and such provisions which are not shown in the underwriting account shall be disclosed (either separately or in aggregate) in a note thereto.
  (3) Provisions for diminution in value shall be made in respect of any asset to which this paragraph applies if the reduction in its value is expected to be permanent (whether its useful economic life is limited or not), and the amount to be included in respect of it shall be reduced accordingly; and any such provisions which are not shown in the underwriting account shall be disclosed (either separately or in aggregate) in a note thereto.
  (4) Where the reasons for which any provision was made in accordance with sub-paragraph (1) or (2) have ceased to apply to any extent, that provision shall be written back to the extent that it is no longer necessary; and any amounts written back in accordance with this sub-paragraph which are not shown in the underwriting account shall be disclosed (either separately or in aggregate) in a note thereto.
  39. (1) This paragraph applies to assets included under Assets items 3(a), (b) and (c) (debtors) and 4(b) (cash at bank and in hand) in the balance sheet.
  (2) If the net realisable value of an asset to which this paragraph applies is lower than its cost the amount to be included in respect of that asset shall be the net realisable value.
  (3) Where the reasons for which any provision for diminution in value was made in accordance with sub-paragraph (2) have ceased to apply to any extent, that provision shall be written back to the extent that it is no longer necessary.
  40. The cost of an asset that has been acquired by the members of the syndicate shall be determined by adding to the actual price paid any expenses incidental to its acquisition.
Part 2—Other Information to Be Given In Annual Reports
41. Special provisions relating to syndicates underwriting long term business
  Every annual report prepared in respect of a syndicate through which long term business is underwritten shall include a note containing the following information:
	(a)	the name and qualifications of the actuary who calculated the amount as at the reference date of the liabilities of the member of the syndicate for whom the annual report is prepared (“the relevant member”);
	(b)	particulars of the basis on which the calculation referred to in (a) above was made, and of the assumptions made by the actuary; and
	(c)	(i)particulars of any material difference between the amount, as at the reference date, of the liabilities of the relevant member arising out of insurance business underwritten through the syndicate and allocated to the year of account closed at the reference date, as calculated by the actuary, and the premium in respect of the reinsurance to close that year of account; or
		(ii)where any liabilities of the relevant member have at the reference date been transferred from one year of account to another otherwise than by reinsurance to close, particulars of any material difference between the premium in respect of that transfer and the amount of the liabilities so transferred, as calculated by the actuary.
Disclosure of Interests
42. Syndicate transactions
  (1) The annual report shall include such particulars as will give a fair presentation of all transactions and arrangements entered into at any time by the managing agent for the account of or otherwise concerning the members of the syndicate for any year of account open at any time during the year ending on the reference date in which:
	(a)	the managing agent;
	(b)	any related company of the managing agent; or
	(c)	any executive of the managing agent;
had, directly or indirectly, a material interest.
  (2) If there are no such transactions or arrangements, the annual report shall state that fact.
  (3) For the purposes of this paragraph, “managing agent” includes any other underwriting agent which managed the syndicate at any time during the period to which this paragraph refers.
   (4) For the purposes of this paragraph:
	(a)	an individual shall be treated as having an interest in any transaction or arrangement in which a person connected with him has an interest;
	(b)	a person who is a director of or shareholder in a body corporate shall be treated as having an interest in any transaction or arrangement in which that body corporate has an interest; and
	(c)	a person who is a partner in a partnership shall be treated as having an interest in any transaction or arrangement in which that partnership has an interest;
whether or not, in any such case, that person would otherwise be treated as having an interest in the transaction or arrangement in question.
  (5) For the purposes of this paragraph a person is connected with an individual if that person:
	(a)	is the individual’s spouse, dependant, minor child or minor step-child;
	(b)	stands to the individual in any other relation or has with the individual any other connection (whether or not similar to one specified in (a)) such that, in considering whether or not the individual has an interest in any transaction or arrangement, his interests cannot reasonably be regarded as independent of those of that person; or
	(c)	is a person acting in his capacity as the trustee of any trust (not being a trust the objects of which are exclusively charitable) the objects of which include the individual or any person specified in (a) or (b).
  (6) For the purposes of this paragraph:
	(a)	a person shall not be treated as having an interest in a transaction or arrangement by reason only that he participates in it, or that it concerns him, as a member of the syndicate in respect of which the annual report is prepared;
	(b)	an interest of a managing agent or of a related company of a managing agent shall be treated as material if, but only if, a reasonable underwriting member might regard it (whether on its own or in conjunction with any other interest) as something which might influence the managing agent in the performance of its duties as such;
	(c)	an interest of an executive of a managing agent shall be treated as material if, but only if, a reasonable underwriting member might regard it (whether on its own or in conjunction with any other interest) as something which might influence the executive while acting as such; and
	(d)	the annual report shall not be regarded as giving a fair presentation of any transaction or arrangement in which a person has a material interest unless it specifies the name of the person having the interest and contains information (including financial information) sufficient for a proper understanding of:
	(i)	the nature and effect of the transaction or arrangement;
	(ii)	the nature and extent of the interest; and
	(iii)	whether and if so to what extent the terms of the transaction or arrangement, or the consideration given by any party thereto, differ from those which it is reasonable to expect could have been obtained in the case of a like transaction or arrangement entered into at arm’s length and in the absence of such a material interest.
  (7) References in this paragraph to a transaction or arrangement do not include any transaction which took place, or any arrangement which ceased to have effect, before 1 January 1981.
43. Service companies
  Without prejudice to the generality of paragraph 42, the annual report shall include the following particulars in respect of any company or body of persons carrying on insurance business as principal or agent (in this paragraph 43 “service company”) standing in such relation to the managing agent of the syndicate as to be subject to the restrictions imposed by paragraph 2 of the Related Parties Byelaw (No. 2 of 1986, 306) and at any time providing, or intending to provide, services on behalf of or for the benefit of the syndicate:
	[(a)	the name of the service company;
	(b)	a description of the business of the service company;
	(c)	the premium income of the syndicate arising from insurance business placed through the service company expressed as a percentage of the total premium income of the syndicate from all sources;]
	[(d)]	the nature and extent of the interest of the managing agent (and of any person whose interests are pursuant to paragraph 5 of that byelaw to be taken to be those of the managing agent) in that service company, or in any related company thereof, at any time during the year ended on the reference date;
	[(e)]	the nature and amount of any sums received by the managing agent from the service company during the year ended on the reference date analysed so far as possible between sums received in respect of services provided by the service company on behalf of or for the benefit of the syndicate and sums received otherwise;
	[(f)]	the arrangements whereby the managing agent proposes to account to the members of the syndicate for any profit receivable by the managing agent from the service company or otherwise howsoever arising for the benefit of the managing agent after the reference date in respect of services provided by the service company on behalf of or for the benefit of the syndicate or whereby the managing agent has obtained or proposes to obtain their agreement to its retention of such profit; and
	[(g)]	the nature and amount of remuneration or other benefits received during the year ended on the reference date by any executive of the managing agent for acting as a director, partner or officer of the service company,
NOTE
44. Consortium underwriting
  Without prejudice to the generality of paragraph 43, where for any year of account of the syndicate open at any time during the year ending on the reference date the syndicate has participated in a consortium the annual report shall include:
	[(a)	the name of the consortium;
	(b)	the name of the consortium leader;
	(c)	a description of the business of the consortium;
	(d)	the premium income of the syndicate arising from its participation in the consortium expressed as a percentage of the total premium income of the syndicate from all sources;]
	[(e)]	for each year of account concerned a statement of the basis on which risks are allocated as between the syndicate and other members of the consortium;
	[(f)]	particulars of any commission, fees or other remuneration received or receivable by the managing agent or any underwriter employed by it from members of the consortium other than the syndicate in relation to the affairs of the consortium; and
	[(g)]	confirmation that the fully informed written agreement of the members of the syndicate to the managing agent’s or underwriter’s receipt of such commission was given before the consortium commenced business.
NOTE
45. The Seven Year Summary
  (1) In this paragraph the “relevant years of account” are the year of account which in accordance with the accounting policy stated under paragraph 8(a) of Schedule 3 to this byelaw has been or (as the case may be) normally would have been closed at the reference date of the annual report, and the six next preceding years of account.
  (2) In this paragraph “illustrative share” means £10,000 or such other amount as the Council may from time to time prescribe.
  (3) In order to comply with sub-paragraph (4)(o) and (p), the managing agent shall make an estimate of the profit commission and the personal expenses, including the managing agent’s salary or fee, which might be expected to have been charged to a member of the syndicate whose member’s syndicate premium limit for each of the relevant years of account was equal to the illustrative share (respectively, the “illustrative managing agent’s profit commission” and the “illustrative personal expenses”), together with the net profit or loss for such a member for each relevant year of account. In estimating the amount which might be expected to have been charged by way of managing agent’s salary or fee or profit commission the managing agent shall disregard
	(a)	any minimum limit on the amount of such salary or fee chargeable to any member of the syndicate and
	(b)	the effect of Part B of Schedule 1 to the standard managing agent’s agreement (deficit clauses).
  (4) The seven year summary shall specify the amount of the illustrative share, shall show in tabular form for each of the relevant years of account:
	(a)	the syndicate allocated capacity;
	(b)	the number of members of the syndicate; and
	(c)	the aggregate net premiums;
and shall show in tabular form the amount applicable, for each of the relevant years of account, to a member of the syndicate whose member’s syndicate premium limit was equal to the illustrative share, in respect of the following items:
	(d)	gross premiums (expressed both as a monetary amount and as a percentage of the illustrative share);
	(e)	net premiums (expressed both as a monetary amount and as a percentage of the illustrative share);
	(f)	premium for the reinsurance to close an earlier year of account;
	(g)	net claims;
	(h)	premium for reinsurance to close the year of account,
	(i)	in the case of run-off accounts only, the amount retained to meet net outstanding liabilities,
	(j)	profit or loss on exchange;
	(k)	syndicate operating expenses;
	(l)	net underwriting result or balance, or balance on technical account (as the case may be), (expressed both as a monetary amount and as a percentage of gross premiums);
	(m)	investment income less investment expenses and charges and investment gains less losses;
	(n)	profit or loss on ordinary activities;
	(o)	illustrative managing agent’s profit commission;
	(p)	illustrative personal expenses; and
	(q)	profit or loss on ordinary activities after illustrative managing agent’s fee and profit commission and illustrative personal expenses.
  (5) Subject to sub-paragraph (6), all information required for the seven year summary shall be derived from the figures reported in the underwriting accounts included in the audited annual reports in respect of the relevant years of account.
  (6) The figures shall be expressed on a consistent basis. If there have been changes in accounting policies in the period covered by the seven year summary, then the figures for all years of account prior to the changes shall, so far as reasonably possible, be adjusted to comply with the most recent accounting policies. The nature of any such adjustments, and the extent to which the reasons for which any figure has not been fully adjusted, shall be explained in a note.
  (7) Where the funds of any sub-group or sub-groups of members of a syndicate are administered separately from the funds of other members, the requirements of this paragraph shall be applied so as to show the separate administration of funds for each such sub-group.
  (8) Where any of the years of account in the seven year summary remains open information shall be included on the basis of the cumulative transactions to date as shown in the relevant underwriting accounts and the balance carried forward to meet net outstanding liabilities shall be incorporated in the summary. The summary shall state clearly that the year of account in question has not been closed.
46. Calendar year investment yield
  (1) Every annual report shall include a note containing the information specified in the following provisions of this paragraph.
  (2) In this paragraph “syndicate funds” and “syndicate investments” mean moneys and investments held by the managing agent for the account of or on behalf of the members of the syndicate.
  (3) The information referred to in sub-paragraph (1) is the following:
	(a)	the average amount of the syndicate funds available for investment during the year ended on the reference date;
	(b)	the aggregate of the amounts shown under items 13, 14 and 15 of underwriting accounts included in the annual report in respect of syndicate investments during that year;
	(c)	the amount specified in (b) expressed as a percentage return on the average amount of the syndicate funds available for investment as specified in (a) (the “calendar year investment yield”);
	(d)	where a material amount of the syndicate funds available for investment is invested in more than one of the prescribed currencies referred to in paragraph 2 of Schedule 2 to this byelaw, an analysis of the calendar year investment yield so as to identify separately the yield attributable to each such currency; and
	(e)	in respect of each item required by the preceding provisions of this sub-paragraph, the corresponding amount for the previous year: and for this purpose “the corresponding amount” means the amount which was or would have been shown in respect of the relevant item in an annual report prepared as at the immediately preceding reference date in accordance with the same requirements and accounting principles as those applicable to the annual report in question.
Schedule 5—Personal Accounts and Syndicate Mapa Accounts [Paragraphs 9, 10]
  1. (1)  Every personal account prepared for an underwriting member shall state the amount of such part of his member’s syndicate premium limit as is not allocated through a MAPA for each closed year of account or run-off account included in the annual report made up to the same reference date and the proportion which that amount bears to the syndicate allocated capacity, expressed as a percentage.
  (2) Every syndicate MAPA account prepared for a members’ agent in respect of a MAPA shall state the aggregate amount of the members’ member’s syndicate premium limits allocated through the MAPA for each closed year of account or run-off account included in the annual report made up to the same reference date and the proportion which that amount bears to the syndicate allocated capacity, expressed as a percentage.
  2. Every personal account shall as a minimum contain the following information in relation to the underwriting member’s participation in the syndicate otherwise than through a MAPA:
	(a)	in respect of each closed year of account to which the personal account relates:
	(i)	the underwriting member’s profit or loss;
	(ii)	the amount charged to the underwriting member by way of underwriting agent’s salary or fee;
	(iii)	the amount of profit commission charged to the underwriting member, and how that profit commission has been calculated;
	(iv)	the amount of the Lloyd’s subscription paid on behalf of the underwriting member;
	(v)	the amount of any contributions to Lloyd’s Central Fund made on behalf of the underwriting member, analysed between contributions made under sub-paragraphs (1) and (5) respectively of paragraph 4 of the Central Fund Byelaw (No. 4 of 1986, 506);
	[(va)	the amount of any contributions to the New Central Fund made on behalf of the underwriting member, analysed between contributions made under paragraphs 4(1) and 4(2) respectively of the New Central Fund Byelaw (No. 23 of 1996, 522);]
	(vi)	the amount of any contribution to the High Level Stop Loss Fund made on behalf of the underwriting member;
	(vii)	any other expenses charged to the underwriting member;
	(viii)	the underwriting member’s result before overseas taxation;
	(ix)	the amount of overseas taxation charged to the underwriting member analysed to show the overseas authority concerned and that authority’s relevant tax years; and
	(x)	the underwriting member’s result after overseas taxation;
	(b)	in respect of each run-off account to which the personal account relates:
	(i)	in the case of the personal account made up to the date at which that run-off account would normally have been closed, the underwriting member’s run-off account result and any amounts charged to or paid on behalf of the underwriting member in respect of the items specified in sub-paragraph (a)(ii) to (vii) and (ix);
	(ii)	in any other case, the underwriting member’s run-off account result and any amounts charged to or paid on behalf of the underwriting member in respect of the items specified in sub-paragraph (a)(ii) to (vii) and (ix) during the year (or, where paragraph 7(3) of the byelaw applies, the period) ended on the reference date; and
	(c)	the underwriting member’s net result.
NOTE
  3. Every syndicate MAPA account shall as a minimum contain like information in relation to the aggregate of the underwriting members’ member’s syndicate premium limits allocated through the MAPA as is required by paragraph 2 in respect of a single underwriting member’s participation otherwise than through a MAPA.
  4. The information required by paragraphs 2 and 3 above may be presented in whatever format the managing agent may consider appropriate including electronic means.
Schedule 6—Managing Agent’s Report [Paragraph 12]
  The managing agent’s report shall include:
	(a)	the names of the persons who, at any time during the relevant period ended on the reference date, were directors of, or partners in, the managing agent or any other underwriting agent which managed the syndicate at any time during the relevant period (and for this purpose “relevant period” means the period for which a year of account of the syndicate is normally to be kept open in accordance with the policies and practices generally adopted in respect of the syndicate);
	(b)	the name of the active underwriter or the run-off manager and, in the case of a new active underwriter or the run-off manager appointed since the previous managing agent’s report was prepared, details of his previous experience;
	(c)	in respect of each person specified in (a) and (b), a statement showing:
	(i)	whether he was a member of the syndicate otherwise than as a participant in a MAPA; and, if so, both
	(ii)	the amount of his member’s syndicate premium limit (in the case of the active underwriter, expressed both as a monetary amount and as a percentage of his allocated overall premium limit); and
	(iii)	details of personal stop loss contracts effected for his benefit in relation to the relevant period and the next following calendar year, including whether the contract covers his participation in the syndicate and, in the case of the active underwriter or run-off manager, the limit, excess, premium paid or payable;
	(d)	the proportions of the closed year profit or loss of the syndicate for the year of account closed as at the reference date and the two preceding years of account attributable respectively in aggregate to working members employed by the managing agent, other working members and external members;
	(e)	the proportions of such part of the syndicate allocated capacity for the two most recent years of account open at the reference date and the following year of account as is not allocated through a MAPA attributable respectively in aggregate to working members employed by the managing agent, other working members and external members;
	(f)	particulars of any change as between such years of account in the member’s syndicate premium limit allocated to the syndicate (other than any proportion thereof allocated through a MAPA) by the active underwriter or any of the persons specified in (a);
	(g)	details of all consents granted pursuant to the Related Parties Byelaw (No. 2 of 1986) in force at any time during the period beginning on 1 January of the earliest year of account to which the annual report relates and ending on the reference date;
	(h)	(i)	an explanation of the policy adopted by the managing agent in the investment of funds and the management of investments held for the members of the syndicate during the relevant year and of any proposed change of policy; and
		(ii)	a commentary on the results of such investment and management during the relevant year by reference to the figures shown in the note relating to the calendar year investment yield prepared in accordance with paragraph 46 of Schedule 4 to this byelaw;
		(iii)	a statement whether or not during the year ended on the reference date investments comprised in premiums trust funds held on behalf of any members of the syndicate have been lent in pursuance of any stock lending arrangement;
	(i)	a statement that the reinsurance résumés which have been approved by the directors or partners are available for inspection in accordance with clause 4.2(n) of the standard managing agent’s agreement;
	(j)	details of any major functions which the managing agent has sub-contracted to another person, including in each case the name of the person to whom the relevant function has been sub-contracted;
	(k)	(i)	the name of the syndicate auditor holding office at the date of the annual report;
		(ii)	details of and an explanation of the reasons for any changes which have occurred in the office of syndicate auditor since the date of the previous annual report prepared in respect of the syndicate; and
		[(iii)	a statement of who it intends to propose for appointment as syndicate auditor at the syndicate annual general meeting;]
NOTE
	(l)	the location of the accounting records maintained in respect of the syndicate, if other than the registered office of the managing agent, and any change thereof;
	(m)	where a significant proportion of the syndicate allocated capacity for any year of account to which the annual report made up to the reference date relates is attributable to underwriting members of the syndicate through the agency of the same members’ agent, the name of each such members’ agent and the proportion of the syndicate allocated capacity contributed by it in each such year of account; and for this purpose “significant proportion” means 20 per cent. or such other percentage as may from time to time be prescribed by the Council;
	(n)	particulars of errors and omissions insurance cover held or intended to be obtained by the managing agent in relation to the management and affairs of the syndicate;
	(o)	[the texts of any relevant run-off account report and syndicate auditor’s opinion; and (if it is the case) that managing agent’s report shall also state that there has been no change of view of the syndicate auditor as referred to in paragraph 20I(2).]
NOTE
	(p)	the following information in relation to the business of the managing agent (as shown, where applicable, in the managing agent’s accounts) in respect of each of the financial years ending respectively in the calendar year ended on the reference date and the four preceding calendar years:
	(i)	the aggregate syndicate allocated capacity of all syndicates managed by the managing agent for the year of account corresponding to that calendar year;
	(ii)	the total fees from all such syndicates;
	(iii)	the total expenses associated with the management of such syndicates net of expenses recharged to those syndicates;
	(iv)	the net profit commission income after deducting profit related remuneration (being remuneration wholly or partly calculated by reference to, or otherwise varying with, the profit or results of the managing agent) paid to staff and not charged to the syndicate;
	(v)	other income net of related expenses;
	(vi)	profit before tax;
	(vii)	the net assets of the managing agents and
	[(pa)	in the case of a year of account open for 24 months at the reference date:
	(i)	a forecast of the profit or loss for the closed year, together with a reconciliation of that estimated closed year profit or loss to the balance on the open year shown in the underwriting account in respect of that year of account at the reference date;
	(ii)	the assumptions upon which that forecast is based; and
	(iii)	where the expected outcome is significantly different from that indicated in any report previously sent to members of the syndicate (or, if there is more than one such report, and one sent most recently), an explanation of the expected difference; and;]
NOTE
	(q)	any other matters which the managing agent considers it appropriate to include in its report.
Schedule 7—Underwriter’s Report [Paragraph 12]
  The underwriter’s report shall include:

	(a)	(i)a description of the business underwritten (both gross and net of reinsurance) during the years of account in respect of which underwriting accounts are included in the annual report (including an analysis by reference to the groups of classes of direct business specified in paragraph 11(3) of Schedule 4 and, where it exceeds 10 per cent. of premiums written, reinsurance) and the manner in which the business is accepted;
		(ii)a description of the reinsurance arrangements in force during those years of account, specifying the aggregate amounts of the reinsurance premiums due respectively to other Lloyd’s syndicates, to insurance companies authorised to carry on business in the United Kingdom, to EC companies and to insurance companies which are neither so authorised nor EC companies;
		(iii)a commentary on significant changes in respect of (i) or (ii) (or both) since the last annual report;
	[(aa)	where for any year of account in respect of which underwriting accounts are included in the annual report, some but not all members of the syndicate are authorised under the law of a particular state, province or territory to accept risks in that state, province or territory, a description of any arrangements of the kind referred to in sub-paragraph (i) of paragraph 5(ca) of the standard managing agent’s agreement during each of those years of account;]
NOTE
	(b)	a review of the year of account closed at the reference date, including an explanation of any material surplus or deficiency which has arisen during the year ended on the reference date in respect of business which is attributable to an earlier year of account but which has been reinsured into the year of account closed at the reference date, specifying the earlier year of account concerned;
	[(c)	a review of each open year of account, including the active underwriter’s or run-off manager’s current evaluation of its expected outcome;]
NOTE
	(d)	a commentary on the level of premium income arising out of the business underwritten on behalf of the members of the syndicate in respect of each year of account to which the annual report relates;
	(e)	an outline of likely future developments and an assessment in general terms of their effect on business prospects, including an indication of the categories of business underwritten and to be underwritten during the period of two years following the reference date and comments on any period proposed or anticipated material change during that period in the business to be underwritten or in the reinsurance protection to be effected for the members of the syndiate;
	(f)	the syndicate allocated capacity for the year of account next beginning after the reference date; […] [[and]]
     [[…]]
	(h)	any other matters which the active underwriter or run-off manager considers it appropriate to include in his report.
NOTE
Schedule 8—Multultiple syndicates statements [paragraphs 4, 13]
  1. A multiple syndicates statement prepared in respect of a syndicate under paragraph 7(1)(d)(i) of this byelaw shall in respect of each year of account (other than a run-off account) to which an annual report prepared in respect of the syndicate and having the same reference date relates, and in respect of every syndicate managed by the same managing agent or by an associated managing agent and having a material overlap of business with the syndicate (each such syndicate being referred to hereafter in this sub-paragraph as a “relevant syndicate”), contain the following particulars:
	(a)	the number of the relevant syndicate;
	(b)	the name of the managing agent of the relevant syndicate;
	(c)	a brief description of the business underwritten by the relevant syndicate (including an analysis by reference to such categories of business as the managing agent considers appropriate having regard to the circumstances and the nature of that syndicate);
	(d)	the syndicate allocated capacity of the relevant syndicate;
	(e)	the number of members of the relevant syndicate;
	(f)	the profit or loss applicable, for any closed year of account, to a member of the relevant syndicate whose member’s syndicate premium limit was equal to the illustrative share;
	(g)	
	(i)	the number (if any) of the executives of the managing agent or of any associated managing agent and of the directors of any holding company of the managing agent or of any associated managing agent, who were members of the relevant syndicate;
	(ii)	the aggregate percentage participation of the persons specified in (i) above in the relevant syndicate; and
	(iii)	the aggregate amount of the profit or loss of the relevant syndicate for each closed year of account attributable to the persons specified in (i) above;
	(h)	the particulars required by sub-paragraph 14(d) (profit related remuneration) of Schedule 4 to be stated in notes to the underwriting account in respect of the relevant syndicate.
  2. A multiple syndicates statement prepared in respect of any syndicate in relation to which the Council has granted consent under Part C of the Multiple Syndicates Byelaw (No. 5 of 1989) shall in respect of every year of account to which the corresponding annual report relates contain the following particulars:
	(a)	where the consent was granted under any of paragraph 4, 5, 6 and 7:
	(i)	the identity of the individual, or the description of the class of individuals, in respect of whom the consent was granted;
	(ii)	the number of every syndicate in relation to which the consent was granted;
	(iii)	the names of the managing agents of those syndicates;
	(iv)	the paragraph of the Multiple Syndicates Byelaw under which the consent was granted;

	(v)	the date on which the consent was granted and the dates on which the period for which it was granted begins and (where applicable) ends;
	(vi)	in respect of each of those syndicates the aggregate amount of and the basis of the determination of the remuneration of the individual or class of individuals in respect of whom the consent was granted charged as syndicate expenses to that syndicate (including an analysis between salary, profit related remuneration and benefits in kind); and
	(b)	(i)where the consent was granted under paragraph 4 (business allocated in pre-determined proportions):
	(aa)	the policy adopted by the managing agent or managing agents as to the allocation of business among those syndicates [, and where the proportion in which it is proposed that risks be allocated among the syndicates concerned are other than those of the respective syndicate allocated capacities, the reason for such differences];
	(bb)	a statement whether the policies adopted by the managing agent or managing agents as to reinsuring those syndicates are identical and, if they are not identical, a statement of any material differences between those policies;
	[(bba)	a statement whether the policies adopted by the managing agent or managing agents as to the investment of funds and the management of investments held for the members of those syndicates during the relevant year are identical, and if they are not identical, a statement of any material differences between these policies;]
	(cc)	the syndicate allocated capacity of each of those syndicates;
		(ii)where the consent was granted under paragraph 5 (mirror syndicates):
	(aa)	the policy adopted by the managing agent or managing agents as to the allocation of business among those syndicates; and
	(bb)	a statement whether the policies adopted by the managing agent or managing agents as to reinsuring those syndicates are identical and, if they are not identical, a statement of any material differences between those policies;
NOTE
		(iii)where the consent was granted under paragraph 6(1)(a) (distressed syndicate):
	(aa)	the policy adopted by the managing agent or managing agents as to the allocation of business among those syndicates;
	(bb)	a statement whether the policies adopted by the managing agent or managing agents as to reinsuring those syndicates are identical and, if they are not identical, a statement of any material differences between those policies;
	(cc)	a brief description of the business underwritten by each of those syndicates (including an analysis by reference to such categories of business as the managing agent considers appropriate having regard to the circumstances and the nature of the syndicate);
	(dd)	the syndicate allocated capacity of each of those syndicates;
		(iv)where the consent was granted under paragraph 6(1)(b) (syndicate in run-off):
	the categories of business underwritten by each of those syndicates; or
		(v)where the consent was granted under paragraph 7 (other cases):
	(aa)	the policy adopted by the managing agent or managing agents as to the allocation of business among those syndicates;
	(bb)	a statement whether the policies adopted by the managing agent or managing agents as to reinsuring those syndicates are identical and, if they are not identical, a statement of any material differences between those policies;
	(cc)	a brief description of the business underwritten by each of those syndicates (including an analysis by reference to such categories of business as the managing agent considers appropriate having regard to the circumstances and the nature of the syndicate);
	(dd)	the syndicate allocated capacity and the number of members of each of those syndicates;
	(ee)	in respect of each of those syndicates, the closed year of account profit or loss applicable to a member of the syndicate whose member’s syndicate premium limit was equal to the illustrative share;
	(ff)	in respect of each of those syndicates, the number of executives and employees of the managing agent of any of those syndicates, and of spouses, children or step-children of any of such persons, who are members of that syndicate; and
	(gg)	in respect of each of those syndicates, the aggregate percentage share and aggregate member’s syndicate premium limits of any of the individuals mentioned in (ff) above;
	(hh)	in respect of each managing agent of any of those syndicates, the participation of any of the individuals mentioned in (ff) above, whether by way of any directorship, partnership, contract of employment, or interests in the managing agent.
  3. Where a consent has been granted in relation to the syndicate under the Multiple Syndicates Byelaw (No. 5 of 1989, 311) and particulars are given in the multiple syndicates statement pursuant to any of the following provisions of paragraph 2 above:
	sub-paragraphs (a)(vi); (b)(i); (b)(ii); (b)(iii)(aa)–(cc); and (b)(v)(aa)–(cc), (ff) and (gg);
and in relation to either of the two years of account following the reference date there has been or is expected to be any material change in any of the facts or matters stated in those particulars, the multiple syndicates statement shall give details of such changes or expected changes.
  4. Where a consent has been or is to be sought or has been granted in relation to the syndicate under the Multiple Syndicates Byelaw (No. 5 of 1989, 311) and particulars are not given in a multiple syndicates statement under paragraph 2 above, but are expected to be required to be so given at any time within the next two years following pursuant to any of the provisions of paragraph 2 mentioned in paragraph 3 above, a multiple syndicates statement shall give such details of the particulars intended to be given as the active underwriter can provide at the date on which he signs the underwriter’s report.
Schedule 9—Miscellaneous and Consequential Amendments [Paragraph 24]
[These have all been made to the relevant byelaws.]
327. Run-Off Companies Byelaw No. 2 of 1995, 10 January 1995
COMMENCEMENT
  Paragraphs 2, 3, 17 and 19 come into force on 1 October 1995. The rest come into force on 1 February 1995.
AMENDMENTS
  This byelaw was amended by
Appeal Tribunal Byelaw (No. 18 of 1995)
Loss Review (Revocation) Byelaw No. 16 of 1997)
Premiums Trust Fund and Regulating Trustee Byelaw (No. 22 of 1998)
Underwriting Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Run-Off Companies (Amendment) Byelaw (No. 2 of 2000)
Lloyd’s Policy Signing Office Byelaw (No. 11 of 2000).
EXPLANATORY NOTE
(This note is not part of the byelaw.)
  This byelaw provides for the registration of a body corporate or partnership as an approved run-off company and for the review, renewal and withdrawal of such registration. It also provides that managing agents must delegate their insurance functions and their administration and processing functions (as defined in the byelaw) in respect of longer term run-off accounts (where they are managing more than one such run-off account in respect of any one syndicate) to approved run-off companies. Further, such functions must be delegated in respect of any run-off account where this is the wish of a majority of relevant syndicate members voting in general meeting or where the Council so directs. Managing agents may, however, apply for approval to conduct such work themselves; and they may be granted interim approval in respect of the syndicates they manage when this byelaw comes into force.
  The Council may not grant registration under the byelaw unless satisfied that the applicant is fit and proper to be an approved run-off company.
  The byelaw empowers the Council to impose conditions and make requirements regarding approved run-off companies’ financial and operational resources, and makes provision regarding tendering, accounting and other records, accounts and other reports, audits, reviews and annual returns.
  This byelaw shall come into force in accordance with the provisions of paragraph 24.
For the full text of this byelaw, see Part A, 114.
328. Price Sensitive Information Byelaw No. 19 of 1995, 4 October 1995
COMMENCEMENT
  This byelaw came into force on 4 October 1995.
AMENDMENTS
  This byelaw was amended by
Price Sensitive Information (Amendment) Byelaw (No. 17 of 1997)
Underwriting Agents (Amendment No. 16) Byelaw (No. 15 of 1999).
REVOCATION
  This byelaw was revoked on 6 October 1999 by byelaw No. 16 of 1999.
EXPLANATORY NOTE
(This note is not part of the byelaw)
  This byelaw imposes an obligation on every underwriting agent, Lloyd’s adviser and approved run-off company to adopt a code restricting the freedom of directors and employees to deal in securities by a corporate member of Lloyd’s, an underwriting agent or its parent undertaking. The code adopted must be at least as stringent as the Lloyd’s Model Code. That code prohibits dealings by a person subject to the code during “a close period” running from 1 January each year until the results of all relevant syndicates have been announced and, in any case, unless he has first obtained clearance from his Compliance Officer. In the case of a director, clearance from the Chairman or Board is also required.
329. Conversion and Related Arrangements Byelaw No. 22 of 1996, 5 June 1996
COMMENCEMENT
  This byelaw came into force on 5 June 1996.
AMENDMENTS
  This byelaw was amended by
Syndicate Accounting (Amendment No. 3) Byelaw (No. 8 of 1997)
Conversion and Related Arrangements (Amendment) Byelaw (No. 5 of 1998)
Conversion and Related Arrangements (Amendment No. 2) Byelaw (No. 12 of 1998)
Underwriting Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Assignment of Syndicate Participations (Second Nomination) Byelaw (No. 6 of 2000).
EXPLANATORY NOTE
(This note is not part of the byelaw)
  This byelaw replaces the Transitional and Conversion Arrangements (Corporate Member) Byelaw (No. 9 of 1994).
  The byelaw stipulates that arrangements of the kind to which it applies may only be entered into if they have been previously approved by the Council. The byelaw applies to a number of different kinds of arrangement:
	(a)	transition arrangements under which a corporate member reinsures the open years of another member;
	(b)	an interavailability arrangement;
	(c)	a share swap arrangement under which a member exchanges his prospective participation on a syndicate for the 1997 year of account for qualifying securities;
	(d)	a surrender arrangement under which a member of a syndicate is offered consideration by a managing agent for surrendering his prospective participation.
  The byelaw gives the Council power to impose conditions and requirements to which its approval of any arrangements will be subject. Those conditions and requirements may relate to such matters as the requirement for a sponsor and the form and contents of a document containing an invitation to enter into such an agreement.
The Council of Lloyd’s in exercise of its powers under sections 6(2) and 8(3) of Lloyd’s Act 1982 by special resolution hereby makes the following byelaw.
1. Interpretation
  The provisions of the Schedule to this byelaw (interpretation) shall have effect.
2. Restrictions relating to relevant arrangements
  (1) No member of the Society shall enter into any relevant arrangement other than an approved arrangement.
  (2) A relevant arrangement is an approved arrangement for the purposes of sub-paragraph (1) if that arrangement either:
	(a)	has been approved by the Council for the purposes of this byelaw; or
	(b)	is being entered into pursuant to a conversion scheme which has been approved by the Council for the purposes of this byelaw.
  (3) No underwriting agent, […] or member of the Society shall procure or advise any member of the Society to enter into or otherwise promote an unapproved arrangement.
NOTE
3. Approval of relevant arrangements
  (1) The Council may approve any relevant arrangement or any conversion scheme for the purposes of this byelaw.
  (2) The Council may take into account such matters as it thinks fit in deciding whether to give its approval to a relevant arrangement or a conversion scheme.
4. Transfer agreements
  (1) A transition arrangement may be effected under a transfer agreement in the prescribed form by which a member of the Society agrees to transfer his underwriting business at Lloyd’s (other than that relating to any closed year of account) to a corporate member.
  (2) For the purpose of section 8(3) of Lloyd’s Act 1982, each of a transferor and transferee may respectively place and accept an approved transfer agreement through and from a members’ agent which is a party to that agreement.
  (3) Paragraph 3 of the Agency Agreements Byelaw (No. 1 of 1985, 304), paragraph 5 of the Agency Agreements Byelaw (No. 8 of 1988, 310) and paragraphs 5(6) and 30(2) of the Membership Byelaw shall not prevent a member of the Society or an underwriting agent from entering into an approved transfer agreement.
  (4) No person who is party to an approved transfer agreement shall without the written consent of the Council vary or agree to vary any term of that approved transfer agreement.
  (5) Any agreement or arrangement (whether or not collateral to the approved transfer agreement concerned) which has the effect of varying any term of an approved transfer agreement (whether by altering the discretions, duties, rights or responsibilities of any of the parties or otherwise and including any agreement or arrangement to delay enforcing or not to enforce a term of an approved transfer agreement) shall for the purposes of sub-paragraph (1) be treated as a variation of a term of the approved transfer agreement concerned.
  (6) The Council may vary or amend any of the provisions of any approved transfer agreement by notice in writing to the parties to the agreement concerned.
[4A. Fees
  (1) The Council may prescribe fees to be paid by any person in respect of any relevant arrangement or any conversion scheme.
  (2) Without prejudice to the generality of sub-paragraph (1), the Council may require the payment by any person of such costs and disbursements as the Society may incur relating to:
	(a)	the provision of advice or guidance concerning a relevant arrangement or a conversion scheme or any documentation relating thereto;
	(b)	the review or approval (whether in principle or otherwise) of a relevant arrangement or a conversion scheme or any documentation relating thereto; or
	(c)	any ongoing administration relating to a relevant arrangement or a conversion scheme.]
NOTE
5. Conditions and requirements
  (1) Subject to Lloyd’s Acts 1871 to 1982, the Council may prescribe such conditions and requirements to be satisfied or complied with as a condition of the grant of its approval of a relevant arrangement or a conversion scheme under paragraph 3(1) as it may think fit, and may add to, alter or withdraw any condition or requirement so prescribed.
  (2) Without prejudice to the generality of sub-paragraph (1), any conditions and requirements under that sub-paragraph:
	(a)	may include the requirement for a person to act as the sponsor to the relevant arrangement;
	(b)	may include requirements as to the competence and suitability of such a sponsor;
	(c)	may include requirements as to the manner in which and time by which any application for approval under paragraph 3(1) shall be made;
	(d)	may include the requirement to complete applications, notices and other documents in the prescribed form;
	(e)	may include the requirement to execute and deliver or otherwise become a party to any prescribed form of deed, trust deed, contract, assignment, undertaking, mandate, authority, power of attorney, negotiable instrument or other document or instrument whatsoever;
	(f)	may include requirements as to the preparation of documents containing invitations to enter into relevant arrangements and as to the form and contents of any such document;
	(g)	may include requirements as to the categories of persons to whom any such invitation may be extended;
	(h)	may include requirements relating to the provision of any such certificates, confirmations, declarations, information, opinions or reports relating to any person who is to participate in any relevant arrangement as the Council may prescribe or approve;
	(i)	may include requirements relating to the financial position of any such person;
	(j)	may make provision as to the assets, liabilities and other matters to be taken into account in determining the financial position of any such person, and the extent to which and the manner in which they are to be taken into account, for the purposes of such conditions and requirements;
	(k)	may require any such person to hold assets of such descriptions and in such amounts or of such value as may be specified or determined in accordance with such conditions and requirements;
	(l)	may make provision for ensuring that, in such circumstances and to such an extent as may be specified, the assets of any such person are maintained in such places and held under such terms as may be specified.
  (3) Without prejudice to the generality of sub-paragraph (1), any conditions and requirements prescribed under that sub-paragraph:
	(a)	may impose requirements which are absolute or which are to vary from time to time by reference to such factors as are specified in or determined in accordance with such conditions and requirements;
	(b)	may make different provision for different classes of members of the Society;
	(c)	may make different provision for corporate members and individual members;
	(d)	may specify circumstances in which a member of the Society is to be exempt from any such condition or requirement or may be excused from compliance with any such condition or requirement to such an extent as the Council may think fit;
	(e)	may contain incidental, supplementary and transitional provisions.
  (4) The Council shall have power to:
	(a)	prescribe the form and contents of any document referred to in this byelaw as being in the prescribed form;
	(b)	agree any amendments or variations to the prescribed form of transfer agreement (including any change in the parties thereto);
	(c)	prescribe requirements with respect to the investment of sums received by a transferee under an approved transfer agreement (or any part of them);
	(d)	prescribe dates on which any sums which under the terms of an approved transfer agreement are expressed to be payable on a prescribed date are to be so payable;
	(e)	prescribe requirements with respect to relevant advertisements for the purposes of paragraph 7.
  (5) Any power conferred on the Council by any provision of this byelaw is in addition to, and shall not be construed as limiting or being limited by, any other power of the Council, whether conferred by any other provision of this byelaw or otherwise.
[5A. Appointment of Conversion Official
  (1) The Council may appoint an officer or employee of the Society to supervise compliance with the conditions and requirements prescribed under paragraph 5 and to fulfil the functions specified in those conditions and requirements.
  (2) The person appointed pursuant to sub-paragraph (1) shall have the title of Conversion Official.
  (3) The Conversion Official shall have power:
	(a)	to delegate all, or any, of his powers or duties to one or more other persons;
	(b)	to prescribe the form and content of any document and conditions and requirements to be complied with by any person seeking approval of a relevant arrangement or conversion scheme which are additional to or which vary those prescribed by the Council under paragraph 5;
	(c)	to exercise the powers expressed to be conferred on the Conversion Official pursuant to the conditions and requirements prescribed by the Council under paragraph 5.]
NOTE
6. Ancillary Powers
  (1) In connection with an approved conversion arrangement, the Council may effect, join in effecting or approve any variation or modification of:
	(a)	the trusts, powers and other terms and conditions on or subject to which any money or property constituting funds at Lloyd’s of a member of the Society are or have been held;
	(b)	the requirements of the Council relating to the provision of funds at Lloyd’s and to overall premium limits and member’s syndicate premium limits.
  (2) Without limiting the generality of sub-paragraph (1) above, any variation or modification which the Council effects, joins in effecting or approves under that sub-paragraph may have the effect that:
	(a)	money or other property constituting funds at Lloyd’s of a member of the Society is to be or may be applied in or towards the discharge of liabilities or expenses of a corporate member, whether or not such money or property continues to be applicable in or towards the discharge of liabilities or expenses of the first mentioned member of the Society;
	(b)	money or other property which constitutes or has constituted funds at Lloyd’s of a member of the Society may be treated or taken into account as funds at Lloyd’s of a corporate member for such purposes, in such manner and to such an extent as may be specified.
7. Relevant advertisements
  No underwriting agent […] shall issue, or cause or permit to be issued, a relevant advertisement which does not comply with such conditions and requirements as the Council may prescribe for the purposes of this paragraph.
NOTE
8. Repeal and Amendments
[All these have been effected on the relevant byelaws.]
9. Commencement
  This byelaw shall come into force on 5 June 1996.
Schedule—Interpretation
  1. Unless the context otherwise requires, words and expressions defined in the Membership Byelaw have the same meanings in this byelaw.
  2. In this byelaw, unless the context otherwise requires:
“advertisement” has the meaning given in section 207(2) of the Financial Services Act 1986;
“approved arrangement” has the meaning given in paragraph 2(2) and “approved conversion arrangement” and “approved transfer agreement” shall be construed accordingly;
“closed year of account”, in relation to a transferor, means any year of account of a syndicate for which that transferor was a member of the syndicate which is not an open year of account;
“conversion arrangement” means an interavailability [, reverse interavailability] or transition arrangement;
NOTE
“conversion scheme” means a scheme under which a number of members participate in [the same or] separate conversion arrangements with [the same or] different successor members in substantially the same terms and with the same person as sponsor;
NOTE
“effective date”, in relation to an approved conversion arrangement, means the date specified in that arrangement as the date on which it is to take effect, which shall be 1st January in any year or such other date as the Council may permit;
“interavailable” has the meaning given in paragraph 3 below;
“interavailability arrangement” means an arrangement under which the funds at Lloyd’s of a participant are made interavailable to a corporate member;
“managing agent” means:
	(a)	an underwriting agent which is listed as a managing agent on the register of underwriting agents maintained under the Underwriting Agents Byelaw (No. 4 of 1984, 101); or
	(b)	a person appointed by the Council to act as a managing agent for an underwriting member of Lloyd’s under the Substitute Agents Byelaw (No. 20 of 1983, 300);
“members’ agent” means:
	(a)	an underwriting agent which is listed as a members’ agent on the register of underwriting agents maintained under the Underwriting Agents Byelaw (No. 4 of 1984, 101); or
	(b)	a person appointed by the Council to act as a members’ agent for an underwriting member of Lloyd’s under the Substitute Agents Byelaw (No. 20 of 1983, 300);
“Membership Byelaw” means the Membership Byelaw (No. 17 of 1993, 111);
“open year of account”, in relation to a transferor, means any year of account of a syndicate of which that transferor was a member which has not been closed by reinsurance to close at the effective date;
“participant” means [an individual member] of Lloyd’s (other than the successor member) who takes part in a relevant arrangement;
NOTE
“participation nomination” means a nomination such as is referred to in clause 11A.2 of an agreement in the terms of the standard managing agent’s agreement (general) or standard managing agent’s agreement (corporate member);
“prospective participation” means the amount of the members’ syndicate premium limit with which a [person] will be entitled to participate for the following year of account;
NOTE
“qualifying securities” means securities issued by a successor member or a body corporate which is connected with the successor member in the manner specified in conditions and requirements prescribed pursuant to paragraph 5 of this byelaw;
“relevant advertisement” means any advertisement inviting a member of the Society or a candidate to enter or offer to enter into a relevant arrangement or containing information calculated to lead directly or indirectly to a member of the Society or a candidate doing so;
“relevant arrangement” means any conversion arrangement, share swap arrangement or surrender arrangement;
“reinsurance to close” has the meaning given in paragraph 1 of Schedule 1 to the Syndicate Accounting Byelaw [(No. 18 of 1994, 326)];
NOTE
“requirements of the Council” means any requirement imposed by any byelaw or regulation made under Lloyd’s Acts 1871 to 1982, any condition or requirement imposed or direction given under any such byelaw or regulation, any direction given under section 6 of Lloyd’s Act 1982, any requirement imposed by or under any undertaking given by a member of the Society to Lloyd’s or to the Council and any other requirement imposed or direction given by the Council under Lloyd’s Acts 1871 to 1982; and the phrase “required by the Council” and similar phrases shall be construed accordingly;
[“reverse interavailability” means an arrangement under which the funds at Lloyd’s of a successor member are made interavailable to a participant;]
NOTE
[“second nomination” has the meaning given in the Schedule to the Assignment of Syndicate Participations (Second Nomination) Byelaw (No. 6 of 2000);]
NOTE
“share swap arrangement” means an arrangement under which a [[person]] makes a participation nomination [[and/or a second nomination]] in favour of a corporate member and in consideration [[that person]] receives [cash and/or] qualifying securities;
NOTE
“successor member” means the corporate member in whose favour a participation nomination [[and/or a second nomination]] is made, the funds at Lloyd’s of another member are made interavailable [, the funds at Lloyd’s of which are made interavailable to another member] or which reinsures the open years of another member under a transition arrangement;
NOTE
“surrender arrangement” means an arrangement under which [a person] receives cash or other consideration for surrendering the whole or any part of his prospective participation in circumstances in which:
	(a)	no participation nomination [or second nomination] is made; and
	(b)	either the arrangement is entered into with the managing agent of [the syndicate to which the arrangement relates] or that managing agent agrees to permit another member to underwrite in succession to [that person] without the requirement for a participation nomination [or a second nomination] being made;
NOTE
“transfer agreement” has the meaning given in paragraph 4(1);
“transferee” means in relation to a transfer agreement, the corporate member to whom the transferor’s business is or is to be transferred;
“transferor” means in relation to a transfer agreement, the member of the Society agreeing to transfer his business under that agreement;
“transition arrangement” means an arrangement under which a corporate member reinsures some or all of the open years of a participant;
“unapproved arrangement” means a relevant arrangement other than an approved arrangement;
“underwriting agent” means a managing agent or a members’ agent.
  3. For the purposes of this byelaw, funds at Lloyd’s of a member of the Society are made “interavailable” if any arrangement is made (whether by way of variation or modification of the trusts, powers, terms, conditions and other arrangements under which those funds at Lloyd’s are held or otherwise) which has the effect that instead of providing security solely for the underwriting business at Lloyd’s of that member, those funds at Lloyd’s are held so as to provide security both for the underwriting business at Lloyd’s of that member and for the underwriting business at Lloyd’s of any other member or members of the Society.
330. Core Principles Byelaw No. 34 of 1996, 7 August 1996.
COMMENCEMENT
  This byelaw came into force on 7 August 1996.
AMENDMENTS
This byelaw was amended by
  Core Principles (Amendment) Byelaw (No. 41 of 1996)
  Core Principles (Amendment No. 2) Byelaw (No. 12 of 1997)
  Revocation of Certain Byelaws Byelaw (No. 13 of 1999).
EXPLANATORY NOTE
(This note is not part of the byelaw.)
  This byelaw introduces core principles applicable to all underwriting agents registered pursuant to the Underwriting Agents Byelaw (No. 4 of 1984). The core principles, which were first published by the Lloyd’s Regulatory Board on 2 February 1996, are intended to form a statement of the standards expected of all underwriting agents at Lloyd’s. They do not represent an exhaustive list of the standards expected of an underwriting agent and other requirements set by Lloyd’s must also be observed. Breach of any of the core principles may constitute misconduct under the Misconduct and Penalties Byelaw (No. 30 of 1996).
The Council of Lloyd’s in exercise of its powers under Lloyd’s Act 1982 by special resolution hereby makes the following byelaw.
Interpretation
  1. The provisions of Schedule 1 to this byelaw (interpretation) shall have effect.
Core Principles
  2. The provisions of Schedule 2 to this byelaw (Core Principles for Underwriting Agents) shall have effect and shall apply to:
	(i)	any underwriting agent; and
	(ii)	any registered individual and the core principles shall be read as if the words “a registered individual” stand-in place of “an agent” as the sense permits.
  [2A The Council may from time to time [[make]] codes of practice [[and requirements]] in respect of any matters relating to the Core Principles for Underwriting Agents.
  2B A failure on the part of any underwriting agent or registered individual to observe any provision of any code of practice [[other than requirements]] made pursuant to this paragraph shall not of itself constitute a breach of this Byelaw, but any such failure may in disciplinary proceedings be relied upon by any party to the proceedings as tending to establish or negative any liability which is in question in those proceedings.]
NOTE
Commencement and Application
  3. This byelaw shall come into force on [1 January 1997].
NOTES
Schedule 1—Interpretation
“An underwriting agent” means a person registered to act as an underwriting agent pursuant to the Underwriting Agents Byelaw (No. 4 of 1984, 101).
“A registered individual” means an individual registered under the Individual Registration Byelaw (No. 13 of 1996, 115).
Schedule 2—Core Principles for Underwriting Agents
1. Integrity
  An agent should observe high standards of integrity and deal openly and fairly.
2. Skill, Care and Diligence
  An agent should act with due skill, care and diligence.
3. Market Conduct
  An agent should observe high standards of conduct and should take all reasonable steps to avoid causing harm to the standing or reputation of Lloyd’s.
4. Conduct towards Members
  An agent should conduct the affairs of each of the members for whom it acts in a manner which does not unfairly prejudice the interests of any such member.
5. Information
  An agent should seek from members it advises any information about their circumstances and objectives which might reasonably be expected to be relevant in enabling it to fulfil its responsibilities to them. An agent should also take all reasonable steps to give members it advises or for whom it exercises discretion, in a comprehensible and timely way, any information needed to enable them to make balanced and informed decisions. An agent should also be ready to provide members with a full and fair account of the fulfilment of its responsibilities to them.*
6. Conflicts of Interest
  An agent should seek to avoid any conflict of interest arising, but where a conflict does arise, should make comprehensible and timely disclosure of that conflict and of the steps to be taken to ensure the fair treatment of any members affected. An agent should not unfairly put its own interest above its duty to any members for whom it acts.
7. Assets
  An agent should deal with assets and rights received or held on behalf of a member prudently and in accordance with the terms of any applicable trust deed or agreement with the member.
_____________
  *	This principle does not require an agent to give the member concerned greater rights of access to documents and information than that member has under any agreement with the agent.
8. Financial Resources
  An agent should maintain adequate financial resources to meet its commitments and to withstand the normal risks to which it is subjected.
9. Internal Organisation
  An agent should organise and control its internal affairs in a responsible manner, maintaining proper records and systems for the conduct of its business and the management of risk. It should have adequate arrangements to ensure that staff and others whom it employs are suitable, adequately trained and properly supervised and that it has well-defined compliance procedures.
10. Relations with Lloyd’s
  An agent should deal with Lloyd’s in an open and co-operative manner and keep Lloyd’s promptly informed of anything concerning the agent which Lloyd’s might reasonably be expected to be disclosed to it.
331. Auction Byelaw No. 14 of 1997, 17 April 1997
COMMENCEMENT
  This byelaw came into force on 7 May 1997.
AMENDMENTS
  This byelaw was amended by
Assignment of Syndicate Participations (Second Nomination) Byelaw (No. 6 of 2000), 349.
EXPLANATORY NOTE
(This note is not part of the byelaw)
  This byelaw, which came into force on 17 April 1997, replaces the Syndicate Capacity Allocation (1996) Byelaw (No. 8 of 1996). It empowers the Council to establish arrangements for the holding of auctions in respect of rights to capacity on syndicates for 1997 and following years of account. The arrangements are from time to time prescribed in rules made under the byelaw. The byelaw also makes provision for the appointment of an official with the title of Auction Official to have responsibility for the management and supervision of auctions.
The Council of Lloyd’s in exercise of its powers under section 6(2) of Lloyd’s Act 1982 by special resolution hereby makes the following byelaw.
1. Interpretation
  The Schedule to this byelaw (interpretation) shall have effect.
2. Power to establish Capacity Allocation Scheme
  (1) The Council may establish and maintain a scheme (in this byelaw called a “capacity allocation scheme”) for allocating the opportunity to participate in syndicates for the next following year of account through a process or processes (each such process being in this byelaw called an “auction”) under which, in respect of each syndicate to which the scheme applies:
	(a)	persons who wish to participate in the syndicate for the next following year of account (“subscribers”) submit offers (“subscription orders”) for rights (as defined in sub-paragraph (2)), each such subscription order being made on terms that the subscriber will, if allocated such a right, become liable to make a payment of an amount to be determined in accordance with the terms of the subscription order and the auction rules;
	(b)	persons who are willing to surrender rights (“tenderers”) submit offers (“tender orders”) to surrender those rights, each such tender order being made on terms that the tenderer will become entitled to receive in respect of any rights which may be surrendered a payment of an amount to be determined in accordance with the terms of the tender order and the auction rules;
	(c)	subscription orders and tender orders are matched; and
	(d)	in consequence of such matching:
	(i)	some or all subscribers are allocated rights;
	(ii)	some or all tenderers surrender their rights wholly or to such an extent as will ensure that the aggregate amount of the rights so surrendered is equal to the aggregate amount of the rights allocated under (i) above;
	(iii)	money becomes payable by the subscribers who are allocated rights under (i) above and distributable among the tenderers whose rights are surrendered under (ii) above.
  (2) In sub-paragraph (1):
	(a)	“right” when used in relation to a subscriber means the right to participate in the syndicate for the next following year of account with a member’s syndicate premium limit of an amount specified in the subscription order (or, if he is otherwise entitled to participate in that syndicate for the next following year of account, the right to increase his member’s syndicate premium limit by that amount);
	(b)	references to a person “surrendering a right” shall be construed as references to that person agreeing to reduce, by an amount specified in the tender order submitted by him, the member’s syndicate premium limit with which he would otherwise be entitled to participate in the syndicate;
	(c)	a person (“a deceased person”) who until the time of his death was a member of a syndicate for the current year of account shall be deemed to be a person who is entitled to participate in that syndicate; and
	(d)	references to the submission of a tender order or subscription order by a person shall be taken to include the submission by any intermediary of a tender order or subscription order on his behalf.
  (3) Any capacity allocation scheme may, but need not, involve the making by any person participating in that scheme of a [second nomination or a] nomination under clause 11 A.2 of any agreement in the terms of the standard managing agent’s agreement (general) or standard managing agent’s agreement (corporate member).
NOTE
  (4) Any capacity allocation scheme shall be and is hereby approved pursuant to paragraph 14(2)(a) of the Agency Agreements Byelaw (No. 8 of 1988, 310) for the purposes of paragraph 14(1)(a) of that byelaw as an arrangement for facilitating agreements for such nominations [or for second nominations] to the extent that it involves the making of such nominations [or second nominations].
NOTE
  (5) For the purposes of establishing a capacity allocation scheme, the Council may make rules prescribing or regulating:
	(a)	the arrangements to be established for the purpose of holding auctions;
	(b)	the procedures to be followed by persons wishing to participate in auctions;
	(c)	the basis upon which a members’ agent operating a MAPA may participate in an auction;
	(d)	the manner, time and place in which any auction is to be held;
	(e)	the eligibility of any person to participate in any auction, whether as a subscriber or tenderer or an intermediary, and so that any rules made for such purposes may impose or provide for conditions and requirements to be satisfied or complied with by those persons, which conditions and requirements may:
	(i)	include requirements to complete notices and other documents or to make electronic submissions (including forms of subscription order and tender order) in the prescribed form;
	(ii)	include the requirement to execute and deliver or otherwise become a party to any prescribed form of deed, trust deed, contract, assignment, undertaking, mandate, authority, power of attorney, negotiable instrument or other document or instrument whatsoever;
	(iii)	include requirements relating to the provision of confirmations, declarations or information relating to a person who is to participate in an auction in the prescribed form;
	(iv)	include requirements relating to the compliance of a person who is to participate in an auction with requirements of the Council and obligations arising under any agreements in the terms of the standard managing agent’s agreement (general) or standard managing agent’s agreement (corporate member) to which he is a party, or under any other provision to the like effect contained in any agreement with an underwriting agent to which he is a party;
	(v)	make different provision for different classes of member of the Society; and
	(vi)	make different provision for corporate members and individual members;
	(f)	the ranking of subscription orders and tender orders;
	(g)	the basis on which and manner in which subscription orders and tender orders are to be matched;
	(h)	the basis on which rights are to be allocated to subscribers and money distributed among tenderers under paragraph 2(1)(d), and in particular the circumstances and manner in which subscription orders and tender orders may be scaled down;
	(i)	the fees or other sums to be paid by persons participating in any auction;
	(j)	the information which is to be supplied by underwriting agents or any director or partner of an underwriting agent or any person who works for an underwriting agent in such capacity as may be specified in those rules;
	(k)	the manner in which information relating to the submission of tender orders and subscription orders is to be made available;
	(l)	the powers and functions of the Auction Official;
	(m)	the manner in which financial obligations incurred by persons participating in those arrangements are to be settled; and
	(n)	such other matters relating to or connected with any auctions as may be thought fit.
  (6) The Council may from time to time vary any rules prescribed under sub-paragraph (5).
3. Appointment of Auction Official
  (1) The Council may appoint an officer or employee of the Society to supervise and manage arrangements made pursuant to a capacity allocation scheme and to fulfil the functions specified in the auction rules.
  (2) The person appointed pursuant to sub-paragraph (1) shall have the title of Auction Official.
  (3) The Auction Official shall have power:
	(a)	to delegate all, or any, of his powers or duties to one or more other persons;
	(b)	to prescribe the form and contents of any notice or other document or any electronic submission referred to in paragraph 2(5) and to require a person who is to participate in an auction to execute and deliver or otherwise become a party to any prescribed form of deed, trust deed, contract, assignment, undertaking, mandate, authority, power of attorney, negotiable instrument or other document or instrument whatsoever;
	(c)	to prescribe procedures to be followed by persons wishing to participate in any capacity allocation scheme which are additional to or which vary those prescribed in the auction rules;
	(d)	to exercise the powers expressed to be conferred on the Auction Official pursuant to the auction rules.
4. Furtherance of Scheme
  (1) Every underwriting agent shall do all such acts and things and shall execute all such documents as shall be necessary or expedient on its part to give effect to any capacity allocation scheme.
  (2) Without limiting the generality of sub-paragraph (1), a managing agent shall enter into an agreement in the terms of the standard managing agent’s agreement (general) or standard managing agent’s agreement (corporate member) with any subscriber to whom any rights (within the meaning of paragraph 2(2)) are allocated in respect of a syndicate in respect of which it is the managing agent.
  (3) Subject to sub-paragraph (4) and without limiting the genereality of sub-paragraph (1), a managing agent shall enter into an agreement in the terms of the standard agent’s agreement with the members’ agent of any subscriber to whom any rights (within the meaning of paragraph (2(2)), are allocated in respect of a syndicate in respect of which it is the managing agent if there is no such agreement current between the managing agent and that members’ agent.
  (4) The Council may, on an application by any managing agent, waive the requirements of sub-paragraph (3) in any particular case.
5. General
  It shall be a condition relating to membership of the Society and of permission to underwrite that a member of the Society discharge any financial obligations incurred pursuant to a capacity allocation scheme and the provisions of the Membership Byelaw (No. 17 of 1993, 111) shall apply accordingly where any member of the Society fails to do so.
6. Commencement
  This byelaw shall come into force on 17 April 1997.
Schedule—Interpretation
  In this byelaw:
“Agency Agreements Byelaw” means the Agency Agreements Byelaw (No. 8 of 1988, 310);
“Auction Rules” means the rules prescribed by the Council under paragraph 2(5) of this byelaw;
“member’s syndicate premium limit” has the meaning given in the Membership Byelaw (No. 17 of 1993, 111);
[“second nomination” has the meaning given in the Schedule to the Assignment of Syndicate Participations (Second Nomination) Byelaw (No. 6 of 2000);]
NOTE
“standard agents’ agreement, standard managing agent’s agreement (general)” and “standard managing agent’s agreement (corporate member)” have the meanings respectively given in the Agency Agreements Byelaw;
332. Major Syndicate Transactions
Byelaw No. 18 of 1997, 14 May 1997
COMMENCEMENT
  This byelaw came into force on 15 May 1997.
AMENDMENT
  This byelaw was amended by
Major Syndicate Transactions (Amendment) Byelaw (No. 30 of 1997)
Major Syndicate Transactions (Amendment No. 2) Byelaw (No. 4 of 1998)
Conversion and Related Arrangements (Amendment No. 2) Byelaw (No. 12 of 1998)
Major Syndicate Transactions (Amendment No. 3) Byelaw (No. 13 of 1998)
Mandatory Offer Byelaw (No. 5 of 1999)
Underwriting Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Assignment of Syndicate Participations (Second Nomination) Byelaw (No. 6 of 2000).
EXPLANATORY NOTE
(This note is not part of the byelaw)
  This byelaw provides, for the avoidance of doubt, an explicit framework governing the termination of the managing agent’s appointments under relevant managing agent’s agreements, and for the imposition of appropriate conditions or requirements in connection therewith, in circumstances where:
	(a)	a managing agent wishes to merge different syndicates; or
	(b)	an invitation by a managing agent or a connected company to enter into a surrender arrangement or a share swap arrangement has been accepted by members whose members’ syndicate premium limits are in aggregate not less than 90 per cent of the prospective syndicate allocated capacity of a syndicate and that managing agent or connected company wishes to buy out the remaining members; or
	(c)	a managing agent intends for any other reason to cease to accept new or renewal business on behalf of a syndicate managed by it.
  The byelaw also requires any person whose prospective members’ syndicate premium limit is not less than 90 per cent of the prospective syndicate allocated capacity of a syndicate to invite all those entitled to participate in the next following year of account to enter into surrender arrangements or share swap arrangements.
  Schedules 1, 2 and 4 of the byelaw lay down procedural requirements to be followed concurrently with requisite applications for permission to terminate managing agents’ agreements under paragraph 11B of the Agency Agreements Byelaw (No. 8 of 1988) in connection with syndicate mergers, mandatory buy-outs and syndicate cessations respectively, and authorise the Council to impose conditions and requirements on the granting of any consent. Schedule 3 prescribes the procedure for mandatory offers.
  Mandatory buy-outs and mandatory offers are required to be conducted in accordance with any conditions and requirements made under the Conversion and Related Arrangements Byelaw (No. 22 of 1996) for the time being in force, as modified under this byelaw.
  Schedule 5 sets out general Statements of Principle to be followed in relation to any transaction effecting any general change of participation in the syndicates.
Arrangement of Paragraphs
	1.	Syndicate mergers
	2.	Minority buy-outs
	3.	Mandatory offers
	4.	Syndicate cessation
	5.	Statements of Principle
	6.	Conversion and Related Arrangements Byelaw (No. 22 of 1996)
	7.	Appeal
	8.	Powers cumulative
	9.	Miscellaneous and consequential amendments
	10.	Interpretation
	11.	Commencement
 Schedule 1.  Syndicate mergers
 Schedule 2.  Minority buy-outs
 Schedule 3.  Mandatory offers
 Schedule 4.  Syndicate cessation
 Schedule 5.  Statements of Principle
The Council of Lloyd’s in exercise of its powers under section 6(2) of, and paragraph (13) of Schedule 2 to, Lloyd’s Act 1982 by special resolution hereby makes the following byelaw.
1. Syndicate mergers
  (1) No syndicate merger shall be effected without the written consent of the Council.
  (2) In this byelaw “syndicate merger” means a transaction by which:
	(a)	a managing agent ceases or is to cease to accept new business or renewal business on behalf of the syndicate (a “ceasing syndicate”);
	(b)	reinsurance to close is placed on behalf of the ceasing syndicate for its final year of account with another syndicate (the “successor syndicate”);
	(c)	the managing agent of the successor syndicate is to accept renewals of business previously accepted by the ceasing syndicate; and
	(d)	members of the ceasing syndicate and members of the successor syndicate are offered participation in the successor syndicate for the next following year of account.
  (3) Schedule 1 to this byelaw shall have effect in relation to syndicate mergers [save as the Council may permit].
NOTE
2. Minority buy-outs
  (1) If:
	(a)	a managing agent or any connected company which is an underwriting member or candidate or prospective candidate has made an invitation in accordance with Schedule 2 to this byelaw to every member of a syndicate for the current year of account other than
	(i)	a connected company of the managing agent; or
	(ii)	any member specified by the Council as a person who by reason of the law of any foreign jurisdiction where he is resident or domiciled should not receive such invitation,
		to participate in a surrender arrangement or share swap arrangement in relation to all of his entitlement to participate in the syndicate for the next following year of account; and
	(b)	that invitation has been accepted by members of the syndicate whose member’s syndicate premium limits, taken together with the member’s syndicate premium limit of any connected company of that managing agent, for the current year of account in aggregate are not less than 90 per cent (or such other proportion as the Council may specify, either generally or in relation to a particular case) of the syndicate allocated capacity for that year of account,
the Council may permit the managing agent to give to all of those members of the syndicate who have not accepted the invitation notice of termination of the standard managing agent’s agreement in relation to that syndicate under clause 11.6 thereof.
  (2) Where, under any approval granted under Part H of the Membership and Underwriting Requirements (Corporate Member), the same individual is permitted to act as underwriter for two or more syndicates managed by the same managing agent, one of which consists only of a single corporate member (the “parallel syndicate”) and the other or others of which (the “ongoing natural syndicates”) include individual members, this paragraph and Schedule 2 shall apply as if all the syndicates were the same syndicate.
  (3) In this byelaw “minority buy-out” means a transaction permitted by the Council under sub-paragraph (1).
  (4) Schedule 2 to this byelaw shall have effect in relation to minority buy-outs.
3. Mandatory offers
[…]
NOTE
4. Syndicate cessation
  (1) Where a managing agent intends to cease accepting new or renewal business on behalf of a syndicate managed by it without either:
	(a)	the express consent of:
	(i)	every member of the syndicate for the current year of account (other than a member who is a member of the syndicate by virtue only of his participation in a MAPA) who has not given notice terminating the managing agent’s appointment under a managing agent’s agreement in relation to the syndicate or by auction or nomination of a successor under clause 11A.2 of a managing agent’s agreement [or a second nomination] wholly surrendered his right to participate in the syndicate for the next following year of account; and
	(ii)	every members’ agent which operates a MAPA through which members participate in the syndicate; or
	(b)	the consent of the Council to a syndicate merger granted under Schedule 1 to this byelaw;
the provisions of Schedule 4 shall apply.
  (2) In this byelaw “syndicate cessation” means a cessation of acceptance of new or renewal business by the managing agent of a syndicate in circumstances to which Schedule 4 applies by virtue of sub-paragraph (1).
NOTE
5. Statements of Principle
  Subject to any other provision of this byelaw, the Statements of Principle set out in Schedule 5 to this byelaw shall apply to all transactions effecting any change of participation in syndicates.
6. Conversion and Related Arrangements Byelaw (No. 22 of 1996, 329)
  The Council may for the purposes of this byelaw modify any conditions and requirements made under paragraph 5(1) of the Conversion and Related Arrangements Byelaw (No. 22 of 1996, 329).
7. Appeal
  The Appeal Tribunal Byelaw (No. 32 of 1996, 420) is amended in Schedule 3 thereto as follows:
  [This amendment was made on the original byelaw.]
8. Powers cumulative
  (1) Except in so far as it is expressly otherwise provided, any power conferred on the Council by any provision of this byelaw, and any duty imposed on any person by any provision of this byelaw, is in addition to, and shall not be construed as limiting or being limited by, any other power of the Council, or any other duty of any managing agent, members’ agent or any director, officer or employee of, or partner in, any managing agent or members’ agent, whether conferred or imposed by any other provision of this byelaw or otherwise; and in particular any requirement to make any application under any provision of this byelaw shall not be taken to affect any requirement to apply under paragraph 11B of the Agency Agreements Byelaw (No. 8 of 1988, 310) for the Council’s permission to terminate any managing agent’s agreement.
  (2) Except in so far as it is expressly otherwise provided in such agreement, no power, right, entitlement or privilege conferred on any member by the provisions of any agreement in the form of the standard managing agent’s agreement or under the Agency Agreements Byelaw (No. 8 of 1988, 310) shall be construed as being limited by any provision of this byelaw.
9. Miscellaneous and consequential amendments
  [All these amendments have been carried out on the original byelaws.]
10. Interpretation
  In this byelaw, unless the context otherwise requires:
“associate” means, in relation to a [person]:
	(a)	any director or employee of, or partner in, that [person] or any connected company;
	(b)	any close relative of any such director, partner or employee; or
	(c)	any connected company;
NOTE
“auction” means an auction held under a capacity allocation scheme established under the Auction Byelaw (No. 14 of 1997, 331);
“connected company” means, in relation to [any person], any body corporate which controls or is controlled by [that person] or is controlled by any [other] person (or any group of persons) who also controls [that person] [, and any reference to a company being “connected with” a person shall be construed accordingly;]
NOTE
[“control” has the meaning given in the Schedule to the Membership Byelaw (No. 17 of 1993, 111);]
NOTE
[“close relative” means an individual’s spouse, his children and step-children, his parents and step-parents, his brothers and sisters and his step-brothers and step-sisters;]
NOTE
“direct member” means a member of a syndicate (other than a person who is a member of the syndicate by virtue only of his participation in a MAPA) for whom the managing agent acts also as members’ agent in relation to that syndicate or (being a corporate member) a member for whom no person acts as members’ agent in relation to that syndicate;
“illustrative share” has the meaning given in paragraph 1 of Schedule 1 to the Syndicate Accounting Byelaw (No. 18 of 1994, 326);
“managing agent’s agreement” means an agreement in the form of the standard managing agent’s agreement (general) or of the standard managing agent’s agreement (corporate member) as for the time being prescribed by the Agency Agreements Byelaw (No. 8 of 1988, 310);
[“second nomination” has the meaning given in the Schedule to the Assignment of Syndicate Participations (Second Nomination) Byelaw (No. 6 of 2000);]
NOTE
“share swap arrangement” and “surrender arrangement” have the meaning given in [[the Schedule to the Conversion and Related Arrangements Byelaw (No. 22 of 1996, 332)]] [;
“syndicate auditor” has the meaning given in paragraph 1 of Schedule 1 to the Syndicate Accounting Byelaw (No. 18 of 1994, 326).]
NOTE
11. Commencement
  This byelaw shall come into force on 15 May 1997.
Schedule 1—Syndicate Mergers [Paragraph 1]
1. Applications for consent
  (1) An application for consent shall be made in writing by the managing agent of each syndicate concerned and shall:
	(a)	specify the syndicates concerned;
	(b)	explain why the syndicate merger is proposed;
	(c)	explain the reasons for any omission from the proposed merger of any syndicate managed by the managing agent; and
	(d)	be made by 30 April [(or such later date as the Council may allow)] in the year in which, or at the end of which, the ceasing syndicate is to cease accepting new or renewal business.
NOTE
  (2) The Council may at any time require a managing agent which has made an application under this paragraph to provide to the Council such additional information or explanations in respect of the proposed syndicate merger as the Council thinks fit.
  (3) Where a syndicate merger of syndicates managed by different managing agents is proposed the application shall be made by every such managing agent jointly.
  (4) An application under this paragraph shall be made in the same document as an application under paragraph 11B of the Agency Agreements Byelaw (No. 8 of 1988, 310) for permission to terminate the managing agent’s agreements in relation to the ceasing syndicate.
2. Provision of information about proposal
  (1) A managing agent which makes an application under paragraph 1 of this Schedule shall at the same time send written notice of the application, specifying the syndicates concerned:
	(a)	to every person who is a direct member of the ceasing syndicate for the current year of account or of the successor syndicate for the current year of account;
	(b)	to every members’ agent under arrangements made by which any member of any of the syndicates referred to in (a) participates in that syndicate; and
	(c)	to every [members’ agent] of any corporate member of any of the syndicates referred to in (a), other than a corporate member which is a member of that syndicate by virtue only of its participation in a MAPA.
NOTE
  (2) Where a managing agent has made an application for consent under paragraph 1 of this Schedule and the Council has given conditional permission under paragraph 11B(8) of the Agency Agreements Byelaw (No. 8 of 1988, 310) for termination of the managing agent’s agreement the managing agent shall, no later than 31 May next following (or such later date as the Council may permit) send to the Council and to each of the persons to whom it is required by sub-paragraph (1) of this paragraph to give notice of the application, the documents and information required to be provided to the Council under paragraph 1(1), together with the documents and information referred to in sub-paragraph (3) of this paragraph and any other information necessary to enable:
	(a)	that person; and
	
	(b)	in the case of documents sent to a members’ agent, each member to whom that members’ agent is required by sub-paragraph (5) of this paragraph to send those documents and that information,
to make a properly informed assessment of the proposed syndicate merger and its effect on the members concerned.
  (3) The additional documents and information required to be provided under sub-paragraph (2) are as follows:
	(a)	an explanation of the basis on which, and the amounts in which (stated, by reference to an illustrative share in the ceasing syndicate, as a share in the syndicate allocated capacity and also as a monetary amount) rights to participate in the successor syndicate for the next following year of account are to be allocated among the members of the ceasing syndicate and (if any) the members of the successor syndicate for the current year of account and any other persons;
	(b)	particulars of plans for participation in the successor syndicate by members who are associates of the managing agent of the successor syndicate;
	(c)	confirmation by the managing agent of the successor syndicate that it intends to effect a reinsurance to close of the ceasing syndicate by the successor syndicate;
	(d)	a copy of the syndicate annual report required to be prepared in the current year for each syndicate concerned;
	(e)	[either:
	(i)	a copy of the proposed business plan for the successor syndicate for the next following year of account including the identity of the active underwriter and particulars of his contract of employment; or
	(ii)	a summary thereof specifying the person from whom copies of such proposed business plan can be obtained free of charge;]
NOTE
	(f)	particulars of the managing agent’s plans in the event that the Council refuses its consent to the proposal in respect of which the application is made; and
	(g)	any other document or information for the time being prescribed by the Council for the purpose of this sub-paragraph.
  (4) If at any time after the preparation of any documents or information referred to in paragraph 1(1) or sub-paragraph (2) or (3) of this paragraph:
	(a)	there is a significant change affecting any matter contained in any of those documents the inclusion of which was required by any of those provisions; or
	(b)	a significant new matter arises the inclusion of information in respect of which would have been so required if it had arisen when the document was prepared,
the managing agent shall forthwith prepare and send to the Council and to the persons referred to in sub-paragraph (1) a supplementary document giving particulars of the change or new matter.
  (5) Every members’ agent […] which receives information or documents from a managing agent under sub-paragraph (1), (2), (3) or (4) shall, within seven days after receipt, send that information or those documents, together, in the case of information or documents provided under sub-paragraphs (2), (3) or (4) with the written advice of the members’ agent […] on the proposed merger, to every member of any of the syndicates concerned for the current year of account for whom it acts as members’ agent […] in relation to that syndicate (otherwise than by virtue only of that member’s participation in a MAPA).
NOTE
  (6) Any documents and information provided to a member under sub-paragraphs (2), (3), (4) or (5) shall be accompanied by a written statement that that member will have an opportunity to attend a syndicate meeting convened for the purpose of discussing and voting upon the proposed syndicate merger.
  (7) Any document:
	(a)	provided by a managing agent to members [or] members’ agents […] under this paragraph or otherwise which contains information or advice in connection with a proposal for a syndicate merger; or
	(b)	provided by a members’ agent […] to members under this paragraph or otherwise which contains information or advice in connection with a proposal for a syndicate merger;
shall be fair, accurate and not misleading and shall contain all such information as the members (and, in the case of a document prepared by a managing agent, the members’ agents […]) would reasonably expect to find there for the purpose of making an informed assessment of the proposal and its effect on such members.
NOTE
  (8) Any document mentioned in sub-paragraph (7)(a) shall contain a declaration in the following form:
  “The [directors of] [partners in] the managing agent, whose names appear on page [  ], have taken all reasonable care to ensure that the facts stated herein are true and accurate in all material respects and that there are no other material facts the omission of which would make misleading any statement herein, whether of fact or opinion. All the directors accept responsibility accordingly.”
3. Consultation with syndicate members
  (1) [Where an application has been made to the Council under paragraph 1 of this Schedule, the managing agent shall, no earlier than 30 days and no later than 60 days after the date on which it sends documents and information under paragraph 2(2) to the persons to whom it is required to send them, provide to the Council:
	(a)	written evidence of the extent of support for, or objection to, the proposed syndicate merger by any members of the ceasing syndicate or the successor syndicate for the current year of account, including the result of any ballot held under sub-paragraph (5); and
	(b)	a certificate from the syndicate auditor of the ceasing syndicate confirming the result of such ballot.]
NOTE
  (2) Unless the Council otherwise allows, a managing agent which makes an application under paragraph 1 shall for the purpose of considering and voting upon the syndicate merger convene for each ceasing syndicate and successor syndicate managed by it a meeting of the members for the current year of account except:
	(a)	any member who is a member by virtue only of his participation in a MAPA;
	(b)	any member who by auction or by nomination of a successor under clause 11A.2 of a managing agent’s agreement has wholly surrendered his right to participate in the syndicate for the next following year of account;
	(c)	any member specified by the Council, on the application of the managing agent, as a person who by reason of the law of any foreign jurisdiction in which he is resident and or domiciled should not be invited to such a meeting or to participate in a ballot conducted in relation to the proposed merger.
  (3) Not less than 21 days before the meeting and the latest date by which postal votes are to be returned, the managing agent shall give written notice of the meeting, and of the latest date by which postal votes are to be returned, to:
	(a)	every member of the syndicate for the current year of account other than those excluded under sub-paragraph (2)(a), (b) or (c);
	(b)	every members’ agent which acts as such in relation to the syndicate for any member of the syndicate (including any member excluded under sub-paragraph (2)(a) or (c) but not including a member excluded under sub-paragraph (2)(b)). […]
NOTE
  (4) Notice given under sub-paragraph (3)(a) or (b) shall be accompanied by a voting form and a proxy form in such form respectively as the Council may prescribe and shall state that the Society will, at the request of the member’s members’ agent […] on behalf of that member, forward to any other member of the syndicate entitled to attend the meeting any communication about the proposed syndicate merger which that member wishes to make.
NOTE
  (5) The managing agent shall conduct a ballot of the members entitled to be called to the meeting under sub-paragraph (2) and of the members’ agents which operate MAPAs through which any members participate in the syndicate for the current year of account.
  (6) Votes may be cast in the ballot in person or by proxy at the meeting or by post.
  (7) Where a supplementary document has been sent under paragraph 2(4) the managing agent shall permit members and members’ agents who have previously cast votes by post to recast their votes in the ballot.
  (8) All expenses of the meeting and of administering the ballot shall be borne by the managing agent.
  (9) Every members’ agent which operates a MAPA through which members participate in the syndicate for the current year of account shall within 21 days after the ballot inform the members of the MAPA in writing whether it voted for or against the proposed syndicate merger and shall state the reasons for its decision.
4. Determination of application
  (1) The Council shall consider any application duly made for its consent to a syndicate merger and, subject to sub-paragraph (2) and to paragraphs 5 and 6, may grant or refuse consent to that syndicate merger.
  (2) The Council may grant consent to a syndicate merger subject to such modifications of the proposed syndicate merger as it thinks fit.
  (3) If the Council is minded to refuse an application, or to grant the application subject to conditions, it shall by notice in writing so inform the managing agent and shall permit that managing agent to make representations within such period as the Council may require.
  (4) The Council shall inform the managing agent of its decision as soon as practicable, except during an auction.
  (5) The managing agent of each syndicate concerned shall, within seven days after receiving notice of the Council’s decision whether or not to grant consent, give written notice of that decision to every person to whom it was required by paragraph 2(1) to give notice of its application [such written notice to include the result of any ballot held under paragraph 3(5)].
NOTE
[5. Criteria for consent
  (1) In considering whether to grant consent to a syndicate merger, the Council shall take into account the extent to which the proposal for the syndicate merger has the approval or disapproval of the persons who are members of any ceasing syndicates or of the successor syndicate for the current year of account and of any members’ agents in their capacity as MAPA operators in relation to any such syndicates and, in particular, whether, of the aggregate of member’s syndicate premium limits and MAPA participations attributable to members or MAPA operators voting in the ballot under paragraph 3(5), not less than 75 per cent was attributable to those voting in favour.
  (2) In considering whether to grant consent to a syndicate merger, the Council may take into account any or all of the following matters:
	(a)	the reasons why the syndicate merger is proposed;
	(b)	the basis on which, and the amounts in which (stated as a share in the syndicate allocated capacity and also as a monetary amount), rights to participate in the successor syndicate for the next following year of account are to be allocated among the members of the ceasing syndicate and of the successor syndicate (if any) for the current year of account and any other persons;
	(c)	the terms on which members of the ceasing syndicate will be invited to subscribe for shares in, or otherwise participate in, any corporate member which is to participate as a member of the successor syndicate for the next following year of account;
	(d)	plans for participation in the syndicate by members which are associates of the managing agent of the successor syndicate;
	(e)	whether the information provided to the members of the syndicates concerned (other than members participating by virtue only of their participation in a MAPA) is sufficient, and has been provided in sufficient time, to enable them to make an informed assessment of the proposed syndicate merger and its effect on them;
	(f)	any other matter (whether or not similar to any of the other matters mentioned in this sub-paragraph) which in the opinion of the Council should be taken into account in deciding whether its consent should be granted.]
NOTE
6. Conditions and undertakings
  (1) In granting consent to a syndicate merger the Council may impose such conditions as are in its view reasonably necessary to:
	(a)	protect, so far as is practicable, the interests of the members of the syndicates concerned in connection with their underwriting business; and
	(b)	protect the rights of the members of the syndicates concerned under any agreement in the form of the standard managing agent’s agreement to continuing participation in any syndicate, any syndicate pre-emption rights and any rights to participate in any conversion scheme or any auction.
  (2) Without prejudice to the generality of sub-paragraph (1), the Council may as a condition of granting consent to a syndicate merger impose conditions, or require undertakings from the managing agent of any ceasing syndicate or the successor syndicate, as to:
	(a)	the basis on which, and the amounts in which rights to participate in the successor syndicate for the next following year of account are to be allocated among the members of the ceasing syndicate and of the successor syndicate (if any) for the current year of account and any other persons;
	(b)	the terms on which members of the ceasing syndicate will be invited to subscribe for shares in, or otherwise participate in, any corporate member which is to participate as a member of the successor syndicate for the next following year of account;
	(c)	the terms of any reinsurance to close of any ceasing syndicate by the successor syndicate; and
	(d)	any other matter which appears to be relevant, whether or not similar to any of the other matters mentioned in this sub-paragraph.
Schedule 2—Minority Buy-Outs [Paragraph 2]
1. Terms of invitation
  (1) Any minority buy-out shall comply with the conditions and requirements made under paragraph 5(1) of the Conversion and Related Arrangements Byelaw (No. 22 of 1996, 329) for the time being in force and applicable to surrender arrangements or share swap arrangements, as modified for the purposes of this byelaw.
  (2) Where a proposed minority buy-out comprises an invitation to participate in a share swap arrangement that invitation shall permit members to whom it is made to receive cash instead of shares in the successor vehicle or connected company (as respectively defined in any conditions and requirements made under paragraph 5(1) of the Conversion and Related Arrangements Byelaw (No. 22 of 1996, 329) and for the time being in force) of the successor vehicle.
2. Applications for permission
  (1) An application for permission shall be made in writing by the managing agent of the syndicate concerned.
  (2) Where the invitation to participate in the surrender arrangement or share swap arrangement is to be made by a connected company of the managing agent the application shall be made jointly by the managing agent and that connected company.
  (3) An application shall:
	(a)	specify the syndicate concerned;
	(b)	give particulars of the proposed surrender arrangement or share swap arrangement;
	(c)	explain why the managing agent is proposing the minority buy-out;
	(d)	be made by 30 April in the year in which the invitation to enter into the surrender arrangement or share swap arrangement is to be made.
  (4) The Council may at any time require a managing agent or connected company which has made an application under this paragraph to provide such additional information or explanations to the Council in respect of the proposed minority buy-out as the Council thinks fit.
  (5) An application under this paragraph shall be made in the same document as an application under paragraph 11B of the Agency Agreements Byelaw (No. 8 of 1988, 310) for permission to terminate the managing agent’s agreements in relation to the syndicate.
3. Provision of information about proposal
  (1) A managing agent which makes an application under paragraph 2 shall at the same time send written notice that the application has been made:
	(a)	to every direct member of the syndicate concerned for the current year of account;
	(b)	to every members’ agent under arrangements made by which any member participates in the syndicate for the current year of account;
	(c)	to every [[members’ agent]] of any corporate member of the syndicate for the current year of account, other than a corporate member which is a member of that syndicate by virtue only of its participation in a MAPA.
  (2) Where under paragraph 11B of the Agency Agreements Byelaw (No. 8 of 1988, 310) the Council has granted conditional permission to terminate the managing agent’s agreements in relation to the syndicate the managing agent shall, unless the Council otherwise allows, give notice of termination, together with particulars of the conditions imposed, no later than [30 June], or such later date as the Council may permit:
	(a)	to every direct member of the syndicate;
	(b)	to every other member of the syndicate by service on the members’ agent acting as such on his behalf in relation to that syndicate; and
	(c)	to every [[members’ agent]] of any corporate member of the syndicate for the current year of account, other than a corporate member which is a member of that syndicate by virtue only of its participation in a MAPA.
NOTE
  (3) [Copies of any capacity advertisement (as defined in the conditions and requirements made under the Conversion and Related Arrangements Byelaw (No. 22 of 1996, 329) and for the time being in force) shall be sent to the Council for the purposes of the application under paragraph 2 at the same time as they are sent to the Conversion Official.]
NOTE
4. Determination of application
  (1) Forthwith after the date on which the invitation concerned is expressed to lapse or, if there is no such date, 31 August the Council shall consider any application duly made for its permission for a minority buy-out and, subject to paragraphs 5 and 6, may grant or refuse permission for that minority buy-out.
  (2) If the Council is minded to refuse an application, or to grant the application subject to conditions, it shall by notice in writing so inform the managing agent and shall permit that managing agent to make representations within such period as the Council may require.
  (3) The Council shall inform the managing agent of its decision as soon as practicable, except during an auction.
  (4) The managing agent of the syndicate shall, within seven days after receiving notice of the Council’s decision whether or not to grant permission, give written notice of that decision to every person to whom it was required by paragraph 3(1) to give notice of the application.
5. Criteria for consent
  (1) In considering whether to grant permission the Council shall take into account the level of support of members of the syndicate for the proposed surrender arrangement or share swap arrangement and, in particular whether the invitation to enter into the surrender arrangement or share swap arrangement has been accepted by members of the syndicate whose member’s syndicate premium limits, taken together with the member’s syndicate premium limit of any connected company of the managing agent, for that year of account in aggregate are not less than 90 per cent of the syndicate allocated capacity for that year of account.
  (2) For the purpose of sub-paragraph (1) there shall be disregarded (and the syndicate allocated capacity shall be deemed to be reduced accordingly) the member’s syndicate premium limit of:
	(a)	any member specified by the Council, on the application of the managing agent, as a person who by the law of any foreign jurisdiction where he is resident or domiciled should not receive any invitation to participate in the surrender arrangement or share swap arrangement; and
	(b)	any member who by auction or by nomination of a successor under clause 11A.2 of the managing agent’s agreement has wholly surrendered his right to participate in the syndicate for the next following year of account.
  (3) In considering whether to grant permission for a minority buy-out the Council may take into account any or all of the following matters:
	(a)	the reasons why the minority buy-out is proposed;
	(b)	the adequacy of the consideration offered to members of the syndicate under the surrender arrangement or share swap arrangement;
	(c)	any other matter (whether or not similar to any of the other matters mentioned in this sub-paragraph) which in the opinion of the Council should be taken into account in deciding whether permission should be granted.
6. Conditions and undertakings
  (1) Where the Council grants permission for a minority buy-out the managing agent or connected company making the invitation shall pay or transfer to:
	(a)	those members of the syndicates of the current year of account:
	(i)	to whom the invitation was made but who did not accept it; or
	(ii)	to whom, being resident or domiciled in a foreign jurisdiction, the invitation was not made lest any law of that foreign jurisdiction be infringed; and
	(b)	to persons to whom capacity on the syndicate for the next following year of account has been allocated in an auction in the current year of account,
such cash or securities in the successor member as they would have received if the invitation had been made to them in respect of their entitlement to participate in the syndicate for the next following year of account and they had accepted it.
  (2) In granting permission for a minority buy-out the Council may impose such conditions or require such undertakings as it thinks fit.
Schedule 3—Mandatory Offers [Paragraph 3]
[…]
NOTE
Schedule 4—Syndicate Cessation [Paragraph 4]
1. Notification to Council
  (1) As soon as a managing agent has a firm intention of ceasing to accept new or renewal business on behalf of a syndicate managed by it in circumstances such as to constitute a syndicate cessation the managing agent shall give written notice to the Council of that intention:
	(a)	specifying the syndicate concerned;
	(b)	giving the name of the active underwriter and particulars of the terms and conditions of his contract of service or contract for services;
	(c)	explaining the reasons why the managing agent intends to cease to accept business on behalf of the syndicate;
	(d)	giving particulars of any proposed transfer of new or renewal business of the syndicate to any other syndicate or other person; and
	(e)	giving particulars of any compensation to be offered to members of the syndicate for such cessation.
  (2) Notice must be given to the Council no later than 31 August (or such later date as the Council may permit) in the year during which, or at the end of which, it is intended to cease accepting new or renewal business on behalf of the syndicate.
  (3) Notice shall be given under this paragraph in the same document as an application under paragraph 11B of the Agency Agreements Byelaw (No. 8 of 1988, 310) to terminate the managing agent’s agreements in relation to the syndicate.
  (4) The Council may at any time require a managing agent which has given notice under this paragraph to provide to the Council such additional information or explanations in respect of the proposed cessation as the Council thinks fit.
2. Provision of information
  A managing agent which gives notice to the Council under paragraph 1 shall at the same time send:
	(a)	to every person who is a direct member of the syndicate for the current year of account other than a member who by auction or by nomination of a successor under clause 11A.2 of a managing agent’s agreement [[or by second nomination]] has wholly surrendered his right to participate in the syndicate for the next following year of account;
	(b)	to every members’ agent under arrangements made by which any member participates in the syndicate for the current year of account;
	(c)	to every [members’ agent] of any corporate member of the syndicate for the current year of account, other than a corporate member which is a member of that syndicate by virtue only of its participation in a MAPA; and
	(d)	to every person who by auction or by nomination as successor under clause 11A.2 of the managing agent’s agreement [[or by second nomination]] has become entitled to participate in the syndicate for the next following year of account (otherwise than by virtue of his participation in a MAPA),
NOTE
a copy of that notice, together with a written notice that members, other than members who are members of the syndicate by virtue only of their participation in a MAPA, and members’ agents are entitled to make written representation to the Council about the intended cessation within 21 days after the despatch of notices by the managing agent under this paragraph.
3. Representations by members and members’ agents
  Where a managing agent has given notice to the Council under paragraph 1, every member of the syndicate for the current year of account, other than a member who is a member of the syndicate by virtue only of his participation in a MAPA, and every members’ agent under arrangements made by which any member participates in the syndicate for the current year of account shall be entitled to make representations to the Council about the intended cessation within 21 days after the despatch of notices by the managing agent under paragraph 1.
4. Determination of application under paragraph 11B of Agency Agreements Byelaw (No. 8 of 1988, 310)
  (1) In considering an application by a managing agent under paragraph 11B of the Agency Agreements Byelaw (No. 8 of 1988, 310) for permission to terminate managing agent’s agreements with members of the syndicate where the agent intends to cease accepting new or renewal business on behalf of the syndicate, the Council shall have regard to:
	(a)	the reasons for the intended cessation;
	(b)	representations made by members of the syndicate or by members’ agents under paragraph 3 of this Schedule;
	(c)	whether compensation which is adequate in the circumstances of the intended cessation is offered or is to be offered to members of the syndicate for the current year of account and to persons to whom capacity on the syndicate for the next following year of account has been allocated in an auction;
	(d)	whether new or renewal business which might reasonably have been expected to be underwritten by the syndicate for the next following year of account is expected to be underwritten by any other person, and if so, by whom; and
	(e)	any other matter, whether or not similar to any of the other matters mentioned in this sub-paragraph, which in the opinion of the Council should be taken into account in deciding whether its permission should be granted.
  (2) Conditions imposed under paragraph 11B(8) of the Agency Agreement Byelaw (No. 8 of 1988) may, in relation to any syndicate cessation, (without limiting the generality of that sub-paragraph) include conditions:
	(a)	for the protection of interests of members of the syndicate for the current year of account in connection with new or renewal business which might reasonably have been expected to be underwritten by them as members of the syndicate for the next following year of account; and
	(b)	providing for their compensation for the loss of the opportunity to underwrite such business.
  (3) Where the Council decides to impose any conditions under paragraph 11B of the Agency Agreement Byelaw (No. 8 of 1988, 310) in relation to a syndicate cessation, it shall:
	(a)	forthwith give written notice of those conditions to the managing agent; and
	(b)	direct that the syndicate be suspended from the auctions.
  (4) A managing agent shall, within seven days after receipt of any notice of conditions given under sub-paragraph (3), give written notice of those conditions:
	(a)	to every person who is a direct member of the syndicate for the current year of account other than a member who by auction or nomination of a successor under clause 11A.2 of a managing agent’s agreement [[or second nomination]] has wholly surrendered his right to participate in the syndicate for the next following year of account;
	(b)	to every members’ agent under arrangements made by which any member participates in the syndicate for the current year of account;
	(c)	to every [members’ agent] of any corporate member of the syndicate for the current year of account, other than a corporate member which is a member of that syndicate by virtue of its participation in a MAPA; and
	(d)	to every person who by auction or by nomination as successor under clause 11A.2 of the managing agent’s agreement [[or by second nomination]] has become entitled to participate in the syndicate for the next following year of account (otherwise than by virtue of his participation in a MAPA).
NOTE
Schedule 5—Statements of Principle [Paragraph 5]
	(i)	Managing agents [and] members’ agents […] have a duty to act in the best interests of their members.
NOTE
	(ii)	All members of the same syndicate for the same year of account must be treated similarly.
	(iii)	Information must not be furnished to some members of an affected syndicate which is not made available to all members of the same syndicate.
	(iv)	The information must be sufficient to enable the members to reach a properly informed decision and they must be allowed adequate time to reach a decision. No relevant information should be withheld from them.
	(v)	All information must be prepared with the highest standards of care and accuracy and must not be misleading.
	(vi)	A proposal or offer should only be announced after the most careful and responsible consideration. It should only be made when the offeror has every reason to believe that it can, and will continue to be able to, implement the proposal or offer.

	(vii)	At no time after a proposal or offer has been made or there is reason to believe one will be made imminently, may any action be taken by a members’ agent, without the approval of members, which could result in the proposal or offer being frustrated or in members being denied an opportunity to decide on its merits.
	(viii)	The rights attributable to a member of a members’ agent pooling arrangement (MAPA member) are exercisable by the MAPA operator, including the right to vote. The members’ agent must not, however, act on behalf of any bespoke member unless specifically instructed by the member concerned to do so.
	(ix)	Directors or partners of a managing agent [or] members’ agent […] must always, in advising their members, act only in the interests of those members and must not have any regard to their personal interests or to those of any connected persons.
	(x)	Any relevant interests held by any managing agent [or] members’ agent […] and its directors or partners must be disclosed to members as part of the documentation which is sent to members.
NOTE
	[(xi)	All parties to a transaction must use every endeavour to prevent the creation of a false market in participations on any syndicate affected by that transaction and must take care that statements are not made which may mislead syndicate members or the market.
	(xii)	Rights of control must be exercised in good faith.
	(xiii)	Where control of a syndicate is acquired by a person or persons acting in concert, a general offer to all participants may be required. Where an acquisition is contemplated as a result of which a person may incur such an obligation, he must, before making the acquisition, ensure that he can and will continue to be able to implement such an offer.]
NOTE

333. Syndicate Pre-Emption Byelaw No. 19 of 1997, 23 May 1997
COMMENCEMENT
  This byelaw came into force on 23 May 1997.
AMENDMENTS
  This byelaw was amended by
Syndicate Pre-emption (Amendment) Byelaw (No. 26 of 1997)
Syndicate Pre-emption (Amendment No. 2) Byelaw (No. 9 of 1998)
Run-Off Years of Account (Revocation) Byelaw (No. 1 of 2000)
Syndicate Pre-emption Byelaw (No. 4 of 2000)
Assignment of Syndicate Participations (Second Nomination) Byelaw (No. 6 of 2000).
EXPLANATORY NOTE
(This note is not part of the byelaw)
  This byelaw revokes and replaces the Syndicate Pre-emption Byelaw (No. 15 of 1997) which had itself replaced the Syndicate Pre-emption (1996) Byelaw. This byelaw applies to increases or decreases in syndicate allocated capacity for 1998 or subsequent years of account.
  This byelaw requires that any increase in the capacity of any syndicate be offered to the members of that syndicate pro rata to their current member’s syndicate premium limits. Pre-emption offers must be made to all such members who fall within the definition of “qualifying members” in paragraph 2(2). The estates of members who have died before a pre-emption offer is made are entitled to receive pre-emption offers (paragraph 2(4)).
  Paragraph 3 prescribes the procedure for pre-emption offers and their acceptance. The Council may prescribe dates throughout the year on which members’ agents are required to report levels of acceptances by their members to the Society. Pre-emption offers to members participating through MAPAs are to be made to and accepted by the MAPA operator rather than MAPA participants individually (paragraph 4).
  General reductions in syndicate capacity are dealt with in paragraph 5. Reductions made by the managing agent must be pro rata and must be notified to the Society by a date prescribed by the Council. Reductions in excess of 15 per cent require the consent of the Council. Increases of syndicate capacity over 7½ per cent require the consent of three quarters (by capacity) of the members of the syndicate and, in addition to consent of members, increases over 25 per cent require the consent of the Council.
  A managing agent may allocate up to 2 per cent in aggregate of the capacity of a syndicate to its agency staff every year provided that three quarters (by capacity) of the members of the relevant syndicate consent (paragraph 7).
The Council of Lloyd’s in exercise of its powers under section 6(2) of Lloyd’s Act 1982 by special resolution hereby makes the following byelaw.
1. Interpretation
  The Schedule to this byelaw (interpretation) shall have effect.
2. Obligation to make pre-emption offer
  (1) Subject to the following provisions of this byelaw, if a managing agent proposes to increase the syndicate allocated capacity of a syndicate managed by it for the succeeding year of account it shall offer to each qualifying member (as defined in sub-paragraph (2)) the opportunity to increase his member’s syndicate premium limit for that year of account by an amount equal to A × X/Y, where:
	A	=the amount of the proposed increase in the syndicate allocated capacity
	X	=his member’s syndicate premium limit for the current year of account
	Y	=the syndicate allocated capacity for the current year of account
rounded to the nearest integral multiple of £1 (such amount being referred to as his “pre-emptive entitlement”).
  (2) For the purposes of this paragraph a “qualifying member” is:
	(a)	a person who is a member of the syndicate for the current year of account, other than:
	(i)	a person who has ceased, other than by reason of death, to be a member before the date on which any offer is made under this paragraph;
	(ii)	subject to sub-paragraph (3), a person who participates in the syndicate through a MAPA, unless before the date on which any offer is made under this paragraph that person has given notice under clause 3.6 of the agreement between him and the operator of the MAPA in the terms of the standard members’ agent’s agreement electing to terminate his participation in the MAPA with effect from the end of the current year of account and to continue to participate in the relevant syndicate for the succeeding year of account otherwise than through the MAPA;
	(b)	a person in whose favour a nomination has been made in respect of the relevant syndicate; and
	(c)	a person who by auction has become entitled to participate in the syndicate for the succeeding year of account.
  (3) Where a person participates in a syndicate both through a MAPA and otherwise, this paragraph applies to him only in respect of his participation otherwise than through the MAPA.
  (4) Where a person has ceased to be a member of the syndicate for the current year of account before the date on which any offer is made under this paragraph by reason of his death, the rights conferred by this byelaw may be exercised by or on behalf of the member’s estate by his personal representative or such other person as may be duly authorised by law to act on behalf of the member’s estate.
  (5) Subject to sub-paragraph (6), no managing agent shall increase the syndicate allocated capacity of a syndicate managed by it for the succeeding year of account without complying with the requirements of this byelaw.
  (6) The Council may permit a managing agent to increase the syndicate allocated capacity of a syndicate without complying with any or all of the requirements of this byelaw, subject to such conditions as the Council may impose.
  (7) A managing agent which does not propose to increase the syndicate allocated capacity of a syndicate managed by it for the succeeding year of account shall not later than the prescribed date give notice of that fact to every members’ agent under arrangements made by or through the agency of which any underwriting member participates in the syndicate for the current year of account, to every member in relation to which no members’ agent acts as such in relation to that syndicate for that year of account and to the Society.
  (8) Where there are two syndicates being operated concurrently and one of the syndicates includes individual members (referred to for the purposes of this paragraph and paragraph 5(6) as an “ongoing natural syndicate”) and the other syndicate consists of a single corporate member (referred to for the purposes of this paragraph and paragraph 5(6) as a “parallel syndicate”) then in the case of the ongoing natural syndicate the amount of the pre-emptive entitlement shall be calculated on the footing that:
	(a)	item Y in the formula set out in sub-paragraph (1) is equal to the aggregate of the syndicate allocated capacity of the ongoing natural syndicate and the parallel syndicate for the current year of account; and
	(b)	item A in that formula is the amount by which the aggregate of the proposed syndicate allocated capacity of the ongoing natural syndicate and the parallel syndicate for the succeeding year of account exceeds item Y.
3. Making and acceptance of pre-emption offers
  (1) The following provisions of this paragraph shall apply to any offer made under paragraph 2.
  (2) The offer shall be made in writing:
	(a)	in the case of a member who participates in the syndicate under arrangements made by or through a members’ agent, to that members’ agent on his behalf;
	(b)	in the case of a person in whose favour a nomination has been made who acts by a members’ agent, to that members’ agent on his behalf;
	(c)	in the case of a person who by auction has become entitled to participate in the syndicate for the succeeding year of account and who acts by a member’s agent to that member’s agent on his behalf;
	(d)	in any other case, direct to the member [[or person concerned]].
  (3) Every managing agent shall, on making any offer under paragraph 2, [give notice to the Society of the offer in such form and in such manner as the Council may from time to time prescribe at the same time as the offer is sent] to the member’s agent, member, person in whose favour a nomination has been made and person who by auction has become entitled to participate in the syndicate for the succeeding year of account as the case may be.
NOTE
  (4) Where two or more members participate in the syndicate under arrangements made by or through the same members’ agent, the offers to all of them may be made by a single communication to the members’ agent provided that sufficient information is given to enable the members’ agent to identify the pre-emptive entitlement of each of the members concerned.
  (5) The offer shall be made and despatched not later than the prescribed date.
  (6) Any acceptance of the offer:
	(a)	shall be in writing;
	(b)	may be in respect of the whole of the pre-emptive entitlement or such part of it as may be specified in the acceptance; and
	(c)	shall be sent so as to be received by the managing agent or such other person as may be duly authorised by the managing agent for the purpose of receiving any such acceptance not later than the prescribed date.
  (7) A members’ agent which receives a pre-emption offer in its capacity as a members’ agent of a qualifying member shall not later than the prescribed date inform the member concerned of its terms and shall seek and give effect to the member’s instructions.
  (8) Every members’ agent shall send to the Society [in such form and in such manner and] at such intervals or on such dates as the Council may from time to time prescribe, information relating to:
	(a)	the level of acceptances by the members for whom the members’ agent acts as such of offers made under paragraph 2; and
	(b)	the identity of the members for whom the members’ agent acts as such who have declined any offer made pursuant to paragraph 2.
NOTE
  (9) Subject to sub-paragraph (10), an offer which is not accepted in accordance with its terms and in accordance with the preceding provisions of this paragraph shall lapse.
  (10) An offer shall not lapse to the extent that a person to whom the offer is made surrenders his right in respect of the pre-emptive entitlement in an auction held under a capacity allocation scheme established by the Council pursuant to the Auction Byelaw (No. 14 of 1997) or pursuant to any conditions and requirements prescribed from time to time pursuant to the Conversion and Related Arrangements Byelaw (No. 22 of 1996).
  (11) Subject to:
	(a)	the provisions of this byelaw;
	(b)	any other applicable requirements of the Council;
	(c)	any pre-emption offer made under this byelaw and any agreement arising on the acceptance of any such offer;
	(d)	any subsisting agreement in the form of the standard managing agent’s agreement (general) or the standard managing agent’s agreement (corporate member) to which the managing agent is a party;
	(e)	any other agreement permitted by the Agency Agreements Byelaw (No. 8 of 1988, 310) by which the managing agent is bound;
the managing agent shall be entitled to admit such underwriting members (whether or not members of the syndicate for the current year of account) to membership of the syndicate for the succeeding year of account with such member’s syndicate premium limits as it sees fit.
[4A. Increase in syndicate allocated capacity
  No managing agent which manages a syndicate having a run-off account shall increase syndicate allocated capacity in any future year of account of that syndicate, or other syndicate managed by it, unless the Council gives permission.]
NOTE
4. MAPAs: syndicate pre-emption offers
  (1) This paragraph applies in respect of members who participate in a syndicate for the current year of account through a MAPA, where the managing agent of the syndicate proposes to increase the syndicate allocated capacity for the succeeding year of account.
  (2) Instead of making individual pre-emption offers to such members, the managing agent of the syndicate shall make to the operator of the MAPA an offer to allocate to such members of the MAPA as intend to participate in the syndicate through the MAPA for the succeeding year of account, taken together, an amount of capacity (“the MAPA pre-emptive entitlement”) equal to A × Z/Y, where:
	A	=the amount of the proposed increase in the syndicate allocated capacity
	Y	=the syndicate allocated capacity for the current year of account
	Z	=the aggregate of the member’s syndicate premium limits of the members who participate in the syndicate through the MAPA for the current year of account (disregarding any part of such limits allocated otherwise than through the MAPA)
  (3) The operator of the MAPA may accept the offer made under sub-paragraph (2) (or may accept it in respect of such part of the MAPA pre-emptive entitlement as the operator may determine) without being obliged to consult or comply with the instructions of any member of the MAPA.
  (4) Any acceptance of an offer made under sub-paragraph (2):
	(a)	shall be in writing; and
	(b)	shall be sent so as to be received by the managing agent or such other person as may be duly authorised by the managing agent for the purpose of receiving any such acceptance not later than the prescribed date.
  (5) Every members’ agent which is also the operator of a MAPA shall provide to the Society at such intervals or on such dates as the Council may from time to time prescribe, information in respect of each MAPA operated by any such members’ agent relating to:
	(a)	the extent to which the MAPA pre-emptive entitlement offered pursuant to sub-paragraph (2) has been accepted; and
	(b)	the offers made pursuant to sub-paragraph (2) that have been declined.
  (6) Subject to sub-paragraph (7), an offer which is not accepted in accordance with its terms and in accordance with sub-paragraph (4) shall lapse.
  (7) An offer shall not lapse to the extent that the operator of a MAPA to whom the offer is made surrenders his right in respect of the pre-emptive entitlement in an auction held under a capacity allocation scheme established by the Council pursuant to the Auction Byelaw (No. 14 of 1997, 331).
  (8) [Subject to sub-paragraph (9), where] the operator of a MAPA accepts an offer made under sub-paragraph (2), the relevant capacity shall be allocated among the members of the MAPA for the succeeding year of account in proportion to their respective participations in the MAPA for the current year of account.
  [(9) Where, subsequent to the date on which an offer is made under sub-paragraph (2), a member of the MAPA for the current year of account gives notice under clause 3.6 of the agreement between him and the operator of the MAPA in the terms of the standard members’ agent’s agreement (referred to for the purposes of this paragraph as “the agreement”) electing to terminate his participation in the MAPA with effect from the end of the current year of account and to continue to participate in the relevant syndicate for the succeeding year of account otherwise than through the MAPA, the operator of the MAPA may allocate to that member such share of the relevant capacity as that member would have been entitled to under sub-paragraph (8) had that member not given such notice under clause 3.6 of the agreement.]
NOTE
5. Reductions in syndicate capacity made by the managing agent
  (1) Subject to sub-paragraph (7), no managing agent shall reduce the syndicate allocated capacity of a syndicate managed by it for the succeeding year of account without complying with the requirements of this byelaw.
  (2) Where a managing agent proposes to reduce the syndicate allocated capacity of a syndicate for the succeeding year of account it shall ensure that the member’s syndicate premium limits of all the members of the syndicate for the current year of account (other than any who cease to be members of the syndicate for the succeeding year of account or request a greater reduction) are reduced by the same proportion, except to the extent of any rounding required to ensure that each member’s syndicate premium limit is an integral multiple of £1.
  (3) For the purposes of this paragraph a MAPA shall be treated as if it were a single member and a different person from any individual who is a member of the MAPA and is also a member of the syndicate otherwise than through the MAPA.
  (4) Any proposed reduction in the syndicate allocated capacity of a syndicate for the succeeding year of account shall be notified in writing no later than the prescribed date:
	(a)	in the case of a member who participates in the syndicate under arrangements made by or through a members’ agent, to that members’ agent on his behalf;
	(b)	in any other case, direct to the member.
  [(4A) Any proposed reduction in the syndicate allocated capacity of a syndicate for the succeeding year of account shall be notified to the Society in such form and in such manner as the Council may from time to time prescribe no later than the prescribed date.]
NOTE
  [(5) Where a managing agent proposes to reduce the syndicate allocated capacity of a syndicate for the succeeding year of account by an amount greater than 15 per cent no such reduction may take place without the prior written consent of the Council.]
NOTE
  (6) In the case of any proposed reduction in the syndicate allocated capacity of an ongoing natural syndicate for the succeeding year of account, the amount by which each member’s member’s syndicate premium limit shall be reduced shall be an amount equal to:
A × X/Y, where:
	A	=the amount by which item Y exceeds the aggregate of the proposed syndicate allocated capacity of the ongoing natural syndicate and the parallel syndicate for the succeeding year of account;
	X	=the member’s syndicate premium limit for the current year of account;
	Y	=the aggregate of the syndicate allocated capacity of the ongoing natural syndicate and the parallel syndicate for the current year of account.
  (7) The Council may permit a managing agent to reduce the syndicate allocated capacity of a syndicate without complying with any or all of the requirements of this byelaw, subject to such conditions as the Council may impose.
6. Approval for proposed increases in syndicate allocated capacity
  (1) A managing agent shall not increase the syndicate allocated capacity of a syndicate for a succeeding year of account by more than 7½ per cent of the syndicate allocated capacity for the current year of account unless the managing agent has given notice in accordance with sub-paragraph (2) of its intention to make such an increase and obtained the requisite level of approval of the members of the syndicate for the current year of account within 14 days after the date on which the managing agent gives such notice.
  (2) Any notice given by the managing agent in accordance with sub-paragraph (1) shall be given in writing:
	(a)	in the case of a member (other than a member who participates in the syndicate through a MAPA) who participates in the syndicate under arrangements made by or through a members’ agent, to that members’ agent on his behalf;
	(b)	in the case of a member who participates in the syndicate through a MAPA, to that MAPA operator; and
	(c)	in any other case, direct to the member.
  (3) For the purposes of this paragraph the “requisite level of approval” means the approval of members (excluding those who by auction or by nomination of a successor under clause 11A.2 of a managing agent’s agreement have wholly surrendered their right to participate in the syndicate for the subsequent year of account) whose member’s syndicate premium limits in aggregate are not less than three quarters of the member’s syndicate premium limits in aggregate of those members whose approval or disapproval is notified to the managing agent.
  (4) A member’s agent which receives a notice under sub-paragraph (2)(a) shall, forthwith after receipt of that notice, inform the member concerned of that notice and shall seek and give effect to the member’s instructions.
  (5) A member’s agent which receives a notice under sub-paragraph (2)(b) may in its absolute discretion either approve or disapprove of the proposed increase notified to it without being obliged to consult or comply with the instructions of any member of the MAPA.
  (6) For the purposes of this paragraph an approval or disapproval may be given:
	(a)	in the case of a member who participates in the syndicate otherwise than under arrangements made by or through a members’ agent, by that member; or
	(b)	in the case of any member (other than a member who participates in the syndicate through a MAPA), through his members’ agent acting on his instructions on his behalf; or
	(c)	in the case of any member who participates in the syndicate through a MAPA, by the operator of the MAPA.
  (7) The managing agent shall keep copies of all replies received by it in response to a notice given under sub-paragraph (2) and furnish them to the Council on request.
  [(8) A managing agent may not increase the syndicate allocated capacity of a syndicate for the succeeding year of account without the prior written consent of the Council if:
	(a)	the proposed increase is an amount greater than 25 per cent of the syndicate allocated capacity of that syndicate for the current year of account; or
	(b)	due to a regulatory concern, the Council has informed the managing agent in writing that any such increase requires the consent of the Council, and any application for the consent of the Council shall be made in writing no later than such date as the Council may specify.]
NOTE
7. Participation of agency staff
  (1) In this paragraph “agency staff” means, in relation to a syndicate, the active underwriter and any partner in or director, employee or officer of the managing agent of the syndicate and “member of the agency staff” has a corresponding meaning.
  (2) Without prejudice to any other right of the managing agent to allocate syndicate allocated capacity a managing agent may allocate to a member or members of the agency staff an amount of syndicate allocated capacity for the succeeding year of account not exceeding in aggregate 2 per cent of the syndicate allocated capacity of the relevant syndicate for the current year of account if the managing agent has given notice of its intention to make such an increase in accordance with sub-paragraph (3) and obtains the requisite level of approval of the members of the syndicate for the current year of account within 14 days after the date on which the managing agent gives such notice.
  (3) Any notice given by the managing agent in accordance with sub-paragraph (2) shall be given in writing:
	(a)	in the case of a member (other than a member who participates in the syndicate through a MAPA) who participates in the syndicate under arrangements made by or through a members’ agent, to that members’ agent on his behalf;
	(b)	in the case of a member who participates in the syndicate through a MAPA, to that MAPA operator; and
	(c)	in any other case, direct to the member.
  (4) For the purposes of this paragraph “requisite level of approval” has the meaning given in paragraph 6(3).
  (5) A member’s agent which receives a notice under sub-paragraph (3)(a) shall, forthwith after receipt of that notice, inform the member concerned of that notice and shall seek and give effect to the member’s instructions.
  (6) A member’s agent which receives a notice under sub-paragraph (3)(b) may in its absolute discretion either approve or disapprove of the proposed increase without being obliged to consult or comply with the instructions of any member of the MAPA.
  (7) For the purposes of this paragraph an approval or disapproval may be given:
	(a)	in the case of a member who participates in the syndicate otherwise than under arrangements made by or through a members’ agent, by that member;
	(b)	in the case of any other member (other than a member who participates in the syndicate through a MAPA), by his members’ agent acting on his instructions on his behalf; or
	(c)	in the case of any member who participates in the syndicate through a MAPA, by the operator of the MAPA.
  (8) The managing agent shall keep copies of all replies received by it in response to a notice issued under this paragraph and furnish them to the Council on request.
8. Power to dispense with offers in overseas jurisdictions
  The Council may determine, either generally or in a particular case, that any offer required to be made by any provision of this byelaw need not be made or shall not be made in, or to members resident or domiciled in, a jurisdiction outside the United Kingdom if it appears to the Council that the making of that offer would be unlawful or would require compliance with unduly burdensome requirements.
9. Power to prescribe
  The Council shall have power to prescribe [:
	(a)	the dates specified in paragraphs 2, 3, 4, 5 and 6;
	(b)	the intervals specified in paragraphs 3 and 4;
	(c)	the form and manner of the notice specified in paragraphs 3, 4 and 5;
	(d)	the form and manner in which the information referred to in paragraph 3(8) is to be sent.]
NOTE
	[(e)	any condition of consent which the Council thinks fit.]
NOTE
10. Time Limits
  The Council may upon application extend as it thinks fit any time limit specified under this byelaw.
11. Underwriting agency agreements
  Nothing in this byelaw constitutes an alteration of any underwriting agency agreement but it shall be the duty of every underwriting agent to exercise its powers under any such agreement so as to comply with this byelaw.
12. Revocations
  The Syndicate Pre-emption Byelaw (No. 15 of 1997) is revoked.
13. Commencement
  This byelaw shall come into force on 23 May 1997.
Schedule 1—Interpretation
  In this byelaw:
“agents’ syndicate list” has the meaning given in the Agency Agreements Byelaw (No. 8 of 1988, 310);
“associate” has the meaning given in the Schedule to the Membership Byelaw (No. 17 of 1993, 111);
“auction” means an auction held under a capacity allocation scheme established under the Auction Byelaw (No. 14 of 1997, 331);
“connected person” has the meaning given in the Schedule to the Membership Byelaw (No. 17 of 1993, 111);
“controller” and “control” have the meanings given in the Schedule to the Membership Byelaw (No. 17 of 1993, 111);
“current year of account” means the year of account corresponding to the year in which any pre-emption offer is made under this byelaw;
“MAPA pre-emptive entitlement” has the meaning given in paragraph 4(2);
“member’s syndicate premium limit” has the meaning given in the Membership Byelaw (No. 17 of 1993, 111);
“nomination” means a nomination under clause 11A.2 of the standard managing agent’s agreement (general) or standard managing agent’s agreement (corporate member) [or a second nomination under the Assignment of Syndicate Participations (Second Nomination) Byelaw (No. 6 of 2000, 349)];
NOTE
“prescribed date” means such date in each year as the Council may from time to time prescribe for the purpose of the provision in which the reference occurs;
[“run-off account” has the meaning given in the Syndicate Accounting Byelaw (No. 18 of 1994, 326);]
NOTE
“requirements of the Council” means any requirement imposed by any byelaw or regulation made under Lloyd’s Acts 1871 to 1982, any condition or requirement imposed or direction given under any such byelaw or regulation, any direction given under section 6 of Lloyd’s Act 1982, any requirement imposed by or under any undertaking given by a member of the Society to Lloyd’s or to the Council and any other requirement imposed or direction given by the Council under Lloyd’s Acts 1871 to 1982; and the phrase “required by the Council” and similar phrases shall be construed accordingly;
“standard members’ agent’s agreement”, “standard managing agent’s agreement (general)” and “standard managing agent’s agreement (corporate member)” have the meanings respectively given in the Agency Agreements Byelaw (No. 8 of 1988);
“succeeding year of account” means in relation to a calendar year and the year of account corresponding to that calendar year, the year of account corresponding to the next following calendar year;
“syndicate allocated capacity” means, in relation to a syndicate, the aggregate of the member’s syndicate premium limits of all the members for the time being of the syndicate together with the member’s syndicate premium limit of any person who was a member of the syndicate on 1 January but who has subsequently died;
“syndicate list” has the meaning given in the Agency Agreements Byelaw (No. 8 of 1988, 310);
“syndicate premium limit” means:
	(a)	in relation to a person who is a member of the syndicate for the current year of account, the member’s syndicate premium limit of that member for the current year of account [together with the amount of the member’s syndicate premium limit in respect of which any nomination has been made in his favour or which has been allocated to him by auction but] less the amount that is the subject of any nomination made by him or which [has been] allocated by him by auction; and
	(b)	in relation to any person [who is not a member of the syndicate for the current year of account but] in whose favour a nomination has been made or who, by auction, has become entitled to participate in the syndicate for the succeeding year of account, the amount of the member’s syndicate premium limit in respect of which such nomination has been made or which has been allocated to him by auction [less the amount of the member’s syndicate premium limit in respect of which any nomination has been made by him or which has been allocated by him by auction].
NOTE
334. Mapa Reporting Byelaw No. 23 of 1997, 2 July 1997
COMMENCEMENT
  This Byelaw came into force on 3 July 1997.
REVOCATION
  This byelaw was revoked on 6 October 1999 by byelaw No. 16 of 1999.
EXPLANATORY NOTE
(This note is not part of the byelaw)
  Every members’ agent shall each year in respect of each MAPA operated by it prepare a MAPA annual report made up to 31 December of the preceding year. This byelaw further sets out the information required to be contained in a MAPA annual report. The byelaw also revokes other byelaw requirements relating to MAPA annual reports.
335. The Syndicate Premium Income
(Monitoring) Regulation No. 1 of 1984, 6 August 1984
COMMENCEMENT
  This regulation commenced on 6 August 1984.
AMENDMENTS
  This regulation was amended by
Syndicate Premium Income (Monitoring) (Amendment) Regulation (No. 1 of 1987)
Miscellaneous Administrative Provisions Regulation (No. 2 of 1993)
Corporate Members (Consequential Amendments) Regulation (No. 5 of 1993)
Syndicate Premium Income (Monitoring) (Amendment No. 3) Regulation (No. 7 of 1993)
Members’ Agents (Information) (Amendment No. 2) Byelaw (No. 4 of 1995)
Syndicate Premium Income (Monitoring) (Amendment No. 4) Regulation (No. 2 of 1997).
1. Interpretation
  (a) Paragraph 1 (Interpretation) of the Syndicate Premium Income Byelaw (No. 6 of 1984) shall apply to this regulation.
   (b) For the purposes of this regulation a year of account of a syndicate shall be treated as being closed at the time as from which all outstanding liabilities of members of the syndicate arising out of insurance business underwritten through the syndicate and [allocable] to that year of account are wholly reinsured at Lloyd’s; and a year of account shall be treated as open until it is closed.
  (c) In this regulation “quarter” means a period of three months ending on the last day of March, June, September or December in any year.
  [(d) In this regulation “motor business” shall have the meaning given to it in Schedule 1 to the Insurance Intermediaries Byelaw (No. 8 of 1990, 313).
  (e) In this regulation “relevant date” shall mean:
	(a)	in relation to syndicates underwriting only motor business, 7 December or such other date as the Council may from time to time prescribe; and
	(b)	in all other cases, 7 November or such other date as the Council may from time to time prescribe.
  (f) In this regulation “relevant period” shall mean:
	(i)	in respect of those syndicates underwriting only motor business, the penultimate month to the month on or before the seventh day of which a statement must be delivered pursuant to paragraph 4(c) of this regulation]
	(ii)	in every other case, the previous month to that month on or before the seventh day of which a statement must be delivered pursuant to paragraph 4(c) of this regulation.]
NOTE
2. Duties of Managing Agents
  Every managing agent shall in respect of every syndicate for the time being managed by it comply with the requirements of paragraphs 3 and 4 below.
3. Forecasts of Syndicate Premium Income
  (a) [On or before 15 January in each] year the managing agent shall deliver to the [Council] a premium income forecast in respect of each year of account of the syndicate then open (other than a year of account ended on or before 31 December 1983) […].
NOTE
  [(aa) In each year, the managing agent shall, before the date prescribed by the Council for the purposes of this sub-paragraph, deliver to the Council a supplementary premium income forecast which shall contain such information and be in such form as the Council may prescribe.]
NOTE
  (b) [[Premium income forecasts prepared under sub-paragraph (a)]] shall be in the prescribed form, [. . .], and shall specify the cumulative level of the relevant syndicate premium income which the managing agent expects to have been credited at the end of each [month for the first year and quarterly thereafter] until the year of account to which the premium income forecast relates is closed, or at such other times as the [Council] may from time to time prescribe, whether generally or in relation to any particular syndicate.
NOTE
  [(ba) On or before 15 December 1993 and on or before the relevant date in each year thereafter the managing agent shall deliver to [[the Council]] a statement comprising cumulative estimates of the aggregate of all premiums which the managing agent knows was or expects will be due or paid to the syndicate (as the case may be) in respect of the following year of account:
	(i)	as at the last day of each month for the 15 month period commencing on 1 October in the year preceding the year of account in question; and
	(ii)	as at 31 December in each of the two subsequent years.]
NOTE
  (c) In this paragraph—
	(i)	“the prescribed form” means such form as the [Council] may from time to time prescribe or may on application in any particular case allow; and
	(ii)	“relevant syndicate premium income” means syndicate premium income required by paragraph 1(c) of the Syndicate Premium Income Byelaw (No. 6 of 1984) to be allocated to the year of account to which the premium income forecast relates.
NOTE
[4. Statements of Syndicate Premium Income
  (a) The managing agent shall, within eight weeks [[(or, in the case of syndicates underwriting insurance business of a class in respect of which a policy is not ordinarily issued and signed by LPSO, four weeks)]], or such other periods as the [Council] may from time to time prescribe, after the end of every quarter, (beginning with the quarter ending on 30 June 1987), in respect of each year of account of the syndicate which was open during that quarter send to [[the Council]] a statement signed by a director of or partner in the managing agent and by the active underwriter of the syndicate and showing the cumulative syndicate premium income credited up to the end of that quarter.
  (b) [[…]]
  [(c) In respect of the year of account corresponding to the year commencing on 1 January 1994, and in respect of each year of account thereafter, every managing agent shall:
	(i)	in respect of the 15 month period commencing on 1 October next before each such year of account, deliver on or before the 7th day of each month, a statement to [[the Council]], setting out the amount of premium due or paid to the syndicate in the relevant period and also setting out the aggregate of such premium (if any) in respect of the relevant period together with all previous months (if any) in respect of which statements are required to be delivered pursuant to this sub-paragraph; and
	(ii)	in respect of each of the two subsequent years following the 15 months period referred to in sub-paragraph (i) deliver, within 14 days of the year end, a statement to [[the Council]] setting out the amount of premium due or paid to the syndicate in the previous year, aggregated with all premium due or paid in the preceding year or 2 years period (as the case may be).]
NOTE
[4A. Publication of information by the Council
	(a)	The Council shall, upon receiving relevant syndicate premium income information publish that information to the extent necessary for the purpose of enabling or facilitating compliance by any member of the Lloyd’s community, or by any connected person in relation to such a member, with the requirements of any regulated market.
	(b)	Upon publishing under sub-paragraph (a) relevant syndicate premium income information in respect of any syndicate year of account, the Council shall send a copy of that information:
	(i)	to every underwriting agent which acts as members’ agent in relation to the syndicate concerned for any member of that syndicate for the year of account concerned; and
	(ii)	to every corporate member of the syndicate concerned in relation to which no members’ agent acts as such in relation to that syndicate for the year of account concerned.
	(c)	In this paragraph:
	(i)	“connected person” has the meaning given in section 346 of the Companies Act 1985;
	(ii)	“member of the Lloyd’s community” has the meaning given in section 14(2) of Lloyd’s Act 1982;
	(iii)	“regulated market” means any market established under the rules of the London Stock Exchange or of any other exchange established and operating in any state which is a member of the European Economic Area;
	(iv)	“relevant syndicate premium income information” means the content of those forecasts and statements referred to in sub-paragraphs 3(a) and (ba) and 4(a) and (c).]
NOTE
5. Duty to give Notice of Overwriting
  (a) If in the case of any syndicate at any time the syndicate premium income allocatable to any year of account exceeds, or appears to the managing agent of the syndicate to have exceeded or to be likely to exceed, the syndicate allocated capacity for that year of account, the managing agent shall forthwith send to the [Council] a written statement containing full particulars of—
	(i)	the syndicate allocated capacity for that year of account;
	(ii)	the extent of the excess or expected excess;
	(iii)	the reasons why the excess has arisen or is expected to arise; and
	(iv)	any remedial action which the managing agent has taken or proposes to take.
  (b) The [Council] may, within 28 days after the receipt by the [Council] of a statement sent pursuant to sub-paragraph (a) above, require the managing agent to send such a statement to the persons specified in sub-paragraph (c) below.
  (c) The persons referred to in sub-paragraph (b) above are—
	(i)	every underwriting member who is or was a member of the syndicate in the year of account concerned, and for whom the managing agent acts as members’ agent; […]
	(ii)	every other underwriting agent which acts as members’ agent for an underwriting member who is or was a member of the syndicate in the year of account concerned[; and
	(iii)	every corporate member (as defined in the Schedule to the Membership Byelaw (No. 17 of 1993, 111)) who is or was a member of the syndicate in the year of account concerned and for whom no underwriting agent acts as member’s agent in relation to that syndicate or, if it so directs, to a Lloyd’s adviser appointed by it.]
NOTE
  (d) Every members’ agent which receives a statement from a managing agent under sub-paragraphs (a) and (b) above shall within fourteen days thereafter send to every underwriting member for whom the members’ agent acts as members’ agent, and who is or was a member of the syndicate concerned in the year of account to which the statement relates—
	(i)	a copy of the statement; and
	(ii)	a covering letter from the members’ agent to the underwriting member, specifying the amount by which his member’s syndicate premium limit has been or is likely to be exceeded in the year of account concerned and explaining (so far as it is reasonably possible for the members’ agent to do so) the extent to which and the manner in which the matters contained in the statement may be expected to affect his underwriting affairs.
NOTE
[6. Signatories to statements
  Every statement required to be served under this regulation shall be signed by a director of or a partner in the managing agent and by the active underwriter of the syndicate.
7. Power to prescribe
The Council shall have power to prescribe the form of each of the statements referred to in this regulation.]
NOTE
336. Following Year Underwriting Regulation No. 3 of 1989, 26 July 1989
COMMENCEMENT
  This regulation commenced on 27 July 1989.
AMENDMENTS
  This regulation was amended by
Following Year Underwriting (Amendment) Regulation (No. 1 of 1990)
Following Year Underwriting (Amendment No. 2) Regulation (No. 1 of 1992)
Following Year Underwriting (Amendment No. 3) Regulation (No. 1 of 1993)
Miscellaneous Administrative Provisions Regulation (No. 2 of 1993)
Corporate Members (Consequential Amendments) Regulation (No. 5 of 1993)
Following Year Underwriting (Amendment No. 4) Regulation (No. 1 of 1997)
Captive Corporate Members Byelaw (No. 19 of 1998).
EXPLANATORY NOTE
  (This note is not part of the regulation.)
  This regulation supplements provisions in the standard managing agent’s agreement set out in Schedule 3 to the Agency Agreements Byelaw (No. 8 of 1988) which deal with contracts made in one year for the account of the following year’s syndicate.
  In the case of new syndicates contracts of this type, whenever made, must be made only by provisional insurers. In the case of existing syndicates, these contracts made on or after 1st September in any year (or for 1989 only, 1st November) must be made only by provisional insurers.
  The regulation also provides that, before making these contracts, the provisional insurers must be members of a provisional syndicate for which the managing agent has prepared a provisional syndicate stamp. This stamp will not need to be submitted to Lloyd’s but it must be available for inspection by specified parties.
  The regulation further states that the provisional insurers’ rights and obligations under these contracts must, once the following year’s syndicate has been constituted, be novated to the members of the following year’s syndicate.
The Committee of Lloyd’s in exercise of the powers delegated to it by the Council of Lloyd’s under section 6(6)(a)(i) of Lloyd’s Act 1982 hereby makes the following regulation.
1. Interpretation
  The provisions of the Schedule to this regulation shall have effect.
2. Provisional insurers
  A person who has been elected an underwriting member of the Society may not be a provisional insurer until the date on which his underwriting membership begins.
3. Relevant contracts and provisional syndicates
  (1) A managing agent may not make a relevant contract on behalf of a provisional insurer unless:
	(a)	the provisional insurer is a member of a provisional syndicate; and
	(b)	his name and the amount of his overall premium limit allocated to the provisional syndicate appear on a provisional syndicate stamp prepared for the provisional syndicate.
  (2) In sub-paragraph (1)(b), the reference to “overall premium limit” means the overall premium limit applicable to the year of account to which are to be allocated the liabilities under relevant contracts made on behalf of the provisional insurer.
  (3) A provisional insurer who is for the time being subject to a direction of administrative suspension or otherwise suspended from underwriting at Lloyd’s may not be a member of a provisional syndicate.
  (4) In the case of a new syndicate, a managing agent shall make relevant contracts only on behalf of a provisional syndicate.
  (5) In the case of a syndicate which is not a new syndicate, a managing agent shall, during the qualifying period, make relevant contracts only on behalf of a provisional syndicate.
4. Provisional syndicate stamps
  (1) A managing agent may not make relevant contracts on behalf of a provisional syndicate unless the managing agent has prepared a provisional syndicate stamp for that provisional syndicate.
  (2) A provisional syndicate stamp shall:
	(a)	bear the date of its preparation;
	(b)	be signed on behalf of the managing agent of the provisional syndicate; and
	(c)	be available for inspection at all reasonable times by:
	(i)	the syndicate auditor appointed to report on the year of account of the syndicate to which the liabilities of the provisional syndicate have been, or are intended to be, transferred and the syndicate auditor of such a syndicate appointed in the year preceding that year of account;
	(ii)	the assured (or his agent or representative) under a contract of insurance made by the members of the provisional syndicate;
	(iii)	an employee of the Society authorised for the purpose of this sub-paragraph by the [Director, Regulatory Services of the Society] or by such other person as he may from time to time appoint to exercise in his absence the power conferred on him by this sub-paragraph; and
NOTE
	(iv)	such other person or persons as the [Council] may from time to time specify in writing.
NOTE
  (3) A managing agent shall, not later than 1st November in every year, in respect of each syndicate on behalf of which insurance business is to be underwritten by the managing agent in the following year;
	(a)	form a provisional syndicate; and
	(b)	prepare a provisional syndicate stamp for the provisional syndicate.
  (4) If a provisional insurer is already a member of a provisional syndicate when he becomes subject to a direction of administrative suspension or otherwise suspended from underwriting at Lloyd’s, the managing agent shall, as soon as practicable after receiving notice of such direction or suspension, prepare a new provisional syndicate stamp which omits that provisional insurer.
[5. Transfer of liabilities
  The managing agent shall make such contracts of novation of the type referred to in clauses 8.3 and 8.3A of the standard managing agent’s agreement as may be necessary fully to carry those clauses into effect.]
NOTE
6. Commencement
  This regulation shall come into force on 27 July 1989.
Schedule. Interpretation
In this regulation, unless the context otherwise requires:
	“[…]”
NOTE
“direction of administrative suspension” has the meaning given to it in the Administrative Suspension Byelaw (No. 7 of 1987, 407);
“managing agent” means an underwriting agent which is listed as a managing agent on the register of underwriting agents maintained under the Underwriting Agents Byelaw (No. 4 of 1984, 101);
“new syndicate” means a syndicate where the year of account to which liabilities under relevant contracts are to be allocated is the first year of account of the syndicate;
“overall premium limit” has the meaning given to it in the Membership Byelaw [(No. 17 of 1993, 111)];
NOTE
“provisional insurer” has the meaning given to it in clause 8.2 of the standard managing agent’s agreement;
“provisional syndicate” means a syndicate that comprises only provisional insurers;
“provisional syndicate stamp” means a document setting out the names of the members of the provisional syndicate and the amount of each such member’s overall premium limit allocated to the provisional syndicate;
“qualifying period” means
	(a)	in relation to 1989, from 1 November until 31 December inclusive; and
	(b)	in relation to 1990 and a subsequent year, from 1 September until 31 December inclusive;
	[(c)	in relation to 1997 and a subsequent year, from 1 October until 31 December inclusive.]
NOTE
“relevant contract” means a contract of insurance or reinsurance which […] will, in accordance with the custom and practice of the Lloyd’s market and any requirements of the Council or the Committee for the time being applicable, constitute a liability of a syndicate allocated to a given year of account notwithstanding that the contract is made before the beginning of the year which corresponds to that year of account;
NOTE
“standard managing agent’s agreement” means the form of agreement set out in Schedule 3 [or 4] to the Agency Agreements Byelaw (No. 8 of 1988, 310);
NOTE
[“syndicate” means an underwriting member or group of underwriting members of Lloyd’s underwriting insurance business at Lloyd’s through the agency of a Lloyd’s underwriting agent to which member or group a particular syndicate number is assigned by the Council;]
NOTE
“syndicate auditor” has the meaning given to it in the Syndicate Audit Arrangements Byelaw (No. 10 of 1984, 102) [and]
“[…]”
“year” means a calendar year, except when used to refer to a year of account.
NOTE
337. Financial Guarantee Insurance Regulation No. 4 of 1989, 27 September 1989
COMMENCEMENT
  This regulation commenced on 28 September 1989.
AMENDMENTS
  This regulation was amended by
    Miscellaneous Administrative Provisions Regulation (No. 2 of 1993)
    Financial Guarantee Insurance (Amendment) Regulation (No. 3 of 1997).
EXPLANATORY NOTE
  (This note does not form part of the regulation.)
  This regulation replaces the agreement between underwriters (originally made in 1924 and amended in 1963) not to underwrite certain types of insurance called financial guarantee insurance.
  The regulation defines financial guarantee insurance and, subject to the exceptions mentioned in the last paragraph of this note, provides that no underwriting member may underwrite financial guarantee insurance without the prior written approval of the Financial Guarantee Committee.
  The regulation gives affected parties the right to appeal to the Committee of Lloyd’s against a refusal by the Financial Guarantee Committee to approve a contract of financial guarantee insurance or the attachment of conditions to an approval.
  The regulation also empowers the Financial Guarantee Committee conclusively to determine whether or not a proposed contract is one of financial guarantee insurance as defined by the regulation.
  Certain types of financial guarantee insurance already approved when the regulation comes into force (for example, salvage and collision guarantees) may continue to be written, as may the financial guarantee reinsurance of insurance companies by approved credit reinsurance syndicates.
The Committee of Lloyd’s in exercise of the power delegated to it by the Council of Lloyd’s under section 6(6)(a)(i) of Lloyd’s Act 1982 hereby makes the following regulation.
1. Interpretation
  (1) In this regulation unless the context otherwise requires:
[…]
NOTE
“insurance company” means any body corporate whether incorporated in the United Kingdom or under the law of a country outside the United Kingdom carrying on insurance business.
  (2) For the avoidance of doubt, in this regulation any reference to a contract of insurance includes any indemnity, guarantee, bond, contract of surety, slip or other similar instrument and references to “insurance” include “reinsurance”.
  (3) In paragraph 4 […], references to “the Committee” include the Committee of Lloyd’s constituted under Lloyd’s Act 1871.
NOTE
2. Prohibition on contracts of financial guarantee insurance
  (1) Subject to sub-paragraph (2) and paragraph 4 no underwriting member shall make any contract of financial guarantee insurance without the prior written approval of the [Council].
  (2) An underwriting member who is a member of a credit reinsurance syndicate approved by the Council may as a member of that syndicate reinsure an insurance company in respect of financial guarantee insurance contracts made by that insurance company.
  (3) Any approval granted under this paragraph may be:
	(a)	general;
	(b)	for [such classes] of contracts of financial guarantee insurance [as the Council may prescribe]; or
	(c)	for a specific contract of financial guarantee insurance.
NOTE
3. Contracts of financial guarantee insurance
  (1) For the purposes of this regulation a contract of insurance is a contract of financial guarantee insurance if:
	(a)	the insurer thereby agrees that on the occurrence of an event specified in the contract he will indemnify the assured against loss caused by the specified event or pay or otherwise benefit the assured to the extent provided by the contract; and
	(b)	the specified event is of a description falling within the Schedule to this regulation; and
	(c)	the specified event is not directly caused by another specified event which is not of a description falling within the Schedule.
  (2) The [Council] may on the application of any person conclusively determine for the purposes of this regulation whether or not a proposed contract of insurance is a contract of financial guarantee insurance.
NOTE
4. Saving for existing approvals
  Subject to any decision taken under paragraph 5 or paragraph 7, contracts of financial guarantee insurance or classes of contracts of financial guarantee insurance that were, immediately before the coming into force of this regulation, contracts or classes of contracts specifically approved in writing by the Committee, the [Council] (or any committee, sub-committee, board or other body which had the authority of the Committee or the Council to approve [or by which the Committee or Council acted in approving] the making of such contracts), are deemed to be approved for the purposes of this regulation, according to the terms and conditions attached to such approval.
NOTE
5. Miscellaneous powers of the Financial Guarantee Committee
  (1) In respect of any approval given under paragraph 2 or in respect of any contract of financial guarantee insurance that is deemed to be approved under paragraph 4, the [Council] may:
	(a)	revoke such approval;
	(b)	attach any condition to such approval; or
	(c)	vary any condition attached to such approval.
  (2) Where the [Council] proposes to [refuse approval under paragraph 2 or] take action under sub-paragraph (1), it shall give to the underwriting agent and the Lloyd’s broker concerned notice in writing of its proposal specifying the reasons why the [Council] proposes to act and, before taking action, the [Council] shall take into account any representations made by or on behalf of the underwriting agent or Lloyd’s broker concerned within the period of 14 days beginning with the date of the service of the notice. After taking account of such representations the [Council] shall decide whether to:
	(a)	take the course of action originally proposed;
	(b)	take no further action; or
	(c)	take some other course of action open to it under any byelaw or regulation for the time being in force
and shall notify the underwriting agent and the Lloyd’s broker concerned of its decision.
NOTE
  [(3) In the absence of any representations being made on behalf of either the underwriting agent or Lloyd’s broker concerned within the period set out in sub-paragraph (2), the Council’s proposal to take action under that sub-paragraph shall be deemed to be a final determination taking effect from the date of the service of notice of the proposal upon the underwriting agent and Lloyd’s broker concerned.]
NOTE
6. Publicity
  The [Council] may publish such details of any determination made under paragraph 3(2) or any decision taken under paragraph 5 as it considers appropriate for facilitating or regulating the conduct of insurance business at Lloyd’s.
NOTE
[…]
NOTE
8. Commencement
  This regulation shall come into force on 28th September 1989.
Schedule
The events referred to in paragraph 3 of the regulation are any of the following:
	(a)	the financial failure, default, insolvency, bankruptcy, liquidation or winding up of any person whether or not a party to the contract of insurance;
	(b)	the financial failure of any venture;
	(c)	the lack of or insufficient receipts, sales or profits of any venture;
	(d)	the lack of or inadequate response or support by sponsors or financial supporters;
	(e)	a change in levels of interest rates;
	(f)	a change in rates of exchange of currency;
	(g)	a change in the value or price of land, buildings, securities or commodities;
	(h)	a change in levels of financial or commodity indices;
	(i)	any liability or obligation under an accommodation bill or similar instrument.
	
