§ 521H.6 — Confidentiality

Iowa § 521H.6

• Jurisdiction: Iowa
• Title XIII: COMMERCE
• Ch. 521H: CORPORATE GOVERNANCE ANNUAL DISCLOSURE

Text

1. Documents, materials, or other information, including a corporate governance
annual disclosure, in the possession or control of the insurance division of the department
of insurance and financial services, that is obtained by, created by, or disclosed to the
3 CORPORATE GOVERNANCE ANNUAL DISCLOSURE, §521H.6
commissioner or to any other person pursuant to this chapter, is recognized in this state
as being proprietary and containing trade secrets. All such documents, materials, or other
information, including the disclosure, shall be confidential and privileged, shall not be
subject to chapter 22, shall be considered confidential under chapter 507, shall not be subject
to subpoena, and shall not be subject to discovery or admissible in evidence in any private
civil action. However, the commissioner is authorized to use such documents, materials, or
other information, including the disclosure, in the furtherance of any regulatory or legal
action brought as a part of the commissioner’s official duties. The commissioner shall not
otherwise make the documents, materials, or other information, including the disclosure,
public without the prior written consent of the insurer or insurance group that provided the
documents, materials, or other information, including the disclosure. Nothing in this section
shall be construed to require written consent of the insurer or insurance group before the
commissioner may share or receive confidential documents, materials, or other information
related to governance of an insurer or insurance group pursuant to subsection 3 to assist in
the performance of the commissioner’s regular duties.
2. The commissioner or any other person who received documents, materials, or other
information related to corporate governance, through examination or otherwise, while acting
under the authority of the commissioner or with whom such documents, materials, or other
information is shared pursuant to this chapter, shall not be permitted or required to testify
in any private civil action concerning any confidential documents, materials, or information,
including disclosures, subject to subsection 1.
3. In order to assist in the performance of the commissioner’s regulatory duties, the
commissioner may do any of the following:
a. Upon request, share documents, materials, or corporate governance annual
disclosure-related information, including the confidential and privileged documents,
materials, or information subject to subsection 1, and including proprietary and trade secret
documents, materials, or information, with other state, federal, or international financial
regulatory agencies, including members of any supervisory college as defined in section
521A.1, with the national association of insurance commissioners, or with any third-party
consultants designated by the commissioner pursuant to subsection 4, provided that the
recipient agrees in writing to maintain the confidentiality and privileged status of the
documents, materials, or other corporate governance annual disclosure-related information
and verifies in writing the legal authority to maintain such confidentiality and privilege.
b. Receivedocuments,materials,orothercorporategovernanceannualdisclosure-related
information, including otherwise confidential and privileged documents, materials, or
information, and proprietary and trade secret documents, materials, and information, from
regulatory officials of other state, federal, or international regulatory agencies, including
members of any supervisory college as defined in section 521A.1, and from the national
association of insurance commissioners, and shall maintain as confidential or privileged any
documents, materials, or information received with notice or the understanding that the
documents, materials, or other information received is confidential and privileged under the
laws of the jurisdiction that is the source of the documents, materials, or information.
4. In order to assist in the performance of the commissioner’s regulatory duties under
this chapter the commissioner may retain, at the insurer’s or insurance group’s expense,
third-party consultants, including attorneys, actuaries, accountants, and other experts not
otherwise a part of the commissioner’s staff, as may be reasonably necessary to assist
the commissioner in reviewing a disclosure and related information submitted under this
chapter or ensuring compliance of an insurer or insurance group with the requirements of
this chapter.
a. Any persons retained under this subsection shall be under the direction and control of
the commissioner and shall act in a purely advisory capacity.
b. As part of the retention process, a third-party consultant shall verify to the
commissioner, with notice to the insurer, that the third-party consultant is free of any conflict
of interest and that the third-party consultant has internal procedures in place to monitor
compliance if a conflict arises and to ensure compliance with the confidentiality standards
and requirements of this chapter.
§521H.6, CORPORATE GOVERNANCE ANNUAL DISCLOSURE 4
5. A written agreement entered into by the commissioner with the national association of
insurance commissioners or with a third-party consultant governing the sharing and use of
information provided pursuant to this chapter shall expressly require the written consent of
the insurer prior to making public information provided under this chapter and shall contain
a provision that does each of the following:
a. Expressly provides that the national association of insurance commissioners and
any third-party consultants retained are subject to the same confidentiality standards and
requirements governing the sharing and use of information provided pursuant to this
chapter as the commissioner.
b. Specifies procedures and protocols regarding the confidentiality and security of
information related to a corporate governance annual disclosure that is shared with the
national association of insurance commissioners or with a third-party consultant pursuant to
this chapter and specifies procedures and protocols for sharing information by the national
association of insurance commissioners only with other state insurance regulators from
states in which an insurance group has domiciled insurers. The agreement shall require
that the recipient of such information must agree in writing to maintain the confidentiality
and privileged status of the documents, materials, or other information related to the
corporate governance annual disclosure and verify in writing the legal authority to maintain
confidentiality and privilege.
c. Specifies that ownership of information shared with the national association of
insurance commissioners or with a third-party consultant pursuant to this chapter remains
with the commissioner and that use of the information by the national association of
insurance commissioners or by a third-party consultant is subject to the direction of the
commissioner.
d. Prohibits the national association of insurance commissioners or a third-party
consultant from storing the information shared pursuant to this chapter in a permanent
database after the underlying analysis is completed.
e. Requires the national association of insurance commissioners or a third-party
consultant to give prompt notice to the commissioner and to an insurer or insurance group
whose confidential information is in the possession of the national association of insurance
commissioners or a third-party consultant pursuant to this chapter, that the information is
subject to a request or subpoena to the national association of insurance commissioners or
the third-party consultant for disclosure or production.
f. Requires the national association of insurance commissioners or a third-party
consultant to consent to intervention by an insurer or insurance group in any judicial or
administrative action in which the national association of insurance commissioners or the
third-party consultant may be required to disclose confidential information about the insurer
or insurance group that was shared with the association or consultant pursuant to this
chapter.
6. The sharing of documents, materials, or information by the commissioner pursuant to
this chapter shall not constitute a delegation of regulatory authority or rulemaking, and the
commissioner is solely responsible for the administration, execution, and enforcement of the
provisions of this chapter.
7. No waiver of any applicable privilege or claim of confidentiality in the documents,
proprietary and trade secret materials, or other corporate governance annual
disclosure-related information shall occur as a result of the disclosure of such documents,
materials, or information to the commissioner under this section or as a result of sharing
those documents, materials, or information as authorized in this chapter.