WRITTEN QUESTION E-3464/01

by Mario Borghezio (NI) to the Commission

(4 January 2002)

Subject: Takeover of MAA Assicurazioni (Italy) infringement of the principle of competition

The events before and during the takeover of all the insurance business of MAA Assicurazioni by SAI Società Assicuratrice Industriale Spa for a token price of Lit 1 000, showed a number of anomalies.

In actual fact a more favourable offer had been made on 19 May 1995 by Toro Assicurazioni Spa, envisaging the acquisition of all the insurance activities of MAA Spa and entailing recognition in favour of the transferor and hence its shareholders of a value to be agreed with the special commissioner for the MAA. However, the proposed agreement with Toro was turned down by the commissioner, to the obvious detriment of the MAA shareholders, without any intervention on the part of the ISVAP watchdog body, which in fact subsequently authorised the takeover by SAI.

Under the terms of the takeover, the preferred risks premium portfolio was indicated as representing 8 % of the total value, whereas according to the market evaluation in the civil courts it turned out to be worth 80 %.

Furthermore, it emerges that the commissioner placed an unjustified additional burden of around Lit 120 billion on the MAA reserves, as confirmed by Prof. Gianluca Ottaviani in the ISVAP report of 12 December 1995, thereby favouring SAI Spa in the acquisition negotiations.

Does the Commission not consider that the shortcomings of the ISVAP in effect promoted a takeover which constitutes a distortion of the principle of free competition?

Answer given by Mr Bolkestein on behalf of the Commission

(25 February 2002)

The Commission thanks the Honourable Member for his question concerning the role of ISVAP in the take-over of all the insurance business of MAA Assicurazioni by SAI.

At the current time the Commission is unaware of the details referred to by the Member and is therefore undertaking some preliminary enquiries before responding more fully to the Honourable Member's question.

The Commission has no direct role in the supervision of individual insurance undertakings in Member States. In fact, neither the EC Treaty nor Community Insurance directives confer specific supervisory powers upon the Commission, nor does the Commission authorise and supervise undertakings wishing to write insurance business. It falls under the responsibility of each Member State to organise and effect this national supervisory responsibility (see e.g. Article 9 of Council Directive 92/49/EEC of 18 June 1992 on the coordination of laws, regulations and administrative provisions relating to direct insurance other than life assurance and amending Directives 73/239/EEC and 88/357/EEC (third non-life insurance Directive(1), as regards transfers of portfolios Article 12, and as regards qualified holdings on an insurance undertaking Article 15 of Directive 92/49/EEC). The prudential supervision of MAA is therefore primarily a matter for the Italian authorities. Moreover, decisions taken by Member States in respect of an insurance undertaking under laws, regulations and administrative provisions adopted in accordance with this Directive may be subject to the right to apply to the courts (Article 56 of Directive 92/49/EEC).

Where an aggrieved party considers that national supervisory authorities have not properly respected the requirements of the relevant Community Directives, redress may be sought by application to national courts. In fact, national courts are competent to analyse whether a national supervisory authority when carrying on its supervisory functions has complied with the supervisory law. They can also take appropriate measures in order to ensure the respect of the law. The task of the Commission is to ensure that, in exercising these supervisory powers, Member States respect their obligations under the relevant Community directives and do not hinder the proper functioning of the internal market.

(1) OJ L 228, 11.8.1992.