Financial Reporting and Governance - The Audit Committee is responsible for monitoring financial reporting systems and internal controls, ensuring compliance with Canadian and U.S. securities laws[207]. - The Governance and Nominating Committee reviews annual surveys from independent directors to improve board effectiveness[209]. - The company requires all directors to disclose any association with current or former auditors to maintain independence[207]. - The Audit Committee meets regularly with external and internal auditors without management present to discuss specific issues[207]. - The company has established a cap on organizational expenses, but certain operating expenses are not subject to this cap[218]. - The management evaluated the effectiveness of internal control over financial reporting as of December 31, 2022, concluding it was effective, excluding controls over American National, which constituted approximately 68% of total assets, 44% of revenues, and 56% of net income[402]. - The effectiveness of internal control over financial reporting was audited by Deloitte LLP, who also audited the financial statements[402]. - The audit committee includes members with sufficient experience in finance and compliance to fulfill their responsibilities effectively[403]. Share Structure and Rights - Brookfield Corporation holds all class C shares, entitling it to residual value after payments to class A and B shareholders, with consent rights over certain company matters[216]. - The authorized share capital consists of 1,000,000,000 class A exchangeable shares, 500,000,000 class A-1 exchangeable shares, 500,000 class B shares, and 1,000,000,000 class C shares[227]. - As of the date of the report, there were 10,450,952 class A exchangeable shares, 24,000 class B shares, and 41,314,891 class C shares outstanding[227]. - Holders of exchangeable shares may request to exchange their shares for one Brookfield Class A Share per exchangeable share held[248]. - Brookfield Corporation will not be required to effect exchanges for cash that would result in the payment of an amount in excess of 2 billion to fund future growth, available in minimum amounts of $10 million[306]. - The equity commitment may be called in exchange for the issuance of class C shares or Junior Preferred Shares, with specific conditions precedent that must be met[306]. - The company has entered into a Credit Agreement with Brookfield Corporation to access debt financing as needed, maximizing financial flexibility[306]. - The company may establish credit facilities with financial institutions on an arm's length basis to support its growth[306]. Taxation and Regulatory Compliance - The company intends to comply with FATCA to avoid a 30% withholding tax on withholdable payments, which include U.S.-source income such as interest and dividends[386]. - The current marginal U.S. federal income tax rate for non-U.S. corporations' effectively connected income is 21%[375]. - The RPII provisions are complex, and U.S. Holders are urged to consult tax advisers regarding the application of these rules[382]. - Non-Resident Holders will be subject to a 25% Canadian withholding tax on dividends, which may be reduced under applicable tax treaties, such as 15% for U.S. residents[368]. - The company does not believe that Brookfield Class A Shares will constitute taxable Canadian property for Non-Resident Holders, which affects tax implications on capital gains[397]. - The company’s variable annuity contracts and life insurance policies are subject to extensive regulation by federal and state authorities, including the SEC and FINRA[354]. - The Insurance Companies Act prohibits the declaration of dividends if there are reasonable grounds to believe the insurance company does not have adequate capital or liquidity[379]. - The ICA restricts acquisitions of BAC shares that would result in a "significant interest" (over 10% of outstanding shares) without prior approval from the Minister of Finance[385]. - Future legislation may impact the tax treatment of non-U.S. companies and their subsidiaries, potentially increasing U.S. tax liabilities[386]. Consumer Privacy and Data Protection - California enacted the California Consumer Privacy Act (CCPA) in 2018, requiring enhanced customer disclosure about personal data collection and usage, effective from July 1, 2020[406]. - The Consumer Privacy Rights Act, effective January 1, 2023, strengthens consumer rights regarding personal information in California[406]. - Virginia and Colorado have enacted their own consumer data protection laws, effective January 1, 2023, and July 1, 2023, respectively, granting consumers rights to opt-out, delete, and correct personal data[406]. - The NAIC has adopted the Cybersecurity Bill of Rights and the Insurance Data Security Model Law, which sets standards for data security in the insurance industry[408]. - The company anticipates further regulatory efforts at both federal and state levels to enhance consumer information protection, impacting its information practices[406]. - The use of consumer credit information in underwriting is regulated by the Fair Credit Reporting Act (FCRA), with potential state regulations limiting its use by insurers[406]. - The company expects ongoing scrutiny and regulatory focus on the privacy and security of personal information at both state and federal levels[408].
Brookfield Reinsurance .(BNRE_A) - 2022 Q4 - Annual Report