North Dakota Administrative Code › Title 45 - Insurance, Commissioner of › Article 45-03 - Regulation of Insurance Companies › Chapter 45-03-25 - CORPORATE GOVERNANCE ANNUAL DISCLOSURE MODEL REGULATION › Section 45-03-25-04 - Filing procedures

Current through Supplement No. 393, July, 2024
1. An insurer, or
				the insurance group of which the insurer is a member, required to file a
				corporate governance annual disclosure pursuant to North Dakota Century Code
				chapter 26.1-10.3, no later than June first of each calendar year, shall submit
				to the commissioner a corporate governance annual disclosure that contains the
				information described in section
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 board or the appropriate committee thereof.
3. The insurer or insurance group has
				discretion regarding the appropriate format for providing the information
				required by these regulations and may 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,
				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, or both, 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
				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 the level of reporting.
5. Notwithstanding subsection 1, and as
				outlined in North Dakota Century Code section 26.1-10.3-02, if the corporate
				governance annual disclosure is completed at the insurance group level, 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 these instances, a copy of the
				corporate governance annual disclosure also must 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., own risk and solvency assessment summary report,
				holding company form B or F filings, securities and exchange commission proxy
				statements, or foreign regulatory reporting requirements) if the documents
				provide information comparable to the information described in subsection 5.
				The insurer or insurance group clearly shall reference the location of the
				relevant information within the corporate governance annual disclosure 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 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.
General Authority:
NDCC 26.1-10.3
Law Implemented:
NDCC 26.1-10.3