NTUC Enterprise, Income Insurance clarify concerns over Allianz-Income deal
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(From left) Income Insurance Andrew Yeo, NTUC Enterprise chairman Lim Boon Heng and Income board’s lead independent director Joy Tan speaking to ST on July 29.
ST PHOTO: KEVIN LIM
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SINGAPORE - German insurer Allianz’s offer to take up a controlling stake in Income Insurance is intended to give the lagging home-grown provider a much-needed boost in a market that has become highly competitive.
That is expected to help Income stay relevant and continue fulfilling its social mission of providing affordable insurance for the public, said NTUC Enterprise chairman Lim Boon Heng in an exclusive interview with The Straits Times on July 29.
Mr Lim was speaking after Allianz’s July 17 offer to buy a controlling stake of at least 51 per cent in Income,
Should the deal go through, NTUC Enterprise will retain a substantial stake of between 21.8 per cent and 49 per cent in Income, depending on how minority shareholders tender their shares.
At $40.58 a share, the offer price represents a 37.3 per cent premium over Income’s net asset value per share of $29.55 as at Dec 31, 2023.
NTUC Enterprise now holds close to 78 million Income shares, representing a 72.8 per cent stake, while some 16,000 minority shareholders, including institutional investors, hold the remaining 27.2 per cent.
But the offer has also triggered concerns that Income’s social obligations will be compromised under Allianz.
ST spoke to Mr Lim, Income chief executive Andrew Yeo and Income board’s lead independent director Joy Tan to get the full picture.
The interview transcript below has been edited for length and clarity.
ST: Income Insurance is profitable, but pressures on the business have been observed for some time now. Did the management and the board do something about this?
Andrew Yeo: Income Insurance continues to be profitable as a composite insurer, and financially strong. This can be seen in our strong solvency as well as capital adequacy ratio, which are well above regulatory requirements.
However, as responsible stewards, we cannot look at the business as it is now. We have got to continue to look at the future. What is coming, and what do we need to prepare ourselves for?
We are faced with mostly foreign insurers that come with much stronger, bigger balance sheets. There’s no special privilege, no subsidy, no quarters accorded to Income. Be it from the regulatory perspective or the financial perspective, we compete on an equal footing.
Other international insurers are willing to compete at our level, bringing down their prices, sometimes undercutting us to gain access to the segments that they are targeting.
Income’s presence in those spaces ensures that we keep insurance affordable. We may not always win, but we are always there to compete. At the end of the day, with competition, the customer benefits.
ST: How different were Income’s pricing coverage and product offerings after it corporatised in 2022? Were there products that were repriced at market prices, and did premiums go up?
AY: We do reviews of our products on an annual basis. Based on the performance of individual products, we would have to do repricing accordingly.
When we did the repricing pre- and post-corporatisation, there was no change in our methodology. The cost of insurance is the same for us.
It is the same with the regulations that are imposed on us, as well as other insurers. The capital framework, international accounting standards, we all have to apply and adhere to them.
ST: Critics have pointed out that Allianz has had a bad track record in Singapore. They pulled out of the Singapore retail market previously and posted losses in recent years. So, what is it that Allianz can offer?
AY: Allianz is a small player (in Singapore). It comes in as a start-up. Any start-up that comes into any business will suffer losses.
In the insurance business, you need scale in order to be profitable.
What Allianz has demonstrated is that they’re interested in the Singapore business, and that’s why they’re willing to invest in a market entry. With that, you will see losses for a few years until they build up a certain scale. That is the reason why they’re interested in Income and whether there’s any strategic fit.
At the same time, they have had their regional office in Singapore for many years. They do see the strategic importance of Singapore as a financial hub across South-east Asia.
Lim Boon Heng: Coming in as a start-up, you are starting from zero. They realise that it is better to partner with a player in Singapore, and they have looked at Income and see Income as a good partner with its presence in Singapore and its reputation in Singapore.
They think that they can contribute their expertise as a group operator, and grow the business together with their regional operations.
