PURPOSE: The purpose of this rule is to set forth the management and control, which the director deems necessary for the regulation of captive insurance companies.
- (1) Directors. Every company shall report to the director within thirty (30) days after any change in its executive officers or directors, including in its report a statement of the business and professional affiliations of any new executive officer or director. No director, officer, or employee of a company shall, except on behalf of the company, accept, or be the beneficiary of, any fee, brokerage, gift, or other emolument because of any investment, loan, deposit, purchase, sale, payment or exchange made by or for the company but such person may receive reasonable compensation for necessary services rendered to the company in his or her usual private, professional or business capacity. Any profit or gain received by or on behalf of any person in violation of this section shall inure to and be recoverable by the company.
- (2) Conflict of Interest. In addition to the investment of funds in section (1) of this rule, each company chartered in this state is required to adopt a conflict of interest statement from officers, directors and key employees. Such statement shall disclose that the individual has no outside commitments, personal or otherwise, that would divert him from his duty to further the interests of the company he represents but this shall not preclude such person from being a director or officer in more than one (1) insurance company. Each officer, director, and key employ- 20 CSR 200-20
ee shall file such disclosure with the board of directors yearly.
- (3) Insurance Managers and Intermediaries. No person shall, in or from within this state, act as an insurance manager, broker, agent, salesman, or reinsurance intermediary for captive business without the authorization of the director. Application for such authorization must be on a form prescribed by the director.
- (4) Acquisitions of Control of or Merger with Domestic Company. No person other than the issuer shall make a tender offer of or a request or invitation for tenders of, or enter into any agreement to exchange securities for, seek to acquire, or acquire in the open market or otherwise, any voting security of a domestic company if, after the consummation thereof, such person would, directly or indirectly (or by conversion or by exercise of any right to acquire) be in control of such company; and no person shall enter into an agreement to merge with or otherwise to acquire control of a domestic company without the prior written approval of the director. In considering any application for acquisition of control or merger with a domestic company, the director shall consider all of the facts and circumstances surrounding the application as well as the criteria for establishment of a company set out in this chapter.
AUTHORITY: section 374.045, RSMo 2000 and sections 379.1328 and 379.1421, RSMo Supp. 2007.* Original rule filed Nov. 15, 2007, effective June 30, 2008.
*Original authority: 374.045, RSMo 1967, amended 1993, 1995; 379.1328, RSMo 2007; and 379.1421, RSMo 2007.