Rhode Island Code of Regulations › Title 230 - Department of Business Regulation › Chapter 20 - Insurance › Subchapter 45 - Financial Standards and Corporate Operations › Part 11 - Corporate Governance (230-RICR-20-45-11) › Section 230-RICR-20-45-11.4 - Filing Procedures

Current through June 14, 2024
A. An insurer, or
				  the insurance group of which the insurer is a member, required to file a CGAD
				  by the R.I. Gen Laws §
										27-1.2-3, shall, no later than
				  June 1 of each calendar year, submit to the Commissioner a CGAD that contains
				  the information described in §
										11.5   of this Part.
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 §
										11.4(A)   of this
				  Part, and as outlined in Section  3   of the Corporate Governance Annual
				  Disclosure Model Act, 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 §
										11.4   of this Part 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
				  §
										11.5   of this Part. 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.