Adopted: 27 April 2015
Date Filed: 04 May 2015
Pursuant to the provisions of Sections 375 to 377, Title 9, Chapter IV (Bancassurance) of Republic Act No. 10607, otherwise known as the Amended Insurance Code, and in addition to the rules and regulations contained in the œGuidelines on Variable Life Insurance Contracts  previously issued by the Insurance Commission in July 2002, and any of its amendments, the following directives and requirements shall be observed, implemented and complied with by insurance companies in the conduct of Bancassurance activities and the offering and sale of insurance products, including Variable Life Insurance policies, in bank premises.

Section 1. DEFINITION OF TERMS

As used herein, and unless the context otherwise requires, the following terms have the respective meanings hereinafter set forth or indicated:

a)	Bancassurance activities. - The presentation and sale to bank customers by an insurance company of its insurance products within the premises of the head office of such bank duly licensed by the Bangko Sentral ng Pilipinas (BSP) or any of its branches under such rules and regulations which the Insurance Commissioner and the BSP may promulgate. For purposes of clarity, the terms œbancasurance  and œcross-selling  can be used interchangeably.
b)	Bancassurance Arrangements or Agreements. - The written and duly signed contract entered into by and between the insurance company and the counterpart bank embodying the terms and conditions agreed upon by them relating to the conduct of Bancassurance activities and transactions as herein provided.
c)	Fund. - The type of underlying investment chosen by the VUL policyholder upon which the separate investment accounts are placed, and may include a Bond Fund, Equity Fund, Money Market Fund, Balanced Fund, or such other Insurance Commission-approved Funds.
d)	Market Conduct Guidelines (MCG). - The rules adopted and implemented by the Insurance Commission through Circular Letter No. 2013-33 dated 04 November 2013 which governs the performance of the functions of agents and the agency leaders in the selling of life insurance products.
e)	Managers. - Such persons or entities authorized by the insurance company or as approved by the Insurance Commission, as the case may be, to manage the separate Fund relating to the investment portion of VUL policies.
f)	Variable Life or Variable Unit-Linked (VUL) Insurance Contractor Policy. - Any insurance policy or contract on either a group or on an individual basis issued by an insurance company providing for benefits or other contractual payments or values there under to vary so as to reflect investment results of any segregated portfolio of investments or of a designated separate account in which amounts received in connection with such contracts shall have been placed and accounted for separately and apart from other investments and accounts. This contract may also provide benefits or values incidental thereto payable in fixed or variable amounts, or both. It shall not be deemed to be a security or securities as defined in The Securities Act, as amended, or in the Investment Company Act, as amended, nor subject to regulations under said Acts.

