Oklahoma § 36-1536 - Corporate Governance Annual Disclosure (CGAD)

§ 36-1536. Corporate Governance Annual Disclosure (CGAD)

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 Insurance Commissioner a Corporate Governance Annual Disclosure

(CGAD) that contains the information described in Section 4 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 a commissioner of the lead state for the

insurance group, in accordance with the laws of the lead state, as

determined by the procedures outlined in the most recent Financial

Analysis Handbook adopted by the National Association of Insurance

Commissioners (NAIC).

B. The CGAD shall include a signature of the insurer or chief

executive officer or corporate secretary of the insurance group

attesting to the best of his or her 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 CGAD under this section

shall do so upon the Commissioner's request.

D. 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 is 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 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 A of this section.

F. Insurers providing information substantially similar to the

information required by this act in other documents provided to the

Oklahoma Statutes - Title 36. Insurance

Commissioner, including proxy statements filed in conjunction with

Form B requirements, or other state or federal filings provided to

the Oklahoma Insurance Department shall not be required to duplicate

that information in the CGAD but shall only be required to crossreference the document in which the information is included.

Added by Laws 2019, c. 345, § 3, eff. Nov. 1, 2019.