Title 27
Insurance

Chapter 35
Insurance Holding Company Systems

§ 27-35-1. Definitions.

As used in this chapter:

(1) “Affiliate.” An “affiliate” of, or person “affiliated” with, a specific person, is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified. An “affiliate” does not include a protected cell of a protected cell company organized under the protected cell companies act, chapter 64 of this title.

(2) “Commissioner” The term “commissioner” means the definition prescribed by § 42-14-5.

(3) “Control.” The term “control” (including the terms “controlling,” “controlled by,” and “under common control with”), means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract other than a commercial contract for goods or management services, or otherwise, unless the power is the result of an official position with or corporate office held by the person. Control shall be presumed to exist if any person, directly or indirectly, owns, controls, holds with the power to vote, or holds proxies representing, ten percent (10%) or more of the voting securities of any other person. This presumption may be rebutted by a showing made in the manner provided by § 27-35-3(k) that control does not exist in fact. The commissioner may determine, after furnishing all persons in interest notice and opportunity to be heard and making specific findings of fact to support the determination, that control exists in fact, notwithstanding the absence of a presumption to that effect.

(4) “Group capital calculation instructions” means the group capital calculation instructions, as adopted by the NAIC and as amended by the NAIC from time to time, in accordance with the procedures adopted by the NAIC.

(5) “Group-wide supervisor” means the regulatory official authorized to engage in conducting and coordinating group-wide supervision activities who is determined or acknowledged by the commissioner under § 27-35-5.5(d) to have sufficient significant contacts with the internationally active insurance group.

(6) “Insurance holding company system.” An “insurance holding company system” consists of two (2) or more affiliated persons, one or more of which is an insurer.

(7) “Insurer.” The term “insurer” means any person or persons or corporation, partnership, or company authorized by the laws of this state to transact the business of insurance in this state, including entities organized or authorized to transact business in this state pursuant to chapters 19, 20, 20.1, 20.2, 20.3, and 41 of this title, except that it shall not include agencies, authorities, or instrumentalities of the United States, its possessions and territories, the Commonwealth of Puerto Rico, the District of Columbia, or a state or political subdivision of a state.

(8) “Internationally active insurance group” means an insurance holding company system that:

(i) Includes an insurer registered under § 27-35-3; and

(ii) Meets the following criteria:

(A) Premiums written in at least three (3) countries;

(B) The percentage of gross premiums written outside the United States is at least ten percent (10%) of the insurance holding company system’s total gross written premiums; and

(C) Based on a three-year (3) rolling average, the total assets of the insurance holding company system are at least fifty billion dollars ($50,000,000,000) or the total gross written premiums of the insurance holding company system are at least ten billion dollars ($10,000,000,000).

(9) “Enterprise risk.” “Enterprise risk” means any activity, circumstance, event or series of events involving one or more affiliates of an insurer that, if not remedied promptly, is likely to have a material adverse effect upon the financial condition or liquidity of the insurer or its insurance holding company system as a whole, including, but not limited to, anything that would cause the insurer’s risk-based capital to fall into company action level as set forth in chapters 4.6 and 4.7 of this title or would cause the insurer to be in a hazardous financial condition as set forth in chapter 14.2 of this title.

(10) “NAIC” means the National Association of Insurance Commissioners.

(11) “NAIC liquidity stress test framework.” The “NAIC liquidity stress test framework” is a separate NAIC publication that includes a history of the NAIC’s development of regulatory liquidity stress testing, the scope criteria applicable for a specific data year, and the liquidity stress test instructions and reporting templates for a specific data year, such scope criteria, instructions and reporting template being as adopted by the NAIC and as amended by the NAIC from time to time, in accordance with the procedures adopted by the NAIC.

(12) “Person.” A “person” is an individual, a corporation, a limited liability company, a partnership, an association, a joint stock company, a trust, an unincorporated organization, or any similar entity or any combination of the foregoing acting in concert, but shall not include any joint venture partnership exclusively engaged in owning, managing, leasing or developing real or tangible personal property.

(13) “Scope criteria.” The “scope criteria,” as detailed in the NAIC liquidity stress test framework, are the designated exposure bases along with minimum magnitudes thereof for the specified data year, used to establish a preliminary list of insurers considered scoped into the NAIC liquidity stress test framework for that data year.

(14) “Securityholder.” A “securityholder” of a specified person is one who owns any security of such person, including common stock, preferred stock, debt obligations, and any other security convertible into or evidencing the right to acquire any of the foregoing.

(15) “Subsidiary.” A “subsidiary” of a specified person is an affiliate controlled by such person directly, or indirectly, through one or more intermediaries.

(16) “Voting security.” The term “voting security” shall include any security convertible into or evidencing a right to acquire a voting security.