Miscellaneous provisions

Variation of standard agreements

Agency Agreements Byelaw, paragraph 5

1.1 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.

Agency Agreements Byelaw, paragraph 5(1)

1.2 Subject to any requirements of the Council made under 1.2 Agency Agreements: Underwriting Agents, 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.

Agency Agreements Byelaw, paragraph 5(2)

1.3 Subject to any requirements of the Council made under 1.2 in Agency Agreements: Underwriting Agents, and subject to [1.11] 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.

Agency Agreements Byelaw, paragraph 5(3)

1.4 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.

Agency Agreements Byelaw, paragraph 5(4)

1.5 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.

Agency Agreements Byelaw, paragraph 5(5)

1.6 In the case of an agreement between a corporate member which is incorporated in Great Britain, or which, being a company to which Part 34 of the Companies Act 2006 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.

Agency Agreements Byelaw, paragraph 5(6)

1.7 Subject to any requirements of the Council made under 2.2 Agency Agreements: Underwriting Agents, and subject to [1.11] 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.

Agency Agreements Byelaw, paragraph 5(7)

1.8 Subject to [1.11] 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 two years) as they may agree.

Agency Agreements Byelaw, paragraph 5(8)

1.9 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.

Agency Agreements Byelaw, paragraph 5(9)

1.10 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 [1.1 above] be treated as a variation of a term of the agreement.

Agency Agreements Byelaw, paragraph 5(10)

1.11 Unless the Council otherwise allows, where under [1.3, 1.4 or 1.7 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.

Agency Agreements Byelaw, paragraph 5(11)

Forms

Agency Agreements Byelaw, paragraph 6

2.1 Subject to [2.3] 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

Agency Agreements Byelaw, paragraph 6(1)

2.2 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).

Agency Agreements Byelaw, paragraph 6(2)

2.3 [2.1 and 2.2] above do not apply to the notice referred to in [3.] below.

Agency Agreements Byelaw, paragraph 6(3)

Syndicate lists

Agency Agreements Byelaw, paragraph 6A

3.1 Subject to [3.2] 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.

Agency Agreements Byelaw, paragraph 6A(1)

3.2 Notwithstanding the provisions of [3.1] 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.

Agency Agreements Byelaw, paragraph 6A(2)

3.3 For the purposes of Agency Agreements, 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.’’

Agency Agreements Byelaw, paragraph 6A(3)

Appointment of co-ordinating agents

Agency Agreements Byelaw, paragraph 7

4.1 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.

Agency Agreements Byelaw, paragraph 7(1)

4.2 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.

Agency Agreements Byelaw, paragraph 7(2)

4.3 Obligations of members’ agent where a co-ordinating agent has been appointed 

Agency Agreements Byelaw, paragraph 8

4.4 Where an underwriting member has appointed a members’ agent to act as his coordinating 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.

Agency Agreements Byelaw, paragraph 8

Rates of Interest

Agency Agreements Byelaw, paragraph 9

5.1 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).

Agency Agreements Byelaw, paragraph 9(1)

5.2 Without prejudice to the generality of 5.1 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.

Agency Agreements Byelaw, paragraph 9(2)

Members’ agent pooling arrangements

Agency Agreements Byelaw, paragraph 10

6.1 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.

Agency Agreements Byelaw, paragraph 10(1)

6.2 For the purposes of Agency Agreements 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 [6.3] below; and

(b) one or more of the characteristics mentioned in [6.4] below.

Agency Agreements Byelaw, paragraph 10(2)

6.3 The characteristics referred to in [6.2(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.

Agency Agreements Byelaw, paragraph 10(3)

6.4 The characteristics referred to in [6.2(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.

Agency Agreements Byelaw, paragraph 10(4)

6.5 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.

Agency Agreements Byelaw, paragraph 10(5)

6.6 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.

Agency Agreements Byelaw, paragraph 10(6)

Lloyd’s central file of underwriting agents’ charges

Agency Agreements Byelaw, paragraph 12

7.1 The Council shall maintain the central file of underwriting agents’ charges and record in it information supplied to the Council pursuant to [7.3 and 7.4 below].

Agency Agreements Byelaw, paragraph 12(1)

7.2 The central file shall contain a separate section in respect of each underwriting agent.

Agency Agreements Byelaw, paragraph 12(2)

7.3 Every underwriting agent shall in each year, before the date from time to time prescribed by the Council under [7.5 below], supply to the Council particulars of its proposed fees and profit commission for the forthcoming year of account.

Agency Agreements Byelaw, paragraph 12(3)

7.4 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 [7.1 above] in respect of that year of account, it shall promptly give the Council notice of the information prescribed under [7.5 below].

Agency Agreements Byelaw, paragraph 12(4)

7.5 Particulars given pursuant to [7.3 or 7.5 above] shall be given in writing and shall include such information as the Council may from time to time prescribe.

Agency Agreements Byelaw, paragraph 12(5)

7.6 The central file shall be kept at the premises of the Society in the City of London.

Agency Agreements Byelaw, paragraph 12(6)

7.7 The central file shall be open to inspection at such time or times as the Council may prescribe.

Agency Agreements Byelaw, paragraph 12(7)

7.8 Any person may obtain a copy (in such 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.

Agency Agreements Byelaw, paragraph 12(8)

Profits and Commissions

Agency Agreements Byelaw, paragraph 12A

8.1 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.

Agency Agreements Byelaw, paragraph 12A(1)

8.2 No profit commission in respect of any profit referred to in [8.1] shall be payable to a managing agent or to a members’ agent until that run-off account is closed.

Agency Agreements Byelaw, paragraph 12A(2)

8.3 [8.1 and 8.2 above] 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.

Agency Agreements Byelaw, paragraph 12A(3)

Modification of taking over provisions

Agency Agreements Byelaw, paragraph 13

9.1 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.

Agency Agreements Byelaw, paragraph 13(1)

9.2 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.

Agency Agreements Byelaw, paragraph 13(2)

9.3 Without limiting the generality of [9.2 above], 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.

9.4 Any directions given under [9.2 above] 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.

Agency Agreements Byelaw, paragraph 13(3)