Iowa Administrative Code › Agency 191 - Insurance Division › Regulated Industries › Chapter 111 - Corporate Governance Annual Disclosure › Rule 191-111.4 - Filing Procedures

Current through Register Vol. 47, No. 3, July 24, 2024
(1) An
				insurer, or the insurance group of which the insurer is a member, required to
				file a corporate governance annual disclosure by 2016 Iowa Code section
				521H3.
				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 rule 191-111.5 (521H).
(2) 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 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 rules 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 and of the policies and practices utilized
				by the insurer or insurance group.
(4) 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
				disclosure at the level at which the insurer's or insurance group's risk
				appetite is determined, or 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 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 one of the three
				criteria was used to determine the level of reporting and explain any
				subsequent changes in the level of reporting.
(5) 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 this instance, a copy of the corporate
				governance annual disclosure must also, upon request, be provided to the chief
				regulatory official of any state in which the insurance group has a domestic
				insurer.
(6) An insurer or
				insurance group may comply with this rule by referencing the most recently
				filed version of other existing documents including, but not limited to, own
				risk and solvency assessment summary report, insurance holding company system
				annual registration report (Form B), enterprise risk report (Form F),
				Securities and Exchange Commission proxy statements, and foreign regulatory
				reporting requirements if the documents provide information that is comparable
				to the information described in rule 191-111.5 (521H). The insurer or insurance
				group shall clearly reference within the corporate governance annual disclosure
				the location of the relevant information and attach the reference document if
				it is not already filed or available to the regulator.
(7) 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.