Sec. 31.04.23.03. Filing Procedures

A. An insurer, or the insurance group of which the insurer is a member, required to file a CGAD under Insurance Article, Title 4, Subtitle 5, Annotated Code of Maryland, shall, no later than June 1 of each calendar year, submit to the Commissioner a CGAD that contains the information described in Regulation .04 of this chapter.

B. The CGAD shall 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 Board or its appropriate committee.

C. The insurer or insurance group shall have discretion regarding the appropriate format for providing the information required by these regulations and is permitted to customize the CGAD to provide the most relevant information utilized by the insurer or insurance group necessary to permit the Commissioner to gain an understanding of:

(1) The corporate governance structure;

(2) Corporate governance policies; and

(3) Corporate governance practices.

D. Completing the CGAD.

(1) Depending on how an insurer or the insurance group of which the insurer is a member has structured its corporate governance system, the insurer or insurance group submitting a CGAD to the Commissioner may choose to provide information regarding its corporate governance structure at:

(a) The ultimate controlling parent level;

(b) An intermediate holding company level; or

(c) The individual legal entity level.

(2) The insurer or insurance group is encouraged to consider the following criteria in determining the level for which information will be provided under §D(1) of this regulation:

(a) The level at which the insurer’s or insurance group’s risk appetite is determined;

(b) The level at which factors, such as earnings, capital, liquidity, operations, and reputation of the insurer, are overseen collectively, and at which level the supervision of those factors is coordinated and exercised; or

(c) The level at which legal liability for failure of general corporate governance duties would be placed.

(3) If the insurer or insurance group determines the level of reporting based on the criteria in §D(2) of this regulation, it shall indicate which of the three criteria was used to determine the level of reporting and explain any subsequent changes in the level of reporting.

E. Notwithstanding §A of this regulation, and as outlined in Insurance Article, §4-503, Annotated Code of Maryland, if the CGAD is completed at the insurance group level:

(1) It shall 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 National Association of Insurance Commissioners; and

(2) Upon request to the lead state of the group, the chief regulatory official of any state in which the insurance group has a domestic insurer may request a copy of the CGAD and the CGAD shall be provided to that state.

F. An insurer or insurance group may comply with this regulation by referencing other existing documents if the documents provide information that is comparable to the information described in Regulation .04 of this chapter, if the insurer or insurance group:

(1) Clearly references the location of the relevant information within the CGAD; and

(2) Attaches the referenced document if it is not already filed or available to the regulator.

G. Examples of other existing documents that may be referenced in the CGAD may include, without limitation:

(1) An ORSA summary report;

(2) Holding Company Form B or F Filings;

(3) Securities and Exchange Commission Proxy Statements;

(4) Foreign regulatory reporting requirements; or

(5) Other similar documents.

H. 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:

(1) Where changes have been made in the information or activities reported by the insurer or insurance group; or

(2) If no changes have been made in the information or activities previously reported, that no changes have been made.