Oklahoma Administrative Code › Title 365 - Insurance Department › Chapter 25 - Other Licensees › Subchapter 7 - Companies › Part 17 - CORPORATE GOVERANCE › Section 365:25-7-93 - Filing procedures

Current through Vol. 41, No. 20, July 1,
				  2024
(a) An insurer, or
				  the insurance group of which the insurer is a member, required to file a CGAD
				  by Article 15b of Tile 36 of the Oklahoma Statutes shall, no later than June 1
				  of each calendar year, submit to the Commissioner a CGAD that contains the
				  information described in O.A.C. 365:25-7-94.
(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 36 O.S. § 1536, 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 O.A.C. 365:25-7-94. 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.