MEMORANDUM OF UNDERSTANDING

BETWEEN THE

OFFICE OF THE SUPERINTENDENT OF FINANCIAL INSTITUTIONS CANADA

; AND THE

OFFICE OF INSURANCE COMMISSION THAILAND

CONCERNING MUTUAL COOPERATION

1. The Office of the Superintendent of Financial Institutions Canada (OSFI) and the Office ofInsurance Commission Thailand (OIC) (collectively, the Authorities) have reached thefollowing understanding in order to establish an arrangement for the sharing of information tofacilitate the performance of their respective duties and to promote the safe and soundfunctioning of insurance companies with cross-border establishments in their respectivecountries.

2. The Authorities express, through this understanding, their willingness to cooperate witheach other on the basis of mutual trust and understanding in the supervision of cross-borderestablishments within their respective jurisdictions. A cross-border establishment is definedas a branch, a subsidiary or any other entity of an insurer supervised by one Authority (thehost Authority), which gives rise to the need for consolidated or group-wide supervision bythe other Authority (the home Authority).

The Authorities

3. The OSFI was established in July 1987 by the Office of the Superintendent of FinancialInstitutions Act (OSFI Act). Under this Act, the OSFI is responsible for regulating andsupervising all federally chartered, licensed or registered banks, insurance, trust and loancompanies, cooperative credit associations and fraternal benefit societies in Canada. TheSuperintendent reports to the Minister of Finance.

4. The OIC was established in September 2007 by the Insurance Commission Act B.E. 2550(2007), being an autonomous insurance regulatory authority, administered in the form of theInsurance Commission. Under this Act, the OIC is responsible for regulating and supervisingall licensed insurance companies and insurance intermediaries in Thailand. The InsuranceCommission reports to the Minister of Finance.

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Scope and General Principles

5. The provisions of this Memorandum of Understanding are not intended to create legallybinding obligations or supersede domestic laws.

6. The Authorities will, within the framework of this Memorandum of Understanding, provideeach other with the fullest assistance possible to promote the safe and sound functioning ofinsurance companies.

7. The Authorities recognise the importance and desirability of mutual assistance andexchange of information. Information would be shared provided that it be treatedconfidentially and used strictly for lawful insurance supervision purposes and subject to anyrelevant statutory provisions, including those restricting disclosure. In addition, the provisionof or request for information under this understanding may be denied on the grounds ofnational security or when disclosure would interfere with an ongoing investigation. Where arequest for assistance is denied, or where assistance is not available under domestic laws,the requested Authority will provide the reasons for not granting the assistance.

8. Requests for assistance will be made in writing by designated employees of the Authorityand will be addressed to the requested Authority's contact persons. However, where theAuthorities perceive a need for expedited action, requests may be initiated in any form butshould be confirmed subsequently in writing.

Sharing of Information

9. Information-sharing includes contact during the authorisation and licensing process, in thesupervision of the on-going activities of such entities and in the handling of probleminstitutions.

10. In connection with the authorisation process:

(a) the host Authority should notify the home Authority, without delay, of applications forapproval to establish offices or make acquisitions in the host jurisdiction;

(b) upon request, the home Authority should inform the host Authority whether theapplicant insurance company is in substantial compliance with applicable laws andregulations and whether it may be expected, given its administrative structure andinternal controls, to manage the cross-border establishment in an orderly manner.The home Authority should also, upon request, assist the host Authority withverifying or supplementing any information submitted by the applicant;

(c) upon request, the home Authority should inform the host Authority about the natureof its regulatory system and the extent to which it will conduct consolidated or group­wide supervision over the applicant insurance company. Similarly, the hostAuthority should inform the home Authority about the nature of its regulatory systemand the extent to which it will supervise the cross-border establishment of theapplicant institution; and

(d) to the extent permitted by laws, the home and host Authorities should shareinformation on the fitness and properness of prospective managers of a cross­border establishment.

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11. In connection with the ongoing supervision of their cross-border establishments, theAuthorities intend to:

(a) provide relevant information to their counterpart regarding material developments orsupervisory concerns in respect of the operations of a cross-border establishment;

(b) respond to requests for information on their respective national regulatory systemsand inform each other about major changes, in particular those which have asignificant bearing on the activities of cross-border establishments;

(c) inform their counterpart of material administrative penalties imposed, or other formalenforcement action taken, against a cross-border establishment, upon request, and

(d) facilitate the transmission of any other relevant information that might be required toassist with the supervisory process.

On-site Inspections

12. The Authorities recognise that cooperation is particularly useful in assisting each other incarrying out on-site inspectionsl of cross-border establishments in the host country. Thehome Authority should undertake to inform the host Authority of plans to examine a cross­border establishment or to appoint a third party to conduct an examination on its behalf, andto indicate the purposes and scope of the visit. The host Authority will, to the extent permittedby laws, allow the home Authority to conduct on-site inspections. Such an allowance may begranted with conditions as the host Authority may prescribe. As may be jointly decided by theAuthorities, examinations may be carried out by the home Authority alone, or accompaniedby the host Authority. Following the inspection, an exchange of views should take placebetween the examination team and the host Authority.

Protection of Information

13. The Authorities recognize that mutual trust can only be achieved if exchanges ofinformation can flow with confidence in both directions. The Authorities will take all possiblesteps to preserve the confidentiality of the information received. In this regard, employees ofboth Authorities are bound to hold confidential all information obtained in the course of theirduties. Any confidential information received from the other Authority will be used exclusivelyfor lawful supervisory purposes.

