CORPORATE GOVERNANCE ANNUAL DISCLOSURE
41-6403. DISCLOSURE REQUIREMENT. (1) A domestic insurer, or the insurance group of which the domestic insurer is a member, shall, no later than June 1 of each calendar year, submit to the director a corporate governance annual disclosure (CGAD) that contains the information described in section 41-6404, Idaho Code. Absent a request from the director pursuant to subsection (3) of this section, an insurance group is not required to submit the CGAD if Idaho is not the lead state for the insurance group, as determined by the procedures outlined in the most recent national association of insurance commissioners’ (NAIC) financial analysis handbook adopted by the director by rule, administrative order or bulletin.
(2) The CGAD must include a signature of the insurer or insurance group’s chief executive officer or corporate secretary, attorney in fact, executive administrator, or other officer having responsibility for the insurer’s or insurance group’s compliance with governance structure, practices and policies attesting to the best of that individual’s belief and knowledge that the insurer has implemented the corporate governance practices and that a copy of the disclosure has been provided to the insurer’s board of directors or the appropriate committee thereof.
(3) An insurer or insurance group not required to submit a CGAD under subsection (1) of this section shall do so upon the director’s request.
(4) For purposes of completing the CGAD, the insurer or insurance group may provide information regarding corporate governance 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 the level of reporting.
(5) The review of the CGAD and any additional requests for information shall be made through the lead state as determined by the procedures within the most recent financial analysis handbook referenced in subsection (1) of this section.
(6) Insurers providing information substantially similar to the information required by this chapter in other documents provided to the director, including proxy statements filed in conjunction with form B requirements or other state or federal filings provided to the department, shall not be required to duplicate that information in the CGAD but shall only be required to cross-reference the document in which the information is included.
[41-6403, added 2017, ch. 77, sec. 1, p. 210.]