Other notices

Product Development & Distribution Policy (Marsh)

1. Introduction

This Policy sets out the Marsh Pty Ltd (Marsh) approach to developing and distributing retail insurance products for its appropriate target markets where Marsh is acting on behalf of insurers. This Policy aims to support Marsh’s customer focussed approach by aiming to provide our customers with products that are consistent with their likely objectives, financial situations and needs.

To ensure our design and distribution obligations are met, our customers’ needs will remain at the centre of our product lifecycle including:

1. The product design stage;
2. The product delivery stage;
3. The product review stage; and
4. The product modification or decommission stage.

In further supporting this objective, Marsh will have in place Target Market Determinations (TMDs) which will guide the distribution of our products for appropriate target markets. These TMDs will be available on Marsh’s and/or the relevant insurer’s website for all relevant products from 5 October 2021.

2. Product Design

The first stage of a product’s lifecycle is the design stage. Marsh is committed to ensuring our products are designed so as to be consistent with the likely objectives, financial situations and needs of our customers for whom they are intended.

We recognise that we have a range of customers with different complex and multifaceted interests that should be considered in the development and design of our products.

When new products are developed or our current products are updated, we will start by assessing the likely objectives, financial situations and needs of the target market. This assessment may include:

• market research and feedback to assist us in understanding the customers likely objectives;
• needs analysis of internal and external data, industry data and other metrics; and
• our own experience and expertise.
• From 5 October 2021, TMDs will be available for retail products describing the type of customers comprising the target market for the insurance product.

3. Product Delivery

After a product has been appropriately designed, the product will be assessed to ensure that we identify the distribution channels and arrangements that are reasonably likely to result in our products reaching consumers in the target market.

We will take all reasonable steps to ensure our retail products are distributed in accordance with the TMDs including: assessing the most appropriate distribution channels for each individual product; setting distribution conditions that our distributors must follow including distribution in line with TMDs; obtaining information about the distribution from distributors; customer feedback and taking appropriate action in response; and adherence to our regulatory requirements.

4. Product Design and Delivery Review

Regular reviews will take place to ensure that our retail products are operating the way they were designed to operate and that they continue to meet our customers’ needs. Regular reviews are also important to ensure our products are distributed in a way that is likely to reach our designated target market.

Product reviews may include measuring complaints, customer feedback and other claims data and market conditions whilst also drawing on the experience of our own staff.

Commencing from 5 October 2021, product design and delivery reviews may also occur in response to TMD review triggers.

5. Product Modification or Decommission

Following a product review, it may be assessed that the product or its distribution channel require modification to ensure they remain consistent in achieving the likely objectives, financial situation and needs of our customers.

Our products may also require modification in response to regulatory changes. If following a review it is identified that a product is not delivering customer value and cannot be enhanced or distributed in a manner consistent with achieving the likely objectives, financial situation and needs of our customers, it may be decided that the product be decommissioned.

6. Review

This Policy has been developed by Marsh in conjunction with Marsh Legal, Compliance & Public Affairs team and will be reviewed on an annual basis or as required.

Date of next review: 1 July 2022

Marsh Product Development and Distribution Policy v.1.0.

Product Development & Distribution Policy (Victor)

1. Introduction

This Policy sets out the Victor Insurance Pty Ltd (Victor) approach to developing and distributing retail insurance products for its appropriate target markets. This Policy aims to support Victor’s customer focussed approach by aiming to provide our customers with products that are consistent with their likely objectives, financial situations and needs.

To ensure our design and distribution obligations are met, our customers’ needs will remain at the centre of our product lifecycle including:

1. The product design stage;
2. The product delivery stage;
3. The product review stage; and
4. The product modification or decommission stage.

In further supporting this objective, Victor will have in place Target Market Determinations (TMDs) which will guide the distribution of our products for appropriate target markets. These TMDs will be available on Victor’s and/or the insurer’s website for all relevant products from 5 October 2021.

2. Product Design

The first stage of a product’s lifecycle is the design stage. Victor is committed to designing our products to ensure they are consistent with the likely objectives, financial situations and needs of our customers for whom they are intended.

We recognise that we have a range of customers with different complex and multifaceted interests that should be considered in the development and design of our products.

When new products are developed or our current products are updated, we will start by assessing the likely objectives, financial situations and needs of the target market. This assessment may include:

• market research and feedback to assist us in understanding the customers likely objectives;
• needs analysis of internal and external data, industry data and other metrics; and
• our own experience and expertise.

From 5 October 2021, TMDs will be available for retail products describing the type of customers comprising the target market for the insurance product.

3. Product Delivery

After a product has been appropriately designed, the product will be assessed to ensure that we identify the distribution channels and arrangements that are reasonably likely to result in our products reaching consumers in the target market.

