OAR 410-141-5045
FINANCIAL SOLVENCY REGULATION: Corporate Governance Annual Disclosure Filing

(1)

A CCO shall file a corporate governance annual disclosure report with the Authority, as described in this section, no later than June 1 of each calendar year. A CCO that is not subject to the requirement under this section to submit a CGAD Report shall nevertheless submit a CGAD Report at the Authority’s request.

(2)

A CGAD Report shall contain the following information:
(a) The CGAD Report shall describe the CCO’s corporate governance framework and structure including consideration of the following:
(A) The CCO’s Board and the various committees thereof that are ultimately responsible for overseeing the CCO and the level(s) at which that oversight occurs (e.g. ultimate control level, intermediate holding company, legal entity, etc.). The CGAD Report shall describe and discuss the rationale for the current CCO Board size and structure.
(B) The duties of the CCO Board and each of its significant committees and how they are governed (e.g. bylaws, charters, informal mandates, etc.), as well as how the CCO Board’s leadership is structured, including a discussion of the roles of Chief Executive Officer and Chairman of CCO Board, as applicable, within the organization.
(C) The membership, structure and authority of the CCO’s governing body, if the CCO is a coordinated care organization whose governing body as required by ORS 414.625(2)(o) is not the CCO Board.
(b) The CGAD Report shall describe the policies and practices of the most senior governing entity and significant committees thereof, including a discussion of the following factors:
(A) How the qualifications, expertise and experience of each CCO Board member meet the needs of the CCO.
(B) How an appropriate amount of independence is maintained on the CCO Board and its significant committees.
(C) The number of meetings held by the CCO Board and its significant committees over the past year as well as information on director attendance.
(D) How the CCO or its controlling affiliate nominates, and elects members to the CCO Board and its committees. The discussion should include, for example:
(i) Whether a nomination committee is in place to identify and select individuals for consideration.
(ii) Whether term limits are placed on directors.
(iii) How the election and re-election processes function.
(iv) Whether a CCO Board diversity policy is in place and if so, how it functions.
(E) The processes in place for the CCO Board to evaluate its performance and the performance of its committees, as well as any recent measures taken to improve performance (including any Board or committee training programs that have been put in place).

(c)

The CGAD Report shall describe the CCO Board’s policies and practices for directing senior management, including a description of the following factors:

(A)

Any processes or practices (i.e. suitability standards) to determine whether officers and key persons in control functions have the appropriate background, experience and integrity to fulfill their prospective roles, including identification of the specific positions for which suitability standards have been developed and a description of the standards employed.

(B)

Any changes in an officer’s or key person’s suitability as outlined by the CCO’s standards and procedures to monitor and evaluate such changes.

(C)

The CCO’s code of business conduct and ethics, the discussion of which considers, for example:
(i)
Compliance with laws, rules and regulations.
(ii)
Proactive reporting of any illegal or unethical behavior.
(iii)
The CCO’s processes for performance evaluation, compensation and corrective action to ensure effective senior management throughout the organization, including a description of the general objectives of significant compensation programs and what the programs are designed to reward. The description shall include sufficient detail to allow the Authority to understand how the organization ensures that compensation programs do not encourage and/or reward excessive risk taking. Elements to be discussed may include, for example:
(I) The Board’s role in overseeing management compensation programs and practices.
(II) The various elements of compensation awarded in the CCO’s compensation programs and how the CCO determines and calculates the amount of each element of compensation paid.
(III) How compensation programs are related to both company and individual performance over time.
(IV) Whether compensation programs include risk adjustments and how those adjustments are incorporated into the programs for employees at different levels.
(V) Any claw back provisions built into the programs to recover awards or payments if the performance measures upon which they are based are restated or otherwise adjusted.
(VI) Any other factors relevant in understanding how the CCO monitors its compensation policies to determine whether its risk management objectives are met by incentivizing its employees.
(iv)
The CCO’s plans for senior management succession.

(d)

The CGAD Report shall describe the processes by which the CCO Board, its committees and senior management ensure an appropriate amount of oversight to the critical risk areas impacting the CCO’s business activities, including a discussion of:

(A)

How oversight and management responsibilities are delegated between the CCO Board, its committees and senior management.

