Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 186 - CORPORATE GOVERNANCE ANNUAL DISCLOSURE › Section 16-186-103 - Filing Procedures

Current through June, 2024
(a) An insurer, or
			 the insurance group of which the insurer is a member, required to file a
			 corporate governance annual disclosure by section
			 431:3G-103,
			 HRS, shall, no later than June 1 of each calendar year, submit to the
			 Commissioner a corporate governance annual disclosure that contains the
			 information described in section 16-186-104, Hawaii Administrative
			 Rules.
(b) The corporate governance
			 annual disclosure 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 corporate
			 governance annual disclosure has been provided to the insurer's or insurance
			 group's board of directors (hereafter "board") or the appropriate committee
			 thereof.
(c) 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 corporate governance annual disclosure 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.
(d) For purposes of completing the corporate
			 governance annual disclosure, 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, 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 corporate governance annual
			 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.
(e) Notwithstanding subsection (a), and as
			 outlined in section
			 431:3G-103,
			 HRS, if the corporate governance annual disclosure 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 National Association of Insurance Commissioners. In
			 these instances, a copy of the corporate governance annual disclosure must also
			 be provided to the chief regulatory official of any state in which the
			 insurance group has a domestic insurer, upon request.
(f) An insurer or insurance group may comply
			 with this section by referencing other existing documents including, but not
			 limited to Own Risk and Solvency Assessment Summary Report, Holding Company
			 Form B or F Filings, Securities and Exchange Commission Proxy Statements, or
			 foreign regulatory reporting requirements, if the documents provide information
			 that is comparable to the information described in section 16-186-104, Hawaii
			 Administrative Rules. The insurer or insurance group shall clearly reference
			 the location of the relevant information within the corporate governance annual
			 disclosure and attach the referenced document if it is not already filed or
			 available to the regulator.
(g)
			 Each year following the initial filing of the corporate governance annual
			 disclosure, the insurer or insurance group shall file an amended version of the
			 previously filed corporate governance annual disclosure 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.