Section 2. AUTHORITY TO ENGAGE IN BANCASSURANCE

a)	Requirements to Conduct Bancassurance. - Bancassurance or cross- selling of insurance products by insurance companies may be conducted only in premises of banks having secured prior Monetary Board (MB) approval to engage in the said activities. The conduct by the concerned insurance companies of Bancassurance activities, including the execution of such written arrangements or agreements relevant thereto, shall be approved or ratified by its Board of Directors.
	Insurance companies cannot offer, for cross-selling at any bank, insurance products which do not bear the prior approval of the Insurance Commissioner.
b)	Role of Bank Employees. - As a general rule, unless specifically trained and qualified for the purpose, the role of bank employees in bancassurance shall be limited to the referral of bank clients to the representatives of insurance company. Clients should give prior consent before any such referral.
c)	When Bank Employees Can Make Preliminary Presentation. - As an exception, bank employees who have been specifically trained and qualified by the insurance company to make presentation of its insurance products and discuss the financial needs of the bank clients, may preliminarily present and discuss product features of insurance products with bank clients as part of his/her tasks of presenting product option to bank clients. Bank employees should be duly certified as having undergone such training. The Insurance commission shall prescribe and approve such training programs for bank employees. Being merely incidental to their duties as bank employees, such bank employees taking part in bancassurance shall no longer be required to obtain an insurance agents ™ license. Provided, however, the Commissioner may, should he deem it proper, require bank employees to obtain a license to act as insurance agent from the Insurance Commission and issue appropriate guidelines therefor.
d)	Acts Allowed for Bank Employees. - These trained and qualified bank employees may perform the following activities:
	i.	Assessing their banking client's financial needs against the banking or other financial products that said client already has;
	ii.	Based on such initial assessment, presenting preliminarily insurance and other financial products that are available from the insurance company that may better meet the customer ™s financial needs without making any final recommendations;
	iii.	Presenting preliminarily general or generic descriptions of the products of the insurance company;
	iv.	Presenting preliminarily a history, background or profile of the insurance company;
	v.	Presenting preliminarily the historical returns of particular insurance products with an appropriate disclaimer statement that emphasize that returns are not guaranteed and that performance depends on various market conditions;
	and such other activities that may be required to obtain the clients ™ consent to be referred to the insurance company's licensed representatives for further discussion, without the same being deemed as œselling  or œsolicitation  requiring a license from the Insurance Commission under Chapter IV, Title I of the revised Insurance Code and may therefore receive referral incentives for such activities.
	Without the required training and qualification, bancassurance activities of bank employees shall be limited to the referral of bank customers to the sales representatives of the insurance company.
e)	Acts not Allowed for Bank Employees. - Bank employees are not allowed to conduct substantial presentation of insurance products, which involves discussion on the details and particularities of insurance products. The bank employees may not conclude any contract and must refer such conclusion to the insurance agent. The conclusion of a contract shall refer to any agreement or the amount of investment or premium to be paid.
f)	Proper Identification of Insurance Agents and Bank Employees.- There shall be clear distinction between representatives of financial product providers who sell insurance products and bank employees. Bank employees authorized to market and/or sell insurance products shall be clearly identified.
g)	Distinct Areas. - The presentation and/or sale of insurance products shall be conducted in an area distinct from areas where own-bank products are sold.

Section 3. BANCASSURANCE ARRANGEMENTS OR AGREEMENTS

a)	Submission and Approval of Bancassurance Agreements. - Pursuant to Sections 375[1] and 377[2] of the Amended Insurance Code, Bancassurance Arrangements or Agreements entered into by and between the insurance company and the bank shall be submitted to the Insurance Commission for its approval. The contracting parties shall be authorized to conduct Bancassurance activities only upon the review and approval by the Insurance Commission of the Bancassurance Arrangements or Agreements.
	Any and all amendment of the Bancassurance Arrangements or Agreements shall likewise be submitted for the prior approval of the Insurance Commission.
b)	Mandatory provisions of Bancassurance Agreements. - The Bancassurance Arrangements or Agreements shall contain, among others, the following provisions:
	i)	That the insurance company must comply with all requirements of the Insurance Commission regarding bancassurance activities;
	ii)	That a mechanism will be in place to address any complaints that may arise from bancassurance transactions;
	iii)	That areas within the bank premises where bancassurance activities are conducted must be distinct and clearly marked to differentiate them from areas where bank products are being sold;
c)	Omission of Provisions to be Submitted to the Insurance Commission. - The insurance company may omit in the Bancassurance Arrangement or Agreement provisions that may be commercially sensitive before submission to the Insurance Commission, in order to maintain the confidentiality of computations of certain fees, such as, but not limited to, (1) the formula or computation of pre-termination fee or buy-out option fee and (2) schedule and computation of termination fee. Should the insurance company deemed that other provisions should also be kept confidential, it should seek prior approval from the Insurance Commission to omit such items from the Bancassurance Arrangement or Agreement to be submitted to the Commission.
	Deleted provisions should be divulged to the Insurance Commission if warranted and when so directed by the Insurance Commission. But these provisions shall not be divulged to other persons other than the concerned officers of the Insurance Commission.
d)	Approval by Board of Directors.- The conduct of cross-selling activities and the negotiation and subsequent execution of the corresponding Bancassurance Arrangement or Agreement shall have been approved or ratified by the Board of Directors of the concerned insurance company.
e)	Grievance Mechanism.- To further protect the interests of the insuring public, both the bank and the insurance company shall provide in the Bancassurance Arrangement or Agreement written mechanisms that are specifically designed to address any and all complaints that may arise from the conduct of Bancassurance or cross-selling activities. The role of insurance companies and bank personnel in addressing all queries and resolving problems, claims and other concerns of the insuring public should likewise be clearly provided therein.
f)	Jurisdiction of Insurance Commission.Pursuant to Section 437, 438 and 439 of the Amended Insurance Code, the Insurance Commission shall exercise jurisdiction over claims and complaints involving any loss, damage or liability for which an insurance company may be answerable under any kind of policy or contract of insurance subject of bancassurance activity.

