Chapter 3A. Insurer Corporate Governance Annual Report.
§ 31–331. Definitions.
For the purposes of this chapter, the term:
(1) "Commissioner" means the Commissioner of the Department of Insurance, Securities, and Banking.
(2) "Corporate Governance Annual Disclosure" means the report filed by an insurer or insurance group under this chapter.
(3) "Insurance group" means those insurers and affiliates included within an insurance holding company system, as defined in § 31-701(4).
(4) "Insurer" shall have the same meaning as defined in § 31-301(3); except, that it shall not include agencies, authorities, or instrumentalities of the United States, its possessions or territories, the Commonwealth of Puerto Rico, the District of Columbia, or a state or political subdivision of a state.
(5) "NAIC" means the National Association of Insurance Commissioners.
§ 31–332. Applicability and scope.
(a) This chapter shall apply to all insurers domiciled in the District.
(b) Nothing in this chapter shall be construed to prescribe or impose corporate governance standards and internal procedures beyond that which are required under applicable District law or to limit the Commissioner's authority, or the rights or obligations of third parties, under Chapter 14 of this title.
§ 31–333. Disclosure requirement.
(a)(1) By June 1 of each year, an insurer, or the insurance group of which the insurer is a member, shall submit to the Commissioner a Corporate Governance Annual Disclosure that contains the information required by this chapter, or rules issued pursuant to this chapter; except, that if the insurer is a member of an insurance group operating in the District for which the Department of Insurance, Securities, and Banking is not the group's primary regulator the insurer shall submit the Corporate Governance Annual Disclosure to the commissioner of the lead state for the insurance group in accordance with the laws of the lead state, as outlined in the most recent edition of the NAIC Financial Analysis Handbook.
(2) An insurer not required to submit a Corporate Governance Annual Disclosure to the Commissioner under this subsection shall provide a copy of the insurer's Corporate Governance Annual Disclosure to the Commissioner upon the Commissioner's request.
(b) The Corporate Governance Annual Disclosure shall include a signature of the insurer or insurance group's chief executive officer or corporate secretary attesting, to the best of that individual's belief and knowledge, that the insurer has implemented the corporate governance practices described in the Corporate Governance Annual Disclosure and that a copy of the Corporate Governance Annual Disclosure has been provided to the insurer's board of directors or the appropriate committee of the insurer's board of directors.
(c) For purposes of completing the Corporate Governance Annual Disclosure, the insurer or insurance group may provide information regarding corporate governance at the ultimate controlling parent level, an intermediate holding company level, or the individual legal entity level depending upon how the insurer or insurance group has structured its system of corporate governance.
§ 31–334. Contents of Corporate Governance Annual Disclosure.
(a)(1) The Corporate Governance Annual Disclosure shall be prepared in accordance with rules issued pursuant to this chapter and contain the material information necessary to permit the Commissioner to gain an understanding of the insurer's or group's corporate governance structure, policies, and practices.
(2) The Commissioner may request any additional information considered material to providing the Commissioner with a clear understanding of the corporate governance policies and the reporting or information system or controls implementing those policies.
(b) Documentation and supporting information for the Corporate Governance Annual Disclosure shall be maintained by the insurer or insurance group and made available for examination or upon request of the Commissioner.
§ 31–335. Confidentiality.
(a) Documents, materials, and other information, including the Corporate Governance Annual Disclosure, in the possession or control of the Commissioner that are obtained by, created by, or disclosed to the Commissioner or any other person under this chapter shall be treated as confidential pursuant to the standards set forth in § 31-4121.07.
(b) Documents obtained by, created by, or disclosed to the Commissioner or any other person under this chapter that are already in the public domain shall not be subject to the confidentiality provisions described in subsection (a) of this section.
§ 31–336. NAIC and third-party consultants.
(a) The Commissioner may disclose information received pursuant to this chapter to the NAIC in reviewing the Corporate Governance Annual Disclosure and related information or in evaluating an insurer's compliance with this chapter.
(b)(1) The Commissioner may retain, at the insurer's expense, third-party consultants, including attorneys, actuaries, accountants, and other experts not otherwise a part of the Commissioner's staff, as may be reasonably necessary, to assist the Commissioner in reviewing the Corporate Governance Annual Disclosure and related information or in evaluating the insurer's compliance with this chapter.
(2) The Commissioner shall have the authority to enter into a written agreement with the NAIC or a third-party consultant governing the sharing and use of information provided pursuant to this chapter. The agreement shall comply with the standards set forth in § 31-4121.07(d)(2).
(3) A third-party consultant retained pursuant to this subsection shall serve under the direction and control of the Commissioner and shall act in an advisory capacity to the Commissioner.
(4) The NAIC, and third-party consultants retained pursuant to this subsection, shall be subject to the same confidentiality standards and requirements as the Commissioner.
(c) As part of the retention process, a third-party consultant shall verify to the Commissioner, with notice to the insurer, that it is free of a conflict of interest and has internal procedures in place to identify conflicts and monitor compliance with any measures taken to cure any conflicts and to comply with the confidentiality standards and requirements of this chapter.
§ 31–337. Sanctions.
An insurer or insurance group failing, without just cause, to timely file a Corporate Governance Annual Disclosure as required in this chapter, after notice and hearing, may be fined up to $1,000 per day, with a maximum penalty of $25,000, or have its certificate of authority suspended, revoked, or denied renewal.
§ 31–338. Rulemaking.
The Commissioner may, in accordance with Chapter 5 of Title 2, issue rules to implement the provisions of this chapter.
