{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/38.2-1334.12.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/38.2-1334.12.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/38.2-1334.12.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/38.2-1334.12.html"}],"law_id":87455,"edition_id":1,"section_id":87455,"structure_id":13689,"section_number":"38.2-1334.12","catch_line":"Disclosure requirement","history":"2017, c. 643.","full_text":"A\n\nThe requirements of this article shall apply to all insurers domiciled in the Commonwealth. An insurer, or the insurance group of which the insurer is a member, shall, no later than June 1 of each calendar year, submit to the Commission a Corporate Governance Annual Disclosure that contains the information described in subsection B of § 38.2-1334.13. Notwithstanding any request from the Commission made pursuant to subsection C, if the insurer is a member of an insurance group, the insurer shall submit the report required by this section to the Commissioner of the lead state for the insurance group, in accordance with the laws of the lead state, as determined by the procedures outlined in the most recent Financial Analysis Handbook adopted by the NAIC.B\n\nThe CGAD shall include a signature of the insurer or insurance group’s chief executive officer or corporate secretary attesting to the best of that individual’s belief and knowledge that the insurer has implemented the corporate governance practices and that a copy of the disclosure has been provided to the insurer’s board of directors or the appropriate committee thereof.C\n\nAn insurer not required to submit a CGAD under this section shall do so upon the Commission’s request.D\n\nFor purposes of completing the CGAD, the insurer or insurance group may provide information regarding corporate governance at one or more of the ultimate controlling parent level, an intermediate holding company level, or the individual legal entity level, depending upon how the insurer or insurance group has structured its system of corporate governance. The insurer or insurance group is encouraged to make the CGAD disclosures at the level at which the insurer’s or insurance group’s risk appetite is determined, or at which the earnings, capital, liquidity, operations, and reputation of the insurer are overseen collectively and at which the supervision of those factors are coordinated and exercised, or the level at which legal liability for failure of general corporate governance duties would be placed. If the insurer or insurance group determines the level of reporting based on these criteria, it shall indicate which of the three criteria was used to determine the level of reporting and explain any subsequent changes in level of reporting.E\n\nThe review of the CGAD and any additional requests for information shall be made through the lead state as determined by the procedures within the most recent Financial Analysis Handbook referenced in subsection A.F\n\nInsurers providing information substantially similar to the information required by this article in other documents provided to the Commission, including proxy statements filed in conjunction with the registration requirements pursuant to § 38.2-1329, or other state or federal filings provided to the Commission shall not be required to duplicate that information in the CGAD, but shall only be required to cross-reference the document in which the information is included.G\n\nNothing in this article shall be construed to prescribe or impose corporate governance standards and internal procedures beyond that which is required under applicable state corporate law. Notwithstanding the foregoing, nothing in this article shall be construed to limit the Commission’s authority, or the rights or obligations of third parties, under § 38.2-1318.","order_by":null,"text":{"0":{"id":313073,"text":"The requirements of this article shall apply to all insurers domiciled in the Commonwealth. An insurer, or the insurance group of which the insurer is a member, shall, no later than June 1 of each calendar year, submit to the Commission a Corporate Governance Annual Disclosure that contains the information described in subsection B of § 38.2-1334.13. Notwithstanding any request from the Commission made pursuant to subsection C, if the insurer is a member of an insurance group, the insurer shall submit the report required by this section to the Commissioner of the lead state for the insurance group, in accordance with the laws of the lead state, as determined by the procedures outlined in the most recent Financial Analysis Handbook adopted by the NAIC.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":313074,"text":"The CGAD shall include a signature of the insurer or insurance group’s chief executive officer or corporate secretary attesting to the best of that individual’s belief and knowledge that the insurer has implemented the corporate governance practices and that a copy of the disclosure has been provided to the insurer’s board of directors or the appropriate committee thereof.