14. An Authority that has received confidential information from the other Authority maysubsequently receive a request (not legally enforceable) for that information from a thirdparty, including a third party supervisory authority, who has a legitimate common interest inthe matter. Prior to passing information to the third party, the Authority will consult with andobtain consent from the Authority that originated the information, who may attach conditionsto the release of information, including that the third party recipient be bound to hold theinformation confidential.

15. In the event that an Authority is legally compelled to disclose to a third party, including athird party supervisory authority, information that has been provided in accordance with thisunderstanding, this Authority will promptly notify the Authority that originated the information,indicating what information it is compelled to release and the circumstances surrounding its

I The words "inspection" and "examination" are used here interchangeably.

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release. If so required by the originating Authority, the Authority will use its best endeavoursto preserve the confidentiality of the information to the extent permitted by laws. TheAuthorities will inform one another of the circumstances in which they may be subject to legalcompulsion to release information obtained.

16. Notwithstanding Section 15, the Authorities acknowledge that confidential information,including information they receive from each other, may be required by legislation to bepassed to related government agencies set out in Annex A to this document, and confirmthat in their respective jurisdictions these agencies are required by legislation to maintain theconfidentiality of such information.

Financial Crime

17. The Authorities intend to co-operate closely when they identify suspected financial crimeactivities in supervised insurance companies and financial transactions. For the purposes ofthis understanding, financial crimes are in particular: money laundering, unauthorisedinvestment or insurance business and all other violations of laws on financial markets.

Ongoing Coordination

18. The Authorities intend to promote their cooperation through visits for informationpurposes. In addition, the Authorities intend to pursue areas where the training of staff ateither agency would benefit from input and support by the other agency in order to reinforcesound insurance supervisory practices in both countries.

19. The Authorities will conduct meetings as frequent as appropriate to discuss issuesconcerning insurance companies that maintain cross-border establishments in the respectivecountries, and to review the effectiveness of cooperation arrangements.

Modifications and Term

20. This understanding will continue indefinitely subject to modification by the mutualconsent of the Authorities or termination by either party with 30 days advance notice inwriting. After termination, the confidentiality provisions will continue to apply to anyinformation provided under this understanding prior to termination.

21. Annexes A, Band C will be reviewed at least annually and reconfirmed or amended asnecessary to ensure that the information therein remains current.

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On behalf of:

The Office of Insuraa~c Commission Thailand/) /}..fJ- ~ /J I 9 HP)BY:~ Da~d: ~ I

Chantra Purnariksha, Secretary-General

The Office of the Superintendent of Financial Institutions Canada

Dated: J;,~ 7/ ;LlO; .Julie Dickson, Superintendent

Annexes

A - Related Government Agencies

B - Contact Persons

C - Cross-Border Establishments

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Annex A

OSFI/OIC MoU

Related Government Agencies(@ July 2009)

The Authorities acknowledge that confidential infonTIation, including infonTIation they receive fromeach other, may be required by legislation to be passed to related government agencies or personsset out below, and that these agencies and persons are required by legislation to maintain theconfidentiality of such infonTIation. Confidential infonTIation passed to those listed below areexempted from the notification provisions of Section [15] of the MoD.

Office of the Superintendent of Financial Institutions Canada 1

o Commissioner of the Financial Consumer Agency of Canada

o Governor of the Bank of Canada

o Chairperson of the Canada Deposit Insurance Corporation

o Deputy Minister of Finance.

Office of Insurance Commission Thailand

o Chairman of the Anti-Money Laundering Office

o Minister of Finance

o Governor of the Bank of Thailand

o Secretary-General of the Securities and Exchange Commission

o Chairman of the Life Insurance Fund (Life Policyholder Protection Fund)

o Chairman of the Non-Life Insurance Fund (Non-Life Policyholder Protection Fund)

I All are members of the Financial Institutions Supervisory Committee (FISC), a statutory body authorized under the OSFI Actchaired by the Superintendent of Financial Institutions.

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Annex B

OSFI/OIC MoU

Contact Persons

(@ July 2009)

Office of the Superintendent of Financial Institutions Canada (OSFI)

Mr. Ted Price, Assistant Superintendent, Supervision SectorPO Box 39, 121 King Street West, Toronto ON, M5H 3T9, Canada

o Tel: (416) 973-4385o Fax: (416) 973-1168o E-mail: ted.price@osfi-bsif.qc.ca

Ms. Patty Evanoff, Senior Director, Legislation and Approvals Division15th floor, 255 Albert Street, Ottawa ON, K1A OH2, Canada

o Tel: (613) 990-9004o Fax: (613) 998-6716o E-mail: pattv.evanoff@osfi-bsif.qc.ca

Office of Insurance Commission Thailand (OIC)

Mr. Chuchatr Pramoolpol, Assistant Secretary-General, Office of The Secretary - General44/100 Nonthaburi 1 Road, Amphor Muang, Nonthaburi 11000, Thailand

o Tel: (662) 547-4980o Fax: (662) 547-4611o E-mail: chuchatrp@oic.or.th

Mr. Atthaphon Phibunthanaphatthana, Executive Director, International Affairs Department44/100 Nonthaburi 1 Road, Amphor Muang, Nonthaburi 11000, Thailand

o Tel: (662) 547-4988o Fax: (662) 547-4571o E-mail: atthaphonp@oic.or.th

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Annex C

OSFI/OIC MoU

Cross-Border Establishments (CBEs)2(@ July 2009)

Canadian CBEs Supervised in Thailand by the OIC

2 Cross-border establishment means a branch, a subsidiary or any other entity supervised in and by the host jurisdiction whichgives rise to the need for consolidated supervision by the home supervisor.

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