Effective 1/1/2020
31A-16b-103. Disclosure requirement.
31A-16b-103. Disclosure requirement.
- (1) An insurer, or the insurance group of which the insurer is a member, shall on or before June 1 of each year submit to the commissioner a corporate governance annual disclosure that contains the information required under Section 31A-16b-105.
- (2) Notwithstanding a request from the commissioner described in Subsection (4), if an insurer is a member of an insurance group, the insurer shall submit the report required under this section to the commissioner of the lead state for the insurance group in accordance with:
- (a) the laws of the lead state; and
- (b) the procedures outlined in the most recent Financial Analysis Handbook adopted by the NAIC.
- (3) The corporate governance annual disclosure described in Subsection (1) shall include a signature:
- (a) of the insurer’s or insurance group’s chief executive officer or corporate secretary; and
- (b) attesting to the best of the signatory’s belief and knowledge that:
- (i) the insurer or insurance group has implemented the corporate governance practices; and
- (ii) a copy of the disclosure has been provided to the insurer’s or insurance group’s board of directors or the appropriate committee thereof.
- (4) An insurer not required to submit a corporate governance annual disclosure under this section shall submit a corporate governance annual disclosure to the commissioner upon the commissioner’s request.
- (5)
- (a) For purposes of completing a corporate governance annual disclosure, an insurer or insurance group may provide information regarding corporate governance at one of the following levels:
- (i) at the ultimate controlling parent level;
- (ii) at an intermediate holding company level; or
- (iii) at the individual legal entity level.
- (b) An insurer or insurance group shall consider making each corporate governance annual disclosure at the level at which the insurer or insurance group:
- (i) determines the insurer or insurance group’s risk appetite;
- (ii)
- (A) collectively oversees the earnings, capital, liquidity, operations, and reputation of the insurer; and
- (B) coordinates and exercises the supervision of earnings, capital, liquidity, operations, and reputation of the insurer; or
- (iii) places legal liability for failure of general corporate governance duties.
- (a) For purposes of completing a corporate governance annual disclosure, an insurer or insurance group may provide information regarding corporate governance at one of the following levels:
- (6) If an insurer or insurance group chooses a level of reporting described in Subsection (5), it shall indicate:
- (a) which of the three levels the insurer or insurance group chose; and
- (b) explain any subsequent change in the level of reporting.
- (7) An insurer may choose not to include certain information in a corporate governance annual disclosure, if:
- (a) the information is substantially similar to information included in another document submitted to the commissioner, including a proxy statement filed in conjunction with Section 31A-16-105 or another state or federal filing provided to the department; and
- (b) the insurer cross references the document described in Subsection (7)(a) in the corporate governance annual disclosure.
- (8) A review of a corporate governance annual disclosure or any additional request for information related to a corporate governance annual disclosure shall be made through the lead state as determined by the procedures outlined in the most recent Financial Analysis Handbook adopted by the NAIC.
Enacted by Chapter 193, 2019 General Session