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":313075,"text":"An insurer not required to submit a CGAD under this section shall do so upon the Commission’s request.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":313076,"text":"For purposes of completing the CGAD, the insurer or insurance group may provide information regarding corporate governance at one or more of the ultimate controlling parent level, an intermediate holding company level, or the individual legal entity level, depending upon how the insurer or insurance group has structured its system of corporate governance. The insurer or insurance group is encouraged to make the CGAD disclosures at the level at which the insurer’s or insurance group’s risk appetite is determined, or at which the earnings, capital, liquidity, operations, and reputation of the insurer are overseen collectively and at which the supervision of those factors are coordinated and exercised, or the level at which legal liability for failure of general corporate governance duties would be placed. If the insurer or insurance group determines the level of reporting based on these criteria, it shall indicate which of the three criteria was used to determine the level of reporting and explain any subsequent changes in level of reporting.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"4":{"id":313077,"text":"The review of the CGAD and any additional requests for information shall be made through the lead state as determined by the procedures within the most recent Financial Analysis Handbook referenced in subsection A.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"F"},"5":{"id":313078,"text":"Insurers providing information substantially similar to the information required by this article in other documents provided to the Commission, including proxy statements filed in conjunction with the registration requirements pursuant to § 38.2-1329, or other state or federal filings provided to the Commission shall not be required to duplicate that information in the CGAD, but shall only be required to cross-reference the document in which the information is included.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E","next_prefix":"G"},"6":{"id":313079,"text":"Nothing in this article shall be construed to prescribe or impose corporate governance standards and internal procedures beyond that which is required under applicable state corporate law. Notwithstanding the foregoing, nothing in this article shall be construed to limit the Commission’s authority, or the rights or obligations of third parties, under § 38.2-1318.","type":"section","prefixes":["G"],"prefix":"G","entire_prefix":"G","prefix_anchor":"G","level":1,"prior_prefix":"F"}},"ancestry":[{"id":13689,"edition_id":1,"name":"Corporate Governance Annual Disclosures","identifier":"5.2","label":"article","depth":3,"order_by":1,"parent_id":13289,"metadata":{},"date_created":"2026-06-26 03:45:34","date_modified":"2026-06-26 03:45:34","permalink":{"id":211729,"object_type":"structure","relational_id":13689,"identifier":"5.2","token":"38.2\/13\/5.2","url":"\/38.2\/13\/5.2\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13289,"edition_id":1,"name":"Reports, Reserves and Examinations, Insurance Holding Companies, Reinsurance Intermediaries, and Managing General Agents","identifier":"13","label":"chapter","depth":2,"order_by":1,"parent_id":12698,"metadata":{},"date_created":"2026-06-26 03:44:35","date_modified":"2026-06-26 03:44:35","permalink":{"id":211347,"object_type":"structure","relational_id":13289,"identifier":"13","token":"38.2\/13","url":"\/38.2\/13\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12698,"edition_id":1,"name":"Insurance","identifier":"38.2","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:49","date_modified":"2026-06-26 03:43:49","permalink":{"id":210661,"object_type":"structure","relational_id":12698,"identifier":"38.2","token":"38.2","url":"\/38.2\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":65917,"structure_id":13689,"section_number":"38.2-1334.11","catch_line":"Definitions","url":"\/38.2-1334.11\/","token":"38.2\/13\/5.2\/38.2-1334.11","metadata":false},{"id":87455,"structure_id":13689,"section_number":"38.2-1334.12","catch_line":"Disclosure requirement","url":"\/38.2-1334.12\/","token":"38.2\/13\/5.2\/38.2-1334.12","metadata":false},{"id":71848,"structure_id":13689,"section_number":"38.2-1334.13","catch_line":"Contents of Corporate Governance Annual Disclosure","url":"\/38.2-1334.13\/","token":"38.2\/13\/5.2\/38.2-1334.13","metadata":false},{"id":66192,"structure_id":13689,"section_number":"38.2-1334.14","catch_line":"Confidentiality","url":"\/38.2-1334.14\/","token":"38.2\/13\/5.2\/38.2-1334.14","metadata":false},{"id":86182,"structure_id":13689,"section_number":"38.2-1334.15","catch_line":"NAIC