Budget Amendment ID: FY2015-S4-10-R1

Redraft OTH 10

executive compensation for mutual companies

Messrs. Montigny and Eldridge, Ms. Jehlen, Ms. Chang-Diaz, Messrs. Michael O. Moore and Joyce moved that the proposed new text be amended moved that the bill be amended by inserting, after section____, the following new section:-

SECTION____. Chapter 175 of the General Laws is amended by inserting, after Section 19X, the following new section:-

19Y. The commissioner of insurance shall further promulgate regulations with the express purpose of increasing transparency. Such regulations shall include, but not be limited to,

(i)For the purposes of a proxy or consent or authorization or solicitation or notice of an annual meeting in subsection (ii), a mutual company as defined in section 19G, shall provide a full and accurate disclosure of all compensation to the named executive officers or directors, whether paid or accrued and of all conflicts of interest, whether direct or indirect to its members; and

(ii) requiring that, at least once every 3 years, a proxy or consent or authorization or solicitation or notice of an annual meeting, in a form of which the commissioner shall determine, of a mutual company shall include a separate resolution subject to a non-binding vote to approve or disapprove the compensation of the named executive officers or directors.