Section 4. ADVERTISING AND THE CONDUCT OF BANCASSURANCE ACTIVITIES

a)	Promotional Materials.- Brochures, newsletters, leaflets, pamphlets, product illustrations and such other sales and marketing aids prepared for the purposes of promoting insurance products or the conduct of Bancassurance activities in bank premises must provide information that are reasonably accurate, made in good faith and without apparent showing of any misrepresentation or deception.
b)	Conduct of Bancassurance activities.- Insurance companies engaged in Bancassurance activities shall ensure that the activities relative thereto shall be conducted or performed by their authorized representatives in an honest and orderly manner, and in full observance of the following minimum guidelines:
	i)	The client ™s rights to product choice or to refuse bundled or tiered financial products or services under the cross-selling arrangements shall, at all times, be recognized.
	ii)	No actual presentation of insurance products shall be initiated and conducted by the authorized representative of the insurance company in bank premises, unless prior consent is given by the client.
	iii)	No person, including bank personnel, shall be allowed to conduct the actual presentation and/or selling of insurance products to bank clients without securing the necessary license or authority from the Insurance Commission. However, bank employees may make preliminary presentation of insurance products, discuss the financial needs of the bank clients, and may preliminarily present and discuss product features of insurance products with bank clients when trained and qualified by the insurance company to do so pursuant to Section 2 of this Circular Letter.
	iv)	Any and all insurance products offered or cross-sold in bank premises by duly licensed persons shall always bear the prior approval of the Insurance Commissioner.
	v)	The insurance company must reasonably ensure that their authorized representatives should properly inform and make appropriate disclosures to the bank clients that the products being offered for sale to the public are not bank products and are neither guaranteed by the bank nor insured with the Philippine Deposit Insurance Corporation (PDIC).
	vi)	In the presentation of the insurance products, the authorized representatives of the concerned insurance company must consider the bank client's financial objectives, financial condition and protection needs. The personal and financial interests of the insurance company representative must always be secondary to that of the client ™s interests.
	vii)	Insofar as pertinent and relevant to the conduct of Bancassurance activities, the provisions of the 2013 Market Conduct Guidelines issued by the Insurance Commission shall be observed by the authorized representatives of life insurance companies and, only as far as applicable, by non-life insurance company representatives.
c)	Violation of Rules.- Violation of laws, rules and regulations, issuances and circulars issued by the Insurance Commission and the BSP, including other competent government authorities, shall likewise cause the suspension of the conduct of Bancassurance activities and the imposition of such allowable amount of fines against the erring insurance company, subject to due notice and hearing.
d)	Suspension of Bancassurance Activities.- The Insurance Commission may order the immediate suspension of Bancassurance activities pending compliance by the insurance company of the mandatory requirements provided herein within such allowable period of time, as determined by the Insurance Commission, and as embodied in the suspension order so issued.
	The power of the Insurance Commission, as provided herein, shall in no case extend to cover the relationship between the insurance company and its agents/brokers as provided under the second paragraph of Section 439 of R.A. No. 10607.
e)	Binding Effect of Bancassurance Agreements.- Notwithstanding the exercise of the Insurance commission of the foregoing powers and the occurrence of any of the said instances, the provisions contained in the validly executed Bancassurance Arrangements or Agreements, previously entered into by and between the concerned insurance company and the bank, shall remain valid and binding upon the parties thereto, unless clearly in conflict with this Circular, and other rules and regulations issued by the Insurance Commission at the Bangko Sentral ng Pilipinas.