and third-party consultants","url":"\/38.2-1334.15\/","token":"38.2\/13\/5.2\/38.2-1334.15","metadata":false},{"id":54668,"structure_id":13689,"section_number":"38.2-1334.16","catch_line":"Rules and regulations","url":"\/38.2-1334.16\/","token":"38.2\/13\/5.2\/38.2-1334.16","metadata":false},{"id":74286,"structure_id":13689,"section_number":"38.2-1334.17","catch_line":"Sanctions","url":"\/38.2-1334.17\/","token":"38.2\/13\/5.2\/38.2-1334.17","metadata":false}],"previous_section":{"id":65917,"structure_id":13689,"section_number":"38.2-1334.11","catch_line":"Definitions","url":"\/38.2-1334.11\/","token":"38.2\/13\/5.2\/38.2-1334.11","metadata":false},"next_section":{"id":71848,"structure_id":13689,"section_number":"38.2-1334.13","catch_line":"Contents of Corporate Governance Annual Disclosure","url":"\/38.2-1334.13\/","token":"38.2\/13\/5.2\/38.2-1334.13","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/38.2-1334.12\/","history_text":"

This law was first created in 2017. The record of its establishment is cataloged in chapter 643<\/a> of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year.<\/p>","references":false,"refers_to":[{"id":63265,"section_number":"38.2-1318","catch_line":"Examinations; how conducted","order_by":null,"url":"\/38.2-1318\/"},{"id":71281,"section_number":"38.2-1329","catch_line":"Registration of insurers that are members of holding company system","order_by":null,"url":"\/38.2-1329\/"},{"id":71848,"section_number":"38.2-1334.13","catch_line":"Contents of Corporate Governance Annual Disclosure","order_by":null,"url":"\/38.2-1334.13\/"}],"permalink":{"id":211735,"object_type":"law","relational_id":87455,"identifier":"38.2-1334.12","token":"38.2\/13\/5.2\/38.2-1334.12","url":"\/38.2-1334.12\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/38.2-1334.12\/","token":"38.2\/13\/5.2\/38.2-1334.12","dublin_core":{"Title":"Disclosure requirement","Type":"Text","Format":"text\/html","Identifier":"\u00a7 38.2-1334.12","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> The requirements of this article shall apply to all insurers<\/span> domiciled in the Commonwealth. An insurer<\/span>, or the insurance group<\/span> of which the insurer<\/span> is a member, shall, no later than June 1 of each calendar year, submit to the Commission<\/span> a Corporate Governance Annual Disclosure<\/span> that contains the information described in subsection B of § 38.2-1334.13<\/a>. Notwithstanding any request from the Commission<\/span> made pursuant to subsection C, if the insurer<\/span> is a member of an insurance group<\/span>, the insurer<\/span> shall submit the report required by this section to the Commissioner<\/span> of the lead state<\/span> for the insurance group<\/span>, in accordance with the laws<\/span> of the lead state<\/span>, as determined by the procedures outlined in the most recent Financial Analysis Handbook adopted by the NAIC<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The CGAD<\/span> shall include a signature of the insurer<\/span> or insurance group<\/span>’s chief executive officer or corporate secretary attesting to the best of that individual’s belief and knowledge that the insurer<\/span> has implemented the corporate governance practices and that a copy of the disclosure has been provided to the insurer<\/span>’s board of directors or the appropriate committee thereof. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> An insurer<\/span> not required to submit a CGAD<\/span> under this section shall do so upon the Commission<\/span>’s request. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> For purposes of completing the CGAD<\/span>, the insurer<\/span> or insurance group<\/span> may provide information regarding corporate governance at one or more of the ultimate controlling parent level, an intermediate holding company<\/span> level, or the individual legal entity level, depending upon how the insurer<\/span> or insurance group<\/span> has structured its system of corporate governance. The insurer<\/span> or insurance group<\/span> is encouraged to make the CGAD<\/span> disclosures at the level at which the insurer<\/span>’s or insurance group<\/span>’s risk appetite is determined, or at which the earnings, capital, liquidity, operations, and reputation of the insurer<\/span> are overseen collectively and at which the supervision of those factors are coordinated and exercised, or the level at which legal liability for failure of general corporate governance duties would be placed. If the insurer<\/span> or insurance group<\/span> determines the level of reporting based on these criteria, it shall indicate which of the three criteria was used to determine the level of reporting and explain any subsequent changes in level of reporting. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> The review of the CGAD<\/span> and any additional requests for information shall be made through the lead state<\/span> as determined by the procedures within the most recent Financial Analysis Handbook referenced in subsection A. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> Insurers<\/span> providing information substantially similar to the information required by this article in other documents provided to the Commission<\/span>, including proxy statements filed in conjunction with the registration requirements pursuant to § 38.2-1329<\/a>, or other state<\/span> or federal filings provided to the Commission<\/span> shall not be required to duplicate that information in the CGAD<\/span>, but shall only be required to cross-reference the document in which the information is included. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

G.<\/span> Nothing in this article shall be construed to prescribe or impose corporate governance standards and internal procedures beyond that which is required under applicable state<\/span> corporate law<\/span>. Notwithstanding the foregoing, nothing in this article shall be construed to limit the Commission<\/span>’s authority, or the rights or obligations of third parties, under § 38.2-1318<\/a>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nDISCLOSURE REQUIREMENT (\u00a7 38.2-1334.12)\n\nA. The requirements of this article shall apply to all insurers domiciled in the\nCommonwealth. An insurer, or the insurance group of which the insurer is a\nmember, shall, no later than June 1 of each calendar year, submit to the\nCommission a Corporate Governance Annual Disclosure that contains the\ninformation described in subsection B of § 38.2-1334.13. Notwithstanding\nany request from the Commission made pursuant to subsection C, if the insurer is\na member of an insurance group, the insurer shall submit the report required by\nthis section to the Commissioner of the lead state for the insurance group, in\naccordance with the laws of the lead state, as determined by the procedures\noutlined in the most recent Financial Analysis Handbook adopted by the NAIC.\n\nB. The CGAD shall include a signature of the insurer or insurance group’s\nchief executive officer or corporate secretary attesting to the best of that\nindividual’s belief and knowledge that the insurer has implemented the\ncorporate governance practices and that a copy of the disclosure has been\nprovided to the insurer’s board of directors or the appropriate committee\nthereof.\n\nC. An insurer not required to submit a CGAD under this section shall do so upon\nthe Commission’s request.\n\nD. For purposes of completing the CGAD, the insurer or insurance group may\nprovide information regarding corporate governance at one or more of the\nultimate controlling parent level, an intermediate holding company level, or the\nindividual legal entity level, depending upon how the insurer or insurance group\nhas structured its system of corporate governance. The insurer or insurance\ngroup is encouraged to make the CGAD disclosures at the level at which the\ninsurer’s or insurance group’s risk appetite is determined, or at\nwhich the earnings, capital, liquidity, operations, and reputation of the\ninsurer are overseen collectively and at which the supervision of those factors\nare coordinated and exercised, or the level at which legal liability for failure\nof general corporate governance duties would be placed. If the insurer or\ninsurance group determines the level of reporting based on these criteria, it\nshall indicate which of the three criteria was used to determine the level of\nreporting and explain any subsequent changes in level of reporting.\n\nE. The review of the CGAD and any additional requests for information shall be\nmade through the lead state as determined by the procedures within the most\nrecent Financial Analysis Handbook referenced in subsection A.\n\nF. Insurers providing information substantially similar to the information\nrequired by this article in other documents provided to the Commission,\nincluding proxy statements filed in conjunction with the registration\nrequirements pursuant to § 38.2-1329, or other state or federal filings\nprovided to the Commission shall not be required to duplicate that information\nin the CGAD, but shall only be required to cross-reference the document in which\nthe information is included.\n\nG. Nothing in this article shall be construed to prescribe or impose corporate\ngovernance standards and internal procedures beyond that which is required under\napplicable state corporate law. Notwithstanding the foregoing, nothing in this\narticle shall be construed to limit the Commission’s authority, or the\nrights or obligations of third parties, under § 38.2-1318.\n\nHISTORY: 2017, c. 643.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}