338. Personal Stop Loss Reinsurance Regulation No. 2 of 1990, 20 June 1990
COMMENCEMENT
  This regulation commenced on 21 June 1990 and applied to the 1991 year of account and subsequent years of account.
AMENDMENTS
  This regulation was amended by
Personal Stop Loss Reinsurance (Amendment) Regulation (No. 2 of 1991)
Miscellaneous Administrative Provisions Regulation (No. 2 of 1993)
Corporate Members (Consequential Amendments) Regulation (No. 5 of 1993)
Syndicate Accounting Byelaw (No. 18 of 1994)
Members’ Agents (Information) (Amendment No. 2) Byelaw (No. 4 of 1995)
Appeal Tribunal Byelaw (No. 18 of 1995)
Captive Corporate Members Byelaw (No. 19 of 1998).
REVOCATION
  This regulation was revoked on 6 October 1999 by byelaw No. 16 of 1999.
339. Insurance Intermediaries Regulation No. 3 of 1990, 4 July 1990
COMMENCEMENT
  This regulation commences on 4 October 1990.
AMENDMENTS
  This regulation was amended by
    Insurance Intermediaries (Amendment) Regulation (No. 1 of 1991)
    Miscellaneous Administrative Provisions Regulation (No. 2 of 1993)
    Intermediary Amendment Byelaw (No. 10 of 2000)
    Lloyd’s Policy Signing Office Byelaw (No. 11 of 2000).
EXPLANATORY NOTE
(This note is not part of the regulation.)
  In relation to business accepted under the Insurance Intermediaries Byelaw (No. 8 of 1990) this regulation prescribes the form and content of:–
	(a)	the guarantee agreement for use where personal lines business or commercial motor business is to be accepted by the members of a syndicate from a non-Lloyd’s intermediary (schedule 2); and
	(b)	the indemnity agreement for use where commercial motor business is to be accepted by the members of a syndicate through a related Lloyd’s entity directly from any proposer acting on his own behalf (schedule 3).
  Provision is made for the obligations of a managing agent of a syndicate accepting personal lines business or commercial motor business under the byelaw both in relation to such agreements and to the systems of control which a managing agent must maintain in relation to such business.
  The regulation also permits a managing agent of a syndicate to issue any documentation (other than policies of insurance) in respect of personal lines business or commercial motor business accepted under the byelaw. A managing agent of a syndicate is also permitted to authorise a non-Lloyd’s intermediary without the specific prior approval of that managing agent in respect of each insurance to grant temporary cover to an assured and to issue a temporary cover note in relation to personal lines business or commercial motor business accepted under the byelaw.
  The regulation also requires a managing agent and a guaranteeing Lloyd’s broker to furnish information prescribed from time to time by the Committee in relation to personal lines business or commercial motor business accepted under the byelaw.
The Committee of Lloyd’s in exercise of its power under paragraph 6 of the Insurance Intermediaries Byelaw (No. 8 of 1990) hereby makes the following regulation.
Part A—Interpretation
1. Interpretation
  The provisions of Schedule 1 to this regulation (Interpretation) shall have effect.
Part B—Duties and Powers of A Managing Agent
2. Guarantee agreement
  […]
NOTE
3. Indemnity agreement
  […]
NOTE
Part C—Miscellaneous
4. Documentation
  (1) Subject to sub-paragraph (2), a managing agent of a syndicate may issue any documentation (excluding policies of insurance) in respect of [qualifying insurance business] accepted in whole or in part on behalf of the members of that syndicate from a non-Lloyd’s intermediary or through a related Lloyd’s entity.
NOTE
  (2) Any documentation of the nature referred to in sub-paragraph (1) issued by a managing agent of a syndicate shall comply with such requirements (if any) in relation to the form of the documentation as the [Council] may from time to time prescribe for the purposes of this sub-paragraph.
NOTE
  (3) A managing agent of a syndicate shall not issue any documentation referred to in sub-paragraph (1) which:
	(a)	uses any language which would cause an assured to believe that it has been issued by L.P.S.O. and not by that managing agent; or
	(b)	contains any mark or stamp which resembles the embossment made on a Lloyd’s policy of insurance by L.P.S.O.
  (4) A managing agent of a syndicate which has issued any documentation referred to in sub-paragraph (1) in respect of [qualifying insurance business] accepted in whole or in part on behalf of the members of that syndicate from a non-Lloyd’s intermediary or through a related Lloyd’s entity shall cause adequate records of such documentation to be kept and preserved for as long as such records may foreseeably be needed.
NOTE
5. System of Control
  (1) Every managing agent of a syndicate accepting [qualifying insurance business] on behalf of the members of that syndicate from a non-Lloyd’s intermediary or through a related Lloyd’s entity shall establish and maintain such systems and procedures, including maintenance of accounting and other records, as will enable it to exercise adequate control over all matters in relation to such business.
NOTE
  (2) A managing agent’s system of control shall not be regarded as adequate for the purposes of this paragraph unless it is such as will ensure that the managing agent will at all times be in a position to observe and comply with its obligations under this regulation.
  (3) Every managing agent of a syndicate accepting [qualifying insurance business] on behalf of the members of that syndicate from a non-Lloyd’s intermediary or through a related Lloyd’s entity under the Insurance Intermediaries Byelaw (No. 8 of 1990) shall ensure that sufficient arrangements are made by the non-Lloyd’s intermediary or related Lloyd’s entity to enable such intermediary or entity to observe and comply with local requirements (if any) in force from time to time which may be made by the regulatory or fiscal authorities of the country in which the business originates.
NOTES
6. Authority of a non-Lloyd’s intermediary to grant temporary cover
  In relation to personal lines business[, commercial life business] or commercial motor business a managing agent of a syndicate may authorise a non-Lloyd’s intermediary without the specific prior approval of that managing agent:
	(a)	to grant temporary cover to an assured on behalf of the members of any syndicate for which the managing agent is acting pending the conclusion or the refusal by the managing agent of any such syndicate of a contract of insurance between the members of that syndicate and the assured; and
	(b)	to issue a temporary cover note in respect thereof to an assured;
provided always that a managing agent shall not authorise a non-Lloyd’s intermediary to grant temporary cover to an assured for an aggregate period which exceeds 120 days.
NOTE
7. Information to be furnished by a managing agent
  Every managing agent of a syndicate on behalf of whose members [qualifying insurance business] is accepted from a non-Lloyd’s intermediary or through a related Lloyd’s entity shall furnish to the [Council] such information, explanations and particulars as the [Council] may from time to time require in relation to such business for:
	(a)	regulatory, tax or solvency purposes; or
	(b)	in connection with the effective collection of such levies as may from time to time be charged by any interested party on such business.
NOTE
8. Information to be furnished by a guaranteeing Lloyd’s broker
  […]
NOTE
Part D—Supplementary
9. Commencement
  This regulation shall come into force on 4th October 1990.
  […]
NOTE
340. Binding Authorities
Regulation No. 5 of 1990, 3 October 1990
COMMENCEMENT
  This regulation commenced on 4 October 1990.
AMENDMENTS
  This regulation was amended by
Miscellaneous Administrative Provisions Regulation (No. 2 of 1993)
Binding Authorities (Amendment) Regulation (No. 1 of 1995).
EXPLANATORY NOTE
  (This note is not part of the regulation.)
  This regulation consolidates the Binding Authorities Regulation (No. 1 of 1985), the Binding Authorities (Amendment) Regulation (No. 1 of 1988) and the Binding Authorities (Amendment No. 2) Regulation (No. 2 of 1989) and makes amendments as a result of the Insurance Intermediaries Byelaw (Byelaw No. 8 of 1990). At the same time it provides that where the coverholder is required to be an approved correspondent, certain classes of delegates of the coverholder must also be approved.
  The Committee of Lloyd’s in exercise of its powers under paragraph 4 of the Binding Authorities Byelaw (No. 9 of 1990) hereby makes the following regulation.
1. Interpretation
  (1) In this regulation “the byelaw” means the Binding Authorities Byelaw (No. 9 of 1990, 314).
  (2) Unless the context otherwise requires expressions used in this regulation have the meanings given to them in the byelaw.
  (3) In this regulation “domestic personal lines business” and “domestic commercial motor business” mean respectively personal lines business and commercial motor business where the risk originates in the United Kingdom.
2. Application of the regulation
  (1) Paragraphs 4, 5, 6 and 7 of this regulation shall not apply to marine open cargo covers.
  (2) Paragraphs 3, 5, 6 and 7 of this regulation shall not apply where:
	(a)	the coverholder under the binding authority is a related Lloyd’s entity or a Lloyd’s broker; and
	(b)	the authority of the coverholder under the binding authority is restricted to accepting domestic personal lines business or domestic commercial motor business.
  (3) This regulation shall not apply to the binding authorities specified in paragraph 1(3)(c) of the Schedule to the byelaw.
[3. Signing at LPSO
  (1) Subject to sub-paragraph (2), every binding authority shall be presented for signing at LPSO by such persons and in accordance with such procedures and requirements as the Council may from time to time prescribe.
  (2) The Council may from time to time exempt any binding authority or class of binding authority from the provisions of sub-paragraph (1) and any exemption granted pursuant to this sub-paragraph may be for such period and subject to such conditions and requirements as the Council considers fit.]
NOTE
4. Delegation under binding authorities
  (1) Every binding authority shall prohibit the delegation by the coverholder of the power to accept business on behalf of underwriting members except as provided in this paragraph.
  (2) Subject to sub-paragraphs (3) and (4), a coverholder may with the prior written agreement of an underwriter acting on behalf of underwriting members delegate to another person such powers of the coverholder under the binding authority as may be agreed by the underwriter.
  (3) Where a person is required to be approved as a correspondent under the Approval of Correspondents Regulation (No. 4 of 1990, 116), no underwriter shall agree to a delegation by a coverholder to such a person unless that person is so approved.
  (4) Sub-paragraph (2) shall not apply where the coverholder is a related Lloyd’s entity as respects the authority of the related Lloyd’s entity under the binding authority to accept personal lines business or commercial motor business otherwise than from or through a Lloyd’s broker under the Insurance Intermediaries Byelaw (No. 8 of 1990, 313) and any regulation made thereunder.
5. Territorial General Cover Conditions
  Every binding authority shall incorporate such territorial general cover conditions as the [Council] may from time to time prescribe.
NOTE
6. Check list
  (1) The [Council] may from time to time prescribe classes of binding authorities in respect of which every leading underwriter shall, where he subscribes to a binding authority in such a class, complete and sign a document (a “check list”) and such other documents as the [Council] may from time to time prescribe.
  (2) The [Council] may from time to time prescribe such forms of, and conditions and procedures for the submission of, the check list and any accompanying document to LPSO or to such other person as the [Council] considers appropriate.
NOTE
7. Registration of binding authorities
  (1) The [Council] may from time to time establish a scheme for the registration of binding authorities or classes of binding authorities.
  (2) Where a binding authority is required to be registered under a scheme established under sub-paragraph (1), no insurance business may be accepted under a binding authority unless the binding authority has been duly registered under the scheme.
NOTE
8. Revocations and transitional provisions
  (1) The following regulations are revoked:
	(a)	Binding Authorities Regulation (No. 1 of 1985);
	(b)	Binding Authorities (Amendment) Regulation (No. 1 of 1988); and
	(c)	Binding Authorities (Amendment No. 2) Regulation (No. 2 of 1989).
  (2) Every binding authority which, immediately before this regulation comes into force, complies with the regulations mentioned in sub-paragraph (1) shall be deemed to comply with this regulation.
  (3) Subject to any territorial general cover conditions prescribed under paragraph 5 of this regulation, any territorial general cover conditions prescribed under the Binding Authorities Regulation (No. 1 of 1985) and in effect at the date this regulation comes into force shall continue to have effect.
9. Commencement
  This regulation shall come into force on 4th October 1990.
341. Transitional and Conversion Arrangements (Corporate Member) Regulation No. 1 of 1994, 5 October 1994
COMMENCEMENT
  This regulation came into force on 5 October 1994.
EXPLANATORY NOTE
  This regulation modifies the application of a number of other regulations to take account of arrangements approved under the Transitional and Conversion Arrangements (Corporate Member) Byelaw (No. 9 of 1994) under which an individual member of the Society may transfer the whole of its current underwriting business at Lloyd’s to a corporate member.
The Council of Lloyd’s in exercise of its powers under section 6(1) Lloyd’s Act 1982 by special resolution hereby makes the following regulation.
1. Interpretation
  Words and expressions defined in the Transitional and Conversion Arrangements (Corporate Member) Byelaw (No. 9 of 1994) shall have the same meaning in this regulation.
2. Modification of application of certain regulations
  Upon any approved transfer agreement coming into effect in accordance with its terms, the application of the following regulations shall be modified in the following manner in relation to the parties to that approved transfer agreement:
	(a)	where a transferor’s members’ agent receives:
	(i)	a forecast under paragraph 3(a) of the Syndicate Premium Income (Monitoring) Regulation (No. 1 of 1984); or
	(ii)	a statement under paragraph 3(ba), 4(a) or 4(c) of that regulation,
		in respect of a year of account for which the transferor was a member of the syndicate to which that forecast or statement relates, unless the transferor’s members’ agent is also the transferee’s members’ agent, it shall promptly send a copy of that forecast or statement to the transferee’s members’ agent or to any Lloyd’s adviser appointed by the transferee;
	(b)	where a transferor’s managing agent is required under paragraph 5(b) of the Syndicate Premium Income (Monitoring) Regulation (No. 1 of 1984, 335) to send a statement to the transferor it shall also be obliged to send, at the same time, a copy of that statement to the transferee;
	(c)	where a transferor’s members’ agent receives a statement under paragraph 5(b) of the Syndicate Premium Income (Monitoring) Regulation (No. 1 of 1984, 335) in respect of a year of account for which the transferor was a member of the syndicate to which that statement relates, unless the transferor’s members’ agent is also the transferee’s members’ agent, it shall promptly send a copy of that statement to the transferee’s members’ agent or a Lloyd’s adviser appointed by the transferee and, when sending that statement and the covering letter required by paragraph 5(d)(ii) of the regulation to the transferor, the transferor’s members’ agent shall also send a copy of that statement and covering letter to the transferee;
	(d)	where a transferor’s managing agent is required under paragraph 6(2) of the Personal Stop Loss Reinsurance Regulation (No. 2 of 1990) to send a statement to the transferor it shall at the same time send a copy of that statement to the transferee;
	(e)	where a transferor’s members’ agent receives a statement under paragraph 6(2) of the Personal Stop Loss Reinsurance Regulation (No. 2 of 1990) in respect of a year of account for which the transferor was a member of the syndicate to which that statement relates, unless the transferor’s members’ agent is also the transferee’s members’ agent, it shall promptly send a copy of that forecast or statement to the transferee’s members’ agent or to a Lloyd’s adviser appointed by the transferee and, when sending that statement and the covering letter required by paragraph 6(4)(b) of the regulation to the transferor, the transferor’s members’ agent shall be obliged, at the same time, to send a copy of that statement and covering letter to the transferee;
	(f)	where a transferor’s managing agent is required under paragraph 7(5) of the Personal Stop Loss Reinsurance Regulation (No. 2 of 1990) to send a notice and explanation to the transferor it shall be obliged at the same time to send a copy of that notice and explanation to the transferee;
	(g)	where a transferor’s members’ agent receives a notice and explanation under paragraph 7(5) of the Personal Stop Loss Reinsurance Regulation (No. 2 of 1990) in respect of a year of account for which the transferor was a member of the syndicate to which that statement relates, unless the transferor’s members’ agent is also the transferee’s members’ agent, it shall promptly send a copy of that notice and explanation to the transferee’s members’ agent or a Lloyd’s adviser appointed by the transferee and, when sending that notice and explanation with any further explanation it considers appropriate under paragraph 7(7) to the transferor, the transferor’s members’ agent shall at the same time copy that notice, explanation and any further explanation to the transferee.
3. Commencement
  This regulation shall come into force on 5 October 1994.
342. Bilateral Arrangements (1998) Byelaw No. 8 of 1998, 6 May 1998
COMMENCEMENT
  This byelaw came into force on 6 May 1998.
EXPLANATORY NOTE
(This note is not part of the byelaw)
  This byelaw sets out the general structure of the rules governing a permitted bilateral arrangement and extends the categories permitted by paragraph 14 of the Agency Agreement Byelaw of the “participation nomination” provided for by clause 11A of the standard managing agent’s agreement. Permitted bilateral arrangements are subject to certain rules analogous to some of the Auction Rules: the amount of capacity transferred is subject to any “de-emption” by the managing agent; and managing agents are required to enter into standard agency agreements with the nominee and the nominee’s members’ agent.
  To avoid any suggestion that permitted bilateral arrangements involve the issue of, or trading in, securities for the purpose of US securities law members (or prospective members) are each limited to 25 permitted bilateral arrangements per syndicate. For the purpose of the 25 transaction limit, the syndicate MAPA capacity is treated as if it were that of a single member.
  The byelaw applies only to transactions during 1998 for the 1999 year of account.
The Council of Lloyd’s in exercise of its powers under section 6(2) of, and paragraphs (4) and (15) of Schedule 2 to, Lloyd’s Act 1982 by special resolution hereby makes the following byelaw.
Part A—Preliminary
1. Interpretation
  (1) In this byelaw “permitted bilateral arrangement” means a participation nomination:
	(a)	validated by or under the authority of the Auction Official during the period beginning on 17 July 1998 and ending on 25 September 1998;
	(b)	for which the only consideration is cash; and
	(c)	which complies with the requirements of this byelaw and the conditions imposed or requirements made under it.
  (2) The provisions of the Schedule to this byelaw (interpretation) shall have effect.
Part B—Permitted Bilateral Arrangements
2. Amendment of Agency Agreements Byelaw (No. 8 of 1988, 310)
  [These amendments have been made on the original byelaw.]
3. Auctions
  (1) Where the proposed permitted bilateral arrangement concerns a syndicate in respect of which a tender order has been submitted in the most recent auction which:
	(a)	specified a floor limit lower than the price specified in the proposed permitted bilateral arrangement; and
	(b)	remains unsatisfied
the proposed nominee shall satisfy that order in priority to the proposed permitted bilateral arrangement in accordance with the requirements and conditions made by the Council under paragraph 5.
  (2) Where the proposed bilateral arrangement concerns a syndicate in respect of which a subscription order has been submitted in the most recent auction which:
	(a)	specified a subscriber’s premium higher than the price specified in the proposed permitted bilateral arrangement; and
	(b)	remains unsatisfied
the party making the proposed participation nomination shall satisfy that order in priority to the proposed permitted bilateral arrangement in accordance with the requirements and conditions made by the Council under paragraph 5.
4. Validation
  (1) A permitted bilateral arrangement shall be conditional on its validation by or under the authority of the Auction Official.
  (2) The validation of any permitted bilateral arrangement shall be effected in such manner and within such period, and subject to such other conditions and requirements as are for the time being prescribed under paragraph 5.
5. Conditions and requirements
  (1) The Council may prescribe such conditions or requirements to be satisfied or complied with in relation to any permitted bilateral arrangement as it may think fit.
  (2) Without prejudice to the generality of sub-paragraph (1), any conditions and requirements under that sub-paragraph:
	(a)	may include requirements as to the manner in which and time by which any submission for validation under paragraph 4 shall be made;
	(b)	may include the requirement to complete notices or other documents with such contents and such form as may be prescribed by the Auction Official or any other person for the time being authorised by the Council;
	(c)	may include the requirement to execute and deliver or otherwise become a party to any form of contract, assignment, undertaking, mandate, or other document or instrument whatsoever prescribed by the Auction Official or any other person for the time being authorised by the Council;
	(d)	may be applicable generally or in relation to any particular case or class of cases;
	(e)	may specify circumstances in which a person is to be exempt from any such condition or requirement or may be excused from compliance with any such condition or requirement to such extent as the Council may think fit; and
	(f)	may contain incidental, supplementary and transitional provisions.
6. Annual limit on permitted bilateral arrangements
  (1) A member, a candidate, or a prospective candidate shall not enter into more than 25 permitted bilateral arrangements in any one year of account in relation to the same syndicate, whether as the member making the participation nomination or as the nominee.
  (2) For the purpose of this paragraph only, permitted bilateral arrangements made in respect of prospective participations through a single MAPA shall be treated as a single permitted bilateral arrangement.
7. Reduction in syndicate capacity made by managing agent
  Where, in accordance with paragraph 5 of the Syndicate Pre-emption Byelaw (No. 19 of 1997, 333), a managing agent reduces the syndicate allocated capacity of a syndicate for the 1999 year of account the amount of his member’s syndicate premium limit in respect of which a member may make a permitted bilateral arrangement shall be reduced by the same proportion as the member’s syndicate premium limits of the members for the 1998 year of account who are to participate in the syndicate for the 1999 year of account.
8. Overseas jurisdictions
  (1) The Council may prohibit, or impose such conditions or requirements as it thinks fit in relation to, any permitted bilateral arrangement where any party thereto is resident or domiciled in a jurisdiction outside the United Kingdom if it appears to the Council that such arrangement would be unlawful or would require compliance with unduly burdensome requirements.
  (2) The powers of the Council under this paragraph may be exercised generally or in relation to any particular case or class of cases.
9. Fees
  The Council may prescribe fees to be paid by any person in respect of any permitted bilateral arrangement or the validation thereof.
Part C—Miscellaneous and Supplementary
10. Modification of Conversion Rules and Auction Rules etc
  The Council may in relation to permitted bilateral arrangements or for purposes consequential to this byelaw amend, modify or disapply, whether generally or in relation to a particular case or class of cases, any provision of the Conversion Rules, the Auction Rules or any conditions or requirements made in respect of corporate members under the Membership Byelaw (No. 17 of 1993, 111).…
12. Furtherance of permitted bilateral arrangement
  (1) The managing agent and the nominee’s members’ agent shall do all such acts and things and shall execute all such documents as shall be necessary or expedient on their part to give effect to a permitted bilateral arrangement.
  (2) Without limiting the generality of sub-paragraph (1), the managing agent shall enter into an agreement in the terms of the standard managing agent’s agreement (general) or standard managing agent’s agreement (corporate member) with the nominee.
  (3) Subject to sub-paragraph (4) and without limiting the generality of sub-paragraph (1), the managing agent shall enter into an agreement in the terms of the standard agent’s agreement with the nominee’s members’ agent if there is no such agreement current between the managing agent and that members’ agent.
  (4) The Council may, on application by the managing agent, waive the requirements of sub-paragraph (3) in any particular case.
13. Commencement
  This byelaw shall come into force on 6 May 1998.
Schedule—Interpretation
  In this byelaw, unless the context otherwise requires:
“auction” means an auction held under a capacity allocation scheme established under the Auction Byelaw (No. 14 of 1997, 331);
“Auction Official” means the person for the time being appointed under paragraph 3 of the Auction Byelaw (No. 14 of 1997, 331);
“Auction Rules” means the Auction Rules, as from time to time amended, made by the Council under paragraph 2(5) of the Auction Byelaw (No. 14 of 1997, 331);
“floor limit” means the minimum premium which a tenderer requires to receive in respect of each £1 of tendered capacity in an auction;
“participation nomination” means a nomination such as is referred to in clause 11A.2 of an agreement in the terms of the standard managing agent’s agreement (general) or of the standard managing agent’s agreement (corporate member) respectively prescribed by the Agency Agreements Byelaw (No. 8 of 1988, 310);
“prospective participation” means in relation to a syndicate, the amount of the member’s syndicate premium limit with which a person will for the time being be entitled to participate as a member of that syndicate for the 1999 year of account;
“subscribed capacity” means the amount of the prospective participation specified in a subscription order;
“subscriber” means a person on whose behalf a subscription order is submitted;
“subscriber’s premium” means the premium which a subscriber is willing to pay in respect of each £1 of subscribed capacity;
“subscription order” has the meaning given in the Auction Byelaw (No. 14 of 1997, 331);
“syndicate” means a group of members of Lloyd’s or a single corporate member underwriting insurance business at Lloyd’s through the agency of a managing agent to which a particular syndicate number is assigned by or under the authority of the Council;
“tendered capacity” means the amount of the prospective participation specified in a tender order;
“tenderer” means a person on whose behalf a tender order is submitted;
“tender order” has the meaning given in the Auction Byelaw (No. 14 of 1997, 331);
“validation date” means the date on which a permitted bilateral arrangement is validated and becomes unconditional;
343. Training and Development Byelaw No. 23 of 1998, 22 December 1998
COMMENCEMENT
  This byelaw came into force on 1 January 1999.
AMENDMENTS
  This byelaw was amended by:
Underwriting Agents (Amendment No. 16) Byelaw (No. 15 of 1999).
EXPLANATORY NOTE
(This note is not part of the byelaw.)
  This byelaw revises and consolidates the following byelaws:
	(a)	Lloyd’s Market Certificate Byelaw (No. 6 of 1989, 109);
	(b)	Lloyd’s Introductory Test Byelaw (No. 8 of 1985, 104); and
	(c)	Underwriting Agents Qualification Byelaw (No. 31 of 1993, 113),
which are accordingly revoked.
  This byelaw provides that each underwriting agent, run-off company or Lloyd’s adviser shall prepare a training and development plan. Lloyd’s brokers are not required to prepare a training and development plan.
  Council may make requirements under this byelaw that the Lloyd’s Introductory Test and other qualification and experience requirements must be met by certain individuals as a precondition to carrying out certain functions at Lloyd’s. Such requirements may apply to underwriting agents, Lloyd’s brokers, Lloyd’s advisers and run-off companies.
The Council of Lloyd’s in exercise of its powers under section 6(2) of Lloyd’s Act 1982 by special resolution hereby makes the following byelaw.
1. Interpretation
  The Schedule to this byelaw (interpretation) shall have effect.
2. Examination, qualifications and experience requirements
  The Council may make requirements that any person shall, as a condition of exercising such functions in relation to the conduct of insurance business at Lloyd’s or to the affairs of members of Lloyd’s as may be specified, have:
	(a)	met such examination and qualification requirements as are prescribed by the Council; and
	(b)	such relevant experience as is specified by the Council.
3. Training and development plans
  (1) Every underwriting agent [and] run-off company […] shall:
	(a)	prepare a training and development plan; and
	(b)	nominate a director or partner, whose identity shall be notified to the Council, responsible for the preparation and implementation of the training and development plan (without prejudice to the responsibilities of the directors or partners).
  (2) Without limiting sub-paragraph (1), a person nominated in accordance with sub-paragraph (1)(b) shall ensure that:
	(a)	the training and development plan and its implementation are considered and reviewed by the directors or partners at intervals of not more than twelve months and that such review is documented and capable of production to the Council on request; and
	(b)	the first such training and development plan and documented review is in place and capable of production to Lloyd’s not later than 30 June 1999.
NOTE
4. Continuing professional education
  The Council may make requirements that every active underwriter, executive director or partner or compliance officer of an underwriting agent [other than a corporate adviser], participate in programmes of continuing professional education and development.
NOTE
5. Revocation and amendment of byelaws
  (1) The following byelaws are revoked:
	(a)	Lloyd’s Market Certificate Byelaw (No. 6 of 1989, 109); and
	(b)	Lloyd’s Introductory Test Byelaw (No. 8 of 1985, 104); and
	(c)	Underwriting Agents Qualification Byelaw (No. 31 of 1993, 113).
  (2) The Underwriting Agents Byelaw (No. 4 of 1984, 101) is amended as follows:
[these amendments have been made on the original byelaw]
6. Exemptions
  Council may at its absolute discretion grant exemptions to any requirements made under this byelaw for such period and on such conditions as it thinks fit.
7. Commencement
  This byelaw shall come into force on 1 January 1999.
Schedule—Interpretationparagraph 1
  In this byelaw, unless the context otherwise requires:
“active underwriter” has the meaning given in the Underwriting Agents Byelaw (No. 4 of 1984, 101);
“compliance officer” means a person appointed by an underwriting agent in accordance with paragraph 52A of the Underwriting Agents Byelaw (No. 4 of 1984, 101);
[“corporate adviser” has the meaning given in the Underwriting Agents Byelaw (No. 4 of 1984, 101);]
[…]
NOTE
“run-off company” has the meaning given in the Run-Off Companies Byelaw (No. 2 of 1995, 114);
“training and development plan” means a training and development plan as required by paragraph 3(1)(a) of this byelaw;
“underwriting agent” means an underwriting agent as defined in the Underwriting Agents Byelaw (No. 4 of 1984, 101).
344. Waiver Byelaw No. 3 of 1999, 3 March 1999
COMMENCEMENT
  This byelaw came into force on 1 April 1999.
EXPLANATORY NOTE
(This note does not form part of the byelaw.)
  This byelaw provides for the giving of directions for dispensation from the provisions of byelaws or regulations or any requirements made or conditions imposed under byelaws or regulations. Such directions are given at the discretion of the Council and subject to the Council being satisfied as to the matters set out in sub-paragraph 1(2) of the byelaw.
  The Council may prescribe requirements as to the giving of directions.
The Council of Lloyd’s in exercise of its powers under section 6(2) of Lloyd’s Act 1982 by special resolution hereby makes the following byelaw.
1. Waiver of byelaws, etc.
  (1) Subject to sub-paragraph (2), the Council may at any time direct that, to the extent specified, any person shall be dispensed from compliance with any provision of any byelaw or regulation made under Lloyd’s Acts 1871 to 1982 or of any requirement made or condition imposed under any such byelaw or regulation.
  (2) The Council may give directions under sub-paragraph (1) only if it considers that:
	(a)	compliance would be unduly burdensome on the person in relation to whom the dispensation is to apply having regard to the benefit that compliance would confer on members of the Society or Lloyd’s policyholders; and
	(b)	the dispensation will not result in any undue risk to any member of the Society or any Lloyd’s policyholder.
  (3) The Council may prescribe requirements as to giving directions under sub-paragraph (1).
2. Terms of directions, requirements etc.
  Any directions given under this byelaw:
	(a)	may be made individually or in respect of any class or classes of persons;
	(b)	may be varied or revoked from time to time in whole or in part or as to any period, condition or requirement;
	(c)	may make different provisions for different cases; and
	(d)	may include provisions for the disclosure to any persons whether by the person to whom the direction is given or by the Council of the circumstances and details of the dispensation including the disclosure of the name of the person to whom the direction is given.
3. Powers cumulative
  The powers conferred by this byelaw are cumulative and are in addition to any other powers of the Council under Lloyd’s Acts 1871 to 1982 and the byelaws and regulations made under those Acts. Accordingly, except where this byelaw expressly provides otherwise, no provision of this byelaw shall be construed as limiting any power conferred by or under any other provision of this byelaw or any other byelaw or regulation made or to be made under Lloyd’s Acts 1871 to 1982.
4. Commencement
  This byelaw comes into force on 1 April 1999.
345. Bilateral Arrangements Byelaw No. 4 of 1999, 14 April 1999
COMMENCEMENT
  This byelaw came into force on 14 April 1999.
AMENDMENTS
  This byelaw was amended by
Assignment of Syndicate Participations (Second Nomination) Byelaw (No. 6 of 2000).
EXPLANATORY NOTE
(This note is not part of the byelaw.)
  This byelaw sets out the general structure of the rules governing a permitted bilateral arrangement. Permitted bilateral arrangements are subject to certain rules analogous to some of the Auction Rules: the amount of capacity transferred is subject to any “de-emption” by the managing agent; and managing agents are required to enter into standard agency agreements with the nominee and the nominee’s members’ agents.
  To avoid any suggestion that permitted bilateral arrangements involve the issue of, or trading in, securities for the purpose of US securities law members (or prospective members) are each limited to 25 permitted bilateral arrangements per syndicate. For the purpose of the 25 transaction limit, the syndicate MAPA capacity is treated as if it were that of a single member.
The Council of Lloyd’s in exercise of its powers under section 6(2) of, and paragraphs (4) and (15) of Schedule 2 to, Lloyd’s Act 1982 by special resolution hereby makes the following byelaw.
Part A—Preliminary
1. Interpretation
  (1) In this byelaw “permitted bilateral arrangement” means a participation nomination [or a second nomination]:
	(a)	validated by or under the authority of the Auction Official during such period as the Council may from time to time prescribe;
	(b)	for which the only consideration is cash; and
	(c)	which complies with the requirements of this byelaw and the conditions imposed or requirements made under it.
  (2) The provisions of the Schedule to this byelaw (interpretation) shall have effect.
NOTE
Part B—Permitted Bilateral Arrangements
2. Amendment of Agency Agreements Byelaw (No. 8 of 1988, 310)
  [These amendments have been made on the main byelaw.]
3. Auctions
  (1) Where the proposed permitted bilateral arrangement concerns a syndicate in respect of which a tender order has been submitted in the most recent auction which:
	(a)	specified a floor limit lower than the price specified in the proposed permitted bilateral arrangement; and
	(b)	remains unsatisfied
the proposed nominee shall satisfy that order in priority to the proposed permitted bilateral arrangement in accordance with the requirements and conditions made by the Council under paragraph 5.
  (2) Where the proposed bilateral arrangement concerns a syndicate in respect of which a subscription order has been submitted in the most recent auction which:
	(a)	specified a subscriber’s premium higher than the price specified in the proposed permitted bilateral arrangement; and
	(b)	remains unsatisfied
the party making the proposed participation nomination [or second nomination] shall satisfy that order in priority to the proposed permitted bilateral arrangement in accordance with the requirements and conditions made by the Council under paragraph 5.
NOTE
4. Validation
  (1) A permitted bilateral arrangement shall be conditional on its validation by or under the authority of the Auction Official.
  (2) The validation of any permitted bilateral arrangement shall be effected in such manner and within such period, and subject to such other conditions and requirements, as are for the time being prescribed under paragraph 5.
5. Conditions and requirements
  (1) The Council may prescribe such conditions or requirements to be satisfied or complied with in relation to any permitted bilateral arrangement as it may think fit.
  (2) Without prejudice to the generality of sub-paragraph (1), any conditions and requirements under that sub-paragraph:
	(a)	may include requirements as to the manner in which and time by which any submission for validation under paragraph 4 shall be made;
	(b)	may include the requirement to complete notices or other documents with such contents and such form as may be prescribed by the Auction Official or any other person for the time being authorised by the Council;
	(c)	may include the requirement to execute and deliver or otherwise become a party to any form of contract, assignment, undertaking, mandate, or other document or instrument whatsoever prescribed by the Auction Official or any other person for the time being authorised by the Council;
	(d)	may be applicable generally or in relation to any particular case or class of cases;
	(e)	may specify circumstances in which a person is to be exempt from any such condition or requirement or may be excused from compliance with any such condition or requirement to such extent as the Council may think fit; and
	(f)	may contain incidental, supplementary and transitional provisions.
6. Annual limit on permitted bilateral arrangements
  (1) A member or a candidate shall not enter into more than 25 permitted bilateral arrangements in any one year of account in relation to the same syndicate, whether as the member making the participation nomination [or the second nomination] or as the nominee.
  (2) For the purpose of this paragraph only, permitted bilateral arrangements made in respect of prospective participations through a single MAPA shall be treated as a single permitted bilateral arrangement.
NOTE
7. Reduction in syndicate capacity made by managing agent
  Where, in accordance with paragraph 5 of the Syndicate Pre-emption Byelaw (No. 19 of 1997, 333), a managing agent reduces the syndicate allocated capacity of a syndicate for the succeeding year of account the amount of his member’s syndicate premium limit in respect of which a member may make a permitted bilateral arrangement shall be reduced by the same proportion as the member’s syndicate premium limits of the members for the current year of account who are to participate in the syndicate for the succeeding year of account.
8. Overseas jurisdictions
  (1) The Council may prohibit, or impose such conditions or requirements as it thinks fit in relation to, any permitted bilateral arrangement where any party thereto is resident or domiciled in a jurisdiction outside the United Kingdom if it appears to the Council that such arrangement would be unlawful or would require compliance with unduly burdensome requirements.
  (2) The powers of the Council under this paragraph may be exercised generally or in relation to any particular case or class of cases.
9. Fees
  The Council may prescribe fees to be paid by any person in respect of any permitted bilateral arrangement or the validation thereof.
Part C—Miscellaneous and Supplementary
10. Modification of Conversion Rules and Auction Rules etc.
  The Council may in relation to permitted bilateral arrangements or for purposes consequential to this byelaw amend, modify or disapply, whether generally or in relation to a particular case or class of cases, any provision of the Conversion Rules, the Auction Rules or any conditions or requirements made in respect of corporate members under the Membership Byelaw (No. 17 of 1993, 111).
11. Furtherance of permitted bilateral arrangement
  (1) The managing agent and the nominee’s agent shall do all such acts and things and shall execute all such documents as shall be necessary or expedient on their part to give effect to a permitted bilateral arrangement.
  (2) Without limiting the generality of sub-paragraph (1), the managing agent shall enter into an agreement in the terms of the standard managing agent’s agreement (general) or standard managing agent’s agreement (corporate member) with the nominee.
  (3) Subject to sub-paragraph (4) and without limiting the generality of sub-paragraph (1), the managing agent shall enter into an agreement in the terms of the standard agent’s agreement with the nominee’s members’ agent if there is no such agreement current between the managing agent and that members’ agent.
  (4) The Council may, on application by the managing agent, waive the requirements of sub-paragraph (3) in any particular case.
12. Commencement
  This byelaw shall come into force on 14 April 1999.
Schedule. Interpretation
In this byelaw, unless the context otherwise requires—
“auction” means an auction held under a capacity allocation scheme established under the Auction Byelaw (No. 14 of 1997, 331);
“Auction Official” means the person for the time being appointed under paragraph 3 of the Auction Byelaw (No. 14 of 1997, 331);
“Auction Rules” means the Auction Rules, as from time to time amended, made by the Council under paragraph 2(5) of the Auction Byelaw (No. 14 of 1997, 331);
“floor limit” means the minimum premium which a tenderer requires to receive in respect of each £1 of tendered capacity in an auction;
“participation nomination” means a nomination such as is referred to in clause 11A.2 of an agreement in the terms of the standard managing agent’s agreement (general) or of the standard managing agent’s agreement (corporate member) respectively prescribed by the Agency Agreements Byelaw (No. 8 of 1988, 310);
“prospective participation” means, in relation to a syndicate, the amount of the member’s syndicate premium limit with which a person will be entitled to participate as a member of that syndicate for the following year of account;
[“second nomination” has the meaning given in the Schedule to the Assignment of Syndicate Participations (Second Nomination) Byelaw (No. 6 of 2000);]
NOTE
“subscribed capacity” means the amount of the prospective participation specified in a subscription order;
“subscriber” means a person on whose behalf a subscription order is submitted;
“subscriber’s premium” means the premium which a subscriber is willing to pay in respect of each £1 of subscribed capacity;
“subscription order” has the meaning given in the Auction Byelaw (No. 14 of 1997, 331);
“syndicate” means a group of members of Lloyd’s or a single corporate member underwriting insurance business at Lloyd’s through the agency of a managing agent to which a particular syndicate number is assigned by or under the authority of the Council;
“tendered capacity” means the amount of the prospective participation specified in a tender order;
“tenderer” means a person on whose behalf a tender order is submitted;
“tender order” has the meaning given in the Auction Byelaw (No. 14 of 1997, 331);
“validation date” means the date on which a permitted bilateral arrangement is validated and becomes unconditional.
346. Mandatory Offer Byelaw No. 5 of 1999, 14 April 1999
COMMENCEMENT
  This byelaw came into force on 14 April 1999.
AMENDMENTS
  This byelaw was amended by:
Mandatory Offer (Amendment) Byelaw (No. 10 of 1999)
Assignment of Syndicate Participations (Second Nomination) Byelaw (No. 6 of 2000)
Mandatory Offer (Amendment No. 2) Byelaw (No. 7 of 2000).
EXPLANATORY NOTE
(This note is not part of the byelaw.)
  This byelaw (paragraph 10) revokes those parts of the Major Syndicate Transactions Byelaw (No. 18 of 1997, 332) dealing with mandatory offers.
  Subject to certain transitional provisions which are set out in Schedule 3, paragraph 2 of this byelaw requires a mandatory offer to be made when any person either alone or with his associates is or becomes entitled to participate in a syndicate for the next following year of account with a member’s syndicate premium limit or, as the case may be, member’s syndicate premium limits in aggregate not less than 75 per cent of the syndicate allocated capacity of that syndicate for the following year of account. In such circumstances, the mandatory offer must be made by:
	(a)	the managing agent if it is connected to such person or any of his associates;
	(b)	if the managing agent is not so connected, whoever of such person and his associates has the highest member’s syndicate premium limit; or
	(c)	whether or not the managing agent is so connected, such other person as the Council may specify on the application of that person.
  Schedule 2 prescribes certain terms of the mandatory offer, but otherwise the offer need only be made in accordance with the conditions and requirements made under paragraph 5(1) of the Conversion and Related Arrangements Byelaw (No. 22 of 1996, 329) for the time being in force and as may be modified from time to time for the purposes of this byelaw.
  Paragraph 3 prescribes the announcement that needs to be made when someone, either alone or with his associates, becomes entitled to not less than 75 per cent of the syndicate allocated capacity of a syndicate.
  Paragraph 4 contains an exception to the requirement to make a mandatory offer. Generally, this provides that, once a mandatory offer has been made, no further mandatory offer is required provided the offeror, either alone or with his associates, remains entitled to not less than 75 per cent of the syndicate allocated capacity—where no offer is going to be made because of this paragraph, an announcement to that effect will be required each year.
  Paragraph 5 provides that, where “capacity” has not been acquired for value in the 12 months preceding the date on which the mandatory offer threshold was passed, nor since that date, no mandatory offer is required to be made. An announcement must be made to this effect.
  Paragraph 6 prescribes the procedure for obtaining a possibly indefinite waiver from the requirement to make a mandatory offer and the announcement that also needs to be made in connection with it.
The Council of Lloyd’s in exercise of its powers under section 6(2) of Lloyd’s Act 1982 by special resolution hereby makes the following byelaw.
1. Interpretation
  Schedule 1 to this byelaw (interpretation) shall have effect.
2. Obligation to make a mandatory offer
  (1) Subject to the following provisions of this byelaw, if any person is or becomes entitled to participate in a syndicate for the next following year of account with a member’s syndicate premium limit not less than 75 per cent of the syndicate allocated capacity of that syndicate for the next following year of account then that person shall forthwith, or within such period as the Council may specify, make an invitation in accordance with Schedule 2 to this byelaw.
  (2) Subject to the following provisions of this byelaw, if any person together with any associates (together referred to in this byelaw as an “associated group”) is or becomes entitled to participate in a syndicate for the next following year of account with member’s syndicate premium limits in aggregate not less than 75 per cent of the syndicate allocated capacity of that syndicate for the next following year of account then:
	(a)	if the managing agent of that syndicate is itself a company connected with any member of that associated group, the managing agent; or
	(b)	if the managing agent of that syndicate is not so connected, that member of that associated group having the highest member’s syndicate premium limit in relation to that syndicate for the next following year of account; or
	(c)	whether or not the managing agent of that syndicate is so connected, such other member of that associated group as the Council may specify on written application by that person,
shall forthwith, or within such period as the Council may specify, make an invitation in accordance with Schedule 2 to this byelaw.
  (3) For the purpose of sub-paragraphs (1) and (2), in calculating the member’s syndicate premium limit of any person for the next following year of account, where the managing agent of the syndicate is a connected company of that person, there shall be included any portion of the syndicate allocated capacity of that syndicate for the next following year of account which is allocable at the discretion of that managing agent provided that such portion shall not be included more than once when calculating the aggregate member’s syndicate premium limits of the members of an associated group.
  (4) Where, under any approval granted under the Membership and Underwriting Requirements (Corporate Member), the same individual is permitted to act as underwriter for two or more syndicates managed by the same managing agent, one of which consists only of a single corporate member and the other or others of which include individual members, this byelaw shall apply as if all the syndicates were the same syndicate.
  (5) Sub-paragraphs (1) and (2) shall apply subject to the transitional provisions set out in Schedule 3 to this byelaw.
3. Announcement about being or becoming entitled to not less than 75 per cent of the syndicate allocated capacity of a syndicate
  (1) Subject to sub-paragraph (4), the offeror shall forthwith after the later of:
	(a)	the date when the offeror (or, as the case may be, the associated group of which the offeror is a member) became entitled to participate in the syndicate for the next following year of account with a member’s syndicate premium limit or, as the case may be, member’s syndicate premium limits in aggregate not less than 75 per cent of the syndicate allocated capacity of that syndicate; and
	(b)	14 April 1999;
issue, or cause to be issued, an announcement in the publication known as Auction News or in such other manner and in such other publication as the Council may approve.
  (2) Subject to sub-paragraph (4), any person who would be required by paragraph 2(1) or 2(2) to make the mandatory offer but for paragraph 5 or 6 shall forthwith after the later of:
	(a)	the date when that person (or, as the case may be, the associated group of which that person is a member) became entitled to participate in the syndicate for the next following year of account with a member’s syndicate premium limit or, as the case may be, member’s syndicate premium limits in aggregate not less than 75 per cent of the syndicate allocated capacity of that syndicate; and
	(b)	14 April 1999;
issue, or cause to be issued, an announcement in the publication known as Auction News or in such other manner and in such other publication as the Council may approve.
  (3) The announcement referred to in sub-paragraphs (1) and (2) shall state that the offeror (or the person who would be required by paragraph 2(1) or 2(2) to make the mandatory offer but for paragraph 5 or 6) either alone or together with any associates is entitled to participate in the syndicate for the next following year of account with a member’s syndicate premium limit or, as the case may be, member’s syndicate premium limits in aggregate not less than 75 per cent of the syndicate allocated capacity of that syndicate for the next following year of account.
  (4) Any offeror or other person required to make an announcement pursuant to this paragraph 3 need not make such an announcement if, before 14 April 1999, he (or any associate of his) has already issued, or caused to be issued, an announcement in the publication known as Auction News containing the information referred to in sub-paragraph (3).
4. Exception where a previous mandatory offer has been made
  (1) Paragraph 2 (Obligation to make a mandatory offer) shall not apply if:
	(a)	the offeror (or any associate of the offeror) has already made a mandatory offer to the category of persons referred to in paragraph 1(1)(c) of Schedule 2 to this byelaw; and
	(b)	after that offer was made, the offeror either alone or together with any associates continued to be entitled to participate in the syndicate for the next following year of account and each subsequent year of account with a member’s syndicate premium limit or, as the case may be, member’s syndicate premium limits in aggregate not less than 75 per cent of the syndicate allocated capacity of that syndicate for the then following year of account.
  (2) Where sub-paragraph (1) applies, the person who would otherwise have to make the mandatory offer shall issue, or cause to be issued, an announcement in the publication known as Auction News or in such other manner and in such other publication as the Council may approve.
  (3) The announcement referred to in sub-paragraph (2) shall state that the person who would otherwise have to make the mandatory offer but for sub-paragraph (1) is not required to make the mandatory offer and the reason therefor.
  [(4) Where an announcement has been made pursuant to sub-paragraph (2) and the reason stated in that announcement no longer applies, the offeror shall forthwith issue, or cause to be issued, an announcement in the publication known as Auction News or in such other manner and in such other publication as the Council may approve.
  (5) The announcement referred to in sub-paragraph (4) shall state that the previous announcement no longer applies, the reason why and the consequences thereof.]
NOTE
5. Postponement of the requirement to make the mandatory offer
  (1) Paragraph 2 (Obligation to make a mandatory offer) shall not apply if:
	(a)	during the relevant period; and
	(b)	since the end of the relevant period
no consideration has been paid by the potential offeror (or any associate of that potential offeror) for the surrender of (or making of a participation nomination [or a second nomination] in respect of) the whole or part of a person’s prospective participation in relation to the syndicate.
NOTE
  (2) For the purpose of sub-paragraph (1), the “relevant period” is the period of 12 months ending on the date when the potential offeror (or, as the case may be, the associated group of which that potential offeror is a member) became entitled to participate in the syndicate for the next following year of account with a member’s syndicate premium limit or, as the case may be, member’s syndicate premium limits in aggregate not less than 75 per cent of the syndicate allocated capacity of that syndicate.
  (3) Where sub-paragraph (1) applies, the potential offeror shall forthwith after the later of:
	(a)	the date when that potential offeror (or, as the case may be, the associated group of which that potential offeror is a member) became entitled to participate in the syndicate for the next following year of account with a member’s syndicate premium limit or, as the case may be, member’s syndicate premium limits in aggregate not less than 75 per cent of the syndicate allocated capacity of that syndicate; and
	(b)	14 April 1999;
issue, or cause to be issued, an announcement in the publication known as Auction News or in such other manner and in such other publication as the Council may approve.
  (4) The announcement referred to in sub-paragraph (3) shall state that the potential offeror is not required to make the mandatory offer and the reason therefor.
  (5) Where sub-paragraph (1) applies, neither the potential offeror nor any associate of that potential offeror, shall be entitled to vote on:
	(a)	any syndicate merger affecting the syndicate under Schedule 1 to the Major Syndicate Transactions Byelaw (No. 18 of 1997, 332); or
	(b)	any proposed increase in the syndicate allocated capacity of the syndicate under paragraph 6 of the Syndicate Pre-Emption Byelaw (No. 19 of 1997, 332).
  [(6) Where an announcement has been made pursuant to sub-paragraph (3) and the reason stated in that announcement no longer applies, the offeror shall forthwith issue, or cause to be issued, an announcement in the publication known as Auction News or in such other manner and in such other publication as the Council may approve.
  (7) The announcement referred to in sub-paragraph (6) shall state that the previous announcement no longer applies, the reason why and the consequences thereof.]
NOTE
6. Waiver of the requirement to make the mandatory offer
  (1) Paragraph 2 (Obligation to make a mandatory offer) shall not apply if:
	(a)	the potential offeror obtains or has previously obtained the requisite level of approval; and
	(b)	since the ballot referred to in sub-paragraph (8) relating to that approval, the potential offeror either alone or together with any associates continued to be entitled to participate in the syndicate for the next following year of account and each subsequent year of account with a member’s syndicate premium limit or, as the case may be, member’s syndicate premium limits in aggregate not less than 75 per cent of the syndicate allocated capacity of that syndicate for the then following year of account.
  (2) For the purpose of sub-paragraph (1)(a), the “requisite level of approval” is or will have previously been obtained if the aggregate of the member’s syndicate premium limits in relation to the syndicate for the year of account following that in which the ballot referred to in sub-paragraph (8) relating to that approval is or was held of those voting in favour of the waiver in that ballot is not less than three quarters of the aggregate of the member’s syndicate premium limits in relation to the syndicate for that year of account of all those voting in that ballot.
  (3) If the potential offeror wishes to seek a waiver of the requirement to make the mandatory offer, he shall for the purpose of considering and voting upon the waiver convene a meeting of those persons referred to in [paragraph 1(1)(c) of Schedule 2] to this byelaw except any person to whom the mandatory offer would be made by virtue only of his participation in a MAPA.
NOTE
  (4) The meeting referred to in sub-paragraph (3) shall be convened for a date not more than 35 days after the later of:
	(a)	the date when the potential offeror (or, as the case may be, the associated group of which that potential offeror is a member) became entitled to participate in the syndicate for the next following year of account with a member’s syndicate premium limit or, as the case may be, member’s syndicate premium limits in aggregate not less than 75 per cent of the syndicate allocated capacity of that syndicate; and
	(b)	14 April 1999.
  (5) Not less than 21 days before the meeting and the latest date by which postal votes are to be returned, the potential offeror shall give written notice of the meeting, and of the latest date by which postal votes are to be returned, to:
	(a)	those persons referred to in sub-paragraph (3);
	(b)	every members’ agent which acts as such for any of the persons referred to in sub-paragraph (3); and
	(c)	every Lloyd’s adviser of any of the persons referred to in sub-paragraph (3).
  (6) Notice given under sub-paragraph (5) shall be accompanied by a document which:
	(a)	is fair, accurate and not misleading;
	(b)	contains all such information as the persons referred to in sub-paragraph (3) (and their professional advisers) would reasonably require and expect to find there for the purpose of making an informed assessment of whether or not to vote in favour of the waiver and its effect on them and, in particular, the identities of the potential offeror and his associates, the amount of their respective member’s syndicate premium limits and, if the managing agent is connected with the potential offeror or any of his associates, the portion of the syndicate allocated capacity of the syndicate allocable at the discretion of the managing agent;
	(c)	contains a declaration in the following form:
“The [directors of] [partners in] [name of potential offeror], whose names appear on page [ ], accept responsibility for the information contained in this document. To the best of the knowledge and belief of the [directors] [partners] (who have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.”;
	(d)	states that those entitled to be called to the meeting under sub-paragraph (3) should consult their member’s agent or Lloyd’s adviser if they are in any doubt as to the contents of the document or as to the action they should take;
	(e)	contains such other additional information as the Council may from time to time prescribe or require; and
	(f)	has been approved in advance by the Conversion Official.
  (7) Notice given under sub-paragraph (5)(a) or (b) shall also be accompanied by a voting form and a proxy form in such form respectively as the Council may prescribe.
  (8) The potential offeror shall conduct a ballot of those persons entitled to be called to the meeting under sub-paragraph (3) and of the members’ agents which operate MAPAs through which any persons referred to in (and including those excepted by) sub-paragraph (3) participate in the syndicate.
  (9) Votes may be cast in the ballot in person or by proxy at the meeting or by post.
  (10) All expenses of the meeting and of administering the ballot shall be borne by the potential offeror.
  (11) Every members’ agent which operates a MAPA through which any of the persons referred to in (and including those excepted by) sub-paragraph (3) participate in the syndicate shall within 21 days after the ballot inform those persons in writing whether it voted for or against the proposed waiver and shall state the reasons for its decision.
  (12) Where sub-paragraph (1) applies, the potential offeror shall issue, or cause to be issued, an announcement in the publication known as Auction News or in such other manner and in such other publication as the Council may approve.
  (13) The announcement referred to in sub-paragraph (12) shall state that the potential offeror is not required to make the mandatory offer and the reason therefor.
  [(14) Where an announcement has been made pursuant to sub-paragraph (12) and the reason stated in that announcement no longer applies, the offeror shall forthwith issue, or cause to be issued, an announcement in the publication known as Auction News or in such other manner and in such other publication as the Council may approve.
  (15) The announcement referred to in sub-paragraph (14) shall state that the previous announcement no longer applies, the reason why and the consequences thereof.]
NOTE
7. Statements of Principle
  Subject to any other provision of this byelaw, the statements of principle set out in Schedule 5 to the Major Syndicate Transactions Byelaw (No. 18 of 1997, 332) shall apply to any mandatory offer.
8. Conversion and Related Arrangements Byelaw (No. 22 of 1996, 329)
  The Council may for the purposes of this byelaw modify any conditions and requirements made under paragraph 5(1) of the Conversion and Related Arrangements Byelaw (No. 22 of 1996, 329).
9. Powers cumulative
  (1) Except in so far as it is expressly otherwise provided, any power conferred on the Council by any provision of this byelaw, and any duty imposed on any person by any provision of this byelaw, is in addition to, and shall not be construed as limiting or being limited by, any other power of the Council, or any other duty of any managing agent, members’ agent or any director, officer or employee of, or partner in, any managing agent or members’ agent, whether conferred or imposed by any other provision of this byelaw or otherwise.
  (2) Except in so far as it is expressly otherwise provided in such agreement, no power, right, entitlement or privilege conferred on any member by the provisions of any agreement in the form of the standard managing agent’s agreement or under the Agency Agreements Byelaw (No. 8 of 1988, 310) shall be construed as being limited by any provision of this byelaw.
10. Revocations
  Paragraph 3 of, and Schedule 3 to, the Major Syndicate Transactions Byelaw (No. 18 of 1997, 332) are revoked.
11. Commencement
  This byelaw shall come into force on 14 April 1999.
Schedule 1—Interpretation [Paragraph 1]
  1. In this byelaw, unless the context otherwise requires:
“associate” means, in relation to a person:
	(a)	any director or employee of, or partner in, that person or any connected company;
	(b)	any close relative of any such director, partner or employee; or
	(c)	any connected company;
“associated group” has the meaning given in paragraph 2(2) of this byelaw;
“close relative” means an individual’s spouse, his children and step-children, his parents and step-parents, his brothers and sisters and his step-brothers and step-sisters;
“connected company” means, in relation to any person, any body corporate which controls or is controlled by that person or is controlled by any other person (or any group of persons) who also controls that person, and any reference to a company being “connected with” a person shall be construed accordingly;
“control” has the meaning given in the Schedule to the Membership Byelaw (No. 17 of 1993, 111);
“mandatory offer” means an invitation required to be made by paragraph 2(1) or 2(2) of this byelaw;
“member’s syndicate premium limit” has the meaning given in the Schedule to the Membership Byelaw (No. 17 of 1993, 111);
“offeror” means the person required by paragraph 2(1) or 2(2) of this byelaw to make the mandatory offer;
“participation nomination” has the meaning given in the Schedule to the Conversion and Related Arrangements Byelaw (No. 22 of 1993, 329);
“potential offeror” means, when used in paragraph 5 of this byelaw, the person who would be required by paragraph 2(1) or 2(2) of this byelaw to make the mandatory offer but for that paragraph 5 and, when used in paragraph 6 of this byelaw, the person who would be required by paragraph 2(1) or 2(2) of this byelaw to make the mandatory offer but for that paragraph 6;
“prospective participation” means, in relation to a syndicate, the amount of the member’s syndicate premium limit with which a [person] will be entitled to participate as a member of that syndicate for the next following year of account;
NOTE
[“second nomination” has the meaning given in the Schedule to the Assignment of Syndicate Participations (Second Nomination) Byelaw (No. 6 of 2000);]
NOTE
“share swap arrangement” has the meaning given in the Schedule to the Conversion and Related Arrangements Byelaw (No. 22 of 1996, 329);
“surrender arrangement” has the meaning given in the Schedule to the Conversion and Related Arrangements Byelaw (No. 22 of 1996, 329);
“syndicate allocated capacity” has the meaning given in paragraph 1(a) of the Syndicate Premium Income Byelaw (No. 6 of 1984, 201).
Schedule 2—Mandatory Offer [Paragraph 2]
1. Terms of mandatory offer
  (1) Subject to the provisions of this byelaw, a mandatory offer shall:
	(a)	comply with the conditions and requirements made under paragraph 5(1) of the Conversion and Related Arrangements Byelaw (No. 22 of 1996, 329) for the time being in force and applicable to surrender arrangements or share swap arrangements, as may be modified from time to time for the purposes of this byelaw;
	(b)	in the case of an invitation to participate in a share swap arrangement, permit the persons to whom it is made to receive cash instead of the securities they would have received if they had participated in that share swap arrangement;
	(c)	be made to every other person who, at the time that offer is made [is entitled to make a participation nomination and/or second nomination in respect of the syndicate to which that offer relates] other than any person who:
	(i)	is an associate of the offeror; or
	(ii)	has been specified by the Council as a person who, by reason of the law of any foreign jurisdiction where he is resident or domiciled, should not receive such an offer;
	(d)	invite each of the persons referred to in sub-paragraph (1)(c) to participate in a share swap arrangement or surrender arrangement [to the full extent of their entitlement to do so];
	(e)	state that the offeror (or, as the case may be, an associate or associates of the offeror) is or are entitled to participate in the syndicate for the next following year of account with a member’s syndicate premium limit or, as the case may be, member’s syndicate premium limits in aggregate not less than 75 per cent of the syndicate allocated capacity of that syndicate for the next following year of account; and
	(f)	not be conditional as to acceptances.
NOTE
2. Consideration for mandatory offer
  [(1) Subject to sub-paragraphs (2) and (2A), the value of the consideration payable by the offeror shall be not less than the higher of:
	(a)	the highest price paid during the relevant period by the offeror for, and
	(b)	the highest price paid during the relevant period by any associate of the offeror for
the surrender of (or making of a participation nomination or a second nomination in respect of) the whole or part of a person’s prospective participation in relation to the syndicate.]
NOTE
  (2) The Council may, if it thinks fit, on the written application of the offeror agree that the consideration should be of such lower value than that required by sub-paragraph (1) as the Council may specify.
  [(2A) Subject to sub-paragraph (2B), if during the relevant period the managing agent increases or reduces the syndicate allocated capacity of the syndicate for the succeeding year of account, the Council may, if it thinks fit, on its own volition or on the written application by or on behalf of any of the persons referred to in sub-paragraph 1(1)(c) of Schedule 2, require that the consideration should be of such higher value than that required by sub-paragraph (1) or agreed to under sub-paragraph (2) as the Council may specify.
  (2B) Sub-paragraph (2A) shall not apply to any increase or reduction in the syndicate allocated capacity of the syndicate for the succeeding year of account before 16th June 1999];
NOTE
  [(3) For the purposes of sub-paragraphs (1) and (2A), but subject to sub-paragraph (4), the “relevant period” is the period beginning twelve months before the date when the offeror (or, as the case may be, the associated group of which the offeror is a member) became entitled to participate in the syndicate for the next following year of account with a member’s syndicate premium limit or, as the case may be, member’s syndicate premium limits in aggregate not less than 75 per cent of the syndicate allocated capacity of that syndicate and ending on the date when the mandatory offer ceases to be open for acceptance.
  (4) If, pursuant to paragraph 3 of Schedule 2, the Council gave permission for the offeror to postpone the making of the mandatory offer from 1999 to 2000, the “relevant period” is the period beginning twelve months before the date when the offeror makes the mandatory offer and ending on the date when the mandatory offer ceases to be open for acceptance.]
NOTE
3. Late offers
  Where compliance with the conditions and requirements made under paragraph 5(1) of the Conversion and Related Arrangements Byelaw (No. 22 of 1996, 329) within the periods prescribed therein (as extended in accordance therewith) is impractical the Council may permit the making of the mandatory offer to be postponed until the following year.
Schedule 3—Transitional Provisions [Paragraph 2(5)]
  1. In relation to a person who on 1 April 1998 was entitled to participate in the syndicate for the 1999 year of account with a member’s syndicate premium limit not less than 75 per cent of the syndicate allocated capacity of that syndicate for the 1999 year of account, paragraph 2(1) of this byelaw shall not apply if:
	(a)	on 1 April 1999 that person was entitled to participate in that syndicate for the 2000 year of account with a member’s syndicate premium limit not less than 75 per cent of the syndicate allocated capacity of that syndicate for the 2000 year of account (such proportion at that date being referred to as the “initial 2000 share”) and
	(b)	after 1 April 1999 that person has not become or does not become entitled to participate in that syndicate for the 2000 year of account or any subsequent year of account with a member’s syndicate premium limit which as a proportion of the syndicate allocated capacity of that syndicate for that year of account is greater than the initial 2000 share.
  2. In relation to an associated group, if:
	(a)	on 1 April 1998, any member of that associated group was entitled to participate in the syndicate for the 1999 year of account with a member’s syndicate premium limit not less than 75 per cent of the syndicate allocated capacity of that syndicate for the 1999 year of account; and
	(b)	on 22 July 1998, the members of that associated group were entitled to participate in the syndicate for the 1999 year of account with member’s syndicate premium limits in aggregate not less than 75 per cent of the syndicate allocated capacity of that syndicate for the 1999 year of account,
sub-paragraph 2(2) of this byelaw shall not apply only if:
	(c)	on 1 April 1999 that associated group was entitled to participate in that syndicate for the 2000 year of account with member’s syndicate premium limits in aggregate not less than 75 per cent of the syndicate allocated capacity of that syndicate for the 2000 year of account (such proportion at that date being referred to as the “initial 2000 share”); and
	(d)	after 1 April 1999 that associated group has not become or does not become entitled to participate in that syndicate for the 2000 year of account or any subsequent year of account with member’s syndicate premium limits which in aggregate as a proportion of the syndicate allocated capacity of that syndicate for that year of account are greater than the initial 2000 share.
  3. In relation to an associated group, if:
	(a)	on 1 April 1998, any member of that associated group was entitled to participate in the syndicate for the 1999 year of account with a member’s syndicate premium limit not less than 75 per cent of the syndicate allocated capacity of that syndicate for the 1999 year of account; and
	(b)	on 22 July 1998, the members of that associated group were entitled to participate in the syndicate for the 1999 year of account with member’s syndicate premium limits in aggregate not less than 90 per cent of the syndicate allocated capacity of that syndicate for the 1999 year of account,
sub-paragraph 2(2) of this byelaw shall apply only if there was or is after 22 July 1998 an increase in the aggregate amount of the member’s syndicate premium limits with which that associated group was or will be entitled to participate in that syndicate for the next following year of account or any subsequent year of account.
  4. In relation to an associated group, if:
	(a)	on 1 April 1998, no member of that associated group was entitled to participate in the syndicate for the 1999 year of account with a member’s syndicate premium limit not less than 75 per cent of the syndicate allocated capacity of that syndicate for the 1999 year of account; and
	(b)	on 22 July 1998, the members of that associated group were entitled to participate in the syndicate for the 1999 year of account with member’s syndicate premium limits in aggregate not less than 75 per cent of the syndicate allocated capacity of that syndicate for the 1999 year of account,
sub-paragraph 2(2) of this byelaw shall apply only if there was or is after 22 July 1998 an increase in the aggregate amount of the member’s syndicate premium limits with which that associated group was or will be entitled to participate in that syndicate for the next following year of account or any subsequent year of account.
348. Lloyd’s Asia Byelaw No. 17 of 1999, 9 November 1999
EXPLANATORY NOTE
(This note is not part of the byelaw.)
  This byelaw permits the Council to take any steps and give any undertakings required by or under the law of Singapore or otherwise appearing necessary or expedient to secure authorisation for underwriting members to transact insurance business in or emanating from the Republic of Singapore, and empowers the Council to prescribe requirements and conditions in relation to such business. The byelaw also amends the Insurance Intermediaries Byelaw (No. 8 of 1990, 313) to permit underwriting members to accept insurance business constituting “Singapore policies” or “offshore policies” through a related Lloyd’s entity incorporated in Singapore, without the involvement of a Lloyd’s broker.
  The byelaw comes into force on 10 November 1999.
The Council of Lloyd’s in exercise of its powers under section 6(2), section 8(3) and paragraphs (1), (4), (20), (41) and (42) of Schedule 2 to Lloyd’s Act 1982 by special resolution hereby makes the following byelaw.
1. Compliance with Singapore Law
  (1) The Council may take any steps and give any undertakings required by or under the law of the Republic of Singapore in order to secure authorisation for underwriting members to transact insurance business in or emanating from the Republic of Singapore.
  (2) The Council may from time to time prescribe requirements and conditions (including requirements as to payment of fees or expenses) to be complied with by members of the Society or underwriting agents in relation to insurance business transacted by underwriting members in or emanating from the Republic of Singapore.
2. Amendment of Insurance Intermediaries Byelaw (No. 8 of 1990, 313)
  [These amendments have been made on the original byelaw.]
3. Commencement
  This byelaw shall come into force on 10 November 1999.
349. Assignment of Syndicate Participations (Second Nomination) Byelaw No. 6 of 2000, 5 April 2000
COMMENCEMENT
  This byelaw came into force on 5 April 2000.
EXPLANATORY NOTE
(This note is not part of the byelaw.)
  This byelaw enables a person who has had a participation nomination made in his favour or who has been allocated, by auction, a right to participate in a particular syndicate for the following year of account (the “nominee”) to nominate someone else, by auction or otherwise, to underwrite in his place. However, such a nomination may only be made in the limited circumstances referred to in paragraphs 2(5) and 2(6), namely:
	(i)	in response to a mandatory offer made under the Mandatory Offer Byelaw;
	(ii)	pursuant to a conversion arrangement under the Conversion and Related Arrangements Byelaw; and
	(iii)	by some of the other ways referred to in paragraph 14 of the Agency Agreements Byelaw where the nominee has died during the year in which the nomination or allocation was made in his favour.
  Paragraph 2 prescribes the circumstances and manner in which a nomination can be made under this byelaw.
  Paragraph 3 sets out the obligations of a managing agent if a nominee makes a nomination under this byelaw. These obligations are similar to those a managing agent has in respect of the original nomination (and which are set out in clause 11A.5 of both forms of the standard managing agent’s agreement).
  Paragraph 4 sets out the rights of a managing agent if a nominee makes a nomination under this byelaw. These rights are similar to those a managing agent has in respect of the original nomination (and which are set out in paragraph 15 of the Agency Agreements Byelaw).
The Council of Lloyd’s in exercise of its powers under section 6(2) of, and paragraph (15) of Schedule 2 to, Lloyd’s Act 1982 by special resolution hereby makes the following byelaw.
1. Interpretation
  The Schedule to this byelaw (interpretation) shall have effect.
2. Second assignment of syndicate participations
  (1) Subject to the provisions of this byelaw, if in any year one or more participation nominations are made in favour of a particular person in respect of a particular syndicate and/or a right or rights to participate in that syndicate are allocated to him by auction, that person may during that year nominate an underwriting member or underwriting members to underwrite as a member or members of that syndicate for the year of account corresponding to the next following year with a specified member’s syndicate premium limit not exceeding, or specified member’s syndicate premium limits not exceeding in the aggregate, the aggregate of:
	(a)	the member’s syndicate premium limits in respect of which such participation nominations and allocations were made; and
	(b)	if the managing agent, in pursuance of the requirements of the Council relating to syndicate pre-emption, has offered that person, in respect of the member’s syndicate premium limits referred to in sub-paragraph (1)(a), the opportunity to increase or required him to decrease such member’s syndicate premium limits for the next following year of account, the amount of that increase or the amount of the decrease so required as applicable,
in substitution for that person either wholly or, as the case may be, to the extent of the member’s syndicate premium limit or limits so specified.
  (2) Any second nomination shall be in writing signed by the person making it or by another person duly authorised to sign it on his behalf; and any such authority may be given in favour of such person or persons as shall be nominated by or under the authority of the Council in accordance with any applicable requirements of the Council.
  (3) Unless the Council shall otherwise direct or the managing agent shall otherwise allow, any second nomination shall not be effective unless on or before the date prescribed by the Council for the purposes of clause 11A.4 of the standard managing agent’s agreement written notice of the second nomination, together with any such other documents and information as may be prescribed by or under any applicable requirements of the Council, has been delivered to the managing agent.
  (4) Subject to sub-paragraph (5), a second nomination may only be made:
	(a)	in response to an invitation made in accordance with Schedule 2 to the Mandatory Offer Byelaw (No. 5 of 1999, 346); or
	(b)	under an approved conversion arrangement under the Conversion and Related Arrangements Byelaw (No. 22 of 1996).
  (5) Where in any year one or more participation nominations are made in favour of a particular person in respect of a particular syndicate and/or a right or rights to participate in that syndicate are allocated to him by auction, then, if that person dies during that year, his personal representatives or such other person as may be duly authorised by law to act on behalf of his estate may make one or more second nominations for the benefit of his estate under or by the arrangements or schemes referred to in paragraphs 14(1)(a), (aa), (b) and (c) of, or with the permission referred to in paragraph 14(1)(f) of, the Agency Agreements Byelaw.
3. Furtherance of second assignment of syndicate participations
  (1) Subject to sub-paragraphs (3) and (4) and paragraph 4, the managing agent shall do all such acts and things and shall execute all such documents as shall be necessary or expedient on its part:
	(a)	to give effect to any second nomination; and
	(b)	where in any year a person has made a second nomination in respect of part only of the member’s syndicate premium limits in respect of which participation nominations and allocations were made in his favour, to enable that person to underwrite as a member of the syndicate for the year of account corresponding to the next following year, with, in respect of such member’s syndicate premium limits, a member’s syndicate premium limit equal to the remaining part.
  (2) Without limiting the generality of sub-paragraph (1) but subject to sub-paragraphs (3) and (4) and paragraph 4, the managing agent shall:
	(a)	enter into an agreement in the terms of the standard managing agent’s agreement with the person in whose favour any second nomination has been made;
	(b)	enter into an agreement in the terms of the standard agents’ agreement with the members’ agent, if any, of the person in whose favour any second nomination has been made if there is no such agreement current between that managing agent and that members’ agent; and
	(c)	execute an agents’ syndicate list ancillary to the agreement referred to in sub-paragraph (2)(b) for the year of account corresponding to the year next following.
  (3) The Council may, on application by the managing agent, waive or vary the requirements of sub-paragraphs (2)(b) or (c) in any particular case.
  (4) The obligations of the managing agent under this paragraph are subject to any direction for the time being in force given by the Council or by the Appeal Tribunal under the Agency Agreements Byelaw that effect shall not be given to a participation nomination made in favour of the person seeking to make the second nomination or for the benefit of whose estate the second nomination is sought to be made.
4. Rights of managing agents with respect to second assignments
  (1) Where a second nomination has been made, the Council may on the application of the managing agent direct that effect shall not be given to that second nomination.
  (2) The Council may prescribe such conditions and requirements with respect to applications under this paragraph as it thinks fit.
  (3) Without limiting the generality of sub-paragraph (2), any conditions and requirements under that sub-paragraph:
	(a)	may prescribe the time by which or period within which such an application must be made;
	(b)	may specify the form in which such an application must be made;
	(c)	may require that persons considered by the Council to be affected by such an application be notified of it and be afforded the opportunity to make representations to the Council.
  (4) If the Council grants an application under this paragraph it may give such supplementary and consequential directions as appear to it to be appropriate.
5. Rights and obligations cumulative
  (1) Any right or entitlement conferred on any person by any provision of this byelaw, and any duty or obligation imposed on any person by any provision of this byelaw, is in addition to, and shall not be construed as limiting or being limited by, any other right or entitlement of any person, including the person entitled to make a second nomination, or any other duty or obligation of any person, including any managing agent, whether conferred or imposed by any other provision of this byelaw or otherwise.
  (2) Without prejudice to sub-paragraph (1), no right or entitlement of the person entitled to make a second nomination which is conferred by the provisions of any agreement in the form of the standard managing agent’s agreement or under the Agency Agreements Byelaw shall be construed as being limited by any provision of this byelaw.
  (3) Without prejudice to sub-paragraph (1), no duty or obligation imposed on the managing agent by the provisions of any agreement in the form of the standard managing agent’s agreement or under the Agency Agreements Byelaw shall be construed as being limited by any provision of this byelaw.
6. Amendment of the Agency Agreements Byelaw
[These amendments have been made on the main byelaw.]
7. Amendment of the Conversion and Related Arrangements Byelaw
[These amendments have been made on the main byelaw.]
8. Amendment of the Appeal Tribunal Byelaw
[These amendments have been made on the main byelaw.]
9. Amendment of the Auction Byelaw
[These amendments have been made on the main byelaw.]
10. Amendment of the Major Syndicate Transactions Byelaw
[These amendments have been made on the main byelaw.]
11. Amendment of the Syndicate Pre-emption Byelaw
[These amendments have been made on the main byelaw.]
12. Amendment of the Bilateral Arrangements Byelaw
[These amendments have been made on the main byelaw.]
13. Amendment of the Mandatory Offer Byelaw
[These amendments have been made on the main byelaw.]
Commencement
  This byelaw shall come into force on 5 April 2000.
Schedule—Interpretation [Paragraph 1]
  In this byelaw:
“Agency Agreements Byelaw” means the Agency Agreements Byelaw (No. 8 of 1988, 310);
“agents’ syndicate list” has the meaning given to it in the Agency Agreements Byelaw;
“approved conversion arrangement” shall be construed in accordance with paragraph 2(2) of, and the Schedule to, the Conversion and Related Arrangements Byelaw (No. 22 of 1996, 329);
“auction” means an auction held under a capacity allocation scheme established under the Auction Byelaw (No. 14 of 1997, 331);
“member’s syndicate premium limit” has the meaning given to it in the Membership Byelaw (No. 17 of 1993, 111);
“participation nomination” means a nomination under clause 11A.2 of the standard managing agent’s agreement;
“second nomination” means a nomination under paragraph 2;
“standard agents’ agreement” means an agreement in the form of the standard agent’s agreement as for the time being prescribed under the Agency Agreements Byelaw; and
“standard managing agent’s agreement” means an agreement in the form of the standard managing agent’s agreement (corporate member) or of the standard managing agent’s agreement (general) as for the time being prescribed under the Agency Agreements Byelaw.
350. Lloyd’s Policy Signing Office Byelaw No. 11 of 2000, 22 June 2000
COMMENCEMENT
  This byelaw came into force on 22 June 2000.
EXPLANATORY NOTE
(This note is not part of the byelaw.)
  This byelaw comes into force on 22 June 2000.
  This byelaw provides the legal framework for the transfer to a service provider of those functions of Lloyd’s that are carried out by that part of Lloyd’s currently known as LPSO (paragraph 2(1)).
  In addition, it provides for the carrying on by Lloyd’s, whether through a delegate (under paragraph 2(6)) or otherwise, of those services currently undertaken by LPSO. The Council is empowered to require persons to use the services of LPSO or its delegate or any transferee (paragraph 4), and may impose conditions and requirements on any use of those services (paragraph 5). Certain of the functions currently carried on by LPSO in relation to the signing and finalisation of policies are described in Part D, and in Part E it is made clear that information may be required in relation to the services, that it may be stored but that confidentiality will generally be maintained. In Part F, powers are granted to the Council to prescribe charges and expenses, to make regulations, codes of practice and manuals, and to enter into agreements in relation to the provision of services.
  As a consequential matter, this byelaw amends the Interpretation Byelaw (No. 1 of 1983, 500) by inserting in it a definition of “LPSO” and makes consequential amendments to other byelaws and regulations. Amendments are made in particular to the Central Accounting Byelaw (No. 20 of 1998, 525), on the basis that LPSO currently assists in the provision of central accounting services. These services may, as with the LPSO services generally, be delegated or provided by a third party on such terms as the Council sees fit. Provisions are therefore inserted into the Central Accounting Byelaw which mirror certain provisions of this byelaw.
  The byelaw has immediate effect save that, in the case of amendments made to the standard managing agent’s agreement (general) and standard managing agent’s agreement (corporate member) the amendments shall have effect from 1 January 2002 in accordance with the variation provisions of those agreements, and the provisions of the Agency Agreements Byelaw (No. 8 of 1988, 310).

351. Lloyd’s Claims Byelaw No. 12 of 2000, 21 August 2000
COMMENCEMENT
  This byelaw came into force on 21 August 2000.
EXPLANATORY NOTE
(This note is not part of the byelaw.)
  This byelaw comes into force on 21 August 2000. It revokes the Lloyd’s 1994 Claim’s Scheme Byelaw (No. 4 of 1994, 323) from a date to be determined by the Council.
  This byelaw provides the legal framework for the transfer to a service provider of those functions of Lloyd’s that are carried out by that part of Lloyd’s currently known as LCO (paragraph 2(1)).
  In addition, it provides for the carrying on by Lloyd’s, whether through a delegate (under paragraph 3(6)) or otherwise, of those services currently undertaken by LCO. The Council is empowered to direct persons to use the services of LCO or its delegate or any transferee (paragraph 4), and may impose conditions and requirements on any use of those services (paragraph 5).
  The byelaw provides for the provision by brokers of claims information and relevant documents to underwriters of following syndicates (paragraph 6). It also provides for information to be provided to the Society or any service provider (paragraphs 6–9). The Council may prescribe charges and expenses in connection with claims services (paragraph 10) and may make regulations, codes of practice and manuals in relation to claims (paragraph 11).
For the full text of this byelaw, see Part E, 528
352. Marine Insurance Certificates Byelaw No. 3 of 2002, 4 September 2002
COMMENCEMENT
  This byelaw came into force on 1 October 2002 and applies to any cover placed on or after that date.
EXPLANATORY NOTE
(This note is not part of the byelaw.)
  This byelaw regulates:
	(i)	the issue by Lloyd’s of marine insurance certificates and their use by insurance brokers, coverholders and their clients; and
	(ii)	the settlement of claims abroad by Lloyd’s settling agents (whether or not the claims are made under marine insurance certificates). The byelaw specifies conditions (including liability to indemnify the Society and the underwriting members concerned) on which Lloyd’s brokers, coverholders and related Lloyd’s entities may request the issue of marine insurance certificates by Lloyd’s and the settlement of claims abroad.
  The byelaw replaces (in relation to covers placed at Lloyd’s on or after 1 October 2002):
	(i)	the former agreement dated 20 September 1982 originally between Lloyd’s, the Institute of London Underwriters, certain underwriting members of Lloyd’s and member companies of the Institute of London Underwriters and certain Lloyd’s brokers governing the issue of marine insurance certificates and settlement of claims abroad; and
	(ii)	the Standing Regulations for the Settlement of Claims Abroad previously in force.
The Council of Lloyd’s in exercise of its powers under section 6(2) of, and paragraphs (4), (19), (41), and (42) of Schedule 2 to, Lloyd’s Act 1982 by special resolution hereby makes the following byelaw.
PART A—INTERPRETATION
1. Interpretation
  (1) In this byelaw, except where the context otherwise requires—
“cover” means:
	(a)	a contract of marine insurance; or
	(b)	a contract for marine insurances; or
	(c)	a binding authority to underwrite contracts of marine insurance or contracts for marine insurances,
granted by underwriting members;
“marine insurance certificate” means a paper or electronic document in a form approved by the Council:
		(a)	which is issued on behalf of the Society to or for the use of the Lloyd’s broker, related Lloyd’s entity, non-Lloyd’s broker, shipping agent, forwarding agent, merchant, coverholder, assured or other person specified by the Society in that document (the “certificate user”) as entitled to declare marine insurances by means of or under a cover; and
		(b)	by which the Society certifies, subject to signature or counter-signature by a certificate user or certificate users specified by the Society in the documents that the certificate user is entitled to declare marine insurances by means of or under the cover; and
		(c)	which is intended for use as evidence of the acceptance of marine risks on behalf of underwriting members.
  (2) Schedule 1 to this byelaw (interpretation) shall have effect.
PART B—MARINE INSURANCE CERTIFICATES
2. Issue of certificates by Society
  (1) Where the terms of a cover have been deposited with the Society, the Society shall, on application by or on behalf of a proposed certificate user for the issue of marine insurance certificates, have the authority of each subscribing underwriting member to sign and issue marine insurance certificates in accordance with the terms of the cover:
		(a)	without further reference to the managing agent of the underwriting member; and
		(b)	without being obliged to investigate further than the terms of the cover deposited with the Society the circumstances, validity or existence of the cover or purported cover pursuant to which the marine insurance certificates are to be issued.
  (2) The Society may on application by or on behalf of a Lloyd’s broker related Lloyd’s entity or coverholder issue marine insurance certificates to that Lloyd’s broker, related Lloyd’s entity or coverholder in anticipation of the grant of authority by underwriting members to that Lloyd’s broker, related Lloyd’s entity or coverholder to declare marine insurances on their behalf notwithstanding that no such authority may yet have been granted.
  (3) The Society may delegate the authority conferred by sub-paragraph (1) or the function conferred by sub-paragraph (2) to any person, wholly or in part, on such terms and conditions as the Council thinks fit, including a power to sub-delegate.
3. Electronic certificates
  (1) The Society may maintain, or procure the maintenance by service providers of, one or more websites for the purpose of producing marine insurance certificates for use as evidence of the acceptance of marine risks on behalf of underwriting members.
  (2) The Society may enter into such contracts and arrangements (including the giving of indemnities and warranties and the limitation of liability on the part of any person) with service providers or other persons as are necessary or expedient for the purposes of or in connection with the maintenance of any website or the provision of electronic certificates.
4. Reproduction of marine insurance certificates
  No person shall reproduce or make any unauthorised alteration to any marine insurance certificate without the consent of the Society.
5. Issue of insurance policies
  Where a marine insurance certificate has been issued under paragraph 2 and has been signed in accordance with its terms by the certificate user specified in the certificate the Society:
	(a)	shall have authority on behalf of each underwriting member subscribing the cover concerned, without further reference to the managing agent of that member, to sign and issue to the bearer of the marine insurance certificate, or to any agent thereof, an insurance policy on the terms set out in the marine insurance certificate; and
	(b)	shall, if the bearer or his agent so requests, issue on behalf of those underwriting members an insurance policy in accordance with the terms of the cover deposited with the Society.
6. Obligations of Lloyd’s brokers, related Lloyd’s entities and coverholders
  (1) A Lloyd’s broker, a related Lloyd’s entity or a coverholder to which a marine insurance certificate is issued under paragraph 2, or which has been enabled to download a marine insurance certificate electronically, shall neither:
	(a)	itself issue that marine insurance certificate to any other person; nor
	(b)	permit any other person to do so; nor
	(c)	permit electronic access to, downloading or printing of that marine insurance certificate by any other person,
unless:
	(aa)	the contract of insurance or contract for insurances certified therein to have been effected has been effected with the underwriting members concerned; and
	(bb)	the marine insurance certificate has been completed by the Lloyd’s broker, related Lloyd’s entity or coverholder in accordance with its terms.
  (2) A Lloyd’s broker or related Lloyd’s entity or coverholder to which marine insurance certificates have been issued under paragraph 2 or which has been enabled to download marine insurance certificates electronically shall—
	(a)	forthwith on written demand by the Society:
	(i)	return or procure the return to the Society of such marine insurance certificates in its possession or control as the Society may specify; and
	(ii)	request the return to itself for that purpose any such unused marine insurance certificates in the possession or control of any person to whom it has given them;
	(b)	forthwith on the expiry or cancellation of a cover and without any demand:
	(i)	return or procure the return to the Society of any marine insurance certificate in its possession or control issued by the Society pursuant to that cover; and
	(ii)	request the return to itself for that purpose any such unused marine insurance certificates in the possession or control of any person to whom it has given them;
	(c)	forthwith inform Lloyd’s in writing of any cancellation, variation, expiry or non-renewal of the cover relating to any marine insurance certificate issued by the Society at its request; and
	(d)	forthwith on written demand by the Society:
	(i)	return or procure the return to the Society for cancellation, amendment or indorsement any marine insurance certificate in its possession or control issued to it by the Society pursuant to a cover which has been subsequently varied; and
	(ii)	request the return to itself for that purpose any such unused marine insurance certificates in the possession or control of any person to whom it has given them.
  (3) A Lloyd’s broker or related Lloyd’s entity or coverholder shall take all reasonably practicable precautions to ensure that marine insurance certificates which have been issued to it are not stolen and are not misused or lost by itself or by any other person to whom they have been given.
  (4) An authorised user of a website maintained under paragraph 3 shall not permit any person to obtain unauthorised access to the website or to use the website.
  (5) A Lloyd’s broker, a related Lloyd’s entity or coverholder to which a marine insurance certificate has been issued under paragraph 2 shall on demand by the Society present to LPSO for signing a policy or policies covering the shipments specified in the marine insurance certificate.
  (6) A Lloyd’s broker or a related Lloyd’s entity or coverholder to which a marine insurance certificate has been issued by or on behalf of the Society under paragraph 2, or a user of a website maintained under paragraph 3, shall, on written demand by the Society, indemnify the subscribing underwriting members and the Society against all claims, actions, costs, liabilities or expenses incurred or paid by the underwriting members or the Society arising directly or indirectly from any non-compliance of that Lloyd’s broker, related Lloyd’s entity or coverholder or website user with any of the provisions of paragraph 4 or 6 applicable to it.
  (7) For the purposes of sub-paragraph (6) a written statement by the Controller of Agencies of the Society, or any deputy thereof, in any such demand that any sum stated therein has been paid or incurred shall be conclusive evidence that that sum was reasonably and properly paid or incurred in consequence of the non-compliance by that Lloyd’s broker, related Lloyd’s entity, coverholder or website user with paragraph 4 or 6, as the case may be.
PART C—SETTLEMENT OF CLAIMS ABROAD
7. Settlement of claims abroad
  (1) The Council may appoint Lloyd’s settling agents for the purpose of this byelaw.
  (2) Where the terms of a cover or of a marine insurance certificate provide expressly for the settlement of claims in accordance with the “Standing Regulations for the Settlement of Claims Abroad”, or otherwise provide for the settlement of claims abroad, Schedule 2 to this byelaw (Standing Regulations for the Settlement of Claims Abroad) shall apply in relation to any claim presented for settlement abroad under that cover or marine insurance certificate.
  (3) Where the terms of a cover provide for the settlement of claims in accordance with “Standing Regulations for the Settlement of Claims Abroad”, or otherwise provide for the settlement of claims abroad, without also providing for the issue of marine insurance certificates:
	(a)	the managing agent of the subscribing members shall, before underwriting the cover on their behalf, consult the Lloyd’s Agency Department as to the procedure to be adopted by Lloyd’s settling agents in relation to that cover, including the form of evidence of insurance that is to be notified to Lloyd’s settling agents as specified by the cover for the purpose of paragraph 3(d) of Schedule 2;
	(b)	the Lloyd’s broker or related Lloyd’s entity or coverholder concerned shall forthwith after the cover is placed deposit with the Lloyd’s Agency Department a copy of the terms of the cover and shall thereafter notify the Lloyd’s Agency Department in writing forthwith of any variation, cancellation, expiry, renewal or non-renewal of the cover;
	(c)	the Lloyd’s broker, or related Lloyd’s entity or coverholder concerned shall on demand by the Society present to LPSO for signing a policy or policies covering the shipments which are the subject of any claim made under the cover.
  (4) Where the terms of a cover provide for the settlement of claims in accordance with “Standing Regulations for the Settlement of Claims Abroad”, or otherwise provide for the settlement of claims abroad, the Lloyd’s broker, related Lloyd’s entity or coverholder concerned shall, on written demand by the Society, indemnify the subscribing underwriting members and the Society against all claims, actions, costs, liabilities or expenses incurred or paid by the underwriting members or the Society arising directly or indirectly from any non-compliance of that Lloyd’s broker, related Lloyd’s entity or coverholder with any of the provisions applicable to it of this paragraph 7 or of Schedule 2 to this byelaw or of any regulations or rules made or conditions imposed or requirements or procedures prescribed under paragraph 8 of this byelaw for the settlement of claims abroad by Lloyd’s settling agents.
  (5) For the purpose of sub-paragraph (4), a written statement by the Controller of Agencies of the Society, or any deputy thereof, in any such demand that any sum stated therein has been paid or incurred shall be conclusive evidence that the sum was reasonably and properly paid in consequence of the non-compliance by that Lloyd’s broker, related Lloyd’s entity or coverholder with such one or more of the provisions mentioned in sub-paragraph (4) as are referred to in that statement.
  (6) No managing agent or any delegate thereof shall instruct a Lloyd’s settling agent to adjust, settle or pay claims abroad otherwise than in accordance with procedures prescribed by the Council for that purpose.
PART D—MISCELLANEOUS PROVISIONS
8. Regulations, rules, conditions and requirements
  The Council may make such regulations or rules, impose such conditions and prescribe such requirements as it thinks fit:
	(a)	prescribing classes of insurance business in relation to which marine insurance certificates may be issued;
	(b)	prescribing the form and content of marine insurance certificates;
	(c)	prescribing the manner of application for the issue of marine insurance certificates;
	(d)	imposing conditions and prescribing procedures for the adjustment, settlement and payment of claims abroad by Lloyd’s settling agents;
	(e)	requiring indemnities to be given by any person for the benefit of the Society or of any person issuing marine insurance certificates on behalf of the Society; and
	(f)	generally, for the issue and use of marine insurance certificates or for the adjustment, settlement and payment of claims abroad by Lloyd’s settling agents.
9. Indemnity by underwriting members
  (1) The underwriting members subscribing any cover shall on written demand by the Society indemnify the Society (each pro rata to his subscription) against all claims, actions, costs, liabilities or expenses arising directly or indirectly from—
	(a)	the signing or issue of any marine insurance certificate by or on behalf of the Society under paragraph 2;
	(b)	the use of any website mentioned under paragraph 3;
	(c)	the issue by the Society of any marine insurance policy under paragraph 4 or 7;
	(d)	the adjustment, settlement or payment by a Lloyd’s settling agent of any claim abroad, or the giving or arrangement of any guarantee or security under Schedule 2 to any shipowner,
in relation to that cover.
  (2) A written statement by the Controller of Agencies of the Society, or any deputy thereof, in any such demand that any sum stated therein has been paid or incurred shall be conclusive evidence that that sum was reasonably and properly paid or incurred in consequence of such one or more of the matters mentioned in sub-paragraph (1) as is specified in the statement.
10. Fees
  (1) An underwriting member, a Lloyd’s broker, a related Lloyd’s entity or a coverholder shall pay such fees as the Council may require to the Society in relation to the issue or use of insurance certificates or to a Lloyd’s settling agent in relation to the settlement of claims abroad.
  (2) For the purpose of this paragraph the Council may:
	(a)	determine the amount of any fees;
	(b)	determine the time or times for the payment of any fees;
	(c)	provide for the exemption from the payment of or the return of or abatement of any fees; and
	(d)	make different provision for different cases or classes of case.
11. Payment of sums due under this byelaw
  (1) Any sum payable to the Society under any of the provisions of this byelaw which is not paid on the due date for payment shall bear interest from the due date until the date of payment (as well after as before judgment) at the rate prescribed from time to time as applicable to judgment debts or such other rate as the Council may from time to time prescribe.
  (2) Any sum payable to the Society under any of the provisions of this byelaw (including any interest payable under sub-paragraph (1) ):
	(a)	shall be paid free and clear from any set-off, counterclaim or deduction on any account whatsoever; and
	(b)	shall be recoverable in any court of competent jurisdiction as a civil debt.
12. Commencement and application
  This byelaw shall come into force on 1 October 2002 and shall apply in relation to any cover placed on or after that date.
SCHEDULE 1
	Paragraph 1
  In this byelaw, unless the context otherwise requires—
“binding authority” means an agreement between a managing agent and another person under which the managing agent delegates its authority to enter into contracts of insurance or contracts for insurance on behalf of a syndicate or syndicates managed by it to that person in accordance with the terms of the agreement;
“coverholder” means a party to a binding authority to whom a managing agent delegates its authority to enter into contracts of insurance or contracts for insurance;
“related Lloyd’s entity” means a body corporate—
	(a)	 whose main business consists of:
	(i)	underwriting insurances on behalf of members of one or more syndicates at Lloyd’s; or
	(ii)	both underwriting insurances on behalf of members of one or more syndicates at Lloyd’s and the provision of services in respect of insurance business (other than the broking of such business) underwritten on behalf of members of one or more syndicates at Lloyd’s; and
	(b) 	in relation to which there is for the time being a valid subsisting consent granted by the Council under paragraph 2 of the Related Parties Byelaw (No. 6 of 1986).
SCHEDULE 2—STANDING REGULATIONS FOR THE SETTLEMENT OF CLAIMS ABROAD
Paragraph 7
  1. Where the terms of a cover or of a marine insurance certificate provide for the settlement of claims in accordance with the “Standing Regulations for the Settlement of Claims Abroad”, or otherwise provide for the settlement of claims abroad, the Lloyd’s settling agent at or nearest to the destination specified in the cover or marine insurance certificate shall have authority on behalf of every underwriting member subscribing the cover to adjust and settle any claim:
	(a)	in accordance with the terms of the insurance policy or marine insurance certificate (or, where there is no insurance policy or marine insurance certificate, such other evidence of the insurance as may be specified in the cover and notified to the Lloyd’s settling agent by the Lloyd’s Agency Department); and
	(b)	subject to the instructions of the underwriting member’s managing agent, or any delegate thereof.
  2. Where a claim is presented to a Lloyd’s settling agent for adjustment, settlement or payment under or purportedly a cover providing for the settlement of claims abroad the Lloyd’s settling agent shall not be obliged to investigate the circumstances, validity or existence of the cover or purported cover further than the terms of the insurance policy or marine insurance certificate or other evidence of insurance notified by the Lloyd’s Agency Department to the Lloyd’s settling agent as specified in the cover.
  3. A Lloyd’s settling agent shall have no authority to adjust, settle or make payment of any claim made by any person other than:
	(a)	the bearer of an original insurance policy or original marine insurance certificate; or
	(b)	the bearer of a duplicate original insurance policy;
	(c)	subject to the consent of the managing agent concerned or any delegate thereof, in the absence of an original insurance policy or a duplicate policy signed on behalf of underwriting members or an original marine insurance certificate a person who gives sufficient secondary evidence of the insurance policy or the marine insurance certificate and of his entitlement to claim and gives a satisfactory indemnity to the subscribing members against claims by other persons under the insurance policy or marine insurance certificate;
	(d)	in a case where the terms of the cover do not provide for the issue of insurance policies or marine insurance certificates, such other evidence of insurance as is notified by the Lloyd’s Agency Department to the Lloyd’s settling agent as specified in the cover.
  4. Where a claim for general average or salvage or particular or other charges arises in respect of any property insured by or under a cover which is expressed to be subject to the “Standing Regulations for the Settlement of the Claims Abroad” or otherwise provides for the settlement of claims abroad, the Society shall have the authority of each underwriting member subscribing that cover to give or arrange for the giving of a Lloyd’s general average bond and guarantee Form Y.
  5. The underwriting members subscribing the cover concerned shall pay to a Lloyd’s settling agent as remuneration for adjusting and settling any claim under an insurance policy or marine insurance certificate on which claims are to be settled abroad such fee as is for the time being prescribed by the Council under paragraph 10 of the byelaw.

D—Enforcement
This heading brings together all those provisions pertaining to possible or actual breaches of the Registration, Prudential Supervision or Conduct of Business rules and the remedies/courses of action available to the Society and, in some cases, members and policyholders, for any breach of these rules. It also sets out the circumstances under which these remedies can be pursued, together with the appropriate procedures and the rights afforded to and obligations imposed on the relevant parties in exercising them.

400. Inquiries and Investigations Byelaw No. 3 of 1983, 5 January 1983
COMMENCEMENT
  This byelaw commenced on 5 January 1983.
AMENDMENTS
  This byelaw was amended by
Corporate Members (Consequential Amendments) Byelaw (No. 20 of 1993)
Individual Registration Byelaw (No. 13 of 1996)
Miscellaneous Disciplinary Provisions Byelaw (No. 10 of 1998)
Underwriting Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Intermediary Amendment Byelaw (No. 10 of 2000)
Annual Subscribers Byelaw (No. 15 of 2000).
  1. The Council may direct that any inquiry which the Council considers appropriate or necessary be conducted, including (but without affecting the generality of the foregoing):—
	(a)	any inquiry concerning the suitability, conduct or affairs of any member of the Society, any syndicate of members of the Society, [[…]] [[[…]]], any underwriting agent, any director [or manager of any corporate member, any director], partner or manager of [[…]] [[[…]]] underwriting agent, any annual subscriber [[[[or]]]] [[, any registered individual]], [[[[…]]]];
	(b)	any inquiry into frauds, crimes, malpractices or misconduct as defined in these byelaws, or circumstances having the appearance of frauds, crimes, malpractices or such misconduct, practised or attempted or intended to be practised in connection with the business of insurance at Lloyd’s or in any way related thereto;
and may direct that such inquiry shall be conducted by such person or persons (whether members of the Society, accountants, lawyers or other persons whomsoever) as the Council may think fit.
NOTE
  2. Subject to any direction by the Council, the person or persons appointed to conduct any such inquiry may conduct the inquiry and determine its procedures as he or they think fit.  3. (a) If the Council considers it appropriate or necessary the Council may appoint for the purpose of conducting such an inquiry an investigating committee consisting of such persons as it may think fit.
  (b) If the Council appoints an investigating committee, the Council shall draw up terms of reference for the committee.
  (c) Subject to any direction by the Council, the investigating committee may conduct the inquiry and determine its procedures as it thinks fit.
  (d) The investigating committee shall submit a written report to the Council on the matters inquired into, and such report shall (unless the Council otherwise directs) include:—
	(i)	a recommendation as to whether disciplinary proceedings should be brought in connection with any matter inquired into;
	(ii)	if any affirmative recommendation is made, a statement of the opinion of the investigating committee as to what charge against which person would be appropriate, and a list of the documents which the investigating committee consider relevant to such charge.
  4. The Council shall not appoint any individual to conduct or participate in any inquiry (including any inquiry to be conducted by an investigating committee) who:—
	(a)	has, in the opinion of the Council, any relevant financial interest in any matter to be inquired into (which may include membership of a syndicate of which any individual involved in such matter is also a member); or
	(b)	is a shareholder, director, officer, partner, agent, employee, spouse or other relation of any person (other than the Society) involved in any matter to be inquired into, or who has, in the opinion of the Council, a close connection with any such person.
  5. If it appears to any person or persons conducting any inquiry (including any inquiry conducted by an investigating committee) that any member of the Society, [[…]] [any Lloyd’s] broker, any underwriting agent, any director [or employee of any corporate member, any director], partner or employee of [[…]] [Lloyd’s] broker or underwriting agent, any annual subscriber [[, any registered individual]], [[[[…]]]] or any other person within Lloyd’s disciplinary jurisdiction]]] has or may have in his or its possession, custody, power or control any information, documents or other material relating to any matter to be inquired into or relevant in connection therewith, the person or persons conducting such inquiry may require him or it (in the case of [a corporate member which is a body corporate, by a director or officer thereof and in the case of] [[…]] [a Lloyd’s] broker or an underwriting agent, by a director, partner or officer thereof):—
	(a)	to attend before them or their agents;
	(b)	to give oral evidence to them or their agents, and answer questions;
	(c)	to produce all such information, documents or other material (including information, documents and other material relating to the affairs of principals and clients of [[…]] [Lloyd’s] brokers, underwriting agents or other persons) to them or their agents;
	(d)	to give them or their agents all reasonable facilities in his or its premises for the purpose of examining any such documents and other material; and
	(e)	to permit them or their agents to copy any such documents or other material in his or its premises or elsewhere.
NOTE
  6. The Council may, if it is satisfied that the circumstances so justify, require any person whose affairs, conduct or suitability have been the subject of any inquiry, to pay or to make a contribution towards any costs incurred in or in connection with such inquiry. The Council’s determination of those costs shall be final.  7. Without prejudice to any other provision in these byelaws, any member of the Society, [[…]] [any Lloyd’s] broker, any underwriting agent, any director [or employee of any corporate member, any director], partner or employee of a [[…]] [Lloyd’s] broker or underwriting agent, any annual subscriber [[[or]]] [[, any registered individual]] [[[…]]] may at any time give or produce to the Council any information, documents or other material relating to frauds, crimes, malpractices or misconduct as defined in these byelaws or to circumstances having the appearance of frauds, crimes, malpractices or such misconduct practised or attempted or intended to be practised in connection with the business of insurance at Lloyd’s or in any way related thereto (including information, documents or other material relating to the affairs of principals and clients of [[…]] [Lloyd’s] brokers, underwriting agents or other persons).
NOTE
  [8. A person or persons conducting an inquiry shall not require any Lloyd’s broker or any partner, director, officer or employee of a Lloyd’s broker to do any of the things set out in subparagraphs 5(a) to (e) above unless the Lloyd’s broker’s name was entered in the register of Lloyd’s brokers prior to 3 July 2000 and either
	(a)	the Council directed the inquiry prior to 3 July 2000; or
	(b)	any matter being inquired into occurred prior to 3 July 2000;
provided that nothing in this paragraph shall be construed as prohibiting a person or persons conducting an inquiry from requiring a Lloyd’s broker or a partner, director, officer or employee of a Lloyd’s broker from doing any of the things set out in subparagraphs 5(a) to (e) in a capacity other than as a Lloyd’s broker, partner, director, officer or employee of a Lloyd’s broker.]
NOTE
401. Miscellaneous Matters Byelaw No. 15 of 1983, 7 February 1983
COMMENCEMENT
  This byelaw commenced on 7 February 1983.
AMENDMENTS
  This byelaw was amended by
Powers of Charging Byelaw (No. 12 of 1990)
Corporate Members (Consequential Amendments) Byelaw (No. 20 of 1993)
Miscellaneous Matters (Amendment No. 2) Byelaw (No. 19 of 1996)
Miscellaneous Matters (Amendment No. 3) Byelaw (No. 5 of 2000)
Intermediary Amendment Byelaw (No. 10 of 2000).
For the full text of this byelaw, see Part E, 503.
402. Issue of Proceedings By
Council Byelaw No. 18 of 1983, 6 June 1983
COMMENCEMENT
  This byelaw commenced on 6 June 1983.
AMENDMENTS
  This byelaw was amended by
Corporate Members (Consequential Amendments) Byelaw (No. 20 of 1993)
Individual Registration Byelaw (No. 13 of 1996)
Underwriting Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Miscellaneous Disciplinary Matters Byelaw (No. 20 of 2000)
Restitution Orders Byelaw (No. 24 of 2000).
  The Council may, at its sole discretion, issue and pursue legal proceedings or other proceedings of whatever nature in the name of and on behalf of the Society in the Courts of any jurisdiction, in arbitration or before any other tribunal whatsoever against:—
	A.	any person who is or has been:—
	(a)	a member of the Society;
  [[…]]
	(b)	a Lloyd’s broker;
	(c)	an underwriting agent;
	(d)	a director [of a corporate member [[…]] a director] or partner of [a corporate member, [[…]]] a Lloyd’s broker or an underwriting agent;
	(e)	a person who works for [a corporate member [[…]] a [[…]]] a Lloyd’s broker or an underwriting agent in the capacity of manager;
	(f)	an annual subscriber;
	(g)	an associate;
	(h)	a substitute; [[[…]]]
	[(i)	a registered individual;] [[[or
	(j)	any person who submits to the disciplinary jurisdiction of the society.]]]
NOTE
	B.	any other person whatsoever.
  Without prejudice to the generality of the foregoing, the Council may, in the name of and on behalf of the Society, at its sole discretion:
	(i)	seek injunctions or like relief against any such persons whether to compel compliance with Lloyd’s Acts 1871 to 1982 or any byelaw, regulation or direction made thereunder or in connection with the protection of Lloyd’s policyholders and any members of the Lloyd’s community (as defined in section 14 (2) of Lloyd’s Act 1982) or otherwise howsoever in connection with the management and superintendence of the affairs of the Society or the regulation and direction of the business of insurance at Lloyd’s;
	(ii)	bring legal proceedings to recover any fine or costs imposed pursuant to byelaws made under Lloyd’s Acts 1871 to 1982 [or any order made pursuant to the Restitution Orders Byelaw (No. 24 of 2000, 423)] as a civil debt.
NOTE
403. Suspension: Supplementary and Consequential Matters Byelaw No. 19 of 1983, 18 July 1983
COMMENCEMENT
  This byelaw commenced on 18 July 1983.
AMENDMENTS
  This byelaw was amended by
Corporate Members (Consequential Amendments) Byelaw (No. 20 of 1993)
Individual Registration Byelaw (No. 13 of 1996)
Appeal Tribunal Byelaw (No. 32 of 1996)
Appeal Tribunal (Amendment) Byelaw (No. 47 of 1996)
Council Stage of Disciplinary Proceedings (Amendment) Byelaw (No. 48 of 1996)
Underwriting Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Intermediary Amendment Byelaw (No. 10 of 2000)
Annual Subscribers Byelaw (No. 15 of 2000).
NOTE
  1. This byelaw is supplementary to the byelaws entitled “Administrative Suspension”, “Disciplinary Committees”, […] and “Council Stage of Disciplinary Proceedings”, and is without prejudice to the generality of the powers contained therein.
NOTE
  2. The powers conferred by this byelaw may be exercised:—
	(a)	by the Disciplinary Committee, at the Disciplinary Committee stage of disciplinary proceedings, where a penalty or sanction involving suspension is imposed by the Disciplinary Committee;
	(b)	[…];
NOTE
	(c)	by the Council:—
	(i)	where a direction of administrative suspension is made; or
	(ii)	where any penalty or sanction involving suspension is confirmed or modified by the Council.
  3. In the case of the suspension of a person as a member of the Society:—
	(a)	the Disciplinary Committee […] or the Council (as the case may be) may, at its sole discretion, direct that immediately on suspension or at any future date for the duration of the suspension or for any specified period during the suspension:—
NOTE
	(i)	the member cease underwriting, either totally or in part, in all or any syndicates; and/or
	(ii)	the member reduce the level of his underwriting, either totally or in part, in all or any syndicates; and/or
	(iii)	the member be refused access to the Room or to any or any specified other parts of the premises of the Society for all or any specified purposes; and/or
	(iv)	the member shall not sponsor individuals as prospective members of the Society or as annual subscribers [[[…]]]; and/or
	(v)	[[[…]]]
	(vi)	the member cease to be eligible to serve the Society in any or any specified capacity; and/or
	(vii)	the member shall not exercise his vote as a member of the Society or in any or any specified capacity in which he serves the Society; and/or
	(viii)	the member[, if an individual,] shall not acquire any legal or beneficial interest in any shares or stock of [a corporate member, [[…]]] a Lloyd’s broker or an underwriting agent, or exercise directly or indirectly any voting rights in respect of any shares or stock of [a corporate member, [[…]]] a Lloyd’s broker or an underwriting agent, or otherwise control or seek to control directly or indirectly [a corporate member, [[…]]] a Lloyd’s broker or an underwriting agent; and/or
NOTE
	(ix)	the member shall not become a director of [a corporate member or a director of] or a partner in [[…]] [a Lloyd’s] broker or an underwriting agent; and/or
NOTE
	(x)	the member shall not work for [a corporate member, [[…]] [a Lloyd’s broker or an underwriting agent as a manager;
NOTE
		save that where there has been a direction of administrative suspension the Council may, at its sole discretion, make any of the directions specified above at any time during the currency of the suspension for the duration thereof; and
	(b)	the Council may, at its sole discretion, at any time during the currency of the suspension and for the duration thereof:—
	(i)	give such directions as it considers appropriate to the suspended member, any member of the Society, any officer, agent or employee of the Society, [any [[…]]] [[[…]]], any underwriting agent, any director [, agent or employee of a corporate member or any director], partner, agent or employee of [[[…]]] an underwriting agent in connection with the underwriting business of the suspended member and the effects of the suspension thereon; and/or
	(ii)	direct that the suspended member produce to the Council or to any specified person, or permit access to the Council or to any specified person to, all or any particular class of information, documents or other material in the possession, custody, power or control of the suspended member.
NOTE
  4. In the case of the suspension of a person as an underwriting agent:—
	(a)	the Disciplinary Committee […] or the Council (as the case may be) may, at its sole discretion, direct that immediately on suspension or at any future date for the duration of the suspension or for any specified period during the suspension:—
	(i)	any permission granted to that underwriting agent to act as a member’s agent and/or managing agent at Lloyd’s be suspended either totally or in part; and/or
	(ii)	the underwriting agent cease to act as a member’s agent for any or any specified member of a syndicate and/or as managing agent for any or any specified syndicate at Lloyd’s either totally or in part; and/or
	(iii)	the underwriting agent cease to be concerned in the management of the affairs of any or any specified member or syndicate at Lloyd’s either totally or in part; and/or
	(iv)	the underwriting agent shall not introduce individuals to the Society with a view to their becoming members of the Society or nominate or propose members of the Society as new or proposed members of any or any specified syndicate;
		save that where there has been a direction of administrative suspension the Council may, at its sole discretion, make any of the directions specified above at any time during the currency of the suspension for the duration thereof; and
NOTE
	(b)	the Council may, at its sole discretion, at any time during the currency of the suspension and for the duration thereof:—
	(i)	appoint and make directions consequent upon the appointment of a substitute agent in accordance with the byelaw entitled “Substitute Agents”; and/or
	(ii)	give such directions as it considers appropriate to the underwriting agent, any member of the Society, any officer, agent or employee of the Society, [[…]] [[[…]]], any underwriting agent, any director [, agent or employee of a corporate member or any director], partner, agent or employee of a [[…]] [[[…]]] or an underwriting agent in connection with the suspension of the underwriting agent or to prevent the evasion of such suspension of the underwriting agent or any director, partner, agent or employee of the underwriting agent, or for the protection of any Lloyd’s policy holder, the Society, any member of the Society, [[…]] [[[…]]], any underwriting agent or any other person doing business at Lloyd’s; and/or
	(iii)	direct that the underwriting agent or any director, partner, agent or employee thereof produce to the Council or to any specified person, or permit access to the Council or to any specified person to, all or any particular class of information, documents or other material in the possession, custody, power or control of the underwriting agent; and/or
	(iv)	give such directions as it considers appropriate for the protection of the interests of any Lloyd’s policy holder, the Society, any member of the Society, any [[…]] [any Lloyd’s] broker, any underwriting agent or any other person doing business at Lloyd’s in relation to all, or any particular class of, bank accounts, funds or other investments connected with business of insurance at Lloyd’s and maintained, managed or controlled by the underwriting agent whether directly or indirectly and whether as principal, agent or trustee; and/or
	(v)	direct that the underwriting agent or any director, partner, agent or employee thereof resign as trustee of all or any specified Premium Trust Funds or other trusts connected with business of insurance at Lloyd’s of which the underwriting agent or the director, partner, agent or employee thereof is a trustee and concur in the appointment of new trustees acceptable to the Council.
NOTE
  5. […]
NOTE
  6. In the case of the suspension of a person being:—
	(A)	a director [of a corporate member, a director] or partner of [[[…]]] or underwriting agent;
	(B)	a person who works for a [corporate member,] [[…]] [[[…]]] or underwriting agent as a manager;
	(C)	an annual subscriber;
	(D)	[[[[…]]]];
	[(E)	a registered individual;]
	(a)	the Disciplinary Committee […] or the Council (as the case may be) may, at its sole discretion, direct that immediately on suspension or at any future date for the duration of the suspension or for any specified period during the suspension:—
	(i)	the person concerned be refused access to the Room or to any or any specified other parts of the premises of the Society for all or any specified purposes; and/or
	(ii)	the person concerned cease to be involved or interested, whether directly or indirectly, in the management of the affairs of, or any business conducted by, any or any specified member or syndicate at Lloyd’s either totally or in part; and/or
	(iii)	the person concerned cease to be involved or interested, whether directly or indirectly, in the broking of any insurance business or any class thereof at Lloyd’s either totally or in part; and/or
	(iv)	the person concerned cease to be involved or interested, whether directly or indirectly, in the management or conduct of the business of a [corporate member, [[[…]]]] [[…]] or an underwriting agent (as the case might be) either totally or in part; and/or
	(v)	the person concerned shall not acquire any legal or beneficial interest in any shares or stock of a [corporate member, [[[…]]]] [[…]] or an underwriting agent, or exercise directly or indirectly any voting rights in respect of any shares or stock of a [corporate member, [[[…]]]] [[…]] or an underwriting agent, or otherwise control or seek to control directly or indirectly a [corporate member, [[[…]]]] [[…]] or an underwriting agent; and/or
	(vi)	the person concerned shall not become a director of [a corporate member, a director of] or a partner in [[[…]]] or an underwriting agent; and/or
	(vii)	the person concerned shall not work for [a corporate member, [[[…]]]] [[…]] or an underwriting agent as a manager; and/or
	(viii)	the person concerned shall have no substitute;
		save that where there has been a direction of administrative suspension the Council may, at its sole discretion, make any of the directions specified above at any time during the currency of the suspension for the duration thereof; and
NOTE
	(b)	the Council may, at its sole discretion, at any time during the currency of the suspension and for the duration thereof:—
	(i)	give such directions as it considers appropriate to the person concerned, any member of the Society, any officer, agent or employee of the Society, [[…]] [[[…]]], any underwriting agent, any director, partner, agent or employee of [[…]] [[[…]]] or an underwriting agent, any annual subscriber, [[[[…]]]] in connection with the suspension or to prevent the evasion of such suspension by the person concerned or for the protection of any Lloyd’s policy holder, the Society, any member of the Society, [[…]] [[[…]]], any underwriting agent or any other person doing business at Lloyd’s; and/or
	(ii)	direct that [[…]] [[[…]]] or underwriting agent of which the person concerned is a director, partner, agent or employee cause the person concerned to cease to be involved or interested in the management or conduct of the business of [[…]] [[[…]]] or underwriting agent (as the case might be) either totally or in part; and/or
	(iii)	direct that the person concerned produce to the Council or to any specified person, or permit access to the Council or to any specified person to, all or any particular class of information, documents or other materials in the possession, custody, power or control of the person concerned; and/or
	(iv)	give such directions as it considers appropriate for the protection of the interests of any Lloyd’s policy holder, the Society, any member of the Society, [[…]] [[[…]]], any underwriting agent or any other person doing business at Lloyd’s in relation to all, or any particular class of, bank accounts, funds or other investments connected with business of insurance at Lloyd’s and maintained, managed or controlled by the person concerned whether directly or indirectly and whether as principal, agent or trustee; and/or
	(v)	direct that the person concerned resign as trustee of all or any specified trusts connected with business of insurance at Lloyd’s of which the person concerned is a trustee and concur in the appointment of new trustees acceptable to the Council.
NOTE
  7. If pursuant to these byelaws:—
	(a)	a direction of administrative suspension, or
	(b)	any penalty or sanction involving suspension
is revoked or otherwise terminates, the Council may, at its sole discretion, take such actions and make such directions as it considers appropriate to revoke any direction or appointment made under this byelaw consequent upon the suspension, and make such further directions consequent upon the revocation or other termination as it considers appropriate.  8. […].
NOTE
404. Disclosure By Direction Byelaw No. 21 of 1983, 18 July 1983
COMMENCEMENT
  This byelaw commenced on 18 July 1983.
AMENDMENT
  This byelaw was amended by
    Corporate Members (Consequential Amendments) Byelaw (No. 20 of 1993)
    Underwriting Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
    Intermediary Amendment Byelaw (No. 10 of 2000).
  1. The Council may by notice, in writing, at any time direct an underwriting agent to disclose, within such time as the Council may prescribe, to any members of the Society or any other specified persons such information in any way relating to the business at Lloyd’s of that underwriting agent, and the conduct or intended conduct of that business, as the Council shall have determined should be disclosed in the interests of any members of the Society or the Society or Lloyd’s policyholders. Provided that if the underwriting agent objects to the direction it shall within 24 hours of service of the said notice state in writing to the Council the grounds of its objection. Upon receipt of such written statement, the Council shall consider the same and may make such further directions as it considers appropriate.  […]
NOTE  [2A. […]]
NOTE
  3. Any underwriting agent [[…]] [[[which]]] is directed by the Council in accordance with [[[paragraph 1]]] above shall, not later than 48 hours before the expiry of the time prescribed for making such disclosure, produce to the Council the document by which disclosure is proposed to be made in compliance with the direction. If the Council is of the opinion that the document does not make adequate disclosure having regard to the direction made the Council may make such further directions as it considers appropriate.
NOTE
405. The Underwriting Agents Byelaw No. 4 of 1984, 14 May 1984
COMMENCEMENT
  This byelaw commenced on 14 May 1984.
AMENDMENTS
  This byelaw was amended by
Underwriting Agents (Amendment) Byelaw (No. 8 of 1987)
Underwriting Agents (Amendment No. 2) Byelaw (No. 4 of 1988)
Lloyd’s Market Certificate Byelaw (No. 6 of 1989)
Underwriting Agents (Amendment No. 3) Byelaw (No. 9 of 1989)
Underwriting Agents (Amendment No. 4) Byelaw (No. 14 of 1989)
Underwriting Agents (Amendment No. 5) Byelaw (No. 18 of 1989)
Underwriting Agents (Amendment No. 6) Byelaw (No. 4 of 1990)
Miscellaneous Administrative Provisions (No. 2) Byelaw (No. 1 of 1993)
Underwriting Agents (Amendment No. 7) Byelaw of 1993 (No. 7 of 1993)
Annual Subscribers, Associates, Substitutes and Others Byelaw (No. 8 of 1993)
Information and Confidentiality Byelaw (No. 21 of 1993)
Underwriting Agents’ Qualifications (Miscellaneous Amendments) Byelaw (No. 32 of 1993)
Transitional and Conversion Arrangements (Corporate Member) Byelaw (No. 9 of 1994)
Underwriting Agents (Amendment No. 8) Byelaw (No. 13 of 1994)
Companies’ Accounts (Miscellaneous Amendments) Byelaw (No. 15 of 1994)
Syndicate Accounting Byelaw (No. 18 of 1994)
Underwriting Agents (Amendment No. 9) Byelaw (No. 3 of 1995)
Underwriting Agents (Amendment No. 10) Byelaw (No. 8 of 1995)
Underwriting Agents (Amendment No. 11) Byelaw (No. 15 of 1995)
Appeal Tribunal Byelaw (No. 18 of 1995)
Underwriting Agents (Amendment No. 12) Byelaw (No. 5 of 1996)
Conversion and Related Arrangements Byelaw (No. 22 of 1996)
Underwriting Agents (Amendment No. 13) Byelaw (No. 36 of 1996)
Underwriting Agents (Amendment No. 14) Byelaw (No. 20 of 1997)
Captive Corporate Members Byelaw (No. 19 of 1998)
Premiums Trust Fund and Regulating Trustee Byelaw (No. 22 of 1998)
Training and Development Byelaw (No. 23 of 1998)
Proportional Reinsurance Syndicates Byelaw (No. 9 of 1999)
Underwriting Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Revocation Byelaw (No. 16 of 1999)
Lloyd’s Policy Signing Office Byelaw (No. 11 of 2000)
Annual Subscribers Byelaw (No. 15 of 2000)
Lloyd’s Brokers Byelaw (No. 17 of 2000)
Underwriting Agents (Amendment No. 17) Byelaw (No. 2 of 2001).
For the full text of this byelaw, see Part A, 101.
406. The Review Powers Byelaw No. 5 of 1986, 13 October 1986
COMMENCEMENT
  This byelaw commenced on 14 October 1986.
AMENDMENTS
  This byelaw was amended by
Central Fund (Amendment No. 2) Byelaw (No. 9 of 1988, 1 December 1988)
Miscellaneous Administrative Provisions (No. 2) Byelaw (No. 1 of 1993)
Corporate Members (Consequential Amendments) Byelaw (No. 20 of 1993)
Individual Registration Byelaw (No. 13 of 1996)
Review Powers (Amendment No. 4) Byelaw (No. 12 of 1996)
Underwriting Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Intermediary Amendment Byelaw (No. 10 of 2000).
NOTE
Umbrella arrangements
Byelaw No. 6 of 1988 (paragraph 25) states that this byelaw shall, in relation to insurance broking business transacted under as in connection with a registered umbrella arrangement, apply to the non-Lloyd’s broker concerned and to its directors, partners, officers or employees as it applies to a Lloyd’s broker and to a Lloyd’s broker’s directors, partners, officers or employees with effect from 1 August 1988.
EXPLANATORY NOTE
  (This is not part of the byelaw.)
  This byelaw provides for the review of the affairs of Lloyd’s brokers and underwriting agents at the order of [the Director, Regulatory Services of the Society] or of any person appointed by him to act in his absence. It confers specific powers for the purposes of carrying out such reviews.
The Council of Lloyd’s in exercise of its powers under Section 6(2) and paragraph (21) of schedule 2 of the Lloyd’s Act 1982 by special resolution hereby makes the following byelaw.
1. Interpretation
  In this byelaw “authorised person” means the [Director, Regulatory Services of the Society] and such other person as he may from time to time appoint […].
NOTE
2. Power to order review
  (1) [An authorised person may order a review of the affairs or any aspect of the affairs of any [[…]] underwriting agent or licensed run-off company including but not limited to a review for the purpose of monitoring compliance by any [[…]] underwriting agent or licensed run-off company or the ability of any [[…]] underwriting agent or licensed run-off company to comply with Lloyd’s Act 1871 to 1982 and the byelaws and regulations made thereunder or codes of practice issued by the Council or Committee.]
NOTE
  (2) Any review ordered pursuant to this byelaw may be conducted by such person as may from time to time be nominated by an authorised person.
3. Powers for the conduct of reviews
  (1) Subject to paragraph 4, for the purposes of a review pursuant to this byelaw an authorised person or a person nominated pursuant to paragraph 2(2) may by reasonable notice given in writing require any [[[…]]] [[[[…]]]] underwriting agent or any director, partner, officer [[, registered individual]] or employee thereof;
	(a)	to attend before him or such other person as may be nominated under paragraph 2(2) at such time and such place as may be specified;
	(b)	to answer questions or otherwise furnish information (including information relating to the affairs of its principals and clients) to him or to such other person as may be nominated under paragraph 2(2);
	(c)	to produce or give to him or such other person as may be nominated under paragraph 2(2) all such documents or other material in its possession, custody or power (including documents and other material relating to the affairs of its principals and clients) as the authorised person or any person so nominated may reasonably require for the purposes of the review.
NOTE
  (2) Where by virtue of sub-paragraph (1) an authorised person or any person nominated pursuant to paragraph 2(2) requires the production of documents or other material, the authorised person or any person so nominated may require the [[[…]]] [[[[…]]]] underwriting agent, [[[[…]]]]:
	(a)	to give to him or to any person so nominated all reasonable facilities in its premises for the purpose of examining any such documents or other material;
	(b)	to permit him or any person so nominated to copy or take extracts from them on the premises or elsewhere;
	(c)	by a director, partner, officer [[, registered individual]] or employee thereof, to provide an explanation of them and if any of such documents or materials are not produced, to state, to the best of his knowledge and belief, where such documents or other material are.
NOTE
4. Exercise of powers without prior notice
  An authorised person may where it appears to him expedient direct that any power conferred by paragraph 3 be exercised without prior notice.
5. Commencement
  This byelaw shall come into force on 14th October, 1986.
407. Administrative Suspension Byelaw
 No. 7 of 1987, 3 June 1987

COMMENCEMENT
  This byelaw commenced on 4 June 1987.
AMENDMENTS
  This byelaw was amended by
Solvency and Reporting Byelaw (No. 13 of 1990)
Administrative Suspension (Amendment) Byelaw (No. 9 of 1992)
Corporate Members (Consequential Amendments) Byelaw (No. 20 of 1993)
Individual Registration Byelaw (No. 13 of 1996)
Administrative Suspension (Amendment No. 2) Byelaw (No. 29 of 1997)
Solvency and Reporting (Amendment No. 8) Byelaw (No. 33 of 1997)
Underwriting Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Intermediary Amendment Byelaw (No. 10 of 2000)
Annual Subscribers Byelaw (No. 15 of 2000)
Administrative Suspension (Amendment No. 3) Byelaw (No. 21 of 2000)
Administrative Suspension (Amendment No. 4) Byelaw (No. 1 of 2001)
Amendment Byelaw (No. 9 of 2001).
[EXPLANATORY NOTE
  (This note is not part of the byelaw.)
  (1) This byelaw replaces the Administrative Suspension Byelaw (No. 2 of 1983). Amendments were made by byelaws No. 13 of 1990 and No. 9 of 1992.
  (2) The Investigations Committee is empowered to make a direction of administrative suspension when in its view the exercise of such power is necessary in order to prevent, minimise or reduce the risk of serious damage being caused to Lloyd’s policyholders, the Society, members of the Society, Lloyd’s brokers, underwriting agents or others conducting business at Lloyd’s.
  (3) Further, the byelaw provides that where a Name fails to pass the Lloyd’s annual solvency test or to fund a currency shortfall as defined in the Solvency and Reporting Byelaw (No. 13 of 1990), without recourse to the assets held in Lloyd’s Central Fund or other funds or property of the Society, a notice may be sent to the Name concerned informing him that if he fails to clear his shortfall within 28 days of service of the notice upon him, he is liable to be suspended.
  (4) The byelaw entitles a person subject to a direction of administrative suspension made by the Investigations Committee, to make written and oral representations in accordance with the terms of the byelaw. Any representations so made will be heard by the Administrative Suspension Committee. The byelaw, as amended, no longer confers any right on a member to make written and oral representations to the Administrative Suspension Committee regarding his suspension or proposed suspension for failing to extinguish his solvency shortfall or currency shortfall.]
NOTE
The Council of Lloyd’s in exercise of its powers under Section 6(2) and paragraph (26) of schedule 2 of the Lloyd’s Act 1982 by special resolution hereby makes the following byelaw.
1. Interpretation
  The provisions of Schedule 1 to this byelaw (Interpretation) shall have effect.
2. Suspension by Investigations Committee
  [2A Save where paragraph 6 below applies, the Investigations Committee may make a direction of administrative suspension on such terms and subject to such conditions as it may specify when in its opinion [[it is necessary or desirable in the interests of the Society, its members or policy-holders.]]
  2AA Upon a finding of misconduct by a Disciplinary Tribunal and prior to the final determination of the relevant disciplinary proceedings, the Investigations Committee may make a direction of administrative suspension pursuant to paragraph 2A above. Any finding of misconduct by a Disciplinary Tribunal shall for the purposes of such a direction and any subsequent direction or finding by the Administrative Suspension Committee be conclusive evidence of that misconduct.
  2AAA The Investigations Committee may, in furtherance of any direction of administrative suspension pursuant to paragraph 2AA above, withhold publication of such a direction in its absolute discretion.]
NOTE
3. Notice by Investigations Committee
  Save as provided in paragraph 5 below, before the Investigations Committee exercises its power of suspension pursuant to paragraph 2 above:—
	(a)	the Investigations Committee shall notify the person liable to suspension of the reasons why the exercise of such power is being considered and give details of the terms and any conditions of the proposed suspension;
	(b)	the person liable to suspension shall be permitted within 28 days of the date of service of the notice to make written representations to the Administrative Suspension Committee as to the proposed suspension and the terms and any conditions thereof; and
	(c)	if at the time of making written representations such person requests the opportunity to make oral representations, he shall be permitted to do so thereafter within such reasonable period as the Administrative Suspension Committee may determine.
4. Commencement of Suspension
  Save where representations are made to the Administrative Suspension Committee pursuant to paragraph 3 above a direction of administrative suspension made pursuant to paragraph 2 above shall take effect at the expiry of the 28 day period referred to in sub-paragraph 3(b).
5. Immediate Exercise of Power by Investigations Committee
  The Investigations Committee may, where it considers it necessary to do so, exercise immediately its power of suspension pursuant to paragraph 2 above, without the procedures specified in paragraph 3 above being followed but in any such case:—
	(a)	the Investigations Committee shall as soon as possible notify the person suspended of the terms and any conditions of the suspension, and the reasons why such power has been exercised;
	(b)	the person suspended shall be permitted within 14 days from the date of service of the notice to make written representations to the Administrative Suspension Committee as to the suspension and the terms and any conditions thereof; and
	(c)	if at the time of making written representations such person requests the opportunity to make oral representations, he shall be permitted to do so thereafter within such reasonable period as the Administrative Suspension Committee may determine.
[6. Suspension for failure to pass solvency tests
	(a)	Where a member of the Society fails to extinguish any solvency shortfall or currency shortfall which he may have by making available sufficient eligible assets to cover his relevant liabilities [[and [[[member’s margin]]] ]] by the date and in the manner prescribed by the Council pursuant to paragraph 8(a) of the Solvency and Reporting Byelaw (No. 13 of 1990, 204), the Council may serve on him a notice informing him that if he has not made such assets available in such manner within 28 days of service of the notice upon him, he shall be liable to be suspended from underwriting insurance business at Lloyd’s as a principal with effect from the date specified in the notice (being a date not less than 28 days after service of the notice upon the member).
	(b)	If after the expiry of 28 days from the date of service of the notice referred to in sub-paragraph (a) above a member has not made available sufficient eligible assets to cover his relevant liabilities [[and [[[member’s margin]]] ]] in the manner prescribed by the Council, the Council may make a direction of administrative suspension on such terms and subject to such conditions as it may specify to take effect from the date specified in the notice.
	(c)	If a member at any time after the date on which his suspension takes effect makes available sufficient eligible assets to cover his relevant liabilities [[and [[[member’s margin]]] ]] in the manner prescribed by the Council, he shall notwithstanding remain suspended until the date specified in any requirements made by the Council under paragraph 9 of the Membership Byelaw (No. 9 of 1984) or otherwise on which he is eligible to recommence underwriting insurance business at Lloyd’s as a principal.]
NOTE
  The words in double square brackets were inserted with effect from 1 January 1998 by byelaw No. 33 of 1997. The words in triple square brackets were substituted on 5 December 2001 by byelaw No. 9 of 2001.
7. Request for Revocation or Amendment of Suspension
  [Where there is a material change in the relevant circumstances of any person subject to a direction of administrative suspension made under paragraph 2 above after the date on which the suspension takes effect, he may at any time make written representations to the Administrative Suspension Committee requesting the revocation of, or amendment of the terms or conditions of, the suspension, specifying the material change in the relevant circumstances and, if he wishes to make oral representations, advising of his intention to do so.] Such person may thereafter make oral representations to the Administrative Suspension Committee within such reasonable period as the Administrative Suspension Committee may determine.
NOTE
8. Consideration of Representations
  (a) Where representations are made to the Administrative Suspension Committee pursuant to this byelaw, that Committee shall consider them and
	(i)	in cases under [paragraph 3] above decide whether the proposed suspension shall not take effect or shall take effect or the terms or conditions thereof be amended as that Committee may consider appropriate from such date as it may specify,
	(ii)	in cases under paragraphs 5 or 7 above decide whether the suspension is to be continued in force or is to be revoked or the terms or conditions thereof amended as that Committee may consider appropriate from such date as it may specify.
NOTE
  (b) The Administrative Suspension Committee shall communicate its decision to the person concerned as soon as possible.
9. Period of Suspension
  (a) This paragraph does not apply to a suspension pursuant to paragraph 6 above.
  (b) A direction of administrative suspension shall not be for a period exceeding six months: Provided that the Investigations Committee or the Administrative Suspension Committee, as the case may be, may in accordance with the provisions of this byelaw make further directions of administrative suspension to commence from the date of expiry of any previous direction.
10. Inquiries
  If an inquiry is ordered pursuant to the Inquiries and Investigations Byelaw (No. 3 of 1983, 400) to inquire into matters connected with an administrative suspension or the reasons for such suspension, once the inquiry is concluded the Investigations Committee shall decide whether to revoke, amend or continue in force the direction therefor, and the provisions of paragraphs 3, 4, 5 and 8 above shall apply as appropriate.
11. Disciplinary Proceedings
  If disciplinary proceedings are commenced pursuant to the Disciplinary Committees Byelaw (No. 6 of 1983) with respect to a person who is subject to a direction of administrative suspension, once the disciplinary proceedings are finally concluded such direction shall terminate but without prejudice to such suspension as may be imposed on that person as a result of those disciplinary proceedings.
12. Posting of Notice
  Upon a person being suspended or a suspension being continued or revoked or the terms or conditions thereof being amended a Notice shall be posted in the Room [[…]]. Such Notice shall contain such particulars [Council, the] as the Investigations Committee or the Administrative Suspension Committee as the case may be shall determine.

NOTE
13. Exercise of Other Powers
  A suspension under this byelaw shall be without prejudice to the exercise of any other power or function under Lloyd’s Acts 1871 to 1982 or any byelaw or regulation made thereunder.
14. Suspension: Supplementary and Consequential Matters
  The Suspension: Supplementary and Consequential Matters Byelaw (No. 19 of 1983, 403) shall have effect as if references therein to the byelaw entitled “Administrative Suspension” were to this byelaw.
15. Revocation of Byelaw
  The Administrative Suspension Byelaw (No. 2 of 1983), as amended, is hereby revoked.
16. Commencement
  This byelaw shall come into force on 4th June 1987.
Schedule 1. Interpretation
  In this byelaw, the following expressions have the following meanings:—
“Administrative Suspension Committee” means the Administrative Suspension Committee of the Council.
[“currency shortfall” has the meaning given in paragraph 1 of Schedule 1 to the Solvency and Reporting Byelaw (No. 13 of 1990, 204).]
NOTE
“direction of administrative suspension” means a direction which has the effect of suspending any of the following from transacting, or being concerned or interested in the transaction of, the business of insurance at Lloyd’s or any class or classes of such business, either totally or in part:—
	(a)	a member of the Society;
     [[…]]
     [[[…]]]
	(c)	an underwriting agent;
	(d)	a director [of a corporate member or a director] or partner of a [[…]] [[[…]]] or an underwriting agent;
	(e)	a person who works as a manager for [a corporate member
	[[…]]] [[[…]]] an underwriting agent;
	(f)	an annual subscriber;
	(g)	[[[[…]]]]
	[[(h)	a registered individual.]] [[[[;
	(i)	any person who submits to the discplinary jurisdiction of the Society.]]]]
[“eligible assets” has the meaning given in paragraph 1 of Schedule 1 to the Solvency and Reporting Byelaw (No. 13 of 1990, 204).]
NOTE
“Investigations Committee” means the Investigations Committee of the Council [; and
“relevant liabilities” has the meaning given in paragraph 1 of Schedule 1 to the Solvency and Reporting Byelaw (No. 13 of 1990, 204).
“solvency shortfall” has the meaning given in paragraph 1 of Schedule 1 to the Solvency and Reporting Byelaw (No. 13 of 1990, 204).]
NOTE
408. The Members’ Ombudsman Byelaw
No. 13 of 1987, 2 December 1987

COMMENCEMENT
  This byelaw commenced on 2 December 1987, the first Ombudsman taking office from 1 January 1988.
AMENDMENTS
  This byelaw was amended by
Members’ Ombudsman (Amendment) Byelaw (No. 3 of 1989)
Miscellaneous Administrative Provisions Byelaw (No. 5 of 1992)
Miscellaneous Administrative Provisions (No. 2) Byelaw (No. 1 of 1993)
Corporate Members (Consequential Amendments) Byelaw (No. 20 of 1993)
Members’ Ombudsman (Amendment No. 2) Byelaw (No. 3 of 1994)
Syndicate Accounting Byelaw (No. 18 of 1994)
Individual Registration Byelaw (No. 13 of 1996)
Underwriting Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Annual Subscribers Byelaw (No. 15 of 2000)
Amendment Byelaw (No. 9 of 2001).
EXPLANATORY NOTE
(This note is not part of the byelaw.)
  This byelaw establishes the office of the Members’ Ombudsman.
  The Council must appoint by special resolution an Ombudsman from two or more candidates put forward by the nominated members of the Council. He may hold office for a renewable term of up to five years. His duty is to receive written complaints from individual members of the Society in relation to any action taken by or on behalf of the Society (which includes the Council, the Committee, their sub-committees and the Corporation). If the complainant alleges he has suffered injustice in consequence of maladministration in respect of the action complained of, the Ombudsman may, subject to certain exceptions set out in the byelaw, investigate the complaint.
  The Ombudsman conducts his investigations in private and, if he considers the complaint justified, may make appropriate recommendations. These may include a recommendation that ex gratia payments be made.
  He must report to the Council and the complainant on the outcome of each complaint made to him. In addition, he must make a written annual report on his activities to the Council.
The Council of Lloyd’s in exercise of its powers under section 6(2) of the Lloyd’s Act 1982 by special resolution hereby makes the following byelaw.
1. Interpretation
  The provisions of Schedule 1 to this byelaw shall have effect.
2. Appointment of Ombudsman
  (1) The Council shall appoint by special resolution in accordance with the provisions of this paragraph an individual as Ombudsman.
  (2) The nominated members of the Council shall submit to the Council the names of [a candidate or candidates] for appointment as Ombudsman provided that no person who is a member of the Society or an underwriting agent, or a director [or an employee of a corporate member, or a director], partner or employee of a [[…]] [Lloyd’s] broker or underwriting agent, or an annual subscriber [[or a registered individual]] [[[…]]] or a member of the Council or a member of the Disciplinary Committees or the Appeal Tribunal or an employee, officer or agent of the Society, or a person connected to any such individual shall be eligible for appointment as Ombudsman.
NOTE
3. Term of Office
  The Ombudsman shall hold office for such period (not exceeding five years) and on such terms as to remuneration, expenses and conditions of service as the Council may by special resolution from time to time determine. The person holding the office of Ombudsman may be reappointed at the expiry of a period of office.
4. Provision of support services
  The Council shall provide from time to time at the request of the Ombudsman such premises, staff and equipment as he may reasonably require.
5. Deputy
  (1) If the Ombudsman is indisposed or otherwise prevented from carrying out his duties the Council may by special resolution appoint an individual eligible for appointment as Ombudsman to act as deputy for the Ombudsman for such period of time and on such terms and conditions as the Council shall by special resolution determine.
  (2) While such deputy holds office, this byelaw, except paragraph 3, shall apply to him as if he were the Ombudsman.
6. Resignation and removal from office
  The Ombudsman shall vacate his office before his period of office expires only if:
	(a)	he resigns by notice in writing to the Council, or
	(b)	the Council resolves by special resolution to remove him from office and gives to him written notice of such resolution.
7. Powers and duties of the Ombudsman
  [(1) The Ombudsman shall, in relation to any action taken by or on behalf of the Society, receive any complaint (which shall be in writing) from any member of the Society [[or from any—
	(a)	individual who was at any time after 30 November 2001 but is no longer a member of the Society;
	(b)	person or Scottish limited partnership which was at any time after 30 November 2001 but no longer is a quasi-individual member]].]
NOTE
  (2) Any member [or former member] of the society [referred to in sub-paragraph (1)] having a complaint of the nature referred to in sub-paragraph (1) may approach the Ombudsman directly in relation to that complaint.
NOTE
  (3) Subject to paragraph 8, where the complainant alleges that he has suffered injustice in consequence of maladministration in connection with the action as mentioned in sub-paragraph (1), the Ombudsman may at his discretion investigate the complaint.
  (4) Where the complainant makes no allegation that he has suffered injustice in consequence of maladministration, the Ombudsman shall not investigate the complaint but shall refer it to the Chairman of the [Lloyd’s Regulatory Board] and shall inform the complainant accordingly.
NOTE
  (5) The Ombudsman may appoint (on such terms as to remuneration and otherwise as he shall think fit but which shall include a term as to confidentiality) any other person who in his view is suitably qualified to assist him in his investigation.
  (6) Where the Ombudsman conducts an investigation, he shall give notice of the complaint and his investigation to the [Director, Regulatory Services of the Society] and to any person to whom the complaint relates and shall afford to the [Director, Regulatory Services of the Society] and such other person an opportunity to comment on the complaint.
NOTE
  (7) The Ombudsman shall conduct every investigation pursuant to this byelaw in private and, subject to sub-paragraph (8) or the order of any competent authority or court of competent jurisdiction, neither the Ombudsman nor any of his staff shall disclose (whether in any report to the Council pursuant to sub-paragraph (9) or his annual report pursuant to paragraph 13 or otherwise) to any person any information concerning a complaint investigated by him from which it would or might be possible to identify the complainant or any information of a confidential nature which he has obtained in the course of his investigation.
  (8) Sub-paragraph (7) shall not prohibit the disclosure of information on such terms as to confidentiality as the Ombudsman shall think fit to the complainant or the Society as the case may be; or to any employee, consultant, adviser or agent of the Ombudsman to the extent that such information is reasonably required by that person for the purpose of performing his duties to the Ombudsman.
  (9) The Ombudsman shall facilitate the satisfaction, settlement or withdrawal of any complaint by making recommendations (which may include a recommendation that ex gratia payments of money be made) or representations to any person named in the complaint or to the Society or by such other means as seem appropriate. The Ombudsman shall report to the Council and to the complainant the outcome of the complaint. The Ombudsman may also make to the Council such representations or recommendations on matters of general importance which come to his attention as he shall think fit.
8. Limitation on power to investigate certain complaints
  (1) The Ombudsman shall not investigate a complaint:
	(a)	if the complaint has previously been referred to him provided that he may investigate the complaint if he is satisfied that evidence is now available in relation to the complaint which was not available when he previously considered the complaint;
	(b)	unless he thinks there is good reason to do so, if the action complained of occurred more than two years before the complainant first made the complaint in writing to him;
	(c)	where any party to the complaint has instituted proceedings in any court of competent jurisdiction or has made reference to arbitration in relation to the complaint unless the proceedings have been discontinued or the reference to arbitration withdrawn prior to final judgment or award;
  (2) The Ombudsman shall not investigate a complaint about any action:–
	(a)	in respect of which the complainant has a right of appeal to the Appeal Tribunal provided that he may investigate a complaint where the complainant had (but no longer has) such a right of appeal if he is satisfied that in the particular circumstances it was reasonable for the complainant not to have exercised such a right of appeal, or
	(b)	which has been the subject of a decision by the Appeal Tribunal.
  (3) The Ombudsman shall not investigate any complaint about action taken by or on behalf of:—
	(a)	a Lloyd’s disciplinary committee; or
	(b)	the Appeal Tribunal; or
	(c)	a Lloyd’s agent appointed pursuant to Byelaw No. 15 of 1983 (Miscellaneous Matters, 115); or
	(d)	any subsidiary company of the Society listed in Schedule 2 to this byelaw; or
	(e)	any officer, employee or agent of any subsidiary company of the Society listed in Schedule 2.
  The Council may from time to time by special resolution amend the list of the subsidiary companies of the Society in Schedule 2 provided that any subsidiary company of the Society whose day to day management is subject to the Society’s supervision shall not be included in such list.
  (4) The Ombudsman shall not investigate any complaint about the institution or the conduct of any disciplinary proceedings [ . . . ] before a Lloyd’s disciplinary committee or before the Appeal Tribunal.
NOTE
9. Power to decline to investigate complaints
  (1) The Ombudsman may decline to investigate a complaint if he considers that by reason of the subject matter of the complaint it is more appropriate that such complaint should be determined by a court of competent jurisdiction or by arbitration.
  (2) The Ombudsman may, if he in his discretion thinks fit, decline to investigate a complaint which relates to action taken by a person other than the Society.
10. Procedure
  Subject to the other provisions of this byelaw the Ombudsman shall in his discretion decide the procedure to be adopted in considering complaints, in conducting investigations, and in making recommendations or representations.