We will take all reasonable steps to ensure our retail products are distributed in accordance with their TMDs including: assessing the most appropriate distribution channels for each individual product; setting distribution conditions that our distributors must follow including distribution in line with TMDs; obtaining information about the distribution from distributors; customer feedback and taking appropriate action in response; and adherence to our regulatory requirements.

4. Product Design and Delivery Review

Regular reviews will take place to ensure that our retail products are operating the way they were designed to operate and that they continue to meet our customers’ needs. Regular reviews are also important to ensure our products are distributed in a way that is likely to reach our designated target market.

Product reviews may include measuring complaints, customer feedback and other claims data and market conditions whilst also drawing on the experience of our own staff.

Commencing from 5 October 2021, product design and delivery reviews may also occur in response to TMD review triggers.

5. Product Modification or Decommission

Following a product review, it may be assessed that the product or its distribution channel require modification to ensure they remain consistent in achieving the likely objectives, financial situation and needs of our customers.

Our products may also require modification in response to regulatory changes. If following a review it is identified that a product is not delivering customer value and cannot be enhanced or distributed in a manner consistent with achieving the likely objectives, financial situation and needs of our customers, it may be decided that the product be decommissioned.

6. Review

This Policy has been developed by Victor in conjunction with Marsh Legal, Compliance & Public Affairs team and will be reviewed on an annual basis or as required.

Date of next review: 1 July 2022

Victor Insurance Pty Ltd (ABN 11 146 607 838) (“Victor”) arranges the insurance and is not the insurer. When arranging insurance products Victor acts under binding authority on behalf of various insurers, and not on behalf of policyholders directly. References to “We”, “Our” and “Us” refer to Victor.

Victor Insurance Product Development and Distribution Policy v.1.0.

Whistleblower Policy

1. Introduction

Marsh is committed to encouraging colleagues to report concerns about misconduct or an improper state of affairs without the fear of retaliation.  Marsh encourages whistleblowers to seek independent legal advice but this Policy outlines some of your rights as a whistleblower. You can obtain additional information about this Policy by contacting Marsh’s Chief Compliance Officer or Chief Counsel, before making a disclosure, or in relation to an ongoing investigation.

The purpose of this Policy is to meet Marsh’s legal and regulatory obligations but also to encourage more disclosures of wrongdoing, deter wrongdoing in line with Marsh’s Enterprise risk management and governance approaches, and to provide individuals who wish to make a disclosure with confidence that they will be protected and supported. Therefore, this policy is an important tool to ensure that we continue to always operate ethically, and where we don’t, that appropriate action is taken in a timely manner.

This Policy outlines:

1. the steps a colleague should follow if they wish to raise concerns as a whistleblower; and
2. the process Marsh will follow should it receive information from a whistleblower.

2. Scope

This Policy applies to:

• Marsh Pty Ltd
• Marsh & McLennan Agency Pty Ltd
• Marsh Advantage Insurance Pty Ltd
• Marsh Resolutions Pty Ltd
• Mercury Insurance Services Pty Ltd
• JLT Risk Solutions Pty Ltd
• JLT Group Services Pty Ltd
• The Recovre Group Pty Ltd
• Echelon Australia Pty Ltd
• Victor Insurance Australia Pty Ltd
• Victor Insurance Pty Ltd

(collectively referred to in this Policy as “Marsh”).

Effective: 27 May 2022

Next Policy Review: 2023

3. What is Whistleblowing?

Whistleblowers play an important role in identifying and calling out misconduct and breaches of the law and there are legal protections for eligible whistleblowers to support that conduct.

In Australia, the Corporations Act will provide protection to eligible whistleblowers who disclose information about misconduct, dishonest or illegal activity which has occurred within a company.  Whistleblowers are protected, provided the following conditions are met.

4. Types of reports

4.1 What is protected

Reports of misconduct or a breach of the law by Marsh or its managers or employees to specific people is a protected report.

For example, you will be protected under the law if you report:

fraud, including defrauding of Marsh or its customers or suppliers;

1. the misleading of people to make a sale;
2. offering or accepting a bribe;
3. negligence;
4. financial irregularities;
5. information that indicates significant risk to the stability of the financial system; or
6. breach of trust or duty.

You will also be protected if you raise an improper state of affairs or circumstances about Marsh or you had reasonable grounds to suspect that was the case. That may not represent a breach of law or regulation. For example, a business practice that causes consumer harm.

4.2 What is not protected

If your report of misconduct is based solely on a personal work-related grievance you have, the whistleblower protections will not apply.