ST: Why didn’t NTUC Enterprise agree to sell a 49 per cent stake instead of 51 per cent to Allianz? That would have soothed concerns.
LBH: Allianz is a first-hand competitor and insurance player with many resources. We see that even having taken a minority stake in this partnership, Income will be having a stake in a potentially bigger business.
ST: NTUC Enterprise has injected capital in Income three times in the past for a total of $630 million. Does NTUC Enterprise not have the means to continue doing so?
LBH: NTUC Enterprise has the means, up to a certain extent.
If you want to grow the insurance business, then you need more capital. We have to ask ourselves as NTUC Enterprise whether we are able to provide Income with all the capital that it requires.
The reason for corporatisation was to be able to tap the capital markets, not just rely on our own resources. As a steward, NTUC Enterprise has the responsibility to ensure that the amount of assets Income has is resilient over the long term.
Should NTUC Enterprise devote all its financial resources to help build up Income, it would not be a very prudent policy.
NTUC Enterprise must therefore look at the balance of interest in different investments, so there is a balanced offering.
AY: As responsible stewards, we’ve always got to look at future-proofing the organisation and be prepared for rainy days.
And that’s in ensuring that Income does have capital resilience, in addition to NTUC Enterprise, that there’s another similar, like-minded, or even stronger strategic partner who will be able to step in during a financial crisis. It’s not just when there are blue skies.
ST: What is NTUC Enterprise’s capital structure? And what kind of risks will further capital injections expose it to?
LBH: I can’t give you the exact figures on how capital is deployed for NTUC Enterprise, but for Income, it is the largest amount already. The question is: How much more should we be doing?
ST: What is Income’s embedded value?
AY: Because we are not a publicly listed company, we are not at liberty to publish our embedded value.
ST: How much in gains will NTUC Enterprise make from the sale? How and where is NTUC Enterprise going to use this?
LBH: How much NTUC Enterprise itself will get from this transaction depends on how individual shareholders monetise their shares. We are committed to giving them preference to tender their shares. After they’ve done so, we will provide the balance required for Allianz to acquire 51 per cent. So, the amount is a range, which can be a billion dollars or a bit more than that.
On what NTUC Enterprise will do with the funds realised from this transaction, we intend to put these funds into possible ventures in education and health, particularly in services for the elderly.
AY: More importantly, it is also the longstanding request from our ordinary members for a liquidity mechanism.
This is an opportunity for minority shareholders, two-thirds of whom are seniors who have invested in Income for a long time. It is also a good opportunity for them to monetise their investments, which is something that they’ve always been asking for.
This is why they have priority and first rights. Whatever is left over, that’s where NTUC Enterprise comes in.
ST: You mentioned that the intention is to put the funds and gains into health and education, especially services for the elderly. Will this be done through NTUC Enterprise’s current number of entities or will it be done through outside entities?
LBH: It can include others. We are not confined just to existing enterprises.
ST: Should the Government step in to support Income, given its critical social role?
LBH: I think that question should be asked to the Government, but if you ask for my personal opinion, no government should interfere with the commercial decisions of private enterprises. Because, if it does, then the government will have to bear whatever liabilities there are with that particular enterprise.
I think there should be a cardinal principle that no government should intervene in the commercial decisions of any private body.
ST: Income’s original objectives were set up 50 years ago. Are they still relevant, or are they less relevant now?
LBH: I would say that the fundamental objectives of providing for the financial well-being of the people and their families, particularly the lower-income, are important.
At the time when Income was set up, the cooperative concept was seen as the ideal structure to deliver such objectives. Today, there are other structures that are possible. And in recent years, the concept of stakeholder capitalism has come to the fore.
Doing well to do good and do right is actually being pronounced by businesses around the world. If a commercial company subscribes to this philosophy, then it’s the same as the original philosophy of the NTUC Income cooperative.
ST: Twelve years ago, you announced the formation of NTUC Enterprise. We have seen some of the entities being more profit-driven under NTUC Enterprise. Do you see that as the way forward?
