Conference Call ROLL CALL

Transcription

1 Conference Call COMPANY LICENSING TRANSACTIONS (E) SUBGROUP Thursday, December 17, :00 a.m. ET / 10:00 a.m. CT / 9:00 a.m. MT / 8:00 a.m. PT 7:00 a.m. Alaska / 6:00 a.m. Hawaii ROLL CALL Cynthia Donovan, Chair Indiana Mary Mostoller Florida Maxine Froemling Alaska Joel Sander Oklahoma Jill Jacobi California Cressinda Bybee Pennsylvania Kathy Belfi Connecticut Godwin Ohaechesi Texas Dave Lonchar Delaware Gayle Pasero Washington AGENDA 1. Discuss Key Item Review for Primary Application Cynthia Donovan (IN) Attachment One 2. Discuss Sample Good Standing Letters Sent to Non-U.S. Jurisdictions Cindy Donovan (IN) Attachment Two 3. Any Other Matters Brought Before the Subgroup Cynthia Donovan (IN) 4. Adjournment W:\QA\UCAAHandbook\Conference Calls\Company Licensing Transaction Subgroup\2015\12_17_CoLTSG call\agenda_ docx 2015 National Association of Insurance Commissioners 1

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3 Applicant Company Name: Attachment One FEIN: Uniform Certificate of Authority Application (UCAA) Primary Application Audit Review Checklist (Regulator Use Only) 1. Company and Structure a. Identity of Applicant Company b. Articles & Bylaws (for compliance and/or approval in accordance with state law) i. Committee Structure ii. Par Value iii. Minimum Capitalization iv. Audit Committee Were independence requirements met c. Organizational Chart d. Board of Directors and Designated Committees i. Minimum/maximum number of directors ii. Number of directors iii. Residency requirements iv. Independence requirements e. Affiliated Organizations (affiliated agreements will be reviewed for licensing purposes, however, affiliated agreements are not being approved, a Form D filing is required for approval) i. Identify the types organizations (affiliated and unaffiliated) ii. List of services provided by affiliates iii. Reimbursement terms fair & reasonable to the Applicant Company iv. Financial condition 2. Biographical Affidavits (Bios are required for the officer/director of a company regardless if they are an officer of an affiliate) a. Review biographical affidavits (the biographical affidavit should be completed on the most current revision date of the form and no more than one year old) b. Review fingerprint and third party verifications (where required) c. Review Form A database for other transactions and outcomes d. Review SAD database for regulatory actions against the officer or director e. Review biographical sketches (Form B) f. Review board officer compensation information g. Review the quality and expertise of the ultimate controlling person, officers and directors, appointed actuary, appointed accountant (CPA) h. Review appointment letters for actuary and CPA i. Verify Licenses 3. Holding Company a. Review Form B; Holding Company Registration Statement, including amendments (if applicable); and Holding Company Filings b. Review UCE Financials - Verify if UCE is capable of providing support and experience level in operating the type of company proposed c. Review Debt-to-Equity statement d. Review lead state holding company system analysis and reports

4 Applicant Company Name: Attachment One FEIN: e. Review contemplated affiliated agreements with the Applicant Company f. Review rating agency reports g. Review five years of audited financial statements, current financial statements (as of date within 90 days of filing) and SEC reports, if applicable. Identify any concerns h. Determine if financial projections are needed for the immediate parent or UCP. If obtained, are the financial projections for the Applicant Company and/or UCP consistent with business plan. 4. Business Plan and Operations a. Review Form 8 Questionnaire for the Applicant Company b. Review the Applicant Company s business narrative including the types of products to be sold and how they will be distributed c. Identify if any Managing General Agents (MGA) and Third Party Administrator (TPA) will be used. If so, are they properly licensed and registered in the state? d. Determine if the Applicant Company will use any Professional Employer Organizations (PEO) or Managing General Underwriters (MGU). If so, what services are they providing? Do they meet the definition of a TPA MGA? e. Determine if any service providers will be used and are they properly licensed?[bc1] f. Review material reinsurance transactions (for P/C companies will the retention be below the statutory requirements of policyholder surplus and reinsurance ceded/assumed programs g. Review the Applicant Company s investment policy and any other policies provided with the application h. Review custodial agreements & compliance with the statutory deposit safekeeping requirements per the Examiner s Handbook i. Review the Applicant Company s geographical service are j. Review the lines of business that the Applicant Company is applying for k. Review the marketing plan of the Applicant Company l. Review the capital adequacy and financial guarantees of the Applicant Company. i. Identify the nature, source and amount of capital and surplus m. Review the Investment Management Agreement of the Applicant Company n. Review the Applicant Company s business plans 5. Projections a. Identify if the projections appear to be reasonable b. What assumptions did the Applicant Company use in their projections c. Does the Applicant Company appear to be aggressive in their growth projections d. Determine if the GWP and NWP ratios are within the standards e. Did the Applicant Company project any surplus contributions? If so: i. What will be the source and type (case, surplus notes) of any such contributions? f. Review the initial capitalization of the Applicant Company.

