An insurer, or the insurance group of which the insurer is a member, shall on or before June 1 of each year submit to the commissioner a corporate governance annual disclosure that contains the information required under Section 31A-16b-105.
Terms Used In Utah Code 31A-16b-103
board of directors: means the group of persons with responsibility over, or management of, a corporation, however designated. See Utah Code 31A-1-301
a risk distributing arrangement providing for compensation or replacement for damages or loss through the provision of a service or a benefit in kind;
(ii)
a contract of guaranty or suretyship entered into by the guarantor or surety as a business and not as merely incidental to a business transaction; and
(iii)
a plan in which the risk does not rest upon the person who makes an arrangement, but with a class of persons who have agreed to share the risk. See Utah Code 31A-1-301
Insurance group: means the persons that comprise an insurance holding company system. See Utah Code 31A-1-301
Member: means a person having membership rights in an insurance corporation. See Utah Code 31A-1-301
NAIC: means the National Association of Insurance Commissioners. See Utah Code 31A-1-301
Signature: includes a name, mark, or sign written with the intent to authenticate an instrument or writing. See Utah Code 68-3-12.5
State: when applied to the different parts of the United States, includes a state, district, or territory of the United States. See Utah Code 68-3-12.5
(2)
Notwithstanding a request from the commissioner described in Subsection (4), if an insurer is a member of an insurance group, the insurer shall submit the report required under this section to the commissioner of the lead state for the insurance group in accordance with:
(a)
the laws of the lead state; and
(b)
the procedures outlined in the most recent Financial Analysis Handbook adopted by the NAIC.
(3)
The corporate governance annual disclosure described in Subsection (1) shall include a signature:
(a)
of the insurer’s or insurance group’s chief executive officer or corporate secretary; and
(b)
attesting to the best of the signatory’s belief and knowledge that:
(i)
the insurer or insurance group has implemented the corporate governance practices; and
(ii)
a copy of the disclosure has been provided to the insurer’s or insurance group’s board of directors or the appropriate committee thereof.
(4)
An insurer not required to submit a corporate governance annual disclosure under this section shall submit a corporate governance annual disclosure to the commissioner upon the commissioner’s request.
(5)
(a)
For purposes of completing a corporate governance annual disclosure, an insurer or insurance group may provide information regarding corporate governance at one of the following levels:
(i)
at the ultimate controlling parent level;
(ii)
at an intermediate holding company level; or
(iii)
at the individual legal entity level.
(b)
An insurer or insurance group shall consider making each corporate governance annual disclosure at the level at which the insurer or insurance group:
(i)
determines the insurer or insurance group’s risk appetite;
(ii)
(A)
collectively oversees the earnings, capital, liquidity, operations, and reputation of the insurer; and
(B)
coordinates and exercises the supervision of earnings, capital, liquidity, operations, and reputation of the insurer; or
(iii)
places legal liability for failure of general corporate governance duties.
(6)
If an insurer or insurance group chooses a level of reporting described in Subsection (5), it shall indicate:
(a)
which of the three levels the insurer or insurance group chose; and
(b)
explain any subsequent change in the level of reporting.
(7)
An insurer may choose not to include certain information in a corporate governance annual disclosure, if:
(a)
the information is substantially similar to information included in another document submitted to the commissioner, including a proxy statement filed in conjunction with Section 31A-16-105 or another state or federal filing provided to the department; and
(b)
the insurer cross references the document described in Subsection (7)(a) in the corporate governance annual disclosure.
(8)
A review of a corporate governance annual disclosure or any additional request for information related to a corporate governance annual disclosure shall be made through the lead state as determined by the procedures outlined in the most recent Financial Analysis Handbook adopted by the NAIC.
