Willis (Malaysia) Sdn Bhd (026067-X)

General Terms of Business

Agreement

June 2018
Willis (Malaysia) Sdn Bhd Terms of Business Agreement 1

Introduction Willis may be :-

Willis (Malaysia) Sdn Bhd a Company in (i) A Broker of Record, or

Willis Towers Watson (WTW) Group is a (ii) A Coordinating Broker
member of the Malaysian Insurance and
Takaful Brokers Association (MITBA). We
Our Services
are regulated by Bank Negara Malaysia
(BNM) and are required to follow the rules, 1. As a Broker of Record
regulations and guidelines issued by BNM
and MITBA as well as the Financial Services
We are committed to acting in your best
Act 2013 for all our insurance business
interests at all times in providing services to
activities.
you.

We are a leading independent intermediary

We particularly draw your attention to the
and risk management consultant and offer
following sections:
transactional and/or advisory services for
your (re)insurance requirements. We advise
on all types of general (re)insurance • Your Responsibilities;
products and we are not tied to any one • Our Remuneration;
specific (re)insurer. • Conflicts of Interest; and
• Complaints

In the absence of an agreement to the Negotiation and Placing

contrary this document sets out the terms of
our relationship with you (our 'client') for our
We will discuss with you or your
provision to you of (re)insurance broking
representatives your (re)insurance
services as set out herein. Where there is a
requirements, including the scope of cover,
specific agreement entered into between us
the limits to be sought and cost. Upon receipt
as regards to our appointment as your
of your instructions, whether written or oral,
brokers and consultants, this General Terms
we will endeavour to satisfy your
of Business Agreement (TOBA) shall, where
(re)insurance requirements.
appropriate and applicable, be supplemental
to such specific agreement. Where there is
any conflict between this TOBA and such During the course of the placement of your
specific agreement, the provisions of such (re)insurance we will endeavour to keep you
specific agreement shall prevail. informed of the progress of our negotiations
and identify any inability to obtain the
coverage sought by you.
This agreement shall replace and supersede
any earlier terms of business agreement
given to you and shall be effective from We will use reasonable endeavours to
st
1 June 2018 or the date we send the implement your (re)insurance programme,
agreement to you vide our covering letter subject to available (re)insurers, before the
attaching the Agreement. intended date of inception, renewal or
extension of cover (whichever is
appropriate).
In this document “we”, “us”, “our” and
“Willis” means Willis (Malaysia) Sdn Bhd.
We will provide you with information about
the (re)insurance cover to be recommended
to you to enable you to decide whether to

June 2018
2 Willis (Malaysia) Sdn Bhd Terms of Business Agreement

accept the (re)insurance cover available. As continued beyond our appointment by mutual
your (re)insurance intermediary we will agreement, and may be subject to a
answer any questions you may have on the separate fee. Our claims handling services
proposed cover, its benefits, placement include, upon receiving the required
structure, restrictions, exclusions and information from you, the notification of the
conditions. claim or circumstances to (re)insurers;
representing you in the resolution of the
Market Security claim and arranging the collection and/or
settlement of the claim in accordance with
market practice and your policy terms and
As we are approved only as an insurance
conditions. Where claims are to be dealt by
broker, we cannot act as an insurer nor can
you with (re)insurers directly we will provide
we guarantee or otherwise warrant the
advice and support as requested. We may
solvency of any (re)insurer or market used
use third party claims handling services,
for your requirements. However, if you have
however, where we intend to do so we shall
any concerns regarding any (re)insurers
inform you prior to the inception of the
chosen for your insurance requirements
insurance contract.
please advise us as soon as possible and we
will discuss them with you.
Further, our claims handling services will
cease where we are satisfied that you have
Servicing and Claims
instructed another entity to assume the
claims servicing obligations for your
As part of our services, we will send you (re)insurance.
documentation confirming the basis of the
cover secured on your behalf, including
details of the (re)insurers, with a debit note Where we collect claims payments these will
or premium billing, where applicable, be remitted to you as quickly as possible.
showing separately all the amounts payable However, we will not remit claims monies to
and the dates that the money is due. you before we have received them from
(re)insurers.

