WWW.DISSERTATION.XLIBX.INFO
FREE ELECTRONIC LIBRARY - Dissertations, online materials
 
<< HOME
CONTACTS



Pages:   || 2 |

«WINDHAVEN INSURANCE COMPANY MIAMI, FLORIDA AS OF DECEMBER 31, 2009 BY THE OFFICE OF INSURANCE REGULATION TABLE OF CONTENTS LETTER OF TRANSMITTAL ...»

-- [ Page 1 ] --

REPORT ON EXAMINATION

OF

WINDHAVEN INSURANCE COMPANY

MIAMI, FLORIDA

AS OF

DECEMBER 31, 2009

BY THE

OFFICE OF INSURANCE REGULATION

TABLE OF CONTENTS

LETTER OF TRANSMITTAL

SCOPE OF EXAMINATION

SUMMARY OF SIGNIFICANT FINDINGS

CURRENT EXAM FINDINGS

CUSTODIAL AGREEMENT

MANAGEMENT

PRIOR EXAM FINDINGS

SUBSEQUENT EVENTS

HISTORY

GENERAL

DIVIDENDS TO STOCKHOLDERS

CAPITAL STOCK AND CAPITAL CONTRIBUTIONS

CORPORATE RECORDS

CONFLICT OF INTEREST

MANAGEMENT AND CONTROL

MANAGEMENT

AFFILIATED COMPANIES

ORGANIZATIONAL CHART

FIDELITY BOND AND OTHER INSURANCE

PENSION, STOCK OWNERSHIP AND INSURANCE PLANS

TERRITORY AND PLAN OF OPERATIONS

TREATMENT OF POLICYHOLDERS

PROFITABILITY OF COMPANY

LOSS EXPERIENCE

REINSURANCE

ASSUMED

CEDED

ACCOUNTS AND RECORDS

CUSTODIAL AGREEMENT

INDEPENDENT AUDITOR AGREEMENT

INFORMATION TECHNOLOGY REPORT

STATUTORY DEPOSITS

FINANCIAL STATEMENTS PER EXAMINATION

ASSETS

LIABILITIES, SURPLUS AND OTHER FUNDS

STATEMENT OF INCOME

COMPARATIVE ANALYSIS OF CHANGES IN SURPLUS

COMMENTS ON FINANCIAL STATEMENTS

LIABILITIES

CAPITAL AND SURPLUS

SUMMARY OF RECOMMENDATIONS

CONCLUSION

TALLAHASSEE, FLORIDA

March 31, 2011 Kevin M. McCarty Commissioner Office of Insurance Regulation State of Florida Tallahassee, Florida 32399-0326

Dear Sir:

Pursuant to your instructions, in compliance with Section 624.316, Florida Statutes, and in accordance with the practices and procedures promulgated by the National Association of Insurance Commissioners (NAIC), we have conducted an examination as of December 31, 2009,

of the financial condition and corporate affairs of:

–  –  –

This examination covered the period of January 1, 2009, through December 31, 2009. The Company was last examined by representatives of the Florida Office of Insurance Regulation (Office) as of December 31, 2008. This examination commenced with planning at the Office on December 6, 2010, to December 9, 2010. The fieldwork commenced on December 13, 2010, and concluded as of March 31, 2011.

This financial examination was a statutory financial examination conducted in accordance with the Financial Condition Examiners Handbook, Accounting Practices and Procedures Manual and annual statement instructions promulgated by the NAIC as adopted by Rules 69O-137.001(4) and 69O-138.001, Florida Administrative Code, with due regard to the statutory requirements of the insurance laws and rules of the State of Florida.

The Financial Condition Examiners Handbook requires that the examination be planned and performed to evaluate the financial condition and identify prospective risks of the Company by obtaining information about the Company including corporate governance, identifying and assessing inherent risks within the Company, and evaluating system controls and procedures used to mitigate those risks. An examination also includes assessing the principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation and management's compliance with Statutory Accounting Principles and annual statement instructions when applicable to domestic state regulations.

All accounts and activities of the Company were considered in accordance with the risk-focused examination process.

–  –  –

financial statements or other information of regulatory significance or requiring regulatory action.

The report comments on matters that involved departures from laws, regulations or rules, or which were deemed to require special explanation or description.

–  –  –

Current Exam Findings The following is a summary of material adverse findings, significant non-compliance findings, or material changes in the financial statements noted during this examination.

General The Company is a party to Consent Order No. 85477-06-CO, filed March 29, 2006, regarding the application for the issuance of a Certificate of Authority. (1) The Company did not make full disclosure of all companies owned directly, or indirectly, in the updates to the Holding Company Registration Statement; (2) did not have written and approved agreements in place for all affiliated transactions; and (3) did not have a formal, written security policy in place. Therefore the Company was not in compliance with Articles 17, 18, and 19 of this Consent Order.