(B)

How CCO Board is kept informed of the CCO’s strategic plans, the associated risks and steps that senior management is taking to monitor and manage those risks.

(C)

How reporting responsibilities are organized for each critical risk area. The description should allow the Authority to understand the frequency at which information on each critical risk area is reported to and reviewed by senior management and the CCO Board. This description may include, for example, the following critical risk areas of the insurer:
(i)
Risk management processes.
(ii)
Actuarial function.
(iii)
Investment decision-making processes.
(iv)
Reinsurance decision-making processes.
(v)
Business strategy/finance decision-making processes.
(vi)
Compliance function.
(vii)
Financial reporting/internal auditing.
(viii)
Market conduct decision-making processes.
(3) The chief executive officer or corporate secretary of a CCO shall sign the CGAD Report and attest that to the best of the officer’s or secretary’s belief and knowledge the CCO has implemented the corporate governance practices identified in the CGAD Report and that the CCO’s Board, or an appropriate committee of the CCO’s Board, has received a copy of the disclosure.
(4) A CCO that submits a CGAD Report under subsection (1) of this section may provide information in the disclosure at any of the following levels:

(a)

At the level of the CCO, an intermediate holding company or any controlling affiliate, depending on how the CCO and its controlling affiliates have structured corporate governance.
(b) At the level at which the CCO or any controlling affiliate oversees or coordinates and exercises supervision over the CCO’s earnings, capital, liquidity operations and reputation.
(c) At the level at which legal liability for failing in the duties of general corporate governance would occur.

(5)

A CCO shall identify the level at which its CGAD Report is presented and explain the basis on which that level was determined to be appropriate. A CCO also shall explain any subsequent changes in the level of reporting.

(6)

The CCO shall have discretion regarding the appropriate format for providing the information required by this section and is permitted to customize the CGAD Report to provide the most relevant information necessary to permit the Authority to gain an understanding of the corporate governance structure, policies and practices utilized by the CCO.

(7)

Each year following the initial filing of the CGAD Report, the CCO shall file an amended version of the previously filed CGAD Report indicating where changes have been made. If no changes were made in the information or activities reported by the CCO, the filing should so state.

(8)

Upon written application of a CCO, the Authority may grant an exemption from compliance with the CGAD Report filing requirement under this section if the Authority finds upon review of the application that compliance would constitute a financial or organizational hardship upon the CCO. An exemption may be granted at any time and from time to time for a specified period or periods. Not later than the 10th day after denial of a CCO’s written request for an exemption under this section, the CCO may request in writing a hearing on its application for an exemption.

Source: Rule 410-141-5045 — FINANCIAL SOLVENCY REGULATION: Corporate Governance Annual Disclosure Filing, https://secure.­sos.­state.­or.­us/oard/view.­action?ruleNumber=410-141-5045.

