(215 ILCS 5/131.20b)
Controlled companies; management; directors.
(1) Notwithstanding the control of a domestic company by any person, the
officers and directors of the company shall not thereby be relieved of any
obligation or liability to which they would otherwise be subject by law, and
the company shall be managed so as to assure its separate operating identity
consistent with this Article.
(2) Nothing in this Section shall preclude a domestic company from having or
sharing a common management or a cooperative or joint use of personnel,
or services with one or more affiliated persons under arrangements meeting the
standards and requirements of Sections 131.20 and 131.20a.
(3) Not less than one-third of the directors of a
domestic company, and not less than one-third of the members of each committee of the board of directors of any domestic company, that is a member of an insurance holding company system shall
be persons who are not officers or employees of the company or of any entity
controlling, controlled by, or under common control with the company and who
are not beneficial owners of a controlling interest in the voting stock of the
company or any such entity. At least one such person shall be included in any
quorum for the transaction of business at any meeting of the board of directors
or any committee thereof.
(3.5) The board of directors of a domestic company or ultimate controlling company shall establish one or more committees comprised solely of directors who are not officers or employees of the company or of any entity controlling, controlled by, or under common control with the company and who are not beneficial owners of a controlling interest in the voting stock of the company or any such entity. The committee or committees shall have responsibility for nominating candidates for director for election by shareholders or policyholders, evaluating the performance of officers deemed to be principal officers of the company, and recommending to the board of directors the selection and compensation of the principal officers.
(4) Subsections (3) and (3.5) of this Section do not apply to a domestic company if
the ultimate controlling company or the person controlling the company, such as a company, a mutual insurance holding company, or a publicly held corporation, has a board of directors and committees thereof that meet the requirements of subsections (3) and (3.5) with respect to such controlling entity or are subject to and meet the
requirements of the corporate governance rules of a national securities exchange, such as the New
York Stock Exchange, or an inter-dealer quotation system, such as the National Association of
Securities Dealers Automatic Quotation.
(6) A company may make application to the Director for a waiver from the requirements of this Section, if the company's annual direct written and assumed premium, excluding premiums reinsured with the Federal Crop Insurance Corporation and Federal Flood Program, is less than $300,000,000. A company may also make application to the Director for a waiver from the requirements of this Section based upon unique circumstances. The Director may consider various factors, including, but not limited to, the type of business entity, volume of business written, availability of qualified board members, or the ownership or organizational structure of the entity.
(Source: P.A. 98-609, eff. 1-1-14.)