We will also inform you of those insurance

policies which are subjected to the “Cash 2. As a Coordinating Broker
Before Cover”, “60 Days Premium Warranty”
or other similar Premium Warranty. It is Willis Malaysia is deemed to be a
essential that such premium is paid to the Coordinating Broker when we are not
insurer within the period allowed. Failure to involved in any negotiations and placement
do so will result in automatic cancellation of of any globally arranged insurance program
the insurance policies by the insurer. and/or the renewal thereof. We may be
appointed to only provide specific assistance
to you.
We will forward any policy documents, if
applicable, and any amendments or
endorsements to you as soon as reasonably Kindly refer to our covering letter/e-mail at
practicable. (1) commencement of cover or (2) renewal of
covers or (3) cover confirmation.

Except where we agree with you or, because

market practice determines otherwise, we Additional Services
will provide our claims handling services
during the policy period for the policies If requested, available and appropriate we
placed by us. These services can be may agree to provide you with a number of

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Willis (Malaysia) Sdn Bhd Terms of Business Agreement 3

additional services which fall outside our Sanctions (United Nations / US /

core service provision. Such services, may European Sanctions)
be subject to the agreement of additional
remuneration. The sanctions profile of different
business(es) may differ on the basis of a
We do not offer advice in relation to tax, number of complex factors, including
accounting, regulatory or legal matters business activity, type of good or product,
(including sanctions) and you should take nationality, ownership, control and the
separate advice as you consider necessary geographical location(s) of the parties
regarding such matters. involved. As regards the applicability of
sanctions regimes, we are unable in any
circumstances to give you legal or regulatory
Electronic Communications
advice, nor can we guarantee or otherwise
warrant the position of any (re)insurer under
We may communicate by electronic mail with existing or future sanctions regimes. As a
each other and with other parties with whom consequence, applicable sanctions remain a
we need to communicate in order to provide matter for you and you should take such
services to you, sometimes attaching further legal advice as you deem appropriate in this
electronic data, where we have each regard. You should inform us of any
expressed a wish for that to happen. By (re)insurance requirements you have which
engaging in this method of communication touch upon or are linked to sanctioned
we and you accept the inherent risks territories.
(including the security risks of interception of
or unauthorised access to such
The applicability of Export Control legislation
communications, the risks of corruption of
to certain transactions may differ on the
such communications and the risks of
basis of a number of complex factors and our
viruses or other harmful devices). You will
obligations may be different
be responsible for virus checking all
electronic communications sent to you. You
will also be responsible for checking that from yours depending on the nature of the
messages received are complete. In the (re)insurance, structure of the product and
event of a dispute neither of us will challenge place of incorporation of the (re)insured or
the legal evidential standing of an electronic geographical cover provided. The nature of
document and the Willis system shall be risks (re)insured may also have a bearing on
deemed the definitive record of electronic our position and the position of other parties
communications and documentation. within the market. We cannot provide you
with legal advice. However, where we are
required to make licence applications or
You should also be aware that Willis’
notifications or undertake any other activity
systems security devices may block certain
as a matter of law, Willis will comply with
file extensions, including but not limited to
applicable law.
.vbs, .cmd, .cpl, .wav, .exe, .bat, .scr, .mpq,
.avi, .com, .pif, .wma, .mps, .mpg. Emails
attaching such files will not get through to us We will comply with all applicable sanctions
and no message will be sent to tell you they regimes and legislation (whether currently
have been blocked. existing or implemented in the future) and
you are advised that where obliged by
applicable sanctions legislation we may have
to take certain actions which include but may
not be limited to:

