Oregon Administrative Rules › Chapter 836 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, INSURANCE REGULATION › Division 11 - ANNUAL STATEMENTS AND REPORTS BY INSURERS › Section 836-011-0022 - Filing Procedures

Current through Register Vol. 63, No. 7, July 1, 2024
(1) An
			 insurer, or the insurance group of which the insurer is a member, required to
			 file a CGAD by the Corporate Governance Annual Disclosure Model Act shall no
			 later than June 1 of each calendar year, submit to the director a CGAD that
			 contains the information described in 836-011-0024  of these
			 regulations.
(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 (hereafter "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 regulations 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
			 criteria was used to determine the level of reporting and explain any
			 subsequent changes in level of reporting.
(5) Notwithstanding Subsection (1) of this
			 Section, 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 the director adopts by rule after considering the procedures
			 outlined in a Financial Analysis Handbook that the NAIC has adopted. 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 Section 5. The insurer or insurance group shall
			 clearly reference the location of the relevant information within the CGAD and
			 attach the referenced documents 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.
Statutory/Other Authority: ORS
				  731.244
Statutes/Other Implemented: 2017 Oregon Laws, Chapter 479,
				  Section 5 (Enrolled Senate Bill 97)