Oregon Revised Statutes Chapter 732 § 732.680 — Submission of corporate governance annual disclosure; determination of lead

Submission of corporate governance annual disclosure; determination of lead state; signature and attestation; level of disclosure permitted; review; rules. (1) An insurer, or the insurance group of which an insurer is a member, each year in accordance with a schedule the Director of the Department of Consumer and Business Services establishes in consultation with the insurer or insurance group, shall submit to the director or to the chief insurance regulatory official in the state that the director determines is the lead state for the insurance group, a corporate governance annual disclosure that has the information described in ORS 732.683. The director shall determine the lead state in accordance with procedures that the director adopts by rule after considering procedures that are set forth in a financial analysis handbook that the National Association of Insurance Commissioners has adopted. An insurer or a member of an insurance group that is not subject to the requirement under this subsection to submit a disclosure shall nevertheless submit the disclosure at the director’s request. (2) The chief executive officer or corporate secretary of an insurer or insurance group shall sign the corporate governance annual disclosure and attest that to the best of the officer’s or secretary’s belief and knowledge the insurer or insurance group has implemented the corporate governance practices identified in the disclosure and that the insurer’s or insurance group’s board of directors, or an appropriate committee of the board of directors, has received a copy of the disclosure. (3)(a) An insurer or insurance group that submits a corporate governance annual disclosure under subsection (1) of this section may provide information in the disclosure: (A) At the level of the individual legal entity, an intermediate holding company or the controlling parent company, depending on how the insurer or insurance group has structured corporate governance; (B) At the level at which the insurer or insurance group determines the extent to which the insurer or insurance group will accept risk; (C) At the level at which the insurer or insurance group collectively oversees or coordinates and exercises supervision over the insurer’s or insurance group’s earnings, capital, liquidity operations and reputation; or (D) At the level at which legal liability for failing in the duties of general corporate governance would occur. (b) An insurer or insurance group that determines the level at which the insurer or insurance group provides information in the corporate governance annual disclosure under paragraph (a)(B), (C) or (D) of this subsection shall indicate which criteria the insurer or insurance group used for the disclosure and explain any subsequent changes in the level at which the disclosure occurs. (4) If the director has determined a lead state in accordance with the procedures set forth in the financial analysis handbook described in subsection (1) of this section, an appropriate official in the lead state shall review the corporate governance annual disclosure and request any other information necessary for the review. (5) An insurer or insurance group that provides information that is substantially similar to the information required under this section or ORS 732.683 in other documents that the insurer or insurance group submits to the director, including proxy statements in conjunction with Form B requirements or other state or federal filings, need not duplicate the information in the corporate governance annual disclosure, but must include in the documents the insurer or insurance group submits to the director a cross-reference to documents that have the required information. [2017 c.479 §5] Note: See note under 732.650.