Examples include:

1. an interpersonal conflict between you and another employee including performance management issues;
2. a decision relating to your engagement, transfer or promotion;
3. a decision relating to the terms and conditions of your engagement, or
4. a decision to suspend or terminate your engagement, or otherwise to discipline you.
5. In the event that a deliberately false or vexatious report is made you may not be entitled to the Whistleblower protections.

A personal work-related grievance may still qualify for whistleblower protection if:

1. it also includes information about Marsh misconduct i.e. a mixed report;
2. Marsh has breached employment or other laws punishable by imprisonment of 12 months or more, engaged in conduct that represents a significant risk to public safety or the stability of, or confidence in, the financial system, or the disclosure relates to information that suggests misconduct beyond the disclosers personal circumstances;
3. the discloser suffers from or is threatened with detriment for making an eligible disclosure; or
4. the disclosure is for legal advice or legal representation about the operation of the whistleblower protections under the Corporations Act.

5. Eligible Whistleblowers

5.1 When are you an eligible whistleblower?

To receive the whistleblower protection a person must be an eligible whistleblower. This includes:

1. All company officers, employees including temporary employees, contractors or suppliers of Marsh (whether paid or unpaid), employees of a supplier (whether unpaid or paid), and associates;
2. Former company officers, employees, workers, contractors or suppliers, of Marsh;
3. Spouses, relatives and dependents of any of the above individuals or of that individual’s spouse.

6. Reporting a concern

6.1 Who to report a concern to

In order to for the whistleblower protections to apply, you should report your concerns to:

1. a director, officer, senior manager, internal or external auditor, or actuary of the company that the concerns relate to;
2. people authorised by a company to receive whistleblower reports – such as dedicated whistleblower hotlines, the Whistleblower Investigation Officer, complaints officers. Marsh has authorised those Eligible Recipients in Appendix A;
3. ASIC, APRA or the ATO; or
4. a legal practitioner, for the purpose of obtaining legal advice or legal representation about the whistleblower protections.

Public interest and emergency disclosures can be made to a journalist or parliamentarian under certain circumstances and qualify for whistleblower protection (see section 8.2 below).

Marsh encourages you to make your disclosure to the Eligible Recipients in Appendix A in the first instance as we wish to identify any wrongdoing as early as possible. However, a disclosure can be made directly to a regulator, or other eligible external parties without making a prior disclosure to Marsh and still qualify for protection under Corporations Act.

You can make a report anonymously and remain anonymous throughout the process and afterwards, while still being protected under the Corporations Act (see section 7 below). For example, you can adopt a pseudonym and use an anonymised e-mail address rather than your company e-mail address.  A whistleblower who wishes to remain anonymous can nonetheless maintain ongoing two-way communication with Marsh, so that Marsh can ask follow-up questions or provide feedback. A whistleblower can refuse to answer any questions, at any time, that could reveal their identify.

Consent must be obtained in order to disclose the details of a whistleblower, however consent does not have to be obtained if disclosure of details (but not the whistleblower’s identity) is required in order to investigate the complaint.

All endeavours will be made to protect the identity of individuals that make a report anonymously, for example redaction of identifying information, use of gender-neutral language and appropriately trained staff conducting investigations.

A whistleblower can refuse to answer questions that they feel could reveal their identity at any time, including during follow up conversations.

6.2 How to report a concern

To report misconduct or illegal activities, colleagues can contact any of the eligible recipients listed or the Whistleblower Investigation Officer at any time, including out of normal business hours.

The Chief Compliance Officer or a delegate(s) has been appointed to the role of Whistleblower Investigation Officers.  The role of these officers is to receive whistleblower reports, and to investigate and escalate to appropriate parties as necessary.

In addition, a senior member of Marsh’s Human Resources team has been appointed as its Whistleblower Protection Officer.  The role of this person is to ensure that the interests of the whistleblower are safeguarded in accordance with the applicable legislation and Marsh’s internal policies.

Concerns can also be reported anonymously, at any time, via the MMC Ethics & Compliance Line, which is operated from overseas and independently of Marsh Australia.

Refer to ‘Appendix A’ for contact details of Eligible Recipients who Marsh has authorised to receive whistleblower disclosures, however, that does not restrict your choice of eligible recipient as set out in section 6.1 above.

7. Whistleblower Protections

In Australia, the Corporations Act will provide protection to eligible whistleblowers who disclose information about misconduct, dishonest or illegal activity which has occurred within a company.  Whistleblowers are protected, provided the following conditions are met:

1. You are an eligible whistleblower; and
2. You make a report to an eligible recipient.

Where the conditions above are not met the disclosures may still be protected under other legislation such as the Fair Work Act 2009 (Cth).

Protections are also provided by the tax whistleblower regime under Part IVD of the Taxation Administration Act 1953 (Taxation Administration Act).

