Groups, conglomerates and systemic importance

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The supervision of insurance groups became a central topic after the crisis of 2001 and 2002, when it became evident that problems in foreign subsidiaries and in the holding structure could threaten Swiss operating companies. The Act of 2004 introduced group and conglomerate supervision, which is now set out in Articles 64 to 79 VAG. Under Article 2a VAG, group supervision extends to the group holding company domiciled in Switzerland and to material group and conglomerate entities. Group supervision includes a group SST, rules on intra-group transactions and risk concentrations, governance requirements at group level and cooperation with foreign supervisors in supervisory colleges. The revision of 2022 made changes in the persons responsible for management and governance at group level subject to FINMA approval, which aligned individual and group supervision.¹

The Swiss insurance landscape is dominated by a small number of groups. Zurich Insurance Group and Swiss Re, both with their seats in Zurich, rank among the world’s largest insurers and reinsurers and are internationally active insurance groups in the sense of the international standards. Swiss Life, also based in Zurich, is the leading Swiss life and pensions group. On 5 December 2025 Helvetia and Baloise completed their merger to form Helvetia Baloise Holding Ltd, with its seat in Basel, more than 22,000 employees and about 13 million customers, which describes itself as Switzerland’s largest multi-line insurer.² Such transactions require FINMA’s approval of changes in qualified participations and of the business plans of the insurers concerned, as well as coordination with foreign supervisors wherever the groups have subsidiaries.

The question of systemic importance has been answered differently for insurers than for banks. In 2013 the Financial Stability Board, working with the International Association of Insurance Supervisors (IAIS), published its first list of global systemically important insurers (G-SIIs), which it updated annually until 2016. The identification was suspended from 2017 while the IAIS developed its Holistic Framework for systemic risk in the insurance sector. In December 2022 the FSB discontinued the annual identification of G-SIIs and relied on the Holistic Framework instead. In November 2025 the FSB reaffirmed this approach and published a list of seventeen insurers subject to its resolution planning standards, stressing that being on the list “does not imply that an insurer is systemically important”.³

Swiss law follows this activity-based approach. It contains no statutory category of systemically important insurers comparable to the too-big-to-fail rules for banks in the Banking Act. FINMA nonetheless places the recovery and resolution of insurers within its broader crisis-preparedness framework and describes the role of insurers, groups and conglomerates in risk transformation as central to the Swiss financial market.⁴ The revised statute gives the authority the power to require stabilisation plans from economically significant insurers and to prepare resolution plans for groups and conglomerates. For the large Zurich groups, this means a practical regime that resembles the recovery and resolution planning of systemically important banks, although it rests on a different legal basis and on a different view of how insurers fail.

Notes

1. VAG, consolidated version as at 1 September 2024 (cited above), Art. 2a and Art. 64 ff. PwC, Teilrevision des Versicherungsaufsichtsgesetzes (cited above), on the approval of changes of persons responsible for governance at group level. ↩
2. Helvetia Baloise Group, media release “Completion of merger to form Helvetia Baloise Holding Ltd”, 5 December 2025, https://www.helvetia-baloise.com/corporate/hb/en/home/news-stories/publications/media-releases/2025/20251205.html. The release states that all necessary supervisory approvals had been obtained before completion. ↩
3. Financial Stability Board, press release of 9 December 2022, “The FSB endorses an improved framework for the assessment and mitigation of systemic risk in the insurance sector and discontinues annual identification of global systemically important insurers (G-SIIs)”, https://www.fsb.org/2022/12/the-fsb-endorses-an-improved-framework-for-the-assessment-and-mitigation-of-systemic-risk-in-the-insurance-sector-and-discontinues-annual-identification-of-global-systemically-important-insurers/. Financial Stability Board, press release “FSB releases updated insurer list, proposes new guidance, and affirms use of IAIS Holistic Framework”, 25 November 2025, https://www.fsb.org/2025/11/fsb-releases-updated-insurer-list-proposes-new-guidance-and-affirms-use-of-iais-holistic-framework/. ↩
4. FINMA, “Legally required crisis planning and preparedness for insurance companies” (cited above). ↩

For general information only. This article does not constitute legal or tax advice, does not replace advice on an individual case and creates no lawyer-client relationship. It reflects the legal position as of September 2025.