Ms Mariska Enzerink
Partner

Mariska is head of our Financial Markets Regulation practice and co-head of our Financial Institutions group. She focuses on matters of strategic importance to financial institutions in both advisory and transactional matters. Mariska has a specific focus on private equity-related matters, governance, regulatory capital, recovery and resolution.

Mariska regularly advises financial institutions including banks, insurance companies and payment institutions on topics like structuring and restructuring, governance and conduct of business, as well as on dealings with the regulators. In addition, she is frequently involved in M&A transactions and negotiations regarding investments and divestments, including for private equity clients.

As part of De Brauw’s corporate practice, Mariska also advises regulated clients on corporate structuring and governance.

Legal 500 named Mariska a Next Generation Partner for the investment management sector in 2024.

Ms Eva Schram
Counsel

Eva has a broad regulatory practice and advises banks, insurance companies, payment institutions and pension funds on the regulation of Dutch and EU financial markets and pension matters. This includes advice about governance, outsourcing, capital requirements and interactions with supervisory authorities.

Eva assists clients in regulatory matters that are of strategic importance, in both transactions and litigation. She has a specific focus on complex transition processes, such as where undertakings face financial distress or pension funds need advice in the ongoing consolidating trend. Eva also advises about licence applications.

Navigating the Dutch insurance landscape: legal framework, regulatory trends, and market dynamics

1. Legal framework for (re)insurers in the Netherlands

The legal regulatory framework governing (re)insurers in the Netherlands is predominantly shaped by European Union (EU) legislation, most notably the Solvency II framework, which establishes harmonised prudential standards across the EU to ensure insurer solvency and policyholder protection. The relevant EU legislative acts are transposed into Dutch national law, primarily through the Financial Supervision Act (Wet op het financieel toezicht), enacted in 2007, which consolidates rules for financial institutions, including (re)insurers, and is supplemented by secondary regulations, ministerial decrees, and policy guidelines.

In the Netherlands, insurers are broadly categorised by their coverage offerings: (i) life insurance, (ii) non-life insurance (including healthcare insurance), (iii) funeral expenses and benefits in kind insurance (which is considered a specialised form of life insurance), and (iv) reinsurance.

The Dutch Central Bank (De Nederlandsche Bank, DNB) and the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten, AFM) serve as the primary regulatory bodies for insurers, with DNB overseeing prudential matters such as capital adequacy, risk management and governance. The AFM, on the other hand, is primarily responsible for enforcing market conduct rules, transparency, and consumer protection standards. For health insurance (zorgverzekering), the Dutch Healthcare Authority (Nederlandse Zorgautoriteit, NZa) plays a primary role in regulating health insurers (zorgverzekeraars). Everyone who lives or works in the Netherlands is legally required to take out standard health insurance under the Dutch Health Insurance Act (Zorgverzekeringswet).

Consumer protection is a cornerstone of the Dutch legal insurance framework. Under the regulatory framework, the AFM actively monitors sales practices and intervenes against mis-selling. Similarly, for health insurance, the NZa enforces rules on premium adjustments, policy standardisation and claims processing to safeguard public interests. At the same time, the Dutch Civil Code (Burgerlijk Wetboek) establishes key obligations for insurers towards policyholders, including transparency and fairness in policy terms, and the overall duty to act in good faith.

In short, the Dutch legal framework for insurers is designed to ensure insurer solvency, consumer protection and clear oversight by regulators. Strong prudential standards (predominately derived from harmonised EU legislation), diligent conduct of business supervision and robust consumer protection continue to serve as the cornerstones of the framework.

2. Regulatory trends and overview: DNB’s and the AFM’s approach to (re)insurers companies

DNB

In 2024, DNB intensified its supervisory focus on risks in the insurance sector through targeted thematic reviews, prioritising four key areas: mortgage and real estate exposures, AI, cyber resilience and sustainability

DNB conducted on-site analyses of insurers’ mortgage portfolios, refined tools for assessing sector-wide exposures and, in some cases, scrutinised commercial real estate valuations. Separately, DNB launched a supervisory initiative in line with the EU’s upcoming AI Regulation, assessing insurers’ AI deployment strategies and related risk controls. The assessment of cyber resilience focused on operational recovery capabilities post-attack, as well as on expertise within boards and compliance with the revised Dutch Corporate Governance Code provisions concerning cyber and cyber-related outsourcing risks. Sustainability risks were embedded in prudential supervision through sector-wide sustainability assessments, while preparations for the revised Solvency II Directive (Revised SII), scheduled for implementation in 2026, accelerated.

