Chapter 167 of the General Laws is hereby amended by inserting after section 13 the following section:-
Section 13A. (a) A mutual bank, co-operative bank or credit union shall provide clear, concise and understandable disclosure of all compensation awarded to, earned by or paid to the named executive officers or directors designated in subsection (b). A mutual bank, co-operative bank or credit union shall conspicuously publish disclosure in a format readily accessible to members.
(b) For the purposes of this section, a “named executive officer or director” shall mean:
(i) a person serving as a company’s principal chief executive officer or acting in a similar capacity during the last completed fiscal year, the “CEO”, regardless of compensation level;
(ii) a person serving as a company’s principal or chief financial officer or acting in a similar capacity during the last completed fiscal year, the “CFO”, regardless of compensation level;
(iii) a company’s 3 most highly compensated executive officers other than the CEO and CFO who were serving as executive officers at the end of the last completed fiscal year;
(iv) up to 2 additional persons for whom disclosure would have been provided pursuant to clause (iii), but for the fact that the individual did not serve as an executive officer of the company at the end of the last completed fiscal year; and
(v) a company’s directors.
(c) The commissioner of banks shall further promulgate regulations with the express purpose of requiring a mutual bank, co-operative bank or credit union to provide full and accurate disclosure of:
(i) all compensation to the named executive officers or directors, whether paid or accrued; and
(ii) all conflicts of interest, whether direct or indirect.
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