Filing Procedures

PURPOSE: This rule sets forth the procedures for filing the Corporate Governance Annual Disclosure (CGAD), deemed necessary by the director to carry out the provisions of sections 375.1025, 375.1052, 375.1056, 375.1058 and 382.600-382.640. RSMo. The information in this rule is declared necessary and appropriate in the public interest and for the protection of the policy holders of this state. (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. AUTHORITY: sections 382.615.2 and 382.635, RSMo Supp. 2018.* Original rule filed March 8, 2019, effective Sept. 30, 2019. *Original authority: 382.615, RSMo 2018 and 382.635, RSMo 2018.