(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.
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Terms Used In Utah Code 31A-16b-103

  • board of directors: means the group of persons with responsibility over, or management of, a corporation, however designated. See Utah Code 31A-1-301
  • Corporate governance annual disclosure: means a report an insurer or insurance group files in accordance with the requirements of Chapter 16b, Corporate Governance Annual Disclosure Act. See Utah Code 31A-1-301
  • Department: means the Insurance Department. See Utah Code 31A-1-301
  • Filed: means that a filing is:
              (69)(a)(i) submitted to the department as required by and in accordance with applicable statute, rule, or filing order;
              (69)(a)(ii) received by the department within the time period provided in applicable statute, rule, or filing order; and
              (69)(a)(iii) accompanied by the appropriate fee in accordance with:
                   (69)(a)(iii)(A) Section 31A-3-103; or
                   (69)(a)(iii)(B) rule. See Utah Code 31A-1-301
  • Filing: when used as a noun, means an item required to be filed with the department including:
         (70)(a) a policy;
         (70)(b) a rate;
         (70)(c) a form;
         (70)(d) a document;
         (70)(e) a plan;
         (70)(f) a manual;
         (70)(g) an application;
         (70)(h) a report;
         (70)(i) a certificate;
         (70)(j) an endorsement;
         (70)(k) an actuarial certification;
         (70)(l) a licensee annual statement;
         (70)(m) a licensee renewal application;
         (70)(n) an advertisement;
         (70)(o) a binder; or
         (70)(p) an outline of coverage. See Utah Code 31A-1-301
  • Individual: means a natural person. See Utah Code 31A-1-301
  • Insurance: includes :
              (96)(b)(i) a risk distributing arrangement providing for compensation or replacement for damages or loss through the provision of a service or a benefit in kind;
              (96)(b)(ii) a contract of guaranty or suretyship entered into by the guarantor or surety as a business and not as merely incidental to a business transaction; and
              (96)(b)(iii) a plan in which the risk does not rest upon the person who makes an arrangement, but with a class of persons who have agreed to share the risk. See Utah Code 31A-1-301
  • Insurance group: means the persons that comprise an insurance holding company system. See Utah Code 31A-1-301
  • Member: means a person having membership rights in an insurance corporation. See Utah Code 31A-1-301
  • NAIC: means the National Association of Insurance Commissioners. See Utah Code 31A-1-301
  • Signature: includes a name, mark, or sign written with the intent to authenticate an instrument or writing. See Utah Code 68-3-12.5
  • State: when applied to the different parts of the United States, includes a state, district, or territory of the United States. See Utah Code 68-3-12.5
(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:

     (2)(a) the laws of the lead state; and
     (2)(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:

     (3)(a) of the insurer’s or insurance group’s chief executive officer or corporate secretary; and
     (3)(b) attesting to the best of the signatory’s belief and knowledge that:

          (3)(b)(i) the insurer or insurance group has implemented the corporate governance practices; and
          (3)(b)(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)

     (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:

          (5)(a)(i) at the ultimate controlling parent level;
          (5)(a)(ii) at an intermediate holding company level; or
          (5)(a)(iii) at the individual legal entity level.
     (5)(b) An insurer or insurance group shall consider making each corporate governance annual disclosure at the level at which the insurer or insurance group:

          (5)(b)(i) determines the insurer or insurance group’s risk appetite;
          (5)(b)(ii)

               (5)(b)(ii)(A) collectively oversees the earnings, capital, liquidity, operations, and reputation of the insurer; and
               (5)(b)(ii)(B) coordinates and exercises the supervision of earnings, capital, liquidity, operations, and reputation of the insurer; or
          (5)(b)(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:

     (6)(a) which of the three levels the insurer or insurance group chose; and
     (6)(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:

     (7)(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
     (7)(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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