26-3-302. Definitions.

(a) As used in this article:

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

(ii) "Audited financial report" means and includes those items specified in W.S. 26-3-304;

(iii) "Indemnification" 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 knowing or other misrepresentations made by the insurer or its representatives;

(iv) "Insurer" means as defined in W.S. 26-1-102(a)(xvi);

(v) "Affiliate of" or "affiliated with" a specific person means a person that directly, or indirectly through one (1) or more intermediaries, controls or is controlled by or is under common control with the person specified;

(vi) "Audit committee" means a committee 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, the internal audit function of an insurer or group of insurers and external 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 (1) or more of these controlled insurers solely for the purposes of this regulation at the election of the controlling person. If an audit committee is not designated by the insurer, the insurer's entire board of directors shall constitute the audit committee;

(vii) "Independent board member" means as defined in W.S. 26-3-315(d);

(viii) "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 and includes those policies and procedures that:

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

(B) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements and that receipts and expenditures are being made only in accordance with authorizations of management and directors; and

(C) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material affect on the financial statements.

(ix) "Group of insurers" means those licensed insurers included in the reporting requirements of W.S. 26-44-101 through 26-44-117 or a set of insurers as identified by management, for the purpose of assessing the effectiveness of internal control over financial reporting;

(x) "SEC" means the United States Securities and Exchange Commission;

(xi) "Section 404" means section 404 of the Sarbanes-Oxley Act of 2002 or subsequently enacted similar federal law and the SEC's rules and regulations promulgated thereunder;

(xii) "Section 404 report" means management's report on internal control over financial reporting as defined by the SEC and the related attestation report of the independent certified public accountant;

(xiii) "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 or similar provisions of subsequently enacted similar federal law:

(A) The preapproval requirements of Section 201;

(B) The audit committee independence requirements of Section 301; and

(C) The internal control over financial reporting requirements of Section 404.

(xiv) "Internal audit function" means a person who provides independent oversight designed to improve an organization's operations and who accomplishes this oversight by using an objective approach to evaluate and improve risk management, control and corporate governance.