836-011-0110 Definitions As used in OAR 836-011-0100 to 836-011-0230: (1) “Accountant” or “independent certified public accountant” means an independent certified public accountant or accounting firm in good standing with the American Institute of Certified Public Accountants and in each state in which the accountant or accounting firm is licensed to practice. For a Canadian or British insurer, the term means a Canadian-chartered or a British-chartered accountant. (2) An “affiliate” of, or a person “affiliated” with, a specific person, is a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified. (3) “Audit committee” means a committee or equivalent body established by the board of directors of an entity for the purpose of overseeing the accounting and financial reporting processes of an insurer or group of insurers, the Internal audit function of an insurer or group of insurers (if applicable), and external audits of financial statements of the insurer or group of insurers. The audit committee of an entity that controls a group of insurers may be considered to be the audit committee for one or more of the controlled insurers solely for the purposes of OAR 836-011-0100 to 836-011-0230 at the election of the controlling person. 836-011-0223(6) governs the exercise of this election. If an audit committee is not designated by the insurer, the insurer’s entire board of directors constitutes the audit committee. (4) “Audited financial report” means a report that includes the items specified in OAR 836-011-0140. (5) “Group of insurers” means those authorized insurers included in the reporting requirements of ORS 732.517 to 732.592, or a set of insurers as identified by management, for the purpose of assessing the effectiveness of internal control over the financial reporting. (6) “Internal audit function” means a person or persons that provide independent, objective and reasonable assurance designed to add value and improve an organization’s operations and accomplish its objectives by bringing a systematic, disciplined approach to evaluate and improve the effectiveness of risk management, control and governance processes. (7) “Indemnification” means an agreement of indemnity or a release from liability when the intent or effect is to shift or limit in any manner the potential liability of the person or firm for failure to adhere to applicable auditing or professional standards, whether or not resulting in part from knowing of other misrepresentations made by the insurer or its representatives. (8) “Independent board member” has the same meaning given the term in OAR 836-011-0223(4). (9) “Internal control over financial reporting” means a process effected by an entity’s board of directors, management and other personnel designed to provide reasonable assurance regarding the reliability of the financial statements, i.e., those items specified in OAR 836-011-0140(2) and (3), except for 836-011-0140(2)(a), and includes those policies and procedures that: (a) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets; (b) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements, i.e., those items specified in OAR 836-011-0140(2) and (3), except for 836-011-0140(2)(a), and that receipts and expenditures are being made only in accordance with authorizations of management and directors; and (c) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements, i.e., those items specified in OAR 836-011-0140(2) and (3), except for 836-011-0140(2)(a). (10) SEC” means the United States Securities and Exchange Commission. (11) “Section 404” means Section 404 of the Sarbanes-Oxley Act of 2002 and the SEC’s rules and regulations promulgated thereunder. (12) “Section 404 Report” means management’s report on “internal control over financial reporting” as defined by the SEC and the related attestation report of the independent certified public accountant as described in section (1) of this rule. (13) “SOX Compliant Entity” means an entity that either is required to be compliant with, or voluntarily is compliant with, all of the following provisions of the Sarbanes-Oxley Act of 2002: (i) the preapproval requirements of Section 201 (Section 10A(i) of the Securities Exchange Act of 1934); (ii) the Audit committee independent requirements of Section 301 (Section 10A(m)(3) of the Securities Exchange Act of 1934); and (iii) the Internal control over financial reporting requirements of Section 404 (Item 308 of SEC Regulation S-K). Statutory/Other Authority: ORS 731.244 & 731.488 Statutes/Other Implemented: ORS 731.488 History: ID 14-2017, amend filed 12/20/2017, effective 12/20/2017 ID 11-2008, f. & cert. ef. 7-29-08 ID 9-2008, f. 6-30-08, cert. ef. 7-1-08 ID 22-2002, f. & cert. ef. 11-27-02 ID 4-1992, f. & cert. ef. 3-26-92