11. Evidence
  The Ombudsman shall not be bound by any legal rule of evidence in considering complaints or conducting investigations and he shall not be bound by any previous decision made by him or any predecessor in office.
12. Powers to obtain information
  The Ombudsman may require the Society to provide, within a reasonable period of time and upon such terms as to confidentiality as he shall think fit, any information or documents (including but not restricted to any minutes of the Council, the Committee, any committee or sub-committee appointed by the Council or the Committee) relating to the subject matter of a complaint.
13. Annual report
  The Ombudsman shall make a written annual report to the Council describing the principal findings of his investigations or any conclusions which he may have drawn from them. Every such annual report shall be sent to members of the Society with the Lloyd’s Annual Report and Accounts.
14. Expenditure
  The Ombudsman shall limit his annual expenditure to an amount necessary to ensure the effective discharge of his duties. He shall keep a record of all costs and expenses incurred and state the total thereof in his annual report.
15. Commencement
  This byelaw shall come into force on 2nd December 1987, and the first Ombudsman to be appointed under this byelaw shall take office with effect from 1st January 1988.
Schedule 1. Interpretation
  In this byelaw the following expressions have the following meanings:
“action” includes failure to act, and other expressions connoting action shall be construed accordingly;
[. . .]
NOTE
“complainant” means the member of the Society who has made a complaint under paragraph 7 of the byelaw;
[ . . . ]
NOTE
[“member of the Society” includes the member’s executors, administrators or assigns;]
NOTE
“Names’ Interests Committee” means the Names’ Interests Committee of the Council;
“Ombudsman” means the individual appointed under paragraph 2 of the byelaw;
“person connected” means a parent, step-parent, spouse, brother, sister, son, step-son, daughter or step-daughter of an individual;
[“reinsurance to close” has the meaning given to it in the Syndicate Accounting Byelaw (No. [18 of 1994, 326]);]
NOTE
“the Society” for the purposes of this byelaw means the Society itself and also any of its officers and employees and any person or persons in or to whom (whether individually or collectively) any powers or functions are vested or delegated by or pursuant to Lloyd’s Acts 1871 to 1982;
“subsidiary company” has the same meaning as in section 736 of the Companies Act 1985;
[“syndicate” means a group of underwriting members of the Society underwriting insurance business at Lloyd’s through the agency of a managing agent to which a particular syndicate number is assigned by the Council of Lloyd’s.]
NOTE
Schedule 2. Subsidiary Companies
Additional Securities Limited
Additional Underwriting Agencies (No.1) Limited
Additional Underwriting Agencies (No.2) Limited
Additional Underwriting Agencies (No.3) Limited
Additional Underwriting Agencies (No.4) Limited
Additional Underwriting Agencies (No.5) Limited
Additional Underwriting Agencies (No.6) Limited
Lloyd’s of London Press Limited
Toplis and Harding Incorporated
409. Lloyd’s Brokers Byelaw No. 5 of 1988, 6 July 1988
COMMENCEMENT
  This byelaw commences in stages. Paragraph 19 commences on 1 November 1988; paragraph 20 commenced on 6 July 1988; paragraphs 57(6) and (7) commence on 1 August 1989. The remaining provisions commence on 1 August 1989.
AMENDMENTS
  This byelaw was amended by
Lloyd’s Brokers (Amendment) Byelaw (No. 8 of 1989)
Lloyd’s Brokers (Amendment No. 2) Byelaw (No. 13 of 1989)
Lloyd’s Brokers (Amendment No. 3) Byelaw (No. 6 of 1990)
Lloyd’s Brokers (Amendment No. 4) Byelaw (No. 9 of 1991)
Lloyd’s Brokers (Amendment No. 5) Byelaw (No. 14 of 1991)
Lloyd’s Brokers (Amendment No. 6) Byelaw (No. 16 of 1992)
Information and Confidentiality Byelaw (No. 21 of 1993)
Companies’ Accounts (Miscellaneous Amendments) Byelaw (No. 15 of 1994)
Run-off Companies Byelaw (No. 2 of 1995)
Lloyd’s Brokers (Amendment No. 7) Byelaw (No. 16 of 1995)
Appeal Tribunal Byelaw (No. 18 of 1995)
Lloyd’s Brokers (Amendment No. 8) Byelaw (No. 4 of 1996)
Intermediary Amendment Byelaw (No. 10 of 2000)
Lloyd’s Policy Signing Office Byelaw (No. 11 of 2000).
REVOCATION
  This byelaw was revoked with effect from 1 January 2001 by byelaw No. 17 of 2000 dated 6 December 2000.
410. Umbrella Arrangements Byelaw No. 6 of 1988, 6 July 1988
COMMENCEMENT
  This byelaw commenced on 1 August 1988.
AMENDMENTS
  This byelaw was amended by
Umbrella Arrangements (Amendment) Byelaw (No. 7 of 1990)
Information and Confidentiality Byelaw (No. 21 of 1993)
Appeal Tribunal Byelaw (No. 18 of 1995)
Intermediary Amendment Byelaw (No. 10 of 2000)
Lloyd’s Policy Signing Office Byelaw (No. 11 of 2000).
REVOCATION
  This byelaw was revoked with effect from 1 January 2001 by byelaw No. 17 of 2000 dated 6 December 2000.
411. Insurance Ombudsman Bureau Byelaw No. 1 of 1989, 11 January 1989
COMMENCEMENT
  This byelaw commenced on 12 January 1989.
AMENDMENTS
  This byelaw was amended by
Corporate Members (Consequential Amendments) Byelaw (No. 20 of 1993)
Corporate Members (Miscellaneous Amendments) Byelaw (No. 29 of 1993)
Captive Corporate Members Byelaw (No. 19 of 1998)
Underwriting Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Intermediary Amendment Byelaw (No. 10 of 2000).
EXPLANATORY NOTE
  (This note does not form part of the byelaw.)
  The byelaw allows the Council to apply for the Society to be a member of the Insurance Ombudsman Bureau (“the IOB”).
  For so long as the Society is a member of the IOB underwriting members are required to observe those of the IOB’s articles of association which relate to the Insurance Ombudsman’s powers to consider complaints about certain types of insurance policies. The relevant articles are set out in the schedule to the byelaw. If the Insurance Ombudsman makes an award naming or identifying an underwriting member or a syndicate, the byelaw requires the member or syndicate concerned to pay the award. The articles provide that the upper limit on binding awards which can be made by the Ombudsman is £10,000 in respect of permanent health business and £100,000 in any other case.
  The byelaw also deals with certain administrative aspects of the Society’s membership of the IOB (for example, the nomination of persons to attend meetings of the IOB). In addition, the Council may require members, underwriting agents and Lloyd’s brokers to supply information to the Society for transmission to the Insurance Ombudsman if so required by him.
The Council of Lloyd’s in exercise of its powers under section 6(2) of Lloyd’s Act 1982 by special resolution hereby makes the following byelaw.
1. Interpretation
  (1) In this byelaw, unless the context otherwise requires:
“Insurance Ombudsman” means an ombudsman appointed in accordance with the articles of association of the Insurance Ombudsman Bureau to receive references in relation to insurance business.
“Insurance Ombudsman Bureau” means the Insurance Ombudsman Bureau incorporated as a private unlimited company under the Companies Acts 1948 to 1980 on 20th January 1981.
“managing agent” means an underwriting agent which is listed as a managing agent on the register of underwriting agents maintained under the Underwriting Agents Byelaw (No. 4. of 1984, 101).
[“syndicate” means an underwriting member or group of underwriting members of Lloyd’s underwriting insurance business at Lloyd’s through the agency of a Lloyd’s underwriting agent to which member or group a particular syndicate number is assigned by the Council;]
NOTE
“underwriting member” includes a former underwriting member who has become a non-underwriting member by virtue of having given notice of resignation in accordance with the Membership Byelaw [(No. 17 of 1993, 319)].
NOTE
  (2) In the Schedule to this byelaw only, unless the context otherwise requires:
“Board” means the board of directors of the Insurance Ombudsman Bureau.
“Bureau” means the Insurance Ombudsman Bureau.
“Council” means the Council of the Insurance Ombudsman Bureau.
“Member” means a member of the Insurance Ombudsman Bureau.
“Ombudsman” has the same meaning as “Insurance Ombudsman” in sub-paragraph (1) above.
  (3) References in this byelaw to the articles of association of the Insurance Ombudsman Bureau and specific articles thereof include references to such articles of association and specific articles thereof as from time to time amended.
2. Membership of the Insurance Ombudsman Bureau
  (1) The Council may apply for the admission of the Society as a member of the Insurance Ombudsman Bureau.
  (2) For so long as the Society is a member of the Insurance Ombudsman Bureau all underwriting members shall observe the provisions of articles numbered 66 to 68 inclusive of the articles of association of the Insurance Ombudsman Bureau as set out in the Schedule to this byelaw as if they were members of the Insurance Ombudsman Bureau.
  (3) Without prejudice to the generality of sub-paragraph (2) of this paragraph, where the Insurance Ombudsman makes an award pursuant to article 66(b)(iv) of the articles of association of the Insurance Ombudsman Bureau naming or identifying an underwriting member or a syndicate, the underwriting member or the syndicate, as the case may be, shall pay the award or, if the Society has first paid the award, the underwriting member or the syndicate shall reimburse the Society in respect of the award.
3. Proceedings of the Insurance Ombudsman Bureau
  (1) The Council may nominate a member of the Society or an officer of the Society as a candidate for election to, or for co-option to, the board of directors of the Insurance Ombudsman Bureau or for appointment to the Council of the Insurance Ombudsman Bureau.
  (2) The Council may appoint a member of the Society or an officer of the Society as representative of the Society to attend, vote and generally exercise all rights of membership on behalf of the Society at any annual general meeting or extraordinary general meeting of the Insurance Ombudsman Bureau.
  (3) The Council may from time to time appoint for such period and on such terms and conditions as it thinks fit a member of the Society or an officer of the Society (not being any individual appointed pursuant to sub-paragraph (2)) to attend any general meeting of the Insurance Ombudsman Bureau in accordance with the articles of association of the Insurance Ombudsman Bureau.
  (4) The Council may at any time revoke any nomination or appointment it has made pursuant to this paragraph by written notice to the individual so nominated or appointed and the Council shall give written notice of such revocation to the Insurance Ombudsman Bureau.
  (5) Where a member of the Society or an officer of the Society has been elected or co-opted to the board of directors of the Insurance Ombudsman Bureau as a result of a nomination pursuant to sub-paragraph (1) of this paragraph the Council may, if it thinks fit, request that individual in writing to resign from membership of the board of
directors and in such event the Council shall give notice to the Insurance Ombudsman Bureau that it has made such a request.
4. Power to obtain information
  (1) Every underwriting member [[[and]]] every underwriting agent [[…]] [[[…]]] shall furnish to the Society such information as the Council may from time to time require in writing for the purposes of this byelaw.
NOTE
  (2) Any information required pursuant to sub-paragraph (1) of this paragraph shall be furnished in such manner and at such time or times as the Council may specify in writing.
  (3) An underwriting member shall only be required under this paragraph to furnish such information as he or his underwriting agent or agents possess or can reasonably be expected to obtain.
  (4) An underwriting agent […] [[[…]]] shall only be required under this paragraph to furnish such information as it possesses or can reasonably be expected to obtain.
NOTE
  (5) The Society may furnish to the Insurance Ombudsman if so required by him any information obtained pursuant to this paragraph.
5. Commencement
  This byelaw shall come into force on 12th January 1989.
Schedule
66. The powers and duties of an Ombudsman shall be:
	(a)	to be available to attend each meeting or part of a meeting of the Council as required by the Council and thereat to make such reports and give such information to the Council as the Council shall from time to time direct and, on giving reasonable notice to the Council, to attend any meeting or part of a meeting of the Council in order to address the Council on a matter specified in that notice, and to have regard to any assistance and guidance offered or given by the Council pursuant to Article 65(f) hereof and to have regard to his terms of reference determined in accordance with Article 64(b);
	(b)	subject to the supervision of the Council and to the extent that the Council so determines in accordance with Article 64, from day to day to administer the affairs and to conduct the business of the Bureau, and to incur expenditure in accordance with the current financial budget approved by the Board pursuant to Article 64(j) hereof on behalf of the Bureau; provided that an Ombudsman shall in connection therewith exercise no power of the Bureau expressly assigned to the Board or the Council or any other person pursuant to these presents; and
	(i)	subject to Article 67 and 68 hereof an Ombudsman may act as counsellor, conciliator, adjudicator or arbitrator in relation to any such reference as is specified in Clause 3(a) of the Memorandum of Association of the Bureau and (subject to the general or special consent of the Council) an Ombudsman may appoint (on such terms as to remuneration or otherwise as he shall think fit) any other person who seems to him to be suitably qualified (whether as a professional adviser or as an expert) to act in conjunction with him;
	(ii)	an Ombudsman may, in relation to any complaint, dispute or claim comprised in a reference, make an award against any Member named in such reference (and in the case of Lloyd’s the award shall also name or identify the relevant member of Lloyd’s or Lloyd’s syndicate) and in making any award he shall act in conformity with any applicable rule of law or relevant judicial authority with general principles of good insurance, investment or marketing practice and with his terms of reference from time to time determined in accordance with these presents, but shall not otherwise be bound by any previous decision made by him or by any other Ombudsman or by any predecessor in any such office;
	(iii)	such an award shall comprise a money sum;
	(iv)	such an award shall be binding upon the Member against which it is made and, in the case of Lloyd’s, upon any member of Lloyd’s or Lloyd’s syndicate named or identified therein (a) if it is made in respect of a reference the subject of which is a policy of insurance for permanent health business under which the basic benefits insured at the date of the policy do not exceed £10,000 per annum; or (b) if it is made in any other case and does not exceed £100,000;
	(v)	where such an award exceeds the relative monetary limit prescribed by sub-paragraph (iv) above, it shall not be binding upon the Member against which it is made nor, in the case of Lloyd’s, upon any member of Lloyd’s or Lloyd’s syndicate named or identified therein but shall constitute the Ombudsman’s recommendation to that Member of an equitable solution to the complaint, dispute or claim comprised in the reference;
	(vi)	the Bureau in General Meeting may by ordinary resolution from time to time alter the monetary limits prescribed by sub-paragraph (iv) above;
	(vii)	an Ombudsman may in relation to any complaint dispute or claim comprised in a reference (but without prejudice to the exercise of the powers conferred by sub-paragraph (ii) above) make such recommendations or representations to the persons named in the reference or to the Council as he shall think fit;
	(c)	(subject to Article 67 and 68 hereof) to entertain references of the kind specified in Clause 3(a) of the Memorandum of Association of the Bureau and in his terms of reference determined in accordance with Article 64(b) and to facilitate the settlement or satisfaction of the complaints disputes or claims comprised in such references by any or all of the means referred to in the said Clause 3(a);
	(d)	in relation to such references to charge such fees to all or any of the persons named therein as the Council shall from time to time prescribe: provided that an Ombudsman shall have power, if in his absolute discretion he considers it expedient or appropriate, to remit the payment of any fee or to return any fee paid as aforesaid;
	(e)	to request the provision, within a reasonable period of time, of information concerning the subject-matter of any such reference as aforesaid from any Member named therein which is, or is alleged to be, in possession of such information: provided that where such Member admits possession of the said information but refuses or fails to supply it within a reasonable period of time the Ombudsman shall forthwith give particulars of such request and refusal to the Council;
	(f)	without prejudice to paragraph (a) of this Article, to submit to each Council Member not less than fourteen days before each Annual Meeting of the Council a copy of his Report for the period specified in Article 64(h) hereof, such Report to be in such form, and to contain such information and recommendations on such subjects relative to the affairs and business of the Bureau during such period, as the Council shall from time to time direct, provided that where any Ombudsman has been designated Deputy to any other he shall not be required to submit any Report in relation to his activities as such Deputy;
	(g)	upon each occasion when he submits copies of his Report to Council Members pursuant to paragraph (f) of this Article, to submit additional copies of the same to each Member and to each member of the Board; and
	(h)	subject to the approval of the Council and to his terms of reference determined in accordance with Article 64(b), to delegate to a deputy the powers and duties assigned to an Ombudsman in sub-paragraphs (i) to (vii) of paragraph (b) and paragraphs (c), (d) and (e) of this Article.
	(i)	subject to the approval of the Chairman of the Council, to appoint and remove managers officers (but not the Secretary or the Clerk to the Council) clerks agents and servants, whether engaged for permanent temporary or special services and to determine their powers and duties and fix their salaries pensions or other emoluments.
  67. Without prejudice to Article 68 hereof, no Ombudsman shall entertain any reference of the kind specified in Clause 3(a) of the Memorandum of Association of the Bureau unless he is satisfied that:—
	(a)	the subject matter of the reference has been considered by the senior management of any Member named in the reference or, in the case of a reference involving a member of Lloyd’s or a Lloyd’s syndicate, by an officer of Lloyd’s but the observations made, or any conditions of settlement or satisfaction offered, by that Member or, in the case of a reference involving a member of Lloyd’s or a Lloyd’s syndicate, by that member of Lloyd’s or by that syndicate to any other person named in that reference have proved unacceptable to that person;
	(b)	where any party to the complaint, dispute or claim comprised in the reference has instituted proceedings in any court of law or has made a reference to arbitration in relation thereto, the proceedings have been discontinued or the reference to arbitration withdrawn prior to final judgment or award; and
	(c)	the reference contains no subject matter any part of which was comprised in any previous references made to any Ombudsman (provided that with the leave of the Council the Ombudsman may entertain a reference if he is satisfied that new evidence is now available in relation to the reference which was not available at the time the previous reference was entertained);
and unless the reference is received by the Ombudsman no later than six months after the date of the observations or offer referred to in paragraph (a) of this Article.
  68. Without prejudice to Article 67 hereof, no Ombudsman is empowered to entertain or comment upon any reference of the kind specified in Clause 3(a) of the Memorandum of Association of the Bureau:—
	(a)	which relates to a contract for investment business other than one in respect of units in a collective investment scheme or of long term insurance business (as defined in the Insurance Companies Act 1982); or
	(b)	which is made other than by the person who effected the policy or the contract for investment business which is the subject of the reference or by some person who has acquired (not for value) the legal title thereto; or
	(c)	which relates to a policy of insurance or contract for investment business other than one effected by or on behalf of or for the benefit of natural persons (not being partnerships or unincorporated persons consisting of or including natural persons); or
	(d)	which relates to a policy of insurance or contract for investment business in respect of which the performance by the Member or, in the case of a reference involving a Lloyd’s syndicate, by the members of that syndicate of any of his or their obligations under the contract evidenced thereby would constitute the carrying on by the Member or, as the case may be, by the members of the Lloyd’s syndicate of insurance business of any class or investment business other than in the United Kingdom, the Isle of Man or Channel Islands; or
	(e)	which is made in respect of long term insurance business (as defined in the Insurance Companies Act 1982) of a Member to the extent that such reference concerns those actuarial standards, tables and principles which that Member applies to its long term insurance business including in particular (but without being limited to) the method of calculation of surrender values and paid up policy values, and bonus system and bonus rate applicable to the policy in question provided that this paragraph shall not preclude any reference concerning the application of any of the Lautro Rules; or
	(f)	which relates to any policy of insurance or contract for investment business, to the extent that such reference concerns any question or dispute between the person making the reference and any person other than the Member or, as the case may be, by the members of Lloyd’s relative to which the reference is made, as to title to the proceeds of the policy or contract which is the subject of the reference.
412. Misconduct (Reporting) Byelaw No. 11 of 1989, 5 July 1989
COMMENCEMENT
  This byelaw commenced on 6 July 1989.
AMENDMENT
  This byelaw was amended by
Miscellaneous Administrative Provisions Byelaw (No. 5 of 1992)
Miscellaneous Administrative Provisions (No. 2) Byelaw (No. 1 of 1993)
Intermediary Amendment Byelaw (No. 10 of 2000)
Disciplinary Committees (Amendment No. 2) Byelaw (No. 19 of 2000).
EXPLANATORY NOTE
  (This note is not part of the byelaw.)
  This byelaw imposes a duty on every person to whom the byelaw entitled “Misconduct, Penalties and Sanctions” (No. 5 of 1983) applies to report all instances of misconduct other than those which it is reasonable to regard as being of a minor nature. The misconduct is to be reported promptly to the [Director, Regulatory Services of the Society] or such other person as he may nominate. The duty to report applies to a person who either knows of any actual or proposed misconduct or believes or has reason to believe that such misconduct is likely to occur or is likely to have occurred.
  Misconduct has the meaning given to it in the byelaw entitled “Misconduct, Penalties and Sanctions” (No. 5 of 1983). Under that byelaw a person is guilty of misconduct if he:–
	(a)	contravenes or fails to observe any provision of Lloyd’s Acts 1871 to 1982 or any byelaw made thereunder;
	(b)	contravenes or fails to observe any verdict, order, award, penalty or sanction made or imposed, or any condition or requirement imposed, or any undertaking given, pursuant to Lloyd’s Acts 1871 to 1982 or any byelaw made thereunder;
	(c)	contravenes or fails to observe (subject to the provisos to section 7(3) of Lloyd’s Act 1982) any regulation or direction made or given under Lloyd’s Acts 1871 to 1982 or under any byelaw made thereunder;
	(d)	conducts himself or itself in a manner which is detrimental to the interests of Lloyd’s policyholders, the Society, members of the Society, Lloyd’s brokers, underwriting agents or others doing business at Lloyd’s;
	(e)	conducts any insurance business in a discreditable manner or with a lack of good faith; or
	(f)	conducts himself or itself in any manner whatever which is dishonourable or disgraceful or improper.
The Council of Lloyd’s in exercise of its powers under section 6(2) and section 7(1)(a)(ii) of, and paragraphs 21 and 22(b) of Schedule 2 to, Lloyd’s Act 1982 by special resolution hereby makes the following byelaw:
1. Interpretation
  In this byelaw “misconduct” means misconduct [as defined in any byelaws made under Lloyd’s Acts 1971 to 1982.]
NOTE
2. Duty to report misconduct
  (1) Subject to sub-paragraph (2), every person [[[subject to the disciplinary jurisdiction of the Society]]] applies [[other than a Lloyd’s broker]] who—
	(a)	knows of any actual or proposed misconduct, or
	(b)	believes or has reason to believe that any misconduct is likely to occur or is likely to have occurred,
shall be under a duty to report the same promptly to the [Director, Regulatory Services of the Society] or such other person as he may nominate.
  (2) Sub-paragraph (1) shall not apply in relation to any incident of misconduct which it is reasonable to regard as being of a minor nature.
NOTE
3. Commencement
  This byelaw shall come into force on 6th July 1989.
413. Members’ Compensation Scheme Byelaw
No. 15 of 1989, 6 December 1989

COMMENCEMENT
  This byelaw commenced on 1 January 1990.
AMENDMENTS
  This byelaw was amended by
    Corporate Members (Consequential Amendments) Byelaw (No. 20 of 1993)
    Corporate Members (Miscellaneous Amendments) Byelaw (No. 29 of 1993)
    Members’ Compensation Scheme (Amendment No. 3) Byelaw (No. 11 of 1996)
    Captive Corporate Members Byelaw (No. 19 of 1998)
    Amendment Byelaw (No. 9 of 2001).
EXPLANATORY NOTE
  (This note is not part of the byelaw.)
  This byelaw establishes the Members’ Compensation Scheme which makes provision for compensating members of the Society who have claims against insolvent underwriting agents in respect of loss caused by fraud or other dishonesty or failure to account for moneys or property received on their behalf.
  Applications for compensation under the scheme must be made to the Council within the time limit specified in paragraph 5.
  An award of compensation will be made in respect of the net unsatisfied liabilities of the agent in respect of the claim after taking account of the rights and remedies specified in paragraph 7.
  Before awarding compensation the Council may require applicants to pursue any available civil remedy against the underwriting agent concerned.
  The amount of compensation which can be awarded in relation to any underwriting agent is subject to a maximum limit of £50,000 per applicant. There is a maximum aggregate annual limit of £50,000,000 in respect of all applications under the scheme.
  The cost of the first third of the maximum aggregate amount of compensation payable under the scheme in any year is to be borne by underwriting agents in proportion to their respective allocated capacities. The remaining cost is to be borne by the members of the Society for the time being in proportion to their respective allocated capacities.
The Council of Lloyd’s in exercise of its powers under section 6(2) of, and paragraph (4) of Schedule 2 to, Lloyd’s Act 1982 by special resolution hereby makes the following byelaw.
Part A—Introductory
1. Establishment of Members’ Compensation Scheme
  The Council shall in accordance with the provisions of this byelaw maintain and administer a scheme, to be known as the “Members’ Compensation Scheme” (and in this byelaw referred to as “the scheme”), for compensating [[individual]] members of the Society [ [[…]] ] where underwriting agents are unable or are unlikely to be able to satisfy claims in respect of losses arising from fraud or other dishonesty on the part of those underwriting agents in connection with their business as underwriting agents or in respect of their failure to account for or render moneys or other property received by them in connection with such business.
NOTE
2. Interpretation
  The provisions of Schedule 1 to this byelaw (interpretation) shall have effect.
Part B—Eligibility
3. Eligibility for compensation
  (1) [An individual member] shall be entitled to compensation under the scheme if on an application by him in accordance with this byelaw the Council is satisfied:
	(a)	that the underwriting agent is liable to him in respect of:
	(i)	loss suffered by him as a result of any fraud or dishonesty on the part of the underwriting agent or any director or employee thereof, or partner therein, in connection with the business carried on by that underwriting agent; or
	(ii)	any failure to account for or render to him moneys or other property received by the underwriting agent in the course of such business; and
	(b)	that the underwriting agent is unable, or unlikely to be able, fully to meet that liability.
  (2) For the purposes of this byelaw a failure by a trustee or trustees of a premiums trust fund appointed by an underwriting agent to account for or render to a member moneys or other property received by them which would give rise to a liability of the underwriting agent to the member shall be treated as a failure by that underwriting agent to account for or render to that member moneys or other property received by that underwriting agent.
NOTE
4. Disqualification from eligibility
  No director or employee of, or partner in, an underwriting agent shall be entitled to compensation under the scheme who by his own negligent or wilful act or omission has:
	(a)	caused or contributed to any loss suffered by any member (including himself); or
	(b)	caused or contributed to any breach of fiduciary duty owed by the underwriting agent to any member (including himself),
by reason whereof, as the case may be, that underwriting agent is liable to him or to any other member and which has given rise to an application for compensation under the scheme.
Part C—Procedure for application
5. Time limit for applications
  (1) Subject to sub-paragraphs (3) and (4), an application for compensation shall be made as soon as possible after the applicant becomes aware of the [[…]] circumstances which may give rise to a liability in respect of which he may be entitled to compensation under the scheme.
  (2) Forthwith after the first application is made for compensation under the scheme [[…]], the Council shall, by such means as it may from time to time determine, notify the [[individual]] members of the Society [ [[…]] ] and their members’ agents thereof.
  (3) Subject to sub-paragraph (4), where the Council has in accordance with sub-paragraph (2) given notification of the first application for compensation [[…]] any other application shall be made within 6 months after the date of such notification to members’ agents.
NOTE
  (4) In a case of exceptional hardship the Council may extend the period within which an application for compensation shall be made by such further period and on such terms as it thinks fit.
6. Manner of application
  (1) An application for compensation under the scheme shall be made in writing to the Council.
  (2) Where an application is made in relation to a judgment in any civil proceedings or an award on any arbitration against an underwriting agent it shall be accompanied by a copy of that judgment or award.
  (3) Where an application is not made in relation to a judgment or award against the underwriting agent it shall be accompanied by such documents as will enable the Council to determine:
	(a)	whether the underwriting agent concerned owes to the applicant any such liability as is mentioned in paragraph 3;
	(b)	the amount of such liability; and
	(c)	whether the underwriting agent is or is likely to be unable to satisfy such liability.
  (4) An application shall, whether or not made in relation to a judgment or award against the underwriting agent, be accompanied by such documents as will enable the Council to take account of:
	(a)	the applicant’s rights in respect of the underwriting agent’s liabilities to him;
	(b)	any compromise of those liabilities;
	(c)	any security available to the applicant in relation to those liabilities;
	(d)	any right of set-off available to the applicant or the underwriting agent in respect of those liabilities;
	(e)	the applicant’s ability, if any, to recover in respect of the same loss or the same moneys or other property from any third party also liable in respect of them; and
	(f)	any other means whereby the applicant has, or has had, or might have, an opportunity of recovering in respect of the loss or moneys or other property including any means of so recovering from the underwriting agent.
  (5) The Council may require an applicant to furnish such further information or documents as the Council thinks fit.
Part D—Determination of application
7. Determination of application by Council
  (1) After receiving a written application and any documents required by paragraph 6 the Council shall determine the application, deciding whether the applicant is entitled to compensation under the scheme and for that purpose determining the net liability of the underwriting agent in respect of which the applicant is entitled to compensation (the “net liability”).
  (2) In determining the net liability the Council shall take into account:
	(a)	the applicant’s rights in respect of the underwriting agent’s liabilities to him;
	(b)	any compromise of those liabilities;
	(c)	any security available to the applicant in respect of those liabilities;
	(d)	any right of set-off available to the applicant or the underwriting agent in relation to those liabilities;
	(e)	the applicant’s ability, if any, to recover in respect of the same loss or the same moneys or other property from any third party also liable in respect of them; and
	(f)	any other means whereby the applicant has, or has had, or might have, an opportunity of recovering in respect of the loss or the moneys or other property including any means of so recovering from the underwriting agent.
  (3) Where an application is made in relation to a judgment or award against an underwriting agent in respect of any such liability as is mentioned in paragraph 3(1) the Council shall treat as a liability for the purposes of determining the net liability:
	(a)	the principal sum awarded in the judgment or award;
	(b)	any interest awarded thereon in relation to any period ending on or before the date of the judgment or award; and
	(c)	any costs awarded in relation thereto,
but not any interest accruing on such judgment or award in relation to any period after the date of judgment or award.
  (4) Where an application is not made in relation to a judgment or award against an underwriting agent the Council shall treat as a liability for the purposes of the scheme the principal sum which it is satisfied that a court or tribunal would have awarded if a judgment or award had been obtained.
  [(5) The Council may appoint any person or persons to administer or determine on its behalf any application for compensation made under the scheme and to exercise and perform such of the Council’s powers and duties under the scheme as it may delegate to that person or persons.]
NOTE
8. Pursuit of civil remedies prior to determination
  The Council may, before deciding whether an applicant is entitled to compensation under the scheme, require him to pursue any civil remedy which in the Council’s opinion is still available in respect of the loss to the applicant or the recovery of any moneys or other property received by the underwriting agent for his account.
9. Notice of determination
  After determining an application in accordance with paragraph 7 the Council shall forthwith give to the applicant and to the underwriting agent concerned written notice of the determination.
Part E—Quantum
10. Amount of compensation
  Where the Council decides that the applicant is entitled to compensation under the scheme the amount of compensation payable to him in relation to any underwriting agent shall, subject to paragraph 12, be as follows:
	(a)	where the net liability does not exceed £20,000, the entire amount of the net liability;
	(b)	where the net liability exceeds £20,000, but does not exceed £60,000, the first £20,000 and 75% of the balance of the net liability; and
	(c)	where the net liability exceeds £60,000, £50,000.
11. Payment of compensation
  (1) Subject to sub-paragraph (2), where the Council decides that an applicant is entitled to compensation under the scheme such compensation shall be paid as soon as possible after the end of the year during which the Council determines the application.
  (2) Where it appears to the Council that an applicant would otherwise suffer exceptional hardship compensation may be paid, wholly or in part, to the applicant at any time after the determination of the application (an “interim payment”).
  (3) Interest shall be paid on compensation to which an applicant is entitled under the scheme for the period beginning on the date on which the determination of the application is notified to the applicant and ending on 31st December next following, at a rate of 2% per annum below National Westminster Bank plc’s base rate from time to time.
12. Aggregate annual limit
  (1) The amount paid by way of compensation and interest thereon shall not exceed £50,000,000 in aggregate in relation to all applications for compensation under the scheme determined in a year.
  (2) Where the compensation and interest thereon to which members would but for this paragraph be entitled in respect of applications determined in a year exceed £50,000,000 in aggregate the compensation and interest payable to each such member shall be calculated in accordance with the following formula:
C = (a + b) × £50,000,000
(d + e)
where “C” is the adjusted compensation and interest payable to the member in accordance with this sub-paragraph, “a” is the compensation and “b” the interest which would be payable to that member under paragraphs 10 and 11 respectively but for this sub-paragraph, and “d” and “e” are the aggregate amounts of compensation and interest thereon respectively which would but for this sub-paragraph be payable to all such members.
Part F—Contributions
13. Entitlement to levy contributions or reimbursement
  (1) The Society shall in accordance with this paragraph levy contributions to the compensation and interest thereon payable in relation to the applications determined in each year, or, having paid such compensation and interest or any part thereof shall levy reimbursement in respect thereof.
  (2) Of the first £16,666,667 of the aggregate of compensation and interest payable, or of the sum reimbursed to the Society in respect thereof, one half of the aggregate compensation and interest payable, or of the sum reimbursed in respect thereof, shall be paid by managing agents and one half by members’ agents, such half shares respectively being borne by managing agents in proportion to their respective aggregate syndicate allocated capacities and by members’ agents in proportion to their respective aggregate allocated overall premium limits, in either case for the year of account corresponding to that year; and underwriting agents which are both managing agents and members’ agents shall bear proportions of each half share accordingly.
  (3) So far as the compensation and interest payable under the scheme in relation to applications determined in any year, or the sums to be reimbursed to the Society in respect thereof, exceed £16,666,667 in aggregate, such excess sum shall be paid by [[quasi-individual and individual]] members of the Society [[…]] who are underwriting members during that year in proportion to their respective allocated overall premium limits for that year.
NOTE
14. Collection of contributions or reimbursement
  (1) The Council shall as soon as is practicable in each year by written notice to every underwriting agent specify the sum required of that underwriting agent pursuant to paragraph 13(2) by way of contribution to or reimbursement for compensation and interest payable in relation to applications determined during the previous year, together with interest calculated in accordance with sub-paragraph (3) of this paragraph; and every underwriting agent shall within 14 days after the date of such notice pay to the Society the sum so specified.
  (2) Where in any year the aggregate of compensation and interest payable under the scheme in relation to applications determined during the previous year exceeds £16,666,667 the Council shall as soon as is practicable by written notice to every managing agent or substitute managing agent specify the sums required pursuant to paragraph 13(3) of each member of a syndicate managed by that agent, together with interest calculated in accordance with sub-paragraph (3) of this paragraph; and every such managing agent shall on behalf of each such member pay to the Society within 14 days after the date of such notice the sum so specified.
  (3) The Society shall be entitled to interest at National Westminster Bank plc’s base rate on any sum required by way of reimbursement pursuant to paragraph 13(2) or (3) in respect of the period beginning on the date on which the compensation and interest are paid to applicants and ending on the date of the notice given under sub-paragraph (1) or (2), as the case may be.
  (4) The Society shall be entitled to interest as from the date of the notice on any sum specified under sub-paragraph (1) or (2), or any part thereof, remaining unpaid after 14 days at a rate of 5% per annum above National Westminster Bank plc’s base rate.
Part G—Miscellaneous and supplementary
15. Recovery of payment made under paragraph 11(2)
  Where an interim payment has been made under paragraph 11(2) which was greater than the amount of compensation and interest to which the member concerned is entitled as adjusted in accordance with paragraph 12(2), the member shall be liable to repay to the Society on demand the amount by which the interim payment exceeded the amount so adjusted.
16. Rights of subrogation
  (1) Where compensation is paid to a member under the scheme the Society shall be subrogated, to the extent of the amount of such compensation and any interest paid thereon to the member, to any rights and remedies of that member in relation to the act or default in respect of which it is paid, and shall be entitled, upon giving him a sufficient indemnity against costs, to require him to sue in his own name but on behalf of the Society for the purpose of giving effect to the Society’s rights and to permit the Society to have the conduct of the proceedings.
  (2) The Council may require a member to whom compensation is paid under the scheme to sign an undertaking to prove or rank, if required, in the liquidation or bankruptcy (as the case may be) of the underwriting agent concerned, together with a further undertaking to comply with all proper requirements of the Council in exercise of subrogated rights under sub-paragraph (1).
  (3) Sums recovered by the Society under this paragraph shall be applied in reduction of the amount of contribution or reimbursement to be levied in relation to applications determined during the year in which such sums are so recovered; and any surplus sum after such application shall be so applied in the following year or years.
17. Annual report
  The Council shall report on the scheme each year in the Annual Report and Accounts of the Society.
18. Application
  This byelaw applies only in relation to liabilities in respect of acts or omissions occurring after 31st December 1989 on the part of underwriting agents, or on the part of directors or employees of, or partners in, underwriting agents, which have become insolvent after 31st December 1989.
19. Commencement
  This byelaw shall come into force on 1st January 1990.
Schedule. Interpretation
  1. In this byelaw, unless the context otherwise requires,
“allocated overall premium limit” means, in relation to a member, the sum of his member’s syndicate premium limits for the time being;
“aggregate allocated overall premium limit” means, in relation to a members’ agent, the sum of the member’s syndicate limits for the time being set out in syndicate lists agreed between the members’ agent and the members for whom it acts as members’ agent;
“aggregate syndicate allocated capacity” means, in relation to a managing agent, the sum of the syndicate allocated capacities for the time being of the syndicates managed by that managing agent;
“interim payment” has the meaning given in paragraph 11(2) of the byelaw;
“managing agent” means an underwriting agent which is listed as a managing agent on the register of underwriting agents maintained under the Underwriting Agents Byelaw (No. 4 of 1984, 101);
“member” means, as the case may require, a member of the Society [(other than a corporate member)] or his executors or administrators, trustees in bankruptcy, any receiver appointed on his behalf under the Mental Health Act 1983 or any person performing similar functions in any jurisdiction;
NOTE
“members’ agent” means, an underwriting agent which is listed as a members’ agent on the register of underwriting agents maintained under the Underwriting Agents Byelaw (No. 4 of 1984, 101);
“member’s syndicate premium limit” has the meaning given in [the Schedule to the Membership Byelaw (No. 17 of 1993, 111)];
NOTE
“net liability” has the meaning given in paragraph 7(1) of the byelaw;
“premiums trust fund” means a trust fund to which premiums received by or on behalf of a member in respect of his underwriting business are required to be transferred by section 83 of the Insurance Companies Act 1982;
“scheme” means the Members’ Compensation Scheme established by the byelaw;
[“syndicate” means an underwriting member or group of underwriting members of Lloyd’s underwriting insurance business at Lloyd’s through the agency of a Lloyd’s underwriting agent to which member or group a particular syndicate number is assigned by the Council;]
NOTE
“syndicate allocated capacity” has the meaning given in paragraph 1 of the Syndicate Premium Income Byelaw (No. 6 of 1984, 201);
“syndicate list” means, as the case may require, the syndicate schedule to any Standard Agency Agreement executed pursuant to the Agency Agreements Byelaw (No. 1 of 1985, 304) or a schedule containing the particulars referred to in the definition of “Syndicate List” in Schedule 1 to the Agency Agreements Byelaw (No. 8 of 1988, 310).
  [2. (1) For the purposes only of this byelaw except paragraph 13 “individual member” means—
	(a)	a member of the Society who is an individual;
	(b)	an individual who was at any time after 30 November 2001 but is no longer a member of the Society;
	(c)	a quasi-individual member;
	(d)	a person or a Scottish limited partnership which was at any time after 30 November 2001 but no longer is a quasi-individual member.]
NOTE
[20. Claims Relating to 1992 and Earlier Years of Account
  (1) Subject to sub-paragraphs (2) and (3), no member shall be eligible for compensation under the scheme in respect of any liability to the extent that such liability relates to the 1992 year of account or any earlier year of account, unless his application for compensation has been received by the Council before 4 April 1996; and, accordingly, no application for compensation under the scheme shall be made on or after that date.
  (2) Sub-paragraph (1) shall expire on 31 December 1996, or such sooner date as the Council may specify, if Equitas Reinsurance Limited has not before that date unconditionally reinsured members of Lloyd’s in respect of such liabilities allocated to 1992 or earlier years of account as the Council shall require under the Reconstruction and Renewal Byelaw (No. 22 of 1995, 519).
  (3) Sub-paragraph (1) does not apply to any dispute referred to the Members’ Compensation Scheme by means of an application for compensation received by the Council before 4 April 1996.]
NOTE

414. The Lloyd’s Arbitration Scheme (Members and Underwriting Agents Arbitration Scheme) Byelaw
No. 15 of 1992, 7 October 1992

COMMENCEMENT
  This byelaw commenced on 7 October 1992.
AMENDMENTS
  This byelaw was amended by
Lloyd’s Arbitration Scheme (Members and Underwriting Agents Arbitration Scheme) (Amendment) Byelaw (No. 10 of 1996)
Individual Registration Byelaw (No. 13 of 1996)
Intermediary Amendment Byelaw (No. 10 of 2000)
Annual Subscribers Byelaw (No. 15 of 2000)
Amendment Byelaw (No. 9 of 2001).
EXPLANATORY NOTE
  (This note is not part of the byelaw.)
  This byelaw requires the Council to establish two administered schemes, the Tier 1 and the Tier 2 schemes, for the arbitration of disputes between Names and/or underwriting agents. It also empowers the Council to make, by special resolution, Rules for each scheme. Rules for both schemes were made by the Council on 7th October 1992.
  The byelaw further provides for the appointment by the Council of a panel of arbitrators for each scheme. Members of the panel for the Tier 1 scheme must be lawyers qualified in England and Wales for not less than 5 years. The Tier 2 panel must include lawyers of not less than 10 years standing but may also have other persons as members. The Council is also required to appoint the Regulatory Board of Lloyd’s to administer the schemes.
  By virtue of the Agency Agreements (Amendment No. 3) Byelaw (No. 4 of 1992) made in April 1992, arbitrations under the standard agency agreements attached to the Agency Agreements Byelaw (No. 8 of 1988) must be conducted under the schemes established by this byelaw with effect from 1st January 1993.
  The Modified Arbitration Procedure Byelaw (No. 14 of 1987) is revoked with effect from 1st January 1993 although arbitrations already commenced before that date under the Modified Arbitration Procedure Rules will continue to be governed by those Rules. After 1st January 1993 a dispute which would have qualified for arbitration under the Modified Arbitration Procedure Rules must be brought under the Rules of the Tier 1 scheme.
The Council of Lloyd’s in exercise of its powers under section 6(2) of, and paragraphs (15), (24), (36) and (37) of Schedule 2 to, Lloyd’s Act 1982 by special resolution hereby makes the following byelaw.
1. The Members and Underwriting Agents Arbitration Scheme
  (1) The Council shall as part of a scheme to be known as the Lloyd’s Arbitration Scheme establish and maintain forms of arbitration called the Members and Underwriting Agents Tier 1 and Tier 2 Arbitration Schemes for the arbitration of certain disputes between members of the Society and/or their underwriting agents, and in certain circumstances other persons.
  (2) The Council may from time to time by special resolution make rules for the Members and Underwriting Agents Tier 1 and Tier 2 Arbitration Schemes, which shall be called the Tier 1 Arbitration Rules and the Tier 2 Arbitration Rules respectively.
  (3) Rules made pursuant to sub-paragraph (2) above may inter alia include provisions for determining to which of the Members and Underwriting Agents Tier 1 and Tier 2 Arbitration Schemes disputes shall be referred or transferred.
2. Appointment of Panels
  (1) The Council shall appoint individuals to be members of the Tier 1 and Tier 2 Arbitration Scheme Panels of Arbitrators in accordance with the provisions of this paragraph.
  (2) Individuals appointed to the Tier 1 Arbitration Scheme Panel of Arbitrators shall be or shall have been either practising barristers or solicitors of not less than five years standing in England and Wales or persons who hold or have held judicial office in England and Wales.
  (3) Individuals appointed to the Tier 2 Arbitration Scheme Panel of Arbitrators shall be or shall have been either practising barristers or solicitors of not less than ten years standing or persons who hold or have held judicial office or other suitable persons.
  (4) Each Arbitration Scheme Panel Member shall be appointed for such periods and on such terms as to remuneration, reimbursement of expenses and otherwise as the Council shall determine and any appointment may be renewed or terminated at any time at the discretion of the Council.
  (5) An individual who has ceased to be a member of the Tier 1 or the Tier 2 Arbitration Scheme Panel of Arbitrators may continue to act as an arbitrator in an arbitration which commenced before he ceased to be a member of the Arbitration Scheme Panel of Arbitrators.
3. Appointment of Administrator
  (1) The Council shall appoint the Regulatory Board of Lloyd’s to be the Administrator of the Tier 1 and Tier 2 Arbitration Schemes.
  (2) The Administrator may delegate any of its powers or duties to one or more individuals specified by it.
4. Commencement and application
  (1) This byelaw shall come into force on 7th October 1992.
  (2) The Modified Arbitration Procedure Byelaw (No. 14 of 1987) is revoked with effect from 1st January 1993.
  (3) Subject to sub-paragraph (4) below, the Modified Arbitration Procedure Rules are revoked with effect from 1st January 1993.
  (4) The Modified Arbitration Procedure Rules shall continue to apply to arbitrations in respect of which a request for arbitration under the Modified Arbitration Procedure Rules has been received by the Deputy Chairman and Chief Executive of the Society or the Head of Regulatory Services of the Society by 31st December 1992.
  (5) Subject to sub-paragraph (4) above, as from 1st January 1993 any reference in any agreement (whether made before on or after that date) to the Modified Arbitration Procedure shall be construed as a reference to the Members and Underwriting Agents Tier 1 Arbitration Scheme.
  (6) On and after 1st January 1993 any request for arbitration which could prior to that date have been made under the Modified Arbitration Procedure Rules shall be made under the Tier 1 Arbitration Rules.
  (7) Nothing in paragraph 22(a) of the Standard Agency Agreement in Schedule 1 to the Agency Agreements Byelaw (No. 1 of 1985, 304) shall prevent a dispute being arbitrated under the Members and Underwriting Agents Tier 1 Arbitration Scheme or in an appropriate case being transferred to Tier 2.
  (8) The Tier 1 or, as the case may be, Tier 2 Arbitration Rules applicable to any arbitration shall be the Rules as in force at the date on which the first relevant request for arbitration is received by the Administrator.
  (9) In this paragraph, “Modified Arbitration Procedure Rules” means any rules made under the Modified Arbitration Procedure Byelaw (No. 14 of 1987).
Tier 1 Arbitration Scheme Rules (1992)
Pursuant to its powers under paragraph 1 of the Lloyd’s Arbitration Scheme (Members and Underwriting Agents Arbitration Scheme) Byelaw (No. 15 of 1992, 414) the Council by special resolution hereby makes the following Tier 1 Arbitration Rules.
  These Rules shall apply to every application for arbitration under the Tier 1 Arbitration Scheme received on or after 1st January 1993 by the Administrator of the Tier 1 Arbitration Scheme (“the Administrator”) being a person or body appointed from time to time by the Council of Lloyd’s or a person authorised by the Council to make such appointment.
Introduction
  1(1) These Rules provide a method of resolving disputes arising between any member of the Society (“the member”, which expression shall where appropriate include assigns or personal representatives) as Claimant and his members’ agent or his managing agent or his coordinating agent or any substitute agent (“the agent”) where the sum (if any) claimed by the member does not exceed £100,000 or the claim is transferred from the Tier 2 Arbitration Scheme.
  1(2) The Arbitration Rules applicable to any arbitration shall be the Rules in force at the date on which the first relevant request for arbitration is received by the Administrator.
  [1(3) For the purposes of Rule 1(1) the expression “any member of the Society” shall be deemed to include—
	(a)	an individual who was at any time after 30 November 2001 but no longer is a member of the Society;
	(b)	a person or a Scottish limited partnership which was at any time after 30 November 2001 but no longer is a quasi-individual member.]
NOTE
  2. The member but not the agent shall have the right to seek a reference under the Tier 1 Arbitration Scheme as respects any dispute of the kind mentioned in Rule 1.
Procedure
Commencement
  3(1) Where the member wishes to commence an arbitration under these Rules he shall send to the Administrator a written request for arbitration under these Rules (“the Request”) which shall include:
	(a)	the names and addresses of the intended parties to the arbitration, which addresses shall be the addresses for the service of documents, unless a party notifies a different address to the Administrator and other parties;
	(b)	a statement setting out the amounts claimed (if any) and describing the nature of the claim or claims;
	(c)	if possible the name of a proposed sole arbitrator from the Tier 1 Arbitration Scheme Panel of Arbitrators (such panel being approved by the Council) (the “Tier 1 Panel”) agreed by all parties to the arbitration, provided that the member has ascertained from the proposed arbitrator that he is willing and able to conduct the reference without undue delay and has no prior material involvement with the parties or the dispute; and
	(d)	copies of all relevant documents in the possession of the member, except documents which do not have to be disclosed in legal proceedings.
  3(2) With the Request the member shall send to the Administrator a statement that to the best of his knowledge and belief the Society does not have any interest in the dispute and his claim does not involve any claim against the Society or, if the Society has an interest or the claim does involve any claim against the Society, a statement of the nature of such interest or claim.
  3(3) If it appears to the Administrator that the statement referred to in Rule 3(1)(b) is not sufficiently precise the Administrator shall require the member to provide a further statement or statements before the Administrator takes any further steps with regard to the Request; and “the Request” shall hereafter in these Rules be taken to include any further statement required under this Rule in addition to the statement referred to in Rule 3(1)(b).
  4. If any party contends that the Society has a material interest in the result of the dispute (in consequence of an allegation made by or against the Society or otherwise) the functions of the Administrator and any Council or Committee member of officer or employee of the Society under these Rules in relation to the dispute shall prior to the appointment of the Arbitrator be performed by the Chartered Institute of Arbitrators and after the appointment of the Arbitrator be performed under Rules 7(4), 25(1) or 25(2) by the Chartered Institute of Arbitrators and otherwise by the Arbitrator or as the Arbitrator shall direct. The Arbitrator may direct that the Society has no material interest and that the arbitration should proceed accordingly.
  5. The Administrator shall if satisfied that the Request accords with these Rules
	(1)	inform the member that the Request is accepted;
	(2)	inform the agent that the Request has been accepted and send to the agent a copy of it as soon as practicable;
	(3)	obtain a declaration from the agent, which the agent shall be obliged to give in the following terms within 5 working days of receipt of a copy of the Request:
	(a)	notifying any similar claims which have been made against the agent;
	(b)	undertaking to notify any further similar claims made against the agent prior to the issue of the Award;
	(4)	unless in exceptional circumstances the Administrator considers it in- appropriate to do so inform the parties of any other disputes known to the Administrator which might appropriately be determined in conjunction with the dispute between the parties.
  6(1) A member, upon submission by him of the Request, and the agent upon notification to him by the Administrator of the Request, shall be under a continuing obligation to preserve all documentation and other material which may be relevant to the Request and to keep confidential any information (including but not restricted to any document, report or award) received as a result of the arbitration and to which confidentiality attaches.
  6(2) The Administrator may disclose
	(a)	the existence of the arbitration to other members or agents involved with similar claims;
	(b)	the Award (and the reasons) to other arbitrators under the Lloyd’s Arbitration Scheme;
	(c)	a summary of the reasons for the Award in any manner deemed fit by the Administrator;
	(d)	such details as the Administrator deems appropriate in reports on this arbitration scheme made from time to time.
Appointment of Arbitrator
  7(1) Upon being advised by the Administrator that the Request has been accepted the parties shall (if they have not already done so) jointly appoint a sole arbitrator from the Tier 1 Panel. If the parties fail to agree on an arbitrator within 15 working days of the receipt of the notification of such acceptance they shall so inform the Administrator and the Administrator shall appoint the arbitrator from the Panel and notify the parties accordingly.

  7(2) On or before the appointment of the Arbitrator the Administrator shall obtain the Arbitrator’s or proposed Arbitrator’s confirmation that he is ready willing and able to conduct the reference without undue delay and has no prior material involvement with the parties or the dispute.
  7(3) As soon as possible after the appointment of the Arbitrator the Administrator shall inform the Arbitrator of any other relevant disputes or awards of which the Administrator is or becomes aware.
  7(4) The Arbitrator will normally be appointed in accordance with the terms of appointment contained in the Schedule to these Rules, but the Administrator shall be entitled to vary these terms as the Administrator considers appropriate in any particular case.
Preliminary consideration and hearings
  8. The Arbitrator shall consider the Request and accompanying documents as soon as possible and shall when appropriate (as often as appropriate and before or after receipt of the Response referred to in Rule 10(1))indicate to the parties:
  (1) if he considers that the arbitration relates to more than one dispute (including any dispute in respect of a counterclaim by the agent) between the same or different parties and that it ought to be considered whether or not all of the disputes can or ought to be determined in the arbitration;
  (2) if it appears to him that transfer of the claim to Tier 2 should be considered, and if so why, having regard to
	(a)	the amount at stake;
	(b)	whether the dispute is otherwise important and, in particular, whether it raises questions of importance to persons who are not parties or a question of general interest, on the basis of information provided by the Administrator;
	(c)	the complexity of the dispute;
	(d)	the existence of related disputes including any counterclaim;
	(e)	any expressed wishes of the parties;
	(f)	the type of agent involved in the dispute;
	(g)	any other matters which the Arbitrator considers relevant;
  (3) if he considers that any other dispute might appropriately be determined in conjunction with the dispute between the parties;
  (4) what further documents should be produced by whom and when;
  (5) what clarification is required from whom and when.
  9(1) If it appears to the Arbitrator that consideration should be given to the matters referred to in Rule 8(1) to (3) above, he shall immediately convene a hearing for the purpose of determining whether:
	(a)	one or more of several disputes should not be determined in the arbitration;
	(b)	any claim should be transferred to Tier 2;
	(c)	with the agreement of any other arbitrator concerned the claim should be determined together with other appropriate claims between the same or different parties and if so establishing the procedure for such determination.
  9(2) If there is a counterclaim for more than £100,000 the arbitration shall not be transferred for that reason to Tier 2 without the agreement of the member, but if the member does not agree to transfer to Tier 2, the Arbitrator may if appropriate make an award in favour of the agent in excess of £100,000.
  9(3) Unless the Arbitrator determines otherwise, hearings shall take place in English in London.
Response and Reply
  10(1) The agent may within 20 working days after the date of receipt by him from the Administrator of the Request send to the Administrator a written Response to the Request and if appropriate to any indication from the Arbitrator under Rule 8 (“the Response”) accompanied by any relevant documents in the possession of the agent not sent with the Request, except documents which do not have to be disclosed in legal proceedings. If he does so he shall send copies to the member and to the Arbitrator. The Response shall further state the names of any further parties against whom the agent wishes to pursue a related claim who have agreed that such claim shall be determined in the arbitration and set out the nature of such claim.
  10(2) The agent may in the Response make a counterclaim against the member.
  10(3) Subject to Rule 19, if the agent does not send a Response within the time prescribed in Rule 10(1) he will be deemed to have waived the right to do so and the Arbitrator shall proceed accordingly.
  10(4) Upon receipt of the Response, the member may within 15 working days after the date of receipt make further comments (“the Reply”) which shall be limited to points arising from the Response or any indications from the Arbitrator under Rule 8. If he does so he shall send copies to the Administrator, the agent and to the Arbitrator.
Further consideration and hearings
  11(1) Unless the Arbitrator considers it to be unnecessary and even in such case if all the parties so request, the Arbitrator shall as soon as appropriate after receipt of the Reply or expiry of the time for Response or Reply request the Administrator to arrange a hearing at or following which the Arbitrator may:
	(a)	decide upon any claim or counterclaim or some of the issues arising; 
	(b)	formulate any issues of fact to be investigated under Rule 13; 
	(c)	determine whether any further written comments are appropriate from whom and by when; 
	(d)	otherwise decide how the reference should proceed.
  11(2) If the Arbitrator considers it appropriate the Arbitrator may exercise the powers under this Rule without a hearing, except (if the agent has served a Response) that in paragraph 11(1)(a).
  12(1) Subject to any agreement to the contrary between all parties, the Arbitrator shall not be bound by any formal rule of evidence or procedure and shall endeavour to decide the claim or any individual issue on the documents before him, including any factual report, at any appropriate time.
  12(2) The Arbitrator may, if he considers it appropriate, or if all parties so request, hear the evidence of any witness which any party may wish to call. The Arbitrator may also require before a hearing the exchange of witnesses’ statements and of experts’ reports on terms determined by the Arbitrator. In the event of a party being allowed to call a witness, the other party shall be notified by the Arbitrator accordingly and shall have the right to attend, examine the witness and comment on the evidence given.
  12(3) If it appears to the Arbitrator that any member, officer, or employee of the Society, [[…]], any underwriting agent, any director, partner or employee of a Lloyd’s broker or an underwriting agent, any annual subscriber [[[or]]] [, any registered individual], [[[…]]] has or may have knowledge or information relevant to any claim, or has or may have in his or its possession, custody, power or control documents or other material relevant thereto (including information, documents or other material relating to the affairs of principals and clients of Lloyd’s brokers, underwriting agents or other persons), the Arbitrator may require him or it (in the case of a Lloyd’s broker or an underwriting agent, by a director, partner or officer thereof) to attend before the Arbitrator to give oral evidence, to answer questions, to produce or make available such documents or other material and to permit copies thereof to be made. In the event of such request to attend all parties shall be notified by the Arbitrator accordingly and shall have the right to attend and comment on the evidence given or documents produced.
  12(4) The Arbitrator may if he considers it necessary obtain the opinion of an expert, who shall if appropriate be an employee of the Society, on any question arising in the arbitration.
  12(5) The Arbitrator shall at the earliest possible stage of the arbitration consider relevant awards already issued, but shall not rely on any award without previously communicating the substance of any part of the award relied on to the parties, or in exceptional circumstances without informing the parties why it is inappropriate to do so in order to preserve confidentiality or otherwise.
NOTE
Factual report
  13. Unless the Arbitrator decides that it is unnecessary, employees of the Society and any professional advisers or experts employed by them (“the staff”) shall, as soon as possible following a request from the Arbitrator to the Administrator, prepare a draft report setting out the facts relevant to the issues in dispute as determined by the Arbitrator. For this purpose the parties shall render the staff all assistance and facilities for the preparation of the report including making available such documentation or other material (except documents which do not have to be disclosed in legal proceedings) as the staff shall request and giving the staff reasonable opportunity to interview any witnesses upon whom any party wishes to rely.
  14. The staff may apply to the Arbitrator for guidance at any time. Any guidance given shall (unless the Arbitrator in exceptional circumstances indicates otherwise) be noted in the appropriate report.
  15. Upon receipt from the staff of the draft report referred to in Rule 15, the Administrator shall send copies to the Arbitrator and to the parties. The parties may comment thereon within 15 working days after the date of receipt (or, in the case of a member principally resident outside the United Kingdom, such longer period as the Arbitrator shall in his discretion think fit). The Administrator shall send a copy of any comments received under this Rule to the Arbitrator and any other party.
  16. After the expiry of the period referred to in Rule 15 the staff shall prepare a final report which when completed they shall send to the Administrator and the Administrator shall forward a copy to the Arbitrator and the parties. Any findings of fact made by the staff in the final report shall be prima facie evidence of the facts so found. Where a finding of fact is made by the staff on a material matter in dispute between the parties the report shall set down in full the arguments of all parties on that matter and the reason or reasons for the finding. Where the staff are unable to make a finding of fact on a material matter this shall be stated in the report.
  17. Within 10 working days after receiving the final report referred to in Rule 16 the parties shall submit any comments thereon or on the future course of the arbitration to the Arbitrator, who shall as soon as possible after such period proceed with the arbitration as determined under Rule 11(1) or if no determination has been made, as he deems appropriate.
  18. The Arbitrator may request the Administrator to direct the staff to prepare a supplemental report setting out on the basis referred to in Rules 13 to 17 further facts relevant to the issues in dispute. The Administrator shall send copies of any such supplemental report to the parties. The parties shall have a period of 10 working days from the date of receipt of the supplemental report in which to make comments thereon. On expiry of that period the Administrator shall send the supplemental report and any comments made by the parties to the Arbitrator.
Discretion of the Arbitrator
  19. Subject to any procedural matters agreed by the parties or contained in these Rules, the Arbitrator shall have the widest discretion allowed by law to ensure the just, expeditious, economical and final determination of the dispute and to determine the procedure of the Arbitration as he deems fit including
	(1)	to convene a hearing whenever he deems it appropriate;
	(2)	in appropriate circumstances to extend any time limit under these Rules;
	(3)	to adjourn the arbitration at the request of any party or of his own motion.
Legal Representation
  20(1) If the claim is for £50,000 or less, no legally qualified representative shall attend any hearing unless either
	(a)	the member gives notice to the contrary not less than 3 working days prior to the hearing, which notice shall apply to any subsequent hearing or
	(b)	the Arbitrator decides otherwise.
  20(2) If the agent wishes to be represented by a person having any legal qualification, the agent shall give notice of the name of the person and the nature of the qualification not less than 3 working days prior to the hearing, which notice shall apply to any subsequent hearing. The Arbitrator shall decide as soon as possible whether to allow such representation and on what conditions.
  Otherwise nothing in these Rules shall prevent either party from having legal representation.
Award
  21(1) The Arbitrator shall as soon as reasonably possible make and sign the Award in England and send the Award to the parties and to the Administrator and he shall set out the reasons for his decision in his Award, together with a summary of such reasons for possible publication.
  21(2) Within 10 working days of receiving an Award, unless another period of time has been agreed upon by the parties, a party may by notice to the Arbitrator request the Arbitrator to correct in the Award any errors in computation, any clerical or typographical errors or any errors of a similar nature. If the Arbitrator considers the request to be justified, he shall make the corrections in England within 10 working days of receiving the request. Any correction shall be notified in writing to the parties and shall become part of the Award.
  21(3) The Arbitrator may correct any error of the type referred to in Rule 21(2) on his own initiative in England within 10 working days of the date of the Award. Any such correction shall be notified in writing to the parties and shall become part of the Award.
  21(4) The Award shall be final and binding on all parties.
Costs and Security
  22(1) Save in the circumstances set out in paragraph 2 of this Rule each party shall bear his own costs, and the Arbitrator’s fees and expenses and all other costs and expenses shall be borne by the Society as part of the administrative expenses of the procedure.
  22(2) If the Arbitrator considers one party to have acted unreasonably either in bringing the claim or in defending the same or in making or defending a counterclaim or in conducting the proceedings he may direct that such party bear a part or all of the costs of the other or a part or all of the Arbitrator’s fees and expenses or any other costs or expenses or make one or several interim or final payments on account of the costs of the arbitration or provide security by way of deposit or bank guarantee or in any other manner the Arbitrator thinks fit for the legal or other costs of any other party or for all or part of any amount in dispute in the arbitration or for any interest or costs.
  22(3) If an order under Rule 22(2) is not complied with, the Arbitrator may disregard claims or counterclaims or defences of the non-complying party, although he may proceed to determine upon claims or counterclaims or defences of complying parties.
  22(4) By agreeing to arbitration under these Rules the parties shall be taken to have agreed to apply only to the Arbitrator, and not to any court of law or other judicial authority for an order under Rule 22(2).
Interest
  23. The Arbitrator has the discretion to award interest on any sum which is the subject of the reference but which is paid before the Award and on any sum he awards at such rate and for such period as he thinks fit.
Delegation
  24. The Administrator may delegate any of the Administrator’s powers or duties under these Rules.
Vacancy
  25(1) If the Arbitrator should die, resign, withdraw, be disqualified or otherwise be unable or unwilling to act, the Administrator shall immediately notify the parties who shall thereupon jointly appoint a replacement Arbitrator from the Panel. If the parties cannot agree upon such replacement within 10 working days of the receipt of the notification of the vacancy from the Administrator, they shall so inform the Administrator and the Administrator shall appoint an arbitrator from the Panel and notify the parties accordingly.
  25(2) If the Arbitrator or any of the parties notifies the Administrator that, due to other commitments of the Arbitrator or otherwise, the Arbitrator is not able to proceed with the arbitration with reasonable expedition, the Administrator shall consult with the parties, if appropriate at a meeting convened for the purpose, and shall endeavour to agree with the parties what action, if any, should be taken. If the parties and the Administrator cannot agree as to what if any action should be taken, the Administrator shall decide what if any action is to be taken. The Administrator shall not at any time inform the Arbitrator that an application under this Rule has been made by a party. Rule 25(1) shall apply if it is decided that the Arbitrator should be replaced.
Governing Law
  26. The arbitration shall be conducted and these Rules shall be governed by and construed in accordance with the laws of England, including the Arbitration Acts 1950 to 1979.
Limitation of actions
  27. For the purposes of any limitation period the action shall be deemed to have been brought when the Request is sent to the Administrator pursuant to Rule 3.
[5. Disputes Relating to 1992 and Earlier Years of Account
  (1) Subject to sub-paragraph (2) and (3), no dispute shall, to the extent that it relates to the 1992 years of account or any earlier year of account, be referable to arbitration under the Tier 1 or Tier 2 Arbitration Schemes after 3 April 1996; and, accordingly, no request for arbitration under either scheme shall be made after that date.
  (2) Sub-paragraph (1) shall expire on 31 December 1996, or such sooner date as the Council may specify, if Equitas Reinsurance Limited has not before that date unconditionally reinsured members of Lloyd’s in respect of such liabilities allocated to 1992 or earlier years of account as the Council shall require under the Reconstruction and Renewal Byelaw (No. 22 of 1995, 519).
  (3) Sub-paragraph (1) does not apply to any dispute referred to arbitration under the Tier 1 Arbitration Scheme or the Tier 2 Arbitration Scheme by means of a request received by the Administrator before 4 April 1996.]
NOTE
Schedule 1
Terms of Appointment of Tier 1 Arbitrator
  1. The Arbitrator understands that the purpose of the Tier 1 Arbitration Scheme is to determine disputes as quickly and economically as possible, and undertakes to conduct and conclude the arbitration in accordance with the Rules with this purpose in mind.
  2. The Arbitrator undertakes to inform the Administrator and the parties if due to circumstances beyond his control or otherwise other commitments of the Arbitrator appear likely to cause substantial delay to the progress of the arbitration at any time, in which case Rule 25 may be applied.

  3. The Arbitrator undertakes that if any papers or written submissions are submitted to him a reasonable time prior to any hearing, he will consider such documents prior to the hearing.
  4. Fees and expenses as agreed between the Arbitrator and Lloyd’s from time to time will be paid to the Arbitrator by Lloyd’s.
Tier 2 Arbitration Scheme Rules (1992)
Pursuant to its powers under paragraph 1 of the Lloyd’s Arbitration Scheme (Members and Underwriting Agents Arbitration Scheme) Byelaw (No. 15 of 1992, 414) the Council by special resolution hereby makes the following Tier 2 Arbitration Rules.
  These Rules shall apply to every application for arbitration under the Tier 2 Arbitration Scheme received on or after 1st January 1993 by the Administrator of the Tier 2 Arbitration Scheme (“the Administrator”) being a person or body appointed from time to time by the Council of Lloyd’s or a person authorised by the Council to make such appointment.
Introduction
  1(1) These Rules provide a method of resolving disputes arising between any member or members of the Society (“the member” which expression shall where appropriate include assigns or personal representatives) and/or a members’ agent or managing agent or coordinating agent or any substitute agent (“the agent”) or any of them where the claim is made by the agent or the sum claimed by the member exceeds £100,000 or the dispute is transferred from the Tier 1 Arbitration Scheme or does not fall within the Tier 1 Arbitration Scheme.
  1(2) The Arbitration Rules applicable to any arbitration shall be the Rules in force at the date on which the first relevant request for arbitration is received by the Administrator.
  [1(3) For the purposes of Rule 1(1) the expression “any member of the Society” shall be deemed to include—
	(a)	an individual who was at any time after 30 November 2001 but no longer is a member of the Society;
	(b)	a person or a Scottish limited partnership which was at any time after 30 November 2001 but no longer is a quasi-individual member.]
NOTE
  2. The member or the agent shall have the right to seek a reference under the Tier 2 Arbitration Scheme as respects any dispute of the kind mentioned in Rule 1.
Procedure
Commencement
  3(1) Where the member or the agent (“the Claimant” which expression shall where appropriate include all claimants) wishes to commence an arbitration under these Rules he shall send to the Administrator a written request for arbitration under these Rules (“the Request”) which shall include:
	(a)	the names and addresses of the Claimant and other intended parties to the arbitration (“the Respondents”), which addresses shall be the addresses for the service of documents, unless a party notifies a different address to the Administrator and other parties;
	(b)	a Statement of Case setting out the facts and the relief claimed in sufficient detail and a brief outline of any contentions of law on which he relies;
	(c)	(i)the name of a proposed arbitrator resident in the European Community agreed by all Claimants; or
		(ii)a proposed sole arbitrator resident in the European Community agreed by all parties to the arbitration, being on the Tier 2 Arbitration Scheme Panel of Arbitrators (the “Tier 2 Panel”) (such panel being approved by the Council) and a Judge or retired Judge appointed to sit in England or Wales or a barrister or solicitor qualified in England, provided in either case that the Claimant has ascertained from the proposed arbitrator that he is ready willing and able to conduct the reference without undue delay and has no prior material involvement with the parties or the dispute; or
		(iii)a statement that all parties to the arbitration have agreed that there should be a sole arbitrator;
	(d)	copies of all relevant documents in the possession of the Claimant, except documents which do not have to be disclosed in legal proceedings.
  3(2) With the Request the member shall send to the Administrator a statement that to the best of his knowledge and belief the Society does not have any interest in the dispute and his claim does not involve any claim against the Society or, if the Society has an interest or the claim does involve any claim against the Society, a statement of the nature of such interest or claim.
  3(3) If it appears to the Administrator that the Statement referred to in Rule 3(1)(b) is not sufficiently precise the Administrator shall require the Claimant to provide a further statement or statements before the Administrator takes any further steps with regard to the Request; and “the Request” shall thereafter in these Rules be taken to include any further Statement required under this Rule in addition to the statement referred to in Rule 3(1)(b).
  4. If any party contends that the Society has a material interest in the result of the dispute (in consequence of an allegation made by or against the Society or otherwise) the functions of the Administrator and any Council or Committee member or officer or employee of the Society under these Rules in relation to the dispute shall prior to the appointment of the Arbitrators be performed by the Chartered Institute of Arbitrators and after the appointment of the Arbitrators be performed under Rules 7(8), 26(1) or 26(2) by the Chartered Institute of Arbitrators and otherwise by the Arbitrators or as the Arbitrators shall direct. The Arbitrators may direct that the Society has no material interest and that the arbitration should proceed accordingly.
  5. The Administrator shall if satisfied that the Request accords with these Rules
	(1)	inform the Claimant that the Request is accepted;
	(2)	inform all Respondents that the Request has been accepted and send to all Respondents a copy of it as soon as practicable;
	(3)	obtain a declaration from all Respondents, which all Respondents shall be obliged to give in the following terms within 5 working days of receipt of a copy of the Request:
	(a)	notifying any similar claims which have been made against any of them;
	(b)	undertaking to notify any further similar claims made against them prior to the issue of the Award;
	(4)	unless in exceptional circumstances the Administrator considers it inappropriate to do so inform the parties of any other disputes known to the Administrator which might appropriately be determined in conjunction with the dispute between the parties.
  6(1) A Claimant, upon submission by him of the Request, and a Respondent upon notification to him by the Administrator of the Request, shall be under a continuing obligation to preserve all documentation and other material which may be relevant to the Request and to keep confidential any information (including but not restricted to any document, report or award) received as a result of the arbitration and to which confidentiality attaches.
  6(2) The Administrator may disclose
	(a)	the existence of the arbitration to other members or agents involved with similar claims;

	(b)	the Award (and the reasons) to other arbitrators under the Lloyd’s Arbitration Scheme; 
	(c)	a summary of the reasons for the Award in any manner deemed fit by the Administrator; 
	(d)	such details as the Administrator deems appropriate in reports on this arbitration scheme made from time to time.
Appointment of Arbitrators
  7(1) Upon being notified by the Administrator that the Request has been accepted the parties may within 5 working days (if they have not already done so for Tier 2) jointly appoint a sole arbitrator resident in the European Community (being a Judge or retired Judge appointed to sit in England or Wales, or a barrister or solicitor qualified in England) on the Tier 2 panel or jointly invite the Administrator to do so.
  7(2) Unless a sole arbitrator is appointed, the Respondents may together within 10 working days of the notification referred to in Rule 7(1) appoint one arbitrator resident in the European Community or request the Administrator to do so. If the Respondents do not appoint or request the appointment of an arbitrator within such period, the Arbitrator appointed by the Claimant shall be sole Arbitrator if a Judge or retired Judge appointed to sit in England or Wales, or a barrister or solicitor qualified in England, on the Tier 2 panel. If not, the Claimant shall be entitled to remove such Arbitrator and appoint as sole Arbitrator a Judge or retired Judge appointed to sit in England or Wales, or a barrister or solicitor qualified in England, on the Tier 2 panel and resident in the European Community.
  7(3) If two Arbitrators are appointed, the Arbitrators thus appointed shall within 10 working days of the appointment by the Respondents appoint a Judge or retired Judge appointed to sit in England or Wales, or a barrister or solicitor qualified in England (who shall be resident in the European Community and on the Tier 2 panel or the Tier 1 arbitrator already appointed) as third arbitrator and Chairman.
  7(4) If the arbitrators fail to agree on a Chairman within such period of 10 working days they shall so inform the Administrator and the Administrator shall appoint a Judge or retired Judge appointed to sit in England or Wales, or a barrister or solicitor qualified in England (who shall be resident in the European Community and on the Tier 2 panel or the Tier 1 arbitrator already appointed) as third arbitrator and Chairman and shall so notify the parties accordingly.
  7(5) No-one shall be appointed as arbitrator unless resident in the European Community and the proposed arbitrator has confirmed that he is already willing and able to conduct the reference without undue delay and has no prior material involvement with the parties or the dispute.
  7(6) On or before the appointment of the Arbitrators the Administrator shall obtain the Arbitrators’ or proposed Arbitrators’ confirmation that they are ready willing and able to conduct the reference without undue delay and have no prior material involvement with the parties or the dispute.
  7(7) As soon as possible after the appointment of the Arbitrators the Administrator shall inform the Arbitrators of any other relevant disputes or Awards of which the Administrator is or becomes aware.
  7(8) The Arbitrators should normally be appointed in accordance with the terms of appointment contained in the Schedule to these Rules, but the parties shall be entitled to vary these terms as they consider appropriate in any particular case.
Preliminary consideration and hearings
  8. The Arbitrators shall consider the Request and accompanying documents as soon as possible and shall when appropriate (as often as appropriate and before or after receipt of the Statement of Defence referred to in Rule 10(1)) indicate to the parties:
	(1)	if they consider that the arbitration relates or might relate to more than one dispute (including any dispute between any of the Respondents and any other party) between the same or different parties and that it ought to be considered whether or not all of the disputes ought to be determined in the arbitration; 
	(2)	if it appears to them that transfer of the claim to Tier 1 should be considered, and if so why, having regard to
	(a)	the amount at stake; 
	(b)	whether the dispute is otherwise important and, in particular, whether it raises questions of importance to persons who are not parties or a question of general interest, on the basis of information provided by the Administrator; 
	(c)	the complexity of the dispute; 
	(d)	the existence of related disputes; 
	(e)	any expressed wishes of the parties; 
	(f)	the type of agent involved in the dispute; 
	(g)	any other matters which the Arbitrators consider relevant.
	(3)	if they consider that any other dispute might appropriately be determined in conjunction with the dispute between the parties; 
	(4)	what further documents should be produced by whom and when; 
	(5)	what clarification is required from whom and when.
  9(1) If it appears to the Arbitrators that consideration should be given to the matters referred to in Rule 8(1) and 8(3) above, they shall immediately convene a hearing for the purpose of determining whether:
	(a)	one or more of several disputes should not be determined in the arbitration;
	(b)	any claim should be transferred to Tier 1; 
	(c)	with the agreement of any other arbitrator concerned the claim should be determined together with other appropriate claims between the same or different parties and if so establishing the procedure for such determination.
  9(2) Unless the Arbitrators determine otherwise, hearings shall take place in English in London.
Statement of Defence and Reply
  10(1) A Respondent may within 30 working days after the date of receipt by him of the Request from the Administrator send to the Arbitrators and the Claimant a Statement of Defence stating in sufficient detail which of the facts and claims and in outline which of the contentions of law in the Statement of Case he admits or denies, on what grounds, and on what other facts and (in outline) contentions of law he relies and if appropriate commenting on any indication from the Arbitrators under Rule 8. Any Counterclaim shall be submitted with the Statement of Defence setting out in sufficient detail the facts and the relief claimed and a brief outline of any contentions of law on which the Respondent relies. The Statement of Defence shall further state the names of any further parties against whom the Respondent wishes to pursue a related claim who have agreed that such claim shall be determined in the arbitration and set out the nature of such claim.
  10(2) Subject to Rule 19(1), if the Respondent does not send a Statement of Defence within the time prescribed in Rule 10(1) he will be deemed to have waived the right to do so and the Arbitrators shall proceed accordingly.
  10(3) Within 20 working days of receipt of the Statement of Defence, the Claimant may send to the Arbitrators and the Respondent a Statement of Reply which, where there is a Counterclaim that the Claimant wishes to defend, shall include a Defence to the Counterclaim.
  10(4) If the Statement of Reply contains a Defence to Counterclaim, the Respondent may within a further 15 working days send to the Arbitrators and to the Claimant a Statement of Reply to the Defence to Counterclaim.
  10(5) All Statements referred to in these Rules shall be accompanied by copies (or, if they are especially voluminous, lists) of all relevant documents in the possession of the party concerned and which have not previously been submitted by any party, except documents which do not have to be disclosed in legal proceedings.
  10(6) Copies of all Statements referred to in these Rules shall be sent to the Administrator.
Further consideration and hearings
  11(1) Unless the Arbitrators consider it to be unnecessary and even in such case if all of the parties so request, the Arbitrators shall as soon as appropriate after receipt of the last pleading under Rule 10 or expiry of the time for any further pleading request the Administrator to arrange a hearing at or following which the Arbitrators may:
	(a)	decide upon any claim or counterclaim or some of the issues arising; 
	(b)	decide whether any issues of fact should be investigated under Rule 13, and if so formulate them; 
	(c)	determine whether any further written comments are appropriate from whom and by when; 
	(d)	otherwise decide how the reference should proceed.
  11(2) If the Arbitrators consider it appropriate they may exercise the powers in this Rule without a hearing, except (if a Statement of Defence has been served) that in paragraph 11(1)(a).
  12(1) Subject to any agreement to the contrary between all parties, the Arbitrators shall not be bound by any formal rule of evidence or procedure and shall endeavour to decide the claim or any individual issue on the documents before them, including any factual report, at any appropriate time.
  12(2) The Arbitrators may, if they consider it appropriate, or if all parties so request, hear the evidence of any witness which any party may wish to call. The Arbitrators may also require before a hearing the exchange of witnesses’ statements and of experts’ reports on terms determined by the Arbitrator. In the event of a party being allowed to call a witness, the other party shall be notified by the Arbitrators accordingly and shall have the right to attend, examine the witness and comment on the evidence given.
  12(3) If it appears to the Arbitrators that any member, officer, or employee of the Society, […], any underwriting agent, any director, partner or employee of a Lloyd’s broker or an underwriting agent, [[or]] any annual subscriber, [[…]] has or may have knowledge or information relevant to any claim, or has or may have in his or its possession, custody, power or control documents or other material relevant thereto (including information, documents or other material relating to the affairs of principals and clients of Lloyd’s brokers, underwriting agents or other persons), the Arbitrators may require him or it (in the case of a Lloyd’s broker or an underwriting agent, by a director, partner or officer thereof) to attend before the Arbitrators to give oral evidence, to answer questions, to produce or make available such documents or other material and to permit copies thereof to be made. In the event of such request to attend all parties shall be notified by the Arbitrators accordingly and shall have the right to attend and comment on the evidence given or documents produced.
NOTE
  12(4) The Arbitrators may if they consider it necessary obtain the opinion of an expert, who shall if appropriate be an employee of the Society, on any question arising in the arbitration.
  12(5) The Arbitrators shall at the earliest possible stage of the arbitration consider relevant awards already issued, but shall not rely on any award without previously communicating the substance of any part of the award relied on to the parties, or in exceptional circumstances without informing the parties why it is inappropriate to do so in order to preserve confidentiality or otherwise.
Factual report
  13. If the Arbitrators decide that the preparation of a factual report would contribute to the fair, expeditious and economical resolution of any dispute, employees of the Society and any professional advisers or experts employed by them (“the staff”) shall, as soon as possible following a request from the Arbitrators to the Administrator, prepare a draft report setting out the facts relevant to the issues in dispute as determined by the Arbitrators. For this purpose the parties shall render that staff all assistance and facilities for the preparation of the report including making available such documentation or other material (except documents which do not have to be disclosed in legal proceedings) as the staff shall request and giving the staff reasonable opportunity to interview any witnesses upon whom any party wishes to rely. All parties shall be jointly and severally liable to pay to the Society the reasonable charges of the Society for the preparation of the report including all expenses incurred.
  14. The staff may apply to the Arbitrators for guidance at any time. Any guidance given shall (unless the Arbitrators in exceptional circumstances indicate otherwise) be noted in the appropriate report.
  15. Upon receipt from the staff of the draft report referred to in Rule 13, the Administrator shall send copies to the Arbitrators and to the parties. The parties may comment thereon within 15 working days after the date of receipt (or, in the case of a member principally resident outside the United Kingdom, such longer period as the Arbitrators shall in their discretion think fit). The Administrator shall send a copy of any comments received under this Rule to the Arbitrators and any other party.
  16. After the expiry of the period referred to in Rule 15, the staff shall prepare a final report which when completed they shall send to the Administrator and the Administrator shall forward a copy to the Arbitrators and the parties. Any findings of fact made by the staff in the final report shall be prima facie evidence of the facts so found. Where a finding of fact is made by the staff on a material matter in dispute between the parties the report shall set down in full the arguments of all parties on that matter and the reason or reasons for the finding. Where the staff are unable to make a finding of fact on a material matter this shall be stated in the report.
  17. Within 10 working days after receiving the final report referred to in Rule 16 the parties shall submit any comments thereon or on the future course of the arbitration to the Arbitrators, who shall as soon as possible after such period proceed with the arbitration as determined under Rule 11(1) or if no determination has been made, as they deem appropriate.
  18. The Arbitrators may request the Administrator to direct the staff to prepare a supplemental report setting out on the basis referred to in Rules 13 to 17 further facts relevant to the issues in dispute. The Administrator shall send copies of any such supplemental report to the parties. The parties shall have a period of 10 working days from the date of receipt of the supplemental report in which to make comments thereon. On expiry of that period the Administrator shall send the supplemental report and any comments made by the parties to the Arbitrators.
Discretion of the Arbitrators
  19(1) Subject to any procedural matters agreed by the parties or contained in these Rules, the Arbitrators shall have the widest discretion allowed by law to ensure the just, expeditious, economical and final determination of the dispute and to determine the procedure of the Arbitration as they deem fit including
	(a)	to convene a hearing whenever they deem it appropriate; 
	(b)	in appropriate circumstances to extend any time limit under these Rules; 
	(c)	to adjourn the arbitration at the request of any party or of their own motion.
  19(2) In the case of a three-member tribunal, the Chairman of the Arbitrators may make procedural rulings alone.
Legal Representation
  20. Nothing in these Rules shall prevent any party from having legal representation.
Award
  21(1) The Arbitrators shall as soon as reasonably possible make and sign the Award in England and send their Award to the parties and to the Administrator and they shall set out the reasons for their decision in their Award, together with a summary of such reasons for possible publication.
  21(2) Within 10 working days of receiving an Award, unless another period of time has been agreed upon by the parties, a party may by notice to the Arbitrators request the Arbitrators to correct in the Award any errors in computation, any clerical or typographical errors or any errors of a similar nature. If the Arbitrators consider the request to be justified, they shall make the corrections in England within 10 working days of receiving the request. Any correction shall be notified in writing to the parties and shall become part of the Award.
  21(3) The Arbitrators may correct any error of the type referred to in Rule 21(2) on their own initiative in England within 10 working days of the date of the Award. Any such correction shall be notified in writing to the parties and shall become part of the Award.
  21(4) The Award shall be final and binding on all parties.
Deposits and security
  22(1) The Arbitrators may direct the parties, in such proportions as the Arbitrators think just, to make one or several interim or final payments on account of the costs of the arbitration.
  22(2) The Arbitrators may order any party to provide security for the legal or other costs of any other party by way of deposit or bank guarantee or in any other manner the Arbitrators think fit.
  22(3) By agreeing to arbitration under these Rules the parties shall be taken to have agreed to apply only to the Arbitrators, and not to any court of law or other judicial authority, for an order under Rule 22(1), or for an order for security for costs under Rule 22(2).
  22(4) The Arbitrators may also order any party to provide security for all or part of any amount in dispute in the arbitration or for any interest or costs.
  22(5) If orders under Rules 22(1), 22(2) and 22(4) are not complied with, the Arbitrators may disregard claims or counterclaims or defences of the non-complying party, although they may proceed to determine upon claims or counterclaims or defences of complying parties.
Costs
  23(1) The Arbitrators shall specify in the Award the total amount of their fees and expenses, including the charges of the Secretary (if any). Unless the parties shall agree otherwise after the dispute has arisen, the Arbitrators shall determine the proportions in which the parties shall pay such fees and expenses, provided that the parties will be jointly and severally liable to the Arbitrators for payment of all such fees and expenses until they have been paid in full. If the Arbitrators have determined that all or any of their fees and expenses shall be paid by any party other than a party which has already paid them to the Arbitrators, the latter party shall have the right to recover the appropriate amount from the former.
  23(2) The Arbitrators have power to order in their Award that all or a part of the legal or other costs of one party shall be paid by any other party. The Arbitrators also have power to tax these costs and may do so if requested by the parties.
  23(3) If the arbitration is abandoned, suspended or concluded, by agreement or otherwise, before the final Award is made, the parties shall be jointly and severally liable to pay to the Arbitrators their fees and expenses as determined by them together with the charges of the Secretary (if any).
Interest
  24. The Arbitrators have the discretion to award interest on any sum which is the subject of the reference but which is paid before the Award and on any sum they award at such rate and for such period as they think fit.
Delegation
  25. The Administrator may delegate any of the Administrator’s powers or duties under these Rules.
Vacancy
  26(1) If an Arbitrator should die, resign, withdraw, be disqualified or otherwise be unable or unwilling to act, the Administrator shall immediately notify the party or parties concerned in the appointment of such Arbitrator which party or parties shall thereupon appoint a replacement Arbitrator with the qualifications required of the Arbitrator being replaced. If the relevant parties cannot agree upon such replacement within 10 working days of the receipt of the notification of the vacancy from the Administrator, they shall so inform the Administrator and the Administrator shall appoint an appropriately qualified arbitrator and notify the parties accordingly.
  26(2) If an Arbitrator or any of the parties notifies the Administrator that, due to other commitments of the Arbitrator or otherwise, the Arbitrator is not able to proceed with the arbitration with reasonable expedition, the Administrator shall consult with the parties, if appropriate at a meeting convened for the purpose, and shall endeavour to agree with the parties what action, if any, should be taken. If the parties and the Administrator cannot agree as to what if any action should be taken, the Administrator shall decide what if any action is to be taken. The Administrator shall not at any time inform any Arbitrator that an application under this Rule has been made by a party. Rule 26(1) shall apply if it is decided that the Arbitrator should be replaced.
Governing Law
  27. The arbitration shall be conducted and these Rules shall be governed by and construed in accordance with the laws of England, including the Arbitration Acts 1950 to 1979.
Limitation of actions
  28. For the purposes of any limitation period the action shall be deemed to have been brought when the Request is sent to the Administrator pursuant to Rule 3.
Schedule 1
Terms of Appointment of Tier 2 Arbitrator
  1. The Arbitrator understands that the purpose of the Tier 2 arbitration scheme is to determine disputes as quickly and economically as possible, and undertakes to conduct and conclude the arbitration in accordance with the Rules with this purpose in mind.
  2. The Arbitrator undertakes to inform the Administrator and the parties if due to circumstances beyond his control or otherwise other commitments of the Arbitrator appear likely to cause substantial delay to the progress of the arbitration at any time, in which case Rule 26 may be applied.
  3. The Arbitrator undertakes that if any papers or written submissions are submitted to him a reasonable time prior to any hearing, he will consider such documents prior to the hearing.
  4. All parties to the arbitration will be jointly and severally liable to pay to the Arbitrator fees and expenses in accordance with the Tier 2 scale established by Lloyd’s for the time being in force.
415. Membership Byelaw No. 17 of 1993, 8 September 1993
COMMENCEMENT
  This byelaw came into force on 8 September 1993.
AMENDMENTS
  This byelaw was amended by
Membership (Amendment) Byelaw (No. 24 of 1993)
Corporate Members (Miscellaneous Amendments) Byelaw (No. 29 of 1993)
Companies’ Accounts (Miscellaneous Amendments) Byelaw (No. 15 of 1994)
Syndicate Accounting Byelaw (No. 18 of 1994)
Membership (Amendment No. 2) Byelaw (No. 12 of 1995)
Membership (Amendment No. 3) Byelaw (No. 17 of 1995)
Appeal Tribunal Byelaw (No. 18 of 1995)
Membership (Amendment No. 3) Byelaw (No. 23 of 1995)
Individual Registration Byelaw (No. 13 of 1996)
New Central Fund Byelaw (No. 23 of 1996)
Membership (Amendment No. 5) Byelaw (No. 42 of 1996)
Agency Agreements (Amendment No. 15) Byelaw (No. 10 of 1997)
Membership (Amendment No. 6) Byelaw (No. 21 of 1997)
Membership (Amendment No. 7) Byelaw (No. 11 of 1998)
Membership, Council and Committee and Annual and Extraordinary General Meetings (Amendment) Byelaw (No. 15 of 1998)
Captive Corporate Members Byelaw (No. 19 of 1998)
Premiums Trust Fund and Regulating Trustee Byelaw (No. 22 of 1998)
Agency Agreements (Amendment No. 20) Byelaw (No. 6 of 1999)
Membership (Amendment) Byelaw (No. 8 of 1999)
Underwriting Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Membership (Amendment No. 9) Byelaw (No. 18 of 1999)
Intermediary Amendment Byelaw (No. 10 of 2000)
Lloyd’s Policy Signing Office Byelaw (No. 11 of 2000)
Annual Subscribers Byelaw (No. 15 of 2000)
Lloyd’s Brokers Byelaw (No. 17 of 2000).
EXPLANATORY NOTE
(This note is not part of the byelaw).
  This byelaw amends and consolidates the provisions of the Membership Byelaw (No. 9 of 1984) as amended.
  It also makes provision for the admission to membership of the Society of corporate members and for such members to underwrite insurance business at Lloyd’s.
For the full text of this byelaw, see Part A, 111.
416. Lloyd’s Advisers Byelaw No. 19 of 1993, 8 September 1993
COMMENCEMENT
  This byelaw came into force on 8 September 1993.
AMENDMENTS
  This byelaw was amended by
Companies’ Accounts (Miscellaneous Amendments) Byelaw (No. 15 of 1994)
Appeal Tribunal Byelaw (No. 18 of 1995).
REVOCATION
  This byelaw was revoked on 6 October 1999 by byelaw No. 16 of 1999.
EXPLANATORY NOTE
(This note is not part of the byelaw.)
  This byelaw provides for the registration of a body corporate or partnership as a Lloyd’s adviser and for the review, renewal and withdrawal of such registration.
  The Council may not grant registration under the byelaw unless satisfied that the applicant is fit and proper to be a Lloyd’s adviser.
  The byelaw empowers the Council to impose conditions and make requirements regarding Lloyd’s adviser’s financial resources, and makes provision regarding accounting records, accounts and other reports, audit and annual returns.
For the full text of this byelaw, see Part A, 112.
417. Information and Confidentiality Byelaw
No. 21 of 1993, 8 September 1993

COMMENCEMENT
  This byelaw came into force on 1 October 1993.
AMENDMENTS
  This byelaw was amended by
Individual Registration Byelaw (No. 13 of 1996)
Loss Review (Revocation) Byelaw (No. 16 of 1997)
Underwriting Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Intermediary Amendment Byelaw (No. 10 of 2000)
Annual Subscribers Byelaw (No. 15 of 2000)
Amendment Byelaw (No. 9 of 2001).
EXPLANATORY NOTE
  (This note is not part of the byelaw)
  This byelaw governs the providing of information under Lloyd’s Acts, byelaws or regulations and the confidentiality of that information. Paragraph 2 of the byelaw sets out the Society’s power to require Lloyd’s advisers, Lloyd’s brokers and underwriters to produce information, documents or other materials. Paragraphs 3 and 4 govern the confidentiality of information gathered by any exercise of powers under Lloyd’s Acts, byelaws or regulations.
  Paragraphs 3 and 4(d) establish that such information shall not be disclosed without the consent of whoever provided it (or, if different, the person it concerns) unless it has become public knowledge from other sources. Lloyd’s will, however, be free under the byelaw to disclose any such information for the purposes of criminal proceedings, any inquiry (whether a Lloyd’s inquiry or not) or Lloyd’s disciplinary proceedings (paragraph 4(a)).
  The information may also be given to assist a regulator, professional body or clearing house (paragraph 4(b)); and can be given to the Secretary of State or to the Treasury, where it is in the public interest to do so (paragraph 4(c)).
The Council of Lloyd’s in exercise of its powers under section 6(2) of, and paragraphs (23) and (25) of Schedule 2 to, Lloyd’s Act 1982 by special resolution hereby makes the following byelaw.
1. Interpretation
  The provisions of Schedule 1 to this byelaw (interpretation) shall have effect.
2. Power to require production of information
  The Council may at any time require that any member of the Society, [[…]] [[[ . . . ]]], any underwriting agent, [, any registered individual], any annual subscriber [any approved run-off company,] [[[[…]]]] or registered individual give or produce to the Council any information, documents or other material which the Council may consider necessary or appropriate to be given or produced (including information, documents or other material relating to the affairs of principals and clients of Lloyd’s advisers, Lloyd’s brokers, underwriting agents or other persons).]
NOTE
3. Non-disclosure of information
Subject to the following provisions of this byelaw, no information obtained pursuant to any exercise of powers under Lloyd’s Acts 1871 to 1982 (or any byelaw or regulation made thereunder) shall be disclosed without the consent of—
	(a)	the person from whom it was received; and
	(b)	(if different) the person whom it concerns.
4. Disclosure of information for certain purposes
  Notwithstanding the provisions of paragraph 3, or the terms of any undertaking whether express or implied, nothing shall prohibit the disclosure of information—
	(a)	for the purposes of:
	(i)	criminal proceedings,
	(ii)	any inquiry, or
	(iii)	disciplinary proceedings;
	(b)	for the purposes of assisting a regulator, investment exchange, professional body or clearing house in the discharge of its functions, whether in taking or facilitating proceedings or otherwise;
	(c)	to the Secretary of State or to the Treasury if the disclosure is made in the public interest;
	(d)	where the information has become public knowledge from other sources; or
	(e)	where the Council so directs, provided that such disclosure or use is for the advancement and protection of the interests of the Society as a whole.
5. Consequential revocations and amendments
  The provisions of Schedule 2 to this byelaw (consequential revocations and amendments) shall have effect.
6. Commencement
  This byelaw shall come into force on 1 October 1993.
Schedule 1. Interpretation
  In this byelaw:—
“disciplinary proceedings” means Lloyd’s disciplinary proceedings under Lloyd’s Acts or any byelaw made thereunder;
“inquiry” means any inquiry before an independent tribunal, whether conducted under statutory powers or otherwise;
[…]
NOTE
“Lloyd’s broker” includes any director, partner or employee of a Lloyd’s broker;
“regulator, investment exchange, professional body or clearing house” means:
	(i)	a regulator, investment exchange, professional body or clearing house which is recognised under the provisions of the Financial Services Act 1986 [and the General Insurance Standards Council] [[and the Financial Services Authority]]; and
	(ii)	any authority which performs corresponding functions to the above outside the United Kingdom;
NOTE
“underwriting agent” includes any director, partner or employee of an underwriting agent.
Schedule 2. Consequential Revocations and amendments
  1. The Information and Confidentiality Byelaw (No. 4 of 1983) is revoked.
  2. The following byelaws shall be amended by substituting for “(No. 4 of 1983)” the new reference “(No. 21 of 1993)” namely—
	(a)	Underwriting Agents Byelaw (No. 4 of 1984, 101) paragraph 57,
	(b)	Lloyd’s Brokers Byelaw (No. 5 of 1988, 106) paragraph 49,
	(c)	Umbrella Arrangements Byelaw (No. 6 of 1988, 107) paragraph 24 and Schedule 2 paragraph 2, and
	(d)	[…]
  3. The Underwriting Agents Byelaw (No. 4 of 1984, 101) paragraph 57, and the Lloyd’s Brokers Byelaw (No. 5 of 1988, 106) paragraph 49, shall be amended by substituting for the words from “ ‘relating to the business’ to ‘in paragraph 1’ the words from ‘relating to’ to ‘documents or other material’ in paragraph 2”.
  4. […]
NOTE

418. Misconduct and Penalties Byelaw No. 30 of 1996, 7 August 1996
COMMENCEMENT
  This byelaw came into force on 7 August 1996.
AMENDMENTS
  This byelaw was amended by
Misconduct and Penalties (Amendment) Byelaw (No. 45 of 1996)
MAPA Reporting Byelaw (No. 23 of 1997)
Miscellaneous Disciplinary Provisions Byelaw (No. 10 of 1998)
Miscellaneous Disciplinary Penalties (No. 2) Byelaw (No. 11 of 1999)
Revocation of Certain Byelaws Byelaw (No. 13 of 1999)
Underwriting Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Run-Off Years of Account (Revocation) Byelaw (No. 1 of 2000)
Intermediary Amendment Byelaw (No. 10 of 2000)
Misconduct and Penalties (Amendment No. 3) Byelaw (No. 13 of 2000)
Annual Subscribers Byelaw (No. 15 of 2000)
Miscellaneous Disciplinary Matters Byelaw (No. 20 of 2000).
EXPLANATORY NOTE
(This note is not part of the byelaw)
  This byelaw revokes and re-enacts with amendments the Misconduct, Penalties and Sanctions Byelaw (No. 9 of 1993). It also introduces some new provisions. The principal changes are as follows:
	1.	the classes of persons subject to the disciplinary jurisdiction of the Society has been extended to include registered individuals, following the introduction of the Individual Registration Byelaw (No. 13 of 1996) (paragraph 1);
	2.	provision is made for the disciplinary jurisdiction of the Society to continue in respect of misconduct committed by a person during the time when he fell within one of the specified classes, notwithstanding that he may not do so at the time of the proceedings (paragraph 2);
	3.	the definition of misconduct has been amended and express reference to Core Principles has been added (paragraph 3);
	4.	it is provided that an employer is liable for the acts and omissions of its employee in certain circumstances (paragraph 4);
	5.	the penalties that may be imposed have been redefined (paragraph 5). The penalty of a reprimand has been deleted and a new category of “fixed penalty” has been introduced, which is applicable to fixed penalty proceedings (as defined in Lloyd’s Disciplinary Rules set out at Schedule 2 to the new Disciplinary Committees Byelaw (No. 31 of 1996)). Accordingly, the byelaw now distinguishes between penalties available in (a) formal proceedings, (b) summary proceedings and (c) fixed penalty proceedings;
	6.	In the case of summary proceedings, the penalties have been restricted to a censure and/or a fine up to a specific limit depending on the status of the defendant (paragraph 5);
	7.	The fixed penalties are by way of a fine of an amount specified by reference to the nature and seriousness of the offence and the category of person concerned (paragraph 5 and Schedule 2).
The Council of Lloyd’s, in exercise of its powers under Lloyd’s Act 1982, by special resolution hereby makes the following byelaw.
Interpretation
  1. The provisions of Schedule 1 to this byelaw (interpretation) shall have effect.
Disciplinary jurisdiction of the Society
	2.(1)	The persons specified in sub-paragraph (2) shall be subject to the disciplinary jurisdiction of the Society and, accordingly, shall be amenable to disciplinary proceedings in respect of any misconduct committed by them [[and the persons specified in subparagraph (2A) shall be subject to the disciplinary jurisdiction of the Society and, accordingly shall be amenable to disciplinary proceedings in respect of any misconduct committed by them prior to 3 July 2000]].
	(2)	The persons referred to in sub-paragraph (1) are:
	(a)	a member of the Society;
	(b)	a director of or person who works for a corporate member of the Society;
	(c)	an underwriting agent;
[…]
	(e)	an approved run-off company;
	(f)	a Lloyd’s broker;
	(g)	a director or partner of, or person who works for an underwriting agent, […] approved run-off company [[…]];
	(h)	an annual subscriber [[[[other than, subject to subparagraph (2A) below, in respect of any misconduct committed by an annual subscriber in the capacity of a director, partner or employee of a Lloyd’s broker]]]];
	(i)	a registered individual [[[;
	(j)	any person who agrees to submit to the disciplinary jurisdiction of the Society.]]]
	[[(2A)	The persons referred to in subparagraph (1) are a director or partner of, or a person who works for a Lloyd’s broker.]]
	(3)	A person falling within [[sub-paragraphs (2) or (2A)]] shall continue to be subject to the disciplinary jurisdiction of the Society in respect of any misconduct during the time when he is such a person notwithstanding that he ceases to be such a person before any disciplinary proceedings are commenced or completed.
NOTE
Misconduct
  3. Misconduct means:
	(a)	a contravention of or failure to observe any provision of Lloyd’s Acts 1871 to 1982 or any byelaw made thereunder;
	(b)	a contravention of or failure to observe any regulation or direction made or given under Lloyd’s Acts 1871 to 1982 or under any byelaw made thereunder (subject to the provisos to section 7(3) of Lloyd’s Act 1982);
	(c)	a contravention of or failure to observe any order, condition or requirement imposed, or undertaking given, or decision made pursuant to Lloyd’s Acts 1871 to 1982 or under any byelaw made thereunder;
	(d)	a contravention of or failure to observe any of the Core Principles;
	(e)	a failure to take reasonable steps in connection with the business of insurance to avoid risk of harm to Lloyd’s policyholders, the Society, its members, or those doing business at Lloyd’s; or
	(f)	engaging in or being associated with any discreditable conduct, whether or not connected with the business of insurance.
  4. Any act or omission by an employee in the course of his employment or of an agent within the scope of his actual or ostensible authority shall also be imputed to his employer or principal and a finding of misconduct may be made against the employer or principal accordingly whether or not disciplinary proceedings are brought against the employee or agent concerned.
Penalties
	5.(1)	Subject to [[subparagraphs (3), (4) and (6)]] below, the penalties that may be imposed on a person against whom a finding of misconduct has been made in disciplinary proceedings are:
	(a)	Formal proceedings
		  In the case of formal proceedings any one or more of the following:
	(i)	exclusion or suspension from membership of the Society, or a requirement that a member shall cease underwriting at Lloyd’s permanently or temporarily and either totally or in part;
	(ii)	revocation or suspension of the right to act at Lloyd’s as a […] Lloyd’s broker, underwriting agent, an approved run-off company, members’ agent or managing agent, either totally or in part;
	(iii)	revocation or suspension of the right to act at Lloyd’s as an annual subscriber, [[…]] either totally or in part;
	(iv)	the termination of or suspension of the registration of a registered individual;
	(v)	revocation or suspension of the right to transact, or be concerned or interested in the transaction of, the business of insurance at Lloyd’s or any class or classes of such business, either totally or in part;
	(vi)	revocation or suspension of the right of admission to the Room and any other specified part of the premises of the Society;
	(vii)	a fine;
	(viii)	a censure.
NOTE
	(b)	Summary proceedings
		In the case of summary proceedings any one or both of the following:
	(i)	a fine of not more than:
	(a)	£15,000 in the case of an individual;
	(b)	£30,000 in the case of a company or partnership; and
	(ii)	a censure.
	(c)	Fixed Penalty Proceedings
		  In the case of fixed penalty proceedings a penalty set out in Schedule 2 to this byelaw (fixed penalties).
	(2)	The penalties referred to in sub-paragraph (1) above may be imposed subject to any terms and conditions considered appropriate.
	(3)	In the case of any misconduct for which the penalty is specifically prescribed by any other byelaw, that penalty shall apply.
	(4)	The provisions of the Suspension: Supplementary and Consequential Matters Byelaw (No. 19 of 1983) shall apply where a penalty involving suspension is imposed.
	(5)	Notwithstanding that a finding of misconduct has been made against a person in disciplinary proceedings, the tribunal concerned may, if it considers that in all the circumstances it is appropriate, decide not to impose a penalty. This is without prejudice to any power the tribunal may have to order the payment of costs.
	[[(6)	The only penalty which may be imposed on a Lloyd’s broker against whom a finding of misconduct has been made in disciplinary proceedings where the act or the omission which is the subject of the finding takes place on or after 3 July 2000 is the revocation of the Lloyd’s broker’s right to act as a Lloyd’s broker and accordingly the Council shall not elect to commence disciplinary proceedings in respect of any such misconduct by way of fixed penalty proceedings or summary proceedings.]]
NOTE
[Revocations and amendments
  5A. The Misconduct, Penalties and Sanctions Byelaw (No. 9 of 1993) is revoked save in its application to any act or omission taking place prior to 8 August 1996.]
NOTE
Application
	6.(1)	This byelaw shall come into force on 7 August 1996 and [[, save insofar as appears in sub-paragraphs (2) and (4) below,]] shall apply to any act or omission of any person taking place after that date.
	(2)	A person falling within paragraph 1 of the Misconduct, Penalties and Sanctions Byelaw (No. 5 of 1983) or paragraph 1 of the Misconduct, Penalties and Sanctions Byelaw (No. 9 of 1993) as appropriate as at 7 August 1996 shall continue to be subject to the disciplinary jurisdiction of the Society in respect of any misconduct falling within sub-paragraph (3) notwithstanding that he ceases to be such a person before any disciplinary proceedings are commenced or completed.
	(3)	Misconduct for the purposes of this sub-paragraph shall compromise any act or omission:
	(a)	governed by the Misconduct, Penalties and Sanctions Byelaw (No. 5 of 1983) or the Misconduct, Penalties and Sanctions Byelaw (No. 9 of 1993); and
	(b)	which takes place [on or] prior to 7 August 1996.
	[[(4)	A person falling within paragraph 1 of the Misconduct, Penalties and Sanctions Byelaw (No. 5 of 1983) or paragraph 1 of the Misconduct, Penalties and Sanctions Byelaw (No. 9 of 1993) at any time prior to 7 August 1996 who was not within those categories as at 7 August 1996 shall nevertheless be subject to the disciplinary jurisdiction of the Society in respect of any misconduct falling within sub-paragraph (3) committed while that person fell within either paragraph 1 of the Misconduct, Penalties and Sanctions Byelaw (No. 5 of 1983) or paragraph 1 of the Misconduct, Penalties and Sanctions Byelaw (No. 9 of 1993) as applicable if, at any time after 7 August 1996, that person falls within the categories of persons specified in paragraph 2(2) above and that person shall continue to be subject to the jurisdiction of the Society in respect of any such misconduct notwithstanding that he ceases to be such a person before any disciplinary proceedings are commenced or completed.]]
NOTE
Schedule 1—Interpretation
  In the byelaw, unless the context otherwise requires, the following expressions have the following meanings:
“Core Principles” means any Core Principles regarding the conduct of business at Lloyd’s, either generally or in respect of certain classes of person, promulgated in any byelaws made under Lloyd’s Acts 1871 to 1982.
“disciplinary proceedings” means proceedings in respect of misconduct pursuant to the Disciplinary Committees Byelaw (No. 31 of 1996, 419).
“fixed penalty proceedings” means disciplinary proceedings dealt with as such under Lloyd’s Disciplinary Rules set out in Schedule 2 to the Disciplinary Committees Byelaw (No. 31 of 1996, 419).
“formal proceedings” means disciplinary proceedings dealt with as such under Lloyd’s Disciplinary Rules set out in Schedule 2 to the Disciplinary Committees Byelaw (No. 31 of 1996, 419).
“summary proceeding” means disciplinary proceedings dealt with as such under Lloyd’s Disciplinary Rules set out in Schedule 2 to the Disciplinary Committees Byelaw (No. 31 of 1996, 419).
Schedule 2—Fixed Penalties
Fixed penalty proceedings
	1.(1)	The Council may elect to commence disciplinary proceedings as fixed penalty proceedings only if the alleged misconduct [:
	(a)	falls within a class specified in paragraph 2 below[; or
	(b)	in the opinion of the Council involves misconduct of an administrative nature.]
	(2)	A fixed penalty may only be imposed in fixed penalty proceedings if the defendant has chosen not to contest the proceedings and agreed to pay the fixed penalty in accordance with Lloyd’s Disciplinary Rules set out in Schedule 2 to the Disciplinary Committees Byelaw (No. 31 of 1996, 419).
	[(3)	The amount of a fixed penalty shall be calculated:
	(a)	in accordance with paragraph 3 for fixed penalty proceedings relating to alleged misconduct within paragraph 1(1)(a); or
	(b)	subject to paragraph 3(4) below, by the Council for fixed penalty proceedings relating to alleged misconduct within paragraph 1(1)(b).]
NOTE
Classes of misconduct to which fixed penalties apply
  2. The classes of misconduct referred to in paragraph 1(1)(a) are:
Class A
	  A failure to observe any requirement to provide any document to the Council or the Committee […].
Class B
	  A failure to observe any requirement to inform, notify or provide written notice of any matter to the Society, the Council or the Committee […].
Class C
	  A failure to:
		(i)	observe any requirement to provide any information or document pursuant to a specific request […]; and
		[…]
		(ii)	to pay any fixed penalty imposed.
Class D
	  A failure to observe any requirement to obtain the prior consent of the Council or the Committee […].
NOTE
Calculation of fixed penalties
	3.(1)	The fixed penalty for misconduct falling within the Classes A, B and C specified in paragraph 2 shall be calculated using Tables 1 and 2 as follows:
	(a)	The amount of the penalty shall be calculated by reference to the relevant amount in the applicable table as follows:
		Class A
		  The penalty shall be the relevant amount stated in the table.
		Class B
		  The penalty shall be the relevant amount stated in the table.
		Class C
		  The penalty shall be twice the relevant amount stated in the table.
	(b)	In the case of Class B, for the purposes of calculating the number of business days late in the first column of the tables:
	(i)	where the provision is a requirement to inform, notify or provide written notice “forthwith” or “immediately”, the third business day after the obligation first arose shall be deemed to be the first business day later; and
	(ii)	where the provision is a requirement to inform, notify or provide written notice “as soon as possible” or “promptly”, the sixth business day after the obligations first arose shall be deemed to be the first business day late.
	(c)	The applicable table shall be:
		Table 1 where the defendant is an individual;
		Table 2 where the defendant is a company or partnership;
	(d)	In the tables, the columns headed “Level 1”, “Level 2” and “Level 3” apply as follows:
		Level 1 applies where the defendant is a person on whom no penalty has been imposed in accordance with this Schedule in the three year period expiring on the date of the alleged misconduct;
		Level 2 applies where the defendant is a person on whom either one or two penalties have been imposed in accordance with this Schedule in the three year period expiring on the date of the alleged misconduct; and
		Level 3 applies where the defendant is a person on whom three or more penalties have been imposed in accordance with this Schedule in the three year period expiring on the date of the alleged misconduct.
	(2)	The penalty for misconduct falling within the Class D specified in paragraph 2 shall be calculated using Table 3. The amount of the penalty shall be the relevant amount shown in Table 3. For this purpose the columns headed “Level 1”, “Level 2” and “Level 3” apply in the manner set out in paragraph 3(1)(d) above.
	[(3)	The Council may, after calculating the level of any fixed penalty pursuant to paragraphs 3(1) and (2) above, reduce the penalty so calculated if it considers the amount of the penalty to be excessive having regard to the nature and gravity of the misconduct in question.
	(4)	A fixed penalty for misconduct referred to in paragraph 1(1)(b) above shall be as determined by the Council in its absolute discretion save that the level of any such fixed penalty shall not be greater than a fine which could have been imposed in summary proceedings.]
NOTE
Table 1—Fixed penalties applicable to an individual in respect of misconduct falling within Classes A, B OR C

Number of business days late	Level 1	Level 2	Level 3	
1	30	90	150	
2	60	180	300	
3	90	270	450	
4	120	360	600	
5	150	450	750	
6	330	990	1650	
7	360	1080	1800	
8	390	1170	1950	
9	420	1260	2100	
10	450	1350	2250	
11	480	1440	2400	
12	510	1530	2550	
13	540	1620	2700	
14	570	1710	2850	
15	600	1800	3000	
16	630	1890	3150	
17	660	1980	3300	
18	690	2070	3450	
19	720	2160	3600	
20	750	2250	3750	

Table 2—Fixed penalties applicable to a company or partnership in respect of misconduct falling within Classes A, B OR C

Number of business days late	Level 1	Level 2	Level 3	
1	60	180	300	
2	120	360	600	
3	180	540	900	
4	240	720	1200	
5	300	900	1500	
6	660	1980	3300	
7	720	2160	3600	
8	780	2340	3900	
9	840	2520	4200	
10	900	2700	4500	
11	960	2880	4800	
12	1020	3060	5100	
13	1080	3240	5400	
14	1140	3600	5700	
15	1200	3600	6000	
16	1260	3780	6300	
17	1320	3960	6600	
18	1380	4140	6900	
19	1440	4320	7200	
20	1500	4500	7500	

Table 3—Fixed penalties in respect of misconduct falling within Class D

Defendant	Level 1	Level 2	Level 3	
Individual	400	1,200	2,000	
Company or Partnership	2,000	6,000	10,000	

Class A
The failure to provide to the Council or Committee any document report etc. by a calculable date

BYELAW	RELEVANT PARAGRAPH(S)	
The Underwriting Agents Byelaw (No. 4 of 1984, 101).	13B, 54(a), 54(b), 55, 56, 56A and 57A	
The Lloyd's Brokers Byelaw (No. 5 of 1988, 106).	 35 and 44.	
The Umbrella Arrangements Byelaw (No. 6 of 1988, 107).	21.	
[[...]]		
[Agency Agreements Byelaw (No. 8 of 1988, 310)]	[12(3) and 12(5).	
[[[...]]]	[[[...]]]	
The Solvency and Reporting Byelaw (No. 13 of 1990, 204).	11.	
Members Agents (Australia) Byelaw (No. 14 of 1992, 316).	4 [and 6(1)]	
Membership Byelaw (No. 17 of 1993, 111).	[3(7),] 15(7), 16 and 34.	
[[[...]]]	[[[...]]]	
Syndicate Accounting Byelaw (No. [[[18 of 1994]]]).	16(9), 19(3) [[[...]]] 20 [[[and 20J]]]	
[[MAPA Reporting Byelaw (No. 23 of 1997, 334)]]	[[2(4)]]	
NOTE
Class B
A failure to notify inform provide written notice or documentation to the Society, Council or Committee under a Byelaw requirement

BYELAW	RELEVANT PARAGRAPH(S)	
Information Relevant to the Operation of Sections 10, 11 and 12 of Lloyd's Act 1982 Byelaw (No. 1 of 1984, 301).	2(a), 2(b), 3(a) and 3(b).	
The Underwriting Agents Byelaw (No. 4 of 1984, 101).	13B and 53(b).	
[[[[ ... ]]]]	[[[[ ... ]]]]	
Membership Byelaw (No. 17 of 1993, 111).	[3(1), 3(2), 3(3), 3(4), 3(5), 3(6),] 8(1), 14(3), 14(4), 14(5), 14(9) and 50(3).	
[[...]]	[[...]]	
Run-Off Companies Byelaw (No. 2 of 1995, 114).	3(1), 13(3) and 14(2).	
Membership Amendment (No. 3) Byelaw (No. 17 of 1995).	4(2) and 4(4).	
[Individual Registration Byelaw (No. 13 of 1996, 115)].	[2(1), 5(5) and 8(4)]	
NOTE
Class C
A failure to provide information and/or documents pursuant to a specific request to do so; or a failure to pay a fixed penalty imposed

BYELAW	RELEVANT PARAGRAPH(S)	
The Inquiries and Investigations Byelaw (No. 3 of 1983).	5.	
Suspension: Supplementary and Consequential Matters Byelaw (No. 19 of 1983, 403).	3(b)(ii), 4(b)(iii), 5(b)(ii), 5A(b)(ii) and 6(b)(iii).	
Disclosure by Direction Byelaw (No. 21 of 1983, 404).	1, 2, 2A, and 3.	
The Register of Members Byelaw (No. 22 of 1983, 100).	5.	
The Underwriting Agents Byelaw (No. 4 of 1984, 101).	6, 6(a)(iiia)(aa) and 65.	
Syndicate Premium Income Byelaw (No. 6 of 1984, 201).	4(b)(i).	
The Syndicate Audit Arrangements Byelaw (No. 10 of 1984, 102).	12(d).	
The Central Fund Byelaw (No. 4 of 1986, 506).	4(8) and 4(9).	
The Review Powers Byelaw (No. 5 of 1986, 406).	3 and 4.	
The Membership (Entrance Fees and Annual Subscriptions) Byelaw (No. 9 of 1987, 105).	3.	
The Lloyd's Brokers Byelaw (No. 5 of 1988, 106).	10(2), 36 and 43.	
The Umbrella Arrangements Byelaw (No. 6 of 1988, 107).	6(3), 20(4) and 23.	
Insurance Ombudsman Bureau Byelaw (No. 1 of 1989, 411).	4.	
The Solvency and Reporting Byelaw (No. 13 of 1990, 204).	2(4) and 10.	
The Loss Review Byelaw (No. 8 of 1991).	6.	
The Members Agents (Australia) Byelaw (No. 14 of 1992, 316).	5.	
[[[Annual Subscribers Byelaw (No. 15 of 2000, 122)]]]	8(2).	
The Disciplinary Committees Byelaw (No. 10 of 1993).	22.	
Membership Byelaw (No. 17 of 1993, 111).	[3(8),] 11(2), [  ] 20 and 39.	
[[...]]	[[...]]	
Information and Confidentiality Byelaw (No. 21 of 1993, 417).	2.	
The Lloyd's 1994 Claims Scheme Byelaw (No. 4 of 1994, 323).	15(1).	
Transitional and Conversion Arrangements (CM) Byelaw (No. 9 of 1994).	8(5) and 8(6).	
Appeal Tribunal Byelaw (No. 18 of 1995).	6(2).	
Disciplinary Committees Byelaw (No. 31 of 1996, 419).	Schedule 2, Rules 2.3, 3.6 and 13.1.	
Council Stage of Disciplinary Proceedings Byelaw (No. 33 of 1996, 421).	Schedule 2, Rule 3.	
Individual Registration Byelaw (No. 13 of 1996, 115)].	 [1(5)(a), 1(5)(b), 8(2)(a) and 8(2)(b).]	
NOTE
Class D
A failure to obtain prior consent of the Council as required by a Byelaw

