(a) (1) Not later than June 1 each calendar year beginning in 2020, an insurer or the insurance group of which the insurer is a member and for which the State is the lead state shall submit to the Commissioner a Corporate Governance Annual Disclosure that is in the form and contains the information required by regulation. (2) If an insurer is a member of an insurance group and the State is not the lead state for the insurance group, as determined by the procedures specified in the most recent Financial Analysis Handbook adopted by the NAIC, the insurer shall submit a CGAD to the commissioner of the lead state for the insurance group, in accordance with the laws of the lead state. (b) A CGAD submitted under subsection (a) of this section shall include a signature of the chief executive officer or corporate secretary of the insurer or the insurance group of which the insurer is a member attesting, to the best of that individual's belief and knowledge, that: (1) the insurer has implemented a corporate governance structure, policies, and practices; and (2) a copy of the CGAD has been provided to the insurer's board of directors or the appropriate committee of the board of directors. (c) On request of the Commissioner, an insurer that is not required to submit a CGAD under subsection (a)(1) of this section shall submit a CGAD to the Commissioner. (d) (1) Depending on how an insurer or the insurance group of which the insurer is a member has structured its corporate governance system, the insurer or insurance group submitting a CGAD to the Commissioner may provide information regarding its corporate governance structure at: (i) the ultimate controlling parent level; (ii) an intermediate holding company level; or (iii) the individual legal entity level. (2) In determining the level for which information will be provided under paragraph (1) of this subsection, the insurer or insurance group may consider the following criteria: (i) the level at which the insurer's or insurance group's risk appetite is determined; (ii) the level at which factors, such as earnings, capital, liquidity, operations, and reputation of the insurer, are overseen collectively, and at which level the supervision of those factors is coordinated and exercised; or (iii) the level at which legal liability for failure of general corporate governance duties would be placed. (3) If the insurer or insurance group determines the level of reporting based on the criteria listed under paragraph (2) of this subsection, the insurer or insurance group shall indicate which of the three criteria was used to determine the level of reporting and explain any subsequent changes in the level for which information is provided. (e) If a CGAD is submitted to a lead state under subsection (a)(2) of this section, a review of the CGAD and any additional requests for information shall be made through the lead state, as determined by the procedures specified in the most recent Financial Analysis Handbook adopted by the NAIC. (f) An insurer that includes information substantially similar to the information required under this subtitle in another document submitted to the Commissioner, including proxy statements filed in conjunction with Form B requirements, or other state or federal filings provided to the Administration: (1) may not be required to duplicate the information in a CGAD; and (2) shall cross-reference in the CGAD the other document in which the information is included.
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