DNB’s 2025 agenda focuses on Revised SII readiness, compliance with the Digital Operational Resilience Act (DORA), and thematic reviews of governance effectiveness, capital calculation methods, and assumptions underlying Expected Profits in Future Premiums (EPIFP). In addition, DNB will monitor the impact of the Dutch Future of Pensions Act (Wet toekomst pensioenen, WTP) on insurers and maintain a dialogue on the use of AI and data integrity in the Annual Integrity Report (IRAP).

The AFM

For 2025, the AFM has prioritised risks for insurers arising from embedded finance, digitalisation and cross-border activities, among other topics. Embedded finance models—where non-financial companies offer insurance at the point of sale, such as when purchasing a car or bike, or traveling—raise concerns about consumer transparency, mis-selling and overinsurance. The AFM also highlights the concentration risks posed by insurers’ heavy reliance on a small number of cloud providers as well as the growing threat of cyberattacks, exacerbated by geopolitical tensions. Separately, sustainability remains a key focus, with the AFM urging insurers to integrate ESG factors into product design while avoiding exclusionary practices or excessive caution when insuring green technologies.

Meanwhile, the expansion of cross-border insurance services in the Netherlands, particularly in non-life insurance, presents challenges in aligning consumer protection standards across jurisdictions. Host regulators, like the AFM, often have limited enforcement powers in these cases. To address this, the AFM is advocating for stronger EU supervisory coordination and enhanced mandates for host authorities. It is also working closely with national supervisors, as well as with ESMA, EIOPA and other international bodies to harmonise supervision across borders.

3. Recent mergers and acquisitions activity in the Dutch insurance sector

The Dutch insurance mergers and acquisitions landscape has been notably active across various sectors, including life insurance, non-life insurance, and brokerage services. This surge has been driven by both domestic realignments and international strategic moves.

One of the most significant recent transactions was the strategic partnership announced in November 2024 between Achmea, Lifetri and Sixth Street in the Dutch pension and life insurance market. This collaboration merges Achmea’s and Lifetri’s pension and life insurance portfolios into Achmea Pension & Life Insurance, creating a top-three Dutch pension and life insurance provider serving over 2.1 million customers. Completion of this transaction is expected in the second half of 2025.

Another key development was the merger of Aegon’s Dutch operations with a.s.r. in exchange for cash and a strategic stake in a.s.r. Completed in July 2023, this deal was transformative for both insurers and had a major impact on the Dutch insurance market as a whole.

Separately, in 2022, NN Group acquired the life insurance operations of ABN Amro Verzekeringen and later announced its intention to divest part of its Polish pension business to Generali. In 2022, NN Group also completed the sale of its asset manager NN Investment Partners to Goldman Sachs Group. Most recently, in September 2024, Zurich Türkiye announced its intention to acquire NN Group’s Turkish operations.

Finally, there has been considerable mergers and acquisitions activity in insurance brokerage, at least partially driven by considerable private equity interest. In 2024, Aon sold its Dutch personal lines brokerage and MGA business to BlackFin Capital Partners, while VLC & Partners was acquired by Howden. In October 2024, the American insurance broker Brown & Brown expanded its European presence by acquiring Quintes, one of the largest independent insurance brokers in the Netherlands

4. Sustainability trends in the Dutch insurance sector

DNB’s approach in recent years includes prioritising the inclusion of sustainability-related risks in its supervision. Notably, in March 2023, DNB published a document titled “Guide to Climate and Environmental Risk Management”, which also contains specific guidance for the insurance sector, including an elaborate set of best practices. DNB has now launched a consultation for an updated version of this document which follows a similar format, running until 26 March 2025. Further, the fact that DNB considers sustainability a sector-wide focus of attention point for the insurance sector led to a thematic review of the implementation of sustainability-related risks in 2024.

For 2025, DNB expects further integration into the regular supervisory process. Significant initiatives include expanding the sector-wide analysis of non-financial risks (SBA NFR) with questions regarding the embedding of sustainability in the day-to-day operations of insurers, and adding sustainability-related indicators to the scoring system for risk components.

Understandably, the Revised SII in so far as it relates to sustainability will have an impact on the Dutch insurance sector. In particular, the EU legislature has introduced an obligation for insurers to develop transition plans. This obligation will be transposed into Dutch law (expected by January 2027) and will further be made concrete and harmonised by means of regulatory technical standards currently under development. An interesting issue in the Dutch jurisdiction could be that the supervisor of Revised SII transition plans, DNB, might not be the same as the (still undecided) supervisor of the CSDDD transition plans–for those large insurers subject to that obligation– giving rise to potential differences in the supervision of these two plans.

