§ 27-1.2-3. Disclosure requirement.
(a) An insurer, or the insurance group of which the insurer is a member, shall, no later
than June 1 of each calendar year, submit to the commissioner a corporate governance
annual disclosure (CGAD) that contains the information described in this section and
§ 27-1.2-5(b). Notwithstanding any request from the commissioner made pursuant to subsection (c),
if the insurer is a member of an insurance group, the insurer shall submit the report
required by this section to the commissioner of the lead state for the insurance group,
in accordance with the laws of the lead state, as determined by the procedures outl
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§ 27-1.2-3. Disclosure requirement.
(a) An insurer, or the insurance group of which the insurer is a member, shall, no later
than June 1 of each calendar year, submit to the commissioner a corporate governance
annual disclosure (CGAD) that contains the information described in this section and
§ 27-1.2-5(b). Notwithstanding any request from the commissioner made pursuant to subsection (c),
if the insurer is a member of an insurance group, the insurer shall submit the report
required by this section to the commissioner of the lead state for the insurance group,
in accordance with the laws of the lead state, as determined by the procedures outlined
in the most recent Financial Analysis Handbook adopted by the National Association
of Insurance Commissioners (NAIC).
(b) The CGAD must include a signature of the insurer or insurance group's chief executive
officer or corporate secretary attesting to the best of that individual's belief and
knowledge that the insurer has implemented the corporate governance practices and
that a copy of the disclosure has been provided to the insurer's board of directors
or the appropriate committee thereof.
(c) An insurer not otherwise required to submit a CGAD under this section shall do so
upon the commissioner's request.
(d) For purposes of completing the CGAD, the insurer or insurance group may provide information
regarding corporate governance at the ultimate controlling parent level, an intermediate
holding company level, and/or the individual legal entity level, depending upon how
the insurer or insurance group has structured its system of corporate governance.
The insurer or insurance group is encouraged to make the CGAD disclosures at the level
at which the insurer's or insurance group's risk appetite is determined; or at which
the earnings, capital, liquidity, operations, and reputation of the insurer are overseen
collectively and at which the supervision of those factors are coordinated and exercised;
or the level at which legal liability for failure of general corporate governance
duties would be placed. If the insurer or insurance group determines the level of
reporting based on these criteria, it shall indicate which of the three (3) criteria
was used to determine the level of reporting and explain any subsequent changes in
level of reporting.
(e) The review of the CGAD and any additional requests for information shall be made through
the lead state as determined by the procedures within the most recent Financial Analysis
Handbook referenced in subsection (a).
(f) Insurers providing information substantially similar to the information required by
this chapter in other documents provided to the commissioner, including proxy statements
filed in conjunction with form B requirements, or other state or federal filings provided
to this division of insurance shall not be required to duplicate that information
in the CGAD, but shall only be required to cross reference the document in which the
information is included.