BYELAW	RELEVANT PARAGRAPH(S)	
The Underwriting Agents Byelaw (No. 4 of 1984, 101). 	13A(a), 13A(b), 14, 16, 20, 21, 23, 30, 32, 34(d), 35, 39, 43, 49(d), 50, 52B, 53(a) and 62.	
The Related Parties Byelaw (No. 2 of 1986, 306).	2, 3 and 4.	
The Lloyd's Brokers Byelaw (No. 5 of 1988, 106).	14, 14A, 16, 18, 40 and 48(1).	
The Agency Agreements Byelaw (No. 8 of 1988, 310).	5, 11A and 11B.	
Multiple Syndicates Byelaw (No. 5 of 1989, 311).	3(1), 3(2) and 4(1)(b).	
The Run-Off Years of Account Byelaw (No. 17 of 1989, 312).	18.	
Membership Byelaw (No. 17 of 1993, 111).	5(5), 5(6), [14(1), 14(2),] 17(2), 26(1), 27(1), 29(1) and 31.	
[[...]]	[[...]]	
Members Agents Pooling Arrangements Byelaw (No. 30 of 1993, 322).	5(1).	
Lloyd's 1994 Claims Scheme Byelaw (No. 4 of 1994, 323).	10(1).	
Transitional and Conversion Agreements (CM) Byelaw (No. 9 of 1994).	2(1) and 4(1).	
Run-Off Companies Byelaw (No. 2 of 1995, 114).	2(3), 13(1), 14(1) and 14(2).	
[[[Syndicate Pre-emption Byelaw (No. 19 of 1997)]]].	[[[4A]]].	
NOTE
419. Disciplinary Committees Byelaw No. 31 of 1996, 7 August 1996
COMMENCEMENT
  This byelaw came into force on 7 August 1996.
AMENDMENTS
  This byelaw was amended by
Disciplinary Committees (Amendment) Byelaw (No. 46 of 1996)
Miscellaneous Disciplinary Provisions Byelaw (No. 10 of 1998)
Miscellaneous Disciplinary Penalties (No. 2) Byelaw (No. 11 of 1999)
Revocation of Certain Byelaws Byelaw (No. 13 of 1999)
Disciplinary Committees (Amendment No. 2) Byelaw (No. 19 of 2000).
EXPLANATORY NOTE
(This note is not part of the byelaw)
  This byelaw revokes and re-enacts with amendments the Disciplinary Committees Byelaw (No. 10 of 1993) and provides a revised procedure for the bringing of and conduct of disciplinary proceedings before the Disciplinary Committees.
  This note explains the main changes made by this byelaw, including in the rules governing disciplinary proceedings which are now set out separately in Schedule 2 (the “Lloyd’s Disciplinary Rules”).
The Byelaw
  1. Paragraph 2 of the byelaw states that the Disciplinary Committees of the Society comprise both the Disciplinary Board (established pursuant to paragraph 3 of the byelaw) and the Disciplinary Tribunals (established pursuant to the Rules set out in Schedule 2 of the byelaw).
  2. Paragraph 3 requires the creation of a Disciplinary Board (in place of the existing Panel created under paragraph 1 of the Disciplinary Committees Byelaw (No. 10 of 1993)). The new Disciplinary Board will consist of a Chairman, Deputy Chairman and not less than one other individual or individuals as the Council may from time to time appoint. The Chairman will not be a member either of the Society or the Council but the majority of the members of the Disciplinary Board will be members of the Society.
  3. Members of the Disciplinary Board will be appointed under paragraph 3(2) for a term not exceeding 3 years, which may be renewed by the Council from time to time. The quorum for the Disciplinary Board is three and includes a majority of members of the Society (paragraph 3(4)).
  4. The circumstances in which the Council may revoke or suspend the appointment of any member of the Disciplinary Board have been redefined in paragraph 4 as have the circumstances in which a member of the Disciplinary Board or a Disciplinary Tribunal must not take part in any matter on the grounds of conflict of interest.
Lloyd’s Disciplinary Rules (Schedule 2)
Lloyd’s Disciplinary Rules clarify and amend the existing procedural rules for the conduct of disciplinary proceedings before the Disciplinary Committees. The main provisions are as follows:
	1.	Proceedings are now instituted by service of a Notice on the person concerned (“the defendant”) which must specify whether the matter is to be dealt with by way of fixed penalty proceedings, summary proceedings or formal proceedings. The Notice will also set out the alleged misconduct and the facts and matters relied on and, in fixed penalty proceedings only, will state the fixed penalty (Rule 1.2).
	2.	Rule 1.4 is a new provision that enables the Council to serve a copy of the Notice on the individual concerned’s employer, firm or any company of which he is a director.
	3.	Rules 2.2 to 2.4 apply to fixed penalty proceedings, that is, proceedings regarding misconduct for which a penalty is fixed in Schedule 2 to the new Misconduct and Penalties Byelaw (No. 30 of 1996). In fixed penalty proceedings the defendant may choose not to contest the Notice and agree to pay the fixed penalty in which case no order as to costs may be made. Alternatively, the defendant may contest the Notice, in which case the proceedings will continue against him as summary proceedings. The fixed penalty procedure is designed to facilitate the expeditious resolution of proceedings in certain lesser cases of misconduct where there is no real dispute.
	4.	The new rules also provide for a settlement procedure for proceedings commenced as summary proceedings or formal proceedings (Rules 3.2 to 3.10). This gives the parties the ability to settle the proceedings within 28 days from service of the Notice. Any proposed terms of settlement which are agreed between the parties are submitted to the Disciplinary Board for its consideration and the Disciplinary Board may approve or decline to approve the settlement in its absolute discretion. All matters relating to settlement are to be treated as confidential and will not be relied on in any disciplinary proceedings except that approved terms of settlement may be published and proposals regarding settlement may be made on the basis that they will be admissible on the question of costs (Rule 3.8).
	5.	In any case where the defendant wishes to contest the proceedings, a Defence must be served by the defendant within 28 days of the service of a Notice (Rule 4).
	6.	Rules 5.1 to 5.5 provide for the Disciplinary Board to appoint a Disciplinary Tribunal to hear the disciplinary proceedings. The composition of a Disciplinary Tribunal is three people, two of whom shall be members of the Society. The Tribunal Chairman will be a qualified lawyer of at least ten years’ standing or a person who holds or has held high judicial office. The composition of the Tribunal is subject to rules 5.3 to 5.5 which set out grounds for excluding certain individuals.
	7.	If no Defence is served in summary proceedings or formal proceedings, a Disciplinary Tribunal may issue findings on the basis that the misconduct alleged in the Notice and the facts and matters set out therein shall be deemed to be admitted by the defendant (Rules 6.1 to 6.5). These provisions are intended to enable the proceedings to continue in the event that the defendant fails to respond to the Notice served on him. A defendant may apply under Rule 6.3 within 7 days of the issue of such findings to set them aside and to apply for leave to serve a Defence but the application will only be granted if the Disciplinary Tribunal is satisfied that this is necessary in the interests of justice.
	8.	Rules 7.1 to 7.8 apply to summary proceedings where a Defence has been served. Summary proceedings are to be dealt with on the basis of written submissions and documents unless a defendant makes a written request for an oral hearing, which will be granted by the Disciplinary Tribunal only if it is satisfied that an oral hearing is necessary in the interests of justice (Rule 7.4). Rule 7.2 and 7.3 allow both parties to serve further written submissions and copies of all additional documents referred to as well as a copy of any witness statements to be relied upon. In addition, the parties may make submissions as to penalty (unless the penalty is fixed by Schedule 2 to the Misconduct and Penalties Byelaw) and to costs.
	9.	Rule 7.7 enables a Disciplinary Tribunal which considers that the gravity of the matter is such that it should be dealt with by way of formal proceedings to convert the proceedings to formal proceedings.
	10.	Rules 8.1 to 8.4 set out the procedure to be used in formal proceedings when a Defence has been served. A preliminary hearing will be held in formal proceedings by the Disciplinary Tribunal when appropriate directions may be made as to the future conduct of the proceedings (Rules 8.2 to 8.4).
	11.	In formal proceedings, there will be an oral hearing before the Disciplinary Tribunal unless the parties agree otherwise (Rule 8.5). Rules 9.1 to 9.3 require an oral hearing to be in private unless the Defendant requires a public hearing. The Disciplinary Tribunal also has power to determine the conduct of the hearing in such manner as it considers appropriate (Rule 9.3).
	12.	In formal proceedings, within 7 days of the issue by the Disciplinary Tribunal of its findings regarding the alleged misconduct, submissions as to penalties or costs must be served on the Disciplinary Tribunal. The parties may also elect to make oral submissions.
	13.	The Disciplinary Tribunal is required to issue and serve a copy of its decision as to misconduct and any penalties or orders as to costs on the Defendant. Reasons need not be given for its decision unless either party makes a request for such reasons (Rule 10.2).
	14.	The Council is required to publish the decision of the Disciplinary Board or a Disciplinary Tribunal in certain circumstances (Rules 14.1 to 14.3).
	15.	Rules 15.1 to 26.2 set out general and miscellaneous provisions relevant to the conduct of the disciplinary proceedings. Of particular note, new provisions have been included at Rules 16.1 and 16.2 stating that the burden of proof in all disciplinary proceedings is on the Council and that the standard of proof required is the standard of proof applicable in civil cases.
The Council of Lloyd’s, in exercise of its powers under Lloyd’s Act 1982, by special resolution hereby makes the following byelaw.
Interpretation
  1. The provisions of Schedule 1 to this byelaw (interpretation) shall have effect.
The Disciplinary Committees
	2.	(1)The Disciplinary Committees of the Society shall be the Disciplinary Board established pursuant to paragraph 3 below and the Disciplinary Tribunals established pursuant to the Rules set out in Schedule 2 to this byelaw. References in other byelaws to the Disciplinary Committee shall be taken to be references to the Disciplinary Board and/or the Disciplinary Tribunals, as appropriate.
		(2)The Disciplinary Committees shall exercise all disciplinary powers and functions conferred on the Council by Lloyd’s Acts 1871 to 1982 and any byelaw made thereunder except:
	(a)	the power of the Council to confirm, modify or grant dispensation in respect of any penalty or sanction imposed by the Disciplinary Committees or the Appeal Tribunal; and
	(b)	those powers and functions which are expressed by Lloyd’s Acts 1871 to 1982 and such byelaws to be exercisable by the Appeal Tribunal.
		(3)Members of the Disciplinary Committees shall be entitled to such remuneration and expenses from the Society as the Council may determine.
The Disciplinary Board
	3.	(1)There shall be a Disciplinary Board which shall consist of a Chairman, Deputy Chairman and not less than one other individual or individuals as the Council may from time to time appoint. The Chairman shall not be a current member of the Society or the Council. The majority of the members of the Disciplinary Board shall be members of the Society of Lloyd’s.
		(2)Subject to paragraph (3), an appointment as a member of the Disciplinary Board or as Chairman or Deputy Chairman shall be for a term not exceeding three years, but may be renewed by the Council from time to time.
		(3)If a member of the Disciplinary Board is engaged in the conduct of disciplinary proceedings which have not been concluded at the date that his term of office would otherwise expire, he shall continue to be a member, but unless his appointment is renewed under sub-paragraph (2) his membership shall continue only for the purposes of those disciplinary proceedings.
		(4)The quorum for the Disciplinary Board shall be at least three members and shall include a majority of members of the Society. Decisions of the Disciplinary Board shall be by a majority of votes cast.
Revocation and suspension of membership
	4.	(1)The Council may revoke the appointment of any member of the Disciplinary Board who was a member of the Society when appointed but who subsequently ceases to be a member of the Society.
		(2)The Council shall revoke the appointment of any member of the Disciplinary Board:
	(a)	against whom an adverse verdict has been reached in disciplinary proceedings under Lloyd’s Acts 1871 to 1982 or any byelaw made thereunder;
	(b)	against whom disciplinary proceedings under Lloyd’s Acts 1871 to 1982 or any byelaw made thereunder might, in the opinion of the Council, have been taken if such member was subject to the disciplinary jurisdiction of the Society pursuant to the Misconduct and Penalties Byelaw (No. 30 of 1996);
	(c)	who has been, by any court of competent jurisdiction, convicted of any crime or made the subject of a finding in any judgment in civil proceedings which, in the opinion of the Council, involves discreditable conduct and such conviction or finding has not to the Council’s knowledge been set aside on appeal or otherwise;
	(d)	who has been found guilty of misconduct by any professional body which in the opinion of the Council, involves discreditable conduct and such finding has not to the Council’s knowledge been set aside on appeal or otherwise;
	(e)	who has been adjudicated bankrupt or adjudicated or declared insolvent by the due process of law of the United Kingdom or elsewhere, or who has made any arrangement or composition with his creditors or who has otherwise acknowledged his inability to pay his debts; or
	(f)	who is unable by virtue of his physical or mental health to discharge his duties, in the opinion of the Council, having regard to any available advice of a qualified medical practitioner.
		(3)The Council shall suspend the appointment of any member of the Disciplinary Board:
	(a)	against whom disciplinary proceedings are pending under Lloyd’s Acts 1871 to 1982 or any byelaw made thereunder; or
	(b)	who has been suspended pursuant to any byelaw made under Lloyd’s Act 1982.
Conflicts of interest
  5. No member of the Disciplinary Board or a Disciplinary Tribunal shall take part in any matter referred to it if the circumstances are such that there would be a real danger of bias on his part or if he:
	(a)	has any material financial interest in the matter;
	(b)	inquired, or was a member of any inquiry or investigating committee which inquired, into the matter; or
	(c)	was present at any meeting of the Council or any committee thereof at the time when any report was presented or discussion took place as to whether disciplinary proceedings should be brought in respect of the matter.
Disciplinary Proceedings
	6.	(1)If the Council considers that a person has committed an act of misconduct, it may institute disciplinary proceedings against that person before the Disciplinary Committees.
		(2)The rules set out in Schedule 2 to this byelaw (Lloyd’s Disciplinary Rules) shall govern the bringing of and conduct of disciplinary proceedings before the Disciplinary Committees.
Revocations and amendments
  7. The provisions of Schedule 3 to this byelaw (Revocations and Amendments) shall have effect.
Commencement and application
	8.	(1)This byelaw shall come into force on 7 August 1996.
		(2)This byelaw shall apply to all disciplinary proceedings which are instituted after it comes into force.
Schedule 1—Interpretation
  In this byelaw, unless the context otherwise requires, the following expressions have the following meanings:
“Appeal Tribunal” means the Appeal Tribunal established by the Appeal Tribunal Byelaw (No. 32 of 1996, 420);
“Chairman” means the Chairman of the Disciplinary Board;
“Deputy Chairman” means the Deputy Chairman of the Disciplinary Board;
“Disciplinary Committees” means the Disciplinary Committees of the Society referred to in paragraph 2 of this byelaw;
“Disciplinary Board” means the Disciplinary Board established pursuant to paragraph 3 of this byelaw;
“Disciplinary Tribunal” means a Disciplinary Tribunal established pursuant to the Rules set out in Schedule 2 to this byelaw;
“misconduct” means misconduct as defined in any byelaws made under Lloyd’s Acts 1871 to 1982.
Schedule 2—Lloyd’s Disciplinary Rules
Part 1—General
1. Institution of Proceedings
  1.1 If the Council considers that a person subject to the disciplinary jurisdiction of the Society has committed an act of misconduct, it may institute disciplinary proceedings against that person (“the defendant”). Disciplinary proceedings shall be instituted in the name of the Council. The Council shall decide whether the matter is to be dealt with by way of fixed penalty proceedings, summary proceedings or formal proceedings and the provisions of Parts 2, 3 and 4 shall respectively apply thereto and Part 5 shall apply with respect to summary or formal proceedings.
  1.2 Rules 1–6 shall apply generally to all disciplinary proceedings.
2. Disciplinary Tribunal
  2.1 As soon as practicable after the service of a Defence or the time limited for service of a Defence, the Disciplinary Board shall appoint a Chairman of the Disciplinary Tribunal (the “Tribunal Chairman”) and at the same time, or as soon as practicable thereafter, a tribunal (“the Disciplinary Tribunal”) to hear the disciplinary proceedings.
Role of Chairman
  2.2 The Tribunal Chairman shall sitting without the other members of the Disciplinary Tribunal be responsible for the conduct of the disciplinary proceedings prior to the commencement of the hearing of the charges, unless in his sole discretion he considers it necessary or desirable that the matter be heard by the Disciplinary Tribunal fully constituted as a whole.
Composition
  2.3 The Disciplinary Tribunal shall consist of three people, one of whom shall be the Tribunal Chairman and two of whom shall be members of the Society. Of these members of the Society, one shall be a working member and one shall be an external member unless there is reason for the Disciplinary Tribunal not to be so comprised. The Tribunal Chairman shall be a qualified lawyer of at least ten years’ standing or a person who holds or has held judicial office.
Prompt Notice of Appointment
  2.4 The Disciplinary Board shall promptly give the Representative of the Council and the defendant notice of the membership of the Disciplinary Tribunal, and in the event that its appointment does not include one working member and one external member, its reasons for not including any such member.
Objections to Members of a Tribunal
  2.5 The defendant may object to any person being a member of the Disciplinary Tribunal on any reasonable grounds. Any objection shall be made by giving notice of the objection, stating the reasons for it either:
	(a)	to the Disciplinary Board within 7 days of receiving notice of that person’s membership. If the Disciplinary Board is satisfied that the objection is properly made, it shall retire that person from the Disciplinary Tribunal and select another in his place, and notify the Representative of the Council and the defendant accordingly; or
	(b)	at any time thereafter to the Disciplinary Tribunal. If the Disciplinary Tribunal is satisfied that the objection is properly made it shall remit the matter to the Disciplinary Board to enable the retirement of that person from the Disciplinary Tribunal and selection of another in his place, and the Disciplinary Board shall notify the Representative of the Council and the defendant accordingly.
Majority Decisions
  2.6 Decisions of the Disciplinary Tribunal shall be by a majority.
Revocation of Appointment
  2.7 The Disciplinary Board shall revoke the appointment of any member of a Disciplinary Tribunal on any of the grounds set out in paragraph 4(2) or (3) of the Disciplinary Committees Byelaw (No. 31 of 1996, 419).
3. General
Power to Determine Procedure
  3.1.1 Subject to these Rules, the Disciplinary Board or a Disciplinary Tribunal shall have power to determine the conduct of proceedings before it in such manner as it considers appropriate.
  3.1.2 Unless otherwise stated, the provisions of Rules 3.2 to 5 below regarding proceedings before a Disciplinary Tribunal apply also to any proceedings before the Disciplinary Board.
Burden of Proof
  3.2 The burden of proof in all disciplinary proceedings before a Disciplinary Tribunal shall be on the Council unless otherwise provided in these Rules or in the byelaws.
Standard of Proof
  3.3 The standard of proof required in disciplinary proceedings is the standard of proof applicable in civil cases.
Admissions of Fact
  3.4 If the defendant admits any fact or matter it shall be treated as proved against him.
Admissibility of Evidence
  3.5 A Disciplinary Tribunal shall not be bound by any enactment or rule of law relating to the admissibility of evidence in proceedings before any court of law. Without prejudice to the generality of this Rule, a Disciplinary Tribunal may admit in evidence:
	(a)	transcripts of the evidence given by the defendant in any inquiry under byelaws made under Lloyd’s Acts 1871 to 1982; and
	(b)	evidence from any person who, for good reason, is not called as a witness at the hearing.
Findings of Fact by other bodies
  3.6 The findings of fact of any court of competent jurisdiction or of any committee or tribunal of any statutory, professional body or body exercising a regulatory or disciplinary jurisdiction, whether within the United Kingdom or elsewhere, which have not been set aside on appeal or otherwise, shall be prima facie evidence of the facts so found. A criminal conviction of the defendant by any such court, which has not been set aside on appeal or otherwise, shall be conclusive evidence of the commission of the offence in question.
Oaths
  3.7 A Disciplinary Tribunal may administer oaths in accordance with section 7(4)(a) of Lloyd’s Act 1982.
Provision of Material
  3.8 A Disciplinary Tribunal may require any person subject to the disciplinary jurisdiction of the Society, whom it considers may provide material documents or evidence in connection with any disciplinary proceedings, to make such documents or evidence available to it and to the parties in such manner as it considers appropriate.
Amendment of Documents
  3.9 A Disciplinary Tribunal may permit the amendment of any document served by the parties (including, for the avoidance of doubt, amendment of the misconduct alleged in any document) on such terms as it thinks fit.
Discontinuance
  3.10 The Council may at any stage discontinue the disciplinary proceedings by serving a notice to that effect on the defendant with a copy to the Disciplinary Tribunal. The disciplinary proceedings shall thereupon be concluded save for any question of costs.
Joinder
  3.11 Where disciplinary proceedings are brought against two or more persons in matters considered by the Council to be related, the Council may (subject to Rule 3.12 below) require that a single Disciplinary Tribunal hears the proceedings.
Severance
  3.12 A Disciplinary Tribunal may instruct that disciplinary proceedings against two or more defendants shall be heard separately, or at the same time, or that a hearing of a particular issue be stayed until the determination of another issue.
Assessors
  3.13 At any time prior to the substantive hearing of the disciplinary proceedings, a Disciplinary Tribunal may appoint an assessor on such terms as it thinks fit to assist in the hearing and determination of the proceedings. An assessor shall be entitled to such remuneration and expenses from the Society as the Council may determine.
Time—Holidays
  3.14 If any period specified by these Rules expires on a Saturday, Sunday, bank holiday, Christmas Day or Good Friday, it will be extended to the next day which is not such a day.
Time—Extension
  3.15 A Disciplinary Tribunal may, if it considers it appropriate, extend any period within which a party is required by these Rules to do any act in connection with proceedings before it.
Time—Notice
  3.16 If the defendant makes any request to extend any time limit under Rule 3.15 above he shall at the same time notify the Representative of the Council of that request.
Penalties and Costs
  3.17 If the Disciplinary Board or a Disciplinary Tribunal makes any finding of misconduct against the defendant, it may impose any penalty permitted by the byelaws as it considers appropriate.
Costs
  3.18.1 A Disciplinary Tribunal may order any party to the proceedings to pay costs and, if so, shall determine the amount of those costs.
  3.18.2 Costs may include the remuneration and expenses of members of the Disciplinary Tribunal and assessors, administration costs including legal costs and other expenses incurred in connection with the proceedings and the Society’s own costs incurred in the investigation, preparation and presentation of the case.
4. Miscellaneous
Failure to Attend
  4.1 If a defendant fails to attend any hearing before a Disciplinary Tribunal and the Disciplinary Tribunal is not satisfied that he has a reasonable excuse for his absence, it may proceed in his absence.
Failure to Comply
  4.2 The Disciplinary Tribunal may, in the event of the failure of a party to comply with any instruction of the Disciplinary Tribunal, take such reasonable action it considers appropriate, including an award of costs against that party.
Representatives—Council
  4.3 The Council shall appoint the Representative of the Council to conduct on its behalf the disciplinary proceedings (including any settlement negotiations). The Representative of the Council may instruct a qualified lawyer. The defendant and the Disciplinary Board shall be informed of the name of the Representative of the Council at the time of service of the Notice or upon any subsequent change in that appointment.
Representatives—Defendant
  4.4 The defendant may be represented at hearings before a Disciplinary Tribunal by a qualified lawyer.
Representatives—Notification
  4.5 The Representative of the Council and the defendant shall notify the Disciplinary Tribunal and the other party of any representative he appoints as soon as reasonably practicable and in any event not less than 14 days prior to the commencement of the hearing.
Notice—in writing
  4.6 Any notice required to be given by these Rules shall be in writing.
Notice—method of service
  4.7 Any notice shall be given and service of documents pursuant to these Rules shall be effected by:
	(a)	post to the proper address;
	(b)	fax;
	(c)	leaving the document at the proper address; or
	(d)	personal service.
Notice—address
  4.8 The proper address of any person is:
	(a)	in the case of an individual, his business address or his usual or last known home address;
	(b)	in the case of a partnership, its principal or last known place of business in the United Kingdom;
	(c)	in the case of a body corporate, its registered office or principal office in the United Kingdom;
	(d)	in the case of the Council, the Representative of the Council, at his business address;
	(e)	in the case of the Disciplinary Board or a Disciplinary Tribunal, the Secretary of the Disciplinary Committees;
	(f)	in the case of the Representative of the Council, at his business address;
	(g)	the business address of the qualified lawyer, if any, who is acting for that person in the matter in connection with which the service of the document in question is to be effected.
Notice—deeming provisions
	4.9	(a)Where notice is given or service is effected by post and the document is proved to have been posted, the document in question shall be presumed to have been delivered 72 hours from the time of posting and the date of notification or service shall be construed accordingly.
		(b)Where notice is given or service is effected by fax, it shall be confirmed by the delivery or posting of a copy of the fax to the party to whom the fax was addressed and the date of notification or service shall be presumed to be the date of the fax transmission.
		(c)Where notice is given or service is effected by leaving the document at the proper address of the person to be served, the date of notification or service shall be the date on which the document was left.
  4.10 The provisions of Rules 4.6 to 4.9 above are without prejudice to any applicable provisions of any byelaw regarding the service of documents or notices, to which they shall be regarded as alternative.
5. The Human Rights Act 1998
  A Disciplinary Tribunal and the Disciplinary Board may apply, adapt or waive any rule relating to the conduct of the proceedings before them, so as to give effect to the Human Rights Act 1998.
6. Definitions
  6.1 These Rules form part of the Disciplinary Committees Byelaw (No. 31 of 1996) and, subject to Rule 6.2 below shall be interpreted accordingly.
  6.2 In these Rules, unless the context otherwise requires:
“Disciplinary Board” means the Disciplinary Board established pursuant to paragraph 3 of the Disciplinary Committees Byelaw (No. 31 of 1996, 419).
“Disciplinary Tribunal” means a Disciplinary Tribunal established pursuant to Rule 2.1. above.
“misconduct” means misconduct as defined in any byelaw made under Lloyd’s Acts 1871 to 1982.
“person subject to the disciplinary jurisdiction of the Society” means a person subject to the disciplinary jurisdiction of the Society as specified in the Misconduct and Penalties Byelaw (No. 30 of 1996, 418).
“qualified lawyer” means a barrister or a solicitor, holding a full practising certificate.
“Representative of the Council” means the individual appointed by the Council to conduct the disciplinary proceedings pursuant to Rule 4.3 above.
“Notice” means a Notice served under Rules 7.1, 10.1 or 18.1 below.
Part 2—Fixed Penalty Proceedings
7. Institution of Fixed Penalty Proceedings
  7.1 Fixed Penalty proceedings shall be instituted by service of a Notice on the defendant. The Notice shall:
	(a)	state that the matter is to be dealt with by way of fixed penalty proceedings;
	(b)	set out the alleged misconduct;
	(c)	set out the facts and matters relied on;
	(d)	state the amount of the fixed penalty; and
	(e)	be accompanied by a copy of the Disciplinary Committees Byelaw (No. 31 of 1996, 419).
  7.2 The Council shall send the Disciplinary Board a copy of the Notice served under Rule 7.1 above at the same time as serving the Notice on the defendant.
  7.3 Where disciplinary proceedings are instituted against an individual, the Council may serve a copy of the Notice on his employer, his firm or any company of which he is a director, and upon his employer, firm or company at the time of the alleged misconduct.
8. Conduct of Proceedings
  8.1 The Council shall serve on the defendant together with the Notice a statement that within 14 days the defendant may choose not to contest the Notice and agree to pay the fixed penalty, or to contest the Notice in which case the disciplinary proceedings will continue against him as summary proceedings in accordance with these Rules.
  8.2 Within 14 days following service of a Notice, the defendant may serve a notice on the Council stating that he agrees to pay the fixed penalty and does not contest the Notice. In this event a copy of the Notice and the notice served by the defendant shall be submitted to the Disciplinary Board, who shall issue a decision accordingly imposing the fixed penalty. No order for costs shall be made. A copy of the decision shall be served on the parties. The decision shall take effect immediately and the disciplinary proceedings will thereupon be concluded.
  8.3 If no notice under Rule 8.2 above is served within 14 days of service of a Notice, then:
	(a)	the Council shall serve on the defendant copies of all documents referred to in the Notice and a copy of the Disciplinary Committees Byelaw (No. 31 of 1996, 419);
	(b)	the disciplinary proceedings shall continue as summary proceedings in accordance with these Rules, save that:
	(i)	the time for service of the Defence shall be 14 days from service of the documents pursuant to (a) above; and
	(ii)	Part 5—Settlements shall not apply to summary proceedings which were commenced as fixed penalty proceedings.
9. Publication of Findings
  9.1 Subject to Rule 9.2 below the Council may publish any decision of the Disciplinary Board made pursuant to Rule 8.2 above.
  9.2 The Council may direct that a defendant in respect of whom the Disciplinary Board has made a finding of misconduct, publish that finding in whatever form and manner the Council considers appropriate.
  9.3 No publication shall take place earlier than the date on which a decision takes effect, unless the defendant otherwise agrees.
Part 3—Summary Proceedings
10. Institution of Summary Proceedings
  10.1 Summary proceedings shall be instituted by service of a Notice on the defendant. The Notice shall:
	(a)	state that the matter is to be dealt with by summary proceedings;
	(b)	set out the alleged misconduct;
	(c)	set out the facts and matters relied on; and
	(d)	be accompanied by copies of all documents referred to and a copy of the Disciplinary Committees Byelaw (No. 31 of 1996, 419).
  10.2 The Council shall send the Disciplinary Board a copy of the Notice and any documents served under Rule 10.1 above at the same time as serving the Notice on the defendant.
  10.3 Where disciplinary proceedings are instituted against an individual, the Council may serve a copy of the Notice on his employer, his firm or any company of which he is a director, and upon his employer, firm or company at the time of the alleged misconduct.
11. Conduct of Summary Proceedings
  11.1 Within 28 days of service of a Notice of summary proceedings, the defendant shall serve on the Disciplinary Board in writing with a copy to the Council:
	(a)	a statement that he admits the misconduct and facts and matters alleged in the Notice; or
	(b)	a document (‘the Defence’) stating:
	(i)	whether he denies the misconduct alleged in the Notice;
	(ii)	which (if any) of the facts and matters alleged in the Notice are challenged; and
	(iii)	any other facts and matters which are relied on.
  11.2 The Defence shall be accompanied by copies of any documents referred to which are additional to the documents served under Rule 10.1 or Rule 11.1 above.
  11.3 The defendant may apply to the Disciplinary Board for an extension to the time period set out in Rule 11.1 above and the Disciplinary Board may, in its sole discretion, extend that time period. If the defendant makes any request to extend any time limit under this Rule he shall at the same time notify the Representative of the Council of that request.
12. Summary Proceedings in default of a defence
  12.1 Rules 12.2 to 12.5 below apply to summary proceedings where no Defence is served.
  12.2 The misconduct alleged in the Notice and the facts and matters set out therein shall be deemed to be admitted by the defendant if he has not notified the Disciplinary Board otherwise and served a Defence within 28 days of service of the Notice and the Disciplinary Tribunal shall issue findings accordingly and serve a copy on each of the parties.
  12.3 A defendant may apply to the Disciplinary Tribunal to set aside findings against him pursuant to Rule 12.2 above and for leave to serve a Defence. The Disciplinary Tribunal shall grant the application if it is satisfied that it is necessary in the interests of justice to do so. Any such application shall be made within 7 days of the date of service of the findings on the defendant.
  12.4 Within 7 days of the later of:
	(a)	the service of findings under Rule 12.2 above; or
	(b)	the refusal of an application under Rule 12.3 above to set aside such findings;
each party shall:
	(i)	serve on the Disciplinary Tribunal and the other party any written submissions as to penalties or costs; and
	(ii)	notify the Disciplinary Tribunal and the other party if it intends to make any oral submissions as to penalties or costs, in which case the Disciplinary Tribunal shall arrange a hearing for that purpose.
A party may serve written submissions in reply to the Disciplinary Tribunal and the other party within 7 days of service of the other party’s written submissions.
  Either party may refer in its submissions to any previous misconduct admitted by or proved against the defendant, or any finding regarding the defendant of any other regulatory body or any Court of competent jurisdiction whether within the United Kingdom or elsewhere, and the Disciplinary Tribunal may take such matters into account.
  12.5 The Disciplinary Tribunal shall notify the parties of its decision in accordance with Rule 16.1 below.
13. Contested Summary Proceedings
  13.1 Rules 13.2 to 13.7 below apply to summary proceedings where a Defence has been served under Rule 11.1 above or pursuant to leave given under Rule 12.3 above.
  13.2 Within 14 days of service of the Defence, the Council shall serve on the defendant:
	(a)	any written statement of Reply to the Defence and any further written submissions;
	(b)	copies of all additional documents referred to; and
	(c)	a copy of any statement of evidence relief on, signed by the witness verifying its accuracy.
  13.3 Within 14 days of the earlier of the time limited for service under Rule 13.2 above or confirmation by the Council that it has no, or no further, documents to be served under that Rule, the defendant shall serve on the Council:
	(a)	any further written submissions;
	(b)	copies of all additional documents referred to; and
	(c)	a copy of any statement of evidence relied on, signed by the witness verifying its accuracy.
  13.4 The parties’ submissions shall include submissions as to penalties (save in the case of misconduct where the penalty is fixed by byelaw) and costs. Either party may refer in its submissions to any previous misconduct admitted by or proved against the defendant, or any finding regarding the defendant of any other regulatory body or any Court of competent jurisdiction whether within the United Kingdom or elsewhere, and the Disciplinary Tribunal may take such matters into account. These submissions as to penalties and costs shall be set out separately from the parties’ other submissions and shall not be put before and considered by the Disciplinary Tribunal until after a decision has been made as to the alleged misconduct.
  13.5 Summary proceedings shall be dealt with on the basis of written submissions and documents unless the defendant makes a written request for an oral hearing. Such request shall be made not later than the time limited for the service of the defendant’s written submissions under Rule 13.3 above and shall set out the defendant’s submissions why an oral hearing is required. The Disciplinary Tribunal shall grant the request only if it is satisfied that an oral hearing is necessary in the interests of justice. Rules 13.6 and 13.7 below shall apply if an oral hearing is held.
  13.6 The hearing shall be in private unless the defendant requires a public hearing. In such a case the Disciplinary Tribunal may in its discretion direct that any part of the hearing shall take place in private if in its opinion this is necessary in the interests of justice.
  13.7 The Disciplinary Tribunal shall have power to determine the conduct of the hearing in such manner as it considers appropriate subject to the following:
	(a)	the Council shall open the case and shall have the right to call witnesses and adduce other evidence of any facts and matters set out in the Notice and the Reply;
	(b)	the defendant shall have the right to address the Disciplinary Tribunal and to call witnesses and adduce other evidence of any facts and matters set out in the Defence;
	(c)	both parties shall have the right to cross examine and re-examine witnesses who are called and such witnesses may also be questioned by the Disciplinary Tribunal;
	(d)	the Council and the defendant shall each have the right to make a final address provided that the defendant shall have the right to address the Disciplinary Tribunal last.
14. Directions
  14.1 Subject to Rule 13.7 above the Disciplinary Tribunal may make any directions it considers appropriate varying or supplementing the above procedure, including provision for further written submissions.
  14.2 If at any time prior to its decision it appears to the Disciplinary Tribunal that the gravity of the matter may be such that the proceedings would be more appropriately dealt with by way of formal proceedings, it may:
	(a)	order that the proceedings shall continue as formal proceedings;
	(b)	after hearing the parties, make such consequential directions as it considers appropriate having regard to Rules 22.1 to 22.4 below;
	(c)	make provision for the costs of the summary proceedings.
15. The Disciplinary Tribunal’s Decision
  15.1 The Disciplinary Tribunal shall issue its decision as to misconduct and any penalties or orders as to costs and serve a copy on the defendant, with a copy to the Council and to the Chairman of the Disciplinary Board. Subject to Rule 15.2 below, the Disciplinary Tribunal need not, but may in its sole discretion decide to, at the same time give reasons for its decision. If the decision is adverse to the defendant, the Disciplinary Tribunal shall at the same time notify the defendant of any right of appeal under the Appeal Tribunal Byelaw (No. 32 of 1996, 491) and provide the defendant with a copy of the byelaw.
  15.2 The Disciplinary Tribunal shall, if it decides to, give reasons for its decision or upon the written request of either party, made no later than 14 days of the date on which its decision was served on the defendant, state in writing:
	(a)	the reasons for any findings as to misconduct, setting out all findings of fact made by it; and
	(b)	the reasons for any penalties imposed or orders as to costs made.
16. Effect of the Decision
  16.1 Unless otherwise stated in the decision, the decision of a Disciplinary Tribunal shall take effect 14 days from the latest of:
	(a)	the date of service of the decision;
	(b)	the date of service of the written statement pursuant to Rule 15.2 above;
	(c)	the determination of any application under Rule 12.3 above; or
	(d)	the decision of the Appeal Tribunal on an application for leave to appeal.
  16.2 If the defendant exercises any right of appeal under and in accordance with the Appeal Tribunal Byelaw (No. 32 of 1996, 420) the Disciplinary Tribunal’s decision shall not take effect pending the determination of the appeal.
  16.3 Disciplinary proceedings shall not be treated as finally concluded until the decision of the Disciplinary Tribunal takes effect.
17. Publication of Decision
  17.1 Subject to Rule 17.2 below, the Council may publish a decision of the Disciplinary Board or a Disciplinary Tribunal and any written statement made under Rule 15.2 above and shall do so if:
	(a)	the decision includes a finding of misconduct in respect of the defendant;
	(b)	the hearing was held in public; or
	(c)	the defendant requires the Council to do so.
  17.2 The Council may withhold publication of all or any part of any decision of the Disciplinary Board or a Disciplinary Tribunal or any written statement made under Rule 15.2 above where in the opinion of the Council:
	(a)	the decision relates to misconduct of an administrative nature; or
	(b)	it should do so because of exceptional regulatory reasons; or
	(c)	the interests of justice so require.
  17.3 The Council may direct that a defendant in respect of whom the Disciplinary Board or a Disciplinary Tribunal has made a finding of misconduct, publish that finding in whatever form and manner the Council considers appropriate.
  17.4 If the hearing was not held in public, no publication shall take place earlier than the date on which a decision takes effect, unless the defendant agrees.
Part 4—Formal Proceedings
18. Institution of Formal Proceedings
  18.1 Formal proceedings shall be instituted by service of a Notice on the defendant. The Notice shall:
	(a)	state that the matter is to be dealt with by formal proceedings;
	(b)	set out the alleged misconduct;
	(c)	set out the facts and matters relied on; and
	(d)	be accompanied by copies of all documents referred to and a copy of the Disciplinary Committees Byelaw (No. 31 of 1996, 419).
  18.2 The Council shall send the Disciplinary Board a copy of the Notice and any documents served under Rule 18.1 above at the same time as serving the Notice on the defendant.
  18.3. Where disciplinary proceedings are instituted against an individual, the Council may serve a copy of the Notice on his employer, his firm or any company of which he is a director, and upon his employer, firm or company at the time of the alleged misconduct.
19. Conduct of Formal Proceedings
  19.1 Within 28 days of service of a Notice of formal proceedings, the defendant shall serve on the Disciplinary Board in writing with a copy to the Council:
	(a)	a statement that he admits the misconduct and facts and matters alleged in the Notice; or
	(b)	a document (“the Defence”) stating:
	(i)	whether he denies the misconduct alleged in the Notice;
	(ii)	which (if any) of the facts and matters alleged in the Notice are challenged; and
	(iii)	any other facts and matters relied on.
  19.2 The Defence shall be accompanied by copies of any documents referred to which are additional to the documents served under Rule 18.1 or Rule 19.1 above.
  19.3 The defendant may apply to the Disciplinary Board for an extension to the time period set out in Rule 19.1 above and the Disciplinary Board may, in its sole discretion, extend that time period. If the defendant makes any request to extend any time limit under this Rule he shall at the same time notify the Representative of the Council of that request.
20. Formal Proceedings in default of a defence
  20.1 Rules 20.2 to 20.5 below apply to formal proceedings where no Defence is served.
  20.2 The misconduct alleged in the Notice and the facts and matters set out therein shall be deemed to be admitted by the defendant if he has not notified the Disciplinary Board otherwise and served a Defence within 28 days of service of the Notice and the Disciplinary Tribunal shall issue findings accordingly and serve a copy on each of the parties.
  20.3 A defendant may apply to the Disciplinary Tribunal to set aside findings against him pursuant to Rule 20.2 above and for leave to serve a Defence. The Disciplinary Tribunal shall grant the application if it is satisfied that it is necessary in the interests of justice to do so. Any such application shall be made within 7 days of the date of service of the findings on the defendant.
  20.4 Within 7 days of the later of:
	(a)	service of findings under Rule 20.2 above; or
	(b)	the refusal of an application under Rule 20.3 above to set aside such findings
each party shall:
	(i)	serve on the Disciplinary Tribunal and the other party any written submissions as to penalties or costs; and
	(ii)	notify the Disciplinary Tribunal and the other party if it intends to make any oral submissions as to penalties or costs, in which case the Disciplinary Tribunal shall arrange a hearing for that purpose.
A party may serve written submissions in reply on the Disciplinary Tribunal and the other party within 7 days of service of the other party’s written submissions.
  Either party may refer in its submissions to any previous misconduct admitted by or proved against the defendant, or any finding regarding the defendant of any other regulatory body or any Court of competent jurisdiction whether within the United Kingdom or elsewhere, and the Disciplinary Tribunal may take such matters into account.
  20.5 The Disciplinary Tribunal shall notify the parties of its decision in accordance with Rule 23.1 below.
21. Contested Formal Proceedings
Preliminary Hearings
  21.1 Rules 21.2 to 21.7 below apply to formal proceedings where a Defence has been served under Rule 19.1 above or pursuant to leave given under Rule 20.3 above.
  21.2 The Disciplinary Tribunal shall hold a preliminary hearing within 14 days after its appointment. The Disciplinary Tribunal may hold further preliminary hearings from time to time.
  21.3 The purpose of the preliminary hearings shall be for the Disciplinary Tribunal to give such directions as it considers appropriate for the conduct of the proceedings. If appropriate, the directions may include:
	(a)	a requirement for service of a written statement of Reply to the Defence and other written submissions;
	(b)	a requirement that the parties exchange copies of all documents referred to in the written submissions or intended to be referred to at the hearing;
	(c)	a requirement that the parties exchange copies of all documents in their possession, custody or power upon which they rely in support of their case or of which they are aware and which to a material extent adversely affect their own case or support the other party’s case;
	(d)	a requirement that the parties provide each other with the names of all witnesses whose evidence is to be relied on at the hearing;
	(e)	a requirement that the parties exchange copies of written witness statements setting out the substance of the evidence such witnesses will give, signed by the witness and verifying its accuracy;
	(f)	a direction that any witness statements shall stand as the evidence-in-chief of the witness concerned unless the Disciplinary Tribunal orders otherwise;
	(g)	arrangements for the timing and location of the hearing and for a transcript to be made of the hearing.
  21.4 Preliminary hearings shall be dealt with by the Tribunal Chairman alone unless in his sole discretion he considers it necessary or desirable that the matter be heard by the Disciplinary Tribunal.
The Hearing
  21.5 There shall be an oral hearing before the Disciplinary Tribunal in accordance with Rules 21.6 and 21.7 below unless the parties agree that the proceedings may be determined on the basis of written submissions and documents.
  21.6 The hearing shall be in private unless the defendant requires a public hearing. In such a case the Disciplinary Tribunal may in its discretion direct that any part of the hearing shall take place in private if in its opinion this is necessary in the interests of justice.
  21.7 The Disciplinary Tribunal shall have power to determine the conduct of the hearing in such manner as it considers appropriate subject to the following:
	(a)	the Council shall open the case and shall have the right to call witnesses and adduce other evidence of any facts and matters set out in the Notice and the Reply;
	(b)	the defendant shall have the right to address the Disciplinary Tribunal and to call witnesses and adduce other evidence of any facts and matters set out in the Defence;
	(c)	both parties shall have the right to cross-examine and re-examine witnesses who are called and such witnesses may also be questioned by the Disciplinary Tribunal;
	(d)	the Council and the defendant shall each have the right to make a final address provided that the defendant shall have the right to address the Disciplinary Tribunal last.
  21.8 Subject to paragraph 21.7 above the Disciplinary Tribunal may make any directions it considers appropriate varying or supplementing the above procedure, including provision for further written submissions.
22. Findings, Penalties and Costs
  22.1 The Disciplinary Tribunal shall issue its findings regarding the alleged misconduct and serve a copy on the parties.
  22.2 The Disciplinary Tribunal may make such directions as it considers appropriate in relation to the procedure or time period applicable to any matters subsequent to the hearing.
  22.3 Within 7 days of service of the findings under Rule 22.1 above each party shall:
	(a)	serve on the Disciplinary Tribunal and the other party any written submissions as to penalties or costs; and
	(b)	notify the Disciplinary Tribunal and the other party if it intends to make any oral submissions as to penalties or costs, in which case the Disciplinary Tribunal shall arrange a hearing for that purpose.
Either party may refer in its submissions to any previous misconduct admitted by or proved against the defendant, or any finding regarding the defendant of any other regulatory body or any Court of competent jurisdiction whether within the United Kingdom or elsewhere, and the Disciplinary Tribunal may take such matters into account.
  22.4 Within 7 days of service of written submissions under Rule 22.3 above either party may serve written submissions in reply to the other party’s written submissions on the Disciplinary Tribunal and the other party.
  22.5 The Disciplinary Tribunal shall notify the parties of its decision in accordance with Rule 23.1 above.
23. The Disciplinary Tribunal’s Decision
  23.1 The Disciplinary Tribunal shall issue its decision as to misconduct and any penalties or orders as to costs and serve a copy on the defendant, with a copy to the Council and to the Chairman of the Disciplinary Board. Subject to Rule 23.2 below, the Disciplinary Tribunal need not, but may in its sole discretion decide to, give reasons for its decision. If the decision is adverse to the defendant, the Disciplinary Tribunal shall at the same time notify the defendant of any right of appeal under the Appeal Tribunal Byelaw (No. 32 of 1996, 420) and any right to apply to the Council under the Council Stage of Disciplinary Proceedings Byelaw (No. 33 of 1996) and provide the defendant with a copy of those byelaws.
  23.2 The Disciplinary Tribunal shall, if it decides to give reasons for its decision or upon the written request of either party made no later than 14 days of the date on which its decision was served on the defendant, state in writing:
	(a)	the reasons for any findings as to misconduct, setting out all findings of fact made by it; and
	(b)	the reasons for any penalties imposed or orders as to costs made.
24. Effect of the Decision
  24.1 Unless otherwise stated in the decision, the decision of a Disciplinary Tribunal shall take effect 14 days from the latest of:
	(a)	the date of service of the decision;
	(b)	the date of service of the written statement pursuant to Rule 23.2 above;
	(c)	the determination of any application under Rule 20.3 above; or
	(d)	the decision of the Appeal Tribunal on an application for leave to appeal.
  24.2 If the defendant exercises any right of appeal under and in accordance with the Appeal Tribunal Byelaw (No. 32 of 1996, 420) or any right to apply to the Council under and in accordance with the Council Stage of Disciplinary Proceedings Byelaw (No. 33 of 1996), the Disciplinary Tribunal’s decision shall not take effect pending the determination of the appeal or the decision of the Council.
  24.3 Disciplinary proceedings shall not be treated as finally concluded until the decision of the Disciplinary Tribunal takes effect.
25. Publication of Decision
  25.1 Subject to Rule 25.2 below the Council may publish a decision of the Disciplinary Board or a Disciplinary Tribunal and any written statement made under Rule 23.2 above and shall do so if:
	(a)	the decision includes a finding of misconduct in respect of the defendant; or
	(b)	the hearing was held in public; or
	(c)	the defendant requires the Council to do so.
  25.2 The Council may withhold publication of all or any part of any decision of the Disciplinary Board or a Disciplinary Tribunal or any written statement made under Rule 23.2 above where in the opinion of the Council:
	(a)	it should do so because of exceptional regulatory reasons; or
	(b)	the interests of justice so require.
  25.3 The Council may direct that a defendant in respect of whom the Disciplinary Board or a Disciplinary Tribunal has made a finding of misconduct, publish that finding in whatever form and manner the Council considers appropriate.
  25.4 If the hearing was not held in public, no publication shall take place earlier than the date on which a decision takes effect, unless the defendant agrees.
Part 5—Settlements
26. Settlements
  26.1 The provisions of Part 5 apply to proceedings which were commenced as summary proceedings or formal proceedings.
  26.2 The Council may serve on the defendant a statement of:
	(a)	the penalties which the Council considers would be appropriate; and
	(b)	any order as to costs which the Council considers would be appropriate.
Any statement served under this paragraph shall not be placed before the Disciplinary Board except pursuant to Rule 26.17(b) below.
  26.3 The defendant may enter into negotiations with the Representative of the Council regarding a settlement of the proceedings at any time by submitting to the Representative of the Council written proposals for settlement.
  26.4 Any agreement between the defendant and the Representative of the Council regarding proposed terms of settlement shall be in writing and include a statement of the agreed facts and the penalties and/or costs orders to be made.
Procedure for Settlement Before the Disciplinary Board
  26.5 Any proposed terms of settlement which are agreed prior to the appointment of the Disciplinary Tribunal shall be submitted to the Disciplinary Board for its consideration.
  26.6 The Disciplinary Board may approve or decline to approve the settlement in its absolute discretion. If it considers it appropriate, it may suggest modifications to the terms of settlement for the parties’ consideration. For the purpose of considering the terms of settlement it may require the parties to appear before it.
  26.7 If the Disciplinary Board approves the settlement, it shall issue a decision as to misconduct, penalties and costs which gives effect to the settlement and shall notify the parties accordingly. Its decision shall take effect immediately unless otherwise stated.
  26.8 If the Disciplinary Board declines to approve the settlement, it shall notify the parties accordingly.
Procedure for Settlement Before the Disciplinary Tribunal
  26.9 Any proposed terms of settlement which are agreed subsequent to the appointment of the Disciplinary Tribunal shall be submitted to the Disciplinary Tribunal for its consideration.
  26.10 Following the appointment of a Disciplinary Tribunal, but before the commencement of a hearing of the substantive issues, if the parties decide to agree a settlement they shall inform the Disciplinary Tribunal immediately and obtain a date for the hearing before the Disciplinary Tribunal for consideration of that settlement.
  26.11 Where the application is made pursuant to Rule 26.10 above, the parties must:
	(a)	Except in simple cases where the circumstances do not merit it or when the Disciplinary Tribunal otherwise directs, submit a written statement containing any material facts which (for the purposes of the application) are either agreed or not opposed (by either party); and
	(b)	Specify in the written statement (or, if none, a separate document) the penalty and costs which the parties will invite the Disciplinary Tribunal to order.
  26.12 Any document referred to in Rule 26.11 above must be submitted to the Disciplinary Tribunal not less than 2 clear days before the day fixed for hearing of the settlement in Rule 26.10 above.
  26.13 The Disciplinary Tribunal may approve or decline to approve the settlement and the proposed penalties and costs in its absolute discretion.
  26.14 If the Disciplinary Tribunal approves the settlement, it shall issue a decision as to misconduct, penalties and costs which gives effect to the settlement and shall notify the parties accordingly. Its decision shall take effect immediately unless otherwise stated.
  26.15 If the Disciplinary Tribunal declines to approve the settlement, it shall:
	(a)	notify the parties accordingly; and
	(b)	disqualify itself from further proceedings.
Confidentiality
  26.16 All matters relating to settlement before the Disciplinary Board and Disciplinary Tribunal shall be treated as confidential and (subject to Rule 26.20) shall not be relied upon in disciplinary proceedings to which they relate.
Publication of Decision
  26.17 Subject to Rule 26.18 below the Council may publish the terms of settlement and shall do so if:
	(a)	the decision includes a finding or admission of misconduct in respect of the defendant; or
	(b)	the defendant requires the Council to do so.
  26.18 The Council may withhold publication of all or any part of any decision of the Disciplinary Board or a Disciplinary Tribunal or any written statement made under Rules 26.1 and 26.14 above where in the opinion of the Council:
	(a)	the decision relates to misconduct of an administrative nature; or
	(b)	it should do so because of exceptional regulatory reasons; or
	(c)	the interests of justice so require.
  26.19 The Council may direct that a defendant in respect of whom the Disciplinary Board or a Disciplinary Tribunal has made a finding of misconduct, publish that finding in whatever form and manner the Council considers appropriate.
  26.20 Any written settlement proposals which are expressly made on the basis that they may be taken into account on the question of costs shall be admissible on that question only.
  26.21 The Disciplinary Board or Disciplinary Tribunal may grant an extension of time for the submission of agreed terms of settlement if the Representative of the Council and the defendant so request in writing.]
NOTE
Schedule 3—Revocation and Amendments
  1. The Disciplinary Committees Byelaw (No. 10 of 1993) is revoked save in its application to any disciplinary proceedings commenced prior to the date that this byelaw comes into force.
  [2. […]
NOTE
420. Appeal Tribunal Byelaw No. 32 of 1996, 7 August 1996
COMMENCEMENT
  This byelaw came into force on 7 August 1996.
AMENDMENTS
  This byelaw was amended by
Appeal Tribunal (Amendment) Byelaw (No. 47 of 1996)
Major Syndicate Transactions Byelaw (No. 18 of 1997)
Central Accounting Byelaw (No. 20 of 1998)
Underwriting Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Revocation Byelaw (No. 16 of 1999)
Run-Off Years of Account (Revocation) Byelaw (No. 1 of 2000)
Assignment of Syndicate Participations (Second Nominations) Byelaw (No. 6 of 2000)
Intermediary Amendment Byelaw (No. 10 of 2000)
Annual Subscribers Byelaw (No. 15 of 2000)
Lloyd’s Brokers Byelaw (No. 17 of 2000)
Appeal Tribunal (Amendment) Byelaw (No. 22 of 2000)—see byelaw No. 22 of 2000, 421A
Fit and Proper Person Determination Byelaw (No. 23 of 2000)
Restitution Orders Byelaw (No. 24 of 2000).
EXPLANATORY NOTE
(This note is not part of the byelaw)
  This byelaw revokes and re-enacts with amendments the Appeal Tribunal Byelaw (No. 18 of 1995). The byelaw covers both appeals in disciplinary proceedings and appeals from decisions of the Council or the Committee.
  This note sets out the main changes made by the byelaw including the rules governing the appeal procedure, which are now set out separately in Schedule 2 (the “Lloyd’s Appeal Rules”):
	1.	All members of the Appeal Tribunal are required to be qualified lawyers of at least 10 years standing or people who hold or have held high judicial offices (paragraph 2(1)). In addition, the Council is now able to revoke the appointment of a member of the Appeal Tribunal in certain circumstances (paragraph 3).
	2.	The byelaw provides that a defendant has a right of appeal from a decision in disciplinary proceedings on any allegation of misconduct and/or any penalties and/or orders as to costs except that there is no right of appeal from a decision imposing a fixed penalty (which requires the defendant’s agreement under the provision of the Disciplinary Committees Byelaw) or regarding terms of settlement agreed to by a defendant. In addition, an appeal from a decision in summary proceedings or in default of service of the defence or in defualt of appearance at a hearing can only be made with the leave of the Appeal Tribunal.
	3.	There is a right of appeal under paragraph 7 of the byelaw in respect of the decisions of the Council or the Committees listed in Schedule 3. In these cases, the person concerned may request a statement of reasons for the decision of the Council or the Committee within 14 days of the decision before deciding whether to appeal. This changes the present system under which reasons are only given for such decisions after an appeal has been commenced by the defendant.
	4.	Schedule 2 to this byelaw sets out Lloyd’s Appeal Rules which govern the bringing of and conduct of all appeals or other proceedings before the Appeal Tribunal.
	5.	In all cases, appeals are by way of review, not rehearing. The grounds of appeal are that the body appealed from (i) made an error of law; (ii) took into account irrelevant matters or failed to take into account relevant matters or otherwise reached a decision so unreasonable that no reasonable body could have so decided, or (iii) failed to adopt a fair procedure in reaching its decision. It is provided that the Appeal Tribunal shall not be bound to allow an appeal unless it is of the opinion that substantial injustice has occurred. If an appeal succeeds, the matter will then be remitted to the body appealed from with such directions for re-hearing and determination as the Appeal Tribunal thinks fit.
	6.	An appeal is commenced when an appellant serves a Notice of Appeal on the Council together with a copy of the decision which has been appealed and, if applicable, the statement of reasons for the decision and the order giving leave to appeal.
	7.	The appellant must then serve a statement setting out the grounds of appeal and any factual matters relied on within 14 days of service of a Notice of Appeal. The Council may serve a reply within 14 days of service of the appellant’s statement.
	8.	The Council will appoint the Representative of the Council to conduct the appeal proceedings on its behalf (Rule 3.5).
	9.	There will be an oral hearing before the Appeal Tribunal unless the parties agree otherwise (Rule 6.1). The hearing is in private unless the appellant requires a public hearing (Rule 6.2).
The Council of Lloyd’s, in exercise of its powers under Lloyd’s Act 1982, by special resolution hereby makes the following byelaw.
Interpretation
  1. The provisions of Schedule 1 to this byelaw (Interpretation) shall have effect.
The Appeal Tribunal
	2.	(1)There shall be an Appeal Tribunal which shall consist of a President, a Deputy President and such other individual or individuals as the Council may from time to time appoint. Each member of the Appeal Tribunal shall be a qualified lawyer of at least ten years’ standing or a person who holds or has held high judicial office.
		(2)No person shall be appointed to the Appeal Tribunal who is:
	(a)	a person subject to the disciplinary jurisdiction of the Society;
	(b)	a member of the Council;
	(c)	a member of the Disciplinary Board; or
	(d)	a member of a Disciplinary Tribunal that has been involved in the matter referred to the Appeal Tribunal.
		(3)Subject to sub-paragraph (5), an appointment as President or Deputy President shall be for a term not exceeding 5 years, but may be renewed by the Council from time to time.
		(4)Any other individual appointed to the Appeal Tribunal shall be appointed for the purpose of hearing and determining, and for the duration of, a specified appeal or appeals or other proceedings.
		(5)If the President or Deputy President is engaged in a hearing which has not been concluded at the date that his term of office would otherwise expire, he shall continue to be a member, but unless his appointment is renewed under sub-paragraph (3) his membership shall continue only for the purposes of that hearing.
		(6)Each member of the Appeal Tribunal shall be entitled to such remuneration and expenses from the Society as the Council may determine.
Revocation of membership
  3. The Council shall revoke the appointment of any member of the Appeal Tribunal:
	(a)	against whom disciplinary proceedings under Lloyd’s Acts 1871 to 1982 or any byelaw made thereunder might, in the opinion of the Council, have been taken if such member was a person subject to the disciplinary jurisdiction of the Society pursuant to the Misconduct and Penalties Byelaw (No. 30 of 1996);
	(b)	who has been, by any court of competent jurisdiction, convicted of any crime or made the subject of a finding in any judgment in civil proceedings which, in the opinion of the Council, involves discreditable conduct and such conviction or finding has not to the Council’s knowledge been set aside on appeal or otherwise;
	(c)	who has been found guilty of misconduct by any professional body which, in the opinion of the Council, involves discreditable conduct and such finding has not to the Council’s knowledge been set aside on appeal or otherwise;
	(d)	who has been adjudicated bankrupt or adjudicated or declared insolvent by the due process of law of the United Kingdom or elsewhere, or who has made any arrangement or composition with his creditors or who has otherwise acknowledged his inability to pay his debts; or
	(e)	who is unable by virtue of his physical or mental health to discharge his duties, in the opinion of the Council having regard to any available advice of a qualified medical practitioner.
Conflicts of interest
  4. No one appointed to the Appeal Tribunal shall hear and determine an appeal if the circumstances are such that there would be a real danger of bias on his part or if he has any material financial interest in the matter referred to the Appeal Tribunal.
The hearing of appeals
	5.	(1)The Appeal Tribunal shall hear and determine all appeals brought pursuant to paragraphs 6 and 7 below.
		(2)The rules set out in Schedule 2 to this byelaw (Lloyd’s Appeal Rules) shall govern the bringing of and conduct of all appeals to or other proceedings before the Appeal Tribunal.
		(3)Subject to paragraph 4, each appeal or other matter shall be heard and determined by the President or Deputy President unless it is not reasonably practicable for them to do so. If the President and Deputy President are unable to hear the matter, the Council shall appoint a member of the Appeal Tribunal for this purpose pursuant to paragraph 2 above.
Rights of appeal in disciplinary proceedings
	6.	(1)Subject to this paragraph and the provisions of Schedule 2, a defendant shall have a right of appeal from a decision of a Disciplinary Tribunal on any allegation of misconduct and/or any penalties and/or orders as to costs.
		(2)A defendant shall have no right of appeal from a decision of the Disciplinary Board imposing a fixed penalty or approving or refusing to approve terms of settlement agreed to by the defendant.
		(3)An appeal from a decision as to misconduct, penalty or costs order in summary proceedings or in default of service of a defence or in default of appearance at an oral hearing shall only be made with the leave of the Appeal Tribunal.
		(4)The Council shall have no right of appeal to the Appeal Tribunal.
Other rights of appeal
  7. Subject to the provisions of Schedule 2, the persons referred to in paragraphs 2 and 3 of Schedule 3 (rights of appeal from decisions of the Council or the Committee) shall have a right of appeal from any decision of the Council or the Committee made under any of the provisions set out in paragraph 1 of Schedule 3 to this byelaw.
  [7A. A defendant shall have a right of appeal from any Order of a tribunal made pursuant to paragraph 5 of the Fit and Proper Person Determination Byelaw (No. 23 of 2000, 422). For the avoidance of doubt a defendant shall have no right of appeal in respect of such byelaws from a decision under that byelaw of the Disciplinary Board or a Tribunal refusing to approve terms of settlement agreed by the defendant.]
NOTE
  [7B. A defendant to Restitution Proceedings pursuant to the Restitution Orders Byelaw (No. 24 of 2000, 423) shall have the right of appeal from any order of a Restitution Tribunal made pursuant to paragraph 7 of the Restitution Byelaw but shall have no right of appeal from a decision of the Disciplinary Board or the Restitution Tribunal refusing to approve the terms of settlement of any Restitution Proceedings pursuant to the Lloyd’s Restitution Rules.]
NOTE
Statement of reasons
	8.	(1)Within 14 days of the date of a decision of the Council or the Committee, a person who has a right of appeal under paragraph 7 of this byelaw may request that the Council or the Committee shall:
	(a)	serve a statement setting out the reasons for the decision, if not already provided to him;
	(b)	identify all documents which were before it; and
	(c)	provide him with copies of any documents which were not previously provided to him.
		The Council or the Committee shall comply with the request within 7 days.
		(2)If the Council or the Committee acted upon confidential information or documents, particulars and copies of that information and of those documents may be omitted from the statement of reasons and documents served under this paragraph. In this event the Council or the Committee shall disclose to the person concerned the fact that such omission has been made.
Revocations and amendments
  9. The provisions of Schedule 4 to this byelaw (Revocations and Amendments) shall have effect.
Commencement and application
	10.	(1)This byelaw shall come into force on 7 August 1996.
		(2)This byelaw shall apply to all appeals to the Appeal Tribunal which commence after it comes into force.
Schedule 1—Interpretation
  In this byelaw, unless the context otherwise requires, the following expressions have the following meanings:
“Appeal Tribunal” means the Appeal Tribunal established by the Appeal Tribunal Byelaw (No. 32 of 1996, 420);
“Deputy President” means the Deputy President of the Appeal Tribunal;
“Disciplinary Board” means the Disciplinary Board established by the Disciplinary Committees Byelaw (No. 31 of 1996, 419);
“Disciplinary Tribunal” means a Disciplinary Tribunal appointed pursuant to Lloyd’s Disciplinary Rules set out in Schedule 2 to the Disciplinary Committees Byelaw (No. 31 of 1996, 419);
“fixed penalty” means a penalty set out in Schedule 2 to the Misconduct and Penalties Byelaw (No. 30 of 1996, 418);
“person subject to the disciplinary jurisdiction of the Society” means a person subject to the disciplinary jurisdiction of the Society as set out in the Misconduct and Penalties Byelaw (No. 30 of 1996, 418);
“President” means the President of the Appeal Tribunal;
“qualified lawyer” means a barrister or a solicitor, holding a full practising certificate.
Schedule 2—Lloyd’s Appeal Rules
The hearing of appeals
  1. These Rules govern the bringing of and conduct of all appeals to or other proceedings before the Appeal Tribunal pursuant to the Appeal Tribunal Byelaw, that is:
	(a)	appeals from, or applications for leave to appeal from, a decision of a Disciplinary Tribunal in disciplinary proceedings, pursuant to paragraph 6 of that byelaw; and
	(b)	appeals from [, or applications for leave to appeal from,] decisions of the Council or the Committee, pursuant to paragraph 7 of that byelaw.
NOTE
Grounds for appeal
  2. In any appeal under the Appeal Tribunal Byelaw, the Appeal Tribunal shall not substitute its own judgment for that of the body appealed from but shall consider only whether that body:
	(a)	made an error of law;
	(b)	took into account irrelevant matters or failed to take into account relevant matters or otherwise reached a decision so unreasonable that no reasonable body could have so decided; or
	(c)	failed to adopt a fair procedure in reaching its decision;
provided that the Appeal Tribunal shall not be bound to allow an appeal unless it is of the opinion that substantial injustice has occurred.
Commencement of an appeal
  3.1 An appeal shall be begun by service on the Council of a Notice of Appeal, which must be served within 14 days of the later of:
	(a)	the date of service on the appellant of the decision of the body appealed from;
	(b)	the date of service of a written statement giving reasons for that decision; or
	(c)	if leave is required, the date on which leave to appeal was granted.
The Notice of Appeal shall be accompanied by a copy of the decision which is being appealed and, if applicable, the statement of reasons for the decision and the order giving leave to appeal.
  3.2 The appellant shall send the Appeal Tribunal a copy of the Notice of Appeal and accompanying documents at the same time as serving the Notice on the Council.
  3.3 [As soon as practicable after] the receipt of the Notice of Appeal, the Appeal Tribunal shall give the appellant and the Council notice of the member of the Appeal Tribunal who shall hear and determine the appeal (“the appointed member”).
NOTE
  3.4 The appellant may object to the appointed member appointed to hear and determine the appeal on the ground that his appointment is in breach of paragraph 4 of the Appeal Tribunal Byelaw. Any objection shall be made by giving notice of the objection, stating the reasons for it, to the Appeal Tribunal within 7 days of receiving notice under rule 3.3 above. If the Appeal Tribunal is satisfied that the objection is properly made, that person shall retire from hearing that matter and another person shall be selected in his place, and the Council and the appellant shall be notified accordingly.
  3.5 The Council shall appoint the Representative of the Council to conduct the appeal proceedings on its behalf. The Representative of the Council may instruct a qualified lawyer. The appellant and the Appeal Tribunal shall be informed of the name of the Representative of the Council and of any subsequent change in that appointment.
  3.6 Within 14 days of service of a Notice of Appeal, the appellant shall serve on the Council, with a copy to the Appeal Tribunal, a statement setting out:
	(a)	the grounds of appeal; and
	(b)	any facts or matters relied on.
  3.7 The Council may serve a reply within 14 days of service by the appellant of the statement pursuant to Rule 3.6 and shall send a copy of such reply to the Appeal Tribunal.
  3.8 At any time after service of a Notice of Appeal from a decision of the Council or the Committee pursuant to paragraph 7 of the Appeal Tribunal Byelaw, the Appeal Tribunal may, upon the application of any party to such appeal, stay the implementation of the decision appealed against, either in whole or in part.
Applications for leave to appeal […]
  4.1 An application to the Appeal Tribunal for leave to appeal against a decision […] pursuant to [paragraphs 6 and 7 of and paragraph 1 of Schedule 3 to] the Appeal Tribunal Byelaw shall be made within 14 days of the [later of;
	(a)	the date of service on the appellant of the decision of the body in respect of which leave to appeal is sought; and
	(b)	the date of service of a written statement giving reasons for that decision.]
  4.2 An application for leave to appeal shall be in writing and shall set out the reasons for which it is contended leave should be granted. The application shall be served on the Council and shall be accompanied by a copy of the decision in respect of which leave is sought and, if applicable, the statement of reasons for that decision [and a copy of the application and accompanying documents shall be sent to the Appeal Tribunal at the same time].
  4.3 The Appeal Tribunal may decide an application on the basis of the applicant’s written submissions or may hold a hearing for this purpose as it considers appropriate.
  4.4 The Council may make written submissions in response to an application for leave to appeal within 14 days of service of the application.
  [4.5 At any time after service of an application for leave to appeal from a decision of the Council or the Committee pursuant to paragraph 7 of the Appeal Tribunal Byelaw, the Appeal Tribunal may, upon application of any party to such application, stay the implementation of the decision in respect of which leave to appeal is sought, either in whole or in part.]
NOTE
Preliminary hearings
  5. The Appeal Tribunal may hold preliminary hearings for the purpose of:
	(a)	deciding any application under Rule 3.8 [or Rule 4.5] for a stay of the decision pending the appeal;
	(b)	giving any directions which it considers appropriate for the conduct of the proceedings.
NOTE
Oral hearings
  6.1 There shall be an oral hearing before the Appeal Tribunal unless the parties agree that the proceedings may be determined on the basis of written submissions and documents.
  6.2 The hearing shall be in private unless the appellant requires a public hearing. In such a case the Appeal Tribunal may in its discretion direct that any part of the hearing shall take place in private if in its opinion this is necessary in the interests of justice.
The Appeal Tribunal’s decision
  7.1 The Appeal Tribunal shall give to the parties a written statement of its decision and its reasons. The decision shall take effect immediately.
  7.2 Where the Appeal Tribunal allows an appeal it shall order that the matter shall be determined by the [body appealed from (and may order, if appropriate, that it shall be determined by a differently constituted body)] and it shall give such directions as it thinks fit.
  7.3 If the Appeal Tribunal has exercised its power under Rule 11.2 to preserve the confidentiality of information, the written statement of its decision and reasons shall disclose the fact that it has done so but need give no further particulars.
NOTE
Costs
  8.1 The Appeal Tribunal may order any party to the proceedings to pay costs and, if so, shall determine the amount of those costs and the date by which they shall be paid.
  8.2 Costs may include the remuneration and expenses of members of the Appeal Tribunal and assessors, administration costs and legal costs and other expenses incurred in connection with the appeal, including the Society’s own costs incurred in the preparation and presentation of the appeal.
Publication
  9.1 The Council may publish a decision of the Appeal Tribunal if:
	(a)	the hearing was held in public;
	(b)	the appellant requires the Council to do so; or
	(c)	the decision upholds the decision of a Disciplinary Tribunal.
  9.2 The Council may withhold publication of all or part of any decision of the Appeal Tribunal if it considers that it should do so because of exceptional regulatory reasons or because the interests of justice so require.
  9.3 In the case of an appeal against a decision of a Disciplinary Tribunal, if the hearing was not held in public, no publication shall take place earlier than the date on which a decision takes effect, unless the appellant agrees.
GENERAL AND MISCELLANEOUS PROVISIONS
Power to determine procedure
  10. Subject to these Rules, the Appeal Tribunal shall have power to determine the conduct of proceedings before it in such manner as it considers appropriate.
Evidence
  11.1 The Appeal Tribunal shall not be bound by any enactment or rule of law relating to the admissibility of evidence in proceedings before any court of law.
  11.2 When hearing an appeal brought under paragraph 7 of the Appeal Tribunal Byelaw, the Appeal Tribunal shall be entitled to consider information or documents which were before the Council or the Committee without revealing either the information or documents or their source.
  11.3 The findings of fact of any court of competent jurisdiction or any committee or tribunal of any statutory, professional or other body exercising a regulatory or disciplinary jurisdiction, whether within the United Kingdom or elsewhere, which have not been set aside on appeal or otherwise, shall be prima facie evidence of the facts so found. A criminal conviction of the appellant by any such court, which has not been set aside on appeal or otherwise, shall be conclusive evidence of the commission of the offence in question.
  11.4 The Appeal Tribunal may administer oaths in accordance with section 7(4)(a) of Lloyd’s Act 1982.
  11.5 The Appeal Tribunal may require the Council, the Committee, the Disciplinary Board, a Disciplinary Tribunal, or any person subject to the disciplinary jurisdiction of the Society to disclose to the Appeal Tribunal any information or document which the Appeal Tribunal in its opinion needs in order to exercise its jurisdiction fairly in any appeal.
Amendment of documents
  12. The Appeal Tribunal may permit the amendment of any document served by the parties on such terms as it thinks fit.
Joinder of proceedings etc
  13. The Appeal Tribunal may instruct that appeals by two or more appellants shall be heard separately, or at the same time, or that a hearing of a particular issue be stayed until the determination of another issue.
Time
  14.1 If any period specified by these Rules expires on a Saturday, Sunday, bank holiday, Christmas Day or Good Friday, it will be extended to the next day which is not such a day.
  14.2 The Appeal Tribunal may, if it considers it appropriate, extend any period within which a party is required by these Rules to do any act in connection with proceedings before it.
Default
  15.1 If a party fails to attend any hearing before the Appeal Tribunal and the Appeal Tribunal is not satisfied that he has a reasonable excuse for his absence, it may proceed in his absence.
  15.2 The Appeal Tribunal may, in the event of the failure of the party to comply with any instruction of the Appeal Tribunal, take any action it considers appropriate, including an award of costs against that party.
Representation
  16.1 The Council shall be represented at hearings before the Appeal Tribunal by the Representative of the Council or by a qualified lawyer instructed by him.
  16.2 The appellant may be represented by a qualified lawyer at hearings before the Appeal Tribunal.
  16.3 The Representative of the Council and the appellant shall notify the Appeal Tribunal of any representative appointed as soon as reasonable practicable and in any event not less than 14 days prior to the commencement of the hearing.
Notices and service
  17.1 Any notice required to be given by these Rules shall be in writing.
  17.2 Any notice shall be given and service of documents pursuant to these Rules shall be effected by:
	(a)	post to the proper address;
	(b)	fax;
	(c)	leaving the document at the proper address; or
	(d)	personal service.
  17.3 The proper address of any person is:
	(a)	in the case of an individual, his business address or his usual or last known home address;
	(b)	in the case of a partnership, its principal or last known place of business in the United Kingdom;
	(c)	in the case of a body corporate, its registered office or principal office in the United Kingdom;
	(d)	in the case of the Council or the Committee, the Representative of the Council, at his business address, or, if the Representative of the Council has not been appointed, the Secretary of the Council;
	(e)	in the case of the Appeal Tribunal, the Secretary of the Appeal Tribunal;
	(f)	in the case of the Representative of the Council, at his business address; or
	(g)	the business address of the qualified lawyer, if any, who is acting for that person in the matter in connection with which the service of the document in question is to be effected.
	17.4	(a)	Where notice is given or service is effected by post and the document is proved to have been posted, the document in question shall be presumed to have been delivered 72 hours from the time of posting and the date of notification or service shall be construed accordingly;
		(b)	Where notice is given or service is effected by fax, it shall be confirmed by the delivery or posting of a copy of the fax to the party to whom the fax was addressed and the date of notification or service shall be presumed to be the date of the fax transmission;
		(c)	where notice is given or service is effected by leaving the document at the proper address of the person to be served, the date of notification or service shall be the date on which the document was left.
  17.5 The provisions of Rules 17.1 to 17.4 are without prejudice to any applicable provisions of any byelaws regarding the service of documents or notices, to which they shall be regarded as alternative.
Definitions
  18.1 These Rules form part of the Appeal Tribunal Byelaw (No. 32 of 1996, 420) and, subject to Rule 18.2, shall be interpreted accordingly.
  18.2 In these Rules, unless the context otherwise requires, the following expressions shall have the following meanings:
“person subject to the disciplinary jurisdiction of the Society” means a person subject to the disciplinary jurisdiction of the Society as set out in the Misconduct and Penalties Byelaw (No. 30 of 1996, 418).
“qualified lawyer” means a barrister or a solicitor, holding a full practising certificate.
“Representative of the Council” means the individual appointed by the Council to conduct the appeal proceedings pursuant to Rule 3.5.
Schedule 3
Right of appeal from decisions of the Council or the Committee
  1. An appeal may be made pursuant to paragraph 7 of this byelaw from any decision of the Council or the Committee made under Lloyd’s Act 1982 or:
	(a)	Membership Byelaw (No. 17 of 1993, 111), as to:
	(i)	the refusal of an application for membership of the Society under paragraph 10 of that byelaw;
	(ii)	the imposition of a condition or requirement (including a requirement to give an undertaking) other than a condition or requirement which is applicable to all members, under paragraphs 3 or 10 of that byelaw;
	(iii)	the cessation or revocation of membership of the Society under paragraphs 41, 42, 43, 45, 46 or 47 of that byelaw;
	(iv)	the refusal of an application for any consent, or the grant of any consent subject to a condition or requirement, under paragraph 14 of that byelaw;
	(v)	the grant of permission to any underwriting member to underwrite insurance business at Lloyd’s subject to any condition, requirement or direction under paragraph 22 of that byelaw;
	(vi)	the making of any condition, requirement or direction under paragraph 24 of that byelaw;
	(vii)	the giving of any direction under paragraph 25 of that byelaw.
	(b)	Underwriting Agents Byelaw (No. 4 of 1984, 101), as to:
	(i)	the refusal of an application for registration as an underwriting agent or of an application for renewal of such registration under paragraph 6 of that byelaw;
	(ii)	the refusal of an application by an underwriting agent for permission to act as both a managing agent and members’ agent under paragraph 6 of that byelaw;
	(iii)	the refusal of an application by a managing agent for permission to manage a syndicate under paragraph 6 of that byelaw;
	(iv)	the imposition of a condition or requirement (including a requirement to give an undertaking), other than a condition or requirement which is applicable to all applicants or underwriting agents of the same class, under paragraph 9 of that byelaw;
	(v)	the withdrawal of a permission to act as a managing agent or as a members’ agent under paragraph 11 of that byelaw;
	(vi)	the withdrawal of a permission for a managing agent to manage a syndicate (other than a withdrawal under paragraph 11 of that byelaw);
	(vii)	the removal of the name of an underwriting agent from the register under paragraph 11 of that byelaw;
	(viii)	the postponement of the removal of the name of an underwriting agent from the register, or the giving of any direction in connection with such a postponement under paragraph 11 of that byelaw;
	(ix)	[…]
NOTE
	(x)	the refusal to:
	(a)	grant a clearance notification under paragraph 10 of that byelaw; or
	(b)	give or vary any agreement (other than on the grant or renewal of a permission to act) required under any of the provisions of Sections I and II of Part C of that byelaw;
		but only with the leave of the Appeal Tribunal.
	(c)	[[Lloyd’s Brokers Byelaw (No. 17 of 2000, 123), as to
	(i)	the refusal of an application for registration as a Lloyd’s broker or of an application for renewal of such registration;
	(ii)	the removal of the name of a Lloyd’s broker under paragraph 8 of that byelaw.]]
	(d)	Syndicate Audit Arrangements Byelaw (No. 10 of 1984, 102), as to:
	(i)	the refusal of an application by a person for the entry of his name in the list of all persons entitled to act as a syndicate auditor under paragraph 3 of that byelaw;
	(ii)	the removal of a name from the list of all persons entitled to act as a syndicate auditor under sub-paragraphs 5(a)(i), (b) or (c) of that byelaw.
	(e)	Lloyd’s Brokers Byelaw (No. 5 of 1988), as to:
	(i)	the refusal of an application for registration as a Lloyd’s broker or of an application for renewal of such registration under paragraph 6 of that byelaw;
	(ii)	[…]
	(iii)	the removal of the name of a Lloyd’s broker from the register under paragraph 11 of that byelaw;
	(iv)	[…];
	(v)	[…];
	(vi)	[…].
	(f)	[…]
NOTE
	(g)	Agency Agreements Byelaw (No. 8 of 1988, 310), as to:
	(i)	the decision to grant an application under paragraph 11A of that byelaw, by the member of the Society to whom the notice to which the application relates is proposed to be given;
	(ii)	the decision of the Council to refuse an application under paragraph 11A of that byelaw or to impose conditions on the grant of such an application, by the members’ agent which has made the application;
	(iii)	the decision to grant an application under paragraph 11B of that byelaw, by the member of the Society to whom the notice to which the application relates is proposed to be given;
	(iv)	the decision to refuse an application under paragraph 11B of that byelaw or to impose conditions on the grant of such an application, by the managing agent which has made the application;
	(v)	the decision to refuse a direction under paragraph 15 of that byelaw, by the managing agent which has applied for the direction;
	(vi)	the decision to grant a direction under paragraph 15 of that byelaw, by either or both of the member of the Society who has made the nomination to which the direction relates or the member of the Society who has been so nominated.
	(h)	Multiple Syndicates Byelaw (No. 5 of 1989, 311), as to:
	(i)	the refusal of an application by a managing agent for consent under part C or part E of that byelaw by the managing agent concerned, whether on its own behalf or on behalf of an individual;
	(ii)	the refusal of an application for consent under part C of that byelaw by the individual concerned;
	(iii)	the revocation of any consent granted under part C or part E of that byelaw;
	(iv)	the variation of any condition or the imposition of any additional condition in connection with any consent granted under part C or part E of that byelaw.
	(i)	[Syndicate Pre-emption Byelaw (No. 19 of 1997, 326), as to the refusal to grant a permission or the revocation or suspension of such permission under paragraph 4A of that byelaw.]
NOTE
[…]
NOTE
	(k)	Approval of Correspondents Regulation (No. 4 of 1990, 116), as to:
	(i)	the revocation of approval of a correspondent under paragraph 12 of that regulation;
	(ii)	the imposition of a condition to the approval of a correspondent other than a condition applicable to all correspondents under paragraph 9 of that regulation.
	(l)	[Annual Subscribers Byelaw (No. 15 of 2000, 122) as to:
	(i)	the refusal of an application for entry in the register of annual subscribers under paragraph 3 of that byelaw;
	(ii)	the removal of the name of an annual subscriber from the register of annual subscribers under paragraph 8 of that byelaw;]
[…]
NOTE
	(n)	Run-off Companies Byelaw (No. 2 of 1995, 114), as to:
	(i)	the refusal of an application for entry in the register of approved run-off companies under paragraph 7 of that byelaw;
	(ii)	the removal of the name of an approved run-off company from the register or the postponement of such removal under paragraph 11 of that byelaw;
	(iii)	the imposition upon an approved run-off company of any condition other than a condition applicable to all approved run-off companies under paragraph 9 of that byelaw;
	(iv)	[with the leave of the Appeal Tribunal], the refusal to revoke or vary a condition imposed upon an approved run-off company under paragraph 9 of that byelaw [;…].
NOTE
	(o)	Individual Registration Byelaw (No. 13 of 1996, 115), as to:
	(i)	the refusal of an application for registration to carry out a regulated function under Schedule 1, rule 3(c) of that byelaw;
	(ii)	the imposition of a condition to a registration other than a condition which is applicable to all individuals registered to carry out the regulated function under Schedule 1, rule 3(b) or rule 9(5) of that byelaw;
	(iii)	the termination of, or refusal to terminate, a registration under Schedule 1, rule 8(4) of that byelaw.
	[(p)	Major Syndicate Transactions Byelaw (No. 18 of 1997, 332), as to:
	(i)	the refusal to grant consent to a syndicate merger;
	(ii)	the imposition on the managing agent of any condition or the requirement of any undertaking in relation to a syndicate merger;
	(iii)	the refusal to grant permission for a minority buy-out;
	(iv)	the imposition of any condition or the requirement of any undertaking in relation to a minority buy-out.]
NOTE
	[(q)	Central Accounting Byelaw (No. 20 of 1998, 525), as to the exclusion from participation in the Central Accounting System under paragraph 19(1)(a), (c) or (e) of that byelaw of a participant referred to in paragraph 2(4)(c) to (h) of that byelaw;]
NOTE
	[(r)	Assignment of Syndicate Participations (Second Nomination) Byelaw (No. 6 of 2000, 349), as to:
	(i)	the decision not to grant a waiver or make a variation under paragraph 3(3) of that byelaw, by the managing agent which has applied for the waiver or variation;
	(ii)	the decision to grant a waiver or make a variation under paragraph 3(3) of that byelaw, by either or both of the members’ agent or managing agent affected by such waiver or variation;
	(iii)	the decision to refuse a direction under paragraph (4) of that beylaw, by the managing agent which has applied for the direction;
	(iv)	the decision to grant a direction under paragraph (4) of that byelaw, by either or both of the person who has made the second nomination to which the direction relates or the person in whose favour the second nomination has been made.]
NOTE
  2. Appeals under sub-paragraphs 1(a) to [(r)] of this Schedule may be brought by a person who:
	(a)	has made an application which has been refused (refusals including for the purposes of this paragraph the refusal to grant a clearance notice or give or vary an agreement);
	(b)	has had any approval, consent or permission granted to him revoked, suspended or withdrawn;
	(c)	has had any condition, requirement or direction imposed upon or given to him;
	(d)	has been removed from a list or register (with the exception of the List of substitutes and representatives);
	(e)	has had his removal from a list or register (with the exception of the List of substitutes and representatives) postponed or who has been made the subject of a direction in connection with such postponement;
	(f)	in the case of the list of substitutes and representatives, is the sponsor of a person:
	(i)	who has been removed from that list; or
	(ii)	whose removal from that list has been postponed; or
	(iii)	who has been made the subject of a direction in connection with such postponement;
	(g)	in the case of sub-paragraph (1)(k) is a correspondent and:
	(i)	an approval previously granted to or in respect of such person has been revoked; or
	(ii)	an approval granted to or in respect of such person has been made subject to a condition other than a condition applicable to all correspondents;
	(h)	in the case of sub-paragraph l(o) is an individual who has had his registration terminated or the termination of whose registration has been refused as the case may be.
NOTE
  3. Appeals under sub-paragraphs 1(a), (b), (e), (f), (m), (n) and (o) of this Schedule may also be brought by an individual where any of the decisions listed in those sub-paragraphs, has been based in whole or in part, on an adverse conclusion as to the character of that individual.
Schedule 4—Revocations and Amendments
	[1.	The Appeal Tribunal Byelaw (No. 18 of 1995) is revoked save in its application to any appeals to the Appeal Tribunal which are commenced prior to the date on which the provisions of this byelaw have effect.
	2.	Paragraph 2(b) of the Suspension: Supplementary and Consequential Matters Byelaw (No. 19 of 1983) is revoked save in its application to any appeals to the Appeal Tribunal which are commenced prior to the date on which the provisions of this byelaw have effect.
	3.	in each of paragraphs 1, 3(a), 4(a), 5(a), 5A(a) and 6(a) of the Suspension: Supplementary and Consequential Matters Byelaw (No. 19 of 1983), the words “or the Appeal Tribunal” are revoked save in their application to any appeals to the Appeal Tribunal which are commenced prior to the date on which the provisions of this byelaw have effect.]
NOTE
421. Council Stage of Disciplinary Proceeding Etc. Byelaw No. 33 of 1996, 7 August 1996.
COMMENCEMENT
  This byelaw came into force on 7 August 1996.
AMENDMENTS
  This byelaw was amended by
Council Stage of Disciplinary Proceedings (Amendment) Byelaw (No. 48 of 1996).
EXPLANATORY NOTE
(This note is not part of the byelaw.)
  This byelaw revokes and re-enacts with amendments the Council Stage of Disciplinary Proceedings Byelaw (No. 11 of 1993). The principal changes are as follows:
	1.	Paragraph 2 of this byelaw provides that the Council stage is available with regard to any penalty imposed in disciplinary proceedings except
	(a)	a fixed penalty;
	(b)	a penalty imposed in summary proceedings;
	(c)	a penalty imposed in formal proceedings in which no penalty was imposed on that person which could not have been imposed had the matter been dealt with by way of summary proceedings; or
	(d)	a penalty imposed by a decision of the Disciplinary Board following its approval of agreed terms of settlement.
	 A Council stage is not required in every case—it will only take place if the defendant applies for it.
	2.	Schedule 2 of this byelaw sets out new rules governing the bringing of and conduct of an application to the Council. If a defendant has the right to apply to the Council under paragraph 2 of this byelaw, he must follow the provisions of the Rules when making an application to the Council.
	3.	The Council considers the penalty at a special meeting convened for this purpose. The applicant may attend and be represented at the meeting, in which event the Council may invite the Representative of the Council to attend also (Rules 2.1, 2.2 and 2.3).
	4.	Having considered the penalty imposed and any submissions, the Council will make a decision under Rule 3 which shall have immediate effect.
The Council of Lloyd’s, in exercise of its powers under Lloyd’s Act 1982, by special resolution hereby makes the following byelaw.
Interpretation
  1. The provisions of Schedule 1 to this byelaw (interpretation) shall have effect.
Right to apply to the Council
  2. A person on whom a penalty has been imposed by a decision of the Disciplinary Board or a Disciplinary Tribunal shall have the right to apply to the Council requiring it to consider the penalty imposed, except:
	(a)	a fixed penalty;
	(b)	a penalty imposed in summary proceedings;
	(c)	a penalty imposed in formal proceedings in which no penalty was imposed on that person which could not have been imposed had the matter been dealt with by way of summary proceedings; or
	(d)	a penalty imposed by a decision of the Disciplinary Board following its approval of terms of settlement agreed to by that person.
The Council Stage
  3. The rules set out in Schedule 2 to this byelaw (Lloyd’s Rules for the Council Stage of Disciplinary Proceedings) shall govern the bringing of and conduct of an application to the Council under this byelaw.
Revocations and amendments
  4. The provisions of Schedule 3 to this byelaw (Revocations and Amendments) shall have effect.
Commencement and application
  5. This byelaw shall come into force on 7 August 1996.
Schedule 1.—Interpretation
  In the byelaw, unless the context otherwise requires, the following expressions have the following meanings:
“Disciplinary Board” means the Disciplinary Board established by the Disciplinary Committees Byelaw (No. 31 of 1996, 419);
“Disciplinary Tribunal” means a Disciplinary Tribunal appointed pursuant to the Disciplinary Committees Byelaw (No. 31 of 1996, 419);
“fixed penalty” means a penalty set out in Schedule 2 to the Misconduct and Penalties Byelaw (No. 30 of 1996, 418);
“summary proceedings” means disciplinary proceedings dealt with as such under Lloyd’s Disciplinary Rules set out in Schedule 2 to the Disciplinary Committees Byelaw (No. 31 of 1996, 419).
Schedule 2—Lloyd’s Rules for the Council Stage of Disciplinary Proceedings
Application to the Council
  1.1 An application to the Council pursuant to the Council Stage of Disciplinary Proceedings Byelaw (No. 33 of 1996, 421) to consider a penalty imposed on a person (“the applicant”) in disciplinary proceedings shall be made to the Secretary of the Council by the later of:
	(a)	the expiration of the time allowed for the lodging of a Notice of Appeal with the Appeal Tribunal; or
	(b)	14 days of the decision of the Appeal Tribunal on an appeal.
  1.2 The application shall be in writing and:
	(a)	identify the penalty concerned;
	(b)	be accompanied by a copy of the decision imposing the penalty and any written reasons given for that decision; and
	(c)	set out the applicant’s written submissions regarding the penalty.
Special meeting of the Council
  2.1 The Chairman or a Deputy Chairman of Lloyd’s shall convene a special meeting of the Council to consider the penalty and shall give the applicant at least 14 days’ written notice of the special meeting.
  2.2 The applicant may appear at the special meeting either in person or by a qualified lawyer instructed by him and may make oral submissions regarding the penalty imposed. If the applicant wishes to do so, he shall inform the Council in writing of this and of the name of any representative at least 3 days before the hearing.
  2.3 If the applicant appears at the special meeting the Council may invite the Representative of the Council to attend either in person or by a qualified lawyer instructed by him and to take such part in the meeting as the Council considers appropriate.
Decision of the Council
  3.1 The Council may, having considered the penalty imposed and any submissions:
	(a)	confirm, modify or grant dispensation in respect of the penalty but shall not increase any penalty;
	(b)	give any directions necessary for the enforcement of any penalty which has been confirmed or modified by the Council; and
	(c)	give such directions as it considers fit regarding publication of its decision.
  3.2 The Council shall notify the applicant of its decision in writing.
  3.3 The Council’s decision shall have immediate effect.
Definitions
  4.1 These Rules form part of the Council Stage of Disciplinary Proceedings Byelaw (No. 33 of 1996, 421) and, subject to Rule 4.2, shall be interpreted accordingly.
  4.2 In these Rules, unless the context otherwise requires, the following expressions shall have the following meanings:
“the Appeal Tribunal” means the Appeal Tribunal established by the Appeal Tribunal Byelaw (No. 32 of 1996, 420);
“qualified lawyer” means a barrister or a solicitor, holding a full practising certificate.
“Representative of the Council” means the individual appointed by the Council to conduct the disciplinary proceedings pursuant to Lloyd’s Disciplinary Rules set out in Schedule 2 to the Disciplinary Committees Byelaw (No. 31 of 1996, 419) or the appeal proceedings pursuant to Lloyd’s Appeal Rules set out in Schedule 2 to the Appeal Tribunal Byelaw (No. 32 of 1996, 420).
Schedule 3—Revocations and Amendments
	[1.	The Council Stage of Disciplinary Proceedings Byelaw (No. 11 of 1993) is revoked.
	2.	Paragraph 8 of the Suspension: Supplementary and Consequential Matters Byelaw (No. 19 of 1983, 403) is revoked.]
NOTE
421A. Appeal Tribunal (Amendment) Byelaw No. 22 of 2000, 6 December 2000
COMMENCEMENT
  This byelaw came into force on 6 December 2000.
EXPLANATORY NOTE
(This note is not part of the byelaw)
  The Appeal Tribunal Byelaw (No. 32 of 1996, 420) is supplemented to allow the Appeal Tribunal to apply, adapt or waive rules relating to the proceedings in order to give effect to the Human Rights Act 1998.
The Council of Lloyd’s in exercise of its powers under Section 6(2) and Section 7 of the Lloyd’s Act 1982 by special resolution hereby makes the following Byelaw.
  1. The Appeal Tribunal may apply, adapt or waive any rule relating to the conduct of the proceedings before it, so as to give effect to the Human Rights Act 1998.
2. Commencement and Application
  (1) This byelaw shall come into force on 6 December 2000.
  (2) This byelaw shall apply to all appellate proceedings which are instituted after it comes into force.
422. Fit and Proper Person Determination Byelaw No. 23 of 2000, 6 December 2000
COMMENCEMENT
  This byelaw came into force on 6 December 2000.
EXPLANATORY NOTE
(This note is not part of the byelaw)
  This byelaw enables the Council to seek an order from a tribunal appointed by the Disciplinary Board prohibiting any person subject to the disciplinary jurisdiction of the Society who ceases to be a fit and proper person from transacting or conducting the business of insurance at Lloyd’s or any class or classes of such business, either wholly or in part.
  The Appeal Tribunal Byelaw (No. 32 of 1996, 420) is amended to provide a right of appeal in respect of Orders made under paragraph 5 of the Fit and Proper Person Determination Byelaw (No. 23 of 2000, 422).
The Council of Lloyd’s in exercise of its powers under sections 6(2) and 7 of Lloyd’s Act 1982 by special resolution hereby makes the following byelaw.
1. Proceedings
  (1) If the Council considers that an individual subject to the disciplinary jurisdiction of the Society has ceased to be a fit and proper person to transact or to conduct the business of insurance at Lloyd’s, or any class or classes of such business, either wholly or in part, the Council may institute proceedings (“Fit and Proper Person Proceedings”) against that person in order to obtain a direction that that person has ceased to be a fit and proper person as aforesaid.
  (2) The rules set out in Schedule 1 to this byelaw (the “Lloyd’s Fit and Proper Person Proceedings Rules”) shall govern the bringing of and the conduct of the Fit and Proper Person Proceedings.
2. The Tribunal
  (1) The Fit and Proper Person Proceedings shall be instituted in accordance with the Lloyd’s Fit and Proper Person Proceedings Rules before a tribunal, the Fit and Proper Person Determination Tribunal, being a tribunal appointed by the Disciplinary Board established pursuant to the Disciplinary Committees Byelaw (No. 31 of 1996, 419) in accordance with the Lloyd’s Fit and Proper Person Proceedings Rules.
  (2) The Fit and Proper Person Determination Tribunal appointed by the Disciplinary Board pursuant to the Lloyd’s Fit and Proper Person Proceedings Rules may be composed of the same persons who constitute, or have been appointed by, the Disciplinary Board:
	(a)	pursuant to the Lloyd’s Disciplinary Rules to determine related disciplinary proceedings against the same person or persons the subject of the Fit and Proper Person Proceedings; and/or
	(b)	pursuant to the Lloyd’s Restitution Rules to determine related Restitution Proceedings against the same person or persons the subject of the Fit and Proper Person Proceedings.
3. Directions made by the Tribunal
  (1) If a Fit and Proper Person Determination Tribunal is of the opinion that a person the subject of Fit and Proper Person Proceedings has ceased to be a fit and proper person to transact or to conduct the business of insurance at Lloyd’s, or any class or classes of such business, either wholly or in part, then the Fit and Proper Person Determination Tribunal may direct that that individual cease to transact or conduct the business of insurance at Lloyd’s, or any class or classes of such business, either wholly or in part.
  (2) If a Fit and Proper Person Determination Tribunal makes a direction pursuant to subparagraph (1) in respect of any person subject to the disciplinary jurisdiction of the Society, then when that direction takes effect in accordance with the Lloyd’s Fit and Proper Person Proceedings Rules, the person subject to the direction shall thereupon cease to be entitled to transact or conduct the business of insurance at Lloyd’s to the extent provided for in the direction of the Fit and Proper Person Determination Tribunal.
4. Byelaw amendments
  [This amendment has been made on the original byelaw.]
5. Commencement and application
  (1) This byelaw shall come into force on 6 December 2000.
  (2) This byelaw shall apply to all proceedings which are instituted after it comes into force.
Schedule 1—Lloyd’s Fit and Proper Person Proceedings Rules
Part 1: General
1. Institution of proceedings
If the Council considers that a person subject to the disciplinary jurisdiction of the Society has ceased to be a fit and proper person to transact or to conduct the business of insurance at Lloyd’s, or any class or classes of such business, either wholly or in part, it may institute proceedings against that person (“the defendant”) seeking a direction that that person is not a fit and proper person (“Fit and Proper Person Proceedings”). Fit and Proper Person Proceedings shall be instituted in the name of the Council. Parts 2 and 3 to these Rules shall apply to Fit and Proper Person Proceedings.
2. Fit and Proper Person Determination Tribunal
  2.1 As soon as practicable after the service of a Defence or the time limited for service of a Defence, the Disciplinary Board shall appoint a Chairman of the Fit and Proper Determination Tribunal (see “Tribunal Chairman”) and at the same time, or as soon as practicable thereafter, a Fit and Proper Person Determination Tribunal (“the Tribunal”) to hear the Fit and Proper Person Proceedings.
Role of Chairman
  2.2 The Tribunal Chairman, sitting without the other members of the Tribunal, shall be responsible for the conduct of the proceedings prior to the commencement of the hearing of the substantive issues, unless in his sole discretion, he considers it necessary or desirable that the matter be heard by the Tribunal fully constituted.
Composition
  2.3 The Tribunal shall consist of three persons, one of whom shall be the Tribunal Chairman and two of whom shall be members of the Society. Of these members of the Society, one shall be a working member and one shall be an external member unless there is reason for the Tribunal not to be so comprised. The Tribunal Chairman shall be a qualified lawyer of at least ten years’ standing or a person who holds or has held high judicial office.
  2.4 The Tribunal may be composed of the same persons who are, or who have been, appointed—
	(a)	pursuant to the Lloyd’s Disciplinary Rules to determine related disciplinary proceedings against the same person or persons the subject of the Fit and Proper Person Proceedings; and/or
	(b)	pursuant to the Lloyd’s Restitution Rules to determine related restitution proceedings against the same person or persons the subject of the fit and Proper Person Proceedings.
Prompt notice of appointment
  2.5 The Disciplinary Board shall promptly give the Representative of the Council and the defendant notice of the membership of the Tribunal, and in the event that its appointment does not include one working member and one external member, its reasons for not including any such members.
Objections to members of a tribunal
  2.6 The defendant may object to any person being a member of the Tribunal. Any objection shall be made by giving notice of the objection, stating the reasons for it either—
	(a)	to the Disciplinary Board within 7 days of receiving notice of that person’s membership. If the Disciplinary Board is satisfied that the objection is properly made, it shall retire that person from the Tribunal and select another in his place, and notify the Representative of the Council and the defendant accordingly; or
	(b)	at any time thereafter to the Tribunal. If the Tribunal is satisfied that the objection is properly made it shall remit the matter to the Disciplinary Board to enable the retirement of that person from the Tribunal and selection of another in his place, and the Disciplinary Board shall notify the Representative of the Council and the defendant accordingly.
Majority decisions
  2.7 Decisions of the Tribunal shall be by a majority.
The Human Rights Act 1998
  2.8 The Tribunal and the Disciplinary Board may apply, adapt or waive any rule relating to the conduct of the proceedings before them, so as to give effect to the Human Rights Act 1998.
Revocation of appointment
  2.9 The Disciplinary Board shall revoke the appointment of any member of a Tribunal on any of the grounds set out in paragraph 4(2) or 4(3) of the Disciplinary Committees Byelaw (No. 31 of 1996, 419).
Conflicts of interest
  2.10 No person appointed to be a member of a Tribunal shall take part in any matter referred to it if the circumstances are such that there would be a real danger of bias on his part or if he—
	(a)	has any material financial interest in the matter referred to the Tribunal; or
	(b)	has inquired into, or was a member of any inquiry or investigating committee which inquired into, the matter referred to the Tribunal; or
	(c)	was present at any meeting of the Council or any committee thereof at the time when any report was presented or discussion took place as to whether any Disciplinary, Restitution or Fit and Proper Person Proceedings should be brought in respect of the matter referred to the Tribunal
and, in the event of any of the above applying the person in question shall inform the Disciplinary Board, the Representative of the Council and the defendant that he is unable to take part in the matter referred to the Tribunal, the Disciplinary Board shall revoke his appointment, shall appoint another person in his place and shall inform the Representative of the Council and the defendant of the new appointment.
3. General
Power to determine procedure
  3.1.1 Subject to these Rules, the Disciplinary Board or a Tribunal shall have power to determine the conduct of proceedings before it in such manner as it considers appropriate.
  3.1.2 Unless otherwise stated, the provisions of Rules 3.2 to 5 below regarding proceedings before a Tribunal also apply to any proceedings before the Disciplinary Board.
Burden of proof
  3.2 The burden of proof in all Fit and Proper Person Proceedings before a Tribunal shall be on the Council unless otherwise provided in these Rules or in the byelaws.
Standard of proof
  3.3 The standard of proof required in Fit and Proper Person Proceedings is the standard of proof applicable in civil cases.
Admissions of fact
  3.4 If the defendant admits any fact or matter it shall be treated as proved against him.
Admissibility of evidence
  3.5 A Tribunal shall not be bound by any enactment or rule of law relating to the admissibility of evidence in proceedings before any court of law. Without prejudice to the generality of this Rule, a Tribunal may admit in evidence—
	(a)	transcripts of the evidence given by the defendant in any inquiry under byelaws made under Lloyd’s Acts 1871 to 1982; and
	(b)	evidence from any person who, for good reasons, is not called as a witness at the hearing.
Findings of facts by other bodies
  3.6 The findings of fact of any court of competent jurisdiction or of any committee or tribunal of any statutory, professional body or body exercising a regulatory or disciplinary jurisdiction, whether within the United Kingdom or elsewhere, which have not been set aside on appeal or otherwise, shall be prima facie evidence of the facts so found. A criminal conviction of the defendant by any such court, which has not been set aside on appeal or otherwise, shall be conclusive evidence of the commission of the offence in question.
Oaths
  3.7 A Tribunal may administer oaths in accordance with section 7(4)(a) of Lloyd’s Act 1982.
Provision of material
  3.8 A Tribunal may require any person subject to the disciplinary jurisdiction of the Society, whom it considers may provide material documents or evidence in connection with any Fit and Proper Person Proceedings, to make such documents or evidence available to it and to the parties in such manner as it considers appropriate.
Amendment of documents
  3.9 A Tribunal may permit the amendment of any document served by the parties (including, for the avoidance of doubt, amendment of the facts and matters relied on by the Council in support of the allegation that the defendant is not fit and proper as alleged in the Notice) on such terms as it thinks fit.
Discontinuance
  3.10 The Council may at any stage discontinue the Fit and Proper Person Proceedings by serving a notice to that effect on the defendant with a copy to the Tribunal. The Fit and Proper Person Proceedings shall thereupon be concluded save for any question of costs.
Joinder
  3.11 Where Fit and Proper Person Proceedings are brought against two or more persons in matters considered by the Council to be related, the Council may (subject to Rule 3.12 below) require that a single Tribunal hears the proceedings.
Severance
  3.12 A Tribunal may instruct that Fit and Proper Person Proceedings against two or more defendants shall be heard separately, or at the same time, or that a hearing of a particular issue be stayed until the determination of another issue.
Related disciplinary and restitution proceedings
  3.13 Where the Council considers that Fit and Proper Person Proceedings are related to Disciplinary Proceedings and/or Restitution Proceedings brought against the same person or persons then (subject to Rule 3.14 below), the Council may require that a single tribunal hears the Fit and Proper Person Proceedings, the Disciplinary Proceedings and the Restitution Proceedings.
  3.14 A Tribunal may direct that the Fit and Proper Person Proceedings be heard separately from, or at the same time as related Disciplinary Proceedings and/or Restitution Proceedings or that the hearing of a particular issue be stayed until the hearing of another issue in such proceedings.
Assessors
  3.15 At any time prior to the substantive hearing of the Fit and Proper Person Proceedings, a Tribunal may appoint an assessor on such terms as it thinks fit to assist in the hearing and determination of the proceedings. An assessor shall be entitled to such remuneration and expenses from the Society as the Council may determine.
Time—holidays
  3.16 If any period specified by these Rules expires on a Saturday, Sunday, bank holiday, Christmas Day or Good Friday, it will be extended to the next day which is not such a day.
Time—extension
  3.17 A Tribunal may, if it considers it appropriate, extend any period within which a party is required by these Rules to do any act in connection with proceedings before it.
Time—notice
  3.18 If the defendant makes any request to extend any time limit under Rule 3.17 above he shall at the same time notify the Representative of the Council of that request.
Costs
  3.19.1 A Tribunal may order any party to the proceedings to pay costs and, if so, shall determine the amount of those costs.
  3.19.2 Costs may include the remuneration and expenses of members of the Tribunal, assessors’ administration costs including legal costs and other expenses incurred in connection with the proceedings and the Society’s own costs incurred in the investigation, preparation and presentation of the case.
4. Miscellaneous
Failure to attend
  4.1 If a defendant fails to attend any hearing before a Tribunal and the Tribunal is not satisfied that he has a reasonable excuse for his absence, it may proceed in his absence.
Failure to comply
  4.2 The Tribunal may, in the event of the failure of a party to comply with any instruction of the Tribunal, take any action it considers appropriate, including an award of costs against that party.
Representatives—Council
  4.3 The Council shall appoint the Representative of the Council to conduct on its behalf the Fit and Proper Person Proceedings (including any settlement negotiations). The Representative of the Council may instruct a qualified lawyer. The defendant and the Disciplinary Board shall be informed of the name of the Representative of the Council at the time of service of the Notice or upon any subsequent change in that appointment.
Representatives—defendant
  4.4 The defendant may be represented at hearings before a Tribunal by a qualified lawyer.
Representatives—notification
  4.5 The Representative of the Council and the defendant shall notify the Tribunal and the other party of any representative he appoints as soon as reasonably practicable and in any event not less than 14 days prior to the commencement of the hearing.
Notice—in writing
  4.6 Any notice required to be given by these Rules shall be in writing.
Notice—method of service
  4.7 Any notice shall be given and service of documents pursuant to these Rules shall be effected by—
	(a)	post to the proper address;
	(b)	fax;
	(c)	leaving the document at the proper address; or
	(d)	personal service.
Notice—address
  4.8 The proper address of any person is—
	(a)	in the case of an individual, his business address or his usual or last known home address;
	(b)	in the case of a partnership, its principal or last known place of business in the United Kingdom;
	(c)	in the case of a body corporate, its registered office or principal office in the United Kingdom;
	(d)	in the case of the Council, the Representative of the Council, at his business address;
	(e)	in the case of the Disciplinary Board or a Tribunal, the Secretary of the Disciplinary Committees;
	(f)	in the case of the Representative of the Council, at his business address;
	(g)	the business address of the qualified lawyer, if any, who is acting for that person in the matter in connection with which the service of the document in question is to be effected.
Notice—deeming provisions
  4.9(a) Where notice is given or service is effected by post and the document is proved to have been posted, the document in question shall be presumed to have been delivered 72 hours from the time of posting and the date of notification or service shall be construed accordingly.
  (b) Where notice is given or service is effected by fax, it shall be confirmed by the delivery or posting of a copy of the fax to the party to whom the fax was addressed and the date of notification or service shall be presumed to be the date of the fax transmission.
  (c) Where notice is given or service is effected by leaving the document at the proper address of the person to be served, the date of notification or service shall be the date on which the document was left.
Notice—other provisions
  4.10 The provisions of Rules 4.6 to 4.9 above are without prejudice to any applicable provisions of any byelaw regarding the service of documents or notices, to which they shall be regarded as alternative.
5. Definitions
  5.1 These Rules form part of the Fit and Proper Person Determination Byelaw (No. 23 of 2000, 422) and, subject to Rule 5.2 below shall be interpreted accordingly.
  5.2 In these Rules, unless the context otherwise requires, the following expressions shall have the following meanings—
“Disciplinary Board” means the Disciplinary Board established pursuant to paragraph 3 of the Disciplinary Committees Byelaw (No. 31 of 1996, 419).
“the Tribunal” means a Fit and Proper Person Determination Tribunal established pursuant to Rule 2.1 above.
“misconduct” means misconduct as defined in any byelaws made under Lloyd’s Acts 1871 to 1982.
“person subject to the disciplinary jurisdiction of the Society” means a person subject to the disciplinary jurisdiction of the Society as set out in the Misconduct and Penalties Byelaw (No. 30 of 1996, 418).
“qualified lawyer” means a barrister or a solicitor, holding a full practising certificate.
“Representative of the Council” means the individual appointed by the Council to conduct the Fit and Proper Person Proceedings pursuant to Rule 4.3.
“Notice” means a notice served under Rule 6.1.
Part 2: Fit and Proper Person Proceedings
6. Institution of Fit and Proper Person Proceedings
  6.1 Fit and Proper Person Proceedings shall be instituted by service of a Notice on the person concerned (“the defendant”). The Notice shall—
	(a)	include the allegation that the person identified has ceased to be a fit and proper person, and, if appropriate, the extent to which it is alleged that the person identified has ceased to be a fit and proper person; and
	(b)	set out the facts and matters relied on in support of that allegation; and
	(c)	set out the terms of the order sought from the Fit and Proper Person Determination Tribunal, and
	(d)	be accompanied by copies of all documents referred to and a copy of the Fit and Proper Person Determination Byelaw (No. 23 of 2000, 422).
  6.2 The Council shall send the Disciplinary Board a copy of the Notice and any documents served under Rule 6.1 above at the same time as serving the Notice on the defendant.
  6.3 Where Fit and Proper Person Proceedings are instituted against an individual, the Council may serve a copy of the Notice on his employer, his firm or any company of which he is a director, and upon his employer, firm or company at the time of the alleged conduct in the Notice.
7. Conduct of Fit and Proper Person Proceedings
  7.1 Within 28 days of service of a Notice, the defendant shall serve on the Disciplinary Board in writing, with a copy to the Council—
	(a)	a statement that he admits that he has ceased to be a fit and proper person to the extent alleged in the Notice and the facts and matters alleged in the Notice; or
	(b)	a document stating whether, and if so to what extent and why—
	(i)	he denies, and if so to what extent, that he has ceased to be a fit and proper person as and to the extent alleged in the Notice;
	(ii)	which (if any) of the facts and matters alleged in the Notice are challenged; and
	(iii)	any other facts and matters are relied on. (“the Defence”)
  7.2 The Defence shall be accompanied by copies of any documents referred to which are additional to the documents served under Rule 6.1 or Rule 7.1 above.
  7.3 The defendant may apply to the Disciplinary Board for an extension to the time period set out in Rule 7.1 and the Disciplinary Board may, in its sole discretion, extend that time period. If the defendant makes any request to extend any time limit under this Rule he shall at the same time notify the Representative of the Council of that request.
8. Proceedings in default of a defence
  8.1 Rules 8.2 to 8.5 below apply to Fit and Proper Person Proceedings where no Defence is served.
  8.2 The allegation that the defendant has ceased to be a fit and proper person as and to the extent alleged in the Notice and the facts and matters set out therein shall be deemed to be admitted by the defendant if he has not notified the Disciplinary Board otherwise and served a Defence within 28 days of service of the Notice and the Tribunal may issue findings accordingly and serve a copy on the parties.
  8.3 A defendant may apply to the Tribunal to set aside findings against him pursuant to Rule 8.2 and for leave to serve a Defence. The Tribunal shall grant the application if it is satisfied that it is necessary in the interests of justice to do so. Any such application shall be made within 7 days of the date of service of the findings on the defendant.
  8.4 Within 7 days of the later of—
	(a)	service of findings under Rule 8.2 above; or
	(b)	the refusal of an application under Rule 8.3 above to set aside such findings, each party shall—
	(i)	serve on the Tribunal and the other party any written submissions as to the appropriate directions to be made by the Tribunal and as to the costs of the Fit and Proper Person Proceedings (in which case either party may refer in its submissions to any previous misconduct admitted by or proved against the defendant, or any finding regarding the defendant of any other regulatory body or any Court of competent jurisdiction whether within the United Kingdom or elsewhere, and the Tribunal may take such matters into account) and
	(ii)	notify the Tribunal and the other party if it intends to make any oral submissions as to the appropriate directions to be made by the Tribunal or as to the costs of the Fit and Proper Person Proceedings (in which case the Tribunal shall arrange a hearing for that purpose).
A party may serve written submissions in reply on the Tribunal and the other party within 7 days of service of the other party’s written submissions.
  8.5  The Tribunal shall notify the parties of its decision in accordance with Rule 11.1.
9. Contested Fit and Proper Person Proceedings
Preliminary hearings
  9.1 Rules 9.2 to 9.7 below apply to Fit and Proper Person Proceedings where a Defence has been served under Rule 7.1 or pursuant to leave given under Rule 8.3 above.
  9.2 The Tribunal shall hold a preliminary hearing within 14 days of its appointment. The Tribunal may hold further preliminary hearings from time to time.
  9.3 The purpose of the preliminary hearings shall be for the Tribunal to give such directions as it considers appropriate for the conduct of the proceedings. If appropriate, the directions may include—
	(a)	a requirement for service of a written statement of Reply to the Defence and other written submissions;
	(b)	a requirement that the parties exchange copies of all documents referred to in the written submissions or intended to be referred to at the hearing;
	(c)	a requirement that the parties exchange copies of all documents in their possession, custody or power upon which they rely in support of their case or of which they are aware and which to a material extent adversely affect their own case or support the other party’s case;
	(d)	a requirement that the parties provide each other with the names of all witnesses intended to be called at the hearing;
	(e)	a requirement that the parties exchange copies of written witness statements setting out the substance of the evidence such witnesses will give, signed by the witness and verifying its accuracy;
	(f)	a direction that any witness statements shall stand as the evidence-in-chief of the witness concerned unless the Tribunal orders otherwise;
	(g)	arrangements for the timing and location of the hearing and for a transcript to be made of the hearing;
	(h)	a direction as to the extent to which the Fit and Proper Person Proceedings will be determined together with, or separately from, and either before or after any related Disciplinary Proceedings and/or any related Restitution Proceedings.
  9.4 Preliminary hearings shall be dealt with by the Tribunal Chairman alone unless in his sole discretion he considers it necessary or desirable that the matter be heard by the Tribunal.
The hearing
  9.5 There shall be an oral hearing before the Tribunal in accordance with Rules 9.6 and 9.7 below unless the parties agree that the proceedings may be determined on the basis of written submissions and documents.
  9.6 The hearing shall be in private unless the defendant requires a public hearing. In such a case the Tribunal may in its discretion direct that any part of the hearing shall take place in private if in its opinion this is necessary in the interests of justice.
  9.7 The Tribunal shall have power to determine the conduct of the hearing in such manner as it considers appropriate subject to the following—
	(a)	the Council shall open the case and shall have the right to call witnesses and adduce other evidence of any facts and matters set out in the Notice and the Reply;
	(b)	the defendant shall have the right to address the Tribunal and to call witnesses and adduce other evidence of any facts and matters set out in the Defence;
	(c)	both parties shall have the right to cross-examine and re-examine witnesses who are called and such witnesses may also be questioned by the Tribunal;
	(d)	the Council and the defendant shall each have the right to make a final address provided that the defendant shall have the right to address the Tribunal last.
  9.8 Subject to Rule 9.7 above the Tribunal may make any directions it considers appropriate varying or supplementing the above procedure including provision for further written submissions.
10. Findings and Costs
  10.1 The Tribunal shall issue its findings regarding the allegation that the defendant is not a fit and proper person and serve a copy on the parties.
  10.2 The Tribunal may make such directions as it considers appropriate in relation to the procedure or time period applicable to any matters subsequent to the hearing.
  10.3 In accordance with any direction made by the Tribunal under Rule 10.2 above each party shall—
	(a)	serve on the Tribunal and the other party any written submissions as to the directions to be made by the Tribunal or as to the costs of the Fit and Proper Person Proceedings. Either party may refer in its submissions to any misconduct admitted by or proved against the defendant, or any finding regarding the defendant of any other regulatory body or any Court of competent jurisdiction whether within the United Kingdom or elsewhere, and the Tribunal may take such matters into account;
	(b)	notify the Tribunal and the other party if it intends to make any oral submissions as to the directions to be made by the Tribunal or as to the costs of the Fit and Proper Person Proceedings, in which case the Tribunal shall arrange a hearing for that purpose; and
	(c)	serve written submissions in reply to the other party’s written submissions on the Tribunal and the other party.
  10.4 The Tribunal shall notify the parties of its decision in accordance with Rule 11.1.
11. The Tribunal’s Decision
  11.1 The Tribunal shall issue its decision as to the allegation that the defendant has ceased to be a fit and proper person and any direction made as a result of that decision or orders as to costs and serve a copy on the defendant, with a copy to the Council and to the Chairman of the Disciplinary Board.
  11.2 Subject to Rule 11.3 below, the Tribunal need not, but may in its sole discretion decide to, give reasons for its decision. If the decision is adverse to the defendant, the Tribunal shall at the same time notify the defendant of any right of appeal under the Appeal Tribunal Byelaw (No. 32 of 1996, 420) and provide a copy of that byelaw.
  11.3 The Tribunal shall, if it decides to give reasons for its decision or upon the written request of either party made no later than 14 days of the date on which its decision was served on the defendant, state in writing—
	(a)	the reasons for any findings, setting out all findings of fact made by it; and
	(b)	the reasons for any direction made or orders as to costs made.
12. Effect of the Decision
  12.1 Unless otherwise stated in the decision, the decision of a Tribunal shall take effect 14 days from the latest of—
	(a)	the date of service of the decision;
	(b)	the date of service of the written statement pursuant to Rule 11.2 above;
	(c)	the determination of any application under Rule 8.3 above; or
	(d)	the decision of the Appeal Tribunal on an application for leave to appeal.
  12.2 If the defendant exercises any right of appeal under and in accordance with the Appeal Tribunal Byelaw (No. 32 of 1996, 420), the Tribunal’s decision shall not take effect pending the determination of the appeal.
  12.3 Fit and Proper Person Proceedings shall not be treated as finally concluded until the decision of the Tribunal takes effect.
13. Publication of Decision
  13.1 Subject to Rule 13.2 below the Council may publish a decision of the Disciplinary Board or a Tribunal and any written statement under Rule 11.3 above and shall do so if—
	(a)	a Disciplinary Tribunal has made a finding of misconduct in respect of the defendant in related proceedings;
	(b)	the hearing was held in public; or
	(c)	the defendant requires the Council to do so.
  13.2 The Council may withhold publication of all or any part of any decision of the Disciplinary Board or a Tribunal or any written statement made under Rule 11.3 above where in the opinion of the Council:
	(a)	it should do so because of exceptional regulatory reasons; or
	(b)	the interests of justice so require.
  13.3 The Council may direct that a defendant in respect of whom the Disciplinary Board or a Tribunal has made a finding of misconduct, publish that finding in whatever form and manner the Council considers appropriate.
  13.4 If the hearing was not held in public, no publication shall take place earlier than the date on which a decision takes effect, unless the defendant agrees.
Part 3: Settlements
14. Settlements
  14.1 The provisions of Part 3 apply to any Fit and Proper Person Proceedings commenced in accordance with the Fit and Proper Person Proceedings Rules.
  14.2 The Council may serve on the defendant a statement of—
	(a)	the orders or directions which the Council considers would be appropriate; and
	(b)	any order as to costs which the Council considers would be appropriate.
Any statement served under this paragraph shall not be placed before the Disciplinary Board except pursuant to Rule 14.19 below.
  14.3 The defendant may enter into negotiations with the Representative of the Council regarding a settlement of the proceedings at any time by submitting to the Representative of the Council written proposals for settlement.
Procedure for settlement before the Disciplinary Board
  14.4 Any proposed terms of settlement which are agreed prior to the appointment of the Tribunal shall be submitted to the Disciplinary Board for its consideration.
  14.5 If the parties decide to agree a settlement they shall inform the Disciplinary Board immediately. Consideration of the settlement shall be on the basis of written submissions unless the Disciplinary Board otherwise directs.
  14.6 Where a decision to agree a settlement is reached pursuant to Rule 14.5 above, the parties must—
	(a)	unless the Disciplinary Board otherwise directs, submit a written statement containing any material facts which (for the purposes of the application) are either agreed or not opposed (by either party); and
	(b)	specify in the written statement (or, if none, a separate document) the orders and costs which the parties will invite the Disciplinary Board to order.
  14.7 Any document referred to in Rule 14.6 above must be submitted to the Disciplinary Board not less then 2 clear days before the day fixed for hearing of the settlement in Rule 14.5 above.
  14.8 The Disciplinary Board may approve or decline to approve the settlement and the proposed orders and costs in its absolute discretion. If it considers it appropriate, it may suggest modifications to the terms of settlement for the parties’ consideration. For the purpose of considering the terms of settlement it may require the parties to appear before it.
  14.9 If the Disciplinary Board approves the settlement, it shall issue a decision as to orders and costs which gives effect to the settlement and shall notify the parties accordingly. Its decision shall take effect immediately unless otherwise stated.
  14.10 If the Disciplinary Board declines to approve the settlement, it shall notify the parties accordingly.
Procedure for settlement before the Disciplinary Tribunal
  14.11 Any proposed terms of settlement which are agreed subsequent to the appointment of the Tribunal shall be submitted to the Tribunal for its consideration.
  14.12 Following the appointment of a Tribunal, but before the commencement of a hearing of the substantive issues, if the parties decide to agree a settlement they shall inform the Tribunal immediately and obtain a date for the hearing before the Tribunal for consideration of that settlement. If it considers it appropriate, the Tribunal may consider the settlement on the basis of written submissions.
  14.13 Where the application is made pursuant to Rule 14.12 above, the parties must—
	(a)	unless the Tribunal otherwise directs, submit a written statement containing any material facts which (for the purposes of the application) are either agreed or not opposed (by either party); and
	(b)	specify in the written statement (or, if none, a separate document) the orders and costs which the parties will invite the Tribunal to order.
  14.14 Any document referred to in Rule 14.13 above must be submitted to the Tribunal not less than 2 clear days before the day fixed for hearing of the settlement in Rule 14.12 above.
  14.15 The Disciplinary Tribunal may approve or decline to approve the settlement and the proposed orders and costs in its absolute discretion. If it considers it appropriate, it may suggest modifications to the terms of settlement for the parties’ consideration. For the purpose of considering the terms of settlement it may require the parties to appear before it.
  14.16 If the Disciplinary Tribunal approves the settlement, it shall issue a decision as to orders and costs which gives effect to the settlement and shall notify the parties accordingly. Its decision shall take effect immediately unless otherwise stated.
  14.17 If the Tribunal declines to approve the settlement, it shall—
	(a)	notify the parties accordingly; and
	(b)	disqualify itself from further proceedings.
Confidentiality
  14.18 All matters relating to settlement before the Disciplinary Board and the Tribunal shall be treated as confidential and (subject to Rule 14.19 below) shall not be relied upon in the Fit and Proper Person Proceedings to which they relate.
  14.19 Any written settlement proposals which are expressly made on the basis that they may be taken into account on the question of costs shall be admissible on that question only.
Publication of decision
  14.20 Subject to Rule 14.21 below the Council may publish the terms of settlement and shall do so if—
	(a)	the decision includes a finding that the defendant is not a fit and proper person; or
	(b)	the defendant requires the Council to do so.
  14.21 The Council may withhold publication of all or any part of any decision of the Disciplinary Board or the Tribunal or any written statement made under Rules 14.7 and 14.14 above where in the opinion of the Council:
	(a)	it should do so because of exceptional regulatory reasons; or
	(b)	the interests of justice so require.
  14.22 The Council may direct that a defendant in respect of whom the Disciplinary Board or the Tribunal has made a finding that a defendant is not a fit and proper person, publish that finding in whatever form and manner the Council considers appropriate.
Extensions of time
  14.23 The Disciplinary Board or the Tribunal may grant an extension of time for the submission of agreed terms of settlement if both the Representative of the Council and the defendant so request in writing.
423. Restitution Orders Byelaw No. 24 of 2000, 6 December 2000
COMMENCEMENT
  This byelaw came into force on 6 December 2000
EXPLANATORY NOTE
(This note is not part of the byelaw.)
  This byelaw enables a tribunal appointed by the Disciplinary Board to make an Order against any person subject to the disciplinary jurisdiction of the Society to make restitution where, in its opinion, a profit has accrued to that person as a result of a contravention of a Lloyd’s Requirement, or a third party has suffered a loss or adverse effect as a result of a contravention of a Lloyd’s Requirement by that person. Such Order is notwithstanding any finding of, or penalty imposed in respect of any finding of, misconduct.
  This byelaw also makes consequential amendments to the Issue of Proceedings by Council Byelaw (No. 18 of 1983, 402) to enable the Council to bring legal proceedings to recover any amount specified in an order made under this Byelaw as a civil debt and to the Appeal Tribunal Byelaw (No. 32 of 1996, 420) to provide a right of appeal in respect of orders made under paragraph 5 or paragraph 7 of the Restitution Orders Byelaw (No. 24 of 2000, 423).
The Council of Lloyd’s in exercise of its powers under Section 6(2) and Section 7 of Lloyd’s Act 1982, by special resolution, hereby makes the following byelaw.
Restitution Proceedings
  1. If the Council considers that any person subject to the disciplinary jurisdiction of the Society has contravened a Lloyd’s Requirement in accordance with paragraph 2 below, and:
	(1)	that profits have accrued to him as a result of the contravention of a Lloyd’s Requirement; or
	(2)	that a person or persons has or have suffered loss or otherwise been adversely affected as a result of the contravention of a Lloyd’s Requirement
the Council may institute proceedings (“Restitution Proceedings”) against any person subject to the disciplinary jurisdiction of the Society in order to obtain an order for restitution to be made.
  2. For the purpose of this byelaw:
	(1)	any person subject to the disciplinary jurisdiction of the Society contravenes a Lloyd’s Requirement if he breaches any requirement imposed by any byelaw or regulation made under Lloyd’s Acts 1871 to 1982 or under the authority given by any premiums trust deed, any condition or requirement imposed or direction given under any such byelaw regulation or authority or any direction given under Section 6 of Lloyd’s Act 1982, irrespective of the knowledge or intention of the person where acting, or omitting to act, in a manner that in fact contravenes, or fails to observe, a Lloyd’s Requirement; and
	(2)	any act or omission by an employee in the course of his employment, or of an agent within the scope of his actual or ostensible authority that is a contravention of, or a failure to observe, a Lloyd’s Requirement shall be imputed to his employer or principal and accordingly, any employer or principal shall be liable to Restitution Proceedings in such circumstances.
  3. The rules set out in Schedule 1 to this byelaw (the “Lloyd’s Restitution Rules”) shall govern the bringing of and the conduct of Restitution Proceedings.
Restitution Tribunal
  4. The Restitution Proceedings will be commenced in accordance with the Lloyd’s Restitution Rules before a tribunal (“the Restitution Tribunal”), being a tribunal appointed by the Disciplinary Board established pursuant to the Disciplinary Committees Byelaw (No. 31 of 1996) in accordance with the Lloyd’s Restitution Rules.
  5. The Restitution Tribunal appointed by the Disciplinary Board pursuant to the Lloyd’s Restitution Rules may be composed of the same persons who are, or who have been, appointed by the Disciplinary Board:
	(1)	pursuant to the Lloyd’s Disciplinary Rules to determine related Disciplinary Proceedings against the same individual or individuals the subject of the Restitution Proceedings; and/or
	(2)	pursuant to the Lloyd’s Fit and Proper Person Proceedings Rules to determine related Fit and Proper Person Proceedings against the same individual or individuals the subject of the Restitution Proceedings.
Restitution Orders
  6. (1) Where a Restitution Tribunal appointed pursuant to the Lloyd’s Restitution Rules is of the opinion either:
	(a)	that profits have accrued to a person subject to the disciplinary jurisdiction of the Society as a result of a contravention of a Lloyd’s Requirement by a person subject to the disciplinary jurisdiction of the Society; or
	(b)	that an identified person or persons has suffered or have suffered a loss as a result of a contravention of a Lloyd’s Requirement by a person subject to the disciplinary jurisdiction of the Society
the Restitution Tribunal may order a person subject to the disciplinary jurisdiction of the Society to make restitution by paying such sum as may be just having regard to the profits which appear to the Restitution Tribunal to have been accrued or to the extent of the loss or any other adverse effect, as appropriate.
  (2) In determining whether, and if so to what extent, it is just to make an order for restitution in accordance with subparagraph (1) above, the Restitution Tribunal shall consider, amongst any other relevant considerations:
	(a)	whether there are identified, or identifiable, persons who have suffered quantified or quantifiable losses or other adverse effect; and
	(b)	the number of persons who have suffered loss and the extent of those losses; and
	(c)	the availability of other means of redress including, in particular, whether the persons who have suffered losses are in a position to, or are able to, bring civil proceedings on their own behalf in order to recover their loses; and
	(d)	the conduct of the persons who have suffered the loss; and
	(e)	the nature and extent of the contravention that has caused the defendant to acquire the profit, or any person or persons to suffer a loss or other adverse effect.
  7. A Restitution Tribunal shall only make an order pursuant to paragraph 6 above where the Restitution Tribunal is of the opinion that the profit, the loss or the adverse effect, as appropriate is capable of being readily determined.
  8. Subject to paragraph 9 below, the Restitution Tribunal may only make an order for restitution to be made to a person to whom the profits are attributable, or who has suffered the loss or adverse effect (“a qualifying person”).
  9. Where a Restitution Tribunal orders a person subject to the disciplinary jurisdiction of the Society to make restitution, the Restitution Tribunal may either:
	(1)	order the payment to be made direct to a qualifying person identified by the Restitution Tribunal; or
	(2)	order a sum to be paid to the Council and to be distributed by the Council as the Restitution Tribunal directs to a qualifying person.
  10. Where a Restitution Tribunal is of the opinion:
	(1)	that profits have accrued to a person subject to the disciplinary jurisdiction of the Society as a result of the contravention of a Lloyd’s Requirement by a person subject to the disciplinary jurisdiction of the Society; or
	(2)	that an identified or identifiable person or persons has suffered or have suffered loss or otherwise been adversely affected as a result of the contravention of a Lloyd’s Requirement by a person subject to the disciplinary jurisdiction of the Society
and the Restitution Tribunal is of the opinion that the profit, loss or adverse effect is readily determinable, the Restitution Tribunal may either:
	(a)	determine the profit, loss or adverse effect itself and thereafter make an order pursuant to paragraph 6 above; or
	(b)	appoint an independent third party, acting as an expert, to investigate and report on the nature and extent of the profits that have accrued, or of the loss or other adverse effect as appropriate.
Third Party Experts
  11. If the Restitution Tribunal makes an appointment pursuant to paragraph 10(b) above, the Restitution Tribunal may make any consequential order necessary to enable the independent third party to investigate and report on the nature and extent of the profit that has accrued, or of the loss or other adverse effect including, without prejudice to the generality of the foregoing, any orders directed to the person or persons the subject of the Restitution Proceedings, or to any other person, requiring the provision of any accounts or information required to establish the nature and extent of the profit or loss or adverse effect.
  12. Any independent third party appointed by the Restitution Tribunal pursuant to paragraph 10(b) above shall report to the Restitution Tribunal on the result of the investigation carried out by the independent third party as to the nature and extent of the profit that has accrued, or the loss or other adverse effect that has resulted, from the contravention of a Lloyd’s Requirement by a person subject to the disciplinary jurisdiction of the Society and, provided that the Restitution Tribunal remains of the opinion that the profit, loss or adverse effect has accrued or resulted, the Restitution Tribunal may then make an order pursuant to paragraph 6 above.
Basis of Order Made
  13. A Restitution Tribunal may make an order for restitution pursuant to paragraph 6 above not withstanding the fact there has been no finding of misconduct against the person ordered to make restitution.
Amendments
  [These have been done on the original byelaws.]
Commencement and Application
	16.	 (1)This byelaw shall come into force on 6 December 2000.
		(2)This byelaw shall apply to all proceedings which are instituted after it comes into force.
Schedule 1—Lloyd’s Restitution Rules
Part 1—General Provisions
1. Institution of Proceedings
  If the Council considers that any person subject to the disciplinary jurisdiction of the Society has contravened a Lloyd’s Requirement and:
	(a)	that profits have accrued to him as a result of the contravention of the Lloyd’s Requirement; or
	(b)	that a person or persons has or have suffered loss or otherwise been adversely affected as a result of the contravention of the Lloyd’s Requirement
the Council may institute proceedings (“Restitution Proceedings”) against that person (“the defendant”). Restitution Proceedings shall be instituted in the name of the Council. Parts 2 and 3 to these Rules will apply to Restitution Proceedings.
2. Restitution Tribunal
  2.1 As soon as practicable after the service of a Defence or the time limited for service of a Defence, the Disciplinary Board shall appoint a Chairman of the Restitution Tribunal (the “Tribunal Chairman”) and at the same time, or as soon as practicable thereafter, a tribunal (“the Restitution Tribunal”) to hear the disciplinary proceedings.
Role of Chairman
  2.2 The Tribunal Chairman, sitting without the other members of the Restitution Tribunal, shall be responsible for the conduct of the proceedings prior to the commencement of the hearing of the substantive issues, unless in his sole discretion, he considers it necessary or desirable that the matter be heard by the Restitution Tribunal fully constituted.
Composition
  2.3 The Restitution Tribunal shall consist of three persons, one of whom shall be the Tribunal Chairman and two of whom shall be members of the Society. Of these members of the Society, one shall be a working member and one shall be an external member unless there is reason for the Restitution Tribunal not to be so comprised. The Tribunal Chairman shall be a qualified lawyer of at least ten years’ standing or a person who holds or has held high judicial office.
  2.4 The Restitution Tribunal may be composed of the same persons who are, or who have been, appointed;
	(a)	pursuant to the Lloyd’s Disciplinary Rules to determine related Disciplinary Proceedings against the same person or persons the subject of the Restitution Proceedings; and/or
	(b)	pursuant to the Lloyd’s Fit and Proper Person Determination Rules to determine related Fit and Proper Person Proceedings against the same person or persons the subject of the Restitution Proceedings.
Prompt Notice of Appointment
  2.5 The Disciplinary Board shall promptly give the Representative of the Council and the defendant notice of the membership of the Restitution Tribunal, and in the event that its appointment does not include one working member and one external member, its reasons for not including any such member.
Objections to Members of a Tribunal
  2.6 The defendant may object to any person being a member of the Restitution Tribunal. Any objection shall be made by giving notice of the objection, stating the reasons for it either:
	(a)	to the Disciplinary Board within 7 days of receiving notice of that person’s membership. If the Disciplinary Board is satisfied that the objection is properly made, it shall retire that person from the Restitution Tribunal and select another in his place, and notify the Representative of the Council and the defendant accordingly; or
	(b)	at any time thereafter to the Restitution Tribunal. If the Restitution Tribunal is satisfied that the objection is properly made it shall remit the matter to the Disciplinary Board to enable the retirement of that person from the Restitution Tribunal and selection of another in his place, and the Disciplinary Board shall notify the Representative of the Council and the defendant accordingly.
Majority Decisions
  2.7 Decisions of the Restitution Tribunal shall be by a majority.
The Human Rights Act 1998
  2.8 The Restitution Tribunal and Disciplinary Board may apply, adapt or waive any rule relating to the conduct of the proceedings before them, so as to give effect to the Human Rights Act 1998.
Revocation of Appointment
  2.9 The Disciplinary Board shall revoke the appointment of any member of a Restitution Tribunal on any of the grounds set out in paragraph 4(2) or 4(3) of the Disciplinary Committees Byelaw (No. 31 of 1996).
Conflicts of Interest
  2.10 No person appointed to be a member of a Restitution Tribunal shall take part in any matter referred to it if the circumstances are such that there would be a real danger of bias on his part or if he:
	(a)	has any material financial interest in the matter referred to the Restitution Tribunal;
	(b)	has inquired into, or was a member of any inquiry or investigating committee which inquired into, the matter referred to the Restitution Tribunal;
	(c)	was present at any meeting of the Council or any committee thereof at the time when any report was presented or discussion took place as to whether any disciplinary, Restitution or Fit and Proper Person Proceedings should be brought in respect of the matter referred to the Restitution Tribunal;
and, in the event of any of the above applying, the person in question shall inform the Disciplinary Board, the Representative of the Council and the defendant that he is unable to take part in the matter referred to the Restitution Tribunal, the Disciplinary Board shall revoke his appointment, shall appoint another person in his place and shall inform the Representative of the Council and the defendant of the new appointment.
3. General
Power to Determine Procedure
  3.1.1 Subject to these Rules, the Disciplinary Board or a Restitution Tribunal shall have power to determine the conduct of proceedings before it in such manner as it considers appropriate.
  3.1.2 Unless otherwise stated, the provisions of Rules 3.2 to 5 below regarding proceedings before a Restitution Tribunal apply also to any proceedings before the Disciplinary Board.
Burden of Proof
  3.2 The burden of proof in all Restitution Proceedings before a Restitution Tribunal shall be on the Council unless otherwise provided in these Rules or in the byelaws.
Standard of Proof
  3.3 The standard of proof required in Restitution Proceedings is the standard of proof applicable in civil cases.
Admissions of Fact
  3.4 If the defendant admits any fact or matter it shall be treated as proved against him.
Admissibility of Evidence
  3.5 A Restitution Tribunal shall not be bound by any enactment or rule of law relating to the admissibility of evidence in proceedings before any court of law. Without prejudice to the generality of this Rule, a Restitution Tribunal may admit in evidence:
	(a)	transcripts of the evidence given by the defendant in any inquiry under byelaws made under Lloyd’s Act 1871 to 1982; and
	(b)	evidence from any person who, for good reasons, is not called as a witness at the hearing.
Findings of Facts by other bodies
  3.6 The findings of fact of any court of competent jurisdiction or of any committee or tribunal of any statutory, professional body or body exercising a regulatory or disciplinary jurisdiction, whether within the United Kingdom or elsewhere, which have not been set aside on appeal or otherwise, shall be prima facie evidence of the facts so found. A criminal conviction of the defendant by any such court, which has not been set aside on appeal or otherwise, shall be conclusive evidence of the commission of the offence in question.
Oaths
  3.7 A Restitution Tribunal may administer oaths in accordance with section 7(4)(a) of Lloyd’s Act 1982.
Provision of Material
  3.8 A Restitution Tribunal may require any person subject to the disciplinary jurisdiction of the Society, who it considers may provide material documents or evidence in connection with any Restitution Proceedings, to make such documents or evidence available to it and to the parties in such manner as it considers appropriate.
Amendment of Documents
  3.9 A Restitution Tribunal may permit the amendment of any document served by the parties (including, for the avoidance of doubt, amendment of the facts and matters alleged in the Notice) on such terms as it thinks fit.
Discontinuance
  3.10 The Council may at any stage discontinue the Restitution Proceedings by serving a notice to that effect on the defendant with a copy to the Restitution Tribunal. The Restitution Proceedings shall thereupon be concluded save for any question of costs.
Joinder
  3.11 Where Restitution Proceedings are brought against two or more persons in matters considered by the Council to be related, the Council may (subject to Rule 3.12 below) require that a single Restitution Tribunal hears the proceedings.
Severance
  3.12 A Restitution Tribunal may instruct that Restitution Proceedings against two or more defendants shall be heard separately, or at the same time, or that a hearing of a particular issue be stayed until the determination of another issue.
Related Disciplinary and Fit and Proper Person Proceedings
  3.13 Where the Council considers that Restitution Proceedings are related to Disciplinary Proceedings and/or Fit and Proper Person Proceedings brought against the same person or persons then (subject to Rule 3.14 below), the Council may require that a single tribunal hears the Fit and Proper Person Proceedings, the Disciplinary Proceedings and the Restitution Proceedings.
  3.14 A Restitution Tribunal may direct that the Restitution Proceedings be heard separately from, or at the same time as related Disciplinary Proceedings and/or Fit and Proper Person Proceedings or that the hearing of a particular issue be stayed until the hearing of another issue in such proceedings.
Assessors
  3.15 At any time prior to the substantive hearing of the Restitution Proceedings, a Restitution Tribunal may appoint an assessor on such terms as it thinks fit to assist in the hearing and determination of the proceedings. An assessor shall be entitled to such remuneration and expenses from the Society as the Council may determine.
Independent Third Party Experts
  3.16 At any time after the Restitution Tribunal has determined either:
	(a)	that profits have accrued to a person subject to the disciplinary jurisdiction of the Society as a result of a contravention of a Lloyd’s Requirement by that person; or
	(b)	that an identified person or persons has or have suffered a loss or has or have otherwise been adversely affected as a result of a contravention of a Lloyd’s Requirement by a person subject to the disciplinary jurisdiction of the Society
and the Restitution Tribunal is of the opinion that the profit, loss or adverse effect, as appropriate, is readily determinable, the Restitution Tribunal may appoint an independent third party, acting as an expert, to investigate and report on the nature and extent of the profits that have accrued or of the loss or other adverse effect. The independent third party shall be entitled to such remuneration and expenses from the Society as the Council may determine and the remuneration and expenses may form part of any costs order made by the Restitution Tribunal.
  3.17 The Restitution Tribunal may make any consequential order necessary to enable the independent third party to investigate and report on the nature and extent of the profits that have accrued, or of the loss or other adverse effect including, without prejudice to the generality of the foregoing, any orders directed to a person or persons the subject of the Restitution Proceedings, or to any other person, requiring the provision of any accounts or information required to establish the nature and extent of the profit or loss or adverse effect.
  3.18 Any independent third party appointed by the Restitution Tribunal to investigate on the nature and extent of the profits that have accrued, or the extent of the loss or adverse effect shall report to the Restitution Tribunal and shall provide, at the same time, a copy of the report provided to the Restitution Tribunal to the Representative of the Council and the Defendant.
Time—Holidays
  3.19 If any period specified by these Rules expires on a Saturday, Sunday, bank holiday, Christmas Day or Good Friday, it will be extended to the next day which is not such a day.
Time—Extension
  3.20 A Restitution Tribunal may, if it considers it appropriate, extend any period within which a party is required by these Rules to do any act in connection with proceedings before it.
Time—Notice
  3.21 If the defendant makes any request to extend any time limit under Rule 3.20 above he shall at the same time notify the Representative of the Council of that request.
Costs
  3.22.1 A Restitution Tribunal may order any party to the proceedings to pay costs and, if so, shall determine the amount of those costs.
  3.22.2 Costs may include the remuneration and expenses of members of the Restitution Tribunal, assessors and independent third party experts, administration costs including legal costs and other expenses incurred in connection with the proceedings and the Society’s own costs incurred in the investigation, preparation and presentation of the case.
4. Miscellaneous
Failure to Attend
  4.1 If a defendant fails to attend any hearing before a Restitution Tribunal and the Restitution Tribunal is not satisfied that he has a reasonable excuse for his absence, it may proceed in his absence.
Failure to Comply
  4.2 The Restitution Tribunal may, in the event of the failure of a party to comply with any instruction of the Restitution Tribunal, take any action it considers appropriate, including an award of costs against that party.
Representatives—Council
  4.3 The Council shall appoint the Representative of the Council to conduct on its behalf the Restitution Proceedings (including any settlement negotiations). The Representative of the Council may instruct a qualified lawyer. The defendant and the Disciplinary Board shall be informed of the name of the Representative of the Council at the time of the service of the Notice or upon any subsequent change in that appointment.
Representatives—Defendant
  4.4 The defendant may be represented at hearings before a Restitution Tribunal by a qualified lawyer.
Representatives—Notification
  4.5 The Representative of the Council and the defendant shall notify the Restitution Tribunal and the other party of any representative he appoints as soon as reasonably practicable and in any event not less than 14 days prior to the commencement of the hearing.
Notice—in writing
  4.6 Any notice required to be given by these Rules shall be in writing.
Notice—method of service
  4.7 Any notice shall be given and service of documents pursuant to these Rules shall be effected by:
	(a)	post to the proper address;
	(b)	fax;
	(c)	leaving the document at the proper address; or
	(d)	personal service.
Notice—address
  4.8 The proper address of any person is:
	(a)	in the case of an individual, his business address or his usual or last known home address;
	(b)	in the case of a partnership, its principal or last known place of business in the United Kingdom;
	(c)	in the case of a body corporate, its registered office or principal office in the United Kingdom;
	(d)	in the case of the Council, the Representative of the Council, at his business address;
	(e)	in the case of the Disciplinary Board or a Restitution Tribunal, the Secretary of the Disciplinary Committees;
	(f)	in the case of the Representative of the Council, at his business address;
	(g)	the business address of the qualified lawyer, if any, who is acting for that person in the matter in connection with which the service of the document in question is to be effected.
Notice—deeming provisions
	4.9	(a)	Where notice is given or service is effected by post and the document is proved to have been posted, the document in question shall be presumed to have been delivered 72 hours from the time of posting and the date of notification or service shall be construed accordingly;
		(b)	Where notice is given or service is effected by fax, it shall be confirmed by the delivery or posting of a copy of the fax to the party to whom the fax was addressed and the date of notification or service shall be presumed to be the date of the fax transmission;
		(c)	Where notice is given or service is effected by leaving the document at the proper address of the person to be served, the date of notification or service shall be the date on which the document was left.
Notice—other provisions
  4.10 The provisions of Rules 4.6 to 4.9 above are without prejudice to any applicable provisions of any byelaw regarding the service of documents or notices, to which they shall be regarded as alternative.
5. Definitions
  5.1 These Rules form part of the Restitution Orders Byelaw (No. 24 of 2000, 423) and, subject to Rule 5.2 below shall be interpreted accordingly.
  5.2 In these Rules unless the context otherwise requires, the following expressions shall have the following meanings:
“Disciplinary Board” means the Disciplinary Board established pursuant to paragraph 3 of the Disciplinary Committees Byelaw (No. 31 of 1996, 419).
“misconduct” means misconduct as defined in any byelaws made under Lloyd’s Acts 1871 to 1982.
“Lloyd’s Requirement” has the meaning set out in paragraph 2 of the Restitution Orders Byelaw (No. 24 of 2000, 423).
“person subject to the disciplinary jurisdiction of the Society” means a person subject to the disciplinary jurisdiction of the Society as set out in the Misconduct and Penalties Byelaw (No. 30 of 1996, 418).
“qualified lawyer” means a barrister or a solicitor, holding a full practising certificate.
“Representative of the Council” means the individual appointed by the Council to conduct the disciplinary proceedings pursuant to Rule 4.3 above.
“Restitution Tribunal” means a Restitution Tribunal established pursuant to Rule 2.1 above.
“Notice” means a notice served under Rule 6.1.
Part 2—Restitution Proceedings
6. Institution of Restitution Proceedings
  6.1 Restitution Proceedings shall be instituted by service of a Notice on the person concerned (“the defendant”). The Notice shall:
	(a)	identify the Lloyd’s Requirement contravened; and
	(b)	contain the allegation either that profits have accrued to the defendant, or a person or persons has or have suffered loss or otherwise been adversely affected as a result of the contravention of a Lloyd’s Requirement specified, identifying, where possible, the identity of the person or persons, or the class or type of person who it is alleged has suffered or have suffered loss or been adversely affected; and
	(c)	set out the facts and matters relied on; and
	(d)	set out insofar as is possible or appropriate the restitution order sought; and
	(e)	be accompanied by copies of all documents referred to and a copy of the Restitution Proceedings Byelaw.
  6.2 The Council shall send the Disciplinary Board a copy of the Notice and any documents served under Rule 6.1 above at the same time as serving the Notice on the defendant.
  6.3 Where Restitution Proceedings are instituted against an individual, the Council may serve a copy of the Notice on his employer, his firm or any company of which he is a director, and upon his employer, firm or company at the time of the alleged conduct in the Notice.
7. Conduct of Restitution Proceedings
  7.1 Within 28 days of service of a Notice, the defendant shall serve on the Disciplinary Board in writing with a copy to the Council:
	(a)	a statement admitting that:
	(i)	he has contravened a Lloyd’s Requirement as specified in the Notice; and
	(ii)	either that profits have accrued to him as a result of the contravention of a Lloyd’s Requirement, or that the person or persons identified has or have suffered a loss as a result of the contravention of a Lloyd’s Requirement by him or has or have been adversely affected; and
	(iii)	as alleged in the Notice the facts and matters alleged in the Notice; or
	(b)	a document stating whether and if so to what extent and why:
	(i)	he denies that he has contravened a Lloyd’s Requirement as specified in the Notice;
	(ii)	he denies that profits have accrued to him as the result of the contravention of a Lloyd’s Requirement or that the person or persons identified has or have suffered loss or otherwise been adversely affected as a result of his contravention of a Lloyd’s Requirement; and
	(iii)	which (if any) of the facts and matters alleged in the Notice are challenged; and
	(iv)	any other facts and matters are relied on (“the Defence”).
  7.2 The Defence shall be accompanied by copies of any documents referred to which are additional to the documents served under Rule 6.1 or Rule 7.1 above.
  7.3 The defendant may apply to the Disciplinary Board for an extension to the time period set out in Rule 7.1 above and the Disciplinary Board may, in its sole discretion, extend that time period. If the defendant makes any request to extend any time limit under this Rule he shall at the same time notify the Representative of the Council of that request.
8. Proceedings in default of a defence
  8.1 Rules 8.2 to 8.5 below apply to Restitution Proceedings where no Defence is served.
  8.2 The allegation that:
	(a)	the defendant has contravened a Lloyd’s Requirement as specified in the Notice;
	(b)	profit has accrued to the defendant as a result of the contravention of a Lloyd’s Requirement or that a person or persons has or have suffered loss or otherwise been adversely affected as a result of a contravention of a Lloyd’s Requirement
as alleged in the Notice and the facts and matters set out therein shall be deemed to be admitted by the defendant if he has not notified the Disciplinary Board otherwise and served a Defence within 28 days of service of the Notice and the Restitution Tribunal shall issue findings accordingly and serve a copy on the parties.
  8.3 A defendant may apply to the Restitution Tribunal to set aside findings against him pursuant to Rule 8.2 above and for leave to serve a Defence. The Restitution Tribunal shall grant the application if it is satisfied that it is necessary in the interests of justice to do so. Any such application shall be made within 7 days of the date of service of the findings on the defendant.
  8.4 Within 7 days of the later of:
	(a)	service of findings under Rule 8.2 above; or
	(b)	the refusal of an application under Rule 8.3 above to set aside such findings each party shall:
	(i)	serve on the Restitution Tribunal and the other party any written submissions as to the appropriate orders to be made by the Restitution Tribunal and as to the costs of the Restitution Proceedings. Either party may refer in its submissions to any misconduct admitted by or proved against the defendant, or any finding regarding the defendant of any other regulatory body or any Court of competent jurisdiction whether within the United Kingdom or elsewhere, and the Restitution Tribunal may take such matters into account; and
	(ii)	notify the Restitution Tribunal and the other party if it intends to make any oral submissions as to the appropriate orders to be made by the Restitution Tribunal or as to the costs of the Restitution Proceedings, in which case the Restitution Tribunal shall arrange a hearing for that purpose.
  8.5.1 A party may serve written submissions in reply on the Restitution Tribunal and the other party within 7 days of service of the other party’s written submissions.
  8.5.2 The Restitution Tribunal shall notify the parties of its decision in accordance with Rule 11.1 below.
  8.6 Without prejudice to the generality of Rule 8.4 above, the written submissions provided in accordance with Rule 8.4 above shall state:
	(a)	whether the party serving the written submissions contends or accepts that the profits that have accrued, or the loss suffered or the other adverse effect, as a result of a contravention of a Lloyd’s Requirement found by the Restitution Tribunal can be readily determined;
	(b)	whether that party contends or accepts that the Restitution Tribunal should:
	(i)	itself determine the profits accrued, the loss that has been suffered or the other adverse effect; or
	(ii)	should appoint an independent third party, as an expert, to investigate and report on the profits that have accrued, the loss that has been suffered or the other adverse effect.
  8.7 The Restitution Tribunal shall not exercise its power to appoint an independent third party expert to investigate and report on the nature and extent of the profits that have accrued, or of any loss or other adverse effect, prior to the receipt of the written submissions pursuant to Rules 8.4 and 8.5.1 above and prior to hearing the oral submissions, if any, of the parties in relation thereto.
  8.8 If the Restitution Tribunal appoints an independent third party, acting as an expert, to investigate and report on the nature and extent of the profits that have accrued, or of the loss or other adverse effect, then, at the same time as making any such order, the Restitution Tribunal shall also:
	(a)	make any consequential orders necessary to enable the independent third party to investigate and report on the nature and extent of the profit that has accrued, or the loss or other adverse effect including, without prejudice to the generality of the foregoing, any orders directed at a person or persons the subject of the Restitution Proceedings, or to any other person, requiring the provision of any accounts or information required to establish the nature and extent of the profit or loss or adverse effect; and
	(b)	make any consequential order necessary to enable either the Representative of the Council or the Defendant to make submissions in writing to the independent third party; and
	(c)	make an order requiring the independent third party to serve a copy of any report provided to the Restitution Tribunal also on the Representative of the Council and the Defendant; and
	(d)	make such directions as it considers appropriate in relation to the procedure to be adopted, or the time period applicable, to any matters subsequent to the receipt of the report including, without prejudice to the generality of the foregoing, any directions as it considers appropriate in relation to the making of further submissions either in writing or orally, consequent upon the quantum of the report of the independent third party.
  8.9 The Restitution Tribunal shall notify the parties of its decision in accordance with Rule 11.1 below.
9. Contested Restitution Proceedings
Preliminary Hearings
  9.1 Rules 9.2 to 9.7 below apply to Restitution Proceedings where a Defence has been served under Rule 7.1 above or pursuant to leave given under Rule 8.3 above.
  9.2 The Restitution Tribunal shall hold a preliminary hearing within 14 days of its appointment. The Restitution Tribunal may hold further preliminary hearings from time to time.
  9.3 The purpose of the preliminary hearings shall be for the Restitution Tribunal to give such directions as it considers appropriate for the conduct of the proceedings. If appropriate, the directions may include:
	(a)	a requirement for service of a written statement of Reply to the Defence and other written submissions;
	(b)	a requirement that the parties exchange copies of all documents referred to in the written submissions or intended to be referred to at the hearing;
	(c)	a requirement that the parties exchange copies of all documents in their possession, custody or power upon which they rely in support of their case or of which they are aware and which to a material extent adversely affect their own case or support the other party’s case;
	(d)	a requirement that the parties provide each other with the names of all witnesses intended to be called at the hearing;
	(e)	a requirement that the parties exchange copies of written witness statements setting out the substance of the evidence such witnesses will give, signed by the witness and verifying its accuracy;
	(f)	a direction that any witness statements shall stand as the evidence-in-chief of the witness concerned unless the Restitution Tribunal orders otherwise;
	(g)	arrangements for the timing and location of the hearing and for a transcript to be made of the hearing;
	(h)	a direction as to the extent to which the Restitution Proceedings will be determined together with, or separately from, and either before or after any related Disciplinary Proceedings and/or any related Fit and Proper Person Proceedings.
  9.4 Preliminary hearings shall be dealt with by the Tribunal Chairman alone unless in his sole discretion he considers it necessary or desirable that the matter be heard by the Restitution Tribunal.
The Hearing
  9.5 There shall be an oral hearing before the Restitution Tribunal in accordance with Rules 9.6 and 9.7 below unless the parties agree that the proceedings may be determined on the basis of written submissions and documents.
  9.6 The hearing shall be in private unless the defendant requires a public hearing. In such a case the Restitution Tribunal may in its discretion direct that any part of the hearing shall take place in private if in its opinion this is necessary in the interests of justice.
  9.7 The Restitution Tribunal shall have power to determine the conduct of the hearing in such manner as it considers appropriate subject to the following:
	(a)	the Council shall open the case and shall have the right to call witnesses and adduce other evidence of any facts and matters set out in the Notice and the Reply;
	(b)	the defendant shall have the right to address the Restitution Tribunal and to call witnesses and adduce other evidence of any facts and matters set out in the Defence;
	(c)	both parties shall have the right to cross-examine and re-examine witnesses who are called and such witnesses may also be questioned by the Restitution Tribunal;
	(d)	the Council and the defendant shall each have the right to make a final address provided that the defendant shall have the right to address the Restitution Tribunal last.
  9.8 Subject to Rule 9.7 above the Restitution Tribunal may make any directions it considers appropriate varying or supplementing the above procedure, including provision for further written submissions.
10. Findings and Costs
  10.1 The Restitution Tribunal shall issue its findings regarding the allegation that the defendant has contravened a Lloyd’s Requirement and that the profits that have accrued to him as a result of the contravention of a Lloyd’s Requirement or that a person or persons has or have suffered loss or otherwise been adversely affected as a result of the contravention of a Lloyd’s Requirement and serve a copy on the parties.
  10.2 In accordance with any direction made by the Restitution Tribunal under Rule 9.8 each party shall:
	(a)	serve on the Restitution Tribunal and the other party any written submissions as to the orders to be made by the Restitution Tribunal or as to the costs of the Restitution Proceedings. Either party may refer in its submissions to any misconduct admitted by or proved against the defendant, or any finding regarding the defendant of any other regulatory body or any Court of competent jurisdiction whether within the United Kingdom or elsewhere, and the Restitution Tribunal may take such matters into account; and
	(b)	notify the Restitution Tribunal and the other party if it intends to make any oral submissions as to the directions to be made by the Restitution Tribunal or as to the costs of the Restitution Proceedings, in which case the Restitution Tribunal shall arrange a hearing for that purpose; and
	(c)	serve written submissions in reply to the other party’s written submissions on the Restitution Tribunal and the other party.
  10.3 Without prejudice to the generality of Rule 10.2 above, the written submissions provided in accordance with Rule 10.2 above shall state:
	(a)	whether the party serving the written submissions contends or accepts that the profits that have accrued, or the loss suffered or the other adverse effect as a result of the contravention of a Lloyd’s Requirement found by the Restitution Tribunal, can be readily determined;
	(b)	whether that party contends or accepts that the Restitution Tribunal should:
	(i)	itself determine the profits that have accrued, the loss that has been suffered or the other adverse effect; or
	(ii)	should appoint an independent third party, as an expert, to investigate and report on the profits that have accrued, the loss that has been suffered or the other adverse effect.
  10.4 The Restitution Tribunal shall not exercise its power to appoint an independent third party expert to investigate and report on the nature and extent of the profits that have accrued, or of any loss or other adverse effect, prior to the receipt of the written submissions pursuant to Rules 10.2 and 10.3 above and prior to hearing the oral submissions, if any, of the parties in relation thereto.
  10.5 If the Restitution Tribunal appoints an independent third party, acting as an expert, to investigate and report on the nature and extent of the profits that have accrued, or of the loss or other adverse effect then, at the same time as making any such order, the Restitution Tribunal shall also:
	(a)	make any consequential orders necessary to enable the independent third party to investigate and report on the nature and extent of the profit that has accrued, or the loss or other adverse effect including, without prejudice to the generality of the foregoing, any orders directed to the person or persons the subject of the Restitution Proceedings, or to any other person, requiring the provision of any accounts or information required to establish the nature and extent of the profit or loss or adverse effect; and
	(b)	make any consequential order necessary to enable either the Representative of the Council or the defendant to make submissions in writing to the independent third party;
	(c)	shall make an order requiring the independent third party to serve a copy of any report served on the Restitution Tribunal also on the Representative of the Council and the defendant;
	(d)	shall make such directions as it considers appropriate in relation to the procedure to be adopted, or the time period applicable, to any matters subsequent to the receipt of the report including, without prejudice to the generality of the foregoing, any directions as it considers appropriate in relation to the making of further submissions either in writing or orally, consequent upon the contents of the report of the independent third party.
  10.6 The Restitution Tribunal shall notify the parties of its decision in accordance with Rule 11.1 below.
11. The Restitution Tribunal’s Decision
  11.1 The Restitution Tribunal shall issue its decision as to the allegation a defendant has contravened a Lloyd’s Requirement, that profits accrued to them as a result of the contravention of a Lloyd’s Requirement or that a person or persons has or have suffered loss or otherwise been adversely affected as a result of the contravention of a Lloyd’s Requirement and that the defendant should make restitution, and any orders as a result of that decision or orders as to costs and serve a copy on the defendant, with a copy to the Council and to the Chairman of the Disciplinary Board.
  11.2 Subject to Rule 11.3 below, the Restitution Tribunal need not, but may in its sole discretion decide to, give reasons for its decision. If the decision is adverse to the defendant, the Restitution Tribunal shall at the same time notify the defendant of any right of appeal under the Appeal Tribunal Byelaw (No. 32 of 1996, 420) and provide a copy of that byelaw.
  11.3 The Restitution Tribunal shall, if it decides to give reasons for its decision or upon the written request of either party made no later than 14 days of the date on which its decision was served on the defendant, state in writing:
	(a)	the reasons for any findings, setting out all findings of fact made by it; and
	(b)	the reasons for any direction made or orders as to costs made.
12. Effect of the Decision
  12.1 Unless otherwise stated in the decision, the decision of a Restitution Tribunal shall take effect 14 days from the latest of:
	(a)	the date of service of the decision;
	(b)	the date of service of the written statement pursuant to Rule 11.2 above;
	(c)	the determination of any application under Rule 8.3 above; or
	(d)	the decision of the Appeal Tribunal on an application for leave to appeal.
  12.2 If the defendant exercises any right of appeal under and in accordance with the Appeal Tribunal Byelaw (No. 32 of 1996, 420), the Restitution Tribunal’s decision shall not take effect pending the determination of the appeal.
  12.3 Restitution Proceedings shall not be treated as finally concluded until the decision of the Restitution Tribunal takes effect.
13. Publication of Decision
  13.1 Subject to Rule 13.2 below the Council may publish a decision of the Disciplinary Board or a Restitution Tribunal and any written statement under Rule 11.3 above and shall do so if:
	(a)	a Disciplinary Tribunal has made a finding of misconduct in respect of the defendant in related proceedings;
	(b)	the hearing was held in public; or
	(c)	the defendant requires the Council to do so.
  13.2 The Council may withhold publication of all or any part of any decision of the Disciplinary Board or a Restitution Tribunal or any written statement made under Rule 11.3 above where in the opinion of the Council:
	(a)	it should do so because of exceptional regulatory reasons; or
	(b)	the interests of justice so require.
  13.3 The Council may direct that a defendant in respect of whom the Disciplinary Board or a Restitution Tribunal has made a finding of misconduct, publish that finding in whatever form and manner the Council considers appropriate.
  13.4 If the hearing was not held in public, no publication shall take place earlier than the date on which a decision takes effect, unless the defendant agrees.
Part 3—Settlements
14. Settlements
  14.1 The provisions of Part 3 apply to any Restitution Proceedings.
  14.2 The Council may serve on the defendant a statement of:
	(a)	the order for restitution which the Council considers would be appropriate; and
	(b)	any order as to costs which the Council considers would be appropriate.
Any statement served under this paragraph shall not be placed before the Disciplinary Board except pursuant to Rule 14.9 below.
  14.3 The defendant may enter into negotiations with the Representative of the Council regarding a settlement of the Restitution Proceedings at any time by submitting to the Representative of the Council written proposals for settlement.
Procedure for Settlement Before the Disciplinary Board
  14.4 Any proposed terms of settlement which are agreed prior to the appointment of the Disciplinary Tribunal shall be submitted to the Disciplinary Board for its consideration.
  14.5 If the parties decide to agree a settlement they shall inform the Disciplinary Board immediately. Consideration of the settlement will be on the basis of written submissions unless the Disciplinary Board otherwise directs.
  14.6 Where a decision to agree a settlement is reached pursuant to Rule 14.5 above, the parties must:
	(a)	unless the Disciplinary Board otherwise directs, submit a written statement containing any material facts which (for the purposes of the application) are either agreed or not opposed (by either party); and
	(b)	specify in the written statement (or, if none, a separate document) the order for restitution and costs which the parties will invite the Disciplinary Board to order.
  14.7 Any document referred to in Rule 14.6 above must be submitted to the Disciplinary Board not less than 2 clear days before the day fixed for hearing of the settlement in Rule 14.5 above.
  14.8 The Disciplinary Board may approve or decline to approve the settlement and the proposed order and costs in its absolute discretion. If it considers it appropriate, it may suggest modifications to the terms of settlement for the parties’ consideration. For the purpose of considering the terms of settlement it may require the parties to appear before it.
  14.9 If the Disciplinary Board approves the settlement, it shall issue an order for restitution and costs which gives effect to the settlement and shall notify the parties accordingly. Its decision shall take effect immediately unless otherwise stated.
  14.10 If the Disciplinary Board declines to approve the settlement, it shall notify the parties accordingly.
Procedure for Settlement Before the Disciplinary Tribunal
  14.11 Any proposed terms of settlement which are agreed subsequent to the appointment of the Restitution Tribunal shall be submitted to the Restitution Tribunal for its consideration.
  14.12 Following the appointment of a Restitution Tribunal, but before the commencement of a hearing of the substantive issues, if the parties decide to agree a settlement they shall inform the Restitution Tribunal immediately and obtain a date for the hearing before the Restitution Tribunal for consideration of that settlement. If it considers it appropriate, the Restitution Tribunal may consider the settlement on the basis of written submissions.
  14.13 Where the application is made pursuant to Rule 14.12 above, the parties must:
	(a)	unless the Restitution Tribunal otherwise directs, submit a written statement containing any material facts which (for the purposes of the application) are either agreed or not opposed (by either party); and
	(b)	specify in the written statement (or, if none, a separate document) the order and costs which the parties will invite the Disciplinary Tribunal to order.
  14.14 Any document referred to in Rule 14.13 above must be submitted to the Restitution Tribunal not less than 2 clear days before the day fixed for hearing of the settlement in Rule 14.12 above.
  14.15 The Restitution Tribunal may approve or decline to approve the settlement and the proposed order and costs in its absolute discretion. If it considers it appropriate, it may suggest modifications to the terms of settlement for the parties’ consideration. For the purpose of considering the terms of settlement it may require the parties to appear before it.
  14.16 If the Disciplinary Tribunal approves the settlement, it shall issue an order for restitution and costs which gives effect to the settlement and shall notify the parties accordingly. Its decision shall take effect immediately unless otherwise stated.
  14.17 If the Restitution Tribunal declines to approve the settlement, it shall:
	(a)	notify the parties accordingly; and
	(b)	disqualify itself from further proceedings.
Confidentiality
  14.18 All matters relating to settlement before the Disciplinary Board and Restitution Tribunal shall be treated as confidential and (subject to Rule 14.19 below) shall not be relied upon in restitution proceedings to which they relate.
  14.19 Any written settlement proposals which are expressly made on the basis that they may be taken into account on the question of costs shall be admissible on that question only.
Publication of Decision
  14.20 Subject to Rule 14.21 below the Council may publish the terms of settlement and shall do so if:
	(a)	the decision includes a finding or admission of misconduct in respect of the defendant; or
	(b)	the defendant requires the Council to do so.
  14.21 The Council may withhold publication of all or any part of any decision of the Disciplinary Board or a Restitution Tribunal or any written statement made under Rules 14.7 and 14.14 above where in the opinion of the Council:
	(a)	it should do so because of exceptional regulatory reasons; or
	(b)	the interests of justice so require.
  14.22 The Council may direct that a defendant in respect of whom the Disciplinary Board or a Restitution Tribunal has made a finding of misconduct, publish that finding in whatever form and manner the Council considers appropriate.
Extensions of Time
  14.23 The Disciplinary Board or Restitution Tribunal may grant an extension of time for the submission of agreed terms of settlement if both the Representative of the Council and the defendant so request in writing.

424. Policyholder Complaints Byelaw
No. 10 of 2001, 5 November 2001
COMMENCEMENT
  This byelaw commenced on 5 December 2001
EXPLANATORY NOTE
(This note is not part of the byelaw.)
  The matters set out in this byelaw are intended to ensure that complaints made by or on behalf of policyholders are dealt with effectively.
The Council of Lloyd’s in exercise of its power under Section 6(2) of the Lloyd’s Act 1982 by special resolution hereby makes the following byelaw.
Power of the Council to make codes of practice and requirements
  (1) The Council may from time to time make codes of practice and requirements in respect of any matters relating to the handling of complaints made by or on behalf of a policyholder.
Handling of complaints
  (2) Every person transacting the business of insurance at Lloyd’s must ensure that it handles a complaint made by or on behalf of a policyholder—
	(a)	in accordance with any codes of practice and requirements made by the Council under paragraph 1; and
	(b)	in a manner which properly protects the name, reputation and standing of the Society.
Power of the Council to give directions
  (3) Where any complaint is or may be made by or on behalf of a policyholder the Council may wherever it appears to the Council to be appropriate to do so, for the purposes of protecting the interests of the policyholder or the name, reputation or standing of the Society or the interests of members of the Society as a whole, give a direction to any person transacting the business of insurance at Lloyd’s requiring that person to do such acts or things or refrain from doing such acts or things as the Council may require.
Interpretation
  (4) In this byelaw—
	(a)	“complaint” includes any expression of dissatisfaction, whether oral or written and whether justified or not,
	(b)	“policyholder” includes any person claiming to be or alleged to be a policyholder.
Commencement
  (5) This byelaw shall come into force on 5 December 2001.

E—Constitutional & Administrative
This heading brings together all the provisions pertaining to:
(i) the constitution of the Society (e.g., governing bodies, general meetings and the byelaw regime);
(ii) the Reconstruction and Renewal programme; and
(iii) other non-regulatory administrative matters (e.g., central Fund).

500. Interpretation Byelaw
No. 1 of 1983, 5 January 1983

COMMENCEMENT
  This byelaw commenced on 5 January 1983.
AMENDMENTS
  This byelaw was amended by
Lloyd’s Byelaws release dated 24 October 1983
Lloyd’s Byelaws release dated 9 April 1984
Miscellaneous Administrative Provisions (No. 2) Byelaw dated 6 January 1993
Corporate Members (Consequential Amendments) Byelaw dated 8 September 1993
Corporate Members (Miscellaneous Amendments) Byelaw dated 8 December 1993
Lloyd’s Brokers (Amendment No. 7) Byelaw dated 6 September 1995
Membership (Amendment No. 3) Byelaw dated 6 September 1995
New Central Fund Byelaw (No. 23 of 1996) dated 5 June 1996
Premiums Trust Fund and Regulating Trustee Byelaw (No. 22 of 1998)
Underwriting Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Intermediary Amendment Byelaw (No. 10 of 2000)
Lloyd’s Policy Signing Office Byelaw (No. 11 of 2000)
Lloyd’s Brokers Byelaw (No. 17 of 2000).
REVOCATION
  This byelaw was revoked by the Glossary Byelaw (No. 8 of 2001).

