Willis seeks 'more stable evironment'
Bermuda-based Willis Group Holdings Ltd., the world's third-largest insurance broker, has announced it plans to move its global headquarters from Bermuda to Ireland as the company seeks "a more stable environment".
The firm will be renamed Willis Group Holdings plc if the transfer is approved by shareholders at a meeting in three to four months' time and the Supreme Court of Bermuda, the company said yesterday in a statement.
The move, which was approved by Willis' board of directors, follows a number of companies redomiciling from the Island to Switzerland and Ireland in recent months, while insurer Ace Ltd. moved to Zurich from the Cayman Islands last year and Accenture announced its decision to move to Dublin in May.
Joseph Plumeri, chairman and CEO of Willis, said: "The board of directors has determined that the company's redomestication to Ireland is in the best interests of Willis and our shareholders. We reviewed a number of alternatives with our Board of Directors, and believe that incorporating in Ireland will provide Willis with economic benefits and help ensure our continued global competitiveness."
Willis, which traces its roots to a London company founded in 1828, will keep its main executive office in London, while Mr. Plumeri will continue to work both there and in New York, said Will Thoretz, a spokesman for Willis.
The move will improve the company's "ability to maintain a competitive worldwide effective corporate tax rate", according to the statement.
Willis said in the statement that Ireland, which is a member of the European Union (EU), offers a long history of international investment and long-established commercial relationships, trade agreements and tax treaties with EU member states, the US and other countries where the company does business.
In addition to providing a more stable environment with the financial and legal infrastructure to meet Willis' needs, it also improves the company's ability to maintain a competitive worldwide effective corporate tax rate, it added.
Willis, which has served a wide range of clients in Ireland since 1903 and is currently the largest insurance broker in the country, said it does not expect the move will have any material change on its financial results and day-to-day operations and the Willis Group will continue to conduct its current business operations following the relocation.
The company will also continue to be registered with the US Securities and Exchange Commission (SEC) and be subject to SEC reporting requirements, as if a US domestic company.
Further, Willis will continue to be subject to the mandates of the Sarbanes Oxley Act of 2002 and the corporate governance rules of the New York Stock Exchange, and will continue to report its financial results in US dollars and under US generally accepted accounting principles, in addition to any reporting requirements by Irish law.
The company's shares will continue to trade on the New York Stock Exchange.
BERMUDA EXODUS
Some of the the Bermuda-registered companies that have moved or decided to move domiciles since 2008:
July 2008: Ace shareholders approved the company's plans to redomicile its holding company from the Cayman Islands to Switzerland at its AGM
February 2009: Foster Wheeler completes its move from Bermuda to Switzerland; Weatherford International Ltd. redomiciles to Switzerland
March: Tyco International approves a proposal to move its place of incorporation to Switzerland's Schaffhausen canton from Bermuda
May: VistaPrint's board of directors unanimously approve moving the domicile of the publicly-traded parent of the VistaPrint group of companies to The Netherlands; Covidien shareholders approve a relocation to Ireland; Accenture's board of directors unanimously approves the move to leave Bermuda and reincorporate in Ireland
June: Ingersoll-Rand shareholders vote overwhelmingly to approve plans to change domicile from Bermuda to Ireland; Cooper Industries Ltd.'s board approves a plan to reincorporate in Ireland; Tyco Electronics' shareholders approve the company's move to Switzerland
August: Warner Chilcott completes its move to Ireland from Bermuda