June 2018
4 Willis (Malaysia) Sdn Bhd Terms of Business Agreement

• freezing the account concerned; relationship work, you must provide complete
and/or and accurate information and instructions in
a timely manner, so that we can assist you
• refusing to handle or administer a fully. Please bear in mind that insurers are
claim which would benefit (directly or not always obliged to make enquiries of you.
indirectly) a sanctioned entity or Indeed, you are ordinarily under a duty to
person, subject to exemption or make full disclosure of all material facts and
obtaining a licence (which we might fully and frankly respond to any requests for
not get); or information made by insurers. Failure to
make full disclosure of material facts may
allow insurers to avoid liability for a particular
• refusing to administer the renewal of claim or to void the contract. Where
an existing insurance contract which applicable, this duty of disclosure applies
would benefit (directly or indirectly) a equally at renewal of the contracts and on
sanctioned entity of person, subject taking out new insurance contracts. We will
to exemption or obtaining a licence not be responsible for any consequences
(which we might not get). which may arise from any delayed,
inaccurate or incomplete information, or any
We cannot be held responsible for the misrepresentation made by you (or your
actions of third parties (including but not employees or their dependants).
limited to banks and exchange institutions)
who may have their own sanctions policy Further, all information which is material to
restrictions and constraints. the coverage requirements or which might
influence insurers in deciding to accept your
Your Responsibilities business, finalising the terms to apply and/or
the cost of cover must be disclosed.
Financial Services Act 2013
Please discuss with us if you have any
We wish to draw your attention to the doubts about what is material or have any
Financial Services Act 2013 in particular concerns that we may not have material
Section 127 of the Act in that it requires you information, or have any doubt about what
to insure your general insurances, as may be the applicable duty of disclosure is.
prescribed by Bank Negara Malaysia, with a
licensed general insurer in Malaysia.
Your Policy

Proposal Forms
You are responsible for reviewing the
evidence of (re)insurance cover to confirm
For certain classes of (re)insurance you may that it accurately reflects the cover,
be required to complete a proposal form, conditions, limits and other terms that you
questionnaire or similar document. We will require. Particular attention should be paid to
provide guidance but we are not able to any policy conditions and warranties, as
complete the document for you. failure to comply may invalidate your
coverage and the claims notification
Disclosure of Information provisions. If there are any discrepancies,
you should consult us immediately.
Our objective is to obtain the best product we
can identify in order to meet your insurance Further you should review the (re)insurance
needs. In order to make our business premium payment terms of which we advise

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Willis (Malaysia) Sdn Bhd Terms of Business Agreement 5

you. All premium payment terms must be Willis will not commence legal proceedings
met on time or your (re)insurers may have or enter into standstill/tolling agreements on
the right to effect a notice of cancellation for your behalf, nor will Willis advise you if and
non-payment of premium. We shall also when to do so. On these issues we
advise of any charges which are additional to recommend you take your own legal advice.
the (re)insurance premium.
Change in Circumstances
We will forward any policy documents, if
applicable, and any amendments or You will advise us as soon as reasonably
endorsements to you as soon as reasonably practicable of any changes in your
practicable. circumstances that may affect the services to
be provided by us or the cover provided
Claims under your (re)insurance policy.

You are responsible for notifying claims or Provision of Information

potential circumstances that may give rise to
a claim in accordance with your insurance All activities undertaken by us as outlined in
contract. To ensure full protection under your this document are provided by us for your
policy or similar documentation you should exclusive use and all data,
familiarise yourself with the coverage recommendations, proposals, reports and
conditions or other procedures immediately other information provided by us in
relating to claims and to the notification of connection with our services are for your
those claims. Failure to adhere to the sole use.
notification requirements particularly timing,
as set out in the policy or other coverage
You agree not to permit access by any third
document, may entitle (re)insurers to deny
party to this information without our express
your claim. In presenting a claim it is your
written permission. We reserve our right to
responsibility to disclose all facts which are
take action to protect proprietary information.
material to the claim. Claims may be made
against certain policies long after they have
expired. It is important therefore, that you Payment of Premium
keep your policy documents in a secure
place. You will provide settlement with cleared
funds of all monies due in accordance with
It is generally the case that claims may the payment date(s) specified in our debit
become unenforceable by way of legal note or other relevant payment
proceedings (or in some jurisdictions, documentation ("Payment Date"). Failure to
completely extinguished) if they are not meet the Payment Date may lead to
pursued by legal proceedings commenced (re)insurers cancelling your policy particularly
within the relevant limitation period applying where payment is a condition or warranty of
to your claim in the jurisdiction in question. It a contract. We are under no obligation to
is your responsibility to monitor the position pay premium by the Payment Date to
on limitation periods applying to your claims (re)insurers on your behalf.
and to commence legal proceedings in
relation to your claims where this is You are also reminded of the 60 Days
necessary. It is also your responsibility to Premium Warranty provision applicable to
enter into "standstill" or "tolling" agreements policies which will automatically lapse if
in order to suspend the application relevant premiums are not paid within the period.
limitation periods, where this is desirable. There is also the “Cash Before Cover”