7.1 The information disclosed – a protected disclosure

The whistleblower must have reasonable grounds to suspect that the information concerns misconduct, or an improper state of affairs, or circumstances relating to the company and/or that the company or company officer may:

1. Have breached the Corporations Act;
2. Have breached any other financial sector laws enforced by ASIC or APRA;
3. Have committed an offence against any other law of the Commonwealth that is punishable by imprisonment of 12 months or greater; or
4. Represent a significant risk to public safety or the stability of, or confidence in, the financial system.

Reasonable grounds means that a reasonable person in your position would also suspect that information indicates misconduct or a breach of law.

Generally, there is no protection where the information relates to personal work-related grievances. You can raise your personal work-related grievances with your usual Human Resources contact.

7.2 The protections

Provided the disclosure meets the requirements of a protected disclosure discussed above, the whistleblower will be entitled to the following legal protections whether the disclosure is made internally to Marsh or externally to an eligible recipient:

• Marsh will protect the information and the identity of the Whistleblower and keep it confidential.  Marsh may disclose, without consent, the identity of the whistleblower to ASIC, APRA or the Australian Federal Police, or the company’s lawyers.
• Marsh may disclose information other than the identity of the whistleblower without the whistleblower’s consent if reasonably necessary for investigating the issues raised in the whistleblower’s disclosure and reasonable steps are taken to protect the identity of the whistleblower, including redacting identifiers such as name, title, location or team. Outside of the exceptions above, it is illegal for a person to identify a whistleblower or disclose information that is likely to lead to the identification of the whistleblower.
• A whistleblower cannot be subject to any criminal liability (e.g. prosecution for unlawfully releasing information, or other use of the disclosure against the whistleblower in a prosecution), civil liability (e.g. action for breach of employment contract, duty of confidentiality) or administrative liability (e.g. disciplinary action for making the disclosure) for making the disclosure;
• A whistleblower cannot be disciplined or have their employment terminated as a result of making the disclosure. Marsh may implement reasonable administrative action designed to protect the whistleblower, or manage a whistleblower’s unsatisfactory work performance in the normal course of business; and
• A whistleblower will be protected from detrimental acts such as bullying, termination of employment, discrimination, the amendment of the terms of their role to the whistleblower’s disadvantage, or the unreasonable rejection of leave applications. This protection will include the appointment of a ‘Whistleblower Protection Officer’ and ensuring that information on the whistleblower remains confidential.

Should Marsh breach the confidentiality of the identity of the whistleblower, or should the whistleblower become subject to victimisation or threatened victimisation, there are a number of penalties or remedies which may be imposed against Marsh and /or its employees. The release of details of the identity of a whistleblower is a criminal offence and the individual who releases the details could be subject to a fine and/or imprisonment. The whistleblower may also be entitled to claim compensation and other remedies through the courts if they suffer loss, damage or injury, and Marsh failed to take reasonable precautions and exercise due diligence to prevent the detrimental conduct. 

You can raise a complaint about any breach of your confidentiality, victimisation or threatened victimisation, or any other aspect of this Policy with the Chief Compliance Officer or Chief Counsel. You can also lodge a complaint with a regulator, such as ASIC, APRA or the ATO, for investigation, if you believe you have suffered detriment.

It is important to note that the above protections do not provide immunity to the whistleblower for any misconduct they have engaged in.

If a disclosure from a Whistleblower results in a determination that the disclosure is incorrect, the Whistleblower is still entitled to the protections outlined above.

8. Investigating a whistleblower report

8.1 Assessing disclosures

A Whistleblower Investigation Officer will assess whether the disclosure meets the criteria of a protected disclosure as outlined above.

In investigating the disclosure, the Whistleblower Investigation Officer may consider the following:

• Is it appropriate to engage the MMC Audit team or a legal practitioner to consider the evidence provided and conduct preliminary investigations?
• Does the information provided support the alleged conduct?
• If proven, would the conduct amount to a breach of the Corporations Act, or other legislation, or does it represent a danger to the public or the financial system?
• Was there any delay in disclosing the information, and if so, what explanation was given for the delay?

If required by procedural fairness and natural justice, any employee who are the subject of a whistleblowing report will be informed of the subject matter of the report and may be given an opportunity to respond, prior to any adverse actions being taken, providing that the confidentiality of the whistleblower is not jeopardised.

There may be limits to the investigation that Marsh can conduct e.g. if a disclosure was made anonymously and the whistleblower refuses to provide an ongoing contact or has not provided a means to contact them at all. In certain limited circumstances, it may not be possible to commence an investigation should the Whistleblower refuse to disclose their identity or if we are not able maintain ongoing communication with the Whistleblower.

When an investigation needs to be undertaken, the process will be objective, fair and independent.

