§ 58-10-190. Definitions.
§ 58‑10‑190. Definitions.
As used in this Part:
(1) "Accountant"or "independent certified public accountant" means an independentcertified public accountant or accounting firm in good standing with theAmerican Institute of Certified Public Accountants (AICPA) and in all states inwhich he or she is licensed to practice; for Canadian and British companies, itmeans a Canadian‑chartered or British‑chartered accountant.
(2) An"affiliate" of, or person "affiliated" with, a specificperson has the same meaning set forth in G.S. 58‑19‑5.
(3) "Auditcommittee" means a committee, or equivalent body, established by the boardof directors of an entity for the purpose of overseeing the accounting andfinancial reporting processes of an insurer or group of insurers and audits offinancial statements of the insurer or group of insurers. The audit committeeof any entity that controls a group of insurers may be deemed to be the auditcommittee for one or more of these controlled insurers at the election of thecontrolling person as provided in G.S. 58‑10‑245(f). If an auditcommittee is not designated by the insurer, the insurer's entire board ofdirectors shall constitute the audit committee.
(4) "Auditedfinancial report" means and includes those items specified in G.S. 58‑10‑200.
(5) "Controllingperson" has the same meaning set forth in G.S. 58‑19‑5.
(6) "Group ofinsurers" means those licensed insurers included in the reportingrequirements of Article 19 of this Chapter, or a set of insurers as identifiedby management, for the purpose of assessing the effectiveness of internalcontrol over financial reporting.
(7) "Indemnification"means an agreement of indemnity or a release from liability where the intent oreffect is to shift or limit in any manner the potential liability of the personor firm for failure to adhere to applicable auditing or professional standards,whether or not resulting from other known misrepresentations made by theinsurer or its representatives.
(8) "Insurer"means any insurance entity as identified in Articles 7, 8, 11, 15, 17, 23, 24,25, 26, 65, and 67 of this Chapter and regulated by the Commissioner.
(9) "Internalcontrol over financial reporting" means a process effected by an entity'sboard of directors, management, and other personnel designed to providereasonable assurance regarding the reliability of the financial statements,that is, those items specified in G.S. 58‑10‑200(b)(2) through G.S.58‑10‑200(b)(6) and includes those policies and procedures thatmeet all of the following criteria:
a. Pertain to themaintenance of records that, in reasonable detail, accurately and fairlyreflect the transactions and dispositions of assets.
b. Provide reasonableassurance that transactions are recorded as necessary to permit preparation ofthe financial statements, that is, those items specified in G.S. 58‑10‑200(b)(2)through G.S. 58‑10‑200(b)(6) and that receipts and expenditures arebeing made only in accordance with authorizations of management and directors.
c. Provide reasonableassurance regarding prevention or timely detection of unauthorized acquisition,use, or disposition of assets that could have a material effect on thefinancial statements, including those items specified in G.S. 58‑10‑200(b)(2)through G.S. 58‑10‑200(b)(6).
(10) "SEC" meansthe United States Securities and Exchange Commission, or any successor agency.
(11) "Section404" means Section 404 of the Sarbanes‑Oxley Act of 2002 and theSEC's rules and regulations promulgated under that act.
(12) "Section 404report" means management's report on "internal control over financialreporting" as defined by the SEC and the related attestation report of theindependent certified public accountant as described in Section 3A of theSarbanes‑Oxley Act of 2002.
(13) "SOX‑compliantentity" means an entity that either is required to be compliant with, orvoluntarily is compliant with, all of the following provisions of the Sarbanes‑OxleyAct of 2002: (i) Section 202. Preapproval requirements of Title II, AuditorIndependence; (ii) Section 301. Audit Committees independence requirements ofTitle III, Corporate Responsibility; and (iii) Section 404. Managementassessment of internal controls requirements of Title IV, Enhanced FinancialDisclosures. (2009‑384,s. 1.)