June 2018
6 Willis (Malaysia) Sdn Bhd Terms of Business Agreement

regulation in respect to motor insurance Placement-Specific Market-Derived

premium. Income – Not Applicable to Willis
(Malaysia) Sdn Bhd
Our Remuneration
Kindly note that members of the Willis
Our remuneration for the services we provide Towers Watson Group other than Willis
you will be either brokerage, which is a Malaysia Sdn Bhd have or may have
percentage of the insurance premium paid contracts with various insurers pursuant to
by you and allowed to us by the (re)insurer which they provide certain services, such as
with whom your insurance contract is placed, those under binding authorities, managing
or a fee as agreed with you. If appropriate, general agency and lineslip arrangements
and with your consent, we may receive a fee (for example, providing statements of the
and brokerage. business accepted and the issuance of
certificates of insurance cover). They may
also provide reinsurance broking services for
Brokerage and fees are earned for the period
insurers.
of the contract and we will be entitled to
retain all fees and brokerage in respect of
the full period of the contract in relation to They may also enter into service agreements
contracts placed by us. with certain insurers in order to design and
develop insurance products for clients.
Under these arrangements they may be paid
It may, at times, be appropriate (and for your
by the insurers for the services they provide
benefit) for us to use other parties such as
to them in addition to any commissions they
wholesale brokers, introducers or insurance
may receive for placing insurance cover.
intermediaries. These parties may also earn
These arrangements are detailed further in
and retain commissions for their role in
the attached “Market-Derived Income”
providing products and services for you or in
addendum.
recognition of services they provide to us in
relation to your business. Where a
percentage of our remuneration is shared Contingent Compensation
with such a third party, we confirm that the
overall remuneration has not been increased Willis Towers Watson Group may accept
to allow for any such sharing. The certain forms of contingent compensation in
brokerage/fees earned shall always be in locations where they are legally permissible,
accordance with those approved by Bank and meet standards and controls to address
Negara Malaysia’s guidelines. conflicts of interest. Because insurers
account for contingent payments when
developing general pricing, the price their
Kindly note that our brokerage is governed
clients pay for their policies is not affected
by Bank Negara Guidelines on maximum
whether Willis Towers Watson Group
allowable brokerage/ commissions on each
accepts contingent payments or not. If a
class of insurance. Should you require
Willis client prefers Willis Towers Watson
further details please write to our Managing
Group not to accept contingent
Director/Chief Executive Officer.
compensation related to their account, Willis
Towers Watson Group will request that the
client’s insurer(s) exclude that client’s
business from their contingent payment
calculations.

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 Willis (Malaysia) Sdn Bhd Terms of Business Agreement 7

