Alabama Administrative Code › Title 482 - ALABAMA DEPARTMENT OF INSURANCE › Chapter 482-1-166 - CORPORATE GOVERNANCE ANNUAL DISCLOSURE › Section 482-1-166-.04 - Filing Procedures

Current through Register Vol. 42, No. 9, June 28, 2024
(1) An
			 insurer, or the insurance group of which the insurer is a member, required to
			 file a CGAD by Chapter 29B of the Alabama Insurance Code, beginning with
			 Section 27-29B-1, shall, no later than
			 June 1 of each calendar year, submit to the Commissioner a CGAD that contains
			 the information described in Rule
			 482-1-166-.05.
(2) The CGAD must include a signature of the
			 insurer's or insurance group's chief executive officer or corporate secretary
			 attesting to the best of that individual's belief and knowledge that the
			 insurer or insurance group has implemented the corporate governance practices
			 and that a copy of the CGAD has been provided to the insurer's or insurance
			 group's Board of Directors (hereafter "Board") or the appropriate committee
			 thereof.
(3) The insurer or
			 insurance group shall have discretion regarding the appropriate format for
			 providing the information required by these regulations and is permitted to
			 customize the CGAD to provide the most relevant information necessary to permit
			 the Commissioner to gain an understanding of the corporate governance
			 structure, policies and practices utilized by the insurer or insurance
			 group.
(4) For purposes of
			 completing the CGAD, the insurer or insurance group may choose to provide
			 information on governance activities that occur 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 criteria was used to determine the level of reporting and
			 explain any subsequent changes in level of reporting.
(5) Notwithstanding paragraph (1), and as
			 outlined in Section
			 27-29B-3, if the CGAD is completed
			 at the insurance group level, then it must be filed with the lead state of the
			 group as determined by the procedures outlined in the most recent Financial
			 Analysis Handbook adopted by the NAIC. In these instances, a copy of the CGAD
			 must also be provided to the chief regulatory official of any state in which
			 the insurance group has a domestic insurer, upon request.
(6) An insurer or insurance group may comply
			 with this rule by referencing other existing documents (e.g., ORSA Summary
			 Report, Holding Company Form B or F Filings, Securities and Exchange Commission
			 (SEC) Proxy Statements, foreign regulatory reporting requirements, etc.) if the
			 documents provide information that is comparable to the information described
			 in Rule 482-1-166-.05. The insurer or
			 insurance group shall clearly reference the location of the relevant
			 information within the CGAD and attach the referenced document if it is not
			 already filed or available to the regulator.
(7) Each year following the initial filing of
			 the CGAD, the insurer or insurance group shall file an amended version of the
			 previously filed CGAD indicating where changes have been made. If no changes
			 were made in the information or activities reported by the insurer or insurance
			 group, the filing should so state.
Author:
Commissioner of Insurance
Statutory Authority:
Code of Ala.
				  1975
, §§
										27-2-17,
				  27-29B-4.