501. Promulgation of Byelaws and Regulations Byelaw No. 9 of 1983, 5 January 1983
COMMENCEMENT
  This byelaw commenced on 5 January 1983.
  1. (a)(i) Not later than the close of business in the Room on the day on which the Room is first open for business after the making, amendment or revocation of any byelaws by the Council or a regulation by the Committee, the Secretary General or other person duly authorised by the Council shall promulgate such byelaw or regulation amendment thereto or revocation thereof by posting in the Room a Notice containing the wording of such byelaw, regulation or amendment thereto or full particulars of such revocation thereof as the case may be and any such Notice shall state where copies of such byelaw, regulation or amendment may be obtained.
  (ii) A regulation ratified by the Council by special resolution shall be deemed for the purposes of this byelaw to be a byelaw made by the Council and after such ratification shall be promulgated in accordance with this byelaw.
  (b) A byelaw or regulation or an amendment thereto or revocation thereof shall come into force on the date on which, by special resolution or by resolution, it is duly made or on such later date as shall be specified by such resolution.
  (c) A notice pursuant to Section 6(4) Lloyd’s Act 1982 requesting the submission of any byelaw, amendment thereto or revocation thereof to the members in General Meeting may be served upon the Council within sixty days of the promulgation of such byelaw, amendment thereto or revocation thereof, or within such longer period as the Council may in any case determine.
502. Maintenance of Byelaws and Regulations Byelaw No. 14 of 1983, 7 February 1983
COMMENCEMENT
  This byelaw commenced on 7 February 1983.
  1. The Secretary General or other person duly authorised by the Council shall maintain a volume of byelaws and regulations which shall be available for inspection by members of the Society and such other persons as the Council may decide on such days and during such hours as the Room shall be open.  2. Copies of such byelaws and regulations in such form as the Council may from time to time decide shall be made available upon request to members of the Society and to such other persons on such terms as the Council may decide, which may include terms as to payment or otherwise.
503. Miscellaneous Matters Byelaw No. 15 of 1983, 7 February 1983
COMMENCEMENT
  This byelaw commenced on 7 February 1983.
AMENDMENTS
  This byelaw was amended by
Powers of Charging Byelaw (No. 12 of 1990)
Corporate Members (Consequential Amendments) Byelaw (No. 20 of 1993)
Miscellaneous Matters (Amendment No. 2) Byelaw (No. 19 of 1996)
Miscellaneous Matters (Amendment No. 3) Byelaw (No. 5 of 2000)
Intermediary Amendment Byelaw (No. 10 of 2000).
Agents
  1. The Council may appoint agents or correspondents of the Society at ports and other places and regulate the duties of such agents and correspondents.
Forms, Ballot Papers, Notices and Documents, etc.
  2. [[(1)]] Any form, ballot paper, notice or other documentation required under these byelaws to be sent to the members of the Society by the Secretary General or other person duly authorised by the Council shall be deemed to have been properly sent if it is sent to [an individual] member of the Society at his last known place of business or abode [or to a corporate member at its registered or principal office] but, unless the Council shall otherwise determine, the result of a ballot under these byelaws shall not be invalidated by any accidental omissions of the Secretary General or other person duly authorised by the Council to send any form, ballot paper, notice or other documentation to any member of the Society or by the non-receipt by any member of the Society of any such form, ballot paper, notice or other documentation, or by any accidental error in any form, ballot paper, notice or other documentation.
  [[(2) If the Council is advised that the sending of any form, ballot paper, notice or other documentation referred to in sub-paragraph (1) above to any address not within the United Kingdom would contravene the law of any country or territory outside the United Kingdom or any requirement of any government, statutory or regulatory body or court outside the United Kingdom, such form, ballot paper, notice or other documentation need not be sent to any such address, provided that:
	(i)	if a member to whom a form, ballot paper, notice or other documentation (as appropriate) is not sent in accordance with this sub-paragraph (2) has given to the Secretary to the Council or other person duly authorised by the Council an address within the United Kingdom at which any form, ballot paper, notice or other documentation may be sent to him he shall be entitled to have any form, ballot paper, notice or other documentation sent to him at that address;
	(ii)	if such a member has not given an address within the United Kingdom at which any form, ballot paper, notice or other documentation may be sent to him, any form, ballot paper, notice or other documentation shall be made available to him by causing the form, ballot paper, notice or other documentation to be published, or by causing a notice specifying where a copy of the form, ballot paper, notice or other documentation can be obtained to be published, in at least one daily newspaper having a national circulation in the United Kingdom.]]
NOTE
Notices
  3. Notices to members of the Society not directed by Lloyd’s Acts 1871 to 1982 or these byelaws to be otherwise given shall be given by posting the same in the Room.
Members etc. not to supply information
  4. No member of the Society or other person granted admission to the Room or other parts of the premises of the Society shall without the previous express sanction of the Chairman or a Deputy Chairman of Lloyd’s copy, supply or release any information, document or other material relating to the affairs of the Society or of the members of the Society where the confidential nature of such information, document or other material is expressly stated therein or is implicit from the context in which such information, document or other material is published or received.
Admission to Room, etc.
  5. Admission to, use of, and allocation of space in, the Room and the other parts of the premises of the Society shall be at the discretion of the Council.
Votes of Money
  6. The Council shall be entitled to make grants of money otherwise than for the business purposes of the Society, but any such grant in excess of £10,000 shall be reported in the annual accounts.
Presentation of Accounts, etc.
  7. Annual accounts shall be made up to the 31st day of December so as to show a true and fair view of the income and expenditure of the Society for the year and its state of affairs. The accounts shall be approved by the Council. The Council shall appoint auditors who shall report to the members of the Society whether in their opinion the accounts give a true and fair view of the income and expenditure of the Society and of its state of affairs. [A person or firm shall be eligible for appointment as auditors where that person or firm is eligible for appointment as a company auditor under section 25 of the Companies Act 1989 save that a person or firm eligible only by reason of sub-section 25(3) shall not be eligible for appointment as auditors. Where such appointment is in respect of a firm which is a partnership the provisions of section 26 of the Companies Act 1989 shall apply unless the Council determines otherwise.]
The accounts together with the auditors’ report shall ordinarily be despatched to members of the Society with the notice convening the Ordinary General Meeting of members to be held in June.
NOTE
  [7A. In paragraph 7, the expressions “company auditor” and “firm” shall have the meanings ascribed to them respectively in section 24(2) and section 53 of the Companies Act 1989.]
NOTE
Powers of Charging
  8. [This paragraph was deleted on 5 December 1990 by byelaw No. 12 of 1990 with effect from 6 December 1990.]
Powers of Investment
  9. The Council may invest the funds and other property of the Society in or upon investments of such nature as it shall in its absolute discretion think fit.
Registration of Assets
  10. All assets of the Society shall be registered in or operated through accounts in the name of the Corporation of Lloyd’s or by nominees appointed by the Council.
List of Members, etc.
  11. In April in each year a list of members of the Society, Lloyd’s [advisers, [[…]]], underwriting agents, subscribers and associates shall be produced in such form as the Council shall determine.
NOTE
Medals
  12. The Council may present the medals of the Society as an honorary acknowledgement to those who have attempted or contributed to the saving of life or property or for services to Lloyd’s.
  [13. For the purpose of section 8(3) of Lloyd’s Act 1982 a captive corporate member may in the course of its underwriting business at Lloyd’s accept business from or through a Lloyd’s broker or any person for the time being appointed to carry out the functions, powers and duties of a managing agent as respects that member.]
NOTE
504. Suspension From Membership of the Council, the Committee, and Any Sub-Committee Byelaw No. 16 of 1983, 7 February 1983
COMMENCEMENT
  This byelaw commenced on 7 February 1983.
  1. The Council may by special resolution direct the suspension of a person as:—
	(a)	a member of the Council;
	(b)	a member of the Committee;
	(c)	a member of any sub-committee or other body of persons appointed by the Council or Committee under these byelaws;
provided that such power of suspension shall only be exercised by the Council in the case of any such person:—
	(i)	against whom disciplinary proceedings are pending under Lloyd’s Acts 1871 to 1982 or any byelaws made thereunder; or
	(ii)	against whom an adverse verdict has been reached by a Disciplinary Committee or the Appeal Tribunal in any disciplinary proceedings under Lloyd’s Acts 1871 to 1982 or any byelaws made thereunder; or
	(iii)	against whom disciplinary proceedings under Lloyd’s Acts 1871 to 1982 might, in the opinion of the Council, have been taken if such member was subject to the jurisdiction of the Disciplinary Committees; or
	(iv)	who has been suspended pursuant to any byelaw made under Lloyd’s Act 1982; or
	(v)	who has been convicted by any court of competent jurisdiction of any crime which, in the opinion of the Council, involves dishonesty or lack of good faith and such conviction has not to the Council’s knowledge been set aside on appeal or otherwise; or
	(vi)	who has been adjudicated bankrupt or adjudicated or declared insolvent by the due process of law of the United Kingdom or elsewhere, or who has made any arrangement or composition with his creditors or who has otherwise acknowledged his inability to pay his debts; or
	(vii)	who is or has become insane.
  2. The Council may take any steps and give any further directions that it considers necessary as a consequence of or in connection with such suspension.  3. Save as provided in paragraph 4 below, before exercising such power of suspension the Council shall:—
	(a)	inform the person liable to suspension of the reasons why the exercise of such power is being considered and give details of the terms of the proposed suspension; and
	(b)	permit such person to make oral or written representations as to the suspension or its terms within such period as the Council may require.
  4. If in the opinion of the Council such power of suspension is required to be exercised immediately, the Council may exercise such power without having first taken the steps referred to in sub-paragraphs (a) and (b) of paragraph 3 above before exercising such power. But in any case the Council shall:—
	(a)	as soon as possible inform the person suspended:-
	(i)	of the terms of the suspension, and
	(ii)	of the reasons why such power has been exercised;
	(b)	permit such person to make oral or written representations as to the suspension or its terms within seven days thereafter; and
	(c)	after hearing or receiving such representations, decide whether the direction of suspension is to be revoked, amended or continued in force, and shall communicate its decision to such person as soon as possible.
  5. At any time while a person is subject to a direction of suspension under this byelaw, such person may make written representations to the Council requesting the revocation or amendment of such direction. If the Council is satisfied that there has been a material change in the relevant circumstances, then within fourteen days from receipt of such written representations the Council shall permit such person to make oral representations. After hearing such representations the Council shall decide whether such direction is to be revoked, amended or continued in force, and shall communicate its decision to such person as soon as possible.  6. Any direction of suspension under this byelaw shall be on such terms and subject to such conditions as the Council may in its discretion specify.  7. The Council may at any time revoke or amend a direction of suspension under this byelaw, and paragraphs 3 and 4 of this byelaw shall apply mutatis mutandis to any such amendment.  8. Upon a direction of suspension under this byelaw being made, continued, amended or revoked the Council shall forthwith give notice (a) by posting in the Room, and (b) by such other means of public notice, including insertion of notices in newspapers or journals, as the Council may determine. The notices shall contain such particulars as the Council shall determine.
505. The Underwriting Agents Byelaw No. 4 of 1984, 14 May 1984
COMMENCEMENT
  This byelaw commenced on 14 May 1984.
AMENDMENTS
  This byelaw was amended by
Underwriting Agents (Amendment) Byelaw (No. 8 of 1987)
Underwriting Agents (Amendment No. 2) Byelaw (No. 4 of 1988)
Lloyd’s Market Certificate Byelaw (No. 6 of 1989)
Underwriting Agents (Amendment No. 3) Byelaw (No. 9 of 1989)
Underwriting Agents (Amendment No. 4) Byelaw (No. 14 of 1989)
Underwriting Agents (Amendment No. 5) Byelaw (No. 18 of 1989)
Underwriting Agents (Amendment No. 6) Byelaw (No. 4 of 1990)
Miscellaneous Administrative Provisions (No. 2) Byelaw (No. 1 of 1993)
Underwriting Agents (Amendment No. 7) Byelaw of 1993 (No. 7 of 1993)
Annual Subscribers, Associates, Substitutes and Others Byelaw (No. 8 of 1993)
Information and Confidentiality Byelaw (No. 21 of 1993)
Underwriting Agents’ Qualifications (Miscellaneous Amendments) Byelaw (No. 32 of 1993)
Transitional and Conversion Arrangements (Corporate Member) Byelaw (No. 9 of 1994)
Underwriting Agents (Amendment No. 8) Byelaw (No. 13 of 1994)
Companies’ Accounts (Miscellaneous Amendments) Byelaw (No. 15 of 1994)
Syndicate Accounting Byelaw (No. 18 of 1994)
Underwriting Agents (Amendment No. 9) Byelaw (No. 3 of 1995)
Underwriting Agents (Amendment No. 10) Byelaw (No. 8 of 1995)
Underwriting Agents (Amendment No. 11) Byelaw (No. 15 of 1995)
Appeal Tribunal Byelaw (No. 18 of 1995)
Underwriting Agents (Amendment No. 12) Byelaw (No. 5 of 1996)
Conversion and Related Arrangements Byelaw (No. 22 of 1996)
Underwriting Agents (Amendment No. 13) Byelaw (No. 36 of 1996)
Underwriting Agents (Amendment No. 14) Byelaw (No. 20 of 1997)
Underwriting Agents (Amendment No. 15) Byelaw (No. 14 of 1998)
Captive Corporate Members Byelaw (No. 19 of 1998)
Premiums Trust Fund and Regulating Trustee Byelaw (No. 22 of 1998)
Training and Development Byelaw (No. 23 of 1998)
Proportional Reinsurance Syndicates Byelaw (No. 9 of 1999)
Underwriting Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Revocation Byelaw (No. 16 of 1999)
Lloyd’s Policy Signing Office Byelaw (No. 11 of 2000)
Annual Subscribers Byelaw (No. 15 of 2000)
Lloyd’s Brokers Byelaw (No. 17 of 2000)
Underwriting Agents (Amendment No. 17) Byelaw (No. 2 of 2001).
For the full text of this byelaw, see Part A, 101.
506. The Central Fund Byelaw
No. 4 of 1986, 14 July 1986

COMMENCEMENT
  This byelaw commenced on 15 July 1986.
AMENDMENTS
  This byelaw was amended by
Central Fund (Amendment) Byelaw (No. 10 of 1987)
Central Fund (Amendment No. 2) Byelaw (No. 9 of 1988)
Corporate Members (Consequential Amendments) Byelaw (No. 20 of 1993)
New Central Fund Byelaw (No. 23 of 1996)
Amendment Byelaw (No. 9 of 2001).
EXPLANATORY NOTE
  (This note is not part of the byelaw.)
  This Byelaw, in place of the Central Fund Agreement 1927, provides for the management, investment and application of Lloyd’s Central Fund under the direction of the Council of Lloyd’s. It requires that as a condition of underwriting insurance business at Lloyd’s members contribute to the Central Fund at rates prescribed from time to time by the Council. Annual contributions are payable, together with any further contributions which the Council may from time to time prescribe by special resolution.
  Paragraphs 8 and 10 of the Byelaw re-enact the provision of Byelaw No. 2 of 1985 (Recovery of Monies) which empower the Society to apply monies out of funds and property of the Society (other than the Central Fund) for the purposes specified in paragraph 8 of the Byelaw, and to recover from members monies paid out of the Central Fund or from other funds of the Society in accordance with this Byelaw.
The Council of Lloyd’s in exercise of its powers under section 6(2) and paragraphs (1) and (4) of schedule 2 of Lloyd’s Act 1982 and section 7 of Lloyd’s Act 1911 (as amended) by special resolution hereby makes the following byelaw.
1. Interpretation
  [The provisions of the schedule to this byelaw shall have effect.]
NOTE
2. Administration of the Central Fund
  The Society shall:
	(a)	hold, manage and apply in accordance with the provisions of this byelaw a fund to be known as the Central Fund;
	(b)	levy contributions to the Central Fund in accordance with the provisions of this Byelaw from members of the Society; and
	(c)	have such other powers and duties as respects the Central Fund as are conferred or imposed by this byelaw.
3. Assets of the Central Fund
  The Central Fund shall consist of:
	(a)	the assets of the fund constituted by an agreement in writing made on 18 May 1927 (and therein described as “the Central Fund”) between the Society and the members of the Society whose names were subscribed thereto;
	(b)	contributions to the Central Fund levied pursuant to paragraph 4;
	(c)	monies borrowed by the Society pursuant to paragraph 5;
	(d)	the investments and other property for the time being representing such fund and contributions;
	(e)	income arising from the investments or other assets from time to time constituting the Central Fund;
	[(f)	(i)recoveries made from members of the Society pursuant to paragraph 10(1)(a) of this byelaw;
		(ii)recoveries made from members of the Society pursuant to paragraph 10A(5) or (6) of this byelaw and transferred to the Central Fund pursuant to paragraph 10A(9) of this byelaw;]
	(g)	any other monies or assets which may at any time be added to or accrue to the Central Fund.
NOTE
4. Contributions to the Central Fund 
[…]
  (2) The amount of contributions payable by members of the Society to the Central Fund and the manner of calculating such amounts shall be such as the Council shall from time to time by special resolution prescribe.
  (3) Contributions shall be payable on such date or dates as the Council shall from time to time by special resolution prescribe.
  (4) Contributions shall be levied on members of the Society by service on each member of the Society or his underwriting agent or agents of a notice specifying the amount due, which shall be paid by such member not later than the date specified for that purpose in such notice.
[…]
  (6) The Council may from time to time by special resolution exempt any member or class of members of the Society from liability to make contributions pursuant to this paragraph.
  (7) Any exception granted pursuant to sub-paragraph (6)
	(a)	may apply indefinitely or for such period as the Council may specify;
	(b)	may be general or limited to a particular levy or levies whether made under sub-paragraph (1) or sub-paragraph (5).
  (8) Every member of the Society shall furnish to the Society such information as the Council may from time to time require in writing for the purposes of this byelaw.
  (9) Any information required pursuant to sub-paragraph (8) shall be furnished in such manner and at such time or times as the Council may specify in writing.
  (10) A member of the Society shall only be required under this paragraph to furnish such information as he or his underwriting agent or agents possess or can reasonably be expected to obtain.
  (11) Payment of contributions to the Central Fund in accordance with this byelaw shall be a condition relating to permission to underwrite insurance business at Lloyd’s and the provisions of [Membership Byelaw (No. 17 of 1993, 111)] shall apply accordingly where any member of the Society fails to comply with such condition.
NOTE
5. Borrowing for the Central Fund
  The Society may from time to time, to hold, manage and apply as assets of the Central Fund, borrow monies in such amounts as are in the opinion of the Council desirable.
6. Management and investment of the Central Fund
  Monies in the Central Fund for the time being may be invested by the Society in such manner as the Council may from time to time determine.  [6A. Where any member fails to pay any contribution, or part thereof, levied pursuant to this byelaw by the date specified by the Council for payment he shall be liable to pay interest on the balance remaining unpaid after the date so specified until the date on which payment is made at such rates as the Council may from time to time prescribe.]
NOTE
7. Application of the Central Fund
  Monies out of the Central Fund may be applied and the Central Fund may be charged for any of the following purposes:
	(a)	making good any default by any member of the Society under any contract of insurance underwritten at Lloyd’s;
	(b)	preventing the occurrence or reducing the extent of such default by any member of the Society;
	(c)	compensating in whole or in part any person (including the Society) for making for or on behalf of any member of the Society any payment which has the effect of preventing or reducing such default by any such member;
	(d)	extinguishing or reducing the liability of any member of the Society to any person whatsoever whether or not arising under a contract of insurance;
	(e)	repaying monies previously borrowed for the purposes of this byelaw and paying interest, premium or other charges on such monies;
	(f)	any other purpose;
where in the opinion of the Council it is expedient for the advancement and protection of the interests of the members of the Society in connection with the business carried on by them as such members.
8. Application of other funds or property of the Society
  Monies out of the funds or property of the Society other than the Central Fund may be applied and such funds or property may be charged for any of the following purposes:
	(a)	making good any default by any member of the Society under any contract of insurance underwritten at Lloyd’s;
	(b)	preventing the occurrences or reducing the extent of such default by any member of the Society;
	(c)	compensating in whole or in part any person for making for or on behalf of any member of the Society any payment which has had the effect of preventing or reducing such defaults by any such member;
	(d)	extinguishing or reducing the liability of any member of the Society to any person whatsoever, whether or not arising under a contract of insurance where in the opinion of the Council it is expedient for the advancement and protection of the interests of the members of the Society in connection with the business carried on by them as such members.
[8A. Interim application of Central Fund or of other funds or property of the Society
  (1) Monies or other assets forming part of the Central Fund, or forming part of other funds or property of the Society, may be put in trust, charged, appropriated or set apart, conditionally or otherwise, with a view to their application under paragraph 7 or 8.
  (2) Without prejudice to the generality of sub-paragraph (1), where at any time the general insurance business assets of a member of the Society are less than the required amount calculated under LLD 11.2.6R or the long term insurance business assets of a member of the Society are less than the required amount calculated under LLD 11.2.7R the Council may direct that monies or other assets in the Central Fund or any other monies or assets of the Society be put in trust, charged, appropriated or set apart, conditionally or otherwise (whether separately or part of monies or assets so dealt with in respect of more than one member), with a view to their application out of the Central Fund or, as the case may be, out of the other fund or property of the Society in question, for any of the purposes mentioned in paragraph 7(a) to (d) or paragraph 8(a) to (d) respectively.
  (3) In this paragraph references to a “member of the Society” shall be taken to refer also to former members and the estates of deceased members.
  (4) In this paragraph “general insurance business assets”, “long term insurance business assets” and “required amount” have the same meanings as in LLD 11.2.1R.]
NOTE
9. Council discretion in administration of Central Fund
  (1) No policyholder or any other person shall have any right to payment from the Central Fund or to any account of the management, investment or application of the assets comprised in the Central Fund.
  (2) The decision of the Council on all matters as respects the Central Fund shall be final.
10. Liability of members of the Society in respect of payments made under this Byelaw
  (1) Where
	(a)	monies out of the Central Fund (or any part thereof put in trust, charged, appropriated or set apart, conditionally or otherwise, with a view to such application) have been applied in any of the circumstances mentioned in paragraph 7(a) to (d); or
	(b)	monies out of the funds or property of the Society other than the Central Fund have been applied in any of the circumstances mentioned in para- graph 8
any member of the Society in respect of, on account of or for the benefit of whom such monies have been so applied shall on demand pay forthwith to the Society any amounts not exceeding any sums so applied in respect of, on account of or for the benefit of that particular member of the Society, together with (if so demanded) interest thereon at the rate prescribed from time to time as applicable to judgment debts from the date of such application to the date of payment, and the Society may bring proceedings to recover the same as a civil debt.
  (2) The rights and liabilities conferred or created by this byelaw shall subsist notwithstanding that the member of the Society in respect of, or on account of or for the benefit of whom monies have been applied as aforesaid has ceased to be a member of the Society by reason of resignation, death or otherwise.
[10A. Liability of members in respect of appropriation of assets for solvency test
  (1) Where—
	(a)	the Council has made a direction under paragraph 8A(2) in relation to a member of the Society; and
	(b)	it appears likely that but for the exercise of powers under this paragraph monies or assets put in trust, charged, appropriated or set aside pursuant to that direction would be likely to be applied under paragraph 7 or 8 for any one or more of the purposes mentioned in paragraph 7(a) to (d) or paragraph 8(a) to (d) respectively in relation to that member,
the Council may by written notice served on him or his underwriting agent require that member to pay to the Society within 28 days after the date of service of the notice a sum specified in the notice not exceeding the value of monies or assets which it appears would otherwise be likely to be applied in relation to that member.
  (2) Any monies paid to the Society by a member under sub-paragraph (1) (together with any interest thereon but excluding any legal costs recovered by the Society) shall be held by the Society in a separate interest-bearing account of the Society pending application under sub-paragraph (3), transfer under sub-paragraph (4) or return to that member under sub-paragraph (5) or (6).
  (3) Any monies held by the Society in an interest-bearing account pursuant to sub-paragraph (2) may, together with any interest earned thereon, be applied by the Society in relation to that member for any purpose specified in paragraph 7(a) to (d) in the case of a direction in relation to the Central Fund, or specified in paragraph 8(a) to (d) in the case of a direction in relation to other assets of the Society.
  (4) Where monies or other assets forming part of the Central Fund, or of any other funds or property of the Society (including any part thereof put in trust, charged, appropriated or set apart, conditionally or otherwise with a view to such application), have been applied for any of the purposes mentioned in paragraph 7(a) to (d) or 8(a) to (d) in relation to a member of the Society, any amount subsequently received by the Society from that member under sub-paragraph (1) of this paragraph, together with any interest (if any) thereon, shall be treated as having been paid in diminution or extinction, as the case may be, of the liability of that member under paragraph 10 and shall be transferred to the Central Fund (in a case where monies or assets have been applied out of the Central Fund) or to such other fund or account of the Society as the Council thinks fit (in a case where monies or assets have been applied out of other funds or property of the Society) save to the extent that the amount received exceeds the liability of the member under paragraph 10, in which case any such surplus shall be held in a separate interest-bearing account of the Society in accordance with sub-paragraph (2).
  (5) Subject to sub-paragraph (6), where it appears that for any reason the amount received by the Society from a member under sub-paragraph (1) of this paragraph, together with any interest earned thereon, exceeds the sum that is likely to be required by the Society be applied pursuant to sub-paragraph (3) for any purpose specified in paragraph 7(a) to (d) or 8(a) to (d) or to be transferred pursuant to sub-paragraph (4) of this paragraph, the Council may direct that there shall be repaid forthwith to the member such surplus together with any interest earned thereon from the date of receipt to the date of repayment.
  (6) Where—
	(a)	the Council has made a direction under paragraph 8A(2) in relation to a member;
	(b)	the Society has received an amount from that member under sub-paragraph (1); and
	(c)	it appears from accounts prepared by or on behalf of the Society for the preparation of the Lloyd’s Return in a subsequent year that the amount for the time being held in respect of that member in an interest bearing account under sub-paragraph (2) exceeds the amount for the time being likely to be required by the Society to be applied pursuant to sub-paragraph (3) or transferred to the Central Fund or other fund or account of the Society under sub-paragraph (4),
such surplus, together with interest (if any) earned thereon from the date of receipt to the date of repayment, shall be repaid to that member forthwith after the Lloyd’s Return is provided to the Financial Services Authority pursuant to LLD 15.2.R.
  (7) The Council may at any time agree to reduce or waive any amount required by the Society or owed by a member to the Society under this paragraph.
  (8) In this paragraph references to a “member” shall be taken to refer also to any person, or to the estate of any person, who has been a member at any time on or after 8 December 1988 (the date when this paragraph, as originally made, came into force), notwithstanding that that person is no longer a member at the time when any provision of this paragraph falls to be applied.]
NOTE
NOTE TO PARAGRAPH 10A(1A)
  In updating this byelaw (on 7 December 1998), byelaw No. 9 of 1988 stated that the provisions of this byelaw shall not apply in relation to any direction of the nature referred to in paragraph 10A(1a) made before 1 January 1989.
11. Revocation of Byelaw
Byelaw No. 2 of 1985 (Recovery of Monies paid out of Lloyd’s Central Fund or the Funds and Property of the Society) is revoked.
12. Commencement
This byelaw shall come into force on 15th July 1986.
[SCHEDULE. INTERPRETATION
In this byelaw, unless the context otherwise requires:—
[[…]]
“Central Fund” means the fund held, managed and applied by the Society pursuant to paragraph 2;
[[…]]
[[…]]
“members’ agent” means an underwriting agent which is listed as a members’ agent on the register of underwriting agents maintained under the Underwriting Agents Byelaw (No. 4 of 1984, 101);
[[…]]
[[…]]]
NOTE

507. The Pcw Syndicates (Exemptions
and Miscellaneous Provisions)
Byelaw No. 6 of 1987, 3 June 1987
COMMENCEMENT
  The byelaw commenced in two stages. Paragraph 4 came into force on 3 June 1987; see paragraph 6 as to commencement of other provisions.
EXPLANATORY NOTE
  (This note is not part of the byelaw.)
  (1) Paragraph 2 of this byelaw empowers the Council of Lloyd’s to modify the provisions of Lloyd’s byelaws and regulations (and conditions or requirements prescribed or imposed thereunder) as they apply in connection with the underwriting business of members of certain Lloyd’s syndicates (referred to in Schedule 2) or of Lloyd’s syndicate 9001.
  (2) Paragraph 4 of the byelaw also empowers the Council to authorise the guarantee by the Society of Lloyd’s, pursuant to section 9 of Lloyd’s Act 1911, of the payment of claims or demands on contracts of insurance underwritten by the relevant syndicates or syndicate 9001, including such guarantees of contracts of reinsurance to close as may be given in any agreement executed in accordance with the terms of Offer 1 or Offer 2 made by the Society on 9th April 1987 to certain members of the relevant syndicates.
  (3) Paragraph 5 permits the members of relevant syndicates and syndicate 9001 in accepting or placing insurance business as such members to do so otherwise than through a Lloyd’s Broker.
  (4) Paragraph 4 (Power to guarantee payment of claims on demand on contracts of insurance at Lloyd’s) came into force on 19 June 1987. Paragraph 2 and 3 (power to modify byelaws and regulations) and 5 (acceptance and placing of insurance business) come into force on the day on which the Society, by notice posted in the room, declares Offer 2 to have become unconditional.
The Council of Lloyd’s in exercise of its powers under section 6(2) and section 8(3) of Lloyd’s Act 1982 and section 9 of Lloyd’s Act 1911 by special resolution hereby makes the following byelaw.
1. Interpretation
  The provisions of Schedule 1 to this byelaw (Interpretation) shall have effect.
2. Power to modify byelaws and regulations
  The council may from time to time where it appears expedient direct that, in connection with the underwriting business of any member of the relevant syndicates or of syndicate 9001 carried on by him as such member (including all matters relating to running off such business or reinsuring or retroceding any risk written in the course of such business), all or any of the provisions of any of the byelaws and regulations (or any condition or requirement prescribed or imposed thereunder) made under Lloyd’s Acts 1871 to 1982 shall not apply as respects any specified person or shall apply with such modifications as the Council may specify.
3. Terms of directions
  Any direction made pursuant to paragraph 2
	(i)	may be made individually or in respect of any class or classes or persons;
	(ii)	may be made for a limited or indefinite period and subject to conditions or requirements;
	(iii)	may be varied or revoked from time to time in whole or in part or as to any period, condition or requirement; and
	(iv)	may be made so as to have effect as respects any matters arising before this byelaw came into force.
4. Power to guarantee payment of claims and demands on contracts of insurance at Lloyd’s
  The Society shall as the Council may from time to time direct
	(a)	by itself or jointly with any other guarantor guarantee the payment of claims and demands on any contract of insurance underwritten at Lloyd’s by any member of the relevant syndicates or of syndicate 9001 as a member of such syndicates, and
	(b)	enter into contracts for such purposes and apply the funds and property of the Society and the income therefrom or any part thereof for discharging any liabilities of the Society under such guarantees or contracts.
5. Acceptance and placing of insurance business
  For the purpose of section 8(3) of Lloyd’s Act 1982 a member of any of the relevant syndicates or syndicate 9001 may as a member of such syndicate accept or place insurance business from or through a Lloyd’s broker or any person for the time being appointed to carry out the functions, powers and duties of a managing agent as respects such syndicate.
6. Commencement
  Except for paragraph 4, which shall come into force immediately, this byelaw shall come into force on the date on which the Society, by notice posted in the Room, declares Offer 2 to have become unconditional.
Schedule 1. Interpetation
  1. In this byelaw the following expressions have the following meanings:
“managing agent” means a person who is permitted by the Council to perform for an underwriting member one or more of the following functions:—
	(i)	underwriting contracts of insurance at Lloyd’s;
	(ii)	reinsuring such contracts in whole or in part;
	(iii)	paying claims on such contracts.
“member of a syndicate” means an underwriting member carrying on insurance business as a member of a syndicate at Lloyd’s
“Offer 2” means the Offer therein described as “Offer 2” made by the Society on 9th April 1987 to certain members of syndicates 246, 540, 542, 829, 830, 859 and 900 for the years of account therein specified
“the relevant syndicates” means the syndicates specified in schedule 2 to this byelaw
“syndicate” means a group of underwriting members carrying on insurance business at Lloyd’s through the agency of managing agent.
2. Construction of references to syndicate 9001
  (1) “syndicate 9001” means any syndicate to which the syndicate number 9001 (or any other particular syndicate number specified for the purposes of the byelaw) is assigned by or under the authority of the Council or Committee.
  (2) For the purpose of construing the provisions of this byelaw so far as they apply to syndicate 9001 the several groups of underwriting members to which at different times a particular syndicate number is assigned by or under the authority of the Council or Committee shall be treated as the same syndicate, notwithstanding that they may not comprise the same underwriting members with the same individual participations.
Schedule 2. The Relevant Syndicates
The relevant syndicates defined in paragraph 1 of schedule 1 of this byelaw are as follows:

Syndicate	Year of Account	
59	1967 to 1985 inclusive	
71	1967 to 1985 inclusive	
73	1967 to 1985 inclusive	
98	1967 to 1985 inclusive	
99	1967 to 1985 inclusive	
138	1967 to 1984 inclusive	
157	1967 to 1985 inclusive	
174	1967 to 1985 inclusive	
175	1967 to 1985 inclusive	
198	1967 to 1985 inclusive	
246	1967 to 1985 inclusive	
273	1967 to 1985 inclusive	
277	1967 to 1985 inclusive	
278	1967 to 1985 inclusive	
346	1967 to 1985 inclusive	
407	1967 to 1985 inclusive	
408	1967 to 1985 inclusive	
481	1967 to 1985 inclusive	
482	1967 to 1985 inclusive	
493	1967 to 1985 inclusive	
494	1967 to 1985 inclusive	
495	1983	
515	1967 to 1985 inclusive	
516	1967 to 1985 inclusive	
540	1967 to 1983 inclusive	
542	1967 to 1983 inclusive	
574	1967 to 1985 inclusive	
617	1967 to 1985 inclusive	
618	1967 to 1985 inclusive	
810	1967 to 1985 inclusive	
811	1967 to 1985 inclusive	
812	1967 to 1985 inclusive	
813	1967 to 1985 inclusive	
829	1967 to 1985 inclusive	
830	1967 to 1985 inclusive	
840	1967 to 1985 inclusive	
841	1967 to 1985 inclusive	
842	1967 to 1985 inclusive	
844	1967 to 1985 inclusive	
859	1967 to 1985 inclusive	
869	1967 to 1985 inclusive	
893	1967 to 1985 inclusive	
894	1967 to 1985 inclusive	
900	1967 to 1985 inclusive	
914	1967 to 1985 inclusive	
918	1967 to 1985 inclusive	
930	1967 to 1985 inclusive	
940	1967 to 1985 inclusive	
948	1967 to 1985 inclusive	
954	1967 to 1985 inclusive	
970	1967 to 1985 inclusive	
971	1967 to 1985 inclusive	
972	1967 to 1985 inclusive	
983	1967 to 1985 inclusive	
986	1967 to 1985 inclusive	
988	1967 to 1985 inclusive	

508. Lloyd’s Brokers Byelaw No. 5 of 1988, 6 July 1988
COMMENCEMENT
  This byelaw commences in stages. Paragraph 19 commences on 1 November 1988; paragraph 20 commenced on 6 July 1988; paragraphs 57(6) and (7) commence on 1 August 1989. The remaining provisions commence on 1 August 1989.
AMENDMENTS
  The byelaw was amended by
Lloyd’s Brokers (Amendment) Byelaw (No. 8 of 1989)
Lloyd’s Brokers (Amendment No. 2) Byelaw (No. 13 of 1989)
Lloyd’s Brokers (Amendment No. 3) Byelaw (No. 6 of 1990)
Lloyd’s Brokers (Amendment No. 4) Byelaw (No. 9 of 1991)
Lloyd’s Brokers (Amendment No. 5) Byelaw (No. 14 of 1991)
Lloyd’s Brokers (Amendment No. 6) Byelaw (No. 16 of 1992)
Information and Confidentiality Byelaw (No. 21 of 1993)
Companies’ Accounts (Miscellaneous Amendments) Byelaw (No. 15 of 1994)
Run-off Companies Byelaw (No. 2 of 1995)
Lloyd’s Brokers (Amendment No. 7) Byelaw (No. 16 of 1995)
Appeal Tribunal Byelaw (No. 18 of 1995)
Lloyd’s Brokers (Amendment No. 8) Byelaw (No. 4 of 1996)
Intermediary Amendment Byelaw (No. 10 of 2000)
Lloyd’s Policy Signing Office Byelaw (No. 11 of 2000).
REVOCATION
  This byelaw was revoked with effect from 1 January 2001 by byelaw No. 17 of 2000 dated 6 December 2000.
509. Umbrella Arrangements Byelaw No. 6 of 1988, 6 July 1988
COMMENCEMENT
  This byelaw commenced on 1 August 1988.
AMENDMENTS
  This byelaw was amended by
Umbrella Arrangements (Amendment) Byelaw (No. 7 of 1990)
Information and Confidentiality Byelaw (No. 21 of 1993)
Appeal Tribunal Byelaw (No. 18 of 1995)
Intermediary Amendment Byelaw (No. 10 of 2000)
Lloyd’s Policy Signing Office Byelaw (No. 11 of 2000).
REVOCATION
  This byelaw was revoked with effect from 1 January 2001 by byelaw No. 17 of 2000 dated 6 December 2000.
510. Powers of Charging Byelaw No. 12 of 1990, 5 December 1990
COMMENCEMENT
  This byelaw commenced on 6 December 1990.
AMENDMENTS
  This byelaw was amended by
Powers of Charging (Amendment) Byelaw (No. 21 of 1998).
EXPLANATORY NOTE
  (This note does not form part of the byelaw.)
  This byelaw allows the Council to charge from time to time in respect of the provision of services, the carrying out of functions under Lloyd’s Acts, byelaws and regulations and the furthering of the objects of the Society.
  The byelaw also provides for annual subscriptions to be paid by underwriting agents.
The Council of Lloyd’s in exercise of its powers under section 6(2) of, and paragraph (4) of Schedule 2 to, Lloyd’s Act 1982 by special resolution hereby makes the following byelaw.
1. General interpretation
  [In this byelaw:
	(a)	“approved run-off company” has the meaning given in paragraph 1 of Schedule 1 to the Run-Off Companies Byelaw (No. 2 of 1995, 114);
	(b)	“auction” has the meaning given in paragraph 2(1) of the Auction Byelaw (No. 14 of 1997, 331);
	(c)	“Lloyd’s deposit” means all or any Lloyd’s deposit, Lloyd’s life deposit or additional Lloyd’s deposit, each as defined in paragraph 5 of the Membership Byelaw (No. 17 of 1993, 111);
	(d)	“member of the Lloyd’s community” has the meaning given in section 14(2) of Lloyd’s Act 1982 but shall be deemed also to include each Lloyd’s adviser and each approved run-off company;
	(e)	“premiums trust fund” has the meaning given in paragraph 1 of the Schedule to the Membership Byelaw (No. 17 of 1993, 111);
	(f)	“requirements of the Council” means any requirement imposed by any byelaw or regulation made under Lloyd’s Acts 1871 to 1982, any condition or requirement imposed or direction given under any such byelaw or regulation, any direction given under section 6 of Lloyd’s Act 1982, any requirement imposed by or under any undertaking given by a member of the Society to the Society or to the Council and any other requirement imposed or direction given by the Council under Lloyd’s Acts 1871 to 1982;
	(g)	“special reserve fund” means any fund so designated and set up in relation to an individual member in accordance with arrangements referred to in section 175 of, and Schedule 20 to, the Finance Act 1993;
	(h)	“syndicate” has the meaning given in paragraph 1 of Schedule 1 to the Syndicate Accounting Byelaw (No. 18 of 1994, 326).]
NOTE
2. Requirement to pay charges, etc.
  (1) The Council may require the payment by a member of the Lloyd’s community of such charges [,levies or fees] as the Council may prescribe in respect of:
	(a)	the supply, provision, rental or installation of any goods, services, facilities or amenities of any kind whatsoever; or
	[(aa)	the administration of the affairs at Lloyd’s of any member of the Lloyd’s community or the provision of services or information in connection therewith, including (without prejudice to the generality of the foregoing):
	(i)	in relation to any member of the Society or any underwriting agent acting as such in relation to that member, for acting as trustee or holder of, or providing or reconciling information or performing any other function in relation to, all or any part of that member’s premiums trust funds, Lloyd’s deposits, special reserve funds or other trust funds at Lloyd’s or any cash or assets (including income) which are or were comprised in, or are or were connected with, any such fund or part; or
	(ii)	the maintenance of membership, registration or other records in respect of any member of the Lloyd’s community or for the purposes of or in connection with his affairs at Lloyd’s, or in respect of any syndicate or its business, and the provision or reconciliation of any such information; or
	(iii)	the maintenance of records to enable or assist any member of the Lloyd’s community to carry on any business or activity or perform any function at Lloyd’s or in connection with the carrying on of any such business or activity or the performance of any such function (whether the information relates to the relevant member of the Lloyd’s community or its affairs or to other persons or their affairs) and the provision or reconciliation of any such information; or
	(iv)	the provision of services or information to underwriting agents in connection with any auction;
	(ab)	the consideration by the Society or the Council of any application by any member of the Lloyd’s community for any approval, consent, permission or exemption under or in connection with any requirements of the Council; or
	(ac)	the response by the Society to any enquiry or request for information; or]
	(b)	the exercise by the Society of any function or power pursuant to Lloyd’s Acts 1871 to 1982 and any byelaw or regulation made thereunder; or
	(c)	the furtherance of the objects of the Society.
  (2) In sub–paragraph (1) [(except in subparagraph (c))], “the Society” means the Society itself and also any of its officers and employees and any person or persons in or to whom (whether individually or collectively) any functions or powers are vested or delegated by or pursuant to Lloyd’s Acts 1871 to 1982 and any byelaw or regulation made thereunder.
  [(3) Where any charge, levy or fee falling within sub-paragraph (1)(aa)(i) is also recoverable by the Society, in its capacity as trustee, from any trust fund to which (or to any part of which) it relates, the Society may (at its sole discretion) instead of recovering that charge from the member recover it from the trust fund in question.
  (4) Where any charge, levy or fee falling within sub-paragraph (1)(aa)(i) or (ac) relates to any cash or assets (including income) which are or were comprised in, or are or were connected with, any trust fund or part thereof, those amounts shall, for the purpose of sub-paragraph (3), be regarded as relating to the trust fund in question.];
NOTE
3. Subscriptions of underwriting agents
  Every underwriting agent shall pay such annual subscription as the Council may require.
4. Miscellaneous powers of the Council
  In relation to charges, levies [,fees] or subscriptions required under paragraphs 2 and 3 of this byelaw, the Council may:
	(a)	determine the amount of any charge, levy [,fee] or subscription in accordance with a specified scale or other specified factors;
	(b)	provide for the return or abatement of any charge, levy [,fee] or subscription in specified circumstances;
	(c)	make different provision for different cases and different circumstances;
	(d)	exempt wholly or in part any person or category of person from liability to pay any charge, levy [,fee] or subscription;
	(e)	prescribe the manner and time of payment; or
	(f)	charge interest on such amounts of any payment as are unpaid on the due date until the date of payment at a rate determined by the Council.
NOTE
5. Powers of the Council cumulative
  Except in so far as it is expressly otherwise provided, any power conferred on the Council by any provision of this byelaw is in addition to, and shall not be construed as limiting or being limited by, any other power of the Council, whether conferred by any other provision of this byelaw or otherwise.
6. Revocation and amendment of byelaws
  (1) Byelaw 26 made under Lloyd’s Acts 1871 to 1951 is revoked.
  (2) The Miscellaneous Matters Byelaw (No. 15 of 1983, 317) is amended by deleting paragraph 8 (Powers of Charging).
7. Commencement
  This byelaw shall come into force on 6 December 1990.
511. Quorums and Appointments of Committees and Sub–Committees Byelaw No. 8 of 1992, 5 August 1992
COMMENCEMENT
  This byelaw commenced on 1 January 1993.
AMENDMENTS
  This byelaw was amended by
Miscellaneous Administrative Provisions (No. 2) Byelaw (No. 1 of 1993).
EXPLANATORY NOTE
  (This note does not form part of the byelaw.)
 This byelaw consolidates and re-enacts the Quorums and Appointments of Committees and Sub- Committees Byelaw (No. 11 of 1983) as amended. It changes the quorums of the Council and the Committee to take account of the recommendations, accepted by the Council, of the Report of the Working Party chaired by Sir Jeremy Morse, entitled “a new structure of governance for Lloyd’s” (paragraphs 1 and 2).
The Council of Lloyd’s in exercise of its powers under section 3 of and Schedule 2 to the Lloyd’s Act 1982 by special resolution hereby makes the following byelaw.
1. Quorum of the Council
  (a) The quorum of the Council for the purpose of passing a special resolution shall be more than half the working members of the Council and more than half the members of the Council who are not working members of the Council.
  (b) [Subject to sub-paragraph (c),] for all other purposes the quorum of the Council shall be three working members of the Council and four members of the Council who are not working members of the Council save that where the Council appoints a committee, sub-committee or other body of persons pursuant to paragraph 3 of this byelaw the relevant quorum shall be the quorum specified in such appointment.
  [(c) Where the Council exercises any power or discretion given to it by any Lloyd’s Trust Deed or Lloyd’s Security and Trust Deed or any other trust instrument (however entitled) effected for the same or similar purposes, the quorum shall be five members of the Council.]
NOTE
2. Quorum of Committee
  The quorum of the Committee necessary for the transaction of the business of the Committee shall be three members save that where the Committee appoints a committee, a sub-committee or other body of persons pursuant to paragraph 3 of this byelaw the relevant quorum shall be the quorum specified in such appointment.
3. Committees and Sub-Committees
  (a) The Council and Committee may each appoint committees and sub-committees or other bodies of persons for any purpose whose members may include persons who are employees of the Society and persons who are not members of the Society and may determine the powers and regulate the proceedings of any such committee, sub- committee or other body of persons and terminate the appointment of any member of such committee, sub-committee or other body of persons.
  (b) On making any appointment pursuant to sub-paragraph (a), the Council or the Committee (as the case may be) shall specify the quorum of such committee, sub-committee or other body or persons.
[3A. Individual persons and employees of the Society
  The Council and the Committee may each appoint for any purpose individual persons, whether or not employees of the Society, and terminate the appointment of, such persons.]
NOTE
4. Revocation of Byelaw
  The Quorums and Appointment of Committees and Sub-Committees Byelaw (No. 11 of 1983) is hereby revoked.
5. Commencement
  This byelaw shall come into force on 1 January 1993.
512. High Level Stop Loss Fund Byelaw
No. 12 of 1992, 7 October 1992

COMMENCEMENT
  This byelaw came into force on 1 January 1993.
AMENDMENTS
  This byelaw was amended by
Corporate Members (Consequential Amendments) Byelaw (No. 20 of 1993)
Corporate Members (Miscellaneous Amendments) Byelaw (No. 29 of 1993)
Syndicate Accounting Byelaw (No. 18 of 1994)
New Central Fund Byelaw (No. 23 of 1996).
Revocation Byelaw (No. 16 of 1999).
REVOCATION
  This byelaw was revoked on 5 December 2001 by byelaw No. 9 of 2001.
EXPLANATORY NOTE
(This note is not part of the byelaw.)
  This byelaw
	(a)	requires underwriting members of the Society to contribute to a new High Level Stop Loss Fund;
	(b)	provides for the management and administration of that Fund;
	(c)	establishes a High Level Stop Loss Fund Committee;
	(d)	empowers that Committee (subject to certain restrictions) to grant indemnity out of the Fund to a member of the Society where his “overall results” (defined by reference to the aggregate of the results shown in his syndicate personal accounts, subject to certain adjustments) over a period of four consecutive calendar years exceed 80% of his “adjusted overall premium limit” for that period (defined by reference to his overall premium limits for the years of account which would normally be closed as at dates during that four-year period);
	(e)	makes provision for the grant of interim indemnity in respect of year end results during the four-year period and provisional indemnity in respect of cash calls;
	(f)	contains ancillary provisions.

513. Council Members and Others (Indemnification) Byelaw No. 3 of 1993, 3 February 1993
COMMENCEMENT
  This byelaw commenced on 3 February 1993.
REVOCATION
  This byelaw was revoked on 3 October 2001 by byelaw No. 5 of 2001.
EXPLANATORY NOTE
  (This note is not part of the byelaw)
  This byelaw revokes, and reenacts with amendments, the Council Members (Indemnification) Byelaw (No. 2 of 1988 as amended by No. 5 of 1992 and No. 1 of 1993). It prescribes a form of indemnity which may be granted to Council members. It makes three main changes to the earlier byelaw.
	(1)	The form may be modified in the individual circumstances of Council members, and may (but does not have to be) used (with or without modifications) for other purposes (paragraph 1 of the byelaw).
	(2)	Paragraph 2(1) of the deed in the Schedule requires the member to inform the Society as soon as reasonably practicable (rather than without delay) of any relevant legal proceedings or the formal threat of them.
	(3)	In paragraph 2(3) of the deed, the Society is now required (as distinct from entitled) to take over and defend proceedings etc if the member so requests.
There is a saving provision (paragraph 2 of the byelaw) for existing indemnities.
514. Membership, Central Fund and Subscriptions (Miscellaneous Provisions) Byelaw No. 16 of 1993, 8 September 1993
COMMENCEMENT
  This byelaw came into force on 8 September 1993.
AMENDMENTS
  This byelaw was amended by
Membership, Central Fund and Subscriptions (Miscellaneous Provisions (Amendment) Byelaw (No. 2 of 1996)
Annual and Extraordinary General Meetings Byelaw (No. 17 of 1996)
New Central Fund Byelaw (No. 23 of 1996)
Agency Agreements (Amendment No. 15) Byelaw (No. 10 of 1997)
Agency Agreements (Amendment No. 20) Byelaw (No. 6 of 1999).
EXPLANATORY NOTE
(This note is not part of the byelaw.)
  This byelaw authorises the Council to enter into agreements capping members’ subscriptions and contributions to Lloyd’s Central Fund. The byelaw provides that, where subscriptions or contributions to the Lloyd’s Central Fund have been capped, any increase must be approved by a majority of the members liable to pay the increased subscription or contribution at a general meeting held for the purpose. The byelaw makes provision for the holding and conduct of such meetings.
The Council of Lloyd’s in exercise of its powers under section 6(2) of, and paragraphs (1) and (4) of Schedule 2 to, Lloyd’s Act 1982 by special resolution hereby makes the following byelaw.
1. Interpretation
  [(1) In this byelaw—
	(a)	“Central Fund” means the fund held, managed and applied by the Society pursuant to the Central Fund Byelaw (No. 4 of 1996);
	(b)	“New Central Fund” means the fund held, managed and applied by the Society pursuant to the New Central Fund Byelaw (No. 23 of 1996, 522).]
  (2) References in this byelaw to contributions to the Central Fund [or the New Central Fund] do not include any contribution payable under the Syndicate Premium Income Byelaw (No. 6 of 1984, 201).
NOTE
2. Agreements to limit contributions
  (1) Subject to sub-paragraphs (3) and (4), the Council may upon admitting a person to membership of the Society, or at any time while a person remains a member of the Society, enter into an agreement with, or give an undertaking in favour of, that person (in this paragraph called “the member”) containing all or any of such provisions as are described in sub-paragraph (2) together with any such other provisions as the Council and the member may agree.
  (2) The provisions referred to in sub-paragraph (1) are—
	(a)	the grant by the Council to the member, in such terms and to such an extent as may be specified in the agreement or undertaking, of any such exemption or exemptions as are referred to in paragraph 4 of the Central Fund Byelaw (No. 4 of 1986, 506) [, paragraph 4 of the New Central Fund Byelaw (No. 23 of 1996, 522)] and paragraph 2 of the Membership (Entrance Fees and Annual Subscriptions) Byelaw (No. 9 of 1987, 105); 
	(b)	an undertaking by the Council that it will not exercise the powers conferred by the Central Fund Byelaw (No. 4 of 1986, 506) [, the New Central Fund Byelaw (No. 23 of 1996, 522)] and the Membership (Entrance Fees and Annual Subscriptions) Byelaw (No. 9 of 1987, 105), or such of those powers as may be specified in the agreement or undertaking, unless some specified event has first happened or some specified condition has first been satisfied (and such specified event or condition may include the prior approval of the proposed exercise of the power by members of the Society, or any class, category or description of members of the Society, by such majority and in such manner (whether at a meeting (including a meeting held under paragraph 3 of this byelaw) or otherwise) as may be so specified); 
	(c)	an undertaking by the Council that it will give to the member prior notice, of such a period as may be specified in the agreement or undertaking, of the proposed level of any contribution to the Central Fund [or the New Central Fund] or of the annual subscription for any year and that, save in such circumstances and to such an extent (if any) as may be so specified, such contribution or annual subscription will not exceed the level referred to in the notice; 
	(d)	an undertaking by the Council that for such period as may be specified any Central Fund contributions [, New Central Fund contributions] or annual subscriptions will be determined or calculated on such basis as may be specified; 
	(e)	an undertaking by the Council that it will, in such circumstances as may be specified in the agreement or undertaking, exercise its powers under the Membership Byelaw (No. 17 of 1993, 111) and its powers under the Agency Agreements Byelaw (No. 8 of 1988, 310), or under any agreement in a form prescribed under those byelaws, so as to enable the member to—
	(i)	give a notice of resignation under paragraph 40 of the Membership Byelaw (No. 17 of 1993, 111) which will cause the member to become a non-underwriting member at the end of the year in which the notice is given notwithstanding that it is given after [20th October] of that year;
	(ii)	terminate his participation in any syndicate by shorter notice than that which would otherwise be required; 
	(f)	an undertaking by the member that he will make, or will if so required by the Council make, contributions to the Central Fund [or the New Central Fund] in such circumstances and in such amounts as may be specified in the agreement.
NOTE
  (3) An agreement which includes a provision such as is described in sub-paragraph (2)(a) or (b) shall not be entered into except with the prior sanction of a special resolution of the Council.
  (4) A special resolution passed for the purposes of sub-paragraph (3) may relate to a proposed agreement with or undertaking in favour of a particular member or may relate generally to such proposed agreements with or undertakings in favour of members, or members of such classes or description, as may be specified; and any exemption granted under this paragraph with the sanction of such a special resolution shall for the purposes of paragraph 4 of the Central Fund Byelaw (No. 4 of 1986, 506) [, paragraph 4 of the New Central Fund Byelaw (No. 23 of 1996, 522)] or, as the case may be, paragraph 2 of the Membership (Entrance Fees and Annual Subscriptions) Byelaw (No. 9 of 1987, 105) be treated as granted by special resolution.
NOTE
3. Meetings of members
  (1) Without limiting the generality of paragraph 2(2)(b), approval of a proposed exercise by the Council of its powers to levy contributions to the Central Fund [or the New Central Fund] or to prescribe the level of annual subscriptions (each a “relevant power”) may, if an undertaking given by the Council under that paragraph so provides, be given at a meeting of members held in accordance with the following provisions of this paragraph.
  (2) A member of the Society shall be entitled to attend and vote at the meeting if, but only if, he satisfies the following conditions—
	(a)	he will, if the Council exercises the relevant power in the manner proposed, be liable to pay the Central Fund contribution [, New Central Fund contribution] or annual subscription to which the proposed exercise relates; and
	(b)	he is a person to whom the Council has undertaken under paragraph 2(2)(b) that it will not exercise the relevant power in the manner and in the circumstances proposed without the prior approval of a resolution passed at a meeting held under this paragraph.
NOTE
  [(3) Paragraphs 3(3), 3(4), 4(2), 11, 15 and 16 of the Annual and Extraordinary General Meetings Byelaw (No. 17 of 1996, 520) shall apply to a meeting held under this paragraph as though it were a general meeting of the Society.]
  [(3A) [[Paragraph 7 of the Annual and Extraordinary General Meetings Byelaw (No. 17 of 1996, 520)]] shall apply to a meeting held under this paragraph as though it were a General Meeting of the Society provided that where two or more meetings under that byelaw or this paragraph are to be held on the same day the Council may, for the purposes of paragraph [[7(3)]] prescribe in respect of each such meeting a period of 48 hours before the first of such meetings.
  […]
NOTE
	[(4)	(a)Each member of the Society who is qualified to attend and vote at a meeting under this paragraph may appoint any member of the Society, but no other person, as his proxy to attend, speak and vote in his stead.
		(b)An instrument appointing a proxy for use at a meeting under this paragraph shall be in such form and shall be signed or executed in such manner as the Council or the Secretary to the Council or other person duly authorised by the Council may from time to time prescribe or allow and each member of the Society who is qualified to attend and vote at a meeting under this paragraph shall with the notice convening the meeting be sent an instrument of proxy so prescribed.
		(c)The instrument appointing a proxy and any authority under which it is executed or a copy of such authority duly certified in a manner approved by the Council shall be lodged with the Secretary to the Council or other person duly authorised by the Council at such address as the Council shall specify not less than 48 before the time for holding the meeting at which it is to be used and an instrument of proxy which is not so lodged shall be invalid; provided that where two or more meetings under the [[Annual and Extraordinary General Meetings Byelaw (No. 17 of 1996, 520]] or this paragraph are to be held on the same day the Council may in respect of each such meeting prescribe a period of 48 hours before the first of such meetings. The Council may, in such cases and on such conditions as it may from time to time specify, allow the instrument appointing a proxy and a duly certified copy of any authority under which it is executed to be returned to the Secretary to the Council or other person duly authorised by the Council by means of facsimile transmission and may also confer on the Secretary to the Council or such other person authority to accept such an instrument and duly certified copy returned by facsimile transmission in any other case.
		(d)The appointment of a proxy shall not preclude a member who is qualified to attend and vote at the meeting from attending and voting in person but if the member votes in person the proxy shall not be entitled to vote on behalf of the member.]
NOTE
  (5) The quorum of members necessary for the holding of a meeting under this paragraph shall be a member or members [present in person or by proxy] who satisfy the conditions specified in sub-paragraph (2) and who when taken together will be liable to pay not less than one-tenth of the aggregate Central Fund contribution [, New Central Fund contribution] or annual subscription to which the proposed exercise of the powers of the Council relates.
NOTE
  (6) [Subject to sub-paragraph (6A), every] resolution proposed at a meeting held under this paragraph shall be decided upon by a ballot of those members of the Society who are qualified to attend and vote at the meeting and such members may cast their votes in person or by proxy. The ballot shall be taken at the end of the meeting or at such other time as the chairman of the meeting may direct and shall be taken in such manner as the chairman of the meeting shall direct.
NOTE
  [(6A) Every resolution proposed at a meeting held under this paragraph other than a resolution for the approval of the proposed exercise of a relevant power shall be decided on a show of hands unless before, or at the declaration of the result of, the show of hands a ballot of those members of the Society who are entitled to attend and vote at the meeting is called for by the chairman of the meeting. The ballot shall be taken at the end of the meeting or at such time as the chairman of the meeting may direct and shall be taken in such manner as the chairman shall direct. Each member of the Society who is entitled to attend and vote at the meeting may cast his votes in person or by proxy.]
NOTE
  (7) Each member who is qualified to attend and vote at a meeting held under this paragraph shall have one vote for each whole £100 of Central Fund contribution [, New Central Fund contribution] or (as the case may be) annual subscription which he will be liable to pay if the Council exercises its powers in the manner proposed.
NOTE
  (8) A resolution proposed at a meeting held under this paragraph shall be passed if a simple majority of the votes cast are cast in favour of it.
4. Agreements to make Central Fund contributions
  Where a member has entered into such an undertaking as is referred to in paragraph 2(2)(f), that member shall make contributions to the Central Fund [or the New Central Fund] in such amounts and in such circumstances as are specified in the undertaking, irrespective of whether such contributions are or could otherwise have been required under the Central Fund Byelaw (No. 4 of 1986, 506) [or, as the case may be, the New Central Fund Byelaw (No. 23 of 1996, 522)].
NOTE
5. Other powers of Council not limited
  The powers conferred by this byelaw are additional to those conferred by the Central Fund Byelaw (No. 4 of 1986, 506) [, the New Central Fund Byelaw (No. 23 of 1996, 522)] and the Membership (Entrance Fees and Annual Subscriptions) Byelaw (No. 9 of 1987, 105) and shall not be construed as restricting or limiting the powers of the Council under those byelaws or any other powers of the Council except to the extent expressly provided in this byelaw.
NOTE
6. Commencement
  This byelaw shall come into force on 8 September 1993.
515. Membership Byelaw No. 17 of 1993, 8 September 1993
COMMENCEMENT
  This byelaw came into force on 8 September 1993.
AMENDMENTS
  This byelaw was amended by
Membership (Amendment) Byelaw (No. 24 of 1993)
Corporate Members (Miscellaneous Amendments) Byelaw (No. 29 of 1993)
Companies’ Accounts (Miscellaneous Amendments) Byelaw (No. 15 of 1994)
Syndicate Accounting Byelaw (No. 18 of 1994)
Membership (Amendment No. 2) Byelaw (No. 12 of 1995)
Membership (Amendment No. 3) Byelaw (No. 17 of 1995)
Appeal Tribunal Byelaw (No. 18 of 1995)
Membership (Amendment No. 3) Byelaw (No. 23 of 1995)
Individual Registration Byelaw (No. 13 of 1996)
New Central Fund Byelaw (No. 23 of 1996)
Membership (Amendment No. 5) Byelaw (No. 42 of 1996)
Agency Agreements (Amendment No. 15) Byelaw (No. 10 of 1997)
Membership (Amendment No. 6) Byelaw (No. 21 of 1997)
Membership (Amendment No. 7) Byelaw (No. 11 of 1998)
Membership, Council and Committee and Annual and Extraordinary General Meetings (Amendment) Byelaw (No. 15 of 1998)
Captive Corporate Members Byelaw (No. 19 of 1998)
Premiums Trust Fund and Regulating Trustee Byelaw (No. 22 of 1998)
Agency Agreements (Amendment No. 20) Byelaw (No. 6 of 1999)
Membership (Amendment No. 8) Byelaw (No. 8 of 1999)
Underwriting Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Membership (Amendment No. 9) Byelaw (No. 18 of 1999)
Intermediary Amendment Byelaw (No. 10 of 2000)
Lloyd’s Policy Signing Office Byelaw (No. 11 of 2000)
Annual Subscribers Byelaw (No. 15 of 2000)
Lloyd’s Brokers Byelaw (No. 17 of 2000).
EXPLANATORY NOTE
(This note is not part of the byelaw.)
  This byelaw amends and consolidates the provisions of the Membership Byelaw (No. 9 of 1984) as amended.
  It also makes provision for the admission to membership of the Society of corporate members and for such members to underwrite insurance business at Lloyd’s.
For the full text of this byelaw, see Part A, 111.
516. Lloyd’s Advisers Byelaw No. 19 of 1993, 8 September 1993
COMMENCEMENT
  This byelaw came into force on 8 September 1993.
AMENDMENTS
  This byelaw was amended by
Companies’ Accounts (Miscellaneous Amendments) Byelaw (No. 15 of 1994)
Appeal Tribunal Byelaw (No. 18 of 1995)
REVOCATION
  This byelaw was revoked on 8 September 1999 by byelaw No. 15 of 1999.
EXPLANATORY NOTE
(This note is not part of the byelaw.)
  This byelaw provides for the registration of a body corporate or partnership as a Lloyd’s adviser and for the review, renewal and withdrawal of such registration.
  The Council may not grant registration under the byelaw unless satisfied that the applicant is fit and proper to be a Lloyd’s adviser.
  The byelaw empowers the Council to impose conditions and make requirements regarding Lloyd’s advisers’ financial resources, and makes provision regarding accounting records, accounts and other reports.
For the full text of this byelaw, see Part A, 112.
517. Members of the Council (Remuneration) Byelaw No. 28 of 1993, 8 December 1993
REVOCATION
 The Nominated Members of the Council (Remuneration) Byelaw (No. 6 of 1986) is revoked. This byelaw was revoked on 3 October 2001 by byelaw No. 5 of 2001.
COMMENCEMENT
  This byelaw shall come into force on 8 December 1993.
EXPLANATORY NOTE
  (This note is not part of the byelaw)
This byelaw provides for the remuneration of all members of the Council rather than just the nominated members of the Council. The byelaw revokes the Nominated Members of the Council (Remuneration) Byelaw (No. 6 of 1986).
518. Run-Off Companies Byelaw No. 2 of 1995, 10 January 1995
COMMENCEMENT
  Paragraphs 2, 3, 17 and 19 come into force on 1 October 1995. The rest came into force on 1 February 1995.
AMENDMENTS
  This byelaw was amended by
Appeal Tribunal Byelaw (No. 18 of 1995)
Loss Review (Revocation) Byelaw (No. 16 of 1997)
Premiums Trust Fund and Regulating Trustee Byelaw (No. 22 of 1998)
Underwriting Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Run-Off Companies (Amendment) Byelaw (No. 2 of 2000)
Lloyd’s Policy Signing Office Byelaw (No. 11 of 2000).
EXPLANATORY NOTE
  (This note is not part of the byelaw.)
  This byelaw provides for the registration of a body corporate or partnership as an approved run-off company and for the review, renewal and withdrawal of such registration. It also provides that managing agents must delegate their insurance functions and their administration and processing functions (as defined in the byelaw) in respect of longer term run-off accounts (where they are managing more than one such run-off account in respect of any one syndicate) to approved run-off companies. Further, such functions must be delegated in respect of any run-off account where this is the wish of a majority of relevant syndicate members voting in general meeting or where the Council so directs. Managing agents may, however, apply for approval to conduct such work themselves; and they may be granted interim approval in respect of the syndicates they manage when this byelaw comes into force.
  The Council may not grant registration under the byelaw unless satisfied that the applicant is fit and proper to be an approved run-off company.
  The byelaw empowers the Council to impose conditions and make requirements regarding approved run-off companies’ financial and operational resources, and makes provision regarding tendering, accounting and other records, accounts and other reports, audits, reviews and annual returns.
  This byelaw shall come into force in accordance with the provisions of paragraph 24.
For the full text of this byelaw, see Part A, 114.
519. Reconstruction and Renewal Byelaw No. 22 of 1995, 6 December 1995
COMMENCEMENT
  This byelaw came into force on 6 December 1995.
AMENDMENTS
  This byelaw was amended by
Reconstruction and Renewal (Amendment) Byelaw (No. 26 of 1996)
Reconstruction and Renewal (Amendment No. 2) Byelaw (No. 28 of 1996)
Underwriting Agents (Amendment No. 16) Byelaw (No. 15 of 1999)
Run-Off Years of Account (Revocation) Byelaw (No. 1 of 2000).
Arrangement of Paragraphs
PART A—INTERPRETATION
1. Interpretation
PART B—GENERAL PROVISIONS WITH RESPECT TO THE RECONSTRUCTION AND RENEWAL PROPOSALS
2. Power to develop and implement the Reconstruction and Renewal proposals
PART C—THE EQUITAS SCHEME
3. Power to promote Equitas scheme
4. Equitas reinsurance contracts
5. Supervisory management agreements
6. Power to give directions
7. Power to give undertakings
PART D—SETTLEMENT ARRANGEMENTS
8. Powers with respect to settlement of disputes
PART E—POWERS RELATING TO THE FINANCING OF THE RECONSTRUCTION AND RENEWAL PROPOSALS
9. Release of estimated profits or surpluses
10. Payment of profit commission on amounts released under paragraph 9
11. Power to levy contributions from underwriting agents and others
12. Contributions from syndicate auditors, Lloyd’s brokers and other persons
13. Powers with respect to the property of the Society
PART F—EFFECT OF RECONSTRUCTION AND RENEWAL PROPOSALS ON OTHER BYELAWS AND REQUIREMENTS
14. Modification of byelaws etc.
PART G—SUPPLEMENTARY PROVISIONS
15. Agreements with respect to future exercise of powers of the Council
16. Acknowledgement of “finality”
17. Dispute resolution and consultation on points of difficulty
18. Terms of directions, requirements etc.
19. Powers cumulative
PART H—COMMENCEMENT
20. Commencement
SCHEDULEInterpretation
The Council of Lloyd’s in exercise of its powers under section 7 of Lloyd’s Act 1911 and sections 6(2) and 8(3) of and paragraphs (1), (4), (15), (16), (19), (21) and (24) of Schedule 2 to Lloyd’s Act 1982 by special resolution hereby makes the following byelaw.
Part A—Interpretation
1. Interpretation
  The provisions of the Schedule to this byelaw (interpretation) shall have effect.
Part B—General Provisions With Respect to the Reconstruction and Renewal Proposals
2. Power to develop and implement the Reconstruction and Renewal proposals
  (1) The Council may:
	(a)	carry into effect the Reconstruction and Renewal proposals with such variations, modifications, exceptions, additions and supplementary provisions as may from time to time appear to it to be desirable or expedient;
	(b)	do all such things as may appear to it to be desirable or expedient for the purposes of or in connection with the implementation of the Reconstruction and Renewal proposals and for that purpose exercise any of the powers conferred by this byelaw and any other powers conferred on it by Lloyd’s Acts 1871 to 1982 or by any enactment, deed, trust deed, contract or other document or instrument whatever.
  (2) The Council may for the purposes of or in connection with the Reconstruction and Renewal proposals:
	(a)	prescribe such conditions and requirements to be satisfied or complied with by any member of the Society, Lloyd’s broker, underwriting agent, annual subscriber, associate, […] approved run-off company, umbrella broker or other person subject to the jurisdiction of the Council as it may think fit and from time to time add to, alter or withdraw any condition or requirement so prescribed;
	(b)	give such directions as it may think fit to any member of the Society, Lloyd’s broker, underwriting agent, annual subscriber, associate, […] approved run-off company, umbrella broker or other person subject to the jurisdiction of the Council and from time to time alter or withdraw any direction so given.
NOTE
  (3) Any conditions or requirements prescribed or direction given under subparagraph (2):
	(a)	may require the provision of such information at such times to such persons and verified in such manner as may be specified;
	(b)	may relate to the exercise of any power, discretion, duty or function exercisable under any contract, deed, trust deed or other document or instrument by a person to whom such conditions and requirements apply or to whom such a direction is given (and in particular, in the case of any requirement imposed on or direction given to an underwriting agent, may relate to the exercise of any power, discretion, duty or function of that underwriting agent under any premiums trust deed, any other trust deed subject to which monies or other assets representing premiums and other receipts in respect of insurance business underwritten at Lloyd’s by a member of the Society are for the time being held or any deed under which monies or other assets forming part of the funds at Lloyd’s of a member of the Society are for the time being held).
  (4) For the purposes of or in connection with the Reconstruction and Renewal proposals the Council may, in such manner as appears to it to be desirable or expedient:
	(a)	hold, allocate and apply any funds (including without limitation funds raised or contributed to the Society under this byelaw, funds of the Society raised or held under Lloyd’s Acts 1871 to 1982, under the Central Fund Byelaw (No. 4 of 1986) or under any other byelaw made under Lloyd’s Acts 1871 to 1982 and funds paid or to be paid by or to any person under any such settlement as is referred to in paragraph 8);
	(b)	make arrangements with respect to the maintenance of accounts and the payment, clearing the settlement of any sums.
Part C—the Equitas Scheme
3. Power to promote Equitas scheme
  (1) The Council may:
	(a)	prepare and carry into effect the scheme forming part of the Reconstruction and Renewal proposals (in this byelaw called “the Equitas scheme”) for the reinsurance by a company formed or to be formed by or with the assistance of the Society (“Equitas”) of certain liabilities of members or former members of the Society allocated or originally allocated to particular years of account on such terms, subject to such exceptions and together with such supplementary and ancillary provisions as may appear to the Council to be desirable or expedient; and
	(b)	do all such things as may appear to the Council to be desirable or expedient for the purposes of or in connection with preparing and carrying into effect the Equitas scheme.
  (2) Without limiting any other provision of this byelaw, provision may be made under or for the purposes of the Equitas scheme for all or any of the following:
	(a)	for the Equitas scheme or such provisions of or proposals forming part of the Equitas scheme as may be specified to be conditional on the happening of specified events (including without limitation the grant to Equitas of authorisation under the Insurance Companies Act 1982 and of any other authorisations, licences or consents in any jurisdiction which may appear to be necessary or desirable for the purposes of or in connection with the Equitas scheme);
	(b)	for such other matters as may appear to the Council to be desirable or expedient for the purposes of or in connection with the Equitas scheme.
  (3) Provision may be made under the Equitas scheme for the formation of two or more companies into which severally the liabilities to which the Equitas scheme relates will be reinsured. In that event references in any provision of this byelaw to Equitas shall, except where the context otherwise requires:
	(a)	in the application of that provision to, in respect of or in connection with:
	(i)	the reinsurance of any liability to which the Equitas scheme relates;
	(ii)	the premium paid or other consideration provided in respect of such reinsurance;
	(iii)	any funds or assets paid or provided in respect of such premium or other consideration or identified or provisionally segregated for the purposes or in connection with the proposed payment or provision of such premium or other consideration; or
	(iv)	any other matter relating to, affecting or arising out of any liability so reinsured,
		be construed as references to the company reinsuring that liability;
	(b)	subject as aforesaid, include each of the companies so formed.
4. Equitas reinsurance contracts
  (1) Subject to the following provisions of this paragraph, the Council:
	(a)	may direct members of the Society to enter into reinsurance contracts with Equitas with respect to such liabilities, for such premium to be paid or other consideration to be provided to Equitas, and generally on such terms, as shall be specified, provided or referred to in offers made by Equitas to the members concerned under the Equitas scheme;
	(b)	may direct any underwriting agent for the time being acting as such on behalf of a member of the Society to whom such a direction as is referred to in sub-paragraph (1)(a) is given to enter on behalf of that member into the reinsurance contract specified in that direction;
	(c)	may direct any underwriting agent for the time being acting as such on behalf of a former member of the Society who remains subject to liabilities to which the Equitas scheme relates to enter on behalf of such former member into reinsurance contracts with Equitas with respect to such liabilities, for such premium to be paid or other consideration to be provided to Equitas and generally on such terms as shall be specified or referred to in an offer made by Equitas to that underwriting agent on behalf of the former member concerned under the Equitas scheme;
	(d)	may direct any such member of the Society or underwriting agent to execute all such deeds and documents and to do all such acts and things as may appear to the Council to be desirable or expedient in connection with or for the purposes of any such contract of reinsurance as is referred to in the preceding provisions of this sub-paragraph.
  (2) A contract of reinsurance with Equitas to which this paragraph applies may include provision to the effect:
	(a)	that that contract shall not be capable of being avoided by Equitas for misrepresentation or non-disclosure (but without prejudice to any liability of any person to compensate any other person in damages as a result of any misrepresentation or non-disclosure);
	(b)	that, subject to the terms of any arrangements for structured or deferred payment and to any other exceptions which may be provided by the contract, payment of the premium and any other sums expressly provided by the contract shall constitute the only financial obligations of the relevant member or former member of the Society to Equitas and accordingly that the member or former member shall not be or become liable to make any further payment to Equitas in respect of the contract or the liabilities reinsured under the contract.
  (3) If the Equitas scheme includes provision for any such condition as is referred to in paragraph 3(2)(a), any direction given under this paragraph may be given on terms that it shall not become effective until any such condition or conditions as may be specified has or have been satisfied or (in the case of conditions which under the terms of the Equitas scheme may be waived) waived.
  (4) A contract of reinsurance with Equitas to which this paragraph relates may include provision for any power or function which before that contract comes into effect has been performed by an underwriting agent such as is referred to in sub-paragraph (1) to continue to be performed by that underwriting agent thereafter for such period, on such terms and subject to such limitations as may be specified and may for that purpose include any such provision as is referred to in paragraph 5(3).
  (5) Every member of the Society or underwriting agent who enters into a contract of reinsurance with Equitas under this paragraph shall observe and perform the terms of that contract applicable to him or it and accordingly any failure on his or its part to observe or perform any such term shall be a failure to observe or perform an obligation imposed by this byelaw.
  (6) A contract of reinsurance with Equitas to which this paragraph applies may be placed through any such underwriting agent as is referred to in this paragraph.
5. Supervisory management agreements
  (1) This paragraph applies in respect of each syndicate through which there have been underwritten liabilities which it is proposed will be reinsured by Equitas under Equitas reinsurance contracts (in this paragraph referred to as “relevant liabilities”).
  (2) The Council may direct the managing agent of the syndicate to enter into a supervisory management agreement with Equitas on such terms as may be specified in the direction (including without limitation any terms which the Council may consider appropriate having regard to any interest which Equitas may have, by virtue of the terms in which Equitas reinsurance contracts have been or are to be entered into, in the exercise of any power or function of the managing agent to which the supervisory management agreement relates).
  (3) Without limiting the generality of sub-paragraph (2), a supervisory management agreement such as is referred to in that sub-paragraph may include provision requiring the managing agent:
	(a)	to comply with any directions which may from time to time be given by Equitas with respect to the exercise of any power or function of the managing agent in its capacity as such (including any power or function of the managing agent under any agreement, deed, trust deed or other document or instrument whatever);
	(b)	not to exercise any such power or function in such manner, in such cases or with respect to such matters as may be specified without the prior consent of Equitas;
	(c)	to consult with Equitas at such times and in such manner as may be specified with respect to the exercise or proposed exercise of any such power or function;
	(d)	to provide information to Equitas in such form, as to such matters, at such times (whether before or after any Equitas reinsurance contract is entered into or comes into effect) and verified in such manner as may be specified;
	(e)	to concur in referring any matters of dispute which may arise between the managing agent and Equitas for resolution under any procedures which may be established by the Council for that purpose under paragraph 17;
	(f)	to procure that any person to whom the managing agent may have delegated or may delegate any power or function to which the agreement relates shall observe and perform all the provisions of the agreement relating to the performance of that power or function by the managing agent itself.
  (4) It shall be a term of every supervisory management agreement entered into under this paragraph that it shall cease to have effect, subject to such transitional or supplementary provisions as may be provided by the agreement, at a specified time being not later than the time at which the reinsurance by Equitas of all the relevant liabilities has become effective.
  (5) Every managing agent which enters into a supervisory management agreement under this paragraph shall observe and perform all the terms of that agreement applicable to it and accordingly any failure on its part to observe or perform any such term shall be a failure to observe or perform an obligation imposed by this byelaw.
6. Power to give directions
  (1) The Council may at any time and from time to time give to any member of the Society, Lloyd’s broker, underwriting agent, annual subscriber, associate, […] approved run-off company, umbrella broker or other person subject to the jurisdiction of the Council such directions as may appear to the Council to be desirable or expedient:
	(a)	for the purpose of enabling or assisting the Council to exercise any of the powers conferred by paragraph 3(1);
	(b)	for the purposes of, in connection with or in consequence of the exercise of any such power;
	(c)	for the purpose of enabling or assisting Equitas to exercise any power conferred on it, or to discharge any obligation or function assumed by it, under the Equitas scheme or under any Equitas reinsurance contract, supervisory management agreement or other deed, contract or instrument entered into under the Equitas scheme.
NOTE
  (2) Directions given under this paragraph may include:
	(a)	directions to estimate the value of, or reserve against, liabilities in respect of contracts of insurance entered into at Lloyd’s on such basis as may be specified;
	(b)	directions to enter or refrain from entering into contracts of insurance or other contracts of such descriptions, with such counterparties, on such term and in such circumstances as may be specified;
	(c)	without limiting the generality of sub-paragraph (2)(b)—
	(i)	directions to the effect that any decision to effect or refrain from effecting a reinsurance to close any year of account (whether or not a reinsurance to close entered into as part of the Equitas scheme) is to be made within such period as may be specified or is to be deferred until after such time as may be specified;
	(ii)	directions limiting or prohibiting the reinsurance at Lloyd’s, otherwise than under or for the purposes of the Equitas scheme, of any liability to which the Equitas scheme relates;
	(d)	directions relating to the exercise of any power, discretion, duty or function exercisable under any trust deed or other instrument under which any premiums trust fund, deposit trust fund or other trust fund held for the purposes of or in connection with insurance business at Lloyd’s is for the time being held (including without limitation any power, discretion, duty or function relating to the investment of moneys or to the disposal of any investment forming part of any such fund);
	(e)	directions to execute and (so far as such terms are applicable to the person to whom the direction is given) to observe and perform the terms of such agreements, undertakings, deeds, trust deeds, authorities, powers of attorney and other documents or instruments as may be specified;
	(f)	directions to provide to the Society, to Equitas or to such other person as may be specified such certificates, confirmations, declarations, opinions, reports or information in such form, at such times and verified in such manner as may be specified;
	(g)	directions requiring that any active underwriter or any director or manager of an underwriting agent execute an undertaking in favour of Equitas in such form as may be specified by which that active underwriter, director or manager undertakes to provide to Equitas such information, explanations and other assistance with respect to any matter arising out of any liability reinsured by Equitas under the Equitas scheme as may be specified for such period (whether before or after an Equitas reinsurance contract relating to the relevant liabilities comes into effect) as may be specified;
	(h)	directions requiring that any underwriting agent procure the execution by any of its directors and managers, and that a managing agent procure the execution by the active underwriter of any syndicate managed by it, of such an undertaking as is referred to in sub-paragraph (2)(g).
  (3) Directions given under this paragraph in relation to the exercise of any power, discretion, duty or function may require the maintenance of accounting records so as to distinguish assets, liabilities and other items in such manner and by reference to such factors as may be specified and the identification or provisional segregation in such manner as may be specified of any money or other property.
  (4) This paragraph is without prejudice to paragraphs 4 and 5.
7. Power to give undertakings
  (1) The Council may cause the Society to enter into undertakings in such terms as may appear to it to be desirable or expedient in favour of any person who is directed to enter into an Equitas reinsurance contract under paragraph 4, a supervisory management agreement under paragraph 5 or any other contract, deed, trust deed or other document or instrument or to whom any other direction is given under paragraph 6.
  (2) Any undertaking entered into under this paragraph may include an undertaking by the Society to indemnify the person to whom it is given against any liability which that person may incur in consequence of entering into and performing an Equitas reinsurance contract, supervisory management agreement or other contract, deed, trust deed or other document or instrument.
Part D—Settlement Arrangements
8. Powers with respect to settlement of disputes
  (1) The Council may for the purposes of or in connection with the Reconstruction and Renewal proposals:
	(a)	propose and enter into any settlement, compromise or arrangement with any person in respect of any claim or dispute to which the Society is a party or in which it is interested;
	(b)	propose any settlement, compromise or arrangement between any other parties;
	(c)	institute, continue and prosecute any legal proceedings in the name of and on behalf of the Society or otherwise in the courts of any jurisdiction, in arbitration or before any other tribunal whatever;
	(d)	settle or discontinue any such legal proceedings or cause or suffer any such legal proceedings to remain in abeyance;
	(e)	take any other action with respect to any claim, dispute or legal proceedings which appears to the Council to be desirable or expedient.
  (2) The Council may prescribe the form and terms of any agreement under which, under the Reconstruction and Renewal proposals, persons who participate in the proposals may agree to settle or compromise any claim, dispute or legal proceedings.
Part E—Powers Relating to the Financing of the Reconstruction and Renewal Proposals
9. Release of estimated profits or surpluses
  (1) Subject to such conditions and requirements as the Council may prescribe under sub-paragraph (2), sums representing estimated profits or surpluses as at 31 December 1995 in respect of insurance business underwritten by a member of the Society through any syndicate for any of the years of account 1993, 1994 and 1995 and held under any premiums trust deed or other trust deed or instrument under which monies or other assets representing premiums and other receipts in respect of insurance business underwritten at Lloyd’s by that member (including without limitation any overseas direction as defined in any premiums trust deed) are for the time being held may, notwithstanding that the year of account in question has not been closed, be released, paid, transferred or appropriated;
	(a)	in the case of any sums held as part of an American trust fund, in such manner as to be held at the direction of a members’ agent or regulating trustee of that member;
	(b)	in the case of any sums held as part of Lloyd’s Canadian Trust Fund, in such manner as to form part of the Name’s Personal Reserve Fund (as defined for the purposes of Lloyd’s Canadian Trust Deed) of that member;
	(c)	in any other case, to or into the control of trustees of a premiums trust fund of that member who are not managing agent’s trustees so as to form part of the member’s personal reserve fund.
  (2) The Council may prescribe such conditions and requirements as appear to it to be desirable or expedient with respect to or in connection with the release, payment, transfer or appropriation of any sums under this paragraph, including conditions and requirements:
	(a)	limiting the amounts which may be so released, paid, transferred or appropriated in such manner and by reference to such factors as may be specified;
	(b)	prescribing the times at or within which amounts may be so released, paid, transferred or appropriated;
	(c)	limiting the purposes for which sums so released, paid, transferred or appropriated may be applied and the amount which may be applied for any such purpose;
	(d)	in any case where sums are so released, paid, transferred or appropriated in respect of more than one year of account, prescribing the order in which, as between sums released, paid, transferred or appropriated in respect of each year of account, such sums are to be applied for any such purpose;
	(e)	requiring the preparation by the managing agent of any syndicate in respect of which such sums are proposed to be released, paid, transferred or appropriated of such information, statements, projections and estimates in such forms and confirmed or verified in such manner as may be specified;
	
	(f)	requiring that any such information, statements, projections and estimates be reviewed by the syndicate auditors of the relevant syndicate and that the syndicate auditors deliver such reports on such information in such terms as may be specified.
10. Payment of profit commission on amounts released under paragraph 9
  (1) The Council may direct any managing agent and any member of the Society who is a member of a syndicate managed by that managing agent for any of the years of account 1993, 1994 and 1995 to enter into a supplemental agreement in the prescribed form varying the terms of the managing agent’s agreement under which the managing agent acts for that member in respect of that syndicate for the relevant year of account so as to include such provisions as are described in sub-paragraph (2) and such other related or supplementary provisions as may be specified.
  (2) The provisions referred to in sub-paragraph (1) are provisions substantially to the effect that, subject to sub-paragraphs (3) and (4)—
	(a)	the calculation of the entitlement of the managing agent to profit commission as at or by reference to 31 December 1995 is to be made on the same basis (subject to (b) below) as though any sums forming part of a premiums trust fund of the relevant member and released, paid, transferred or appropriated as referred to in paragraph 9(1) [and any sums released, paid, transferred or appropriated as described in that paragraph before the making of this byelaw in respect of the 1993 or 1994 year of account] represented closed year of account profits of the year of account in respect of which they were released, paid, transferred or appropriated and as though that year of account had been closed at 31 December 1995;
	(b)	when any year of account in respect of which sums have been released, paid, transferred or appropriated [as described in (a) above] is closed, the profit commission to which the managing agent will be entitled as at or by reference to the closing date is to be calculated after adjusting the closed year of account profit or loss by an amount equal to the amount treated under (a) above as a closed year of account profit;
	(c)	where, after the making of any adjustment under (b) above, a closed year loss arises in respect of any year of account in respect of which sums have been released, paid, transferred or appropriated [as described in (a) above]:
	(i)	the managing agent shall be liable to pay to the member such sums by way of compensation or adjustment (including without limitation repayment of profit commission and, if so provided, an amount equal to interest on such repayment) as may be specified;
	(ii)	[…]
  (3) The aggregate amount of a managing agent’s accelerated profit commission (as defined in sub-paragraph (11) of this paragraph) shall not exceed the amount of any contribution required from that managing agent under paragraph 11 or agreed to be contributed under paragraph 12 or under any such settlement, compromise or arrangement as is referred to in paragraph 8.
  (4) [Where sub-paragraph (3) applies to reduce the aggregate amount of accelerated profit commission which would otherwise have become payable to a managing agent, the reduction shall be effected in such manner as may be provided by the supplemental agreement referred to in sub-paragraph (1) and, subject to this, in such manner as the managing agent may determine: provided that no such reduction shall be effected in a manner which involves any material discrimination among underwriting members who are members of a syndicate for any of the years of account 1993, 1994 or 1995 in their capacity as such members.]
  (5) Where a member of the Society participates in a syndicate for any of the years of account 1993, 1994 and 1995 under arrangements made by or through a members’ agent, the Council may direct that the supplemental agreement referred to in sub-paragraph (1) shall be entered into by that members’ agent on behalf of that member.
  (6) The Council may direct any members’ agent and any member of the Society who participates in a syndicate or syndicates (“relevant syndicates”) for any of the years of account 1993, 1994 and 1995 under arrangements made by or through that members’ agent to enter into a supplemental agreement in the prescribed form varying the terms of the members’ agent’s agreement under which that members’ agent acts for that member in respect of the relevant syndicate or syndicates for the relevant year of account so as to include such provisions as are described in sub-paragraph (7) and such other related or supplementary provisions as may be specified.
  (7) The provisions referred to in sub-paragraph (6) are provisions substantially to the effect that, subject to sub-paragraphs (8) and (9):
	(a)	the calculation of the entitlement of the members’ agent to profit commission as at or by reference to 31 December 1995 is to be made on the same basis (subject to (b) below) as though any sums forming part of a premiums trust fund of the member and released, paid, transferred or appropriated under paragraph 9 [, or released, paid, transferred or appropriated as described in that paragraph before the making of this byelaw in respect of the 1993 or 1994 year of account,] in respect of a relevant syndicate represented closed year profits of that relevant syndicate for the year of account in respect of which they were released, paid, transferred or appropriated and as though that year of account had been closed at 31 December 1995;
	(b)	where a year of account of a relevant syndicate in respect of which sums are released, paid, transferred or appropriated [as described in (a) above] is closed:
	(i)	the profit commission to which the members’ agent will be entitled as at or by reference to the closing date is to be calculated after adjusting the closed year of account profit or loss of that relevant syndicate by an amount equal to the amount treated under (a) above as a closed year profit;
	(ii)	where, after the making of any adjustment under (b)(i) above, a closed year loss arises in respect of any relevant year of account and that closed year loss is not taken into account in reducing the profit commission payable to the members’ agent as at or by reference to the closing date because of losses incurred or deemed to be incurred as at that date in respect of relevant syndicates, the members’ agent shall be liable to pay such sums by way of compensation or adjustment (including without limitation repayment of profit commission and, if so provided, an amount equal to interest on such repayment) as may be specified.
  (8) The aggregate amount of a members’ agent’s accelerated profit commission shall not exceed the amount of any contribution required from that members’ agent under paragraph 11 [or agreed to be contributed under paragraph 12 or under any such settlement, compromise or arrangement as is referred to in paragraph 8].
  (9) [Where sub-paragraph (8) applies to reduce the aggregate amount of accelerated profit commission which would otherwise have become payable to a members’ agent, the reduction shall be effected in such manner as may be provided by the supplemental agreement referred to in sub-paragraph (6) and, subject to this, in such manner as the members’ agent may determine: provided that no such reduction shall be effected in a manner which involves any material discrimination among underwriting members who participate in relevant syndicates for any of the years of account 1993, 1994 and 1995 under arrangements made by or through the members’ agent.]
  (10) [The Council shall have power to:
	(a)	prescribe the form and contents of such supplemental agreements as are referred to in this paragraph; and
	(b)	prescribe requirements limiting the circumstances in which or the extent to which profit commission is payable to underwriting agents under such supplemental agreements as are referred to in this paragraph.]
  (11) For the purposes of this paragraph:
	(a)	profit commission which becomes payable to a managing agent or members’ agent as at or by reference to 31 December 1995 by virtue of the execution of supplemental agreements under directions given [under any of the preceding provisions of this paragraph] is referred to as “accelerated profit commission” of that managing agent or members’ agent;
	(b)	[…]
  [(12) Where a managing agent has entered into a contract of reinsurance to close the 1993 year of account of any syndicate subject to conditions required by a direction given by the Council under this byelaw, the Council may direct the managing agent and each of the members of the syndicate for the 1993 year of account to enter into a supplemental agreement in the prescribed form varying the terms of the managing agent’s agreement under which the managing agent acts for that member in respect of that year of account so as to include such provisions as are described in sub-paragraph (13) and such other related or supplementary provisions as may be specified.
  (13) The provisions referred to in sub-paragraph (12) are provisions substantially to the effect that, notwithstanding that the contract of reinsurance to close has not become unconditional, but subject to any requirements for the time being applicable imposed by or under any byelaw or regulation—
	(a)	sums which will if the contract of reinsurance to close becomes unconditional represent closed year profits may be released, paid, transferred or appropriated in any manner referred to in paragraph 9(1)(a), (b) or (c) as though the contract of reinsurance had become unconditional;
	(b)	if the contract of reinsurance to close does not become unconditional, payments, transfers and appropriations may be made for the purpose of reversing any release, payment, transfer or appropriation in such manner as may be specified in the supplemental agreement (and so that the supplemental agreement may vary or dispense with any requirement, including any requirement for the making of any demand or the provision of any account, auditors’ certificate or other document which would otherwise apply);
	(c)	sums which will if the contract of reinsurance to close becomes unconditional represent profit commission payable to the managing agent may be paid to a trust account established by or under arrangements made by the Council for the receipt of sums intended to be applied in or towards contributions made under paragraph 8, 11 or 12, for the purpose of providing funds for the payment of contributions to be made by the managing agent under any of those paragraphs.]
NOTE
11. Power to levy contributions from underwriting agents and others
  (1) Subject to sub-paragraph (4), the Council may require any underwriting agent, […] and any corporate member of such class or description as the Council may specify to pay to the Society by way of contribution to the financing of the Reconstruction and Renewal proposals such amounts at such times and calculated in such manner as the Council may specify.
NOTE
  (2) Any requirement imposed under this paragraph:
	(a)	may make different provision for different cases or classes or descriptions of case;
	(b)	may take into account or include provision for taking into account, in such manner as the Council may think fit, the individual circumstances of any underwriting agent […] or corporate member to which the requirement is to apply.
NOTE
  (3) Sub-paragraph (4) applies in respect of any corporate member to which the Council has given such an undertaking as is referred to in paragraph 2(2)(b) of the Membership, Central Fund and Subscriptions (Miscellaneous Provisions) Byelaw (No. 16 of 1993, 514) relating to the exercise of the powers conferred on the Council by the Central Fund Byelaw (No. 4 of 1986, 506).
  (4) The Council shall not require a corporate member to which this sub-paragraph applies to make a payment under sub-paragraph (1) unless the circumstances are such that, if that requirement were a requirement imposed under paragraph 4(5) of the Central Fund Byelaw (No. 4 of 1986, 506), the imposition of it would not contravene the undertaking referred to in sub-paragraph (3) (the terms of that undertaking being for this purpose only construed as if references to the exercise of the powers of the Council under the Central Fund Byelaw (No. 4 of 1986, 506) included references to the exercise of its powers under this paragraph).
  (5) Paragraph 3 of the Membership, Central Fund and Subscriptions (Miscellaneous Provisions) Byelaw (No. 16 of 1993, 514) (meetings of members) shall apply with the necessary modifications for the purposes of sub-paragraph (4) as it applies for the purposes of that byelaw.
[11A. Power to levy contributions from Lloyd’s brokers and umbrella brokers
  (1) The Council may require any Lloyd’s broker and any umbrella broker to pay to the Society, for the purpose of contributing directly or indirectly to the financing of the Reconstruction and Renewal proposals, such amounts (including recurring contributions, charges or other amounts payable by reference to such periods as the Council may determine (“periodic charges”)) at such times and calculated in such manner as the Council may specify.
  (2) For the purposes of this paragraph the Council may—
	(a)	determine the amount of any contributions, charges or other amounts in accordance with a specified scale or other specified factors;
	(b)	provide for an aggregate limit on the amount of any contributions, charges or other amounts and for the limitation of individual contributions, charges or amounts by reference to that aggregate limit;
	(c)	provide for exemptions and exceptions;
	(d)	provide for the return or abatement of any contributions, charges or other amounts in specified circumstances; and
	(e)	make different provision for different cases.
  (3) If the Council decides to require the payment of a periodic charge, it may:—
	(a)	fix by a single determination the level of the charge payable in respect of two or more successive periods;
	(b)	express such a determination to be, and agree with any person that it is to be, irrevocable except with such consents or approvals given in such manner as may be specified.
  (4) If the Council expresses a determination made under sub-paragraph (3) to be irrevocable except with a specified consent or approval, the Council shall not revoke or vary that determination without such consent or approval.
  (5) The Council may prescribe such requirements, give such directions and enter into such arrangements as it may think fit with respect to the payment and collection of any contributions, charges and other amounts required under this paragraph, including without limitation—
	(a)	requirements, directions and arrangements for ensuring that such contributions, charges and other amounts are collected through the Lloyd’s Central Accounting System or any other central arrangements for the collection and payment of amounts payable in respect of or in connection with insurance business underwritten at Lloyd’s, whether by deduction from commissions, brokerage and other amounts payable to Lloyd’s brokers or umbrella brokers or otherwise;
	(b)	requirements and directions for the execution of direct debit authorities or other payment authorities in such form as may be specified.
  (6) Without limiting the generality of sub-paragraphs (1) and (2), where the Council has fixed a periodic charge under this paragraph, the Council may in any such manner as is referred to in sub-paragraph (1)—
	(a)	make arrangements for raising money by assigning (whether absolutely or by way of security) or otherwise disposing of rights to receive such periodic charge;
	(b)	enter into any agreements or commitments for the purposes of or in connection with any such assignment or disposal;
	(c)	make arrangements, or vary any existing arrangements for the payment and collection of any such periodic charge, including without limitation arrangements under which amounts payable in respect of any such periodic charge are to be paid to a person other than the Society on terms that such payment shall constitute a good discharge for the amounts so paid.
  (7) The Council may require any Lloyd’s broker or umbrella broker to furnish to the Society such information (being information which that Lloyd’s broker or, as the case may be, umbrella broker possesses or can reasonably be expected to obtain) in such manner and at such time or times as the Council may specify in writing for any of the purposes of this paragraph.]
NOTE
12. Contributions from syndicate auditors, Lloyd’s brokers and other persons
  (1) The Council may enter into arrangements with any such person as is specified in sub-paragraph (2), on such terms as the Council may agree with that person (whether in a manner which is legally binding or not), for that person to contribute to the financing of the Reconstruction and Renewal proposals.
  (2) The persons referred to in sub-paragraph (1) are:
	(a)	any person who is or has been approved to act as a syndicate auditor under the Syndicate Audit Arrangements Byelaw (No. 10 of 1984, 102);
	(b)	any person who is or has been a Lloyd’s broker;
	(c)	any person who is or has been an underwriting agent;
	[…];
	(e)	any approved run-off company;
	(f)	any person who is or has been an umbrella broker;
	(g)	any person who is or has been a director, partner or manager of a Lloyd’s broker, umbrella broker or underwriting agent;
	(h)	any such other person as the Council may think fit.
NOTE
13. Powers with respect to the property of the Society
  (1) The Council may in any manner which may appear to it to be desirable or expedient for the purpose of promoting or assisting, whether directly or indirectly, the Reconstruction and Renewal proposals:
	(a)	borrow or raise money in any manner;
	(b)	apply, dispose of or make arrangements with respect to any present or future property of the Society (including any money or other property or assets held as part of the Central Fund) in any manner, and whether for the purpose of or in connection with the borrowing or raising of money or otherwise.
  (2) Without limiting the generality of sub-paragraph (1), the Council may in any such manner as is referred to in that sub-paragraph write off, release or agree not to sue for payment of any sum owing to the Society (including any sum owing to the Society by virtue of any provision of the Central Fund Byelaw (No. 4 of 1986) or otherwise as a result of any application of monies or other assets forming part of the Central Fund).
Part F—Effect of Reconstruction and Renewal Proposals On Other Byelaws and Requirements
14. Modification of byelaws etc.
  (1) Subject to sub-paragraph (2), the provisions of this byelaw and of any direction given or condition or requirement prescribed under this byelaw shall have effect notwithstanding any other provision of any other byelaw or regulation made or direction given under Lloyd’s Acts 1871 to 1982 or of any direction given or condition or requirement prescribed or imposed under any such byelaw or regulation and all such other byelaws, regulations, directions, conditions and requirements shall be deemed to be modified accordingly. Sub-paragraphs (3) to (6) are without prejudice to the generality of this sub-paragraph.
  (2) Nothing in this byelaw or in any direction given or condition or requirement prescribed or imposed under this byelaw shall have effect if and to the extent that it would contravene or be inconsistent with:
	(a)	the Reinsurance to Close (Restriction) Byelaw (No. 15 of 1993, 317);
	(b)	any agreement entered into or undertaking given by the Council under paragraph 2 of the Membership, Central Fund and Subscriptions (Miscellaneous Provisions) Byelaw (No. 16 of 1993, 514);
	(c)	any agreement entered into or undertaking given by the Council under paragraph 15 of this byelaw.
  (3) Premiums payable to Equitas under Equitas reinsurance contracts shall not constitute qualifying reinsurance premiums for purposes of the Syndicate Premium Income Byelaw (No. 6 of 1984, 201).
  (4) Paragraph 16 of the Run-Off Years of Account Byelaw (No. 17 of 1989, 312) [or (where relevant) paragraph 12A of the Agency Agreements Byelaw (No. 8 of 1988, 310)] shall not apply to the extent that it would prohibit any release, payment or transfer permitted by paragraph 9 or any payment of profit commission provided for by an agreement entered into pursuant to a direction given under paragraph 10.
NOTE
  (5) The Council may permit a notice of resignation from membership of the Society given by a member who has complied with such conditions in that behalf as may be provided by or under the Reconstruction and Renewal proposals to take effect from any date on or after the date of the notice, notwithstanding the provisions of paragraph 40 of the Membership Byelaw (No. 17 of 1993, 111).
  (6) The Council may direct that the Syndicate Accounting Byelaw (No. 18 of 1994, 326) shall apply as regards any annual report to be made up to 31 December 1995 with such additions and modifications as may be specified.
Part G—Supplementary Provisions
15. Agreements with respect to future exercise of powers of the Council
  (1) The Council may enter into any agreement with or give an undertaking in favour of any member of the Society, any person who proposes to become a member of the Society or any Lloyd’s broker, underwriting agent, annual subscriber, associate […] or other person (in this paragraph called “the beneficiary”) containing all or any of such provisions as are described in sub-paragraph (2) together with any such other provisions as the Council may think fit.
NOTE
  (2) The provisions referred to in sub-paragraph (1) are:
	(a)	the grant by the Council to the beneficiary, in such terms and to such an extent as may be specified in the agreement or undertaking, of any such exemption or exemptions as are referred to in paragraph 4 of the Central Fund Byelaw (No. 4 of 1986, 506) and paragraph 2 of the Membership (Entrance Fees and Annual Subscriptions) Byelaw (No. 9 of 1987, 105);
	(b)	an undertaking by the Council that the Council will not exercise any other power of the Council under any byelaw or regulation made or to be made (whether before or after the date of the undertaking) under Lloyd’s Acts 1871 to 1982 to require the beneficiary to pay money to the Society or that the Council will exercise any such power only to such extent, on such terms, in such events and subject to such conditions or limitations as may be specified in the undertaking (and the events and conditions which may be so specified include the prior approval of the proposed exercise of any such power by any such person or by persons of any such class, category or description in such manner as may be so specified);
	(c)	an undertaking by the Council that the Council will not exercise, or will exercise only to such extent, on such terms, in such events and subject to such conditions, exceptions or limitations as may be specified in the undertaking, any power of the Council under Lloyd’s Acts 1871 to 1982 or any byelaw or regulation made or to be made under those Acts (whether before or after the date of the undertaking) to contribute money or other property of the Society or otherwise provide financial assistance to Equitas, or otherwise to contribute money or other property of the Society or provide financial assistance in, towards or for the purposes of the payment or discharge of any obligation under or in respect of a contract of insurance underwritten at Lloyd’s and allocated to a year of account earlier than the 1993 year of account.
16. Acknowledgement of “finality”
  (1) Sub-paragraph (2) applies in any case where, under the terms of the Reconstruction and Renewal proposals, a member of the Society has done all such things and executed all such documents and instruments as are required to secure that that member shall not be liable to pay any further sum to the Society, to any underwriting agent or to Equitas in respect of any specified liabilities or obligations of that member to which the Reconstruction and Renewal proposals relate (in this paragraph referred to as “the relevant obligations”).
  (2) The Council shall:
	(a)	cause the Society to execute in favour of that member an acknowledgment that the Society is not entitled to make, and an undertaking that it will not make, any claim of any kind against that member in respect of the relevant obligations;
	(b)	subject to such exceptions as may appear to the Council to be appropriate with respect to the enforcement of any obligations of that member under any reinsurance to close contract into which the member has entered as a reinsuring member or a reinsured member, direct every underwriting agent which would, but for the Reconstruction and Renewal proposals, be entitled to take action against that member to enforce any of the relevant obligations to execute in favour of that member an acknowledgment that it is not entitled to, and an undertaking that it will not, take any further action to enforce or purport to enforce any of the relevant obligations against that member.
17. Dispute resolution and consultation on points of difficulty
  (1) The Council may set up such procedures as may appear to it to be desirable or expedient:
	(a)	for resolving points of dispute or difficulty which may arise with respect to the application or implementation of any provision of the Reconstruction and Renewal proposals or of any contract, deed, trust deed or other instrument entered into by any person pursuant to any provision of this byelaw or any condition or requirement prescribed or direction given under any such provision or otherwise pursuant to the Reconstruction and Renewal proposals;
	(b)	for consulting or seeking the opinion of persons or bodies considered by the Council to be appropriate (including persons or bodies of persons appointed by the Council for the purposes of this paragraph) on any question or difficulty, which may arise with respect to the Reconstruction and Renewal proposals or any part of them.
  (2) Any such procedures as are referred to in sub-paragraph (1)(a) may include provision to the effect that any decision reached in accordance with those procedures on a point of dispute referred for resolution under those procedures is to be binding on any member of the Society, Lloyd’s broker, underwriting agent, annual subscriber, associate […], approved run-off company, umbrella broker or other person and the Council may exercise any of its powers under this byelaw for the purpose of ensuring that effect is given to such a decision accordingly.
NOTE
18. Terms of directions, requirements etc.
  (1) Any directions given or conditions or requirements prescribed under any provision of this byelaw:
	(a)	may be made individually or in respect of any class or classes of persons;
	(b)	may be varied or revoked from time to time in whole or in part or as to any period, condition or requirement;
	(c)	may make different provision for different cases;
	(d)	may contain incidental, supplementary and transitional provisions;
	(e)	may be made so as to have effect as respects any matters arising before this byelaw came into force.
19. Powers cumulative
  The powers conferred by this byelaw are cumulative and are in addition to any other powers of the Council under Lloyd’s Acts 1871 to 1982 and the byelaws and regulations made under those Acts. Accordingly, except where this byelaw expressly provides otherwise, no provision of this byelaw shall be construed as limiting any power conferred by or under any other provision of this byelaw or any other byelaw or regulation made or to be made under Lloyd’s Acts 1871 to 1982.
Part H—Commencement
20. Commencement
  This byelaw comes into force on 6 December 1995.
Schedule—Interpretation
  1. In this byelaw:
“American trust fund” has the meaning given in Lloyd’s American Trust Deed;
“approved run-off company” means a company approved and registered under the Run-off Companies Byelaw (No. 2 of 1995, 114);
“Central Fund” means the fund constituted by the Central Fund Byelaw (No. 4 of 1986, 506);
“corporate member” means a member of the Society which is a body corporate;
“deposit trust fund” means a trust fund constituting or forming part of a Lloyd’s deposit as defined in paragraph 5 of the Membership Byelaw (No. 17 of 1993, 111);
“Equitas” has the meaning given in paragraph 3;
“Equitas reinsurance contract” means a contract of reinsurance with Equitas to which paragraph 4 applies;
“the Equitas scheme” has the meaning given in paragraph 3;
“funds at Lloyd’s” has the meaning given in paragraph 4 of the Membership Byelaw (No. 17 of 1993, 111);
“insurance” includes reinsurance;
[…];
NOTE
“Lloyd’s American Trust Deed” means the instrument dated 31 July 1995 constituting the amended and restated American Trust Deed, as amended from time to time;
“Lloyd’s Canadian Trust Deed” means the instrument dated 26 September 1995 constituting the amended and restated Lloyd’s Canadian Trust Deed, as amended from time to time;
“Lloyd’s Canadian Trust Fund” means the trust fund held under Lloyd’s Canadian Trust Deed;
“personal reserve fund” has the meaning given in the Membership Byelaw (No. 17 of 1993, 111);
“premiums trust deed” means a trust deed in the form for the time being required by the Council and approved by the Secretary of State under section 83 of the Insurance Companies Act 1982 constituting a premiums trust fund;
“premiums trust fund” means a fund of premiums and other monies held from time to time by or under the control of trustees upon the trusts of a premiums trust deed;
“the prescribed form”, in relation to any document, means the form prescribed by the Council under this byelaw;
“the Reconstruction and Renewal proposals” means the proposals described in the document entitled “Lloyd’s: reconstruction and renewal” issued by the Council in May 1995, as from time to time varied or supplemented;
“regulating trustee” has the meaning given in any premiums trust deed or in Lloyd’s American Trust Deed;
“umbrella broker” means a non-Lloyd’s broker which is party to an umbrella arrangement registered under the Umbrella Arrangements Byelaw (No. 6 of 1988, 107).
  2. In this byelaw, except where it is expressly provided otherwise:
	(a)	references to a member of the Society include a former member of the Society;
	(b)	references to a former member of the Society include a member who has died or, as the context may require, the estate or personal representatives of such a member;
	(c)	references to a member of the Society include references to any administrator, administrative receiver, committee, curator bonis, executor, liquidator, manager, personal representative, supervisor or trustee in bankruptcy, or any other person entitled or bound to administer the affairs of the member concerned.
  3. References in this byelaw:
	(a)	to an underwriting agent, include a substitute agent within the meaning of the Substitute Agents Byelaw (No. 20 of 1983, 300);
	(b)	to a managing agent, include a substitute agent appointed to perform any of the functions of a managing agent;
	(c)	to a members’ agent, include a substitute agent appointed to carry out any of the functions of a members’ agent.
520. Annual and Extraordinary General Meetings Byelaw No. 17 of 1996, 14 May 1996
COMMENCEMENT
  This byelaw will come into force on the date on which the Council declares all reinsurance contracts entered into pursuant to paragraph 4(1) of the Reconstruction and Renewal Byelaw (No. 22 of 1995) have become unconditional in all respects. This date was fixed at 30 August 1996 by byelaw No. 39 of 1996.
AMENDMENTS
  This byelaw was amended by:
Annual and Extraordinary General Meetings (Amendment No. 1) Byelaw (No. 39 of 1996)
Membership, Council and Committee and Annual and Extraordinary General Meetings (Amendment) Byelaw (No. 15 of 1998).
EXPLANATORY NOTE
(This note is not part of the byelaw)
  This byelaw replaces the Ordinary and Extraordinary General Meetings Byelaw (No. 10 of 1983) and implements the outstanding recommendations of the Report of the Working Party on Voting Rights and Related Matters relating to the final capacity-based voting system and a formal procedure for the requisitioning and notification of members’ new and amending resolutions at general meetings.
  The byelaw also implements other procedural and governance reforms, including: the use of One Lime Street or other appropriate publication to give notice of general meetings; the enfranchisement of the representatives of deceased and bankrupt members with ongoing liabilities to the Society; and the inclusion of express provisions on procedure at general meetings and the powers of the chairman at such meetings.
  This byelaw will come into force once all reinsurance contracts entered into pursuant to paragraph 4(1) of the Reconstruction and Renewal Byelaw (No. 22 of 1995) have been declared by the Council to have become unconditional in all respects.
The Council of Lloyd’s in exercise of its powers under sections 6(2) and 6(4)(d) of, and paragraph (5) of Schedule 2 to, Lloyd’s Act 1982 hereby makes the following byelaw:
1. Interpretation and application
  (1) The provisions of Schedule 1 to this byelaw (interpretation) shall have effect.
  (2) The provisions of this byelaw which apply to Extraordinary General Meetings apply to any meeting convened under section 6(4) of Lloyd’s Act 1982 save as otherwise referred to in sub-paragraphs 4(1), 6(3), 14(1) and 14(9).
2. Annual General Meetings
  (1) An Annual General Meeting shall be held not later than the end of June of each year for the purpose of receiving the report and examining the accounts of the Council and for general purposes.
  (2) There shall be at least 28 days between the day on which notices of the Annual General Meeting are despatched and the day for which such meeting shall have been called.
3. Extraordinary General Meetings
  (1) Every general meeting other than an Annual General Meeting shall be an Extraordinary General Meeting. An Extraordinary General Meeting shall only be convened:
	(a)	by a notice of the Council; or
	(b)	in consequence of a members’ requisition.
  (2) A members’ requisition is a requisition in writing addressed to the Council and setting out the text of any resolution intended to be proposed:
	(a)	signed by:
	[(i)	members of the Society numbering not less than the number specified in sub-paragraph (2A) below;]
	(ii)	any number of members to which in the aggregate there is attributable at least [10] per cent. of Total Capacity; or
	(b)	made by way of notice served upon the Council in accordance with section 6(4) of Lloyd’s Act 1982.
  [(2A) The number of members referred to in sub-paragraph (2)(a)(i) above and in paragraph 5(2)(c) is 1,500 members or, if less, whichever is the greater of:
	(a)	members constituting at least 10 per cent by number of the members of the Society; and
	(b)	450 members.]
NOTE
  (3) An Extraordinary General Meeting convened by a notice of the Council shall be held not less than 28 days and not more than 42 days after the day on which notices of such meeting are despatched.
  (4) An Extraordinary General Meeting requisitioned by members of the Society shall be convened by the Council within 21 days of receipt of such requisition and shall be held not more than 29 days after the day on which notices of such meeting are despatched.
4. Notice of General Meetings
  (1) As soon as reasonably practicable after receipt of a notice as referred to in section 6(4) of Lloyd’s Act 1982, the Secretary to the Council or other person authorised by the Council shall post a copy of such notice in the Room. A copy of such notice shall be sent to each member of the Society at the same time as the notice referred to in sub-paragraph (2) below.
  (2) The Secretary to the Council or other person authorised by the Council shall give notice in writing to each member of the Society of every general meeting (whether Annual or Extraordinary). Such notice shall state:
	(a)	whether the general meeting is Annual or Extraordinary; and
	(b)	the date, place and time of such meeting (including any satellite meeting place arranged for the purposes of sub-paragraph 12(1) below, which shall be identified as such in the notice),
and shall set out in full the text of all resolutions intended to be proposed at the meeting. The notice shall include details of any arrangements made pursuant to sub-paragraph 12(3), making it clear that participation in those arrangements will not amount to attendance at the meeting to which the notice relates.
  (3) Subject to sub-paragraph (6), a form of proxy prescribed pursuant to sub-paragraph 8(3) shall be sent with every notice despatched under sub-paragraph (2) above.
  (4) The Secretary to the Council or other person authorised by the Council may, as well as, or instead of, giving notice under sub-paragraph (2) above, give notice of any general meeting by placing an advertisement in the publication known as One Lime Street.
  (5) If, at any time and for any reason, it is not possible to publish an advertisement in One Lime Street or to convene a general meeting by notices sent through the post as a result of the suspension or curtailment of postal services, the Secretary to the Council or other person authorised by the Council may, instead of giving notice under sub-paragraph (2) above, give notice of any general meeting by placing an advertisement in at least one daily paper having a national circulation or at least one daily paper having an international circulation.
  (6) Any notice given pursuant to sub-paragraph (4) shall be deemed to have been served on all members who are entitled to receive notice of general meetings on the day after that on which copies of One Lime Street are posted. The advertisement shall contain the details referred to in sub-paragraph (2).
  (7) Any notice given pursuant to sub-paragraph (5) shall be deemed to have been served on all members who are entitled to receive notice of general meetings on the day when the advertisement appears. Any such advertisement shall contain the details referred to in sub-paragraph (2).
  (8) Where notice of any general meeting is to be given in the manner referred to in sub-paragraph (4) or (5) above, a form of proxy prescribed pursuant to sub-paragraph 8(3) shall be attached to, or sent with, or published in each copy of One Lime Street or other publication as referred to in sub-paragraph (5) in which such advertisement appears.
  (9) A member of the Society present, either in person or by proxy, at any meeting of the Society or of any class of members of the Society shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was called.
5. Notice of Members’ Resolutions
  (1) Following receipt of a members’ resolution requisition in accordance with sub-paragraph (2), subject to sub-paragraph (5) the Council shall:
	(a)	give notice of any members’ resolution which may properly be moved and is intended to be moved at the next Annual General Meeting to each member entitled to receive notice of that meeting; and
	(b)	circulate any statement of not more than one thousand words with respect to the matter referred to in any proposed resolution or the business to be dealt with at any general meeting to such members; 
at the expense of the requisitionists (unless the Council otherwise resolves).
  (2) A members’ resolution requisition is a requisition in writing addressed to the Council and setting out the text of the resolution or statement (as appropriate) which is:
	(a)	served upon the Council not less than seven weeks (in the case of a resolution) or three weeks (in the case of a statement) before the meeting;
	(b)	accompanied by a sum reasonably sufficient to meet the Council’s expenses in giving effect to it; and
	(c)	signed by [members numbering not less than the number specified in paragraph 3(2A)] or by any number of members to which in the aggregate there is attributable at least [10] per cent. of Total Capacity.
NOTE
  (3) Notice of any members’ resolution shall be given, and any such statement shall be circulated, to members of the Society entitled to receive it, by serving a copy of the resolution or statement on each such member in any manner permitted for service of notice of the meeting. For compliance with this sub-paragraph (3), the copy must be served in the same manner and (so far as practicable) at the same time as the notice of the meeting. Where it is not practicable for it to be served at the same time, it must be served as soon as reasonably practicable thereafter.
  (4) If, after receipt of a members’ resolution requisition, an Annual General Meeting is convened for a date seven weeks or less after the requisition has been served, the requisition (though not served within the time required by sub-paragraph (2) above) is deemed properly served for the purposes of that sub-paragraph.
  (5) The Council shall not be bound to circulate a statement under sub-paragraph (1) above if it is reasonably satisfied that the statement contains defamatory matter.
  (6) A members’ resolution may not be proposed at any general meeting (whether Annual or Extraordinary) otherwise than in accordance with paragraph 3 or this paragraph 5.
6. Representation of Deceased, Bankrupt or Insolvent Members
  (1) Subject to sub-paragraphs (2), (3) and (4) below, the provisions of this byelaw shall apply as if any reference to members included reference to:
	(a)	any executor or personal representative of any deceased member; and
	(b)	any administrator, administrative receiver, liquidator, trustee in bankruptcy or analogous officer of any former member who has ceased to be a member under paragraph 46 of the Membership Byelaw (No. 17 of 1993, 111); 
who has produced such evidence as the Council, the Secretary to the Council or other person authorised by the Council, may properly require as to his position as such, has provided an address for the service of any form, ballot paper, notice or other documentation and who has informed the Council in writing that he wishes to receive notices of, and attend and vote at, any general meeting.
  (2) The provisions of this byelaw shall not apply to any executor, personal representative, administrator, administrative receiver, liquidator, trustee in bankruptcy or analogous officer of any former member referred to in sub-paragraph (1) above, if:
	(a)	all years of account of every syndicate of which the deceased member or bankrupt or insolvent former member concerned was a member have closed by reinsurance to close; or
	(b)	in the case of a bankrupt or insolvent former member, the adjudication of bankruptcy, or adjudication or declaration of insolvency, or insolvency event has been set aside on appeal or otherwise, or the Council’s declaration of cessation of membership has been set aside on appeal under the Appeal Tribunal Byelaw (No. 18 of 1995).
  (3) Sub-paragraph (1) above shall not apply in respect of any provision of this byelaw or any act done pursuant thereto relating to any general meeting convened under section 6(4) of Lloyd’s Act 1982.
  (4) Evidence to the satisfaction of the Council, the Secretary to the Council or other person authorised by the Council of the authority of the person claiming to exercise the right to vote conferred by virtue of this paragraph shall be deposited with the Secretary to the Council or other person authorised by the Council at such address as the Council shall specify not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in default the right to vote shall not be exercisable.
  (5) Every person referred to in sub-paragraph (1) above shall be bound by any notice duly given to the deceased member or bankrupt or insolvent former member from whom he derives his authority.
  (6) For the purposes of paragraph 14(7), the person referred to in sub-paragraph (1) above shall have the number of votes which the deceased member or bankrupt or insolvent former member from whom he derives his authority would have had at the relevant time, if such member had not died or become bankrupt or insolvent (as the case may be).
  (7) Where:
	(a)	any administrator, administrative receiver, liquidator or analogous officer by law entitled or bound to administer the affairs of a corporate member has been appointed and such appointment subsists; and
	(b)	the Council has not declared the membership of that corporate member to have ceased under paragraph 46 of the Membership Byelaw (No. 17 of 1993, 111);
the provisions of sub-paragraph 7(2) shall apply as if reference therein to the person authorised under sub-paragraph 7(1) to act as the corporate member’s representative at any general meeting were to the person referred to in sub-paragraph (a) above who has produced such evidence as the Council, the Secretary to the Council or other person authorised by the Council, may properly require as to his position as such, has provided an address for service of any form, ballot paper, notice or other documentation and who has informed the Council in writing that he wishes to receive notices of, and attend and vote at, any general meeting.
  (8) Evidence to the satisfaction of the Council, the Secretary to the Council or other person authorised by the Council of the authority of the person referred in sub-paragraph (7)(a) above shall be deposited with the Secretary to the Council or other persons authorised by the Council at such address as the Council shall specify not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote on the corporate member’s behalf is to be exercised and in default the right to vote shall not be exercisable.
  (9) The person referred to in sub-paragraph (7)(a) above shall be bound by any notice duly given to the corporate member in respect of which he has been appointed.
7. Representation of Corporate Members
  (1) A corporate member may authorise such person as it thinks fit to act as its representative at any general meeting by resolution of its directors or other governing body.
  (2) A person so authorised shall, if present at a general meeting to represent that corporate member, be treated for the purposes of paragraphs 10, 13 and 14 as a member of the Society.
  (3) Evidence of authorisation, giving the name and title of the individual authorised to attend the meeting and vote on the corporate member’s behalf, must be lodged with the Secretary to the Council or other person authorised by the Council not less than 48 hours before the time of the meeting in question. If evidence of authorisation is not lodged in accordance with the provisions of this sub-paragraph, the person authorised shall not be entitled to attend the meeting.
  (4) Where a corporate member votes on a resolution, the votes exercisable by that member may be cast for or against, or some for and some against, the resolution at the member’s discretion.
8. Proxies
  (1) The provisions of this paragraph shall apply to every general meeting.
  (2) A member of the Society is entitled to appoint another member of the Society (but no other person) as his proxy to attend and vote instead of him.
  (3) An instrument appointing a proxy for use at a general meeting shall be in such form and shall be signed or executed in such manner as the Council or the Secretary to the Council or other person authorised by the Council may from time to time prescribe or allow.
  (4) The instrument appointing a proxy and any authority under which it is executed or a copy of such authority duly certified in a manner approved by the Council shall be lodged with the Secretary to the Council or other person authorised by the Council at such address as the Council shall specify:
	(a)	not less than 48 hours before the time for holding the meeting or adjourned meeting at which it is to be used or, if two or more meetings under this byelaw or paragraph 3 of the Membership, Central Fund and Subscriptions (Miscellaneous Provisions) Byelaw (No. 16 of 1993, 514) are to be held on the same day and the Council so prescribes, a period of 48 hours before the first of such meetings; or
	(b)	in the case of a ballot taken more than 48 hours after it is demanded, not less than 24 hours before the time appointed for taking the ballot; or
	(c)	in the case of a ballot taken not more than 48 hours after it is demanded, at the meeting at which the ballot is demanded.
An instrument of proxy which is not so lodged shall be invalid. The Council may, in such cases and on such conditions as it may from time to time specify, allow the instrument appointing a proxy and a duly certified copy of any authority under which it is executed to be returned to the Secretary to the Council or other person authorised by the Council by means of facsimile transmission. The Council may also confer on the Secretary to the Council or such other person authority to accept such an instrument and duly certified copy returned by facsimile transmission in any other case.
  (5) The appointment of a proxy shall not preclude a member attending the meeting and voting in person but if the member votes in person the proxy shall not be entitled to vote on behalf of the member.
  (6) An instrument appointing a proxy shall be deemed to include the right to demand or join in demanding a ballot and the right to speak at a meeting, but shall not be deemed to include the right to vote on a show of hands. The instrument of proxy shall also be deemed to confer authority to vote on any amendment of a resolution put to the meeting for which it is given, and on any resolution in respect of which the proxy has not received specific instructions, as the proxy thinks fit. The instrument of proxy shall, unless the contrary is stated therein, be valid for any adjournment of the meeting as well as for the meeting to which it relates.
  (7) A vote given or ballot demanded by proxy or by the duly authorised representative of a corporation shall be valid even if the authority of the person voting or demanding a ballot has been terminated unless notice of the termination was received by the Secretary to the Council or other person authorised by the Council at the place at which the instrument of proxy was duly deposited at least three hours before the commencement of the meeting or adjourned meeting at which the vote is given or the ballot demanded or (in the case of a ballot taken otherwise than on the same day as the meeting or adjourned meeting) the time appointed for taking the ballot.
9. Service of Forms, Ballot Papers, Notices and Documents etc.
  (1) Any form, ballot paper, notice or other documentation required under this byelaw to be sent to the members of the Society by the Secretary to the Council or other person authorised by the Council shall be deemed to have been properly sent if it is either delivered personally or sent by post in a prepaid enveloped to an individual member of the Society at his last known place of business or abode or to a corporate member at its registered or principal office.
  (2) Proof that an envelope containing any form, ballot paper, notice or other documentation was properly addressed, prepaid and posted shall be conclusive evidence that such form, ballot paper, notice or other documentation was properly sent.
  (3) A notice sent by post shall be deemed to be given and any form, ballot paper or other documentation shall be deemed to be received:
	(a)	if sent by first class post from an address in the United Kingdom or another country to another address in the United Kingdom or, as the case may be, that other country, on the day following that on which the envelope containing it was posted; 
	(b)	if sent by airmail from an address in the United Kingdom to an address outside the United Kingdom, on the day following that on which the envelope containing it was posted; and
	(c)	in any other case, on the second day following that on which the envelope containing it was posted.
  (4) Unless the Council shall otherwise determine, neither the proceedings at any general meeting nor the result of a ballot under this byelaw shall be invalidated by:
	(a)	any accidental omission of the Secretary to the Council or other person authorised by the Council to send any form, ballot paper, notice or other documentation to any member of the Society or to attach any form of proxy to, send it with or publish it in any copy of One Lime Street or a publication as referred to in sub-paragraph 4(5); 
	(b)	the non-receipt by any member of the Society of any such form, ballot paper, notice or other documentation; or
	(c)	any accidental error in any form, ballot paper, notice or other documentation.
  (5) If the Council is advised that the sending of any form, ballot paper, notice or other documentation referred to in sub-paragraph (1) above to any address not within the United Kingdom would contravene the law of any country or territory outside the United Kingdom or any requirement of any government, statutory or regulatory body or court outside the United Kingdom, such form, ballot paper, notice or other documentation need not be sent to any such address, provided that:
	(a)	if a member to whom a form, ballot paper, notice or other documentation (as appropriate) is not sent in accordance with this sub-paragraph (5) has given to the Secretary to the Council or other person authorised by the Council an address within the United Kingdom at which any form, ballot paper, notice or other documentation may be sent to him he shall be entitled to have any form, ballot paper, notice or other documentation sent to him at that address; 
	(b)	if such a member has not given an address within the United Kingdom at which any form, ballot paper, notice or other documentation may be sent to him, any form, ballot paper, notice or other documentation shall be made available to him by causing the form, ballot paper, notice or other documentation to be published, or by causing a notice specifying where a copy of the form, ballot paper, notice or other documentation can be obtained to be published, in at least one daily newspaper having a national circulation in the United Kingdom.
10. Quorum
  (1) The quorum of members of the Society necessary for the holding of a general meeting shall be:
	(a)	100 members present in person or by proxy; or
	(b)	the number of members present in person or by proxy to which in the aggregate there is attributable at least one per cent of the total Capacity attributable to all members entitled to attend and vote at the meeting.
  (2) If such a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting such a quorum ceases to be present, the meeting, if convened on the requisition of members, shall be dissolved, and in any other case shall stand adjourned to such time and place as the chairman of the meeting may determine. If at the adjourned meeting a quorum is not present within fifteen minutes after the time appointed for holding the meeting, the meeting shall be dissolved.
11. Chairman
  (1) The chair at a general meeting shall be taken by the Chairman of Lloyd’s or a Deputy Chairman of Lloyd’s or, in his absence, by a person being a member of the Council appointed by the Council to take the chair at such general meeting.
  (2) The provisions of this byelaw relating to any powers of the chairman shall apply without prejudice to any powers of the chairman implied by general law.
12. Proceedings at General Meetings
  (1) The Council may decide to enable members entitled to attend a general meeting to do so by simultaneous attendance and participation at a satellite meeting place anywhere in the world. The members present in person or by proxy at satellite meeting places shall be counted in the quorum for, and be entitled to vote at, the general meeting in question. That meeting shall be duly constituted and its proceedings shall be valid provided that the chairman of the general meeting is satisfied that adequate facilities are available throughout the general meeting to ensure that members attending at all the meeting places are able to:
	(a)	participate in the business for which the meeting has been convened; 
	(b)	hear and see all persons who speak (whether by the use of microphones, loudspeakers, audio-visual communications equipment or otherwise) in the principal meeting place and any satellite meeting place; and
	(c)	be heard and seen by all other persons so present in the same way.
The chairman of the general meeting shall be present at, and the meeting shall be deemed to take place at, the principal meeting place.
  (2) If it appears to the chairman of the general meeting that the facilities at the principal meeting place or any satellite meeting place have become inadequate for the purposes referred to in sub-paragraph (1) above, then the chairman may, without the consent of the meeting, interrupt or adjourn the general meeting. All business conducted at the general meeting up to the time of such adjournment shall be valid.
  (3) The Council may make arrangements for persons entitled to attend a general meeting to be able to view and/or hear the proceedings of any general meeting and/or to speak at the meeting (whether by the use of microphones, loudspeakers, audio-visual communications equipment or otherwise), by attending a venue anywhere in the world not being a satellite meeting place. Those attending any such venue shall not be regarded as present and shall not be entitled to vote at the meeting at or from that venue. The inability for any reason of any member present in person or by proxy at such a venue to view and/or hear all or any of the proceedings of the meeting and/or to speak at the meeting shall not in any way affect the validity of such proceedings.
  (4) The Council may make arrangements for persons not entitled to attend a general meeting to be able to view and/or hear the proceedings of any general meeting by attending a venue or venues specified by the Council.
  (5) For the purposes of sub-paragraph (1) above, the right of a member to participate in the business of any general meeting shall include, without limitation, the right to speak, vote on any show of hands, vote on any ballot, be represented by a proxy, and have access to all documents which are required to be made available at the meeting.
  (6) The chairman of any general meeting may make any reasonable arrangement and impose any requirement or restriction he reasonably considers appropriate to ensure the security and orderly conduct of a general meeting including, without limitation, requirements for those attending the meeting to produce evidence of their identity, searches of personal property and restrictions on items that may be taken into the meeting place, and shall be entitled to refuse entry to a person who refuses to comply with such arrangements, requirements or restrictions.
  (7) The chairman of the meeting may at any time with the consent of any general meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting to another time or place (or indefinitely). In addition (and without prejudice to the chairman’s power to adjourn a meeting conferred by sub-paragraph (2) above), the chairman may at any time, without the consent of the meeting, adjourn the meeting to another time or place or (subject as specified below) indefinitely if it appears to the chairman that:
	(a)	the number of persons present or wishing to attend cannot be conveniently accommodated in the place or places appointed for the meeting; 
	(b)	the unruly behaviour of any persons attending the meeting prevents or is likely to prevent the orderly conduct of the business of the meeting; or
	(c)	an adjournment is otherwise necessary so that the business of the meeting may be properly conducted; or
	(d)	as a result of a material change in circumstances since the despatch of the notice convening the meeting it is expedient in the interests of the Society that the business for which the meeting has been convened should not be proceeded with at the time for which the meeting has been convened. A meeting adjourned under this sub-paragraph (d) shall be adjourned until such time as members of the Society have been adequately informed about the relevant material change in circumstances.
No business may be conducted at any adjourned meeting other than business left unfinished at the meeting from which the adjournment took place.
  (8) Any such adjournment may be for such time and/or to such other place (or, in the case of a meeting held at a principal meeting place and a satellite meeting place, such other places) as the chairman of the meeting may, in his absolute discretion determine, notwithstanding that by reason of such adjournment some members may be unable to be present at the adjourned meeting. Any such member may nevertheless execute a form of proxy for the adjourned meeting, which, if delivered by him to the chairman or the Secretary, shall be valid even though it is given at less notice than would otherwise be required by this byelaw. When a meeting is adjourned for 30 days or more or for an indefinite period, at least seven days’ notice shall be given specifying the time and place (or places, in the case of a meeting to which sub-paragraph 12(1) or 12(3) applies) of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
  (9) No amendment to a resolution may be considered or voted upon (other than a mere clerical amendment to correct a patent error) unless either:
	(a)	notice of the text of the amendment and the intention to move it has been served upon the Council at least 48 hours before the date of the meeting or adjourned meeting at which the resolution is to be proposed and the amendment relates to the subject matter of the resolution proposed to be amended; or
	(b)	the chairman of the meeting, in his absolute discretion, decides that the amendment may be considered and voted on.
If an amendment shall be proposed to any resolution under consideration but shall in good faith be ruled out of order by the chairman of the meeting, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. With the consent of the chairman of the meeting, an amendment may be withdrawn by its proposer before it is voted upon.
  (10) The chairman of the meeting may permit questions from the floor. The chairman shall ensure that discussion of any proposed resolution is kept within reasonable bounds and may prohibit further consideration of a particular matter once, in his reasonable opinion, such matter has been sufficiently debated and a fair cross-section of views has been heard.
  (11) Any motion or point of order shall (unless the chairman of the meeting, in his absolute discretion, otherwise permits) be submitted in writing to the chairman of the meeting in accordance with the procedures determined by him.
13. Attendance and Voting
  (1) No one but a member of the Society or of the Council shall be present, speak or take part in proceedings at an Annual or Extraordinary General Meeting without permission of the Chairman of Lloyd’s or a Deputy Chairman of Lloyd’s or the chairman of the meeting.
  (2) No one but a member of the Society shall vote in any proceedings at an Annual or Extraordinary General Meeting.
  (3) Subject to sub-paragraph 14(9), unless a ballot is duly demanded a declaration by the chairman of the meeting that a resolution has been carried, or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the record of proceedings of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
14. Voting and Ballot
  (1) A resolution proposed at a general meeting convened under section 6(4) of Lloyd’s Act 1982 shall be decided upon by a ballot of those members of the Society who are qualified to attend and vote at the meeting and such members may cast their votes in person or by proxy.
  (2) A resolution brought forward at a general meeting other than a meeting referred to in sub-paragraph (1) above shall be decided on a show of hands unless before, or at the declaration of the result of, the show of hands a ballot of the members is called for by:
	(a)	the chairman of the meeting; 
	(b)	not less than 50 individual members; or
	(c)	a corporate member to which, or corporate members to which in the aggregate, there is attributable not less than two per cent. of the total Capacity attributable to all the corporate members which are entitled to attend and vote at the meeting.
A demand by a person as proxy for a member shall be the same as a demand by the member. Any such ballot shall be taken at the end of the meeting or at such other time as the chairman of the meeting may direct and shall be taken in such manner as the chairman shall direct.
  (3) Any demand for a ballot may, with the consent of the chairman, be withdrawn before the ballot is taken. A demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made. If the demand for a ballot is withdrawn, the chairman or any other member or members entitled may demand a ballot.
  (4) A demand for a ballot shall not prevent the meeting continuing to transact any business other than the question on which the ballot was demanded. If a ballot is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.
  (5) No notice need be given of a ballot not taken at the end of the meeting if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case at least seven days’ notice shall be given to all members specifying the time and place at which the ballot is to be taken.
  (6) A ballot may be called for the chairman of the meeting whenever, in his absolute discretion, he thinks it appropriate, including (without limitation) if:
	(a)	he has reason to believe that the result on a ballot would be different from that on a show of hands; 
	(b)	he considers that the result on a show of hands is unrepresentative; or
	(c)	he considers the matter to be of such significance that it is appropriate to put it to a vote of the full membership of the Society.
  (7) In any ballot held under [sub-paragraph (1) above, each member shall have one vote. In any ballot held under sub-paragraph (2) above, each member shall have one vote for every £500,000 or part of £500,000 of Capacity attributable to that member.]
NOTE
  (8) The Secretary to the Council may issue a certificate stating the voting entitlement of any member in relation to any general meeting. Any such certificate shall be conclusive evidence of the voting entitlement of the member to which it relates.
  (9) The Secretary to the Council or other person authorised by the Council shall announce the result of a ballot held at a general meeting convened under section 6(4) of Lloyd’s Act 1982 by posting in the Room a notice specifying the resolution and whether or not:
	(a)	such resolution has been passed by a majority of members voting in person or by proxy; and
	(b)	the number of members voting in favour of such resolution represents at least one third of the total membership of the Society.
Such notice shall state whether or not the byelaw, or amendment to or revocation of, the byelaw to which the resolution relates has been revoked or annulled (as the case may be).
  (10) If any votes are counted which ought not to have been counted, or might have been rejected, the error shall not vitiate the result of the voting unless it is pointed out at the same meeting, or at any adjournment thereof and, in the opinion of the chairman of the meeting, it is of sufficient magnitude to vitiate the result of the voting.
  (11) No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting or ballot at which the vote objected to is tendered. Every vote not disallowed at such meeting shall be valid and every vote not counted which ought to have been counted shall be disregarded. Any objection made in due time shall be referred to the chairman whose decision shall be final and conclusive.
15. Record of Proceedings
  (1) Books (whether bound or in loose-leaf form) recording the proceedings of general meetings shall be kept. Such books shall be open to the inspection of any member of the Society on application to the Council.
  (2) A copy of each such notice referred to in sub-paragraph 14(9) above shall be maintained with the books of the proceedings of the Council.
16. Scrutineers
  (1) At any ballot:
	(a)	held pursuant to sub-paragraph 14(1) above; or
	(b)	otherwise ordered by the Council not being a ballot to elect members of the Council,
the Council shall appoint persons as scrutineers to take the vote and report the result.
  (2) At any ballot held at a general meeting pursuant to sub-paragraph 14(2) above the chairman of the meeting shall appoint one or more persons present as scrutineers to take the vote and report the result.
  (3) In reporting the result of any ballot the scrutineers shall state the number of votes cast for and against the resolution.
  (4) Remuneration of scrutineers shall be at the discretion of the Council.
17. Revocation and Amendments
  The provisions of Schedule 2 to this byelaw (revocation and amendments) shall have effect.
18. Commencement
  This byelaw shall come into force on [30 August 1996].
NOTE
Schedule 1—Interpretation
  1. In this byelaw:
“Capacity” in relation to a member means the aggregate of:
	(i)	that member’s allocated overall premium limit (if any) for the year of account corresponding to the calendar year in which the ballot is taken; save that, in the case of a general meeting held in January in any year, the amount to be taken into account for the purpose of this sub-paragraph (i) shall be the member’s overall premium limit for that year of account; 
	(ii)	that member’s allocated overall premium limit (if any) for the two years of account preceding the year in which the ballot is taken; and
	(iii)	that member’s member’s syndicate premium limit (if any) attributable to any run-off account ascertained at the date by which copies of the relevant syndicate annual reports are required to be sent to relevant members’ agents under paragraph 16(2) of the Syndicate Accounting Byelaw (No. 18 of 1994, 326) [; provided that if between such date and the election day such run-off account is closed, the member’s member’s syndicate premium limit (if any) attributable to that run-off account shall not be taken into account for the purposes of this definition].
NOTE
  2. For the purposes of the definition in paragraph 1 above:
“allocated overall premium limit” means, in relation to a member, the sum of his member’s syndicate premium limits for the time being; 
“member’s syndicate premium limit” means, in relation to an underwriting member, the limit for the time being prescribed on the amount of insurance business allocable to a particular year of account which is to be underwritten on the member’s behalf through a particular syndicate, such limit being expressed as the maximum permissible amount of his member’s syndicate premium income allocable to that year of account; 
“overall premium limit” means, in relation to an underwriting member, the limit for the time being prescribed on the amount of insurance business which is to be underwritten on his behalf from time to time, such limit being expressed as the maximum permissible amount of his premium income allocable to any year of account; 
“run-off account” means a year of account which has not been closed as at the date at which it would normally have been closed in accordance with the policies and practices generally adopted in respect of the syndicate concerned.
  3. For the purposes of the definitions in paragraph 2 above:
“member’s syndicate premium income” means premium income of a member of a syndicate arising out of insurance business underwritten through that syndicate; 
“premium income” means, in relation to an underwriting member, the aggregate of the premiums credited to him less, or net of qualifying reinsurance premiums, brokerage, discount, commission, any tax charged upon or any monies withheld from a premium by or on behalf of any statutory, governmental, state, provincial or local government authority, body or official and any premium returned to an assured.
  4. In this byelaw:
“Total Capacity” means the total Capacity attributable to all members of the Society who, at the date of the relevant requisition, have a right to attend and vote at the meeting to which that requisition relates.
Schedule 2—Revocation and Amendments
[These have been made on the byelaws in question]
521. Council and Committee Byelaw No. 18 of 1996, 14 May 1996
COMMENCEMENT
  This byelaw will come into force on the date on which the Council declares that all reinsurance contracts entered into pursuant to paragraph 4(1) of the Reconstruction and Renewal Byelaw (No. 22 of 1995) have become unconditional in all respects. By byelaw No. 38 of 1996, this date was changed to 30 August 1996.
AMENDMENTS
  This byelaw was amended by:
Council and Committee (Amendment No. 1) Byelaw (No. 38 of 1996)
Council and Committee (Amendment No. 2) Byelaw (No. 43 of 1996)
Council and Committee (Amendment No. 3) Byelaw (No. 4 of 1997)
Council and Committee (Amendment No. 4) Byelaw (No. 27 of 1997)
Membership, Council and Committee and Annual and Extraordinary General Meeting (Amendment) Byelaw (No. 15 of 1998)
Council and Committee (Amendment No. 6) Byelaw (No. 18 of 1998)
Council and Committee (Amendment No. 7) Byelaw (No. 14 of 2000)
Annual Subscribers Byelaw (No. 15 of 2000)
Council and Committee (Amendment No. 8) Byelaw (No. 5 of 2001).
EXPLANATORY NOTE
(This note is not part of the byelaw.)
  This byelaw replaces the Council and Committee Byelaw (No. 7 of 1992) and implements the outstanding recommendations of the Report of the Working Party on Voting Rights and Related Matters relating to the final capacity-based voting system for Council elections.
  The byelaw also implements other Council election and governance reforms, including; the use of One Lime Street or other appropriate publication to give notices of elections; the power for Council to conduct its business by telephone and by unanimous written consent; the inclusion of an express prohibition on Council and Board members endorsing candidates for election; and the inclusion of an express provision on how documents may be executed on behalf of the Society.
  This byelaw will come into force once all reinsurance contracts entered into pursuant to paragraph 4(1) of the Reconstruction and Renewal Byelaw (No. 22 of 1995) have been declared by the Council to have become unconditional in all respects.
The Council of Lloyd’s in exercise of its powers under sections 3 and 6(2) of, and paragraph (6) of Schedule 2 to, Lloyd’s Act 1982 hereby makes the following byelaw:
1. Number and Membership of the Council
  (1) The maximum number of the members of the Council shall be [[18]] and shall comprise six working members of the Council, [[six]] external members of the Council and six nominated members of the Council.
  (2) [[Subject to sub-paragraph (5) below, of]] the external members, [there shall be designated as “C” external members the number specified in sub-paragraph (3)], elected in accordance with this byelaw from among candidates for election nominated by corporate external members of the Society in accordance with sub-paragraph 7(1) of this byelaw.
  [(3) The number of “C” external members referred to in sub-paragraph (2) shall be:
	(a)	for 1997, one member;
	(b)	from 1 January 1998, two members.]
	[[(c)	from 1 February 1999 such number of members as is determined in accordance with sub-paragraph (4) below.]]
  [[(4) The number of members referred to in sub-paragraph (3)(c) above shall be determined by reference to the proportion which the Total Corporate Capacity bears to the Total External Capacity in accordance with the following table:

Proportion of Total Corporate Capacity to Total External Capacity	Number of "C" external members	
Not more than 5 per cent	None	
More than 5 per cent but not more than 10 per cent	One	
More than 10 per cent but not more than 36 per cent	Two	
More than 36 per cent but not more than 64 per cent	Three	
More than 64 per cent but not more than 90 per cent	Four	
More than 90 per cent but not more than 95 per cent	Five	
More than 95 per cent	Six	

