Or. Admin. Code § 410-141-5325

Current through Register Vol. 63, No. 12, December 1, 2024

Section 410-141-5325 - CCO HOLDING COMPANY REGULATION: Director and Officer Liability; Effect of Control of CCO Subject to Registration; Board of Directors

(1) A person's control of a CCO that is subject to registration does not relieve the officers and directors of the CCO of any obligation or liability to which the officers and directors would otherwise be subject by law. The CCO must be managed so as to assure the CCO's separate operating identity.

(2) This section does not preclude a CCO from having or sharing a common management, or from using personnel, property or services jointly or cooperatively, with another person under an arrangement that meets the standards set forth in OAR 410-141-5320.

(3) At least one-third of a CCO's directors and at least one-third of the members of each committee of the CCO's Board must be persons who are not:

(a) Officers or employees of the CCO or of any entity that controls, is controlled by or is under common control with the CCO; or

(b) Beneficial owners of a controlling interest in the voting securities of the CCO or of an entity that controls, is controlled by or is under common control with the CCO.

(c) A quorum for transacting business at a meeting of the CCO's Board or any committee of the CCO's Board must include at least one person with the qualifications described in paragraph (a) of this subsection.

(4) A CCO's Board shall establish at least one committee of which the entire membership consists of persons who have the qualifications described in subsection (3) of this section. The CCO Board shall give the committee established under this subsection responsibility for:

(a) Recommending independent certified public accountants for the board to select;

(b) Reviewing the CCO's financial condition and the scope and results of any independent or internal audit;

(c) Nominating candidates for election to the CCO Board;

(d) Recommending principal officers for selection and the compensation for the principal officers; and

(e) Evaluating the principal officers' performance.

(5) Subsections (3) and (4) of this section do not apply to a CCO if the person that controls the CCO has a board of directors, and committees of the person's board of directors, that meet the requirements set forth in subsections (3) and (4) of this section.

Or. Admin. Code § 410-141-5325

DMAP 60-2019, adopt filed 12/18/2019, effective 1/1/2020; DMAP 72-2023, minor correction filed 08/22/2023, effective 8/22/2023

Statutory/Other Authority: ORS 413.042, 414.615, 414.625, 414.635 & 414.651

Statutes/Other Implemented: ORS 414.610 - 414.685