23-63-503. Definitions.

23-63-503. Definitions. As used in this subchapter: (1) “Affiliate” of or person “affiliated” with a specific person means a person that directly or indirectly through one (1) or more intermediaries controls, is controlled by, or is under common control with the person specified; (2)(A) “Control” or “controlling” means the direct or indirect possession of the power to direct or cause the direction of the management and policies of a person unless the power is due to an official position or corporate office: (i) Through the ownership of voting securities; (ii) By contract other than a commercial contract for goods or nonmanagement services; or (iii) Otherwise. (B)(i) Control is presumed to exist if a person directly or indirectly owns, controls, holds with the power to vote, or holds proxies representing ten percent (10%) or more of the voting securities of another person. (ii) This presumption may be rebutted by a showing that control does not exist in fact. (C) After furnishing notice to the persons and the opportunity to be heard, the Insurance Commissioner may determine that control exists in fact, notwithstanding the absence of a presumption to that effect; (3)(A) “Enterprise risk” means any activity, circumstance, event, or series of events involving at least one (1) affiliate of an insurer that, if not remedied, are likely to have a material adverse effect on the financial condition or liquidity of the insurer or the insurer's insurance holding company as a whole. (B) “Enterprise risk” includes without limitation any action that may cause: (i) An insurer's risk-based capital to fall into company action level under: (a) The Risk-Based Capital Act, § 23-63-1301 et seq.; and (b) Section 23-63-1501 et seq.; or (ii) An insurer to be in a hazardous financial condition under State Insurance Department Rule 53; (4) “Group-wide supervisor” means a regulatory official authorized to conduct and coordinate group-wide supervision activities who is acknowledged by the commissioner under § 23-63-532 to have sufficient and significant contacts with the internationally active insurance group; (5) An “insurance holding company system” consists of two (2) or more affiliated persons, one (1) or more of which is an insurer. However, for purposes of this subchapter, the term shall not be deemed to include a domestic insurer or domestic holding company system authorized and doing business solely in this state and which is not affiliated with a foreign or alien insurer; (6) “Insurer” means the same as defined in § 23-60-102, but “insurer” does not include: (A) Agencies, authorities, or instrumentalities of the United States, its possessions and territories, the Commonwealth of Puerto Rico, the District of Columbia, or a state or political subdivision of a state; (B) Fraternal benefit societies; or (C) Nonprofit hospital and medical service corporations; (7) “Internationally active insurance group” means an insurance holding company system that: (A) Includes at least one (1) insurer registered under § 23-63-514; (B) Has premiums written in at least three (3) countries; (C) Has a percentage of gross premiums written outside the United States of at least ten percent (10%) of the insurance holding company system's total gross written premiums; and (D) Based on a three-year rolling average, the total assets of the insurance holding company system are at least fifty billion dollars ($50,000,000,000) or the total gross written premiums of the insurance holding company system are at least ten billion dollars ($10,000,000,000); (8)(A) “Person” includes a corporation, partnership, association, joint-stock company, business trust, unincorporated organization, depository corporation, a similar entity, or a combination of these entities acting in concert. (B) “Person” does not include a securities broker performing no more than the usual and customary broker's function. (C) “Person” includes an individual as that term is used in § 23-63-506; (9) “Security holder” means a person who owns a security of a named person, including: (A) Common stock; (B) Preferred stock; (C) Debt obligations; and (D) Any other security convertible into or evidencing the right to acquire these securities; (10) “Subsidiary” means an affiliate of a named person controlled by the person through one (1) or more intermediaries; and (11) “Voting security” includes a security convertible into or evidencing a right to acquire a voting security.