Missouri Code of State Regulations › Title 20 - DEPARTMENT OF COMMERCE AND INSURANCE › Division 200 - Insurance Solvency and Company Regulation › Chapter 21 - Corporate Governance Annual Disclosure › Section 20 CSR 200-21.400 - Filing Procedures

Current through Register Vol. 49, No. 14, July 15, 2024
PURPOSE: This rule sets forth the procedures for
				  filing the Corporate Governance Annual Disclosure (CGAD), deemed necessary by
				  the director to carry out the provisions of sections
				  3751025.,
				  3751052.,
				  3751056., 375.1058 and
				  382.600-382.640. RSMo. The information in this rule is declared necessary and
				  appropriate in the public interest and for the protection of the policy holders
				  of this state.
(1) An
				insurer, or the insurance group of which the insurer is a member, required to
				file a CGAD by the sections 382.600-382.640, RSMo shall, no later than June 1
				of each calendar year, submit to the director a CGAD that contains the
				information described in 20 CSR 200-21.500 of these rules.
(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 (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 rules and is permitted to customize
				the CGAD to provide the most relevant information necessary to permit the
				director 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 (3)
				criteria was used to determine the level of reporting and explain any
				subsequent changes in level of reporting.
(5) Notwithstanding section (1) of this rule,
				and as outlined in section 382.610.1, 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 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 20 CSR 200-21.500. 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.