                                 CODE OF VIRGINIA

DEFINITIONS (§ 38.2-1322)

As used in this article:
		&#8220;Acquiring person&#8221; means any person by whom or on whose behalf
acquisition of control of any domestic insurer is to be effected.
		&#8220;Affiliate&#8221; of a specific person or a person
&#8220;affiliated&#8221; with a specific person means a person that directly or
indirectly through one or more intermediaries, controls, is controlled by or is
under common control with the person specified.
		&#8220;Control,&#8221; including the terms &#8220;controlling,&#8221;
&#8220;controlled by&#8221; and &#8220;under common control with,&#8221; means
direct or indirect possession of the power to direct or cause the direction of
the management and policies of a person, through (i) the ownership of voting
securities, (ii) by contract other than a commercial contract for goods or
nonmanagement services, or (iii) 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 collectively 10 percent or
more of the voting securities of any other person. This presumption may be
rebutted by a showing made in the manner provided by subsection K of §
38.2-1329 that control does not exist. After giving all interested persons
notice and opportunity to be heard and making specific findings to support its
determination, the Commission may determine that control exists, notwithstanding
the absence of a presumption to that effect.
		&#8220;Enterprise risk&#8221; 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&#8217;s risk-based capital to fall into company action level as set
forth in § 38.2-5503 or would cause the insurer to be in hazardous financial
condition pursuant to 14VAC5-290-30 and 14VAC5-290-40 of the Virginia
Administrative Code.
		&#8220;Group-wide supervisor&#8221; means the regulatory official authorized
to engage in conducting and coordinating group-wide supervision activities who
is determined or acknowledged by the Commission under § 38.2-1332.2 to have
sufficient significant contacts with the internationally active insurance group.
		&#8220;Insurance holding company system&#8221; means two or more affiliated
persons, one or more of which is an insurer.
		&#8220;Insurer&#8221; means an insurance company as defined in § 38.2-100.
		&#8220;Internationally active insurance group&#8221; means an insurance
holding company system that includes an insurer registered under § 38.2-1329
and that meets the following criteria: (i) premiums written in at least three
countries; (ii) the percentage of gross premiums written outside the United
States is at least 10 percent of the insurance holding company system&#8217;s
total gross written premiums; and (iii) based on a three year rolling average,
(a) the total assets of the insurance holding company system are at least $50
billion or (b) the total gross written premiums of the insurance holding company
system are at least $10 billion.
		&#8220;Lead state commissioner&#8221; means the insurance commissioner,
director, or superintendent of the lead state of the insurance holding company
system as determined by the Financial Analysis Handbook adopted by the NAIC.
		&#8220;Material transaction&#8221; means (i) any sale, purchase, exchange,
loan or extension of credit, or investment; (ii) any dividend or distribution;
(iii) any reinsurance treaty or risk-sharing arrangement; (iv) any management
contract, service contract or cost-sharing arrangement; (v) any merger with or
acquisition of control of any corporation; or (vi) any other transaction or
agreement that the Commission by order, rule or regulation determines to be
material. Any series of transactions occurring within a 12-month period that are
sufficiently similar in nature as to be reasonably construed as a single
transaction and that in the aggregate exceed any minimum limits shall be deemed
a material transaction.
		&#8220;NAIC&#8221; means the National Association of Insurance Commissioners.
		&#8220;NAIC Group Capital Calculation Instructions&#8221; 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.
		&#8220;NAIC Liquidity Stress Test Framework&#8221; or &#8220;Framework&#8221;
means an NAIC publication that includes a history of the NAIC&#8217;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, as adopted by the NAIC and
amended by the NAIC from time to time in accordance with the procedures adopted
by the NAIC.
		&#8220;Scope criteria&#8221; means 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.
		&#8220;SEC&#8221; means the U.S. Securities and Exchange Commission.
		&#8220;Subsidiary&#8221; of a specified person means an affiliate directly or
indirectly controlled by that person through one or more intermediaries.
		&#8220;Ultimate controlling person&#8221; means the person that is not
controlled by any other person.
		&#8220;Voting security&#8221; means any security that enables the owner to
vote for the election of directors. &#8220;Voting security&#8221; includes any
security convertible into or evidencing a right to acquire a voting security.

HISTORY: 1973, c. 505, § 38.1-178.1; 1977, c. 414, § 38.1-178.1:2; 1986, c.
562; 1992, c. 588; 1993, c. 158; 1998, c. 42; 2014, c. 309; 2019, c. 692; 2022,
c. 113.