(a) An insurer, or the insurance group of
which the insurer is a member, required to file a corporate governance annual
disclosure under AS 21.09.400-AS 21.09.460, shall, no later than June 1 of each
calendar year, submit to the director a corporate governance annual disclosure
that contains the information described in 3 AAC 21.790.
(b) The corporate governance annual
disclosure 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 corporate
governance annual disclosure has been provided to the insurer's or insurance
group's board of directors or the appropriate committee.
(c) 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 corporate
governance annual disclosure to provide the most relevant information necessary
to permit the director to gain an understanding of the insurer or insurer
groups corporate governance structure, policies, and practices utilized by the
insurer or insurance group.
purposes of completing the corporate governance annual disclosure, 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 corporate governance
annual disclosure 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.
(e) An insurer or insurance group may comply
with this section by referencing other existing documents (e.g., Own Risk and
Solvency Assessment (ORSA) Summary Report, Holding Company Form B or F Filings,
Securities and Exchange Commission (SEC) Proxy Statements, or foreign
regulatory reporting requirements,.) if the documents provide information that
is comparable to the information described in 3 AAC 21.790. The insurer or
insurance group shall clearly reference the location of the relevant
information within the corporate governance annual disclosure and attach the
referenced document if it is not already filed or available to the
(f) Each year following
the initial filing of the corporate governance annual disclosure, the insurer
or insurance group shall file an amended version of the previously filed
corporate governance annual disclosure 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.