Chapter Ins 53

CORPORATE GOVERNANCE ANNUAL DISCLOSURES

Ins 53.01   Purpose.

Ins 53.02   Definitions.

Ins 53.03   Filing procedures.

Ins 53.04   Contents of the corporate governance annual disclosure.

Ins 53.01 Ins 53.01 Purpose. The purpose of these regulations is to set forth the procedures for filing, and the required contents of, the corporate governance annual disclosure, deemed necessary by the commissioner to carry out the provisions of s. 610.80, Stats.

Ins 53.01 History History: CR 19-013: cr. Register April 2020 No. 772, eff. 5-1-20.

Ins 53.02 Ins 53.02 Definitions. In addition to definitions contained in s. 610.80 (1), Stats., the following definitions shall apply in this chapter:

Ins 53.02(1) (1) “Commissioner” means the Wisconsin insurance commissioner.

Ins 53.02(2) (2) “Insurance group” means those insurers and affiliates included within an insurance holding company system, as defined at s. 622.03 (2), Stats.

Ins 53.02(3) (3) “Senior management” means any corporate officer responsible for reporting information to the board of directors at regular intervals or providing this information to shareholders or regulators and shall include, for example, the chief executive officer (CEO), chief financial officer, chief operating officer, or any other “C” level executives.

Ins 53.02 History History: CR 19-013: cr. Register April 2020 No. 772, eff. 5-1-20; correction in (2) made under s. 35.17, Stats., Register April 2020 No. 772.

Ins 53.03 Ins 53.03 Filing procedures. Each year following the initial filing of the corporate governance annual disclosure, the insurer or insurance group shall file an amended version of the previously filed disclosure indicating where changes have been made. If no changes were made in the information or activities reported by the insurer or insurance group, the filing should so state.

Ins 53.03 History History: CR 19-013: cr. Register April 2020 No. 772, eff. 5-1-20.

Ins 53.04 Ins 53.04 Contents of the corporate governance annual disclosure.

Ins 53.04(1) (1) The insurer or insurance group shall be as descriptive as possible in completing the corporate governance annual disclosure, with inclusion of attachments or example documents that are used in the governance process, since these may provide a means to demonstrate the strengths of their governance framework and practices.

Ins 53.04(2) (2) The corporate governance annual disclosure shall describe the insurer’s or insurance group’s corporate governance framework and structure including consideration of all of the following:

Ins 53.04(2)(a) (a) The board and its various committees that are ultimately responsible for overseeing the insurer or insurance group and the level at which oversight occurs, for example, the ultimate control level, intermediate holding company level, or legal entity level. The insurer or insurance group shall describe and discuss the rationale for the current board size and structure.

Ins 53.04(2)(b) (b) The duties of the board and each of its significant committees and how they are governed, including bylaws, charters, informal mandates, as well as how the board’s leadership is structured, including a discussion of the roles of CEO and chairman of the board within the organization.

Ins 53.04(2)(c) (c) The insurer or insurance group shall describe the policies and practices of the most senior governing entity and significant committees including a discussion of the following factors:

Ins 53.04(2)(c)1. 1. How the qualifications, expertise and experience of each board member meet the needs of the insurer or insurance group.

Ins 53.04(2)(c)2. 2. How an appropriate amount of independence is maintained on the board and its significant committees.