2023 Tennessee Code › Title 56 - INSURANCE (§§ 56-1-101 — 56-61-125) › Chapter 2 - INSURANCE COMPANIES (§§ 56-2-101 — 56-2-1011) › Part 9 - CORPORATE GOVERNANCE ANNUAL DISCLOSURE ACT (§§ 56-2-901 — 56-2-910) › Section 56-2-904 - 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 CGAD that contains the information described in §
56-2-906(b)
. However, an insurer or insurance group that files a CGAD pursuant to §
56-2-906(c)
may elect to file the CGAD either no later than June 1 or December 31 of each calendar year. Notwithstanding any request from the commissioner made pursuant to subsection (c), if the insurer is a member of an insurance group, the insurer must submit the report required by this section to the applicable insurance 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 NAIC.
(b)
The CGAD must include a signature of the insurer or the insurance group's chief executive officer or corporate secretary attesting that, to the best of that individual's belief and knowledge, the insurer has implemented the corporate governance practices described in the CGAD and that a copy of the disclosure has been provided to the insurer's board of directors or the appropriate committee of the board.
(c)
An insurer not required to submit a CGAD under this part shall do so upon the commissioner's request.
(d)
(1)
For the 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, the individual legal entity level, or at a combination of levels depending upon how the insurer or insurance group has structured its system of corporate governance. The insurer or insurance group shall consider the following criteria in determining the level at which the CGAD should be filed:
(A)
The level at which the insurer's or insurance group's risk appetite is determined;
(B)
The level 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
(C)
The level at which legal liability for failure of general corporate governance duties would be placed.
(2)
If, subsequent to the initial filing of the CGAD, the insurer changes the level of reporting, the insurer shall explain the reason for the change in the first CGAD filed after the change in level of reporting.
(e)
The review of the CGAD and any additional requests for information must be made through the lead state as determined by the procedures within the most recent Financial Analysis Handbook adopted by the NAIC.
(f)
Insurers providing information substantially similar to the information required by this part 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 the commissioner, or as part of any department request or examination, are not required to duplicate that information in the CGAD, but are only required to cross reference the document in which the information is included.
Added by 2018 Tenn. Acts, ch. 873,s 8, eff. 1/1/2019.