In situations where it is appropriate to document findings, once the report has been assessed and/or investigated, the findings and outcome will be formally documented and retained securely on file with the disclosure. Access to those materials will be restricted to those directly involved in managing and investigating the disclosure.

Provision of the final report to the Whistleblower will be decided on a case-by-case basis. There is no guarantee that a Whistleblower will be provided with any report on the matter.

8.2 Keeping the whistleblower informed

The Whistleblower Investigation Officer will endeavour to keep the whistleblower updated at least every 15 working days on the progress of the investigation and the findings (unless the report was made anonymously and without contact details). However, due to confidentiality issues they may not be able to provide much detail and there may be circumstances where it is not appropriate to provide details of the outcome to the whistleblower. The frequency and timeframe of updates may vary depending upon the nature of the disclosure and investigation.

Where the Whistleblower Investigation Officer concludes that the disclosure amounts to a protected disclosure and should be referred to Marsh’s Chief Compliance Officer or Chief Counsel, they will:

• Notify the person who made the disclosure of that conclusion and either obtain their consent to disclose or keep their identity confidential;
• Follow the established practice of assessing incidents to determine whether the breach is to be reported to ASIC, AFCA or any other relevant regulatory body e.g. OAIC;
• Allocate a Whistleblower Protection Officer to commence appropriate protection procedures; 
• Securely store all details and documentation relating to the investigation; and
• Ensure that systemic or recurring problems of corruption and non-compliance are appropriately reported to senior management where appropriate, being mindful of the need to maintain the whistleblower’s confidentiality.

The Whistleblower may make a report to a regulatory body e.g. ASIC, APRA or the ATO.

The whistleblower also has the right to contact the media or a Member of Parliament only if:

1. at least 90 days have lapsed since making a report to a regulator and there are reasonable grounds to believe no action has been taken, or the matter is one of public interest; or
2. the whistleblower believes, on reasonable grounds, that there is a substantial and imminent danger to the health or safety of one or more persons or the environment; and
3. they identify their initial disclosure to the applicable regulator and the intention to approach the media or parliamentarian.

The whistleblower should contact an independent legal adviser before making such a disclosure to the media or a member of parliament.

9. The Marsh & McLennan Companies Ethics & Compliance Line

Marsh colleagues are required to comply with the MMC Code of Conduct ‘The Greater Good’, which in turn requires compliance with laws and regulations.

Marsh colleagues are encouraged to disclose violations of The Greater Good or misconduct within the organisation to managers, Legal & Compliance or Human Resources. To enable staff to make such disclosures the MMC Ethics & Compliance Line has been established.

For more information on the types of disclosure which can be made through the MMC Ethics and Compliance Line, please  
refer to The Greater Good, or www.compliance.mmc.com.

If you wish to rely on the protections of the Corporations Act for whistleblowers, you must either:

1. follow the whistleblower reporting process set out in section 6.1 above, or
2. contact ASIC or APRA directly, or
3. contact a legal adviser for the purpose of obtaining legal advice or legal representation.

Disclosers who submit reports about issues and concerns will not be able to access the whistleblower protections under the Corporations Act (or Taxation Administration Act where applicable) unless they follow the prescribed process.

9.1 Commitment to protecting whistleblowers

Whistleblower Protection Officers are responsible for ensuring whistleblowers are protected from direct or indirect detrimental action and that the culture of the workplace is supportive of protected disclosures being made.

A Whistleblower Protection Officer may:

• Review the immediate welfare and protection needs of a whistleblower and seek to ensure a supportive work environment;
• Advise the whistleblower of the protections available to them;
• Listen and respond to any concerns regarding harassment, intimidation or victimization;
• Keep contemporaneous records of all aspects of the case management of the whistleblower including all contact and follow-up action; and
• Ensure the expectations of the whistleblower are realistic.

All colleagues are aware that it is an offence to take any type of detrimental action against a person who makes a disclosure.  
 Managers are required to ensure that their teams understand the purpose of this Policy and the protections afforded.

Whistleblower Investigation Officers will receive appropriate training in order to handle whistleblowing reports.

This Policy will appear on Marsh’s intranet page and can be located by searching “Whistleblower Policy”.

9.2 Reporting occurrence of detrimental action

If the whistleblower reports an incident, or threat of harassment, victimisation, discrimination or adverse treatment that would amount to detrimental action being taken in reprisal for making the disclosure, the Whistleblower Protection Officer will:

• Record details of the incident;
• Advise the whistleblower of their rights under the Corporations Act; and
• Advise the Whistleblower Investigation Officer of the detrimental action.

Any detrimental action for making a disclosure can be an offence against the Corporations Act and may require a report to the regulators. Where such action is reported, the Whistleblower Investigation Officer will assess the report as a new disclosure under the relevant legislation.