410‑141‑3500
Definitions 410‑141‑3501
Administration of Oregon Integrated and Coordinated Health Care Delivery System Regulation 410‑141‑3505
Use of Subcontractors 410‑141‑3510
Provider Contracting and Credentialing 410‑141‑3515
Network Adequacy 410‑141‑3520
Record Keeping and Use of Health Information Technology 410‑141‑3525
Outcome and Quality Measures 410‑141‑3530
Sanctions 410‑141‑3540
Member Protections 410‑141‑3545
Coordinated Care Organization Behavioral Health Provider, Treatment and Facility Certification and Licensure 410‑141‑3550
Resolving Disputes between MCEs and the Authority 410‑141‑3555
Resolving Disputes between Health Care Entities and CCOs that Concern CCO Contact Award 410‑141‑3560
Resolving Contract Disputes Between Health Care Entities and CCOs 410‑141‑3565
Managed Care Entity Billing 410‑141‑3566
Telehealth Service and Reimbursement Requirements 410‑141‑3570
Managed Care Entity Encounter Claims Data Reporting 410‑141‑3575
MCE Member Relations: Marketing 410‑141‑3580
MCE Member Relations: Potential Member Information 410‑141‑3585
MCE Member Relations: Education and Information 410‑141‑3590
MCE Member Relations: Member Rights and Responsibilities 410‑141‑3600
MCE Assessment: Definitions 410‑141‑3601
MCE Assessment: General Administration 410‑141‑3605
MCE Assessment: Disclosure of Information 410‑141‑3610
MCE Assessment: Calculation, Report, Due Date, Verification 410‑141‑3615
MCE Assessment: Filing an Amended Report 410‑141‑3620
MCE Assessment: Determining the Date Filed 410‑141‑3625
MCE Assessment: Authority to Audit Records 410‑141‑3630
MCE Assessment: Determining Assessment Liability on Failure to File 410‑141‑3635
MCE Assessment: Financial Penalty for Failure to File a Report or Failure to Pay Assessment When Due 410‑141‑3640
MCE Assessment: Notice of Proposed Action 410‑141‑3645
MCE Assessment: Hearing Process 410‑141‑3650
MCE Assessment: Final Order of Payment 410‑141‑3655
Assessment: Remedies Available after Final Order of Payment 410‑141‑3700
CCO Application and Contracting Procedures 410‑141‑3705
Criteria for CCOs 410‑141‑3710
Contract Termination and Close-Out Requirements 410‑141‑3715
CCO Governance 410‑141‑3720
Service Area Change for Existing CCOs 410‑141‑3725
CCO Contract Renewal Notification 410‑141‑3730
Community Health Assessment and Community Health Improvement Plans 410‑141‑3735
Social Determinants of Health and Equity 410‑141‑3740
Traditional Health Workers 410‑141‑3800
CCO Enrollment for Children Receiving Health Services 410‑141‑3805
Mandatory MCE Enrollment Exceptions 410‑141‑3810
Disenrollment from MCEs 410‑141‑3815
CCO Enrollment for Temporary Out-of-Area Behavioral Health Treatment Services 410‑141‑3820
Covered Services 410‑141‑3825
Excluded Services and Limitations 410‑141‑3830
Prioritized List of Health Services 410‑141‑3835
MCE Service Authorization 410‑141‑3840
Emergency and Urgent Care Services 410‑141‑3845
Health-Related Services 410‑141‑3850
Transition of Care 410‑141‑3855
Pharmaceutical Services 410‑141‑3860
Integration and Coordination of Care 410‑141‑3865
Care Coordination Requirements 410‑141‑3870
Intensive Care Coordination 410‑141‑3875
MCE Grievances & Appeals: Definitions and General Requirements 410‑141‑3880
Grievances & Appeals: Grievance Process Requirements 410‑141‑3885
Grievances & Appeals: Notice of Action/Adverse Benefit Determination 410‑141‑3890
Grievances & Appeals: Appeal Process 410‑141‑3895
Grievances & Appeals: Expedited Appeal 410‑141‑3900