Subsequent event: Effective January 1, 2010, the Company entered into a Rent Share Agreement with its affiliate, ASIM and its parent, Managers. Pursuant to the terms of the agreement, the Company is required to pay $5,000 per month, approximately 30%, of the total rent expense.

Effective February 1, 2011, the Company’s affiliates, Oakwood Software Insurance Solutions, LLC (OSIS) and ASIM, entered into a Software License Agreement. Under terms of the agreement, OSIS had developed a software package and granted a license to ASIM and agreed to provide a

–  –  –





1% of collected premium processed, with a minimum of $3,000 per month.

The Company did not maintain a claims procedure manual that included detailed procedures for handling each type of claim which was in violation of Section 626.9541(1) (i) 3a, Florida Statutes.

Subsequent Event: On June 30, 2011, the Company provided the Office with the Claims Manual in compliance with Section 626.9541(1) (i) 3a, Florida Statutes.

Affiliated Companies The Company was a member of an insurance holding company system as defined by Rule 69O-143.045(3), Florida Administrative Code. The Latest holding company registration statement filed with the State of Florida on June 17, 2010 did not disclose Pillar Reinsurance as an affiliated company, as required by Section 628.801 Florida Statutes, and Rule 69O-143.046, Florida Administrative Code.

Schedule Y part one and two of the Company’s 2009 and 2010 annual statement did not reflect all of its affiliates (Pillar Reinsurance) as required by the NAIC Annual Statement Instructions.

Custodial Agreement The Company did not have a formal written agreement with its custodian, Bank of America for the period of January 1, 2009 through February 9, 2009. Subsequent event: the Company established a formal written custodial agreement with its new custodian, Morgan Stanley Trust, N.A., entered into on February 9, 2009. The Company was in compliance with Rule 69O

–  –  –

agreement.

Management The recorded minutes of the Investment Committee or Board did not adequately document the authorization or approval of Investments as required by Section 625.304, Florida Statutes The Company was in violation of Section 625.304, Florida Statutes, in that there was no evidence that the investments were approved by the Board of Directors (Board) or the investment committee.

Prior Exam Findings There were no material findings, exceptions or corrective actions to be taken by the Company for the examination as of December 31, 2008.

–  –  –

Effective March 1, 2010, the Company entered into a Management Agreement with Risk Services, LLC, a Virginia Limited Liability Company under which Risk Services, LLC is to provide financial reporting and administrative services. In accordance with the terms of the agreement, the services provided include the establishment and maintenance of an accounting system appropriate to the Company’s operations; cash management services for all non-claims operations activities;

preparation of financial statements; and the preparation of premium tax returns. In return for providing these services, the Company pays $80,000 per year with annual increases at the rate of 5% a year for the duration of the agreement. In the event that the Office removes the requirement for monthly filings, the annual fee will be reduced by $5,000.

–  –  –

General The Company was incorporated in Florida on December 23, 2005, and commenced business on February 1, 2006, as Windhaven Insurance Company.

The Company was party to Consent Order 85477-06-CO, with the Office, regarding the application for the issuance of a Certificate of Authority. The Company failed to comply with the following

provisions of this consent order:

The Company did not make full disclosure of all companies owned directly or indirectly on their updates to it’s Holding Company Registration Statement, pursuant to Article 17.

The Company did not have a written and approved agreements in place for all affiliated transactions, pursuant to Article 18.

The Company and its affiliated Managing General Agent (MGA) did not have a formal written security policy in place to protect the data and environment of the work being done for the Company, pursuant to Article 19.

The Company was authorized to transact private passenger auto liability and private passenger auto physical damage coverage in Florida on December 31, 2009.

The Articles of Incorporation and the Bylaws were not amended during the period covered by this examination.

Dividends to Stockholders

–  –  –

Control of the Company was maintained by its parent, Windhaven Mangers, Inc., a Florida Corporation, which owned 100% of the common stock issued by the Company. Windhaven Mangers, Inc. was wholly owned by Windhaven Holdings Ltd, a Bermuda based holding company. Windhaven Holdings Ltd is wholly owned by Jimmy Eric Whited.

–  –  –

The recorded minutes of the shareholder, Board, and certain internal committees were reviewed for the period under examination. The recorded minutes of the Board adequately documented its meetings and approval of Company transactions and events in accordance with Section 607.1601, Florida Statutes. The recorded minutes of the Investment Committee or Board did not adequately document the authorization of investments as required by Section 625.304, Florida Statutes. Investment transactions by the Company were not noted as approved by the Board on a timely basis in 2009.

