Or. Admin. Code § 836-011-0110 - Definitions
As used in OAR 836-011-0100 to 836-011-0230:
(1) "Accountant" or "independent certified
public accountant" means an independent certified public accountant or
accounting firm in good standing with the American Institute of Certified
Public Accountants and in each state in which the accountant or accounting firm
is licensed to practice. For a Canadian or British insurer, the term means a
Canadian-chartered or a British-chartered accountant.
(2) An "affiliate" of, or a person
"affiliated" with, a specific person, is a person that directly, or indirectly
through one or more intermediaries, controls or is controlled by, or is under
common control with, the person specified.
(3) "Audit committee" means a committee or
equivalent body established by the board of directors of an entity for the
purpose of overseeing the accounting and financial reporting processes of an
insurer or group of insurers, the Internal audit function of an insurer or
group of insurers (if applicable), and external audits of financial statements
of the insurer or group of insurers. The audit committee of an entity that
controls a group of insurers may be considered to be the audit committee for
one or more of the controlled insurers solely for the purposes of OAR
836-011-0100 to
836-011-0230 at the election of
the controlling person.
836-011-0223(6)
governs the exercise of this election. If an audit committee is not designated
by the insurer, the insurer's entire board of directors constitutes the audit
committee.
(4) "Audited financial
report" means a report that includes the items specified in OAR
836-011-0140.
(5) "Group of insurers" means those
authorized insurers included in the reporting requirements of ORS
732.517 to
732.592, or a set of insurers as
identified by management, for the purpose of assessing the effectiveness of
internal control over the financial reporting.
(6) "Internal audit function" means a person
or persons that provide independent, objective and reasonable assurance
designed to add value and improve an organization's operations and accomplish
its objectives by bringing a systematic, disciplined approach to evaluate and
improve the effectiveness of risk management, control and governance
processes.
(7) "Indemnification"
means an agreement of indemnity or a release from liability when the intent or
effect is to shift or limit in any manner the potential liability of the person
or firm for failure to adhere to applicable auditing or professional standards,
whether or not resulting in part from knowing of other misrepresentations made
by the insurer or its representatives.
(8) "Independent board member" has the same
meaning given the term in OAR
836-011-0223(4).
(9) "Internal control over financial
reporting" means a process effected by an entity's board of directors,
management and other personnel designed to provide reasonable assurance
regarding the reliability of the financial statements, i.e., those items
specified in OAR 836-011-0140(2) and
(3), except for
836-011-0140(2)(a),
and includes those policies and procedures that:
(a) Pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of assets;
(b) Provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of the financial statements, i.e., those items specified in OAR
836-011-0140(2) and
(3), except for
836-011-0140(2)(a),
and that receipts and expenditures are being made only in accordance with
authorizations of management and directors; and
(c) Provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition
of assets that could have a material effect on the financial statements, i.e.,
those items specified in OAR
836-011-0140(2) and
(3), except for
836-011-0140(2)(a).
(10) SEC" means the United States
Securities and Exchange Commission.
(11) "Section 404" means Section 404 of the
Sarbanes-Oxley Act of 2002 and the SEC's rules and regulations promulgated
thereunder.
(12) "Section 404
Report" means management's report on "internal control over financial
reporting" as defined by the SEC and the related attestation report of the
independent certified public accountant as described in section (1) of this
rule.
(13) "SOX Compliant Entity"
means an entity that either is required to be compliant with, or voluntarily is
compliant with, all of the following provisions of the Sarbanes-Oxley Act of
2002:
(i) the preapproval requirements of
Section 201 (Section 10A(i) of the Securities Exchange Act of 1934);
(ii) the Audit committee independent
requirements of Section 301 (Section 10A(m)(3) of the Securities Exchange Act
of 1934); and
(iii) the Internal
control over financial reporting requirements of Section 404 (Item 308 of SEC
Regulation S-K).
Notes
Statutory/Other Authority: ORS 731.244 & 731.488
Statutes/Other Implemented: ORS 731.488
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