Contact

Email: compliance@mmc.com

Website: ethicscomplianceline.com

Phone number 1800 881 011

Ardrossan

• Privacy policy

Honan

• Bombora Privacy Policy
• Corporate Terms of Engagement
• Domestic & Family Violence Policy
• LIGO Residential Landlords Plus Product Disclosure Statement
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• Supporting Vulnerable Customers Policy

Marsh Group entities operating in Australia, and providing financial services to clients, all hold an Australian Financial Services Licence (AFS Licence) and pride themselves on transparency and compensation disclosure. The Marsh Group is committed to maintaining the standards for ethical business practices and client service.

As our client, we will always look to treat you fairly and put your interests ahead of our own. We will disclose to you:

• the role or roles we perform in an insurance transaction,
• a list of the insurers we propose to approach  on your behalf and,
• any equity interests we may have in those insurers.

In common with many financial organisations, we provide a range of services to a large number of clients. We also provide certain services to insurers. Situations may arise in which the interest of a client may conflict with those of another client or with our own interest. Accordingly, we have policies and procedures in place to ensure that should such circumstances arise, they are managed appropriately. You can contact us if you would like more information about how we manage conflicts of interest.

You can read further details about how we manage conflicts of interest in the Marsh and McLennan Companies Code of Conduct – The Greater Good.

We aim to be clear with you as to how we are paid. As part of that commitment, we have created a Compensation Guide for Australian Clients — a publication that summarises our commitments to our clients, describes the types of compensation we might receive, and supports our continued commitment to transparency and compliance.

In addition, we have established a toll-free "Ethics & Compliance" line at 1 800 98 8007, 24 hours a day, 7 days a week. Please use this number to submit any concerns or complaints you may have related to compensation paid or payable to Marsh by insurers or any other third parties.

Our Financial Services Guide contains important information about the services we can provide, our remuneration and is intended to assist clients in deciding to use our services.

Disclosure

Available here is information for clients and prospective clients regarding (1) equity interests of Marsh & McLennan Companies, Inc. and its subsidiaries in insurers and (2) contractual arrangements between Marsh & McLennan Companies, Inc. and its subsidiaries, on the one hand, and insurers and wholesalers, on the other.

Our Compensation

As an insurance broker, Marsh’s role is to place insurance coverage for our clients. We are compensated in a variety of ways, including commissions and fees paid by insurance companies and fees paid by clients. Marsh may receive compensation through one or a combination of the methods listed below.
Retail Commissions: A retail commission is paid to Marsh by the insurer as a percentage of the premium charged to the insured for the policy. The amount of commission may vary depending on a number of factors, including the type of insurance product sold and the insurer selected by the client. Retail commission rates can vary from transaction to transaction.

Client Fees: Some clients may agree to pay Marsh a fee for Marsh’s services in lieu of, or in addition to, retail commissions paid by insurance companies. The fee may be collected in whole or in part through the crediting of retail commissions collected by Marsh for the client's placements.

Insurer Consulting Compensation: Marsh receives compensation from insurers for providing consulting, data analytics or other services. The services are designed to improve the product offerings available to our clients, assist insurers in identifying new opportunities, and enhance insurers’ operational efficiency. The scope and nature of the services vary by insurer and by geography. In the US, Canada and Bermuda, this compensation can be paid in the form of a fixed fee, a percentage of premium, or a combination of both. Outside of those countries, Marsh is compensated for these services through fees.

Contingent Commissions: Some insurers agree to pay Marsh contingent commissions when we meet set goals for insurance policies placed with them during a given year or other time period. The set goals may include volume, profitability, retention and/or growth thresholds. The amount of contingent commission earned may vary depending on factors relating to an entire book of business over the course of the year or period. As a result, the amount of contingent commission attributable to any given insurance policy typically will not be known at the time of placement.

Compensation for Insurer Administration and Other Services: Marsh operates certain panels, facilities, quota shares, line slips and other placement arrangements with insurers. Marsh receives separate compensation relating to the creation, management, and operation of these arrangements that is in addition to any other fee or commission earned by Marsh.

Other Benefits or Compensation: Marsh may, from time to time, participate in insurance company promotional events or employee training and development provided by insurers. Sometimes, Marsh is reimbursed by insurers for its costs related to promotional marketing. Where legally permitted, Marsh earns interest and other income on premium accounts, as paid to us by the financial institutions where insurance premiums are held prior to remittance to insurers.

Our Contractual Arrangements with Insurers

Marsh has agreements with certain insurers pursuant to which Marsh provides services to them and for which Marsh is compensated to the extent permitted by law and regulation in each country in which Marsh operates. Examples include captive management services, claims administration services, claims management software and associated services, mergers and acquisitions due diligence services, insurer consulting services, managing general agent and managing general underwriter services and insurance brokerage services regarding insurers’ own insurance programs. Marsh is also party to agreements with insurers that facilitate insurance transactions, including agency agreements, agreements to administer facilities, and agreements to operate internet-based insurance placing facilities.