5 Applicant Company Name: Attachment One FEIN: i. Where is it coming from? ii. Are there any short or long-term financing arrangements contemplated? g. For HMO s, determine the minimum capital and surplus and deposit requirements based on the Applicant Company s projections h. Review the projected RBC. Is it within the norms and does it make sense based on projections. i. Feasibility study of projections 6. Company Financials (if redomesticating) a. Complete review of Level 1 Financial Analysis Handbook for redomesticating companies b. Request a copy of the Applicant Companies Insurer Profile Summary from the domestic state c. Request a copy of the latest holding company system analysis from the lead state d. Review the Applicant Company s FAST and Financial Profile e. Review AM Best and other rating agency ratings 7. Other a. Determine if Network Adequacy requirements are met, if HMO b. Determine if a pre-licensing examination needs to occur c. Designation of Registered Agent d. Description of contracts for capitalization of Applicant Company e. Review applications filed in other states in the prior 12 months f. Review the terms of any agreements with a broker-dealer g. Review the financial statement and exhibits h. Review the market share impact i. Verify that the application was properly and authority was given for Commissioner to make inquiries about the Applicant Company[BC2]

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7 Attachment Two INSURANCE DEPARTMENT I,, Insurance Commissioner of the Commonwealth of Pennsylvania, do hereby certify that, domiciled in the Commonwealth of Pennsylvania with a statutory home office address in, Pennsylvania, has complied with the laws of this Commonwealth, and is authorized to transact the business of: received its Certificate of Authority on, and has transacted the lines of business identified above for at least the past five years. Domestic stock and mutual insurance companies, other than life, may transact outside of the United States, its territories and possessions, any and all forms of insurance or reinsurance, other than life insurance or annuities, on risks outside of the United States, its territories and possessions, provided that any such company shall maintain a minimum policyholders surplus of two million dollars ($2,000,000.00) (40 P.S. 1001). is in compliance with the solvency requirements of the Insurance Code of Pennsylvania applicable to property and casualty insurance companies conducting business in Pennsylvania. In Witness Whereof, I have hereunto set my hand and caused my official seal to be affixed this th day of, 201_. Insurance Commissioner

8 Attachment Two INSURANCE DEPARTMENT I,, Insurance Commissioner of the Commonwealth of Pennsylvania, do hereby certify that, domiciled in the Commonwealth of Pennsylvania with a statutory home office address in, Pennsylvania, has complied with the laws of this Commonwealth, and is authorized to transact the business of: Domestic stock and mutual insurance companies, other than life, may transact outside of the United States, its territories and possessions, any and all forms of insurance or reinsurance, other than life insurance or annuities, on risks outside of the United States, its territories and possessions, provided that any such company shall maintain a minimum policyholders surplus of two million dollars ($2,000,000.00) (40 P.S. 1001). does not have limitations to pay obligations in free convertible currency. In Witness Whereof, I have hereunto set my hand and caused my official seal to be affixed this rd day of, 201_. Insurance Commissioner

9 Attachment Two INSURANCE DEPARTMENT I,, Insurance Commissioner of the Commonwealth of Pennsylvania, do hereby certify that, domiciled in the Commonwealth of Pennsylvania with a statutory home office address in, Pennsylvania, has complied with the laws of this Commonwealth, and is authorized to transact the business of: By virtue of the Pennsylvania statute and express authority, complies with the rules of solvency of this Department and may pursue insurance and reinsurance activities in other state jurisdictions and foreign countries and become licensed or authorized in such jurisdictions as required. as of, has common capital stock of $ and gross paid in and contributed surplus of $. In Witness Whereof, I have hereunto set my hand and caused my official seal to be affixed this th day of, 201_. Insurance Commissioner

10 Attachment Two INSURANCE DEPARTMENT I,, Insurance Commissioner of the Commonwealth of Pennsylvania, do hereby certify that, domiciled in the Commonwealth of Pennsylvania with a statutory home office address in, Pennsylvania, has complied with the laws of this Commonwealth, and is authorized to transact the business of: By virtue of the Pennsylvania statute and express authority, complies with the rules of solvency of this Department and may pursue insurance and reinsurance activities in other state jurisdictions and foreign countries and become licensed or authorized in such jurisdictions as required. does not have limitations to pay obligations in free convertible currency. In Witness Whereof, I have hereunto set my hand and caused my official seal to be affixed this th day of, 201_. Acting Insurance Commissioner

