20 CSR 200-21.400 - Filing Procedures
(1) An insurer, or the insurance group of
which the insurer is a member, required to file a CGAD by the sections
382.600382.640, RSMo shall, no later than June 1 of each calendar year, submit
to the director a CGAD that contains the information described in
20 CSR
200-21.500 of these rules.
(2) The CGAD 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 CGAD has been provided to the insurer's or insurance
group's Board of Directors (board) or the appropriate committee
thereof.
(3) The insurer or
insurance group shall have discretion regarding the appropriate format for
providing the information required by these rules and is permitted to customize
the CGAD to provide the most relevant information necessary to permit the
director to gain an understanding of the corporate governance structure,
policies, and practices utilized by the insurer or insurance group.
(4) For purposes of completing the CGAD, 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 and/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 CGAD
disclosures 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 (3)
criteria was used to determine the level of reporting and explain any
subsequent changes in level of reporting.
(5) Notwithstanding section (1) of this rule,
and as outlined in section 382.610.1, RSMo, if the CGAD is completed at the
insurance group level, then it must be filed with the lead state of the group
as determined by the procedures outlined in the most recent Financial Analysis
Handbook adopted by the NAIC. In these instances, a copy of the CGAD must also
be provided to the chief regulatory official of any state in which the
insurance group has a domestic insurer, upon request.
(6) An insurer or insurance group may comply
with this section by referencing other existing documents (e.g., ORSA Summary
Report, Holding Company Form B or F Filings, Securities and Exchange Commission
(SEC) Proxy Statements, foreign regulatory reporting requirements, etc.) if the
documents provide information that is comparable to the information described
in 20 CSR 20021.500. The insurer or insurance group shall clearly reference the
location of the relevant information within the CGAD and attach the referenced
document if it is not already filed or available to the regulator.
(7) Each year following the initial filing of
the CGAD, the insurer or insurance group shall file an amended version of the
previously filed CGAD 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.
Notes
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