FATCA ii. in respect of any fraudulent acts

(including theft or conversion) or wilful
The Foreign Account Tax Compliance Act default by Willis Malaysia; the limit
(FATCA) is a U.S. law aimed at foreign applicable is as provided for under the
financial institutions and other financial Malaysian Law
intermediaries (including insurance
companies and intermediaries such as iii. in respect of other claims, the total
brokers) to prevent tax evasion by U.S. aggregate liability of Willis Malaysia shall
citizens and residents through offshore be limited to the sum equal to the fees
accounts. In order to comply with FATCA, and / or brokerage earned from the
insurance companies and intermediaries insurances Willis Malaysia arranged for
must meet certain legal requirements. you
Insurance placed with an insurance company
that is not FATCA compliant may result in a
iv. subject to clauses (i) and (ii) above, in
30% withholding tax on your premium.
respect of the following losses: loss of
Where FATCA is applicable to you, in order
revenue; loss of opportunity; loss of
to avoid this withholding tax, Willis will only
reputation; loss of profits; loss of
place your insurance with FATCA-compliant
anticipated savings; increased costs of
insurers and intermediaries for which no
doing business; or any other indirect or
withholding tax is required unless you
consequential loss, Willis Malaysia will
instruct us to do otherwise and provide your
have no liability in any circumstances.
advance written authorization to do so. If you
do instruct Willis to place your insurance with
a non-FATCA compliant insurer or Your direction to bind coverage and/or your
intermediary, you may have to pay an payment related to your insurance placement
additional amount equivalent to 30% of the will be deemed your signed, written
premium covering U.S. - sourced risks to agreement to be bound by the provisions of
cover the withholding tax. If you instruct us to this section.
place your insurance with a non-FATCA
compliant insurer but you do not agree to Other Revenue
pay the additional 30% withholding if
required, we will not place your insurance
We may also act for (re)insurers, with whom
with such insurer. Please consult your tax
your business is placed, in the placement of
adviser for full details of FATCA.
their risks. This placement is a separate
contract subject to its own terms and
Limit of Liability conditions, including those relating to
remuneration. Where facultative reinsurance
Willis Malaysia’s aggregate liability for is placed in respect to your business, we
breach of contract, negligence, breach of hereby declare in accordance to any relevant
statutory duty or other claim arising out of or act or regulation as may be the case that we
in connection with this Agreement or the would be acting as your direct broker as well
services provided hereunder shall be limited as reinsurance broker to the insurers.
as follows:
It may be appropriate and for your benefit for
i. in respect of personal injury or death us to use a member of the Willis Towers
caused by Willis Malaysia’s negligence, Watson Group of companies or another
the limit applicable is as provided for Intermediary to assist us in fulfilling your
under the Malaysian Law (re)insurance requirements. These

June 2018
8 Willis (Malaysia) Sdn Bhd Terms of Business Agreement

companies may receive usual and customary extent necessary to provide our services to
remuneration for the services they provide. you or to ensure the effective management,
administration, and operation of Willis
Towers Watson Group’s business. You
Client Money
agree that we may use any information you
provide to us to create anonymised industry
We will treat any balances held by us for you or sector-wide statistics which may be
in accordance with our practices. This shared with third parties, on the condition
means that client money will be held that unless we have obtained your consent,
separately from our own money. Please information specific to you will not be
note that your money may be transferred to a revealed other than on an anonymised basis
member of the Willis Towers Watson Group and as part of an industry or sector-wide
of Companies and/or another insurance comparison.
intermediary where such transfer is required
in order to carry out services to you.
Where you provide us with any information
which constitutes ‘personal data’, ‘personal
We do not pay premium to underwriters on information’, or other like class of
your behalf until we have received it from information, we will treat such information at
you, nor will we pay claim or other monies all times in accordance with the applicable
due to you before they have been received Data Protection Laws (if any), and you agree
from underwriters (or other relevant third that we and other companies within Willis
party) Towers Watson Group may hold and
process such information: (i) in order to
Data Protection and Confidentiality provide our services to you; (ii) to facilitate
the effective management, administration, or
We will at all times treat all confidential operation of Willis Towers Watson Group’s
information we hold about you (including any business; and (iii) in any country – including
information that constitutes ‘personal data’, countries outside which may not have
‘personal information’, or other like class of comparable data protection laws – for the
information that is subject to “Data foregoing purposes.
Protection Laws” that specifically regulate
the handling of such information) as private You agree that you will not provide any
and confidential and protect it in the same information which constitutes ‘personal data’,
way we would protect our own confidential ‘personal information’, or other like
information. information regulated under Data Protection
Laws to us unless you have ensured that you
We will not disclose any confidential have obtained all necessary consents and
information we hold about you to others provided any required notices, or that you
without your prior consent except: (i) to the are otherwise permitted under the applicable
extent we are required to do so by law or a Data Protection Laws to provide such
regulator; (ii) to insurers, surveyors, loss information to us, so that such information
adjustors, and other like persons to the you provide to us can be lawfully used or
extent necessary to provide our services to disclosed by us and other members of the
you in a timely manner; (iii) to loss Willis Towers Watson Group in the manner
assessors, lawyers, and other like persons to and for the purposes anticipated by this
the extent necessary to enable such third Agreement. You will also ensure that any
party to provide information or services you such information you do provide to us is
have requested; and (iv) to other companies relevant for such purposes, and is reliable for
within Willis Towers Watson Group to the

