Every insurer that is subject to the registration requirements of ORS 732.551 (Registration of insurer members of holding company systems) shall file a registration statement on a form prescribed by the Director of the Department of Consumer and Business Services. The director shall consider and may prescribe as the registration statement form for this section the form that the National Association of Insurance Commissioners prescribes. The registration statement must list, describe, summarize or include, as appropriate and as the director specifies by rule:
The capital structure, general financial condition, ownership and management of the insurer and any person that controls the insurer.
The identity and relationship of every member of the insurance holding company system.
The following agreements in force and transactions currently outstanding or that have occurred during the last calendar year between the insurer and the insurer’s affiliates:
Loans, other investments, or purchases, sales or exchanges of securities of the affiliates by the insurer or of the insurer by the insurer’s affiliates;
Purchases, sales or exchanges of assets;
Transactions not in the ordinary course of business;
Guarantees or undertakings for the benefit of an affiliate that result in an actual contingent exposure of the insurer’s assets to liability, other than insurance contracts the insurer enters into in the ordinary course of the insurer’s business;
All management agreements, service contracts and all cost-sharing arrangements;
Dividends and other distributions to shareholders; and
Consolidated tax allocation agreements.
Any pledge of the insurer’s stock, including stock of any subsidiary or controlling affiliate, for a loan made to any member of the insurance holding company system.(e)(A) Financial statements of or within an insurance holding company system, including financial statements of affiliates, if the director requests the financial statements.
Financial statements that are subject to this paragraph include, but are not limited to, annual audited financial statements that the insurer or the insurance holding company system files with the United States Securities and Exchange Commission under the Securities Act of 1933 or the Securities Exchange Act of 1934.
An insurer that must file financial statements under this paragraph may satisfy the requirement by providing the director with the parent corporation financial statements that have been filed most recently with the United States Securities and Exchange Commission.
Other matters concerning transactions between registered insurers and any affiliates as may be included from time to time in any registration forms prescribed by the director.
Affidavits that state that:
The insurer’s board of directors is responsible for and oversees corporate governance and internal controls; and
The insurer’s officers or senior management have approved and implemented, and continue to maintain and monitor, corporate governance and internal control procedures.
Any other information the director requires by rule.
Each registration statement filed under this section must have a summary that outlines all items in the current registration statement that have changed from the prior registration statement. [Formerly 732.625; 2013 c.370 §23]