Section 0780-01-35-.06 - CONTENTS OF CORPORATE GOVERNANCE ANNUAL DISCLOSURE FOR CERTAIN NONPROFIT AND QUALIFIED INSURERS(1) The CGAD should describe the insurer or insurance group's corporate governance framework and structure and include an overview and description of the Board and various committees thereof ultimately responsible for overseeing the insurer or insurance group and the level(s) at which that oversight occur and the role of the chairman of the Board within the organization. The CGAD description of the Board should include biographical information for each Board member.(2) The CGAD should include a narrative and description of the policies and practices of the Board, including discussion of the duties of any advisors utilized by the Board, and a description of the processes in place for the Board to evaluate its performance and the performance of its committees.(3) The CGAD should include a description of the interaction between the Board and senior management, which include:(a) A description of the role of the CEO and other senior management that makes periodic reports to the Board;(b) A description of how the Board reviews significant financial management decisions by senior management; and(c) A description of how the Board provides periodic feedback and instruction to senior management.(4) The CGAD should include a description of the processes by which the Board ensures an appropriate amount of oversight to critical risk areas impacting the insurer's business activities, including a discussion of:(a) Risk management processes;(b) Actuarial information;(c) Investment decision-making processes;(d) Reinsurance decision-making processes;(g) Financial reporting/internal auditing; and(h) Market conduct decision-making processes.Tenn. Comp. R. & Regs. 0780-01-35-.06
Original rules filed August 20, 2018; effective 11/18/2018.Authority: T.C.A. § 56-2-301 and 2018 Tenn. Pub. Acts Ch. 873, § 8.