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Willis (Malaysia) Sdn Bhd Terms of Business Agreement 9

its intended use, accurate, complete and for which there is no practicable solution, we
current. will withdraw unless you wish us to continue
to act for you and provide us with your
Under the applicable Data Protection Laws written consent to that effect.
(if any), you (or your employees or other
persons who benefit from services we Complaints
provide) may have a right of access to some
or all of the information we hold about you, or Should you have any cause for complaint
to have inaccurate information corrected. If about our services please raise the matter in
you (or any relevant individual) wish to the first instance with the person who
exercise such rights, please contact us in handles your account. Alternatively, you may
writing. contact our Compliance Officer or Managing
Director/Chief Executive Officer whose
In certain jurisdictions, we may operate a details are listed below. We will acknowledge
paperless office system and/or hold your complaint as soon as practicable and
documents on your behalf only in electronic will advise you of the person dealing with it.
or digitised format. In these circumstances, However, should you not receive any
we may operate a policy of destroying any acknowledgement within seven days from
hard copy documents that come into our the date of complaint, you may contact our
possession for the purposes of providing our Managing Director/Chief Executive Officer.
services to you. Where this is the case, you Please note that should you not be happy
recognise that we may only ever be able to with the response to your complaint you
provide to you electronic or digitised versions have the right to take your complaint to our
of any documents that we hold on your regulator, Bank Negara Malaysia.
behalf. You accept that to the extent that
you wish us to destroy or expunge from our
Termination
systems any electronic or digitised versions
of documents held on your behalf, we will not
be able to destroy such documents that have Our services may be terminated either by us
become incorporated onto our hard drives or or you upon the giving of one month's notice
any other system onto which data is stored in writing to the other or as otherwise agreed.
only for the purposes of disaster recovery.
In the event our services are terminated by
you we will be entitled to receive any and all
Ethical Business Practice
fees or brokerage payable (whether or not
the same have been received by us) in
We do not tolerate unethical behaviour either relation to policies placed by us.
in our own activities or in those with whom
we seek to do business. We will comply with
all applicable laws, rules, regulations and Amendments
accounting standards.
You agree that we have a right to amend this
document by sending you either a notice of
Conflict of Interest
amendment in writing or a revised Terms of
Business Agreement. Any amendment will
The insurance market is complex and there apply in respect of any service transaction
could be other relationships not described entered into by us after notice of the
here which might create conflicts of interest. amendment is given, and may take effect
Whatever the circumstances, we will act in either immediately or at such later date as
your best interests; and, if a conflict arises

June 2018
10 Willis (Malaysia) Sdn Bhd Terms of Business Agreement

the notice may specify. We will however Governing Law

give you at least ten business days’ notice of
any change. This Agreement, which sets out the terms of
our relationship with you, will be governed by
Anti-Money Laundering and construed in accordance with Malaysian
Law and any dispute arising under it shall be
To comply with applicable anti-money subject to the exclusive jurisdiction of the
laundering regulations there are times when Malaysian courts.
we may ask clients to confirm (or reconfirm)
their identity. We may need to do this at the Key Executives
time you become a client or have been one
for some time or for example, when checking 1. Managing Director/Chief Executive Officer
details on proposal forms and transferring e-mail:
claims payments. This information may be Abdullah.MdZahid@willistowerswatson.com
shared with other companies within the Willis
Towers Watson Group and where we deem 2. Compliance Officer
necessary with regulatory or law e-mail:
enforcement bodies. Please note that we Simone.Chow@willistowerswatson.com
are prohibited from disclosing to you any
report we may make based on knowledge or Tel. No: 03-2723 0500
suspicion of money laundering, including the Fax No: 03-2723 0600
fact that such a report has been made.

