Virginia Administrative Code › Title 14 - INSURANCE › Agency 5 - STATE CORPORATION COMMISSION, BUREAU OF INSURANCE › Chapter 265 - RULES GOVERNING CORPORATE GOVERNANCE ANNUAL DISCLOSURES › Section 14VAC5-265-30 - Filing procedures

Current through Register Vol. 40, No. 24, July 15, 2024
A. An
				insurer, or the insurance group of which the insurer is a member, required to
				file a CGAD by the Act shall, no later than June 1 of each calendar year,
				submit to the commission a CGAD that contains the information described in
				14VAC5-265-40.
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 or the appropriate
				committee thereof.
C. The insurer
				or insurance group shall have discretion regarding the appropriate format for
				providing the information required by this chapter and is permitted to
				customize the CGAD to provide the most relevant information, appropriate to the
				nature, scale, and complexity of the operations of the insurer or insurance
				group that is necessary to permit the commission 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, 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 (i) the insurer's or insurance group's risk appetite is determined; (ii)
				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 (iii) the 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, if the CGAD is completed at the insurance group level, then it must be
				filed with the lead state of the group in accordance with §
									38.2-1334.12
				of the Code of Virginia. In these instances, a copy of the CGAD must also be
				provided to the chief insurance 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., Own Risk and
				Solvency Assessment Summary Report, Holding Company Form B or F Filings,
				Securities and Exchange Commission Proxy Statements, foreign regulatory
				reporting requirements, etc.) if the documents provide information that is
				comparable to the information described in 14VAC5-265-40. 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 commission.
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.
Statutory Authority §§
											12.1-13
					 and
					 38.2-223
					 of the Code of Virginia.