Abstract
Corporate governance in insurance institutions is of particular importance because of the industry’s role in risk management, the fulfillment of long-term contractual obligations, financial solvency, and the protection of policyholders and other stakeholders. In Iran, Regulation No. 93 of the High Council of Insurance provides the principal framework for corporate governance in insurance institutions. Although the Regulation has established formal and binding governance requirements, several years of implementation have raised questions concerning its practical effectiveness, implementation challenges, regulatory coherence, and the adequacy of its current architecture in addressing the evolving needs of the insurance industry. Against this background, the present study aims to identify and analyze the implementation challenges of Regulation No. 93 and to develop practical and regulatory recommendations for improving its effectiveness.
The study is applied and policy-oriented in terms of purpose and descriptive-analytical in terms of nature. It adopts a mixed-methods approach with a quantitative-dominant design and was conducted at a single point in time. The research consists of three complementary components. First, Regulation No. 93, its related implementing instructions, corporate governance requirements issued by the Securities and Exchange Organization (SEO), and selected international corporate governance frameworks were examined through documentary and comparative analysis. Second, a structured questionnaire containing closed-ended and open-ended questions was used to assess the implementation of the Regulation, identify implementation challenges and barriers, and evaluate proposed reforms. Following the removal of one pilot record, 49 valid questionnaires were included in the final analysis. Third, participants’ open-ended responses were analyzed qualitatively and integrated with the quantitative findings, regulatory analysis, and comparative evidence.
The findings indicate that Regulation No. 93 has played an important role in establishing formal corporate governance structures within Iranian insurance institutions. However, a meaningful gap remains between formal structural implementation and actual effectiveness. The overall mean assessment of the implementation of the Regulation’s requirements was 4.77 out of 5. Nevertheless, further analysis indicates that the existence of boards, specialized committees, control functions, and formal governance arrangements does not necessarily ensure effective decision-making, genuine independence, appropriate reporting relationships, professional competence, or meaningful influence on organizational decisions.
The overall mean of the assessed implementation challenges was 3.24 out of 5. The most prominent perceived challenge was the overlap or conflict between certain requirements of Regulation No. 93 and the corporate governance requirements of the SEO applicable to listed insurance companies. Other major challenges included the outdated nature of certain regulatory provisions, the absence of standardized indicators for assessing corporate governance quality, insufficient continuous professional training, inadequate implementing instructions, ambiguity in interpreting certain requirements, and weaknesses in enforcement mechanisms.
The qualitative findings broadly corroborated the quantitative results. Regulatory inconsistency, the structure and functioning of governance committees and control functions, regulatory ambiguity, formalistic implementation, insufficient proportionality of requirements to the size and characteristics of institutions, weaknesses in supervision and effectiveness indicators, limited practical independence of control functions, shortages in professional expertise and training, risk management and solvency issues, and emerging technology and data-related risks were among the principal themes identified in the open-ended responses. The integration of quantitative and qualitative findings suggests that the central issue is not simply the absence of formal governance structures or regulations, but rather the quality of implementation, regulatory coordination, practical independence, and effectiveness of existing governance mechanisms.
Based on the findings, the study proposes that the reform of Regulation No. 93 should extend beyond isolated amendments and should involve a broader redesign of the regulatory architecture of corporate governance in the insurance industry. Key recommendations include strengthening the independence and accountability of boards, clarifying the respective responsibilities of boards and executive management, redesigning the position and reporting lines of control functions, strengthening professional competency requirements, completing specialized implementing instructions, establishing a systematic framework for assessing corporate governance effectiveness, strengthening the integration of governance with risk management and solvency, applying the principle of proportionality, and improving coordination between the Central Insurance of Iran and the SEO. The proposed framework also includes standardized annual corporate governance reporting and measurable indicators for assessing the performance of governance bodies and the effectiveness of implementation.
Overall, the study suggests that improving corporate governance in the Iranian insurance industry depends less on simply increasing the number of regulatory requirements and more on establishing a coherent, coordinated, measurable, and proportionate governance framework. Such a framework should clearly connect primary regulation, implementing instruments, governance structures, risk management, supervision, reporting, and effectiveness assessment, while allowing the regulatory system to adapt to institutional characteristics and future developments in the insurance industry.
Keywords: Corporate governance; insurance institutions; Regulation No. 93; regulatory coherence; governance effectiveness; risk management; solvency; regulatory reform; proportionality; internal control functions