5. a. An insurer, or the insurance group of which the insurer is a member, shall, no later than June 1 of each calendar year, submit to the commissioner a corporate governance annual disclosure that contains the information described in subsection b. of section 6 of this act. Notwithstanding any request from the commissioner made pursuant to subsection c. of this section, if the insurer is a member of an insurance group, the insurer shall submit the report required by this section to the commissioner of the lead state, or group-wide supervisor as defined by section 8 of P.L.2014, c.81 (C. 17:27A-5.2), if applicable, for the insurance group, in accordance with the laws of that state, as determined by the procedures outlined in the most recent Financial Analysis Handbook adopted by the NAIC.

b. The disclosure shall include a signature of the insurer or insurance group’s chief executive officer or corporate secretary 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.

c. An insurer not required to submit a disclosure under this section shall do so upon the commissioner’s request.

d. For purposes of completing the disclosure, the insurer or insurance group may provide information regarding corporate governance at the ultimate controlling parent level, an intermediate holding company level, 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 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 criteria was used to determine the level of reporting and explain any subsequent changes in level of reporting.

e. The review of the disclosure and any additional requests for information shall be made through the lead state, or group-wide supervisor as defined by section 8 of P.L.2014, c.81 (C. 17:27A-5.2), if applicable, as determined by the procedures within the most recent Financial Analysis Handbook adopted by the NAIC.

f. Insurers providing information substantially similar to the information required by this act in other documents provided to the commissioner, including proxy statements filed in conjunction with registration statements filed pursuant to section 3 of P.L.1970, c.22 (C. 17:27A-3), known as “Form B filings,” or other state or federal filings provided to this department shall not be required to duplicate that information in the disclosure, but shall only be required to cross reference the document in which the information is included.

L.2019, c.350, s.5.