Mississippi Administrative Code › Title 19 - Department of Insurance › Part 1 - General › Chapter 43 - Corporate Governance Annual Disclosure Regulation › Rule 19-1-43.04 - Filing Procedures

Current through June 25, 2024
A. An insurer, or
				the insurance group of which the insurer is a member, required to file a CGAD
				pursuant to the provisions of House Bill 324, 2019 Regular Legislative Session,
				shall, no later than June 1 of each calendar year, submit to the Commissioner a
				CGAD that contains the information described in Rule 43.05 of this regulation.
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 (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 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 Subsection A of this
				Section, and as outlined in Rule 43.03 of the Corporate Governance Annual
				Disclosure Model Act, 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 43.05. 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.
Miss. Code Ann.
				  §§ 83-5-7-1 through 83-5-717