Finally, the governance around delivering transition plans and managing climate risks will be a focus point in supervision by DNB and the AFM.

5. Dutch Future of Pensions Act

The adoption of the WTP introduced a far-reaching overhaul of the second pillar of the Dutch pension system. The WTP came into effect in 2023 and must be fully implemented by 1 January 2028.

One of the most significant changes is that all future pension schemes must be defined contribution schemes. This means that, rather than the pension benefit, the pension commitment will always be key. New pension accrual will have to take place on the basis of a defined contribution agreement, with several possible variants. Offering a pension agreement that constitutes a defined benefit agreement or capital agreement will no longer be an option. Parties in the pension sector have been preparing for the WTP for some time. To ensure that they make the transition in a timely manner, the legislature has set milestones for the key transition steps in the WTP.

Employers with a pension scheme to be administered by an insurer must share the amended pension agreement and transition plan with the insurer no later than 1 October 2027. The insurer must submit the implementation plan and communications plan to the supervisory authority no later than 1 October 2027.

The WTP could very well give an additional push to the ongoing consolidation trend in the Dutch pension sector. This could also mean that more pension funds will opt for a buy-out by an insurance company.

6. Insurance recovery and resolution (directive) from a Dutch perspective

The Insurance Recovery and Resolution Directive (IRRD) entered into force in January 2025, with a transposition obligation for EU member states until January 2027. Resolution objectives include protecting the collective interest of policy holders, beneficiaries and claimants; maintaining financial stability, in particular by preventing contagion and by upholding market discipline; ensuring the continuity of critical functions; and protecting public funds by minimising reliance on extraordinary public financial support. The Dutch jurisdiction was among those that already had a national recovery and resolution framework for insurers (Wet herstel en afwikkeling van verzekeraars), with DNB designated as the resolution authority. The existing Dutch framework is to a great extent aligned with the IRRD but will have to be amended to fill in the gaps with the IRRD.

An important aspect of the IRRD is the introduction of pre-emptive recovery planning, explicitly requiring that 60% of the Dutch life and non-life insurance market is subject to pre-emptive recovery planning, as opposed to an obligation to develop a recovery plan only after the determination that the insurer is not compliant with its SCR. The IRRD will likely also broaden the scope of insurers for which DNB will have to draw up resolution plans, resulting in 40% of the Dutch life and non-life insurance market being subject to resolution planning. A significant addition is the introduction of ‘solvent run-off’ as a resolution tool on top of those that Dutch law already provides for. Specific requirements apply to group and cross-border resolution and to recognition and enforcement of third-country resolution proceedings. Finally, it seems likely that the threshold for resolution will be lowered; while the text of the provisions on the conditions for resolution is at first glance similar, DNB’s (pre-IRRD) interpretation of resolution action being ‘in the public interest’ implies a limited applicability of resolution.

7. Mass claims and their impact on the Dutch insurance sector

In the Netherlands, unit-linked insurance (beleggingsverzekeringen) became popular in the 1990s. They were often promoted as a way for homeowners to build up savings to pay off their mortgages or as a way for individuals to build up a supplementary pension pot for retirement. These policies allowed policyholders to invest their premiums in funds linked to the capital markets, with the expectation that the investment returns would be sufficient to meet these long-term financial commitments, such as fully repaying a mortgage or providing additional income for retirement. However, widespread mis-selling soon became, and continues to be, a serious issue.

A 2008 report by the AFM found that about half of the 5.7 million policies in force on 1 January 2008— around 2.6 million policies—were subject to excessive costs. Opaque management fees, surrender charges and commissions significantly eroded returns, leaving many policyholders with much smaller payouts than they had expected. These cost structures led to the policies being referred to in the media as woekerpolissen (“usury policies”).

Since then, litigation over these policies has been extensive—and, in some cases, remains ongoing. Legal action has primarily taken the form of collective actions, where organisations representing groups of policyholders have sought to hold insurers liable for these policies. As recently as last year, 2024, settlements were reached with large insurers in the Netherlands.

Recent legal reforms, particularly the 2020 Act on Redress of Mass Damages in Collective Action (Wet afwikkeling massaschade in collectieve actie, WAMCA), have arguably increased litigation risks for insurers. WAMCA enables representative organisations to claim monetary damages—previously excluded under the collective action framework—without requiring affected individuals to opt in, thereby possibly lowering the threshold for mass claims. In order to mitigate the legal and financial risks due to mass claims, proactive management of potential claims is recommended.