LBH: I think there’s a misconception that, or a misimpression that we have turned to be more profit-oriented. If you do business, you must do well. You must make a profit. If you want a business to be sustainable – and sustainability is important if you want to continue to serve people and to do good – then the business must earn its cost of capital.
If the business does not earn its cost of capital, eventually you’ll find that it’s unable to continue and be able to serve people.
What we have done is to impress on our enterprises that they should look at their long-term sustainability.
I think that we have created the impression that we have gone profit-oriented, but we have pivoted to make sure that we are sustainable.
AY: If you dig up the archives, there were a few principles that Goh Keng Swee put out for cooperatives.
The first one was that every cooperative is supposed to be a sustainable commercial entity without support from the Government. That is one of the tenets of any cooperative, especially NTUC’s cooperatives, because that was what was laid out.
ST: Mr Lim, in your statement issued on July 25,
LBH: It is for Allianz to answer at this point about what their corporate philosophy is, but we see that there is a fair amount of common purpose between Allianz and ourselves in wanting to serve people well.
But as I said earlier, in order to serve people, you must do well and the emphasis on that particular part of the (Allianz CEO’s) interview might have created an impression that it’s out for profit maximisation.
No amount of what we say can assure Singaporeans that the purpose and objectives on which Income was founded will be maintained in the years ahead.
Initially after the signing of the agreement, I told the partners trust cannot be inherited. Trust has to be earned, and therefore, the new partnership must be set up to win the trust of the customers and the public.
What the Allianz-Income partnership will do in the months and years ahead, will then determine, in people’s minds, whether the objectives on which Income was founded have been maintained.
ST: This brings us to the question of lower and lower-middle income groups and the growing sandwich class in Singapore. With this deal, there is a concern about how Income is going to fulfil its social obligations and its aspiration to take care of these groups.
LBH: My opinion is that with a stronger insurance company through this partnership, the ability to offer customers of whichever segment the most competitive prices would be better than if you were just Income alone.
AY: The assurance to your question is to make sure that there’s a vibrant and competitive marketplace. It is only with competition that providers compete to provide the best offer and the best proposition for the customers of every segment.
If you look at the insurance industry, it is dominated by the international insurers. For Income to continue to serve this social purpose, we need to make sure we have scale and are able to compete effectively, shoulder-to-shoulder, with all these international insurers.
We have been providing low-cost insurance for society, for the unions, and the volume of those businesses is very small. It doesn’t give us scale. We cannot continue along those lines.
While we will continue to provide those products, we can’t continue solely on those products. We must have the ability to compete shoulder-to-shoulder.
Only through a very vibrant, dynamic, competitive marketplace, will customers be assured that there will always be affordable insurance.
ST: The key worry that people have here is health insurance, particularly for those who have already bought policies, because it’s a problem for people who are older and they typically have pre-existing ailments, so it’s very hard to switch. What guarantee is there that Allianz will not push up premiums?
AY: Like I said, the industry is very competitive. Ultimately, any price increase will have to clear the regulators, so there’s a gate there.
When we look at our pricing, a large part, especially for Integrated Shield Plans, is actually based on the claims cost.
The claims cost is a factor of claims inflation, healthcare inflation, consumption, mortality rates.
There’s a whole confluence of factors to consider, the majority of which are healthcare inflation and healthcare. We don’t control that. We are price takers in that sense.
For that, we actually have to get out and see what would enable us to continue to be sustainable in order to continue to fulfil our obligations to our policyholders.
LBH: For health insurance, there are a number of issues that are not within Income’s ability to fix (such as) the issue of keeping the premiums down, because as an insurer, you have to make the scheme work, and you’ve got to make it viable.
When you are a price taker, as Andrew said, there are things beyond Income’s control or ability to change.
Therefore, those issues with respect to health insurance would have to be dealt with by the wider party.
ST: With one seat on the new board of seven, how much influence will NTUC Enterprise wield?
AY: There’s one seat for NTUC Enterprise, two seats for Allianz and four independents. So, there are still four independent directors on the board.
ST: So, for all four independent directors, they have to get MAS approval. Do they have to be Singaporeans?