Conflict of Interest The Company adopted a policy statement requiring annual disclosure of conflicts of interest in accordance with the NAIC Financial Condition Examiners Handbook adopted by Rule 69OFlorida Administrative Code.

–  –  –

Management The annual shareholder meeting for the election of directors was held in accordance with Sections

607.1601 and 628.231, Florida Statutes. Directors serving as of December 31, 2009, were:

–  –  –

Affiliated Companies The Company was a member of an insurance holding company system as defined by Rule 69O-143.045(3), Florida Administrative Code. The latest holding company registration statement was filed with the State of Florida on June 17, 2010, as required by Section 628.801, Florida Statutes, and Rule 69O-143.046, Florida Administrative Code. However, the Company was in violation of this Rule due to exclusion of Pillar Reinsurance, an affiliated company, in the filing.

–  –  –

shown below. Schedule Y part one and two of the Company’s 2009 and 2010 annual statements did not reflect all of its affiliates (Pillar Reinsurance) as required by the NAIC Annual Statement Instructions.

–  –  –

Executive Management and Claims Administration Agreement The Company entered into a Management and Claims Administration Agreement with its parent, Windhaven Managers, Inc. (Managers) on February 1, 2006, being further amended on November 1, 2007. Under terms of the agreement, Managers performed all executive management services on behalf of the Company for the administrative and managerial oversight of the MGA Agreement with an affiliate; claims administration services; and certain claim services not covered by the MGA Agreement. The term of the agreement was stated at three years with successive three year renewal terms. The costs incurred in 2009 for claims adjustment and other services were $946,818 and $184,582. As stipulated in the amendment to the agreement, the Company may recover a portion of outside legal fees and mediation costs incurred in excess of 2% of collected premiums. As a result, the reduction to the fee paid to Managers was $408,225 in 2009.

Managing General Agency Agreement The Company entered into a Managing General Agency Agreement with an affiliate, American Southwest Insurance Managers of Florida, LLC (ASIM) on December 30, 2005, further amended on January 1, 2007; November 1, 2007; and again on August 1, 2009; reflecting adjustments to the commission fees charged. In accordance with the Third Amendment, the term of the agreement commenced on February 1, 2006 and continues until January 31, 2012, with the option of renewal for additional three year periods. As stipulated, ASIM is to act as the exclusive managing general agent and is to produce, administer and manage the policies and provide other services including marketing, general ledger accounting, information services, product and underwriting development and management and catastrophic risk management on behalf of the Company. In accordance with the Third amendment, ASIM was paid, as commission, 12.5% of the annual direct collected

–  –  –

incurred under the agreement were $1,558,530 in addition to the per policy fees of $578,200.

Office Building Lease Agreement During 2009, the Company shared office space with two affiliated companies, ASIM and Managers, with ASIM named as the lessee. Although there was no rent sharing or cost allocation agreement in place during 2009, the Company paid $60,000 in rent expense during 2009.



Pages:   || 2 |


Similar works:

«Hindoo Holiday by J.R. Ackerley J.R. Ackerley within the 1920s, the younger J. R. Ackerley spent a number of months in India because the own secretary to the maharajah of a small Indian principality. In his journals, Ackerley recorded the Maharajah's superbly eccentric behavior and riddling conversations, and the abnormal shambling daily lifetime of his court. Hindoo vacation is an intimate and extremely humorous account of an incredibly unusual place, and one of many masterpieces of...»

«University of Tennessee, Knoxville Trace: Tennessee Research and Creative Exchange Doctoral Dissertations Graduate School 5-2011 The small Indian mongoose (Herpestes auropunctatus) on Adriatic Islands: impact, evolution, and control Arijana Barun University of TN, Knoxville, abarun@utk.edu Recommended Citation Barun, Arijana, The small Indian mongoose (Herpestes auropunctatus) on Adriatic Islands: impact, evolution, and control. PhD diss., University of Tennessee, 2011....»

«© Copyright Grier Cooper, 2014 © Copyright Grier Cooper, 2014 WISH Indigo Ballet Series, Book One By Grier Cooper © Copyright Grier Cooper, 2014 CHAPTER ONE When I hear the voice I have come to hate, I stop what I’m doing. It doesn’t matter that I’m in the middle of abdominal crunch number thirty eight. is voice gets preference. Mom’s yelling again. I roll on my side, and press my ear to the oor. It’s hard to hear things through the carpet—more difficult to distinguish the...»