Date: June 2018 (revised)

We have systems that protect our clients and
ourselves against fraud and other crime and
Head Office
we may utilise the services of third parties in
order to identify and verify clients.
Willis (Malaysia) Sdn Bhd (026067-X)
Level 26, Menara Dion
Client information can be used to prevent
27, Jalan Sultan Ismail
crime and trace those responsible. We may
50250 Kuala Lumpur
check your details against financial crime
P.O. Box 12707
databanks. If false or inaccurate information
50786 Kuala Lumpur
is provided, we may be obliged to pass such
details to regulatory agencies that may use
this information. Branch

Third Party Rights Willis (Malaysia) Sdn Bhd (026067-X)

Lot 1B, Tingkat 20 Menara KOMTAR
Johor Bahru City Centre
Unless otherwise agreed between us in
80000 Johor Bahru
writing, and to the extent permitted by
applicable law, no term of this Agreement is
enforceable by a third party, except by Member of The Malaysian Insurance and
members of the Willis Towers Watson Group Takaful Brokers Association
of companies.
www.willis.com.my

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Willis (Malaysia) Sdn Bhd Terms of Business Agreement 11

Addendum – Market-Derived Income

Members of the Willis Towers Watson Group WillPLACE (For Information Only) – Not
other than Willis Malaysia Sdn Bhd have or Applicable to Willis Malaysia
may have contracts with various insurers
under which they provide certain services, WillPLACE, a proprietary online tool,
such as those under binding authorities, provides Willis brokers with access to global
managing general agency and lineslip placement information so that Willis Towers
arrangements (for example, providing Watson Group can seek to develop solutions
statements of the business accepted and the for clients with appropriate markets at
issuance of certificates of insurance cover). competitive prices and terms. Some insurers
pay Willis Towers Watson Group an
They may also provide reinsurance broking Administration and Maintenance Fee for
services for insurers. They may also enter reporting on their book of business. Some of
into service agreements with certain insurers these insurers pay Willis Towers Watson
in order to assist the development of Group an additional fee equal to 1% of the
insurance products for clients. premium cost for placements matched
through the WillPLACE system. or (ii)
negotiated as a fixed fee, including where
Under these arrangements they may be paid required by the law of a particular
by the insurers/reinsurers for the services jurisdiction, or where such services are
they provide to these insurers/reinsurers in provided under a broader agreement
addition to any fees or commissions they covering a range of carrier services.
may receive for placing the insurance cover. Participating insurers have agreed that they
will bear this fee as part of their operating
Contingent Compensation – Not costs and not to increase premiums directly
Applicable to Willis Malaysia payable by Willis’ clients.

Willis Towers Watson Group may accept FINMAR - FINEX Global Clients Only (For
certain forms of contingent compensation in Information Only) – Not applicable to
locations where they are legally permissible, Willis Malaysia
and meet standards and controls to prevent
conflicts of interest. Because insurers A separate Business Unit within the Willis
account for contingent payments when Towers Watson Group, FINMAR Market
developing general pricing, the price their Services, provides a wide range of services
clients pay for their policies is not affected if direct to certain insurers that place business
Willis Towers Watson Group accepts for FINEX Global clients. A separate fee is
contingent payments. If a Willis client prefers paid to FINMAR Market Services by insurers
the Willis Towers Watson Group not to for the delivery of these services to them.
accept contingent compensation related to This fee is calculated within a range of
their account, Willis Towers Watson Group 3.125% and 6.25% (plus VAT) of the overall
will request that the client’s insurer(s) premiums placed depending on the scale of
exclude that client’s business from their services provided. Participating insurers
contingent payment calculations. have agreed that they will bear this fee as
part of their operating costs and not to
increase premiums directly payable by Willis’
clients.

