02-031 C.M.R. ch. 235, § 16 - SOX-Compliant Insurers

A. For purposes of this Section, a "SOX-Compliant Insurer" means an insurer that complies, or is a direct or indirect wholly-owned subsidiary of an entity that complies, with all of the following provisions of the Sarbanes-Oxley Act of 2002: the preapproval requirements of Section 201 (Subsection 10 A(i) of the Securities Exchange Act of 1934); the audit committee independence requirements of Section 301 (Paragraph 10A(m)(3) of the Securities Exchange Act of 1934); and the internal control assessment requirements of Section 404. An insurer that is not directly or indirectly subject to these provisions of the Sarbanes-Oxley Act may elect to be treated as a SOX-Compliant Insurer by demonstrating to the satisfaction of the Superintendent that it or its direct or indirect parent complies voluntarily with these provisions.

B. A SOX-Compliant Insurer's compliance with the provisions set forth in Subsection A shall constitute compliance with the Audit Committee requirements of Section 13 and the preapproval requirements of Subsection 6(H).

C. In satisfaction of the internal control reporting requirements of Section 10, a SOX-Compliant Insurer may file its or its parent's Section 404 Report, meaning management's report on "internal control over financial reporting" (as defined by the Securities and Exchange Commission) together with the related attestation report of the independent certified public accountant, as prepared in compliance with Section 404 of the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder by the Securities and Exchange Commission, along with either:

(1) A positive statement by management that the scope of the Section 404 Report encompasses all material processes (e.g., assessments, accounting treatments, permitted practices, internal controls, or other internal reporting processes) having a material impact on the preparation of the insurer's or group's audited statutory financial statements filed pursuant to Subsections 3(B) through 3(F) of this Rule; or

(2) A report prepared in compliance with Subsection 10(C) on all material processes having a material impact on the preparation of the insurer's or group's audited statutory financial statements that were not covered by the Section 404 Report.

Notes

02-031 C.M.R. ch. 235, § 16