  (5) Notwithstanding any other provision of this byelaw, no external member of the Council shall vacate office by reason only of the fact that the proportion of Total Corporate Capacity to Total External Capacity at any time during his term of office differs from that which applied to the election at which he was elected to membership of the Council.
  (6) At any election at which there is a vacancy for an external member of the Council:
	(a)	the number of vacancies (if any) available to be filled by “C” external members of the Council shall be determined by taking the total number of “C” external members who would be due to serve at the beginning of the prospective term of office of the members to be elected if that number were determined in accordance with sub-paragraph (4) without reference to sub-paragraph (5), and subtracting from it the number of actual “C” external members whose current term of office will not have expired at or before the commencement of that prospective term of office;
	(b)	the number of vacancies (if any) available to be filled at any election by external members of the Council who are not “C” external members shall be the total number of vacancies for external members of the Council less the number of vacancies for “C” external members determined in accordance with (a) above.
  (7) During the months of January 1999, January 2000 and January 2001:
	(a)	the number of members of the Council shall be reduced by the aggregate number of working and external members of the Council whose term of office expired on the immediately preceding 31 December;
	(b)	the number of working members of the Council shall be reduced by the number of working members whose term of office expired on the immediately preceding 31 December; and
	(c)	the number of external members of the Council shall be reduced by the number of external members whose term of office expired on the immediately preceding 31 December.]]
NOTE
2. Election of Working Members
  The election of the working members shall be from among [the working] members of the Society by postal ballot of those members of the Society whose names are shown in Part I of the Register referred to in Schedule I to Lloyd’s Act 1982 as working members of the Society on the date on which notice of such election is given. Such postal ballot shall close on a date in [[December or January in each year prescribed by the Council (the “election day”).]]
NOTE
3. Election of External Members
  The election of the external members shall be from among the external members of the Society by postal ballot of those members of the Society whose names are shown in Part II of the Register referred to in Schedule 1 to Lloyd’s Act 1982 as external members of the Society on the date on which notice of such election is given. Such postal ballot shall close on the election day.
[3A. Limitation of eligibility of connected individuals and corporate members
  (1) Notwithstanding any other provision of this byelaw;
	(a)	[[an external member of the Society]] is not eligible as a member of the Council if it would serve as a member at the same time as a working member with which it is connected;
	(b)	a working member of the Society is not eligible as a member of the Council if he would serve as a member at the same time as [an external member] with which he is connected.
  (2) If [[an external member]] and a working member of the Society are nominated for the same election in circumstances where sub-paragraph (1) above applies (or would apply if both were elected), the nomination of one of them shall be withdrawn. In default of agreement between the members concerned, the identity of the member whose nomination is withdrawn shall be determined by lot by the Secretary to the Council and such determination shall be final and binding for all purposes of this byelaw.]
  [[(3) If a working member and an external member become connected during their respective terms of office, one of them shall vacate office at the 31 January next following the date on which they become so connected.
  (4) The members concerned may, not later than one month after they become so connected (or, if earlier, the 31 January referred to in sub-paragraph (3) above) agree between themselves which of them is to vacate office under this paragraph. If they do so agree, they shall forthwith notify the Secretary to the Council.
  (5) If the members concerned do not so agree, the member to vacate office shall be the one whose term of office is due to expire the later; but if their terms of office are due to expire at the same time, the identity of the member who is to vacate office shall be determined by lot by the Secretary to the Council.
  (6) Any agreement made and notified to the Secretary to the Council under sub-paragraph (4) above and any determination made by lot under sub-paragraph (5) above shall be final and binding for all purposes of this byelaw.]]
NOTES
[3B. Resignation to Make Way for Connected Candidate
  (1) This paragraph applies where—
	(a)	a person who proposes to offer himself for election to the Council (the “connected candidate”) is connected with an existing member of the Council (the “incumbent member”); and
	(b)	the term of office of the incumbent member will, unless previously terminated, continue beyond the date at which those elected to membership at the relevant election will take office.
  (2) The incumbent member may, not later than the date prescribed as the date by which nomination forms are to be lodged in accordance with paragraph 9(2), give to the Secretary to the Council notice in writing of his resignation from office, expressed to take effect immediately before the members elected at the relevant election take office.
  (3) A notice of resignation under sub-paragraph (2) above may be expressed to take effect only in the event of the connected candidate’s being elected. A notice so expressed is in this paragraph referred to as a “contingent notice of resignation”.
  (4) If a contingent notice of resignation is given—
	(a)	the connected candidate may be nominated, and is eligible, in the relevant election; and
	(b)	if the connected candidate is elected, the incumbent member shall vacate office by virtue of the contingent notice of resignation immediately before the connected candidate takes office.
  (5) If the incumbent member vacates office under sub-paragraph (4)(b) above, the person who received the highest number of votes out of those who stood for election at the relevant election in the same category of membership of the Council as the incumbent member and who were not elected (or, if there is only one such person, that person) shall be treated as having been elected to fill the vacancy created by the incumbent member’s resignation and shall accordingly become a member of the Council for the unexpired portion of the term of office of the incumbent member: provided that, if there is no such person who stood for election and was not elected, the vacancy may be filled as a casual vacancy under paragraph 20.
  (6) For the purposes of sub-paragraph (5) above “C” external members shall be treated as falling within a different category of membership from other external members.]
NOTE
4. Appointment of Nominated Members
  (1) The appointment of a nominated member shall be by special resolution of the Council, but no such appointment shall take effect unless and until confirmed by the Governor for the time being of the Bank of England.
  (2) A person who is a member of the Society or an annual subscriber […] shall not be eligible for appointment as a nominated member.
NOTE
5. Notice of Election
  (1) The Council shall give not less than sixty days’ notice of a ballot for the election of a member of the Council by posting in the Room and by notice in writing to each member of the Society [who is a member of the Society at the date of such notice] addressed to such member’s last known place of business or abode [: provided that notice need not be given to an external member who has no Capacity in relation to the relevant ballot] [[or to an ineligible working member]].
NOTE
  (2) Such notice shall state:
	(a)	that the object of the ballot is to elect working members or external members as the case may be; 
	(b)	the number of working members or external members (distinguishing between any “C” external member and any other external member) to be elected; 
	(c)	the place or places at which nomination forms can be obtained; and
	(d)	the dates and time by which nominations for such elections are to be received in order to be valid.
  [(2A) If, on the date of despatch of notice of the election, the precise number of working members or external members to be elected is for any reason uncertain, the notice shall additionally state that:
	(a)	such number is unknown and additional vacancies may arise; and
	(b)	members of the Society to whom the notice of election is being sent shall be notified of the number of such additional vacancies no later than the date on which ballot papers are to be sent to members of the Society in accordance with sub-paragraph 11(1).]
NOTE
  [(2AA) If by the date of despatch of the notice of the election an incumbent member has given a contingent notice of resignation under paragraph 3B, the notice shall state that fact and shall include an explanation of the effect of the provisions of that paragraph.]
NOTE
  [(2B) The Council may make such ancillary directions as to the way in which the ballot shall be held as it, in its discretion, thinks fit. Such directions may, without limitation, include the method for determining which candidates shall be elected to the various vacancies and, if the Council makes a direction in accordance with sub-paragraph 20(3), the way in which the ballot for the casual vacancy is to be combined with the other ballot to be held on the election day. Without prejudice to sub-paragraph 20(4)(e), the Council shall describe the effect of any such directions in at least one of the following:
	(a)	if notice of a ballot is given in writing, in such notice; or
	(b)	[…]
	(c)	if notice of a ballot is given by placing an advertisement in a newspaper in accordance with sub-paragraph 5(4), in such advertisement; or
	(d)	if notice of nomination is given by sending out a ballot paper and particulars of each candidate, in such ballot paper or particulars; or
	(e)	[…]
NOTE
  (3) […]
  (4) If, at any time and for any reason, it is not possible […] to give notice of a ballot for the election of a member of the Council by notices sent through the post as a result of the suspension or curtailment of postal services, the Secretary to the Council or other person authorised by the Council may, instead of giving notice (but not posting in the Room) under sub-paragraph (1) above, give notice of a ballot for the election of a member of the Council by placing an advertisement in at least one daily paper having a national circulation or at least one daily paper having an international circulation.
  (5) […]
  (6) Any notice given pursuant to sub-paragraph (4) shall be deemed to have been served on all members of the Society who are entitled to receive notice of a ballot for the election of a member of the Council on the day when the advertisement appears. Any such advertisement shall contain the details referred to in sub-paragraph (2).
6. Nomination of Working Members
  A working member of the Society may be nominated for election as a working member by 16 other members of the Society who are registered as working members of the Society on the date on which [nomination forms must be lodged in accordance with sub-paragraph 9(2)] signing a nomination form.
NOTE
7. Nomination of External Members
  (1) An external member of the Society may be nominated for election as a “C” external member of the Council by any corporate member or corporate members of the Society (not including the member standing for election) who is or are registered as external members of the Society on the date on which [nomination forms must be lodged in accordance with sub-paragraph 9(2)], and who singly or together hold 2 per cent. or more of Capacity attributable to all corporate members, signing a nomination form by its or their authorised representative or representatives.
  (2) An external member of the Society may be nominated for election as an external member of the Council, other than a “C” external member, by 16 individual members of the Society (not including the member standing for election) who are registered as external members of the Society on the date on which [nomination forms must be lodged in accordance with sub-paragraph 9(2)], signing a nomination form.
NOTE
8. General Provisions relating to Nomination
  (1) No person shall be nominated for election as a member without his consent in writing.
  (2) A corporate member standing for election as a “C” external member of the Council shall be required, at the time of its nomination, itself to nominate an individual who is a member of its board of directors or other governing body [(or, in the case of a Scottish limited partnership, is a partner in the partnership or is a member of the board of directors or other governing body of a body corporate which is a general partner in the partnership)] who will, if it is elected, act as its representative at Council meetings and in relation to the business of the Council as a whole [: provided than an individual may not be so nominated if he is, or is standing for election as, a member of the Council or has been nominated to act as the representative at Council meetings of another corporate member which is, or is standing for election as, a member of the Council.].
NOTE
  (3) [A member of the Society nominated for election as a member of the Council and, in the case of a corporate member nominated for election, the individual for the time being nominated as its representative under sub-paragraph 8(2), shall, if so required by the Council or the secretary of the council or other person authorised by the Council, declare on his or its nomination form particulars of any interests held by such nominated member or individual of such kinds or descriptions as may be specified in such form.]
NOTE
9. Nomination Forms
  (1) Nomination forms shall be in such form and shall be signed or executed in such manner as the Council or the Secretary to the Council or other person authorised by the Council may from time to time prescribe or allow.
  (2) Nomination forms and the consent in writing of persons nominated shall be lodged with the Secretary to the Council by such date as the Council or the Secretary to the Council or other person authorised by the Council shall prescribe, which date shall be at least 42 days before the election day.
[10. Number of Eligible Persons Nominated not Exceeding Number of Vacancies
  If by the date upon which nomination forms are to be lodged in accordance with paragraph 9(2) the number of eligible persons nominated for election as working members or external members (as the case may be) does not exceed the number of vacancies, the eligible candidates who have been nominated shall be declared to be elected. If the number of eligible candidates nominated is reduced by withdrawal or otherwise to no more than the number of vacancies the remaining eligible candidates nominated shall be declared to be elected.]
NOTE
11. Notice of Nomination
  (1) Not less than 28 days before the election day the Secretary to the Council shall give notice of the names of the [[eligible]] candidates nominated as working members or external members (as the case may be) by posting in the Room and, except in the circumstances referred to in paragraph 10, send to each member of the Society [who is a member of the Society at the date of such notice]:
	(a)	a ballot paper containing [the number of additional vacancies (if relevant) notified in accordance with paragraph 5(2A)(b) above and] the names of all [[eligible candidates nominated]] and stating the requirements as to the giving of votes and the date and time by which ballot papers are to be received in order to be included in the ballot; and
	(b)	particulars of each [[eligible]] candidate including any statement he may wish to make concerning his candidature [[[…]]]
[[[ provided always that the documents described in paragraphs (a) and (b) above need not be sent to any ineligible working member of the Society or to any external member of the Society who has no capacity in relation to the relevant ballot;]]]
  [[(1A) If by the date on which notice is given under sub-paragraph (1) above an incumbent member has given a contingent notice of resignation under paragraph 3B, the notice posted in the Room and each ballot paper sent under that sub-paragraph shall state that fact and shall include an explanation of the effect of the provision of that paragraph.]]
  (2) The Secretary to the Council shall not be bound to send a statement referred to in sub-paragraph (1)(b) above if he is reasonably satisfied that the statement contains defamatory matter [, misleading information or any other information which it would not be in the interests of the Society to send].
  (3) […]
  (4) […]
  [[(5) Where a ballot is held in December or January of any year, the Council shall specify a record date as at which, and returns or records by reference to which, the Capacity of members shall be determined for the purposes of that ballot.]]
NOTE
12. Service of Forms, Ballot Papers, Notices and Documents etc.
  (1) Subject to sub-paragraph (5), any form, ballot paper, notice or other documentation required under this byelaw to be sent to the members of the Society by the Secretary to the Council or other person authorised by the Council shall be deemed
to have been properly sent if it is either delivered personally or sent by post in a prepaid envelope to an individual member of the Society at his last known place of business or abode or to a corporate member at its registered or principal office.
  (2) Proof that an envelope containing any form, ballot paper, notice or other documentation was properly addressed, prepaid and posted shall be conclusive evidence that such form, ballot paper, notice or other documentation was properly sent.
  (3) A notice sent by post shall be deemed to be given and any form, ballot paper or other documentation shall be deemed to be received:
	(a)	if sent by first class post from an address in the United Kingdom or another country to another address in the United Kingdom or, as the case may be, that other country, on the day following that on which the envelope containing it was posted; 
	(b)	if sent by airmail from an address in the United Kingdom to an address outside the United Kingdom, on the day following that on which the envelope containing it was posted; and
	(c)	in any other case, on the second day following that on which the envelope containing it was posted.
  (4) Unless the Council shall otherwise determine, the result of a ballot under this byelaw shall not be invalidated:
	(a)	by an accidental omission of the Secretary to the Council or other person authorised by the Council to send any form, ballot paper, notice or other documentation to any member of the Society or to attach the same to, send it with or publish it in […] a publication as referred to in sub-paragraph 5(4);
	(b)	by the non-receipt by any member of the Society of any such form ballot paper, notice or other documentation; or
	(c)	by any accidental error in any form, ballot paper, notice or other documentation.
  (5) If the Council is advised that the sending of any form, ballot paper, notice or other documentation referred to in sub-paragraph (1) above to any address not within the United Kingdom would contravene the law of any country or territory outside the United Kingdom or any requirement of any government, statutory or regulatory body or court outside the United Kingdom, such form, ballot paper, notice or other documentation need not be sent to any such address, provided that:
	(a)	if a member to whom a form, ballot paper, notice or other documentation (as appropriate) is not sent in accordance with this sub-paragraph (5) has given to the Secretary to the Council or other person authorised by the Council an address within the United Kingdom at which any form, ballot paper, notice or other documentation may be sent to him he shall be entitled to have any form, ballot paper, notice or other documentation sent to him at that address; 
	(b)	if such a member has not given an address within the United Kingdom at which any form, ballot paper, notice or other documentation may be sent to him, any form, ballot paper, notice or other documentation shall be made available to him by causing the form, ballot paper, notice or other documentation to be published, or by causing a notice specifying where a copy of the form, ballot paper, notice or other documentation can be obtained to be published, in at least one daily newspaper having a national circulation in the United Kingdom.
NOTE
13. Voting
  (1) A member of the Society […] may [subject to sub-paragraph (6) below,] exercise his right to vote by posting or delivering his ballot paper completed to such person as is authorised by the Council to receive it, but only ballot papers received by such person on or before the date and time stated in the ballot paper shall be [capable of inclusion] in the votes counted.
  (2) At any ballot to elect members, no member of the Society […] shall:
	(a)	vote more than once for any one candidate; 
	(b)	vote for more than the total number of candidates to be elected; or
	(c)	be required to cast more votes than he wishes to cast.
  [(3) In the election of working members of the Council each working member of the Society shall, subject to sub-paragraph (6) below, have one vote.]
NOTE
  [(4) In the election of a “C” external member of the Council—
	(a)	each external corporate member shall have 100 votes for every £500,000 or part of £500,000 of Capacity attributable to that external corporate member; and
	(b)	each external individual member shall have one vote for every £500,000 or part of £500,000 of Capacity attributable to that external individual member.
  (5) In the election of any other external member of the Council—
	(a)	each external individual member shall have 100 votes for every £500,000 or part of £500,000 of Capacity attributable to that external individual member; and
	(b)	each external corporate member shall have one vote for every £500,000 or part of £500,000 of Capacity attributable to that external corporate member.]
NOTE
  [(6) Any ballot paper received or votes cast in accordance with the provisions of this byelaw from or by a member of the Society shall not be counted if, before the election day, that member ceases to be a member of the Society.]
NOTE
14. Scrutineers
  (1) At any ballot to elect members, the Council shall appoint persons as scrutineers to take the vote and report the result.
  (2) In reporting the result of any such ballot the scrutineers shall state the number of votes cast for each candidate for election to the Council.
  (3) Remuneration of scrutineers shall be at the discretion of the Council.
15. Equal Number of Votes
  If in any ballot any two or more candidates receive an equal number of votes, the election shall be determined as between or among them by lot by scrutineers appointed pursuant to sub-paragraph 14(1).
16. Insufficient Number of Candidates
  (1) If at any ballot, any vacancy among the working members or the external members is not filled, the Council shall direct that a further ballot be held to fill that unfilled vacancy.
  (2) The provisions of this byelaw shall apply to such ballot, except that such further ballot need not close on the election day.
17. Terms of Office
  (1) The term of office of the working members and the external members shall be three years, in each case, or such lesser term as the Council may by special resolution determine, generally or for any particular case or class of case.
  (2) The term of office of the nominated members shall be three years except that:
	(a)	the term of office of the person appointed as Chief Executive Officer at Lloyd’s shall be specified by special resolution of the Council; and
	(b)	the Council may at the time of the reappointment of any other nominated member of the Council specify that his term of office shall be any period of less than three years.
  (3) The term of office of an elected or appointed member shall not be extended during the term of office of such member.
  [(4) The term of office of members of the Council elected to serve for a term commencing after 31 December 1998 (other than members elected or appointed to fill a casual vacancy) shall commence on 1 February.]
NOTE
[(17A) Remuneration
  (1) Subject to sub-paragraph (3), the Society shall in each year pay to every member of the Council such sum as the Council may by resolution from time to time prescribe by way of remuneration for his services.
  (2) The Council may prescribe different sums payable under sub-paragraph (1) by reference to—
	(a)	whether the member of the Council is an external member of the Council, a nominated member of the Council or a working member of the Council;
	(b)	in the case of external members of the Council, whether the external member of the Council is an individual member of the Society or a corporate member of the Society; and
	(c)	in the case of working members of the Council, whether the working member of the Council is the Chairman of Lloyd’s or a Deputy Chairman of Lloyd’s.
  (3) The Council may direct that a member of the Council or a class or category of member of the Council shall not be paid any sum under sub-paragraph (1).
(17B) Power to Grant Indemnity
  (1) The Society may from time to time enter into a deed of indemnity with any member of the Council for the time being in such form as the Chairman or a Deputy Chairman of the Council, acting on legal advice, may consider appropriate in the circumstances of that member.
  (2) In granting an indemnity to any person in a capacity other than that of member of the Council, the Society may adopt such form of indemnity as the Council may consider appropriate (whether or not a deed).]
NOTE
18. Eligibility for Re-election
  (1) Subject to sub-paragraph (2) below, a working member shall not be eligible for re-election as a working member for a term commencing sooner than one year after the expiry of his last previous term as a working member.
  (2) The Chairman of Lloyd’s and each of the Deputy Chairmen of Lloyd’s shall, if the Council shall from time to time so determine in respect of any one (but not more) of their number, be eligible for immediate re-election once only.
  (3) Any working member shall, on re-election to the Council, be deemed to begin a new term of office.
  (4) Any external member shall be eligible for re-election for one further three year term following the expiry of his first term as an external member. On the expiry of any such further term he shall not be eligible for re-election as an external member for a term commencing sooner than one year after the expiry of such further term. On any subsequent re-election as an external member, the first term for which he is re-elected following a period out of office shall be treated for the purpose of this sub-paragraph 18(4) as his first term as an external member.
  (5) Any nominated member shall, on reappointment to the Council, be deemed to begin a new term of office.
19. Cessation of Membership of the Council and Committee
  (1) Any working member or any external member who:
	(a)	ceases to be a working member of the Society or an external member of the Society (as the case may be): or
	(b)	is subject to a penalty or sanction other than a fine alone which has been confirmed following disciplinary proceedings; 
shall thereupon cease to be a member or a member of the Council and the Committee as the case may be.
  (2) If a person elected as a working member or as an external member ceases to be a working member of the Society or an external member of the Society (as the case may be) prior to the commencement of the term for which he has been elected, a vacancy as a working member or an external member (as the case may be) shall be deemed to have arisen and a casual vacancy shall thereby occur.
  (3) If the individual nominated by a “C” external member of the Council in accordance with sub-paragraph 8(2) of this byelaw as its representative ceases to be a member of its board of directors or other governing body or the “C” external member in question notifies the Council that the individual will not continue to act as its representative:
	(a)	that member shall be required within ten working days to nominate another individual who is a member of its board of directors or other governing body to act as its representative; and
	(b)	that member shall cease to be a member of the Council [at the 31 January next following the time at which] its first representative ceased to be qualified, or became unable, to represent it.
The Council shall direct that a ballot be held to fill the vacancy then arising, such election to take effect on the first day of the next succeeding calendar year or so soon thereafter as is reasonably practicable. The terms of this byelaw shall apply to any such election, save that any such ballot need not close on the election day.
NOTE
  (4) If a person who is appointed as a nominated member becomes a member of the Society or an annual subscriber […] during his term of office as a nominated member, he shall thereupon cease to be a nominated member of the Council.
NOTE
  (5) If a person who is appointed as a nominated member:
	(a)	becomes bankrupt or makes any arrangement or composition with his creditors generally or applies to the court for an interim order under section 253 of the Insolvency Act 1986 in connection with a voluntary arrangement under that Act; or
	(b)	is convicted of a reportable criminal offence by a court in the United Kingdom or elsewhere; 
he shall at the discretion of the Council cease to be nominated member of the Council.
  (6) If any member of the Council is, or may be, suffering from mental disorder and either:
	(a)	he is admitted to hospital in pursuance of an application for admission for treatment under the Mental Health Act 1983 or, in Scotland, an application for admission under the Mental Health (Scotland) Act 1960; or
	(b)	an order is made by a court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder for his detention or for the appointment of a receiver, curator bonis or other person to exercise powers with respect to his property or affairs; 
he shall thereupon cease to be a member of the Council.
20. Casual Vacancies
  (1) Subject to sub-paragraph 19(3) of this byelaw, if at any time a vacancy for a working member or for an external member shall arise other than by reason of completion of his current term of office the Council may at its discretion direct that a ballot be held to fill that vacancy. The person elected to fill such vacancy shall be so elected a working member or an external member as the case may be for such term of office, not exceeding three years, as the Council may determine.
  (2) [Subject to sub-paragraphs (3), (4) and (5) below, the] provisions of this byelaw shall apply to such ballot, except that any such ballot need not close on the election day.
  [(3) If at any time after the Council has given notice of a ballot in accordance with paragraph 5 but before the date on which notice of nomination is given in accordance with paragraph 11, the Council becomes aware that a casual vacancy (as described in sub-paragraph 20(1) above) will arise before, on or after the election day the Council may, if it considers it convenient and fair to do so, direct that the ballot to fill that casual vacancy be combined with the ballot to be held on the election day.
  (4) [If the Council makes such a direction as is described in sub-paragraph (3) above then the ballot paper or the particulars of each candidate shall state the following information—
	(a)	the number of casual vacancies to be filled;
	(b)	the names of the members of the Council vacating office, giving rise to such casual vacancies;
	(c)	the date on which each such casual vacancy will arise;
	(d)	the term of office of the person elected to fill such vacancy, as determined by the Council in accordance with sub-paragraph (1) above; and
	(e)	a description of the effect of any ancillary directions made by the Council under sub-paragraph 5(2B) above.]
NOTE
  (5) If the Council makes a direction in accordance with sub-paragraph 20(3) above, notice of the ballot to fill the casual vacancy in accordance with paragraph 5 above need not be given, the validity of any forms, notices and documents served or action taken in respect of the elections before such direction is made shall not be affected in any way, any nominations lodged with the Secretary to the Council in accordance with paragraph 9 above for the ballot on the election day shall also be deemed to be nominations in respect of any such casual vacancy and, for the purposes of paragraph 10 above, the number of vacancies shall include the casual vacancies to be filled by the ballot on the election day.]
  [(6)] If at any time a vacancy for a nominated member shall arise the Council shall by special resolution make an appointment to fill that vacancy but such appointment shall not take effect unless and until confirmed by the Governor for the time being of the Bank of England. The person so appointed shall be a nominated member for such term of office, not exceeding three years, as the Council may determine.
NOTE
21. Vacation of Seat
  (1) If a member is absent from three meetings of the Council (or such other number of meetings as the Council may determine) over any 12 month period the Council may at its discretion declare his office to be vacant.
  (2) If a working member is absent from three meetings of the Committee (or such other number of meetings as the Council may determine) over any 12 month period the Council may at its discretion declare his office as a working member to be vacant.
22. Chairman and Deputy Chairmen of the Council
  The Council shall annually elect one of the working members to be the chairman of the Council who shall be called the “Chairman of Lloyd’s” and two or more other working members each to be a Deputy Chairman of the Council who shall each be called “Deputy Chairman of Lloyd’s”.
23. Chairman and Deputy Chairmen of the Committee
  The Committee shall annually elect the Chairman of the Council, or such other member of the Committee as it thinks fit, to be the Chairman of the Committee and shall annually elect the Deputy Chairmen of the Council, or such two or more other members of the Committee as it thinks fit to be the Deputy Chairmen of the Committee.
24. Chief Executive Officer
  Of the nominated members, one shall be the person appointed as Chief Executive Officer at Lloyd’s.
25. Meetings of the Council and the Committee
  (1) The Council and the Committee shall meet at such intervals and at such times as they may respectively determine from time to time.
  (2) On the instructions of the Chairman or a Deputy Chairman of Lloyd’s or of five other members, the Secretary to the Council shall convene a special meeting of the Council by giving not less than 24 hours’ notice of such meeting, Provided that:
	(a)	where at least 24 hours before the time for which such meeting of the Council is convened, the person instructed to convene such meeting shall have sought to give notice thereof to any member by telephone at such member’s office (where he has one) and home (as notified to the Secretary to the Council) but is unable to contact him, that member shall be deemed to have received notice of such meeting; 
	(b)	a member of the Council may waive notice of any special meeting and any such waiver may be retroactive; and
	(c)	a special meeting of the Council shall be deemed to have been properly convened notwithstanding the accidental omission by the person instructed to convene such meeting to notify any member of such meeting unless those members attending such meeting otherwise determine.
  [(3) A resolution in writing shall be as valid and effectual as if it had been passed at a meeting of the Council or (as the case may be) a committee of the Council convened and held provided that:
	(a)	the full text of the proposed resolution has first been circulated to all members of the Council or (as the case may be) the committee;
	(b)	(i)	in the case of a special resolution, it is signed by not less than eleven members of the Council (of whom at least four shall be working members of the Council);
		(ii)	in any other case, it is signed by not less than seven members of the Council (of whom at least three shall be working members of the Council) or (as the case may be) the committee;
save that where any member of the Council or (as the case may be) the committee objects to a decision being made pursuant to this paragraph, the proposed resolution shall be referred to the next meeting of the Council or (as the case may be) the committee.
  (3A) For the purpose of sub-paragraph (3), a resolution may consist of several documents to the same effect each signed by one or more members of the Council or committee.
  (3B) Any decision made pursuant to sub-paragraph (3) shall be reported to the Council or (as the case may be) the committee at its next meeting.]
NOTE
  (4) A person entitled to be present at a meeting of the Council or of a committee of the Council shall be deemed to be present for all purposes if he is able by telephonic communication to speak to and to be heard by all those present or deemed to be present at the meeting simultaneously. A member so deemed to be present shall be entitled to vote and be counted in the quorum accordingly. Such a meeting shall be deemed to take place where it is convened to be held or (if no member is present at that place) where the largest group of those participating is assembled, or, if there is no such group, where the chairman of the meeting is. The word “meeting” in this byelaw shall be construed accordingly.
  (5) While a corporate member is a member of the Council, the individual for the time being nominated as its representative under sub-paragraph 8(2) or sub-paragraph 19(3)(a) shall be entitled to exercise on behalf of that corporate member the same powers as that corporate member could exercise if it were an individual member of the Council.
26. The Seal
  (1) The seal shall only be used by the authority of a resolution of the Council or of a committee of the Council. Such resolution may specify that the authority thereby conferred shall be in respect of:
	(a)	the sealing and signing of a specified document or a number of specified documents; or
	(b)	general arrangements and procedures for the use, application and attestation of the seal (including the use and application of automated signing and sealing machines) and for signature of documents on behalf of the Society.
  (2) The Council or a committee of the Council may determine who shall sign any instrument executed under the seal. Without prejudice to the generality of the foregoing the Council or a committee of the Council may:
	(a)	appoint specified individuals or a specified category or categories of persons as authorised signatories to attest the seal and sign any document or a number of specified documents on behalf of the Society; 
	(b)	authorise any of the individuals or categories of persons referred to in sub-paragraph (a) above to appoint specified individuals or a specified category or categories of persons as authorised signatories to attest the seal and sign documents on behalf of the Society, provided that all such appointments shall be in writing and in such form as the Council may from time to time prescribe; and
	(c)	authorise any of the individuals or categories of persons referred to in sub-paragraph (a) above to approve general arrangements and procedures for the use, application and attestation of the seal (including the use and application of automated signing and sealing machines) and for signature of documents on behalf of the Society.
Unless otherwise so determined any instrument executed under the seal shall be signed by at least one member of the Council and the Secretary to the Council or by at least two members of the Council.
  (3) Any document may be executed under the seal by impressing the seal by mechanical means or by printing the seal or a facsimile of it on such document or by applying the seal or a facsimile of it by any other means to such document.
  (4) Any instrument signed, with the authority of a resolution of the Council or of a committee of the Council, by a person authorised by the Council or a committee of the Council and expressed to be executed by the Society, shall have the same effect as if executed under the seal.
27. Interests of members of the Council and the Boards
  (1) A member of the Council or a Board who is in any way, whether directly or indirectly, interested in a matter which falls to be decided or approved by the Council or by any committee or sub-committee of the Council shall declare the nature of that interest in accordance with this paragraph not later than the first meeting of the Council or, as the case may be, of that committee or sub-committee at which the relevant matter is taken into consideration.
  (2) Such a declaration may be made:
	(a)	at a meeting of the Council or of the relevant committee or sub-committee; or
	(b)	in writing to the Secretary of the Council or another person authorised by the Council in accordance with any rules and procedures prescribed by the Council under sub-paragraph (6) below.
  (3) Except in so far as any rules and procedures prescribed by the Council under sub-paragraph (6) below may provide otherwise, a member of the Council or a Board may vote and be counted in the quorum present at any meeting of the Council or of any committee or sub-committee of the Council in respect of any matter in which he is interested.
  (4) Provided that, in any case to which sub-paragraph (1) applies, he has declared the nature of any interest of his in accordance with that sub-paragraph, a member of the Council or a Board, notwithstanding his office, may be a party to or otherwise interested in a transaction or arrangement with the Society or in which the Society is otherwise interested and shall not by reason of his office be accountable to the Society for any benefit which he derives from any such transaction or arrangement or from any other matter decided or approved by the Council or a Board.
  (5) No transaction or arrangement shall be liable to be avoided on the ground of any interest of a member of the Council or a Board; but this sub-paragraph does not apply in relation to a member of the Council or a Board who has failed to declare the nature of an interest of his in a case to which sub-paragraph (1) above applies.
  (6) The Council may prescribe rules and procedures regulating the form and manner of any declaration of interest required by this paragraph and any matters incidental to or consequential on any such declaration and may from time to time alter, revoke or add to any such rules and procedures.
  (7) Rules and procedures by the Council under this paragraph:
	(a)	may include procedures for determining whether a member of the Council or a Board is to be precluded from voting, from being counted in the quorum present in respect of a matter in which he is interested or from being present at or participating in discussion of that matter; 
	(b)	may include provision for such particulars as may be specified of any interests the nature of which is declared by members of the Council or a Board, or of any such interests of such kinds or descriptions as may be specified, to be disclosed to members of the Society or to be available for inspection by members of the Society in such manner and at such times as may be specified.
28. Minute Book and Record of Proceedings
  (1) Books (whether bound or in loose-leaf form) shall be kept of the proceedings of the Council and the Committee.
  (2) After the minutes of the proceedings of the Committee have been confirmed by the Committee a summary of the proceedings shall be made available to other members of the Council.
29. Interpretation
  [(1)] The provisions of Schedule 1 to this byelaw (interpretation) shall have effect.
  [(2) References in this byelaw to the publication One Lime Street shall include references to any other publication which is circulated from time to time by the Society to all members of the Society.]
NOTE
30. Revocation
  The Council and Committee Byelaw (No. 7 of 1992) is hereby revoked.
31. Commencement
  This byelaw shall come into force on [30 August 1996].
NOTE
Schedule 1—Interpretation
  1. In this byelaw:
“Capacity” in relation to a member means the aggregate of:
	[[(i)	in the case of a ballot held in January of any year or a ballot held in December of any year for the election of members of the Council whose term of office will commence in the following year, that member’s prospective allocated overall premium limit (if any) for the year of account corresponding to the calendar year in which the term of office of those members who are elected to membership of the Council in the relevant election will commence, such prospective allocated capacity being determined as at the record date and by reference to the records or returns specified by the Council under paragraph 11(5) of this byelaw;
	(ii)	that member’s allocated overall premium limit (if any) for the year of account corresponding to the calendar year in which the ballot is taken (or, in the case of a ballot held in January of any year, the immediately preceding calendar year);
	(iii)	that member’s allocated overall premium limit (if any) for the two years of account immediately preceding the year of account specified in (ii) above;]]
	[[(iv)]]	that member’s member’s syndicate premium limit (if any) attributable to any run-off account ascertained at the date by which copies of the relevant syndicate annual reports are required to be sent to relevant members’ agents under paragraph 16(2) of the Syndicate Accounting Byelaw (No. 18 of 1994) [; provided that if between such date and the election day such run-off account is closed, the member’s member’s syndicate premium limit (if any) attributable to that run-off account shall not be taken into account for the purposes of this definition].
NOTE
  2. For the purposes of the definition in paragraph 1 above:
“allocated overall premium limit” means, in relation to a member, the sum of his member’s syndicate premium limits for the time being;
“member’s syndicate premium limit” means, in relation to an underwriting member, the limit for the time being prescribed on the amount of insurance business allocable to a particular year of account which is to be underwritten on the member’s behalf through a particular syndicate, such limit being expressed as the maximum permissible amount of his member’s syndicate premium income allocable to that year of account;
“overall premium limit” means, in relation to an underwriting member, the limit for the time being prescribed on the amount of insurance business which is to be underwritten on his behalf from time to time, such limit being expressed as the maximum permissible amount of his premium income allocable to any year of account;
[“related company”, in relation to a body corporate, means a body corporate which is a member of the same group as that body corporate; and “group” means for this purpose a holding company and its subsidiaries, in each case as defined by section 736 of the Companies Act 1985;]
NOTE
“run-off account” means a year of account which has not been closed as at the date at which it would normally have been closed in accordance with the policies and practices generally adopted in respect of the syndicate concerned.
  3. For the purposes of the definitions in paragraph 2 above:
“member’s syndicate premium income” means premium income of a member of a syndicate arising out of insurance business underwritten through that syndicate;
“premium income” means, in relation to an underwriting member, the aggregate of the premiums credited to him less, or net of qualifying reinsurance premiums, brokerage, discount, commission, any tax charged upon or any monies withheld from a premium by or on behalf of any statutory, governmental, state, provincial or local government authority, body or official and any premium returned to an assured.
  4. In this byelaw, unless the context otherwise specifies or requires:
[“connected candidate” has the meaning given in paragraph 3B;
“contingent notice of resignation” has the meaning given in paragraph 3B;]
“external member” means an external member of the Council;
[“incumbent member” has the meaning given in paragraph 3B;]
NOTE
[“ineligible working member” means a working member of the Society whose written notice of resignation given under paragraph 40 of the Membership Byelaw (No. 17 of 1993, 111) will have taken effect before the “election day” (as defined in paragraph 2 of this byelaw);]
NOTE
“member” means a member of the Council;
“nominated member” means a nominated member of the Council;
“reportable criminal offences” means:
	(a)	any offence in respect of which a court has imposed a sentence of imprisonment or other custodial sentence of more than 12 months, other than a suspended sentence;
	(b)	any offence involving any of the following: theft, robbery, burglary, blackmail, handling stolen property, forgery or fraud; or
	(c)	conspiracy, incitement or attempt to commit any offence referred to in (b) or aiding, abetting, counselling or procuring the commission of such an offence;
[…]
[“Total Corporate Capacity” means the aggregate Capacity of all corporate members of the Society;
“Total External Capacity” means the aggregate Capacity of all external members of the Society;]
NOTE
“Total Individual Capacity” means the aggregate Capacity of all individual members of the Society; and
“working member” means a working member of the Council.
  [4A. For the purposes of this byelaw a working member of the Society is connected with an external member, and the external member is connected with him, if:
	(a)	where the external member is a corporate member, the working member is employed by it or by a related company; and
	(b)	where the external member is an individual member, that external member and the working member are employed by the same company or by a related company.]
NOTE
  [5. For the purposes only of this byelaw, a corporate member whose members consist only of, or of nominees for, a single individual or a group of connected individuals (together with, in the case of a Scottish limited partnership, another person who is the general partner in that partnership) shall be deemed to be an individual member and not a corporate member; and for this purpose:
	(a)	a “group of connected individuals” means a group of individuals each of whom is a director or manager of, or a partner in, the corporate member or a close relative of any such person;
	(b)	“close relative” means an individual’s spouse, his children and step-children, his parents and step-parents, his brothers and sisters and his step-brothers and step-sisters.]
NOTE
522. New Central Fund Byelaw
No. 23 of 1996, 5 June 1996

COMMENCEMENT
  This byelaw will come into force immediately after the Council declares that all Equitas reinsurance contracts have become wholly unconditional in accordance with their terms.
AMENDMENTS
  This byelaw was amended by
New Central Fund (Amendment) Byelaw (No. 27 of 1996)
New Central Fund (Amendment No. 2) Byelaw (No. 35 of 1996)
New Central Fund (Amendment No. 3) Byelaw (No. 22 of 1997)
New Central Fund (Amendment No. 4) Byelaw (No. 32 of 1997)
Amendment Byelaw (No. 9 of 2001).
EXPLANATORY NOTE
(This note is not part of the byelaw)
  This byelaw provides for the establishment of a New Central Fund in succession to the Central Fund held under the Central Fund Byelaw (No. 4 of 1986).
  Save in respect of liabilities of the Society existing at the time when the byelaw comes into force, or with the prior sanction of a resolution passed at a general meeting of members of the Society, the New Central Fund may not be used directly for the purpose of extinguishing or reducing liabilities which have been reinsured by Equitas Reinsurance Limited.
  Underwriting members will be required to pay annual contributions to the fund and may be required to pay “callable contributions” (not exceeding £200 million in aggregate in any one year) and also, if the Council thinks it requisite or expedient, special contributions. In accordance with undertakings already given to members under the Membership Central Fund and Subscriptions (Miscellaneous Provisions) Byelaw (No. 16 of 1993), as modified by this byelaw, the Council will announce the maximum level of all such contributions for a particular year no later than 30 September in the preceding year and such level may not be exceeded except with the prior sanction of a resolution passed at a separate meeting of the members liable to pay the contribution.
  The byelaw provides for the recovery by the Society from a member of moneys applied out of the New Central Fund to discharge his underwriting liabilities or of moneys or assets “earmarked”’ to enable him to pass the annual solvency test under the Insurance Companies Act 1982.
The Council of Lloyd’s in exercise of its powers under section 6(2) of, and paragraphs (1) and (4) of Schedule 2 to, Lloyd’s Act 1982 and sections 7 and 9 of Lloyd’s Act 1911 by special resolution hereby makes the following byelaw.
Part A—Interpretation
1. Interpretation
  Schedule 1 to this byelaw (interpretation) shall have effect.
Part B—Constitution of New Central Fund
2. Establishment of New Central Fund
  The Society shall establish, hold, manage and apply in accordance with the provisions of this byelaw a fund to be known as the New Central Fund (in this byelaw “the Fund”).
3. Assets of Fund
  The Fund shall consist of:
	(a)	contributions to the Fund for the time being paid or payable under paragraph 4;
	(b)	moneys borrowed by the Society under paragraph 6;
	(c)	recoveries for the time being paid or payable to the Society under paragraph 11;
	(d)	recoveries made under paragraph 12(1) and transferred to the Fund under paragraph 12(5);
	(e)	any other moneys or assets which may from time to time be paid or added to or accrue to the Fund;
	(f)	the investments or other property for the time being representing such contributions, moneys or assets;
	(g)	income arising from investments or other moneys or assets from time to time constituting the Fund.
4. Contributions to Fund
  (1) Every underwriting member of the Society shall in each calendar year, in accordance with the provisions of this paragraph—
	(a)	pay to the Society a contribution to the Fund (an “annual contribution”); and
	(b)	be liable to pay to the Society, if called upon to do so from time to time, a contribution or contributions not exceeding in the aggregate a specified amount (that amount being in this paragraph referred to as a “callable contribution”).
  (2) If it appears requisite or expedient to do so the Council may from time to time levy from members of the Society in addition to annual contributions and callable contributions under sub-paragraph (1) such further contributions (each a “special contribution”) as the Council may by special resolution prescribe.
  (3) The amounts of annual contributions and of any special contributions the manner of calculating such amounts and the date or dates on which such contributions shall be payable shall be such as the Council shall by special resolution prescribe.
  (4) The amounts of the callable contribution of each underwriting member for each year shall be such that the aggregate amount of the callable contributions of all members for that year is as nearly as may be equal to £200,000,000, or such other sum as the Council may by special resolution determine. The Council may also by special resolution determine the manner in which callable contributions are to be calculated, demanded and paid.
  (5) The Council may from time to time by special resolution exempt a member or any class or classes of member from liability to make contributions under this paragraph.
  (6) Any exemption granted under sub-paragraph (5):
	(a)	may apply indefinitely or for such period as the Council may specify; and
	(b)	may be general or limited to a particular levy or levies, whether in respect of annual contributions, callable contributions or special contributions.
  (7) The Council shall not levy any annual contribution, callable contribution or special contribution on a member in a manner inconsistent with an undertaking given to that member under the Membership, Central Fund and Subscriptions (Miscellaneous Provisions) Byelaw (No. 16 of 1993, 514) which is for the time being in force; and for the purposes of this paragraph and of that byelaw any undertaking given to a member before this byelaw comes into force and relating to the exercise of powers of the Council under the Central Fund Byelaw shall be construed as if:

	(a)	any reference in that undertaking to the exercise of powers of the Council under the Central Fund Byelaw included a reference to the exercise of powers of the Council under this byelaw;
	(b)	subject to (c) below, any reference to contributions to the Central Fund included a reference to contributions to the Fund under any provision of this paragraph 4;
	(c)	any reference to an undertaking by the Council to announce in advance the level of any such contribution for a year, in so far as it relates to callable contributions, were a reference to an undertaking to announce the sum applicable in respect of that year for the purposes of sub-paragraph (4) of this paragraph (being £200,000,000 or such other sum as the Council may determine in accordance with that sub-paragraph) and not the level of any individual callable contribution;
	(d)	any reference to an undertaking by the Council that the level of any contribution will not exceed a level so announced, in so far as it relates to callable contributions, were a reference to an undertaking that the aggregate amount of the callable contributions of all members will not exceed the sum so announced.
  (8) Any contribution shall be levied on a member by service on him or on any one or more of his underwriting agents of a notice specifying the amount payable and, except in the case of a callable contribution, the date or dates on which it is payable.
  (9) Payment of contributions in accordance with this paragraph shall be a condition relating to permission to underwrite insurance business at Lloyd’s and the provisions of Part E of the Membership Byelaw (No. 17 of 1993, 111) shall apply accordingly where any member fails to comply with such condition.
5. Power to require undertakings etc.
  (1) The Council may as a condition of permission to underwrite insurance business at Lloyd’s require a member to execute a written undertaking to the Society duly to pay any contribution levied on him under paragraph 4 (whether under sub-paragraph (1) or sub-paragraph (2) of that paragraph).
  (2) Subject to any undertaking given by the Council under the Membership, Central Fund and Subscriptions (Miscellaneous Provisions) Byelaw (No. 16 of 1993, 514) for the time being in force, the Council may require that any undertaking under sub-paragraph (1) of this paragraph be in such form and contain such provisions as the Council may specify, including, in particular, an agreement that any contribution levied on the member shall be paid free and clear from any set-off, counterclaim or deduction on any account whatsoever.
6. Borrowing for Fund
  The Society may from time to time borrow moneys to be held, managed or applied as assets of the Fund, and may secure such borrowing in any manner on the whole or any part of the Fund or on any other property of the Society.
7. Management and investment of Fund
  (1) Moneys for the time being forming part of the Fund shall be invested or lent or deposited (with or without security and with or without interest or premium on repayment) in such manner as the Council may from time to time provide or permit.
  (2) Moneys or other assets of the Fund may be vested in a trustee or nominee on behalf of the Society on such terms as the Council may from time to time provide or permit.
  (3) The Council may cause the whole or any part of the Fund to be vested in such person or persons as trustees on such trusts for the benefit of such person or persons and subject to such provisions as may appear to the Council to be expedient for, or incidental or conducive to, any of the purposes set out in paragraph 8.
  (4) Any moneys and other assets vested in trustees under sub-paragraph (3) shall remain part of the Fund for the purposes of this byelaw, but so that—
	(a)	the powers of the Council under this byelaw apply, as regards any moneys and other assets so vested, subject to the terms of the trust deed or trust instrument concerned;
	(b)	the Council may exercise any power conferred on it by that trust deed or trust instrument, subject to any obligations or restrictions imposed by law or by the terms of that trust deed or trust instrument, in such manner as may appear to it to be expedient for or incidental or conducive to any of the purposes set out in paragraph 8.
  (5) Subject to sub-paragraphs (3) and (4) of this paragraph and to any trust or charge created under paragraph 9, no policyholder or other person shall have any right to payment from the Fund or to any account of the management, investment or application of the assets compromised in the Fund.
Part C—Application of Fund
8. Application of Fund
  (1) Subject to sub-paragraph (3), moneys or other assets forming part of the Fund may be applied out of the Fund (including application by way of loan or on any other terms as to repayment) for any of the purposes specified in sub-paragraph (2).
  (2) The purposes referred to in sub-paragraph (1) are:
	(a)	directly or indirectly extinguishing or reducing any liability of a member to any person arising out of or in connection with insurance business carried on by that member at Lloyd’s;
	(b)	repaying moneys previously borrowed for the purposes of this byelaw and paying interest, premium or other charges on such moneys;
	(c)	repaying contributions made to the Central Fund under paragraph 4(5) of the Central Fund Byelaw in accordance with paragraph 10 of this byelaw;
	(d)	any other purpose (whether or not similar to any purpose mentioned in (a) to (c) above) which may appear to the Council to further any of the objects of the Society.
  (3) Subject to sub-paragraph (4), no moneys or other assets shall be applied out of the Fund:
	(a)	by way of payment (other than a payment on arm’s length terms in respect of property, assets, services or other benefits) to any member of the Equitas group; or
	(b)	directly for the purpose of extinguishing or reducing any liability of a member in respect of which Equitas Reinsurance Limited has, under an Equitas reinsurance contract, undertaken to reinsure and indemnify that member.

  (4) Sub-paragraph (3) shall not preclude the Council from applying moneys or assets out of the Fund for any of the purposes mentioned in sub-paragraph (2):
	(a)	in discharge of any legally binding obligation of the Society arising under a contract entered into or other instrument executed at or before the time at which this byelaw comes into force; or
	(b)	in any other case, with the prior sanction of a resolution of the members of the Society in general meeting.
  (5) In this paragraph, except sub-paragraph (4)(b), references to a “member” shall be taken to refer also to former members and to the estates of deceased members of the Society.
9. Interim application of Fund
  (1) Moneys or other assets forming part of the Fund may be put in trust, charged, appropriated or set apart, conditionally or otherwise, with a view to their application under paragraph 8.
  [(2) Without prejudice to the generality of sub-paragraph (1), where at any time the general insurance business assets of a member are less than the required amount calculated under LLD 11.2.6R or the long term insurance business assets of a member are less than the required amount calculated under LLD 11.2.7R the Council may direct that moneys or other assets in the Fund be put in trust, charged, appropriated or set apart, conditionally or otherwise (whether separately or part of moneys or assets so dealt with in respect of more than one member), with a view to their application out of the Fund for the purpose mentioned in paragraph 8(2)(a).]
  (3) In this paragraph references to a “member” shall be taken to refer also to former members and the estates of deceased members.
  [(4) In this paragraph “general insurance business assets”, “long term insurance business assets” and “required amount” have the same meanings as in LLD 11.2.1R.
  (5) Any reference in this byelaw to directions under sub-paragraph (2) of this paragraph includes a reference to any direction given under sub-paragraph (2) as originally made (directions relating to the certificate to be furnished under section 83(4) of the Insurance Companies Act 1982).]
NOTE
10. Refunds of special Central Fund contributions
  Any special contribution paid by a member to the Central Fund under paragraph 4(5) of the Central Fund Byelaw in respect of or by reference to his underwriting insurance business at Lloyd’s for any of the years of account 1993, 1994 and 1995 [may at the Council’s discretion be refunded out of the Fund in accordance with Schedule 2 to this byelaw].
NOTE
11. Liability of members in respect of payments made out of the Fund
  (1) Where moneys or other assets have been applied out of the Fund (including any part of the Fund vested in trustees under paragraph 7 or put in trust, charged, appropriated or set apart, conditionally or otherwise, under paragraph 9 with a view to such application) for the purpose mentioned in paragraph 8(2)(a), any member in relation to whom such moneys or assets have been so applied shall within 28 days after demand pay to the Society an amount not exceeding the aggregate of any sums so applied in relation to that member.
  (2) The Council may at any time agree to reduce or waive any amount demanded by the Society or owed by a member to the Society under this paragraph.
  (3) In this paragraph references to a “member” shall be taken to refer also to any person, or to the estate of any person, who has been a member at any time on or after the date when this byelaw comes into force, notwithstanding that that person is no longer a member at the time of any application referred to in or demand made under this paragraph.
12. Liability of members in respect of appropriation of assets for solvency test
  (1) Where—
	(a)	the Council has made a direction under paragraph 9(2) in relation to a member; and
	(b)	it appears likely that but for the exercise of powers under this paragraph moneys or assets put in trust, charged, appropriated or set aside pursuant to that direction would be likely to be applied out of the Fund for the purpose mentioned in paragraph 8(2)(a) in relation to that member,
the Council may by written notice served on him or his underwriting agent require that member to pay to the Society within 28 days after the date of service of the notice a sum specified in the notice not exceeding the value of moneys or assets which it appears would otherwise be likely to be applied in relation to that member.
  (2) Any moneys paid to the Society by a member under sub-paragraph (1) (together with any interest thereon but excluding any legal costs recovered by the Society) shall be held by the Society in a separate interest-bearing account of the Society pending application under sub-paragraph (3), transfer under sub-paragraph (4) or return to that member under sub-paragraph (5) or (6).
  (3) Any moneys held by the Society in an interest-bearing account pursuant to sub-paragraph (2) may, together with any interest earned thereon, be applied by the Society in relation to that member for the purpose specified in paragraph 8(2)(a).
  (4) Where moneys or other assets forming part of the Fund (including any part of the Fund vested in trustees under paragraph 7 or put in trust, charged, appropriated or set apart, conditionally or otherwise with a view to such application) have been applied for the purpose mentioned in paragraph 8(2)(a) in relation to a member, any amount subsequently received by the Society from that member under sub-paragraph (1) of this paragraph, together with any interest (if any) thereon, shall be treated as having been paid in diminution or extinction, as the case may be, of the liability of that member under paragraph 11 and shall be transferred to the Fund save to the extent that the amount received exceeds the liability of the member under paragraph 11, in which case any such surplus shall be held in a separate interest-bearing account of the Society in accordance with sub-paragraph (2).
  (5) Subject to sub-paragraph (6), where it appears that for any reason the amount received by the Society from a member under sub-paragraph (1) of this paragraph, together with any interest earned thereon, exceeds the sum that is likely to be required by the Society to be applied pursuant to sub-paragraph (3) for the purpose specified in paragraph 8(2)(a) or to be transferred to the Fund pursuant to sub-paragraph (4) of this paragraph, the Council may direct that there shall be repaid forthwith to the member such surplus together with any interest earned thereon from the date of receipt to the date of repayment.
  [(6) Where—
	(a)	the Council has made a direction under paragraph 9(2) in relation to a member; and
	(b)	the Society has received an amount from that member under sub-paragraph (1); and
	(c)	it appears from accounts prepared by or on behalf of the Society for the preparation of the Lloyd’s Return in a subsequent year that the amount for the time being held in respect of that member in an interest-bearing account under sub-paragraph (2) exceeds the amount for the time being likely to be required by the Society to be applied pursuant to sub-paragraph (3) or transferred to the Fund under sub-paragraph (4),
such surplus, together with interest (if any) earned thereon from the date of receipt to the date of repayment, shall be repaid to that member forthwith after the Lloyd’s Return is provided to the Financial Services Authority pursuant to LLD 15.2.5R.]
NOTE
  (7) The Council may at any time agree to reduce or waive any amount required by the Society or owed by a member to the Society under this paragraph.
  (8) In this paragraph references to a “member” shall be taken to refer also to any person, or to the estate of any person, who has been a member at any time on or after the date when this byelaw comes into force, notwithstanding that that person is no longer a member at the time when any provision of this paragraph falls to be applied.
Part D—Miscellaneous and supplementary
13. Enforcement of contributions etc.; publicity in respect of non-payment
  (1) Any sum payable to the Society under any of the provisions of this byelaw which is not paid on the due date for payment shall bear interest from the due date until the date of payment (as well after as before judgment) at the rate prescribed from time to time as applicable to judgment debts or such other rate as the Council may from time to time prescribe.
  (2) Any sum payable to the Society under any of the provisions of this byelaw (including any interest payable under sub-paragraph (1))—
	(a)	shall be paid free and clear from any set-off, counterclaim or deduction on any account whatsoever; and
	(b)	shall be recoverable in any court of competent jurisdiction as a civil debt.
  (3) The Council may cause to be posted in the Room a notice containing such particulars as the Council may determine of any failure by a member duly to pay any amount payable by that member under any of the provisions of this byelaw.
14. Information
  (1) Every member shall furnish to the Society such information as the Council may from time to time require in writing for the purposes of this byelaw.
  (2) Any information required under sub-paragraph (1) shall be furnished in such manner and at such time or times as the Council may specify in writing.
  (3) A member shall only be required under this paragraph to furnish such information as he or his underwriting agent or agents possess or can reasonably be expected to obtain.
15. Powers of the Council to give undertakings
  (1) The Membership, Central Fund and Subscriptions (Miscellaneous Provisions) Byelaw (No. 16 of 1993, 514) is amended as follows:
[All these amendments have been effected on the main byelaw.]
  (2) The Council may in any manner referred to in paragraph 13 of the Reconstruction and Renewal Byelaw (No. 22 of 1995, 519), or in any other case where it appears to the Council to be expedient to do so for the furtherance of the objects of the Society, give undertakings to any person (whether or not a member of the Society) with respect to the exercise of any of the powers of the Council under this byelaw to raise money for the Fund and to apply money out of the Fund.
16. Consequential amendments
  The provisions of Schedule 3 (consequential amendments) shall have effect.
17. Commencement
  This byelaw shall come into force immediately after the Council declares that all Equitas reinsurance contracts have become wholly unconditional in accordance with their terms.
Schedule 1—Interpretation [paragraph 1]
  In this byelaw, unless the context otherwise requires:
“annual contribution” has the meaning given in paragraph 4(1) of the byelaw;
“callable contribution” has the meaning given in paragraph 4(1) of the byelaw;
“Central Fund” means the Central Fund constituted under the Central Fund Byelaw;
“Central Fund Byelaw” means the Central Fund Byelaw (No. 4 of 1986, 506);
“Equitas group” means Equitas Holdings Limited and its subsidiaries;
“Equitas reinsurance contract” means a reinsurance contract entered into pursuant to paragraph 4(1) of the Reconstruction and Renewal Byelaw (No. 22 of 1995, 519);
“member” means a member of the Society, as defined in Schedule 1 to the Membership Byelaw (No. 17 of 1993, 111);
“special contribution” has the meaning given in paragraph 4(2) of the byelaw;
“underwriting agent” includes a substitute agent appointed under the byelaw entitled “Substitute Agents” (No. 20 of 1983, 300) to exercise the functions of an underwriting agent.
Schedule 2—Refund os special Central Fund contributions
[paragraph 10]
  1. In this Schedule “eligible member” means a member (or former member, or the estate of a deceased member) who:
	(a)	either has entered into a settlement, compromise or arrangement proposed by the Society under paragraph 8(1) of the Reconstruction and Renewal Byelaw (No. 22 of 1995, 519) which is designated by the Council for the purposes of this paragraph […] or is a member to whom no settlement, compromise or arrangement so designated was proposed; and
	(b)	in relation to his membership of any syndicate for any of the years of account 1993, 1994 or 1995, has paid a contribution to the Central Fund pursuant to a levy under paragraph 4(5) of the Central Fund Byelaw;
and “prior special contribution” means such a contribution.
NOTE
  2. Moneys may be applied out of the Fund in repayment, in accordance with the following provisions of this Schedule, of any prior special contributions paid by an eligible member save to the extent that:

	(a)	moneys or assets forming part of the Fund have been put in trust, charged, appropriated or set aside under paragraph 9 of this byelaw for any other purpose;
	(b)	the Council considers it necessary or expedient to make prior provision for payment out of the Fund for all or any of the purposes set out in paragraph 8(2)(a) to (d) of this byelaw; or
	(c)	the Council has entered into undertakings in favour of any person (whether or not a member) in relation to the Fund and the repayment of prior special contributions would contravene such undertakings,
in any of which events the amount of prior special contributions remaining to be repaid shall be repaid in such amounts (whether or not reduced), in such proportions, in such manner and at such times as the Council considers expedient.
  3. In the case of any eligible member who continues for the time being to underwrite insurance business, repayment of prior special contributions shall be made by way of refund of annual contributions to the Fund, not exceeding in aggregate the aggregate amount of prior special contributions paid by him and not exceeding in any year the amount of the annual contributions payable by him in that year.
  4. Where an eligible member enters into an approved arrangement, as defined in the Conversion and Related Arrangements Byelaw (No. 22 of 1996, 329), under which a successor member, as defined in that byelaw, is to carry on insurance business at Lloyd’s in succession to that eligible member as to the whole or any part of his underwriting business, the Council may give effect in such manner as it may think fit to any request by the eligible member for the whole or any part of any repayments of prior special contributions which would otherwise have been made to the eligible member to be made instead to the successor member, and the Council may accordingly give effect to the provisions of this Schedule with such modifications as it may consider appropriate having regard to the terms of the relevant approved arrangement.
  5. Refunds of annual contributions shall be made under this Schedule only to the extent that the annual contributions have actually been paid in full by or on behalf of the member free and clear from any set-off, counterclaim or deduction on any account whatsoever.
	[6.	(1)	Subject to paragraph 4 of this Schedule, the following provisions of this paragraph shall apply to the refund of prior special contributions to a member who has died or has given notice of resignation from membership of the Society.
		(2)	Where the death occurred or notice of resignation was given in 1996 or an earlier year, the refund of the prior special contributions shall be effected by repayment in equal annual instalments payable on such date as the Council may determine in each of the years 1997 to 2003.
		(3)	Where the death occurs or notice of resignation is given in any year from 1997 to 2002, the refund of such prior annual contributions as have not previously been refunded under paragraphs 3 to 5 of this Schedule shall be effected by repayment in equal annual instalments payable on such date as the Council may determine in each year beginning with the following year and ending with the year 2003.
		(4)	Where the death occurs or notice of resignation is given in 2002 or any later year, the refund of such prior special contributions as have not previously been refunded under paragraphs 3 to 5 of this Schedule shall be effected by a single repayment made on such date in the following year as the Council may determine.
		(5)	Where a member gives notice of resignation after 31 August in any year and continues to underwrite for the year of account which corresponds to the following year the notice of resignation shall for the purposes of this paragraph be treated as given in the following year.
		(6)	The Council may offer to the personal representatives of a deceased member or former member, instead of refunds of prior special contributions in annual instalments in accordance with sub-paragraphs (2), (3) or (4), a refund by single repayment of such amount of the special contributions as has not previously been refunded, on such terms and discounted for early repayment in accordance with such formula and at such date in the relevant year as the Council may from time to time determine.]
NOTE
  [6A. (1) Subject to sub-paragraph (2), where for the time being an eligible member has ceased to underwrite insurance business otherwise than in circumstances mentioned in paragraph 4 of this Schedule (“approved arrangements”) but has not given notice of resignation from membership of the Society, the refund of such prior special contributions as have not previously been refunded under paragraphs 3 to 5 of this Schedule shall be effected by repayment in equal annual instalments payable on such date as the Council may determine in each year beginning in 1997 or, if later, the calendar year corresponding to the first year of account for which the eligible member is not underwriting insurance business, and ending with the year 2003.
  (2) Where such an eligible member as is mentioned in sub-paragraph (1) recommences underwriting insurance business before 2003, sub-paragraph (1) shall no longer have effect in relation to him and the refund of such prior special contributions as have not previously been refunded under paragraphs 3 to 5 or 6A1 of this Schedule shall be effected in accordance with paragraphs 3 to 5 beginning with the calendar year corresponding to the first year of account for which the eligible member has recommenced underwriting.]
NOTE
  7. Subject to paragraph 8 of this Schedule, any refund of prior special contributions under this Schedule shall be effected by making payment to the Society in its capacity as members’ agent’s trustee (or, as the case may require, regulating trustee) of such one or more of the premiums trust funds of the member relating to insurance business allocated to 1987 or a later year of account as the Council may determine.
  8. Where moneys are for the time being payable by an eligible member to the Society under paragraph 11, 12 or 13 of this byelaw, any repayment of prior special contributions of that eligible member may be effected by setting off the amount of the repayment against the amount so payable by that eligible member to the Society.
Schedule 3—Consequential Amendments
[Paragraph 16]
[These amendments have all been made on the original byelaws.]
523. High Level Stop Loss Fund (Winding Up) Byelaw
No. 25 of 1996, 3 July 1996

COMMENCEMENT
  The byelaw came into force on 4 July 1996, with the exception of paragraphs 2(2) and 3 to 9 which will come into force immediately after the Council declares that all Equitas reinsurance contracts have become unconditional in accordance with the terms.
AMENDMENT
  This byelaw was amended by:
High Level Stop Loss Fund (Winding Up) (Amendment) Byelaw (No. 29 of 1996).
REVOCATION
  This byelaw was revoked on 5 December 2001 by byelaw No. 9 of 2001.

524. Lloyd’s Japan Inc. Byelaw No. 2 of 1997, 5 February 1997
COMMENCEMENT
  This byelaw came into force on 5 February 1997.
AMENDMENTS
  This byelaw was amended by
Lloyd’s Japan Inc. (Amendment) Byelaw (No. 13 of 1997).
EXPLANATORY NOTE
(This note is not part of the byelaw.)
  This byelaw makes provision for:
	(a)	the appointment of Lloyd’s Japan Inc. as a general agent of Lloyd’s and of members of Lloyd’s in Japan for the purposes of the Japanese Insurance Business Law;
	(b)	the making of levies on members for the purpose of financing the establishment and operations of Lloyd’s Japan Inc.;
	(c)	permitting underwriting members to accept Japanese local insurance business otherwise than through or from a Lloyd’s broker; and
	(d)	to exempt such business from the provisions of the Insurance Intermediaries Byelaw (No. 8 of 1990) and the Binding Authorities Byelaw (No. 9 of 1990).
The Council of Lloyd’s, in exercise of its powers under section 6(2) and section 8(3) of, and paragraphs (1), (4), (20), (41) and (42) of Schedule 2 to, Lloyd’s Act 1982 by special resolution hereby makes the following byelaw.
1. Interpretation
  The provisions of the Schedule to this byelaw (interpretation) shall have effect.
2. Lloyd’s Japan Inc.
  (1) The Society shall appoint Lloyd’s Japan Inc. as its general agent (as defined in Article 219 of the Insurance Business Law (Law No. 105 of 1995) of Japan) for the purposes of the provisions of Part II, Chapter 9, section 6 of that Law.
  (2) The Society may appoint Lloyd’s Japan Inc. to do anything incidental or conducive to the advancement and protection of the interests of members of the Society in connection with the business carried on by them as such members in Japan or elsewhere.
  (3) No member of the Society shall underwrite Japanese local insurance business unless [Lloyd’s Japan Inc. has been appointed, whether as a sub-delegate of the managing agent concerned or otherwise, (a) to exercise functions on behalf of that member sufficiently to comply with Article 219 of the Insurance Business Law (Law No. 105 of 1995) of Japan and (b) to do such acts and things as may be necessary or expedient for the purpose of the underwriting of Japanese local insurance business by that member.]
  (4) The Council may from time to time prescribe the form and content of any agency agreement to be entered into by or on behalf of any member of the Society [or his managing agent] with Lloyd’s Japan Inc. pursuant to sub-paragraph (3) and may make different provision for different members or classes of member and for different classes of business.
NOTE
3. Payment of levies
  (1) The Council may from time to time require members of the Society who underwrite or who propose to underwrite or who have underwritten Japanese local insurance business to pay to the Society or, as the Council may determine, to Lloyd’s Japan Inc. levies for the purpose of financing, or reimbursing any expenses incurred at any time in connection with, the establishment of Lloyd’s Japan Inc. or the operations of Lloyd’s Japan Inc.
  (2) The amount of any levy made under sub-paragraph (1), the manner of calculating such levy and the date or dates on which such levy shall be payable shall be such as the Council may from time to time prescribe.
  (3) Nothing in this paragraph shall prevent Lloyd’s Japan Inc. charging, pursuant to any agency agreement or other agreement or arrangement between it and any member of the Society or any managing agent of any such member, any commission, profit commission, fee or other remuneration or any advance payment or reimbursement of expenses incurred by it in the performance of its functions in connection with the underwriting business of that member.
  (4) Any levy under this paragraph shall be made by service on the member or on his managing agent of a notice specifying the amount payable and the date or dates on which it is payable.
  (5) Any levy payable to the Society or to Lloyd’s Japan Inc. under this paragraph which is not paid on the due date for payment shall bear interest from the due date until the date of payment (as well after as before judgment) at the rate prescribed from time to time as applicable to judgment debts or such other rate as the Council may from time to time prescribe.
  (6) Any sum payable to the Society or to Lloyd’s Japan Inc. under this paragraph:
	(a)	shall be paid free and clear from any set-off, counterclaim or deduction on any account whatsoever; and
	(b)	shall be recoverable in any court of competent jurisdiction as a civil debt.
  (7) Payment of levies in accordance with this paragraph shall be a condition relating to permission to underwrite Japanese local insurance business at Lloyd’s and the provisions of the Membership Byelaw (No. 17 of 1993, 111) shall apply accordingly where any member of the Society fails to comply with such condition.
4. Acceptance of business through Lloyd’s Japan Inc.
  (1) A member of the Society may in the course of his underwriting business at Lloyd’s accept Japanese local insurance business through Lloyd’s Japan Inc. directly from any proposer or non-Lloyd’s broker in Japan.
  (2) The Insurance Intermediaries Byelaw (No. 8 of 1990, 313) and the Binding Authorities Byelaw (No. 9 of 1990, 314) and regulations made thereunder respectively shall not apply to Japanese local insurance business accepted by members of the Society through Lloyd’s Japan Inc.
5. Commencement
  This byelaw shall come into force on 5 February 1997.
Schedule—Interpretation
  In this byelaw, unless the context otherwise requires:
“Japanese local insurance business” means insurance business in Japan which is carried on under authorisation granted to Lloyd’s from the Minister of Finance of Japan pursuant to Article 219 of the Insurance Business Law (No. 105 of 1995) of Japan;
“Lloyd’s Japan Inc.”means the subsidiary of the Society incorporated by that name under the law of Japan with limited liability;
“managing agent” means:
	(a)	an underwriting agent which is listed as a managing agent on the register of underwriting agents maintained under the Underwriting Agents Byelaw (No. 4 of 1984, 101) or
	(b)	a substitute agent appointed under the Substitute Agents Byelaw (No. 20 of 1983, 300) to perform any of the functions of a managing agent;
“non-Lloyd’s broker” means any broker or other intermediary, not being a Lloyd’s broker, engaged in the broking of insurance business.
525. Central Accounting Byelaw No. 20 of 1998, 2 December 1998
COMMENCEMENT
  This byelaw came into force on 2 December 1998.
AMENDMENTS
  This byelaw was amended by
Lloyd’s Policy Signing Office Byelaw (No. 11 of 2000).
EXPLANATORY NOTE
(This note is not part of the byelaw.)
  This byelaw comes into force on 2 December 1998.
  This byelaw provides the legal framework for the operation of the Central Accounting System (the “System”).
  The byelaw empowers the Council to prescribe in relation to participants in the System such conditions and requirements as the Council may think fit to be satisfied or complied with as a condition to participation in the System (paragraph 4(1)).
  In addition to the general powers conferred on the Council, the Council is specifically empowered to prescribe, among others, conditions and requirements enabling the Society:
	(a)	to require participants to lodge collateral with the Society in circumstances where the Society deems it appropriate (paragraphs 4(2)(d) and 4(2)(e));
	(b)	to refuse to settle a transaction where the Society deems it appropriate (paragraph 13(2)(a));
	(c)	to debit a recipient account where the amount due from another participant has not been paid (paragraph 14); and
	(d)	to suspend settlements where a participant is unable or appears to the Society to be unable to fund a transaction (paragraph 16).
  The byelaw also prescribes rights, duties and obligations of the Society and System participants respectively, designed to minimise settlement and liquidity risk.
PARAGRAPHS
PART A—PRELIMINARY
	1.	Interpretation
PART B—INSURANCE SERVICES
	2.	Provision of services
	3.	Use of services by members of the Society
	4.	Conditions and requirements
PART C—CENTRAL ACCOUNTING SYSTEM
	5.	Central accounting
	6.	Demand and collection of moneys
	7.	Establishment of bank accounts
	8.	Currencies
	9.	Advice and accounting of System transactions
	10.	Settlement of System transactions
	11.	Agreed settlement dates
	12.	Settlement information statements
	13.	Obligations to fund settlements
	14.	Wrongful and unpaid credits
	15.	Default declarations
	16.	System transactions involving defaulters
	17.	General saving relating to default
	18.	Termination of the System
	19.	Exclusion from participation in the System
	20.	Saving of rights on termination or exclusion
PART D—INFORMATION
	21.	Provision of information
	22.	Storage and distribution of information
	23.	Confidentiality of information
PART E—MISCELLANEOUS AND GENERAL
	24.	Power of the Council to prescribe charges
	25.	Regulations, codes of practice and manuals
	26.	Power to enter into agreements, etc.
	27.	Variation of services
	28.	Service of notices
	29.	Liability
	30.	Records/determinations
	31.	Compliance with laws
	32.	Requirement for security
	33.	Force majeure
	34.	Powers of the Council cumulative and exercisable from time to time
	35.	Commencement and transitional provisions
	36.	Consequential Amendments
SCHEDULE—INTERPRETATION
The Council of Lloyd’s in exercise of its powers under section 6(2) of, and paragraphs (19), (24), (32) and (37) of Schedule 2 to, Lloyd’s Act 1982 by special resolution hereby makes the following byelaw.
Part A—Preliminary
1. Interpretation
  The provisions of the Schedule to this byelaw (interpretation) shall have effect.
Part B—Insurance Services
2. Provision of services
  (1) The Society may provide the services referred to in sub-paragraph (2) on the terms prescribed under this byelaw.
  (2) The services referred to in sub-paragraph (1) are:
	(a)	a service for the accounting, netting and settlement of insurance transactions and the transfer of funds more particularly described in Part C;
	(b)	[any service incidental or relating to any foregoing services; and]
	[(c)	any other service which the Council considers it is in the interests of any of the persons referred to in subparagraph (4) or any class of them to receive in conjunction with any of the foregoing services.]
  (3) All or any of the services may be provided wholly or partly by electronic means and by the use of electronic documents.
  (4) The services may be provided to or on behalf of:
	(a)	the Society (in its capacity as principal payee or payor under insurance transactions or otherwise);
	(b)	any subsidiary of the Society;
	(c)	any member or group of members of the Society;
	(d)	any underwriting agent (including any substitute agent);
	(e)	any approved run-off company;
	(f)	[any Lloyd’s broker or any other person permitted by the Council to broke insurance business at Lloyd’s (other than as referred to in subparagraph (g));]
	(g)	any non-Lloyd’s broker broking insurance business at Lloyd’s under an umbrella arrangement registered under the Umbrella Arrangements Byelaw (No. 6 of 1988, 107);
	(h)	[any trustee of any premiums trust deed or acting pursuant to any power under a trust deed; and]
	(i)	[any other person to whom the Council or any service provider agrees to provide a service.]
  (5) The Society may provide any service to or on behalf of a participant whether that participant is acting, or appears to the Society to be acting, as:
	(a)	a principal;
	(b)	an agent for a person, whether or not that person is a participant; or
	(c)	[a trustee or pursuant to powers under a trust deed, in either case whether or not the beneficiary of the trust concerned is, or where this is more than one, includes, another person referred to in subparagraph (4).]
Provided that in each of cases (b) and (c) the Society may treat such a trustee or agent as if it were a transacting principal in respect of the provision of the services and shall have no obligation to provide the services to, or claim unpaid amounts owed by an agent or trustee hereunder from, underlying principals or beneficiaries. The Society shall have a right to claim against any agent or trustee.
  [(6) The Society may delegate the provision of all or any of the services referred to in paragraph 2(2) to any person on such terms and conditions as the Council thinks fit and/or may agree with another person that such other person may provide all or any of such services on the terms and conditions set out or referred to in this byelaw, on such terms and conditions as may be agreed with the Society (including, without limitation, in relation to the provision of information and assistance to the Society) or otherwise as the Council thinks fit. If agreed with the Society, any such person may provide any such services in the name of the Society and may, with prior written consent from the Council, sub-delegate or delegate (as the case may be) the provision of all or any of such services to another person on such terms as may be stipulated in the Council’s consent.
  (7) Nothing in sub-paragraph (6) shall prevent any person (including, without limitation, any service provider) other than the Society from providing services to any person referred to in sub-paragraph (4), on such terms as it may agree with that person provided such terms do not, without the Council’s prior written consent, amend, alter or make ineffective any of the terms and conditions on which the Society has agreed that the services referred to in paragraph 2(2) may be provided by such person, whether as a delegate or sub-delegate of the Society or otherwise.]
NOTE
[3. Use of Services
  (1) The Council may direct that any member of the Society and any underwriting agent or approved run-off company acting on his behalf shall use any service referred to in paragraph 2(2) as may be specified in the Council’s direction in the course of the member’s underwriting business at Lloyd’s (whether such service is provided or is to be provided by the Society or by any service provider).
  (2) Without prejudice to sub-paragraph (1), the Council may direct that any person falling within any of sub-paragraphs 2(4)(b), (d) to (i) shall use any service referred to in paragraph 2(2) as may be specified in the Council’s direction in the course of that person’s business at Lloyd’s (whether such service is provided or is to be provided by the Society or by any service provider) or, in the case of any trustee of any premiums trust deed, in the course of his activities as such.
  (3) Any direction given under sub-paragraph (1) or (2) may:
	(a)	impose conditions or requirements which are absolute or which are to vary from time to time by reference to such factors as are specified in or are determined in accordance with such conditions and requirements;
	(b)	make different provision for different classes of person or for specific persons (including, without limitation, different classes of member of the Society or underwriting agent or specific members or underwriting agents) and for different classes of insurance transaction or for specific insurance transactions;
	(c)	make different provision for bodies corporate, Scottish limited partnerships and individuals;
	(d)	contain incidental, supplementary and transitional provisions.]
NOTE
4. Conditions and requirements
  [(1) The Council may prescribe such conditions and requirements to be satisfied or complied with as a condition for the use or provision of a service as it thinks fit and without consulting any participant (whether such service is provided or is to be provided by the Society or by any service provider), and may add to, alter or withdraw any condition or requirement so prescribed.
  (2) Without prejudice to the generality of sub-paragraph (1), any conditions and requirements prescribed under that sub-paragraph may:
	(a)	include the requirement to complete applications, notices and other documents in the prescribed form;
	(b)	include the requirement to execute, complete or execute and deliver or otherwise become a party to any prescribed form of application, notice, deed, trust deed, contract, assignment, undertaking, mandate, authority, power of attorney, negotiable instrument, agreement or other document or instrument whatsoever;
	(c)	include requirements relating to the provision of certificates, confirmations, declarations, information, opinions or reports, relating to a person applying to use a service (each such person being referred to in this byelaw as an “applicant”) or to its directors, partners, managers, controllers, major shareholders or connected companies, in the prescribed form and to be given by such persons as the Council may prescribe or approve;
	(d)	include requirements relating to the financial position of the participant including, without limitation, the imposition of requirements limiting the individual and/or aggregate value of insurance transactions processed through the system by any participant or the provision of security by any participant whose financial position is uncertain;
	(e)	include requirements relating to the provision by participants of funds or other security (including, but not limited to, letters of credit, charges or guarantees) for the settlement and payment of insurance transactions on their behalf or to discharge any obligation incurred by them as a participant to any person;
	(f)	prescribe warranties and confirmations to be given by a participant or applicant;
	(g)	prescribe exclusions of liability to apply for the benefit of any person providing the services or any of them;
	(h)	prescribe indemnities to apply for the benefit of any person providing the services or any of them or any participant;
	(i)	prescribe provisions relating to the use and disclosure of information by any person providing the services or any of them or any participant;
	(j)	provide that any authority to be given to any person providing the services or any of them is irrevocable or may be revoked only under certain conditions; and
	(k)	provide for responsibility for the accuracy and/or completeness of information supplied to or by any person providing the services.
  (3) Without prejudice to the generality of sub-paragraph (1), any conditions and requirements prescribed under that sub-paragraph may:
	(a)	impose conditions and requirements which are absolute or which are to vary from time to time by reference to such factors as are specified in or are determined in accordance with such conditions and requirements;
	(b)	make different provision for different classes of person or for specific persons (including, without limitation, different classes of member of the Society or underwriting agent or specific members or underwriting agents) and for different classes of insurance transaction or for specific insurance transactions;
	(c)	make different provision for bodies corporate, Scottish limited partnerships and individuals;
	(d)	specify circumstances in which an applicant or a participant is to be exempt from any such condition or requirement or may be excused from compliance with any such condition or requirement to such an extent as the Council may think fit;
	(e)	require any underwriting agent to execute, complete or execute and deliver or otherwise become a party to any applications, notices, deeds, trust deeds, contracts, assignments, undertakings, mandates, authorities, powers of attorney, negotiable instruments, agreements or other documents or instruments whatsoever on behalf of any member of the Society on whose behalf the underwriting agent has the power and authority to so execute, complete or execute and deliver; and
	(f)	contain incidental, supplementary and transitional provisions.
  (4) Any application, notice, deed, trust deed, contract, assignment, undertaking, mandate, authority, power of attorney, negotiable instrument, agreement or other document or instrument whatsoever which a person is required to execute, complete or execute and deliver or otherwise become a party to under sub-paragraphs (2) or (3) may provide that it can be amended by resolution of the Council from time to time.
  (5) In exercise of its powers under this paragraph, the Council may at any time require:
	(a)	any applicant or participant;
	(b)	any controller of an applicant or of a participant;
	(c)	any director of an applicant or of a participant;
	(d)	any partner in an applicant or in a participant;
	(e)	any major shareholder of an applicant or of a participant;
	(f)	any manager of an applicant or of a participant; or
	(g)	in relation to a Scottish limited partnership, a specified person in relation to that Scottish limited partnership
to execute or execute and deliver (and may require the applicant or participant to procure that he executes or executes and delivers) an undertaking in favour of the Society in the prescribed form.
  (6) An undertaking in the form prescribed for the purposes of sub-paragraph (5) may include terms to the effect that the person giving the undertaking:
	(a)	submits to the disciplinary, regulatory and general jurisdiction of the Council;
	(b)	will, both while he remains an applicant, participant, or a controller, director, partner, major shareholder, manager or specified person of or in relation to the applicant or participant concerned and at all times thereafter, provide to the Council such information, explanations, documents and other material relating to the applicant or participant or its business of insurance at Lloyd’s or to any persons involved in or connected with such applicant, participant or business (including, without limitation, any service provider), or any other information, explanations, documents or other material which the Council may consider necessary or appropriate to be given or produced.
  (7) The Council may provide that its liability under paragraph 29 of this byelaw is amended in whatever manner, form and extent that it sees fit.]
NOTE
Part C—Central Accounting System
5. Central Accounting
  (1) The Society may, as part of the services referred to in paragraph 2(2), maintain a system to be known as the Central Accounting System (the “System”) for the processing, advice, accounting, netting and settlement of insurance transactions (including monetary obligations arising from insurance transactions) and other transfers of funds.
  (2) In providing the services, the Society is acting as the settlement agent of each of the participants and undertakes no liability as a principal to any participant in respect of any insurance transaction.
6. Demand and collection of moneys
  (1) The Society, as principal in respect of amounts due to it as principal payee under any insurance transaction, or as agent of any other participant, may demand and/or collect from any participant any moneys which are, or which appear to the Society to be, due on any settlement date from that participant (whether as agent or principal) to any other participant or participants (whether as agent or principal) (each a “payee”) under any System transaction.
  (2) The Society may give a receipt (which may be conditional) on behalf of any participant for moneys collected under subparagraph (1).
  (3) The Society, as principal in respect of amounts due from it as principal payor under any insurance transaction, or as agent of any other participant may pay or procure payment of any of the amounts referred to under subparagraph (1) to the relevant payee.
  (4) The Society may, in making payments to and collecting payments from participants, pursuant to subparagraphs (1) and (3) above, aggregate and net all such payments in accordance with paragraph 10.
  (5) Subject to paragraph 10, payments under System transactions shall be made by participants in full and without set-off, deduction or counterclaim.
7. Establishment of bank accounts
  (1) The Society may open and maintain one or more bank accounts for the purpose of operating, or providing any service under, the System.
  (2) Every participant shall open and maintain such accounts with approved banks as the Council may prescribe.
  (3) Without prejudice to the generality of the Council’s powers under paragraph 4, the Council may as a condition of participation, or continued participation, in the System require participants to establish irrevocable direct debit arrangements and/or direct credit arrangements in favour of the Society or such other persons as the Council may specify.
8. Currencies
  (1) System transactions shall be settled only in a System currency.
  (2) Subject to sub-paragraph 8(3), participants shall agree currency conversion arrangements between themselves as are necessary to effect settlement in respect of insurance transactions expressed in convertible currencies which are required to be settled under the System.
  (3) The Council may, but shall not be obliged to, prescribe the exchange rate to be used, and the procedures and requirements to be followed, for the conversion of amounts payable in respect of underlying insurance transactions expressed in a convertible currency into a System currency and for making adjustments to exchange rates.
  (4) The Council may on written notice to participants declare that a convertible currency is to become a System currency or declare that a System currency is no longer a System currency.
9. Advice and accounting of System transactions
  (1) In respect of any System transaction, the participants concerned shall provide to the Society such information and documents relating to it as the Council may require in order to facilitate the advice and, if necessary, the accounting, netting and settlement of the System transaction.
  (2) Without prejudice to the generality of sub-paragraph (1), any requirement made under that sub-paragraph may:
	(a)	impose conditions which are absolute or which are to vary from time to time by such factors as are specified in or are determined in accordance with such conditions and requirements;
	(b)	make different provision for different classes or categories of participants;
	(c)	make different provision for different classes or categories of insurance transaction;
	(d)	be made in respect of a specific insurance transaction or a specific class or category of insurance transaction or be of general application;
	(e)	contain incidental and supplementary provisions.
  (3) The Society shall be entitled to rely on information and documents provided under sub-paragraph (1) in effecting System transactions.
10. Settlement of System transactions
  (1) Subject to paragraphs 10(5) and 16, prior to each settlement date (the “relevant settlement date”) the Society shall calculate in respect of each participant and in respect of each System currency:
	(a)	the aggregate amount due to be paid to that participant by the other participants under all System transactions of which the Society has notice which are denominated in that System currency and are due to be settled on the relevant settlement date (the “entitlements”);
	(b)	the aggregate amount due to be paid by that participant to other participants under all System transactions of which the Society has notice which are denominated in that System currency and which are due to be settled on the relevant settlement date (the “gross payments”).
  (2) If the entitlements exceed the gross payments the amount of such excess shall, subject to sub-paragraph 13(4), be directly credited or otherwise paid by the Society to the participant on the relevant settlement date.
  (3) If the gross payments exceed the entitlements, the amount of such excess shall be directly debited by the Society from such participant’s account(s) or paid by the participant to the Society on the relevant settlement date.
  (4) The Society shall settle a System transaction otherwise than in accordance with sub-paragraphs (1) to (3) where the Council so directs and the Council shall consider representations from participants that a System transaction that would otherwise be settled in accordance with sub-paragraphs (1) to (3) should not be so settled.
  (5) Any direction made under sub-paragraph (4) may be given in respect of a specific System transaction or a specific class of System transaction or be of general application.
11. Agreed settlement dates
  (1) Amounts due for settlement under the System shall be settled or brought into settlement between participants on one of the applicable settlement dates as specified from time to time by the Council.
  (2) The Council may prescribe the forms to be used, and the procedures and requirements to be followed, by participants to indicate to the Council the settlement date or dates agreed by participants under sub-paragraph (1).
12. Settlement information statements
  (1) The Society may deliver to every participant settlement information statements in accordance with this paragraph.
  (2) A settlement information statement delivered to a participant may provide such information as to enable the participant to ascertain (from the settlement information statement alone or in conjunction with other information) those System transactions to which the participant is a party and which have been, or which will be, accounted and, if such is the case, settled under the System during the period covered by the settlement information statement.
  (3) Settlement information statements delivered under sub-paragraph (1) may:
	(a)	contain different information for different classes of participant and for different classes of System transaction;
	(b)	be delivered at such intervals as the Council may determine; and
	(c)	contain such additional information as the Council may determine.
  (4) A participant may appoint such person as the Society, operating its customary procedures for transmission, is able to send settlement information statements to, to receive settlement information statements on its behalf.
  (5) The members of a syndicate shall for the purposes of subparagraph (4) be deemed to have appointed the managing agent of the syndicate to receive all settlement information statements on their behalf.
  (6) Where a participant has appointed a person under subparagraph (4), the participant shall give written notification to the Council of the appointment together with such additional information as the Council may require.
  (7) Where a participant has appointed a person under subparagraph (4), the obligations of the Council to the participant under subparagraph (1) shall be discharged by delivery of settlement information statements to the person so appointed by the participant.
13. Obligation to fund settlements
  (1) Every participant shall, in accordance with any conditions and requirements of the Council, make available, or procure that there are made available, sufficient funds on the applicable settlement date for the settlement of any System transaction in respect of which amounts are to be paid by or on behalf of that participant.
  (2) Where a participant is required to make funds available for the settlement of System transactions and does not make the full amount of such funds available on or before the applicable settlement date the Society may:
	(a)	refuse to settle any or all System transactions until sufficient funds have been made available; or
	(b)	apply any funds received from the participant in the pro rata settlement of outstanding System transactions to which it is a party; or
	(c)	settle any or all System transactions in respect of, on account of or on behalf of the participant.
  (3) Where the Society settles a System transaction under subparagraph (2)(c), the participant shall on demand pay forthwith to the Society amounts equal to any sums so paid in settlement in respect of, on account of or for the benefit on behalf of that participant, together with (if so demanded) interest thereon charged in accordance with sub-paragraph (4) and shall indemnify the Society in respect of any interest paid or payable or any charges, expenses or liabilities incurred by the Society by reason of the Society having settled the System transaction, and the Society may bring proceedings to recover the same as a civil debt. All amounts payable pursuant to this sub-paragraph by any participant carrying on an underwriting business shall be treated for all purposes as an expense of that underwriting business.
  (4) Where the Society refuses to settle any System transaction under sub-paragraph 2(a) the Society shall reduce the amount of the entitlements of any participant payable to it pursuant to paragraph 10 by the amount which such participant would have received in respect of such System transaction had it been settled in full. Where the Society makes a pro rata partial settlement of a System transaction under subparagraph 2(b) the Society shall reduce the amount of the entitlements of any participant payable to it pursuant to paragraph 10 by an amount equal to the amount which such participant would have received in respect of such System transaction had it been settled in full less the amount of the pro rata partial settlement made by the Society.
  (5) The Society may charge interest on any amount paid under sub-paragraph (2)(b) from the applicable settlement date until the date of repayment of such amount to the Society. The rate of interest shall be 5 per cent above the then current base lending rate of National Westminster Bank plc (or such other leading bank as the Council may select).
  (6) Without prejudice to any other powers of the Society or the Council, the Society may treat any sum payable under subparagraph (3) or (4) as a System transaction which may be settled, or brought into settlement, under the System.
  (7) Without prejudice to the provisions of paragraph 20, the rights and liabilities conferred or created by this paragraph shall subsist notwithstanding that the participant in respect of, or on account of or for the benefit of whom a transaction has been settled under subparagraph 2(b) has, if a member of the Society, ceased to be such a member by reason of resignation, death or otherwise or, if not such a member, has ceased to be a participant.
14. Wrongful and unpaid credits
  (1) Where, in calculating the entitlements due to a participant under paragraph 10(1)(a), the Society has taken into account any amount which is due to be paid to that participant and which is not subsequently paid on the relevant settlement date or any amount which is not due to that participant on the relevant settlement date, the Society may directly debit the accounts of that participant in respect of that amount or make demand for the prompt repayment of that amount. Such participant shall repay the Society immediately on its making such demand and that participant shall indemnify the Society against any loss, liability, charge or expense arising from the crediting or other payment of such amount to its account.
  (2) Where, at any stage during the operation of a service a participant becomes aware of an inputting or similar or analogous error such participant shall immediately notify the Society of the error. The Society may, where it is practicable so to do, reverse any transaction notified to it as having been erroneously made or of which the Society has itself become aware.
15. Default declarations
  (1) Where:
	(a)	a participant:
	(i)	is unable to fulfil its obligations in respect of any System transaction; or
	(ii)	appears to the Council to be or likely to be so unable; or
	(b)	an insolvency event occurs in relation to the participant or any relevant principal or beneficiary on whose behalf it acts,
the Council may make a default declaration in respect of that participant, whereupon the following provisions of this Part shall apply.
  (2) Where the Council makes a default declaration, it shall as soon as is reasonably practicable thereafter give written notice of the default declaration to the defaulter and such other persons as the Council thinks fit.
  (3) The form of the default declaration and the manner in which notice thereof is given to the persons referred to in subparagraph (2) shall be as the Council thinks fit.
  (4) The Council may at any time it thinks fit revoke a default declaration.
  (5) Where the Council revokes a default declaration it shall give written notice thereof to the defaulter and such other persons as the Council thinks fit.
16. System transactions involving defaulters
  As soon as is reasonably practicable after a participant has been declared a defaulter, the Society may:
	(a)	suspend the settlement of sums due to or from the defaulter which would otherwise be settled or brought into settlement on settlement dates after the date on which the participant has been declared a defaulter; and
	(b)	take such steps and make such arrangements as the Council thinks fit to facilitate the settlement of amounts due to the defaulter from other participants and other persons and amounts due from the defaulter to other participants and other persons, provided that the Society shall not be obliged to take any action in respect of the settlement of sums for which instructions have already been given to any relevant clearing institutions.
17. General saving relating to default
  Nothing in this Part shall prevent the Council, the Society, any other participant or any other person from exercising any lawful right or fulfilling any lawful obligation in respect of the defaulter whether or not the right or obligation concerned arises in respect of a System transaction.
18. Termination of the System
  (1) The Council may in its absolute discretion upon giving not less than twelve months’ notice (or such lesser period as the Council may determine at any time, having regard to the prevailing circumstances) to participants terminate any or all of the services including the provision of the System.
  (2) As soon as practicable after any notice to terminate the System has taken effect the Council shall take such steps as it considers appropriate:
	(a)	to account to participants for any sums that may be due to them under the System; and
	(b)	to facilitate the orderly winding up of the System.
  (3) Termination of the System or any service shall not release any participant from any liability which at the time of termination had already accrued to another participant or the Society nor affect in any way the provisions of paragraphs 30 and 31.
19. Exclusion from participation in the System
  (1) The Council may exclude a participant from participation in the System where:
	(a)	in the opinion of the Council, the participant has used or is using or is proposing to use the System in a way which has caused or is causing or will cause material harm or damage to the System, other participants or information processed, held or transmitted on, under or through the System;
	(b)	the participant has ceased to be a person referred to in paragraph 2(4)(b) to (h);
	(c)	the Council has made a default direction in respect of the participant under paragraph 15;
	(d)	an insolvency event has occurred in relation to the participant or any principal or beneficiary on whose behalf it acts;
	(e)	the participant has failed to comply with a condition or requirement prescribed under paragraph 4 or any other provision of this byelaw or any provision of any regulation, code of practice or manual made or published by the Society issued under paragraph 25;
	(f)	the participant has failed to pay a charge payable under paragraph 24 within the period for the time being prescribed; or
	(g)	having regard to the circumstances then pertaining the Council thinks fit that a participant is excluded from participation in the System.
  (2) Before exercising the powers conferred on the Council by this paragraph in respect of a participant referred to in paragraph 2(4)(c) to (h), the Council shall:
	(a)	inform the participant concerned in writing of its intention and of the grounds for the intended exclusion; and
	(b)	allow the participant to make representations as to the intended exclusion within such a period and in such form as the Council may allow.
  (3) If in the opinion of the Council the power conferred by subparagraph (1) is required to be exercised immediately, the Council may exercise such powers without having first taken the steps referred to in subparagraph (2).
  (4) In any case falling within subparagraph (3) the Council shall:
	(a)	as soon as possible inform the participant concerned of the reasons for the exclusion; and
	(b)	allow the participant to make representations within such period as the Council may require.
  (5) The Council shall as soon as practicable after the exclusion of a participant from participation in the System notify in writing all the other participants thereof.
  (6) An appeal shall lie to the Appeal Tribunal in accordance with the Appeal Tribunal Byelaw (No. 32 of 1996, 420) against the exclusion from participation in the System under sub-paragraph (1)(a), (c) or (e) of a System participant referred to in paragraph 2(4)(c) to (h).
20. Saving of rights on termination or exclusion
  The termination of the System under paragraph 18 or the exclusion from participation of a participant under paragraph 19 shall not affect any right, obligation or liability of any person accrued, due or outstanding at the date of termination or exclusion and arising under the System or from his participation in the System or in respect of any System transaction.
Part D—Information
21. Provision of information
  [(1) The Council may require any participant to provide the Society and/or any service provider with such information as the Council may specify in connection with the provision of any service.
  (2) Each participant shall immediately notify the Council and any service provider on becoming aware that an insolvency event has occurred or is likely to occur in relation to it or any principal or beneficiary on whose behalf it acts.]
NOTE
22. Storage and distribution of information
  [The Society and any service provider may as part of, or for the purposes of, or in connection with, providing a service hold information provided under paragraph 21 or any other provisions of this byelaw or otherwise provided to, or obtained by, it in providing a service and, subject to paragraph 23, may distribute such information or any of it.]
NOTE
23. Confidentiality of information
  [(1) Subject to sub-paragraph (2) and paragraph 26(2), information provided to, or obtained by, the Society under this byelaw or in providing any service shall be held subject to the provisions of the Information and Confidentiality Byelaw (No. 21 of 1993, 417) provided that the Council may:
	(a)	use or disclose such information in so far as it is necessary for the purposes of the exercise by the Council of powers contained in Lloyd’s Acts 1871 to 1982 or in byelaws or regulations made thereunder, and
	(b)	disclose such information to any service provider in so far as it thinks fit.
  (2) Information provided to, or obtained by, any service provider under this byelaw or in providing any service shall be held subject to the provisions relating to disclosure and use as may be agreed between the service provider and the Society.]
NOTE
Part E—Miscellaneous and General
24. Power of the Council to prescribe charges
  (1) Every applicant and every participant shall pay to the Society such charges as the Council may require.
  (2) For the purposes of this paragraph the Council may:
	(a)	determine the amount of any charges in accordance with a specified scale or other specified factors;
	(b)	determine the time or times of payment of charges;
	(c)	provide for the exemption from payment of, or the return or abatement of, any charges in specified circumstances;
	(d)	charge interest on such amounts of charges as are unpaid on the due date until the date of payment at a rate determined by the Council; and
	(e)	make different provision for different cases.
25. Regulations, codes of practice and manuals
  (1) The Council may make, amend and terminate regulations, and issue codes of practice and manuals in respect of the provision and operation of the services or any of them and the administrative and technical procedures to be observed by participants.
  (2) Where any provision in a regulation, code of practice or manual made or issued under subparagraph (1) conflicts with a provision of this byelaw or any condition or requirement made under this byelaw, the latter shall prevail.
26. Power to enter into agreements, etc.
  (1) The Society may enter into such contracts and arrangements as the Council considers are necessary or expedient for the purposes of or in connection with the provision of any service under this byelaw.
  (2) Where the Society has entered into a contract or arrangement as described in subparagraph (1), and, as a result thereof, the Council uses systems and equipment owned, maintained, operated or controlled by third parties, the Council may disclose to such third parties information about participants and System transactions to the extent that such disclosure is necessary for the purpose of, or giving effect to, the contract or arrangement concerned.
  [(3) Any service provider may, if the Council so agrees, disclose to third parties information about participants and their businesses to the extent that such disclosure is necessary for the purpose of or in connection with the provision of any service.]
NOTE
27. Variation of services
  (1) Subject to this paragraph, the Council may vary a service or any part of a service.
  (2) Subject to subparagraph (3), the Council shall not vary a service to any material extent without giving prior notice of the proposed variation to the affected participants. The Council shall consider the representations (if any) of the affected participants on any such variation before reaching any decision on the variation.
  (3) If in the opinion of the Council any material variation is required to be made as a matter of urgency in order to enhance a service or any part of a service or to preserve the integrity of the services or any part of a service or to preserve the interests of participants or any of them the Council may make that variation without first having taken the steps referred to in subparagraph (2).
  (4) In any case falling within sub-paragraph (3) the Council shall:
	(a)	as soon as practicable thereafter inform the affected participants in writing of the variation; and
	(b)	permit the affected participants to make representations to the Council on the action taken by the Council within such period as the Council may prescribe
and where such representations are received by the Council, it shall reconsider the action taken under subparagraph (3).
28. Service of notices
  [(1) All notices and other communications by the Society or a service provider which are required to be given to a participant under this byelaw shall for all purposes be treated as effectively given if left at or sent by post to the address from time to time notified to the Society or the service provider in question by that participant as the address to which notices and other communications are to be sent or, if given by telex or facsimile transmission, by submitting it to such number from time to time notified to the Society or the service provider in question as appropriate by that participant.]
NOTE
  (2) Any notice or communication sent to a participant by internal or ordinary post shall be treated as having been effectively given by properly addressing and posting (and, in the case of ordinary post, prepaying) a letter containing that notice or communication and shall be deemed to have been served 24 hours after the letter is posted. Any notice or communication sent by telex or facsimile transmission shall be deemed to have been received when evidence of its receipt is transmitted to the person sending it and any notice or communication sent by electronic means shall be deemed to have been received when transmitted.
29. Liability
  (1) Neither the Society nor any delegate of the Society (each a “service provider”) shall have any liability (whether direct or indirect, in contract, tort or otherwise) to any participant or any principal or beneficiary of any participant or any of their respective shareholders or any other person (each such person a “claimant”) for or in connection with the services except for direct losses suffered by the claimant to the extent that such losses are found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly and primarily from the negligence or wilful misconduct of that service provider and in no event shall that service provider be liable for any claimant’s loss of profits, business or anticipated savings or for any indirect or consequential loss whatsoever.
  (2) Without limiting any provision of sub-paragraph (1), the Society shall not be responsible for the negligence or misconduct of, or any other loss or liability arising in connection with, the action or inaction of any delegate selected by the Society with reasonable care.
  (3) The Society will have no liability or responsibility, except as expressly provided in this byelaw, for the good faith or acts or omissions, creditworthiness, performance or standing of any participant or any other person whomsoever or for admitting any participant to the System, making or failing to make any default declaration in respect of a participant or taking or failing to take any action to terminate or suspend the provision of any service to any participant.
  (4) The Society assumes no liability or responsibility for the consequences arising out of delay or loss in transmission of any messages, letters, cheques or documents, or for delay, mutilation or other errors arising in transmission of any telecommunication or other electronic notification and will not be liable or responsible for any delays resulting from the need to obtain clarification of any instructions received.
  (5) Each participant agrees to indemnify and hold harmless the Society from and against any and all claims, damages, losses, liabilities, costs and expenses (including, without limitation, legal fees and disbursements) that may be incurred by or asserted or awarded against the Society, in each case arising out of or in connection with any investigation, litigation or other proceeding commenced by any person against the Society which arises out of or in connection with the provision by the Society of any of the services to that participant or as a result of any breach by that participant of its obligations to the Society, except to the extent such claim, damage, loss, liability, cost or expense has resulted directly and primarily from the Society’s negligence or wilful misconduct. All amounts payable pursuant to this sub-paragraph by any participant carrying on an underwriting business shall be treated for all purposes as an expense of that underwriting business.
30. Records/Determinations
  (1) In the absence of manifest error, the records of the Society relating to the settlement of System transactions shall constitute conclusive evidence as to the matter.
  (2) Any determination or notification by the Society concerning any rate or amount to be determined or calculated in connection with the services shall, in the absence of manifest error, be conclusive evidence as to the matter.
31. Compliance with laws
  In carrying out the services the Society may refrain from doing anything which might, in its opinion, constitute a breach of any law or regulation or any duty of confidentiality or be otherwise actionable at the suit of any person and may do anything which, in its opinion, is necessary or desirable to comply with any law or regulation of any jurisdiction or to comply with the order of any court.
32. Requirement for Security
  The Society may require the receipt of security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it will or may incur in taking any proceedings or action arising out of or in connection with the services as a condition of commencing those proceedings or taking any action.
33. Force Majeure
  The Society shall have no responsibility or liability for or regarding any non-performance, improper performance, suspension of performance or delay in performance, of the Society’s obligations under or in connection with the services by reason of any circumstances beyond the Society’s reasonable control including, without limitation, by reason of any failure by a clearing agent to make a payment on a settlement date, any breakdown or failure of transmission, communication or computer facility or other mechanical breakdown or malfunction, work stoppage, postal or other strike or other labour disturbance or industrial action, earthquake, flood, fire, storm and other act of God, explosion, accident, sabotage, terrorism, insurrection, revolution, riot, rebellion or other unrest or disturbance or present or future law or act of any governmental or regulatory authority.
[33A. Powers to prescribe etc.
  (1) The Council shall have power to prescribe the form and contents of any documents referred to in this byelaw as being in the prescribed form.
  (2) The Council shall have power to prescribe or approve (as the case may be):
	(a)	the persons referred to in paragraph 4(2)(c);
	(b)	the warranties and confirmations referred to in paragraph 4(2)(f);
	(c)	the exclusions of liability referred to in paragraph 4(2)(g);
	(d)	the indemnities referred to in paragraph 4(2)(h);
	(e)	the provisions relating to the use and disclosure of information referred to in paragraph 4(2)(i);
	(f)	the accounts with approved banks referred to in paragraph 7(2); and
	(g)	the period referred to in paragraph 27(4)(b).]
NOTE
34. Powers of the Council cumulative and exercisable from time to time
  Except in so far as it is expressly otherwise provided, any power conferred on the Council by any provision of this byelaw:
	(a)	is in addition to, and shall not be construed as limiting or being limited by, any other power of the Council whether conferred by any other provision of this byelaw or otherwise; and
	(b)	may be exercised from time to time.
35. Commencement and transitional provisions
  (1) This byelaw shall come into force on 2 December 1998.
  (2) The documents entitled “Lloyd’s Policy Signing and Central Accounting Manual” and “Lloyd’s American and Canadian Trust Funds Manual” shall be deemed to be manuals issued under paragraph 25.
  (3) The Central Accounting Agreement dated 2 December 1960 made between the Underwriting Members of Lloyd’s and the Society shall be entirely superseded by this byelaw and shall be of no further effect from 2 December 1998.
  (4) Clause 4 of the L.P.S.O. Agreement (the “L.P.S.O. Agreement”) dated 1 January 1974 (as amended by the Council on 24 October 1983) made between the Several Members of Lloyd’s and the Society shall have no further effect from 2 December 1998. The remaining provisions of the L.P.S.O. Agreement shall continue in force.
36. Consequential Amendments
  The Appeal Tribunal Byelaw (No. 32 of 1996, 420) is amended in Schedule 3 thereto as follows:
  [These amendments have been made on the original byelaw.]
Schedule—Interpretation
  1. In this byelaw, unless the context otherwise requires:
“applicant” has the meaning given to it in paragraph 4(2)(c);
“approved bank” means any company which carries on the business of banking and is approved for the purposes of this byelaw by the Council and shall include those banks approved for the purposes of paragraph 28 of the Lloyd’s Brokers Byelaw, 106;
“approved run-off company” has the meaning given to it in the Run-Off Companies Byelaw (No. 2 of 1995, 114);
“arrangement” includes any agreement or arrangement whether or not intended to be enforceable by legal proceedings and whether or not evidenced in writing;
“authorised person” means in any provision of this byelaw a person authorised by the Council to discharge the duties and functions conferred by the Council;
“binding authority” has the meaning given to it in the Binding Authorities Byelaw (No. 9 of 1999, 314);
“claimant” has the meaning given to it in paragraph 29(1);
“convertible currency” means a currency which is not a System currency;
“default declaration” means a declaration made by the Council under paragraph 15(1);
“defaulter” means a participant in respect of which the Council has made a default declaration;
“direct credit arrangement” means any arrangement whereby a person is authorised to credit another person’s account;
“direct debit arrangement” means any arrangement whereby a person other than the account holder is authorised to debit, or take money from, that account;
“entitlements” has the meaning given to it in paragraph 10(1);
[“general partner” means a company which is registered as a general partner of a Scottish limited partnership pursuant to the Limited Partnerships Act 1907;]
NOTE
“gross payments” has the meaning given to it in paragraph 10(1);
“insolvency event” means:
	(a)	in relation to any individual or partnership, the making of a receiving order in bankruptcy against such individual or any partner in such partnership by the due process of law of any country, such individual or partner in such partnership making or proposing any composition with his creditors or otherwise acknowledging his insolvency, or being adjudicated bankrupt or adjudicated or declared insolvent by the due process of law of any country; and
	(b)	in relation to any body corporate its making or proposing any composition with its creditors or otherwise acknowledging its insolvency, a proposal being made in respect of it under section 2 of the Insolvency Act 1986, a bankruptcy order being made against it by the due process of law of any country, its being adjudicated or declared insolvent by the due process of law of any country, an order being made or resolution being passed for its winding up or dissolution, an administration order being made in respect of it under section 9 of the Insolvency Act 1986, a receiver, trustee or analogous officer being appointed in respect of the whole or any material part of its property or assets, its directors presenting or filing in any court a petition in respect of its bankruptcy, winding up or other insolvency or which seeks any reorganisation, dissolution or similar relief or there occurring an event in any jurisdiction which is analogous to any of the foregoing events;
“insurance” includes assurance, reinsurance, reassurance and suretyship;
“insurance document” means any document whether constituted by written or electronic media:
		(i)	constituting or relating to, or purporting to constitute or relate to, any slip, policy, contract of or for insurance, binding authority, line slip, or Lloyd’s broker’s marine line slip;
		(ii)	being or purporting to be ancillary or supplemental to or by way of variation or cancellation of any document referred to in (i);
		(iii)	recording or purporting to record any agreement to settle or compromise any claim under or in respect of any document referred to in (i) and (ii);
“insurance transaction” means any transaction effected, or intended to be effected, as part of, or arising from, the business of insurance or any activity whatsoever directly or indirectly related to, or arising from, the business of insurance;
[“manager” means:
	(a)	in relation to a body corporate, a person who exercises managerial functions under the immediate authority of the directors of a corporate member or any of them;
	(b)	in relation to a Scottish limited partnership, a person who exercises managerial functions under the immediate authority of the directors of a general partner of the Scottish limited partnership or any of them;]
NOTE
“managing agent” means a person who is listed as a managing agent in the register of underwriting agents under the Underwriting Agents Byelaw (No. 4 of 1984, 101);
“participant” means a person set out in paragraph 2(4) acting in one of the capacities set out at paragraph 2(5) to whom or on behalf of whom a service is for the time being provided under this byelaw;
“payee” has the meaning given to it in paragraph 6(1);
“premiums trust deed” means a trust deed in the form for the time being required by the Council and approved by H.M. Treasury under section 83 of the Insurance Companies Act 1982 constituting a premium trust fund (including all such trust deeds relating to long term business and any Overseas Direction or Special Trust Direction as therein defined);
[“prescribed form” means, in relation to any application, notice or other document, such forms and contents as may from time to time be prescribed by the Council;]
NOTE
[“Scottish limited partnership” means a limited partnership formed under the laws of Scotland;]
NOTE
“services” means the services referred to in paragraph 2(2) for the time being provided under this byelaw;
[“service provider” means (other than in paragraph 29) a person, other than the Society, who is referred to in paragraph 2(6) and who provides any service referred to in paragraph 2(2);]
NOTE
“settlement information statement” means a statement as described in paragraph 12;
“settlement date” means a date agreed by participants under paragraph 11(1) for the settlement of System transactions;
[“specified person” means, in relation to a Scottish limited partnership:
	(a)	a company which is registered as a general partner of that Scottish limited partnership pursuant to the Limited Partnership Act 1907;
	(b)	a director of a general partner;
	(c)	a management company being a company appointed by a general partner under an agreement to provide certain management or administrative services;
	(d)	a controller of the Scottish limited partnership; or
	(e)	a controller of a general partner;]
NOTE
“substitute agent” means a person appointed to act as agent [or sub-agent for an underwriting member under the Substitute Agents Byelaw (No. 20 of 1983, 300);]
NOTE
“syndicate” means a group of underwriting members underwriting insurance business at Lloyd’s through the agency of a managing agent;
“System” means the Central Accounting System referred to in paragraph 5;
“System currency” means any currency in which the Society settles System transactions;
“System transaction” means an insurance transaction which in accordance with this byelaw is, or should be, processed under the System or in respect of which monetary obligations are, or should be, settled under the System;
[…]
NOTE
“umbrella arrangement” has the meaning given to it in the Umbrella Arrangements Byelaw (No. 6 of 1988, 308) [; and
“underwriting agent” has the meaning given to it in the Underwriting Agents Byelaw (No. 4 of 1984, 101), and includes any substitute agent.]
NOTE
  2. The references in paragraphs 2(3), 28(1) and 28(2) to “electronic means” and in paragraph 2(3) to “electronic documents” include references to computers, networks and any means whereby information is processed, held or transmitted in a machine-readable form and to documents which are in a machine-readable form. The references in this byelaw to any other Lloyd’s byelaw shall be deemed to be a reference to that Lloyd’s byelaw as the same may be amended from time to time;
  3. In this byelaw:
	(a)	“associate” means, in relation to any person:
	(i)	that person’s spouse or child (including any step-child and adopted child) under the age of 18 years;
	(ii)	any body corporate of which that person or that person’s spouse is a director;
	(iii)	any partnership in which that person or that person’s spouse is a partner;
	(iv)	any person who is an employer, employee or partner of that person or that person’s spouse;
	(v)	any body corporate or partnership of which that person or that person’s spouse, either alone or with any other connected person, has control;
	(b)	“connected company” means, in relation to any body corporate any other body corporate which is under common control with that body corporate;
	(c)	“connected person” means, in relation to any person:
	(i)	any person who is party to any agreement, arrangement or understanding with the first person involving mutual obligations, understandings or expectations with regard to the retention or disposal of any shares in a body corporate or to the exercise of any voting power conferred by the shares or to any other influence arising from the shares;
	(ii)	any person whom the first person controls;
	(iii)	where that person is a body corporate, its directors and their associates;
	(iv)	where that person is a partnership, its partners and their associates;
	(v)	where that person is an individual, his associates,
		  and “connected” shall be construed accordingly;
	(d)	“controller” means:
	(i)	in relation to a body corporate, a person who, either alone or with any connected person or persons, is entitled to exercise, or to control the exercise of, 30 per cent or more of the voting power at any general meeting of that body corporate or of another body corporate which controls that body corporate; or
	(ii)	in relation to a body corporate or a partnership, a person in accordance with whose directions or instructions, either alone or with those of any connected person or persons, the directors of the body corporate or the partners in the partnership are accustomed to act
		and “control” shall be construed accordingly; and
	(e)	“major shareholder” means, in relation to a body corporate, a person who, either alone or with any connected person or persons, is entitled to exercise, or control the exercise of, 15 per cent. or more of the voting power at any general meeting of that body corporate or of another body corporate which controls that body corporate.
526. Premiums Trust Fund and Regulating Trustee Byelaw No. 22 of 1998, 10 December 1998
COMMENCEMENT
  Subject to subparagraph (2), this byelaw came into force on 10 December 1998. Paragraph 11 will not come into force until a date to be appointed by the Council.
EXPLANATORY NOTE
(This note is not part of the byelaw.)
  This byelaw is made in connection with the approval by the Council of new and amended premiums trust deeds. It empowers the Council to impose conditions and requirements on the regulating trustee under such deeds as regards the exercise of its powers, authorities and discretions and applies any such conditions or requirements to delegates of the regulating trustee. It also empowers the Council to prescribe notifiable events and nominate persons for the purposes of those deeds. It amends various other byelaws in connection with the introduction of the new and amended forms of premiums trust deed, including to give the Council certain ancillary powers. In particular, the Council is given power to impose conditions and requirements on underwriting agents and run-off companies in connection with any discretion, authority and powers they may have under a premiums trust deed and puts in place (although it does not bring the provisions into force) the necessary byelaw changes relating to the registration of managing agent’s trustee under the Individual Registration Byelaw (No. 3 of 1998, 115).
The Council of Lloyd’s in exercise of its powers under section 6(2) of, and paragraphs (1), (13), (18), (20) and (31) of Schedule 2 to, Lloyd’s Act 1982 by special resolution hereby makes the following byelaw.
1. Interpretation
  In this byelaw, the following expressions have the following meanings:
	(a)	“premiums trust deed” has the meaning given in paragraph 1 of the Schedule to the Membership Byelaw (No. 17 of 1993, 111);
	(b)	“premiums trust fund” has the meaning given in paragraph 1 of the Schedule to the Membership Byelaw (No. 17 of 1993, 111); and
	(c)	“regulating trustee” means, in regard to a premiums trust deed, the Society or such other person as the Council may under that deed appoint acting in its capacity as Regulating Trustee (as defined in that deed).
2. Regulating trustee
  (1) The Council may prescribe such conditions or requirements to be satisfied or complied with as it may think fit in connection with any discretion, power or authority which the regulating trustee has in relation to any premiums trust funds or under any premiums trust deed and may add to, alter or withdraw any condition or requirement so prescribed.
  (2) Without prejudice to the generality of subparagraph (1), any conditions or requirements under that sub-paragraph may include the requirement to exercise any discretion, authority or power the regulating trustee has in relation to any premiums trust fund or under any premiums trust deed only in a manner which is consistent with such conditions or requirements and, for the avoidance of doubt, such conditions or requirements may direct precisely how any such discretion, authority or power of the regulating trustee is to be exercised or that it is not to be exercised.
3. Delegate of regulating trustee
  (1) Any member of the Society or underwriting agent to whom the regulating trustee has for the time being delegated any discretion, authority or power the regulating trustee has in relation to any premiums trust fund or under any premiums trust deed shall comply with any conditions or requirements made by the Council under paragraph 2 relevant to the discretion, authority or power so delegated.
  (2) Any person falling within subparagraph (1) who sub-delegates any discretion, authority or power the regulating trustee has in relation to any premiums trust fund or under any premiums trust deed shall procure that his delegate complies with any conditions or requirements made by the Council under paragraph 2 relevant to the discretion, authority or power so sub-delegated.
  (3) Any person falling within subparagraph (1) who sub-delegates as mentioned in subparagraph (2) shall procure that any delegate (of whatever degree) to whom his sub-delegate delegates (directly or indirectly) undertakes to Lloyd’s to comply with any conditions or requirements made by the Council under paragraph 2 relevant to the discretion, authority or power so delegated.
  (4) Subparagraph (1) shall apply to any delegations by the regulating trustee to any member of the Society or any underwriting agent made through one or more other persons, as well as to any direct delegations.
4. Prescription of notifiable events and nomination of company
  (1) The Council may prescribe any matter as a “notifiable event” for the purposes of one or more premiums trust deeds.
  (2) The Council may nominate any company for the purpose of one or more premiums trust deeds as a person with whom premiums trust funds may be deposited or to whom premiums trust funds may be lent.
5. Amendment of the Interpretation Byelaw
  [These amendments have been made on the original byelaw.]
6. Amendment of the Substitute Agents Byelaw
  [These amendments have been made on the original byelaw.]
7. Amendment of the Underwriting Agents Byelaw
  [These amendments have been made on the original byelaw.]
8. Amendment of Membership (Overseas Deposits) Byelaw
  [These amendments have been made on the original byelaw.]
9. Amendment of the Membership Byelaw
  [These amendments have been made on the original byelaw.]
10. Amendment of Run-off Companies Byelaw
  [These amendments have been made on the original byelaw.]
11. Amendment of Individual Registration Byelaw
  [These amendments have been made on the original byelaw.]
12. Commencement
  (1) Subject to sub-paragraph (2) this byelaw shall come into force on 10 December 1998.
  (2) Paragraph 11 of this byelaw shall not come into force until a date to be appointed by the Council.
527. Lloyd’s Policy Signing Office Byelaw No. 11 of 2000, 22 June 2000
COMMENCEMENT
  This byelaw came into force on 22 June 2000.
EXPLANATORY NOTE
(This note is not part of the byelaw.)
  This byelaw comes into force on 22 June 2000.
  This byelaw provides the legal framework for the transfer to a service provider of those functions of Lloyd’s that are carried out by that part of Lloyd’s currently known as LPSO (paragraph 2(1)).
  In addition, it provides for the carrying on by Lloyd’s, whether through a delegate (under paragraph 2(6)) or otherwise, of those services currently undertaken by LPSO. The Council is empowered to require persons to use the services of LPSO or its delegate or any transferee (paragraph 4), and may impose conditions and requirements on any use of those services (paragraph 5). Certain of the functions currently carried on by LPSO in relation to the signing and finalisation of policies are described in Part D, and in Part E it is made clear that information may be required in relation to the services, that it may be stored but that confidentiality will generally be maintained. In Part F, powers are granted to the Council to prescribe charges and expenses, to make regulations, codes of practice and manuals, and to enter into agreements in relation to the provision of services.
  As a consequential matter, this byelaw amends the Interpretation Byelaw (No. 1 of 1983, 500) by inserting in it a definition of “LPSO” and makes consequential amendments to other byelaws and regulations. Amendments are made in particular to the Central Accounting Byelaw (No. 20 of 1998, 525), on the basis that LPSO currently assists in the provision of central accounting services. These services may, as with the LPSO services generally, be delegated or provided by a third party on such terms as the Council sees fit. Provisions are therefore inserted into the Central Accounting Byelaw which mirror certain provisions of this byelaw.
  The byelaw has immediate effect save that, in the case of amendments made to the standard managing agent’s agreement (general) and standard managing agent’s agreement (corporate member) the amendments shall have effect from 1 January 2002 in accordance with the variation provisions of those agreements, and the provisions of the Agency Agreements Byelaw (No. 8 of 1988, 310).
The Council of Lloyd’s in exercise of its powers under section 6(2) of, and paragraphs (1), (4), (12), (13), (15), (19), (21), (24), (25), (26), (31) and (37) of Schedule 2 to, Lloyd’s Act 1982 by special resolution hereby makes the following byelaw.
Part A—Introduction
1. Interpretation
  The provisions of Schedule 1 to this byelaw (interpretation) shall have effect.
Part B—Transfer of Business and Operations of Lloyd’s Policy Signing Office
2. Authorisation to transfer
  (1) The Society may transfer to any person, whether or not a subsidiary of the Society, all or such part as the Council may think fit of the business and operations carried on or out by the Society under the name of Lloyd’s Policy Signing Office or the acronym of LPSO (including, without limitation, any business or operations so carried on or out under the Central Accounting Byelaw (No. 20 of 1998, 525)) to any person, whether or not a subsidiary of the Society.
  (2) Any transfer pursuant to sub-paragraph (1) shall be effected on such terms and conditions and for such consideration as the Council may think fit including, without limitation, terms and conditions which relate to the provision to any person of all or any of the services comprised in the transferred business and operations, or which relate to the provision of information and assistance to the Society following the transfer.
Part C—Services
3. Provision of services
  (1) The Society may provide any of the services referred to in sub-paragraph (2) and, if it does so, it shall provide them on the terms set out or referred to in this byelaw.
  (2) The services referred to in subparagraph (1) are:
	(a)	a policy signing service more particularly described in Part D;
	(b)	a service for the storage and distribution of information more particularly described in Part E;
	(c)	any other service comprised in the business and operations carried on or out by the Society under the name of Lloyd’s Policy Signing Office or the acronym of LPSO;
	(d)	any service incidental or relating to any of the foregoing services; and
	(e)	any other service which the Council considers it is in the interests of any of the persons referred to in sub-paragraph (4) or any class of them to receive in conjunction with any of the foregoing services.
  (3) All or any of the Services may be provided wholly or partly by electronic means and/or by the use of electronic documents.
  (4) The Services may be provided to or on behalf of:
	(a)	the Society;
	(b)	any subsidiary of the Society;
	(c)	any member of the Society or any group of members of the Society;
	(d)	any underwriting agent;
	(e)	any approved run-off company;
	(f)	any Lloyd’s broker or any other person permitted by the Council to broke insurance business at Lloyd’s (other than as referred to in sub-paragraph (g));
	(g)	any non-Lloyd’s broker broking insurance business at Lloyd’s under an umbrella arrangement registered under the Umbrella Arrangements Byelaw (No. 6 of 1988, 308); and
	(h)	any other person to whom the Council or any service provider agrees to provide a Service.
  (5) Any Service may be provided to or on behalf of any person referred to in sub-paragraph (4) whether that person is acting, or appears to the Society or any service provider (as the case may be) to be acting:
	(a)	as a principal;
	(b)	as an agent for a person, whether or not that person is referred to in sub-paragraph (4); or
	(c)	as a trustee or pursuant to powers under a trust deed, in either case whether or not the beneficiary of the trust concerned is, or where there is more than one, includes, another person referred to in sub-paragraph (4).
Provided that in respect of those persons referred to in subparagraphs (5)(b) and (c), such agent or trustee may be treated as if it were a transacting principal in respect of the provision of the Services and there shall be a right to claim against such agent or trustee, but no obligation to provide the Services to, or to claim unpaid amounts owed by an agent or trustee hereunder from, underlying principals or beneficiaries.
  (6) The Society may delegate the provision of all or any of the Services to any person on such terms and conditions as the Council thinks fit and/or may agree with another person that such other person may provide all or any of the Services on the terms and conditions set out or referred to in this byelaw, on such terms and conditions as may be agreed with the Society (including, without limitation, in relation to the provision of information and assistance to the Society) or otherwise as the Council thinks fit. If agreed with the Society, any such person may provide any such services in the name of the Society and may, with prior written consent from the Council, sub-delegate or delegate (as the case may be) the provision of all or any of such services to another person on such terms as may be stipulated in the Council’s consent.
  (7) Nothing in sub-paragraph (6) shall prevent any person (including, without limitation, any service provider) other than the Society from providing services (including, without limitation, the Services) to any person referred to in subparagraph (4), on such terms as it may agree with that person provided such terms do not, without the Council’s prior written consent, amend, alter or make ineffective any of the terms and conditions on which the Society has agreed that the Services may be provided by such person, whether as a delegate or sub-delegate of the Society or otherwise.
4. Use of Services
  (1) The Council may direct that any member of the Society and any underwriting agent or approved run-off company acting on his behalf shall use any Service specified in the Council’s direction in the course of the member’s underwriting business at Lloyd’s (whether such service is provided or is to be provided by the Society or by any service provider).
  (2) Without prejudice to sub-paragraph (1), the Council may direct that any person falling within any of sub-paragraphs 3(4)(b), (d) to (h) shall use any Service specified in the Council’s direction in the course of that person’s business at Lloyd’s (whether such service is provided or is to be provided by the Society or by any service provider).
  (3) Any direction given under sub-paragraph (1) or (2) may:
	(a)	impose conditions or requirements which are absolute or which are to vary from time to time by reference to such factors as are specified in or are determined in accordance with such conditions and requirements;
	(b)	make different provision for different classes of person or for specific persons (including, without limitation, different classes of member of the Society or underwriting agent or specific members or underwriting agents) and for different classes of insurance transaction or for specific insurance transactions;
	(c)	make different provision for bodies corporate, Scottish limited partnerships and individuals; and
	(d)	contain incidental, supplementary and transitional provisions.
5. Conditions and requirements
  (1) The Council may prescribe such conditions and requirements to be satisfied or complied with as a condition for the use or provision of a Service as it thinks fit and without consulting any participant (whether such service is provided or is to be provided by the Society or any service provider), and may add to, alter or withdraw any condition or requirement so prescribed.
  (2) Without prejudice to the generality of sub-paragraph (1), any conditions and requirements prescribed under that sub-paragraph may:
	(a)	include the requirement to complete applications, notices and other documents in the prescribed form;
	(b)	include the requirement to execute, complete or execute and deliver or otherwise become a party to any prescribed form of application, notice, deed, trust deed, contract, assignment, undertaking, mandate, authority, power of attorney, negotiable instrument, agreement or other document or instrument whatsoever;
	(c)	include requirements relating to the provision of certificates, confirmations, declarations, information, opinions or reports, relating to a person applying to use a Service (each such person being referred to in this byelaw as an “applicant”) or to its directors, partners, managers, controllers, major shareholders or connected companies, in the prescribed form and to be given by such persons as the Council may prescribe or approve;
	(d)	include requirements relating to the financial position of the participant;
	(e)	prescribe warranties and confirmations to be given by a participant or applicant;
	(f)	prescribe exclusions of liability to apply for the benefit of any person providing the Services or any of them;
	(g)	prescribe indemnities to apply for the benefit of any person providing the Services or any of them or any participant;
	(h)	prescribe provisions relating to the use and disclosure of information by any person providing the Services or any of them or any participant;
	(i)	provide that any authority to be given to any person providing the Services or any of them is irrevocable or may be revoked only under certain conditions; and
	(j)	provide for responsibility for the accuracy and/or completeness of information supplied to or by any person providing the Services.
  (3) Without prejudice to the generality of subparagraph (1), any conditions and requirements prescribed under that subparagraph may:
	(a)	impose conditions and requirements which are absolute or which are to vary from time to time by reference to such factors as are specified in or are determined in accordance with such conditions and requirements;
	(b)	make different provision for different classes of person or for specific persons (including, without limitation, different classes of member of the Society or underwriting agent or specific members or underwriting agents) and for different classes of insurance transaction or for specific insurance transactions;
	(c)	make different provision for bodies corporate, Scottish limited partnerships and individuals;
	(d)	specify circumstances in which an applicant or a participant is to be exempt from any such condition or requirement or may be excused from compliance with any such condition or requirement to such an extent as the Council may think fit;
	(e)	require any underwriting agent to execute, complete or execute and deliver or otherwise become a party to any applications, notices, deeds, trust deeds, contracts, assignments, undertakings, mandates, authorities, powers of attorney, negotiable instruments, agreements or other documents or instruments whatsoever on behalf of any member of the Society on whose behalf the underwriting agent has the power and authority to so execute, complete or execute and deliver; and
	(f)	contain incidental, supplementary and transitional provisions.
  (4) Any application, notice, deed, trust deed, contract, assignment, undertaking, mandate, authority, power of attorney, negotiable instrument, agreement or other document or instrument whatsoever which a person is required to execute, complete or execute and deliver or otherwise become a party to under subparagraphs (2) or (3) may provide that it can be amended by resolution of the Council from time to time.
  (5) In exercise of its powers under this paragraph, the Council may at any time require:
	(a)	any applicant or participant;
	(b)	any controller of an applicant or of a participant;
	(c)	any director of an applicant or of a participant;
	(d)	any partner in an applicant or in a participant;
	(e)	any major shareholder of an applicant or of a participant;
	(f)	any manager of an applicant or of a participant; or
	(g)	in relation to a Scottish limited partnership, a specified person in relation to that Scottish limited partnership
to execute or execute and deliver (and may require the applicant or participant to procure that he executes or executes and delivers) an undertaking in favour of the Society in the prescribed form.
  (6) An undertaking in the form prescribed for the purposes of sub-paragraph (5) may include terms to the effect that the person giving the undertaking:
	(a)	submits to the disciplinary, regulatory and general jurisdiction of the Council;
	(b)	will, both while he remains an applicant, participant, or a controller, director, partner, major shareholder, manager or specified person of or in relation to the applicant or participant concerned and at all times thereafter, provide to the Council such information, explanations, documents and other material relating to the applicant or participant or its business of insurance at Lloyd’s or to any persons involved in or connected with such applicant, participant or business (including, without limitation, any service provider), or any other information, explanations, documents or other material which the Council may consider necessary or appropriate to be given or produced.
Part D—Policy Signing Services
6. Policy Signing Services
  (1) As part of the Services, the Society and/or any service provider may on behalf of any member of the Society, through any authorised person:
	(a)	prepare, agree the form of, check, sign, seal, emboss and/or issue any insurance document relating in any way whatsoever to any risk which is, or appears to the authorised person to be, underwritten by or on behalf of such member;
	(b)	advise, process, account for and/or settle insurance transactions;
	(c)	do anything necessarily or ordinarily incidental to the functions referred to in (a) and (b).
  (2) The Council may require a seal, stamp, mark or other thing in the prescribed form to be affixed to any insurance document issued by or under the authority of any person providing any of the Services referred to in this paragraph.
  (3) Where the Council makes a requirement in accordance with sub-paragraph (2), any person providing any of the Services referred to in this paragraph who complies with that requirement is authorised to do so for the purposes of section 31 of Lloyd’s Act 1871.
  (4) The Council may prescribe the form or manner in which any of the functions referred to in this paragraph are to be undertaken.
7. Prescribed insurance documents
  The Council may prescribe the form and content of insurance documents, wordings or clauses to be used or issued by or on behalf of any member of the Society in the course of his insurance business at Lloyd’s.
Part E—Information
8. Provision of information
  (1) The Council may require any participant to provide the Society and/or any service provider with such information as the Council may specify in connection with the provision of any Service.
  (2) Each participant shall immediately notify the Council and any service provider on becoming aware that an insolvency event has occurred or is likely to occur in relation to it or any principal or beneficiary on whose behalf it acts.
9. Storage and distribution of information
  The Society and any service provider may as part of, or for the purposes of, or in connection with, providing a Service hold information provided under paragraph 8 or any other provision of this byelaw or otherwise provided to, or obtained by, it in providing a Service and, subject to paragraph 10, may distribute such information or any of it.
10. Confidentiality of information
  (1) Subject to subparagraph (2) and paragraph 13(2), information provided to, or obtained by, the Society under this byelaw or in providing any Service shall be held subject to the provisions of the Information and Confidentiality Byelaw (No. 21 of 1993, 417) provided that the Council may:
	(a)	use or disclose such information in so far as it is necessary for the purposes of the exercise by the Council of powers contained in Lloyd’s Acts 1871 to 1982 or in byelaws or regulations made thereunder, and
	(b)	disclose such information to any service provider in so far as it thinks fit.
  (2) Information provided to, or obtained by, any service provider under this byelaw or in providing any Service shall be held subject to such provisions relating to disclosure and use as may be agreed between the service provider and the Society.
Part F—Miscellaneous and General
11. Power of the Council to prescribe charges and expenses
  (1) Every applicant and participant shall pay to the Society or any service provider such charges or expenses as the Council may require or, subject to any requirement of the Council, as the service provider may agree.
  (2) For the purposes of this paragraph the Council may:
	(a)	determine the amount of any charges or expenses in accordance with a specified scale or other specified factors;
	(b)	determine the time or times of payment of charges or expenses;
	(c)	provide for the exemption from payment of, or the return or abatement of, any charges or expenses in specified circumstances;
	(d)	prescribe the rate of interest to be paid on such amounts of charges or expenses as are unpaid on the due date until the date of payment; and
	(e)	make different provision for different cases.
12. Regulations, codes of practice and manuals
  (1) The Council may make regulations and issue codes of practice and manuals in respect of the provision and operation of the Services or any of them and the administrative and technical procedures to be observed by participants.
  (2) Where any provision in a regulation, code of practice or manual made or issued under sub-paragraph (1) conflicts with a provision of this byelaw or any condition or requirement made under this byelaw, the latter shall prevail.
13. Power to enter into agreements, etc.
  (1) The Society may enter into such contracts and arrangements as the Council considers are necessary or expedient for the purposes of or in connection with the provision of any Service.
  (2) Where the Society has entered into a contract or arrangement referred to in sub-paragraph (1), and, as a result thereof, the Society uses systems and equipment owned, maintained, operated or controlled by third parties, the Council may disclose to such third parties such information as is necessary for the purpose of, or giving effect to, the contract or arrangement concerned including, without limitation, information about participants and their businesses.
  (3) Any service provider may, if the Council so agrees, disclose to third parties information about participants and their businesses to the extent that such disclosure is necessary for the purpose of or in connection with the provision of any Service.
14. Variation of Services
  (1) Subject to this paragraph, the Council may vary a Service or any part of a Service in any such way that it thinks fit.
  (2) Subject to sub-paragraphs (3) and (5), the Council shall not vary a Service to any material extent without giving prior notice of the proposed variation to the affected participants. The Council shall consider the representations (if any) of the affected participants on any such variation before reaching any decision on the variation.
  (3) If in the opinion of the Council any material variation is required to be made as a matter of urgency in order to enhance a Service or any part of a Service or to preserve the integrity of a Service or any part of a Service or to preserve the interests of participants or any of them the Council may make such variation without first having taken the steps referred to in subparagraph (2).
  (4) In any case falling within subparagraph (3) the Council shall:
	(a)	as soon as practicable thereafter inform the affected participants in writing of the variation; and
	(b)	permit the affected participants to make representation to the Council on the action taken by the Council within such period as the Council may prescribe
and where such representations are received by the Council, it shall reconsider the action taken under subparagraph (3).
  (5) This paragraph shall not apply in respect of any service provided by a service provider referred to in paragraph 3(6).
15. Withdrawal of a Service
  (1) Subject to subparagraph (3), the Council may in its absolute discretion upon giving not less than twelve months’ written notice to participants withdraw any Service.
  (2) Where the Council has given notice under subparagraph (1), it shall take such steps as it considers appropriate to facilitate the orderly termination of the Service.
  (3) This paragraph shall not apply in respect of any service provided by a service provider referred to in paragraph 3(6).
16. Service of notices
  (1) All notices and other communications by the Society or a service provider which are required to be given to a participant under this byelaw shall for all purposes be treated as effectively given if left at or sent by post to the address from time to time notified to the Society or the service provider in question by that participant as the address to which notices and other communications are to be sent or, if given by telex or facsimile transmission, by submitting it to such number from time to time notified to the Society or the service provider in question as appropriate by that participant.
  (2) Any notice or communication sent to a participant by post shall be treated as having been effectively given by properly addressing, prepaying and posting a letter containing such notice or communication and shall be deemed to have been served 24 hours after the letter is posted. Any notice or communication sent by telex or facsmilie transmission shall be deemed to have been received when evidence of its receipt is transmitted to the person sending it.
17. Scottish limited partnerships
  The Council shall have the power to prescribe conditions and requirements in respect of Scottish limited partnerships which either modify or supplement the requirements of this byelaw and any requirements made under this byelaw in their application to Scottish limited partnerships.
18. Powers to prescribe etc.
  (1) The Council shall have power to prescribe the form and contents of any documents referred to in this byelaw as being in the prescribed form.
  (2) The Council shall have power to prescribe or approve (as the case may be):
	(a)	the persons referred to in paragraph 5(2)(c);
	(b)	the warranties and confirmations referred to in paragraph 5(2)(e);
	(c)	the exclusions of liability referred to in paragraph 5(2)(f);
	(d)	the indemnities referred to in paragraph 5(2)(g);
	(e)	the provisions relating to the use and disclosure of information referred to in paragraph 5(2)(h); and
	(f)	the period referred to in paragraph 14(4)(b).
19. Powers of the Council cumulative and exercisable from time to time
  Any power conferred on the Council by any provision of this byelaw:
	(a)	is in addition to, and shall not be construed as limiting or being limited by, any other power of the Council whether conferred by any other provision of this byelaw or otherwise; and
	(b)	may be exercised from time to time.
20. Amendments
  The byelaws set out in Schedule 2 to this byelaw (amendments) shall be amended in the manner indicated in that schedule.
21. Commencement and transitional provisions
  (1) This byelaw shall come into force on 22 June 2000.
  (2) From 22 June 2000 the documents entitled “Lloyd’s Policy Signing and Central Accounting Manual” and “Lloyd’s American and Canadian Trust Funds Manual” shall be deemed to be manuals issued under paragraph 12(1).
Schedule 1—Interpretation
  1. In this byelaw, unless the context otherwise requires:
“applicant” has the meaning given to it in paragraph 5(2)(c);
“arrangement” includes any agreement or arrangement whether or not intended to be enforceable by legal proceedings and whether or not evidenced in writing;
“authorised person” means, in any provision of this byelaw, a person authorised by the Council to discharge the duties and functions specified therein including, without limitation, any employee of any service provider to the extent that he has been so authorised;
“binding authority” has the meaning given to it in the Binding Authorities Byelaw (No. 9 of 1990, 314);
“general partner” means a company which is registered as a general partner of a Scottish limited partnership pursuant to the Limited Partnerships Act 1907;
“insolvency event” means:
	(a)	in relation to any individual or partnership, the making of a receiving order in bankruptcy against such individual or any partner in such partnership by the due process of law of any country, such individual or partner in such partnership making or proposing any composition with his creditors or otherwise acknowledging his insolvency, or being adjudicated bankrupt or adjudicated or declared insolvent by the due process of law of any country; and
	(b)	in relation to any body corporate, its making or proposing any composition with its creditors or otherwise acknowledging its insolvency, a proposal being made in respect of it under section 2 of the Insolvency Act 1986, a bankruptcy order being made against it by the due process of law of any country, its being adjudicated or declared insolvent by the due process of law of any country, an order being made or resolution being passed for its winding up or dissolution, an administration order being made in respect of it under section 9 of the Insolvency Act 1986, a receiver, trustee or analogous officer being appointed in respect of the whole or any material part of its property or assets, its directors presenting or filing in any court a petition in respect of its bankruptcy, winding up or other insolvency or which seeks any reorganisation, dissolution or similar relief or there occurring an event in any jurisdiction which is analogous to any of the foregoing events;
“insurance” includes assurance, reinsurance, reassurance and suretyship;
“insurance document” means any document:
		(i)	constituting or relating to, or purporting to constitute or relate to, any slip, policy, contract of or for insurance, binding authority, line slip, or Lloyd’s broker’s marine line slip;
		(ii)	being or purporting to be ancillary or supplemental to or by way of variation or cancellation of any document referred to in (i);
		(iii)	recording or purporting to record any agreement to settle or compromise any claim under or in respect of any document referred to in (i) or (ii);
“insurance transaction” means any transaction effected, or intended to be effected, as part of, or arising from, the business of insurance or any activity whatsoever related to, or arising from, the business of insurance;
“line slip” has the meaning given to it in the Binding Authorities Byelaw (No. 9 of 1990, 314);
“Lloyd’s broker’s marine line slip” has the meaning given to it in the Binding Authorities Byelaw (No. 9 of 1990, 314);
“manager” means:
	(a)	in relation to a body corporate, a person who exercises managerial functions under the immediate authority of the directors of that body corporate or any of them;
	(b)	in relation to a Scottish limited partnership, a person who exercises managerial functions under the immediate authority of the directors of a general partner of that Scottish limited partnership or any of them;
“participant” means a person to whom or on behalf of whom a Service is for the time being provided or has agreed to be provided under this byelaw;
“prescribed form” means, in relation to any application, notice or other document, such forms and contents as may from time to time be prescribed by the Council;
“Scottish limited partnership” means a limited partnership formed under the laws of Scotland;
“service” means a service referred to in paragraph 3(2) provided or to be provided under and in accordance with the terms and conditions set out or referred to in this byelaw;
“service provider” means a person other than the Society, as referred to in paragraph 2(1), who provides any Service, and any person, as referred to in paragraph 3(6), who provides any Service;
“specified person” means, in relation to a Scottish limited partnership:
	(a)	a company which is registered as a general partner of that Scottish limited partnership pursuant to the Limited Partnerships Act 1907;
	(b)	a director of a general partner;
	(c)	a management company being a company appointed by a general partner under an agreement to provide certain management or administrative services;
	(d)	a controller of the Scottish limited partnership; or
	(e)	a controller of a general partner;
“substitute agent” means a person appointed to act as agent or sub-agent for an underwriting member under the Substitute Agents Byelaw (No. 20 of 1983, 300);
“subsidiary” has the meaning given in section 736 Companies Act 1985;
“umbrella arrangement” has the meaning given to it in the Umbrella Arrangements Byelaw (No. 6 of 1988, 107); and
“underwriting agent” has the meaning given to it in the Underwriting Agents Byelaw (No. 4 of 1984, 101), and includes any substitute agent.
  2. The reference in paragraph 3(3) to “electronic means” and “electronic documents” includes reference to computers, networks and any means whereby information is processed, held or transmitted in a machine-readable form and to documents which are in a machine-readable form.
  3. In this byelaw:
	(a)	“associate” means, in relation to any person:
	(i)	that person’s spouse, child (including, without limitation, any step-child and adopted child) under the age of 18 years;
	(ii)	any body corporate of which that person or that person’s spouse is a director;
	(iii)	any partnership in which that person or that person’s spouse is a partner;
	(iv)	any person who is an employer, employee or partner of that person or that person’s spouse;
	(v)	any body corporate or partnership of which that person or that person’s spouse, either alone or with any other connected person, has control;
	(b)	“connected company” means, in relation to any body corporate any other body corporate which is under common control with that body corporate;
	(c)	“connected person” means, in relation to any person:
	(i)	any person who is party to any agreement, arrangement or understanding with the first person involving mutual obligations, understandings or expectations with regard to the retention or disposal of any shares in a body corporate or to the exercise of any voting power conferred by the shares or to any other influence arising from the shares;
	(ii)	any person whom the first person controls;
	(iii)	where that person is a body corporate, its directors and their associates;
	(iv)	where that person is a partnership, its partners and their associates;
	(v)	where that person is an individual, his associates;
	(d)	“controller” means:
	(i)	in relation to a body corporate, a person who, either alone or with any connected person or persons, is entitled to exercise, or to control the exercise of, 30 per cent. or more of the voting power at any general meeting of that body corporate or of another body corporate which controls that body corporate; or
	(ii)	in relation to a body corporate or a partnership, a person in accordance with whose directions or instructions, either alone or with those of any connected person or persons, the directors of the body corporate or the partners in the partnership are accustomed to act
		  and “control” shall be construed accordingly;
	(e)	“major shareholder” means, in relation to a body corporate, a person who, either alone or with any connected person or persons, is entitled to exercise, or control the exercise of, 15 per cent. or more of the voting power at any general meeting of that body corporate or of another body corporate which controls that body corporate.
Schedule 2—Amendments
1. Amendment to the Interpretation Byelaw
[These amendments have been made on the original byelaw.]
2. Amendment to the Syndicate Premium Income Byelaw
[These amendments have been made on the original byelaw.]
3. Amendment to the Umbrella Arrangements Byelaw
[These amendments have been made on the original byelaw.]
4. Amendments to the Agency Agreements Byelaw
[These amendments have been made on the original byelaw.]
5. Amendment to the Reinsurance to Close Byelaw
[These amendments have been made on the original byelaw.]
6. Amendments to the Insurance Intermediaries Regulation
[These amendments have been made on the original regulation.]
7. Amendment to the Approval of Correspondents Regulation
[These amendments have been made on the original regulation.]
8. Amendment to the Binding Authorities Byelaw
[These amendments have been made on the original byelaw.]
9. Amendment to the Lloyd’s 1994 Claims Scheme Byelaw
[These amendments have been made on the original byelaw.]
10. Amendments to LPSO definitions in other byelaws
All other references to LPSO in any other byelaws, other than the Interpretation Byelaw (No. 1 of 1983, 500), and in all regulations where it appears, shall be deleted.
11. Amendments to the Central Accounting Byelaw
[These amendments have been made on the original byelaw.]
12. Amendments to the Membership Byelaw
[These amendments have been made on the original byelaw.]
13. Amendments to the Underwriting Agents Byelaw
[These amendments have been made on the original byelaw.]
14. Amendments to the Run-Off Companies Byelaw
[These amendments have been made on the original byelaw.]
15. Amendments to the Lloyd’s Brokers Byelaw
[These amendments have been made on the original byelaw.]
528. Lloyd’s Claims Byelaw No. 12 of 2000, 21 August 2000
COMMENCEMENT
  This byelaw came into force on 21 August 2000.
EXPLANATORY NOTE
(This note is not part of the byelaw.)
  This byelaw comes into force on 21 August 2000. It revokes the Lloyd’s 1994 Claims Scheme Byelaw (No. 4 of 1994, 323) from a date to be determined by the Council.
  This byelaw provides the legal framework for the transfer to a service provider of those functions of Lloyd’s that are carried out by that part of Lloyd’s currently known as LCO (paragraph 2(1)).
  In addition, it provides for the carrying on by Lloyd’s, whether through a delegate (under paragraph 3(6)) or otherwise, of those services currently undertaken by LCO. The Council is empowered to direct persons to use the services of LCO or its delegate or any transferee (paragraph 4), and may impose conditions and requirements on any use of those services (paragraph 5).
  The byelaw provides for the provision by brokers of claims information and relevant documents to underwriters of following syndicates (paragraph 6). It also provides for information to be provided to the Society or any service provider (paragraphs 6–9). The Council may prescribe charges and expenses in connection with claims services (paragraph 10) and may make regulations, codes of practice and manuals in relation to claims (paragraph 11).
The Council of Lloyd’s in exercise of its powers under section 6(2) of, and paragraphs (1), (4), (12), (13), (15), (21), (24), (25), (26), (31), (37) and (42) of Schedule 2 to, Lloyd’s Act 1982 by special resolution hereby makes the following byelaw.
Part A—Interpretation and Application
1. Interpretation
  The provisions of Schedule 1 to this byelaw shall have effect.
Part B—Transfer of Business and Operations of Lloyd’s Claims Office
2. Authorisation to transfer
  (1) The Society may transfer to any person, whether or not a subsidiary of the Society, all or such part as the Council may think fit of the business and operations carried on by the Society under the name of Lloyd’s Claims Office or the acronym of LCO for any person.
  (2) Any transfer pursuant to subparagraph (1) shall be effected on such terms and conditions and for such consideration as the Council may think fit including, without limitation, terms and conditions which relate to:
	(a)	the provision to any person of all or any of the services comprised in the transferred business and operations, or
	(b)	the provision of information and assistance to the Society following the transfer.
Part C—Services
3. Provision of services
  (1) The Society may provide any of the services referred to in subparagraph (2) and, if it does so, it shall provide them on the terms set out or referred to in this byelaw.
  (2) The services referred to in subparagraph (1) are:
	(a)	a service relating to the processing, settlement, payment, compromise, repudiation or litigation of any claim;
	(b)	the appointment for the purpose of obtaining expert advice of any solicitor, attorney, adjuster, surveyor or other expert adviser;
	(c)	a service for the storage and distribution of information more particularly described in Part D;
	(d)	any other service comprised in the business and operations carried on or out by the Society under the name of Lloyd’s Claims Office or the acronym of LCO;
	(e)	any service incidental or relating to any of the foregoing services; and
	(f)	any other service which the Council considers it is in the interests of any of the persons referred to in subparagraph (4) or any class of them to receive in conjunction with any of the foregoing services.
  (3) All or any of the Services may be provided wholly or partly by electronic means or by the use of electronic documents.
  (4) The Services may be provided to or on behalf of:
	(a)	the Society;
	(b)	any subsidiary of the Society;
	(c)	any member of the Society or any group of members of the Society;
	(d)	any underwriting agent;
	(e)	any approved run-off company; and
	(f)	any other person to whom the Council or any service provider agrees to provide a Service.
  (5) Any Service may be provided to or on behalf of any person referred to in sub-paragraph (4) whether that person is acting, or appears to the Society or any service provider (as the case may be) to be acting:
	(a)	as a principal;
	(b)	as an agent for a person, whether or not that person is referred to in sub-paragraph (4); or
	(c)	as a trustee or pursuant to powers under a trust deed, in either case whether or not the beneficiary of the trust concerned is, or where there is more than one, includes, another person referred to in subparagraph (4);
Provided that in respect of those persons referred to in subparagraphs (5)(b) and (c), such agent or trustee may be treated as if it were a transacting principal in respect of the provision of the Services and there shall be a right to claim against such agent or trustee, but no obligation to provide the Services to, or to claim unpaid amounts owed by an agent or trustee hereunder from, underlying principals or beneficiaries.
  (6) The Society may:
	(a)	delegate the provision of all or any of the Services to any person on such terms and conditions as the Council thinks fit, or
	(b)	agree with another person that such other person may provide all or any of the Services on the terms and conditions set out or referred to in this byelaw, on such terms and conditions as may be agreed with the Society (including, without limitation, in relation to the provision of information and assistance to the Society) or otherwise as the Council thinks fit.
  (7) If agreed with the Council, any person (other than the Society) referred to in subparagraph (6) may provide any such services referred to in subparagraph (6) in the name of the Society and may, with prior written consent from the Council, sub-delegate or delegate (as the case may be) the provision of all or any of such services to another person on such terms as may be stipulated in the Council’s consent.
  (8) Nothing in subparagraph (6) shall prevent any person (including, without limitation, any service provider) other than the Society from providing services (including, without limitation, the Services) to any person referred to in sub-paragraph (4), on such terms as it may agree with that person provided such terms do not, without the Council’s prior written consent, amend, alter or make ineffective any of the terms and conditions on which the Society has agreed that the Services may be provided by such person, whether as a delegate or sub-delegate of the Society or otherwise.
4. Use of Services
  (1) The Council may direct that any member of the Society and any underwriting agent or approved run-off company acting on his behalf shall use any Service specified in the Council’s direction in the course of the member’s underwriting business at Lloyd’s (whether such service is provided or is to be provided by the Society or by any service provider) in any manner specified in the Council’s direction including, without limitation, by way of delegation of authority to settle claims.
  (2) Without prejudice to subparagraph (1), the Council may direct that any person falling within any of subparagraphs 3(4)(b), (d) to (f) shall use any Service specified in the Council’s direction in the course of that person’s business at Lloyd’s (whether such service is provided or is to be provided by the Society or by any service provider).
  (3) Without prejudice to subparagraph (1) and (2), the Council may direct that any member of the Society execute, and that any underwriting agent execute on his behalf, any application, notice, deed, trust deed, contract, assignment, undertaking, mandate, authority, power of attorney, negotiable instrument, agreement or other document or instrument whatsoever for the purpose of conferring powers on the Society or any service provider for the purpose of or in connection with the provision of Services (whether provided by a direction under subparagraph (1) or (2) or in such other manner as may be required in a direction under this subparagraph (3)).
  (4) Any direction given under subparagraph (1), (2) or (3) may:
	(a)	impose conditions or requirements which are absolute or which are to vary from time to time by reference to such factors as are specified in or are determined in accordance with such conditions and requirements;
	(b)	make different provision for different classes of person or for specific persons (including, without limitation, different classes of member of the Society or underwriting agent or specific members or underwriting agents) and for different classes of insurance transaction or for specific insurance transactions;
	(c)	make different provision for bodies corporate, Scottish limited partnerships and individuals; and
	(d)	contain incidental, supplementary and transitional provisions.
5. Conditions and requirements
  (1) The Council may prescribe such conditions and requirements to be satisfied or complied with in connection with or as a condition for the use or provision of a Service as it thinks fit and without consulting any participant (whether such service is provided or is to be provided by the Society or any service provider), and may add to, alter or withdraw any condition or requirement so prescribed.
  (2) Without prejudice to the generality of subparagraph (1), any conditions and requirements prescribed under that subparagraph may:
	(a)	include the requirement to complete applications, notices and other documents in the prescribed form;
	(b)	include the requirement to execute, complete or execute and deliver or otherwise become a party to any prescribed form of application, notice, deed, trust deed, contract, assignment, undertaking, mandate, authority, power of attorney, negotiable instrument, agreement or other document or instrument whatsoever;
	(c)	include requirements relating to the provision of certificates, confirmations, declarations, information, opinions or reports, relating to a person applying to use a Service (each such person being referred to in this byelaw as an “applicant”) or to its directors, partners, managers, controllers, major shareholders or connected companies, in the prescribed form and to be given by such persons as the Council may prescribe or approve;
	(d)	include requirements relating to the financial position of the participant;
	(e)	prescribe warranties and confirmations to be given by a participant or applicant;
	(f)	prescribe exclusions of liability to apply for the benefit of any person providing the Services or any of them;
	(g)	prescribe indemnities to apply for the benefit of any person providing the Services or any of them or any participant;
	(h)	prescribe provisions relating to the use and disclosure of information by any person providing the Services or any of them or any participant;
	(i)	provide that any authority to be given to any person providing the Services or any of them is irrevocable or may be revoked only under certain conditions; and
	(j)	provide for responsibility for the accuracy and/or completeness of information supplied to or by any person providing the Services.
  (3) Without prejudice to the generality of subparagraph (1), any conditions and requirements prescribed under that subparagraph may:
	(a)	impose conditions and requirements which are absolute or which are to vary from time to time by reference to such factors as are specified in or are determined in accordance with such conditions and requirements;
	(b)	make different provision for different classes of person or for specific persons (including, without limitation, different classes of member of the Society or underwriting agent or specific members or underwriting agents) and for different classes of insurance transaction or for specific insurance transactions;
	(c)	make different provision for bodies corporate, Scottish limited partnerships and individuals;
	(d)	specify circumstances in which an applicant or a participant is to be exempt from any such condition or requirement or may be excused from compliance with any such condition or requirement to such an extent as the Council may think fit;
	(e)	require any underwriting agent to execute, complete or execute and deliver or otherwise become a party to any applications, notices, deeds, trust deeds, contracts, assignments, undertakings, mandates, authorities, powers of attorney, negotiable instruments, agreements or other documents or instruments whatsoever on behalf of any member of the Society on whose behalf the underwriting agent has the power and authority to so execute, complete or execute and deliver; and
	(f)	contain incidental, supplementary and transitional provisions.
  (4) Any application, notice, deed, trust deed, contract, assignment, undertaking, mandate, authority, power of attorney, negotiable instrument, agreement or other document or instrument whatsoever which a person is required to execute, complete or execute and deliver or otherwise become a party to under subparagraphs (2) or (3) may provide that it can be amended by resolution of the Council from time to time.
  (5) In exercise of its powers under this paragraph, the Council may at any time require:
	(a)	any applicant or participant;
	(b)	any controller of an applicant or of a participant;
	(c)	any director of an applicant or of a participant;
	(d)	any partner in an applicant or in a participant;
	(e)	any major shareholder of an applicant or of a participant;
	(f)	any manager of an applicant or of a participant; or
	(g)	in relation to a Scottish limited partnership, a specified person in respect of that Scottish limited partnership
to execute or execute and deliver (and may require the applicant or participant to procure that he executes or executes and delivers) an undertaking in favour of the Society in the prescribed form.
  (6) An undertaking in the form prescribed for the purposes of subparagraph (5) may include terms to the effect that the person giving the undertaking:
	(a)	submits to the disciplinary, regulatory and general jurisdiction of the Council;
	(b)	will, both while he remains an applicant, participant, or a controller, director, partner, major shareholder, manager or specified person of or in relation to the applicant or participant concerned and at all times thereafter, provide to the Council such information, explanations, documents and other material relating to the applicant or participant or its business of insurance at Lloyd’s or to any persons involved in or connected with such applicant, participant or business (including, without limitation, any service provider), or any other information, explanations, documents or other material which the Council may consider necessary or appropriate to be given or produced.
Part D—Information
6. Claims documents and particulars
  (1) In relation to any claim the underwriter of any following syndicate shall be entitled, on a request made by the Society or a service provider on his behalf, to inspect at any reasonable time any document retained by the Lloyd’s broker and relating to the claim which has been shown to the Society or service provider.
  (2) Where in relation to any claim:
	(a)	a single underwriter alone has claims settling authority on behalf of every syndicate subscribing a slip; and
	(b)	that single underwriter has delegated claims settling authority to the Lloyd’s Claims Office, whether under the acronym of LCO or otherwise, in relation to such claim,
the Lloyd’s broker concerned shall forthwith give to the Society or, if so requested by the Council, any service provider all such particulars of the claim as have been given to that underwriter.
7. General provision of information
  (1) The Council may require any participant to provide the Society or any service provider (or both) with such information as the Council may specify in connection with the provision of any Service or for any regulatory purposes, and may require any participant to provide the necessary authority to any service provider to pass such information to the Society on behalf of the participant.
  (2) Each participant shall immediately notify the Council and any service provider on becoming aware that an insolvency event has occurred or is likely to occur in relation to it or any principal or beneficiary on whose behalf it acts.
8. Storage and distribution of information
  The Society and any service provider may as part of, or for the purposes of, or in connection with, providing a Service hold information provided under paragraph 7 or any other provision of this byelaw or otherwise provided to, or obtained by, it in providing a Service and, subject to paragraph 9, may distribute such information or any of it.
9. Confidentiality of information
  (1) Subject to subparagraph (2) and paragraphs 6 and 12, information provided to, or obtained by, the Society under this byelaw or in providing any Service shall be held subject to the provisions of the Information and Confidentiality Byelaw (No. 21 of 1993, 417) provided that the Council may:
	(a)	use or disclose such information in so far as it is necessary for the purposes of the exercise by the Council of powers contained in Lloyd’s Acts 1871 to 1982 or in byelaws or regulations made thereunder, and
	(b)	disclose such information to any service provider in so far as it thinks fit.
  (2) Information provided to, or obtained by, any service provider under this byelaw or in providing any Service shall be held subject to such provisions relating to disclosure and use as may be agreed between the service provider and the Society.
Part E—Miscellaneous and General
10. Power of the Council to prescribe charges and expenses
  (1) Every applicant and participant shall pay to the Society or any service provider such charges or expenses as the Council may require or, subject to any requirement of the Council, as the service provider may agree.
  (2) For the purposes of this paragraph the Council may:
	(a)	determine the amount of any charges or expenses in accordance with a specified scale or other specified factors;
	(b)	determine the time or times of payment of charges or expenses;
	(c)	provide for the exemption from payment of, or the return or abatement of, any charges or expenses in specified circumstances;
	(d)	prescribe the rate of interest to be paid on such amounts of charges or expenses as are unpaid on the due date until the date of payment; and
	(e)	make different provision for different cases.
11. Regulations, codes of practice and manuals
  (1) The Council may make regulations and issue codes of practice and manuals in respect of the provision and operation of the Services or any of them and the administrative and technical procedures to be observed by participants.
  (2) Where any provision in a regulation, code of practice or manual made or issued under subparagraph (1) conflicts with a provision of this byelaw or any condition or requirement made under this byelaw, the latter shall prevail.
12. Power to enter into agreements, etc.
  (1) The Society may enter into such contracts and arrangements as the Council considers are necessary or expedient for the purposes of or in connection with the provision of any Service.
  (2) Where the Society has entered into a contract or arrangement referred to in sub-paragraph (1), and, as a result thereof, the Society uses systems and equipment owned, maintained, operated or controlled by third parties, the Council may disclose to such third parties such information as is necessary for the purpose of, or giving effect to, the contract or arrangement concerned including, without limitation, information about participants and their businesses.
  (3) Any service provider may, if the Council so agrees, disclose to third parties information about participants and their businesses to the extent that such disclosure is necessary for the purpose of or in connection with the provision of any Service.
13. Service of notices
  (1) All notices and other communications by the Society or a service provider which are required to be given to a participant under this byelaw shall for all purposes be treated as effectively given if left at or sent by post to the address from time to time notified to the Society or the service provider in question by that participant as the address to which notices and other communications are to be sent or, if given by telex or facsimile transmission, by submitting it to such number from time to time notified to the Society or the service provider in question as appropriate by that participant.
  (2) Any notice or communication sent to a participant by post shall be treated as having been effectively given by properly addressing, prepaying and posting a letter containing such notice or communication and shall be deemed to have been served 24 hours after the letter is posted. Any notice or communication sent by telex or facsimile transmission shall be deemed to have been received when evidence of its receipt is transmitted to the person sending it.
14. Scottish limited partnerships
  The Council shall have the power to prescribe conditions and requirements in respect of Scottish limited partnerships which either modify or supplement the requirements of this byelaw and any requirements made under this byelaw in their application to Scottish limited partnerships.
15. Powers to prescribe etc.
  (1) The Council shall have power to prescribe the form and contents of any documents referred to in this byelaw as being in the prescribed form.
  (2) The Council shall have power to prescribe or approve (as the case may be):
	(a)	the persons referred to in paragraph 5(2)(c);
	(b)	the warranties and confirmations referred to in paragraph 5(2)(e);
	(c)	the exclusions of liability referred to in paragraph 5(2)(f);
	(d)	the indemnities referred to in paragraph 5(2)(g);
	(e)	the provisions relating to the use and disclosure of information referred to in paragraph 5(2)(h);
	(f)	the date referred to in paragraph 17(1).
16. Powers of the Council cumulative and exercisable from time to time
  Any power conferred on the Council by any provision of this byelaw:
	(a)	is in addition to, and shall not be construed as limiting or being limited by, any other power of the Council whether conferred by any other provision of this byelaw or otherwise; and
	(b)	may be exercised from time to time.
17. Revocations and amendments
  (1) Lloyd’s 1994 Claims Scheme Byelaw (No. 4 of 1994, 323) is revoked as from a date to be prescribed by the Council.
  (2) The byelaws set out in Schedule 2 to this byelaw (amendments) are amended in the manner indicated in that schedule.
18. Commencement
  This byelaw shall come into force on 21 August 2000.
Schedule 1—Interpretation
  1. In this byelaw, unless the context otherwise requires:
“applicant” has the meaning given to it in paragraph 5(2)(c);
“arrangement” includes any agreement or arrangement whether or not intended to be enforceable by legal proceedings and whether or not evidenced in writing;
“claims settling authority” means authority on behalf of the members of a syndicate to handle claims against them arising under, out of or in connection with any insurance underwritten by that syndicate, and claims in respect of which the syndicate has underwritten any reinsurance to close, including the processing, settlement, compromise, payment, repudiation and litigation thereof and all matters ancillary thereto;
“following syndicate” means, in relation to any claim, any syndicate subscribing the slip other than a syndicate for which the first underwriter has subscribed it;
“general partner” means a company which is registered as a general partner of a Scottish limited partnership pursuant to the Limited Partnerships Act 1907;
“insolvency event” means:
	(a)	in relation to any individual or partnership, the making of a receiving order in bankruptcy against such individual or any partner in such partnership by the due process of law of any country, such individual or partner in such partnership making or proposing any composition with his creditors or otherwise acknowledging his insolvency, or being adjudicated bankrupt or adjudicated or declared insolvent by the due process of law of any country; and
	(b)	in relation to any body corporate, its making or proposing any composition with its creditors or otherwise acknowledging its insolvency, a proposal being made in respect of it under section 2 of the Insolvency Act 1986, a bankruptcy order being made against it by the due process of law of any country, its being adjudicated or declared insolvent by the due process of law of any country, an order being made or resolution being passed for its winding up or dissolution, an administration order being made in respect of it under section 9 of the Insolvency Act 1986, a receiver, trustee or analogous officer being appointed in respect of the whole or any material part of its property or assets, its directors presenting or filing in any court a petition in respect of its bankruptcy, winding up or other insolvency or which seeks any reorganisation, dissolution or similar relief or there occurring an event in any jurisdiction which is analogous to any of the foregoing events;
“insurance” includes assurance, reinsurance, reassurance and suretyship;
“insurance transaction” means any transaction effected, or intended to be effected, as part of, or arising from, the business of insurance or any activity whatsoever related to, or arising from, the business of insurance;
“Lloyd’s broker” has the meaning given in the Schedule to the Lloyd’s Brokers Byelaw (No. 5 of 1988, 106);
“manager” means:
	(a)	in relation to a body corporate, a person who exercises managerial functions under the immediate authority of the directors of that body corporate or any of them;
	(b)	in relation to a Scottish limited partnership, a person who exercises managerial functions under the immediate authority of the directors of a general partner of the Scottish limited partnership or any of them;
“participant” means a person to whom or on behalf of whom a Service is for the time being provided or has been agreed to be provided under this byelaw;
“prescribed form” means, in relation to any application, notice or other document, such forms and contents as may from time to time be prescribed by the Council;
“reinsurance to close” has the meaning given to it in the Syndicate Accounting Byelaw (No. 18 of 1994, 326);
“Scottish limited partnership” means a limited partnership formed under the laws of Scotland;
“service” means a service referred to in paragraph 3(2) provided or to be provided under and in accordance with the terms and conditions set out or referred to in this byelaw;
“service provider” means any person other than the Society who provides any Service in accordance with paragraph 3(6);
“specified person” means, in relation to a Scottish limited partnership:
	(a)	a company which is registered as a general partner of that Scottish limited partnership pursuant to the Limited Partnerships Act 1907;
	(b)	a director of a general partner;
	(c)	a management company being a company appointed by a general partner under an agreement to provide certain management or administrative services;
	(d)	a controller of the Scottish limited partnership; or
	(e)	a controller of a general partner;
“substitute agent” means a person appointed to act as agent or sub-agent for an underwriting member under the Substitute Agents Byelaw (No. 20 of 1983, 300);
“subsidiary” has the meaning given in section 736 Companies Act 1985;
“syndicate” means an underwriting member or group of underwriting members of Lloyd’s underwriting insurance business at Lloyd’s through the agency of a Lloyd’s underwriting agent to which member or group a particular syndicate number is assigned by the Council; and
“underwriting agent” has the meaning given to it in the Underwriting Agents Byelaw (No. 4 of 1984, 101), and includes any substitute agent.
  2. The reference in paragraph 3(3) to “electronic means” and “electronic documents” includes reference to computers, networks and any means whereby information is processed, held or transmitted in a machine-readable form and to documents which are in a machine-readable form.
  3. In this byelaw:
	(a)	“associate” means, in relation to any person:
	(i)	that person’s spouse or child (including, without limitation, any step-child and adopted child) under the age of 18 years;
	(ii)	any body corporate of which that person or that person’s spouse is a director;
	(iii)	any partnership in which that person or that person’s spouse is a partner;
	(iv)	any person who is an employer, employee or partner of that person or that person’s spouse;
	(v)	any body corporate or partnership of which that person or that person’s spouse, either alone or with any other connected person, has control;
	(b)	“connected company” means, in relation to any body corporate, any other body corporate which is under common control with that body corporate;
	(c)	“connected person” means, in relation to any person:
	(i)	any person who is party to any agreement, arrangement or understanding with the first person involving mutual obligations, understandings or expectations with regard to the retention or disposal of any shares in a body corporate or to the exercise of any voting power conferred by the shares or to any other influence arising from the shares;
	(ii)	any person whom the first person controls;
	(iii)	where that person is a body corporate, its directors and their associates;
	(iv)	where that person is a partnership, its partners and their associates;
	(v)	where that person is an individual, his associates;
	(d)	“controller” means:
	(i)	in relation to a body corporate, a person who, either alone or with any connected person or persons, is entitled to exercise, or to control the exercise of, 30 per cent. or more of the voting power at any general meeting of that body corporate or of another body corporate which controls that body corporate; or
	(ii)	in relation to a body corporate or a partnership, a person in accordance with whose directions or instructions, either alone or with those of any connected person or persons, the directors of the body corporate or the partners in the partnership are accustomed to act
		and “control” shall be construed accordingly;
	(e)	“major shareholder” means, in relation to a body corporate, a person who, either alone or with any connected person or persons, is entitled to exercise, or control the exercise of, 15 per cent. or more of the voting power at any general meeting of that body corporate or of another body corporate which controls that body corporate.
Schedule 2—Amendments
1. Amendments to the Underwriting Agents Byelaw
[These amendments have been made on the original byelaw.]
2. Amendments to the Lloyd’s Brokers Byelaw
[These amendments have been made on the original byelaw.]
3. Amendment to the Umbrella Arrangements Byelaw
[These amendments have been made on the original byelaw.]
4. Amendments to the Membership Byelaw
[These amendments have been made on the original byelaw.]
5. Amendments to the Run-Off Companies Byelaw
[These amendments have been made on the original byelaw.]