Section 5. ENHANCED CONSUMER PROTECTION REQUIREMENTS FOR VULs

In addition to such applicable provisions contained in the œGuidelines on Variable Life Insurance Contracts  and the MCG previously issued by the Insurance Commission, all insurance companies and its concerned representatives conducting Bancassurance activities involving VUL policies shall likewise be required to observe the following minimum practices:

a)	Product Highlight Sheet.- All potential clients shall be provided with a Product Highlight Sheet (PHS) that summarizes the key information of the Variable Life Insurance product which will be material to the proper understanding by the client of the product, its features and the risks the client is exposed to. The PHS should at least be a separate document but shall be deemed to form part of the product proposal and the policy contract.
	Among the key questions that must be covered in the PHS are:
	i)	What are you investing in and who are you investing with?
	ii)	What are the key risks of this investment?
	iii)	What are the fees and charges for this investment?
	iv)	How often the valuations of the product are made available?
	v)	How can you exit from this investment and what are the risks and costs in doing so?
	vi)	How do you contact us?
	vii)	What other important information should you know before you invest?
	Copies of the sample PHS and the Definitions of Risks page are provided in ANNEXES A[*] and A-1[*] , respectively.
b)	Client Suitability Assessment.- A Client Suitability Assessment (CSA), Client Profile Questionnaire (CPQ) or Risk Profile Questionnaire (RPQ) for each client shall be undertaken prior to the acquisition of a variable life insurance contract. The CSA/CPQ/RPQ should determine the client's understanding of, tolerance for and capacity in managing various risks.
	A copy of a sample CPQ is provided in ANNEX B[*] .
c)	Investment Policy Statement.- As a mandatory complement to the CSA/CPQ/RPQ, the Investment Policy Statement (IPS) must have been generated for a client. The IPS formalizes the investment philosophy of the client as well as an investment directive of the client with respect to the handlings of his investible funds. The IPS may be a portion of a product proposal that contains the fund allocation chosen by the client and the description of the funds together with the client ™s signature. The fund allocation indicated in the IPS may be different from the risk profile of the client as shown in the CSA/CPQ/RPQ as long as the client ™s signature is affixed.
	In the event that the insurance company conducting Bancassurance activities has readily available pro forma IPS to be filled-up by prospective VUL policyholders, the same must be with the prior approval of the Insurance Commission.
d)	Disclosure of Conflict of Interest.- The insurance company shall disclose any material information which may give rise to an actual or potential conflict of interest to the client. The insurance company should take all reasonable steps to ensure fair dealings with client. Below is a sample of a Disclosure of Conflict of Interest statement that may be adopted by the insurance company:
		œ The Manager makes investment decisions for the Funds based on the circumstances of each Fund and independently of decisions made for other funds. There are times when the Manager may take the same investments for a Fund and one or more other funds. This may create a conflict of interest if there is only a limited amount of the investment available, or if the investment is purchased at different times or at different prices for different funds. If this happens, the Manager will attempt to allocate the investment fairly between the Fund and other funds. Factors the Manager considers in allocations include the size and timing of previous allocations, whether the security meets the objectives of the respective portfolios, the relative portfolio size and the rate of growth of the portfolios. 
	The Disclosure of Conflict of Interest statement should be included in the product proposal and the policy contract and subject to the prior approval of the Insurance Commission.
e)	Standard Disclosure Statement.- All promotional materials, PHS and VUL policies, should contain a standard disclosure statement which must substantially declare the following:
		œ This is not a deposit product. Earnings are not assured and principal amount invested is exposed to risk of loss. This product cannot be sold to you unless its benefits and risks have been thoroughly explained. If you do not fully understand this product, do not purchase or invest in it. 
		OR
		œ This is not a deposit product. Earnings are not assured and principal amount invested is exposed to risk of loss. For you to make an informed decision, the features, benefits, and associated risks of the product MUST be thoroughly explained to you by a licensed representative of (name of insurance company). Make sure you fully understand this product before you purchase or invest in it. Should you need further information, please contact the Insurance Commission or (name of insurance company, location and contact number). 
	This Disclosure Statement shall be placed in the front cover of any material used within bank premises for the purposes of cross-selling VUL policies. The text should be in bold print with a minimum font size of 12. The insurance company may prescribe an alternate wording to the above disclosure statement as long as it is consistent with the above-quoted statements, and subject to the review and approval of the Insurance Commission.

