A. In this chapter, the following terms have the meanings indicated.
B. Terms Defined.
(1) “Affiliate” means a person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with another person.
(2) “Control”, “controlling”, “controlled by”, or “under common control with” means the direct or indirect possession of the power to direct or cause the direction of the management and policies of a person, through ownership of voting securities or of securities convertible into voting securities, by contract other than a commercial contract for goods or nonmanagement services, or otherwise, whether or not the power is exercised or sought to be exercised unless the power is the result of an official position with or corporate office held by the person.
(3) Enterprise Risk.
(a) “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.
(b) “Enterprise risk” includes anything that would:
(i) Cause the insurer’s risk-based capital to fall to or below a company action level under Insurance Article, Title 4, Subtitle 3, Annotated Code of Maryland; or
(ii) Cause the insurer to be in a hazardous financial condition under Insurance Article, §9–102, Annotated Code of Maryland.
(4) “Executive officer” means the chief executive officer, president, chief operating officer, chief financial officer, treasurer, secretary, controller, and any other individual performing functions corresponding to those performed by the foregoing officers under any other title.
(5) “Extraordinary dividend” or “extraordinary distribution” has the meaning stated in the Insurance Article, §7-706(b), Annotated Code Maryland.
(6) “Form A” means the “Statement Regarding the Acquisition of Control of or Merger with a Domestic Insurer” form filed pursuant to Insurance Article, §7–304, Annotated Code of Maryland, and Regulation .08 of this chapter.
(7) “Form B” means the “Insurance Holding Company System Annual Registration Statement” form filed pursuant to Insurance Article, §7–601, Annotated Code of Maryland, and Regulation .09 of this chapter.
(8) “Form C” means the “Summary of Changes to Registration Statement” form filed pursuant to Insurance Article, §7–601, Annotated Code of Maryland, and Regulation .10 of this chapter.
(9) “Form D” means the “Prior Notice of a Transaction” form filed pursuant to Insurance Article, §7–703, Annotated Code of Maryland, and Regulation .12 of this chapter.
(10) “Form E” means the “Pre-Acquisition Notification Form Regarding the Potential Competitive Impact of a Proposed Merger or Acquisition by a Non-Domiciliary Insurer Doing Business in this State or by a Domestic Insurer” form filed pursuant to Insurance Article, §7–303(a) or 7-403(a), Annotated Code of Maryland, and Regulation .07 of this chapter.
(11) “Form F” means the “Enterprise Risk Report” form filed pursuant to Insurance Article, §7–603(h)(1), Annotated Code of Maryland, and Regulation .13 of this chapter.
(12) “Insurance holding company” means a person that directly or indirectly controls an insurer or controls a person that controls an insurer.
(13) “Insurance holding company system” means two or more affiliates, at least one of which is an insurer.
(14) “NAIC” means the National Association of Insurance Commissioners.
(15) “Ordinary dividend” means any dividend or distribution of cash or other property with a fair market value that when combined with the fair market value of any other dividends or distributions made in the preceding 12 months is not an extraordinary dividend as defined in Insurance Article, §7-706(b), Annotated Code Maryland.
(16) “Subsidiary” means an affiliate of a person that, directly or indirectly, through one or more intermediaries, is controlled by that person.
(17) “Ultimate controlling person” means the person within an insurance holding company system that is not controlled by any other person.