529. Financial Services Authority Byelaw
No. 7 of 2001, 5 December 2001
COMMENCEMENT
  This byelaw commenced on 5 December 2001.
EXPLANATORY NOTE
(This note is not part of the byelaw.)
  The purpose of this byelaw is to (1) ensure that every requirement of the Council is given effect by the Council in a way which is compatible with the Financial Services and Markets Act 2000; and (2) gives the Council an express power to give directions in connection with the requirements and obligations imposed on it by the Financial Services and Markets Act 2000 and the Financial Services Authority. Words set in italics have the meaning set out in the Glossary Byelaw (No. 8 of 2001, 530).
The Council of Lloyd’s in exercise of its power under Section 6(2) of the Lloyd’s Act 1982 by special resolution hereby makes the following byelaw.
Interpretation of requirements of the Council
  (1) So far as it is possible to do so, every requirement of the Council must be read and given effect by the Council in a way which is compatible with the provisions of the Financial Services and Markets Act 2000 and any rule, direction, requirement, principle, evidential provision, code and guidance made, issued or given by the Financial Services Authority under that Act.
  (2) If the Council is satisfied that any requirement of the Council is incompatible with any provision of the Financial Services and Markets Act 2000 or any rule, direction, requirement, principle, evidential provision, code or guidance made, issued or given by the Financial Services Authority under that Act the Council may dispense any person to whom the requirement applied or applies from complying with the requirement with effect from the day on which the incompatibility arose.
  (3) Any dispensation given under paragraph 2 of this byelaw—
	(a)	may be made individually or in respect of any class or classes of person;
	(b)	may make different provision for different cases; and
	(c)	may include such additional directions, conditions or requirements as the Council considers necessary or appropriate.
Power to give directions
  (4) The Council may, for the purpose of giving effect to, implementing or discharging any direction, requirement or obligation that the Financial Services and Markets Act 2000 or the Financial Services Authority has given to, placed on or imposed on the Council or the Society, give a direction to any person or any class or classes of person carrying on the business of insurance at Lloyd’s to do such acts and things as may be necessary or appropriate.
References to the Financial Services Authority
  (5) In every byelaw and regulation made under Lloyd’s Act 1982 references to “the Secretary of State” or to “the Treasury” shall be taken to include references to the Financial Services Authority.
Commencement
  (6) This byelaw shall come into force on 5 December 2001.
530. Glossary Byelaw No. 8 of 2001, 5 December 2001
COMMENCEMENT
  This byelaw commenced on 5 December 2001.
EXPLANATORY NOTE
(This note is not part of the byelaw.)
  The purpose of this byelaw is to define terms and expressions used in the requirements of the Council.
The Council of Lloyd’s in exercise of its power under Section 6(2) of the Lloyd’s Act 1982 by special resolution hereby makes the following byelaw.
Definition of terms and expressions
  (1) In every byelaw and regulation made under Lloyd’s Act 1982, save where that byelaw or regulation expressly provides to the contrary or the context otherwise requires—
“approved run-off company” shall have the meaning given in the Run-off Companies Byelaw (No. 2 of 1995, 114);
“controller” shall have the meaning given in section 422 of the Financial Services and Markets Act 2000 and control shall be construed accordingly;
“corporate member” shall have the meaning given in the Membership Byelaw (No. 17 of 1993, 111);
“Council” means the council constituted by section 3 of Lloyd’s Act 1982;
“Financial Services Authority” means the body corporate known by that name with the functions conferred on it by or under the Financial Services and Markets Act 2000;
“General Insurance Standards Council” means the company limited by guarantee with the registered number 3705388;
“individual member” shall have the meaning given in the Membership Byelaw (No. 17 of 1993, 111);
“Lloyd’s broker” means a person which is listed in the register of Lloyd’s brokers maintained under the Lloyd’s Brokers Byelaw (No. 17 of 2000, 123);
“LPSO” shall, as the context requires, mean Lloyd’s Policy Signing Office and/or any service provider (as that expression is defined in the Lloyd’s Policy Signing Office Byelaw (No. 11 of 2000, 527)) for the time being carrying on or out (under whatever name) all or any of the services and operations formerly carried on or out by the Society under the name of Lloyd’s Policy Signing Office or the acronym LPSO;
“MAPA” means an arrangement of the kind described in paragraph 10 of the Agency Agreements Byelaw (No. 8 of 1988, 310) operated by a members’ agent;
“members’ agent” and “managing agent” mean an underwriting agent who is listed in any part of the Register of Underwriting Agents at Lloyd’s as a members’ agent or managing agent respectively;
“New Central Fund” means the fund held, managed and applied by the Society pursuant to the New Central Fund Byelaw (No. 23 of 1996, 522);
“person” shall include any natural person, firm, partnership, corporation, association, or other body of persons (whether corporate or unincorporate);
“premiums trust deed” means a trust deed, in the form for the time being required by the Council, constituting a premiums trust fund;
“quasi-individual member” means a corporate member whose members consist only of, or of nominees for, a single individual or a group of connected individuals (together with, in the case of a Scottish limited partnership, another person who is the general partner in that partnership) and for the purposes of this definition only—
	(a)	a “group of connected individuals” means a group of individuals each of whom is a director or manager of, or a partner in, the corporate member or a close relative of any such person;
	(b)	“close relative” means an individual’s spouse, his children and step-children, his parents and step-parents, his brothers and sisters and his step-brothers and step-sisters;
“requirements of the Council” means any requirement imposed by any byelaw or regulation made under Lloyd’s Acts 1871 to 1982 or under the authority given by any premiums trust deed, any core principle, code or practice, condition or requirement made or imposed or direction given under any such byelaw regulation or authority and any direction given under section 6 of Lloyd’s Act 1982, any requirement imposed by or under any agreement, deed or other instrument between Lloyd’s or the Council and any member, underwriting agent, or any trustee of any premiums trust deed, or by or under any undertaking in favour of Lloyd’s or the Council given by a member, any underwriting agent or any trustee of any premiums trust deed, and any other direction or requirement given or made by the Council under Lloyd’s Acts;
“the Society” means the Society incorporated by Lloyd’s Act 1871 by the name of Lloyd’s.
Revocation and commencement
  (2) The Interpretation Byelaw (No. 1 of 1983, 500) is revoked.
  (3) This byelaw shall come into force on 5 December 2001.

531. Marine Insurance Certificates Byelaw No. 3 of 2002, 4 September 2002
COMMENCEMENT
  This byelaw came into force on 1 October 2002 and applies to any cover placed on or after that date.
EXPLANATORY NOTE
(This note is not part of the byelaw.)
  This byelaw regulates:
	(i)	the issue by Lloyd’s of marine insurance certificates and their use by insurance brokers, coverholders and their clients; and
	(ii)	the settlement of claims abroad by Lloyd’s settling agents (whether or not the claims are made under marine insurance certificates). The byelaw specifies conditions (including liability to indemnify the Society and the underwriting members concerned) on which Lloyd’s brokers, coverholders and related Lloyd’s entities may request the issue of marine insurance certificates by Lloyd’s and the settlement of claims abroad.
  The byelaw replaces (in relation to covers placed at Lloyd’s on or after 1 October 2002):
	(i)	the former agreement dated 20 September 1982 originally between Lloyd’s, the Institute of London Underwriters, certain underwriting members of Lloyd’s and member companies of the Institute of London Underwriters and certain Lloyd’s brokers governing the issue of marine insurance certificates and settlement of claims abroad; and
	(ii)	the Standing Regulations for the Settlement of Claims Abroad previously in force.
For the full text of this byelaw, see Part C, 352. 

Tables
Table of Derivations 

New		Old	
100	Register of Members Byelaw (No. 22 of 1983)	122	
101	The Underwriting Agents Byelaw (No. 4 of 1984)	126	
102	The Syndicate Audit Arrangements Byelaw (No. 10 of 1984)	132	
103	The Agency Agreements Byelaw (No. 1 of 1985)	133	
104	The Lloyd’s Introductory Test (No. 8 of 1985)	140	
105	The Membership (Entrance Fees and Annual Subscriptions) Byelaw (No. 9 of 1987)	155	
106	Lloyd’s Brokers Byelaw (No. 5 of 1988)	167	
107	Umbrella Arrangements Byelaw (No. 6 of 1988)	168	
108	Agency Agreements Byelaw (No. 8 of 1988)	170	
109	Lloyd’s Market Certificate Byelaw (No. 6 of 1989)	178	
110	Annual Subscribers, Associates, Substitutes and Others Byelaw (No. 8 of 1993)	241	
111	Membership Byelaw (No. 17 of 1993)	250	
112	Lloyd’s Advisers Byelaw (No. 19 of 1993)	252	
113	Underwriting Agents’ Qualifications Byelaw (No. 31 of 1993)	264	
114	Run-Off Companies Byelaw (No. 2 of 1995)	285	
115	Individual Registration Byelaw (No. 13 of 1996)	320	
116	Approval of Correspondents Regulation (No. 4 of 1990)	815	
200	The Underwriting Agents Byelaw (No. 4 of 1984)	126	
201	The Syndicate Premium Income Byelaw (No. 6 of 1984)	128	
202	Lloyd’s Brokers Byelaw (No. 5 of 1988)	167	
203	Umbrella Arrangements Byelaw (No. 6 of 1988)	168	
204	Solvency and Reporting Byelaw (No. 13 of 1990)	203	
205	Membership (Overseas Deposits) Byelaw (No. 2 of 1992)	219	
206	Membership Byelaw (No. 17 of 1993)	250	
207	Lloyd’s Advisers Byelaw (No. 19 of 1993)	252	
208	Run-off Companies Byelaw (No. 2 of 1995)	285	
300	Substitute Agents Byelaw (No. 20 of 1983)	120	
301	Information Relevant to the Operation of Sections 10, 11 and 12 of the Lloyd’s Act 1982 (No. 1 of 1984)	123	
302	The Disclosure of Interests Byelaw (No. 3 of 1984)	125	
303	The Underwriting Agents Byelaw (No. 4 of 1984)	126	
304	The Agency Agreements Byelaw (No. 1 of 1985)	133	
305	The Reinsurance to Close Byelaw (No. 6 of 1985)	138	
306	The Related Parties Byelaw (No. 2 of 1986)	142	
307	Lloyd’s Brokers Byelaw (No. 5 of 1998)	167	
308	Umbrella Arrangements Byelaw (No. 6 of 1988)	168	
309	Members’ Agents (Information) Byelaw (No. 7 of 1988)	169	
310	Agency Agreements Byelaw (No. 8 of 1988)	170	
311	Multiple Syndicates Byelaw (No. 5 of 1989)	177	
312	Run-off Years of Account Byelaw (No. 17 of 1989)	189	
313	Insurance Intermediaries Byelaw (No. 8 of 1990)	198	
314	Binding Authorities Byelaw (No. 9 of 1990)	199	
315	Run-off Accounts (Intermediaries) Byelaw (No. 10 of 1991)	213	
316	Members’ Agents (Australia) Byelaw (No. 14 of 1992)	231	
317	Reinsurance to Close (Restriction) Byelaw (No. 15 of 1993)	248	
318	Membership, Central Fund and Subscriptions (Miscellaneous Provisions) Byelaw (No. 16 of 1993)	249	
319	Membership Byelaw (No. 17 of 1993)	250	
320	Lloyd’s Advisers Byelaw (No. 19 of 1993)	252	
321	Pool Reinsurance Company Limited (Intermediaries) Byelaw (No. 23 of 1993)	256	
322	Members’ Agent Pooling Arrangement Byelaw (No. 30 of 1993)	263	
323	Lloyd’s 1994 Claims Scheme Byelaw (No. 4 of 1994)	269	
324	Syndicate Meetings Byelaw (No. 11 of 1994)	276	
325	Notice of Proposed Arrangements Byelaw (No. 12 of 1994)	277	
326	Syndicate Accounting Byelaw (No. 18 of 1994)	283	
327	Run-off Companies Byelaw (No. 2 of 1995)	285	
328	Price Sensitive Information Byelaw (No. 19 of 1995)	302	
329	Conversion and Related Arrangements Byelaw (No. 22 of 1996)	329	
330	Core Principles Byelaw (No. 34 of 1996)	341	
331	Auction Byelaw (No. 14 of 1997)	364	
332	Major Syndicate Transactions Byelaw (No. 18 of 1997)	368	
333	Syndicate Pre-emption Byelaw (No. 19 of 1997)	369	
334	MAPA Reporting Byelaw (No. 23 of 1997)	373	
335	The Syndicate Premium Income (Monitoring) Regulation (No. 1 of 1984)	801	
336	Following Year Underwriting Regulation (No. 3 of 1989)	810	
337	Financial Guarantee Insurance Regulation (No. 4 of 1989)	811	
338	Personal Stop Loss Reinsurance Regulation (No. 2 of 1990)	813	
339	Insurance Intermediaries Regulation (No. 3 of 1990)	814	
340	Binding Authorities Regulation (No. 5 of 1990)	816	
341	Transitional and Conversion Arrangements (Corporate Member) Regulation (No. 1 of 1994)	828	
400	Inquiries and Investigations Byelaw (No. 3 of 1983)	103	
401	Miscellaneous Matters Byelaw (No. 15 of 1983)	115	
402	Issue of Proceedings by Council Byelaw (No. 18 of 1983)	118	
403	Suspension: Supplementary and Consequential Matters Byelaw (No. 19 of 1983)	119	
404	Disclosure by Direction Byelaw (No. 21 of 1983)	121	
405	The Underwriting Agents Byelaw (No. 4 of 1984)	126	
406	Review Powers Byelaw (No. 5 of 1986)	145	
407	Administrative Suspension Byelaw (No. 7 of 1987)	153	
408	The Members’ Ombudsman Byelaw (No. 13 of 1987)	159	
409	Lloyd’s Brokers Byelaw (No. 5 of 1988)	167	
410	Umbrella Arrangements Byelaw (No. 6 of 1988)	168	
411	Insurance Ombudsman Bureau Byelaw (No. 1 of 1989)	173	
412	Misconduct (Reporting) Byelaw (No. 11 of 1989)	183	
413	Members’ Compensation Scheme Byelaw (No. 15 of 1989)	187	
414	The Lloyd’s Arbitration Scheme (Members and Underwriting Agents Arbitration Scheme) Byelaw (No. 15 of 1992)	232	
415	Membership Byelaw (No. 17 of 1993)	250	
416	Lloyd’s Advisers Byelaw (No. 19 of 1993)	252	
417	Information and Confidentiality Byelaw (No. 21 of 1993)	254	
418	Misconduct and Penalties Byelaw (No. 30 of 1996)	337	
419	Disciplinary Committees Byelaw (No. 31 of 1996)	338	
420	Appeal Tribunal Byelaw (No. 32 of 1996)	339	
421	Council Stage of Disciplinary Proceedings etc. Byelaw (No. 33 of 1996)	340	
500	Interpretation Byelaw (No. 1 of 1983)	101	
501	Promulgation of Byelaws and Regulations Byelaw (No. 9 of 1983)	109	
502	Maintenance of Byelaws and Regulations Byelaw (No. 14 of 1983)	114	
503	Miscellaneous Matters Byelaw (No. 15 of 1983)	115	
504	Suspension from Membership of the Council, the Committee and any Sub-Committee Byelaw (No. 16 of 1983)	116	
505	The Underwriting Agents Byelaw (No. 4 of 1984)	126	
506	The Central Fund Byelaw (No. 4 of 1986)	144	
507	The PCW Syndicates (Exemptions and Miscellaneous Provisions) Byelaw (No. 6 of 1987)	152	
508	Lloyd’s Brokers Byelaw (No. 5 of 1988)	167	
509	Umbrella Arrangements Byelaw (No. 6 of 1988)	168	
510	Powers of Charging Byelaw (No. 12 of 1990)	202	
511	Quorums and Appointments of Committees and Sub-Committees Byelaw (No. 8 of 1992)	225	
512	High Level Stop Loss Fund Byelaw (No. 12 of 1992)	229	
513	Council Members and Others (Indemnification) Byelaw (No. 3 of 1993)	236	
514	Membership, Central Fund and Subscriptions (Miscellaneous Provisions) Byelaw (No. 16 of 1993)	249	
515	Membership Byelaw (No. 17 of 1993)	250	
516	Lloyd’s Advisers Byelaw (No. 19 of 1993)	252	
517	Members of the Council (Remuneration) Byelaw (No. 28 of 1993)	261	
518	Run-off Companies Byelaw (No. 2 of 1995)	285	
519	Reconstruction and Renewal Byelaw (No. 22 of 1995)	305	
520	Annual and Extraordinary General Meetings Byelaw (No. 17 of 1996)	324	
521	Council and Committee Byelaw (No. 18 of 1996	325	
522	New Central Fund Byelaw (No. 23 of 1996)	330	
523	High Level Stop Loss Fund (Winding Up) Byelaw (No. 25 of 1996)	332	
524	Lloyd’s Japan Inc. Byelaw (No. 2 of 1997)	352	

Table of Destinations 

Old		New	
101	Interpretation Byelaw (No. 1 of 1983)	500	
103	Inquiries and Investigations Byelaw (No. 3 of 1983)	400	
109	Promulgation of Byelaws and Regulations Byelaw (No. 9 of 1983)	501	
114	Maintenance of Byelaws and Regulations Byelaw (No. 14 of 1983)	502	
115	Miscellaneous Matters Byelaw (No. 15 of 1983)	503	
116	Suspension from Membership of the Council, the Committee and any Sub-Committee Byelaw (No. 16 of 1983)	504	
118	Issue of Proceedings by Council Byelaw (No. 18 of 1983)	402	
119	Suspension: Supplementary and Consequential Matters Byelaw (No. 19 of 1983)	403	
120	Substitute Agents Byelaw (No. 20 of 1983)	300	
121	Disclosure by Direction Byelaw (No. 21 of 1983)	404	
122	Register of Members Byelaw (No. 22 of 1983)	100	
123	Information Relevant to the Operation of Sections 10, 11 and 12 of the Lloyd’s Act 1982 (No. 1 of 1984)	301	
125	The Disclosure of Interests Byelaw (No. 3 of 1984)	302	
126	The Underwriting Agents Byelaw (No. 4 of 1984)	101	
128	The Syndicate Premium Income Byelaw (No. 6 of 1984)	201	
132	The Syndicate Audit Arrangements Byelaw (No. 10 of 1984)	102	
133	The Agency Agreements Byelaw (No. 1 of 1985)	304	
138	The Reinsurance to Close Byelaw (No. 6 of 1985)	305	
140	The Lloyd’s Introductory Test (No. 8 of 1985)	104	
142	The Related Parties Byelaw (No. 2 of 1986)	306	
144	The Central Fund Byelaw (No. 4 of 1986)	506	
145	Review Powers Byelaw (No. 5 of 1986)	406	
152	The PCW Syndicates (Exemptions and Miscellaneous Provisions) Byelaw (No. 6 of 1987)	507	
153	Administrative Suspension Byelaw (No. 7 of 1987)	407	
155	The Membership (Entrance Fees and Annual Subscriptions) Byelaw (No. 9 of 1987)	105	
159	The Members’ Ombudsman Byelaw (No. 13 of 1987)	408	
167	Lloyd’s Brokers Byelaw (No. 5 of 1988)	106	
168	Umbrella Arrangements Byelaw (No. 6 of 1988)	107	
169	Members’ Agents (Information) Byelaw (No. 7 of 1988)	309	
170	Agency Agreements Byelaw (No. 8 of 1988)	310	
173	Insurance Ombudsman Bureau Byelaw (No. 1 of 1989)	411	
177	Multiple Syndicates Byelaw (No. 5 of 1989)	311	
178	Lloyd’s Market Certificate Byelaw (No. 6 of 1989)	109	
183	Misconduct (Reporting) Byelaw (No. 11 of 1989)	412	
187	Members’ Compensation Scheme Byelaw (No. 15 of 1989)	413	
189	Run-off Years of Account Byelaw (No. 17 of 1989)	312	
198	Insurance Intermediaries Byelaw (No. 8 of 1990)	313	
199	Binding Authorities Byelaw (No. 9 of 1990)	314	
202	Powers of Charging Byelaw (No. 12 of 1990)	510	
203	Solvency and Reporting Byelaw (No. 13 of 1990)	204	
213	Run-off Accounts (Intermediaries) Byelaw (No. 10 of 1991)	315	
219	Membership (Overseas Deposits) Byelaw (No. 2 of 1992)	205	
225	Quorums and Appointments of Committees and Sub-Committees Byelaw (No. 8 of 1992)	511	
229	High Level Stop Loss Fund Byelaw (No. 12 of 1992)	512	
231	Members’ Agents (Australia) Byelaw (No. 14 of 1992)	316	
232	The Lloyd’s Arbitration Scheme (Members and Underwriting Agents Arbitration Scheme) Byelaw (No. 15 of 1992)	414	
236	Council Members and Others (Indemnification) Byelaw (No. 3 of 1993)	513	
241	Annual Subscribers, Associates, Substitutes and Others Byelaw (No. 8 of 1993)	110	
248	Reinsurance to Close (Restriction) Byelaw (No. 15 of 1993)	317	
249	Membership, Central Fund and Subscriptions (Miscellaneous Provisions) Byelaw (No. 16 of 1993)	514	
250	Membership Byelaw (No. 17 of 1993)	111	
252	Lloyd’s Advisers Byelaw (No. 19 of 1993)	112	
254	Information and Confidentiality Byelaw (No. 21 of 1993)	417	
256	Pool Reinsurance Company Limited (Intermediaries) Byelaw (No. 23 of 1993)	321	
261	Members of the Council (Remuneration) Byelaw (No. 28 of 1993)	517	
263	Members’ Agent Pooling Arrangement Byelaw (No. 30 of 1993)	322	
264	Underwriting Agents’ Qualifications Byelaw (No. 31 of 1993)	113	
269	Lloyd’s 1994 Claims Scheme Byelaw (No. 4 of 1994)	323	
276	Syndicate Meetings Byelaw (No. 11 of 1994)	324	
277	Notice of Proposed Arrangements Byelaw (No. 12 of 1994)	325	
283	Syndicate Accounting Byelaw (No. 18 of 1994)	326	
285	Run-Off Companies Byelaw (No. 2 of 1995)	114	
302	Price Sensitive Information Byelaw (No. 19 of 1995)	328	
305	Reconstruction and Renewal Byelaw (No. 22 of 1995)	519	
320	Individual Registration Byelaw (No. 13 of 1996)	115	
324	Annual and Extraordinary General Meetings Byelaw (No. 17 of 1996)	520	
325	Council and Committee Byelaw (No. 18 of 1996)	521	
329	Conversion and Related Arrangements Byelaw (No. 22 of 1996)	329	
330	New Central Fund Byelaw (No. 23 of 1996)	522	
332	High Level Stop Loss Fund (Winding Up) Byelaw (No. 25 of 1996)	523	
337	Misconduct and Penalties Byelaw (No. 30 of 1996)	418	
338	Disciplinary Committees Byelaw (No. 31 of 1996)	419	
339	Appeal Tribunal Byelaw (No. 32 of 1996)	420	
340	Council Stage of Disciplinary Proceedings etc. Byelaw (No. 33 of 1996)	421	
341	Core Principles Byelaw (No. 34 of 1996)	330	
352	Lloyd’s Japan Inc. Byelaw (No. 2 of 1997)	524	
364	Auction Byelaw (No. 14 of 1997)	331	
368	Major Syndicate Transactions Byelaw (No. 18 of 1997)	332	
369	Syndicate Pre-emption Byelaw (No. 19 of 1997)	333	
373	MAPA Reporting Byelaw (No. 23 of 1997)	334	
801	The Syndicate Premium Income (Monitoring) Regulation (No. 1 of 1984)	335	
810	Following Year Underwriting Regulation (No. 3 of 1989)	336	
811	Financial Guarantee Insurance Regulation (No. 4 of 1989)	337	
813	Personal Stop Loss Reinsurance Regulation (No. 2 of 1990)	338	
814	Insurance Intermediaries Regulation (No. 3 of 1990)	339	
815	Approval of Correspondents Regulation (No. 4 of 1990)	116	
816	Binding Authorities Regulation (No. 5 of 1990)	340	
828	Transitional and Conversion Arrangements (Corporate Member) Regulation (No. 1 of 1994)	341>	

Table of Lloyd's Byelaws
[References in bold type are to item numbers; those in roman type are to the paragraph, schedule or other subdivision. Item numbers in bold italic type indicate the main reference.]

Administrative Suspension Byelaw (No. 7 of 1987, 3 June 1987)	106, 53; 114, 13, Sch. 3; 115, Sch. 4; 117, Sch. 2; 204, 15, Sch. 2; 336, Sch.; 407	
Agency Agreements Byelaw (No. 1 of 1985, 11 March 1985)	304; 309, 6 Note; 324, 3, Sch. 1; 326, Sch. 1; 329, 4; 413, Sch.	
Agency Agreements Byelaw (No. 8 of 1988, 7 December 1988)	111, 21, Sch.; 309, 6 Note; 310; 311, Sch. 1, 1; 316; 324, Sch. 1; 325, Sch.; 326, Sch. 1, 9; 329, 4; 331, 2, Sch.; 332, 8, 9, 10, Sch. 1, 2, 4; 333, 3, Sch. 1; 336, Sch.; 338, Sch.; 342, 2; Sch.; 345, 2, Sch.; 346, 9; 349, 6; 413, Sch.; 414, 1, 4; 418, Sch. 2; 420, Sch. 3; 512; 514, 2; 527, Sch. 2	
Annual and Extraordinary General Meetings Byelaw (No. 17 of 1996, 14 May 1996)	520 	
Annual Subscribers Byelaw (No. 15 of 2000, 4 October 2000)	122 	
Annual Subscribers, Associates, Substitutes and Others Byelaw (No. 8 of 1993)	110; 420, Sch. 3	
Appeal Tribunal Byelaw (No. 32 of 1996, 7 August 1996)	117, Sch. 2; 123, 17; 332, 7; 349, 8; 419; Sch. 1, 420; 421, Sch. 2; 422, 4; 423, 15; 525, 19, 36	
Appeal Tribunal (Amendment) Byelaw (No. 22 of 2000), 6 December 2000	421A 	
Assignment of Syndicate Participations (Second Nomination) Byelaw (No. 6 of 2000)	349 	
Auction Byelaw (No. 14 of 1997, 17 April 1997)	331; 332, 10; 333, 3; 342, Sch.; 345, Sch.; 349, 9; 510 	
Audit Arrangements Byelaw (No. 7 of 1998)	117 	
Bilateral Arrangements Byelaw (No. 4 of 1999)	345; 349, 12 	
Bilateral Arrangements (1998) Byelaw (No. 8 of 1998)	342 	
Binding Authorities Byelaw (No. 9 of 1990, 3 October 1990)	111, Sch.; 116, Sch.; 123, 16; 311, Sch. 2, 3; 314; 326, Sch. 1; 340, 1; 525, Sch.; 527, Sch. 2	
Central Accounting Byelaw (No. 20 of 1998)	420, 1; 525; 527, Sch. 2 	
Central Fund Byelaw (No. 4 of 1986, 14 July 1986)	111, 40, Sch.; 204, Sch. 1, Sch. 3, 11, 15, Sch. 4, 11, 5, Sch. 1, 3; 309, Sch. 1; 310, Sch. 1; 324, Sch. 3; 418, Sch. 2; 506; 514, 1, 2, 4, 5; 519, 2, 11, 13, 15, Sch.; 522, Sch. 1, Sch. 3; 523, 5	
Conversion and Related Arrangements Byelaw (No. 22 of 1996, 5 June 1996)	329; 332, 6, 10, Sch. 2, 3; 333, 3; 346, 8, Sch. 1, 2; 349, 7; 522, Sch. 2	
Core Principles Byelaw (No. 34 of 1996, 7 August 1996)	330 	
Council and Committee Byelaw (No. 18 of 1996, 14 May 1996)	521 	
Council Members and Others (Indemnification) Byelaw (No. 3 of 1993, 3 February 1993)	513 	
Council Stage of Disciplinary Proceedings Etc. Byelaw (No. 33 of 1996, 7 August 1996)	418, Sch. 2; 421	
Disciplinary Committees Byelaw (No. 31 of 1996, 7 August 1996)	418, Sch. 1, Sch. 2; 419; 420, Sch. 1; 421, Sch. 1, Sch. 2	
Disclosure by Direction Byelaw (No. 21 of 1983, 18 July 1983)	114, Sch. 3; 404; 418, Sch. 2	
Disclosure of Interests Byelaw (No. 3 of 1984, 9 April 1984)	302; 309, Sch. 2 	
Fit and Proper Person Determination Byelaw (No. 23 of 2000), 6 December 2000	422 	
High Level Stop Loss Fund Byelaw (No. 12 of 1992, 7 October 1992)	326, Sch. 9; 512; 522, Sch. 3; 523, 1	
High Level Stop Loss Fund (Winding Up) Byelaw (No. 25 of 1996, 3 July 1996)	523 	
Individual Registration Byelaw (No. 13 of 1996, 17 April 1996)	115; 330, Sch. 1; 420, Sch. 3 	
Individual Registration Byelaw (No. 3 of 1998, 4 February 1998)	115; 526, 11 	
Information and Confidentiality Byelaw (No. 21 of 1993, 8 September 1993)	111, 52; 112, 32; 114, Sch. 3; 115, 2; 417; 418, Sch. 2; 500, 2A; 525, 23	
Information Relevant to the Operation of Sections 10, 11 and 12 of Lloyd’s Act 1982 Byelaw (No. 1 of 1984, 9 January 1984)	301 	
Inquiries and Investigations Byelaw (No. 3 of 1983, 5 January 1983)	107, 28, Sch. 2; 114, Sch. 3; 115, Sch. 4; 400; 407, 10; 418, Sch. 2	
Insurance Intermediaries Byelaw (No. 8 of 1990, 4 July 1990)	116, Sch.; 313; 314, Explan. Note, Sch.; 339, 2, 3, 5, Sch. 2, Sch. 3, Sch. 4; 340, 4	
Insurance Ombudsman Bureau Byelaw (No. 1 of 1989, 11 January 1989)	114, Sch. 3; 411; 418, Sch. 2 	
Interpretation Byelaw (No. 1 of 1983, 5 January 1983)	500; 522, Sch. 3; 526, 5; 527, Sch. 2 	
Issue of Proceedings by Council Byelaw (No. 18 of 1983, 6 June 1983)	114, Sch. 3; 115, Sch. 4; 402; 423, 14	
Lloyd’s Advisers Byelaw (No. 19 of 1993)	111, Sch.; 112; 115, Sch. 3; 310, Sch. 4, 1; 328, Sch. 2; 418, Sch. 2; 420, Sch. 3; 500, 1; 519, Sch.	
Lloyd’s Arbitration Scheme (Members and Underwriting Agents Arbitration Scheme) Byelaw (No. 15 of 1992, 7 October 1992)	115, Sch. 4; 414 	
Lloyd’s Asia Byelaw (No. 17 of 1999, 9 November 1999)	348 	
Lloyd’s Brokers Byelaw (No. 5 of 1988, 6 July 1988)	106; 107, 9, 18, 20, 21, 30, Sch. 1, Sch. 2; 114, Sch. 1, 4; 115, Sch. 2, Sch. 3; 116, Sch.; 117, Sch. 2; 123, 13; 313, Sch. 1; 314, Sch.; 319, Sch.; 417, Sch. 2.2; 418, Sch. 2; 420; Sch. 3; 527, Sch. 2; 528, Sch. 2	
Lloyd’s Brokers Byelaw (No. 17 of 2000), 6 December 2000	123 	
Lloyd’s Claims Byelaw (No. 12 of 2000, 21 August 2000)	528 	
Lloyd’s Introductory Test Byelaw (No. 8 of 1985, 9 December 1985)	104 	
Lloyd’s Japan Inc. Byelaw (No. 2 of 1997, 5 February 1997)	524 	
Lloyd’s Market Certificate Byelaw (No. 6 of 1989, 10 May 1989)	101, 50, 53, 53A; 109 	
Lloyd’s Policy Signing Office Byelaw (No. 11 of 2000, 22 June 2000)	527 	
Lloyd’s 1994 Claims Scheme Byelaw (No. 4 of 1994, 13 April 1994)	323; 418, Sch. 2; 527, Sch. 2 	
Maintenance of Byelaws and Regulations Byelaw (No. 14 of 1983, 7 February 1983)	502 	
Major Syndicate Transactions Byelaw (No. 18 of 1997, 14 May 1997)	332; 346, 5, 7, 10; 349, 10 	
Mandatory Offer Byelaw (No. 5 of 1999, 14 April 1999)	346; 349, 13 	
MAPA Reporting Byelaw (No. 23 of 1997, 2 July 1997)	334 	
Members of the Council (Remuneration) Byelaw (No. 28 of 1993)	517 	
Members’ Agent Pooling Arrangements Byelaw (No. 30 of 1993, 8 December 1993)	322; 324, Sch. 1; 334, Sch. 1; 418, Sch. 2	
Members’ Agents (Australia) Byelaw (No. 14 of 1992, 7 October 1992)	316; 418, Sch. 2 	
Members’ Agents (Information) Byelaw (No. 7 of 1988, 7 September 1988)	309; 326, Sch. 9; 334, Sch. 3; 418, Sch. 2; 512, 19; 522, Sch. 3	
Members’ Compensation Scheme Byelaw (No. 15 of 1989, 6 December 1989)	413 	
Members’ Ombudsman Byelaw (No. 13 of 1987, 2 December 1987)	115, Sch. 4; 323; 326, Sch. 9; 408 	
Membership Byelaw (No. 17 of 1993, 8 September 1993)	101, 1; 111; 114, Sch. 1; 115, Sch. 4; 123, 18; 300, 7; 310, Sch. 1; 329, 4, Sch.; 331, 5, Sch.; 333, Sch. 1; 342, 10; 345, 10; 346, Sch. 1; 418, Sch. 2; 420, Sch. 3; 500; 510, 1; 514, 2; Sch. 3, 7; Sch. 4, 1, 7.5, 7.6; 519, 14, Sch.; 520, 6; 522, 4, Sch. 3; 526, 1; 527, Sch. 2; 528, Sch. 2	
Membership, Central Fund and Subscriptions (Miscellaneous Provisions) Byelaw (No. 16 of 1993, 8 September 1993)	310, Sch. 1, 3, Sch. 3, 1(2), Sch. 4; 514; 519, 11,  14; 520, 8, Sch.; 522, 4, 5, 15	
Membership (Entrance Fees and Annual Subscriptions) Byelaw (No. 9 of 1987, 7 October 1987)	105; 310, Sch. 1, Sch. 3, 11, Sch. 4, 11.5; 319, 40; 324, 9, Sch. 3; 329, 8; 418, Sch. 2; 514, 2, 5; 519, 15	
Membership (Overseas Deposits) Byelaw (No. 2 of 1992, 4 March 1992)	205; 324, Sch. 3; 526, 8 	
Miscellaneous Matters Byelaw (No. 15 of 1983, 7 February 1983)	408, 8; 503; 510, 6 	
Misconduct and Penalties Byelaw (No. 30 of 1996, 7 August 1996)	117, Sch. 2; 334, Sch. 3; 418; 419, 4, Sch. 2; 420, 3, Sch. 1, Sch. 2; 421, Sch. 1	
Misconduct (Reporting) Byelaw (No. 11 of 1989, 5 July 1989)	412; 418, Sch. 2 	
Multiple Syndicates Byelaw (No. 5 of 1989, 10 May 1989)	101, 11; 311; 314, Sch.; 418, Sch. 2; 420, Sch. 3	
New Central Fund Byelaw (No. 23 of 1996, 5 June 1996)	522; 523, 7 	
Notice of Proposed Arrangements Byelaw (No. 12 of 1994, 7 December 1994)	325; 326, Sch. 9; 332, 9 	
PCW Syndicates (Exemptions and Miscellaneous Provisions) Byelaw (No. 6 of 1987, 3 June 1987)	507 	
Pool Reinsurance Company Limited (Intermediaries) Byelaw (No. 23 of 1993, 8 September 1993)	321 	
Powers of Charging Byelaw (No. 12 of 1990, 5 December 1990)	324, Sch. 3; 510 	
Premiums Trust Fund and Regulating Trustee Byelaw (No. 22 of 1998)	526 	
Price Sensitive Information Byelaw (No. 19 of 1995, 4 October 1995)	328 	
Promulgation of Byelaws and Regulations Byelaw (No. 9 of 1983, 5 January 1983)	501 	
Proportional Reinsurance Syndicates Byelaw (No. 9 of 1999, 9 June 1999)	347 	
Quorums and Appointments of Committees and Sub-Committees Byelaw (No. 8 of 1992, 5 August 1992)	511 	
Reconstruction and Renewal Byelaw (No. 22 of 1995, 6 December 1995)	519; 520, 18; 521, 31; 522, 15, Sch. 1, Sch. 2; 523, 3, 10	
Register of Members Byelaw (No. 22 of 1983, 19 December 1983)	100; 418, Sch. 2 	
Reinsurance to Close Byelaw (No. 6 of 1985, 9 December 1985)	305; 310, Sch. 3, 5; Sch. 4, 4; 312, Sch. 1; 527, Sch. 2	
Reinsurance to Close (Restriction) Byelaw (No. 15 of 1993, 8 September 1993)	114, Sch. 3; 317; 326, Sch. 9; 418, Sch. 2; 519, 14	
Related Parties Byelaw (No. 2 of 1986, 10 March 1986)	306; 326, Sch. 4, 6; 418, Sch. 2 	
Restitution Orders Byelaw (No. 24 of 2000), 6 December 2000	423 	
Review Powers Byelaw (No. 5 of 1986, 13 October 1986)	106, 9; 107, 25, Sch. 2; 114, 9, Sch. 3; 115, Sch. 4; 320, 6; 406; 418, Sch. 2	
Run-off Accounts (Intermediaries) Byelaw (No. 10 of 1991, 5 June 1991)	315; 326, Sch. 9 	
Run-off Companies Byelaw (No. 2 of 1995, 10 January 1995)	114; 115, Sch. 2, Sch. 3; 328, Sch. 1, 2; 418, Sch. 2; 420, Sch. 3; 510, 1; 519, Sch.; 525, Sch.; 527, Sch. 2; 528, Sch. 2	
Run-off Years of Account Byelaw (No. 17 of 1989, 6 December 1989)	312; 326, Sch. 6; 418, Sch. 2; 420, Sch. 3; 519, 14	
Solvency and Reporting Byelaw (No. 13 of 1990, 5 December 1990)	117, 6; 204; 326, Sch. 9; 407, 6, Sch. 1; 418, Sch. 2; 522, Sch. 3; 523, 5	
Substitute Agents Byelaw (No. 20 of 1983, 18 July 1983)	101, 1; 115, Sch. 4; 116, Sch.; 117, Sch. 1; 300; 309, Sch. 1; 310, Sch. 1, 1, Sch. 2, 1, Sch. 3, 1, Sch. 4, 1; 314, Sch.; 326, Sch. 1; 328, Sch. 1; 329, Sch.; 512, Sch.; 519, Sch.; 522, Sch.; 525, Sch.; 526, 6	
Suspension from Membership of the Council, the Committee, and any Sub-Committee Byelaw (No. 16 of 1983, 7 February 1983)	504 	
Suspension: Supplementary and Consequential Matters Byelaw (No. 19 of 1983, 18 July 1983)	114, Sch. 3; 115, Sch. 4; 403; 407, 14; 418, 5, Sch. 2	
Syndicate Accounting Byelaw (No. 18 of 1994, 20 December 1994)	117, 6; Sch. 1; 326; 332, 10; 334, 2, Sch. 1; 510, 1; 519, 14; 522, Sch. 3; 523, 1	
Syndicate Audit Arrangements Byelaw (No. 10 of 1984, 10 December 1984)	102; 117, 16; 324, 9, Sch. 3; 326, Sch. 1, 9; 336, Sch.; 418, Sch. 2; 420. Sch. 3; 519, 12	
Syndicate Meetings Byelaw (No. 11 of 1994, 7 December 1994)	114, Sch. 1; 117, 6; Sch. 1; 324; 326, Sch. 9; 332, 9	
Syndicate Pre-emption Byelaw (No. 19 of 1997, 23 May 1997)	333; 342, 7; 345, 7; 346, 5; 349, 11 	
Syndicate Premium Income Byelaw (No. 6 of 1984, 6 August 1984)	111, Sch.; 115, Sch. 4; 201; 310, Sch. 2, 1, Sch. 3, 1, Sch. 4, 1; 324, Sch. 3; 335, 1, 3; 338, Sch.; 346, Sch.; 413, Sch.; 418, Sch. 2; 420, Sch. 3; 514, 1; 519, 14; 522, Sch. 3; 527, Sch. 2	
Training and Development Byelaw (No. 23 of 1998)	343 	
Umbrella Arrangements Byelaw (No. 6 of 1988, 6 July 1988)	106, 4, 47; 347, 8; 107, Explan. Note, Sch. 2; 123, 14; 308; 406, Note; 418, Sch. 2; 420, Sch. 3; 519, Sch. 525, 2, Sch.; 527, Sch. 2; 528, Sch. 2	
Underwriting Agents Byelaw (No. 4 of 1984, 14 May 1984)	101, 106, 16; 109, Explan. Note, 10, Sch.; 111, Sch.; 112, 12, 34, Sch.; 115, Sch. 2, 3; 116, Sch.; 117, Sch. 1; Sch. 2; 123, 15; 204, Sch. 1; 305; 306, Sch. 1, 1; 309, Sch. 1; 310, 1, Sch. 1, 1, Sch. 2, 1, Sch. 3, 1, Sch. 4, 1; 311, 9, 14, Sch. 1, 1; 312, 17, 20, Sch. 1; 313, Sch. 1; 314, Sch.; 316, Sch.; 326, Sch. 1, 9; 328, Sch. 1, 2; 329, 8, Sch.; 330, Sch. 1; 334, Sch. 2; 336, Sch.; 338, Sch.; 347, Sch. 2; 411, 1; 413, Sch.; 417, Sch. 2, 2; 418, Sch. 2; 420, Sch. 3; 506, Sch.; 512, Sch.; 525, Sch.; 526, 7; 527, Sch. 2; 528, Sch. 2	
Underwriting Agents (Amendment No. 16) Byelaw (No. 15 of 1999, 8 September 1999)	120 	
Underwriting Agents’ Qualifications Byelaw (No. 31 of 1993)	113 	
Waiver Byelaw (No. 3 of 1999)	344 	

Table of Lloyd's Regulations
[References in bold type are to item numbers; those in roman type are to the paragraph, schedule or other subdivision. Item numbers in bold italic type indicate the main reference.]

Approval of Correspondents Regulation (No. 4 of 1990, 3 October 1990)	116; 123, 20; 340, 4; 527, Sch. 2	
Binding Authorities Regulation (No. 5 of 1990, 3 October 1990)	340 	
Financial Guarantee Insurance Regulation (No. 4 of 1989, 27 September 1989)	337 	
Following Year Underwriting Regulation (No. 3 of 1989, 26 July 1989)	336 	
Insurance Intermediaries Regulation (No. 3 of 1990, 4 July 1990)	339; 527, Sch. 2 	
Personal Stop Loss Reinsurance Regulations (No. 2 of 1990, 20 June 1990)	338; 512, Sch.; 420, Sch. 3 	
Syndicate Premium Income (Monitoring) Regulation (No. 1 of 1984, 6 August 1984)	335 	
Transitional and Conversion Arrangements (Corporate Member) Regulation (No. 1 of 1994, 5 October 1994)	341 	

Table of Amendments
[References in bold type are to the new item numbers; those in roman type to the old item numbers.] 

1983		Item number	
5 January	1. Interpretation
Amended 24 October 1983 by a Special Resolution of the Council 
Amended 19 October 1983 by a Special Resolution of the Council 
Amended 9 April 1984 by a Special Resolution of the Council 
Amended 6 January 1993 by Byelaw No. 1 of 1993, 234 
Amended 8 September 1993 by Byelaw No. 20 of 1993, 253 
Amended 8 December 1993 by Byelaw No. 29 of 1993, 262 
Amended 6 September 1995 by Byelaw No. 16 of 1995, 299 
Amended 6 September 1995 by Byelaw No. 17 of 1995, 300 
Amended 5 June 1996 by Byelaw No. 23 of 1996, 330, 522 
Amended 10 December 1998 by Byelaw No. 22 of 1998, 526 
Amended 8 September 1999 by Byelaw No. 15 of 1999, 120 
Amended 3 July 2000 by Byelaw No. 10 of 2000 
Amended 22 June 2000 by Byelaw No. 11 of 2000, 527 	101, 500	
	2. Administrative Suspension
Amended 18 July 1984, pp 3 & 4 by a Special Resolution of the Council 
Revoked 3 June 1987 by Byelaw No. 7 of 1987, 153, 407 	102	
	3. Inquiries and Investigations
Amended 8 September 1993 by Byelaw No. 20 of 1993, 253 
Amended 17 April 1996 by Byelaw No. 13 of 1996, 320, 115 
Amended 6 May 1998 by Byelaw No. 10 of 1998 
Amended 8 September 1999 by Byelaw No. 15 of 1999, 120 
Amended 3 July 2000 by Byelaw No. 10 of 2000 
Amended 1 November 2000 by Byelaw No. 15 of 2000, 122 	103, 400	
	4. Information and Confidentiality
Amended 14 May 1984 by Byelaw No. 4 of 1984, 126, 101 
Amended 6 July 1988 by Byelaw No. 5 of 1988, 167, 106 
Amended 6 July 1988 by Byelaw No. 6 of 1988, 168, 107 
Revoked 8 September 1993 by Byelaw No. 21 of 1993, 254, 417 	104	
	5. Misconduct, Penalties and Sanctions
Amended 19 December 1983 by a Special Resolution of the Council 	105	
	6. Disciplinary Committees
Amended 5 December 1983 by a Special Resolution of the Council 
Amended 13 January 1986 by Byelaw No. 1 of 1986, 141 
Amended 4 November 1987 by Byelaw No. 12 of 1987, 158 	106	
	7. Appeal Tribunal
Amended 5 August 1985 by Byelaw No. 5 of 1985, 137 
Amended 3 October 1990 by Byelaw No. 10 of 1990, 200 
Amended 3 March 1993 by Byelaw No. 5 of 1993, 238 
Amended 8 September 1993 by Byelaw No. 20 of 1993, 253 
Revoked 4 October 1995 by Byelaw No. 18 of 1995, 301 	107	
	8. Council Stage of Disciplinary Proceedings
Amended 18 July 1983 by a Special Resolution of the Council 	108	
	9. Promulgation of Byelaws and Regulations	109, 501	
	10. Ordinary and Extraordinary General Meetings
Amended 4 March 1987 by Byelaw No. 3 of 1987, 149 
Amended 8 September 1993 by Byelaw No. 20 of 1993, 253 
Amended 8 December 1993 by Byelaw No. 26 of 1993, 259 
Amended 11 May 1994 by Byelaw No. 6 of 1994, 271 
Amended 5 July 1995 by Byelaw No. 14 of 1995, 297 
Amended 7 February 1996 by Byelaw No. 3 of 1996, 310 
Amended 6 March 1996 by Byelaw No. 7 of 1996, 314 
Revoked 14 May 1996 by Byelaw No. 17 of 1996, 324, 520 	110	
17 January	11. Quorums and Appointments of Committees and Sub-Committees
Amended 7 February 1983 by a Special Resolution of the Council 
Amended 4 March 1987 by Byelaw No. 2 of 1987, 148 
Revoked 5 August 1992 by Byelaw No. 8 of 1992, 225, 511 	111	
	12. Direct Motor Business
Revoked 4 July 1990 by Byelaw No. 8 of 1990, 198, 313 	112	
7 February	13. The Council and Committee
Amended 9 April 1984 by a Special Resolution of the Council 
Revoked 4 March 1987 by Byelaw No. 1 of 1987, 147 	113	
	14. Maintenance of Byelaws and Regulations	114, 502	
	15. Miscellaneous Matters
Amended 8 September 1993 by Byelaw No. 20 of 1993, 253 
Amended 14 May 1996 by Byelaw No. 19 of 1996, 326 
Amended 5 April 2000 by Byelaw No. 5 of 2000 
Amended 3 July 2000 by Byelaw No. 10 of 2000 	115, 503	
	16. Suspension from Membership of the Council, the Committee, and any Sub-Committee	116, 504	
	17. Deputy Chairman and Chief Executive of the Society
Revoked 3 June 1992 by Byelaw No. 5 of 1992, 222 
Amendment to Byelaw No. 11 of 1983, 111 	117	
6 June	18. Issue of Proceedings by Council
Amended 8 September 1993 by Byelaw No. 20 of 1993, 253 
Amended 17 April 1996 by Byelaw No. 13 of 1996, 320, 115 
Amended 8 September 1999 by Byelaw No. 15 of 1999, 120 
Amended 6 December 2000 by Byelaw No. 20 of 2000 
Amended 6 December 2000 by Byelaw No. 24 of 2000, 423 	118, 402	
18 July	19. Suspension: Supplementary and Consequential Matters
Amended 8 September 1993 by Byelaw No. 20 of 1993, 253 
Amended 17 April 1996 by Byelaw No. 13 of 1996, 320, 115 
Amended 8 September 1999 by Byelaw No. 15 of 1999, 120 
Amended 3 July 2000 by Byelaw No. 10 of 2000 
Amended 1 November 2000, by Byelaw No. 15 of 2000, 122 	119, 403	
	20. Substitute Agents
Amendment to Byelaw No. 8 of 1983, 108 
Amended 8 September 1993 by Byelaw No. 20 of 1993, 253 
Amended 5 October 1994 by Byelaw No. 9 of 1994, 274 
Amended 6 December 1995 by Byelaw No. 24 of 1995, 307 
Amended 17 April 1996 by Byelaw No. 13 of 1996, 320, 115 
Amended 10 December 1998 by Byelaw No. 22 of 1998, 526 
Amended 8 September 1999 by Byelaw No. 15 of 1999, 120 
Amended 3 July 2000 by Byelaw No. 10 of 2000 	120, 300	
	21. Disclosure by Direction
Amended 5 October 1994 by Byelaw No. 9 of 1994, 274 
Amended 8 September 1999 by Byelaw No. 15 of 1999, 120 
Amended 3 July 2000 by Byelaw No. 10 of 2000 	121, 404	
24 October	 Amendment to Byelaw No. 1 of 1983, 101, 500		
5 December	 Amendment to Byelaw No. 6 of 1983, 106		
	 mAmended 8 September 1993 by Byelaw No. 20 of 1993, 253		
19 December	22. The Register of Members
Amended 6 January 1993 by Byelaw No. 1 of 1993, 234 
Amendment to Byelaw No. 5 of 1983, 105 
Amended 5 February 1997 by Byelaw No. 2 of 1997, 352, 524  	122, 100	

1984		Item number	
9 January	1. Information relevant to the operation of Sections 10, 11 and 12 of Lloyd’s Act 1982, 7	123, 301	
13 February	2. 1983 Annual Reports of Syndicates
Revoked 4 November 1987 by Byelaw No. 11 of 1987, 157 

	124	
9 April	3. Disclosure of Interests
Amended 4 November 1987 by Byelaw No. 11 of 1987, 157 
para 2 revoked 
Amendment to Byelaw No. 1 of 1983, 101, 500 
Amendment to Byelaw No. 13 of 1983, 113, 503 
Amended 5 October 1994 by Byelaw No. 9 of 1994, 274 
Revoked 4 August 1999 by Byelaw No. 13 of 1999 	125, 302	
14 May	4. Underwriting Agents
Amended 1 July 1987 by Byelaw No. 8 of 1987, 154 
Amended 8 June 1988 by Byelaw No. 4 of 1988, 166 
Amended 10 May 1989 by Byelaw No. 5 of 1989, 177, 311 and Byelaw No. 6 of 1989, 178, 109 
Amended 7 June 1989 by Byelaw No. 9 of 1989, 181 
Amended 1 November 1989 by Byelaw No. 14 of 1989, 186 
Amended 6 December 1989 by Byelaw No. 18 of 1989, 190 
Amended 4 April 1990 by Byelaw No. 4 of 1990, 194 
Amended 6 January 1993 by Byelaw No. 1 of 1993, 234 
Amended 27 April 1993 by Byelaw No. 7 of 1993, 239 
Amended 1 October 1993 by Byelaw No. 21 of 1993, 254, 417 
Amended 8 December 1993 by Byelaw No. 32 of 1993, 265 
Amended 5 October 1994 by Byelaw No. 9 of 1994, 274 
Amended 7 December 1994 by Byelaw No. 13 of 1994, 278 
Amended 7 December 1994 by Byelaw No. 15 of 1994, 280 
Amended 20 December 1994 by Byelaw No. 18 of 1994, 283 
Amended 10 January 1995 by Byelaw No. 3 of 1995, 286 
Amended 5 April 1995 by Byelaw No. 8 of 1995, 291 
Amended 6 September 1995 by Byelaw No. 15 of 1995, 298 
Amended 4 October 1995 by Byelaw No. 18 of 1995, 301 
Amended 7 February 1996 by Byelaw No. 5 of 1996, 312 
Amended 29 August 1996 by Byelaw No. 36 of 1996, 343 
Amended 4 June 1997 by Byelaw No. 20 of 1997, 370 
Amended 5 August 1998 by Byelaw No. 14 of 1998 
Amended 5 November 1998 by Byelaw No. 19 of 1998 
Amended 10 December 1998 by Byelaw No. 22 of 1998, 526 
Amended 22 December 1998 by Byelaw No. 23 of 1998, 343 
Amended 12 May 1999 by Byelaw No. 9 of 1999, 347 
Amended 8 September 1999 by Byelaw No. 15 of 1999, 120 
Amended 6 October 1999 by Byelaw No. 16 of 1999 
Amended 2 February 2000 by Byelaw No. 1 of 2000 
Amended 22 June 2000 by Byelaw No. 11 of 2000, 527 
Amended 21 August 2000 by Byelaw No. 12 of 2000, 528 
Amended 1 November 2000 by Byelaw No. 15 of 2000, 122 
Amended 1 January 2001 by Byelaw No. 17 of 2000, 123 
Amended 7 March 2001 by Byelaw No. 2 of 2001 
Amended 5 December 2001 by Byelaw No. 9 of 2001 	126, 101	
	5. Recovery of Monies paid out of Lloyd’s Central Fund or the Funds and	127	
	 Property of the Society
Revoked 15 April 1985 by Byelaw No. 2 of 1985, 134 
Amendment to Byelaw No. 2 of 1983, 102 		
6 August	6. Syndicate Premium Income
Amended 6 May 1987 by Byelaw No. 5 of 1987, 151 
Amended 7 March 1990 by Byelaw No. 3 of 1990, 193 
Amended 4 September 1991 by Byelaw No. 12 of 1991, 215 
Amended 10 September 1992 by Byelaw No. 11 of 1992, 228 
Amended 3 February 1993 by Byelaw No. 2 of 1993, 235 
Amended 8 September 1993 by Byelaw No. 20 of 1993, 253 
Amended 8 September 1993 by Byelaw No. 22 of 1993, 255 
Amended 5 October 1994 by Byelaw No. 9 of 1994, 274 
Amended 4 October 1995 by Byelaw No. 18 of 1995, 301 
Amended 17 April 1996 by Byelaw No. 13 of 1996, 320, 115 
Amended 5 June 1996 by Byelaw No. 23 of 1996, 330, 522 
Amended 3 July 2000 by Byelaw No. 10 of 2000 
Amended 22 June 2000 by Byelaw No. 11 of 2000, 527 	128, 201	
	 Reg. 1 of 1984 — Syndicate Premium Income (Monitoring) Regulation
Amended 6 May 1987 by Regulation No. 1 of 1987, 147 
Amended 8 September 1993 by Regulation No. 5 of 1993, 825 
Amended 8 December 1993 by Regulation No. 7 of 1993, 827 
Amended 4 June 1997 by Regulation No. 2 of 1997, 831 	801, 335	
8 October	7. Syndicate Accounting Byelaw
Amended 10 March 1986 by Byelaw No. 2 of 1986, 142, 306 
Revoked 4 November 1987 by Byelaw No. 11 of 1987, 157 	129	
	8. Underwriting Agents (Interim Provision)
Duration expired: 23 July 1987 	130	
12 November	9. Membership
Amended 10 March 1986 by Byelaw No. 3 of 1986, 143 
Amended 4 March 1987 by Byelaw No. 4 of 1987, 150 
Amended 2 December 1987 by Byelaw No. 15 of 1987, 161 
Amended 11 May 1988 by Byelaw No. 3 of 1988, 165 
Amended 7 June 1989 by Byelaw No. 10 of 1989, 182 
Amended 6 December 1989 by Byelaw No. 16 of 1989, 188 
Amended 5 February 1991 by Byelaw No. 3 of 1991, 206 
Amended 4 September 1991 by Byelaw No. 12 of 1991, 215 
Amended 3 February 1993 by Byelaw No. 2 of 1993, 235 
Revoked and re-enacted 8 September 1993 by Byelaw No. 17 of 1993, 250, 111 	131	
10 December	10. Syndicate Audit Arrangements
Amended 17 June 1985 by Byelaw No. 3 of 1985, 135 
Amended 7 June 1989 by Byelaw No. 7 of 1989, 179 
Amended 6 January 1993 by Byelaw No. 1 of 1993, 234 
Amended 5 October 1994 by Byelaw No. 9 of 1994, 274 
Amended 7 December 1994 by Byelaw No. 11 of 1994, 276, 324 
Amended 20 December 1994 by Byelaw No. 18 of 1994, 283, 326 
Amended 3 May 1995 by Byelaw No. 10 of 1995, 293 
Amended 4 October 1995 by Byelaw No. 18 of 1995, 301 
Revoked 1 April 1998 by Byelaw No. 7 of 1995, 117 
Amended 5 November 1998 by Byelaw No. 19 of 1998  	132, 102	

1985		Item number	
11 March	1. Agency Agreements
Amended 5 October 1994 by Byelaw No. 9 of 1994, 274 	133, 304	
15 April	2. Recovery of Monies paid out of Lloyd’s Central Fund or the Funds and	134	
	 Property of the Society
Revoked and re-enacted in Byelaw No. 4 of 1986, 144, 506 		
	3. Syndicate Audit Arrangements (Amendment)
Revoked 1 April 1998 by Byelaw No. 7 of 1998 	135	
5 August	4. Binding Authorities
Amended 11 May 1988 by Byelaw No. 1 of 1988, 163 
Revoked and re-enacted 3 October 1990 by Byelaw No. 9 of 1990, 199 	136	
5 August	4. Reg. 1 of 1985 — Binding Authorities
Amended 11 May 1988 by Regulation No. 1 of 1988, 806 
Revoked and re-enacted 3 October 1990 by Regulation No. 5 of 1990, 816 	802	
	 General Cover Conditions (U.S.) prescribed under para. 4 of Reg. 1 of 1985, 802
Amended by letter dated 25 November 1985 
Amended by letter dated 18 December 1995 	1401	
	 Binding Authorities Registration Scheme
Superseded 1 March 1989 and 4 October 1990 by the Binding Authorities Registration Scheme, 1410 	1402	
	 Code of Practice: Operation of Binding Authorities
Superseded 3 October 1990 by the Code of Practice, 1411 	1403	
	 Reg. 2 of 1985 — Approval of Correspondents
Amended 3 September 1986 by Regulation No. 1 of 1986, 804   
Amended 11 May 1988 by Regulation No. 2 of 1988, 807 
Revoked and re-enacted 3 October 1990 by Regulation No. 4 of 1990, 815 	803	
	5. Appeal Tribunal (Amendment)	137	
9 December	6. Reinsurance to Close
Amended 5 March 1997 by Byelaw No. 8 of 1997, 358 
Amended 4 February 1998 by Byelaw No. 2 of 1998 
Amended 22 June 2000 by Byelaw No. 11 of 2000, 527 	138, 305	
	7. Multiple Syndicates
Revoked 10 May 1989 by Byelaw No. 5 of 1989, 177, 311 	139	
	8. Lloyd’s Introductory Test
Amended 1 November 1995 by Byelaw No. 20 of 1995, 303 
Revoked 22 December 1998 by Byelaw No. 23 of 1998, 343 	140, 104	
	 Code of Practice for Underwriting Agents and Active Underwriters
Revoked prospectively from 1 January 1992  

	1404	

1986		Item number	
13 January	1. Disciplinary Committees (Amendment)
Revoked 3 December 1997 by Byelaw No. 34 of 1997. 	141	
10 March	2. Related Parties
Amended 8 September 1999 by Byelaw No. 14 of 1999 
Amended 10 May 2000 by Byelaw No. 9 of 2000 	142, 306	
	3. Membership (Amendment)	143	
14 July	4. Central Fund
Amended 7 October 1987 by Byelaw No. 10 of 1987, 156 
Amended 7 December 1988 by Byelaw No. 9 of 1988, 171 
Amended 8 September 1993 by Byelaw No. 20 of 1993, 253 
Amended 5 October 1994 by Byelaw No. 9 of 1994, 274 
Amended 5 June 1996 by Byelaw No. 23 of 1996, 330, 522 
Amended 5 December 2001 by Byelaw No. 9 of 2001 	144, 506	
3 September	 Reg. 1 of 1986 — Approval of Correspondents (Amendment)	804	
13 October	5. Review Powers
Amended 6 July 1988 by Byelaw No. 6 of 1988, 168, 308 
Amended 3 June 1992 by Byelaw No. 5 of 1992, 222 
Amended 6 January 1993 by Byelaw No. 1 of 1993, 234 
Amended 8 September 1993 by Byelaw No. 20 of 1993, 253 
Amended 17 April 1996 by Byelaw No. 12 of 1996, 319 
Amended 17 April 1996 by Byelaw No. 13 of 1996, 320, 115 
Amended 8 September 1999 by Byelaw No. 15 of 1999, 120 
Amended 3 July 2000 by Byelaw No. 10 of 2000 	145, 406	
8 December	6. Nominated Members of the Council (Remuneration)
Amended 3 June 1992 by Byelaw No. 5 of 1992, 222 
Revoked 8 December 1993 by Byelaw No. 28 of 1993, 261  	146	

1987		Item number	
4 March	1. Council and Committee
Amended 2 December 1987 by Byelaw No. 16 of 1987, 162 
Amended 7 December 1988 by Byelaw No. 10 of 1988, 172 
Amended 6 June 1990 by Byelaw No. 5 of 1990, 195 
Amended 5 June 1991 by Byelaw No. 7 of 1991, 210 
Amended 3 June 1992 by Byelaw No. 5 of 1992, 222 
Revoked 5 August 1992 by Byelaw No. 7 of 1992, 224 	147	
	2. Quorums and Appointments of Committees and Sub-Committees (Amendment)	148	
	3. Ordinary and Extraordinary General Meetings (Amendment)
Revoked 3 December 1997 by Byelaw No. 34 of 1997 	149	
	4. Membership (Amendment No. 2)
Revoked 3 December 1997 by Byelaw No. 34 of 1997 	150	
6 May	5. Syndicate Premium Income (Amendment)	151	
	 Reg. 1 of 1987 — Syndicate Premium Income (Monitoring) (Amendment)	805	
3 June	6. PCW Syndicates (Exemptions and Miscellaneous Provisions)	152, 507	
	7. Administrative Suspension
Amended 5 December 1990 by Byelaw No. 13 of 1990, 203, 204 
Amended 5 August 1992 by Byelaw No. 9 of 1992, 226 

Amended 8 September 1993 by Byelaw No. 20 of 1993, 253 
Amended 17 April 1996 by Byelaw No. 13 of 1996, 320, 115 
Amended 1 October 1997 by Byelaw No. 29 of 1997 
Amended 3 December 1997 by Byelaw No. 33 of 1997 
Amended 8 September 1999 by Byelaw No. 15 of 1999, 120 
Amended 3 July 2000 by Byelaw No. 10 of 2000 
Amended 1 November 2000 by Byelaw No. 15 of 2000, 122 
Amended 6 December 2000 by Byelaw No. 21 of 2000 
Amended 7 February 2001 by Byelaw No. 1 of 2001 
Amended 5 December 2001 by Byelaw No. 9 of 2001 	153, 407	
1 July	8. Underwriting Agents (Amendments)	154	
7 October	9. Membership (Entrance Fees and Annual Subscriptions)
Amended 8 September 1993 by Byelaw No. 20 of 1993, 253 
Amended 5 October 1994 by Byelaw No. 9 of 1994, 274 
Amended 6 August 1997 by Byelaw No. 25 of 1997, 375 
Amended 1 November 2000 by Byelaw No. 15 of 2000, 122 	155, 105	
	10. Central Fund (Amendment)	156	
4 November	11. Syndicate Accounting
Amended 1 February 1989 by Byelaw No. 2 of 1989, 174 
Amended 16 December 1989 by Byelaw No. 17 of 1989, 189, 312 
Amended 7 February 1990 by Byelaw No. 1 of 1990, 191 
Amended 7 November 1990 by Byelaw No. 11 of 1990, 201 
Amended 9 January 1991 by Byelaw No. 2 of 1991, 205 
Amended 5 February 1991 by Byelaw No. 5 of 1991, 208 
Amended 1 May 1991 by Byelaw No. 6 of 1991, 209 
Amended 4 September 1991 by Byelaw No. 12 of 1991, 215 
Amended 4 March 1992 by Byelaw No. 1 of 1992, 218 
Amended 7 October 1992 by Byelaw No. 12 of 1992, 229, 512 
Amended 6 January 1993 by Byelaw No. 1 of 1993, 234 
Amended 8 September 1993 by Byelaw No. 20 of 1993, 253 
Amended 8 December 1993 by Byelaw No. 29 of 1993, 262 
Amended 5 October 1994 by Byelaw No. 9 of 1994, 274 
Amended 20 December 1994 by Byelaw No. 18 of 1994, 283, 326 	157	
	12. The Disciplinary Committees (Amendment)
Revoked 3 December 1997 by Byelaw No. 34 of 1997 	158	
2 December	13. Members’ Ombudsman
Amended 6 January 1993 by Byelaw No. 1 of 1993, 234 
Amended 3 June 1992 by Byelaw No. 5 of 1992, 222 
Amended 8 September 1993 by Byelaw No. 20 of 1993, 253 
Amended 2 March 1994 by Byelaw No. 3 of 1994, 268 
Amended 20 December 1994 by Byelaw No. 18 of 1994, 283, 326 
Amended 17 April 1996 by Byelaw No. 13 of 1996, 320, 115 
Amended 8 September 1999 by Byelaw No. 15 of 1999, 120 
Amended 1 November 2000 by Byelaw No. 15 of 2000, 122 
Amended 5 December 2001 by Byelaw No. 9 of 2001 	159, 408	
	14. Modified Arbitration Procedure
Revoked 7 October 1992 by Byelaw No. 15 of 1992, 232, 414 	160	
	15. Membership (Amendment No. 3)
Revoked 3 December 1997 by Byelaw No. 34 of 1997 	161	
	16. Council and Committee (Amendment)	162	

1988		Item number	
11 May	1. Binding Authorities (Amendment)	163	
	2. Council Members (Indemnification)
Amended 3 June 1992 by Byelaw No. 5 of 1992, 222 
Amended 6 January 1993 by Byelaw No. 1 of 1993, 234 
Revoked and re-enacted with amendments 3 February 1993 by Byelaw No. 3 of 1993, 236, 513 	164	
	3. Membership (Amendment No. 4)
Revoked 3 December 1997 by Byelaw No. 34 of 1997 	165	
	 Reg. 1 of 1988 — Binding Authorities (Amendment)	806	
	 Reg. 2 of 1988 — Approval of Correspondents (Amendment No. 2)	807	
8 June	4. Underwriting Agents (Amendment)	166	
6 July	5. Lloyd’s Brokers
Amended 7 June 1989 by Byelaw No. 8 of 1989, 180 
Amended 4 October 1989 by Byelaw No. 13 of 1989, 185 
Amended 6 June 1990 by Byelaw No. 6 of 1990, 196 
Amended 5 June 1991 by Byelaw No. 9 of 1991, 212 
Amended 4 December 1991 by Byelaw No. 14 of 1991, 217 
Amended 4 November 1992 by Byelaw No. 16 of 1992, 233 
Amended 1 October 1993 by Byelaw No. 21 of 1993, 254, 417 
Amended 7 December 1984 by Byelaw No. 15 of 1984, 280 
Amended 10 January 1985 by Byelaw No. 2 of 1985, 285, 114 
Amended 6 September 1995 by Byelaw No. 16 of 1995, 299 
Amended 4 October 1995 by Byelaw No. 18 of 1995, 301 
Amended 7 February 1996 by Byelaw No. 4 of 1996, 311 
Amended 3 July 2000 by Byelaw No. 10 of 2000 
Amended 22 June 2000 by Byelaw No. 11 of 2000, 527 

Amended 21 August 2000 by Byelaw No. 12 of 2000, 528 
Revoked 1 January 2001 by Byelaw No. 17 of 2000, 123 	167, 106	
	6. Umbrella Arrangements
Amended 6 June 1990 by Byelaw No. 7 of 1990, 197 

Amended 1 October 1993 by Byelaw No. 21 of 1993, 254, 417 
Amended 4 October 1995 by Byelaw No. 18 of 1995, 301 
Amended 3 July 2000 by Byelaw No. 10 of 2000 
Amended 22 June 2000 by Byelaw No. 11 of 2000, 527 
Amended 21 August 2000 by Byelaw No. 12 of 2000, 528 
Revoked 1 January 2001 by Byelaw No. 17 of 2000, 123 	168, 107	
	 Code of Practice for Lloyd’s Brokers	1405	
7 September	7. Members’ Agents (Information)
Amended 1 March 1989 by Byelaw No. 4 of 1989, 176 
Amended 8 September 1993 by Byelaw No. 20 of 1993, 253 
Amended 20 December 1994 by Byelaw No. 18 of 1994, 283, 326 
Amended 1 February 1995 by Byelaw No. 4 of 1995, 287 
Amended 5 June 1996 by Byelaw No. 23 of 1996, 330, 522 
Amended 3 July 1996 by Byelaw No. 24 of 1996, 331 
Revoked in part by Byelaw No. 23 of 1997, 373 
Amended 5 November 1998 by Byelaw No. 19 of 1998 
Revoked 4 August 1999 by Byelaw No. 13 of 1999 	169, 309	
	 Code of Practice: “Know your Principal” Guidelines for Members’ Agents at Lloyd’s
Amended 7 October 1992 by Byelaw No. 12 of 1992, 229, 512 	1406	
7 December	8. Agency Agreements
Amended 7 March 1990 by Byelaw No. 2 of 1990, 192 
Amended 9 January 1991 by Byelaw No. 1 of 1991, 204 
Amended 29 April 1992 by Byelaw No. 4 of 1992, 221 
Amended 7 October 1992 by Byelaw No. 12 of 1992, 229, 512 
Amended 7 October 1992 by Byelaw No. 13 of 1992, 230 
Amended 21 April 1993 by Byelaw No. 6 of 1993, 239 
Amended 8 September 1993 by Byelaw No. 18 of 1993, 251 
Amended 8 December 1993 by Byelaw No. 29 of 1993, 262 
Amended 5 January 1994 by Byelaw No. 1 of 1994, 266 
Amended 28 April 1994 by Byelaw No. 5 of 1994, 270 
Amended 5 October 1994 by Byelaw No. 9 of 1994, 274 
Amended 20 December 1994 by Byelaw No. 18 of 1994, 283, 326 
Amended 10 January 1995 by Byelaw No. 1 of 1995, 284 
Amended 5 April 1995 by Byelaw No. 6 of 1995, 289 
Amended 5 July 1995 by Byelaw No. 13 of 1995, 296 
Amended 4 October 1995 by Byelaw No. 18 of 1995, 301 
Amended 17 January 1996 by Byelaw No. 1 of 1996, 308 
Amended 25 April 1996 by Byelaw No. 14 of 1996, 321 
Amended 5 June 1996 by Byelaw No. 21 of 1996, 328 
Amended 22 January 1997 by Byelaw No. 1 of 1997, 351 
Amended 10 April 1997 by Byelaw No. 10 of 1997, 360 
Amended 14 May 1997 by Byelaw No. 18 of 1997, 368, 332 
Amended 1 October 1997 by Byelaw No. 28 of 1997 
Amended 7 January 1998 by Byelaw No. 1 of 1998 
Amended 1 April 1998 by Byelaw No. 6 of 1998 
Amended 27 January 1999 by Byelaw No. 1 of 1999 
Amended 14 April 1999 by Byelaw No. 4 of 1999, 345 
Amended 14 April 1999 by Byelaw No. 6 of 1999 
Amended 4 August 1999 by Byelaw No. 13 of 1999 
Amended 8 September 1999 by Byelaw No. 15 of 1999, 120 
Amended 6 October 1999 by Byelaw No. 16 of 1999 
Amended 2 February 2000 by Byelaw No. 1 of 2000 
Amended 2 February 2000 by Byelaw No. 3 of 2000 
Amended 5 April 2000 by Byelaw No. 6 of 2000 
Amended 5 April 2000 by Byelaw No. 8 of 2000 
Amended 22 June 2000 by Byelaw No. 11 of 2000, 527 
Amended 4 April 2001 by Byelaw No. 3 of 2001 
Amended 10 April 2002 by Byelaw No. 1 of 2002 	170, 310	
	9. Central Fund (Amendment No. 2)	171	
	10. Council and Committee (Amendment No. 2)	172	

1989		Item number	
11 January	1. Insurance Ombudsman Bureau
Amended 8 September 1993 by Byelaw No. 20 of 1993, 253 
Amended 8 December 1993 by Byelaw No. 29 of 1993, 262 
Amended 5 November 1998 by Byelaw No. 19 of 1998 
Amended 8 September 1999 by Byelaw No. 15 of 1999 
Amended 3 July 2000 by Byelaw No. 10 of 2000 	173, 411	
1 February	2. Syndicate Accounting (Amendment)
Revoked 3 December 1997 by Byelaw No. 34 of 1997 	174	
	3. Members’ Ombudsman (Amendment)	175	
	 Code of Practice for Underwriting Agents: Syndicate Expenses
Amended 7 October 1991 
Amended 8 June 1994 	1407	
15 February	 Reg. 1 of 1989 — Approval of Correspondents (Amendment No. 3)	808	
	 Reg. 2 of 1989 — Binding Authorities (Amendment No. 2)	809	
1 March	4. Members’ Agents (Information) (Amendment)	176	
	 Binding Authorities Registration Scheme
Superseded 4 October 1990 by the Binding Authorities 	1408	
	 Registration Scheme, 1410		
	 Modified Arbitration Procedure Rules
Amended 3 June 1992 by Byelaws No. 5 of 1992, 222 
Amended 6 January 1993 by Byelaw No. 1 of 1993, 234 	1409	
10 May	5. Multiple Syndicates
Amended 2 August 1989 by Byelaw No. 12 of 1989, 184 
Amended 5 February 1991 by Byelaw No. 4 of 1991, 207 
Amended 4 September 1991 by Byelaw No. 12 of 1991, 215 
Amended 8 September 1993 by Byelaw No. 20 of 1993, 253 
Amended 5 October 1994 by Byelaw No. 9 of 1994, 274 
Amended 20 December 1994 by Byelaw No. 18 of 1994, 283, 326 
Amended 14 June 1995 by Byelaw No. 11 of 1995, 294 
Amended 4 October 1995 by Byelaw No. 18 of 1995, 301 
Amended 5 February 1997 by Byelaw No. 5 of 1997, 355 
Amended 5 November 1998 by Byelaw No. 19 of 1998 

Amended 8 September 1999 by Byelaw No. 15 of 1999 	177, 311	
	6. Lloyd’s Market Certificate
Amended 8 December 1993 by Byelaw No. 32 of 1993, 265 
Revoked 22 December 1998 by Byelaw No. 23 of 1998, 343 	178, 109	
7 June	7. Syndicate Audit Arrangements (Amendment No. 2)
Revoked 1 April 1998 by Byelaw No. 7 of 1998 	179	
	8. Lloyd’s Brokers (Amendment)	180	
	9. Underwriting Agents (Amendment No. 3)	181	
	10. Membership (Amendment No. 5)
Revoked 3 December 1997 by Byelaw No. 34 of 1997 	182	
5 July	11. Misconduct (Reporting)
Amended 3 June 1992 by Byelaw No. 5 of 1992, 222 
Amended 6 January 1993 by Byelaw No. 1 of 1993, 234 
Amended 3 July 2000 by Byelaw No. 10 of 2000 
Amended 6 December 2000 by Byelaw No. 19 of 2000 	183, 412	
29 July	 Reg. 3 of 1989 — Following Year Underwriting
Amended 7 March 1990 by Regulation No. 1 of 1990, 812 
Amended 8 September 1993 by Regulation No. 5 of 1993, 825 
Amended 10 April 1997 by Regulation No. 1 of 1997, 830 
Amended 5 November 1998 by Byelaw No. 19 of 1998 	810, 336	
2 August	 Reg. 4 of 1989 — Financial Guarantee Insurance
Amended 12 November 1997 by Regulation No. 3 of 1997 	811, 337	
27 September	12. Multiple Syndicates (Amendment)	184	
4 October	13. Lloyd’s Brokers (Amendment No. 2)	185	
1 November	14. Underwriting Agents (Amendment No. 4)	186	
6 December	15. Members’ Compensation Scheme
Amended 8 September 1993 by Byelaw No. 20 of 1993, 253 
Amended 8 December 1993 by Byelaw No. 29 of 1993, 262 
Amended 3 April 1996 by Byelaw No. 11 of 1996, 318 
Amended 5 November 1998 by Byelaw No. 19 of 1998 
Amended 5 December 2001 by Byelaw No. 9 of 2001 	187, 413	
	16. Membership (Amendment No. 6)
Revoked 3 December 1997 by Byelaw No. 34 of 1997 	188	
	17. Run-off Years of Account
Amended 1 April 1992 by Byelaw No. 3 of 1992, 220 
Amended 27 April 1993 by Byelaw No. 7 of 1993, 240 
Amended 8 September 1993 by Byelaw No. 20 of 1993, 253 
Amended 5 October 1994 by Byelaw No. 9 of 1994, 274 
Amended 20 December 1994 by Byelaw No. 18 of 1994, 283 
Amended 4 October 1995 by Byelaw No. 18 of 1995, 301 
Amended 7 October 1998 by Byelaw No. 16 of 1998 

Amended 5 November 1998 by Byelaw No. 19 of 1998 
Amended 8 September 1999 by Byelaw No. 15 of 1999, 120 
Revoked 2 February 2000 by Byelaw No. 1 of 2000 	189, 312	
	18. Underwriting Agents (Amendment No. 5)	190	
1990	1. Syndicate Accounting (Amendment No. 2)
Revoked 3 December 1997 by Byelaw No. 34 of 1997 	191	
7 March	2. Agency Agreements (Amendment)	192	
	3. Syndicate Premium Income (Amendment No. 2)	193	
	 Reg. 1 of 1990 — Following Year Underwriting (Amendment)	812	
4 April	4. Underwriting Agents (Amendment No. 6)	194	
6 June	5. Council & Committee (Amendment No. 3)	195	
	6. Lloyd’s Brokers (Amendment No. 3)	196	
	7. Umbrella Arrangements (Amendment)	197	
20 June	 Reg. 2 of 1990 — Personal Stop Loss Reinsurance
Amended 8 September 1993 by Regulation No. 5 of 1993, 825 
Amended 20 December 1994 by Byelaw No. 18 of 1994, 283, 326 
Amended 4 October 1995 by Byelaw No. 18 of 1995, 301 
Amended 5 November 1998 by Byelaw No. 19 of 1998 
Revoked 6 October 1999 by Byelaw No. 16 of 1999 	813, 338	
4 July	8. Insurance Intermediaries
Amended 7 August 1991 by Byelaw No. 11 of 1991, 214 
Amended 3 February 1993 by Byelaw No. 2 of 1993, 235 
Amended 5 November 1998 by Byelaw No. 19 of 1998 
Amended 10 November 1999 by Byelaw No. 17 of 1999 
Amended 3 July 2000 by Byelaw No. 10 of 2000 
Amended 5 December 2001 by Byelaw No. 9 of 2001 	198, 313	
	 Reg. 3 of 1990 — Insurance Intermediaries
Amended 3 July 2000 by Byelaw No. 10 of 2000 
Amended 22 June 2000 by Byelaw No. 11 of 2000, 527 	814, 339	
3 October	9. Binding Authorities
Amended 5 February 1991 by Byelaw No. 4 of 1991, 207 
Amended 7 August 1991 by Byelaw No. 11 of 1991, 214 
Amended 3 February 1993 by Byelaw No. 2 of 1993, 235 
Amended 14 June 1995 by Regulation No. 1 of 1995, 829 
Amended 5 November 1998 by Byelaw No. 19 of 1998 
Amended 22 June 2000 by Byelaw No. 11 of 2000, 527 
Amended 1 January 2001 by Byelaw No. 17 of 2000, 123 	199, 314	
	10. Appeal Tribunal (Amendment No. 2)	200	
	 Reg. 4 of 1990 — Approval of Correspondents
Amended 5 November 1998 by Byelaw No. 19 of 1998 
Amended 22 June 2000 by Byelaw No. 11 of 2000, 527 
Amended 1 January 2001 by Byelaw No. 17 of 2000, 123 	815, 116	
	 Reg. 5 of 1990 — Binding Authorities	816, 340	
	 Code of Practice: Operation of Binding Authorities, prescribed under para. 6 of Byelaw No. 9 of 1990, 199	1411	
	 Coverholder Appraisal Form	1412	
	 Binding Authority Check List for Completion by Leading Underwriters	1413	
4 October	 Binding Authorities Registration Scheme, prescribed under para. 7 of Reg. 5 of 1990, 816	1410	
24 October	 Reg. 6 of 1990 — Lloyd’s 1991 Claim Scheme (Interim)
Amended 27 April 1993 by Reg. 4 of 1993, 824 
Amended 8 September 1993 by Regulation No. 5 of 1993, 825 
Revoked 13 April 1994 by Byelaw No. 4 of 1994, 269, 323 

	817	
7 November	11. Syndicate Accounting (Amendment No. 3)
Revoked 3 December 1997 by Byelaw No. 34 of 1997 	201	
	 Code of Practice for Member’s Agents: “Reporting to Names by Members’ Agents”	1413a	
4 December	 Lloyd’s Brokers Run-off Scheme, made under para. 5.1 of Byelaw No. 5 of 1988	1414	
5 December	12. Powers of Charging
Amended 5 October 1994 by Byelaw No. 9 of 1994, 274 
Amended 2 December 1998 by Byelaw No. 21 of 1998 	202, 510	
	13. Solvency and Reporting
Amended 5 August 1992 by Byelaw No. 10 of 1992, 227 
Amended 8 September 1993 by Byelaw No. 20 of 1993, 253 
Amended 7 December 1994 by Byelaw No. 14 of 1994, 279 
Amended 20 December 1994 by Byelaw No. 18 of 1994, 283 
Amended 7 February 1996 by Byelaw No. 6 of 1996, 313 
Amended 5 June 1996 by Byelaw No. 23 of 1996, 330, 522 
Amended 29 August 1996 by Byelaw No. 40 of 1996, 347 
Amended 5 February 1997 by Byelaw No. 6 of 1997, 356 
Amended 10 April 1997 by Byelaw No. 11 of 1997, 361 
Amended 3 December 1997 by Byelaw No. 33 of 1997 
Amended 5 November 1998 by Byelaw No. 19 of 1998 
Amended 8 September 1999 by Byelaw No. 15 of 1999, 120 
Amended 5 December 2001 by Byelaw No. 9 of 2001 
Amended 15 May 2002 by Byelaw No. 2 of 2002  	203, 204	

1991		Item number	
9 January	1. Agency Agreements (Amendment No. 2)	204	
	2. Syndicate Accounting (Amendment No. 4)
Revoked 3 December 1997 by Byelaw No. 34 of 1997 	205	
5 February	3. Membership (Amendment No. 7)
Revoked 3 December 1997 by Byelaw No. 34 of 1997 	206	
	4. Multiple Syndicates (Amendment No. 2)	207	
	5. Syndicate Accounting (Amendment No. 5)
Revoked 3 December 1997 by Byelaw No. 34 of 1997 	208	
1 May	6. Syndicate Accounting (Amendment No. 6)
Revoked 3 December 1997 by Byelaw No. 34 of 1997 	209	
5 June	7. Council and Committee (Amendment No. 4)
[Revoked 5 August 1992 by Byelaw No. 7 of 1992, 224] 	210	
	8. Loss Review
Amended 6 November 1991 by Byelaw No. 13 of 1991, 216 
Amended 8 September 1993 by Byelaw No. 20 of 1993, 253 
Amended 1 October 1993 by Byelaw No. 21 of 1993, 254 
Amended 5 October 1994 by Byelaw No. 9 of 1994, 274 
Amended 20 December 1994 by Byelaw No. 18 of 1994, 283 
Amended 1 November 1995 by Byelaw No. 21 of 1995, 304 
Amended 17 April 1996 by Byelaw No. 13 of 1996, 320, 115 
Revoked 7 May 1997 by Byelaw No. 16 of 1997, 366 	211	
	9. Lloyd’s Brokers (Amendment No. 4)	212	
	10. Run-off Accounts (Intermediaries)
Amended 20 December 1994 by Byelaw No. 18 of 1994, 283, 326 	213, 315	
7 August	11. Insurance Intermediaries (Amendment)	214	
	 Reg. 1 of 1991 — Insurance Intermediaries (Amendment)	818	
4 September	12. Syndicate Premium Income (Amendment)	215	
	 Reg. 2 of 1991 — Personal Stop Loss Reinsurance (Amendment)	819	
6 November	13. Loss Review (Amendment)
Revoked 3 December 1997 by Byelaw No. 34 of 1997 	216	
4 December	14. Lloyd’s Brokers (Amendment No. 5)	217	

1992		Item number	
4 March	1. Syndicate Accounting (Amendment No. 7)
Revoked 3 December 1997 by Byelaw No. 34 of 1997 	218	
	2. Membership (Overseas Deposits)
Amended 8 September 1993 by Byelaw No. 20 of 1993, 253 
Amended 5 October 1994 by Byelaw No. 9 of 1994, 274 
Amended 5 March 1997 by Byelaw No. 7 of 1997, 357 
Amended 6 August 1997 by Byelaw No. 24 of 1997, 374 
Amended 10 December 1998 by Byelaw No. 22 of 1998, 526 	219, 205	
1 April	3. Run-off Years of Account (Amendment)	220	
29 April	4. Agency Agreements (Amendment No. 3)	221	
3 June	5. Miscellaneous Administrative Provisions	222	
	 Reg. 1 of 1992 — Following Year Underwriting (Amendment No. 2)	820	
1 July	6. Annual Subscribers (Consortium Underwriting)	223	
5 August	7. Council and Committee
Amended 6 January 1993 by Byelaw No. 1 of 1993, 234 
Amended 8 September 1993 by Byelaw No. 14 of 1993, 247 
Amended 8 December 1993 by Byelaw No. 27 of 1993, 260 
Amended 3 August 1994 by Byelaw No. 8 of 1994, 273 
Amended 7 December 1994 by Byelaw No. 17 of 1994, 282 
Amended 26 March 1996 by Byelaw No. 9 of 1996, 316 
Revoked 14 May 1996 by Byelaw No. 18 of 1996, 325, 521 	224	
	8. Quorums and Appointments of Committees and Sub-Committees
Amended 6 January 1993 by Byelaw No. 1 of 1993, 234 	225, 511	
	9. Administrative Suspension (Amendment)	226	
	10. Solvency and Reporting (Amendment)	227	
10 September	11. Syndicate Premium Income (Amendment No. 4)	228	
7 October	12. High Level Stop Loss Fund
Amended 8 September 1993 by Byelaw No. 20 of 1993, 253 
Amended 8 December 1993 by Byelaw No. 29 of 1993, 262 
Amended 20 December 1994 by Byelaw No. 18 of 1994, 283, 326 
Amended 5 June 1996 by Byelaw No. 23 of 1996, 330, 522 
Amended 6 October 1999 by Byelaw No. 16 of 1999 
Revoked 5 December 2001 by Byelaw No. 9 of 2001 	229, 512	
	13. Agency Agreements (Amendment No. 4)	230	
	14. Members’ Agents (Australia)
Amended 8 September 1993 by Byelaw No. 20 of 1993, 253 
Amended 4 August 1999 by Byelaw No. 12 of 1999 
Amended 8 September 1999 by Byelaw No. 15 of 1999 	231, 316	
	15. The Lloyd’s Arbitration Scheme (Members and Underwriting Agents Arbitration Scheme)
Amended 3 April 1996 by Byelaw No. 10 of 1996, 317 
Amended 17 April 1996 by Byelaw No. 13 of 1996, 320, 115 
Amended 3 July by Byelaw No. 10 of 2000 
Amended 1 November 2000 by Byelaw No. 15 of 2000, 122 
Amended 5 December 2001 by Byelaw No. 9 of 2001 	232, 414	
4 November	16. Lloyd’s Brokers (Amendment No. 6)	233	

1993		Item number	
6 January	1. Miscellaneous Administrative Provisions (No. 2) Byelaw	234	
	 Reg. 1 of 1993 — Following Year Underwriting (Amendment No. 3)	821	
3 February	2. Miscellaneous Administrative Provisions (No. 3) Byelaw	235	
	3. Council Members and Others (Indemnification) Byelaw
Revoked 3 October 2001 by Byelaw No. 5 of 2001 	236, 513	
	 Reg. 2 of 1993 — Miscellaneous Administrative Provisions	822	
1 March	4. Multiple Syndicates (Amendment No. 3) Byelaw	237	
3 March	5. Appeal Tribunal (Amendment No. 3) Byelaw
Revoked 3 December 1997 by Byelaw No. 34 of 1997 	238	
	 Reg. 3 of 1993 — Approval of Correspondents (Amendment)	823	
27 April	6. Agency Agreements (Amendment No. 5)	239	
	7. Underwriting Agents (Amendment No. 7)	240	
	 Reg. 4 of 1993 — Lloyd’s Claims Scheme (Interim) (Amendment) Regulation	824	
9 June	8. Annual Subscribers, Associates, Substitutes and Others Byelaw (No. 8)
Amended 8 September 1993 by Byelaw No. 20 of 1993, 253 
Amended 4 October 1995 by Byelaw No. 18 of 1995, 301 
Revoked 1 November 2000 by Byelaw No. 15 of 2000, 122 	241, 110	
	9. Misconduct, Penalties and Sanctions Byelaw (No. 9)
Amended 8 September 1993 by Byelaw No. 20 of 1993, 253 
Amended 17 April 1996 by Byelaw No. 13 of 1996, 320, 115 
Revoked 4 December 1996 by Byelaw No. 45 of 1996, 350B 	242	
	10. Disciplinary Committees Byelaw (No. 10)
Amended 8 September 1993 by Byelaw No. 20 of 1993, 253 
Amended 20 October 1993 by Byelaw No. 25 of 1993, 258 
Amended 17 April 1996 by Byelaw No. 13 of 1996, 320, 115 
Revoked 7 August 1996 for all proceedings commenced after that date by Byelaw No. 31 of 1996, 338, 419 	243	
	11. Council Stage of Disciplinary Proceedings Etc Byelaw (No. 11)	244	
	12. Appeal Tribunal (Amendment No. 4) Byelaw (No. 12)
Revoked 3 December 1997 by Byelaw No. 34 of 1997 	245	
	13. Ordinary and Extraordinary General Meetings (Amendment No. 2) Byelaw (No. 13)	246	
8 September	14. Council and Committee (Amendment)
Amendment to Byelaw No. 7 of 1992, 224 
Revoked 3 December 1997 by Byelaw No. 34 of 1997 	247	
	15. Reinsurance to Close (Restriction)
Amended 20 December 1994 by Byelaw No. 18 of 1994, 283, 326 	248, 317	
	16. Membership, Central Fund and Subscriptions (Miscellaneous Provisions)
Amended 7 February 1996 by Byelaw No. 2 of 1996, 309 
Amended 14 May 1996 by Byelaw No. 17 of 1996, 324 
Amended 14 April 1998 by Byelaw No. 6 of 1998 	249, 514	
	17. Membership
Amendment to Byelaw No. 9 of 1984, 131 
Amended 20 September 1993 by Byelaw No. 24 of 1993, 257 
Amended 8 December 1993 by Byelaw No. 29 of 1993, 262 
Amended 7 December 1994 by Byelaw No. 15 of 1994, 280 
Amended 20 December 1994 by Byelaw No. 18 of 1994, 283 
Amended 5 July 1995 by Byelaw No. 12 of 1995, 295 
Amended 6 September 1995 by Byelaw No. 17 of 1995, 300 
Amended 4 October 1995 by Byelaw No. 18 of 1995, 301 
Amended 6 December 1995 by Byelaw No. 23 of 1995, 306 

Amended 17 April 1996 by Byelaw No. 13 of 1996, 320, 115 
Amended 5 June 1996 by Byelaw No. 23 of 1996, 330, 522 
Amended 2 October 1996 by Byelaw No. 42 of 1996, 349 
Amended 4 June 1997 by Byelaw No. 21 of 1997, 371 
Amended 1 July 1998 by Byelaw No. 11 of 1998 
Amended 2 September 1998 by Byelaw No. 15 of 1998 
Amended 5 November 1998 by Byelaw No. 19 of 1998 
Amended 10 December 1998 by Byelaw No. 22 of 1998, 526 
Amended 14 April 1999 by Byelaw No. 6 of 1999 
Amended 12 May 1999 by Byelaw No. 7 of 1999 
Amended 8 September 1999 by Byelaw No. 15 of 1999, 120 
Amended 1 December 1999 by Byelaw No. 18 of 1999 
Amended 3 July 2000 by Byelaw No. 10 of 2000 
Amended 22 June 2000 by Byelaw No. 11 of 2000, 527 
Amended 21 August 2000 by Byelaw No. 12 of 2000, 528 
Amended 1 November 2000 by Byelaw No. 15 of 2000, 122 
Amended 1 January 2001 by Byelaw No. 17 of 2000, 123 
Amended 5 December 2001 by Byelaw No. 9 of 2001 	250, 111	
	18. Agency Agreements (Amendment No. 6)
Amendment to Byelaw No. 8 of 1988, 170, 310 	251	
	19. Lloyd’s Advisers
Amended 7 December 1994 by Byelaw No. 15 of 1994, 280 
Amended 4 October 1995 by Byelaw No. 18 of 1995, 301 
Revoked 8 September 1999 by Byelaw No. 15 of 1999 	252, 112	
	20. Corporate Members (Consequential Amendments)
Amendment to Byelaw No. 1 of 1983, 101, 500 
Amendment to Byelaw No. 3 of 1983, 103 
Amendment to Byelaw No. 7 of 1983, 107 
Amendment to Byelaw No. 10 of 1983, 110 
Amendment to Byelaw No. 15 of 1983, 115, 503 
Amendment to Byelaw No. 18 of 1983, 118, 402 
Amendment to Byelaw No. 19 of 1983, 119, 403 
Amendment to Byelaw No. 20 of 1983, 120, 300 
Amendment to Byelaw No. 21 of 1983, 121 
Amendment to Byelaw No. 6 of 1984, 128, 201 
Amendment to Byelaw No. 4 of 1986, 144, 506 
Amendment to Byelaw No. 5 of 1986, 145, 406 
Amendment to Byelaw No. 7 of 1987, 153, 407 
Amendment to Byelaw No. 9 of 1987, 155, 105 
Amendment to Byelaw No. 11 of 1987, 157 
Amendment to Byelaw No. 13 of 1987, 159, 408 
Amendment to Byelaw No. 7 of 1988, 169, 309 
Amendment to Byelaw No. 1 of 1989, 173, 411 
Amendment to Byelaw No. 5 of 1989, 177, 311 
Amendment to Byelaw No. 15 of 1989, 187, 413 
Amendment to Byelaw No. 17 of 1989, 189, 312 
Amendment to Byelaw No. 13 of 1990, 203 
Amendment to Byelaw No. 8 of 1991, 211 
Amendment to Byelaw No. 2 of 1992, 219, 205 
Amendment to Byelaw No. 12 of 1992, 229, 512 
Amendment to Byelaw No. 14 of 1992, 231 
Amendment to Byelaw No. 8 of 1993, 240 
Amendment to Byelaw No. 9 of 1993, 241, 110 
Amendment to Byelaw No. 10 of 1993, 242 
Amended 8 December 1993 by Byelaw No. 29 of 1993, 262 
Amended 7 May 1997 by Byelaw No. 16 of 1997, 366 	253	
	21. Information and Confidentiality
Amended 17 April 1996 by Byelaw No. 13 of 1996, 320, 115 
Amended 7 May 1997 by Byelaw No. 16 of 1997, 366 
Amended 8 September 1999 by Byelaw No. 15 of 1999, 120 
Amended 3 July 2000 by Byelaw No. 10 of 2000 
Amended 1 November 2000 by Byelaw No. 15 of 2000, 122 
Amended 5 December 2001 by Byelaw No. 9 of 2001 	254, 417	
	22. Syndicate Premium Income (Amendment No. 5)
Amendment to Byelaw No. 6 of 1984, 128, 201 	255	
	23. Pool Reinsurance Company Limited (Intermediaries)	256, 321	
	 Reg. 5 of 1993—Corporate Members (Consequential Amendments) Regulation
Amendment to Reg. 1 of 1984, 801, 335 
Amendment to Reg. 3 of 1989, 810, 336 
Amendment to Reg. 2 of 1990, 813, 338 
Amendment to Reg. 6 of 1990, 817 
Amended 8 December by Reg. 6 of 1993, 826 	825	
20 September	24. Membership (Amendment)
Amendment to Reg. 17 of 1993, 250, 319 	257	
20 October	25. Disciplinary Committees (Amendment)
Amendment to Byelaw No. 10 of 1993 
Revoked 3 December 1997 by Byelaw No. 34 of 1997 	258	
8 November	 Code of Practice: “Know Your Principal”
Guidelines for Members’ Agents at Lloyd’s (Amendment) 
Amendment to “Know Your Principal” Code of Practice, 1406 	1415	
8 December	26. Ordinary and Extraordinary General Meetings (Amendment No. 3) Byelaw
Amendment to Byelaw No. 10 of 1993, 110 
Revoked 3 December 1997 by Byelaw No. 34 of 1997 	259	
	27. Council and Committee (Amendment No. 2) Byelaw
Amendment to Byelaw No. 7 of 1992, 224 
Revoked 3 December 1997 by Byelaw No. 34 of 1997 	260	
	28. Members of the Council (Remuneration) Byelaw
Revocation of Byelaw No. 6 of 1986, 146 
Revoked 3 October 2001 by Byelaw No. 5 of 2001 	261, 517	
	29. Corporate Members (Miscellaneous Amendments) Byelaw
Amendment to Byelaw No. 1 of 1983, 101, 500 
Amendment to Byelaw No. 11 of 1987, 157 
Amendment to Byelaw No. 8 of 1988, 170, 310 
Amendment to Byelaw No. 1 of 1989, 173, 411 
Amendment to Byelaw No. 15 of 1989, 187, 413 
Amendment to Byelaw No. 12 of 1992, 229, 512 
Amendment to Byelaw No. 17 of 1993, 250, 111 
Amendment to Byelaw No. 20 of 1993, 253 	262	
	30. Members’ Agent Pooling Arrangements Byelaw
Amended 5 April 1995 by Byelaw No. 7 of 1995, 290 

Amended 5 August 1998 by Byelaw No. 14 of 1998 
Amended 5 November 1998 by Byelaw No. 19 of 1998 
Amended 4 August 1999 by Byelaw No. 13 of 1999 
Revoked 6 October 1999 by Byelaw No. 16 of 1999 	263, 322	
	31. Underwriting Agents’ Qualifications Byelaw
Amended 4 December 1996 by Byelaw No. 44 of 1996, 350A 
Revoked 22 December 1998 by Byelaw No. 23 of 1998, 343 	264, 113	
	32. Underwriting Agents’ Qualifications (Miscellaneous Amendments) Byelaw	265	

1994		Item number	
5 January	1. Agency Agreements (Amendment No. 7) Byelaw	266	
	2. Lloyd’s Settlement Offer (Intermediaries) Byelaw
Revoked 3 December 1997 by Byelaw No. 34 of 1997 	267	
	 Reg. 6 of 1993—Corporate Members (Miscellaneous Amendments) Regulation	826	
	 Reg. 7 of 1993—Syndicate Premium Income (Monitoring) (Amendment No. 3) Regulation	827	
2 March	3. Members’ Ombudsman (Amendment No. 2) Byelaw
Amendment to Byelaw No. 13 of 1987, 159, 408 	268	
13 April	4. Lloyd’s 1994 Claims Scheme Byelaw
Amended 7 December 1994 by Byelaw No. 16 of 1994, 281 
Amended 29 August 1996 by Byelaw No. 37 of 1996, 344 
Amended 5 November 1998 by Byelaw No. 19 of 1998 
Amended 12 May 1999 by Byelaw No. 7 of 1999 
Amended 22 June 2000 by Byelaw No. 11 of 2000, 527 
Amended 1 January 2001 by Byelaw No. 17 of 2000, 123 	269, 323	
28 April	5. Agency Agreements (Amendment No. 8) Byelaw
Amendment to Byelaw No. 8 of 1988 	270	
11 May	6. Ordinary and Extraordinary General Meetings (Amendment No. 4) Byelaw
Amendment to Byelaw No. 10 of 1993, 110 
Revoked 3 December 1997 by Byelaw No. 34 of 1997 	271	
	7. Syndicate Pre-emption (1994) Byelaw
Revoked 3 December 1997 by Byelaw No. 34 of 1997 	272	
8 June	 Code of Practice for Underwriting Agents: Syndicate Expenses (Amendment)	1416	
3 August	8. Council and Committee (Amendment No. 3) Byelaw
Amendment to Byelaw No. 7 of 1992, 224 
Revoked 3 December 1997 by Byelaw No. 34 of 1997 	273	
5 October	9. Transitional and Conversion Arrangements (Corporate Member) Byelaw
Amendment to Byelaw No. 9 of 1987, 155, 105 
Amended 9 November 1994 by Byelaw No. 10 of 1994, 275 
Amended 20 December 1994 by Byelaw No. 18 of 1994, 283, 326 
Replaced 5 June 1996 by Byelaw No. 329 of 1996, 329, 329 
Amended 7 May 1997 by Byelaw No. 16 of 1997, 366 
Revoked 3 December 1997 by Byelaw No. 34 of 1997 	274	
	 Reg. 1 of 1994—Transitional and Conversion Arrangements (Corporate Member) Regulation	828, 341	
9 November	10. Transitional and Conversion Arrangements (Corporate Member) (Amendment) Byelaw
Amendment to Byelaw No. 9 of 1994, 274 	275	
7 December	11. Syndicate Meetings Byelaw
Amended 20 December 1994 by Byelaw No. 18 of 1994, 283, 326 
Amended 3 May 1995 by Byelaw No. 10 of 1995, 293 
Amended 14 May 1997 by Byelaw No. 18 of 1997, 368, 332 
Amended 5 November 1998 by Byelaw No. 19 of 1998 
Amended 7 December 2000 by Byelaw No. 18 of 2000 	276, 324	
	12. Notice of Proposed Arrangements Byelaw
Amended 20 December 1994 by Byelaw No. 18 of 1994, 283, 326 
Revoked 4 August 1999 by Byelaw No. 13 of 1999 	277, 325	
	13. Underwriting Agents (Amendment No. 8) Byelaw	278	
	14. Solvency and Reporting (Amendment No. 2) Byelaw	279	
	15. Companies’ Accounts (Miscellaneous Amendments) Byelaw	280	
	16. Lloyd’s 1994 Claims Scheme (Amendment) Byelaw	281	
	17. Council and Committee (Amendment No. 4) Byelaw
Revoked 3 December 1997 by Byelaw No. 34 of 1997 	282	
20 December	18. Syndicate Accounting Byelaw
Amended 1 March 1995 by Byelaw No. 5 of 1995, 288 
Amended 3 May 1995 by Byelaw No. 10 of 1995, 293 
Amended 20 May 1996 by Byelaw No. 20 of 1996, 327 
Amended 5 June 1996 by Byelaw No. 23 of 1996, 330, 522 
Amended 5 March 1997 by Byelaw No. 8 of 1997, 358 
Amended 20 March 1997 by Byelaw No. 9 of 1997, 359 
Amended 7 May 1997 by Byelaw No. 16 of 1997, 366 
Amended 12 November 1997 by Byelaw No. 31 of 1997 
Amended 4 February 1998 by Byelaw No. 2 of 1998 
Amended 7 October 1998 by Byelaw No. 17 of 1998 
Amended 3 February 1999 by Byelaw No. 2 of 1999 
Amended 6 December 2001 by Byelaw No. 6 of 2001  

	283, 326	

1995		Item number	
10 January	1. Agency Agreements (Amendment No. 9) Byelaw	284	
	2. Run-Off Companies Byelaw
Amended 4 October 1995 by Byelaw No. 18 of 1995, 301 
Amended 7 May 1997 by Byelaw No. 16 of 1997, 366 
Amended 10 December 1998 by Byelaw No. 22 of 1998, 526 
Amended 8 September 1999 by Byelaw No. 15 of 1999, 120 
Amended 2 February 2000 by Byelaw No. 2 of 2000 
Amended 22 June 2000 by Byelaw No. 11 of 2000, 527 
Amended 21 August 2000 by Byelaw No. 12 of 2000, 528 	285, 114	
	3. Underwriting Agents (Amendment No. 9) Byelaw	286	
1 February	4. Members’ Agents (Information) (Amendment No. 2) Byelaw	287	
1 March	5. Syndicate Accounting (Amendment) Byelaw	288	
5 April	6. Agency Agreements (Amendment No. 10) Byelaw	289	
	7. Members’ Agent Pooling Arrangement (Amendment) Byelaw	290	
	8. Underwriting Agents (Amendment No. 10) Byelaw	291	
3 May	9. Syndicate Pre-emption (1995) Byelaw
Amended 5 July 1995 by Byelaw No. 13 of 1995, 296 
Revoked 3 December 1997 by Byelaw No. 34 of 1997 	292	
	10. Syndicate Auditors (Miscellaneous Amendments) Byelaw	293	
14 June	11. Multiple Syndicates (Amendment No. 4) Byelaw	294	
5 July	12. Membership (Amendment No. 2) Byelaw	295	
	13. Syndicate Capacity Allocation (1995) Byelaw	296	
	14. Ordinary and Extraordinary General Meetings (Amendment No. 5) Byelaw
Revoked 3 December 1997 by Byelaw No. 34 of 1997 	297	
	 Reg. 1 of 1995—Binding Authorities (Amendment) Regulation	829	
6 September	15. Underwriting Agents (Amendment No. 11) Byelaw	298	
	16. Lloyd’s Brokers (Amendment No. 7) Byelaw	299	
	17. Membership (Amendment No. 3) Byelaw	300	
4 October	18. Appeal Tribunal Byelaw
Amended 17 April 1996 by Byelaw No. 13 of 1996, 320, 115 	301	
	19. Price Sensitive Information Byelaw
Amended 8 September 1999 by Byelaw No. 15 of 1999, 120 
Revoked 6 October 1999 by Byelaw No. 16 of 1999 	302, 328	
1 November	20. Lloyd’s Introductory Test (Amendment) Byelaw
Amended 7 May 1997 by Byelaw No. 17 of 1997, 367 	303	
	21. Loss Review (Amendment No. 2) Byelaw
Revoked 3 December 1997 by Byelaw No. 34 of 1997 	304	
6 December	22. Reconstruction and Renewal Byelaw
Amended 9 July 1996 by Byelaw No. 26 of 1996 
Amended 17 July 1996 by Byelaw No. 28 of 1996 
Amended 8 September 1999 by Byelaw No. 15 of 1999, 120 
Amended 2 February 2000 by Byelaw No. 1 of 2000 

	305, 519	
	23. Membership (Amendment No. 4) Byelaw	306	
	24. Substitute Agents (Amendment No. 2) Byelaw	307	
18 December	 General Cover Conditions (Amendment)	1417	

1996		Item number	
17 January	1. Agency Agreements (Amendment No. 11) Byelaw	308	
7 February	2. Membership Central Fund and Subscriptions (Miscellaneous Provisions) (Amendment) Byelaw	309	
	3. Ordinary and Extraordinary General Meetings (Amendment No. 6) Byelaw
Revoked 3 December 1997 by Byelaw No. 34 of 1997 	310	
	4. Lloyd’s Brokers (Amendment No. 8) Byelaw	311	
	5. Underwriting Agents (Amendment No. 12) Byelaw	312	
	6. Solvency and Reporting (Amendment No. 3) Byelaw	313	
6 March	7. Ordinary and Extraordinary General Meetings (Amendment No. 7) Byelaw
Revoked 3 December 1997 by Byelaw No. 34 of 1997 	314	
	8. Syndicate Capacity Allocation (1996) Byelaw
Amended 1 May 1996 by Byelaw No. 15 of 1996, 322 
Revoked 3 December 1997 by Byelaw No. 34 of 1997 	315	
26 March	9. Council and Committee (Amendment No. 5) Byelaw
Revoked 3 December 1997 by Byelaw No. 34 of 1997 	316	
3 April	10. Lloyd’s Arbitration Scheme (Members and Underwriting Agents Arbitration Scheme) (Amendment) Byelaw	317	
	11. Members’ Compensation Scheme (Amendment No. 3) Byelaw	318	
17 April	12. Review Powers (Amendment No. 4) Byelaw	319	
	13. Individual Registration Byelaw
Amended 7 May 1997 by Byelaw No. 16 of 1997, 366 
Revoked and replaced 4 February 1998 by Byelaw No. 3 of 1998 	320	
25 April	14. Agency Agreements (Amendment No. 12) Byelaw	321	
1 May	15. Syndicate Capacity Allocation (1996) (Amendment) Byelaw
Revoked 3 December 1997 by Byelaw No. 34 of 1997 	322	
	16. Syndicate Pre-emption (1996) Byelaw
Revoked 3 December 1997 by Byelaw No. 34 of 1997 	323	
14 May	17. Annual and Extraordinary General Meetings Byelaw
Amended 29 August 1996 by Byelaw No. 39 of 1996, 346 
Amended 2 September 1998 by Byelaw No. 15 of 1998 	324, 520	
	18. Council and Committee Byelaw
Amended 29 August 1996 by Byelaw No. 38 of 1996, 345 
Amended 6 November 1996 by Byelaw No. 43 of 1996, 350 

Amended 5 February 1997 by Byelaw No. 4 of 1997, 354 
Amended 12 August 1997 by Byelaw No. 27 of 1997, 377 
Amended 2 September 1998 by Byelaw No. 15 of 1998 
Amended 7 October 1998 by Byelaw No. 18 of 1998 
Amended 1 November 2000 by Byelaw No. 15 of 2000, 122 
Amended 3 October 2001 by Byelaw No. 5 of 2001 	325, 521	
	19. Miscellaneous Matters (Amendment No. 2) Byelaw	326	
20 May	20. Syndicate Accounting (Amendment No. 2) Byelaw	327	
5 June	21. Agency Agreements (Amendment No. 13) Byelaw	328	
	22. Conversion and Related Arrangements Byelaw
Amended 5 March 1997 by Byelaw No. 8 of 1997, 358 
Amended 1 April 1998 by Byelaw No. 5 of 1998 
Amended 1 July 1998 by Byelaw No. 12 of 1998 
Amended 8 September 1999 by Byelaw No. 15 of 1999 
Amended 5 April 2000 by Byelaw No. 6 of 2000 	329, 329	
	23. New Central Fund Byelaw
Amended 9 July 1996 by Byelaw No. 27 of 1996, 334 
Amended 29 August by Byelaw No. 35 of 1996, 342 
Amended 2 July 1997 by Byelaw No. 22 of 1997, 372 
Amended 5 December 2001 by Byelaw No. 9 of 2001 	330, 522	
3 July	24. MAPA (1996) Reporting Byelaw
Revoked 2 July 1997 by Byelaw No. 23 of 1997, 373 	331	
	25. High Level Stop Loss Fund (Winding Up) Byelaw
Amended 17 July 1996 by Byelaw No. 29 of 1996, 336 
Revoked 5 December 2001 by Byelaw No. 9 of 2001 	332	
9 July	26. Reconstruction and Renewal (Amendment) Byelaw	333	
	27. New Central Fund (Amendment) Byelaw	334	
17 July	28. Reconstruction and Renewal (Amendment No. 2) Byelaw	335	
	29. High Level Stop Loss Fund (Winding Up) (Amendment) Byelaw	336	
7 August	30. Misconduct and Penalties Byelaw
Amended 4 December 1996 by Byelaw No. 45 of 1996, 350B 
Amended 2 July 1997 by Byelaw No. 23 of 1997, 373 
Amended 6 May 1998 by Byelaw No. 10 of 1998 
Amended 7 July 1999 by Byelaw No. 11 of 1999 
Amended 4 August 1999 by Byelaw No. 13 of 1999 
Amended 8 September 1999 by Byelaw No. 15 of 1999, 120 
Amended 2 February 2000 by Byelaw No. 1 of 2000 
Amended 3 July 2000 by Byelaw No. 10 of 2000 
Amended 7 September 2000 by Byelaw No. 13 of 2000 
Amended 1 November 2000 by Byelaw No. 15 of 2000, 122 
Amended 6 December 2000 by Byelaw No. 20 of 2000 	337, 418	
	31. Disciplinary Committees Byelaw
Amended 4 December 1996 by Byelaw No. 46 of 1996, 350C 
Amended 6 May 1998 by Byelaw No. 10 of 1998 
Amended 7 July 1999 by Byelaw No. 11 of 1999 
Amended 4 August 1999 by Byelaw No. 13 of 1999 
Amended 6 December 2000 by Byelaw No. 19 of 2000 	338	
	32. Appeal Tribunal Byelaw
Amended 4 December 1996 by Byelaw No. 47 of 1996, 350D 
Amended 14 May 1997 by Byelaw No. 18 of 1997, 368 
Amended 2 December 1998 by Byelaw No. 20 of 1998, 525 
Amended 8 September 1999 by Byelaw No. 15 of 1999, 120 
Amended 6 October 1999 by Byelaw No. 16 of 1999 
Amended 2 February 2000 by Byelaw No. 1 of 2000 
Amended 5 April 2000 by Byelaw No. 6 of 2000 
Amended 3 July 2000 by Byelaw No. 10 of 2000 
Amended 1 November 2000 by Byelaw No. 15 of 2000, 122 
Amended 1 January 2001 by Byelaw No. 17 of 2000, 123 
Amended 6 December 2000 by Byelaw No. 23 of 2000, 422 
Amended 6 December 2000 by Byelaw No. 24 of 2000, 423 	339, 420	
	33. Council Stage of Disciplinary Proceedings Byelaw
Amended 4 December 1996 by Byelaw No. 48 of 1996, 350E 	340	
	34. Core Principles Byelaw
Amended 4 September 1996 by Byelaw No. 41 of 1996, 348 
Amended 10 April 1997 by Byelaw No. 12 of 1997, 362 
Amended 4 August 1999 by Byelaw No. 13 of 1999 	341, 330	
29 August	35. New Central Fund (Amendment No. 2) Byelaw	342	
	36. Underwriting Agents (Amendment No. 13) Byelaw	343	
	37. Lloyd’s 1994 Claims Scheme (Amendment No. 2) Byelaw	344	
	38. Council and Committee (Amendment No. 1) Byelaw	345	
	39. Annual and Extraordinary General Meetings (Amendment No. 1) Byelaw	346	
	40. Solvency and Reporting (Amendment No. 5) Byelaw	347	
4 September	41. Core Principles (Amendment) Byelaw	348	
2 October	42. Membership (Amendment No. 5) Byelaw	349	
6 November	43. Council and Committee (Amendment No. 2) Byelaw	350	
4 December	44. Underwriting Agents’ Qualifications (Amendment) Byelaw	350A	
	45. Misconduct and Penalties (Amendment) Byelaw	350B	
	46. Disciplinary Committees (Amendment) Byelaw	350C	
	47. Appeal Tribunal (Amendment) Byelaw	350D	
	48. Council Stage of Disciplinary Proceedings (Amendment) Byelaw	350E	

1997		Item number	
22 January	1. Agency Agreements (Amendment No. 14) Byelaw	351	
5 February	2. Lloyd’s Japan Inc. Byelaw
Amended 10 April 1997 by Byelaw No. 13 of 1997, 363 

	352, 524	
	3. Register of Members (Amendment) Byelaw	353	
	4. Council and Committee (Amendment No. 3) Byelaw	354	
	5. Multiple Syndicates (Amendment No. 5) Byelaw	355	
	6. Solvency and Reporting (Amendment No. 5) Byelaw	356	
5 March	7. Membership (Overseas Deposits) (Amendment) Byelaw	357	
	8. Syndicate Accounting (Amendment No. 3) Byelaw	358	
20 March	9. Syndicate Accounting (Amendment No. 4) Byelaw	359	
10 April	10. Agency Agreements (Amendment No. 15) Byelaw	360	
	11. Solvency and Reporting (Amendment No. 7) Byelaw	361	
	12. Core Principles (Amendment) Byelaw	362	
	13. Lloyd’s Japan Inc. (Amendment) Byelaw	363	
	14. Auction Byelaw
Amended 5 April 2000 by Byelaw No. 6 of 2000 	364, 331	
	 Reg. 1 of 1997—Following Year Underwriting (Amendment) Regulation	830	
7 May	15. Syndicate Pre-emption Byelaw	365	
	16. Loss Review (Revocation) Byelaw	366	
	17. Price Sensitive Information (Amendment) Byelaw	367	
14 May	18. Major Syndicate Transactions Byelaw
Amended 1 April 1998 by Byelaw No. 4 of 1998 
Amended 1 July 1998 by Byelaw No. 12 of 1998 
Amended 5 August 1998 by Byelaw No. 13 of 1998 
Amended 14 April 1999 by Byelaw No. 5 of 1999, 346 
Amended 8 September 1999 by Byelaw No. 15 of 1999, 120 
Amended 5 April 2000 by Byelaw No. 6 of 2000 	368, 332	
23 May	19. Syndicate Pre-emption Byelaw
Amended 6 August 1997 by Byelaw No. 26 of 1997, 376 
Amended 6 May 1998 by Byelaw No. 9 of 1998 
Amended 2 February 2000 by Byelaw No. 1 of 2000 
Amended 1 March 2000 by Byelaw No. 4 of 2000 
Amended 5 April 2000 by Byelaw No. 6 of 2000 	369, 333	
4 June	20. Underwriting Agents (Amendment No. 14) Byelaw	370	
	21. Membership (Amendment No. 6) Byelaw	371	
	 Reg. 2 of 1997—Syndicate Premium Income (Monitoring) (Amendment No. 4) Regulation	831	
2 July	22. New Central Fund (Amendment No. 3) Byelaw	372	
	23. MAPA Reporting Byelaw
Amended 3 December 1997 by Byelaw No. 32 of 1997 
Revoked 6 October 1999 by Byelaw No. 16 of 1999 	373, 334	
6 August	24. Membership (Overseas Deposits) (Amendment) Byelaw	374	
	25. Membership (Entrance Fees and Annual Subscriptions) (Amendment) Byelaw	375	
	26. Syndicate Pre-emption (Amendment) Byelaw	376	
12 August	27. Council and Committee (Amendment No. 4) Byelaw	377	
1 October	28. Agency Agreements (Amendment No. 16) Byelaw 		
	29. Administrative Suspension (Amendment No. 2) Byelaw		
12 November	30. Major Syndicate Transactions (Amendment) Byelaw		
	31. Syndicate Accounting (Amendment No. 5) Byelaw		
	 Reg. 3 of 1997—Financial Guarantee Insurance (Amendment)		
3 December	32. New Central Fund (Amendment No. 4) Byelaw		
	33. Solvency and Reporting (Amendment No. 8) Byelaw		
	34. Miscellaneous Revocations Byelaw		

1998		Item number	
7 January	1. Agency Agreements (Amendment No. 17) Byelaw		
4 February	2. Syndicate Accounting (Amendment No. 6) Byelaw		
	3. Individual Registration Byelaw
Amended 10 December 1998 by Byelaw No. 22 of 1998, 526 
Amended 8 September 1999 by Byelaw No. 15 of 1999 
Amended 3 July 2000 by Byelaw No. 10 of 2000 
Amended 5 December 2001 by Byelaw No. 9 of 2001 	115	
1 April	4. Major Syndicate Transactions (Amendment No. 2) Byelaw		
	5. Conversion and Related Arrangements (Amendment) Byelaw		
	6. Agency Agreements (Amendment No. 18) Byelaw		
	7. Audit Arrangements Byelaw
Amended 5 November 1998 by Byelaw No. 19 of 1998 
Amended 3 July 2000 by Byelaw No. 10 of 2000 
Amended 1 January 2001 by Byelaw No. 16 of 2000 	117	
6 May	8. Bilateral Arrangements (1998) Byelaw	342	
	9. Syndicate Pre-emption (Amendment No. 2) Byelaw		
	10. Miscellaneous Disciplinary Provisions Byelaw		
1 July	11. Membership (Amendment No. 7) Byelaw		
	12. Conversion and Related Arrangements (Amendment No. 2) Byelaw		
5 August	13. Major Syndicate Transactions (Amendment No. 3) Byelaw		
	14. Underwriting Agents (Amendment No. 15) Byelaw		
2 September	15. Membership, Council and Committee and Annual and Extraordinary General Meetings (Amendment) Byelaw		
7 October	16. Run-Off Years of Account (Amendment No. 2) Byelaw		
	17. Syndicate Accounting (Amendment No. 7) Byelaw		
	18. Council and Committee (Amendment No. 6) Byelaw		
5 November	19. Captive Corporate Members Byelaw		
2 December	20. Central Accounting Byelaw
Amended 22 June 2000 by Byelaw No. 11 of 2000, 527 	525	
	21. Powers of Charging (Amendment) Byelaw		
10 December	22. Premiums Trust Fund and Regulating Trustee Byelaw	526	
22 December	23. Training and Development Byelaw
Amended 8 September 1999 by Byelaw No. 15 of 1999, 120  	118, 343	

1999		Item number	
27 January	1. Agency Agreements (Amendment No. 19) Byelaw		
3 February	2. Syndicate Accounting (Amendment No. 8) Byelaw		
3 March	3. Waiver Byelaw	344	
14 April	4. Bilateral Arrangements Byelaw
Amended 5 April 2000 by Byelaw No. 6 of 2000 	345	
	5. Mandatory Offer Bureau
Amended 7 July 1999 by Byelaw No. 10 of 1999 
Amended 5 April 2000 by Byelaw No. 6 of 2000 
Amended 5 April 2000 by Byelaw No. 7 of 2000 	346	
	6. Agency Agreements (Amendment No. 20) Byelaw		
12 May	7. Lloyd’s 1994 Claims Scheme (Amendment) Byelaw		
	8. Membership (Amendment) Byelaw		
9 June	9. Proportional Reinsurance Syndicates Byelaw	347	
7 July	10. Mandatory Offer (Amendment) Byelaw		
	11. Miscellaneous Disciplinary Penalties (No. 2) Byelaw		
4 August	12. Members’ Agents (Australia) (Amendment) Byelaw		
	13. Revocation of Certain Byelaws Byelaw		
8 September	14. Related Parties (Amendment) Byelaw		
	15. Underwriting Agents (Amendment No. 16) Byelaw	120	
6 October	16. Revocation Byelaw		
9 November	17. Lloyd’s Asia Byelaw	348	
1 December	18. Membership (Amendment No. 9) Byelaw		

2000		Item number	
2 February	1. Run-Off Years of Account (Revocation) Byelaw		
	2. Run-Off Companies (Amendment) Byelaw		
	3. Agency Agreements (Amendment No. 21) Byelaw		
1 March	4. Syndicate Pre-emption (Amendment No. 3) Byelaw		
5 April	5. Miscellaneous Matters (Amendment No. 3) Byelaw		
	6. Assignment of Syndicate Participations (Second Nomination) Byelaw	349	
	7. Mandatory Offer (Amendment No. 2) Byelaw		
	8. Agency Agreements (Amendment No. 22) Byelaw		
10 May	9. Related Parties (Amendment No. 2) Byelaw		
7 June	10. Intermediary Amendment Byelaw		
22 June	11. Lloyd’s Policy Signing Office Byelaw
Amendment to Byelaw No. 1 of 1983, 500 
Amendment to Byelaw No. 4 of 1984, 101 
Amendment to Byelaw No. 6 of 1984, 201 
Amendment to Byelaw No. 6 of 1985, 305 
Amendment to Byelaw No. 5 of 1988, 106 
Amendment to Byelaw No. 6 of 1988, 107 
Amendment to Byelaw No. 8 of 1988, 310 
Amendment to Byelaw No. 9 of 1990, 314 
Amendment to Byelaw No. 17 of 1993, 111 
Amendment to Byelaw No. 4 of 1994, 323 
Amendment to Byelaw No. 2 of 1995, 114 
Amendment to Byelaw No. 20 of 1998, 525 
Amendment to Regulation No. 3 of 1990, 339 
Amendment to Regulation No. 4 of 1990, 116 	527	
21 August	12. Lloyd’s Claims Byelaw
Amendment to Byelaw No. 4 of 1984, 101 
Amendment to Byelaw No. 5 of 1988, 106 
Amendment to Byelaw No. 6 of 1988, 107 
Amendment to Byelaw No. 17 of 1993, 111 
Amendment to Byelaw No. 2 of 1995, 114 	528	
6 September	13. Misconduct and Penalties (Amendment No. 3) Byelaw
Amendment to Byelaw No. 30 of 1996, 417		
4 October	14. Council and Committee (Amendment No. 7) Byelaw		
	15. Annual Subscribers Byelaw
Amendment to Byelaw No. 3 of 1983, 400 
Amendment to Byelaw No. 19 of 1983, 300 
Amendment to Byelaw No. 4 of 1984, 101 
Amendment to Byelaw No. 7 of 1987, 407 
Amendment to Byelaw No. 9 of 1987, 105   
Amendment to Byelaw No. 13 of 1987, 408 
Amendment to Byelaw No. 15 of 1992, 414 
Amendment to Byelaw No. 17 of 1993, 111 
Amendment to Byelaw No. 21 of 1993, 417 
Amendment to Byelaw No. 18 of 1996, 521 
Amendment to Byelaw No. 30 of 1996, 418 
Amendment to Byelaw No. 32 of 1996, 420 	122 	
1 November	16. Audit Arrangements (Amendment) Byelaw		
6 December	17. Lloyd’s Brokers Byelaw	123	
	18. Syndicate Meetings (Amendment No. 1) Byelaw		
	19. Disciplinary Committees (Amendment No. 2) Byelaw		
	20. Miscellaneous Disciplinary Matters Byelaw		
	21. Administrative Suspension (Amendment No. 3) Byelaw		
	22. Appeal Tribunal (Amendment) Byelaw
Amendment to Byelaw No. 32 of 1996, 420 	421A	
	23. Fit and Proper Person Determination Byelaw	422	
	24. Restitution Orders Byelaw	423	

2001		Item number	
7 February	1. Administrative Suspension (Amendment No. 4) Byelaw		
7 March	2. Underwriting Agents (Amendment No. 17) Byelaw		
4 April	3. Agency Agreements (Amendment No. 23) Byelaw		
4 July	4. Syndicate Accounting (Amendment No. 9) Byelaw		
3 October	5. Council and Committee (Amendment No. 8) Byelaw		
5 December	6. Syndicate Accounting (Amendment No. 10) Byelaw		
	7. Financial Services Authority Byelaw		
	8. Glossary Byelaw		
	9. Amendment Byelaw		
5 November	10. Policyholder Complaints Byelaw		

Table of E.C. Directives
[References in bold type are to item numbers; those in roman type are to the paragraph, schedule or other subdivision.]

78/660 Fourth Council Directive	111, 33; 112, 18, 25	
Art. 11	111, 33; 112, 18, 25 	
Art.  27	111, 33; 112, 18, 25 	
Art.  44	111, 33; 112, 18, 25 	
Art.  45	111, 33; 112, 18, 25 	
Art. 51(2)	111, 36 	
83/349 Seventh Council Directive	
Art. 6	111, 16; 112, 29 	
84/253 Eighth Council Directive	111, 35; 112, 24	

Table of Statutes
[References in bold type are to item numbers; those in roman type are to the paragraph, schedule or other subdivision. Item numbers in bold italic type indicate the main reference.]