Section 6. PROCEDURES IN HANDLING CLAIMS AND COMPLAINTS

a)	Complaint Resolution Mechanism. - The insurance company shall solely, or as may be applicable, jointly with the concerned bank be responsible in the resolution of any complaint arising from Bancassurance transactions. An effective consumer protection framework, which shall specifically include, among others, processes and procedures for handling any complaint arising from cross-selling transactions, including after-sale claims, shall be established by every insurance company engaged in Bancassurance activities and transactions.
	The Insurance Commission shall be provided with the necessary documents showing that such consumer protection framework exists.
b)	Compliance with Existing Laws. - The written processes and procedures for handling claims and complaints arising from insurance products sold or being offered for sale under Bancassurance or cross-selling shall be consistent with the provisions of R.A. No. 10607 and all existing and pertinent issuances of the Insurance Commission.

Section 7. REPORTORIAL REQUIREMENTS ON BANCASSURANCE

a)	Annual Summary Report. - In addition to the other reports required under such pertinent Insurance Commission rules and issuances, all insurance companies engaged in Bancassurance activities shall provide annually not later than the 30 April of the ensuing year, a Summary Report covering the year ending 31 December, showing the list of the banks, including branches, with duly executed Bancassurance Arrangements or Agreements entered into by the concerned insurance company.
b)	Contents of the summary Report. - The summary Report shall indicate the following:
	i)	The addresses of the respective bank offices and branches;
	ii)	The names of the bank personnel and the authorized representatives of the insurance company who are engaged in the presentation and selling of insurance products therein;
	iii)	The list of all complaints and claims filed at the concerned bank and its branches relative to the conduct of the Bancassurance activities contemplated herein;
	iv)	The names of the complainants and the nature of their claims;
	v)	The actions taken by the concerned insurance company, shall also be stated in the said list.
	Copies of the sample Summary Reports of Bancassurance Arrangements or Agreements and the Claims and Complaints are provided herein as ANNEXES C[*] and C-1[*] , respectively.
c)	Other Regulatory Requirements.- The insurance company shall submit other regulatory requirements that the Insurance Commission may require to be submitted pursuant to subsequent administrative issuances.

Section 8. MISCELLANEOUS PROVISIONS

Nothing in this Circular Letter shall be construed as to amend or repeal the provisions relative to the grant of authority to the rural, cooperative or thrift banks to market, sell and service Microinsurance products as previously provided under BSP Circular No. 683 dated 23 February 2010.

Section 9. EFFECTIVITY

 This Circular Letter shall take effect immediately. All existing Bancassurance Arrangements or Agreements must comply with the provisions of this issuance.

All concerned should be guided accordingly.

(SGD) EMMANUEL F. DOOC
Insurance Commissioner

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^[1] Section 375. x x x No insurance company shall enter into a bancassurance arrangement unless it possesses all the requirements as may be prescribed by the Commissioner x x x.

^[2] Section 377. The Commissioner x x x shall promulgate rules and regulations to effectively supervise the business of bancassurance.

^[*] Text Available at the Office of the National Administrative Register, U.P. Law Complex, Diliman, Quezon City.