
The Superintendence of Insurance and Reinsurance of Panama recently approved Regulation No. 3-2025 of June 19, 2025. This marks the third regulatory instrument addressing and regulating good corporate governance for entities operating within the Panamanian insurance market. The first such regulation dates back to 2008 and constituted a hybrid framework combining elements of anti-money laundering prevention with corporate governance. However, it suffered from conceptual flaws that were subsequently corrected by the now-repealed Regulation No. 2-2016. That regulation, albeit more philosophically and conceptually structured, often complicated the task of defining roles, rules, and responsibilities beyond what was internally approved by each company. This, in turn, posed challenges for insurance and reinsurance companies seeking to conduct self-assessments regarding compliance with corporate governance obligations and for the regulator to apply objective supervisory criteria.
The new regulation, like its predecessors, applies exclusively to two categories of regulated entities: insurance companies and reinsurance companies holding licenses issued in Panama, and it incorporates significant and positive improvements in its drafting approach.
The main changes introduced by Regulation No. 3-2025 are as follows:
1. It establishes enhanced corporate governance requirements and standards for the industry, providing greater specificity regarding the development of policies on corporate values, strategic objectives, codes of business conduct, and other clearly defined behavioral parameters. This clarity facilitates regulatory compliance, oversight, and especially self-assessment by regulated entities.
2. As a novel feature, it introduces requirements and standards applicable to both natural person shareholders and legal entity shareholders. In the case of the latter, the regulation seeks to identify and disclose the ultimate beneficial owner, even where such individual does not exercise control. While this aligns with regulatory logic concerning transparency and effective regulatory oversight, it may pose practical challenges in companies with highly fragmented ownership structures.
3. Similarly, the regulation now sets forth more specific and precise obligations and minimum responsibilities for both the board of directors and shareholders, thereby once again improving compliance, supervision, and internal evaluation processes.
4. It defines the criteria that an individual must meet to be designated as an independent director, including the imposition of a maximum tenure of fifteen (15) years serving in such capacity within the same entity.
5. With respect to board support committees, beyond reorganizing their functions and operational objectives, the most significant change is the separation of the Risk Committee and the Compliance Committee, which under previous regulation operated as a unified body.
6. Finally, and also as a novel measure, regulation introduces mandatory policies regarding related-party transactions, requiring that such transactions be carried out on arm’s length terms. It further mandates the adoption of internal guidelines for the management of transactions that may give rise to potential conflicts of interest and imposes an enhanced disclosure standard concerning the business profile and organizational structure of the entity.
Although the regulation became effective upon its promulgation on July 8, 2025, it grants a 180-day transitional period for regulated entities to comply with its provisions, counted from that date.
We are now subject to new rules on good governance in the insurance sector, aimed at improving processes, the allocation of responsibilities, and the overall quality of corporate governance within a sensitive component of the domestic financial market. Time will tell whether the practical implementation of these standards will yield measurable value creation for the Panamanian insurance sector.
Jorge Alexander Olivardía
Insuralex´s Exclusive Member in Panama