Marsh also routinely enters into various types of agreements with insurers that are ancillary to the insurance broking process, or other services performed on behalf of clients. Examples include confidentiality and nondisclosure agreements for the release of data relating to insurance placements, claims handling and loss control programs, nondisclosure and/or noncompetition agreements relating to the development and disclosure of new insurance products and services, and licensing agreements governing access to and use of data management systems and databases.

For more information on Marsh’s compensation or Marsh’s contractual arrangements with insurers, please contact your client executive or account representative.

Our commitments and how we are paid

Mercer Marsh Benefits (“MMB”) provides clients with a single source for managing the costs, people risks, and complexities of employee benefits. It is a collaboration between Mercer and Marsh companies, global leaders for innovative and reliable health and benefits advice strategic solutions, and brokerage services. In Australia Mercer Marsh Benefits is a business name of Marsh Pty Ltd (ABN 86 004 651 512), Australian Financial Services License 238983.

• We take pride in our transparency and disclosure approach, and we make the following commitments when working for our clients:
• We engage in ethical business practices
• We define with our clients the terms of our engagement, including our role and responsibilities
• We make available to our clients on request, and subject to local law and practices, our compensation from insurers and other third parties and our interests in the services we provide our clients
• We manage conflicts of interest with integrity and are committed to treating clients honestly and fairly

Our commitments are applied throughout MMB globally, although how we are compensated, and the nature of our disclosure may differ according to the services we provide and in accordance with local law and practices.

This Global Transparency and Disclosure Statement summarises the types of compensation received across MMB globally. There may be countries that either do not receive certain of the compensation types noted below due to local practices or restrictions under local law and regulation. Accordingly, please consult your local MMB consultant for information related to a specific entity.

Broadly, MMB offers a wide range of services to its clients, with a variety of compensation arrangements with clients and insurers, including one or a combination of:

1. Fee arrangements
2. Commissions
3. Insurer services revenue
4. Other forms of compensation

1. Fee arrangements

Some clients may agree to pay a fee to MMB for the services it provides in lieu of, or in addition to, any commissions MMB agrees with insurance companies. Fee amounts will be agreed with clients and included in the contract for services entered into between MMB and client at the outset of the engagement.

2. Commissions

Broking commissions are agreed between MMB and insurers based on a percentage of the premium charged to the client for its insurance policy, less taxes and statutory charges. The commission is included in the premium charged and constitutes compensation to Marsh for arranging the insurance. Marsh retains the commission from the premium you pay Marsh and it then remits the balance to the insurer. The amount of commission may vary depending on a number of factors, including the type of insurance product sold and the insurer selected by the client, and commission rates may vary from transaction to transaction and change from time to time.

3. Alternative Commissions

MMB may receive different types of commission from insurers in addition to the broking commissions above as follows:

• Additional Commissions: MMB may negotiate additional commissions with insurers for certain types of placements at the start of the year or a specific period, and they are fixed for the duration of that year/specific period.
• Threshold Commissions:  in some countries MMB may also negotiate commissions (may be referred to as contingent or supplemental commission) at the start of the year or a specific period which are earned only when MMB meets an agreed threshold based on volume, retention, or growth of the relevant portfolio. MMB does not enter into any Profit-based threshold commission arrangements with insurers. In Australia threshold commissions are only agreed with an insurer if MMB binds the insurance policy on behalf of the insurer via a binding authority.
• Scaled commission:  commission structured differently across time, i.e. the first year % of commission is typically higher (in lieu of business acquisition costs for the broker), and in subsequent years it drops to a lower level.

Additional information about MMB’s insurer commission arrangements are available to MMB clients on request to MMB.

4. Insurer services revenue

MMB receives compensation from insurers for specific portfolio-related services delivered by MMB (or MMB’s representatives), in some cases by dedicated teams.  These insurer relationships are documented in formal service agreements.  Depending on the services, MMB may receive fee-based compensation or compensation that is set as a percentage of premium.

MMB earns three types of compensation associated with the different forms of services provided to insurers as follows:

• Insurer Consulting Compensation: MMB’s insurer consulting team may provide a range of consulting and data analytics services to insurers designed to improve the product offerings available to MMB policyholders, assist insurers in identifying opportunities, and enhance insurers’ operational efficiency.  Compensation for these services is by fixed fee only – MMB’s insurer consulting compensation arrangements do not include percentage-based compensation, discretionary components, bonuses or variable elements.
• Insurance Solutions Compensation: MMB may create, manage and/or administer certain panels, portfolio facilities, quota shares, line slips and binding authorities and participating insurers may compensate MMB for the activities MMB carries out for or on their behalf by way of a fixed fee and/or on a percentage of premium basis.
• Work Transfer Compensation: MMB may receive compensation from insurers for administrative work that MMB does for or on their behalf, including where MMB assists with policy servicing, claims, and placement execution (which is unrelated to the work MMB carries out as broker, and for the avoidance of doubt, MMB will not receive compensation twice for the same service).