«NATHAN EAGLE 1/13/2013 79 Warren Ave voice: + 1 617 699 9881 Boston, MA 02116 email: nathan@mit.edu Engineering Social Systems, Global Disease Surveillance, Population Mobility Modeling, Research Large-Scale Network Analysis, mHealth, Developmental Entrepreneurship, Prosperity Interests Engineering, Artificial Intelligence for Development Massachusetts Institute of Technology, Cambridge, MA Education 2005 PhD, Media Arts and Sciences, MIT Media Laboratory Dissertation: Reality Mining: Machine...»

«The Society for Research into Higher Education Teaching for Quality Learning at University Fourth Edition John Biggs and Catherine Tang Teaching for Quality Learning at University SRHE and Open University Press Imprint Current titles include: Catherine Bargh et al.: University Leadership Ronald Barnett: Beyond all Reason Ronald Barnett: Reshaping the University Ronald Barnett and Kelly Coate: Engaging the Curriculum in Higher Education Tony Becher and Paul R. Trowler: Academic Tribes and...»

«Community vulnerability to elevated sea level and coastal tsunami events in Otago 93 19. Oamaru 19.1 Community description Oamaru is located on the east coast of North Otago, on the southern edge of the Waitaki River delta. Much of the town lies on a low coastal terrace, approximately 8-10m above MSL. This terrace is composed of alluvial deposits and capped by up to 5m of loess or wind-blown silt (Forsyth, 2009). The seaward edge of the terrace is an actively eroding sea cliff, which exposes...»

«Eleazer N. Klein Writer's E-mail Address 212.756.2376 Eleazer.Klein@srz.com June 24, 2016 VIA E-MAIL (IMSHAREHOLDERPROPOSALS@SEC.GOV) U.S. Securities and Exchange Commission Division of Investment Management Office of Disclosure and Review 100 F Street, N.E. Washington, DC 20549 Re: Exchange Act Rule 14a-8: Submission of Shareholder Proposal for the 2016 Proxy Statement of Franklin Limited Duration Income Trust Dear Sir or Madam: We are writing on behalf of Saba Capital Management, L.P. and...»

«Student Exchange Report University of Kentucky By Caitlin Byrne Pre-departure Make sure you get all of your forms in well before their due. Just in case you missed something, there’ll still be time for you to get it all done. Ask questions. Even if you think it’s silly, it’s better to know than not. Getting a visa as soon as possible will relieve a great deal of stress. However due to circumstances beyond my control I couldn’t get my visa until two weeks before my departure and this was...»

«1 CHINA-2013/10/31 THE BROOKINGS INSTITUTION FALK AUDITORIUM CHINA’S THIRD PLENUM: REFORM AND OPENING UP 2.0? Washington, D.C. Thursday, October 31, 2013 PARTICIPANTS: Introduction and Moderator: JONATHAN POLLACK Senior Fellow and Director, John L. Thornton China Center, The Brookings Institution Panelists: CHENG LI Senior Fellow and Director of Research, John L. Thornton China Center, The Brookings Institution DAVID DOLLAR Senior Fellow, The Brookings Institution ERICA DOWNS Fellow, The...»

«Charles River Finance & Financial Products Associates EU Practitioner Papers Basel II and UK banks What are the costs and benefits of IRB qualification? Tim Giles1 and Alistair Milne2 March 2004 Abstract Introduction A. Regulatory capital and banks’ total capital B. The implications of different approaches to the cost of funding loans C. Costs and benefits Conclusions Abstract In most cases, the more advanced Basel II approaches for estimating the minimum capital requirement to cover credit...»

«K ING D OM OF T ONG A Roadmap for the Transition FROM ANALOGUE TO DIGITAL TERRESTRIAL TELEVISION IN THE KINGDOM OF TONGA Rep o rt N O V E M B E R 2 0 1 1 Te l e c o m m u n i c a t i o n D e v e l o p m e n t S e c t o r Roadmap for the Transition from Analogue to Digital Terrestrial Television in the Kingdom of Tonga November 2011 The roadmap for the transition to digital terrestrial television in the Kingdom of Tonga has been prepared in the framework of the ITU digital broadcasting project...»

«Педагогіка специфіки, символіки, композиційних засобів. Засвоєння прийомів зображення орнаменту в різних техніках, вивчення видів орнаментального мистецтва, законів і правил побудови орнаменту сприяє підвищенню рівня художньо-творчих здібностей студентів за умови...»





 
<<  HOME   |    CONTACTS
2016 www.dissertation.xlibx.info - Dissertations, online materials

Materials of this site are available for review, all rights belong to their respective owners.
If you do not agree with the fact that your material is placed on this site, please, email us, we will within 1-2 business days delete him.