Grievances & Appeals: Contested Case Hearings 410‑141‑3905
Grievances & Appeals: Expedited Contested Case Hearings 410‑141‑3910
Grievances & Appeals: Continuation of Benefits 410‑141‑3915
Grievances & Appeals: System Recordkeeping 410‑141‑3920
Transportation: NEMT General Requirements 410‑141‑3925
Transportation: Vehicle Equipment and Driver Standards 410‑141‑3930
Transportation: Out-of-Service Area and Out-of-State Transportation 410‑141‑3935
Transportation: Attendants for Child and Special Needs Transports 410‑141‑3940
Transportation: Secured Transports 410‑141‑3945
Transportation: Ground and Air Ambulance Transports 410‑141‑3955
Transportation: Member Service Modifications and Rights 410‑141‑3960
Transportation: Member Reimbursed Mileage, Meals, and Lodging 410‑141‑3965
Reports and Documentation 410‑141‑5000
FINANCIAL SOLVENCY REGULATION: Definitions 410‑141‑5005
FINANCIAL SOLVENCY REGULATION: CCO Financial Solvency Requirements 410‑141‑5010
FINANCIAL SOLVENCY REGULATION: Procedure for General Financial Reporting and for Determining Financial Solvency Matters 410‑141‑5015
FINANCIAL SOLVENCY REGULATION: Financial Statement Reporting 410‑141‑5020
FINANCIAL SOLVENCY REGULATION: Annual Audited Financial Statements and Auditor’s Report 410‑141‑5025
FINANCIAL SOLVENCY REGULATION: Qualifications of Independent Certified Public Accountant 410‑141‑5030
FINANCIAL SOLVENCY REGULATION: Notification of Adverse Financial Condition 410‑141‑5035
FINANCIAL SOLVENCY REGULATION: Accountant’s Letter of Qualifications 410‑141‑5040
FINANCIAL SOLVENCY REGULATION: Independent Certified Public Accountants Workpapers 410‑141‑5045
FINANCIAL SOLVENCY REGULATION: Corporate Governance Annual Disclosure Filing 410‑141‑5050
FINANCIAL SOLVENCY REGULATION: Requirements for Reinsurance 410‑141‑5055
FINANCIAL SOLVENCY REGULATION: Requirements for Obtaining Credit for Reinsurance 410‑141‑5060
FINANCIAL SOLVENCY REGULATION: Qualified Trust Agreements 410‑141‑5065
FINANCIAL SOLVENCY REGULATION: Letters of Credit 410‑141‑5070
FINANCIAL SOLVENCY REGULATION: Assets, Liabilities, Reserves 410‑141‑5075
FINANCIAL SOLVENCY REGULATION: Disallowance of Certain Reinsurance Transactions 410‑141‑5080
FINANCIAL SOLVENCY REGULATION: Transparency 410‑141‑5085
ASSET VALUATION AND PERMITTED INVESTMENTS: Definitions 410‑141‑5090
ASSET VALUATION AND PERMITTED INVESTMENTS: Calculation of Value 410‑141‑5095
ASSET VALUATION AND PERMITTED INVESTMENTS: Assets Other Than Securities 410‑141‑5100
ASSET VALUATION AND PERMITTED INVESTMENTS: Investments Used to Provide Compensating Balances 410‑141‑5105
ASSET VALUATION AND PERMITTED INVESTMENTS: Investment of Required Capitalization 410‑141‑5110
ASSET VALUATION AND PERMITTED INVESTMENTS: Investment in Mortgage Loans 410‑141‑5115
ASSET VALUATION AND PERMITTED INVESTMENTS: Investment in Real Property 410‑141‑5120
ASSET VALUATION AND PERMITTED INVESTMENTS: Investment in Corporate Stocks 410‑141‑5125
ASSET VALUATION AND PERMITTED INVESTMENTS: Loans 410‑141‑5130
ASSET VALUATION AND PERMITTED INVESTMENTS: Investments 410‑141‑5135
ASSET VALUATION AND PERMITTED INVESTMENTS: Personal Property 410‑141‑5140
ASSET VALUATION AND PERMITTED INVESTMENTS: “Prudent Investor” Standard 410‑141‑5145
ASSET VALUATION AND PERMITTED INVESTMENTS: Prohibited Conduct by Directors, Trustees, Officers, Agents or Employees 410‑141‑5150
ASSET VALUATION AND PERMITTED INVESTMENTS: Investment of Funds in Obligations That Are Not Investment Quality 410‑141‑5155
ASSET VALUATION AND PERMITTED INVESTMENTS: Approval by Board 410‑141‑5160