11 Attachment Two INSURANCE DEPARTMENT I,, Insurance Commissioner of the Commonwealth of Pennsylvania, do hereby certify that, domiciled in the Commonwealth of Pennsylvania with a statutory home office address in, Pennsylvania, has complied with the laws of this Commonwealth, and is authorized to transact the business of: Domestic stock and mutual insurance companies, other than life, may transact outside of the United States, its territories and possessions, any and all forms of insurance or reinsurance, other than life insurance or annuities, on risks outside of the United States, its territories and possessions, provided that any such company shall maintain a minimum policyholders surplus of two million dollars ($2,000,000.00) (40 P.S. 1001). does not have limitations to pay obligations in free convertible currency. In Witness Whereof, I have hereunto set my hand and caused my official seal to be affixed this th day of, 201_. Insurance Commissioner

12 STATE OF INDIANA MICHAEL R. PENCE, Governor IDOI Attachment Two Indiana Department of Insurance 311 W. Washington Street, Suite 300 Indianapolis, Indiana Telephone: (317) Fax: (317) Stephen W. Robertson, Commissioner August 21, 2015 Superintendency: This letter hereby declares that Insert Company Name, domiciled in Indianapolis, Indiana (USA), was duly organized as a domestic stock insurance company on March 1, 1901, with perpetual corporate existence, and as such holds a perpetual insurance license. Insert Company Name is currently in compliance and in good standing with the Indiana Department of Insurance and authorized to write directly or through reinsurance the business of Class 2 (a)(b)(c)(d)(e)(f)(g)(h)(i)(k-excluding bail bonds)(l)(m) and Class 3 (a)(b)(c)(d) insurance as described in Indiana Code attached hereto, and in any other jurisdiction as so permitted by the laws of such jurisdiction. Likewise, Federal Insurance Company is permitted by Indiana Code to fulfill policy and other contractual obligations, which it assumes abroad in freely convertible currency. By virtue of the Indiana statutes and express authority, Federal Insurance Company complies with the rules of solvency of this Department and may pursue insurance and reinsurance activities in Indiana and other state jurisdictions and foreign countries and become licensed or authorized in such jurisdictions as required. Sincerely, State of Indiana County of Marion Stephen W. Robertson Insurance Commissioner BEFORE ME, the undersigned authority, on this day personally appeared Stephen W. Robertson known to me to be the person whose name is subscribed to the forgoing instrument, and acknowledged to me that he executed to same. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of August, Notary Public in and for Printed Name County, Indiana Commission Expires: ACCREDITED BY THE NATIONAL ASSOCIATION OF INSURANCE COMMISSIONERS AGENCY SERVICES COMPANY COMPLIANCE CONSUMER SERVICES EXAMINIATIONS/FINANCIAL SERVICES MEDICAL MALPRACTICE SECURITIES/COMPANY RECORDS STATE HEALTH INSURANCE PROGRAM (317) (317) (317) (317) (317) (317)

13 STATE OF INDIANA MICHAEL R. PENCE, Governor IDOI Attachment Two Indiana Department of Insurance 311 W. Washington Street, Suite 300 Indianapolis, Indiana Telephone: (317) Fax: (317) Stephen W. Robertson, Commissioner November 7, 2014 Superintendence: This letter hereby declares that Insert Company Name, domiciled in Indianapolis, Indiana (USA), was duly organized as a domestic stock insurance company on March 1, 1901, with perpetual corporate existence, and as such holds a perpetual insurance license. Insert Company Name is currently in compliance and in good standing with the Indiana Department of Insurance and authorized to write directly or through reinsurance the business of Class 2 (a)(b)(c)(d)(e)(f)(g)(h)(i)(k-excluding bail bonds)(l)(m) and Class 3 (a)(b)(c)(d) insurance as described in Indiana Code attached hereto, and in any other jurisdiction as so permitted by the laws of such jurisdiction. Likewise, Insert Company Name is permitted by Indiana Code to fulfill policy and other contractual obligations, which it assumes abroad in freely convertible currency. Insert Company Name commenced its operations in insurance and reinsurance in 1901 and has continued these operations in Indiana (USA) for over five years in the business of Classes set forth above. By virtue of the Indiana statutes and express authority, Insert Company Name complies with the rules of solvency of this Department and may pursue insurance and reinsurance activities in Indiana and other state jurisdictions and foreign countries and become licensed or authorized in such jurisdictions as required. Sincerely, State of Indiana County of Marion Stephen W. Robertson Insurance Commissioner BEFORE ME, the undersigned authority, on this day personally appeared Stephen W. Robertson known to me to be the person whose name is subscribed to the forgoing instrument, and acknowledged to me that he executed to same. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of November, Notary Public in and for Printed Name County, Indiana Commission Expires: ACCREDITED BY THE NATIONAL ASSOCIATION OF INSURANCE COMMISSIONERS AGENCY SERVICES COMPANY COMPLIANCE CONSUMER SERVICES EXAMINIATIONS/FINANCIAL SERVICES MEDICAL MALPRACTICE SECURITIES/COMPANY RECORDS STATE HEALTH INSURANCE PROGRAM (317) (317) (317) (317) (317) (317)

