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<chapter num="06" heading="Conflict of Interests" title_num="31" subtitle_num="04">
  <regulation prefix="Regulation" num=".01" heading="Interrogatory.">
    <text>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:</text>
    <text>“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?”</text>
  </regulation>
  <regulation prefix="Regulation" num=".02" heading="Company Policy and Statements.">
    <paragraph num="A.">
      <text>All companies, both foreign and domestic, shall have ready for convenient inspection by examiners from this Administration both of the following:</text>
      <paragraph num="(1)">
        <text>A board of directors' or trustees' resolution or bylaw setting forth the company's policy as to disclosure of a possible conflict of interest;</text>
      </paragraph>
      <paragraph num="(2)">
        <text>Questionnaires completed and signed annually by officers, directors, trustees, and responsible employees.</text>
      </paragraph>
    </paragraph>
    <paragraph num="B.">
      <text>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.</text>
    </paragraph>
    <paragraph num="C.">
      <text>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.</text>
    </paragraph>
  </regulation>
  <regulation prefix="Regulation" num=".03" heading="Sample Board of Directors' or Trustees' Resolution or Bylaw.">
    <paragraph num="(1)">
      <text>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.</text>
    </paragraph>
    <paragraph num="(2)">
      <text>Resolved Further, That this policy requires that—</text>
      <paragraph num="(a)">
        <text>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.</text>
      </paragraph>
      <paragraph num="(b)">
        <text>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.</text>
      </paragraph>
      <paragraph num="(c)">
        <text>They must not accept gifts, benefits, or unusual hospitality that might tend to influence them in the performance of their duties.</text>
      </paragraph>
      <paragraph num="(d)">
        <text>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.</text>
      </paragraph>
    </paragraph>
    <paragraph num="(3)">
      <text>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.</text>
    </paragraph>
  </regulation>
  <regulation prefix="Regulation" num=".04" heading="Sample Questionnaire.">
    <paragraph num="(1)">
      <text>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?</text>
    </paragraph>
    <paragraph num="(2)">
      <text>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?</text>
    </paragraph>
    <paragraph num="(3)">
      <text>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?</text>
    </paragraph>
  </regulation>
  <annotations>
    <annotation type="Authority">Insurance Article, §§2-109, 4-113(a)(7)—(9), and 4-116, Annotated Code of Maryland</annotation>
    <annotation type="History" subtype="Administrative History">Effective date: January 30, 1968</annotation>
    <annotation type="History" subtype="Administrative History">Amended effective May 1, 1968</annotation>
    <annotation type="History" subtype="Administrative History">Chapter recodified from COMAR 09.30.08 to COMAR 31.04.06 effective September 7, 1998 (25:18 Md. R. 1439)</annotation>
    <annotation type="History" subtype="Administrative History">Regulation .01 amended effective June 20, 2016 (43:12 Md. R. 668)</annotation>
    <annotation type="History" subtype="Administrative History">Regulation .03 amended effective February 12, 2007 (34:3 Md. R. 303)</annotation>
  </annotations>
</chapter>