ASSET VALUATION AND PERMITTED INVESTMENTS: Record of Investments 410‑141‑5165
ASSET VALUATION AND PERMITTED INVESTMENTS: Prohibited Investments 410‑141‑5170
CAPITALIZATION: Capital and Surplus 410‑141‑5175
CAPITALIZATION: Impaired Capital and Surplus 410‑141‑5180
CAPITALIZATION: Dividend and Distribution Restrictions 410‑141‑5185
CAPITALIZATION: Restricted Reserve Account 410‑141‑5190
CAPITALIZATION: Surplus Notes 410‑141‑5195
CAPITALIZATION: Risk-based Capital (RBC) Definitions 410‑141‑5200
CAPITALIZATION: RBC Reports 410‑141‑5205
CAPITALIZATION: Company Action Level Event 410‑141‑5210
CAPITALIZATION: Regulatory Action Level Event 410‑141‑5215
CAPITALIZATION: Authorized Control Level Event 410‑141‑5220
CAPITALIZATION: Mandatory Control Level Event 410‑141‑5225
REPORTING AND APPROVAL OF CERTAIN TRANSACTIONS: Extraordinary Dividends and Other Distributions 410‑141‑5230
REPORTING AND APPROVAL OF CERTAIN TRANSACTIONS: Reports of Material Acquisitions And Dispositions Of Assets, and Changes to Ceded Reinsurance Agreements 410‑141‑5235
REPORTING AND APPROVAL OF CERTAIN TRANSACTIONS: Reports of Material Materiality and Reporting Standards for Asset Acquisitions and Dispositions 410‑141‑5240
REPORTING AND APPROVAL OF CERTAIN TRANSACTIONS: Materiality and Reporting Standards for Changes in Ceded Reinsurance Agreements 410‑141‑5245
EXAMINATIONS: CCO Production of Books and Records 410‑141‑5250
EXAMINATIONS: Authority Examinations of CCOs 410‑141‑5255
CCO ACQUISITIONS AND MERGERS: Purpose 410‑141‑5260
CCO ACQUISITIONS AND MERGERS: Activities Prohibited Unless Certain Provisions Satisfied 410‑141‑5265
CCO ACQUISITIONS AND MERGERS: Procedure For Acquiring Controlling Interest 410‑141‑5270
CCO ACQUISITIONS AND MERGERS: Information to Be Included in Form A 410‑141‑5275
CCO ACQUISITIONS AND MERGERS: Hearing, Request, Notice 410‑141‑5280
CCO ACQUISITIONS AND MERGERS: Determination Concerning Proposed Activity, Time For Decision, Grounds For Refusal 410‑141‑5285
CCO HOLDING COMPANY REGULATION: Definitions 410‑141‑5290
CCO HOLDING COMPANY REGULATION: Members of Holding Company Systems 410‑141‑5295
CCO HOLDING COMPANY REGULATION: Form and Contents of Registration Statement 410‑141‑5300
CCO HOLDING COMPANY REGULATION: Registration Statement Filing 410‑141‑5305
CCO HOLDING COMPANY REGULATION: Information Required to Be Disclosed 410‑141‑5310
CCO HOLDING COMPANY REGULATION: Presumption of Control 410‑141‑5315
CCO HOLDING COMPANY REGULATION: Disclaimer of Affiliation 410‑141‑5320
CCO HOLDING COMPANY REGULATION: Transactions Within Holding Company 410‑141‑5325
CCO HOLDING COMPANY REGULATION: Director and Officer Liability 410‑141‑5330
CCO HOLDING COMPANY REGULATION: Annual Enterprise Risk Report 410‑141‑5335
CCO HOLDING COMPANY REGULATION: Disclaimers and Termination of Registration 410‑141‑5340
CCO HOLDING COMPANY REGULATION: Forms 410‑141‑5345
CCO HOLDING COMPANY REGULATION: Forms 410‑141‑5350
CCO HOLDING COMPANY REGULATION: Forms 410‑141‑5355
CCO HOLDING COMPANY REGULATION: Forms 410‑141‑5360
CCO INSOLVENCY AND DISSOLUTION: Access to Funds and Transition of Members and Records 410‑141‑5365
CCO INSOLVENCY AND DISSOLUTION: Hazardous Operations 410‑141‑5370
CCO INSOLVENCY AND DISSOLUTION: Recovery From Parent Corporation Or Holding Company In The Event Of Liquidation Or Rehabilitation 410‑141‑5375
CCO INSOLVENCY AND DISSOLUTION: Voluntary Dissolution 410‑141‑5380
CIVIL PENALTIES
Last Updated

Jun. 8, 2021

Rule 410-141-5045’s source at or​.us