Joy Tan: The current board is actually overwhelmingly independent. Of the 12, 10 are independent. Most of them are Singaporeans, save for two.
There’s no reason to believe that the new board, should the deal go through and when constituted, would not adhere to those principles of independence and acting in the interest of Income.
And we have the regulator that watches the insurance sector very closely, and we take guidance from them and their views.
Each director needs to adhere to fitness and propriety concerns that the Monetary Authority of Singapore (MAS) imposes, and we expect that this robust constitution of the board will continue.
ST: If the deal goes through, will there be job cuts or pay cuts?
AY: In the pre-condition announcement, it is made very clear that Allianz does not intend to make any major changes to the management or the employment status of our staff.
ST: For financial advisers, what’s the basis for giving this to Morgan Stanley, knowing that Mr Ronald Ong is chairman of both Income and Morgan Stanley’s South-east Asia business?
JT: The independent directors of Income consider all the interests of Income, and with a particular concern regarding the minorities. As to whether we approached other financial advisers, we can confirm that we did engage in a considered selection process by involving other candidates apart from Morgan Stanley.
We had put out a statement regarding the selection of Morgan Stanley, and there was an independent steering committee that was set up to consider the transaction. It was this committee that considered the other candidates and made the recommendation to select Morgan Stanley as financial adviser.
The majority independent steer-co consulted Income’s Audit Committee as pursuant to good practice, and the committee confirmed that it was in order to appoint Morgan Stanley.
Ronald recused himself from the decision to appoint Morgan Stanley,
ST: Income’s former CEO Tan Suee Chieh said that this deal is a betrayal of the social mission that has guided Income since its inception. His point was that Income would be subject to the rigours of a profit-driven organisation and thus lose its fundamental DNA as a social enterprise and its people-before-profits philosophy.
LBH: I earlier mentioned that doing well to do good is no longer the preserve of social enterprises and cooperatives only.
We expect that the Income partnership will maintain the philosophy that they had over the years.
But as I said, no amount of assurance that I give will convince everybody that this will be the case.
Hence, people will watch what this partnership does and will be assured only if they see the partnership doing the right thing.
ST: Mr Tan also said that the deal is a mechanism for NTUC Enterprise and the minority shareholders to cash out the substantial gains, and that NTUC Enterprise cashing out was not discussed directly in 2020.
AY: In 2020, we did say that the purpose of corporatisation is to achieve strategic flexibility and provide options for Income to grow the business. And at that point in time, there was no material development or concrete development along these lines, so there was nothing that we could review or discuss or share.
LBH: Our responsibility must be to listen to the individual shareholders for what opportunities that we can provide for them.
AY: If I may repeat what I said earlier, two-thirds of our shareholders are seniors, 85 per cent are young seniors.
ST: Mr Yeo, Dr Tan Cheng Bock, chairman of the Progress Singapore Party, said that Income had gone back on its 2022 promise to keep NTUC Enterprise as its majority shareholder after corporatisation, and he specifically mentioned you in his comments.
AY: We were very clear that at the point of corporatisation, NTUC Enterprise remains and continues to be the majority shareholder.
But at the same point in time, corporatisation was also a step towards providing more strategic flexibility for Income, as part of which, we looked at joint ventures, mergers and acquisitions and initial public offerings.
We looked at all kinds of things to assess the options, and which are best for Income. With the passage of time, this is something that came along the way, but not at the point of time when we made those statements.
ST: There is an argument in the public that Income, like Raffles Hotel, should not be sold because they are institutions that have social and historical significance. There is also the concern that the share sale sets a precedent for the other NTUC Enterprise entities to be sold.
LBH: I fully understand the sentiment of some Singaporeans, how they regard some of our home-grown enterprises. This is very understandable, we grow to love them.
Having been part of the cooperative movement for so long, I also have certain emotions.
But you have to not just follow your heart. You have to use your head. If the interest of the people is best served by doing something else or by changing, then as responsible stewards, we have to, notwithstanding our emotions.
If we blindly follow just our emotions and find ourselves to be unable to act, we are compromising the interests of society.