Additional information about MMB’s insurer services compensation arrangements are available to MMB clients on request to MMB.

5. Other forms of compensation

MMB may also receive other forms of compensation including the following:

• MMB may, from time to time, participate in insurer sponsored promotional events or employee training and development, and sometimes MMB is reimbursed by insurers for costs related to promotional marketing. Marsh’s representatives may also receive non-monetary benefits from insurers. This may include entertainment at sporting events, hospitality including lunches, training, and attendance at insurer sponsored functions. It is not possible to determine in advance what, if any, non-monetary benefit a representative may receive and these benefits are not generally attributed to any particular product or transaction. Marsh has compliance policies designed to mitigate the risk of these benefits creating a conflict with your interests.
• Additionally, in the process of handling premium money we earn interest which MMB retains, and MMB may benefit from, investment income or foreign exchange rate differentials, although MMB can also incur losses from the same source.
• MMB receive commissions and fees from the companies that provide premium finance facilities if MMB assists clients to obtain that premium finance.
• In certain countries MMB may also enter into referral arrangements with third parties (including insurers) to refer clients to these third parties for their provision of products or services, and MMB may receive referral fees for this.
• Distribution Brokerage – for placement of a general insurance policy in Australia where MMB is remunerated by fee from its client, it also collects from insurers a distribution brokerage of 2%, which is in addition to and will not be credited against any fee payable to MMB and will not be subject to any non-statutory cap on commissions payable to MMB.
• Documentation Charges/Fee –  where commission or a fee is paid to MMB, we may also charge clients an administrative fee to cover administrative tasks that are performed in the insurance placement process, such as policy invoicing, premium collection and remittance.

6. Requesting details of how we are paid

Clients of MMB may obtain further details of how we are paid by making a request to their usual MMB contact.

How we are compensated and the level of information we can disclose may change according to the services we provide and in accordance with local law and practices.

7. Related Party Transactions

We and our subsidiaries or affiliates own shares in and have contracts with certain insurers and reinsurers. We also own or have interests in other insurance-related businesses that may provide services associated with a client's account.

Marsh has agreements with certain insurers pursuant to which Marsh provides services to them and for which Marsh is compensated (to the extent permitted by law and regulation) in each country in which Marsh operates. Examples include captive management services, claims administration services, claims management software and associated services, mergers and acquisitions due diligence services, insurer consulting services, managing general agent and managing general underwriter services and insurance brokerage services regarding insurers’ own insurance programs. Marsh is also party to agreements with insurers that facilitate insurance transactions, including agency agreements, agreements to administer facilities, and agreements to operate internet-based insurance placing facilities.

Risk Consulting Funding – in some instances Marsh arranges a pool of funding, which is made available by an insurer or scheme agent to a category of Marsh clients. With the client’s and the funder’s consent, Marsh may then apply the funding to pay for Marsh’s risk consulting services for the client. Marsh may allocate to itself a project management/administration fee of 10% of the pool as compensation for Marsh’s role in managing the pool and for associated administration services for clients.

Where Marsh or MMB is involved in arrangements whereby insurers pay it fees or brokerage, Marsh and MMB may be considered to have an incentive to place a broking client’s insurance with these insurers. In order to control any potential conflict of interest arising from the provision of services, Marsh employs and acts in accordance with its policies and procedures.

Marsh & McLennan Agency Pty Ltd (ABN 33 000 668 584) (‘MMA’) in Australia provides insurance products to third party brokers who utilise its services (including Marsh Pty Ltd and Marsh Advantage Insurance Pty Ltd) and it is remunerated by insurers who underwrite the insurance products provided via MMA.

Mercer is a global leader in talent, health, retirement, and investment consulting.

Guy Carpenter & Company Pty Ltd (ABN 95 000 351 299) and Marsh Resolutions Pty Ltd (ABN 19 055 301 721) are reinsurance brokers, and may place reinsurance for insurance companies that insure a client’s risk through Marsh.

If you have any questions about MMB’s transparency and disclosure commitments, or would like information on the compensation we receive, please do not hesitate to contact your MMB client contact.

Marsh McLennan is the leader in risk, strategy and people, helping clients navigate a dynamic environment through four global businesses. Marsh  GuyCarpenter  Mercer  OliverWyman

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