14 STATE OF INDIANA MICHAEL R. PENCE, Governor IDOI Attachment Two Indiana Department of Insurance 311 W. Washington Street, Suite 300 Indianapolis, Indiana Telephone: (317) Fax: (317) Stephen W. Robertson, Commissioner May 16, 2014 Office of the Commissioner of Insurance of Puerto Rico: This letter hereby declares that Insert Company Name, domiciled in Fort Wayne, Indiana (USA), was duly organized as a domestic stock insurance company on December 21, 1909, with perpetual corporate existence, and as such holds a perpetual insurance license. The Insert Company Name is currently in compliance and in good standing with the Indiana Department of Insurance and authorized to write directly or through reinsurance the business of Class 2 (a)(b)(c)(d)(e)(f)(g)(h)(i)(k excluding bail bond)(l)(m) and Class 3 (a)(b)(c)(d) insurance as described in Indiana Code attached hereto, and in any other jurisdiction as so permitted by the laws of such jurisdiction. Likewise, Insert Company Name is permitted by Indiana Code to fulfill policy and other contractual obligations, which it assumes abroad in freely convertible currency. The Insert Company Name as of December 31, 2013, has common capital stock of $4,800,000 and surplus in the amount of $1,405,720,555. By virtue of the Indiana statute and express authority, The Insert Company Name complies with the rules of solvency of this Department and may pursue insurance and reinsurance activities in Indiana and other state jurisdictions and foreign countries and become licensed or authorized in such jurisdictions as required. Sincerely, State of Indiana County of Marion Stephen W. Robertson Insurance Commissioner BEFORE ME, the undersigned authority, on this day personally appeared Stephen W. Robertson known to me to be the person whose name is subscribed to the forgoing instrument, and acknowledged to me that he executed to same. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of May, Notary Public in and for Printed Name County, Indiana Commission Expires: ACCREDITED BY THE NATIONAL ASSOCIATION OF INSURANCE COMMISSIONERS AGENCY SERVICES COMPANY COMPLIANCE CONSUMER SERVICES EXAMINIATIONS/FINANCIAL SERVICES MEDICAL MALPRACTICE SECURITIES/COMPANY RECORDS STATE HEALTH INSURANCE PROGRAM (317) (317) (317) (317) (317) (317)

15 Attachment Two For submission to the insurance supervisory authority in COUNRY this to certify that COMPANY NAME COMPANY ADDRESS COMPANY ADDRESS was organized in YEAR as an insurance company under the laws of the state of Missouri, has its principal place of business in the United States of America, and has been exclusively operating in the business of insurance, including reinsurance, since its formation. COMPANY NAME is supervised by the Missouri Department of Insurance, Financial Institutions & Professional Registration (the Department ) which is a member of the National Association of Insurance Commissioners (NAIC). The Department is accredited in accordance with standards established by the National Association of Insurance Commissioners. The NAIC and its membership are members of the International Association of Insurance Supervisors (IAIS). Therefore, COMPANY NAME, by virtue of our membership in the IAIS, is being supervised according to the laws and regulations of Missouri and the standards set forth by the IAIS. Under the mentioned law and its charter, the Company is authorized to operate business by insuring or reinsuring risks from life and health insurance, and annuities, both in the United States and abroad as defined by RSMo. To the best of my knowledge, within the past five years, the Company has not committed any violations of laws or rules which would give rise to criminal prosecution. The Department has no objection to the mentioned company operating exclusively as a reinsurer in COUNTRY and meeting any obligations that may result from that activity in freely convertible currency. So signed and official seal affixed this DAY day of MONTH YEAR, at my office in the City of Jefferson, State of Missouri, United States of America. John M. Huff, Director Missouri Department of Insurance, Financial Institutions & Professional Registration