20-481. Definitions

In this article, unless the context otherwise requires:

1. " Affiliate" or person " affiliated" 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.

2. " Continuing proxies" means proxies that are valid for more than one annual or special meeting of security holders and any adjournments thereof.

3. " Control" and " controlling" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract other than a commercial contract for goods or nonmanagement services, or 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 ten per cent or more of the voting securities of any other person. This presumption may be rebutted by a showing made in the manner provided by section 20-481.18 that control does not exist in fact. The director may determine, after furnishing all persons in interest notice and opportunity to be heard and making specific findings of fact to support such determination, that control exists in fact, notwithstanding the absence of a presumption to that effect.

4. " Enterprise risk" 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 on the financial condition or liquidity of the insurer or its insurance holding company system as a whole, including causing the insurer's risk-based capital to decrease to or below a company action level under section 20-488.02, or would cause an insurer to be in hazardous financial condition pursuant to section 20-220.01.

5. " Group-wide supervisor" means the regulatory official who is authorized to engage in conducting and coordinating group-wide supervision activities and who is determined or acknowledged by the director pursuant to section 20-481.33 to have sufficient significant contacts with the internationally active insurance group.

6. " Insurance holding company system" means two or more affiliated persons, one or more of whom is an insurer.

7. " Insurer" means every person engaged in the business of making contracts of insurance except:

(a) Agencies, authorities or instrumentalities of the United States, its possessions and territories, the Commonwealth of Puerto Rico, the District of Columbia or a state or political subdivision of a state.

(b) Nonprofit medical and hospital service associations.

(c) Credit life and disability reinsurers as defined in section 20-1082 that are not affiliated with another insurer as defined in section 20-104.

8. " Internationally active insurance group" means an insurance holding company system that includes an insurer registered pursuant to section 20-481.09 and that meets the following criteria:

(a) Has premiums written in at least three countries.

(b) The percentage of gross premiums written outside the United States is at least ten percent of the insurance holding company system's total gross written premiums.

(c) Based on a three-year rolling average, the total assets of the insurance holding company system are at least $50, 000, 000, 000, or the total gross written premiums of the insurance holding company system are at least $10, 000, 000, 000.

9. " Person" means an individual, a corporation, a partnership, an association, a joint stock company, a trust, an unincorporated organization and any similar entity or any combination of the foregoing acting in concert but does not include any joint venture partnership exclusively engaged in owning, managing, leasing or developing real or tangible personal property.

10. " Security holder of a specified person" means a person who owns any security of such person, including common stock, preferred stock, debt obligations, and any other security convertible into or evidencing the right to acquire any of the foregoing.

11. " Subsidiary of a specified person" means an affiliate controlled by such person directly or indirectly through one or more intermediaries.

12. " Supervisory college" means a temporary or permanent forum for communication and cooperation between regulators charged with the supervision of entities that belong to an insurance holding company system that has international operations.

13. " Voting security" means a security that carries with it a right to vote in decisions and also includes securities that are convertible into or evidence a right to acquire a security that includes such right to vote.