Code of Maine Rules
02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION
031 - BUREAU OF INSURANCE
Chapter 705 - CORPORATE GOVERNANCE ANNUAL DISCLOSURE
Section 031-705-3 - Filing Procedures

Universal Citation: 02 ME Code Rules ยง 031-705-3

Current through 2024-38, September 18, 2024

1. Annually, no later than June 1, each domestic insurance carrier shall file a CGAD in accordance with 24-A M.R.S. §423-G(2)(A).

A. Except as provided in Paragraph B, the CGAD shall be filed with the Superintendent in compliance with the provisions of this Section and shall contain all information required by Section 4 of this Rule. If a group-level CGAD is filed with the Superintendent, the filing entity shall also provide a copy of the CGAD on request to the chief insurance regulator of the domiciliary state of any insurance carrier within the group.

B. If the CGAD is prepared at the group level, this State is not the group's lead state, and the Superintendent has determined that the lead state has corporate governance disclosure laws substantially similar to 24-A M.R.S. §423-G and this Rule, a CGAD filed with the lead state in compliance with its legal requirements is deemed to comply with this Rule, as long as the carrier, or the filing entity acting on the carrier's behalf, provides a copy to the Superintendent on request.

2. The CGAD shall include a signed attestation by the filing entity's chief executive officer or corporate secretary that to the best of his or her belief and knowledge, the filing entity has implemented the corporate governance practices described therein, and that a copy of the CGAD has been provided to the filing entity's Board or the appropriate committee thereof.

3. The filing entity shall have discretion to customize the format for reporting the information required by this Rule, so as to provide the most relevant information necessary to permit the Superintendent to gain an understanding of the filing entity's corporate governance structure, policies, and practices.

4. An insurance group, or a diversified holding company with a domestic insurance subsidiary, shall determine, based on how the group has structured its system of corporate governance, the level or levels of governance to be discussed in the CGAD and whether the CGAD is filed by each insurance carrier within the group, by the ultimate controlling parent, or by an intermediate holding company.

A. The filing entity is encouraged to make the CGAD disclosures at the level:
(1) At which the insurance carrier's or group's risk appetite is determined;

(2) At which the earnings, capital, liquidity, operations, and reputation of the insurance carrier are overseen collectively and at which the supervision of those factors is coordinated and exercised; or

(3) At which legal liability for failure of general corporate governance duties would be placed.

B. The filing entity shall indicate which, if any, of the three criteria in Paragraph A were used to determine the level of reporting. If the filing entity did not use the criteria in Paragraph A, it shall describe the alternative criteria that it did use.

C. The filing entity shall explain any changes from the previous CGAD in the level of reporting or the criteria used to determine the level of reporting.

5. The filing entity may comply with this section by incorporating other existing documents in to the CGAD by reference (e.g., ORSA Summary Report, Holding Company Form B or F Filings, Securities and Exchange Commission (SEC) Proxy Statements, foreign regulatory reporting requirements) if the documents provide information that is comparable to the information required by Section 4. The filing entity shall clearly reference the location of the relevant information within the CGAD and attach the referenced document if it is not already filed with or available to the Superintendent.

6. Each year following the initial filing of the CGAD, the insurance carrier or 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 in the previous year, the filing should so state.

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