N.Y. Comp. Codes R. & Regs. Tit. 11 §§ 81-2.2

Current through Register Vol. 46, No. 36, September 4, 2024

Section 81-2.2 - Code of ethics

Every parent corporation that has acquired one or more subsidiaries shall adopt and shall cause each of its subsidiaries to adopt a code of ethics conforming to the requirements of this section. Such code of ethics shall:

(a) establish standards of ethical integrity regarding relationships and transactions between the parent corporation and subsidiary;

(b) contain rules and procedures that define and implement disclosure of conflict of interest situations in connection with transactions involving a subsidiary;

(c) contain procedures designed to disclose whether any directors or officers of either the parent corporation or any person controlling, controlled by or under common control with the parent corporation have a financial interest in any investment or acquisition required to be reported pursuant to this Subpart or in any transaction involving a subsidiary;

(d) prohibit the directors and officers of a parent corporation or subsidiary from being pecuniarily interested, as principal, coprincipal, agent or beneficiary, directly or indirectly, or through any substantial interest in any other corporations or business unit, in any transaction involving the subsidiary, subject to the same exceptions as are permitted by the New York State Insurance Law for directors and officers of the parent corporation, and such exceptions as are described in subdivision (e) of this section;

(e) not necessarily prohibit the subsidiary's directors, officers or members that are not otherwise affiliated with the parent corporation from being pecuniarily interested in any transactions that are in the subsidiary's ordinary course of business, provided that:

(1) such transactions are usual and customary in relations between an institution and its directors or officers or, are at arm's length with respect to its members;

(2) such transactions do not violate any provisions of the Insurance Law; and

(3) the code of ethics contains procedures designed to disclose to the board of directors of the parent corporation the nature of any transaction involving a subsidiary and any director, officer or member of the subsidiary that is, directly or indirectly, pecuniarily interested in such transaction.

(f) provide for reporting and review procedures; and

(g) contain such other provisions as, under the circumstances, seem desirable to assure the maintenance of high ethical standards and appropriate disclosure of conflicts of interest.

N.Y. Comp. Codes R. & Regs. Tit. 11 §§ 81-2.2