Compilation of Rules and Regulations of the State of Georgia › Department 120 - OFFICE OF COMMISSIONER OF INSURANCE, SAFETY FIRE COMMISSIONER AND INDUSTRIAL LOAN COMMISSIONER › Chapter 120-2 - RULES OF COMMISSIONER OF INSURANCE › Subject 120-2-105 - CORPORATE GOVERNANCE ANNUAL DISCLOSURE › Rule 120-2-105-.04 - Filing Procedures

Current through Rules and Regulations filed through June 27, 2024
(a) An insurer, or the insurance group of
				which the insurer is a member, required to file a CGAD by Code Section
				33-65-1
et seq.
,
				shall, no later than June 1 of each calendar year, submit to the Commissioner a
				CGAD that contains the information described in Rule
				120-2-105-.05.
(b) 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 ("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 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.
(d) 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.
(e) Notwithstanding (a) above, and as
				outlined in Code Section
				33-65-3, 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.
(f) An insurer or insurance group may comply
				with this section 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
				120-2-105-.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.
(g) 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.
O.C.G.A.
				  §§
											33-2-9,
				  33-65-4.