23-63-2004. Submission of corporate governance annual disclosure to Insurance Commissioner required.

23-63-2004. Submission of corporate governance annual disclosure to Insurance Commissioner required. (a)(1) On or before June 1 of each calendar year, an insurer, or the insurance group of which the insurer is a member, shall submit a corporate governance annual disclosure to the Insurance Commissioner. (2) The corporate governance annual disclosure required under subdivision (a)(1) of this section shall contain the information described in § 23-63-2005. (3) Notwithstanding any request from the commissioner made under subsection (c) of this section, if the insurer is a member of an insurance group, the insurer shall submit according to the laws of the lead state the corporate governance annual disclosure required under this section to the commissioner or regulator of the lead state for the insurance group as determined by the procedures outlined in the most recent Financial Analysis Handbook adopted by the National Association of Insurance Commissioners. (b) A corporate governance annual disclosure shall include the signature of the chief executive officer or corporate secretary of the insurer or insurance group attesting that to the best of that individual's belief and knowledge the insurer has implemented the corporate governance practices and that a copy of the corporate governance annual disclosure has been provided to the insurer's board of directors or the appropriate committee. (c) An insurer that is not required to submit a corporate governance annual disclosure under this section shall do so upon the request of the commissioner. (d)(1) For purposes of completing the corporate governance annual disclosure, an insurer or insurance group may provide information regarding corporate governance 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. (2) The insurer or insurance group is encouraged to make the corporate governance annual disclosure filing at the level that: (A) The insurer's or insurance group's risk appetite is determined; (B) The earnings, capital, liquidity, operations, and reputation of the insurer are overseen collectively, and at which the supervision of those factors is coordinated and exercised; or (C) Legal liability for failure of general corporate governance duties would be placed. (3) When the insurer or insurance group determines the level of reporting based on the criteria described under subdivision (d)(2) of this section, the insurer or insurance group shall indicate which of the three (3) criteria described under subdivision (d)(2) of this section was used to determine the level of reporting and explain any subsequent changes in the level of reporting. (e) The review of the corporate governance annual disclosure and any additional requests for information shall be made through the lead state as determined by the procedures within the most recent Financial Analysis Handbook adopted by the National Association of Insurance Commissioners. (f) An insurer that provides information substantially similar to the information required by this subchapter in other documents that are submitted to the commissioner, including without limitation proxy statements filed in conjunction with Form B requirements or other state or federal filings that are provided to the State Insurance Department, shall not be required to duplicate that information in the corporate governance annual disclosure but is required to document and cross-reference the document that the relevant information is included in with the corporate governance annual disclosure.