# COMAR Title 31 — Maryland Insurance Administration

## Subtitle 04 — Insurers

### Chapter 06 — Conflict of Interests

**Authority:** Insurance Article, §§2-109, 4-113(a)(7)—(9), and 4-116, Annotated Code of Maryland

**Administrative History:** Effective date: January 30, 1968

**Administrative History:** Amended effective May 1, 1968

**Administrative History:** Chapter recodified from COMAR 09.30.08 to COMAR 31.04.06 effective September 7, 1998 (25:18 Md. R. 1439)

**Administrative History:** Regulation .01 amended effective June 20, 2016 (43:12 Md. R. 668)

**Administrative History:** Regulation .03 amended effective February 12, 2007 (34:3 Md. R. 303)

#### Regulation .01 Interrogatory.

*COMAR 31.04.06.01*

In order to assure disclosure of possible conflict of interests, foreign and domestic companies shall be able to answer in the affirmative the following interrogatory which is contained in the “General Interrogatories” section of the National Association of Insurance Commissioners (NAIC) annual statement:

“Has the reporting entity an established procedure for disclosure to its board of directors or trustees of any material interest or affiliation on the part of any of its officers, directors, trustees, or responsible employees which is in, or is likely to, conflict with the official duties of such persons?”

#### Regulation .02 Company Policy and Statements.

*COMAR 31.04.06.02*

A. All companies, both foreign and domestic, shall have ready for convenient inspection by examiners from this Administration both of the following:

  (1) A board of directors' or trustees' resolution or bylaw setting forth the company's policy as to disclosure of a possible conflict of interest;

  (2) Questionnaires completed and signed annually by officers, directors, trustees, and responsible employees.

B. The following two samples meet Insurance Administration requirements and should be followed closely by domestic companies, though they may pass additional board of directors' or trustees' resolutions or bylaws or require additional information on their questionnaires.

C. Foreign companies will be allowed sufficient latitude in the forms they  use, so that they will not be obliged to use a special form merely to satisfy Maryland requirements. However, they should be substantially equivalent or more than equivalent in their breadth of coverage and the strictness of their requirements. The variances should not have the effect of lessening or weakening the requirements of the samples.

#### Regulation .03 Sample Board of Directors' or Trustees' Resolution or Bylaw.

*COMAR 31.04.06.03*

(1) Be It Resolved That all Officers, Directors, Trustees and Employees of the Company in their transactions with others are expected to act in the best interests of the Company and not for their own advantage.

(2) Resolved Further, That this policy requires that—

  (a) Officers, Directors, Trustees and Responsible Employees and members of their families must have no relationships nor engage in any activities that might impair their independence of judgment concerning Company business of such Officers, Directors, Trustees or Responsible Employees.

  (b) They must have no personal financial interests that might impair their independence of judgment or influence their decisions or actions on Company business in the direction of such personal financial interests.

  (c) They must not accept gifts, benefits, or unusual hospitality that might tend to influence them in the performance of their duties.

  (d) If any possible conflict of interest exists, the individual concerned must disclose the facts by completing the attached questionnaire and returning it to the secretary of the Company or an officer of the Company superior to the Secretary.

(3) Resolved Further, That the officer of the Company to whom the questionnaires are returned must refer any conflict, disclosed to him, to the Board for review and appropriate action on or before ___________ 20__, and that a similar questionnaire shall be completed and returned in each succeeding year.

#### Regulation .04 Sample Questionnaire.

*COMAR 31.04.06.04*

(1) Do you or does any member of your family have any relationships or engage in any activities that might impair your independence of judgment concerning Company business?

(2) Do you or does any member of your family have any personal financial interests that might impair your independence of judgment or influence your decisions or actions concerning Company business in the direction of such personal financial interests?

(3) Have you accepted gifts, benefits, or unusual hospitality that might tend in any way to impair your independence of judgment or affect your decisions or actions concerning Company business?