June 2018
12 Willis (Malaysia) Sdn Bhd Terms of Business Agreement

Addendum – Market-Derived Income

Panels business into the subscription markets,
predominantly in London. The principles
Willis Towers Watson Group develops underlying this Subscription Market
panels of insurers in certain market Brokerage program include the following:
segments. Participating insurers are
reviewed on a variety of factors. Commission - Willis Towers Watson Group is required
rates on panel placements may be higher to handle increased infrastructure costs
than rates paid on business placed outside such as those arising from presentations
of the panel process. Willis Towers Watson to and negotiations with multiple entities
Group discloses its commission rates to in the subscription market.
clients on quotes obtained through the panel
process prior to binding the coverage. In
- Willis Towers Watson Group performs
some instances, insurers pay an
additional administrative, regulatory,
administration fee to participate in the panel
accounting and support functions in
process. Willis Towers Watson Group broker
order to complete subscription market
will provide clients with additional information
placements. These functions benefit
on Willis Towers Watson Group Panels upon
clients and insurers;
request.

- working groups of underwriters in the

Brokerage on Fee Business
subscription market recognize these
additional costs and agree that a
In some territories, Willis Towers Watson negotiated percentage of the premium to
Group obtains brokerage on business where account for these costs is appropriate
clients pay Willis Towers Watson Group a and helps assure competitive access to
fee. The intention is to seek remuneration for that market.
work that Willis Towers Watson Group
carries out for all parties in the insurance
transaction but for which Willis Towers Willis Towers Watson Group believes that
Watson Group is not otherwise sufficiently the best way to defray the cost of these
compensated. Some examples of this are functions is through this brokerage. The
the vastly-increased cost of regulation, Group will disclose the receipt of
distribution and infrastructure costs. This Subscription Market Brokerage as may be
brokerage that Willis Towers Watson Group requested or required to clients.
receives is a set percentage and is not
contingent on achieving any level of growth, Facility Administration Charges and Profit
retention or profit on the business Commissions
concerned. Clients can choose to exclude
their placements from being included in any Willis Towers Watson Group members other
of these carrier agreements. than Willis Malaysia Sdn Bhd operates a
number of “facilities” (Binders, Lineslips,
Subscription Market Brokerage Programs, MGAs and Arrangements) under
which they undertake a number of tasks.
Some of those tasks are purely for the
Willis Towers Watson Group members other
benefit of clients, others are services that an
than Willis Malaysia Sdn Bhd adds
insurer would be expected to perform.
Subscription Market Brokerage in some of its
core specialty businesses that place

Willis Towers Watson Confidential

Willis (Malaysia) Sdn Bhd Terms of Business Agreement 13

Addendum – Market-Derived Income

Willis Towers Watson Group’s remuneration Head Office
may reflect this multi-beneficiary approach
with what is known as a facility Willis (Malaysia) Sdn Bhd (026067-X)
administration charge that covers the cost of Level 26, Menara Dion
these activities. A facility administration 27, Jalan Sultan Ismail
charge is additional to the fee or brokerage 50250 Kuala Lumpur
that Willis receives for placement and other P.O. Box 12707
services to clients. They will disclose any 50786, Kuala Lumpur
such charges to clients.

Branch
These facilities typically apply to
straightforward, small business lines or
specialist product areas, for example, Willis (Malaysia) Sdn Bhd (026067-X)
commercial combined, motor, personal lines, Lot 1B, Tingkat 20 Menara KOMTAR
personal accident and terrorism. Johor Bahru City Centre
80000 Johor Bahru

The type of business written in these

facilities tends to be high-volume, low- Member of The Malaysian Insurance and
premium business that would not be viable Takaful Brokers Association
for insurers to write individually on the open
market. By grouping this business together, www.willis.com.my
clients enjoy the benefits of a broad product,
suited to their needs and the cost savings of
collective buying power.

In a very limited number of cases a portion of

Willis Towers Watson Group’s remuneration
may be driven by the underwriting
profitability of the facility. There is a potential
for Willis Towers Watson Group to earn such
“profit commissions,” but, because this
business is grouped together, it is not
possible to determine the extent to which the
profitability of a book is affected by any
single client.

Date: June 2018 (revised)

June 2018
14 Willis (Malaysia) Sdn Bhd Terms of Business Agreement

Addendum – Market-Derived Income

Willis Towers Watson Confidential