Section 925.30  Definitions

Accountant or independent certified public accountant means an independent certified public accountant or independent accounting firm in good standing with the American Institute of Certified Public Accountants (AICPA) and all states in which the accountant is licensed to practice.  For Canadian and British companies, accountant means a Canadian-chartered or British-chartered accountant.

Affiliate of, or person affiliated with, a specific person is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified.

Audit Committee means a committee (or equivalent body) established by the board of directors of an entity for the purpose of overseeing the accounting and financial reporting processes of an insurer or group of insurers, and audits of financial statements of the insurer or group of insurers. The audit committee of any entity that controls a group of insurers may be deemed to be the audit committee for one or more of these controlled insurers solely for the purposes of this Part at the election of the controlling person. Refer to Section 925.140(e) of this Part for exercising this election. If an audit committee is not designated by the insurer, the insurer's entire board of directors shall constitute the audit committee.

Audited Financial Report means and includes those items specified in Section 925.50 of this Part.

Code means the Illinois Insurance Code [215 ILCS 5].

Department means the Department of Financial and Professional Regulation.

Director means the Director of the Department of Financial and Professional Regulation-Division of Insurance.

Division means the Illinois Department of Financial and Professional Regulation-Division of Insurance.

Group of Insurers means those licensed insurers included in the reporting requirements of Article VIII½ of the Code, or a set of insurers as identified by management, for the purpose of assessing the effectiveness of internal control over financial reporting.

Health Maintenance Organization Act means 215 ILCS 125.

Idemnification means an agreement of indemnity or a release from liability where the intent or effect is to shift or limit in any manner the potential liability of the person or firm for failure to adhere to applicable auditing or professional standards, whether or not resulting in part from known or other misrepresentations made by the insurer or its representatives.

Independent Board Member has the same meaning as described in Section 925.140(c) of this Part        .

Insurer, for purposes of this Part, means a licensed insurer or accredited reinsurer as defined in Sections 2(f), (g) and (h) and 173.1 of the Code or a Health Maintenance Organization as defined in Section 1-2(9) of the Health Maintenance Organization Act or a Limited Health Service Organization as defined in Section 1002 of the Limited Health Service Organization Act.

Internal Control Over Financial Reporting means a process effected by an entity's board of directors, management and other personnel designed to provide reasonable assurance regarding the reliability of the financial statements, i.e., those items specified in Section 925.50(b)(2) through (8) of this Part, and includes those policies and procedures that:

Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements, i.e., those items specified in Section 925.50(b)(2) through (9) of this Part, and that receipts and expenditures are being made only in accordance with authorizations of management and directors; and

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements, i.e., those items specified in Section 925.50(b)(2) through (9) of this Part.

Limited Health Service Organization Act means 215 ILCS 130.

SEC means the United States Securities and Exchange Commission.

Section 404 means Section 404 of the Sarbanes-Oxley Act of 2002, as codified in 15 USC 7262.

Section 404 Report means Management's Report of Internal Control over Financial Reporting as defined by the SEC (17 CFR 240.13a-15(f)) and the related attestation report of the independent certified public accountant as described in Section 925.160.

SOX Compliant Entity means an entity that either is required to be compliant with, or voluntarily is compliant with, all of the following provisions of the Sarbanes-Oxley Act of 2002:

the preapproval requirements of 15 USC 78j-l(i);

the audit committee independence requirements of 15 USC 78j-l (m)(3); and

the internal control over financial reporting requirements of 17 CFR 229.308.

(Source:  Amended at 33 Ill. Reg. 6974, effective May 11, 2009)