Arbitration Act 1950	1, 20; 6, 7 	
Assurance Companies Act 1909	4; 6, 7 	
Capital Gains Tax Act 1979	310 	
Common Law Procedure Act 1954	6, 7 	
Companies Act 1862	101, 1; 309; Sch. 1 	
Companies Act 1929	101, 1; 309, Sch. 1 	
Companies Act 1948	7, Intro, 2, 13; 102, Sch. 1, 1	
s.t34	7, 13 	
s.t36	7, 13 	
s.t154	7, 2 	
s.t161(1)(a)(b)	102, Sch. 1, 1 	
s.t448	7, 3 	
Companies Act 1985	101, 1, 60, 61; 106, 39; 111, 36; 112, 25; 117, Sch. 1; 309, Sch. 1	
s.t1(2)	101, 25, 42; 347, Sch. 2 	
s.t22	101, 25, 42; 347, Sch. 2 	
s.t199	106, 48 	
s.t203	106, 37 	
s.t208	106, 37 	
s.t209	106, 37 	
s.t221	101, 53B; 106, 29; 111, 32; 112, 17 	
s.t222	101, 53B; 106, 29; 111, 32; 112, 17 	
s.t226	111, 35; 112, 24, Sch. 	
s.t227	106, Sch.; 107, Sch. 1, 1 	
(1)	107, 20 	
s.t229	106, 44; 111, 16; 112, 29 	
s.t239	101, 60 	
Part VII	101, 60; 106, 31, 38, 44, Sch.; 107, Sch. 1, 1; 111, 16, 32, 33, 35; 112; 17, 18, 24, 29, Sch.	
ss.t246–249	111, 16; 112, 18, 29, 33 	
s.t258	328, Sch. 2 	
s.t346	328, Sch. 2 	
s.t390(2)	106, 48 	
s.t391A(3)	111, 14; 112, 31 	
s.t392(1)	111, 14; 112, 31 	
s.t394(1)	111, 14; 112, 31 	
s.t736	111, Sch.; 112, Sch.; 306, Explan Note 2; 307, Sch.; 308, Sch. 1, 2; 309, Sch. 1, 1; 408, Sch. 1	
(5)	101, 52 	
Companies Act 1989	
s.t26	117 	
s.t30	117, Sch. 1 	
Companies Clauses Consolidation Act 1845	1, 30	
Companies (Consolidation) Act 1908	101, 1; 309, Sch. 1	
Corporation Taxes Act 1988	
s.t452	310, 1 	
s.t831	310, Sch. 3, 3 	
Defamation Act 1952	7, 7 	
Enduring Powers of Attorney Act 1985	310, Sch. 1, 11.6, Sch. 3, 11.7	
Finance Act 1993	
s.t175	510, 1 	
Sch. 20	510, 1 	
Financial Services Act 1986	326, Sch. 1; 417, Sch. 1	
s.t8	313, Sch. 1 	
s.t10	309, Sch. 2, 8; 313, Sch. 1 	
s.t18	313, Sch. 1 	
s.t27	313, Sch. 1 	
s.t207(2)	329, Sch. 	
Sch. 1	
paras (7), (8), (9)	310, Sch. 1, 7.1 	
Income and Corporation Taxes Act 1970	
s.t454(3)	7, 12 	
Income and Corporation Taxes Act 1988	310, Sch. 1, 4; Sch. 4, 3	
s.t452	310, Sch. 1, 1 	
ss.t452–456	111, Sch. 	
s.t831	310, Sch. 1, 4, 5, 7.2, Sch. 3, 3 Sch. 4, 31	
Insolvency Act 1982	309, 8 	
Insolvency Act 1986	
s.t2	111, Sch.; 310, Sch. 1, 9; Sch. 3, 11, Sch. 4, 11.7; 525, Sch.	
s.t8	413, Sch. 	
s.t9	111, Sch.; 310, Sch. 1, 9; Sch. 3, 11; 525, Sch. 	
s.t89	413, Sch. 	
s.t95	413, Sch. 	
s.t213	309, Sch. 2, 8 	
s.t214	309, Sch. 2, 8 	
s.t253	310, Sch. 1, 9, 11, Sch. 3, 11.7; 521, 19 	
s.t420	413, Sch. 	
Insurance Brokers (Registration) Act1977	106, 7; 107, 9 	
s.t2	106, 7; 107, 9 	
s.t4	106, 7; 107, 9 	
s.t11	107, 21 	
(1)	107, 22 	
Insurance Companies Act 1981	7, 2 	
Insurance Companies Act 1982	111, 23; 302, 7; 303, 52; 304, 4; 411, Sch.; 519, 2	
Insurance Companies Act 1982	
s.t1	204, 11; 319, Sch.; 326, Sched. 1 	
s.t2(6)	326, Sched. 1 	
s.t7(8)	7, 2 	
s.t83	111, Sch.; 117; 204, Explan Note 2; 205, Sch. 1; 310, Sch. 1, 1 Sch. 2, 1.1, Sch. 3, 1.1, Sch. 4, 1; 413, Sch.; 519, Sch.; 525, Sch.	
(4)	302, 7; 506, Sch.; 522, 9 	
(5) (a) (b)	204, Sch. 1 	
s.t86	204, Explan Note 2 	
s.t96	106, Sch.; 204, Sch. 1, 1; 312, Sch. 1 	
Sch.t2	106, 7 	
Interpretation Act 1889	
s.t38	6, 5 	
Interpretation Act 1978	500, 2 	
Limited Partnership Act 1907	
s.t3	101, 1; 309, Sch. 1, 1 	
s.t4	101, 1 	
Lloyd’s Acts 1871–1982	115, Sch. 1; Sch. 2; 117, Sch. 1; Sch. 2; 329, 5; 333, Sch. 1; 344, 1, 3; 418, 3, Sch. 1; 419, 4, Sch. 2; 420, 3; 510, 1; 525, 23	
Lloyd’s Act 1871	1; 4, 1, 2, 3, 12; 6, Intro., 2; 7, Intro., 2, 15, Sch. 3; 99, 81; 111, 2, 3, 10, 18, 23, 24, 37, 40, 45; 114, 9, 15; 310, Sch. 3, 4, 1; 324, 8; 337, 1, Sch. 4, 1	
s.t1	1, 1 	
s.t2	1, 2 	
s.t3	1, 3 	
s.t4	1, 4 	
s.t5	1, 5 	
s.t6	1, 6 	
s.t7	1, 7 	
s.t8	1, 8 	
s.t9	1, 9 	
s.t10	1, 10; 2; 4, 4 	
s.t11	1, 11 	
s.t12	1, 12 	
s.t13	1, 13 	
s.t14	1, 14 	
s.t15	1, 15 	
s.t16	1, 16 	
s.t17	1, 17 	
s.t18	1, 18 	
s.t19	1, 19 	
s.t20	1, 20; 4, 5; 6, 7; 7, Sch. 4; 99, 38	
s.t21	1, 21 	
s.t22	1, 22 	
s.t23	1, 23 	
s.t24	1, 24; 4, 5, 13; 99, 37 	
s.t25	1, 25 	
s.t26	1, 26 	
s.t27	1, 27 	
s.t28	1, 28 	
s.t29	1, 29 	
s.t30	1, 30 	
s.t31	1, 31; 4, 5 	
Lloyd’s Act 1871	
s.t32	1, 32 	
s.t33	1, 33 	
s.t34	1, 34 	
s.t35	1, 35 	
s.t36	1, 36; 4, 6 	
s.t37	1, 37; 4, 6 	
s.t38	1, 38; 4, 6 	
s.t39	1, 39; 4, 5 	
s.t40	1, 40, 4, 5 	
s.t41	1, 41 	
s.t42	1, 42 	
s.t43	1, 43 	
Sch.	1, Sch. 	
Lloyd’s Act 1888	2; 4, 4; 111, 2, 3, 10, 18, 23, 24, 37, 40, 45; 114, 9, 15; 324, 8	
Lloyd’s Act 1911	4; 6, Intro., 2, 5, 6; 7, Intro., 2, 15, Sch. 3, Sch.t4; 111, 2, 3, 10, 18, 23, 24, 37, 40, 45; 114, 9, 15; 324, 8	
s.t1	4, 1 	
s.t2	4, 2 	
s.t3	4, 3 	
s.t4	1, 10; 2; 4, 4 	
s.t5	1, 11, 20, 31; 4, 5 	
s.t6	1, 36, 37, 38, 39, 40; 4, 6 	
s.t7	4, 7, 9; 7, 15; 144; 512; 519; 522; 523 	
s.t8	4, 8; 6, Intro., 5 	
s.t9	4, 9; 6, Intro., 5; 7, 15; 152, Explan Note 2; 522	
s.t10	4, 10 	
s.t11	4, 11 	
s.t12	4, 12; 7, Sch. 4 	
s.t13	4, 13 	
s.t14	4, 14 	
s.t15	4, 15 	
Sch.	4, Sch. 	
Lloyd’s Act 1925	5; 6; 7, Intro., Sch. 3; 111, 2, 3, 10, 18, 23, 24, 37, 40, 45; 114, 9, 15; 324, 8	
s.t4	1, 13, 14, 15, 16, 17 	
Lloyd’s Act 1951	6; 7, Intro., 15, Sch. 3; 111, 2, 3, 10, 18, 23, 24, 37, 40, 45; 114, 9, 15; 324, 8	
s.t1	6, 1 	
s.t2	6, 2 	
s.t3	6, 3 	
s.t4	6, 4 	
s.t5	6, 5 	
(1), (2)	4, 8; 7, 15 	
s.t6	6, 6 	
(2)	4, Sch. 	
s.t7	6, 7 	
(1)	1, 20 	
s.t8	6, 8 	
Sch. 1	6, Sch. 	
Lloyd’s Act 1982	4, 9; 7; 100; 101, 1; 106, Sch.; 107, Sch. 2; 111, 2, 3, 10, 18, 23, 24, 37, 40, 45; 112, Sch.; 114, 9, 15; 115; 116, 3; 311, 14; 314, 2; 324, 8; 330; 418; 419, 2; 421; 500, 1, 2; 504, 1	
s.t1	7, 1 	
s.t2	7, 2; 100, 1; 306, Explan Note 2; 311, Explan Note 2; 500, 1	
(1)	301, 1; 309, Sch. 1, 1 	
s.t3	7, 3; 511; 521 	
s.t4	7, 4; 100, 1; 500, 1 	
s.t5	7, 5 	
s.t6	7, 6; 111, 18; 310, Sch. 1, 1, Sch. 2, 1.4; 333, Sch. 1; 510, 1	
(2)	104; 105; 106; 107; 109; 110; 111; 112; 113; 114; 115; 117; 123; 204; 205; 304; 305; 306; 309; 310; 311; 312; 313; 314; 316; 317; 321; 322; 323; 324; 325; 326; 328; 329; 331; 332; 333; 334; 342; 343; 344; 345; 346; 347; 348; 349; 406; 407; 408; 411; 412; 413; 414; 417; 421A; 422; 423; 506; 507; 510; 512; 514; 517; 519; 520; 521; 522; 523; 524; 525, 526; 527; 528	
(4)	501, 1; 520 	
(d)	520 	
(6)(a)(i)	116; 314; 336; 337; 338 	
(9)	201, 4 	
s.t7	7, 7; 421A; 422; 423 	
(1)	107 	
(a)(ii)	412 	
(3)	412, Explan. Note; 418, 3 	
(4)(a)	106, 20; 419, Sch. 2 	
s.t8	7, 8 	
(3)	106, 4; 107; 123; 305, 313, Sch. 1; 314; 315; 321; 329, 4; 347, 8; 348; 507, 5; 519; 524	
s.t9	7, 9 	
s.t10	7, 10; 301 	
(2)	101, 1; 106, 14; 107, 9, 11, 30; 301, 1 	
(4)	106, 14 	
s.t11	7, 11; 301 	
(2)	101, 1; 301, 1 	
(3)	101, 1; 301, 1 	
(5)	101, 14 	
s.t12	7, 12 	
(1)(a)	101, 8A; 106, 8, 14; 107, 9, 11, 30; 301, 1	
(b)	101, 1, 8A, 14; 106, 8; 301, 1; 347, Sch. 2	
(c)	101, 1, 8A; 106, 8 	
(i)-(iii)	301, 1 	
(d)(i)-(v)	301, 1 	
(d)-(f)	101, 1 	
(e)	101, 1, 8A; 106, 8 	
Lloyd’s Act 1982	
s.t12(1)(f)	101, 1 	
(2)(c)	101, 8A; 106, 8 	
s.t13	7, 13 	
s.t14	7, 14 	
(2)	309, 1; 402, Sch. 1, 1; 510, 1 	
(6)	117, Sch. 2 	
s.t15	7, 15 	
(b)	4, 7 	
(c)	4, 9 	
(d)	6, 5 	
s.t16	7, 16 	
s.t17	7, 17 	
s.t18	7, 18 	
Sch.t1	7, Sch. 1; 100, 3; 111, 2; 521, 3; 526 	
Sch.t2	7, Sch. 2; 414; 511 	
(1)	111; 348; 506; 514; 519; 522; 524; 527; 528	
(2)	111 	
(4)	105; 342; 345; 348; 413; 506; 510; 514; 519; 522; 524; 527; 528	
(5)	520 	
(6)	521 	
(9)	513; 517 	
(12)	106; 123; 527; 528 	
(13)	109; 113; 332; 526; 527; 528 	
(14)	106; 109; 123 	
(15)	310; 342; 345; 349; 519; 527; 528 	
(16)	316; 334; 519 	
(18)	526 	
(19)	123; 313; 519; 525; 527 	
(20)	205; 348; 524; 526 	
(21)	313; 406; 412; 519; 527; 528 	
(b)	313; 412 	
(24)	519; 525; 527; 528 	
(25)	527; 528 	
(26)	407; 527; 528 	
(31)	526; 527; 528 	
(32)	525 	
(37)	525; 527; 528 	
(41)	123; 314; 348; 524 	
(42)	348; 524; 528 	
Sch. 3	1, 11, 12, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 29, 32, Sch.; 3; 4, 10, 11, 12, 13; 5; 6, 3, 4; 7, Sch. 3	
Sch. 4	1, 20, Sch.; 4, 12; 7, Sch., 4	
Lloyd’s Signal Stations Act 1888	3; 4, 1; 6; 7, Sch. 3	
Mental Health Act 1983	310, Sch. 1, 1, Sch. 2, 1.1, Sch. 3, 1.1; 413, Sch.; 521, 19	
Mental Health (Scotland) Act 1960	521, 19 	
Merchant Shipping Act 1854	1, Intro., 33, 41 	
Partnership Act 1890	101, 1 	
Rehabilitation of Offenders Act 1974	309, Sch. 2, 8	
Supreme Court Act 1981	
s.t36	7, 7 	
Taxation of Chargeable Gains Act 1992	310, Sch. 1, 2, Sch. 3, 3, Sch. 4, 3	
Taxes Management Act 1970	310, Sch. 1, 4, 5, 7.2, Sch. 3, 3, Sch. 4, 3	

 Interactive Index
[References in bold type are to item numbers; those in roman type are to the paragraph, schedule or other subdivision]

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A B C D E F G H I J K L M N O P Q R S T U V W X Y Z

A
Accountability
disclosure of interests, 302, 1
underwriting agents, 101, 8
Accounts. See also Bank accounts, Syndicate accounts, Years of account
agency agreements, 310, sch. 3
annual subscribers, 99, 75
companies, 111, 32–39
declaration, 106, 33
disclosure of interests, 302, 5, 7
dispensation, 106, 56
European Union, 111, 33, 35
examination, 111, 39
financial statements, 111, 34
group, 106, 44
information, 111, 33
Lloyd’s advisers, 112, 17–24, 28, 31
Lloyd’s brokers, 106, 29–38, 43–44, 56
managing agents, 310, 13, sch. 4
meetings, 99, 43
members, 111, 14
personal, 326, 9, 10, 14, 16
presentation, 503, 7
records, 111, 32
run-off, 114, 2–3, 17, sch. 1; 312, 1–22, sch. 1–2
solvency reporting, 204, 3, 12, 14
system of control, 106, 30
true and fair view, 503, 7
umbrella arrangements, 107, 21
underwriting agents, 101, 1, 53B, 54–55, 60–62, 64–65; 304, 5, 6, 10, 17, sch. 2
Actions. See also Service of process
abatement, 1, 6
agency agreements, 310, sch. 3
companies, 310, sch. 4
compensation scheme, 413, 8
costs, 402
damages, 7, 14
fines, 402
injunctions, 402
issue of proceedings, 402
managing agents, 310, sch. 4
members, 111, 55
member’s agents, 309, sch. 2
agreements, 310, sch. 1
underwriting agents, 304, 4
Actuaries
independence, 312, 7
run-off, 312, 7, 8
solvency reporting, 204, sch. 1
Additional Securities Ltd, 205, sch. 1
Administrative suspension, 336, sch.; 407, 1–6, sch. 1
Investigations Committee, 407, 2
Admission
annual subscribers, 99, 7–9
election, 99, 8
minors, 99, 9
associates, 99, 10–12
election, 99, 11
minors, 99, 12
fees, 99, 21–31
members, 7, sch. 2; 111, 6–11
election, 99, 4
honorary, 99, 19
minors, 99, 6
nomination, 99, 2
non-underwriting members, 99, 5
notice, 99, 3
re-admission, 99, 71
representatives, 110, 13, 15
review, 111, 11
rooms, 7, sch. 2; 110, 15; 503, 5
sponsors, 110, 15
subscribers for intelligence, 99, 13; 110, 18
subscriptions, 99, 21–31, 72
substitutes, 99, 14–18; 110, 13, 15
arrears, 99, 29
visitors, 99, 20
Advertisements
conversion arrangements, 329, 7
meetings, 520, 4
minority buy-outs, 332, sch. 2
Advisers. See Lloyd’s advisers, Professional advisers
Agents, 503, 1. See also Intermediaries, Managing agents, Members’ agents, Underwriting agents
accounts, 310, sch. 3
actions, 310, sch. 3
agreements, 310, 1–16, sch. 1–2
commencement, 310, sch. 3
termination, 310, sch. 3
appeals, 310, 16; 420, sch. 3
appointment, 310, sch.3
arbitration, 310, sch. 3
assignment,
future participation, 310, sch. 3
syndicate participations, 310, 14
variation, 310, sch. 2
associates, 310, sch. 2
audits, 310, sch. 3
borrowing, 310, sch. 3
brokers, 106, 57, sch.
care and skill, 310, sch. 3
commission, 310, sch. 3
confidentiality, 310, sch. 3
control, 310, sch. 3
co-ordinating, 310, 1, 7–8
delegation, 310, sch. 3
disciplinary procedure, 310, sch. 3
disclosure, 310, sch. 3
duties, 310, sch. 3
fees, 310, sch. 3
fiduciary duties, 310, sch. 3
financial transactions, 310, sch. 3
information, 310, sch. 3
interest rates, 310, 9
Japan, 524, 2
MAPA, 310, 1, 10, 14, sch. 3
notices, 310, sch. 3
novation, 310, sch. 3
partnerships, 310, sch. 3
pooling arrangements, 310, 1, 14
port, 503, 1
powers, 310, sch. 3
powers of attorney, 310, sch. 3
profit distribution, 310, sch. 3
property, 310, sch. 3
records, 310, sch. 3
regulation, 310, sch. 3
reinsurance to close, 310, sch. 3
remuneration, 310, sch. 3
reports, 310, sch. 3
run-off, 310, sch. 3
standard agreements, 310, 1
services, 310, sch. 3
subsidiaries, 310, sch. 3
substitutes, 101, 1, 58; 300, 1–4; 304, sch. 2; 310, sch. 3
syndicates, 310, 1, 16, sch. 3
lists, 310, 1, 6–6A
relationship between members, 310, sch. 3
taking over provisions, 310, 13, sch. 3
taxation, 310, sch. 3
trusts, 310, sch. 3
Agreements
agents, 310, 1–16, sch. 4
guarantees, 339, 9; sch. 2, 3
life business, 339, sch. 4
partnerships, 304, 20
underwriting agents, 304, 1–22
Amendment of byelaws, 7, sch. 2
notice, 7, 6
resolutions, 7, 6
Annual reports
approval, 326, 11
assets, 326, sch. 4
audits, 309, 9; 326, 14
cash calls, 326, sch. 4
commission, 326, sch. 4
compensation scheme, 413, 17
consortia, 326, sch. 4
deposits, 326, sch. 4
depreciation, 326, sch. 4
disclosure of interests, 302, 1, 4, 7; 326, sch. 4
distribution, 326, 16
documents, 326, 15
expenses, 326, sch. 4
form and content, 309, 9; 326, 10, sch. 4
historical cost accounting rules, 326, sch. 4
information, 326, 8, 14, sch. 4
investments, 326, sch. 4
liabilities, 326, sch. 4
long term business, 326, sch. 4
managing agents, 326, 7, 11–16
MAPA, 309, 8–9; 326, 7, 9, 14, 16; 334, 2, sch. 2
members’ agents, 309, 8–11 sch. 1; 326, 16
multiple syndicates, 326, 7, 13, 16
Ombudsman, 408, 13
personal accounts, 326, 9, 10, 14, 16
reinsurance, 326, sch. 4
remuneration, 326, sch. 4
run-off, 326, 7, 11, 12, sch. 4
service companies, 326, sch. 4
stock lending, 326, sch. 4
syndicate meetings, 326, 15
solvency reporting, 204, sch. 1
syndicate accounts, 326, 7–18, 21, 26
taxation, 326, sch. 4
true and fair view, 326, 10
underwriting agents, 326, 12, 14, sch. 4
underwriting members, 326, 8, 9, 10, 16
years of account, 326, 7, 10, 14, sch. 4
Annual returns. See Returns
Annual subscribers, 122
accounts, 99, 75
admission, 99, 7–9
application for registration, 122, 3
appeals, 420, sch. 3
byelaws, 7, sch. 2
companies, 99, 76–77
conditions, 122, 6
criteria for registration, 122, 5
duty to report to Council, 122, 9
existing annual subscribers, 122, 12
fees, 99, 22; 110, 9
ineligibility, 99, 78
power to prescribe fees, 122, 10
powers of the Council, 122, 4
Register, 122, 1
registration requirement, 122, 2
removal from the Register, 122, 8
review of registration, 122, 7
Annulment of byelaws, 1, 28
Appeals
agents’ agreements, 310, 16; 420, sch. 3
annual subscribers, 420, sch. 3
approval of correspondents, 420, sch. 3
auditors, 102, 4
bankruptcy, 420, 3
commencement, 420, sch. 2
Committee of Lloyd’s, 420, sch. 3
conflicts of interest, 420, 4
costs, 420, 2, sch. 2
Council, 420, sch. 3; 421, 2, sch. 2
criminal offences, 420, 3
decisions, 420, sch. 2
Disciplinary Jurisdiction, 420, 3, 6, sch. 2
evidence, 420, sch. 2
grounds, 420, sch. 2
hearings, 420, 5, sch. 2
Human Rights Act 1998, 421A
individual registration, 115, sch. 1; 420, sch. 3
insolvency, 420, 3
joinder, 420, sch. 2
leave, 420, sch. 2
Lloyd’s advisers, 112, 9; 420, sch. 3
Lloyd’s brokers, 307, 12, 53, 55; 420, sch. 3
major syndicate transactions, 332, 7; 420, sch. 3
members, 420, sch. 3
misconduct, 420, 3
multiple syndicates, 311, 16; 420, sch. 3
notice, 4, 12; 420, sch. 2
personal stop loss reinsurance, 338, 12; 420, sch. 3
preliminary hearings, 420, 5
registration, 7, sch. 1; 100, 9; 110, 20
remuneration, 420, 2
representation, 420, sch. 2
right of, 420, 7A, 7B
rules, 420, sch. 2
run-off companies, 114, 12; 420, sch. 3
service of process, 420, sch. 2
statement of reasons, 420, 8
suspension of members, 4, 12
time limits, 4, 12; 420, sch. 2
Tribunal, 7, 2, 7, sch. 2; 106, 53, 55; 107, 30; 420, 1–10, sch. 1–4
composition, 420, 2
revocation of membership, 420, 3
umbrella arrangements, 107, 12, 30; 420, sch. 3
underwriting agents, 420, sch. 3
Approval of correspondents, 116, 1–15
appeals, 420, sch. 3
applications, 116, 6
conditions, 116, 9–10
Council, 116, 5–12
coverholders, 116, sch.
duration, 116, 8
fit and proper person, 116, 7
information, 116, 6
Lloyd’s brokers, 116, 6, 7, 10–12, sch.
marine open cargo covets, 116, sch.
notification of decisions, 116, 10
open market, 116, sch.
reviews, 116, 11
revocation, 116, 12
unapproved correspondents, 116, 2
Arbitration
administrators, 414, 3–4, sch. 1
agency agreements, 310, sch. 3
appointment of panels, 414, 2
arbitrators,
appointment of, 414, 4, sch. 1–2
vacancies, 414, 4, sch. 1
awards, 414, 4, sch. 1
byelaws, 7, sch. 2
commencement, 414, 4
companies, 310, sch. 4
costs, 414, 4, sch. 1
delegation, 414, 4, sch. 1
deposits, 414, sch. 1
governing law, 414, 4, sch. 1
guarantees, 339, sch. 2, 4
hearings, 414, 4, sch. 1
indemnities, 339, sch. 3
legal representation, 414, 4, sch. 1
Lloyd’s Arbitration Scheme, 310, sch. 1, 3, 4
managing agents agreements, 310, sch. 3, 4
members, 414, 1–5, sch. 1
members’ agents, 309, sch. 1
agreements, 310, sch. 1, 3
membership, exclusion form, 2, 20
modified rules, 414, 4
1992 and earlier years of account, 414, 5
Ombudsman, 408, 8
preliminary hearings, 414, 4, sch. 1
procedure, 414, 4, sch. 1
reports, 414, 4, sch. 1
security, 414, 4, sch. 1
Syndicate and Arbitration Agreement, 304, 18, sch. 2; 310, sch. 2–4
Tier 1, 414, 1–5, sch. 1
Tier 2, 414, 1–5, sch. 1–2
time limits, 414, 4, sch. 1
undertakings, 310, sch. 3
underwriting agents, 304, 18, 22, sch. 1; 414, 1–5 sch. 1–2
underwriting members, 310, sch. 3
Arrangements, 329, sch. 1–9, sch.; 332, 6, sch. 3; 341, 1–3
Assets
annual reports, 326, sch. 4
bank accounts, 106, 26, 37
Central Fund, 506, 2, 10A
companies, 204, 4A
depreciation, 326, sch. 4
eligible, 204, sch. 1
excluded, 204, sch. 1
Lloyd’s, 204, 4B, 5B
Lloyd’s advisers, 320, 16
Lloyd’s brokers, 106, 21, 26, 27
members, 111, 5
members’ agents, 204, 4
agreements, 310, sch. 1
New Central Fund, 522, 3, 9, 11
registration, 503, 10
returns, 204, 4–6, 11, sch. 1
solvency reporting, 204, 4–6, 9, 11, sch. 1
transfers, members’, 111, 5
underwriting agents, 330, sch. 2
valuation, 204, 9, sch. 4
Assignment
agents’ agreements, 310, 14, sch. 3
companies, 310, sch. 4
managing agents, 310, 15, sch. 4
participations, 310, 14, 15, sch. 3, 4
Associates
agency agreement, 310, sch. 3
appeals, 420, sch. 3
arrears, 99, 29
bankruptcy, 110, 9
criminal offences, 110, 10
fees, 99, 22; 110, 9
Lloyd’s brokers, 106, sch.
registration, 110, 2–10, 24
removal, 110, 5, 9
representatives, 110, 13
underwriting agents, 101, 1
Auctions, 331, 1–6, sch. 1
Auction Official, 331, 2–3
capacity allocation scheme, 331, 2, 5
documents, 331, 2, 3
fees, 331, 2
furtherance of scheme, 331, 2
MAPA, 331, 2
notice, 331, 2
pre-emption offers, 333, 2–3
subscription orders, 331, 2
tenders, 331, 2
underwriting agents, 331, 2
Auditors
confidentiality, 101, 63; 106, 41
following year underwriting, 336, 4
information, 204, 14
Lloyd’s brokers, 106, 38–43, 45, 48
MAPA reports, 334, sch. 2
reconstruction and renewal, 519, 12
reports, 106, 39, 45; 111, 36; 112, 25
rights, 101, 64; 106, 42; 111, 38; 112, 27
run-off, 312, 5, 8–9, 12
solvency reporting, 204, 14, sch. 1
undertakings, 101, 63; 106, 41; 111, 37; 112, 26
underwriting agents, 304, 7, sch. 2
Audits. See also Auditors
agency agreements, 310, sch. 3
annual reports, 309, 9; 326, 14
asset returns, 204, 5–5B
companies, 111, 32–39; 204, 5A; 310, sch. 4
disclosure of interests, 302, 3, 7
Lloyd’s, 204, 5B
Lloyd’s advisers, 112, 24–28
MAPA, 309, 9
members’ agents, 309, 9, sch. 1
agreements, 310, sch. 1, 4
solvency reporting, 204, 3, 5–5B
syndicates, 7, sch. 2
returns, 204, 3
underwriting agents, 101, 60–65
Australia
information, 316, 5–6
members’ agents, 316, 1–8, sch. 1
powers of attorney, 316, 3
reports, 316, 4, 6
syndicate lists, 316, 3
time limits, 316, 2
unsolicited calls, 316, 2, sch.
B
Ballots, 503, 2; 520, 9; 521, 5, 12, 20
Bank accounts, 304, 10
approved banks, 106, 28
assets, 106, 26, 27
IBAs, 106, 22–27
Lloyd’s brokers, 106, 22–27, 54, 57
security, 106, 26, 27
Bankruptcy
annual subscribers, 110, 9
appeals, 420, 3
associates, 110, 9
claims scheme, 323, 4
compensation scheme, 413, 2
Disciplinary Committee, 419, 4
European Union, 7, 9; 111, 46
exclusion form bankruptcy, 1, 22
guarantees, 337, sch.
meetings, 520, 1
members, 111, 46
members’ agency agreements, 310, sch. 1
membership, effect on, 7, 9
subscribers, 99, 80
suspension, 504, 1
underwriting agents, 304, 14, 17, sch. 2
Bilateral Arrangements, 342
permitted bilateral arrangements, 342, 2–9; 344, 1
agency agreements, 342, 2
annual limits on, 342, 6; 344, 6
auctions, 342, 3; 344, 3
conditions and requirements, 342, 5; 344, 5
fees, 342, 9; 344, 9
furtherance of, 342, 12; 344, 11
modification of rules, 344, 10
overseas jurisdictions, 342, 8; 344, 8
reduction in syndicate capacity, 342, 7; 344, 7
validation of, 342, 4; 344, 4
Binding authorities, 116, sch.; 314, 1–7, sch. 1; 340, 1–9
acceptance of business, 314, 2
claims scheme, 323, 2
commercial motor business, 314, sch. 1
consortium, 314, sch. 1
Council, 314, 4
coverholders, 340, 4
delegation, 340, 4
Lloyd’s brokers, 106, 11; 314, 3, sch. 1; 340, 2
Lloyd’s Policy Signing Office, 340, 3
multiple syndicates, 311, 3, sch. 1
registration, 340, 7
related Lloyd’s entity, 314, 3
requirements, 314, 3
territorial general cover conditions, 340, 5
umbrella arrangements, 107, 12, 16, sch. 1
Board of Trade, 1, 41
Borrowing
agency agreements, 310, sch. 3
buildings, 6, 3
Central Fund, 506, 5
companies, 310, sch. 4
high stop loss level fund, 512, 4
managing agents, 310, sch. 3, 4
New Central Fund, 522, 6
underwriting agents, 304, 9
Brochures
form and content, 309, 10
MAPA, 309, 4, 10, sch. 6
members’ agents, 309, 4, 6, 10, sch. 1, 6
qualifying, 309, sch. 1
Brokers. See Lloyd’s brokers
Buildings, 6, 3

Business plans, 101, 57A
Buy-outs, 332, 2, sch. 2
Byelaws. See also Words and phrases
annulment, 1, 28; 99, 1
continuance, 1, 28
maintenance, 502
miscellaneous matters, 503, 1–12
power, 1, 24
printing, 1, 27
proof, 1, 27
promulgation, 501
purposes, 7, sch. 2
C
Capacity allocation schemes, 331, 2, 5
Capital stock
expenses, 4, 7
guarantees, 4, 7
powers, over, 99, 82
purposes, 4, 7
transfer, 4; 4, 6
trustees, 1, 36; 4; 4, 6
Care and skill
agency agreements, 310, sch. 3
companies, 310, sch. 4
managing agents agreement, 310, sch. 4
members’ agents agreements, 310, sch. 1
Cargoes, 1, 33
Cash call, 326, 20, sch. 4; 512, 9
Central Accounting System
advice and accounting, 525, 9
agreed settlement dates, 525, 11
central accounting, 525, 5
currencies, 525, 8
default declarations, 525, 15
default, general saving, 525, 17
demand and collection of monies, 525, 6
establishment of bank accounts, 525, 7
exclusion from, 525, 19
obligation to fund settlements, 525, 13
settlement of transactions, 525, 10
settlement information statements, 525, 12
system transactions, 525, 16
termination, 525, 18
saving of rights on, 525, 20
wrongful and unpaid credits, 525, 14
Central file
companies, 111, 50
fees, 310, 12
Lloyd’s brokers, 106, 45, sch.
syndicate accounts, 326, 18
underwriting agents, 310, 12
Central Fund, 506, 1–12, sch.; 522, 1–17, sch. 1–3. See also New Central Fund
administration, 506, 1, 9
application, 506, 7–8
assets, 506, 1, 10A
borrowing, 506, 5
companies, 310, sch. 4
contributions, 310, sch. 1, 4; 506, 4; 514, 2–4
information, 506, 4
investments, 506, 6
liabilities, 506, 10–10A
managers, 506, 6
managing agents agreement, 310, sch. 4
meetings, 514, 3
members, 319, 3
members’ agents, 309, sch. 1
agreements, 310, sch. 1
solvency reporting, 204, sch. 1
syndicate premium income, 201, 1
undertakings, 514, 2
Certificates. See Market certificates
Chairman of Lloyd’s, 7, 3–4, 6, sch. 2
Charging powers, 510, 1–7
Children, 99, 6, 9, 12
Claims. See also Claims scheme (1994)
handling, 512, 15
high stop loss level fund, 512, 12, 15
Claims scheme (1994), 323, 1–19
bankruptcy, 323, 4
binding authority, 323, 2
composite and package policies, 323, 7
conflicts of interest, 323, 10
delegation, 323, 4, 5
Equitas, 323, 2
ex gratia payments, 323, 12
fees, 323, 16
indemnities, 323, 2
information, 323, 15
insolvency, 323, 4
leading underwriters, 323, 9
Lloyd’s brokers, 323, 13, 15
Lloyd’s Claims Office, 323, 4–12
managing agents, 323, 2, 4, 14
multi-slip placings, 323, 6
professional advisers, 323, 11
risk, 323, 3, 6–8
run-off, 323, 8, 10
special settlements, 323, 12
underwriting agents, 323, 2–19
Clearance notification, 101, 1, 10
Codes of practice
core principles, 330, 2
Lloyd’s advisers, 112, 6, 12, 14
Lloyd’s brokers, 106, 20
price sensitive information, 328, 2, sch. 2
syndicate accounts, 326, 6
umbrella arrangements, 107, 10
Commission
agents’ agreements, 310, sch. 3
annual reports, 326, sch. 4
calculation, 310, sch. 1, 3
companies, 310, sch. 4
deficit clause, 310, sch. 1, 3–4
introductory, 111, 3, 8, sch.; 309, sch. 1
Lloyd’s brokers, 106, 8
managing agents’ agreements, 310, sch. 4
members, 111, 8, sch. 1
members’ agents, 309, sch. 1; 310, 1
agreements, 310, sch. 1
profit, 310, sch. 1–2; 312, 16; 519, 10
reconstruction and renewal, 519, 8
run-off accounts, 310, sch. 3–4; 312, 16
time of payment, 310, sch. 3–4
underwriting agents, 304, 8, sch. 2
Committee of Lloyd’s, 4, 2
appeals, 420, sch. 3
appointment, 99, 62
Chairman, 99, 57; 521, 23
Deputy Chairman, 521, 23
elections, 1, 15; 99, 46
information, 101, 57
meetings, 99, 44–65; 521, 25
minutes, 99, 63
nomination, 99, 49
officers, 1, 8
personal stop loss reinsurance, 338, 11
powers, 7, 6
quorum, 1, 11; 511, 2
remuneration, 99, 65
retirement, 1, 13; 99, 45
rotation, 1, 14
seats, 99, 68–70
staff, 99, 66
suspension of members, 4, 12; 504, 1–8
underwriting agents, 101, 2, 11, 55, 57
vacation of seat, 99, 56
working, 7, 5
Committees. See also Committee of Lloyd’s
appointment, 7, sch. 2; 511, 1–5
disciplinary, 7, 2
quorum, 511, 1–5
Companies, 111, 3, 10, 12. See also Directors
accounts, 111, 32–39; 310, sch. 4
acknowledgements, 310, sch. 4
actions, 310, sch. 4
agents’ agreements, 310, 5
annual reports, 326, sch. 4
annual returns, 111, 16
annual subscribers, 99, 76–77
arbitration, 310, sch. 4
arrangements, 341, 1–3
asset returns, 204, 4A, 5A
assignment, 310, sch. 4
audits, 111, 32–39; 204, 5A; 310, sch. 4
borrowing, 310, sch. 4
central file, 111, 50
Central Fund contributions, 310, sch. 4
commission, 310, sch. 4
conditions, 111, 3
confidentiality, 310, sch. 4<z:jv190,200,200,>
connected, 101, 1; 106, 19, 54; 111, 6; 114, sch. 1<z:jv222,333,333>
contracts, 310, sch. 4
control, 310, sch. 4
conversion, 341, 1–3
declarations, 111, 15
delegation, 310, sch. 4
disclosure, 310, sch. 4
fees, 310, sch. 4
fiduciary duties, 310, sch. 4
fit and proper person, 111, 42
foreign, 106, 58A; 111, 25
governing law, 310, sch. 4
groups, 309, sch. 1
holding, 7, 2; 106, 44; 111, sch.; 303, 53
information, 204, 10; 301, 2–3; 310, sch. 4
jurisdiction, 310, sch. 4
Lloyd’s advisers, 112, 24; 310, sch. 4
Lloyd’s brokers, 7, 12; 106, 2, 5, 7, 11, 44, 58A
managing agents’ agreements, 310, sch. 4
appointment, 310, sch. 4
commencement, 310, sch. 4
duration, 310, sch. 4
duties, 310, sch. 4
powers, 310, sch. 4
services, 310, sch. 4
termination, 310, sch. 4
variation, 310, sch. 4
Lloyd’s Policy Signing Office, 310, sch. 4
MAPA, 310, sch. 4
meetings, 520, 7
multiple syndicates, 311, 8
New Central Fund, 310, sch. 4
notices, 310, sch. 4
novation, 310, sch. 4
obligations, 310, sch. 4
participation, 310, sch. 4
partnership, 310, sch. 4
penalties, 418, sch. 2
powers of attorney, 310, sch. 4
profit distribution, 310, sch. 4
property, 310, sch. 4
provision of information to, 326, 19A
reconstruction and renewal, 519, 11
records, 310, sch. 4
registered offices, 102, sch, 1
regulation, 310, sch. 2
reinsurance to close, 310, sch. 4
related, 7, 2–3
remuneration, 310, sch. 4
reports, 310, sch. 4
risk avoidance, 111, 30
run-off, 114, 1–24; 310, sch. 4; 312, 14
securities, 7, 12
service, 326, sch. 4
service of process, 319, 55
solvency reporting, 204, 4A, 5A, 7A, 12, sch. 1
subscriptions, 99, 25
subsidiaries, 7, 2
substitutes, 99, 77; 310, sch. 4
successors, 105, 1
suspension, 403, 3<z:jv190,200,200,>
Syndicate and Arbitration Agreement, 310, sch. 4<z:jv222,333,333>
syndicates, 310, sch. 4
taking over provisions, 310, sch. 4
taxation, 310, sch. 4
trusts, 310, sch. 4
umbrella arrangements, 107, 9
underwriting agents, 101, 1, 25, 42, 52A, 53; 204, 10
underwriting members, 111, 24
years of account, 310, sch. 4
Compensation scheme, 413, 1–20
actions, 413, 8
annual reports, 413, 1
applications, 413, 5–9
claims relating to 1992 and earlier years of account, 413, 20
contributions, 413, 13–14
determinations, 413, 7–9

eligibility, 413, 3
disqualification, 413, 4
establishment, 413, 1
fiduciary duties, 413, 4
fraud, 413, 1, 3
insolvency, 413, 3, 5
interest, 413, 13–14
notices, 413, 9
payments, 413, 11, 15
recovery of payments, 413, 15
quantum, 413, 10–12
subrogation, 413, 16
time limits, 413, 5
trusts, 413, 3
Compliance officers
fit and proper persons, 106, 7
Lloyd’s advisers, 112, 8, 11, 12, 31
Lloyd’s brokers, 106, 7, 18, 48, sch.
price sensitive information, 328, sch .2
qualifications, 113, 4–5
run-off companies, 114, 15, sch. 1
undertakings, 112, 11, 12
underwriting agents, 101, 1, 8, 52A, 53; 113, 4–5, 7, 9
Concentrations, 111, 27–28; 322, 3
Conduct of business
Lloyd’s advisers, 112, 12–15
Lloyd’s brokers, 106, 17–20
umbrella arrangements, 107, 14–18
Confidentiality, 417, 1–6, sch. 1–2
agency agreements, 310, sch. 3
auditors, 101, 63; 106, 41
byelaws, 7, sch. 2
companies, 310, sch. 4
criminal offences, 7, sch. 2
disciplinary proceedings, 7, sch. 2
individual registration, 115, sch. 1
Lloyd’s advisers, 112, 26
Lloyd’s brokers, 106, 41
managing agents agreements, 310, sch. 3, 4
members’ agency agreements, 310, sch. 1
Ombudsman, 408, 12
umbrella arrangements, 107, 24
underwriting agents, 303, 63; 304, 7
waiver, 304, 7; 310, sch. 1–2, 4
Conflicts of interest
appeals, 420, 4
claims scheme, 323, 10
Disciplinary Committee, 419, 5
Lloyd’s brokers, 106, 8, 9
underwriting agents, 101, 8A, 9; 330, sch. 2
Connected companies, 101, 1; 106, 19, 54; 111, 6; 114, sch. 1
Connected persons, 111, sch.; 311, sch. 1
Consortia, 311, 3, sch. 1; 314, sch.; 326, sch. 4
Constitution of Lloyd’s, 1, 2
Continuance of byelaws, 1, 28
Continuing professional education, 113, 6
Contracts. See also Agreements
companies, 310, sch. 4
directors, 1, 30
enforcement, 1, 5
following year underwriting, 336, 3, 4
guarantees, 337, 2—5; 339, sch. 2, 4
managing agents, 310, sch. 4; 325, 2
members’ agents, 309, 6; 310, sch. 1; 325, 5
agreements, 310, sch. 1
non-Lloyd’s intermediaries, 313, sch. 1
personal stop loss reinsurance, 338, 8
reinsurance to close, 317, 1, sch.
syndicates, 310, sch. 1
underwriting agents, 101, 1
Controllers
Lloyd’s advisers, 112, 6, 11, 31
Lloyd’s brokers, 106, 9, 48, sch.
majority, 101, 1
members, 111, 3, 6
run-off companies, 114, 14, sch. 1
umbrella arrangements, 107, sch. 1
undertakings, 106, 9; 112, 11
underwriting agents, 101, 9
Conversion, 329, 1–9, sch.; 332, 6, sch. 3; 341, 1–3
Core principles, 330, 1–3, sch. 1–2
Corporate members. See Companies
Correspondents. See Approval of correspondents
Costs, 402; 404, 4, sch. 1; 419, sch. 2; 420, sch. 2; 522, 12
Council
appeals, 420, sch. 3, 421, 2, sch. 2
ballot papers, 521, 12, 19, 20
binding authorities, 314, 4
Boards, 521, 27
byelaws, 7, sch. 2
Chairman, 521, 22
charging powers, 510, 4–5
Chief Executive Officers, 521, 24
composition, 521, 1
creditors, 106, 50
Deputy Chairman, 521, 22
disciplinary proceedings, 7, 7; 321, 1–5, sch. 1–3; 521, 19
documents, 521, 12
elections, 7, 3
enforcement, 201, 4
fees, 106, 52; 112, 33
forms, 521, 12
guarantees, 337, 7
indemnities, 7, sch. 2
individual registration, 115, 1–2, sch. 1
information, 105, 3; 106, 49; 107, 24; 111, 52, 54A; 112, 32; 335, 4A
Insurance Ombudsman Bureau, 411, 3
Lloyd’s advisers, 112, 4, 10, 22–23, 32–33, 35–36
Lloyd’s brokers, 106, 6, 13, 35–37, 49–53, 55, 57, 59
major syndicate transactions, 332, 8
MAPA, 322, 7
meetings, 421, sch. 2; 521, 25
members, 7, 3, sch. 4; 111, 3, 44, 52–54A
casual vacancies, 521, 20
cessation, 521, 19
decrease, 7, 3
election, 521, 2, 5, 18
external, 7, 2, 3; 521, 3, 7, 19–20
increase, 7, 3
interests, 521, 27
nominated, 7, 2, 3; 521, 4, 7–11
number, 521, 1
term of office, 521, 177
vacation of seat, 521, 21
working, 7, 2; 521, 6–7, 19–29
members’ agents’ agreements, 310, sch. 1
minutes, 521, 28
New Central Fund, 522, 15
non-Lloyd’s intermediaries, 313, 6
notices, 521, 5, 11–12
overseas deposits, 205, 1–4
permissions, 312, 19
power to enter into agreements, 525, 26
power to prescribe charges, 525, 24
powers, 7, 6; 106, 6, 35–36, 55; 107, 7, 23–24; 111, 52–53; 112, 36
cumulative, 106, 59; 111, 54, 525, 34
pre-emption offers, 333, 9
quorum, 511, 1
reconstruction and renewal, 519, 15
records, 521, 28
registration, 110, 5, 21; 112, 4; 114, 4–12
regulations, codes of practice and manuals, 525, 25
remuneration, 7, sch. 2; 517, 1
reports, 107, 23; 112, 22
representatives, 110, 14
run-off, 114, 2–21; 106, 51; 312, 19
scrutineers, 521, 14
seals, 521, 26
service of process, 521, 12
substitutes, 110, 14
agents, 300, 1–4
suspension, 504, 1–8
syndicate accounts, 326, 22
syndicate cessation, 332, sch. 4
syndicate premium income, 201, 1A, 4–5; 335, 4A
umbrella arrangements, 107, 7, 9–11, 13, 23–24, 30
undertakings, 522, 15
underwriting agents, 101, 13A; 304, 1, sch. 2
variation of services, 525, 27
voting, 521, 13–16
Coverholders
approval of correspondents, 116, sch.
binding authorities, 340, 4
Lloyd’s brokers, 106, 47, sch. 1
umbrella arrangements, 107, 16
Credit institutions, 111, sch.
Creditors
Council, 106, 50
Lloyd’s brokers, 106, 50, sch. 1
protection, 106, 50
Criminal offences
annual subscribers, 110, 10
appeals, 420, 3
associates, 110, 10
confidentiality,  7, sch. 2
Disciplinary Committee, 419, 4
disclosure, 417, 4
inquiries, 400, 1
members, 111, 43
members’ agents, 309, sch. 1
agreements, 310, sch. 1
price sensitive information, 328, sch. 2
stamps, imitation of, 1, 31
Crown, 1, 41
D
Damages, 7, 14
Debts, 1, 7; 7, 15, sch. 2
Declarations
accounts, 106, 33
companies, 111, 15
compliance, 106, sch.; 111, 53, sch. 1; 112, 20
Lloyd’s advisers, 112, 20
Lloyd’s brokers, 106, 33
members, 111, 15
war, 111, 47
Defamation, 7, 14
Definitions. See Words and phrases
Delegation
agency agreements, 310, sch. 3
arbitration, 414, 4, sch. 1
binding authorities, 340, 2
claims scheme, 323, 4, 5
companies, 310, sch. 4
managing agents, 323, 4
agreements, 310, sch. 4
members’ agents agreements, 310, sch. 1, 3
run-off companies, 114, 2
underwriting agents, 101, 53; 304, 4, sch. 2
Deposits
annual reports, 326, sch. 4
arbitration, 414, sch. 1
members, 111, 4–5
overseas, 205, 1–4
underwriting agents, 304, 5
Deputy Chairman, 7, 3–4, 6, sch. 2
Directors
changes, 114, 13
common directorships, 106, 16
contracts, 1, 30
disclosure of interests, 302, 1
executive, 113, sch.
fit and proper persons, 106, 7, 112, 5, 8, 11, 12
Lloyd’s brokers, 106, 7, 8, 15, 16, 48
MAPA, 322, 5; 334, sch. 2
members’ agents, 101, 38; 309, sch. 1, 2
multiple syndicates, 311, 20
qualifications, 113, 4–5
run-off companies, 114, 13
umbrella arrangements, 107, 10, sch. 2
undertakings, 112, 11
underwriting agents, 101, 8, 20, 38–39, 52A, 53, 56; 113, 4–5, 7, 9
Disciplinary Committee. See Disciplinary proceedings
Disciplinary proceedings, 419, 108, sch. 1–3
agency agreements, 310, sch. 3 appeals, 420, 3
appeals, 420, 3, 6, sch. 2
bankruptcy, 419, 4
Board, 419, 3
confidentiality, 7, sch. 2
conflicts of interest, 419, 5
contested proceedings, 419, sch. 2
costs, 419, sch. 2
Council, 7, 7; 421, 1–3, sch. 1–3; 521, 19
criminal offences, 419, 4
decisions, 419, sch. 2
defences, 419, sch. 2
definitions, 419, sch. 2
Disciplinary Tribunal, 419, sch. 2
conduct of proceedings, 419, sch. 2
disclosure, 302, 6; 417, 4
discontinuance of proceedings, 419, sch. 2
effect of decisions, 419, sch. 2
evidence, 419, sch. 2
expenses, 419, 2
Fixed Penalty Proceedings, 419, sch. 2
formal proceedings, 419, sch. 3
hearings, 419, sch. 2
Human Rights Act 1998, 419, sch. 2
inquiries, 400, 3
insolvency, 419, 4
institution of proceedings, 419, sch. 2
joinder, 419, sch. 2
Lloyd’s advisers, 112, 14
Lloyd’s brokers, 7, sch. 2; 106, 20
Lloyd’s Disciplinary Rules, 419, sch. 2
members,
revocation, 419, 4
suspension, 419, 4
members’ agents, 309, sch. 2
agreements, 310, sch. 1
misconduct, 418, 2–3, sch. 2; 419, 4
notices, 419, sch. 2
penalties, 418, sch. 2; 419, sch. 2; 421, 2
publication of decision, 419, sch. 2
remuneration, 419, 2
rooms, 7, sch. 2
sanctions, 7, 7
service of process, 419, sch. 2
settlements, 419, sch. 2
summary proceedings, 419, sch. 2
suspension, 403, 1–3, 5–6; 407, 11; 504, 1
umbrella arrangements, 107, 28
underwriting agents, 7, sch. 2; 304, 12
Disclosure
accountability, 302, 1
accounts, 302, 5, 3
agency agreements, 310, sch. 2
annual reports, 302, 1, 4, 7, 8, sch. 4
auditors, 302, 3, 7
companies, 310, sch. 4
concentrations, 111, 28
criminal offences, 417, 4
directions, 404, 1–3
directors, 302, 1
disciplinary proceedings, 302, 6; 417, 4
fair presentation, 302, 4
individuals, 302, 1
inquiries, 417, 4
interests, 302, 1–8
Lloyd’s advisers, 404, 2A
Lloyd’s brokers, 106, 19; 404, 2
managing agents, 302, 1–2, 4, 8
agreements, 310, sch. 2, 4
materiality, 302, 4
members, 111, 8
members’ agents, 302, 1, 3, 7
agreements, 310, sch. 1
multiple syndicates, 311, 9
non-disclosure, 417, 3
Ombudsman, 408, 7
participation, 111, 29
partnerships, 302, 1
procedures, 302, 5
records, 302, 5
related parties, 106, 19; 306, 10
remuneration, 302, 1
reports, 302, 7
risk avoidance, 111, 28–29
run-off managers, 302, 1
syndicate accounts, 326, 3–4
trusts, 302, 1
underwriting agents, 302, 1, 4, 6; 304, 19;404, 1, 3
Disputes
guarantees, 339, sch. 2, 4
indemnities, 339, sch. 3
reconstruction and renewal, 519, 8, 17
Distressed syndicates, 311, 6
Documents, 503, 2. See also Records
annual reports, 326, 15
auctions, 331, 2–3
brochures, 309, 4, 6, 10, sch. 6
Council, 521, 12
execution, of, 304, 4
high stop loss level fund, 512, 15
inquiries, 400, 6–7
Lloyd’s advisers, 112, 3, 6–7, 15, 28
Lloyd’s brokers, 106, 5, 10
managing agents, 339, 4
meetings, 520, 9
members, 112, 3, 11
members’ agents, 309, 4, 6, 10, sch. 1
agreements, 310, sch. 1
mergers, 332, sch. 1
penalties, 418, sch. 2
pre-emption offers, 333, 3
production, 304, 19
syndicate accounts, 326, 17–18
syndicate meetings, 324, 3
umbrella arrangements, 107, 6, 8–9
underwriting agents, 304, 4, 19
E
Education
continuing professional education, 113, 6; 343, 4
examination, qualifications and experience requirements, 343, 2
training and development plans, 343, 3
underwriting agents, 113, 6
Entrance fees, 99, 21–31; 105, 1–6
Equitas, 519, 3–7
claims scheme, 323, 2
directions, 519, 6
managing agents, 519, 5
members’ agents’ agreements, 310, sch. 1–2
New Central Fund, 522, 8
promotion of scheme, 519, 3
reconstruction and renewal, 519, 3–7, 14, 16
reinsurance, 519, 3–7, 14
supervision, 519, 5
undertakings, 519, 7
underwriting agents, 101, 51; 519, 4
Errors and omissions
managing agents, 326, sch. 6
underwriting agents, 101, 8
European Union
accounts, 111, 25, 35
bankruptcy, 7, 9; 111, 46
insolvency, 111, 46
Lloyd’s advisers, 112, 18, 24–25, 29
Lloyd’s brokers, 106, 58
members, 111, 16
syndicate accounts, 326, 26, sch. 7
underwriting agents, 101, 59; 304, sch. 1
Ex gratia payments, 323, 12
Exclusion from membership, 1, 19, 42
bankruptcy, 1, 22
byelaws, 1, 25; 7 sch. 2
fraud, 1, 21
non-payment of subscriptions, 1, 23
underwriting members, 7, sch. 2
Execution of documents, 304, sch. 1
Expenses
annual reports, 326, sch. 4
appeals, 420, 2
capital stock, 4, 7
Disciplinary Committee, 419, 1
Lloyd’s Act 1871, 1, 43
Lloyd’s Act 1911, 4, 15
Lloyd’s Act 1951, 6, 8
Lloyd’s Act 1982, 7, 15, 18
Ombudsman, 408, 14
syndicate accounts, 326, 6, 22, sch. 3
External members
byelaws, 7, sch. 4
Council, 7, 2, 3
Society, 7, 2
F
Fees. See also Commission
agency agreements, 310, sch. 3
annual subscribers, 110, 9
associates, 110, 9
annual, 310, sch. 1
auctions, 331, 2
central file, 310, 12
claims scheme, 323, 16
companies, 310, sch. 4
co-ordinating agents, 310, sch. 1
Council, 106, 52; 112, 33
entrance, 99, 21–31; 105, 1–6
Lloyd’s advisers, 112, 33
Lloyd’s brokers, 106, 52
managing agents agreements, 310, sch. 4
market certificates, 109, 7–8
members, 111, 53
members’ agents, 310, 1
agreements, 310, sch. 1
registration, 110, 19
representatives, 110, 14, 17
run-off companies, 114, 21
sponsors, 110, 14
substitutes, 110, 14, 17
umbrella arrangements, 107, 27
underwriting agents, 101, 67; 304, 15, sch. 2
winding up, 304, 15, sch. 2; 310, sch. 1
Fiduciary duties
agency agreements, 310, sch. 3
companies, 310, sch. 4
compensation scheme, 413, 4
managing agents’ agreements, 310, sch. 4
members’ agents’ agreements, 310, sch. 1
Fines, 402
Fit and proper persons
approval of correspondents, 116, 7
companies, 111, 42
compliance officers, 106, 7
determination of, 422
directions by Tribunal, 422, 3
proceedings, 422, 1
Tribunal, 422, 2
directors, 106, 7; 112, 5
Lloyd’s advisers, 112, 5, 6, 8
Lloyd’s brokers, 106, 7, 9, 11
members, 111, 6
underwriting agents, 101, 8, 9, 11
Following year underwriter, 336, 1–5, sch.
Force majeure, 525, 33
Foreign companies
admission, 111, 51
Lloyd’s brokers, 106, 58A
Forms, 503, 2
Council, 521, 12
indemnities, 513, sch.
meetings, 520, 9
overseas deposits, 205, 2
Fraud
compensation scheme, 413, 1, 3
exclusion from membership, 1, 21
member’s agents, 309, sch. 1
fraudulent trading, 309, sch. 1
Funds at Lloyd’s, 111, 3
G
Goodwill, 325, 2, 5
Governing law
agency agreements, 310, sch. 2
arbitration, 414, 4, sch. 1
companies 310, sch. 4
managing agents’ agreements, 310, sch. 2, 4
members’ agents’ agreements, 310, sch. 1
Guarantees, 4, 3–5, 9; 6; 337, 1–8, sch.
agreements, 339, 2, sch. 2, 4
approval, 337, 4–5
arbitration, 339, sch. 2, 4
bankruptcy, 337, sch.
Board of Trade, 6, 6
capital stock, 4, 7
contracts, 337, 2–5; 339, sch. 2, 4
Council, 337, 2–7
deficiency, 6, 7
disputes, 339, sch. 2, 4
insolvency, 337, sch.
life business, 339, sch. 4
Lloyd’s advisers, 112, 8
Lloyd’s brokers, 313, 3; 337, 5, 7; 339, 2, 8, sch. 2, 4
managing agents, 339, 2, 4
marine insurance, 4, 5

non-Lloyd’s intermediaries, 313, 3, 6; 339, sch. 2, 4
PCW syndicates, 507, 4
publicity, 337, 6
remuneration, 339, sch. 2, 4
review, 337, 7
suspension of guarantees, 4, 12
termination, 339, sch. 2, 4
trustees, 4, 8; 6, 5
H
High level stop loss fund, 512, 1–20, sch.
adjusted overall premium limit, 523, 6
borrowing, 512, 4
cash calls, 512, 9
claims handling, 512, 15
committee, 512, 14, 16; 523, 8
contributions, 512, 3
documents, 512, 15
establishment, 512, 2
final adjustment, 512, 10
indemnities, 512, 7–9, 11–15; 523, 3–4
information, 512, 15
managers, 512, 5
managing agents, 523, 5
New Central Fund, 523, 7
overall loss, 523, 5, 6
personal reinsurance, 512, 11
personal stop loss reinsurance, 512, 11
procedure, 523, 8
qualifying losses, 512, 3, 10–11; 523, 4
recoveries, 512, 13
resigning members, 512, 12
surplus, 512, 6; 523, 7
underwriting members, 512, 3
years of account, 523, 5
winding up, 523, 1–10
Holding companies, 7, 2; 101, 53; 111, sch.
Honorary members, 99, 19; 111, 2
I
IBAs, 106, 22–27
Incorporation
Lloyd’s, 1, 3
societies, other, of, 1, 39
Indemnities
arbitration, 339, sch. 3
claims scheme, 323, 2
Council, 7, sch. 2; 513, 1–3, sch.
disputes, 339, sch. 3
form of deed, 513, sch.
high stop loss level fund, 512, 7–9, 11–15; 523, 3–4
interim, 512, 8
Lloyd’s brokers, 313, 5; 339, 3; sch. 3
managing agents, 339, 3, sch. 3
motor insurance, 339, sch. 3
non-Lloyd’s intermediaries, 313, 5
provisional, 512, 9
remuneration, 339, sch. 3
termination, 339, sch. 3
trustees, 1, 37
Individual members. See also Individual registration
disclosure of interests, 302, 1
conditions, 111, 6
multiple syndicates, 311, 10
penalties, 418, sch. 2
Individual registration, 115, 1, sch. 4
amendment, 115, sch. 1
appeals, 115, sch. 1; 420, sch. 3
application, 115, sch. 1
confidentiality, 115, sch. 1
Council, 115, 1–2, sch. 1
criteria, 115, sch. 1
determination of the application, 115, sch. 1
duties, 115, sch. 1
general principles, 115, 1
general provisions, 115, sch. 1
interpretation, 115, 4, sch. 2
notices and service, 115, sch. 1
register, the, 115, 2
regulated functions, 115, sch. 3
review, 115, sch. 1
rules, 115, 3, sch. 1
termination, 115, sch. 1
time, 115, sch. 1
transitional provisions, 115, sch. 1
Information, 417, 1–6, sch. 1–2. See also Confidentiality, Documents, Price sensitive information, Reports
accounts, 111, 33
agency agreements, 310, sch. 3
annual reports, 326, 8, 14, sch. 4
approval of correspondents, 116, 6
auditors, 204, 14
Australia, 316, 5–6
cargoes, 1, 33
Central Fund, 506, 4
claims scheme, 323, 15
Committee of Lloyd’s, 101, 57
companies, 204, 10; 301, 1–3; 310, sch. 4
confidentiality, 525, 23
Council, 105, 3; 106, 49l; 107, 24; 111, 52, 54A; 112, 32; 335, 4A
disclosure of interests, 302, 4, 6
high stop loss level fund, 512, 15
inquiries, 400, 6–7
Lloyd’s Act 1982 byelaw, 301, 1–3
Lloyd’s advisers, 112, 3, 6–7, 10, 18, 20, 26–28, 31, 32
Lloyd’s brokers, 106, 5, 10, 13, 15, 42, 43, 49; 301, 1; 339, 8
managing agents, 301, 2; 306, 9; 310, sch. 2, 4; 311, 20; 339, 7
MAPA, 326, sch. 5; 334, 2
members, 99, 79; 111, 7, 8, 11, 52, 54A; 503, 4
members’ agents, 309, 2; 316, 5
agreements, 310, sch. 1–2
mergers, 332, sch. 1
minority buy-outs, 332, sch. 2
multiple syndicates, 311, 20
New Central Fund, 522, 14
Ombudsman, 408, 12
partnerships, 301, 1–3
penalties, 418, sch. 2
power to require production, of, 417, 2
provision of accounting, 525, 21
publication, 4, 4; 6
reconstruction and renewal, 519, 2
related parties, 306, 9
shipping, 1, 33
solvency reporting, 204, 10, 14
statements of principle, 332, sch. 5
storage and distribution, 525, 22
subscribers, 99, 79
substitute agents, 300, 2
syndicate accounts, 326, 2, 4
syndicate cessation, 332, sch .4
syndicate premium income, 201, 4; 335, 4A
umbrella arrangements, 107, 6, 8–9, 13, 20, 21–27
underwriting agents, 101, 6, 55, 57, 64–65; 204, 10; 302, 6; 304, sch. 2; 330, sch. 2
Injunctions, 402
Inquiries, 400, 1–7; 407, 10; 417, 4
Insolvency. See also Bankruptcy, Winding up
appeals, 420, 3
claims scheme, 323, 4
compensation scheme, 413, 2, 5
Disciplinary Committee, 419, 4
European Union, 111, 46
fraudulent trading, 309, sch. 1
guarantees, 337, sch.
meetings, 520, 6
members, 111, 46
members’ agency agreements, 310, sch. 1
notification, 304, 14
suspension, 504, 1
underwriting agents, 304, 14–15
wrongful trading, 309, sch. 2
Insurance Brokers’ Registration Council, 107, 22
Insurance Ombudsman Bureau, 411, 1–5, sch.
awards, 411, sch.
Council, 411, 3
information, 411, 4
investments, 411, sch.
membership, 411, 2
powers and duties, 411, sch.
proceedings, 411, 3
syndicates, 411, 2
underwriting members, 411, 2
Insurance services, 525, 2–4
conditions and requirements, 525, 4
provision, 525, 2
use of by members, 525, 3
Interest rates, 310, 9
Intermediaries. See also Agents, Lloyd’s brokers, Non-Lloyd’s intermediaries
Pool Re, 321, 1–2
run-off accounts, 315, 1–3
specification, 315, 2
Interpretation. See Words and phrases
Introductory commission, 111, 8, sch.; 309, sch. 1
Introductory test, 104, 1–4
Investigations, 400, 1–7; 407, 2–12. See also Ombudsman
Investments
annual reports, 326, sch. 4
calendar year investment yield, 326, sch. 4
Central Fund, 506, 6
Insurance Ombudsman Bureau, 411, sch.
managing agents, 326, sch. 6
New Central Fund, 522, 7
powers, 99, 83; 503, 9
price sensitive information, 328, sch. 2
syndicate accounts, 326, sch. 3
underwriting agents, 304, 5
Issue of proceedings, 402
J
Japan, 523, 1–6
Jurisdiction
agency agreements, 310, sch. 2
companies, 310, sch. 4
managing agents’ agreements, 310, sch. 2, 4
members’ agency agreements, 310, sch. 1
overseas, 333, 8
pre-emption offers, 333, 8
underwriting agents, 304, 24, sch. 2
L
Laws,
compliance with, 525, 31
Legal proceedings. See Actions
Liabilities, 1, 4
annual reports, 326, sch. 4
Central Fund, 506, 10
limitation of liability, 1, 40
New Central Fund, 522, 11–12
novation, 310, sch. 3, 4; 336, 5
Society of Lloyd’s, 7, 14
solvency reporting, 204, 9, sch. 1
trustees, 1, 38
undertakings, 304, 9
underwriting agents, 304, 9
valuation, 204, 9
Libel or slander, 7, 14
Life business
agreements, 339, sch. 4
commercial, 101, sch. 1; 339, 6
guarantees, 339, sch. 4
non-Lloyd’s intermediaries, 313, sch. 1; 339, 6
temporary cover, 339, 6
Limitation of liability, 1, 40
Limitation periods. See Time limits
Line slips, 311, sch. 1
Lloyd’s, incorporation, 1, 3
Lloyd’s advisers, 112, 1–38
accounts, 112, 17–24, 31
annual returns, 112, 29
appeals, 112, 9; 420, sch. 3
assets, 112, 16
audits, 112, 24–28
breaches, 112, 21
codes of practice, 112, 6, 12, 14
companies, 112, 3, 24
compliance officers, 112, 8, 11, 12, 31
conduct of business, 112, 12–15
confidentiality, 112, 26
controllers, 112, 6, 11, 31
Council, 112, 4, 10, 22–23, 32–33, 35–36
declarations, 112, 20
directors, 112, 8, 11, 12
disciplinary proceedings, 112, 14
disclosure, 404, 2A
documents, 112, 3, 6–7, 26, 28
European Union, 112, 18, 24–25, 29
fees, 112, 33
financial provision, 112, 16–30
fit and proper persons, 112, 5, 6, 8
guarantees, 112, 8
information, 112, 3, 6–7, 10, 18, 20, 26–28, 31–32
managers, 112, 8, 11
members’ agents, 112, 34
mergers, 332, sch. 1
misconduct, 112, 3
notices, 112, 31, 37
partnership, 112, 3, 5, 8, 11, 12, 24
professional indemnity insurance, 112, 30
records, 112, 15
registration, 112, 2–9
applications, 112, 3
conditions, 112, 6
criteria, 112, 5
Council, 112, 4
review, 112, 4, 6–7
removal, 112, 4, 6, 8
remuneration, 112, 28
reports, 112, 22, 25
returns, 112, 29
service of process, 112, 37
statements of principle, 332, sch. 5
supplementary statements, 112, 19
suspension, 403, 5A
terms of business, 112, 13
transfer, 341, 2
undertakings, 112, 6, 8, 11, 12, 26
Lloyd’s Arbitration Scheme, 310, sch. 1–2, 4
Lloyd’s brokers, 123
annual subscribers, 110, 3, 9
appeals, 420, sch. 3
approval of correspondents, 116, 6–7, 10–12
associated, with, 101, 1; 301, 1
binding authorities, 314, 2, sch. 1; 340, 2<z:jv222,333,333>
byelaws, 7, sch. 2
claims scheme, 323, 13, 15
companies, 7, 12
Council, 123, 3, 9
disciplinary proceedings, 7, sch. 2
disclosure, 404, 2
divestment, 123, 10
existing, 123, 12
fees, 123, 9
grouping, 101, 8A
guarantees, 313, 3; 337, 5, 7; 339, 2, 8, sch. 2, 4
indemnities, 313, 5; 339, 3, sch. 3
individuals, 7, 12
information, 301, 3; 339, 8
managers, 7, 2
managing agents, 7, 10–11; 101, 14; 339, 2–3
member’s agents, 309, sch. 1
non-Lloyd’s intermediaries, 313, 3–6, sch. 1
original, 116, sch.
partnerships, 7, 12
powers of the Council, 123, 3
professional indemnity insurance, 123, 6
reconstruction and renewal, 519, 11A, 12
registration, 100, 5; 123, 1
additional requirements, 123, 5
application for, 123, 2
criteria, 123, 4
removal, 123, 8
review, 123, 7
remuneration, 339, sch. 2–4
restrictions, 7, 10
review powers, 406, 2, 3
subscriptions, 99, 25
suspension, 403, 5–6; 407, 12
underwriting agents, 101, 1, 8A, 9, 14, 44, 53
unregistered persons, 123, 11
Lloyd’s Claim Office, 323, 3–12
Lloyd’s Japan Inc, 524, 1–6, sch.
Lloyd’s Market Certificate. See Market Certificates
Lloyd’s Policy Signing Office
amendments, 527, 20, sch. 2
authorisation to transfer, 527, 2
commencement, 527, 21
conditions and requirements, 527, 5
confidentiality of information, 527, 10
interpretation, 527, 1, sch. 1
Policy Signing Services, 527, 6
power of the Council,
cumulative, 527, 19
to prescribe charges and expenses, 527, 11
power to enter into agreements etc., 527, 13
powers to prescribe etc., 527, 18
prescribed insurance documents, 527, 7
provision of information, 527, 8
provision of services, 527, 3
regulations, codes of practice and manuals, 527, 12
Scottish limited partnerships, 527, 17
service of notices, 527, 16
storage and distribution of information, 527, 9
use of services, 527, 4
variation of services, 527, 14
withdrawal of a service, 527, 15
Long term business
annual reports, 326, sch. 4
members, 111, 4
LPSO. See Lloyd’s Policy Signing Office
Lutine,1, 35
M
Maintenance of byelaws and regulations, 502
Major syndicate transactions, 332, 1–11, sch. 1–5
appeals, 332, 7; 420, sch. 3
arrangements, 332, 6
cessation, 332, 4, sch. 4
conversion, 332, 6
Council, 332, 8
information, 332,
managing agents, 332, 2–3
mandatory offers, 332, 3, sch. 3
mergers, 332, 1, 4, sch. 1
minority buy-outs, 332, 2, sch. 2
statements of principle, 332, 5, sch. 5
underwriting agents, 332, 3
years of account, 332, 1–4
Maladministration, 408, 7
Managers
Central Fund, 506, 6
high stop loss level fund, 512, 5
Lloyd’s advisers, 112, 8, 11
Lloyd’s brokers, 7, 2; 106, 7
member’s agents, 309, sch. 2
New Central Fund, 522, 7
regulation, 310, sch. 3
run-off companies, 101, 1, 8, 53; 109; sch.; 306, sch. 1; 310, sch. 4
undertakings, 112, 11
Managing agents
accounts, 310, 13, sch. 4
actions, 310, sch. 4
agreements, 310, 5, 11B, 13, 15, sch. 1–3, 4
commencement, 310, sch. 3 , 4
duration, 310, sch. 4
termination, 310, sch. 3
variation, 310, sch. 2, 4
annual returns, 326, 7, 11–16
appointment, 310, sch. 3 , 4
arbitration, 310, sch. 3, 4
assignment, 310, sch. 4
associated, with, 101, 1
borrowing, 310, sch. 3, 4
care and skill, 310, sch. 4
Central Fund contributions, 310, sch. 4
claims scheme, 323, 2, 4, 14
commission, 310, 1, sch. 4
companies, 310, sch. 4
confidentiality, 310, sch. 2, 4
construction of references to, 311, sch. 1
contracts, 310, sch. 4; 325, 2
control, 310, sch. 4; 339, 5
cumulative powers, 346, 9
delegation, 310, sch. 4; 323, 4
disclosure, 302, 1–2, 4; 310, sch. 2 , 4
documents, 339, 4
duties, 310, sch. 2, 4; 339, 2–3
Equitas, 310, sch. 2; 519, 5, 10
errors and omissions, 326, sch. 6
fees, 310, 1, sch. 4
fiduciary duties, 310, sch. 4
following year underwriting, 336, 3–5
goodwill, 325, 2
governing law, 310, sch. 2, 4
grouping, 101, 8A; 106, 8
guarantees, 339, 2, 4
high level stop loss fund, 523, 5
indemnities, 339, 3, sch. 3
information, 301, 1–2, 306, 9; 310, sch. 2, 4; 311, 20; 339, 7
investments, 326, sch. 6
joint applications, 311, 11
jurisdiction, 310, sch. 2, 4
Lloyd’s brokers, 7, 10–11; 101, 14; 106, 8, 14; 339, 2
Lloyd’s Policy Signing Office, 310, sch. 4; 339, 4
MAPA, 309, sch. 6; 310, sch. 4; 326, sch. 6
members’ agents agreements, 310, sch. 1
mergers, 332, 1, sch. 1
minority buy-outs, 332, sch. 2
monitoring, 335, 2
motor insurance, 339, 2, 3
multiple syndicates, 311, 2, 4–11, 13, 15, 20, sch. 1; 326, sch. 8
non-Lloyd’s intermediaries, 339, 2; 339, 5, 6, 7
notices, 310, 11B, sch. 2, 4
novation, 310, sch. 4
obligation to make, 346, 2
participations, 310, 15, sch. 4
personal lines business, 339, 2
personal stop loss reinsurance, 338, 5–9
pooling arrangements, 310, sch. 4
powers, 310, sch. 4; 339, 2–5
powers of attorney, 310, sch. 1 , 4
pre-emption offers, 333, 2–7
profits, 310, sch. 4
property, 310, sch. 4
records, 310, sch. 4
registration, 101, 16
reinsurance,
close, to, 310, sch. 4
resume, 326, sch. 6
regulation, 310, sch. 3, 4
related parties, 306, 3, 7–8, 9, sch. 1
remuneration, 310, sch. 4
reports, 310, sch. 2, 4 ; 312, 13
restrictions, 7, 11
revocations, 346, 10
run-off, 114, 2, 17–20, 22; 310, sch. 4; 312, 3–15; 326, sch. 6
sales, by, 325, 2
services, 310, 1, sch. 4
solvency reporting, 204, 2–3, sch. 1
statements of principle, 332, sch. 5; 346, 7
substitute agents, 310, sch. 2, 4
syndicate accounts, 326, 4, sch. 6
Syndicate and Arbitration Agreement, 310, sch. 2
syndicate cessation, 332, sch. 4
syndicate meetings, 324, 3, 5
syndicate premium income, 201, 2, 4; 310, sch. 2; 338, 5
syndicates, 310, sch. 4
taking over provisions, 310, 13, sch. 4
taxation, 310, sch. 4
transfers, 341, 2
trusts, 310, sch. 3, 4
umbrella arrangements, 107, 9, 30
underwriting agents, 101, 14, 16
underwriting members, 310, sch. 2
underwriters, 101, 1, 3–4, 8–16, 19–21, 24, 29, 33, 50, 52B–53A, 57A
waiver of requirement to make, 346, 6
years of account, 310, sch. 4; 326, sch. 6
Mandatory offers, 332, 3, sch. 3
cumulative powers, 346, 9
obligation to make, 346, 2
revocations, 346, 10
statements of principle, 346, 7
waiver of requirement to make, 346, 6
MAPA, 309, 8–11; sch 1.; 322, 1–8
agents’ agreements, 310, 1, 10, 14, sch. 3
annual reports, 309, 8–9; 326, 7, 8, 9–10, 14, 16, sch. 4; 334, 2, sch. 2
auctions, 331, 2
auditors, 334, sch. 2
audits, 309, 9
brochures, 309, 4, 10, sch. 6
capacity, 309, sch. 6
companies, 310, sch. 4
composition, 309, sch. 6
concentrations, 322, 3
Council, 322, 7
directors, 322, 5; 334, sch. 2
information, 326, sch. 5; 334, 2
managing agents, 309, sch. 6; 326, sch. 6
members’ agents, 309, 4, 8–10, sch. 1, 6
agreements, 310, sch. 1, 4
mergers, 332, sch. 1
notification, 309, sch. 6
operation, 322, 2
partnership, 322, 5; 334, sch. 2
participation, 322, 4
personal accounts, 326, sch. 5
pre-emption offers, 333, 2, 4–7
reports, 334, 1–4, sch. 1–2
seven year summary, 309, sch. 6
statements of principle, 332, sch .5
syndicate cessation, 332, sch. 4
syndicate meetings, 324, 8
syndicates, 309, sch. 6; 322, 2–4
years of account, 309, 10, sch. 6; 326, sch. 5
Marine insurance
guarantees, 4, 5
marine open cargo cover, 116, sch; 314, sch.
Market certificates, 109, 1–11
awards, 109, 7
examinations, 109, 2, 5–9
exemptions, 109, 2–4
fees, 109, 7–8
Materiality, 302, 4
Medals, 99, 85; 503, 12
Meetings. See also Syndicate meetings
accounts, 99, 43
adjournment, 520, 12
advertisements, 520, 4
annual, 514, 3; 520, 1–18, sch. 1–2
attendance, 520, 13
ballot papers, 520, 9, 14
bankruptcy, 520, 6
byelaws, 7, 6, sch. 2
Central Fund, 514, 3
Chairman, 99, 34; 520, 11
Committee, 99, 44–65; 521, 25
companies, 520, 7
Council, 421, sch. 2; 521, 25
deceased, 520, 6
documents, 520, 9
extraordinary general, 99, 33; 514, 3; 520, 1–18, sch. 1–2
forms, 520, 9
general, 99, 32–43; 114, sch. 1
insolvency, 520, 6
members, 7, sch. 4
notice, 4, 14; 99, 36, 50; 520, 1–5, 9
ordinary, 99, 32
procedure, 520, 12, 15
proxies, 514, 3; 520, 4, 8
quorum, 7, sch. 2; 99, 44; 514, 3; 520, 10
records, 99, 40, 63; 520, 15
resolutions, 520, 5
run-off, 114, sch. 1; 312, 11, 14
scrutineers, 99, 39, 52; 520, 16
service of process, 520, 9
special, 99, 58
sub-committees, 99, 60
suspension of members, 4, 12
time limits, 7, sch. 4; 520, 3
voting, 1, 18; 99, 35, 37–38, 42, 51, 54; 514, 3; 520, 6–9, 13–14
weekly, 99, 58
Members, 319, 1–57, sch. See also Admission, External members, Members’ agents, Nominated members, Non-underwriting members, Ombudsman, Suspension, Underwriting members
appeals, 420, sch. 3
bankruptcy, 7, 9
accounts, 111, 14, 32–39
actions, 111, 55
admission, 111, 6–11
annual returns, 111, 16
applications, 111, 3
approved credit institutions, 111, sch.
assets, 111, 5
audits, 111, 32–39
bankruptcy, 111, 46
breach, 111, 19
categories, 111, 2
central file, 111, 50, sch.
Central Fund, 111, 3, sch.; 514, 2
cessation for not underwriting, 111, 41, 48
changes, 111, 14
classes, 111, 2
commission, 111, 8
companies, 111, 2, 6, 10, 12, 15–16, 42, 50–51, 55
compensation scheme, 413, 1–120
compliance, 111, 16, 18, 32–39, 53
conditions, 111, 3–4, 6, 45
connected companies, 111, 6
continuing requirements, 111, 12–19
controllers, 111, 3, 6, 16
Council, 7, 3; 111, 3, 44, 53–5A
criminal offences, 111, 43
declarations, 111, 15, 53
deposits, 111, 4–5
disclosure, 111, 8
documents, 111, 3, 11
elections, 7, sch. 4
European Union, 111, 16, 46
exclusion, 1, 20; 1, 42
false or misleading statements, 111, 9
fees, 105, 2; 111, 53
fit and proper persons, 111, 7, 42
foreign bodies, 111, 51
funds at Lloyd’s, 111, 4
honorary, 99, 19; 111, 2
information, 99, 79; 111, 7, 8, 11, 52; 503, 4
insolvency, 111, 46
limitation of liability, 1, 40
list, 503, 11
Lloyd’s advisers, 111, 13
long term business, 111, 4
meetings, 7, sch. 4
mergers, 332, sch. 1
minority buy-outs, 332, sch. 2
misconduct, 111, 45
name of Lloyd’s, 111, 17
notices, 4, 14; 111, 44, 49, 55
overseas deposits, 205, 1–4
partnerships, 111, 6, 51A
pre-emption offers, 333, 2
reconstruction and renewal, 519, 14
registration, 7, sch. 1; 100, 1–13; 353
relevant,
resignation, 111, 40; 512, 12
retirement, 1, 8
revocation of membership, 111, 43–48
risk avoidance, 111, 25–31
Scotland, 111, 51A
service of process, 111, 55
set-off, 111, 49
Society, 7, 2
solvency reporting, 204, 8
sponsorship, 111, 7, 13
subscriptions, 105, 2
arrears, 99, 30
suspension, 403, 3
syndicate cessation, 332, sch. 4
undertakings, 111, 3
war, 111, 47
working, 7, 2, 5
Members’ agents. See also MAPA
actions, 309, sch. 2; 310, sch. 1
agreements, 310, 11A; sch. 1
commencement, 310, sch. 1
termination, 310, sch. 1
variation, 310, sch. 1
annual reports, 309, 8–9, sch. 1; 326, 16
appointment, 310, sch. 1
arbitration, 309, sch. 2; 310, sch. 1
assets, 310, sch. 1
returns, 204, 4
audits, 309, 9; 310, sch. 1
Australia, 316, 1–8, sch.
authority, 310, sch. 1
bankruptcy, 310, sch. 1
brochures, 309, 4, 6, 10, sch. 1
care and skill, 310, sch. 1
Central Fund, 309, sch. 1; 310, sch. 1
commission, 309, sch. 1; 310, sch. 1
confidentiality, 310, sch. 1
contracted syndicates, 310, sch. 1
contracts, 309, 6; 310, sch. 1; 325, 5
co-ordinating, 204, 7, sch. 1; 310, 1, 7–8, sch. 1
Council, 309, 12; 310, sch. 1
criminal offences, 309, sch. 2; 310, sch. 1
delegation, 310, sch. 1 –2
directors, 101, 38; 309, sch. 1–2
disciplinary proceedings, 309, sch, 2; 310, sch. 1
disclosure, 302, 1, 3, 7; sch. 1
documents, 310, sch. 1
duties, 201, 3; 310, sch. 1–2
Equitas, 310, sch. 1
fees, 310, sch. 1
fiduciary duties, 310, sch. 1
files, 309, 5
fraudulent trading, 309, sch. 2
goodwill, 325, 5
governing law, 310, sch. 1
groups of companies, 309, sch. 1, sch. 2
illustrative participations, 309, 12, sch. 1
independence, 309, sch. 1
information, 309, 1–13, sch. 1; 310, sch. 1–2; 316, 5
insolvency, 310, sch. 1
interests, 309, sch. 1
investments, 310, sch. 1
jurisdiction, 310, sch. 1
Lloyd’s advisers, 320, 12, 34
Lloyd’s brokers, 106, 8; 309, sch. 1
managers, 309, sch. 2
managing agents, 310, sch. 1
MAPA, 309, 4, 8–11, sch. 1, 4; 310, sch. 1
mergers, 332, sch. 1
multiple syndicates, 311, sch. 1
notices, 310, 11A, sch. 1
notification, 309, 11
participations, 310, sch. 1
partnerships, 309, sch. 1, 2; 310, sch. 1
performance, 309, sch. 2
personal reserves, 310, sch. 1
personal stop loss reinsurance, 338, 4, 6, 7
policy statements, 309, sch. 2
powers, 310, sch. 1
powers of attorney, 310, sch. 1 –2
pre-emption offers, 333, 3
prescribing dates, 309, 12
property, 310, sch. 1
records, 310, sch. 1
regulation, 310, sch. 1
reinsurance, 309, sch. 1; 310, sch. 1
relevant dates, 309, 7, sch. 1
relevant years, 309, 7
remuneration, 302, 1; 310, sch. 1
reports, 309, 2, 4, 5, 6, 8–11, sch. 1; 316, 4
reserves, 310, sch. 1
run-off, 309, sch. 1
sales, by, 325, 5
service of process, 310, sch. 1
services, 310, 1, sch. 1
solvency reporting, 204, 4, 12, sch. 1
standard agreements, 310, 1
statements of principle, 332, sch. 5
subscriptions, 310, sch. 1
substitutes, 310, sch. 1
suspension, 310, sch. 1
syndicate accounts, 326, 19
syndicate cessation, 332, sch. 4
Syndicate and Arbitration Agreement, 310, sch. 3
syndicate premium income, 201, 3, 4; 310, sch. 1; 335, 5
syndicate relationships, 309, 3, 5, sch. 2, 3
syndicates, 309, sch. 4; 310, sch. 1
taxation, 310, sch. 1
transfer, 341, 2
trusts, 310, sch. 1
underwriting agents, 101, 1, 3–4, 8, 11, 13, 35–49, 52; 304, sch. 1
underwriting members, 309, sch. 1, 2, 3; 310, sch. 1
winding up, 309, sch. 2; 310, sch. 1
wrongful trading, 309, sch. 2
years of account, 309, 10, sch. 1, 2; 310, sch. 1
Mergers, 310, sch. 1; 332, 1, 4, sch. 1
Minority buy-outs, 332, 2, sch. 2
Minors, 99, 6, 9, 12
Misconduct
appeals, 420, 3
disciplinary Committee, 418, 2–3, sch. 2; 419, 4
individual registration, 115, sch. 1(5), sch. 2
inquiries, 400, 1
Lloyd’s advisers, 112, 3
Lloyd’s brokers, 106, 53
members, 111, 25
multiple syndicates, 311, 2
penalties, 418, 1–6, sch. 1–2
reporting, 412, 1–3
umbrella arrangements, 107, 28
Modified arbitration procedure, 414, 4
Monitoring
managing agents, 335, 2; 339, 2
personal stop loss reinsurance, 338, 5
syndicate premium income, 335, 1–7
Motor insurance
binding authority, 314, sch.
commercial, 313, 4, sch. 1; 314, sch.; 339, 2, 6
green card, 314, sch.
indemnities, 339, sch. 3
managing agents, 339, 2–3
non-Lloyd’s intermediaries, 313, 4, sch. 1; 339, 6
temporary cover, 339, 6
Multiple syndicates, 311, 1–22, sch. 1–2
agents, 311, 2
annual reports, 326, 7, 13, 16
appeals, 311, 16; 420, sch. 3
binding authority, 311, 3, sch. 1
companies, 311, 8
connected persons, 311, sch. 1
consent, 311, 7, 10–16
consortium, 311, 3, sch. 1–2
directors, 311, 20
disclosure, 311, 9
distressed syndicates, 311, 6
individuals, 311, 10
information, 311, 20
joint applications, 311, 11
line slips, 311, sch. 1
misconduct, 311, 2
managing agents, 311, 2, 4–11, 13, 15, 20, sch. 1; 326, sch. 8
members’ agents, 311, sch. 1
mirror syndicates, 311, 5
new syndicates, 311, 8, 9
permission to act for, 311, 1–9
reinsurance, 17–19
close, to, 311, 4, sch. 1
remuneration, 311, 5
restrictions, 311, 3
risks, 311, 4
run-off syndicates, 311, 6
syndicate accounts, 326, sch. 8
underwriting agents, 311, 2–9
years of account, 326, sch. 8
Multi-slip placings, 323, 6
N
Name of Lloyd’s, 111, 17
Names. See Underwriting members
New Central Fund, 310, sch. 1; 522, 1–17, sch. 1–3
application, 522, 8–12
assets, 522, 3, 9, 11
borrowing, 522, 6
constitution, 522, 2
contributions, 522, 4, 10, 13, sch. 2
costs, 522, 12
Council, 522, 15
Equitas, 522, 8
establishment, 522, 2
information, 522, 14
investments, 522, 7
liabilities, 522, 11–12
managers, 522, 7
non-payment, 522, 13
reconstruction and renewal, 522, 15
refunds, 522, 10, sch. 2
service of process, 522, 12
undertakings, 522, 5, 15
1994 Claims Scheme. See Claims scheme (1994)
Nominated members, 7, 2; 7, 3
Non-Lloyd’s intermediaries, 313, 1–8, sch. 1
acceptance of business directly from, 313, 2
commercial motor insurance, 313, 4, sch. 1
construction of references to, 313, sch. 1
contracts, 313, sch. 1
Council, 313, 6
guarantees, 313, 3, 6; 339, sch. 2, 4
indemnities, 313, 5
life business, 313, sch. 1; 339, 6
Lloyd’s brokers, 313, 3–6, sch. 1
managing agents, 313, sch. 1; 339, 2, 5, 6, 7
motor business, 339, 6
personal lines business, 313, 2, sch. 1; 339, 6
related Lloyd’s entity, 313, 4–5, sch. 1
remuneration, 339, sch. 2, 4
temporary cover, 313, sch. 1; 339, 6
underwriting members, 313, 4
Non-underwriting members, 99, 73
admission of members, 99, 5
readmission, 99, 71
Notices, 99, 86; 503, 2, 3
admission of members, 99, 3
agents’ agreements, 310, 11A–11B, sch. 3
amendment of byelaws, 7, 6
appeals, 4, 12; 420, sch. 2
auctions, 331, 3
clearance, 101, 1, 10
companies, 310, sch. 4
compensation scheme, 413, 9
copying, 99, 84
Council, 521, 5, 12
Disciplinary Committee, 419, sch. 2
individual registration, 115, sch. 1
insolvency, 304, 14
Lloyd’s advisers, 112, 31, 37
Lloyd’s brokers, 106, 48, 55, 60
managing agents’ agreements, 310, 11A, sch. 3, 4
MAPA, 309, sch. 6
meetings, 4, 14; 99, 36, 50; 520, 5, 9
members, 4, 14; 111, 44, 50, 55
members’ agents, 309, 11; 310, 11A, sch. 1
agreements, 310, sch. 1
mergers, 332, sch. 1
overwriting, 335, 5; 338, 6
personal stop loss reinsurance, 338, 6
pre-emption offers, 333, 7
proposed arrangements, 325, 1–7, sch.
registration, 100, 7
review powers, 406, 4
service of process, 115, sch. 1; 106, 60; 107, 31; 111, 55; 112, 37
subscriptions, 99, 28
suspension, 407, 3, 5–6, 12
syndicate meetings, 324, 4–5
syndicate premium income, 335, 6
umbrella arrangements, 107, 26, 31, sch. 2
underwriting agents, 304, 14
Novation
agency agreements, 310, sch. 3
companies, 310, sch. 4
liabilities, 310, sch. 3, 4; 336, 5
managing agents’ agreements, 310, sch. 4
O
Offers, 332, 3, sch. 3
Ombudsman, 408, 1–15, sch. 1–2. See also Insurance Ombudsman Bureau
annual reports, 408, 13
appointment, 408, 2, 8
confidentiality, 408, 12
declining investigation of complaints, 408, 9
deputy, 408, 5
disclosure, 408, 7
duties, 408, 7
evidence, 408, 11
expenditure, 408, 14
information, 408, 12
maladministration, 408, 7
powers, 408, 7–9
procedure, 408, 10
removal, 408, 6
resignation, 408, 6
staff, 408, 4
term of office, 408, 3
Open market, 116, sch
Options, 328, sch. 2
Overseas deposits, 205, 1–4
Ownership
Lloyd’s brokers, 106, 14–16
underwriting agents, 101, 13A–49
P
Participations
agents’ agreements, 310, 14, 15, sch. 2
assignment, 310, 14, sch. 3, 4
companies, 310, sch. 4
disclosure, 111, 29
illustrative, 309, 12, sch. 1
managing agents, 310, 15, sch. 4
MAPA, 322, 4
members’ agents, 309, 12, sch. 1
agreements, 310, sch. 1
risk avoidance, 111, 29
syndicates, 111, 29; 310, sch. 1
Partnerships, 7, 2–3
agency agreements, 310, sch. 3
agreement not to constitute, 304, 20
companies, 310, sch. 4
disclosure of interests, 302, 1
general, 101, 1, 26–33, 43–49
information, 301, 2–3
limited, 101, 1, 34
Lloyd’s advisers, 112, 3, 5, 8, 12, 24
Lloyd’s brokers, 7, 12; 106, 2, 5, 7, 11, 15
managing agents’ agreements, 310, sch. 4
MAPA, 322, 5; 334, sch. 2
members, 111, 6, 51A
members’ agents, 309, sch. 1
agreements, 310, sch. 1
penalties, 418, sch. 2
related parties, 306, 6; sch. 1
Scotland, 111, 51A
umbrella arrangements, 107, 9–10, sch. 1
underwriting agents, 101, 1, 8, 26–34, 43–49, 52, 53, 56; 304, 20, sch. 2
Penalties
calculation, 418, sch. 2
companies, 418, sch. 2
Disciplinary Committee, 418, sch. 2; 419, sch. 2; 421, 2
documents, 418, sch. 2
fixed, 418, sch. 2; 419, sch. 2
individual members, 418, sch. 2
information, 418, sch. 2
misconduct, 418, 15, sch. 1–2
partnerships, 418, sch. 2
Permitted business, 106, 17
Personal equity plans, 328, sch. 2
Personal injuries, 7, 14
Personal lines business
managing agents, 339, 2
non-Lloyd’s intermediaries, 313, 4, sch. 1; 339, 6
temporary cover, 339, 6
Personal reinsurance, 512, 11
Personal stop loss reinsurance, 338, 1–13, sch.
appeals, 338, 12; 420, sch. 3
calculation of amount, 338, 3
Committee of Lloyd’s, 338, 11
contracts, 338, 8
Council, 338, 7
enforcement powers, 338, 7
high stop loss level fund, 512, 11
limits, 338, 2, 4
managing agents, 338, 5–9
members’ agents, 338, 4, 6–7
monitoring, 338, 5
notice of overwriting, 338, 6
registration, 338, 9–10
syndicate premium income, 338, 5–6
syndicates,
other than specialist personal stop loss syndicates, 338, 5–7
specialist, 338, 8–11
transfers, 341, 2
underwriting agents, 338, 6, 7
underwriting members, 338, 4
Pool Reinsurance Company Limited
intermediaries, 321, 1–2
syndicate premium income, 201, 1A
Pooling arrangements. See also MAPA
agents’ agreements, 310, 1
companies, 310, sch. 4
members’ agents, 309, 8–11
agreements, 310, sch. 1, 4
reports, 309, 8–11
Port agents, 503, 1
Powers of attorney
agency agreements, 310, sch. 3
agreements, 310, sch. 1
Australia, 316, 3
companies, 310, sch. 4
managing agents. 310, sch. 1, 4
members’ agency agreements, 310, sch. 1, 3
underwriting agents, 304, 4
United States, 304, 4
Pre-emption, 333, 1–13, sch.
acceptance, 333, 3
agency staff, 333, 7
auction, 333, 2, 3
Council, 333, 9
documents, 333, 3
increases in capacity, 333, 6
managing agents, 333, 2, 3–7
making, 333, 3
MAPA, 333, 2, 4–7
members, 333, 2
members’ agents, 333, 3, 6
notices, 333, 7
obligation to make offer, 333, 2
overseas jurisdiction, 333, 8
reductions in capacity, 333, 5
time limits, 333, 10
underwriting agents, 333, 1
years of account, 333, 2
Premiums trust funds, 101, 57C
Price sensitive information, 328, 1–3, sch. 1–2
clearances, 328, sch. 1
code, 328, 1, sch. 1
compliance officers, 328, sch. 1
criminal offences, 328, sch. 1
dealings by relevant persons, 328, sch. 1
guidance, 328, sch. 1
investment managers, 328, sch. 1
options, 328, sch. 1
personal equity plans, 328, sch. 2
savings schemes, 328, sch. 1
securities, 328, sch. 1
trustees, 328, sch. 1
Professional advisers
claims scheme, 323, 11
Professional indemnity insurance
Lloyd’s advisers, 112, 30
Lloyd’s brokers, 106, 46
umbrella arrangements, 107, 19, 21
Profits
commission, 310, 1, 10; 312, 16; 519, 10
companies, 310, sch. 4
distribution, 310, sch. 3, 4
managing agents’ agreements, 310, sch. 4
run-off, 312, 16
underwriting agents, 304, 11
Promulgation of byelaws and regulations, 501
Property
agency agreements, 310, sch. 3
companies, 310, sch. 4
Lloyd’s vested, in, 1, 4
managing agents’ agreements, 310, sch. 4
members’ agents’ agreements, 310, sch. 1
reconstruction and renewal, 519, 13
Proportional reinsurance syndicates, 347
conditions and requirements, 347, 5
contracts, 347, 8
form and contents, 347, 10
fees, 347, 4
host syndicates,
eligibility, 347, 7
interpretation, 347, 1,sch. 1
operation, 347, 3
permitted business, 347, 6
premium income limits, 347, 9
PRB managers, 347, 2
Proposed arrangements, 325, 1–7
Q
Qualifications, 101, 50A; 113, 1–9
Quarterly figures
Quorums, 1, 11; 7, sch. 2; 99, 44; 511, 1–5
R
Recognised accountant, 117
appointment, 117, 11
auditor, as,
duties, 117, 14A
disclosure of information, 117, 12
duty to appoint, 117
Lloyd’s Broker, by 117, 7
Syndicate, by, 117, 6
list of, 117, 2–5
entry in, 117, 3–4
removal from, 117, 5
removal, 117, 9
notices by, 117, 15
powers of Council, 117, 14
reports, 117, 13
resignation, 117, 9
restrictions on appointment, 117, 8
rights and duties of, 117, 10
undertaking by, 117, sch. 2
Reconstruction and renewal, 519, 1–20, sch.
acknowledgement of finality, 519, 16
agreements, 519, 15
auditors, 519, 12
commission, 519, 10
companies, 519, 11
consultation, 519, 17
contributions, 519, 11–12
Council, 519, 15
directions, 519, 18
disputes, 519, 8, 17
Equitas, 519, 3–7
financing, 519, 9–13
information, 519, 2
Lloyd’s brokers, 519, 11A, 12
managing agents, 519, 10
members, 519, 14
New Central Fund, 522, 15
powers, 519, 19
property, 519, 13
proposals, 519, 2, 9–14
reinsurance, 519, 10
release of estimated profits or surpluses, 519, 9
run-off, 519, 14
settlement arrangements, 519, 8
syndicate accounting, 519, 14
trusts, 519, 2
umbrella arrangements, 519, 11A
underwriting agents, 519, 11
Recorders, 1, 26
Records
accounts, 111, 32
agency agreements, 310, sch. 2
companies, 310, sch. 4
conclusive evidence, as, 525, 30
Council, 521, 28
disclosure of interests, 302, 5
Lloyd’s brokers, 106, 47
managing agency agreements, 310, sch. 2, 4
meetings, 99, 40, 63; 520, 15
members’ agency agreements, 310, sch. 1
retention, 106, 47; 107, 18
syndicate accounts, 326, 3–6, sch. 2
umbrella arrangements, 107, 18
underwriting agents, 101, 53C
Registration. See also Individual registration
appeals, 7, sch. 1; 100, 8–9; 110, 20
annual subscribers, 110, 2–10, 24
applications, 106, 5; 107, 6; 110, 4; 112, 3; 114, 6
assets, 503, 10
associates, 110, 2–10, 24
bankruptcy, 110, 9
binding authorities, 340, 7
conditions, 110, 7; 114, 9
Council, 110, 5, 21; 112, 4; 114, 4–12
fees, 110, 19
inspection, 100, 4–5, 110, 2
Insurance Brokers’ Registration Council, 107, 22
Lloyd’s advisers, 112, 2–9
Lloyd’s brokers, 100, 5; 106, 2–13, 53
managing agents, 101, 16
members, 7, sch. 1; 100, 1–13; 353
notice, 100, 7, 9
objections, 100, 7–8
personal stop loss reinsurance, 338, 9–10
recommendations, 110, 4
removal, 107, 11; 110, 5, 9
review, 106, 10; 110, 8
revision, 100, 6
run-off companies, 114, 4–12, sch. 1
time limits, 100, 5, 9
umbrella arrangements, 107, 2–12, 22, sch. 1
underwriting agents, 99, 87; 101, 1–12
Regulating trustee, 526, 2
delegate of, 526, 3
Regulation
agency agreements, 310, sch. 3
companies, 310, sch. 4
managing agents, 310, sch. 3, 4
members’ agents agreements, 310, sch. 1
Reinsurance. See also Personal stop loss reinsurance, Reinsurance to close
annual reports, 326, sch. 4
Equitas, 519, 3–7, 14
managing agents, 326, sch. 6
resume, 326, 5, sch. 2, 6
syndicate accounts, 326, 5, sch. 2–3, 7
underwriting member, 101, 59A
Reinsurance to close, 317. See Pool Reinsurance Company Limited
agency agreements, 310, sch. 3
companies, 310, sch. 4
inter-syndicate, 311, 19
Lloyd’s Policy Signing Office, 305, 3, sch.
managing agents agreements, 310, sch. 4
member’s agents, 309, sch. 1
agreements, 310, sch. 1 –2
multiple syndicates, 311, 17–19, sch. 1
qualifying premiums, 201, 1
reconstruction and renewal, 519, 10
restrictions, 317
run-off, 312, 6, sch. 1
shared arrangements, 311, 18
solvency reporting, 204, sch. 1
syndicate premium income, 201, 1
underwriting agents, 101, 1, 8, 9; 304, 4, 5
underwriters’ members, 305, 2
Related companies, 7, 2–3
Related Lloyd’s entity, 116, sch; 313, 4–5, sch. 1; 314, 3, sch. 1
Related parties, 306, 1–11
Council, 306, 8
disclosure, 106, 19; 306, 10
executives, 306, 5, sch. 1
information, 306, 9<z:jv150,160,160,>
interests in insurance companies, 306, 2, 5–8, sch. 1<z:jv222,333,333,>
Lloyd’s brokers, 106, 19
managing agents, 306, 3, 7–8, 9, sch. 1
non-Lloyd’s brokers, 306, 4, 7, sch. 1
partnerships, 306, 6, sch. 1
run-off managers, 306, sch. 1
transactions, 306, 3
underwriting agents, 306, sch. 1
underwriting members, 306, sch. 8
Remuneration. See also Commission
agency agreements, 310, sch. 3
annual reports, 326, sch. 4
appeals, 420, 2
companies, 310, sch. 4
co-ordinating agents, 310, sch. 1
Council, 7, sch. 2; 517, 1
Disciplinary Committee, 419, 1
disclosure of interests, 302, 1
guarantees, 339, sch. 2, 4
indemnities, 339, sch. 3
Lloyd’s advisers, 112, 28; 339, sch. 3
Lloyd’s brokers, 106, 8, 51; 339, sch. 2, 4
managing agents’ agreements, 310, sch. 4
members’ agents, 302, 1
agreements, 310, sch. 1
multiple syndicates, 311, 5
non-Lloyd’s intermediaries, 339, sch. 2, 4
substitute agents, 300, 3
umbrella arrangements, 107, 20
underwriting agents, 101, 65; 304, 8, 15
Reports. See also Annual reports, Solvency reporting
arbitration, 414, 4, sch. 1
auditors, 106, 39, 45; 111, 36; 112, 25
Australia, 316, 4–6
companies, 310, sch. 4
Council, 107, 23; 112, 22
disclosure of interests, 302, 8
Lloyd’s advisers, 112, 22, 25
Lloyd’s brokers, 106, 34–35
managing agents, 312, 13
agreements, 310, sch. 3, 4
MAPA, 334, 1–4, sch. 1–2
members’ agents, 309, 4–6, 8–12; 316, 4
misconduct, 412, 1–3
pooling arrangements, 107, 8–11
syndicate accounts, 326, 19–20
run-off, 312, 13, 14
underwriting agents, 101, 57
Representatives
admission, 110, 13
associates, 110, 13
Council, 110, 14
fees, 110, 14, 17
list, 110, 11–12, 14, 24
conditions, 110, 16
removal, 110, 17
rooms, 110, 15
umbrella arrangements, 110, 13
Reputation. See Fit and proper persons
Reserves
members’ agents agreement, 310, sch. 1
personal, 310, sch. 1
Special Reserve Trust Fund, 310, sch. 1
underwriting agents, 304, 11
Resolutions
amendment of byelaws, 7, 6
special, 7, 2
Restitution Orders, 423, 6
basis of order, 423, 13
conduct, 423, 7
institution of proceedings, 423, 6
Lloyd’s Restitution Rules, 423, sch. 1
proceedings, 423, 1
settlements, 423, sch. 1
third party experts, 423, 11
Tribunal, 423, 2
Returns. See also Syndicate returns
assets, 204, 4–6, 11, sch. 1
audits, 204, 5–5B
companies, 111, 16; 204, 4A
filing, 111, 16
Lloyd’s, 204, 4B, 5B
Lloyd’s advisers, 112, 29
Lloyd’s brokers, 106, 44, sch.
solvency reporting, 204, 4–6, 11, sch. 1
syndicate premium income, 201, 1
umbrella arrangements, 107, sch. 1
Review powers, 406, 1–5
Risk
avoidance, 111, 25–31
claims scheme, 323, 3, 6–8
companies, 111, 30
concentration in syndicate, 111, 27–28
disclosure, 111, 28–29
Lloyd’s brokers, 106, 19
members, 111, 25–31
multiple syndicates, 311, 4
participation, 111, 29
relevant, 106, 19
restrictions in underwriting, 111, 25
Risk Coding Scheme, 204, 12A
solvency reporting, 204, 12A
syndicate premium limit, 111, 25, 28–29
underwriting members, 111, 30
underwriting, sharing in, 111, 30
Rooms, 7, 2
admission, 7, sch. 2; 110, 15; 503, 5
byelaws, 7, sch. 2
disciplinary proceedings, 7, sch. 2
fees, 105, 4
opening and closing, 99, 67
representatives, 110, 15
sponsors, 110, 15
substitutes, 110, 15
Run-off, 114, 1–24
accounts, 114, 2–3, 17, sch. 1; 310, sch. 1, 3–4; 311, sch. 1–2; 312, 7
actuaries, 312, 7, 8, sch. 1
agents agreement, 310, sch. 3
annual reports, 326, 7, 11–12, sch. 4
appeals, 114, 12; 312, 20; 420, sch. 3
auditors, 312, 5, 8–9, 12
claims scheme, 323, 8, 10
commission, 310, sch. 1, 3–4; 312, 16
communication of decision, 312, 10
companies, 310, sch. 4; 312, 14
compliance officers, 114, 15, sch. 1
connected, 114, sch. 1
controllers, 114, 14, sch. 1
costs, 106, 51
Council, 106, 51; 114, 2–21; 312, 19
delegation, 114, 2
directors, 114, 13
disclosure of interests, 302, 1
exemptions, 312, 21
fees, 114, 21
functions, 114, sch. 2
increase in net underwriting capacity, 312, 118
intermediaries, 315, 1–3
Lloyd’s brokers, 106, 14A, 51
longer term, 114, 3, sch. 1
managers, 101, 1, 8, 53; 109, sch.; 306, sch. 1; 310, sch. 4
managing agents, 114, 2, 17–22; 310, sch. 4; 312, 3–15, sch. 1; 326, sch. 6
meetings, 114, sch. 1; 312, 11, 14
members’ agents, 309, sch. 1; 312, sch. 1
multiple syndicates, 311, 6
new syndicates, 312, 17
reconstruction and renewal, 519, 14
registration, 114, 4–12, sch. 1
conditions, 114, 9
reinsurance to close, 312, 6; sch. 1
related parties, 306, sch. 1
removal, 114, 7, 11
reports, 312, 13–14
review, 114, 7, 10; 312, 1
decision, of 326, 20I
powers, of, 406, 2
rules, 114, 2–3, 13–17
short-term, 114, 3, sch. 1
syndicate accounts, 326, 5, 21
tenders, 114, 17, 19
underwriting agents, 101, 1, 8, 9, 19, 23–24, 33, 50B, 53
years of account, 101, 9; 312, 2, 4, 8; 312, 2, 8, sch. 1
Run-off accounts,
communication of run-off decision, 326, 20G
consultative meeting, 326, 20H
decision to leave year open, 326, 20E
exemptions, 326, 20K
managing agent,
general duty of, 326, 20A
progress report, 326, 20J
reinsurance to close, 326, 20D
syndicate auditor, 326, 20C
syndicate auditor’s opinion, 326, 20F
unclosed years of account,
review of, 326, 20B
S
Salvage, 1, 35
Saving schemes, 328, sch. 2
Scotland, 111, 51A
Seal, 521, 26
Securities, 7, 12; 111, sch.; 205, sch. 1; 328, sch. 2
Security
arbitration, 414, 4, sch. 1
assets, 106, 26, 27
bank accounts, 106, 26
Lloyd’s brokers, 106, 26, 27
requirement for, 525, 32
Service companies, 326, sch. 4
Service of notices, 525, 28
Service of process
appeals, 420, sch. 2
companies, 111, 55
Council, 521, 12
Disciplinary Committee, 419, sch. 2
Lloyd’s advisers, 112, 37
Lloyd’s brokers, 106, 60
meetings, 520, 9
members, 111, 25, 55
members’ agents’ agreements, 310, sch. 1
New Central Fund, 522, 12
notices, 106, 60; 107, 31; 111, 55; 112, 37; 115, sch. 1
umbrella arrangements, 107, 31
Set-off, 111, 25
Settlement. See Claims scheme (1994)
Shares
capital, 105, 1
underwriting agents, 101, 1
Shipping, 1, 33. See also Salvage
Singapore, 348
Single member corporate syndicates,
special measures, 326, 21A
Slips
claims scheme, 323, 6
multi-slip placings, 323, 6
Society of Lloyd’s
external members, 7, 2
liabilities, 7, 14
members, 7, 2
objects, 1, 10; 4, 3–4
working members, 7, 2
Solvency reporting, 204, 1–16
accounts, 204, 3, 12, 14
actuaries, 204, sch. 1
annual reports, 204, sch. 1
assets,
returns, 204, 4–5B, 11, sch. 1
valuation, 204, 9
audits, 204, 3, 5–5B, 14, sch. 1
Central Fund, 204, sch. 1
companies, 204, 4A–5A, 7A, 12, sch. 1
information, 204, 10, 14
liabilities, 204, 9, sch. 1
Lloyd’s, 204, 4B, 5B–6
long term business, 204, sch. 1
managing agents, 204, 2–3, 12, sch. 1
members, 204, 8
members’ agents, 204, 4–5, 6–7
risk coding system, 204, 12A
shortfall, 204, 7A, 9, sch. 1
solvency test, 204, 2–4A, 10–11, sch. 1
statements, 204, 6–7A, 8, 11, sch. 1
suspension, 407, 6
syndicate returns, 204, 2–3, sch. 1
systems and procedures, duty to maintain, 204, 12
time limits, 204, 13
underwriting agents, 204, 10
valuation, 204, 9
year of account, 204, 2, sch. 1
Sponsors
admission, 110, 15
fees, 110, 14
individual registration, 115, sch. 1(1), (7), (8), sch. 2
members, 111, 7, 13
rooms, 110, 15
Stamp, imitation of, 1, 31
Statements of principle, 332, 5, sch. 5
Stop loss. See High level stop loss fund, Personal stop loss reinsurance
Subrogation, 413, 16
Subscribers. See also Annual subscribers
admission, 99, 13; 110, 18
bankruptcy, 99, 80
entrance fees, 99, 21–31
exclusion, 99, 80–81
information, 99, 79
intelligence, for, 99, 13; 110, 1, 18
Subscriptions, 99, 21–31, 72; 105, 1–6; 310, sch. 1; 331, 2; 510, 3
Subsidiaries
agency agreements, 310, sch .3
Lloyd’s brokers, 106, 44, 57
umbrella arrangements, 107, 29, sch. 1
Substitutes
admission, 110, 13
agents, 101, 1, 58; 300, 1–4; 304, sch. 2
agreements, 310, sch. 3
appeals, 420, sch. 3
appointment, 310, sch. 3, 4
companies, 99, 77; 310, sch. 4
Council, 110, 14
fees, 110, 14, 17
list, 110, 11–12, 14, 24
conditions, 110, 16
removal, 110, 17
managing agents’ agreement, 310, sch. 4
members’ agents’ agreements, 310, sch. 1
remuneration, 310, sch. 1
rooms, 110, 15
suspension, 403, 4
umbrella arrangements, 110, 13
underwriting agents, 101, 1, 58; 304, sch. 2
Supervision
Equitas, 519, 5
umbrella arrangements, 107, 9
Suspension
amendment, 407, 7
administrative, 336, sch. 1; 407, 1–16, sch. 1
appeals, 4, 12
bankruptcy, 504, 1
businesses, 7, sch. 2; 106, sch. 1
commencement, 407, 4
Committee of Lloyd’s, 4, 12; 504, 1–8
Council, 504, 1–8
criminal offences, 504, 1
directors, 403, 3
disciplinary proceedings, 403, 1–3, 5–6; 407, 11; 419, 4; 504, 1
guarantees, 4, 12
inquiries, 407, 10
insolvency, 504, 1
Investigations Committee, 407, 2–12
Lloyd’s advisers, 403, 5A
Lloyd’s brokers, 106, 53; 403, 5, 6; 407, 12
meetings, 4, 12
members, 403, 3
members’ agency agreements, 310, sch. 1
notices, 407, 3, 5–6, 12
period, of, 407, 9
representations, 407, 8; 504, 5
revocation, 407, 7
solvency tests, 407, 6
sub-committees, 504, 1–8
substitutes, 403, 4
supplementary and consequential matters, 403, 1–8
temporary, 4, 12
time limits, 407, 4–6, 9
trusts, 403, 4
underwriting agents, 101, 1; 304, 13 ; 403, 4
Syndicate accounts, 326, 1–26, sch. 1–9
annual reports, 326, 7–18, 21, 26, sch. 4
cash call statements, 326, 20
central file, 326, 18
codes of practice, 326, 6
Council, 326, 27
disclosure, 326, 3–4
documents, 326, 17–18
European Union, 326, 26, sch. 7
expenses, 326, 6, 22, sch. 3
information, 326, 4
investments, 326, sch. 3
managing agents, 326, 4, 19–20, sch. 5, 8
MAPA, 326, sch. 5
members’ agents, 326, 19–20
multiple syndicates, 326, sch. 8
personal, 326, sch. 5
procedure, 326, 4
quarterly figures, 326, 19
reconstruction and renewal, 519, 14
records, 326, 3–6, sch. 2
reinsurance, 326, sch. 3, 7
resume, 326, 5, sch. 2
reports, 326, 19–20, sch. 5
run-off, 326, 5, 21
statements, 326, sch. 8
accounting policies, 326, 2, sch. 3
policy, of, 326, 5, sch. 8
time limits, 326, 23
underwriting agents. 326, sch. 7
years of account, 326, sch. 8
closing, 326, 2, sch. 3, 7
open, 326, sch. 7
Syndicate allocated capacity,
increase in, 333, 4A
Syndicate meetings, 324, 1–10, sch. 1–3
annual general meetings, 324, 2, 4–5; 326, 15
annual reports, 326, 15
conduct, 324, 4–7
documents, 324, 3
extraordinary general meetings, 324, 3
MAPA, 324, 8
notice, 324, 4, 5
managing agents, 324, 3, 5
proxies, 324, 7
voting rights, 324, 6–7
Syndicate participations,
assignment of,
cumulative rights and obligations, 349, 5
furtherance of second assignment, 349, 3
interpretation, 349, 1
rights of managing agents, 349, 4
second assignment, 349, 2
Syndicate Premium Income, 201, 1–5
allocated capacity, 201, 1
Central Fund, 201, 1
Council, 201, 1A, 4–5; 335, 4A
currency, 201, 1
enforcement, 201, 4
forecasts, 335, 3
gross premium income, 201, 1
information, 201, 4; 335, 4A
limit, 101, 1; 111, 25, 28–29; 201, 1, 1A; 310, 1, sch. 1
Lloyd’s Policy Signing Office, 201, 1
managing agents, 201, 2, 4; 335, 3, 5; 338, 5
agreements, 310, sch. 2
members’ agents, 201, 3, 4; 310, sch. 1; 335, 5
monitoring, 335, 1–7
notice of overwriting, 335, 5
personal stop loss reinsurance, 338, 5
Pool Reinsurance Company Limited, 201, 1A
reinsurance, 201, 1, 1A
returns, 201, 1
risk avoidance, 111, 25, 28–29
statements, 335, 4
taxation, 201, 1
time of credit, 201, 1
transfer, 341, 2
underwriting agents, 201, 1A; 304, 5
underwriting members, 111, 21
years of account, 201, 1, 1A; 335, 4
Syndicate returns
audits, 204, 3
solvency reporting, 204, 2
Syndicates. See also Major syndicate transactions, Multiple syndicates, Syndicate accounts, Syndicate meetings, Syndicate Premium Income, Syndicate returns
agents, 310, 1, 6–6A
agreements, 310, sch. 2
audits, 7, sch. 2
cessation, 332, 4, sch. 1, sch. 4
companies, 310, sch. 4
concentrations, 111, 27–28
construction of references, to, 204, sch. 1; 311, sch. 1
contracts, 310, sch. 1
date of joining, 304, 2
direct, 310, 1
disputes, 310, sch. 3
Insurance Ombudsman Bureau, 411, 2
list, 309, sch. 1; 310, 1, sch. 1, 4
MAPA, 322, 2–4
members’ agents, 309, 2, 5, sch. 4
agreements, 310, sch. 1
mergers, 310, sch. 1
mirror, 311, 5
new, 311, 8; 312, 17
participations, 111, 29; 310, sch. 1
PCW, 507, 1–6, sch. 1–2
performance, 310, sch. 1
pre-emption, 333, 1–13, sch.
provisional, 310, sch. 1–2; 336, 3
stamps, 336, 4
relationships, between, 310 sch. 3, 4
solvency reporting, 204, sch. 1
Syndicate and Arbitration Agreement, 304, 18, sch. 2; 310, sch. 2–4
table of relationships, 107, 3, 5, sch. 3<z:jv190,200,200,>
underwriting agents, 101, 1, 6; 304, 1–2, 17, sch. 1<z:jv222,333,333>
T
Taxation
agency agreements, 310, sch. 3
annual reports, 326, sch. 4
capital gains tax, 326, sch. 4
companies, 310, sch. 4
managing agents’ agreements, 310, sch. 4
members’ agents’ agreements, 310, sch. 1
syndicate premium income, 201, 1
Tenders
auctions, 331, 2
run-off companies, 114, 17, 19
Time limits
appeals, 4, 12; 420, sch. 2
arbitration, 414, 4, sch. 1
Australia, 316, sch.
compensation scheme, 413, 5
elections, 7, sch. 4
meetings, 7, sch. 4; 520, 3
members’ agency agreements, 310, sch. 1
pre-emption offers, 333, 10
registration, 100, 5, 9
solvency reporting, 204, 13
suspension, 407, 3–6, 9
syndicate accounts, 326, 23
underwriting agents, 101, 6
underwriting members, 111, 21
Training. See Education
<z:jv160,170,170,>Transitional and conversion arrangements. 341, 1–3<z:jv222,333,333,>
True and fair view
accounts, 503, 7
annual reports, 326, 10
Trusts
agency agreements, 310, sch. 3
capital stock, 1, 36; 4; 4, 4
companies, 310, sch. 4
compensation scheme, 413, 3
disclosure of interests, 302, 1
guarantees, 4, 8; 6, 5
indemnities, 1, 37
liabilities, 1, 38
managing agents’ agreements, 310, sch. 3, 4
members’ agents’ agreements, 310, sch. 1, 4
overseas deposits, 205, sch. 1
premium trust deeds, 205, sch. 1; 304, 1, 10
price sensitive information, 328, sch. 2
reconstruction and renewal, 519, 2
solvency reporting, 204, sch. 1
suspension, 403, 4
trust funds, 4, 8; 6, 5; 205, sch. 1
<z:jv160,170,170,>underwriting agents’ agreements. 304, 1, 10, sch. 2<z:jv222,333,333,>
U
Umbrella arrangements, 107, 1–32
accounts, 107, 21
annual returns, 107, 21, sch. 1
appeals, 107, 12, 30; 420, sch. 3
assets, 107, 22
binding authority, 107, 12, 16, sch. 1
changes, 107, 26
codes of practice, 107, 10
companies, 107, 9
conduct of business, 107, 14–18
confidentiality, 107, 24
control, 107, sch. 1
controllers, 107, sch. 1
consultation, 107, 13
Council, 107, 7, 9, 11, 13, 23–24, 30
coverholders, 107, 16
directors, 107, 10, sch. 2
disciplinary proceedings, 107, 24
documents, 107, 6, 8, 9, 21
fees, 107, 27
financial requirements, 107, 19–20
financial year, 107, 20, sch. 1
independence, 107, 22
information, 107, 6, 8, 9, 13, 20, 21–27
Insurance Brokers Registration Council, 107, 22
limitations, 107, 20
Lloyd’s brokers, 106, 47; 107, 4, 8, 9, 11, 14–30, sch. 1
Lloyd’s Policy Signing Office, 107, sch. 1
managing agents, 107, 9, 30
misconduct, 107, 28
net brokerage, 107, 20
non-Lloyd’s brokers, 107, 2–3, 6, 9–11, 14–26, 28, 30, sch. 1–2
notices, 107, 26, 31, sch. 2
partnerships, 107, 9, 10, sch. 2
premiums, 107, 15
professional indemnity insurance, 107, 19, 21
reconstruction and renewal, 519, 11A
records, 107, 18
registration, 107, 2–13, 22, sch. 1–2
conditions, 107, 10
duration, 107, 8
removal, 107, 11
restrictions, 107, 9
withdrawal, 107, 7
remuneration, 107, 20
reports, 107, 23
representatives, 110, 13
restrictions on unregistered, 107, 4
review, 107, 25
service of process, 107, 31
servicing insurance business, 107, 16
subsidiaries, 107, 29, sch. 1
substitutes, 110, 13
supervision, 107, 9
termination, 107, 16
undertakings, 107, 2
Undertakings, 101, 1–67
auditors, 101, 63; 106, 41; 111, 37; 112, 26
Central Fund, 514, 2
compliance officers, 112, 11, 12
contents, 107, sch. 2
controllers, 106, 9; 112, 11
Council, 522, 15
directors, 112, 11
Equitas, 519, 7
liabilities, 304, 9
Lloyd’s advisers, 112, 6, 8, 11, 12, 26
Lloyd’s brokers, 106, 9, 11, 57
managers, 112, 11
members, 111, 3
mergers, 332, sch. 1
minority buy-outs, 332, sch. 2
New Central Fund, 522, 5, 15<z:jv190,200,200,>
Syndicate and Arbitration Agreement, 310, sch. 3<z:jv222,333,333>
umbrella arrangements, 107, sch. 2
underwriting agents, 101, 63; 304, 9
Underwriting agents, 101, 1–67
accountability, 101, 8
accounts, 101, 1, 53B, 54–55, 60–62, 64–65; 304, 5–6, 10, 17, sch. 2
actions, 304, 4
active, 101, 1, 21, 50B; 113, 2–4, 7, 9; 201, 1; 306, sch. 1
agreements, 304, 1–22; 310, 12
standard, 304, 1, 3–4
standard sub-agency, 304, 2–4
variation, 304, 21
annual reports, 326, 12, 14, sch. 4
annual subscribers, 101, 1, 19, 29, 38; 110, 3
appeals, 420, sch. 3
appointment, 304, 2
approved transfer agreements, 101, 1
arbitration, 304, 18, 22, sch. 1–2
arrangements, between, 310, 4
assets, 330, sch. 2
associates, 101, 1
auctions, 331, 4
auditors, 117, 6A, 304, 7, sch. 1
audits, 101, 60–65
authority, 304, sch. 1
bankruptcy, 304, 14, 17, sch. 1
borrowing, 304, 9
business plans, 101, 57A
byelaws, 7, sch. 7
care and skill, 330, sch. 2
central file, 310, 12
changes, 101, 53–53A; 304, 16
claims scheme, 323, 2–19
clearance notification, 101, 1, 10
commission, 304, 8, sch. 1
Committee of Lloyd’s, 101, 1, 11, 57
companies, 101, 1, 25, 42, 52A, 53
connected, 101, 1
compliance officers, 101, 1, 8, 52A, 53; 113, 4–5, 7, 9
conduct, 330, sch. 2
confidentiality, 101, 63; 304, 7
conflicts of interest, 101, 8A, 9; 330, sch. 2
constitution, 101, 1
continuing professional education, 113, 6
contracts, 101, 1
control, 101, 13A–49; 304, 5
systems, of, 101, 53C
controllers, 101, 1, 9
core principles, 330, 2, sch. 2
Council, 101, 8B, 13A; 304, 1, sch. 2
delegation, 101, 53; 304, 4, sch. 1
deposits, 304, 5
directors, 101, 8, 20, 38–39, 52A, 53, 56; 113, 4–5, 7, 9
disciplinary proceedings, 7, sch. 2; 304, 12
disclosure, 304, 19; 404, 1, 3
interests, of, 302, 1, 4, 6
documents, 304, 19
Equitas, 101, 51; 519, 7, 11
errors and omissions, 101, 8
European Union, 101, 59; 304, 4
execution of documents, 304, 4
exemptions, 113, 3, 5, 7–8
fees, 101, 67; 304, 15, sch. 1
financial resources, 101, 56–56B; 330, sch. 2
fit and proper person, 101, 1, 8, 9, 11–65
information, 101, 6, 55, 57, 64; 204, 10; 302, 6; 304, sch. 1; 330, sch. 2
insolvency. 304, 14
integrity, 330, sch. 2
interests, 101, 1
internal organisation, 330, sch. 2
investments, 304, 5
Japan, 524, 3–4
jurisdiction, 304, 24, sch. 2
leading, 116, sch.; 323, 9
liabilities, 304, 9
Lloyd’s brokers, 101, 1, 8, 9, 14, 44, 53
managing agents, 101, 1, 3–4, 8–16, 19–21, 24, 29, 33, 50, 52B–53A, 57A
mandatory offers, 332, 3
members’ agents, 101, 1, 3–4, 8, 11, 13, 35–49, 52A–52B
multiple syndicates, 311, 2–9
notifiable holdings, 101, 1
operation, 101, 50–52C
outgoings, 304, 9
ownership, 101, 13A–49
partnerships, 101, 1, 8, 26–34, 43–49, 52A, 53, 55–56; 304, 20, sch. 1
personal stop loss reinsurance, 338, 7
powers, 304, 4
powers of attorney, 304, 4
pre-emption offers, 333, 11
premiums, 304, 4, sch. 1
profits, 304, 11
qualifications, 101, 50A; 113, 1–9
registration, 99, 87; 101, 1, 2–12
renewal, 101, 1, 6, 8A
withdrawal, 101, 11–11A
reinsurance, 101, 8, 9; 304, 4–5
related parties, 306, sch. 1
remuneration, 101, 65; 304, 8, 15
reports, 101, 57B, 61
reserves, 304, 11
review powers, 406, 2
rules, 101, 13–49
run-off, 101, 1, 8, 9, 19, 23–24, 33, 50B, 53
shares, 101, 1
solvency reporting, 204, 9
statement of financial position, 101, 56–56B
sub-agents, 304, 7, sch. 2
subscriptions, 99, 26; 510, 3
substitutes, 101, 1, 58; 300, 1–4; 304, sch. 1
suspension, 101, 53; 304, 13; 403, 4, 6
syndicate accounts, 326, sch. 7
Syndicate and Arbitration Agreement, 304, 18, sch. 2
syndicate premium income, 101, 1; 201, 4; 304, 5
syndicates, 101, 1, 6; 304, 1, 3, sch. 1
taking over provisions, 304, 17
termination, 304, 12, 15, 17
time limits, 101, 6
transfer, 101, 1, 24, 34, 41
trusts, 304, 1, 10, sch. 1
undertakings, 304, 9
United States, 304, 4
voting, 101, 27, 34, 44
winding up, 304, 15, sch. 1
withdrawal of approval, 304, 13
working members, 101, 1, 39
years of account, 101, 1, 9; 304, 8
Underwriting members, 111, 20–24
acknowledgements, 310, sch. 3
annual reports, 326, 9, 9, 10, 16
byelaws, 7, sch. 2
cessation, 111, 24
companies, 111, 24
conditions, 111, 20–21
exclusion from membership, 7 sch. 2
fees, 99, 23
following year underwriters, 336, 107, sch.
high stop loss level fund, 512, 3
insurance business, 7, 8
insurance polices, 99, 74
Insurance Ombudsman Bureau, 411, 2
managing agents, 310, sch. 3
member’s agents, 309, sch. 1, 3
agreements, 310, sch. 1
non-Lloyd’s intermediaries, 313, 4
obligations, 310, sch. 1, 3
permission, 111, 22–23
personal stop loss reinsurance, 338, 4
premium income limits, 111, 21
reduction of underwriting, 111, 24
reinsurance to close, 305, 2
related parties, 306, 8
requirements, 111, 20
risk avoidance, 111, 31
Syndicate and Arbitration Agreement, 310, sch. 3
time limit, 111, 20
United States
powers of attorney, 304, 4
underwriting agents, 304, 4
Unsolicited calls, 316, 2, sch.
V
Valuation
annual reports, 326, sch. 4
assets, 204, 9, sch. .4
liabilities, 204, 9
solvency reporting, 204, 9
Visitors, 99, 20
W
Waiver of byelaws, 344, 1
cumulative powers, 344, 3
terms of directions, 344, 2
War, 111, 47
Winding up. See also Insolvency
fees, 304, 15, sch. 2; 310, sch. 1
high level stop loss fund, 523, 1–10
members’ agents, 309, sch. 2
agreements, 310, sch. 1
underwriting agents, 304, 15, sch. 2
Words and phrases
accounting byelaws, 302, 1
action, 408, sch. 1
active underwriter, 101, 1; 113, sch.; 117, sch. 1; 201, 1; 306, sch. 1; 310, sch. 3, 4; 312, sch. 1; 323, sch.; 343, sch.
actuarial report, 312, sch. 1
actuary, 204, sch. 1; 312, sch. 1
additional solvency statement, 204, sch. 1
adjusted overall premium limit, 523, 6; 512, sch.; 523, 6
Administrative Suspension Committee, 407, sch. 1
advertisements, 329, sch.
agent, 310, sch. 1, 3, 4
agent’s agreement, 310, sch .1, 3
agent’s information report, 309, sch. 1
agent’s names, 304, sch. 2
agent’s syndicate list, 309, sch. 1; 310 1, sch. 1, 3, 4; 322, sch.; 333, sch. 1
agent’s syndicate list for the relevant list of account, 310, sch. 3
Agency Agreements Byelaw, 331, sch.
agency broker, 106, sch.
agency staff, 333, 7
aggregate allocated overall premium limit, 413, sch.
aggregate final underwriting result, 309, sch. 1
aggregate open year balance, 309, sch. 1
aggregate result, 309, sch. 1
aggregate syndicate allocated capacity, 413, sch
allocated overall premium limit, 413, sch.; 520, sch. 1; 521, sch. 1
American trust fund, 519, sch.
annual contribution, 522, sch. 1
annual report, 204, sch. 1
annual return, 106, sch.; 107, sch. 1
annual solvency test, 506, sch.
annual subscriber, 7, 2
Appeal Tribunal, 7, 2
appellant, 100, 9
applicant, 110, 1; 106, sch.; 112, sch.; 309, sch. 1; 525, sch.
approved arrangement, 329, sch.
approved bank, 525, sch.
approved claims office, 323, sch.
approved conversion arrangement, 105, 1
approved credit institution, 111, sch.
approved IBS assets, 106, sch.
approved run-off company, 114, sch. 1; 328, sch. 1, 2; 500; 519, sch.; 525, sch.
approved transfer agreement, 101, 1
arrangements, 101, 1; 106, sch.; 111, sch.; 112, sch.; 302, 1; 525, sch.
asset report, 204, sch. 1
asset return, 204, sch. 1
<z:ms15.6>associate, 7, 2, 12; 101, 1; 106, sch.; 111, sch.; 114, sch. 1; 332, 10; 333, sch. 1; 346, sch.; 525, sch.
associated group, 346, sch.
associated with a Lloyd’s broker, 101, 1; 301, 1
associated with a managing agent, 101, 1; 301, 1
auction, 332, 10; 333, sch. 1; 342, sch.; 344, sch.
Auction Official, 342, sch.; 344, sch.
Auction Rules, 331, sch.; 342, sch.; 344, sch.
audited closed year loss, 310, sch, 1, 3, 4
Australian name, 316, sch. 316, sch.
Australian resident candidate, 316, sch.
Australian resident member, 316, sch.
Australian Securities Commission, 316, sch.
authorised person, 111, sch.; 112, sch.; 525, sch.
binding authority, 106, sch.; 107, sch. 1; 314, sch.; 323, sch.; 525, sch.
Board, 411, 1
body, 101, 1
brochure, 309, sch. 1
brokerage, 106, sch.
Bureau, 411, 1
business, 310, sch. 2
byelaw 87, 101, 1
callable contribution, 522, sch. 1
candidate, 111, sch.; 316, sch.
capacity, 520, sch. 1; 521, sch. 1
captive corporate member, 111, sch.;
captive syndicate, 111, sch.
cash call, 326, sch. 1; 512, sch.
central file, 106, sch.; 111, sch.; 326, sch. 1<z:jv190,200,200,>
Central Fund, 111, sch.; 201, 1; 204, sch. 1; 309, sch. 1; 506, sch.; 514, 1; 519, sch.; 522, sch. 1<z:jv222,333,333>
Central Fund byelaw, 522, sch. 1
Central Fund contribution, 310, sch. 1, 3, 4
Central Syndicate Sub-Fund, 310, sch. 1
Chairman of Lloyd’s, 100, 1; 500
claimant, 525, sch.
claims settling authority, 323, sch.
class of insurance business, 111, sch.
class premium limit, 111, sch.
clearance notification, 101, 1
clearing house, 417, sch. 1
client, 112, sch.
closed, 310, sch. 2, 4
close period, 328, sch. 2
close relative, 346, sch.
closed, 310, sch. 3
closed year MAPA, 334, sch. 1
closed year of account, 309, sch. 1; 329, sch.
closed year of account profit or loss, 204, sch. 1; 309, sch. 1
closing date, 310, sch. 3
commercial life business, 313, sch.
commercial motor business, 313, sch.; 314, sch.
Committee, 7, 2
Companies Acts, 101, 1; 309, sch. 1
Company, 205, sch. 1
compilation date, 309, sch. 1
complainant, 408, sch. 1
compliance officer, 101, 1; 106, sch.; 112, sch.; 113, sch.; 114, sch. 1; 343, sch.
conduct of insurance in the Room, 104, 1
connected companies, 101, 1; 111, sch.; 114, sch. 1; 332, 10; 346, sch.; 525, sch.
connected person, 111, sch.; 326, 19; 328, sch. 2; 333, sch. 1; 525, sch.
consortium, 311, sch. 1; 314, sch.; 326, sch. 1
constitution, 101, 1; 111, sch.
contracted syndicate, 310, sch
control, 106, sch.; 107, sch. 1; 111, sch.; 112, sch.; 333, sch. 1; 346, sch.
controllers, 106, sch.; 107, sch. 1; 111, sch.; 112, sch.; 114, sch. 1; 333, sch. 1; 525, sch.
conversion arrangement, 329, sch.
conversion scheme, 329, sch.
convertible currency, 525, sch.
co-ordinating agent, 204, sch. 1; 310 1, sch. 1, 2; 338, sch.
corporate adviser, 101, 1
corporate member, 101, 1; 310, sch. 4; 111, sch.; 500; 519, sch.
corporate member’s allocation, 310, sch. 4
corporate member’s expenses, 310, sch. 4
corporate member’s Lloyd’s adviser, 310, sch. 4
corporate member’s syndicate list; 310 1, sch. 4
correspondent, 116, sch.; 314, sch.
Council, 7, 2; 310, sch. 1, 3, 4; 411, 1
coverholder, 106, sch.; 111, sch.; 116, sch.; 314, sch.; 323, sch.
cumulative overall loss, 512, sch.
currency shortfall, 204, sch. 1; 407, sch. 1
current value, 325, sch. 4
current year of account, 333, sch. 1
dealing, 328, sch. 2
declaration of compliance, 106, sch.
default declaration, 525, sch.
defaulter, 525, sch.
definitive insurers, 326, sch. 1
delegate, 314, sch.
delivery date, 309, sch. 1
deposit trust fund, 519, sch.
Deputy Chairman, 500
direct credit arrangement, 525, sch.
direct debit arrangement, 525, sch.
direct member, 332, 10
direct syndicate, 310 1; 310, sch. 1, 3
direction of administrative suspension, 336, sch.; 407, sch. 1
director, 7, 2; 301, 1; 309, sch. 1
Disciplinary Committee, 7, 2
disciplinary proceedings, 417, sch. 1
distributable profit, 304, sch. 1
earlier year, 310, sch. 1
earmarking date, 204, sch. 1
earmarking direction, 204, sch. 1; 506, sch.
EC company, 326, sch. 1
effective date, 105, 1; 329, sch.
eligible assets, 204, sch. 1; 407, sch. 1
eligible loss, 310, sch. 3
eligible member, 522, sch. 2
eligible person, 117, sch. 2
entitlements, 525, sch.
Equitas, 310, sch. 3; 519, sch.
Equitas group, 522, sch. 1
Equitas reinsurance contract, 310, sch. 1, 3; 323, sch.; 326, sch. 1; 519, sch.; 522, sch. 1
equity share capital, 105, 1
estate reinsurance contract, 338, sch.; 512, sch.
excluded assets, 204, sch. 1
excluded contract, 317, sch.
excluded liability, 317, sch.
excluded Name, 310, sch. 1, 2, 3
executive, 117, sch. 2; 204, sch. 1; 302, 1; 306, sch. 1; 326, sch. 1
executive director, 113, sch.
executive function, 113, sch.
exempt premium income, 313, sch.
existing Lloyd’s broker, 106, sch.
external member, 521, sch. 1
external member of the Council, 7, 2
external member of the Society, 7, 2
fifty per cent controller, 101, 1; 111, sch.
Financial Guarantee Committee, 337, 1
financial year, 106, sch.; 107, sch. 1; 112, sch.
first underwriter, 323, sch.
floor limit, 342, sch.; 344, sch.
following syndicate, 323, sch.
funds at Lloyd’s, 111, sch.; 519, sch.
further deficit, 310, sch. 3
general business, 111, sch.; 326, sch. 1
general business premium limit, 111, sch.
general meeting, 114, sch. 1
general partner, 525, sch.
general partnership, 101, 1
green card, 314, sch.
gross claims, 326, sch. 1
gross payments, 525, sch.
gross premium income, 201, 1
gross premiums, 326, sch. 1
group, 309, sch. 1
group company, 111, sch.
group company insurance business, 111, sch.
High Level Stop Loss Fund Committee, 512, sch.
holding company, 7, 2; 111, sch.; 112, sch.
hypothetical MAPA share, 309, sch. 1
illustrative MAPA participation, 334, sch. 1
illustrative participation, 309, sch. 1
illustrative share, 332, 10
independent actuary, 312, 7
independent members agents, 309, sch. 1
individual MAPA capacity, 333, 5
individual is related to another individual and that other is related to him, 311, 8
individual member, 111, sch.; 500
ineligible working member, 521, sch. 1
inquiry, 417, sch. 1
initial deficit, 310, sch.
insolvency event, 111, sch.; 525, sch.
insurance; 519, sch.; 525, sch.
insurance broking account, 106, sch.
insurance company, 306, sch. 1; 337, 1
insurance creditors, 106, sch.
<z:ms15.6>insurance documents, 313, sch.; 314, sch.; 525, sch.
Insurance Ombudsman, 411, 1
Insurance Ombudsman Bureau, 411, 1
insurance transaction, 525, sch.
interavailable. 329, sch.
interavailability arrangement, 329, sch.
interest, 101, 1; 302, 1; 309, sch. 1; 326, sch. 1
interest in securities, 111, sch.
interim qualifying loss, 512, sch.
interim payment. 413, sch.
interim qualifying loss, 512, sch.
intermediate deficit, 310, sch. 3
introductory commission, 111, sch.; 309, sch. 1
investment exchange, 417, sch. 1
Japanese local insurance business, 524, sch.
later year, 310, sch. 1
LATF personal reserve, 326, sch. 1
law and forum notice, 316, sch.
LLC, 328, sch. 2
leading underwriter, 116, sch.
life business, 313, sch.
limited binding authority, 116, sch.; 311, sch. 1; 314, sch.
limited partnership, 101, 1
line slip, 311, sch. 1; 314, sch.; 326, sch. 1
list, 110, 1
listed, 326, sch. 1
Lloyd’s adviser, 111, sch.; 112, sch.; 115, sch. 2; 310, sch. 4; 328, sch. 2; 343, sch.; 417, sch. 1; 500; 519, sch.
Lloyd’s American Trust Deed, 519, sch.
Lloyd’s Arbitration Scheme, 310, sch. 1, 2, 4
Lloyd’s broker, 7, 2, 12; 111, sch.; 116, sch.; 115, sch. 2; 301, 1; 313, sch.; 314, sch.; 323, sch.; 417, sch. 1; 500, 1
Lloyd’s broker group, 101, 8A; 106, 8
Lloyd’s broker marine line slip, 314, sch.
Lloyd’s Canadian Trust Deed, 519, sch.
Lloyd’s Canadian Trust Fund, 519, sch.
Lloyd’s certificate, 314, sch.
Lloyd’s community, 309, sch. 1
Lloyd’s deposit, 310, sch. 1
Lloyd’s inquiry, 304, sch. 1, 2
Lloyd’s Japan Inc., 524, sch.
Lloyd’s Market Certificate, 113, sch.
Lloyd’s syndicate accounting rules, 117, sch. 2; 326, sch. 1; 338, sch.
Lloyd’s underwriting agent, 115, sch. 2
LMA, 328, sch. 2
long term business, 111, sch.; 204, sch. 1; 326, sch. 1
long term business premium limit, 111, sch.
longer term run-off account, 114, sch. 1
LPSO, 107, sch. 1; 116, sch.; 201, 1; 305, sch.; 310, sch. 3, 4; 314, sch.; 323, sch.
LPSO number, 107, sch. 1
made public, 328, sch. 2
major shareholder, 525, sch.
majority controller, 101, 1; 111, sch.
manager, 7, 2; 107, sch. 1; 111, sch.; 112, sch.; 301, 1; 525, sch.
managing agents, 7, 12, 101, 1; 109, sch.; 116, sch.; 117, sch. 2; 204, sch. 1; 301, 1; 305, sch.; 309, sch. 1; 310, sch. 1, 3, 4; 311, sch. 1; 312, sch. 1; 313, sch.; 322, sch.; 326, sch. 1; 329, sch.; 336, sch.; 338, sch.; 411, 1; 413, sch; 500; 507, sch. 1; 525, sch.
Managing Agent’s Agreement, 310, sch. 1, 2, 4; 332, 10
managing agent grouping, 101, 8A; 106, 8
managing agent’s trustee, 101, 1; 115, sch. 2; 300, 7
managing agents trustees, 310, sch. 2, 4
managed syndicate, 310, sch. 3, 4
mandatory offer, 346, sch.
MAPA, 500
MAPA allocated capacity, 333, 6
MAPA member, 334, sch. 1
MAPA operator’s charges, 334, sch. 1
MAPA participation, 310, sch. 1, 3, 4; 322, sch.; 334, sch. 1
MAPA pre-emptive agreement, 333, sch. 1
MAPA syndicate, 334, sch. 1
marine open cargo cover, 116, sch.; 314, sch.
member, 411, 1; 413, sch; 521, sch. 1; 522, sch. 1
member of a syndicate, 117, sch. 1; 201, 1; 311, sch. 1; 313, sch.; 324, sch. 1; 326, sch. 1; 507, sch. 1
member of the Lloyd’s community, 326, 19; 510, 1<z:jv190,200,200,>
member of the Society, 7, 2; 111, sch.; 408, sch. 1<z:jv222,333,333>
member state, 328, sch. 2
members’ agent, 100, 1; 101, 1; 112, sch.; 204, sch. 1; 309, sch. 1; 310 1, sch. 1, 3, 4; 311, sch. 1; 312, sch. 1; 316, sch.; 322, sch.; 326, sch. 1; 329, sch.; 338, sch.; 413, sch; 500; 506, sch.; 512, sch.
members’ agents agreements, 310, sch. 2, 4
member’s agent associated with a Lloyd’s broker, 309, sch. 1
member’s agent information file, 309, sch. 1
member’s agent pooling arrangement, 309, sch. 1; 310, sch. , 1, 3, 4; 322, sch.; 324, sch. 1; 326, sch. 1
member’s agent trustees. 310, sch. 1, 3
Membership Byelaw, 329, sch.
member’s requisition, 324, sch. 1
members’ solvency report, 204, sch. 1; 506, sch.
member’s syndicate premium income, 111, sch.; 201, 1; 521, sch. 1
member’s syndicate premium limit, 101, 1; 111, sch.; 201, 1; 310, 1, sch. 2, 1; sch. 3, 4; 311, sch. 1; 322, sch.; 324, sch. 1; 326, sch. 1; 331, sch.; 333, sch. 1; 338, sch.; 346, sch.; 413, sch.; 512, sch.; 520, sch. 1; 521, sch. 1
membership agreement, 310, sch. 1, 3, 4
Membership Committee, 100, 1
misconduct, 115, sch. 2, 408, 3; 412, 1
monies relate to or (as the case may be) are due under the insurance transaction, 106, sch.
motor business, 313, sch.; 314, sch.
multiple syndicates statement, 326, sch. 1
name, 310, sch. 1, 3
name’s allocation, 310, sch. 3
name’s expenses, 310, sch. 1
name’s further deficit, 310, sch. 1
name’s initial deficit, 310, sch. 1
Names Interests Committee, 408, sch. 1
name’s members agent, 310, sch. 3
name’s members agent’s trustees, 310, sch. 3
name’s prospective participation, 310, sch. 1
name’s syndicate profit, 310, sch. 3
net claims, 326, sch. 1
net liability, 413, sch
net premiums, 326, sch. 1
net result, 326, sch. 1
net underwriting result or balance, 326, sch. 1
New Central Fund, 310, sch. 1, 3, 4; 500; 514, 1
New Central Fund contribution, 310, sch. 1, 3
New Premiums Trust Deed, 310, sch. 1, 2, 3
new syndicate, 336, sch.
nominated member, 521, sch. 1
nominated member of the Council, 7, 2
nomination, 333, sch. 1
non-exempt premium income, 313, sch.
non-Lloyd’s broker, 107, sch. 1; 306, sch. 1; 524, sch.
non-Lloyd’s intermediaries, 116, sch.
non-MAPA participation, 310, sch. 3, 4
normal closing date, 310, sch. 1, 3
notifiable event, 101, 1
notifiable holding, 101, 1; 319, sch.
Offer 2, 507, sch. 1
offeror, 346, sch.
old byelaws, 110, 1
Old Premiums Trust Deed, 310, sch. 1, 2, 3
Ombudsman, 408, sch. 1; 411, 1
open market correspondent, 116, sch.
open year balance, 309, sch. 1
open year of account, 329, sch.
open year of account balance, 204, sch. 1
ordinary contribution, 512, sch.
outward reinsurance premiums, 326, sch. 1
overall loss, 523, 5
overall MAPA participation, 310, sch
overall net loss, 338, sch.
overall loss, 512, sch.; 523, 5
overall premium limit, 310 1, sch. 1, 3, 4; 322, sch.; 322, sch.; 336, sch.; 338, sch.; 512, sch.; 520, sch. 1; 521, sch. 1
overall profit, 512, sch.
overall result, 512, sch.
overseas deposit fund, 205, sch. 1
overseas deposits, 205, sch. 1
overseas direction, 310, sch. 1, 2, 3
overseas fund, 310, sch. 1, 3
parent undertaking, 101, 1
participant, 329, sch.; 525, sch.
participant nomination, 329, sch.; 344, sch.; 346, sch.
participation nomination, 342, sch.
partner, 101, 1; 309, sch. 1
partnership, 101, 1; 309, sch. 1
payee, 525, sch.
period of days, 100, 1
permitted bilateral arrangement, 345, 1
permitted function, 115, sch. 2
person, 500
person connected, 408, sch. 1
person connected with an agent, 310, sch. 3
person connected with an individual, 302, 1
person controls another person, 310, sch. 3
personal lines business, 313, sch.; 314, sch.
personal reserve fund, 111, sch.; 326, sch. 1; 519, sch.
personal reserve sub-fund, 310, sch. 1
personal stop loss contract, 338, sch.; 512, sch.
personal stop loss limit, 338, sch.
percentage result, 309, sch. 1
potential offeror, 346, sch.
premium charge, 326, sch. 1
premium income, 201, 1; 326, sch. 1; 520, sch. 1; 521, sch. 1
premium tax, 201, 1; 326, sch. 1
premiums trust deed, 101, 1; 111, sch.; 114, sch. 1; 115, sch. 2; 205, sch. 1; 300, 7; 310, sch. 1, 3, 4; 519, sch.; 525, sch.; 526, 1
premiums trust fund, 101, 1; 111, sch.; 114, sch. 1; 205, sch. 1; 310, sch. 1, 3, 4; 413, sch.; 519, sch.; 526, 1
prescribed currency, 204, sch. 1
prescribed date, 326, 16; 333, sch. 1
prescribed form, 111, sch.; 326, 16; 519, sch.; 525, sch.
prescribed period, 111, sch.; 334, sch. 1
prescribed surplus, 204, sch. 1
previous closed year of account, 309, sch. 1
previous run-off year of account, 309, sch. 1
principal broker, 106, sch.
prior special contribution, 522, sch. 2
prior underwriting agent, 300, 2
prior year end, 310, sch. 3
professional body, 417, sch. 1
profit related remuneration, 326, sch. 4
progress report, 312, sch. 1
prohibited period, 328, sch. 2
prospective participation, 329, sch.; 342, sch.; 344, sch.; 346, sch.
provisional insurer, 310, sch. 3, 4; 311, sch. 1; 326, sch. 1; 336, sch.
provisional qualifying loss, 512, sch.
provisional syndicate, 336, sch.
provisional syndicate stamp, 336, sch.
pseudonym, 107, sch. 1
qualifying annual subscriber, 101, 1
qualifying brochure, 309, sch. 1
qualifying insurance business, 313, sch
qualifying loss, 512, sch.; 523, 4
qualifying period, 336, sch.
qualifying underwriting member, 101, 1
qualifying reinsurance premiums, 111, sch.; 201, 1
qualifying securities, 329, sch.
qualifying working member, 101, 1
quarterly figures, 334, sch. 1
recognised accontant, 117, sch. 1
recognised supervisory body, 117, sch. 1
Reconstruction and Renewal proposals, 519, sch.
reference date, 326, sch. 1
reference year, 309, sch. 1
register, 101, 1; 107, sch. 1; 110, 1; 112, sch.; 114, sch. 1; 338, sch.
registered individual, 115, sch. 2; 330, sch. 1
registered office, 117, sch. 1; 326, sch. 1
regulated function, 115, sch. 2
regulated market, 326, 19; 328, sch. 2
regulating trustee, 310, sch. 1, 3, 4, 519, sch.; 526, 1
registered umbrella arrangement, 107, sch. 1
regulator, 417, sch. 1
reinsurance balance, 326, sch. 1
reinsurance recoveries, 326, sch. 1
reinsurance, rexsumex, 326, sch. 1
reinsurance to close, 111, sch.; 305, sch.; 309, sch. 1; 310, sch. 1, 3, 4; 311, sch. 1; 312, sch. 1; 317, sch.; 326, sch. 1; 329, sch.
reinsured members, 305, sch.
reinsuring members, 305, sch.
related company, 7, 2
related Lloyd’s entity, 116, sch.; 313, sch.; 314, sch.
related undertaking, 328, sch. 2
requirements of the Council, 333, sch. 1
relevant advertisements, 309, sch. 1; 329, sch.
relevant arrangements, 329, sch.
relevant capacity, 324, sch. 1
relevant contracts, 336, sch.
relevant date, 117, sch. 1
relevant employee, 328, sch. 1; 328, sch. 2
relevant guidance on confidentiality, 117, sch. 1
relevant information, 328, sch. 2
relevant liabilities, 204, sch. 1; 407, sch. 1
relevant member, 114, sch. 1; 117, sch. 1; 204, sch. 1; 324, sch. 1
relevant member’s agent, 201, 1
relevant period, 512, sch.
relevant person, 301, 1; 328, sch. 2
relevant securities 328, sch. 2
relevant syndicate, 310, sch. 2; 507, sch. 1
relevant underwriting members, 312, sch. 1, 326, sch. 1
relevant year of account, 310, sch. 1, 3; 326, sch. 6
requirements of the Council, 329, sch.
reportable criminal offence, 111, sch.; 521, sch. 1
reporting accountant, 117, sch. 1
representative, 110, 1
resigning member, 111, sch.; 338, sch.
resigning member’s open year reinsurance contract, 338, sch.; 512, sch.
respondent, 100, 9
result, 309, sch. 1
return, 201, 1; 326, sch. 1
risk code, 326, sch. 1
Room, 7, 2
rules, 115, sch. 2
run-off account, 101, 1; 114, sch. 1; 326, sch. 1; 520, sch. 1; 521, sch. 1
run-off account report, 326, sch. 1
run-off account result, 326, sch. 1
run-off company, 114, sch. 1; 115, sch. 2; 343, sch.
run-off decision, 312, sch. 1, 326, sch. 1
run-off manager, 101, 1; 302, 1; 306, sch. 1, 326, sch. 1
run-off syndicate, 101, 1; 323, sch.
run-off year, 310, sch. 1, 3
run-off year of account, 312, sch. 1
run-off year of account report, 312, sch. 1
schedule, 304, sch. 1
scheme, 413, sch.
Scottish limited partnership, 111, sch., 310, sch. 1, 2, 4; 525, sch.
second nomination, 349, Sch.
second underwriter, 323, sch.
securities, 7, 12; 328, sch. 2
services, 525, sch.
service provider, 525, sch.
settlement, 7, 12
settlement date, 525, sch.
settlement information statement, 525, sch.
settlor, 7, 12
share, 101, 1; 309, sch. 1
share swap arrangement, 111, sch.; 329, sch.; 332, 10; 346, sch.
short-term run-off account, 114, sch. 1
Society, 7, 2; 310, sch. 4; 408, sch. 1
solvency shortfall, 106, sch. 1; 204, sch. 1
solvency statement, 204, sch. 1
solvency test date, 204, sch. 1
special category claim, 323, sch.
special contribution, 522, sch. 1
special reserve funds, 111, sch.
special syndicate, 310, sch. 1
Special Reserve Trust Deed, 310, sch. 1
Special Reserve Trust Fund, 310, sch. 1
special resolution, 324, sch. 1
special trust direction, 310, sch. 1, 2, 3, 4
special trust fund, 310, sch. 1, 3, 4
specialist personal stop loss syndicate, 338, sch.
specified amount, 506, sch.
specified person, 525, sch.
specified period, 104, 1
sponsor, 110, 1; 111, sch.; 115, sch. 2
staff allocated capacity, 311, 7, sch. 1
standard agents’ agreement, 310 1, sch. 1, 3, 326, sch. 1, 331, sch.; 338, sch.
standard agreements, 111, sch.; 310 1, sch.
standard managing agent’s agreement, 310 1, sch. 4; 323, sch.; 326, sch. 1; 512, sch.
standard member’s agents agreements, 310, sch. 3, 4; 316, sch.; 333, sch. 1; 336, sch.
standard sub-agency agreement, 326, sch. 1
statement, 101, 55
stock lending arrangement, 326, sch. 1
sub-agent, 304, sch. 2
subject to the disciplinary jurisdiction of the Society, 115, sch. 2
subordinate legislation, 100, 2
subscribed capacity, 342, sch.; 344, sch.
subscriber, 342, sch.; 344, sch.
subscriber’s premium, 342, sch.; 344, sch.
subscription order, 342, sch.; 344, sch.
subsidiary, 7, 2; 106, sch.; 107, sch. 1; 111, sch.; 112, sch.
subsidiary undertaking, 111, sch.; 408, sch. 1
subscriber for intelligence, 110, 1
substitute, 500<z:jv190,200,200,>
substitute agent, 101, 1; 310, sch. 1, 3; 326, sch. 1; 525, sch.<z:jv222,333,333>
substitute sub-agent, 304, sch. 2
succeeding year of account, 333, sch. 1
successor corporate member, 105, 1
successor member, 329, sch.
supplemental report, 309, sch. 1
supplementary asset return, 204, sch. 1
surrender arrangement, 111, sch.; 329, sch.; 346, sch.
syndicate, 101, 1; 111, sch.; 116, sch.; 117, sch. 1; 204, sch. 1; 309, sch. 1; 311, sch. 1; 312, sch. 1; 313, sch.; 314, sch.; 322, sch.; 323, sch.; 324, sch. 1; 336, sch.; 338, sch.; 344, sch.; 411, sch. 1; 413, sch.; 525, sch.
syndicate adjusted profit, 310, sch. 3
syndicate allocated capacity, 101, 1; 111, sch.; 201, 1; 310, sch. 1, 1, sch. 3, 4; 311, sch. 1; 326, sch. 1; 333, sch. 1; 338, sch.; 346, sch.; 413, sch.<z:jv190,200,200,>
Syndicate and Arbitration Agreement, 310, sch. 3<z:jv222,333,333>
syndicate annual report, 312, sch. 1
syndicate auditor, 117, sch. 1; 204, sch. 1; 312, sch. 1; 336, sch.
syndicate auditor’s opinion. 312, sch. 1, 326, sch. 1
syndicate cessation, 310, sch. 1, 1
syndicate list, 309, sch. 1; 310 1, sch. 1, 3, 4; 316, sch.; 333, sch. 1; 413, sch.
syndicate MAPA capacity, 309, sch. 1; 322, sch.; 324, sch. 1; 334, sch. 1
syndicate merger, 310, sch. 1
syndicate 901, 507, sch. 1
syndicate premium income, 201, 1; 310, sch. 2; 338, sch.
syndicate premium limit, 333, sch. 1
syndicate profit, 310, sch. 3
syndicate return, 204, sch. 1
syndicate solvency result, 204, sch. 1
System, 525, sch.
System currency, 525, sch.
System transaction, 525, sch.
temporary cover, 313, sch.; 314, sch.
temporary cover note, 313, sch.
ten per cent controller, 101, 1; 111, sch.
tendered capacity, 342, sch.; 344, sch.
tenderer, 342, sch.; 344, sch.
tender order, 342, sch.; 344, sch.
thirty-three per cent controller, 101, 1; 111, sch.
Total Capacity, 520, sch. 1; 521, sch. 1
Total Individual Capacity, 521, sch. 1
total MAPA capacity, 322, sch.; V
trade association, 114, sch. 1
training and development plan, 343, sch.
transfer agreement, 329, sch.
transferee, 329, sch.
transferor, 101, 1; 329, sch.
transition arrangement, 329, sch.
Treasury, 310, sch. 1, 2, 3, 4
trust fund, 204, sch. 1
twenty per cent controller, 101, 1; 111, sch.
umbrella arrangement, 110, 1; 525, sch.
umbrella broker, 519, sch.
unapproved arrangement, 329, sch.
unclosed year of account, 312, sch. 1
underwriter, 116, sch.; 310, sch. 2; 311, sch. 1; 314, sch.
underwriting, 310, sch. 3, 4
underwriting agent, 7, 2; 101, 1; 301, 1; 328, sch. 1, 2; 329, sch.; 330, sch. 1; 343, sch.; 417, sch. 1; 522, sch. 1; 525, sch.
underwriting balance, 326, sch. 1
underwriting member, 7, 2; 111, sch.; 309, sch. 1; 411, 1; 512, sch.
underwriting requirement, 111, sch.
underwriting result, 326, sch. 1
unsolicited calls, 316, sch.
validation date, 342, sch.; 344, sch.
working member, 521, sch. 1
working member of the Council, 7, 2
year, 100, 1; 310, sch. 1, 3, 4
Wreck
Board of Trade, 1, 41
Crown, 1, 41
Lutine, 1, 35
receivers, 1; 1, 41
recovery, 1, 34
salvage, 1, 35
Wrongful trading, 309, sch. 2
Y
Years of account
annual reports, 326, 7, 11, 14, sch. 4
cessation, 332, 4
closed, 204, sch. 1; 304, 8; 309, sch. 1; 312, 2, 4; 326, 7, sch. 2
high stop loss fund, 523, 5
managing agents, 326, sch. 6
mandatory offers, 332, 3
MAPA, 309, 10, sch. 6; 326, sch. 5
members’ agents, 309, 10, sch. 1, 2
agreements, 310, sch. 1
mergers, 332, 1
minority buy-outs, 332, 1
multiple syndicates, 326, sch. 8
open, 204, sch. 1; 312, 8
pre-emption offers, 333, 2
profit or loss, 204, sch. 1
run-off, 101, 10; 312, 2, 8, sch. 1
syndicate accounts, 326, 2, sch. 3, 7
syndicate premium income, 201, 1, 1A; 335, 4
solvency reporting, 204, 2, sch. 1
unclosed, 312, 4
underwriting agents, 101, 1, 9; 304, 8