Oklahoma Administrative Code › Title 365 - Insurance Department › Chapter 25 - Other Licensees › Subchapter 7 - Companies › Part 19 - ANNUAL FINANCIAL REPORTING › Section 365:25-7-102 - Definitions

Current through Vol. 41, No. 20, July 1, 2024
The following words and terms, when used in this Part 19 of
					 Subchapter 7, shall have the following meaning, unless the context clearly
					 indicated otherwise:
"Accountant"
or
"independent certified
					 public accountant"
means an independent certified public accountant or
					 accounting firm in good standing with the American Institute of Certified
					 Public Accountants (AICPA) and in all states in which he or she is licensed to
					 practice; for Canadian and British companies, it means a Canadian-chartered or
					 British-chartered accountant.
"Affiliate"
of, or person
"affiliated"
with, a specific person, means a person that
					 directly, or indirectly through one or more intermediaries, controls, or is
					 controlled by, or is under common control with, the person specified.
"Audit committee"
means a committee (or
					 equivalent body) established by the board of directors of an entity for the
					 purpose of overseeing the accounting and financial reporting processes of an
					 insurer or group of insurers, the internal audit function of an insurer or
					 group of insurers (if applicable), and external audits of financial statements
					 of the insurer or group of insurers. The audit committee of any entity that
					 controls a group of insurers may be deemed to be the audit committee for one or
					 more of these controlled insurers solely for the purposes of this regulation at
					 the election of the controlling person. Refer to O.A.C. 365:25-7-113(f) for
					 exercising this election. If an audit committee is not designated by the
					 insurer, the insurer's entire board of directors shall constitute the audit
					 committee.
"Audited financial report"
means and includes
					 those items specified in O.A.C. 365:25-7-104 of this regulation.
"Indemnification"
means an agreement of
					 indemnity or a release from liability where the intent or effect is to shift or
					 limit in any manner the potential liability of the person or firm for failure
					 to adhere to applicable auditing or professional standards, whether or not
					 resulting in part from knowing of other misrepresentations made by the insurer
					 or its representatives.
"Independent board member"
means independent
					 board member as described in 365:25-7-113(c).
"Insurer"
means a licensed insurer as defined
					 in 36 O.S. § 103. For purposes of the Oklahoma Annual Financial Report
					 Act, insurer includes but is not limited to fraternal benefit societies, health
					 maintenance organizations, multiple employer welfare arrangements, title
					 insurers, and similar organizations licensed by the Insurance Commissioner.
"Group of insurers"
means those licensed
					 insurers included in the reporting requirements of [insert state law equivalent
					 of the model Insurance Holding Company System Regulatory Act], or a set of
					 insurers as identified by management, for the purpose of assessing the
					 effectiveness of Internal control over financial reporting.
"Internal audit function"
means a person or
					 persons that provide independent, objective and reasonable assurance designed
					 to add value and improve an organization's operations and accomplish its
					 objectives by bringing a systematic, disciplined approach to evaluate and
					 improve the effectiveness of risk management, control and governance processes.
"Internal control over financial reporting"
means a process effected by an entity's board of directors, management and
					 other personnel designed to provide reasonable assurance regarding the
					 reliability of the financial statements, i.e., those items specified in O.A.C.
					 365:25-7-104(b) -(g) of this regulation and includes those policies and
					 procedures that; pertain to the maintenance of records that, in reasonable
					 detail, accurately and fairly reflect the transactions and dispositions of
					 assets; provide reasonable assurance that transactions are recorded as
					 necessary to permit preparation of the financial statements, i.e., those items
					 specified in O.A.C. 365:25-7-104(b) -(g) of this regulation and that receipts
					 and expenditures are being made only in accordance with authorizations of
					 management and directors; and provide reasonable assurance regarding prevention
					 or timely detection of unauthorized acquisition, use or disposition of assets
					 that could have a material effect on the financial statements, i.e., those
					 items specified in O.A.C. 365:25-7-104(b) -(g) of this regulation.
"SEC"
means the United States Securities and
					 Exchange Commission.
"Section 404"
means Section 404 of the
					 Sarbanes-Oxley Act of 2002 and the SEC's rules and regulations promulgated
					 thereunder.
"Section 404 Report"
means management's report
					 on " internal control over financial reporting" as defined by the SEC and the
					 related attestation report of the independent certified public accountant as
					 described in O.A.C. 365:25-7-102.
"SOX Compliant Entity"
means an entity that
					 either is required to be compliant with, or voluntarily is compliant with, all
					 of the following provisions of the Sarbanes-Oxley Act of 2002: (i) the
					 preapproval requirements of Section 201 (Section 10A(i) of the Securities
					 Exchange Act of 1934); (ii) the Audit committee independence requirements of
					 Section 301 (Section 10A(m)(3) of the Securities Exchange Act of 1934); and
					 (iii) the Internal control over financial reporting requirements of Section 404
					 (Item 308 of SEC Regulation S-K).