NTUC Income (Income), announced last week a proposed corporatisation exercise to convert its legal form from a co-operative (co-op) to a company governed by the Companies Act.
As part of the proposed exercise, Income will transfer its existing insurance business and assets to the new company (NewCo), Income Insurance Limited, and, thereafter, the co-op will be liquidated. The proposed corporatisation exercise is expected to be completed in the second half of 2022, subject to regulatory approvals and other customary closing conditions.
Corporatisation levels Income’s playing field and sharpens its competitive edge to serve customers better, the insurer says in a statement. Over the years, Income’s operating environment has undergone significant shifts. These include a mature domestic market, evolving regulatory expectations and requirements, as well as increased competition from insurers with extensive distribution scale and access to growth channels and markets locally and regionally. The latter is further compounded by technology players entering the insurance sector.
While Income has been agile in responding to these market shifts, it is looking to its conversion to a company to achieve operational flexibility and gain access to strategic growth options to compete on an equal footing with other insurers locally and regionally.
This will build on Income’s recent foray into Indonesia, Malaysia, and Vietnam through strategic local partnerships with leading players in the insurance, broker and InsurTech arenas via the Insurance-as-a-Service model. With corporatisation accelerating such growth momentum locally and abroad, Income will be better placed to address not only current market shifts, but also future challenges to ensure long-term growth and its ability to serve customers better, said the insurer.
Income chairman Ronald Ong said, “We see corporatisation as a strategic and essential pivot for Income to scale its business quicker locally and regionally, invest in growth channels and markets, as well as digital capabilities to effectively compete more equitably with other insurers. More significantly, we will be even more responsive to changing customer needs via insurance solutions that speak to today’s digital-first lifestyles and customers.”
Income was set up in 1970 to plug a social need in Singapore by providing essential insurance to underserved workers. It remains steadfast today in its purpose to empower all Singaporeans to improve their financial well-being, including those who are underserved.
Today, Income’s insurance offerings include a Silver suite of products that enhances seniors’ access to insurance, SpecialCare products for children and youths with special needs, Prolonged Medical Leave, which is health insurance for self-employed persons, as well as Care4MigrantWorkers that covers migrant workers for non-work related death, total and permanent disability alongside critical illnesses. Through microinsurance propositions such as SNACK and TRIBE, Income continues to extend access to insurance and financial inclusion to all in Singapore. Through Income OrangeAid and other philanthropic efforts, Income supports diverse community causes including NTUC UCare Fund.
No impact on Income’s policyholders, distribution channels and business partners
The proposed corporatisation exercise will only change Income’s legal form. There will be no change to Income’s organisational structure or its business operation following the corporatisation exercise, save that NewCo will take the place of the co-op. For current policyholders, there will be no change to their existing policy coverage, benefits, and terms due to the corporatisation exercise. Income’s distribution channels and business partners are also expected to continue on the same contractual terms and conditions following the corporatisation.
Existing institutional and ordinary members of Income who hold co-op shares will receive an equivalent number of shares in the NewCo, on a one-for-one basis, and their co-op shares will be cancelled. Shareholders of the NewCo will have one vote per share. The NewCo, under the Companies Act, will have more flexibility in accessing capital to grow its business. Unlike co-op shares, the value of the NewCo shares will not be capped at par value (S$10/share). Under the corporate structure, the NewCo will have flexibility when distributing net surpluses and is not subject to a statutory cap on dividends that it declares to shareholders.
Employees can look forward to more growth and development opportunities For employees, there will be no changes to existing employment contracts, benefits, and roles arising from corporatisation. In fact, employees can look forward to more career growth opportunities as the proposed corporatisation exercise potentially opens diverse strategic growth paths for Income, including accelerating regionalisation opportunities.
Extraordinary General Meeting (EGM)
Income will be organising an EGM to seek members’ approval for the proposed transfer of the insurance business by the co-op to the NewCo and liquidation of the co-op.