31A-16b-103. Disclosure requirement. (1) An insurer, or the insurance group of which the insurer is a member, shall on or before June 1 of each year submit to the commissioner a corporate governance annual disclosure that contains the information required under Section 31A-16b-105. (2) Notwithstanding a request from the commissioner described in Subsection (4), if an insurer is a member of an insurance group, the insurer shall submit the report required under this section to the commissioner of the lead state for the insurance group in accordance with: (a) the laws of the lead state; and (b) the procedures outlined in the most recent Financial Analysis Handbook adopted by the NAIC. (3) The corporate governance annual disclosure described in Subsection (1) shall include a signature: (a) of the insurer's or insurance group's chief executive officer or corporate secretary; and (b) attesting to the best of the signatory's belief and knowledge that: (i) the insurer or insurance group has implemented the corporate governance practices; and (ii) a copy of the disclosure has been provided to the insurer's or insurance group's board of directors or the appropriate committee thereof. (4) An insurer not required to submit a corporate governance annual disclosure under this section shall submit a corporate governance annual disclosure to the commissioner upon the commissioner's request. (5) (a) For purposes of completing a corporate governance annual disclosure, an insurer or insurance group may provide information regarding corporate governance at one of the following levels: (i) at the ultimate controlling parent level; (ii) at an intermediate holding company level; or (iii) at the individual legal entity level. (b) An insurer or insurance group shall consider making each corporate governance annual disclosure at the level at which the insurer or insurance group: (i) determines the insurer or insurance group's risk appetite; (ii) (A) collectively oversees the earnings, capital, liquidity, operations, and reputation of the insurer; and (B) coordinates and exercises the supervision of earnings, capital, liquidity, operations, and reputation of the insurer; or (iii) places legal liability for failure of general corporate governance duties. (6) If an insurer or insurance group chooses a level of reporting described in Subsection (5), it shall indicate: (a) which of the three levels the insurer or insurance group chose; and (b) explain any subsequent change in the level of reporting. (7) An insurer may choose not to include certain information in a corporate governance annual disclosure, if: (a) the information is substantially similar to information included in another document submitted to the commissioner, including a proxy statement filed in conjunction with Section 31A-16-105 or another state or federal filing provided to the department; and (b) the insurer cross references the document described in Subsection (7)(a) in the corporate governance annual disclosure. (8) A review of a corporate governance annual disclosure or any additional request for information related to a corporate governance annual disclosure shall be made through the lead state as determined by the procedures outlined in the most recent Financial Analysis Handbook adopted by the NAIC.
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