Corporate Governance Annual Disclosure (CGAD) filing requirements
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Establishes filing procedures, required contents, and governance disclosures that insurers and insurance groups authorized in Alabama must submit to the Alabama Department of Insurance.
No material clinical or coverage changes in this revision.
Coverage Criteria
Corporate Governance Annual Disclosure (CGAD) — Required Contents
The CGAD must be as descriptive as possible and include attachments or example documents demonstrating the insurer’s or insurance group’s governance framework, structure, and practices. Provide the following information and attach or clearly reference supporting documents where applicable.
ALL of the following
ALL of the following
- Submit the CGAD annually on or before June 1 (initial filing and amended filings thereafter).Annual, on or before June 1
Each year following the initial filing, file an amended CGAD indicating where changes have been made, or state that no changes were made.
- Include a signature attesting to implementation of governance practices (signed by CEO or corporate secretary).
- Indicate the level at which the CGAD is filed (ultimate parent, intermediate holding company, legal entity, or group level) and the rationale for the chosen reporting level; if filed at group level, follow NAIC Financial Analysis Handbook guidance and provide copies to chief regulatory officials of states with domestic insurers upon request.
ALL of the following
- May reference or attach existing documents (e.g., ORSA Summary Report, Holding Company Form B/F, SEC Proxy Statements, foreign regulatory reports) if they provide comparable information; must clearly reference the location of relevant information within the CGAD and attach the referenced document if not already filed or available to the regulator.
ALL of the following
ALL of the following
- Identify the Board and significant committees ultimately responsible for oversight and the level(s) at which oversight occurs (ultimate control level, intermediate holding company, legal entity, etc.).
- Discuss the rationale for current Board size and structure.
- Describe duties of the Board and each significant committee and how they are governed (e.g., bylaws, charters, informal mandates).
- Explain Board leadership structure, including roles of CEO and Chair.
ALL of the following
- Qualifications, expertise, and experience of each Board member and how they meet company needs.
- How an appropriate amount of independence is maintained on the Board and its significant committees.
- Number of meetings held by the Board and its significant committees over the past year and director attendance information.
- Processes for identifying, nominating, and electing Board members and committee members, including whether a nomination committee is used, whether term limits are in place, how election/re-election functions, and whether a Board diversity policy exists and how it functions.
ALL of the following
ALL of the following
- Describe processes or suitability standards used to determine whether officers and key persons in control functions have appropriate background, experience, and integrity; identify positions covered and describe standards employed.
- Describe procedures to monitor and evaluate changes in an officer's or key person's suitability.
ALL of the following
- Describe the code of business conduct and ethics, including compliance with laws, rules, regulations and proactive reporting of illegal or unethical behavior.
ALL of the following
- Describe processes for performance evaluation, compensation, and corrective action, including objectives of significant compensation programs and how programs avoid encouraging excessive risk-taking.
- Discuss Board oversight of compensation, elements of compensation, relation to company and individual performance over time, inclusion of risk adjustments across employee levels, and any clawback provisions.
- CEO and Senior Management succession plans
Describe plans for CEO and senior management succession.
ALL of the following
ALL of the following
- Insurers/groups may customize CGAD format and may report at ultimate parent, intermediate holding company, or legal entity level; must indicate rationale for chosen level and any changes thereto.
ALL of the following
- May reference and attach existing documents (e.g., ORSA Summary Report, Holding Company Form B/F, SEC Proxy Statements) if they provide comparable information; must clearly reference locations and attach if not already filed with regulator.
Regulatory Coding & Filing Frequency
| Rule 482-1-166-.01 to .06 | Chapter and rules governing CGAD authority, purpose, definitions, filing procedures, contents, and severability |
Filing Procedures and Required Actions
File CGAD annually with signed attestation and customizable format
Submit the Corporate Governance Annual Disclosure (CGAD) to the Commissioner no later than June 1 each year. The CGAD must include the signature of the insurer's or insurance group's chief executive officer or corporate secretary attesting to their belief and knowledge that the insurer or group has implemented the corporate governance practices and that a copy has been provided to the insurer's or group's board or appropriate committee. Insurers/groups may customize the CGAD format and may report at the ultimate parent, intermediate holding company, or legal entity level; indicate the chosen level and provide rationale.
- Annual submission deadline: no later than June 1 each calendar year.
- Required signature attestation by CEO or corporate secretary confirming implementation of corporate governance practices and provision of CGAD to board or appropriate committee.
- Allowed to customize format and reporting level (ultimate parent, intermediate holding company, or legal entity); must indicate chosen level and rationale.
Definitions
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